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HomeMy WebLinkAboutExhibit 1PROFESSIONAL SERVICES AGREEMENT By and Between The Citv of Miami, Florida and (TARGETSAFETY.COM, INC.) This Professional Services Agreement ("Agreement") is entered into this day of , 2011 by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2°d Avenue, 10th Floor, Miami, Florida 33130 ("City"), and TargetSafety.com, Inc. whose principal address is 10805 Rancho Bernardo Road, Suite 200, San Diego, CA 92127 ("Provider"). RECITALS: WHEREAS, the City issued Request for Proposals No. 251230 on November 12, 2010, ("RFP"), which is attached hereto as Exhibit "A" and incorporated herein by reference for the provision of professional services ("Services") as more fully set forth in the Scope of Work ("SOW"), which is attached hereto and incorporated herein by reference as "Exhibit B" for the implementation of a Internet Based Training System (collectively, the "System"), also as set forth in Exhibit "B", and Provider submitted a response to the RFP (the "Response"), which is attached hereto as Exhibit "C" and incorporated herein by reference; and WHEREAS, the Evaluation Committee appointed by the City Manager recommended that the Proposal submitted by the Provider was ranked highest, in the best interest, and most advantageous of the City and recommended that the City Manager negotiate with the Provider; and WHEREAS, the City wishes to engage the Services of the Provider to provide the System, and the Provider wishes to perfoiui the Services for the City and to provide the System; and pie /(- go) WHEREAS, the Cityi and Provider desire to enter into this Agreement under the tends and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS; DEFINITIONS: A. The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The City's RFP is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The Services and System are hereby incorporated into and made a part of this Agreement as attached Exhibit "B". Provider's response dated December 13. 2010, is hereby incorporated into and made a part of this Agreement as attached Exhibit "C". The Provider's Insurance Certificate is hereby incorporated into and made a part of this Agreement as Exhibit "D." The Provider's Cost Proposal is hereby incorporated into and made a part of this Agreement as Exhibit "E". The Provider's Standard License Agreement SLA is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "F". The order of precedence whenever there is conflicting or inconsistent language between documents is as follows: (1) Professional Services Agreement with the Scope of Work and all other relevant agreements; (2) Addenda/Addendum to the Request for Proposals; (3) Request for Proposals; and (4) Provider's response to the Request for Proposals. 2. TERM; RENEWAL: A. The initial term of this Agreement shall commence on the Effective Date and shall continue in effect for an initial term of two (2) years with an option to renew for three (3) additional one (1) year periods at the sole discretion of the City as outlined in the Scope of Work. The City may extend the term of this Agreement as deemed necessary at its sole discretion until it is determined by the City that the System has been successfully implemented by the Provider. 3. SCOPE OF SERVICES: A. Provider agrees to provide the Services as specifically described subject to the special teens, conditions. budget and schedule set forth in Exhibit B which by this reference is incorporated into and made a part of this Agreement.. B. Provider represents to the City that: (i) it possesses all qualifications, licenses and expertise required for the perfoinnance of the Services and the System, including but not limited to full qualification to do business in Florida; (ii) it is not delinquent in the payment of any sums due the City, including payment of peuniits, fees, occupational licenses, etc., nor in the performance of any obligations to the City; (iii) all personnel assigned to perform the Services for the System are and shall be, at all times during the tellu hereof, fully qualified and trained to perfoini the tasks assigned to each; (iv) the Services for the System will be performed in the manner, at such times, and for the budgeted amounts (if applicable) described in Exhibit `B;" and (v) each person executing this Agreement on behalf of Provider has been duly authorized to so execute the same and fully bind Provider as a party to this Agreement. C. Provider shall give at least sixty (60) days advance written notice to City prior to any changes to the Project Manager(s) and shall provide City with pertinent infoiniation about the proposed replacement Project Manager(s) at lease thirty (30) days before the change takes place. It is the intent of the parties to this Agreement that the City should not be penalized by any such changes to the Project Manager. Therefore, in the event that Provider changes the Project Manager(s), Provider agrees to provide any and all such replacement Project Manager(s) to City free of charge during a three (3) week transition and ramp up period. D. Provider shall at all times provide fully qualified, competent and physically capable employees to perform the Services under this Agreement. City may require Provider to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued services under this Agreement is not in the best interest of the City. Each of Provider's employees shall have and wear proper identification. 4. COMPENSATION: A. Provider will invoice the City annually at a First Year cost not to exceed $40,135, Second Year cost not to exceed $51,240, Third Year cost not to exceed $51,240, Fourth Year cost not to exceed $55,440, and Fifth Year cost not to exceed $55,440. For illustrative purposes, the detailed cost breakdown, per year, is shown in Exhibit "E", (i) The City will pay 75% of the respective year's Annual Total amount shown in Exhibit "E" within 45 days of receipt of the TargetSafety invoice which will be issued at the completion of Day 1 of Phase 1 of Implementation as defined in Provider's Implementation Schedule (Exhibit `B"). (ii) and remaining 25% at the completion of Phase 5. B. Payment shall be made in arrears based upon work performed to the satisfaction of the City within forty-five (45) days after receipt of Provider's invoice for Services perfouuied, which shall be accompanied by sufficient supporting docu nentation and contain sufficient detail to allow a proper audit of expenditures, should the City require one to be performed. Invoices shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70. - 218.79, Florida Statutes, and other applicable laws. No advance payments shall be made at any time. C. Provider agrees and understands that (i) any and all subcontractors providing Services for the System related to this Agreement shall be paid through Provider and not paid directly by the City, and (ii) any and all liabilities regarding payment to or use of subcontractors for any of the Services related to this Agreement shall be borne solely by Provider. 5. OWNERSHIP OF DOCUMENTS; CONTENT PROVIDED TO PROVIDER; INTELLECTUAL PROPERTY RIGHTS & SECURITY; USE OF MEDIA MANAGEMENT SOFTWARE: A. Provider understands and agrees that any infouuiation, document, report or any other material whatsoever ("Infoiniation") which is given by the City to Provider, its employees, or any subcontractor, or which is otherwise obtained or prepared by Provider pursuant to or under the tetins of this Agreement, is and shall at all times remain the property of the City. Provider agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City Manager in his sole discretion. Provider is permitted to make and to maintain duplicate copies of the files, records, documents, etc. if Provider determines copies of such records are necessary subsequent to the termination of this Agreement; however, in no way shall the confidentiality as peiuiitted by applicable law be breached. The City shall maintain and retain ownership of any and all documents which result upon the completion of the work and Services under this Agreement. 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: Provider agrees to provide access to the City or to any of its duly authorized representatives, to any books, documents, papers, and records of Provider which are directly pertinent to this Agreement, for the purpose of audit, examination, excerpts, and transcripts. The City may, at reasonable times, and for a period of up to five (5) years following the date of final payment by the City to Provider under this Agreement, audit and inspect, or cause to be audited and inspected, those books, documents, papers, and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain any and all such books, documents, papers, and records at its principal place of business for a period of five (5) years after final payment is made under this Agreement and all other pending matters are closed. Provider's failure to adhere to, or refuse to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. 7. AWARD OF AGREEMENT: Provider represents to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the receipt of an award of this Agreement. S. PUBLIC RECORDS: A. Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable laws. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. B. Should Provider determine to dispute any public access provision required by Florida Statutes, then Provider shall do so at its own expense and at no cost to the City. 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements with local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Provider agree to comply with and observe all such applicable federal, state and local laws; rules, regulations, codes and ordinances, as they may be amended from time to time. Provider further agrees to include in all of Provider's agreements with subcontractors for any Services related to this Agreement this provision requiring subcontractors to comply with and observe all applicable federal, state, and local laws rules, regulations, codes and ordinances, as they may be amended from time to time. 10. INDEMNIFICATION: Provider shall indemnify, defend and hold harmless the City and its officials, employees, and its designated third -party administrator for claims (collectively referred to as "Indemnities") and each of them from and against all loss, costs, penalties, fines, damages, claims. expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) the negligent perfoumance or non-performance of the Services contemplated by this Agreement (whether active or passive) of Provider or its employees or subcontractors (collectively referred to as "Provider") which is directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnities, or any of them, or (ii) the failure of the Provider to comply materially with any of the requirements herein, or the failure of the Provider to confoini to statutes, ordinances, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the perfoiniance of this.Agreement. Provider expressly agrees to indemnify, defend and hold harmless the Indemnities, or any of them, from and against all liabilities which may be asserted by an employee or former employee of Provider, or any of its subcontractors, as provided above, for which the Provider's liability to such employee or fanner employee would otherwise be limited to payments under state Workers' Compensation or similar laws. Provider further agrees to indemnify, defend and hold harmless the Indemnities from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly to Provider's negligent performance under this Agreement, compliance with which is left by this Agreement to Provider, and (ii) any and all claims, and/or suits for labor and materials furnished by Provider or utilized in the perfoinrance of this Agreement or otherwise. NOTE: The City agrees to hold TargetSafety and its employees, representatives, agents, attorneys, affiliates, directors, officers, managers and shareholders (the "Provider Indemnified Parties') harmless from any damage, loss, cost or expense (including without limitation, attorneys ' fees and costs) incurred in connection with any third party claim, demand or action ("Claim') brought or asserted against any of the Provider 's Indemnified Parties: (i) alleging facts or circumstances that would constitute a breach of any provision of this Agreement by the "City" or, (ii) arising from, related to, or connected with the City's use of the Web Sites or the Services. If the "City" is obligated to provide indemnification pursuant to this provision, TargetSafety may, in its sole and absolute discretion, control the disposition of any Claim at the City's sole cost and expense. Without limiting the foregoing, you may not settle compromise or in any other manner dispose of any Claim without the consent of TargetSafety. This section shall be interpreted -to comply with Sections 725.06 and/or 725.08, Florida Statutes. Provider's obligations to indemnify, defend and hold harmless the Indemnities shall survive the termination of this Agreement. Provider understands and agrees that any and all liabilities regarding the use of any subcontractor for Services related to this Agreement shall be borne solely by Provider throughout the duration of this Agreement and that this provision shall survive the termination of this Agreement. 11. DEFAULT: If Provider fails to comply materially with any teini or condition of this Agreement, or fails to perfouni in any material way any of its obligations hereunder, and fails to cure such failure within 60 days after reasonable notice from the City, then Provider shall be in default. Provider understands and agrees that termination of this Agreement under this section shall not release Provider from any obligation accruing prior to the effective date of termination. 12. RESOLUTION OF AGREEMENT DISPUTES: Provider understands and agrees that all disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds Twenty - Five Thousand Dollars and No/Cents ($25,000), the City Manager's decision shall be approved or disapproved by the City Commission. Provider shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds Twenty -Five Thousand Dollars and No/Cents ($25,000), or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation ninety (90) days if City Manager's decision is subject to. City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 13. TERMINATION:OBLIGATIONS UPON TERMINATION: A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least sixty (60) calendar days prior to the effective date of such termination. In such event, the City shall pay to Provider compensation for Services rendered and approved expenses incurred prior to the effective date of tenuination. In no event shall the City be liable to Provider for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. B. The City Manager shall have the right to terminate this Agreement, without notice or liability to Provider, upon the occurrence of an event of a material default hereunder. In such event, the City shall not be obligated to pay any amounts to Provider for Services rendered by Provider after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of teunination. In no event shall the City be liable to Provider for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. C. This Agreement may be teiliiinated, in whole or in part, at any time by mutual written consent of the parties hereto. In such event, the City shall not be obligated to pay any amounts to Provider for Services rendered by Provider after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Provider for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequentialor incidental. damages. D. This Agreement may be terminated, in whole or in part, by either party if there has been a material default or breach on the part of the other party in any of its representations, warranties, covenants, or obligations contained in this Agreement and such default or breach is not cured within ninety (90) days following written notice from the non -breaching party. In such event, the City shall not be obligated to pay any amounts to Provider for Services rendered by Provider after the date of termination, but the parties shall remain responsible for any payments that have become due and owing as of the effective date of termination. In no event shall the City be liable to Provider for any additional compensation and expenses incurred, other than that provided herein, and in no event shall the City be liable for any consequential or incidental damages. 14. INSURANCE: A. Provider shall, at all times during the term hereof, maintain such insurance coverage(s) as may be required by the City. The insurance coverage(s) required as of the Effective Date of this Agreement are attached hereto as Exhibit "D" and incorporated herein by this reference. The City RFP number and title -of the RFP must appear on each certificate of insurance. The Provider shall add the City of Miami as an additional named insured to its commercial general liability and auto policies and as a named certificate holder on all policies. Provider shall correct any insurance certificates as requested by the City's Risk Management Administrator. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage(s) and shall be furnished to the City Risk Management Administrator on Certificates of Insurance indicating such insurance to be in force and effect and providing that the City is provided with written notice of cancellation or material change from the insurer in accordance to policy provisions... Completed Certificates of Insurance shall be filed with the City prior to the performance of Services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the City. B. Provider understands and agrees that any and all liabilities regarding the use of any of Provider's employees or any of Provider's subcontractors for Services related to this Agreement shall be borne solely by Provider throughout the telui of this Agreement and that this provision shall survive the termination of this Agreement. Provider further understands and agrees that insurance for each employee of Provider and each subcontractor providing Services related to this Agreement shall be maintained in good standing and approved by the City Risk Management Administrator throughout the duration of this Agreement. C. Provider shall be responsible for assuring that the insurance certificates required under this Agreement remain in full force and effect for the duration of this Agreement. including any extensions hereof. If insurance certificates are scheduled to expire during the term of this Agreement and any extension hereof, Provider shall be responsible for submitting new or renewed insurance certificates to the City's Risk Management Administrator at a minimum of ten (10) calendar days in advance of such expiration. In the event that expired certificates are not replaced, with new or renewed certificates which cover the term of this Agreement and any extension thereof: (i) the City shall suspend this Agreement until such time as the new or renewed certificate(s) are received in acceptable form by the City's Risk Management Administrator; or (ii) the City may, at its sole discretion, terminate the Agreement for cause and seek re -procurement damages from Provider in conjunction with the violation of the teens and conditions of this Agreement. E. Compliance with the foregoing requirements shall not relieve Provider of its liabilities and obligations under this Agreement. 15. NONDISCRIMINATION: Provider represents to the City that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's perfoiniance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 16. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, and Provider shall not assign any part of its operations; without the prior written consent of the City, which may be withheld or conditioned, in the City's sole discretion through the City Manager. Provider may not change or replace sub -contractors perfouuing work under the Scope of Services identified in Exhibit "B" without the prior written consent from the City Manager. 17. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a.party may. designate by notice.given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO PROVIDER: TO THE CITY: Target Safety.com, Inc. James Hensel, Director of Finance 10805 Rancho Bernardo Road San Diego, CA 92127 With Copies to: Veldora Arthur, Assistant Fire Chief Fire -Rescue Department 444 S.W. 2nd Ave, 10th Floor Miami, FL 33130 Julie O. Bru, City Attorney Office of the City Attorney 444 S.W. 2nd Ave., 9th Floor Miami, FL 33130 Johnny Martinez City Manager 444 SW 2nd Ave, 10th Floor Miami, Florida 33130 Ruben Bargueiras, Assistant Fire Chief Fire -Rescue Department 3425 Jefferson Street Miami, Fl 33133 Calvin Ellis, Director Risk Management Department 444 S.W. 2nd Ave., 9th Floor Miami, FL 33130 18. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. Venue in any proceedings between the parties shall be in Miami -Dade County, Florida. Each party shall bear its own attorney's fees. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be deteuiiined by a- court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then the same shall be deemed severable, and in either event, the remaining teinis and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. E. Provider shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including but not limited to licensure, and certifications required by law for professional service providers. F. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. Except as otherwise set forth in § 18(D) above, the City Manager shall have the sole authority to extend, to amend or to modify this Agreement on behalf of the City. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 20. INDEPENDENT CONTRACTORS: Provider has been procured and is being engaged to provide Services to the City as an independent contractor, and notas an agent or employee of the City. Accordingly, neither Provider, nor its employees, nor any subcontractor hired by Provider to provide any Services under this Agreement shall attain; nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider, its employees, or any subcontractor hired by Provider to provide any Services hereunder, and Provider agrees to provide or to require subcontractor(s) to provide, as applicable, workers' compensation insurance for any employee or agent of Provider rendering Services to the City under this Agreement. Provider further understands and agrees that Provider's or subcontractors' use or entry upon City properties shall not in any way change its or their status as an independent contractor. 21. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days written notice. 22. FORCE MAJEURE. A "Force Majeure Event" shall mean an act of God, act of governmental body or military authority, fire, explosion, power failure; flood, stole'', hurricane, sink hole, other natural disasters, epidemic, riot or civil disturbance, war or terrorism, sabotage, insurrection, blockade, or embargo. In the event that either party is delayed in the performance of any act or obligation pursuant to or required by the Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation shall be extended by the number of days equal to the total number of days, .if any, that such party is actually delayed .by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay shall extend beyond the duration specified in such notice, additional notice shall be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in perfoiuuance due to a Force Majeure Event shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 23. CITY NOT LIABLE FOR DELAYS: Provider hereby understands and agrees that in no event shall the City be liable for, or responsible to Provider or any subcontractor, or to any other person, film, or entity for or on account of, any stoppages or delay(s) in work herein provided for, or any damages whatsoever related thereto, because of any injunction or other legal or equitable proceedings or on account of any delay(s) for any cause over which the City has no control. 24. USE OF NAME: Provider understands and agrees that the City is not engaged in research for advertising, sales promotion, or other publicity purposes. Provider is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this project and the name of the City. The Provider agrees to protect any confidential infouuation provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 25. NO CONFLICT OF INTEREST: Pursuant to City of Miami Code Section 2-611, as amended ("City Code"), regarding conflicts of interest, Provider hereby certifies to City that no individual member of Provider, no employee, and no subcontractor under this Agreement. or. any immediate family member of any of the same is also a member of any board, commission, or agency of the City. Provider hereby represents and warrants to the City that throughout the term of this Agreement, Provider, its employees and its subcontractors will abide by this prohibition of the City Code. 26. NO THIRD -PARTY BENEFICIARY: No persons other than the Provider and the City (and their successors and assigns) shall have any rights whatsoever under this Agreement. 27. SURVIVAL: All obligations (including but not limited to indemnity and obligations to defend and hold haiuiless) and rights of any party arising during or attributable to the period prior to expiration or earlier teiniiination of this Agreement shall survive such expiration or earlier termination. 28. TRUTH -IN -NEGOTIATION CERTIFICATION, REPRESENTATION AND WARRANTY: Provider hereby certifies, represents and warrants to City that on the date of Provider's execution of this Agreement and so long as this Agreement shall remain in full force and effect, the wage rates and other factual unit costs supporting the compensation to Provider under this Agreement are and will continue to be accurate, complete, and current. Provider understands, agrees and acknowledges that the City shall adjust the amount of the compensation and any additions thereto to exclude any significant sums by which the City deteiuuines the contract price of compensation hereunder was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year of the end of this Agreement, whether naturally expiring or earlier terminated pursuant to the provisions hereof 29. COUNTERPARTS: This Agreement may be executed in three or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 30. ENTIRE AGREEMENT: This Agreement and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "Provider" TargetSafety.com Inc. ATTEST: By: Print Name: Print Name: Thomas Woodward Title: Title: Vice President (Authorized Corporate Officer) "City" CITY OF MIAMI, a municipal ATTEST: corporation By: Priscilla A. Thompson, City Clerk Johnny Martinez., City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Julie O. Bru City Attorney • Calvin Ellis, Director Department of Risk Management EXHIBIT A Request for Proposal No. 251230 and All Addenda thereto City of Miami Request for Proposals (RFP) Purchasing Department Miami Riverside Censer 444 SW 2nd Avenue, 6ih Floor Miami, Florida 33130 Web Site Address: http://ci.miami.fl.us/procurement RFP Number: Title: Issue Date/Time: RFP Closing Date/Time: Pre -Bid Conference: Pre -Bid Date/Time: Pre -Bid Location: Deadline for Request for Clarification: Buyer: Hard Copy Submittal Location: Buyer E-Mail Address: Buyer Facsimile: 251230 Request for Proposals for Internet -Based, Training System 12-NOV-2010 12/13/2010 @ 14:00:00 Tuesday, November 23, 2010 at 5:00 PM Gonzalez, Yusbel City of Miami - City Clerk 3500 Pan American Drive Miami FL 33133 US YGonzalez@ci.miami.fl.us (305) 400-5104 Page 1 of 36 Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be fine for a minimum of 180 days following the time set for closing of the submissions. In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this' submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terns and conditions of this solicitation and certify that I am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME • ADDRESS: PHONE: FAX: EMAIL: BEEPER. SIGNED BY: TITLE: DATE. FAILURE TO COMPLETE. SIGN. AND RETURN THIS FORM SHALL DISOUALIFY THIS BID. Page 2 of 36 Certifications Legal Name of Firm: Entity Type: Partnership, Sole Proprietorship, Corporation, etc. Year Established: • Office Location: City of Miami, Miami -Dade County, or Other Occupational License / Business Tax Receipt Number: Occupational License/Business Tax Receipt issuing Agency: Occupational License/Business Tax Receipt Expiration Date: Respondent certifies that (s) he has read and understood the provisions of City of Miami Ordinance No. 10032 (Section 18-105 of the City Code) pertaining to the implementation of a "First Source Hiring Agreement.": (Yes or No) Do you expect to create new positions in your company in the event your company was awarded a Contract by the City? (Yes or No) In the event your answer to question above is yes, how many new positions would you create to perform this work? Please list the title, rate of pay, summary of duties, number of positions, and expected length or duration of all new positions which might be created as a result of this award of a Contract. Will Subcontractor(s) be used? (Yes or No) Page 3 of 36 Please list and acluiowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. Page 4 of 36 Line: 1 Description: Total Cost of an Internet -Based Training System, Pursuant to Section 3, Specifications Pursuant to Section 4, Submission Requirements, subsection 7), titled "Cost Proposal": Proposer shall provide a break down of all costs associated with the purchase of an internet based training system. Cost proposal shall include, amongst other things: annual license and subscription fees, training, startup materials, implementation, configuration and any other additional fees/costs required to meet the requirements listed in Section 3, Specifications, of the RFP solicitation document. Category: 92091-00 Unit of Measure: Each Unit Price: $ Number of Units: 1 Total: $ Page 5 of 36 Request for Proposals (RFP) 251230 Table of Contents Terms and Conditions 7 1. General Conditions 7 1.1. GENERAL TERMS AND CONDITIONS 7 2. Special Conditions 24 2.1. PURPOSE 24 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION 24 2.3. TERM OF CONTRACT 24 2.4. CONDITIONS FOR RENEWAL 24 2.5. NON -APPROPRIATION OF FUNDS ")4 2.6. PROPOSER'S MINIMUM QUALIFICATIONS 24 2.7. CONTRACT EXECUTION 25 2.8. FAILURE TO PERFORM 25 2.9. INSURANCE REQUIREMENTS 25 2.10. CONTRACT ADMINISTRATOR ... 27 2.11. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) �7 2.12. WARRANTY, FITNESS FOR PURPOSE 27 2.13. COMPLETE PROJECT REQUIRED 27 2.14. TERMINATION 28 2.15. ADDITIONAL TERMS AND CONDITIONS 28 2.16. PRIMARY CLIENT (FIRST PRIORITY) '78 2.17. UNAUTHORIZED WORK ")8 2.18. CHANGES/ALTERATIONS 28 2.19. COMPENSATION PROPOSAL 28 2.20. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD 29 2.21. ADDITIONAL SERVICES �9 2.22. RECORDS 29 2.23. TRAINING DATA 30 2.24. TRUTH IN NEGOTIATION CERTIFICATE 30 3. Specifications 31 3.1. SPECIFICATIONS/SCOPE OF WORK 31 4. Submission Requirements 34 4.1. SUBMISSION REQUIREMENTS . . 34 5. Evaluation Criteria 36 5.1. EVALUATION CRITERIA 36 Page 6 of 36 Request for Proposals (RFP) 251230 .Terms.and Conditions 1. General Conditions 1.1. GENERAL TERMS AND CONDITIONS Intent: The General Terms and Conditions described herein apply to the acquisition of goods/equipment/services with an estimated aggregate cost of S25,000.00 or more. Definition: A formal solicitation is defined as issuance of an Invitation for Bids, Request for Proposals, Request for Qualifications, or Request for Letters of Interest pursuant to the City of Miami Procurement Code and/or Florida Law, as amended. Formal Solicitation and Solicitation shall be defined in the same manner herein. 1.1. ACCEPTANCE OF GOODS OR EQUIPMENT - Any good(s) or equipment delivered under this formal solicitation, if applicable, shall remain the property of the seller until a physical inspection and actual usage of the good is made, and thereafter is accepted as satisfactory to the City. It must comply with the terms herein and be fully in accordance with specifications and of the highest quality. In the event the goods/equipment supplied to the City are found to be defective or does not conform to specifications, the City reserves the right to cancel the order upon written notice to the Contractor and return the product to the Contractor at the Contractor's expense. 1.2. ACCEPTANCE OF OFFER - The signed or electronic submission of your solicitation response shall be considered an offer on the part of the bidder/proposer; such offer shall be deemed accepted upon issuance by the City of a purchase order. 1.3. ACCEPTANCE/REJECTION — The City reserves the right to accept or reject any or all responses or parts of after opening/closing date and request re -issuance on the goods/services described in the formal solicitation. In the event of such rejection, the Director of Purchasing shall notify all affected bidders/proposers and make available a written explanation for the rejection. The City also reserves the right to reject the response of any bidder/proposer who has previously failed to properly perform under the terms and conditions of a contract, to deliver on time contracts of a similar nature, and who is not in a position to perform the requirements defined in this formal solicitation. The City further reserves the right to waive any irregularities or minor informalities or technicalities in any or all responses and may, at its discretion. re -issue this formal solicitation. 1.4. ADDENDA — It is the bidder's/proposer's responsibility to ensure receipt of all Addenda. Addenda are available at the City's website at: http://www.ci.miami.fl.us/procurement 1.5. ALTERNATE RESPONSES MAY BE CONSIDERED - The City may consider one (I) alternate response from the same Bidder/Proposer for the same formal solicitation; provided, that the alternate response offers a different product that meets or exceeds the formal solicitation requirements. In order for the City to consider an alternate response, the Bidder/Proposer shall complete a separate Price Sheet form and shall mark "Alternate Response". Alternate response shall be placed in the same response. This provision only applies to formal solicitations for the procurement of goods, services, items, equipment, materials, and/or supplies. 1.6. ASSIGNMENT - Contractor agrees not to subcontract, assign, transfer, convey, sublet, or otherwise dispose of the resulting Contract, or any or all of its right, title or interest herein, without City of Miami's prior written consent. 1.7. ATTORNEY'S FEES - In connection with any litigation, mediation and arbitration arising out of this Contract, the prevailing party shall be entitled to recover its costs and reasonable attomey's fees through and including appellate litigation and any post judgment proceedings. 1.8. AUDIT RIGHTS AND RECORDS RETENTION - The Successful Bidder/Proposer agrees to provide access at all reasonable times to the City, or to any of its duly authorized representatives, to any books, documents, papers, and records of Contractor which are directly pertinent to this formal solicitation, for the purpose of audit, examination, excerpts, and transcriptions. The Successful Bidder/Proposer shall maintain and retain any and all of the books, documents, papers and records pertinent to the Contract for Page 7 of 36 Request for Proposals (RFP) 251230 three (3) years after the City makes final payment and all other pending matters are closed. 'Contractor's failure to or refusal to comply with this condition shall result in the immediate cancellation of this contract by the City. 1.9. AVAILABILITY OF CONTRACT, STATE-WIDE - Any Governmental, not -for -profit or quasi -governmental entity in the State of Florida, may avail itself of this contract and purchase any and all goods/services, specified herein from the successful bidders)/proposer(s) at the contract price(s) established herein, when permissible by federal, state, and local laws, rules, and regulations. Each Governmental, not -for -profit or quasi -governmental entity which uses this formal solicitation and resulting bid contract or agreement will establish its own contract/agreement, place its own orders, issue its own purchase orders, be invoiced there from and make its own payments, determine shipping terms and issue its own exemption certificates as required by the successful bidder(s)/proposer(s). 1.10. AWARD OF CONTRACT: A. The Formal Solicitation, Bidder's/Proposer's response, any addenda issued, and the purchase order shall constitute the entire contract,'unless modified in accordance with any ensuing contract/agreement, amendment or addenda. B. The award of a contract where there are Tie Bids will be decided by the Director of Purchasing or designee in the instance that Tie Bids can't be determined by applying Florida Statute 287.087, Preference to Businesses with Drug -Free Workplace Programs. C. The award of this contract may be preconditioned on the subsequent submission of other documents as specified in the Special Conditions or Technical Specifications. Bidder/Proposer shall be in default of its contractual obligation if such documents are not submitted in a timely manner and in the form required by the City. Where Bidder/Proposer is in default of these contractual requirements, the City, through action taken by the Purchasing Department, will void its acceptance of the Bidder's/Proposer's Response and may accept the Response from the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or re -solicit the City's requirements. The City, at its sole discretion, may seek monetary restitution from Bidder/Proposer and its bid/proposal bond or guaranty, if applicable, as a result of damages or increased costs sustained as a result of the Bidder's/Proposer's default. D. The term of the contract shall be specified in one of three documents which shall be issued to the successful Bidder/Proposer. These documents may either be a purchase order, notice of award and/or contract award sheet. E. The City reserves the right to automatically extend this contract for up to one hundred twenty (120) calendar days beyond the stated contract term in order to provide City departments with continual service • and supplies while a new contract is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Bidder/Proposer, in writing, of its intent to extend the contract at the same price, terms and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Successful Bidder/Proposer are in mutual agreement of such extensions. F. Where the contract involves a single shipment of goods to the City, the contract tern shall conclude upon completion of the expressed or implied warranty periods. G. The City reserves the right to award the contract on a split -order, Lump sum or individual -item basis, or such combination as shall best serve the interests of the City unless otherwise specified. H. A Contract/Agreement may be awarded to the Bidder/Proposer by the City Commission based upon the minimum qualification requirements reflected herein. As a result of a RFP, RFQ, or RFLI, the City reserves the right to execute or not execute, as applicable, an Agreement with the Proposer, whichever is determined to be in the City's best interests. Such agreement will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney. 1.11. BID BOND/ BID SECURITY - A cashier's or certified check, or a Bid Bond signed by a recognized surety company that is licensed to do business in the State of Florida, payable to the City of Miami, for the amount bid is required from all bidders/proposers, if so indicated under the Special Conditions. This check or bond guarantees that a bidder/proposer will accept the order or contract/agreement, as bid/proposed, if it is awarded to bidder/proposer. Bidder/Proposer shall forfeit bid deposit to the City should City award Page 8 of 36 Request for Proposals (RFP) 251230 contract/agreement to Bidder/Proposer and Bidder/Proposer fails to accept the award. The City reserves the right to reject any and all surety tendered to the City. Bid deposits are returned to unsuccessful bidders/proposers within ten (10) days after the award and successful bidder's/proposer's acceptance of award. If sixty (60) days have passed after the date of the formal solicitation closing date, and no contract has been awarded, all bid deposits will be returned on demand. 1.12. RESPONSE FORM (HARDCOPY FORMAT) - All forms should be completed, signed and submitted accordingly. 1.13. BID SECURITY FORFEITED LIQUIDATED DAMAGES - Failure to execute an Agreement and/or file an acceptable Performance Bond, when required, as provided herein, shall be just cause for the annulment of the award and the forfeiture of the Bid Security to the City, which forfeiture shall be considered, not as a penalty, but in mitigation of damages sustained. Award may then be made to the next lowest responsive, responsible Bidder or Proposal most advantageous to the City or all responses may be rejected. 1.14. BRAND NAMES -'If and wherever in the specifications brand names, makes, models, names of any manufacturers, trade names, or bidder/proposer catalog numbers are specified, it is for the purpose of establishing the type, function, minimum standard of design, efficiency, grade or quality of goods only. When the City does not wish to rule out other competitors' brands or makes, the phrase "OR EQUAL" is added. When bidding/proposing an approved equal, Bidders/Proposers will submit, with their response, complete sets of necessary data (factory information sheets, specifications, brochures, etc.) in order for the City to evaluate and determine the equality of the item(s) bid/proposed. The City shall be the sole judge of equality and its decision shall be final. Unless otherwise specified, evidence in the form of samples may be requested if the proposed brand is other than specified by the City. Such samples are to be furnished after formal solicitation opening/closing only upon request of the City. If samples should be requested, such samples must be received by the City no later than seven (7) calendar days after a formal request is made. 1.15. CANCELLATION - The City reserves the right to cancel all formal solicitations before its opening/closing. In the event of bid/proposal cancellation, the Director of Purchasing shall notify all. prospective bidders/proposers and make available a written explanation for the cancellation. 1.16. CAPITAL EXPENDITURES - Contractor understands that any capital expenditures that the firm makes, or prepares to make, in order to deliver/perform the goods/services required by the City, is a business risk which the contractor must assume. The City will not be obligated to reimburse amortized or unamortized capital expenditures, or to maintain the approved status of any contractor. If contractor has been unable to recoup its capital expenditures during the time it is rendering such goods/services, it shall not have any claim upon the City. 1.17. CITY NOT LIABLE FOR DELAYS - It is further expressly agreed that in no event shall the City be liable for, or responsible to, the Bidder/Proposer/Consultant, any sub-contractor/sub-consultant, or to any other person for, or on account of, any stoppages or delay in the work herein provided for by injunction or other legal or equitable proceedings or on account of any delay for any cause over which the City has no control. 1.18. COLLUSION —Bidder/Proposer, by submitting a response, certifies that its response is made without previous understanding, agreement or connection either with any person, firm or corporation submitting a response for the same items/services or with the City of Miami's Purchasing Department or initiating department. The Bidder/Proposer certifies that its response is fair, without control, collusion, fraud or other illegal action. Bidder/Proposer certifies that it is in compliance with the Conflict of Interest and Code of Ethics Laws. The City will investigate all potential situations where collusion may have occurred and the City reserves the right to reject any and all bids/responses where collusion may have occurred. 1.19. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS - Contractor understands that contracts between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, records keeping, etc. City and Contractor agree to comply with and observe all applicable laws, codes and ordinances as that may in any way affect the goods or equipment offered, including but not limited to: A. Executive Order 11246, which prohibits discrimination against any employee, applicant, or client because of race, creed, color, national origin, sex, or age with regard to, but not limited to, the following: employment practices, rate of pay or other compensation methods, and training selection. Page 9 of 36 Request for Proposals (RFP) 2.51230 B. Occupational, Safety and Health Act (OSHA), as applicable to this Formal Solicitation. C. The State of Florida Statutes, Section 287.133(3)(A) on Public Entity Crimes. D. Environment Protection Agency (EPA), as applicable to this Formal Solicitation. E. Uniform Commercial Code (Florida Statutes, Chapter 672). F. Americans with Disabilities Act of 1990, as amended. G. National Institute of Occupational Safety Hazards (NIOSH), as applicable to this Formal Solicitation. H. National Forest Products Association (NFPA), as applicable to this Formal Solicitation. I. City Procurement Ordinance City Code Section 18, Article III. J. Conflict of Interest, City Code Section 2-611;61. K Cone of Silence, City Code Section 18-74. L. The Florida Statutes Sections 218.73 and 218.74 on Prompt Payment. M. First Source Hiring Agreement, City Ordinance No. 10032, as applicable to this Formal Solicitation. Implemented to foster the creation of new and permanent jobs for City of Miami residents; requires as a condition precedent to the execution of service contracts including professional services. Lack of knowledge by the bidder/proposer will in no way be a cause for relief from responsibility. Non-compliance with all local, state, and federal directives, orders, and laws may be considered grounds for termination of contract(s). Copies of the City Ordinances may be obtained from the City Clerk's Office. 1.20. CONE OF SILENCE - Pursuant to Section 18-74 of the City of Miami Code, a "Cone of Silence" is imposed upon each RFP, RFQ, RFLI, or IFB after advertisement and terminates at the time the City Manager issues a written recommendation to the Miami City Commission. The Cone of Silence shall be applicable only to Contracts for the provision of goods and services and public works or improvements for amounts greater than 8200,000. The Cone of Silence prohibits any communication regarding RFPs, RFQs, RFLI or IFBs (bids) between, among others: Potential vendors, service providers, bidders, lobbyists or consultants and the City's professional staff including, but not limited to, the City Manager and the City Manager's staff; the Mayor, City Commissioners, or their respective staffs and any member of the respective selection/evaluation committee. The provision does not apply to, among other communications: oral communications with the City purchasing staff, provided the communication is limited strictly to matters of process or procedure already contained in the formal solicitation document; the provisions of the Cone of Silence do not apply to oral communications at duly noticed site visits/inspections, pre -proposal or pre -bid conferences, oral presentations before selection/evaluation committees, contract negotiations during any duly noticed public.meeting, or public presentations made to the Miami City Commission during a duly noticed public meeting; or communications in writing or by email at any time with any City employee, official or member of the City Commission unless specifically prohibited by the applicable RFP, RFQ, RFLI or IFB (bid) documents (See Section 2.2. of the Special Conditions); or communications in connection with the collection of industry comments or the performance of market research regarding a particular RFP, RFQ, RFLI OR IFB by City Purchasing staff. Proposers or bidders must file a copy of any written communications with the Office of the City Clerk, which shall be made available to any person upon request. The City shall respond in writing and file a copy with the Office of the City Clerk, which shall be made available to any person upon request. Written communications may be in the form of e-mail, with a copy to the Office of the City Clerk. In addition to any other penalties provided by law, violation of the Cone of Silence by any proposer or bidder shall render any award voidable. A violation by a particular Bidder, Proposer, Offeror, Respondent, lobbyist or consultant shall subject same to potential penalties pursuant to the City Code. Any person having personal knowledge of a violation of these provisions shall report such violation to the State Attorney and/or may file a complaint with the Ethics Commission. Proposers or bidders should reference Section 18-74 of the City of Miami Code for further clarification. Page 10 of 36 Request for Proposals (RFP) 251230 This language is only a summary of the key provisions of the Cone of Silence. Please review City of Miami Code Section 18-74 for a complete and thorough description of the Cone of Silence. You may contact the City Clerk at 305-250-5360, to obtain a copy of same. 1.21. CONFIDENTIALITY - As a political subdivision, the City of Miami is subject to the Florida Sunshine Act and Public Records Law. If this Contract/Agreement contains a confidentiality provision, it shall have no application when disclosure is required by Florida law or upon court order. 1.22. CONFLICT OF INTEREST — Bidders/Proposers, by responding to this Formal Solicitation, certify that to the best of their knowledge or belief, no elected/appointed official or employee of the City of Miami is financially interested, directly or indirectly, in the purchase of goods/services specified in this Formal Solicitation. Any such interests on the part of the Bidder/Proposer or its employees must be disclosed in writing to the City. Further, you must disclose the name of any City employee who owns, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in your fine. 1.23. COPYRIGHT OR PATENT RIGHTS — Bidders/Proposers warrant that there has been no violation of copyright or patent rights in manufacturing, producing, or selling the goods shipped or ordered and/or services provided as a result of this formal solicitation, and bidders/proposers agree to hold the City harmless from any and all liability, loss, or expense occasioned by any such violation. 1.24. COST INCURRED BY BIDDER/PROPOSER - All expenses involved with the preparation and submission of Responses to the City, or any work performed in connection therewith shall be borne by the Bidder(s)/Proposer(s). 1.25. DEBARMENT AND SUSPENSIONS (Sec 18-107) (a) Authority and requirement to debar and suspend. After reasonable notice to an actual or prospective Contractual Party, and after reasonable opportunity for such party to be heard, the City Manager, after consultation with the Chief Procurement Officer and the city attorney, shall have the authority to debar a Contractual Party, for the causes listed below, from consideration for award of city Contracts. The debarment shall be for a period of not fewer than three years. The City Manager shall also have the authority to suspend a Contractual Party from consideration for award of city Contracts if there is probable cause for debarment, pending the debarment determination. The authority to debar and suspend contractors shall be exercised in accordance with regulations which shall be issued by the Chief Procurement Officer after approval by the City Manager, the city attorney, and the City Commission. (b) Causes for debarment or suspension. Causes for debarment or suspension include the following: (1) Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a public or private Contract or subcontract, or incident to the performance of such Contract or subcontract. (2) Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty. (3) Conviction under state or federal antitrust statutes arising out of the submission of Bids or Proposals. (4) Violation of Contract provisions, which is regarded by the Chief Procurement Officer to be indicative of nonresponsibility. Such violation may include failure without good cause to perform in accordance with the terms and conditions of a Contract or to perform within the time limits provided in a Contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or suspension. (5) Debarment or suspension of the Contractual Party by any federal, state or other governmental entity. (6) False certification pursuant to paragraph (c) below. (7) Found in violation of a zoning ordinance or any other city ordinance or regulation and for which the violation remains noncompliant. (8) Found_in violation of a zoning ordinance or. any.other city ordinance or regulation and for which a civil penalty or fine is due and owing to the city. Page 11 of 36 Request for Proposals (RFP) 251230 (9) Any other cause judged by the City Manager to be so serious and compelling as to affect the responsibility of the Contractual Party performing city Contracts. (c) Certification. All Contracts for goods and services, sales, and leases by the city shall contain a certification that neither the Contractual Party nor any of its principal owners or personnel have been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b)(5). (d) Debarment and suspension decisions. Subject to the provisions of paragraph (a), the City Manager shall render a written decision stating the reasons for the debarment or suspension. A copy of the decision shall be provided promptly to the Contractual Party, along with a notice of said party's right to seek judicial relief. 1.26. DEBARRED/SUSPENDED VENDORS —An entity or affiliate who has been placed on the State of Florida debarred or suspended vendor list may not submit a response on a contract to provide goods or services to a public entity, may not submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit response on leases of real property to a public entity, may not award or perform work as a contractor, supplier, subcontractor, or consultant under contract with any public entity, and may not transact business with any public entity. 1.27. DEFAULT/FAILURE TO PERFORM - The City shall be the sole judge of nonperformance, which shall include any failure on the part of the successful Bidder/Proposer to accept the award, to furnish required documents, and/or to fulfill any portion of this contract within the time stipulated. Upon default by the successful Bidder/Proposer to meet any terms of this agreement, the City will notify the Bidder/Proposer of the default and will provide the contractor three (3) days (weekends and holidays excluded) to remedy the default. Failure on the contractor's part to correct the default within the required three (3) days shall result in the Contract being terminated and upon the City notifying in writing the contractor of its intentions and the effective date of the termination. The following shall constitute default: A. Failure to perform the work or deliver the goods/services required under the Contract and/or within the time required or failing to use the subcontractors, entities and personnel as identified and set forth, and to the degree specified in the Contract. B. Failure to begin the work under this Contract within the time specified. C. Failure to perform the work with sufficient workers and equipment or with sufficient materials to ensure timely .completion. D. Neglecting or refusing to remove materials or perform new work where prior work has been rejected as nonconforming with the terns of the Contract. E. Becoming insolvent, being declared bankrupt, or committing any act of bankruptcy or insolvency, or making an assignment for the benefit of creditors, if the insolvency, bankruptcy, or assignment renders the successful Bidder/Proposer incapable of performing the work in accordance with and as required by the Contract. F. Failure to comply with any of the terns of the Contract in any material respect. All costs and charges incurred by the City as a result of a default or a default incurred beyond the time limits stated, together with the cost of completing the work, shall be deducted from any monies due or which may become due on this Contract. 1.28. DETERMINATION OF RESPONSIVENESS - Each Response will be reviewed to determine if it is responsive to the submission requirements outlined in the Formal Solicitation. A "responsive" response is one which follows the requirements of the formal solicitation, includes all documentation, is submitted in the format outlined in the formal solicitation, is of timely submission, and has appropriate signatures as required on each document. Failure to comply with these requirements may deem a Response non -responsive. 1.29. DISCOUNTS OFFERED DURING TERM OF CONTRACT - Discount Prices offered in the response shall be fixed after the award by the Commission, unless otherwise specified in the Special Terns and Conditions. Price discounts off the original prices quoted in the response will be accepted from successful Bidder(s)/Proposer(s) during the term of the contract. Such discounts shall remain in effect for a minimum of 120 days from approval by the City Commission Any discounts offered by a manufacturer to Bidder/Proposer will be passed on to the City. Page 12 of 36 Request for Proposals (RFP) 251230 1.30. DISCREPANCIES, ERRORS, AND OMISSIONS - Any discrepancies, errors, or ambiguities in the Formal Solicitation or addenda (if any) should be reported in writing to the City's Purchasing Department. Should it be found necessary, a written addendum will be incorporated in the Formal Solicitation and will become part of the purchase agreement (contract documents). The City will not be responsible for any oral instructions; clarifications, or other communications. A. Order of Precedence — Any inconsistency in this formal solicitation shall be resolved by giving precedence to the following documents, the first of such list being the governing documents. 1) Addenda (as applicable) 2) Specifications 3) Special Conditions 4) General Terms and Conditions 1.31. EMERGENCY / DISASTER PERFORMANCE - In the event of a hurricane or other emergency or disaster situation,.the successful vendor shall provide the City with the commodities/services defined within the scope of this formal solicitation at the price contained within vendor's response. Further, successful vendor shall deliver/perform for the city on a priority basis during such times of emergency. 1.32. ENTIRE BID CONTRACT OR AGREEMENT - The Bid Contract or Agreement consists of this City of Miami Formal Solicitation and specifically this General Conditions Section, Contractor's Response and any written agreement entered into by the City of Miami and Contractor in cases involving RFPs, RFQs; and RFLIs, and represents the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all other negotiations, understanding and representations, if any, made by and between the parties. To the extent that the agreement conflicts with, modifies, alters or changes any of the terms and conditions contained in the Formal Solicitation and/or Response, the Formal Solicitation and then the Response shall control. This Contract may be modified only by a written agreement signed by the City of Miami and Contractor. 1.33. ESTIMATED QUANTITIES —Estimated quantities or estimated dollars are provided for your guidance only. No guarantee is expressed or implied as to quantities that will be purchased during the contract period. The City is not obligated to place an order for any given amount subsequent to the award of this contract. Said estimates may be used by the City for purposes of determining the low bidder or most advantageous proposer meeting specifications. The City reserves the right to acquire additional quantities at the prices bid/proposed or at lower prices in this Formal Solicitation. 1.34. EVALUATION OF RESPONSES A.Rejection of Responses The City may reject a Response for any of the following reasons: 1) Bidder/Proposer fails to acknowledge receipt of addenda; 2) Bidder/Proposer mistates or conceals any material fact in the Response ; 3) Response does not conform to the requirements of the Formal Solicitation; 4) Response requires a conditional award that conflicts with the method of award; 5) Response does not include required samples, certificates, licenses as required; and, 6) Response was not executed by the Bidder's/Proposer(s) authorized agent. The foregoing is not an all inclusive list of reasons for which a Response may be rejected. The City may reject and re -advertise for all or any part of the Formal Solicitation whenever it is deemed in the best interest of the City. B. Elimination From Consideration 1) A contract shall not be awarded to any person or firm which is in arrears to the City upon any debt or contract, or which is a defaulter as surety or otherwise upon any obligation to the City. 2) A contract may not he awarded to any person or firm which has failed to perform under the terms and conditions of any previous contract with the City or deliver on time contracts of a similar nature. 3) A contract may not be awarded to any person or firm which has been debarred by the City in accordance with the City's Debarment and Suspension Ordinance. Page 13 of 36 Request for Proposals (RFP) 251230 C. Determination of Responsibility 1) Responses will only be considered from entities who are regularly engaged in the business of providing the goods/equipment/services required by The Formal Solicitation. Bidder/Proposer must be able to demonstrate a satisfactory record of performance and integrity; and, have sufficient financial, material, equipment, facility, personnel resources, and expertise to meet all contractual requirements. The terms "equipment and organization" as used herein shall be construed to mean a fully equipped and well established entity in line with the best industry practices in the industry as determined by the City. 2) The City may consider any evidence available regarding the financial, technical and other qualifications and abilities of a Bidder/Proposer, including past performance (experience) with the City or any other governmental entity in making the award. 3) The City may require the Bidder(s)/Proposer(s) to show proof that they have been designated as an authorized representative of a manufacturer or supplier which is the actual source of supply, if required by the Formal Solicitation. 1.35. EXCEPTIONS TO GENERAL AND/OR SPECIAL CONDITIONS OR SPECIFICATIONS - Exceptions to the specifications shall be listed on the Response and shall reference the section. Any exceptions to the General or Special Conditions shall be cause for the bid (IFB) to be considered non -responsive. It also may be cause for a RFP, RFQ, or RFLI to be considered non -responsive; and, if exceptions are taken to the terns and conditions of the resulting agreement it may lead to terminating negotiations. 1.36. F.U.B. DESTINATION - Unless otherwise specified in the Formal Solicitation, all prices quoted/proposed by the bidder/proposer must be F.O.B. DESTINATION, inside delivery, with all delivery costs and charges included in the bid/proposal price, unless otherwise specified in this Formal Solicitation. Failure to do so may be cause for rejection of bid/proposal. 1.37. FIRM PRICES - The bidder/proposer warrants that prices, terms, and conditions quoted in its response will be firm throughout the duration of the contract unless otherwise specified in the Formal Solicitation. Such prices will remain firm for the period of performance or resulting purchase orders or contracts, which are to be performed or supplied over a period of time. 1.38. FIRST -SOURCE HIRING AGREEMENT (Sec. 18-105) (a) The Commission approves implementation of the first -source hiring agreement policy and requires as a condition precedent to the execution of service contracts for facilities, services, and/or receipt of grants and loans, for projects of a nature that create new jobs, the successful negotiation of first -source hiring agreements between the organization or individual receiving said contract and the authorized representative unless such an agreement is found infeasible by the city manager and such finding approved by the City Commission at a public hearing. (b) For the purpose of this section, the following terms, phrases, words and their derivations shall have the following meanings: Authorized representative means the Private Industry Council of South Florida/South Florida Employment and Training Consortium, or its successor as local recipient of federal and state training and employment funds. Facilities means all publicly financed projects, including but without limitation, unified development projects, municipal public works, and municipal improvements to the extent they are financed through public money services or the use of publicly owned property. Grants and loans means, without limitation, urban development action grants (UDAG), economic development agency construction loans, loans from Miami Capital Development, Incorporated, and all federal and state grants administered by the city. Service contracts means contracts for the procurement of services by the city which include professional services. Services includes, without limitation, public works improvements; facilities, professional services, commodities, supplies, materials and equipment. (c) ..The authorized representative.shall negotiate.each first -source hiring agreement. (d) The primary beneficiaries of the first -source hiring agreement shall be participants of the city Page 14 of 36 Request for Proposals (RFP) 251230 training and employment programs, and other residents of the city. 1.39. FLORIDA MINIMUM WAGE - The Constitution of the State of Florida, Article X, Section 24, states that employers shall pay employee wages no less than the minimum wage for all hours worked in Florida. Accordingly, it is the contractor's and its' subcontractor(s) responsibility to understand and comply with this Florida constitutional minimum wage requirement and pay its employees the current established hourly minimum wage rate, which is subject to change or adjusted by the rate of inflation using the consumer price index for urban wage earners and clerical workers, CPI-W, or a successor index as calculated by the United States Department of Labor. Each adjusted minimum wage rate calculated shall be determined and published by the Agency Workforce Innovation on September 30th of each year and take effect on the following January lst. At the time of responding, it is bidder/proposer and his/her subcontractor(s), if applicable, full responsibility to determine whether any of its employees may be impacted by this Florida Law at any given point in time during the term of the contract. If impacted, bidder/proposer must furnish employee name(s), job titie(s), job description(s), and current pay rate(s). Failure to submit this information at the time of submitting a response constitute successful bidder's/proposer's acknowledgement and understanding that the Florida Minimum Wage Law will not impact its prices throughout the term of contract and waiver of any contractual price increase request(s). The City reserves the right to request and successful bidder/proposer must provide for any and all information to make a wage and contractual price increase(s) determination. 1.40. GOVERNING LAW AND VENUE - The validity and effect of this Contract shall be governed by the laws of the State of Florida. The parties agree that any action, mediation or arbitration arising out of this Contract shall take place in Miami -Dade County, Florida. 1.41. HEADINGS AND TERMS - The headings to the various paragraphs of this Contract have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending or affecting in any way the expressed terms and provisions hereof. 1.42. HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPPA) - Any person or entity that performs or assists the City of Miami with a function or activity involving the use or disclosure of "individually identifiable health information (IIHI) and/or Protected Health Information (PHI) shall comply with the Health Insurance Portability and Accountability Act (HIPAA) of 1996 and the City of Miami Privacy Standards. HIPAA mandates for privacy, security and electronic transfer standards, which include but are not limited to: A. Use of information only for performing services required by the contract or as required by law; B. Use of appropriate safeguards to prevent non -permitted disclosures; C. Reporting to the City of Miami of any non -permitted use or disclosure; D. Assurances that any agents and subcontractors agree to the same restrictions and conditions that apply to the Bidder/Proposer and reasonable assurances that IIHI/PHI will be held confidential; E. Making Protected Health Information (PHI) available to the customer; F. Making PHI available to the customer for review and amendment; and incorporating any amendments requested by the customer; G. Making PHI available to the City of Miami for an accounting of disclosures; and H. Making internal practices, books and records related to PHI available to the City of Miami for compliance audits. PHI shall maintain its protected status regardless of the form and method of transmission (paper records, and/or electronic transfer of data). The Bidder/ Proposer must give its customers written notice of its privacy information practices including specifically, a description of the types of uses and disclosures that would be made with protected health information. 1.43. INDEMNIFICATION - The Contractor shall indemnify and save harmless forever the City, and all the City's agents, officers and employees from and against all charges or claims resulting from any bodily injury, loss of life, or damage to property from any act, omission or neglect, by itself or its employees; the Contractor shall become defendant in every suit brought for any of such causes of action against the City or the City's officials, agents and employees; the Contractor shall further indemnify City as to all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claims and any resulting Page 15 of 36 Request for Proposals (RFP) 251230 investigation. 1.44. INFORMATION AND DESCRIPTIVE LITERATURE —Bidders/Proposer must furnish all information requested in the spaces provided in the Formal Solicitation. Further, as may be specified elsewhere, each Bidder/Proposer must submit for evaluation, cuts; sketches, descriptive literature, technical specifications, and Material Safety Data Sheets (MSDS)as required, covering the products offered. Reference to literature submitted with a previous response or on file with the Buyer will not satisfy this provision. 1.45. INSPECTIONS - The City may, at reasonable times during the term hereof, inspect Contractor's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods and/or services required to be provided by the Contractor under this Contract conform to the terms and conditions of the Formal Solicitation. Contractor shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of the City of Miami Ordinance No. 12271 (Section 18-79), as same may be amended or supplemented from time to time. 1.46. INSPECTION OF RESPONSE - Responses received by the City pursuant to a Formal Solicitation will not be made available until such time as the City provides notice of a decision or intended decision or within 10 days after bid closing, whichever is earlier. Bid/Proposal results will be tabulated and may be furnished upon request via fax or e-mail to the Sr. Procurement Specialist issuing the Solicitation. Tabulations also are available on the City's Web Site following recommendation for award. 1.47. INSURANCE - Within ten (10) days after receipt of Notice of Award, the successful Contractor, shall furnish Evidence of Insurance to the Purchasing Department, if applicable. Submitted evidence of coverage shall demonstrate strict compliance to all requirements listed on the Special Conditions entitled "Insurance Requirements". The City shall be listed as an "Additional Insured." Issuance of a Purchase Order is contingent upon the receipt of proper insurance documents. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this Solicitation the Contractor shall be verbally notified of such deficiency and shall have an additional five (5) calendar days to submit a corrected certificate to the City. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Solicitation within fifteen (15) calendar days after receipt Notice of Award, the contractor shall be in default of the contractual terms and conditions and shall not be awarded the contract. Under such circumstances, the Bidder/Proposer may be prohibited from submitting future responses to the City. Information regarding any insurance requirements shall be directed to the Risk Administrator, Department of Risk Management, at 444 SW 2nd Avenue, 9th Floor, Miami, Florida 33130, 305-416-1604. The Bidder/Proposer shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in effect for the duration of the contractual period; including any and all option terms that may be granted to the Bidder/Proposer. 1.48. INVOICES - Invoices shall contain purchase order number and details of goods and/or services delivered (i.e. quantity, unit price, extended price, etc); and in compliance with Chapter 218 of the Florida Statutes (Prompt Payment Act). 1.49. LOCAL PREFERENCE - City Code Section 18-85, states that the City Commission may offer to a responsible and responsive bidder/proposer, who maintains a Local Office, the opportunity of accepting a bid at the low bid amount, if the original bid amount submitted by the local vendor is not more than ten percent (10%) in excess of the lowest other responsible and responsive bidder/proposer. 1.50. MANUFACTURER'S CERTIFICATION - The City reserves the right to request from bidders/proposers a separate Manufacturer's Certification of all statements made in the bid/proposal. Failure to provide such certification may result in the rejection of bid/proposal or termination of contract/agreement, for which the bidder/proposer must bear full liability. 1.51. MODIFICATIONS OR CHANGES IN PURCHASE ORDERS AND CONTRACTS - No contract or understanding to modify this Formal Solicitation and resultant purchase orders or contracts, if applicable, shall be binding upon the City unless made in writing by the Director of Purchasing of the City of Miami, Florida through the issuance of a change order, addendum, amendment, or supplement to the contract, purchase order or award sheet as appropriate. Page 16 of 36 Request for Proposals (RFP) 251230 1.52. NO PARTNERSHIP OR JOINT VENTURE - Nothing contained in this Contract will be deemed or construed to create a partnership or joint venture between the City'of Miami and Contractor, or to create any other similar relationship between the parties. 1.53. NONCONFORMANCE TO CONTRACT CONDITIONS - Items may be tested for compliance with specifications under the direction of the Florida Department of Agriculture and Consumer Services or by other appropriate testing Laboratories as determined by the City. The data derived from any test for compliance with specifications is public record and open to examination thereto in accordance with Chapter 119, Florida Statutes. Items delivered not conforming to specifications may be rejected and returned at Bidder's/Proposer's expense. These non -conforming items not delivered as per delivery date in the response and/or Purchase Order may result in bidder/proposer being found in default in which event any and all re -procurement costs may be charged against the defaulted contractor. Any violation of these stipulations may also result in the supplier's name being removed from the City of Miami's Supplier's list. 1.54. NONDISCRIMINATION —Bidder/Proposer agrees that it shall not discriminate as to race, sex, color, age, religion, national origin, marital status, or disability in connection with its performance under this formal solicitation. Furthermore, Bidder/Proposer agrees that no otherwise qualified individual shall solely by reason of his/her race, sex, color, age, religion, national origin, marital status or disability be. excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. In connection with the conduct of its business, including performance of services and employment of personnel, Bidder/Proposer shall not discriminate against any person on the basis of race, color, religion, disability, age, sex, marital status or national origin. All persons having appropriate qualifications shall be afforded equal opportunity for employment. 1.55. NON-EXCLUSIVE CONTRACT/ PIGGYBACK PROVISION - At such times as may serve its best interest, the City of Miami reserves the right to advertise for, receive, and award additional contracts for these herein goods and/or services, and to make use of other competitively bid (governmental) contracts, agreements, or other similar sources for the purchase of these goods and/or services as may be available. It is hereby agreed and understood that this formal solicitation does not constitute the exclusive rights of the successful bidder(s)/proposer(s) to receive all orders that may be generated by the City in conjunction with this Formal Solicitation. In addition, any and all commodities, equipment, and services required by the City in conjunction with construction projects are solicited under a distinctly different solicitation process and shall not be purchased under the terms, conditions and awards rendered under this solicitation, unless such purchases are determined to be in the best interest of the City. 1.56. OCCUPATIONAL LICENSE - Any person, firm, corporation or joint venture, with a business location in the City of Miami and is submitting a Response under this Formal Solicitation shall meet the City's Occupational License Tax requirements in accordance with Chapter 31.1, Article I of the City of Miami Charter. Others with a location outside the City of Miami shall meet their local Occupational License Tax requirements. A copy of the license must be submitted with the response; however, the City may at its sole option and in its best interest allow the Bidder/Proposer to supply the license to the City during the evaluation period, but prior to award. 1.57. ONE PROPOSAL - Only one (1) Response from an individual, firm, partnership, corporation or joint venture will be considered in response to this Formal Solicitation. When submitting an alternate response, please refer to the herein condition for "Alternate Responses May Be Considered". 1.58. OWNERSHIP OF DOCUMENTS - It is understood by and between the parties that any documents, records, files, or any other matter whatsoever which is given by the City to the successful Bidder/Proposer pursuant to this formal solicitation shall at all times remain the property of the City and shall not be used by the Bidder/Proposer for any other purposes whatsoever without the written consent of the City. 1.59. PARTIAL INVALIDITY - If any provision of this Contract or the application thereof to any person or circumstance shall to any extent be held invalid, then the remainder of this Contract or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Contract shall be valid and enforced to the fullest extent permitted by law. Page 17 of 36 Request for Proposals (RFP) 251230 1.60. PERFORMANCE/PAYMENT BOND —A Contractor may be required to furnish a Performance/Payment Bond as part of the requirements of this Contract, in an amount equal to one hundred percent (100%) of the contract price. 1.61. PREPARATION OF RESPONSES (HARDCOPY FORMAT) —Bidders/Proposers are expected to examine the specifications, required delivery, drawings, and all special and general conditions. All bid/proposed amounts, if required, shall be either typewritten or entered into the space provided with ink. Failure to do so will be at the Bidder's/Proposer's risk. A. Each Bidder/Proposer shall furnish the information required in the Formal Solicitation. The Bidder/Proposer shall sign the Response and print in ink or type the name of the Bidder/Proposer, address, and telephone number on the face page and on each continuation sheet thereof on which he/she makes an entry, as required. B. If so required, the unit price for each unit offered shall be shown, and such price shall include packaging, handling and shipping, and F.O.B. Miami delivery inside City premises unless otherwise specified. Bidder/Prop'oser shall include in the response all taxes, insurance, social security, workmen's compensation, and any other benefits normally paid by the Bidder/Proposer to its employees. If applicable, a unit price shall be entered in the "Unit Price" column for each item. Based upon estimated quantity, an extendedprice shall be entered in the "Extended Price" column for each item offered. In case of a discrepancy between the unit price and extended price, the unit price will be presumed correct: C. The Bidder/Proposer must state a definite time, if required, in calendar days for delivery of goods and/or services. D. The Bidder/Proposer should retain a copy of all response documents for future reference. E. All responses, as described, must be fully completed and typed or printed in ink and must be signed in ink with the firm's name and by an officer or employee having authority to bind the company or firm by his/her signature. Bids/Proposals having any erasures or corrections must be initialed in ink by person signing the response or the response may be rejected. F. Responses are to remain valid for at least 180 days. Upon award of a contract, the content of the Successful Bidder's/Proposer's response may be included as part of the contract, at the City's discretion. G. The City of Miami's Response Forms shall be used when Bidder/Proposer is submitting its response in hardcopy format. Use of any other forms will result in the rejection of the response. IF SUBMITTING HARDCOPY FORMAT, THE ORIGINAL AND THREE (3) COPIES OF THESE SETS OF FORMS, UNLESS OTHERWISE SPECIFIED, AND ANY REQUIRED ATTACHMENTS MUST BE RETURNED TO THE CITY OR YOUR RESPONSE MAY BE DEEMED NON -RESPONSIVE. 1.62. PRICE ADJUSTMENTS — Any price decrease effectuated during the contract period either by reason of market change or on the part of the contractor to other customers shall be passed on to the City of Miami. 1.63. PRODUCT SUBSTITUTES - In the event a particular awarded and approved manufacturer's product becomes unavailable during the term of the Contract, the Contractor awarded that item may arrange with the City's authorized representative(s) to supply a substitute product at the awarded price or lower, provided that a sample is approved in advance of delivery and that the new product meets or exceeds all quality requirements. 1.64. CONFLICT OF INTEREST, AND UNETHICAL BUSINESS PRACTICE PROHIBITIONS - Contractor represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Contract and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Contract. 1.65. PROMPT PAYMENT —Bidders/Proposers may offer a cash discount for prompt payment; however, discounts shall not be considered in determining the lowest net cost for response evaluation purposes. Bidders/Proposers are required to provide their prompt payment terms in the space provided on the Formal Solicitation. If no prompt payment discount is being offered, the Bidder/Proposer must enter zero (0) for the percentage discount to indicate no discount. If the.Bidder/Proposer fails to enter a percentage, it is understood and agreed that the terms shall be 2% 20 days, effective after receipt of invoice or final Page 18 of 36 Request for Proposals (RFP) 251230 acceptance by the City, whichever is later. When the City is entitled to a cash discount, the period of computation will commence on the date of delivery, or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date final approval for payment is authorized. If a discount is part of the contract, but the invoice does not reflect the existence of a cash discount, the City is entitled to a cash discount with the period commencing on the date it is determined by the City that a cash discount applies. Price discounts off the original prices quoted on the Price Sheet will be accepted from successful bidders/proposers during the term of the contract. 1.66. PROPERTY - Property owned by the City of Miami is the responsibility of the City of Miami. Such property furnished to a Contractor for repair, modification, study, etc., shall remain the property of the City of Miami. Damages to such property occurring while in the possession of the Contractor shall be the responsibility of the Contractor. Damages occurring to such property while in route to the City of Miami shall be the responsibility of the Contractor. In the event that such property is destroyed or declared a total loss, the Contractor shall be responsible for replacement value of the property at the current market value, less depreciation of the property, if any. 1.67. PROVISIONS BINDING - Except as otherwise expressly provided in the resulting Contract, all covenants, conditions and provisions of the resulting Contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. 1.68. PUBLIC ENTITY CRIMES - A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a response on a contract to provide any goods or services to a public entity, may not submit a response on a contract with a public entity for the construction or repair of a public building or public work, may not submit responses on leases of real property to a public entity,. may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 1.69. PUBLIC RECORDS - Contractor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and City of Miami Code, Section 18, Article III, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Contractor's failure or refusal to comply with the provision of this section shall result in the itnmediate cancellation of this Contract by the City. 1.70. QUALITY OF GOODS, MATERIALS, SUPPLIES, PRODUCTS, AND EQUIPMENT - All materials used in the manufacturing or construction of supplies, materials, or equipment covered by this solicitation shall be new. The items bid/proposed must be of the latest make or model, of the best quality, and of the highest grade of workmanship, unless as otherwise specified in this Solicitation. 1.71. QUALITY OF WORK/SERVICES - The work/services performed must be of the highest quality and workmanship. Materials furnished to complete the service shall be new and of the highest quality except as otherwise specified in this Solicitation. 1.72. REMEDIES PRIOR TO AWARD (Sec. 18-106) - If prior to Contract award it is determined that a formal solicitation or proposed award is in violation of law, then the solicitation or proposed award shall be cancelled by the City Commission, the City Manager or the Chief Procurement Officer, as may be applicable, or revised to comply with the law. 1.73. RESOLUTION OF CONTRACT DISPUTES (Sec. 18-105) (a) Authority to resolve Contract disputes. The City Manager, after obtaining the approval of the city attorney, shall have the authority to resolve controversies between the Contractual Party and the city which arise under, or by virtue of, a Contract between them; provided that, in cases involving an amount greater than $25,000, the City Commission must approve the City Manager's decision. Such authority extends, without limitation, to controversies based upon breach of Contract, mistake, misrepresentation or lack of complete performance, and shall be invoked by. a Contractual.Party by submission of a protest to the City Manager. Page 19 of 36 Request for Proposals (RFP) 251230 (b) Contract dispute decisions. If a dispute is not resolved by mutual consent, the City Manager shall promptly render a written report stating the reasons for the action taken by the City Commission or the City Manager which shall be final and conclusive. A copy of the decision shall be immediately provided to the protesting party, along with a notice of such party's right to seek judicial relief, provided that the protesting party shall not be entitled to such judicial relief without first having followed the procedure set forth in this section. 1.74. RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS (Sec. 18-104) (a) Right to protest. The following procedures shall be used for resolution of protested solicitations and awards except for purchases of goods, supplies, equipment, and services, the estimated cost of which does not exceed $25,000. Protests thereon shall be governed by the Administrative Policies and Procedures of Purchasing. 1.Protest of Solicitation. i. Any prospective proposer who perceives itself aggrieved in connection with the solicitation of a Contract may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the Request for Proposals, Request for Qualifications or Request for Letters of Interest is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer; or ii. Any prospective bidder who intends to contest the Solicitation Specifications or a solicitation may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within three days after the solicitation is published in a newspaper of general circulation. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. 2. Protest of Award. i. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the proposer of the notice of the City Manager's recommendation for award of Contract, which will be posted on the City of Miami Purchasing Department website, in the Supplier Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and Recommendation of Award To fields. If "various" is indicated in the Recommendation of Award To field, the Bidder/Proposer must contact the buyer for that solicitation to obtain the suppliers name. It shall be the responsibility of the Bidder/Proposer to check this section of the website daily after responses are submitted to receive the notice; or ii. Any actual Responsive and Responsible Bidder whose Bid is lower than that of the recommended bidder may protest to the Chief Procurement Officer. A written notice of intent to file a protest shall be filed with the Chief Procurement Officer within two days after receipt by the bidder of the notice of the city's determination of non responsiveness or non responsibility. The receipt by bidder of such notice shall be confirmed by the city by facsimile or electronic mail or U.S. mail, return receipt requested. A notice of intent to file a protest is considered filed when received by the Chief Procurement Officer. iii. A written protest based on any of the foregoing must be submitted to the Chief Procurement Officer within five (5) days after the date the notice of protest was filed. A written protest is considered filed when received by the Chief Procurement Officer. The written protest may not challenge the relative weight of the evaluation criteria or the formula for assigning points in making an award determination. The written protest shall state with particularity the specific facts and law upon which the protest of the solicitation or the award is based, and shall include all pertinent documents and evidence and shall be accompanied by the required Filing Fee as provided in subsection (f). This shall foram the basis for review of the written protest and no facts, grounds, documentation or evidence not contained in the protester's submission to the Chief Procurement Officer at the time of filing the protest shall be permitted in the consideration of the written protest. No time will be added to the above limits for service by mail. In computing any period of time prescribed or allowed by this section, the day of the act, event or default from which the designated period of time begins to run shall not be included. -The last day.of the period so computed shall be included unless it is a Saturday, Sunday or legal holiday in which event the period shall run until the end of the next day which is Page 20 of 36 Request for Proposals (RFP) 251230 neither a Saturday, Sunday or legal holiday. Intermediate Saturdays, Sundays and legal holidays shall be excluded in the computation of the time for filing. (b) Authority to resolve protests. The Chief Procurement Officer shall have the authority, subject to the approval of the City Manager and the city attorney, to settle and resolve any written protest. The Chief Procurement Officer shall obtain the requisite approvals and communicate said decision to the protesting party and shall submit said•decision to the City Commission within 30 days after he/she receives the protest. In cases involving more than $25,000, the decision of the Chief Procurement Officer shall be submitted for approval or disapproval thereof to the City Commission after a favorable recommendation by the city attorney and the City Manager. (c) Compliance with filing requirements. Failure of a party to timely file either the notice of intent to file a protest or the written protest, together with the required Filing Fee as provided in subsection (f), with the Chief Procurement Officer within the time provided in subsection (a), above, shall constitute a forfeiture of such parry's right to file a protest pursuant to this section. The protesting party shall not be entitled to seek judicial relief without first having followed the procedure set forth in this section (d) Stay of Procurements during protests. Upon receipt of a written protest filed pursuant to the requirements of this section, the city shall not proceed further with the solicitation or with the award of the Contract until the protest is resolved by the Chief Procurement Officer or the City Commission as provided in subsection (b) above, unless the City Manager makes a written determination that the solicitation process or the Contract award must be continued without delay in order to avoid an immediate and serious danger to the public health, safety or welfare. (e) Costs. All costs accruing from a protest shall be assumed by the protestor. (f) Filing Fee. The written protest must be accompanied by a filing fee in the form of a money order or cashier's check payable to the city in an amount equal to one percent of the amount of the Bid or proposed Contract, or $5000.00, whichever is less, which filing fee shall guarantee the payment of all costs which may be adjudged against the protestor in any administrative or court proceeding. If a protest is upheld by the Chief Procurement Officer and/or the City Commission, as applicable, the filing fee shall be refunded to the protestor less any costs assessed under subsection (e) above. If the protest is denied, the filing fee shall be forfeited to the city in lieu of payment of costs for the administrative proceedings as prescribed by subsection (e) above. 1.75. SAMPLES - Samples of items, when required, must be submitted within the time specified at no expense to the City. If not destroyed by testing, bidder(s)/proposer(s) will be notified to remove samples, at their expense, within 30 days after notification. Failure to remove the samples will result in the samples becoming the property of the City. 1.76. SELLING, TRANSFERRING OR ASSIGNING RESPONSIBILITIES - Contractor shall not sell, assign, transfer or subcontract at any time during the tern of the Contract, or any part of its operations, or assign any portion of the performance required by this contract, except under and by virtue of written permission granted by the City through the proper officials, which may be withheld or conditioned, in the City's sole discretion. 1.77. SERVICE AND WARRANTY —When specified, the bidder/proposer shall define all warranty, service and replacements that will be provided. Bidders/Proposer must explain on the Response to what extent warranty and service facilities are available. A copy of the manufacturer's warranty, if applicable, should be submitted with your response. 1.78. SILENCE OF SPECIFICATIONS - The apparent silence of these specifications and any supplemental specification as to any detail or the omission from it of detailed description concerning any point shall be regarded as meaning that only the best commercial practices are to prevail and that only materials of first quality and correct type, size and design are to be used. All workmanship and services is to be first quality. All interpretations of these specifications shall be made upon the basis of this statement. If your firm has a current contract with the State of Florida, Department of General Services, to supply the items on this solicitation, the bidder/proposer shall quote not more than the contract price; failure to comply with this request will result in disqualification of bid/proposal. 1.79. SUBMISSION AND RECEIPT OF RESPONSES - Responses shall be submitted electronically via Page 21 of 36 Request for Proposals (RFP) 251230 the Oracle System or responses may be submitted in hardcopy format to the City Clerk, City Hall, 3500 Pan American Drive, Miami, Florida 33133-5504, at or before, the specified closing date and time as designated in the IFB, RFP, RFQ, or RFLI. NO EXCEPTIONS. Bidders/Proposers are welcome to attend the solicitation closing; however, no award will be made at.that time. A. Hardcopy responses shall be enclosed in a sealed envelope, box package. The face of the envelope, box or package must show the hour and date specified for receipt of responses, the solicitation number and title, and the name and return address of the Bidder/Proposer. Hardcopy responses not submitted on the requisite Response Forms may be rejected. Hardcopy responses received at any other location than the specified shall be deemed non -responsive. Directions to City Hall: FROM THE NORTH: I-95 SOUTH UNTIL IT TURNS INTO US 1. US 1 SOUTH TO 27TH AVE., TURN LEFT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. FROM THE SOUTH: US1 NORTH TO 27TH AVENUE, TURN RIGHT, PROCEED SOUTH TO SO. BAYSHORE DR. (3RD TRAFFIC LIGHT), TURN LEFT, 1 BLOCK TURN RIGHT ON PAN AMERICAN DR. CITY HALL IS AT THE END OF PAN AMERICAN DR. PARKING IS ON RIGHT. B. Facsimile responses will not be considered. C. Failure to follow these procedures is cause for rejection of bid/proposal. D. The responsibility for obtaining and submitting a response on or before the close date is solely and strictly the responsibility of Bidder/Proposer. The City of Miami is not responsible for delays caused by the United States mail delivery or caused by any other occurrence. Responses received after the solicitation closing date and time will be returned unopened, and will not be considered for award. E. Late responses will be rejected. F. All responses are subject to the conditions specified herein. Those which do not comply with these conditions are subject to rejection. G. Modification of responses already submitted will be considered only if received at the City before the time and date set for closing of solicitation responses. All modifications must be submitted via the Oracle System or in writing. Once a solicitation closes (closed date and/or time expires), the City will not consider any subsequent submission which alters the responses. H. If hardcopy responses are submitted at the same time for different solicitations, each response must be placed in a separate envelope, box, or package and each envelope, box or package must contain the information previously stated in 1.82.A. 1.80. TAXES - The City of Miami is exempt from any taxes imposed by the State and/or Federal Government. Exemption certificates will be provided upon request. Notwithstanding, Bidders/Proposers should be aware of the fact that all materials and supplies which are purchased by the Bidder/Proposer for the completion of the contract is subject to the Florida State Sales Tax in accordance with Section 212.08, Florida Statutes, as amended and all amendments thereto and shall be paid solely by the Bidder/Proposer. 1.81. TERMINATION —The City Manager on behalf of the City of Miami reserves the right to terminate this contract by written notice to the contractor effective the date specified in the notice should any of the following apply: A. The contractor is determined by the City to be in breach of any of the terms and conditions of the contract. B. The City has determined that such termination will be in the best interest of the City to terminate the contract for its own convenience; C. Funds are not available to cover the cost of the goods and/or services. The City's obligation is contingent upon the availability of appropriate funds. 1.82. TERMS OF PAYMENT - Payment will be made by the City after the goods and/or services awarded to a Bidder/Proposer have been received, inspected, and found to comply with award Page 22 of 36 Request for Proposals (RFP) 251230 specifications, free of damage or defect, and properly invoiced. No advance payments of any kind will be made by the City of Miami. Payment shall be made after delivery, within 45 days of receipt of an invoice and authorized inspection and acceptance of the goods/services and pursuant to Section 218.74, Florida Statutes and other applicable law. 1.83. TIMELY DELIVERY - Time will be of the essence for any orders placed as a result of this solicitation. The City reserves the right to cancel such orders, or any part thereof, without obligation, if delivery is not made within the time(s) specified on their Response. Deliveries are to be made during regular City business hours unless otherwise specified in the Special Conditions. 1.84. TITLE - Title to the goods or equipment shall not pass to the City until after the City has accepted the goods/equipment or used the goods, whichever comes first. 1.85.TRADE SECRETS EXECUTION TO PUBLIC RECORDS DISCLOSURE- All Responses submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the Response contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with your firm's name and the Solicitation number and title marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your Response as a "trade secret" you agree to indemnify and hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attorney's fees incurred by the City by reason of any legal action challenging your claim. 1.86. UNAUTHORIZED WORK OR DELIVERY OF GOODS- Neither the qualified Bidder(s)/Proposer(s) nor any of his/her employees shall perform any work or deliver any goods unless a change order or purchase order is issued and received by the Contractor. The qualified Bidder(s)/Proposer(s) shall not be paid for any work performed or goods delivered outside the scope of the contract or any work performed by an employee not otherwise previously authorized. 1.87. USE OF NAME - The City is not engaged in research for advertising, sales promotion, or other publicity purposes. No advertising, sales promotion or other publicity materials containing information obtained from this Solicitation are to be mentioned, or imply the name of the City, without prior express written permission of the City Manager or the City Commission. 1.88. VARIATIONS OF SPECIFICATIONS - For purposes of solicitation evaluation, bidders/proposers must indicate any variances from the solicitation specifications and/or conditions, no matter how slight. If variations are not stated on their Response, it will be assumed that the product fully complies with the City's specifications. Page 23 of 36 Request for Proposals (RFP) 251230 2. Special Conditions 2.1. PURPOSE The purpose of this Solicitation is to establish a contract, for an internet based training system, as specified herein, from a source(s) of supply that will give prompt and efficient service fully compliant with the terms, conditions and stipulations of the solicitation. 2.2. DEADLINE FOR RECEIPT OF REQUEST FOR ADDITIONAL INFORMATION/CLARIFICATION Any questions or clarifications concerning this solicitation shall be submitted by email or facsimile to the Purchasing Department, Attn: Yusbel Gonzalez; fax: (305) 400-5104 or email: ygonzalez@ci.miami.fl.us. The solicitation title and number shall be referenced on all correspondence. All questions must be received no later than Tuesday, November 23, 2010 at 5:00 PM. -All responses to questions will be sent to all prospective bidders/proposers in the form on an addendum. NO QUESTIONS WILL BE RECEIVED VERBALLY OR AFTER SAID DEADLINE. 2.3. TERM OF CONTRACT The proposer(s) qualified to provide the service(s) requested herein (the "Successful Proposer(s)") shall be required to execute a contract ("Contract") with the City, which shall include, but not be limited to, the following terns: (1) The term of the Contract(s) shall be for two (2) years with an option to renew for three (3) additional one (I) year periods. (2) The City shall have the option to extend or terminate the Contract. Continuation of the contract beyond the initial period is a City prerogative; not a right of the bidder/proposer. This prerogative will be exercised only when such continuation is clearly in the best interest of the City. 2.4. CONDITIONS FOR RENEWAL Each renewal of this contract is subject to the following: (1) Continued satisfactory performance compliance with the specifications, terns and conditions established herein. (2) Availability of funds 2.5. NON -APPROPRIATION OF FUNDS In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to Contractor or his assignee of such occurrence, shall have the unqualified right to terminate the contract without any penalty or expense to the City. No guarantee, warranty or representation is made that any particular or any project(s) will be awarded to any firm(s). 2.6. PROPOSER'S MINIMUM QUALIFICATIONS Proposers shall satisfy each of the following requirements cited below. Failure to do so may result in the Proposal being deemed non -responsive. A. Proposals will be considered only from firms that are regularly engaged in the business of providing goods and/or services as described in this Request for Proposal; that have a record of performance for a minimum period of three (3) years; and that have sufficient financial support, equipment and organization to insure that they can satisfactorily provide the goods and/or services if awarded a Contract under the Page 24 of 36 Request for Proposals (RFP) 251230 terms and conditions herein stated. The term "equipment and organization," as used herein shall be construed to mean a fully equipped and well -established facility as determined by the proper authorities of the City. .B. The City reserves the right, before awarding the Contract, to require a Proposer(s) to submit such evidence of his/her qualifications as it may deem necessary and as part of the Evaluation Committee's process, may consider any evidence available to it of the financial, technical, and other qualifications and abilities of a Proposer, including previous experiences of same with the City and performance evaluation for services, in making the award in the best interest of the City. C. Proposer must have successfully installed a minimum of three (3) internet based training systems for municipalities similar in size to the City of Miami within the last three (3) years. D. Proposers shall have no record of pending lawsuits, bankruptcies, or criminal activities and not have any conflicts of interest as defined by applicable law with the City. 2.7. CONTRACT EXECUTION The selected Proposer(s) evaluated and ranked in accordance with the requirements of this Solicitation, shall be awarded an opportunity to negotiate a contract ("Contract") with the City. The City reserves the right to execute or not execute, as applicable a Contract with the selected Proposer(s) that is determined to be most advantageous and in the City's best interest. Such Contract will be furnished by the City, will contain certain terms as are in the City's best interests, and will be subject to approval as to legal form by the City Attorney. 2.8. FAILURE TO PERFORM Should it not be possible to reach the contractor or supervisor and/or should remedial action not be taken within 48 hours of any failure to perform according to specifications, the City reserves the right to declare Contractor in default of the contract or make appropriate reductions in the contract payment. 2.9. INSURANCE REQUIREMENTS INDEMNIFICATION Bidder shall pay on behalf of, indemnify and save City and its officials harmless, from and against any and all claims, liabilities, losses, and causes of action, which may arise out of bidder's performance under the provisions of the contract, including all acts or omissions to act on the part of bidder, including any person performing under this Contract for or on bidder's behalf, provided that any such claims, liabilities, losses and causes of such action are not attributable to the negligence or misconduct of the City and, from and against any orders, judgments or decrees which may be entered and which may result from this Contract, unless attributable to the negligence or misconduct of the City, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim, or the investigation thereof. The bidder shall furnish to City of Miami, c/o Purchasing Department, 444 SW 2nd Avenue, 6th Floor; Miami, Florida 33130, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: (1) Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation (2) Employer's Liability A. Limits of Liability S100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily.injury caused by disease,. policy limit (3) Commercial General Liability: Page 25. of 36 Request for Proposals (RFP) 251230 A. Limits of Liability Bodily Injury and Property Damage Liability - Each Occurrence: $1.000,000 General Aggregate Limit - $2.000,000 Personal and Advertising Injury - $1.000.000 Products/Completed Operations - $1,000.000 B. Endorsements Required: City of Miami included as an Additional insured. Contingent & Contractual Liability Premises and Operations Liability (4) BusinessAutomobile Liability , A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any one accident - $1.000.000 B. Endorsements Required: City of Miami included as an Additional Insured (5) Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim - $1.000.000 General Aggregate Limit - S 1.000.000 Deductible - not to exceed 10% The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. BINDERS ARE UNACCEPTABLE. The insurance coverage required shall include those classifications, as listed in standard liability insurance manuals, which most nearly reflect the operations of the bidder. All insurance policies required above shall be issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The Company must be rated no less than "A" as to management, and no less than "Class V" as to financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. NOTE: CITY BID NUMBER AND/OR TITLE OF BID MUST APPEAR ON EACH CERTIFICATE. Compliance with the foregoing requirements shall not relieve the bidder of his liability and obligation under this section or under any other section of this Agreement. --If insurance certificates are scheduled to expire during the contractual period, the Bidder shall be responsible for submitting new or renewed insurance certificates to the City at a minimum of ten (10) calendar days in advance of such expiration. --In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, the City shall: (1) Suspend the contract until such time as the new or renewed certificates are received by the City in the manner prescribed in the Invitation To Bid. (2) The City may, at its sole discretion, terminate this contract for cause and seek re -procurement damages from the Bidder in conjunction with the General and Special Terms and Conditions of the Bid. The Bidder shall be responsible for assuring that the insurance certificates•required in conjunction with this Section remain in force for the duration of the contractual period; including any and all option terms that • Page 26 of 36 Request for Proposals (RFP) 251230 may be granted to the Bidder. 2.10. CONTRACT ADMINISTRATOR Upon award, contractor shall report and work directly with Ruben Bargueiras Jr., Assistant Fire Chief, who shall be designated as the Contract Administrator. 2.11. SUBCONTRACTOR(S) OR SUBCONSULTANT(S) A Sub -Consultant, herein known as Sub-Contractor(s) is an individual or firm contracted by the Proposer or Proposer's firm to assist in the performance of services required under this Solicitation. A Sub -Contractor shall be paid through Proposer or Proposer's firm and not paid directly by the City. Sub -Contractors are allowed by the City in the performance of the services delineated within this Solicitation. Proposer must clearly reflect in its Proposal the major Sub -Contractors to be utilized in the performance of required services. The City retains the right to accept or reject any Sub -Contractors proposed in the response of Successful Proposer or prior to contract execution. Any and all liabilities regarding the use of a Sub -Contractor shall be borne solely by the Successful Proposer and insurance for each Sub -Contractors must be maintained in good standing and approved by the City throughout the duration of the Contract. Neither Successful Proposer nor any of its Sub -Contractors are considered to be employees or agents of the City. Failure to list all Sub -Contractors and provide the required information may disqualify any proposed Sub -Contractors from performing work under this Solicitation. - Proposers shall include in their Responses the requested Sub -Contractor information and include all relevant information required of the Proposer. In addition, within five (5) working days after the identification of the award to the Successful Proposer, the Successful Proposer shall provide a list • confirming the Sub -Contractors that the Successful Proposer intends to utilize in the Contract, if applicable. The list shall include, at a minimum, the name, location of the place of business for each Sub -Contractor, the services Sub -Contractor will provide relative to any contract that may result from this Solicitation, any applicable licenses, references, ownership, and other information required of Proposer. 2.12. WARRANTY, FITNESS FOR PURPOSE The contractor warrants the materials supplied and the work performed under this contract conform to warranty materials provided and work performed for one (1) year from date of completion. In addition to all other warranties that may be supplied by the bidder, the bidder shall warrant its products and/or service against faulty labor and/or defective material for a minimum period of one (1) year after the date of acceptance of the labor, materials and/or equipment by the City. This warranty requirement shall remain in force for the full one (1) year period; regardless of whether the contractor is under contract with the City at the time of any defect. Any payment by the City on behalf of the goods or services received from the contractor does not constitute a waiver of these warranty provisions. The contractor shall be responsible for promptly correcting any deficiency, at no cost to the City, within five (5) calendar days after the City notifies the contractor of such deficiency in writing. If the contractor fails to honor the warranty and/or fails to correct or replace the defective work or items within the period specified, the City may, at its discretion, notify the contractor, in writing, that the bidder may be debarred as a City bidder/proposer and/or subject to contractual default if the corrections or replacements are not completed to the satisfaction of the City within ten (10) calendar days of receipt of the notice. If the contractor fails to satisfy the warranty within the period specified in the notice, the City may (a) place the contractor in defaults of its contract, and/or (b) procure the products or services from another contractor and charge the contractorr for any additional costs that are incurred by the City for this work or items; either through a credit memorandum or through invoicing. 2.13. COMPLETE PROJECT REQUIRED These specifications describe the various items or classes of work required, enumerating or defining the extent of same necessary, but failure to list any item or classes under scope of the several sections shall not Page 27 of 36 Request for Proposals (RFP) 251230 relieve the contractor from furnishing, installing or performing such work where required by any part of these specifications, or necessary to the satisfactory completion of the project. 2.14. TERMINATION A. FOR DEFAULT If Contractor defaults in its performance under this Contract and does not cure the default within 30 days after written notice of default, the City Manager may terminate this Contract, in whole or in part, upon written notice without penalty to the City of Miami. In such event the Contractor shall be liable for damages including the excess cost of procuring similar supplies or services: provided that if, (1) it is determined for any reason that the Contractor was not in default or (2) the Contractor's failure to perform is without his or his subcontractor's control, fault or negligence, the termination will be deemed to be a termination for the convenience of the City of Miami. B. FOR CONVENIENCE The City Manager may terminate this Contract, in whole or in part, upon 30 days prior written notice when it is in the best interests of the City of Miami. If this Contract is for supplies, products, equipment, or software, and so terminated for the convenience by the City of Miami the Contractor will be compensated in accordance with an agreed upon adjustment of cost. To the extent that this Contract is for services and so terminated, the City of Miami shall be liable only for payment in accordance with the payment provisions of the Contract for those services rendered prior to termination. 2.15. ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included with the solicitation response shall be evaluated or considered, and any and all such additional terms and conditions shall have no force or effect and are inapplicable to this solicitation. If submitted either purposely, through intent or design, or inadvertently, appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the General and Special Conditions in this solicitation are the only conditions applicable to this solicitation and that the bidder's/proposer's authorized signature affixed to the bidder's/proposer's acknowledgment form attests to this. 2.16. PRIMARY CLIENT (FIRST PRIORITY) The successful bidder(s)/proposer(s) agree upon award of this contract that the City of Miami shall be its primary client and shall be serviced first during a schedule conflict arising between this contract and any other contract successful bidder(s)/proposer(s) may have with any other cities and/or counties to perform similar services as a result of any catastrophic events such as tornadoes, hurricanes, severe storms or any other public emergency impacting various areas during or approximately the same time. 2.17. UNAUTHORIZED WORK The Successful Proposer(s) shall not begin work until a Purchase Order is received. 2.18. CHANGES/ALTERATIONS Proposer may change or withdraw a Proposal at any time prior to Proposal submission deadline; however, no oral modifications will be allowed. Written modifications shall not be allowed following the proposal deadline. 2.19. COMPENSATION PROPOSAL Each Proposer shall detail any and all fees and costs to provide the required services as listed herein. Page 28 of 36 Request for Proposals (RFP) 251230 Proposer shall additionally provide a detailed list of all costs to provide all services as detailed in Section III Scope of Services, as proposed. The City reserves the right to add or delete any service, at any time. Should the City determine to add an additional service for which pricing was not previously secured, the City shall seek the Successful Proposer to provide reasonable cost(s) for same. Should the City determine the pricing unreasonable, the City reserves the right to negotiate cost(s) or seek another vendor for the provision of said service(s). Failure to submit compensation proposal as required shall disqualify Proposer from consideration. 2.20. EVALUATION/SELECTION PROCESS AND CONTRACT AWARD The procedure for response evaluation, selection and award is as follows: . (1) Solicitation issued. (2) Receipt of responses (3) Opening and listing of all responses received (4) Purchasing staff will review each submission for compliance with the submission requirements of the Solicitation, including verifying that each submission includes all documents required. (5) An Evaluation Committee, appointed by the City Manager, comprised of appropriate City Staff and members of the community, as deemed necessary, with the appropriate technical expertise and/or knowledge, shall meet to evaluate each response in accordance with the requirements,of this Solicitation and based upon the evaluation criteria as specified herein. (6) The Evaluation Committee reserves the right, in its sole discretion, to request Proposers to make oral presentations before the Committee as part of the evaluation process. The presentation may be scheduled at the convenience of the Evaluation Committee and shall be recorded. (7) The Evaluation Committee reserves the right to rank the Proposals and shall submit its recommendation to the City Manager for acceptance. If the City Manager accepts the Committee's recommendation, the City Manager's recommendation for award of contract will be posted on the City of Miami Purchasing Department website, in the Supplier Corner, Current Solicitations and Notice of Recommendation of Award Section. The notice of the City Manager's recommendation can be found by selecting the details of the solicitation and is listed as Recommendation of Award Posting Date and Recommendation of Award To fields. If "various" is indicated in the Recommendation of Award To field, the Bidder/Proposer must contact the.buyer for that.solicitation to obtain the suppliers name. The City Manager shall make his recommendation to the City Commission requesting the authorization to negotiate and/or execute an agreement with the recommended Proposer(s). No Proposer(s) shall have any rights against the City arising from such negotiations or'tennination thereof. (8) The City Manager reserves the right to reject the Committee's recommendation, and instruct the Committee to re-evaluate and make another recommendation, reject all proposals, or recommend that the City Commission reject all proposals. (9) The City Commission shall consider the City Manager's and Evaluation Committees' recommendation(s) and, if appropriate and required, approve the City Manager's recommendation(s). The City Commission may also reject any or all response. (10) If the City Commission approves the recommendations, the City will enter into negotiations with the selected Proposer(s) for a contract for the required services. Such negotiations may result in contracts, as deemed appropriate by the City Manager. (11) The City Commission shall review and approve the negotiated Contract with the selected Proposer(s). 2.21. ADDITIONAL SERVICES Services not specifically identified in this request may be added to any resultant contract upon successful negotiation and mutual consent of the contracting parties. 2.22. RECORDS Page 29 of 36 Request for Proposals (RFP) 251230 During the contract period, and for a least five (5) subsequent years thereafter, Successful Proposer shall provide City access to all files and records maintained on the City's behalf. 2.23. TRAINING DATA Successful Proposer must retain all training data for as long as the City of Miami is a customer or as required by the State. The data in the tracking/reporting system must be the property of the City of Miami and accessible by the system administrator at any time. 2.24. TRUTH IN NEGOTIATION CERTIFICATE Execution of the resulting agreement by the Successful Proposer shall act as the execution of truth -in -negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of the resulting Agreement are accurate, complete, and current at the time of contracting. • The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which City determines the contract price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year following the end of the Agreement. Page 30 of 36 Request for Proposals (RFP) 251230 3. Specifications 3.1. SPECIFICATIONS/SCOPE OF WORK I. BACKGROUND The City of Miami is seeking a WEB - or Internet -Based Training System to manage all personnel training records for employees of the Department of Fire -Rescue. The system will provide a platform to administer training sessions to one or multiple personnel simultaneously. The system will be able to store, display and provide multiple types of documents referring to training materials, lesson plans, course outlines, tests, score sheets, etc. The system will provide an electronic training record for each member of the department; track and record certifications and certification requirements. The system will provide reports via Microsoft Reporting Services and will have canned and ad -hoc capabilities. The system will allow for a local administrator to deploy, publish, and remove training materials. The projected deployment of this system will be within Fiscal Year 2011. (October I, 2010 — September 30, 2011) The system will include, as a minimum, the following requirements: maintain an electronic training record for each employee; maintain certification requirements for multiple disciplines; provide canned reports that are easily accessed and identifiable; allow for user -created as well as commercially -created training materials (multiple formats: .ppt; .pdf; streaming video; interactive websites, .jpg; .tiff; .eps; etc.) to be administered, deployed or removed by a designated local administrator. The system must be able to monitor, measure, and analyze all paramedic/EMT (Emergency Medical Technician) licenses within the City of Miami. This system would enhance current paper -based programs in place and should be accessible by all supervisors, managers and employees at user -defined levels. The system must be expandable and include various on-line courses covering, but not limited to: EMT/Paramedic training, Hazardous Material Responses, OSHA (Occupational Safety and Health Administration) General Safety, Emergency Vehicle Operations, Driver -Engineer operations, fire apparatus driving safety program, First responder to terrorist incident training and other related courses. System should have the capability to add other courses on an as -needed basis. II. SCOPE OF SERVICES System Functionality Requirements: The system should be able to operate with both an ISP/LAN and dial -up speed internet connection. To avoid security exposures and computer maintenance concerns, the City will prefer training programs that will not require additional plug -ins: However, if plug -ins are needed, the preferred method would be to have the plug -ins loaded remotely. The Successful Proposer should provide the City with a City -specific URL (Uniform Resource Locator) for all City employees to access training. Should there be a need for additional plug -ins, the remote method would be preferred. Employees must be able to sign themselves in with a user name and password (preference will be given to applications that integrate with Active Directory for single logon and access) and a provision must be made for the online company to provide an ongoing administrative assistance for data entry of new students. The system must have capability for adding customized training content and online course material by integrating departmental policies and procedures. The system must have the ability to list course topics that apply to state -required categories. The system must have the ability to track individual student's online activity. The system must have a username/password lookup feature available 24 hours a day, 7 days a week, 365 days a year, via the internet. The system must be able to provide Custom Course Creation, with customized certificates of completion, to include Continuing Education Units provider information. The system must have the ability to store departmental specific documents, files, videos in multiple formats including; but not limited to: Power Point, PDF and streaming videos. The system must have the ability to host, deliver and record a live event. The system must have the ability for administrators to define training requirements for individuals or groups and to automatically notify students of training requirements via email or other internal means of communication. System can integrate with current Active Directory and Microsoft Exchange in order to provide a quick and easy method of communication. Page 31 of 36 Request for Proposals (RFP) 251230 The system must have the ability to create, maintain, and document unlimited client -designed compliance activities, policy reviews, surveys and user -developed training. The system must have the ability to send notification emails to all accounts, which will serve as a reminder and summarize course assignments for the end -user. The system must have the ability to group employees by training need, define specific requirements and track compliance. System Reporting and Tracking Requirements: A printable certificate should be provided at completion of all courses. A "Bookmark" feature must be available that would allow employees he opportunity to end a course at any time and return to the exact training lesson at a later date and time. System must have an administrative level that will provide full access (no need for vendor involvement) to the data base, including but not limited to: password lookup, curriculum assignments, due dates, entering names, running reports, etc. System must have the ability for individuals to access and print reports of their training activities. System must have the ability for administrators to access and print reports of the training activities of individuals, groups, and City department. System must have the ability to track specific training required for ISO (International Organization for Standardization) compliance. System must have the ability to electronically link with the State of Florida to track license requirements. System must have the ability to customize training deadlines, release dates and scores. System must have the ability to import and maintain employee information. System must have the ability to do item analysis of on-line testing results. System must have the ability to have class evaluations conducted on-line and the ability for administrators to retrieve and analyze this data. System must have the ability to schedule and manage rosters for training, meetings and other events. System must be capable of tracking all training administered to a given employee, regardless of source. The system should provide the option to download all training records into an Excel spreadsheet or other formats. Systein's key reports should include, but not be limited to, the following data: employee name, employee assignment, overdue courses, failed courses, number of times a test was taken, total amount of time spent on a course, passing grade and date completed. System should. allow for certifications to be tracked and thresholds to be entered in order to monitor expiration dates and proactively report and notify individuals of upcoming expiration dates. Reports should be automatically generated and subscriptions created to email these reports to designated individuals or groups. System Technical Requirements: The City of Miami utilizes Microsoft Windows and requires that all applications/systems/etc. are compatible with the most current versions of the Windows operating systems at both the work station and server level. The database is required to be Microsoft SQL Server and all reports will be written in Microsoft Reporting Services. • Successful Proposer Requirements: Successful Proposer must have access to National Fire Protection Association (NFPAI material/codes. Successful Proposer will be required to provide online technical support, 24 hours a day, 7 days a week. Additionally, technical support shall be available via the telephone (toll free) during normal business hours, Monday through Friday, 8:00 AM to 5:30 PM and after hours emergency support. Successful Proposers will be required to provide a dedicated account manager that will be responsible for providing support and implementation assistance. Successful Proposers will be required to provide the City ofMiami Department of Fire -Rescue with Page 32 of 36 Request for Proposals (RFP) 251230 assistance in designing custom training curriculums as requested. Successful Proposer will be required to provide initial training for Department of Fire -Rescue personnel on the proper use of the functions and applications, both at the individual and administrator level. Page 33 of 36 Request for Proposals (RFP) 251230 4. Submission Requirements 4:1. SUBMISSION REQUIREMENTS Proposers shall carefully follow the format and instruction outlined below, observing format requirements where indicated. Proposals should contain the information itemized below and in the order indicated. This information should be provided for the Proposer and any sub -consultants to be utilized for the work contemplated by this Solicitation. Proposals submitted which do not include the following items may be deemed non -responsive and may not be considered for contract award. The response to this solicitation shall be presented in the following format. Failure to do so may deem your Proposal non -responsive. ALL RESPONSES SHALL BE SUBMITTED IN HARD COPY FORMAT AND MUST INCLUDE ONE (1) ORIGINAL AND FIVE (5) COPIES. 1. Cover Page The Cover Page -should include the Proposer's name; Contact Person for the RFP; Firm's Liaison for the Contract; Primary Office Location; Local Business Address, if applicable; Business Phone and Fax Numbers, if applicable Email addresses; Title of RFP; RFP Number; Federal Employer Identification Number or Social Security Number. 2. Table of Contents The table of contents should outline, in sequential order, the major sections of the proposal as listed below, including all other relevant documents requested for submission. All pages of the proposal, including the enclosures, should be clearly and consecutively numbered and correspond to the table of contents. 3. Executive Summary A signed and dated summary of not more than three (3) pages containing a comprehensive narrative statement that illustrates its understanding of the requirements of the scope of services stipulated within this RFP. Executive Summary should also briefly address Proposer's Overall Qualifications and Experience, Ability and Capability to Perform Required Services, and Methodology and Overall Approach to Scope of Work, as contained in the submittal. Include the name of the organization, business phone and contact person. Provide a summary of the work to be performed by Proposer. 4. Proposer's Oualifications and Experience a) Describe the Proposer's organizational history and.structaare; years Proposer has been in business providing a similar service(s), and indicate whether the City. has previously awarded any contracts to the Proposer. b) Provide a list of all principals, owners or directors. c) Provide a complete list of clients for which Proposer has provided a similar service as required in this RFP, and that can attest to the operation and management, and/or other relevant experience, of Proposer. This list should include those governmental entities of a similar size and diverse population to the City for whom services have been performed within the past three (3) years. Include the overall value of the contract, and include the address, phone number(s), email address and contact persons within each organization. References are subject to verification by the City and be utilized as part of the evaluation process. d) Provide a list of clients that have, for whatever reason, discontinued to use your services within the past three (3) years, and indicate the reasons for the same. The City reserves the right to contact any reference as part of the evaluation process. 5. Ability and Capability to Perform Required Services a) Describe the overall size of Proposer; overall number of personnel of Proposer; total number of technical/support employee(s) company -wide. b) Provide an organizational chart specifying the personnel assigned to accomplish the work. Provide a personnel roster that identifies each person who will work on this project, and include the following • information for each individual specified, including name, title, and relevant experience. This chart shall illustrate the lines of authority and designate the individual responsible and accountable for the completion of each component and deliverable specified within the RFP. Clearly designate one point of contact for dealings with the City (Project/Account Manager). Page 34 of 36 Request for Proposals (RFP) 251230 c) Provide detailed background and experience in providing an internet-based training system for at least three (3) municipalities similar in size to the City of Miami within the last three (3) years. d) Describe proposer's ability and capability to provide online technical support, telephone support, and after hours emergency support. Additionally, describe proposer's ability and capability to assist the Department of Fire -Rescue in designing custom training curriculums and providing initial training for department's personnel. 6. Methodology and Overall Approach to Scope of Work Discuss in detail Proposer's Overall Methodology and Approach to the work to be performed as required under Section 3, Specifications. The proposer shall address these key areas in response to this section: System's ability to meet the following reauirements: • Functional Requirements Reporting and Tracking Requirements Technical Requirements. Comprehensive training plan to train all Department of Fire -Rescue personnel involved in the use of the Internet -Based Training System. 7. Cost Proposal Proposer shall provide in their proposal a break down of all costs associated with the purchase of an internet based training system. Cost proposal shall include, amongst other things: annual license and subscription fees, training, startup materials, implementation, configuration and any other additional fees/costs required to meet the requirements listed in Section 3, Specifications, of the RFP solicitation document. S. Trade Secrets Execution to Public Records Disclosure All Proposals submitted to the City are subject to public disclosure pursuant to Chapter 119, Florida Statutes. An exception may be made for "trade secrets." If the Proposal contains information that constitutes a "trade secret", all material that qualifies for exemption from Chapter 119 must be submitted in a separate envelope, clearly identified as "TRADE SECRETS EXCEPTION," with your firm's name and the RFP number marked on the outside. Please be aware that the designation of an item as a trade secret by you may be challenged in court by any person. By your designation of material in your Proposal as a "trade secret" you agree to indemnify and . hold harmless the City for any award to a plaintiff for damages, costs or attorney's fees and for costs and attorney's fees incurred by the city by reason of any legal action challenging your claim. Page 35 of 36 Request for Proposals (RFP) 251230 5. Evaluation Criteria 5.1. EVALUATION CRITERIA Proposals shall be evaluated based upon the following criteria and weight: Proposer's Qualifications and Experience: 50% Ability and Capability to Perform Required Services: 25% Methodology and Overall Approach to Scope of Work: 25% TOTAL: 100% Page 36 of 36 Tit of tarot KENNETH ROBERTSON Chief Procurement Officer CARLOS A. MIGOYA City Manager ADDENDUM NO. 1 RFP No. 251230 November 24, 2010 Request for Proposals (RFP) for Internet -Based Training System TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP, and shall become an integral part of the Contract Documents. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. QI : How many employees are in the Department of Fire and Rescue in Miami? Al: Approximately a total of 700 (Sworn Uniform and Civilian) employees. Q2: Do you need us to provide training for the setup of the system and/or the actual training as well? A2: Pursuant to Section 3, Specifications, under Successful Proposer Requirements (page 32 of the RFP), the following requirement is stated: Successful Proposers will be required to provide the City of Miami Department of Fire - Rescue with assistance in designing custom training curriculums as requested. • Successful Proposer will be required to provide initial training for Department of Fire -Rescue personnel on the proper use of the functions and applications, both at the individual and administrator level. Q3: How many potential learners will access the Training System, i.e. how many employees are there in the Department of Fire -Rescue? A3: There are approximately a total of 700 (Sworn Uniform and Civilian) employees in the Department of Fire - Rescue, which constitute the "potential learners". However, this number may fluctuate throughout the course of the contract due to the hiring of new personnel and others leaving the Department because of retirement or other reasons. Essentially, the system should not be limited by the number of "potential learners". The City prefers that Prospective Proposers offer site licenses (unlimited used) as opposed to seat licensing. Q4: Can you please provide more clarity on "monitor, measure, and analyze all paramedic/EMT Licenses" from -a -process -perspective? A4: The Department of Fire -Rescue needs to track personnel and their training from the time they are hired through retirement. The system should be configurable and allow the Department of Fire -Rescue to insert expiration dates, track (flag) licenses, and receive an automatic notification (report/email, etc.) in advance of the expiration date. This will enable the Department to give advance notification for purposes of re -applying or recertifying in a timely manner. Page 1 Q5: How many courses does the City of Miami currently possess and if courses are to be expanded, will the City create these new courses? A5: The number of courses that the Department of Fire -Rescue currently possesses is unknown at this time. However, upon the Department of Fire -Rescue's request, any courses developed by' the Department must be uploaded to the system for dissemination to the Department's employees. Prospective Proposers are additionally remirided that, as stated in Page 32 of the RFP, Section 3. Specifications, under Successful Proposer Requirements, "Successful Proposers will be required to provide the City of Miami Department of Fire -Rescue with assistance in designing custom training curriculums as requested." Q6: There is a requirement for the database to be SQL. Would you accept a system solution that utilizes an Oracle database with an Oracle database administrator/support services agreement? A6: No, the City will not accept a system solution that utilizes an Oracle database with an Oracle database administrator/support services agreement. Q7: Would you accept a hosted solution where the vendor would manage hardware, software, operating systems, and back-up/restore processes? A7: Yes, as long as the data belongs to the City. The data can never be "sold". Pursuant to Section 2.23, Training Data of the RFP: "Successful Proposer must retain all training data for as long as the City of Miami is a customer or as required by the State. The data in the tracking/reporting system must be the property of the City of Miami and accessible by the system administrator at any time." All software, from inception through the life of the contract, must be in escrow in the event Successful Proposer goes out of business. This will enable the City to rebuild the system at the last level. The escrow must be tested and approved. Q8: is it acceptable if our reports are exportable into a format that can be manually uploaded into Microsoft Reporting Services? A8: No, the reports need to automatically import or transfer into Microsoft Reporting Services. Q9: Regarding Section 2.9 - insurance Requirements Prospective Proposer is an Internet based business and does not currently carry the coverages required under the Employer's Liability section for bodily injury caused by disease. May Prospective Proposer submit its current policies as they are without having to add these additional coverages? A9: Pursuant to Section 1.47, Insurance Reauirements, the following requirement is stated: Within ten (10) days after receipt of Notice of Award, the successful Contractor, shall furnish Evidence of Insurance to the Purchasing Department, if applicable. Submitted evidence of coverage shall demonstrate strict compliance to all requirements listed on the Special Conditions entitled "Insurance Requirements". The City shall be listed as an `Additional Insured." As stated above, successful Contractor (i.e. Successful Proposer) will not be required to provide Evidence of Insurance (i.e. Certificates of Insurance) to the Purchasing Department until receipt of the Notice of Award. Therefore -Prospective -Proposers -are -not -required -to -submit Certificates -of -Insurance -at the -time -of -proposal submittal. Page 2 ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Sincerely, K nneth Robert on Director/Chief Procurement Officer KR/ yg Cc: RFP File Page 3 ICENNETH ROBERTSON Chief Procurement Officer Eitu "If iztird ADDENDUM NO. 2 RFP No. 251230 December 2, 2010 CARLOS A. MIGOYA City Manager Request for Proposals (RFP) for Internet -Based Training System TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, clarifications, and deletions amend the RFP documents of the above captioned RFP, and shall become an integral part of the Contract Documents. The remaining provisions are now in effect and remain unchanged. Please note the contents herein and reflect same on the documents you have on hand. The "Buyer" for this RFP solicitation has been changed from Terry Byrnes to Yusbel Gonzalez. ALL OTHER TERMS AND CONDITIONS OF THE RFP REMAIN THE SAME. Sincerely, Kenneth Robertson Director/Chief Procurement Officer KR/ yg Cc: RFP File Page 1 EXIIIBIT B Scope of Work ("SOW") — Services and System Including Budoet and Schedule and List of Subcontractors (To be completed and included upon document execution) Following is Proposer's recommended schedule for the implementation of PreventionLink for the Department of Fire -Rescue Phase 1: Information Gathering 2 days • Within 2 days of receipt of a signed contract, Client Services will contact your department with initial information about your training site. Your department will be provided with login information and will have access to assigned training tutorials. Phase 2: Initial Review of Training Tutorials by your department 4-10 days (Varies by Client) • Your department representatives will have time to review tutorials and begin working on a spreadsheet to TargetSafety to upload your roster. Phase 3: Roster Upload 5-7 days (Varies by Complexity of Roster) • Once TargetSafety receives your roster for upload, all users will be entered into your newly created department website. Phase 4: Implementation Phase 5: Follow-up Phase 6: Ongoing Support -3 days l -3 0 days Ongoing • Client Services will contact your department representative to conduct your implementation. This detailed process involves discussing your specific department needs related to Credentials, Records Management, ISO, Custom Tests, and much more. Your Account Manager will answer questions and provide helpful advice about the setup and use of your site; • After the Implementation call, your Account Manager will contact your department representatives a few times via phone and/or email to follow up on the progress, review the site status, and answer any questions and provide helpful advice. • Your Account Manager and the entire Client Services team will be available to your department representatives to answer any questions and provide helpful advice. EXHIBIT C Proposed Proposal dated and any modifications/addenda thereto Targets fety TargetSafety'S Commitment to Excellence TSC's mission statement reads as follows: We are committed to helping our clients minimize their exposure to risk, by delivering technology - based training and risk management solutions that can be quickly implemented and easily accessed at an affordable cost. TABLE OF CONTENTS PAGE SECTION / ITEM 1 Cover Page 2 Table of Contents 3 —5 Executive Summary: - Qualifications Statement - TargetSafety Partnerships 6 - 8 Qualifications and Experience: - Organizational History and Structure - Principals, Owners or Directors - Similar Service Experience Clients Former TargetSafety PreventionLinkTM Platform clients - List of additional TargetSafety Clients g —13 Ability and Capability to Perform Required Services: - Size and Employees Organization Chart - Experience: Similar Municipalities • San Jose Fire Department <• Jacksonville Fire & Rescue Pinellas County Training Group 14 — 25 Methodology and Overall Approach to Scope of Work TargetSafety Ability to Meet Requirements - Implementation Schedule - TargetSafety Course Catalog - Instructor -Inspector CEUs - Certification Statement Certifications 26 Cost Proposal 27 Trade Secrets Execution to Public Records Disclosure RFP #251230 Page 2 of 27 Targets eta EXECUTIVE SUMMARY Thank you for the opportunity to offer a proposal for the City of Miami Internet -Based Training System. Enclosed is the information'requested by the City intended to demonstrate why TargetSafety is uniquely qualified to fill the obligations of this contract. Founded in 1999, TargetSafety is a pioneer and leader in the development of online solutions that simplify and standardize training and risk management. TargetSafety currently provides these services to more than 4,900 public entities and private businesses. Of those organizations, more than 2000 are Fire/EMS departments. We are the only online provider that the National Fire Protection Association (NFPA) has invested in to deliver online safety training to the fire service. Qualifications Statement Since its inception, TargetSafety, ("TSC") sought to provide its clients with compliance oriented and OSHA mandated environmental health and safety resource training. Using the Internet for delivery of this service, TSC made it possible for a variety of organizations to outsource the implementation, management, documentation and administration of these mandated training programs. Quickly, the TargetSafety founders identified fire industry training and compliance needs. That awareness led to a partnership with the NFPA and a new approach to 'continuing education training'. With safety and firefighter education now available on the Internet, TSC's fire department clients have benefited through their ability to offer programs at multiple locations and with minimal loss of firefighter productivity. This training can be completed at a fraction of the cost of managing and delivering ongoing education using conventional methods. Additionally, TargetSafety can meet further needs, i.e. customization, EMS CE's, comprehensive documentation and tactical and management oriented firefighter training. TSC's comprehensive training solution is better than any compliance and refresher -oriented firefighter training available today. In addition to planning, scheduling and implementing firefighter training, each department must document the training process and test results. TSC's PreventionLink PlatformTM provides the "engine" to schedule training, monitor training sessions, and test firefighters for knowledge and retention. Most department trainers are then free to support superiors and firefighters to maintain a safe and effective work environment. TSC's "virtual employee safety file" maintains all data and manages the safety program at the firefighter level to assure the Chief or administrator that the department's training program is compliant with regulations and being implemented department -wide. Our PreventionLinkTM platform currently serves over 100,000 active users with access to TSC's services 24 hours a day / 7 days a week with only 0.1% downtime. TargetSafety tracks training and activities for an additional 105,000 employees that do not have direct access to the city's online services ("offline employees" managed by supervisors, managers, and administrators). In the last 90 days, we have delivered over 500,000 online activities and training courses. As of September 2010, TSC tracked over 139,486 credentials for 42,620 PreventionLinkTM users. TSC boasts a suite of applications specifically intended for Fire/EMS departments. We are industry leaders in the creation of a complete risk management solution, PreventionLinkTM, which enables Fire and EMS organizations to maintain compliance, manage .the documentation of firefighter training, training related tasks, promote safety, reduce losses, stay current with EMS CE hours, and improve communication. The system also offers the ability to create and deliver custom tests, store and display RFP #251230 Page 3 of 27 multiple types of documents, track and benchmark surveys, record station level training and tasks, track ISO requirements, send out policies that will require an online signature when read, and much more. Why we believe TargetSafety is the, best option for. the City.of Miami: TargetSafety is the only provider that can supply ALL of the Miami's course offerings requested in RFP Section 3.1: EMT/Paramedic training, Hazardous Material Responses, OSHA (Occupational Safety and Health Administration) General Safety, Emergency Vehicle Operations, Driver -Engineer operations, fire apparatus driving safety program, and First Responder courses. Additionally, to our knowledge, TSC is the only Internet -Based training provider able to provide First Responder to terrorism incident training. In response to Section 3.1 Specifications / Scope of Work: • Background: TSC's PreventionLinkTM Platform meets the requirements noted in this section with some exceptions'related to Microsoft Reporting Services noted on page 24. • System Functionality Requirements: Our proposal includes TargetSafety's Content Authoring Kit which allows for unlimited Custom Course Creation at no additional cost. TSC's PreventionLinkTM Platform meets all 13 bullet point items included in this section with some .exceptions related to Active Directory and Microsoft Exchange noted on page 24. • System Reporting & Tracking Requirements: TargetSafety's PreventionLinkTM Platform meets all 16 bullet point items included in this section with some exceptions related to Microsoft Reporting Services noted on page 24. This includes a set of activities completely designed and customized specifically for tracking and reporting of training for ISO. • System Technical Requirements: As requested, TSC's applications/systems/etc. are completely compatible with the most current version of Windows. We utilize an SQL database. Please refer to the exceptions noted on page.24. • Successful Proposer Requirements: TargetSafety will provide all 5 bullet point services requested in this section by the City of Miami. TargetSafety can provide CE's for EMT's, Instructors and Inspectors — TargetSafety is nationally accredited and approved in the state of Florida for EMS Continuing Education. Additionally, it is important to note TargetSafety has received approvals from the State Fire College in Ocala for continuing education hours for Inspectors and Instructors. We do automated reporting for both EMS and Fire. Fire Advisory Board — TSC has established an advisory board to help oversee content and to review new content and new applications for the fire industry. The Chairman of the advisory board, Chief Alan Brunacini has developed training exclusively for TSC on Boss Behavior, Leadership, and customer service. Diverse Courseware in addition to FF/EMT training, TargetSafety also offers training courses for administration and dispatch. These topics include office safety, office ergonomics, workplace violence stress, risk assessment and much more. TargetSafety also offers an 18-course Emergency Vehicle Operator driver program. We know of no other vendor that offers fire specific courses in these areas. TargetSafety's goal is to offer a one -stop shop for the fire industry with diverse courseware. Hazmat First Responder Operations Refresher (FRO) —TargetSafety offers the Hazmat FRO in an 8-hour, 4 module program. We know of no other online vendor that offers this training with LMS, EMS, HR, and OSHA training courses specific to the fire industry. RFP #251230 Page 4 of 27 TargetSafety Custom Courses — Miami Fire Rescue will have the ability to create department -specific online courses with tests. With any custom course, or existing TargetSafety course, Miami Fire Rescue will have the ability to add policies, protocols and procedures, or other documents directly into the course content. Custom Tests — TargetSafety's Custom Tests is our highly sophisticated, customized application for testing. Miami Fire Rescue will be able to build limitless banks of test questions, create tests, assign them, customize how they are delivered (randomized, # of questions, passing grade, etc) and track their completion. Grading is automated. Shared Network for Training — TargetSafety provides a network online for training among all of its 2,500 fire department clients. Departments are able to share information, policies, procedures, protocols, documents, training presentations, websites and other information, if they choose. TargetSafety Partnerships National Fire Protection Association (NFPA) — In 2002, NFPA invested in TargetSafety to enable the company to deliver online training courses to serve NFPA's Fire Service members. NFPA was instrumental in financing the development of content and advanced applications for the Fire Service and is the Company's largest outside shareholder. Since 2002 the company has benefited from the counsel and direction from the NFPA and today both Bruce Mullen, CFO of the NFPA and George Miller, former CEO of the NFPA serve on the TargetSafety board of directors. International Society of Fire Service Instructors (ISFSI) — Headed up by Eddie Buchanan of Hanover FD, VA, ISFSI is partnered with TSC to review and develop relevant and cutting -edge training content to the fire industry. ISFSI and TSC host "Distance Learning in the Fire Industry," symposiums intended for instructors and anyone else in the fire service interested in e-learning. IAFC Partnership — TargetSafety is a partner of the International Association of Fire Chiefs. TargetSafety has underwritten a 51.5 million grant to the fire service with the_ IAFC to give back to the fire community. TargetSafety also offered free training for events such as the National .Firefighter Safety Stand Down 2006 and 2007, of which 14,000 courses were completed. Chief Alan Brunacini Boss Behavior and Leadership Training Online — TargetSafety is the exclusive provider for all online training authored by Chief Alan Brunacini. For an additional fee; the Brunacini Functional Boss Behaviors training can be made available to all members. With a minimum of 500 users, Chief Brunacini will conduct a live seminar at your department for those users. Thank you again for the opportunity to demonstrate how TargetSafety can help you meet your training and compliance management goals. We look forward to working with you and serving the needs of the City of Miami and Miami Fire Rescue. We hereby certify the enclosed proposal remains valid for 180 days from the point of bid opening. Respectfully submitted on cember 10, 2010, Brute Kaechele, President & CEO TargetSafety.com, Inc. 0 5P Diane Ashe, Account Executive TargetSafety.com, Inc. Direct: (407) 545.2527 Cell: (321) 231-1842 Diane (eta rgetsafety.com RFP#251230 Page 5 of 27 Target -Safety TARGETSAFETY'S QUALIFICATIONS AND EXPERIENCE Founded in 1999, TargetSafety is a privately held, profitable, rapidly growing corporation currently servicing both domestic and international clients with a 93% retention rate. The founders and majority owners of the company are all actively involved in the day-to-day operations of the company. While we currently serve almost 100 entities within the state of Florida, should we be awarded this bid, it will be our first contract with the City of Miami. Principals / Owners : Mr. Bruce Kaechele, President & CEO Mr. Jon Handy, Executive VP of Sales Partial List of Similar Service Experience San Jose Fire Department Overall Contract Value: $55,000 Contact Name: Mike Patterson Address: 255 S. Montgomery St. San Jose, CA 95110 Phone: 408-277-4251 Email: mike.natterson(@sanioseca.gov Atlanta Fire Department Overall Contract Value: $53,500 Contact Name: William Jucks Address:_675 Ponce De Leon Ave. NE Atlanta, GA 30308 Phone: 404-604-9971 Email: wiucks@atlantaga.gov Jacksonville Fire Department Overall Contract Value: $94,000 Contact Name: Greg Roland Address: 117 West Duval Street Jacksonville, FL 32202 Phone: 904.997.4946 Email: broland@coj.net Sarasota County Fire Department Overall Contract Value: $42,000 Contact Name: Kevin Easton, Sarasota Co. Address: 400 N. Beneva Rd Sarasota, FL 11009 Phone: 941-861-2181 Email: Keaston@scgov.net Seminole County Fire Department Overall Contract Value: $45,000 Contact Name: Todd Gaddy, Seminole Co. Fire Address: 150 Bush Blvd., Sanford, FL Phone: 407-665-5175 Email: tgaddy@seminolecountyfl.gov Pinellas County Training Group Overall Contract Value: $90,000 Comprised of 18 departments in Pinellas county. Each department has their own individual site (managed by dept) and an overall enterprise site (managed by two training group chiefs) Contact Name: Guy Keirn, Pinellas Park Fire Contact Name: Tim Riley, Dunedin Fire Address: 11350 43rd St. N, Pinellas Park, FL Address: 1042 Virginia St., Dunedin, FL Phone: 727-541-0712 Phone: 727-298-3091 Email: gkeirn@pinellas-park.com Email: trainingchief@dunedinfl.net RFP#251230 Page 6 of 27 .1-arget-Salety Former TargetSafety Clients TargetSafety is proud of our 93% retention rate. Clients tell us that our high level of customer service, extensive course offerings, multiple applications and thorough reporting features keep them corning back year after year. The following clients, however, did discontinue use of our services within the past three (3) years. 1. Hallandale Beach Fire Rescue, Hallandale Beach, Florida. Hallandale Beach Fire rescue was a TargetSafety client for 2 years. The city's purchasing guidelines mandate vendors be allowed to provide services for a maximum of 2 consecutive years, after which the work must be awarded to a new vendor. Now that our successor has reached the end of their term, Hallandale is in the process of signing a new 2 year agreement with TargeSafety. Contact: Division Chief, EMS Alex Baird 954-457-1481 2. Killeen Fire Department, Killeen, Texas. The Killeen FD, with 200 employees, was awarded a VCOS Grant and received TargetSafety's services at a reduced rate for one year. They reluctantly did not renew due to budget issues when their Grant expired. However, in October 2010 they found funding and are re-signing with TargetSafety. Contact: Lieutenant Randy Pearson 254-501-7876 3, Jacksonville Beach Fire Department, Jacksonville, Florida. Due to budget cuts, the Jacksonville Beach Fire Department Training Officer was forced to cancel the contract with TargetSafety. Before that happened, the city medical director met with the city manager to try to retain TargetSafety services as they realized it would be challenging for to continue to deliver all CEU's and mange the reporting without TargetSafety's PreventionLinkT"' platform. Contact: Training Officer John McDaniel 904-247-6201 RFP #251230 Page 7 of 27 trdrgetSafety Partial list of TargetSafety's 4,9001- clients Jacksonville Fire & Rescue, FL Chief Greg Roland Tel: 904.997.4946 broland@coj.net Users:.1,350 Atlanta Fire Department, GA EMS Coordinator William Jucks Tel: 404-546-4498 wjucks(@atlantaga.Rov Users: 1,001 Cal Fire Riverside, CA Battalion Chief Tony Mecham Tel: 951.486.2889 tony.mecham@fire.ca.gov Users: 1,600 San Jose Fire Department, CA Training Captain Mike Patterson Tel: 408.277.4251 mike.patterson @sanioseca.gov Users: 718 Oakland Fire Department, CA Battalion Chief Jennifer Ray Tel: 510.238.6728 Irav@oaklandnet.com , Users: 556 Detroit Fire Department, MI Orlando Watkins Tel: 313.596.1624 orlandow@dfd.ci.detroit.mi.us Users: 270 San Bernardino County FD, CA Ron Walls Tel: 909.382.5533 rwalls@sbcfire.org Users: 850 San Diego Fire Rescue, CA Battalion Chief Ken Barnes Tel: 619.692.4983 KBarnes@sandiego.gov Users: 1,886 Sacramento Fire Department, CA Kim lannucci Tel: 916.566.6590 kiannucci@sfd.cityofsacramento.org Users: 546 CONFIDENTIAL Sarasota County Fire Department, FL Division Chief —Training Kevin Easton Tel: 941.915.2919 keaston@scgov.net Users: 550 Clark County Fire Department, NV Assistant Fire ChiefJo Ellen Hannom Tel: 702.219.7859 ihannom@co.clark.nv.us Users: 1,300 Fresno Fire Department, CA Training Officer Christine Boozer Tel: 559.621.4299 Christine.Boozer@fresno.gov Users: 407 Seminole County FD, FL Division Chief Todd Gaddy Tel: 407.665.5151 tgaddy@seminolecountyfl.gov Users: 406 Washington, DC Fire & EMS LMS Administrator Chris Zervas Tel: 202-673-2130 chris.zervas@dc.gov Users: 2,200 Brevard County Fire Rescue Marvena Petty Tel: (321) 633-2056 .marvena.petty@brevardcountv.us Users: 500 Polk County Fire Rescue (FL) Training Chief Mike Linkins Tel: (863) 519-7358 mikelinkins@polkfl.com Users: 408 Broward County Emergency Services Training Captain Jim Bishop Tel: (954) 432-8905 fames bishop(@sheriff.org Users: 471 Spokane Fire Department Bob Hanna Tel: (509) 625-7030 bhanna@spokaneffire.org •Users: 321 RFP #251230 Page 8 of 27 Ta'rgetSc fe ABILITY AND CAPABILITY TO PERFORM REQUIRED SERVICES TargetSafety invests heavily in our 50+ employees and our technology. Upon award of the contract to TSC, the City of Miami will begin working with Jenny Cady Fergason, Manager of Client Services. Jenny will work with your team to make sure the PreventionLink platform is configured properly to support your department's specific needs. Jenny and her 8 person department will provide the training your employees require to begin using the system immediately following the implementation process. TargetSafety's Help Desk is available 24/7 to answer your and your employees' questions and ensure that you are maximizing your use of the PreventionLink platform. Whatever your question, you can rely on the Help Desk to show you how to navigate the system and reach your training and compliance goals. Our experienced developers work alongside the Client Services and Sales departments to create a customized solution that looks and feels like a seamless extension of your organization. We can tailor this solution to match your website branding, incorporate your department's content materials and policies in training courses or as stand-alone assignments, create customized reporting options, provide video hosting, and integrate your PreventionLink site with third -party vendors. TargetSafety's 14-person Technical Development Team builds and maintains the core PreventionLinkTM platform, as well as integrating external applications delivered on that platform. The members:of this team are experienced in project management, API development and integration, user interface design and development, Q/A testing, new technology research, database design and coding, web application design and coding, and many other online service development talents. The group specializes in large scale web -based services that are easy -to -use by non -technical users. TargetSafety erg. Chart RFP#251230 Page 9 of 27 TargetSafety personnel who will work directly with the City of Miami: Diane Ashe Account Executive Overall Contact 2 years experience 407-545-2527 Dia ne@targetsafety.com Jenny Cadv Fergason Client Services Manager Main Client Services/ Tech Contact 5 years experience 858-376-1611 Jenny@targetsafety.com Misty Pratt Senior Client Services Account Manager Client Services Support 858-376-1606 3 years experience Misty.@targetsafety.com. Jennifer Antinone Client Services Account Manager Client Services Support 858-376-1614 1 year experience Jennifer@targetsafety.com RFP #251230 Page 10 of 27 v_ Target5a ety Detailed Background and Experience SAN JOSE FIRE DEPARTMENT, CA. "Prior to implementing PreventionLink, we could never get 100°o participation in training, since firefighters would miss sessions due to illness or disability. Now, we can easily identify who has not completed the training and develop an individualized programthat delivers the required training to everyone on the line. We can also create, assign, and track completion of the safety alerts, manipulative exercises, and custom courses we have developed." -Dave Barnett Captain, San Jose Fire Department San Jose has had great success using PreventionLink. In just one quarter, San Jose developed six EMS courses, offered three TargetSafety courses, provided five safety alerts, and created more than eight custom assignments. San Jose estimates they will save $125,000 annually using TargetSafety's PreventionLink platform. A large portion of their savings comes from being able to offer training online. San Jose chose TargetSafety's PreventionLink platform based on our superior customer service and proven success record with other fire departments. San Jose's goal was to move as much of the didactic portion of training as possible to an online platform, reserving out -of -service time for manipulative skills training. San Jose was certain that PreventionLink would help them more efficiently deliver, track, and record required training. Since new skills training is required every time protocols change in their County, San Jose also needed an efficient way to keep up with the county's directives. The Department took advantage of PreventionLink's Custom Activities Manager and Custom Tests applications to deliver training and safety alerts to all of its personnel, thereby maintaining compliance with county requirements as well as state and national mandates. Offering online training also allowed San Jose to keep its firefighters in the field. Over the last year, San Jose has also taken advantage of PreventionLink: - Credentials Manager —to monitor EMT licenses and specific firefighter specialty training - Community Resources - to share Department best practices and training documents with other TargetSafety clients - Advanced Reporting — to submit and track monthly California Fire Fighter Joint Apprenticeship Committee (JAC) forms RFP #251230 Page 11 of 27 g-,,TargetSafetj, JACKSONVILLE FIRE & RESCUE, FL "Perhaps the most valuable benefit of our program is the record -keeping system that tracks all training - automatically. We have also been•impressed with the response from the TargetSafety client services team whenever an issue arises requiring our attention. TargetSafety's unique position as the only web -based training firm partnered with the National Fire Protection Association makes them the only logical choice for a fire service organization. We are proud of the partnership the JFRD has formed with TargetSafety and look forward to a long and mutually rewarding relationship." - Former Captain Nick Tison, Jacksonville Fire & Rescue Jacksonville, FL JFRD's original vendor for on-line EMS training services proved unable to solve many of their problems. In the fall of 2004, JFRD began using TargetSafety's online training and training management system. It quickly became apparent that not all online training vendors are created equal and that EMS continuing education courses are only a small portion of what is possible with an online training solution. TargetSafety provides JFRD with 60 hours of online EMS continuing education as well as fire -specific courses endorsed by the NFPA, as well as human resource topics, OSHA courses, HazMat refresher and Terrorism training all in one package. One of the greatest benefits of TargetSafety over JFRD's previous vendor is a suite of management tools to easily track, manage, assign, document, and keep records -of all training automatically. Furthermore, JFRD can customize each TSC training course by adding specific policies and procedures into each course. Training personnel can also develop custom courses, reducing the amount of lecture time required and allowing more time for additional hands-on training. With TSC, JFRD has been able to maintain a better balance of training. By allowing personnel to complete EMS continuing education training as well as NFPA, OSHA and human resource training online when.and.where they have time around their own unique -schedules, JFRD training personnel can now devote even more time to essential hands-on training tasks. Since implementing TargetSafety's training and training management solutions in November of 2004, JFRD personnel have completed over 62,000 training courses. Additionally JFRD firefighters have been very receptive to TargetSafety's course content and format, rating the courses an average of 4.1 out of 5, a score of 5 equal to outstanding. Significant Cost Savings: TargetSafety allows access to all training courses anytime and personnel can access training from any computer with an Internet connection. Therefore, training can be completed at the station during on - shift downtime or even from home. This has allowed JFRD to train more efficiently and has resulted in significant cost savings. JFRD has reduced the costs associated with travel and overtime as well as the administrative costs related to delivering and documenting traditional training. JFRD has realized a cost of training of less than $4 per training hour, significantly lower than past training methods. While utilizing TargetSafety's services, the city of Jacksonville has experienced a significant and substantial cost savings that has surpassed their expectations. RFP #251230 Page 12 of 27 TargetSa ety PINELLAS COUNTY TRAINING GROUP "The program developed by TargetSafety made the ISO inspection very easy. We were easily able to take the recordkeeping data from PreventionLink and put it into a spreadsheet and that streamlined the process for the whole county. Once ISO saw what we had done, they were very happy. PreventionLink made the entire inspection so much smoother than in the past." - Tim Riley, Training Chief, Dunedin Fire Dept. The Group: There are 18 different municipal and special district fire departments spread across 280 square miles of land that make up Florida's Pinellas County. Each department runs independently, but utilizes the same dispatch system and operating procedures when responding to an excess of 150,000 training system and help personnel meet the needs of more than one million residents and visitors in Pinellas County, 17 of the county's departments joined to form the Pinellas County Training Group. The Challenge: With more than 1,300 personnel spread across the county, tracking and logging training records was a considerable challenge for the Group's departments. In the past, some of the Group's training programs that required numerous steps to record completed training activity. Although the departments were able to produce reports with these systems, the various methods were time consuming, complex and inconsistent. Something needed to be done to simplify the process and put everyone on the same page. "The old system didn't work for what was required for ISO reporting," said Randy Keirn, the district chief for Lealman Fire Department. "With the old system, we'd do training and have to create codes with no rhyme or reason. It just didn't work like we wanted, so we needed to start over." Improved reporting and tracking weren't the training was scheduled annually based on determined needs and requirements. But that method only scratched the surface of the departments' true goals. The departments needed an online format that was easier to operate and would allow personnel to meet training objectives while simultaneously providing service to the community. The Solution: With clear challenges in its training system, the Group turned to TargetSafety's PreventionLink for answers. The initial reason for coming to TargetSafety was the impressive menu of OSHA/safety courses. The addition of supervisor, driver/operator and NFPA 1001-1500 courses immediately enhanced the quality of the departments' training while making better use of their employees' time. But the biggest success TargetSafety helped the Group achieve was vastly superior reporting and tracking ability. TargetSafety's Reports Manager allowed the organization to comply with its scheduled ISO audit in September 2010. The process of completing the Training Section of the ISO report took just one hour and was "seamless," according to Guy Keirn, the training chief for Pinellas Park Fire Department. RFP#251230 Page 13 of 27 gibrgetSafety METHODOLOGY AND OVERALL APPROACH TO SCOPE OF WORK In response to Section 3.1 Specifications / Scope of Work: • Background: TSC's Preventioni inkTM Platform meets the requirements noted in this section with some exceptions related to Microsoft Reporting Services noted on page 24. • System Functionality Requirements: Our proposal includes TargetSafety's Content Authoring Kit which allows for unlimited Custom Course Creation at no additional cost. TSC's PreventionLinkTM Platform meets all 13 bullet point items included in this section with some exceptions related to Active Directory and Microsoft Exchange noted on page 24. • System Reporting & Tracking Requirements: TargetSafety's PreventionLinkTM Platform meets all 16 bullet point items included in this section with some exceptions related to Microsoft Reporting Services noted on page 24. This includes a set of activities completely designed and customized specifically for tracking and reporting of training for ISO. • System Technical Requirements: As requested, TSC's applications/systems/etc. are completely compatible with the most current version of Windows. We utilize an SQL database. Please refer to the exceptions noted on page 24. • Successful Proposer Requirements: TargetSafety will provide all 5 bullet point services requested in this section by the City of Miami. Based upon the criteria noted below, TargetSafety is uniquely qualified as a web based training organization capable of providing such an extensive array of services acceptable for firefighters and other first responders in the state of Florida and the United States. Each of the items below would differentiate TargetSafety from all other online services; however, when viewed as an integrated set of services and training content, we are not aware of any other vendor that can make even a limited number of these claims. TargetSafety has uniquely combined all the aspects listed below to provide a comprehensive and integrated platform for training, overall compliance, documentation and risk management. NFPA Partner In 2002, NFPA made an investment in TargetSafety to enable the company to deliver online training courses to serve NFPA's Fire Service members, NFPA was instrumental in financing the development of content and advanced applications for the Fire Service and is the Company's largest outside shareholder. Since 2002 the company has benefited from the counsel and direction from the NFPA and today both Bruce Mullen, CFO of the NFPA and George Miller, former CEO of the NFPA serve on the TargetSafety board of directors. TargetSafety's Firefighter Series Working with fire department training professionals and the NFPA, we have identified the training courses appropriate for delivery over the Internet to meet the NFPA 1500 awareness level training standards. Additionally, TargetSafety has NFPA 1001 (Firefighter 1 and 2) and NFPA 1021 (Company Officer) training courses. These annual refresher courses are designed for first responders and the NFPA has provided us with content experts to review them. We are not aware of any other online training company today that offers this type and level of customized training content for firefighters and other first responders. RFP#251230 Page 14 of 27 rargetSa fety OSHA Requirements OSHA has identified two requirements to deliver annual, awareness level safety training over the Internet: 1) each employee engaged in training must be able to "ask a safety question" and receive a response from a trained safety professional; and 2) all training content must allow for some elements that are site specific. TargetSafety has met these requirements and works closely with our clients to ensure that safety training content delivered online will meet the spirit and the letter of OSHA regulation. We are not aware of any other online training organization providing firefighter specific training content that meets these specific OSHA requirements while offering such an extensive breadth of training content. ISO Compliance Tracking ISO has several areas that fire departments are rated on for their fire training each year. TargetSafety has a unique set of Custom Activities specifically designed to coordinate with these areas that will allow a fire department to thoroughly track the training in their department with reports customized specifically to ISO requirements. We are not aware of any other online training organization providing Custom Activities that are specific to fire department needs in relation to ISO compliance. EMS Training — State of Florida Approved Emergency Medical Technician - Basic, Emergency Medical Technician - Paramedic training. TargetSafety committed to meet this requirement for its fire service customers using its expertise in web based training. Sixty EMS CE's approved by the State of Florida for recertification and a certification tracker that is specific to each employee. TargetSafety now offers state approved online EMS training. First Responder to Terrorist Incident Training In 2002, TargetSafety and the NFPA introduced a web based training course for first responders responding to a potential terrorist incident. This course was designed in conjunction with professionals from the NFPA, the fire service and US military and it is based upon terrorism training outlined by FEMA. We believe that TargetSafety is the only training organization that offers .this critical firefighter training program over the Internet. Emergency Vehicle and Fire Apparatus Driving Safety Program TargetSafety offers a unique program to assist fire departments to avoid driving accidents and incidents. The online program includes: 1) a management guide to implementing a comprehensive fleet and driving safety program; 2) policy and procedure templates to assist departments in the development of customized standards; 3) compliance task templates to track and monitor compliance with the department's policies, 4) specific training for supervisors of apparatus and emergency vehicle drivers, and; 5) a two-year, 16 training course curriculum designed for drivers of emergency vehicles and fire apparatus. We believe that TargetSafety is the only training organization that offers this comprehensive driving safety program specifically created for fire departments with delivery over the Internet. Interactive Training Courses All TargetSafety courses include multiple 'interactive lessons' to be completed by personnel in order to continue through the course. All TargetSafety courses offer personnel the ability to 'ask a question' of a department training, safety, or EMS professional at any time during the course session. All TargetSafety courses also allow personnel an opportunity to make a suggestion at the end of each course and complete an evaluation of each course. RFP #251230 Page 15 of 27 � - Target. a ety Tiered Management System While TargetSafety offers its clients the ability to assign, monitor and document all TargetSafety and non-TargetSafety training; it also offers the ability to extend management responsibilities and reporting capabilities on a limited level to non -administrative personnel (i.e' shift officers, driver/operators and battalion chiefs). Document Center and Compliance Tracking TargetSafety offers fire departments the ability to upload protocols, policies, procedures, links, power points and other necessary documents to be reviewed by personnel; these can be attached to a training course or be independent resources. By using these features and our reporting tools, each department can post information, create tests and assign and/or keep track of virtually any action (or inaction) within the department (i.e. Driver's License renewals, monthly inspections, annual certifications, TargetSafety training, etc.). TargetSafety is the only online training organization that offers compliance tracking capabilities and a document center as part of an integrated platform with firefighter specific training, HR, HAZMAT, EMT, terrorism, driver, and safety training. Community Resources TargetSafety offers fire departments the ability to easily share information —including training presentations, educational videos, policies, procedures, inspection forms and more —with other TargetSafety clients and community members. Best of all, you can download, modify and assign these documents to your employees in just a few clicks of the mouse. Community members include the nation's leading fire and EMS departments providing you with centralized access to information and best practices you can't find anywhere else. TargetSafety is the only online training organization that offers this valuable shared resource of information. Event Manager TargetSafety offers clients the ability to create, schedule, track, and access reports on events such as: Instructor -led .classroom.training, Online meetings and webinars .(using PreventionLink Web Events), New hire orientations, Recurring department meetings, and more. Event Manager allows easy access to user registration and attendance records and the ability to set up confirmation and reminder emails so that employees never miss a meeting, and employees can easily enroll and view upcoming event details. TargetSafety is the only online training organization that offers this valuable resource as part of the platform. Summary Although training is available to firefighters from many sources, TargetSafety is the only web based organization that offers the Firefighter Series, apparatus and emergency vehicle training for drivers and supervisors, compliance tracking, shared community resources and a customizable document center. No other training organization, either online or instructor -led, offers this complete set of training content and services. There are many additional elements and features of our courseware, our service and our Safety Management System' that we believe are superior to other Internet based training vendors. I look forward to a continued discussion of these features and benefits with you and your team in the near future. In the interim, should you have any questions concerning the information presented above, please do not hesitate to contact Diane Ashe at any time at (407) 545-2527. RFP #251230 Page 16 of 27 t.L.TargetScIffety TargetSafety Client Implementation Schedule Following is our recommended schedule for the implementation of PreventionLink for the City of Miami. Phase 1: Information Gathering - 2 Days • Provide City's graphics to TargetSafety for custom PreventionLink website design, • TargetSafety and City determine applicable job placement categories (i.e. job title, organization, license #, location). • TargetSafety and City determine program administrator(s). • TargetSafety and City determine any/all initial task forms to be created. Phase 2: Design - 2-8 days (Varies with level of customization) • TargetSafety customizes site, courses, tasks and tests as specified by the City of Miami. • TargetSafety makes schedules available to all operators on the initial dates/times of class room training. Phase 3: Test - 2-4 days • TargetSafety and City review site and all levels of customization to the City's level of satisfaction • TargetSafety makes modifications to the site as requested. Phase 4: Installation —1 Day • Virtual installation with TargetSafety; TargetSafety to deliver one day of management training to any administrators of the program (if necessary). Phase 5: Follow-up and Modification — On -going • Conference call or onsite meetings will be held to discuss progress and new applications available. • Meeting schedule TBD by the City to determine the progress & ensure the continued success of the program. IMPLEMENTATION CHECKLIST To streamline the implementation process, TargetSafety reviews the following Implementation Checklist with each new client. This Checklist helps us establish your organizational goals in advance, so that we can exceed your expectations. I Organizational Considerations A. Set-up Organizational Hierarchy Determine categories by which users will be grouped. For each category, consider the following: • Which group(s) will users select? • Can users be in multiple groups? • Are users required to select a group? • Will the category selection appear on the registration page? • Will users be able to view or modify their group without the permission of the administrator? Please see Exhibit A for sample organizational hierarchies RFP #251230 Page 17 of 27 fll'argetSafety B. Assign Administrative Rights Identify who in the organization will be assigned administrative tools. The PreventionL inkTM Administrator will be the key contact person with TargetSafety and will be responsible for assigning supervisor rights to other users. C. Assign Supervisor Rights Identify which employees will be assigned supervisory tools, For each supervisor, consider the following: • What functionality will the supervisor be granted? • Over which user groups will the supervisor have these capabilities? II. Training Tools Customization A. Course Library Selection Determine which courses will be available for Supervisors and Administrators to assign. B. Training Curriculum Development Create training curriculums for each group of users. Considerations should include: • Is the training mandatory or optional? • When should the training be assigned and completed? • What functionality will the supervisor be granted? • Which training courses should be assigned at the time of registration versus at a later date? C. Organizational Policy Inclusion Identify policies and SOPs to applicable training courses. D. Course Duration Determine if course timers should be added to any training courses and the duration of the timer for each course. E. Passing Grade Adjust passing grade to desired level. By default the passing grade is set to 70%. III. Compliance Tools Customization A. Custom Activity Creation Create commonly used custom activities using the PreventionLink Custom Activities Manager. Activities can encompass the following and more: • Inspections • Organizational policy reviews • Tailgate meetings and other in -person trainings IV. Communication Tools Customization A. Enable User Email Alerts Enable/disable monthly email alerts that will automatically be emailed to users the first of each month. B. Assign Administrator Email Alerts Determine which administrators and/or supervisors will receive the following email communications from the PreventionLink system: • Administrator Contact RFP#251230 Page 18 of 27 m rgetSa f ety • Course Evaluations • Safety Questions • Safety Suggestion Box C. Customize Welcome Message Update Welcome Message that will be visible to users on the home page. Determine who will be responsible for updating this message and how often it will be updated. V. Risk Management Tools Customization A. Build Custom Dashboard Analytics If applicable, determine what additional analytical displays will be added to the PreventionLinkTM Dashboard and which administrators/supervisors will view the Dashboard. VI. Program Initiation and Maintenance A. Administrator and Supervisor Training Train appropriate individuals on how to administer the PreventionLink program. B. Program Announcement Determine when, how, and what to communicate to managers, supervisors, and employees regarding each individual's expected participation with the PreventionLink program. C. Define Employee Incentives and/or Requirements Define what level of participation is expected of employees and determine what, if any, incentives will be offered to improve employee participation. D. Utilization Goals Identify program utilization goals for initial 90 days and first 12 months following program launch. E. Continued. Communication Set frequency and type of, communication the organization will maintain with TargetSafety to ensure that the organization is up -to date with the latest improvements to the PreventionLink system. Determine which individuals should receive updates from TargetSafety via the In the Loop email newsletter and other communications Exhibit A: Sample Organizational Hierarchies Setting up a well -planned, organizational hierarchy will streamline the user registration process and make it easier for supervisors to make assignments and create meaningful reports. To give you an idea of how other organizations like yours structure their PreventionLink program, TargetSafety has provided the following sample organizational hierarchy for your reference. Fire Department • Department/Division • Battalion • Station • Shift • Rank • EMS Certification Additional Considerations: Specialty, Driver, Employee ID RFP #251230 Page 19 of 27 7'arget.5a ety A-Lazard.arnm „Advaiced hIAER,AwarEness f f -..,.-17v°',1uoar.c9nInimi. ::',....; ',.......: .' ew'; 1_, -6zrilat-TiariPP7tat' _ &131P Use, . parg,.D..o137-. . uq--- nnedL13,,a.efiariiriiiAE., uid?, :. 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Disclp _ . _7..mra?ye..: _ Ecoho- rug •:.Fre-erhonlAr°Pri‘a'HP'act' • ' ,': lj: ndervngPubile nts- ....: . s no alltSICS .-..,-;,-r R.1.1,...„.:Pse,R;niast)°ire:s usT,Hc.:01;_i;DorisupStm:nrn.rissrsrs •-__AarIcaso..4.0m GA, AE, 1,2.A -, _ : , . ., ------ c-,A AE 18'5 're'aja' '''' .. t TIc:-APEasuaDlriliaabirae s5surnsPentrAwraaressnmesesnfa: SypD .. • -- - BLS iorl-lealthc,are'Providers 'Dnline•Part 1 nta orabOnareW •••,:.:;•••••••• s ."' •••"...• - • • • -Cm.Ciipational Health ' , 1-111/1A111r..1 P.O.SargP.TOte.stive';o:#ment Re.OF.:toryprciebLion:": TP,.1"sk,_ssessmen ' • • , • " For more informaVon, contact us at 877.$4-4,6372 or flrepprcietsaiety.carn • • • • • • • .•• ..• : • :' 5e611.3L.e.E: raurces lc14erinan 1 hat.L-,.. • 10,805 Rancho EterFthiki'Rczad u&e2OD-C,n Cjegp,• CA 82127 ST7.6372 :firs1i.r,ejeieafetj;.'6::;ir. 1vrnw_targetsafety.coml-tii-e RFP #251230 Page 21 of 27 TargetSafety TargetSafety Instructor -Inspector CEUs Title Firesafety Inspector I Special Firesafety Inspector Instructor I Instructor II Instructor III Approval # Credit Hours NFPA 1001 Building Construction x x RN6056 1 NFPA 1001 Firefighting Foams x x x RN6738 1 NFPA 1021 Action Plan Implementation x x x RN6916 1 NFPA 1021 Company -Level Training x x x RN6737 1 NFPA 1021 Community Awareness x x RN6918 1 NFPA 1021 Elements of Supervision and Management x x x x .x RN6735 1 NFPA 1021 Fire and Life Safety Inspections x x RN5281 1 NFPA 1021 Fire Department Communications x x x x x RN6919 1 NFPA 1021 Firefighter Safety and Health x x x x x RN6063 1 NFPA 1021 Government Structure x x x x RN6736 1 NFPA 1021 Incident Response Safety x x x RN6064 1 NFPA 1021 Incident Scene Management x ... x x RN6920. 1 NFPA 1021 Information Management x x x x x RN6921 1 NFPA 1021 Labor Relations x l x x RN6789 1 NFPA 1021 Leadership as a Group Influence x x x x RN6922 1 NFPA 1021 Professional Ethics x x x x x RN6939 1 NFPA 1021 Public Education Programs x RN6774 1 NFPA 1500 Combustible & Flammable Liquids x x • RN6084 1 NFPA 1500 Compressed Gas Safety x RN6085 1 NFPA 1500 Materials Handling, Storage, Use and Disposal x x RN6090 1 Brunacini's Functional Boss Behaviors x x x x x RN6066 3 NFPA 1021 Budgeting (awaiting approval) (applied 6/2010) RFP #251230 Page 22 of 27 TargetSafety Certification Statement Please quote on this form, if applicable, net prices for the item(s) listed. Return signed original and retain a copy for your files. Prices should include all costs, including transportation to destination. The City reserves the right to accept or reject all or any part of this submission. Prices should be firm for a minimum of 120 days following the time set for closing of the submissions In the event of errors in extension of totals, the unit prices shall govern in determining the quoted prices. We (I) certify that we have read your solicitation, completed the necessary documents, and propose to furnish and deliver, F.O.B. DESTINATION, the items or services specified herein. The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations, or debarred or suspended as set in section 18-107 or Ordinance No. 12271. All exceptions to this submission have been documented in the section below (refer to paragraph and section). EXCEPTIONS: 1. Contractor's Standard License Agreement. The online risk management program provided to the City of Miami is proprietary to the contractor and its online applications and training content, hereinafter referred to as the "Licensed Materials", and are owned by the contractor exclusively. The City of Miami ("Licensee") and its employees ("Authorized Users") acknowledge that the ownership, copyright, and title to the Licensed Materials and any trademarks or service marks relating thereto remain with the contractor. Neither Licensee nor its Authorized Users shall have right, title or interest .in the Licensed Materials except as expressly set forth in this Agreement. The contractor hereby grants to Licensee non-exclusive use of the Licensed Materials and the right to provide the Licensed Materials to Authorized Users in accordance with the contractor's Standard License, and the City of Miami hereby agrees to the terms of the TargetSafety's Standard License Agreement incorporated into this agreement which can be viewed at: http://www.preventionlink.com/product/terms-and-conditions. 1. Microsoft Reporting Services. Due to the fact that TargetSafety is a web based provider and houses data in a secured collocation facility, the report interface provides a suite of flexible, ad hoc reporting tools that provide reports in a variety of formats, Which are compatible with Microsoft Office; thus, our reports are not written in Microsoft Reporting Services. 2. TargetSafety provides a password recovery feature which is accessible 24 hours a day, 7 days a week, 365 days a year. Our recovery tool provides a higher level of security than a simple password lookup. 3. Active Directory. TargetSafety has experience with single sign on capabilities. We provide a single sign on solution for a number of our clients. While we are not currently integrated with Active directory, we do provide an API that can support integration with third parties. 4. Microsoft Exchange. TargetSafety's PreventionLinkTM platform provides automatic email notification tools and can fully integrate with Microsoft Outlook email and calendar features running on a Microsoft exchange server. RFP#251230 Page 23 of 27 Tar eta ety We (I) certify that any and all information contained in this submission is true; and we (I) further certify that this submission is made without prior understanding, agreement, or connection with any corporation, firm, or person submitting a submission for the same materials, supplies, equipment, or service, and is in all respects fair and without collusion or fraud. We (I) agree to abide by all terms and conditions of this solicitation and certify that 1 am authorized to sign this submission for the submitter. Please print the following and sign your name: SUPPLIER NAME: TargetSafety, Inc. CORPORATE ADDRESS: 10805 Rancho Bernardo Road, Suite 200; San Diego, CA 92127 FLORIDA ADDRESS: 6656 Franconia Drive, Orlando, FL 32812 CORPORATE PHONE: 858-592-6880 FLORIDA PHONE: 407-545-2527 EMAIL: Diane(targetsafety.com SIGNED BY: Diane Ashe TITLE: Account Executive FAX: 858-487-8762 FAX: 407-251-8191 CELL PHONE: 321-231-1842 DATE: December 9, 2010 FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM SHALL DISQUALIFY THIS BID. RFP #251230 Page 24 of 27 (›,TargetSafety Certifications Legal Name of Firm: TargetSafety, Inc. Entity Type: Corporation Year Established: 1999 Office Location: Corporate Headquarters: 10805 Rancho Bernardo Road, Suite 200; San Diego, CA 92127 Florida Office: 6656 Franconia Dr; Orlando, FL 32812 Occupational License / Business Tax Receipt Number: FEIN 33-0886618 and Florida Business Partner # 3002739 Occupational License/Business Tax Receipt issuing Agency: FEIN: US Department of the Treasury. Florida Business Partner # : Florida Department of Revenue Occupational License/Business Tax Receipt Expiration Date: None Respondent certifies that (s) he has read and understood the provisions of City of Miami Ordinance No. 10032 (Section 18-105 of the City Code) pertaining to the implementation of a "First Source Hiring Agreement.": (Yes or No) YES Do you expect to create new positions in your company in the event your company was awarded a Contract by the City? (Yes or No) NO In -the event. Our answer to question above is yes, how many new positions would you create to perform this work? Not Applicable Please list the title, rate of pay, summary of duties, number of positions, and expected length or duration of all new positions which might be created as a result of this award of a Contract. Not Applicable Will Subcontractor(s) be used? (Yes or No) NO Please list and acknowledge all addendum/addenda received. List the addendum/addenda number and date of receipt (i.e. Addendum No. 1, 7/1/07). If no addendum/addenda was/were issued, please insert N/A. TargetSafety.com Inc. acknowledges receiving Addendum No 1 issued on November 24, 2010. RFP #251230 Page 25 of 27 „Target -Safety COST PROPOSAL Line: 1 Description: Total Cost of an Internet -Based Training System, Pursuant to Section 3, Specifications Pursuant to Section 4, Submission Requirements, subsection 7), titled "Cost Proposal”: Proposer shall provide a break down of all costs associated with the purchase of an Internet based training system. Cost proposal shall include, amongst other things: annual license and subscription fees, training, startup materials, implementation, configuration and any other additional fees/costs required to meet the requirements listed in Section 3, Specifications, of the RFP solicitation document. Category: 92091-00 Unit of Measure: Each Prices include a onetime Implementation fee, one time (unlimited) Content Authoring Kit fee and up to 700 Users Annually, Year 1: Price: 53,7,195 Year 2: Price: $48.300 Year 3: Price: 548,500 Year 4: Price: 852,500 Year 5: Price: 852,500 Additional users at $49 per person/per year Additional users at $69 per person/per year Additional users at $69 per person/per year Additional users at $75 per person/per year Additional users at $75 per person/per year Payment Terms: 2% 10 days or Net 30 days. Detailed Cost Breakdown: 1. One Time Costs: . Implementation: S 1.895. Unlimited Content Authoring Kit: 51,000 2. Annual License Fees Detailed Below: Year one — $49 per person/per year x 700 users = $34,300 Year two - $69 per person/per year x 700 users = $48,300 Year three - $69 per person/per year x 700 users = $48,300 Year four - $75 per person/per year x 700 users = $52,500 Year five - $75 per person/per year x 700 users = $52,500 Subscription Fees: S 0 (Included) Training: S 0 (Included' Startup Materials: $ 0 (Included) Configuration: S 0 (Included) Additional fees/costs required Section 3, Specifications requirements S 0 (Included) Per the included Sole Source Document, TargetSafety is unaware of any other vendor able to positively respond to the full requirements of this RFP. At the request of the City of Miami Fire Department, TargetSafety can provide modified pricing proposals to match the capabilities of vendors offering differing levels of products. RFP #251230 Page 26 of 27 mrgetSafety TRADE SECRETS EXECUTION TO PUBLIC RECORDS DISCLOSURE Not applicable. RFP #251230 Page 27 of 27 EXHIBIT D INSURANCE REQUIREMENTS PROFESSIONAL SERVICES AGREEMENT I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured Employees included as insured Contractual Liability II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation IV. Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit V. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 Deductible- not to exceed 10% The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subjectto review and verification by Risk Management prior to insurance approval. Sample insurance Certificate EXHIBIT E COST PROPOSAL COST PROPOSAL Category: 92091-00 Unit of Measure: Each Prices include a onetime Implementation fee, one time (unlimited) Content Authoring Kit fee and up to 700 Users Annually. Year 1: Year 2: Year 3: Year 4: Year 5: Price: $40.135 Price: $51.240 Price: $51.240 Price: $55.440 Price: $55.440 Add'l fire & civilian users @ $49 pp/py Add'1 fire users @ $69 pp/py / civilian users @ $49 pp/py Add'I fire users @ $69 pp/py / civilian users @ $49 pp/py Add'I fire users @ $75 pp/py / civilian users @ $49 pp/py Add'I fire users @ $ 75 pp/py / civilian users @ $49 pp/py Payment Terms: 2% 10 days or Net 45 days Detailed Cost Breakdown: 1. One Time Costs: Implementation: 5 1,895. Unlimited Content Authoring Kit: 51,000 2. Annual License Fees Detailed Below: Year 1 — $49 pp/py x 700 fire users + $49 pp/py x 60 civilian users = $37,240 Year 2 - $69 pp/py x 700 fire users + $49 pp/py x 60 civilian users = $51,240 Year 3 - $69 pp/py x 700 fire users + $49 pp/py x 60 civilian users = $51,240 Year 4.- $75.pp/py x 700 fire users + $49 pp/py x 60 civilian users = $55,440 Year 5 - $75 pp/py x 700 fire users + $49 pp/py x 60 civilian users = $55,440 Subscription Fees: $ 0 (Included) Training• S 0 (Included) Startup Materials: $ 0 (Included) Configuration: $ 0 (Included) Additional fees/costs required Section 3, Specifications requirements $ 0 (Included) EXHIBIT F: TARGETSAFETY LICENSE AGREEMENT 1. Contractor's Standard License Agreement. The online risk management program provided to the City of Miami is proprietary to the contractor and its online applications and training content, hereinafter referred to as the "Licensed Materials", and are owned by the contractor exclusively. The City of Miami ("Licensee") and its employees ("Authorized Users") acknowledge that the ownership, copyright, and title to the Licensed Materials and any trademarks or service marks relating thereto remain with the contractor. Neither Licensee nor•its Authorized Users shall have right, title or interest in the Licensed Materials except as expressly set forth in this Agreement. The contractor hereby grants to Licensee non-exclusive use of the Licensed Materials and the right to provide the Licensed Materials to Authorized Users in accordance with the contractor's Standard License, and the City of Miami hereby agrees to the terms of the TargetSafety's Standard License Agreement incorporated into this agreement which can be viewed at: http://www.preventionlink.com/product/terms-and-conditions.