THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA

PROCUREMENT MANAGEMENT SERVICES

1450 N. E. SECOND AVENUE, ROOM 352

MIAMI, FLORIDA 33132

REQUEST FOR PROPOSALS

OVERSIGHT SERVICES FOR ENTERPRISE RESOURCE PLANNING IMPLEMENTATION

 

 

PROPOSAL RETURN DATE

FEBRUARY 26, 2008  

   

 

RFP NO. 061-HH10

 

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Contents REQUEST FOR PROPOSALS.................................................................................................................................1

FEBRUARY 26, 2008 ...........................................................................................................................................1

PROPOSAL ACKNOWLEDGEMENT FORM ..................................................................................................... 6

PART I – PROPOSAL GUIDELINES AND PROJECT OVERVIEW ........................................................ 7

1.0 PURPOSE OF REQUEST FOR PROPOSALS ........................................................................................................7

1.2 INSTRUCTIONS FOR SUBMISSION OF PROPOSALS.........................................................................................7

1.2.1 SUBMISSION FORMATTING AND DEADLINES...........................................................................................7

1.2.2 MODIFICATIONS TO REQUEST FOR PROPOSALS ......................................................................................9

1.2.3 EXAMINATION OF RFP DOCUMENTS AND ADDENDA POSTINGS...........................................................10

1.2.4 MISSING DOCUMENTS............................................................................................................................10

1.3 PRE‐PROPOSAL CONFERENCE AND PROTESTS .............................................................................................10

1.3.1 PRE‐PROPOSAL CONFERENCE.................................................................................................................10

1.3.2 CHANGE OR WITHDRAWAL OF PROPOSAL.............................................................................................10

1.3.3 PROTEST TO CONTRACT SOLICITATION OR AWARD...............................................................................11

1.4 DISTRICT RIGHTS AND INDEMNIFICATION ...................................................................................................12

1.4.1  DISTRICT RIGHTS ....................................................................................................................................12

1.4.2 INTELLECTUAL PROPERTY RIGHTS ..........................................................................................................12

1.4.3 INSURANCE AND INDEMNIFICATION......................................................................................................12

1.4.4 DEFAULT..................................................................................................................................................13

1.5 BOARD, STATE AND FEDERAL RULES AND STATUTES ..................................................................................13

1.5.1 PUBLIC ENTITY CRIMES ...........................................................................................................................13

1.5.2 COMPLIANCE WITH FEDERAL REGULATIONS .........................................................................................13

1.5.3 CONE OF SILENCE....................................................................................................................................13

1.5.4 AFFIRMATIVE ACTION REQUIREMENTS AND M/WBE PARTICIPATION ...............................................14

1.5.5 BACKGROUND SCREENING REQUIREMENTS..........................................................................................15

1.5.6 COMPLIANCE WITH SCHOOL CODE ........................................................................................................16

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1.5.7 CONFLICT OF INTEREST...........................................................................................................................16

1.5.8 PUBLIC RECORDS LAW ............................................................................................................................ 16

1.5.9  CHARTER SCHOOLS ................................................................................................................................17

1.5.10 PURCHASES BY OTHER PUBLIC AGENCIES ............................................................................................17

1.5.11 ASSIGNMENT ........................................................................................................................................17

1.6 PERFORMANCE REQUIREMENTS ..................................................................................................................17

1.6.1 PROPOSER(S) PERFORMANCE.................................................................................................................17

1.7 OTHER REQUIREMENTS ................................................................................................................................17

1.7.1 OTHER OBLIGATIONS..............................................................................................................................17

1.7.2 OTHER GENERAL CONDITIONS ...............................................................................................................18

1.8 EVALUATION AND SELECTION ......................................................................................................................18

1.8.1 EVALUATION ...........................................................................................................................................18

1.8.2 SELECTION COMMITTEE .........................................................................................................................20

1.8.3 SCHEDULE ...............................................................................................................................................21

2. PROJECT OVERVIEW ...................................................................................................................... 21

2.1 MIAMI‐DADE COUNTY PUBLIC SCHOOLS PROJECT OVERVIEW ...................................................................21

2.1.1 M‐DCPS BACKGROUND...........................................................................................................................21

2.1.2 M‐DCPS ORGANIZATION CHART.............................................................................................................22

2.2.1 CURRENT INFORMATION TECHNOLOGY ENVIRONMENT OVERVIEW....................................................22

2.2.1.1 Project Management / Process Engineering (PM/PE) .........................................................................22

2.2.1.2 Infrastructure & System Support .........................................................................................................23

2.2.1.3 Data Security........................................................................................................................................23

2.2.1.4 Systems & Programming .....................................................................................................................24

2.2.1.5 Business & Operational Services ..........................................................................................................24 

         2.3 Technical Vision.........................................................................................................................................25 

PART II – PROPOSAL FORMS............................................................................................................. 25

3. PROPOSAL SUMMARY AND PROPOSED ORGANIZATION ......................................................... 25

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3.1 PROPOSAL SUMMARY ..................................................................................................................................25

3.1.1 Minimum Qualifications .........................................................................................................................25 

         3.1.2  Statement of Understanding.................................................................................................................27 

         3.1.3 Proposed Statement of Work ................................................................................................................27 

3.1.4 List of Providers ......................................................................................................................................27

3.1.5 Summary of the Project’s Major Deliverables ........................................................................................28

3.2 PROPOSED PROJECT ORGANIZATION...........................................................................................................28

3.2.1 Proposer Qualifications...........................................................................................................................29

3.2.2 Proposer Prior Experience ......................................................................................................................29

3.2.3 Proposer Client References ....................................................................................................................30

3.2.4 Proposer Team Roles ..............................................................................................................................31

3.2.4.1 Proposer’s Key Personnel .....................................................................................................................31

3.2.4.2 Proposer Key Personnel Background ...................................................................................................32

3.2.4.3 Proposer Key Personnel Client References ...........................................................................................33

3.2.4.4 Proposer Staff ......................................................................................................................................34

3.2.5 M‐DCPS Project Team Roles ...................................................................................................................34

3.2.5.1 District Responsibilities ........................................................................................................................34

3.2.6 Project Team Continuity .........................................................................................................................35

3.2.7 Committee Participation.........................................................................................................................35 

         3.2.8 Contract Performance............................................................................................................................35 

3.2.9 Financials and Other Reports..................................................................................................................35

3.2.9.1 Financial Statements............................................................................................................................35

3.2.10 Proposer and Subcontractor Contact Information ...............................................................................35

3.2.11 Subcontractor References ....................................................................................................................37

3.2.12 Project Staffing Plan and Organizational Chart Diagram......................................................................38

4. BUSINESS REQUIREMENTS ........................................................................................................... 38

4.1 Key Business Functionality.........................................................................................................................38 

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5. PROPOSED MANAGEMENT SERVICES.........................................................................................39

5.1 Project Coordination Services...................................................................................................................39

5.1.1 General Management ............................................................................................................................40

5.1.2 Project Management .............................................................................................................................40

5.1.3 Status Reporting and Meetings .............................................................................................................41

     5.1.4 Project Scope Change Plan.....................................................................................................................41 

     5.2  PLANNING....................................................................................................................................................41 

5.3  KNOWLEDGE/SKILLS TRANSFER...................................................................................................................41

6. SUBMITTAL FORMS......................................................................................................................... 42

6.1 DISCLOSURE OF LITIGATION .........................................................................................................................42

6.2  OCCUPATIONAL LICENSE ..............................................................................................................................42

6.3 SWORN STATEMENT .....................................................................................................................................42

7.0 INSURANCE PROPOSAL COST .................................................................................................... 42

7.1 COST PROPOSAL AND INSTRUCTIONS ..........................................................................................................43

7.2 PROPOSED PAYMENT SCHEDULE..................................................................................................................43 

     7.3 TERM OF ENGAGEMENT...............................................................................................................................44 

APPENDIX A - ACRONUM LIST

APPENDIX B – SELECTED SAMPLE TERMS AND CONDITIONS

APPENDIX C – COST PROPOSAL

APPENDIX D – PROJECT PLAN TIMELINE

APPENDIX E – AFFIRMATIVE ACTION EMPLOYEE BREAKDOWN

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REQUEST FOR PROPOSALS NO. 061-HH10

PROPOSAL ACKNOWLEDGEMENT FORM

OVERSIGHT SERVICES FOR ENTERPRISE RESOURCE PLANNING IMPLEMENTATION

ANTI-COLLUSION STATEMENT

THE UNDERSIGNED PROPOSER HAS NOT DIVULGED TO, DISCUSSED, OR COMPARED HIS PROPOSAL WITH OTHER PROPOSER(S) AND HAS NOT COLLUDED WITH ANY OTHER PROPOSER OR PARTIES TO THE PROPOSAL WHATSOEVER. PROPOSER ACKNOWLEDGES THAT ALL INFORMATION CONTAINED HEREIN IS PART OF THE PUBLIC DOMAIN AS DEFINED BY THE STATE OF FLORIDA SUNSHINE LAW.

CERTIFICATION AND IDENTIFICATION FOR PROPOSER(S) SUBMITTING PROPOSALS.

I certify that this proposal is made without prior understanding, agreement or connection with any corporation, firm or person submitting a proposal for the same service, and is in all respects fair and without collusion or fraud. I agree to abide by all conditions of these proposal specifications and I certify that I am authorized to sign this proposal.

(Please Type or Print Below)

Legal Name of Vendor:

Federal ID Number:

Telephone: Fax:

Mailing Address: City: State: Zip: Contact Person: Phone Number: Email:

Authorized Signature: Type / Print Name

Title: Date of Proposal:

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PART I – PROPOSAL GUIDELINES AND PROJECT OVERVIEW

1.0 PURPOSE OF REQUEST FOR PROPOSALS

The purpose of this Request for Proposals (RFP) is to award proposer(s) a contract with The School Board of Miami-Dade County, Florida (herein referred to as Miami-Dade County Public Schools (M-DCPS), to provide operational oversight services reviewing the Enterprise Resource Planning (ERP) implementation planning, functional and organizational impact and monitor the progress and adherence to original and contractual objectives of the ERP project. The required services will include monitoring and periodic reporting to the District and Board on the status of the ERP project as well as monitoring the delivery of benefits as the project progresses thru Phase-Gate Reviews.

The School Board has entered into a contractual services agreement with SAP Public Services, Inc., for ERP software and Deloitte Consulting LLP, for the ERP systems integration and implementation process. Proposers responding to this RFP cannot be affiliated with the current project, nor can they participate in the “core” project until after completion.

1.2 INSTRUCTIONS FOR SUBMISSION OF PROPOSALS

1.2.1 SUBMISSION FORMATTING AND DEADLINES Nine copies of this proposal, one of which must be an original must be received by 2:00 P.M. (Eastern Daylight Time), on Tuesday, February 26, 2008, at:

The School Board of Miami-Dade County, Florida Bid Clerk, Procurement Management

1450 N. E. Second Avenue, Room 352 Miami, Florida 33132

The responsibility for submitting this proposal to the District on or before the stated date and time will be solely and strictly the responsibility of the proposer. The District will in no way be responsible for delays caused by the United States Postal Service or any other delivery service or caused by any other occurrence. The proposal must be submitted in a sealed envelope or box marked “Oversight Services For Enterprise Resource Planning Implementation”. It is anticipated this proposal may be presented to The School Board of Miami-Dade County, Florida, for acceptance on or about April 16, 2008. If accepted, notification to the successful proposer (s) will be on or after April 16, 2008. The Board reserves the right to reject any and all proposals. Proposals shall be prepared single-sided, unbound, in a three ring binder on 8½” x 11 paper. Use of 11" x 17" foldout sheets should be limited. Elaborate format is not necessary. Do not provide promotional or advertising information. Vendor is requested to submit RFP package in the format that follows: Response to questions in same order as presented is requested.

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Sections should be tabbed as follows:

Section 1. Proposal Acknowledgement Form Proposal Acknowledgement Form/Anti-Collusion Statement. This form must be completed and executed by an authorized representative of the Proposer, and must be provided in Section 1 of the Proposal. No other form may replace the Proposal Acknowledgement Form.

Section 2. Executive Summary The Executive Summary is a recap of the proposal and shall not exceed ten (10) single-sided pages. It shall be signed by an authorized representative of the proposing firm. Briefly summarize your understanding of the requested services. Discuss the firm’s specific role and present the firm’s relevant qualifications for performing that role. Identify the names, address, affiliation, e-mail, telephone number and fax number of the key contact person(s) for both Proposer and any subcontractor(s). Proposer shall (1) indicate in the executive summary, compliance to the requirements as listed in the minimum qualification requirements section and (2) indicate which requirement(s), if any, Proposer may not comply with. Proposer shall address any problem(s) that they envision to be associated with fulfilling the requirements of the RFP and cite specific suggestions for avoiding or mitigating these problems. The executive summary must provide a brief description of the proposing firm and shall include: history; number of years the organization has been in business; type of products and services it provides. The executive summary must confirm that the Proposer shall comply with the provisions of this RFP. Section 3. Proposal Summary and Proposed Organization Proposer(s) shall complete the tables provided in Part II, Section 3, Proposal Summary and Proposed Organization, of this RFP, and include the completed tables in Section 3 of the Proposal.

In completing Sections 3, 4, 5, 6 and 7 of the Proposal Forms provided in Part II of this RFP, Proposer(s) shall acknowledge each stated requirement in all with gray shading. The Proposer shall include in the space provided at the bottom of each response table a narrative explanation. Proposer(s) may expand tables to answer questions if the space provided is not suitable. More so, Proposer(s) may attach charts, diagrams and plans, where applicable, and will note the location of such attachments in the gray response field.

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Section 4. Business Requirements Proposer(s) are not allowed to change any of the deliverables.

Section 5. Submittal Forms Proposer(s) shall complete the forms provided in Part II, Section 6, Submittal Forms, of this RFP, and include the completed tables in Section 6 of the Proposal. The following completed submittal forms shall be provided in Section 6 of the Proposal: OCCUPATIONAL LICENSE: Any person, firm, corporation or joint venture, with a

business location in Miami-Dade County, Florida, which is submitting a RFP, shall meet the County’s Occupational License Tax requirements in accordance with Chapter 8A, Article IX of the Code of Miami-Dade County, Florida. Proposer(s) with a location outside Miami-Dade County shall meet their local Occupational Tax requirements. A copy of the license is requested to be submitted with the RFP Proposal.

INSURANCE REQUIREMENTS: The Proposer shall submit with the Proposal evidence

that they can obtain prior to commencement of work, the coverage’s required by the District. Final insurance verification will be completed by the Office of Risk and Benefits Management prior to award.

Section 6. Cost Proposal The Cost Proposal shall include the following sections: Proposer(s) shall complete the forms provided in Part II, Section 7, Proposal Cost, of this RFP, and include the completed tables in the Cost Proposal.

Section 7. Required Attachments Proposer(s) shall include in this section the following attachments: SUPPLEMENTAL ACRONYM LIST – Include a list of acronyms that are specific to

your Technical and/or Cost Proposals. If you use acronyms already listed in Appendix A, Acronyms, there is no need to repeat those in your Supplemental Acronym List.

DISCLOSURE OF LITIGATION – Each Proposer (and each subcontractor included in

the Proposer’s Proposal) must include a complete disclosure of any civil litigation, arbitration or proceeding to which it is a party and which is pending or was concluded within one year from the date of this RFP.

1.2.2 MODIFICATIONS TO REQUEST FOR PROPOSALS

Proposer(s) are advised that any changes to the Request for Proposal requirements may render the proposal non-responsive and may result in the proposal not receiving any further consideration.

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1.2.3 EXAMINATION OF RFP DOCUMENTS AND ADDENDA POSTINGS Proposer shall be solely responsible for examining the enclosed RFP Documents, including any Addenda issued during the Proposal period with respect to any and all conditions which may in any way affect the amount or nature of the Proposal or the performance of the Services in the event Proposer is selected.

Proposer(s) are advised to monitor continuously, the M-DCPS Procurement website, for any addendums or questions and answers that may be posted, prior to the opening of this solicitation. The procurement website, which lists all RFPs, addendums, questions and answers and award information, is as follows: http://procurement.dadeschools.net (then click on) Bids/Under the Cone of Silence. Select the applicable RFP number of interest.

1.2.4 MISSING DOCUMENTS

All proposals received in response to this RFP, will be sealed for a period of 20 days, pursuant to Florida Statute 119.07, to allow for the request and receipt of any missing documents. Respondents who do not meet all the requirements for the RFP may be contacted to submit the missing information within two business days. Incomplete or noncompliant proposals may be disqualified.

1.3 PRE-PROPOSAL CONFERENCE AND PROTESTS 1.3.1 PRE-PROPOSAL CONFERENCE

There will be no Pre-Proposal conference.

FINAL DEADLINE FOR ANY INQUIRY, CLARIFICATION, OR INFORMATION REGARDING THIS RFP SHALL BE FEBRUARY 18, 4:00 PM. THIS IS TO

ALLOW M-DCPS SUFFICIENT TIME TO ADDRESS ALL RECEIVED INQUIRIES

All Proposer(s) should monitor continuously, the M-DCPS Procurement website, for any addendums or questions and answers that may be posted, prior to the opening of this solicitation. The procurement website, which lists all Bids, RFPs, addendums, questions and answers and award information, is as follows: http://procurement.dadeschools.net (then click on) Bids/ Cone of Silence.

1.3.2 CHANGE OR WITHDRAWAL OF PROPOSAL PRIOR TO PROPOSAL OPENING. Should the vendor withdraw its proposal, they shall do so in writing. This communication is to be received by the Assistant Superintendent, Procurement Management Services, 1450 N.E. 2nd Avenue, Room 351, Miami, FL 33132, prior to the opening of the proposals. The vendor's name and the proposal number should appear on the envelope.

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1.3.3 PROTEST TO CONTRACT SOLICITATION OR AWARD

The Board shall provide notice of a decision or intended decision concerning a solicitation, contract award, or exceptional purchase by electronic posting which can be accessed at the District’s website www.dadeschools.net Any person who is adversely affected by the agency decision or intended decision, shall file with the agency a notice of protest in writing within 72 hours after the posting of the notice of decision or intended decision. With respect to a protest of the terms, conditions, and specifications contained in a solicitation, including any provisions governing the methods of ranking proposals or replies, awarding contracts, reserving rights of further negotiation or modifying or amending any contract, the notice of protest shall be filed in writing within 72 hours after the posting of the solicitation. The formal written protest shall be filed within 10 days after the date of the notice of protest is filed. The formal written protest shall state with particularity the facts and law upon which the protest is based. Saturdays, Sundays, and state holidays shall be excluded in the computation of the 72-hour time periods established herein.

The protesting party shall be required to post a bond consistent with F.A.C. Rule 28-110.005(2), and Board Rule 3C-1.11. Failure to file a protest within the time prescribed in Section 120.57(3), Florida Statutes, or failure to post the bond or other security required by law within the time allowed for filing bond, shall constitute a waiver of proceedings under Chapter 120, Florida Statutes. Formal written protests will be reviewed by Procurement Management Services who will offer the protesting proposer the opportunity to meet and discuss the merits of the protest. If the protest is not resolved, the proposer may seek an administrative hearing pursuant to 120.57 Florida Statutes. Petitions for hearings on protests pursuant to 120.57 Florida Statutes must be filed in accordance with School Board Rule 6Gx13-8C-1.064.

RESERVATION FOR REJECTION OR AWARD. The Board reserves the right to reject any and all proposals, to waive irregularities or technicalities, and to request re-issue a new solicitation.

NOTICE OF INTENDED ACTION. Notices will be posted on the District’s website http://procurement.dadeschools.net/ 7-10 days prior to a regularly scheduled Board meeting.

OFFICIAL AWARD DATE. Awards become official upon Board action.

It is anticipated that a proposal(s) may be presented to the School Board for acceptance on or about April 16, 2008. If accepted, notification to the successful proposer(s) will be on or after April 16, 2008. The School Board reserves the right to reject any and all proposals.

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1.4 DISTRICT RIGHTS AND INDEMNIFICATION

1.4.1 DISTRICT RIGHTS The District may verify the qualifications of any Proposer under consideration, require confirmation of information furnished by a Proposer, and require additional evidence of qualifications to perform the Services described in this RFP. The District reserves the right to:

• Reject any or all of the Proposals; • Cancel and reissue RFP; • Cancel the entire RFP; • Issue addendums with revisions or clarifications to the RFP; • Reduce the scope of work if in the best interest and at the sole

discretion of the District; • Utilize subcommittees to assist selection committee; • Establish a short list of Proposer(s) eligible for

discussions/clarifications after review of written Proposals;

This RFP does not commit the Board to enter into a Contract nor does it obligate the Board to pay for any costs incurred in the preparation and submission of Proposals or in anticipation of a Contract.

1.4.2 INTELLECTUAL PROPERTY RIGHTS

Excluding licensed software and other mutually agreed upon products, all deliverables and products developed and delivered in association with any Contract awarded as a result of this RFP shall be the property of and belong solely to the District.

1.4.3 INSURANCE AND INDEMNIFICATION

If selected, the proposer(s) shall agree to hold harmless, indemnify and defend the indemnities, as hereinafter defined, against any claim, action, loss, damage, injury, liability, cost or expense of whatsoever kind or nature including, but not by way of limitation, attorney's fees and court costs arising out of bodily injury or damage to tangible property arising out of or incidental to the performance of the services of this Request for Proposals by or on behalf of the proposer, excluding only the sole negligence or culpability of the indemnities. The following shall be deemed to the indemnities: The School Board of Miami-Dade County, Florida and its members, officers and employees.

Successful vendor(s) are required to have insurance coverage, as specified in the Indemnity and insurance, Items 15 and 16, of Appendix B, Selected Terms and Conditions. The successful vendor(s) must submit completed certificate of insurance form(s), before being recommended for award. Failure to submit this

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form(s), as noted, will result in the vendor(s) not being recommended for the RFP award.

1.4.4 DEFAULT

In the event of default, which may include, but is not limited to non-performance and/or poor performance, the awardee shall lose eligibility to transact new business with the Board for a period of 14 months from date of termination of award by the Board. Proposer(s) that are determined ineligible may request a hearing pursuant to §120.569, Fla. Stat., and School Board Rule 6Gx13-8C-1.064.

1.5 BOARD, STATE AND FEDERAL RULES AND STATUTES

1.5.1 PUBLIC ENTITY CRIMES Section 287.133(2)(a) Florida Statute. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a RFP on a contract to provide any goods or services to a public entity, may not submit a RFP on a contract with a public entity for the construction or repair of a public building or public work, may not submit RFPs on leases of real property to a public subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list.

1.5.2 COMPLIANCE WITH FEDERAL REGULATIONS

All contracts involving Federal funds will contain certain provisions required by applicable sections of Title 34, Section 80.36(I) and Section 85.510 Code of Federal Regulations and are included by reference herein. The vendor certifies by signing the proposal that the vendor and its principals are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in federally funded transactions and may, in certain instances, be required to provide a separate written certification to this effect.

During the term of any contract with the Board, in the event of debarment, suspension, proposed debarment, declared ineligible or voluntarily excluded from participation in federally funded transactions, the vendor shall immediately notify the Assistant Superintendent, Procurement Management Services, in writing.

Proposer(s) will also be required to provide access to records, which are directly pertinent to the contract and retain all required records for three years after the grantee (The Board) or sub-grantee makes final payment.

For all contracts involving Federal funds, in excess of $10,000, The Board reserves the right to terminate the contract for cause as well as for convenience by issuing a certified notice to the vendor.

1.5.3 CONE OF SILENCE

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A Cone of Silence is applicable to this Request for Proposal. Any inquiry, clarification, or information regarding this RFP must be requested, in writing, by FAX or E-mail to:

A COPY OF THIS WRITTEN REQUEST MUST BE SENT SIMULTANEOUSLY TO:

Barbara D. Jones, CPPB, Executive Director Procurement Management Services Miami-Dade County Public Schools 1450 N. E. Second Avenue, Room 352 Miami, Florida 33132

FAX #(305) 995-7443 bjones@dadeschools.net

Ileana Martinez, School Board Clerk Miami-Dade County Public Schools 1450 N.E. Second Avenue, Room 268B Miami, Florida 33132 FAX #305-995-1448 martinez@dadeschools.net

All Proposer(s) should monitor continuously, the M-DCPS Procurement website, for any addendums or questions and answers that may be posted, prior to the opening of this solicitation. The procurement website, which lists all RFPs, addendums, questions and answers and award information, is as follows: http://procurement.dadeschools.net (then click on) Current RFPs/RFP's Under the Cone of Silence.

1.5.4 AFFIRMATIVE ACTION REQUIREMENTS AND M/WBE PARTICIPATION

Equal Employment Opportunity It is the policy of the School Board that no person will be denied access, employment, training, or promotion on the basis of gender, race, color, religion, ethnic or national origin, political beliefs, marital status, age, sexual orientation, social and family background, linguistic preference, or disability, and that merit principles will be followed. Each proposer is required to indicate his/her equal employment policy and provide a detailed breakdown by ethnicity, gender, and occupational categories of his/her work force. Submittal Forms, Appendix E.

Minority/Women Business Enterprises (M/WBE) Participation: It is the policy of the District to actively increase contracting opportunities for Minority/Women Business Enterprises (M/WBEs). In keeping with this policy, if a minority firm, as defined in Board Rules 6Gx13-3G-1.01 through 3G-1.05, is to perform a scope of work, then the Proposer is requested to provide documentation to substantiate same. In addition, if a prospective M/WBE is eligible for, but is not District certified by the deadline for submitting proposals, then Proposer(s) must

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submit, with their responses, an M/WBE Certification Application (form FM 3920) for each of the non-certified companies.

The M/WBE Certification Application may be accessed through the following link:

http://procurement.dadeschools.net/pdf/3920.pdf

The awarded vendor is required to report all payments made to M/WBE’s on a quarterly basis. The reports shall include the name of firms, contact persons and expenditures paid each quarter, and shall be submitted to the Director, Division of Business Development and Assistance, 1500 Biscayne Blvd, Suite 128, Miami, Florida 33132. The M/WBE Quarterly Expenditure Report may be accessed through the following link:

http://mwbe.dadeschools.net/forms/4831.pdf

1.5.5 BACKGROUND SCREENING REQUIREMENTS

In accordance with the requirements of Sections, 1012.465, and 1012.32 and 1012.467,Florida Statutes, School Board Rules 6Gx13- 3F-1.024 and 6Gx13- 4C-1021 as amended from time to time Contractor agrees that, if Contractor receives remuneration for services, Contractor and all of its employees who provide or may provide services under this Agreement will complete criminal history checks, and all background screening requirements, including level 2 screening requirements as outlined in the above-referenced statutes and School Board rules prior to providing services to the School Board of Miami-Dade County. Additionally, Contractor agrees that each of its employees, representatives, agents. subcontractors or suppliers who are permitted access on school grounds when students are present, who have direct contact with students or who have access to or control of school funds must meet level 2 screening requirements as described in the above-referenced statutes and School Board rules. Pursuant to the 2007 amendments to the JLA enacted by the Florida Legislature, requirements for certain fingerprinting and criminal history checks shall be inapplicable to non-instructional contracted personnel who qualify for exemption from level 2 screening requirements as provided under § 1012.468, Fla.Stat. (2007). In addition, the provisions of § 1012.467, Fla.Stat. (2007) are incorporated herein by reference, and any provisions of this Addendum that may be inconsistent with, contrary to, or determined to be in conflict with § 1012.467, will be superseded by said statute. A non instructional contractor who is exempt from the screening requirements set forth in § 1012.465, § 1012.468 or § 1012.467, Florida Statutes, is subject to a search of his or her name or other identifying information against the registration information regarding sexual predators and sexual offenders maintained by the Department of Law Enforcement under § 943.043 and the national sex offender public registry maintained by the United States Department of Justice. Contractor will not be charged for this search.

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Further, upon obtaining clearance by Board, if Board deems necessary, Board will issue a photo identification badge which shall be worn by the individual at all times while on Board property when students are present.

Contractor agrees to bear any and all costs associated with acquiring the required background screening - including any costs associated with fingerprinting and obtaining the required photo identification badge. Contractor agrees to require all its affected employees to sign a statement, as a condition of employment with Contractor in relation to performance under this Agreement, agreeing that the employee will abide by the heretofore described background screening requirements, and also agreeing that the employee will notify the Contractor/Employer of any arrest(s) or conviction(s) of any offense enumerated in School Board Rules 6Gx13- 3F - 1.024 and 6Gx13- 4C 1.021 within 48 hours of its occurrence. Contractor agrees to provide the Board with a list of all of its employees who have completed background screening as required by the above-referenced statutes and who meet the statutory requirements contained therein. Contractor agrees that it has an ongoing duty to maintain and update these lists as new employees are hired and in the event that any previously screened employee fails to meet the statutory standards. Contractor further agrees to notify the Board immediately upon becoming aware that one of its employees who were previously certified as completing the background check and meeting the statutory standards is subsequently arrested or convicted of any disqualifying offense. Failure by Contractor to notify the Board of such arrest or conviction within 48 hours of being put on notice and within 5 business days of the occurrence of qualifying arrest or conviction, shall constitute grounds for immediate termination of this Agreement by the Board.

 The parties further agree that failure by Contractor to perform any of the duties described in this section shall constitute a material breach of the Agreement entitling the Board to terminate this Agreement immediately with no further responsibility to make payment or perform any other duties under this Agreement.

1.5.6 COMPLIANCE WITH SCHOOL CODE

Contractor agrees to comply with all sections of the Florida K-20 Education Code, Title XLVIII, Florida Statutes as it presently exists, and further as it may be amended from time to time. Further, Contractor agrees that failure to comply with the Florida K20 Education Code shall constitute a material breach of this Agreement and may result in the termination of this Agreement by the Board.

1.5.7 CONFLICT OF INTEREST

Former Miami-Dade County Public Schools employees, classified as Managerial Exempt Personnel, Pay Grade 22 and above, Dade County School Administrators Association, Pay Grade 47 and above, and other equivalent positions, are prohibited from personally representing another person or entity or acting as an agent or attorney for compensation in connection with any matter in which The School Board of Miami-Dade County, Florida, is interested, for two years after the School Board employees’ service terminates. This provision is pursuant to School Board Rule 6Gx13 – 4A-1.212 and Florida Statute § 112.313(9).

The School Board of Miami-Dade County, Florida shall be prohibited from entering into any business relationship or continue an existing business relationship with any person or entity determined to have engaged in violation of the restriction contained in this provision.

1.5.8 PUBLIC RECORDS LAW

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It is the practice of The School Board of Miami-Dade County, Florida, to evaluate all Requests For Proposals in a public forum open to the Sunshine, pursuant to Florida Statute §286.011 and to make available for public inspection and copying any information received in response to an RFP, in accordance with Florida Statute §119, as such any information sent to M-DCPS is being sent into the public domain. No action on the part of the proposer would create an obligation of confidentiality on the part of the School Board, including but not limited to, making a reference in the proposal to the trade secret statutes, Florida Statutes §§ 812.081, 815.045. It is recommended that potential suppliers exclude from their response any information that, in their judgment, may be considered a trade secret.

1.5.9 CHARTER SCHOOLS

Items awarded under this contract shall be made available to Charter Schools approved by the School Board. The School Board is not responsible or liable for any purchases that may be made by Charter Schools.

1.5.10 PURCHASES BY OTHER PUBLIC AGENCIES

With the consent and agreement of the successful Proposer(s), purchases may be made under this RFP by Miami-Dade County, Florida, and other governmental agencies or political subdivisions within the State of Florida. Such purchases shall be governed by the same terms and conditions. This agreement in no way restricts or interferes with the right of any State of Florida Agency or political subdivision to rebid any or all of these items. The School Board is not responsible or liable for any purchases that may be made by Miami-Dade County, Florida, and other governmental agencies or political subdivisions within the State of Florida.

1.5.11 ASSIGNMENT

Awarded vendor(s) may not assign this Agreement. The foregoing shall not be construed to limit awarded vendor’s right to use qualified subcontractors in performance of portions of the services provided hereunder.

1.6 PERFORMANCE REQUIREMENTS

1.6.1 PROPOSER(S) PERFORMANCE Proposer(s) must have the ability to provide services requested in this Request For Proposals. Proposer(s) will be requested to provide information regarding previous experience and references in the K-12 market. Previous performance on similar contracts may be a consideration in the evaluation process including delivery performance, invoicing, and product performance.

Awarded vendor(s) performance on this contract may affect future contract awards based on performance on this contract.

1.7 OTHER REQUIREMENTS 1.7.1 OTHER OBLIGATIONS

The selected Proposer shall be required to enter into a written Agreement with the Board. The District shall require certain contractual obligations, which may include, but

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are not limited to, the following: A. Status Reporting: The selected Proposer shall be required to attend weekly

meetings at a location to be determined by M-DCPS, and submit status reports covering such items as progress of work being performed, milestones attained, resources expended, problems encountered and corrective action taken, etc. Status reports will also include a Gantt chart.

B. Payment Schedules: Payments for services shall be based on defined deliverables. No payments shall be made in advance of work performed. Payment will be made within thirty days (30) of receipt of invoice.

C. Disclosure of Litigation: Each Proposer (and each subcontractor included in the Proposer’s Proposal) must include a complete disclosure of any civil litigation, arbitration or proceeding to which it is a party and which is pending or was concluded within one year from the date of this RFP in Section 8, Submittal Forms. This is a continuing disclosure requirement. Any such litigation, arbitration, or other proceeding (collectively, “Proceeding”) commencing after submission of a Proposal must be disclosed in a written statement to Procurement Management Services within 30 days of its occurrence. Details of settlements that are prevented from disclosure by the terms of the settlement may be annotated as such.

1.7.2 OTHER GENERAL CONDITIONS

Additional terms and conditions not included in this RFP shall be included by the District in the final Contract and shall be agreed to by both parties.

1.8 EVALUATION AND SELECTION

Proposals shall be evaluated for conformance to the requirements of the RFP and on the responsibility and responsiveness of the Proposer.

1.8.1 EVALUATION

Any Contract resulting from this RFP shall be awarded to the responsible and responsive firm(s) whose Proposal represents the best overall value to the District, as determined by the Selection Committee.

Proposals shall be evaluated based upon qualifications listed below: Qualification Requirements Proposer(s) and/or Subcontractor(s) shall meet these qualification requirements at the time of Proposal submittal:

A. The Proposer and/or Subcontractor shall have conducted SAP

implementation Oversight services for a minimum of three (3) years. This would include change, functional, organizational, technical, and project

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management assessment monitoring and reporting. References shall be provided with proposal identifying the organization, contact name and contact information. Contact name supplied for the organization is requested to have been a Project Manager or Project Lead. Additionally, contact information for one Functional Business Lead from the organization is requested.

B. The Proposer and/or Subcontractor shall have successfully conducted consulting services for a public agency, preferably a K-12 organization of similar size and complexity, within the last three (3) years. References shall be provided with proposal identifying the organization, contact name and contact information. Contact name supplied for the organization is requested to have been a Project Manager or Project Lead. Additionally, contact information for one Functional Business Lead from the organization is requested.

C. The Proposer and/or Subcontractor shall have prior experience working with large school districts, providing planning or management services. References shall be provided with proposal identifying the organization, contact name and contact information. Contact name supplied for the organization is requested to have been a Project Manager or Project Lead.

D. The Proposer and/or Subcontractor shall have a proven Project Management Methodology. Proposer and/or Subcontractor staff must be a certified Project Management Professional and Business Analysts ITIL certified.

E. The Proposer and/or Subcontractor shall have a prominent office located in South Florida, preferably Dade County headquartered. Proposer and/or Subcontractor must provide resources and references from public agencies, K-12 or education institutional clients.

F. The Proposer and/or Subcontractor shall have a proven record of implementing operational best practice models. References shall be provided with proposal identifying the organization, contact name and contact information. Contact name supplied for the organization is requested to have been a Project Manager or Project Lead.

G. The Proposer and/or Subcontractor shall have prior experience with Enterprise Resource Planning projects. References shall be provided with proposal identifying the organization, contact name and contact information. Contact name supplied for the organization is requested to have been a Project Manager or Project Lead.

H. The Proposer and/or Subcontractor shall have a proven track record using and understanding the Balance Scorecard, CoBiT, and ITIL frameworks. References shall be provided with proposal identifying the organization, contact name and contact information. Contact name supplied for the organization is requested to have been a Project Manager or Project Lead.

I. The Proposer and/or Subcontractor shall have a proven approach to performing Change Management. References shall be provided with proposal identifying the organization, contact name and contact information. Contact name supplied for the organization is requested to have been a

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Project Manager or Project Lead J. The Proposer and/or Subcontractor shall have a proven approach to

Portfolio Management and Project Management Office management. References shall be provided with proposal identifying the organization, contact name and contact information. Contact name supplied for the organization is requested to have been a Project Manager or Project Lead.

K. The Proposer and/or Subcontractor shall have SAP implementation experience. Provide information as to which modules Proposer has implemented with the client, and the size and complexity of the project. Please indicate whether your firm has ever lead a client/team through a major Sarbanes-Oxley compliance audit. References shall be provided with proposal identifying the organization, contact name and contact information.

1.8.2 SELECTION COMMITTEE

Proposals will be evaluated by representatives of the District in order to ascertain which proposal best meets the needs of the School Board. The selection committee will consist of the following individuals or their designees:

Deputy Superintendent, Business Operations Executive Officer, Information Technology Services Assistant Superintendent, School Operations Director, Division of Business Development and Assistance Employment and Staffing Officer, Office of Human Resources Controller, Office of Controller Chief Auditor (non-voting) Assistant Superintendent, Procurement Management Services (non-voting) Executive Director, Procurement Representative (non-voting).

Evaluation consideration will include, but not be limited to:

Responsiveness of the proposal in clearly stating an understanding of the work to be performed;

Cost, may not be the dominant factor but will have some significance and will be a particularly important factor when all other evaluation criteria a relatively equal;

Primary emphasis in the selection process will be placed on background, qualifications, experience and /or expertise in the area of ERP oversight services; and Past performance.

The School District reserves the right to reject any and all proposals submitted. The School Board is not obligated to place any order for services subsequent to the award of this proposal.

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1.8.3 SCHEDULE

The planned schedule for review of proposals is as follows: Procurement Contract Review Committee February 7, 2008 Mailing of Request For Proposals February 11, 2008 Deadline for Questions February 18, 2008 Opening of Proposals February 26, 2008 Evaluation of Proposals March 10, 2008 Oral Presentations (If required) March 17, 2008 Award Recommendation April 16, 2008

Above dates may vary based on number of submissions and the available resources of staff. .

2. PROJECT OVERVIEW

2.1 MIAMI-DADE COUNTY PUBLIC SCHOOLS PROJECT OVERVIEW 2.1.1 M-DCPS BACKGROUND The Miami-Dade County Public Schools District is a $6 billion organization with over 55,000 employees on the payroll. As the fourth largest school district in the country, M-DCPS provides educational services to over 350,000 students in Pre-kindergarten through grade 12, and adult programs.

The District: Maintains 193 elementary schools, 56 middle schools, 42 senior high schools,

15 K-8 centers, 16 primary learning centers, 5 specialized centers, 57 charter schools, 16 alternative schools, and 23 vocational/adult education centers.

Maintains multiple administration sites. Provides educational services over an area of approximately 1900 square miles. Retains approximately 25,250 full-time certified employees including teachers,

Paraprofessionals, Assistant Principals and Principals. In October 2005, the Board received the District Strategic Plan 2005-2008. The District’s mission is as follows:

“We provide the highest quality education so that all of our students are empowered to lead productive and fulfilling lives as lifelong learners and responsible citizens.”

The specific goals of the District’s Strategic Plan 2005-2008 are as follows: 1. Ensure achievement of high academic standards by all students.

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2. Develop our students so that they are able to successfully compete in the global economy.

3. Actively engage family and community members to become our partners in raising and maintaining high student achievement.

4. Reform business practices to ensure efficiency, effectiveness and high ethical standards.

5. Recruit, develop and retain high-performing, diverse, and motivated faculty and staff.

To satisfy this District’s mission and achieve its goals, the District must leverage technology to respond to an evolving educational setting, rising demands of access to information and interconnection to the larger global community. 2.1.2 M-DCPS ORGANIZATION CHART Please refer to the following link for the District’s Organizational Chart as of February 8, 2008: http://pdfs.dadeschools.net/Bdarch/2006/Bd091306/agenda/a6.pdf 2.2 INFORMATION TECHNOLOGY ENVIRONMENT This section summarizes a description of the District’s information technology environment.

2.2.1 CURRENT INFORMATION TECHNOLOGY ENVIRONMENT OVERVIEW On December 14, 2005 the School Board of Miami–Dade County approved the District’s Comprehensive Information Technology Blueprint developed by the Celt Corporation. This plan resulted in 80 information technology initiatives which have been combined into 11 strategic recommendations. It will serve as the District’s roadmap for developing an integrated technology infrastructure and will provide equitable access, use, and support of information technology resources for all students. After implementation of the technology blueprint, the quality of M-DCPS technology services will ensure that:

Students are technologically proficient and academically successful; Teachers are highly qualified and engaging; Administrators are effective and efficient; Support staff is productive; and Parents can be more involved in their child’s academic progress.

Information Technology Services (ITS) is broken down into six areas:

Project Management / Process Engineering (PM/PE), Infrastructure & System Support, Data Security, Technology Delivery, Systems & Programming, and Business & Operational Services.

Each area is described below.

2.2.1.1 Project Management / Process Engineering (PM/PE)

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The Program Management and Process Engineering area oversees the development and application of standards for new projects and ongoing operations and the implementation of continuous improvement plans. It supervises the collection of metrics that measure the business practices of ITS and assists in the development of the services required for project implementation, planning, monitoring, evaluation and feedback. It oversees the updating of information on the IT policies and procedures that describe the various acquisition, installation, operation and support activities for the various technology elements.

2.2.1.2 Infrastructure & System Support Infrastructure & Systems Support (ISS) has various mission critical areas which assist schools, district offices and school site support centers. ISS supports instructional and administrative applications and/ or equipment. This is accomplished by the following seven areas:

Project Management/ Regional Center Support Teams: Coordination and implementation of technology for new construction, renovations, additions and upgrades. Design, implement, maintain and support of telephone and network infrastructure systems. Coordinate and implement the installation, maintenance and support of network infrastructure, computers, peripherals and instructional/ administrative applications necessary to effectively sustain the District’s educational and administrative support programs.

SBAB Executive Support Team: Ensures that high level district staff and Board Members are properly supported.

System User Support/ Network Support: Provide schools, district offices and school site support centers with first level technical support on the use and operation of applications such as Electronic Gradebook, Student Scheduling, MacSchool, ISIS, MSA, Email, P-Synch, VACS, Payroll, data/ telecommunications systems, computer hardware, peripherals, interfaces with district telecommunications and hardware service providers and other Business and Instructional applications critical to maintaining adherence to State Statues and Board Rules.

Add Moves and Changes (AMC): Interfaces with school and district staff on the processing of adds/ moves/ changes to their data/ telecommunications systems.

Inventory/ Warehousing Control: Process requisitions in order to maintain adequate stock of equipment which is used to provide the highest level of service to all district departments and schools. Complete annual reconciliation of assets against the districts Property Control System.

Telecommunications: Supports and maintains a variety of telecommunication services ranging from traditional voice (e.g., telephone) services to key systems, public address systems, and others.

Records and Forms Management: (RCFM) is the custodian for all district records (student transcripts) and official forms. RCFM is responsible for the efficient and secure management of school district information in accordance to Board Rules and State Statutes.

2.2.1.3 Data Security IT Security encompasses all technology areas. Major components of District IT security

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include access control and management for user systems and data and the provision and management of remote access.

Security also includes multiple systems for controlling both inbound and outbound Internet communications via firewall and Intrusion Detection Systems (IDS), virus control, e-mail, spam avoidance, virtual private network (VPN) deployment, management, and more. As security is intertwined with all IT technology areas, there are direct security implications in all framework areas.

2.2.1.4 Systems & Programming Systems & Programming has the technical programming staff necessary to provide system analysis, program design, programming, testing, documentation, and implementation of new and revised applications to the school district. Systems and Programming is divided into eight functional areas covering all of the district's mainframe systems, Database Administration and Multi-platform development. The eight areas are listed below:

Student Services. Financial Services Human Resources. Business Services. Business Solutions. Facilities Solutions. Student Solutions. Enterprise Architecture.

Database Administration falls under the Enterprise Architecture area and deals with all the electronic methods for saving, storing, accessing, and archiving District data. The District currently maintains the following types of data repositories:

An Enterprise Data warehouse that is built on Microsoft SQL with Informatica ETL and COGNOS BI.

Business Enterprise databases that is proprietary to the business applications. Many of these are housed on a large IBM mainframe in either Adabas or VSAM.

SQL databases that house information from other District systems and serve as intermediate repositories for data to ensure the security of the enterprise system and/or serve as a query data repository.

2.2.1.5 Business & Operational Services The Business & Operational Services area consists of the technology components that allow users and systems to interconnect with each other. It also includes other infrastructure technologies necessary for enterprise system to work. The primary components are:

Wide Area Network (WAN): The District’s WAN consists of a high-speed, “hub and spoke” design. The “hub” being the M-DCPS ITS Data Facility which provides access to district hosted applications like Email and Grade

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Book as well as access to the Public Internet and legacy mainframe applications

Local Area Networks (LAN): The District currently supports over 400 facilities each with one or more LANs. Each remote site is connected to the M-DCPS Wan either by T1 Frame Relay circuit (1.5 MB) or Metro-Ethernet (7 MB) technology. The District mandates specific standards for all LAN cable plants, equipment, and connectivity deployments.

Core IP Services: The District supports multiple Domain Name System (DNS) domains for both internal and external use. Dynamic Host Control Protocol (DHCP) provides IP address allocation and delivery.

Business & Operational Services area also manages all the systems and tools that an individual District employee, educator, or manager can use to accomplish their respective responsibilities. Some examples of personal electronic systems are desktops, laptops, and PDAs as well as prepackaged productivity software for such functions as word processing, spreadsheet analysis, and individual database development. The area also includes some level of file storage (file services), servers, and input/output/storage peripheral devices including:

Printers Scanners Networked copier/scanner CD Library Systems File Servers Tape Drive Systems (local back up solutions)

2.3 TECHNICAL VISION The School District envisions a technical environment that is always available, secure, highly responsive, flexible in configuration, easy to maintain, enhance, and upgrade, and, above all, one that provides the information and analysis tools to support the M-DCPS staff in fulfilling the mission and goals of the District. PART II – PROPOSAL FORMS

3. PROPOSAL SUMMARY AND PROPOSED ORGANIZATION

In this and all subsequent sections of the Proposal Forms, the Proposer shall acknowledge understanding and compliance with requirements. Proposer is to include a detailed response where requested for items shaded in gray.

3.1 PROPOSAL SUMMARY

3.1.1 Minimum Qualifications

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Requirement Acknowledged Proposer and/or Subcontractor shall have experience which would include change, functional, organizational, technical, and project management assessment monitoring and reporting. References shall be provided with proposal identifying the organization, contact name and contact information. Contact name supplied for the organization is requested to have been a Project Manager or Project Lead. Additionally, contact information for one Functional Business Lead from the organization is requested.

References identifying the organization, contact name and contact information should be provided here. The Proposer and/or Subcontractor shall have successfully conducted SAP consulting services for a public agency, preferably a K-12 organization of similar size and complexity, within the last three (3) years. References shall be provided with proposal identifying the organization, contact name and contact information. Contact name supplied for the organization is requested to have been a Project Manager or Project Lead. Additionally, contact information for one Functional Business Lead from the organization is requested.

References identifying the organization, contact name and contact information should be provided here. The Proposer and/or Subcontractor shall have prior SAP implementation experience working with school districts of similar size and complexity providing strategic management services for ERP. Proposer must identify SAP modules they have implemented and size and complexity of the project.

References identifying the organization, contact name and contact information should be provided here. The Proposer and/or Subcontractor shall have a proven Project Management Methodology. Proposer and/or Subcontractor staff must be a certified Project Management Professional and Business Analysts ITIL foundation certified.

References identifying the methodology and certifications should be provided here.

The Proposer and/or Subcontractor shall have a proven record of implementing Quality Assurance Best Practices.

References identifying the organization, contact name and contact information should be provided here. The Proposer and/or Subcontractor shall have experience managing large scale Enterprise Resource Planning projects.

References identifying the organization, contact name and contact information should be provided here. The Proposer and/or Subcontractor shall have a proven approach to Risk Management and Change Management.

References identifying the approaches should be provided here

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Requirement Acknowledged The Proposer and/or Subcontractor shall have a proven approach to Portfolio Management and Project Office Management.

References identifying the approaches should be provided here The Proposer and/or Subcontractor shall have a proven experience with Balance Scorecard, CoBiT, ITIL and PMI frameworks.

References identifying the approaches should be provided here 3.1.2 Statement of Understanding

Statement of Understanding Acknowledged Indicate your understanding of the District’s current situation and how your proposed services meet the requirements documented in this RFP.

Insert answer here.

What do you understand to be the purpose and scope of this project?

Insert answer here.

What are the pertinent issues, potential problems associated solutions related to the project?

Insert answer here. 3.1.3 Proposed Statement of Work

Provide a Proposed SOW. Describe the project phases and how the Proposer intends to proceed toward the completion of the project. Indicate major responsibilities of Proposer, Subcontractor(s), and the District.

Proposed Statement of Work Acknowledged Provide a Proposed SOW. Describe the project phases and how the Proposer intends to proceed toward the completion of the project. Indicate major responsibilities of Proposer, Subcontractor(s), and the District.

Attach Proposed Statement of Work

3.1.4 List of Providers Please indicate all company name(s) that will furnish products or services below (if necessary, insert extra rows).

List of Providers

Overview Services Provider (if not the Proposer)

Insert Overview Services Provider Name Here

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Other Other

3.1.5 Summary of the Project’s Major Deliverables

Deliverable Acknowledged The Proposer shall use the standard project management, word processing, relational database management, presentation and spreadsheet products used by the District, at the version levels specified by the District, in the preparation of all project correspondence and deliverables.

District will be responsible for reviewing and approving each deliverable. Each deliverable will require a negotiated District turn-around time to be included in the Project Schedule. In addition, provide a list of other project components that will not be considered deliverables requiring approval by the District.

Documents must be presented to the District in the format specified by the District. Proposer shall propose a format for project documents and gain District approval prior to preparation of the first project deliverable. All project documents shall remain consistent with the approved format.

The Proposer shall meet with the District Project Manager to review an outline of, and criteria for, each project deliverable in advance of its preparation. Proposer shall provide a draft table of contents as part of the outline.

The Proposer must propose a comprehensive set of deliverables for the project. The List must include Major Deliverables and Other Project Components.

Identify a list of Deliverables and Other Project Components that will be provided to the District over the course of the Project using the table below.

Deliverable Name

RFP Section Reference, if applicable

Attachments or Filename, if applicable

e.g. Project Plan

Section 5.1.3, Project Management

Attachment 1 Project Plan.doc

1

2

3

4 3.2 PROPOSED PROJECT ORGANIZATION This section shall provide all relevant information regarding project organization and the Proposer’s unique capabilities. Both the documentation of Proposer’s internal practices and satisfaction of its clients are an essential part of the District’s evaluation process.

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3.2.1 Proposer Qualifications

Proposer Qualifications Acknowledged Identify the unique qualifications that the Proposer brings to this project. Explain what differentiates its services from others in the market.

Insert answer here.

3.2.2 Proposer Prior Experience

Prior Experience Acknowledged Does the Proposer demonstrate experience in completing similar projects on time and within budget? Cite implementation.

If Yes, insert answer here. Do the individuals assigned to the project have experience on similar projects? Cite implementation.

If Yes, insert answer here. Summarize the extensive education and experience of the assigned personnel.

Insert answer here. Describe the adequacy of staff, methodology, tools and resources; quality and appropriateness of technical or support staff; and past performance of the organization relevant to this project.

Insert answer here. Discuss relevant SAP implementation oversight services that the Proposer has started and successfully completed. Indicate how many were large school districts.

Insert answer here Discuss the SAP implementation oversight services that the Proposer has started but has been unsuccessful in fully completing. Cite reasons for lack of success on these projects.

Insert answer here.

What are the key lessons learned from previous projects? Insert answer here.

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3.2.3 Proposer Client References Proposer(s) are required to list five (5) Proposer references, including contact information for similar projects that the Proposer has completed.

R

Entity Name; Contact Name; Contact E-mail Address; Contact Telephone Number; Title

Public Sector; K-12; etc. Type

No. of Employees and Students/ Operating Budget

Product Name & Version)/ Platform (Hardware, OS, DBMS)

Specify Vendor; App.; and Version of other vendor products at this site Interfaces

Project Description; Project Scope; Project Objectives; Products and Services Rendered to Organization; Project Duration/Dates; Project Status and Outcome; Proposed Personnel Involved n

1

2

3

4

5

M-DCPS Request for Proposals for Oversight Services – RFP No. 061-HH10

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3.2.4 Proposer Team Roles The Proposer should demonstrate that it employs a competent team of people that are readily available to work on this project. All proposed key project personnel, including subcontractor staff, must be identified in the Proposal. Each person’s role must be identified below.

Proposer Team Roles Acknowledged Provide a list of the names, positions, hours and duration of assignment for each of your personnel that may be assigned to the project. This should include titles, job descriptions, roles and responsibilities for the positions being proposed as the Proposer’s project team, with head counts per job function.

Insert answer here.

List roles and team members designated to each role

Insert answer here. List other required resources (specify) Insert answer here.

3.2.4.1 Proposer’s Key Personnel It is the District’s expectation that the key personnel included with this proposal will be the actual individuals assigned to the project should the proposal be accepted. Additionally, it is required that personnel assigned to this contract will remain with the project through implementation. Should an extreme circumstance require substitution of a key team member, the District reserves the right to approve or disapprove any requested change. This is to assure that “key” personnel and persons with vital experience and skill are not arbitrarily removed from the project by the Proposer. In the event that a replacement of a proposed team member is necessary, the Proposer shall replace that person with another person with similar experience, qualification, skill sets and rates.

The District may terminate the Contract based on the loss of what the District considers “key” personnel. The District requires the Proposer to staff the project with seasoned professionals. The District expects that staff in the senior-level positions would have seven (7) or more years of experience managing/supporting projects of this size and scope and five (5) or more years of direct ERP implementation experience in the public sector. K-12 experience is highly desirable. Staff working in analytical or implementation roles must have at least two (2) years of related experience. Proposer is expected to work with District personnel at districts sites as well neutral work location. Please describe a physically neutral work environment. Associated costs, if any, should be provided in the Optional Cost portion of Section 9. Identify in the table below all key personnel, the role/position of each person, the anticipated hours per month and the duration of the person’s participation on the project. Include in this proposal a proposed project director who will have overall responsibility to the District and proposed project manager(s) who will be responsible

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for day-to-day communications with the District.

Proposer Key Personnel

Name Role

Hours Per Month

Please provide a resume for each key person listed above.

Proposer Resumes Acknowledged

Please provide a resume for each key person listed above.

Insert resumes here.

3.2.4.2 Proposer Key Personnel Background

Include the information requested below for each “Key Personnel” project team member.

Team Member

Work History on Similar Projects

Technical Qualifications

Legal Relationship with Prime or Subcontractor

M-DCPS Request for Proposals for Oversight Services – RFP No. 061-HH10

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3.2.4.3 Proposer Key Personnel Client References

Proposer(s) are required to list three (3) “Key Personnel” references, including contact information for similar projects that each team member has completed.

Ref. No.

Entity Name; Contact Name; Contact E-mail Address; Contact Telephone Number; Title t

Public Sector; K-12; etc. Type

No. of Employees and Students/ Operating Budget

Product Name & Version)/ Platform (Hardware, OS, DBMS) Applications

Specify Vendor; App.; and Version of other vendor products at this site Interfaces

Project Description; Project Scope; Project Objectives; Products and Services Rendered to Organization; Project Duration/Dates; Project Status and Outcome; Team Member’s Role and Responsibilities Description

1

2

3

M-DCPS Request for Proposals for Oversight Services – RFP No. 061-HH10

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3.2.4.4 Proposer Staff Please address the following for Proposer personnel not identified in “Key Personnel” above. Again be sure to include all other subcontractor staff, where applicable, within this section.

Proposer Staff Acknowledged Please provide Resumes or brief biographies of the specific staff being proposed to work on project tasks. The specific staff identified in the project management outline may not be changed prior to commencement of work or during the course of the project without the specific approval of the District and two weeks notice.

Insert proposed staff resumes here. Where existing staff cannot be identified for a specific job function, the Proposer shall include minimum job specifications and shall provide maximum hourly rates in Appendix I – Cost Proposal. http://procurement.dadeschools.net/ERP/Appendix/index.asp

Insert minimum job specifications here. Proposer may not recruit or hire District employees until at least one year from the date of the termination of the contract. Proposer shall provide and execute a Knowledge Transfer Plan to be followed if any Proposer staff is changed. Insert any additional comments related to the above here. 3.2.5 M-DCPS Project Team Roles In the table below list each M-DCPS District project team role required to assist in the implementation of the Oversight. Include team role, required skills, a brief description of tasks, estimated number of staff hours per role per month, and duration of the project required.

Role/Type

Required Skills

Task Description

Hours Per Month Duratio

n

3.2.5.1 District Responsibilities

District Responsibilities Acknowledged Describe what is required of the District to ensure a successful implementation.

Insert answer here.

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3.2.6 Project Team Continuity

Project Team Continuity Acknowledged Describe your plan maintaining continuity in the composition of the project team.

Insert answer here. 3.2.7 Committee Participation Deliverable Acknowledged The Proposer shall provide ongoing participation on one or more implementation committees, including, but not limited to, the Executive Steering Committee and the Advisory Group

3.2.8 Contract Performance

Contract Performance Acknowledged If a Proposer or subcontractor has had a contract terminated due to the Proposer’s non-performance or poor performance during the past five (5) years, all such incidents must be described, including the other party’s name, address and telephone number. If the Proposer has experienced no terminations in the past five (5) years, so indicate.

Insert answer here.

3.2.9 Financials and Other Reports 3.2.9.1 Financial Statements

Provide a copy of the Proposer and subcontractor(s) company’s last two year’s financial statements.

Financial Statements Attach financial statements.

3.2.10 Proposer and Subcontractor Contact Information Subcontractors may be used to perform work under this contract. The substitution of one subcontractor for another may be made only at the discretion of the District project manager, and with prior written approval from the project manager. Proposer(s) shall be responsible for the subcontractors meeting all terms and conditions of the specifications.

This section must be completed for the Proposer and all subcontractors included in the Proposal. (Add additional tables if necessary.) Proposer shall note if named Subcontractor is M/WBE.

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Proposer Company Name

Local Address

Headquarters Address

Company Web-site Address Contact Representative Name & Title

Representative Phone & e-mail Subcontractor Company Name

Local Address

Headquarters Address

Company Web-site Address Contact Representative Name & Title

Representative Phone & e-mail Subcontractor Company Name

Local Address

Headquarters Address

Company Web-site Address Contact Representative Name & Title

Representative Phone & e-mail Subcontractor Company Name

Local Address

Headquarters Address

Company Web-site Address Contact Representative Name & Title

Representative Phone & e-mail

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3.2.11 Subcontractor References Insert five (5) subcontractor references for each subcontractor, including contact information for similar projects that the subcontractor has completed.

Ref. No. Contact Entity Name; Contact Name; Contact E-mail Address; Contact Telephone Number; Title ct

Org. Type Public Sector; K-12; etc.

No. of Employees and Students/ Operating Budget

Operational Applications Product Name & Version)/ Platform (Hardware, OS, DBMS)

Application Interfaces Specify Vendor; App.; and Version of other vendor products at this site

Start-End Dates of Implementation

Project Description; Project Scope; Project Objectives; Products and Services Rendered to Organization; Project Duration/Dates; Project Status and Outcome; Proposed Personnel Involved Description

1

2

3

4

5

M-DCPS Request for Proposals for ERP Oversight Services – RFP No.061-HH10

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3.2.12 Project Staffing Plan and Organizational Chart Diagram

Project Staffing Plan and Organizational Chart Diagram Acknowledged The Proposal must include a comprehensive Project Staffing Plan for staff to work in conjunction with District project team and optional staff (subject matter experts) to supplement District staff during the ERP Systems Integration Project.

Insert plan here. Please provide an overall organizational chart diagram, of the proposed project staffing structure. The diagram should show Proposer, vendors and District team members. Insert diagram in the space below.

Insert diagram here. 4. BUSINESS REQUIREMENTS

This section of the RFP contains instructions for responding to the Key Business functionality for the Oversight 4.1 KEY BUSINESS FUNCTIONALITY The following major business functions are of particular importance to the District. For each major business function include a detailed response to the following questions:

Key Business Functionality Acknowledged Who are the key team members the Proposer intends to be responsible for the “Major Business Functions” listed in the table below? What experience do they have in the specific area? What experience do they have in implementing a balance scorecard? Where was that experience garnered?

Insert answer here Discuss the overall methodology and approach to be taken including any special tools, methodologies or utilities the Proposer will bring to the project.

Insert answer here What overall approach will be taken to identifying requirements, and implementing quantified and appropriate communications and reporting structures?

Insert answer here Define approach to prioritize the criticality of activities and functions of the ERP project, Including interdependent supporting functions and systems? While it may not be possible to determine exact priorities or sequence in the proposal, discuss at least the methodology or approach to be taken in making those choices.

Insert answer here Risk as it pertains to the ERP implementation at Miami-Dade County Public Schools is the possibility of an event, or series of events, jeopardizing the District’s ability to meet

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Key Business Functionality Acknowledged the goals of the project. What overall approach will be taken to identify risks, monitor risks, mitigate risks, and the process by which risks will be communicated to the project stakeholders? Insert answer here What overall approach will be taken to review recurring milestones and monitor ERP enterprise level project functional, technical and budgetary interdependencies?

Insert answer here Major Business Functions

• Project Management Office • Change Management • Quality Assurance • Configuration Management

5. PROPOSED PROJECT MANAGEMENT SERVICES Deliverable Acknowledged The District requires that the Proposer take responsibility for providing project management services for the Oversight. The Proposer is expected to guarantee the successful, timely, on budget completion of the project as defined in the Project Management in Section 5.1.3. Project Management.

5.1.1 Project Coordination Services

Deliverable Acknowledged

Describe the nature and extent of the project coordination services proposed. following services will be provided:

. Maintain project schedule.

. Coordinate hardware planning and installation.

Security certification

. Prepare project status reports and attend status meetings.

. Problem solving and troubleshooting all Proposer products and services.

. Coordination of Proposer efforts with District. Describe extent.

Other (Specify).

Insert any additional comments related to the above Deliverables here.

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5.1.2 General Management Deliverable Acknowledged

The Proposer shall develop and observe a set of management procedures and practices designed to ensure adequate control over:

. The Proposer's personnel.

. Changes to the scope.

. The quantity of chargeable resources used to perform the services. Insert any additional comments related to the above Deliverables here.

5.1.3 Project Management

Deliverable Acknowledged The Proposal shall include a proposed resource loaded Project Plan that includes estimated staffing, descriptions of proposed project team staff, and timelines for the implementation project tasks. The plan shall include estimated District staffing, tasks, and level of participation. The plan is expected to reflect an on-budget and timely approach.

The selected Proposer's project team must, throughout the life of the project, maintain the following included in the Project Plan:

Proposed project phases covering current state assessment, monitoring and recurring audits.

The Project Plan shall identify all projects and enterprise activity critical path and intersection points as milestones triggers.

Project organization chart and high-level outline of tasks and responsibilities.

Insert Project Plan here.

Insert any additional comments related to the above Deliverables here. 5.1.4 Status Reporting and Meetings Deliverable Acknowledged

The Proposer shall be responsible for preparing a weekly team status report and periodic status reports for Executive Steering Committee briefings.

The Proposer shall be responsible for preparing the agenda for project status meetings that will highlight major issues.

The Proposer will develop and implement a methodology and process for Score-carding, reporting and communicating throughout the life of the project and that can be sustained and leveraged for use in enterprise decision support

Insert any additional comments related to the above Deliverables here.

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5.1.6 Project Scope Change Plan

Deliverable Acknowledged

The proposal shall include a Project Scope Change Plan for controlling possible gaps discovered in current project. At a minimum, the proposal should cover the following points:

Change Request Recording.

Change Request Evaluation.

Composition of a Change Control Review Board.

. Change Request Implementation and Acceptance Procedures.

. Documentation of the Deliverable and technical changes.

Insert Project Scope Change Plan here. Insert any additional comments related to the above Deliverables here. 5.2 PLANNING

Deliverable Acknowledged The selected Proposer shall be capable of providing services and deliverables as part of conducting the Oversight of an ERP system implementation.

The Proposer shall work with the District staff and will be responsible for planning and executing all phases of the Oversight project.

Insert any additional comments related to the above Deliverables here. 5.3 KNOWLEDGE/SKILLS TRANSFER

Deliverable The Proposal shall include a plan that outlines the areas of knowledge or skills transfer, the method of transfer for each area of the implemented system, the level of effort to be dedicated by the Proposer and the District to this transfer, and the means of periodic measurement of the effectiveness of the knowledge transfer.

Insert Knowledge/Skills Transfer Plan here.

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6. SUBMITTAL FORMS

6.1 DISCLOSURE OF LITIGATION

Disclosure Acknowledged Proposer(s) (and each subcontractor included in the Proposer’s Proposal) shall include a complete disclosure of any civil litigation, arbitration or proceeding to which it is a party and which is pending or was concluded within one year from the date of this RFP. See Section 1.7.1, Other Obligations, for further instructions.

Provide Disclosure of Litigation here. 6.2 OCCUPATIONAL LICENSE

Submittal Acknowledged

OCCUPATIONAL LICENSE: Any person, firm, corporation or joint venture, with a business location in Miami-Dade County, Florida, which is submitting a bid, shall meet the County’s Occupational License Tax requirements in accordance with Chapter 8A, Article IX of the Code of Miami-Dade County, Florida. Bidders with a location outside Miami-Dade County shall meet their local Occupational Tax requirements. A copy of the license is requested to be submitted with the Bid Proposal. If the Bidder has already complied with this requirement, a new copy is not required while the license is valid and in effect. It is the Bidder’s responsibility to resubmit a copy of a new license after expiration or termination of the current license. Noncompliance with this condition may cause the bid not to be considered for award.

Submit Copy here. 6.3 SWORN STATEMENT

Submittal Acknowledged Proposer and all sub-contractors shall be compliance with Background Screening Requirements per 1.5.5 Background Screening Requirements. Forms may be accessed at: http://procurement.dadeschools.net/JessicaLunsfordAct.asp

Submit Copies here. 7.0 INSURANCE PROPOSAL COST

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Submittal Acknowledged

Insurance verification will be required prior to commencement of work. Indemnification and Insurance requirements are defined in Appendix B- Selected Terms and Conditions, 15 and 16.

7.1 COST PROPOSAL AND INSTRUCTIONS

Appendix C, Cost Proposal is to be submitted by the Proposer The Proposer shall submit to the District a summary of proposed costs (and attached supporting information) suitable for detailed review and analysis.

In addition to the specific information required, the Proposer is expected, in good faith, to incorporate in and submit with this form, any additional data, supporting schedules, or substantiation which are reasonably required for the conduct of an appropriate review and analysis in the light of the specific facts of this procurement. For effective negotiations, it is essential that there be a clear understanding of: a. The existing, verifiable data, b. The judgmental factors applied in projecting from known data to the estimate, and c. The contingencies used by the Proposer in the proposed price.

The Proposer's estimating process itself needs to be disclosed. By submission of this Proposal the Proposer grants to the District, the right to examine, for the purpose of verifying the cost or pricing data submitted, those books, records, documents and other supporting data which will permit adequate evaluation of such cost or pricing data, along with the computations and projections used therein. This right may be exercised in connection with any negotiations/discussions prior to Contract award.

7.2 PROPOSED PAYMENT SCHEDULE Payments to the Contractor shall be based on agreed-upon milestones to be defined as conducting the Oversight activities and provide the auditing, testing and subsequent project status and risk reporting.

7.3 TERM OF CONTRACT The term of engagement will begin on June 1, 2008 and extend through August 31, 2009. During the term of the engagement, the firm will determine the intervals and timeframe for evaluation and assessment of the project that is commensurate with key project milestones.

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APPENDIX A – ACRONYMS This appendix contains the acronyms that may be used in this RFP.

ABEND Abnormal End of Application ACES Charter School System ACS Alimony Child Support ACH Automated Clearing House ACRS Automated Cost Reporting System ADS Active Directory Services AFE Authorized for Expenditure AFF Available Funds File AFR Available Funds Report AMC Add Move and Changes AP Accounts Payable API Application Program Interface AR Accounts Receivable ARIS Automated Reappointment System ASCII American Standard Code for Information Interchange ASN Advanced Shipment Notifications ASP Active Server Page ATS Applicant Tracking System BA Benefits Administration BAFO Best and Final Offers BAS Basic Account Structure BC Budgetary Control BAFO Best and Final Offer BI Business Intelligence BLS Bureau of Labor Statistics BMC Control-D Software Company BPEL Business Process Execution Language BPR Business Process Re-engineering Plan BPR Business Performance Reporting BSPG Business Services Project Group CA Compensation Administration CAFR Comprehensive Annual Financial Reports CAFS Computer Assisted Food Services CAPOR Cost as a Percentage of Revenue CASAS Computer Assisted Staff Allocation System CBT Computer-Based Training CC Common Components CCM Cash & Capital Management CCPA Consumer Credit Protection Act CD Compact Disc CD-ROM Compact Disk-Read Only Memory CE Current Earnings CFDA Catalog of Federal Domestic Assistance CICS Customer Information Control System CIP Construction In Process CM Configuration Management CM Contract Management CNA Center for Naval Analysis COBRA Consolidated Omnibus Budget Reconciliation Act

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CoBiT Control Objectives for Information and related Technology COMPASS Comprehensive on-line Maintenance Purchasing and Stores System COP Certificate of Participation COTS Commercial-Off-The-Shelf CP Capital Planning CPU Central Processing Unit DBA Database Administrator DBMS Database Management System DCI Data Communication Interface DDB Double Declining Balance DECO Department of Education Correction Online System DHCP Dynamic Host Control Protocol DMZ Demilitarized Zone DNS Domain Name System DOD Date of Death DOE Department of Education DOES Deduction on Earnings DROP Deferred Retirement Option Plan DTD Data Type Definitions DVD Digital Video Disk ED Education EDI Electronic Data Interchange EDM Employee Data Management EDTP Drug Test Appointment System EEO Equal Employment Opportunity EFT Electronic Funds Transfer ELIS Employee Leave Information System EM Exit Management EMC Imaging Software Company EQ Equal ERD Entity Relationship Diagram ERIIP Early Retirement Incentive Program ERP Enterprise Resource Planning ESE Exceptional Student Education ESOL English for Speakers of Other Languages ESS Employee Self Service ETF Encumbrance Transactions File ETL Extract, Transform, Load EXAAM Exchange Automated Account Maintenance FA Fixed Assets FAQ Frequently Ask Questions FBMC Fringe Benefit Maintenance Corporation FC Financial Controller FEMA Federal Emergency Management Agency FERPA Family Educational Rights and Privacy Act FF&E Furniture, Fixtures and Equipment FIFO First In, First Out FLSA Fair Labor Standards Act FMLA Family Medical Leave Act FOOD Food Ordering System FOP Financial and Operational Planning FR Financial Report FRS Florida Retirement System FSA Flexible Spending Account

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FSAS Food Service Accounting System FSIS Food Service Inventory System FTE Full Time Equivalent FTP File Transfer Protocol GAAP Generally Accepted Accounting Principles GASB Governmental Accounting Standards Board GEAC Financial Software Company GF General Functionality GL General Ledger GOB General Obligation Bond GR Grants GT Greater Than GUI Graphical User Interface HB House Bill HDD Hard Disk Drive HIPAA Health Insurance Portability and Accountability Act HR Human Resources HRMS Human Resource Management System HTML Hypertext Markup Language IBM International Business Machines ICMS International Cash Management System ID Identification IDS Intrusion Detection System IE Information Expert IIS Microsoft Internet Information Services IM Inventory Management I/O Input/Output IP Internet Protocol IPIF Instructional Personnel Interview Form IRS Internal Revenue Service ISBN International Standard Book Number ISIS Integrated Student Information System ISS Infrastructure & Systems Support IT Information Technology ITIL Information Technology Infrastructure Library ITS Information Technology Services ITSM Information Technology Service Management IVR Interactive Voice Response JE Journal Entry JV Journal Voucher KPI Key Performance Indicator LAN Local Area Network LDAP Lightweight Directory Access Protocol LEAV Leave of Absence System LEP Limited English Proficient LOD Line of Duty M&O Maintenance and Operations MAC Maximum Amount Contributable MB Mega Byte M-DCPS Miami-Dade County Public Schools MESA Material Equipment Supply Allocation MESS Food Menu Scheduling META Multicultural, Education, Training, and Advocacy, Inc. MSA Management Science of America MSAF Management Science of America - Financials

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MSDS Material Safety Data Sheets MS Microsoft MSS Manager Self Service M/WBE Minority Women Business Enterprise NIC Network Interface Card NIGP National Institute of Governmental Purchasing, Inc. NMLI Native Mode LAN Interconnection NSF Insufficient Funds OSHA Occupational Safety and Health Administration ODS Operational Data Store OE Organizational Effectiveness OFO Office of Facilities Operations OIAGA Office of Intergovernmental Affairs and Grants Administration OL Outlook OLAP Online Analytical Processing OLTP Online Transaction Processing OS Operating System OT Overtime OTETA Omnibus Transportation Employee Testing Act P&L Profit and Lost P-Synch Password Synchronization PAC Position Authorization Control PARL Payroll Maintenance System PARS Payroll Absence Reporting System PC Personal Computer PC Procurement Card PDA Personal Digital Assistant PDF Portable Document Format PE Process Engineering PERQ Personnel Query System PERS Personnel Reporting System PESCO Public Employees Services Company PIN Personal Identification Number PK Pre-Kindergarten PM Project Management PM Position Management PO Purchase Order POC Proof of Concept PR Payroll PROP Property Control System PS Purchasing PT Procurement Transactional PVCS Positron Version Control System QTY Quantity RA Return Authorizing RACF Resource Access Control Facility RAID Redundant Array of Inexpensive Disks RAM Random Access Memory RCFM Records and Forms Management REDBOOK Florida Financial and Program Cost Accounting and Reporting for Schools REPT Report Viewer REVS Retirement Earnings Verification System RMA Return Material Authorization RF Radio Frequency

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RFP Request for Proposals RFQ Request for Quote RPA Request for Personnel Action RR Restricted Range RS Recruiting and Staffing RSTR Payroll Approval RSTS Payroll Approval System RTMT Retirement Information System S Sourcing S&D Stores & Distribution SAML Security Assertion Markup Language SAN Storage Area Network SAP Systems Applications Products SBAB School Board Administration Meeting S BBS School Based Budget System SCM Software Configuration Management SDES Staff Development Education System SDM Supply Data Management SDST Stores and Distribution System SKU Stock Keeping Unit SNMP Simple Network Management Protocol SLA Service Level Agreement SLR Service Level Requirements SOA Service-oriented architecture SOAP Simple Object Access Protocol SOW Statement of Work SQL Structured Query Language SS State Statute SSC Shared Service Center SSL Secure Sockets Layer SSN Social Security Number SSRV Student Services SUBS Substitute System SUPP Supplement Set Up System T&C Terms and Conditions TA Time and Attendance TALX Employment Verification System TCHR Teacher Certification Documentation System TCP/IP Transmission Control Protocol/Internet Protocol TE Travel and Expense TEXT Textbooks TIN Tax Identification Number TMT Fleet Inventory System TOC Total Cost of Ownership TPA Third Party Administrator TransMan Fleet management Software TRVL Travel System TSA Tax Shelter Annuity TWS Treasury Workstation TXAD Textbook Inventory Systems TXPR Textbook Inventory Systems TXSH Textbook Inventory Systems UDDI Universal Discovery, Description and Integration UOM Unit of Measure

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URL Uniform Resource Locator UTD United Teachers of Dade UTIL Utility System UWAY United Way System VACS Vocational Adult Community System VB Visual Basic VISTA Variety of Individual Selections Trust Account VMI Vendor Managed Inventory VMware Virtual Operating System VOES Verification of Employment System VPN Virtual Private Network VSAM Virtual Storage Access Method WAN Wide Area Network WBDS Web Budget Development System WIP Work in Process WPNR Project Number Request System WLRN School Board Radio and Television station WS-I Web Services-Interoperability WSDL Web Services Description Language WTEI Web Teacher Exit Interview WTWA Web Teacher Webb Application XML Extensible Markup Language YTD Year to date

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APPENDIX B – SELECTED SAMPLE TERMS AND CONDITIONS This appendix contains selected sample terms and conditions from the District’s Standard Agreement. This RFP is not an offer to enter into a Contract and does not commit the District to enter into a Contract, nor does it obligate the District to pay for any costs incurred in the preparation and submission of Proposals or in anticipation of a Contract. Contract terms described in Appendix D of this RFP are sample provisions only and the District reserves the right to require additional or different contract terms. The District further reserves the right to negotiate contract terms with specific Proposer(s).

Topic Sample Clause

General The School Board of Miami-Dade County, Florida (here-in referred to as The Board, Miami-Dade County Public Schools, M-DCPS and the District) will require that the Agreement be a Master Agreement based on the Miami-Dade County Public School’s (M-DCPS) agreement template covering all services and deliverables whether performed during the initial integration and implementation effort or thereafter. The Agreement will contemplate that additional services may be procured from the Contractor after completion of this project by the issuance of work orders by Miami-Dade County Public School’s.

1. Acceptance Testing 1.1 In the event that M-DCPS chooses to terminate the Agreement under the terms of this Section ___ and receives reimbursement for the Deliverables from Contractor, then any and all licenses granted herein under Section ___ [License Grant] for Systems Deliverables for which the M-DCPS received reimbursement shall immediately terminate.

2. Assignment 2.1 Unless the Contractor obtains the advance written consent of Miami-Dade County Public Schools, which may be granted or withheld in its discretion, the Agreement may not be assigned by Contractor. Assignment of the Agreement by operation of law or the merger or acquisition of Contractor shall be deemed to be an assignment requiring consent of M-DCPS under this Section ___. Any assignment in contravention of this provision shall be void and no assignment shall relieve the assignor of any obligations under the Agreement. This Agreement shall be binding upon the Parties hereto their any respective successors and assigns.

3. Audit 3.1 The Contractor shall maintain, and M-DCPS shall have the right to examine and audit, all the books, records, documents, accounting procedures and practices and other evidence regardless of form (e.g., machine-readable media such as disk, tape, etc.) or type (e.g., databases, applications software, database management software, utilities, etc.), sufficient to properly reflect all costs claimed to have been incurred, or anticipated to be incurred, in performing the Contract. 3.2 The Contractor shall make said evidence (or to the extent accepted by the District, photographs, micro-photographs, or other authentic reproductions

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Topic Sample Clause

thereof) available to the District at the M-DCPS’s or the Contractor’s offices (to be specified by the M-DCPS) at all reasonable times and without charge to the District. Said evidence/records shall be provided to the District within five (5) working days of a written request from the District. The Contractor shall, at no cost to the District, furnish assistance for such examination/audit. The Contractor and its Subcontractors and Suppliers shall keep and preserve all such records for a period of at least 3 years from and after final payment or if the Contract is terminated in whole or in part until 3 years after the final Contract close-out. The District’s rights under this section shall also include access to the Contractor’s offices for the purpose of interviewing the Contractor’s employees. 3.3 Any information provided on machine-readable media shall be provided in a format accessible and readable by the District. The Contractor’s failure to provide records or access within the time requested shall preclude Contractor from receiving any payment due under the terms of this agreement until such evidence/documents are provided to the District. The Contractor shall obtain from its Subcontractors and Suppliers written agreements to the requirements of this

4. Benchmarking 4.1 At the M-DCPS’s option, the Parties shall engage a neutral third party (the “Benchmarker”) to conduct a benchmarking assessment of the fees and services charged under the Agreement [specify frequency such as yearly basis on the anniversary date of the Commencement Date]. Prior to the commencement of a benchmarking assessment the Parties shall negotiate in good faith to establish the specific services, metrics and fees to be included within the scope of the analysis (the “Benchmark Criteria”). The Benchmarker shall conduct its analysis of the Benchmark Criteria as compared with the then current market and submit a report of its findings (the “Benchmarking Report”). Within ___ days after receipt of the Benchmarking Report the Parties shall meet with the Benchmarker to review the Benchmarking Report jointly. The Benchmark Report shall contain the following information: (i) whether the Benchmark Criteria are consistent with the market and no action is required; (ii) whether the Benchmark Criteria regarding fees and pricing are inferior to the market and a suggested price adjustment not to exceed ___ percent; and (iii) whether the Benchmark Criteria regarding services and service levels are below market and suggested actions to be taken correct the disparity. The Parties agree that any price adjustment suggested by the Benchmarker shall be automatically implemented on the date that is ___ days after their receipt of the Benchmark Report. The Parties shall negotiate in good faith regarding any corrective action necessary to adjust services and service levels as indicated in the Benchmark Report. The Parties acknowledge that the Benchmarker shall be required to exercise its professional judgment and discretion in certain matters and, assuming such judgments are within established industry practices for IT benchmarking, the Parties shall defer to the conclusions of the Benchmarker. The Parties shall share equally in the cost of the Benchmarker.

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Topic Sample Clause

5. Change Management 5.1 Neither the functional requirements of the Integrated Software or the Licensed Software nor the specifications, manner of delivery, or schedule of activities set forth in the Statement of Work, nor the charges therefore shall be modified, except in accordance with the procedures set forth in the Change Management Process. In particular, Contractor’s response to a Change Order from Miami-Dade County Public Schools (or Contractor’s offer of a Change Order) shall constitute its firm offer to perform the additional or modified Services and/or provide the additional or modified Deliverables as set forth in the Change Management Process. Notwithstanding the foregoing, no provision set forth in this memorandum shall be deemed amended, except in strict compliance with the terms of Section _____[Amendment].

6. Choice of Law and Venue; Disputes

6.1 This Agreement shall be construed in accordance with and governed by the substantive law of the State of Florida without regard to its conflicts of laws principles. Any dispute with respect to this agreement is subject to the laws of Florida, venue in Miami-Dade County, Florida. Each party shall be responsible for its own attorney’s fees and costs incurred as a result of any action or proceeding under this agreement. 6.1 Disputes relating to the Agreement shall be subject to mediation or arbitration only if expressly agreed in writing by both parties in its discretion. Agreement to arbitrate or mediate any particular dispute shall not serve as agreement to mediate or arbitrate all disputes arising hereunder.

7. Compliance with Law 7.1 At all times during the term of the Agreement and any Maintenance Agreement, Contractor shall comply with all applicable federal, state, and local laws and regulations. To the extent applicable, Contractor shall ensure that, as of the date of final acceptance of any Deliverable, such Deliverable likewise complies with all federal, state and local laws and regulations. Contractor shall provide Miami-Dade County Public Schools with assistance in complying with all applicable federal, state, and local laws and regulations. Upon Delivery and at all times during any Maintenance Agreement term, Contractor shall be responsible for assuring that the Licensed Software and the Integrated Software complies with all applicable provisions of federal, state and local laws and regulations respecting the privacy and protection of student, parent, and patient information and that all of its employees and contractors comply individually with all such laws and regulations. Contractor shall also comply with all applicable federal, state and local environmental laws, rules and regulations and all laws, rules and regulations regarding the handling, storage and disposition of hazardous substances. Contractor agrees that it and all Contractor Personnel shall at all times comply with all security regulations in effect from time to time at District's premises and shall comply with District's security policies and procedures if granted access to District's computer or communications networks.

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Topic Sample Clause

8. Confidentiality 8.1 Each Party (“Receiving Party”) agrees that it shall not disclose the Proprietary Information of the other Party (“Disclosing Party”) to any Person, except to (a) Receiving Party’s employees with a need to know who are bound by agreements or employment policies restricting the right of such employees to use or disclose such Proprietary Information for any purpose other than the Project, (b) authorized contractors bound by written confidentiality agreements as provided elsewhere in the Agreement or as necessary to comply with Chapter 119, Florida Statutes. Each Party agrees to preserve the confidentiality of the Proprietary Information of the other Party with the same level of care it uses with respect to its own Proprietary Information of a similar character, but in no event less than a reasonable level of care. The foregoing obligation does not apply to Proprietary Information (other than information regarding the District’s past or present administration, employees, faculty, parents, or students) which is (a) already known to the Receiving Party at the time of its receipt from the Disclosing Party, (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions, (c) is, or through no fault of the Receiving Party, has become generally available to the public, or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Proprietary Information. Notwithstanding the foregoing, the Receiving Party may disclose Proprietary Information of the Disclosing Party to the extent that such disclosure is (i) necessary for the Receiving Party to enforce its rights under the Agreement, or (ii) required by law or by the order of a court or similar judicial or administrative body. In the event either Party receives a third party subpoena, notice to produce or other judicial or administrative request for disclosure, such Party shall notify the other as soon as is reasonably practicable after the receipt of such request in order to permit it to take such action as it sees fit to obtain protective orders or other relief from such disclosure. In the event that either Party breaches any obligation involving District Confidential Information or Contractor Confidential Information as described forth in this Section, the other Party shall be entitled to seek injunctive and other equitable relief to protect, maintain, defend, enforce, and preserve its rights, in addition to any other remedies that may be available. If any provision of this Section is deemed overbroad, unreasonable, or to create such a burden that a court would otherwise find such provision unenforceable, the Parties agree that such court shall be authorized to modify such provision to the extent it believes reasonable so as to best carry out the intention of the Parties to the fullest extent allowed. The provisions of this Section shall survive the expiration or earlier termination of the Agreement. 8.2 For purposes of the Agreement, “Proprietary Information” shall mean information of any nature in any form including without limitation all writings, memoranda, copies, reports, papers, surveys, analyses, drawings, letters, computer printouts, software, specifications, data, graphs, charts, sound recordings and/or pictorial reproductions which have been reduced to written form that

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Topic Sample Clause

refer or relate to the business, methods, affairs, plans, products or prospects of the disclosing Party and are disclosed (i) in confidence, or (ii) in circumstances that would lead a reasonable person to believe that the information is confidential. All Proprietary Information provided by Contractor shall be marked as proprietary by Contractor with an appropriate legend, marking, stamp or other obvious written identification by Contractor prior to disclosure. In the event Contractor discloses its Proprietary Information to the District other than in writing, Contractor shall promptly inform the District that such information is deemed proprietary, and shall provide the District with a brief written description of such information within thirty (30) days of such disclosure, identifying therein the manner, place, and date of such disclosure and the names of the District’s representative to whom such disclosure was made. Notwithstanding the foregoing, all information, the privacy or disclosure of which is protected by applicable law or regulation (such as HIPAA or FERPA or pursuant to Florida Statutes), shall be treated as proprietary information of the person holding the interests so protected, whether or not such information is marked or otherwise identified as confidential or proprietary. 8.3 Contractor understands and agrees that it is subject to all School Board rules, state and federal laws relating to the confidentiality of student information. Contractor further agrees to comply with the Family Educational Rights and Privacy Act (“FERPA”). Contractor shall treat all student information as confidential and will not disclose this student information. 8.4 In accordance with the requirements of sections 1012.32, 1012.465, and 435.04, Florida Statutes (2004) as well as with the requirements of HB 1877, The Jessica Lunsford Act (2005), effective September 1, 2005, Contractor agrees to certify under oath and penalty of perjury, (Sworn Statement Pursuant to Sections 1012.32, 1012.465, and 435.04, Florida Statutes (2004) and HB 1877, The Jessica Lunsford Act (2005)) which is incorporated fully herein by reference, that Contractor and all of its employees who provide or may provide services under this Agreement have completed all background screening requirements as outlined in the above-referenced statutes. Additionally, Contractor agrees that each of its employees, representatives, agents, subcontractors or suppliers who are permitted access on school grounds when students are present, who have direct contact with students or who have access to or control of school funds must meet level 2 screening requirements as described in sections 1012.32 and 435.04, Florida Statutes, and further upon obtaining level 2 clearance, must obtain a required Board issued photo identification badge which shall be worn by the individual at all times while on Board property when students are present. Contractor agrees to bear any and all costs associated with acquiring the required background screening – including any costs associated with fingerprinting and obtaining the required photo identification badge. Contractor agrees to require all its affected employees to sign a statement, as a condition of employment with Contractor in relation to performance under this Agreement, agreeing that the employee will abide by the heretofore

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described background screening requirements, and also agreeing that the employee will notify the Contractor/Employer of any arrest(s) or conviction(s) of any offense enumerated in s. 435.04, Florida Statutes within 48 hours of its occurrence. Contractor agrees to provide the Board with a list of all of its employees who have completed background screening as required by the above-referenced statutes and who meet the statutory requirements contained therein. Contractor agrees that it has an ongoing duty to maintain and update these lists as new employees are hired and in the event that any previously screened employee fails to meet the statutory standards. Contractor further agrees to notify the Board immediately upon becoming aware that one of its employees who were previously certified as completing the background check and meeting the statutory standards is subsequently arrested or convicted of any disqualifying offense. Failure by Contractor to notify the Board of such arrest or conviction within 48 hours of being put on notice and within 5 business days of the occurrence of a qualifying arrest or conviction, shall constitute grounds for immediate termination of this Agreement by the Board. The parties further agree that failure by Contractor to perform any of the duties described in this section shall constitute a material breach of the Agreement entitling the Board to terminate this Agreement immediately with no further responsibility to make payment or perform any other duties under this Agreement.

9. Data Ownership 9.1 The Board is and shall remain the owner of all data provided to Contractor by M-DCPS pursuant to the Agreement. Contractor shall not use such data for any purpose other than providing Services under the Agreement, nor shall any part of such data be sold, assigned, leased or otherwise disclosed to third parties (other than authorized subcontractors for purposes of performance of the Services) or exploited in any manner by or on behalf of Contractor. Contractor shall not possess or assert any lien or other right against such data. Contractor shall hold all such data in confidence in accordance with Section ___ [Confidentiality] of the Agreement.

10. Delivery

10.1 All Deliverables of any documentation required or permitted under the terms of the Agreement shall be delivered to the District by electronic media or transmission via common telecommunications carrier or the public Internet to and for storage within computing hardware and electronic storage devices owned or under the control of the District.

11. Effect of Dispute 11.1 The Parties agree as follows with respect to any dispute or disagreement concerning the services as defined this Agreement: during such dispute or disagreement under the Agreement or any proceeding to resolve such dispute, pending final resolution of such dispute or disagreement, (i) Contractor shall not interfere with the access or use by the District of the Deliverables, Integrated Software or Licensed Software, and (ii) the District shall continue to make the payments for Deliverables and Services that are not the subject

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of the dispute. In addition, the Parties expressly agree that if any dispute or disagreement arises with respect to the performance of any of either Party’s obligations which would otherwise delay the schedule for either Party’s performance of any of its subsequent obligations in connection with the Project or the Maintenance Agreement, to the extent technically and operationally feasible, each Party shall proceed to the performance of such subsequent obligations according to the existing schedule as if such dispute or disagreement were non-existent.

12. Escalation of Disputes 12.1 Disputes under the Agreement shall be subject to mutually agreeable escalation procedures to be set forth in the Agreement between the Parties.

13. Force Majeure 13.1 Neither Party shall be liable for any delay or failure to perform, to the extent caused by a Force Majeure Event provided that such Party complies with the provisions of this Section. Upon occurrence of a Force Majeure Event, the non-performing Party shall be excused from any further performance or observance of the affected obligation(s) for as long as, and to the extent that the Force Majeure Event continues and the non-performing Party (i) continues to perform to the extent practicable; (ii) takes commercially reasonable measures to mitigate the effects of the Force Majeure Event; and (iii) uses commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party whose performance is affected by a Force Majeure Event shall immediately notify the other Party by telephone (to be confirmed in writing within ten (10) Business Days of the inception of such delay) and describe in reasonable detail the circumstances causing such delay.

14. Indemnity 15.1 Contractor shall indemnify, defend and hold harmless the School Board, its employees and agents, (“District Indemnitees”) from and against any losses, costs (including, but not limited to, attorneys fees, court costs, and expenses), damages, suits, claims and liabilities (“Losses”) suffered by any such District Indemnitees based on, arising out of or in any way related to Contractor’s breach of its warranties or obligations set forth in the Agreement, or arising out of or in connection with Contractor’s provision of the Services, the Deliverables, or any component or part thereof, or Contractor’s failure to provide the same. The foregoing indemnity and hold harmless is conditioned on such Loss(es) being proximately caused in whole or in part by the negligent or willful act or omission of Contractor, its employees, agents, subcontractors, or anyone acting directly or indirectly on Contractor’s behalf. Contractor also shall defend, indemnify, and hold harmless District Indemnitees from and against any Loss, demand, or challenge based on, arising out of or in any way related to any assertion that any Deliverable, the Integrated Software (other than the Baseline Code), the Licensed Software or any component or part thereof infringes, misappropriates, or violates any patent right, copyright right, trade secret, or other proprietary right of any third party.

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District shall notify Contractor in writing of the initial claim or action brought against it. The selection of counsel, the conduct of the defense of any lawsuit, and any settlement shall be within Contractor’s control; provided that District Indemnitees shall have the right to participate in the defense of any such infringement claim using counsel of its choice, at their own expense. No settlement shall be made without notice to and prior written consent of the District.

15. Liability Limitation 18.1 NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF USE OR LOSS OF DATA. IN NO EVENT SHALL CONTRACTOR’S LIABILITY TO DISTRICT EXCEED IN THE AGGREGATE FIVE (5) TIMES THE “NOT TO EXCEED” PRICE SET FORTH IN SECTION ___. Notwithstanding anything to the contrary in the Agreement, this Section shall not apply to damages arising out of or relating to any of the following: (i) Contractor’s gross negligence or willful misconduct; (ii) breach of Contractor’s confidentiality obligations, (iii) Contractor’s indemnification obligations with respect to infringement of intellectual property; (iv) claims for contributions or damages payable to third parties; (v) claims or losses covered by Contractor’s (or its subcontractor’s) insurance.

16. Payment Terms 23.1 The Agreement will provide that District’s payment obligations will be based upon the completion of specific milestones. The District will make payment within thirty (30) days after receipt of written invoice from Contractor. The form of invoice will be specified by the District as an Exhibit to the Agreement. All invoices submitted by Contractor shall provide sufficient detail for the District to audit the calculation of the payment due for any Services or Deliverables. The District may withhold payments that are subject to a good faith dispute hereunder. In no event shall the suspension of a payment under this paragraph relieve Contractor from any other date for delivery or acceptance.

17. Public Statements 26.1 Contractor agrees that without the M-DCPS's written consent neither it nor any of its employees, agents or contractors shall use the name, service marks, or trademarks of M-DCPS or of any Affiliate of the Board, including, but not limited to in any written advertising, publicity, press release, or sales presentation. Either Party shall be entitled to make such reasonable disclosures as are required by law, including without limitation any disclosures required for compliance with the Securities Laws of the United States or any state.

18. Reduction in Scope 27.1 To the extent that the Pricing Schedule identifies any Services or Deliverables as being subject to the District’s discretion, the District may determine to eliminate one or more of such Services or Deliverables from the scope of the Project on written notice from the District within the time period, if any, set forth in the Pricing Schedule. In such event, the line item in the Pricing Schedule for such eliminated Services or Deliverables shall be automatically deemed to be deleted.

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19. Term/Termination 31.1 Termination for Funding Restriction a. If the District is not appropriated adequate funds for or to continue services under the Agreement, the District shall provide written notification to Contractor of non-appropriation of funds (the “Non-Appropriation Notice”). In such event, the District shall have no further liability hereunder except with respect to payment for Services rendered and Deliverables delivered up to the date of Contractor’s receipt of the Non-Appropriation Notice. This Agreement shall terminate effective as of the date of the Non-Appropriation Notice unless the Non-Appropriation Notice specifically provides otherwise. 31.2 Termination for Convenience b. The District may terminate the Agreement at any time without cause upon a minimum thirty (30) days’ notice to Contractor, in which case the following provisions shall apply: i. The notice may be effective as of a date certain or may apply only after the delivery of certain enumerated Deliverables. ii. The District shall pay to Contractor upon receipt of an invoice from Contractor otherwise complying with the Agreement, for any Services in respect of a Deliverable not yet Delivered which have actually been performed by Contractor, pro-rated on a percentage completion basis based on Contractor’s reconciliation of labor actually expended compared to labor originally estimated by Contractor in constructing its bid. iii. The District shall pay to Contractor upon receipt of an invoice from Contractor otherwise complying with the Agreement, upon Delivery of any Deliverable specified to be Delivered under the notice. iv. The District shall retain the right to pay any License Fees not yet paid, in order to retain Object Code license rights as provided herein. v. No other payments shall be due to Contractor. vi. Any payments made by District to Contractor for Services that Contractor did not actually perform for District or Deliverables the District has not yet received or accepted, shall be immediately refunded to District. 31.3 Termination for Failure to Progress a. The Statement of Work provides certain Due Dates for the delivery of certain Critical Deliverables identified therein. If Delivery of any Critical Deliverable shall not have been completed by the Due Date for such Critical Deliverable, and such delay is not materially caused by any Force Majeure Event or any fault of District or a third party over which Contractor does not have the legal right to control, the District shall give Contractor notice of such occurrence (a “Failure to Progress”) providing a period of not less than that set forth in the Statement of Work or Project Plan, as applicable, to complete Delivery of such Critical Deliverable. In the event that Contractor shall fail to complete Delivery of the Critical Deliverable identified in such notice within the stated cure period, the District may, in its sole discretion, thereafter either (a) extend the time for cure, or (b) declare an immediate termination of the Agreement (or Services related to such Critical Deliverable or any portion thereof) for Failure to Progress without further payment obligation on the part of the District with respect to the portion so terminated (other than charges already due and owing). In the event of a termination for Failure to Progress in accordance with this Section, the District shall have no further liability to Contractor with respect to any payments not yet

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due and owing that are related to the portion so terminated. Any payments made by District to Contractor for Services that Contractor did not actually perform for District or Deliverables the District has not yet received or accepted, shall be immediately refunded to District 31.4 Termination for Breach a. In the event that Contractor: (a) commits a material breach of the Agreement, that, if capable of being cured within thirty (30) days, is not cured within thirty (30) days after notice of breach from the District to Contractor; (b) commits a material breach of the Agreement which is not capable of being cured within thirty (30) days and fails to (i) proceed promptly and diligently to correct the breach, and (ii) cure the breach to the District’s reasonable satisfaction within ninety (90) days after receiving notice; or (iii) commits a material breach of the Agreement which, by its nature, cannot be cured, then the District may (without limitation on other remedies that may be available to it under the Agreement, at law or in equity), by giving written notice to Contractor, terminate the Agreement, in whole or as to selected Deliverables or Services, as of a date specified in the notice of termination. b. For the purposes of the foregoing provision “material breach” shall mean the failure of Contractor to perform any material obligation, including without limitation, the following: i. Failure to Deliver a Critical Deliverable within the notice period specified for a notice of Failure to Progress. ii. Chronic failures to deliver Deliverables on a timely basis, without such failures being materially caused by fault of the District, a third party over which Contractor does not have the legal right to control, or an event of Force Majeure Event. iii. Breach of any warranty given pursuant to Section ___ [Warranty], which breach materially affects the ability of the District to deploy and/or use the Licensed Software or Integrated Software. iv. Deficiencies resulting in Service Level Credits exceeding $____ per month for any two consecutive months of the term. 31.5 Termination for Nonpayment a. If the District fails to pay Contractor when due any charges under the Agreement within forty-five (45) days after presentation of an invoice and fails to make such payment within forty five (45) days after notice from Contractor of the failure to make such payment, then Contractor may terminate the Agreement without further notice, provided, however, that such termination shall not relieve the District of its payment obligations to Contractor for Services rendered and reimbursable expenses incurred through the effective date of the termination. 31.6 Termination for Change in Control a. In the event of a sale of all or substantially all of the assets of Contractor or sufficient equity of Contractor to effect a change in control of Contractor (such as, for example, the sale of more than fifty percent (50%) of the equity of Contractor or a transaction that results in the change in voting control), the District may terminate the Agreement on at least 60 days' notice to Contractor at any time after such change in control is effected. 31.7 Termination for Bankruptcy a. If either Party ceases conducting business in the normal course, become insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or

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assets or, as debtor, shall avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state relating to insolvency or the protection of rights of creditors, then (at the option of the other Party) the Agreement and any and all Project Agreements shall terminate and be of no further force and effect. The District shall not be deemed to have ceased conducting business in the normal course in the event of a restructuring of the District. 31.8 Payment on Termination a. In the event that the District terminates the Agreement or any portion thereof prior to its expiration on any basis other than for Contractor’s material breach, change in control or Failure to Progress, the District shall pay Contractor for all Deliverables Delivered prior to the effective date of termination and for partially completed Deliverables on a percentage completion basis. In the case of a termination for Failure to Progress, the District shall continue to be liable for Services not terminated, but shall not be liable for any amounts related to partial completion of Deliverables associated with the Critical Deliverable in question. In the case of a termination for material breach by Contractor, the District shall not be liable for any payments on account of Deliverables not Delivered as of the effective date of such termination. In no event shall the District be liable for any future payments, costs or expenses of Contractor, incurred with respect to Services not actually performed or lost profits. Any payments made by District to Contractor for Services that Contractor did not actually perform for District or Deliverables the District has not yet received or accepted, shall be immediately refunded to District.

20. Transition on Termination

32.1 In the event of a termination of the Agreement for whatever cause: a. the District shall nonetheless continue to have all rights to use and maintain for its own benefit any and all Deliverables completed and Delivered as if no termination had taken place, subject to payment for such Deliverables; b. Contractor shall provide those certain transition services identified in the Statement of Work and, if the agreement was terminated by District for convenience, the District shall pay for such services at the hourly rates set forth in the Pricing Schedule; [These transition services are intended to assist the District in taking the completion of the project over for itself or transitioning the remainder of the project to a third party for completion. Contractor’s good faith cooperation in connection with such a transition will be a requirement of the Agreement.] c. Contractor shall promptly assign or sublicense to the District all of Contractor’s rights to use Platform Software and tools, which rights were acquired by Contractor primarily for the ability to provide the Services to the District under the Agreement. 32.2 In the event of a termination, the District may thereafter engage such contractor or contractors as it determines in its sole discretion to provide any of the Services not yet provided by Contractor to the District or any other services the District determines in its sole discretion to be necessary or convenient.

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21. Warranty and Warranty Commencement Date

34.1 Performance of Deliverables, Integrated Software and Licensed Software a. Commencing with the Delivery of each Software Deliverable hereunder and for a period of fifteen (15) months after the installation of the final Software Deliverable hereunder, each Deliverable and all Licensed Software and Integrated Software shall perform in accordance with all Specifications, Documentation, and any other criteria set forth herein in the computer hardware and/or software environments set forth herein. If during this time period the Licensed Software or Integrated Software does not perform as warranted, Contractor shall undertake to correct all reported defects in the Licensed Software or Integrated Software or, at the District’s option: (i) replace such Licensed Software or Integrated Software free of charge or, (ii) if neither of the foregoing is commercially practicable, either terminate the Agreement and refund to the District the total fees paid hereunder, or provide the District with the option to purchase or license the source code of the Software under the terms of the Agreement. In addition, Contractor warrants that the media on which the Software is distributed shall be free from defects in materials and workmanship under normal use for a period of thirty (30) days from the installation of the final Software Deliverable hereunder. The foregoing remedies are in addition to any remedies the District may have at law, in equity or under the Agreement. [Note that the District will require that the Contractor extend this warranty to all software delivered under the Maintenance Agreement as well.] b. Contractor understands that the District has warranty and maintenance arrangements in place with the Software Vendor that provide warranty and maintenance coverage in addition to the coverage provided under this Agreement for the Baseline Software. Contractor represents, warrants and covenants that its activities hereunder will not void or impair the District’s rights or remedies under such warranty and maintenance agreements. 34.2 Software Limitations a. At the time of installation, no software comprising a Deliverable or licensed hereunder shall contain any virus, "Trojan horse," timer, clock, counter, or other limiting design, instruction, or routine that would erase data or programming or cause the software or any hardware or computer system to become inoperable or otherwise incapable of being used in the full manner for which it was designed and created (a "Software Limitation"). Contractor shall not include any such Software Limitation in any Maintenance Materials provided to the District. Contractor also shall use all reasonable practices and security procedures necessary to avoid insertion of Software Limitations prior to installation of any Deliverable. Any Deliverable shall operate compatibly with major commercially available virus protection programs that District may use. Further, no Software Limitation shall be triggered by: (i) any Deliverable being used or copied a certain number of times, or after the lapse of a certain period of time; (ii) any Deliverable being installed on or moved to a central processing unit or system that has a serial number, model number, or other identification different from the central processing unit or system on which such Deliverable,

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Integrated Software or Licensed Software originally was installed; or (iii) the occurrence or lapse of any similar triggering factor or event. [Note that the District will require that the Contractor extend this warranty to all software delivered under the Maintenance Agreement as well.] 34.3 Year 2000 a. All Deliverables shall be Year 2000 Compliant. For purposes of the Agreement "Year 2000 Compliant" means that each Deliverable shall (i) not be materially affected by any inability to completely and accurately address, present, produce, store, and calculate data involving dates beginning with January 1, 2000, and shall not produce abnormally ending or incorrect results involving such dates as used in any forward or regression date-based function; or (ii) function in such a way that all "date" related functionalities and data fields include the indication of century and millennium, and shall perform calculations that involve a four-digit year field. [Note that the District will require that the Contractor extend this warranty to all software delivered under the Maintenance Agreement as well.] 34.4 Accuracy of Documentation a. All Documentation shall be complete and describe the applicable Deliverable and components thereof accurately so as to enable a staff consisting of a reasonable number of information systems professionals with ordinary skills and experience to utilize the Deliverable for the purposes for which it is being acquired by or intended for use by District. All Source Code Documentation shall be complete and describe the Source Code and all components thereof accurately so as to enable computer programmers of ordinary skill and experience who are knowledgeable of the subject matter to utilize the Source Code to understand, support, modify, and otherwise use the software to which it relates. [Note that the District will require that the Contractor extend this warranty to all documentation delivered under the Maintenance Agreement as well.] 34.5 Non-infringement a. No Deliverable shall violate or infringe upon the rights of any third party, including, without limitation, any patent rights, copyright rights, trademark rights, trade secret rights, or other proprietary rights of any kind. Lawful use by the District of the Licensed Software and Integrated Software in accordance with the Documentation does not require the District to secure rights to use Platform Software or other Third Party Software (whether acquired through Contractor or through or from others) except for those specific items identified in the Statement of Work in the quantities and/or for the categories of users set forth in the Statement of Work. [Note that the District will require that the Contractor extend this warranty to all software delivered under the Maintenance Agreement as well.] 34.6 Authority a. Contractor has full power and authority to enter into the Agreement and to perform hereunder, and such entry and performance do not and shall not violate any rights of any third party. 34.7 No Claims a. There is no action, suit, proceeding, or material claim or investigation pending or threatened against Contractor or any of its Affiliates in any court, or by or before any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreign, or before any arbitrator of any

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kind, that, if adversely determined, might adversely affect any Deliverable or restrict Contractor’s ability to complete the transactions contemplated by the Agreement, or restrict District's right to use any Deliverable. Contractor knows of no basis for any such action, suit, claim, investigation, or proceeding. 34.8 Third Party Warranties a. Contractor has the right to assign and transfer to District all of Contractor’s rights under any and all warranties received from the supplier (other than Contractor) of any component of any Deliverable, and has the right to assign or transfer to District such supplier's warranties. [Note that the District will require that the Contractor extend this warranty to all software delivered under the Maintenance Agreement as well.] 34.9 Title a. Contractor has full title to the Licensed Software (other than Modifications which will be owned by the District) and has the unencumbered right to grant to the District the licenses contemplated herein and to deliver to District, all Deliverables, including without limitation the Integrated Software, Licensed Software and Third Party Software (other than M-DCPS Supplied Software). The consent of any third party is not required in order for Contractor to perform its obligations and grant the licenses contemplated by the Agreement. [Note that the District will require that the Contractor extend this warranty to all software delivered under the Maintenance Agreement as well.] 34.10 Rights to Tools and Baseline Software; Certification Contractor has, or shall obtain at no additional charge to District, all tools, equipment and rights to the Baseline Software (including any developer tools needed from Software Vendor) that are necessary to perform its services and deliver the Deliverables hereunder. Contractor is a [certified integration partner] for the Baseline Software and shall maintain such certification until the expiration of the warranty period hereunder continuing through the term of any Maintenance Agreement. The employees and subcontractors Contractor will employ in its performance of this Agreement shall have and maintain all appropriate certifications [Note: minimum levels of certification may be required by the District] and training in the Baseline Software and any Licensed Software and tools used by Contractor in the performance hereof at Contractor’s cost and expense.

Definitions The following terms shall have the meanings set forth below:

Term Definition

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Term Definition “Acceptance Test” Shall mean the conduct of the series of tests and protocols specified in Exhibit ___, Statement of Work for

a particular Deliverable, the successful completion of which signify the successful delivery of such Deliverable. In the case of a documentary Deliverable, the Acceptance Test for such Deliverable shall mean the review by the District of such documentary Deliverable and written notice from the District that such Deliverable complies in all material respects with the requirements for such documentary Deliverable.

“Affiliate” Shall mean any entity controlled by, controlling, or under common control with, a Party, where "control" means the possession of the power, directly or indirectly, to direct the management and policies of a Party whether through the ownership of voting securities, contract or otherwise.

“Agreement” Shall mean the text of the definitive agreement that will be the product of the following: (i) the terms of the RFP; (ii) the approval by the District of a proposal submitted by the selected Contractor; and (iii) the subsequent negotiations between the parties to conclude an agreement for the Services described and set forth in the RFP, together with all Exhibits and Schedules and any amendments made in accordance with the terms thereof.

“Baseline Software” and “Software Vendor”

Shall mean the commercially available versions of the software listed on Exhibit ___ as of the Commencement Date and licensed by M-DCPS from _____ (“Software Vendor”) under a separate agreement between M-DCPS and Software Vendor and any upgrades, enhancements, or new versions obtained by M-DCPS from Software Vendor from time to time hereafter prior to Project Completion and during the term of the Agreement.

“Board” Shall mean the School Board of Miami-Dade County, Florida, as the same is constituted from time to time

“Business Day” Shall mean a day in which general business operations of the District are conducted, whether or not schools are open, but shall not include any day in which the general business offices of the District are closed. All other references to “days” refer to calendar days. The District’s current schedule of closure of business offices is listed in Exhibit ___ and the District will provide updated information regarding business office closure as it may change from time to time.

“Change Order” Shall mean a modification or clarification of the Statement of Work, Services or Deliverables that is duly adopted by the Parties in accordance with the Change Management Process.

“Change Management Process”

Shall mean the provisions relating to processes for the modification or amendment of the Statement of Work or the Specifications (and/or the pricing related thereto) as set forth in Exhibit __.

“Commencement Date” Shall mean the date that is one (1) Business Day after the District provides Contractor with written notice that the Board of Education has approved the Agreement and the Agreement has been executed and delivered by the District.

“Contractor Personnel” Shall mean Contractor’s employees and Contractor’s approved subcontractors performing the Services. “Critical Deliverable” Shall mean a Deliverable specifically identified in the Statement of Work as a “Critical Deliverable”.

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Term Definition “Deliverable” Shall mean any unit of work or item of work product required to be delivered by Contractor to the District

in the Statement of Work. “Delivery” Shall mean the delivery of a Deliverable shall be deemed to have taken place (or the Deliverable shall

have been deemed “Delivered”) as follows: In the case of items to be delivered in tangible form, upon the transfer of possession of the item to the control of the respective District personnel designated to receive such possession at the designated time and place, or if no place is designated at such person’s office. In the case of items to be delivered by electronic transmission, upon the successful completion of such transmission to the designated District computer and verification of the accuracy of such transmission. In the case of items for which payment is conditioned upon the completion of an Acceptance Test, then , upon the certification by the designated agent or employee of the District that such Acceptance Test has been completed to the satisfaction of such agent. If Contractor disagrees with the District’s determination of whether an Acceptance Test has been completed, it may submit the matter to dispute escalation pursuant to Section In all other cases, upon the completion of the Services encompassed by such Deliverable in all material respects as set forth in the applicable schedule or Exhibit to the Agreement.___.

“District” Shall mean the Miami-Dade County Public Schools, each and every subdivision or unit thereof constituted now and in the future (including schools and or territories within Miami-Dade County , Florida not currently serviced by the Miami-Dade County Public Schools and charter schools in Miami-Dade County and other entities with whom the Miami-Dade County Public Schools contracts to provide educational and other services to students resident in Miami-Dade County or elsewhere), and each and every entity succeeding in the future to the responsibility of the Miami-Dade County Public Schools (including such other entities described in this definition) to provide educational services to students at any level of education.

“Documentation” Shall mean all material, other than Object Code and Source Code, that relates to the operation, installation, maintenance, and actual or potential upgrade or modification of the Integrated Software or Licensed Software, including without limitation, instruction manuals, technical manuals, specifications, flow charts, templates, forms, software release notes and data dictionaries, regardless of whether such material is visually readable or recorded electronically.

“Due Date” Shall be the deadline date for the delivery or completion of a Deliverable or a Service under the Agreement.

“End User” Shall mean an individual authorized by the District to access or use the Integrated Software or Licensed Software.

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Term Definition “Force Majeure Event” Shall mean fire, flood, earthquake, elements of nature or acts of God; acts of war, terrorism, riots, civil

disorders, rebellions or revolutions; strikes, lockouts, or labor difficulties, equipment failures, computer viruses, malicious acts of third parties, interruption of telecommunications service; or any other similar cause, provided that such cause is beyond the reasonable control of the affected Party, that could not have been prevented by reasonable precautions of the kind ordinarily taken by well-managed firms engaged in such Party’s line of business (such as, by way of illustration and not limitation, regular software backups and regular use of commercial anti-virus software, but not including duplicate or parallel computer systems or on or off-site backup or disaster recovery equipment).

“Integrated Software” Shall mean the Baseline Software as customized, modified and enhanced pursuant to the terms of this Agreement and the Statement of Work, including any Licensed Software.

“M-DCPS Supplied Software”

Shall mean and include the Baseline Software and any computer programs specified in the Statement of Work to be supplied by the District other than through Contractor or its agents, either for use during development or during Production.

“Licensed Software” Shall mean the computing software provided by or on behalf of Contractor (whether such software is currently existing or whether such software is to be developed hereunder) described in the Statement of Work and the Specifications, including without limitation software developed hereunder and software set forth on Exhibit ___ owned or licensed by Contractor or Third Party Software, but not M-DCPS Supplied Software.

“License Fees” Shall mean any fees paid or to be paid by the District to Contractor in respect of the right to copy, install, distribute, use, or make derivative works from the Integrated Software or Licensed Software under the Agreement.

“Maintenance Agreement” Shall mean the maintenance services agreement attached hereto as Exhibit ___.

“Modifications” Shall mean any and all modifications, customizations, improvements, additions and alterations to the Baseline Software or Contractor’s pre-existing Licensed Software made under the Agreement.

“Object Code” Shall mean the form of a computer program that may be loaded for execution without intervening process other than the use of a program loader, linkage editor or similar computer program.

“Party” Shall mean the District and/or Contractor, as the context requires. “Platform Software” Shall mean any computer program required for the operation, installation, debugging or maintenance of

another program, including without limitation, operating systems, database management systems, compilers, interpreters, runtime or execution environments, development environments and the like.

“Pricing Schedule” Shall mean the schedule of prices and payments attached hereto as Exhibit ___.

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Term Definition “Production” Shall mean the use of the Integrated Software or Licensed Software or, as the context may require, any

component thereof in the ordinary course of the operations of the District. Use in Production will not include operation of the software in the District’s test environment or for testing purposes, even if such tests involve the use of the Integrated Software or Licensed Software or any component thereof by actual End Users in actual District operations.

“Project” Shall mean and include all work to be performed by Contractor or its contractors under the terms of the Agreement, including without limitation all Services and all intangible and tangible Deliverables.

“Project Completion” Shall mean the completion of all Project Phase Completions and all Deliverables and Services under the Statement of Work and the successful completion of all Acceptance Tests for all Deliverables and Services.

“Project Phase” and “Project Phase Completion”

Shall mean, in the case of the term “Project Phase,” one of the major phases of the Project identified in the Statement of Work, and “Project Phase Completion” means the completion of a Project Phase (upon completion of Acceptance Tests for such Phase).

“Project Plan” Shall mean the Project Plan to be developed by the Parties pursuant to the Statement of Work outlining the schedule for performing the Services and Deliverables under the Agreement.

“Services” Shall mean and include all services to be performed or provided by Contractor pursuant to the Agreement and any Schedules and Exhibits hereto, including without limitation, software development, maintenance, testing, project management, consultation, and provisioning of Third Party Software, whether under the initial Statement of Work or any Change Order.

“Source Code” Shall mean and include all forms of the Integrated Software or Licensed Software, other than Object Code, including without limitation, any tools necessary to maintain or modify the Integrated Software or Licensed Software, the instruction sequences in whatever language written, internal documentation, job control languages, scripts, configuration and data files required for the compilation, debugging, linkage editing, loading, and maintenance of the Object Code of such Integrated Software or Licensed Software, but not including Platform Software, unless expressly so provided.

“Specifications” Shall mean the complete set of requirements and specifications for the Integrated Software and Licensed Software as finalized in accordance with the Agreement and which shall include the specifications listed in Exhibit ___.

“Statement of Work” Shall mean the statement of work attached hereto as Exhibit ___, as the same shall be modified or amended in accordance with the terms of the Agreement and/or the Change Management Process.

“Third Party Software” Shall mean any computer program supplied to the District by a Person other than Contractor, which is required for the operation of the Integrated Software and/or Licensed Software and listed in the Statement of Work.

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APPENDIX C - COST PROPOSAL

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APPENDIX D – PROJECT PLAN TIMELINE

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Miami-Dade County Public Schools

2007 2008 2009

S O N D J F M A M J J A S O N D J F M A M J J A

Logistics LOGISTICS

Vision and Plan

VISION / PLAN

Release 1 DESIGN BUILD OPERATE Finance & D Procurement Release 2 HR/Payroll

DESIGN BUILD TESTING / PARALLEL

D OPERATE

Release 3 Procurement

DESIGN HIBERNATE R

BUILD D OPERATE

Logistics

Vision/ Plan Design

Build Hibernate

Delivery Operate

Testing/ Parallel Refresh

Go/No Go Point