General Market Advertising Services - Florida Lotteryflalottery.com/exptkt/ITN-GeneralMarketAdvertising.pdf · Includes but is not limited to television, radio, print, out-of-home

General Market Advertising Services Reply Certification Form

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Vendor Name (Primary): _________________________________________________________________ Vendor Mailing Address: ________________________________________________________________ City, State, Zip: __________________________________________________________________________ Telephone: ( ) ___________________________ Fax Number: ( ) __________________________ E-Mail Address: __________________________________________________________________________ D-U-N-S Number: ________________________________________________________________________ Federal Employer Identification Number (FEID): __________________________________________ Contact Person: ___________________________________________________________________________________ If a Joint Reply, responsibilities Primary Vendor is proposing to undertake: _____________________ ____________________________________________________________________________________________________ BY AFFIXING MY SIGNATURE ON THIS REPLY, I HEREBY STATE THAT I HAVE READ THE ENTIRE SOLICITATION TERMS, CONDITIONS, PROVISIONS, SCOPE OF WORK AND ALL ITS ATTACHMENTS. I hereby certify that my organization, its employees, and its principals agree to abide to all of the terms, conditions, provisions and scope of work during the competitive solicitation and any resulting Agreement. I certify that my organization is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and is not engaged in business operations in Cuba or Syria. Authorized Representative: This certification must be signed by an Authorized Representative of the responding Vendor. A document establishing delegated authority must be included with the Reply if signed by other than the Authorized Representative. For Joint Replies, the Authorized Representative from the primary Vendor will serve as the sole point of contact between the Lottery and joint responding firms. Printed (Typed) Name: ___________________________________________________________________ Title: ______________________________________________________________________________________ Signature: ________________________________________________________________________________ Date: _____________________________________________________________________________________


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Only Applicable for Joint Replies Must be executed by each Vendor submitting a Joint Reply

Vendor Name (Joint): ____________________________________________________________________ Vendor Mailing Address: ________________________________________________________________ City, State, Zip: __________________________________________________________________________ Telephone: ( ) ___________________________ Fax Number: ( ) __________________________ E-Mail Address: __________________________________________________________________________ D-U-N-S Number: ________________________________________________________________________ Federal Employer Identification Number (FEID): __________________________________________ Contact Person: __________________________________________________________________________________ Responsibilities Joint Vendor is proposing to undertake: _________________________________________ ____________________________________________________________________________________________________ BY AFFIXING MY SIGNATURE ON THIS REPLY, I HEREBY STATE THAT I HAVE READ THE ENTIRE SOLICITATION TERMS, CONDITIONS, PROVISIONS, SCOPE OF WORK AND ALL ITS ATTACHMENTS. I hereby certify that my organization, its employees, and its principals agree to abide to all of the terms, conditions, provisions and scope of work during the competitive solicitation and any resulting Agreement. I certify that my organization is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and is not engaged in business operations in Cuba or Syria. Authorized Representative: This certification must be signed by an Authorized Representative of the responding Vendor. A document establishing delegated authority must be included with the Reply if signed by other than the Authorized Representative. For Joint Replies, the Authorized Representative from the primary Vendor will serve as the sole point of contact between the Lottery and joint responding firms. Printed (Typed) Name: ___________________________________________________________________ Title: ______________________________________________________________________________________ Signature: ________________________________________________________________________________

Date: ______________________________________________________________________________


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Substantial Subcontractor Listing Vendor must complete for each Substantial Subcontractor proposed.

Substantial Subcontractor Name: ________________________________________________________

Mailing Address: _________________________________________________________________________

City, State, Zip: __________________________________________________________________________

Telephone: ( ) ___________________________ Fax Number: ( ) __________________________

E-Mail Address: __________________________________________________________________________

D-U-N-S Number: ________________________________________________________________________

Federal Employer Identification Number (FEID): __________________________________________

Roles & Responsibilities proposed: ____________________________________________________________

____________________________________________________________________________________________________


Mailing Address: _________________________________________________________________________

City, State, Zip: __________________________________________________________________________


E-Mail Address: __________________________________________________________________________

D-U-N-S Number: ________________________________________________________________________



____________________________________________________________________________________________________


Mailing Address: _________________________________________________________________________

City, State, Zip: __________________________________________________________________________


E-Mail Address: __________________________________________________________________________

D-U-N-S Number: ________________________________________________________________________



____________________________________________________________________________________________________

Florida Lottery Invitation to Negotiate #001-14/15 Page i General Market Advertising Services & Related Commodities and Services

TABLE OF CONTENTS

PART 1: DEFINITIONS ........................................................................................................ 3

PART 2: SOLICITATION PROCESS, SCHEDULE AND CONSTRAINTS ........................................ 6

2.1. Introduction ................................................................................................................. 6 2.2. Headings .................................................................................................................... 6 2.3. Procurement Authority .................................................................................................. 6 2.4. Applicable Laws and Procedures ................................................................................... 7 2.5. Issuing Officer ............................................................................................................. 7 2.6. Restriction on Communications ...................................................................................... 7

2.6.1. Hiring and Other Business Relationships with Lottery Staff ................................... 8

2.7. Schedule of Events ....................................................................................................... 8 2.8. Addenda or Notices .................................................................................................. 10 2.9. Vendor Questions ...................................................................................................... 10 2.10. Public Record Requests ............................................................................................... 10 2.11. Protests ..................................................................................................................... 10 2.12. Vendor Felonies, Convicted, Discriminatory & Scrutinized Companies Lists ....................... 11 2.13. Costs Associated with Reply ........................................................................................ 12 2.14. Persons Requiring Special Accommodations ................................................................. 12 2.15. Reply Receipt and Opening ........................................................................................ 12 2.16. Disclosure and Ownership of Reply Contents by the Lottery ............................................ 13 2.17. Withdrawal from Consideration .................................................................................. 13 2.18. Clarification Process ................................................................................................... 13 2.19. Acceptance/Rejection of Replies ................................................................................. 13 2.20. Reply Qualification & Cure Process .............................................................................. 13 2.21. Information from Other Sources ................................................................................... 14 2.22. Non-Responsive Replies .............................................................................................. 14 2.23. Disqualification for Non-Responsibility .......................................................................... 14 2.24. Evaluation Team ........................................................................................................ 15 2.25. Evaluation Criteria ..................................................................................................... 15

2.25.1. Scoring and Ranking .................................................................................... 15 2.25.2. Phase II: Creative Work Assignments, Oral Presentation & Interview .................. 16

2.26. Identical Tie Bids ....................................................................................................... 16 2.27. Cost Reply Opening ................................................................................................... 16 2.28. Negotiation Process ................................................................................................... 17 2.29. Notice of Agency Decision ......................................................................................... 17 2.30. Contract Preparation .................................................................................................. 17

2.30.1. Contracting Officer ....................................................................................... 17 2.30.2. Contract Execution ....................................................................................... 18

PART 3: SCOPE OF WORK ............................................................................................... 19

3.1. Introduction ............................................................................................................... 19 3.2. Scope ....................................................................................................................... 19 3.3. Desired Qualifications ................................................................................................ 20 3.4. Account Management ................................................................................................ 20

3.4.1. Co-Location at the Lottery .............................................................................. 20

Florida Lottery Invitation to Negotiate #001-14/15 Page ii General Market Advertising Services & Related Commodities and Services

3.5. Agreement Terms and Conditions / Performance Requirements and Deliverables .............. 21

PART 4: INSTRUCTIONS FOR PREPARING AND SUBMITTING REPLIES ................................. 22

4.1. Joint Replies .............................................................................................................. 22 4.2. Reply Format ............................................................................................................. 22

4.2.1. Reply Tenure ................................................................................................ 23 4.2.2. Confidential Reply Materials .......................................................................... 23 4.2.3. Reply Execution ............................................................................................ 24

4.3. Reply Contents .......................................................................................................... 24 4.4. Volume One: Reply Qualification ................................................................................ 26

4.4.1. Financial Review .......................................................................................... 26 4.4.2. Background Investigations & Disclosures ......................................................... 27 4.4.3. Licensing by Department of State .................................................................... 29 4.4.4. Acknowledgement of Addenda ...................................................................... 29 4.4.5. RESPECT of Florida ....................................................................................... 29 4.4.6. Reply Bond .................................................................................................. 30 4.4.7. Litigation Bond ............................................................................................. 30 4.4.8. Preference to Florida Businesses ..................................................................... 31

4.5. Volume Two: Vendor Scope of Work Response & Solution ............................................. 31

4.5.1. Advertising Approach ................................................................................... 31 4.5.2. Vendor Qualifications and Experience ............................................................ 31 4.5.3. Vendor Personnel Qualifications (Staffing Plan) ................................................ 33 4.5.4. Examples of Executed Advertising .................................................................. 33 4.5.5. Optional Offerings ....................................................................................... 35

4.6. Volume Three: Creative Work Assignments ................................................................... 35 4.7. Volume Four: Cost Reply ............................................................................................. 36 4.8. Copies of Replies ....................................................................................................... 37

4.8.1. Administrative & Technical Reply .................................................................... 37 4.8.2. Volume Four: Cost Reply ............................................................................... 37

4.9. Packaging & Labeling ................................................................................................ 38

4.9.1. Administrative & Technical Reply .................................................................... 38 4.9.2. Cost Reply ................................................................................................... 38

Attachments Reply Certification Form Attachment A: Special Terms and Conditions Attachment B: Evaluator Multiplier Score Form (Phase I) Attachment C: Cost Reply Form Attachment D: Creative Work Assignments Attachment E: Evaluator Multiplier Score Form (Phase II)

Procurement Library (Hyperlinked)

Florida Lottery Overview Advertising Guidelines Vendor Diversity Agreement Terms Mandatory Requirements of Agreement RESPECT of Florida Agreement Terms Vendor Personal Profile Form Disclosure Affidavit Certification as to Criminal Convictions Certification as to a Drug Free Workplace

Florida Lottery Invitation to Negotiate #001-14/15 Page 3 General Market Advertising Services & Related Commodities and Services

PART 1: DEFINITIONS

Advertising Campaign:

A group of advertisements, commercials and related promotional materials and activities that are designed to be used as part of a coordinated and integrated advertising plan to meet the specified advertising objectives of the Lottery.

Agreement:

The two-party signature document (or three-party in the event a parent company serves as financial guarantor or a joint Reply) entered into between the Lottery and the successful Vendor of this Solicitation. The Agreement will incorporate the terms of all related Solicitation documents, including but not limited to any addenda to the Solicitation; the successful Vendor's Proposal; any provisions added/modified as a result of negotiations; and the Contractor’s annual Marketing Plan as an integral part of the Agreement.

The terms “Contract” and “Agreement” may be used interchangeably.

In the event of a conflict in language among any of the documents referenced above, the provisions and requirements of the Agreement will govern.

Authorized Representative: The owner, corporate officer or director of the Vendor, Substantial Subcontractor, or party authorized to legally bind it in a contractual obligation.

Best Value: Highest overall value to the State based on factors that include but are not limited to price, quality, design and workmanship.

Business Day: Monday through Friday except legal holidays observed by the State of Florida, Saturdays and Sundays. The terms “working days” and “business days” may be used interchangeably.

Creative: Includes but is not limited to television, radio, print, out-of-home (OOH), digital advertising, plus an extensive array of merchandising items and point of sale materials.


Creative Concepts:

The Contractor’s work under the resulting Agreement to ultimately define and present to the Lottery different models for possible Advertising Campaigns which are appropriate for the Lottery’s needs at any time, including but not limited to the process of determining which Production, Media, merchandising items, and point of sale materials should be used.

Creative Concepts include, but are not limited to, proposals for advertising in television, radio, print, out-of-home, digital advertising, and use of an extensive array of merchandising items and point-of-sale materials.

Contractor: The Vendor with whom the Lottery executes an Agreement to provide the required commodities or contractual services pursuant to this Solicitation.

Contract Manager:

An employee of the Lottery’s staff designated by the Secretary, that will be responsible for enforcing the performance of the Agreement terms & conditions and serve as a liaison with the Contractor.

Cost Estimate:

The document prepared by the Contractor for Lottery approval of expenditures that are reimbursable by the Lottery pursuant to the resulting Agreement, which includes a clearly-defined scope of work and an itemized assessment detailing the proposed financial obligations resulting to the Lottery.

Day: A calendar day.

Florida Accountability Contract Tracking System (FACTS):

State of Florida, Department of Financial Services’ centralized, online statewide contract reporting system.

Flight:

In media scheduling, a term that indicates the length of the advertising period. Typically, an advertising campaign runs for a specified number of weeks, followed by a period of inactivity, and then is resumed. Each activity period is known as a flight.

Fiscal Year (FY): The Lottery’s fiscal year begins July 1 and ends June 30.

General Market: Non-Spanish Language Market

Invitation to Negotiate (ITN):

The process used to communicate procurement requirements and request responses from interested vendors. A written or electronically posted solicitation for competitive sealed replies to select one or more vendors with which to commence negotiations for the procurement of commodities or contractual services.

The terms “ITN” and “Solicitation” may be used interchangeably.


Lottery: The State of Florida, Department of the Lottery.

Media:

The various mass media that can be employed to carry advertising messages to potential audiences or target markets for products, services, organizations, or ideas. These include, but are not limited to, digital, social Media, spot television, cable television, spot radio, magazines, newspapers, print and out-of-home advertising.

Production:

A Creative Concept approved by the Lottery, to be performed by either the Contractor or Contractor’s Subcontractor, and that includes but is not limited to work managing the delivery and receipt of the approved Creative Concept, which includes but is not limited to scripts and talent.

Reply: The complete written response of a Vendor to this Solicitation including properly completed forms, supporting documents, and attachments.

Secretary: The Secretary of the Florida Lottery or an employee of the Lottery authorized to act on behalf of the Secretary.

State: The State of Florida and its departments, boards and commissions, officers and employees.

Subcontractor: Any person other than an employee of the Contractor who provides products or performs any of the services listed in this Solicitation for compensation.

Substantial Subcontractor:

Any subcontractor to which the Contractor subcontracts a substantial portion of the work to be performed under the resulting Agreement, as provided in section 24.111(2)(a)4, Florida Statutes. This includes related work that is critical to the security, integrity, or operational performance of the Lottery.

Successful Vendor: The Vendor to whom the Lottery awards and with whom the Lottery intends to execute an Agreement pursuant to this Solicitation.

Vendor: Any organization, joint venturer or person who submits materials to the Lottery in response to this Solicitation.

Vendor Bid System (VBS): The State of Florida centralized, internet-based vendor information system at: http://vbs.dms.state.fl.us/vbs/main_menu.

END OF SECTION


PART 2: SOLICITATION PROCESS, SCHEDULE AND CONSTRAINTS

2.1. INTRODUCTION

The Florida Lottery (the "Lottery") is a unique state agency that functions as an entrepreneurial enterprise to generate funds for the enhancement of public education. Advertising services are essential to communicate Lottery games and promotions for increased sales. The purpose of this Invitation to Negotiate (the “ITN”) is to establish a multi-year Agreement (refer to Attachment A, section 1.3: Term) for advertising services & related commodities and services as specified in Part 3 of this Solicitation.

Vendors can ensure their company is registered to receive e-mail notification of advertisements, addenda and notices by visiting the following link: http://vbs.dms.state.fl.us/vbs/main_menu and selecting the “E-mail Notification” link. The commodity code vendors should register for pertaining to this Solicitation is: “82100000: Advertising”, “80171603: Publicity and Marketing Advisory”, and “80140000: Marketing and Distribution”.

The Lottery hereby incorporates by reference the material and attachments contained herein, and addenda to this Solicitation, as well as the Library of Procurement Information and Standard Forms (the “Library”) pertinent to the preparation of Replies and the understanding of the Agreement requirements, with each applicable document/form identified as a hyperlink in this Solicitation. The Library is located on the Lottery’s Internet site and the URL is: http://www.flalottery.com/solicitations.do.

If unable to read or download material from this site, Vendors should contact the Issuing Officer identified in section 2.5. It is the sole responsibility of Vendors to monitor this site, as additional notifications may not be provided when information or materials are added.

Disclosure of Reply contents by a Vendor or agent of the Vendor prior to the Reply becoming a public record may result in rejection of the Reply at the Lottery’s discretion.

The Lottery reserves the right, at its sole discretion, to cancel this Solicitation at any time during the Solicitation process.

Throughout this Solicitation, where it is logical and reasonable to do so, the singular may be read as the plural and the plural as the singular.

2.2. HEADINGS

The headings used in this Solicitation are for convenience only and will not affect the interpretation of any of the terms and conditions hereof.

2.3. PROCUREMENT AUTHORITY

Vendors preparing a Reply should be familiar with the Florida Public Education Lottery Act (“Lottery Act”), which establishes the purpose, powers, duties, and procedural framework of the Lottery. The Lottery Act, Chapter 24, Florida Statutes, may be found at www.leg.state.fl.us.


This Solicitation, and all activities leading toward the anticipated signing of an Agreement pursuant to this Solicitation, is conducted under Chapters 24 and 287, Florida Statutes; Rule 53ER07-55; and Chapter 60A, Florida Administrative Code, as applicable. The Lottery considers it in the best interest of the State of Florida to acquire the commodities and services described herein through a competitive procurement process.

2.4. APPLICABLE LAWS AND PROCEDURES

Applicable provisions of all federal, state, county and local laws, and administrative procedures, regulations or rules will govern the development, submittal, evaluation, and negotiation of all Replies received in response hereto and will govern any and all claims and disputes which may arise between persons submitting a Reply hereto and the Lottery. Lack of knowledge of the law or applicable administrative procedures, regulations or rules by any Vendor will not constitute a cognizable defense against their effect.

Also applicable are any requirements, rules or procedures required by the Multi-State Lottery Association and Rule 71A, Florida Administrative Code.

2.5. ISSUING OFFICER

The Issuing Officer, acting on the Lottery's behalf, is responsible for issuing this Solicitation along with any changes, additional materials, or addenda. The Issuing Officer is the sole point of contact with regard to all procurement matters relating to this Solicitation, from the date of issuance of this Solicitation until the Lottery’s Notice of Agency Decision.

All communication concerning this Solicitation should be addressed in writing to the Issuing Officer:

Ms. Summer Silvestri Procurement Management

Florida Lottery 250 Marriott Drive

Tallahassee, Florida 32301 Fax: (850) 487-7760

Email: [email protected]

All emails to the Issuing Officers should contain the Solicitation Number in the subject line of the email.

2.6. RESTRICTION ON COMMUNICATIONS

Vendors responding to this Solicitation or persons acting on their behalf may not contact, between the release of the Solicitation and the end of the seventy-two (72) hour period following the Lottery posting the notice of intended award, excluding Saturdays, Sundays, and state holidays, any employee or officer of the executive or legislative branch concerning any aspect of this Solicitation, except in writing to the Issuing Officer or designee. Violation of this provision may be grounds for rejecting a Reply.


The Vendor warrants that no person or selling agency has been employed or retained to solicit or secure an agreement pursuant to this Solicitation upon an agreement or understanding for a commission, percentage, brokerage or contingent fee. For breach or violation of this warranty, the Lottery will have the right to terminate any Agreement in accordance with the termination clause, and in its sole discretion, to deduct from that Agreement any cost or consideration or otherwise recover the full amount of any such commission, percentage, brokerage or contingent fee.

No attempt will be made by Vendors to induce any other person or entity to submit or not submit a Reply for the purpose of affecting competition.

2.6.1. Hiring and Other Business Relationships with Lottery Staff

During the period from Solicitation issuance until the signing of the Agreement, Vendors are prohibited from officially or unofficially making any employment offer or proposing any business arrangement whatsoever to any Lottery employee. A Vendor making such an offer or proposition may be disqualified from further consideration, or an Agreement signed pursuant to this Solicitation may be terminated.

2.7. SCHEDULE OF EVENTS

The following event dates and times are set forth for informational and planning purposes. The Lottery reserves the right to change any of the dates or times.

EVENT DUE DATE AND TIME APPLICABLE INFORMATION & LOCATION

Solicitation Advertised /

Released Tuesday, June 16, 2015

Posted to the Vendor Bid System at: http://vbs.dms.state.fl.us/vbs/main_menu

Questions Submitted in Writing

Must be received PRIOR TO:

Wednesday, July 1, 2015

5:00 PM ET

Submit to: Florida Lottery Procurement Management

Attention: Summer Silvestri

250 Marriott Drive Tallahassee, FL 32301 Fax: (850) 487-7760 Email: [email protected]

State Observed Holiday: Independence Day

Answers to Questions Monday, July 13, 2015

(Anticipated Date) Posted to the Vendor Bid System at: http://vbs.dms.state.fl.us/vbs/main_menu


EVENT DUE DATE AND TIME APPLICABLE INFORMATION & LOCATION

Sealed Replies Due

Must be received PRIOR TO:

Tuesday, July 28, 2015

3:30 PM ET

Submit to: Florida Lottery Procurement Management

Attention: Summer Silvestri

250 Marriott Drive Tallahassee, FL 32301

Administrative & Technical Replies

Opened

Tuesday, July 28, 2015 4:00 PM ET

PUBLIC MEETING

Florida Lottery 250 Marriott Drive Tallahassee, Florida 32301

Reply Qualification & Cure Process

To Be Determined Pursuant to section 2.20 of this Solicitation.

Evaluation of Replies To Be Determined

PUBLIC MEETING


Creative Work Assignments, Oral

Presentations & Interviews

To Be Determined Pursuant to section 286.0113, Florida Statutes, Vendor presentations are not public meetings.

Cost Replies Opened To Be Determined

PUBLIC MEETING


Negotiations To Be Determined Pursuant to section 286.0113, Florida Statutes, Vendor negotiations are not public meetings.

Notice of Agency Decision posted

To Be Determined Posted to the Vendor Bid System at: http://vbs.dms.state.fl.us/vbs/main_menu


2.8. ADDENDA OR NOTICES

The Lottery reserves the right to modify this Solicitation by issuing an Addendum. Any notices or addenda to this Solicitation will be posted on the State of Florida Vendor Bid System (VBS). Potential Vendors must monitor the VBS for addenda or notices issued relating to this Solicitation.

2.9. VENDOR QUESTIONS

Vendors may submit written questions or requests for clarification regarding the Solicitation terms, conditions, requirements, and Reply submission and evaluation processes.

Questions relevant to this Solicitation or requests for changes to the Solicitation must be received, in writing (mailed, hand-delivered, faxed, or e-mailed), by the Issuing Officer by the time indicated in section 2.7: Schedule of Events. Oral questions or those submitted after the period specified in the Schedule of Events will not be addressed.

Answers to questions submitted in accordance with the Solicitation Schedule of Events will be issued as an addendum to the Solicitation. Vendors should not disclose cost information in solicitation questions; including cost information in solicitation questions may cause the Reply to be disqualified.

2.10. PUBLIC RECORD REQUESTS

Public records requests submitted by Vendors will be answered as promptly as possible in the ordinary course of business.

2.11. PROTESTS

Any person who disputes the reasonableness or appropriateness of the terms, conditions, specifications and/or processes of this Solicitation or any subsequent addenda must, pursuant to section 24.109, Florida Statutes, file a formal written protest in appropriate form within seventy-two (72) hours (excluding State holidays, Saturdays and Sundays) after posting of the Solicitation or any subsequent addenda.

Any Vendor who disputes the Lottery’s Notice of Agency Decision must, pursuant to section 24.109, Florida Statutes, file a formal written protest in appropriate form within seventy-two (72) hours (excluding State holidays, Saturdays, and Sundays) of posting of the Notice of Agency Decision.

Any Vendor who files a formal written protest must, at the time of filing, post a bond, payable to the Lottery, in the amount of 1 percent of the estimated Agreement value as set forth in section 287.042(2)(c), Florida Statutes. The Lottery will estimate the Agreement value for this purpose. Failure to file a formal written protest accompanied by the required bond within the time prescribed in section 24.109, Florida Statutes, will constitute a waiver of proceedings under Chapter 120, Florida Statutes.


All filings must be made with the Agency Clerk only and are considered “filed” when stamped by the official stamp of the Agency Clerk. It is the responsibility of the filing party to meet all filing deadlines.

Agency Clerk Florida Lottery

250 Marriott Drive Tallahassee, Florida 32301

Pursuant to section 120.57(3)(f), Florida Statutes, no submissions made after the Lottery announces its intent to award an Agreement, reject all Replies, or withdraw the Solicitation which amend or supplement the Reply will be considered.

2.12. VENDOR FELONIES, CONVICTED, DISCRIMINATORY & SCRUTINIZED COMPANIES LISTS

Consistent with Florida Law, no Vendor may submit a Reply or be awarded an Agreement if any of the following conditions exist:

1. The Vendor or any of its officers, directors, joint venturers, partners, or trustees have been convicted of, or entered a plea of guilty or nolo contendere to a felony committed in the preceding ten years, regardless of adjudication, unless the Lottery determines that: (i) the Vendor (or such an individual) has been pardoned or the Vendor’s (such individual’s) civil rights have been restored; (ii) subsequent to such conviction or entry of plea, Vendor (or such an individual) has engaged in the kind of law-abiding commerce and good citizenship that would reflect well upon the integrity of the Lottery; or, (iii) if the Vendor is not an individual, the Vendor has terminated its relationship with the individual whose actions directly contributed to Vendor’s conviction or entry of a plea.

2. Vendor’s name appears on the convicted or discriminatory vendor lists maintained by the State of Florida, Department of Management Services in accordance with sections 287.133 and 287.134, Florida Statutes.

3. An entity, person or affiliate who has been placed on the discriminatory vendor list or the convicted vendor list following a conviction for a public entity crime may not:

submit a bid, proposal, or reply for an agreement to provide any goods or services to a public entity;

submit a bid, proposal, or reply for an agreement with a public entity for the construction or repair of a public building or public work;

submit a bid, proposal, or reply on leases of real property to a public entity; be awarded or perform work as a contractor, supplier, subcontractor, or

consultant under an agreement with any public entity; transact business with any public entity, if on the discriminatory vendor list; or transact business with any public entity in excess of the threshold amount provided

in section 287.017 for Category Two for a period of 36 months following the date of being placed on the convicted vendor list.


4. No company on the Scrutinized Companies with Activities in Sudan List; the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; or are engaged in business operations in Cuba or Syria may submit a Reply for or enter into an Agreement with an agency for goods or services of $1,000,000 or more. In submitting a response to this Solicitation, the Vendor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List and is not engaged in business operations in Cuba or Syria. If a Vendor submits a false certification, its Reply may be deemed non-responsive and any Agreement subsequently entered into with the Lottery may be terminated by the Lottery.

Vendor represents and warrants that it will promptly notify the Lottery if it is placed on the convicted vendor list, the discriminatory vendor list or the scrutinized companies list during this procurement process or Agreement term.

2.13. COSTS ASSOCIATED WITH REPLY

Neither the Lottery, nor the State of Florida, will be liable for any costs or liabilities incurred by a Vendor preparing or submitting a Reply, presentation or creative work assignments, including, but not limited to preparation, copying, postage, travel, and delivery fees and expenses that may be required by this Solicitation.

2.14. PERSONS REQUIRING SPECIAL ACCOMMODATIONS

Any person requiring a special accommodation at any public meeting relating to this Solicitation because of a disability should contact the Issuing Officer identified in section 2.5, or use the Florida Relay Service at 1-800-955-8771 (TTY), at least forty-eight (48) hours prior to the scheduled meeting.

2.15. REPLY RECEIPT AND OPENING

Replies must be sent or delivered to the Florida Lottery, Procurement Management Office, 250 Marriott Drive, Tallahassee, Florida 32301. The State of Florida, Florida Lottery date and time stamp will be the official recorded time of receipt. Electronic Replies or submissions will not be accepted.

The Issuing Officer must receive Replies (mailed or hand-delivered) pursuant to this Solicitation no later than the date and time shown in the section 2.7: Schedule of Events. Failure of a Vendor to submit its Reply by the specified date and time will result in rejection of the Reply, unless the Lottery determines, in its sole discretion, that the failure to timely submit the Reply is a result of circumstances beyond the control of the Vendor. Replies that are rejected for being late will be retained by the Lottery.

The public may attend the Reply opening, at which time the names of the responding Vendors will be read aloud; however, pursuant to 119.07, Florida Statutes, the public may not immediately review any submitted Reply. Vendor Cost Submittals will not be opened at this time.


2.16. DISCLOSURE AND OWNERSHIP OF REPLY CONTENTS BY THE LOTTERY

All matters set forth in a Vendor's Reply including, without limitation, administrative, proposed commodities/services and cost information, will be subject to disclosure after solicitation award, except as addressed under the section 4.2.2: Confidential Reply Materials. All information in a Vendor's Reply and any Agreement resulting from this Solicitation are subject to the provisions of Florida’s Public Records Act, Chapter 119, Florida Statutes, regardless of copyright status. Any and all materials submitted become the property of the Lottery. The Lottery reserves the right to use any and all information contained in a Reply, including the Reply of an unsuccessful Vendor, unless prohibited by law.

2.17. WITHDRAWAL FROM CONSIDERATION

The withdrawal of a Reply from consideration may be requested in writing within five business days after the established submission date and time. Requests received in accordance with this provision may be granted by the Lottery upon proof of impossibility to perform, or based upon an obvious error. Replies withdrawn from consideration will be retained by the Lottery. Any request for withdrawal submitted after five business days will be subject to the Reply bond provisions of section 4.4.6.

2.18. CLARIFICATION PROCESS

The Lottery may request clarifications from Vendors for the purpose of resolving ambiguities or questioning information presented in the Replies. Clarifications may be requested throughout the Solicitation process. Clarification responses must be in writing and must address only the information requested. Clarification responses must be submitted to the Lottery within the time specified by the Lottery at the occasion of the request.

2.19. ACCEPTANCE/REJECTION OF REPLIES

The Lottery reserves the right, at its sole discretion, to accept or reject any or all Replies, or separable portions thereof at any time during the Solicitation process; re-solicit for new Replies; abandon the need for such commodities and services; or award in whole or in part as deemed by the Lottery to be in its best interest. The Lottery may reject any Reply not submitted in the manner specified by this Solicitation.

2.20. REPLY QUALIFICATION & CURE PROCESS

The Reply Qualification process enables the Lottery to determine each Vendor’s compliance with non-material requirements of this Solicitation as specified in section 2.22: Non-Responsive Replies.

The Lottery desires maximum competition in procuring commodities and services and as part of the Reply Qualification process will seek to minimize, if not eliminate, Vendor disqualifications resulting from non-material, curable deficiencies in the Vendor’s Reply. The Lottery will notify each Vendor of curable Reply deficiencies and provide a timeframe within which Vendors are to provide the requested information. Failure of a Vendor to supply all information requested by the Lottery, within the timeframe established, including information on Substantial Subcontractors may result in a determination of non-responsiveness and removal of the Vendor from further consideration.


The Lottery may require disclosure of the information required by section 4.4: of this Solicitation from any Vendor or Subcontractor if the Lottery finds that such disclosure is necessary to protect the dignity and integrity of the Lottery and the best interests of the State. The Lottery reserves the right, at its sole discretion, to deem any proposed Subcontractor as a Substantial Subcontractor.

In order for the Lottery to enter into an Agreement with the Successful Vendor, the Successful Vendor and its Substantial Subcontractors, if any, must receive a favorable determination of financial responsibility and pass the Lottery’s background investigation.

2.21. INFORMATION FROM OTHER SOURCES

The Lottery reserves the right to seek and obtain credible and authoritative information from outside sources regarding the Vendor, the Vendor's offerings, capabilities, references, and the Vendor's performance, if the Lottery deems such information pertinent to this Solicitation. The Lottery may consider such information throughout the Solicitation process, including but not limited to evaluation and negotiation of the Vendor’s Reply. This may include, but is not limited to, the Lottery engaging consultants, subject matter experts and others to ensure that the Lottery has complete and accurate information pursuant to this Solicitation.

2.22. NON-RESPONSIVE REPLIES

Each Vendor must timely submit a Reply that meets all material requirements of this Solicitation. Material requirements of this Solicitation are those without which an adequate analysis and comparison of Replies is impossible, or those that affect the competitiveness of Replies, or the cost to the Lottery. The Lottery reserves the right to determine whether a Reply meets the material requirements of this Solicitation. The Lottery also reserves the right to waive any minor irregularity, technicality, or omission in a Vendor’s Reply. Minor irregularity, in the context of this Solicitation, means a variation from the Solicitation terms or requirements, that do not affect the cost to the Lottery, give a Vendor an advantage or benefit over other Vendors thereby restricting or stifling competition, or adversely impact the interests of the Lottery.

Requests for changes to terms and conditions of the Agreement may be addressed through the question and answer process, submitted pursuant to section 2.9: Vendor Questions.

Replies that do not meet all material requirements of this Solicitation will be rejected as non-responsive. Vendors must unconditionally accept each and every provision of this Solicitation, including but not limited to the Terms and Conditions in Attachment A: Special Terms and Conditions in order to be deemed responsive and eligible for negotiations. Unless modified by addendum or expressly changed in an answer to a question, submitted pursuant to section 2.9: Vendor Questions, acceptance of the Terms and Conditions is a material requirement of this Solicitation and will be deemed evidenced by submission of a Reply.

2.23. DISQUALIFICATION FOR NON-RESPONSIBILITY

A responsible Vendor is a Vendor determined by the Lottery to have the capability in all respects to fully perform the Agreement requirements and to have the integrity, security, reliability, and financial condition which will assure good faith performance. The Lottery will review Replies to determine responsibility. Business stability and wherewithal to perform and support the Lottery are required.


A Vendor will be rejected as non-responsible if, in the Lottery’s judgment after evaluating documents submitted in response to this Solicitation, it does not possess the capability in all respects to perform the Solicitation or resulting Agreement requirements, has a conflict of interest in serving the Florida Lottery or fails to demonstrate sufficient responsibility, security, integrity, financial condition and reliability to assure good faith performance.

2.24. EVALUATION TEAM

The Lottery’s Evaluation Team will consist of at least three persons who the Lottery determines to collectively have experience and knowledge in the program areas and service requirements sought in order to conduct a comprehensive, fair, and impartial evaluation of Replies received in response to this Solicitation. Team member names will not be announced prior to the start of evaluations.

2.25. EVALUATION CRITERIA

The Lottery will evaluate Replies against all evaluation criteria set forth in this Solicitation, in the below two phases after the Reply Qualification Review is completed, in order to establish a competitive range of replies reasonably susceptible of award.

Phase I Volume Two: Vendor Scope of Work Response & Solution 3680 points maximum

Phase II Volume Three: Creative Work Assignments, Oral Presentation & Interview

920 points maximum

MAXIMUM AVAILABLE POINTS 4,600

Emphasis in each Reply should be on completeness and clarity of content, thereby enabling the Lottery to make a fair evaluation of the Vendor and its Reply. The ability of the Lottery to evaluate a Vendor’s Reply is dependent upon the completeness of the Reply. Failure of a Vendor to provide information requested by this Solicitation may result in the reduction of scoring during evaluation of that criterion.

2.25.1. Scoring and Ranking

A weighted scoring system will be used in the evaluation of Vendor Replies with each criterion assigned a weight factor. Each Reply will be evaluated and scored based on the criteria defined in Attachment B: Evaluator Multiplier Score Form (Phase I).

For each evaluated Reply, each Evaluator will assign a numerical score for each evaluation criteria, consisting of a whole number from 0 to 5, which is the multiplier score which will represent the Evaluator’s assessment of the relative merits and the quality of the Reply for that criterion. Vendors are cautioned that a poor response to a lesser-weighted criterion may have a significant impact on the Vendor’s total reply score.


All of the Evaluators’ multiplier scores for each criterion in each evaluated Reply will be added together to obtain the Total Criterion Multiplier Score. The Total Criterion Multiplier Score will be divided by the number of Evaluators to arrive at an average multiplier score for each criterion, rounded to the nearest one-tenth decimal point.

The average multiplier score will be multiplied by the weight factor for each criterion, to obtain the total criterion points; with the total criterion points, for each criterion, added together to obtain the applicable phase score, for each evaluated Reply.

2.25.2. Phase II: Creative Work Assignments, Oral Presentation & Interview

The Lottery will invite all Vendors awarded 80 percent or more of the Phase I points, or 2,944 or more points, to Phase II where they will make an oral presentation of their Volume Three: Creative Work Assignments to the Evaluation Team in Tallahassee, Florida demonstrating their capabilities, strengths, and approach to conceptualizing, presenting, producing, and executing a fully integrated campaign.

Upon completion of Phase I, the Lottery will notify Vendors within the competitive range, and provide further administrative instructions. Each Reply within the competitive range will be evaluated based upon the criteria in Attachment E: Evaluator Multiplier Score Form (Phase II).

Vendors should refer to section 4.3: Reply Contents for additional information on submitting the Creative Work Assignments, and section 4.5.3: Vendor Personnel Qualifications (Staffing Plan) for additional information regarding Vendor personnel eligible to participate in the presentation process.

The Evaluation Team will have the opportunity to ask questions as part of the oral presentation.

The Lottery will combine the Phase I and Phase II scores for each evaluated Reply to determine the total reply score, rounded to the nearest one-tenth, for each eligible Reply.

2.26. IDENTICAL TIE BIDS

In the case of an exact tie, the tie will be resolved in accordance with section 295.187, Florida Statutes and rule 60A-1.011, Florida Administrative Code, which may include certification that a drug-free workplace has been implemented. Vendors may execute and return Certification of Drug Free Workplace to be considered in the event of an exact tie Reply.

2.27. COST REPLY OPENING

Cost Replies will be opened, read aloud and recorded in a public meeting after scoring of Replies. Cost Replies will not be scored, but will be a factor considered during negotiations.

http://www.flalottery.com/exptkt/certificationDrugFreeWorkplace.pdf


2.28. NEGOTIATION PROCESS

Points and scores assigned by the Evaluation Team are used only to select Vendors reasonably susceptible of contract award and are not considered in the negotiation phase. The scoring of responsive Replies establishes a reference point for deciding whether or not to negotiate and in no way implies that an Agreement will be awarded.

The Lottery will select one or more Vendors within the competitive range with which to commence negotiations. The Lottery reserves the right to enter into concurrent negotiations with more than one Vendor or to conduct negotiations sequentially. Negotiations may continue until an Agreement is reached or all of the Replies are rejected.

The Lottery reserves the right to negotiate with one or more, all, or none of the responsible Vendors submitting responsive Replies to this Solicitation, but is not obligated to do so. The Lottery further reserves the right not to eliminate any responsive, responsible Vendor from consideration during Negotiations, including but not limited to Vendors not in the competitive range and/or Vendors not brought forward during Phase II, as determined to be in the best interest of the State.

The Lottery reserves the right to reject, in its sole discretion, any or all Replies at any time during the Solicitation process.

The Lottery reserves the right to make the final determination of whether to enter into an Agreement after the negotiation process is completed.

The Lottery reserves the right to negotiate changes to the Terms and Conditions of Attachment A and the Mandatory Requirements of Contract during the negotiation process in order to achieve best value for the State.

2.29. NOTICE OF AGENCY DECISION

At the conclusion of Negotiations, the Lottery will post a Notice of Agency Decision on the State’s Vendor Bid System http://vbs.dms.state.fl.us/vbs/main_menu. The Lottery will award to the responsible, responsive Vendor determined by the Lottery to provide the best value to the state.

An award from this Solicitation does not guarantee execution of an Agreement and execution of an Agreement does not guarantee placement of an order for commodities and services from the Lottery.

2.30. CONTRACT PREPARATION

2.30.1. Contracting Officer

The Contracting Officer that will act on the Lottery’s behalf for contractual matters is:

Ms. Cynthia O’Connell, Secretary Florida Lottery

250 Marriott Drive Tallahassee, Florida 32301


2.30.2. Contract Execution

The successful Vendor should be prepared to enter into a written Agreement with the Lottery promptly after receiving the draft Agreement from the Lottery. Any failure or refusal to do so may, in the sole discretion of the Lottery, result in award of the Agreement to another Vendor.

The contents of the ITN and any resulting addenda and the successful Vendor’s Reply will become contract obligations if a Contract ensues.

END OF SECTION


PART 3: SCOPE OF WORK

3.1. INTRODUCTION

The Lottery desires a Contractor to partner with the Lottery leadership team, in the development and evolution of the Lottery business, brand and product portfolio to further the Lottery’s mission. The Contractor will provide effective and efficient statewide general market advertising services & related commodities and services to Florida markets consistent with the dignity and integrity of the State for the promotion of Lottery games and initiatives, in order to raise funds for public education.

In creating and executing advertising, the Contractor must be committed to the same objectives as the Lottery. The program will support the following objectives of the Lottery:

1. Increase sales and awareness of the Lottery brand and products among current players (as measured by an independent research agency that is contracted with the Lottery);

2. Attract new and lapsed players with a clear and efficient presentation of current and new games as part of the overall fun and excitement of playing Lottery games;

3. Inform the public about the significance of Lottery funding to the state’s overall system of public education;

4. Maximize contributions to the Educational Enhancement Trust Fund (EETF); and 5. Provide players with the knowledge to purchase Lottery products in a responsible

manner.

The Florida Lottery Overview provides information about the Lottery’s contributions to education, game information, retailer base, and sales goals. Additional information about the Lottery may be obtained by visiting its website at: www.flalottery.com.

3.2. SCOPE

The advertising services and commodities to be provided by the Contractor, within the time and constraints specified by the Lottery, include but are not limited to:

1. account management; 2. creating advertising concepts and designs; 3. television and radio production and special events; 4. web-based development and marketing support; 5. promotions and promotional materials; 6. public awareness campaigns; 7. strategic planning and research; 8. participation in focus groups and planning meetings; 9. participation in industry conferences, trainings, and other educational events; 10. procurement of multi-media (TV, radio, print, and other media outlets) commodities or

services, including production services; 11. graphic design; 12. social media; 13. media planning and research;

http://www.flalottery.com/exptkt/FloridaLotteryOverview.pdf


14. media evaluations of special event and sponsorship opportunities; 15. media placement and verification; 16. return on investment performance analysis; 17. collaboration/communication with other Lottery Contractors; 18. reports, as requested or specified by the Lottery; 19. point of view (POV) position papers; 20. multi-lingual commodities and services, if needed; 21. public relations commodities and services, if needed; 22. capability for campaigns to evolve into specific product messaging after the initial launch

is completed; 23. access to software program with the capability to track expenditures and query reports; 24. other assignments, as requested/directed by the Lottery; and 25. any other commodities and services the Vendor offers that may be of value to the Lottery’s

account.

Based upon the total annual advertising appropriation requested for fiscal year 2015-2016, the Lottery has assigned $24 million to general market advertising; however, the appropriation amount is not known at this time and cannot be assured.

3.3. DESIRED QUALIFICATIONS

Vendors should have an established history of providing advertising services in the State of Florida. The Lottery desires a Vendor, in its current organizational structure, that has verifiable, annual billings of a minimum of $10 million within at least one of the three immediately preceding years, or verifiable anticipated billings in the current year. Vendors should have a strong knowledge of Florida’s population and demographics, the Florida Lottery players and demographics, and demonstrable skills in maximizing funds.

3.4. ACCOUNT MANAGEMENT

The Contractor must designate a Budget/Billing Team to work directly with the Lottery’s respective Units on a daily basis.

Vendors should have an established presence in Florida. The Contractor must have a current or proposed branch office in Tallahassee, Florida, where at a minimum the Contractor’s Account Manager for the Lottery must be located.

The Contractor must provide an Account Management Team with demonstrated experience that will work collaboratively with the Lottery in executing the daily account activities. The Contractor’s Account Management Team is expected to build and maintain an industry knowledge base enabling them to provide informed recommendations to better assist the Lottery in its business decisions. At a minimum, the Contractor’s Account Management Team must include an Account Manager dedicated to the Lottery account.

3.4.1. Co-Location at the Lottery

The Contractor may co-locate with the Lottery in its Tallahassee headquarters building. The Vendor’s Reply should contain the square footage desired, which is subject to the Lottery’s approval.


Space made available by the Lottery will be charged to the Contractor on a pro-rated basis, based upon the rates established in the Lottery’s Headquarters facility lease agreement.

The Contractor will be obligated to pay a pro-rated share of the utilities, and taxes due. The rate does not include the Contractor’s telephone charges. However, building security, pest control services, and parking spaces are provided by the Lottery. If the Contractor chooses to upgrade the office space beyond the existing conditions, such work will be performed only with the Lottery’s and Landlord’s approval, and at the Contractor’s sole expense.

3.5. AGREEMENT TERMS AND CONDITIONS / PERFORMANCE REQUIREMENTS AND DELIVERABLES

By submission of a Reply, a Vendor agrees with the Lottery’s Mandatory Requirements of Agreement and Attachment A: Special Terms and Conditions incorporated hereto.

The provisions in Attachment A: Special Terms and Conditions are the benchmark requirements for any Vendor desiring to participate in the solicitation process, and as such do not require a specific response from a Vendor. A Vendor may offer Optional Offerings, as specified in section 4.5.5, which may, in the Lottery’s sole discretion, be considered during evaluation and/or negotiations, but which will not relieve the Vendor of mandatory requirements and/or accepting the Special Terms and Conditions. The Lottery in its sole discretion may choose to accept any such Optional Offering.

END OF SECTION

http://www.flalottery.com/exptkt/SolicitationMandatoryRequirementsAgreement.pdf


PART 4: INSTRUCTIONS FOR PREPARING AND SUBMITTING REPLIES

4.1. JOINT REPLIES

Vendors can submit only one Reply or be included in one joint Reply. If a Vendor is part of more than one Reply, any or all Replies may be disqualified, at the Lottery’s discretion. Proposed subcontractors may be included in more than 1 Reply, in accordance with the provisions of this section.

Two or more organizations may submit a joint Reply in response to this Solicitation. Any Subcontractor performing 25 percent or more of the work prescribed herein may, at the Lottery’s sole discretion, be deemed to be a joint venturer. Vendors must submit a copy of the binding joint venture agreement which identifies the principals involved and their rights and responsibilities regarding performance, and payment.

Any Agreement resulting from a joint Reply must be signed by an Authorized Representative of each organization. The Lottery will hold all parties jointly and severally responsible for carrying out all activities of the procurement process and as required by the Agreement.

4.2. REPLY FORMAT

Vendors should prepare their Replies simply and economically, providing a straightforward, concise delineation of their ability to satisfy the requirements of this Solicitation. Vendors should use the following format:

Replies should be separated into the following four (4) Volumes:

- Volume One: Administrative Qualification Documents - Volume Two: Vendor Scope of Work Response & Solution - Volume Three: Creative Work Assignments - Volume Four: Cost Reply

Vendors should not disclose cost information in the Administrative & Technical Reply (refer to section 4.8: Copies of Replies); including cost information in the Administrative & Technical Reply may cause the Reply to be disqualified.

Reply Volumes should be in three ring binder(s), identified as “Original” or “Copy”, and sequentially numbered. Each binder should contain the corresponding CD.

Reply Volumes should be separated by each major solicitation section and separated by a divider page with the name of the section printed on the tab.

Reply Volume Two: Vendor Scope of Work Response & Solution should include an index identifying the page number/section where information can be located in the Reply.

Reply Volumes should be clearly labeled on the front cover and spine identifying the Lottery’s Project Number, Project Title, and responding Vendor name(s).


Each original Reply Volume should contain originals of all required documents, with original signatures of the Vendor and/or Substantial Subcontractor, as applicable.

All information in Replies must be in the English language, with reference to currency stated in US Dollars or Euros.

Replies should be on paper that is 8.5 by 11 inches, except for foldouts which should be on paper no larger than 11 by 17 inches.

Reply font size is at the discretion of each Vendor, but should be at least eleven (11) point.

Each Reply page should be sequentially numbered and include the Vendor's name.

It is recognized that existing advertising materials, documents, or brochures may not comply with the above prescribed format; therefore this material will be accepted in current format.

4.2.1. Reply Tenure

Vendor Replies must be binding until execution of an Agreement with the successful Vendor.

4.2.2. Confidential Reply Materials

Notwithstanding any provisions to the contrary, public records will be made available pursuant to the provisions of the Public Records Act. If a Vendor considers any portion of its Reply to this Solicitation to be confidential, exempt, trade secret or otherwise not subject to disclosure pursuant to Chapter 119, Florida Statutes, Rule 53-1.005, Florida Administrative Code, the Florida Constitution or other authority, the Vendor must segregate and clearly mark the document(s) as “CONFIDENTIAL”.

If a Reply to this Solicitation includes any information that constitutes a trade secret of the Vendor, such information shall be clearly marked as “CONFIDENTIAL – TRADE SECRET”. “Trade Secret” is defined in section 688.002, Florida Statutes.

An entire Vendor Reply should not be marked as confidential. An entire page or paragraph in which such information appears should not be marked confidential unless the entire page or paragraph consists of such confidential information. Vendors are to indicate where confidential information begins and ends.

In addition, Vendors should submit a separate index listing of the confidential Reply sections with its Reply, if applicable.

Redacted Version Simultaneously, Vendors should provide the Lottery with a separate redacted paper and electronic copy of its Reply and briefly describe in writing the grounds for claiming exemption from the public records law, including the specific statutory citation for such exemption. This redacted copy should contain the solicitation name, number, and the name of the Vendor on the cover, and be clearly titled “REDACTED COPY”.


This redacted version will be used to fulfill public records requests and will be posted on the FACTS website.

The Redacted Copy should be provided to the Lottery at the same time the Vendor submits its Reply and must only exclude or redact those exact portions which are claimed to be confidential, proprietary, or trade secret. If a legal challenge of any kind ensues regarding confidential and/or trade secret portions of the Vendor’s Reply, the Vendor will be responsible for defending, through the judicial process its determination that the redacted portions of its Reply are confidential, trade secret or otherwise not subject to disclosure. Further, the Vendor must protect, defend, and indemnify the Lottery against any and all claims arising from or relating to the determination that the redacted portions of its Reply are confidential, proprietary, trade secret or otherwise not subject to disclosure. If the Vendor fails to submit a redacted copy with its Reply, the Lottery is authorized to produce the entire documents, data or records by the Vendor in answer to a public records request for these records and post on the FACTS website.

4.2.3. Reply Execution

Vendors must complete and sign the “Reply Certification Form”, executed by an Authorized Representative of the Vendor, and should return it with their Volume One: Reply Qualification Documents. For joint Replies, an Authorized Representative of each party must complete and execute the “Reply Certification Form”.

Additionally, Vendors must complete, sign, and return the “Cost Reply” form in a separate sealed container, executed by an Authorized Representative of the Vendor.

Failure to complete the above Forms as required may result in the Vendor’s Reply being deemed non-responsive.

4.3. REPLY CONTENTS

The following listing identifies the contents that should be included in each Reply Volume. This listing is being provided for reference purposes only and any omissions do not relieve the Vendor from providing the required documents/information as otherwise specified in this Solicitation.

A. Volume One: Reply Qualification Documents

- Reply Certification Form - Joint Venture Agreement, if applicable - Addenda Acknowledgement Form(s), if applicable - Department of State documentation - Chart of Corporate/Business Ownership - Respect of Florida Agreement Terms - Florida Preference Certification - Identical Tie Bid documentation pursuant to ITN section 2.26 - Reply Bond - Litigation Bond - Financial documentation pursuant to ITN section 4.4.1


- Background investigation documentation pursuant to ITN section 4.4.2 - If applicable, identification of square footage requested at Lottery Headquarters

facility pursuant to ITN section 3.4.1

B. Volume Two: Vendor Scope of Work Response & Solution

Vendors should follow Attachment B: Evaluator Multiplier Score Form (Phase I) and section 4.5: Volume Two: Vendor Scope of Work Response & Solution when preparing and organizing their response to Volume Two: Vendor Scope of Work Response & Solution, demonstrating their experience, ability and approach to perform the tasks required by the Scope of Work. Replies should contain:

- Vendor Qualifications and Experience - Vendor Personnel Qualifications - Organizational Charts - Advertising Approach - Examples of Executed Advertising - Optional Offerings, if applicable

C. Volume Three: Creative Work Assignments

All Vendors should submit written Creative Work Assignments with their Reply submittal that provide a creative “solution” to the marketing scenarios provided by the Lottery in section 4.6: Volume Three: Creative Work Assignments and Attachment D: Creative Work Assignments. The written response must include copies of all creative materials, and at a minimum should address the following elements:

- Concept and Theme - Research, strategic approach or campaign rationale - Production - Format(s) - Media type (Radio, Social Media, etc.) - Retail display - Web integration - Out of Home - Direct Response (e.g. second chance, surveys, etc.) - Special and/or community events, partnerships - Measurement Tools, Return on Investment (ROI) - Social Media

D. Volume Four: Cost Reply (separately sealed)

- Attachment C: Cost Reply Form


4.4. VOLUME ONE: REPLY QUALIFICATION

4.4.1. Financial Review

4.4.1.1 Vendors

Vendors must be determined by the Lottery, at its sole determination, to be financially capable of providing all commodities and services required in this Solicitation and demonstrate, to the satisfaction of the Lottery, that organizational changes affecting the Vendor will not impede such capability.

Vendors must provide financial statements certified by an external auditor that are in conformity with US Generally Accepted Accounting Principles (GAAP) or International Financial Reporting Standards (IFRS), or Federal Income Tax Returns for the two most recent fiscal years. Certified financial statements should be submitted with the Reply, and any statements that become available during the Solicitation process should be submitted immediately upon issuance.

Financial statements must be in English with reference to currency stated in US Dollars or Euros. The Lottery will only consider certified financial statements, or Federal Income Tax Returns in the currency and language specified in this Solicitation.

Certified financial statements are the result of an audit of the entity's records in accordance with US GAAP or IFRS by an independent certified public accountant (CPA). In order to be considered complete, certified financial statements must be comparative for two years and must include a balance sheet, income statement, statement of cash flows, statement of retained earnings, notes to the financial statements for both years, and any management letters that have been received.

If a Vendor submits a consolidated financial statement of its parent corporation, the parent corporation must serve as the Vendor’s financial guarantor, execute the Agreement as guarantor and will be held accountable for all terms and conditions of the Agreement. The Lottery will hold all parties jointly and severally responsible for carrying out all activities required by the Agreement.

If the laws applicable to a Vendor are of a country other than the United States and render the Vendor unable to provide certified financial statements, documents that provide the same level of assurance as certified financial statements must be submitted in lieu thereof.

Financial statements and other financial information submitted or obtained by the Lottery in connection with this Solicitation, if applicable, are public records and cannot be made confidential. Refer to section 4.2.2 for additional information on Confidential Reply Materials.


Vendors must provide additional financial information as requested by the Lottery in connection with this Solicitation or if awarded, during the term of the resulting Agreement and any renewals thereof.

4.4.1.2 Substantial Subcontractors

The Lottery will conduct financial reviews of proposed Substantial Subcontractors. The Lottery will notify applicable Vendors of the financial information that should be submitted for its Substantial Subcontractors. A date for submission will be provided. Failure of a Vendor to submit certified financial statements for its Substantial Subcontractors in accordance with section 4.4.1.1 or Federal Income Tax Returns for the two most recent fiscal years, by the date established by the Lottery may cause the Reply to be rejected as non-responsive.

4.4.1.3 Liquidated Damages

If during the last five years, the Vendor, a subsidiary or intermediate company, parent company or holding company had any liquidated damage incidents that resulted in an assessment of one hundred thousand dollars ($100,000) or greater in a twelve (12) month period, including situations in which liquidated damages were settled through the provision of commodities or services, Vendors must provide and should submit with their Reply a listing of each incident including the jurisdiction, date, amount, and a brief description (e.g., late delivery; unauthorized copy).

4.4.1.4 Suspensions

If during the last five years, the Vendor, a subsidiary or intermediate company, parent company or holding company was the subject of any order, judgment or decree of any federal or state authority barring, suspending or otherwise limiting the right of the Vendor to engage in any business, practice or activity, or if trading in the stock of the company has ever been suspended, Vendors must provide and should submit with their Reply a listing of each incident including the date(s) and full explanation(s).

4.4.2. Background Investigations & Disclosures

This section contains the disclosure requirements in subsection 24.111(2), Florida Statutes, which provides that any failure to provide complete, true and accurate information hereunder renders an Agreement unenforceable as a matter of law.

The Lottery will conduct background investigations on all Vendors and their Substantial Subcontractors, if any. In the Lottery’s sole determination, Vendors must be determined to have the competence, integrity, background, and character necessary to provide the commodities and services required by this Solicitation. If the Vendor or a Substantial Subcontractor is a subsidiary of a parent entity, the Lottery may request the above disclosures from the parent entity as necessary.


The commodities and services requested in this Solicitation have a fundamental role in the operation of the Lottery, and full trust in, and cooperation of, Vendors, their Substantial Subcontractors, and the successful Vendor is essential to the Lottery’s integrity and success.

Vendor background investigations and disclosure information required by this Section will, in part, be used by the Lottery in determining Vendor responsibility.

For forms in this Section requiring notarization, where the Vendor or Substantial Subcontractor is located in a country in which a notary public system does not exist, the signature must be authenticated in customary form according to the laws of that country.

Vendors must provide and should submit the following with their Reply submission:

A. Conflict of Interest and Disclosure Form

The Authorized Representative(s) of each Vendor and their Substantial Subcontractors must complete the information requested on the Conflict of Interest and Disclosure Form, or if no disclosures are necessary select “By checking this box, I certify there are no disclosures to make for this section”.

Replies from Vendors who have active client relationships that would pose a conflict of interest with the Lottery will not be eligible for consideration, except if a Vendor certifies in its Reply that it will sever its active client relationship should it be awarded the Solicitation. Vendors must provide a clarifying explanation on an attachment to the Conflict of Interest and Disclosure Form if they believe a potential conflict of interest may apply or may be perceived to apply.

B. Disclosure Affidavit Form

Vendors and their Substantial Subcontractor(s) authorized Corporate Officer, must execute a notarized Disclosure Affidavit as required by subsection 24.108(4), and section 24.111, Florida Statutes.

Additionally, if the Vendor is not the financial guarantor of a resulting Agreement, the financial guarantor must also execute a notarized Disclosure Affidavit.

C. Vendor Personal Profile Form

If a Vendor or Substantial Subcontractor is a sole proprietorship or general partnership, the individual owner or each individual partner must execute the Vendor Personal Profile Form.

All other Vendor(s) will be notified by the Lottery, throughout the Solicitation process, of individuals who must complete a notarized Vendor Personal Profile Form and obtain a fingerprint card. A date for submission of these forms will be provided. Failure of a Vendor to supply all of the requested Vendor Personal Profile Forms for itself or its Substantial Subcontractors by the date established by the Lottery may cause the Reply to be found non-responsive.

http://www.flalottery.com/exptkt/disclosureAffidavit.pdf


http://www.flalottery.com/exptkt/conflictOfInterestAndDisclosureForm.pdf

http://www.flalottery.com/exptkt/conflictOfInterestAndDisclosureForm.pdf

http://www.flalottery.com/exptkt/vendorPersonalProfile.pdf




For publicly traded corporations, background investigations will be conducted on shareholders of 5 percent or more.

D. Chart of Corporate/Business Ownership

Vendors must provide an accurate and current Chart of Corporate/Business Ownership for themselves and their Substantial Subcontractors, including parent company(s), subsidiary companies, and each joint venturer.

E. Additional Background Investigations

The Lottery reserves the right to conduct background investigations pursuant to chapter 24, Florida Statutes and as set forth above on any officer, principal, investor, owner, subcontractor, employee, or any other associate of a Vendor, and/or Substantial Subcontractor it deems appropriate.

Within thirty (30) days of execution of the Agreement, all key personnel performing services thereunder and as designated by the Lottery must undergo a background investigation by the Division of Security. Each designated individual will be fingerprinted and will be required to complete and provide to the Lottery a background investigation form.

4.4.3. Licensing by Department of State

All entities defined under Chapters 607, 608, 617, 620, 621 or 622 Florida Statutes, seeking to do business with the Florida Lottery must be on file and in good standing with the Florida Department of State. Vendors must provide and should submit a copy of their license authorizing them to do business in the State of Florida or provide evidence of their application for a license in the Reply.

4.4.4. Acknowledgement of Addenda

The Addendum Acknowledgement form included with each addendum issued by the Lottery must be executed by the Vendor’s Authorized Representative and should be returned with the Reply.

Written acknowledgement of all addenda issued prior to the Solicitation due date will become part of each Vendor’s Reply.

4.4.5. RESPECT of Florida

The Florida Lottery is committed to maximizing employment opportunities for individuals throughout this State who are blind or otherwise qualify as handicapped under Chapter 413, Florida Statutes, and for such individuals to increase their independence and self-sufficiency.


To further the Lottery’s commitment in this regard and to ensure that RESPECT of Florida is afforded the opportunity to provide commodities and/or contractual services necessary for the Contractor to perform its contractual obligations, Vendors must execute the RESPECT of Florida Agreement Terms and should submit with their Reply.

4.4.6. Reply Bond

Each Vendor is required to submit a Certified Check, Cashier’s Check or Reply bond with its response. The amount required is one million dollars.

If a Reply bond is provided, then it must be valid until the Lottery executes an Agreement or issues a Notice of Agency Decision cancelling the Solicitation.

The bond must be issued by a reliable surety company that has been in business with a record of successful continuous operation for at least five years and authorized to do business in the State of Florida.

The check/bond must be payable to the Department of the Lottery. The check/bond ensure against a Vendor’s withdrawal from competition subsequent to submission of the Reply. The check/bond will be returned to unsuccessful Vendors upon the execution of an Agreement with the successful Vendor or upon cancellation of the Solicitation.

The check/bond of the successful Vendor will be retained until the Agreement is executed and the Lottery is furnished with an acceptable performance bond. The Reply check/bond will be forfeited to the Lottery if the Vendor fails to timely submit the performance bond or other security, as required below, or fails to execute the Agreement when required to do so by the Lottery.

Negotiable instruments submitted will be deposited into the State Treasury. After execution of the Agreement, return of the Reply bond will be accomplished by issuing a warrant made payable to the Vendor within five business days. Any request for withdrawal submitted after five business days will be subject to the provisions of this section.

4.4.7. Litigation Bond

The purpose of the litigation bond is to discourage frivolous, unreasonable, or bad faith lawsuits by permitting the Lottery to recover damages resulting from such lawsuits.

Each Vendor must provide a litigation bond in the amount of two million dollars ($2,000,000), which should be submitted with their Reply and will remain in effect for four years after the Lottery executes an Agreement relative to this Solicitation unless that Vendor submits a Covenant Not to Sue, in which case the bond will be returned.

The bond must be issued by a reliable surety company that has been in business with a record of successful continuous operation for at least five years and authorized to do business in the State of Florida.

http://www.flalottery.com/exptkt/RESPECTofFloridaAgreementTerms11-2014.pdf


A claim upon the bond may be made by the Lottery if:

a) The Vendor sues the State of Florida, the Florida Lottery, or any employee or representative of the Lottery, in connection with the award of the Agreement resulting from this Solicitation; and

b) The Vendor does not prevail in the suit, and a court determines that the action or any portion thereof was frivolous or was brought in bad faith, or was not brought upon any reasonable grounds.

4.4.8. Preference to Florida Businesses

This Solicitation is subject to the provisions of section 287.084, Florida Statutes, whereby Florida businesses will receive preference in the award of an Agreement.

In the letting of any or all public contracts, a Vendor whose principal place of business is outside the State of Florida must provide a written opinion signed by an attorney at law licensed to practice law in that foreign state, as to the preferences, if any or none, granted by the law of that state to business entities domiciled within its state boundaries which should accompany its submission to this Solicitation. The written opinion must state with specificity the type of preference, how it is applied and circumstances when it is applicable.

For the purpose of this Solicitation, “principal place of business” means the state in which the Vendor has a physical presence and from which the Vendor’s high level officers direct, control, and coordinate the Vendor’s activities.

4.5. VOLUME TWO: VENDOR SCOPE OF WORK RESPONSE & SOLUTION

If the Vendor has multiple office locations, the Vendors response to this Solicitation should be limited to the office location(s) that will directly provide staff and services to the Lottery. Information that is related to other office locations should be made clear in the Reply.

4.5.1. Advertising Approach

Vendors should provide a comprehensive description of their proposed advertising approach, that clearly outlines the benefits the proposed approach would provide and how it achieves the objectives of the Lottery and this Solicitation.

4.5.2. Vendor Qualifications and Experience

Vendors should submit a historical overview of their experience providing the same or similar type of services sought in this Solicitation, focusing on circumstances in which the Vendor had the primary or lead responsibility to create, produce and/or place advertising.


Vendors should identify which services or parts of this Solicitation will be provided by in-house Vendor personnel or its sister organization(s) located in Florida, in-house Vendor personnel located outside the state of Florida, or sister organization(s) located outside the state of Florida. Additionally, Vendors should identify which services or parts of this Solicitation, Subcontractors will be hired to perform, the percentage of work they will provide, and where they are located.

Vendor Replies should include a complete history of its structure for the past five years, including but not limited to, information on all mergers, sell-offs, buy-outs, etc., and the business reasons for these decisions.

Vendor Replies should identify any contract(s) terminated for default or cause during the past five years including the other party’s name, address, telephone number, and full details.

4.5.2.1 Annual Billings Chart

Vendors should provide a complete annual billings chart, listing all clients and services provided in descending order of billings for the previous five fiscal years. Where possible, the Lottery desires that client names be indicated. If a Vendor has a client with whom there is a non-disclosure agreement, then the product/service category should be indicated. If exact individual client billings cannot be provided, then the billings must be listed within the following ranges:

Less than $1 million, $1 million and less than $2 million,

$2 million and less than $3 million, $3 million and less than $4 million, $4 million and less than $5 million, Over $5 million

Fiscal year five is the current fiscal year.

The format for responding is as follows:

Client Name

Type of Services Provided

Fiscal Year 1

Fiscal Year 2

Fiscal Year 3

Fiscal Year 4

Fiscal Year 5

Total Annual Account Billings


4.5.3. Vendor Personnel Qualifications (Staffing Plan)

Vendors should provide a staffing plan that identifies all personnel, or position title if vacant, that will be assigned to the Lottery account, the percentage of each employee’s time which will be dedicated to the Lottery account and their proposed duties and responsibilities. Additionally, the staffing plan should identify any consultants, free-lance, part-time, or contract staff with a description of their proposed role.

If recruitment of personnel to fill a position will be required, the response should describe the Vendor’s criteria for selection including education, experience, knowledge, skills and abilities, etc.

Throughout this Solicitation process, Vendors should notify the Lottery Issuing Officer of any staffing changes that impact the Vendor’s proposed staffing plan and may supplement their Reply to identify any replacement personnel in the same manner and form that the original personnel were identified, including but not limited to replacement resumes and updated organizational charts.

Vendors should note only those individuals identified by the Vendor in its staffing plan as performing at least 50 percent of their work on the Lottery account are eligible to participate in the Phase II Creative Work Assignments, Oral Presentation, & Interview process.

4.5.3.1 Organizational Charts

Vendors should provide organizational charts for the Vendor and its Substantial Subcontractors that include all of the individuals identified on the Disclosure Affidavit (Corporate Officers and Directors) with associated titles and any personnel performing 50 percent or more of their work on the Lottery account.

If applicable, Vendors and Substantial Subcontractors should identify any current corporate officers, director, etc. and/or department heads employed in a previous company structure that continued employment with the company following its restructuring.

4.5.4. Examples of Executed Advertising

Vendors should submit examples of fully integrated advertising campaigns previously created, produced and executed by the Vendor, while serving as the agency of record for the client, as specified in subsection 4.5.4.1 and 4.5.4.2. Each campaign must have been produced by the Vendor alone and not through subcontracts or joint production assignments. Examples of advertising produced by key members of the proposed Lottery creative team are preferable, although not required.

Any examples submitted in response to this Solicitation should comply with the Lottery’s Advertising Guidelines to the extent the guidelines would be applicable. Lottery industry advertising examples will not be considered.



All submitted examples should bear non-removable labels identifying the Vendor and the specified section(s) of the Solicitation to which they correspond.

If a Vendor has not previously created, produced and executed the types or quantities of advertising for which examples are to be provided, the Vendor should provide as many examples as are available.

The following examples should be submitted with the Vendor’s Reply:

4.5.4.1. Two campaigns completed within the last three years specific to consumer goods/products; retail trade environment; entertainment products or services; and social media.

Examples of each type of creative material used in the campaign should be included.

For each campaign example submitted, Vendors should submit a narrative, no more than ten pages in length, that should at a minimum include the following:

- Budget; - Timeframe in which the campaign was created, produced and/or

executed; - Names of the personnel involved in the campaign; their role; and if they

are still employed by the Vendor; - Marketing objective(s); - Creative Strategy; - Positioning; - Media strategy and execution; and - Post media analysis and sales results.

4.5.4.2. Vendors should submit individual examples of advertising in the following areas that were created, produced and executed in the last three years by the Vendor:

a. Three (3) different television ads on a digital video disc (DVD); b. Three (3) different radio ads, on the same disc as above, following the

TV ads; c. Two (2) different outdoor advertisements, color site photographs; d. Three (3) different retail, point of sale materials; e. Two (2) different newspaper or magazine ads; and f. Three (3) different website / internet marketing campaigns to include

social media.


4.5.5. Optional Offerings

Within the Vendors Scope of Work Response & Solution, Vendors may identify optional offerings for related commodities and/or services above and beyond the Solicitation requirements that the Vendor believes may be appealing and useful to the Lottery; demonstrate their corporate capability; and/or ability to adapt or expand in a fast growing market. Optional Offerings should be identified in Volume Two: Vendor Scope of Work Response & Solution and/or Volume Three: Creative Work Assignments as “OPTIONAL OFFERINGS”.

Vendors should identify, for media buys by medium, any added value commitments or opportunities for cost savings that the Vendor is offering. Examples include guaranteed ratio of free spots for every paid spot, i.e. 3:1.

Vendors should describe any new, unique, innovative, different, enhanced, additional, or alternative commodity, service or functionality that the Vendor feels would be beneficial to the Lottery in meeting or exceeding the requirements of this Solicitation.

Vendors should fully describe the optional offering, and identify the Vendor’s responsibilities as well as any expectations which would be required of the Lottery. Vendors should not disclose cost information for optional offerings in the Administrative & Technical Reply (refer to section 4.8: Copies of Replies); including cost information in the Administrative & Technical Reply may cause the Reply to be disqualified.

Offering unsolicited, optional commodities and services does not guarantee a positive consideration in the award of points or an Agreement. Such offerings will be considered and evaluated at the Lottery’s sole discretion.

The Lottery reserves the right to include Additional Vendor Reply Offerings in the Agreement resulting from this Solicitation at the time of Agreement execution or to add or remove Additional Vendor Reply Offerings to the resulting Agreement at a later date by way of an Amendment. The Lottery reserves the right to include none, some or all of the Additional Vendor Reply Offerings in a resulting Agreement.

4.6. VOLUME THREE: CREATIVE WORK ASSIGNMENTS

All Vendors should present a proposed solution to each of the three work assignments identified in Attachment D. Pursuant to section 2.25.2 and subject to section 2.28, only vendors awarded 80 percent or more of the Phase I points will move forward to Phase II, where work assignments, oral presentations and interviews will be evaluated. Each work assignment should incorporate the very essence of the Lottery brand, not just the logo and game names, into a campaign that ultimately reinforces current players’ desire to play, and reminds lapsed or non-players of what they’re missing.

Each work assignment should be a fully integrated effort, utilizing traditional and non-traditional distribution channels to market the product to a broad, diverse customer base. It should be possible for the work assignment to evolve into specific product messaging once the initial launch is completed.


It is not a requirement that these evolutionary possibilities are included in the proposed work assignment, but examples of how the initial work assignment can be extended may be viewed favorably by the evaluators since the Lottery does try to maximize the return on its production expenses.

The marketing message must follow the Lottery’s Advertising Guidelines. All marketing efforts must affirm the Lottery’s integrity and positive public image.

Any work previously submitted to or produced and/or executed for the Florida Lottery will not be considered in response to these assignments.

Each work assignment should include:

A recommended media flight for all markets; A comprehensive description of allocations of media budget by market and justification of

selections; and Gross Rating Point objectives with frequency/reach and efficiency analysis and

impressions for a minimum of both a 4 week and a 12 week period.

The discussion should demonstrate how each media element will be integrated for greatest impact and cost effectiveness. Include detailed information on how media will be purchased, monitored and analyzed to ensure maximum cost savings for the Lottery as well as market penetration.

Assume a total budget of $3 million for each work assignment.

4.7. VOLUME FOUR: COST REPLY

Each Vendor must provide its proposed annual vendor fee (commission) percentage utilizing Attachment C: Cost Reply Form. The proposed annual vendor fee (commission) percentage should not be carried more than two places to the right of the decimal point. Each Vendor’s proposed annual vendor fee (commission) percentage should not exceed 8.7 percent. The proposed vendor fee (commission) will not be scored, but will be a factor considered during negotiations. On a separate attachment to the Cost Reply Form, Vendors must provide an itemized, break-out of all annual costs, for each year of the five year initial term.

Additionally, Vendors offering optional offerings should identify any one-time or reoccurring fees that will be the responsibility of the Lottery arising from such optional offerings.

Vendors may propose alternate costing model(s) for consideration by the Lottery during negotiations. Vendors should outline the benefits, risks, mathematical calculations, and performance metrics that may be associated that may be associated with each proposed alternate costing model.

http://www.flalottery.com/exptkt/AdvertisingGuidelines11-2014.pdf


4.8. COPIES OF REPLIES

For Reply submission purposes the following Volumes (paper and electronic copies) should be compiled and submitted collectively (Refer to section 4.9: Packaging & Labeling) as the Vendors’ “Administrative & Technical Reply”:

A: Volume One: Administrative Qualification Documents; B: Volume Two, Part 1: Vendor Scope of Work Response & Solution; and C: Volume Three: Creative Work Assignments.

Refer to section 4.2.2: Confidential Reply Materials for information on redacting confidential information, if applicable.

The “Original” paper copy will be considered the authority if there are any differences between the paper and electronic copies. All forms required by this Solicitation must have an original signature.

4.8.1. Administrative & Technical Reply

A. Volume One: Administrative Qualification Documents

Vendors should furnish two original paper copies of Volume One: Administrative Qualification Documents clearly marked as “Original”.

In addition, each paper copy should contain an electronic version of Volume One: Administrative Qualification Documents on a CD/DVD or flash drive, in a single .pdf file format.

B. Volume Two: Vendor Scope of Work Response & Solution

Vendors should furnish one original, clearly marked as “Original”; ten paper copies, clearly marked as Copy ## of 10; and an electronic version for each paper copy on a CD/DVD or flash drive in a single .pdf file format of Volume Two: Vendor Scope of Work Response & Solution.

C. Volume Three: Creative Work Assignments

Vendors should furnish one original, clearly marked as “Original”; eight paper copies, clearly marked as Copy ## of 8; and an electronic version for each paper copy on a CD/DVD or flash drive in a single .pdf file format of Volume Three: Creative Work Assignments.

4.8.2. Volume Four: Cost Reply

Vendors should furnish one original, clearly marked as “Original”; and one paper copy, clearly marked as “Copy”.


4.9. PACKAGING & LABELING

4.9.1. Administrative & Technical Reply

Each Vendor’s Administrative & Technical Reply must be submitted in sealed container(s) and the exterior of each container should display the following information:

Project #: 001-14/15 Invitation to Negotiate for General Market Advertising Services & Related Commodities and Services (Identify) Vendor's Name (Identify) Vendor’s Return Address ADMINISTRATIVE & TECHNICAL REPLY Container ## of ## (Example: Container 1 of 10)

4.9.2. Cost Reply

It is mandatory that each Vendor’s Volume Four: Cost Reply, including paper and electronic copies, are submitted in a separate sealed container. The exterior should clearly identify the following information:

Project #: 001-14/15 Invitation to Negotiate for General Market Advertising Services & Related Commodities and Services (Identify) Vendor's Name Volume Four: COST REPLY

END OF SECTION

Attachment A Special Terms and Conditions

Page 1 of 27

Table of Contents

1.1. INTRODUCTION ......................................................................................................................... 3 1.2. ORDER OF PRECEDENCE ............................................................................................................ 3 1.3. TERM OF AGREEMENT & RENEWAL OPTIONS ............................................................................. 4

1.3.1. Renewal, Extension, and/or Emergency Procurement .......................................................... 4 1.3.2. Transfer of Agreement Commodities and/or Services ......................................................... 4

1.4. FUNDING SOURCES ................................................................................................................... 4 1.5. COMPENSATION ....................................................................................................................... 5 1.6. BASIC FISCAL POLICIES ............................................................................................................... 5

1.6.1. Quarterly Media & Advertising Plans ................................................................................ 5 1.6.2. Cost Estimates ................................................................................................................ 6 1.6.3. Subcontractor Agreements ............................................................................................... 6 1.6.4. Cost Reimbursement ........................................................................................................ 6 1.6.5. Advance Payment of Reimbursable Costs .......................................................................... 7 1.6.6. Media ........................................................................................................................... 8 1.6.7. Production ..................................................................................................................... 8 1.6.8. Post-Buy Analysis ............................................................................................................ 9 1.6.9. Budget Reconciliation Report ............................................................................................ 9 1.6.10. Media Research & Strategy Development ........................................................................ 10 1.6.11. Media Plan Return-On-Investment (ROI) Performance Analysis ............................................ 10

1.7. AGREEMENT DELIVERABLES ...................................................................................................... 10

1.7.1. Creative Concepts ........................................................................................................ 10 1.7.2. Strategic Media Planning, Buying and Placement ............................................................. 11 1.7.3. Reports ........................................................................................................................ 11

1.8. QUOTING PROCESS ................................................................................................................ 11 1.9. UNKNOWN, UNANTICIPATED, UNSPECIFIED TASKS ................................................................. 11 1.10. INDUSTRY CONFERENCES ........................................................................................................ 12 1.11. COLLABORATION BETWEEN AGENCIES ................................................................................... 12 1.12. CONTRACTOR RESPONSIBILITY ................................................................................................. 12

1.12.1. Quality of Work and Services ........................................................................................ 12 1.12.2. Personnel ..................................................................................................................... 13 1.12.3. Subcontracting ............................................................................................................. 13

1.13. OWNERSHIP OF MATERIALS ..................................................................................................... 13

1.13.1. Patents, Copyrights & Trademarks .................................................................................. 13 1.13.2. Title to, Use of, and Compensation for, Intellectual Property ............................................... 13 1.13.3. Clearances, Releases, Waivers, Contracts and Licenses .................................................... 14

1.14. ADVERTISING ........................................................................................................................... 15


Page 2 of 27

1.14.1. Commercial Advertising ................................................................................................ 15 1.14.2. Lottery Name and Logo ................................................................................................. 15 1.14.3. News Releases ............................................................................................................. 15 1.14.4. Nondisclosure of Lottery’s Plans ...................................................................................... 15

1.15. MYFLORIDAMARKETPLACE ........................................................................................................ 15 1.16. BOND(S) .................................................................................................................................. 16

1.16.1. Performance Bond ........................................................................................................ 16

1.17. INSURANCE ............................................................................................................................. 17

1.17.1. Liability Insurance ......................................................................................................... 17 1.17.2. Commercial General Liability or Public Liability Insurance ................................................. 17 1.17.3. Workers’ Compensation ................................................................................................ 17 1.17.4. Errors and Omissions .................................................................................................... 17

1.18. SCRUTINIZED COMPANIES ....................................................................................................... 18 1.19. CONTRACTOR BUSINESS RECOVERY PLAN ............................................................................... 18 1.20. VENDOR DIVERSITY INITIATIVES ................................................................................................ 18 1.21. BACKGROUND INVESTIGATIONS ............................................................................................. 18 1.22. CHANGE IN FINANCIAL CONDITION ....................................................................................... 19 1.23. CONFIDENTIAL INFORMATION ................................................................................................. 19 1.24. RIGHT OF USE .......................................................................................................................... 19 1.25. FINANCIAL CONSEQUENCES FOR NON-PERFORMANCE .......................................................... 20 1.26. LIQUIDATED DAMAGES ............................................................................................................ 20

1.26.1. Notification of Liquidated Damages ................................................................................ 20 1.26.2. Severability of Individual Liquidated Damages ................................................................. 20 1.26.3. Waiver of Liquidated Damages ...................................................................................... 20 1.26.4. Payment of Liquidated Damages .................................................................................... 21 1.26.5. Delays and Liquidated Damages .................................................................................... 21 1.26.6. Categories of Liquidated Damages ................................................................................. 21

1.27. INDEMNIFICATION .................................................................................................................. 23 1.28. TERMINATION ......................................................................................................................... 23

1.28.1. Termination for Cause ................................................................................................... 24 1.28.2. Termination for Convenience ......................................................................................... 25 1.28.3. Termination by Mutual Agreement .................................................................................. 25

1.29. TICKET PURCHASE AND PRIZE PAYMENT RESTRICTIONS ............................................................ 25 1.30. COMPLIANCE WITH ASSOCIATION STANDARDS ...................................................................... 25 1.31. ANNUAL FINANCIAL AUDITS .................................................................................................... 26 1.32. QUALITY CONFORMANCE REVIEW .......................................................................................... 26 1.33. CHANGES AND CORRECTIONS TO COMMODITIES AND SERVICES ........................................... 26 1.34. CHANGE OF SCHEDULES ......................................................................................................... 26 1.35. HOSPITALITY OF GOODS AND SERVICES .................................................................................. 26


Page 3 of 27

1.1. INTRODUCTION

This Attachment sets forth the Special Terms and Conditions unique to this Solicitation. The terms and conditions applicable to Lottery solicitations in general are set forth in the Lottery’s Mandatory Requirements of Agreement (MRA), located on the “Library of Procurement Information and Standard Forms”.

1.2. ORDER OF PRECEDENCE

The Agreement resulting from this Solicitation will consist of the following documents, if an Agreement ensues. In the event any of these documents conflict, the conflict will be resolved in the following order of priority (highest to lowest):

1. The Agreement between the successful Vendor and the Lottery

2. ITN #001-14/15 (this Solicitation), including: a. Attachment A: Special Terms and Conditions b. Attachment B: Evaluator Multiplier Score Form (Phase I) c. Attachment C: Cost Reply d. Attachment D: Work Assignments e. Attachment E: Evaluator Multiplier Score Form (Phase II) f. Library of Procurement Information and Standard Forms

Mandatory Requirements of Contract Advertising Guidelines Respect of Florida Agreement Terms Vendor Diversity Agreement Terms Florida Lottery Overview Disclosure Affidavit Conflict of Interest and Disclosure From RESPECT of Florida Certification of Consultation Supplemental Application Vendor Personal Profile Form Personal Injury Waiver Certification of a Drug Free Workplace

g. Addenda, including questions and answers, issued by the Lottery, if applicable h. Other solicitation documents, issued by the Lottery, related to this Solicitation

3. The Vendor’s completed and executed Reply, including:

a. Administrative Qualification Cure Documents and/or Reply Clarifications, if applicable b. Cost Reply submission c. Negotiated terms and conditions pursuant to ITN Section 2.28, if applicable



Page 4 of 27

1.3. TERM OF AGREEMENT & RENEWAL OPTIONS

The “initial term” of the Agreement resulting from this Solicitation will be from the date of execution, or a mutually agreed upon date, for a period of five years, unless terminated earlier by the Lottery under the terms provided herein.

1.3.1. Renewal, Extension, and/or Emergency Procurement

The Lottery reserves the right, at its sole option, to renew the Agreement resulting from this Solicitation for a period not to exceed five years. Agreement Renewal(s) will be contingent upon the availability of funds, and the Contractor’s satisfactory performance as determined by the Lottery. Agreement Renewal(s) may be for the complete term (e.g., one renewal for five years), may be divided into increments (e.g., five one-year renewals), or may be a combination thereof (e.g., one three-year renewal followed by one two-year renewal).

The Lottery reserves the right to negotiate for additional commodities or services and lower pricing at any time during the initial term of the Agreement or any renewals, extensions, or emergency procurement(s). The Contractor’s prices for renewal terms must not exceed the negotiated prices for the initial term of the Agreement, except to the extent that additional commodities or services are added to the Agreement.

Any renewal, extension, or emergency procurement of the resulting Agreement must be in writing, and executed prior to expiration of the current term of the Agreement, or extension thereof as applicable.

1.3.2. Transfer of Agreement Commodities and/or Services

If, at any time, upon cancellation, termination, or expiration of the Agreement or for any other reason deemed appropriate by the Lottery, a different party is chosen for a subsequent agreement, the current Contractor has the affirmative obligation to assist in a smooth transition, in conformance with the Lottery’s schedule in order to transfer Agreement services to the subsequent party. The Contractor must maintain readiness, and must provide all commodities and/or services for a period, to be specified by the Lottery, after termination, expiration, or completion of the initial Agreement period or any extension thereof, with no price escalation. Implementation of this provision will not be construed as a cancellation or termination of the Agreement with the subsequent Contractor.

1.4. FUNDING SOURCES

Payment may be made by a non-governmental third-party company on behalf of the Florida Lottery. The Contractor will be required to submit all requested vendor information forms and a substitute W-9 to the third-party company prior to issuance of an order. Payments made by a third-party company are subject to state and federal tax requirements. Invoices must be submitted in accordance with subsection 1 of the “Invoices and Payment to Contractor” section of the Lottery’s Mandatory Requirements of Agreement, and Attachment A, sections 1.6.4 and 1.6.5.



Page 5 of 27

1.5. COMPENSATION

The fixed fee portion of a resulting Agreement will be paid on a monthly basis.

The Lottery will compensate the Contractor by payment of a fixed fee, calculated as a percentage of the actual, total annual general market advertising expenditures. The Contractor’s maximum annual fee for each fiscal year will be established, at the beginning of the fiscal year, by applying the contracted “annual vendor fee (commission) percentage” to the approved general market advertising budget for the fiscal year. The fee will be divided into twelve (12) equal installment payments and will be reconciled periodically throughout each fiscal year in order to avoid over-expenditures for the year. The annual vendor fee (commission) percentage may be reduced pursuant to this section, but in no event will the maximum annual vendor fee established for any fiscal year be increased as a result of an increase to the approved budget for general market advertising expenditures.

Refer to Attachment A, sections 1.5.4 and 1.5.5 for Cost Reimbursement and Advance Payment of reimbursable costs, respectively.

1.6. BASIC FISCAL POLICIES

1.6.1. Quarterly Media & Advertising Plans

The Contractor, in consultation with the Lottery, must prepare and submit quarterly Media and advertising plans, 90 days prior to the start of each quarter, based on the Lottery’s fiscal year, which at a minimum must include:

a. Innovative marketing strategy for each planned advertising campaign, including how the proposed strategy achieves the Lottery’s goals and objectives with quantifiable, measurable, and verifiable performance indicators for post-campaign evaluations.

b. Opportunities for special events, promotional activities, and any other topics specified by the Lottery.

c. A general breakdown of proposed expenses for Production, research, and other projected/proposed expenditures.

d. Identification and definition of the proposed Target Audience(s) for each advertising campaign with detailed rationale.

e. Allocation of dollars by Media type and market with detailed rationale. f. Gross Rating Point (GRP) objectives with reach/frequency and efficiency analysis. g. Media mix and day part mix recommendations and rationale for each advertising

campaign. h. Quarterly meetings to review the proposed plan with the Lottery. i. Evaluation to determine if reassessment of spending allocations is required to meet the

Lottery’s fiscal or business objectives and to maximize spending efficiencies based on Return on Investment (ROI) analysis.


Page 6 of 27

1.6.2. Cost Estimates

The Contractor must prepare and submit a Cost Estimate, as defined in Part 1: Definitions of the ITN, to the Lottery for each Media Flight and/or Production.

The Contractor must have a signed Cost Estimate, showing Lottery approval, before the Contractor is authorized to commit or start any work on the Lottery’s behalf. The Lottery is not liable for any costs incurred by the Contractor which have not been included in a Cost Estimate approved in advance by the Lottery. Except as specifically provided herein, no work undertaken prior to written authorization will be paid.

1.6.3. Subcontractor Agreements

All Subcontractors must give the Contractor a written agreement that the Subcontractor holds the Contractor solely liable for all payments owed to them, and that the Lottery and the state of Florida are not liable for payment of any obligation which the Contractor may owe such Subcontractor. Additionally, the Contractor must provide the Lottery with copies of all applicable Subcontractor Agreements, as requested by the Lottery.

1.6.4. Cost Reimbursement

Subject to the approval of the State Chief Financial Officer, the Lottery will reimburse the Contractor for the net cost, minus any available discounts including but not limited to prompt payment, bulk purchases, and/or advance payments, of amounts paid to Subcontractor(s) for reimbursable costs incurred at the conclusion of any Flight or upon completion of Production, and upon receipt of invoices or evidence of payment.

Each Contractor invoice submitted to the Lottery for cost reimbursement must include copies of invoices paid and applicable Subcontractor Agreements, if reimbursement of payments to such third-parties is sought, along with a copy of the approved Cost Estimate and cross-references sufficient to identify the details of the invoice with items in the approved Cost Estimate.

All invoices must be in a manner and form prescribed/approved by the Lottery and contain certification that the commodities or services have been received. The date of the Lottery's payment will be the date on the warrant issued by the Department of Financial Services.

Payment of all bills for such amounts as may be due must be made with sufficient promptness to enable the Lottery to obtain cash discounts, if any, which the Contractor is entitled to deduct in paying the bills rendered to it by Subcontractors.

Only expenses allowable by Florida law, statutes, or rules will be reimbursed, unless otherwise restricted herein. Unallowable expenses will not be reimbursed.


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Miscellaneous administrative and overhead expenses will not be reimbursed by the Lottery. The Contractor must consider these costs as a part of the proposed annual compensation base. Miscellaneous administrative and overhead expenses include but are not limited to creation and delivery of Creative Concepts, travel, postage, telephone, photocopying, office supplies and similar expenses.

1.6.4.1. Receipt and Payment of Subcontractor Invoices

Invoices are deemed to be received when an accurate and properly-documented invoice is received with any/all discrepancies reconciled and verified for payment. In the event of a discrepancy in an invoice, the Contractor must reconcile the discrepancy within fifteen calendar days after receipt of discrepancy notification.

The Contractor must pay all Subcontractor invoices within twenty calendar days after receipt. A Subcontractor’s invoice will be deemed paid when the payment is postmarked. When applicable, the Contractor must provide evidence showing that amounts claimed for reimbursement have in fact been paid to the Contractor’s Subcontractor(s).

In the event of a bona fide dispute as to approval of the goods or services or as to the appropriateness of an invoice, the Contractor must resolve the dispute and pay the appropriate amount, if any, within the thirty calendar days. Invoices for Subcontractors will be deemed paid when the payment is postmarked.

The Contractor must promptly notify the Lottery in writing of any deviation from the schedules provided in this section and the reason(s) for such deviation. Adjustments by the Contractor for purchases from Subcontractors will be made on a monthly basis.

1.6.5. Advance Payment of Reimbursable Costs

Subject to the approval of the State Chief Financial Officer, the Lottery may authorize advance payment of up to fifty percent of costs identified on any Lottery approved Cost Estimate. All advance payment requests must include a statement from the Contractor that advance payment is required for the services being rendered. Failure to include the above statement may result in the advance payment request being delayed and/or rejected.

All invoices must be in a manner and form prescribed and/or approved by the Lottery. The date of the Lottery's payment will be the date on the warrant issued by the state of Florida, Department of Financial Services.

The Lottery will reimburse any remaining costs, not advance paid, as outlined in the Lottery approved Cost Estimate, upon completion of the work as specified and receipt of an invoice or evidence of payment.


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1.6.6. Media

1.6.6.1. Media Negotiation and Placement

The Contractor will be responsible for the placement and purchase of all Media. The Contractor’s experience and buying power in the Florida advertising markets may lead to cost savings for the Lottery. In negotiating Media purchases, the Contractor will make the Lottery aware of any savings or discounts that may be achieved through long-term commitments or other specialized programs, and provide to the Lottery any such savings or discounts, as applicable.

1.6.6.2. Media Audits

The Contractor must audit and verify all Media outlets. If the Contractor proposes a more viable and cost effective Media method, the Contractor will make the report available for inspection and approval by the Lottery.

1.6.6.3. Media Flow Charts

The Contractor must maintain current flowcharts for all Media activity, by fiscal year. Detailed flowcharts must at a minimum specify Media type, market tiers, GRP levels, creative rotation, and costs for each campaign. Costs must be summarized by campaign, by month, by quarter, and by fiscal year. Flowcharts must be updated, maintained and provided to the Lottery within forty-eight hours of a new product launch or any change in Media plans or activity.

1.6.6.4. Placement Verification

The Contractor must ensure that all Media is broadcast or published according to any contracts or placement instructions. The Contractor must provide, at no cost to the Lottery, affidavits, tear sheets or any other placement verification requested by the Lottery. Placement verification documents must indicate the run dates and/or times and the circulation or ratings achieved.

1.6.7. Production

The Contractor must ensure that all production elements are produced and distributed on time and on budget.

1.6.7.1. Production Quotes

The Contractor must seek three or more quotes for all Production commodities and/or services. Quotes will be reviewed by the Lottery, and awarded as determined to be in the best interest of the Lottery.


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The Contractor must maintain copies of all Subcontractor quotes related to the Lottery account for a period of three years, and will not dispose of such records without obtaining prior approval from the Lottery in order to ensure that applicable audits have been released.

All Production documentation required to be maintained by the Contractor, should be, as appropriate, on corporate letterhead or consist of electronic evidence of Subcontractor submissions, invoices and other proof of performance, and/or evidence of payment to the Subcontractors by the Contractor acceptable to the Lottery.

1.6.8. Post-Buy Analysis

The Contractor will issue a Post-Buy report, no more than one hundred and twenty (120) days after the end of the broadcast quarter in which a Flight ends, indicating whether the reach, frequency and GRP goals of each Media buy was achieved within budget. If the goals were not achieved, the report must contain a Make Good report where bonus spots were issued. In addition, post-buy analyses must be provided for Media buys that utilize new rating information for the buy period, when available.

In the quarter following the conclusion of a campaign or promotional event, the Contractor will provide a Post-Campaign/Promotional Report recapping the event, including a breakdown of expenses, total cost, return on investment, Media coverage, and performance to assist the Lottery in the evaluation of the success of the campaign or promotion.

1.6.9. Budget Reconciliation Report

The Contractor will prepare and provide an Approved Expenditure Report to the Lottery Contract Manager every two weeks summarizing all approved expenditures to date by fiscal year. This report will show the total amount available in the budget, the total amount currently committed, and invoicing status. At the Lottery’s request but no less than quarterly, the Contractor will review the report with the Lottery to ensure all expenses are properly accounted for and budget plans remain aligned with Lottery’s objectives and initiatives.

The Contractor must issue a monthly report listing all jobs/buys and/or Cost Estimates to-date and showing the current status, payment information and estimated completion dates of each, as applicable. In addition, the Contractor must provide a monthly report showing all payments to Subcontractors with relevant information to allow all warrants to be reconciled to final payments to those Subcontractors. The Contractor must close all jobs/buys and Cost Estimates upon conclusion of the campaign/broadcast Flight and within forty-five (45) days of the Contractor receiving the Subcontractor(s) campaign/broadcast Flight log. Once a Cost Estimate is closed, the Lottery will no longer pay for items associated with that Cost Estimate.


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1.6.10. Media Research & Strategy Development

The Contractor will utilize a wide range of syndicated and proprietary research tools to obtain key consumer insights and keep on top of Media trends and emerging technologies to inform Media strategies and tactics that will ensure an effective communications plan for the Lottery. A quarterly update must be presented to the Lottery, with these findings, highlighting implications and/or opportunities relating to the Lottery business objectives, unless otherwise authorized by the Lottery.

1.6.11. Media Plan Return-On-Investment (ROI) Performance Analysis

The Contractor must ensure appropriate tools and processes are in place to monitor, maintain and improve the ROI effectiveness of all Media buys by providing specific and detailed Media purchase information, data analytics, print audits, post-buy, ROI analyses and sales data.

The Contractor must utilize econometric modeling to further analyze the effectiveness of advertising plans and to inform future Media recommendations. The econometric modeling must be kept current with the latest sales data provided by the Lottery, and the Media outputs must be reviewed and presented to the Lottery on a quarterly basis. Initiatives will be evaluated against performance indicators determined in advance by the Lottery. The Contractor must optimize all plans on an on-going basis to maximize the budget.

1.7. AGREEMENT DELIVERABLES

1.7.1. Creative Concepts

The Contractor must develop effective, unique, and imaginative Creative Concepts and produce visual displays with high-quality standards in the most cost efficient manner. The Contractor should provide multiple Creative Concepts on each Advertising Campaign to the Lottery for review and consideration. Additionally, the Contractor will be required to assist the Lottery in the development of product logos or art for use, as requested by the Lottery. The Contractor must ensure the Creative Concepts are created and delivered within the timeframe specified by the Lottery.

The Contractor will provide the Lottery with a Creative Brief for each advertising initiative that describes the business opportunity, product overview, campaign objectives, general strategy, key consumer insights, project budget, sales targets and other measurable performance indicators against which the campaign will be evaluated. The Contractor’s Creative Brief must be approved in advance by the Lottery, after which it will be used to inform the development of Production by providing details about the initiative, information about strategy, and guidance in creative development of a Production.

All Creative Concepts presented will be reviewed by the Lottery as determined to be in the best interest of the Lottery.


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1.7.2. Strategic Media Planning, Buying and Placement

The Contractor will deliver innovative and effective solutions for the Lottery’s statewide, multi-channel advertising program utilizing the most inventive and effective Media for the individual campaign goals and objectives, as determined by the Lottery.

1.7.3. Reports

The Contractor must prepare and submit weekly status reports to the Lottery Contract Manager detailing all current projects, initiatives, production jobs, promotional events, reports and meetings. Status reports at a minimum must include timelines and deadlines for all activity, providing no less than five business days for Lottery approval at any stage, unless otherwise authorized by the Lottery.

The Contractor must prepare and submit Conference Reports to the Lottery Contract Manager within forty-eight (48) hours of any decision-making. The report at a minimum will document the date of the decision, the decision made, attendees, and next steps. The Contractor must provide a detailed budget to substantiate the elements required based on this report.

Print Audit: Within thirty days of the end of each Lottery fiscal year quarter, the Contractor must submit to the Lottery Contract Manager a quarterly Media print audit report that includes the name of publication, circulation, DMA, year established, publication frequency, distribution sites and publisher information.

1.8. QUOTING PROCESS

Nothing in this Solicitation or the resulting Agreement will preclude the Lottery from performing and obtaining for itself, or from purchasing commodities and/or services as described in this Solicitation from other vendors. Deliverables and tasks are subject to change within the scope each fiscal year based upon variations in annual appropriations, and the effectiveness of the Lottery’s advertising/marketing plan.

The Lottery, at its sole discretion may, but is not obligated to, request Creative Concepts, advertising, and/or pricing from its other advertising/marketing contractors or from other vendors. The Lottery will select, at its sole determination, the Creative Concept and/or advertising best suited for each product launch.

1.9. UNKNOWN, UNANTICIPATED, UNSPECIFIED TASKS

During the course of the Agreement resulting from this Solicitation, the Lottery may obtain additional commodities and/or services within the general scope of the initial Solicitation and/or Agreement. Additionally, the Lottery may execute service level agreements for related commodities and/or services.


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During the term of the resulting Agreement, including any renewals, extensions, and/or emergency procurements the Lottery reserves the right to negotiate with the Contractor for the provision of additional commodities and/or services on an as needed basis within the general scope of the Solicitation/Agreement. Additional commodities/services may be priced based upon time and materials, consultant rates, cost of deliverables, combination of one or more of the above, or another pricing model not identified above. After the Lottery and the Contractor have successfully negotiated cost, schedule, deliverables, and other applicable terms, the Contractor will provide a written Scope of Work to the Lottery. The Contractor must provide the Lottery with the total cost as well as a detailed, itemized statement of costs showing how costs are incurred and will be billed. The Lottery reserves the right to utilize other pricing sources available to ensure that it is receiving competitive market rates for additional commodities/services.

1.10. INDUSTRY CONFERENCES

Each fiscal year, the Contractor must send two individuals assigned to the Lottery’s account to industry conferences, such as PGRI, NASPL and WLA. These individuals will then share what they have learned and update the Contractor and Lottery teams on best practices in the industry. Additionally, the Contractor is encouraged to have individuals assigned to the Lottery account participate in industry training sessions offered by trade associations, such as WLA.

1.11. COLLABORATION BETWEEN AGENCIES

The Contractor will be responsible for establishing regular communications between and among the Lottery’s Spanish Language Market Contractor, General Market Advertising Contractor, Public Relations Contractor, Market Research Contractor and others as may be required to ensure seamless integration of the advertising program. Additionally, the Contractor will be responsible for maintaining regular communications with the Lottery’s On-line and Instant Ticket Contractors.

1.12. CONTRACTOR RESPONSIBILITY

The Contractor will be the Lottery’s sole point of contact with regard to contractual matters. The Contractor will assume sole responsibility for providing the services and/or commodities required by the Agreement, whether or not the Contractor is the direct supplier of said service, commodity, or any component thereof. Upon execution of the Agreement, the Contractor’s Account Manager will be the Lottery’s sole point of contact for all matters pertaining to the Agreement.

1.12.1. Quality of Work and Services

Notwithstanding "prior approval" requirements that may be reserved to the Lottery under the Agreement, the Contractor retains the ultimate responsibility to ensure and guarantee the quality of work and services to be provided under the Agreement. The Contractor is fully and solely responsible for performing and completing the services specified herein to the satisfaction of the Lottery.


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1.12.2. Personnel

If, during the course of the Agreement, the Lottery reasonably determines that certain Contractor personnel are unable or fail to perform their duties in a competent and professional manner, the Lottery will notify the Contractor in writing of its determination. The Contractor will remove said personnel from the Lottery account and will assign replacement personnel acceptable to the Lottery.

1.12.3. Subcontracting

The Lottery reserves the right to require the Contractor to obtain prior written approval from the Lottery before entering into written subcontracts for performance of work under the Agreement resulting from this Solicitation. All Substantial Subcontractors are subject to the prior written approval of the Lottery and will be subject to investigations required by Section 24.111 Florida Statutes. The Lottery must have the continuing right throughout the term of the Agreement to disapprove of Subcontractors if such disapproval would be in the best interests of the Lottery and/or is required by law. The Lottery will have the right to inspect and acquire any of the Subcontractor documents executed between the Contractor and the Subcontractor. No subcontract that the Contractor enters into with respect to performance under the Agreement will in any way relieve the Contractor of any responsibility for performance under the Agreement.

1.13. OWNERSHIP OF MATERIALS

The Lottery will own all data, documentary material, copy, creative material, video, audio, operating reports and Production originated and prepared exclusively for the Lottery pursuant to any contract or delivered in any manner under this Agreement, unless otherwise agreed to in writing by the Lottery.

1.13.1. Patents, Copyrights & Trademarks

Any and all patents, copyrights or trademarks accruing under or in connection with the performance under the Agreement are hereby exclusively reserved to the Lottery.

1.13.2. Title to, Use of, and Compensation for, Intellectual Property

Intellectual Property Rights are any rights with respect to inventions, discoveries, or improvements, including patents, patent applications and certificates of invention; trade secrets, know-how, or similar rights; the protection of works of authorship or expression, including copyrights and future copyrights; and trademarks, service marks, logos, and trade dress; and similar rights under any laws or international conventions throughout the world, including the right to apply for registrations, certificates, or renewals with respect thereto, and the rights to prosecute, enforce and obtain damages.


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To the extent that the Contractor utilizes or relies upon the Intellectual Property Rights of a Subcontractor or other third-party in fulfilling its obligations under the Agreement, the Contractor will notify the Lottery of such use as early as possible and provide the Lottery with whatever assurance the Lottery requires to ensure that the use of such Intellectual Property Rights is permissible.

The Lottery and the Contractor agree that any pre-existing Intellectual Property Rights which the Contractor owned prior to entering into the Agreement will remain the property of the Contractor, even though they are used in association with any product or service provided by the Contractor during the term of the Agreement. The Contractor will grant a license to the Lottery to use any such Intellectual Property as required under the circumstances. Subcontractor or other third-party proprietary software and related documentation must be sublicensed to the Lottery. There will be no charge to the Lottery for any user license required under this Agreement.

The cost of Intellectual Property fees for Subcontractor or other third-party products, logos, trademarks, brands, or labels not related to any specific game under the Agreement and that the Contractor utilizes, must be included in the Contractor’s annual vendor fee (commission) percentage to the Lottery. In addition, the Contractor may not separately charge the Lottery an Intellectual Property fee for any items owned by the Contractor.

1.13.3. Clearances, Releases, Waivers, Contracts and Licenses

During the preparation of advertising materials and prior to execution, printing and/or publication of any kind of advertising materials, and at its own expense, the Contractor is solely responsible for securing any necessary searches, rights, clearances, releases, waivers, contracts and/or licenses with respect to any and all elements used in the materials, including but not limited to Subcontractor and other third-party intellectual property, names, likenesses, testimonials, scripts, musical compositions, creative and/or similar materials, elements, or rights embodied or to be embodied in materials developed, provided, used, or prepared by the Contractor under the Agreement. The Contractor is solely responsible at its own expense for obtaining trademark, trade name, service mark, house mark, copyright, slogan and /or logo (collectively referred as “mark”) searches on materials which are to be used as an element in a campaign theme, slogan, logo, or other advertising or promotional purpose by the Lottery. These responsibilities continue throughout the Agreement term and any extensions. The Contractor must provide the Lottery with a written assessment of all searches upon request. The Contractor must also deliver to the Lottery, immediately upon request, written documentation evidencing (a) the Contractor’s exclusive ownership rights, or (b) its licensed rights as set forth above.


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1.14. ADVERTISING

1.14.1. Commercial Advertising

The Contractor will not use its relationship with the Lottery, the Agreement, or the results of the Agreement as a part of any commercial advertising without prior written consent of the Lottery. All advertising must be approved by the Lottery prior to release.

1.14.2. Lottery Name and Logo

The Contractor may not use the name of the Lottery or any logo or other promotional materials identifying the Lottery without the prior written permission of the Lottery, which may not be withheld within the Lottery’s sole discretion. All advertising must be approved by the Lottery prior to release.

1.14.3. News Releases

Only the Lottery is authorized to issue news releases relating to the Agreement and performance there under. The Contractor may request authorization to issue news releases from the Lottery Secretary or designee, which the Lottery has discretion to grant or deny.

1.14.4. Nondisclosure of Lottery’s Plans

The Contractor must use its best efforts to ensure that the details of the games planned by the Lottery are not disclosed to persons or organizations other than the personnel, agents, or Subcontractors of the Contractor whose assistance in the production of the game is necessary, until the Lottery announces same.

1.15. MYFLORIDAMARKETPLACE

1. Contractor Registration - Each Contractor doing business with the State for the sale of commodities or contractual services as defined in section 287.012, Florida Statutes, must register in the MyFloridaMarketPlace system, unless exempted under subsection 60A-1.030(3), Florida Administrative Code. Information about the registration process is available, and registration may be completed, at the MyFloridaMarketPlace website (link under Business on the State portal at www.myflorida.com). Interested persons lacking Internet access may request assistance from the MyFloridaMarketPlace Customer Service at (866) FLA-EPRO (866-352-3776) or from State Purchasing, 4050 Esplanade Drive, Suite 300, Tallahassee, Florida, 32399.

2. Transaction Fee – The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eProcurement system. Pursuant to Section 287.057(23), Florida Statute, all payments will be assessed a Transaction Fee of one percent, which the Contractor will pay to the State.

For payments within the State accounting system (FLAIR or its successor), the Transaction Fee will, when possible, be automatically deducted from payments to the Contractor.


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If automatic deduction is not possible, the Contractor will pay the Transaction Fee pursuant to subsection 60A-1.031(2), Florida Administrative Code. By submission of these reports and corresponding payments, the Contractor certifies their correctness. All such reports and payments will be subject to audit by the State or its designee.

The Contractor will receive a credit for any Transaction Fee paid by the Contractor for the purchase of any item(s) if such item(s) are returned to the Contractor through no fault, act, or omission of the Contractor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the Contractor’s failure to perform or comply with specifications or requirements of the Agreement.

Failure to comply with these requirements will constitute grounds for declaring the Contractor in default and recovering re-procurement costs from the Contractor in addition to all outstanding fees. CONTRACTORS DELIQUENT IN PAYING TRANSACTION FEES MAY BE EXCLUDED FROM CONDUCTING FUTURE BUSINESS WITH THE STATE.

1.16. BOND(S)

This section identifies the bonding requirements of the Agreement resulting from this Solicitation. All bonds required to be submitted in connection with this Solicitation and the resulting Agreement must be issued by a reliable surety company that has been in business with a record of successful continuous operation for at least five years and authorized to do business in the State of Florida.

1.16.1. Performance Bond

An appropriate performance bond or other security acceptable to the Lottery must be provided by the successful Vendor at execution of the Agreement in the amount of $2,000,000. The performance bond or other security must be conditioned on the full, faithful, and timely performance by the Contractor of all contractual duties and responsibilities.

The performance bond must be maintained throughout the Agreement term. It may be renewed annually or on another schedule, however, in such case the Contractor must provide proof of renewal to the Lottery no later than twenty days prior to lapse of coverage.

Other acceptable forms of security are: irrevocable letter of credit; certificate of deposit assigned to the Lottery which must be obtained from a financial institution having its principal place of business in the State of Florida; U.S. Savings Bonds, notes and bills; general obligation bonds and notes of any political subdivision of the state of Florida.

The aggregate fair market value of securities pursuant to this clause must exceed the amount stated above throughout the initial and/or renewal bond periods. Failure to post an additional bond or security within seven days after notice of deficiency may be grounds for immediate termination for cause.


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1.17. INSURANCE

The Contractor must acquire and maintain insurance coverage as set forth herein. The Contractor may not perform services or incur expenses until certificates of insurance for the required policies are received by the Lottery. The required policies must remain in force throughout the term of the Agreement and any extensions, and copies of the policies must be provided to the Lottery. The Contractor must name the State of Florida, Department of the Lottery as an additional insured on each of the foregoing policies (excluding workers’ compensation insurance). By requiring such coverage, the Florida Lottery will not be deemed to have waived any immunity from liability that it may otherwise have.

Certificates of insurance for each required policy must be provided to the Lottery within ten calendar days of execution of the Agreement. In addition, all certificates of insurance for renewals must be forwarded to the Lottery within ten calendar days prior to the policy expiration. Insurance policies must be executed by a company authorized to do business in the State of Florida. Each policy will contain a provision requiring the carrier to provide written notice to the insured at least forty-five (45) days prior to cancellation of the policy, except that in the case of cancellation for nonpayment of premiums or for fraud the notice will be given no fewer than ten days prior to cancellation. If the Contractor’s carrier cancels any policy, the Contractor must immediately obtain a replacement policy prior to expiration of the notice period. Failure to provide and maintain any insurance or security may result in termination of the Agreement.

1.17.1. Liability Insurance

An advertising agency liability insurance policy in an amount of not less than $1,000,000.

1.17.2. Commercial General Liability or Public Liability Insurance

Commercial general liability insurance having a limit of at least $5,000,000 per occurrence for bodily injury and $5,000,000 for any one occurrence for property damage.

1.17.3. Workers’ Compensation

Coverage for all Contractor employees who will be engaged in the performance of its contractual obligations during the term of the Agreement in accordance with Chapter 440, Florida Statutes, or other applicable worker’s compensation laws.

1.17.4. Errors and Omissions

An errors and omissions insurance policy in an amount of not less than $20,000,000.


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1.18. SCRUTINIZED COMPANIES

Section 287.135, Florida Statute, prohibits agencies from contracting with companies for goods or services of $1,000,000 or more, which is on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or are engaged in business operations in Cuba or Syria. Both lists are created pursuant to section 215.473, Florida Statute.

The Contractor represents and warrants that it will promptly notify the Lottery if it is placed on the scrutinized companies list during the Agreement term.

1.19. CONTRACTOR BUSINESS RECOVERY PLAN

The Contractor must submit a detailed Business Recovery Plan to the Lottery for approval no later than sixty (60) days after execution of an Agreement. The Business Recovery Plan must be updated annually or upon request of the Lottery. The Business Recovery Plan must include, at a minimum, a logistical plan describing how the Contractor will recover and restore partially or completely interrupted critical (urgent) functions after a disaster or extended disruption.

The Business Recovery Plan is a required deliverable for purposes of the applicable monthly invoice when the plan is due. The commodities and services covered by the invoice will not be considered to have been satisfactorily performed and will not be approved by the Lottery until the plan has been submitted and approved. Failure to timely submit an acceptable plan could result in a delay in payment of the invoiced amount. Costs associated with the development of a Business Recovery Plan are the sole responsibility of the Contractor.

1.20. VENDOR DIVERSITY INITIATIVES

The State of Florida is committed to supporting its diverse population by providing increased opportunity and diversity in State contracting processes. At a minimum the Contractor will commit to implementing business operations that give consideration to minority, veteran, and women-owned business enterprises in all subcontracting opportunities as well as routine acquisitions, supporting day-to-day operations in fulfilling the Vendor Diversity Agreement Terms required by the resulting Agreement. The Contractor will also provide monthly and/or quarterly reports of expenditures and projected expenditures with minority, veteran, and women-owned businesses.

1.21. BACKGROUND INVESTIGATIONS

The ability to conduct background investigations is a continuing right of the Lottery throughout the term of the Agreement.

If any organizational changes or changes of key personnel occur during the term of the Agreement, the Contractor and its Substantial Subcontractors, if any, will be required to submit Vendor Personal Profile Forms for a background investigation of new owners, officers, directors, shareholders, general partners or members joining the firm or the parent company, if any.


http://www.flalottery.com/exptkt/VendorDiversityAgreementTerms11-2014.pdf


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Organizational charts and resumes are required any time a change affecting the structure shown on the Contractor’s organizational chart is made. Personnel represented as integral to the performance of the required services in response to this Solicitation may be changed only with the Lottery’s prior written permission and only if such personnel remain employed by the Contractor. Any replacement personnel must possess at least equivalent skills and experience as the personnel being replaced. The Florida Lottery reserves the right to interview such replacement personnel if it deems it necessary. When reviewing proposed personnel changes, the Lottery will consider the successor’s experience and credentials.

If the Contractor or a Substantial Subcontractor is a subsidiary of a parent entity and the parent entity changes or undergoes organizational changes during the term of the Agreement, or any renewals thereof, the Lottery may request Vendor Personal Profile Forms, fingerprint cards and a Disclosure Affidavit, as appropriate to the changes, for the purpose of conducting background investigations.

The Contractor consents to cooperate with such investigations and to instruct its employees to cooperate. The Lottery may terminate the Agreement based upon any adverse results of background checks if the Lottery determines that its integrity, security, or goodwill may be in jeopardy.

1.22. CHANGE IN FINANCIAL CONDITION

If the Contractor experiences a material adverse change in financial condition or experiences other financial irregularities during the term of the Agreement with the Lottery, the Contract Manager must be notified in writing at the time the change occurs or is identified.

1.23. CONFIDENTIAL INFORMATION

Any information relating to the products, customers, business, marketing plans and policies of the Lottery or its affiliates that is supplied to the Contractor by or at the direction of the Lottery or acquired by the Contractor in the course of providing services to the Lottery, or developed by the Contractor in carrying out the Contractor’s duties under the Agreement, will be deemed to be confidential and proprietary information of the Lottery and the exclusive property of the Lottery.

Confidential Information does not include information that (a) is generally or becomes generally known to the public through no breach of the Agreement by the Contractor; (b) was already known to the Contractor prior to being disclosed under the Agreement; (c) was lawfully received by the Contractor from a third-party; (d) was independently developed by Contractor or (e) is required by any applicable law, regulation, or court order to be disclosed by the Contractor to any governmental, regulatory, or judicial body, in which event Contractor must provide the Lottery with advance written notice of the requirement or order to permit the Lottery to seek a protective order against such disclosure.

1.24. RIGHT OF USE

If, for any reason other than breach of Agreement by the Florida Lottery, Contractor should become unable to service the Agreement resulting from this Solicitation, the Florida Lottery will acquire a usufruct in all contractual items owned by the Contractor in conjunction with the Agreement and which are necessary to provide such services.


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Such usufruct will be limited to the right of the Lottery to possess and make use of these items solely for the use and benefit of the Lottery in maintaining, altering and improving the operational characteristics of the programs and systems being used under the Agreement. Such usufruct will be limited in time for the duration of the Agreement and in scope to those items being used by the Lottery and on the Lottery’s behalf under the Agreement. All items, including modifications or alterations thereof, will be kept in confidence, except to the extent that they are public records under Florida law, and will be returned to the Contractor when their usufruct purposes have been fulfilled.

1.25. FINANCIAL CONSEQUENCES FOR NON-PERFORMANCE

The Lottery reserves the right to withhold payment or implement other appropriate remedies when the Contractor fails to perform and/or comply with provisions of the resulting Agreement. These consequences for non-performance are not considered penalties.

1.26. LIQUIDATED DAMAGES

In the liquidated damages categories set forth in section 1.26.6, the Lottery and the Contractor agree that it would be extremely impractical and difficult to determine actual damages that the Lottery would sustain in the event of a breach of the Agreement. Any breach by the Contractor will delay and disrupt the Lottery's operations and will lead to damages; therefore, the parties agree that the liquidated damages specified in the sections below are reasonable. Assessment of liquidated damages will be in addition to, and not in lieu of, such other remedies as may be available to the Lottery. Except and to the extent expressly provided herein, the Lottery will be entitled to recover liquidated damages under each section applicable to any given incident.

1.26.1. Notification of Liquidated Damages

Upon determination that liquidated damages are to be assessed, the Lottery will notify the Contractor of the assessment in writing.

1.26.2. Severability of Individual Liquidated Damages

If any portion of the liquidated damages provisions is determined to be unenforceable in one or more applications, that portion remains in effect in all applications not determined to be unenforceable and is severable from the unenforceable applications. If any portion of the liquidated damages provisions is determined to be unenforceable, the other provision or provisions will remain in full force and effect.

1.26.3. Waiver of Liquidated Damages

The waiver of any liquidated damages due the Lottery will constitute a waiver only as to such liquidated damages and not a waiver of any future liquidated damages. Failure to assess liquidated damages within any period of time will not constitute a waiver of such claim by the Lottery.


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1.26.4. Payment of Liquidated Damages

Each of the categories of liquidated damages set forth below will constitute a separate liability of the Contractor, and assessment of one will not mitigate another. For example, liquidated damages assessed for failure to meet production dates will not mitigate any liquidated damages that may occur for a station failing to air Media. Once the Lottery has determined that liquidated damages are to be assessed, the Lottery will notify the Contractor of the assessment(s). Unless otherwise directed by the Lottery, all assessed liquidated damages will be deducted from any moneys owed to the Contractor by the Lottery. In the event the amount due the Contractor is not sufficient to satisfy the amount of liquidated damages, the Contractor must pay the balance to the Lottery within thirty (30) calendar days of written notification by the Lottery. In the event the Contractor fails to pay within the thirty (30) day period, the Lottery may make a claim for payment against the Performance Bond, with or without notice to the Contractor. To the extent that the Lottery determines that any damage was caused in part by the Lottery, or due to other circumstances beyond the Contractor’s control, the Lottery may reduce the damage assessment against the Contractor.

1.26.5. Delays and Liquidated Damages

The Contractor will not be required to pay liquidated damages for delays or difficulties due solely to matters that fall under Force Majeure, as defined in this Agreement, nor for time delays specifically due to, or approved in writing by, the Lottery. During a period of non-performance due to Force Majeure, payments from the Lottery to the Contractor may be suspended.

1.26.6. Categories of Liquidated Damages

1.26.6.1. Failure to Comply

1. Condition

The Contractor is required to comply with all commitments of this Solicitation, the Reply, and the Agreement including Market Plan Submissions, as well as all clarifications and amendments to these documents. If the Contractor should fail to timely perform as obligated by the Agreement, the Lottery may invoke liquidated damages where not otherwise specifically addressed in this section 1.26.


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2. Damage

In the event that the Contractor fails to timely perform as obligated by the Agreement, the Lottery may impose liquidated damages up to two thousand dollars ($2,000) per day or per incident (at the Lottery’s discretion) until the condition is rectified.

1.26.6.2. Timely Delivery

1. Condition

The Contractor is required to timely deliver materials to television or radio broadcasters, outdoor companies, newspapers, magazines, other Media suppliers or other Lottery Contractors at the agreed upon deadline.

2. Damage

In the event the Contractor fails to timely deliver materials, the Lottery may impose liquidated damages up to two thousand dollars ($2,000) per day for each day of delay or per incident (at the Lottery’s discretion) until the condition is rectified.

1.26.6.3. Unauthorized Copy

1. Condition

The Contractor is required to ensure that distributed materials have received the Lottery’s prior written approval.

2. Damage

For distribution of materials that do not have the Lottery’s prior approval or are not in conformity with Lottery-approvals, up to five thousand ($5,000) per day for each day or per incident (at the Lottery’s discretion) until the condition is rectified.

1.26.6.4. Damages to the Lottery Brand

1. Condition

The Contractor will ensure that all employees and Subcontractors are responsible for representing the Lottery brand, in accordance with the Lottery’s Advertising Guidelines at all Lottery sponsored events.

2. Damage

Failure to perform in accordance with the Lottery’s Advertising Guidelines the Lottery at its sole discretion may impose liquidated damages up to ten thousand dollars ($10,000) per incident.




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1.27. INDEMNIFICATION

The Contractor agrees to defend, indemnify, and hold the Lottery harmless from and against any loss resulting from any claim made or brought against it arising out of:

1. The Contractor’s failure to obtain a required consent of any nature whatsoever;

2. The Contractor’s contracts with third parties;

3. The Contractor’s unauthorized use of name or likeness of any person, libel, slander, defamation, disparagement, piracy, plagiarism, unfair competition, idea misappropriation, infringement of copyrights or trademarks, slogan or other property rights and any invasion of the right of privacy;

4. Breach of the Contractor’s obligations under the Agreement; or

5. The Contractor’s negligence or willful misconduct.

This paragraph, insofar as it applies to work undertaken while the Agreement is in effect, will survive the termination of the Agreement.

1.28. TERMINATION

After receipt of a Notice of Termination, except as otherwise specified by the Lottery, the Contractor must:

1. Stop work under the Agreement on the date, and to the extent specified, in the notice;

2. Place no further orders or subcontract for materials, services, or facilities except as may be necessary for completion of such portion of the work under the Agreement that is not terminated;

3. Assign to the Lottery effective on the date of the Agreement termination, in the manner, at the time, and to the extent specified by the Lottery, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the Lottery has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts and to reduce any settlement amount determined by the amount paid for such orders or subcontracts;

4. Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Lottery to the extent the Lottery may require. The Lottery's approval or ratification will be final for the purposes of this part;

5. Upon the effective date of termination of the Agreement and the payment by the Lottery of all items properly chargeable to the Lottery hereunder, the Contractor must transfer, assign, and make available to the Lottery all property and materials belonging to the Lottery and all right and claims to any and all reservations, contracts and arrangements regarding the Agreement. No extra compensation is to be paid to the Contractor for its services in connection with any such transfer or assignment.


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Concurrently with such transfer or assignment, the Lottery will assume the obligations of the Contractor, if any, on all contracts with third parties which are not subject to cancellation;

6. Upon termination of the Agreement by the Lottery, the Contractor will be deemed to have released and relinquished to the Lottery any and all claims or rights it may otherwise have to common law or statutory copyright with respect to all or any part of unpublished material prepared or created by the Contractor in the course of its performance hereunder;

7. Complete performance of such part of the work as has not been terminated by the Lottery;

8. Take such action as may be necessary, or as the Lottery may specify, to protect and preserve any property related to the Agreement which is in the possession of the Contractor and in which the Lottery has or may acquire an interest; and

All proprietary materials and associated information are considered to be the property of the Lottery and will be returned to the Lottery upon termination of the Agreement.

1.28.1. Termination for Cause

The Lottery reserves the right to immediately terminate the Agreement, in whole or part, by providing written notice to the Contractor if the Lottery determines, in its sole discretion that any of the following has occurred:

1. The Contractor knowingly furnished any statement, representation, warranty or certification in connection with this Solicitation or the Agreement, which representation is materially false, deceptive, incorrect, or incomplete;

2. The Contractor fails to perform to the Lottery's satisfaction any material requirement of the Agreement or defaults in performance of the Agreement;

3. The performance of the Agreement is substantially endangered by the action or inaction of the Contractor, or such occurrence can be reasonably anticipated;

4. The State enacts a law which removes or restricts the authority or ability of the Lottery to conduct the commodities or services identified in this Solicitation;

5. The Contractor's firm or assets are acquired by or combined with another company or concern during the Agreement period;

6. The Contractor or any Substantial Subcontractor fails to maintain standards of financial responsibility, character, reputation, or integrity as determined by the Florida Lottery;

7. The Contractor is placed on the convicted, suspended discriminatory, or scrutinized vendor lists; or

8. The actions or inaction of the Contractor or Contractor's employees pose a threat to the security or integrity of the Lottery. In such an event, the Lottery may terminate the Agreement immediately by telephonic notification followed by written notice.


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Should the Lottery give notice of termination for reasons in sub-paragraphs 2 or 3 above, the Contractor will have seven days after receipt of said notice to remedy the failures or problems. If the Contractor fails to remedy, the Lottery may order the Contractor to stop immediately all work and terminate the Agreement.

If the Agreement is terminated for cause by the Lottery, the Lottery will be obligated only for the goods actually delivered and accepted or services actually rendered prior to the date of notice of termination, less any liquidated damages or other damages that maybe assessed for non-performance.

1.28.2. Termination for Convenience

The Lottery reserves the right to terminate the Agreement or any part of the Agreement at its convenience, with thirty (30) calendar days’ written notice. The Lottery will incur no liability for materials or services not yet ordered if it terminates for convenience. If the Lottery terminates for convenience after an order for materials or services has been placed, the Contractor will be entitled to compensation and reimbursement to the extent provided in the Agreement upon submission of invoices and proper proof of claim, in that proportion which its services and products were satisfactorily rendered or provided, as well as for costs otherwise reimbursable under this Agreement which were necessarily incurred in the performance of work up to time of termination.

1.28.3. Termination by Mutual Agreement

With the written mutual agreement of both parties, the Agreement or any part of the Agreement may be terminated on an agreed date prior to the end of the Agreement period without penalty to either party.

1.29. TICKET PURCHASE AND PRIZE PAYMENT RESTRICTIONS

No officer or employee of the Contractor for a major procurement; relative living in the same household with such officer or employee; or immediate supervisor of such officer or employee may purchase a Lottery ticket offered in the State of Florida if the officer or employee is involved in the direct provision of goods or services to the Lottery or has access to information made confidential by the Lottery.

The Contractor will ensure that this requirement is made known to each affected individual and will provide the Lottery with an annual list of affected officers and employees.

1.30. COMPLIANCE WITH ASSOCIATION STANDARDS

All services, products, systems, and procedures to be employed by the Contractor must comply with the requirements and the operational standards issued by any multi-jurisdictional association to which the Lottery belongs or become a member.


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1.31. ANNUAL FINANCIAL AUDITS

Under the Agreement, the Contractor must meet specific auditing obligations:

1. The Contractor must provide the Lottery certified financial statements with an independent auditors report, in accordance with US GAAP or IFRS, annually after the close of the Contractor’s fiscal year.

2. The Contractor must provide the Lottery with Securities and Exchange Commission (SEC) 10-K and 10Q reports (or the appropriate non-U.S. equivalent) as they are issued, together with any other reports required pursuant to Section 13 of the Securities and Exchange Act of 1934, as amended, if applicable.

1.32. QUALITY CONFORMANCE REVIEW

The Contractor must commit to a business philosophy that includes continuous quality improvement as a goal. This will include participating with the Lottery in any business process improvement initiatives, including but not limited to meetings, conference calls, and other initiatives as required by the Lottery, in which the commodities or services provided by the Contractor would be affected. The Contractor must provide progress updates on any quality improvement action items assigned.

1.33. CHANGES AND CORRECTIONS TO COMMODITIES AND SERVICES

The Contractor must report any relevant deficiencies in services provided and is responsible for ensuring that corrections are incorporated in a timely and responsible manner, as reasonably stipulated by the Lottery, and at no additional cost to the Lottery.

The Contractor is not permitted to procure commodities or services on behalf of the Lottery for which any supplier announces an end to support. The Lottery may determine that changes and enhancements are needed to support its evolving mission and business requirements beyond those established by this Solicitation.

1.34. CHANGE OF SCHEDULES

The Lottery reserves the right, in its own best interest, to modify, reject, cancel or stop any and all plans, schedules or work in progress.

1.35. HOSPITALITY OF GOODS AND SERVICES

Contractor acknowledges the prohibition against acceptance of gifts by Lottery employees, as provided in the paragraph of the Agreement titled, “Ethics Policy: Gifts Prohibited.” Consistent with that provision, Contractor agrees that the acceptance of Hospitality Goods or Services it provides under the Agreement is based on potential use by the Lottery for business development, retailer appreciation, or for the sole purpose of reviewing and auditing a Lottery-sponsored event. Approval of the acceptance and use of Hospitality Goods and Services provided by Contractor is at the discretion of the Lottery, consistent with this provision.


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“Hospitality Good or Services” is defined as anything of value including, but not limited to, event tickets, other means of admission to events such as passes, hotel accommodations, meals, receptions, or travel. The Contractor must cooperate with the Lottery by furnishing such credentials and other documentation as may reasonably be required by the Lottery for purposes of ensuring that Hospitality Goods or Services are used in a manner consistent with the Agreement and Lottery procedures; and must fully cooperate in any audits conducted by or on behalf of the Lottery regarding the furnishing or use of Hospitality Goods or Services.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

Attachment B: Evaluator Multiplier Score Form Phase I: Scope of Work Response & Solution


Vendor:

Evaluator Name:

Multiplier Scoring Scale

Description The Vendor’s Reply may receive a higher or lower score for this criterion based upon the quality of

submission.

Multiplier Score

(whole numbers only)

The Vendor’s Reply for this criterion demonstrates or describes extensive competence, proven capabilities, an outstanding approach to the subject area, innovative, practical and effective solutions, a clear and comprehensive understanding of the requirements, planning for the unforeseen, and demonstrated experience and skills. Evaluator could not determine any significant limitations or concerns.

5

The Vendor’s Reply for this criterion demonstrates or describes clear competency, consistent capability, a reasoned approach to the subject area, feasible solutions, a sound understanding of the requirements, and demonstrated experience and skills in some areas. The Evaluator only determined minor limitations or concerns.

4

The Vendor’s Reply for this criterion demonstrates or describes a fundamental competency, adequate capability, basic approach to the subject area, apparently feasible but somewhat unclear solutions, a fair understanding of the requirements, and a lack of demonstrated experience and skills in some areas. The Evaluator determined notable limitations or concerns.

3

The Vendor’s Reply for this criterion demonstrates or describes minimal capability, an inadequate approach to the subject area, infeasible or ineffective solutions, is somewhat unclear, demonstrates a lack of understanding of the requirements, and a lack of demonstrated experience and skills. The Evaluator determined serious flaws or concerns.

2

The Vendor’s Reply for this criterion demonstrates or describes a significant or complete lack of understanding, an incomprehensible approach, and a significant or complete lack of skill and experience.

1

The Evaluator determined the Reply to be so severely flawed for this criterion as to render an essential element of the criterion unworkable, or not addressed at all.

0



Advertising Approach 1000 Maximum Criterion Points Possible

Evaluation Criteria

Evaluator Multiplier

Score Scale (0-5)

Criterion Weight Factor

To what extent does the Vendor’s proposed advertising approach meet the needs to successfully implement the Scope of Work outlined in Part 3 and Attachment A of this Solicitation? (200 points)

40

To what extent does the Vendor describe the procedures proposed for use in the selection and development of basic creative strategies? (75 points)

15

To what extent do the proposed creative strategy procedures demonstrate an effective strategy/plan for the Lottery, align with the Lottery’s objectives and the requirements of this Solicitation? (100 points)

20

To what extent does the Vendor demonstrate the use of market research to provide effective advertising, including but not limited to identification of specific cases where market research was used in the development of advertising strategies and tactics? (75 points)

15

To what extent does the Vendor describe its methodology for analyzing the market situation? (75 points)

15

To what extent is the Vendor’s recommended strategic approach including rationale, identification of consumer insight sources, and explanation of development process described? (75 points)

15

To what extent does the Vendor’s approach and methodology to media placement demonstrate an effective strategy/plan for the Lottery, align with the Lottery’s objectives and the requirements of this Solicitation? (200 points)

40

To what extent does the Vendor’s approach and methodology to production demonstrate an effective strategy/plan for the Lottery, align with the Lottery’s objectives and the requirements of this Solicitation? (200 points)

40



Vendor Qualifications and Experience 1000 Maximum Criterion Points Possible

Evaluation Criteria


Score Scale (0-5)


To what extent does the Vendor’s qualifications/experience providing advertising services meet the requirements and needs to successfully perform the Scope of Work outlined in Part 3 and Attachment A of this Solicitation? (75 points)

15

To what extent does the Vendor demonstrate experience in providing advertising services of a similar complexity and nature as the services sought in this Solicitation? (75 points)

15

Does the Vendor have an organizational structure in place to properly manage the Lottery account and deliver required end products in a timely manner of the highest quality? (75 points)

15

To what extent does the Vendor have a Tallahassee presence? (100 points) 20

To what extent does the Vendor demonstrate experience in corporate image advertising? (30 points)

6

To what extent does the Vendor demonstrate experience in consumer goods/products or retail advertising? (30 points)

6

To what extent does the Vendor demonstrate experience in entertainment advertising? (30 points)

6

To what extent does the Vendor demonstrate experience in non-traditional marketing strategies, including but not limited to, social media and web based advertising? (30 points)

6

To what extent does the Vendor demonstrate experience in cooperative promotions? (30 points)

6

To what extent does the Vendor demonstrate the capability to ensure efficient and effective media placement? (150 points)

30

To what extent does the Vendor demonstrate the capability to minimize production costs and maximize efficiency of production? (150 points)

30

To what extend does the Vendor demonstrate knowledge and familiarity of Florida’s population and demographics; and experience in developing advertising campaigns for Florida-based companies or Florida markets? (150 points)

30



To what extent does the Vendor’s annual billings chart demonstrate the Vendor’s experience, over the previous 5 fiscal years, providing advertising services, to clients, of a similar complexity and nature as the services in this Solicitation? (75 points)

15

Vendor Personnel Qualifications (Staffing Plan) 740 Maximum Criterion Points Possible

Evaluation Criteria


Score Scale (0-5)


To what extent does the Vendor’s proposed staffing plan meet the needs of the services described in this Solicitation (90 points)

18

To what extent does the Vendor’s approach to staff changes and training described; and how well does approach demonstrate an effective strategy/plan for the Lottery, align with Lottery’s objectives, the requirements of this Solicitation? (100 points)

20

To what extent is the Vendor’s plan for staffing the Florida Lottery account in Account Management described; were resumes for all proposed key personnel provided; and to what extent do the personnel proposed have relevant experience, knowledge, skills and longevity with the company? (110 points)

22

To what extent is the Vendor’s plan for staffing the Florida Lottery account in Creative Management described; were resumes for all proposed key personnel provided; and to what extent do the personnel proposed have relevant experience, knowledge, skills and longevity with the company? (110 points)

22

To what extent is the Vendor’s plan for staffing the Florida Lottery account in Media Management described; and were resumes for all proposed key personnel provided; and to what extent do the personnel proposed have relevant experience, knowledge, skills and longevity with the company? (110 points)

22

To what extent is the Vendor’s plan for staffing the Florida Lottery account in Advertising Production Management described; were resumes for all proposed key personnel provided; and to what extent do the personnel proposed have relevant experience, knowledge, skills and longevity with the company? (110 points)

22

To what extent is the Vendor’s plan for staffing the Florida Lottery account in Research Management described; were resumes for all proposed key personnel provided; and to what extent do the personnel proposed have relevant experience, knowledge, skills and longevity with the company? (110 points)

22



Examples of Executed Advertising 740 Maximum Criterion Points Possible

Evaluation Criteria


Score Scale (0-5)


Did the Vendor provide two (2) advertising campaign examples, as specified in section 4.5.4.1? (125 points) 25

To what extent did the advertising campaign examples submitted demonstrate creativity, imagination, quality, product placement, and brand awareness? (210 points)

42

Did the Vendor provide a narrative, explaining elements of the campaign that adequately addressed the budget; marketing objective; creative strategy; positioning; media strategy/execution; and post media analysis/sales results? (70 points)

14

Did the Vendor provide the individual examples of advertising media, as specified in section 4.5.4.2? (210 points) 42

To what extent did the individual examples of advertising media submitted demonstrate creativity, imagination, quality, product placement, and brand awareness? (125 points)

25

Optional Offerings 200 Maximum Criterion Points Possible

Evaluation Criteria


Score Scale (0-5)


To what extent do the proposed optional offerings(s) demonstrate the Vendors corporate capability or ability to adapt to or expand in a fast growing market? (65 points)

13

How likely is the proposed optional offering(s) to be utilized, now or in the future, by the Florida Lottery? (75 points)

15

Is the optional offering description(s) thorough and comprehensive, both in rationale and plan for implementation? (60 points)

12

Evaluator Signature Date

Attachment C General Market Advertising Services Cost Reply

Page 1 of 1

Annual Commission Percentage: % ____________________ 5 year initial term Vendor’s Name

F.E.I.D #

Signature of Authorized Representative

Printed / Typed Name of Authorized Representative

Mailing Address

City, State, Zip

Email Address

Telephone Number Fax Number Authorized Representative: This Cost Reply form must be signed by an Authorized Representative of the responding Vendor. A document establishing delegated authority must be included with the Reply if signed by other than the Authorized Representative.

Attachment D Creative Work Assignments


Scratch-off Advertising

The Lottery industry in the U.S. has seen a decline in $1 and $2 ticket sales, price points that are widely regarded a vital to encouraging new playership and sustained growth in lottery scratch-off sales. While larger price point tickets ($5, $10, and $25) generate the most revenue in terms of gross ticket sales, the actual number of tickets sold at the $1 and $2 level far exceed the higher denomination games, reinforcing the importance of growth in these categories. Many lotteries, in an effort to capitalize on the demand and gross sales revenue generated from their higher denomination tickets, have shifted focus away from their $1 and $2 scratch-off games. While in most cases the adverse impact of lost entry level playership has been overshadowed by record-breaking sales across lottery jurisdictions, the long-term effect will be far reaching as these price points typically contribute the greatest revenue share to each State’s transfer percentage.

Work Assignment #1: Utilizing section 4.6 of the Solicitation as a guideline, develop a broad based scratch-off advertising campaign to be used on a re-occurring schedule to provide marketing support for scratch-off game launches. The campaign should include both social and paid media recommendations that will enable the Florida Lottery to efficiently promote each game launch throughout the entire fiscal year.



Life of the Brand

(SALES GOAL:” $6.5B with no major new products added)

Since its inception in 1988, the Florida Lottery has been one of the most successful lotteries in the industry. For the Florida Lottery’s 25th anniversary in 2012, the Florida Lottery underwent an extensive brand refresh to rejuvenate excitement into the brand.

Florida has grown faster than any other U.S. Lottery except California over the past 4 years (33.4% in total or an average of +8.3% per year), yet the next 5 years will be challenging with a sales goal of $6.5B requiring an overall increase of $1B (or an average yearly growth rate of +3%), without adding any new major game such as keno or video lottery terminals. Additionally, while our Scratch product has enjoyed more growth than any other U.S. lottery over the past 4 years while our Terminal game sales have remained flat or declined as a result of low Jackpots and Jackpot game sales.

As a mature Lottery, the Florida Lottery has been able to achieve annual sales growth by offering a complete product mix of Scratch-off games and traditional terminal games and has grown into a $5.37 billion a year organization. The Florida Lottery’s long-range sales goal is to achieve $6.5 billion in the next five years which may be a little more challenging because of legal limitations on introducing non-traditional games using new technologies. The Florida Lottery’s strategies will be to build loyalty of the Lottery brand and products among current players and help attract new and lapsed players with a clear and efficient positioning of new and current games as part of the overall fun and excitement of playing Lottery games.

Over the next five years, the Lottery will need aggressive marketing campaigns, both paid and earned, to promote its products in order to reach its goal of $6.5 billion in sales. It’s important that we tie our messaging to our five brand pillars (Driving Excitement, Funding Tomorrow, Integrity Above All, Optimistic Moments, Flamingo Pride).

Work Assignment #2: Utilizing section 4.6 of the Solicitation as a guideline, develop a creative presentation for the Florida Lottery brand, including methods to effectively communicate the Lottery’s five brand pillars, and include media recommendations maximizing the use of traditional media and new technology.

Additionally, identify how you plan to use your advertising budget to ensure he Lottery meets its growth plans over the next 5 years. The plan should address both increasing the strong sales we’ve enjoyed with our Scratch product (in part because of consistent advertising), while at the same time working to reverse the flat or declining Terminal game sales trend. It should also address and explain how you would execute your plan by market area in addition to considering different ways to distribute the current ad spending i.e. media, billboards, radio, social, or any new outlets.



Powerball/Lotto:

The Florida Lottery’s two most popular terminal games are POWERBALL® and FLORIDA LOTTO®

because of their ability to generate exciting jackpots. POWERBALL, the first multi-state mega-jackpot game in the U.S., has the highest brand awareness in the industry. POWERBALL sales are very volatile as they are dependent on big jackpots for growth. In recent years, POWERB ALL sales have declined due to lack of large jackpots and jackpot fatigue. The challenge with POWERBALL is to show value for the $2 price and to re-energize the brand with less dependence on jackpots.

FLORIDA LOTTO has the most local brand recognition and loyalty of all the Florida Lottery’s games. Even with stiff competition from the Lottery’s two multi-state jackpot games— POWERBALL and MEGA MILLIONS—FLORIDA LOTTO continues to have the highest game awareness, past year play and past month play. Because of the loyal core players, FLORIDA LOTTO sales are more stable at the lower jackpot levels but now fail to attract new players at the higher jackpot levels. Effective product positioning and brand messaging is very important to the success of these jackpot games to help sustain sales at all jackpot levels.

Powerball and Lotto are both mature brands with Powerball considered a “national game” while Lotto is a “Florida game”. Consumers tend to associate with and play because the of high Jackpot payout potential both games offer. As a result, sales lag when Jackpots are low even though those “low” Jackpots would be welcomed if won and other prizes exist, especially the Powerball $1M prize levels.

Work Assignment #3: Utilizing section 4.6 of the Solicitation as a guideline, develop a creative strategy, media strategy and creative presentation including product positioning slogans for each of these two games.

Additionally, identify how you would use your advertising budget to re-direct consumers to play on a consistent basis and change their perception to “any Jackpot amount” is a good reason to play and win, not just the very large Jackpot amounts.

Attachment E: Evaluation Multiplier Score Form Phase II: Creative Work Assignments, Oral Presentation & Interview


Vendor:

Evaluator Name:

Multiplier Scoring Scale

Description The Vendor’s Reply may receive a higher or lower score for each criterion based upon the quality of

submission.

Multiplier Score

(whole numbers only)

The Vendor’s Reply for this criterion demonstrates or describes extensive competence, proven capabilities, an outstanding approach to the subject area, innovative, practical and effective solutions, a clear and comprehensive understanding of the requirements, planning for the unforeseen, and demonstrated experience and skills. Evaluator could not determine any significant limitations or concerns.

5

The Vendor’s Reply for this criterion demonstrates or describes clear competency, consistent capability, a reasoned approach to the subject area, feasible solutions, a sound understanding of the requirements, and demonstrated experience and skills in some areas. The Evaluator only determined minor limitations or concerns.

4

The Vendor’s Reply for this criterion demonstrates or describes a fundamental competency, adequate capability, basic approach to the subject area, apparently feasible but somewhat unclear solutions, a fair understanding of the requirements, and a lack of demonstrated experience and skills in some areas. The Evaluator determined notable limitations or concerns.

3

The Vendor’s Reply for this criterion demonstrates or describes minimal capability, an inadequate approach to the subject area, infeasible or ineffective solutions, is somewhat unclear, demonstrates a lack of understanding of the requirements, and a lack of demonstrated experience and skills. The Evaluator determined serious flaws or concerns.

2

The Vendor’s Reply for this criterion demonstrates or describes a significant or complete lack of understanding, an incomprehensible approach, and a significant or complete lack of skill and experience.

1

The Evaluator determined the Reply to be so severely flawed for this criterion as to render an essential element of the criterion unworkable or not addressed at all.

0



Work Assignment #1: Scratch-off Advertising Campaign 220 Maximum Criterion Points Possible

Evaluation Criteria


Score Scale (0-5)


Was the Finalist’s proposed campaign a rational, appropriate response to the Work Assignment, a campaign that would seem to have a rational chance at success?

7

Did the Finalist demonstrate creativity, imagination and originality in its proposed campaign?

7

Was the campaign feasible considering the budget limitation, available media and the diversity of the Florida markets?

3

Was the campaign presentation thorough and comprehensive, both in its rationale and in its plan for execution?

3

Was the Finalist’s oral presentation well-organized and effective and were answers to the Evaluation Team’s questions concise, responsive and clearly expressed?

3

Did the Finalist’s oral presentation and the answers provided to the Evaluation Team’s questions support a conclusion that the Finalist’s team possesses the credentials, professionalism and commitment to provide top quality advertising services to the Lottery within a constructive and agreeable working relationship?

21




Work Assignment #2: Life of the Brand 350 Maximum Criterion Points Possible

Evaluation Criteria


Score Scale (0-5)



15


15


5


5


5


25




Work Assignment #3: Powerball/Lotto 350 Maximum Criterion Points Possible

Evaluation Criteria


Score Scale (0-5)



15


15


5


5


5


25
