Method Learning and Conditions for CMB DocuSign Envelope ID:580ADC56-3900-498D-B1 F5-C587413C69E8
Resolution 2018-30259
•
Method Learning Terms and Conditions
For
the City of Miami Beach
Method Learning, Inc. ("Method Learning"), a New York Corporation having its principal address
at 15 Blacksmith Ln. E. Northport, NY 11731, is pleased to provide the City of Miami Beach,
Florida ("Client or the "City"), a municipal corporation organized and existing under the laws of
the State of Florida, having its principal place of business at 1700 Convention Center Drive, Miami
Beach, Florida 33139, with a 1-year agreement, based upon the Terms and Conditions set forth
herein, to serve as a site license for up to 600 students at Miami Beach Senior High School
("MBSHS"), located at 2231 Prairie Avenue, Miami Beach, Florida 33139, for Method Learning
SAT and ACT online adaptive programs (collectively, the "Programs").
INTRODUCTION
1. Method Learning gives students the knowledge and confidence needed to score on the
SAT and ACT at their full potential.We help students develop skills to improve their college
options while also positively impacting classroom performance.
2. Our combination of self-paced lessons, teacher-led classes and small group or one-to-
one tutoring — coupled with flexible online, in-school or at-home delivery options —
maximizes results by providing appropriate access to ALL students.
3. We do not follow cookie-cutter methods for preparing students. While we start with the
test standards, we infuse and constantly improve our proprietary methods to support
individual learning styles.
4. Students score at their full potential because our teachers and developers are educators
with the highest credentials in the industry. Our passionate team knows the SAT and ACT
inside-out and continually strives to improve methods and outcomes across all Method
Learning solutions.
II. METHOD LEARNING SOLUTIONS
1. Our combinations of classes, tutoring and self-paced online test prep give you options to
meet your school's unique needs, while maximizing opportunities for all students — even
those who may not have previously considered college as a possibility for their future.
2. As an added benefit, our solutions go beyond the improved SAT and ACT scores. They
also improve writing, reading, critical thinking and math skills for better classroom
outcomes, overall.
3. Self-paced online program.
a. Our self-paced program is a time-tested and proven tool for student success.
Whether used in conjunction with a school day class, or used strictly at student
discretion, the self-paced program provides an easy to follow checklist that will
build student confidence and competence on the material covered by the ACT
and SAT. The self-paced program also features our unique Vocabulary builder
tool, and comes with numerous downloadable documents, study guides and
instructional videos.
b. The self-paced program also provides a wide array of tools for teachers and
administrators to use to track student progress, create and score customized
quizzes and tests, and lessons calibrated to the Common Core.
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4. Solutions Offered:
a. Access to Methodize, Method Learning's Asynchronous Online SAT and
ACT Curriculum tool, for up to 600 students.
b. Access during the Summer months of June, July, and August 2021 will be
for residents of the City of Miami Beach on a first come, first served basis.
c. Access during the Academic Year of September 2021-June 2022 will be
determined by the school districts within the City of Miami Beach.
d. Every Methodize subscription offers:
1. Unlimited support, training, and professional development for staff
members at dates and times convenient for the organization.
Community information sessions will be held in May and June
annually. Training and sessions will be conducted virtually via
Google Meet or similar online meeting software.
2. Real time student progress and skill tracking
a. Methodize allows teachers and students to track various
performance metrics such as time spent, completion
percentage, areas of strength and weakness, and total
number of logins.
b. Method Learning will provide progress updates monthly to
any party requesting such data.
3. Students can be enrolled in the platform in the following ways:
a. Self-Creation via weblink
b. Mass Upload via CSV file by MBSHS or Client.
c. Individually by a teacher or admin at the school or city level.
d. No personally identifiable data is necessary to create an
account.
III. TERMS AND CONDITIONS:
1. These Method Learning Service Terms and Conditions ("Terms and Conditions") are
related to, and deemed incorporated into, an Order Form between Method Learning, Inc.,
a New York corporation reachable at 15 Blacksmith Ln. E. Northport, NY 11731 ("Method
Learning") and Client or related to the purchase of any product or service from Method
Learning, the Method Learning website ("The Site"), Method Learning App ("The App") or
Methodize. Client's execution of an Order Form or purchase of a product, as defined
below, referencing these Terms and Conditions shall be deemed Client's agreement to
these Terms and Conditions. In the event of any conflict between the terms of the Order
Form or The Site and these Terms and Conditions, the Terms and Conditions shall control
with respect to such conflicting terms, unless an amendment to these Terms and
Conditions is executed by both parties.
2. DEFINITIONS. As used in these Terms and Conditions, the following terms shall have the
following meaning: "Agreement" means these Terms and Conditions, any Order Forms,
and any other materials available on Method Learning's website all of which are
specifically incorporated by reference herein, as may be updated by Method Learning from
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time to time in its sole discretion; "Content" means any data, information, files, images,
text or other content that may be provided by Client or Users for use in conjunction with
the Services; "Order Form" means the form evidencing the initial Services and any
subsequent Order Forms, specifying, among other things, the number of users and other
services contracted for, applicable fees, billing period, and other charges as agreed to
between the parties, each such Order Form to be incorporated into and to become a part
of the Agreement; "Services" means resources, including workbooks, lessons, learning
methods, tips, strategies, practice questions, and other products and services provided by
Method Learning pursuant to the Agreement; "Term" means the period during which the
Services will be provided by Method Learning to Client, including the Initial Term and any
Renewal Terms (each as defined in Section 8); "Third-Party Provider" means any Method
Learning pre-approved third-party that contracts directly with Client to provide access to
the Services through the provider's equipment and web portal; "User Documentation"
means the Method Learning user documentation relating to the Services including those
set forth on Method Learning's website; "Users" means Client's authorized users who are
active students who have accessed their Services' profile within the previous 180 days.
3. SCOPE.
A. Method Learning will provide SAT and ACT programs to students at MBSHS.
B. Program fees ($12,000) will be paid to Method Learning by Client.
C. Method Learning shall provide Progress Reports and Standards Reports for
students, teachers, and administrators.
D. Method Learning guarantees that no FERPA-protected information will be
provided to Client.
E. During the Term of this Agreement, Method Learning is strictly prohibited from
offering virtual private instruction for an additional fee or one on one instruction to
any youth who attends Miami Beach Nautilus Middle School and MBSHS.
F. Total Fees: Site License fees for SAT and ACT for the Term: $12,000 due in net
30 days.
4. ACCESS GRANT. Method Learning grants to Client, a personal, revocable, non-
assignable, non- transferable, nonexclusive, non-sublicensable right to access and use
the Services and the User Documentation only as authorized in the Agreement, for the
purpose of providing access to City of Miami Beach youth residents and students
attending MBSHS, during the Term. Method Learning understands that Client has no
control over the use of the program at the school site or on resident personal computers
and will not be responsible for installation of the program on any devices. It is the
understanding of Client that Method Learning will host the services and the student users
will access through the internet through the use of the Internet and students' or MBSHS
computers.
5. ACCESSIBILITY. Method Learning will make the Services available for Client to provide
to Miami Beach residents and students at MBSHS during the Term on MBSHS or student
computer systems that meet the Method Learning system recommendations, which
MBSHS will review. Method Learning will provide Client with access to the latest supported
version of the Services via the Internet, except for scheduled system back-up or other on-
going maintenance as required. For Clients that subscribe to Services through a Third-
Party Provider, Clients and their Users must access Services through such Third-Party
Provider's systems. If for any reason Client or any related User is unable to access the
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Services through such Third-Party Provider's systems, Method Learning may (but is not
required to) provide Client direct access to Services for the remainder of the current Term.
6. LIMITATIONS. The maximum number of Users that are simultaneously accessing or using
the Services at any given time shall not exceed the site-wide limit specified in the Order
Form. Client's use of the Services may not exceed the scope of the use provisions without
the express written agreement of Method Learning and Client may increase site license
as needed at the pre-negotiated rate.
7. FEES, PAYMENT AND CANCELLATION.
A. SCHOOLS, ORGANIZATIONS AND WHITE LABEL CLIENT PAYMENT POLICY
FOR METHODIZE AND Method Learning APP. Client shall pay a "Subscription
Fee" on an annual basis during the Term, as described in the Order Form. The
Subscription Fee for any Renewal Term (defined below). Client shall pay all
amounts due hereunder within thirty(30)days of its execution of an Order Form or
after its receipt of an invoice for any Renewal Term or other fees due hereunder,
as applicable.
B. CANCELLATION AND REFUND POLICY. Method Learning has a no refund policy
for schools, organizations and white label clients after the start date of a
subscription for Methodize or Method Learning App regardless of usage. Unused
accounts have no cash value.
C. TUTORING CLIENT PAYMENT POLICY. Method Learning may not provide any
private tutoring for any students under this Agreement at any time.
D. a Pay-as-you-go: Method Learning may not provide any tutoring services to any
users.under this Agreement.
E. Packages: No packages will be available to users under this Agreement for the
term of the Agreement.
F. Failed payments: Client will pay an invoice upon execution of the Agreement.
G. TUTORING CANCELLATION POLICY. Method Learning may not provide any
tutoring to users under this Agreement at any time during the Term.
8. TERM AND TERMINATION.
A. Initial Term; Renewal Terms. The Term will commence when Method Learning
begins making the Services available to the Client. The Term shall continue in
effect for a period of twelve (12) months (the "Initial Term") or any subsequently
approved twelve (12) month renewal term ("Renewal Term(s)") (the Initial Term or
any approved Renewal Term shall be collectively referred to as the"Term"), unless
sooner terminated as provided in the Agreement. Any Renewal Terms shall be
subject to the mutual agreement of the parties, and formalized through a signed
amendment to these Terms and Conditions or a signed Order Form, as the Client's
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ability to enter into a Renewal Term shall be subject to funding approval of the Fee
for the Renewal Term during Client's annual budgetary process.
B. Termination for Breach. Either Client or Method Learning may terminate the
Agreement as a result of a material breach of the Agreement by the other party, if
(a)such party provides written notification to the other party of the material breach,
and (b) such material breach is not resolved within thirty (30) days of notification.
Client agrees to a 20% restocking fee on all Services for failure to pay fees in a
timely manner. In the event of termination of the Agreement for any reason, Client's
access and use of the Services shall cease immediately with no further recourse
to Method Learning.
C. Survival. The terms of Sections 11, 12, 13, 14, 15, 16, 19, 21, and 24 of these
Terms and Conditions shall survive the termination of the Agreement.
9. MAINTENANCE, AVAILABILITY, CONTENT. Method Learning and/or its hosting or
telecommunications vendor(s) may perform system maintenance and upgrades during
non-peak hours. Client understands and agrees that there may be instances where
Method Learning needs to interrupt access to the Services without notice in order to
protect the integrity of the Services due to security issues, virus attacks, spam issues or
other unforeseen circumstances. Method Learning reserves the right to review Content in
its discretion. Method Learning reserves the right to (a) disable access to or delete any
Content which it determines in its sole discretion (such discretion to be exercised in good
faith) to be illegal, obscene, threatening, defamatory, fraudulent, infringing, harassing, or
otherwise offensive, and (b) disable access to or delete any other Content, as such
circumstances are determined in good faith by Method Learning.
10. CLIENT RESPONSIBILITIES. Client is not responsible for providing support for Users and
ensuring that Users comply with the Agreement with respect to use of the Services. Client
shall provide connectivity and security to the Internet for its location(s) for purposes of
providing adequate access to Services. Client must notify Method Learning in advance if
any Users are children under the age of 13 and assist Method Learning, if applicable, in
obtaining verifiable parental consent prior to registration. Client is responsible for ensuring
the confidentiality of Users' accounts and passwords, and to immediately notify Method
Learning of any unauthorized access, use or breach of security of a Method Learning
account. Client will comply with any applicable laws and regulations pertaining to this
Agreement.
11. INTELLECTUAL PROPERTY RIGHTS. Client agrees that the User Documentation and
Services are proprietary products and services, and that all right, title and interest in and
to the User Documentation and Services, including all associated intellectual property
rights, are and shall at all times remain with Method Learning and its third party licensors.
The Services contain trade secret and proprietary information owned by Method Learning
or its third party licensors and is protected by United States copyright laws, trademark
laws and international trade provisions. Client must treat the Services like any other
copyrighted material and Client may not copy or distribute the Services or the User
Documentation, electronically or otherwise, for any purpose. Client hereby grants to
Method Learning a worldwide, irrevocable, fully-paid, nonexclusive right to use all Content
as necessary for Method Learning's business.
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12. OTHER RESTRICTIONS. Client agrees not to reproduce, duplicate, copy, sell, resell or
exploit for any purpose, commercial or otherwise, any portion of the Services, use of the
Services, or access to the Services. Client may not make any attempt to ascertain, derive
or obtain the source code for the Services. Client will not use the Services to take any
actions that(i) infringe on any third party's proprietary rights or rights of publicity or privacy;
(ii) violate any applicable law, statute, ordinance or regulation; (iii) are defamatory, trade
libelous, threatening, harassing, or obscene; or (iv) constitute unauthorized entry to any
machine accessible via the network. Client will comply with Method Learning's usage
policies as stated in the Agreement and located on Method Learning's website. Client shall
not make any modifications to the Services. Any modifications that Client makes to the
Services will constitute a material breach of the Agreement.
13. CONFIDENTIAL INFORMATION. Method Learning understands and agrees that it is
subject to all federal and Florida laws with respect to the confidentiality of student
information, shall regard all student information as confidential, and will not disclose the
student information to any third party. All information disclosed by Method Learning to
Client in connection with the Agreement that is identified in writing at the time of disclosure
as being confidential or should be reasonably understood to be confidential or proprietary
shall be treated as confidential information unless it is or becomes publicly available
through no fault of Client, is already known to Client, or is later rightfully obtained by Client
from independent sources. Method Learning's confidential information shall be held in
strict confidence by Client, and shall not be used or disclosed by Client for any purpose
except as necessary to implement or perform the Agreement. Notwithstanding the
foregoing or anything to the contrary in this Agreement, any information which is subject
to disclosure pursuant to Public Records laws, including Chapter 119, Florida Statutes,
shall not constitute Confidential Information, which information may include, but is not
limited to, the business terms of this Agreement, including this Agreement or any other
agreements between the parties (collectively, the Agreements), the payments made or
received pursuant to the Agreements, or other like information relating to the transaction
of the official business of the Client, in its capacity as a Florida municipal corporation.
14. FLORIDA PUBLIC RECORDS LAW.
A. Method Learning shall comply with Florida Public Records law under Chapter 119,
Florida Statutes, as may be amended from time to time.
B. The term "public records" shall have the meaning set forth in Section 119.011(12),
which means all documents, papers, letters, maps, books, tapes, photographs,
films, sound recordings, data processing software, or other material, regardless of
the physical form, characteristics, or means of transmission, made or received
pursuant to law or ordinance or in connection with the transaction of official
business of Client.
C. Pursuant to Section 119.0701 of the Florida Statutes, if Method Learning meets
the definition of "Contractor" as defined in Section 119.0701(1)(a), Method
Learning shall:
1. Keep and maintain public records required by the Client to perform the
service;
2. Upon request from the Client's custodian of public records, provide the
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Client with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed
the cost provided in Chapter 119, Florida Statutes or as otherwise provided
by law;
3. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed, except as
authorized by law, for the duration of the contract term and following
completion of the Agreement if Method Learning does not transfer the
records to Client;
4. Upon completion of the Agreement, transfer, at no cost to Client, all public
records in possession of Method Learning or keep and maintain public
records required by Client to perform the service. If, Method Learning
transfers all public records required by Client upon completion of the
Agreement, Method Learning shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure
requirements. If, Method Learning keeps and maintains public records
upon completion of the Agreement, Method Learning shall meet all
applicable requirements for retaining public records. All records stored
electronically must be provided to Client, upon request from Client's
custodian of public records, in a format that is compatible with the
information technology systems of Client.
D. REQUEST FOR RECORDS; NONCOMPLIANCE.
1. A request to inspect or copy public records relating to Client's contract for
services must be made directly to Client. If Client does not possess the
requested records, the Client shall immediately notify Method Learning of
the request, and Method Learning must provide the records to Client or
allow the records to be inspected or copied within a reasonable time.
2. Method Learning's failure to comply with Client's request for records shall
constitute a breach of the Agreement, and Client, at its sole discretion, may:
(1) unilaterally terminate the Agreement; (2) avail itself of the remedies set
forth under the Agreement; and/or(3) avail itself of any available remedies
at law or in equity.
3. A Contractor who fails to provide the public records to the City within a
reasonable time may be subject to penalties under s. 119.10.
15. INDEMNITY. To the extent allowable, and subject to the limitation on the Client's liability,
as set forth in Section 768.28, Florida Statutes, the Client shall indemnify and defend
Method Learning, its partners and each of their respective directors, officers, employees,
agents, and affiliates against any claims (i) resulting from Client's or its Users use of the
Services or access to Method Learning's website (or any unauthorized access to Method
Learning's website resulting from Client's or its Users'failure to control the access granted
herein); (ii) that any Content infringes or violates any rights of another; or (iii) relating to
Client's or Users' failure to comply with the Agreement.
16. DISCLAIMER OF WARRANTIES. METHOD LEARNING DOES NOT AND CANNOT
WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY CLIENT IN USING THE
SERVICES, OR THAT THE SERVICES WILL MEET CLIENT'S REQUIREMENTS OR
THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-
FREE. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
METHOD LEARNING EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR
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WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (BY ANY
TERRITORY OR JURISDICTION) TO THE EXTENT PERMITTED BY LAW, AND
FURTHER METHOD LEARNING EXPRESSLY EXCLUDES ANY WARRANTY OF NON-
INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR
MERCHANTABILITY TO THE EXTENT PERMITTED BY LAW.
17. LIMITATION OF LIABILITY. IN NO EVENT SHALL METHOD LEARNING BE LIABLE
FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
KIND, INCLUDING WITHOUT LIMITATION, LOST DATA, LOST PROFITS,
OPPORTUNITIES OR CONTRIBUTIONS, LOSS OF USE, GOOD WILL, BUSINESS
INTERRUPTION, COST OF COVER, OR OTHER PECUNIARY OR NON-PECUNIARY
LOSS, HOWEVER ARISING, EVEN IF METHOD LEARNING HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.THE PARTIES AGREE TO THE ALLOCATION
OF RISK SET FORTH HEREIN.
18. FORCE MAJEURE. Neither party shall be liable for any failure to perform its obligations
under the Agreement if prevented from doing so by a cause or causes beyond its control.
Such events may include, but are not restricted to the following: Acts of God; fire,
epidemics, earthquake, flood or other natural disaster; acts of the government; riots,
strikes, war or civil disorder; unavailability of fuel.
19. INDEPENDENT CONTRACTOR STATUS. Method Learning performs the Services as an
independent contractor, not as an employee of Client. Nothing in the Agreement is
intended to construe the existence of a partnership, joint venture, or agency relationship
between Client and Method Learning.
20. NOTICES. All notices or other communications referenced under the Agreement shall be
made in writing .and sent to "Attention: Chief Operation Officer" at Method Learning's
address designated above and to Client's address set forth in the Order Form, or to the
address otherwise designated from time to time in writing by the Parties. All notices shall
be deemed given to the other party if delivered receipt confirmed using one of the following
methods: registered or certified first-class mail, postage prepaid; recognized courier
delivery; or electronic mail.
21. DISPUTE RESOLUTION. Any disputes or claims under the Agreement or its breach shall
be submitted to the exclusive jurisdiction of the courts located in Miami-Dade, Florida, and
the laws of Florida shall be applied, excluding choice of law principles. Each party shall
be responsible for its own attorneys' fees and costs, from pre-trial through all appeals.
22. ASSIGNMENT. The Agreement shall not be assigned by Client without the prior written
consent of Method Learning. Any attempted assignment in violation of this provision shall
be null and void. Subject to the foregoing, the Agreement is binding upon, inure to the
benefit of, and are enforceable by the parties hereto and their respective successors and
assigns.
23. INSURANCE REQUIREMENTS. Method Learning shall obtain and maintain without
interruption the insurance as outlined below. Method Learning agrees to furnish a fully
completed certificate of insurance naming Client as the certificate holder, signed by an
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authorized representative of the insurer providing such insurance coverages. The
insurance coverages and limits shall meet, at a minimum, the following requirements:
A. General Liability Insurance, in the amount of$1,000,000 general aggregate;
B. Workers Compensation & Employers Liability, as required pursuant to Florida
Statutes; and
C. Cyber Liability Insurance, with limits of not less than $1,000,000 for each wrongful act,
and Liability for security or privacy breaches, including loss or unauthorized access to
the Client's or student's data; Costs associated with a privacy breach, including
consumer notification, customer support/crises management, and costs of providing
credit monitoring services; expenses related to regulatory compliance, government
investigations, fines, fees assessments and penalties; costs of restoring, updating or
replacing data; privacy liability losses connected to network security, privacy, and
media liability "Insured versus insured" exclusion prohibited. The insurance provided
by Method Learning shall apply on a primary basis. Any insurance, or self-insurance,
maintained by Client shall be excess of, and shall not contribute with, the insurance
provided by Method Learning. The insurance certificates for. General Liability and
Cyber Liability Insurance shall include Client as an additional insured and shall contain
a waiver of subrogation endorsement.
Unless otherwise notified, the certificate of insurance shall be delivered to:
City of Miami Beach, Florida
1700 Convention Center Drive,
Miami Beach, Florida 33139
Attention: Risk Management
24. INSPECTOR GENERAL AUDIT RIGHTS:
A. Pursuant to Section 2-256 of the Code of the City of Miami Beach, Client has
established the Office of the Inspector General which may, on a random basis, perform
reviews, audits, inspections and investigations on all client contracts, throughout the
duration of said contracts. This random audit is separate and distinct from any other
audit performed by or on behalf of Client.
B. The Office of the Inspector General is authorized to investigate Client affairs and
empowered to review past, present and proposed Client programs, accounts, records,
contracts and transactions. In addition, the Inspector General has the power to
subpoena witnesses, administer oaths, require the production of witnesses and
monitor Client projects and programs. Monitoring of an existing Client project or
program may include a report concerning whether the project is on time, within budget
and in conformance with the contract documents and applicable law. The Inspector
General shall have the power to audit, investigate, monitor, oversee, inspect and
review operations, activities, performance and procurement process including but not
limited to project design, bid specifications, (bid/proposal) submittals, activities of
Method Learning , its officers, agents and employees, lobbyists, Client staff and
elected officials to ensure compliance with the contract documents and to detect fraud
and corruption. Pursuant to Section 2-378 of the City Code, Client is allocating a
percentage of its overall annual contract expenditures to fund the activities and
operations of the Office of Inspector General.
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C. Upon ten (10) days written notice to Method Learning, Method Learning shall make all
• requested records and documents available to the Inspector General for inspection
and copying. The Inspector General is empowered to retain the services of
independent private sector auditors to audit, investigate, monitor, oversee, inspect and
review operations activities, performance and procurement process including but not
limited to project design, bid specifications, (bid/proposal) submittals, activities of
Method Learning, its officers, agents and employees, lobbyists, Client staff and elected
officials to ensure compliance with the contract documents and to detect fraud and
corruption.
D. The Inspector General shall have the right to inspect and copy all documents and
records in Method Learning's possession, custody or control which in the Inspector
General's sole judgment, pertain to performance of the contract, including, but not
limited to original estimate files, change order estimate files, worksheets, proposals
and agreements from and with successful subcontractors and suppliers, all project-
related correspondence, memoranda, instructions, financial documents, construction
documents, (bid/proposal) and contract documents, back-change documents, all
documents and records which involve cash, trade or volume discounts, insurance
proceeds, rebates, or dividends received, payroll and personnel records and
supporting documentation for the aforesaid documents and records.
E. Method Learning shall make available at its office at all reasonable times the records,
materials, and other evidence regarding the acquisition (bid preparation) and
performance of this Agreement, for examination, audit, or reproduction, until three (3)
years after final payment under this Agreement or for any longer period required by
statute or by other clauses of this Agreement. In addition:
1. If this Agreement is completely or partially terminated, Method Learning shall make
available records relating to the work terminated until three (3) years after any
resulting final termination settlement; and
2. Method Learning shall make available records relating to appeals or to litigation or
the settlement of claims arising under or relating to this Agreement until such
appeals, litigation, or claims are finally resolved.
F. The provisions in this section shall apply to Method Learning, its officers, agents,
employees, subcontractors and suppliers. Method Learning shall incorporate the
provisions in this section in all subcontracts and all other agreements executed by
Method Learning in connection with the performance of this Agreement.
G. Nothing in this section shall impair any independent right to Client to conduct audits or
investigative activities. The provisions of this section are neither intended nor shall
they be construed to impose any liability on Client by Method Learning or third parties.
25. E-VERIFY
A. Method Learning 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, Method Learning 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, Method Learning shall
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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 Method Learning enters into a contract with an approved
subcontractor, the subcontractor must provide Method Learning with an affidavit stating
that the subcontractor does not employ, contract with, or subcontract with an
unauthorized alien. Method Learning 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 Client has a good faith belief that Method Learning has knowingly violated
Section 448.09(1), Florida Statutes, Client shall terminate this Agreement with
Method Learning for cause, and City shall thereafter have or owe no further
obligation or liability to Method Learning.
2. If Client has a good faith belief that a subcontractor has knowingly violated Section
A but the Method Learning otherwise complied with such section, Client will
promptly notify Method Learning and order the Method Learning to immediately
terminate the agreement with the subcontractor. Method Learning failure to
terminate a subcontractor shall be an event of default under this Agreement,
entitling Client to terminate the Agreement for cause.
3. 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.
4. Client or Method Learning 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 Client terminates the Agreement with Method Learning under the foregoing
Subsection (B)(1) Method Learning may not be awarded a public contract for at
least 1 year after the date of termination of this Agreement.
6. Method Learning is liable for any additional costs incurred by Client as a result of
the termination of this Agreement under this section.
26. MISCELLANEOUS. Except as otherwise specifically stated herein, remedies shall be
cumulative and there shall be no obligation to exercise a particular remedy. If any provision
of the Agreement are held to be unenforceable, the other provisions shall nevertheless
remain in full force and effect. The failure by either party to enforce any rights granted
hereunder or to take action against the other party in the event of any breach of the
Agreement will not be deemed a waiver by that party as to the subsequent enforcement
of rights or subsequent actions in the event of future breaches. The Agreement sets forth
the entire agreement between the parties with respect to the subject matter hereof and all
other agreements, representations, communications and understandings, both oral and
written, are superseded hereby.
METHOD LEARNING, INC.:
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DocuSign Envelope ID:580ADC56-39C0-498D-B1 F5-C587413C69E8
,—DocuSigned by:
Signature:'
—g u38..r�uwLWU...
Printed Kyle Henriksen
Name:
Title: Director of Business Development
ATTEST: DocuSigned by:
By: ' �*
(SVA IV I2LJU tRJr...
Signature
Bryan Ziegler
Printed Name:
Title: SVP-Co-Owner
5/19/2021 110:17 AM PDT
Date:
(Corporate Seal)
CITY OF MIAMI BEACH, FLORIDA:
DocuSigned by: pDS DS
By: Q�iln A tua,At
TAE2 EF3qa 34SE...
Alina T. Hudak, City Manager
ATTEST:
DocuSigned by:
By: �'"
.t, (may OJA.0 1.0
Rafael E. ranaao, LIty Clerk
Date: 5/24/2021 14:08 PM EDT
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
12
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to City Attorney „p Dole