RFP_Y25-100_Digital_Advertising_Services_for_OCCC.pdf

ORANGE COUNTY, FLORIDA

PROCUREMENT DIVISION

Issue Date: October 28, 2024

NOTICE IS HEREBY GIVEN that Orange County, Florida, henceforth referred to as the County is accepting sealed proposals for:

REQUEST FOR PROPOSALS #Y25-100, DIGITAL ADVERTISING SERVICES

ORANGE COUNTY CONVENTION CENTER

TERM CONTRACT

Copies of the Request for Proposals (RFP) documents may be obtained from Orange County by download at: https://secure.procurenow.com/portal/orangecountyfl

PROPOSAL SUBMISSION DUE DATE:

Sealed Electronic offers for furnishing the above will be accepted up to 4:00 PM (local time), Tuesday, December 3, 2024, via the electronic procurement portal referenced above.

To maintain a secured sealed process electronic submissions are required to be made through the OpenGov Procurement portal only at: https://secure.procurenow.com/portal/orangecountyfl.

Firms shall not be permitted to hand-deliver, mail, telephone, fax or email offers. Responses received after the submission deadline and/or transmitted outside of the designated OpenGov Procurement portal shall be rejected.

PRE-PROPOSALS CONFERENCE:

A Non-Mandatory Pre-proposal Conference will be held on Wednesday, November 13, 2024, 02:00PM, located at Orange County Convention Center, 9800 International Drive, Orlando, FL 32819, West Concourse Building, Meeting Room West 232-C.

Attendance is not mandatory but is encouraged.

NOTICE TO PROPOSERS:

To ensure that your bid is responsive, you are urged to request clarification or guidance on any issues involving this solicitation before submission of your response. Your point-of-contact for this solicitation is Jenna Allen, Contracting Agent at Jenna.Allen@ocfl.net.

QUESTIONS:

All questions or concerns regarding this Request for Proposals shall be submitted by email to Jenna.Allen@ocfl.net, no later than 5:00 PM Friday, November 15, 2024 to the attention of Jenna Allen, Procurement Division, referencing the RFP number.

https://secure.procurenow.com/portal/orangecountyfl https://secure.procurenow.com/portal/orangecountyfl mailto:Jenna.Allen@ocfl.net mailto:Jenna.Allen@ocfl.net i

TABLE OF CONTENTS

DESCRIPTION PAGE

SECTION 1: GENERAL TERMS AND CONDITIONS 1-13

- INSTRUCTION TO PROPOSERS 1

- QUESTIONS REGARDING THIS RFP 1

- CONTRACT TERM 2

- INSURANCE REQUIREMENTS 2

- WITHDRAWAL OF PROPOSAL 6

- REFERENCE CHECKS 10

- CONFIDENTIAL INFORMATION 10

- MISTAKES 12

SECTION 2: SCOPE OF SERVICES 1-11

SECTION 3: PROPOSAL SUBMISSION REQUIREMENTS 1-14

AND DOCUMENTATION

- STATEMENT OF NO PROPOSAL 2

- PREREQUISITE REQUIREMENTS 2

- PROPOSAL FORMAT 2

SECTION 4: SELECTION CRITERIA 1

SECTION 5: ATTACHMENTS

- FEE SCHEDULE

- PROPOSAL COVER PAGE

- ACKNOWLEDGEMENT OF ADDENDA

- AUTHORIZED SIGNATORIES/NEGOTIATORS

- DRUG-FREE WORKPLACE FORM

- CONFLICT/NON-CONFLICT OF INTEREST FORM

- E-VERIFICATION CERTIFICATION

- RELATIONSHIP DISCLOSURE FORM

- RELATIONSHIP DISCLOSURE FORM - FREQUENTLY ASKED QUESTIONS (FAQ)

- ORANGE COUNTY SPECIFIC PROJECT EXPENDITURE REPORT

- EXPENDITURE REPORT- FREQUENTLY ASKED QUESTIONS (FAQ)

- LOCATION FORM

- AGENT AUTHORIZATION FORM

- LEASED EMPLOYEE AFFIDAVIT

ii

- INFORMATION FOR DETERMINING JOINT VENTURE ELIGIBILITY

- EQUAL OPPORTUNITY WORKFORCE SCHEDULE

- SCHEDULE OF SUB-CONTRACTING - M/WBE PARTICIPATION FORM

- SCHEDULE OF SUB-CONTRACTING - SDV PARTICIPATION FORM

- DISLOCATED WORKER PROPOSED HIRING INFORMATION

SECTION 6: DRAFT CONTRACT

- DRAFT CONTRACT

SECTION 1

GENERAL TERMS AND CONDITIONS

Section 1, General Terms and Conditions | Page 1

GENERAL TERMS AND CONDITIONS

1. INSTRUCTIONS TO PROPOSERS

Proposals shall be submitted via the electronic submission portal at:

https://secure.procurenow.com/portal/orangecountyfl. Responses will be opened per the public meeting notice.

Offers by mail, hand-delivery, e-mail, telephone, or fax shall not be accepted.

Proposals submitted outside of the designated electronic submission portal shall be rejected as non-responsive regardless of where received.

The County shall not be responsible for delays caused by any occurrence. The time/date stamp clock located in the electronic submittal portal shall serve as the official authority to determine lateness of any offer. The submission deadline shall be scrupulously observed. It is the sole responsibility of the proposer to ensure that their proposal reaches the Procurement Division. The decision to refuse to consider a proposal that was received beyond the date/time established in the solicitation shall not be the basis for a protest pursuant to the Orange County Code (Procurement Ordinance).

All proposals will be opened publicly in accordance with the public notice, and the names of all timely proposers shall be read aloud.

Public Openings are held each Wednesday at 9:30am and Friday at 9:30am. A public opening of responses will be conducted at the next posted Procurement Public Meeting following the submission deadline. In the event of a County Holiday or unforeseen delay, responses shall remain sealed until the next public meeting.

Firms will be able to attend the public opening virtually, see the following instructions:

Visit: https://ocfl.webex.com/ocfl/j.php?MTID=m59bb20319c748f1e60a933cf59c7125b Meeting number: 286 177 361 Password: Go2Meeting Join by phone Option 1: 1-408-792-6300 Access code: 286 177 361 Join by phone Option 2: 1-617-315-0740 Access code: 286 177 361 Join by phone Option 3: 1-602-666-0783 Access code: 286 177 361 The physical meeting location is 400 E. South Street, 2nd Floor, Orlando, Florida 32801

2. QUESTIONS REGARDING THIS RFP

All questions or concerns regarding this Request for Proposals must be submitted in writing, by email as indicated on the coverpage of this RFP, referencing the RFP number.

When required the Procurement Division will issue an addendum to the Request for Proposals. The addendum will be available on the Internet for access by potential proposers. Proposers are instructed not to contact the initiating division directly.

Proposers shall not direct any queries or statements concerning their proposal to the Orange County Procurement Committee or County staff during the selection process, from the time of submission of a proposal until the execution of a contract.

Any proposer who initiates any discussions with staff in any manner other than that described below is subject to disqualification from this procurement. However, you may https://secure.procurenow.com/portal/orangecountyfl https://ocfl.webex.com/ocfl/j.php?MTID=m59bb20319c748f1e60a933cf59c7125b

Section 1, General Terms and Conditions | Page 2 contact the Contracting Agent at any time during this process, including during the Black Out Period.

No oral interpretation of this Request for Proposals shall be considered binding. The County shall be bound by information and statements only when such statements are written and executed under the authority of the Procurement Division Manager.

This provision exists solely for the convenience and administrative efficiency of Orange County. No proposer or other third party gains any rights by virtue of this provision or the application thereof, nor shall any proposer or third party have any standing to sue or cause of action arising there from.

3. CONTRACT TERM

It is the intent of the County to enter into a five (5) year term contract for services as described herein. The contract may be renewed for one (1) additional five (5) year period, upon mutual agreement of both parties. NOTE: If Contract is renewed, the Year #5 Revenue Share percentage shall remain firm throughout the renewal term.

4. AWARD

It is the intent of the County to make one award based on the results of this RFP. Awards shall be all-or-none.

5. DRAFT CONTRACT

The Draft Contract in Section 6 of this agreement is provided for reference and redlining.

Proposed redlines, recommendations, and exceptions will only be considered for terms and conditions within the Draft Contract specified in Section 6.

Proposers are required to use the provided table format provided in Section 5 (Attachments) to articulate any proposed redlines to the Draft Contract provided in Section 6. This structured format must be strictly followed to ensure proper evaluation. Note, exceptions relating to Sections 1-5 will not be considered and should not be submitted.

Proposers are reminded that the purpose of this Request for Proposals (RFP) is to conduct a structured evaluation of competitive proposals. Any deviations from the prescribed RFP format, submission requirements, or fee structure, especially those involving unapproved assumptions that may affect the fee proposal, may hinder the County's ability to evaluate proposals effectively and may result in the proposal being deemed non-responsive. Strict adherence to the submission guidelines is mandatory. Proposers are strongly encouraged to fully utilize the designated question and answer period to obtain all necessary clarifications before finalizing their proposals.

Modifications or alterations to the contract requested by proposer will only be deemed valid if mutually agreed upon in writing by both parties. The County has the right to require the selected respondent to sign the draft contract or to negotiate revisions to the contract language prior to execution of the contract, at its sole discretion.

6. INSURANCE

Section 1, General Terms and Conditions | Page 3

Vendor/Contractor agrees to maintain on a primary basis and at its sole expense, at all times throughout the duration of this contract the following types of insurance coverage with limits and on forms (including endorsements) as described herein. These requirements, as well as the County’s review or acceptance of insurance maintained by Vendor/Contractor is not intended to and shall not in any manner limit or qualify the liabilities assumed by Vendor/Contractor under this contract. Vendor/Contractor is required to maintain any coverage required by federal and state workers’ compensation or financial responsibility laws including but not limited to Chapter 324 and 440, Florida Statutes, as may be amended from time to time.

The Vendor/Contractor shall require and ensure that each of its sub-Vendors/sub- Contractors providing services hereunder (if any) procures and maintains until the completion of their respective services, insurance of the types and to the limits specified herein.

Insurance carriers providing coverage required herein must be licensed to conduct business in the State of Florida and must possess a current A.M. Best’s Financial Strength Rating of A- Class VIII or better.

(Note: State licenses can be checked via www.floir.com/companysearch/ and A.M. Best Ratings are available at www.ambest.com)

Required Coverage:

Commercial General Liability - The Vendor/Contractor shall maintain coverage issued on the most recent version of the ISO form as filed for use in Florida or its equivalent, with a limit of liability of not less than $1,000,000 to enter text per occurrence.

Vendor/Contractor further agrees coverage shall not contain any endorsement(s) excluding or limiting Product/Completed Operations, Contractual Liability, or Separation of Insureds. The General Aggregate limit shall either apply separately to this contract or shall be at least twice the required occurrence limit.

Required Endorsements:

Additional Insured- CG 20 26 or CG 20 10/CG 20 37 or their equivalents.

Note: CG 20 10 must be accompanied by CG 20 37 to include products/completed operations

Waiver of Transfer of Rights of Recovery- CG 24 04 or its equivalent.

Note: If blanket endorsements are being submitted please include the entire endorsement and the applicable policy number.

Business Automobile Liability - The Vendor/Contractor shall maintain coverage for all owned; non-owned and hired vehicles issued on the most recent version of the ISO form as filed for use in Florida or its equivalent, with limits of not less than $500,000 (five hundred thousand dollars) per accident. In the event the Vendor/Contractor does not own automobiles the Vendor/Contractor shall maintain coverage for hired and non-owned auto liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy.

http://www.floir.com/companysearch/ http://www.ambest.com/

Section 1, General Terms and Conditions | Page 4

Workers' Compensation - The Vendor/Contractor shall maintain coverage for its employees with statutory workers' compensation limits, and no less than $100,000 each incident of bodily injury or disease for Employers' Liability. Elective exemptions as defined in Florida Statute 440 will be considered on a case-by-case basis. Any Vendor/Contractor using an employee leasing company shall complete the Leased Employee Affidavit.

Required Endorsements:

Waiver of Subrogation- WC 00 03 13 or its equivalent

Additional Required Coverage:

Cyber Liability- with a limit of not less than $1,000,000 per occurrence/claim

When a self-insured retention or deductible exceeds $100,000 the COUNTY reserves the right to request a copy of Vendor/Contractor most recent annual report or audited financial statement. For policies written on a “Claims-Made” basis the Vendor/Contractor agrees to maintain a retroactive date prior to or equal to the effective date of this contract. In the event the policy is canceled, non-renewed, switched to occurrence form, or any other event which triggers the right to purchase a Supplemental Extended Reporting Period (SERP) during the life of this contract the Vendor/Contractor agrees to purchase the SERP with a minimum reporting period of not less than two years. Purchase of the SERP shall not relieve the Vendor/Contractor of the obligation to provide replacement coverage.

By entering into this contract Vendor/Contractor agrees to provide a waiver of subrogation or a waiver of transfer of rights of recovery, in favor of the County for the workers’ compensation and general liability policies as required herein. When required by the insurer or should a policy condition not permit the Vendor/Contractor to enter into a pre-loss agreement to waive subrogation without an endorsement, then Vendor/Contractor agrees to notify the insurer and request the policy be endorsed with a Waiver of Subrogation or a Waiver of Transfer of Rights of Recovery Against Others endorsement.

Prior to execution and commencement of any operations/services provided under this contract the Vendor/Contractor shall provide the COUNTY with current certificates of insurance evidencing all required coverage. In addition to the certificate(s) of insurance the Vendor/Contractor shall also provide endorsements for each policy as specified above.

All specific policy endorsements shall be in the name of the Orange County. Florida.

For continuing service contracts renewal certificates shall be submitted immediately upon request by either the COUNTY or the COUNTY’s contracted certificate compliance management firm. The certificates shall clearly indicate that the Vendor/Contractor has obtained insurance of the type, amount and classification as required for strict compliance with this insurance section. Vendor/Contractor shall notify the COUNTY not less than thirty (30) business days (ten business days for non-payment of premium) of any material change in or cancellation/non-renewal of insurance coverage. The Vendor/Contractor shall provide evidence of replacement coverage to maintain compliance with the aforementioned insurance requirements to the COUNTY or its certificate management representative five

(5) business days prior to the effective date of the replacement policy (ies).

Section 1, General Terms and Conditions | Page 5

The certificate holder shall read:

Orange County, Florida Risk Management Division 109 E. Church Street, Suite 200 Orlando, FL 32801

7. LAWS AND REGULATIONS

The Respondent's attention is directed to the fact that all applicable Federal and State laws, municipal and county ordinances, and the rules and regulations of all authorities having jurisdiction over any part of the project shall apply to the Contract throughout, and they will be deemed to be included in the Contract the same as though herein written.

Respondents are hereby provided notice of the provisions of Section 287.05701, Florida Statutes

8. POST AWARD MEETING

Within five (5) days after receipt of notification of award, Contractor shall meet with the

County’s representative(s) to discuss job procedures and scheduling.

9. ACCEPTANCE/REJECTION/CANCELLATION

The County reserves the right to accept or reject any or all proposals, with or without cause, to waive technicalities, or to accept the proposal which, in its sole judgment best serves the interest of the County, or to award a contract to the next most qualified proposer if a successful proposer does not execute a contract within thirty (30) days after approval of the selection by the Board of County Commissioners or other competent authority.

The County also reserves the right to reject the proposal of any proposer who has previously failed in the proper performance of an award or to deliver on time contracts of a similar nature or who, in the County’s opinion, is not in a position to perform properly under this award. The County reserves the right to inspect all facilities of proposers in order to make a determination as to the foregoing.

Orange County reserves the right, and the Manager of Procurement Division has absolute and sole discretion, to cancel a solicitation at any time prior to approval of the award by the Board of County Commissioners when such approval is required. The decision to cancel a solicitation cannot be the basis for a protest pursuant to the Orange County Code.

10. DEVELOPMENT OR ASSISTANCE IN DEVELOPMENT OF SPECIFICATIONS/

REQUIREMENTS/ STATEMENTS OF WORK

Firms and/or individuals that assisted in the development or drafting of the specifications, requirements, statements of work, or solicitation documents contained herein are excluded from competing for this solicitation.

This shall not be applicable to firms and/or individuals providing responses to a publicly posted Request for Information (RFI) associated with a solicitation.

Section 1, General Terms and Conditions | Page 6

11. CLARIFICATION

The County reserves the right to request clarification of information submitted and to request additional information of one or more proposers.

12. WITHDRAWAL OF PROPOSAL

Any proposal may be withdrawn until the date and time set above for the submission of the proposals. Any proposals not so withdrawn shall constitute an irrevocable offer, for a period of one hundred and twenty (120) days, to provide to the County the services set forth in this Request for Proposals, or until one or more of the proposals have been awarded.

13. SEALED PROPOSALS

Proposals shall be submitted via the electronic submission portal at:

https://secure.procurenow.com/portal/orangecountyfl, prior to the submission deadline. Proposals will be opened and proposer names shall be disclosed per the public meeting notice.

14. PROPOSAL PREPARATION

Costs of preparation of a response to this request for proposals are solely those of the Proposer. The County assumes no responsibility for any such costs incurred by the Proposer. The Proposer also agrees that the County bears no responsibility for any costs associated with any administrative or judicial proceedings resulting from the solicitation process.

15. ACCOUNTING SYSTEM

The Contractor shall establish and maintain a reasonable accounting system, which enables ready identification of Contractor’s cost of goods and use of funds. The accounting system shall also include adequate records and documents to justify all prices for all items invoiced as well as all charges, expenses and costs incurred in providing the goods for at least five

(5) years after completion of this contract. The County or designee shall have access to books, records, subcontract(s), financial operations, and documents of the Contractor or its subcontractors, as required to comply with this section, for the purpose of inspection or audit anytime during normal business hours at the Contractor’s place of business. This right to audit shall include the contractor’s subcontractors used to procure goods or services under the contract with the County. Contractor shall ensure the County has these same rights with subcontractor(s) and suppliers.

16. SHORTLISTS, PROTESTS AND LOBBYING

The recommended award will be posted for review by interested parties at the Procurement Division and at: http://apps.ocfl.net/OrangeBids/AwardsRec/default.asp prior to submission through the appropriate approval process and will remain posted for a period of five (5) full business days.

Orange County Lobbyist Regulations General Information http://www.orangecountyfl.net/OpenGovernment/LobbingAtOrangeCounty.aspx https://secure.procurenow.com/portal/orangecountyfl http://apps.ocfl.net/OrangeBids/AwardsRec/default.asp http://www.orangecountyfl.net/OpenGovernment/LobbingAtOrangeCounty.aspx

Section 1, General Terms and Conditions | Page 7

A lobbying blackout period shall commence upon issuance of the solicitation until the Board selects the Contractor. For procurements that do not require Board approval, the blackout period commences upon solicitation issuance and concludes upon contract award.

The Board of County Commissioners may void any contract where the County Mayor, one or more County Commissioners, or a County staff person has been lobbied in violation of the black-out period restrictions of Ordinance No. 2002-15.

Orange County Protest Procedures http://www.orangecountyfl.net/VendorServices/VendorProtestProcedures.aspx

Failure to file a protest with the Procurement Manager by 5:00 PM on the fifth full business day, after posting, shall constitute a waiver of bid protest proceedings.

Information regarding Procurement Committee scheduling and Board approvals is available by calling the Procurement Reception Desk at (407) 836-5635.

17. PUBLIC ENTITY CRIME

Section 287.133(3)(d), Florida Statutes, provides that the Florida Department of Management Services shall maintain a list of the names and addresses of those who have been disqualified from participating in the public contracting process under this section.

http://www.dms.myflorida.com/business_operations/state_purchasing/vendor_infor mation/convicted_suspended_discriminatory_complaints_vendor_lists/convicted_ve ndor_list

A person or affiliate who has been placed on The Convicted Vendor list following a conviction for a public entity crime shall not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, shall not submit bids on leases of real property to a public entity, shall not be awarded or perform work as a contractor, supplier, subcontractor, or Contractor under a contract with a public entity, and shall not transact business with any public entity in excess of the threshold amount provided in Florida Statute Section 287.017, for CATEGORY TWO for a period of thirty-six (36) months from the date of being placed on The Convicted Vendor List.

18. AVAILABILITY OF FUNDS

The obligations of the County under this award are subject to the availability of funds lawfully appropriated for its purpose by the State of Florida and the Orange County Board of County Commissioners, or other specified funding source for this procurement.

19. TOBACCO FREE CAMPUS

All Orange County operations under the Board of County Commissioners shall be tobacco free. This policy shall apply to parking lots, parks, break areas and worksites. It is also applicable to contractors and their personnel during contract performance on county-owned property. Tobacco is defined as tobacco products including, but not limited to, cigars, cigarettes, e-cigarettes, pipes, chewing tobacco and snuff. Failure to abide by this policy http://www.orangecountyfl.net/VendorServices/VendorProtestProcedures.aspx http://www.dms.myflorida.com/business_operations/state_purchasing/vendor_information/convicted_suspended_discriminatory_complaints_vendor_lists/convicted_vendor_list http://www.dms.myflorida.com/business_operations/state_purchasing/vendor_information/convicted_suspended_discriminatory_complaints_vendor_lists/convicted_vendor_list http://www.dms.myflorida.com/business_operations/state_purchasing/vendor_information/convicted_suspended_discriminatory_complaints_vendor_lists/convicted_vendor_list

Section 1, General Terms and Conditions | Page 8 may result in civil penalties levied under Chapter 386, Florida Statutes and/or contract enforcement remedies.

20. SINGLE-USE PRODUCTS

The Board of County Commissioners has established a single-use products and plastic bags policy intended to reduce the use of products which have become globally recognized as having lasting negative impacts on the environment.

Neither single-use products nor plastic bags may be sold or disbursed on County property by staff or contracted vendors, except as set forth in Orange County Administrative Regulation 9.01.03. Failure to comply with the Regulation may result in termination of the contract or other contractual remedies, and may affect future contracting with the County.

The use of reusable, recyclable, biodegradable, or compostable materials is encouraged.

21. VERIFICATION OF EMPLOYMENT STATUS

The Contractor is required to be registered with the U.S. Department of Homeland Security’s E-Verify system prior to entering into a contract with Orange County. The Contractor shall use the E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the contract term. The Contractor shall include an express provision in all of its subcontracts requiring subcontractors, who perform work or provide services pursuant to the contract, to use the E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the contract term. The Contractor shall obtain from its subcontractor(s) an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. For more information on this process, please refer to United States Citizenship and Immigration Service site at:

http://www.uscis.gov/portal/site/uscis.

Only those employees determined eligible to work within the United States shall be employed under this contract.

By submission of a proposal in response to this solicitation, the Contractor affirms that all employees in the above categories shall undergo e-verification before placement on this contract. The Contractor shall commit to comply with this requirement by completing the E-Verification certification, attached to this solicitation.

A public employer, contractor, or subcontractor who has a good faith belief that a person or entity with which it is contracting has knowingly violated Section 448.09(1), Florida Statutes is obligated to terminate the contract with the person or entity pursuant to Section 448.095(5)(c)1, Florida Statutes. If Orange County terminates the contract for the foregoing reason, the contractor may not be awarded a public contract for at least one (1) year after the date on which the contract was terminated, and the contractor will be liable for any additional costs incurred by Orange County as a result of the termination of the contract.

http://www.uscis.gov/portal/site/uscis

Section 1, General Terms and Conditions | Page 9

22. SCHEDULE OF SUBCONTRACTING

Proposers shall list all proposed sub-contractors to be used, regardless of racial or gender grouping. Include names, addresses, phone numbers, type of work subcontracted (discipline, trade or commodity), proposed percentage of work, and the M/WBE or Majority designation (M/WBE or Non-M/WBE).

23. EQUAL OPPORTUNITY

It is hereby declared that equal opportunity and nondiscrimination shall be the County’s policy intended to assure equal opportunities to every person, regardless of race, religion, sex, sexual orientation and gender expression/identity, color, age, disability or national origin, in securing or holding employment in a field of work or labor for which the person is qualified, as provided by Section 17-314 of the Orange County Code and the County Administrative Regulations.

Further, the Contractor shall abide by the following provisions:

A. The Contractor shall represent that the Contractor has adopted and maintains a policy of nondiscrimination as defined by applicable County ordinance throughout the term of this contract.

B. The Contractor shall allow reasonable access to all business and employment records for the purpose of ascertaining compliance with the non-discrimination provision of the contract.

The provisions of the prime contract shall be incorporate by the Contractor into the contracts of any applicable subcontractors.

24. CONFLICT OF INTEREST

The award is subject to provisions of applicable State Statutes and County Ordinances. All proposers must disclose with their offer the name of any officer, director, or agent who is also an employee of Orange County. Further, all proposers must disclose the name of any County employee who owns, directly or indirectly, an interest of ten percent (10%) or more in the Proposer’s firm or any of its branches. Should the Contractor permanently or temporarily hire any County employee who is, or has been, directly involved with the Contractor prior to or during performance of the resulting contract, the contract shall be subject to immediate termination by the County.

25. DEBRIEFING OF PROPOSERS

Not later than thirty (30) days after Board approval of a selection or shortlist, a proposer may submit a written request to the applicable contracting agent for a debriefing on the evaluation of their proposal. The contracting agent will schedule a meeting with the Proposer for the debriefing. However, at the Proposer’s request, the debriefing may be conducted via telephone conference. The debriefing shall include the following minimum information:

A. Key requirements of the solicitation.

Section 1, General Terms and Conditions | Page 10

B. The overall ranking of all proposals.

C. The significant weaknesses or deficiencies in the proposal in response to the requirements of the solicitation.

D. If requested, an explanation of the score received for each evaluation criteria will be provided, including costs, if applicable.

E. If applicable, a summary of the rationale for award.

F. Responses to any relevant questions of the Proposer.

Untimely debriefing requests will also be considered.

26. REFERENCE CHECKS

The contact person listed as a reference shall be someone who has personal knowledge of the Proposer’s performance during the referenced contract. Contact persons shall have been informed that they are being used as a reference and that the County may be contacting them. More than one person can be listed but all shall have knowledge of the project. DO NOT list principals or officers who will not be able to answer specific questions regarding the project.

Failure of references listed to respond to the County’s inquiries may negatively impact the evaluation of the Proposal. The reference shall be the owner or a representative of the owner.

27. CONFIDENTIAL INFORMATION

In accordance with Chapter 119 of the Florida Statutes (Public Records Law), and except as may be provided by other applicable State or Federal Law, all bidders/proposers should be aware that formal solicitations and the responses thereto are in the public domain.

Requests for confidential treatment will not supersede the County’s legal obligation to provide records to the public consistent with public records law. Bidders/proposers must cite specific, applicable legal grounds to support a request for confidential treatment, of any portion of a bid/proposal. Requests by bidders/proposers to keep entire bids/proposals confidential are generally not supported by public records laws. At a minimum, the County will disclose the successful bidder’s/proposer’s name, the substance of the bid/proposal, and the price.

If the bidder/proposer requests confidential treatment, bidder/proposer must submit an additional copy of the bid/proposal with the proposed confidential information redacted.

This copy must include a general description of the information redacted, and shall only be redacted in the least expansive manner necessary to effectuate the requested exemption(s).

In a separate attachment, bidder/proposer shall supply a listing of the provisions identified by section number for which it seeks confidential treatment and identify the statutory basis under Florida law, including a detailed justification for exempting the information from public disclosure.

Section 1, General Terms and Conditions | Page 11

Bidder/proposer shall hold harmless and indemnify the County for all claims, actions, suits, judgments, fines, costs or damages the County may incur as a result of bidder’s/proposer’s request for confidential treatment of its bid/proposal. Bidder/proposer agrees and understands that the County may make copies of, and distribute, the bid/proposal without any requested redactions, to facilitate evaluation. Bidder/proposer warrants that such copying will not violate the rights of any third party.

28. PUBLIC RECORDS COMPLIANCE

(APPLICABLE FOR SERVICE CONTRACTS

Orange County is a public agency subject to Chapter 119, Florida Statutes. The Contractor agrees to comply with Florida’s Public Records Law. Specifically, the Contractor shall:

1. Keep and maintain public records required by Orange County to perform the service.

2. Upon request from Orange County’s custodian of public records, provide Orange County 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 this chapter or as otherwise provided by law.

3. Ensure that public records that are exempt or confidential and exempt from the public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to Orange County.

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

5. A Contractor who fails to provide the public records to Orange County within a reasonable time may be subject to penalties under section 119.10, Florida Statutes.

6. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE

APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO

THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC

RECORDS RELATING TO THIS CONTRACT, CONTACT THE

CUSTODIAN OF PUBLIC RECORDS AT :

PROCUREMENT PUBLIC RECORDS LIAISON

400 E. SOUTH STREET, 2ND FLOOR, ORLANDO, FL 32801

PROCUREMENTRECORDS@OCFL.NET, 407-836-5635

mailto:ProcurementRecords@ocfl.net

Section 1, General Terms and Conditions | Page 12

29. FEDERAL AND STATE TAX

The County is exempt from Federal and State Sales and Use Taxes for tangible personal property (Certificate of Registry for tax transactions under Chapter 32, Internal Revenue Code and Florida Sales/Use Tax Exemption Certificate). The Manager, Procurement Division will sign an exemption certificate submitted by the Contractor.

Contractors doing business with the County shall not be exempted from paying sales tax to their suppliers for materials to fulfill contractual obligations with the County, nor shall any Contractor be authorized to use the County’s Tax Exemption Number in securing such materials.\

30. PROPRIETARY/RESTRICTIVE SPECIFICATIONS

If a proposer considers the specification contained herein to be proprietary or restrictive in nature, thus potentially resulting in reduced competition, they are urged to contact the Procurement Division prior to bid opening. Specifications which are unrelated to performance will be considered for deletion via addendum to this Request for Proposals.

31. MISTAKES

In the event of extension error(s), the unit prices will prevail and the proposer’s total offer will be corrected accordingly. In the event of addition errors, the extended totals will prevail and the Proposer’s total will be corrected accordingly. Any discrepancy between words and numbers will be resolved in favor of the written words. Proposers must check their submissions where applicable. Failure to do so will be at the Proposer’s risk.

Proposals having erasures or corrections must be initialed in ink by the Proposer.

32. CONTRACTUAL AGREEMENT

This solicitation shall be included and incorporated in the final contract or purchase order.

The order of contract precedence will be the contract (purchase order), solicitation, and proposal. Any and all legal actions associated with this Request for Proposals and/or the resultant contract (purchase order) shall be governed by the laws of the State of Florida.

Venue for any litigation involving this contract shall be the Ninth Circuit Court in and for Orange County, Florida.

33. PAYMENT TERMS/DISCOUNTS

The County’s payment terms are in accordance with Florida Statute 218, Local

Government Prompt Payment Act. Cash discounts for prompt payment will be considered in determining the lowest net cost for fee proposal evaluation purposes. Notwithstanding the above, discount payment terms shall not be less than net 30 calendar days from receipt of correct invoice.

34. ANTI-HUMAN TRAFFICKING

Section 1, General Terms and Conditions | Page 13

By submitting an offer in response to this solicitation, the respondent acknowledges that, if recommended for award, the timely execution of a Human Trafficking Affidavit is a condition of the contract.

Execution of any contract resulting from the award of this solicitation shall require respondents to attest, under penalty of perjury, that Contractor does not use coercion for labor or services as defined in Section 787.06(2), Florida Statutes. Respondents are cautioned to review this form in detail as it is a firm requirement of the Contract. The Human Trafficking Affidavit can be found at on the County's Forms and Resources website (https://www.ocfl.net/vfr).

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SECTION 2

SCOPE OF SERVICES

Section 2; Scope of Services | Page 1

SCOPE OF SERVICES

PURPOSE

The Contractor will provide Digital Advertising Services at the Orange County Convention Center

(OCCC).

BACKGROUND AND PROJECT OVERVIEW

The Orange County Convention Center (OCCC) is managed, maintained, and operated by the Orange County Board of County Commissioners, a political subdivision of the State of Florida.

The mission of the Orange County Convention Center is economic development. By hosting regional, national and international conventions, meetings and trade shows, the Center infuses the local economy with new money and expanding business opportunities. The mission of our staff is to provide outstanding service to the clients and users of the Center, to stimulate their desire to return and to enhance the community’s reputation for excellence.

The Center contains approximately 7.0 million gross square feet of space, including approximately 2.1 million gross square feet of exhibit space and approximately 500,000 square feet of meeting room space. The OCCC normally hosts in excess of 1 million guests annually, consisting of show management companies, exhibitors, and event attendees, and historically has averaged over 150 hosted events per year.

The successful Contractor shall be an official Service Partner of the OCCC to provide Digital Advertising Services within the OCCC campus. The OCCC controls and operates a Digital Signage Network (DSN) within the West and North/South Buildings of the OCCC for the purpose of selling advertising to clients, exhibitors, and to national, regional, and local customers. The County intends to award a contract to be an official OCCC Service Partner provider of digital advertising services described herein and responsible for contracting directly with clients and customers to sell advertising, streaming services, and content delivery through the DSN at the OCCC.

The successful Contractor shall provide subject matter guidance to all customers for conceptual options and overall design, signage type(s), location placement, display content, playlist sequence, and software application (as compatible with the OCCC’s infrastructure). Static and print advertising are specifically not included in this contract. Contractor’s access to the DSN infrastructure shall be attained only through OCCC’s ISS division specific approval. The Contractor shall utilize the existing locations, hardware, media players and housings, and may also provide their own additional equipment to supplement the needs for a given show or event. Advertising shall include, but not be limited to, single-day and multi-day periods, short and long duration and range from event-specific promotions to national annual offerings. There are presently forty (40) specific permanent/fixed locations on the OCCC’s campus where digital advertising is available to be displayed (See enclosed Exhibit A). Any new locations added as part of any future facility expansion shall be included and available under this contract. As an integral part of this contract the Contractor shall provide the OCCC with a percentage share of revenue, based on gross sales of all digital advertising revenue, as proposed and awarded in accordance with the Contract.

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A. Overview and Objectives

The successful Contractor shall be the official preferred (non-exclusive) Service Partner to provide digital advertising services at the OCCC, however no other contractor shall be permitted to utilize any of the permanent/fixed locations at the OCCC where digital advertising is available to be displayed, and no other contractor shall be permitted access through the DSN or the networked content management software of the Contractor. However, show management and event exhibitors are permitted to display their own stand-alone digital signage content within their leased space, but are not permitted access through the DSN.

B. Revenue Share Structure

1. The Contractor shall provide to the Orange County Convention Center (OCCC) a percentage share of revenue (commission), based on the total of all “Gross Sales” of all advertising revenue in accordance with rate(s) provided on the Fee Proposal Form.

The Initial Contract Term shall be a period of five (5) years from Contract Start Date. The revenue share percentage rate(s) shall be at the applicable percentage for the respective Contract Years 1 through 5, as proposed and awarded. The revenue share rate for commission to OCCC shall apply at the time of Contractor’s receipt of sales revenue from client or customer. If the Contract is renewed following the completion of the Initial 5-Year Contract Term, the revenue share percentage rate(s) shall remain firm at the Contract Year #5 rate(s) continuously for the duration of the 5-year renewal term period.

Commissions shall be due and paid in full for services rendered in any given month no later than the thirtieth (30th) day of the following month. The Contractor shall pay commissions to the OCCC on the gross sales revenue, on a monthly basis, and based on the revenue share percentage rate(s) as proposed and awarded. Payments not received by the last day of the following month are subject to an Unsatisfactory Performance Notice. Repeated or continued failure to remit proper commissions on a timely basis may result in further action, up to and including, termination of contract.

2. The Contractor shall keep proper books and records, and provide the County with monthly statements of receipts, detailed by Client, as directed by OCCC. Revenues shall be itemized in the report by specific event, or otherwise by customer.These statements shall be forwarded to the OCCC Financial Administration Section along with monthly commissions. Commissions should be submitted to the OCCC concurrent with the month they were received by the client or customer. Payments not received by the thirtieth (30th) of the following month are subject to an Unsatisfactory Performance Notice. Repeated or continued failure to remit proper commissions on a timely basis may result in further action, up to and including, termination of

3. The monthly commission payments by the Contractor to the County are as specified under this

Contract in the Fee Proposal Form.

Section 2; Scope of Services | Page 3

4. Revenue Payments to County

The monthly amounts to be paid by the Contractor to the COUNTY as specified under this Contract, Fee Proposal Form. Revenue generated by Digital Advertising Services are paid by the client or customer to the awarded Digital Advertising Services Contractor. The Contractor shall make monthly payments, payable to the Orange County Convention Center Business Division, Financial Administration Section, in the time and as specified by this contract.

Payments shall be sent to the below address and shall include a copy of a detailed monthly sales revenue report, or as otherwise directed by the OCCC.

Orange County Convention Center Business Division

Financial Administration Section PO Box 691509, Orlando, Florida, 32869-1509

C. Contractor Responsibilities

1. The Contractor, with the OCCC’s coordination and assistance, shall proactively lead and introduce, explain, and/or demonstrate possible content and streaming options, digital displays, locations, and other features and programming options, and shall provide these efforts and activities during all phases of client interactions (including but not limited to target marketing, site visits, planning visits, active show days, etc.) and shall make every reasonable effort to accommodate the needs and wishes of clients and prospective clients. The OCCC is a top-tier convention center and the Contractor shall promote and continue that same philosophy and reputation. To that end, the Contractor shall initiate and maintain contact with current or prospective clients and customers, and continue to research and offer to clients new and emerging technologies and services as it relates to this contract, throughout the entirety of the

2. Following execution of the contract, the Contractor shall submit its proposed advertising pricing structure and options to OCCC, as intended for use throughout the contract as well as for any given show or event. The OCCC retains the right of final approval for advertising rates proposed to a given client or customer.

3. The Contractor shall be responsible for product delivery services to clients and customers from pre-sale through post-run, with tasks to include, content design and creative services, content upload, editing, and display management. The Contractor’s digital signage software shall provide automatic player updates, content scheduling media library, multi-screen support, proof of performance reports, remote display management, and similar services to clients and customers.

4. If a client or show management chooses to provide their own mobile digital displays, permitted within their leased space only, the Contractor may work directly with the show’s client for any general or technical support requirements if requested by OCCC, or if requested by the client, however such client-provided displays and related services are not subject to revenue share to

OCCC.

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5. Key Personnel. The Contractor shall assign to the OCCC a highly competent dedicated onsite

Sales Manager who will be readily available and proactively work with the OCCC to help promote the available digital advertising services and offerings to clients and customers. The Contractor’s onsite Sales Manager shall not be replaced without input from the Executive Director or his designee. As this Key Personnel position is important to the success of the Digital Advertising operations at the OCCC, the Contractor shall ensure an experienced and high performing individual serving in this role shall foster continued relationships and repeat business with clients for the overall mutual benefit of the Contractor and the OCCC. If at any time this position becomes vacant, the Contractor is expected to provide next level management to staff the position and handle same responsibilities in the interim.

6. The Sales Manager shall be the primary liaison to OCCC staff and shall ensure top-tier service levels are consistently provided.