Amendment No.1 to Agreement with Outschool, Inc. DocuSign Envelope ID:CA80A96E-C50F-4F37-8BB0-64A0BD1 F7CD1
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AMENDMENT NO. 1
TO
AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH, FLORIDA,
AND OUTSCHOOL, INC
THIS Amendment No. 1 ("Amendment")to the Agreement dated August 26, 2020, between
the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation existing under the laws of the
State of Florida (."CMB") and OUTSCHOOL, INC, a Delaware corporation ("OUTSCHOOL"), is
made and entered this 24 day of February , 2021.
RECITALS
WHEREAS, Miami Beach Fienberg Fisher K-8 and Biscayne Beach Elementary School
(the "CMB Program Schools") do not offer after-school science, technology, engineering, and
math("STEM")enrichment classes,while the remaining CMB public elementary schools currently
offer after-school enrichment classes for their students; and
WHEREAS, CMB and OUTSCHOOL executed an agreement, dated August 26, 2020
("Agreement"),to establish and support an after-school enrichment program at the CMB Program
Schools; and
WHEREAS, virtual programming for the Spring semester will allow youth at the CMB
Program Schools to have access to the same courses at the same time, decreasing the number
of classes and resulting in a fee reduction for CMB; and
WHEREAS,the Agreement shall be amended to reduce the number of classes provided
during the Spring 2021 semester from four(4) to two (2) at a cost of$3,080.00 for the Spring
2021 semester.
NOW, THEREFORE,.the parties hereto, and in consideration of the mutual promises,
covenants, agreements, terms, and conditions herein contained, and other good and valuable
consideration, the respect and adequacy are hereby acknowledged, do agree as follows:
1. ABOVE RECITALS
The aboverecitals are true and correct and are incorporated as a part of this
Amendment.
2. MODIFICATIONS
a) Section 3.03(B)(2)of the Agreement is hereby deleted in its entirety and replaced
with the following:
Coding Games
Overview: Students will be introduced to the principles and implications of machine
learning and artificial intelligence. They will make all kinds of fun projects by training an
Al, then making it come alive in Scratch! This class is perfect for learners who may have
used Scratch before(although not necessary) but want to build upon their understanding
of machine learning while making cool projects in Scratch!
DocuSign Envelope ID:CA80A96E-C50E-4F37-8BB0-64A0BD1 F7CD1
Covered:
a. Scratch Basics
b. Scratch Basics II
c.. ML: Describe the Glass Project
d. Make Me Happy
e. Face Finder
f. Chatbots
9. Laser Eves Part I
h. Laser Eves Part II
b) Section 3.03(6)(3)of the Agreement is hereby deleted in its entirety and replaced
with the following:
3. Fee: The fee shall be$110 per class for two,(2) classes in the Spring for 14 weeks
for a total amount of 2 classes during Spring semester not to exceed $3,080 (the
"Fee")for up to 15 students per class at one location. Class size will be no more
than 15 students per class sorted by age/grade for one class per location per class.
Total of 30 students each semester. CMB shall pay monthly in the amount not to
exceed $880 per month, beginning on February 1, 2020 and receipt of an invoice
from OUTSCHOOL. Pricing is listed for classes conducted at one location (one
hour per class at one location per week)for one semester(14 weeks). It is inclusive
of all staff time, use of the curriculum, materials and virtual platforms.
a) A new section 4.17, entitled E-Verify, is hereby added to the Agreement, as
follows:
4.17 E-Verify.
•
A. OUTSCHOOL shall comply with Section 448.095, Florida Statutes, "Employment
Eligibility" ("E-Verify Statute"), as may be amended from time to time. Pursuant to
the E-Verify Statute, commencing on January 1, 2021, OUTSCHOOL shall register
with and use the E-Verify system to verify the work authorization status of all newly
hired employees during the term of the Agreement. Additionally, OUTSCHOOL
shall expressly require any subcontractor performing work or providing services
pursuant to the Agreement to likewise utilize the U.S. Department of Homeland
Security's E-Verify system to verify the employment eligibility of all new employees
hired by the subcontractor during the contract term. If OUTSCHOOL enters into a
contract with an approved subcontractor, the subcontractor must provide
OUTSCHOOL with an affidavit statina that the subcontractor does not employ,
contract with, or subcontract with an unauthorized alien. OUTSCHOOL shall
maintain a copy of such affidavit for the duration of the Agreement or such other
extended period as may be required under this Agreement.
B. TERMINATION RIGHTS.
1. If the City has a good faith belief that OUTSCHOOL has knowingly violated
Section 448.09(1), Florida Statutes, CMB shall terminate this Agreement with
OUTSCHOOL for cause, and CMB shall thereafter have or owe no further
obligation or liability to OUTSCHOOL
2. If CMB has a good faith belief that a subcontractor has knowingly violated
Section 4.17(A), but OUTSCHOOL otherwise complied with such section,
CMB will promptly notify OUTSCHOOL and order OUTSCHOOL to
. DocuSign Envelope ID:CA80A96E-C50E-4F37-8BBO-64AOBD1F7CD1
immediately terminate the Agreement with the subcontractor.
OUTSCHOOL's failure to terminate a subcontractor shall be an event of
default under this Agreement, entitling CMB to terminate the OUTSCHOOL's
contract for cause.
Lal A contract terminated under the foregoing Subsections B(1) or B(2) is not in
breach of contract and may not be considered as such.
,al CMB B or OUTSCHOOL or a subcontractor may file an action with the Circuit
or County Court to challenge a termination under the foregoing Subsections
B(1)or B(2)no later than 20 calendar days after the date on which the contract
was terminated.
(5) If CMB terminates the Agreement with OUTSCHOOL under the foregoing
Subsection B(1), OUTSCHOOL may not be awarded a public contract for at
least 1 year after the date of termination of this Agreement.
1§_l OUTSCHOOL is liable for any additional costs incurred by CMB as a result of
the termination of this Agreement under this Section 4.17.
4. OTHER PROVISIONS.
Except as amended herein, all other terms and conditions of the Agreement shall remain
unchanged and in full force and effect. In the event there is a conflict between the
provisions of this Amendment and the Agreement,the provisions of this Amendment shall
govern.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
executed in their names by their duly authorized officials as of the date first set forth above.
ATTEST: CITY OF MIAMI BEACH, FLORIDA
DocuSigned by:
DocuSigned by: DS DS
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Rafael E. Granado, City Clerk 343Ti4° l interim City Manager
•
2/23/2021 I 11:31 AM EST
Date
ATTEST: OUTSCHOOL, INC.
DocuSigned by: DocuSigned by:
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Head of schools Head of operations
2/9/2021 I 4:50 PM EST APPROVED AS TO
FORM & LANGUAGE
Date & FOR EXECUTION •
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City Attorney � Dote