Digital Media Management

AGREEMENT BETWEEN SCHOOL BOARD OF DUVAL COUNTY, FLORIDA AND BESON 4, INC. . This agreement is between The School Board of Duval County, Florida, a body politic and corporate ("District") and Beson 4, 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 WHEREAS, in April 2021, the District issued RFP No. 23-21/TW for Digital Media Management (the RFP), incorporated herein by reference (including attachment, exhibits, and any Addenda), and in May 2021, Beson 4 emerged as the successful proposer; and WHEREAS, 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 WHEREAS, if there is any

conflict or contradiction between the Agreement, RFP, or Scope of Work, the Agreement 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 and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows. 1. Incorporation of Recitals. The parties hereto acknowledge and agree that the recitals set forth above are true and correct and are incorporated herein by this reference. 2. Term. The term of this Agreement is September 30, 2021 to September 30, 2022 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 $167.000.00 for services provided in accordance with the RFP and Scope of Work (scope of work is attached hereto as Exhibit A). 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 be 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. 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 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 Agreement ts Indemnification for Copyright Infringement. Contractor shall defend, indemnify and hold the District and its successors and assigns harmless from and against all third-party claims, suits and proceedings and any and all damages, liabilities, costs and expenses (including reasonable attorneys fees and court costs) incurred as a result of (i) infringement by Contractor of any third- party patent, copyright or trademark or (ii) misappropriation by Contractor of any third-party trade secret in connection with any of the foregoing. 8. Intellectual Property Rights - Use. Contractor represents that it has all intellectual property rights necessary to enter into and perform its obligations in the Agreement. Contractor will indemnify and hold harmless the District from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, service marked, trademarked, patented or unpatented invention, process, article or work manufactured or used in the performance of the Agreement, including its use by the District. If Contractor uses any design, device, materials or works covered by letters, service mark, trademark, patent, copyright or any other intellectual property right, it is mutually agreed and understood without exception that the proposal prices will include all royalties or costs arising from the use of such design, device or materials in any way involved in the work. 9. 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. 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. [Signature page of 2021-2022 Agreement between DCSB and BESON 4, INC] IN WITNESS WHEREOF the undersigned have executed this Agreement as noted below. Attest: Dr. Diata Greene, Superintendent of Schools and Ex-Officio Secretary to the Board eth Andersen, Chairman Form Approved: Approved by Board on October 5, 2021 gy. U4 Office of General Counsel EXHIBIT A SCOPE OF WORK PROPOSAL Bacon 13500 Sutton Park Drive Soutn Suite 105 vackconvibe, FL 32224 TEL 804-092-9945 Duvat County Pupse Schoo!s 1701 Prudential Drive Jacksonville, FL. 32207 Dste: August 18, 2021 Tithe: Digna! Meca Managsment Proposal #: 3420 Prepared By: Au Bescon Job Description: Bason4 wal cetup and manage the Gigits! marketing efforts for DCPS to nap Ml arive brand awarenocs and increasa enrotmant at soy (60) pubtic schools that the client spacifies. Our cigita! media managsment includes project management work, chant communications, 25 wel ss tha Googie Ads and Social Mecia Ads campaign management work. Scops of Work: 60 schools and possible cistrict campaigns: individua! campaigns should inctuca an appropriats mix of social media acs, Cigttsi mecis, search engine marketing and retargeting. Cuctom sudienea bullcing for each school or district campaign inctucing soci! media Segmentation, neignbor-000 Qeotargeting within radius surrounding schoo!s, mobils IP adarecs mapping and physical scdress mapping of strategic soeations such a5 compatnors loestions and home scdresses of parent segmants (provided by e-strict). Develop high performing search sd campaigns and implement display ods (as provicsd by crective team), Manage and optimize the Googie Ads & Facsbook Acs campaigns, Including but not limitsd to removing uncerpecforming soc/keyworts, testing new acc/keyworts, sdcing negative keywores, and landing page optimzation recommancations to improve ad peciormancs. impiement cvice IP blocking to ensure client and Becon4 staff visits are net calculated within tracking Managsment snd eptimzaton of tne advertising spends per school. Individual school ad budgets cannot exceed $2,500. - Provide ths cient full secess ashpoard for real-tme 2.4/7 review of ne campaigns. Provide moninly reporting while campaigns are running, including valuable campaign metries and results, 25 well a5 3 summary of optimizations and insights we have from the pravious montn. Provige pre and post campagn reporting matics Virno-up repent sfter major campaigns (j.8. magnet season enrolment) Bacons wa pay all expanses of Ine campaign costs and tne schoo! district will remburse the firm for tne cost of the Ac Spend pius Ihe Management Fea. Proposed Cost Approscn: Tota Campaign Buagst for 60 Scnoos = $167,000 ~ Ad Buaget = $119,000 (recommeancad $1,500 to $2,000 per schoci) - Bacon. Management Fee = $18,000 (1500 por @ 60 cenoals) Date: August 18, 2021 Tite: Digtal Meca Management Proposal #: 3420 PROPOSAL Beson4 13500 Sutton Park Drive Soutn Suits 105 Jackconvie, FL 32224 TEL 904-902-9045 Scope Of Work Cost Agency Services $167,000.00 PPC Management Digital acverticing managsment for 12-month contract $28,000.00 Ad Bucgst Ad cpenc on Google, Facepook, stc. $119,000.00 Tost $167,000.00 no October 5, 2021, Regular Board Meeting Title 21. DIGITAL MEDIA SERVICES: CONTRACT AWARD Recommendation That the Duval County School Board approve the Digital Media Services Contract with Beson4 as the top-ranked proposer, RFP 23-21/TW, in an amount not to exceed $167,000. 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 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. Beson4 was the successful proposer in RFP 23-21/TW, Digital Media Services. Under this contract, Beson4 will collaborate with the district to place and manage digital marketing campaigns for 60 schools across the district including neighborhood schools and magnets. 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 2021 the district has developed and implemented campaigns for about 40 schools with other vendors under previous solicitations. Each campaign is different in size and scope. These campaigns tend to generate exceptional awareness and action as measured by reach, frequency and click through. Expected Outcomes Award and successful performance of this new contract with 60 school campaigns will generate broad target market awareness as measured through reach, frequency, and click through behavior. Strategic Plan Goals and Principles DCPS will provide a culture and climate that improves academic, social, and emotional development. Financial Impact The not-to-exceed expenditure for this contract is $167,000 and includes campaign management fees and social/digital media costs. Fund RC Function Object 10000 3195 7700 390 General Television Services Central Services Other Purchased Services Contact Tracy Pierce, Chief of Marketing and Public Relations, 904-390-2993 Attachments 1. AGREEMENT BETWEEN SCHOOL BOARD OF DUVAL COUNTY, FLORIDA AND BESON 4, Page 1 of 3 RFP No. 23-21/TW Digital Media Management ADDENDUM NO. 1 ADDENDUM NO. 1 www.duvalschools.org/purchasing Issue Date: April 23, 2021 Phone: 904-858-4859 Buyer: Terrence Wright Bid Number: RFQ No. 23-21/TW Bid Title: Digital Media Management Opening: Thursday, May 6, 2021, 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 answer questions received in accordance with this RFP. Questions and Answers BESON4 1. Question: What are the challenges that DCPS has been dealing with that ultimately led to the need for the rebranding initiatives and enrollment campaigns? Would we be combating private school choice or something else? Answer: Yes. The district-managed schools have lost enrollment over the last 3-4 years. Our com- petition includes private schools, home schools (aside from our own) and charter schools. 2. Question: Are you expecting your enrollment ad campaigns to run during a specific window-of-time, or year-round during the12-month contract period? Answer: Currently we run magnet school campaigns October-February. We run neighborhood school campaigns March-June. This could change depending on marketing analytics and strategy changes. 3. Question: How often do you expect marketing emails to be sent out? Answer: We have yet to use email marketing campaigns and would want recommendations from the agency. eile re http://www.duvalschools.org/purchasing http://www.duvalschools.org/purchasing Page 2 of 3 RFP No. 23-21/TW Digital Media Management ADDENDUM NO. 1 4. Question: By what KPIs will you judge the effectiveness of the digital campaigns? Answer: We typically measure engagement with reach, impressions and recall for brand awareness campaigns. Conversion campaigns are measured with reach, impressions and click- throughs. We also measure engagement through calls and completion of enrollment forms (tracking through What Converts). Ultimately, we measure how many applications were from one year to the next. MSS Media, Inc. 5. Question: Do you use a CRM, if so which one? Answer: We do not use a CRM. 6. Question: Is your budget allotment per school flexible across schools? Answer: Our budget is not flexible across schools. 7. Question: What are the payment terms? Answer: We pay on a net-30 day schedule. 8. Question: What is the desired cadence of client partner meetings, whether virtual or in person? Answer: Client meetings can be virtual and can be determined after award. 9. Question: Do you have specific enrollment goals for each of the 60 schools? Answer: We do not have specific enrollment goals for each school at this time. 10. Question: What are the KPIs? Answer: KPIs can include but are not limited to reach, impression, ad click conversion rates, phone, web and email traffic resulting from advertising. We are open to other recommendations. 11. Question: Is there an incumbent? If so, who? Answer: The incumbent is the school district. We do our own social media marketing at this time. 12. Question: Which digital networks have you used in the past? Answer: We have used social media platforms and Google ads. We would like to branch out into other effective platforms. 13. Question: Will the awarded vendor have access to previous campaign data? Answer: The awarded vendor can have access to previous campaigns. 14. Question: Will the awarded vendor be provided a lead list of contacts, from previous campaigns or current email marketing campaigns? Answer: The awarded vendor will not be provided a lead list of contact at this time. The awarded vendor would have to sign a data-sharing agreement. 15. Question: Do you have a Google Analytics account? Page 3 of 3 RFP No. 23-21/TW Digital Media Management ADDENDUM NO. 1 1. Will you provide the vendor with admin access to all accounts associated with the management of advertising initiatives? Answer: We do have a Google Analytics account for all our websites. We can provide the vendor with access to the accounts associated with the management of advertising initiatives if determined by the school district that it is appropriate. RFP No. 23-21/TW, Digital Media Management REQUEST FOR PROPOSALS (RFP) RFP NO. 23-21/TW Digital Media Management RFP Release Date: April 8, 2021 Deadline for Written Questions: April 22, 2021, 4:00 p.m. (EDT) Proposals Opened: May 6, 2021, 2:00 p.m. (EDT) Committee Evaluation: May 14, 2021 Presentations: May 25, 2021 (if deemed necessary) Board Award: June or July 2021 DUVAL COUNTY PUBLIC SCHOOLS Purchasing Services Department 1701 Prudential Drive Jacksonville, Florida 32207 eile re Page 1 of 27 RFP No. 23-21/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. 23-21/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 May 6, 2021 and plainly marked RFP No. 23-21/TW. Responses are due and will be opened at this time. Responses received after 2:00 p.m. EDT on the date due 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. An original manual signature is required. eile re http://www.duvalschools.org/ Page 2 of 27 RFP No. 23-21/TW, Digital Media Management ITEMS TO BE RETURNED WITH PROPOSAL: 1. Required Response Form Attachment A Page 1 of 27 (signature required) 2. Office of Economic Opportunity Proposed Schedule of Participation Attachment B 3. Cost of Services Attachment C Note: In accordance with section 4.3, please submit proposal as follows: 1. One (1) manually signed original 2. Two (2) photocopies of original 3. Six (6) USB Flash Drives in .pdf format Proposals to be delivered to: 1701 Prudential Drive Suite 322 Jacksonville, Florida 32207 Page 3 of 27 RFP No. 23-21/TW, Digital Media Management DUVAL COUNTY PUBLIC SCHOOLS RFP: Digital Media Management RFP No. 23-21/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 Districts 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 25.0 Disclaimer 26.0 Office of Economic Opportunity (OEO) Encouragement Page 4 of 27 RFP No. 23-21/TW, Digital Media Management ATTACHMENTS: A. Required Response Form Page 1 of 27 B. Office of Economic Opportunity Proposed Schedule of Participation C. Cost of Services EXHIBITS: 1. Evaluation Worksheet 2. Composite Federal Forms Page 5 of 27 RFP No. 23-21/TW, Digital Media Management DUVAL COUNTY PUBLIC SCHOOLS RFP: Digital Media Management RFP No. 23-21/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 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 Districts 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 Districts 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 on the internet. 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 provide recommendations and implementation for digital media management, which may include social media advertising, search engine marketing, in-page display, mobile device ID mapping and email marketing, and other similar digital marketing initiatives for 60 individual schools to be identified once the contract is awarded. The result of these http://www.duvalschools.org/ Page 6 of 27 RFP No. 23-21/TW, Digital Media Management efforts will make parents, stakeholders, and the community aware of the benefits of each individual school with the intent of enrolling their children in one of the said schools. 2.2 Scope of Services: Duval County Public Schools has a total of 155 district-managed schools (elementary, middle, and high schools). Sixty 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 or will have it completed in the 2021-22 school year. Creative includes logo, slogan, professional photography, 23-minute marketing promotional videos, a marketing landing page and social media creative for use by the agency. The agency selected will develop a plan to ensure each school is reaching its targeted audience through a suggested mix of social media platforms, Mobile Device ID and email marketing 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, campaign reporting, screenshots of ads, weekly campaign optimization recommendations. Budget: The District anticipates the successful firm will manage a social/digital media budget of $150,000 - $200,000 involving campaigns for 60 schools. 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 Contractors 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 July 1, 2021 through June 30, 2022. The Contract may thereafter be renewed for five (5) additional one (1) year periods, on the same terms and conditions, upon the consent and agreement of both parties. Page 7 of 27 RFP No. 23-21/TW, Digital Media Management 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 Districts 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 May 6, 2021 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 manually signed original, two (2) photocopies of original, and six (6) copies on USB Flash Drive. (6 USB Flash Drives to be submitted) of the complete proposal must be sealed and clearly labeled "REQUEST FOR PROPOSAL: 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 manually 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 record keeping purposes. 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 27 RFP No. 23-21/TW, Digital Media Management 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 Thursday, April 22nd, 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 Districts clarification via issued Addenda, instead of Proposers 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 Proposers 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 Boards 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 any and 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, April 8, 2021, RFP Release Thursday, April 22, 2021, at 4:00 p.m. (EDT) Deadline for Questions Thursday, May 6, 2021, at 2:00 p.m. (EDT) Proposal Opening Friday, May 14, 2021, Committee Evaluation Tuesday, May 25, 2021, Presentations (if deemed necessary) June or July 2021 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 DISTRICTS RIGHTS AND RESERVATIONS: A. The District reserves the right to accept or reject any or all proposals. B. The District reserves the right to waive any irregularities and technicalities and may at its mailto:wrightt@duvalschools.org Page 9 of 27 RFP No. 23-21/TW, Digital Media Management 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: In order 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) This criterion will be used to assign points based on how well the agencys 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 Young Men/Young Womens Leadership Academy. Include the following: 1. Audience segments 2. Campaign length 3. Suggested campaign budget Page 10 of 27 RFP No. 23-21/TW, Digital Media Management 4. Suggested mix of social media platforms and other 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: (50 points) This criterion 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 members expertise is related to the skills or tasks that would be required to provide the best solution and project deliverables. It is also important to note how many client accounts each project team member is currently managing. Qualifications and Experience of The Firm 1. Provide a description of the proposers services and activities. 2. Provide the year in which your company was formed. 3. Note your companys history and expertise working with increasing enrollment for schools and/or school districts or other clients they deem comparable. 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? 4. List the address from which the primary work on the contract would be performed and the size of agency by headcount. 5. List the number of full and part-time employees. Do not list any sub-contractors in this section. 6. List all education-related clients for whom you have acted in the United States 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. Staffing of Project 1. Identify those individuals on the proposers 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. Include length of time with agency and length of time in any previous related positions. Page 11 of 27 RFP No. 23-21/TW, Digital Media Management 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. F. EXPERIENCE: (15 points) Candidate has successfully completed similar projects and has the qualifications necessary to undertake this project. Prior work demonstrates innovative ideas that have engaged audiences and delivered results within a similar scope and challenges. Proposer should prove the agencys capability; describing strategies to be used and quality controls. The scope of work should demonstrate knowledge and understanding of branding and the shifting dynamics of how consumers receive and use information in todays digital world. Strategic planning: Provide an inside look at how the scope of work will be executed. G. 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 districts total $150,000 - $200,000 social/digital media advertising budget including campaigns for 60 individual schools. Provide samples of three similar campaigns with proof of effectiveness. 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 Proposers 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 Proposers 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 Page 12 of 27 RFP No. 23-21/TW, Digital Media Management 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 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 Page 13 of 27 RFP No. 23-21/TW, Digital Media Management 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 Districts notification, and the Contractor shall have ten (10) business days after the Districts initial notice to complete the cure set forth in its action plan. 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 Districts payments to the Contractor forms the consideration for the Districts termination for convenience not being available to Contractor. In the event of the Districts 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 Contractors 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 Districts 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 Districts 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 Page 14 of 27 RFP No. 23-21/TW, Digital Media Management 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 Districts 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 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 Contractors performance under the Agreement on account of a persons 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: Page 15 of 27 RFP No. 23-21/TW, Digital Media Management 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 / Contractors 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. 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. Page 16 of 27 RFP No. 23-21/TW, Digital Media Management 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 Districts 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. 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. Page 17 of 27 RFP No. 23-21/TW, Digital Media Management 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 partys representative shall coordinate communications and processes as needed for the purposes of conducting the services set forth in the Contract, as well as the process for routine or administrative communications. The parties shall also reasonably cooperate as to the development (including content and format) of the invoicing and any reports to be provided by Contractor as part of the services. 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 Contractors 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 Page 18 of 27 RFP No. 23-21/TW, Digital Media Management 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 awardees 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 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 Contractors subcontractor(s): 1. Beginning January 1, 2021, the District, the contractor, and any of the Contractors 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 Contractors 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 Contractors 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 Page 19 of 27 RFP No. 23-21/TW, Digital Media Management breach of contract and may not be considered as such. 3. The District, Contractor, or any of Contractors 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 Contractors 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. 15.0 CONFLICT OF INTEREST: 15.1 Pursuant to the Districts 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 Contractors business. Such disclosures will be in accordance with current District policies, but will include, at a minimum, the name of the former Districts 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 Page 20 of 27 RFP No. 23-21/TW, Digital Media Management 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 insurers right to subrogate against the District, and its members, officials, officers and employees in the manner which would result from the attachment of the NCCI Waiver of Our Right to Recover from Others Endorsement (Advisory Form WC 00 03 13) with the District, and its members, officials, officers and employees scheduled thereon. c. Subject to the restrictions of coverage found in the standard Workers Compensation policy, there shall be no maximum limit on the amount of coverage for liability imposed by the Florida Workers Compensation Act or any other coverage customarily insured under Part One of the standard Workers Compensation policy. The minimum amount of coverage for those coverages customarily insured under Part Two of the standard Workers Compensation policy (inclusive of any amounts provided by an umbrella or excess policy) shall not be less than: $1,000,000 Each Accident $1,000,000 Disease - Each Employee $1,000,000 Disease - Policy Limit d. The 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/contractors insurance shall cover those sources of liability which would be covered by the latest occurrence form edition of the Page 21 of 27 RFP No. 23-21/TW, Digital Media Management 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 c. The vendor/contractor shall include the School Board of Duval County, Florida, and its members, officials, officers and employees as additional insureds on the Commercial General Liability coverage. The coverage afforded such additional insureds shall be no more restrictive than that which would be afforded by adding the School Board of Duval County, Florida, and its members, officials, officers and employees as additional insureds on the latest edition of the Additional Insured Owners, 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/contractors 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, Page 22 of 27 RFP No. 23-21/TW, Digital Media Management 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 insureds 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 Employers Liability, Commercial General Liability, Business Auto Liability, and Professional Liability, the vendor/contractor shall furnish the District with a fully 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/Employers 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 Insureds 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. Page 23 of 27 RFP No. 23-21/TW, Digital Media Management 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 Bests Rating of A- or better and a Financial Size Category of VII or better according to A. M. Best Company. 3. If, during the period when an insurer is providing the insurance required by 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/contractors 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 Page 24 of 27 RFP No. 23-21/TW, Digital Media Management 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 hold harmless the District from liability of any nature or kind, including costs and expenses for or on account of any copyrighted, service marked, trademarked, patented or unpatented invention, process, article or work manufactured or used in the performance of the Agreement, including its use by the District. If contractor uses any design, device, materials or works covered by letters, service mark, trademark, patent, copyright or any other intellectual property right, it is mutually agreed and understood without exception that the proposal prices will include all royalties or costs arising from the use of such design, device or materials in any way involved in the work. Contractor shall defend, indemnify and hold the District and its successors and assigns harmless from and against all third-party claims, suits and proceedings and any and all damages, liabilities, costs and expenses (including reasonable attorneys fees and court costs) incurred as a result of (i) infringement by Contractor of any third-party patent, copyright or trademark of (ii) misappropriation by Contractor of any third-party trade secret in connection with any of the foregoing. 17.3 The indemnification obligations hereunder shall not be limited to any extent on the amount, type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under workers' compensation acts, disability benefit acts, other employee benefit acts or any statutory bar. 17.4 Except as may otherwise be expressly set forth herein, each party shall be responsible to pay its own attorney's fees (including paralegal and any other fees) and all costs arising from disputes under the contract. 17.5 The Contractor recognizes the broad nature of this indemnification and hold harmless article, and voluntarily makes this covenant and expressly acknowledges the receipt of TEN DOLLARS ($10.00) payable upon receipt of first invoice and other good and valuable consideration provided by the District in support of this indemnification in accordance with the laws of the State of Florida. 17.6 This article will survive the termination of the Contract. 18.0 PUBLIC RECORDS LAW: Pursuant to Florida Statutes Chapter 119, responses received as a result of this RFP shall not become public record until thirty (30) days after the date of opening or until posting of a recommendation for award, whichever occurs first. Thereafter, all documents or other materials submitted by all Respondents in response to this offering shall be open for inspection by any person and in accordance with Chapter 119, Florida Statutes, unless otherwise exempt under Florida law. It shall be the sole responsibility of the awarded Contractor to comply with all requirements of Chapter 119 regarding public records (whether documents, notes, letters, emails, or other records) received or generated in relationship to the Agreement awarded by the District. The Agreement shall be subject to Floridas Public Records Laws, Chapter 119, Florida Statutes. Page 25 of 27 RFP No. 23-21/TW, Digital Media Management Contractor understands the broad nature of these laws and agrees to comply with Floridas public records laws and laws relating to records retention. In compliance with section 119.0701, Florida Statutes, Contractor agrees to: A. Keep and maintain public records required by the District in order to perform the service. B. Upon request from the Districts custodian of public records, provide the District with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in the Chapter 119, Florida Statues or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the District. D. Upon completion of the Agreement, transfer, at no cost, to the District all public records in possession of Contractor or keep and maintain public records required by the District to perform the service. If Contractor transfers all public records to the District upon completion of the Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon completion of the Agreement, Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the District, upon request of the Districts custodian of public records, in a format that is compatible with the information technology systems of the District. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTORS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS (THE DISTRICTS CONTRACT ADMINISTRATOR) AT THE ADDRESS AND PHONE NUMBER TO BE PROVIDED PURSUANT TO SECTION 13.7.14 ABOVE. To the extent a proposer asserts any portion of its proposal is exempt or confidential from disclosure under Florida's public records, the burden shall be on the proposer to obtain a protective order from a jurisdictional court protecting such information from disclosure under Florida's public records laws and also timely provide a certified copy of such protective order to the District prior to the District's release of such information into the public domain. It is not contemplated that any portion of a Proposal will be exempt or confidential from disclosure pursuant to Chapter 119, Florida Statutes. 19.0 PERMITS AND LICENSES: The Contractor shall be responsible for obtaining any necessary permits and licenses and shall comply with laws, rules, and regulations whether State or Federal and with all local codes and ordinances without additional cost to the District. Some examples may include but are not limited to: Florida incorporation requirements; business licensing at the State level as well as the City of Jacksonville (Duval County); EPA hazardous material management certification requirements for facilities; vehicle registration and licensing. 20.0 PUBLIC ENTITY CRIMES: 20.1 A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid/proposal on a contract to provide any goods or services to a public entity, may not submit a bid/proposal on a contract with a public entity for the construction or Page 26 of 27 RFP No. 23-21/TW, Digital Media Management repair of a public building or public work, may not submit bids/Proposals on leases of real property to a public entity, may not be awarded or perform work as a Contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 20.2 The Proposer certifies by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. The Contractor will execute and deliver to the District the appropriate federal debarment certification form within three (3) business days of the award of the Contract. 21.0 ASSIGNMENT OF CONTRACT AND/OR PAYMENT: 21.1 The Contract or agreement is personal to the parties herein and may not be assigned, in whole, or by merger or reorganization by the Contractor without prior written consent of the District in its sole discretion which shall not be unreasonably withheld. The Contractor agrees and represents that all of the Services required hereunder shall be performed by the Contractor as identified in the Proposal, or its subsidiaries, affiliates, or designees. Notwithstanding the above, should the Contractor desire to delete, add, or amend any subcontractors or engage additional companies as subcontractors then the Contractor shall ensure that each subcontractor complies with all provisions of the agreement, and notwithstanding anything to the contrary, the Contractor shall remain liable for the acts and omission of such subcontractor(s) and the proper performance and delivery of the Services. 21.2 The Contractor herein shall not assign payments under the Contract or agreement without the prior written consent of the District. 22.0 SUBCONTRACTORS: If Contractor is permitted to subcontract any of the work set forth in the Agreement, Contractor shall ensure that each subcontractor complies with all provisions of the Agreement. Contractor will remain liable for the acts and omissions of such subcontractor(s) and the proper performance and delivery of the products and/ or services set forth in the Agreement. 23.0 AGREEMENT: A contract, which shall include the terms and conditions set forth in this RFP, may be released, after award, for any work to be performed as a result of this RFP. This document, the proposal, negotiated terms, agreement if applicable, and any other relevant documents will constitute the complete agreement between the Contractor and the District. 24.0 DISPUTE: A. Any Proposer who is aggrieved in connection with the solicitation or award of a contract may file a protest and shall deliver its written notice of protest to the Chief Officer, Operations Support (formerly known as Associate Superintendent of Business Services), or designee (hereinafter Hearing Officer) immediately, but no later than two (2) working days after RFP opening or after recommendation of award [or as set forth in paragraph 9 infra, which will initiate the 48-hour notice requirement. The written protest with documentation shall be delivered to the Hearing Officer no later than 2 p.m. (EDT) on the fourth (4th) calendar day immediately following the RFP opening Page 27 of 27 RFP No. 23-21/TW, Digital Media Management or receipt of notice of intent to award recommendation as is appropriate. If that day is a School Board non-workday, the protest shall be delivered no later than 9 a.m. (EDT) on the next District workday. Protests shall be presented with specificity, and every issue shall be fully documented. B. The legal basis for any relief sought must be clearly identified and explained in the written notice of protest. C. The Hearing Officer shall call a meeting and hear all protests and receive all evidence within a reasonable time. This does not preclude the Hearing Officer from calling a special meeting or granting a continuance under extraordinary circumstances. D. All Proposers shall receive notice of any protest hearing and a copy of the protest document. Attachments shall be available upon request. E. The Florida Rules of Civil Procedure may be relaxed at the sole discretion of the Hearing Officer presiding at any protest hearing. F. The Hearing Officer shall issue his/her decision on or before five (5) working days of the completion of the protest hearing. G. The Hearing Officers decision shall result in a final order which may include findings and conclusions. The decision of the Hearing Officer shall be final. H. The District does not encourage the use of faxes to accomplish delivery of the notice of protest and the protest itself. Any Proposers utilizing delivery by fax shall assume the risk associated with incomplete delivery or non-receipt. I. Any protest specification objection shall be generally treated as set forth in paragraph 1 supra. The operative date for the notice requirement shall be the date the specifications were obtained by the proposer but no later than 10 days prior to the date of bid opening or proposal due date. 25.0 DISCLAIMER: Except as expressly set forth in this RFP, all figures presented herein (i.e., square footage, times, rates, and quantities) are for evaluative purposes only and are not deemed to be a direction to Proposers, nor a representation/warranty by the District. 26.0 OFFICE OF ECONOMIC OPPORTUNITY (OEO) ENCOURAGEMENT: The District encourages a maximum participation of SBEs and M/WBEs in its contract awards, based upon availability. The District ensures that private companies doing business with the District are not discriminated against in the award of contracts for construction projects, procurement of goods and services, and professional services on the basis of race, color, sex or national origin. The awarded Contractor shall submit to the Office of Economic Opportunity a Quarterly OEO Utilization Report stating the quarterly activity with certified SBEs and MBEs. The report shall include the name of the company(s), the product(s) or service(s) purchased and the amount. If there is no activity to report for the quarter, the Company shall submit a Good Faith Efforts Statement. ATTACHMENT B RFP No. 23-21/TW, Digital Media Management Alt