CN-550000-BEC73-W0010000.pdf

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

TASK WORK ORDER FOR PROFESSIONAL SERVICES

375-030-25

PROCUREMENT

08/21

Consultant:

Address:

Date:

6/30/2022

*Limiting or Estimating/Budgeted Amount.

Distribution:

Consultant Acceptance:

Signature

Managing Partner - Creative Fuel Advertising, LLC

$4,000,000.00

$0.00

(name) (title)

Curtis Bryant

$4,000,000.00

Yes, the quantities for the proposed services have been found to be fair, reasonable, and competitive. This vendor was selected through a request for proposal process.

Total authorizations to date (including this one):

Departmental Approval:

$1,000,000.00 Estimate

Campaign 2: Jan 1 - Feb 28, 2022 $1,000,000.00 Estimate

The vendor will implement an aggressive media campaign that will deliver strategically placed state and community level paid media advertising and communication in

Florida’s 25 priority counties that enhances the Alert Today Florida brand; improves awareness of safe driving, walking, and biking behaviors; increases compliance with traffic laws; and reduces traffic crashes resulting in serious and fatal injuries to pedestrians and bicyclists. Each media purchase will be data driven based on location specific information by zip code. Mediums selected will be based on ability to reach identified target audiences and both outputs and outcomes will be measured to evaluate the effectiveness of the media exposure.Demographic data will be used to determine the media reach. Media buys require the use of zip codes to focus messaging on specific targeted audiences as outlined in the Marketing and Media Plan. This contract includes all costs associated with the pruchase and delivery of advertising, market research and analysis, market prioritization, negotiation and buying of all media mediums, media ratings data, spot distributions data and media campaign and evaluation reports. FDOT will provide all creative materials for the media campaign.

Creative Fuel, LLC

10542 Greencrest Drive Tampa, FL 33626

(To be entered upon execution of T.W.O.)

Brief Task Description:

In accordance with the above referenced contract, you are authorized to perform the tasks detailed in attached Exhibit A (Scope of Services).

Compensation elements are as follows:

Element Description Amount Estimate/LimitMethod of Compensation

The total amount or the limiting amount of the compensation will be:

All services required under this Task Work Order will be completed on or before:

$4,000,000.00

(LA5) Actual expenses (for contracts executed after August 2021)

(LA5) Actual expenses (for contracts executed after August 2021)

Page 1 Total

Page 2 thru 6 Subtotal

Total

(LA5) Actual expenses (for contracts executed after August 2021)

(LA5) Actual expenses (for contracts executed after August 2021)

(LA5) Actual expenses (for contracts executed after August 2021)

Campaign 3: March 1 - 31, 2022

Campaign 4: April 1 - May 31, 2022

Campaign 5: June 1 - 30, 2022

Campaign 1: Date of Execution - Dec 31, 2021

Estimate

Estimate

Estimate

$500,000.00

$1,000,000.00

$500,000.00

$4,000,000.00

(name) (title) Signature

Lora Hollingsworth Chief Safety Officer

Other Notes:

An independent assessment of the staff hours and quantities for the proposed services has been performed, and found to be fair, reasonable, and competitive.

Task Work Order No.:

FY22-01

Contract No.: Payment FM No.:

BEC73 433144-5-8201

FDOT Legal Office Approval

Printed Name _________________________ Printed Title ______________________ __________________________________________________ Signature Date

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Chief Counsel, Contracts

12/9/2021 | 2:04 PM EST

Larry Ringers

12/09/2021

375-030-25

PROCUREMENT

08/21

Element Description

Compensation elements are as follows:

Method of Compensation Amount Estimate/Limit

Total: $0.00

DocuSign Envelope ID: ADC8AD3D-06F0-4FA6-8999-37E96E8DB31F

375-030-25

PROCUREMENT

08/21

Total: $0.00

Element Description

Compensation elements are as follows:

Method of Compensation Amount Estimate/Limit

375-030-25

PROCUREMENT

08/21

Element Description Method of Compensation Amount

Compensation elements are as follows:

Estimate/Limit

375-030-25

PROCUREMENT

08/21

Compensation elements are as follows:

Method of Compensation Amount Estimate/LimitElement Description

375-030-25

PROCUREMENT

08/21

Compensation elements are as follows:

Element Description Method of Compensation Amount Estimate/Limit

375-030-25

PROCUREMENT

08/21

ADDITIONAL NOTES

The vendor shall submit monthly invoices (3 copies) in a format acceptable to the Department. Invoices are due on the last day of the month following the TWO execution. For the satisfactory performance of the services detailed in each TWO, the Vendor shall be paid up to the Maximum Amount of each Authorization. Payment shall be made, for the services provided, as specified in Exhibit "C", as approved by the Department.

FDOT Contract Number: BEC73

Procurement Number: DOT-RFP-22-9029-CA

DMS Catalog Class Number:

80171603 – Publicity and Marketing Advisory Service

80171604 – Public Information Campaign Service

82101800 – Advertising Agency Services

82101801 – Advertising Campaign Services

BY THIS AGREEMENT, made and entered into this ________ day of _________, ________ by and between the

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, hereinafter called the "Department" and

Creative Fuel, LLC., of duly authorized to conduct business in the State of Florida, hereinafter called

“Vendor,” hereby agree as follows:

1. SERVICES AND PERFORMANCE

A. In connection with the Safety Vital Few: Pedestrian and Bicycle Safety Paid Media Campaign, the

Department does hereby retain the Vendor to furnish certain services, information, and items as described in task work orders attached hereto and made a part hereof.

B. The Department will issue a task work order for each campaign that will set forth the description of required work, deliverable reporting and performance measures, and compensation elements.

C. Before making any additions or deletions to the work described in this Agreement, and before undertaking any changes or revisions to such work, the parties shall negotiate any necessary cost changes and shall enter into an Amendment covering such work and compensation. Reference herein to this Agreement shall include any amendment(s).

D. All tracings, plans, specifications, maps, computer files, and reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, shall be the exclusive property of the Department without restriction or limitation on their use and shall be made available, upon request, to the Department at any time during the performance of such services and/or upon completion or termination of this Agreement. Upon delivery to the Department of said document(s), the Department shall become the custodian thereof in accordance with Chapter 119, Florida Statutes. The Vendor shall not copyright any material and products or patent any invention developed under this Agreement. The Department shall have the right to visit the site for inspection of the work and the products of the Vendor at any time.

E. The Vendor agrees to provide project schedule progress reports in a format acceptable to the

Department and at intervals established by the Department. The Department shall be entitled at all times to be advised, at its request, as to the status of work being done by the Vendor and of the details thereof. Coordination shall be maintained by the Vendor with representatives of the

Department, or of other agencies interested in the project on behalf of the Department. Either party to this Agreement may request and be granted a conference.

F. All services shall be performed by the Vendor to the satisfaction of the FDOT Contract Manager who shall decide all questions, difficulties, and disputes of any nature whatsoever that may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder

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November 2021 29th and the character, quality, amount of value thereof; and the decision upon all claims, questions, and disputes shall be final and binding upon the parties hereto. Adjustments of compensation and contract time because of any major changes in the work that may become necessary or desirable as the work progresses shall be subject to mutual agreement of the parties, and amendment(s) shall be entered into by the parties in accordance herewith.

2. TERM

This Agreement shall begin on date of execution and shall remain in full force and effect through completion of all services required or June 30, 2022, whichever occurs first.

3. RENEWAL

This Agreement may be renewed for a period that may not exceed three (3) years or the term of the original contract, whichever is longer. Renewals are contingent upon satisfactory performance evaluations by the Department and subject to the availability of funds. Costs for renewal may not be charged. Any renewal or extension must be in writing and is subject to the same terms and conditions set forth in this Agreement and any written amendments signed by the parties.

4. EXTENSIONS

In the event that circumstances arise which make performance by the Vendor impracticable or impossible within the time allowed or which prevent a new contract from being executed, the

Department, in its discretion, may grant an extension of this Agreement. Extension of this Agreement must be in writing for a period not to exceed six (6) months and is subject to the same terms and conditions set forth in this Agreement and any written amendments signed by the parties; provided the

Department may, in its discretion, grant a proportional increase in the total dollar amount based on the method and rate established herein. There may be only one extension of this Agreement unless the failure to meet the criteria set forth in this Agreement for completion of this Agreement is due to events beyond the control of the Vendor.

It shall be the responsibility of the Vendor to ensure at all times that sufficient time remains in the

Project Schedule within which to complete services on the project. In the event there have been delays which would affect the project completion date, the Vendor shall submit a written request to the

Department which identifies the reason(s) for the delay and the amount of time related to each reason.

The Department shall review the request and make a determination as to granting all or part of the requested extension.

5. FDOT CONTRACT MANAGER

In the event the vendor has questions regarding this agreement, contact the FDOT Contract

Manager at:

Trenda McPherson

Traffic Safety Marketing Coordinator

Florida Department of Transportation

State Safety Office

605 Suwannee Street, MS-53

Tallahassee, FL. 32399-0450

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Phone: 850-414-4025

Trenda.McPherson@dot.state.fl.us

6. COMPENSATION AND PAYMENT

A. Payment shall be made only after receipt and approval of goods and services unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, Florida Statutes. Deliverable(s) must be received and accepted in writing by the Contract

Manager on the Department’s invoice transmittal forms prior to payment. If the Department determines that the performance of the Vendor is unsatisfactory, the Department shall notify the

Vendor of the deficiency to be corrected, which correction shall be made within a timeframe to be specified by the Department. The Vendor shall, within five days after notice from the Department, provide the Department with a corrective action plan describing how the Vendor will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non-compliance. If the corrective action plan is unacceptable to the Department, the Vendor shall be assessed a non-performance retainage equivalent to 10% of the total invoice amount. The retainage shall be applied to the invoice for the then-current billing period. The retainage shall be withheld until the vendor resolves the deficiency. If the deficiency is subsequently resolved, the Vendor will bill the Department for the retained amount during the next billing period. If the Vendor is unable to resolve the deficiency, the funds retained will be forfeited at the end of the agreement period.

B. This Agreement involves units of deliverables, such units must be received and accepted in writing by the FDOT Contract Manager prior to payments.

C. Bills for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and post audit thereof.

D. Vendors providing goods and services to the Department should be aware of the following time frames. Upon receipt, the Department has twenty (20) working days to inspect and approve the goods and services. The Department has twenty (20) additional days to deliver a request for payment (voucher) to the Department of Financial Services. The twenty (20) days are measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved.

E. If a payment is not available within forty (40) days, a separate interest penalty as established pursuant to Section 215.422, Florida Statutes, shall be due and payable, in addition to the invoice amount, to the Vendor. Interest penalties of less than one (1) dollar shall not be enforced unless the Vendor requests payment. Invoices which have to be returned to a Vendor because of Vendor preparation errors shall result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department.

F. The State of Florida, through the Department of Management Services, has instituted

MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to Section 287.057(22), Florida Statutes, all payments shall be assessed a transaction fee of one percent (1%), which the

Vendor shall pay to the State. For payments within the State accounting system (FLAIR or its successor), the transaction fee shall, when possible, be automatically deducted from payments to the Vendor. If automatic deduction is not possible, the Vendor shall pay the transaction fee pursuant to Rule 60A-1.031 (2), Florida Administrative Code. By submission of these reports and corresponding payments, Vendor certifies their correctness. All such reports and payments shall

DocuSign Envelope ID: EF1FA0F2-DA07-4DA3-9516-2E51EC3CBCA7DocuSign Envelope ID: ADC8AD3D-06F0-4FA6-8999-37E96E8DB31F mailto:Trenda.McPherson@dot.state.fl.us be subject to audit by the State or its designee. The Vendor shall receive a credit for any transaction fee paid by the Vendor for the purchase of any item(s) if such item(s) are returned to the Vendor through no fault, act, or omission of the Vendor. Notwithstanding the foregoing, a transaction fee is non-refundable when an item is rejected or returned, or declined, due to the Vendor's failure to perform or comply with specifications or requirements of the Agreement. Failure to comply with these requirements shall constitute grounds for declaring the Vendor in default and recovering re -procurement costs from the Vendor in addition to all outstanding fees. VENDORS DELINQUENT IN

PAYING TRANSACTION FEES MAY BE EXCLUDED FROM CONDUCTING FUTURE BUSINESS WITH THE

STATE.

G. A vendor ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 413-5516.

H. Records of costs incurred under terms of this Agreement shall be maintained and made available upon request to the Department at all times during the period of this Agreement and for three (3) years after final payment for the work pursuant to this Agreement is made. Copies of these documents and records shall be furnished to the Department upon request. Records of costs incurred shall include the Vendor's general accounting records and the project records, together with supporting documents and records of the Vendor and all subcontractors performing work on the project, and all other records of the Vendor and subcontractors considered necessary by the

Department for a proper audit of project costs.

I. The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such contract. The

Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding one (1) year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years. Accordingly, the Department's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature.

7. INDEMNITY AND PAYMENT FOR CLAIMS

To the extent permitted by Florida Law, the Vendor shall indemnify and hold harmless the Department, its officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by negligence, recklessness, or intentional wrongful misconduct of the Vendor and persons employed or utilized by the Vendor in the performance of this

Agreement.

It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of the Agreement to create in the public or any member thereof, a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement.

The Vendor guaranties the payment of all just claims for materials, supplies, tools, or labor an d other just claims against the Vendor or any subcontractor, in connection with the Agreement.

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8. COMPLIANCE WITH LAWS

A. The Vendor shall comply with Chapter 119, Florida Statutes. Specifically, the Vendor shall:

1) Keep and maintain public records required by the Department to perform the service.

2) Upon request from the Department's custodian of public records, provide the Department 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 Chapter 119, Florida

Statutes, or as otherwise provided by law.

3) 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 Vendor does not transfer the records to the Department.

4) Upon completion of the Agreement, transfer, at no cost, to the Department, all public records in possession of the Vendor or keep and maintain public records required by the Department to perform the service. If the Vendor transfers all public records to the Department upon completion of the Agreement, the Vendor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Vendor keeps and maintains public records upon completion of the Agreement, the Vendor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Department, upon request from the Department's custodian of public records, in a format that is compatible with the information technology systems of the

Department.

Failure by the Vendor to comply with Chapter 119, Florida Statutes, shall be grounds for immediate unilateral cancellation of this Agreement by the Department.

IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA

STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:

Central Office

850-414-5355

COprcustodian@dot.state.fl.us

Office of the General Counsel

Florida Department of Transportation

605 Suwannee Street, MS 58

Tallahassee, Florida 32399-0458

B. The Vendor agrees that it shall make no statements, press releases or publicity releases concerning this Agreement or its subject matter or otherwise discuss or permit to be disclosed or discussed any of the data or other information obtained or furnished in compliance with this

Agreement, or any particulars thereof, during the period of the Agreement, without first notifying the FDOT Contract Manager and securing prior written consent. The Vendor also agrees that it shall not publish, copyright, or patent any of the data developed under this Agreement, it being understood that such data or information are works made for hire and the property of the

Department.

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C. The Vendor shall comply with all federal, state, and local laws and ordinances applicable to the work or payment for work thereof, and will not discriminate on the grounds of race, color, religion, sex, national origin, age, or disability in the performance of work under this Agreement.

D. If the Vendor is licensed by the Department of Business and Professional Regulation to perform the services herein contracted, then Section 337.162, Florida Statutes, applies as follows:

1) If the Department has knowledge or reason to believe that any person has violated the provisions of state professional licensing laws or rules, it shall submit a complaint regarding the violations to the Department of Business and Professional Regulation. The complaint shall be confidential.

2) Any person who is employed by the Department and who is licensed by the Department of

Business and Professional Regulation and who, through the course of the person's employment, has knowledge to believe that any person has violated the provisions of state professional licensing laws or rules shall submit a complaint regarding the violations to the Department of

Business and Professional Regulation. Failure to submit a complaint about the violations may be grounds for disciplinary action pursuant to Chapter 455, Florida Statutes, and the state licensing law applicable to that licensee. The complaint shall be confidential.

3) Any complaints submitted to the Department of Business and Professional Regulation are confidential and exempt from Section 119.07(1), Florida Statutes, pursuant to Chapter 455, Florida Statutes, and applicable state law.

E. The Vendor covenants and agrees that it and its employees and agents shall be bound by the standards of conduct provided in applicable law and applicable rules of the Board of Business and

Professional Regulation as they relate to work performed under this Agreement. The Vendor further covenants and agrees that when a former state employee is employed by the Vendor, the Vendor shall require that strict adherence by the former state employee to Sections 112.313 and

112.3185, Florida Statutes, is a condition of employment for said former state employee. These statutes will by reference be made a part of this Agreement as though set forth in full. The Vendor agrees to incorporate the provisions of this paragraph in any subcontract into which it might enter with reference to the work performed pursuant to this Agreement.

F. 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, or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals, or replies 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 thirty -six (36) months following the date of being placed on the convicted vendor list.

G. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or

DocuSign Envelope ID: EF1FA0F2-DA07-4DA3-9516-2E51EC3CBCA7DocuSign Envelope ID: ADC8AD3D-06F0-4FA6-8999-37E96E8DB31F consultant under a contract with a public entity, and may not transact business with any public entity.

H. The Department shall consider the employment by any vendor of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If the Vendor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this agreement.

I. The Vendor agrees to comply with the Title VI Nondiscrimination Contract Provisions, Appendices

A and E, available at http://www.dot.state.fl.us/procurement/index.shtm, incorporated herein by reference and made a part of this Agreement.

J. Pursuant to Section 216.347, Florida Statutes, the vendor may not expend any State funds for the purpose of lobbying the Legislature, the judicial branch, or a state agency.

K. Any intellectual property developed as a result of this Agreement will belong to and be the sole property of the State. This provision will survive the termination or expiration of the Agreement.

L. The Vendor agrees to comply with s.20.055(5), Florida Statutes, and to incorporate in all subcontracts the obligation to comply with s.20.055(5), Florida Statutes.

9. TERMINATION AND DEFAULT

A. This Agreement may be canceled by the Department in whole or in part at any time the interest of the Department requires such termination. The Department reserves the right to terminate or cancel this Agreement in the event an assignment be made for the benefit of creditors.

B. If the Department determines that the performance of the Vendor is not satisfactory, the

Department shall have the option of (a) immediately terminating the Agreement, or (b) notifying the Vendor of the deficiency with a requirement that the deficiency be corrected within a specified time, otherwise the Agreement will be terminated at the end of such time, or (c) taking whatever action is deemed appropriate by the Department.

C. If the Department requires termination of the Agreement for reasons other than unsatisfactory performance of the Vendor, the Department shall notify the Vendor of such termination, with instructions as to the effective date of termination or specify the stage of work at which the

Agreement is to be terminated.

D. If the Agreement is terminated before performance is completed, the Vendor shall be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the agreement price as the amount of work satisfactorily completed is a percentage of the total work called for by this Agreement. All work in progress shall become the property of the Department and shall be turned over promptly by the Vendor.

E. For Contracts $1,000,000 and greater, if the Department determines the Contractor submitted a false certification under Section 287.135(5) of the Florida Statutes, or if the Contractor has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott

Israel List, the Department shall either terminate the Contract after it has given the Contractor notice and an opportunity to demonstrate the Department’s determination of false certification

DocuSign Envelope ID: EF1FA0F2-DA07-4DA3-9516-2E51EC3CBCA7DocuSign Envelope ID: ADC8AD3D-06F0-4FA6-8999-37E96E8DB31F http://www.dot.state.fl.us/procurement/index.shtm, was in error pursuant to Section 287.135(5)(a) of the Florida Statutes, or maintain the Contract if the conditions of Section 287.135(4) of the Florida Statutes are met.

10. ASSIGNMENT AND SUBCONTRACTS

The Vendor shall maintain an adequate and competent staff so as to enable the Vendor to timely perform under this Agreement and may associate with it such subcontractors, for the purpose of its services hereunder, without additional cost to the Department, other than those costs within the limits and terms of this Agreement. The Vendor is fully responsible for satisfactory completion of all subcontracted work. The Vendor, however, shall not sublet, assign, or transfer any work under this

Agreement to other than subcontractors specified in the proposal, bid, and/or Agreement without the written consent of the Department.

11. MISCELLANEOUS

A. The Vendor and its employees, agents, representatives, or subcontractors are not employees of the Department and are not entitled to the benefits of State of Florida employees. Except to the extent expressly authorized herein, Vendor and its employees, agents, representatives, or subcontractors are not agents of the Department or the State for any purpose or authority such as to bind or represent the interests thereof, and shall not represent that it is an agent or that it is acting on the behalf of the Department or the State. The Department shall not be bound by any unauthorized acts or conduct of the Vendor or its employees, agents, representatives, or subcontractors. Vendor agrees to include this provision in all its subcontracts under this

Agreement.

B. All words used herein in the singular form shall extend to and include the plural. All words used in the plural form shall extend to and include the singular. All words used in any gender shall extend to and include all genders.

C. This Agreement embodies the whole agreement of the parties. There are no promises, terms, conditions, or obligations other than those contained herein, and this Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties hereto. The State of Florida terms and conditions, whether general or specific, shall take precedence over and supersede any inconsistent or conflicting provision in any attached terms and conditions of the Vendor.

D. It is understood and agreed by the parties hereto that if any part, term or provision of this

Agreement is by the courts held to be illegal or in conflict with any law of the State of Florida, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid.

E. This Agreement shall be governed by and construed in accordance with the laws of the State of

Florida.

F. In any legal action related to this Agreement, instituted by either party, the Vendor hereby waives any and all privileges and rights it may have under Chapter 47 and Section 337.19, Florida

Statutes, relating to venue, as it now exists or may hereafter be amended, and any and all such privileges and rights it may have under any other statute, rule, or case law, including, but not limited to those grounded on convenience. Any such legal action may be brought in the appropriate

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Court in the county chosen by the Department and in the event that any such legal action is filed by the Vendor, the Vendor hereby consents to the transfer of venue to the county chosen by the

Department upon the Department filing a motion requesting the same.

G. If this Agreement is the result of a formal solicitation (Invitation to Bid, Request for Proposal or

Invitation to Negotiate), the Department of Management Services Forms PUR1000 and PUR1001, included in the solicitation, are incorporated herein by reference and made a part of this

Agreement.

H. Vendor/Contractor:

1) Shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Vendor/Contractor during the term of the contract; and

2) Shall expressly require any subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term.

I. Time is of the essence as to each and every obligation under this Agreement.

12. REQUIRED FEDERAL CLAUSES

A. Buy American Act. The Buy America Act prohibits the use of Federal highway safety grant funds to purchase any manufactured product or software/information technology systems whose unit purchase price is $5,000 or more, including motor vehicles, that is not produced in the United

States. NHTSA may waive those requirements if (1) their application would be inconsistent with the public interest; (2) such materials and products are not produced in the United States in sufficient and reasonably available quantities and of a satisfactory quality; or (3) the inclusion of domestic material will increase the cost of the overall project contract by more than 25 percent.

B. Certification Regarding Federal Lobbying. The Vendor certifies, to the best of his or her knowledge and belief, that:

1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a

Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any

Federal contract, grant, loan, or cooperative agreement.

2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of

Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, ‘‘Disclosure Form to Report Lobbying,’’ in accordance with its instructions.

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C. Cooperation with the Inspector General. It is the duty of every Vendor to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing pursuant to this agreement. Chapter 20.055(5), F.S.

D. DBE Assurance. The Vendor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The consultant or contractor shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of USDOT-assisted contracts.

Failure by the consultant or contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the

Subrecipient or the Department deems appropriate.

E. E-Verify. Any Vendors or subcontractors performing work or providing services pursuant to this agreement are required to utilize the U.S. Department of Homeland Security’s E -Verify system to verify the employment eligibility of all new employees hired by the Vendor or subcontractor during the contract term.

F. Nondiscrimination. During the performance of this agreement, the Vendor agrees:

1) To comply with all Federal nondiscrimination laws and regulations, as may be amended from time to time

2) Not to participate directly or indirectly in the discrimination prohibited by any Federal non-discrimination law or regulation, as set forth in appendix B of 49 CFR part 2l and herein

3) To permit access to its books, records, accounts, other sources of information, and its facilities as required by the FDOT State Safety Office, USDOT, FHWA or NHTSA

4) That, in event a Vendor fails to comply with any nondiscrimination provisions in this agreement, the Vendor will have the right to impose such agreement sanctions as it or NHTSA determine are appropriate, including but not limited to withholding payments to the Vendor under the contract/agreement until the Vendor complies; and/or cancelling, terminating, or suspending a contract or funding agreement, in whole or in part.

G. Clean Air Act and Federal Water Pollution Control Act. Agreements for amounts in excess of

$150,000 must comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

H. Integrity Certification. The Subcontractor certifies that neither it nor its contractors are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this Agreement by and federal department or agency. This certification is a material representation of fact upon which the Department is relying in entering this Agreement.

If it is later determined that the Subcontractor knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. The Subcontractor shall provide to the Department immediate written notice if at any time the Subcontractor learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.

I. Contract Work Hours and Safety Standards Act. All subcontracts in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with

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40 U.S.C. 2702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part

5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 2704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

J. Indemnification and Insurance. To the fullest extend permitted by law, the Subcontractor shall indemnify and hold harmless the Subrecipient and the State of Florida, Department of

Transportation, including the Department’s officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the contractor/consultant and persons employed or utilized by the contractor/consultant in the performance of this

Agreement.

This indemnification shall survive the termination of this Agreement. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the State of Florida and the

Subrecipient’s sovereign immunity.

K. Policy on Banning Text Messaging While Driving Act. In accordance with Executive Order 13513, Federal Leadership on Reducing Text Messaging while Driving, and DOT Order 3902.10, Text

Messaging While Driving, subrecipients are encouraged to:

Adopt and enforce workplace safety policies to decrease crashes caused by distracted driving, including policies to ban text messaging while driving company-owned or rented vehicles, Government-owned, leased or rented vehicles, or privately owned vehicles when on official business or when performing any work on behalf of the subrecipient agency and/or the

Government.

Conduct workplace safety initiatives in a manner commensurate with the size of the business, such as establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving, and education, awareness, and other outreach to employees about the safety risks associated with texting and driving.

Insert the substance of this section, including this sentence, in all sub-agreement/subcontracts funded with the subaward provided under this Agreement that are $15,000 or more.

L. Human Trafficking. The Subcontractor agrees that it and its employees that perform any work on the subcontract shall not, during the term of this Agreement, engage in trafficking persons, procure a commercial sex act, or use forced labor in the performance of work on the subcontract.

M. Contracting with Small and Minority Businesses, Women’s Business Enterprises, and Labor

Surplus Area Firms. The Subcontractor agrees to take the following affirmative steps to assure that minority businesses, women’s business enterprise and labor surplus are used:

i) Place qualified small and minority businesses and women’s business enterprises on solicitation lists;

ii) Assure that small and minority businesses, and women’s business enterprises are solicited whenever they are potential sources;

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iii) Divide total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women’s business enterprises;

iv) Establish delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women’s business enterprises;

v) Use the services and assistance, as appropriate, of such organizations as the Small Business

Administration and the Minority Business Development Agency of the Department of

Commerce; and

vi) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (m)(1) through (5) of this section.

N. Termination for Convenience. In accordance with Appendix II to 2 CFR Part 200 – Contract

Provisions for Non-Federal Entity Contracts Under Federal Awards, either Party may terminate this Agreement for convenience upon thirty (30) days’ advance written notice to the other Party.

Termination of this Agreement, as such, will not affect payment for services satisfactorily furnished prior to the termination.

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13. AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers on the day, month and year set forth above.

____________CREATIVE FUEL, LLC.___________

Authorized Signature

Curtis Bryant

Name

Integrated Media Director – Project Manager

Title

Date

FLORIDA DEPARTMENT OF TRANSPORTATION

STATE SAFETY OFFICE

Authorized Signature

Lora Hollingsworth

Name

Chief Safety Officer

Title

Date

FLORIDA DEPARTMENT OF TRANSPORTATION

LEGAL OFFICE

Authorized Signature

Name

Title

Date

FLORIDA DEPARTMENT OF TRANSPORTATION

PROCUREMENT OFFICE

Authorized Signature

Name

Title

Date

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Paul Baker

State Purchasing Administrator

11/19/2021 | 3:03 PM EST 11/19/2021 | 3:48 PM EST

Larry Ringers

Chief Counsel, Contracts

11/19/2021 | 4:33 PM EST 11/29/2021 | 7:19 AM EST

RFPSHELL. 2/1/2021

EXHIBIT “C”

PRICE PROPOSAL FORM

RFP Number: DOT-RFP-22-9029-CA

RFP Title: Safety Vital Few Pedestrians and Bicycle Safety Paid Media Campaign

Services to be provided as specified in attached Exhibit “A”, Scope of Services

Actual campaigns and total media purchased will vary from year to year and will depend on available budget and direction from our federal funding partners. The paid media budget for year one is estimated at approximately $4,000,000.00. FDOT will adjust the annual paid media budget based on annual funding allocations.

ESTIMATED $1,000,000.00 FOR CAMPAIGN 1: OCTOBER – DECEMBER 2021

ESTIMATED $1,000,000.00 FOR CAMPAIGN 2: JANUARY – FEBRUARY 2022

ESTIMATED $500,000.00 FOR CAMPAIGN 3: MARCH 2022

ESTIMATED $1,000,000.00 FOR CAMPAIGN 4: APRIL – MAY 2022

ESTIMATED $500,000.00 FOR CAMPAIGN 5: JUNE 2022

The above are anticipated dates of service for each campaign. Actual campaign messaging will vary from campaign to campaign and year to year. Several messages may be distributed simultaneously.

Determination of what safety message is shared during each campaign will be established based on data analysis (i.e. If nighttime visibility ranks high in contributing factors, the Alert Tonight campaign may run. If distracted driving ranks high in contributing factors, the Driverless Cars campaign may run, etc.) conducted by FDOT. Total budget may also vary from campaign to campaign resulting in a reduction to any given campaign period and an increase in another campaign period to offset the difference. This will not increase or reduce the total contract amount.

This solicitation is to implement a comprehensive campaign that will deliver effective state and community level paid media advertising and communication in Florida’s 25 priority counties (identified below) that enhances the Alert Today Florida brand; improves awareness of safe driving, walking, and biking behaviors;

increases compliance with traffic laws; and reduces traffic crashes resulting in serious and fatal injuries to pedestrians and bicyclists.

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AGENCY FEES:

The selected vendor will be reimbursed for actual media purchased and distributed (based on the required data analysis) plus agreed upon agency fees which shall include all related costs including service fees, trafficking, commissions, etc.

AGENCY FEES EXAMPLE:

Agency fees will be paid based on a percentage of the media buy for each campaign. The above campaigns are estimated to total around $4,000,000 per year. So, with the following proposal:

1st Year = ___5 %___ The total payout would be:

AGENCY

FEES:

YEAR 1 YEAR 2 YEAR 3 TOTAL YEAR 1-3 AVERAGE*

*Average of Agency Fees will be the basis for determining the Proposer’s Price Score.

5 5 5 55

PROPOSED AGENCY FEES:

Creative Fuel's proposed agency fees will remain at 5%, as shown above in the Agency Fees Example.

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ACKNOWLEDGEMENT: I certify that I have read and agree to abide by all terms and conditions of this solicitation and that I am authorized to sign for the proposer. I certify that the response submitted is made in conformance with all requirements of the solicitation.

FEID # 83-4662657

City, State, Zip: Tampa, Florida, 33626

Date:

Proposer: Creative Fuel LLC

Address: 10542 Greencrest Drive

Authorized Signature:

Printed / Typed: Curtis Bryant Title: Managing Partner

10/20/21

RENEWAL: (see Special Condition 33).

THE UNIT RATE(s) WILL APPLY TO THE INITIAL TERM AND ANY RENEWAL PERIODS.

NOTE: Unit Rates must be stated specifically in dollars and cents, NOT a percentage increase.

MFMP Transaction Fee: All payment(s) to the vendor resulting from this competitive solicitation WILL be subject to the MFMP Transaction Fee in accordance with the referenced Form PUR 1000 General Contract Condition #14. The Transaction Fees imposed shall be based upon the date of issuance of the payment.

NOTE: In submitting a response, the proposer acknowledges they have read and agree to the solicitation terms and conditions and their submission is made in conformance with those terms and conditions.

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