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24335
AGREEMENT INFORMATION AGREEMENT NUMBER 24335 NAME/TYPE OF AGREEMENT TALOGY, INC. DESCRIPTION PROFESSIONAL SERVICES AGREEMENT/PROMOTIONAL TESTING SERVICES FOR CHIEF FIRE OFFICER, CAPTAIN & LEUITENANT/MATTER ID: 22-3269 EFFECTIVE DATE April 3, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 4/3/2023 DATE RECEIVED FROM ISSUING DEPT. 4/3/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla EXT. 1906 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Talogy, Inc. IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? I TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? r TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) Agreement YES NO ES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): City is in need of promotional testing services for its Department of Fire -Rescue with Talogy, Inc. COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER PR23084 March 27, 2023 Annie Perez, CPPO 1 15:07:20 ERIs.,etley SIGNATURE: -i- ?.-^-.-, _ RISK MANAGEMENT March 28, 202:; Ann -Marie Sharpe 1 05:48:50 EDT �oos 4.ed e. SIGNATURE: rMU Gov,,vy CITY ATTORNEY matter 22-3269 March 28, 2023 Victoria Mendez 1 12:17:50 Is —.de, SIGNATURE: 7, .sue ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER March 30, 2023 Larry Spring, CPA 1 12 : 52 : 52 EDT SIGNATURE: --9SP" ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS ��,> oaH9,,. Natasha Colebrook -Williams SIGNATURE: DEPUTY CITY MANAGER Nzeribe Ihekwaba, Ph.D., PE SIGNATURE: CITY MANAGER April 1, 2023 Arthur Norieaa V 1 20:58:09 EDT DocuSignetl by SIGNATURE: a. CITY CLERK April 3, 2023 Da116: T SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 IAFI I{SPAT 1 I City of Miami Office of the City Attorney Legal Services Request To: Office of the City Attorney From: Yadissa Calderon Contact Person Assistant Director Title 3/27/2023 Date: Procurement Requesting Client (305) 416-1907 Telephone Legal Service Requested: matter 22-3269 Agreement with Talogy, Inc. - City is in need of promotional testing services for its Department of Fire -Rescue Complete form and forward to the Office of the City Attorney or e-mail to Legal Services. Do not assume that the Office of the City Attorney knows the background of the question and/or issue, such as opinions on the same or similar issues, the existence of relevant memos, correspondence, etc. Please attach to this form and/or e-mail all pertinent information relating to the subject. Once your request has been assigned, an e-mail will be sent to you with the Assigned Attorney's name and the issued matter identification number. All attorneys in the Office of the City Attorney shall fully comply with the Rules Regulating the Florida Bar. For Legal Services requesting an opinion from the Office of the City Attorney: nlssue opinion in writing. Publish opinion after issuance. Authorized by: Annie Perez Date response requested by: BELOW PORTION TO BE COMPLETED BY THE OFFICE OF THE CITY ATTORNEY Assigned Attorney: Date: File No. Approved by: Ultimate Client: Comments: D / R Date: Copy returned to Requesting Client Type: Matrix: Category: Copy to Ultimate Client rev. 04/14/2017 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida AGREEMENT By and Between The City of Miami, Florida And Talogy, Inc. This Agreement ("Agreement") is entered into this 3rd day of April , 2023 by and between the City of Miami, a Florida municipal corporation, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130 (hereinafter referred to as the "City"), and, Talogy, Inc., a foreign for profit corporation authorized to conduct business in Florida (hereinafter referred to as the "Provider"). RECITALS: WHEREAS, the City is in need of promotional testing services (Services) for its Department of Fire -Rescue ("Fire"); and WHEREAS, Section 18-72(b)(1) of the Code of the City of Miami, Florida, as amended (the "City Code"), authorizes the exclusion of the costs of testing or instructional materials and allows for the purchase of said Services without competitive bidding procedures; and WHEREAS, Provider offers said Services and the City wishes to engage Provider for the same; and WHEREAS, the City and the Provider desire to enter into this Agreement under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: 1 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida TERMS: 1. RECITALS AND INCORPORATIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. The Services and Scope of Work are hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The Provider's Compensation is hereby incorporated into and made a part of this Agreement as Exhibit "13". The Provider's Insurance Certificate is hereby incorporated into and made a part of this Agreement as Exhibit "C". The Provider's Corporate Resolution hereby incorporated into and made a part of this Agreement as Exhibit "D". 2. TERM: The Agreement shall become effective on the date on the first page and shall remain in effect for a period of three (3) fiscal years ending on September 30, 2026 (the "Initial Term") or until when those then pending tests are finalized. The City shall have the option to renew this Agreement one- time for an additional three (3) year period beyond the Initial Term or until when those then pending tests are finalized. The City Manager shall have the option to extend or terminate the Agreement for convenience, that is, for any or no cause pursuant to Section 13. 3. SCOPE OF SERVICES: A. Provider agrees to provide the Services as specifically described, and under the special terms and conditions set forth in Exhibit "A" hereto, 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, certificates, authorizations, and expertise required for the performance of the Services, 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 permits, fees, occupational licenses, etc., nor in the performance of any obligations or payment of any monies to the City; (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; (iv) the Services shall be performed in the manner described 2 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida in Exhibit "A"; 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 at all times provide fully qualified, competent and physically capable employees to perform the Services under this Agreement. The City may require Provider to remove any employee the City deems careless, incompetent, insubordinate, or otherwise objectionable and whose continued services under this Agreement are not in the best interest of the City. 4. COMPENSATION: A. The amount of compensation payable by the City to Provider shall be based on the rates and schedules and budgeted amounts described in Exhibit "B" hereto and shall remain consistent with the same throughout the duration of this Agreement. B. Unless otherwise specifically provided in Exhibit "B", payment shall be made in arrears within forty-five (45) days after receipt of the Provider's invoice for services performed. Any such invoice shall be accompanied by sufficient supporting documentation and contain sufficient detail to allow a proper audit of expenditures, should City require one to be performed. Provider shall furnish enough detail to meet the minimum requirements of a Proper Invoice as that term is defined in Section 218.72, Florida Statutes, as may be amended. C. Any additional services that are not included in this Agreement but may be desired by the City to be performed, may be added to the Services by a written amendment, entered into and executed by the City and Provider. Such an amendment shall require compliance with applicable procurement regulations. The City shall not be liable for any and all costs, fees, expenses or charges, including, but not limited to, previously reimbursed costs, fees, expenses or charges, that exceed the amount stated in Section 4(A) herein this Agreement. 3 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida D. Provider agrees and understands that: (i) any and all subcontractors providing Services related to this Agreement shall be paid by 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. E. Neither Provider nor any of its employees nor its subcontractors shall perform any work unless duly authorized by the City Manager or his/her designated representative(s). Provider shall not be paid (i) for any work performed outside the Services set forth in Exhibit "A" for this Agreement or any duly entered and authorized amendment thereto; or (ii) for any work performed by any of Provider's employees or subcontractors not otherwise previously authorized by the City Manager or his/her designated representative. 5. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Provider, its employees, or any subcontractor, or which is otherwise obtained or prepared by Provider solely and exclusively for the City pursuant to or under the terms 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/her 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 permitted 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 as per the terms of this Section 5. 4 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 6. AUDIT AND INSPECTION RIGHTS AND RECORDS RETENTION: A. 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 three (3) 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 three (3) years after final payment is made under this Agreement and all other pending matters are closed. Provider's failure to adhere to, or refusal to comply with, this condition shall result in the immediate cancellation of this Agreement by the City. The audit provisions set forth in Sections 18-99, 18-100, 18-101, 18-102 of the Code of the City of Miami, Florida as same may be amended or supplemented from time to time, are applicable to this Agreement. B. The City may, at reasonable times during the term hereof, inspect the Provider's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement conform to the terms hereof. Provider 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 Sections 18-99, 18-100, 18-101, and 18- 102 of the Code of the City of Miami, Florida as same may be amended or supplemented, from time to time. 7. AWARD OF AGREEMENT: Provider 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 Agreement and that it has not offered to 5 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 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 Agreement. 8. 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. Provider shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if Provider does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the Provider or keep and maintain public records required by the City to perform the Service, if the Provider transfers all public records to the City upon completion of the Agreement, the Provider shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, if the Provider keeps and maintains public records upon completion of the Agreement, the Provider shall meet all applicable requirements for retaining public records, all records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. Notwithstanding the foregoing, Provider shall be permitted to retain any public records that make up part of its work product solely 6 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida as required for archival purposes, as required by law, or to evidence compliance with the terms of the Agreement. C. Should Provider determine to dispute any public access provision required by Florida Statutes, then Provider shall do so in accordance with the provisions of Chapter 119, Florida Statutes, at its own expense and at no cost to the City. IF THE PROVIDER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE PROVIDER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDSAMIAMIGOV.COM, OR REGULAR EMAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. THE PROVIDER MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS AGREEMENT. 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, ethics, funding, lobbying, 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 sub -Providers for any Services related to this Agreement this provision requiring sub -Providers to comply with and observe 7 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 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 and hold harmless the City, its officers, agents, directors, employees, departments, and/or instrumentalities, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, arising out of, resulting from, or in connection with (i) the performance of the services contemplated by this Agreement when the services provided contain professional errors, omission, or negligence on the part of the Provider or its employees, or agents or (ii) the failure of the Provider to conform to statutes, ordinances, legal codes, contract requirements, other regulations of any governmental authority, federal, municipal or state, in connection with the performance of this Agreement. The Provider is not responsible to defend the City in legal actions within the scope of (i) or (ii) above, and shall indemnify the City in the situation where: (a) the test submitted by the Provider under this Agreement is found to be not in compliance with Civil Service Rules, or with federal or state statutes; (b) any services or materials furnished by the Provider under this Agreement is determined to be legally defective; or (c) the Provider is found to have committed professional errors, omissions, or negligence when the claims are adjudicated, and not just alleged. The Provider shall be liable and agrees to pay the City's cost of such defense, inclusive of its attorney's fees, if the circumstances in (a), (b), or (c) above are determined to exist by a court of competent jurisdiction. However, following the results of an investigation where both parties agree, acting reasonably and in good faith, one of the foregoing conditions in subclauses (a), (b) or (c) above is met prior to the alleged claim being adjudicated, Provider's indemnity obligations in this Section shall be enforceable with immediate effect without the requirement for a determination or adjudication by a court of competent jurisdiction. The Provider expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Provider shall in no way limit the 8 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida responsibility to indemnify and hold harmless the City or its officers, agents, directors, employees, departments, and/or instrumentalities as herein provided. These duties will survive the cancellation or expiration of the Agreement. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, and nothing herein shall be interpreted to act as a waiver beyond the limitations set forth in Section 768.28, Florida Statutes. Provider shall require all subcontractor agreements to include a provision that each subcontractor will indemnify and hold harmless the City in substantially the same language as this Section. The Provider agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Provider in which the City participated either through review or concurrence of the Provider's actions. In reviewing and approving, any submissions by the Provider or other acts of the Provider, the City, in no way, assumes or shares any responsibility or liability of the Provider or subcontractors under this Agreement. Ten dollars ($10.00) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Provider. 11. DEFAULT: If Provider fails to comply materially with any term or condition of this Agreement or fails to perform in any material way any of its obligations hereunder and fails to cure such failure 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. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to 9 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Provider while Provider was in default shall be immediately returned to the City. Should Provider be unable or unwilling to commence to perform the Services within the time provided or contemplated herein, then, in addition to the foregoing, Provider shall be liable to the City for all expenses incurred by the City in preparation and negotiation of this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. 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 ($25,000.00), 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 ($26,000.00), 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 (or 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. In no event may the amount of compensation under this Section exceed the total compensation set forth in Section 4 of this Agreement. The adherence to this Section is the condition precedent to the institution of any civil action by the Provider against the City. 10 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 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, and without penalty, at any time, by giving written notice to Provider at least thirty (30) 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 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. The Provider shall have no recourse or remedy against the City for a termination under this subsection except for payment of fees due prior to the effective date of termination. B. The City, by and acting through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, and without penalty, upon the occurrence of an event of a material breach hereunder, and failure to cure the same within thirty (30) days after written notice of default. 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 direct, indirect, consequential, or incidental damages. This Section shall survive the cancellation or expiration of this Agreement. 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 Provider shall add the City of Miami as an additional insured to its commercial general liability, and auto liability policies, and as a named certificate holder on all policies. Provider shall correct any insurance certificates as requested by the City's Director of Risk Management. All such insurance, 11 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 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 Director on Certificates of Insurance indicating such insurance to be in force and effect and any cancelled or non -renewed policy will be replaced with no coverage gap and a current Certificate of Insurance will be provided. Completed Certificates of Insurance shall be filed with the City Risk Management Director prior to the performance of Services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the Certificate of Insurance with the City. B. If, in the judgment of the City, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind, the City Risk Management Director reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Agreement shall be considered terminated on the date that the required change in policy coverage would otherwise take effect. C. Provider understands and agrees that any and all liabilities regarding the use of any of Provider's employees or any of Provider's sub -Providers for Services related to this Agreement shall be borne solely by Provider throughout the term 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 sub -Provider 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. D. 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 12 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida certificates to the City's Risk Management Administrator as soon as coverages are bound with the insurers. 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 terms 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 performance under this Agreement on account of race, color, sex, sexual orientation, 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, sexual orientation, 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: The Provider's services under this Agreement are unique and specialized in nature. 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 Manager, which may be withheld or conditioned, in the City's sole discretion through the City Manager. 13 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 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: Talogy, Inc c/o Steve Tapp, CEO 300 South Burrowes Street State College, PA 16801 TO THE CITY: Arthur Noriega V City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 With a copy to: Victoria Mendez City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 Joseph Zahralban Chief of Fire -Rescue Department 1151 NW 7th Street, 3rd Floor Miami, FL 33136 Annie Perez, CPPO Director of Procurement 444 SW 2nd Avenue, 6th 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 14 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. B. 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. C. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined 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 terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. D. Provider shall comply with all applicable laws, rules, and regulations in the performance of this Agreement, including but not limited to Iicensure, registration, and certifications required by law for the Services contemplated by this Agreement. E. This Agreement constitutes the sole and entire agreement between the parties hereto. 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 Section 2 above, the City Manager shall have the sole authority to extend, amend, or modify this Agreement on behalf of the City. All changes and/or modifications to this Agreement shall be approved in advance and in writing by the Office of the City Attorney as to legal form and correctness and executed in writing by the City and the Provider. F. Title and paragraph headings are for convenient reference and are not a part of this Agreement. G. Nothing contained in this Agreement is in any way intended to be a waiver of the limitation placed upon the Indemnitees' liability as set forth in Chapter 768, Florida Statutes. 15 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against the Indemnitees shall include attorneys fees, investigative costs, pre -suit or adjusting costs, or pre- judgment interest. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns, if any. 20. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide Services to the City as an Independent Provider, and not as 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 subcontractor(s)' use or entry upon City properties shall not in any way change its or their status as an Independent Contractor. The Provider does not have the power or authority to bind the City in any promise, agreement, or representation other than specifically provided for in this Agreement. 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, failure to allocate or appropriate funds, and/or change in applicable laws or regulations, upon thirty (30) days written notice to the Provider. 16 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 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, storm, 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 in writing, within two (2) days of the Force Majeure Event, 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 performance 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, firm, 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 information provided by the City 17 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 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 the City that no individual member of Provider, no employee, and no sub -Provider under this Agreement nor any immediate family member of any of the same is also a city employee or 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 sub -Providers will abide by this prohibition of the City Code. Provider additionally agrees during the term of this Agreement not to serve as a paid expert witness, affiant or otherwise furnish evidence adverse to the City in a Claim brought against the City by any third party. 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 rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 28. COUNTERPARTS AND ELECTRONIC SIGNATURES: This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 18 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 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. ATTEST: "Provider" TALOGY, INC., a foreign profit corporation authorized to conduct business in Florida By: v By: Print Name: Angie Daly Print Name: Stephen Tapp Title: Sr. Executive Assistant Title: Chief Executive Officer (Corporate Seal) (Authorized Corporate Officer) "City" CITY OF MIAMI, ATTEST: a Florida municipal corporation DocuSigned by: By: ,--DocuSignecl by: ,DocuStgnetle. By: argwr rbvi Todd B. Hannon, City (Merle rfliur Noriega, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: ,DocuSigned by By: l o ,-os Pr Victoria Mendez (Matter 22-3269) City Attorney By: Fro& Gowvy Ann -Marie Sharpe Risk Management Director 19 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida EXHIBIT "A" SPECIFICATIONS/SCOPE OF WORK The City is seeking the services of a personnel selection Provider to conduct a job analysis/update, develop and implement a series of customized examination processes with a parallel form for each exercise for each exam administration, for each of the classifications of Chief Fire Officer, Fire Captain and Fire Lieutenant, on behalf of the City's Department of Human Resources ("HR") and the Fire -Rescue Department ("Fire"). During the initial three (3) year term of the Agreement, it is anticipated the Provider shall provide (Le., develop, administer, score and report on) three (3) to four (4) examinations for the classification of Chief Fire Officer, three (3) to four (4) examinations for the classification of Fire Captain, and three (3) to four (4) examinations for the classification of Fire Lieutenant. For the one (1) optional three (3) year renewal of the Agreement if extended by the City, it is anticipated the Provider shall provide three (3) to four (4) examinations for the classification of Chief Fire Officer, three (3) to four (4) examinations for the classification of Fire Captain, and three (3) to four (4) examinations for the classification of Fire Lieutenant. However, it should also be noted that should it be in the City's best interest, and at its sole option, the number of examinations may increase, or decrease accordingly, at any time throughout the term of the Agreement, including the renewal term, based upon the needs of the City at that time. The promotional processes for each classification will consist of a customized examination process, and seniority credit for time -in -grade. The scores that will be used to establish the Eligible Register for these promotional processes will be made up of two components. The first component is a weight of 80% of the overall score from the Provider's examination process; the second component is a weight of 20% of the candidate's seniority points in accordance with Civil Service Rule 6, and if applicable, International Association of Fire Fighters, AFL-CIO, Local 587 (IAFF) Union agreement with the City. The following are approximations for Chief Fire Officer, Fire Lieutenant, and Fire Captain candidates expected to sit and participate, for each examination process and during each of the anticipated total six (6) year Agreement period(s): 40 for Chief Fire Officer, 110 for Fire Captain and 120 for Fire Lieutenant. However, be advised these numbers may be for more depending upon need. However, the actual number of candidates expected to sit and participate in any given examination process may vary such that a hurdle process may be required for some test cycles and not for other test cycles. TESTING PROCEDURE OBJECTIVES: The testing procedure for each classification over the life of the contract shall: 1. Be based on a corresponding job analysis/update for the targeted position. 2. Be directly job -related. 3. Be reasonably perceived as fair and objective by the candidates. 4. Be standardized to ensure comparability of scores across candidates. 5. Be developed with input from staff from Fire and HR. 6. Entail multiple assessment measures. 20 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 7. Meet the Federal "Uniform Guidelines on Employee Selection Procedures" and current professional standards, including, but not limited to, the Society for Industrial and Organizational Psychology "Principles for the Validation and Use of Personnel Selection Procedures", and/or American Educational Research Association/American Psychological Association/National Council on Measurement in Education "Standards for Educational and Psychological Testing". The Consultant must be qualified and experienced in the design and implementation of Fire promotional systems. PROJECT REQUIREMENTS: The Provider shall: 1. Abide by timetables outlined herein over the life of the Agreement and for each classification, with the understanding that timetables outlined herein may be superseded by provisions outlined in the current International Association of Fire Fighters, AFL-CIO, Local 587 (IAFF) Labor Agreement. These timetables are estimates only and subject to change. The City shall provide reasonable written notice of any changes to specified timetable, 2. Conduct initial and legally defensible job-analysis/update according to current professional and legal standards within forty five (45) calendar days after the execution of the Agreement for each of the classifications of Chief Fire Officer, Fire Captain and Fire Lieutenant. 3. Develop written examinations and oral that is appropriate to directly measure the knowledge, skills, abilities, and other characteristics (KSAOs) identified in the job analysis(es) as necessary to perform the job functions within 90 calendar days of the completion of the job analysis(es) for each of the classifications of Chief Fire Officer, Fire Captain and Fire Lieutenant. 4. Develop no less than three (3) examination exercises for each examination and for each classification that are appropriate to directly measure the knowledge, skills-, abilities, and other characteristics (KSAOs) that are identified in the job analysis within ninety (90) calendar days of the completion of the job analysis necessary to perform the job functions for the classifications of Chief Fire Officer, Fire Captain and Fire Lieutenant. The written examinations shall assess the job knowledge of candidates and will be based on the sources identified by the book committee comprised of an equal number of representatives from Fire Management and the Bargaining Unit. Provider will have input from subject matter experts (SME) from Fire not to include final review of exercises. Final review of exercises will be conducted by the Fire Chief or his/her designee. HR will also have input into the development of examination measures and must approve exercises after Fire SME approval. Each examination process must have a preparation manual/study guide published and delivered to HR in electronic format by the test Provider, with sample exercises, at least sixty (60) days prior to the administration of the examination. All exercises must require responses which are recorded by the candidate on paper and/or verbally and/or audio visually to live assessors. Develop a parallel form for each exam exercise for each exam for each classification for each day of testing that exceeds a one (1) day administration period. In addition, develop two (2) extra forms for each and every exercise beyond the number of days of testing that will not be used during the test administration process. For the classification Fire Lieutenant, develop two (2) 21 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida parallel exams for each and every administered written examination with the same number, and type, of questions each of which must be unique (or different) from the first examination. 5. Work with the Fire and HR to develop one (1) book list for each examination and for each classification based upon a current Job Analysis/update, if not already developed. The book lists must be the sole source of examination material for each classification. Each list for each examination and for each classification must be published a minimum of ninety (90) days prior to the administration of the exam. Source materials are to be compared with the job analysis data to ensure that all items, exercises, etc. are drawn from included source materials and are representative of the job content. Parallel exercises must also be developed by the Provider's firm or agency from the booklist. Provide written rationale to the HR Testing and Validation Section for each recommendation as to the number of job knowledge questions generated for each written exam and written rationale for the number of questions per book list source generated for each written exam. 6. Identify percentage of job domain measured by each customized examination process and for each classification (e.g., simulation, role-play) within sixty (60) days prior to the first day of the administration of the exam. identify area(s) of job domain not measured by each examination process and identify appropriate measures for assessing that portion of job domain for the classification. Reviews must be based on the current job analysis/update for the appropriate classification. 7. Prepare and submit for approval to HR all scripts for all appropriate exercises for all appropriate classifications in electronic format at least twenty one (21) calendar days prior to the first examination date. 8. The Project Manager, or the individual as proposed and responsible to work directly with the City on an as -needed basis throughout the life of the Agreement to perform the scope of services and administer the examination(s) identified herein as the Provider, and at least one (1) additional member from the Provider's firm or agency shall be present for all days and exercises of the on -site test administration for each exercise, for each examination process and for each classification. Both the Provider and the one (1) additional member from the Provider's firm or agency shall have a minimum of a master's degree in Industrial and Organizational Psychology or closely related field. The number of staff from the Provider's firm or agency shall be appropriate in a number commensurate with the logistical needs of each situation. The Provider will be In possession of all materials needed during the duration of the test administration of each exercise for each examination for each classification. Location of test sites is the responsibility of the City. City staff approved by HR may be used as proctors for the examination process. The number of City staff approved by HR may be used as proctors for the examination process will vary with a minimum of four (4) City staff members available for each exercise, for each examination process and for each classification. 9. Successfully implement a hurdle examination process for Chief Fire Officer, Fire Captain, and Fire Lieutenant in the event that the number of candidates expected to sit and participate in any given examination within the contracted time frame necessitates a hurdle process. 22 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 10. Provider's firm or agency, under the direct supervision of the Provider, shall support the appeal process in place for all written examinations by conducting a thorough review of all appeals submitted during the appeal process and by providing a written report to the Supervisor of the Testing Division of HR in a confidential manner within fifteen (15) calendar days after the last day of the written appeal process. The written "Recommendations Report" shall include, but not be limited to, the following for all appealed questions: the original item, source(s), keyed answer, a summary of candidate arguments, Psychometric results (proportion selected, overall point-biserial correlations, point-biserial correlations for low- and high-test performers and overall), conclusion and recommendation (e.g., keep as originally keyed, double -key, delete.) 11. Provider's firm or agency, under the direct supervision of the Provider, shall score each examination for each classification and generate descriptive statistics beginning with means and standard deviations. Provider shall analyze the scores from each examination process to determine the extent to which group means differ by ethnicity/race and by gender for each classification, present said analyses to HR for review, and include said analyses in the final report. Analyses to include, but not be limited to adverse impact, validity, and exercise and examination reliability by sub -dimension and overall, item difficulty, item descriptive, and item homogeneity, etc., where applicable. 12. Provider shall ensure that all scoring calculations and results are error free and completed within fourteen (14) calendar days after the last exam administration for an examination process that does not include an appeal or hurdle process. Provider shall ensure that all scoring calculations and results are error free and completed within fourteen (14) calendar days after the final determination of the written exam appeal committee for an examination process that includes an appeals process. Should a hurdle process be required, Provider shall ensure that all final scoring calculations and results are error free and completed within fourteen (14) days after the last exam administration. 13. Data entry and scoring is to be completed by at least two (2) different individuals working independently with results matched for agreement. Any and all discrepancies in data -entry, scoring calculations, and scoring results shall be resolved quickly in a fair and unbiased manner by the Provider who shall have a minimum of a Master's degree in Industrial and Organizational Psychology or. closely related field. 14. Provider shall recommend a cutoff score within fourteen (14) days after the administration of the exam that includes a hurdle process and provide written rationale for each recommendation given including the establishment of the cutoff score. All cutoff scores recommended by the Provider must be based on the results of an appropriate validation study conducted according to professional standards. HR reserves the right to review and approve the recommended cutoff point for each examination process. 15. Provider or Provider's representative shall provide an on -site orientation program for each examination, for each classification to ensure that all candidates receive uniform information for the applicable examination within forty (40) days prior to the administration of the exam. The orientation will include written guidelines and rules that will govern each exam administration of each examination process for each classification and a "Questions and Answers" packet for each exam process for each classification. Each "Questions and Answers" packet must be submitted by the Provider to the HR Testing and Validation Section staff at least thirty (30) days 23 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida prior to each test administration for each classification and will summarize the questions and issues raised at the on -site orientation with acceptable responses to each question. 16. Provider shall contact, screen, select, secure, obtain, train, and ensure the presence of individuals from the Fire community to serve as assessors/role players/raters for each exercise, for each exam for each classification, where applicable, pending approval of the HR Testing and Validation Section. All assessors will be from (a) United States agencies, (b) comparable in size and/or selected demographics (e.g., ethnicity, race, gender) to Fire, (c) outside of the State of Florida, and (d) of the same rank or higher rank as the classification being tested. Every effort must be made by the Provider to ensure that each exam process for each classification has appropriate ethnic/racial and gender representation among assessors used in exercises for each classification. The selection and training of potential assessors/role players/raters and the ethnic/racial and gender background making up the assessor panel must be approved by HR for each classification process a minimum of forty five (45) days prior to each exam administration for each classification. HR reserves the right to require that Provider use separate role players from that of assessors. It is preferred that individuals serve as either an assessor or a role player but not in both capacities. A minimum of three (3) assessors must participate in training and assessment for all exercises with the exception of the Letter or Memo Writing, Simulation, or other HR approved exercise(s) for which a minimum of two (2) assessors must participate in training and assessment. The City reserves the right to require that the Provider contact, screen, select, secure, obtain, train, and ensure the presence of an additional assessor and/or role player and/or rater for each exercise for each exam for each classification to serve as an alternate should a primary assessor and/or role player and/or rater be unable to carry out their duties as an assessor and/or a role player and/or a rater, respectively. Provider will develop and otherwise prepare and administer assessors/role players/raters training materials and administer training for assessors/role players/raters. The Primary Consultant or consultant's representative shall photocopy, duplicate, collate, organize, prepare and otherwise be responsible for all related clerical duties surrounding the preparation of assessor/role player/rater materials for the purpose of training and administration and for additional assessors/role players/raters where proposed and appropriate to the task. The City reserves the right to have representation present from the Department of Human Resources at any and all processes that involve assessors/role players/raters, including but not limited to orientations and/or training sessions and/or selection proceedings and/or assessment processes and/or scoring. The same number of assessors/role players/raters must be used to assess everyone participating in a specific exercise requiring assessors/role players/raters for each classification, respectively and as applicable. Candidates will be scored by the same assessors/role players/raters for each exercise of each exam for each classification. The cost of one alternate assessor and/or rater for each unique exercise and a sufficient number of role players shall be included in the pricing, should the Provider's submission require the use of assessors and/or role players and/or raters. 24 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 17. Provider shall provide candidates, within thirty (30) days after the last exam administered for each classification, with proper feedback to include a written profile of candidate's performance from their examination processes, and a plan for improving performance that shall be developed from candidate score(s) for each exam and for the classifications of Chief Fire Officer, Fire Captain, and Fire Lieutenant. This feedback must be specific to the performance in each exercise and the scoring guidelines for each exercise, in order for the candidates to learn what could have been said/done that would have improved his or her score(s); this will be provided so that candidates can improve on their performance on future examinations. If a hurdle examination process is administered, only those who competed in the entire process (i.e., all exercises) shall receive written feedback. 18. Provider shall provide evidence (e.g., statistics) supporting the content validity and reliability of each exam for each classification in a separate final report to the HR Testing and Validation Section. Actual scores for each candidate including, but not limited to, raw, standardized, and computed, must be provided to the City for each candidate for each exam in each classification within fourteen (14) days following completion of the exam administration. In addition, the Provider shall provide recommendations in the final report for each exam for each classification to assist the City with preparing examination candidates for future processes. This report should include sufficient information to assist the City in developing future training programs for promotional candidates after for each exam for each classification. 19. Provider shall establish the content validity for each examination for each classification by documenting the links between the Job Analysis and examination process and exercises in accordance with the Federal "Uniform Guidelines on Employee Selection Procedures" and current professional standards including, but not limited to, the Society for Industrial and Organizational Psychology "Principles for the Validation and Use of Personnel Selection Procedures", and/or American Educational Research Association/American Psychological Association/National Council on Measurement in Education "Standards for Educational and Psychological Testing". This information shall be included in each final report along with documentation of exam development, administration, scoring for all exams, exercises, components, etc. Submit a camera-ready copy and electronic copy of the final validation report within sixty (60) days after the last day of each examination administration. The final report shall also include a detailed explanation of any and all controls and safeguards used to eliminate rater errors or other biases and ensure accurate analytical interpretation and completeness and all documents provided to candidates and assessors, role players and raters (e.g., test plan, study/prep guide, Questions and Answer Packet, assessor/role player/rater training manuals, assessor/role player/rater rating materials). 20. Provider shall provide three (3) eight (8) hour days of post-test consultation included in proposed fees, as well as maintaining fixed and firm fees throughout the initial term of the Agreement for the Specifications/Scope of Work cited herein, including any additional work as necessary. Provider shall, as part of the Agreement, agree to appear on the City's behalf as an expert witness in the event of any litigation arising from any of the examination processes for each classification. Provider agrees to appear for a total time of three (3) days up to eight (8) hours per day 25 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida without any additional financial costs to the City. Provider shall be responsible for transportation, lodging, and meals. After the three (3) days has been utilized, Provider shall be allowed to charge the City his or her reasonable daily rate at time of Agreement for any additional days for the services relating to litigation and/or appearing as an expert witness; said appearance and resulting costs have to be approved by the City in advance of travel. The Provider shall be responsible for travel time, transportation, lodging and meals during the first three (3) days of post-test consultation. Reasonable travel expenses, a rental car allowance, hotel accommodations, and a meal allowance for appearance(s) arising from litigation shall be paid to the Provider by the City as additional costs upon approval by the City and in accordance with Section 112.061, Florida Statutes, as may be amended. 21. Provider shall propose a fixed and firm lock rate for all exams within the time period of the Agreement. 22. Provider shall furnish all equipment, materials, supervision or supplies necessary for completion of all the Services specified in this scope of work. Failure to possess the necessary materials and equipment in order to satisfactorily perform the Services may result in the default/termination of Agreement and/or postponement of payments and/or postponement of test. Consequently, Provider must develop, validate, and administer, etc. a new examination with all applicable exercises at no cost to the City within an expedient time frame. Should a re - administration occur as a result of default herein, Provider agrees to waive any and all fees related to Item #21 regarding fee charges beyond the three (3) eight (8) hour days of service for expert testimony and/or litigation arising as a result of the reexamination for each classification. 23. All work shall be performed by, or under the direct supervision of,Provider. All associates used on each project are to have a minimum of a master's degree in industrial and Organizational Psychology or closely related field. Work of a clerical nature or involving data - entry shall not require associates with a minimum of a master's degree in Industrial and Organizational Psychology or closely related field. Scoring calculations and results shall be ensured by the Provider who shall have a minimum of a master's degree in Industrial and Organizational Psychology or closely related field. All work performed must conform to the ethical and professional guidelines, principles, and standards outline in the Federal "Uniform Guidelines on Employee Selection Procedures" and current professional standards including, but not limited to, the Society for Industrial and Organizational Psychology "Principles for the Validation and Use of Personnel Selection Procedures", and/or American Educational Research Association/American Psychological Association/National Council on Measurement in Education "Standards for Educational and Psychological Testing". 24. Should any employee of Provider assigned to this project leave the employ of the Provider during the initial and renewal term(s) of the Agreement, as applicable, the City reserves the right to approve, or not approve, that individual's replacement. In addition, the City reserves the right to seek a replacement if the City determines an employee of Provider assigned to this project is not performing in accordance with the terms and conditions of the scope of work/services. 26 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 2.1 PROJECT SCHEDULE The project schedule as identified herein is subject to change by the City throughout the duration of the Agreement, including the renewal. However, the initial three (3) to four (4) examinations for Chief Fire Officer, Fire Captain and Fire Lieutenant during the initial three (3) years of the Agreement are expected to be completed by April 2025, inclusive of an initial two (2) examinations for Chief Fire Officer, Fire Captain and Fire Lieutenant to be completed by December 2023. Project Schedule: Work is anticipated, following successful Agreement execution, to begin immediately for the administration of the initial set of examinations (2020 and 2022 Promotional Examination) for the classifications of Chief Fire Officer, Fire Captain and Fire Lieutenant. Provider must submit a proposed timeline outlining the anticipated services and activities of their services and duration, subject to HR approval within one hundred twenty (120) calendar days of the earliest exam date. Proposed timeline shall include, but is not limited to, treatment of the following areas: details of exam format(s), job analytic task groups by exam component, description of all exams/exercises/components, candidate performance evaluation, test development, KSAOs per task group and per exam component, target ability and knowledge areas by exercise, project schedule, etc. See below a more detailed, approximate timeline for the administration of the examinations for the three (3) classifications. These dates are approximate only, and subject to change. The development, administration and scoring of subsequent examination processes (Le., the second and third promotional examination processes) for the Chief Fire Officer, Fire Captain and Fire Lieutenant classifications is subject to contract renewal by the City at its discretion. 2.2 COST/FEE STRUCTURE Provider shall provide an all-inclusive Total Fee, inclusive all proposed costs, on a per classification basis, for the work as proposed by Provider. Proposed Fee(s) shall be provided which details, for each exam and for each classification, a clear accounting and breakdown of all costs and fees associated with the completion of this project. All costs must be itemized on a per activity basis including job analysis (e.g., information gathering, development of assessment measures, oral board administration, scoring, report development, travel and accommodations, daily rate of compensation for appearance, etc.) including the overall total cost for each to develop and implement a customized examination process for Chief Fire Officer, Fire Captain, and Fire Lieutenant (e.g., materials production, mailing, telephone, other communication costs between the Provider and the City) that is specific to the format proposed for project completion. During the initial three (3) year term of the Agreement and where it is anticipated, the Provider shall provide three (3) to four (4) examinations for the classification of Chief Fire Officer, three (3) to four (4) examinations for the classification of Fire Captain, and three (3) to four (4) examinations for the classification of Fire Lieutenant. The fees proposed by Provider and negotiated with the City shall remain fixed and firm. However, subject to further negotiations with the City, the City may authorize a cost -of -living increase not to exceed five percent (5%) for each set of examination processes for Chief Fire Officer, Fire Captain, and Fire Lieutenant thereafter, during the initial and/or any renewal terms, excluding the initial proposed fees for a job analysis/update for each classification. 27 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida [Project schedule TBD) CHIEF FIRE OFFICER Activity Conduct Job Analysis for Exam #1 Written Exam and Oral Board Development for Exam #1 Administer Exam #1 Establish Eligibility Register #1 Written Exam and Oral Board Development for Exam #2 Administer Exam #2 Establish Eligibility Register #2 Written Exam and Oral Board Development for Exam #3 Administer Exam #3 Establish Eligibility Register #3 Written Exam and Oral Board Development for Exam #4 *Per Article 10 of the IAFF Labor Agreement. Administer Exam #4 Establish Eligibility Register #4 28 Anticipated Date(s) DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida EXHIBIT "B" COMPENSATION A. Fees for Chief Fire Officer Examination Item 1. Job Analysis Cost $19,400.00 includes SME meetings, pane! review, assembling survey, analyzing survey data, and writing job analysis report and exam plan. Assumes virtual interviews and panel session. 2. Written In -Basket Development $30,050.00 Includes test development (two parallel written in -basket exercises, three issues, 8-12 items), SME meeting to review test materials, and cultural bias review. Assumes review of test materials will be conducted via teleconference. 3. Written In -Basket Administration $9,490.00 Includes a camera-ready copy of test materials, preparation of test materials to be administered to candidates, review of each individual copy of test materials, monitor training, two staff persons (at least Masters Level 10 Psychology) for one clay of administration, and necessary Provider travel costs. One panel will be used to assess the Written in -Basket exercise. The panel will be used for five (5) days. The cost for the extra two (2) days over what it will take assessors to evaluate candidates on the oral board exercises is included in the oral board exercise administration cost. 6. Oral Board Exercise Development $21,050.00 Includes development of up to four (4) versions of three (3) oral board exercises (i.e., Incident Command, Group/Citizen Meeting Role -Play, and Subordinate Conference Role -Play), SME meeting to review test materials, and cultural bias review. Assumes review of test materials will be conducted via teleconference. 7. Oral Board Exercises Administration $23,640.001 Includes a camera-ready copy of test materials, preparation of test materials to be administered to candidates, review of each individual copy of test materials, monitor training, two (2) staff persons (at Masters Level or higher in 10 Psychology) for two (2) days of training and three (3) days of administration for oral board exercises and five (5) cave of Written In -Basket assessmen and necessary Provider travel costs. One assessor panel will be used for each oral board exercise assessment and the Written In -Basket assessment. The three (3) oral board exercises will be administered and assessed in three (3) days. 8. Candidate Preparation Manual, Tutorial Sessions, and Question and Answers Packet Preparation After Tutorial Sessions $10,635.00 Includes a camera-ready copy of the preparation guide, onsite tutorial sessions for three (3) days with one staff person (at least Masters Level i0 Psychology), and camera-ready copy of the `Questions and Answers" packet, and necessary Provider travel costs. 9. Score Test & Feedback $12,000.00 Includes scoring of all test components, adding of seniority points, and providing candidate feedback for Written In -Basket and oral board exercises. Scoring is to be completed within fourteen (14) calendar days of receiving the last of the candidate materials. 10. Final Examination Report $12,000.00 ' Assumes assessor training starts the day after the Written In -Basket administration. The cost of onsite staff for training assessors and monitoring assessor Written in -Basket ratings occurs concurrently with oral board assessments and is subsumed under the cost for oral board exercise administration. A single and separate assessor Panel is used for the Written In -Basket and each of the three (3) oral board exercises. 29 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida Item Cost Includes a camera-ready copy of the examination report. Subtotal — Consulting Cost $138,265.00 11. Assessor Costs $53,604.002 Total - Consulting and Assessors Cost $191,869.00 2 Assessor travel expenses will be billed on a direct reimbursement basis (plus a twenty percent (20%) administrative bee to locate and make travel arrangements — the administrative fee is included in the estimate). We expect the estimate to be on the high -end assuming that schedules can be confirmed with the City in time to purchase advance airfare tickets for assessors. Estimate includes provision for one backup assessor and separate role-players for Subordinate Conference Role -Play exercise. If the estimate for assessor travel and accommodation costs exceed actual costs. the City will only be required to compensate Taloov, inc. for actual costs pIus the 20% administrative fee to cover assessor recruitment activities. Assessor costs are based on the following estimated costs: airfare of $650.00, per night at hotel of $400.00, per diem of $65.00, baggage reimbursement of $70.00, and airport transportation of $70.00. It is unlikely that the hotel cost will reach $400.00 per night but nightly hotel rates in Miami are highly seasonally dependent 30 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 1. Summary of Pricing for Two Chief Fire Officer Examinations Examination Cost First Examination $191,869.00 Second Examination $172,469.00 Total $364,338.00 Subject to the Public Records Law of Chapter 119, Florida Statutes, as may be amended from time to time, all services provided and outputs produced (excluding final report text) will remain the intellectual property of Talogy, Inc. Our clients are given a reproduction license to cover the Agreement period and requirements (i.e., number of candidates), but may not make any information available to third parties without written permission from Talogy, Inc. Our cost estimate has been derived using our standard daily consultancy rates and is based upon, a) the scope of work outlined in the proposal and b) the timeline presented. If either the scope of work or timeline is changed, a modified cost proposal may be required. Our daily rates are based upon the volume of work and related cost savings. The cost proposal assumes three (3) days of post-test consultation for each position at no additional charge. Unless otherwise specified, the cost estimate includes consultant travel, accommodations, per diem; communications, mail and economy courier services; and general overhead. The cost proposal assumes Priority Mail or Economy Courier Services, expedited services are available for an additional fee. The cost proposal also assumes three (3) week advance purchase airfares. The cost estimate excludes test facility -related costs (acquisition, booking, rental, furniture, equipment). 31 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida B. Fees for Lieutenant Examination Item 1. Job Analysis Cost $19,400.00 Includes SME meetings, panel review, assembling survey, analyzing survey data, and writing job analysis report and exam plan. Assumes virtual interviews and panel session. 2. Technical Knowledge Test (open book) Development $21,050,00 Includes test development (two (2) seventy (70) question parallel technical knowledge tests), SME meeting to review test materials, and cultural bias review. Assumes review of test materials will be conducted via teleconference. 3. Technical Knowledge Test (open book) Administration $6,290.00 Includes a camera-ready copy of test materials, preparation of test materials to be administered to candidates, review of each individual copy of test materials, monitor training, two (2) staff persons (at least Masters Level 10 Psychology) for one (1) day of administration, and necessary consultant travel costs. Assume the closed -book Technical Knowledge Test is administered on the same day. 4. Technical Knowledge Test (closed book) Development $16,550.00 Includes test development (two (2) fifty five (55) question parallel technical knowledge tests), SME meeting to review test materials, and cultural bias review. Assumes review of test materials will be conducted via teleconference. 5. Technical Knowledge Test (closed book) Administration $6,290.00 Includes a camera-ready copy of test materials, preparation of test materials to be administered to candidates, review of each individual copy of test materials, monitor training, two (2) stab persons (at least Masters Level 10 Psychology) for one(1) day of administration, and necessary consultant travel costs. 6. Candidate Preparation Manual, Tutorial Sessions, and Question and Answers Packet Preparation After Tutorial Sessions $10,635.00 Includes a camera-ready copy of the preparation guide, onsite tutorial sessions for three (3) days with one (1) staff person (at least Masters Level 10 Psychology), a camera-ready copy of the *Questions and Answers" packet, and necessary travel costs. 7. Appeals Review, Score Test & Feedback $10,000.00 Includes test question analyses (pre and post appeals review), appeals review, summary, and recommendations, scoring of all test components, and adding of seniority points. Scoring is to be completed within fourteen (14) calendar days of receiving the last of the candidate materials. 8. Final Examination Report $12,000.00 Includes a camera-ready copy of the examination report. Total - Consulting and Assessors Cost $102,215.00 32 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 1. Summary of Pricing for Two Lieutenant Examinations Examination Cost First Examination $102,215.00 Second Examination $82,815.00 Total $185,030.00 Subject to the Public Records Law of Chapter 119, Florida Statutes, as may be amended from time to time, all services provided and outputs produced (excluding final report text) will remain the intellectual property of Talogy, Inc. Our clients are given a reproduction license to cover the Agreement period and requirements (i.e., number of candidates), but may not make any information available to third parties without written permission from Talogy, Inc. Our cost estimate has been derived using our standard daily consultancy rates and is based upon, a) the scope of work outlined in the proposal and b) the timeline presented. If either the scope of work or timeline is changed, a modified cost proposal may be required. Our daily rates are based upon the volume of work and related cost savings. The cost proposal assumes three (3) days of post-test consultation for each position at no additional charge. Unless otherwise specified, the cost estimate includes consultant travel, accommodations, per diem; communications, mail and economy courier services; and general overhead. The cost proposal assumes Priority Mail or Economy Courier Services, expedited services are available for an additional fee. The cost proposal also assumes three (3) week advance purchase airfares. The cost estimate excludes test facility -related costs (acquisition, booking, rental, furniture, equipment). 33 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida C. Fees for Captain Examination Item 1. Job Analysis Cost $19,400.00 Includes SME meetings, panel review, assembling survey, analyzing survey data, and writing job analysis report and exam plan. Assumes virtual interviews and panel session. 2. Technical Knowledge Test (closed book) Development $15,050.00 Includes test development (two (2) fifty (50) question parallel technical knowledge tests), SME meeting to review test materials, and cultural bias review. Assumes review of test materials will be conducted via teleconference. 3. Technical Knowledge Test (closed book) Administration $4,420.00 Includes a camera-ready copy of test materials, preparation of test materials to be administered to candidates, review of each individual copy of test materials, monitor training, two (2) staff persons (at least Masters Level 10 Psychology) for one (1) day of administration, and necessary consultant travel costs. 4. Technical Knowledge Test (open book) Development $15,050.00 Includes test development (two (2) fifty (50) question parallel technical knowledge tests), SME meeting to review test materials, and cultural bias review. Assumes review of test materials will be conducted via teleconference. 5. Technical Knowledge Test (open book) Administration $4,420.00 Includes a camera-ready copy of test materials, preparation of test materials to be administered to candidates, review of each individual copy of test materials, monitor training, two (2) staff persons (at least Masters Level 10 Psychology) for one (1) day of administration, and necessary consultant travel costs. 6. Oral Board Exercise Development $42,050.00 Includes development of up to nine (9) versions of three (3) oral board exercises (i.e., Incident Command, Group/Citizen Meeting Role -Play, and Subordinate Conference Role -Play), SME meeting to review test materials, and cultural bias review. Assumes review of test materials will be conducted via teleconference. 7. Oral Board Exercises Administration $34,860.003 Includes a camera-ready copy of test materials, preparation of test materials to be administered to candidates, review of each individual copy of test materials, monitor training, two (2) staff persons (at Masters Level or higher in 10 Psychology) for two (2) days of training and eight (8) days of administration for the oral board exercises and necessary consultant travel costs. The three (3) oral board exercises will be administered and assessed in eight (8) days. Note: 1t will be very difficult to recruit oral board assessors for twelve (12) days (two_ (2) travel days. two (2) training days. and eight (8) assessment days). Should the City select thlS Option. Talogv. Inc. cannot guarantee that it will be able to recruit voluntary assessors from other firefighting agencies for this period of time. if it becomes necessary to pay assessor stipends to participate. the cost of those stipends would be an additional fee and are not includedin the current cost Assumes assessor training starts the day after the Technical Knowledge Test administration. A single and separate assessor panel is used for each of the three (3) oral board exercises. 34 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida Item 8. Candidate Preparation Manual, Tutorial Sessions, and Question and Answers Packet Preparation After Tutorial Sessions Cost $10,635.00 Includes a camera-ready copy of the preparation guide, onsite tutorial sessions for three (3) days with one (1) staff person (at least Masters Level 10 Psychology), a camera-ready copy of the 'Questions and Answers' packet and necessary travel costs. 9. Appeals Review, Score Test & Feedback $12,000.00 Includes test question analyses (pre and post -appeals review), appeals review, summary, and recommendations, scoring of all test components, adding of seniority points, and providing candidate feedback for Written In -Basket and oral board exercises. Scoring is to be completed within fourteen (14) calendar days of receiving the last of the candidate materials. 10. Final Examination Report $12,000.00 Includes a camera-ready copy of the examination report. Subtotal — Consulting Cost $169,885.00 11. Assessor Costs $72,666.004 Total - Consulting and Assessors Cost $242,551.00 4 Assessor travel expenses will be billed an a direct reimbursement basis (plus a twenty percent (20%) administrative fee to locate and make travel arrangements — the administrative fee is included in the estimate). We expect the estimate to be an the high -end assuming that schedules can be confirmed with the City in time to purchase advance airfare tickets for assessors. Estimate includes provision for one (1) backup assessor and separate role-players for Subordinate Conference Role -Play exercise. If the estimate for assessor travel and accommodation costs exceed actual costs. the City will only be required to compensate Taloov, Inc. for actual costs plus the twenty percent (20%) administrative fee to cover assessor recruitment activities. Assessor costs are based on the following estimated costs: airfare of $650.00, per night at hotel of $400.00, per diem of $65.00, baggage reimbursement of $70.00, and airport transportation of $70.00. It is unlikely that the hotel cost will reach $400.00 per night but nightly hotel rates in Miami are highly seasonally dependent. 35 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 1. Summary of Pricing for Two Captain Examinations Examination Cost First Examination $242,551 Second Examination $223,151 Total $465,702 Subject to the Public Records Law of Chapter 119, Florida Statutes, as may be amended from time to time, all services provided and outputs produced (excluding final report text) will remain the intellectual property of Talogy, Inc. Our clients are given a reproduction license to cover the Agreement period and requirements (i.e., number of candidates), but may not make any information available to third parties without written permission from Talogy, Inc. Our cost estimate has been derived using our standard daily consultancy rates and is based upon, a) the scope of work outlined in the proposal and b) the timeline presented. If either the scope of work or timeline is changed, a modified cost proposal may be required. Our daily rates are based upon the volume of work and related cost savings. The cost proposal assumes 3 days of post-test consultation for each position at no additional charge. Unless otherwise specified, the cost estimate includes consultant travel, accommodations, per diem; communications, mail and economy courier services; and general overhead. The cost proposal assumes Priority Mail or Economy Courier Services, expedited services are available for an additional fee. The cost proposal also assumes 3- week advance purchase airfares. The cost estimate excludes test facility -related costs (acquisition, booking, rental, furniture, equipment). 36 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida Talogy, Inc. Engagement Agreement Applies to All Exams For Litigation Support and Work Beyond Project Scope EFFECTIVE JULY 1, 2019 1. Litigation Support Any activity proposed during the course of the Agreement, that a) is quasi -legal in nature (e.g., activities performed in response to oversight from a court -appointed attorney/expert or oversight agency such as the Department of Justice pursuant to litigation and associated court requirements) including, but not limited to, supplementary data transfers, data analyses, reports, meetings, and conference calls; or b) is related to existing or pending litigation (e.g., Expert Witness services, Fact Witness services) will be billed at the hourly rates specified in this Agreement. When providing litigation support, Provider bills by the hour, at rates commensurate with the skills of our staff, as set forth in the attached Fee Schedule. We organize client work in such a way as to attempt to minimize the cost to the client, while still meeting exacting standards of timeliness and professionalism. Expenses such as normal copying, communications (phone, fax, and e-mail), and so forth are included in our hourly rates. Large copy jobs, shipping, and travel expenses are billed separately. Travel time is billed at fifty percent (50%) of our standard hourly rates. No surcharge is added to out-of-pocket expenses. For litigation -related projects, Provider will request an initial retainer to begin work. Where the client is an attorney, our retention shall be solely with the attorney. Even where the attorney forwards invoices to its client for payment, the attorney shall remain responsible to us. The retainer will be appropriate to the anticipated scope of work. Consulting fees and costs will be billed against the retainer until it is exhausted. Any unexpended funds in the retainer will be returned to the client by Provider at the end of the engagement. Subsequent bills will be sent monthly and payment is due within forty five (45) days of the date on the cover letter, per the Florida Prompt Payment Act. Each statement's cover letter describes the activities for which the statement is rendered. From time to time, we may provide an estimate of fees and costs relating to litigation support. Such estimates are subject to many unknown or uncontrollable variables and they are only intended as approximate projections at a point in time. They may change as we move forward, and they are not intended to be an agreed -upon fixed -fee amount. Provider's fees will be paid regardless of the opinion rendered or the outcome of any litigation, settlement, or other proceeding. Prior to the submission of any statement describing our experience, credentials or the nature of our work or opinions in this matter (e.g., answers to interrogatories), we will be provided a reasonable opportunity to review such a statement for accuracy. 37 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida Fee Schedule Lead Testifying/Consulting Expert (Dr. Rick Jacobs) Associate Testifying and Consulting Experts Senior Statistician/Data Manager Managing Consultants/Principal Consultants/Directors Consultants and Senior Consultants Associate Statistician Associate Consultants Interns Clerical and Paralegal $600.00/hour $450.00/hour $350.00lhour $350.00/hour $250.00- $300.00/hour $250.00lhour $150.00- $200.00lhour $75.00- $100.00/hour $75.00- $100.00/hour Deposition Fees/Cancelations/Rescheduling Provider will schedule depositions and court appearances as dates are available and will hold these dates once confirmed. 2. Work Beyond Project Scope Any activity proposed during the course of the Agreement, that a) falls outside the scope of activities covered under the existing Agreement and requires any substantial use of Provider resources, and b) does NOT involve litigation -related activities, will be billed at a fixed price or hourly rate established through the mutual consent of the Provider and the City, and the existing Agreement will be amended, in writing. Activities subject to this requirement will be identified by Provider and approved by the City, in writing, prior to performing any such activity. 3. General Terms If there are any questions about bills or requests for additional information, these questions or requests should be forwarded in a timely manner. 38 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida EXHIBIT "C" INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE PSYCHOLOGICAL SCREENING SERVICES (1) Worker's Compensation A. Limits of Liability - Statutory - State of Florida - Waiver of Subrogation (2) Commercial General Liability (Primary & Non -Contributory): A. Limits of Liability Bodily Injury and Property Damage Liability - Each Occurrence: $1,000,000.00 General Aggregate Limit: $2,000,000.00 Personal and Adv. Injury: $1,000,000.00 Products and Completed Operations: $1,000,000.00 B. Endorsements Required: City of Miami included as an Additional insured. Employees included as insured. Contractual Liability. (3) 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 used in connection with the work - Any One Accident: $1,000,000.00 B. Endorsements Required: City of Miami included as an Additional Insured (4) Employer's Liability A. Limits of Liability $100,000.00 for bodily injury caused by an accident, each accident $100,000.00 for bodily injury caused by disease, each employee 39 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida 500,000.00 for bodily injury caused by disease, policy limit (5) Professional Liability/Errors and Omissions Coverage Combined Single Limit, Each Claim: $1,000,000.00 General Aggregate Limit: $1,000,000.00 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 Provider. 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 Tess 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. Certificates will indicate no modification or change in insurance shall be made without thirty (30) days written advance notice to the certificate holder. NOTE: CITY AGREEMENT NUMBER AND/OR TITLE MUST APPEAR ON EACH CERTIFICATE. Compliance with the foregoing requirements shall not relieve the Provider of its 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 Provider 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: (4) Suspend the Agreement until such time as the new or renewed certificates are received by the City in the manner prescribed. (5) The City may, at its sole discretion, terminate this Agreement for cause and seek damages from the Provider. 40 DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida The Provider 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 may be granted to the Provider. DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 City of Miami, Florida EXHIBIT "D" CORPORATE RESOLUTION (This Resolution needs to authorize the signatory to sign) WHEREAS, Talogy, Inc. (corporation name), a New Jersey (State) corporation ("Corporation"), desires to enter into an agreement with the City of Miami for the purpose of performing the Services described in the Agreement to which this resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the Bylaws of the Corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that this Corporation is authorized to enter into the Agreement with the City, and that Stephen Tapp (individual), the Chief Executive Officer (title) of this Corporation, and the Secretary are hereby authorized and directed to execute the Agreement in the name of this Corporation and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 21st day of March , 2023. Talolgy, Inc. A(n) New Jersey By: Print Name: Stephen Tapp Title: Chief Executive Officer (Sign) ("Provider') (State) Corporation 42 Print Name: Ashley Wilson Corporate Secretary (Affix Corporate Seal) DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 c, } CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of On g [<: before me, aL .' t l t� i t'(; bLCt Date Here Insert Name c+d Title of the Oi er personally appeared lC,v t• Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ANGIE M. DALY Notary PLbfic - California Los Angeles County Commission + 2347790 My Comm, Expires Feb 18, 2025 Place Notary Seal and/or Stamp Above 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature, OPTIONAL c S. f ature of Notary Public Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Sig ner(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited 0 General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: Signer's Name: O Corporate Officer — Title(s): O Partner — 0 Limited 0 General ❑ Individual 0 Attorney in Fact ❑ Trustee 0 Guardian or Conservator ❑ Other: Signer is Representing: ©2019 National Notary Association PRODUCER Marsh Risk & Insurance Services CA License#0437153 633 W. Fifth Street, Suite 1200 Los Angeles, CA 90071 CN102335019—EOCr-22-23 CERTIFICATE OF LIABILITY INSURANCE INSURED Talogy, Inc. 611 N Brand Boulevard, 10th Floor Glendale, CA 91203 DocuSign Envelope ID: 356D4241-DDE5-47B0-8234-1A2A1EBA7B79 AW O® THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on DATE (MM/DD/YYYY) 02/15/2023 this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT NAME: PHONE INC. No. Extt- E-MAIL ADDRESS: T FAX 1 INC. No): INSURER(S) AFFORDING COVERAGE INSURER A : Transportation Insurance Co INSURER B : The Continental Insurance Company INSURER C : National Fire Insurance of Hartford INSURER D : Liberty Surplus Insurance Corporation INSURER E : INSURER F : NAIC # 20494 35289 20478 10725 COVERAGES CERTIFICATE NUMBER: LOS-002666183-01 REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOcIVENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBE EIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIM& # INSR LTR jADDL'SUBR TYPE OF INSURANCE 1fNSD - ;V;.N POLICY NUMBER I POLICY EFF (MM/DD/YVYY) 1 POLICY {MM/DD( LIMITS A X_ COMMFrjCIAI GENERAL LIABILITY 7033927840 06/01/2022 /'►_ �'� `V 06/01 01� `Y �✓1 n•I�``` EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE l I X OCCUR DAMAGE TOR D PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 15,000 GEN'L PERSONAL & ADV INJURY $ 1,000,000 AGGREGATE LIMIT APPLIES POLICY PRO- OTHER: PER: X LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS -COMP/OP AGG $ 2,000,000 Combined Total $ 10,000,000 B AUTOMOBILE _ X f _I LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY k__ + AUTOS HIRED NON -OWNED AUTOS ONLY ` 1 AUTOS ONLY L I 7033927854 ///``` O ( I� v 01/2022 06/01/2023 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident ) $ PROPERTY DAMAGE IPer accident) $ $ UMBRELLA LIAB EXCESS LIAR OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY C ANYPROPRIETOR/PARTNER/EXEcurrvE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under I DESCRIPTION OF OPERATIONS Y/N=27871(AOS) N /A tK ' :68(CA) , 06/01/2022 06/01/2022 06/01/2023 06/01/2023 _X I PER OTH- STATUTE ER N E.L. EACH ACCIDENT $ 1,000,000 below E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 D I Cyber Errors & Omissions E05CAA55T2008 06/01/2022 06/01/2023 Limit Deductible 5,000,000 250,000 DESCRIPTION OFOPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Miami is included as additional insured when: required by written contract with respect to General Liability and Auto Liability. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions with respect to Workers Compensation. CERTIFICATE HOLDER City of Miami 444 S.W. 2nd Avenue, 10th Floor, Miami, FL 33130 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk & Insurance Services © 1988-2016 ACORD CORPORATION. All rights reserved. DocuSign Envelope ID:356D4241-DDE5-47B0-8234-1A2A1EBA7B79 Thanks, Courtney Flores Paralegal & Contracts Manager, Legal Talogv com I I inkedln From: C rrez 1r Franrivn (Frankl T. Calderon Yxlissa Cc: C ndadlla lOnen Subject: RE: PSA for the City of Miamis Fire -Rescue Department Examination Process - Talogy, Inc. (Matter 22-3269) Date: Tuesday, March 21, 2023 11:03:42 PM Attachments: image006.onct immeom nnn inalneom mn im3nenm nn imne aoto nno �maaeou.ma Good morning Yadissa, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (305) 416-176o Fax fgomex@miarnignv.com • Serving, Enhancing, and Transforming our Community" From: Calderon, Yadissa <ycalderon@miamigov.com> Sent: Tuesday, March 21, 2023 10:57 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Gandarilla, Aimee <AGandarilla@miamigov.com> Subject: FW: PSA for the City of Miami's Fire -Rescue Department Examination Process- Ta logy, Inc. (Matts/!�'! Importance: High Good morning Frank, Can you kindly please review and advise. Yadissa From: Courtney Flores <courtney.flores(atalogv.com> Sent: Tuesday, March 21, 2023 10:48 AM To: Calderon, Yadissa <ycalderon(amiamigov.com>' Jay Silva <'a .silt' Pt. ,n.,►. m>; Velez, Pablo <pvelez@miamigov.com>' Gandarilla, Aimee <AGandarilla&miamigov.com> Cc: Musser, Grant <gmusser(amiamigov Corp>' Nate Figler <r. - _ � b r • u>' Guzman, Christian <cguzmen(amiami•ov Com>• Garcia, Eloy <elgarcia(n3miami•ov Com>' Gomez Jr., Francisco (Frank)<FGomez&miamigov.com>' Cabrera, Paola -6 a.- iamieov.com>' Janet Echemendia<janet.echemendia&talogv.com>. Nikki Windfelder <nikki.windfelder&talogv.com> Subject: RE: PSA for the City of Miami's Fire -Rescue DepartyAe} x` nation Process - Ta logy, Inc. (Matter 22-3269) \\` '49 Ms. Calderon, 'CAUTION:Th is is an email <Zn e ernal source. Do not click links or open attachments unless you recognize the sender and know the content is safe.I R Sorry, I thought I provided, but please s�attached. Please let me know if there is anything additional I can provide. P From: Calderon, Yadissa <ycalderon&miamigov.com> Sent: Tuesday, March 21, 2023 10:32 AM To: Jay Silva <jay.silva&talogv.com>' Velez, Pablo <pvelez(Omiamigov.com>' Gandarilla, Aimee <AGandarilla(amlam igov.com> Cc: Musser, Grant <gmusser(nlmiami•ov com>' Courtney Flores <Courtnev flores(atalogv rom>; Nate Figler<nate figler(alifelonglearner rom>' Guzman, Christian <cguzman(amiamigov Corn, Garcia, Eloy <elgarcia(amiamigov.com>' Gomez Jr., Francisco (Frank) <FGomez&miamigov.com>• Cabrera, Paola <PCabrera(amiamigov.com>' Janet Echemendia <janet.echemendia(atalogv.com>' Nikki Windfelder <nikki windfelder(n3talogv com> Subject: RE: PSA for the City of Miami's Fire -Rescue Department Examination Process - Ta logy, Inc. (Matter 22-3269) CAUTION: This email has originated from outside of PSI. Do not click links or open attachments unless you can confirm the sender and know the content is safe. Please report all phishing emails to See Something Say Something. Thank you Dr. Silva. Also can you provide me with the Insurance Certificate for Talogy for Risk to review and approve. It would need to be attached to the Agreement when routed for signatures. Respectfully, Yadissa A. Calderon, CPPB, NIGP-CPP Olivera, Rosemary From: Gandarilla, Aimee Sent: Monday, April 3, 2023 2:54 PM To: Hannon, Todd Cc: Lee, Denise; Olivera, Rosemary; Cabrera, Paola; Brown, Sadie Subject: matter 22-3269 Agreement with Talogy, Inc. Attachments: Agreement Talogy Inc.pdf Good afternoon Todd, Please find attached the fully executed copy of an agreement from DocuSign that is to be considered an original agreement for your records. Thank you, airnee garcdwriaa Procurement Assistant City of Miami Department of Procurement 444 SW 2' Avenue, 6th floor, Miami, FL 33130 P(305) 416-1906 F(305) 400-5338 Eagandarilla@miamigov.com https://miamigov.com/Government/Departments-Organizations/Procurement 1 ti -},png, Enhancing, and Transforming our Community" 1