Creative and Advertising Agency Services

AGREEMENT BETWEEN THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA AND JACOBER CREATIVE This Agreement (Agreement) is between The School Board of Duval County, Florida, a body politic and Corporate (District) and the undersigned contractor, Jacober Creative (Contractor). The District and Contractor may be referred to singularly as a Party and collectively as the Parties. The District is authorized to enter into this Agreement Pursuant to Board Policy 7.70 and Rule 6A-1.012 (7), F.A.C., having issued RFP 24-21/TW (Creative and Advertising Services), and Jacober Creative being one of four companies identified as top Proposers to provide such services to the District; and NOW, THEREFORE, in consideration of the covenants set forth in this Agreement, and other good and valuable Consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows. qs Incorporation of Recitals. The parties hereto acknowledge and agree that the recitals set forth above

are true and Correct and are incorporated herein by this reference. 2. Payment Terms. District shall issue payment in accordance with Sections 218.70. et sq. Florida Statutes, Local Government Prompt Payment Act, after receipt of a Contractor invoice, Provided in accordance with Exhibit A of the Agreement ($14,000.00 ($7,000.00 for each of two (2) schools in scope of work)). Contractor will not commence id invoice. The Districts maximum indebtedness under this Agreement is $14,000.00. 3. Federal Requirements: Domestic Preferences. The District may utilize federal funds for its payment pursuant to the Agreement: accordingly, Contractor shall execute and deliver to the District, concurrent with its signature of the Agreement the following in composite Exhibit B, all of which shall be incorporated into the Agreement by this reference as: (a) Federal Regulatory Compliance Statement; (b) Certification Regarding Drug-Free Workplace Requirements: (c) Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion; and (d) Non-Collusion Affidavit. 4. Representations by Contractor. If Contractor is a business entity, it represents that: (i) it is duly organized, validly existing and in good standing under the laws of the state of its organization; (ii) it is authorized and in good standing to conduct business in the State of Florida; (iii) it has all necessary power and has received all necessary approvals to execute and perform its obligations in the Agreement; and (iv) the individual executing the Agreement on behalf of Contractor is authorized to do so. 5. Travel Expenses. The District is not responsible for any travel expenses not Specifically included within this Agreement. 6. Risk of Loss. All work performed by Contractor pursuant to the Agreement will be at Contractor's exclusive risk until final and complete acceptance of the work by District. In the case of any loss or damage to the work prior to the District's acceptance, such loss or damage will be Contractor's responsibil ity. Delivery of any goods to the District pursuant to the Agreement must be by FOB destination. 7. Insurance. District. certifies that it is self-insured pursuant to the provisions of 768.28 (16), F.S., for tort liability in anticipation of any claim which it might be liable to pay pursuant to that section. Worker's compensation coverage is also self-insured at levels conforming to statutory requirements. Such liability and workers compensation self- insurance supersedes any insurance obligation imposed on the District in the Agreement. District shall insure that Contractor receives immediate notification of reduction in or cancellation of coverage. Contractor agrees to maintain insurance coverage according to the types and levels of insurance set forth in Exhibit C to this Agreement. The term CONTRACTOR/VENDOR? in Exhibit C, shall mean the Contractor under this Agreement. 8. Funding Out. Each payment obligation of the District created by this Agreement is conditioned upon the availability of funds that are appropriated or allocated for the payment of services or products. If such funds are not allocated and available, this Agreement may be terminated by the District at the end of the period for which funds are available. The District shall notify the vendor at the earliest possible time before such termination. No penalty shall accrue to the District in the event this provision is exercised, and the District shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section. 9. Confidentiality of Student Records. Contractor understands and agrees that it is subject to all federal and state laws and District rules relating to the confidential ity of student information. Contractor further agrees to comply with the Family Educational Rights and Privacy Act ("FERPA") 34 C.F.R. 99. Contractor shall regard all student information as confidential and will not disclose the student information to any third party. 10. Term and Termination. The term of this Agreement is September 1, 2022. The District reserves the right to terminate the Agreement at any time and for any reason upon giving thirty (30) days notice to the Contractor. If said Agreement should be terminated for convenience as provided herein, the District will be relieved of all obligations under said Agreement. The District will be required to pay that amount of the Agreement actually performed to the date of termination. 41. Hold Harmless/Indemnification. Subject to the Statutes, the District agrees to indemnify and hold harmless Contractor from and against any and all claims, suits, actions, damages, or causes of action arising out of the negligent acts of the District arising out of or in connection with the provisions of this Agreement. Contractor agrees to indemnify, hold harmless and defend the District from and against any and all claims, suits, actions, damages, or causes of action arising out of the negligent acts of Contractor arising out of or in connection with the provisions of this Agreement. \f Contractor is a state agency or subdivision as defined in 768.28, Florida Statutes, nothing herein shall be constructed to extend Contractor's liability beyond that provided in 768.28, Florida Statutes. 12. Governing Law / Venue / Attorneys Fees. This Agreement shall be construed in accordance with the laws of the State of Florida. Any dispute with respect to this Agreement is subject to the laws of Florida, venue in Duval County. Each party shall be responsible for its own attorneys fees and costs incurred as a tesult of any action or proceeding under this Agreement. 13. No Third Party Beneficiaries. The parties expressly acknowledge that it is not their intent to create or confer any rights or obligations in or upon any third person or entity under this Agreement. Nothing herein shall be construed as consent by an agency or political subdivision of the State of Florida to be sued by third parties in any matter arising out of any contract. 14. Except as otherwise provided by Florida Law, neither the execution of this Agreement by the District nor any other conduct, action or inaction of any District representative relating to the Agreement is a waiver of sovereign immunity by the District. 16. . The parties agree to comply with their respective obligations pursuant to section 448.095, Florida Statutes. 16. Subcontractors. It is the Policy of the District that directly negotiated contracted services authorized by District Policy 7.41 shall not be brokered, Specifically, the Contractor must perform at least fifty percent (50%) of the services to be provided to the District in lieu of said services being provided by any subcontractor(s). Inasmuch as this Agreement is authorized by the District to be signed pursuant to Policy 7.41, the Contractor represents and warrants to the District that at least fifty percent (50%) of the services to be provided under this Agreement will be provided directly by the Contractor. If Contractor is permitted to subcontract any of the work set forth in the Agreement, Contractor shall ensure that each subcontractor complies with all provisions of the Agreement. Contractor will remain liable for the acts and omissions of such subcontractor(s) and the Proper performance and delivery of the products and/or services set forth in the Agreement. 17. Entire Agreement. This Agreement represents the entire agreement between the parties, may only be amended by a written agreement signed by both parties, and supersedes all prior or contemporaneous oral or written agreements and understandings with respect to the matters covered by this Agreement 18. Public Records Laws. This Agreement shall be subject to Floridas Public Records Laws, Chapter 119, Florida Statutes. Contractor understands the broad nature of these laws and agrees to comply with Floridas public records laws and laws relating to records retention. In compliance with section 119.0701, Florida Statutes, Contractor agrees to: a. Keep and maintain public records required by the District in order to perform the service. b. Upon request from the Districts custodian of public records, provide the District with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in the Chapter 119, Florida Statues or as otherwise provided by law. Ci Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the District. a d. Upon completion of the Agreement, transfer, at no cost, to the District all public records in possession of Contractor or keep and maintain public records required by the District to perform the service. If Contractor transfers all public 3 records to the District upon completion of the Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of the Agreement, Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the District, upon request of the District's custodian of public records, in a format that is compatible with the information technology systems of the District. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTORS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS (THE DISTRICTS CONTRACT ADMINISTRATOR) AT THE ADDRESS AND PHONE NUMBER BELOW. 19. Indemnification for Copyright Infringement. Contractor shall defend, indemnify and hold the District and its successors and assigns harmless from and against all third-party claims, suits and proceedings and any and all damages, liabilities, costs and expenses (including reasonable attorneys fees and court costs) incurred as a result of (i) infringement by Contractor of any third-party patent, copyright or trademark or (ii) misappropriation by Contractor of any third-party trade secret in connection with any of the foregoing. 20. Intellectual Property Rights - Use. Contractor represents that it has all intellectual property rights necessary to enter into and perform its obligations in the Agreement. Contractor will indemnify and hold harmless the District from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, service marked, trademarked, patented or unpatented invention, process, article or work manufactured or used in the performance of the Agreement, including its use by the District. If Contractor uses any design, device, materials or works covered by letters, service mark, trademark, patent, copyright or any other intellectual property right, it is mutually agreed and understood without exception that the proposal prices will include all royalties or costs arising from the use of such design, device or materials in any way involved in the work. 21. Notices: Agency Administrator. Every notice, approval, consent or other communication authorized or required by this Agreement shall not be effective unless same shall be in writing and sent via hand delivery or overnight delivery or certified US Mail (with a receipt), directed to the other party at its address provided below or such other address as either party may designate by notice from time to time in accordance herewith: If to Contractor: Paul Jacober, President 690 Lincoln Road, Suite 201 Miami Beach, FL 33139 Phone: 305-672-3293 If to District: With copy to: The Schoo! Board of Duval County, Florida Office of General Counsel 1701 Prudential Drive c/o 1701 Prudential Drive Jacksonville, Florida 32207 Room 340 Phone: (904) 390-2115 Jacksonville, FL 32207 Attn: Dr. Diana Greene, Superintendent Phone: (904) 390-2032 Notwithstanding the foregoing, the parties agree that all communications relating to the day-to-day activities shall be exchanged between the respective representatives of the District and the Contractor as follows: The parties agree that all communications relating to the day-to-day activities shall be exchanged between the parties respective representatives, which representatives shall be designated by the parties in writing Promptly upon commencement of the Services. Once so designated, each partys representative shall coordinate communications and processes as needed for the in the Agreement, as well as the process for to the development (including content and format) of the invoicing and any reports to be provided by Contractor as part of the services. For Purposes of the District's representative for the day-to-day activities, the District's Administrator shall be: Duval County Public Schools Attn: Tabitha Collins, Marketing and Public Relations 1701 Prudential Drive Jacksonville, FL 32207 (904) 390-2628 22. Non-Discrimination. Contractor represents and warrants to the District that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractor's performance under the Agreement on account of a persons actual or perceived identity with regard to race, color, religion, gender or gender identity/expression, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, Pregnancy, veteran status, any other Protected status under applicable law, or any other distinguishing physical or personality characteristics. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her actual or perceived identity with regard to race, color, religion, gender or gender identity/expression, age, marital status, disability, sexual orienta n, political or religious beliefs, national or ethnic origin, pregnancy, veteran status, any other Protected status under applicable law, or any other distinguishing physical or personality characteristics, be denied the benefits of, or be subjected to discrimination, or be denied access and services, under any provision of the Agreement. 23. Severabili If any clause or provision of the Agreement is illegal, invalid or unenforceable under present or future laws effective during the term hereof, then the remainder of the Agreement shall not be affected thereby; and in lieu of each clause or provision of the Agreement which is illegal, invalid or unenforceable, there shall be added, as part of the Agreement, a clause or provision as similar in terms to such gal, invalid or unenforceable clause or provision as may be possible and as may be legal, valid and enforceable. 24. Assignment. The Agreement, nor any portion thereof, may be assigned by Contractor, in whole or in part, without the prior written consent of the District. 5 25. Survivorship. Those provisions which by their nature are intended to survive the expiration, cancellation or termination of the Agreement, including, by way of example only, the Indemn ication and Confidentiality provisions, shall survive the expiration, cancellation or termination of the Agreement. 26. No Gifts or Contingent Fees. It is the policy of the District to not accept gifts, gratuities, or favors of any kind or of any value whatsoever from vendors, members of the staff, or families. Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure the Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual for firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of the Agreement. Contractor further warrants that it, nor any of its directors, employees, officers or agents, nor any of Contractor's respective subsidiaries or affiliates, has taken, is currently taking or w take any action in furtherance of an offer, payment, promise, gifts or anything else of value, directly or indirectly, to anyone to improperly influence or otherwise secure any improper advantage in procuring business in relation to the Agreement. For the breach or violation of these provisions, the District shall have the right to terminate the Agreement without liability and/or, at its discretion, to deduct from the price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 27. Disclosure_of Employment of Former District Employees. Pursuant to District Policy all bidders, proposers, consultants, and contractors are required to disclose the names of any of their officers, directors, agents, or employees who serve as agents or principals for the bidder, proposer or contractor, and who within the last two (2) years, have been or are employees of the District. And all bidders, proposers, consultants, and contractors are required to disclose the name of any District employee who owns, directly or indirectly, any interest in the Contractor's business. Such disclosures will be in accordance with current District policies, but will include, at a minimum, the name of the former District employee, a list of the positions the employee held in the last two (2) years of his or her employment with the District, and the dates the employee held those positions. By its signature of the Agreement, Contractor certifies to the District that there are no names to disclose to the District pursuant to this section. 28. Jessica Lunsford Act. All District and Contractor who come into contact with students as part of the Agreement must submit a background check, in a manner prescribed by District (including compliance with sections 1012.315, 4012.465, and 1012.467, Florida Statutes). Any non-District personnel associated with the Agreement and who may come into contact with students as part of the Agreement will be screened at Contractor's expense. Contractor shall not permit persons to provide services to student under this Agreement if any such person does not meet the standards under Florida law and the District's hiring standards concerning criminal background employee history checks. Failure to comply with this provision shall be cause for immediate termination of this Agreement. 29. No Waiver. The failure of either party to enforce any provision of the Agreement will not constitute a waiver of future enforcement of that or any other provisions. 30. Publicity. Contractor shall not use the District's name, logo or other likeness in any public event, press release, marketing materials or other public announcement without receiving the Districts prior written approval. Contractor shall not host or stage events at District locations without receiving prior approval by the District contract administrator. 31. Facsimile and Scanned Signatures. This Agreement may be executed in one or more counterparts and via facsimile signature, the counterparts and facsimiles of which, when taken together, shall be deemed to constitute an entire and original Agreement. IN WITNESS WHEREOF the undersigned have executed this Agreement as noted below. Attest: /\ Dr. Diana Greene, Superintendent of Schools and Ex-Officio Secretary to the Board By: [Not required pursuant to Policy 7.41 or Authori Elizabeth Andersen, Chair Form Approved: By A Office of General Counsel JACOBER CREAT, By: abuse Nov ?. 202 ( Print Name:_Paul Jacober Title: President EXHIBIT A Proposal BRAND MESSAGE & DEVELOPMENT Duval Gounty Public Schools PREPARED BY Jacober Creaty MISSION Making life a little more beautiful one pixel at a time, we elevate brands with great ideas. ff] DUVAL COUNTY PUBLIC SCHOOLS SCOPE OF WORK BRAND AND MESSAGE DEVELOPMENT FOR TWO SCHOOLS 47 HOURS / $7,000 PER SCHOOL Kick off meeting with principal and trusted school staff to discuss brand identity Logo design and tagline where applicable. First presentation will consist of up to three concepts. Up to two rounds of edits/changes to concepts Photography for each school. Half day photography shoot for each. Includes post-production. Copy writing for a marketing landing page (approximately 250 words or less) 2-3 minute marketing video for the school. Design for direct mail printing, 6x9 postcard, two-sized, full color Social Media Creative: 15-second commercial for social media (based on the marketing video) 45 display ads for Google Ads (300 x 250, 728 x 90, 320 x 50, 300 x 600) Sizes could vary TOTAL $14,000 JACOBER CREATIVE JACOBER CREATIVE IS A VISUAL COMMUNICATION STUDIO GRAPHIC DESIGN / BRANDING / SOCIAL MEDIA CONTENT CREATION / WEB DEVELOPMENT / VIDEO CREATION / MARKETING 690 LINCOLN ROAD, SUITE 201, MIAMI BEACH, FL 33150 EXHIBIT B - COMPOSITE FEDERAL FORMS EXHIBIT B- CN ES S eee , FEDERAL REGULATORY COMPLIANCE STATEMENT The purpose of this document is to assure compliance by the Contractor (defined as any individual or company who agrees to provide materials or services at a specified price) to those certain clauses, provisions and requirements as described by applicable Federal Regulations, which apply to any resulting agreement between The School Board of Duval County, Florida (DCPS) and the Contractor. By signature, the individual executing this statement attests that he/she possesses authority to obligate the contracting firm and agrees to comply with all clauses, provisions and requirements as described below throughout the term of the agreement. 1. The Contractor agrees to allow reasonable access by DCPS, the Federal granting agency, the Comptroller General of the United States or any of their duly authorized representatives to the Contractor's books, documents, papers and records which are directly pertinent to the contract for the purpose of making audit, examination, excerpts and transcriptions. 2. The Contractor agrees to maintain all records related to this agreement for a period of three years after the final payment for the agreement and after all other matters are closed. 3. The Contractor affirms that it is equal opportunity and affirmative action employer and shall comply with all applicable federal, state and local laws and regulations including, but not limited to: Executive Order 41246 as amended by 11375 and 42086; 12138; 41625; 11758; 12073; the Rehabilitation Act of 1973, as amended; the Vietnam Era Veterans Readjustment Assistance Act of 1975; Civil Rights Act of 1964; Equal Pay Act of 1963; Age Discrimination Act of 4967; Immigration Reform and Control Act of 1986; Public Law 95-507; the Americans with Disab| ties Act; 41 CFR Part 60 and any additions or amendments thereto. 4. The Contractor agrees to a provision for non-appropriations, whereby the contract will terminate if sufficient funds are not appropriated in any given fiscal year to allow DCPS to sustain the cost (if applicable). 5. The Contractor agrees to properly complete and submit to DCPS a federal debarment certification form for each renewal year of the Contract, if renewals apply. 6. The Contractor agrees to properly complete and submit to DCPS a non-collusion affidavit. hs The Contractor agrees to properly complete and submit to DCPS a federal drug free workplace certification form. 8. The Contractor agrees the DCPS may terminate the contract at any time for any reason. If terminated for cause, the Contractor agrees the DCPS may seek remedies for damages, if applicable. 9. The Contractor agrees to comply with all applicable environmental standards, orders or requirements. AS 9s ~DATE enim eu cece {Rul TAty oh JPL ESIDEM NAMETITLE 7. . Name of Company: t e LRP YD) VE 13 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS This certification is required by the regulations implementing Executive Order 42549, Debarment and Suspension, 13 CFR Part 145. 4. The Contractor (or subcontractor) certifies to the best of its knowledge and belief that it and its principals: A. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal Department or Agency from doing business with the Federal Government. B. Have not within a three-year period preceding this contract have been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property. C. Are not presently indicted for or otherwise criminally or ci charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph 1.B. above of this certification. D. Have not within a three-year period preceding this contract had one or more public transactions (Federal, State or local) terminated for cause or default. 2. Where the Contractor is unable to certify to any of the statements above in this certification, such Contractor shall attach an explanation to this Wore thi ONTRACTORS SIGNATURE rar okeoBac / Peesiper NAME/TITLE of AUTHORIZED REPRESENTATIVE . \icoheL Chey T WE : Name of Company: 14 INSTRUCTIONS FOR COMPLETION OF NON-COLLUSION AFFIDAVIT This Non-Collusion Affidavit is material to any contract awarded utilizing federal funds. This Non-Collusion Affidavit shall be executed by the member, officer, or employee of the offering firm who makes the final decision on prices and the amount(s) quoted in the proposal. Proposal rigging and other efforts to restrain competition and the making of false sworn Statements in connection with the submission of offers are unlawful and may be subject to criminal prosecution. The person who signs the Affidavit shall examine it carefully before signing and assure himself or herself that each statement is true and accurate, making diligent inquiry, as necessary, of all other persons employed by or associated with the respondent with responsibilities for the preparation, approval or submission of the offer. In the case of an offer submitted by a joint venture, each party to the venture must be identified in the proposal documents, and an Affidavit must be submitted separately on behalf of each party. The term complementary offer as used in the Affidavit has the meaning commonly associated with that term in the solicitation process, and includes the knowing submission of offers higher than the offer of another firm, an intentionally high or noncompetitive offer, and any other form of an offer submitted for the purpose of giving a false appearance of competition. Failure to file a completed Affidavit in compliance with these instructions will result in disqualification of the offer. 15 NON-COLLUSION AFFIDAVIT State of FLORIDA County of DUVAL \ Je Ln tn} | state that | am the cul As Sheri am authorized to execute this affidavit on behalf of my firm, its owners, directors, and officers. | am the person responsible in my firm for the price(s), guarantees and the total financial commitment represented in the firm's offer. | hereby attest that: (1) The price(s) and amount(s) in the offer have been arrived at independently and without consultation, communication or agreement with any other contractor, respondent, or potential respondent. (2) Neither the price(s) nor the amount(s) of the offer, and neither the approximate price(s) nor approximate amount(s) of the offer, have been disclosed to any other firm or person who is a respondent or potential respondent, nor were they disclosed prior to opening of offers. (3) The offer from my firm is made in good faith and no attempt has been made to induce any firm or person to refrain from submitting an offer, or to submit an offer higher than our offer, or to submit any intentionally high or noncompetitive offer or other form of complementary offer. v, (4) Wr uf Ly IM Sinliates, subsidiaries, officers, directors, employees are not currently under investigation by any governmental agency and have not in the last three 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, proposing or offering on any public contract, except as follows: (weapelr | | attest that _4VV' N 44tTriderstands and acknowledges that the above representations are material and important, arid will be relied on by The School Board of Duval County, Florida, in awarding the contract for which this offer is submitted. | understand and my firm understands that any misstatement in this affidavit is and shall be treated as fraudulent concealment from The School Board of Duval County, Florida, of the true facts relating to submission of offers for this contract. * Pow thh-SsSN VY 0H (Signature) | (Date) 16 EXHIBIT C Insurance Requirements A. REQUIRED INSURANCE. Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall (and shall also require of any of its subcontractors), at their sole expense, procure, maintain and keep in force the amounts and types of insurance conforming to the minimum requirements set forth herein. Except as may be otherwise expressly specified in this Exhibit, the insurance shall commence at or prior to the execution of the Agreement by the District and shall be maintained in force throughout the term of the Agreement. A Workers Compensation/Employers Lia ity: The Workers Compensation and Employers Liability insurance provided by the Contractor shall conform to the requirements set forth herein. a. The Contractor's insurance shall cover the Contractor (and to the extent its Subcontractors and Sub-subcontractors are not otherwise insured, its Subcontractors and Sub-subconiractors) for those sources of liability which would be covered by the latest edition of the standard Workers Compensation policy, as filed for use in the State of Florida (herein, the State) by the National Council on Compensation Insurance (NCC)), without any restrictive endorsements other than the Florida Employers Liability Coverage Endorsement (NCCI Form WC 09 03), those which are required by the State, or any restrictive NCCI endorsements which, under an NCCI filing, must be attached to the policy (i.e., mandatory endorsements). In addition to coverage for the Florida Workers Compensation Act, where appropriate, coverage is to be included for the Federal Employers Liability Act and any other applicable federal or state law. b. The policy must be endorsed to waive the insurer's right to subrogate against the District, and its members, officials, officers and employees in the manner which would result from the attachment of the NCCI Waiver of Our Right to Recover from Others Endorsement (Advisory Form WC 00 03 13) with the District, and its members, Officials, officers and employees scheduled thereon. c. Subject to the restrictions of coverage found in the standard Workers Compensation policy, there shall be no maximum limit on the amount of coverage for liability imposed by the Florida Workers Compensation Act or any other coverage customarily insured under Part One of the standard Workers Compensation policy. The amount of coverage for those coverages customarily insured under Part Two of the standard Workers Compensation Policy (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 Each Accident $1,000,000 Disease - Each Employee $1,000,000 Disease - Policy Limit d. The Contractor may be relieved of providing Workers Compensation coverage provided an exemption form is submitted from the State Division of Workers Compensation stating the Contractor is exempt from the insurance requirement under F.S. 440. 2. Commercial General Liability. The Commercial General Liability insurance provided by the Contractor shall conform to the Tequirements hereinafter set forth: 17 a. The Contractor's insurance shall cover those sources of liability which would be covered by the latest occurrence form edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01) as filed for use in the State by the Insurance Services Office (ISO) without any restrictive endorsements other than those which are required by the State, or those which, under an ISO filing, must be attached to the policy (i.e., mandatory endorsements) and those described below which would apply to the Services contemplated under the Agreement. (1) The coverage may not include restrictive endorsements which exclude coverage for liability arising out of: Sexual molestation, Sexual abuse or Sexual misconduct. (2) The coverage may include restrictive endorsements which exclude coverage for liability arising out of: Mold, fungus, or bacteria Terrorism Silica, asbestos or lead. b. The limits to be maintained by the Contractor (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence c. The Contractor shall include the District and the District's members, officials, officers and employees as additional insureds on the Commercial General Liability coverage. The coverage afforded such additional insureds shall be no more restrictive than that which would be afforded by adding the District and the District's members, officials, officers and employees as additional insureds on the latest edition of the Additional Insured Owner's, Lessees or Contractors - Scheduled Person or Organization endorsement (ISO Form CG 20 10) filed for use in the State by the Insurance Services Office. d. Except with respect to coverage for property damage liability, or as otherwise specifically authorized in the Agreement, the general liability coverage shall apply on a first dollar basis without application of any deductible or self-insured retention. The coverage for property damage liability shall be subject to a maximum deductible of $1,500 per occurrence. The Contractor shall pay on behalf of the District or the District's member, official, officer or employee any such deductible or self-insured retention applicable to a claim against the District or the District's member, official, officer or employee for which the District or the District's member, official, officer or employee is insured as an additional insured. 3. Business Auto Liability. The automobile liability insurance provided by the Contractor shall conform to the requirements hereinafter set forth: a. The Contractor's insurance shall cover the Contractor for those sources of liability which would be covered by Section II of the latest occurrence e ition of the standard Business Auto Coverage Form (ISO Form CA 00 01) as filed for use in the State by ISO without any restrictive endorsements other than those which are required by the 18 State, or those which, under an ISO filing, must be attached to the policy (i.e., mandatory endorsements). Coverage shall include all owned, non-owned and hired autos used in connection with the Agreement. b. The District and the District's members, Officials, officers and employees shall be included as additional insureds in a manner no more restrictive than that which would be afforded by designating the District and the District's members, officials, officers and employees as additional insureds on the latest ed n of the ISO Designated Insured (ISO Form CA 20 48) endorsement. iC. The limits to be maintained by the Contractor (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 Each Occurrence - Bodily Injury and Property Damage Combined 4. Professional Liability. The professional liability insurance provided by the Contractor shall conform to the requirements hereinafter set forth: a. The professional liability insurance shall be on a form acceptable to the District and shall apply to those claims which arise out of Services performed by or on behalf of the Contractor pursuant to the Agreement which are first reported to the Contractor within four years after the expiration or termination of the Agreement. b. If the insurance maintained by the Contractor also applies to services other than Services under the Agreement, the limits of insurance maintained by the Contractor shall not be less than $1,000,000 per claim/annual aggregate. If the insurance maintained by the Contractor applies exclusively to the Services under the Agreement, the limits of insurance maintained by the Contractor shall not be less than $1,000,000 per claim/annual aggregate. c. Except as otherwise specifically authorized in the Agreement, the insurance may be subject to a deductible not to exceed $15,000 per claim. d. The Contractor shall maintain the professional liability insurance until the end of the term of the Agreement. Through the use of an extended discovery period or otherwise, the insurance shall apply to those claims which arise out of professional services, prior to the expiration or termination of the Agreement which are reported to the Contractor or the insurer within four years after the expiration or termination of the Agreement. B. EVIDENCE OF INSURANCE, Except as may be otherwise expressly specified in this Exhibit, the insurance shall commence at or prior to the execution of the Agreement by the District and shall be maintained in force throughout the term of the Agreement. The Contractor shall provide evidence of such insurance in the following manner: 41. As evidence of compliance with the required Workers Compensation and Employer's Liability, Commercial General Liabi ity, Business Auto Liability, and Professional Liability, the Contractor shall furnish the District with a fully completed satisfactory Certificate of Insurance such as a standard ACORD Certificate of Lia lity Insurance (ACORD Form 285) or other evidence satisfactory to the District, signed by an authorized representative of the insurer(s) providing the coverage. The Certificate of Insurance, or other evidence, shall verify that Workers 19 Compensation/Employer's Liability contains a waiver of subrogation in favor of the District, identify the Agreement, and provide that the District shall be given no less than thirty (30) days written notice prior to cancellation. 2. As evidence of the required Additional Insured status for the District on the Commercial General Liability insurance, the Contractor shall furnish the District with: a. A fully completed satisfactory Certificate of Insurance, and a copy of the actual additional insured endorsement as issued on the policy, signed by an authorized representative of the insurer(s) verifying inclusion of the District and the District's members, officials, officers and employees as Additional Insureds in the Commercial General Liability coverage. b. An original copy of the policy (or pol cies). 3. Until such time as the insurance is no longer required to be maintained by the Contractor as set forth in the Agreement, the Contractor shall provide the District with renewal or replacement evidence of the insurance in the manner heretofore described no less than thirty (30) days before the expiration or termination of the insurance for which previous evidence of insurance has been provided. 4. Notwithstanding the prior submission of a Certificate of Insurance, copy of endorsement, or other evidence initially acceptable to the District, if requested by District, the Contractor shall, within thirty (30) days after receipt of a written request from the District, provide the District with a certified copy or certified copies of the policy or policies providing the coverage required by this Section. The Contractor may redact or omit those provisions of the policy or policies which are not relevant to the insurance required under the Agreement. C. INSURERS QUALIFICATIONS/REQUIREMENTS: ts Insurers providing the insurance required by the Agreement for the Contractor must either be: a. Authorized by a subsisting certificate of authority issued by the State to transact insurance in the State, or b. An eligible surplus lines insurer under State Statutes. (Except with respect to coverage for the liability imposed by the Florida Workers Compensation Act). 2. In addition, each such insurer shall have and maintain throughout the period for which coverage is required, a Best's Rating of A- or better and a Financial Size Category of VII or better according to A. M. Best Company. 3. If, during the period when an insurer is providing the insurance required by the Agreement, an insurer shall fail to comply with the foregoing minimum requirements, as soon as the Contractor has knowledge of any such failure; the Contractor shall immediately notify the District and immediately replace the insurance provided by the insurer with an insurer meeting these requirements. Until the Contractor has replaced the unacceptable insurer with an insurer acceptable to the District, the Contractor shall be in default of the Agreement. 20 D. Primary and Non-Contributory. The insurance provided by the Contractor pursuant to the Agreement shall apply on a primary basis to, and shall not require contribution from, any other insurance or self-insurance maintained by the District or the District's member, official, officer or employee. E. Additional Remedy. Compliance with the insurance requirements of the Agreement shall not limit the liability of the, Contractor or its Subcontractors or Sub-subcontractors, employees or agents to the District or others. Any remedy provided to the District or the District's members, Officials, officers or employees by the insurance shall be in addition to and not in lieu of any other remedy available under the Agreement or otherwise. F, District Approval: Neither approval by the District nor failure to disapprove the insurance furnished by the Contractor shall relieve the Contractor of the Contractor's full responsibility to provide the insurance as required by the Agreement. 21 AGREEMENT FOR CREATIVE AND MEDIA PLACEMENT SERVICES This Agreement for Creative and Media Placement Services (the Agreement) is effective July 1, 2021 (the Effective Date), and is between The School Board of Duval County, Florida, a body politic and corporate (District) and Faze1 Creative (Contractor). The District and Contractor may be referred to in this Agreement singularly as a Party and collectively as the Parties. The District desires to engage the Contractor for creative and advertising services, and the Contractor is willing to provide the services in accordance with this Agreement; and WHEREAS, State Rule 6A-1.012(7), F.A.C., authorizes and allows the District to enter into this contract, which has been competitively procured and awarded through RFP 24-21/TW, which is incorporated herein by this reference and attached as Exhibit A; NOW, THEREFORE, in consideration of the covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows. 1. Incorporation of Recitals. The parties hereto acknowledge and agree that the recitals set forth above are true and correct and are incorporated herein by this reference. 2. Services. The District desires to contract with Contractor for the furnishing of services related to the District's creative and media placement services (the Services). The Services and pricing terms are set forth in Exhibit B attached hereto and incorporated herein by this reference. 3) Payment Terms. District shall issue payment in accordance with Sections 218.70. et sq. Florida Statutes, Local Government Prompt Payment Act, after receipt of an acceptable invoice, inspection and acceptance of goods and/or services provided in accordance with the terms and conditions of the Agreement. Any penalty for delay in payment shall be in accordance with applicable law. The District's maximum indebtedness under this Agreement shall not exceed $30,000. 4. Federal Requirements. The District may utilize federal funds for its payment pursuant to the Agreement; accordingly, if requested by the District, the Contractor shall execute and deliver to the District, concurrent with its signature of the Agreement the following, all of which shall be incorporated into the Agreement by this reference as: (a) Federal Regulatory Compliance Statement; (b) Certification Regarding Drug-Free Workplace Requirements; (c) Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion; and (d) Non-Collusion Affidavit. 5. Representations by Contractor. If Contractor is a business entity, it represents that: (i) it is duly organized, validly existing and in good standing under the laws of the state of its organization; (ii) it is authorized and in good standing to conduct business in the State of Florida; (iii) it has all necessary power and has received all necessary approvals to execute and perform its obligations in the Agreement; and (iv) the individual executing the Agreement on behalf of Contractor is authorized to do so. 6. Travel Expenses. The District will not be responsible for payment of any travel of Contractor; it being understood that the Districts payment of fees set forth in section 3 above covers any travel expenses of Contractor. 7. Insurance. Intentionally deleted due to digital services. 8. Funding Out. Each payment obligation of the District created by this Agreement is conditioned upon the availability of funds that are appropriated or allocated for the payment of services or products. If such funds are not allocated and available, this Agreement may be terminated by the District at the end of the period for which funds are available. The District shall notify the Contractor at the earliest possible time before such termination. No penalty shall accrue to the District in the event this provision is exercised, and the District shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section. 9. Confidentiality of Student Records. Contractor understands and agrees that it is subject to all federal and state laws and District rules relating to the confidentiality of student information it receives, if any. Contractor further agrees to comply with the Family Educational Rights and Privacy Act (FERPA) 34 C.F.R. 99. Contractor shall regard all student information as confidential and will not disclose the student information to any third party. 10. Term; Termination. The term of this Agreement shall commence as of the Effective Date and expire June 30, 2022. The District reserves the right to terminate the Agreement at any time and for any reason upon giving thirty (30) days notice to the Contractor. If said Agreement should be terminated for convenience as provided herein, the District will be relieved of all obligations under said Agreement. 11. Hold Harmless/Indemnification. Subject to the limitations of 768.28, Florida Statutes, the District agrees to indemnify and hold harmless Contractor from and against any and all claims, suits, actions, damages, or causes of action arising out of the negligent acts of the District arising out of or in connection with the provisions of this Agreement. Contractor agrees to indemnify, hold harmless and defend the District from and against any and all claims, suits, actions, damages, or causes of action arising out of the negligent acts of Contractor arising out of or in connection with the provisions of this Agreement. Except as otherwise provided by Florida Law, neither the execution of this Agreement by the District nor any other conduct, action or inaction of any District representative relating to the Agreement is a waiver of sovereign immunity by the District. 12. Governing Law / Venue / Attorneys Fees / No Arbitration. This Agreement shall be construed in accordance with the laws of the State of Florida. Any dispute with respect to this Agreement is subject to the laws of Florida, venue lying exclusively in the jurisdictional court in Duval County. Each party shall be responsible for its own attorneys fees and costs incurred as a result of any action or proceeding under this Agreement. In the event of any dispute, the parties waive any provision requiring arbitration. 13. No Third Party Beneficiaries. The parties expressly acknowledge that it is not their intent to create or confer any rights or obligations in or upon any third person or entity under this Agreement. Nothing herein shall be construed as consent by an agency or political subdivision of the State of Florida to be sued by third parties in any matter arising out of any contract. 14. No Waiver. The failure of either party to enforce any provision of the Agreement will not constitute a waiver of future enforcement of that or any other provisions. 15. Employment Eligi . The Parties will comply with their respective obligations set forth in section 448.095, Florida Statutes. 16. Subcontractors. If Contractor is permitted to subcontract any of the work set forth in the Agreement, Contractor shall ensure that each subcontractor complies with all provisions of the Agreement. Contractor will remain liable for the acts and omissions of such subcontractor(s) and the proper performance and delivery of the products and/or services set forth in the Agreement. 17. Entire Agreement. This Agreement represents the entire agreement between the parties, may only be amended by a written agreement signed by both parties, and supersedes all prior or contemporaneous oral or written agreements and understandings with respect to the matters covered by this Agreement 18. Public Records Laws. This Agreement shall be subject to Floridas Public Records Laws, Chapter 119, Florida Statutes. Contractor understands the broad nature of these laws and agrees to comply with Floridas public records laws and laws relating to records retention. In compliance with section 119.0701, Florida Statutes, Contractor agrees to: a. Keep and maintain public records required by the District in order to perform the service. b. Upon request from the District's custodian of public records, provide the District with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in the Chapter 119, Florida Statues or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the District. d. Upon completion of the Agreement, transfer, at no cost, to the District all public records in possession of Contractor or keep and maintain public records required by the District to perform the service. If Contractor transfers all public records to the District upon completion of the Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of the Agreement, Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the District, upon request of the District's custodian of public records, in a format that is compatible with the information technology systems of the District. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTORS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS (THE DISTRICTS CONTRACT ADMINISTRATOR) AT THE ADDRESS AND PHONE NUMBER BELOW. 19. Indemnification for Copyright Infringement. Contractor shall defend, indemnify and hold the District and its successors and assigns harmless from and against all third-party claims, suits and proceedings and any and all damages, liabilities, costs and expenses (including reasonable 3 attorneys fees and court costs) incurred as a result of (i) infringement by Contractor of any third- party patent, copyright or trademark or (ii) misappropriation by Contractor of any third-party trade secret in connection with any of the foregoing. 20. Intellectual Property Rights Use. Contractor represents that it has all intellectual property rights necessary to enter into and perform its obligations in the Agreement. Contractor will indemnify and hold harmless the District from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, service marked, trademarked, patented or unpatented invention, process, article or work manufactured or used in the performance of the Agreement, including its use by the District. If Contractor uses any design, device, materials or works covered by letters, service mark, trademark, patent, copyright or any other intellectual property right, it is mutually agreed and understood without exception that the proposal prices will include all royalties or costs arising from the use of such design, device or materials in any way involved in the work. 24. Notices: Agency Administrator. Every notice, approval, consent or other communication authorized or required by this Agreement shall not be effective unless same shall be in writing and sent via hand delivery or overnight delivery (with a receipt), directed to the other party at its address provided below or such other address as either party may designate by notice from time to time in accordance herewith: If to Contractor: Faze 1 Creative Attn: Thomas Slattery 490 Juniper Lake Road Defuniak Springs, FL 32422 (850) 333-7769 If to District: With copy to: The School Board of Duval County, Florida Office of General Counsel 1701 Prudential Drive c/o 1701 Prudential Drive Jacksonville, Florida 32207 Room 340 Phone: (904) 390-2115 Jacksonville, FL 32207 Attn: Dr. Diana Greene, Superintendent _ Phone: (904) 390-2032 Notwithstanding the foregoing, the parties agree that all communications relating to the day-to- day activities shall be exchanged between the parties respective representatives, which representatives shall be designated by the parties in writing promptly upon commencement of the Services. Once so designated, each partys representative shall coordinate communications and processes as needed for the purposes of conducting the services set forth in the Agreement, as well as the process for routine or administrative communications. The parties shall also reasonably cooperate as to the development (including content and format) of the invoicing and any reports to be provided by Contractor as part of the services. For purposes of the District's representative for the day-to-day activities, the District's Administrator shall be: Duval County Public Schools Attn: Tracy Pierce, Chief Officer, Communications 1701 Prudential Drive, 6" Floor Jacksonville, FL 32207 (904) 390-2993 22: Non-Discrimination. Contractor represents and warrants to the District that Contractor does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Contractors performance under the Agreement on account of a persons actual or perceived identity with regard to race, color, religion, gender or gender identity/expression, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, pregnancy, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her actual or perceived identity with regard to race, color, religion, gender or gender identity/expression, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, pregnancy, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics, be denied the benefits of, or be subjected to discrimination, or be denied access and services, under any provision of the Agreement. 23. Severability. If any clause or provision of the Agreement is illegal, invalid or unenforceable under present or future laws effective during the term hereof, then the remainder of the Agreement shall not be affected thereby; and in lieu of each clause or provision of the Agreement which is illegal, invalid or unenforceable, there shall be added, as part of the Agreement, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and as may be legal, valid and enforceable. 24. Assignment. Neither the Agreement, nor any portion thereof may be assigned by Contractor, in whole or in part, without the prior written consent of the District. 25. Survivorship. Those provisions which by their nature are intended to survive the expiration, cancellation or termination of the Agreement, including, by way of example only, the Indemnification and Confidentiality provisions, shall survive the expiration, cancellation or termination of the Agreement. 26. No Gifts or Contingent Fees. It is the policy of the District to not accept gifts, gratuities, or favors of any kind or of any value whatsoever from vendors, members of the staff, or families. Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure the Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual for firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of the Agreement. Contractor further warrants that it, nor any of its directors, employees, officers or agents, nor any of Contractor's respective subsidiaries or affiliates, has taken, is currently taking or will take any action in furtherance of an offer, payment, promise, gifts or anything else of value, directly or indirectly, to anyone to improperly influence or otherwise secure any improper advantage in procuring business in relation to the Agreement. For the breach or violation of these provisions, the District shall have the right to terminate the Agreement without liability and/or, at its discretion, to deduct from the price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 27. Disclosure of Employment of Former District Employees. Pursuant to District Policy all bidders, proposers, consultants, and contractors are required to disclose the names of any of their officers, directors, agents, or employees who serve as agents or principals for the bidder, proposer or contractor, and who within the last two (2) years, have been or are employees of the District. And all bidders, proposers, consultants, and contractors are required to disclose the name of any District employee who owns, directly or indirectly, any interest in the Contractor's 5 business. Such disclosures will be in accordance with current District policies, but will include, at a minimum, the name of the former District employee, a list of the positions the employee held in the last two (2) years of his or her employment with the District, and the dates the employee held those positions. By its signature of the Agreement, Contractor certifies to the District that there are no names to disclose to the District pursuant to this section. 28. Jessica Lunsford Act. All District and Contractor employees, appointees, or agents who come into contact with students as part of the Agreement must submit a background check, in a manner prescribed by the District (including, compliance with sections 1012.315, 1012.465 and 1012.467, Florida Statutes). Any non-District personnel associated with the Agreement and who may come into contact with students as part of the Agreement will be screened at Contractor's expense. Contractor shall not permit persons to provide services to student under this Agreement if any such person does not meet the standards under Florida law and the DCSB hiring standards concerning criminal background employee history checks. Failure to comply with this provision shall be cause for immediate termination of this Agreement. 29. Force Majeure. Notwithstanding any other provision of this Agreement, in the event that the performance of any obligation under this Agreement by either party is prevented due to acts of God or any other cause beyond its reasonable control (including the unavailability of a speaker for an event), then such party shall not be responsible to the other party for failure or delay in performance of its obligations under this Agreement. 30. Publicity. Contractor shall not use the District's name, logo or other likeness in any public event, press release, marketing materials or other public announcement without receiving the District's prior written approval. Contractor shall not host or stage events at District locations without receiving prior approval by the District contract administrator. 31, Facsimile and Scanned Signatures. This Agreement may be executed in one or more counterparts and via facsimile signature, the counterparts and facsimiles of which, when taken together, shall be deemed to constitute an entire and original Agreement. IN WITNESS WHEREOF the undersigned have executed this Agreement as noted below. [Signature page to Agreement for Creative and Media Placement Services between The School Board of Duval County, Florida, and Faze1 Creative 2021-2022] FAZE1 CREATIVE Date: 10-12-21 Print Name: |homas Slattery Title: Owner THE SCHOOL BOARD OF DUVAL COUNTY, ATTEST: _ FLORIDA ws Dr. Diana Greene, Superintendent of Schools and Ex-Officio Secretary to the Board ndersen, Chairman Form Approyed: _- AN y By: Office of General Counsel EXHIBIT A REP 24-21/TW not attached but a placeholder Faze1 Creative 450 Juniper Lake Ra. Orturiax Sprrgs, FL 32433 US +4 8502337765 thomasfiare icrestive com Kathy Martin Duval County Pubic Schoo's 1701 Prudential Drive Jacksonvile, FL 32207 06/03/2021 Creative EXHIBIT B The Services ESTIMATE 1044 o. 0603/2021 EXPIRATION DATE O7/032021 Graphic design and creative services to include design 30,000.0 30,000.00 for school districtand individual schools. Services 0 include: + Lago designs + Digital web banners + Districtwide public service announcements + Custom graphics and illustrations TOT $30,000.00 AGREEMENT FOR CREATIVE AND MEDIA PLACEMENT SERVICES This Agreement for Creative and Media Placement Services (the Agreement) is effective August 3, 2021 (the Effective Date), and is between The School Board of Duval County, Florida, a body politic and corporate ("District") and Richard L. Davis, Inc., a Florida corporation, d/b/a Spark Inc. (Contractor). The District and Contractor may be referred to in this Agreement singularly as a Party and collectively as the Parties. The District desires to engage the Contractor for creative and advertising services, and the Contractor is willing to provide the services in accordance with this Agreement; and WHEREAS, State Rule 6A-1.012(7), F.A.C., authorizes and allows the District to enter into this contract, which has been competitively procured and awarded through RFP 24-21/TW, which is incorporated herein by this reference and attached as Exhibit A; NOW, THEREFORE, in consideration of the covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows. 1. Incorporation of Recitals. The parties hereto acknowledge and agree that the recitals set forth above are true and correct and are incorporated herein by this reference. 2. Services. The District desires to contract with Contractor for the furnishing of services related to the Districts creative and media placement services (the Services). The Services and pricing terms are set forth in Exhibit B attached hereto and incorporated herein by this reference (with the exception that Contractor's standard terms described in sections 6 and 11 of Exhibit A are deleted). 3. Payment Terms. District shall issue payment in accordance with Sections 218.70. et sq. Florida Statutes, Local Government Prompt Payment Act, after receipt of an acceptable invoice, inspection and acceptance of goods and/or services provided in accordance with the terms and conditions of the Agreement. Any penalty for delay in payment shall be in accordance with applicable law. The District's maximum indebtedness under this Agreement shall not exceed $193,500.00. 4. Federal Requirements. The District may utilize federal funds for its payment pursuant to the Agreement; accordingly, if requested by the District, the Contractor shall execute and deliver to the District, concurrent with its signature of the Agreement the following, all of which shall be incorporated into the Agreement by this reference as: (a) Federal Regulatory Compliance Statement; (b) Certification Regarding Drug-Free Workplace Requirements; (c) Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion; and (d) Non-Collusion Affidavit. 5. Representations by Contractor. If Contractor is a business entity, it represents that: (i) it is duly organized, validly existing and in good standing under the laws of the state of its organization; (ii) it is authorized and in good standing to conduct business in the State of Florida; (iii) it has all necessary power and has received all necessary approvals to execute and perform its obligations in the Agreement; and (iv) the individual executing the Agreement on behalf of Contractor is authorized to do so. 6. Travel Expenses. The District will not be responsible for payment of any travel of Contractor; it being understood that the District's payment of fees set forth in section 3 above covers any travel expenses of Contractor. hs Insurance. District certifies that it is self-insured pursuant to the provisions of 768.28 (16), F.S., for tort liability in anticipation of any claim which it might be liable to pay pursuant to that section. Worker's compensation coverage is also self-insured at levels conforming to statutory requirements. Such liability and workers compensation self-insurance supersedes any insurance obligation imposed on the District in the Agreement. District shall insure that Contractor receives immediate notification of reduction in or cancellation of coverage. Contractor agrees to maintain insurance coverage according to the types and levels of insurance set forth in Exhibit C attached hereto and incorporated herein by this reference. 8. Funding Out. Each payment obligation of the District created by this Agreement is conditioned upon the availability of funds that are appropriated or allocated for the payment of services or products. If such funds are not allocated and available, this Agreement may be terminated by the District at the end of the period for which funds are available. The District shall notify the Contractor at the earliest possible time before such termination. No penalty shall accrue to the District in the event this provision is exercised, and the District shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section. 9. Confidentiality of Student Records. Contractor understands and agrees that it is subject to all federal and state laws and District rules relating to the confidentiality of student information it receives, if any. Contractor further agrees to comply with the Family Educational Rights and Privacy Act (FERPA) 34 C.F.R. 99. Contractor shall regard all student information as confidential and will not disclose the student information to any third party. 10. Term; Termination. The term of this Agreement shall commence as of the Effective Date and expire June 30, 2022. The District reserves the right to terminate the Agreement at any time and for any reason upon giving thirty (30) days notice to the Contractor. If said Agreement should be terminated for convenience as provided herein, the District will be relieved of all obligations under said Agreement. 11. Hold Harmless/Indemnification. Subject to the limitations of 768.28, Florida Statutes, the District agrees to indemnify and hold harmless Contractor from and against any and all claims, suits, actions, damages, or causes of action arising out of the negligent acts of the District arising out of or in connection with the provisions of this Agreement. Contractor agrees to indemnify, hold harmless and defend the District from and against any and all claims, suits, actions, damages, or causes of action arising out of the negligent acts of Contractor arising out of or in connection with the provisions of this Agreement. Except as otherwise provided by Florida Law, neither the execution of this Agreement by the District nor any other conduct, action or inaction of any District representative relating to the Agreement is a waiver of sovereign immunity by the District. 12, Governing Law / Venue / Attorneys Fees / No Arbitration. This Agreement shall be construed in accordance with the laws of the State of Florida. Any dispute with respect to this Agreement is subject to the laws of Florida, venue lying exclusively in the jurisdictional court in Duval County. Each party shall be responsible for its own attorneys fees and costs incurred as a result of any action or proceeding under this Agreement. In the event of any dispute, the parties waive any provision requiring arbitration. 13. No Third Party Beneficiaries. The parties expressly acknowledge that it is not their intent to create or confer any rights or obligations in or upon any third person or entity under this Agreement. Nothing herein shall be construed as consent by an agency or political subdivision of the State of Florida to be sued by third parties in any matter arising out of any contract. 14. No Waiver. The failure of either party to enforce any provision of the Agreement will not constitute a waiver of future enforcement of that or any other provisions. . The Parties will comply with their respective obligations set forth in section 448.095, Florida Statutes. 16. Subcontractors. If Contractor is permitted to subcontract any of the work set forth in the Agreement, Contractor shall ensure that each subcontractor complies with all provisions of the Agreement. Contractor will remain liable for the acts and omissions of such subcontractor(s) and the proper performance and delivery of the products and/or services set forth in the Agreement. 17. Entire Agreement. This Agreement represents the entire agreement between the parties, may only be amended by a written agreement signed by both parties, and supersedes all prior or contemporaneous oral or written agreements and understandings with respect to the matters covered by this Agreement 18. Public Records Laws. This Agreement shall be subject to Floridas Public Records Laws, Chapter 119, Florida Statutes. Contractor understands the broad nature of these laws and agrees to comply with Floridas public records laws and laws relating to records retention. In compliance with section 119.0701, Florida Statutes, Contractor agrees to: a. Keep and maintain public records required by the District in order to perform the service. b. Upon request from the District's custodian of public records, provide the District with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in the Chapter 119, Florida Statues or as otherwise provided by law. Cc. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the District. id; Upon completion of the Agreement, transfer, at no cost, to the District all public records in possession of Contractor or keep and maintain public records required by the District to perform the service. If Contractor transfers all public records to the District upon completion of the Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of the Agreement, Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the District, upon request of the Districts custodian of public records, in a format that is compatible with the information technology systems of the District. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTORS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE 3 AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS (THE DISTRICTS CONTRACT ADMINISTRATOR) AT THE ADDRESS AND PHONE NUMBER BELOW. 19. Indemnification for Copyright Infringement. Contractor shall defend, indemnify and hold the District and its successors and assigns harmless from and against all third-party claims, suits and proceedings and any and all damages, liabilities, costs and expenses (including reasonable attorneys fees and court costs) incurred as a result of (i) infringement by Contractor of any third- party patent, copyright or trademark or (ii) misappropriation by Contractor of any third-party trade secret in connection with any of the foregoing. 20. Intellectual Property Rights Use. Contractor represents that it has all intellectual property rights necessary to enter into and perform its obligations in the Agreement. Contractor will indemnify and hold harmless the District from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, service marked, trademarked, patented or unpatented invention, process, article or work manufactured or used in the performance of the Agreement, including its use by the District. If Contractor uses any design, device, materials or works covered by letters, service mark, trademark, patent, copyright or any other intellectual property right, it is mutually agreed and understood without exception that the proposal prices will include all royalties or costs arising from the use of such design, device or materials in any way involved in the work. 21. Notices; Agency Administrator. Every notice, approval, consent or other communication authorized or required by this Agreement shall not be effective unless same shall be in writing and sent via hand delivery or overnight delivery (with a receipt), directed to the other party at its address provided below or such other address as either party may designate by notice from time to time in accordance herewith: If to Contractor: Richard L. Davis, Inc., d/b/a Spark Inc. Attn: Richard L. Davis, President 2944 Evercharm Place East Jacksonville, Florida If to District: With copy to: The School Board of Duval County, Florida Office of General Counsel 1701 Prudential Drive c/o 1701 Prudential Drive Jacksonville, Florida 32207 Room 340 Phone: (904) 390-2115 Jacksonville, FL 32207 Attn: Dr. Diana Greene, Superintendent Phone: (904) 390-2032 Notwithstanding the foregoing, the parties agree that all communications relating to the day-to- day activities shall be exchanged between the parties respective representatives, which representatives shall be designated by the parties in writing promptly upon commencement of the Services. Once so designated, each partys representative shall coordinate communications and processes as needed for the purposes of conducting the services set forth in the Agreement, as well as the process for routine or administrative communications. The parties shall also reasonably cooperate as to the development (including content and format) of the invoicing and any reports to be provided by Contractor as part of the services. For purposes of the District's representative for the day-to-day activities, the District's Administrator shall be: 4 Duval County Public Schools Attn: Tracy Pierce, Chief Officer, Communications 1701 Prudential Drive, 6" Floor Jacksonville, FL 32207 (904) 390-2126 22. Non-Discrimination. Contractor represents and warrants to the District that Contractor does not and not engage in discriminatory practices and that there shall be no discrimination in connection with Contractors performance under the Agreement on account of a person's actual or perceived identity with regard to race, color, religion, gender or gender identity/expression, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, pregnancy, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics. Contractor further covenants that no otherwise qualified individual shall, solely by reason of his/her actual or perceived identity with regard to race, color, religion, gender or gender identity/expression, age, marital status, disab y, sexual orientation, political or religious beliefs, national or ethnic origin, pregnancy, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics, be denied the benefits of, or be subjected to discrimination, or be denied access and services, under any provision of the Agreement. 23. Severability. If any clause or provision of the Agreement is illegal, invalid or unenforceable under present or future laws effective during the term hereof, then the remainder of the Agreement shall not be affected thereby; and in lieu of each clause or provision of the Agreement which is legal, invalid or unenforceable, there shall be added, as part of the Agreement, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and as may be legal, valid and enforceable. 24. Assignment. Neither the Agreement, nor any portion thereof may be assigned by Contractor, in whole or in part, without the prior written consent of the District. 25. Survivorship. Those provisions which by their nature are intended to survive the expiration, cancellation or termination of the Agreement, including, by way of example only, the Indemnification and Confidentiality provisions, shall survive the expiration, cancellation or termination of the Agreement. 26. No Gifts or Contingent Fees. It is the policy of the District to not accept gifts, gratuities, or favors of any kind or of any value whatsoever from vendors, members of the staff, or families. Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure the Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual for firm, other than a bona fide employee working solely for the Contractor, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of the Agreement. Contractor further warrants that it, nor any of its directors, employees, officers or agents, nor any of Contractor's respective subsidiaries or affiliates, has taken, is currently taking or will take any action in furtherance of an offer, payment, promise, gifts or anything else of value, directly or indirectly, to anyone to improperly influence or otherwise secure any improper advantage in procuring business in relation to the Agreement. For the breach or violation of these provisions, the District shall have the right to terminate the Agreement without liabi ity and/or, at its discretion, to deduct from the price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. 27. Disclosure of Employment of Former District Employees. Pursuant to District Policy all bidders, proposers, consultants, and contractors are required to disclose the names of any of their officers, directors, agents, or employees who serve as agents or principals for the bidder, proposer or contractor, and who within the last two (2) years, have been or are employees of the District. And all bidders, proposers, consultants, and contractors are required to disclose the name of any District employee who owns, directly or indirectly, any interest in the Contractor's business. Such disclosures will be in accordance with current District policies, but will include, at a minimum, the name of the former District employee, a list of the positions the employee held in the last two (2) years of his or her employment with the District, and the dates the employee held those positions. By its signature of the Agreement, Contractor certifies to the District that there are no names to disclose to the District pursuant to this section. 28. Jessica Lunsford Act. All District and Contractor employees, appointees, or agents who come into contact with students as part of the Agreement must submit a background check, in a manner prescribed by the District (including, compliance with sections 1012.315, 1012.465 and 1012.467, Florida Statutes). Any non-District personnel associated with the Agreement and who may come into contact with students as part of the Agreement will be screened at Contractor's expense. Contractor shall not permit persons to provide services to student under this Agreement if any such person does not meet the standards under Florida law and the DCSB hiring standards concerning criminal background employee history checks. Failure to comply with this provision shall be cause for immediate termination of this Agreement. 29. Force Majeure. Notwithstanding any other provision of this Agreement, in the event that the performance of any obligation under this Agreement by either party is prevented due to acts of God or any other cause beyond its reasonable control (including the unavailability of a speaker for an event), then such party shall not be responsible to the other party for failure or delay in performance of its obligations under this Agreement. 30. Publicity. Contractor shall not use the District's name, logo or other likeness in any public event, press release, marketing materials or other public announcement without receiving the Districts prior written approval. Contractor shall not host or stage events at District locations without receiving prior approval by the District contract administrator. 31. Facsimile and Scanned Signatures. This Agreement may be executed in one or more counterparts and via facsimile signature, the counterparts and facsimiles of which, when taken together, shall be deemed to constitute an entire and original Agreement. IN WITNESS WHEREOF the undersigned have executed this Agreement as noted below. RICHARD L. DAVIS, INC., d/b/a Spark Inc. By: Richard L Davis Richard L. Davis, President [Signatures continued on next page] [Signature page to Agreement for Creative and Media Placement Services between The School Board of Duval County, Florida, and Richard L. Davis, Inc., d/b/a Spark Inc., Dated Effective August 3, 2021] ATTEST: THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA ov Vagrtdl Ondlece Y oS Y~_ itbiase "Grene, beth Andersen, Chairman Superintendent of Schools and Ex-Officio Secretary to the Board Form Approved: Approved by the Board: August 3, 2021 By: Ay Office of General Counsel EXHIBIT A REP 24-21/TW REQUEST FOR PROPOSALS (RFP) RFP NO. 24-21/TW Creative and Advertising Agency Services pil t DUVAL COUNTY PUBLIC SCHOOLS RFP Release Date: April 8, 2021 Deadline for Writlen Questions: April 22, 2021, 4:00 pm. (EDT) Proposals Opencd: May 6, 2021, 2:00 pm. (EDT) Committee Evaluation: May 13, 2021 Presentations: May 26, 2021 (if deemed necessary) Board Award: June or July 2021 DUVAL COUNTY PUBLIC SCHOOLS Purchasing Services Department 1701 Prudential Drive Jacksonville, Florida 32207 RFP No, 24-21TV, Creative and Advertising Agency Sanices ATTACHMENT A Duval County Public Schools - i _ woww duvalschools. ora 1701 Prudential Drive i I ii : 390-2000 Jacksonville, FL 32207-3235 ay ellan, ) 390-2698 Purchasing Services puwat couer PH: (904) 858-4848 1701 Prudential Drive ee FAX: (904 858-4868 Jacksonville, FL 32207-3235 Request for Proposals (RFP) Required Response Form CREATIVE AND ADVERTISING AGENCY SERVICES RFP No, 24-214/TW This response must be submitted to Duval County Public Schools, Purchasing Services, 1701 Prudential Drive, Jacksonvile, FL 32207, no later than 200 pam. EDT on May 6, 2021 and plainly marked RFP No. 23-21/TW. Responses are due and will be opened at this time. Responses received after 2:00 p.m. EDT on the date due wil not be considered. Anti-Collusion Statement / Public Domain | the undersigned vendor have not divulged, discussed, or compared this proposal with any other vendors and have not colluded with any other vendor in the preparation of this proposal in order to gain an unfair advantage in the award of this proposal. | acknovdedge that all information contained herein is part of the public domain as defined in the Public Records Act, Chapter 112, Fs. Proposal Certification I hereby certify that | am submitting the following information as my company's response and understand that by virtue of executing and returning with this response this REQUIRED RESPONSE FORM. | further certify full, complete, and unconditonal acceptance of the contents of all pages, inclusive of this Request for Proposal, and all appendices/attachments and the contents of any Addendum released hereto. VENDOR (firm name): STREET ADDRESS: CITY & STATE: PRINT NAME OF AUTHORIZED REPRESENTATIVE. SIGNATURE OF AUTHORIZED REPRESENTATIVE: TITLE, DATE: CONTACT PERSON: CONTACT PERSON'S ADDRESS: TELEPHONE: FAX: TOLL FREE: INTERNET E-MAIL ADDRESS: INTERNET URL: VENDOR TAXPAYER IDENTIFICATION NUMBER: NOTE: Entries must be completed in ink or typewritten. An original manual si Page 1 of 27 RFP No, 24-21/TW, Creative and Advesticing Agency Santces ITEMS TO BE RETURNED WITH PROPOSAL: 1. Required Response Form Attachment A Page 1 of 27 (signature required) 2: Office of Economic Opportunity Proposed Schedule of Participation Attachment B 3. Cost of Services Attachment C Note: In accordance with section 4.3, please submit proposal as follows: 1. One (1} manually signed original 2. Tyro (2} photocopies of original 3. Six (6} USB Flash Drives in .pdf format Proposals to be delivered to: 1701 Prudential Drive Suite 322 Jacksonville, Florida 32207 Page 2 of 27 RFP No. 24-21/TV, Creative and Advertising Agency Services 10 DUVAL COUNTY PUBLIC SCHOOLS RFP: Creative and Advertising Agency Services RFP No. 24-21/7W INDEX 1.0 Introduction 20 District Objectives/Scape of Services 3.0 Ex Parte Communication 4.0 Preparation and Submission Requirements 5.0 Familiarity With District and Additional Information 6.0 Time Schedule 7.0 District's Rights and Reservations 8.0 Proposal Format and Evaluation Criteria 90 Proposal Evaluation Process 10.0 Personnel 11.0 Cancellation of Award/Termination 12.0 Default 13.0 Legal Requirements 14.0 Federal and State Tax 15.0 Conflict of Interest 16.0 Insurance Requirements 17.0 Indemnification/Hold Harmless Agreement 18.0 Public Records Law 19.0 Penmits and Licenses 20.0 Public Entity Crimes 21.0 Assignment of Contract and/or Payment 22.0 Subcontractors 23.0 Agreement 24.0 Dispute 25.0 Disclaimer 26.0 Office of Economic Opportunity (O&O) Encouragement Page 3 of 27 RFP No. 24-21/TW%, Creatve and Advertising Agency Santces 11 ATTACHMENTS: A Required Response Form Page 1 of 27 B. Office of Economic Opportunity Proposed Schedule of Participation Atachment B C. Cost of Services Attachment C EXHIBITS: 1. Evaluation Worksheet 2 Composite Federal Forms Page 4 of 27 RFP No. 24-21/TW, Creative and Advertising Agency Senices 12 1.0 i 1.2 2.0 21 DUVAL COUNTY PUBLIC SCHOOLS RFP: Creative and Advertising Agency Services RFP No. 24-21/TW INTRODUCTION: Purpose: The purpose and intent of this Request for Proposals ("RFP") is to seek proposals from interested, available, and qualified firms to provide creative and advertising agency services. An agreement will then be entered for the selected firm (Contracter) to provide the described services for Duval County Public Schools (DCPS" or the Distict). General Information about District Schools: The District and its governing board were created pursuant to Section 4, Article IX of the Constitution of the State of Florida. The District is an independent taxing and reporting entity managed, controlled, operated, administered, and supervised by the District's school officials. The Board consists of seven elected officials responsible for the adaption of policies, which govem the cperation of the District The Superintendent of Schools is responsible for the administration and management of the schools within the applicable parameters of state and federal laws and regulations, State Board of Education Rules, and School Board policies. The Superintendent is also specifically delegated the responsibility of maintaining a uniform system of records and accounts in the District. The District is coterminous with Duval County, which covers 850 square miles and operates 170 facilities, including administrative areas, elementary schools, middle schools, high schools and specialized schools. DCPS is the nations 20" largest school district. DCPS currently employs approximately 11,550 fulltime employees. The District serves approximately 110,000 students (the student population changes annually). At 89 elementary schools, 3 grades K- schools, 2 grades K-8 schools, 24 middle schools, 2 grades 6-12 schools, 19 high schools, 6 exceptional student centers, 1 virtual school, 7 altemative schools, 33 charter schools, and additional administrative facilities. Proposers are encouraged to thoroughly review the information contained therein in order to become familiar with the District and its operations. The administration of this Contract is a function of the District's Marketing and Public Relations Department. All postawarl communicstions shall be directed to Director of Marketing, Communication. For more information about the District, please visit weaw.duvalschools. org on the intemet. DISTRICT OBJECTIVES/SCOPE OF SERVICES: Objectives: The objective of this RFQ is to seek and retain qualified creative and advertising agencies to develop the individual public school brands to promote enrollment in assigned schools, and to handle other creative projects that might arise from time to time. The result of these efforts will make parents, stakeholders, and the community aware of the benefits of enrolling their children in the individual school. Page 6 of 27 RFP No. 24-21/TV, Creative and Advertising Agency Senices 13 23 24 Scope of Work: Duval County Public Schools has a total of 155 district-managed schools (elementary, middie, and high schools) to promote to parents in Duval County with the intention of driving increased enrollment te each school. Each school requires its own brand and creative collateral. The agencies selected to create each school package are responsible for concept development and production. Once approved, the agency will produce and bring to final form the approved creative assets on behalf of the individual schools. Each school will be identified after the creative agencies are selected. Each individual school will require any or all the following items to support market/advertise/promote each individual school: Logo/Slogan Development Professional Photography 2 to 3-minute schcol promotional video to be used for marketing to parents Copywriting for a school marketing web page on www-.wehavethatorg Social media creative to include non-video and 15-second video Digital media ads Printed collateral pos ep oe fe Other creative projects based on the school's individual needs Additionally, the district may have a need for creative and advertising agency services on an array of potential projects from time to time to include print, digital, photography, video, or specialty items. Award The Evaluation Committee will determine, in its scle and absolute discretion, the number of top ranked firms to recommend for award. School Assignment of Agencies - DCPS will identify the schools that will require their own branding and creative collateral after award. Schools will be assigned to agencies based on current workload and interest of assigned staff at the time service is required. Agencies will be asked to provide a list of projects the staff is currently assigned to. This will determine workload and the schools assigned to an agency. The decision of DCPS is final. Implied Services: If any services, functions, or responsibilities not specifically described in this RFP are necessary for the proper performance and provision of the Services, they shall be deemed to be implied by and included within the scope of the Services to the same extent and in the same manner as if specifically described herein. This section includes, but is not limited to, any additional expenses to be incurred by the Contracicr in relation to the Services (an example includes expenses incurred by the Contractor if any state or federal agency requires any external review such as quality control of the Contractor's Services conducted for the District). Related Services: When DCPS requires related Creative and Advertising Agency services that are not a part of the Scope of Services herein, DCPS may, at its sole discretion, elect to negotiate with the contractor to procure those services from the contractor in accordance with this contract or may elect to procure elsewhere. If DCPS elects to procure the service(s) from the contractor, a separate purchase order or contract will be issued. Page 6 of 27 RFP No. 24-21/TWi, Creative and Advertising Agency Sanices 14 25 3.0 40 41 42 43 Contract Term: The District shall select a Contractor to provide the Services for the District commencing from July 1, 2021 through June 30, 2022. The Contract may thereafter be renewed for five (5) additional one (1) year periods, on the same terms and conditions, upon the consent and agreement of both parties. EX PARTE COMMUNICATION: Ex parte communication, whether verbal or written, by any potential Respondent or representative of any potential Respondent to this RFP with District personnel involved with or related to the RFP, other than as designated in this document, is strictly prohibited. Violation of this restriction may result in the rejection/disqualification of the Respendents proposal. Ex parte communication, whether verbal or written, by any potential Respondent or representative of any potential Respondent te this RFP with Board members is also prohibited and will result in the disqualification of the Respondent. Notwithstanding the foregoing. communications are permissible by this Section when such communications with a prospective Respondent are necessary for, and solely related to, the ordinary course of business concerming the District's existing contract(s) for the materials or services addressed in this RFP (but in no event shall any existing vendor intending to submit a proposal initiate communications to any member(s) of the School Board of Duval County, Florida; it being understood such communication initiated by a vendor under these circumstances woul! not be in the ordinary course of business). PREPARATION AND SUBMISSION REQUIREMENTS: Proposals not conforming to the instructions provided herein will be subject to disqualification at the sole ception of the District. All proposals must be received no later than 2:00 p.m. (EDT), on May 6, 2021 Official time for the pe of REP opening will be calibrated using: 2 g . fa proposal is transmitted byt us Mail or other o delvery ret the Proposers(s) will be respariible for its timely delivery to Purchasing Services, 1701 Prudential Drive, Jacksonville FL 32207. Any proposal received after the stated time and date or at other location will not be considered. One manually signed original, two (2) photocopies of original, and six (6) copies on USB Flash Drive. (6 USB Flash Drives to be submitted) of the complete proposal must be sealed and clearly labeled "REQUEST FOR PROPOSAL: Creafive and Advertising Agency Services" on the outside of the package. The legal name, address, Proposers' contact person, and telephone number must also be clearly annotated on the outside of the package. The manuslly signed original shall be marked as ORIGINAL. Once accepted, all criginal proposals and any copies of proposals become the sole property of the District and may be retained by the District or disposed of in any manner the District deems appropriate. All proposals must be signed by an officer or employee having authority to legally bind the Proposers(s). Any corrections of unit prices must be by line-outs of the original prices with correct amounts typed or written in and initialed by the originator. Corrections made using correction fiuid (white out) or any other method of correction are unacceptable. NQTE; It is the sole responsibility of each respondent to assure all proposal copies are EXACT duplicates of the original proposal. USB Flash Drives will be utilized by the Evaluation Committee for Page 7 of 27 RFP No. 24-21TW, Creative and Advertising Agency Santces 15 44 45 50 60 the purpose of evaluation of proposals. Any information contained in the criginal proposal which has not been transferred to the USB Flash Drive cr photocopies will NOT be considered. The original document will be used solely for official fecord keeping pumoses. Potential Proposers shall not contact, by written or verbal communication, any District employee for information regarding this RFP other than as expressly permitted by this RFP_ Additions, deletions, or modifications to information contained in the RFP document will be p...