E-commerce/Digital Marketing Services

1 Request for Proposal #2022-RFP-130 FOR: E-commerce/Digital Marketing Services Event Date Time Bidder’s Electronic Question Due Date (Refer to Section 1.3.1 of this RFP for more information.) SEPTEMBER 6, 2022 1:00 PM ET Proposal Submission Date (Refer to Section 1.3.6 of this RFP for more information.) SEPTEMBER 22, 2022 1:00 PM ET Dates are subject to change. All changes will be reflected in Addenda to the RFP posted on the New Jersey Economic Development Authority’s website. Designation Status Category Small Business Set-Aside Not Applicable No t Ap pli ca ble Entire Contract I Partial Contract II Subcontracting Only III Disabled Veteran-Owned Business Set-Aside Not Applicable Entire Contract Partial Contract Subcontracting Only RFP Issued By: New Jersey Economic Development Author i ty 2 Procurement 36 West State Street, PO Box 990 Trenton, NJ 086250990 Main Reception Desk–Telephone: 609-858- 6700 Date: 8/29/2022 Table of Contents 1.0 INFORMATION FOR BIDDERS4 1.1 PURPOSE AND

INTENT4 1.2 BACKGROUND5 1.3 KEY EVENTS5 1.3.1 ELECTRONIC QUESTION AND ANSWER PERIOD5 1 . 3 . 1 . 1 E X C E P T I O N S T O T H E A U T H O R I T Y ’ S C O N T R A C T F O R P R O F E S S I O N A L S E R V I C E S6 1.3.2 pre-Proposal conference6 1.3.3 SITE VISIT6 1.3.4 Projected MILESTONE DATES6 1.3.5 TIMELY SUBMISSION OF PROPOSALS6 1.3.6 SUBMISSION OF PROPOSAL – ELECTRONIC OR HARD COPY7 1.3.6.1 electronic Proposal submission (strongly preferred)7 1.3.6.2 electronic signature7 1.3.6.3 hard copy Proposal submission8 1.4 additional information9 1.4.1 addenda: revisions to this RFP9 1.4.2 proposer responsibility9 1.4.3 cost liability9 1.4.4 contents of Proposal – open public records act9 1.4.5 Proposal submission announcement10 1.4.6 Proposal errors – before & after bid opening10 1.4.7 JOINT VENTURE11 1.4.8 SUBCONTRACTORS/SUBCONSULTANTS11 1.4.9 conflict of interest11 1.4.10 proposal acceptances and rejections12 2.0 DEFINITIONS13 2.1 GENERAL DEFINITIONS13 3.0 SCOPE OF WORK – REQUIREMENTS OF THE VENDOR {CONTRACTOR}16 3.1 ELIGIBILITY REQUIREMENTS16 3 3.2 TASK 1 – IDENTIFY DIGITAZATION NEEDS:16 3.3 TASK 2 – obtain project approval:17 3.4 TASK 3 – build and implement solution(s):17 3.5 TASK 4 – client training and ongoing assistance:18 3.6 TASK 5 – project wrap-up18 3.7 types of services to be provided18 4.0 PROPOSAL PREPARATION AND SUBMISSION – REQUIREMENTS OF THE PROPOSER20 4.1 GENERAL20 4.1.1 NON-COLLUSION20 4.2 PROPOSAL CONTENT AND SUBMISSION ORDER21 4.2.1 TECHNICAL PROPOSAL, organizationAL qualifications, EXPERIENCE and MISCELLANEOUS INFORMATION (mandatory submission with bid proposal)21 4.2.1.1 potential problems24 4.2.2 fee schedule (MANDATORY SUBMISSION WITH BID PROPOSAL)24 4.2.2.1 DELIVERY TIME AND COSTS24 4.2.2.2 COLLECT ON DELIVERY (C.O.D.) Terms24 4.2.2.3 price adjustment25 4.2.3 required compliance documentation25 4.2.3.1 SIGNATORY PAGE (MANDATORY FORM WITH BID PROPOSAL- SIGNED) 25 4.2.3.2 OWNERSHIP DISCLOSURE FORM (MANDATORY FORM WITH BID PROPOSAL)25 4.2.3.3 DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN FORM25 4 . 2 . 3 . 4 D I S C L O S U R E O F I N V E S T I G A T I O N S A N D O T H E R A C T I O N S I N V O L V I N G B I D D E R F O R M2 6 4.2.3.5 BUSINESS REGISTRATION certification (BRC)26 4.2.3.6 SOURCE DISCLOSURE CERTIFICATION26 4 . 2 . 3 . 7 A F F I R M A T I V E A C T I O N e m p l o y e e i n f o r m a t i o n / E M P L O Y E E I N F O R M A T I O N R E P O R T2 7 4.2.3.8 SMALL BUSINESS SET ASIDE27 4.2.3.9 disabled veterans’ business set-aside27 4.2.3.10 REQUIREMENTS OF PUBLIC LAW 2005, CHAPTER 51, N.J.S.A. 19:44A-20.13 - N.J.S.A. 19:44A-20.25 (FORMERLY EXECUTIVE ORDER NO. 134) AND EXECUTIVE ORDER NO. 117 (2008).27 4.2.3.11 political contribution disclosure28 4.2.3.12 PUBLIC LAW 2018, CHAPTER 9 – DIANE B. ALLEN EQUAL PAY ACT 28 4.2.3.13 NEW JERSEY STATE W-928 4.2.3.14 INSURANCE CERTIFICATE(S)28 4.2.3.15 SUBCONTRACTOR UTILIZATION PLAN29 4.2.3.16 BId security29 4 4.2.3.17 Certification for EO No. 271 – COVID-19 VACCINE29 4.2.3.18 Certification of non-involvement in prohibited activities in Russia or Belarus pursuant to P.L. 2022, c. 329 5.0 SPECIAL CONTRACTUAL TERMS AND CONDITIONS30 5.1 PRECEDENCE OF SPECIAL CONTRACTUAL TERMS AND CONDITIONS30 5.2 CONTRACT TERM AND EXTENSION OPTION30 5.3 CONTRACT TRANSITION30 5.4 contract AMENDMENT30 5.5 contractor responsibilities30 5.6 substitution of staff31 5.7 substitution or addition of subcontractor(s)/subconsultant(s)31 5.8 ownership of material31 5.9 security and confidentiality32 5.9.1 Data confidentiality32 5.9.1.1 CONTRACTOR’S CONFIDENTIAL INFORMATION33 5.9.2 Data security standards33 5.10 NEWS RELEASES35 5.11 ADVERTISING35 5.12 LICENSES AND PERMITS35 5.13 CLAIMS AND REMEDIES35 5.13.1 CLAIMS35 5.13.2 REMEDIES35 5.13.3 REMEDIES FOR FAILURE TO COMPLY WITH MATERIAL CONTRACT REQUIREMENTS35 5.13.4 liquidated damages35 5.14 ADDITIONAL WORK AND/OR SPECIAL PROJECTS35 5.15 INDEMNIFICATION36 5.16 maintenance of records36 5.17 form of compensation - invoicing/payment36 6.0 PROPOSAL EVALUATION38 6.1 RIGHT TO WAIVE38 6.2 RIGHT OF FINAL PROPOSAL ACCEPTANCE38 6.3 RIGHT TO INSPECT PROPOSER’S FACILITIES38 6.4 RIGHT TO REQUEST FURTHER INFORMATION38 6.5 PROPOSAL EVALUATION COMMITTEE38 6.6 ORAL PRESENTATION AND/OR CLARIFICATION OF PROPOSAL38 6.7 EVALUATION CRITERIA39 6.7.1 QUALIFICATIONS/EXPERIENCE EVALUATION CRITERIA39 6.7.2 PROPOSER’S FEE SCHEDULE39 6.7.3 PROPOSAL DISCREPANCIES39 6.7.4 EVALUATION OF THE PROPOSALS40 5 6.8 NEGOTIATION AND BEST AND FINAL OFFER (BAFO)40 6.9 PROTEST OF RECOMMENDED AWARD40 7.0 CONTRACT AWARD42 8.0 CONTRACT ADMINISTRATION43 8.1 AUTHORITY’S DESIGNATED CONTRACT MANAGER43 8 . 1 . 1 A U T H O R I T Y ’ S D E S I G N A T E D C O N T R A C T M A N A G E R ’ S RESPONSIBILITIES 43 6 1.0 INFORMATION FOR BIDDERS This Request for Proposals (RFP) is issued by the New Jersey Economic Development Authority (“Authority”, “EDA”) to solicit Proposals for E-commerce/Digital Marketing Services. 1.1 PURPOSE AND INTENT The Authority is seeking well-qualified, consulting firms to develop websites, e-commerce platforms and digital marketing plans for New Jersey restaurants, retail stores and personal care businesses during the current COVID-19 recovery period. The purpose of this RFP is to solicit Proposals to help New Jersey restaurants, retail stores and personal care businesses identify their most pressing website, e-commerce and digital marketing needs to allow them to operate profitably given the current social distancing limitations, health guidelines and changing customer preferences; design and implement a fully functional online platform; develop a digital marketing plan; and train business owners and staff to use and maintain the implemented solution(s) effectively to increase sales and/or establish an online presence. The intent of this RFP is to award multiple two (2) year contracts, with two (2) one (1) year extension options, if deemed necessary by the Authority and dependent upon funding, to up to three (3) responsible Proposers in each of three (3) geographic regions identified herein whose Proposal(s), conforming to this RFP is/are most advantageous to the Authority, price being considered a significant factor along with other, qualifying factors considered. For the purposes of this RFP, in an effort to support business needs throughout the State the Authority, in its sole discretion, has designated three (3) geographic regions. A. Northern New Jersey Region, encompassing the following counties: Bergen, Essex, Hudson, Hunterdon, Morris, Passaic, Sussex, Union and Warren. B. Central New Jersey Region, encompassing the following counties: Burlington, Mercer, Middlesex, Monmouth, Ocean and Somerset. C. Southern New Jersey Region, encompassing the following counties: Atlantic, Camden, Cape May, Cumberland, Gloucester and Salem. Proposers may submit a Proposal for one (1), two (2) or all three (3) geographic regions. Proposers shall identify which region(s) they are submitting for in the narrative of their Proposal. Businesses to be assisted will only consist of restaurants, retail stores and personal care businesses that are currently registered to do business in New Jersey and have a physical store 7 front in the State. Proposers awarded a Contract under this RFP shall be responsible for marketing and outreach to potential clients. The Authority may provide a limited number of leads to the awarded contractors, based on the contractor’s awarded region. The NJEDA will provide leads to contractors on a rotating basis, based on the applicable region, starting with the highest scored contractor from the evaluation. If a firm is conflicted out, the lead would be given to the next vendor in the rotation. Contractors must make a good faith effort to ensure that forty percent (40%) of clients served are located within Qualified Opportunity Zones, with focus on serving small, women, minority, veteran and disabled veteran owned businesses. A map that may be used to determine if a business is located in a Qualified Opportunity Zone can be accessed at the following website: https://njdca.maps.arcgis.com/apps/webappviewer/index.html?id=96ec274c50a34890b23263f101 e4ad9b The Authority reserves the right to award in total or in part and reject any and all Proposals when it is determined to be in the best interest of the Authority, price and other factors considered. The Authority’s Contract for Professional Services, please refer to Exhibit A, are in addition to the Terms and Conditions set forth in this RFP and should be read in conjunction with them unless the RFP specifically indicates otherwise. None of the services specified in this RFP will be performed on NJEDA or State property; therefore the requirements of Executive Order No. 271 (Murphy 2021) do not apply to this solicitation. Pursuant to P.L. 2022, c. 3, which was signed by Governor Murphy on March 9, 2022, and prohibits government dealing with businesses associated with Belarus or Russia, a Proposer must certify prior to executing a newly awarded contract it is in compliance with the requirements of P.L. 2022, c. 3. This is satisfied by submitting the form referenced in this RFP Section 4.2.3.18. For additional information, please reference: https://www.njleg.state.nj.us/bill-search/2022/S1889. 1.2 BACKGROUND The New Jersey Economic Development Authority serves as the State’s principal agency for driving economic growth. The Authority is committed to making New Jersey a national model for inclusive and sustainable economic development by focusing on key strategies to help build strong and dynamic communities, create good jobs for New Jersey residents and provide pathways to a stronger and fairer economy. Through partnerships with a diverse range of stakeholders, the Authority creates and implements initiatives to enhance the economic vitality and quality of life in the State and strengthen New Jersey’s long-term economic competitiveness. https://njdca.maps.arcgis.com/apps/webappviewer/index.html?id=96ec274c50a34890b23263f101e4ad9b https://njdca.maps.arcgis.com/apps/webappviewer/index.html?id=96ec274c50a34890b23263f101e4ad9b https://www.njleg.state.nj.us/bill-search/2022/S1889 8 Since its inception in 1974, the Authority has provided billions of dollars in assistance to numerous projects within the State. These projects have created almost a half million jobs. In 2020, the Authority provided over $628 million dollars in assistance to 42,708 projects and created more than 600 new full-time jobs. Many small, customer-facing businesses in New Jersey are finding it difficult to survive without transforming their online sales and marketing activities; however, it is especially hard for small business owners to make investments in digitalization due to limited technical capabilities, experience and resources. As the economy continues to recover from the COVID-19 pandemic and use of web-based platforms increases, these businesses are in need to immediate assistance in creating a robust online presence to help them complete and thrive. 1.3 KEY EVENTS ELECTRONIC QUESTION AND ANSWER PERIOD The Authority will electronically accept written questions and inquiries from all potential Proposers via the web at EDAProcurementQA@njeda.com by the date and time shown on Page 1 of this RFP. Phone calls and/or faxes shall not be accepted. The subject line of the e-mail should state: QUESTIONS-2022-RFP-130 – E-commerce/Digital Marketing Services A. Questions should be directly tied to the RFP and asked in consecutive order, from beginning to end, following the organization of the RFP and should begin by referencing the RFP page number and section number to which it relates; B. A Proposer must not contact the Authority’s requesting department or any other staff/board member directly, in person, by telephone or by e-mail concerning this RFP prior to the final award. Any contact made outside of emailing inquiries via EDAProcurementQA@njeda.com will result in disqualification of the Proposer’s Proposal; C. All Questions received and Answers given in response to this RFP will be answered in the form of an Addendum. Addenda, if any, will be posted on the Authority’s website, https://www.njeda.com/bidding/ as a separate file attachment, or incorporated into a revised, posted RFP, after the posted cut-off date for electronic questions and inquiries indicated on the RFP cover sheet; and D. Any Amendment to this RFP will become part of this Solicitation and part of any Contract awarded as a result of this RFP. 2.%2.%3.%4 EXCEPTIONS TO mailto:EDAProcurementQA@njeda.com mailto:EDAProcurementQA@njeda.com https://www.njeda.com/bidding/ 9 THE AUTHORITY’S CONTRACT FOR PROFESSIONAL SERVICES Questions regarding the Authority’s Contract for Professional Services, please refer to Exhibit A, and exceptions or modifications to its mandatory requirements must be requested by the Proposer during this Electronic Question and Answer Period and should contain the Proposer’s suggested changes and the reason(s) for the suggested changes. The Authority shall be under no obligation to grant or accept any requested changes (i.e., exceptions taken) to the specimen form of the Contract and will post all answers in the Addendum. Exceptions and/or modifications to the terms of the RFP and/or Contract submitted with the Proposal, subsequent to the expiration of the Question and Answer Period, will result in the rejection of the Proposer’s Proposal. pre-Proposal conference Not applicable. SITE VISIT Not applicable. Projected MILESTONE DATES The following dates are provided to Interested Proposers for planning purposes only. These are estimated timeline dates and do not represent a firm date commitment by which the Authority will take action: Q&A Period Ends: Tuesday, September 6, 2022 @ 1:00 p.m. ET If required, Addendum: Tuesday, September 13, 2022 @ 1:00 p.m. ET Proposals Due: Thursday, September 22, 2022, on or before 1:00 p.m. ET Estimated Recommendation for Award: Monday, October 24, 2022, via Authority Board Scheduled Meeting Estimated Contract Execution: On or about December 9, 2022 TIMELY SUBMISSION OF PROPOSALS In order to be considered for award, the Proposal must be received by the Authority at the appropriate location by the required time. Proposals not received prior to the Proposal opening deadline, as indicated on the RFP cover sheet, shall be rejected. If the Proposal opening 10 deadline has been revised, the new RFP opening deadline will be shown on a posted RFP Amendment. SUBMISSION OF PROPOSAL – ELECTRONIC OR HARD COPY In order to be evaluated and considered for award, the Proposal must be received by the Authority at the appropriate location and by the required time indicated on the cover sheet, either electronically or hard copy. 3.%2.%3.%4 electronic Proposal submission (strongly preferred) Proposers should submit a complete, ELECTRONIC Proposal, in “read only” PDF file format using Adobe Acrobat Reader software that must be viewable by Authority evaluators. The subject line of the RFP submission and any attachments are all to be clearly labeled. EACH electronically uploaded file (Proposal, Attachment Submittals, etc.) submission, should follow the following format: “(Proposer’s Company Name) - Bid Submission-2022-RFP-130 E-commerce/Digital Marketing Services and the (file/document title)” All RFP electronic Proposal documents must be uploaded to the Authority’s ShareFile system via: https://njeda.sharefile.com/r-r4052620b79844a0bbc8b449a45723599 It is highly recommended that you initiate the upload of your bid Proposal/submission a minimum of four (4) hours prior to the Proposal Submission due date/time on the front cover to allow some time to identify and troubleshoot any issues that may arise when using the Sharefile application. Technical inquiries may be directed to EDAProcurementQA@njeda.com. NOTE: Any bids received after the date and time specified shall not be considered. All Proposal submissions, once opened, become the property of the Authority and cannot be returned to the Proposer. NOTE: If a Proposer uploads multiple documents, EDA will only consider the last version of the document uploaded, provided it is uploaded by the stated deadline. 4.%2.%3.%4 electronic signature https://njeda.sharefile.com/r-r4052620b79844a0bbc8b449a45723599 mailto:EDAProcurementQA@njeda.com 11 Proposers submitting Proposals electronically may sign the forms listed in Section 4.0 Proposal Preparation and Submission – Requirements of the Proposer (Required Compliance Documentation Pre- and Post-Proposal Submission). Pursuant to written policy, the Authority allows documents to be signed electronically and hereby agrees to be bound by such electronic signatures. Proposers submitting Proposals electronically, as signatory to the documents, may sign the forms listed in Section 4.2 (Proposal Content and Submission Order) of this Bid Solicitation, electronically, and agree to be bound by the electronic signatures. The Authority will accept the following types of electronic signatures: (1) Within Microsoft Word, an individual can go to the “Insert” ribbon at the top of the screen, then within the “Text” section go to the “Signature Line” and enter the information, which creates a security procedure/record attributable to the person signing when transmitted via e-mail or other electronic transfer or; (2) Within Adobe Acrobat DC, go to the “Fill & Sign” “Stamps-Dynamics” or “Certificates” within the “Tools” ribbon and enter the information, which creates a security procedure/record attributable to the person signing when transmitted via e-mail or other electronic transfer; or (3) Digital signatures from Adobe Acrobat DC or produced via similar signature authenticating program (i.e., DocuSign or similar software), which creates a security procedure/record attributable to the person signing. By submitting an electronic signature, the Proposer is agreeing to be bound by the electronic signature. Scanned physical signatures will also be accepted, provided that the forms are otherwise properly completed. This practice applies only to Proposals submitted electronically and the forms listed above. Both electronic signatures and scanned physical signatures will also be accepted, provided that the forms are otherwise properly completed. Proposers submitting Proposals in hard copy format must provide forms with original, physical signatures; otherwise the Proposal may be deemed non-responsive per Hard Copy Proposal Submission, Section 1.3.6.3. 5.%2.%3.%4 hard copy Proposal submission If submitting a hard copy Proposal, a sealed Proposal must be delivered by the required date and time indicated on the cover sheet, in order to be considered for award to the following: JULIE MCGOWAN SENIOR PROCUREMENT OFFICER NEW JERSEY ECONOMIC DEVELOPMENT AUTHORITY 36 WEST STATE STREET 12 PO BOX 990 TRENTON NEW JERSEY 08625-0990 The exterior of all Proposal packages is to be clearly labeled with the Proposal title, bid opening date and time, and the Proposer’s Name and Address: 2022-RFP-130 – E-commerce/Digital Marketing Services SEPTEMBER 22, 2022, 1:00 P.M. EST Submit one (1) ink signed, original hard copy Proposal with all the required documentation and signatures in ink, and one (1) copies marked “COPY”. Proposals submitted by facsimile will not be considered. ANY PROPOSAL NOT RECEIVED ON TIME AT THE LOCATION INDICATED, WILL BE AUTOMATICALLY REJECTED. THE AUTHORITY WILL NOT BE RESPONSIBLE FOR LATE POSTAL OR DELIVERY SERVICE. THE POSTMARK DATE WILL NOT BE CONSIDERED IN HONORING THE BID DATE RECEIPT AND TIME. The Authority shall not be responsible for any delivery/postal service’s failure to deliver in a timely manner. A Proposer using U.S. Postal Service regular or express mail services should allow additional time to ensure timely receipt of Proposals since the U.S. Postal Service does not deliver directly to the Authority. Directions to the Authority’s Trenton location can be found at the following web address: https://www.njeda.com/about/ at the bottom of the screen under the “Locations” section of the website. Any Proposal received after the date and time specified shall not be considered, whether submitted electronically or in hard copy. 1.4 additional information addenda: revisions to this RFP In the event that it becomes necessary to clarify or revise this RFP, such clarification or revision will be by Addendum. Any Addendum to this RFP will become part of this RFP and part of any contract awarded as a result of this RFP. ALL RFP ADDENDA WILL BE ISSUED ON THE AUTHORITY’S WEB SITE. TO ACCESS ADDENDA, THE PROPOSER MUST LOCATE THE PROPOSAL NUMBER OF INTEREST AT https://www.njeda.com/bidding/ - “Business Support Administrative Goods and Services - Bidding Opportunities”. https://www.njeda.com/about/ https://www.njeda.com/bidding/ 13 There are no designated dates for release of Addenda. Therefore all interested Proposers should check the Authority’s "Bidding Opportunities" website on a daily basis from time of RFP issuance through the Proposal submission opening. It is the sole responsibility of the Proposer to be knowledgeable of all Addenda related to this procurement. proposer responsibility The Proposer assumes sole responsibility for the complete effort required in submitting a Proposal in response to this RFP. No special consideration will be given after Proposals are opened because of a Proposer’s failure to be knowledgeable as to all requirements of this RFP Solicitation. cost liability The Authority assumes no responsibility and bears no liability for costs incurred by a Proposer in the preparation and submittal of a Proposal in response to this RFP Solicitation. contents of Proposal – open public records act The Authority, as an instrumentality of the State of New Jersey, is subject to the New Jersey Open Public Records Act (N.J.S.A. 47:1A-1.1 et seq.), as amended and including all applicable regulations and policies and applicable case law, including the common law right to know. Subsequent to the Proposal submission opening, all information submitted by Proposer in response to a solicitation is considered public information, notwithstanding any disclaimers to the contrary submitted by a Bidder. When the RFP contains a negotiation component, the Proposal will not be subject to public disclosure until a conditional Notice of Award is issued. As part of its Proposal, a Bidder may designate any data or materials it asserts are exempt from public disclosure under OPRA and/or the common law, explaining the basis for such assertion. The location in the Proposal of any such designation should be clearly stated in a cover letter. A Bidder shall not designate any price lists and/or catalogs submitted as exempt from public disclosure. Any proprietary and/or confidential information in the Bidder’s Proposal will be redacted by the Authority. A Bidder may designate specific information as not subject to disclosure pursuant to the exceptions to OPRA found at N.J.S.A. 47:1A-1.1, when the Proposer has a good faith legal and/or factual basis for such assertion. The Authority reserves the right to make the determination as to what is proprietary or confidential, and will advise the Proposer accordingly. 14 The Authority will not honor any attempt by a Proposer to designate its entire Proposal as proprietary, confidential and/or to claim copyright protection for its entire Proposal. Copyright law does not prohibit access to a record which is otherwise available under OPRA. In the event of any challenge to the Proposer’s assertion of confidentiality with which the Authority does not concur, the Proposer shall be solely responsible for defending its designation, but in doing so, all costs and expenses associated therewith shall be the responsibility of the Bidder. The Authority assumes no such responsibility or liability. Proposal submission announcement On the date and time Proposals are due under the RFP, only the names and addresses of the Proposer(s) submitting Proposals will be publicly announced and the contents of the Proposals shall remain proprietary and/or confidential, pursuant to Negotiation and Best and Final Offer (BAFO) Section 6.8, until the Conditional/Notice of Intent to Award is issued. NOTE: All Proposal submissions, once publicly opened, become the property of the Authority and cannot be returned to the Proposer. Proposal errors – before & after bid opening A Proposer(s) may withdraw its Proposal as described below: A Proposer(s) may request that its Proposal be withdrawn prior to the Proposal submission opening. Such request must be made, in writing, via e-mail to the Procurement Department at email: EDAProcurementQA@njeda.com, with a reference to company name, RFP number, RFP Title, a Proposal identifier if one was applied, Proposal submission date, and method of Proposal submission (i.e., electronic version or hard copy delivery). The written withdrawal request must be signed and submitted by a duly authorized representative of the Proposing entity to be valid. In the event the Proposer withdraws its bid Proposal in person, a business card and proper identification must be presented. Proposals so withdrawn will be returned to the Proposer unopened. If the withdrawal request is granted, the Proposer(s) may submit a revised Proposal as long as the Proposal is received prior to the announced date and time for Proposal submission and at the place specified. If, after the Proposal submission opening but before contract award, a Proposer(s) discovers an error in its Proposal, the Proposer(s) may make a written request to the Procurement Department for authorization to withdraw its Proposal from consideration for award. Evidence of the Proposer’s good faith in making this request shall be used in making the determination. The factors that will be considered are that the mistake is so significant that to enforce the contract resulting from the Proposal would be unconscionable; that the mistake relates to a material mailto:EDAProcurementQA@njeda.com 15 feature of the contract; that the mistake occurred notwithstanding the Proposer’s exercise of reasonable care; and that the Authority will not be significantly prejudiced by granting the withdrawal of the Proposal. After the Proposal submission opening, while pursuant to the provisions of this section, the Proposer may request to withdraw the Proposal and the Authority may, in its sole discretion allow the Proposer to withdraw it, the Authority also may take notice of repeated or unusual requests to withdraw by a Proposer(s) and take those prior requests to withdraw into consideration when evaluating the Proposer(s) future bids or Proposals. If during a Proposal evaluation process an obvious pricing error made by a potential contract awardee is found, the Authority shall issue written notice to the Proposer(s). The Proposer(s) will have five (5) days after receipt of the notice to confirm its pricing. If the Proposer fails to respond, its Proposal shall be considered withdrawn, and no further consideration shall be given it. If it is discovered that there is an arithmetic disparity between the unit price and the total extended price, the unit price shall prevail. If there is any other ambiguity in the pricing other than a disparity between the unit price and extended price and the Proposer’s intention is not readily discernible from other parts of the Proposal, the Procurement Department may seek clarification from the Proposer(s) to ascertain the true intent of the Proposal. JOINT VENTURE The Authority will NOT consider Proposals submitted by joint ventures, in the performance of the Work for this RFP. Proposers shall note that any and all reference to “joint venture(s)”, “joint venture partner(s)”/“joint venture partnership(s)” in any documents included as a part of the RFP specifications, exhibits or attachments shall be read as though the words are stricken and removed. SUBCONTRACTORS/SUBCONSULTANTS For purposes of this RFP, the Authority will consider Proposals submitted which may employ the use of Subcontractors and/or subconsultants to satisfy the requirements and deliverables required of the resulting contract. See Proposer’s Checklist – Subcontractor Utilization Form, complete & submit, if applicable. The Contractor shall be fully responsible to the Authority for the acts and omissions of its Subcontractors and/or subconsultants, and of persons either directly or indirectly employed by them, as the Contractor is responsible for the acts and omissions of persons directly employed by the Contractor. The Contractor shall cause appropriate provisions to be inserted in all subcontracts relative to the Work to bind Subcontractors to the Contractor by the terms of the Contracts Documents in so far 16 as applicable to the Work of Subcontractors and to give the Contractor the same power as regards terminating any subcontract that the Authority may exercise over the Contractor under any provision of the Contract Documents. Proposers should note that the Contractor retains the sole and absolute responsibility for the management and supervision of all Subcontractors to a high quality of service. Such Subcontractors must possess a valid “Business Registration Certificate”, as further detailed in “Section 4.2.3.5 Compliance – Business Registration Certificate” of this RFP. Additionally, the Contractor assumes sole and absolute responsibility for all payments and monies due to its Subcontractors. Nothing contained in this RFP and subsequent Contract shall create any contractual relation between any Subcontractor and the Authority. conflict of interest Proposer must indicate and detail any Conflict of Interest that exists with either their personnel or any Subcontracting personnel being utilized for these services. Such conflicts include a direct, familial, or personal monetary interest or any previous or existing personal/professional relationships with the Authority and any personnel assigned to work on the Authority’s account, regarding these requisite services. If such a Conflict of Interest exists with any vendor personnel or any Subcontracting personnel being utilized for these services, the Proposer must disclose such possible conflicts in the Proposal. Should a conflict(s) be found to exist, whether real or perceived, the Authority, in its sole discretion, shall determine whether it is a conflict(s) and the individual(s) involved are to be immediately removed. proposal acceptances and rejections The Authority’s staff reserves the right to reject any and all Proposals, if deemed to be in the best interest of the Authority, to request redefined Proposals from any entity responding to this RFP, to schedule interviews with no Proposers, all Proposers, or only the most highly qualified Proposers, as determined by the Authority; or to request clarifications of any portion of the Proposal received. Further, the Authority’s staff reserves the right, at its sole discretion, to waive minor elements of non-compliance of any entity’s Proposal, regarding the requirements outlined in this RFP. The Authority retains the discretion to modify, expand or delete any portion of this RFP or terminate this RFP process at any time. 17 6.0 DEFINITIONS 6.1 GENERAL DEFINITIONS The following definitions will be part of any contract awarded or order placed as a result of this RFP. Addendum – Written clarification or revision to this RFP issued by the Authority. All-Inclusive Hourly Rate – An hourly rate comprised of all direct and indirect costs including, but not limited to: overhead, fee or profit, clerical support, travel expenses, per diem, safety equipment, materials, supplies, managerial support and all documents, forms, and reproductions thereof. This rate also includes portal-to-portal expenses as well as per diem expenses such as food. Amendment – An alteration or modification of the terms of a contract between the Authority and the Contractor(s). An amendment is not effective until approved in writing by the Authority. Authority – The New Jersey Economic Development Authority. Best and Final Offer or BAFO – Pricing submitted by a Proposer upon invitation by the Authority after Proposal opening, with or without prior discussion or negotiation. Bid or Proposal – Proposer’s timely response to the RFP including, but not limited to, the technical Proposal, fully completed Fee Schedule, and any licenses, forms, certifications, or other documentation required by the RFP. Bidder – An individual or business entity submitting a Proposal in response to this RFP. Board of Directors – Responsible for the management of all New Jersey Economic Development Authority operations. Business Day – Any weekday, excluding Saturdays, Sundays, Authority legal holidays, and State-mandated closings unless otherwise indicated. Calendar Day – Any day, including Saturdays, Sundays, State legal holidays, and State- mandated closings unless otherwise indicated. Contract – The Contract for Professional Services – Exhibit A, this RFP, any addendum to this RFP, and the Bidder’s Proposal submitted in response to this RFP, as accepted by the Authority. Contractor – The Bidder/Proposer awarded a contract resulting from this RFP. 18 Chief Executive Officer (CEO) – The Individual, or his/her designee, who has authority as the Chief Contracting Officer for the New Jersey Economic Development Authority. Designated Contract Manager – Individual responsible for the overall management and administration of the contract and Contractor relationship. Director – The Director of Procurement, New Jersey Economic Development Authority. Disabled Veterans’ Business – means a business which has its principal place of business in the State, is independently owned and operated and at least 51% of which is owned and controlled by persons who are disabled veterans or a business which has its principal place of business in this State and has been officially verified by the United States Department of Veterans Affairs as a service disabled veteran-owned business for the purposes of department contracts pursuant to federal law. N.J.S.A. 52:32-31.2. Disabled Veterans’ Business Set-Aside Contract – means a contract for goods, equipment, construction or services which is designated as a contract with respect to which bids are invited and accepted only from disabled veterans’ businesses, or a portion of a contract when that portion has been so designated. N.J.S.A. 52:32-31.2. Evaluation Committee – A committee established, or Authority staff member assigned by the requesting department, to review and evaluate Proposals submitted in response to this RFP and to recommend a contract award to the CEO and/or the Board of Directors. Firm Fixed Price – A price that is all-inclusive of direct cost and indirect costs, including, but not limited to, direct labor costs, overhead, fee or profit, clerical support, equipment, materials, supplies, managerial (administrative) support, all documents, reports, forms, travel, reproduction and any other costs. No additional fees or costs shall be paid by the Authority unless there is a change in the scope of work. Procurement – The Department of the New Jersey Economic Development Authority responsible for the tasks and activities associated with procurement. Joint Venture – A business undertaking by two or more entities to share risk and responsibility for a specific project. May – Denotes that which is permissible, not mandatory. Must – Denotes that which is a mandatory requirement. Failure to meet a mandatory material requirement will result in the rejection of a Proposal as non-responsive No Charge – The Proposer will supply an item on a price line free of charge. 19 Proposer - An individual or business entity submitting a Proposal in response to this RFP. Project – The undertaking or services that are the subject of this RFP. Request for Proposal (RFP) – This series of documents, which establish the bidding and Contract requirements and solicits Proposals to meet the needs of the Authority, as identified herein, and includes the Request for Proposal, Sample Contract, fee/price schedule, attachments and addenda. Retainage – The amount withheld from the Contractor’s payment that is retained and subsequently released upon satisfactory completion of performance milestones by the Contractor. Revision – A response to a BAFO request or a requested clarification of the Proposal. Shall – Denotes that which is a mandatory requirement. Failure to meet a mandatory material requirement will result in the rejection of a Proposal as non-responsive. Should – Denotes that which is recommended, not mandatory. Small Business – as defined by US SBA. For more information on how the U.S. SBA defines a Small Business, please reference https://www.state.gov/what-is-a-small-business/.. State – The State of New Jersey. Subtasks – Detailed activities that comprise the actual performance of a task. Subcontractor/Subconsultant – An entity having an arrangement with an Authority Contractor, where by the Authority Contractor uses the products and/or services of that entity to fulfill some of its obligations under its Authority contract, while retaining full responsibility for the performance of all of its (the Contractor's) obligations under the contract, including payment to the Subcontractor/Subconsultant. The Subcontractor/Subconsultant has no legal relationship with the Authority, only with the Contractor. Task – A discrete unit of work to be performed. TOR (Task Order Request) – A Task Order is issued for the performance of tasks/services. In TOR-based solicitations, a TOR is a description of the individual task/service for which proposals and quotes will be solicited. Transaction - The payment or remuneration to the Contractor for services rendered or products provided to the Authority pursuant to the terms of the contract, including but not limited to the following: purchase orders, invoices, hourly rates, firm fixed price, commission payments, https://www.state.gov/what-is-a-small-business/ 20 progress payments and contingency payments. Unit Cost or Unit Price – All inclusive, firm fixed price charged by the Proposer for a single unit identified on a price line. Vendor - An individual or business entity submitting a Proposal in response to this RFP. Will – Denotes that which is permissible or recommended, not mandatory. 21 7.0 SCOPE OF WORK – REQUIREMENTS OF THE VENDOR {CONTRACTOR} None of the following services will be required at the site of property owned or controlled by the NJEDA or the State of New Jersey. The following Scope of Work is intended as a guide to help Proposers to understand the Contract requirements. Proposers’ Proposals must meet the following minimum requirements to be eligible for Contract award. The successful respondent (Contractor) shall provide the following services, including all personnel, materials and equipment necessary to complete the tasks, described herein. 7.1 ELIGIBILITY REQUIREMENTS To be eligible for consideration under the Contract requirements, the following six (6) items are the minimum capabilities that any Contractor must have been performing for clients of similar size and scope for a minimum of three (3) years as of the effective date of the Proposers’ Proposal submission: A. Providing website, e-commerce and/or digital marketing services, including design/development, for retail, restaurant and personal care businesses as per the scope identified (e.g., barbershops, hair salons, nail salons, etc.); B. Assisting small businesses in New Jersey (that meet the definition of US SBA as per the website, https://www.state.gov/what-is-a-small-business/.); C. Located and registered to do business in New Jersey; D. Ability to meet with clients both in person and remotely, as needed (health regulations permitting); E. Ability to intake clients and quickly develop and implement website and e-commerce solutions and digital marketing plans; and F. Ability to complete all tasks detailed below with existing staff or subcontractor(s). As set forth in RFP Section 5.6, no substituted or additional subcontractor(s)/subconsultant(s) are authorized to begin work until the contractor has received written approval. 7.2 TASK 1 – IDENTIFY DIGITAZATION NEEDS: An initial assessment of the client business is to be conducted on-site and in-person (health guidance permitting and using social distancing best practices) or remotely, based on client’s https://www.state.gov/what-is-a-small-business/ 22 preference. A. Initial Intake: Contractor shall make initial contact with a potential client business, and schedule a diagnostic interview with the business owner within one (1) week of initial contact. Contractor shall have the client complete a Technical Assistance Intake Form, Exhibit B, if they haven’t already done so; B. Introductory Diagnostic: Contractor shall conduct a thirty to sixty (30-60) minute interview with the business owner to gain an understanding of the business’s operations and its most urgent website, e-commerce and/or digital marketing needs; and C. Develop and Present Proposal: Contractor shall develop, present and provide the client with a written proposal that includes the following: 1. Intake Form, reference Exhibit B; 2. Copy of Tax Clearance Certificate (Business Assistance or Incentive Clearance Certificate), reference Exhibit C; 3. Scope of Work; 4. Recommended service(s); 5. Recommended platform(s) including viewable end product examples; 6. Recommended digital marketing plan; 7. Suggested options, if applicable, including pros and cons of each; 8. Necessary client input (e.g., website, e-commerce and digital marketing requirements, food/service menus, time required, appointment/meeting attendance, etc.); 9. Key milestones and deadlines; 10. Estimated ongoing client expense(s) (e.g., website builder, domain, hosting fees, SSL Certificate, etc.); 11. Estimated timeline for full completion; 12. Signature page with lines for printed name, title, signature and date for both the client business owner and Contractor to indicate acceptance and agreement, reference Exhibit E; and 13. List of additional funding available from the Authority if a need for other services is demonstrated. 7.3 TASK 2 – obtain project approval: 23 A. Client Approval: Contractor shall ensure the business owner understands the project scope and requirements. Contractor shall obtain business owner’s signature on proposal signature page to evidence project approval; B. Obtain Authority Approval: Contractor shall submit a copy of the signed proposal in PDF format, via e-mail, to the Authority’s Contract Manager for approval, at the Authority’s sole discretion. If the project is approved by the Authority, the Contractor shall submit an invoice for fifty percent (50%) of the estimated project cost, as set forth in RFP Section 5.17 (Form of Compensation – Invoicing/Payment); if the project is declined a letter will be sent to the applicant and vendor and any work performed at-risk prior to the Authority’s review will not be paid for by NJEDA. 7.4 TASK 3 – build and implement solution(s): The building and implementation of needed solution(s) is to be done remotely. Within four (4) weeks of Authority approval the Contractor shall: A. Obtain Business Owner Input: Contractor shall work with client to gain an understanding of the business owner’s preferences for website, e-commerce platform and digital marketing design and layout. Request input as detailed in client business’s proposal; B. Build System(s): Contractor shall build a customer-facing digital interface and back-end based solution based on client’s business needs, input and feedback on design, layout and content. Contractor shall communicate and update the client frequently during the process; and C. Implement Solution(s): Contractor shall deliver a live, fully functional web page, e- commerce platform, food ordering plug-in, appointment booking plug-in and/or social media marketing campaign or other solution based on client’s business needs. 7.5 TASK 4 – client training and ongoing assistance: A. Train Client: Contractor shall train business owners and staff to use and maintain the new platform(s) (e.g., manage orders/appointments, update content, etc.) and track website traffic and customer engagement. Training must be conducted in person at the client’s business site (health regulations permitting), unless the client prefers remote training; B. Provide Ongoing Assistance: Contractor shall provide on-demand remote assistance to answer questions regarding platform use up to a maximum of two (2) hours; and remote solution debugging assistance up to a maximum of two (2) hours; 24 C. Engagement Wrap-up: Once the project is completed, the Contractor shall complete and submit their final invoice to the Authority for payment; and D. If a client becomes non-responsive, the Contractor may be paid for documented work completed and invoiced. 7.6 TASK 5 – project wrap-up A. Final Invoice: Contractor shall submit its final invoice with evidence of the work completed when applicable, as set forth in RFP Section 5.17, to the Authority for payment at the end of each project B. Payment: The Authority will remit payment upon receipt of invoice accompanied by the signed client proposal and completed Client Feedback Form; and C. Outreach: The Authority may conduct outreach to participating businesses to determine their satisfaction with the services provided. D. Contractors shall provide pre-approved services and invoice up to a maximum of $8,250.00 per completed project. 7.7 types of services to be provided Service Business Type Key Features of End Product Estimated Hours Min-Max Not to Exceed the Maximum Hours Listed A. Web Page Design, Development, and Implementation All URL registration Fully functional web landing page which includes key information about the business, its services/ product offering, contact information, etc. *Use of pre-built website hosting platforms (e.g., Squarespace, WordPress) is encouraged. 1-4 hours 25 B. Online Ordering Implementation Restaurant Integrates with business’ website Online ordering capabilities, including menu for selections and a “sold out” indicator Delivery or take-out options Online payment capability *Use of existing online ordering platform (e.g., Olo, Otter) is encouraged. 1-4 hours C. Online Appointment Booking Implementation Personal Care Integrate with business’ website Online menu of service options Online appointment booking capability *Use of existing scheduling management platform (e.g., MindBody, Vagaro) is encouraged. 1-4 hours D. E-commerce Platform Design, Development, and Implementation All Product listing, including photos, descriptions, prices and links to back-end inventory system Customer account set-up capability Online shopping cart feature Online check-out and payment capability *Use of existing e-commerce platform (e.g., WooCommerce, Shopify, Wix, BigCommerce) is encouraged. 1-20 hours E. Website and E-commerce Platform Adaptation/ Migration All Modern, easily accessible and user-friendly web landing page and/or e-commerce platform 1-10 hours F. Online Marketing All Customizable by client 1-10 hours G. Training and Post- delivery Remote Assistance All One (1) hour of training for business owner and staff Up to two (2) additional hours of remote assistance for two (2) weeks following completion of project Debugging, if applicable, for two (2) weeks following completion of project 1-3 hours H. Troubleshooting with advanced approval All Up to five (5) additional hours of troubleshooting assistance Proposer shall obtain prior approval for all troubleshooting from the Designated Contract Manager before any work can begin 1-5 hours 26 Note: Services provided and hours expended by the Contractor shall be tailored to meet the needs of each individual client. Not all clients will receive every service. *The initial cost of any apps, hosting and/or domain registrations that may be purchased to develop or enhance client’s website and/or e-commerce capabilities (i.e.; Squarespace, Wordpress, Olo, Otter, Mindbody, Vagaro, WooCommerce, Shopfly, Wix, BigCommerce) will be covered by the awarded Contract(s). Clients should be advised that the business owner shall be responsible for all subsequent/ongoing costs/fees associated with these apps and services. 27 8.0 PROPOSAL PREPARATION AND SUBMISSION – REQUIREMENTS OF THE PROPOSER Failure to submit ikemnformation as indicated below may result in your Proposal being deemed non-responsive. 8.1 GENERAL Proposals that conflict with those terms and conditions contained in this RFP or the Authority's Contract for Professional Services, Exhibit A, as may be amended by addenda, or that diminish the Authority’s rights under any contract resulting from the RFP will result in the entire Proposal being rejected. The Authority is not responsible for identifying conflicting terms and conditions before issuing a contract award. In the event that prior to the notice of intent to award, the Authority notifies the Proposer of any such term or condition and the conflict it poses, the Authority may require the Proposer to either withdraw it or withdraw its Proposal. After award of contract: A. if a conflict arises between a supplemental term or condition included in the Proposal and a term or condition of the RFP, the term or condition of the Authority's Contract for Professional Services, Exhibit A and/or the Authority’s RFP will prevail; and B. if the result of the application of a supplemental term or condition included in the Proposal would diminish the Authority’s rights, the supplemental term or condition will be considered null and void. The Proposer is advised to thoroughly read and follow all instructions contained in this RFP, including the instructions on the RFP’s Signatory Page, in preparing and submitting its Proposal. Use of URLs in a Proposal should be kept to a minimum and may not be used to satisfy any material term of an RFP. NON-COLLUSION By submitting a Proposal and signing the Signatory Page, the Proposer certifies as follows: A. The price(s) and amount of its Proposal have been arrived at independently and without consultation, communication or agreement with any other Contractor, Proposer or potential Proposer; B. Neither the price(s) nor the amount of its Proposal, and neither the approximate price(s) nor approximate amount of this Proposal, have been disclosed to any other entity or 28 person who is a Proposer or potential Proposer, and they will not be disclosed before the Proposal submission; C. No attempt has been made or will be made to induce any entity or person to refrain from bidding on this contract, or to submit a Proposal higher than this Proposal, or to submit any intentionally high or noncompetitive Proposal or other form of complementary Proposal; D. The Proposal of the entity is made in good faith and not pursuant to any agreement or discussion with, or inducement from, any entity or person to submit a complementary or other noncompetitive Proposal; and E. The Proposer, its affiliates, subsidiaries, officers, directors, and employees are not currently under investigation by any governmental agency and have not in the last four (4) years been convicted or found liable for any act prohibited by state or federal law in any jurisdiction, involving conspiracy or collusion with respect to bidding on any public contract. The forms discussed herein for Business Support Administrative Services Bidding Opportunities and required for submission of a Proposal in response to this RFP are available on the Authority’s website at https://www.njeda.com/bidding/ see RFP Proposer Checklist – 2022-RFP-130 - E-commerce/Digital Marketing Services, unless noted otherwise. 8.2 PROPOSAL CONTENT AND SUBMISSION ORDER Submit a Proposal in three (3) volumes (i.e., upload separate electronic volumes; or, if submitting in hard-copy, submit in separate folders or binders). One (1) volume must contain the mandatory compliance documentation. One volume must contain only the mandatory Fee Schedule. The additional volume must contain, at a minimum, the mandatory portions of the Proposer’s Proposal. If the Proposal is extra large in size, submitting multiple additional volumes for the Technical Proposal is permissible. If a Proposer’s Proposal does not conform to the requirements and fails to provide all mandatory submissions by the date and time of bid opening, the Proposer’s Proposal will be rejected as being non-responsive for non-compliance of mandatory requirements. Technical Proposal Volume Technical Proposal. Please reference Section 4.2.1 in this RFP. Do not include pricing in this Volume. Pricing Volume https://www.njeda.com/bidding/ 29 Fee Schedule. Please reference Section 4.2.2 in this RFP. Compliance Volume Please reference all Subsections in Section 4.2.3 in this RFP and also reference the Proposer’s Checklist attachment accompanying this RFP for items that are mandatory submissions and those that are required prior to Contract Award. TECHNICAL PROPOSAL, organizationAL qualifications, EXPERIENCE and MISCELLANEOUS INFORMATION (mandatory submission with bid proposal) In this section, the Proposer must set forth its understanding of the requirements of this RFP and its ability to successfully complete the contract. The Proposer shall describe its approach and plans for accomplishing the work outlined in the Scope of Work, Section 3.0. The Proposer must include information relating to its organization, personnel, and experience evidencing the Proposer’s qualifications and capabilities to perform the services required by this RFP. The Technical Proposal should, at a minimum, contain the information below and be submitted in the following order: I. Cover Letter (Optional); II. Management Overview and Technical Approach to Achieve the Scope of Work; III. Organization Chart , if applicable and not a sole proprietor; IV. Key Team Member List, if applicable and not a sole proprietor; V. Resumes of Key Team Members; VI. References of Key Team Members; VII. Description and Documentation of Proposer’s Prior Experience and Qualifications; and VIII. Financial Capability of the Proposer. The Proposer should include the level of detail it determines necessary to assist the evaluation committee in its review of Bidder’s Proposal. I. Cover Letter (Optional) All Respondents should submit a cover letter, which includes the full company name and address of the entity performing the services described in this RFP, and the name, e-mail address and telephone number for the individual who will be the primary contact person for the responding Proposer for this engagement. Also indicate the state of incorporation, whether the Proposer is operating as an individual proprietorship, partnership, or corporation, including the identification of any and all Subcontractors/Sub-consultants. II. Management Overview and Technical Approach to Achieve the Scope of Work 30 The Proposer shall set forth its overall technical approach and plans to meet the requirements of the RFP in a narrative format, in order to convince the Authority that the Proposer understands the objectives that the engagement is intended to meet, the nature of the required work and the level of effort necessary to successfully complete the engagement. Within the narrative, the Proposer shall indicate which geographic region, or regions if submitting a response for multiple regions, the Proposal is intended to meet. This narrative should convince the Authority that the Proposer’s general approach and plans to undertake and complete the engagement are appropriate to the tasks and subtasks involved. III. Organization Chart, if applicable (not required for a sole proprietor) Proposers should provide an organization chart that includes all key team members, their labor category, and titles for this engagement. For the purposes of this engagement, a “key team member” is identified as having a responsible role in the successful completion of the services requested pursuant to this RFP. If the Proposer has access to additional professional resources, such as Subject Matter Experts (SMEs), who are technically and/or professionally qualified, the Proposer should list these additional resources in its Proposal, and include the individual(s) on the Organization Chart. Note: If the Proposal submission includes a “key team member that is a Subcontractor(s) and/or Subconsultant(s)”, the “Organization Chart” must clearly indicate that they are a Subcontractor(s) and/or Subconsultant(s), and submit a completed Subcontractor/ Subconsultant Utilization form (See Proposer’s Checklist). IV. Key Team Member List, if applicable (not required for a sole proprietor) List each key team member with at least three (3) years’ experience (2019-2022) who will be utilized for this contract by name and title. Note: If the Proposal submission includes a “key team member that is a Subcontractor(s) and/or Subconsultant(s)”, the “Organization Chart” must clearly indicate that they are a Subcontractor(s) and/or Subconsultant(s), and submit a completed Subcontractor/Subconsultant Utilization form (See Proposer’s Checklist). V. Resumes/Bios of Key Team Members A resume/bio demonstrating each key team members’ three (3) years’ experience (2019-2022) should be included. VI. References For a Proposers’ Proposal to demonstrate eligibility for consideration of award, the Proposers’ Proposal must demonstrate at least three (3) years’ experience (2019-2022), as set forth in RFP 31 Section 3.0. To demonstrate such, it is strongly encouraged that each key team member’s resume include at least three (3) client references applicable to the scope of services, including Client name, contact names, title telephone numbers and e-mail addresses of someone at the identified client entity who can provide a written reference regarding performance (i.e. quality of work effort, ability to achieve deadlines, and ability to quickly respond to changes, etc.). VII. Description and Documentation of Proposer’s Prior Experience and Qualifications A. The Proposer shall clearly state its skills and three (3) years’ experience (2019-2022) in a manner that demonstrates its capability to complete the Scope of Services, Section 3.0; B. The Proposer’s Proposal should provide a narrative description (or resume, if you are a sole proprietor), of a minimum of three (3) projects of similar size and scope completed for businesses within the target population and regions, including the term of engagement, work/services provided, proposals, analysis and/or reports provided, improvements made and outcomes attained. Please highlight projects worked on by members of team members expected to perform work on this contract, if any, and indicate the scope and location of each project listed, detailing your organization’s/your experience dealing with E- commerce/Digital Marketing Services. Information in the narrative description or resume should be supported by evidence or information that can be independently verified by the Authority; C. Provide information from projects your organization (or you, if you are a sole proprietor) has previously worked on, and in what role/capacity. For each project that you list, indicate the scope, the location of the project(s), and the beginning and end dates of the project(s). If applicable, highlight projects in which members of your proposed project team have worked together; D. If applicable, submit any information/examples of services provided that are similar in size or scope, or show demonstrated experience working with E-commerce/Digital Marketing Services in New Jersey or other states; E. Provide a listing of three client references, which includes contact names, titles and telephone numbers for which your firm (or you, if you are a sole proprietor) has provided services on projects of similar size and scope completed for businesses within the target population and regions. The beginning and ending dates of the provided services must be included. If the Proposer is submitting a Proposal that includes a Subcontractor(s), detail the Subcontractor’s specific role for this project, how they will interface with the Proposer’s staff and complete a Subcontractor/Subconsultant Utilization Form. See Proposer’s Checklist. VIII. Financial Capability of the Proposer 32 A. In order to provide the Authority with the ability to judge the Proposer’s financial capacity and capabilities to undertake and successfully complete the contract, the Proposer should submit certified financial statements which include a balance sheet, income statement, and statement of cash flow, and all applicable notes for the most recent calendar year or the Proposer’s most recent fiscal year. If financial statements are not available, the Proposer is to provide either a reviewed or compiled statement from an independent accountant setting forth the same information required for the certified financial statements, together with a certification from the Chief Executive Officer and the Chief Financial Officer, that the financial statements and other information included in the statements fairly present in all material respects the financial condition, results of operations and cash flows of the Proposer as of, and for, the periods presented in the statements. In addition, the Proposer should submit a bank reference; B. If the information is not supplied with the Proposal, the Authority may still require the Proposer to submit it. If the Proposer fails to comply with the request within three (3) business days, the Authority may deem the Proposal non-responsive; C. A Proposer may designate specific financial information as not subject to disclosure if the Proposer provides a good faith legal/factual basis for such assertion. The Proposer may submit the specific financial documents in a separate file clearly marked “Confidential- Financial Information”; and D. The Authority reserves the right to make the determination to accept the assertion. 9.%2.%3.%4 potential problems The Proposer should set forth a summary of any and all problems that the Proposer anticipates during the term of the contract. For each problem identified, the Proposer should provide its proposed approach. fee schedule (MANDATORY SUBMISSION WITH BID PROPOSAL) The Proposer must submit its pricing using the format set forth on the Fee Schedule accompanying this RFP. Proposers are NOT permitted to alter or change the provided Fee Schedule format/category designations. Any additional or supplemented versions of the Authority-supplied Fee Schedule will not be accepted and will result in the Proposer’s Proposal deemed non-responsive. Proposers must submit a price that is no more than the maximum price indicated on the Fee Schedule. If the Proposer will supply an item on a price line free of charge, the Proposer must indicate “No Charge” on the Authority-supplied Fee Schedule accompanying this RFP Solicitation. The use of any other identifier may result in the Proposer’s Proposal being deemed non- 33 responsive. 10.%2.%3.%4 DELIVERY TIME AND COSTS A. Unless otherwise noted elsewhere in the RFP, all prices for items in Proposals shall be submitted Freight on Board (F.O.B.) Destination. Proposals submitted other than F.O.B. Destination may not be considered. Regardless of the method of quoting shipments, the Contractor shall assume all costs, liability and responsibility for the delivery of merchandise in good condition to the Authority; and B. F.O.B. Destination does not cover “spotting” but does include delivery inside the Authority unless otherwise specified. No additional charges will be allowed for any additional transportation costs resulting from partial shipments made at the Contractor’s convenience when a single shipment is ordered. 11.%2.%3.%4 COLLECT ON DELIVERY (C.O.D.) Terms C.O.D. terms are not acceptable as part of a Proposal and will be cause for rejection of a Proposal. 12.%2.%3.%4 price adjustment Pricing shall remain firm throughout the term of the contract and any extensions, thereto. required compliance documentation Unless otherwise specified, forms must contain an original, physical signature, or an electronic signature pursuant to Section 1.3.6.2 of this RFP Solicitation. SEE BELOW and PROPOSER’s CHECKLIST for Compliance Documentation required to be submitted WITH the Bid Proposal (MANDATORY FORM WITH BID PROPOSAL). ALL other Compliance Documentation, not deemed “Mandatory Form With Bid Proposal”, are required prior to contract award; however, it is preferred and encouraged that Proposers submit ALL Compliance Documentation with the Bid Proposal, if possible. A Proposer who fails to submit requested information within seven (7) business days of a written request by the Authority will be deemed non-responsive and will preclude the award of a contract to said Proposer. 13.%2.%3.%4 SIGNATORY PAGE (MANDATORY FORM WITH BID 34 PROPOSAL-SIGNED) The Proposer shall complete and submit the Signatory Page accompanying this RFP. The Signatory Page must include the signature of an authorized representative of the Proposer. If the Proposer is a limited partnership, a Signatory Page must be signed by each general partner. Failure to comply will result in rejection of the Proposal as non-responsive and preclude the award of a contract to said Proposer. Note: A Proposer’s written signature on the Signatory Page will NOT serve as a certifying signature on any other Mandatory Compliance forms required. Each mandatory compliance document must be individually signed. 14.%2.%3.%4 OWNERSHIP DISCLOSURE FORM (MANDATORY FORM WITH BID PROPOSAL) Pursuant to N.J.S.A. 52:25-24.2, in the event the Proposer is a corporation, partnership or sole proprietorship, the Proposer must complete an Ownership Disclosure Form. A current completed Ownership Disclosure Form must be received prior to or accompany the submitted Proposal. A Proposer’s failure to submit the completed form with its Proposal will result in the rejection of the Proposal as non-responsive and preclude the award of a contract to said Proposer. If any ownership change has occurred within the last six (6) months, a new Ownership Disclosure Form must be completed and submitted with the Proposal. NOTE: If the Proposer is a partnership or a limited liability corporation, an Ownership Disclosure form must be completed by each general partner. Failure to comply may result in rejection of the Proposal. 15.%2.%3.%4 DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN FORM Pursuant to N.J.S.A. 52:32-58, the Proposer must utilize this Disclosure of Investment Activities in Iran form to certify that neither the Proposer, nor one of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32-56(e)(3)), is listed on the Department of the Treasury’s List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither the Proposer, nor one of its parents, subsidiaries, and/or affiliates, is involved in any of the investment activities set forth in N.J.S.A. 52:32-56(f). If the Proposer is unable to so certify, the Proposer shall provide a detailed and precise description of such activities as directed on the form. A Proposer’s failure to submit the completed and signed form before contract award will be deemed non-responsive and preclude the award of a contract to said Proposer. 35 NOTE: If the Proposer is a partnership or a limited liability corporation partnership, each Disclosure of Investment Activities in Iran form must be signed by a general partner. Failure to comply may preclude the award of a contract. 16.%2.%3.%4 DISCLOSURE OF INVESTIGATIONS AND OTHER ACTIONS INVOLVING BIDDER FORM The Proposer must submit the Disclosure of Investigations and Other Actions Involving Bidder Form, prior to the award of a contract, to provide a detailed description of any investigation, litigation, including administrative complaints or other administrative proceedings, involving any public sector clients during the past five (5) years, including the nature and status of the investigation, and, for any litigation, the caption of the action, a brief description of the action, the date of inception, current status, and, if applicable, disposition. The Proposer’s inclusion of the Disclosure of Investigations and Other Actions Involving Bidder form with the Proposal is requested and advised. If a Bidder does not submit the form with the Proposal, the Bidder must comply within seven (7) business days of a request by the Authority or the Authority may deem the Proposal non-responsive. 17.%2.%3.%4 BUSINESS REGISTRATION certification (BRC) In accordance with N.J.S.A. 52:32-44(b), a Proposer and its named Subcontractors must have a valid Business Registration Certificate (“BRC”) issued by the Department of Treasury, Division of Revenue and Enterprise Services, prior to the award of a contract. To facilitate the Proposal evaluation and contract award process, it is requested and advised the Proposer should submit a copy of its valid BRC and those of any named Subcontractors with its Proposal. A Proposer otherwise identified by the Authority as a responsive and responsible Bidder, inclusive of any named Subcontractors, but that was not business registered at the time of submission of its Proposal must be so registered and in possession of a valid BRC by a deadline to be specified in writing by the Authority. A Bidder who fails to comply with this requirement by the deadline specified by the Authority will be deemed ineligible for contract award. Under any circumstance, the Authority will rely upon information available from computerized systems maintained by the State as a basis to verify independently compliance with the requirement for business registration. http://www.state.nj.us/treasury/revenue/busregcert.shtml . A Proposer receiving a contract award as a result of this procurement and any Subcontractors named by that Proposer will be required to maintain a valid business registration with the Division of Revenue and Enterprise Services for the duration of the executed contract, inclusive of any http://www.state.nj.us/treasury/revenue/busregcert.shtml 36 contract extensions. Pursuant to N.J.S.A. 54:49-4.1, a business organization that fails to provide a copy of a business registration as required pursuant to section 1 of P.L. 2001, c.134 (N.J.S.A. 52:32-44 et al.) or subsection e. or f. of section 92 of P.L. 1977, c. 110 (N.J.S.A. 5:12-92), or that provides false information of business registration under the requirements of either those sections, shall be liable for a penalty of $25 for each day off violation, not to exceed $50,000 for each business registration copy not properly provided under a contract with a contracting agency or under a casino service industry enterprise contract. 18.%2.%3.%4 SOURCE DISCLOSURE CERTIFICATION Pursuant to N.J.S.A. 52:34-13.2, all of the Authority’s contracts shall be performed within the United States. Pursuant to the statutory requirements, prior to an award of a contract primarily for services, the intended Contractor of an Authority contract must disclose the location by country where services, including subcontracted services, will be performed. The Proposer must complete and submit the Source Disclosure Form accompanying this RFP. The Proposer’s inclusion of the completed Source Disclosure form with the Proposal is requested and advised. If a Proposer does not submit the form with the Proposal, the Proposer must comply within seven (7) business days of a request by the Authority or the Authority may deem the Proposal non- responsive. If any of the services cannot be performed within the United States, the Proposer shall state with specificity the reasons why the services cannot be so performed. The Authority shall determine whether sufficient justification has been provided by the Proposer to form the basis of his or her certification that the services cannot be performed in the United States. T h e S o u r c e D i s c l o s u r e F o r m i s l o c a t e d o n t h e A u t h o r i t y ’ s w e b s i t e a t h t t p s : / / w w w . n j e d a . c o m / b i d d i n g / . 18.1.%3.%4.%5 BREACH OF CONTRACT A SHIFT TO PROVISION OF SERVICES OUTSIDE THE UNITED STATES DURING THE TERM OF THE CONTRACT SHALL BE DEEMED A BREACH OF CONTRACT. If, during the term of the contract, the Contractor or Subcontractor, who had on contract award declared that services would be performed in the United States, proceeds to shift the performance of any of the services outside the United States, the Contractor shall be deemed to be in breach of its contract. Such contract shall be subject to termination for cause, unless such shift in performance was previously approved by the Authority. 19.%2.%3.%4 AFFIRMATIVE ACTION employee https://www.njeda.com/bidding/ 37 information/EMPLOYEE INFORMATION REPORT Prior to the award of a contract, the intended awardee must submit a copy of a New Jersey Certificate of Employee Information Report, or a copy of Federal Letter of Approval verifying it is operating under a federally approved or sanctioned Affirmative Action program. Intended awardee(s) not in possession of either a New Jersey Certificate of Employee Information Report or a Federal Letter of Approval must complete the Affirmative Action Employee Information Report (AA-302), by following its corresponding instructions for submission and payment by check, which are located at the Public Contracts website for Equal Employment Opportunity (EEO)/Affirmative Action (AA): https://www.nj.gov/treasury/contract_compliance/index.shtml; or alternatively, Vendors have an option for online submission and payment, following the electronic filing instructions at: https://www.nj.gov/treasury/contract_compliance/index.shtml. 20.%2.%3.%4 SMALL BUSINESS SET ASIDE Not applicable. 21.%2.%3.%4 disabled veterans’ business set-aside Not applicable. 22.%2.%3.%4 REQUIREMENTS OF PUBLIC LAW 2005, CHAPTER 51, N.J.S.A. 19:44A-20.13 - N.J.S.A. 19:44A-20.25 (FORMERLY EXECUTIVE ORDER NO. 134) AND EXECUTIVE ORDER NO. 117 (2008). a) The Authority shall not enter into a contract to procure from any Business Entity services or any material, supplies or equipment, or to acquire, sell or lease any land or building, where the value of the transaction exceeds $17,500, if that Business Entity has solicited or made any contribution of money, or pledge of contribution, including in-kind contributions, to a candidate committee and/or election fund of any candidate for or holder of the public office of Governor or Lieutenant Governor, to any State, county, municipal political party committee, or to any legislative leadership https://www.nj.gov/treasury/contract_compliance/index.shtml https://www.nj.gov/treasury/contract_compliance/index.shtml 38 committee during certain specified time periods. b) Prior to awarding any contract or agreement to any Business Entity, the Business Entity proposed as the intended awardee of the contract shall submit the Two-Year Chapter 51/Executive Order 117 Vendor Certification and Disclosure of Political Contributions form, certifying that no contributions prohibited by either Chapter 51 or Executive Order No. 117 have been made by the Business Entity and reporting all qualifying contributions the Business Entity or any person or entity whose contributions are attributable to the Business Entity. The required form and instructions shall be provided to the intended awardee for completion and submission. Upon receipt of a Notice of Intent to Award a Contract, the intended awardee shall submit to the Authority, in care of the Procurement department, the Certification and Disclosure(s) within five (5) business days of the Authority’s request. Failure to submit the required forms will preclude award of a contract under this RFP, as well as future contract opportunities. The form is also available at: https://www.njeda.com/Bidding/. c) Further, the Contractor is required, on a continuing basis, to report any contributions it makes during the term of the contract, and any extension(s) thereof, at the time any such contribution is made. 23.%2.%3.%4 political contribution disclosure The Contractor is advised of its responsibility to file an annual disclosure statement on political contributions with the New Jersey Election Law Enforcement Commission (ELEC), pursuant to N.J.S.A. 19:44A-20.27 (P.L. 2005, c. 271, 3 as amended) if in a calendar year the Contractor receives one (1) or more contracts valued at $50,000.00 or more. It is the Contractor’s responsibility to determine if filing is necessary. Failure to file can result in the imposition of penalties by ELEC. Additional information about this requirement is available from ELEC by calling 1(888) 313-3532 or on the internet at https://www.elec.state.nj.us/. 24.%2.%3.%4 PUBLIC LAW 2018, CHAPTER 9 – DIANE B. ALLEN EQUAL PAY ACT Effective July 1, 2018, Bidders and Contractors are advised that pursuant to the Diane B. Allen Equal Pay Act, (P.L. 2018, ch. 9), any employer entering into a contract with the State of New Jersey or an instrumentality of the State (such as the Authority) providing “qualifying services” or “public works” within the meaning of that Act is required to file the report required therein, with the New Jersey Department of Labor and Workforce Development upon commencement of the contract. Information about the Act and the reporting requirement is available at: https://nj.gov/labor/equalpay/equalpay.html. Construction projects that are subject to the https://www.njeda.com/Bidding/ https://www.elec.state.nj.us/ https://na01.safelinks.protection.outlook.com/?url=https%3A%2F%2Furldefense.proofpoint.com%2Fv2%2Furl%3Fu%3Dhttps-3A__na01.safelinks.protection.outlook.com_-3Furl-3Dhttps-253A-252F-252Fnj.gov-252Flabor-252Fequalpay-252Fequalpay.html-26data-3D02-257C01-257CFCole-2540njeda.com-257Ccd3fa79e74a14ed14c4308d5f181003c-257Cdef9b6fa35984b48bb720bc384032ea3-257C0-257C0-257C636680458711928734-26sdata-3DObQC-252BE1GaBojpn1cFbXfLR6vsPl33ygfXx6z9aLhKKc-253D-26reserved-3D0%26d%3DDwMFAg%26c%3D4BTEw-1msHjOY4ITcFLmDM6JB8x6ZgbU2J24IH0HZLU%26r%3DPOSLrDXVPtGb72U-xnRJDbMNukoFoaAKeJNgwT4xMhE%26m%3DJtqSyq5vqt1JQ1YcaDggsWaV3MAu7F-LqrynIyoawt8%26s%3Dz5LYVWzXydDSOJXOI3auhgl8rMvl3kVGlH7UmDoKzUo%26e%3D&data=02%7C01%7CSQuattro%40njeda.com%7C472905499d4c4f89798b08d6173acb0e%7Cdef9b6fa35984b48bb720bc384032ea3%7C0%7C0%7C636721938618957966&sdata=Djo4PeZYncJI1GYkrAjdFcxeD3pmr1%2FIgd3JAvMjUqg%3D&reserved=0 39 Prevailing Wage Act are affected by this statute (falling within the definition of “public work”). Additionally, any contract that the Authority enters into for “services” imposes reporting requirements by awarded Bidders and contactors (falling within the definition of “qualifying services”). Information on the reporting requirement for such “qualifying services” is also available at: https://nj.gov/labor/equalpay/equalpay.html. Goods/Products contracts are not impacted by the statute. 25.%2.%3.%4 NEW JERSEY STATE W-9 Prior to an award of a contract, the Contractor shall provide the Authority with a properly completed New Jersey State W-9 form available at https://www.njeda.com/bidding. 26.%2.%3.%4 INSURANCE CERTIFICATE(S) Prior to the award of a contract, the Contractor shall provide the Authority with current certificate(s) of insurance for all coverages required by the terms of this contract, naming the Authority (NJEDA) as an Additional Insured and specify the insurance certificate is identified with the unique contract awarded as a result of this RFP. Refer to Section 7 of the Authority's Standard Contract, Exhibit A, accompanying this RFP. 27.%2.%3.%4 SUBCONTRACTOR UTILIZATION PLAN All Proposers intending to use a Subcontractor(s) must complete a Subcontractor Utilization Form, submitted with the Proposal, available at: https://www.njeda.com/bidding/. If the Contract is a small business subcontracting set-aside, the Proposer certifies that in engaging Subcontractors and/or Subconsultants, it shall make a good faith effort to achieve the subcontracting set-aside goals, and shall attach to the Subcontractor Utilization Plan documentation of such efforts. For a Proposal that does NOT include the use of Subcontractors and/or Subconsultants, by signing the Signatory Page, the Contractor is automatically certifying that in the event the award is granted to the Contractor’s firm and the Contractor later determines at any time during the term of the Contract to engage Subcontractors and/or Subconsultants to provide certain goods and/or services, the Contractor shall submit a Subcontractor Utilization Form for approval by the Authority in advance of any such engagement of Subcontractors and/or Subconsultants. https://na01.safelinks.protection.outlook.com/?url=https%3A%2F%2Furldefense.proofpoint.com%2Fv2%2Furl%3Fu%3Dhttps-3A__na01.safelinks.protection.outlook.com_-3Furl-3Dhttps-253A-252F-252Fnj.gov-252Flabor-252Fequalpay-252Fequalpay.html-26data-3D02-257C01-257CFCole-2540njeda.com-257Ccd3fa79e74a14ed14c4308d5f181003c-257Cdef9b6fa35984b48bb720bc384032ea3-257C0-257C0-257C636680458711928734-26sdata-3DObQC-252BE1GaBojpn1cFbXfLR6vsPl33ygfXx6z9aLhKKc-253D-26reserved-3D0%26d%3DDwMFAg%26c%3D4BTEw-1msHjOY4ITcFLmDM6JB8x6ZgbU2J24IH0HZLU%26r%3DPOSLrDXVPtGb72U-xnRJDbMNukoFoaAKeJNgwT4xMhE%26m%3DJtqSyq5vqt1JQ1YcaDggsWaV3MAu7F-LqrynIyoawt8%26s%3Dz5LYVWzXydDSOJXOI3auhgl8rMvl3kVGlH7UmDoKzUo%26e%3D&data=02%7C01%7CSQuattro%40njeda.com%7C472905499d4c4f89798b08d6173acb0e%7Cdef9b6fa35984b48bb720bc384032ea3%7C0%7C0%7C636721938619114221&sdata=SMSRxuertv4fXvRBNXdUVjmJu%2FUrLOc7GuuQ3%2BCliq8%3D&reserved=0 https://www.njeda.com/bidding https://www.njeda.com/bidding/. 40 Please see the Proposer Checklist for additional information, which includes the Subcontractor Utilization Form. 28.%2.%3.%4 BId security Not applicable. 29.%2.%3.%4 Certification for EO No. 271 – COVID-19 VACCINE Not applicable. 30.%2.%3.%4 Certification of non-involvement in prohibited activities in Russia or Belarus pursuant to P.L. 2022, c. 3 The attached certification of non-involvement is required to comply with P.L. 2022, c.3, which was signed by Governor Murphy on March 9, 2022, and prohibits government dealings with businesses associated with Belarus or Russia. Please reference Proposer’s Checklist, Item X. Under the new law, “engaged in prohibited activities in Russia or Belarus” means (1) companies in which the Government of Russia or Belarus has any direct equity share; (2) having any business operations commencing after March 9, 2022 that involve contracts with or the provision of goods or services to the Government of Russia or Belarus; (3) being headquartered in Russia or having its principal place of business in Russia or Belarus, or (4) supporting, assisting, or facilitating the Government of Russia or Belarus in their campaigns to invade the sovereign country of Ukraine, either through in-kind support or for profit. The full text of the new law is available on the Legislature’s webpage at: https://www.njleg.state.nj.us/Bills/2022/S2000/1889_R2.PDF. A Proposer’s failure to submit the completed and signed form before contract award will be deemed non-responsive and preclude the award of a contract to said Proposer. NOTE: If the Proposer is a partnership or a limited liability corporation partnership, each Disclosure of Investment Activities in Russia and Belarus form must be signed by a general partner. Failure to comply may preclude the award of a contract. 31.0 SPECIAL CONTRACTUAL TERMS AND CONDITIONS https://www.njleg.state.nj.us/Bills/2022/S2000/1889_R2.PDF 41 31.1 PRECEDENCE OF SPECIAL CONTRACTUAL TERMS AND CONDITIONS The contract awarded as a result of this RFP shall consist of this RFP, addenda to this RFP, the Proposer's Proposal, any best and final offer and the Authority's Contract for Professional Services-Exhibit A. Unless specifically stated within this RFP, any Special Contractual Terms and Conditions of the RFP take precedence over the Authority’s Standard Contract – Exhibit A, accompanying this RFP. In the event of a conflict between the provisions of this RFP, including the Authority’s Standard Contract – Exhibit A, and any addendum to this RFP, the addendum shall govern. In the event of a conflict between the provisions of this RFP, including any addendum to this RFP, or the Authority’s Contract for Professional Services – Exhibit A and the Proposer’s Proposal, the RFP and/or the addendum and the Authority’s Contract for Professional Services – Exhibit A shall govern. 31.2 CONTRACT TERM AND EXTENSION OPTION The term of the contract shall be for two (2) years with the possibility of two (2) one (1) year extension options, which is at the sole discretion of the Authority and dependent upon funding, at the same terms, conditions, and pricing in effect during the contract term or rates more favorable to the Authority. An annual percentage price escalator may be in effect for the extension options if indicated by the Proposer in their Fee Schedule submitted for this solicitation. 31.3 CONTRACT TRANSITION In the event that a new contract has not been awarded prior to the contract expiration date, as may be extended herein, the Authority reserves the right, in its sole discretion, to extend the Agreement on a month-to-month basis beyond the expiration or termination, until a replacement Contractor is engaged to provide the requisite services. It shall be incumbent upon the Contractor to continue the contract under the same terms and conditions until a new contract can be completely operational. At no time shall this transition period extend more than 180 days beyond the expiration date of this Agreement, including any extensions exercised. 31.4 contract AMENDMENT Any changes or modifications to the terms of the contract shall be valid only when they have been reduced to writing and signed by both the Authority’s designated representative and the Contractor. 42 31.5 contractor responsibilities The Contractor shall have sole responsibility for the complete effort specified in the contract. If the RFP permits subcontracting, payment will be made only to the Contractor. The Contractor shall have sole responsibility for all payments due any Subcontractor. The Contractor is responsible for the professional quality, technical accuracy and timely completion and submission of all deliverables, services or commodities required to be provided under the contract. The Contractor shall, without additional compensation, correct or revise any errors, omissions, or other deficiencies in its deliverables and other services. The approval of deliverables furnished under this contract shall not in any way relieve the Contractor of responsibility for the technical adequacy of its work. The review, approval, acceptance or payment for any of the services shall not be construed as a waiver of any rights that the Authority may have arising out of the Contractor’s performance of this contract. 31.6 substitution of staff The Contractor shall forward all requests to substitute staff to the Authority for consideration and approval. The request may be as simple as naming an alternate/back-up individual for each position / individual identified in the Proposer’s organization chart which is designated to perform work against the resulting contract. No substitute personnel are authorized to begin work until the Contractor has received written approval to proceed from the Authority’s Designated Contract Manager. If it becomes necessary for the Contractor to substitute any management, supervisory or key personnel, the Contractor shall identify the substitute personnel and the work to be performed. The Contractor must provide detailed justification documenting the necessity for the substitution. Resumes must be submitted evidencing that the individual(s) proposed as substitute(s) have qualifications and experience equal to or better than the individual(s) originally proposed or currently assigned. No substitute personnel are authorized to begin work until the Contractor has received verbal/written approval to proceed from the Authority’s Designated Contract Manager. The Authority reserves the right, in its sole discretion, to recommend and make changes to the Contractor’s overall approach to address these advisory needs, if deemed necessary. For instance, the Authority’s Designated Contract Manager may determine that the Contractor’s staff employee assigned to perform the requisite services may not be meeting the acceptable levels of performance and a replacement staff employee is needed to better meet the needs of the Authority. 31.7 substitution or addition of subcontractor(s)/subconsultant(s) The Contractor shall forward a written request to substitute or add a Subcontractor/Subconsultant or to substitute its own staff for a Subcontractor/Subconsultant to the Authority’s Designated 43 Contract Manager for consideration. If the Designated Contract Manager approves the request, the Designated Contract Manager will forward the request to the Procurement Department for final approval. No substituted or additional Subcontractor(s)/Subconsultant(s) are authorized to begin work until the Contractor has received written approval from the Procurement Department. If it becomes necessary for the Contractor to substitute a Subcontractor/Subconsultant, add a Subcontractor/Subconsultant, or substitute its own staff for a Subcontractor/Subconsultant, the Contractor will identify the proposed new Subcontractor/Subconsultant or staff member(s) and the work to be performed. The Contractor must provide detailed justification documenting the necessity for the substitution or addition. The Contractor must provide detailed resumes of its proposed replacement staff or of the proposed Subcontractor’s/Subconsultant’s management, supervisory, and other key personnel that demonstrate knowledge, ability and experience relevant to that part of the work which the Subcontractor/Subconsultant is to undertake. The qualifications and experience of the replacement(s) must equal or exceed those of similar personnel proposed by the Contractor in its Proposal. 31.8 ownership of material All data, technical information, materials gathered, originated, developed, prepared, used or obtained in the performance of the contract, including, but not limited to, all reports, surveys, plans, charts, literature, brochures, mailings, recordings (video and/or audio), pictures, drawings, analyses, graphic representations, software computer programs and accompanying documentation and print-outs, notes and memoranda, written procedures and documents, regardless of the state of completion, which are prepared for or are a result of the services required under this contract shall be and remain the property of the Authority and shall be delivered to the Authority upon thirty (30) Days’ notice by the Authority. With respect to software computer programs and/or source codes developed for the Authority, except those modifications or adaptations made to the Proposer’s or Contractor’s Background IP as defined below, the work shall be considered “work for hire”, i.e., the Authority, not the Contractor or Subcontractor, shall have full and complete ownership of all software computer programs and/or source codes developed. To the extent that any of such materials may not, by operation of the law, be a work made for hire in accordance with the terms of this Contract, Contractor or Subcontractor hereby assigns to the Authority all right, title and interest in and to any such material, and the Authority shall have the right to obtain and hold in its own name and copyrights, registrations and any other proprietary rights that may be available. Should the Proposer anticipate bringing pre-existing intellectual property into a work-for-hire, the intellectual property must be identified in the Proposal. Otherwise, the language in the first paragraph of this section prevails. If the Proposer identifies such intellectual property ("Background IP") in its Proposal, then the Background IP owned by the Proposer on the date of 44 the contract, as well as any modifications or adaptations thereto, remain the property of the Proposer. Upon contract award, the Proposer or Contractor shall grant the Authority a nonexclusive, perpetual royalty free license to use any of the Proposer’s/Contractor's Background IP delivered to the Authority for the purposes contemplated by the contract. 31.9 security and confidentiality Data confidentiality All financial, statistical, personnel, customer and/or technical data supplied by the Authority to the Contractor are confidential (Authority Confidential Information). The Contractor must secure all data from manipulation