Digital Media Management

EVERY SCHOOL. EVERY CLASSROOM. EVERY STUDENT. EVERY DAY. Duval County Public Schools www.duvalschools.org Purchasing Services PH: (904) 858-4848 1701 Prudential Drive, Suite 322 FAX: (904)858-4868 Jacksonville, FL 32207 February 8, 2024 SPARK, INC. Attn: Richard L. Davis 9310 Old Kings Rd. S. Suite 901 Jacksonville, Florida 32257-6196 RE: RFP NO. 21-22/TW, Digit Media Management On Monday, October 9, 2023, the School Board of Duval County Public Schools approved the award of RFP NO. 21-22/TW, Digit Media Management. The Board action authorized the contract for the period of October 1, 2023, through September 30, 2024. In accordance with Section 16 of the RFP, Insurance Requirements, please forward an updated copy of your insurance certificate. If you have any questions about this award, please contact Terrence Wright at (904) 858-4859. We look forward to a successful partnership. Terrence Wright, Director DCPS

Purchasing Services cc Master Bid File http://www.duvalschools.org/ AGREEMENT BETWEEN THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA AND SPARK, INC. This Agreement (herein "this Agreement" ) is between The School Board of Duval County, Florida, a body politic and corporate ("District") principally addressed at 1701 Prudential Drive, Jacksonville, FL 32207 and Spark, Inc., (FEI/EIN 20-1722724) a Florida for profit corporation addressed at 9310 Old Kings Road S., Suite 901, Jacksonville, FL 32257 ("Contractor"). The District and Contractor may be referred to in this Agreement singularly as a "Party" and collectively as the "Parties". Recitals. Background and Purpose WHEREAS, the District desires an external firm to effectively manage a large number of targeted campaigns alongside the District's existing marketing staff; and WHEREAS, the District issued RFP No. 21-22/TW and all attachmen~-thereto, dated on or about July 21, 2022, entitled "Digital Media Management"; issued Addendum No. 1 on or about August 05, 2022 (hereinafter collectively referred to as the "RFP"), attached hereto and incorporated herein by the reference Exhibit A; and / WHEREAS, following an agreement in the 2022-23 ~l'iool year, Contractor submitted a proposal for Services and associated fees entitled "the DCP~7085 Digital Media Agreement 2023- 2024", attached hereto and incorporated herein by the reference Exhibit B; and WHERE S. the District is authorized to ente;zhis Agreement pursuant to Board Policy 7.70 and Rule 6A-1.012(7), F.A.C., and / , NOW, THEREFORE, in consideration of the covenants set forth in this Agreement, and other good and valuable consideratidh, the receipt and sufficiency of which are hereby acknowledged, the parties herez(ee 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. Term. The tern;,,6f this Agreement is October 1, 2023 to September 31, 2024. 3. Payment :re"rms. The District's maximum indebtedness under this Agreement is Five hundred Eight Thousand, Three Hundred Dollars ($508,300.00) for services performed by the Contractefr during as stated within Exhibit B. Notwithstanding the Services stated within Exhibit B, Contractor is responsible for any travel, lodging, meals, long distance phone calls, registration fees, art and font expenses, stock photography, photography services, or any other expenses incurred. Contractor agrees to be paid within 30 days following the completion of each individual's school campaign, in addition to the District's receipt of an acceptable invoice, inspection, and acceptance of services provided in accordance with the terms of this Agreement. 1 4. 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. 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. 5. Termination. 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 this Agreement actually performed to the. date of termination. 6. 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 respectto the matters covered by this Agreement. . / 7. Order of Preference. In the event of any conflict between or amon~ the provisions of this Agreement and those of any authoritative documents, the Parties understand and agree the priority of documented authority for resolving such conflicts, in decreasing order of precedence, shall be: 1) provisions in this Agreement; 2) exhibits referenced within this Agreement. This Agreement's documents consist of this expressly written Agreement, Exhibit A (the RFP), and Exhibit B (Contractor's DCPS-7085 Digital Media Agreem~nt 2023-2024). In the event of a conflict or ambiguity within this Agreement, then precedenceshall be given in the following order: this Agreement as expressly written, the RFP (ExhibWA), and the Contractor's DCPS-7085 Digital Media Agreement 2023-2024 (Exhibit B). z= 8. Indemnification for Copyright Infringement. Contractor shall defend, indemnify and hold the District and i s successors and assigns hayrtiless 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 i:is a result of (i) infringement by Contractor of any third­ party patent, copyright or trademark oyi1) misappropriation by Contractor of any third-party trade secret in connection with any of the foregoing. 9. Intellectual Property Rig':its - Use. Contractor represents that it has all intellectual property rights necessary to enter int and perform its obligations in the Agreement. Contractor will indemnify and hold harml~ss the District from liability of any nature or kind, including costs and expenses for or on apfount of any copyrighted, service marked, trademarked, patented or unpatented inventiori,7process, 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, ·if 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. 10. 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. 11. Facsimile and Scanned Signatures. This Agreement may be executed in one or more counterparts and via facsimile signature, the counterparts and facsimiles of which or any amalgamations thereof, when taken together, shall be deemed to constitute an entire Agreement. [Signatures on the following page] 2 [Signature page of Agreement between THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA and SPARK, INC.] IN WITNESS WHEREOF the undersigned have executed this Agreement as noted below. SPARK, INC. sy: R.;ch~rd. P~vf~ Name:_Richard L. Davis ____ _ Title:_Owner/President'------- Attest: THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA / .// By:_-"f,J=--..c--'-'--;--;;,"=-----­ Su Ex-Officio Seer / For~ //,phwedbyBoardonOctober9,2023 B~ ~ . • / Office of General Counsel , / / 3 October 9, 2023, Regular Board Meeting Title 23. DIGITAL MEDIA SERVICES: CONTRACT AWARD Recommendation That the Duval County School Board approve the Digital Media Management Services contract renewal with Spark, Inc. as the top-ranked proposer in an amount not to exceed $508,300. Description This contract is to manage school-focused digital media campaigns. In 2019 the district Marketing and Public Relations department began an ambitious project to develop marketing collateral to support school-based marketing campaigns for schools. Effectively managing a large number of highly targeted campaigns requires the engagement of an external firm with this expertise to complement the district's existing marketing staff. Spark, Inc. was the successful proposer in RFP 21-22/TW, Digital Media Management Services. Under this contract, Spark, Inc. will collaborate with the district to place and manage digital marketing campaigns for more than 80 schools across the district including neighborhood schools and magnets as well as district campaigns. Gap Analysis DCPS schools all exist in an increasingly competitive environment for student enrollment. The district's Marketing and Public Relations Department began implementing school-focused marketing strategy in 2019 with a long-term goal of elevating the marketing platform of each school. Previous Outcomes District school campaigns continue to generate strong school awareness and click through rates to school marketing landing pages. The district is facing incredibly strong headwinds in the face of rapidly expanding competition, but even in this increasignly competitive environment, FTE enrollment increased in 22-23. Expected Outcomes Award and successful performance of this contract renewal with more than 80 school campaigns will generate broad target market awareness as measured through reach, frequency, and click through behavior to build awareness of each school and increase enrollment. Strategic Plan Goals and Principles Guiding Principle V: DCPS will provide a culture and climate that improves academic, social, and emotional development Financial Impact The cost to the Duval County School Board will not exceed $508,300. R/C Fund Functional Area Commitment Item 1220 Communications 10000 7700 390 Contact Tracy Pierce, Chief of Marketing and Public Relations, 904-390-2993 Attachments 1. Spark, Inc. - Digital Media Management RFP 21-22 (22-23).FrmAprvd.Final09192023 AGREEMENT BETWEEN SCHOOL BOARD OF DUVAL COUNTY, FLORIDA AND RICHARD . L. DAVIS, INC. OBA SPARK, INC. This agreement is between The School Board of Duval County, Florida, a body politic and corporate ("District") and Richard L. Davis, Inc. d/b/a Spark, Inc. , a Florida for profit corporation ("Contractor") ("Agreement"). The District and Contractor may be referred to in this Agreement singularly as a "Party" and collectively as the "Parties. Recitals, Background and Purpose WHEREAS, the District was in need of an external firm to effectively manage a large number of highly targeted campaigns alongside the District's existing marketing staff; and WHERE~$, the District issued RFP No. 21-22/TW and all attachments thereto, dated on or about July 21,: 2022, entitled "Digital Media Management"; issued Addendum No. 1 on or about August 05, 2022;; copies of which are attached hereto and incorporated herein by this reference as composite Exhibit A (hereinafter referred to collectively as the "RFP"); and WHERE);\S, after free and open competition, contractor submitted a proposal in response to the RFP, a cqpy of which is attached hereto and incorporated by this reference as Exhibit B, and was selectiad as the best responsive and responsible Contractor by the District (the "Proposal") ; WHERE/,\S , the District is authorized to enter into this Agreement pursuant to Board Policy 7.70 and Rule 6A-1.012(7), F.A.C., and WHEREJ,\S, if there is any conflict or contradiction between the Agreement; RFP, or Scope of Work, the Agr~ement prevails, then the RFP, and lastly, the Scope of Work; Contractor waives any claim to the :contrary. NOW, THEREFORE, in consideration of the covenants set forth in this Agreement, and other good arn'.f 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 V,ue and correct and are incorporated herein by this reference. 2. Term. The term of this Agreement is November 1, 2022 to June 30, 2023 and can be renewed based on the same terms and conditions upon the consent and agreement of both Parties. 3. Payment Terms. The District's maximum indebtedness under this Agreement is $281,558.50 for services provided in accordance with the RFP and Proposal. Contractor is responsible for any travel, lodging, meals, long distance phone calls, registration fees, art and font expenses, stock photography, photography services, or any other expenses incurred. Payment will b19 paid within 30 days following the completion of each individual's school campaign, after receipt of an acceptable invoice, inspection, and acceptance of services provided in accordance with the terms of this Agreement. 1 4. 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. 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. 5. Termination. 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 co:nvenience 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. 6. 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 ,4.greement 7. Indemnification for Copyright Infringement. Contractor shall defend, indemnify and hold the District and i~s 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 ahd 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 . 8. Intellectual Property Rights - Use. Contractor represents that it has all intellectual property rights decessary 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 invehtion, 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. 9, No Waiver. The failure of either party to enforce any provision of the Agreement will not constitute a wai~er of future enforcement of that or any other provisions. 10. 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 Agreement. {Signatures on Following Page} 2 [Signature page of 2022-2023 Agreement between DCSB and RICHARD L. DAVIS, INC. OBA SPARK, INC.] IN WITNESS WHEREOF the undersigned have executed this Agreement as noted below. Attest: RD OF DUVAL COUNTY, FL?JE>A a r~ene, Superintendent of Schools arid Ex-Officio Secretary to the Board ' Form Approved: By t;-ik,,,~ Office of Geriiericounsel By: __ ..-.___,,....,_---"' _ _;::,,.-i:1-+.,....._ __ Approved by Board on November 1, 2022 RICHARD L. DAVIS, INC. OBA SPARK, INC. By:~L~~ Print_Name: /4d~L .;. Titl'~; /J/~ IA~ ~7 3 November 1, 2022, Regular Board Meeting Title 26 . DIGITAL MEDIA SERVICES: CONTRACT AWARD Recommendation That the Duval County School Board approve the Digital Media Management Services Contract with Spark, Inc. as the top-ranked proposer, RFP 21-22/TW, in an amount not to exceed $281,558.50. Description This contract is to manage school-focused digital media campaigns. In 2019 the district Marketing and Public Relations department began an ambitious project to develop marketing collatera l to support school-based marketing campaigns for all schools . Effectively managing a large number of highly targeted campaigns requires the engagement of an external firm with this expertise to complement the district's existing marketing staff. Spark, Inc. was the successful proposer in RFP 21-22/TW, Digital Media Management Services. Under this contract , Spark, Inc. will collaborate with the district to place and manage digital marketing campaigns for 79 schools across the district including neighborhood schools and magnets as well as district campaigns . Gap Analysis DCPS schools all exist in an increasingly competitive environment for student enrollment. The district's Marketing and Public Relations Department began implementing school-focused marketing strategy in 2019 with a long-term goal of elevating the marketing platform of each school. Previous Outcomes From 2019 to 2022 the district has developed and implemented campaigns for 57 schools with other vendors under previous solicitations. The district is prepared to develop and implement 22 more in the 2022-23 school year. These campaigns generate exceptional awareness and action as measured by reach, frequency and click through rates. Expected Outcomes Award and successfu l performance of this new contract with 79 school campaigns will generate broad target market awareness as measured through reach , frequency, and click through behavior to build awareness of each school and increase enrollment. Strategic Plan Goals and Principles Guiding Principle V: DCPS will provide a cultu re and climate that improves academic, social , and emotional development. Financial Impact The cost to the Duval County School Board will be $281 ,558.50. =iii,i•Gi iihi41M&ii41¥.S·lnl,,hi,M,i•ifo,,.., 3195/1200 10000/49093 7700 390 Contact Tracy Pierce, Chief of Marketing and Public Relations , 904-390-2993 Attachments 1. DCPS Digital Contract October2022 DUVAL COUNTY PUBLIC SCHOOLS PURCHASING DEPARTMENT 1701 PRUDENTIAL DRIVE JACKSONVILLE FL 32207 PH (904) 858-4848 FAX (904) 858-4868 DUVA L CO UN TY f'\J EIUC SC '-1 00 S August 29, 2022 DIGITAL MEDIA MANAGEMENT RFP NO. 21-22/TW RECOMMENDATION FOR A WARD DATE OPENED: August 18, 2022 Summary of Protest Policy (Full Policy Text Can Be Found in Board Policy 7.70(V) In a contract procurement process, any person who is adversely affected by the agency Decision or Intended Decision and intends to protest the Decision or Intended Decision, shall file a notice of protest in writing with the school district's Agency Clerk (Executive Director, Office of Policy and Compliance) within seventy-two (72) hours after the posting of the notice of Decision or Intended Decision. A notice of protest should not be filed before the seventy­ two (72) hour period begins. The seventy-two (72) hour period begins upon posting of the Decision or Intended Decision. The notice of protest must be actually received by the Agency Clerk before the seventy-two (72) hour period expires. The seventy-two (72) hour period excludes Saturdays, Sundays, and holidays when the school district's administrative office is closed. The seventy-two (72) hour period is not extended by service of the notice of protest by mail. Failure to timely file a notice of protest shall constitute a waiver of proceedings under Board Policy and section 120.57(3), Florida Statutes. The notice of protest shall identify the procurement by number and title or any other language that will clearly enable the Agency Clerk to identify it; and it shall state that the person intends to protest the decision. The protester shall file a formal written protest with the Agency Clerk within ten (10) days after the date the notice of protest is filed. Failure to timely file the formal written protest shall constitute a waiver of proceedings under Board Policy and section 120.57(3), Florida Statutes. The ten (10) day period for filing the petition is not extended by service of the petition by mail. Note: The above text is a sUIIlll1ary. Please consult Board Policy 7.70, and specifically paragraph (V), for the full text of the policy and protest requirements. The Board Policies are found on the school district' s website within the Department titled "School Board." SEE ATTACHED ------------ -------------- ~t;i: Z:Hd 6l Dflti llOl sci:1!(1Jd:3 61J!s1:·q::iJnd '.:;c[HJ Ranking 1 2 3 4 5 Digital Media Management RFP No. 20-21rrw EVALUATION COMMITTEE SUMMARY Proposer S11>ark Inc. Beson 4 Cox Media Group/Local Solutions Think Integrated, LLC Graham Media of Florida, Inc. Available Points 300 300 300 300 300 - Recommended Vendor Points Attained 1193.50 124.75 96.50 92.25 82.75 Page 1 of 2 RFP No. 21-22/TW Digital Media Management ADDENDUM NO. 1 ADDENDUM NO. 1 www.duvalschools.org/purchasing Issue Date: August 05, 2022 Phone: 904-858-4859 Buyer: Terrence Wright Bid Number: RFQ No. 21-22/TW Bid Title: Digital Media Management Opening: Thursday, August 18, 2022, 2:00 p.m. (EDT). Bids received prior to this date and time will be opened in the Conference Room and may not be withdrawn for 120 days after opening. All bids received after the specified date and time will be returned unopened. The addendum shall serve to amend, replace and append information provided to potential respondents in the original RFP package. To assist in the development of their responses, interested firms are encouraged to carefully review the information found in this addendum and on any additional enclosed documents. Purpose: 1. To change the budget as stated in 2.2 – Scope of Services. The District anticipates the successful firm will manage a social / digital media budget of $179,600 2. To answer questions received in accordance with this RFP. Questions and Answers Graham Media and Omne 1. Question: The social/digital media budget of $310,000. Is that the base for media spend and the Management fee is additional? Or does the $310,000 include the management fee? Answer: Due to budget reductions following the release of the RFP, the digital media budget is now $179,600 for school advertising. The district campaign budget will be $49,000 for a total Budget of $228,600. That budget includes the management fee. 2. Question: Do you have a list of the 90 schools chose for advertising and promotion? Answer: Due to budget cuts following the release of this RFP, the number of schools being advertised has been lowered to 60 schools. We will share the list of schools with the Awarded vendor. 3. Question: Do you have current analytic data of the DCPS site? Answer: Current analytic data is not available at this time. http://www.duvalschools.org/purchasing http://www.duvalschools.org/purchasing Page 2 of 2 RFP No. 21-22/TW Digital Media Management ADDENDUM NO. 1 Cox Media Group 4. Question: Can you please confirm flight dates of the campaign? Answer: While the plan is not set in stone because we do like to work with our advertising partners to find the right advertising mix, the typical flight dates are as follows: • December 19 – February 24 for individual magnet schools and district enrollment campaign. • November - December for high school acceleration campaign • April 1 - May 31 for individual neighborhood schools. • May - June for the district kindergarten enrollment campaign • July 4 - August 8 for the district summer enrollment campaign 5. Question: Will the entire budget be used across all 90 schools through the entire annual flight? Answer: Due to budget cuts, only 60 schools will get individual advertising campaigns. The budget is for all 60 schools and the district wide campaigns. The total budget for the schools and the district campaigns is now $228,600. 6. Question: Can you provide the list of 90 schools? Answer: There will only be 60 schools. We cannot provide a list at this time. 7. Question: What is the specific geographic target for the schools Answer: It depends on the school. Each school has a specific geographic zone. Magnet school zones can stretch across Duval County, while neighborhood schools have a smaller, more specific zone. a) Question: What is the specific geographic target for Lake Lucina Elementary Answer: Attached is the boundary zone map for all neighborhood elementary schools. You can find Lake Lucina Elementary on this map. Question: What are the digital campaign KPIs - (how will the campaign be determined a success? Impressions, CTR, etc) Answer: Success is ultimately measured by increased enrollment. However, we also measure reach, impressions, and click-through rates. 8. Question: Will partner have ability to place pixel on school and /or DCPS website? Answer: Yes. 9. Question: Will partner be given Google Analytics access? Answer: No. 10. Question: Will traffic be driven to each individual school’s websites and/or DCPS website? Answer: Traffic is driven to each individual school’s website on wehavethat.org. 236 150 45 269 258 48 161 251 221 242 218 270 30 142 51 23068 59 249 94 255 246 70 245 257 239 76 274 225 205 83 64 98 226 222 264 116 106 231 79 247 233 71 80 228/217 232 82 97 235 227 229 202 95 243 65 88 124 72 206 89 169 99 12 46 78 220 214/77 16 85 160 84 87 19 93 203 91 20 37 158 208154 250 209 21 240 262 234 I 10 SR 9A PLUMMER BUCKMAN BU C C AN EER O TIS TERRELL D AM ES PO IN TI 2 95 ICW WONDERWOODIM ES O N I 9 5 SHAD ACREE 5TH BEACH H AR T BL AI R OLD PLANK NORMANDY GARDEN GATE U S 30 1 AIRPORT PE C AN P AR K JO N ES 103RD MORSE HERLONG EASTPO R T O LD K IN G S ZOO YELLO W W ATER M AI N YELLOW BLUFF NEW KING S BEAVER DUVAL HEC KS CHER BU LL S BA Y H AL SE M A LEM TURNER C H AF FE E SH IN D LE R PHILLIPS PO W ERS FAYE LENOX 12TH I 95 I 295 I 95 I 95 I 10 M AI N I 10 SR9A I 295 O TIS U S 30 1 I 9 5 I 10 I 2 95 SR 9A I 95 OTIS I 9 5 I 2 95 M AI N I 9 5 BEAVER BEAVER I 9 5 BU C C AN EER I 10 I 95 I 9 5 JO N ES IM ES O N I 2 95 I 2 95 I 295 GARDEN I 295 NORMANDY I 2 95 I 95 I 295 SR 9A I 295 SR9A I 10 I 295 IM ES O N I 95 BEAVER M AIN BEAVER I 10 I 95 I 9 5 M AI N I 2 95 I 95 I 10 I 10 I 95 I 9 5 SR 9AM AI N HECKSCHER PLUMMER I 295 I 10 I 95 I 295 I 9 5 M AI N I 10 SR9A I 95 SR9A U S 30 1 US 3 01 ACREE SR 9A I 95 ZOO I 95 SR 9A 103RD I 2 95 U S 30 1 I 95 I 295 NORMANDY I 95 I 295 I 295 PHILLIPS I 9 5 U S 30 1 H AR T I 2 95 I 95 M AI N 5TH SR 9A I 9 5 ZOO U S 30 1 HECKSCHER I 9 5 I 95 263 149/128 16 163 18 124 264 87 158 208 μ Date: 9/24/2021 Elementary School Boundary Map DUVAL COUNTY PUBLIC SCHOOLS Elementary Schools 2021 Abess Park ES 263 Alimacani ES 257 Anchor Acad ES 247 Arlington ES 46 Arlington Heights ES 240 Atlantic Beach ES 65 Bartram Springs ES 161 Bayview ES 84 Beauclerc ES 230 Biltmore ES 78 Biscayne ES 269 Brookview ES 206 Carver ES 158 Cedar Hills ES 97 Central Riverside ES 18 Chaffee Trail ES 142 Chets Creek ES 264 Chimney Lakes ES 232 Crown Point ES 245 Crystal Springs ES 226 Dinsmore ES 45 Englewood ES 87 Enterprise LA ES 255 Fishweir ES 20 Ford ES 154 Fort Caroline ES 235 Garden City ES 59 Greenfield ES 222 Greenland Pines ES 249 Gregory Drive ES 243 Hendricks Ave ES 71 Hidden Oaks ES 234 Highlands ES 99 Hogan-Spring Glen ES 64 Holiday Hill ES 209 Hull ES 169 Hyde Grove K-2 214/Hyde Park 3-5 77 Jacksonville Heights ES 229 Jefferson ES 48 Jones ES 236 Kernan Trail ES 231 King Jr ES 220 Kings Trail ES 203 Kite ES 37 Lake Lucina ES 85 Livingston K2 149/Tolbert 3-6 128 Lone Star ES 233 Long Branch ES 106 Loretto ES 30 Love Grove ES 82 Mandarin Oaks ES 258 Mathis ES 91 Mayport ES 227 Merrill Rd K-2 228/Brewer 3-5 217 Morgan ES 21 Neptune Beach ES 246 New Berlin ES 150 Normandy Village ES 221 North Shore ES 70 Northwestern Legends ES 124 Oceanway ES 270 Ortega ES 16 Parkwood Heights ES 208 Payne ES 163 Pearson ES 95 Pickett ES 205 Pine Estates ES 250 Pinedale ES 93 Ramona ES 79 Reynolds Lane ES 202 Robinson ES 262 Sabal Palm ES 239 San Jose ES 83 San Mateo ES 218 San Pablo ES 80 Seabreeze ES 225 Sheffield ES 242 Southside Estates ES 76 Spring Park ES 72 Stockton ES 88 Tillis ES 116 Timucuan ES 98 Twin Lakes Acad ES 251 Upson ES 19 Venetia ES 68 Waterleaf ES 160 West Riverside ES 12 Westview K-8 274 Whitehouse ES 51 Windy Hill ES 94 Woodland Acres ES 89 RFP No. 21-22/TW, Digital Media Management REQUEST FOR PROPOSALS (RFP) RFP NO. 21-22/TW Digital Media Management RFP Release Date: Deadline for Written Questions: Proposals Opened: Committee Evaluation: Presentations: Board Award: July 21, 2022 August 4, 2022, 4:00 p.m. (EDT) August 18, 2022, 2:00 p.m. (EDT) August 26, 2022 September 9, 2022 (if deemed necessary) September or October 2022 DUVAL COUNTY PUBLIC SCHOOLS Purchasing Services Department 1701 Prudential Drive Jacksonville, Florida 32207 Page 1 of 29 RFP No. 21-22/TW, Digital Media Management ATTACHMENT A Duval County Public Schools www.duvalschools.org 1701 Prudential Drive PHONE: (904) 390-2000 Jacksonville, FL 32207-3235 TDD: (904) 390-2898 Purchasing Services PH: (904) 858-4848 1701 Prudential Drive FAX: (904 858-4868 Jacksonville, FL 32207-3235 Request for Proposals (RFP) Required Response Form Digital Media Management RFP No. 21-22/TW This response must be submitted to Duval County Public Schools, Purchasing Services, 1701 Prudential Drive, Jacksonville, FL 32207, no later than 2:00 p.m. EDT on August 18 and plainly marked RFP No. 21-22/TW. Responses are due and will be opened at this time. Responses received after 2:00 p.m. EDT on the date due will not be considered. Anti-Collusion Statement / Public Domain I, 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. I acknowledge that all information contained herein is part of the public domain as defined in the Public Records Act, Chapter 119, F.S. Proposal Certification I hereby certify that I 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, I further certify full, complete, and unconditional 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. A signature is required. http://www.duvalschools.org/ Page 2 of 29 RFP No. 21-22/TW, Digital Media Management ITEMS TO BE RETURNED WITH PROPOSAL: 1. Required Response Form – Attachment A Page 1 of 29 (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) signed original 2. Six (6) USB Flash Drives in .pdf format Proposals to be delivered to: 1701 Prudential Drive Suite 322 Jacksonville, Florida 32207 Page 3 of 29 RFP No. 21-22/TW, Digital Media Management DUVAL COUNTY PUBLIC SCHOOLS RFP: Digital Media Management RFP No. 21-22/TW INDEX 1.0 Introduction 2.0 District Objectives/Scope 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 9.0 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 Permits and Licenses 20.0 Public Entity Crimes 21.0 Assignment of Contract and/or Payment 22.0 Subcontractors 23.0 Agreement 24.0 Dispute (Solicitation or Award) 25.0 Disclaimer 26.0 Office of Economic Opportunity (OEO) Encouragement Page 4 of 29 RFP No. 21-22/TW, Digital Media Management ATTACHMENTS: A. Required Response Form – Page 1 of 29 B. Office of Economic Opportunity Proposed Schedule of Participation C. Cost of Services EXHIBITS: 1. Evaluation Worksheet 2. Composite Federal Forms Page 5 of 29 RFP No. 21-22/TW, Digital Media Management DUVAL COUNTY PUBLIC SCHOOLS RFP: Digital Media Management RFP No. 21-22/TW 1.0 INTRODUCTION: 1.1 Purpose: The purpose and intent of this Request for Proposals (“RFP”) is to seek proposals from interested, available, and qualified firms to provide a full array of digital media management services. An agreement will then be entered for the selected firm (“Contractor”) to provide the described services for Duval County Public Schools (“DCPS” or the “District”). 1.2 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 adoption of policies, which govern the operation 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 nation's 20th largest school district. DCPS currently employs approximately 11,550 fulltime employees. The District serves approximately 110,000 students (the student population changes annually). At 99 elementary schools, 3 grades K-6 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 alternative 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 post-award communications shall be directed to Director of Marketing, Communication. For more information about the District, please visit www.duvalschools.org. 2.0 DISTRICT OBJECTIVES/SCOPE OF SERVICES: 2.1 Objectives: The objective of this RFP is to seek and retain qualified advertising agencies and or digital media management agencies to partner with the District and provide for a full array of digital media management services for the purpose of increasing enrollment in schools. Services should include but are not limited to social media advertising with the ability to geofence and polygon, pre-roll, CTV/OT, search engine marketing, in-page display, mobile device ID mapping, interstitials, email marketing, and other similar digital marketing services to create campaigns for 90 individual http://www.duvalschools.org/ Page 6 of 29 RFP No. 21-22/TW, Digital Media Management schools and the District. Services must also include kick-off meetings with recommendations for campaigns, audience attribution, insights, and optimizations throughout the campaigns as well as wrap-up reports and meetings to confirm effectiveness. The result of these efforts will make parents, stakeholders, and the community aware of the benefits of each individual school with the intent of enrolling their children. 2.2 Scope of Services: Duval County Public Schools has a total of 155 district-managed schools (elementary, middle, and high schools). Ninety of those schools have been chosen for advertising and promotion to parents in Duval County with the intention of driving increased enrollment to each school. Each school has its own brand identity and creative collateral. Creative includes display ads, marketing promotional videos, a marketing web page, and social media creative for use by the agency. The agency selected will develop a plan to ensure each school and district campaigns are reaching their targeted audience through a suggested mix of digital media management services using the creative assets available. The agency will monitor said campaigns and be required to provide reporting to include a real-time reporting dashboard available to the district anytime, weekly campaign reporting summaries, screenshots of ads, and weekly campaign optimization recommendations. Budget: The District anticipates the successful firm will manage a social/digital media budget of $310,000 involving campaigns for 90+ schools and the District. The successful firm will pay all expenses of the campaign costs and the District will reimburse the firm for actual cost (advertising spend) plus a management fee. Agency award of the contract will result from this RFP and will be based on the most responsive vendor whose offer will be the most advantageous to Duval County Public Schools in terms of functionality, creativity, and cost, as well as other factors. Under no circumstances will Duval County Public Schools be responsible for costs and expenses in connection with this RFP including reviewing this RFP and/or submitting a proposal. 2.3 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 Contractor 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). 2.4 Related Services: When DCPS requires related Digital Media Management 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. 2.5 Contract Term: The District shall select a Contractor to provide the Services for the District commencing from date of award through October 31, 2023. The Contract may thereafter be renewed for five (5) additional one Page 7 of 29 RFP No. 21-22/TW, Digital Media Management (1) year periods, on the same terms and conditions, upon the consent and agreement of both parties. 3.0 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 Respondents’ proposal. Ex parte communication, whether verbal or written, by any potential Respondent or representative of any potential Respondent to 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 concerning 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 would not be in the ordinary course of business). 4.0 PREPARATION AND SUBMISSION REQUIREMENTS: 4.1 Proposals not conforming to the instructions provided herein will be subject to disqualification at the sole option of the District. 4.2 All proposals must be received no later than 2:00 p.m. (EDT), on August 18, 2022 Official time for the purpose of RFP opening will be calibrated using: http://www.timeanddate.com/worldclock/results.html?query=jacksonville. If a proposal is transmitted by US Mail or other delivery medium, the Proposers(s) will be responsible 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. 4.3 One signed 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: Digital Media Management" 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 signed original shall be marked as “ORIGINAL”. Once accepted, all original 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 fluid (white out) or any other method of correction are unacceptable. NOTE: 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 the purpose of evaluation of proposals. Any information contained in the original proposal which has not been transferred to the USB Flash Drive or photocopies will NOT be considered. The original document will be used solely for official https://urldefense.proofpoint.com/v2/url?u=http-3A__www.timeanddate.com_worldclock_results.html-3Fquery-3Djacksonville&d=DQMFAg&c=euGZstcaTDllvimEN8b7jXrwqOf-v5A_CdpgnVfiiMM&r=LK24Vt5YsbyRjurOMAuQ5yAEinvr8oN7T9yeMkZrCMo&m=speK1URP25MrTnirmFMtOJA7tppGm628odAFJvXaHxQ&s=KkoIsemYwyfhpbBk-p1An1l32uTVF5XzYeORB7hQldQ&e= Page 8 of 29 RFP No. 21-22/TW, Digital Media Management record keeping purposes. 4.4 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 presented to all potential Proposers by means of a written addendum, if necessary. No verbal or written information which is obtained other than by information in this document or by addendum to this RFP will be binding on the District. Any questions or requests for clarification regarding this RFP shall be submitted to Terrence Wright, Purchasing Services in writing via e-mail at wrightt@duvalschools.org. The deadline for such questions or requests will be 4:00 p.m., EDT on August 4, 2022, unless otherwise extended in writing by the District. Questions or requests for clarification received after the deadline will NOT be addressed. Note that Proposers are requested to submit questions regarding this RFP for the District’s clarification via issued Addenda, instead of Proposer’s taking exceptions to any terms or conditions of this RFP within the submitted proposal. 4.5 Any proposal may be withdrawn prior to the date and time the proposals are due. Any proposal not withdrawn will constitute an irrevocable offer, for a period of one hundred twenty (120) days, to provide the District ample time to award the Contract for the services specified in the proposal and this RFP. Concurrent with the delivery of the Proposer’s proposal, the Proposer shall also irrevocably deliver a completed and properly signed Attachment A. Upon completion of the award process and within three (3) business days of the School Board’s completion of the award process at its duly called meeting the required insurance certificate must be delivered. (see Section 16.0 of this RFP). 5.0 FAMILIARITY WITH DISTRICT AND ADDITIONAL INFORMATION: Proposers should become familiar with any local conditions which may, in any manner, affect the services required. The Proposers(s) is/are required to carefully examine the RFP terms and to become thoroughly familiar with all conditions and requirements that may in any manner affect the work to be performed under the Contract. No additional allowance will be made due to lack of knowledge of these conditions. Submission of a proposal shall constitute acknowledgement by the Proposers that it is familiar with all conditions. The failure to familiarize itself with the sites shall in no way relieve him or her from any obligations with respect to the proposal. 6.0 TIME SCHEDULE: The District will attempt to adhere to the following time schedule: Thursday, July 21, 2022, RFP Release Thursday, August 4, 2022, at 4:00 p.m. (EDT) Deadline for Questions Thursday, August 18, 2022, at 2:00 p.m. (EDT) Proposal Opening Friday, August 26, 2022, Committee Evaluation Friday, September 9, 2022, Presentations (if deemed necessary) September or October Board Award Inquiries regarding the status of a proposal must not be made prior to the posting of award recommendation. The District reserves the right to schedule Mandatory pre-proposal conference(s) as necessary to encourage competition and serve to advance the best interests of the District. 7.0 DISTRICT’S RIGHTS AND RESERVATIONS: A. The District reserves the right to accept or reject any or all proposals. mailto:wrightt@duvalschools.org Page 9 of 29 RFP No. 21-22/TW, Digital Media Management B. The District reserves the right to waive any irregularities and technicalities and may at its sole discretion request clarification or other information to evaluate any or all proposals. C. The District reserves the right, before awarding the Contract, to require Proposers(s) to submit additional evidence of qualifications or any other information the District may deem necessary. D. The District reserves the right, prior to its Board approval, to cancel the RFP or portions thereof, without liability to any Proposers or the District. E. The District reserves the right to: (1) accept the proposals of any or all of the items it deems, at its sole discretion, to be in the best interest of the District; and (2) the District reserves the right to reject any and/or all items proposed. F. The District reserves the right to further negotiate any proposal, including price, with the highest rated Proposer. If an agreement cannot be reached with the highest rated Proposer, the District reserves the right to discontinue negotiations and to negotiate and recommend award to the next highest ranked Proposer or subsequent Proposer(s) until an agreement is reached. G. The District reserves the right to require presentations/interviews with the highest ranked respondents. If presentations/interviews are deemed necessary, the District will notify the affected respondents by email not later than seven business days prior to their respective scheduled presentation/interview. 8.0 PROPOSAL FORMAT AND EVALUATION CRITERIA: To maintain comparability and enhance the review process, it is required that proposals be organized in the manner specified below. Include all information in your proposal. Proposers are encouraged to provide tab separations for each item. Proposals received which do not contain ALL items listed in this section may be considered non-responsive. A. REQUIRED RESPONSE FORM (Attachment A): Submit with all required information completed and all signatures as specified. No points are assigned to this required item. B. OFFICE OF ECONOMIC OPPORTUNITY PROPOSED SCHEDULE OF PARTICIPATION FORM (ATTACHMENT B): Submit with all required information completed and all signatures as specified. No points are assigned to this required item. C. PROJECT UNDERSTANDING: (10 points) These criteria will be used to assign points based on how well the agency’s proposal demonstrates their understanding of the project. The project understanding should discuss issues and challenges for each task and demonstrate alternative ways that would be practical and cost effective. Please submit a preliminary digital media plan and schedule for one school – Lake Lucina Elementary School. Include the following: 1. Audience segments 2. Campaign length 3. Suggested campaign budget Page 10 of 29 RFP No. 21-22/TW, Digital Media Management 4. Suggested mix of digital media advertising strategies 5. Provide an explanation of why you think this plan will be effective for this school. D. PROJECT APPROACH: (10 points) This criterion will be used to assign points based on project approach or methodology. The consultant should be able to explain how they will accomplish each task identified in this RFP. Also, the agency should be able to identify how the overall project objectives are related to the current situation and discuss possible pitfalls with the project. E. QUALIFICATIONS AND EXPERIENCE OF THE FIRM/STAFFING OF PROJECT: (65 points) These criteria will be used to assign points based on company background and qualifications and availability of the project team. It is important to note how a staff member’s expertise is related to the skills or tasks that would be required to provide the best solution and project deliverables. Qualifications and Experience of The Firm 1. Provide a description of the proposer’s services. 2. Provide the year in which your company was formed. 3. Note your company’s history and expertise working with increasing enrollment for schools and/or school districts or other clients they deem comparable. 4. List all education-related clients during the past 12 months. If there may be any conflicts of interests, please include a statement on how you will resolve any potential conflict. 5. Describe three recent and relevant projects in detail that the agency is/was engaged in. Explain the results beyond reach and engagement. Did the company increase sales or lower cost per acquisition, for example? Provide information regarding your analytics analysis and provide a sample analytic report. Staffing and Capabilities 1. Identify those individuals on the proposer’s account team who will manage the contract work. Identify specific individuals who will be conducting the day-to-day activities. Identify all personnel assigned to this account by position title. Include a description of the duties of each position title. 2. Note who will be the contract manager and primary contact. 3. For all individuals, please document overall experience on education accounts and include current resumes and/or biographies. Provide education, experience and expertise with pertinent information demonstrating qualifications for this RFP. 4. Partnerships, Joint Collaborations or Subcontractors: Partnerships or joint collaborations between companies are allowed. Please identify partner firms, their individual staff members and their roles. Document which portions of the service will be performed by each firm. If the firm is using subcontractors, please identify all proposed subcontractors and document which portions of service will be performed by subcontractors and their ability to perform the work. Include current resumes and/or biographies. Page 11 of 29 RFP No. 21-22/TW, Digital Media Management F. BEST VALUE/COST EFFECTIVENESS: (15 points) This criterion will be used to assign points based on the cost-effectiveness of the proposal. The scoring will be based on the combination of cost and value. Please provide your expected compensation for managing the district’s total $310,000 social/digital media advertising budget including campaigns for 90 individual schools and the District. Please complete Attachment C and return with proposal. Interviews: Only those Proposers selected by the Committee to provide presentations/interviews will be eligible for points in this category, and the points awarded by the Committee will be in addition to points assigned in all other Evaluation Criteria. Once the Committee prepares a subtotal of the scores for the Evaluation Criteria in section 8.0 above, the Committee will determine if presentations/interviews are necessary with the top ranked firms. The Committee will decide, in its sole and absolute discretion, the number of top ranked firms to interview. The Proposers selected for the interviews under this section shall be notified in writing and shall be prepared to make its presentation to the Committee according to the schedule in section 6.0 above. The Committee will determine a uniform set of parameters and information to be presented by the Proposer’s that are selected. The Committee will also determine the number of points to be established for this category. 9.0 PROPOSAL EVALUATION PROCESS: Proposals are received and publicly opened. Only names of Proposers are read at this time. An Evaluation Committee will convene, review, and evaluate all proposals submitted based on the factors set forth in the RFP. The Proposer’s complete response will be reviewed and evaluated by the Evaluation Committee. The Evaluation Committee reserves the right to interview any or all Proposers and to require a formal presentation with the key people who will administer and be assigned to work on the contract before recommendation of award. All proposals will be evaluated in accordance with the evaluation criteria specified in this document. Information derived by investigation and overall due diligence of District staff will be considered. Based on the proposals received, the District may elect to proceed based on any of the following options, but will not necessarily be limited only to these options: (1) Award to the best initial proposal without any further discussion or negotiation; (2) Negotiate with the highest ranked Proposer; or (3) Allow the top ranked Proposers make oral presentations. Proposers are advised to provide their respective best offer with the initial proposal because the District reserves the right to award a Contract based on initial proposals without further discussion or negotiation. The proposal most advantageous to the District in its sole discretion will be selected. The District reserves the right to negotiate revisions to or removal of unacceptable clauses or restrictions incorporated within an otherwise acceptable proposal. In the event that a mutually acceptable contract between the District and the selected Proposers cannot be successfully negotiated and executed, then the District reserves the right to discontinue negotiations with such Proposers and to negotiate and execute a Contract with the next-ranked Proposers. Note section 4.4 above, where Page 12 of 29 RFP No. 21-22/TW, Digital Media Management Proposers are requested to submit questions during the addendum process instead of taking exceptions within the proposal to the terms and conditions in this RFP. The District reserves all rights, in its sole discretion, not to issue an award to any Proposers, to cancel this RFP at any time, to reissue this RFP for any reason, or a combination of any or all of the above. The District will not be liable to any Proposer for any costs incurred in connection with this RFP as a result of any of the above stated actions taken by the District. A recommendation agenda item will be submitted to the Superintendent of Schools, Duval County, Florida. The Superintendent will then recommend to the School Board the award or rejection of any and/or all proposal(s). The School Board will then award or reject any or all proposal(s). 10.0 PERSONNEL: 10.1 The Administrator represents and warrants that its performance of the Services shall be rendered with promptness and diligence and shall be executed in a workman-like manner, in accordance with the practices and high professional standards used in a well-managed operation performing services similar to the Services. The Administrator represents and warrants it will use an adequate number of qualified individuals with suitable training, education, experience, and skill necessary to perform the Services and the Administrator represents and warrants it will perform the Services in an efficient and cost-effective manner. 10.2 The Administrator agrees and represents that all of the Services required hereunder shall be performed by the Administrator as identified in the Proposal. 10.3 All the personnel assigned by the Administrator and any subcontractor shall be authorized under state and local laws to perform such Services, whether by appropriate license, registration, certification, or other authorization as may be applicable. 10.4 All management personnel to be assigned to the District Contract shall require prior written approval by the District. Replacement personnel must have, at a minimum, credentials equivalent to the individuals whom they replace. Resumes’ of replacement management personnel may be required to be submitted to the District for review. The District reserves the right to interview replacement management personnel prior to approval. The successful Administrator shall provide any and all necessary training for management and staff employed under the terms of the Contract with the District. 10.5 Additionally, the Administrator agrees that it will remove (within a mutually agreed upon period of time) from assignment under the Contract any individual in its employ, if, after the matter has been reviewed jointly by the District and the Administrator, the District requests such action in writing. Any such removal shall not necessarily reflect on the capabilities or competence of the individual so removed. Nothing herein shall affect the status or responsibilities of the Administrator as an independent Administrator solely responsible for the method, manner and means chosen by it to perform hereunder. 11.0 CANCELLATION OF AWARD/TERMINATION: 11.1 Cause: In the event the Contractor, either willfully or unintentionally violates any of the provisions of the Contract, the Superintendent or designee shall give written notice stating the deficiencies. The Contractor shall provide to the District its action plan within two (2) business days after the District’s notification, and the Contractor shall have ten (10) business days after the District’s initial notice to complete the cure set forth in its action plan. Page 13 of 29 RFP No. 21-22/TW, Digital Media Management 11.2 Convenience: The District reserves the right to terminate any contract resulting from this RFP, at any time and for any reason, upon giving no less than sixty (60) calendar days prior written notice. If said Contract should be terminated for convenience as provided herein, the District shall be relieved of all obligations under said Contract. Access to any and all work papers will be provided to the District after the termination of the Contract. The parties understand and agree that the Contractor shall in no event have the reciprocal right to terminate the Contract; it being understood that the District’s payments to the Contractor forms the consideration for the District’s termination for convenience not being available to Contractor. In the event of the District’s termination of the Contract, the District (in its sole election) may also require the Contractor to provide the transition assistance as set forth in Section 11.6 of this RFP. 11.3 Breach of contract resulting in termination of the Contractor for cause may result in the Contractor being debarred from future solicitations pursuant to School Board Policy 7.70. 11.4 FORCE MAJEURE: Whenever the Contractor’s place of business, mode of delivery or source of supply has been disrupted by acts of government, God, civic commotion, or war, it shall be the responsibility of the Contractor to promptly send written notice to the District’s Director of Purchasing Services, as to the extent of this disruption and its probable effect upon this Contract. If, in the opinion of the District, the disruption presented is commensurate with the conditions established herein, the District may elect to modify delivery/service timelines, renegotiate the Contract in whole or in part, or cancel all or any portion of the Contract. The Contractor will be given written notification of all decisions made. The decision of the District shall be final, and the District’s objective will be a solution that is mutually beneficial. 11.5 Notwithstanding anything to the contrary herein, each payment obligation of the District created by the Contract is conditioned upon the availability of funds that are appropriated or allocated for the payment of services. If such funds are not allocated and available, the Contract 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. 11.6 In order to provide transition assistance to the District in the event that the Contract is terminated or expires, the Contractor agrees that the District may provide written notice to the Contractor retaining the Contractor for a mutually agreed upon period of time (at a minimum of one calendar month, plus five (5) additional calendar months on a month-by-month basis at the District’s sole and unilateral election) on the same terms and conditions set forth in the Contract (the “Transition Assistance”). The provisions of this section will not apply if the Contract is terminated by the Contractor based on an uncured event of default by the District. 12.0 DEFAULT: In the event that the Contractor breaches the Contract, the District reserves the right to seek any and all remedies in law and/or in equity. 13.0 LEGAL REQUIREMENTS: 13.1 It shall be the responsibility of the Contractor to be knowledgeable of and adhere to the requirements of any Federal, State, County and local laws and ordinances, rules and regulations that in any manner affect the items covered herein which may apply. Lack of knowledge by the Contractor shall in no Page 14 of 29 RFP No. 21-22/TW, Digital Media Management way be a cause for relief from responsibility. Upon award, 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, and which are attached as composite Exhibit 2: (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. 13.2 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 person’s actual or perceived identity with regard to race, 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 laws, or any other distinguishing physical or personality characteristics. Contractor further covenants that no otherwise qualified individuals 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 laws, or any other distinguishing physical or personality characteristics, be denied the benefits of, or being subjected to discrimination, or be denied access and services, under any provision of the Agreement. 13.3 Respondents affirm by submitting their proposals that they are equal opportunity and affirmative action employers and shall comply with all applicable federal, state and local laws and regulations including, but not limited to: Executive Order 11246 as amended by 11375 and 12086; 12138; 11625; 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 1967; Immigration Reform and Control Act of 1986; Public Law 95-507; the Americans with Disabilities Act; 41 CFR Part 60 and any additions or amendments thereto. 13.4 JESSICA LUNSFORD ACT: The Contractor shall comply with and be responsible for all costs associated with the Jessica Lunsford Act, which became effective on September 1, 2005 (if applicable). The Act states that contractual personnel who are permitted access to school grounds when students are present or who have direct contact with students must meet Level 2 requirements as described in Sections 1012.32, 1012.465 and 1012.467 Florida Statutes and any other applicable Section(s). In 2013, the Florida Legislature amended Section 1012.467 F.S. to create a requirement for a uniform, statewide identification badge to be worn at all times by non-instructional Contractors when on school grounds. The cost of the badge may not exceed ten dollars ($10.00) per badge, per employee. After the implementation of the initial badge, Contractors shall replace the badges concurrently with the re-fingerprinting of employees. The associated cost of the uniform, statewide badge shall be the responsibility of the Contractor. The Contractor shall report any arrest for a disqualifying offense within forty-eight (48) hours of the arrest. Failure of the Contractor / Contractor’s employee to report an arrest for any disqualifying offense within 48 hours is a felony of the third degree punishable as provided in Section 775.082 or Section 775.083 F.S 13.5 Other Legal Requirements. All the personnel assigned by the Contractor and any subcontractor shall be authorized under state and local laws to perform such Services, whether by appropriate license, registration, certification, or other authorization. 13.6 Representations and Warranties. Page 15 of 29 RFP No. 21-22/TW, Digital Media Management 13.6.1 The Contractor warrants that it is a duly formed business entity duly organized and existing in good standing under the laws of the State of its formation and is entitled and shall remain licensed to carry on its business as required for its performance pursuant to the Contract in the State of Florida. The Contractor agrees that it will comply with all rules and regulations of governmental bodies governing its performance under this RFP and the resulting Contract whether or not such specified in the Contract and Exhibits. The Contractor further warrants that the execution and delivery of the Contract and the terms and conditions herein have been duly authorized by proper corporate and/or partnership action (as the case may be). 13.6.2 The Contractor shall comply with all applicable federal, state, and local laws, ordinances, rules, and regulations pertaining to the performance of the Services and all matters pertaining to the Contract, as the same exist and as they may be amended from time to time. 13.6.3 Each Party agrees to continue performing its obligations under the Contract while any dispute is being resolved (except to the extent the issue in dispute precludes performance); provided, however, that any dispute over payment shall not be deemed to preclude performance. 13.6.4 Each Party agrees that, in its respective dealings with the other Party under or in connection with the Contract, it shall act in good faith. 13.6.5 Neither Party shall use the name or marks of the other without its express written permission, which may be withdrawn at any time. 13.7 Miscellaneous. The Contract to be awarded pursuant to this RFP shall be further governed by the following: 13.7.1 This RFP and any Contract resulting therefrom shall be interpreted and enforced in accordance with the laws of Florida and it shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. Venue for any action arising out of the Contract shall lie exclusively in the jurisdictional courts in and for Duval County, Florida. 13.7.2 The Contract shall not be construed more strongly against any party regardless of who was more responsible for its preparation. 13.7.3 Except for the provisions requiring Contractor to pay the District’s reasonable attorneys’ fees and costs for any matter arising under Section 17 of the RFP (which shall control), in the event of any other conflict arising from the Contract, each party shall pay its own attorneys’ fees and costs. 13.7.4 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, a clause of 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. 13.7.5 Nothing herein shall be deemed that the District alters, limits, waives, or expands the provisions and limitations of section 768.28, Florida Statutes. Except as otherwise provided by Florida Law, neither the execution of the Contract by the District nor any other conduct, action or inaction of any District representative relating to the Contract is a waiver of sovereign immunity by the District. 13.7.6 The Contract may not be amended or supplemented in any way except in writing, dated and signed by authorized representatives of both parties. 13.7.7 The Article and Section headings and the table of contents used herein are for reference and convenience only and shall not enter into the interpretation hereof. Page 16 of 29 RFP No. 21-22/TW, Digital Media Management 13.7.8 The Contractor is, and shall at all times be, an independent contractor under the Contract and not an agent of the District. Nothing in the Contract nor any actions taken by or arrangements entered into between the Parties in accordance with the provisions of the Contract shall be construed as or deemed to create as to the Parties any partnership or joint venture. Neither Party shall have any authority to bind or commit the other Party contractually or otherwise to any obligations whatsoever to third parties. 13.7.9 The Contract is entered into solely between, and may be enforced only by, the District and the Contractor, and the Contract shall not be deemed to create any rights in third parties, including suppliers and customers of a Party, or employees of either Party, or to create any obligations of a Party to any such third parties. 13.7.10 Except where expressly provided as being in the discretion of a Party, where agreement, approval, acceptance, consent, or similar action by either Party is required under the Contract, such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party under the Contract shall not relieve the other Party from responsibility for complying with the requirements of the Contract, nor shall it be construed as a waiver of any rights under the Contract, except as and to the extent otherwise expressly provided in such approval or consent. 13.7.11 The provisions in this RFP and all contract documents, which by their nature are intended to survive the expiration, cancellation or termination of the Contract, including, by way of example only, the Indemnification, Insurance, and Confidentiality provisions, shall survive the expiration, cancellation or termination of the Contract. 13.7.12 All media releases, public announcements, and public disclosures by either Party relating to the Contract or the subject matter of the Contract, including promotional or marketing material, shall be coordinated with and approved by the other Party prior to release. Contractor shall not host or stage events at District locations without receiving prior approval by the District contract administrator. 13.7.13 Time shall be of the essence as to all provisions of the Contract. If any date of significance hereunder falls upon a Saturday, Sunday, or legal holiday, such date shall be deemed moved forward to the next day which is not a Saturday, Sunday or legal holiday. Saturdays, Sundays and legal holidays shall not be considered business or working days. 13.7.14 Every notice, approval, consent or other communication authorized or required by the Contract awarded pursuant to this RFP 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 directed to the Contractor as established promptly after the award of the Contract pursuant to this RFP. Either party may change the address by written notice to the other party from time to time in accordance herewith: If to District: With copy to: School Board of Duval County, Florida Office of General Counsel 1701 Prudential Drive 1701 Prudential Drive Jacksonville, Florida 32207 Jacksonville, FL 32207 Phone: (904) 390-2628 Phone: (904) 390-2302 Attn: Director of Marketing and Communications 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. Once so designated, each party’s representative shall coordinate communications and processes as needed for the purposes of conducting the services set forth in the Contract, as well Page 17 of 29 RFP No. 21-22/TW, Digital Media Management 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. 13.7.15 Gratuities and Kickbacks Any employee or any official of the District, elective or appointive, who shall take, receive, or offer to take or receive, either directly or indirectly, any rebate, percentage of contract, money or other things of value, as an inducement or intended inducement, in the procurement of business, or the giving of business, for, or to, or from, any person, partnership, firm or corporation, offering, proposing for, or in the open market seeking to make sales to the District, shall be deemed guilty of a felony and upon conviction such persons shall be punished to the full extent of the law. Every person, firm, or corporation offering to make, or pay, or give, any rebate, percentage of contract, money, or other things of value, as an inducement or intended inducement, in the procurement of business, or the giving of business, to any employee or official of the District, elective or appointive, in his efforts to proposal for, offer for sale, or to seek in the open market to make sales to the District, shall be deemed guilty of a felony and upon conviction such persons shall be punished to the full extent of the law. 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 Contract, and that it has not paid or agreed to pay any person, company, corporation, individual or 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 Contract. 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 Contract. For the breach or violation of these provisions, the District shall have the right to terminate the Contract 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. 13.7.16 In the event of any conflict among the documents, the order of priority of the contract documents shall be as follows: First, to any executed Contract resulting from the award of this RFP; Second, Addenda (if any) released for this RFP, with the latest Addendum taking precedence; Third, the RFP, and Last, the awardee’s Proposal. 13.7.17 The 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. No payment shall be made for travel. Each payment obligation of the District created by the 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, the 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 Page 18 of 29 RFP No. 21-22/TW, Digital Media Management 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. 13.7.18 Employment Eligibility Pursuant to the provisions of Section 448.095, Florida Statues, the parties agree to the following: for purpose of this section, the term “contract” includes this Agreement and any contract between the Contractor and any of Contractor’s subcontractor(s): 1. Beginning January 1, 2021, the District, the contractor, and any of the Contractor’s subcontractor(s) shall register with the use of E-Verify system to verify the work authorization status of all newly hired employees. The district, the Contractor and the Contractor’s subcontractor(s) may not enter into a contract unless each party to the contract registers with and uses the E-Verify system. 2. If the Contractor enters into a contract with a subcontractor, the subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. a. The Contractor shall maintain a copy of such affidavit for the duration of the contract. b. 1) The District, the Contractor, or any of the Contractor’s subcontractors who has a good faith belief that a person or entity with which it is contracting has knowingly violated s.448.09(1), Florida Statutes, shall terminate the contract with the person or entity. 2) If the District has a good faith belief that a subcontractor knowingly violated this subsection, but the contractor otherwise complied with this subsection, then the District shall promptly notify the Contractor and order the Contractor to immediately terminate the contract with the subcontractor. 3) A contract terminated under subparagraph 1. Or subparagraph 2. Is not a breach of contract and may not be considered as such. 3. The District, Contractor, or any of Contractor’s subcontractor(s) may file an action with a circuit or county court to challenge a termination under paragraph (3) no later than 20 calendar days after the date on which the contract was terminated. 4. If the District terminates the agreement with Contractor under paragraph (3), the Contractor may not be awarded a public contract for at least 1 year after the date on which the Agreement was terminated. 5. The Contractor is liable for any additional costs incurred by the district as a result of the termination of the contract. 14.0 FEDERAL AND STATE TAX: Employment taxes: The Contractor shall comply with all matters relating to the timely payment of all taxes (Federal, State and local) and payroll taxes, unemployment taxes or contributions or other Federal or State employment taxes. The Contractor shall indemnify, defend, and hold District harmless from any liability for any required tax responsibilities. Tangible taxes: The District is exempt from Federal and State taxes for tangible personal property. The Contractor’s doing business with the District shall not exempt Contractor from paying sales tax to its suppliers for materials to fulfill contractual obligations with the District, nor shall Contractor be authorized to use the District's Tax Exemption Number in securing such materials. Page 19 of 29 RFP No. 21-22/TW, Digital Media Management 15.0 CONFLICT OF INTEREST: 15.1 Pursuant to the District’s Policy, all proposers 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 proposer or contractor in any capacity related to procurement of services under this RFP, and who within the last two (2) years, have been or are employees of the District. And all proposers 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’s 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 they held those positions. By its signature of the Agreement, the Contractor shall certify to the District that there are no names to disclose to the District pursuant to this section, unless Contractor provided the names when Contractor Submitted its response to the RFP. 15.2 Non-Collusion Statement / Public Domain I, the Proposer, attests that I have not divulged, discussed, or compared this proposal with any other Proposers and have not colluded with any other Proposers in the preparation of this proposal in order to gain an unfair advantage in the award of this proposal. All information contained herein is part of the public domain as defined in the Public Records Act, Chapter 119, Florida Statutes. 16.0 INSURANCE REQUIREMENTS: A. Without limiting any of the other obligations or liabilities of the vendor/contractor, the vendor/contractor shall, at its 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 this Agreement by the District and shall be maintained in force throughout the term of this Agreement. 1. Workers’ Compensation/Employers Liability: The Workers’ Compensation and Employers’ Liability insurance provided by the vendor/contractor shall conform to the requirements set forth herein. a. The vendor/contractor insurance, or self-insurance, shall cover the vendor/contractor (and to the extent its Subcontractors and Sub- subcontractors are not otherwise insured, its Subcontractors and Sub- subcontractors) 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 by the National Council on Compensation Insurance (NCCI), without any restrictive endorsements other than the Florida Employers Liability Coverage Endorsement (NCCI Form WC 09 03), those which are required by the State of Florida, 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 shall be included for the Federal Employers’ Liability Act and any other applicable federal or state law. b. The policy must be endorsed to waive, or for self-insurance the Contractor hereby agrees to waive, the insurer’s right to subrogate against the District, and its members, officials, officers and employees in the manner which Page 20 of 29 RFP No. 21-22/TW, Digital Media Management 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 minimum amount of coverage for those coverage’s 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 vendor/contractor may be relived of providing Workers’ Compensation coverage provided an exemption form is submitted from the State of Florida Division of Workers Compensation stating the vendor/contractor is exempt from the insurance requirement under F.S. 440. 2. Commercial General Liability. The Commercial General Liability insurance provided by the vendor/contractor shall conform to the requirements hereinafter set forth: a. The vendor/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 of Florida by the Insurance Services Office (ISO) without any restrictive endorsements other than those which are required by the State of Florida, 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 this 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 minimum limits to be maintained by the vendor/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 Page 21 of 29 RFP No. 21-22/TW, Digital Media Management c. The vendor/contractor shall include the School Board of Duval County, Florida, and its members, officials, officers and employees as “additional insured’s” on the Commercial General Liability coverage. The coverage afforded such additional insured’s shall be no more restrictive than that which would be afforded by adding the School Board of Duval County, Florida, and its members, officials, officers and employees as additional insured’s 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 of Florida by the Insurance Services Office. d. The vendor/contractor shall pay on behalf of the School Board of Duval County, Florida, or its member, official, officer or employee any such deductible or self-insured retention applicable to a claim against the School Board of Duval County, Florida, or its member, official, officer or employee for which the School Board of Duval County, Florida or its member, official, officer or employee is insured as an additional insured. 3. Business Auto Liability. The automobile liability insurance provided by the vendor/contractor shall conform to the requirements hereinafter set forth: a. The vendor/contractor’s insurance shall cover the vendor/contractor for those sources of liability which would be covered by Section II of the latest occurrence edition of the standard Business Auto Coverage Form (ISO Form CA 00 01) as filed for use in the State of Florida by ISO without any restrictive endorsements other than those which are required by the State of Florida, 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 this Agreement. b. The School Board of Duval County, Florida, and its members, officials, officers and employees shall be included as “additional insured’s” in a manner no more restrictive than that which would be afforded by designating the School Board of Duval County, Florida, and its members, officials, officers and employees as additional insured on the latest edition of the ISO Designated Insured (ISO Form CA 20 48) endorsement. c. The minimum limits to be maintained by the vendor/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 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 this Agreement by the District and shall be maintained in force throughout the term of this Agreement. The vendor/contractor shall provide evidence of such insurance in the following manner: 1. As evidence of compliance with the required Workers’ Compensation and Employer’s Liability, Commercial General Liability, Business Auto Liability, and Professional Liability, the vendor/contractor shall furnish the District with a fully Page 22 of 29 RFP No. 21-22/TW, Digital Media Management completed satisfactory Certificate of Insurance such as a standard ACORD Certificate of Liability Insurance (ACORD Form 25) 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’ Compensation/Employer’s Liability contains a waiver of subrogation in favor of the School Board of Duval County, Florida, identify this Agreement, and provide that the underwriter shall endeavor 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 vendor/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 School Board of Duval County, Florida and its members, officials, officers and employees as Additional Insured’s in the Commercial General Liability coverage. b. An original copy of the policy (or policies) upon reasonable request by the District. 3. Until such time as the insurance is no longer required to be maintained by the vendor/contractor as set forth in this Agreement, the vendor/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 vendor/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 vendor/contractor may redact or omit those provisions of the policy or policies which are not relevant to the insurance required under this Agreement. C. INSURERS QUALIFICATIONS/REQUIREMENTS: 1. Insurers providing the insurance required by this Agreement for the vendor/contractor must either be: a. Authorized by a subsisting certificate of authority issued by the State of Florida to transact insurance in the State of Florida, or b. An eligible surplus lines insurer under Florida 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. Page 23 of 29 RFP No. 21-22/TW, Digital Media Management 3. If, during the period when an insurer is providing the insurance required by this Agreement, an insurer shall fail to comply with the foregoing minimum requirements, as soon as the vendor/contractor has knowledge of any such failure; the vendor/contractor shall immediately notify the District and immediately replace the insurance provided by the insurer with an insurer meeting these requirements. Until the vendor/contractor has replaced the unacceptable insurer with an insurer acceptable to the District, the vendor/contractor shall be in default of this Agreement. 4. Primary and Non-Contributory. The insurance provided by the vendor/contractor pursuant to this Agreement shall apply on a primary basis to, and shall not require contribution from, any other insurance or self-insurance maintained by the School Board of Duval County, Florida, and its member, official, officer or employee. 5. Additional Remedy. Compliance with the insurance requirements of this Agreement shall not limit the liability of the vendor/contractor or its Subcontractors or Sub-subcontractors, employees or agents to the District or others. Any remedy provided to the School Board of Duval County, Florida, or its members, officials, officers or employees by the insurance shall be in addition to and not in lieu of any other remedy available under this Agreement or otherwise. D. District Approval: Neither approval by the District nor failure to disapprove the insurance furnished by the vendor/contractor shall relieve the vendor/contractor of the vendor/contractor’s full responsibility to provide the insurance as required by this agreement. 17.0 INDEMNIFICATION / HOLD HARMLESS AGREEMENT: 17.1 The Contractor shall, in addition to any other obligation to indemnify the School Board of Duval County, Florida, and to the fullest extent permitted by law, protect, defend, indemnify and hold harmless the District, its agents, officers, elected officials, employees and volunteers from and against all claims, actions, liabilities, losses (including economic losses), and costs arising out of any actual or alleged bodily injury, sickness, disease or death, or injury to or destruction of tangible property including the loss of use resulting from, or any other damage or loss arising out of, or claimed to have resulted in whole or in part from any actual or alleged act or omission of the Contractor, subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable in the performance of the work; or violation of law, statute, ordinance, governmental administration order, rule or regulation by the Contractor in the performance of the work; or liens, claims or actions made by the Contractor or any subcontractor or other party performing the work. 17.2 Contractor represents that it has all intellectual property rights necessary to enter into and perform its obligations in the Agreement. Contractor will indemnify and