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24992
AGREEMENT INFORMATION AGREEMENT NUMBER 24992 NAME/TYPE OF AGREEMENT TALOGY, INC. DESCRIPTION PROFESSIONAL SERVICES AGREEMENT/PROMOTIONAL TESTING SERVICES FOR POLICE LIEUTENANT & SERGEANT/MATTER ID: 24-1211 EFFECTIVE DATE May 30, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 5/30/2024 DATE RECEIVED FROM ISSUING DEPT. 5/30/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Aimee Gandarilla NAME OF OTHER CONTRACTUAL PARTY/ENTITY: TALOGY, INC. EXT. 1906 IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ■❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (BRIEF SUMMARY): Professional Service Agreement with Talogy, Inc. for promotional testing services for Police. 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 May 17, 2024 I Annie Perez, CPPO 16:06:39 ED 7—oa<. SIGNATURE: -A,,^^;.- 2�-, RISK MANAGEMENT May 20, 2024 Ann -Marie Sharpe 1 07:01:46 EDT r—DocuSignetl by SIGNATURE: ±'rckvd, Gotmvy CITY ATTORNEY matter 24-1211 May 22 , 2024 I George K. WyTong III P,orr Uotiso4 III ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER May 29, 2024 , Larry Spring, CPA 13 : 47:08 ED D.<s,.e.e, SIGNATURE: SPn �-m-.o�Amnan ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS Barbara Hernandez, MPA SIGNATURE: ASSISTANT CITY MANAGER, RESILIENCE AND PUBLIC WORKS Asael Marrero SIGNATURE: DEPUTY CITY MANAGER Natasha Colebrook -Williams SIGNATURE: CITY MANAGER May 29, 2024 I Agilir91$6ieV SIGNATURE: Qvflaw Nancy CITY CLERK Todd Hannon SIGNATURE: PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER City of Miami, Florida AGREEMENT BY AND BETWEEN THE CITY OF MIAMI, FLORIDA AND TALOGY, INC. This Agreement ("Agreement") is entered into this 30th day of May , 2024 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 Police Department ("Police"); 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; 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: 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 1 City of Miami, Florida into and made a part of this Agreement as Exhibit "B". 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) years (the "Initial Term") or any pending promotional examinations in development have been administered and the Provider has carried out its full scope of services. The City shall have the option to renew this Agreement one (1)-time for an additional three (3) year period beyond the Initial Term or until when such time that all those then pending tests promotional examinations are finalized and all services required of the Provider have been rendered. 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 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 2 City of Miami, Florida 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. 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 3 City of Miami, Florida 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. The 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. 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 4 City of Miami, Florida 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 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 5 City of Miami, 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 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 PUBLICRECORDS(a�MIAMIGOV.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. 6 City of Miami, Florida 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 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 7 City of Miami, Florida 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 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. 8 City of Miami, Florida 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 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 ($25,000.00), 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, 9 City of Miami, Florida 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. 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 10 City of Miami, Florida 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, 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. 11 City of Miami, Florida 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 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 12 City of Miami, Florida 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. 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 18. MISCELLANEOUS PROVISIONS: A. TO THE CITY: Arthur Noriega V City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 With a copy to: George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 Manuel Morales Chief of Police 400 SW 2nd Avenue Miami, FL 33132 Annie Perez, CPPO Director of Procurement 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 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 13 City of Miami, Florida parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. The parties irrevocably waive any rights to a jury trial. B. 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 licensure, 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. Additionally, the Indemnitees do not waive sovereign immunity, and no claim or award against the 14 City of Miami, Florida Indemnitees shall include attorney's 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. 22. FORCE MAJEURE: 15 City of Miami, Florida 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 with the consent of the City Manager. The Provider agrees to protect any confidential information provided by the City and will not release information of a specific nature without prior written consent of the City Manager or the City Commission. 16 City of Miami, Florida 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. [SIGNATURE PAGE FOLLOWS] 17 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. "Provider" ATTEST: By: Print Name: Title: Senior Executive Assistant (Corporate Seal) ATTEST: c—DocuSignetl by By: foddrB. Hannon City Clerk TALOGY, INC., a foreign profit corporation authorized to conduct business in Florida By: Print Name: Stephen Tapp Title: CEO (Authorized Corporate Officer) "City" CITY OF MIAMI, DocuSigned by: a Florida municipal corporation By: avftur Narttla Arthur Noriega City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: DS By. [attrOt, (461A1 III , By: [rank ivy George K. Wysong III (Matter 24-1211) Ann -Marie Sharpe City Attorney Risk Management Director l8 City of Miami, Florida EXHIBIT "A" SPECIFICATIONS/SCOPE OF WORK 2.0 SPECIFICATIONS / SCOPE OF WORK The City of Miami ("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 Police Lieutenant and Police Sergeant, on behalf of the City's Department of Human Resources ("HR") and the Police Department ("Police"). During the initial three (3) year term of the Agreement, it is anticipated the Provider shall provide (i.e., develop, administer, score and report on) three (3) to four (4) examinations for the classification of Police Lieutenant and three (3) to four (4) examinations for the classification of Police Sergeant. 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 Police Lieutenant, and three (3) to four (4) examinations for the classification of Police Lieutenant. However, it should also be noted that should it be in the City's best interests, and at its sole option, the number of examinations may increase, or decrease accordingly, at anytime throughout the term of the contract, including all extension terms, 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 List' for these promotional processes will be made up of two components. The first component is a weight of 100% of the overall score from the Provider's examination process; the second component shall consist of the candidate's seniority points in a manner consistent with City of Miami Civil Service Rule 6.7(a) and (d), and if applicable, Fraternal Order of Police, Walter E. Headley, Jr., Miami Lodge No. 20 ("FOP") Labor Agreement with the City and shall be added to the candidates' scores determined by the Provider's examination process. The following are approximations for Police Lieutenant and Police Sergeant candidates that may meet the minimum eligibility requirements for the examination processes over the total six (6) year agreement period(s): 172 for Police Lieutenant and 918 for Police Sergeant. However, be advised these numbers may be more or less depending on 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 corresponding classification. 2. Be directly job -related. 3. Be reasonable perceived as fair and objective by the candidates. 4. Be standardized to ensure comparability of scores across candidates, in a manner consistent with industry best practices. 5. Seniority credit will not be standardized and will be added to the examination score for each candidate, in a manner consistent with City of Miami Civil Service Rule 6.7(a) and (d). 6. Be developed with input staff from the Police and HR Departments. 7. Entail multiple assessment measures. 8. 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 19 City of Miami, Florida Association/National Council on Measurement in Education "Standards for Educational and Psychological Testing". The Provider must be qualified and experienced in the design and implementation of Police promotional systems. PROJECT REQUIREMENTS The Provider shall: 1. Abide by timetables outlined herein over the life of the contract and for each classification, with the understanding that timetables outlined herein may be superseded by the current FOP 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 a legally defensible job -analysis according to current professional and legal standards within forty-five (45) calendar days after request by HR for the classifications of Police Lieutenant and Police Sergeant. 3. Develop a written examination that is appropriate to directly measure the knowledge, skills, abilities, and other characteristics (KSAOs) identified in the job analysis as necessary to perform the job functions within ninety (90) calendar days of the completion of the job analysis for each classification of Police Lieutenant and/or Police Sergeant. The written examination for Police Lieutenant may act as a hurdle for the classification of Police Lieutenant. 4. Develop no less than two (2) examination exercises for Police Lieutenant and one (1) examination exercise for Police Sergeant for each examination and for each classification that is appropriate to directly measure the knowledge, skills, abilities, and other characteristics (KSAOs) that are identified in the job analysis within ninety (90) calendar days after the completion of the job analysis. The examination exercises for Police Lieutenant shall include a multiple-choice test of technical knowledge and a situational judgement test. Based on performance on the multiple-choice technical knowledge and situational judgement test hurdle, eligible candidates would then be invited to a second examination exercise consisting of a written in -basket. The examination exercise for Police Sergeant shall consist of an all -multiple-choice test of technical knowledge, which includes a forms analysis component. The written examinations shall assess the job knowledge of the candidates and will be based on the sources identified by the book committee comprised of representatives from the Police Department. Provider will also have input from subject matter experts (SME) from Police not to include final review of the exercises. Final review of exercises will be conducted by the Police Chief and/or his/her designee(s). Each examination must have a preparation manual/study guide published 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 or scannable documents. All candidates shall have their completed multiple-choice technical knowledge test scored/scanned on -site at the end of their test session and provided with their individual raw score. 5. Develop a parallel form for each exam exercise, for each classification and for each day of testing that exceeds a one (1) day administration period. In addition, develop one (1) extra form for each and every exercise beyond the number of days of testing that will not be used during the original test administration process. For Police Sergeant, parallel exams developed for each and every administered technical knowledge written examination with the same number, and type, of questions each of which must be unique (or different) from the first examination. 20 City of Miami, Florida 6. Work with Police and HR to develop one (1) book list for each examination and for each classification based upon the current Job Analysis, 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, scenarios, exercises, etc. are drawn from included source materials and are representative of the job content. 7. Identify percentage of job domain measured by each customized examination process and for each classification (e.g., technical knowledge test, written in -basket) within sixty (60) days prior to the first day of the administration of the exam. Identify area(s) of job domain not measured by the 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 for the appropriate classification. 8. Prepare and submit for approval to the Police and HR Departments all scripts for the written in - basket exercises for Police Lieutenant in electronic format at least twenty-one (21) calendar days prior to the first examination date. 9. 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, complete with materials needed during the duration of the test administration process. 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. Location of test sites is the responsibility of the City. City staff approved by the HR Department may be used as proctors for the examination process. The number of City staff from HR shall be appropriate in a number commensurate with the logistical needs of each situation. 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 HR Testing and Validation Section 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 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 such as 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 all said analyses in the final report. Analyses to include, but not limited to, adverse impact, validity, and exercise and examination reliability by sub- 21 City of Miami, Florida dimension and overall, item difficulty, item descriptives, 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 are error free and completed within fourteen (14) days after the last exam administration. 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 must 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. 13. Provider shall recommend a cutoff score within fourteen (14) days after the administration of the multiple-choice technical knowledge written exam 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. 14. 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 be presented on multiple days and 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 prior to each test administration for each classification and will summarize the questions raised at the on -site orientation supplemented with pertinent questions from past orientations and provide acceptable responses to each question. 15. Provider shall contact, screen, select, secure, obtain, train and ensure the presence of individuals from the law enforcement community to serve as primary and alternate raters for the written in - basket exercise for Police Lieutenant, pending approval of the HR Testing and Validation Section. All raters will be from (a) United States agencies, (b) comparable in size and/or selected demographics (e.g., ethnicity, race, gender) to the Miami Police Department, (c) outside of the State of Florida, and (d) of the same rank or higher rank as Police Lieutenant. Every effort must be made by the Provider to ensure that each exam process for Police Lieutenant has appropriate ethnic/racial and gender representation among raters used in exercises for each classification. The selection and training of potential raters and the ethnic/racial and gender background making up the rater must be approved by HR for each classification process a minimum of forty-five (45) days prior to each exam administration for each classification. A minimum of three (3) raters shall participate in training and assessment of the written in -basket. Primary Provider will develop, photocopy, collate, verify and otherwise prepare and administer raters training materials and administer training for raters. The City reserves the right to have representation present from the HR Testing and Validation Section at any and all processes that involve raters, including but not limited to orientations and/or training sessions and/or selection proceedings. The same number raters must be used to assess every candidate participating in the written in -basket for Police Lieutenant. Candidates will be scored by the raters for the written in -basket for Police Lieutenant. 22 City of Miami, Florida 16. The 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. 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. 17. The 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 exercise 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 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 each exam for each classification. 18. The Provider shall establish the content validity for each exam 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 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 raters (e.g., test plan, study/prep guide, tutorial sessions slides, Questions and Answer Packet, assessor/rater training manuals, assessor/rater rating materials). 19. The Provider shall provide three (3) eight (8) hour days of post-test consultation inclusive 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. The 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. The Provider agrees to appear for a total time of three (3) days up to eight (8) hours per day without any additional financial costs to the City. The Provider shall be responsible for transportation, lodging, and meals. After the three (3) days have 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 must 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 appearances arising from litigation shall be paid to the Provider by the City as additional costs upon approval by the City and in accordance with §112.061, Florida Statutes, as may be amended. 23 City of Miami, Florida 20. The Provider shall propose a fixed and firm lock rate for all exams within the time period of the agreement. 21. The 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, 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, the Primary Provider agrees to waive any and all fees related to Item #19 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 re-examination for each classification. 22. All work shall be performed by, or under the direct supervision of, Provider. All associates used on each project must 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." 23. 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. 24 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 renewals. However, the initial examination for Police Lieutenant and for Police Sergeant during the initial three (3) years of the agreement is expected to be completed by the end of 2024. Project Schedule: Work is anticipated to begin, following successful agreement execution, during the month of June 2024 for the classification of Police Sergeant. Provider must submit a proposed timeline outlining the anticipated services and activities of their proposal 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 both classifications. These dates are approximate only, and subject to change. The development, administration, and scoring of subsequent examination processes for Police Lieutenant and Police Sergeant is subject to contract renewal by the City at its discretion. POLICE LIEUTENANT (SEPTEMBER 2024) Activity Anticipated Date(s) Review Current Job Analysis and/or Conduct Job Analysis for Exam #1 Written Exam and Written In -Basket Development for Exam #1 Administer Exam #1 Establish Eligibility Register #1 Written Exam and Written In -Basket Development for Exam #2 Administer Exam #2 Establish Eligibility Register #2 Written Exam and Written In -Basket Development for Exam #3 Administer Exam #3 Establish Eligibility Register #3 POLICE SERGEANT (JUNE 2024) Activity Anticipated Date(s) Conduct Job Analysis for Exam #1 Written Exam Development for Exam #1 25 City of Miami, Florida Administer Written Exam #1 Establish Eligibility Register #1 Written Exam Development for Exam #2 Administer Written Exam #2 Establish Eligibility Register #2 Written Exam Development for Exam #3 Administer Written Exam #3 Establish Eligibility Register #3 2.2 COST / FEE STRUCTURE Provider shall provide, in detail, for each exam and for each classification, a clear accounting 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 to develop and implement a customized examination process for both Police Lieutenant and Police Sergeant (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 will provide one (1) examination for the classification of Police Lieutenant, and one (1) examination for the classification of Police Sergeant, 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 5% for each set of examination processes for Police Lieutenant and Police Sergeant thereafter, during the initial and/or any extension terms, excluding the initial proposed fees for a Job Analysis(es) for each classification. 26 City of Miami, Florida EXHIBIT "B" COMPENSATION DETAILED SUMMARY OF PROPOSED PROJECT ACTIVITIES AND COSTS Below is a detailed breakdown of services, costs, and expenses for each project activity. DESCRIPTION OF PROJECT ACTIVITY COST COST SERGEANT LIEUTENANT 1. Project Management and Coordination Kick-off communications among Talogy and City project team to finalize project plan, contacts, and resource needs; establish detailed timetable; and exchange information related to project goals and objectives. $6,600 Ongoing project -related communication and coordination with the City throughout the life of the agreement (e.g., weekly status updates via email, monthly virtual meetings with City/MPD/HR representatives as required). $6,600 2. Expedited Job Analysis (Within 45 days of Request) Review and compile existing task, duty, ability and knowledge source documents and prior reading lists developed for the positions of Lieutenant (in 2021) and Sergeant (in 2014); selection policies and procedures; and applicable local, state, and federal statutes, case law, and legal mandates. For Sergeant, conduct a full job analysis, leveraging the 2014 data, comprised of: 2 days of observations/interviews with 15-20 incumbents with 2 Talogy members and conduct a '/2 day task list review meeting with 5-6 SMEs. 2 days of job analysis data collection panels comprised of 8-12 members each to conduct four-hour, onsite job analysis review sessions to update tasks/duties, knowledge sources and competency information. One or two Talogy representatives will be on -site for 2 consecutive days to conduct the panels. JAQ surveys may be used, if determined necessary after further discussion with the City. Given the expedited timeframe, we recommend the panel approach. For Lieutenant, conduct a job analysis update of the 2021 data comprised of: 1 day of virtual interviews with 6-8 SMEs. 2 days of Job Analysis data collection panels comprised of 8-12 members each to conduct four-hour job analysis review sessions to update tasks/duties, knowledge sources and competency information. Onsite or virtual options are available. If onsite, one or two Talogy representatives will be on -site for 2 consecutive days to conduct the panels. Analyze results and use results to inform development of reading list and technical knowledge test plans identifying the knowledge FULL JOB ANALYSIS $23,790 JOB ANALYSIS UPDATE $15,045 27 City of Miami, Florida DESCRIPTION OF PROJECT ACTIVITY COST COST SERGEANT LIEUTENANT and competency areas to be tapped in the Technical Knowledge (TK) test. Analyze results and use results to inform test plan for the written Situational Judgment Test (SJT) and the Written In -Basket (IB). Compute percentage of job domain covered and uncovered by the test plan(s) within sixty (60) days prior to administration. Document the job analysis activities, results, and recommendations in the Final Technical Report. 3. Candidate Preparation Guides, On -Site Candidate Orientation Sessions, Candidate Communications and Refinement of Job Documents Provide the final Book List to be published 90 days before test administration containing books identified by the Book Committee. Provide a Candidate Preparation Guide to be distributed electronically via the City's secure site or our secure Candidate Resources website. A detailed preparation guide will be created for each classification to cover all test components. The guide will describe the test content, logistics, and evaluation; provide strategies for preparing for and taking each test; and provide sample items and scenarios for each type of test per rank (e.g., TK, SJT, In -Basket). The Competency Based Assessment Guides (SJT and In -Basket) will include a definition of each competency and strategies to display effective competency -based behavior. A Master's Level Talogy member will facilitate two on -site Candidate Orientation Sessions per rank over the course of 2 consecutive days, at least 40 days prior to test administration. Following the Orientation Session, we will provide and host a Candidate Q&A forum to share and distribute examination related questions to all candidates. The resulting "Questions and Answers" packet will be submitted at least thirty (30) days prior to test administration. $10,425 $12,240 4. Written Technical Knowledge (TK) Test Development, Administrative Support, Scoring, Cut Score Establishment, and Appeal Resolution (Examination #1 Sergeant; Examination #la Lieutenant) 4a. Development of TK Test, 1 Parallel Form and Administrative Materials for One (1) Administration Development of TK Reading List and TK Test Plan based on job analysis results. Within 90 days of the completion of the job analysis, an expedited simultaneous development of approximately 120-item pool based on $70,830 $55,340 28 City of Miami, Florida the book list only to derive 1) final pool of 100 multiple-choice, applied technical knowledge test items for the main administration and 2) items for one parallel form. Assumes the two ranks will not be developed simultaneously. For the rank of Sergeant only, the TK exam will include a component focused on Form Analysis. It is anticipated that 15-25% of the MC items for the Sergeant's exam will be included in this section. Internal Talogy review to verify correct answer and distractors and ensure clarity. Cultural/gender bias review and reading level analysis. Input from the Police SMEs to develop items but no final review of items from internal SMEs. A final Content Validity Review will be conducted by the Police Chief or designee(s). For both ranks, the test will be developed to be administered in one (1) day. The prices quoted here are for 1 administration. We understand that the examination may be administered 3 to 4 times over the life of the contract term. 4b. Administrative Support for TK Test (Paper and Pencil) Production and delivery of all materials needed for test administration including standard answer sheets, copies of test booklets and instructions for all registered candidates, and administrator instructions. This also includes the development of instructions and procedures to enable candidates to compute "unofficial scores" as well as one (1) for Lieutenant) to two (2 for Sergeant)) additional Talogy representatives (clerical/support personnel) to work under the direction of the Project Manager to use an on -site copier (Hotel or City offices located in the James L. Knight Center to copy completed SEE candidate answer sheets. If equipment rental is required, the cost will be direct billed to the City plus a 20% administrative fee. While carbon -less scan sheets are available, they present administrative challenges and a substantial additional fee. We are happy to discuss the benefits/drawbacks of this approach in more depth, if interested. SEE ABOVE ABOVE Includes two (2) Talogy staff (with Master's Level degrees or higher) on -site to oversee and assist with one (1) day of test administration. Assumes City is responsible for acquisition and expenses associated with test facilities, equipment, supplies, and monitors. 4c. Scoring, Appeals, and Cut -score Establishment for TK Test Assumes all data analysis work conducted by our team of trained Data Analysts under the direction of Dr. Ashley Hanks and includes entry by at least two (2) different individuals and verification of all data. This ensures error -free data entry and scoring will be complete within 14 days of last administration (when examination does not include an SEE appeal or a hurdle process) or final determination of the appeal committee. SEE ABOVE ABOVE Includes analysis and report on adverse impact, validity, and exercise and examination reliability by sub -dimension and overall, item difficulty, item descriptives, and item homogeneity, etc., where applicable. 29 City of Miami, Florida Consultation with the City to establish cut -scores within 14 days of the TK and SJT administration (Lieutenant Only), as applicable, based on SME content validity review, characteristics of the score distribution, and resource needs (*Assumes complete data are received in our offices the day following test administration.) Includes production of initial pre -appeal candidate scores, a thorough review of all appeals and a written "Recommendations Report" within fifteen (15) calendar days after the last day of the written appeal process. (* Assumes compete set of appeals is received in our office the day following the close of the appeal process.) Also includes the computation and report upon all necessary analyses, including but not limited to: Provision of TK item analytic/summary data (i.e., response selection percentages, difficulty level, point-biserial) and consultation/recommendations in support of the appeal (i.e., post - exam challenge) process. Implementation of any necessary score changes identified based on the appeal process to produce final scores. Generation of descriptive statistics. Analysis of results for each examination process to determine the extent to which group means differ by ethnicity/race and by gender for each classification. Standardization of exam scores (not to include seniority points). The addition of Seniority points as directed by the City. The creation of Eligible List comprised of two parts: Part 1 is 100% vendors exam (s) and Part 2 is Candidate's seniority points. Provision of the list of candidates based on TK scores (for Sergeant) in the format required by the City. Provision of the list of candidates based on TK and SJT scores (for Lieutenant) in the format required by the City. Feedback notices will be provided to the City for distribution within 30 days of the last administration*. The feedback will consist of a written profile of each candidate's performance and a plan for improving performance developed from each candidate's scores. The feedback will be specific to each candidate and only provided to candidates completing ALL phases of testing. (*The timeframe for this component will be finalized upon project launch. We intend to adhere to the 30-day timeframe, but note that this requires timely turnaround of materials by the City.) All analyses and results will be included in the Final Report in sufficient detail to assist the City in developing future training programs for promotional candidates after each exam for each classification. 5. Written Situational Judgment Test (SJT) Development, Administrative Support, Scoring, Cut Score Establishment, and Appeal Resolution (Examination 1 b Lieutenant) 30 City of Miami, Florida 5a. Development of SJT and Administrative Materials Development of SJT Test Plan based on job analysis results and competencies identified as essential. Within 90 days of the completion of the job analysis, an expedited simultaneous development of a pool of SJT items, including a Critical Incidents Workshop with SMEs facilitated by two Talogy members (Master's Level or higher) to collect memorable incidents from the job in which a Lieutenant behaved in a particularly effective or particularly ineffective manner in relation to the demonstration of a targeted competency. The conversations in this Workshop produce a list of job -related behavioral examples for each competency and help us understand the kinds of on-the-job situation(s) in which demonstration of those competencies is important. This workshop will also collect information to aid in the development of the Written In -Basket test (discussed in item 6a). Draft pool of SJT content (items, scenarios) for the main administration and to develop one (1) alternate version of the SJT and select final content. The parallel form of the test will be created using the parallel test item and cloned item strategies. Internal Talogy review to verify correct answer and distractors and ensure clarity. Cultural/gender bias review and reading level analysis. Content validity, content finalization, and scoring key development with input from the Police and SMEs to develop items but no final review of items from internal SMEs. A final Content Validity Review will be conducted with the Police Chief or designee(s). The SJT will be developed to accompany the TK test and be administered in one (1) day. The price quoted here is for 1 administration. We understand that the examination may be administered 3 to 4 times over the life of the contract term. N/A $68,827 5b. Administrative Support for SJT (Paper and Pencil) Production and delivery of all materials needed for test administration including standard scan sheets with additional Talogy Support Staff on site (see item 4b for more details) to support candidate self -scoring of both written exams, copies of test booklets and instructions for all registered candidates, and administrator instructions. This also includes the development of instructions and procedures to enable candidates to compute "unofficial scores". Includes two (2) Talogy staff (with Master's Level degrees or higher) on -site to oversee and assist with one (1) day of test administration and that SJT is administered the same day as the TK test. Assumes City is responsible for acquisition and expenses associated with test facilities, equipment, supplies, and monitors. N/A SEE ABOVE 5c. Scoring, Appeals, and Cut -score Establishment for SJT Test N/A SEE ABOVE 31 City of Miami, Florida Assumes all data analysis work conducted by our team of trained Data Analysts under the direction of Dr. Ashley Hanks and includes entry by at least two (2) different individuals and verification of all data. This ensures error -free data entry and scoring will be complete within 14 days of last administration (when examination does not include an appeal or a hurdle process) or final determination of the appeal committee. Includes analysis and report on adverse impact, validity, and exercise and examination reliability by sub -dimension and overall, item difficulty, item descriptives, and item homogeneity, etc., where applicable. Consultation with the City HR to establish cut -scores within 14 days of the TK and SJT administration (Lieutenant Only), as applicable, based on SME content validity review, characteristics of the score distribution, and resource needs. Includes production of initial pre -appeal candidate scores, a thorough review of all appeals and a written "Recommendations Report" within fifteen (15) calendar days after the last day of the written appeal process. Also includes the computation and report upon all necessary analyses, including but not limited to: Provision of SJT item analytic/summary data (i.e., response selection percentages, difficulty level, point-biserial) and consultation/recommendations in support of the appeal (i.e., post - exam challenge) process. Includes facilitation of SME appeal review, as applicable. Implementation of any necessary score changes identified based on the appeal process to produce final scores. Generation of descriptive statistics. Analysis of results for each examination process to determine the extent to which group means differ by ethnicity/race and by gender for each classification. o Standardization of exam scores (not to include seniority points). o The addition of Seniority points as directed by the City. o The creation of Eligible List comprised of two parts: Part 1 is 100% vendors exam (s) and Part 2 is Candidate's seniority points. i Provision of the list of candidates based on TK and SJT scores (for Lieutenant) in the format required by the City. Feedback notices will be provided to the City for distribution within 30 days of the last administration. The feedback will consist of a written profile of each candidate's performance and a plan for improving performance developed from each candidate's scores. The feedback will be specific to each candidate and only provided to candidates completing ALL phases of testing. All analyses and results will be included in the Final Report in sufficient detail to assist the City in developing future training programs for promotional candidates after each exam for each classification. 32 City of Miami, Florida 6. In -Basket Test (IB) Test Development, Administration, and Scoring (Examination 2 Lieutenant) Development of IB Test Plan based on job analysis results and competencies identified as essential. Within 90 days of the completion of the job analysis, an expedited simultaneous development of a pool of IB items. This includes information gathered during the Critical Incidents Workshop included in the SJT Development (see item 5a above) Draft pool of IB content (items, scenarios) for the main administration and to develop one (1) alternate version of the IB and select final content. The parallel form of the test will be created using the parallel test item and cloned item strategies. Internal Talogy review to verify correct answer and distractors and ensure clarity. N/A $41,517 Cultural/gender bias review and reading level analysis. Content validity, content finalization, and scoring key development with input from the Police SMEs to develop items but no final review of items from internals SMEs. A final Content Validity Review will be conducted with the Police Chief or designee(s). The IB will be developed to be administered in one (1) day in a written format. 2 Talogy staff will be onsite during administration. The price quoted here is for 1 administration. We understand that the examination may be administered 3 to 4 times over the life of the contract term. 6b. Administrative Support for IB Test (Paper and Pencil) Production and delivery of all materials needed for test administration including candidate response booklet, copies of test booklets and instructions for all registered candidates, and administrator instructions. Includes two (2) Talogy staff (with Master's Level degrees or higher) on -site to oversee and assist with one (1) day of test administration. Talogy will develop, photocopy, verify and otherwise prepare and administer raters training materials and administer training for raters. SEE Includes recruitment of three (3) assessors (one panel) from the law enforcement community for supervised remote grading/evaluation; note that cost may be reduced if two -assessor panels are utilized. SEE ABOVE ABOVE The selection of raters must be approved by HR a minimum of forty- five (45) days prior to each exam administration. We have developed and deployed a remote evaluation process successfully with administrations including more than 50 panels of assessors and candidate pools of greater than 2500. We are confident we can deliver a secure and accurate system using this approach for the MPD Lieutenant position. This approach saves the time and expense associated with Assessor and Talogy travel while maximizing 33 City of Miami, Florida efficiency. We have assumed that the Project Lead and Associate will be on -call for any questions that arise during the grading period (up to 10 days in length). Includes one day of virtual assessor training with the three assessors and two Talogy staff to train the assessors to read and evaluate candidate IB responses. This includes the provision of all materials in password protected format via a secure site. Assessors will be trained on the competencies being evaluated, the test content, the rating scales and the candidate feedback protocol. The same three assessors will make ratings on all candidates. Assumes City is responsible for acquisition and expenses associated with test facilities, equipment, supplies, and monitors. 6c. Scoring, Appeals, and Cut -score Establishment for IB Test Assumes all data analysis work conducted by our team of trained Data Analysts under the direction of Dr. Ashley Hanks and includes entry by at least two (2) different individuals and verification of all data. This ensures error -free data entry and scoring will be complete within 14 days of last administration (when examination does not include an appeal or a hurdle process) or final determination of the appeal committee. Note: the scores will be provided within 14 days of the end of the evaluation/grading period which will extend up to 10 days beyond the administration date. Given the competency based nature of the test and expert evaluation of responses we strongly recommend that appeals be limited to procedural issues only. Includes analysis and report on adverse impact, validity, and exercise and examination reliability by sub -dimension and overall, item difficulty, item descriptives, and item homogeneity, etc., where applicable. Also includes the computation and report upon all necessary SEE analyses, including but not limited to: N/A ABOVE Provision of IB item analytic/summary data (i.e., response selection percentages, difficulty level, point-biserial) and consultation/recommendations in support of the appeal (i.e., post - exam challenge) process. Includes facilitation of SME appeal review, as applicable. Implementation of any necessary score changes identified based on the appeal process to produce final scores. Generation of descriptive statistics. Analysis of results for each examination process to determine the extent to which group means differ by ethnicity/race and by gender for each classification. o Standardization of exam scores (not to include seniority points). o The addition of Seniority points as directed by the City. o The creation of Eligible List comprised of two parts: Part 1 is 100% vendors exam (s) and Part 2 is Candidate's seniority points. 34 City of Miami, Florida Provision of the list of candidates based on TK, SJT and IB scores (for Lieutenant) in the format required by the City. Feedback notices will be provided to the City for distribution within 30 days of the last administration. The feedback will consist of a written profile of each candidate's performance and a plan for improving performance developed from each candidate's. Assumes all data analysis work conducted by our team of trained Data Analysts under the direction of Dr. Ashley Hanks and includes double entry and verification of all data. This ensures error -free data entry and scoring will be complete within 14 days of last administration (when examination does not include an appeal or a hurdle process) or final determination of the appeal committee. Note: the scores will be provided within 14 days of the end of the evaluation/grading period which will extend up to 10 days beyond the administration date. Given the competency -based nature of the test and expert evaluation of responses we strongly recommend that appeals be limited to procedural issues only. Includes analysis and report on adverse impact, validity, and exercise and examination reliability by sub -dimension and overall, item difficulty, item descriptives, and item homogeneity, etc., where applicable. Within 14 days of last administration. Also includes the computation and report upon all necessary analyses, including but not limited to: Generation of descriptive statistics Analysis of results for each examination process to determine the extent to which group means differ by ethnicity/race and by gender for each classification. Standardization of exam scores (not to include seniority points) The addition of Seniority points as directed by the City. Creation of Eligible List comprised of two parts: Part 1 is 100% vendors exam (s) and Part 2 is Candidate's seniority points. Provision of final list of candidates based on TK, SJT and IB scores (for Lieutenant) in format required by the City. Feedback notices will be provided to the City for distribution within 30 days of the last administration. The feedback will consist of a written profile of each candidate's performance and a plan for improving performance developed from each candidate's scores. The feedback will be specific to each candidate and only provided to candidates completing ALL phases of testing. Assessors will independently rate candidate performance but will work jointly to provide feedback comments for the IB. All analyses and results will be included in the Final Report in sufficient detail to assist the City in developing future training programs for promotional candidates after each exam for each classification. 35 City of Miami, Florida 7. Final Project Report Talogy will provide a Final Report in camera- ready, and password protected electronic version within 60 days of the final test administration for each positron. $10,000 $14,520 8. Post Administration Support Talogy will provide three (3) eight (8) hour days of post-test consultation inclusive 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 NO work as necessary. Talogy further agrees to appear on the City's behalf as NO ADDITION an expert witness in the event of any litigation arising from any of the ADDITIONA AL examination processes for each classification. Talogy agrees to appear for a total time of three (3) days up to eight (8) hours per day without any additional financial costs to the City and be responsible for transportation, lodging, and meals. L CHARGE CHARGE TOTAL $121,645 $214,089 The prices in this table include all Talogy and assessor travel and represent more than a 25% discount off our published Government rates. Additional Notes I Invoice Schedule: Talogy will bill monthly upon approval of the City of Miami. All proprietary materials or templates used to provide the services requested as part of this project will remain the intellectual property of Talogy. This includes job analysis task lists and surveys, and all materials associated with Talogy's proprietary examinations including administrative materials, scoring protocols, and data/reports related to our normative candidate and incumbent databases. All other client -specific data and information (i.e., job analysis data, reports, tests and exercises, scores, and feedback) must be maintained in strict confidence to preserve test integrity and security. Our clients are given a reproduction license to cover the contract period and requirements (i.e., number of candidates), but may not make any information available to third parties without written permission from Talogy. Our cost estimate has been derived using discounted consultancy rates and estimated hourly commitments to complete the proposed project based upon a) the scope of work outlined in the SOW and b) the timeline(s) presented. If either the scope of work or timeline(s) are changed, a modified cost proposal may be required. Our estimates are based upon volume of work and related cost savings. Therefore, additional contract work may be conducted at slightly different rates. The cost estimate includes communications (telephone and fax) and general overhead. The cost estimate excludes acquisition and expenses associated with test facilities/equipment, monitors, and assessors. Finally, the cost estimate excludes litigation support services or related activities, except where explicitly noted. Should litigation support services or work beyond project scope be required, the fee schedule in effect at the time the additional work is requested will be used to negotiate rates and policies. 111 Talogy's daily consultancy rates cover salary, benefits, rent, utilities, insurance, shared corporate services, and general operating costs. Talogy's current litigation fee schedule is attached. 36 City of Miami, Florida Talogy Engagement Agreement for Litigation Support and Work Beyond Project Scope Effective January 1, 2024 1. Litigation Support Any activity proposed during the course of the contract, 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 or Civil Service Board 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, Talogy bills by the hour, at rates commensurate with the skills of our staff, as set forth in the Fee Schedule below. 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 50% of our standard hourly rates. No surcharge is added to out-of-pocket expenses. STAFF LEAD TESTIFYING/CONSULTING EXPERT ASSOCIATE TESTIFYING AND CONSULTING EXPERTS HOURLY RATE $600/HOUR $450-$500/HOUR SENIOR STATISTICIAN/DATA MANAGER $350-$400/HOUR PRINCIPAL CONSULTANTS/MANAGING CONSULTANTS/DIRECTORS CONSULTANTS AND SENIOR CONSULTANTS ASSOCIATE STATISTICIAN ASSOCIATE CONSULTANTS AND SENIOR ASSOCIATE CONSULTANTS ADMINISTRATION $350-$400/HOUR $250-$350/HOUR $250/HOUR $150-$250/HOUR $75-$100/HOUR Note: The "Talogy Engagement Agreement for Litigation Support and Work Beyond Project Scope" in effect at the time the additional work is requested will be used to determine rates and policies. If there are any questions about bills or requests for additional information, these questions or requests should be forwarded in a timely manner. We will assume that if no questions or requests have been made within 15 days of receiving an invoice, the charges have been accepted as stated on the invoice. 2. Work Beyond Project Scope Any activity proposed during the course of the contract, that: a) falls outside the scope of activities covered under the existing contract, and requires any substantial use of consultant 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 consultant and client, and the existing contract will be amended, in writing, or a new contract will be entered. Whenever possible, activities subject to this requirement will be identified by Talogy and approved by the client, in writing, before performing any such activity. 37 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 $500,000.00 for bodily injury caused by disease, policy limit 38 City of Miami, Florida (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 less than "Class V" as to financial strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and/or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 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. 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. 39 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 CEO (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 14th day of May , 2024. Talogy, Inc. A(n) New Jersey By: Print Name: Stephen Tapp (Sign) Title: CEO ("Provider") (State) Corporation 40 Print Name: Christina Gibson Corporate Secretary (Affix Corporate Seal) A CM fl CERTIFICATE LIABILITY Ifll� IVE DATE.,, u-_, :v'�ar, C6,__,_. THIS CERTIFICATE 18 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER_ THIS CERTIFICATE DOES NOT AFFIRMATIVELYOR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW_ THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS'', AUTHORIZED REPRESENTATIVE CIR 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 this certificate does not confer rights to the Certificate kidder in Ilea of sLrch end crsernent[5). PRODUCER FI,as-1 Rim. 8 I nsuralre Services CA LiDanse 4E43 i 1543 633 Vli. 'fifth Streel, Suds 1200 Lcsl4d1JJeies, CA 90071 Ch102335C19--EOCr- .-24 _ ]N-a.:: T "w = =HONE FAX 'A C. No. Exl'=: IAdC No): =CIA, ADDRESS INE VRERr S.• A=F 3RDIN 3 CC'.. ERA 3E MAIO I uraUI>ER.A _Tr]uax r.;=cr )2Lr39 2.E CC 20494 INSURFJI abgy, MG. 611 N Braid 6ouleroara, 1t7fl5 Flcor Glendale, CA 91204 MSUPER B.: WA k k INSURER C: National rue 1I!rae of 1-a1Yad 204 e. MEUPFAC: Litertr 5urziLs Ir urance ar moon 187- MEUPER E : MSUPER F : COVERAGES CERTIFICATE NUMBER: LO55-082666163-O4 REVISION NUMBER: 4 THIS 13 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOVli HAVE BEEN ISSLED TO INDICATED. NOTWITHSTANDING ANY REOU REMENT TERM OR CONDTI ON OF ANY CONTRACT CERTIFICATE MAY BE ISSLED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES EXCLUSIONS AND CONDITIONS OF S1 ICH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDIIOED BY THE INSURED NAKED AEc7VE FCIR THE POLICY PERKCO OR OTHER DOCUMENT 41.11TH RESPECT TO INHICH THIS DESCR'^^BED HEREIN 5 S4lBJECT TO ALL THE TERMS, PAD CLAD MS. NuR LIP TYPE [7F M51NkANCE ADM N#D SUER W' POLICY NUMBER POLICY EFF tHMrDD�yr{ POLICY EXP MMrDD.YrrY1 L'� -� A X CfiYYERDLALOENEPr1LUi ILJTY -C 31 c_ '.- C ` ` \ 4�\���„/// .• DE ` ?i .. ? ®� JLIED /1 •^ ✓ 7E °:: _':'_- EACHOCOURREHCE _• 1 ,043 •Ci.,*lJ43i41.inE x OvvLF DAMAGE TO RENTED PRE !Ea occurrence -1,DDD,000 EKE' (Arr1 one person _ 15;�0 R:ONAL6AL° INJURY 1:::LS{l[I :-E:YL AGGREGATE LJMIT APPLIES FEB POLICY OTHER: --- OTHER: ",ERiAL15GGRECaITE _ - ---, ==: JJLT3.-COMP.+GP AGE. i _ __:.4U .,YrIPiedTOI31 _:.01C A AU1rOYOI�ELIABILITY X _ ANY+SLrfo os,JED ,_-_^C-NLY - °E' CSI- EDL -=. ....LIMO NON -VANE: .i1JTuC =, _.° -.:.392785d - /1 -` N O OI `� O Sri, i W 1r 9 pt': ---- 9l�FED3IHGLE LIMIT EC xddenFj ::'KM B LY INJURY Leer perspn _ E CC _1'INJURY(Perarcde,: _ =R: rERTYDAk1RGE .Fsr ao�ienkl - - UYBRFLLA LIAR EXCESS LIRE OC=:_.F CLNMi3.f:iLE �/11 EACH OCOUFREN GE : AGGREGATE _• CEO RE-EYTILDN# _• A WORKERS CO FENSAT'IDN AND EY PLOYERS' LIABILITY RR='GR°PARTNERSICECU T'eE GF=ICERPIEa 2ER.E{CL_CEG' [Marriatorp In NH) Ir'p3, nescrtrt nler DEBGRIPTION G. OFFERATEDNC below Y1 N h NIA 78.'33827868 (CA) iC•3382?9?1 13 '01,'2R23 [y6r01,�2[t2'3 06.131.12824 o61Rir2rJ24. PER 3TI4TAJTE C--- ERAWF-R• EL. EACH AGC�IDENT I 1 ---'MU El_ DI3EA E-EIEMPLOYEE 4 1 - -: 0813 El_ Dl8EAZE-POLICY UM IT i 1.033,60U D C}bEErrarsA Omissions EXCAA55T2rXd3 136101.21:0 ;E ''e:=? Limit _ -..... - 5:00010][I 250r JU DESCRIPTION OFOPERA-DONS 1LCOATI ONE i VEHICLES (ACORD -(f. A;dd151unrlRemarks 3e6adiir, nkaytrtaCiaohod II Mora 1111100 kraqliked) "� ty -f Miami E• ndudet1 r -CCitk i l l"Er.red 51 irIed iirllen ail l_ J S4llh, 12I Gana, I Linn arc AJI^ L - .. This inara ne is aid -o- -'" : _': - :. _' , ,E.Ni re.ra oe a1IC .-.l :, _ � real' � reseed r � P''T1r+'1' - i"r rec to tabu tty thin a;. c ne aperaGars cf CI* rr.Imed Air=l red a. tied to poi icy i rrs and manors will rased I C Geler'a1 Lobiity and .Alto LiVi l rlr. 1.1.1a. a' :.:..: •:. _ 7' :' :::: :_-,:, a ,.tore 'E ' i EI try, ... .:al •}jntrxi and s_izec i0 x.i j'Ierlrs and oorrdtio- r=_ with reepEG.:0 °.1.0:.1H5 CkJtre . 5 ti©n. CERTIFICATE HOLDER CANCELLATION City ofMiami 4448AV.2ndAvenue, 113th Ficor, Burr., FL 3,31311 SHOULD.6.HY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION t]&TE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. A._ THORIZED REPRESENTATIVE {VI rlla-sn Filer & Insurance S vk e ACORD 2.i' 12016103) rya 1988-2O16 ACORD CORPORATION. All rights reserved_ The ACORD name and logo are registered marks of ACORD From: To: Cc: Subject: Date: Attachments: Ouevedo, Terry Carbonell, Aileen; Gomez Jr., Francisco (Frank) Aviles. Yesenia RE: PROCUREMENT INSURANCE REVIEW FOR TALOGY INC COI Monday, June 12, 2023 10:08:09 AM image002.pnq Aileen The COI is adequate. Regards, City of Miami Risk Management Department 9th Floor 444 SW 2nd Avenue Miami, Florida 33130 (305) 416-1641 Office (305) 416-1710 Fax TquevedoPmiamigov.com :S�rarury, gora.e.6,9, 7z400norsCcr9 arvr From: Carbonell, Aileen <ACarbonell@m amig-Wcom> Sent: Monday, June 12, 2023 10:06 AM To: Quevedo, Terry <TQuevedo@miamigov.com>; Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Cc: Aviles, Yesenia <YAviles@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR TALOGY INC COI Good morning, Please find revised certificate attached per your request below. Should you have any questions or concerns, please do not hesitate to contact me at information listed below. Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarboneMmiamigov.com Website: https://www.miamigov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community" Mission: The City of Miami Department of Procurement's mission is to ethically procure quality goods and services, design, construction and construction management services at the best value for the City, while providing excellent customer service, process efficiency, transparency, fairness, competition, accountability, and maintaining public trust. Click on or scan the QR Code to register as a new vendor forrttlefity of Miami. a `p Please consider the environmene printing this e-mail. Ni-- CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. From: Quevedo, Terry <TQuevedol@miamigov.com> Sent: Thursday, June 8, 2023 9:21 AM To: Carbonell, Aileen <ACarbonell(@miamigov.com>; Gomez Jr., Francisco (Frank) <FGomez(@miamigov.com> Cc: Aviles, Yesenia <YAvilesl@miamigov.com> Subject: RE: PROCUREMENT INSURANCE REVIEW FOR TALOGY INC COI Alleen Please provide Primary & Non Contributory endorsement. Thank you City of Miami Risk Management Department 9th Floor 444 SW 2nd Avenue Miami, Florida 33130 (305) 416-1641 Office "NO (305) 416-1710 Fax ` TquevedoRmiamigov.com �V -Serer y, geeet rc&ry, a�rd 7 c r met V From: Carbonell, Aileen <ACarbonell@miamin.co0 rr Sent: Thursday, June 8, 2023 9:09 AM ���i ��// To: Gomez Jr., Francisco (Frank) <FGo ' •)miarr�ingbv.com> Cc: Quevedo, Terry <TQuevedoPm yi coy ' ; Aviles, Yesenia <YAvilesPmiamigov.com> Subject: PROCUREMENT INSURANCE REVIE FOR TALOGY INC COI Importance: High Good morning, Please review the insurance attached at your earliest convenience and advise if adequate according to insurance requirements contained therein. Thank you! Kind regards, Aileen Carbonell, MPA Procurement Assistant Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Office: (305) 416-1922 Facsimile: (305) 416-1925 Email: acarboneWmiamigov.com Remit W9 to: PurchasingSupplierAdminsPmiamigov.com Website: https://beta.miamigov.com/Government/Departments-Organizations/Procurement "Serving, Enhancing, and Transforming our Community` CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Nfrf Due to Florida's very broad public records law, most written ce u . nications to or from City of Miami employees regarding City business are public records, available to th- .. c aIld media upon request. Therefore, this e-mail communication may be subject to public disclosure. L ` Q Q� P 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 5/14/2024 Date: Procurement Requesting Client (305) 416-1907 Telephone Legal Service Requested: matter 24-1211: Professional Service Agreement with Talogy, Inc. for promotional testing services for Police. 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 Olivera, Rosemary From: Gandarilla, Aimee Sent: Thursday, May 30, 2024 9:47 AM To: Hannon, Todd Cc: Olivera, Rosemary; Brown, Sadie; Mickens, Tania Subject: PSA for promotional testing services for Police Department with Talogy Attachments: PSA for promotional testing services for Police Department with Talogy (matter 24-1211).pdf Good morning 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, Qunee candaratta Procurement Assistant City of Miami Procurement Department 444 SW 2' Avenue, 6thfloor, Miami, FL 33130 P (305) 416-1906 F (305) 400-5073 E agandarilla@miami.gov "Serving, Enhancing, and Transforming our Community" i