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Prepworks Agreement with PW Subsidiary Holdings, LLC •Prepworks Agreement for City: of Miami Beach• �. PREPWORKS PWSubsidiary Holdings, LLC, a Florida:limited:liability company ("Prepworks")-, having its principal address at 604 Crandon Blvd Suite 201, Key Biscayne, FL 33149, is pleased to provide the City of Miami Beach, Florida . (CMB), a municipal corporation.organized and existing under the laws:of the State of Florida, havingits principal • place of:business at 1700 Convention Center Drive, Miami Beach, Florida 33139, with a:1-year agreement to serve as a site license for up to 500 students at Miami Beach Senior High School (MBSHS);, located at 2231 •Prairie Avenue,; Miami Beach, Florida:33139, for Prepworks:PSAT, SAT, :and ACT. online: adaptive programs (collectively, the "Programs")..The terms of this agreement will commence upon execution and will end on June H 30,.2020: : .. Prepworks overview:With.39 national awards of excellence in education technology, Prepworks is a leaderin personalized ;computer adaptive learning for :college and career readiness. Headquartered in Miami, Fla., Prepworks combinesassessments, instructional activities,:and 'customized reporting to 'prepare students for ::success in middle school and high:school, as measured by 21st century standards and high=stakes tests: Prepworks : Learning Positioning System® (LPS):technology delivers: trillions of prescriptive learning paths, based on, each student's individual performance; calculating each::student's path: in :real-time. Prepworks proudly serves teachers and students in private, charter and_public schools and districts across 47 states and 68:countries. r. Up to 500 students will be enrolled in the following Programs: Pre .pworks LPS-Adaptive SAT, PSAT, and ACT Programs: • Includes:thousands of practice questions and video lessons delivered via Prepworks Learning Positioning System®adaptive:engine,specific to student performance levels • Includes three full-length practice SAT; PSAT, and ACT:tests • Includes on demand Progress Reports and Standards Reports for:students, teachers, and administrators • Includes Prepworks Score Guarantee-to:ensure SAT and ACT success The complete:program includes the followin : • Spring 2018 in-person PD and.Training for Teachers: Teachers and administrators will receive training_ regarding use, implementation, and reporting for Prepworks onlineadaptive programs. Dates andtimes to be mutually agreed upon and;are based on:availability. o Fall:201:9:in-person PD for FY:2019-2020 included at no additional:charge. • Progress: & Standards Reports: Prepworks: reports arereal-time and customizable. Teachers and students can easily see time-spent;::activities completed; and performance relative testing standards, as: well as detailed date and time stamps: o • Summary Usage & Performance reports to be delivered once monthly to MBSHS and CMB. o Prepworks shall provide anonymous in-course:survey data to CMB-,: Any information protected by: the Family Educational rights and Privacy Act (FERPA), 20 U.S.C. S. 1232g will-be redacted from any reports provided:to CMB. •; :. Enrollment: .Students will be enrolled within three: business days of receipt ofenrollment form. See attachment for further information on enrollment process. o Students Will be enrolled on a:first-come, first-serve basis as per. the enrollment:foren provided to .. Prepworks by MBSHS. : .O 20:18 PREPWORKS: Confidential&Proprietary • Prepworks Agreement for City of Miami Beach o Students beyond the initial enrollment period will be enrolled On a.rolling basis Once monthly: - Prepworks will run a oncemonthly report on active users to determine number of licenses available to:assign. An:'active':user is defined as:a student who:logs:in to their Prepworks account and completes a minimum of 1:activity. MBSHS to:provide enrollment form each month.: For the 2019-2020.school year,. MBSHS shall enroll::grade 11th students and interested;:grade 12th students:. For the 2018-2019 school year, MBSHS shall enroll grade:11th and grade 12th students. Prepworks:will enroll students(with enrollment form provided by MBSHS) until 500 licenses:are assigned and active. • U.S.- Based :Virtual Support: Students will access to support 24/7.via PREPWORKS Support Button located in each program, as well as email to supportt( prepworks.:com: Insurance and :Indemnification: Each:party agrees to:be::fully responsible for its acts of negligence, or its:. employees'. acts of negligence when acting within the scope of their Y employment and a rees to be liable for. any 9 .: damages::resulting from .said negligence. This section shall :survive: the termination of all performance or obligations under this: agreement and shall be fully binding: until such time :as any proceedingbrought on - account of this :agreement is barred::by any applicable.:statute of limitations; ::Notwithstanding the foregoing,: : : CMB's indemnification is subject to applicable laws, including, but.not limited .to; Section 768.28, Florida Statutes,: and::the limitations,: restrictions, and= defenses therein.: :Nothing contained:.herein shall constitute::a waiver of sovereign immunity by CMB:: This section shall survive the termination of all performance or obligations under this agreement. Termination for Convenience: This. agreement may.be canceled with or without cause by. CMB during the term hereof upon thirty:(30) days written notice to the other parties of its desire:to terminate this agreement. Default: The .parties agree :that, in the event that either party:is in default of:its: obligations under this agreement, the non_defaulting party shallprovide to the defaulting party (30):days written notice.to cure the default. However,:in the event said default:cannot be:cured:within said thirty.(3:0) day period and the defaulting party is diligently attempting in good faith to-cure:same, the time period shall be reasonably extended to allow the defaulting party additional cure time. Upon the occurrence of a default that :is snot cured during: the applicable cure period, this agreement may be terminated:by the non-defaulting party upon thirty (30) days' notice. This remedy:is not.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 now or hereafter existing at law or inequity or by statute or otherwise. •No single.or partial exerciseby any party of any right, power, or remedy hereunder. shall preclude any,:other or future exercise thereof. Nothing in this section shall be construed to;preclude a: ::: Termination for Convenience, pursuant to the foregoing paragraph: Public Records Pursuant to Section 119:0701,Florida Statutes; any party contracting With CMB is required to. (a):keep and maintain: available for public inspection any records that pertain:to services rendered under this agreement, (b) provide the public such records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or:as :otherwise provided:by law; (c) ensure that public:records: that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except.as,authorized by law; and (d).meet all requirements for retaining public records and transfer; at no cost, to CMB and destroy any duplicate public records: that :are exempt or :confidential and exempt from public records disclosure requirements. All. of.such party's records stored electronically must be provided to CMB in a format that is compatible with CMB's.:information:technology systems::::Each party shall :maintain its own respective records and documents associated with this agreement: in 'accordance .with the records retention requirements applicable:to public records:::Each party shall be responsible for compliance with any public documents:request : p 2018 PREPWORKS;:confidential &Proprietary : 2 : Prepworks Agreement for City of Miami Beach served upon it pursuant to Section 119.07, Florida Statutes, and any resultant award of attorney's fees for non- compliance with that law. Each party acknowledges that this agreement and all attachments thereto are public records and do not constitute trade secrets. Student Records: Notwithstanding any provision to the contrary within this agreement, Prepworks shall fully comply with the requirements of Section 1002.22, Florida Statutes, or any other state or federal law or regulation regarding the confidentiality of student information and records. Each such party agrees, for itself, its officers, employees, agents, representatives, contractors or subcontractors, to fully indemnify and hold harmless CMB and its officers and employees for any violation of this section, including, without limitation, defending CMB and its officers and employees against any complaint, administrative or judicial proceeding, payment of any penalty imposed upon CMB, or payment of any and all costs, damages, judgments or losses incurred by or imposed upon CMB arising out of a breach of this covenant by the party, or an officer, employee, agent, representative, contractor, or sub-contractor of the party to the extent that the party or an officer, employee, agent, representative, contractor, or sub-contractor of the party shall either intentionally or negligently violate the provisions of this section or of Section 1002.22, Florida Statutes. This section shall survive the termination of all performance or obligations under this agreement and shall be fully binding until such time as any proceeding brought on account of this agreement is barred by any applicable statute of limitations. Compliance with Laws: Each party shall comply with all applicable federal and state laws, codes, rules and regulations in performing its duties, responsibilities and obligations pursuant to this agreement. Background Screening: The parties agree that each of its employees, or representatives who has direct contact with students, must comply with the requirements of Jessica Lunsford Act, 1012.465 F.S.. Scope: • Prepworks will provide PSAT, SAT, ACT Programs to students at Miami Beach Senior High School. • Program fees ($12,500.00)will be paid to Prepworks by CMB. • Prepworks shall provide Progress Reports and Standards Reports for students, teachers, and administrators. Prepworks guarantees that no FERPA-protected information will be provided to CMB. • Prepworks will send a letter to MBSHS's principal with information on available Programs and student licenses upon execution of the agreement. • During the term of this agreement, Prepworks is strictly prohibited from offering virtual private instruction for an additional fee or one on one instruction to any youth who attends Nautilus Middle School and Miami Beach Senior High School. Total Fees: • Site License fees for SAT, PSAT, and ACT through June 30, 2020: o $12,500.00 due in net 30 days Litigation JurisdictionNenue/Jury Trial Waiver: This Agreement shall be construed in accordance with the laws of the State of Florida. This agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By entering into this Agreement, Prepworks and the City expressly waive any rights either party may have to a trial by jury of any civil litigation related to or arising out of this agreement. Notices: All notices and communications in writing required or permitted hereunder, shall be delivered personally to the ©2018 PREPWORKS:Confidential&Proprietary 3 Prepworks Agreement for City of Miami Beach representatives :of Prepworks and the City listed in thefirst paragraph of.the:agreement or may.be mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by:a nationally recognized overnight delivery service. .: . Notice may also be provided to any other address designated by the party to receive notice if such alternate address is provided via.U.S. certified mail;:return receipt requested, hand delivered, or by overnight delivery. In the event an alternate notice address is properly provided, notice shall be sent to such alternate address in addition to any other address which notice would otherwise be sent, unless other delivery instruction as specifically provided for by the party entitledIto notice. Notice shall be deemed given on the date of an acknowledged:receipt, or, in all other cases, on the date of receipt or -refusal. FOR PW SUBSIDIARY HOLDINGS, LLC: PW SUBSIDIARY HOLDINGS, LLC: B. Y Signature . .. Printed Name i)fn%ELA .St HEULT fI Title: < edt0(Z: 1IC'Yl U�G� Rcnk R. Date: ... Ur, (O 12019 (Corporate Seal) • FOR CITY OF MIAMI BEACH, FLORIDA: APPROVED AS TO FORM.& LANGUAGE :. . &FOR E E UTION THE CITY OF MIA MI BEACH LORIDA (\PK- AA_ Li-1-7" I 1 City Attorney Dote By: 1111111111 Jimmy L orales; ity Manager ,�,,,,�,;; Date: : 4 ( ATTEST. '` �Sy �INLDRP ORATED': := y 4 . . Rafael E.// " ranado,City Clerk Date: c ?Q 253`:9 ©2018 PREPWORKS:.Confidential &Proprietary 4