Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
8
THE CITY OF PLEASANT LIVING To: FROM: DATE: SUBJECT: BACKGROUND: Amount: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM The Honorable Mayor & Members of the City Commission Steven Alexander, City Manager Agenda Item No.: '6 April 3, 2018 A Resolution authorizing the City Manager to enter into a multi-year agreement for the purchase of a Use of Force Simulator from TI Training lE, llC for the Police Department. The Police Department has been looking for advanced technology driven training solutions to provide a more efficient and effective training environment for officers. The TI Training lab provides real life scenario based training which includes force training, less than lethal and de- escalation. This training system provides the ability to utilize current weapons systems which are deployed within the Department, thus providing the most realistic scenario based training system. This system allows officers to utilize less than lethal options and de-escalation techniques. The purchase of this training system and extended warranty will provide maintenance and technical support over the course of the next 4 years and includes a new computer, projector, detection camera and refurbishing all lasers and recoil kits. This system is portable and can be set-up in numerous environments. This purchase will also be made utilizing a piggy-back agreement from Miami Dade County contract # EPPRFP-0048S. The Police Department also wishes to extend this experience to the public to provide a platform to come closer with the public it serves. Creating a greater understanding of the difficult environments officers encounter and the need for on-going training should create dialogue with the community. Not to exceed $67,000 THE CITY OF PLEASANT LIVING Account: ATTACHMENTS: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM $66,035 for total cost of products and service, the initial purchase and services will be charged to the following accounts, $40,000 to account 615-1910-521-3450 (Federal Forfeiture Contractual Services) current balance of $114,061 and $15,535 to account 615-1910-521-5205 (Federal Forfeiture Computers) current balance of $30,000. The extended maintenance and technical support will be budgeted over the course of the next 3 years for a total amount of $10,500 from Federal Forfeiture account 615-1910-521-3450. Resolution Training LE Quote Piggy-Back Contract w/CSM & TI Miami-Dade Contract Miami-Dade RFP TI Simulator Information Package 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 RESOLUTION NO. _______ _ A Resolution authorizing the City Manager to enter into a multi-year agreement for the purchase of a Use of Force simulator from TI Training LE, LLC for the Police Department WHEREAS, the Mayor and City Commission wish to purchase a Use of Force simulator for the Police Department, and WHEREAS, this purchase will provide scenario based training in use of force scenarios and de- escalation tactics; and WHEREAS, the TI Training simulator will provide training in accordance with Federal, State and Local laws in regards to Use of Force/Subject Resistance; and WHEREAS, the City of South Miami would like to piggyback on an agreement already in place with Miami-Dade Police Department with TI Training LE, LLC that was competitively solicited; and WHEREAS, the City of South Miami would like to enter into a multi-year agreement with TI Training LE, LLC for extended warranty and service; and WHEREAS, the Police Department would like to provide demonstrations to the residents, business owners and employees on scenario based training so a greater understanding and bond is created with the community; and WHEREAS, the TI Training Simulator has been reviewed and tested and is fully expected to meet the needs of the Department; and WHEREAS, the total cost of this product and services will be; $66,035, the purchase and services will be charged to the following accounts, $40,000 to account 615-1910-521-3450, Federal Forfeiture Contractual, $15,535 to account 615-1910-521-5205 Federal Forfeiture Computers and the extended maintenance and technical support will be budgeted over the course of the next 3 years for a total amount of $10,500 from Federal Forfeiture account 615-1910-521-3450. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA: Section I: The recitals set forth herein above are adopted by reference and adopted as a part of this resolution. Section 2: The City Manager is authorized to purchase these products and services from TI Training LE, LLC. from the 2017-2018 budget and enter into a multiyear agreement for maintenance and technical support. Section 3. Severability: If any section, clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, this holding shall not affect the validity of the remaining portions of this resolution. Section 4: This resolution shall take effect immediately upon approval. PASSED AND APPROVED this __ day of ______ " 2018. ATTEST: APPROVED: 54 55 56 57 58 59 60 61 62 63 64 CITY CLERK READ AND APPROVED AS TO FORM, LANGUAGE, LEGALITY AND EXECUTION THEREOF CITY ATTORNEY MAYOR COMMISSION VOTE: Mayor Stoddard: Vice Mayor Harris: Commissioner Liebman: Commissioner Gil: Commissioner Welsh: 22SE I I NEIGHBORS I SUNDAY MAIKH 2S 2mB MrAMlHERAw.cOM Public Meeting Notice East-West Corridor Rapid Transit Project SR 836iDolphin Expressway flDm MiRmi Imcrmodal Cet'lter (MIC) al Mi<lmi InternatiorWI Dtirport IMIA1IOSR 90/US 4.1/SW 8 th Street at SW 109111 Avellue/ Florid<llntematlonal UniverGity (FlU) The Department of Transportation and Public Works (DTPW) has scheduled two Corridor Workshops for this project. The study consists of evaluating rapid transit alternatives, It will also include transit stationS/stops and park-and-rjde/transit terminal facilities. The meetings will be held from 6 p.m. to 8 pJTI.on: Tuesday, April 10, 2018 st. Oominlt;. Cathol~ Churc:h 5909 NW 71 h Street Mlam~ FL 33126 ". Thursday. April 12, 201.8 FlU Modesto A. Maldlque camPIIS Wertheim Conservatory (WC)1.30 11.200 SW 8"'Street Miami, Fl3l199 MIAMI.DADEt f!il!lm P"b/fc participation at (his ml)ellng is <cUCjt.,d without reif;3rd to race, color, ~arjc"al origi". age, gender, ""igion, 'ljQlhiJ,~y ar lamUy status_ Pun;""n, to the provisions of tile Arl'l(Iric"ns with Disabilities Act, any peeso" r<lqu!rlnli SsYe'Ci<1i a~commodati<Jns to particfpato ill Chis public meeting is asl!ed to advise UJG agene;: a! ler.!St 1 days betore tile public; meeting I>YCOllwcfing: Mf,rCDS ortega· (tSB) 469·5225 oUr. wrltmg:DTf'\.v, 701 NW 1" Court 17 Floor. Mi1>mi, FL 33136, email: MaI1:Qs.Orteg<rilimlamIMde.gov.lfyoUi1<lveaspeecl!impedimentQr5.F.lliJrd of Maring plB/!Sli co,m.c til,.; ags"cy using the Florid" R",!aj' Se",ke, .1(800) 95;;"8771 (TOD) os 1(800)95!.>-8 no (,""!eel 11 ~ #MiamfSMARTplan SMA!UEastWest@miamid<lde.gov ~www.miamiSMARTplan.C(lm ~. f~ !:(.zj~t \,;,;;;;;,(1 "=,,Y CITY OF SOUTH MIAMI COURTESY NOTICE NonCE IS HEREIn: given (hill 1he CilY Cumllli~sion of the City of South .Vliaini, Aoriua will mnUu('1 Pllbli~ Ikaring(s) ~l il~ rcglll:tr City Commission mcrling scheduled Ii)r Tue~.Iay, April }, 2l1l~, beginning ill 7:(j(J p m., In 1he' Cily Commbsion Chmnb~r" fil31J SUlIsrl Drive, l\) (I)[jsidc!' the following ill'm(S) ( i\ R"",,l,n;on "ulh"'i'_m,~ lb,-C.ll~ M. 'm~~er \0 e!Her illt" a IDnlti.->Wll' ,.,".cemellt 1m ~L" purcha,c .. 1 ,l L',", ,)/' h,,-.:c "lJLulalO, [nun Tmmmg Lie, l.LC 1".-;h~ p,}ltc~ D~pu.I"'m! A R",,,lulinn Ill'l'ruVlllg" $pecml b.'Cepl",,,,n;)!' Iu 1111.", ,1 P"'IC"! "'llnn lhe TODD \;\HJ-~I "fmn," IJ'~n 10"[ 1*1 'tQ,i~, "w] more' UWIl -t1l,QilO ,~""',' f~"L f,y lh~ l'j"p"'ty 1""alc .. I"1 6075 SW 7~"" SlreeL ;\ Ro_'"I'tt"'" «1~utL,e. ,,, a '-~r;'ul\" 3ppll<otI"" t" WJLlC~ lht iUllPUr!l c~-I.'I',. .... -J parkin!, '1"'00' fur ~ m",_d_",. buddi"g I"",,,c"'] "t ~Ll75 SW 72'" S"WI, An 0rui"'IlIc'C "mend'Ltg th~ Ol)"-;,Ll Zn"mg M"l': mu,,.,,,lin/! Ihe ,ksigmllj"n •• r Ihe In'nh~rn p"fI"'" or th~ r"'peny lncated.l ';075 SW 72'" Slro~t, fHlm ',ODD lML--4J" tn "TODD (MlI-5l"'. .\" O"h,,,,,,c,, ~,I.'r!mg an am,'nd"'''''tl<' 111~ Cnmrrdl<",i'·~ PI:L" ,,, "",<ml lltt fU!l"" laml"", <'''!C~''',V '"P;"k; "",I 0poo11 SP.1CO"' "ud Iv mncnd 11l~ Pm"r" l.aud I.'", )1.1"1' "r th" C"mJ'f"h'''l'''·~ Pla"_ t" ,,1~"l1ry tll~ an,,, I,,,,,,t.-'d uuM, the Metn"ml. ;n{'hhll~ the U"dc:rlmo Ime'" pork, a, ran .,r the C!!;-"~ l".Th, "",I Open Spac", "",I AuUw'!I.t"g TraIl>m;ua] w tho FI"rId. Dopnrtm<'nl "I Eo"m"",,; Opp"rtuJtLly ami R~"i~'" A~on"i~, ALL i\l!rw~lcd p~l1ic~ arc illvit~d!O ~nrlld ~niJ will br bcurJ F.)r further inlonnation, plc~~e c'OJl(1td the City Clerk'" 01lke ~1 305-rii,3--f1340 Maria M. J\-1cncnJ~,-" CMC CityCkrk l'ur,'\I~n1 I" Florid" S1:ltu\<'.' ";~6.0105, IIIn CIt;.-h~rc-hy :luI'i,", Ihe p"hlk tho1 if" 1"'r:<"11 .IL'riM, t" "prc'~ ""_' ~,,,,;,i(>n "",de hy 1fJl; B,,,",1. '''!'''''''} ." C,'mmb",,,, v;Ilh ,,:spee( 1" .II~' umltc' """iJ~r'-"<l at II, meeling "I Jlcanug, he "r 'ho WIJ] n~"d" "'~"rJ of tbe' p,""ocdmg', ,Old that !nr ,,,chpurp"w, ntre.;!ed P"""u In0Y need I" ~"""'!e' tll,n a verb,,,;,,, ttO<'Id nflhe l'n,,"",eJillg, I, ll,",l" "']11<'), l'",,,,J inciuuc, I)".' IC!'LUll"n) ~IlJ ey!Jen'~ UP"" whietl Ih" "P1'oal], 1.' I", 1> .. ,,'<1 MIAMI DAILY BUSINESS REVIEW Published D~iiy excep', SalcJrday. Sunday 8Tlct Legal Holidays Miami, Mlar'll-Dade County, Florida STATE OF FLORIDA COUNTY OF MIAMI-DADE: Before the undersigned authority personally appeared KESHA BASSUE, who on oath says that he or she IS the LEGAL CLERK Legal Notices of the Miami Daily BUSiness Review flkla M" m-R . 18 I eVl8w, a daily (except Saturday, Sunday and legal Holidays) newspaper, published a\ Miami In Mi_ami-Dade COllnty, Florida: that the attached copy of advertisement, being a Legal Advertisement of Notice in the matter of NOTICE OF PUBLIC HEARING CITY OF SOUTH hIiiAMI-APR 3, 2018 in the XXXX Court, was published In said newspaper in lI.e ISsues of 03123/2018 Affiant further says that the said Miami Daily Business ReVie_w IS a newspaper published at Miami, In said Miami-Dade County, Florida and that the said newspaper has heretofore been continuously published In said [Vliami-Dade County, Florida each day (except Saturday, Sunday and Legal Holidays) and has been entered as second class mail matier at the post office In Miami in said Miami-Dade County Flori,da for a period of one year next preceding the firs; publication of the attached copy of advertisement and affiant further says that he or she ha~ neither paid nor promised any person, firm or corporation any discount, rebate, commission or refund for the pllrpose of securing this advertisement for publication in the said newspaper. Sv.:orn to and sUbscribed before me tC,IS 23 day of MARCH, AD, 2018 CDn @11' S@UTH M!AMI iWI@"i!'!CE @Ii' PU~Il.I© Ilt1"AIl'iiIM@ NOTiCt: IS HEREBV given that the City Commission of the City of South Miami, Florida will conduct public Hearing(s) at its regular City Commission meeting schedUled for Tuesday, April 3, 2018, beginning at 7:00 p.m., in the City Commission Chambers, 6130 Sunset Drive, to consider the fo1\owing item(s): . 6: Resolution authorizing the City Manager to enter irito a mUlti-year ) agreement for the purchase of a Use of Force simulator from Training LE, LLC for the Police Department. . A Reso\ution approving a Special Exception so as to allow -a project within the TODD (MU-5) of more than four (4) stories and more than 40,000 square feet for the property located at 6075 SW 72nd Street. A Resolution relating to a variance application to reduce the amount of required parking spaces for a mixed-use building located at £075 SW 72nd Street. An Ordinance amending the Official Zoning Map; amending the designation of the northern portion of the property located at 6075 SW 72nd Street, from ''TODD (MU~4)" to "TODD (MU-S)". An Ordinance adopting an amendment to the Comprehensive Plan to amend the future land use category "Parks and Open Spac,e" and to amend the Future land Use Map of the Comprehensive Plan, to identify the area located under the Metrorail, including "the Underline linear park, as part of the City's Parks and Open Space, and Authorizing Transmittal to the Florida Department of Economic Opportunity and, Review Agencies. ALL interested parties afe invited to attend and will be heard. For further information, please contact the City Clerk's Office at 305- 663-6340. Maria M. Menendez, CMC City Clerk Pursuant to Florida Statutes 286.0105, the City hereby advises the public that if a person decides to appeal any decision made by this Board, Agency or Commission with respect to 'any matter considered at its meeting or hearing, he or she will need a record of the proceedings, and that for such purpose, affected person may need to ensure that a verbatim record of the proceedings is made which record includes the testimony and evidence upon which.the appeal is to be based. 3/23 18'115/0000305989M Judgmental Use of Force Simulator Quote Prepared Exclusively for South Miami Police Department March 6, 2018 Captain John Barzola Administrative Division Commander (305) 663-6313 jbarzola@southmiamifl.gov Ti Training LE, LLC 4680 Table Mountain Drive, Suite 150 Golden, CO 80403 Rick Guilbault Rick@titraining;com 602.326-6207 Mobile 303.414-3558 ext. 222 Office 1.800.634.1936 303-414-3556 Fax "The Strongest Element in Training" 4680 Table Mountain Dr. #150 Golden, CO 80403 www.Titraining.com 800-634-1936 Training Lab STANDARD FEATURES: Turn Key System -Permanent or Portable Configuration ITIl Desktop Computer (permanent) or Laptop Computer (portable) ITIl Windows Professional Operating piatform ITIl 22" Flat Panel Monitor, Illuminated Keyboard & Optical Mouse (permanent) ITIl Training Lab software with updates for life of system IIil System is Self-Calibrating under any lighting conditions ITIl True High Definition Video Projector (1920 x 1080) 2800+ lumens high IIil Adjustable Lowlight Capabilities ITIl 5.1 Surround Sound Speaker System (permanent) ITIl Exclusive Scenario and "On-the-Fly" 3-D Audio IIil Scenario Editor Software for creating custom scenarios ITIl Projection Screen, HD -16x9 Aspect Ratio (12'x6'11")with Case ITIl Up to 6 Independently Detected Devices (e.g. 6 Separate Shooters) ITIl PiP -Recording and Playback of Trainee -Audio and Video (Camera) ITIl Training Scenario Library 700+ pre-loaded ITIl New Scenarios (15-20 every 6 months) for life of system ITIl Baton/hit/kick Branching IIil 1 -Remote System Instructor Access Tablet ITIl 1 -IR Flashlight ITIl 1 -Recoil kit for Glock 22, includes one magazine (weapon not included) ITIl Report Generation wi Template Designer ITII 1 Year Warranty -Extended System Warranties Available Price for Turnkey Training Lab Simulator -$37,800 TRAINING IIil Full Color Operations Manual ITIl Service manuals IIil Videos on the DVD and desktop for refresher training « Simulation Room Setup « System Setup « Calibration « Run Screen menus and options IIil Airfare, lodging, and 2 meals per day for two instructors to attend the 24-hour Master Instructor Course in Golden, CO IIil 2 Free seats in the 24 hour "Master Instructor" class, Golden, CO annually IIil Onsite training available for $3,500 "The Strongest Element in Training" 4680 Table j1'Iountain Dr. #150 Golden, CO 80403 www.Titraining.com 800-634-1936 REQUESTED ACCESSORIES Description Unit Price QTY Total Recoil kit for Glock 22, includes one magazine (one included with the $2,350 1 $2,350 TrainingLab)Jweap_on not inciudedL Recoil Kit for Glock 23, includes one magazine (weapon not included $2,350 2 $4,700 Recoil Kit for AR15, includes one magazine (weapon not included) $2,350 2 $4,700 TASER X26P with one Laser Cartridge $1,980 2 $3,960 Shotgun Adapter with Laser $1,260 1 $1,260 C02 Refill Tank and Nozzle for Recoil Kits $765 1 $765 Total for Accessories $17,735 Turnkey Training Lab Simulator $37,800 Requested Accessories $17,735 Price for Turn Key Simulator with Accessories $55,535 Maintenance and Technical Support for initial three-year term Total Year 2 $2,777 Year 3 $2,777 o f 'r:!110na IY t R ears 0 enew Maintenance and Technical SUllport Total Year 4 -During the 4th year, the Contractor will replace the CPU (computer), $4,946 projector and Hit detection camera, and will refurbish or replace all lasers and recoil kits Year 5 $0 Terms: Net 30 Partial shipments and partial invoices accepted. "The Strongest Element in Training" 4680 Table k[ountain Dr. #150 Golden, CO 80403 www.Titraining.com 800-634-1936 [TIl Training Training Lab® An interactive use-of-force and firearms simulation system that allows for total training customization. Training Lab Standard Features • Windows Professional operating system * Microsoft Office -to allow for full multimedia presentations • High definition video projector native 16 x 9 format, 3600 lumens * Projection screen standard size 12' X 6'11" • 5.1 surround sound speaker system • 22'flat panel LCD instructor monitor * Keyboard & optical mouse " Low light feature, adjustable light conditions on any scenario " Self calibrating without the need for hand held devices * Operates in ANY light conditions for safety and instructor control * Scenario and "on-the-fly" 3-D audio effects (library included) * Audio controls located on instructor monitor " Customizable trainee report generation " After-scenario debriefing, allows multimedia files to be viewed " Picture in picture (PiP) in full color and audio for viewing on replay * Pause, play, restart and stop functions during scenario play "Pause, frame forward and frame back controls on debrief replay * Digital scrolling capabilities in the replay video "Zoom in during debrief for viewing shot accuracy "Capable of creating scenario "playlist"with save and recall function * RF keypads can be integrated at no additional software cost "Training scenario library 800+ native HD scenarios preloaded "Free HD scenarios for the life of the system (15+ each quarter) * Skill builder shooting drills in graphic applications pre loaded * 12 Month warranty -includes 24/7 support line and loaner system "Instructor training * see training description Simulation Product Configuration All of the Ti Training" products come in two configurations; a portable version, or a permanent mounted system. Each has their advantages depending on your facility and training needs. Your sales person will work with you on the best configuration with pricing options to suit your budget. Both configurations have the same computer, screen, speakers, keyboard and mouse. The cube is durable and portible, and is 100% COTS. Both systems can be configured for live fire. Both configurations come with an HD free-standing screen, standard size has viewing area 12' X 6'11" and comes in a storage/travel case. Options include a pull-down screen, wall-mounted or electric drop-down screen and can range in dimension from 6' -16' Wide, depending on agencies requirements. Permanent Installation * Longer PIP USB cable 18' * Longer projector/camera cables SO' * Longer speaker cables to fit the room * Ceiling mounting hardware for cameras and projector * Screen option, wall, free standing * Optional iPad'M remote operation * Optional larger touch screen monitor (does not come with the 2 storm cases) Portable Configuration * Two storm cases * PiP USB cable 8' * Projector/camera cables 25' * Standard 5.1 speakers with cables * Screen is portable with legs and case * Sets up & calibrates in 15 minutes (does not come with ceiling mounting hardware) Simulation Devices The Training Lab· can accomodate any device you are currently using on the street. We are very strong proponents of training with any device that is available to you in real life. Hit/Kick/Baton Branching Instructor driven branching that shows the appropriate on-screen reaction to a strike, should the student feel that was the correct force option. X-26TASER® This non-firing weapon is manufactured byTASER forTi Training". The device has the real laser sight and countdown timer and the cartridges have 2 lasers at an 8 degree spread. A real TASER cartridge can NOT be fired by this "safe" weapon. The operator can force fail this device to facilitate a transition drill. TASER X2® I Laser Cartridge Manufactured byTASER forTi Training, this is a two cartridge kit (each cartridge houses 2 lasers) that works with your existing LIVE X2. Once inserted, these smart cartridges interact with the Training Lab system. All the functionality of the Live X2 is available in simulation with the Training Lab. OC Spray Canister Realistically sized and shaped, this pulsing laser canister fits into standard duty gear OC holsters. With this non-tethered device, the operator can force fail this device to facilitate a transition drill. Live Fire Upgrade Ti Training is extremely proud to offer the latest in innovation in live fire simulation training. With no need for a specialized screen, the only additional hardware required is a live fire laser added to the rail of your weapon. This allows for low cost and reliable live fire training. Lock Back Counting Magazine for Glock Full Size Pistols and AR Rifles (includes 2 magazines) This is a recoil kit that is exclusively offered byTi Training·. The kit drops into any Glock or AR style rifle without any permanent modifications. Recoil is powered by C02 in the magazine and the kit counts rounds fired until empty and will lock back forcing a reload drill. This kit can also induce a force failure drill. Additional Counting Magazines available for $300 each. Handgun Recoil Kit wi Laser This recoil kit is a drop-in kit with no modifications for the weapon (the weapon is not included). The recoil cycles the weapon and is powered by C02. The weapon does not lock back when empty. Rifle Recoil Kit wi Laser This recoil kit is a drop-in kit with no modifications for the weapon (the weapon is not included}. It recoils the weapon and is powered by C02. The weapon does not lock back when empty. TL-270 Dry Fire Laser Insert for Handgun This is a drop-in dry fire laser for a double action handgun. The laser simply drops into the barrel and when the trigger is pulled the firing pin sets the laser off. The Training Lab will detect exactly where the laser hit. This laser works well with the Glock resetting Trigger kit, which modifies a Glock weapon into a resetting trigger. Dry Fire Laser Adapter Kits These kits work with the Laser Bullet (TL-270) with no permanent modification and allow dry fire shooting with a variety of guns on the Training Lab. Adapter Kits available: 37mm, 40mm, 308, 223, .45, .44, shotgun & rifle. Also available is a DRY FIRE Kit for Striker Fired, single action guns, such as the Glock, S&W, M&P and 1911. These kits include a laser to slide in the barrel and a magazine that assists in resetting the trigger. f Handgun Training Device This is a non-gun training device and does not require an FFL.lncludes a laser and realistic trigger action, making this gun-like device perfect for applications where a live gun cannot be used. ~ .... J. The"Firing Line" Marksmanship Program This software add-on program will enhance the Training Lab® from a judgment trainer to a true marksmanship training system. It can be customized to include photos of an actual range and targets, as well as an exact Course of Fire with scoring. The program is perfect for Handgun and Long Gun training with environmental and ballistics functions. Training Lab® Self-Paced Software and Additional Gaming Content Packs The Training Lab can be ,upgraded to run in self-paced mode. The trainee can shoot the menu on the screen to run themselves through training scenarios, marksmanship modules and gaming content. All with- out the assistance of an instructor on site, and giving the trainee training trigger time. You can add additional gaming content (Zombies, Bowling Shoot and Cowboy Action) and competition content packages (Bianchi Cup, Steel Challenge etc.) for an additional fee. New gaming titles will be available throughout the year and are available for purchase. Active Eyewear 3D The Ti Training Lab system offers a proprietary module that includes fully branching, high definition (HD 1 08Di) 3D video. The video not only represents true-life proportional height and width accuracy but also adds the element of depth, giving the viewer a fully immersed experience. This type of 3D training provides a realistic simulation and forces the brain to process the perceived information consistent with a real world event. 20+ 3D scenarios come with the system and will be updated for free as we grow the library. 3D CGI graphical background and Live video 3D green screen drills (Hogan's Ally) 2 pair of active 3D eyewear come with the 3D system Auxilliary Device Control Box The wireless control box works with the instructor interface on the Training Lab to turn on and off any device that you have in the training environment. Devices that can be plugged in to this control box can be anything from a light bar, to siren, to fog machine etc. Aim Trace Software Upgrade with Laser This laser drops into any double action handgun with no modification and allows the tracking of the muzzle during a training scenario. This tracking can be played during the scenario debrief. Scenario Editory/Software The scenario editing software allows you to take any video file footage (standard definition or High Definition) and create mUltiple branching scenarios for use on the system. It includes an easy to use and intuitive system for defining scenes, hitzones (for firearm, OC, TASER, etc.) and branching options. Simulation Environmental! Telemetry Remote Instructor Using an iPad" and a wireless connection, the instructor can move around the room and control the Training Lab· remotely. All functions are available to the instructor including scenario selection, audio volume, scenario branching and weapon malfunctions. Telemetry Different devices can be attached to the weapon or trainee to give feedback. Telemetry data includes trigger graph, heart rate and respiratory rate. Simulation Return Fire Options The VBration Vest® (ExclUSively for use with the Training Lab) The VBration Vest· is worn during simulation training while the scenario is playing. When the suspect on the screen uses lethal force or when the suspect strikes at the officer, a laser floods the room. If the trainee is not behind cover the vest is activated, a bright light ill uminates, an audible alarm sounds and the vest vibrates strongly. The VBration Vest can simulate multiple suspect actions such as punches, kicks and use of lethal force against the trainee. Additionally, it allows for simulated return fire without the need to protect trainee and room from projectiles. Simulation Package Includes: 1 Vest, 1 Auxiliary Control Box, and 1 Room Laser Force on Force Package Includes: 2 Vests and 2 Gun Lasers The Deluxe Shadow Fire® The Deluxe Shadow Fire" fires the same hard foam balls as the Shadow Fire. It has a joystick with full pan & tilt capabilities to track the student in the training environment. With a barrel-mounted camera and a viewing monitor, the instructor can see and control the aim point. It has the cability of firing single shots, 3 round bursts or fully automatic fire. The Deluxe Shadow Fire can be used with the Training Lab or as a standalone training product. Simulation Scenarios The heart of any video-based simulation system is the content. The scenarios are what the trainees experience, and how well they are executed makes a dramatic impact. Are they being drawn into the screen? Does it create an emotion? Is it relevant? Is it realistic? Ti Training" is the only simulation company with an in-house studio and a dedicated content development team. With a 4700 square foot studio and green screen technology, coupled with a state-of-the-art editing capabilities, Ti Training is continually releasing the best scenarios in the industry. As always, regular scena rio updates are included for the life of the system. Video services include: * Dedicated content development team * 4700 square foot in-house studio * Professional actors used for every scenario * Custom scenarios filmed upon request * Professionally filmed with 4k RED Cinema camera * Scenarios filmed on location with special effects * Free scenarios automatically shipped each quarter * All content is overseen by law enforcement SMEs Scenario Effects A customer requested to have scenarios where officers would be in their patrol car, and would need to draw from their holster while seated and wearing a seat belt. Ti Training filmed the scenario and then added special effects to realistically depict the windshield being shot through by both the suspect and the officer. Many of the scenarios have added effects, including realistic blood splatter. Effects are added to coincide with the training objectives. For example, if a suspect is hit in a limb, the torso, or the head the trainee will see a specific reaction for each. [TIl Training Training® Ti Training® provides law enforcement and federal agencies a highly interactive learning experience with new technologies, high-quality products, relevant content and reliable professional support. [Iil Training Gun Options Ti Training offers a wide range of gun laser options. lTIJFIRING'" LINE MARKSMANSHIP MODULE [TIl Training A powerful firearm training module for marksmanship skill-building. ~ ~~ .• "SE~ TRAINER POWERfD BY lID. [TII Training Through an exclusive partnership with TASER International, Ti Training® offers a powerful training tool for all systems. [TIl Training Custom Content Ti Training® offers premium, customized scenario development using our experienced, in-house production crew. We will travel to your location and film and edit scenarios that fit your training objective. CONTRACT FOR LAW ENFORCEMENT TRAINING SIMULATOR TIllS AGREEMENT made aiid entered into this __ day of , 20_ by and between the City of South Miami, a Florida municipal Corporation by and through its City Manager (hereinafter referred to as "City") and TI Training LE, LLC, (hereinafter referred to as "Contractor"). WITNESSETH: WHEREAS, Miami -Dade County solicited bids pursuant to EPPRFP-00485, for LAW ENFORCEMENT SPECIALZED TRAINING SIMULATOR, and WHEREAS, the Miami -Dade County, after completing a competitive bidding process, awarded a contract to Contractor, and WHEREAS, the City of South Miami desires to utilize the Miami -Dade County, Contract with Contractor; and WHEREAS, the City is authorized, pursuant to the City of South Miami's Charter, to piggyback off of contracts, such as the contract in question between Miami -Dade County,_and Contractor, that were entered into in accordance with a solicitation process that is at least as vigorous as that of the City of South Miami; and NOW, THEREFORE, the City and the Contractor, each through their authorized representative/official, agree as follows: 1. The City desires to enter into a Contract, under the same provisions as set forth in the contract between Miami -Dade County and Contractor pursuant to EPPRFP- 00485, as modified by this Agreement. 2. The City has reviewed the contract between Miami -Dade County and Contractor and agrees to the provisions of that contract which shall be applicable to a purchase order to be issued by the City and further agrees to the fair and reasonableness of the pricing. Contractor hereby agrees to provide such goods andlor services, pursuant to the City's purchase order made during the term of this Agreement, under the same price(s), terms and conditions as found in the solicitation documents, the response to the solicitation, and the Agreement/Contract and/or the Award, pertinent copies of which are attached hereto as Attachment A and made a part hereof by reference. 3. All references in the contract between Miami -Dade County and Contractor, shall be assumed to pertain to, and are binding upon Contractor and the City of South Miami. All decisions that are to be made on behalf of Miami -Dade County, as set forth in the contract between Miami -Dade County and the Contractor, shall all be made by the City Manager for the City of South Miami. Notwithstanding anything contained in the Miami - Dade County EPPRFP-00485 and andlor the contract between Miami -Dade County and the Contractor to the contrary, this Agreement shall be governed by the laws of the State of Florida and venue for all dispute resolutions or litigation shall be in Miami-Dade County, Florida. 4. Term. The term of the contract, including all extensions authorized by the contract shall not exceed five years. Thomas F. Pepe -1.23.18 5. Scope of Goods and Services. The scope of goods and/or services (which may hereinafter be referred to as the "Work") are set forth in Attachment A and any attachments thereto and the City's purchase order, the latter of which shall take precedence. The Contractor has agreed to deliver the goods, if any, and perform the services, if any, in a workman like manner and in accordance with all state, county and City laws, at the locations, if any, designated by the City. All of the goods and/or services reflected in Attachment A shall, unless otherwise stated in the Attachment A or B, be delivered and/or commenced within N/A days from the date of the execution of this Agreement. The Contractor shall obtain and pay for all permits required for the services rendered, if any, with the exception of permits fees charged by the City, said fees shall be waived. 6. Contract Price. The contract price for the good and/or services is set forth in Attachment B. If not otherwise set forth in the contract between Miami -Dade County and the Contractor, the Contractor shall be paid upon delivery of all the goods, if any, the completion of all the services, if any, and, if inspection is required by the contract documents, after fmal inspection and approval by the City. 7. Precedence. The term, provisions and conditions of this Agreement shall take precedence over the terms of the contract between Contractor and Miami -Dade County. 8. Grant Funding: This project is being funded by N/A and Contractor agrees to comply with all the requirements of that Grant, applicable to the delivery of the goods and/or services that are the subject of this Agreement, and that are within its power to provide and to provide all the documentation within its control that is required for the City to be able to recover as much of the contract price that is available pursuant to the terms of the grant. A copy of the grant, if any, is attached hereto and made a part hereof by reference. 9. Public Records: CONTRACTOR and all of its subcontractors are required to comply with the public records law (s.119.0701) while providing goods and/or services on behalf of the CITY and the CONTRACTOR, under such conditions, shall incorporate this paragraph in all of its subcontracts for this Project and shall: (a) Keep and maintain public records required by the public agency to perform the service; (b) Upon request from the public agency's custodian of public records, provide the public agency 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 this chapter or as otherwise provided by law; (c) 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 the contractor does not transfer the records to the public agency; and (d) Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE Thomas F. Pepe -1.23.18 CUSTODIAN OF PUBLIC RECORDS AT 305-663-6340; E-mail: mmenendez@southmiamifl.gov; 6130 Sunset Drive, South Miami, FL .33143. 10. Waiver Jury Trial: City and Contractor knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. 11. Validity of Executed Copies: This Agreement may be executed in several counterparts, each of which may be construed as an original. 12. Notice: All notices to the City shall be sent to: City Manager, 6130 Sunset Drive, South Miami, Florida 33143. 13. Attorneys' Fees and Costs: In the event of any litigation between the parties arising out of or relating in any way to this Agreement or a breach thereof, each party shall bear its own costs and legal fees. Nothing contained herein shall prevent or prohibit the right to be indemnified for any attorney fees incurred in the defense of an action by a person or entity who is not a party to this Agreement. 14. Indemnification: Notwithstanding anything contained in the contract between Contractor and the Miami -Dade County to the contrary, the City does not waive its sovereign immunity granted by Florida Statutes, Section 768.28, and the City's tort liability shall be limited to the waiver of sovereign immunity provided for in Section 768.28. 15. Severability: If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, and as the duly authorized act of the parties, the undersigned representatives of the parties hereto have caused this instrument to be signed in their respective names by their proper officials on or before the day and year first above written. TI Training LE. LLC: By: ____________ _ (type name and title of signatory above) Thomas F. Pepe -1.23.18 ATTEST: CITY OF SOUTH MIAMI By: ~~~~ __ ~~~=-______ By: ____________________ __ Maria M. Menendez, CMC Steven Alexander City Clerk City Manager Read and Approved as to Form, Language, Legality and Execution Thereof By:-=~ __ =-=-__________ ___ Thomas F. Pepe City Attorney Thomas F. Pepe -1.23.18 ATTACHMENT A CONTRACT FOR LAW ENFORCEMENT TRAINING SIMULATOR • Miami-Dade County Award Summary & Notice of Award • Contract #EPPRFP-00485, Scope of Services & Terms Conditions Thomas F. Pepe -1.23.18 Miami-Dade County Supplemental Agreement No. 1 to Contract No. EPPRFP-00485 SUPPLEMENTAL AGREEMENT NO.1 Contract Number: EPPRFP·00485 Contract Title: Law Enforcement Specialized Training Simulator Contractor: TI Training LE, LLC. 4680 Table Mountain Drive, Suite 150 Golden CO, 80403 In accordance with the above referenced Contract ("Contract"), this Supplemental Agreement No.1, when properly executed, becomes a part of the Contract effective upon execution, and sets forth the terms and conditions that are in addition to and/or modify those terms and conditions set forth in the Miami-Dade County Contract no. EPPRFP- 00485, Law Enforcement Specialized Training Simulator by and between TI Training LE, LLC., a corporation organized and eXisting under the laws of Colorado, having a place of business at 4680 Table Mountain Drive, Suite 150, Golden, CO, 80403 (,Contractor') and Miami-Dade County ("County"), a political subdivision of the State of Florida, having its principal office at 111 N.W. lsi Street, Miami, FL 33128. In case of any conflict between the Contract and this Supplemental Agreement, the terms and conditions of this Supplemental Agreement shall control. Except as otherwise modified herein, all terms and conditions of the Agreement shall remain in force and effect. WHEREAS the County and Contractor mutually agree to incorporate contractual documentation associated with the purchase of two (2) portable Training Lab ™ Use of Force Simulators, training, and maintenance and support. Now therefore, the County and Contractor mutually agree to the following: • The attached "Scope of Services" is hereby incorporated into the Contract as "Appendix D". • The attached "Payment Schedule" is hereby incorporated into the Contract as "Appendix E". In Witness Whereof, the parties have caused this Supplemental Agreement No. 1 to the County's Contract No. EPPRFP-00485 to be executed by their duly authorized representatives as of the last date indicated below. I }!J(:tor By: QI~&~=---- Name: Rick Guilbault Title: VP-Business Development Corporate Seal/Notary FREDJ HISS NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20164031254 MY COMMISSION EXPllIES 08/1812020 t~ I\Name: Carlos A. Gimen ntie: Mayor Approved as to form and legal sufficiency Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 APPENDIX D SCOPE OF WORK 2 Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 1.0 Background 2.0 Annually, the Miami-Dade Public Safety Training Institute (MDPSTI) trains approximately 2,600 sworn MDPD law enforcement officers, hundreds of basic training recruits, as well as, sworn law enforcement officers from partner agencies. The MDPSTI staff continually looks for new innovations in the police training to improve the effectiveness of training of MDPD, along with its regional and federal partners. This training consists of firearms qualifications, defensive tactics, tactical training, critical incidents and a host of other training topics. A major component of the training that the MDPSTI provides Is force-an-force training. In this training, officers are placed in tactical situations where they must use sound judgement and make split- second decisions on the level of force to be used, escalation, de-escalation and shoot or don't shoot decisions. This training has evolved and the MDPSTI would like the use of a Simulator to expand on these types of training in a safe environment. As part of this Scope of Work, the Contractor will provide MDPD with a portable firearms training Simulator that includes all necessary hardware components (projector, cabling, computer, peripherals, etc.) and software necessary for a simulated training experience. This simulated environment along with live fire training will belter prepare officers for real world situations that they may encounter in the performance of their duties. Training Lab T• Technical Specifications As part of this implementation, the Contractor will provide MDPD with two (2) Training Lab™ Use of Force Simulators. Each Simulator includes: 2. D. 1 Computer & Software • Professional Grade CPU and Hardware o Windows Operating System wi Microsoft Office o High Definition (HD) Video Card o 2 x 1000GB RAID drives • Scenario Creation & Editing Interface 2.0.2 Multimedia Specs • True HD Projector (16:9 aspect Ratio) wtth all cabling • High quality surround sound stereo speakers • 12' x 6'11" portable projection screen w I travel case and legs • Low light and adjustable light conditions • Automatic self·calibration with sub-pixel accuracy • Environmental control options 2.0.3 Scenarios • Training Scenario Library with over 730 scenarios • Skill builder shooting drills • Scenario updates for the life of the system • HD video quality • Capable of creating scenario playlist with save and recall function 2.0.4 Debrief Specifications • Zoom-in controls during debrief • Picture in picture capability (PiP) • Customizable trainee report generator • Slow-motion, pause, frame forward, frame back controls for debrief replay 3 Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 3.0 Pre·lmplementation Preparation 3.0. 1 Kick-Off Meeting Contractor and the MDPD shall participate in a Kick-off Meeting to accomplish the following tasks: • Review Scope • Review. update, and finalize project, training plan, Test criteria, Final Acceptance criteria, communication plan, resource plan, and timeline. 4.0 Deliverv of Equipment and Accessories The Contractor will provide delivery of all products 60 days after the receipt of a Purchase Order from MDPD. The Contractor will deliver the equipment and accessories required in conjunction wtth this Statement of Work to the address listed below: 5.0 Acceptance Testing Miami-Dade Police Department Attn: lieutenant Alvaro Ortiz 9601 NW 58 'h Street Doral FL, 33172 The Contractor's Point of Contact (PoC) will provide the MDPD PoC with access to a test version of Simulator in order for the MDPD to conduct Acceptance Testing to ensure it is configured to meet the requirements set forth in this Statement of Work. Following a successful Acceptance Test, the MDPD will provide written sign-off to constitute Final System Acceptance. The escalation process outlined in Section 7.0 shall apply during Acceptance Testing. 6.0 Training 6.0. 1 On-Site Training The Contractor will provide MDPD staff with two onsile two (2) day (16 hour) TI Training Lab Master Instructor Courses for up to twenty (20) MDPD instructors (up to 10 instructors in each course). The training course summary can be found below: Description: The purpose of this course of instruction is to train selected students in the set-up, function, operation, and maintenance of the Training Lab interactive simulation system, manufactured by Ti Training Corp. These systems represent the most advanced training devices available. These systems utilize the latest advances video, laser, RF and programming technology to provide an intuitive, easy to maintain training tools. These tools are designed to aid in teaching Public Safety Personnel to effectively and safely perform their duties. This course begins with classroom theory and progresses to "hands on", proficiency based exercises. We at Ti Training Corp recognize that even the most advanced technology is useless in the hands of someone who cannot effectively operate and maintain that technology. Therefore, this course is focused on ensuring every person attending this course attains each of the goals listed below. Successful completion of this course will certify the student as a "Master' instructor in simulation training and allow the student to certify "Instructor' level students within their agency. Additionally. semester hour credits from an accredited college 4 Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 will be awarded as well as an equivalent P.O.S. T. continuing education hours. This will allow the student to transfer credit to any University and/or submit to their local P.O.S.T. organization to satisfy continuing educational requirements for maintenance of their Peace Officer certifications. Goa/s: • The system Operatorllnstructor will be able to effectively set up and operate these systems. • The system Operator/Instructor will have a thorough knowledge of the system's specifications. • The system Operator/Instructor will be able to effectively apply the principals of simulation training to maximize student learning potential, retention and performance. • The system Operator/Instructor will be able to effectively integrate these systems with their agencies policies, requirements and overall curriculum. Course Sections: • Course Introduction o Instructor and Student Introductions o Course Overview o Certification Requiiements • System Overview o System Demonstration o Components o Graphical User Interface (GUI) o Environmental Requirements • System Operation o Set up and Calibration o ASSigning Devices o Selecting Training Material (Scenartos) o Playing, Branching, and Operation of Optional Features (EnviroSim, Telemetry, etc.) o System Debriefing Functions o Report Generation/Documentation of Training Evolutions • Scenario Creation • Effective Simulation Training o Requirements o Briefing o Debriefing. o Documenting • Troubleshooting/Diagnostics 5 Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 6.0.2 Online Training In addition to on-site training, tutorial videos are available on the following subjects on the Simulator and online at www.titraining.comisuppori: • AR15 Recoil Kit Maintenance • Recoil Magazine Maintenance • Recoil Kit Installation • System Calibration • System Operation The simulator also contains: • Operators manual for the Simulator and all accessories • A PowerPoint presentation on Effective Simulation Training 6.0.3 Master Instructor Courses In addition to the training resources mentioned above, MDPD will receive two (2) free seats every year in one of the Contractor's monthly Master Instructor courses held at the Contractor's training facility in Golden, Colorado. 7.0 Maintenance and Support A.) Maintenance Services Maintenance services include updates and upgrades to the Simulator, including corrections of any substantial defects, fixes of any minor bugs, and fixes due to any conflicts with mandatory operating system security patches as well as upgrades to new version releases. B.) Ongoing Technical Support Services Technical support services are provided to end-users in the form of unlimited email andlor telephone support, 24 hours a day, 7 days a week, via tOil-free at 1 800 634-1936 or email support@titraining.com. The escalation process is outlined below: \:',: ~-: '::::;':','::,':: .' ':":' .; : .. ~ ,;. ".:, ;. -. 1 =Critical A major component of the System is in a non-responsive state and severely affects Users' productivity or operations. A high impact problem which affects the Users. 6 {R~~p~n~¥' .•.•. • ...•.•.•.•..•.•.. ~ .•.•. · .••. e .•.••.•.•• $ .• T· .. • ..•. ol •.• ·m.·.I.U.· ••.• et .• ·.I.O ... · .•. · ...•.• · .•. n.· ....••.....•.••... \~t~tlJ~'<" ...... <JIIl1~' .•..• ···rr~~~;r~~.. One (1) Hour Four (4) Hours One (1) Hour Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 2=Urgent Any component failure or loss of functionality not covered in Severity 1, which is hindering operations, such as, but not limited to: excessively slow response time; functionality degradation; error messages; backup problems; or issues affecting the use of a module or the data. 3=lmportant Lesser issues, questions, or items that minimally impact the work flow or require a work around. 4=Minor Issues, questions, or items that don't impact the work flow. Issues that can easily be scheduled such as an upgrade or patch. 8.0 Repair and Replacement Policy 8.0.1 Warrantv Repair Two (2) Hours 4 business hours 4 business hours Eight (8) Hours Seventy two (72) Hours One (1) Month for an acceptable work around until final resolution Two (2) Hours Four (4) Hours Weekly Status Call If a repair is necessary under and during the term of the warranty, MDPD shall contact the Contractor's customer Service Department at, 1 800 634-1936, to receive a Return Material Authorizaflon (RMA) Number and return instructions prior to shipping the defective Product(s) or parts to the Contractor. The RMA must be referenced on all documentation relating to the return (i.e. shipping documents, shipping label, purchase order, correspondence, etc.). The following information is needed when requesting and RMA Number: 1. Model Number and option. 2. Serial Number 3. Description of Failure 4. Shipping Information 5. Point of Contact and Phone Number 6. Billing Information 7. Purchase Order Number (required ilout-ol-warranty). All costs associated with shipping, taxes, freighting, packaging and handling 01 the Product(s) and/or parts shall be borne by the Contractor. A failed Simulator/part under warranty comes back to the depot for repair, if that same Simulator/part should fail lor a second time within ninety (90) days of repair, the part will be replaced. 8.0.2 Out-of-Warrantv Repair In addition to the requirements provided above concerning warranty repairs, all out·of-warranty repairs require that MDPD issue a purchase order to the Contractor authorizing the repair and agreeing to cover all costs related thereto. The purchase order number should reler to the RMA Number which is assigned by the Contractor's Customer Services Department. For out-of-warranty repairs, all associated shipping, freighting, packaging and handling of the Product(s) and/or parts shall be borne by the MDPD. 7 Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 APPENDIX E PAYMENT SCHEDULE 8 Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 Payment Schedule A. PRICING The following pricing will be applicable to the initial three (3) year term. Hardware, Software 'Price broken down in table A1 below Training Services $3,500 Maintenance and Technical Support Services Fees -Year 2 ,000 Maintenance and Technical Support Services Fees -Year 3 $7,000 A1. PRICE BREAKDOWN FOR HARDWARE AND SOFTWARE B, OPTIONAL YEARS TO RENEW (OTR) Should the County elect to exercise the Option to Renew Terms available under this Agreement, the following pricing shall apply. . B1. HARDWARE, SOFTWARE, MAINTENANCE AND TECHNICAL SUPPORT SERVICE FEES OTR 1 -Hardware, Software, Maintenance and Technical Support Service Fees (year 4) Hardware, Software, Maintenance and Technical Support Service Fees . Contract Year 4 'During the 41h year, the Contractor will replace the CPU (computer), projectors and cameras, and will refurbish and/or replace all lasers and recoil kits. 9 $7,000 Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 OTR 2 -Hardware, Software, Maintenance and Technical Support Service Fees (Year 5) Contract Year 5 $0 C, OPTIONAL ITEMS C1, Professional Service Fee Schedule Compensation for Optional Professional Services shall be based on the projects assigned. Contractor shall use agreed upon rates to calculate the not-to-exceed cost statement required for each project. On-Site Training (Per Day) Installation Services (1 Simulator) $3,500 Installation Services (2 Simulators) $4,500 Installation Services (3 or more Simulators) $5,500 10 Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 C2. Optional Hardware During the term of the resultant contract, should the County wish to purchase additional hardware from the Contractor, the following prices, subject to negotiation, shall apply as defined below: $59,600 $37,800 Glock 17 Pistols $525 AR-15 Rines $675 Shotguns $375 Recoil Kits $2.350 Shotgun Adapters with Lasers $1,260 C02 Refill Tank and Nozzle for Recoil Kits $765 TASER X26 with Cartridge $1,980 Two-Cartridge sets for TASER X2 $2,340 Prior to initiating a purchase of optional items, the County and Contractor will'define the scope of work via a work order issued under this Contract. The County reserves the right to negotiate each order with the Contractor. Addition of hardware not listed above shall require a Contract Amendment to be executed by both parties. 11 REQUEST FOR PROPOSALS (EPP.RFP) No. 00485 FOR LAW ENFORCEMENT SPECIALIZED TRAINING SIMULATOR ISSUED BY MIAMI-DADE COUNTY: Internal Services Department, Procurement Management SelVices Division (Through the Expedited Purchasing Program) for Miami-Dade Police Department COUNTY CONTACT FOR THIS SOLICITATION: Santiago A. Pastoriza, Procurement Contracting Officer 111 NW 1.1 Street, Suite 1300, Miami, Florida 33128 Telephone: (305) 375-1084 E-mail: spastor@miamidade.gov PROPOSAL RESPONSES DUE: February 10, 2017, 6:00 PM EST IT IS THE POLICY OF MIAMI-DADE COUNTY THAT ALL ELECTED AND APPOINTED COUNTY OFFICIALS AND COUNTY EMPLOYEES SHALL ADHERE TO THE PUBLIC SERVICE HONOR CODE (HONOR CODE)_ THE HONOR CODE CONSISTS OF MINIMUM STANDARDS REGARDING THE RESPONSIBILITIES OF ALL PUBLIC SERVANTS IN THE COUNTY_ VIOLATION OF ANY OF THE MANDATORY STANDARDS MAY RESULT IN ENFORCEMENT ACTION. (SEE IMPLEMENTING ORDER 7-7) Electronic proposal responses to this RFP are to be submitted through a secure mailbox at BidSync until the daie and tIme as Indfcated in this document. It is the sole responsibility of the Proposer to ensure as proposal reaches BidSync before the Solicitation closing date and time. There is no cost to the Proposer to submit a proposal in response to a Miami~Dade County solicitation via BldSync. Electronic profXlsal submissions may require the uploading of electronic attachments. The submission of attachments containing embedded documents or proprietary file extensions is prohibited. All documents should be attached as separate files. All proposals received Bnd time stamped through the County's third party partner, BidSync, prior to the proposal submittal deadline shall be accepted as timely submitted. The circumstances surrounding all proposals received and 1ime stamped after the proposal submittal deadline will be evaluated by the procuring department in consultation with the County Attorney's Office to deiennine whether the proposal will be accepted as timely. Proposals will be opened promptly at the 1ime and date specified. The tesponsibility for submitting a proposal on or before the stated time and date is solely and striclly Ihe responsibility of the Proposer. The County will in no way be responsible for delays caused by technlca! difficulty or caused by any other occurrence. All expenses involved with the preparation and submission of proposals to the County, or any work performed in connection therewith, shall be borne by the Proposer(s). A Proposer may submit a modified proposal to replace all or any portion of a previously submitted proposal up until 1he proposal due date. The County will only consider the latest version of the proposal, For competitive bidding opportunities available, please visit ilie County's Intema[ Services Department website at: hitp:llwww.miamjdade.gov/procurementf. Requesls for additional infonnation or inquiries must be made In writing and submitted using the question/answer feature provided by BidSync at www.bidsvnc.com. The County will issue responses to inquiries and any ohanges to this Solicitation it deems necessary in written addenda issued prior to the proposal due date (see addendum section of BidSync Site). Proposers who obtain copies of this Solicitation from sources other than through BidSync risk the possibility of not receiving addenda and are solely responsible for lhose risks. Miaml·Dade County, FL __ I EPPRFP·004B5 1.0 PROJECT OVERVIEW AND GENERAL TERMS AND CONDITIONS 1.1 Introduction Miami-Dade County, hereinafter referred to as the County, as represented by the Miami-Dade Police Department (MDPD), is soliciting proposals from qualified firms to provide a Law Enforcement Specialized Training Simulator (Simulator) that shall be able to provide law enforcementlrainees with a variety of interactive life threatening scenarios, portrayed on a screen. These scenalios shall include but not be Iimfted to: hostage, active shooter, traffic stops, burglary, robbery, etc. Utilizing these types of Simulators will provide officers with the ability to hone their decisions making capabilities under stress in a safe and secure environment where immediate feedback on their performance will be available by trained MDPD instructors. The County anticipates awarding a contract for an initial three (3) year period, with two (2) one-year options to renew at the County's sole discretion. The anticipated schedule for this Solicitation is as follows: Solicitation Issued: Deadline for Receipt of Questions: Proposal Due Date: Evaluation Process: Projected Award Date: 1.2 Definitions January 13, 2017 January 27, 2017, 2017, 12:00PM EST See front cover for date and time. Beginning February 2017 June 2017 The following words and expressions used in this Solicitation shall be construed as follows, except when it is clear from the context that another meaning is intended: 1. The word "Contractor" to mean the Proposer that receives any award of a contract from the County as a result of this Solicitation, also to be known as "the prime Contractor". 2. The word "County" to mean Miami-Dade County, a political subdivision of the State of Florida. 3. The word "Proposal" to mean the properly signed and completed written submission in response to this solicitation by a Proposer for the Services, and as amended or modified through negotiations. 4. The word "Proposer' to mean the person, firm, entity or organization, as stated on the Solicitation Submittal Form, submitting a response to this Solicitation. 5. The words "Scope of Services" to mean Section 2.0 of this Solicitation, which details the work to be performed by the Contractor. 6. The word "Solicitation" to mean this Request for Proposals (RFP) or Request for Qualifications (RFQ) document, and all associated addenda and attachments. 7. The word "Subcontractor" to mean any person, firm, entity or organization, other than the employees of the Contractor, who contracts with the Contractor to furnish labor, or labor and materials, in connection with the Services to the County, whether directly or indirectly, on behalf of the Contractor. 8. The words "Work", "Services", "Program", or "Project" to mean all matiers and things that will be required to be done by the Contractor in accordance with the Scope of Services and the terms and conditions of this Solicitation. 1.3 General Proposal Information The County may, at its sole and absolute discretion, reject any and all or parts of any or all responses; accept parts of any and all responses; further negotiate project scope and fees; postpone or cancel at any time this Solicitation process; or waive any irregularities in this Solicitation or in the responses received as a result of this process. In the event that a Proposer wishes to take an exception to any of the terms of this Solicitation, the Proposer shall clearly 'Indicate the exception in its proposal. No exception shall be taken where the Solicitation specifically states that exceptions may not be taken. Further, no exception shall be allowed that, in the County's sole discretion, constitutes a matelial deviation from the requirements of the Solicitation. Proposals taking such exceptions may, in the County's sale discretion, be deemed nonresponsive. The County reseNes the right to request and evaluate additional information from any respondent regarding respondent's responsibility after Ihe submission deadline as the County deems necessary. The submitlal of a proposal by a Proposer will be considered a good faith commitment by the Proposer to negotiate a contract with the County in substantially similar terms to the proposal offered and, if successful in the process set forth in this Solicitation and subject to its conditions, to enter into a contract substantially in the terms herein. Proposals shall be irrevocable until contract award unless the proposal is withdrawn. A proposal may be withdrawn in writing only, addressed to the County contact person for this Solicitation, prior to the proposal due date or upon the expiration of 180 calendar days after the opening of proposals. I , I i I I LA"" =,"*,,,," "' " I E!,PRF~:00485 Miami-Dade County, FL As further detailed in the Proposal Submittal Form, Proposers are hereby notified that all information submitted as part of, or in support of proposals will be available for public inspection after opening of proposals, in compliance with Chapter 119, Florida Statutes, popularly known as the "Public Record Law.' Any Proposer who, at the time of proposal submission, is involved in an ongoing bankruptcy as a debtor, or in a reorganization, liquidation, or dissolution proceeding, or if a trustee or receiver has been appointed over:,all or a substantial portion of the property of the Proposer under federal bankruptcy law or any state insolvency law, may be found non-responsible. To request a copy of any ordinanoe, resolution andlor administrative order cited in this Solioitation, the Proposer must contaot the Clerk of the Board at (305) 375-5126. 1.4 Aspirational Policy Regarding Diversity Pursuant to Resolution No. R·1106-15 Miami-Dade County vendors are encouraged to utilize a diverse workforce that is reflective of the racial, gender and ethnio diversity of Miami-Dade County and employ looally-based sniall firms and employees from the communities where work is being' performed in their performance of work for the County. This policy shall not be a oondition of contracting with the County, nor will it be a factor in the evaluation of solicitations unless permitted by law. 1.5 Cone of Silence Pursuant to Section 2-11.1 (t) olthe Miami-Dade County Code, as amended, a "Cone of Silence'Is imposed upon each RFP or RFQ after advertisement and terminates at the time a written recommendation is issued. The Cone of Silence prohibits §Jl'l oommunication regarding RFPs or RFQs between, among others: • potential Proposers, service providers, lobbyists or consultants and the Co,unty's professional staff including, but notlimi!ed to, the County Mayor and the County Mayor's staff, County Commissioners or their respective staffs; • the County Commissioners or their respective staffs and the County's professional staff including, but not limited to, the County Mayor and the County Mayors staff; or • potential Proposers, servioe prOViders, lobbyists or consultants, any member of the County's professional staff, the Mayor, County Commissioners or their respeotive staffs and any member of the respective Competitive Selection Committee. The provisions do not apply to, among other communications: • oral oommunications with the staff of the Vendor Services Section, the responsible Procurement Contracting Officer, provided the communication is limited strictly to matters of process or procedure already contained in the solicitation document; • oral communications at pre-proposal conferences and oral presentations before Competitive Selection Committees during any duly noticed publio meeting, public presentations made to the Board of County Commissioners during any duly noticed public meeting; • recorded contract negotiations and oontract negotiation strategy sessions; or • communications in writing at any time with any county employees, official or member of the Board of County Commissioners unless specifically prohibited by the applicable RFP or RFQ documents, When the Cone of Silence is in effect, all potential vendors, service providers, bidders, lobbyists and conSUltants shall file a copy of any written correspondence concarning the particular RFP or RFQ with the Clerk of the Board, which shall be made available to any person upon request, The County shall respond in writing (if County deems a response necessary) and file a copy with the Clerk of the Board, which shall be made available to any person upon request. Written communications may be in the form of e-mail, with a oopy to the Clerk of the Board at clerkbcc@miamidade.gov. All requirements of the Cone of Silence poneles are appficable to this Solioitation and must be adhered to. Any and all written oommunioations regarding the Solicitation are to be submitted only to the Procurement Contracting Officer with a copy to the Clerk of the Board. The Proposer shall file a copy of any written oommunication with the Clerk of the Board. The Clerk of the Board shall make copies available to any person upon request. 1.6 Communication with Review Team Proposers are hereby notified that direct communication, written or otherwise, toReview Team members or the Review Team as a Whole are expressly prohibited, Any oral communications with Review Team members other than as provided in Section 2-11,1 of the Miami-Dade County Code are prohibited. 1.7 Public Entity Crimes Pursuant to Paragraph 2(a) of Section 287.133, Florida Statutes, a person or affiliate who has been placed on the convicted vendor list following a conviction for a publio entity crime may not submit a proposal for a contract to provide any goods or services to a public entity; may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work; may not submit proposals on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and, may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 for Category Two for a period of thirty·six (36) months from the date of being placed on the convicted vendor list. 1.8 lobbyist Contingency Fees a) In accordance with Section 2· i 1.1(s) olthe Code of Miami·Dade County, after May, 16, 2003, no person may, in whole or in part, pay, give or agree to payor give a contingency fee to another person. No person may, in whole or in part, receive or agree to receive a contingency fee. b) A contingency fee is a fee, bonus, commission or non-monetary benefit as compensation which is dependent on or in any way contingent upon the passage, defeat, or modification of: 1) any ordinance, resolution, action or decision of the County Commission; 2) any action, dec'lsion or recommendation of the County Mayor or any County board or committee; or 3) any action, decision or recommendation of any County personnel during the time period of the entire decision-making process regarding such action, decision or recommendation which foreseeably will be heard or reviewed by the County Commission or a County board or committee, 1.9 Collusion In accordance with Section 2·8.1.1 of the Code of Miami-Dade County, where two (2) or more related parties, as defined herein, each submit a proposal for any contract, such proposals shall be presumed to be collusive. The foregoing presumption may be rebutted by the presentation of evidence as to the extent of ownership, control and management of such related parties in preparation and submittal of such proposals. Related parties shall mean Proposer or the principals thereof which have a direct or indirect ownership interest in another Proposer for the same contract or in which a parent company or the principals thereof of one Proposer have a direct or indirect ownership interest in another Proposer for the same contract. Proposals found to be collusive shall be rejected. Proposers who have been found to have engaged in collusion may be considered non-responsible, and may be suspended or debarred, and any contract resulting from collusive bidding may be terminated for default. 1.10 Expedited Purchasing Program Pursuant to Ordinance 07-49, the County has created a pilot program for expedited purchasing, subject to terms and condifions as outlined in Section 2-8. i.6 of the Code of Miami·Dade County. The program shall be referred to as the Expedited Purchasing Program (EPP). Due to the expedited nature of County projects issued under the EPP, participating vendors should anticipate a shortened solicitation timeline for responding. Technical, professional and legal staff may be used to determine best value as set forth in the solicitation documents without the need to utilize the formal Competitive Selection Committee process established by the County. The County Mayor's or designee's written recommendation to award a contract under the EPP shall be sufficient to commence the bid protest period and terminate the Cone of Silence. Any legislation contrary to the provisions of the EPP shall be deemed suspended or amended as necessary to give effect to the intent of this ordinance during its effective term. 12,0 SCOPE~~SERVICES II~ 2.1 INTRODUCTION Miami-Dede County, hefllinaffer referred to as the County, as represented by the Miami·Dade Police Department (MDPD), is soliciting proposals from qualified firms to provide a law Enforcement Specialized Training Simulator (Simulator) that shall be able to provide law enforcement trainees with a variety of interactive life threatening scenarios, portrayed on a screen. These scenarios shall include but not be limited to: hostage, active shooter, traffic stops, burglary, rObbery, etc. Utilizing these types of Simulators will provide officers with the ability to hone their decisions making capabilities under stress in a safe and secure environment whefll immediate feedback on their performance will be available by trained MDPD instructors. ~ II Ii" II _ ..... I EPPRFp·00485 -, ... Miami·Dade County, FL 2.2 BACKGROUND Annually, the Miami·Dade Public Safety Training Institute (MDPSTI) trains approximately 2,600 swom MDPD law enforcement officers, hundreds of basic training recruits, as well as, sworn law enforcement officers from partner agencies. The MDPSTI staff continually looks for new innovations in the police training to improve the effectiveness of training of MDPD, along with its regional and federal partners. This training consists 01 firearms qualifications, defensive tactics, tactical training, critical incidents and a host 01 other training topics. MDPD does not currently have Simulator technology to facilitate this training. The proposed Simulator will be housed in a lighting and temperature controlled 39'·4" x 32'·3" building specifically designed for this purpose. 2.3 OBJECTIVES A major component of the training that the MDPSTI provides is lorce·on·force training. In this training, officers are placed in tactical situations where they must use sound judgement and make split-second decisions on the level of force to be used, escalation, de· escalation and shoot or don't shoot decisions. This training has eVolved and the MDPSTI would like the use of a Simulator to expand on these types 01 training in a safe environment. The purchase of a Simulatorwill give the individual trainee the opportunity to address a variety of potential life threatening, simulated situations. This simulated environment along with live fire training will better prepare officers for real world situations that they may encounter in the performance of their duties. 2.4 GENERAL SIMULATOR FUNCTIONALITY The proposed Simulator should provide the following: a) Include front projection high definition projector b) Include projection screen(s) that are capable of adjusting from a flat 3·panel configuration to a 180 degree 3.panal configuration with minimal effort c) Instructor station for real time monitoring d) Include stage~ess Iplatform·less system to allow trainees to have limitless movement from various distances within the room e) Provide audio stimulus n Capable of incorporating scenarios for pistols, rifles, shotguns, lass lethal weapons, flashlights, and verbal commands g) Capable of recording video and audio of each trainee as they train on the Simulator h) Capable of training multiple trainees at the same time on any scenario i) Capable of providing simulated return fire technology for enhanced realism 2.5 SIMULATOR SOFTWARE FUNCTIONALITY The proposed Simulator sofiwere should provide the following: a) Include Windows based operating system b) Include user friendly interface c) Capable of creating new scenarios and customizing existing scenarios d) Allows instructor to escalate or deescalate scenario outcomes based on the trainees interaction e) Allows instructor to control environmental elements in each scenario such as: lighting conditions, weather, audio distractions, etc. n Allows instructor to receive biological feedback of each trainee (i.e. heart rate, etc.) g) Includes instructor debrief capabilities that will allow the instructor to review the entire training session in normal video playback orframe·by·frame with trainee shortly after performance or at a latsr time. h) Includes picture~n·picture capability to allow trainees to view their actions during scenario playback. i) Capable 01 saving training sessions in a database j) Ability to manipulate the database information as to create individual and/or group statistics using relevant filtering criteria. k) Ability to upload departmental policy documentation, images, videos and presentations (i.e. PowerPoint) for use during the debrief process Miami·Dad. County, FL - 2.6 TYPES OF SCENARIOS The proposed Simulator should provide video based training that places trainees in. a scenario where they have to react accordingly and validate proper knowledge 01 use·ol·force policies and procedures. The Simulator should include but not be limited to the following scenarios: a) Active Shooter b) Traffic Stop c) Burglary d) Hostage Situations e). Ambushes f) Suicidal Subjects g) School h) Mental Health i) Robbery j) Basic Firearms Skill Building Drills (i.e. simulated shooting ranges, marksmanship, speed drills, etc.) 2.7 TYPES OF SIMULATED WEAPONS The proposed Simulator should provide firearms that use a recoil system, without tubes, wires or any other obstructions, allowing the trainee a full range of movement. These weapons should provide action through the use of Carbon Dioxide (C02) gas. Proposers shall include within their proposal all the components that will be necessary for the use of these weapons (i.e. recoil kits, magazines, laser inserts, etc.). MDPD anticipates purchasing eight (8) of each of the following types of weapons as part of the initial Simulator purchase: a) Glock 17 b) AR·15 c) 12 gauge shotgun Less·Lethal a) Taser)(2 b) Taser)(26 2.8 CARBON DIOXIDE (C02) CANISTER REFILL STATION The proposed Simulator should provide a C02 refill station that will provide MDPD staff with the ability to refill C02 canisters on an as needed basis. The refill stations proposed shall include all components necessary for its use. 2.9 INSTALLATION SERVICES The selected Proposer shall be responsible for providing on-site installation, software implementalion, and configuration services for all components of the proposed Simulator. This should include planning and operational process redesign. The selected Proposer shall be responsible for testing the proposed Simulator and insuring proper functionality prior to launching in the production environment. The selected Proposer must perform all installationlimplementation services in accordance with applicable laws, ordinances, rules, and regulations. The time of day in which the selected Proposer will be allowed to perform these services will be coordinated with MDPD staff at the fime of award. 2.10 MAINTENANCE AND TECHNICAL SUPPORT SERVICES I ! i I I I 1 I! Mlaml·Dade County, FL I EPPRFP·00485 The proposed Simulator must be of the most recent release and the selected Proposer shall provide software maintenance, and technical support services for the proposed Simulator throughout the term of the contract. A. Maintenance Services Maintenance services, at a minimum, shall include updates and upgrades to the Simulator, including corrections of any substantial defects, fixes of any minor bugs, and fixes due to any conflicts with mandatory operating system security patches as well as upgrades to new version releases. B. Technical Support Services The selected Proposer must have technical support services available, on a toll free basis, 24 hours a day, 7 days a week, during the entire contract period with a clearly defined priority escalation process. The selected Proposer shall also provide on-site technical support when required. This on-site support may be requested when it is determined the problem cannot be corrected by telephone support. Proposers shall include description in the proposal response outlining the support services offered and any limitations theraof. The County's preferred escalation process is outlined below: 1=Critical A major component of the Simulator is in a non· One (1) Hour responsive state and severely affects MDPD Staff productivity or operations. A high impact problem which affects MDPD Staff. 2=Urgent Any component failure or loss of functionality not Two (2) Hours covered in Severity 1, which is hindering operations, such as, but not limited to: excessively slow response time; functionality degradation; error messages; backup problems; or issues affecting the use of a module or the data. 3=lmportant Lesser issues, questions, or items that minimally impact the work flow or require a work around. 4=Minol' Issues, questions, or items that don't impact the workflow. Issues that can easily be scheduled such as an upgrade or patch. 2.11 TRAINING SERVICES 4 hours 24 hours Four (4) Hours Eight (8) Hours Seventy two (72) Hours One (1) Month for an acceptable work around until final resolution One (1) Hour Two (2) Hours Four (4) Hours Weekly Status Call The selected Proposer shall provide training to designated MDPD staff on the overall use of the proposed Simulator. It is anticipated that the following staff shall be trained: • MDPSTI Physical Skills Section which includes 20 Instructors The selected Proposer shall provide MDPD with at least two (2) training sessions of up to ten (10) instructors each. Training shall be conducted on-site at a designated location provided by MDPD and be coordinated with approved datesltime by the authorized MDPD Miami-Dade coun~,;.,_F_L ______________________ m ____ =II.EP_P_R_F_P-_OO_4_85 ___ _ project manager. The selected Proposer shall supply electronic copy of all training materials to MDPD. Additional training shall be made available via on-line videos or other resources on an ongoing basis throughout the term of the contract awarded as a result of this solicitation. Proposer shall provide a detailed description of the training services to be provided in Item No. 13 of the Proposer Submission Package. 13.0 RESPONSE REQUIREMENTS 3.1 Submittat Requirements ·In response to this Solicitation, Proposer should complete and return the enlire Proposal Submission Package. Proposers should carefully follow the format and instructions outlined therein. All documents and information must be fully completed and signed as required and submitted in the manner described. The proposal shall be written in SUfficient detail to permit the County to conduct a meaningful evaluation of the proposed services. However, oveny elaborate responses are not requested or desired. 14.0 EVALUATION PROCESS ::: : 4.1 Review of Proposals for Responsiveness Each proposal will be reviewed to determine if the proposal is responsive to the submission requirements outlined in this Solicitation. A responsive proposal is one which follows the requirements of this Solicitation, includes all documentation, is submitted in the format outlined in this Solicitation, is of timely submission, and has the appropriate signatures as required on each document. Failure to comply with these requirements may result in the proposal being deemed non-responsive. 4.2 Evaluation Criteria Proposals will be evaluated by a Review Team which will evaluate and rank proposals on criteria listed below. The Review Team will be comprised of appropriate County personnel and members of the community, as deemed necessary, with the appropriate experience andlor knowledge, striving to ensure that the Review Team is balanced with regard to both ethnicity and gender. The criteria are itemized with their respective waights for a maximum total of one hundred (100) points per Review Team member. Technical Criteria Points Proposer's relevant experience and qualifications including key personnel of the 10 Proposer and any key personnel of subcontractors, that will be assigned to this project, and experience and qualifications of suboontractors . . Proposer's approach and methodology to providing the services requested in this 15 Solicitation including installation implementation, training. maintenance, and technical support services. Proposed timeline for complete Simulator implementation, including completion of all 10 customization, configuration, testing, and final system acceptance. Simulator Functionality: Proposer's capability to meet the functional and technical specifications described in this Solicitation, together with an evaluation of how well it matches the Proposer's understanding of the County's needs described in this Solicitation including but not limited to: A) General Simulator Functionality 45 B) Simulator Software Functionality C) Types of Scenarios D) Types of SimUlated Weapons i i I i I I I , I I I ! ii ii " !! _M_i_am_'_~D_a_de_C~o_u_n~o/,_~_L ___ ~_~ __ ~ __ • __ " __ N ____ • ____ =_= _____ -= ___ ~~_=NNo~ __ ~~I_E_P_PR_F_P_~_04_8~5~.__ Price Criteria Proposed price will be evaluated based on the solution proposed and overall best value 20 to the County. Total Points Per Review Team Member: 100 4.3 Oral Presentations Upon evaluation of the criteria indicated above, rating and ranking, the or Review Team may choose to conduct an oral presentation with the Proposer(s) which the Review Team deems to warrant further consideration based on, among other considerations, scores in clusters and/or maintaining competttion. (See Affidavit -"Lobbyist Registration for Oral Presentation" regarding registering speakers in the proposal for oral presentations.) Upon completion of the oral presentation(s), the Review Team will re-evaluate, re-rate and re-rank the proposals remaining in consideration based upon the wriHen documents combined with the oral presentation. 4.4 Seiection Factor This Solicitation includes a selection factor for Miami-Dade County Certified Small Business Enterprises (SBE's) as follows. A SBE/Micro Business Enterprise is entitled to receive an additional ten percent (10%) of the total technical evaluation points on the technical portion of such Proposer's proposal. An SBE/Micro Business Enterprise must be certified by Small Business Development for the type of goods and/or services the Proposer provides in accordance with the applicable Commodity Code(s) for this Solicitation. For certification information contact Small Business Development at (305) 375-2378 or acoess htlp:/Iwww.miamidade.gov/business/business-certification-programs-SBE.asp. The SBE/Micro Business Enterprise must be certified by proposal submission deadline, at contract award, and for the duration of the oontraot to remain eligible for the preference. Firms that graduate from the SBE program during the contraot may remain on the contract. Whenever there are two best ranked proposals that are substantially equal and only one of the two so ranked proposals is submitted by a Proposer entitled to a seleofron factor, the selection factor shall be the deciding factor for award. 4.5 local Certified Veteran Business EnterprIse Preference This Solicitation includes a preference for Miami-Dade County Local Certified Veteran Business Enterprises in accordance with Section 2-8.5.1 of the Code of Miami-Dade County. "Local Certified Veteran Business Enterprise" or "VBE' is a firm that is (a) a local business pursuant to Secfion 2-8.5 of the Code of Miami-Dade County and (b) prior to proposal or bid submittal is certified by the State of Florida Department of Management Services as a veteran business enterprise pursuant to Section 29!l.187 of the Florida Statutes. A VBE that submits a proposal in response to this solicitation is entitled to receive an additional five percent of the evaluation peints scored on the technical portion of such vendor's proposal. If a Miami-Dade County Certified Small Business Enterprise (SBE) measure is being applied to this Solicitation, a VBE which also qualifies for the SBE measure shall not receive the veteran's preference provided in this section and shall be limited to the applicaJble SBE preference. At the time of proposal submission, the firm must affirm in writing its compliance with the certification reqUirements of Section 295.187 of the Florida Statutes and submit this affirmation and a copy of the actual certification along with the proposal submittal form. 4.6 Price Evaluation The prioe proposal will be evaluated subjectively in combination with the technical proposal, including an evaluation of how well IT matches Proposer's understanding of the County's needs described in this Solicitation, the Proposer's assumptions, and the value of the proposed services. The pricing evaluation is used as part of the evaluation process to determine the highest ranked Proposer. The County reserves the right to negotiate the final terms, conditions and pricing of the contract as may be in the best interest of the County. 4.7 Local Preference The evaluation of competitive solicitations is subject to Section 2·8.5 of the Miami-Dade County Code, which, except where contrary to federal or state law, or any other funding source requirements, provides that preference be given to local businesses. If, following the completion of final rankings by the Review Team a non-local Proposer is the highest ranked responsive and responsible Proposer, and the ranking of a responsive and respensible looal Proposer is wahin 5% of the ranking obtained by said non-local Proposer, then the Review Team will reoommend that a contract be negotiated with said local Proposer. 4.8 Negotiations I I I r I II I ! " M ~ I i Mlaml·Dade County, fL I EPPR~~._OO_48=:~ __ _ The Review Team will evaluate, score and rank proposals, and submit the results of the evaluation to the County Mayor or designee with its recommendation. The County Mayor or designee will determine with which Proposer(s) the County shall negotiate, if any, taking into consideration the Local Preference Section above. The County Mayor or designee, at their sole discretion, may direct negotiations with the highest ranked Proposer, negotiations with multiple Proposers, and/or may request best and final offers. In any event the County engages in negotiations with a single or multiple Proposers andlor requests best and final offers, the discussions may include price and conditions attendant to price. Notwithstanding the foregoing, if the County and said Proposer(s) cannot reach agreement on a contract, the County reserves the right to terminate negotiations and may, at the County Mayor's or designee's discretion, begin negotiations with the next highest ranked Proposer(s). This process may continue until a contract aoceptable to the County has been executed or all proposals are rejected. No Proposer shall have any rights against the County arising from such negotiations or termination thereof. Any Proposer recommended for negotiations shall oomplete a Collusion Affidavit, in acoordance with Sections 2·8.1.1 of the Miami· Dade County Code. (If a Proposer fails 10 submit the required Collusion Affidavit, said Proposer shall be ineligible for award.) Any Proposer recommended for negotiations may be required to provide to the County: a) Its most recent certified business financial statements as of a date not earlier than the end of the Proposer's preceding official tax accounting period, together with a statement in writing, signed by a duly authorized representative, stating thai the present financial condilion is materially the same as that shown on the balance sheet and income statement submitted, or with an explanalion for a material change in the financial condHion. A copy of the most recent business income tax return will be accepted if certified financial statements are unavailable. b) Information concerning any prior or pending litigation, either civil or criminal, involving a governmental agency or which may affect the performance of the services to be rendered herein, in which the Proposer, any of ils employees or subcontractors is or has been involved within the last three years. 4.9 Contract Award Any proposed contrect, resulting from this Solicitation, will be submitted to the County Mayor or designee. All Proposers will be notified in writing of the decision of the County Mayor or designee with respect to contract award. The Contract award, ~ any, shall be made to the Proposer whose proposal shall be deemed by the County to be in the best interest of the County. Notwilhstanding the rights of protest lisled below, the County's decision of whether to make the award and to which Proposer shall be final. 4.10 Rights of Protest A reoommendation for contract award or rejaction of all proposals may be protested by .a Proposer in accordance with the procedures contained in Seclions 2·8.3 and 2·8.4 of the County Code, as amended, and as established in Implementing Order No. 3·21. 15.0 TERMS AND CONDITIONS The anticipated form of agreement is atlached. The terms and conditions summarized below are of special note and can be found in their entirety in the agreement: a) Vendor Registration Prior to being recommended for award, the Proposer shall complete a Miami·Dade County Vendor Registration Package. For online vendor registration, visit the Vendor Portal: htlp:llwww.miamidade.govlprocurementivendor·registration.asp. Then, Ihe recommended Proposer shall affirm that all information submHted with its Vendor Registration Package is current, complete and accurate at the time it submitted a response to the Solicitation by compleling an Affirmation of Vendor Affidavit fonn as requested jly the County. b) Insurance Requirements The Contractor shall furnish to the County, Internal SelVices Department Procurement Management Services Division, prior to the oommencement of any work under any agreement, Certificates of Insurance which indicate insurance coverage has been obtained that meets the stated requirements. c) Inspector General Reviews According to Section 2·1076 of the Code of Miami·Dade County, as amended by Ordinance No. 99·63, Miami·Dade County has Miami-Dade County, FL 1 EPPRFP-00485 , m """,""" ... W established the Office of the Inspector General which may, on a random basis, perform audits on all County contracts, throughout the duration of said contracts, except as otherwise indicated. The cost of the audit, if applicable, shall be one quarter (114) of one (1) percent of the total contract amount and the cost shall be included in any proposed price. The audit cost will be deducted by the County from progress payments to the Contractor, if applicable. d) User Access Program Pursuant to Section 2-8.10 of the Miami-Dade County Code, any agreement issued as a result of this Solicitation is subject to a user access fee under the County User Access Program (UAP) in the amount of two percent (2%). All sales resulting from this Solicitation and the utilization olthe County contract price and the terms and conditions identified therein, are subject to the two percent (2%) UAP. 16.0 ATTACHMENTS un Draft Form of Agreement Web Forms -Proposal Submission Package Including: Proposal Submittal Form, Fair Subcontract Practices Affidavi~ Subcontractor Listing, and Lobbyist Registration Form. Proposer Information Section' Form 1 -Price Proposal Schedule' 'Note -The Proposer Information Section and Form 1 have been posted to BidSync in the form of tillable Microsoft Word documents. I I ~ Ii Miami-Dade County, FL I Ulill I EPPRFP-00485 l1li # ~ *I .' .... I Draft Form of Agreement Miami-Dade County, FL I EPPRFP-00485 (This is the form of agreement the County anticipates awarding to the selected Proposer.) Law Enforcement Specialized Training Simulator Contract No. TBD - THIS AGREEMENT ("AGREEMENT") IS MADE AND ENTERED INTO BY AND BETWEEN MIAMI-DADE COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, HAVING ITS PRINCIPAL OFFICE AT 111 N.W. 1ST STREET, MIAMI, FLORIDA 33128 (HEREINAFTER REFERRED TO AS THE "COUNTY'~, AND _________ , A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF __ , HAVING ITS PRINCIPAL OFFICE AT ___________ _ (HEREINAFTER REFERRED TO AS THE "CONTRACTOR"), WITNESSETH: WHEREAS, the Contractor has offered to provide a Law Enforcement Specialized Training Simulator, on a non-exclusive basis, that shall conform to the Scope of Services (Appendix A); Miami-Dade County's Request for Proposals (EPP-RFP) No. TBD, and all associated addenda and attachments, incorporated herein by reference; and the requirements of this Agreement; and, WHEREAS, the Contractor has submitted a written proposal dated ________ , hereinafter referred to as the "Contractor's Proposal" which is incorporated herein by reference; and, WHEREAS, the County desires to procure from the Contractor such Law Enforcement Specialized Training Simulator for the County, in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS The following words and expressions used in this Agreement shall be construed as follows, except when it is clear from the context that another meaning is intended: 1. The words "Contract" or "Agreement" to mean collectively thase terms and conditions, the Scope of Services (Appendix A), all other appendices and attachments hereto, all amendments issued hereto, EPPRFP-00485 No. and all associated addenda, and the Contractor's Proposal. 2. The words "Contract Date" to mean the dale on which this Agreement is affective. 3. The words "Contract Managel" to mean Miami-Dade County's Director, Internal Services Department, or the duly authorized representative designated to manage the Contract. Miami-Dade County, FL I EPPRFP-00485 4. The word 'Contractor"to mean the Proposer that receives any award of a contract from the County as a result of this Solicitation, also to be known as 'the prime Contractor". 5. The word "Days" to mean Calendar Days. 6. The word 'Defect(s)" shall mean incorrect installation of the Simulator or failure altha Simulator to oonform to the Documentation, as defined, or the Final Aoceptance Criteria resulting in inadequacy, malfunction, or imperfeotion. In the event of a conflict between the Final Acceptanoe Criteria and t~e Documentation, the Final Acceptance Criteria shall prevail. 7. The word "Deliverable(s)" shall mean all Software, Software Ucenses and Documentation, as defined below, to be delivered or made available by the Contractor for use by the County, whether on site or remotely accessed, and all Services to be performed for and provided to the County by the Contractor under the Agreement. 8. The words IIdirectedll , IIrequired tl , "permitted lt • flordered!!, IIdesignatedll , l1seleotedl! 1 "prescribed ll or words of like import to mean respectively, the direction, requirement, permission, order, designation, selection or prescription of the County's Project Manager, and simflarly the words "approved', acceptable", ''satisfactory'', "equal", "necessary", or words of like import to mean respectively, approved by, or acceptable or satisfactory to, equal or necessary in the opinion of the County's Project Manager. . 9. The word 'DoGumentation" shall mean all manuals, user documentation, and otherrelaled materials pertaining to the Simulator which are furnished to Licensee by County in connection with the Software. 10. The words "Extra Work" or "Additional Work" resulting in additions or deletions or modifications to the amount, type or value olthe Work and Services as required in this Contract, as directed and/or approved by the County. The words "Project Manager" to mean the County Mayor or the duly authorized representative designated to manage the Project. . 11. The word "Final Acceptance" shall mean the written acceptance of the Simulator by the County. 12. The word 'Final Acceptance Criteria" shall mean the criteria described in Appendix E "Acceptance Procedures", as later and further developed as part of the Plan (as described and set forth in Appendix A "Scope of Services") by which the County will test the Simulator and its functional components and measure irs Gonformance with the final acceptance specifications in the Scope of Services or final design Documents. 13. The word 'Go Live" shall mean the date that the fully developed Simulator components, accepted by the County, will be placed into a production environment. 14. The word "Hardware" shall mean the physical components or equipment that make up a computer system including the programs that control the operations of the computer and support the Software. 15. The word "Maintenance Fee" shall mean the fees associated to the Software required to operate the Simulator as further outiined in Appendix B "Payment Schedule". Miami-Dade County, FL 16. The word "Maintenance" shall mean any activity intended to eliminate faults, to improve or to keep the Simulator in satisfactory working condition, including tests, measurements, adjustments, changes, modifications, enhancements or repairs, and updates. 17. The word "MDPD" shall mean the Miami-Dade Police Department. 18. The words "Project Managel" to mean the County Mayor or the duly authorized representative designated to manage the Project. 19. The word "Releases" shall mean those versions of the Licensed Software which add functionality to the Licensed Software, including any Updates and Upgrades provided under this Agreement. 20. The words "Scope of Services" to mean the document appended hereto as Appendix A, which details the work to be pertormed by the Contractor. 21. The word "Simulator" shall mean the Law Enforcement Specialized Training Simulator, associated Software, and any third party software that the Contractor will make accessible to the County and Third Party Users through the Intemet, as well as an on-site installation of the Simulator, all as described in this Agreement and the attachments hereto. 22. The word "Software" means machine-readable instructions and data (and copies thereof), and related updates and upgrades, licensed materials, user documentation, user manuals, and operating procedures. 23. The word "subcontractor" or "subconsultanf' to mean any person, entity, firm or corporation, other than the employees of the Contractor, who furnishes labor and/or materials, in connection with the Work, whether directly or indirectly, on behalf and/or under the direction of the Contractor and whether or not in privity of Contract with the Contractor. 24. The word "Third Party Users' shall mean those individuals or entiUes authorized by the County to perfonn services, access the Simulator, review information, and make inquiries. 25. The word "Updates" shall mean periodic releases of the Licensed Software that may contain fixes or incremental enhancements to the Licensed Software and are included in Maintenance. 26. The word 'Upgrades" shall mean periodic releases of the Licensed Software that contain significant enhancements that may include changes necessary to accommodate changes in the hardware platform, database platform, operating system or major ohanges in oapability and functionality. 27. The words "Work", "Services" "Program", or "Project" to mean all matters and things required to be done by the Contraotor in accordance with the provisions of this Contraot. ARTICLE 2. ORDER OF PRECEDENCE If there is a conflict between or among the provisions of this Agreement, the order of precedence is as follows: 1) these terms and oonditions, 2) the Scope of Services (Appendix A), 3) the Payment Schedule (Appendix B), 4) the Miami- Dade County's RFP No. EPPRFP-00485 and any associated addenda and attachments thereof, and 5) the Proposers' Proposal. ARTICLE 3. RULES OF INTERPRETATION Miami-Dade County, FL i EPPRFP-00485 a) References to a specified Article, section or schedule shall be construed as reference to that specified Article, or section of, or schedule to this Agreement unless otherwise indicated. b) Reference to any agreement or other instrument shall be deemed to include such agreement or other instrument as such agreement or other instrument may, from time to time, be modified, amended, supplemented, or restated in accordance with its terms. c) The terms "hereof', "herein", "hereinafter", "hereby", "herewith", "hereto", and "hereunder" shall be deemed to refer to this Agreement. d) The litles, headings, captions and arrangements used in these Terms and Conditions are for oonvenience only and shall not be deemed to limit, amplify or modify the terms of this Contract, nor affect the meaning thereof. ARTICLE 4. NATURE OF THE AGREEMENT a) This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained in this Agreement. The parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this Agreement and that this Agreement contains the entire agreement between the parties as to all matters contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that any oral representations or modifications concerning this Agreement shall be of no force or effect, and that this Agreement may be modified, altered or amended only by a written amendment duly executed by both parties hereto or their authorized representatives. b) The Contractor shall provide the services set forth in the Scope of Services, and render full and prompt cooperation with the County in all aspects of the Services performed hereunder. 0) The Contractor acknowledges that this Agreement requires the performance of all things necessary for or incidental to the effective and complete performance of all Work and Services under this Contract. All things not expressly mentioned in this Agreement but necessary to carrying out its intent are required by this Agreement, and the Contractor shall perform the same as though they were specifically mentioned, described and delineated. d) The Contractor shall furnish all labor, materials, tools, supplies, and other items required to perform the Work and Services that are necessary for the completion ofthis Contract. All Work and Services shall be accomplished at the direction of and to the satisfaction of the County's Project Manager. e) The Contractor acknowledges that the County shall be responsible for making all policy decisions regarding the Scope of Services. The Contractor agrees to provide input on policy issues in the form of recommendations. The Contractor agrees to implement any and all changes in providing Services hereunder as a result of a policy change implemented by the County. The Contractor agrees to act in an expeditious and fiscally sound manner in providing the County with input regarding the time and cost to implement said changes and in executing the activities required to implement said changes. ARTICLE 5. CONTRACT TERM 5.1 The Agreement shall become effective on the date that is it is signed by the County or the Contractor, whichever is later and shall be for the duration of three (3) yea~s). The County, at its sole discretion, reserves the righlto exercise the option to renew this Agreement for two (2) additional one (1) year periods. Miami·Dade County, FL IlEPPRFP-00485 5.2 Extension. The County also reserves the rightto exercise its option to extend this Agreementfor up to one hundred· eighty (180) calendar days beyond the current Agreement period or beyond any of the renewals. The County will notify the Contractor in writing of the extension. This Agreement may be further extended beyond the initial one hundred· eighty (1aO) calendar day extension period by mutual agreement between the County and the Contractor, upon approval by the Board of County Commissioners. ARTICLE 6. GRANT OF LICENSE 6.1 License. Contractor agrees to provide the County with licensed Software and Documentation in accordance with the provisions contained within this Agreement. 6.2 Contractor grants the County a limited, perpetual, non-transferable, non-exclusive license to use the licensed Software and Documentation in accordance with the tenns of this Agreement Such license shall not be construed to be any license to source coda for any of the Software ARTICLE 7. NOTICE REQUIREMENTS All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficiently served if delivered by Registered or Certified Mail, with retum receipt requested; or delivered personally; or delivered via fax or e-mail (if provided below) and followed with delivery of hard copy; and in any case addressed as follows: (1) To the County a) to the Project Manager. and , Miami-Dade Police Department Miami, FL 33172 Attention: TBD Phone: E-mail: b) to the Contract Manager: Miami-Dade County Internal Services Department Procurement Management Division 111 NW. 1" Street, Suite 1375 Miami, FL 33128-1974 Attention: Santiago A. Pastoriza Phone: (305) 375-1084 Fax:(305) 375·5688 E-mail: (2) To the Contractor Attention: Phone: Fax: E-mail: • I EPPRFP-00485 Miami-Dade County, FL Either party may at any time designate a different address and/or contact person by giving notice as provided above to the other party. Such notices shall be deemed given upon receipt by the addressee. ARTICLE 8. DELIVERY 8.1 Delivery of the Simulator shall be according to Appendix A 'Scope of SelVices" and contingent upon final acoeptance by the County. 8.2 Documentation. The Contractor shall provide electronic copies of the associated Simulator Documentation as provided by the developer of the Simulator to the County upon final Simulator acceptance. ARTICLE 9. SUPPORT AND MAINTENANCE SERVICES Contractor shall provide the County with technical support and maintenance selVices in the manner outiined in Appendix A, "Scope of Services" for the Simulator throughout the term of this Agreement, including any options or extensions exercised by the County. ARTICLE 10. PROTECTION OF SOFTWARE 10.1 No Reverse Engineering. The County agraes not to modify, reverse engineer, disassemble, or decompile the Software, or any portion thereof. 10.2 Ownership. County further acknowledges that all copies of the Software in any form provided by the Contractor are the sole property of the Contractor. The County shall not have any right, titie, or interest to any such Software or copies thereof except as provided in this Agreement, and further shall secure and protect all Software and Documentation consistent with maintenance of Contractor's proprietary rights therein. ARTICLE 11. SOFTWARE MODIFICATIONS 11.1 Software Enhancements or Modifications. The County may, from time to time, request that the Contractor incorporate certain features, enhancements or modifications into the Software. When requested by the County, the Contractor shall provide the requested Simulator enhancements/modifications including all relevant source code. Upon the County's request for such enhancements/modifications the County shall prepare a Statement of Work ("SOW") for the specific Project that shall define in detail the Services to be performed. The Contractor shall submit a cost and/or temporary revenue sharing proposal including all costs pertaining to furnishing the County with the enhancements/modifications. a) After the SOW has been accepted a detailed requirements and detailed design document shall be submitted illustrating the complete financial terms that govem the SOW, proposed Project staffing, anticipated Project schedule, and other information relevant to the Project. Each SOW executed hereunder shall automatically incorporate the terms and conditions of this Agreement. Such enhancements or modifications shall become the property of the County. Notwithstanding the foregoing, perfonmance of any such modifications shall not compromise the Contractor's warranty obligations. b) Following the County's acceptance of all enhancementslmodification, the Contractor shall provide the County, if so requested with written confirmation of the date the enhancements/modification was applied to the Software, and any and all Documentation relating to the Software and or enhancements/modification thereto. ARTICLE 12. INSTALLATION SERVICES a) If the Contractor fails to provide deliverables within the time specified or if the Simulator and/or Equipment delivered fails to conform to the requirements or are found to be defective in material or workmanship, then the County may reject the delivered Simulator and/or Equipment or may accept any item of Simulator and/or Equipment and reject the balance of the delivered Simulator and/or Equipment. The County shall notify Contractor of such rejection in writing and specify in 8uch notice, the reasons for such rejection. Contractor agrees to deliver a fix or workaround replacement for the Simulator and/or Equipment for such items of rejected Simulator within fifteen (15) business days of Contractor's receipt of the County's rejection notice. b) The Contractor shall bear the risk of loss or damage to delivered Simulator and/or Equipment until the time the Project Manager certifies that the Simulator(s) has successfully completed the Simulator Acceptance test whether such 1088 or damage crises from acts or omissions (whether negligent or not) of the Contractor or the County or from any other cause whatsoever, except loss or damage arising solely from the negligence or willful acts of the County. c) Contractor agrees to install the Simulator at the County's facilities. Contractor agrees to commence installation of the Simulator according to the Instsllation schedule unless a different time for installation is otherwise mutually agreed upon by the parties hereto. All installation seNices will be performed during normal business hours. Whenever possible, however some services to be provided may be required outside of normal business hours to accommodate County operations. Work to be performed outside normal business hours will be mutually agreed by both parties. Contractor shall diligently pursue and complete such installation services without interruption and in accordance with the Installation Schedule, so that SLlch Simulator is in good working order and ready for use by the dates set forth in the Schedule. d) Contractor agrees to do all things necessary for proper installation of the Simulator and to perform its installation obligations hereunder in an orderly, skillful and expeditious manner, with sufficient labor and materials to ensure efficient and timely completion of such obligations. If applicable, Contractor shall coordinate wijh the Project Manager all work with all other Contractors and/or County personnel performing work to complete Simulator installation. The County shall be responsible for resolving all disputes relating to Site access between Contractor and/or County personnel. Contractor shall provide all materials necessary to property implament the Simulator. The County shall attempt to provide reasonable working and secure storage space for the performance by Contractor of the installation services described herein. e) Unless otherwise agreed to by the County, Contractor agrees as part of the installation to perform all required services to successfully achieve all objectives set forth in the scope of work, including, but not limited to, (a) Simulator configuration; (b) interface development; (c) software testing; (dl acceptance and user acceptance testing; (e) training; (I) cooperating with all other Contractors supplying peripheral or ancillal)' equipment that will interface with the Simulator; and (g) any additional services necessary to ensure Contractor's compliance with this Article 12. Simulator testing shall consist of the tests described in the Scope of Services which are to be conducted collectively by the Contractor and the County. The purpose of these tests is to demonstrate the complete operability of the Simulator in conformance with the requirements of the Contract. This will include an actual demonstration of all required Simulator functionality. All tests shall be in accordance with test plans and procedures prepared by Contractor and previously approved by the COLlnty. In the event of any outstanding deficiencies at the conclusion of installation testing, as determined by the County, Contractor shall be responsible for instituting necessary corrective measures, and for subsequently satisfactorily demonstrating and/or re-<iemonstrating Simulator performance. ARTICLE 13. TESTS The Contractor shall configure and program the Simulator to conform to the Scope of Services. The software and associated equipment will be subject to several tests, including a Simulator Acceptance test as further defined in the Scope of Services, Installation Plan, and Acceptance Criteria to be developed and agreed by both parties. To assure Simulator performance, the County's Projecl manager will coordinate all testing of the Simulator and provide Final Miami-Dade County, FL ! EPPRFP-00485 Acceptance upon completion of all milestones and deliverable. as outlined in the Scope of Services. Failure of the Simulator to satisfy the acceptance criteria and conform to the requirements set forth in the Scope of Services by the timeframes set forth in the Installation Timeline may result in the County withholding payment until satisfactory acceptance is granted to the Contractor. After Final Acceptance is granted, any modifications, fixes, enhancements, andlor new releases of the Simulator require separate testing periods and sign"off from the County Project Manager prior to migrating it into the production software. The testing protocol shall be as follows: o Contractor's Project Manager will provide written notice to the County Project Manager of modifications, fixes, enhancements, andlor new releases of the software available for testing. o The Contractor's Project Managerwill coordinate all user acceptance testing dates, acceptance criteria, and training for the new functionality for thetast group. o The County will be granted five (5) business days orothertimeframe agreed to by both parties in writing to perform testing based on the outlined functionality being delivered to the County on the Acceptance Criteria sign off sheet. o The County's Project Manager will provide the Contractor with written notice of acceptance (sign-<lff) or rejection (with dooumented material non conformities in the funotionality) within 5 business days, unless more time is needed, in whioh case the County will notify the Contractor in writing accordingly. o Deficiencies found will be noted on the Acceptance Criteria sign off sheet and the Contraotor will be provided an opportunity to correct the issues. The Contractor will be required to provide the County with an updated timeline and work around (fix) within three (3) business days unless additional time is requested in writing and agreed by both parties. o Once the release is accepted, the functionality will be moved into the production module. And updated documentation will be provided to the County. ARTICLE 14. FEES AND PAYMENT 14.1 Fees. The County shall pay the Fees or other considerations for the Simulator, and Documentation as set forth on Appendix B "Price Sohedule" attached hereto. All amounts payable hereunder by the County shall be payable to the Contractor upon invoice as defined in Appendix B. The County shall have no obligation to pay the Contractor or any additional sum in excess of this amount, except for a change andlor modification to the Agreement, which is approved and executed in writing by the County and the Contractor. All Services undertaken by the Contractor prior to the County's approval ofthis Agreement shall be done althe Contractor's risk and expense. 14.2 Travel. With respect to travel costs and travel related expenses, the Contractor agrees to adhere to CH. 112.061 of the Florida Statutes as they pertain to out·of"pocket expenses including employee lodging, transportation, per diem, and all miscellaneous cost·and fees. The County shall not be liable for any such expenses that have not been approved in advance, in writing, by the County. 14.3 Fixed Pricing. Prices shall remain firm and fIXed for the term of the Agreement, Including any option or extension periods; however, the Contractor may offer incentive discounts to the County at any time during the Agreement term, including any renewal or extension thereof. 14.4 Invoices. All invoices issued by the Contractor, shall be supported by receipt bills or other documents reasonably required by the County. Invoices shall show the County's Agreement number, and shall have a unique invoice number assigned by the Contractor. It is the policy of Miami·Dade County that payment for all purchases by County agencies and the Public Health Trust shall be made in a timely manner and that interest payments be made on late payments. Miami-Dade County, FL All firms, including Small Business Enterpnses, providing goods and services to the County, shall receive payment to maintain sufficient cash ffow. In accordance with Florida Statutes, Section 218.74 and Section 2-8.1.4 of the Miami- Dade County Code, the time at which payment shall be due from the County or the Public Health Trust shall be forty- five (45) days from receipt of a proper invoice. Billings from prime Contractors under services and goods contracts with the County or Public Health Trust, that are Small Business Enterpnse contraot set-aside, bid preference or oontain a subcontractor goal, shall be promptly reviewed and payment made by the County or Trust on those amounts not under dispute within fourteen (14) calendar days of receipt of such billing by the County or the Trust pursuant to Sections 2-8.1.1.1.1 and 2-8.1.1.1.2 of the Miami-Dade County Code. All payments due from the County or the Public . Health Trust, and not made within the time specified by this section shall bear interest from thirty (30) days after the due date at the rate of one percent (1%) per month on the unpaid balance. Further, proceedings to resolve disputes for payment of obligations shall be concluded by final written decision of the County Mayor, or his or her designee(s), not later than sixty (60) days after the date on which the proper invoice was received by the County orthe Public Health Trust. Miami, FL ---- Attn: Phone: (305) Fax: (305) The County may at any time designate a different address and/or contact person by giving written notice to the other party. ARTICLE 15. INDEMNIFICATION AND INSURANCE Contractor shall indemnify and hold harmless the County and its officers, employees, agents and instrumentalities irom any and all liability, losses or damages, including attorneys' iees and costs of defense, which the County or its officers, employees, agents or instrumentalities may incur as a result oi claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by the Contractor or its employees, agents, servants, partners principals or subcontractors. Contractor shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's iees which may issue thereon, Contractor expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County or its officers, employees, agents and instrumentalities as herein provided. The Contractor shall furnish to the Inlernal Services Department / Procurement Management Services, 111 NW 1'[ Street, Suite 1300, Miami, Florida 33128-1989, Certificate(s) of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: A. Worker's Compensation Insurance for all employees of the Provider as required by Florida Statute 440. B. Commercial General Liability Insurance on a comprehensive basis in an amount not less than $300,000 combined single limit per OCCUITenoe for bodily injury and property damage. Miami-Dade County must be shown as an additional Insured with respect to this coverage. Miami-Dado County, FL lEPPRFP-00485 C. Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in connection with the work, in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. D. Professional Liability Insurance in the amount of $1 ,000,000 per claim. 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 VII" as to financial strength, by Besfs Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the County Risk Management Division. or The company must hold a valid Florida Certificate of Authority as shown in the latest 'list of All Insurance Companies Authorized or Approved to Do Business in Florida" issued by the State of Florida Department of Financial Services. . CERTIFICATE HOLDER MUST READ: MIAMI-DADE COUNTY 111 NW 1ST STREET SUITE 2340 MIAMI, FL 33128 Compliance with the foregoing requirements shall not relieve the Contractor of this liability and obligation under this seotion or under any other seotion in this Agreement. Award of this Contraot is contingent upon the receipt of the insurance doouments, as required, within ten (10) business days. If the insurance certificate is received within the specified timeframe but not in the manner prescribed in this Agreement, the Contractor shall have an additional five (5) business days to submit a oorrected certifioate to tha County. l(the Contractorlails to submit the required insurance doouments in the manner prescribed in this Agreement within fifteen (15) business days, the Contractor shall be in default of the contractual terms and conditions and award of the Contract may be resoinded, unless such timeframe lor submission has been extended by the County. The Contractor shall assure that the Certificates of Insurance required in conjunction with this Section remain in full force for the term of the Contract, including any renewal or extension periods that may be exercised by the County. If the Certificate(s) of Insurance is scheduled to expire during the term olthe Contract, the successful Bidder shall submit new or renewed Certificate(s) of Insurance to the County a minimum of ten (10) calendar days before such expiration. In the eventlhat expired Certificates of Insurance are not replaced or renewed to cover the Contract period, the County may suspend the Contract until the new or renewed certificates are received by the County in the manner prescribed herein. If such suspension exceeds thirty (30) calendar days, the County may, at its sole discretion, terminate the Contrad for cause and the Contraotor shall be responSible for all direct and indirect oosts associated with such termination. ARTICLE 16. MANNER OF PERFORMANCE a) The Contractor shall provide the Services described herein in a competent and professional manner satisfactory to the County in accordance with the terms and conditions of this Agreement The County shall be entitled to a satisfactory performance 01 all Services described herein and to full and prompt cooperation by the Contractor in all aspects of the Services. At the request of the County, the Contractor shall promptly remove from the project any Contractor's employee, subContractor, or any other person performing Services hereunder. The Contractor agrees that such removal of any of its employees does not require the termination Miami-Dade County, FL I :!:~RFP-00485 or demotion of any employee by the Contractor. b) The Contractor agrees to defend, hold harmless and indemnify the County and shall be liable and responsible for any and all claims, suits, actions, damages and costs (including attorney's fees and court costs) made against the County, occurring on account of, arising from or in connection with the removal and replacement of any Contractor's personnel performing selVices hereunder at the behest of the County. Removal and replacement of any Contractor's personnel as used in this Article shall not require the termination and or demotion of such Contractor's personnel. c) The Contractor agrees that at all times it will employ, maintain and assign to the performance of the Services a sufficient number of competent and qualified professionals and other personnel to meet the requirements to which reference is hereinafter made. The Contractor agrees to adjust its personnel staffing levels or to replace any its personnel if so directed upon reasonable request from the County, should the County make a determination, in its sole discretion that said personnel staffing is inappropriate or that any individual is not performing in a manner consistent with the requirements for such a position. d) The Contractor warrants and represents that its personnel have the proper skill, training, background, knowledge, experience, rights, authorizations, integrity, character and licenses as necessary to perform the Services described herein, in a competent and professional manner. e) The Contractor shall at all times cooperate with the County and coordinate its respective work efforts to most effectively and effiCiently maintain the progress in performing the SelVices. The Contractor shall comply with all provisions of all federal, state and local laws, statutes, ordinances, and regulations lIlat are applicable to the performance of this Agreement ARTICLE 17. EMPLOYEES OF THE CONTRACTOR All employees of the Contractor shall be considered to be, at all times, employees of the Contractor under its sale direction and not employees or agents of the County. The Contractor shall supply competent employees. Miami-Dade County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on County property is not in the best interest of the CountY. Each employee shall have and wear proper identification. ARTICLE 18. INDEPENDENT CONTRACTOR RELATIONSHIP The Contractor is, and shall be, in the performance of all work selVices and activities under this Agreement, an independent Contractor, and not an employee, agent orselVant of the County. All persons engaged in any olthe work or services performed pursuant to this Agreement shall at all times, and in all places, be subject to the Contractors sole direction, supervision and control. The Contractor shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the Contractor's relationship and the relationship of its employees to the County shell be that of an independent Contractor and not as employees and agents of the County. The Contractor does not have the power or authority to bind the County in any promise, agreement or representation other than specifically provided for in this Agreement. ARTICLE 19. AUTHORITY OF THE COUNTY'S PROJECT MANAGER a) The Contractor hereby acknowledges that the County's Project Manager will determine in the first instance all questions of any nature whatsoever arising out of, under, or in connection with, or in any way relaled to or on account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the SelVices: questions as to either party's fulfiUmenl of its obligations under the Contract: negligence, fraud or misrepresentation before or subsequent to acceptance of the Contractor's Proposal: questions as to the interpretation of the Scope of SelVices: and claims for damages, compensation and losses. • Miami-Dade County, FL .. ~ _='r I EPPRFP-00485 b) The Contractor shall be bound by all determinations or orders and shall promptly CQmply with every order of the Project Manager, including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Manager's determination or order. Where orders are given orally, they will be issued in writing by the Project Manager as soon thereafter as is practicable. c) The Contractor must, in the final instance, seek to resolve every difference cencerning the Agreement with the Project Manager. In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute in accordance with the procedures set forth in this Article. Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the parties to this Agreement authorize the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (including but not limited to claims in the nature of breach of centrect, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of each with respect to matters within the County Mayor's purview as set forth above shall be conclusive, finel and binding on parties. Any such disJJute shall be brought, if at all, before the County Mayor within 10 days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shaH base the decision on an independent and objective determination of whether Contractor's performance or any Deliverable meets the requirements oHhis Agreement and anyspecifioetions with respect thereto set forth herein. The effect of any decision shall not be impaired or waived by any negotiations or settlements or offers made in connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the Agreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent information in regard to such questions, in order that a fair and impartial decision may be made, Whenever the County Mayor is entitled to exercise discretion or judgement or to make a detenmination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial When exercised or taken. The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited orwaived elsewhere in the Agreemen~ Contractor reserves the right to pursue any remedies available under law after exhausting the provisions of this Article. ARTICLE 20. MUTUAL OBLIGATIONS a) This Agreement, including attachments and appendices to the Agreement, shall constitute the entire Agreement between the parties with respect hereto and supersedes all previous communications and representations or agreements, whether written or oral, with respect to the subject matter hereto unless acknowledged in writing by the duly authorized representatives of both parties. b) Nothing in this Agreement shall be construed for the benefit, intended or otherwise, of any third party that is not a parent or subsidiary of a party or otherwise related (by virtue of ownership control or statutoI)' control) to a party. c) In those situations whare this Agreement imposes an indemntty obligation on the Contractor, the County may, at its expense, elect to participate in the defense if the County should so choose. Furthermore, the County may at its own expense defend or settle any such claims if the Contractor fails to diligently defend such claims, and thereafter seek indemnity for cests from the Contractor. ARTICLE 21. QUALITY ASSURANCE/QUALITY ASSURANCE RECORD KEEPING The Contractor shell maintain, end shall requira that its subcontractors' and suppliers maintain, complete and accurate _'1 Miami-Dade County, FL I EPPRFP-00485 records to substantiate compliance with the requirements set forth in 1I1e Scope of Services. The Contractor and its subcontractors' and suppliers, shall retain such records, and all other documents relevant to the Services furnished under 1I1is Agreement for a period of three (3) years from the expiration date of this Agreement and any extension thereof. ARTICLE 22. AUDITS The County, or its duly authorized representatives or governmental agencies, shall until the expiration of three (3) years after the expiration of this Agreement and any extension thereof, have access to and the right to examine and reproduce anyofthe Contractor's books, documents, papers and records and of its subcontractors' and suppliers which apply to all matiers of the County. Such records shall subsequently conform to Generally Accepted Accounting Principles requirements, as applicable, and shall only address those transactions relaled 10 Ihis Agreement. Pursuant 10 County Ordinance No. 03-2, the Contractor will grant access to the Commission Auditor to all financial and performance related records, property, and equipment purchased in whole or in part with government funds. The Contractor agrees to maintain an accounting solution that provides accounting records that are supported with adequate documentation, and adequate procedures for determining the aJlowability and allocability of costs. ARTICLE 23. SUBSTITUTION OF PERSONNEL In the evenlthe Contractor wishes to substitute personnel forthe key personnel identified by the Contractor's Proposal, the Contractor must notify the County in writing and request written approval for the substitution at least ten (10) business days prior to effecting such substitution. ARTICLE 24. CONSENT OF THE COUNTY REQUIRED FOR ASSIGNMENT The Contractor shall not assign, transfer, conveyor otherwise dispose of this Agreement, including its rights, title or interest in or to the same or any part thereof without the prior written consent of 1I1e County. ARTICLE 25. SUBCONTRACTUAL RELATIONS a) If the Contractor will cause any part of this Agreement to be performed by a Subcontractor, the provisions of this Contract will apply to such Subcontractor and its officers, agents and employees in all respects as if it and they were employees of the Contractor; and the Contractor will not be in any manner thereby discharged from its obligations and liabilities hereunder, but will be liable hereunder for all acts and negligence of the SubContractor, its officers, agents, and employees, as if they were employees of the Contractor. The services performed by the SubContractor will be subject to the provisions hereof as if performed directly by the Contractor. b) The Contractor, before making any subcontract for any portion of the services, will state in writing to the County 1I1e name of the proposed Subcontractor, the portion of the Services which the SubContractor is to do, the place of business of such SubContractor, and such other information as 1I1e County may require. The County will have 1I1e right to require the Contractor not to award any subcontract to a person, firm or corporation disapproved by the County. c) Before entering into any subcontract hereunder, the Contractor will inform the SubContractor fully and completety of all provisions and requirements of 1I1is Agreement relating either directly or indirectly to the Services to be performed. Such Services performed by such SubContractor will strictly comply with the requirements of this Contract. dl In orderto qualify as a SubContractor satisfactory to the County, in addition to the other requirements herein provided, the SubContractor must be prepared to prove to the satisfaction of the County that it has the necessary facilities, skill and experience, and ample financial resources to perform the Services in a satisfactory manner. To be considered skilled and experienced, the SubContractor must show to the Miami-Dade County, FL I E!'PRFP-00485 = satisfaction of the County that it has satisfactorily performed services of the same general type which is required to be performed under this Agreement. e) The County shall have the right to withdraw its consent to a subcontract IT it appears to the County that the subcontract will delay, prevent, or otherwise impair the perfonnance of the Contractor's obligations under this Agreement. All SubContractors are required to protect the confidentiality of the County's and County's proprietary and confidential information. Contractor shall furnish to the County copies of all subcontracts between Contractor and SubContractors and suppliers hereunder. Within eaoh such subcontract, there shall be a clause for the benefit of the County in the event the County finds the Contractor in breaoh of this Contract, permitting the County to request completion by the SubContractor of its performanoe obligations under the subcontract The clause shall inolude an option for the County to pay the SubContractor directly for the performance by such SubContractor. Notwithstanding, the foregoing shall neither convey nor imply any obligation or liability on the part of the County to any subContractor hereunder as more fully described herein. ARTICLE 26. ASSUMPTION, PARAMETERS. PROJECTIONS. ESTIMATES AND EXPLANATIONS The Contractor understands and agrees that any assumptions, parameters, projections, estimates and explanations presented by the County were provided to the Contractor for evaluation purposes only. However, since these assumptions, parameters, projections, estimates and explanations represent predictions offuture events the County makes no representations or guarantees; and the County shall not be responsible for the aocuracy of the assumptions presented; and the County shall not be responsible for conclusions to be drawn therefrom; and any assumptions, parameters, projections, estimates and explanations shall not form the basis of any claim by the Contractor. The Contractor accepts all risk associated with using this information. ARTICLE 27. SEVERABILITY If this Agreement contains any provision found to be unlawful, the same shall be deemed to be of no effect and shan be deemed stricken from this Agreement without affecting the binding force of this Agreement as it shall remain after omitting suoh provision. ARTICLE 28. TERMINATION AND SUSPENSION OF WORK a) The County may terminate this Agreement if an individual or corporation or other entity attempts to meet its contractual obligation with the County through fraud, misrepresentation or material misstatement. b) The County may, as a further sanction, tenninate or cancel any other contract(s) that such individual or corporation or other entity has with the County and that such individual. corporation or other entity shall be responSible for all direct and indirect costs assooiated with such termination or oanoellation, including atiorney's fees. c) The foregoing notwithstanding, any individual, corporation or other entity which a!tempts to meet its contractual obligations with the County through fraud, misrepresentation or material misstatement may be debarred from County contracting for up to five (5) years in acoordance with the County debarment procedures. The Contractor may be subjectto debarment forlailure to perform and all other reasons setforth in Section 10-38 of the County Code. d) In addition to canoellation or termination as otherwise provided in this Agreement, the County may at any time, in its sole discretion, with or without cause, terminate this Agreement by written notice to the Contractor. e) In the event that the County exercises its right to terminate this Agreement, the Contractor shall, upon receipt of such notice, unless otherwise direoted by the County; i. stop work on the date specified in the notice ('the Effective Termination Date"); -............... ' I EPPRFP-~~485 Miami-Dade County, FL ii. take such action as may be necessary for the protection and preservation of the County's materials and property; iiI. cancel orders; iv. assign to the County and deliver to any location designated by the County any non-cancelable orders for Deliverables that are not capable of use except in the performance of this Agreement and has been specifically developed for the sale purpose of this Agreement and not incorporated in the Services; v. taka no action which will increase the amounts payable by the County under this Agreement; and In the event that the County exercises its right to terminate this Agreement, the Contractor will be compensated as stated in the payment Articles herein for the: I. portion of the Services completed in accordance with the Agreement up to the Effective Termination Date; and il. non-cancelable Deliverables that are not capable of use except in the performance of this Agreemeni and has been specifically developed for the sale purpose of this Agreement, but not incorporeted in the Services. g) All compensation pursuant to this Article are subject to audit. ARTICLE 29. EVENT OF DEFAULT a) An Event of Default shall mean a breach of this Agreement by the Contractor. Without limiting the generality of the foregoing, and in addition to those instances referred to herein as a breach, an Event of Default shall include the following: i. the Contractor has not delivered Deliverables on a timely basis; ii. the Contractor has refused or failed to supply enough properly skilled staff personnel; iii. the Contractor has failed to make prompt payment to subcontractors or suppliers for any Services; iv. the Contractor has become insolvent (other than as interdicted by the bankruptcy laws), or has assigned the proceeds received forthe benefit olthe Contractors creditors, orthe Contractor has taken advantage of any insolvenoy statute or debtor/creditor law or if the Contractor's affairs have been put in the hands of a receiver, v. the Contractor has failed to obtain the approval of the County where required by this Agreement; vI. the Contractor has failed to provide "adequate assurances" as required under subsection b below; viI. the Contractor has failed in the representation of any warranties stated herein. b) When, in the opinion of the County, reasonable grounds for uncertainty exist with respect to the Contractors ability to perform the Services or any portion thereof, the County may request that the Contractor, within the timeframe set forth in the County's request, provide adequate assurances to the County, in writing, of Ihe Contraclor's ability to perform in accordance with the terms olthis Agreement. Until the County receives such assurances, the County may request an adjustment to the compensation received by the Contractor for portions of the Services which the Contractor has not performed. In the event that the Contractor fails to Miami-Dade County, FL I E~PRFP-00485 provide to the County the requested assurances within the prescribed timeframe, the County may: i. treat such failure as a repudiation of this Agreement; and ii. resort to any remedy for breach provided herein or at law, including but not limited to, taking over the peJiormance of the Services or any part thereof either by itself or through others. c) In the evenltha County shall terminate this Agreementfordefault, the County or its designated representatives may immediately take possession of all applicable equipment, materials, products, documentation, reports and data. ARTICLE 30. NOTICE OF DEFAULT -OPPORTUNITY TO CURE If an Event of Default occurs in the determiliation of the County, the County may so notify the Contractor ("Default Notice"), specifying the basis for such default, and advising the Conlractorthat such default must be cured immediately or this Agreement with the County may be terminated. Notwithstanding, the County may, in its sale discretion, allow the Contractor to rectify the default to the County's reasonable satisfaction within a thirty (30) day period. The County may grant an additional period of such duration as the County shall deem appropriate without waiver of any of the County's rights hereunder, so long as the Contractor has commenced curing such default and is effectuating a cure with diligence and continuity during such thirty (30) day period or any other period which the County prescribes. The default notice shall specify the date the Contractor shall discontinue the Services upon the Termination Date. ARTICLE 31. REMEDIES IN THE EVENT OF DEFAULT If an Event of Default occurs, the Contractor shall be liable for all damages resulting from the default, including but not limited to: a) lost revenues; b) the difference between the cost associated with procuring Services hereunder and the amount actually expended by the County forre-procurement of Services, including procurement and administrative costs; and c) such other direct damages. The Contractor shall also remain liable for any liabilities and claims related to the Contracto~s default. The County may also bring any suit or proceeding for specific peJiormance or for an injunction. ARTICLE 32. PATENT AND COPYRIGHT INDEMNIFICATION a) The Contractor shall not infringe on any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third party proprietary rights in the peJiormance of the Work. b) The Contractor warrants that all Deliverables furnished hereunder, including but not limited to: equipment, programs, documentation, software, analyses, applications, methods, ways, processes, and the like, do not infringe upon or violate any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third party proprietary rights. c) The Contractor shall be liable and responsible for any and all claims made against the County for infringement of patents, copyrights, service marks, trade secrets or any other third party proprietary rights, by the use or supplying of any programs, documentation, software, analyses, applications, methods, ways, processes, and the like, in the course ofpeJiormance orcompletionof, or in anyway connected with, the Work, orthe County's continued use of the Deliverables furnished hereunder. Accordingly, the Contractor at its own expense, including the payment of attorney's fees, shall indemnify, and hold harmless the County and defend any action brought against the County with respect to any claim, demand, cause of action, debt, or liability. d) In the event any Deliverable or anything provided to the County hereunder, or portion thereof is held to constitute an infringement and its use is or may be enjoined, the Contractor shall have the obligation to, at the County's option to (i) modify, or require that the applicable subcontractor or supplier modify, the alleged infringing item(s) at its own expense, without impairing in any respect the functionality or performance of the item(s), or (ii) prooure for the County, at the Contractors expense, the rights provided under this Agreement to use the item(s). e) The Contractor shall be solely responsible for determining and infonning the County whether a prospective supplier or subcontractor is a party to any litigation involving patent or copyright infringement, service mark, trademark, violation, or proprietary rights claims or is subjeot to any injunotion which may prohibit it from providing any Deliverable hereunder, The Contractor shall enter into agreements with all suppliers and subcontractors at the Contractor's own risk. The County may rejeot any Deliverable that it believes to be the subjeot of any such litigation or injunction, or if, in the County's judgment, use thereof would delay the WOIi< or lie unlawful. . ARTICLE 33. CONFIDENTIALITY a) All Developed Works as defined in Article 36 and other materials, data, transactions of all forms, financial information, documentation, inventions, designs and methods obtained from the County in connection with the Services performed under this Agreement, made or developed by the Contractor or its subcontraotors in the course of the performance of suoh Services, or the results of such Services, or whioh the County holds the proprietary rights, constitute Confidential Information and may not, without the prior written consent of the County, be used by the Contractor or its employees, agents, subcontractor or suppliers for any purpose other than for the benefit of the County, unless required by law. In addttion to the foregoing, all County employee information and County financial information shall be oonsidered Confidential Information and shall be subject to all the requirements stated herein. Neither the Contractor nor its employees, agents, subcontraotor or suppliers may sell, transfer, publish, disclose, display, license or otherwise make available to others any part of such Confidential Information without the prior written oonsent of the County. Additionally, the Proposer expressly agrees to be bound by and to defend, indemnify and hold harmless the County, and their officers and employees from the breach of any federal, state or local law in regard to the privacy of individuals. b) The Proposer shall advise each of its employees, agents, subcontractors and suppliers who may be exposed to such Confidential Information of their obligation to keep such information confidential and shall promptly advise the County in writing if it learns of any unauthorized use or disclosure of the Confidential Information by any of its employees or agents, or subcontractors or suppliers employees, present or former. In addition, the Contractor agrees to cooperate fully and provide any assistance necessary to ensure the confidentiality of the Confidential Information. c) It is understood and agreed that in the event of a breach of this Article damages may not be an adequate remedy and the County shall be entitled to injunctive relief to restrain any such breach or threatened breach. Unless otherwise requested by the County, upon the completion of the Servioes performed hereunder, the Contractor shall immediately turn over to the County all suoh Confidential Information existing in tangible form, and no copies thereof shall be retained by the Contractor or its employees, agents, subcontractors or suppliers without the prior written consent of the County. A certificate evidencing compliance with this provision and signed by an officer of the Contractor shall accompany such materials. ARTICLE 34. PROPRIETARY INFORMATION As a political subdivision of !he State of Florida, Miami-Dade County is subject to the stipulations of Florida's Public Records Law. Miami·Dad. County, F:......_.~ .. ________ . _______ ..J!.I_E_pp_R~F~P._O_04~8_5 ~ __ The Contractor acknowledges that all computer software in the County's possession may constitute or contain information or materials which the County has agreed to protect as proprietary information from disclosure or unauthorized use and may also constttute or contain information or materials which the County has developed at its own expense, the disclosure of which could harm the County's proprietary interest therain. During the term of the contract, the Contractor will not use directly or indirectly for itself or for others, or publish or disclose to any third party, or remove from the County's property, any computer programs, data compilations, or other software which the County has developed, has used or is using, is holding for use, or which are othenwise in the possession of the County (hereinafter "Computer Software"). All third·party license agreements must also be honored by the Contractors and their employees, except as authorized by the County and, ii the Computer Software has been leased or purchased by the County, all hired party license agreements must also be honored by the Contractors' employees with the approval 01 the lessor or Contractors thereof. This includes mainframe, minis, telecommunications, personal computers and any and all information technology software. The Contractor will report to the County any information discovered or which is disclosed to the Contractor which may relate to the improper use, publication, disclosure or removal from the County's property of any information technology software and hardware and will take such steps as are within the Contractor's authortty to prevent improper use, disclosure or removal. ARTICLE 35. PROPRIETARY RIGHTS a) The Contractor hereby acknowledges and agrees that the County retains all rights, title and interests in and to all materials, data, documentation and copies thereof furnished by the County to the Contractor hereunder or furnished by the Contractor to the County and/or created by the Contractor for delivery to the County, even if unfinished or in process, as a result of the Services the Contractor periorms in connection with this Agreement, including all copyright and other proprietary rights therein, which the Contractor as well as its employees, agents, subcontractors and suppliers may use only in connection with the periormance of Services under this Agreement. The Proposer shall not, without the prior written consent of the County, use such documentation on any other project in which the Proposer or its employees, agents, subcontractors or suppliers are or may become engaged. Submission or distribution by the Proposer to meet official regulatory requirements or for other purposes in connection with the performance of Services under this Agreement shall not be construed as publication in derogation of the County's copyrights or other proprietary rights. b) All rights, title and interest in and to certain inventions, ideas, designs and methods, specifications and other documentation related thereto developed by the Contractor and its subcontractors specifically for the County, hereinafter referred to as "Developed Works" shall become the property of the County. c) Accordingly, neither the Contractor nor its employees, agents, subcontractors or suppliers shall have any proprietary interest in such Developed Works. The Developed Works may not be utilized, reproduced or distributed by or on behalf of the Contractor, or any employee, agent, subcontractors or supplier thereof, without the prior written consent of the County, except as required for the Contractor's performance hereunder. d) Except as othenwise provided in subsections a, b, and c above, or elsewhere herein, the Contractor and its subcontractors and suppliers hereunder shall retain all proprietary rights in and to all Licensed Software provided hereunder, that have not been customized to satisfY the periormance criteria set forth in the Scope of Services. Notwithstanding the foregoing, the Contractor hereby grants, and shall require that its subcontractors and suppliers grant, if the County so desires, a perpetual, irrevocable and unrestricted right and license to use, duplicate, disclose and/or permit any other person(s) or entity(ies) to use all such Licensed Software and the associated specifications, technical data and other Documentation for the operations of the County or entities controlling, controlled by, under common control with, or affiliated with the County, or organizations which may hereafter be formed by or become affiliated with the County. Such license specffically includes, but is not limited to, the right of the County to use and/or disclose, in whole or in part, I I I the technical documentat'ron and Licensed Software, including source code provided hereunder, to any person or entity outside the County for such person's or entity's use in furnishing any andlor all of the Deliverables provided hereunder exclusively for the County or entities controlling, controlled by, under common control with, or affiliated with the County, or organizations which may hereafter be formed by or become affiliated with , the County. No such license Software, spec/ficat'rons, data, documentation or related information shall be deemed to have been given in confidence and any statement or legend to the contrary shall be void and of no effect ARTICLE 36. VENDOR REGISTRATION/CONFLICT OF INTEREST a) Vendor Registration. The Contractor shall be a registered vendor with the County -Intemal SelVices Department, Procurement Management Division, for the duration of this Agreement In becoming a Registered Vendor wtth Miami-Dade County, the Contractor confirms its knowledge of and commitment to comply with the following: 1. MlamJ~Dacfe County OwnershIp Disclosure Affidavit (Section 2~a.1 of the County Code) 2. Miami-Dade County Employment Disclosure Affidavit (Section 2.8·1(d)(2) of the County Code) 3, M;aml..JJada Employment Dmg-free Workplace CertifIcation (Section 2-8. 1.2(b) of the County Code) 4. Miami-Dade Disability and NondiscrImination Afftdavlt (Section 2-8.1,5 of the county Code) 5, MiamiwDade CountY Debarment DIsclosure Affldavlt (Sectfon 1CJ.38 of the County Code) B. MiamiM[Jade County Vendor Obligation to County Affidavit (Section 2M 8.1 of the County Code) 7. Mlam{MDade County Code of Bus;ness Ethics Affidavit (Section 2·8.1W and 2·11(b)(1) of1he County Code Ihrough (6) and (9) oflhe County Code and Seolion 2-11.1(e) of1he County Code) 8. M/amlMDade County Family Leave Affidavit (Article V of Chapter 11 of the County Code) 9. MiamJ~Dade County Uvlng Wage AffJdavit (Seotion 2-8.9 of th(J County Code) 10. Miaml·Dade County Domestic Leave and Reporting AffidavJl (Article 8, Section 11 A·60 11A-67 of the County Code) 11. Subcontracting Practices (Ordinance 97-35) 12. MlamlMDade county EMVerify Affidavit (EXecutive Order 11-116) 13. SUbcontrar:tor /Suppfier Listing (Section 2-8.8 of the County Code) 14. Environmentally Acceptabie Packaging (Resa/utfon R-738.92) 15. WOO and 8109 Forms (as /"eCIuired by the Internal Revenue Service) 1fJ. FEIN Number or Social SecurIty Number In order to establish a file. the Contractor's Federal Employer Iclentification Number (FEIN) must be provided. If no FEIN exisfs, the Social Security Number of the owner or Individual must be provided. This number becomes Contractor's "County Vendor Number", To complY with Section 119.071(5) of the FlorIda Statutes relating 10 the collectIon of an individual's Social SecurIty Number, be aware that the County requests the Social Security Number for the following purposes; • Identification ofindlvidual account records • To make payments to individual/Contractor for goods and servlCS$ provided to Miami-Dade County • Tax reporting purposes • To provide a unIque fdenllfler in the vendor database that may be used for searching and sorting departmental records 17. Office of the Inspector General (Section 2-1076 of the County Code) 18. Small BusIness Enterprises The County endeavors fa obtain the partiCipation of aR small business enterprtses pursuant 10 Sections 2-8.2. 2- 8.2.S and 2-82.4 of the County Code and Title 49 of the Code of Federal Regulations. 19. Antitrust Laws Miami-Dade County, FL 'IL" .. '" By acceptance of any contract, the Contractor agrees to comply with an antitrust laws of the United States and the state of Florida. I EPPRFP-00485 Miami-Dade County, FL I EPPRFP-00485 b) Conflict of InteresVCode of Ethics Section 2-11.1 (d) of Miami-Dade County Code requires that any County employee or any member of the employee's immediate family who has a controlling financial interest, direct or indirect, WITh Miami-Dade County or any person or agency acting for Miami-Dade County, competing or applying for a contract, must first request a oonflict of interest opinion from the County's Ethics Commission prior to their or their immediate family member's entering into any contract or transacting any business through a finn, corporation, partnership or business entity in which the employee or any member of the employee's immediate family has a controlling financial interest, direct or indirect, with Miami- Dade County or any person or agency acting for Miami-Dade County. Any such oontract or business engagement entered in violation of this subsection, as amended, shall be rendered voidable. All autonomous personnel, quasi- judicial personnel, advisory personnel, and employees wishing to do business with the County are hereby advised they must comply with the applicable provisions of Section 2-11.1 of the Miami-Dade County Code relating to Conflict of Interest and Code of Ethics. In accordance with 2-11.1 (y), the Miami Dade County Commission on Ethics and Public Trust (Ethics Commission) shall be empowered to review, interpret, render advisory opinions and letters of instruction and enforce the Conflict of Interest and Code of Ethics Ordinance. For additional infonnalien, please contact th~ Ethics Commission holline at (305) 579-2593. ARTICLE 37. INSPECTOR GENERAL REVIEWS Independent Private Sector Inspector General Reviews Pursuant to Miami-Dade County Administrative Order 3-20, the County has the right to retain the services of an Independent Private Sector Inspector General (hereinafter "IPSIG"), whenever the County deems it appropriate to do so. Upon written notice from the County, the Contractor shall make available to the IPSIG retained by the County, all requested records and documentation pertaining to this Agreement for inspection and reproduction. The County shall be responsible for the payment of these tPSIG services, and under no circumstance shall the Contractor's prices and any changes thereto approved by the County, be inclusive of any charges relating to these IPSIG services. The terms of this provision apply to the Contractor, its officers, agents, employees, suboontractors and assignees. Nothing contained in this provision shall impair any independent right of the County to conduct an audit or investigate the operations, activities and performance of the Contractor in oonnection with this Agreement. The terms of this Article shall not impose any liability on the County by the Contractor or any third party. Miami-Dade Countvlnspector General Review According to Section 2-1076 of the Code of Miami-Dade County, Miami-Dade County has established the Office of the Inspector General which may, on a random basis, perform audits on all County oontracts, throughout the duration of said contracts, except as otherwise provided below. The cost of the audit for this Contract shall be one quarter (1/4) of one (1) percent olthe total contract amount which oost shall be included in the total contract amount. The audit cost will be deducted by the County from progress payments to the Contractor. The audit cost shall also be included in all cIlange orders and all contract renewals and extensions. Exception: The above application of one quarter (1/4) of one percent fee assessment shall not apply to the following contracts: (a) IPSIG contracts; (b) contracts for legal services; (c) contracts for financial advisory services; (d) auditing contracts; (e) facility rentals and lease agreements; (ij concessions and other rental agreements; (g) insurance contracts; (h) revenue-generatlng contracts; (I) contracts where an IPSIG is assigned at the time the contract is approved by the Commission; Gl professional service agreements under$1 ,000; (k) management agreements; (I) small purchase orders as defined in Miami-Dade County Administrative Order 3-38; (m) federal, state and local government- funded grants; and (n) interlocel agreements. Notwithstanding the foregoing, the Miami-Dade County Board of County Commissioners may authorize the inclusion of the fee assessment of one quarter (114) of one percent in any exempted contract at the time of award. Miami-Dade County, FL I EPPRFP-00485 Nothing contained above shall in any way limit the powers of the Inspector General to perform audits on all County contracts including, but not limited to, those contracts specifically exempted above. The Miami-Dade County Inspector General is authorized and empowered to review past, present and proposed County and Public Health Trust contracts, transactions, accounls, records and programs. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of records and monitor existing projects and progrems. Monitoring of an existing project or program may include a report concerning whether the project is on time, within budget and in conformance with plans, specifications and appficable law. The Inspector General is empowered to analyze the necessity of and reasonableness of proposed change orders to the Contract. The Inspector General is empowered to retain the services of independent private sector inspectors general (IPSIG) to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process, including but not limited to project design, specifications, proposal submittals, activities of the Contractor, its officers, agents and employees, lobbyists, County staff and elected officials to ensure compliance with conlract specifications and to detectfraud and corruption. Upon written notice to the Contractor from the Inspector General or IPSIG retained by the Inspector General, the Contractor shall make all requested records and documents available to the Inspector General or IPSIG for inspection and copying. The Inspector General and IPSIG shall have the right to inspect and copy all documents and records in the Contractor's possession, custody or control which, in the Inspector General's or IPSIG's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements form and which successful and unsuccessful subcontractors and suppliers, all project- related correspondence, memoranda, instructions, financial documents, construction documents, proposal and contract documents, back-charge documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records, and supporting documentation for the aforesaid documents and records. ARTICLE 38. LOCAL, STATE, AND FEDERAL COMPLIANCE REQUIREMENTS Contractor agrees to comply, subject to applicable professional standards, with the provisions of any and all applicable Federal, State and the County orders, statutes, ordinances, rules and regulations which may pertain to the Services required under this Agreement, including, but not limited to: a) Equal Employment Opportunity (EEO), in compliance with Executive Order 11246 as amended and applicable to this Contract. b) Miami-Dade County Florida, Department of Small Business Development Participation Provisions, as applicable to this Contract. c) Environmental Protection Agency (EPA), as applicable to this Contract. d) Miami-Dade County Code, Chapter 11A, Article 3. All Contractors and subcontractors performing work in connection with this Contract shall provide equal opportunity for employment without regard to race, religion, color, age, sex, national ongin, sexual preference, disability or marital status. The aforesaid provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment advertising; layoff or termination; rates of payor other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in a conspicuous place available for employees and applicants for employment, such notices as may be required by the Dade County Fair Housing and Employment Commission, or other authority having jurisdiction over the work setting forth the provisions of the nondiscrimination law. e) 'Conllicls of Interest" Section 2-11 of the County Code, and Ordinance 01-199. ij Miami-Dade County Code Section 10-38 "Debarment" . . g) Miami-Dade County Ordinance 99-5, codified at 11A-60 et. seq. of Miami-Dade Code pertaining to complying Mlaml·Dade County, FL l:PPRFP-00485 with the County's Domestic Leave Ordinance. h) Miami·Dade County Ordinance 99· 152, prohibiting the presentation, maintenance, or prosecution of false or fraudulent claims against Miami·Dade County. The Contractor shall hold all licenses andlor certifications, obtain and pay for all permits and/orinspecUons, and comply with all laws, ordinances, regulations and building code requirements applicable to the work required herein. Damages, penalties, and/or fines imposed on the County or Contractor for failure to obtain and maintain required licenses, certifications, permits andlor inspections shall be bome by the Contractor. The Project Manager shall verify the certification(s), license(s), permit(s), etc. for the Contractor prior to authorizing work and as needed. Notwithstanding any other provision ofthis Agreement, Contractor shall not be required pursuant to this Agreement to take any action or abstain from taking any action if such aclion or abstention would, in the good faith determination of the Contractor, constitute a violation of any law or regulation to which Contractor is subject, including but not rrmited to laws and regulations requiring that Contractor conduct its operations in a safe and sound manner. ARTICLE 39. NONDISCRIMINATION During the performance of this Contract, Contractor agrees to not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, national origin, sex, pregnancy, age, disability, marital status, familial status, sexual ortentation, gender identity or gender expression, stalus as victim of domestic violence, dating violence or stalking, or veteran status, and on housing related contracts the source of/ncome, and will take affirmatiVe action to ensure that employees and applicants are afforded equal employment opportunities without discrimination. Such action shall be taken with reference to, but not limited to: recruitment, employment, termination, rates of payor other fonms of compensation, and selection for training Dr retraining, including apprenticeship and on the job training. By entering into this Contract, the Contractor attests that it is not in violation of the Americans with Disabilities Act of 1990 (and related Ads) or Miami·Dade County Resolution No. R·385·95. If the Contractor or any owner, subsidiary or other firm affiliated with or related to the Contractor is found by the responsible enforcement agency or the County to be in violation of the Act or the Resolution, such violation shall render this Contraclvoid. This Contract shall be void if the Contractor submits a false affidavit pursuant to this Resolution orthe Contractor violates the Act or the Resolution during the term of this Contract, even if the Contractor was notin violation at the time it submitted its affidavit. ARTICLE 40. CONFLICT OF INTEREST The Contractor represents that a) No officer, director, employee, agent, or other consultant of the County or a member of the immediate family or household altha aforesaid has directly or indirectly received or been promised any form of benefit, payment or compensation, whether tangible or intangible, in connection with the award ofthis Agreement. b) There are no undisclosed persons or entities interested with the Contractor in this Agreement. This Agreement is entered into by the Contractor wfthout any connection with any other entity or person making a proposal for the same purpose, and without collusion, fraud or conflict of interest. No elected or appointed officer or official, director, employee, agent or other consultant of the County, or of the State of Florida (including elected and appointed members of the legislative and executive branches of government), or a member of the immediate family or household of any of the aforesaid: i) is interested on behalf of or through the Contractor directly or indirectly in any manner whatsoever in the execution or the performance of this Agreement, or in the services, supplies or work, to which this Agreement relates or in any portion of the revenues; or Miami-Dade County, FL I EPPRFP-00485 ii) is an employee, agent, advisor, or consultant to the Contractor or to the best of the Contractor's knowledge any subcontractor or supplier to the Contractor. c) Neither the Contractor nor any officer, director, employee, agency, parent, subsidiary, or affiliate of the Contractor shall have an interest which is in conflict with the Contractor's faithful perfonmance of its obligation under this Agreement; provided that the County, in its sale discretion, may consent in writing to such a relationship, provided the Contractor provides the County with a written notice, in advance, which identifies all the individuals and entities involved and sets forth in detaR the nature of the relationship and why it is in the County's best interest to consent to such relationship. d) The provisions of this Article ara supplemental to, not in lieu of, all applicable laws with respect to conflict of interest. In the event there is a difference between the standards applicable under this Agreement and those provided by statute, the stricter standard shall apply. e) In the event Contractor has no prior knowledge of a conflict of interest as set forth above and acquires information which may indicate that there may be an actual or apparent violation of any of the above, Contractor shall promptly bring such information to the attention of the County's Project Manager. Contractor shall thereafter cooperate with the County's review and investigation of such information, and comply with the instruotions Contractor receives from the Project Manager in regard to remedying the situation. ARTICLE 41. PRESS RELEASE OR OTHER PUBLIC COMMUNICATION Under no circumstanoes shall the Contractor without the express written consent of the County: a) Issue or permit to be issued any press release, advertisement or literature of any kind which refers to the County, or the Work being performed hereunder, unless the Contractor first obtains the written approval of the County. Such approval may be withheld if for any reason the County believes thatthe publication of such information would be harmful to the public interest or is in any way undesirable; and b) Communicate in any way with any Contraotor, department, board, agency, commission or other organization or any person whether governmental or private in oonnection with the Services to be performed hereunder except upon prior written approval and instruction of the County; and 0) Except as may be required by law, the Contractor and its employees, agents, subcontractors and suppliers will not represent, directly or indirectly, that any product or service provided by the Contractor or such parties has been approved or endorsed by the County. ARTICLE 42. BANKRUPTCY The County reserves the right to terminate this contract, if, during tbe term of any contract the Contractor has with the County, the Contractor becomes involved as a debtor in a bankruptcy proceeding, or becomes involved in a reorganization, dissolution, or liquidation proceeding, or if a trustee or receiver is appointed over all or a substantial portion of the property of the Contractor under federal bankruptcy law or any state insolvency law. ARTICLE 43. GOVERNING lAW This Coniract, including appendices, and all malters relating to this Contract (whether in contract, statute, tort (such as negligence), or otherwise) shall be governed by, and construed in accordance with, the laws of the State of Florida. Venue shall be Miami-Dade County. ARTICLE 44. COUNTY USER ACCESS PROGRAM (UAPj Miami-Dade County, FL I EPPRFP-00485 a) User Access Fee Pursuant to Section 2-8.10 of the Miami-Dade County Code, this Contractis subject to a user access fee under the County User Access Program (UAP) 'In the amount of two percent (2%). All sales resulting from this Contract, or any contract resulting from the solicitation referenced on the nrst page of this Contract, and the utilization of the County Contract price and the terms and conditions identified herein, are subjeot to the two percent (2%) UAP. This fee applies to all Contract usage Whether by County Departments or by any other governmental, quasi-governmental or not-for- profit entity. The Contraotor providing goods or selVices under this Contract shall invoice the Contract price and shall accept as payment thereof the Contract price less the 2% UAP as full and complete payment for the goods andlor services specified on the invoice. The County shall retain the 2% UAP for use by the County to help defray the cost of the procurement program. Contractor participation in this invoice reduction portion of the UAP is mandatory. b) Joint Purchase Only those entities that have been approved by the County for participation in the County's Joint Purchase and Entity Revenue Sharing Agreement. are eligible to utiflze or receive County Contract priCing and terms and conditions. The County will provide to approved entities a UAP Participant Validation Number. The Contractor must obtain the participation number from the entity prior to filling any order placed pursuant to this Section. Contractor participation in this joint purchase portion of the UAP, however, is voluntary. The Proposer shall notify the ordering entity, in writing, within three (3) business days of receipt of an order, of a decision to decline the order. For all ordering entities located outside the geographical boundaries of Miami-Dade County, the Proposer shall be entitled to ship goods on an 'FOB Destination, Prepaid and Charged Back" basis. This allowance shall only be made when expressly authorized by a representative of the ordering entity prior to shipping the goods. The County shall have no liability to the Contractor for the cost of any purchase made by an ordering entity under the UAP and shall not be deemed to be a party thereto. All orders shall be placed directly by the ordering entity with the Contractor and shall be paid by the ordering entity less the 2% UAP. c) Contractor Compliance If a Contractor fails to comply with this Article, that Contraotor may be considered in defaUlt by the County in accordance with Article 24 of this Contract. ARTICLE 45. SURVNAL The parties aoknowledge that any olthe obligations in this Agreement will survive the term, termination and cancellation hereof. Accordingly, the respective obligations of the Contraclor and the County under this Agreement, which by nature would continue beyond the termination, cancellation or expiration thereof, shalt survive termination, cancellation or expiration hereof. ARTICLE 46 .. FORCE MAJEURE EXcept as otherwise expressly provided herein, neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that such performance is prevented or delayed by any cause, existing or future, which in not within the reasonable control of such party including, but not limited to, acts of God or the public enemy, frres, explosions, riots, strikes (not including strikes of the Proposer's staff personnel), terrorism or war. Notwithstanding the foregoing, the failures of any of the Proposer's suppliers, suboontractor, or the like shall not excuse the Proposer's performance except to the extent that such failures are due to any cause without the fault and Miami·Dade County, FL I EPPRFp·00485 reasonable control of such suppliers, subcontractors, or the like including, but not limited to, acts of God or the public enemy, fires, explosions, riots, strikes (not including strikes of the Proposer's staff personnel), terrorism or war. ARTICLE 47. FIRST SOURCE HIRING REFERRAL PROGRAM Pursuantto Section 2-2113 olthe Code of Miami-Dade County, for all contracts for goods and services, the Contractor, prior to hiring to fill each vacancy arising under a County contract shall (1) tirst notffy the South Florida Workforce Investment Board ("SFWIB"), the designated Referral Agency, of the vacancy and list the vacancy with SFWIB according to the Code, and (2) make good faith efforts as determined by the County to fill a minimum of fifty percent (50%) of its employment needs under the County contract through the SFWIB. If no suitable candidates can be . employed after a Referral Period of three to five days, the Contractor is free to fill its vacancies from other sources. Contractor will be required to provide quarterly reports to the SFWIB indicating the name and number of employees hired in the previous quarter, or why referred candidates were rejected. Sanctions for non-compliance shall include, but not be limited to: (i) suspension of contract until Contractor performs obligations, if appropriate; (ii) default andlor termination; and (iii) payment of $1 ,500/employee, or the value of the wages that would have been earned given the noncompliance, whichever is less. Registration procedures and additional informalion regarding the FSHRP are available al https:iliapps.southfloridaworkforce.com/firstsource/. ARTICLE 48. PUBLIC RECORDS AND CONTRACTS FOR SERVICES PERFORMED ON BEHALF OF MIAMI-DADE COUNTY The Contractor shall comply with the Public Records Laws of the State of Florida, including by not limited to, (1) keeping and maintaining all public reoords that ordinarily and necessarily would be required by the County in order to perform the servioe; (2) providing the public with aocess to public records on the same terms and conditions that the County would provide the records and at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law; (3) ensuring that publio records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and (4) meeting all requirements for retaining public records and transferring, at no cost, to the County all public records in possession of the Contractor upon termination olthe contract and destroying any duplicate public records that are exempt or confidential and exemptfrom public records disclosure requirements upon such transfer. In addition, all records stored electronically must be provided to the County in a format that is compatible with the information technology systems of the County. Failure to meet any of these provisions or to comply with Florida's Public Records Laws as applicable shall be a material breach of this Agreement and shall be enforced in accordanoe with the terms and oonditions of the Agreement. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 375-5773, ISDNSS@MIAMIDADE,GOV, 111 NW 1 STREET, SUITE 1300, MIAMI, FLORIDA 33128 IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the oontract date herein set forth below. CONTRACTOR MIAMI·DADE COUNTY By: _______ _ 8y: ______ _ Miami-Dade County, FL Name: _______ _ Title: _______ _ Date: _______ _ Attest: -=-___ =-_:_--::-:-:--:: Corporate Secretary/Notary Public Corporate Seal/Notary Seal = Name: Carlos A. Gimenez Title: Mayor Date: ________ _ Attest: -::c-:--:c:---::--,--- Clerk of the Board Approved as to form and legal sufficiency Assistant County Attorney ~ Ii I I Mlaml·Dade County, FL RFP No. EPp·RFP00485 PROPOSER SUBMISSION PACKAGE Proposer's Experience and Past Pertormance, including Key Personnel and Subcontractors Pertorming Services 1. Describe the Proposer's company background, past performance and experience and state the number of years that the Proposer has been in existence, the cUlTent number of employees, and tha primary markets served. Provide number of customers using the proposed software in State and Local Government and geographic area covered. 2. Provide a detailed description of comparable contracts (similar in scope of services to those requested herein) which the Proposer has either ongoing or completed within the past three years. The description should identify for each project: (i) client, (iQ description of work, Qii) total dollar value of the contract, (iv) dates covering the tenm of the contract, (v) client contact person and phone number, (vi) statement of whether Proposer was the prime contractor or subcontractor, and (vii) the results of the project. Where possible, list and describe those projects performed for government clients or similar size private entities (excluding any work performed for the County). 3. List all contracts which the Proposer has performed for Miami-Dade County. The County will raview all contracts the Proposer has performed for the County in accordance with Section 2·8.1 (g) of the Miami-Dade County Code, which requires that"a Bidders or Proposer's past performance on County Contracts be considered in the selection of Consultants and Contractors for future County Contracts." As such the Proposer must list and describe all work performed for Miami·Dade County and include for each project: (i) name of the County Department which administers or administered the contract, (H) description of work, (iii) total dollar value of the contract, (iv) dates covering the term of the contract, (v) County contact person and phone number, (vi) statement of whether Proposer was the prime contractor or subcontractor, and (vii) the results of the project. 4. Provide an organization chart showing all key personnel, including their tities, to be assigned to this project This chart must clearly identify the Proposers employees and those of the SUbcontractors or subconsultants and shall include the functions to be performed by the key personnel. All key personnel includes all partners, managers, seniors and other,professional staff that will perform work andlor selVices in this project. 5. List the names and addresses of all first tier subcontractors, and describe the extent of work to be performed by each first tier subcontractor. Describe the experience, qualifications and other vital information, including relevant experience on previous similar projects, of the subcontractors who will be assigned to this project. 6. Describe the experience, qualifications and other vital information, including relevant experience on previous similar projects, of all key personnel, including those of subcontractors, who will be assigned to this project. ! ! ! Miaml·Dad. County, FL I RFP 110. EPP·RFP00485 7. Provide resumes, if available with job descriptions and other detailed qualification information on all key personnel who will be assigned to this project, including any key personnel of subcontractors. Note: After proposal submission, but prior to the award of any contract issued as a result of this Solicitation, the Proposer has a continuing obligation to advise the County of any changes, intended or otherwise, to the key personnel identified in its proposal. Proposed Approach to Providing the Services 8. Describe Proposer's Project Management methodology and recommended strategies in performing the services described in the Scope of Services of this solicitation. The Proposer shall describe its approach to project organization and management, to include the various stages and milestones, change of scope management, implementation and training strategies, responsibilities of Proposer's management, and necessary Proposer and County staffing. 9. Provide a detailed explanation on the approach to maintenance services. Including but not limited to the Proposer's policy regarding new software releases, software upgrades, updates, patches, bug fixes, optional software features, preventative maintenanoe for devices, etc. Specify which are included as part of the Proposer Simulator. Include approximate frequency at which updates and/or upgrades are released as well as the method for deploying such updates and/or upgrades. 10. Provide a detailed description of Proposer's technical support services inoluding telephone and email support, response times, escalatioh prooedures, days and hours available, etc. 11. Provide a detailed description of the Simulator's warranty options inclusive of all device offerings, warranty inclusions, exclusions, and applicable costs. 12. Describe the process the Proposer will folJowto install/implementthe Simulator, including roles and responsibilities of the Proposer and the County. . 13. Provide a detailed description of training that is offered as part of the Proposal to the County for MDPD users. Provide recommended number of training hours, as welJ as any other type of training, including, but notlimited to on·line tutorials, web seminar training. training documentation, etc. Miami-Dade County, FL RFP No_ EPP-RFP00485 Proposed tlmellne for complete Solution Implementation 14. Provide a delailed timelin. for compete Simulator Implementation, including completion of all installation, customization, configuration, integration, training, testing, and Final System Acceptance. Simulator Functionality 15. Provide a complete description of the proposed Simulator that is capable of meeting the functionality outlined in Section 2.4. Description should include the Simulators capabilities, and product information and specification sheets. 16. Describe the proposed Simulators configuration and training environment. Include a detailed description of the projection screens, sound system, tracking cameras, and footprint. 17. Explain in detail the Simulator's video and audio recording capabilities, for both evaluation and slatistical purposes. 18. Describe in detail how many officers and devices oan be tracked at one-time in the training environment and the mechanisms used to track these officers. 19. Describe in detail the Simulator's ability to provide Live Fire Training and how IT works. 20. Describe in detail the Simulators return fire technology. List any additional devices that will be needed for this option and how it interacts with the trainee. 21. Describe in detail the computer hardware specifications that are required to ensure a fully functional Simulator. 22. Describe the proposed Simulators user interface. Description should include the different modules available within the software and screenshots. Miami·Dacl. County, FL RfP No. EPP·RFP00485 23. Describe the software's ability to customize existing scenarios and its ability to create new scenarios .. 24. Describe the options that are available to the instructor in regards to controlling the training environment (i.e. esoalateldeesoalate scenario outcomes, environmental controls, weapon jamming capabilities, etc.) 25. Describe the types of biologioal data that the Simulator will be able to monitor such as heart rate, stress levels, etc. 26. Please describe the Simulator's Instructor debrief capabilities. The description should include the types of data that is available to the instructor and how this information is shared with the trainee. 27. Describe how the data recorded during the training sessions is saved, and how this information can be pulled for later usa. 28. Describe the Simulator's ability to upload departmental policy documentation, images, and videos of use during the debrief process or classroom setting. 29. Describe the types of simulated scenarios that will be made available to MDPD and how they are developed. 30. Describe the various ways that a Irainee can interact with a scenario (I.e. use-of-force, verbal commands, non- lethal response, etc.) 31. Describe in full detail the types of scenarios and training available for the Taser X2 Conductive Electrical Weapon. The description should include all of the Taser X2 Simulator system components and a detailed explanation on how the Simulator interacts with all of the Taser X2 unique features such as the Warning Are, Dual Lasers, Cartridge Deployment, Additional Cycles, and Backup Shot. 32. Describe Ihe different types of skill builder drills that will be made available to MDPD. ii Ii ~ Miami-Dade County, FL RFP No. EPP-RFP00485 33. Describe the types of lethal weapons that are supported by the Simulator and how these weapons interact with the Simulator. 34. Desoribe how the reooil kits operate in pistol, rifie, and shotgun type weapons. 35. Describe the types of non-lethal weapons that are supported by the Simulator and how these weapons interact with the Simulator. 36. Describe the proposed Simulators Co2 refill station and-all of the required oomponents (I.e. Co2 tanks, nozzles, adapters plates, eto.), and how the refill process works. 37. Provide a description of anything (functionality, software customizations, equipment, etc.) not identified in the RFP that will be required to make the Proposed Simulator meet the Scope of Services. Additionally, please describe any optional device components, software modules, and/or recommendations to maximize the use of the Simulator. 38. Describe the key value-added features (products or services) that differentiate you from your competitors. 39. Identify if Proposer has taken any exception to the terms of this Solicitation. If so, indicate what alternative is being offered and the cost implications of the exceptions (s). I Miami-Dade County, FL I ~PPRFP-00485 FORM 1 • PRICE PROPOSAL SCHEDULE LAW ENFORCEMENT SPECIALIZED TRAINING SIMULATOR INSTRUCTIONS: The Proposer's price shall be submitted on this Form 1 "Price Proposal Schedule". Proposer is requested to fill in the applicable blanks on this form. All pricing must include all cost elements including but not limited to software licenses, installation, configuration, testing, training, and maintenance and support services required to meet the specifications outlined in Section 2.0 of this solicitation document A. PROPOSED PRICE The Proposer shall state its price for providing all equipment and services as stated in Section 2.0 -Scope of Services. TOTAL PROPOSED PRICE FOR A LAW ENFORCEMENT SPECIALIZED TRAINING SIMULATOR FOR THE INITIAL THREE (3) YEAR TERM: $- Note: A payment schedule will be negonated with these/ected Proposer and based upon project milestones and de/iverab/es (e.g., training, County's final acceptance of de/iverab/es, etc.) B. BREAKDOWN OF PROPOSED PRICE The Proposer shall provide a breakdown of the "Proposed Price" staled In Section A, above, as provided for In the tables below. Ilems that are not applicable shall be identified as "N/A"; items that are al no charge to the Hardware, Software detailed cost breakdown in Table cost breakdown in Table Training Services (P/ease provide detailed cost breakdown in Tab/e Miscellaneous Costs including Travel, if applicable . detailed cost breakdown in Table Maintenance and Technical Support Service Fees Year 1 Maintenance and Technical Support Service Fees Year 2 Maintenance and Technical Support Service Fees Year 3 $ $ $ $ • Note: Tolal Proposed Price shall be equal to the Proposed Price stated in Section A above. Mlami·Dade County, FL Description (i.e. screens, projectors, recoil kits, accessories, software license, etc.) EPPRFP·00485 Price Miami·Dade County, FL l EPPRFP·00485 C. OPTIONAL YEARS TO RENEW (OTR) The Proposer shall state ~s price for providing all Optional Services and related services as provided for in the table below. These prices should not be included in the Proposer's Total Proposed Price as they will not be considered as part of the evaluation. Unless otherwise negotiated by County and Proposer, these rates will remain in effect for the duration of any contract issued as a result of this RFP, including any option-to-renew periods. C1: HARDWARE. SOFTWARE. MAINTENANCE AND TECHNICAL SUPPORT SERVICES OTR 1 -Hardware, Software, Maintenance And Technical Support Services Fees (Year 4) Hardware, Software, Maintenance And Technical Support Services Fees Contract Year 4 $ OTR 2 -Hardware, Software, Maintenance And Technical Support Services Fees (Year 5) I I I: i II _M_l_am_l_~_a_oo_c_o_~_~_,_FL _____ •• _________ ._, __ •• ~_._,, __ -= ____________ ~l_.~~P_P_~~FP~.D~D_48_5 ____ __ Hardware, Software, Maintenance And Technical Support Services Fees Contract Year 5 D. OPTIONAL ADDITIONAL TRAINING AFTER GO·LlVE $ Miaml·Dade County, FL ...... - Law Enforcement Specialized Training Simulator Contract No, EPp·RFP00485 I EPPRFP·00485 THIS AGREEMENT ('AGREEMENT") IS MADE AND ENTERED INTO BY AND BETWEEN MIAMI-DADE COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, HAVING ITS PRINCIPAL OFFICE AT 111 NW, 1ST STREET, MIAMI, FLORIDA 33128 (HEREINAFTER REFERRED TO AS THE "COUNTY"), AND TI TRAINING LE, LLC, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF COLORADO, HAVING ITS PRINCIPAL OFFICE AT 4680 TABLE MOUNTAIN DRIVE, SUITE 150, GOLDEN, COLORADO 80403 (HEREINAFTER REFERRED TO AS THE "CONTRACTOR"), WITNESSETH: WHEREAS, the Contractor has offered to provide a Law Enforcement Specialized Training Simulator, on a non-exclusive basis, that shall conform to the Scope of Services (Appendix A); Miami-Dade County's Request for Proposals (EPP-RFP) No. EPP-RFP00485, and all associated addenda and attachments, incoljlorated herein by reference; and the requirements of Ihis Agreement; and, WHEREAS, the Contractor has submitted a wrttten proposal dated February 10, 2017, hereinafter referred to as the 'Contractors Proposal" which is incorporated herein by reference; and, WHEREAS, the County desires to procure from the Contractor such Law Enforcement Specialized Training Simulator for the County, In accordance with the terms and conditions of this Agreement; NOW, THEREFO"E, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS The following words and expressions used In this Agreement shall be construed as (allows, except when It Is clear from the context that another meaning is intended: 1. The words "Contract" or "Agreement" to mean collectively these terms and conditions, the Scope of Services (Appendix A), all other appendices and attachments hereto, all amendments issued hereto, EPPRFP·Q0485 No. and all associated addenda, and the Contractor's Proposal. 2. The words "Contract Date" to mean the date on which this Agreement is effective, 3. The words "Contract Manager' to mean Miami-Dade County's Director, Internal Services Department, or the duly authorized representative designated to manage the Contract. 4. The word "Contractor" to mean the Proposer that receives any award of a contract from the County as a result ofthis SoliCitation, also to be known as "the prime Contractor', 1 i ~ . u I · I I . I ! · ~ I ' · I I I I . I I I I Miami-Dade County, FL I EPPRFP-00485 5. The word "Days" to mean Calendar Days. 6. The word "Defect(s)" shall mean Incorrect installation oltha 81mulatororfailure olthe 8imulatorto conform to the Documentation, as defined, or the Final Acceptance Criteria resulting In inadequacy, malfunction, or imperfection. In the event of a conflict between the Final Acceptance Cr~eria and the Documentation, the Final Acceptance Criteria shall prevail. 7. The word "Deliverable(s)" shall mean all Software, Software Licenses and Documentation, as defined below, to be delivered or made available by the Contractor for use by the County, whether on site or remotely accessed, and ali Services to be perfonned for and provided to the County by the Contractor under the Agreement. 8. The words "directed", "required", 'permilted", "ordered", "designated", "selected", "prescribed" or words oflika Import to mean respectively, the direction, requirement, permission, order, designation, seleclion or prescription ofthe County's Project Manager; and similarly the words "approved', acceptable", "satisfactory", "equal", "necessary", or words of like import to mean respectively, approved by, or acceptable or satisfactory to, equal or necessary in the opinion of the County's Project Manager. 9. The word "Documentation" shall mean all manuals, user documentation, and other related materials pertaining to the Simulator which arB fumlshed to licensee by County in connection with the Software. 10. The words "Extra Work" or 'Additional Work" resulting in additions or deletions or modifications to the amount, type orvalue olthe Work and Services as required in this Contract, as directed and/or approved by the County. The words "Project Manager" to mean the County Mayor or the duly authorized representative designated to manage the Project. 11. The word "Final Acceptance" shall mean the written acceptance of Ihe Simulator by the County. 12. The word "Final Acceptance Criteria" shall mean the criteria described in Appendix E "Acceptance Procedures", as later and further developed as part of the Plan (as described and set forth In Appendix A "Scope of Services") by which the County will test the Simulator and Its functional components and measure it's conformance with the final acceptance specificalions In the Scope of Services or final design Documents. 13. The word "Go Live' shall mean the date that the fully developed SimUlator components, accepted by the County, will be placed into a production environment. 14. The word "Hardware" shall mean the physical components or equipment that make up a computer system including the programs that control the operations of the computer and support the Software. 15. The word "Maintenance Fee" shall mean the fees associated to the Software required to operate the Simulator as further outlined in Appendix B "Payment SchedUle". 16. The word "Maintenance' shall mean any activity intended to eliminate faults, to Improve or to keep the Simulator in satisfactory working condition, including tests, measurements, adjustments, changes, modifications, enhancements or repairs, and updates. 2 I ~ I I I I I 11 ~ I j I I --" [ EPPRFP-00485 Miami-Dade County, FL 17. The word "MDPD" shall mean the Miami-Dade Police Department. 18, The words "Project Manager' to mean Ihe County Mayor orlhe duly authorized representative designated to manage the Project. 19. The word "Releases" shall mean Ihose versions of the Licensed Software which add functionality 10 the Licensed Software, including any Updates and Upgrades provided under this Agreement. 20. The words "Scope of Services" to mean the document appended hereto as Appendix A, which details the work to be performed by the Contractor. 21, The word "Simulator" or 'System' shall mean the Law Enforcement Specialized Training Simulator, associated Software, and any third party software that the Contractor will make accessible to the County and Third Party Users through the Internet, as well as an on-site installation olthe Simulator, all as described in this Agreement and the attachments hereto, 22, The word "Software' means machine-readable instructions and data (and copies thereon, and related updates and upgrades, licensed materials, user documentation, user manuals, and operating prooedures. 23. The word "subcontractor' or "subconsultant" to mean any person, entity, firm or corporation, other than the employees of the Contractor, who furnishes labor and/or materials, in connection with the Work, whether directly or indirectly, on behalf and/or under the direction of the Contraotor and whether or not in privity of Contract with the Contraotor. 24. The word "Third Party Users" shall mean those individuals or entities authorized by the County to perform services, access the Simulator, review information, and make inquiries. 25, The word "Updates" shall mean periodic releases of the Licensed Software that may contain fixes or Incremental enhancements to the Lioensed Software and are Included in Maintenanoe. 26. The word "Upgrades" shall mean periodio releases of the Licensed Software that contain significant enhancements that may include changes necessary to accommodate changes In the hardware platform, database plaiform, operating system or major changes in capability and functionality. 27. The words "Work", "Services" "Program", or "ProJect" to mean all matters and things required to be done by the Contractor In accordanoe with the proVisions of this Contract. ARTICLE 2. ORDER OF PRECEDENCE If there is a conflict between or among the provisions ofthls Agreement, the order a! precedence is as follows: 1) these terms and conditions, 2) the Soope of Services (Appendix A), 3) the Payment Schedule (Appendix 8), 4) the Miami- Dade County's RFP No. EPPRFP-00485 and any associated addenda and attachments thereof, and 5) the Proposers' Proposal. ARTICLE 3. RULES OF INTERPRETATION a) References to a specified Article, section or schedule shall be construed as reference to that speoified Article, 3 I II i I i I I I i n I , 1 ! " Miami-Dade County, FL I EPPRFP-00485 or section of, or schedule to this Agreement unless otherwise Indicated. b) Referenoe to any agreement or other Instrument shall be deemed to inclUde such agreement or other Instrument as such agreement or other Instrument may, from time to time, be modified, amended, supplemented, or restated in accordance with Its terms. 0) The terms "hereof', "herein", "hereinafter', 'hereby", "herewilh', "hereto", and "hereunder" shall be deemed to refer to this Agreement. d) The titles, headings, captions and arrangements used in these Terms and Conditions are for convenience only and shall not be deemed to limit, amplify or modify the terms of this Contract, nor affect the meaning thereof. ARTICLE 4. NATURE OF THE AGREEMENT a) This Agreement incorporates and Includes all prior negotiations, correspondence, conversations, agreements, and understandIngs applicable to the matters contained in this Agreement. The parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreemenllhal are not contained in Ihis Agreement, and that tIlis Agreement contains the entire agreement between the parties as to all matiers contained herein. Accordingly, it Is agreed that no deviation from the terms hereof shall be predicated upon any prior representafions or agreements, whether oral or written. It Is further agreed that any oral representations or modifications concerning this Agreement shall be of no force or effect, and that this Agreement may be modified, altered or amended only by a written amendment duly executed by both parties hereto or their authorized representatives. b) The Contractor shall provide Ihe services set forth in the Scope of Services, and render full and prompt cooperation with the County In all aspects of the Services performed hereunder. c) The Contractor acknowledges thaHhis Agreement reqUires the performance of all things necessary for or incidental to the effective and complete performance of all Work and Services under this Contract. All things not expressly mentioned in this Agreement but necessary to carrying out Its intent are required by this Agreement, and the Contractor shall perform the same as though they were specifically mentioned, described and delineated. d) The Contractor shall furnish all labor, materials, tools, supplies, and other Items required to perform the Work and Services that are necessary for the completion ofthis Contract. All Work and Services shall be accomplished at the direction of and to the sallS/acUon of the County's Project Manager. e) The Contractor acknowledges that the County shall be responsible for making all policy decisions regarding the Scope of Services. The Contractor agrees to provide input on policy issues In the form of recommendations. The Contractor agrees to implement any and all changes In providing Servlces hereunder as a result of a pol loy change Implemented by tile County. The Contractor agrees to act in an expeditious and fiscally sound manner in providing the County wllh input regarding the time and cost to Implement said changes and In executing the activities required to implement said changes. ARTICLE 5. CONTRACT TERM 5.1 The Agreement shall become effective on the date that is It is signed by the County or the Contractor, Whichever Is later and shall be for the duration of three (3) year(s}. The County, at Its sale discretion, reserves the righttoexerclse the option to renew this Agreement for two (2) addlllonal one (1) year periods. 4 I " ~ I I Mlaml-Dade County, PL I EPPRFP-00485 5.2 Extension. The County also resel1/es the right to exercise its option to extend this Agreement for up to one hundred- eighty (180) calendar days beyond the currenl Agreement period or beyond any of the renewals. The County will notify the Contractor in writing of the extension. This Agreement may be further extended beyond Ihe InHlal one hundred- eighty (180) calendar day extension period by mutual agreement between the Counly and the Contractor, upon approval by the Board of County Commissioners, ARTICLE 6, GRANT OF LICENSE 6.1 License. Contractor agrees to provide the County with licensed Software and Documentation In accordance with the provisions contained wllhln this Agreement. 6.2 Contractor grants the County a limited, perpetual, non-transferable, non-exclusive license to use the licensed Software and Documentation In accordance with the terms of this Agreement. Such license shall not be construed to be any license to source code for any of the Software ARTICLE 7. NOTICE REQUIREMENTS All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficiently sel1/ed if delivered by Registered or Certified Mall, with return receipt requested; or delivered personally; or delivered via fax or &-mail (if provided below) and followed WIth delivery of hard copy; and in any case addressed as follows: (1) To the County a) to the Project Manager: and, Miami-Dade Police Department 9601 N.W. 58 th Street Doral, FL 33172 Attention: Lieutenant Alvaro Ortiz Phone: (305)715·5010 E-mail: arotrtlz@mdpd.com b) to the Contract Manager. Miami-Dade County Intemal Servlcas Department Procurement Management Division 111 N.W.1st Street, Suite 1375 Miami, FL 33128-1974 Attention: Phone: Santiago A. Pastoriza (305) 375-1084 Fax: E-mail: (305) 375-5688 spastor@miamidade.gov (2) To the Contractor Attention: Rick Guilbault Phone: 303-414-3555 Fax: 303-414·3556 E-mail: rick@titraining.com 5 I ~ ~ I I ! i I I ! i ~ I 1 , i , i ~ I I I I I ~ i l , i ! I MiamI-Dade County, FL I EPPRFP-00485 Either party may at any time designate a different address andlor contact person by giving notice as provided above to the other party. Such notices shall be deemed given upon receipt by the addressee. ARTICLE 8. DELIVERY 8.1 Delivery of the Simulator shall be according to Appendix A "Scope of Services" and contingent upon final acceptance by the County. 8.2 Documentation. The Contractor shall provide electronic copies of the associated Simulator Documentation as provided by the developer of the Simulator to the County upon finat Simulator acceptance. ARTICLE 9. SUPPORT AND MAINTENANCE SERVICES a) Contractor shall provide the County with technical support and maintenance services in the manner oulllned In Appendix A, "Scope of Services" for the Simulator throughout the term of this Agreement, including any options or extensions exercised by the County. b) Software updates are inclUded at no cost to the County for the life of the System. c) The software delivered with the Products includes both the Contractor and third-party software. d) The County acknowledges that the Contractor is not responsible for any third-party software other than providing a work-around for failure of the Products or the Contractor's software resulting from third-party software. e) Loading of any software other Ihan (I) scenarios generated by the County using the Contractor's authOring tools, and (Ii) software supplied by the Contractor with or forths Products must be approved by the Contractor. f) LOADING ANY SOFTWARE WITHOUT THE WRITTEN PRIOR APPROVAL OF THE CONTRACTOR WILL RESULT IN AN IMMEDIATE TERMINATION OF THE LIMITED WARRANTY, AND ALL CONSEQUENCES INCLUDING ALL REPAIR AND REPLACEMENT COSTS SHALL BE BORNE BY THE COUNTY. g) In order to facilitate efficient software support, the County shall provide a direct telephone line access to the Simulator which is capable of transferring data using high speed modems with dial-In capability. The County acknowledges that without the availability of such telephone line, the Contracror cannot guaranty any time frame for software support, and a fault may involve the sending back the computer 10 the Contractor for repair at the County's cost. h) The Contractor may from time to time provide software updates which are limited to same product enhancement and fault repairs. Releases of new software products will be available for separate purchase, at an upgrade price to be established at the time of the release. I) Corrections of any software fault in the Contractors Products may require an operating system upgrade to the current revision level by the County. Upgrades to the operating system software should only be pertormed when directed In writing by the Contracior. 6 I , i I I ! I I I ! I I! II i , Miami·Dade County, FL I EPPRFP-lI0485 ARTICLE 10. PROTECTION OF SOFTWARE 10.1 No Reverse Engineering. The County egrees not to modify, reverse engineer, disassemble, or decompile the Software, or any portion thereof. 10,2 Ownership. County further acknowledges that all copies of the Software In any form provided by the Contractor are the sale property of the Contractor, The County shall not have any right, title, or Interest to any such Software or copies thereof except as provided in this Agreement, and further shall secure and protect all Software and Documentation consistent with maintenance of Contractor'S proprietary rights therein. ARTICLE 11. SOFTWARE MODIFICATIONS 11.1 Software Enhancements or Modifications. The County may, from time to time, request that the Contractor incorporate certain features, enhanoements Of modifications into the Software, When requested by the County, the Contractor shall provide the requested Simulator enhancements/modifica~ons including all relevant source code. Upon the County's request for such enhancements/modifications the County shall prepare a Statement of Work ("SOW") for the specific Project that shall datine in detail the Servlces to be performed. The Contractor shall submit a cost and/or temporal)' revenue sharing proposal including all costs pertaining to furnishing the County with the enhancements/modifications. a) After the SOW has been accepted a detailed requirements and detailed design docurilentshall be submitted illustrating the complete financial terms that govern the SOW, proposed Project staffing, anticipated Project schedule, and other information relevant to the Project. Each SOW executed hereunder shall automatically incorporate the terms and conditions of this Agreement. Such enhancements or modifications shall become the property oflhe County. Notwithstanding the foregoing, performance of any such modifications shall not compromise the Contractor's warranty obligations, b) Following the County's acceptance of all enhancements/modification, the Contractor shall provide the County, if so requested with written confirmation of the date the enhancements/modification was applied to the Software, and any and all Documentation relating to the Software and or enhancements/modification thereto. ARTICLE 12. I~STALLATION SERVICES a) If the Contractor fails to provide dellverables within the time specified or If the Simulator and/or Equipment delivered falls to conform to the requirements or are found to be defective In material or workmanship. then the County may reject the delivered SimUlator and/or Equipment or may accept any item of Simulator and/or Equipment and reject the balance of the delivered Simulator and/or Equipment. The County shall notify Contractor of such rejection In writing and specify in such notice, the reasons for such rejection, Contractor agrees to deliver a fix or workaround replacement for the Simulator and/or Equipment for such Items of rejected Simulator within fifteen (15) business days of Contractor's receipt olthe County's rejection notice, b) The Contraclor shall bear the risk of loss or damage to delivered Simulator and/or Equipment until the time the Project Manager certifies that the Simulator(s) has successfully completed the Simulator Acceptance test whether such loss or damage crises from acts or omissions (whether negligent or not) of the Contractor or the County or from any other cause whatsoever, except loss or damage ariSing solely from the negligence or willful acts of the County. c) Contractor agrees to Install the Simulator at the County's facilities. Contractor agrees to commence installation of the Simulator according to the Installation schedule unless a different time for installation is otherwise mutually agreed upon by the parties hereto. Allinstallalion seNlces will be performed during normal 7 I ,I I ! I I , I I I I , l j I ' I I ! ; I I ~ I I ~ u i I I i I I ~ 'f I I I I I I I d) e) Mlaml-Dad$ County, FL , I EPPRFP-00485 business hours, Whenever possible, however some services to be provided may be required outside of normal business hours to accommodate County operations, Work to be performed outside normal business hours will be mutually agreed by both parties, Contractor shall diligently pursue and complete such Installation services without Interruption and in accordance with the Installation Schedule, so that such Simulator Is in good working order and ready for use by the dates set forth In the Schedule, Contrector agrees to do all things necessary for proper installation of the Simulator and to perform Its Installation obligations hereunder in an orderly, skillful and expeditious manner, with sufficient labor and materials to ensure efficient and timely completion of such obligations, If applicable, Contractor shall coordinate with the Project Manager all work with all other Contractors and/or County personnel performing work to complete Simulator installation, The County shall be responsible for resolving all disputes relating to Site access between Contractor and/or County personnel. Contractor shall provide all materials necessary to properly Implement the Simulator. The County shall attempt to provide reasonable working and secure storage space for the performance by Contractor of the Installation services described herein, Unless othelWlse agreed to by the County, Contractor agrees as part of the Installalion to perform all required services to successfully achieve all objeotlves set forth In the soope of work, Including, but not limited to, (a) Simulator configuration; (b) Interface development; (c) software testing; (d) acceptance and user acceptance testing; (e) training; (n cooperating with all olher Contractors supplying peripheral or ancillary eqUipment that will Interface with the Simulator; and (g) any additional services necessary to ensure Contractors compliance wilh this Article 12, Simulator testing shall consist of the tests described in the Scope of Services which are to be conducted collectively by the Contractor and the County, The purpose of these tests Is to demonstrate the complete operability of the Simulator In conformance with the reqUirements of the Contract This will Include an actual demonstration of ali required Simulator functionality. All tests shall be In accordance with test plans and procedures prepared by Contractor and previously approved by the County, In the event of any outstanding deficiencies at the conclusion of installation testing, as determined by the County, Contractor shall be responsible for Instituting necessary corrective measures, and for subsequently satisfactorily demonstrating andlor ra-demonstrating Simulator performance. ARTICLE 13. TESTS The Contractor shall configure and program the Simulator to conform to the Scope of Services. The software and associated equipment will be subject to several tests, including a Simulator Acceptance test as further defined in the Scope of Services, Installation Plan, and Acceptance Criteria to be developed and agreed by both parties. To assure Simulator performance, the County's Project manager will coordinate ali testing of the Simulator and provide Final Acceptance upon completion of ali milestones and deilverables as outlined In the Scope of Services, Failure of the Simulator to satisfy the acceptance criteria and conform to the requirements set forth In the Scope of Services by the timeframes set forth in the Installation Tlmeilne may result In the County withholding paymenl until satisfactory acceptance is granted to the Contractor. After Final Acceptance is granted, any modifications, fixes, enhancements, and/or new releases of the Simulator require separate testing periods and sign-off from the County Project Manager prior to migrating it Into the production software, The testing protocol shail be as follows: • Contractor's Project Manager will provide written notice to the County Project Manager of modifications, fixes, enhancements, and/or new releases of the software available for testing, 8 I 'I " ~ ~ I I I Miami-Dade County, FL I EPPRFP-00485 • The Contracto~s Project Manager will coordinate all user acceptance testing dates, acceptance crtteria, and training for the new functionality for the test group. • The County will be granted five (5) business days orother timeframe agreed to by both parties In writing to perform testing based on the ouliined functionality being delivered to the County on the Acceptance Criteria sign off sheet. • The County's Project Manager will provide the Contraotor with wrttten notice of acceptance (sign-off) or rejection (with dOCUmented matertal nonconformltles In the functionality) within 5 business days, unless more time is needed, in which case the County will notify the Contractor in writing accordingly. • Deficiencies found will be noted on the Acceptance Criteria sign off sheet and the Contractor will be provided an opportun Ity to correct the issues. The Contractor will be required to provide the County with an updated limellne and work around (fix) within three (3) business days unless additional time Is requested In writing and agreed by both parties. • Once the release Is accepted, the functionality will be moved into the production module. And updated documentation will be provided to the County. ARTtCLE 14. WARRANTIES a) Ownership. The Contractor represents that it Is the owner of the entire right, litle, and Interest In and to Licensed Software, and that It has the sale right to grant licenses there under, and that It has not knowingly granted licenses there under to any other entity that would restrict rights granted hereunder except as stated herein. b) Software Warranty. Contractor represents and warrants to the County that the Licensed Software, when properly installed by the County, will perform substantially as described in Contractor's then current Documentation for such software forthe initial thirty-six (36) month term ofthis Agreementand any extensions thereof c) Hardware Warranty, a. Contractor represents and warrants to the County that the Simulator and associated hardware shail be free from defects in materials and workmanship and shall conform in all material respect to the specifications for a period of thirty-six (36) months fonn the date of Acceptance, provided the Simulator and associated hardware In question has been stored and used In accordance with Contracto~s instructions and user manual, and has not been otherwise subjected to misuse or abuse. b. The Contractor does not warrant: (a) any product, components or parts not manufactured or assembled by the Contractor; (b) any prototype, pilot production, or customer products; (0) defects caused by failure to operate the products In a suitable operating environment within the Product's rated capacity limits; (d) damage due to use of the products for purposes or with equipment other than those for which it was deSigned, (e) damage caused bydisasters and accidents such as but not limited to fire, flood, wind, rain, lightning, negligence, over-temperature, over-voltage, misapplication of electrical power, and misapplication of nve fire; m damage caused by unauthorized attachments, modification and repair to Product's software or hardware including but not limited to the use of any software on the Products that has not been specifically approved by the Contraclor in writing (excluding County edited-scenarios), the Insertion or removal of circuit or peripheral boards Without express approval from the Contractor in writing, and the insertion or removal of any I/O connectors when the Product is powered without express approval from the Contractor;; (g) normal wear and tear or cosmetic damage to the product; (h) damage due to Improper maintenance; (I) any other 9 i I I I i I I ~ ~ , I I I I Miami-Dade County, FL J EPPRFP-00485 abuse, misuse, neglect, mishandling, alteration, or faulty installation by the County; and 0) compatibility with other components or eleclrical devices, c, If Ihe County discovers within the warranty period a failure of the Products to conform 10 specifications or a defect in material or workmanship, it must promptly notify the Contractor within seven (7) days of the discovery, Wfthin a reasonable time after both notification and the limely relurn of Ihe Products or defective parts associated therewith carriage paid to the Contractor, the Contraclor will correct any defect In material or workmanship, with either new or used replacement parts provided the Contractor Is satisfied that the failure was due to a defect in workmanship or material and not because otany reason indicated in the preceding paragraph, Final determination of warranty eligibllfty shall be made by the Contractor and if a warranty claim Is considered Invalid lor any reason, the County will be charged lor services performed and expenses incurred by the Contractor in repairIng, handling and shipping the returned Products or part(s), d. The warranty period of any replaoement or repaired Products or part(s) shall terminate concurrently with the termination of this Limited Warranty, e, Concerning parts or components of the Products not manufactured by the Contractor, the County shall have the benefit, Insofar as It may be Iransferred to the County, of any rights or warranties that the Contractor may have relative to the supplier of said parts or components, The Contractor's liability conceming said parts and components is limited to making the benefit of such rlghts and warranties available to the County as indICated, I. User-level repairs oonducted by or for the County that are not under the express direction of the Contractor whether to hardware or software voidS the Limited Warranty, g. The Contractor shall not be liable for any failure to perform its obligations hereunder that are due to any circumstances beyond Its control, including, but not flmlted 10, any inability to obtarn any neoessary import or export licenses or any other lloenses or consents of any govemmental or other authority, ARTICLE 15. FEES AND PAYMENT 15,1 Fees, The County shall pay the Fees or other considerallons for the Simulator, and Documentation as set forth on Appendix B "Price Schedule" attached hereto, All amounts payable hereunder by the County shall be payable to the Contractor upon invoice as defined in Appendix B. The County shall have no obligation to pay the Contractor or any addiffonal sum In excess of this amount, except for a change and/or modification 10 the AjJreement, which Is approved and executed in writing by the County and the Contractor. All Services undertaken by the Contractor prior to the County's approval of this Agreement shall be done at the Contractor's risk and expense, 15.2 Travel. With respect to travel costs and travel retated expenses, the Contractor agrees to adhere to CH. 112,061 otthe Florida Statutes as they pertain to out-of-pocket expenses including employee lodging, transportation, perdlem, and all miscellaneous cost-and fees, The County shall not be liable for any such expenses that have not been approved in advance, In wrltlng, by the County, 15.3 Fixed Pricing. Prloes shall remain firm and fixed for the term of the Agreement, Including any option or extension periods; however, the Contractor may offer incentive discounts to the County at any time during the Agreement term, including any renewal or extension thereof, 15.4 Invoices, All invoices issued by the Contractor, shall be supported by receipt bills or other documents reasonably required by the County. Invoices shall show the County's Agreement number, and shall have a unique invoice number assigned by the Contractor, It Is the policy 01 Miaml"Dade County that payment far all purchases by County agencies 10 I I I I Miami-Dade County, FL _I EPPRFP-00485 and the Public Health Trust shall be made in a timely manner and that interest payments be made on late payments. All firms, Including Small Business Enterprises, providing goods and services to the County, shall receive payment to maintain sufficient cash flow. In accordance with Florida Statutes, Section 218.74 and Section 2·8.1.4 of the Mlami- Dade County Code, the time at which payment shall be due from the County or the Publlo Health Trust shall be forty- five (45) days from receipt of a proper Invoice. Billings from prime Contractors under servloes and goods contracts with the County or Public Health Trust, that are Small Businass Enterprise contract set-aside, bid preference or contain a subcontractor goal, shall be promptly reviewed and payment made by the County or Trust on those amounts not under dispute within fourteen (14) calendar days of receipt of such billing by the County or the Trust pursuant to Sections 2-8.1.1.1.1 and 2-8.1.1.1.2 of the Miami-Dade County Code. All payments due from the County or the Public Health Trust, Md not made wKhin the time specified by this section shall bear interest from thirty (30) days after the due date at the rate of one percent (1%) per month on the unpaid balanoe. Further, proceedings to resolve disputes for payment of obligations shall be concluded by final written decision of the County Mayor, or his or her deslgnee(s), not later than sixty (60) days after the date on which the proper Invoice was received by the County orthe Publlo Health Trust. . In accordance with Miami-Dade County Implementing Order 3-9, Accounts Receivable Adjustments, if money Is owed by the Contractor to the County, whether under this Contract or for any other purpose, the County reserves the right to retain suoh amount from payment due by County to the Contractor under this Contraot. Such retained amount shall be applied to the amount owed by the Contractor to the County. The Contractor shall have no further claim to such retained amounts which shall be deemed full accord and satisfaction 01 the amount due by the County to the Contractor for the applicable payment due herein Invoices and associated back-up documentation shall be submitted In duplicate by the Contractor to the County as follows: Miami Dade County Police Department Accounts Payable . 9105 NW 25 lli S!. Room 3049 Doral FL, 33172 Email: Invoices@mdpd.com The County may at any time designate a different address andlor contact person by giving written notice to the other party. ARTICLE 16. INDEMNIFICATION AND INSURANCE Contractor shall Indemnify and hold harmless the County and Its officers, employees, agents and instrumentalities from any and ailliabllily, losses or damages, Including attorneys' fees and costs of defense, which the County or Its officers, employees, agents or instrumentalities may Incur as a result of ctalms, demands, suits, causes of actions or proceedings of any kind or nature artsing out of, relating to or resulting from the performance of this Agreement by the Contractor or its employees, agents, servants, partners principals or subcontractors. Contractor shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature In the name 01 the County, where applicable, Including appellate proceedings, and shall pay all costs, Judgments, and attorney's fees which may Issue thereon. Contractor expressly understands and agrees that any Insurance protection required by this Agreement or othelWise provided by Contractor shall in no way limit the responsibility to indemnify, keep and save harmless and defend the County or its officers, employees, agents and instrumentalities as herein provided. 11 ~ I I I I I I I I I , Miami·Dade County, FL I EPPRFP-00485 The Coniractor shall furnish to the Internal Services Department / Procurement Management Services, 111 NW 1.1 Street, Suite 1300, Miami, Florida 33128-1989, Certlfrcate(s) of Insurance which Indicate that Insurance coverage has been obtained which meets the requirements as outlined below: A. Worker's Compensation Insurance for all employees of the Provider as required by Florida Statute 440, S, Commercial General Liability Insurance on a comprehensive basis In an amount not less than $300,000 combined single limit per occurrence for bodily Injury and property damage. Mlaml·Dade county must be shown as an addilional insured with respect to this coverage. C. Automobile LIability Insurance covering all owned, non-owned and hired vehicles used In connecfion with the work, in an amount not less than $300,000 combined single limit per occurrence for bodily injury and property damage. D. Professional liability Insurance in the amount of $1 ,000,000 per claim. 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 W' as to management, and no less than "Class VII" as 10 financial strength, by Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or Its equivalent, subject to the approval of the County Risk Management Division. or The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or Approved to Do Business In Florida" Issued by the State of Florida Department of Financial Services. CERTIFICATE HOLDER MUST READ: MIAMI·DADE COUNTY 111 NW 1'T STREET SUITE 2340 MIAMI, Fl 33128 Compliance with the foregoing requirements shall not relieve the Contractor of this liability and obligation under this section or under any other section In this Agreement. Award of this Contractis confingent upon the receipt olthe Insurance documents, as required, within ten (10) business days. If the insurance certificate is received within the specified timeframe but not in the manner prescribed in this Agreement, the Contractor shall have an additional five (5) business days to submit a corrected certificate to the County. If the Contractor faifs to submit the required Insurance documents in the manner prescribed in this Agreement within fifteen (15) business days, the Contractor shall be in default of the contractual terms and conditions and award of the Contract may be rescinded, unless such timeframe for submission has been extended by the County. The Contractor shall assure that the Certificates of Insurance required in conjunction with this Section remain In full force for the term of the Contract, including any renewal or extension periods that may be exercised by the County. If the Certlflcate(s) of Insurance Is scheduled to expire during the term of the Contract, the successful Bidder shall submit new or renewed Certificate(s) of Insurance to the County a minimum of ten (10) calendar days before such expiration. In the eventthat expired Certilicates of Insurance are not replaced or renewed (0 cover the Contract period, the County 12 I I I j ! fi I i I I I I I , I I Miami-Dade County, FL I EPPRFP-00485 may suspend the Contract until the new or renewed certificates are received by the County In the manner prescribed herein. If such suspension exceeds thirty (30) calendar days, the County may, at Its sale discretion, terminate the Contract for cause and the Contractor shall be responsible for all direct and Indirect costs associated with such termination. ARTICLE 17. MANNER OF PERFORMANCE a) The Contractor shall provide the Services described herein In a competent and professional manner satisfactory to the County In accordance with the terms and conditions of this Agreement. The County shall be entitled to a satisfactory performance of all Services described herein and to full and prompt cooperation by the Contractor In all aspects of the Services. At the request of the County, the Contractor shall promptly remove from the project any Contractots employee, subContractor, or any other person performing Services hereunder. The Contractor agrees that such ramoval of any of Its employees does not require the termination or demotion of any employee by the Contractor. b) The Contractor agrees to defend, hold harmless and Indemnify the County and shall be liable and responsible for any and all claims, suits, actions, damages and costs (including attorney's fees and court costs) made against the County, occurrtng on account of, arising from or In connection with the removal and replacement of any Contractor's personnel performing services hereunder at the behest of the County. Removal and replacement of any Contractor's personnel as used In this Article shall not require the termination and or demotion of such Conlractor's personnel. . 0) The Contractor agrees that at all times It will employ, maintain and assign to the performance olthe Services a sufficient number of competent and qualified profeSSionals and other personnel to meet the requirements to which reference Is herelnafler made. The Contractor agrees to adjust Its personnel staffing levels or to replace any Its personnel If so directed upon reasonable request from the County, should the County make a determination, in Its sale discretion that said personnel staffing is inappropri.te or that any individual is not performing in a manner consistent with the requirements for such a position. d) The Contractor warrants and represents that its personnel have the proper skill, training, background, knowledge, experience, rights, authorizations, integrity, character and licenses as necessary to perform the Services described herein, In a competent and profsssion.l manner. e) The Contractor shall at all times cooperate with the County and coordinate ils respective work efforts to most effecllvely and efficiently maintain the progress In performing the Services. The Contractor shall comply with all provisions of all federal, state and local laws, statutes, ordinances, and regulations that are applicable to the performance of this Agreement. ARTICLE 18. EMPLOYEES OF THE CONTRACTOR All employees of the Contractor shall be considered to be, at all times, employees of the Contractor under its sole direction and not employees or agents of the County. The Contr.ctor shall supply competent employees. Miami-Dade County may require the Contractor to remove an employee it deems careless, incompetent, insubordinate or otherwise objectionable and whose conflnued employment on County property is not In the best Interest of the County. Each employee shall have and wear proper identification. ARTICLE 19. INDEPENDENT CONTRACTOR RELATIONSHIP The Contractor Is, and shall be, In the performance of all work services and activitias under this Agreement, an independent Contractor, and not an employee, agent or servant olthe County. All persons engaged In any oltha work or services performed pursuant to this Agreement shall at all times, and in all places, be subject to the Contractor's sale direction, supervision and control. The Contractor shall exercls.s control over the means and manner in which It 13 . ! I I I I I I I i I' i; H I , I I I I Ii ~ I I i I i ! I I Miami-Dade County, FL I EPPRFP-00485 and its employees perfonm the work, and In all respects the Contractor's relationship and the relationship of its employees to the County shall be that of an Independent Contractor and not as employees and agents of the County, The Contractor does not have the power or authority to bind the County In any promise, agreement or representation other than specifically provided for in this A!Jreement. ARTICLE 20_ AUTHORITY OF THE COUNTY'S PROJECT MANAGER a) The Contractor hereby acknowledges that the County's Project Manager will determine In the first Instance all questions of any nature whatsoever arising out of, under, or In connection with, or in any way related to or on . account of, this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; negligence, fraud or misrepresentation before or subsequent to acceptance of the Contractor's Proposal; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses, b) The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, Including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Managers determInation or order, Where orders are given orally, they will be Issued In writing by the Project Manager as soon thereafter as 15 practicable, c) The Contractor must, In the final instance, seek to resolve every difference concemlng the Agreement with the Project Manager, In the event that the Contractor and the Project Manager are unable to resolve their difference, the Contractor may initiate a dispute In accordance with the procedures set forth in this Article, Exhaustion of these procedures shall be a condition precedent to any lawsuit permitted hereunder. d) In the event of such dispute, the parties to this A!Jreement authorize the County Mayor or deSignee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or In connection with, or in any way related to or on account of the Agreement (Including but not limited to claims in the nature of breach of contract. fraud or mlsrepresentaHon arising either before or subsequent to execution hereo~ and the decision of each with respect to matters within the County Mayots purview as setforth above shall be conclusive, final and binding on parties, Any such dispute shall be brought, if at all, before the County Mayor within 10 days of the occurrence, event or act out of which the dispute arises. e) The County Mayor may base this decision on such assistance as may be desirable, including advice of experts, but in any event shall base the decision on an Independent and objective determination of whether Contractor's performance or any Deliverable meets the requirements ofthis Agreement and any specifications with respect thereto set forth herein, The effect of any decision shall not be Impaired or waived by any negotiations or settlements or offers made In connection with the dispute, whether or not the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or cancellation of the A!Jreement. All such disputes shall be submitted in writing by the Contractor to the County Mayor for a decision, together with all evidence and other pertinent Information In regard to such questions, in order that a fair and Impartial decision may be made, Whenever the County Mayor is entitled to exercise discretion or judgement or to make a determination or fonm an opinion pursuant to the provisions of this Article, such action shall be fair and Impartial when exercised or taken, The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor. Except as such remedies may be limited or waived elsewhere in the Agreement, Contractor reserves Ihe rtght to pursue any remedies available under law after exhausting the provisions of this Article. ARTICLE 21. MUTUAL OBLIGATIONS a) This A!Jreement, including atlachments and appendices to the Agreement, shall constitute the entire Agreement between the parties with respect hereto and supersedes all previous communications and 14 I I I ! ! ~ ~ i ! ! I I I ! I l i ~ Miami-Dade County, FL I EPPRFP-00485 representations or anreements, whether written or oral, with respeot to the subject matter hereto unless acknowledged in writing by the duly authorized representatives of both parties. b) Nothing In this Agreement shall be construed for the benefit, Intended or otherwise, of any third party that Is not a parent or subsidiary of a party or otherwise related (by virtue of ownership control or statutory control) to a party. c) In those situations where this Agreementimposes an Indemnity obligation on the Contractor, the County may, a! Its expense, elect to participate in the defense if the Courty should so choose. Furthermore, the County may at its own expense defend or settle any such claims lithe Contractor falls to diligently defend such claims, and thereafter seek Indemnity for costs from the Contnactor. ARTICLE 22. QUALITY ASSURANCE/QUALITY ASSURANCE RECORD KEEPING The Contractor shall maintain. and shall require that its subcortractors' and suppliers maintain, complete and accurate records to SUbstantiate compliance with the requirements set forth In the Scope of Services. The Contractor and its subcontractors' and suppliers, shall retain such records, and all other documents relevant to the Services furnished under this Agreement for a period of three (3) years from the expiration dale of this Agreement and any extension thereof. ARTICLE 23. AUDITS The County, or its duly authorized representatives or governmental agencies, shall until the expiration of three (3) years after the expiration of this Agreement and any extension thereof, have access to and the right to examine and reproduce any olthe Contraclo~s books, documents, papers and records and of Its subcontractors' and suppliers which apply to all mafters of the County. Such records shall subsequently conform to Generally Accepted Accounting principles requirements, as applicable, and shall only address those transactions related to this Agreement. Pursuant to County Ordinance No. 03-2, the Contractor will grant access to the Commission Auditor to all financial and performance related records, property, and equipment purchased In whole or in part with government funds, The . Contractor agrees to maintain an accounting solution that provides accounting records thaI are supported with adequate documentation, and adequate procedures for determining the allowabilily and allocability of costs. ARTICLE 24. SUBSTITUTION OF PERSONNEL In the eventthe Contractor wishes to substitute personnel far the key personnel idenlified by the Contractor's Proposal, the Contractor must notify the County In writing and request written approval for the SUbstitution at least ten (10) business days prior to effecting such substitution. ARTICLE 25. CONSENT OF THE COUNTY REQUIRED FOR ASSIGNMENT The Contractor shall not assign, transfer, conveyor otherwise dispose of this Agreement, including its rights, title or Interest In or to the same or any part thereof without the prior written consent of the County, ARTICLE 26. SUBCONTRACTUAL RELATIONS a) If the Contractor will cause any part of this Agreement to be performed by a Subcontractor, the provisions of this Contract will apply to such Subcontractor and Its officers, agents and employees In all respects as If It and they were employees of the Contractor; .and the Contractor will not be In any manner thereby discharged from Its obligations and liabilities hereunder, but will be liable hereunder for all acts and negligence of the SubContraotor, its officers, agents, and employees, as if they were employees of the Contractor, The services performed by the SubContractor will be subject to the provisions hereof as if perfonned directly by the Contractor. 15 j I ! t I I Mlami·Dade County, FL I EPPRFP-00485 . .... . b) The Contractor, before making any subcontract for any portion of the selVices, will state in writing to the County the name of the proposed SUbcontractor, the portion of the SelVlces which the SubContractor is to do, the place of business of such SubContractor, and such other information as the County may require. The County will have the right to require the Contractor not to award any subcontract to a person, firm or corporation disapproved by the County. c) Before entering into any subcontract hereunder, the Contractor will Inform the SubContraotor fully and completely of all provisions and requirements of this Agreement relating either directly or indirectly to the SelVlces to be performed. Such SelVices performed by such SubContractor will strictly comply with the requirements of this Contract. d) In order to qualify as a SubContractor satisfacto!), to the County, in addition to the other requirements herein provided, the SubContractor must b6 prepared to prove to the satisfaction of the County that It has the necessa!), facilities, skill and experience, and ample financial resources to perform the SelVlces In a satisfactory manner. To be considered skilled and experienced, the SubContractor must show to the satisfaction of the County that It has satisfactorily performed selVices of the same general type which Is required to be performed under this Agreement. e) The County shall have the right to withdraw Its consent to a subcontract Ifit appears to the County that the subcontract wIll delay, prevent or olherwlse impair the performance of the Contraotors obligations under this Agreement. All SubContractors are required to protect the confidentiality of the County's and County's proprietary and confidential information. Contractor shall furnish to the County copies of all subcontracts between Contractor and SubContractors and suppliers hereunder. Within each such SUbcontract, there shall be a clause for the benefit of the Counly In the eventthe County finds the Contractor in breach ofthis Contract, permitting the County to request completion by the SubContractor of Its performance obligations under the subcontract. The clause shall Include an option for the County to pay the SubContractor directly lor the performance by such SubContractor. Notwithstanding, the foregoing shall neither convey nor imply any obligation or liability on the part 01 the County to any subContractor hereunder as more fUlly descrtbed herein. ARTICLE 27. ASSUMPTION, PARAMETERS, PROJECTIONS. ESTIMATJ::S AND EXPLANATtONS The Contractor understands and agrees that any assumptions, parameters, projections, estimates and explanations presented by the County were provided to the Contractor for evaluation purposes only. However, since these assumptions, parameters, projections, estimates and explanations represent predictions of future events the County makes no representations or guarantees; and the County shall not be responsible for the accuracy of the assumptions presented; and the County shall not be responsible for conclusions to be drawn therefrom; and any assumptions, parameters, projections, estimates and explanations shall not form the basis of any claim by the Contractor. The Contractor accepts all risk aSSOCiated with using this Information. ARTICLE 2B. SEVERABILITY If this Agreement contains any provision found to be unlawfut, the same shall be deemed to be of no effect and shall be deemed stricken from this Agreement without affecting the binding force of this Agreement as It shall remain after omitting such prOVision. ARTICLE 29. TERMINATION AND SUSPENSION OF WORK a) The County may terminate this Agreement if an individual or corporalion or olher entity a(fempts to meet Its contractual Obligation with the County through fraud, misrepresentation or material misstatement. b) The County may, as a further sanction, terminate or cancel any other oonlract(s) that such individual or 16 I \ I ! . I I ! , I i I ~ i , I li I I I ~ i I I I I i I MIamI-Dade County, FL I EPPRFP-00485 corporation or other entity has wilh the County and thai such individual, corporation or other entity shall be responsible for all direct and indirect costs associated with such termination or cancellation, Including attorney's fees, c) The foregoing notwithstanding, any individual, corporation Qr other entity which attempts to meet its contractual obligations with the County through fraud, misrepresentation or material mtsstatement may be debarred from County contracting for up to five (5) years in aocordance with the County debarment procedures. The Contractor may be subject to debarment for failure to perform and all other reasons set forth In Section 10-38 of the County Code, d) In addition to cancellation or termination as otherwise provided In this Agreement, the County may at any time, In its sale discretion, with or without cause, terminate this Agreement by written notice to the Contractor, e) In the event that the County exercises its right to terminate this Agreement, the Contractor shall, upon receipt of such notice, unless otherwise directed by the County: I. stop work on the date specified In the notice ("the Effective Termination Date"); ii. take such action as may be necessary for the protection and preservation of the County's materials and property; Iii, cancel orders; lv, assign to the County and deliver to any location designated by the County any non-cancelable orders for Dellverables that are not capable of use except in the performance of this Agreement and has been specifically developed for the sale purpose of this Agreement and not incorporated In the Services; v. take no action which will Increase the amounts payable by the County under this Agreement; and In the event that the County exercises its right to terminate this Agraement, the Contractor will be compensated as stated in the payment Articles herein for the: i. portion of the Services completed in accordance with the Agreement up to the Effective Termination Date; and ii, non-cancelable Deliverables that are not capable of use except in the performance of this Agreement and has been specifically developed for the $ole purpose of this Agreement, but not Incorporated in the Services, g) All compensation pursuant to this Article are subject to audll. ARTICLE 30, EVENT OF DEFAULT a) An Event of Default shall mean a breach of this Agreement by the Contractor. Without limiting the generality of the foregoing, and in addition to those instances referred to herein as a breach, an Event of Default shall include the following: I, the Contractor has not delivered Dellverables on a timely basis; II. the Contractor has refused or failed to supply enough properly skilled staff personnel; iii. the Contractor has failed to make prompt payment to subcontractors or suppliers for any Services; 17 Miami-Dade County, FL I EPPRFP-00485 iv. the Contraotor has become Insolvent (other than as interdicted by the bankruptcy laws), or has assigned the proceeds received for the benefit of the Contractors creditors, or the Contractor has taken advantage of any tnsolvency statute or debtor/creditor taw or if the Contractors affairs have been put in the hands of a receiver, v. the Contractor has failed to obtain the approval of the County where required by this Agreement; vi. the Contractor has failed to provide "adequate assurances" as required under subsection b below; viI. the Contraotor has failed in the representation of any warranties stated herein. b) When, in the opinion of the County, reasonable grounds for uncertainty exist with respect to the Contractcrs ability to perform the Services or any portion thereof, the County may request that the Contractor, within the tlmeframe set forth in the County's request, provide adequate assurances to the County, In writing, of the Contractors ability to perform In accordance with the terms ofthls Agreement. Until the County receives such assurances, the County may request an adjustment to the compensation received by the Contractor for portions of the Services which the Contractor has not performed. In the event that the Contractor fails to provide to the County the requested assurances within the prescribed timeframe, the County may: I. treat such failure as a repudiation of this Agreement; and il. resort to any remedy for breach provided herein or at law, including but not limited to, laking over the performance of the Services or any part thereof either by itself or through others. c) in the event the County shall terminate this Agreementfordefault, the County or its designated representatives may immediately take possession of all applicable equipment, materials, products, documentation, reports and data. ARTICLE 31. NOTICE OF DEFAULT· OPPORTUNITYTO CURE If an Event of Default occurs In the determination of the County, the County may so notify the Contractor ("Default Notice"), specifying the basis for such default, and advising the Contractor that such default must be oured Immediately orthis Agreement with the County may be terminated. Notwithstanding, the County may, In Its sale discretion, allow the Conlractorto rectify the defaultlo the County's reasonable satisfaction within a thirty (30) day period. The County may grant an additional period of such duration as the County shall deem appropriate without waiver of any of the County's rights hereunder, so long as the Contractor has commenced curing such default and is effectuating a cure with diligence and continuity during such thirty (30) day pertod or any other period which the County prescribes. The default notice shall specify the date the Contractor shall discontinue the Services upon the Termination Date. ARTICLE 32. REMEDtES tN THE EVENT OF O~FAULT If an Event of Default occurs, the Contractor shall be liable for all damages resulting from the default, including but not limited to: a) lost revenues; b) the difference between the cost associated with procuring Services hereunder and the amount actually expended by the County for re-procurement of Services, Including procurement and administrative costs; and c) such other direct damages. The Contractor shall also remain liable for any liabilities and claims related to the Contractor's default. The County 18 Miamf-Dade County, Pi I EPPRF:-00485 _ _ " may also bring any sui! or proceeding for specific performance or for an injuncfion. ARTICLE 33. PATENT AND COPYRIGHT INDEMNIFICATION a) b) c) d) e) The Contractor shall not infnnge on any copyrights, trademarks, service marks, trade secrets, patent rights, other Intellectual property rights or any other third party proprietary rights In the performance of the Work. The Contractor warrants that all Deliverables furnished hereunder, Including but not limited to: equipment, programs, documentation, software, analyses, applications, methods, ways, processes, and the like, do not infringe upon or violate any copyrights, trademarks, service marks, trade secrets, patent rights, other Intellectual property rights or any other third party proprietary rights. The Contractor shall be liable and responsible for any and all claims made against the County for Infringement of patents, copyrights, service marks, trade secrets or any other third party proprietary lights, by the use or supplying of any programs, documentation, software, analyses, applications, methods, ways, processes, and the like, In the course of performance or completion of, orin any way connected with, the Work, or the County's continued use of the Deliverables furnished hereunder. Accordingly, the Contractor at Its own expense, including the payment of attorney's fees, shall Indemnify, and hold harmless the County and defend any action brought agalnsl the County with respect to any claim, demand, cause of action, debt, or liability. In the event any Deliverable or anything provided to the County hereunder, or portion thereof Is held to constitute an infringement and Its use is or may be enJoined, the Contrector shall have the obligation to, at the County's option to (i) modify, or require that the applicable subcontractor or supplier modify, the alleged Infringing Item(s) at Its own expense, without impairing in any respect the functionanty or performance of the itero(s), or (Ii) procure for the County, at the Contracto~s expense, the rights provided under this Agreement to use the item(s). The Contractor shall be solely responsible for determining and Informing the County whether a prospective supplier or subcontractor is a party to any litigation Involving patent or copyright Infringement, service mark, trademark, Violation, or proprietary rights claims or is subject to any injunction which may prohibit it from providing any Deliverable hereunder. The Contractor shall enter Into agreements with all suppliers and subcontractors at the Contractor's own risk. The County may reject any Deliverable that It believes to be Ihe subject of any such litigation or injunction, or If, in the County's jUdgment, use thereof would delay the Work or be unlawful. ARTICLE 34. CONFIDENTIALITY a) b) All Developed Works as defined In Article 36 and other materials, data, transactions of all forms, financial Information, documentation, inventions, designs and methods obtained from the County In connection with the Services performed under this Agreement, made or developed by the Contractor or Its subcontractors In the course of the performance of such Services, or the results of such Services, or which the County holds the proprietary rights, constitute Confidential Information and may not, withoutthe prior wr'ltten consent of the County, be used by the Contractor or Its employees, agents, subcontractor or suppliers for any purpose other than forthe benefit of the County, unless required by law. In addition to the foregoing, all County employee Information and County financial information shall be considered Confidentiallnformalion and shall be subject to all the requirements staled herein. Neither the Contractor nor Its employees, agents, subcontractor or suppliers may sell, transfer, publish, disclose, disptay, license or otherwise make available to others any pa~ of such Confidential Information without the prior written consent of the County. Additionally, the Proposer expressly agrees to be bound by and to defend, Indemnify and hold harmless the County, and their officers and employees from the breach of any federal, state or local law in regard to the privacy of individuals. The Proposer shall advise each of Hs emptoyees, agents, SUbcontractors and suppliers who may be exposed to SUch Confidential Information of their obligation to keep such information confidential and shall promptly 19 I ! I I I , I I I I ! I I I , ! I I i I j ! I I c) Miami-Dade County, FL I EPPRFP-00485 advise the County In wrillng If It learns of any unauthorized use or disclosure of the Confidential Information by any of Its employees or agents, or subcontractors or 5upplle(s employees, present or former. In addition, the Contractor agrees to cooperate fully and provide any assistance necessary to ensure the confidentiality of the Confidential Information. It Is understood and agreed that in the event of a breach of this Article damajles may not be an adequate remedy and the County shall be entitled to inJuncl!ve relief to restrain any such breach or threatened breach. Unless otherwise requested by the County, upon the completion of the Services performed hereunder, the Contractor shall Immediately turn over to the County ali such Confidential Information existing In tangible form, and no copies thereof shall be retained by the Contractor or Its employees, agents, subcontractors orsuppl1el1l without the prior wrttten oonsent of the County. A certlfioate evidencing complianoe with this provision and signed by an officer of the Contractor shall accompany such materials. ARTICLE 35, PROPRIETARY INFORMATION As a political subdivision of the State of Florida, Miami-Dade County is subject to the stipulations of Florida's Public Records Law, The Conlractor acknowledges that all computer software In the County's possession may constitute or contain Informafion or materials which the County has agreed to protect as proprietary information from disclosure or unauthorized use and may also constitute or contain Information or materials which the County has developed at Its own expense, the disclosure of which could harm the County's proprietary Interest therein. During the term of the contract, the Contractor will not use directly or indireclly for itself or for others, or publish or disclose to any Ihlrd party, or remove from the County's property, any computer programs, data compilations, or other software which the County has developed, has used or is using, Is holding for use, or Which are otherwise in the possession olthe County (hereinafter "Computer Software"). All third-party license agreements must also be honored by the Contractors and their employees, except as authorized by thl:! County and, If the Computer Software has been leased or purchased by the County, all hired party license agreements must also be honored by the Contractors employees with the approval olthe lessor or Contractors thereof. This Includes mainframe, minis, teleoommunlcations, pel1lonal computers and any and all Information teohnology software. The Contraotor will report to the County any Information discovered or which is disclosed to the Contractor which may relata to the improper use, publication, disclosure or removal from the County's property of any Information technology software and hardware and will take such steps as are within the Contractor's authority to prevent improper use, disclosure or removal. ARTICLE 36, PROPRIETARY RIGHTS a) The Contractor hereby acknowledges and agrees that the County retains all rights, title and interests in and to all materials, data, documentation and copies thereof furnished by the County to the Contractor hereunder or furnished by the Contractor to the County and/or created by the Contractor for delivery to the county, even If unfinished or in process, as a result of the Services the Contractor performs In connection with this Agreement, Including all copyright and other proprietary rights therein, which the Contractor as well as Its employees, agents, subcontractors and suppuers may use only In connection with the performance of Services under this Agreement. The Proposer shall not, without the prior written consent of the County, use such documentation on any other project In which the Proposer or its employees, ajlents, subcontractors or suppliers are or may become engaged. Submission or distribution by the Proposer to meet official regulatory requirements or for other purposes In connection with the performance of Services under this Agreement shall not be construed as publication in derogaHon of the County's copyrights or other proprietary rights. 20 ~ I i ! i I i i I I ! r, I II I j Miami-Dade County, FL I EPPRFP-00485 b) All rights, title and Interest In and to certain inventions, Ideas, designs and methods, specifications and other documentation related thereto developed by the Contractor and Its subcontractors specifically for the County, hereinafter referred to as "Developed Works" shall become the property of the County. 0) Accordingly, neither the Contractor nor its employees, agents, subcontraotors or suppliers shall have any proprietal)! interest In such Developed Works. The Developed Works may not be utilized, reproduced or distributed by or on behalf of the Contractor, or any employee, agent, subcontractors or supplier thereof, without the prior written consent oflh<l County, except as required for the Contractor's performance hereunder. d) Except as otherwise provided in subseclions a, b, and c above, or elsewhere herein, the Contractor and its subcontraotors and suppliers hereunder shall relaln all proprielal)! rights In and to all Licensed Software provided hereunder, that have not been customized to satisfy the performance criteria sellOrth in the Scope of SelVices. Notwithstanding Ihe 1Oregolng, the Contractor hereby grants, and shall require that ijs subcontractors and suppliers grant, if the County so desires, a perpetual, irrevocable and unrestricted right and license to use, duplicate, disclose and/or permit any other person(s) or entity(ies) to use all such Licensed Software and the associated speCifications, technical data and other Documentation for the operations of the County or entities controlling, controlled by, under common control with, or affiliated with the County, or organizations which may hereafter be formed by or become affiliated with the County. Such license speclflcally includes, but is not limited to, the right of the County to use and/or disclose, in whole or In part, the technical documentation and Licensed Software, including source code provided hereunder, to any person or entity outside the County for such person's or entity's use in furnishing any and/or all of the Deliverables' provided hereunder exclusively for the County or enllties controlling, controlled by, under common control wilh, or affiliated with the County, or organizations which may hereafter be formed by or become affiliated with Ihe County. No such License Software, specifications, data, documentation or related Information shall be deemed to have been given in confidence and any statement or legend to the contrary shall be void and of no effect. ARTICLE 37. VENOOR REGISTRATION/CONFLICT OF INTEREST a) Vendor Registration. The Contractor shall be a registered vendor with the County -Internal Serulces Department, Procurement Management Division, for the duration af this Agreement. In becoming a Registered Vendor with Miami-Dade County, the Contractor confirms its knowledge of and commitment to comply with the following: 1. MiamJ.f)ade County OwnershIp DIsclosure Affidavit (Seclion 2-8.1 of the County Code) 2. Mlaml .. Dade County Employment Disclosure Affidavlt (Section 2.8-1 (d)(2) of the County Oodo) 3. Miaml .. DadslEmployment Drug-free Workplace Certifioation (Seotlon 2-B.I.2(b) of /he County Code) 4. Miami-Dade DJsabllity and NondiscrImination Affidavit (Seollon 2-B.l.6 of Ihe County Code) 6, Miami·Dade County Debarment Ofsclosure Affidavit (Seotion 10.38 oftha County Code) 6. Mlaml.Dade County Vendor Obl;gatlon to County Affidavit 21 (Section 2-8.1 oflhe County Code) 7. MiamI-Dade County Code of BusIness Ethics Affldevlt (S.o/lon 2-B.l(1) and 2·11(b)(l) olill. COunty Codothrough (8) end (9) ollhe County Cod. end Secllon 2-11.1(0) of/he COunty Code) 8, MJ8m/~DBde County Family Leave Affidavit (Artlole V of Chapfer 11 of the County Cudo) 9, Mlaml"Dade County Living Wage Affidavit (Soctlon 2-8.9 of/ho Counly Code) 10. Miaml~Dsde County Domestic Leave and Reponing Affldavlt (ArtIcle 8, Secllon 11A-BO l1A-67 of tho County Code) I I I I I I ; I i i I ' I I I ! I , I l I I I II ~ " II " ! i I Miami·Dade County, FL 11. subcontracting Practices (Ottl/nan •• 97-35) 1~. Mlaml·Dade County c·V.rlly Aftldavlt (~xecutive Order 11·116) 13. Subcontractor/Supplier Listing (Seetien 2-8.8 of the County Code) 14. EnvIronmentally Acceptable Packaging (Rese/ullcn R-738-92) 15. W-9 and 8109 Fonn. (a. required by the Intemal Revenue service) 16. FI'!/N Number or Soc/o/ Seeur//y Number In order to establfsh a file, the Contraotor's Federal Employer Identification Number (FEIN) must bo provided. If no FE:IN exists, the Social Sac1.Inty Number of the ownerorlndlvrdual must be provided, ThIs number becomes Conlr •• tor's "Counly Vendor Numbet'. TO comply with Section 119.071(5) of the Florida Statute' relClting to the collection of an indiVidual's Social SecurIty Number, be aware tflat 1he County requests the Social Security Number for fhe following purposes: Identification of Individual account records To make payments to Individual/Contractor for gooels and servioes provfded to Mlami~Oade County Tax reporting purposes To provide a unique identifier In 1he vendor database that may be used for searohlng and sorting departmental records 17. O"'ce of the Inspector General (Seollon 2-1076 of the County Code) 18. Small !Jusln ... l'interprJ ••• The County endaavora. to obtafn the particIpation of all small business enterprises pursuant to Sections 2~8.2, 2~ 8.2.3 and 2-82.4 of the County Code and Tille 49 o!the Code of Federal Regulations. 19. ~titrtfst Laws l3y acceptance of any contract, the Contractor agrees to compty wllh alianUtru,t laws of tha United Slates and 1he Stata of Florida. pt", I EPPRFP·00485 22 \ I I I I I, i ~ , , II I l ~ I I I 'I I I I ~ b) Confliot of Interest/Code of Ethics Section 2-11.1(d) of Miami-Dade County Coda requires Ihat any County employee or any member of the employee's Immediate family who has a controlling finanoial interest, direct or Indirect, with Miami-Dade County or any person or agency acting for Miami-Dade County, competing or applying for a contraol, musl first request a conflict of interest opinion from the County's Ethics Commission prior to their or their immediate family members entering into any contract or transacting any business through a firm, corporation, partnership or business entity In which the employee or any member of the employee's Immediate family has a controlling financial interest, direct or Indireot, with Mlaml- Dade County or any person or agency acting for Miami-Dade County, Any such contract or business engagement entered in violation of this subsection, as amended, shall be rendered voidable, AU autonomous personnel, quasl- judicial personnel, advisory personnel, and employees wishing to do business with the County are hereby advised they must comply with the applioable provisions of Section 2-11,1 of the Miami-Dade County Code relating to Conflict of Interest and Code of Ethics. In accordance with 2-11.1 (y), the Miami Dade County Commission on Ethics and Public Trust (Ethics Commission) shall be empowered to review, interpret, render advisory opinions and leiters of instruction and enforce the Conflict of Interest and Code of Ethics Ordinance. For additional Information, please contact the Ethics Commission holline at (305) 579-2593, ARTICLE 38, INSPECTOR GENERAL REVIEWS Independent Private Sector Inspector General Reviews Pursuant to Miami-Dade County Administrative Order 3-20, the County has the right to retain the selVices of an Independent Private Sootor Inspector General (hereinafter "IPSIG"), whenever the County deems It appropriate to do so. Upon wrillen notice from the County, the Contractor shall make available f.\J the IPSIG retained by the County, all requested records and documentation pertaining to this Agreement for inspecfion and reproduction. The County shall be responsible for the payment of these IPSIG selVlces, and under no circumstance shall the Contractor's prices and any changes thereto approved by the County, be inclusive of any charges relating to these IPSIG selVices. The lerms of this proVision apply to the Contractor, Its officers, agents, employees, subcontractors and assignees. Nothing contained In this prOVision shall impair any Independent right of the County to conduct an audit or investigate the operations, activities and performance of the Contractor In connection wfth this Agreement. The terms of this Article shall not Impose any liability on the County by the Contractor or any third party. I i County, Miami-Dade County has established the Office of the Inspector General whioh may, on a random basis, perform audits on all County contracts, throughout the duration of said contracts, except as othelWise provided below, The cost oflhe audit for this Contract shall be one quarter (1/4) of one (1) percent olthe total contract amount which cosl shall be inclUded In the total contract amount. The audit cost will be deducted by the County from progress payments to the Contractor. The audit cost shall also be included in all change orders and all contract renewals and extensions. Exception: The above application of one quarter (1/4) of one percent fee assessment shall not apply to the follOWing contracts: (a) IPSIG contracts; (b) contracts for legal services; (c) contracts for financial advisory services; (d) auditing contracts; (e) facility rentals and lease agreements; m concessions and other rental agreements; (g) Insurance contracts; (h) revenue-generating contraots; (I) contracts where an IPSIG is assigned at the time the contract Is approved by the Commission; 0) professional selVloa agreements under $1,000; (k) management agreements; (I) small purchase orders as defined In Miami-Dade County Administrative Order 3-38; (m) federal, state and local government- funded grants; and (n) interlocal agreements. NotWithstanding the foregoing, the Miami-Dade County Board of County Commissioners may authorize the inclusion of the fee assessment of one quarter (1/4) of one percent In any exempted contract at the tIme of award. 23 I , I i ! I I I I i ! i ! I I ! i i I I ! ~ ~ 1 ! .1 I Nothing contained above shall In any way limit the powers of the Inspector General to perform audits on all County contracts including, but not limited to, those contracts specifically exempted above. The Miaml·Dade County Inspector General is authorized and empowered to review past, present and proposed County and Public Health Trust contracts, transactions, accounts, records and programs, In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of records and monitor existing projects and programs, Monitoring of an existing project or program may include a report concerning whether the project Is on time, within budget and in conformance with plans, specifications and applicable law, The Inspector General is empowered to analyze the necessity of and reasonableness of proposed change orders to the Contract. The Inspector Generalis empowered to retain the services of Independent private sector inspectors general (IPSIG) to audit, Investigate, monitor, oversee, Inspect and review operations, activities, performance and procurement process, including but not limited to project design, specifications, proposal submittals, activities of the Contractor, its officers, agents and employees, lobbyists, County staff and elected officials to ensure compliance with contract specifications and to detect fraud and corruption, Upon wrillen notice to the Contractor from the Inspector General or IPSIG retained by the Inspector General, the Contractor shall make all requested records and documents available to the Inspector General or IPSIG for inspection and copying. The Inspector General and IPSIG shall have the right to Inspect and copy all documents and records in the Contractors possession, custody or control which, in the Inspector General's or IPSIG's sole judgment,pertain to performance of the contract, including, but not limited to original estimate flies, change order estimate files, worksheets, proposals and agreements form and which successful and unsuccessful subcontractors and suppliers, all proJect- related correspondence, memoranda, instructions, financial documents, construction documents, proposal and contract documents, back-charge documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates, or dividends received, payroll and personnel records, and supporting documentation for the aforesaid documents and records, ARTICLE 39_ LOCAL, STATE, AND FI:DERAL COMPLIANCE REQUIREMENTS Contractor agrees to comply, subject to applicable professional standards, with the provisions of any and all applicable Federal, State and the County orders, statutes, ordinances, rules and regulatlons which may pertain to the Services required under this Agreement, including, but not limited to: a) b) 0) d) Equal Employment Opportunity (EEO), In compliance wilh Executive Order 11246 as amended and applicable to this Contract, Miami-Dade County Flonda, Department of Small Business Development Participation Provisions, as applicable to this Contract. Environmental Protection Agency (EPA), as applicable to this Contract. Miami-Dade County Code, Chapter l1A, Article J, All Contractors and subcontractors performing work in connection with this Contract shall provide equal opportunity for employment without regard to race, religion, color, age, sex, national origin, sexual preference, disability or marital status. The aforesaid proVision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment advertising; layoff or termination; rates of payor other forms of compensation; and seleotlon for training, Including apprenticeship, The Contractor agrees to post In a conspicuous place available for employees and applicants for employment, suoh notices as may be required by the Dade County Fair Housing and Emptoyment Commission, or other authortty having jurisdiction over the work se«ing forth the provisions of the nondiscrimination law, e) "Conflicts of Interest" Section 2· 11 of the County Code, and Ordinance 01·199, o Miami·Dade County Code Section 10·38 "Debarment". g) Mlami·Dade County Ordinance 99·5, codified at l1A·60 et. seq, of Miami· Dade Code pertaining to complying 24 with the County'8 Domestic Leave Ordinance, h) Miami-Dade County Ordinance 99-152, prohibiting the presentation, maintenance, or prosecution of false or fraudulent claims against Miami-Dade County, The Contractor shall hold ail licenses and/or certifications, obtain and pay for all perm its andlor inspections, and comply with all laws, ordinances, regulations and building code requirements applicable to the work required herein, Damages, penalties, and/or fines Imposed on the County or Contractor for fallure to obtain and maintain requ'lred freenses, certifications, permits and/or inspections shall be borne by the Contractor, The Project Manager shall verily the certlfication(s), IIcense(s), permit(s), etc, for the Contractor prior to authorizing work and as needed, Notwithstanding any other provision of this Agreement, Contractor Shall not be reqUired pursuant to this Agreement to take any aotion or abstain from taking any action If such action or abstention would, in the good faith determination of the Contractor, constitute a violation of any law or regUlation to which Contractor is subject, including but not limited to laws and regulations requiring that Contractor conduct Its operations In a safe and sound manner, ARTICLE 40, NONDISCRIMINATION During the performance 01 this Contract, Contractor agrees to not discriminate against any employee or appficant for employment because of face, color, religion, ancestry, national origin, sex, pregnancy, age, disability, marital status, familial status, sexual orientation, gender Identity or gender expression, status as victim of domestic violence, dating violence or stalking, or veteran status, and on housing related contracts the source of income, and will take affirmative action to ensure that employees and applicants are afforded equal employment opportunities without discrimination, Such action shall be taken with reference to, but not limited to: recruitment, employment, termination, rates of payor other forms of compensation, and selection for training or retraining, Including apprenticeship and on the job training, By entering into this Contract, the Contractor attests that it is not In violation of the Amerioans with Disabilities Act of 1990 (and related Acts) or Miami-Dade County Resolution No, R-385-95, tfthe Contractor or any owner, subsidiary or other firm affiliated with or related to the Contractor is found by the responsible enforcement agency or the County to be In violation of the Act or the Resolution, such vlotation shall render this Contract void, This Contract shall be void ifthe Contractor submtts a false affidavit pursuant to this Resolution or the Contractor violates the Act or the Resolution during the term of this Contract, even if the Contractor was not in violation at the time it submitted its affidavit. ARTICLE 41, CONFLICT OF INTEREST The Contractor represents that: a) No officer, director, employee, agent, or other consultant of the County or a member of the immediate family or household of the aforesaid has directly or indirectly received or been promised any form of benefit, payment or compensation, whether tangible or intangible, in connection with the award of this Agreement. b) There are no undisclosed persons or entities interested with the Contractor in this Agreement. This Agreement is entered into by the Contractor without any connection with any other entity or person making a proposal for the same purpose, and without collusion, fraud or conflict of interest. No elected or appointed officer or official, director, employee, agent or other consultant of the County, or of the State of Florida (including elected and appointed members of the legislative and executive branches of government), or a member of tile immediate family or household of any of the aforesaid: i) Is Interested on behalf of or through the Contractor directly or Indirectly in any manner whatsoever In the execution or the performance of this Agreement, or In the services, supplies or work, to which this Agreement relates or in any portion of the revenues; or 25 I I I ! I I I ~ I ! , , I I ~ I I i ! I i I ! I I I I c) d) e) ii) is an employee, agent, advisor, or consultant to the Contractor or to the best of the Contractor's knowledge any subcontractor or supplier to the Contractor. Neither the Contractor nor any officer, director, employee, agency, parent, subsidiary, or affinate of the Contractor shall have an interest which is In conffict with the Contractor's faithful performanoe of Its obligation under this Agreement; provided that the County, In Its sale discretion, may consent in writing to such a relationship, provided the Contractor provides the County with a written notice, in advance, which Identifies all the individualS and entitles involved and sets forth In detail the nature of the relationship and why it Is In the County's best Interest to consent to such relationship. The provisions of this Article are supplemental to, not in lieu of, all applicable laws with respect to confilct of Interest. In the event there Is a difference between the standards applicable under this Agreement and those provided by statute, the stricter standard shall apply. In the event Contractor hes no prior knowledge of a conftie! of interest as set forth above and acquires Information whloh may Indloate that there may be an aotual or apparent violation of any of the above, Contractor shall promptly bring such Information to the attention of the County's Project Manager. Contractor shall thereafter cooperate with the County's review and investigation of such Information, and comply with the Instructions Contractor receives from the ProJeot Manager In regard to remedying tM situation. ARTICLE 42. PRESS RELEASE OR OTHER PUBLIC COMMUNICATJON Under no circumstances shall the Contractor without the express written consent of the County: a) b) 0) Issue or permit to be Issued any press release, advertisement or literature of any kind which refers to the County, or the Work being performed hereunder, unless the Contramor first obtains the written approval of the County. Suoh approval may be withheld if for any reason the County believes that the publication of such information would be harmful to the public interest or is In any way undesirable; and Communicate in any way with any Contractor, department, board, agency, commisSion or other organization or any person whether governmental or private in connection with the Services to be performed hereunder except upon prior written approval and instruction of the County; and Except as may be required by law, the Contractor and its employees, agents, subcontractors and suppliers will not represent, directly or Indirectly, that any product or service provided by the Contractor or such parties has been approved or endorsed by the County. ARTICLE 43. BANKRUPTCY The County reserves the right to terminate this contrac~ if, during the term of any contract the Contractor has with the County, the Contractor becomes involved as a debtor in a bankruptcy proceeding, or becomes Involved in a reorganization, dissolutiOl1, or liquidation proceeding, or If a trustee or receiver Is appointed over all or a substantlal portion of the property of the Contractor under federal bankruptcy law or any state insolvency law. ARTICLE 44. GOVERNING LAW This Contract, Including appendices, and all matiers relating to this Contract (whether In contract, statute, tort (such as negligence), or otherwise) shall be governed by, and construed in accordance with, the laws of the State of Florida. Venue shall be Miami-Dade County. 26 I ! I J I I ! ~ ! I I I n ! I ~ ! I I I I 1 I ARTICLE 45. COUNTY USER ACCESS PROGRAM rUAPj a) User Access Fee Pursuant to Section 2-8,10 of the Miami-Dade County Code, this Contract is subjecl to a user accass fee under the County User Access Program (UAP) In the amount of two percent (2%), All sales resulting from this Conlract, or any contract resulting from the solicitation referenced on the first page of this Conlract, and the utilization of the County Contract price and the terms and conditions identified herein, ara sUbJactto Ille two percent (2%) UAP, This fee applies to all Contract usage whether by County Departments or by any other governmental, quasl·governmental or not-for- profit entity. The Contractor providing goods or services under this Contract shall invoice the Contract price and shall accept as payment Ihereof the Contract price less the 2% UAP as full and complete payment for the goods andlor selVlces specified on the invoice. The County shall retain the 2% UAP for use by the County to help defray the cost of the procurement program. Contractor partiolpation In this invoice reduction portion of the UAP Is mandatory. b) Joint Purchase Only those entities that have been approved by the County for participation in the County's Joint Purchase and Entity Revenue Sharing Agreement are eligible to utilize or receive County Contract pricing and terms and conditions, The County will provide to approved entities a UAP Participant Validation Number. The Contractor must obtain Ihe participation number from the entity prior to filling any order placed pursuant to this Seclion, Contractor partiCipation In this joint purchase portion of the UAP, however, is voluntary. The Proposer shall notify the ordering entity, in writing, within three (3) business days of receipt of an order, of a decision to decline the order, For all ordering entities located outSide the geographical boundaries of Miami-Dade County, the Proposer shall be entitled to ship goods on an "FOB Destination, Prepaid and Charged Back" basis. This allowance shall only be made when expressly authorized by a representative afthe ordering entity prior to shipping the goods, The County shall have no liability to the Contractor for the cost of any purchase made by an ordering entity underlhe UAP and shall not be deemed to be a party thereto. All orders shall be placed directly by the ordering enlity with Ihe Contractor and shall be paid by the ordering entity less the 2% UAP. c) Contractor Compliance If a Contractor fails to comply with this Article, thatContraclormay be considered In default by the County in accordance with Article 30 of this Contract ARTICLE 46. SURVIVAL The parties acknowledge that any of the obligations in this Agreement will sUlVive the term, termination and cancellation hereof, Accordingly, Ihe respective obligations of the Contractor and the County under this Agreement, which by nalure would continue beyond the termination, cancellation or expiration thereof, shall survive termination, cancellation or expiration hereof. ARTICLE 47. FORCE MAJEURE Except as otherwise expressly provided herein, neither party hereto shall be considered In default in the performance of its obligations hereunder to the extent that such performance is prevented or delayed by any cause, existing or future, which in not within the reasonable control of such party Including, but not limited to, acts of God or the public enemy, flres, explOSions, riots, strikes (not Including strikes of the Propose(s staff personnel), terrorism or war, 27 I I I , I I I i I ~ ~ ~ I ! I I I Notwithstanding the foregoing, the failures of any olthe Proposer's suppliers, subcontractor, orthe like shall not excuse the Proposer's perlormanee except to the extent that such failures are due to any cause without the fault and reasonable control of such suppliers, subcontractors, or the like Including, but not limited to, acts of God or the public enemy, tires, explosions, riots, strikes (not including strikes of the Proposer's staff personnel), terrorism or war, ARTICLE 48. FIRST SOURCE HIRING REFERRAL PROGRAM Pursuantto Section 2·2113 of the Code of Miami-Dade County, for all contracts fur goods and services, the Contractor, prior to hiring to fill each vacancy arising under a County contract shall (1) first notify the South Florida Workforce Investment Board ("SFWIB"), the designated Referral Agency, of the vacancy and list the vacancy with SFWIB according to the Code, and (2) make good faith efforts as determined by the County to fill a minimum of fifty peroent (50%) of Its employment needs under tile County contract through the SFWIB, If no suitable oandidates can be employed after a Referral Period of thrae to five days, the Contractor is free to fill Its vaoancies from other sources, Contractor win be required to provide quarterly reports to the SFWIB Indicating the name and number of employees hired in the preVious quarter, or why referred candidates were rejected, Sanctions tor non-compliance shall Include, but not be limited to: (i) suspension of contract until Contractor performs abugations, ~ appropriate; (II) default and/or termination; and (iii) payment of $1 ,500/employee, or the value of the wages that would have been earned given tile noncompliance, whichever is less, Registration procedures and additional information regarding the FSHRP are available at https~lIapps,soulhflorldaworkforce.cQmmrslsource/, ARTICLE 49. PUBLIC RECORDS AND CONTRACTS FOR Sr:RYICES PERFORMED ON B!iHA~F OF MIAMI-DADE COUNTY The Contractor shall comply with the Public Records Laws of the State of Florida, Including by not limited to, (1) keeping and maintaining an public records that ordinarily and necessarlfy would be required by the County in order to perlorm the service; (2) providing the public witll access to public records on the same terms and condiflons that the County would provide the records and at a cost that does not exceed the cost provided In Chapter 119, F,S" or as otherwise provided by law; (3) ensuling that publlo records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and (4) meeting all requirements tor retaining public records and Iransferring, at no cost, to the County all public records in possession of the Contractor upon termination althe contract and destroying any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements upon such transfer. In eddltion, all records stored electronically must be provided to the County in a format that is compatible with the information technology systems of the County, Failure to meet any of these proVisions or to comply with Florida's Public Records Laws as applicable shall be a material breach of this Agreement and shall be enforced In accordance witll the terms and condiUons of the Agreement. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 375.5773, ISO.VSS®MIAMIDADE.GOV, 111 NW 1 STREET, SUITE 1300, MIAMI, FLORIDA 33128 28 IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the contract date herein set forth below. CONTRACTOR By.Q/~~ Name: {rIcK G! IILf!,'f/! /l, I Title: V. P I3 UjlAl B5 f)fyr:"2t!/MI?'V7- Date: (; -;;0 -17 Atte~..?-::;~~' Corporate ecretery/Notary Public Corporate SeallNotary Seal FREOJ HISS NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20164031254 MY COMMISSION .eXPIRES 08/1612020 ntle:Mayor ~ ::~~ ( 29 ! ! I I , i I i I I I j ! I j ! MIAMI-DADE COUNTY, FLORIDA EPPRFP00485 APPENDIX A SCOPE OF SERVICES 30 MIAMI-DADE COUNTY. FLORIDA EPPREP004B5 1.0 Background Annually, the Miami-Dade Public Safety Training Institute (MDPSTI) trains approximately 2,600 sworn MDPD law enforcement officers, hundreds of basic training recruits, as well as, sworn law enforcement officers from partner agencies. The MDPSTI staff continually looks for new Innovations In the police training to Improve the effectiveness of training of MDPD, along with its regional and federal partners. This training consists of firearms qualifications, defensive tactics, tactical training, critical Incidents and a host of other training topics. A major component of the training that the MDPSTI provides Is force-an-force training. In this training, officers are placed In tactical situations where they must use sound judgement and make spilt-second decisions on the level of force to be used, escalation, de-escalation and shoot or don't shoot decisions. This training has evolved and the MDPSTI would like the use of a Simulator to expand on these types of training In a safe environment. The TI Training Lab EX will give the Individual trainee the opportunity to address a variety of potential life threatening, simulated situatlons. This simulated environment along with live fire training will better prepare officers for real world situations that they may encounter in the performance of their duties. 2.0 Hardware As part of this implementation, the Contractor IVIII provide MDPD with one (1) Training lab EXTM_ The Simulator Includes: • Three (3) front projection HD projectors. • Projection screens that are capable of adjusting from a flat 3-panel configuration to a 180 degree 3- panel configuration. • Instructor station wnh 22" monitor and wireless keyboard and mouse for real time monitoring. • No stage or platform. The screens sit on the floor and allow trainees liml~ess movement within the room. • Audio system. The system is preloeded with 62 sound effects that the instructor controls for aUdio stimulus. • The system Is pre-loaded with 700+ scenarios that incorporate the use of pistols, rifles, shotguns, and less lethal weapons Including TASER CEWs, OC spray, batons, 12 gauge, 37mm and 40mm. • A standard Picture-In-a-Picture feature which records audio and color video of trainees as they Interact with the simUlator. That video can then be played beck and synchronized with the scenario during debrief so trainees can see exactly how they reacted to stimulus in the scenario. • The capability of training multiple trainees at the same time on any scenario or firing drill. Generally, up to six (6) trainees on any scenario and 12 trainees during courses of fire on the virtual range. • The capability for return fire. Options include an air canon that fires plastic projectiles at trainees. Also available Is a vest that flashes, beeps and vibrates ~ a trainee does not use cover effectivelY. • The capability for return fire. Options Include an air canon that fires plastic projectiles at trainees. • ScenariO filming and editing software. . • Self-calibrating design (the system self-calibrates In any lighting condition. • Customlzable record keeping and report generation. • Advanced debrief utilizing any document, video, Image, PowerPolnt, etc. 31 i i I I I I , I ! i I I ! i I I I I I I I i I~ ! ! I I I I Ii i ! I j ! I MIAMI-DADE COUNTY. FLORIDA EPPRFP00485 3.0 Pre·lmplementation Preparation 4.0 5.0 3.0.1 Kick-Off Meeting Contractor and the MDPD shall participate in a Kick-off Meeting to accomplish the following tasks: • Review Scope • Review, update, and finalize project Implementation plan, training plan, Test criteria, Final Acceptance criteria, communication plan, resource plan, and timeline. MOPD's Responsibillty During Implementation MDPD Resources: a. MDPD wfli provide the resources described In t~is Statement 01 Work to insure a successful implementation of the Simulator. b. MDPD will have all of the necessary and appropriate personnel at all of the meetings for the purpose of defining the requirements of the implementation. c. MDPD will be responsible for making sure that the installation site Is olear and prepared for installation and that all equipment Is In the installation site. d. MDPD Pointo! Contact must be onsite or available by phone during the Installation phase. e. MDPD will be responsible for preparing the training facilities. The training facilities should Include ~ardware comparable to laptops and/or computers that MDPD staff will use for access to the VMS. I. MDPD will make appropriate technical resources available to the Contractor. g. The Contractor will need assistance from MDPD to coordinate training and roll-out schedules, communications with field personnel and setting up training sites. h. MDPD will have on-site I.T. Support staff at all times during implementation. I. MDPD will provide a secure stable power and Looal Area Network (LAN) connection to the Simulator. Delivery of Equipment and Accessories The Contractor will deliver the equipment and accessories required In conjunction with this Statement of Work to the address listed below: Miami-Dade Police Department Attn: Lieutenant Alvaro Ortiz 9601 NW 58th Street Doral FL, 33172 32 I ! I ! I I,' ! i ! I I ! ! I I I ~ ! " ! i ! I I !I I I j ! , ii MIAMI·DADE COUNTY, FLORIDA EPPRFP00485 6.0 Timeline for Complete Simulator Implementation The Contractor will provide delivery of all products within 75 days after contract execution. Once the products have been received by MDPD, the Contract will work with MDPD to schedule the installation of the Simulator and training a lime convenient to the MDPD's schedule: The tlmellne of complete Simulator Implementation Is as follows: Week 1: • Contractors Project Manager will Immediately contact MDPD to: a Identify the primary POC for MDPD o Identify the training POC for MDPD o Obtain shipping address o Verify Scope of the project o Discuss the procedure for any changes in Scope to avoid delays. • Contractor's Project Manager submits orders for all hardware and software. Week 2: • Contractors Project Manager confirms all order are In the process of being filled. Week 3: • Contractor's Project Manager meets with: Week 4: o The Contractor's Vice President of Operations to ensure the build out olthe Simulator Is on schedule. o The Contractor's Armorer to discuss the types, numbers, and conflguratlons of all weapons for the Simulator so the Armorer is prepared to test all weapons and lasers when they are completed, as well as the software that will be loaded onto the Simulator to ensure it Is all tested as well. o The Contractor's Technical Support Manager 10 ensure all the proper software Is laoded onto the Simulator and to discuss any special needs for MDPD. • Contractor's training coordinator will contact designated MDPD POC to schedUle inslallatton and training. Week 5: • Contractor's Project Manager verifies that everything is on schedule and makes any necessary adjustments in collaboration with MDPD. 33 l I r ! i I ! ~ I' I ~ ! , " MlAMI·DADE COUNTY. FLORIDA EPPRFP00485 Week 6: • All Simulator components, Including hardware and software are thoroughly tested prior to shipping. Week 7: • Contractor's Project Manager verifies that all equipment has been delivered and Is at the installation site. Two (2) Installers will travel to training site and Install and test the system. Week 8: • Based on MDPD's schedule, two (2) two-day traln·the trainer courses are held oonsecutlvely for up to 20 MDPD instruotors. 7.0 Acceptance Testing The Contracto~s PoC will provide the MDPD PoC with access to a test version of Simulator In order for the MDPD to conduct Acceptance Testing to ensure it is configured to meet the requirements set forth In this Statement of Work. Following a successful Acceptance Test, the MDPD will provide written slgn·off to constitute Final System Acceptance. The escalation process outlined In Section 9.0 shall apply during Acceptanoe Testing. 8.0 Training 8.0.1 On·Site Training The Contractor WIll provide MDPD staff with two onsltetwo (2) day (16 hour) TI Training Lab Master Instructor Courses for up to twenty (20) MDPD Instructors (up to 10 Instruato", in each course). The training course summary can be found below: Desoripfion: The purpose of !hIs course of Instruction Is to train selected students In the set-up, funotion, operation, and maintenance of the Training Lab, Training Lab -EX and Training Room Interactive simulation systems, manufactured by TI Training Corp. These systems represent the most advanced training devices available. These systems utilize the latest advances video, laser, RF and programming technology to provide an Intuitive, easy to maintain training tools. These tools are designed to aid in teaching Publlo Safety Personnel to effectively and safely pelform their duties. This course begins with olassroom theory and progresses to "hands on", proflolency based exercises. We at Ti Training Corp recognize that even the most advanced technology Is useless In the hands of someone who oannot effectively operate and maintain that technology. Therefore, this course is fooused on ensuring every person attending this course attains each of the goals listed below. Successful completion ofth~ course will certify the student as a "Master' Instructor In simulation training and allow the student to certify "Instructor" level students within their agenoy. Additionally, semester hour credits from an acoredited college will be awarded as well as an equlvalentP,O.S.T. continuing education hou",. This will allow the student to transfer credit to any University and/or submit to their local P.O.S. T. 34 I' I I i I I ~ ! I I I Ii I i I I I ! I I I ! ~ MIAMI·DADE COUNTY, FLORIDA EPPRFPO0485 organization to satisfy continuing educational requirements for maintenance of their Peace Officer certifications. Goa/s: • The system Operator/Instructor will be able to effectively set up and operate these systems. • The system Operator/lnslructor will have a thorough knowledge of the system's speclflcatlons. • The system Operator/Instructor will be able to effectively apply the principals of simulation training to maximize student learning potential, retention and performance. • The system Operatorllnstructorwlll be able to effectively integrate these systems with their agencies policies, requirements and overall curriculum. Course SecUons: • Course Introduction o Inslruator and Student Introductions o Course Overview o Certification Requirements • System Overview o System Demonstration o Components o Graphical User Interface (GUI) o Environmental Requirements • System Operation o Set up and Calibration' o Assigning Devices o Selecting Training Material (Scenarios) o Playing, Branching, and Operation of Optional Features (EnvlroSlm, Telemetry, etc.) o System Debriefing Functions o Report Generatlon/Documentation ofTraining Evolutions • Scenario Creation • Effective Simulation Training o Requirements o Briefing o Debriefing o Documenting • Troubleshooting/Diagnostics 35 I ! I I ' I I 1 1 I", I I ! I I I ! f! I I I I " " I I I I I I I MIAMI-DADE COUNTY. FLQRlDA EPPRFP00485 8.0.2 Online Training In addition to on-site training, tutorial videos are available on the following subjects on the Simulator and online at www.tltralning.com/support: • AR15 Recoil Kit Maintenance • Recoil Magazine Maintenance • Recall Kit Installation • System Calibration • System Operation The simulator also contains: • Operato~s manual for the Simulator and all, accessories • A PowerPoint presentation on Effective Simulation Training 8.0.3 Master Instmotor Courses In addition to the training resources mentioned above, MDPD will receive two (2) free seats every year In one of the Contracto~s monthly Master Instructor courses held at the Contractors training facility in Golden, Colorado, 9.0 Maintenance and Support A) Maintenance Services Maintenance services include updates and upgrades to the Simulator, Including corrections of any substantial defects, fixes of any minor bugs, and fixes due to any conflicts with mandatory operating system security patches as well as upgrades to new version releases. B.) Ongoing Technical Support Services Technical support services are provided to end-users in the form of unlimited email and/or telephone support, 24 hours a day, 7 days a week, via tolHlee at 1 600 634-1936 or email support@titraining.com. The escalation process is outlined below: 1=Crltioal A major component of the System Is In a non,responsiv9 state and severely affects Users' productivity or operations, A high impact problem which affects the Users, 36 One (1) Hour Four (4) Hours One (1) Hour I I "I i I I I . I ~ I i I i ~ i ! I I ! I I I ! I ~ ! i , I I MIAMI-DADE COUNTY, FLORIDA E!PPRFP00486 10.0 ., ;><q~nnl,tl~ri'? .: '. ." ; ..... ,.:, .....••. ::.':::; ; .. ,' .... ' .... , .. ' :.(: . .".:i: 2=Urgent Any component failure or loss of functionality not covered in Severity 1, which Is hindering operations, such as, but not limited to: excessively slow response time; functionality degradation; error messages; backup problems; or issues affecting the use 01 a module orthe data. 3=lmportanl Lesser issues, questions, or items that minimally Impact the work flow or require a work around. 4=Minor Issues, questions, or Items that don't Impact the work flow. Issues that can easily be scheduled such as an upgrade or patch. Repair and Replacement Policy 10,0.1 Warranty RepaIr Two (2) Hours 4 business hours 4 business hours Eight (8) Hours seventy two (72) Hours One (1) Month for an acceptable work around until flnal resolution Two (2) I-Iours Four (4) Hours Weekly Status Call -- II a repair is necessary under and during Ihe term of the warranty, MDPD shall contact the Contraclor's Customer Service Department at, 1 800 634-1936, to receive a Return Material Authorization (RMA) Number and return inslructions prior to shipping the defective Product(s) or parts to the Contraclor. The RMA must be referenced on all documentation relating to the return (Le. shipping documents, shipping label, purchase order, correspondence, etc.). The following information Is needed when requesting and RMA Number: 1. Model Number and option. 2. Serial Number 3, Description of Failure 4. Shipping Information 5. Point of Contact and Phone Number 6. Billing Information 7. Purchase Order Number (required if out-ai-warranty). All costs associated with shipping, taxes, freighting, packaging and handling 01 the Product(s) andlor parts shall be borne by the Contractor. A failed Simulatorlpart .under warranty comes baok to the 37 I I i ,-I I I I I I I i I I MIAMI-DADE COUNTY, FLORIDA EPPRFP00485 depot for repair, if that same Simulator/pari should fail for a second time within ninety (90) days of repair, the part wlll be replaced. 10.0.2 Out-of-WammtvRepalr In addition to the requirements provided above concerning warranty repairs, all out-of-warranty repairs require that MDPD Issue a purchase order to the Contractor authorizing the repair and agreeing to cover all costs related thereto. The purchase order number should refer to the RMA Number which is assigned by the Contractor's Customer Services Department. For out-aI-warranty repairs, all associated shipping, freighting, packaging and handling of the Product(s) and/or parts shall be borne by the MDPD. 11.0 Change Control Durlng the implementation, any work that Is required to be performed over and above the work stated in this Statement of Walk, wltl be performed fdtowing mutual agreement between MDPD and the Contractor. MDPD may request additional work over and above the work stated in this Statement of Work, using the Change Request Form (Appendix C), provided that it Is Signed by an authorized representative of MDPD and the Contractor. 38 Ii l I I I i I ~ MIAMI·DADE COUNTY, FLORIDA EPPRFP·00485 APPENDIX B PAYMENT SCHEDULE 39 'ii ! I I I < I I I " Ii MIAMI·DADE COUNTY, FLORIDA Appendix B -Payment Schedule A, INITIAL THREE (3) YEAR TERM PRICING The following pricing will be applicable to the Initial three (3) year term. In table A 1 below Installation Services Training Services Maintenance Technical Support Services Fees -Year 2 and Technical Support Services Fees -Year 3 A1, PRICE BREAKDOWN FOR HARDWARE AND SOFTWARE (INITIAL TERM) i cameras, CPU, software, cabling, screens, 1 recoil kit, 1 DC spray, 1 flashlight 14 Glock 17 Pistols 6 AR·15 Rifles 2 Shotguns 19 ReooIJ Kits 2 Shotgun Adapters with Lasers 2 C02 Refill Tank and Nozzle for i Kits 8 TASERX26 Cartridge 8 Two-Cartridge sets for TASER X2 40 EPPRFp·00485 I 1 I I I I I I $3,500 $8,187 $8,187 ! ~ I , I ! f ! $59,600 ! ! l • $7,350 i $4,050 I j $750 ! f :1 $44,650 i I $2,520 I i $1,530 1 I ! , f I I ! I ! j i i i I MIAMI·DADE COUNTY, FLORIDA Ef'PRFP-00485 B. OPTIONAL YEARS TO RENEW (OrR) Should t.he County elect to exercise the Option to Renew Terms available under this Agreement, the following pricing shall apply. 81. HARDWARE. SOFTWARE, MAINTENANCE AND TECHNICAL SUPPORT SERVICE FEES Fees Contract Year 4 'During the 4th year, the Contractor will replaea the CPU (computer), projsot9rs and cameras, and will refurbish and/or replace all lasers C. OPTIONAL ITEMS Fees Contract Year 5 C1. Professional Service Fee Schedule . $5,626 Service $0 Compensation for Optional Protesslonal Servioes shall be based on the proJeots assigned. Contractor shall use agreed upon rates to calculate Ihe not·to·exceed cost statement required for each project. On· Site Training (Per Day) . Inslallatlon Services (1 Simulator) $3,500 Instailation Services (2 Simulators) $4,500 Installallon Services (3 or more Simulators) $5,500 41 MlAMI·DADE CQUNTY, FLORIDA EPPRFP·00485 C2, Optional Hardware During the term of the resultant contract, should the County wish to purchase additional hardware from the Contractor, the following prices, subject to negotiation, shall apply as defined below: $59,600 $525 AR·15 Rifies $675 Shotguns $375 Recoil Kits $2,350 Shotgun Adapters with Lasers $1,260 C02 Refill Tank and Nozzle for Recoil Kits $765 TASER)(26 with Cartridge $1,980 Two·Cartridge sets for TASER)(2 $2,340 Prior to initiating a purchase of optional Items, the County and Contractor will define the scope of work via a work order issued under this Contract. The County reserves the right to negotiate each order with the Contractor, Addition of hardware not listed above shall require a Contract Amendment to be executed by both parties, 42 I ! I I I I I " ~ I I ! ! ! l ! I i I i MIAMI-DADE COUNTY. FLORIDA EPPRFp.Q()485 APPENDIX C CHANGE REQUEST FORM 42 I fr I I I I I I I h ! ! I ~ I I ! 1 I I MIAMI-DADE CQUNTY. FLORIDA CHANGE REQUEST FORM TEMPLATE Contract Name: Parties: Effective Date (if known): the proposed Change relates: Description proposed importanceJ[Attach supporting Information if appropriate] I Form, approve the proposed Change Request as set out above, and agree that the Contract shall having been amended accordingly. For and on behalf of the Contractor Signed: _-:-:-~:--:-=-_----:-__ _ (Authorized Signatory) Name: __________ _ Title: Date: 43 EPPRFp.()0485 I I I i I I ij I I I I I MIAMI-DADE COUNTY, FLORIDA For and on behalf of MDPD Signed: _..,.,.--:-:--:-:-;-_--;-__ _ (Authorized Signatory) Name: _________ _ Title: Date: EPPRFP-00485 44 i I I I ATTACHMENT A CONTRACT FOR LAW ENFORCEMENT TRAINING SIMULATOR • Miami-Dade Couuty Award Summary & Notice of Award • Coutract #EPPRFP-00485, Scope of Services & Terms Couditions Thomas F. Pepe -1.23.18 MIAMl'rOE ., (",IUti .. miatl1idildl~,gnv July 5, 2017 .:_.;'~;n\, C;;-:;GU: r {j,l>..:U;·lTY :.-,',: :'ilf\rU-~;i\iJE CnlH-lTY. FL,i" iil All Responding Proposers (Sse Distribution List) SUBJECT: RFP Number: EPPRFP-00485 Title: Law Enforcement Specialized Training Simulator Dear Proposers: INTERNAL SERVICES DEPARTMENT PROCUREMENT MANAGEMENT SERVICES 111 NW1 ST Slreet·Suile 1300 Miami, Florida 33128-1974 In accordance with Section 4,9 of the above-referenced solicitation, and Section 2-8.4 of the Code of Miami- Dade County, you are hereby notified that the County Mayor or designee r6commends award of this contract to: • TI Training LE, LLC Proposer(s) not recommended for award: • FMC Incorporated • Sunset Survival & First Aid, Inc, (No Bid) • Virtra (No Bid) The provision of this notice also serves to confirm the lifting of the Cone of Silence from this procurement action as dictated by Section 2-11,1 (I) of the County Cod6, The Procurement Management Services Division of the Internal Services Department appreciates the participation of all vendors who responded to the subject action, If y.Oll have questions, please contact me at 305-375-1084 or spastor@miamldade.gov, antiago A, Pastoriza Procurement Contracting Officer Distribution: TI Training LE, LLC FMC Incorporated Sunset Survival & First Aid, Inc, Virtra oc: Clerk of the Board Miguel A. Gonzalez, Assistant County Attorney File Department of Procurement Management Posting of Award Recommendations (>25K-$250K) Bid#: EPPRFP-00485 Posting Date: 0710512017 Released: 0711012017 Title: LA W ENFORCEMENT SPECIALIZED TRAINING SIMULATOR EstValue: $178,384,00 AgentName: PASTORIZA, SANTIAGO Phone: 305·375-1084 Basis of Award: Request for Proposal Company(s) Recommentkd for Award: T1 TRAINING LE, LLC Wednesday, 5 July, 2017 Department of Procurement Management 111 NW 1st Street, Suile 1300 Miami, Florida 33128·1974 Page 1 oj 1 Memorarullum Date: March 2, 2017 To: Michelle Loren Rapaport, CPSM . Procurement Contraoting Ma~9~1 i ./" Miriam Singer, CPPO, Clll~;~I~~6~£~~t2!;;;~¢fi~:nior Assistant Director Internal Services Department ,/ ./ ./ / Through: Amos C, Roundtree, CPSM, DIVISiOl~Pk~yji;.--:::==~--'-- Procurement Management ~~JVices(biVlfi~gn--/ -----------, Internal Services Department --~- From: Subject: Delegated Authority for Procurement Actions Consistent with Section 2-8,1 of the Code of Miami-Dade County and Implementing Order 3-38, I am delegating authority to you, as a Procurement Contracting Manager In the Procurement Management Services Division of the Internal Services Department (ISO), the following authorities with respect to competitively awarded contracts: • Award and reject competitive contracts up to $250,000; • Authorize modifications for· competitively awarded contracts up to 20% of total contract value, not to exceed $250,000; • Extend contracts for up to three (3) months to Include proration valued up to $250,000; • Exercise options-to-renew for competitively awarded contracts within delegated authority. The delegation of this authority Is consistent with prlor-practice and reduces the time necessary to process various procurement actions that will facilitate our ability to expedite procurement of goods and services on behalf of user depariments. Those Items exceeding $250,000 will be routed to the ISD Director's Officer for approval as has been done In the past. This delegated authority does not Include signing contracts 01' agreements of any value on behalf of the County Mayor. Please continue to route such contracts or agreements to my Office has been done in the past. Additionally, please coordinate with me on all items that are sensitive in nature andlor require additional review and consideration before proceeding, Your Judgment Is crucial in the exercise of the delegated authority being granted. cc: Tat'a C. Smith, Director, Internal Services Departillent Christopher Agrlppa, CierI< of the Board Michele La I I i I 'I' , , i ! i ! I ~, i , I i ~ Mlaml·Dade County, FL !..... ePee " Law Enforcement SpeCialized Training Simulator Contract No. EPp·RFP00485 I EPPRFP·00485 THIS AGREEMENT ("AGREEMENT") IS MADE AND ENTERED INTO BY AND BETWEEN MIAMI-DADE COUNTY, A POLITICAL SUBDIVISION OF THE STATE OF FLORIDA, HAVING ITS PRINCIPAL OFFICE AT 111 N.W. 1ST STREET, MIAMI, FLORIDA 33128 (HEREINAFTER REFERRED TO AS THE "COUNTY"), AND TI TRAINING LE, LLC, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF COLORADO, HAVING ITS PRINCIPAL OFFICE AT 4680 TABLE MOUNTAIN DRIVE, SUITE 150, GOLDEN, COLORADO 80403 (HEREINAFTER REFERRED TO AS THE "CONTRACTOR"), WITNESSETH: WHEREAS, the Contractor has offered to provide a Law Enforcement Specialized Training Simulator, on a non-exclusive basis, thai shal.1 coniorm to the Scope of Services (Appendix A); Mlami·Dade County's Request for Proposals (EPP·RFP) No. EPp·RFP00485, and all associated addenda and attachments, Incorporated herein by reference; and the requirements of this Agreement; and, WHEREAS, the Contractor has submilted a written proposal dated February 10, 2017, hereinafter referred to as the "Contractor's Proposal" which is incorporated herein by reference; and, WHEREAS, the County desires to procure from the Contractor such Law Enforcement Specialized Training Simulator for the County, In accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration olthe mutual covenants and agreements herein contained, the parties hereto agree as follows: ARTICLE 1. DEFINITIONS The following words and expressions used In this Agreement shall be construed as follows, except when It Is clear from the context that another meaning is intended: 1. The words "Contract" or "Agreement" to mean collectively these terms and conditions, the Scope of Services (Appendix A), all other appendices and attachments hereto, all amendments issued hereto, EPPRFP·Q0485 No. and all associated addenda, and the Contractors Proposal. 2. The words "Contract Date" to mean the date on which this Agreement is effective. 3. The words "Contraot Manager" to mean Miami·Dade County's Director, Internal Services Department, or the duly authorized representative designated to manage the Contract. 4. The word "Contractor" to mean the Proposer that receives any award of a contract from the County as a result of this SoliCitation, also to be known as "the prime Contractor'. 1 Miami-Dade County, FL I EPPRFP-00485 5. The word "Days" to mean Calendar Days. 6. The word "Defect(s)" shall mean Incorrect Installation of the Simulator or failure olthe Simulator to conform to the Documentation, as defined, O[ the Final Acceptance Criteria resulting in inadequacy, malfunction, or imperfection. In the event of a conflict between the Final Acceptance Crtteria and the Documentation, the Final Acceptance Criteria shall prevail. 7. The word "Deliverable(s)" shall mean all Software, Software Licenses and Documentation, as defined below, to be delivered or made available by the Contractor for use by the County, whether on site or remotely accessed, and all Services to be performed for and provided to the County by the Contractor under the Agreement. 8. The words "directed", "required", 'permitted", 'ordered", "designated", "selected", "prescribed" or words of like import to mean respectively, the direction; requirement, permission, order, deSignation, seleotion or prescription of the County's Project Manager; and similarly the words "approved', acceptable", "satisfactory", "equal", "necessary", or words of like Import to mean respectively, approved by, or acceptable or satisfactory to, equal or necessary In the opinion of the County's Project Manager. 9. The word "Documentation" shall mean all manuals, user documentation, and other related materials pertaining to the Simulator which are fumlshed to licensee by County in connection with Ihe Software. 10. The words "Extra Work" or "Additional Work" resulting In additions or deletions or modifications to the amount, type or value of the Work and Services as required in this Contract, as directed and/orapproved by the County. The words "Project Manager' to mean the County Mayor or the duly authorized representative designated to manage Ihe Project. 11. The word "Final Acceptance" shall mean the written acceptance of the Simulator by the County. 12. The word "Final Acceptance Criteria" shall mean the oriterla described in Appendix E "Acceptance Procedures", as later and further developed as part of the Plan (as described and set forth In Appendix A "Scope 0.1 Services") by which the County will test the Simulator and Its functional components and measure it's conformance with the final aoceptance specifications in the Scope of Servioes or final design Documents. 13. The word "Go Live" shall mean the date that the fully developed Simulator components, accepted by the County, will be placed into a production environment. 14. The word "Hardware" shall mean the physical components or equipment that make up a computer system including the programs that control the operations of the computer and support the Software. 15. The word "Maintenance Fee' shall mean the fees associated to the Software required to operate the Simulator as further outlined in Appendix B "Payment Schedule". 16. The word "Maintenance" shall mean any activity intended 10 eliminate faults, to Improve or to keep the Simulator In satisfactory working condition, including tests, measurements, adjustments, changes, modifications, enhancements or repairs, and updates. 2 ij I I ! ! I , I I . I • MiamI-Dade County, FL .* l EPPRFP-00485 17. The word "MDPD" shall mean the Miami-Dade Police Department. 1 B. The words 'project Manager'to mean the County Mayor or the duly authorized representative designated 10 manage Ihe Projeot. 19. The word "Releases" shall mean those versions of the Licensed Software whloh add functionality to the Licensed Software, including any Updates and Upgrades provided under this Agreement 20. The words "Scope of Services" to mean the document appended hereto as Appendix A, which details the work to be performed by the Contractor. 21. The word "Simulator' or 'System" shall mean the Law Enforcement Specialized Training Simulator, associated Software, and any third party. software that the Contractor will make accessible to the County and Third Party Users Ihrough the Internet, as welt as an on-site installation of the Simulator, all as described In this Agreement and the attachments hereto. 22. The word "Software" means machine-readable instructions and data (and copies thereon, and related updates and upgrades, licensed materials, user documentation, user manuals, and operating procedures. 23. The word "subcontractor" or "subconsultant" to mean any person, entity, firm or corporation, other than the employees of the Contractor, who furnishes labor and/or materials, in connection with the Work, whether directly or Indirectly, on behalf and/or under the direction of the Contractor and whether or not in privity of Contract with the Conlractor. 24. The word "Third Party Users" shall mean those Individuals or entities authorll:ed by the County to perform services, access the SimUlator, review Information, and make inquiries. 25. The word ''Updates'' shall mean periodic releases of the Licensed Software that may contain fixes or Incremental enhancements to the Licensed Software and are Included in Maintenance. 26. The word "Upgrades" shall mean periodiC releases of the Licensed Software thet contain significant enhancements that may include changes necessary to accommodate changes In the hardware platform, database platform, operating system or major changes In capability and lunctlonallty. 27. The words 'Work", "Services" "Program", or "ProJeot" to mean all matters and things required to be done by the Contractor in accordance with the provisions of this Contract. ARTICLE 2. ORDER OF PRECEDENCE If there Is a conflict between or among the provisions oflhls Agreement, the order of precedence Is as follOWS: 1) these terms and conditions, 2) the Scope of Services (Appendix A), 3) the Payment Schedule (Appendix B), 4) the Miami- Dade County's RFP No. EPPRFP-00485 and any assoolated addenda and attachments thereof, and 5) the Proposers' Proposal. ARTICLE 3. RULES OF INTERPRETATION a) References to a specified Article, section or schedule shall be construed as reference 10 that specified Article, 3 I ~ i I i i ! I § I i " I I t i Miami-Dade County, FL I EPPRFP-00485 or section of, or schedule to this Agreement unless otherwise indloated, b) Referenoe to any agreement 01 other Instrument shall be deemed to include such agreement or other Instrument as such agreement or other instrument may, from time to lime, be modified, amended, supplemented, or restated in accordance with Its terms. c) The terms "hereof', "herein", "hereinafter', 'hereby", "herewith', "hereto", and "hereunder" shall be deemed to refer to this Agreement. d) The titles, headings, captions and arrangements used in these Terms and Conditions are for convenience only and shall not be deemed to limit, amplify or modify the terms of this Contract, nor affect the meaning thereof. ARTICLE 4. NATURE OF THE AGREEMENT a) This Agreement incorporates and Includes all prior negotiations, correspondence. conversations, agreements, and understandings applicable to the matters contained in Ihls Agreement. The parties agree that there aTe no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this Agreement, and that this Agreement oontains the entire agreement between the parties as to all matters contained herein. Accordingly, it Is agreed that no devlalion from the lerms hereof shall be predicated upon any prior representations or agreements, whether oral or wrltten. It Is further agreed that any oral representations or modlfioatlons concerning this Agreement shall be of no force or effect, and that this Agreement may be modified, altered or amended only by a written amendment duly executed by both parties hereto or their authorized representalives. b) The Contractor shall provide the services set forth in the Scope of Services, and render full and prompt cooperation with the County in all aspects of the Services performed hereunder. c) The Contractor acknowledges that this Agreement requires the performance of all things necessary for or Incidental to the. effective and complete performance of all Work and Services under this Contract. All things not expressly mentioned In this Agreement but necessary to carrying out Its Intent are required by this Agreement, and the Conlraotor shall per/arm the same as though they were speolfioally mentioned. described and delineated. d) The Contractor shall furnish all labor, materials, tools, supplies, and other items required to perfonm the Work and Services that are necessary for the completion of this Contract All Work and ServIces shall be accomplished at the dlreotion of and to the satisfaction of the County's Project Manager. e) The Contractor aoknowledges Ihat the County shall be responsible for making all policy decisions regarding the Scope of Servioes. The Contractor agrees to provide input on policy issues in the form of recommendations. The Contractor agrees to Implement any and all changes In providing Services hereunder as a result of a policy change Implemented by the County. The Contraotor agrees to aot in an expeditious and fiscally sound manner in providing the County wilh input regarding the time and cost to implement said changes and In executing the activities required to Implement said changes. ARTICLE 5. CONTRACTTERM 5.1 The Agreement shall become effective on the date that is it is signed by the County or the Contractor, Whichever Is later and shall be for the duration of three (3) yea~s). The County, at its sole discretion, reserves the rlghtto exercise the option to renew this Agreement for two (2) additional one (1) year periods. 4 Mlsml-Dsde County, PL I EPPRPP-00485 5.2 Extension. The County also reserves the rightto exercise its option to extend this Agreement for up to one hundred· eighty (180) calendar days beyond the current Agreement period or beyond any of the renewals. The County will notify the Contractor In writing of the extension. This Agreement may be further extended beyond the Initial one hundred- eighty (180) calendar day extension period by mutual agreement between the Counly and the Contractor, upon approval by the Board of County Commissioners. ARTICLE 6. GRANT OF LICENSE 6.1 License. Contractor agrees to provide the County with licensed Software and Documentation In aocordance with the provisions contained wllhln this Agreement. 6.2 Contractor grants the County a limited, perpetual, non-transferabla, non-exclusive license III use the licensed Software and Documentation in accordance with the terms of this Agreement. Such license shall not be oonstrued to be any license to source code for any of the Software ARTICLE 7. NOTICE REQUIREMENTS All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficiently served if delivered by Registered or Certified Mall, with return receipt requested; or delivered personally; or delivered via fax or e-mail (If provided below) and lollowed with delivery of hard copy; and in any case addressed as follows: (1) To the County a) to the Project Manager: and, Miami-Dade Police Department 9601 N.w. 58 th Street Doral, FL 33172 Attention: Lieutenant Alvaro Ortiz Phone: (305) 715·5010 E-mail: arotrtiz@mdpd.oom b) to the Contract Manager. Miami-Dade County Internal Services Department Procurement Management Division 111 N.W.1'tStree~ Suite 1375 Miami, FL 33128·1974 Attention: Phone: Santiago A. Pastoriza (305) 375-1084 Fax: E-mail: (305) 375·5688 spastor@mlamldade.gov (2) To the Contractor Attention: Rick Guilbault Phone: 303-414·3555 Fax: 303·414·3556 E-mail: rick@titraining.com 5 Miami-Dade County, FL I EPPRFP-00485 Either party may at any time designate a different address and/or contact person by giving notice as provided above to the other party. Such notices shall be deemed given upon receipt by the addressee. ARTICLE 8. DELIVERY 8.1 Delivery of the Simulator shall be according to Appendix A 'Scope of Services" and contingent upon final acceptance by the County. 8.2 Documentation. The Contractor shall provide electronic copies of the associated Simulator Documentation as provided by the developer of the Simulator to the County upon flnat Simulator acceptance. ARTICLE 9. SUPPORT AND MAINTENANCE SERVICES a) Contractor shall provide the County with technical support and maintenance services in the manner outlined In Appendix A, "Scope of Services" for the Simulator throughout the term of this Agreement, including any op~ons or extensions exercised by the County. b) Software updates are inclUded at no cost to the County for the life of the System. c) The software delivered with the Products includes both the Contractor and third-party software. d) The County acknowledges that the Contractor Is not responsible for any third-party software other than providing a work-around for failure of the Products or the Contractor's software resulting from third-party software, e) Loading of any software other than (I) scenarios generated by the County using the Contractor's authoring tools, and (ii) software supplied by the Contractor with or for the Products must be approved by the Contractor. n LOADING ANY SOFTWARE WITHOUT THE WRITIEN PRIOR APPROVAL OF THE CONTRACTOR WILL RESULT IN AN IMMEDIATE TERMINATION OF THE LIMITED WARRANTY, AND ALL CONSEQUENCES INCLUDING ALL REPAIR AND REPLACEMENT COSTS SHALL BE BORNE BY THE COUNTY. g) In order to facilitate efficient software support, the County shall provide a direct telephone line access to the SimUlator which Is capable of transferring data using high speed modems with dial-In capability. The County acknowledges that without the availability of such telephone line, the Contractor cannot guaranty any time frame for software support, and a fault may involve the sending back the oomputerto the Contractor for repair at the County's cost. h) The Contractor may from time to time provide software updates whloh are limited to same product enhancement and fault repairs. Releases of new software products will be available for separate purchase. at an upgrade price to be established at the time of the release. I) Corrections of any software fault in the Contractor's Products may require an operating system upgrade to the current revision level by the County. Upgrades to the operating system software should only be performed when direoted in writing by the Contractor. 6 ! I , I I I I ; ~ ! I 1 I I II ! I I i I ! ! , I ! I , Miami·Dade County, FL I EPPRFp·00485 ARTICLE 10. PROTECTION OF SOFTWARE 10.1 No Reverse Engineering. The County agrees not to modify, reverse engineer, disassemble, or decompile the Software. or any portion thereof. 10.2 Ownership. County further acknowledges that all caples of the Software in any form provided by the Contractor are the sale property of the Contractor. The County shall not have any right, title, or Interest to any suoh Software or copies thereof except as provided in this Agreement, and further shall secure and protect all Software and Documentation consistent with maintenance of Contractor's proprietary lights therein. ARTICLE 11. SOFTWARE MODIFICATIONS 11.1 Software Enhancements or Modifications. The County may, from time to time, request that the Contractor Incorporate certain features, enhanoements or modifioetlons Into the Software. When requested by the County, the Contractor shall provide the requested Simulator enhancements/modifications Including all relevant source code. Upon the County's request for such enhancements/modlficatlons the County shall prepare a Statement of Work ("SOW') for the specific Project that shall define in detail the Services to be performed. The Contractor shall submit a cost and/or temporary revenue sharing proposal Including all costs pertaining to furnishing the County with the enhancements/modifications. a) After the SOW has been accepted a detailed requirements and detailed design documentshall be submitted Illustrating the complete financial terms that govern the SOW, proposed Project staffing, anticipated Project schedule, and other Information relevant to the ProJeot. Each SOW executed hereunder shall automatically Incorporate the terms and oondltions of this Agreement. Such enhancements or modifloatlons shall become the property of the County. Notwithstanding the foregoing, performance of any such modifications shall not compromise the Contractor's warranty obligations. b) Following the County's acceptance of all enhancements/modification, the Contractor shall provide the County, If so requested wltil written confirmation of the date the enhancementslmodlfication was applied to the Software, and any and all Documentation relating to the Software and or enhancements/modifloatlon thereto. ARTICLE 12. INSTALLATION SERVICES a) If the Contractor fails to provide deliverabtes within the time specified or If the Simulator and/or Equipment delivered fails to conform to the requirements or are found to be defective In material or workmanship, then the County may rejecl the delivered Simulator and/or Equipment or may accept any item of Simulator and/or Equipment and reject the balance of the delivered Simulator and/or Equipment. The County shall notify Contractor of such rejection In writing and specify In such notice, the reasons for such rejection. Contractor agrees to deliver a fix or workaround replacement for the Simulator and/or Equipment for such items of rejected Simulator within fifteen (15) business days of Contractor's receipt of the County's reJeotion notice. b) The Contraotor shall bear the risk of loss or damage to delivered Simulalor andlor Equipment until the time the Project Manager certifies thaI the Simulator(s) has successfully ocmpleted the Simulator Acceptance test whether such loss or damage crises from acts or omIssions (whether negligent or not) of the contractor or the County or from any other cause Whatsoever, except loss or damage ariSing solely from the negligence or willful acts of the County. c) Contractor agrees to Install the Simulator at the County's facilities. Contractor agrees to commence Installation of the Simulator according to the Installation schedule unless a different time for Installation 15 otherwise mutually agreed upon by the parties hereto. All Installation seNlces will be perfomned during normal 7 I ! I I ~ ! I i i ! i , ! I i I d) MiamI-Dade County, FL I EPPRFP-00485 business hours. Whenever possible, however some services to be provided may be required outside of normal business hours to accommodate County operations. Work to be performed outside normal business hours will be mutually agreed by both parties. Contractor shall diligently pursue and complete such Installaflon services without Interruption and In accordance with the Installation Schedule, so that such Simulator is in good working order and ready for use by the dates set forth In the Schedule. Contractor agrees to do all !lings necessary for proper Installation of the Simulator and to perform Its Installation obligations hereunder in an orderly, skillful and expeditious manner, with sufficient labor and materials to ensure efficient and timely completion of such obligations. If applicable, Contractor shall coordinate with the Project Manager all work with all other Contractors and/or County personnel performing work to complete Simulator installation. The County shall be responsible for resolving all disputes relating to Site access between Contractor andlor County personnel. Contractor shall provide ali materials necessary to properly implement the Simulator. The County shall attempt to provide reasonable working and seoure storage space for the performance by Contractor of the Installation services described herein. e) Unless othelWise agreed to by the County, Contractor agrees as part of the Installation to perform all required services to successfully achieve all objectives set forth in the scope of work, Including, but not limited to, (a) Simulator conffgurellon; (b) Interface development; (0) software testing; (d) acceptance and user acceptance testing; (e) training; (n cooperating with all other Contractors supplying peripheral or ancillary equ\:lment that will interface with the Simulator; and (9) any additional services necessary to ensure Contractors compliance with this Article 12. Simulator testing shall consist of the tests described in the Scope of Services which are to be conducted collectively by the Contractor and the County. The purpose of these tests Is to demonstrate the complete operability of the Simulator in conformance with the requirements of the Contract. This wllltnciude an actUal demonstration of all required Simulator functionality. All tests shall be In accordance with test plans and procedures prepared by Contractor and previously approved by the County. In the event of any outstanding deficienCies at the conclusion of installation tesling, as determined by the County, Contrector shall be responsible for instituting necessary corrective measures, and for subsequently satisfactorily demonstrating and/or re"demonstrating Simulator performance. ARTICLE 13. TESTS The Contractor shall conffgure and program the Simulator to conform to the Scope of Services. The software and assccieted equipment will be subject to several tests, Including a Simulator Acceptance test as further defined in the Scope of Services, Installation Plan, and Acceptance Criteria to be developed and agreed by both parties. To assure Simulator performance, the County's Project manager will coordinate all testing of the Simulator and provide Final Acceptance upon completion of all milestones and deliverables as ouUlned In the Scope of Services. Failure of the Simulator to satisfy the acceptance Criteria and conform to the requirements set forth In the Scope of Services by the tlmeirames set forth in the Installation Timeline may result In the County withholding payment until satisfactory acceptance is granted to the Contractor. After Final Acceptance is granted, any modifications, fixes, enhancements, and/or new releases of the Simulator require separate testing periods and sign-off from the County Project Manager prior to migrating it Into the production software. The testing protocol shall be as follows: • Contracto~s Project Manager will provide written notice to the County Project Manager of modnicatlons, fixes, enhancements, and/or new releases of the software available for testing. 8 Miami-Dade County, FL I EPPRFP-00485 • The Contractors Project Managerwill coordinate all user acceptance testing dates, acceptancecrlteria, and training for the new functionality for the test group. • The County will be granted five (5) business days or other tlmeframe agreed to by both parties in writing to perform testing based on the outlined functionality being delivered to the County on the Acceptance Criteria sign off sheet. • The County's Project Manager will provide the Contractor with written notice of acceptance (sign-off) or rejection (with documented material nonconformltles In the functionality) within 5 business days, unless more time is needed, in Which case the County will notify the Contractor In writing accordingly. • Deficiencies found will be noted on the Acceptance Criteria sign off sheet and the Contractor will be provided an opportunity to correct the issues. The Contractor will be required to provide toe County with an updated timellne and work around (fix) within three (3) business days unless additional time is requested In writing and agreed by bolh parties. o Once the release Is accepted, the functionality will be moved into the production module. And updated documentation will be provided to the County. ARTICLE 14. WARRANTIES a) Ownership. The Contractor represents that It is the owner of the entire right, title, and Interest In and to Licensed Software, and that it has the sale right to grant licenses there under, and that it has not knowingly granted licenses there under to any other entity that would restrict rights granted hereunder except as stated herein. b) Software Warranty. Contractor represents and warrants to the County that the Licensed Software, when properly installed by the County, will perform substantially as described In Contractors then current Documentation for such software far the initial thirty-six (36) month term ofthisAgreementand any extensions thereof c) Hardware Warranty. a. Contractor represents and warrants to the County that the Simulator and associated hardware shall be free from defects in materials and workmanship and shall conform in all material respect to the specifications for a period of thlrty-.slx (36) months form the date of Acceptance, provided the Simulator and associated hardware in question has been stored and used in accordance with Contractors instructions and user manual, and has not been otherwise subjected to misuse or abuse. b. The Contractor does not warrant: (a) any product, components or parts not manufactured or assembled by the Contractor; (b) any prototype, pilot production, or customer products; (c) defects caused by failure to operate the products In a SUitable operating environment within the Product's rated capacity limits; (d) damage due to use of the Products for purposes or with equipment other than those for which It was designed, (e) damage caused by disasters and accidents suoh as but not limited to fire, fiood, wind, rain, lightning, negligence, over-temperature, over-voltage, misapplication of electrical power, and misapplication of live fire; m damage caused by unauthorized attachments, modification and repair to Product's software or hardware Including but not limited to the use of any software on the Products that has not been specifically approved by the Contractor In writing (excluding County edlted-.scenarlos), the insertion or removal of circuit or peripheral boards without express approval from the Contractor In writing, and the Insertion or removal of any 110 connectors when the Produot is powered without express approval from the Contractor;; (g) normal wear and tear or cosmetic damage to the product; (h) damage due to Improper maintenance; (I) any other 9 • ....""'"'± ..I EPPRF~~485 Miam/-Dede COIlIJty, FL abuse, misuse, neglect, mishandling, alteration, or faUlty Installation by ihe County; and 0) compatibility with other components or electrical devices, c, If the County discovers within the warranty period a failure of the Products to conform to specifications or a defect in material or workmanship, it must promptly notify the Contractor within seven (7) days of the discovery, Within a reasonable time after both notification and the timely return altha Products or defective parts associated therewith carriage paid to the Contractor, the Contractor will correct any defect In material or workmanship, with either new or used replacement parts provided the Contractor Is satisfied that ihelallure was due to a defect in workmanship or material and not because of any reason indicated in the preceding paragraph. Final determination of warranty eligibility shall be made by the Contractor and if a warranty claim Is considered Invalid for any reason, the County will be charged for services performed and expenses Incurred by the Contractor In repairing, handling and shipping the returned Products or part(s), d. The warranty period of any replacement or repaired Products or part(s) shall terminate concurrently with the termination of this Limited Warranty. e, Concerning parts or components of the Products not manufactured by the Contraclor, Ihe County shall have the benefit, Insofar as It may be transferred to the County, of any rights or warranties that the Contractor may have relative to the supplier of said parts or components, The Contractor's liability concerning said parts and components is limited to making the benefit of such rights and warranties available to the County as indicated, f. Usef-Ievel repairs conducted by or for the County that are not under the express direction of the Contractor whetherto hardware or software voids the Limited Warranty, g. The Contractor shall not be liable for any failure to perform its obligations hereunder that ars due to any circumstances beyond Its control, including, but not limited to, any Inability to obtain any necessary import or export licenses or any other licenses or consents of any govemmental or other authority, ARTICLE 15. FEES AND PAYMENT 15,1 Fees, The County shall pay the Fees or other considerations for the Simulator, and Documentation as set forth on Appendix B "Price Schedule" attached hereto, All amounts payable hereunder by the County shall be payable to the Contractor upon Invoice as defined in Appendix B, The County shall have no obligation to pay the Contractor or any additional sum In excess of this amount, except for a change and/or modification to the Agreement, which is approved and executed in writing by the County and the Contractor. All Services undertaken by the Contractor prior to the County's approval of this Agreement shall be done at the Contractor's risk and expense. 15,2 Travel, With respect to travel costs and travel related expenses, the Contractor agrees to adhere to CH. 112.061 of the Florida Statutes as they pertain to out-of-pocket expenses including employee lodging, transportation, per diem, and all miscellaneous cost-and fees. The County shall not be liable for any such expenses that have not been approved in advance, in writing, by the County, 15,3 Fixed Prlolng, Prices shall remain firm and fixed for the term of the Agreement, Including any option or extension periods; however, the Contractor may offer incentive discounts to the County at any time during the Agreement tenm, including any renewal or extension thereof, 15.4 Invoices, All invoices issued by the Contractor, shall be supported by receipt bills or other documents reasonably required by the County, Invoices shall show ihe County's Agreement number, and shall have a unique Invoice number assigned by the Contractor, It Is the polley of Miami-Dade County that payment for all purchases by County agencies 10 Miami-Dade County, FL I EPPRFp..()0485 and the Public Health Trust shall be made In a timely manner and that interest payments be made on late payments, All firms, Including Small Business Enterprises, providing goods and services to the County, shall receive payment to maintain sufficient cash flow, In accordance with Florida Statutes, Section 218.74 and SecTIon 2-8.1.4 of the Miami- Dade County Code, the time at which payment shall be due from the County or the Public Health Trust shall be forty- five (45) days from receipt of a proper Invoice. BIllings from prime Contractors under services and goods contracts with the County or Public Health Trust, that are Small Business Enterprise contract set-aside, bid preference oreontaln a subcontractor goal, shall be promptly reviewed and payment made by the County or Trust on those amounts not under dispute within fourteen (14) calendar days of receipt of such billing by the County or the Trust pursuant to Sections 2-8.1.1.1.1 and 2-8.1.1,1.2 of the Miami-Dade County Code, All payments due from the County orthe Public Health Trust, and not made within the lime specified by this section shall bear interest from thirty (30) days after the due date at the rate of one percent (1%) per month on the unpaid balance. Further, proceedings to resolve disputes for payment of obligations shall be concluded by final written decision of the County Mayor, or his or her deslgnee(s), not later than sixty (60) days after the date on which the proper Invoice was received by the County artha Public Health Trust. . In accordance with Mlam~Dade County Implementing Order 3-9, Accounts Receivable Adjustments, if money Is owed by the Contractor to the County, whether under this Contract or for any other purpose, the County reserves the right to retain such amount from payment due by County to the Contractor under this Contract. Such retained amount shall be applied to the amount owed by the Contractor to the County, The Contractor shall have no further claim to such retained amounts which shall be deemed full accord and satisfaction of the amount due by the County tothe Contractor for the applicable payment due herein Invoices and associated back-up documentation shall be submitted In duplicate by the Contractor to the County as follows: Miami Dade County Police Department Accounts Payable 9105 NW 25 lli S1. Room 3049 Doral FL, 33172 Email: Invoices@mdpd.com The County may at any time deSignate a different address and/or contact person by giving written notice to the other party, ARTICLE 16. INDEMNIFICATION AND INSURANCE Conlractorshallindemnify and hold harmless the County and its officers, employees, agents and Instrumentalities from any and all liability, losses or damages, Including attorneys' fees and costs of defense, which the County or its officers, employees, agents or Instrumentalities may Incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature ansing out of, relating to or resulting from the performance ofthis Agreement by the Contractor or its employees, agents, servants, partners principals or subcontractors. Contractor shall pay all claims and losses In connection therewith and shall investlgate and defend all claims, suits or actions of any kind or nature In the name of the County, where applicable, Including appellate proceedings, and shall pay all costs, Judgments, and attorney's fees which may Issue thereon, Contractor expressly understands and agrees that any Insurance protection required by this Agreement or otherwise provided by Contractor shall In no way limit the responsibility 10 indemnify, keep and save harmless and defend the County or its officers, employees, agents and instrumentalities as herein provided. 11 , I i I I , I I I ! u ! I I I I I I I i Miami-Dade County, FL I EPPRFP-004B6 The Contractor shall furnish to the Internal Services Department / Procurement Management Services, 111 NW 1s1 Street, Suite 1300, Miami, Florida 33128-1989, Certlfrcate(s) of Insurance which Indicate that insurance coverage has been obtained which meets the requirements as outlined below: A. Worker's Compensation Insurance for all employees of the Provider as required by Florida Statute 440, S, Commercial General Liability Insurance on a comprehensive basis In an amount not less than $300,000 combined single limit per occurrence for bodily Injury and property damage. Miami-Dade County must be shown as an additional tnsured with respect to this coverage. C. Automobile Liability Insurance covering all owned, non-owned and hired vehicles used In connection with the work, In an amount not less than $300,000 combined single limit per occurrence for bodily Injury and property damage. D. Professional Liability Insurance in the amount of $1 ,000,000 per claim. All insurance poliCies required above shall be Issued by companies authorized to do business under the laws of the State of Florida, with the following qualifications: The company must be rated no less than "A-" as to management, and no tess than "Class Vii" as to financial strength, by Best's Insurance Guide, published by AM. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the County Risk Management Division. or The company must hold a valid Florida Certificate of Authority as shown in the latest "List of All Insurance Companies Authorized or Approved to Do Business In Flo~da" Issuad by the State of Florida Department of Financial Services. CERTIFICATE HOLDER MUST READ: MIAMI·DADE COUNTY 111 NW 1'T STREET SUITE 2340 MIAMI, FL 33128 Compliance with the foregoing requirements shall not relieve the Contractor of this liability and obligation under this section or under any other section In this Agreement. Award of this Contract is contingent upon the receipt of the Insurance documents, as required, within ten (10) business days. If the insurance certificate is received within the specified timeframe but not in the manner prescribed in this Agreement, the Contractor shall have an additional five (5) business days to submit a corrected certificate \0 the County. If the Contractor fails to submit the required Insurance documents in the manner prescribed in this Agreement within fifteen (15) business days, the Contractor shall be in default of the contraotual terms and conditions and award of the Contract may be rescinded, unless such tlmeframe for submission has been extended by the County. The Contractor shall assure that the Certificates of Insurance required in conjunction with this Section remain in full force for the term of the Contract, Including any renewal or extension periods that may be exercised by the County. If the Certlflcate(s) of Insurance is scheduled to expire during the term of the Contract, the successful Siddershall submit new or renewed Certiftcate(s) of Insurance to the County a minimum often (10) calendar days before such expiration. In the event that expired Certificates of Insurance are not replaced or renewed to cover the Contract period, the County 12 ~ I I I I ! ! ! I ! I I ~ I i I I ! ! i ! I II i I ~ I 1 -I EPPRFP-00485 Miami-Dade County, FL may suspend the Contract until the new or renewed certlfioates are received by the County In the manner prescribed herein. If such suspension exceeds thirty (30) calendar days, the County may, at Its sole discretion, terminate the Contract for cause and the Contractor shall be responsible for all direct and indirect costs assoclalect wffh such termination. ARTICLE 17. MANNER OF P~RFORMANCE a) The Contractor shall provide the Services described herein In a competent and professional manner satisfactory to the County In accordance with the terms and conditions of this Agreement. The County shall be entltied to a satisfactory performance of all Services described herein and to full and prompt cooperation by the Contractor In all aspects of the Services. At the req uest of the County, the Contractor shall promptly remova from the project any Contractots employee, subContractor, or any other person performing Services hereunder. The Contractor agrees that such removal of any of Its employees does not require the termination or demotion of any employee by the Contractor. b) The Contractor agrees to defend, hold harmless and Indemnify !he County and shall be liable and responSible for any and all claims, suits, actions, damages and costs (Including attorney's fees and court costs) made against the County, occurring on account of, arising from or In connection with the removal and replacement of any Contractor's personnel performing services hereunder at the behest of the County. Removal and replacement of any Contractor's personnel as used In this Article shall not require the termination and or demotion of such Contractor's personnel. c) The Contractor agrees that at all times It will employ, maintain and assign to the performance oltha Services a sufficient number of competent and quafified professionals and other personnel to meet the requirements to which reference Is hereinafter made. The Contractor agrees to adjust Its personnel staffing levels or to replace any its personnel If so directed upoo reasonable request irom the County, should !he County make a determination, in its sole discretion that said personnel staffing Is Inappropriate or that any Individual is not performing In a manner consistent with the requirements for such a position. d) The Contractor warrants and represents that Its personnel have the proper skill, training, background, knowledge, experience, rights, authorizations, integrity, character and licenses as necessary to perform the Services described herein, In a competent and professional manner. e) The Contractor shall at all times cooperate with the County and coordinate its respective work efforts to most effectively and efficiently maintain the progress In performing the SelVlces, The Contractor shall comply with all provisions of all federal, state and local laws, statutes, ordinances, and regulations that are applicable to the performance of this Agreement. ARTICLE 18. EMPLOYEES OF THE CONTRACTOR All employees of the Contractor shall be considered to be, at all times, employees of the contractor under its sole direction and not employees or agents of the County. The Contractor shall supply competent employees. Miami-Dade County may require the Contractor to remove an employee It deems careless, incompetent, insubordinate or otherwise objectionable and whose continued employment on County property is not in the best interest of the County. Each employee shall have and wear proper identification. ARTICLE 19. INDEPENDENT CONTRACTOR RELATiONSHIP The Contractor Is, and shall be, In the perfonnance of all work services and activities under this Agreement, an Independent Contractor, and not an employee, agent or servant olthe County. All persons engaged In any of the work or services perfonned pursuant to this Agreement shall at all times, and in ali places, be subJecl to the Contracto~s sole direction, supervision and control. The Contractor shall exerciss control over the means and manner In which it 13 . I I r Ii I I I I I I I I, I Miami·Dade County, FL I EPPRFp·00485 and its employ88~ perform the work, and in all respects the Contractor's relationship and the relationship of its employees to the County shall be that of an Independent Contractor and not as employees and agents of the County, The Contractor does not have the power or authority to bind the County in any promise, agreement or representation other than specifically provided for In this Agreement. ARTICLE 20. AUTHORtTY OF THE COUNTY'S PROJECT MANAGER a) b) c) d) The Contractor hereby acknowledges that the County's Project Manager wIll determine In the ftrst Instance all questions of any nature whatsoever arising out of, under, or in connecIJon with, or in any way related to oron account of, this Agreement including williout limnations; questions as to the value, acceptability and fitness of the Services; questions as to either party's fuffiliment of lis obligations under the Contract; negligence, fraud or misrepresentation before or subsequent to acceptance of the Contractor's Proposal; questions as to the interpretation of the Scope of Services; and claims for damages, compensation and losses. The Contractor shall be bound by all determinations or orders and shall promptly comply with every order of the Project Manager, Including the withdrawal or modification of any previous order and regardless of whether the Contractor agrees with the Project Managers determination or order. Where orders are given orally, they will be Issued In writing by the Project Manager as soon thereafter as Is practicable, The Contractor must, in the final instance, seek to resolve every difference conceming the Agreement with the Project Manager. In the event that the Cohtractor and the Project Manager are unable to resolve their difference, the Contractor may Initiate a dispute In acoordance with the procedures set forth in this Arlicle, Exhaustion ofthese procedures shall be a condition precedent b any lawsuit permitted hereunder, In the event of such dispute, the parties to this Agreement aulhortze the County Mayor or designee, who may not be the Project Manager or anyone associated with this Project, acting personally, to decide all questions arising out of, under, or in connection with, or in any way related to or on account of the Agreement (Including but not limited to claims In the nature of breach of contract, fraud or misrepresentation arising either before or subsequent to execution hereof) and the decision of eaoh with respect to maUers within the County Mayors purview as setforth above shall be conclusive, final and binding on parties. Any such dispute shan be brought, if at all, before the County Mayor within 10 days of the occurrence, event or act out ot which the dispute arises. e) The County Mayor may base this decision on such aSSistance as may be desirable, including advice of experts, but in any event shall base the decision on an Independent and objective determination of whether Contractor's performance or any Deliverable meets the requirements oHhis Agreement and any specifications with respect thereto set forth herein, The affect of any decision shall not be impaired or waived by any negotiations or settlements or offers made In connection with the dispute, whether or no! the County Mayor participated therein, or by any prior decision of others, which prior decision shall be deemed subject to review, or by any termination or canoellation of the Agreement. All such disputes shall be submitted In writing by the Contractor to the County Mayor for a deoision, together with all evidence and other pertinent Information In regard to such questions, In order that a fair and Impartial decision may be made. Whenever the County Mayor Is entitled to exercise discretion or judgement or to make a determination or form an opinion pursuant to the provisions of this Article, such action shall be fair and impartial when exercised or taken, The County Mayor, as appropriate, shall render a decision in writing and deliver a copy of the same to the Contractor, Except as such remedies may be limifBd or waived elsewhere in the Agreement, Contractor reserves the rtght to pursue any remedies available under law after exhausting the provisions of this Article. ARTICLE 21. MUTUAL OBLIGATIONS a) This Agreement, including attachments and appendices 10 the Agreement, shall constitute the entire Agreement between the parties with respect hereto and supersedes all previous communications and 14 I ! I I I i I I I I i I ! ! ~ ~ I I I i ! ! I ! 1 I Miami-Dade County, FL I EPPRFP-00485 representations or agreements, whether written or oral, with respect to the subject matlsr hereto unless acknowledged In writing by the duly authorized representatives of both parties. b) Nothing In this Agreement shall be construed for the benefft, Intended or otherwise, of any third party that Is not a parent or subsidiary of a party or otherwtse related (by virtue of ownership control or statutory control) to a party. c) In those situations where this Agreementimposes an Indemnity obligation on the Contractor, the County may, at its expense, elect to pariicipate In the defense if the County should so choose, Furthermore, the County may at its own expense defend or settle any such claims lithe Contractor falls to diligently defend such claims, and thereafter seek indemnity for costs from the Contractor. ARTICLE 22. QUALITY ASSURANCE/QUALITY ASSURANCE RECORD KEEPING The Contractor shall maintain, and shall require that its subcontractors' and suppliers maintain, complete and accurate records to SUbstantiate compliance with the requirements set forth In the Scope of Services. The Contractor and Its subcontractors' and suppliers, shall retain such records, and all other documents relevant to the Services furnished under this Agreement for a period of three (3) years from the expiration date of this Agreement and any extenSion thereof. ARTICLE 23. AUDITS The County, or its duly authorized representatives or governmental agencies, shall until the expiration of thrse (3) years after the expiration of this Agreement and any extension thereof, have access to and the right to examine and reproduce any afthe Contractofs books, documents, papers and records and oflts subcontractors' and suppliers which apply to all matlers of the County. Such records shall subsequently conform to Generally Accepted Accounting Principles requirements, as applicable, and shall only address those transactions related to this Agreement. Pursuant to County Ordinance No. 03·2, the Contractor will grant access to the Commission Auditor to all financial and performance related records, property, and equipment purchased In whole or in part with government funds, The Contractor agrees to maintain an accounting solution that provides accounting records that are supported with adequate documentation, and adequate procedures for determining the allowability and allocability of costs. ARTICLE 24. SUBSTITUTION OF PERSONNEL In the eventthe Contractor wishes to substitute personnel for the key personnel identified by the Contractor's Proposal, the Contractor must notify the County in writing and request written approval for the SUbstitution at least ten (10) business days prior to effecting such substitution. ARTICLE 25. CONSENT OF THE COUNTY REQUIRED FOR ASSIGNMENT The Contractor shall not assign, transfer, conveyor otherwise dispose of this Agreement, Including fis rights, title or Interest In or to the same or any part thereof without the prior written consent of the County. ARTICLE 26. SUBCONTRACTUAL RELATIONS aJ If the Contractor will cause any part of this Agreement to be performed by a Subcontractor, the prOVisions of this Contract will apply to such Subcontractor and Its officers, agents and employees In all respects as If It and they were employees of the Contractor; ,and the Contractor will not be In any manner thereby discharged from Its obligations and liabilities hereunder, but will be liable hereunder for all acts and negligence of the SubContractor, its officers, agents, and employees, as if they were employees of the Contractor. The services performed by the SubContractor will be subject to the provisions hereof as if performed directly by the Contractor. 15 I I ! I ! I I I I I ~ ~ I " I I I Miami.Dade County, FL I EPPRFP·00485 b) The Contractor, before making any subcontract for any portion of the services, will state In writing to the County the name of the proposed Subcontractor, the portIon of the Services which the SubContractor is to do, the place of business of such SubContractor, and such other Information as the County may require. The County will have the right to require the Contractor not to award any subcontract to a person, firm or corporation disapproved by the County. c) Before entering into any subcontract hereunder, the Contractor will Inform the SubContraotor fully and completely of ali provisions and requirements of this Agreement relating either directly or indirectly to the Services to be performed. Such Services performed by such SubContractor will strictly comply with the requirements of this Contract. d) In order to qualify as a SubContractorsatlsfactOlY to the County, io addition to the other requirements herein provided, the SubContractor must be prepared to prove to the satisfaction of the County that it has the necessary facilities, skill and experience, and ample financial resources to perform the Services in a satisfactory manner. To be considered skilled and experienced, the SubContractor must show to the satlsfaotion of the County that It has satisfactorily performed services of the same general type which Is required to be performed under this Agreement. e) The County shall have the right to withdraw its consent to a suboontract If it appears to the County that the subcontract will delay, prevent, or otherwise impair the performance of the Contractor's obligations under this Agreement. All SubContractors are required to protect the confidentiality of the County's and County's proprietary and confidential information. Contraotor shall fumlsh to the County copies of all subcontracts between Contractor and SubContractors and suppliers hereunder. Within each such subcontract, there shall be a clause for the benefit of the County in the event the County finds the Contractor in breach of this Contraot, permitting the County to request oompletion by the SubContractor of Its peJiormance obligations under the SUbcontract. The clause shall include an option for the County to pay the SubContractor directly for the peJiormance by such SubContractor. Notwithstanding, the foregOing shall neither convey nor imply any obligation or liability on the part olthe County to any subContraotor hereunder as more fully desOlibed herein. ARTICLE 27. ASSUMPTION, PARAMETERS, PROJECTIONS, ESTIMATES AND EXPLANATIONS The Contraotor understands and agrees that any assumptions, parameters, projections, estimates and explanations presented by the County were provided to the Contractor for evaluation purposes only. However, since these assumptions, parameters, projections, estimates and explanations represent predictions of future events the County makes no representations or guarantees; and the County shall not be responsible for the accuracy of the assumptions presented; and the County shall not be responsible for conclusions to be drawn therefrom; and any assumptions, parameters, projections, estimates and explanations shall not form the basis of any olaim by the Contractor. The Contractor accepts all risk aSSOCiated with using this information. ARTICLE 28. SEVERABILITY If this Agreement contains any provision found to be unlawful, the same shall be deemed to be of no effect and shall be deemed stricken from this Agreement without affec~ng the binding force of this Agreement as it shall remain after omitting such prOVision. ARTICLE 29. TERMI~ATION AND SUSPENSION OF WORK a) The County may terminate this Agreement if an individual or corporation or other entity attempts to meet its contraotual obligation with the County through fraud, misrepresentation or material misstatement. b) The County may, as a further sanction, terminate or cancel any other contract(s) that suoh individual or 16 I I I I II I I I I I I , I I, I .' I! i I I I I ! ! i I I I Miami-Dade County. FL I EPPRFP-Q0485 corporation or other entity has with the County and that such individual, corporation or other entity shall be responsible for all direct and Indirect costs associated with such termination or cancellation, Including attorney's fees. c) The foregoing notwithstanding, any individual, corporation or other entity which attempts to meet its contractual obligations with the County through fraud, misrepresentation or material misstatement may be debarred from County contracting for up to five (5) years in accordance with the County debarment procedures. The Contractor may be subjectto debarment for failure to perform and all other reasons set forth In Section 10-38 of the County Code. d) e) In addition to cancellation or termination as otherwise provided In this Agreement, the County may at any time, in its sole discretion, with or without cause, terminate this Agreement by written notice to the Contractor. In the event that the County exercises its right to terminate this Agreement, the Contractor shall, upon necelpt of such notice, unless otherwise directed by the County: i. stop work on the date speclfled In the notice ("the Effective Termination Dare"); II. take such action as may be necessary for the protection and preservation of the County's materials and property; iii. cancel orders; Iv. 'assign to the County and deliver to any location designated by the County any non-cancelable orders for Deliverables that are not capable of use except in the performance of this Agneement and has been specifically developed for the sale purpose of this Agreement and not incorporated In the Servioes; v. take no action which will Increase the amounts payable by the County under this Agreement; and In the event that the County exercises its right to terminate this Agreement, the Contractor will be com pensated as stated in the payment Articles herein for the: i. portion of the Services completed in accordance with the Agreement up to the Effective Termination Date; and ii. non-cancelable Dellverables that are not capable of use except in the performance of this Agreement and has been specifically developed fortha sole purpose ofthis Agreement, but not Incorporated in the Services. g) All compensation pursuant to this Article are subject to audit. ARTICLE 30, EVENT OF DEFAULT a) An Event of Default shall mean a breach of this Agreement by the Contraotor, Without limiting the generality of the fonegoing, and in addition to those instances referred to herein as a breach, an Event of Default shall include the following: . i. the Contractor has not delivered Detiverables on a timely basis; II. the Contraotor has refused or failed to supply enough properly skilled staff personnel; ill. the Contractor has failed to make prompt payment to subcontractors or suppliers for any Services; 17 I I l I I I ~ ! 1 I ! I I il I l II " ,I l i I , ! ! I I I I ! Miami-Dade County, FL I EPPRPP.00485 iv. the Contractor has become Insolvent (other than as interdicted by the bankruptoy laws), or has assigned the proceeds received forths bensfitofthe Contractor's creditors, orthe Contractor has taken advantage of any Insolvency statute or debtor/creditor law or If the Contractor's affairs have been put In the hands of a receiver; v. the Contraotor has failed to obtain the approval of the County where required by this Agreement; vi. the Contractor has failed to provide "adequate assurances" as required under subsection b below; vii. the Contractor has failed In the representation of any warranties stated herein. b) . When, in the opinion of the County, reasonable grounds for uncertainty exist with respect to the Contracto~s ability to perform the Services or any portion thereof, the County may request that the Contraotor, within the tlmeframe set forth in the County's request, provide adequate assurances to the County, In writing, of the Contractor's ability to perform In acoordance with the terms of this Agreement. Until the County receives such assurances, the County may request an adjustment to the compensation received by the Contractor for portions of the Services which the Contractor has not performed. In the eventlhat the Contractor fails to provide to the County the requested assurances within the prescribed timeframe, the County may: I. treat suoh failure as a repudiaijon of this Agreement; and ii. resort to any remedy for breach provided herein or at law, including but not limited to, laking over the performance of the Services or any part thereof either by Itself or through others. c) In the evenlthe County shall terminate this Agreement for default, the County or its designated representatives may immediately take possession of all applicable equipment, materials, products, documentation, reports and data. ARTICLE 31. NOTICE OF DEFAULT -OPPORTUNITY TO CURE If an Event of Default occurs In the determination of the County, the County may so notify the Contractor rDefault Notice"), specifying the basis for suoh default, and advising the Contractor that such default must be cured immediately or this Agreement with the County may be terminated. Notwithstanding, the County may, in its sole discretion, allow the Contractor to rectify the default to the County's reasonable satisfaction within a thirty (30) day period. The County may grant an additional period of such duration as the County shall deem appropriate without waiver of any of the County's rights hereunder, so long as the Contractor has commenced ouring suoh default and is effectuating a cure with diligence and continuity during such thirty (30) day perted or any other period which the County prescribes. The default notice shall specify the date the Contractor shall discontinue the Services upon the Termination Date. ARTICLE 32. REMEDIES IN THE EVENT OF DEFAULT If an Event of Default occurs, the Contractor shall be liable for all damages resulting from the default, including but not limited to: a) lost revenues; b) the difference between the cost associated with procuring Services hereunder and the amount actually expended by the County for re·procurement of Services, Including procurement and administrative costs; and c) such other direct damages. The Contractor shall also remain liable for any liabilities and claims related to the Contractor's defaull. The County 18 Miami-Dade Counly, FL I EPPRFP-00485 may also bring any suit or proceeding for specifiC performance or for an injullction, ARTICLE 33, PATENT AND COPYRIGHT INDEMNIFICATION a) b) cJ d) The Contractor shall not Inflinge on any copyrights, trademarks, service marks, Irade secrets, patent rights, other Intellectual property rights or any other third party proprietary rights In the performance of the Work, The Contraotor warrants that all Deliverables furnished hereunder, Including but not limHed to: eqUipment, programs, documentation, software, analyses, applications, methods, ways, processes, and the like, do not infringe upon or violate any oopyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third party proprietary rights, The Contractor shall be liable and responsible for any and all claims made against the County for Infringement of patents, copyrights, service marks, trade secrets or any other third party proprietary rights, by the use or supplying of any program~, documentation, software, analyses, applications, methods, ways, processes, and the like, in the course of performance orcompletion of, or In any way connected with, the Work, orthe County's continued use of the Deliverables furnished hereunder, Accordingly, the Contractor at Its own expense, including the payment of attorney's fees, shall indemnify, and hold harmless the County and defend any action brought against the County with respect to any claim, demand, cause of action, debt, or liability, In the event any Deliverable or anything provided to the County hereunder, or portion thereof Is held to constitute an Infringement and its use is or may be enJoined, the Contractor shall have the obligation to, at the County's option to (I) modify, or require that the applicable subcontractor or supplier modify, the alleged Infringing Item(s) at its own expense, without Impairing in any respect the functionality or performance 01 the item(s), or (II) procure for the County, at the Contractor's expense, the rights provided under this Agreement to use the Item(s), e) The Contractor shall be solely responsible for determining and Informll1lJ the County whether a prospective supplier or subcontractor is a party to any litigation involving patent or copyrtght Infringement, service mark, trademark, violation, or proprietary rights claims or is subject to any Injunction which may prohibit It from providing any Deliverable hereunder, The Contractor shall enter into agreements with all suppliers and subcontractors at the Contracto~s own risk, The County may reject any Deliverable that it betieves to be the subject of any such litigation or injunction, or If, in the County's judgment, use thereof would delay the Work or be unlawful, ARTICLE 34, CONFIDENTIALITY a) All Developed Works as defined In Article 36 and other materials, data, transactions of all forms, financial information, documentation, inventions, designs and methods obtained from the County In connection with the Services performed under this Agreement, made or developed by the Contractor or Its subcontractors In the course of the performance of such Services, or the results of such Services, or which the County holds the proprietary rights, constitute Confidential Information and may not, without the prior written consent of the County, be used by the Contractor or Its employees, agents, subcontractor or suppliers for any purpose other than for the benefit of the County, unless required by law, In addition to the foregoing, all County employee Information and County financial Infonmatlon shall be considered Confidentiallnformalion and shall be subject to all the requirements stated herein. Neither the Contractor nor its employees, agents, subcontractor or suppliers may sell, transfer, publish, disclose, display, license or otherwise make available to 0111ers any part of such Confidential Information without the prior written consent of the County, AddHionally, the Proposer expressly agrees to be bound by and to defend, Indemnify and hold harmless the County, and their officers and employees from the breach of any federal, state or local law in regard to the privacy of individuals. b) The Proposer shall advise each of its employees, agents, subcontractors and suppliers who may be exposed to such Confidential Information of their obligation to keep such infonmatlon confidential and shall promptly 19 I I I I I ~ " ~ Miami-Dade County, FL L EPPRFP-00485 advise the County In writing If It learns of any unauthorized use or disclosure of the Confidential Information by any of Its employees or agents, or subcontractors or supplle~s employees, present or former, In addition, the Contractor agrees to cooperate fully and provide any assistance necessary to ensure the conlldentlalily olthe Confidential I nformatlon, c) It Is understood and agreed that in the event of a breach of this Article damages may not be an adequate remedy and the County shall be entltled to Injunctlva relief to restrain any such breach or threatened breach. Unless otherwise requested by the County, upon the completion of the SelVlces perfonned hereunder, the Contractor shall Immediately turn over to the County all such Confidential Information existing In tangible form, and no copies thereof shall be retained by the Contractor or Its employees, agents, subcontractors orsuppllel1l without the prior written consent of the County, A certificate evidencing compliance with this provision and signed by an officer of the Contractor shall accompany such materials. ARTICLE 35, PROPRIETARY INFORMATION As a political subdivision of the State of Florida, Miami-Dade County Is subject to the stipulations of Florida's Public Records Law, The Contractor acknowledges that all computer software In the County's possession may constltute or contain Information or materials which the County has agreed to protect as proprietary information from disclosure or unauthorized use and may also constitute or contain Information or materials which the County has developed at Its own expense, the dlsolosure of which could harm the County's proprietary Interest therein, During the term of the contract, the Contractor will not use dlrecUy or Indirectly for Itself or for others, or publish or disclose to any third party, or remove from the County's property, any computer programs, data compilations, or other software which the County has developed, has used or Is using, Is holding for use, or which are otherwise In the possession of the County (hereinafter "Computer Software"). All third-party license agreements must also be honored by the Contractors and their employees, except as authorized by the County and, If the Computer Software has been leased or purchased by the County, all hired party license agreements must also be honored by the Contractors' employees with the approval olthe lessor or Contractol1l thereof. This Includes mainframe, minis, telecommunications, personal computers and any and all Information technology software. The Contractor will report to the County any Information dlscoverad or which Is disclosed to the Contractor which may relate to the Improper use, publication, disclosure or removal from the County's property of any Inlonnatlon teohnology software and hardware and will take such steps as are within the Contractor's authority to prevent improper use, disclosure or removal. ARTICLE 36, PROPRIETARY RIGHTS a) The Contractor hereby acknowledges and agrees that the County retains all rights, title and Interests In and to all materials, data, documentation and caples thereoffurnlshed by the County to the Contractor hereunder or furnished by the Contractor to the County and/or created by the Contractor for delivery to the county, even If unfinished or in process, as a result of the SelVlces the Contractor performs In connection with this Agreement, Including all copyright and other proprietary rights therein, which the Contractor as well as Its employees, agents, subcontractors and suppuers may use only In connection with the performance of Services under this Agreement. The Proposer shall not, without the prior written consent of tile County, use such documentation on any other project In which the Proposer or its employees, agents, subcontractors or suppliers are or may become engaged, Submission or distribution by the Proposer to meet official regulatory requirements orfor olher purposes In conneotion with the performance of SelVlces under this Agreement shall not be construed as publication In derogation of the County's copyrights or other proprietary rights, 20 I I ! I I I I i ~ ~ I I I I I I I i Miami-Dade County, FL I EPPRFP-00485 b) All rights, title and Interest In and to certain Inventions, ideas, designs and methods, specifications and other documentation related thereto developed by the Contractor and Its subcontractors specifically for the County, hereinafter referred to as "Developed Works" shall become the property of the County. 0) Accordingly, neither the Contractor nor its employees, agents, subcontractors or suppliers shall have any proprietary Interest In such Developed Works. The Developed Works may not be utilized, reproduced or distributed by or on behalf of the Contractor, or any employee, agent, subcontractors or supplier thereof, without the prior written consent of the County, except as required forthe Contractor's perfonnance hereunder. d) Except as othelWlse provided in subsections a, b, and c above, or elsewhere herein, the Contractor and its subcontractors and suppliers hereunder shall retain all proprietary rights In and to all Licensed Software provided hereunder, that have not been customized to satisfy the pertormance criteria set forth In the Scope of Services. Notwithstanding the foregoing, the Contractor hereby granta, and shall require that ~s subcontractors and suppliers grant, if the County SO desires, a perpetual, Irrevocable and unrestricted right and license to use, duplicate, disclose andlor permit any other person(s) or entlty(ies) to use all such Licensed Software and the associated speCifications, technical data and other Documentation for the operations of the County or entitles controlling, controlled by, under common control with, or affiliated with the County, or organizations Which may hereafter be formed by or become affiliated with the County. Such license speCifically includes, but Is not limited to, the right of the County to use andlor disclose, In whole or in part, the technical documentation and Licensed Software, Including source code provided hereunder, to any person or entity outside the COunty for such person's or entity's use In furnishing any andlor all of the Dellverables provided hereunder exclusively for the County or entities controlling, controlled by, under common control with, or affiliated with the County, or organizations which may hereafter be formed by or become affiliated with the County. No such License Software, specifications, data, documentation or related information shall be deemed to have been given in confidence and any statement or legend to the contrary shall be void and of no effect. ARTICLE 37. VENDOR REGISTRATION/CONFLICT OF INTEREST a) Vendor Registration. The Contractor shall be a registered vendor with the County -Internal Services Department, Procurement Management Division, for the duration of this A,greement. In becoming a Registered Vendor with Miami-Dade County, the Contractor confirms Its knowledge of and commitment to comply with the following: 1. Miaml·Dade County Ownership DIsclosure Affidavit (Seclion 2-8.1 of the County Code) 2. MIBml·Dade County Employment fJlsclosure Affldavlt (Section 2.B-j(d)(2) oflhe County Code) 3. Miami-Dade t:mployment Drug4ree Workplace Certilicatfon (Seollon 2-8.1.2(b) oflhe County Code) 4. Miami-Dade Disablllty and NondiscrImination Affidavit (Seotion 2-a 1.5 of the County Code) 6. MIEim/~Dade County Debarment DIsclosure Affidavit (S.otion 10.38 oflhe County Code) 6, Miami-Dade County Vendor ObUgation to County Affidavit 21 ($ecllon 2-8.1 oflhe County Code) 1. Mlam/~Dad6 County Code of Business Ethics Affidavit (Seotlon 2-8.1(0 end 2-11(b)(I) oflile County COOelhrough (6) end (9) oflhe County Code and SeoUon 2-11.1(0) of the County Code) 8. MJam/~D6de County Family Leave Affidavit (Artlole V of Chapter 11 of Ihe County Code) 9, Mlaml·Dade County Living Wage AffIdavIt (Section 2-8.9 of the County Code) 1tJ. MJaml~Dsd6 County Domestic Leave and Reporting Affidavit (Article 8, SecUon ItA-60 11A-67 oflhe County Code) I ,I ~ 'I ~ i 1 , I I i I I I ! ~ 1. I ~ i Miami-Dade County, FL 11. Subcontraotlng Practices (Orolnance 97-35) 12, Mlaml·Dada County ~.V.rlf)l Affidavit (Executive Order 11·116) 13. Subcontractor ISupplier Listing (Seobon 2-l1,8 of the County Code) 14. EnvIronmentally Acceptable Packaging (Resalutlon R·738·92) 15, W-9 and 8109 Fonns (ae required by the Internal Revenue service) 16, FT<lN Number or Social Security Number In order to establish a file, the Contractor's Federal Employer Identification Number' (FEIN) must be provided. If no FE:IN exists. the Social Sec1.Irity Number of the owner or Individual must be provided, This number becomes COlllractors "County Vendor Number". To comply with Section 119,071(5) of the Flonda Statute, relating to the collection of ah individual's Social SecurIty Number, be aware that the C01.lnty requests the SocIal Security Number for the following purposes: Identification of individual account records To make payments to lndMduallContractor for goods and servIces provided to Mlamf~Dade County Ta>!. reporting pllrposes To provlde a unique identifier In the vendor da.tabase that may be used for searohlng and sorting departmental records 17. Office of the Inspector General (Secllon 2·1076 of the County Code) 18. Small Susiness EnterprJ$es The County endeavors to obtain the participation of all small business enterprises pursuant to Sections 2M8,2, 2,. 8,2,3 and 2·8,2.4 of the County Code and Title 49 of tho Code of Federal Regulations. 19. Antitrust Ll'Jws By acceptance of any contract, the Contractor agrees to comply with allanU!rustlaw. of the United State. a"dthe Slate of Florida, ... I EPPRFP-00485 22 I I I V i i I I I I b) Conflict of I nierest/Code of Ethics Section 2-11.1(d) of Miami-Dade County Code requires Ihat any County employee or any member of the employee's Immediate family who has a controlling financial interest, direct or Indirect, with Miami-Dade County or any person or agency acting for Miami-Dade County, competing or applying for a contract, must first request a conflict of interest opinion from the County's Ethics Commission prior to their or their Immediate family membefs entering into any contract or transacting any business through a firm, corporation, partnership or business entity in which the employee or any member of the employee's Immediate family has a controlling financial interest. direct or Indirect, with Mlaml- Dade County or any person or agency aotlng for Miami-Dade County. Any such contract or business engagement entered In violation of this subsection, as amended, shall be rendered voidable. All autonomous personnel, quasl- judicial personn~l, advisory personnel, and employees wishing to do business with the County are hereby advised they must comply WITh the applioable provisions of Section 2-11.1 of the Miaml,Dade County Code relating to Conflict of Interest and Code of Ethics. In accordance with 2-11.1 (y), the Miami Dade County Commission on Ethics and Public Trust (Ethics Commission) shall be empowered to review, interpret, rander advisory opinions and lelters of Instruction and enforce the Conflict of Interest and Code of Ethics Ordinance. For additional information, please contact the Ethics Commission holline at (305) 579-2593. ARTICLES8. INSPECTOR GENERAL REVIEWS Independent Private Sector Inspector General Reviews Pursuant to Miami-Dade County Administrative Order 3-20, the County has the right to retain the selVices of an Independent Private Sector Inspector General (hereinafter "IPSIG"), whenever the County deems It appropriate to do so. Upon written notice from the County, the Contractor shall make available to the IPSIG retained by the County, all requested records and documentation pertaining to this Agreement for inspection and reproduction. The County shall be responsible for the payment of these IPSIG services, and under no circumstance shall the Contractor's prices and any changes thereto approved by the County, be inclusive of any charges relating to these IPSIG selVlces. The terms of this provision apply to the Contractor, Its officers, agents, employees, SUbcontractors and assignees. Nothing contained In this provision shall impair any independent right of the County to conduct an audit or investigate the operations, activities and performance of the Contractor In connection with this Agreement. The terms of this Artfcle shall not Impose any liability on the County by the Contractor or any third party. Mlaml·Dade Countvlnspector General Review According to Section 2-1076 of the Code of Miami-Dade County, Miami-Dade County has established the Office of the Inspector General which may, on a random basis, perform audits on all County contracts, throughout the duration of said contracts, except as othelWise provided below. The cost of the audit for this Contract shall be one quarter (1/4) of one (1) percent olthe total contract amount which cost shall be Included In the total contract amount. The audit cost will be deducted by the County from progress payments to the Contractor. The audit cost shall also be included In all change orders and all contract renewals and extensions. Exception: The above application of one quarter (1/4) of one percent fee assessment shall not apply to the following contracts: (a) IPSIG contracts; (b) contracts for legal selVices; (c) contracts fOrfinancial advisory services; (d) auditing contracts; (e) facility rentals and lease agreements; (fj concessions and other rental agreements; (g) insurance contracts; (h) revenue-generating contracts; (I) contracts where an IPSIG Is assigned at the time the contract Is approved by the Commission; 0) professional service agreements under $1 ,000; (k) management agreements; (I) small purchase orders as defined In Miami-Dade County Administrative Order 3-38; (m) federal, state and local government- funded grants; and (n) Interlocal agreements. Notwithstanding the foregoing, the Miami-Dade County Board of County Commissioners may aulhorlze the inclusion of the fee assessment of one quarter (114) of one percent In any exempled contract at the time of award, 23 I ~ , I ! I ! i 1 ! ! I ! l I I i " " , I I ! I i 1 I I ~ I Nothing contained above shall In any way limit the powers of the Inspector General to perform audits on all County oontracts Including, but notlimited to, those contracts speclfloally exempted above, The Miami-Dade County Inspector General is authorized and empowered to review past, present and proposed County and Public Health Trust contracts, transactions, accounts, records and programs, In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of records and monitor existing projects and programs, Monitoring of an existing project or program may Include a report conceming whether the project is on time, within budget and In conformance with plans, speolfications and applicable law, The Inspector General Is empowered to analyze the necessity of and reasonableness of proposed change orders to the Contract. The Inspector General is empowered to retain the services of Independent prtvate sector inspectors general (lPSIG) to audit, investigate, monitor, oversee, Inspect and review operations, activities, performance and procurement process, including but not limited to project design, speCifications, proposal submittals, activities of the Contractor, its officers, agents and employees, lobbyists, County staff and elected officials to ensure compliance with contract specifications and to detect fraud and corruption, Upon written notice to the Contractor from the Inspector General or IPSIG retained by the Inspector General, the Contractor shall make all requested records and documents available to the Inspector General or IPSIG for Inspection and copying, The Inspector General and IPSIG shall have the right to Inspect and copy all documents and records In the Contractor's possession, custody or control which, In the Inspector General's or IPSIG's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements form and which successful and unsuccessful subcontractors and suppliers, ali project- related correspondence, memoranda, Instructions, flnancial documents, construction documents, proposal and contract documents, back-charge documents, all documents and records which Involve cash, trade or volume discounts, Insurance proceeds, rebates, or dividends received, payroll and personnel records, and supporting documentation for the aforesaid documents and records, ARTICLE 39_ LOCAL, STATE, AND F~DE~AL COMPLIANCE REQUIREMENTS Contractor agrees to comply, subjectto applicable professional standards, with the provisions of any and all applicable Federal, State and the County orders, statutes, ordinances, rules and regulations which may pertain to the Services required under this Agreement, Including, but not limited to: a) Equal Employment Opportunity (EEO), in compliance with Executive Order 11246 as amended and applicable to this Contract, b) Miami-Dade County Flonda, Department of Small Business Development Participation Provisions, as applicable to this Contract. c) d) e) ij g) Environmental Protection Agency (EPA), as applicable to this Contract. Miami-Dade County Code, Chapter l1A, Article 3, All Contractors and subcontractors performing work in connection with this Contract shall provide equal opportunity for employment without regard to race, religion, color, age, sex, national origin, sexual preference, disability or marital status, The aforesatd provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment advertising; layoff or termination; rates of payor other forms of compensation; and seleotion for training, Including apprenticeship, The Contraotor agrees to post In a conspicuous place available for employees and applicants for employment, such notices as may be required by the Dade County Fair Housing and Employment Commission, or other authortty having Jurisdiction over the work setting forth the provisions of the nondiscrimination law,. "Conflicts of Interest" Section 2-11 of the County Code, and Ordinance 01-199, Miami-Dade County Code Section 10-38 "Debarment", Miami-Dade County Ordinance 99-5, oodlfied at llA-60 et. seq, of Miami-Dade Code pertaining to complying 24 , I I I ! I ! , " ~ i I i I 1, I ~ ~ I a I i i ! ! I ~ ! ! I h) with the County's Domestic Leave Ordinance, Miami-Dade County Ordinance 99-152, prohibiting the presentation, maintenance, or prosecution of false or fraudulent claims against Miami-Dade County, The Contractorshallhold all licenses and/orcerUficatlons, obtain and pay for all permits and/or inspections, and comply with all laws, ordinances, regulations and building code requirements applicable to the work required herein, Damages, penalties, and/or fines Imposed on the County or Contractor for failure to obtain and maintain required licenses, certifications, permits andror inspections shail be borne by the Contractor, The Project Manager shall verify the certlfication(s), IIcense(s), permit(s), etc, for the Contractor prior to authorizing work and as needed, Notwithstanding any other provision of this Agreement, Contractor shall not be required pursuant to this Agreement to take any aation or abstain from taking any action If such action or abstention would, in the good faith determination of the Contractor, constitute a violation of any law or regulation to which Contractor is subject, including but not limited to laws and regulations requiring that Contractor conduct its operations in a safe and sound manner, ARTICLE 40. NONDISCRIMINATION During the performance of this Contract, Contractor agrees to not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, national origin, sex, pregnancy, age, disability, marital status, familial status, sexual orientation, gender Identity or gender expression, status as victim of domestic vtolence, dating violence or stalking, or veteran status, and on housing related contracts the source of Income, and will take affirmative action to ensure that employees and applicants are afforded equal employment opportunities without discrimination, Such acllon shall be taken with reference to, but not limited to: recruitment, employment, termination, rates of payor other forms of compensation, and selection for training or retraining, Including apprenticeship and on the lob training, By entering Into this Contract, the Contractor attests that ills not In violation of the Americans with Disabilities Act of 1990 (and related Acts) or Miami-Dade County Resolution No. R-385-95, If the Contractor or any owner, subsidiary or other firm affiliated with or related to the Contractor Is found by the responsible enforcement agency or the County to be In violation of the Act or the Resolution, such violation shall render this Contract void, This Contract shall be void if the Contractor submITS a false affidavit pursuant to this Resolution or the Contractor violates the Act or the Resolution during the term of thIs Contract, even If the Contractor was not In violation at the time it submHted its affidavit. ARTICLE 41. CONFLICT OF INTEREST The Contractor represents that: a) No officer, director, employee, agent, or other consultan! of the County or a member of the Immediate family or household of the aforesaid has directly orlndirectly received or been promised any form of benefit, payment or compensation, whether tangible or intangible, in connection with the award of this Agreement. b) There are no undisclosed persons or entities Interested with the Contractor in this Agreement. This Agreement is entered into by the Contractor without any connection with any other entity or person making a proposal for the same purpose, and without oollusion, fraud or conflict of Interest. No elected or appointed officer or official, director, employee, agent or other consultant of the County, or of the State of Florida (including elected and appointed members of the legislative and executive branches of government), or a member of the immediate family or household of any of the aforesaid: i) is Interested on beha~ of or through the Contractor directly or Indirectly in any manner whatsoever in the execution or the performance of this Agreement, or In the services, supptles or work, to which this Agreement relates or in any portion of the revenues; or 25 I I I i I ! I ! ! I I I i ~ I I ! ! II i I I i c) d) e) ii) is an employee, agent, advisor, or consultant to the Contractor or to the best of the Contractor's knowledge any subcontractor or supplier to the Contractor. Neither the Contractor nor any officer, director, employee, agency, parent, subsidiary, or affiliate of the Contractor shall have an interest which is in conflict with the Contractor's faithful performance of Its obligation under this Agreement; provided that the County, in its soie discretion, may consent in writing to such a relationship, provided the Contractor provides the County with a written notice, in advance, which identifies all the Individuals and entities involved and sets forth in detail the nature of the relationship and why it Is In the County's best interest to consent to such relationship. The provisions of this Article are supplemental to, not in lieu of, all applicable laws wnh respect to conflict of Interest. In the event there is a difference between the standards applioable under this Agreement and those provided by statute, the stricter standard shall apply. In the event Contractor has no prior knowledge of a conflict of interest as set forth above and acquires Information whioh may Indioate that there may be an aotual or apparent violation of· any of the above, Contractor shall promptly bring such information to the attention of the County's Project Manager. Contraotor shall thereafter cooperate wtth the County's review and investigation of suoh information, and comply with the instructions Contractor receives from the Project Manager in regard to remedying the situation. ARTICLE 42. PRESS RELEASE OR OTHER PUBLIC COMMUNICATION Under no circumstances shall the Contractor without the express written consent of the County: a) Issue or permit to be Issued any press release, advertisement or literature of any kind whioh refers to the County, or the Work being performed hereunder, unless the Contractor first obtains the written approval of the County. Suoh approval may be withheld if for any reason the County believes that the publication of such Information would be harmful to the public interest or is In any way undesirable; and b) Communioate In any way with any Contractor, department, board, agency, commission or other organization or any person whether governmental or private in connection with the Services to be performed hereunder except upon prior written approval and instruotion of the County; and c) Except as may be required by law, the Contractor and its employees, agents, subcontractors and suppliers will not represent, directly or Indirectly, that any product or service provided by the Contractor or such parties has been approved or endorsed by the County. ARTICLE 43. BANKRUPTCY The County reserves the right to terminate this contract, if, during the term of any contraot the Contractor has with the County, the Contractor becomes Involved as a debtor In a bankrupfny proceeding, or becomes involved In a reorganization, dissolution, or liquidation proceeding, or if a trustee or receiver Is appointed over all or a substantlal portion of the property of the Contractor under federal bankruptcy law or any state insolvency law. ARTICLE 44. GOVERNING LAW This Contract, including appendices, and all matters relating to this Contract (whether In contract, statute, tort (suoh as negligence), or othenvise) shali be governed by, and construed in accordance with, the laws of the State of Florida. Venue shall be Miami-Dade County. 26 I I I ! ~ n M ~ I 1 I I Ii II ! I ~ I ff ff ! ! Ii i I' ~ I ! I I " I I ARTICLE 45. COUNTY USER ACCESS PROGRAM (UAPl a) User Access Fee Pursuant to Section 2-8.10 of the Miami-Dade County Code, this Contract Is subject to a user access fee under the County User Access Program (UAP) in the amount of two percent (2%). All sales resulting from this Contract, or any contract resulting from the solicitation referenced on the first page of this Contract, and the utilization of the County Contract price and the terms and conditions identified herein, are subject to the two percent (2%) UAP. This fee applies to all Contract usage whether by County Departments or by any other govemmental, quasl·governmental or not·for· profit entity. The Contractor providing goods or services under this Contract shall Invoice the Contract price and shall accept as payment thereof the Contraot price less the 2% UAP as full and complete payment for the goods and/or selVices specified on the invoioe. The county shall retain the 2% UAP for use by the County to help defray the cost of the procurement program. Contractor participation In this invoice reduction portion of the UAP is mandatory. b) Joint Purchase Only those entities that have been approved by the County for participation In the County's Joint Purchase and Entity Revenue Sharing Agreement are eligible to utilize or receive County Contract pricing and terms and conditions. The County will provide to approved entities a UAP Partioipant Validation Number. The Contractor must obtain the participation number from the entity prior to filling any order placed pursuant to this Section. Contractor participation in this Joint purchase portion of the UAP, however, is voluntary. The Proposer shall notify tile ordering entity, in writing, within three (3) business days of receipt of an order, of a decision to decline the order. For all ordering entllies located outside the geographical boundaries of Miaml·Dade County, the Proposer shall be entitled to ship goods on an "FOB Destination, Prepaid and Charged Back" basis. This allowance shall only be made when expressly authorized by a representative of the ordering entity prior to shipping the goods. The County shall have no liability to the Contractor for the cost of any purchase made by an ordering entity under the UAP and shall not be deemed to be a party thereto. All orders shall be placed directly by the ordering entity with the Contractor and shall be paid by the ordering entity lass the 2% UAP. cj Contractor Compliance If a Contractor fails to comply with this Article, that Contractor may be considered In default by the County in accordance with Article 30 of this Contraot. ARTICLE 46. SURVIVAL The parties acknowledge that any olthe obligations in this Agreement will survive the term, termination and cancellation hereof. Accordingly, the respective obligations of the Contractor and the County under this Agreement, which by nature would continue beyond the termination, cancellation or expiration thereof, shall sUlVlve termination, cancellation or explretlon hereof. ARTICLE 47. FORCE MAJEURE Except as otherwise expressly provided herein, neither party hereto shall be considered In default in the performanoe of its obligations hereunder to the extent that such performance is prevented or delayed by any cause, existing or future, which in not within the reasonable control of such party including, but not limited to, acts of God or the public enemy, flres, explosions, riots, strikes (not Including strikes of the Proposer's staff personnel), terrorism or war. 27 I i I I ft 5 I Notwithstanding the foregoing, the failures of any olthe Proposer's suppliers, subcontractor, ortha like shall not excuse the Proposer's performance except to the extent that such failures are due to any cause without the fault and reasonable control of such suppliers, subcontractors, or the like Including, but not limited to, acts of God or the public enemy, fires, explosions, riats, strikes (nat including strikes oltha Proposer's staff personnel), terrorism or war. ARTICLE 48. FIRST SOURCE HIRING REFERRAL PROGRAM Pursuant to Secllon 2.2113 of the Code of Miami-Dade County, for all contracts for goods and services, the Contractor, prior to hiring to fill each vacancy arising under a County contract shall (1) first notify the South Florida Workforce Investment Board ("SFWIB"), the designated Referral Agency, of the vacancy and list the vacancy with SFWIB according to the Code, and (2) make good faith efforts as determined by the County to fill a minimum of fifty percent (50%) of Its employment needs under the County contract through the SFWIB. If no suitable candidates can be employed after a Referral Period of three to five days, the Contractor is free to fill Its vacancies from other sources. Contractor will be required to provide quarterly reports to the SFWIB Indicating the name and number of employees hired in the previous quarter, or why referred candidates were rejected. Sanctions for non-compliance shall Include, but not be limited to: (i) suspension of contract until Contractor performs obligations, if appropriate; (ii) default and/or termination; and (Iii) payment of $1,500/employee, or the value of the wages that would have been earned given the noncompliance, whichever is less. Registration procedures and additional information regarding the FSHRP are available at httpsJllapps.southfiorldaworisfofce.comlfirstsource/. ARTICLE 49. PUBLIC RECORDS AND CONTRACTS FOR SERVICES PERFORMED ON BEHALF OF MIAMI·DADE COUNTY The Contractor shall comply with the Public Records Laws ofthe State of Florida, including by not limited to, (1) keeping and maintaining all public records that ordinarily and necessarily would be required by the County in order to perform the seNlee; (2) providing the public with aCCBSS to public records on the same terms and conditions that the County would provide the records and at a cost that does not exceed the cost provided In Chapter 119, F.S., or as otherwise provided by law; (3) ensuring that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and (4) meeting all requirements for retaining public records and transferring, at no cost, to the County all public records in possession of the Contractor upon termination altha contract and destroying any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements upon such transfer. In addition, all records stored electronically must be provided to the County in a format that is compatible with the information technology systems of the County, Failure to meet any of these provisions or to comply with Florida's Public Records Laws as applicable shall be a material breach of this Agreement and shall be enforced in accordance with the terms and conditions of the Agreement. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 375.5773, ISD·VSS@MIAMIDADE.GOV, 111 NW 1 STREET, SUITE 1300, MIAMI, FLORIDA 33128 28 I I i I I ~ I , I IN WITNESS WHEREOF, the parties have executed this Agreement effective as 01 the contract date herein set forth below, CONTRACTOR BY:r21~ Name: fi'tcK G, IIL4fl! It Y Title: It P {3UjIAlt:"'>S DfYr;'UII'1Ii",;'r- Date: 6 -;'~7-/7 Atte~/'-::;:~~' Corporate ecretary/Notary Public Corporate Seal/Notary Seal FREDJ HISS NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20164031254 MY COMMISSION ,eXPIRES 08116/2020 Date: -H-""-+-"""'::;;z.--= Attest: CiE~~~!§Li[=::::::'----- 29 MIAMI·DADE! COUNTY. FLORIDA E!PPRFP00485 APPENDIX A SCOPE OF SERVICES 30 MIAMI·DADE COUNTY, FLORIDA EPPRFP00485 1.0 Background Annually, the Miami-Dade Public Safety Training Institute (MDPSTI) trains approximately 2,600 sworn MDPD law enforcement officers, hundreds of basic training recruits, as well as, sworn law enforcement officers from partner agencies. The MDPSTI staff continually looks for new InhOvations In the potice training to Improve the effectiveness of training of MDPD, along wnh its regional and federal partners. This training consists of firearms qualifications, defensive tactics, tactical training, critical incidents and a host of other training topics. A major component 01 the training that the MDPSTI provides is force-on-force training. In this training, officers are placed In tactical situations wh~re they must use sound Judgement and make split-second decisions on the level of force to be used, escalation, de·escalation and shoot or don't shoot decisions. This training has evolved and the MDPSTI would like the use of a Simulator to expand on these types of training In a safe environment. The TI Training Lab EX will give the Individual trainee the opportunity to address a variety of potential life threatening, simulated situations. This simulated environment along with live fire training will better prepare officers for real world situations that they may encounter in the performance of their duties. 2.0 Hardware As part of this implementation, the Contractor will provide MDPD with one (1) Training Lab EXTM_ The Simulator Includes: o Three (3) front projection HD projectors. o Projection screens that are capable of adjusting from a flat 3-panel configuration to a 180 degree 3- panel configuration. o Instructor station WITh 22" monITor and wireless keyboard and mouse for real time monitoring. o No stage or platform. The screens sit on the fioor and allow trainees limitless movement within the room. o Audio system. The system is preloaded with 62 sound effects that the instructor controls for audio stimulus. • The system is pre-loaded with 700+ scenarios that incorporate the use of pistols, rifies, shollluns, and less lethal weapons Including TASER CEWs, DC spray, batons, 12 gauge, 37mm and 40mm. o A standard Picture-in·a-Picture feature which records audio and color video of trainees as they Interact with the simulator. That video can then be played back and synchronized with the scenario during debrief so trainees can see exactly how they reacted to stimulus in the scenario. • The capability of training multiple trainees at the same time on any scenario or firing drill. Generally, up to six (6) trainees on any scenario and 12 trainees during courses of fire on the virtual range. • The capability for return fire. Options include an air canon that fires plastic projectiles at trainees. Also available Is a vest that flashes, beeps and vibrates ~ a trainee does not use cover effectively. o The capability for return fire. Options Include an air canon that fires plastic projectiles at trainees. o Scenario filming and editing software, . • Self-calibrating design (the system self-calibrates in any lighting condition. o Customizable reoord keeping and raport generation. • Advanced debrief utilizing any document, video, Image, PowerPoint, etc. 31 I I I ! I I ! ! i I ~ I ! I I I I I ! I I I I ! ! I 'I ! , II '. I I I I I MIAMI-DADE COUNTY. FLORIDA EPPRFP00485 3.0 Pre· Implementation Preparation 3.0.1 Kick-Off Meeting Contractor and the MDPD shall participate in a Kick-off Meeting to accomplish the following tasks: • Review Scope • Review, update, and finalize project implementation plan, training plan, Test criteria, Final Acceptance criteria, communication plan, resource plan, and timeline. 4.0' MOPD's Responsibility During Implementation 5.0 MDPD Resources; e, MDPD will provIde the resources described In this Statement of Work to insure a successful implementation of the Simulator. b. MDPD will have all of the necessary and appropriate personnel at all althe meetings for the purpose of defining the requirements of the Implementation. c, MDPD will be responsible for making sure that the installation site Is clear and prepared for installation and that all equipment is in the Installation site. d. MDPD Pointo! Contact must be onsite or available by phone during the installation phase. e. MDPD will be responsible for preparing the training facilities. The training facilities should Include hardware comparable to laptops and/or computers that MDPD staff will use for access to the VMS. f. MDPD will make appropriate technical resources available to the Contractor. g. The Contractor will need assistance from MDPD to coordinate training and roll-out schedules, communications with field personnel and setting up training sites. h. MDPD will have on-site 1.1. Support staff at all times during Implementation, i. MDPD will provide a secure stable power and Local Area Network (LAN) connection to the Simulator. Delivery of Equipment and Accessories The Contractor will deliver the equipment and accessories required in conjunction with this Statement of Work to the address listed below: Miami-Dade Police Department AItn: Lieutenant Alvaro Ortiz 9601 NW 58'" Street Doral FL, 33172 32 i I I i I I I I ! ! ij I I R ! i I ! I I , I I ! ! i I I ! ~ I I I I 1 . ~ MIAMI·DADE COUNTY. FLORIDA EPPRFP00485 6.0 TimeJine for Complete Simulator Implementation The Contractor will provide delivery of all products within 75 days after contract execution. Once the prodUcts have been received by MOPO, the Contract will work with MOPO to schedule the installaflon of the SimUlator and Iralning a time convenient to the MOPO's schedule: The tlmellne of complete Simulator implementation Is as follows: Week 1: • Contractor's Project Manager will immediately contact MDPD to: o Identify the primary POC for MDPD a Identify the training POC for MDPD a Obtain shipping address o Verify Scope of the project a Discuss the procedure for any changes in Scope to avoid delays. • Conlractor's Project Manager submits orders for all hardware and software. Week 2: • Contractor's Project Manager confirms all order are In the process of being filled. Week 3: • Contractor's Project Manager meets with: Week 4: a The Contractors Vice President of Operations to ensure the build out of the Simulator is on sohedule. a The Contractors Armorer to discuss the types, numbers, and configurations of all weapons for the Simulator so the Armorer Is prepared to test all weapons and lasers when they are completed, as well as the software that will be loaded onto the Simulator to ensure it is all tested as well. a The Contractor's Technical Support Manager to ensure all the proper software Is laoded onto the Simulator and to discuss any special needs for MDPD. • Contractor's training coordinator will contact designated MDPO POC to schedUle installation and training. Week 5: • Contractor's Project Manager verifies that everything is on schedule and makes any necessary adjustments In collaboration with MDPO. 33 ! i ! I I I MIAMI·DADE COUNTY. FLORIDA EPPRFP00485 Week 6: • All Simulator components, Including hardware and software are thoroughly tested p~or to shipping. Week 7: • Contractor's Project Manager verifies that all equipment has been delivered and Is at the Installation site, Two (2) Installers will travel to training site and Install and test the system. Week 8: • Based on MDPD's schedule, two (2) two·day train·the trainer courses are held consecutively for up to 20 MDPD Instructors. 7.0 Acceptance Testing The Contractors PoC will provide the MDPD PoC with access to a test version of Simulator in order for the MDPD to conduct Acceptance Testing to ensure it is configured to meet the requirements set forth in this Statement of Work. Following a succ8ssful Acceptance Test, the MDPD will provide written sign-off to constitute Final System Acceptance. The escalation process outlined in Section g,O shall apply during Acceptance Testing. 8.0 Training B.D. 1 On-Sile Training The Contractorwfll provide MDPD staff with two onsile two (2) day (16 hour) TI Training Lab Master Instructor Courses for up to twenty (20) MDPD instructors (up to 10 Instructors in each course). The training course summary can be found below: Descripilon: The purpose of this course of Instruction is to train selected students In the set-up, function, operation, and maintenance of the Training L.b, Training Lab -EX and Training Room interactive simulation systems, manufactured by TI Training Corp. These systems represent the most advanced training devices available. These systems utilize the latest advances video, laser, RF and programming technology to provide an intuitive, easy to maintain training tools. These tools are designed to aid in teaching Public Safety Personnel to effectively and safely pelform their duties. This course begins with classroom theory and progresses to "hands on", proficiency based exercises. We at TI Training corp recognize that even the most advanced technology is useless in the hands of someone who cannot effectively operate and maintain that technology, Therefore, this course Is focused on ensuring every person attending this course attains each of the goals listed below. Successful completion of this course will certify the student as a "Master" inslructor In simulation training and allow the student to certify "Instructor' level students within their agency, Additionally, semester hour credits from an accredited college will be awarded as well as an equivalent P.O.S. T. continuing education hours. This will allow the student to transfer credit to any University andlor submit to their local P.O.S.T. 34 ! ' I I ~ ! I I MIAMI·DADE COUNTY. FLORIDA EPPRFPD0485 organization to satisfy continuing educational requirements for maintenance of their Peace Officer certifications. Goals: • The system Operatornnstructorwill be able to effectively set up and operate these systems. • The system Oparator/lnstructor will have a thorough knowledge of the system's specifications. • The system Operator/lnstructor will be able to effectively apply the principals of simulation training to maximize stUdent learning potential, retention and peiformance. • The system Operator/lnstructor will be able to effectively integrate these systems with their agencies policies, requirements and overall curriculum. Course Sections: • Course Introduction o Instructor and Student Introductions o Course Overview o Certification Requirements • System Overview o System Demonstration o Components o Graphical User Interface (GUI) o Environmental Requirements • System Operation o Set up and Calibration . o Assigning Devices o Selecting Training MaterIal (Scenarios) o Playing, Branching, and Operation of Optional Features (EnviroSlm, Telemetry, etc.) o System Debriefing Functions o Report Generation/Documentation ofTraining Evolutions • Scenario Creation • Effective Simulation Training o ReqUirements o Briefing o Debriefing o Doc umenting • TroubleshootinglDiagnostics 35 ! I I I ~, I ~ ! " I ~ ! I I y I i ! i I I I i i MIAMI-DADE COUNTY, FLORIDA EPPRFP00485 8,0,2 Online Training In addition to on-site training, tutorial videos are available on the following subjects on the Simulator and online at www.titralning.com/support: • AR15 Recofl Kit Maintenance • Recoil Magazine Maintenance • Recoil Kit Installation • System Calibration • System Operation The simulator also contains: • Operato(s manual for the Simulator and all. accessories • A PowerPoint presentation on Effective Simulation Training 8,0,3 Master Instructor Courses In addition to the training resources mentioned above, MDPD will receive two (2) free seats every year in one of the Contractors monthly Master Instructor courses held at the Contractors training facility In Golden, Colorado, 9.0 Maintenance and Support A.) Maintenance SeNices Maintenance services include updates and upgrades to the Simulator, Including correcllons of any substantial defects, fixes of any minor bugs, and fixes due to any conflicts with mandatory operating system security patches as wall as upgrades to new version releases, B,) Ongoing Technloal Supoori Services Technical support services are provided to end-users in the form of unlimited email and/or telephone support, 24 hours a day, 7 days a week, via tolHree at 1 800634-1936 or email support@litraining.com. The escalation process is outlined below: :~~v~rl~~. . ... , ·.};:>%~h~II!~~\'i:~;U ,.,,< :<, .,,' .. ,·\ri\:., :", ".; ":,;" -~ . " 1 =Crltlaal A major component of the System Is In a non-responsive state and severely affects Users' productivity or operations, A high impact problem whioh affects the Users. 36 One (1) Hour Four (4) Hours One (1) Hour I I ! ! I .1 I ! MIAMI-DADE COUNTY, FLORIDA EPPRFP00485 10.0 2=Urgent Any component failure or loss of Two (2) functionality not covered in Severity 1. Hours which Is hindering operations, such as, but not limited to: excessively slow response time; functionality degradation; error messages; backup problems; or issues affecting the use of a module ortha data, 3=lmportant Lesser issues, questions, or Items that 4 business minimally Impact the work flow or require hours a work around, 4=Mlnor Issues, questions, or Items that don't 4 business Impact the work flow, hours Issues that can easily be scheduled such as an upgrade or patch, Repair and Replacement Policy 10.0,1 Warranty RepaIr Eight (8) Hours Seventy two (72) Hours One (1) Month for an acceptable work around until flnal resolution Two (2) Hours Four (4) Hours Weekly Status Call -- If a repair Is necessary under and during the term of the warranty, MDPD shall contact the Contractor's Customer Service Department at, 1 800 634-1936, to receive a Return Material Authorization (RMA) Number and return instructions prior to shipping the defective Product(s) or paris to the Contractor. The RMA must be referenced on all documentation relating to the relurn (i.e, shipping documents, shipping label, purchase order, correspondence, etc.), The following information is needed when requesting and RMA Number: 1, Model Number and option. 2, Serial Number 3, Description of Failure 4, Shipping Informalion 5. Point of Contact and Phone Number 6. Billing Information 7. Purchase Order Number (required If oul-of-warranty), All costs associated with shipping, taxes, freighting, packaging and handling of the Product(s) andlor parts shall be borne by the Contractor. A failed Simulatorlpar\under warranty comes back to the 37 I I , I I I i ! , ! ~ I ! I i I I I I I MIAMI-DADE COUNTY, FLORIDA EPPRFP00485 depot for repair, if that same Simulator/part should fail for a second time within ninety (90) days of repair, the part will be replaced. 10.0.2 Out-of-Warrantv RepaIr In addition to the requirements provided above concerning warranty repairs, all out-ai-warranty repairs require that MDPD issue a purchase order to the Contractor authorizing the repair and agreeing to cover all costs related thereto. The purchase order number should refer to the RMA Number which is assigned by the Contractor's Customer Services Department. For out-ai-warranty repairs, all associated shipping, freighting, packaging and handling of the Product(s) and/or parts shall be borne by the MDPD. 11.0 Change Control During the implementation, any work that Is required to be performed over and above the work stated in this Statement of Work, will be performed following mutual agreement between MDPD and the Contractor. MDPD may request additional work over and above the work stated In this Statement of Work, using the Change Request Form (Appendix C), provided that it Is signed by an authorized representative of MDPD and the Contractor. 38 ,I Ii r ~ , I i I I [ i I ~ i I i I MIAMI·DADE COUNTY, FLORIDA EPPRFP·00485 APPENDIX B PAYMENT SCHEDULE 39 I ~ I I I I I I ! I I 1 ! I I ! I , j I I MIAMI·DADE COUNTY. FLORIDA Appendix B -Payment Schdula A, INITIAL THREE (3) YEAR TERM PRICING The following priCing will be applicable to the initial three (3) year term, Hardware. Software 'Price broken down in table A 1 below Installation Services Training Services Maintenance and Technical Support Services Fees -Year 2 Maintenance and Technical Support Services Fees -Year 3 A1. PRICE BREAKDOWN FOR HARDWARE AND SOFTWARE (INITIAL TERM) cameras, CPU, software, cabling, screens, 1 recoil kit, 1 OC spray, 1 flashlight 14 Glock 17 Pistols 6 AR·15 Rifles 2 Shotguns 19 Recoil Kits 2 Shotgun Adapters will1lasers 2 C02 Refill Tank and Nozzle for Recoil Kits 8 TASERX26 Cartridge 8 sets for TASER X2 40 EPPRFp·00485 $155,010 $3,500 $3,500 187 $8,187 $59,600 $7,350 $2,520 $1,530 $15,840 I I ! I ~ I I • I ! ~ ~ I I tl ! ~ ! i ~ i! 1, U I I ! t I I ! I Ii II l I I MIAMI·DADE COUNTY, FLORIDA EPPRFp·00485 S, OPTIONAL YEARS TO RENEW (OTR) Should the County elect to exercise the Option to Renew Terms available under this Agreement, the following pricing shall apply, B1, HARDWARE, SOFTWARE, MAINTENANCE AND TECHNICAL SUPPORT SERVICE FEES Fees Contract Year 4 'During the 41h year, the Contractor will replace the CPU (computer), projectors and cameras, and will ren"bish and/or replace all lasers , and _M''IJ.''. Software, C, OPTIONAL ITEMS Fees Contract Year 5 C1. Professional Service Fee Schedule $5,626 $0 Compensation for Optional Professional Servioes shall be based on the projects assigned, Contractor shall use agreed upon rates to calculate the not-to-exceed cost statement required for eaoh project. On-Site Training (Per Day) Installation Services (1 Simulator) $3,500 Installation Services (2 Simulators) $4,500 Installation Services (3 or more Simulators) $5,500 41 ~ I I i I I l ~ ,I 1 ! I ! i I I ! ! , I I MIAMI·DADE COUNTY. FLORIDA EPPRFp·00485 C2. Optional Hardware During the term of the resultant contract, should the County wish to purohase additional hardware from the Contractor, the following prices, subject to negotiation. shall apply as defined below: $59,600 Glock 17 Pistols $525 AR·15 Rifies $675 Shotguns $375 Recoil Kits $2,350 Shotgun Adapters with Lasers $1,260 C02 Refill Tank and Nozzle for Recoil Kits $765 TASER X26 with Cartridge $1,980 Two·Cartridge sets for TASER X2 $2,340 Prior to initiating a purchase of optional items, the County and Contractor will define the scope of work via a work order issued under this Contract. The County reserves the right to negotiate each order with the Contractor. Addition of hardware not listed above shall require a Contract Amendment to be executed by both parties. 42 I I I I I ! I J . r I ~ I J !! ! ! I I I ,\ l I I ! , ! I I I I I MIAMI·DADE COUNTY. FLORIDA EPPRFP·00485 APPENDIX C CHANGE REQUEST FORM 42 I I I I I I I ! ! I i I I I I I' i ij I I ~ ! I I l j , 1 I MIAMI-DADE COUNTY. FLORIDA EPPRFP·00485 CHANGE REQUEST FORM TEMPLATE Change Request Form Number~: GTD=?~~C-S~»'G7~:':7'"0'G"~ Contract Name: Parties: Effective Date (if known): the proposed Change relates: i Change: [Describe the proposed Change in with an Importance]!Attach supporting Information If appropriate] Contractor and MDPD confirm I I Form, approve the proposed Change Request as set out above, and agree that the Contract shall hA h·.ot,," having been amended accordingly. For and on behalf of the Contractor Signed: --:c-,,-:--~--..,.-- (Authorized Signatory) Name: __________ _ Title: Date: 43 I I I I I I , I i! 1 MIAMI·DADE COUNTY, FLORIDA For and on behalf of MDPD Signed: ---:-:--.--:--:-:-----c:---- (Authorized Signatory) Name: __________ _ Title: Date: EPPRFp·00485 44 I ! ! I I I 1-I I I I ! ! I ! ,I I I ! I ! ! I I I I I I Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 SUPPLEMENTAL AGREEMENT NO.1 Contract Number: EPPRFP·00485 Contract Title: Law Enforcement Specialized Training Simulator Contractor: TI Training LE, LLC. 4680 Table Mountain Drive, Suite 150 Golden CO, 80403 In accordance with the above referenced Contract ("Contract"), this Supplemental Agreement No.1, when properly executed, becomes a part of the Contract effective upon execution, and sets forth the terms and conditions that are in addition to and/or modify those terms and conditions set forth in the Miami-Dade County Contract no. EPPRFP- 00485, Law Enforcement Specialized Training Simulator by and between TI Training LE, LLC., a corporation organized and existing under the laws of Colorado, having a place of business at 4680 Table Mountain Drive, Suite 150, Golden, CO, 80403 ("Contractor") and Miami-Dade County ("County"), a pOlitical subdivision of the State of Florida, having its principal office at 111 N.W. 1.1 Street, Miami, FL 33128. In case of any conflict between the Contract and this Supplemental Agreement, the terms and conditions of this Supplemental Agreement shall control. Except as otherwise modified herein, all terms and conditions of the Agreement shall remain in force and effect. WHEREAS the County and Contractor mutually agree to incorporate contractual documentation associated with the purchase of two (2) portable Training Lab 1M Use of Force Simulators, training, and maintenance and support. Now therefore, the County and Contractor mutually agree to the following: • The attached "Scope of Services" is hereby incorporated into the Contract as "Appendix 0". • The attached "Payment Schedule" is hereby incorporated into the Contract as "Appendix E". In Witness Whereof, the parties have caused this Supplemental Agreement No. 1 to the County's Contract No. EPPRFP-00485 to be executed by their duly authorized representatives as of the last date indicated below. , I J]}r:~ /Z/~"----By:QI~ Name: Rick Guilbault Title: VP-Business Development Corporate Seal/Notary :-,. FRED J HISS NOTARY PUBLIC STATE OF COLORADO NOTARY 10 20164031254 MY COMMISSION ExprRES 08/18/2020 t~ !\;lame: Cartos A. Gimen Title: Mayor Date: /tl Atles1:,r"'-=-<-;tF,-,:--=:---,,--__ " ,,', •. ~~ GI ~ of the Board _~ Approved as to form and legal sufficiency Ii I, !i Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 APPENDIX D SCOPE OF WORK 2 Miami-Dade County Supplemental Agreement No.1 to Contract No. i:PPRFP-00485 1.0 Background Annually, the Miami-Dade Public Safety Training Institute (MDPSTI) trains approximately 2,600 sworn MDPD law enforcement officers, hundreds of basic training recruits, as well as, sworn law enforcement officers from partner agencies. The MDPSTI staff continually looks for new innovations in the police training to improve the effectiveness of training of MDPD, along with its regional and federal partners. This training consists of firearms qualifications, defensive tactics, tactical training, critical incidents and a host of other training topics. A major component of the training that the MDPSTI provides is force-an-force training. In this training, officers are placed in tactical situat'lons where they must use sound judgement and make split- second decisions on the level of force to be used, escalation, de-escalation and shoot or don't shoot decisions. This training has evolved and the MDPSTI would like the use of a Simulator to expand on these types of training in a safe environment. As part of this Scope of Work, the Contractor will provide MDPD with a portable firearms training Simulator that includes all necessary hardware components (projector, cabling, computer, peripherals, etc.) and software necessary for a simulated training experience. This simulated environment along with live fire training will better prepare officers for real world situations that they may encounter in the performance of their duties. 2.0 Training Lab'· Technical Specifications As part of this implementation, the Contractor will provide MDPD with two (2) Training Lab ™ Use of Force Simulators. Each Simulator includes: 2. O. 1 Computer & Software • Professional Grade CPU and Hardware o Windows Operating System wi Microsoft Office o High Definition (HD) Video Card o 2 x 1000GB RAID drives • Scenario Creation & Editing Interface 2.0.2 Multimedia Specs • True HD Projector (16:9 aspect Ratio) with all cabling • High quality surround sound stereo speakers • 12' x 6'11' portable projection screen w I travel case and legs • Low light and adjustable light conditions • Automatic self-calibration with sub-pixel accuracy • Environmental control options 2.0.3 Scenarios • Training Scenario Library with over 730 scenarios • Skill builder shooting drills • Scenario updates for the life of the system • HD video quality • Capable of creating scenario playlist with save and recall function 2.0.4 Debrief Specifications • Zoom-in controls during debrief • Picture in picture capability (PiP) • Customizable trainee report generator • Slow-motion, pause, frame forward, frame back controls for debrief replay 3 Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 3.0 Pre·lmplementation Preparation 3.0.1 Kick-Off Meeting Contractor and the MDPD shall participate in a Kick-off Meeting to accomplish the following tasks: • Review Scope • Review, update, and finalize project, training plan, Test criteria, Final Acceptance criteria, communication plan, resource plan, and timeline. 4.0 Deliverv of Equipment and Accessories The Contractor will provide delivery of all products 60 days after the receipt of a Purchase Order from MDPD. The Contractor will deliver the equipment and accessories required in conjunction with this Statement of Work to the address listed below: 5.0 Acceptance Testing Miami-Dade Police Department AUn: Lieutenant Alvaro Ortiz 9601 NW 581" Street Doral FL, 33172 The Contractor's Point of Contact (PoC) will provide the MDPD PoC with access to a test version of Simulator in order for the MDPD to conduct Acceptance Testing to ensure it is configured to meet the requirements set forth in this Statement of Work. Following a successfut Acceptance Test, the MDPD will provide written sign-off to constitute Final System Acceptance. The escalation process outlined in Section 7.0 shall apply during Acceptance Testing. 6.0 Training 6.0.1 On-Site Training The Contractor will provide MDPD staff with two onsile two (2) day (16 hour) TI Training Lab Master Instructor Courses for up to twenty (20) MDPD instructors (up to 10 instructors in each course). The training course summary can be found below: Description: The purpose of this course of instruction is to train selected students in the set-up, function, operation, and maintenance of the Training Lab interactive simulation system, manufactured by Ti Training Corp. These systems represent the most advanced training devices available. These systems utilize the latest advances video, laser, RF and programming technology to provide an intuitive, easy to maintain training tools. These tools are designed to aid in teaching Public Safety Personnel to effectively and safely perform their duties. This course begins with classroom theory and progresses to "hands on", proficiency based exercises. We at Ti Training Corp recognize that even the most advanced technology is useless in the hands of someone who cannot effectively operate and maintain that technology. Therefore, this course is focused on ensuring every person attending this course attains each of the goals listed below. Successful completion of this course will certify the student as a "Master" instructor in simulation training and allow the student to certify "Instructor" level stUdents within their agency. Additionally, semester hour credits from an accredited college 4 Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 will be awarded as well as an equivalent P.O.S.T. continuing education hours. This will allow the student to transfer credit to any University and/or submit to their local P.O.S.T. organization to satisfy continuing educational requirements for maintenance of their Peace Officer certifications. Goa/s: • The system Operator/lnstructor will be able to effectively set up and operate these systems. • The system Operator/Instructor will have a thorough knowledge of the system's specifications. • The system Operator/Instructor will be able to effectively apply the principals of simulation training to maximize student learning potential, retention and performance. • The system Operator/Instructor will be able to effectively integrate these systems with their agencies policies, requirements and overall curriculum. Course Sections: • Course Introduction o Instructor and Student Introductions o Course Overview o Certification Requirements • System Overview o System Demonstration o Components o Graphical User Interface (GUI) o Environmental Requirements • System Operation o Set up and Calibration o Assigning Devices o Selecting Training Material (Scenarios) o Playing, Branching, and Operation of Optional Features (EnviroSim, Telemetry, etc.) o System Debriefing Functions o Report Generation/Documentation of Training Evolutions • Scenario Creation • Effective Simulation Training o Requirements o Briefing o Debriefing. o Documenting • Troubleshooting/Diagnostics 5 Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 6.0.2 Online Training In addition to on-site training, tutorial videos are available on the following subjects on the Simulator and online at www.titraining.comlsupport • AR15 Recoil Kit Maintenance • Recoil Magazine Maintenance • Recoil Kit Installation • System Calibration • System Operation The simulator also contains: • Operator's manual for the Simulator and all accessories • A PowerPoint presentation on Effective Simulation Training 6. O. 3 Master instructor Courses In addition to the training resources mentioned above, MDPD will receive two (2) free seats every year in one of the Contractor's monthly Master Instructor courses held at the Contractor's training facility in Golden, Colorado. 7.0 Maintenance and Support A.) Maintenance Services Maintenance services include updates and upgrades to the Simulator, including corrections of any substantial defects, fixes of any minor bugs, and fixes due to any conflicts with mandatory operating system security patches as well as upgrades to new version releases. B.) Ongoing Technical Supporl Services Technical support services are provided to end-users in the form of unlimited email andlor telephone support, 24 hours a day, 7 days a week, via toll-free at 1 800 634-1936 or email support@titraining.com. The escalation process is outlined betow: 1 =Critical A major component of the System is in a non-responsive state and severely affects Users' productivity or operations. A high impact problem which affects the Users. 6 One (1) Hour Four (4) Hours One (1) Hour Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 2=Urgent Any componenl failure or loss of functionality not covered in Severity I, which is hindering operations, such as, but not limited to: excessively slow response time; functionality degradation; error messages; backup problems; or issues affecting the use of a module or the data. 3=lmportant Lesser issues, questions, or items that minimally impact the work flow or require a work around, 4=Minor Issues, questions, or items that don't impact the work flow. Issues that can easily be scheduled such as an upg rade or patch, 8.0 Repair and Replacement Policy 8,0,1 Warrantv Repair Two (2) Hours 4 business hours 4 business hours Eight (8) Hours Seventy two (72) Hours One (1) Month for an acceptable work around until final resolution Two (2) Hours Four (4) Hours Weekly Status Call If a repair is necessary under and during the term of the warranty, MDPD shall contact the Contractor's Customer Service Department at, 1 800 634-1936, to receive a Return Material Authorization (RMA) Number and return instructions prior to shipping the defective Product(s) or parts to the Contractor, The RMA must be referenced on all documentation relating to the return (i.e, shipping documents, shipping label, purchase oreier, correspondence, etc,), The following information is needed when requesting and RMA Number: 1. Model Number and option. 2. Serial Number 3, Description of Failure 4, Shipping Information 5, Point of Contact and Phone Number 6, Billing Information 7, Purchase Order Number (required if out-ai-warranty), All costs associated with shipping, taxes, freighting, packaging and handling 01 the Product(s) and/or parts shall be borne by the Contractor. A failed Simulator/part under warranty comes back to the depot for repair, il that same Simulator/part should fail for a second time within ninety (90) days of repair, the part will be replaced, 8.0.2 OUI-of-Warranlv Repair In addition to the requirements provided above concerning warranty repairs, all out-of-warranty repairs require that MDPD issue a purchase order to the Contractor authorizing the repair and agreeing to cover all costs related thereto, The purchase order number should refer to the RMA Number which is assigned by the Contractor's Customer Services Department. For out-ol-warranty repairs, all associated shipping, freighting, packaging and handling of the Product(s) and/or parts shall be borne by the MDPD, 7 Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 APPENDIX E PAYMENT SCHEDULE 8 Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 Payment Schedule A. PRICING The following pricing will be applicable to the initial three (3) year term. Hardware, Software $75,600 'Price broken down in table A1 below Training Services $3,500 Maintenance and Technical Support Services Fees -Year 2 $7,000 Maintenance and Technical Support Services Fees -Year 3 $7,000 A1. PRICE BREAKDOWN FOR HARDWARE AND SOFTWARE B. OPTIONAL YEARS TO RENEW (OTRI Should the County elect to exercise the Option to Renew Terms available under this Agreement, the following pricing shall apply. . B1. HARDWARE, SOFTWARE, MAINTENANCE AND TECHNICAL SUPPORT SERVICE FEES OTR 1 -Hardware, Software, Maintenance and Technical Support Service Fees (Year 4) Hardware, Software, Maintenance and Technical Support Service Fees Contract Year 4 'During the 4th year, the Contractor will replace the CPU (computer), projectors and cameras, and will refurbish andlor replace all lasers and recoil kits. 9 $7,000 Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 OTR 2 -Hardware, Software, Maintenance and Technical Support Service Fees (Year 5) Hardware, Software, Maintenance and Technical Support Service Fees Contract Year 5 c. OPTIONAL ITEMS C1. Professional Service Fee Schedule $0 Compensation for Optional Professional Services shall be based on the projects assigned. Contractor shail use agreed upon rales to calculate the nol-lo-exceed cost statement required for each project. On-Site Training (Per Day) Installation Services (1 Simulator) $3,500 Instailation Services (2 Simulators) $4,500 Installation Services (3 or more Simulators) $5,500 10 Miami-Dade County Supplemental Agreement No.1 to Contract No. EPPRFP-00485 C2. Optional Hardware During the term of the resultant contract, should the County wish to purchase additional hardware from the Contractor, the following prices, subject to negotiation, shall apply as defined below: $59,600 $37,800 Glock 17 Pistols $525 AR-15 Rines $675 Shotguns $375 Recoil Kits $2,350 Sholgun Adapters with Lasers $1,260 C02 Refill Tank and Nozzle for Recoil Kits $765 TASER X26 with Cartridge $1,980 Two-Cartridge sets for TASER X2 $2,340 Prior to initiating a purchase of optional items, the County and Contractor will define the scope of work via a work order issued under this Contract. The County reserves the right to negotiate each order with the Contractor. Addition of hardware not listed above shall require a Contract Amendment to be executed by both parties. 11 ATTACHMENTB CONTRACT FOR LAW ENFORCEMENT TRAINING SIMULATOR • Contract Price Contained in Attachment A and Contract No. EPPRFP -0485 • City of South Miami Quotation and Specifications Thomas F. Pepe -1.23.18 Judgmental Use of Force Simulator Quote Prepared Exclusively for South Miami Police Department March 6,2018 Captain John Barzola Administrative Division Commander (305) 663-6313 jbarzola@southmiamifl.gov Ti Training LE, LLC 4680 Table Mountain Drive, Suite 150 Golden, CO 80403 Rick Guilbault Rick@titraining.com 602.326·6207 Mobile 303.414·3558 ext. 222 Office 1.800.634.1936 303·414·3556 Fax "The Strongest Element in Training" 4680 Table Mountain Dr. #150 Golden, CO 80403 www.Titraining.com 800-634-1936 Training Lab STANDARD FEATURES: Turn Key System -Permanent or Portable Configuration IIII Desktop Computer (permanent) or Laptop Computer (portable) IIII Windows Professional Operating platform IIII 22" Flat Panel Monitor, Illuminated Keyboard & Optical Mouse (permanent) IIII Training Lab software with updates for life of system !TIl System is Self-Calibrating under any lighting conditions IIII True High Definition Video Projector (1920 x 1080) 2800+ lumens high IIII Adjustable Lowlight Capabilities IIII 5.1 Surround Sound Speaker System (permanent) IIII Exclusive Scenario and "On-the-Fly" 3-D Audio !TIl Scenario Editor Software for creating custom scenarios IIII Projection Screen, HD -16x9 Aspect Ratio (12'x6'11") with Case !TIl Up to 6 Independently Detected Devices (e.g. 6 Separate Shooters) IIII PiP -Recording and Playback of Trainee -Audio and Video (Camera) IIII Training Scenario Library 700+ pre-loaded IIII New Scenarios (15-20 every 6 months) for life of system IIII Baton/hit/kick Branching IIII 1 -Remote System Instructor Access Tablet IIII 1 -IR Flashlight IIII 1 -Recoil kit for Glock 22, includes one magazine (weapon not included) !TIl Report Generation w/ Template Designer ITIl 1 Year Warranty -Extended System Warranties Available Price for Turnkey Training Lab Simulator -$37,800 TRAINING IIII Full Color Operations Manual !TIl Service manuals IIII Videos on the DVD and desktop for refresher training « Simulation Room Setup « System Setup « Calibration « Run Screen menus and options IIII Airfare, lodging, and 2 meals per day for two instructors to attend the 24-hour Master Instructor Course in Golden, CO IIII 2 Free seats in the 24 hour "Master Instructor" class, Golden, CO annually IIII Onsite training available for $3,500 "The Strongest Element in Training" 4680 Table Mountain Dr. #150 Golden, CO 80403 www.Titraining.com 800-634-1936 REQUESTED ACCESSORIES Description Unit Price QTY Total Recoil kit for Glock 22, includes one magazine (one included with the $2,350 1 $2,350 Training Lab) (weapon not included) Recoil Kit for Glock 23, includes one magazine (weapon not included $2,350 2 $4,700 Recoil Kit for AR 15, includes one magazine (weapon not included) $2,350 2 $4,700 TASER X26P with one Laser Cartridge $1,980 2 $3,960 Shotgun Adapter with Laser $1,260 1 $1,260 C02 Refill Tank and Nozzle for Recoil Kits $765 1 $765 Total for Accessories $17,735 Turnkey Training lab Simulator $37,800 Requested Accessories $17,735 Price for Turn Key Simulator with Accessories $55,535 Maintenance and Technical Support for initial three-year term Total Year 2 $2,777 Year3 $2,777 o f Ipllona IV t R ears 0 enew Maintenance and Technical Support Total Year 4 -During the 4th year, the Contractor will replace the CPU (computer), $4,946 projector and Hit detection camera, and will refurbish or replace all lasers and recoil kits Year 5 $0 Terms: Net 30 Partial shipments and partial invoices accepted. "The Strongest Element in Training" 4680 Table ivlountain Dr. #150 Golden, CO 80403 www.Titraining.com 800-634-1936 2/14/2017 Miami-Dade County Solicitation Tabulation Packet for Solicitation EPPRFP-00485 Law Enforcement Specialized Training Simulator Solicitation Designation: Public MI COUNTY Miami-Dade County BidSync EPPRFP-00485 p. 1 Miami-Dade County EPPRFP-00485 Solicitation #EPPRFP-00485 -Law Enforcement Specialized Training Simulator Creation Date Dec 8, 2016 End Date Feb 10, 2017 6:00:00 PM EST Start Date Jan 13, 2017 4:54:47 PM EST Awarded Date Not Vet Awarded EPPRFP-00485--01-01 Please submit pricing on Pricing Form ~lJPP1f~r< ' •..••. • ' ... "<'<./ '.< I Unit Rric!> FMC Incorporated dba IES Interactive Training [Ad] I IFirst Offer - Product Code: Agency Notes: Ti Training [Ad] I IFirst Offer - Product Code: Agency Notes: Supplier Totals f FAAC Incorporated dba IES Interactive Training IAdl Bid Contact Kassandra R Harrington contracts@faac.com Ph 734-761-5836 Fax 734-531-4002 Agency Notes: f Ti Training [Adl Bid Contact Kila Otte kila@titraining.com Ph 303-414-3555 Agency Notes: •• 2/14/2017 Qty/Unit . ·.···<.1· .••.• Total Price 1)(ttch.l. Docs 11 each I I Supplier Product Code: Supplier Notes: 11 each I I Supplier Product Code: Supplier Notes: $0.00 Address 1229 Oak Valley Drive Ann Arbor, Ml 48108 Supplier Notes: $0.00 Address 14998 W 6th Ave #500 Golden, CO 80401 Supplier Notes: BidSync y I y y I y Head Attch: lID Head Attch: lID p.2 Miami-Dade County FAAC Incorporated dba IES Interactive Training Bid Contact Kassandra R Harrington contracts@faac_com Ph 734-761-5836 Fax 734-531-4002 Address 1229 Oak Valley Drive Ann Arbor, MI48108 EPPRFP-QQ485 Item # Line Item Notes Unit Price Qty/Unlt Attch. Docs EPPRFP-00485-01-01 Please submit pricing Supplier First Offer -11 each y y on Pricing Form Product Code: Supplier Total $0_00 2114/2017 BidSync p_3 Miami-Dade County FAAC Incorpurated dba IES Interactive Training Item: Please submit pricing on Pricing Form MILO Range Theater 180 Proposal Miami-Dade Police Department EPP-RFP No. 00485.pdf EPP -RFP00485JORM 1 PriceProposalSchedule_MILO Range Training Systems. pdf. pdf ProposerSubmissionPackage_MILO Range Training Systems_EPP-RFP00485.pdf MILO Range Theater Room Specs Floor Plans_pdf 2/14/2017 BidSync EPPRFP-00485 p.4 Miami-Dade County EPPRFP-00485 miL M~l,O Ranle Theater' 1,80 3~Screen Immersive Firearms and Force Options Simulator 2114/2017 Request for Proposals (EPP-RFP) No. 00485 LAW ENFORCEMENT SPECIALIZED TRAINING SIMULATOR For Miami-Dade Police Department Santiago A. Pastoriza, Procurement Contracting Officer 111 NW 1st Street, Suite 1300 Miami, FL 33128 1229 Oak Valley Dr, Ann Arbor, MI 48108 www.milorange.com BidSync FAX 734 531 4002 Toll Free 800 344 1707 p.5 Miami-Dade County EPPRFP-00485 February 8, 2017 Thank you for your interest in the Interactive MILO Range Firearms Training Simulators from MILO Range Training Systems. This proposal will provide you with requested system information, specifications, pricing and details for the system and equipment you've inquired about. MILO Range's threat response and firearms training simulators have been selected by the most demanding law enforcement, military and public safety agencies, and are in daily use around the world in over 40 countries. The MILO Range training system is a comprehensive solution that is designed to allow trainers the ability to give pr~sentations and classes, conduct interactive testing and assessment, and provide immersive hands-on scenario based exercises with detailed debriefing and after action review. Each MILO system is designed to increase trainee knowledge, skills and confidence in a safe, challenging environment that is highly interactive and engaging. Through our 20-year history of providing innovative interactive simulation training solutions, MILO Range has become widely regarded as a low-risk, highly reliable contracting and business partner. We have the industry's most dedicated and experienced sales and support team on staff, and all MILO customers receive the best technical service in the business, including free software updates, newly filmed and released scenarios with new exercises and environments to keep interest high and skills sharp. On behalf of the entire MILO Range Team, I sincerely appreciate the consideration of our proposal for this requirement, and also to have the opportunity to be of service to the men and women of the Miami-Dade Police Department. Respectfully sent on February 8th , 2017. Neil Gikas Eastern US Law Enforcement Sales MILO Range Training Systems F AAC Incorporated 800.344.1707 office 734.358.8292 mobile neil.gikas@milorange.com www.milorange.com 1229 Oak Valley Dr, Ann Arbor, MI48108 2/14/2017 www.milorange.com BidSync FAX 734 531 4002 Toll Free BOO 344 1707 p.6 Item 1 2114/2017 Miami-Dade County EPPRFP-00485 MILO RANGE THEATER 180 MUL TI .. SCREEN . TRAINING SIMULATOR SUITE Description MILO Range v5 Theater 180 HD system with Surround Sound: • • • • • • MILO Rack mount CPU Station Tabletop A11-ln-One touchscreen Control Station Mounting system and/or ceiling mounts as needed Three HD Short-throw Rear Projection Projectors 1aO-degree borderless screen 30'L x 6' 5"H a-device Laser Weapon & Flashlight Detection Modules • All Power and Video Cables • • • • • • Touch-Screen LCD Monitor for individual screen control Instructor Desktop Speakers Keyboard and Optical Mouse Powered HD audio system for Surround Sound Audio Instructor Desk l!Q.Q! Multi-Branching Interactive Single-Screen Scenarios are Pre-loaded as well as 40+SkiIJ Builder exercises • 70+ 3-Screen Scenarios and graphics exercises FREE Access to MILO Digital Scenario: New HD Scenarios sent out (approx.12-15 sent out per quarter), along with new multi-screen scenarios. Course Designer Program: The Course Designer Program is editing software program that can be used to create lessons, tests and presentations for classrooms, auditoriums, and training rooms or for one on one instruction. Allows the user to utilize both high definition digital video and computer graphics capabilities to create fully interactive training videos and/or graphics based training environments. Customer can also create custom HD, multi-screen scenarios. Includes HD Camera for scenario filming. Dry-Fire Laser Training: • (2) Weapon Lasers of your choice or SIRT replica • Pistol or Rifle lasers in 9mm, .40 or .45 • SIRT replica available in Glock or S & W model OC Spray Training Devices: Laser modified OC spray training devices for less-lethal applications. Thumb or trigger activation. Includes 2 devices standard 1229 Oak Valley Dr, Ann Arbor, MI 48108 www.milorange.com BidSync Qty. Unit Price 1 $84,995.00 Inc Inc 2 2 FAX 734 531 4002 Toll Free 800 344 1707 Extended Price $84,995.00 p. 7 Miami-Dade County to use real flashlight in-conjunction with his/her weapon for low light training. This system is non-lane based which allows for multiple users. Includes 2 MILO Supplied Surefire G2 with IR lens. Trainee Action Capture (TAC) with Picture Video/Audio Debrief: Audio and color video capture in wide-angle HD video of trainee's actions in a scenario for immediate (or later) and review. Allows the user to utilize any of the Graph-X modules for Marksmanship, Shoot-house, Basic Targets and Range Practice. Includes 75+ interactive CGI skill-builder and multi-screen mix. Allows user to create and manipulate the trainee performance database information as to create individual and/or statistics I relevant I criteria. Inc Inc Inc ranching and Scoring: Inc Allows the trainer to manually branch the scenario while the trainee uses their actual baton or makes a strike/kick. The system will branch and score the use of action as a baton strike. EPPRFP-QQ485 » j;ii· ... ·.•. . ." ....... ·....!/i:<·CI;~li:~lIi~,I)!{~.i,~)jil!JtS'iil~.~.P1~... .• , •• · .•• , .. ·,.i ....... ' .. , ...... :.;;. ..... ;~i' ~__;LT'; ...... ~_. · •••. ·~8ele¢.ei;i,ffI;fi.)fJ,{d:flitQPllil!¢fj~'S)e!(')pC!Jfiir:as;iN~le(j/,ft€t~;i.! .' . ,';;;:j; ." Item Description' .. , ...L ••. , "'-City --Orliiprice:f~t~i~Wc~;? 2 WRK Air Recoil Drop-In Kit for Glock 17 Pistol: 8 $2,200.00 $17,600.00 'Does NOT include the Weapon "Tether Less Model" 3 4 2/14/2017 training weapon with (2) C02 magazines. Uses 12Gm Co2 cylinders. No permanent modifications to weapon required. Glock 17 Specialty Magazine (with Round-Count! Slide Lock Back Feature) Glock 17 Pistol 1229 Oak Valley Dr, Ann Arbor, MI 48108 www.milorange.com BidSync 16 $350.00 8 $500.00 FAX 734 531 4002 Toll Free 800 344 1707 $5,600.00 $4,000.00 p.8 2/14/2017 Miami-Dade County WRK Recoil Shotgun: Includes Remington 870 LE shotgun modified for use with C02 and laser to provide recoil and sound during training on the MILO Modified Included. TASER Laser Weapon wI cartridges: Includes: TASER weapon modified for use on the MILO Range and two (2) dual-laser cartridges with 8 degree for drills. Option: Includes Kinect HD and cables, software for additional interactive i and scenario immersion. Range Biofeedback Device: i trainee's heart rate and transposes biometric data into graphical form for I i debrief on ,,,,,,t,,,m . '.;. 1229 Oak Valley Dr, Ann Arbor, MI4Bl0B www.milorange.com BidSync 8 ,995.00 8 8 FAX 734 531 4002 Toll Free 800 344 1707 EPPRFP-00485 1,995.00 ",",,·.::15.00 .00 p.9 Item 1 2 211412017 Miami-Dade County EPPRFP-00485 Optional System Items After Purchase *Se/ec{and add to Purchase Order as Needed* .. ---_ .. ---... _-. -..... . . ................ _..... .---------"-- Description Qty Unit Price Total Price $5,995.00 MILO Training (3 Days) 1 $5,995.00 A 3-Day course covering any MILO system and/or software. Bronze Warranty (Annual) 2 $11,381.00 $22,762.00 .... .. Opti()naHtems Total: ... ..... $~8,7S7,Q.Q . -See Important Terms and Conditions Below- F AAC (Seller) STANDARD 1ERMS AND CONDmONS iLPleasemake-lJurchase order (I"QLQutto. FMC IncorlJ.orat~d.! 2. Payment Terms: Net 30 from date of invoice (after delivery). 3. Delivery: estimated 90 Days ARO. 4. Partial Shipment and/or Partial Invoice are: Permitted. 5. Warranty: 24 Months from date of shipment. 6. W this sale is subject to Use Tax, then you are liable for the tax and should make payment direct to your taxing authority. However, we may collect Sales Tax for the following States: CA, FL, HI, KY, MA, MI, NV, UT, WA, wv. 7. Quote pricing is valid for 90 days. 8. All prices quoted in US Dollars ($USD). PURCHASING/CONTRACTING INFORMATION 1. Cage Code: 3J401 2. Tax ID: 38-2690218 3. DUNS: 175204163 4. GSA Schedule 874; Contract # GS-00F-332CA--Only applies to qualified federal agencies 5. Vendor POC: Carol Frederick 6. Phone: 800-344-1707 7. Order Email: contracts@milorange.com 8. Order Fax: 734-531-4002 9. Mailing Address: MILO Range Training Systems, 1229 Oak Valley Drive, Ann Arbor, MI 48108 1229 Oak Valley Dr, Ann Arbor, MI 48108 www.milorange.com BidSync FAX 734 531 4002 Toll Free 800 344 1707 p.10 2/14/2017 Miami-Dade County EPPRFP-00485 Miami·Dade County, FL I EPPRFp·00485 FORM 1 • PRICE PROPOSAL SCHEDULE LAW ENFORCEMENT SPECIALIZED TRAINING SIMULATOR INSTRUCTIONS: The Proposer's price shall be submitted on this Form 1 "Price Proposal Schedule". Proposer is requested to fill in the applicable blanks on this form. ,All pricing must include all cost elements including butnotlimited to software licenses, installation, configuration, testing, training, and maintenance and support services required to meet the specifications outlined in Section 2.0 of this solicitation document. A. PROPOSED PRICE T he Proposer shall state its price for providing all equipment and services as stated in Section 2.0 . Scope of Services. TOTAL PROPOSED PRICE FORA LAW ENFORCEMENT SPECIALIZED TRAINING SIMULATOR FOR THE INITIAL THREE (3) YEAR TERM: $229,001.00 Note: A payment schedule will be negotiated with the selected Proposer and based upon project milestones and deliverables (e.g., training, County's final acceptance of deliverables, etc.) B. BREAKDOWN OF PROPOSED PRICE The Proposershall provide a breakdown olthe "Proposed Price" stated in Section A, above, as provided forin the tables below. Items that are not applicable shall be identified as "N/A"; items that are at no charge to the Cou shall be identified as "N/C". HardwI3re" SoftWi3.i9 (Please provide detailed cost breakdown in Table B1) Installation Services (Please provide detailed cost breakdown in Table B2) I I (Please provide detailed cost breakdown in Table B3) I I . TableB4) Maintenance and Technical Support Service Fees Year 1 Maintenance and Technical Support Service Fees Year 2 Maintenance and Technical Support Service Fees Year 3 $207,630.00 $3,995.00 $5,995.00 $N/C • Note: Total Proposed Price shall be equal to the Proposed Price stated in Section A above. BidSync p. 11 2/14/2017 Miami-Dade County Miami-Dade County, FL Description (i.e. screens, projectors, recoil kits, accessories, software license, etc.) MILO Range Theater 180 System (W/O InstaliationfT raining) MILO Range Optional T raining Items (see Proposal for item list) N/A N/A N/A N/A N/A N/A N/A Installation Labor (2 days) Installation T ravel Expenses N/A N/A BidSync EPPRFP-00485 EPPRFP-00485 p. 12 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL I EPPRFP-00485 Training Labor(3days) Training Travel Expenses N/A C_ OPTIONAL YEARS TO RENEW(OTR) T he Proposer shall state its price for providing all Optional Services and related services as provided for in the table below. These prices should not be included in the Proposer's Total Proposed Price as they will not be considered as part olthe eval uation. Unless otherwise negotiated byCounty and Proposer, these rates will remain in effect for the duration of any contract issued as a resultofthis RFP, including anyoption-to-renew periods. C1: HARDWARE, SOFTWARE, MAINTENANCE AND TECHNICAL SUPPORT SERVICES OTR 1-Hardware, Software, Maintenance And Technical Support Services Fees (Year 4) Hardware, Software, Maintenance And Technical Support Services Fees Contract Year 4 $11,381.00 OTR 2 -Hardware, Software, Maintenance And Technical Support Services Fees (Year 5) BidSync p. 13 211412017 Miami-Dade County Miami·Dade County, FL Hardware, Software, Maintenance And Technical Support Services Fees Contract Year 5 D. OPTIONAL ADDITIONAL TRAINING AFTER GO·LlVE $1,998.33 BidSync EPPRFP-00485 I EPPRFP·00485 $11,381.00 $1,998.33 p. 14 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 PROPOSER SUBMISSION PACKAGE Proposer's Experience and Past Performance 1. Describe the Proposer'scompanybackground, past performance and experience and state the number of years that the Proposer has been in existence, the current number of employees, and the primary markets served. Describe the key value-added features (products or services) that differentiate you from your competitors. Provide number of customers using the proposed software in State and Local Governmentand geographic area covered. Answer: MILO Range Training Systems (MRTS), along with ourparentcompanyFMC Incorporated (FMC), provides interactive simulation products and services for military, law enforcement, emergency responders, and private industries around the globe. Both FMC and M RT S are wholly owned subsidiaries of Arotech Corporation, a public ally traded companyand are managed undertheArotech Training and Simulation Division (AT SD) located in Ann Arbor, Michigan. FMC and M RT Shave almost six decades of combined experience in providing interactive simulation products as well as a long list of satisfied, prestigious clients including the US DoD, US Federal Bureau of Investigation, US Departmentof Homeland Security, DEA, Border Patrol, T SA, thousands of municipal police and fire departments,and large transit agencies. Established in 1994, MILO Range Training Systems has provided systems to over 3,500 differentlaw enforcement, public safety and military agencies in over 40 different countries. MILO Range T raining Systems has been recentlyselected as the provider of choice forthe California DepartmentofCorrectionswith a 37- system order, and also provides simulatorstothe FBI, Secret Service, US Departmentof Homeland Security, DEA, CIA, Border Patrol, TSA, U.S Veterans Administration Police, and thousands of other public safety agencies including the Orlando Police Department. With MILO Range Training Systems experience of over 21 years and its 25 dedicated employees we are able to provide our customers with unique system features such as the Theater180 System with Kinectand the ability to tie in the LE1000 Driving Simulatorforfully immersive LE scenarios that you wouldn't be able to experience anywhere else. 2. Provide a detailed description of comparable contracts (similar in scope of services to those requested herein) which the Proposer has either ongoing orcompleted within the pastthree years. The description should identify for each project: (i) client, (ii) description of work, (iii) total dollar value ofthe contract, (iv) dates covering the term of the contract, (v) client contact person and phone number, (vi) statement of whether Proposer was the prime contractor or subcontractor, and (vii) the results of the project. Where pOSSible, list and describe those projects performed for government clients or similar size private entities (excluding any work performed for the County). Answer: • Orlando PD-MILO Range Pro System (with Driving Force Simulator) for $49,190.00 placed on 9!14!2016-current. POC: Tonja Voyles (407) 246-3874 This is an ongoing purchase with MILO Range Training Systems as the prime contractor. • Ohio Peace OfficerTraining Academy-MILO Range Theater 180 System! Shoothouse Systems (2) for $283,790.00 placed on 1!2!2017-current. POC: Mary Davis (740) 845-2700 This is an ongoing purchase with MILO Range Training Systems as the prime contractor. • FBI Training Academy-MILO Range Pro System for$39,145.50 placed on 5!3!2015-current(FBI has purchased over 60 systems from MILO Range Training Systems). POC: Marc Savine (703) 632-3511 This is a completed purchase with MILO Range Training Systems as the prime contractor. BidSync p.15 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 • DEA Training Academy-MILO Range Pro System (2) lor $48,681.00 placed on 6/23/2014-current (DEA has purchased over 30 systems from MILO Range Training Systems). POC: Brad Smith (703) 632- 5291 This is a completed purchase with MILO Range Training Systems as the prime contractor. • Osceola County Sheriffs Office-MILO Range Theater 300 for $130,450.00 placed on 5/25/2016- current. POC:Mark Nagy (407) 709-1810 This is a completed purchase with MILO Range Training Systems as the prime contractor. • LAPD-MILO Range Pro System Upgrades (28) for $341 ,132.00 placed on 12/13/2010-current. POC: StacyLim (213) 485-6524 This is a completed purchase with MILO Range Training Systems as the prime contractor. • Cape MayCounty Police Academy-M ILO Range Theater300 System (with Driving Force Simulator) lor $159,770.00 placed on 12/18/2015-current. POC:Tom DePaul (609) 465-1134 This is a completed purchase with MILO Range Training Systems as the prime contractor. 3. List all contracts which the Proposer has performed for Miami-Dade County. The Countywill review all contracis the Proposer has performed for the County in accordance with Section 2-8.1 (g) ofthe Miami-Dade County Code, which requires that "a Bidder's or Proposer's past performance on County Contracts be considered in the selection of Consultants and Contractors for future County Contracts." As such the Proposer must list and describe all work performed lor Miami-Dade County and include for each project: (i) name of the County Department which administers or administered the contract, (ii) description of work, (iii) total dollar value. ofthe contract, (iv) dates covering the term of the contract, (v) County contact person and phone number, (vi) statement of whether Proposer was the prime contractor or subcontractor, and (vii) the results of the project. Answer: • MILO Program Order 2002-006 lor $57,336.00 placed in 2002 (MILO Range 2000 Training System). • MILO Program Order4353 (Miami-Dade CounlyPO # POPD0700842/POPD0700732) for $38,167.00 placed in 2007 (system upgrade from previous edition). Note: Orders were placed with IES Interactive T raining which was the former name of MILO Range Training Systems until 2014. Key Personnel and Subcontractors Performing Services 4. Provide an organization chart showing all key personnel, including theirtitles, to be assigned to this project. This chart must clearly identify the Proposer's employees and those ofthe subcontractors orsubconsultants and shall include the functions to be performed by the key personnel. All key personnel includes all partners, managers, seniors and other professional staff that will perform work and/or services in this project. Answer: Key Staffing and Project Organization Kurt Flosky (President) RobertMcCue (General Manager) John Jones (Operations Director) Neil Gikas (Eastem LE Sales Manager) Jason Lantis (Production Manager) BidSync p. 16 2/14/2017 Miami~Dade County EPPRFP-00485 Miami·Dade County, FL Ryan Schatzberg (Training Manager) Ian Patrick(Support Manager) Project Task Roles RFP proposal Order Processing Order Review Oiystem nUlld, test System pack, ship System Install, training System Support/Services ~Mc9Ue Ge!'JeraJ Milnager Key Staff Assignments Neil Gikas, RobertMcCue,Admin Staff Neil Gikas, RobertMcCue,Admin Staff RFP No. EPP·RFP00485 RobertMcCue, Neil Gikas, Jason Lantis, Ryan Schatzberg, Admin Staff Jason Lantis, [-'roduclion Oitarr Jason Lantis, Production Staff Kyan Oic~erg, Jason LantiS, ['['oductionl I raining Oitall, Neil G~kas Ian Patrick, Neil Gikas, Robert McCue 5. List the names and addresses of all first tier subcontractors, and describe the extent of work to be performed by each first tier subcontractor. Describe the experience, qualifications and other vital information, including relevant experience on previous similar projects, of the subcontractors who will be assigned to th is project. Answer: Not Applicable· none will be utilized. BidSync p. 17 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 6. Describe the experience, qualifications and other vital information, including relevant experience on previous similar projects, of all key personnel, including those of subcontractors, who will be assigned to this project. Answer: Key Staffing and Project Organization Education, Experience and credentials of proposed key projectstaff: Kurt Flosky (President): President of AT SD, after having spentthe prior15+ years as the Vice President and a memberofthe FMC managementteam. He has been with the organization since 1990. M.S and B.S. in aerospace engineering-University of Michigan. RobertMcCue (General Manager): US Army combat veteran. Over 20+ year's simulation training company experience, including 14+ with MILO Range. Significant simulation project management experience on small and large projects in last decade. MA-UniverSity of Wisconsin-Madison (1998). WVU Political Science (1991) John Jones (Operations Director): Oversees production, training and support of MILO Range systems. 10 + years of company experience managing projects and accounts. BS-UniverSity of West Alabama (1999) Neil Gikas (LE Sales Manager): USArmy combatveteran. 3 + years in training and support of MILO Range simulation systems. Experienced with contractlaccountmanagementand compliance. MILO Range staff membersince2013. BS-Eastern Michigan University (2009) Jason Lantis (Production Manager): Company production manager. Responsible for system manufacturing, compliance, system integration, testing, and product delivery. MILO Range staff member since 2006. BA-Ferris State UniverSity (1998) Ryan Schatzberg (Training Manager): USArmycombatveteran. Companysystem and producttraining manager. Has trained law enforcement agencies on operation olthe MILO Range simulation systems in his 8+ years of experience. MILO Range staff member since 2008. Ian Patrick (Support Manager): USArmy combatveteran. Companyservice managerresponsibleforall service related issues worldwide. Hasover 10+year experience in IT support and customer service. MILO Range staff member since 2012. 7. Provide resumes, if available with job descriptions and other detailed qualification information on all key personnel who will be assigned to this project, including any key personnel of subcontractors. Answer: Not Available-please see information listed in question #6. Note: After proposal submission, but prior to the award of any contract issued as a result of this Solicitation, the Proposer has a continuing obligation to advise the County of any changes, intended or otherwise, to the key personnel identified in its proposal. Proposed Approach to Providing the Services 8. Describe Proposer's ProjectManagementmethodologyand recommended strategies in performing the services described in the Scope of Services of this solicitation. The Proposer shall describe its approach to project organization and management, to include the various stages and milestones, change of scope management, BidSync p.18 211412017 Miami~Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 implementation and training strategies, responsibil[ies of Proposer's management, and necessary Proposer and Countystafflng. Answer: MILO Range Training Systems uses a well formatted milestone-based work flow template to accomplish all Scope of Work required tasks. These are identified during the order review process, and managed by the project manager. In addition, MILO Range Training Systems is an ISO 9001 :2008 certified company, and our internal contract compliance and control processes follow the approved ISO SOW work-flow and completion processes. 9. Provide a detailed explanation on the approach to maintenance serlices. Including but not limited to the Proposer's policy regarding new software releases, software upgrades, updates, patches, bug fixes, optional software features, etc. Specify which are included as part of the Proposer Simulator. Include approximate frequency at which updates and/or upgrades are released as well as the method fordeplo~ng such updates and/or upgrades. Answer: Telephone/Email Support Standard, Bronze and expired warranty customers are entitled to 24x7telephonesupportbydialing 1-800-344- 1707 or emailingsupport@milorange.com. Software & Scenario Updates Customers are entitled to software updates and new scenarios atno cost and at any time, provided the system hardware supports those updates and scenarios. Software updates typically resolve reported issues and increase system performance characteristics. Software upgrades,defined as software releases containing new features or major version changes, may not be included. MILO Range Training Systems regularly releases 12- 15 new scenarios per quarter, which can be obtained by calling oremailing the company 10. Provide a detailed description afProposer's technical support serlices including telephone and. email support, response times, escalation procedures, days and hours available, etc. Answer: Technical Support (2417 supportwithinan hour of notification for afterhours/8 a.m.-S p.m. EST normal business hours for immediate support-excluding US Holidays): 1.800.344.1707/ support@milorange.com If you encounter a problem with your system, and you have exhausted your trouble-shooting guide and training tips, please use the procedure below to obtain productsupportfrom MILO Range Training Systems(MRTS): 1. Locateyourwarranty certificate and note your service number. a. A printed copyofthe warranty certificate was included with the original system shipment. In addition the document can be found electronicallyon the desktop of your system. b. If you cannotfind your warranty certificate, please note the serial numberon the back of your system before calling MRTS. 2. Call M RT S Technical Support at 1-800-344-1707. Please have your name, the name of the departmentthat owns the system, a call back phone number, and the warranty serlice numberreadywhen you call. 3. Describe the problem you are having to and include any steps you may have already taken to diagnose or solve the problem. Depot Repairs Needed If it is determined that your system or equipmentrequiresshipmentto MRTS for repair, please follow these steps: BidSync p.19 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No_ EPP-RFP00485 1.lf your warranty covers the cost of shipping one or both ways, MRTSwili also issue you the necessary shipping account information to send the computerto MRTSatno costlo you. 2. Packthe faulty system componentand ship ilto: MILO Range TrainingSystems 1229 Oak Valley Drive Ann Arbor, MI48108 ATTN:Technical Support RMA# (enter service number here) 3. Insure the shipmentfor no less than $5000 USD. MRT Swill do the same upon return shipmenlto you. 4. Please use the service numberon your warranty certificate as the RMAnumberand write it clearlyon the outside of the shipment. Local Repair Provision If your warranty provides for an allowance to have system repairs or replacement components to be provided by a local vendor, ratherthan MRTS, please getauthorization from MRT S Technical Support prior to obtaining local support services or replacement components. Technical Site Visit If your system is covered under the manufacturer's original warranty plan, an extended warranty program, orby a contractual commitment, then the MRT S Supportmanagermaydetermine thatatechnical sitevisilto observe, diagnose and repair any reported problems maybe scheduled with the prime contractholderand/orthe local end-userto repairproblemson site. Loaner System If your warranty provides for a loaner system while your system is being repaired, please inform MRT S of the need and a system will be provided. Please call before 3pm EST for overnight delivery, if required. 11. Provide a detailed description of the Simulator's warranty options inclusive of all device offerings, warranty inclusions, exclusions, and applicable costs. Answer: PURPOSE Theterms stated in this documentidentifyand govern the customer and technical support provided by MILO Range T raining Systems during the warranty period. Any fees to be paid by the customer for services rendered underthis warranty are determined althe timeof system order or additional warranty plan purchase. COVERAGE .AJI MILO Range provided hardware comprising a single MILO Range Simulatoris included underthiswarranty . .AJI MILO Range software componentsthatare specified underthe Simulator purchase contractarecovered in full during the specified warrantyperiod. New hardware or software assemblies which are acquired from and installed byMILO Range after the initial purchase olthe Simulator are made a part of the Simulator, and will be automaticallycovered underthe terms of the warranty, unless otherwise noted. Hardware or software not acquired and installed by MILO Range is not covered underthis agreement and is specificallyprohibited. The customer may receive software updates, upgrades and version modifications for changes made to the software sold with the Simulator. Software updates and upgrades which do not address original Simulator specifications are not included under this warranty. BidSync p.20 2/14/2017 Miami·Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 Thewarrantydoes not cover normal wear and tear or consumables. These would include, but are not limited to, scratches on screens, minor luminositychanges in monitors or projectors, stuck or burnt pixels on monitors or cameras, projector or instrument panel bulbs, batteries, printersupplies, etc. NON-WARRANTY SERVICE FEES All costs which fall outside of the scope of the warranty shall be payable at then currenttime and material rates plus per diem and travel expenses as determined based on an accepted quote from the MILO Rangecustomer support manager. PHONE AND REMOTESUPPORT During the term of the warranty, MILO Range provides unlimited telephone support as the primary method for identifying and resolving hardwareor software problems. During a phone support call, a MILO Range Service Representative maydirecta customer to perform an operation on the equipmentto aid in further diagnosis or repair of the Simulator. In addition, MILO Range mayprovide remote control support by connecting to the Simulatorvia internetor modem, to diagnose and/or resolve a service issue remotely. MILO RANGE remote control support is aveilable Monday through Fridayfrom 9 am to 5 PM EDT, excluding US holidays. After hours telephone support is available 24fT (excluding US holidays) by calling MILO Customer support at +1.800.344.1707 or reaching us on the web at support@milorange.com. Should a MILO Range SeNice Representative determine that the issue cannot be resolved though telephone or remote control support, a depot repair may be arranged. It is within MILO Range's sole discretion to determ ine whether depot level repair is necessary. 12. Describe the process the Proposer will follow to install/implement the Simulator, including roles and responsibilities of the Proposer and the County. Answer: A MILO Range installation team will schedule the installation atthe customer'ssite after the system has shipped. The installation team will setup all of the systems components with minimal to no assistance from Countystaff, unless needed to facilitate the use of the system (responsibilities of customer examples-supply standard power outlets, cover windows, etc.). The installation team will present the customer with the room speCifications needed prior to their arrival in order for the system to fit and work correctly. Please review "MILO Range Theater Room Specs Floor Plans" for detailed information and diagrams. 13. Provide a detailed description of training that is offered as part of the Proposal to the Countyfor MDPD users. Provide recommended numberoftraining hours, as well as any other type of training, including, but not limited to on-line tutorials, web seminar training, training documentation, etc. Answer: MILO Range training for the Theater 180 system and accessories consists of 24 hours of instruction at the customers site, broken down into three eight hour days. It will be performed using the following syllabus: Course Syllabus Training Day 1 0800-1000: System hardware oveNiew of all components 1000-1200: Setup of system and components for training BidSync p.21 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL 1200-1300: Lunch 1300-1500: System operation overview 1500-1700: System operation practice Training Day2 0800-1000: Course Designeroverview and filming 1000-1200: Create basic lesson scenario in Course Designer 1200-1300: Lunch 1300-1500: Create advenced lesson scenario in Course Designer 1500-1700: Practice operating system with newly created scenarios Training Day 3 0800-1000: Setup of system and components for training 1000-1200: System operation practice 1200-1300: Lunch 1300-1530: COF overview and creation 1530-1700: System updates overview and maintenance overview "Times are subject to change per class" Refresher Trainin 9 RFP No. EPP-RFP00485 Customers are entitled to refresher training courses at no costatthe company headquarters in Ann Arbor, MI. Customers also have access to digital training materials (manuals, videos) on the system to stay currentand self-train to stay proficient. Proposed timeline for complete Solution Implementation 14. Provide a detailed timeline for compete Simulator Implementation, including completion of all customization, configuration, integration, training, testing, and Final System Acceptance. Answer: Schedule forT ask Completion: Week's 1-2 Week 3 Week's 4-6 Week's 7-10 Week 11 Contract Received and Processed Order Review and Compliance Orders System ordering, Production orders System build, QA Testing, Packing System Shipped/Delivered Installation will be scheduled after system has shipped based on customersaveilability. CustomerTraining at agency location byMILO Rangetraining staffTBD by Miami-Dade Police Department designated staff aveilabilityand calendar. During this time customer will sign off for Final System Acceptance. MILO Range can adjust its schedule to shorten task completion cycle if needed by agency under certain conditions. Standard Terms and Conditions are Delivery 90 days ARO. General Solution Functionality 15. Provide a complete description olthe proposed Simulator that is capable of meeting the functionality outlined in Section 2.4. Description should include the Simulator's capabilities, and product information and specification sheets. BidSync p.22 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 Answer: The proposed MILO Range Theater 180 System is an interactivelJideo and graphics training simulation system, consisting ofa life-size IJideo projection screen arranged in a surrounding semi-hexagon configuration, used to promote decision and action from students by displaying IJideo scenes or graphical targets and responding to the studenfs use of verbalization, tactics and simulated weapons. T he system responds to students weapon use based upon the weapon type, timing and shot location relative to a target. Instructors are also able to affect the outcome of scenarios by selecting alternate branches based on their assessment of the students overall performance and/ortheir use of verbal and tactical skills. The system further prolJides computer-based graphics applications for lane-based and full-screen animated graphics exercises that incorporate judgment, marksmanship and tactical skills. The proposed system shall be the MILO Range Theater 180 Firearms and Use of Force -Crificallncident Training System arranged in a semi-hexagon shaped design for full situational awareness training-front and . side threats utilizing rear projection for use during close proximity scenario interaction. Note: See MILO Range Theater 180 System proposal for specifications and pricing. 16. Describe the proposed Simulator's configuration and training enlJironment. Include a detailed description of the projection screens, sound system, tracking cameras, and footprint. Answer: Req u i red System Camp onents The system shall include all necessaryhardwareto implement and enable all features described underthe "Required System Characteristics" The system shall include the following components: • 1 QTYBorderless projection screen solution setup to create a 3-screen-surfacesemi-hexarrangementwith 120 degree internal angle of deflection from each screen to the next. Each screen surface shall be at least 120in (205cm)wide and 72in (190cm) high • 3 QTYHigh Definition Video Projectors each with: -1280x720 native resolution or higher -Short T hrowconfigurafion to fill the supplied projection screens at-7' distance from screen -Minimum2500 lumens -HDMlorDVI input • 3 QTYDetection Systems each with: -Dedicated camera for laser weapon detection -Dedicated camera forflashlightdetection -Included mounting equipmentforcamera system • 3 QTYSound system each with: -2.0 speaker configuration (6.0 total surround sound) -Minimum 100 watts -Adequate speakerwirefor fixed installation • Additionallnstructor/Operator'sstation equipmentshall include: -1QTYRackmountcabineton wheels with enough rackspacefor all rackmountconfigured computers, audio mixers and amplifiers, power distributors, exhaustfans, patch panels, signal extenders, peripheral delJices, and any other required rack mountsystem components -1 QTYmiscellaneous peripherals to include KVM switch to allow control of all rackmountcomputers in the system with a single keyboard and mouse -1 QTYaudio mixer and set of speakers that plays all audioto the instructor's desk -1 QTY21" or greater LCD screen monitorwith 1920x1080 resolution forKVM lJiew BidSync p.23 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 -1 QTYdesk of suitable size and design for customer location and required system equipment -All required cabling and mountsforfixed installation of all equipment Note: Please see MILO Range Theater Room Specs Floor Plans for diagram. 17. Explain in detail the Simulator's video and audio recording capabilities, for both evaluation and statistical purposes. Answer: Trainee Action Capture (TAC) with Picture-in-Picture VideolAudio Debrief Feature The MILO Range Theater 180 System is capable olaudio and color video capture in wide-angle HD video olthe trainee's actions during a scenario for immediate (or later) debriefing and review. 18. Describe in detail how many officers and devices can be tracked at one-time in the training environment and the mechanisms used to track these officers. Answer: T he MILO Range Theater 180 System is capable oldetecting 8 different laser devices lor use during the live-film scenarios and is capable of having 8 trainees participate during it as well. T he system can support up to 12 lanes in the firing range application, allowing the user to run pistol, rifle and shotgun qualification courses. 19. Describe in detail the Simulator's return fire technology. List any additional devices that will be needed for this option and how it interacts with the trainee. Answer: The Return Fire-Shootback system allows instructor tracking 01 trainees and electronic fire 016mm pellets to simulate hostile fire to reinforce tactical concepts such as cover and movement during scenarios. Simulator Software Functionality 20. Describe in detail the computer hardware specifications that are required to ensure a lullyfunctional Simulator. Answer: • Rackmountcomputerwith: -Intel Core i7 Quad Processor2.4Ghzor higher -8GB accessible system memory(operating system must be 64 bit) -nVidia or ATI dual-head video display adapter with minimum 1 GB on-board memory -Minimum 011 qly ITB (1 ,000 GB) internal hard drive -2.0 & 5.1 capable sound card -10/100/1000 wired internal network adapter -CD/DVD RW& Blu-rayoptical disc drive -Includes USB2.0 and USB 3.0 connections • All-in-One computerwith: -Intel Core i5 Quad Processor2.4Ghzor higher -8GB accessible system memory(operating system must be 64 bit) -nVidia or AT I dual-head videodisplayadapterwith minimum 1GB on-board memory -21" or greater LCD touchscreen bum-in -Minimum 011 qly ITB (1 ,000 GB) internal hard drive BidSync p.24 Z/14/Z017 Miami-Dade County EPPRFP-00485 Miami·Dade County, FL ·2.0 capable sound card ·10/100/1000 wired internal network adapter ·CD/DVD optcal disc drive ·Include USB2.0 and USB 3.0 connections RFP No. EPP·RFP00485 21. Describe the proposed Simulator's user interface. Description should include the different modules available within the software and screenshots. Answer: • General software requirements ·Operateson a MicrosoftWindowsoperating system (Windows 10) ·Includes Microsoft Office 20 13 suite or better ·includes complete system backup and recovery software ·Includes vendor provided simulation training software ·Includes vendor provided scenario design software 22. Describe the software's ability to customize existing scenarios and its ability to create new scenarios .. Answer: Course Designer Program Feature T he Course Designer Program is an editing software program that can be used to create lessons, tests and presentations for classrooms, auditoriums, and training rooms or for one on one instruction. Allows the userto utilize both high definition dig ital video and computer graphics capabilities to create fully interactive training videos and/or graphics based training environments. Customercan also create custom HD, multi-screen scenarios. Includes HD Camera for scenario filming. 23. Describe the options that are available to the instructor in regards to controlling the training environment (Le. escalate/deescalate scenario outcomes, environmental controls, weapon jamming capabilities, etc.) Answer: The MILO Range Theater 180 System contains 800+ single-screen scenarios and 70+ 3-screen scenarios which are multi-branching forescalation and de-escalation training. T his gives the instructor the option of choosing the outcome for all of the scenarios they utilize for their training, based on training objectives and trainee action or performance. With the addition olthe MILO Kinectsystem, trainees are able to umize punches, kicks, baton strikes and verbal commands during the Kinectscenarios, along with theirlaserbased weapons and flashlights. T he instructor also has manual controls in the software to selectthe use of a punch, kick or baton strike by the trainee. With the laser based Glock 17 recoil kits, they have a lock-back feature to show weapons are out of ammunition or malfunctioned, which is set by the instructors prior to training. The instructor also has manual controls with the software during the scenario to load and force-fail any weapon being utilized. In addition to the instructor controls with the branching of the scenarios and controlling the trainee's weapons with the software, the instructor at any time can incorporate over 160 pre-loaded sound effects during a scenario to distract them. T heyalso have the options in the software with the CG I scenarios to select different background, weather and visibilitysettings. 24. Describe the types of biological data that the Simulator will be able to monitor such as heart rate, stress levels, etc. Answer: MILO Range Biofeedback Device Feature BidSync p.Z5 2/14/2017 Miami-Dade County EPPRFP-00485 Miami·Dade County, FL RFP No. EPP·RFP00485 Monitors trainee's heart rate and transposes biometric data into graphical form for analysis during debrief on system. 25. Please describe the Simulator's Instructor debrief capabilities. The description should include the types of data that is available to the instructor and how this information is shared with the trainee. Answer: The instructor has the following options available during debrief through the software: • PIP preview of scenario and trainees with video/audio playback on systems screens and instructor monitor. • Shot by shot preview selection to show where, when and which trainee fired in both scenario and PIP preview (including shotcountperweapon for each trainee) on systems screens and instructor monitor. • Frame byframe preview selection in both scenario and PIP preview on systems screens and instructor monitor. • Report writing for each trainee or trainee lineup available during debrief on instructor monitor with the ability to show on system screens. • Drawing effects available to instructorto show certain areas and or points in scenario during debrief on systems screens and instructor monitor. • Graphical date available from heartrate monitors preview during debrief on systems screens and instructor monitor. 26. Describe how the data recorded during thetraining sessions is saved, and how this information can be pulled for later use. Answer: Statistics and Management Feature Allows the user to create and manipulate the trainee performance database information as to create individual and/or group statistics using relevant filtering criteria. Instructors have the ability to create specific lesson reports, shot reports and user reports that can be saved on the system directly or on external devices. 27. Describethe Simulator'S ability to upload departmental policydocumenlation, images, and videos of use during the debrief process or classroom setting. Answer: Knowledge Base Feature This feature allows the user to upload any document, image or video to aid in training before, during and after the scenario has been presented to the trainees. This feature is manually selected by the instructor and allows the documents, picture and videos to be categorized for easy navigation. Types of Scenarios 28. Describe the types of simulated scenarios that will be made available to MDPD and how they are developed. Answer: The MILO Range system provides a wide array of interactive, high definition training scenarios covering every category and training need for security, corrections, lawenforcementand militarymissions. Thevideo scenarios utilize true high definition video, in all resolutions and formats up to Full HD at 1920x1080. With true high definition video, trainees can more easily discern objects that may be threats, read facial expressions and gain better situational awareness with the increased field of view provided by"the 16x9, wide aspect ratio of the video. BidSync p.26 2/14/2017 Miami~Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 T he scenario content provided on the MILO Theater 180 System provides the instructor with over 800 single screen scenarios (which can also be played on all 3 screens in Theater-Wide mode) and over 70 different3 screen scenarios broken down in 24 folders. Every live filmed scenario iscapableofchangingthe light setting to a low-light or no-light scenario to be able to utilize different training settings and incorporate flashlights. The folders are the following: • 3D (for use with 3D glasses) • Active Shooter (hostage situations, ambushes, school scenarios included) • Armed Disturbances • Burglaries and Alarms • Casino Security • Concealed Carry • Customs & Border Protection • Disorderlyand Intoxicated • Domestic • Emotionally Disturbed Persons (mental health, suicidal situations, hostage situations included) • Fleeing Vehicle • Homeland Security • In Custody and Corrections • K-9 • Kinect (utilizing Kinect system for punches, kicks, baton strikes and verbal commands) • Patrol • PMC and Military • Probation and Parole • Skill Builders • Spanish Language • Special Operations • Traffic Stop • Transportation • Verbal Defense & Influence (for use of verbal de-escalation training, mental health scenarios) Along with the live filmed scenarios the MILO Range Theater 180 System offers the user over 75 different CGI scenarios for single and multi-screen use covering marksmanship, target identification and use offorce training. There is also a firing range application that allows trainees to shooton their departmenfs qualification courses that their instructors can create on the system. New scenarios are produced each year, and they are always free to compatible MILO Range Theater 180 Systems. With MILO Course DeSigner, new high definition video scenarios can be created in less than 60 minutes by any user using your own system and provided camera equipment. 29. Describe the various ways that a trainee can interact with a scenario (i.e. use-of-force, verbal commands, non- lethal response, etc.) Answer: T he main way the trainee interacts with the system is with the utilization of their laser based weapons, lethal and non-lethal orwith their flashlights. At certain points in scenarios when a trainee utilizes a weapon to neutralize a threat while using the appropriate level of force, a scenario will then branch to the corresponding scene to reflect that. When a trainee uses theirflashlightthat part of the screen in which itis pOinted at will illuminate, allowing BidSync p.27 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 them to train with that tool whether it's a handheld or rail-mounted flashlight. ltis up to the trainee and what level of force they utilize (lethal/non-lethal) that makes the scenario branch to the corresponding scene. With the addition of the MILO Kinect system, trainees are able to utilize punches, kicks, baton strikes and verbal commands during the Kinectscenarios without the need for an instructor, along with their laser based weapons and flashlights. In select CGI scenarios, trainees are able to change the scenarios point of view with their movement in the scenario to interact with the different areas (example-student crouches and the scene pans upward or the student moves sideways and the scene pans left or right). 30. Describe in full detail the types of scenarios and training available for the Taser X2 Conductive Electrical Weapon. The description should include all of the Taser X2 Simulator system components and a detailed explanation on how the Simulator interacts with all of the Taser X2 unique features such as the Warning Arc, Dual Lasers, Cartridge Deployment, Additional Cycles, and Backup Shot. Answer: The MILO Range Theater 180 System supports multiple ECD weapons including the T ASER X2, X26, X26P and M26 simulation weapons with removable cartridges and accurate simulation of pin spread. The X2 T ASER Laser Weapon in this proposal comes standard with two (2) dual-laser cartridges with 7 degree separation for reloading drills. For every liva filmed scenario that has a Taser branching scene, the trainee is able to deploy and use one to interact with the subjects on the screen for de-escalation or neutralizetion. T he student has the capabililyofdeplo~ng both cartridges during a scenario due to the system tracking and knowing the amountof cartridges for the T ASER X2. The instructor has the option of using the scenario branching options iftheyfeel the scenario should go to a compliance branch due to the trainee's actions from deplo~ng the T ASER. 31. Describe the different types of skill builder drills that will be made available to MDPD. Answer: The MILO Range Theater 180 System offers the user over 75 different CGI scenarios forsingle and multi-screen use covering marksmanship, target identification and use offorce training. Types of Simulated Weapons 32. Describe the types of lethal weapons that are supported by the Simulator and how these weapons interact with the Simulator. Answer: The MILO Range Theater 180 System is unique in that itcan support up to 8 wireless laserweapons ata time in the live filmed scenarios, and an unlimited amountin the CGI based scenarios/firing range application. For use of force training, this capabililyallows trainees to participate in interactive training with all the same force options they have available in the field, allowing an unguided judgment decision. The MILO Range Theater 180 System supports the most popular handguns, rifles and less-lethal weapons available. With a full range of un tethered Dryfire and recoil weapon solutions, trainees can train with the same weapons they use in the field. The weapons interact with the scenarios from the IR signature that is given off by the laser and is detected by the hit-detection system. T his then triggers a scenario to branch if it is detected in the correct hit-zone built in that scenario for that weapon type (example-lethal shot triggers a d~ng or wounding scene). 33. Describe how the recoil kits operate in pistol, rifle, and shotgun type weapons. Answer: BidSync p.28 2/14/2017 Miami~Dade County EPPRFP-00485 Miami·Dade County, FL RFP No. EPp·RFP00485 WRK drop·in recoil kits are designed to work in a real firearm byreplacing certain internal components (Glock 17·barrel, trigger block, magazines / AR·15-bolt carrier group, magazines) of the real firearm, without any permanent modification to simulate the recoil felt by that weapon. The recoil kit can be installed and removed in a few minutes. Recoil kits utilize 12g C02 compressed gasc~inders in the magazine of the weapon and can be refillable with the refill station. The WRKrecoil shotgun included in this proposal is a fully integrated (permanenQ recoil kit included with the weapon that utilizes a hand·held charger to refill the C02 for the simulated recoil effect. 34. Describe the types of non· lethal weapons that are supported by the Simulator and how these weapons interact with the Simulator. Answer: In addition to firearms training, the MILO Range Theater 180 System supports a wide array of less lethal weapons including ECD, chemical and projectile based devices. k; with firearms, the less·lethal simulation weapons provide real experience in a safe and effective environment. • The system supports multiple ECD weapons including TASER )(2, )(26, )(26P and M26 simulation weapons with removable cartridges and accurate simulation of pin spread. • Thesystem supports multiple OC laser devices including thumb and trigger activated models typical of the MK3 canister. • Thesystem supports a variety of less lethal projectile systems including PepperBall, FN 303, beanbag shotgun rounds and 37/40mm canister launchers. • The system supports baton useor trainee strike via manual instructor indication, allowing the system to branch to an appropriate response. With the optional MILO Range with Microsoft™ Kinectfeature, the system can automatically respond to baton use and strikes without instructor indication. The weapons interact with the scenarios from the IR signature that is given off by the laser and is detected by the hit·detection system. T his then triggers a scenario to branch if it is detected in the correct hit·zone built in that scenario for that weapon type (example-non-lethal shot triggers an OC reaction or T ASER reaction scene). 35. Describe the proposed Simulator'S Co2 refill station and all of the required components (I.e. Co2 tanks, nozzies, adapters plates, etc.), and how the refill process works. Answer: The purpose of the refill station is to provide a cost effective solution for end users that have a high IIJlume of use with recoil kits. By having a refill station, the end user can utilize their recoil weaponswithoulthe expense of having to replace the disposable 12gram C02 cartridges. The refill station works by inserting a magazine into the appropriate sled (Glock 17 / AR-15) and pressing down on the lever for 5-10 seconds to allow the flow of C02 into the magazine. This then fills the magazine up with C02 for it to be utilized in the recoil kit. The following components are used: • Sled • Braided Hose • Cradle • C02 Tank (Dip Tube type) 36. Provide a description of anything (functionality, software customizations, equipment, etc.) not identified in the RFP that will be required to make the Proposed Simulator meet the Scope of Services. Additionally, please describe any optional device components, software modules, and/or recommendations to maximize the use of the Simulator. BidSync p.29 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 Answer: With the optional addition of the MILO Kinect system, trainees are able to utilize punches, kicks, baton strikes and verbal commands during the Kinectscenarios without the need for an instructor, along with their laser based weapons and flashlights. In select CGI scenarios, trainees are able to change the scenarios point of view with their mOlement in the scenario to interact with the different areas (example-student crouches and the scene pans upward or the student moves sideways and the scene pans left or right). The Kinectfeature is a valued addition to the MILO Range Theater 180 System that enhances the immersion into the scenarios for the trainees, and is only available with MILO Range Training Systems. Anotherfeature only available with our company is the recoil shotgun, which gives the trainees a realistic recoil effect as opposed to our competitor's dry-fire option. Being able to incorporate these two options allows for your trainees to actually"train like you fight," which will only increase their performance and confidence. The MILO Range Theater180 System is also capable of being upgraded to a 300 System, along with being able to tie in the LE1000 Driving Simulator for synchronized training of pursuit and use of force scenarios. MILO Range T raining Systems is the only company able to provide those distinct features. 37. Identify if Proposer has taken any exception to the terms of this Solicitation. If so, indicate what alternative is being offered and the cost implications olthe exceptions (s). Answer: Exception in regards to Section 2.4: a) The MILO Range Theater 180 System utilizes rear projection HD projectors in order for the trainees to be able to close in on subjects/targets withoutthe shadowing effect for a realistic training experience. T his allows the trainees pure freedom ofmolementduring the scenario in order for them to realistically engage in nearifar subjects/targets. With front projection projectors trainees who get too close to the screen will block the image resulting in an unrealistic experience during the scenario. b) The MILO Range Theater 180 Systems screens are angled to accommodate the maximum amount of shooters during a qualification course. Thatwayyou can run a department's pistol, rifle or shotgun qualification course while still maximizing the effectilenessof the course. The systems screens are semi-permanent and it is highly recommended to not move any type of simulators screens, due to the factthatthis can throw off the hit- detection systems and projected image. Also, with the screens not moving the system requires less of a footprint in the training area. BidSync p. 30 Mlami"Dade County EPPRFP"00485 MILO RANGE THEATER -Recommended Training Room Specifications Room Dimensions Minimum room dimensions are to support projection screens and instructor desk. THEATER 180 THEATER 300 Minimum Room Size 23ft (7m) x 20ft (6.1m) 23ft (7m) x 27ft (8.3m) Recommended Room Size 35ft (1O.6m) x 30ft (9.1m) 35ft (1O.6m) x 35ft (1O.6m) Minimum Ceiling Height 9ft (2.75m) Ceiling • Higher ceilings are OK, but we need to know actual height in order to provide appropriate mounting equipment for the projector and camera box. • Drop"tile ceilings and solid surface ceiling are OK, but we need to know actual material in order to provide appropriate mounting equipment for the projector and camera box. Flooring • Recommend carpet or dull (not high polish) hard surface floor. • Avoid rooms with steps or other obstacles (for trainee safety). Lighting • Rooms without windows are preferred, otherwise, plan to put light"blocking shades on the windows to avoid external light from affecting projection image quality or hit detection system. • Avoid use of halogen and incandescent lights. • Fluorescent lights are OK, but recommend to design lights from projector to projection screen to be able to be turned off separately from other slights. Environmental • Rooms without windows are preferred, otherwise plan to put light"blocking shades on the windows to reduce/prevent external light. • Room should be heated/cooled as a typical office room to avoid system equipment damage, and should be protected from direct water (rain). • It is recommended to have a dehumidifier running in extremely humid areas. Power • Room should have at least 2 dedicated 20A/ll0v or 13A/220v circuits for the system equipment, in addition to room lighting and HVAC. Furniture • The only furniture required in the room is a desk & chair for the instructor. Other furniture may need to be removed to provide adequate training space. www.milorange.com 2(14(2017 BidSync p.31 Miami-Dade County FAAC Incorporated 1229 Oak Valley Drive Ann Arbor, MI48108 www.milorange.com MILO Range Theater 180 Layout Options All dimensions are minimum recommended dimensions required for basic system equipment only. Additional space may be required for trainees, peripheral equipment and service access. STANDARD CONFIGURATION Screen Size 10' x 6' 5" Rear Projection -Floor Mounted Standard HD: 1280x800, 2500 lumens ULTRA COMPACT CONFIGURATION Screen Size 10' x 6' 5" Rear Projection -Pole Mounted Standard HD: 1280x800, 2500 lumens Alternate configuration is subject to market availability of compatible projectors. 2/14/2017 BidSync 30ft. (9.1m) /}~ ~// i ~~~ .. / : , , , , , , , , , , , , , , , , , , '~~ 20ft. (8.1m) EPPRFP-00485 ';'E "' .... N_ p.32 Miami-Dade County FMC Incorporated 1229 Oak Valley Drive Ann Arbor, MI48108 www.milorange.com MILO Range Theater 300 Layout Options All dimensions are minimum recommended dimensions required for basic system equipment only. Additional space may be required for trainees, paripheral equipment and service access. STANDARD CONFIGURATION Screen Size 10' x 6' 5" Rear Projection -Floor Mounted Standard HD: 1280x800, 2500 lumens ULTRA COMPACT CONFIGURATION Screen Size 10' x 6' 5" Rear Projection -Pole Mounted Standard HD: 1280x800, 2500 lumens Alternate configuration is subject to market availability of compatible projectors. 2/14/2017 BidSync , , , , , : , , , , , ~/ 35ft. (10.8m) /~~ ~~~~ \ --, /~~/ \ 27ft. (8.3m) , , , , , , , , , , , , , , , , , , , '~ EPPRFP-00485 p.33 Miami-Dade County EPPRFP-00485 MIAMI .• IiJol!lbll iiii' Miami,[}ade C!)unty pro~Ul'i!mentManagerrierd.SerVjc~ Proposal SlIbmlttatForm 111NW l.;t$Ir~;.t,S~itei~Oi), r;.,1~illl. FL3~i28 Solicitation No. EPPRFP-00485 Solicitation Title: Law Enforcement Specialized Training Simulator Legal Company Name (include d/b/a if applicable): Federal Tax Identification Number: FAAC Incorporated 38-2690218 If Corporation -Date Incorporated/Organized: State Incorporated/Organized: 8/11/1986 MI Company Operating Address: City State Zip Code 1229 Oak Valley Dr. Ann Arbor MI 48108 company Gontact Person: Email Address: Neil Gikas neil.gikas@milorange.com Phone Number Fax Number Company's Internet Web Address: (include area code): (include area code): (8001344·1707 U34) 531-4002 www.milorange.com Pursuant to Miami-Dade County Ordinance 94-34, any individual, corporation, partnership, joint venture or other legal entity having an officer, director, or executive who has been convicted of a felony during Ihe past len (10) years shall disclose this information prior to entering into a conlract with or receiving funding from the County. I] Place a check mark here only if Proposer has such conviction to disclose to comply with this requirement. LOCAL PREFERENCE CERTIFICATION: For the purpose of this certification, a "local business" is a business located within the limits of Miami-Dade County (or Broward County in accordance with the Interlocal Agreement between the two counties) that has a valid Local Business Tax Receipt, issued by Miami-Dade County; has a physical business address located with'In the I"Imits of Miami-Dade County from which business is performed; and contributes to the economic development of the community in a verifiable and measurable way. This may include, but not be limited to, the retention and expansion of employment opportunities and the support and increase to the County's tax base. I] Place a check mark here only if affirming Proposer meets requirements for Local Preference. Failure to complete this certification at this time (by checking Ihe box above) may render the vendor ineligible for Local Preference I,OQAL QERIIEI!;[111~n;RAN BUSINESS E~I~B~BIS!; QEBTIFICATION; A Local Certified Veteran Business Enterprise is a firm that is (a) a local business pursuant to Section 2-8.5 of the Code of Miami-Dade County and (b) prior to proposal submission is certified by the State of Florida Department of Management SeNices as a veteran business enterprise pursuant to Section 295.187 of the Flonda Statutes. I] Place a check mark here only if affirming Proposer is a Local Certified Veleran Business Enterprise. A copy of the certification must be submitted with this proposal. SMALL 6,USINESS, ENr~Bf'.RISE CONTRACT MEAS,URES (Jf A~~licablel A Small Business Enterprise (SBE) must be certified by Small Business Development for the type of goods and/or seNices the Proposer provides in accordance with the applicable Commodity Code(s) for this Solicitation. For certification information contact Small Business Development at (305) 375-3111 or access http://www.miamidade.govlsmallbusiness/certification-programs.asp. The SBE must be certified by proposal submission deadline, at contract award, and for the duration of the contract to remain eligible for the preference. Firms that graduate from the SBE program during the contract may remain on the contract. Is your firm a Miami-Dade County Certified Small Business Enterprise? Yes 0 No 0 If yes, please provide your Certification Number: 2/14/2017 BidSync p.34 Miami-Dade County EPPRFP-00485 SCRUTINIZED COMPLlrilES WITH ACTIVITIES IN S.!lPdri LIST OR THE SCRUTINIZED QOMPANIES WITH ACTIVITIES IN THE IRAN PETROLEUM ENERGY SECTOR LIST: By executing this proposal through a duly authorized representative, the Proposer certifies that the Proposer is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, as those terms are used and defined in sections 287.135 and 215.473 of the Florida Statutes. In the event that the Proposer is unable to provide such certification but still seeks to be considered for award of this solicitation, the Proposer shall execute the proposal through a duly authorized representative and shall also initial this space:. In such event, the Proposer shall furnish together with its proposal response a duly executed wrilien explanation of the facts supporting any exception to the requirement for certification that it claims under Section 287.135 of the Florida Statutes. The Proposer agrees to cooperate fully with the County in any investigation undertaken by the County to determine whether the claimed exception would be applicable. The County shall have the right to terminate any contract resulting from this solicitation for default if the Proposer is found to have submitted a false certification or to have been placed on the Scrutinized Companies for Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. WAtVER OF CONFIDENTIALITY AND TRADE SECRET TREATMENT OF PROPOSAL The Proposer acknowledges and agrees that the submittal of the Proposal is governed by Florida's Government in the Sunshine Laws and Public Records Laws as set forth in Florida Statutes Section 286.011 and Florida Statutes Chapter 119. As such, all material submitted as part of, or in support of, the proposal will be available for public inspection after opening of proposals and may be considered by the County or a selection committee in public. B~ submitting a grogosat gursuant!o this solicitation, ~ou agree that all such materiats ma~ be considered to be gublic records. The Progo~§r ~hall Dot submit anx information in r~~gonse to this Solicita!iQD which Ihe Progoser considers to be a trade secret, groDrietarv or confidential. In the event that the Proposal contains a claim that all or a portion of the Proposal submitted contains confidential, proprietary or trade secret information, the Proposer, by signing below, knowingly and expressly waives all claims made that the Proposal, or any part thereof no matter how indicated, is confidential, proprietary or a trade secret and authorizes the County to release such information to the public for any reason. Acknowledament of Waiver: Proposer's Authorized Representative's Signature: Date Neil Gikas 218/2017 Type or Print Name Neil Gikas Type or Print Title Eastern US Law Enforcement Sales Manager The submittal of a proposal by a Proposer will be considered a good faith commitment by the Proposer to negotiate a contract with the County in substantially similar terms to the proposal offered and, if successful in the process set forth in this Solicitation and subject to its conditions, to enter into a contract substantially in the terms herein. Proposer's Authorized Representative's Signature: Date Neil Gikas 218/2017 Type or Print Name Neil Gikas Type or Print Title Eastern US Law Enforcement Manager 2114/2017 BidSync p.35 Miami~Dade County 1 FAIR SUBCONTRACTING PRACTICES In compliance with Miami-Dade County Code Section 2-8_8, the Bidder/Proposer shall submit with the proposal a detailed statement of its poliCies and procedures (use separate sheet if necessary) for awarding subcontractors_ 2114/2017 o NO SUBCONTRACTORS WILL BE UTILIZED FOR THIS CONTRACT Kurt A. Flosky Signature BidSync 218/2017 Date EPPRFP-00485 p.36 Miami-Dade County EPPRFP-00485 MIAMI'~ am" AFFIDAVIT OF MIAMI·DADE COUNTY LOBBYIST REGISTRATION FOR ORAL PRESENTATION (1) Solicitation Title: Law Enforcement Specialized Training Simulator Solicitation No.: EPPRFP-00485 (2) Department: Miami-Dade Police Department (3) Proposer's Name: Neil Gikas Address: 1229 Oak Valley Dr. Ann Arbor, MI Zip: 48108 Business Telephone: (800) 344-1707 E-Mail: neil.gikas@milorange.com (4) List All Members of the Presentation Team Who Will Be Participating in the Oral Presentation: Name Title Employed By Email Address Eastern US Law Neil Gikas Enforcement Sales FAAC Incorporated neil.gikas@milorange.com Manager (ATTACH ADDITIONAL SHEETS IF NECESSARY) The individuals named above are Registered and the Registration Fee is DQ!. required for the Oral Presentation ONLY. Any person who appears as a representative for an individual or firm for an oral presentation before a County certification, evaluation, selection, technical review or similar committee must be listed on an affidavit provided by the County. The affidavit shall be filed v.;th the Clerk of the Board at the time the response is submitted. The individual or firm must submit a revised affidavit for additional team members added after submittal of the proposal with the Clerk of the Board prior to the oral presentation. Any person not listed on the affidavit or revised affidavit may not participate in the oral presentation, unless he or she is registered with the Clerk's office and has paid all applicable fees.~ Other than for the oral presentation, Proposers who v.;sh to address the county commission. county board or county committee concerning any actions, decisions or recommendations of County personnel regarding this solicitation in accordance v.;th Section 2-11.1 (s) of the Code of Miami-Dade County MUST register with the Clerk of the Board and pay all applicable fees. I do solemnly swear that all the foregoing facts are true and correct and I have read or am familiar with the provisions of Section 2-11.1 (s) of the Code of Miami-Dade County as amended. Signature of Authorized Representative: Neil Gikas Title: Eastern US Law Enforcement Sales Manager STATE OF Michigan COUNTY OF Washtenaw The foregoing instrument was acknowledged before me this 08 February 2017, by FAAC Incorporated, a Corporation, who is personally known (Individual, Officer, Partner or Agent) (Sole Proprietor, Corporation or Partnership) to me or who has produced a Drivers License/did not take an oath. as identification and who did/did not take an oath. Kurt A. Flosky (Signature of person taking acknowledgement) 2/14/2017 BidSync p. 37 Miami-Dade County EPPRFP·00485 Kurt A. Flosky (Name of Acknowledger typed, printed or stamped) President (Title or Rank) (Serial Number, if any) 2/14/2017 BidSync p.38 Miami-Dade County EPPRFP-00485 MIAM .. D m:m SUBCONTRACTOR/SUPPLIER LISTING (Miami-Dade County Code Sections 2-8,1,2-8,8 and 10-34) Name of Bidder/Proposer: FAAC Incorporated FEIN No. 38-2690218 In accordance with Sections 2-8.1, 2-8.8 and 10.34 of the Miami -Dade County Code, this form must be submitted as a condition of award by all Bidders/Proposers on County contracts for purchase of upplies, materials or services, including professional services which involve expenditures of$1 00,000 or more, and all Proposers on County or Public Health Trust construction contracts which involve xpendilures of $100,000 or more. The Bidder/Proposer who is awarded this contract shall not change or substitute first tier subcontractors or direct suppliers or the portions of the contract work to be erformed or materials to be supplioo from those identified, except upon written approval of the County. The Bidder/Proposer should enter the word "NONE" under the appropriate heading of this form f no subcontractors or suppliers will be used on the contract and sign the form below. lin accordance with Ordinance No. 11-90, an entity contracting with the County shall report the race, gender and ethnic origin of the owners and employees of all first tier subcontractors/suppliers. thA' ' 0 '", " _~m th,lIh"" CO"'" ,,', .. , ,I,,", """;,h'",,I',h',,' 'h,' 'ImA 'hA ' ~h;:1\1 be obligated to exercise diligent efforts to obtain tbat information and provide ihe..same to the COimty nollaler than ten (10) dalffi after it becomes avaiiable...andJn_arty.av.ent prior to final pa)tment ,,"'A" IPlease duplicate this form If additional space Is needed.) Supplies! Principal Owner Employu{s) Business Materials! (Enter the number of male and female owners by race/ethnlclty) (Enter the number of male and female employees and the Name and Principal Services to be number of em 10 ees bv race/ethnlcltv\ Address of Owner Provided by Native Native First TIer Direct Supplier slanlPsclflc Amerlcanl slaniPaclflc Amerlcanl Supplier M F White Black Hispanic Islander Netlve 00" M F White Black Hispanic Islander Native ", Alaskan Alaskan Business Scope of Work Principal Owner Employee(s) Name and to be (Enter the number of male and female owners by racelathnlclty) (Enter the number of male end female employees and the Performed by number of emDlovees bv race/ethnl~lt~\ Address of Principal First Tier Owner Subcontractorl Native Native Subcontractor! Subconsultant M F White Black Hispanic slanlPaclflc American' Olh" M F White Black Hispanic slanlPaclflc American! Islander Native Islander Native ", Subconsullant Alaskan Alaskan -None EI Mark here If race, gender and ethnicity Information Is not available and will be provided at a later date. This data may be submitted to contracting department or on~lna!otha&n~tBusinessDevelopmell of the Internal Services Department at htlp:hwww.miamidade.govlbusinesslbusiness-development-contracts.asp. As acondilion offinal payment, Bldderlflroposer shall provide subcontractor information on the Subcontractor Payment Report Sub 200 form which can be found at htlp:ffMvw.mlamldade.govlbuslnessllibrarylformsfsubcontractors-payment.pdf. I certify that the representations contained in this Subcontractor/Supplier listing are to the best of my knowledge true and accurate. Neil Gikas Neil Gikas Signature of Bidder/Proposer Print Name 2/14/2017 Eastern US Law Enforcement Sales Manager Print Title BidSync 2{8/2017 0 •• p,39 Ti Training Bid Contact Kila Otte kila@titraining.com Ph 303-414-3555 Miami-Dade County Address 14998 W 6th Ave #500 Golden, CO 80401 EPPRFP-00485 Item # Line Item Notes Unit Price Qty/Unlt Attch Docs EPPRFP·00485-01-01 Please submit pricing Supplier on Pricing Form 2/14/2017 Product Code: First Offer - BidSync 11 each y y Supplier Total $0.00 p.40 Miami-Dade County TI Trammg Item: Please submit pricing on Pricing Form ProposerSubmissionPackage_02.09.2017 _Ti Responses_.docx EPP·RFP00485JORM1PriceProposaISchedule·complete.docx TL Screen Shots.pdf 2/14/2017 BidSync EPPRFP-00485 p.41 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 PROPOSER SUBMISSION PACKAGE Proposer's Experience and Past Performance 1. Describe the Proposer's company background, past performance and experience and state the number of years that the Proposer has been in existence, the current number of employees, and the primary markets served. Describe the key value-added features (products or services) that differentiate you from your competitors. Provide number of customers using the proposed software in State and Local Governrnent and geographic area covered. Ti Training Corp. (Ti), a Delaware S-Corporation headquartered in Golden, CO has been providing affordable Use of Force Simulation Training Labs to the law enforcement and public safety communities for the past 11 years. Ti's commitment to providing the best products at a reasonable price has made it a recognized world leader in interactive simulation training with over 1,250 customers worldwide, the largest of which is DHS/TSA with 30 systems. Ti is proud to have as customers the Georgia Public Safety Training Center, Chicago PD, NYPD, San Diego Detentions, Boston PD, California POST, the California Highway Patrol, and North Miami Beach PD, to name just a few. Ti currently has 27 employees. The true testament to the Ti products is the large number of customers that have traded in competitor's systems for the Ti technology. Recent examples include the Kentucky League of Cities, Tennessee Bureau of Investigation, and Phoenix Police Department. Each agency owned 3 late model systems from a competitor (9 systems total) and traded all those systems for what they deemed to be Ti's superior products/program. Ti has a proven record of providing excellent product and content at an affordable price, while keeping customer service its number one priority as evidenced by its 2417 phone customer support. One example of a typical, satisfied customer is Sgt. Brian Uhl, Springfield Township Police Department. Sgt. Uhl regularly retells the story of calling customer support at lOam ESTIEDT on a Sunday morning and reaching the Vice-President of Training who quickly resolved his issue. Ti partners with TASER International to produce the TASER Trainer and scenario content. Ti is the first and ONLY authorized distributor ofTASER Trainer simulation products and shares a patent on the X2 Simulation cartridge. This is the ONLY fully functional X2 simulation system that recognizes the difference between trigger pulls and ARC switch deployment and reacts accordingly. Over 140 TASER scenarios are standard on the Ti Use of Force Training Lab. Ti is the only simulator company that offers an easily configurable 3-screen ISO-degree simulator, The Training Lab-EX, that can transition from a ISO-degree wrap-around simulator to a flat 33-foot wide simulator in seconds with no recalibration necessary. Ti is the only simulation training company with a full-time video production staff and 2D-3D HD studio in- house. Filming is cinematic quality, Redl camera, 4K resolution, utilizing green screen technology. Ti is committed to providing real-life, multi-branching, law enforcement training scenarios with full force-options designed for both lethal and less-lethal weapons. Law enforcement subject matter experts are consulted and present during all videotaping to ensure that training objectives are met. Special effects are added in post-production to include explosions, blood splatter, etc., to further enhance the real-life experience. With the purchase of a Ti Training product the partnership begins. Ti does not want to just sell a product. Ti wants to work with Miami-Dade PD and provide a program that fits your needs exactly. In that regard, Ti provides free batteries and seals for lasers, free 2417 phone support and free scenario updates (average 15-20 semi-annually), for the life of the system, not just during warranty period. Additionally, Ti Training products are built with the latest technology and with commercially-off-the-shelf components, enabling the Miami-Dade PD IT department to be able to service the system if out of warranty. The only recurring cost to the County is the filling of the C02 refill tank for the drop-in recoil kits for the handguns and rifles. 2. Provide a detailed description of comparable contracts (similar in scope of services to those requested herein) which the Proposer has either ongoing or completed within the past three years. The description should identify for each project: (i) client, (ii) description of work, (iii) total dollar value of the contract, (iv) dates covering the term of the contract, (v) client contact person and phone number, (vi) statement of whether Proposer was the prime contractor or subcontractor, and (vii) the results of the project. Where possible, list and describe those projects performed for government clients or similar size private entities (excluding any work performed for the County). BidSync p.42 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 1. (i) Client: United States Navy, Norfolk Naval Shipyard (ii) Statement of Work: The purpose ofthis requirement is to procure a turn-key, company installed weapons simulator system, providing a higher standard for decision-making simulation and tactical firearms training for the end-users. The system procured will need to provide an enhanced field of view on multiple screens which provide a 180-degree situational awareness which will increase trainee realism and off€?r true to life training scenarios. These situations will allow various trainee responses to multiple threat types and applications of proper tactics simultaneously. The procured system will be interactive from all directions giving personnel the optimal standard of training for real life use of force situations. The systems requested will include a standard basic coverage warranty. a 180-degree screen of view, two (2) 9MM Beretta pistols and two (2) M16 rifles, all of which will be equipped with dry-fire laser training inserts; and a stand-alone dry-fire laser training insert suitable for placement in a M240 Machine Gun; which is all mandated by the NAVSEA Nuclear Security Missions per the security plan. Training weapons should be gas operated/actuated with recoil kit or ability of user/shooter to feel recoil. System must include equipment to recharge gas to maintain operation through use of insertable magazines, tethering kit, and storage tanks. Gas operation/actuation may be achieved through stand-alone gas inserts or tethered operation. System should also include configurable inserted bolt for M240 machine gun to permit use of customer's current machine guns for use with the training system. The new system will also include non-lethal weapon equipment such as baton use, laser equipped canisters, physical strikes and defensive and offensive tactical training capable of being tracked and scored by the system. The system should have instructor led and/or interactive kinetic capability to track/sense shooter movements and actions such as swinging a baton, deploying OC spray, or turning in different directions to engage the target during COF. The system must include capability for shooter to experience reactive feedback. This can be accomplished through air soft pellets or electrically controlled vibratory vest which serves to notify the user/shooter of a threat "shooting" at them during COF. The system will provide a Navy Authorized Course of Fire (CO F) which will meet all requirements for sustainment per OPNAV 3591.1 f. The new system will also come with both pre-loaded scenarios, as well as, the capability of adding scenarios specific to the base and the types of cases that officers customarily respond to. These responses will include both routine responses and scenarios specific to refueling missions. The system must include a laptop computer or device to permit the customer to be mobile and interact with the shooter during COF training. The requested system will be installed in the Southgate Building # 1701 which measures 30'L x 30'W x 20' H. (iii) Dollar Amount: $94,746 (iv) Dates Covered: 12/21/16-12/21/17 (v) Contact Person: Christopher Hilliard (757) 396-0517 (w), (757) 773-1509 (c) Christopher.hilliard@naw.mil (vi) Ti is the primary contractor (vii) Results: On time and successful installation, training and implementation. 2. (i) Client: Georgia Public Safety Traiuiug Centers (ii) Description of work: GPSTC has provided simulation training to its officers for more than 20 years. In 2013 they traded in a competitor system to utilize Ti Training -Training Lab technology for their agency. They purchased 14 systems and have purchased 1 additional system in 2014 and 2 additional systems as well as optional items to complement their programs in 2015. (iii) Dollar amount: $336,250 (iv) Dates Covered: Contract #105/1612013 Contract #2 07/13/2014 Contract #307/02/2015 --Present (v) Contact Person: Adam Ham 478-993-4425 aham@gpstc.org (vi) Ti is the primary contractor (vii) Results: On time and successful delivery and training. All simulators and accessories still operational. BidSync p.43 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 3. (i) Client: Kentucky League of Cities (ii) Description of work: Kentucky League of Cities (KLC)has provided simulation training to its law enforcement agency membership for more than 10 years. In 2012 they traded in a competitor system to utilize Ti Training -Training Lab technology for their group. They purchased 3 systems and have completed 2 custom scenario productions (a third production is in process currently). Ti Training has also aided in site visits as well as the yearly instructor conference for users of the Training Lab system. (iii) Dollar Amount: $348,068 (iv) Dates Covered: Contract #109/02/2014 Contract #201102/2015--to present (v) Contact Person: Mark Filbum 859-327-9750 Mfilbum@k1c.org (vi) Ti is the primary contractor (vii) Results: On time and successful delivery and training. All simulators and accessories still operational. 4. (i) Client: New York Police Department (ii) Description of work: NYPD has provided simulation training to its officers for more than 25 years. In 2014 they traded in a competitor system to utilize Ti Training -Training Lab technology for their agency. They purchased 3 systems and purchased additional optional items to complement their programs in 2015. (iii) Dollar amount: $243,856 (iv) Dates Covered: Contract #1 08/27/14 Contract #206/14/2015 --to Present (v) Contact Person: Steve Malone 631-807-9926 Steven.malone@nypd.org (vi) Ti is the primary contractor (vii) Results: On time and successful delivery and training. All simulators and accessories still operational. 5. (i) Client: Department of Homeland Security (DHS) I Transportation Safety Administration (TSA) (ii) Description of work: DRS has provided simulation training to its specialized program for more than 10 years. In 2006 they traded in a competitor system to utilize Ti Training Training Lab technology for their security Program. They purchased 30 systems in 2006 and have purchased an upgrade to 30 new Training Labs as well as optional items in to complement their programs in 2015. (iii) Dollar amount: $1 million+ (iv) Dates covered: 09/20/2006 to present (v) Contact Person: Roy Janssen 609-226-1187 Roy.g.janssen@ole.tsa.dhs.gov (vi) Ti is the primary contractor (vii) Results: On time and successful delivery and training. All simulators and accessories still operational. 3. List all contracts which the Proposer has performed for Miami-Dade County. The County will review all contracts the Proposer has performed for the County in accordance with Section 2-8.1 (g) of the Miami-Dade County Code, which requires that "a Bidder's or Proposer's past performance on County Contracts be considered in the selection of Consultants and Contractors for future County Contracts." As such the Proposer must list and describe all work performed for Miami-Dade County and include for each project: (i) name of the County Department which administers or administered the contract, (ii) description of work, (iii) total dollar value of the contract, (iv) dates covering the term of the contract, (v) County contact person and phone number, (vi) statement of whether Proposer was the prime contractor or subcontractor, and (vii) the results of the project. N/A Key Personnel and Subcontractors Performing Services 4. Provide an organization chart showing all key personnel, including their titles, to be assigned to this project. This chart must clearly identify the Proposer's employees and those of the subcontractors or sub consultants and shall include the functions to be performed by the key personnel. All key personnel includes all partners, managers, seniors and other profeSSional staff that will perform work andlor services in this project. BidSync p.44 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 All personnel are employees of Ti Training. No subcontractors are being used on this project: Rick Guilbault, Vice President -Business Development Sales Lead & Project Manager Will OUe, Armorer Installation Humberto Perez, Sales Installation Todd Brown, Vice President Training Todd Townsend, Director ofTraining Installation & Training Henry Lu, Trainer Training Steve Holms, Trainer Training 5. List the names and addresses of all first tier subcontractors, and describe the extent of work to be performed by each first tier subcontractor. Describe the experience, qualifications and other vital information, including relevant experience on previous similar projects, of the subcontractors who will be assigned to this project. N/A 6. Describe the experience, qualifications and other vital information, including relevant experience on previous similar projects, of all key personnel, including those of subcontractors, who will be assigned to this project. Rick Guilbault -11 Years as Vice President of Training for TASER International, 25 years as a police officer, including 20 years as a trainer, 18 months of simulations sales, project manager on previous 3-screen system project. Will OUe -3 years as Ti armorer for all simulation weapons, installed five 3-screen systems. Humberto Perez -5 years in sales with Ti, installed two 3-screen systems. Todd Brown -Co-founder/Co-owner of Ti Training. 20+ years of simulator instructor training. Todd Townsend -Retired deputy sheriff and trainer, 5+ years of simulation training, 1 year as Director of Training for Ti Henry Lu -Former police officer, 5 years of simulator instructor training with Ti Steve Holms -Retired police officer, 1 year as Ti instructor 7. Provide resumes, if available with job descriptions and other detailed qualification information on all key personnel who will be assigned to this project, including any key personnel of subcontractors. Only one resume available: Richard Guilbault -Project Manager Experience Vice President of Business Development, Ti Training Corp. 2015 -Present • Account Management and Sales for all Internationat Military and Federal accotmts and other Major accounts as needed • Advise customers and customize simulator configuration to meet their training needs • Recruit and Manage international partners • Prepare quotes and proposals • Attend relevant conferences and trade shows Vice President, Training and Education, TASER International, Inc. 2004 to 2014 • 13 years of experience with TASER International, Inc., including: TASER Certified Master Instructor; Member of TASER Training Advisory Board; Manager of Training Program Development; and Vice President of Training & Education • Provided training to law enforcement and military personnel in 19 countries; trained law enforcement and military personnel from 27 countries. • Manage and train more than 800 TASER Master Instructors world-wide BidSync p.45 2/14/2017 Miami-Dade County EPPRFP-00485 Miami·Dade County, FL RFP No. EPP·RFP00485 • Train and support over 20,000 TASER instructors, technicians, investigators, and policy makers • Develop and maintain both online and classroom based training programs • Develop strategic goals of the TASER Training Department and provide leadership in attaining those goals • Lead, manage, and mentor a full-time staff of managers, instructors and administrative personnel • Manage a $3 million budget • Planned security for visiting dignitaries and senior executives • Worked with local law enforcement agencies and community action groups to find common ground for development of policies and standards for use of TASER conducted electrical weapons • Led the Building Security Team at the world·wide headquarters for TASER International in Scottsdale, AZ • Developed security policies and procedures; selected and managed contract uniformed security company; assist with security personnel selection; and on-call management of emergencies 24/7 • Consulting with organizers of world-wide sporting events, including: London Metropolitan Police Force on security planning for the Olympic Games in 2012; World Cup Soccer 2010 • Provide expert witness testimony in depositions and trials • Nationally recognized expert in Use of Force, Crowd Management, and Conducted Electrical Weapons • Formed and maintain an active relationship with the FBI National Academy Associates to provide executive level training to their membership, including law enforcement executives from around the world Law Enforcement Officer, Sacramento Police Department 1988 to 2004 • 17+ years' experience as a sworn police officer, including 9 years on the SWAT Team, 7 years as Police Sergeant, 4 years as Police Academy Commander, and 7 years as Police Training Instructor • Full time member and leader of the Sacrament Police Department SWAT Team; led my team on hundreds of high-risk entries for hostage rescues, barricaded suspects and search warrant executions • Trained hundreds of officers on crowd control, Use of Force, firearms, conducted electrical weapons (T ASERs), chemical agents, mobile field force, and the National Incident Management System (NIMS) and Unified Command System (UCS) • Worked closely with U.S. Secret Service to plan and provide security and protection for four U.s. Presidents and Vice Presidents • Worked with U.s. Department of Homeland Security on critical infrastructure assessments for physical security and vulnerability to terrorist attack • Planned and prOVided security for visiting dignitaries and celebrities • Planned and provided security for two u.s. Olympic Track & Field Team Trials • Planned and prOVided security and crowd management for the U.S. Department of Agriculture Ministerial Conference and Expo, June 23-25, 2003, in Sacramento, CA including: developed new tactics for the use of conducted electrical weapons for management of tens of thousands of protesters; coordinated security force of more than 1,000 police officers from 6 law enforcement agencies Police Officer, City of Davis, California 1980 to 1988 • 8 years' experience, including Field Supervisor, Field Training Officer, Special Operations Squad, Police Explorer Advisor, Field Training Coordinator for Police Reserves BidSync p.46 2/14/2017 Miami-Dade County EPPRFP-00485 Miami·Dade County, FL RFP No. EPP·RFP00485 B.s., Criminal Justice, 1994 Education and Certification California State University, Sacramento California State University, Sacramento M.S., Public Policy & Administration, 2002 Thesis: Has the Sacramento Police Department's Training Program Helped Reduce Motor Vehicle Accidents? Harvard University, ManageMentor Program Business Management, 2010 California Commission on Peace Officer Standards and Training (POST) Certification: Including, but not limited to, Field Training Officer, Scenario Management Advanced Officer Certificate, Supervisory Certificate, Sherman Block Supervisory Leadership Institute California Department of Justice: Dignitary Security Federal Bureau of Investigation (FBI) Certification: Including, but not limited to Basic/ Advanced SWAT, Chemical Agent Instructor (1984 & 1996), Hostage Rescue/Close Quarters Battle (1996 & 2004), Rifle Marksmanship/Sniper, Swat Commander/Team Leader International Law Enforcement Training & Consulting, Inc.: Crisis Entries Arizona State University: Quality Management Awards Unit Citations (2) 1995 Numerous Letters of Commendation Professional Associations International Law Enforcement Educator and Trainer Association; National Tactical Officer's Association; Sacramento Police Officer's Association International Association of Chiefs of Police International Association of Law Enforcement Firearms Instructors Publications The Tactical TASER, The Tactical Edge Magazine, Summer 2004 Developing a TASER Program: Training and Policy are the Keys, The ILEETA (International Law Enforcement Educators and Trainers Association) Use of Force Journal, Volume 6, Number 3, July -September, 2006 The Politics of Non-Lethal Force, The ILEETA Use afForce Journal, Volume 7, Number I, January -March, 2007 TASER Electronic Control Device Training, Police Recruit Magazine, 2007 -Volume I Never Bring a TASER to a Gun Fight, Police Magazine, Volume 31, Number 6, June 2007 TASER Electronic Control Device Training Exposures: What are the Benefits? The 1LEETA Use of Force Journal, Volume 7, Number 2, April-June, 2007 So Many Options, So Little Belt Space, The ILEETA Use afForce Journal, Volume 7, Number 3, July -September, 2007 Non·Lethal Weapons Training: How Much is Enough? The ILEETA Use afForce Journal, Volume 7, Number 4, December, 2007 The Tactical Use ofTASERs, Police Magazine, Volume 31, Number 12, December 2007 BidSync p.47 2/14/2017 Miami-Dade County EPPRFP-00485 Miami·Dade County, FL RFP No. EPP·RFP00485 Non-Lethal Weapons Research. The ILEETA Use of Force Journal, Volume 8, Number I, March 2008 Avoiding "Non·Lethal Landmines", The ILEETA Use of Force Journal, Volume 8, Number 2, June, 2008 "Plan B" -Transitioning to Alternative Force Options, The ILEETA Use of Force Journal, Volume 8, Number 3, September, 2008 Why Non·Lethal?, The ILEETA Use of Force Journal, Volume 8, Number 4, December, 2008 Protect the Training Budget, The ILEETA Use of Force Journal, Volume 9, Number I, March, 2009 Follow Through, The ILEETA Use of Force Journal, Volume 9, Number 2, June, 2009 Build Your Training With Bricks, The ILEETA Use of Force Journal, Volume 9, Number 3, September, 2009 TASER International's Preferred Target Zones, The ILEETA Use of Force Journal, Volume 9, Number 4, December, 2009 The Inner Perimeter, The ILEETA Use of Force Journal, Volume 10, Number 1, January, 2010 Set Proper Expectations, The ILEETA Use of Force Journal, Volume 10, Number 3, July, 2010 Do You Know the Law?, The ILEETA Use of Force Journal, Volume 11, Number 1, January, 2011 The Likelihood of Injury, The ILEETA Use of Force Journal, Volume II, Number 3, July, 2011 Effective Force, The ILEETA Journal, Volume 1, Number 1, October, 2011 Note: After proposal submission. but prior to the award of any contract issued as a result of this Solicitation. the Proposer has a continuing obligation to advise the County of any changes, intended or otherwise, to the key personnel identified in its proposal. Proposed Approach to Providing the Services 8. Describe Proposer's Project Management methodology and recommended strategies in performing the services described in the Scope of Services of this solicitation. The Proposer shall describe its approach to project organization and management, to include the various stages and milestones, change of scope management, implementation and training strategies, responsibilities of Proposer's management, and necessary Proposer and County staffing. Communication between Ti Training and MDPD is the key to successful project completion. Close supervision by the Project Manager to ensure that weekly milestones are met will lead to timely implementation. Week 1: Ti Project Manager will immediately contact MDPD to: • Identify the primary POC for MDPD • Identify the training POC for MDPD • Obtain the shipping address • Verify the scope of the project • Discuss the procedure for any changes in scope to avoid any delays in delivery Project Manager immediately submits orders for all hardware and software through Ti Operations. Week 2: Project Manager confirms all orders are in the process of being filled. Week 3: Project Manager meets with: • The Vice President of Operations to ensure the build out of the system is on schedule BidSync p.48 MiamiwDade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 • The Ti Armorer to discuss the types, numbers and configurations of all weapons for the system so the Armorer is prepared to test all weapons and lasers when they are completed, as well as the software that will be loaded onto the system to ensure it is all tested as well. • The Technical Support Manager to ensure all the proper software is loaded onto the system and to discuss any special needs for MDPD. Week 4: The Ti Training coordinator contacts designated MDPD contacts to schedule installation and training. Week 5: Project Manager verifies that everything is on schedule and makes any necessary adjustments within Ti and with MDPD Week 6: All system components, including hardware and software are thoroughly tested before shipping. Week 7: Project Manager verifies that all equipment has been delivered and is at the installation site. 2 installers travel to the training site and install and test the system in 1 day. Week 8: Based on the MDPD's schedule, two 2-day train-the-trainer courses are held consecutively for up to 20 MDPD instructors. 9. Provide a detailed explanation on the approach to maintenance services. Including but not limited to the Proposer's policy regarding new software releases, software upgrades, updates, patches, bug fixes, optional software features, etc. Specify which are included as part of the Proposer Simulator. Include approximate frequency at which updates and/or upgrades are released as well as the method for deploying such updates and/or upgrades. Software updates are free for the life of the system. Updates to Training Lab software patches, bug fixes and feature updates will be sent immediately upon successful validation testing. They will be sent electronically via email orBox.net. depending on the size. TI TRAINING SOFTWARE SUPPORT & UPDATE POLICY I. The software delivered with the Products includes both TI TRAINING and third-party software. II. The buyer acknowledges that TI TRAINING is not responsible for any third-party software other than providing a work-around for failure of the Products or TI TRAINING software resulting from third party software. III. Loading of any software other than (i) scenarios generated by the customer using TI TRAINING authoring tools, and (ii) software supplied by TI TRAINING with or for the Products must be approved by TI TRAINING. IV. LOADING ANY SOFTWARE WITHOUT THE WRITTEN PRIOR APPROVAL OF TI TRAINING WILL RESULT IN AN IMMEDIATE TERMINATION OF THE LIMITED WARRANTY, AND ALL CONSEQUENCES INCLUDING ALL REPAIR AND REPLACEMENT COSTs SHALL BE BORNE BY THE PURCHASOR. V. In order to facilitate efficient software support, the customer shall provide a direct telephone line access to the system which is capable of transferring data using high speed modems with dial-in capability. The buyer acknowledges that without the availability of such telephone line, TI TRAINING cannot guaranty any time frame for software support, and a fault may involve the sending back of the CPU to TI TRAINING for repair at the buyer's cost. VI. TI TRAINING may from time to time provide Software updates which are limited to same product enhancements and fault repairs. Releases of new TI TRAINING Software products will be available for separate purchase at an upgrade price to be established at the time of the release. 2/14/2017 Engineering Change Notices (ECN's) in the form of written notice and/or file replacements will be issued when necessary to update software modules which have been modified to repair a fault. Ti Training's correction of any software fault in Ti Training's products may require an operating system upgrade to the current revision level by the customer. Upgrades to operating system software should only be performed when directed in writing by TI TRAINING BidSync p.49 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 10. Provide a detailed description of Proposer's technical support services including telephone and email support, response times, escalation procedures, days and hours available, etc. Telephone and email support is available 24/7. A support person is always on call. Response time during business hours is immediate. After hours response is usually within 30 minutes, but may vary. Video conferencing is available during business hours. Escalation is dependent on the severity and urgency of the issue. Most requests are handled immediately, regardless of severity. 11. Provide a detailed description of the Simulator's warranty options inclusive of all device offerings, warranty inclusions, exclusions, and applicable costs. The simulator comes with a 12 month "Bumper-to-Bumper" warranty that covers all hardware, software and accessories. Extended warranties are available at a rate of 5% of the purchase price for up to 5 years. An Upgrade warranty is also available for the Training Lab -EX at a flat rate of $22,000. This extends the warranty period to 5 years. During the 4th year, Ti will replace your CPU (computer), projectors and cameras, and will refurbish or replace all lasers and recoil kits. LIMITED WARRANTY 1. Ti Training's Simulation Products (Product or Products) are warranted to the original purchaser (Purchaser) to be free from defects in material and workmanship for a period for one year (12 months) from the date of shipment to the Purchaser. 2. TI TRAINING does not warrant: (a) any product, components or parts not manufactured or assembled by TI TRAINING; (b) any prototype, pilot production, or custom products; (c) defects caused by failure to operate the product in a suitable operating environment within the Product's rated capacity and limits; (d) damage due to use of the Products for purposes or with equipment other than those for which it was designed, (e) damage caused by disasters and accidents such as but not limited to fire, flood, wind, rain, lightning, negligence, over-temperature, over-voltage, misapplication of electrical power, and misapplication of live- fire; (I) damage cause by unauthorized attachments, modification and repair to Product's software or hardware including but not limited to the use of any software on the Products that has not been specifically approved by TI TRAINING in writing (excluding Purchaser edited-scenarios), the insertion or removal of circuit or peripheral boards without express approval from TI TRAINING in writing, and the insertion or removal of any 1/0 connectors when the Product is powered without express approval from TI TRAINING; (g) damage during shipment; (h) normal wear and tear or cosmetic damage to the product; (i) damage due to improper maintenance; Ul any other abuse, misuse, neglect, mishandling, alteration, or faulty installation by the Purchaser; and (k) compatibility with other components or electrical devices. 3. If the Purchaser discovers within the warranty period a failure of the Products to conform to specifications or a defect in material or workmanship, it must promptly notify TI TRAINING in writing within seven days of the discovery. Within a reasonable time after both notification and the timely return of the Products or defective parts associated therewith carriage paid to TI TRAINING, TI TRAINING will correct any defect in material or workmanship, with either new or used replacement parts provided TI TRAINING is satisfied that the failure was due to a defect in workmanship or material and not because of any reason indicated in the preceding paragraph. Final determination of warranty eligibility shall be made by TI TRAINING and if a warranty claim is considered invalid for any reason, the Buyer will be charged for services performed and expenses incurred by TI TRAINING in repairing, handling and shipping the returned Products or part(s). 4. The warranty period of any replacement or repaired Products or part(s) shall terminate concurrently with the termination of this Limited Warranty. 5. Concerning parts or components of the Products not manufactured by TI TRAINING, the Purchaser shall have the benefit, insofar as it may be transferred to the Purchaser, of any rights or warranties that TI TRAINING may have relative to the supplier of said parts or components. TI TRAINING's liability concerning said parts and components is limited to making the benefit of such rights and warranties available to the Purchaser as indicated. BidSync p.50 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 6. User-level repairs conducted by or for the Purchaser that are not under the express direction of TI TRAINING whether to hardware or software voids the Limited Warranty. 7. TI TRAINING shall not be liable for any failure to perform its obligations hereunder that are due to any circumstances beyond its control including, but not limited to, any inability to obtain any necessary import or export licenses or any other licenses or consents of any governmental or other authority. 8. This Limited Warranty and all contracts and documents pertaining to the Products shall be construed under Colorado law. The venue for any disputes arising under the Limited Warranty or any contracts and documents pertaining to the Products shall be any court of competent jurisdiction seat within a fifty-mile radius of Denver, Colorado. Any action brought for breach of warranty must be commenced within 14 months following the delivery of the Products. 9. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 10. In no case shall TI TRAINING be liable for any special, incidental, or consequential damages based upon breach of warranty, breach of contract, negligence, strict tort or any other legal theory. Such damages include but are not limited to loss of profits, loss of savings or revenue, loss of use of the product or any associated equipment, cost of capital, cost of any substitute equipment, facilities or services, downtime, the claims of third parties including customers, or injury to property. This limitation does not apply to damages caused by breach of the warranty of title and to claims for personal injury. Some states do not allow limits on warranties, or on remedies for breach of certain transactions. In such states, the limits in this paragraph and in other paragraphs may not apply. 11. Unless modified in a writing signed by both TI TRAINING and the Purchaser, the Limited Warranty and any associated written agreements executed contemporaneously herewith are understood to be the complete and exclusive agreement between the parties superseding all prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this agreement. No employees of TI TRAINING or any other party is authorized to make any warranty in addition to those made in this Limited Warranty. 12. This Limited Warranty and associated agreements allocate the risks of product failure between TI TRAINING and the Purchaser. This allocation is recognized by both parties and is reflected in the price of the Products. The Purchaser acknowledges that it has read this agreement, understands it and by its acceptance of the Products is bound by its terms. REPAIR AND REPLACEMENT POLICY WARRANTY REPAIR: If a repair is necessary under and during the term of the warranty, contact TI TRAINING's Customer Service Department to receive a Return Material Authorisation (RMA) Number and return instructions prior to shipping the defective Product(s) or parts to TI TRAINING. The RMA must be referenced on all documentation relating to the return (i.e. shipping documents, shipping label, purchase order, correspondence, etc.). The following information is needed when requesting an RMA Number: 1. Model number and option. 2. Serial number, 3. Description of failure, 4. Shipping information, 5. Point of contact and phone number, 6. Billing information, and 7. Purchase order number (required if out-of-warranty). All costs associated with shipping, taxes, freighting, packaging and handling of the Product(s) and/or parts shall be borne by Ti Training. BidSync p.51 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP·RFP00485 A failed system/part under warranty comes back to the depot for repair, if that same system/part should fail as second time within 90 days of repair, the part would be replaced. OUT-OF·WARRANTY REPAIR: In addition to the requirements provided above concerning warranty repairs, all out-of·warranty repairs require that the Purchaser issue a purchase order to TI TRAINING authorizing the repair and agreeing to cover all costs related thereto. The purchase order number should refer to the RMA Number which is assigned by TI TRAINING's Customer Service Department. All costs associated with shipping, taxes, freighting, packaging and handling of the Product(s) and/or parts shall be borne by the Purchaser. TI TRAINING SOFTWARE SUPPORT & UPDATE POLICY VII. The software delivered with the Products includes both TI TRAINING and third·party software. VIII. The buyer acknowledges that TI TRAINING is not responsible for any third-party software other than providing a work-around for failure of the Products or TI TRAINING software resulting from third party software. IX. Loading of any software other than (i) scenarios generated by the customer using TI TRAI NING authoring tools, and (Ii) software supplied by TI TRAINING with or for the Products must be approved by TI TRAINING. X. LOADING ANY SOFTWARE WITHOUT THE WRITTEN PRIOR APPROVAL OF TI TRAINING WILL RESULT IN AN IMMEDIATE TERMINATION OF THE LIMITED WARRANTY, AND ALL CONSEQUENCES INCLUDING ALL REPAIR AND REPLACEMENT COSTs SHALL BE BORNE BY THE PURCHASOR. XI. In order to facilitate efficient software support, the customer shall provide a direct telephone line access to the system which is capable of transferring data using high speed modems with dial·in capability. The buyer acknowledges that without the availability of such telephone line, TI TRAINING cannot guaranty any time frame for software support, and a fault may involve the sending back of the CPU to TI TRAINING for repair at the buyer's cost. XII. TI TRAINING may from time to time provide Software updates which are limited to same product enhancements and fault repairs. Releases of newTI TRAINING Software products will be available for separate purchase at an upgrade price to be established at the time of the release. XIII. Engineering Change Notices (ECN's) in the form of written notice and/or file replacements will be issued when necessary to update software modules which have been modified to repair a fault. Ti Training's correction of any software fault in Ti Training's products may require an operating system upgrade to the current revision level by the customer. Upgrades to operating system software should only be performed when directed in writing by TI TRAINING. TI TRAINING hereby reserves the right to make without notice such minor modifications in speCifications, designs or materials as it may deem necessary or desirable by experience. 2/14/2017 12. Describe the process the Proposer will follow to install/implement the Simulator, including roles and responsibilities of the Proposer and the County. The Ti Training Coordinator will contact the MDPD POC approximately 30 days prior to anticipated delivery to schedule installation and training. The Ti Project Manager will contact the MDPD POC a few days before scheduled installation to verify that all equipment has arrived. MDPD is responsible to make sure the installation site is clear and prepared for installation and that all equipment is in the installation site. Ti will send 2 installers for a 1·day installation. They will coordinate with the MDPD POC prior to arrival. MDPD is responsible for ensuring BidSync p.52 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 that the installers know where to go and that they have access to the installation site for an entire day. An appropriate MDPD member must be onsite or available by phone during installation. After installation is complete, the installers will calibrate and test all hardware, software and accessories. Any issues will be immediately communicated to the Project Manager who will ensure that the MDPD POC is aware of any problems. All issues will be resolved prior to training. 13. Provide a detailed description of training that is offered as part of the Proposal to the County for MDPD users. Provide recommended number of training hours, as well as any other type of training, including, but not limited to on-line tutorials, web seminar training, training documentation, etc. In addition to the on-site training included in this proposal, Miami-Dade will receive two free seats every year in one of our monthly Master Instructor courses held at our training facility in Golden, Colorado. Tutorials videos are available on the following subjects on the simulator and online at www.titraining.com/suoport: • AR15 Recoil Kit Maintenance • Recoil Magazine Maintenance • Recoil Kit Installation • System Calibration • System Operation The simulator also contains: • Operator's manual for the simulator and all accessories • A PowerPoint presentation on Effective Simulation Training The onsite training offered as part of this proposal is the 2-day (16 hour) n Training Lab Master Instructor Course: Description: The purpose of this course of instruction is to train selected sfudents in the sef-up. function. operation. and maintenance of the Training Lab, Training Lab -EX and Training Room interactive simulation systems, manufactured by Ti Training Corp. These systems represent the most advanced training devices available. These systems utilize the latest advances video. laser. RF and programming technology to provide an intuitive, easy to maintain training tools. These tools are designed to aid in teaching Public Safety Personnel to effectively and safely perform their dufies. This course begins with classroom theory and progresses to "hands on", proficiency based exercises. We af Ti Training Corp recognize that even the most advanced technology Is useless in the hands of someone who cannot effectively operate and maint~in that technology. Therefore. this course Is focused on ensuring every person attending this course attains each of the goals listed below. Successful completion of this course will cerfify the student as a "Master" instructor In simulation training and allow the student to cerfify "Instructor" level students within their agency. Additionally. semester hour credits from an accredited college will be awarded as well as an equivalent P.O.S.T. continuing education hours. This will allow the student to transfer credit to any University and/or submit to their local P .. O.S.T. organization to satisfy continuing educational requirements for maintenance of their Peace Officer certifications. Goals: .IiI The system Operator/Instructor will be able to effectively set up and operate these systems . .IiI The system OperatorlInstructor will have a thorough knowledge ofthe system's specifications. 211412017 BidSync p.53 Miami~Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 .!i.I The system OperatorlInstructor will be able to effectively apply the principals of simulation training to maximize student learning potential, retention and perfonnance . .!.u The system Operator/Instructor will be able to effectively integrate these systems with their agencies policies, requirements and overall curriculum. Course Sections: This course will consist ofthe following sections. Successful completion of every section is required for certification . .!U Course Introduction 0 0 0 .!.u System Overview 0 0 0 0 !iJ System Operation 0 0 0 0 0 0 Instructor and Student Introductions Course Overview Certification Requirements System Demonstration Components Graphical User Interface (GUI) Environmental Requirements Set up and Calibration Assigning Devices Selecting Training Material (Scenarios) Playing, Branching, and Operation of Optional Features (EnviroSim, Telemetry, etc.) System Debriefing Functions Report Generation/Documentation of Training Evolutions .!i.I Scenario Creation .IiJ Effective Simulation Training o Requirements o Briefing o Debriefing o Documenting !iJ TroubleshootinglDiagnostics 2/14/2017 Proposed timeline for complete Solution Implementation 14. Provide a detailed timeline for compete Simulator Implementation, including completion of all customization, configuration, integration, training, testing, and Final System Acceptance. Project completion, is scheduled for 60 days from award of the contract. Week 1: Ti Project Manager will immediately contact MDPD to: • Identify the primary poe for MDPD • Identify the training poe for MDPD • Obtain the shipping address • Verify the scope of the project • Discuss the procedure for any changes in scope to avoid any delays in delivery Project Manager immediately submits orders for all hardware and software through Ti Operations. Week 2: Project Manager confirms all orders are in the process of being filled. BidSync p.54 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 Week 3: Project Manager meets with: o The Vice President of Operations to ensure the build out of the system is on schedule o The Ti Armorer to discuss the types, numbers and configurations of all weapons for the system so the Armorer is prepared to test all weapons and lasers when they are completed, as well as the software that will be loaded onto the system to ensure it is all tested as well. o The Technical Support Manager to ensure all the proper software is loaded onto the system and to discuss any special needs for MDPD. Week 4: The Ti Training coordinator contacts designated MDPD contacts to schedule installation and training. Week 5: Project Manager verifies that everything is on schedule and makes any necessary adjustments within Ti and with MDPD Week 6: All system components, including hardware and software are thoroughly tested before shipping. Week 7: Project Manager verifies that all equipment has been delivered and is at the installation site. 2 installers travel to the training site and install and test the system in 1 day. Week 8: Based on the MDPD's schedule, two 2-day train-the-trainer courses are held consecutively for up to 20 MDPD instructors. General Solution Functionality 15. Provide a complete description of the proposed Simulator that is capable of meeting the functionality outlined in Section 2.4. Description should include the Simulators capabilities, and product information and specification sheets. The Training Lab -EX is a 3-screen simulator that is designed to be reconfigured from a 180-degree "wrap-around" system to a gO-degree flat screen system, or any angle in-between, in a matter of seconds simply by moving the outer screens which are on wheels and hinged to the center screen. The projectors and hit detection cameras are mounted to the screens and move with them so no recalibration is necessary when the screens are adjusted. The simulator is preloaded with over 700 scenarios, over 55 firing drills, and Firing Line software that enables MDPD firearms instructors to build their own custom courses of fire on the simulator. The system includes: a) 3 front projection HD projectors, b) Projection screens that are capable of adjusting from a flat 3-panel configuration to a 180 degree 3-panel configuration with minimal effort. c) Instructor station with 22" monitor and wireless keyboard and mouse for real time monitoring d) No stage or platform. The screens sit on the floor and allow trainees limitless movement within the room. e) Audio system. The system is preloaded with 62 sound effects that the instructor controls for audio stimulus. Additional sound effects can be easily added to the system by the operator. n The system is pre-loaded with 700+ scenarios that incorporate the use of pistols, rifles, shotguns, and less lethal weapons including TASER CEWs, OC spray, batons, 12 gauge, 37mm and 40mm. Most scenarios allow the instructor to de-escalate a situation if the trainee uses effective verbal commands. The instructor can control the lighting level on all scenarios and firing drills and can require trainees to utilize an infrared flashlight to illuminate the screen. g) A standard Picture-in-a-Picture feature which records audio and color video of trainees as they interact with the simulator. That video can then be played back and synchronized with the scenario during debrief so trainees can see exactly how they reacted to stimulus inthe scenario. h) The capability of training multiple trainees at the same time on any scenario or firing drill. Generally, up to 6 trainees on any scenario and 12 trainees during courses of fire on the virtual range. i) The capability for return fire. Options include an air canon that fires plastic projectiles at trainees. Also available is a vest that flashes, beeps and vibrates if a trainee does not use cover effectively. j) Scenario filming and editing software k) Self-calibrating design (the system self-calibrates in any lighting condition BidSync p. 55 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 I) Customizable record keeping and report generation m) Advanced debrief utilizing any document, video, image, PowerPoint. etc. n) Free software updates for the life of the system. 0) New scenarios (15 -20 twice a year) free for the life of the system. 16. Describe the proposed Simulator's configuration and training environment. Include a detailed description of the projection screens, sound system, tracking cameras, and footprint. The system consists of 3 screens measuring 11' wide by 7' tall. The screen measures 33' wide when fully extended in a flat configuration. The screens snap to an aluminum frame and are freestanding. The center screen remains stationary. The outer screens are hinged and are on wheels for easy movement. The screens overlap at the hinge points so there is no seam regardless of the angle of the outer screens. Each screen has an arm that extends forward 7.5 feet from the center of that screen. The short-throw HD projectors and hit detection cameras are mounted on these arms. When the angle of the outer screens changes, the projectors and cameras change with them, so no recalibration is necessary. The Basler hit detection cameras can recognize our lasers in any lighting conditions other than direct sunlight. This is a quality unique to Ti Training simulators. This allows instructors to utilize the simulator in complete darkness or with all the lights on, depending on the training objective. The system is equipped with a Vizio 38" 2.1 sound bar system with a Bluetooth subwoofer that can be placed anywhere in the room. The sound bar mounts to the top of the center screen. all volume and sound effects are controlled at the instructor station. The instructor station consists of a desktop computer, 22" monitor, and wireless keyboard and mouse. Sufficient cabling will be provided to place the instructor station within the simulator room or in an adjacent room. All equipment, except the instructor station and weapons, is mounted to the system's frame, so no structural changes or attachments are necessary. 17. Explain in detail the Simulator's video and audio recording capabilities, for both evaluation and statistical purposes. The system comes with a PiP camera for recording color video and audio of trainee purformance during scenarios. It can be set up anywhere in the room, can pan & tilt, zoom and focus. It is controled at the instructor station and recording a session is at the instructor's discression. The instructor can playback the video along with the scenario so the trainees can see their performance synchronized with the scenario. The video can be played in the large projected view or into the smaller view to go over key pOints as needed. The playback can also be located on the screen in any area the instructor desires and at any playback rate, slow motion, frame by frame, or scrolled to a specific point in the video. This is an excellent tool for allowing the trainee to self-critique and to see themselves doing things they didn't realize they were doing. The instructor has the option-to save or delete the video. The system also keeps a log of each scenario by recording which student fired which weapon at what point and whether it was a hit or a miss. This log can be saved, deleted or printed. This data can then be exported into an Excell spreadsheet for statistical analysis of information such as response times and hit ratios. 18. Describe in detail how many officers and devices can be tracked at one-time in the training environment and the mechanisms used to track these officers. The simulator will recognize 6 different lasers that can be designated as pistols, rifles, shotguns (lethal and less lethal), OC Spray and TASER. Batons do not utilize lasers and there is no limit to the number of batons that can be utilized. Up to 6 trainees can be individually tracked in any scenario. The instructor designates trainees and assigns weapons prior to starting the training. The simulator recognizes the lasers using a hit detection camera with an infrared filter. This camera mounts next to the projector and watches the screen. The camera recognizes our lasers based on pulse length. The software BidSync p.56 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 then determines what weapon and trainee that laser is assigned to. The spot of the laser is matched up to the scenario to determine if it was a hit or a miss and the scenario branches accordingly. The advanced, yet very simple, calibration process results in shot accuracy down to the individual pixel. During marksmanship/range courses offire, an unlimited number of officers can fire. Generally, up to 12 shooters can comfortably fire during a course of fire. Students are assigned to shooting lanes and specific targets, but not specific lasers. Targets are scored just as they would be on a live range. 19. Describe in detail the Simulator's return fire technology. List any additional devices that will be needed for this option and how tt interacts wtth the trainee. There are 2 options for return fire. The first is the Shadow Fire Hostile Fire simulator with deluxe pan and tilt. This is an air canon that fires rubber balls at a trainee who is exposed. The instructor controls the canon and aims it through the use of a monitor and joystick. The Shadow Fire kit includes the canon, rubber balls, monitor, joystick and air supply. Trainees must wear eye protection. The second option is the Vibration Vest (V-Vest). This is a light-weight vest that the trainee wears during the scenario. It is activated by a laser box that fioods the room with infrared light. If the trainee is not behind cover, the vest will vibrate, flash and beep. Some videos have been programmed to activate the laser box when hostile suspects fire at the trainees. The instructor also has the ability to manually activate the laser box at any time. The V-Vest package comes with 1 vest, 1 control box and one laser box. Additional vests can be purchased. Simulator Software Functionality 20. Describe in detail the computer hardware specifications that are required to ensure a fully functional Simulator. (a) CPU (b) Intel® Core ™ i7-6600Processor (6M Cache, up to 3.90 GHz) (c) 8GB DDR4-2133 PC4-17000 (2x4GB) (d) 2 x Western Digital C. Black 1TB 6GB/s 7200RPM SATA Hard Drives (e) LG SUPER-MULTI14x Blu-Ray Disc Re-writer (n EVGA GEFORCE GTX 10XX Graphics Adapter (g) INTEL 1Xgbpciex1 Network Interface Card (h) Vantec 3.5"/5.25" USB 3.0 Card Reader (i) Osprey 480e U) 8" SATA Power Female with Latch to Molex4-pin Male (k) Microsoft Office 2016 Home and Student (media less, product key only) (I) Microsoft Windows 7 Professional (64 bit) (m) Additional Peripherals (n) 6' Black Power Cord (0) 6' Black DVI-D Male to DVI-D Male Cable (p) Microsoft Wireless Keyboard and Mouse (q) ViewSonic 22" LED WS Display with Speakers VGAlDVI-D BidSync p. 57 211412017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 21. Describe the proposed Simulators user interface. Description should include the different modules available within the software and screenshots. See attached User Interface document with screen shots and descriptions. 22. Describe the software's ability to customize existing scenarios and its ability to create new scenarios. The Simulator comes with Scenario Tool software. This allows the user to import any scenario on the system and change or modify hit zones and outcomes. Users can also load any digital video into the Scenario Tool program and create hit zones for any weapon, determine reactions, and create both automatic and manual branches 23. Describe the options that are available to the instructor in regards to controlling the training environment (i.e. escalate/deescalate scenario outcomes, environmental controls, weapon jamming capabilities, etc.) Most scenarios contain multiple branching options that the instructor may choose from based on trainee performance and training objectives. Options include having the subject comply if the trainee is using effective verbal communication and de-escalation techniques, or escalating the situation to require use of less lethal or lethal force. The instructor can control all audio levels and can induce audio stimulus such as radio traffic, screams, gunshots, screeching tires, etc .. The instructor can activate an optional light bar, strobe light or fog machine. The instructor controls the lighting level on all scenarios and courses of fire. The instructor can force a weapon malfunCtion at any time and enaable the weapon again if the trainee follows propper weapon clearing/reloading procedures. 24. Describe the types of biological data that the Simulator will be able to monitor such as heart rate, stress levels, etc. The simulator will be able to monitor heart rate with an optional telemetry device. 25. Please describe the Simulator's Instructor debrief capabilities. The description should include the types of data that is available to the instructor and how this information is shared with the trainee. See attached User Interface document for a screen shot of the Debrief Screen. The instruclor can replay the scenario in real time and see where each use of force took place and whether it was effective. Every scenario has a timer running during the scenario. The simulator logs the exact time that the trainee used force and which weapon they used. The instructor can replay the scenario in slow motion or frame by frame to demonstrate the trainee's reaction time or to point out things the trainee might have missed. Debrief magnification allows for magnification of any area of interest in the scenario to show additional details. During the debriefing of a trainee, the instructor can use the mouse and magnify any portion of the downrange screen. The Simulator does not judge whether a use of force was legal or appropriate. This is left to the instructor to determine and discuss with the trainee based on applicable legal standards, tactics and policy. The Advanced Debrief library allows the instructors to load any document, policy, video, lesson plan, PowerPoint, photo or anything else they wish to reference during the debrief. The Advanced Debrief feature enables them to pull up the material directly from the Debrief Screen without having to back out of the program. 26. Describe how the data recorded during the training sessions is saved, and how this information can be pulled for later use. BidSync p.58 211412017 Miami-Dade County EPPRFP-0048S Miami-Dade County, FL RFP No. EPP-RFP00485 The Simulator records the student's identification, the date and time the name of the scenario(s) they went through, and the time each use of force was applied and whether or not it was a hit, and any notes by the instructor. If the PiP camera was used to record the trainee during the scenario, this can be saved along with the document either on the Simulator or on any other drive for later use. The default setting of the simulator is to delete all data when the next scenario starts unless the instructor saves it. 27. Describe the Simulator's ability to upload departmental policy documentation, images, and videos of use during the debrief process or classroom setting. Any documents, policies, PowerPoints, images and videos can be copied to the Debrief folder on the Simulator. Once that is done, that data will appear in the Advanced Debrief library after every scenario so it is immediately available to the instructor. Instructors may add or remove information in this folder at any time. Types of Scenarios 28. Describe the types of simulated scenarios that will be made available to MDPD and how they are developed. The system has over 700 scenarios preloaded. They are broken down into the following categories: Active Shooter & Ambushes Assaults & Fights Burglaries & Robberies & Hostages . Courts Current Events Domestic Disputes Drug & Alcohol Related Graphic Scenarios & Skill Builders Kg Military Off Duty Patrol (includes suicidal and mental health) Personal Defense Probation & Parole School Resource Officers School Safety and Active Shooter Response Security Details Suspicious Activity and Alarms TASER Training Skill Builders TASER Training Scenarios TASER X2 Scenarios Traffic & Pedestrian Stops Transit V-Vest Scenarios In addition to the preloaded scenarios, we send you 10 -15 new scenarios 2 to 3 times a year free of charge. Scenarios are developed based on requests from our law enforcement customers who want to achieve specific training objectives. We also focus on contemporary issues in law enforcement such as dealing with mentally ill subjects, de-escalation training, active shooters, etc .. Ti has over 300 scenarios that were filmed in Spanish that will be included at no additional charge. Ti Training has a fully equiped production studio, complete with green screen technology, and a full-time production staff. If you wish to utilize specific locations or buildings in your county, you can send us photos of the locations BidSync p.S9 2/14/2017 Miami~Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 and we can drop in actors utilizing our green screen and create entire scenarios to achieve your specific training objectives. Ti Training uses professional actors in our scenarios to maximize the quality and realism. Since 2010, all scenarios are filmed in 4K resolution. 4K is 4000 times clearer than standard HD. 29. Describe the various ways that a trainee can interact with a scenario (Le. use-of-force, verbal commands, non- lethal response, etc.) Most scenarios require some sort of verbal interaction from the trainee with both the scenario and other trainees. Instructors can choose how the scenario will proceed (compliance, uncooperating, assault) based on the trainee's performance. In addition to verbal commands, trainees can use a wide variety of non-lethal and lethal force options. Trainees are also expected to position themselves properly, whether working alone or as a team, move as required and use available cover when necessary. Some scenarios require the trainee to interact with more than one subject. Live roll players or training dummies can be introduced during scenarios to require handcuffing of a suspect or evacuation of a victim or bystander. If the instructor reduces the lighting on the scenario, the trainee may be required to utilize an infrared flashlight to illuminate the scenario while at the same time utilizing appropriate weapons and/or transitioning weapons. 30. Describe in full detail the types of scenarios and training available for the Taser X2 Conductive Electrical Weapon. The description should include all of the Taser X2 Simulator system components and a detailed explanation on how the Simulator interacts with all of the Taser X2 unique features such as the Warning Arc, Dual Lasers, Cartridge Deployment, Additional Cycles, and Backup Shot. Ti Training is the only simulator company with an exclusive manufacturer partnership with TASER International. This partnership has resulted in the joint development of the patent pending X2 simulation cartridge. This cartridge works in a live X2 handle and is the only simulation system that recognizes the difference between a trigger pull and an ARC switch deployment. The X2 believes the simulation cartridge is a live 25-foot cartridge and all displays on the CID are identical to what a live cartridge would show. Arming the X2 illuminates both lasers and selects the first available cartridge. If the trainee uses the Warning Arc prior to pulling the trigger, the instructor can have the subject comply. If the training pulls the trigger, both lasers (simulated probes) fire from the selected cartridge. Both lasers must hit the target or there will be no affect, just as with a live cartridge. If both lasers make contact, the subject will go down for 5 seconds, as if hit by a TASER CEW. If the subject attempts to get back up, the trainee can depress the ARC switch to re-energize the "probes" and the subject will go back down. Depressing the ARC switch activates an IR emitter in the cartridge. A USB IR receiver in the CPU recognizes this and re- energizes the deployed cartridge. Alternatively, the trainee can deploy the second cartridge and if both lasers hit the target the subject will go back down. Several scenarios have been filmed specifically for X2 deployment with ARC switch follow up and/or a second cartridge deployment.. These scenarios include impaired subjects, domestic violence, suicidal and burglary suspects. These scenarios were created with the TASER International Training Department as part of our exclusive agreement. Other scenarios created for specific training objectives involving TASER deployment include fights, theft, an assault in a booking room, drunk subjects, mentally disturbed subjects, a drunk subject standing by a swimming pool, suicidal subjects, and subjects armed with knives. The trainee has the option of using any non-lethal or lethal weapon on any of these scenarios. Additional scenarios can be created specific to TASER training objectives. In addition to the scenarios are several TASER skill building drills including multiple targets, moving targets, and targets that can be re-energized with the ARC Switch. These drills were created with the TASER International Training Department as part of our exclusive agreement. The TASER X2 and X26 User certification courses are pre-loaded onto the Simulator. Only Ti Training is authorized to deliver TASER certification course material on our systems. All testing can be completed on the system using interactive key pads. BidSync p.60 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL 31. Describe the different types of skill builder drills that will be made available to MDPD. The Simulator comes preloaded with 60 skill builder drills including: Bullseye targets 18 courses of fire with silhouette targets with various ranges, timing and movement 9 Shoot houses Several graphic street scenes 8 Hogan's Alley courses 4 pepper popper courses 2 shooting trees RFP No. EPP-RFP00485 Additionally, we will include the Firing Line true marksmanship software which will enable MDPD trainers to build any course of fire they wish on the simulator. This software allows you to import any targets you wish, build a virtual shooting range identical to your actual ranges, set distances from a to 300 yards, control timing, movement, firing positions, weather and lighting conditions. Ti will build one qualification course of fire to MDPD's specifications. Types of Simulated Weapons 32. Describe the types of lethal weapons that are supported by the Simulator and how these weapons interact with the Simulator. The Simulator will work with any firearm that we can attach a laser to and activate. The hit detection cameras pick up our proprietary laser pulse on the screen and register the hit. The type of firearm it is coming from is irrelevant. PISTOLS: Recoil kits with integrated lasers are available for most common pistols, including the Glock 17. Dry fire lasers are also available for any double action handgun, or a Glock with a resetting trigger kit. The Dry fire laser resembles a bullet and drops into the chamber of the pistol. There is no felt recoil with a dry fire laser. RIFLES: Recoil kits with integrated lasers are available for most common LE rifles, including the AR15. SHOTGUNS: A dry fire laser is inserted into a 12-gauge shotgun adapter (shell) and dropped into the chamber of any pump action shotgun. The rim of the adapter is cut down so the extractor does not catch it. This allows the trainee to continue to rack the shotgun and fire additional rounds without ejecting the adapter and laser. The instructor can designate the shotgun laser to be either a lethal or less lethal round. 33. Describe how the recoil kits operate in pistol, rifle, and shotgun type weapons. The recoil kits operate with compressed C02 that is stored in the recoil kit magazine. The C02 can come from disposable 12gr C02 cartridges or a refillable magazine. PISTOL: We replace the barrel and the magazine. The laser sits in the muzzle of the barrel. The magazine contains C02. When the trigger is pulled, C02 is released from the magazine and forces the slide back, resetting the trigger and firing the laser. A filled magazine will usually deliver between 80 -100 shots. This varies based on how quickly shots are fired and the type of pistol. RIFLES: We replace the bolt and magazine and attach a laser to the barrel or a Picatinny Rail. When the trigger is pulled, C02 is released from the magazine and forces the bolt back, resetting the trigger and firing the laser. A filled magazine will deliver between 100 -120 shots. SHOTGUNS: Recoil kits are not currently available for shotguns. 34. Describe the types of non-lethal weapons that are supported by the Simulator and how these weapons interact with the Simulator. BidSync p.61 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No_ EPP-RFP00485 BATON: Any baton can be used. The Simulator itself does not recognize the swing of the baton. The instructor observes the trainee's use and can manually cause a baton strike with a click of the mouse. The roll player will respond as if they were hit by a baton and the Simulator will log a baton strike in the report. OC SPRAY: An OC canister is fitted with a laser. The laser continues to fire as long as the OC plunger is depressed by the trainee. A visible marker shows up on the screen to show the trainee where they are hitting. This allows the trainee to walk the spray into the subject's face, just as they would in a real situation. When the spray hits the subject's face, they react as if they have just been pepper sprayed and an OC deployment is recorded in the report. TASER X26: A special low-voltage blue X26 is fitted with a cartridge that has had the probes replaced with lasers. The aiming laser on the X26 indicates the point of aim of the top probe. The X26 operates identically to a live X26. When the trigger is pulled, both lasers are fired. Both lasers must contact the subject for it to be effective. If the trainee misses with one or both probes, they must simulate a reload and fire again. If both lasers make contact, the subject will go down as if they had been hit with a CEW. The Simulator will make a sound similar to a CEW deployment for 5 seconds and log a lASER deployment on the record. TASER X2: A live X2 handle is used with special Ti Simulator cartridges with lasers in place of probes and an IR emitter. The student can use the warning ARC to gain compliance, or fire one or both cartridges and use the ARC switch to re-energize the deployed probes. Both aiming lasers operate normally, and both cartridge lasers must hit the subject to be effective. If both lasers hit, the subject will react as if hit by a CEW. The simulator will make the arcing CEW sound for 5 seconds. The Simulator will log ARC switch deployments and trigger pulls separately. 35. Describe the proposed Simulator's C02 refill station and all of the required components (i.e. Co2 tanks, nozzles, adapters plates, etc.), and how the refill process works. The refill station consists of a 20-pound tank and a nozzle. With the valve opened, the nozzle is inserted into the valve on top of a pistol or rifle (recoil kit) magazine and held for approximately 2 seconds. This is enough time to completely fill the magazine. Pistol magazines can be refilled whether they are refillable magazines or using disposable C02 cartridges. Only refillable rifle magazines can be refilled. The tank will fill several thousand magazines before it needs to be refilled. Agencies that train on the Simulator frequently and refill magazines often can usually go about a year before they need to refill the 20-pound tank. 36. Provide a description of anything (functionality, software customizations, equipment, etc.) not identified in the RFP that will be required to make the Proposed Simulator meet the Scope of Services. Additionally, please describe any optional device components, software modules, and/or recommendations to maximize the use of the Simulator. The RFP identifies all hardware and software components necessary to meet the Scope of Services. All Ti software programs are being included in this system. The V-Vest option described in item 19 is highly recommended for a return fire option. 37. Identify if Proposer has taken any exception to the terms of this Solicitation. If so, indicate what alternative is being offered and the cost implications of the exceptions (s). 1. Recoil kits are not available for shotguns. The alternative is a 12-gauge shell with a laser insert that does not eject when the shotgun is cycled. Shooters can cycle the weapon and take multiple shots, but there is no felt recoil. The cost implication is a solution that is less than half the cost of a recoil kit. 2. TASER International prefers not to sell live X2 handles to simulator companies for resale, and they do not manufacturer a simulator X2 handle. The patent pending X2 simulator cartridges built by TASER International exclusively for Ti Training are designed to go into a live X2 handle. The alternative being suggested is to have BidSync p.62 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL RFP No. EPP-RFP00485 officers use their duty X2 on the simulator by simply removing the live cartridges and replacing them with the simulator cartridges. The cost implication is a savings to the county of approximately $12,000. BidSync p.63 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL EPPRFP-00485 FORM 1 • PRICE PROPOSAL SCHEDULE LAW ENFORCEMENT SPECIALIZED TRAINING SIMULATOR INSTRUCTIONS: The Proposer's price shall be submitted on this Form 1 "Price Proposal Schedule". Proposer is requested to fill in the applicable blanks on this form. All pricing must include all cost elements including but not limited to software licenses, installation, configuration, testing, training, and maintenance and support services required to meet the specifications outlined in Section 2.0 of this solicitation document. A. PROPOSED PRICE The Proposer shall state its price for providing all equipment and services as stated in Section 2.0 • Scope of Services. TOTAL PROPOSED PRICE FOR A LAW ENFORCEMENT SPECIALIZED TRAINING SIMULATOR FOR THE INITIAL THREE (3) YEAR TERM: $180.129.00 Note: A payment schedule will be negotiated with the selected Proposer an,d based upon project milestones and deliverables (e.g., training, County's final acceptance of deliverables, etc.) B. BREAKDOWN OF PROPOSED PRICE The Proposer shall provide a breakdown of the "Proposed Price" stated in Section A, above, as provided for in the tables below. Items that are not applicable shall be identified as "N/A"; items that are at no charge to the ,"OUInlV shall be identified as "N/C". detailed cost breakdown in Table $156,755.00 Installation Services detailed cost breakdown in Table $3,500.00 detailed cost breakdown in Table $3,500.00 $0 Maintenance and Technical Support Service Fees Year 1 Maintenance and Technical Support Service Fees Year 2 Maintenance and Technical Support Service Fees Year 3 • Note: Total Proposed Price shall be equal to the Proposed Price stated in Section A above. BidSync p.64 2/14/2017 Miami-Dade County Miami-Dade County, FL Description (i.e. screens, projectors, recoil kits, accessories, software license, etc.) 8 Glock 17 Pistols 8 AR-15 Rifles 8 Shotguns 15 Recoil Kits 8 Shotgun Adapters with Lasers C02 Refill Tank and Nozzle for Recoil Kits 8 TASER X26 with Cartridge 8 Two-Cartridge sets for TASER X2 Travel costs for 2 installers for i-day install BidSync EPPRFP-00485 EPPRFP-00485 Price $59,600.00 $39,150.00 p.65 2/14/2017 Miami-Dade County EPPRFP-00485 Miami-Dade County, FL EPPRFP-00485 Travel costs for 1 trainer for 4 days (2 two-day classes) C. OPTIONAL YEARS TO RENEW (OTRl The Proposer shall state its price for providing all Optional Services and related services as provided for in the table below. These prices should not be included in the Proposer's Total Proposed Price as they will not be considered as part of the evaluation. Unless otherwise negotiated by County and Proposer, these rates will remain in effect for the duration of any contract issued as a result of this RFP, including any option-to-renew periods. C1: HARDWARE, SOFTWARE. MAINTENANCE AND TECHNICAL SUPPORT SERVICES OTR 1 -Hardware, Software, Maintenance And Technical Support Services Fees (Year 4) Hardware, Software, Maintenance And Technical Support Services Fees Contract Year 4 $5,626.00 OTR 2 -Hardware, Software, Maintenance And Technical Support Services Fees (Year 5) BidSync p.66 Miami-Dade County Miami-Dade County, FL Hardware, Software, Maintenance And Technical Support Services Fees Contract Year 5 D. OPTIONAL ADDITIONAL TRAINING AFTER GO-LIVE Trainer $0 (course in CO) $0 (course in CO) (Per $1,750 (2 day minimum) $1,750 (2 day minimum) 2/14/2017 BidSync EPPRFP-00485 EPPRFP-00485 $0 $0 (course in CO) $0 (2 day minimum) p.67 2/14/2017 Miami-Dade County EPPRFP-00485 Ti Training User Interface Screen Shots Set Up Screen: This is where the instructor selects and set's up a scenario. The upper right box is the scenario library. All scenarios are categorized and put into a folder. Clicking on a folder displays the names and a thumbnail images of all the scenarios in that folder. Once a scenario is selected, the thumbnail appears in the upper left box. The scenario video will play in this box when started. This video is all that the trainee will see downrange. Just below the video screen are 3 buttons: • Administration -This is where the instructor can manage Trainees, Instructors, low light and la nguage preferences. • Start Session -This takes the instructor to the Scenario Run screen • Run Playlist -Instructors have the option to create play lists of scenarios they select to achieve specific training objectives and to ensure consistency. This button will run all the scenarios in a playlist consecutively. The lower left box is where the instructor adds or subtracts trainees and assigns them weapons The lower right box contains scenario details including a brief description of the scenario and the branching options. Below the scenario details are the session options. From here the instructor can turn on/off the PiP BidSync p.68 2/14/2017 Miami-Dade County Administration Screen: This is where the instructor can manage Trainees, Instructors, low light and language preferences. EPPRFP-00485 1"liiliJi$!f~:'tFi''''-::-;1<:\ ____ _ __ ____ _ ____ I -'~~ -----'" ~-~~--, ->=~-.--~ ~---~-~~-,,-~ ~-," , """ . BidSync p.69 2/14/2017 Miami-Dade County EPPRFP-00485 Scenario Run Screen: This is where the instructor controls the scenario as it is running. The upper left box shows the scenario as the trainee is seeing it. Below the video are stop and pause buttons that enable the instructor to stop the scenario if necessary. There is also a button to return to the Set Up Screen. To the right of the pause button is a timer which displays the time left until the scenario branches to the default branch unless the instructor selects a different branching option. To the right of the video is the Sound Effects box. From here the instructor can choose from 62 pre- loaded sound effects, or any additional additional sound effects added by the department, and play them at any time during the scenario. To the right of the Sound Effects box is the Auxilliary Device Control box. From here, the instructor can turn on/off any devices plugged in to the Auxilliary Control Center, such as the room laser for the V-Vest, a light bar, a strobe light, or a fog machine. Below the Auxilliary Device Control box is the Telemetry box. This is where the trainees' heart rate would be displayed. The lower left box contains slide bars where the instructor can adjust the volume and lighting levels at any time during a scenario. Below the slide bars are the different branching options available to the instructor. She can activate any branching option simply by clicking it. The lower right box is Traininee and Device Status as set by the instructor for this scenario in the Set Up screen. staple gun Pointing Gun Pointing TASER -Shoots oc-Shoots BidSync p. 70 2/14/2017 Miami-Dade County EPPRFP-00485 Debrief Screen: This screen appears when the scenario is completed. The upper left box shows the scenario video. The instructor can replay the scenario in real time, in slow motion, or frame by frame. The point of impact of all uses afforce will be shown during playback. The upper right box shows the Debrief Event log. The Simulator logs which trainee fired which weapon and when. Clicking on any log entry will take the video to that point. Below the Debrief Event log are buttons for saving or printing the scenario results, repeating the scenaio, or calling up a new scenario. The lower left box is where the instructor can enter notes for each trainee. These notes become part of the report. The lower right box is the Advanced Debrief library. This is where the instructor can pull up relavant documents, videos, images, PowerPoints, etc., for review with the trainee. I. BidSync p. 71 2/14/2017 Miami-Dade County Scenario Tool Software: This is the software program where any digital video can be imported and turned into a scenario. Existing scenarios can also be altered here. Hit zones for various weapons can be created and set to automatically branch to an appropriate response. BidSync EPPRFP-00485 p. 72 Miami-Dade County EPPRFP-00485 MIJ.\MI,DAD.. E tS.!liibD mm ____ _ . !lIlillml,pa,de Cj)unty ProCIi!'elllent Managelllent Sel\'iceS Proposal SubmittalForm . 1_11 ~ i si $tr~.~t; sJi.te i$Q9s lY1i~mt F~ .. ?$'1:28 Solicitation No. EPPRFp·00485 Solicitation Title: Law Enforcement Specialized Training Simulator Legal Company Name linclude d/b/a if applicable): Federal Tax Identification Number: Ti Training LE, LLC 46·4301759 If Corporation -Date Incorporated/Organized: State Incorporated/Organized: 12·13-13 COLORADO Company Operating Address: City State Zip Code 4680 Table Mountain Drive, Suite 170 Golden CO 80403 Company Contact Person: Email Address: Rick Guilbault rick@titraining.com Phone Number Fax Number Company's Internet Web Address: (include area code): (include area code): 303414-3555 303414-3556 www.titraining.com Pursuant to Miami-Dade County Ordinance 94-34, any individual, corporation, partnership, joinl venture or other legal entity having an officer, director, or executive who has been convicted of a felony during the past len (10) years shall disclose this information prior 10 entering into a contracl wilh or receiving funding from the County. [] Place a check mark here only if Proposer has such conviction to disclose to comply with this requirement. LOCAL PREFERENCE CERTIFICATION: For the purpose of this certification, a "local business" is a business located within the limits of Miami·Dade County (or Broward County in accordance with the Interlocal Agreement between the two counties) that has a valid Local Business Tax Receipt, issued by Miami-Dade County; has a physical business address located within the limits of Miami-Dade County from wihich business is performed; and contributes to the economic development of the community in a verifiable and measurable way. This may include, but not be limited to, the retention and expansion of employment opportunities and the support and increase to the County's tax base. [] Place a check mark here only if affirming Proposer meets requirements for Local Preference. Failure 10 complete Ihis certification at this lime (by checking the box above) may render Ihe vendor ineligible for Local Preterence. LOCAL CERTIFIED VET!;BA~ Ill!SINESS ENTERPBISE CERTIFIQATIQ~' A Local Certified Veteran Business Enterprise is a firm that is (a) a local business pursuant to Section 2-8.5 of the Code of Miami-Dade County and (b) prior to proposal submission is certified by the State of Florida Department of Management Services as a veteran business enterprise pursuant to Section 295.187 of the Florida Statutes. [] Place a check mark here only if affirming Proposer is a Local Certified Veteran Business Enterprise. A copy of the cerlification musl be submitted with Ihis proposal. SMALL BUSINESS ENTERPRISE Q.Qt!.TRACT MEASURES Ut AQQlicab/el A Small Business Enterprise (SBE) must be certified by Small Business Development for the type of goods andlor services the Proposer provides in accordance with the applicable Commodity Code(s) for this Solicitation. For certification information contact Small Business Development at (305) 375-3111 or access http://www.miamidade.gov/smallbusiness/certification-programs.asp. The SBE must be certified by proposal submission deadline, at contract award, and for the duration of the contract to remain eligible for the preference. Firms that graduate from the SBE program during the. contract may remain on the contract. Is your firm a Miami -Dade County Certified Small Business Enterprise? Yes 0 No RI If yes, please provide your Certification Number: rick@tilraining.com 2114/2017 BidSync p. 73 Miami-Dade County EPPRFP-00485 SCRUTINIZED COMPANIES WITH ACTIVITIES IN SUDAN LIST OR THE SCRUTINIZED COMPANIES WITH ACTIVITIES IN THE IRAN PETROLEUM ENERGY SECTOR LIST: By executing this proposal through a duly authorized representative, the Proposer certifies that the Proposer is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, as those terms are used and defined in sections 287.135 and 215.473 of the Florida Statutes. In the event that the Proposer is unable to provide such certification but still seeks to be considered for award of this solicitation, the Proposer shall execute the proposal through a duly authorized representative and shall also initial this space:. In such event, the Proposer shall furnish together with its proposal response a duly executed written explanation of the facts supporting any exception to the requirement for certification that it claims under Section 287.135 of the Florida Statutes. The Proposer agrees to cooperate fully with the County in any investigation undertaken by the County to determine whether the claimed exception would be applicable. The County shall have the right to terminate any contract resulting from this solicitation for default if the Proposer is found to have submitted a false certification or to have been placed on the Scrutinized Companies for Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. WAIVER OF CONFIDENTIALITY AND TRADE SECRET TREATMENT OF PROPOSAL The Proposer acknowledges and agrees that the subrnittal of the Proposal is governed by Florida's Government in the Sunshine Laws and Public Records Laws as set forth in Florida Statutes Section 286.011 and Florida Statutes Chapter 119. As such, all material submitted as pari of, or in support of, the proposal will be available for public inspection after opening of proposals and may be considered by the County or a selection committee in public. By submitting a grogosal gursuant to this solicitation, you agree that all such materials may be considered to be eublic records. The P[opose[ sball Dot submit an¥ information in I'llsponse to tbis Solicitation which the Proposer considers to be a trade secret, eroerieta", or confidential. In the event that the Proposal contains a claim that all or a portion of the Proposal submitted contains confidential, proprietary or trade secret information, the Proposer, by signing below, knowingly and expressly waives all claims made that the Proposal, or any part thereof no matter how indicated, is confidential, proprietary or a trade secret and authorizes the County to release such information to the public for any reason. Acknowledament of Waiver: Proposer's Authorized Representative's Signature: Date Rick Guilbault 2-9·17 Type or Print Name Rick Guilbault Type or Print Title Vice President -Business Development The submittal of a proposal by a Proposer will be considered a good faith commitment by the Proposer to negotiate a contract with the County in substantially similar terms to the proposal offered and, if successful in the process set forth in this Solicitation and subject to its conditions, to enter into a contract substantially in the terms herein. Proposer's Authorized Representative's Signature: Date Rick Guilbault Rick Guilbault Type or Print Name Rick Guilbault Type or Print Title Vice President· Business Development 2/14/2017 BidSync p. 74 MiamiMDade County 1 FAIR SUBCONTRACTING PRACTICES In compliance with Miami·Dade County Code Section 2·8.8, the Bidder/Proposer shall submit with the proposal a detailed statement of its policies and procedures (use separate sheet if necessary) for awarding subcontractors. 2/14/2017 o NO SUBCONTRACTORS WILL BE UTILIZED FOR THIS CONTRACT Rick Guilbault Signature BidSync 2·9·17 Date EPPRFP-00485 p. 75 Miami-Dade County EPPRFP-00485 AFFIDAVIT OF MIAMI-DADE COUNTY LOBBYIST REGISTRATION FOR ORAL PRESENTATION (1) Solicitation Title: Law Enforcement Specialized Training Simulator Solicitation No.: EPPRFP·00485 (2) Department Police (3) Proposer's Name: Ti Training LE, LLC Address: 4680 Table Mountain Drive, Suite 170 Golden, CO Zip: 80403 Business Telephone: 303414·3555 E·Mail: rick@titraining.com (4) List All Members of the Presentation Team Who Will Be Participating in the Oral Presentation: Name Title Employed By Email Address Rick Guilbault VP-Business Development Ti Trainine LE rick(a}titraining.com Todd Brown Vice President Ti Trainine LE todd(a}titraining.com Greg Otte President Ti Trainine LE greg(a}titraining.com Kila DUe VP -Sales Ti Trainine LE kila(a}titraining.com (ATTACH ADDITIONAL SHEETS IF NECESSARY) The individuals named above are Registered and the Registration Fee is not required for the Oral Presentation ONLY. Any person who appears as a representative for an individual or firm for an oral presentation before a County certification, evaluation, selection, technical review or similar committee must be listed on an affidavit provided by the County. The affidavit shall be filed with the Clerk of the Board at the time the response is submitted. The individual or firm must submit a revised affidavit for additional team members added after submittal of the proposal with the Clerk of the Board prior to the oral presentation. Any person not listed on the affidavit or revised affidavit may not participate in the oral presentation, unless he or she is registered with the Clerk's office and has paid all applicable fees.U Other than for the oral presentation, Proposers who wish to address the county commission, county board or county committee concerning any actions, decisions orrecommendations of County personnel regarding this solicitation in accordance with Section 2·11.1 (s) of the Code of Miami·Dade County MUST register with the Clerk of the Board and pay all applicable fees. I do solemnly swear that all the foregoing facts are true and correct and I have read or am familiar with the provisions of Section 2·11.1 (s) of the Code of Miami·Dade County as amended. Signature of Authorized Representative: Rick Guilbault Title: Vice President -Business Development STATE OF Colorado COUNTY OF Jefferson The foregoing instrument was acknoWledged before me this 2·9-17, by Rick Guilbault, a person, who is personally known (Individual, Officer, Partner or Agent) (Sole Proprietor, Corporation or Partnership) to me or who has produced Colorado driver's license as identification and who did/did not take an oath. Paul Barsa (Signature of person taking acknowledgement) 2/14/2017 BidSync p. 76 Miami·Dade County EPPRFP-00485 Paul Barsa (Name of Acknowledger typed, printed or stamped) Senior Accountant Kilao (Title or Rank) (Serial Number, if any) nevis€d'l/2/14 2/14/2017 BidSync p. 77 Miami7Dade County EPPRFP-00485 MIAMI-DAD'. ImlI'l SUBCONTRACTOR/SUPPLIER LISTING (Miami-Dade County Code Sections 2-8.1, 2-8.8 and 10-34) Name of Bidder/Proposer: Ti TrainingLE, LLC FEIN No. 46-4301759 In accordance with Sections 2-8.1, 2-8.B and 10.34 of the Miami-Dade County Code, this form must be submitted as a condition of award by all Bidders/Proposers on County contracts for purchase of upplies, materials or services, including professional services which involve expenditures of$1 00,000 or more, and all Proposers on County or Public Health Trust construction contracts which involve xpendilures of $100,000 or more. The Bidder/Proposer who is awarded this contract shall not change or substitute first tier subcontractors or direct suppliers or the portions of the contract work to be performed or materials to be supplied from those identified, except upon written approval of the County. The Bidder/Proposer should enter the word "NONE" under the appropriate heading of this form if no subcontractors or suppliers will be used on the contract and sign the form below. lin accordance with Ordinance No. 11-90, an entity contracting with the County shall report the race, gender and ethnic origin of the owners and employees of all first tier subcontractors/suppliers. ho '''0' ",' '''0 c, . "" ,''', . . .. 0"0 "",' ". . h.1I i to 8xercise.diligent efforts to obtain that informalion and provide the same to the COllnly not later than len (10) days after it hecomes avaiiabJe and in any event prior toJinaLpayment (Please dunlicate this form If additional soaee is needed.\ Suppliesl Principal Owner Employee{s) Business Materials! (Enter the number 01 male and female owners by raoe/ethnlolty) (Enter the number 01 male and lemale emplo~:\S and the Name and Principal Services to be number 01 emDlo eElS bv race/ethnici Address of Owner Provided by Native Native First Tier Direct Supplier sianlPaclflc American/ slanlPaciflc Amerlcanl Supplier M F White Black Hispanic Islander NatI .... e o.~ M F White Black Hispanic Islander Native ,", Alaskan Alaskan I NONE Business Scope of Work Principal Owner Employee{s) Name and to be (Enter the numblr of male and female employees and the Performed by (Enter the number of male and female owners by racelethnicity) number of emnlo ees bv race/ethnlc[tv\ Address of Principal First Tier Owner Subcontractor! Native Native Subcontractor! Subconsultant M F White Black Hispanic slan/Paclflc Amerlcanl Olber M F White Black Hispanic slanlPaclflc Amerlcanl ,", Islander Native Islander Native Subconsultant Alaskan Alaskan NONE o Mark here if race, gender and ethnicity informatlon is not available and will be provided at a later date. This data may be submitted to contracting department or on~ine!a lhe&nall BuslnessDeve!opmen' of the Internal Services Department at http://www.miamidade.govlbusinesslbusiness-development-contractS.asp. As acondition of final payment, BidderlProposer shall providesuboontractor Information on thE Subcontractor Payment Report Sub 200 form which can be found at htlp:/Iwww.miamidade.govlbusinessllibrary/forms/subcontractors-payment.pdf. I certify that the representations contained in this Subcontractor/Supplier listing are to the best of my knowledge true and accurate. Rick Guilbault Rick Guilbault Signature of BldderlProposer Print Name Vice President -Business Development Print Title 2-9-17 DO, 2/14/2017 BidSync p. 78 Miami~Dade County No Bids Sunset Survival & First Aid, Inc. Sunset Survival does not carry items requested in this bid. Thank you. Debbie Depin, Sunset Survival 714-369-B096 Calif-certified DBE WBE SBE EDWOSB SunsetSurvival.com VirTra None. 2/14/2017 BidSync EPPRFP-00485 p_ 79