2002-040RESOLUTION NO. 2002-40
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, AUTHORIZING THE CITY
MANAGER TO EXECUTE THE ATTACHED
MANAGEMENT AGREEMENT FOR THE AVENTURA
CHARTER ELEMENTARY SCHOOL BETWEEN THE CITY
OF AVENTURA AND CHARTER SCHOOLS USA, INC.;
AUTHORIZING THE CITY MANAGER TO DO ALL THINGS
NECESSARY TO CARRY OUT THE AIMS OF THIS
RESOLUTION; AND PROVIDING AN EFFECTIVE DATE.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA, THAT:
Section 1. The City Manager is hereby authorized to execute the attached
Management Agreement for the Aventura Charter Elementary School between the City
of Aventura and Charter Schools USA, Inc.
Section 2. The City Manager is authorized to do all things necessary to carry
out the aims of this resolution.
Section 3. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner Rogers-Libert, who
moved its adoption. The motion was seconded by Commissioner Cohen, and upon
being put to a vote, the vote was as follows:
Commissioner Jay R. Beskin
Commissioner Ken Cohen
Commissioner Manny Grossman
Commissioner Harry Holzberg
Commissioner Patricia Rogers-Libert
Vice Mayor Arthur Berger
Mayor Jeffrey M. Perlow
yes
yes
yes
yes
yes
yes
yes
Resolution No. 2002- ~,.__o
Page 2
PASSED AND ADOPTED this 2nd day of July, 2002.
CITY ATTORNEY
MANAGEMENT AGREEMENT
among
CHARTER SCHOOLS USA, INC.,
and
CHARTER SCHOOLS USA AT AVENTURA, L.C.,
and
CITY OF AVENTURA
for the
AVENTURA CHARTER ELEMENTARY SCHOOL
TABLE OF CONTENTS
1. Recitals
2. Definitions
3. Term
4. Charter School
5. Services to be provided by CSUSA
6. Responsibilities of the City
7. Cooperation
8. Additional Mutual Obligations
9. Charter Schools Funding Resources
10. Management and Incentive Fees
11. Insurance
12. Indemnification
13. Default
14. Termination of this Agreement
15. Transfer of Functions Upon Termination
16. Entire Agreement
17. Assignments
18. Further Assurances
19. Relationship of Parties
20. Interpretations
21. Time of the Essence
22. Binding Effect
23. Notices
24. Headings
25. Severability
26. Waivers
27. Outside Business
28. Third Parties
29. Jurisdiction and Venue
30. Enforcement Costs
31. Remedies Cumulative
32. Contracts and Subcontracts
33. Counterparts
34, Governing Law
35. Proprietary Information
36. Sale or Transfer of interest in CSUSA
37. Additional Audits
38. Police/Regulatory Powers
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MANAGEMENT AGREEMENT FOR THE AVENTURA
ELEMENTARY CHARTER SCHOOL
THI~ MANAG~IlitENT AGREEMENT (the "Agreement") is made and entered into as
of the_.~_~ay of ~ .2002, by and among CHARTER SCHOOLS USA, INC., a
Delaware corporatic~l CHARTER SCHOOLS USA AT AVENTURA, L.C., a Florida limited
liability company (co'tt~cti~/ely "CSUSA'); and CITY OF AVENTURA ("CITY"), a Florida
municipal corporation.
WITNESSETH:
WHEREAS, the CITY issued RFP ~31-06-01-2 to design, build, operate and
maintain a Charter Elementary School for the City of Aventura at the site currently known
as the Tempest Parcel, at 3333 N. E. 188th Street, Aventura, Florida hereinafter referred to
as the "Site"; and
WHEREAS, after extensive review of the submittal by City staff., staff recommended
that CSUSA in association with Charter Schoolhouse Developers, Inc., be selected to
design, build, operate and maintain a Charter Elementary School for the City of Aventura;
hereinafter referred to as "Charter School"; and
WHEREAS, CSUSA has associated with Charter Schoolhouse Developers, Inc.
(hereinafter referred to as "DEVELOPER"), for the design, construction and development
of the Charter School Site and Facility, hereinafter referred to as "Facility"; and
WHEREAS, at the July 3, 2001, City Commission meeting, the Commission
approved a Resolution selecting the firm of CSUSA in association with the DEVELOPER,
to design, build, operate and maintain a Charter Elementary School for the CITY and
authorized the City Manager to negotiate the terms and fees and finalize agreements
necessary to implement said Resolution; and
WHEREAS, the CITY has entered into the DEVELOPMENT AGREEMENT FOR
THE DESIGN AND CONSTRUCTION OF THE AVENTURA ELEMENTARY CHARTER
SCHOOL FACILITY between CHARTER SCHOOLHOUSE DEVELOPERS, INC. and THE
CITY OF AVENTURA For AVENTURA CHARTER, ELEMENTARY SCHOOL (hereinafter
referred to as "Development Agreement"), and the PLANNING AGREEMENT among
CHARTER SCHOOLS USA, INC., and CHARTER SCHOOLS USA AT AVENTURA, L.C.,
and CITY OF AVENTURA for the AVENTURA CHARTER ELEMENTARY SCHOOL
(hereinafter referred to as "Planning Agreement") to assist in the acquisition of the Charter
and to plan, design and develop the Charter School; and
WHEREAS, it is in the best interests of the CITY to enter into a Management
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Agreement (hereinafter referred to as "Agreement") with CSUSA, to develop, organize,
manage, staff, operate and maintain the Charter School upon the termination of the
Planning Agreement; now, therefore,
IN CONSIDERATION of the mutual covenants and undertakings and other good
and valuable consideration the receipt and sufficiency of which is hereby acknowledged,
the parties do mutually covenant and agree as follows:
1. Recitals. The recitals set forth above are true and correct and are
incorporated herein by reference. All exhibits to this Agreement are hereby deemed to be
a part hereof.
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 A.qreement - The written agreement between CITY and CSUSA
covering the Services to be performed, including the Management Agreement Documents,
as hereinafter defined, and that are attached to this Agreement or made a part thereof.
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 Mana.qer - The City Manager or his 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 Manaqement A,qreement Documents - The Management Agreement
Documents consist of the Certificate(s) of Insurance, all applicable provisions of State,
Federal, Chartering Entity or local laws, ordinances, regulations, rules or policies
(incorporated herein by reference), including the State Uniform Building Code for Public
Educational Facilities Construction and the State Requirements for Educational Facilities
(hereinafter referred to as "SREF"), as incorporated into the Florida Building Code,
including Chapter 423; the RFP Response (as hereinafter defined), the Charter School
Application for the Charter School as approved by The School Board of Miami-Dade
County, Florida (hereinafter referred to as "Chartering Entity") on December 12, 2001
(hereinafter referred to as "Charter Application"), the Charter School Contract (hereinafter
referred to as "Charter") approved by the Chartering Entity on April 17, 2002 and any
additional documents which are required to be submitted under this Agreement, and all
amendments, modifications and supplements issued or to take effect on or after the
Effective Date of the Agreement.
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2.5 cSUSA - Where CSUSA is indicated as the responsible party to
perform an obligation pursuant to this Agreement, the parties acknowledge and agree that
Charter Schools USA, Inc. and Charter Schools USA at Aventura, L.C. shall have joint and
several liability and responsibility to perform such obligation.
2.6 Effective Date of the Aqreement - The effective date of this
Agreement shall be July 1,2003, provided however, that this Agreement shall not become
effective:
2.6.1 Until the execution of the Charter with the Chartering Entity, or
2.6.2 If the Planning Agreement is terminated pursuant to Planning
Agreement Sections 15.1, 15.2.3, 15.2.5, or 15.2.6.
2.7 Services - Those activities that must be performed to organize,
manage, staff, operate and maintain the Charter School as set forth in this Agreement.
2.8 RFP Response - The June 1, 2001 submittal by Charter Schools
USA, Inc. in association with DEVELOPER in response to RFP #01-06-01-2 to design,
build, operate and maintain a Charter Elementary School for the City of Aventura, which is
hereinafter incorporated by reference, and as further represented or clarified by Charter
Schools USA, Inc. to the CITY during the selection process.
2.9 Written Amendment - A written amendment of the Agreement and/or
the Management Agreement Documents, signed by CITY and CSUSA to take effect on or
after the Effective Date of the Agreement.
3. Term. The CITY agrees to contract with CSUSA, and CSUSA agrees to be
contracted with, for the purpose of providing the Services, including the organization,
management, staffing, operation and maintenance of the Charter School in accordance
with the terms of this Agreement. The term of this Agreement shall commence as of the
Effective Date of this Agreement and shall terminate on June 30, 2008, unless terminated
earlier pursuant to the provisions of this Agreement, subject to any further obligations
(including payment obligations) of the parties that survive termination.
4. Charter School. The Charter School shall be an elementary school
commencing in the 2003-2004 school year. CSUSA shall operate the Charter School in
accordance with the Charter, and all applicable federal, state, local and Chartering Entity
laws, ordinances, rules and regulations.
6. Services To Be Provided By CSUSA. CSUSA's fees hereunder shall
compensate it for the performance of the Services for the organization, management,
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staffing, operation, administration, maintenance and reporting of the Charter School. Any
funds required or expenditures to be made by CSUSA in the performance of these
responsibilities shall be substantially in conformance with the Management Agreement
Documents and the approved Charter School Annual Budget (as hereinafter defined). It is
the specific intent of the parties that the costs associated with CSUSA's management
responsibilities (and fees), shall not be shifted from CSUSA into the Charter School's
operating budget. Responsibilities of CSUSA shall include, but are not limited to, the
following areas:
5.1 Education Mana.qement.
5.1.1 Curriculum, Accountability and Testinq and Sustainable
Performance. CSUSA shall:
5.1.1.1 Plan, implement, and oversee a curriculum for the
Charter School that incorporates the performance-based Florida Sunshine State
Standards and complies with the Management Agreement Documents.
5.1.1.2 Provide for appropriate programs for Exceptional
Student Education (ESE) students and Limited English Proficient (LEP) students,
implemented in accordance with federal and state laws, local policies and procedures, and
the Management Agreement Documents.
5.1.1.3 Administer all standard tests to the students that are
required by law, Chartering Entity policy and the Management Agreement Documents.
CSUSA shall ensure that students at the Charter School participate in all assessment
programs in which the Chartering Entity's students in comparable grades/schools
participate.
5.1.1.4 Administer all required tests in a timely fashion
consistent with the State's and Chartering Entity's testing schedule and in conformance
with the State's and Chartering Entity's policies and procedures related to test security and
test administration. CSUSA shall ensure that the Charter School's testing administrator
attends all test administration training sessions provided by the Chartering Entity and shall
follow all Florida Department of Education Testing Guidelines specified in the Test
Administration Manuals, as well as, the District Standards for Test Administration and
Security.
5.1.1.5 Evaluate the Charter School's success in achieving the
objectives stated in the Management Agreement Documents and the School Improvement
Plan on at least an annual basis.
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5.1.1.6 Be responsible for the Charter School's compliance with
the requirements delineated in Florida State Board of Education Administrative Rule 6A-
1.09981, Implementation of Florida's System of School Improvement and Accountability, as
may be amended from time to time.
5.1.1.7 Ensure that the Charter School's program is consistent
with the state education goals established by Florida Statute 229.591 (3).
5.1.1.8 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 the Management Agreement Documents and perform to
the satisfaction of the CITY, as herein after defined in Section 5.7.
5.1.2 Parent Activities.
5.1.2.1 Through the Charter School, CSUSA shall coordinate
and oversee all organized parental involvement. In addition, CSUSA shall establish and
work with the approved School Advisory Board and any parent-teacher organization to be
established for the purposes of furthering the goals of the Charter School. CSUSA shall
provide assistance in the establishment and coordination of parent, teacher and student
organizations.
5.1.2.2. A Parent Survey substantially similar to that attached
as Exhibit '%" shall be conducted in the spring of each year.
5.1.3 Extracurricular Proqram/Activities. On an annual basis and
after consultation and review with the CITY, CSUSA shall determine the extracurricular
programs/activities that will be offered at the Charter School for the subsequent school
year, and shall include any anticipated revenues and costs associated with such
extracurricular program/activities in the Charter School Annual Budget. Said
extracurricular programs/activities shall include, but are not limited to, before and after
school programs/activities at the Charter School, unless otherwise determined by the
CITY. The fees charged for such extracurricular programs/activities shall be approved by
the City Manager and be customary and consistent with local practice and applicable law.
Funds collected for such extracurricular programs/activities shall be segregated in a
separate Charter School account until CSUSA provides the CITY with all necessary and
appropriate documentation supporting the funds collected and costs incurred. Funds
collected that are in excess of the costs incurred for such extracurricular
programs/activities shall be shared equally between CSUSA and the Charter School.
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521.4 Summer School, After consultation and review with the CITY
and in the event that the Chartering Entity agrees to implement and fund a summer school
program at the Charter School, CSUSA shall coordinate, manage, staff and operate the
summer school program. CSUSA shall prepare and submit to the CITY a Charter School
Summer Budget, that shall be reviewed and modified, as necessary, by the City Manager
and be approved by the Aventura City Commission in accordance with Section 5.3.1.
Funds received for the summer school program shall not be included for the purposes of
calculating or determining the base Management Fee or Incentive Fees delineated in
Section 10. CSUSA shall be entitled to a separate Summer School Management Fee for
the performance of its summer school responsibilities in an amount equal to 8.5% of
summer school revenues. The Summer School Management Fee shall be subordinate to
the operating expenses incurred by the Charter School for the summer school program.
CSUSA shall implement, manage, staff and operate any summer school program in
accordance with the Management Agreement Documents.
5.2 Development and Operations Manaqemem~
5.2.1 Public Relations. CSUSA shall coordinate, cooperate and
work with the City Manager's Office 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 pdor written
approval of the City Manager. Press releases shall contain the name of the CITY and its
seal as designated by the City Manager. Where media contact to CSUSA is not initiated by
CSUSA, CSUSA shall notify the City Manager.
5.2.2 Contracted Services and Contract Administration.
5.2.2.1 Contract Administration. CSUSA shall
coordinate, negotiate and administer those contracts for necessary uses or services to be
performed or provided by third parties or the CITY and which must be entered into by the
Charter School during the term of this Agreement to ensure the efficient operation of the
Charter School. Said contracts shall comply with the provisions of Section 32 of this
Agreement and said contracts and services shall comply with all applicable federal, State,
local and Chartering Entity laws, ordinances, rules and regulations.
5.2.2.2 Cafeteria Mana.qement and Food Service, In
accordance with the Management Agreement Documents, CSUSA shall be responsible for
contracting, in compliance with the provisions of Section 32 of this Agreement, 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 regarding the provision of food service to all
students attending the Charter School. The costs associated with such service shall be
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included in the approved Charter School Annual Budget and paid for from the Charter
School Fund. The City shall serve as the food service Sponsor as defined by the Florida
Department of Education (DOE) for the purpose of filing an application with the DOE to
participate in the National School Lunch Program (NSLP). Once approved, the 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 Sponsor shall appoint a designee to be responsible for maintaining student
applications and processing monthly reimbursements through the DOE. CSUSA shall
assist in the preparation of the NSLP application and distribution of student applications.
CSUSA shall assist the Sponsor in the collection of data to be provided in accordance with
NSLP policy and procedure.
5.2.2.3 Transportation. CSUSA shall be responsible for
contracting, in compliance with the provisions of Section 32 of this Agreement, with public
or private entities or individuals for the provision of transportation, in accordance with the
Management Agreement Documents. The costs associated with such services shall be
included in the approved Charter School Annual Budget and paid for from the Charter
School Fund.
5.2.3 Student Recruitment, Re.qistration and Enrollment.
5.2.3.1 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 mission of the
Charter School, the registration process and required contractual obligations.
5.2.3.2 CSUSA shall ensure that the Charter School's
enrollment and registration processes are in compliance with Florida Statutes and the
Management Agreement Documents. As permitted by Florida Statute, CSUSA will give
preference to children of CITY residents.
5.2.4 Staff Recruitment. CSUSA shall conduct marketing, public
relations and recruitment efforts to target well-qualified and enthusiastic administrative
personnel, teachers and staff in order to attract and employ sufficient Charter School
personnel to maintain staffing and experience levels, class sizes and student/classroom
teacher ratios in accordance with the Management Agreement Documents.
5.2.5 State, Local and School Board Compliance.
5.2.5.1 Coordination with the Chartering Entity.
CSUSA shall be responsible for coordinating any and all activities of the Charter School
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with the requirements of the Chartering Entity and for complying with all reasonable
requests of the Chartering Entity regarding the Charter School.
5.2.5.2 Compliance with Applicable Law. CSUSA
acknowledges that the CITY is entering into this Agreement based, in part, on CSUSA's
expertise in the business of developing, organizing, managing, staffing, operating and
maintaining charter schools in the State of Florida and with the Chartering Entity. CSUSA
shall be responsible for ensuring that the Charter School complies with all applicable
federal, state, local and Chartering Entity laws, ordinances, rules and regulations. The
CITY agrees to negotiate in good faith with CSUSA and pay such additional sums as are
necessary to enable the Charter School to comply with all applicable federal, state, local
and Chartering Entity laws, ordinances, rules and regulations which are enacted
subsequent to the Effective Date of this Agreement, unless however, the CITY elects to
terminate this Agreement pursuant to Section 14.
5.2.6 Annual Report and School Improvement Plan.
5.2.6.1 CSUSA shall prepare and submit an annual report to
the CITY by August 5th of each year. The annual report shall include the following
sections:
(a) Section 1 shall be those components of the Annual Report
required by Florida Law and the Charter and shall include, but shall not be limited to,
pertinent financial reports; performance reports, including the Charter School's progress
toward achieving the goals outlined in the Charter; information required in the annual
school report pursuant to Section 229.592(1 ), F.S.; financial records of the Charter School,
including revenues and expenditures; salary and benefit levels of the Charter School's
employees; recap of previous school year and plans and projections for the upcoming
school year and shall be in accordance with the Charter, and
(b) Section 2 shall include, but shall not be limited to, the
additional reports and information required by this Management Agreement, as may be
amended from time to time, including, but not limited to the documentation, information and
reports (including measurement methodology and assumptions), necessary to determine
the Charter School's compliance with the minimum performance criteria pursuant to
Section 5.7 and CSUSA's eligibility for Incentive Fees pursuant to Section 10.2.
Upon approval of the Annual Report by the Aventura City Commission, CSUSA shall
ensure that Section 1 is submitted to the Chartering Entity in a timely manner consistent
with the Charter.
5.2.6.2 Each year, at least three weeks prior to the due date
established by the Chartering Entity (currently the 3r~ Monday in September), CSUSA shall
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provide the City Manager with a School Improvement Plan, in accordance with the
Management Agreement Documents, that will contain the measurable objectives that will
be pursued by the Charter School during that school year. The measurable objectives
specified in the School Improvement Plan shall be substantially as indicated in the
Management Agreement Documents unless otherwise authorized by the CITY. CSUSA
shall ensure that the School Improvement Plan is submitted to the Chartering Entity in a
timely manner consistent with the Charter.
5.2.7 Records Retention; Public Records.
5.2.7.1 CSUSA shall provide, protect, preserve, transfer and
maintain both active and archival records for current/former students in accordance with
Florida Statutes and the provisions of the Charter.
5.2.7.2 CSUSA shall provide, protect, preserve, and maintain all
books, records and related documents of or affecting the Charter School that are not
proprietary to CSUSA (the "Public Records"), pursuant to the provisions of the Charter and
Chapter 119, F.S. as amended from time to time.
5.2.7.3 In the event of termination of this Agreement, CSUSA
shall, pursuant to Section 15, deliver any and all Public Records in its possession to the
CITY within thirty (30) calendar days of such termination.
5.2.8 Insurance. CSUSA shall ensure that the Charter School
complies with all insurance requirements set forth in this Agreement, the Management
Agreement Documents and those required by the Chartering Entity. The costs associated
with such insurance shall be included in the approved Charter School Annual Budget and
paid for from the Charter School Fund; provided, however, that CSUSA's corporate
insurance requirements as outlined in Section 11 of this Agreement herein, shall be
separate and distinct from the insurance requirements of the Charter School.
The liability policy to be obtained by CSUSA will provide liability coverage for all
Services and programs at the Facility provided, offered or held by CSUSA. All insurance to
be obtained by CSUSA will be with financially responsible insurance companies licensed
to do business in the State of Florida with a rating of AAA; will name as insureds CSUSA
and CITY, as their respective interests may appear; and will require written notice of any
cancellation or change to be sent to CSUSA and CITY at least thirty (30) days prior to
cancellation termination or material change. Within five (5) days of the Effective Date,
CSUSA will deliver to the CITY copies of all insurance certificates and policies required
under this Agreement, along with receipts evidencing payment the premiums for such
insurance. CSUSA shall also provide the CITY with the foregoing information relative to
the renewal of any required insurance policy prior to the expiration of any such policy.
Each insurance policy required to be obtained by CSUSA under this Agreement must also
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provide that the insurer waives all rights of subrogation which the insurer might have
against CITY. CSUSA acknowledges and agrees that the insurance required by this
Agreement and any proceeds paid in connection with any claim thereunder shall in no way
limit CSUSA's responsibilities and liabilities as set forth in this Agreement.
5.3 Financial Management.
5.3.1 Annual Bud.clet. CSUSA shall prepare and submit to the
CITY a detailed annual budget (on a modified cash basis) (the "Charter School Annual
Budget") by May 1, of each year. The budgets shall be substantially in accordance with the
Management Agreement Documents and shall include, as appropriate, the total number of
student stations for the coming academic year, all capital purchase requests, debt
repayments and/or cash loans required, operating revenues and operating expenditures
for the respective school year. The proposed Charter School Annual Budget shall
specifically include an amount to be reimbursed to the CITY for the cost of the Site that is
no less than the amounts identified in the Management Agreement Documents. Further,
the proposed Charter School Annual Budget shall maintain the amount of Total Salaries
and/or Total Salaries as a percent of Total Revenues substantially in accordance with the
Management Agreement Documents.
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
be 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 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.
5.3.2 Fund Raising 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.
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5.3.3 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 procured by CSUSA other than FTE, PECO, or other County, State or
Federal funds that are normally associated with the operation and development of a
charter school. Notwithstanding the above, CSUSA shall be responsible for preparing not
less than two (2) grant applications per calendar year during the term of this Agreement.
The CITY and/or CSUSA, with mutual agreement, may apply for and receive grant money
in the name of the other party.
5.3.4 Accountin,q, Bud.qefinq & Financial Reportina. CSUSA shall
perform all accounting, financial management, and reporting functions for the Charter
School as required under the Charter and in accordance with 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 for the Charter
School 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 quarterly
financial statements are submitted to the Chartering Entity in a timely manner and in
accordance with the Charter.
CSUSA shall additionally ensure the preparation of an annual financial report as of June
30th of each year. These reports shall include a complete set of annual financial
statements and notes thereto, prepared in accordance with Generally Accepted
Accounting principles and as required by the Charter. CSUSA shall ensure that the
required annual financial statements are prepared in a timely manner and shall provide the
Unaudited Statements to the City Manager no later than August 5th of each year and the
Audited Statements no later than September 1 '~ of each year. Additionally, a cumulative
listing of tangible personal property, fixtures and improvements of a non-consumable
nature purchased with public funds as defined in the Charter, shall be submitted yearly
with the annual audited financial statements. Upon authorization of the City Manager for
the Unaudited Statements and authorization of the Aventura City Commission for the
Audited Statements, CSUSA shall ensure that the Unaudited and Audited Statements are
submitted to the Chartering Entity in a timely manner consistent with the Charter.
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5.3.5 Audits. CSUSA shall accommodate all required audits of the
Charter School and shall ensure the availability of office space, telephone and copying
equipment, and access to all school records and source documents. The cost of audits
required by State Law and the Charter shall be included in the approved Charter School
Annual Budget and paid from the Charter School Fund.
CSUSA shall ensure that required audits are performed in accordance with the Charter
and provided to the City Manager in a timely manner no later than September 1'~ of each
year. At the CITY's option, the required audits may be performed by the CITY's auditors,
provided that such audits are performed in accordance with the Charter and provided to
the City Manager in a timely manner no later than September 1't of each year. 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.
5.3.6 Monthly Progress Reports CSUSA shall submit monthly
written reports, in a form substantially as indicated in Exhibit "B", detailing the progress
and achievements of the Charter School for the prior month to the City Manager. These
progress reports shall be transmitted with the monthly financial statements.
5.4 Facilities Manaqement.
5.4.1 The parties acknowledge that the CITY is currently constructing
a Community Recreation Center (the "Center"), on property adjacent to the Site. This
Center will include a gymnasium that will be available for use by the Charter School. It is
the intent of the parties to enter into a separate Shared Use Agreement that will specify the
respective rights and responsibilities of the parties for the Charter School's use of the
Center and the CITY's use of the Facility.
5.5 Human Resource Management.
5.5.1 Payroll Administration. CSUSA shall prepare, maintain,
administer, and report all payroll of CSUSA's employees hired to work at the Charter
School, including, without limitation, processing and issuing all checks, maintaining all
reports and payroll records and filing all necessary forms and returns, including worker's
compensation compliance, unemployment insurance compliance, withholding and social
security taxes and all tax and other forms relating to employment as may be required by
any federal, state or municipal authority during the term of this Agreement. All payroll and
other financial or operational records for the Charter School shall be segregated and
separated from all other CSUSA payroll records and shall be reported in a manner
allowing the payroll costs to be traced directly to the financial expenditures of the Charter
School. CSUSA shall deposit such payroll taxes as may be required by the Internal
13
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.
5.5.2 Personnel Administration, Employee Benefits, and
Personnel Policies and Procedures. 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
Management Agreement Documents. CSUSA shall also recruit qualified personnel for the
Charter School Principal, who shall be selected by mutual agreement between CSUSA and
the City Manager and shall be an employee of the CITY. The CITY agrees, with the
cooperation and involvement of CSUSA, to establish a job description, salaries and
benefits for the Charter School Principal. The parties agree that the Charter School
Principal shall be accountable to CSUSA for the day-to-day operations of the Charter
School and for carrying out the mission of the Charter School based on the goals and
objectives as stated in the Management Agreement Documents. CSUSA shall have the
right, at any time, to make recommendations to the City Manager regarding disciplinary
matters, including possible termination, of the Charter School Principal. The City Manager
will consider such recommendations of CSUSA and act in accordance with his
responsibilities as City Manager. CSUSA shall provide such 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 provide to such personnel
and shall administer the provision of such benefits. Any and all employment agreements
shall provide for the immediate assignability to the CITY, at its option, upon the expiration
of the term of this Agreement or in the event that this Agreement is terminated as provided
herein. In the event of such assignment, CSUSA and the CITY shall be responsible for
their respective duties under the terms of this Agreement until the date of assignment.
CSUSA shall indemnify the CITY for the acts and omissions of CSUSA occurring prior to
the date of assignment, and the CITY shall indemnify CSUSA for the acts and omissions of
the CITY following the occurrence of the date of assignment. CSUSA shall provide the
CITY with copies of all employment agreements to ensure they comply with the foregoing.
In order to attract and compensate teachers and administrators necessary to achieve the
performance criteria set forth in this Agreement, CSUSA agrees that, in the event
additional funds are necessary to attract and compensate such teachers and
administrators, as determined by CSUSA after consultation with the City Manager, CSUSA
shall commit such funds from its Management Fee as are necessary to accomplish this
goal.
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,
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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.
6.5.3 Traininq and Professional Development. CSUSA shall be
responsible for the training and continuing education of its educational faculty, including
the Charter School Principal, administrators, and State of Florida certified teachers
associated with the Charter School. CSUSA shall additionally be responsible for
implementing and monitoring professional development activity requirements applicable to
the Charter School's administrative and instructional personnel. Insofar as is possible,
CSUSA shall ensure that the Charter School's teachers are encouraged to participate in
professional development opportunities sponsored by the Chartering Entity in order to
increase teachers' content knowledge and pedagogy.
5.6.4 Administrator and Teacher Evaluation and Assessment.
CSUSA shall ensure that the Charter School implements an Administrator and Teacher
Evaluation and Assessment system in accordance with the Management Agreement
Documents.
6.6 Technolo.qy Manaqement.
5.6.1 Management Information Systems. On behalfofthe Charter
School, CSUSA, at its sole discretion, shall 'determine the Management Information
System ("MIS") to be utilized at the Charter School, provided however, that such MIS will
comply with the terms of this Section and the Management Agreement Documents. CSUSA
shall, in coordination and cooperation with the CITY and in accordance with Sections 6.2
and 6.3 of this Agreement, design, order, purchase, install, implement and administer a
MIS for the Charter School, consistent with the Charter School's purpose and goals. This
system, in conjunction with the applications required by the Chartering Entity, shall 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 the following functions shall be provided: 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, with reasonable notice to CSUSA and except as
provided for in Chapter 119, F.S., shall have full and unlimited access to the Charter
16
School-based 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.
Responsibility for maintaining all data and records stored and used by the Charter School
shall be with CSUSA and shall be in accordance with the Charter. The cost associated with
any design, license, implementation, and administration shall be included in the approved
Charter School Annual Budget and paid from the Charter School Fund.
5.7 Performance Criteria.
following minimum performance criteria:
The CITY and CSUSA shall agree to the
5.7.1 Education Management.
5.7.1.1 For the first year of operation, the Charter School shall
attain the following:
a) Reading - 70% of student test scores will improve by
ten (10) percentage points on the Comprehensive Test of Basic Skills (CTBS).
b) Reading - 70% of student test scores will improve by
ten (10) percentage points on the CTBS or norm-referenced/criterion-referenced test
administered by the Charter School over the first test administration in the fall of year 1.
c) Reading - Students in grades 3 - 5 will gain a year's
growth in a years time as measured by CSUSA's criterion referenced tests, teacher made
assessments and student portfolios.
d) Mathematics - The average test score by grade will
improve by ten (10) percentage points on the CTBS or norm-referenced/criterion -
referenced test over the first administration of the test.
e) Mathematics - Students in grades 3 - 5 will gain a
year's growth in a year's time as measured by CSUSA's criterion referenced tests, teacher
made assessments and student portfolios.
attain the following:
5.7.1.2 For each year of operation, the Charter School shall
a) All students will maintain a portfolio demonstrating and
charting improvement and mastery of skills required at that grade level. This portfolio will
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be part of the Personal Learning Plan (PLP) that is the compendium of parent, student and
teacher conferences. Each PLP will establish academic goals for each individual student in
relation to his/her performance and progress.
b) The median percentile by each grade level for the
Reading and Mathematics subtests of the State or Chartering Entity-required norm-
referenced test shall be no lower than the median percentiles achieved by the Miami-
Dade County Public Schools that the students of the CITY would otherwise attend based
on established attendance boundaries (currently, Highland Oaks and Ojus Elementaries).
For purposes of this section, the standard measurement of error for the norm-referenced
test shall be three (3) percentile points. This section will be automatically amended on an
annual basis to include additional subtests required by the State or Chartering Entity-
required norm-referenced tests, if any.
c) Beginning in Year 2, the State of Florida A+ Plan
Grade shall be no lower than a "B".
d) Meet the requirements delineated in Florida State
Board of Education Administrative Rule 6A-1.09981, Implementation of Florida's System of
School Improvement and Accountability, as may be amended from time to time.
5.7.2 Development and Operations Management.
5.7.2.1 The number of enrolled students, as defined in Section
10, shall be 95% of the number of students allowed under the Charter.
5.7.2.2 The year-to-year student retention rate shall be 80%
from the 2003-04 school year to the 2004-05 school year, 85% from the 2004-05 school
year to the 2005-06 school year, and 90% for each year-to-year period thereafter. The
year-to-year student retention rate shall be determined by expressing the number of
students who were enrolled in the Charter School at both the beginning of the earlier
school year (October enrollment period) and at the beginning of the subsequent school
year (October enrollment period), as a percentage of the number of students who were
enrolled in the Charter School at the beginning of the eadier school year (October
enrollment period). For purposes of retention rate calculation, a student shall not be
included in either the earlier or subsequent enrollment counts if he/she has left the school
for non-causal reasons, as determined by an exit survey. Non-causal reasons shall be: a
change of residence, change in transportation requirements, articulation beyond the fifth
grade, repeated discipline issues or expulsion. The non-causal identifiers may be reviewed
annually and revised by mutual agreement between CSUSA and the CITY. The exit survey
to be used shall be approved by the City Manager; whose approval shall not be
unreasonably withheld.
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5.7.2.3. The percentage of parents who on the Parent Survey
agree or strongly agree to the statement that "1 would recommend the Charter School to a
friend" is 80% in year 1 and 90% each year thereafter.
5.7.3. Financial Management.
5.7.3.1. The Charter School Annual Budget is substantially in
conformance with the Management Agreement Documents. The proposed Charter School
Annual Budget shall specifically include an amount to be reimbursed to the CITY for the
cost of the Site that is no less than the amount identified in the Management Agreement
Documents, and shall maintain the amount of Total Salaries and/or Total Salaries as a
percent of Total Revenues substantially in accordance with the Management Agreement
Documents.
5.7.3.2. CSUSA shall operate the Charter School within the
Charter School Annual Budget, as approved by the Aventura City Commission.
deficits.
5.7.3.3. The Charter School shall complete the year with no
5.7.3.4. The audits required by State Law and the Charter shall
indicate that the financial statements are presented fairly and that tests of compliance with
laws and regulations and consideration of the internal control over financial reporting
disclose no instances of non-compliance, nor any material weaknesses.
5.7.4 Facilities Management.
5.7.4.1 Subject to the terms and conditions of any Charter
School Maintenance Agreement established pursuant to Section 6.4, the percentage of
parents who on the Parent Survey agree or strongly agree to the statement "The school
buildings and grounds are clean and well maintained" is 90%.
5.7.5 Human Resources Management.
5.7.5.1. The amount paid for Total Salaries and/or Total
Salaries as a percent of Total Revenues shall be substantially in accordance with the
Management Agreement Documents.
5.7.5.2. Class size and student/classroom teacher ratios shall
be maintained throughout the school year at 20:1 for Kindergarten and 25:1 for Grades 1
through 5. Any vacancy in a classroom teacher position that results in an increase to the
student/classroom teacher ratio shall be filled with a permanent qualified teacher as soon
as possible, provided however, that no such vacancy shall remain unfilled by a permanent
t8
qualified teacher for more than four weeks from the date of the vacancy, unless authorized
by the City Manager, unless the lack of such authorization would contradict applicable
local, state or federal law.
5.7.5.3. CSUSA shall make every reasonable effort to insure
that the experience level of the Charter School's instructional staff shall be substantially
distributed such that at least 1/3 are categorized as "Veterans" (teachers with more than 7
years of teaching experience) and at least 2/3 are categorized as "Veteran" or "Mid-Level"
(Teachers with three to seven years of teaching experience). In determining experience
levels, advance degrees and other relevant work experience may be considered. If the
experience levels of the Charter School's instructional staff are not substantially in
compliance with this section, CSUSA shall provide reasonable documentation and
information to the City Manager detailing the recruiting efforts that were made to attract
experienced instructional staff, explanations and/or special circumstances and actions
planned to achieve substantial compliance with this section.
5.7.5.4. Beginning in the third year, the year-to-year retention
rates for permanent staff and for classroom teachers, excluding staff or teachers dismissed
for cause and as adjusted for mobility, shall be 80%.
5.8 Other.
5.8.1 Provision of Liaison Services. CSUSA shall designate a
member of senior management personnel to be the point of contact for the City Manager
for all issues.
5.8.2 Other Activities. CSUSA shall be responsible for ensuring that
the Charter School complies with the terms and conditions of the Charter and shall, in a
timely manner, provide information and perform all other activities required of CSUSA
during the term of this Agreement to maintain a fully operational Charter School.
following:
Responsibilities of the CITY. The CITY shall be responsible for the
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 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
19
asserted violation in fact exists, to correct any violation found to exist, and vigorously
contest the asserted violation if the same is found not to exist. No changes will be made by
the CITY to the approved Charter between the CITY and the Chartering Entity that directly
impact CSUSA's performance without CSUSA's consent and approval; such consent and
approval shall not be unreasonably withheld.
6.2 Furniture, Fixtures, Equipment and Technolo.qy ("FFE&T"). Upon
written instructions from CSUSA, the CITY shall be responsible for obtaining, ordering and
purchasing any FFE&T to be utilized in or by the Charter School during the term of this
Agreement. At the CITY's option, the CITY may request that CSUSA order some or all of
the FFE&T. Regardless of whether the CITY or CSUSA orders the FFE&T, such order(s)
shall be in compliance with the written instructions from CSUSA unless mutually agreed
otherwise.
6.3 Books and Supplies. Upon written instructions from CSUSA, the
CITY shall be responsible for obtaining, ordering and purchasing the books and supplies
to be utilized in or by the Charter School during the term of this Agreement. At the CITY's
option, the CITY may request that CSUSA order some or all of the books and supplies.
Regardless of whether the CITY or CSUSA order the books and supplies, such order(s)
shall be in compliance with the written instructions from CSUSA unless mutually agreed
otherwise.
6.4 Facility Maintenance. CSUSA shall be responsible for custodial
services and ordinary repair and maintenance concerning the day-to-day operation of the
Charter School, such as a clogged sink, and replacing light bulbs, etc. ("Custodial and
Day-to-Day Maintenance"), in accordance with the Management Agreement Documents.
The CITY shall be responsible for all other repair and maintenance, including but not
limited to ground maintenance and maintenance of the physical plant in accordance with
the Management Agreement Documents. Any contract entered into by CSUSA for the
provision of all or part of the Custodial and Day-to-Day Maintenance shall comply with the
provisions of Section 32 of this Agreement. The costs associated with the Custodial and
Day-to-Day Maintenance shall be included in the Charter School Annual Budget and paid
for from the Charter School Fund. CSUSA shall be responsible for, and pay for, any and all
repairs or replacements necessary relative to the Charter School Facility, the FFE&T, and
the books and supplies that arise due to the intentional acts or willful misconduct of
CSUSA, its employees, agents, contractors, guest and invitees.
At the CITY's option, the CITY may elect to be responsible for all or part of
the Charter School's Custodial and Day-to-Day Maintenance. Should the CITY elect to be
responsible for all or part of the Charter School's Custodial and Day-to-Day Maintenance,
it is the intent of the parties to enter into a separate Charter School Maintenance
Agreement that will supercede and replace this Section 6.4 and will specify the respective
rights, responsibilities and costs of each party and the Charter School, provided however,
20
that the costs associated with the Custodial and Day-to-Day Maintenance services shall be
in compliance with the Charter School Annual Budget, as may be amended from time to
time.
6.5 Tax Exempt Fund Raisin,q Activities. If the CITY concludes it is
appropriate to do so, the Charter School may seek to establish a separate tax-exempt
organization to conduct fund raising activities and receive tax deductible contributions in
support of the Charter School and/or of education generally. CSUSA shall cooperate with
such tax-exempt organization as necessary and appropriate.
6.6 Fundin,q For Charter School Costs and Expenses. The CITY shall
maintain a Charter School Fund to account for expenditures and revenues associated with
the Charter School. It is understood by CSUSA and the CITY, that any and all funds
expended by the CITY pursuant to this Agreement and the Planning Agreement, including
costs and expenses associated with the planning and development of the Charter School
such as, start up funding, land acquisition and capital improvements including construction
of the Facility and CSUSA Fees, professional services contract fees and other out-of-
pocket costs and expenses, shall be reimbursed to the CITY from Charter School
revenues. The reimbursement schedule shall be included in the proposed Charter School
Annual Budget. 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 each subsequent
budget year, that would not be generally known to CSUSA or included in the Management
Agreement Documents; such estimate shall be included in the proposed Charter School
Annual Budget.
6.6.1 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 School's actual expenditures, reported
on a modified cash basis of accounting (including but not limited to all capital
expenditures). CSUSA shall submit to the CITY a schedule for payroll at the beginning of
the academic year. This schedule may be amended from time to time, as appropriate.
The CITY shall be required to wire or ACH transfer payment from the Charter School Fund
for the payroll at least five (5) business days prior to a schedule payroll date or other set
due date, as applicable. For all other Charter School expenses, CSUSA shall submit
requests to the City Manager bi-monthly for the fund(s) for which CSUSA is seeking
payment and such other expenses shall be deemed due, subject to the provisions of
Section 10 for Management and Incentive Fees, upon approval by the City Manager after
receipt by the CITY of the monthly financial statement and invoices, and such source
documents, supporting schedules, summaries and explanations as may reasonably be
requested by the City Manager from time to time (~approved expenditures"). The City
Manager shall direct payment from the Charter School Fund to CSUSA for all approved
expenditures within seven (7) business days. CSUSA agrees to provide the CITY, within
21
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.
6.7 Charter School Department. It is the intent of the CITY to establish a
Charter School Department which shall be responsible to the City Manager. CSUSA shall
be accountable to the City Manager. Neither the City Commission nor its members shall
give orders to CSUSA, its employees or employees of the City Charter School Department,
either publicly or privately. Recommendations for improvements in Charter School
operations by Commissioners shall be made solely to and through the City Manager.
6.8 Annual Review of Performance Criteria. On an annual basis, the
CITY and CSUSA shall review the minimum performance criteria established in Section 5.7
and the Incentive Fee eligibi{ity requirements established in Section 10.2, including
measurement methodology and assumptions, to jointly verify and/or modify the criteria,
requirements, measurement methods and assumptions to accurately and appropriately
evaluate the performance and effectiveness of CSUSA and the Charter School as
contemplated in the Management Agreement Documents. The CITY may, at its sole option,
modify the measurement methods and/or assumptions should it determine that such
modifications are necessary to more accurately and appropriately evaluate the
performance and effectiveness of CSUSA and the Charter School as contemplated in the
Management Agreement Documents. During the annual review, CSUSA and the CITY
shall additionally determine the specific tests/instruments upon which the minimum
performance criteria delineated in Section 5.7.1 shall be based for the subsequent school
year.
6.9 Other Activities. The CITY shall, in a timely manner, provide all
information and perform all other activities required of the CITY during the term of this
Agreement to maintain a fully operational Charter School.
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 Obli,qations. The parties hereto shall actively and
diligently coordinate all extracurricular activities, 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 Management Agreement Documents and the Planning
22
Agreement.
9. Charter Schools Fundin,q Resources. All revenues, grants, and revenue
allocations received by or targeted to the Charter School, shall be directed to and retained
in the Charter School Fund, as established by the CITY.
10. Management and Incentive Fees. Subject to annual appropriations by the
City Commission and the provisions of Section 10,3, the CITY shall pay CSUSA annual
management and incentive fees for the performance by CSUSA of its responsibilities as
provided in this Agreement as follows:
10.1 Mana,qement Fee. The base Management Fee shall be as follows:
Year 1
Years 2-3
Years 4-5
13% of the funding for student enrollment, as adjusted.
11% of the funding for student enrollment, as adjusted.
10% of the funding for student enrollment, as adjusted.
The funding for student enrollment, as adjusted, shall be the sum of
district operating funds from the Florida Education Finance Program (FEFP), including
gross state and local funds, discretionary lottery funds, and discretionary operating millage
funds divided by total district funded weighted full-time equivalent (WFTE) students times
the weighted full-time equivalent students of the Charter School and the Charter School's
proportionate share of categorical program funds included in the FEFP, less 5 %, and as
may be adjusted for factors including, but not limited to, changes in the number of enrolled
students, state holdbacks and state prorations, and a proportional share of any unfounded
WFTE for Group 2 programs.
All payments to CSUSA for the base Management Fee shall be paid
and deemed, earned pro-rata by CSUSA on a monthly basis, beginning July 1, 2003, with
each payment representing 1/12 of the annual base Management Fee. Payments to
CSUSA shall not begin until the operating funding for student enrollment, as adjusted, in
the Charter School are received by the CITY from the Chartering Entity, provided however,
that the first payment to CSUSA shall include retroactive payments to July 1,2003, if any,
and provided further, that the final monthly payment of each year shall be paid upon the
acceptance of year-end financial reports demonstrating that the Charter School completed
the year with no deficit.
For the purposes of this Agreement, the number of "enrolled students"
shall be equal to the Chartering Entity's FTE student count used to determine FTE Funding
for the Charter School
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10.2 Incentive Fees. In any year where CSUSA and the Charter School meet
or exceed all the performance criteria specified in Section 5.7 of this Agreement, the CITY
shall award a separate Incentive Fee upon any of the following events:
10.2.1 In order to supplement and enhance the County, State or
Federal funds that are normally associated with the operation and development of a
school, the CITY and CSUSA shall endeavor to obtain revenues from other sources,
including grants and donations (the "Additional Revenues"). CSUSA shall be entitled to
an amount equal to ten percent (10%) of all revenues received from Additional Revenues
directly attributable to CSUSA's efforts.
10.2.2. Starting in Year 2, if the median percentile by each grade
level on the State or Chartering Entity required norm-referenced test:
10.2.2.1 Reading - exceeds the performance criteria established in
Section 5.7.1.2(b) by at least five (5) median percentile points or exceeds the performance
criteria established in Section 5.7.1.2(b) and is equal to or greater than the 75r" percentile,
CSUSA shall be entitled to an amount equal to one;half percent (.5%) of the funding for
student enrollment, as adjusted, for that year.
10.2.2.2 Mathematics - exceeds the performance criteria established
[n Section 5.7.1.2(b) by at least ten (10) median percentile points or exceeds the
performance criteria established in Section 5.7.1.2(b) and is equal to or greater than the
85t~ percentile, CSUSA shall be entitled to an amount equal to one-half percent (.5%) of
the funding for student enrollment, as adjusted, for that year.
10.2.3 If the cumulative response on an annual parent survey results
in:
10.2.3.1 Re-enrollment - The percentage of parents who Agree or
Strongly Agree to the statement "1 intend to re-enroll my child for the next school year" is
80% in year 1 and 90% in each year thereafter, then CSUSA shall be entitled to an amount
equal to one-half percent (.5%) of the funding for student enrollment, as adjusted, for that
year.
10.2.3.2 Safety - The percentage of parents who Agree or Strongly
Agree to the statement that "Students feel safe at Aventura Charter Elementary School" is
80% in year I and 90% in each year thereafter, then CSUSA shall be entitled to an amount
equal to one-half percent (.5%) of the funding for student enrollment, as adjusted, for that
year.
10.2.4. Starting in Year 2, if the Charter School achieves a grade of
"A" under the State of Florida A+ Plan, CSUSA shall be entitled to an amount equal to one
percent (1%) of the funding for student enrollment, as adjusted, for that year.
24
10.2.$. In any year that a land reimbursement payment is made to the
CITY and that payment exceeds the land reimbursement payment specified for that same
year in the Management Agreement Documents, then an amount equal to five percent
(5%) of this excess shall be payable to CSUSA.
10.2.6 All Incentive Fees shall be paid and deemed earned by
CSUSA in one payment on an annual basis, after verification by the CITY of eligibility
based on the documentation, information and reports submitted by CSUSA pursuant to
Section 5.2.6.1 and upon the acceptance by the CITY of the year-end financial reports. If
the CITY terminates this Agreement without cause in accordance with Section 14.2,
CSUSA shall be entitled to a pro-rata share of the annual Incentive Fee to be paid
pursuant to this section, if any, The pro-rata share will be 1/12 of the annual Incentive Fee
times the number of months in which CSUSA performed Services pursuant to this
Agreement for the school year on which the annual Incentive Fee is based. Any pro-rata
share of Incentive Fees pursuant to this Section, shall be paid to CSUSA in one payment
after the close of the then school year and after verification by the CITY of eligibility based
on the documentation, information and reports submitted by CSUSA pursuant to Section
5.2.6.1 and upon the acceptance by the CITY of the year-end financial reports.
10.3 Subordination of Manaqement and Incentive Fees. In any year
where there is a shortfall in total revenues (operating and capital outlay), the base
Management Fees and Incentive Fees provided in Section 10 shall be subordinate to the
operating expenses of the Charter School and the debt service on the debt incurred by the
CITY for the acquisition, design, construction, and development of the Charter School
Facility, in the amounts as herein specified, unless an amended balanced Charter School
Annual Budget, based on the reduced revenues and that substantially conforms with the
terms and conditions of the Management Agreement Documents, can be prepared by
CS USA in accordance with Section 5.3.1., The subordination amounts shall be as follows:
Year 1
Year 2
Year 3
Year 4
Year 5
Maximum subordination of 2%
Maximum subordination of 2%
Maximum subordination of 3%
Maximum subordination of 4%
Maximum subordination of 4%
Further, the payment of the Management and Incentive Fees to CSUSA by
CITY is subject to availability and payment of FTE Funds, funds allocated for Charter
School capital outlay purposes, and any other education funds from the State of Florida, as
provided by law.
11. Insurance. CSUSA shall maintain comprehensive general liability insurance
in the amount of Five Million and no/100 Dollars ($5,000,000.00) per occurrence combined
25
single limit and Five Million and no/100 Dollars ($5,000,000.00) in the aggregate, insuring
against property damage and personal injury and death occurring in connection with the
Charter School. In addition, CSUSA shall maintain workers compensation insurance in the
amount of the greater of Fifty Thousand and no/lO0 Dollars ($50,000.00) or the minimum
amount required by law.
'12. Indemnification.
12.1 CSUSA agrees to indemnify, defend with counsel (reasonably
acceptable to the CITY) and hold the CITY, and its elected officials, officers, employees,
and agents (the "Indemnified Parties"), harmless from any and all claims, actions, costs,
expenses, damages and liabilities, including reasonable attorney's fees and costs at both
the trial and appellate levels, arising out of, connected with or resulting from (a) the
negligence, intentional wrongful act or misconduct of CSUSA, its officers, employees and
agents, in connection with the Agreement, (b) CSUSA's breach of this Agreement or any
applicable federal, state, local or Chartering Entity law, ordinance, rule or regulation and/or
(c) any failure by CSUSA to pay its suppliers or subcontractors. The duty to indemnify will
continue in full force and effect notwithstanding the expiration or termination of the
Agreement with respect to any claims based on facts or conditions that occurred or
accrued prior to such expiration or termination.
12.2 Subject to the provisions and monetary limitations of F.S. 768.28, as
amended or superseded, the CITY agrees to indemnify, defend with counsel (reasonably
acceptable to CSUSA) and hold CSUSA, its officers, employees, and agents (the"CSUSA
Indemnified Parties"), harmless from any and all claims, actions, costs, expenses,
damages and liabilities, including reasonable attorney's fees and costs at both the trial and
appellate levels, arising out of, connected with or resulting from (a) the negligence,
intentional wrongful act or misconduct of the CITY, its employees and agents, in
connection with the Agreement, (b) the CITY's breach of this Agreement or any applicable
federal, state, local or Chartering Entity law, ordinance, rule or regulation, and/or (c) any
failure by the CITY to pay its suppliers or subcontractors. The duty to indemnify will
continue in full force and effect notwithstanding the expiration or termination of the
Agreement with respect to any claims based on facts or conditions that occurred or
accrued prior to such expiration or termination.
12.3 Upon becoming aware of the potential for a claim hereunder, the party
seeking indemnification shall promptly notify the other party in writing of the existence of
such claim, demand or other action giving rise to a claim for indemnification under this
provision (a "Third Party Claim") and shall give such other party a reasonable opportunity
to defend the same at its own expense and with its own counsel, provided however that the
CITY or CSUSA shall at all times have the right to participate in such defense at its own
expense.
12.4 If, within a reasonable amount of time after receipt of notice of a Third
Party Claim, the CITY or CSUSA shall fail to undertake to so defend, the party seeking
indemnification shall have the right, but not the obligation, to defend and to compromise or
settle (exercising reasonable business judgment) the Third Party Claim for the account and
at the risk and expense of the party responsible for indemnification hereunder. Each party
agrees to cooperate and to make available to the other party, such information and
assistance as may be reasonably requested in connection with the defense of a Third
Party Claim.
13. Default. A default shall be deemed to have occurred for certain events or
conditions (each, an "Event of Default"), which include, but are not limited to the following:
13.1 Any action, inaction or creation of circumstances that put the Charter in
jeopardy of non-renewal or termination pursuant to the Charter or any applicable federal,
state, local or Chartering Entity law, ordinance, rule or regulation; or
13.2 Failure to pay any amount due hereunder within thirty (30) days after
written notice to the defaulting party that such amount is due; or
13.3 Failure to remedy a material breach of this Agreement, including, but
not limited to, a default in the due and punctual observance or performance of any
provision contained heroin, within thirty (30) days after written notice to the defaulting
party; or
13.4 If CSUSA shall under such law as shall be applicable to it commence
any case or proceeding, or file any petition in bankruptcy, or for reorganization, liquidation
or dissolution, or be adjudicated, insolvent or bankrupt, or shall apply to any tribunal for a
receiver, 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 aggrogate of its property or any
substantial part thereof; or if it shall wind up or liquidate its affairs or there shall be issued
a warrant of attachment, execution, or similar process against any substantial part of its
property, and such warrant, execution or process shall remain un-dismissed, unbounded or
undischarged for a period of ninety (90) days, this Agreement shall be deemed
immediately terminated upon the occurrence of such event; or
13.5 If the ownership of CSUSA shall be transferred or assigned, directly or
indirectly, without the prior written consent of the CITY, in violation of Section 36; or
27
1 $.6 If CSUSA uses funds not in accordance with the terms of this Agreement
including both negligent and fraudulent use of funds, or if CSUSA fails to obtain or
maintain any license, inc!uding the revocation of such license by an administrative or
judicial body, that may be required for CSUSA to carry on its business and perform its
obligations and functions under this Agreement. For purposes hereof, any fraudulent use
of funds shall include the use of funds by misrepresentation, concealment, nondisclosure,
misleading conduct, devices, or contrivance.
13.7 If any representation, statement, or warranty made in the Agreement by
CSUSA or the CITY is false, misleading, or breached in any material respect.
Upon the occurrence of an Event of Default, the non-defaulting party shall be
entitled to pursue all remedies available under law or equity, and in addition to such
remedies, may immediately terminate this Agreement with Cause in accordance with
Section 14.1.
14. Term[nation of this Agreement. This Agreement may be terminated by the
parties as follows:
14.1 Termination with Cause or for Nonperformance. Upon the
occurrence of an Event of Default beyond applicable grace, notice and cure periods, the
non-defaulting party shall be entitled to terminate this Agreement with cause or for
nonperformance (hereinafter referred to as "Termination with Cause"), prior to the end of
the term, with seven (7) days prior written notice.
14.1.1 Termination with Cause may include, but is not limited to,
failure for CSUSA to account for its expenditures or to pay operating costs; failure to follow
the policies, procedures, rules, regulations or curriculum as adopted by CSUSA.
14.1.2 Notwithstanding the foregoing, the failure to obtain any one of
the performance criteria in Section 5.7 of this Management Agreement, shall be cause for
the CITY to terminate this Management Agreement with cause, unless CSUSA, within thirty
(30) days from receipt of written notice from the CITY, presents and agrees to implement
an action plan, acceptable to the City Manager, detailing the actions to be taken by
CSUSA to raise the performance level to acceptable standards, provided however that the
revocation of the Charier by the Chartering Entity, shall be cause for the CITY to terminate
with cause this Management Agreement, without providing CSUSA an opportunity to cure.
14.1.3 Upon Termination with Cause, the parties shall immediately
end their performance of obligations pursuant to this Agreement and shall have no further
obligations or responsibilities to each other as of the date of such termination, including
any payment obligations (except reimbursement of authorized expenses incurred by
CSUSA on behalf of the CITY or the Charter School and unpaid earned Fees), except as
28
otherwise indicated in this Agreement, and the non-defaulting party shall be entitled to
pursue all remedies available under law or equity in addition to the termination of this
Agreement.
14.2 Termination without Cause. This Agreement may be terminated
without cause (hereinafter referred to as "Termination without Cause"), as follows:
14.2.1 This Agreement shall terminate on June 30, 2008, 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, upon thirty (30) days advanced written notice,
due to a change in federal, state or local or Chartering Entity law, ordinance, policy, rule,
regulation or appropriations during the term of this Agreement which would materially
impact the ability to design, build, operate or maintain the Charter School substantially in
conformance with the Management Agreement Documents. Such changes could include,
but not be limited to, a charter school capital outlay funds appropriation that does not
provide for the Charter School to receive funding substantially in accordance with the
Management Agreement Documents, or a modification that would substantially impact the
ability to limit the enrollment process to target the children of the CITY.
14.2.3 By the CITY, at any time and for any reason or no reason, upon
six (6) months days advance written notice.
14.2.4 Upon Termination without Cause, the parties shall have no
further obligations or responsibilities to each other as of the date of such termination,
including any payment obligations (except reimbursement of authorized expenses incurred
by CSUSA on behalf of the CITY or the Charter School and unpaid eamed Fees), except
as otherwise indicated in this Agreement.
15. Transfer of Functions Upon Termination. In recognition of the paremount
importance of maintaining the integrity and continuing operations of the Charter School,
upon the expiration of the term of this Agreement, or in the event this Agreement is
terminated pursuant to Section 14, or as otherwise indicated in this Agreement, CSUSA
agrees to cooperate with the CITY during the transition of operations of the Charter School
and for the transfer, within thirty (30) calendar days of such termination, of the documents
which relate to the planning, design, development and operating functions of the Charter
School (to the extent such documents ara owned by the CITY) from CSUSA to the CITY or
an entity selected by the CITY. Such cooperation shall include, but is not limited, to:
15.1 Assignment, in accordance with Section 5.5.2 of this Agreement, of all
employees and employment contracts of the Charter School and the transfer of employee
records to the CITY or an entity selected by the CITY.
29
15.2 Transfer of all student records, then current curriculum programs and
class syllabi of the Charter School (unless the same is proprietary to CSUSA), if any, to the
CITY or an entity selected by the CITY.
15.3 Assignment, at the CITY's sole option and in accordance with the
provisions of Section 32 of this Agreement, of all contracts, subcontracts and/or
agreements, if any, entered into by CSUSA for the Charter School, to the CITY or an entity
selected by the CITY, if such contracts or subcontracts are assignable.
15.4 CSUSA shall provide the CITY, or an entity selected by the CITY, all
hardware, software, business applications and other intellectual property (with password
and configuration information) purchased by CITY. If CSUSA uses software or
applications 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 (based upon the then existing market value) to be
negotiated in good faith by the parties.
15.5 Transfer of all property including, but not limited to, furniture, r~ures,
equipment, materials, software and hardware acquired for the Charter School by the CITY
and purchased by the CITY or through the use of funds designated for the Charter School,
to the CITY or an entity selected by the CITY.
15.6 The delivery of any and all Public Records in CSUSA's possession to
the CITY or an entity selected by the CITY.
15.7 Transfer of any and all other information owned by the CITY, or
provision of assistance, to ensure the least disruption of the continuing operations of the
Charter School as a result of the termination of this Agreement.
15.8 The provisions of Section 15 shall survive the termination of this
Agreement.
16. Entire A.qreement. This Agreement and all documents contemplated herein
including the Management Agreement Documents, represent the entire understanding and
agreement between the parties with respect to the subject matter hereof, and supersedes
all other negotiations, understandings, and representations (if any) made by and between
such parties. The previsions 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.
3O
17. Assignments. No party shall assign or pledge its rights or obligations
hereunder without the prior written consent of the other party to this Agreement, which
consent may be withheld by such party in its sole discretion except as otherwise provided
for in this Agreement.
18. Further Assurances. The parties hereby agree from time to time to execute
and deliver such further and other assurances, assignments and documents and do all
matters and things that may be convenient or necessary to more effectively and completely
carry out the intentions of this Agreement.
19. Relationship of Parties. The relationship between the parties hereto shall
be solely as set forth herein as independent contractors and neither party shall be deemed
to be an employee, agent, partner, or joint venturer of the other.
20. Interpretations. This Agreement shall not be construed more strictly against
one party than against the other merely because it may have been prepared by counsel for
one of the parties, it being recognized that both parties have contributed substantially and
materially to its preparation.
21. Time of the Essence. Time of performance by either party of each and
every provision or covenant herein contained is of the essence of this Agreement. CSUSA
shall be responsible for ensuring the timely performance of all activities and
responsibilities required during the term of this Agreement, including the production of
documents, in compliance with all applicable federal, state, local and Chartering Entity
laws, ordinances, rules and regulations, to ensure that the Charter School is fully
operational for the 2003-2004 school year and is maintained as a fully operational Charter
School in compliance with the Management Agreement Documents during the term of this
Agreement. For the purpose of this Agreement, "timely~' shall include a reasonable time for
review, consideration, and/or modification by the City Manager, and, whenever deemed
necessary by the City Manager, shall include the appropriate time necessary for
submission, consideration and/or approval by the Aventura City Commission.
22. Bindinq 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;
31
23.3 overnight courier, or
23.4 facsimile with a hard copy followup pursuant to Sections 23.1, 23.2
or 23.3 to:
If to CSUSA:
Charter Schools USA at Aventura, L.C.
6245 N. Federal Highway, Suite 500
Fort Lauderdale, Florida 33308
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:
Eric M. Soroka
City Manager
City of Aventura
19200 West Country Club Drive
Aventura, Florida 33180
Fax: (305) 466-8919
With a copy to:
Weiss Serota Helfman Pastoriza & Guedes, P.A.
2665 South Bayshore Drive
Suite 420
Miami, Florida 33133
Attn: Steven W. Zelkowitz, Esq.
Fax: (305) 854-2323
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.
32
24. Headin.qs. 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.
25. Severability. If any part of this Agreement or any other agreement entered
into pursuant hereto is contrary to, prohibited by or deemed invalid under applicable law or
regulation, such provision shall be inapplicable and deemed omitted to the extent so
contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby
and shall be given full force and effect so far as possible.
26. Waivers. The failure or delay of any party at any time to enforce this
Agreement shall not affect such party's right to enforce this Agreement at any other time.
Any waiver by any party of any breach of any provision of this Agreement shall not be
construed as a waiver of any continuing or succeeding breach of such provision, a waiver
of the provision itself, or a waiver of any right, power, or remedy under this Agreement. No
notice to or demand on any party in any case shall entitle such party to any other or further
notice or demand in any other circumstance.
27. Outside Business. Nothing contained in this Agreement shall be construed
to restrict or prevent, in any matter, CSUSA or its representatives or principals from
providing services to any third-party similar to the services provided pursuant to this
Agreement.
28. Third Parties. Nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies on any person other than the parties hereto and
their respective legal representatives, successors, and permitted assigns, nor is anything
in this Agreement intended to relieve or discharge the obligation or liability of any third
person to any party to this Agreement, nor shall any provision give any third person any
right to subrogation or action over or against any party to this Agreement.
29. Jurisdiction and Venue. The parties acknowledge that a substantial portion
of the negotiations, anticipated performance and execution of this Agreement occurred or
shall occur in Miami-Dade County, Florida, and that, therefore, without limiting the
jurisdiction or venue of any other federal or state courts, each of the parties irrevocably
and unconditionally:
29.1 agrees that any suit, action or legal proceeding arising out of or
relating to this Agreement may be brought in the courts of record of the State of Florida in
Miami-Dade County or the court of the United States, Southern District of Florida in Miami
-Dade County.
29.2 consents to the jurisdiction of each such court in any suit, action, or
proceeding; and
33
29.3 waives any objection which it may have to the laying of venue of any
such suit, action, or proceeding in any of such courts.
30. Enforcement Costs. In the event of any controversy arising under or
relating to the interpretation or implementation of this Agreement or any breach thereof,
the prevailing party shall be entitled to recover all court costs, expenses, and reasonable
attorneys' fees (including, without limitation, all pre-trial, trial and appellate proceedings)
incurred in that action or proceeding, in addition to any other relief to which such party or
parties may be entitled.
31. Remedies Cumulative. No remedy herein conferred upon any party is
intended to be exclusive of any other remedy, and each and every such remedy shall be
cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law, in equity, by statute or otherwise. No single or partial exercise by
any party of any right, power, or remedy hereunder shall preclude any other or further
exercise thereof.
32. Contracts and Subcontracts CSUSA may contract and/orsubcontract for
the performance of any of its responsibilities set forth in this Agreement, subject to notice
to the CITY, such notice to indicate if the contract and/orsubcontract will provide for
assignment to the CITY in the event of the termination of this Agreement, and the CITY's
opportunity to review any and all proposed contracts and/or subcontracts in connection
with the performance of the duties, functions, and responsibilities under this Agreement.
CSUSA shall be responsible for the management of all contractors and/or subcontractors
in the performance of their work. Nothing herein shall create any relationship, contractual
or otherwise, between CITY and any contractor or subcontractor. Notwithstanding the
rights of CSUSA to enter into such contracts, subcontracts and agreements and the
contractual obligations of contractor or subcontractor to CSUSA, CSUSA shall remain
liable to the CITY for the performance of Services under this Agreement.
Any and all contracts, subcontracts and agreements entered into by CSUSA pursuant to
this Agreement shall (i) contain insurance and indemnity requirements in favor of the CITY
consistent with Sections 5.2.8 and 12 of this Agreement, (ii) if possible, provide that the
CITY is a third part beneficiary of such contract, subcontract or agreement, and (iii) if
possible, include provisions that provide for the assignment of these contracts,
subcontracts or agreements, at the CITY's sole option, to the CITY, or an entity of the
CITY's selection, upon the expiration of the term of this Agreement or in the event this
Agreement with CSUSA is terminated pursuant to the terms herein. In the event of such
assignment, CSUSA and the CITY shall be responsible for their respective duties under
the terms of this Agreement until the date of assignment. CSUSA shall indemnify the CITY
for the acts and omissions of CSUSA occurring prior to the date of assignment, and the
CITY shall indemnify CSUSA for the acts and omissions of the CITY following the
34
occurrence of the date of assignment. CSUSA shall provide CITY with copies of all
contracts, subcontracts and agreements to ensure they comply with the foregoing.
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. GoveminR 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. CSUSA shall have the sole and exclusive right to license such materials for
use by other school districts, other public schools, or other customers, or to modify and/or
sell such materials for use by school districts, other public schools or other customers.
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 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 ofthe Charter School. During the term of this Agreement, CSUSA may disclose such
proprietary information, including that which is currently in existence as well as that which
may be created in the future. The CITY, to the extent permitted by law, shall treat all
proprietary information specifically identified in writing by CSUSA as though it were a trade
secret and copyrighted and shall use efforts as may be reasonably requested by CSUSA
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 other than
to the extent necessary for implementation of this Agreement or as licensed from CSUSA
for the continuing planning, design, development and operation of the Charter School;
provided, however, that CSUSA acknowledges that any information provided to the CITY
may be a public record under Florida law and may be subject to disclosure.
36. Sale or Transfer of Interest in CSUSA. This Agreement is made by the
CITY with CSUSA in its current ownership form and in reliance on the expertise of the
current principals and owners of CSUSA, including Jonathan Hage. No substantial
ownership or any other form of control of CSUSA, including the development and planning
of the Charter School, shall be transferred, pledged, mortgaged or assigned, directly or
indirectly, without the prior written consent of the CITY, through the City Manager. For
35
purposes of this Agreement "substantial change in ownership" shall be defined as when a
majority of CSUSA ownership is not maintained by Jonathan Hage. In determining
whether to approve of any such transfer, pledge, mortgage or assignment, the City
Manager may consider, without limitation:
36.1 whether the now current individual principals and managers of
CSUSA will continue to retain total administrative control over the Charter
School;
36.2 the qualifications and character of the individuals or entities that are
to receive the transferred or assigned interest from CSUSA.
The CITY, upon considering the approval of the transfer or assignment, shall not
unreasonably withhold approval of such based upon the foregoing criteria.
37. Additional Audits. In addition to the audits required pursuant to Section
5.3.5 of this Agreement, the CITY shall have the right, at any time during business hours,
at the CITY's sole expense, and with reasonable notice to CSUSA, to inspect and audit, or
caused to be inspected and audited by a certified public accounting firm selected by the
CITY, the business records, bookkeeping and accounting records, tax records and retums
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.
38. PolicelRe.qulatory 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 the Facility, and any improvements or operations relative thereto. Nothing in this
Agreement shall be deemed to create an affirmative duty of CITY to abrogate its sovereign
right to exercise its police powers and governmental powers by approving or disapproving
or taking any other action in accordance with its zoning and land use codes, administrative
codes, ordinances, rules and regulations, federal laws and regulations, state laws and
regulations, and grant agreements.
[SIGNATURES APPEAR ON THE NEXT PAGE]
36
IN WITNESS WHEREOF, CITY and CSUSA have signed this Agreement in
triplicate. One counterpart each has been delivered to CITY and CSUSA.
ATTEST:~ /~ //~
Tere a/t Soroka,( 'Uq /
City Oferk ~ J
APPROVED AS. TO FORM: //-'
City Attorney
Eric M. '8oroka, City M~/
WITNESSES:
Print Name
CHARTER SCHOOLS USA AT
AVENTURA, L.C.
K g,
Signature
Print Name
CHARTER SCH, H,H~/USA, INC.
37
EXHIBIT A
AVENTURA CHARTER ELEMENTARY SCHOOL
Parent Survey
JUNE 20O4
Directions: Please CIRCLE ONE of these after each statement.
Strongly Agree Agree Disagree Strongly Disagree
1. The school buildings and grounds are clean and well mah~tained.
Strongly Agree Agree Disagree Strongly Disagree
Comments
Student responsibility is reinforced by the school and staff.
Strongly Agree Agree Disagree Strongly Disagree
Comments
3. An atmosphere of respect and trust exists between students and school personnel.
Strongly Agree Agree Disagree Strongly Disagree
Comments
4. Social and cultural differences among students are respected.
Strongly Agree Agree Disagree Strongly Disagree
Comments
5. Teachers have a positive attitude toward ACES and students.
Strongly Agree Agree Disagree Strongly Disagree
Comments.
6. Students are recognized for their accomplishments.
Strongly Agree Agree Disagree Strongly Disagree
Comments.
7. Extra assisiance with schoolwork is available to students.
Strongly Agree Agree Disagree Strongly Disagree
Comments
8. The teacher, student ratio is satisfactory.
Strongly Agree Agree Disagree Strongly Disagree
Coutments
9. Parents are informed of school events and activities.
Strongly Agree Agree Disagree Strongly Disagree
Comments
10. Parents are encouraged to volunteer and be involved in school activities.
Strongly Agree Agree Disagree Strongly Disagree
Comments
11. School faculty is responsive to questions and concerns.
Strongly Agree Agree Disagree Strongly Disagree
Comments
(ovE~)
12. Parents a~ invited to discuss concerns by telephone or conference.
Strongly Agree Agree Disagree Strongly Disagree
Conunents
13. Classrooms itre properly equipped to support learning.
Strongly Agree Agree Disagree Strongly Disagree
Comments
14. Teachers make learning interesting and relevant.
Strongly Agree Agree Disagree Strongly Disagree
Comments
15. Teachers are knowledgeable and understand their subject matter.
Strongly Agree Agree Disagree Strongly Disagree
Conunents
16. Students have adjusted socially to the school's environment.
Strongly Agree Agree Disagree Strongly Disagree
Comments
17. Teachers assign meaningful homework that helps students learn.
Strongly Agree Agree Disagree Strongly Disagree
Continents
18. School Administrators are responsive to questions and concerns.
Strongly Agree Agree Disagree Strongly Disagree
Comments
19. School support staff (Clerical) is responsive to questions and concerns.
Strongly Agree Agree Disagree Strongly Disagree
Comments
20. Students feel safe at ACES.
Strongly Agree Agree Disagree
Comments
Strongly Disagree
21. Students have been informed of expected behavior in school activities.
Strongly Agree Agree Disagree Strongly Disagree
Comments
22. Students are disciplined in accordance with the Student Code of Conduct in the Parent
Handbook.
Strongly Agree Agree Disagree Strongly Disagree
Comments
23. Parents and students have been thomugttly informed of school discipline practices.
Strongly Agree Agree Disagree Strongly Disagree
Comments
24. ACES is effectively teaching students basic academic skills in reading
Strongly Agree Agree Disagree Strongly Disagree
Comments
25. ACES is effectively teaching students basic academic skills in mathematics
26.
27.
28.
31.
32.
33.
34.
Strongly Agree Agree Disagree Strongly Disagree
Conunents
ACES is effectively teaching students to speak and write correctly in English
Strongly Agree Agree Disagree Strongly Disagree
Comments
ACES is effectively teaching students to use computers
Strongly Agree Agree Disagree Stxongly Disagree
Comments
ACES is effectively teaching students to investigate problems in science
Strongly Agree Agree Disagree Strongly Disagree
Comments
Students have tasty, nutritious lunch options daffy.
Strongly Agree Agree Disagree Strongly D/sagree
Comments
My child is happy at the Chzrter School.
Strongly Agree Agree Disagree Strongly Disagree
Comments
I would recommend the Chaxter School to a friend.
Strongly Agree Agree Disagree Strongly Disagree
Comments
I belong to the Parent Teacher Organization (PTO)
YES NO
I intend to re-enroll my child for the 2004-2005 academic year.
__YES __NO
If response to 33 is no, please give reason(s).
Please fill in the blanks:
Name (optional)
My child is in the
AdditionalComments
grade. I reside in dry.
Please return survey in envelope provided by June 15, 2004.
Charter Schools USA appreciates your feedback and cooperation. Thank you!