Request for Proposals (“RFP”) Oregon State Lottery On Call …bids.findrfp.com/xDocs/6b6fe689f1aa4449a1975a47f7df93cd... · 2018-10-04 · • Marketing mix modeling • Price

Request for Proposal #11314 Market Research and Advanced Analytics Services Final CONFIDENTIAL: This document contains information proprietary to Lottery as confidential and trade secrets under ORS 192.345(2). The document should not be disclosed in response to a public records request without prior review, guidance, and approval of the Oregon Attorney General’s Office.

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Oregon State Lottery Procurement Department 500 Airport Road SE PO Box 12649 Salem, OR 97309-0649

Request for Proposals (“RFP”) Oregon State Lottery On Call Professional Services (“Services”)

for Market Research and Advanced Analytics

RFP Number: #11314

Date of Issue: October 1, 2018

Proposal Submission Deadline Date and Time: October 31, 2018 by 3:00 PM (PT)

THIS IS A GENERAL PROCUREMENT AS DEFINED IN OAR 177-037-0000(2)

Issued By: Katie Shaw, CPPB Oregon Lottery Procurement Analyst Phone: 503-540-1340 Fax: 503-540-1344 Email: [email protected]


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SECTION ONE BACKGROUND & PURPOSE

1. BACKGROUND

Lottery’s Qualified Vendor List (“QVL”) is an ongoing, structured, and fair approach to identifying different research and analytics firms, their capabilities, and their experience for Lottery to draw on to meet its business needs in an efficient and effective way. The QVL is managed by Lottery’s Research & Analytics (“R&A”) department. This department provides the following functions: (a) Market Research, (b) Business Analytics/ Modeling/ Metrics, and (c) Industry Intelligence. The R&A department operates within the Lottery’s Corporate Affairs division and is closely integrated with other divisions of the Lottery including Security, IT, Gaming Operations and Marketing. The State of Oregon, acting by and through its Oregon State Lottery Commission (“Lottery”) is requesting submissions of qualifications (“Proposal”), to provide market research and advanced analytics (altogether “Services”) as described in this Request for Proposal (“RFP”) on an on-call basis to meet the objectives set forth in Section Two. This RFP process and any subsequently awarded contract are governed by Oregon State Lottery Procurement Rules found in Oregon Administrative Rules (“OAR”) Chapter 177, Division 36. All capitalized terms used but not defined in this RFP are defined in OAR Chapter 177, Division 36.

1.1. PURPOSE

Lottery is seeking to develop a list of qualified market research and analytics firms (“Qualified Vendor”) with expertise in one or more of the following categories:

• Category 1: Market Research Services (full service qualitative and/or quantitative research)

• Category 2: Advanced Analytics Services (forecasting, portfolio optimization, marketing mix modeling, price-elasticity, customer segmentation, conjoint analysis, etc.)

• Category 3: Specialized Research Support Services (focus group moderating, dialer data collection, transcription, report writing, data coding, cleaning and tabulation, etc.)

The capabilities and scope of work included in each of the above categories are described in Section Two, Scope of Work. Firms may respond to this RFP, and if Lottery determines that a responding firm is qualified in one or more of these categories as described in this RFP, the firm will be awarded the opportunity to enter into an agreement with Lottery (“Master Agreement”), and may be considered for contracts (“Work Order Contracts” or “WOCs”) with Lottery under the Master Agreement for services in one or more of the above categories, depending upon qualifications. Firms do not need to provide all of the services listed to qualify for a particular category. Understanding the capabilities of each firm will allow Lottery to select the appropriate Qualified Vendor for each project based on Lottery needs and firm capabilities. Lottery does not promise or guarantee that it will award any Work Order Contracts to firms that have entered a Master Agreement with Lottery, nor does Lottery guarantee that a particular number of Work Order Contracts will be awarded.

Disclaimer: Lottery makes no representation or warranty concerning the accuracy or completeness of any RFP information. By submitting a Proposal, each firm expressly waives all claims of any nature against Lottery relating to or arising out of the accuracy, completeness or continued validity of any information published in connection with this RFP.


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SECTION TWO

SCOPE OF WORK Vendor performance is based on deliverable products and outcomes. The scope of potential Services and deliverables are described in this Section Two. By establishing a list of Qualified Vendors through this RFP, Lottery may obtain market research, advanced analytics and data processing services in any combination, through Work Order Contracts. Lottery may negotiate the final descriptions of work tasks and deliverables for all Work Order Contracts awarded to Qualified Vendors.

2. SCOPE OF POTENTIAL SERVICES

Lottery is seeking qualified firms to conduct market research, advanced analytics and specialized research support services on an as-needed basis. The Services listed below will inform Lottery’s “customer-first” initiatives in the following areas:

• Understanding current and prospective players and measuring associated opportunity

• Game portfolio optimization

• Product development/testing

• Retail/channel strategies

• Marketing/advertising

• Brand health/tracking

2.1 Desired Categories of Services Lottery may obtain the Services specified in Section 1.1 to address some or all of the following:

2.1.1 Category 1 Market Research Services Lottery is looking for full service and specialized research vendors who can consult with Lottery to develop project objectives, identify and carry out the appropriate methodology or methodologies to address those objectives, analyze data and develop and report on insights in a compelling way to stakeholders at all levels of the organization. Anticipated Services may involve the following methods:

• Online quantitative studies (surveys)

• Online qualitative studies (focus groups, bulletin boards, communities, diaries/journals, etc.)

• Telephone surveys

• In-person qualitative (focus groups, workshops, in-depth interviews, executive interviews, observational research, ethnography, mystery shopping, etc.)

• In-person quantitative (intercept surveys)

• Eye-tracking/other biometric research

• Multi-lingual/Multi-cultural studies

• Multi-phased studies

• Multi-modal (phone/online/in-person)


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Vendors that qualify in this category may be asked to conduct the following types of research on behalf of Lottery:

• Advertising/message testing

• Brand positioning

• Business to business (B2B)/channel partner/retailer research

• Customer satisfaction

• Employee engagement

• Executive interviews

• Usability testing/User experience research

• Ideation workshops

• Mystery shopping/Merchandising audits

• Naming research

• Ethnography/Shop-alongs/Observational research

• Product development/Concept testing

• Multi-cultural research

• Research that includes exercises requiring advanced analytics (e.g., segmentation, conjoint, MaxDiff, Van Westendorp, forecasting, bundle optimization, TURF analysis, etc.)

• Tracking/Programmatic studies

2.1.2 Category 2 Advanced Analytics Services Vendors that qualify in this category may be asked to conduct the following types of analysis on behalf of Lottery to help the organization achieve its strategic goals:

• Marketing mix modeling

• Price elasticity and/or payout optimization

• Game mix/portfolio optimization (e.g., number of games by price point, prize volatility, play style, theme, etc.) within a single product line and/or across the Lottery game portfolio

• Demand/sales forecasting

2.1.3 Category 3 Specialized Research Support Services From time to time, Lottery needs Research Support Services in lieu of full service support. These Services may include, but are not limited to:

• Focus group moderating/Discussion facilitation

• Collecting electronic responses in a qualitative setting (e.g., dialer data collection & other techniques)

• Transcription services

• Data processing (cleaning, verbatim response coding and tabulation)


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• Recruiting/fielding services

• Analysis and reporting

2.3 Qualified Vendor Responsibilities

Vendor’s role and responsibilities as well as confirmation of scope of work, timing, and project cost will be negotiated at the time of a Work Order Contract award.

2.4 Lottery Responsibilities

Details regarding Lottery’s responsibilities related to the review and approval of deliverables, provision of available internal Lottery data, and participation in meetings/discussions will be negotiated at the time of a Work Order Contract award.


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SECTION THREE

EVALUATION CRITERIA & SCORING

THIS IS A MULTIPLE-TIERED EVALUATION PROCESS STEP ONE Written responses and sample deliverables will be evaluated and scores will be awarded based on Proposer’s qualifications and experience as described below. All categories below will be scored individually for each proposed Service category. A response is required for Sections 3.0 through 3.7 below. Proposals that do not include the required information or receive fewer than 85 points in Step One will be disqualified from further consideration. TOTAL POINTS POSSIBLE FOR STEP ONE FOR EACH PROPOSED SERVICE CATEGORY: 100 3.0 Confirm the Service categories your firm wishes to be considered for as part of this RFP.

The following Services are defined in Section 2.1. a. Category 1: Market Research Services

b. Category 2: Advanced Analytics Services

c. Category 3: Specialized Research Support Services

3.1 Expertise in Each Proposed Service Category (points possible: 25 per category)

a. Use the forms provided in Attachments 2 thru 4 (Experience Grids) to describe the number and scope of your firm’s engagements in the past 5 years for each Services category for which your firm wishes to be considered. This may include, but should not be limited to, engagements managed by Vendor’s Key Personnel prior to joining Proposer’s firm. Firms are encouraged to bid only in those categories where they can make a strong contribution. If your firm is not strong in a particular Service category, leave it blank or write N/A in the relevant grid(s). Scoring for each Service category will be based only on the experience categories completed in the Attachments. Each completed Service grid will be awarded between 0 and 25 points. The total score for Category 1 Market Research Services and Category 3 Specialized Research Support Services will be an average of scores for the completed grids in each category. Firms will not be penalized for Service or experience categories within a Service category they do not respond to.

b. Firms submitting for Category 1 Market Research and/or Category 2 Advanced Analytics

Services must provide three detailed case studies of relevant projects that reflect your firm’s success in delivering the Services to which your firm is responding. Case studies shall describe the project objectives, methods used to achieve these objectives, and how the client ultimately used your firm’s findings, conclusions, and recommendations to achieve its goals.

3.2 Team/ Key Personnel (points possible: 25)

a. Provide the names of proposed Key Personnel likely to be involved in work executed for Lottery. The same individual may fill multiple roles. Key roles may include, but are not limited to: i. Account Manager – Senior member of Proposer’s organization responsible for


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managing the overall client account and ultimately accountable for project performance ii. Primary Client Contact (Project Manager) – Responsible for day-to-day management of

the project and communication with client iii. Research Analyst/Data Scientist/Statistician iv. Moderator/Ethnographer v. Fielding/Recruiting Supervisor– Responsible for overseeing survey fielding/qualitative

research recruiting, interviewer/recruiter training, performance monitoring, data quality, etc.

vi. Staff Responsible for Reporting and Presenting Findings, Conclusions, and Recommendations

Please confirm which personnel categories above apply, based on the Service categories included in your Proposal.

b. Provide detailed resumes for each Key Person listed in Section 3.2a. Resumes must include years working for your firm, additional years of relevant experience working at other firms if applicable, educational background, and a summary of relevant knowledge and expertise.

Note: Lottery considers the above personnel described in 3.2a(i) through 3.2a(vi) as “Key Persons.” Proposer acknowledges and agrees that if awarded a Master Agreement under this RFP, Lottery has selected Proposer and is entering into a Master Agreement, in part, because of the expertise, experience, judgment, and personal attention of the proposed Key Persons, by name. Proposer shall not reassign or transfer a proposed Key Person to other duties or positions such that the Key Person is no longer available to provide Lottery with the Key Person’s services, without Lottery’s prior notification and consent to a replacement with substantially equivalent or better qualifications than the Key Person being replaced.

c. Identify any subcontractors that Proposer would be likely to utilize to perform tasks or

Services, and provide the following information: i. Subcontractor(s) name, address, principal place of business and telephone number of

legal entity, if applicable, and ii. Subcontractor(s)’ areas of expertise/categories of Services they would provide.

3.3 Sample Deliverables (points possible: 20)

a. Provide a sample executive summary or presentation that is representative of the quality of writing, insights, and thoughtfulness in design that Lottery would receive as part of future engagements. The report must be the resulting deliverable from a case study provided in section 3.1. Names of companies/products can be masked for confidentiality.

b. To be considered for in-person qualitative work under this RFP, provide a recorded sample of the moderating/interviewing conducted by the Moderator/Ethnographer submitted in response to Section 3.2a(v).

c. With the exception of Analysis and Report Writing and Focus Group Moderation/Discussion Facilitation, sample deliverables are not required for Category 3 Specialized Research Support Services.


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3.4 Industry Experience (points possible: 10) For each Service category to which your firm is responding, describe your firm’s experience in

providing those types of consultation and services for clients in the lottery, gaming, and other relevant industries/agencies.

3.5 Corporate Structure and Resources (points possible: 10)

a. Provide an organizational chart and information regarding your firm’s structure.

b. Identify the unit(s) within your company that would be assigned to work on potential, future projects for Lottery.

c. Provide your company’s total annual sales in its last full fiscal year. If applicable, provide the annual sales for the last full fiscal year for the unit that would be dedicated to working on Lottery projects.

3.6 References (points possible: 5) Provide a minimum of three and a maximum of six client references that illustrate your firm’s

ability to successfully perform services of a similar nature and scope to those for which Proposer is submitting qualifications. Include contact name, phone number, email address, and company name. If Proposer anticipates use of any subcontractors to perform tasks or Services as a Key Person, Proposer shall also include the same reference information for each subcontractor as required for the Proposer.

Lottery may obtain, from any source other than the Proposer, information concerning a

Proposer, including but not limited to, the Proposer’s offerings, capabilities, and past performance, which Lottery deems pertinent to Lottery’s determination of Proposer’s Responsibility and evaluation of each Proposal. Lottery may consider such information in evaluating each Proposal. This also may include, but is not limited to, investigating any or all references, knowledge of past performance on similar projects, compliance with applicable specifications and contractual obligations, completion or delivery of services on schedule, and lawful payment to employees and workers.

Note: Proposer is responsible for notifying references and verifying all reference information

prior to submission of the Proposal. Lottery will attempt to contact each reference twice via email. If these attempts are unsuccessful, the Proposer will not receive consideration or points for that reference.

3.7 Fee Structure (points possible: 5)*

Based on your understanding of the potential Services described for each category, provide the proposed fee structure for executing Services (e.g., do you charge hourly rates for key staff, bid for the entire project or have some other costing method?) Note that Lottery is looking only for fee structure at this time. The final budget for each project, including all project costs, will be negotiated for each Work Order Contract.

* Lottery will not reimburse Contractor for travel expenses separately under any Work Order Contract. As part of any future Work Order Contract, Contractor shall include all anticipated travel in the pricing once the scope of work is confirmed.


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STEP TWO Lottery will contact all Finalists that successfully complete Step One (see Section 4.0(c)) to arrange a date and time for a conference call with Key Personnel. Finalist and Finalist’s Key Personnel identified by Lottery as required attendees must be available to participate in the conference call within ten (10) business days of notification by Lottery. Finalists will be evaluated, and points will be awarded, based on the following: 3.8 Conference Call with Key Personnel (points possible: 10)

Up to one-hour discussion by phone providing an opportunity for each Proposer to highlight any key aspects of its submission, as well as providing an opportunity for Lottery to be introduced to proposed Key Personnel and to receive clarifications regarding each Proposer’s capabilities, expertise, and resources. Firms will be evaluated on the effectiveness of Key Personnel in conveying Proposer’s capabilities, their expertise, and their interaction with Lottery.


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SECTION FOUR EVALUATION PROCESS, CONTRACTOR SELECTION & AWARD

THIS IS A MULTIPLE-TIERED EVALUATION PROCESS 4.0 Evaluation Steps, Scoring, and Progression

a. Lottery will appoint a committee of Lottery personnel (“Evaluation Committee”) who will

evaluate and score each Proposal.

Evaluation Committee members will independently evaluate and score each written Proposal based on each Proposer’s qualifications and experience as outlined in Section 3.0 to 3.7 (Step One).

b. Evaluation Committee will combine individual scores to calculate the total average score for

each Proposal for Step One (Total Points Possible for Step One is 100 for each proposed category).

c. Proposers achieving a total average score of 85 points or more in a proposed category will

be considered “Finalists” and will be invited to progress to Step Two of the evaluation process. All other Proposers will be eliminated from further consideration. There will be no Protest rights at this point for Proposers eliminated from further consideration.

d. Lottery will contact all Finalists to schedule a date and time to participate in a conference call per Section 3.8 (Step Two). Lottery’s Evaluation Committee will discuss the results from the conference call. Upon completion of these discussions, Lottery’s Evaluation Committee will independently score each Proposal based on the criteria per Section 3.8. Evaluation Committee members will then meet to combine individual scores and will determine the total average score for each Proposal. (Total Points Possible for Step Two is 10).

Proposer’s Step One total average score and Step Two total average score will be added

together to determine Proposer’s combined total score (Total Points Possible for Total Proposal Score is 110 in each proposed category).

4.1 Selection of Qualified Consultants

Proposers that receive a combined total score of 93 or greater will be awarded a Master Agreement for On Call Professional Services for Market Research and Advanced Analytics Services, allowing Lottery to enter into separate Work Order Contracts with one or more Qualified Vendors, as needed, when future requirements for Market Research and Advanced Analytics projects arise.

4.2 Clarification of Proposals Lottery may request clarification of any item in any Proposal if Lottery determines the request is

necessary to properly evaluate a particular Proposal. Lottery will make all requests in writing. Proposer must provide its clarification response within two business days of Lottery’s request, unless otherwise stated in Lottery’s written request for clarification. If Proposer does not provide the required information by the specified deadline, Lottery may reject the Proposal.


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4.3 Notice of Selection After completion of Proposal evaluations, Lottery will issue a written notice of selection to

Proposer(s) achieving a combined total score of 93 or greater. Lottery will send this notification to all Proposers submitting a Proposal to this RFP, identifying the Proposers selected as a Qualified Vendor.

4.4 Protest of Selection Any Proposer may protest Lottery’s selections by submitting a written protest according to OAR

177-036-0170 within five (5) business days following the date Lottery issues the notice of selection. All protests of Lottery’s selections are subject to OAR 177-036-0170.

4.5 Responsible Proposer Determination Any time prior to Qualified Vendor selections, Lottery may investigate, evaluate and determine

whether a Proposer is Responsible, as defined in OAR 177-036-0000(27). Proposers must provide all information Lottery requests for this purpose. Lottery may determine that a Proposer is not Responsible if that Proposer fails to provide the information Lottery requests. Lottery may postpone Master Agreement award to complete its investigation and evaluation. If Lottery determines that a Proposer is not Responsible, Lottery will reject the Proposal.

4.6 Vendor Selection, Master Agreement, Work Order Contract Negotiations with Selected

Proposer

4.6.1 Lottery and each Qualified Vendor will negotiate the provisions of the final Master Agreement (in the form attached as Attachment 1). If Lottery selects a Qualified Vendor to provide services under a Work Order Contract (in the form attached as Exhibit - A), Lottery will negotiate the statement of work, including pricing and delivery schedule, with the selected Qualified Vendor. Notwithstanding the foregoing, the required terms specified below are not negotiable, including contract terms that are required by law and must be included in the Master Agreement and each resulting WOC.

a. Non-Negotiable Terms

i. Right to Terminate for Convenience, breach or budgetary reasons;

ii. Time is of the Essence for Contractor’s performance;

iii. Access to Records;

iv. Oregon Law must be the Governing Law;

v. Venue must be in Oregon; Contractor must consent to jurisdiction in Oregon Circuit court (Marion County) and Oregon federal district court;

vi. Certification of Tax Law Compliance;

vii. Compliance with Law;

viii. No Third-Party Beneficiaries unless identified;

ix. Confidentiality Information and Public Records Laws;

x. Foreign Contractor;


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xi. Amendments; and

xii. Disclosure of Federal Tax Identification Number

4.6.2. Any number of Master Agreements may be awarded to different Qualified Vendors as a

result of this RFP, in Lottery’s sole discretion. 4.6.3. Based on which approach best serves the Lottery’s requirements, Lottery may negotiate

the provisions of a Work Order Contract with a single Qualified Vendor, or request a “mini-proposal” from a subset of Qualified Vendors. A Work Order Contract award will be made to the Qualified Vendor deemed most qualified by Lottery, in its sole discretion, to successfully conduct a specific requirement, based on the following criteria submitted as part of this RFP:

a. Qualified Vendor’s expertise in the required category of Service.

b. Case study, or case studies, provided by Qualified Vendor demonstrating the Qualified Vendor’s ability to best deliver on the current requirement.

c. Key Personnel possess the expertise to successfully complete the current requirement.

d. Additional capabilities submitted as part of this RFP – such as corporate resources, industry experience, and fee structure – provide the desired complement to Qualified Vendor’s expertise, experience, and personnel to best meet the needs of Lottery’s current requirement.


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SECTION FIVE

INSTRUCTIONS TO PROPOSERS

5.1 Reserved

5.2 Applicable Law The Oregon Constitution, Oregon Revised Statutes and administrative rules establish the

purpose, powers, duties, and procedural regulatory framework applicable to Lottery. Lottery is subject to the following: Article XV of the Oregon Constitution, sections 4, 4a, 4b and 4c; Oregon Revised Statutes (“ORS”) chapter 461; and Oregon Administrative Rules (“OAR”) Chapter 177, specifically OAR 177-036-0000 through OAR 177-036-0210 (Lottery Procurement Rules) and at OAR 177-037-0000 through OAR 177-037-0070 (Lottery Vendor Disclosure Rules). Proposers shall be familiar with these administrative rules and with ORS chapter 461. Lottery Procurement Rules, Lottery Vendor Disclosure Rules and Oregon Revised Statutes chapter 461 are currently accessible at: http://oregonlottery.org/about/public-interaction/rules-and-statutes.

5.3 General Procurement and Associated Security Background Investigations This solicitation is a “General Procurement” as defined in OAR 177-037-0000(2). A General

Procurement does not require a security background investigation, unless deemed necessary by the Director or the Commission. Should the Director or the Commission determine, at any time prior to award of a Master Agreement or during the Term of any resulting Work Order Contract, that a background investigation is necessary, Lottery will provide all necessary forms and fingerprint cards, as required, to the Proposer or Contractor.

5.4 Lottery’s Sole Point of Contact (“SPC”) Katie Shaw, Procurement Analyst, is Lottery’s designated SPC. Proposers must direct all

communications and correspondence related to this RFP only to the SPC. Proposers must not communicate or correspond with any other Lottery personnel on any matter related to this RFP. Contact information is:

Katie Shaw Telephone Number: 503-540-1340 Oregon State Lottery Fax Number: 503-540-1344 500 Airport Road SE, Salem, OR 97301 E-mail: [email protected] PO Box 1649, Salem, OR 97309-0649

5.5 Tentative Schedule of Events

The schedule of events set forth below represents Lottery’s best estimate of the schedule that will be followed and is subject to change by written Addendum. If a component of this schedule changes, the remainder of the schedule may be shifted to reflect that change.

Event Date RFP Released 10/1/18

http://oregonlottery.org/about/public-interaction/rules-and-statutes


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Proposer Notification on Intent to Submit Proposal Submission Deadline 10/8/18, 5:00 pm (PT)

Submission Deadline for Proposers to Email Any Additional Requests for Clarification 10/10/18, 5:00 pm (PT)

Lottery Response to Requests for Clarification Issued 10/16/18

Proposal Submission Deadline 10/31/18, no later than 3:00 pm (PT)

Lottery Evaluation of Proposals – Step 1 11/1/18 – 11/16/18

Lottery Evaluation of Proposals – Step 2 11/26/18 – 11/30/18

Notification of Master Agreement Award 12/5/18

Master Agreement Award Protest Deadline 12/12/18

Master Agreement Execution TBD 5.6 Requests for RFP Clarifications Proposers may request changes to or clarification of this RFP by submitting a written request to

the SPC at the email address indicated in Section 5.4. This will be the only opportunity to seek changes to or clarifications of this RFP.

Requests for RFP changes or clarification are subject to OAR 177-036-0160. Each request for

RFP change or clarification must include a statement of the requested changes or clarifications, including the reasons for the requested changes, and all relevant information necessary to permit Lottery to make an informed decision for disposition of the request. Proposers may seek judicial review of Lottery’s decision pursuant to ORS chapter 183.

5.7 Notification of Intent to Submit Response

In order to assist Lottery to effectively plan its evaluation of responses, Lottery is requesting that Vendors submit a Notice of Intent to Submit Proposal to the SPC at the email address or fax number indicated in Section 5.4, by the deadline indicated in Section 5.5. Notification should state “Yes”, Vendor intends to submit a Proposal, or “No”, Vendor does not intend to submit a Proposal.

5.8 Addenda Lottery will make all changes to this RFP, if any, by written Addenda according to OAR 177-036-

0060. Proposer must acknowledge receipt of each Addendum requiring acknowledgment. 5.9 Proposal Submission Requirements and Deadline

a. Proposer must submit all required information, responses, and documents as requested in this RFP to the SPC no later than 3:00 PM, PT on the Proposal Submission Deadline specified in Section 5.5. Proposals received after the Proposal Submission Deadline are late and will be rejected. All Proposals are firm Offers and shall be valid for one hundred twenty (120) days from the Proposal Submission Deadline.


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b. Proposers must submit the completed Proposal via email to Lottery’s SPC at the email

address listed in Section 5.4 by the Proposal Submission Deadline. c. To ensure proper and timely handling, the Proposal must be clearly marked, “Proposal for

RFP #11314, On Call Professional Services for Market Research and Advanced Analytics” and must include the name of the Lottery SPC on the subject line of the email.

d. Proposer bears full responsibility for incomplete or illegible responses, or responses not

otherwise delivered to Lottery by the Proposal Submission Deadline. 5.10 Proposal Organization Proposer should organize its Proposal so that its content corresponds to the order of the

requested information and response requirements that appear in this RFP. Please cite the RFP sections to which the Proposal contents pertain or reproduce the text of the RFP requirement immediately prior to Proposers response to that requirement.

5.11 Preparation Costs Proposers are solely responsible for all costs associated with submitting a Proposal in response

to this RFP. 5.12 Proprietary Information/Public Disclosure Proposals submitted to Lottery are subject to the Oregon Public Records Law, ORS 192.311

through ORS 192.478. If a Proposer claims that particular sections of its Proposal may be exempt from public disclosure under the Oregon Public Records Law, Proposer must specifically identify those response sections and the specific page numbers on which they appear. Proposer also must specify the particular exemptions from disclosure under Oregon Public Records Law upon which the exemption claim is made.

If Lottery receives a public records request for disclosure of any information Proposer claims is

exempt from disclosure, Lottery will make a reasonable attempt to notify Proposer of the request prior to release.

5.13 Collusion By submitting a Proposal, Proposer certifies that no officer, agent, or employee of Lottery has a

pecuniary interest in this Proposal; that the Proposal is made in good faith without fraud, collusion, or connection of any kind with any other Proposer; and that the Proposer is competing solely on its own behalf without connection with, or obligation to, any undisclosed person or firm.

5.14 Publicity Until a Master Agreement resulting from this RFP is signed, Proposer shall ensure that no

employee, agent, or representative of Proposer makes available or discusses its Proposal with any elected or appointed official or officer of the State of Oregon, any member of Lottery Commission, or any employee, agent, or representative of Lottery, unless specifically authorized or required to do so by law.


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Proposer shall not issue any press releases or make any statement to the news media pertaining to this RFP, any response, any proposed Master Agreement, or the Services to be provided, without Lottery’s prior written approval.

5.15 Proposal Acceptance/Right of Rejection Proposers shall comply with all of the terms of the RFP, Lottery Procurement Rules (OAR

Chapter 177, Division 36), and all applicable local, state, and federal laws, administrative rules, and regulations. The SPC may reject any Proposal that does not comply with all of the material and substantial terms, conditions, and performance requirements of the RFP.

Proposers must not qualify the Proposal or restrict the rights of Lottery. If a Proposer does so,

the SPC may determine the Proposal to be non-Responsive and the Proposal may be rejected.

Lottery may cancel this RFP or reject any or all Proposals in whole or in part, when the

cancellation or rejection is in the best interest of Lottery as determined by Lottery. Proposer is solely responsible for any loss or expense caused by or resulting from the cancellation or rejection of a Proposal.

Lottery may reject any Proposal providing a deadline for acceptance by Lottery. All Proposals

submitted in response to this RFP are firm Offers for a period of one hundred twenty (120) days from the Proposal Submission Deadline date of this RFP. Proposals that are incomplete may be deemed non-responsive and may be omitted from award consideration.

5.16 Proposal Modifications and Withdrawal Proposals may be modified or withdrawn only according to OAR 177-036-0070. 5.17 Lottery’s Review of Proposals; Master Agreement and Work Order Contract Award

a. Lottery’s Reservation of Rights Lottery reserves the right, in its sole discretion to do the following or any combination of the

following:

i. Modify this RFP; or ii. Extend the Proposal Submission Deadline; or iii. Determine whether a Proposal does or does not substantially comply with the

requirements of this RFP; or iv. Waive any minor informality pursuant to OAR 177-036-0100(2)(a).

b. Master Agreement Information Lottery and the selected Proposer(s) will negotiate a Master Agreement substantially in the

form attached as Attachment 1. Master Agreements are non-exclusive and do not guarantee that any Work Order Contracts will be executed under a resulting Master Agreement.


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c. Work Order Contracts Lottery and the selected Proposer(s) may execute Work Order Contracts substantially in the

form of Exhibit A for each service awarded. The Work Order Contract will describe, in detail, the tasks that are to be performed, the deliverables that are to be delivered, the schedule, and the costs associated with the Services.

Any resulting WOC will not exceed $1,000,000 per Lottery’s fiscal year. If a WOC is

awarded, the amount payable for Services will be negotiated with a not-to-exceed amount and may be substantially less than $1,000,000, depending on the specific requirements of the WOC.

5.18 Cancellation of RFP: Rejection of Proposals

Nothing in this RFP restricts or prohibits Lottery from canceling this solicitation at any time or from rejecting any or all Proposals.


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SECTION SIX

PROPOSAL CHECKLIST The following Checklist is provided to assist Proposer in preparing and submitting a complete response and is provided solely as a courtesy to Proposers. It is Proposer’s responsibility to review the RFP and to comply with all the provisions and requirements of the RFP. Proposer may complete this Checklist and return with its Proposal. 6.0 PROPOSAL COPIES - Section 5.9(b)

a. One (1) original signed Proposal in electronic form (included)

6.1 PROPOSAL TO EVALUATION CRITERIA - Section 3

3.0 Confirmation of Services to be considered (included) 3.1 Expertise in Each Proposed Service Category (Experience Grids) (included) 3.2 Team/Key Personnel (included) 3.3 Sample Deliverables (included) 3.4 Industry Experience (included) 3.5 Corporate Structure and Resources (included) 3.6 References (included) 3.7 Fee Structure (included)

6.2 PROPOSAL CHECKLIST (Section 6) (included) 6.3 SIGNATURE PAGE (Section 7) (included) 6.4 ADDENDA ____ through ____Received & Acknowledged (YES)


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SECTION SEVEN SIGNATURE PAGE

A representative of the Proposer authorized to contractually bind the Proposer shall sign this Signature Page. Proposer shall, by its signature below, affirm that: 1. Proposer represents and warrants that Proposer has the skill and knowledge possessed by well-

informed members of its industry, trade or profession and that Proposer will apply that skill and knowledge with care and diligence and perform Services in a timely, professional and workmanlike manner according to standards applicable to Proposer’s industry, trade or profession.

2. Proposer has thoroughly read and understands all components and requirements of this RFP and

agrees that Lottery is not liable for any claims or subject to any defenses asserted by Proposer based upon, resulting from, or related to, Proposer’s failure to understand all requirements of this RFP;

3. The undersigned is Proposer’s authorized representative, that the information provided in the

Proposal is true and accurate, and that Proposer understands that providing incorrect or incomplete information may be cause for Proposal rejection, or Master Agreement or WOC termination;

4. Proposer has received and duly considered all Addenda to this RFP (specifically identify each

Addendum by number or return signed Addenda with Proposal); 5. Proposer is submitting the Proposal in response only to this RFP, and has made no assumptions

based upon verbal or written statements not contained in the RFP; 6. Proposer prepared the Proposal independent from all other Proposers, without collusion, fraud, or

other dishonesty, or in any other manner that could in any way interfere with fair competition, except as otherwise permitted by law;

7. Proposer agrees Lottery is not liable for any expenses Proposer incurs or has incurred in either

preparing and submitting the Proposal, or selection or Work Order Contract negotiation process, if any;

8. Proposer has not and will not discriminate against a subcontractor in the awarding of a subcontract

because the subcontractor is a disadvantaged minority, woman or emerging small business enterprise certified under ORS 200.055.

9. Proposer does not have liquidated or delinquent debt owed to the State or any department or

agency of the State. 10. Proposer agrees that by signing and submitting a Proposal in response to this RFP, Proposer

grants Lottery a non-exclusive, perpetual, irrevocable license for the rights to copy, distribute, display, prepare derivative works of, and transmit the Proposal for the purpose of conducting this procurement and to fulfill its obligations under Oregon Public Records Law.

11. I have knowledge regarding Proposer’s payment of taxes and by signing below I hereby certify that,

to the best of my knowledge, Proposer is not in violation of any tax laws of the State of Oregon or a political subdivision of the state, including, without limitation, ORS 305.620 and ORS chapters 316, 317 and 318.


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_____________________________________________________________________ Proposer Company Name ______________________________________________________________________ Company Address (from which work will be performed) _________________________ _______________ Telephone Number Fax Number __ Name and Title of Authorized Representative (Print) ______________________________________________________________________ Signature of Authorized Representative Date _____________________________________________________________________ Contact Person Name Phone Fax Email Proposer is an Oregon Certified MWESB ___YES Oregon Certification No.______ ___ NO


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ATTACHMENT 1 SAMPLE MASTER AGREEMENT

OREGON STATE LOTTERY

MASTER AGREEMENT #_________ FOR

ON CALL PROFESSIONAL SERVICES FORMARKET RESEARCH AND ADVANCED ANALYTICS

This Master Agreement #__________ (“Agreement”) is entered into by the STATE OF OREGON (“STATE”), acting by and through its OREGON STATE LOTTERY COMMISSION (“Lottery”), and_____________, (“Contractor”) and is effective on the date all parties have signed this Agreement (“Effective Date”). Lottery and Contractor are referred to collectively in this Agreement as the “Parties” and individually as a “Party.” This Agreement is a General Procurement as defined in OAR 177-037-0000(2) and anticipated, but not guaranteed, to be a Large Procurement as defined in 177-036-0000(16).

RECITALS

a. Lottery conducted a solicitation process, via Request for Proposals #11314, for Oregon Lottery On Call Professional Services for Market Research and Advanced Analytics (“Services”). Through this process, Lottery identified Contractor as a “Qualified Vendor.”

b. Lottery desires to engage Contractor for, and Contractor desires to provide to Lottery, the Services as may be requested by Lottery from time to time, as described in this Agreement.

c. This Agreement constitutes Contractor’s firm offer to provide Services in accordance with the terms and conditions set forth herein.

Therefore, Lottery and Contractor agree as follows:

Article I. MASTER AGREEMENT TERMS

1. Purpose of Master Agreement.

The purpose of the Agreement is to establish the terms and conditions applicable to, and the general form for contracts (“Work Order Contracts” or “WOCs”) to be entered into between Lottery and Contractor when Contractor agrees to provide Services. This Agreement, by itself, is not a binding contract for Services. Rather, if Lottery requires Contractor’s Services in the future, Lottery and Contractor will enter into binding and enforceable WOCs for particular Services by execution of a WOC substantially in the form attached hereto as Exhibit A. Each WOC so executed creates a separate enforceable contract (each a “Contract”) between Lottery and Contractor, independent of other WOCs. This is a non-exclusive Agreement. This Agreement is not a guarantee of future work nor does this Agreement constitute a promise that Lottery will enter into one or more WOCs with Contractor. Notwithstanding this


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Agreement, Lottery reserves the right to contract for the same or similar Services through any selection procedure authorized by law, or to perform the same or similar Services itself.

2. Definitions. In addition to the terms defined in this Section, elsewhere in the Agreement, or in an applicable WOC, all other capitalized terms used but not defined therein are defined in OAR 177-036-0000 and OAR 177-037-0000.

a. “Authorized Representative” means a person representing a Party to this Agreement or a WOC, who is authorized to make commitments and decisions on behalf of the Party regarding the performance of this Agreement or the WOC. The Authorized Representatives of Lottery and Contractor for purposes of this Agreement are identified in Section 28 below. Additional Authorized Representatives and the scope of authority of such additional Authorized Representatives may be identified in a WOC.

b. “Business Day(s)” means Monday through Friday, from 8:00 a.m. to 5:00 p.m., Pacific Time, except State of Oregon Holidays, or when the Lottery Headquarters in Salem, Oregon is otherwise closed. State of Oregon holidays and building closures can be found at: https://www.oregon.gov/DAS/Pages/buildingclosure.aspx.

c. “Qualified Vendor” means any firm who has entered a Master Agreement with Lottery pursuant to RFP #11314.

d. “Deliverable(s)” means all items Contractor is required to provide Lottery under this Agreement and each WOC, including any Work Product.

3. Master Agreement Documents. This Agreement consists of the following documents which shall, in the event of a conflict, be interpreted in

the following order of descending precedence: (a) the Agreement less Exhibit A, (b) Exhibit A, Sample WOC. 4. Term.

a. The initial term of this Agreement commences on the Effective Date and expires five years from the Effective Date unless sooner terminated or extended as provided in this Agreement.

b. This Agreement may be extended at Lottery’s option for additional periods for a maximum term not to

exceed ten (10) years unless deemed in Lottery’s best interest as documented by Lottery. The initial term and all extension terms are collectively referred to as the “Term” of this Agreement.

c. In the event Lottery desires to extend any Term of the Agreement, Lottery shall provide Contractor written

notice of such desire at least 60 days prior to the expiration of the then-current Term. Such notice shall be made in accordance with Section 28 of this Agreement.

d. After this Agreement is terminated, Contractor and Lottery shall not enter into any new WOCs. e. WOCs may extend beyond the termination date of this Agreement but shall not be renewed or amended

after termination of the Agreement. In the event any WOC extends beyond the termination of this Agreement, all of the terms and conditions contained in this Agreement shall survive for purposes of such WOCs only.

https://www.oregon.gov/DAS/Pages/buildingclosure.aspx


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5. Work Order Contract Selection Process. Based on which approach best serves the Lottery’s requirements, Lottery may negotiate the provisions of a Work Order Contract with a single Qualified Vendor, or request a “mini-proposal” from a subset of Qualified Vendors. A Work Order Contract award will be made to the Qualified Vendor deemed most qualified by Lottery, in its sole discretion, to successfully conduct a specific requirement, based on the following criteria submitted as part of RFP #11314:

a. Qualified Vendor’s expertise in the required category of Services. b. Case study, or case studies, provided by Qualified Vendors demonstrate the Qualified Vendors ability to

best deliver on the current requirement.

c. Key Personnel possess the expertise to successfully complete the current requirement. Additional capabilities submitted as part of RFP #11314 – such as corporate resources, industry

experience, and fee structure – provide the desired complement to Qualified Vendor’s expertise, experience, and personnel to best meet the needs of the current requirement.

Prior to execution of a WOC, Contractor and Lottery must negotiate the statement of work (“SOW”) for the WOC, including but not limited to the cost of the Services and payment methodology.

6. Agreement Termination.

a. Parties’ Right to Terminate for Mutual Consent. This Agreement may be terminated at any time by mutual written consent of the Parties.

b. Lottery’s Right to Terminate for Convenience. Lottery may, at its sole discretion, terminate this

Agreement, in whole or in part, upon 30 Days written notice to Contractor. c. Lottery’s Right to Terminate for Cause. Lottery may terminate this as follows:

i. Immediately or at such later date as may be established in such notice, if:

A. Lottery funding from sales sources is not obtained and continued at levels sufficient to allow for compensation for the Services, in Lottery’s sole administrative discretion. This Agreement may be amended to accommodate a reduction in funds;

B. Federal or state regulations or guidelines are modified, changed, or interpreted in such a way

that the Services are no longer allowable or appropriate for purchase under this Agreement;

C. The State enacts a statute, a court decision is issued, or an initiative passes that removes the authority or ability of Lottery to conduct lottery games; or

D. If Contractor is in default under Article II, Section 14.a. (bankruptcy) of this WOC;

E. If Contractor has liquidated or delinquent debt owed to the State or any department or agency of the State; or


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F. If Contractor is in default under Article II, Section 14.g. (conviction of a control person) of this WOC.

ii. Within the time period specified in a notice to cure delivered to Contractor under Article II, Sections

14.b.-f.

d. Contractor’s Right to Terminate for Cause.

Contractor may terminate this Agreement in the time period identified in the applicable notice to cure delivered by Contractor to Lottery under Article II, Sections 15 and 17 of this Agreement.

Article II. WORK ORDER CONTRACT TERMS The following provisions are incorporated into each WOC entered between Lottery and Contractor: 1. Invoicing and Payment.

a. Submission. Contractor shall submit invoices according to the payment schedule set forth in this WOC. All invoices shall be submitted to:

Oregon State Lottery, Attn.: Accounts Payable Dept. PO Box 12649, Salem, OR, 97309 or Lottery’s electronic mail to: [email protected].

b. Payment Terms. Lottery’s standard payment terms are NET 30 Days from receipt of a correct invoice,

unless otherwise specified in this WOC.

c. Late Charges. Contractor may assess late payment charges to the extent permitted by ORS 293.462.

d. Invoice Review / Dispute Process. Lottery will review each invoice within ten Business Days of receipt, and will either approve payment of the amount invoiced or notify Contractor of any errors or disputed charges.

If an error or dispute arises concerning charge(s) on an invoice, Lottery will notify Contractor of the

disputed charge. Upon notification of dispute, Contractor shall submit to Lottery documentation to support the amount charged. Lottery will have seven Business Days to consider the validity of the supporting documentation, however, Lottery’s failure to respond to Contractor by the end of the seven Business Day period shall not be deemed Lottery’s acceptance of the documentation and shall not obligate Lottery to pay the disputed amount in full.

Lottery, in its sole and absolute discretion, will determine if the supporting documentation provides

sufficient justification for the charges set forth in the disputed invoice. If Lottery determines that the supporting documentation is sufficient, Lottery will notify Contractor and pay Contractor the amount claimed due in the invoice. If Lottery determines the supporting documentation supports payment in an amount less than originally invoiced, Lottery will notify Contractor of the amount Lottery believes is due

mailto:[email protected]


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under the invoice. Contractor may resubmit an invoice for the lesser undisputed amount following Lottery’s review, and Lottery will pay the invoice as set forth in this Section.

2. Key Person(s). Contractor acknowledges and agrees that a significant reason Lottery Awarded this WOC to Contractor and

is entering into this WOC is because of Contractor’s special qualifications, expertise, experience, judgment and personal attention of Contractor and Contractor’s Key Persons specified in this WOC. Neither Contractor nor any of its Key Persons shall delegate performance of their powers and responsibilities each such Key Person is required to provide under the WOC to any other employee or agent of Contractor unless Lottery provides prior written consent to such delegation. Contractor shall not reassign or transfer a Key Person to other duties or positions such that the Key Person is no longer available to provide Lottery with such Key Person’s services unless Lottery provides prior written consent to such reassignment or transfer or such transfer is required based on such Key Person’s termination of employment, illness, death, disability, or other similar cause.

In the event Contractor requests Lottery to consent to a delegation, reassignment, transfer, or other

replacement of a Key Person, Lottery may request a meeting with the Key Person by phone and review the qualifications of the proposed substitute personnel before providing its consent or rejecting such replacement. Any such replacement shall have substantially equivalent or better qualifications than the Key Person being replaced. Contractor shall not charge Lottery, and Lottery will not pay for, any proposed replacement personnel while such replacement acquires the necessary skills and project knowledge to proceed with the Services required hereunder. Any replacement personnel approved by Lottery shall thereafter be deemed a Key Person for purposes of this WOC.

Any changes to the Key Persons specified in this WOC and any approval for delegation of authority of such Key Persons as permitted above, may also be agreed to, notwithstanding Article II, Section 21, in a mutually-acknowledged email. In order for any email notice permitted under this Section to be effective, such email must clearly evidence the consent of both Parties; email notification by one Party to the other without a response and express consent by the receiving Party shall not be effective.

3. Security Investigation; Security Policies. This WOC has been classified by Lottery as a General Procurement as defined in OAR 177-037-0000(2).

A General Procurement does not, pursuant to OAR 177-037-0050(2), require a security background investigation, unless deemed necessary by the Director or the Commission. Should the Director or the Commission determine, at any time during the Term of this WOC, that a background investigation is necessary, Contractor shall promptly comply with any and all such determinations and cause its employees, agents and other personnel performing Services under this WOC to comply with any and all such determinations. Lottery will provide all necessary forms and fingerprint cards, as required, to Contractor. Contractor may request copies of these forms at any time by contacting the Lottery Procurement Analyst identified in Article II, Section 28.

Lottery may terminate this WOC or prohibit Contractor’s use of any Contractor Personnel if Lottery

determines, in its sole discretion, that results of a required security background investigation are unsatisfactory.


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4. Confidentiality / Non-Disclosure.

a. Confidential Information. Contractor acknowledges that Contractor and Contractor’s employees or agents may, in the course of performing Contractor’s responsibilities under this WOC, be exposed to or acquire information that is confidential to Lottery. Any and all information of any form obtained by Contractor or Contractor’s employees or agents in the performance of this WOC, including any reports or other documents or items created by Contractor that embody such information shall be deemed to be confidential information of Lottery (“Confidential Information”). Confidential Information shall be deemed not to include information that (i) is or becomes (other than by disclosure by Contractor) publicly known or is contained in a publicly available document; (ii) is furnished by Lottery to others without restrictions similar to those imposed by this WOC; (iii) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this WOC ; or (iv) is independently developed by employees or agents of Contractor who can be shown to have had no access to the Confidential Information.

b. Non-Disclosure. Contractor agrees to hold Confidential Information in strict confidence, using at least

the same degree of care that Contractor uses in maintaining the confidentiality of its own confidential information, but in no event less than reasonable care, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than the provision of Services to Lottery under this WOC, and to advise all Contractor Personnel of their obligations to keep Confidential Information confidential.

c. Unauthorized Use. Contractor shall use its best efforts to assist Lottery in identifying and preventing

any unauthorized use or disclosure of any Confidential Information. Without limitation of the foregoing, Contractor shall advise Lottery immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this WOC and Contractor will at its expense cooperate with Lottery in seeking injunctive or other equitable relief in the name of Lottery or Contractor against any such person.

d. Return of Confidential Information. Contractor agrees that, except as directed by Lottery, Contractor

will not at any time during or after the term of this WOC disclose, directly or indirectly, any Confidential Information to any person, and that, subject to Article II, Section 19, Records Maintenance; Access, of this Agreement, upon termination of this Agreement or at Lottery’s request, Contractor will turn over to Lottery all documents, papers, and other matter in Contractor's possession which embody Confidential Information.

e. Injunctive Relief. Contractor acknowledges that breach of this Section 4, including disclosure of any

Confidential Information, will give rise to irreparable injury to Lottery that is inadequately compensable in damages. Accordingly, Lottery may seek and obtain injunctive relief against any breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Lottery and are reasonable in scope and content.

f. Ensuring Confidentiality. Contractor agrees to comply with all reasonable requests by Lottery to ensure

the confidentiality and nondisclosure of the Confidential Information, including without limitation, obtaining nondisclosure agreements, in a form approved by Lottery, from each of Contractor’s Personnel who will provide Services to Lottery or have access to any Lottery Confidential Information,


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and providing copies of such agreements to Lottery.

5. Independent Contractor; Responsibility for Taxes and Withholding.

a. Contractor shall perform all required Services as an independent contractor. Although Lottery reserves the right (i) to determine the delivery schedule for the Services to be performed and (ii) to evaluate the quality of the completed performance, Lottery cannot and will not control the means or manner of Contractor’s performance. Contractor is responsible for determining the appropriate means and manner of performing the Services.

b. If Contractor is currently performing services for the State of Oregon or the federal government,

Contractor by signature to this WOC declares and certifies that: Contractor’s Services to be performed pursuant to this WOC creates no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations of Contractor’s employing agency (state or federal) would prohibit Contractor’s Services under this WOC. Contractor is not an “officer,” “employee,” or “agent” of Lottery, as those terms are used in ORS 30.265(1) and (4). Contractor shall have no right or authority to incur or create any obligation for or legally bind Lottery in any way.

c. Contractor shall be responsible for all federal or state taxes applicable to compensation or payments to

Contractor under this WOC and, unless Contractor is subject to backup withholding, Lottery will not withhold from such compensation or payments any amount(s) to cover Contractor’s federal or state tax obligations. Contractor is not eligible for any Social Security, unemployment insurance or workers’ compensation benefits from compensation or payments to Contractor under a WOC, except as a self-employed individual.

6. Subcontracts and Assignment; Successors and Assigns.

a. Contractor shall not enter into any subcontracts for any of the Services agreed to in this WOC, unless the Parties expressly agree otherwise and such subcontractors are identified in this WOC. In no event, however, shall Contractor assign or transfer any of its interest in this WOC without Lottery’s prior written consent. In addition to any other provisions Lottery may require, Contractor shall include in any permitted subcontracts under a WOC a requirement that the subcontractor be bound by Article II, Sections 3 through 6, 9, 10, 12, 13, 19, 22, 23, 24, 27, 32, and 33 of this WOC as if the subcontractor were the Contractor. Lottery’s consent to any subcontractor shall not relieve Contractor of any of its duties or obligations under this WOC.

b. The provisions of this WOCs are binding upon and shall inure to the benefit of the Parties hereto, and their

respective successors and permitted assigns, if any.

7. No Third Party Beneficiaries. Lottery and Contractor are the only parties to this WOC and are the only parties entitled to enforce its terms.

Nothing in this WOC gives, is intended to give, or shall be construed to give or provide any benefit or right, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name in this WOC and expressly described as intended beneficiaries of the terms of this WOC.


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8. Funds Available and Authorized; Payments.

a. Lottery believes it has sufficient funds currently available and authorized for expenditure to finance the costs of any Services agreed to in this WOC. Contractor understands and agrees that Lottery’s payment of amounts under this WOC for Services performed after the last day of Lottery’s current financial plan is contingent on the Lottery Commission’s approval of expenditure authority to continue to make payments under this WOC.

b. Article XV, Section 4 of the Oregon Constitution and ORS 461.500(2) provide that Lottery shall operate

as a self-supporting, revenue-raising agency and that no appropriations, loans, or other transfers of state funds shall be made to it. Consequently, only revenues from Lottery sales or other miscellaneous revenues generated by Lottery shall be used to satisfy liabilities of Lottery. Contractor shall not be compensated for Services performed under this WOC by any other agency or department of the State of Oregon.

9. Representations and Warranties.

In addition to all other Contractor representations and warranties in this WOC, Contractor makes the following representations and warranties:

a. Contractor’s General Representations and Warranties. Contractor represents and warrants to Lottery

that:

i. Contractor is qualified to do business in the State of Oregon and it will take such action as may be necessary to remain so qualified during the term of this WOC;

ii. Contractor is not in arrears with respect to the payment of any monies due and owing the State

of Oregon, or any department or agency thereof, including but not limited to the payment of taxes and employee benefits, and it shall not become so during the term of this WOC;

iii. Contractor shall comply with all federal, state, and local laws, ordinances, rules, and regulations

applicable to its performance under this WOC; iv. Contractor shall procure, at its own expense, all required licenses, certifications, permits, and

governmental approvals necessary to perform its obligations under this WOC; v. Contractor has no undisclosed liquidated and delinquent debt owed to the State or any

department or agency of the State. vi. The Contractor Data and Tax Certification made in Article II, Section 34 is true and accurate as of

the Effective Date, and Contractor will notify Lottery in writing if any such data or certifications change during the term of this WOC such that such Data or Certification is no longer true and accurate;

vii. Contractor has the power and authority to enter into and perform this WOC; viii. This WOC, when executed and delivered, will be a valid and binding obligation of Contractor

enforceable in accordance with its terms;


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ix. The Services described in this WOC shall be performed in a good and workmanlike manner in

accordance with the highest professional standards prevalent in Contractor’s industry; and xi. Contractor shall, at all times during the term of this WOC, be qualified, professionally competent,

and duly licensed to perform the Services.

b. Contractor’s Representations and Warranties for Contractor Intellectual Property. If the Work Product as defined in Article II, Section 10 is Contractor Intellectual Property as defined in Article II, Section 10 of this Agreement, Contractor represents and warrants to Lottery that:

i. Contractor is the sole and exclusive legal owner of all Intellectual Property rights in and to the

Contractor Intellectual Property; ii. Contractor was and still is fully entitled to grant Lottery all rights to market, sell, sublicense and

distribute, in the United States of America, the Contractor Intellectual Property, without violating any rights of any third party, and there is currently no actual or threatened suit by any such third party based on an alleged violation of such right by Contractor;

iii. Contractor was and still is, fully entitled to grant Lottery the exclusive right and license to market,

promote and distribute the Contractor Intellectual Property throughout the term of this ; and iv. Contractor is fully aware of Lottery’s business requirements and intended use for the Contractor

Intellectual Property, and the Contractor Intellectual Property shall satisfy such requirements in all material respects and is fit for such intended use.

c. Warranties Cumulative.

The warranties set forth in this Section are in addition to, and not in lieu of, any other warranties provided.

10. Ownership of Work Product.

a. Definitions. As used in this Section 10, and elsewhere in this WOC, the following terms have the meanings set forth below:

i. “Intellectual Property” means any patent, copyright, trade secret, trademark, trade dress, mask

work, utility design, or other proprietary right. ii. “Contractor Intellectual Property” means any Intellectual Property owned by Contractor and

developed independently from the Services. iii. “Third Party Intellectual Property” means any Intellectual Property, owned by parties other than

Lottery or Contractor. iv. “Work Product” means every invention, discovery, work of authorship, trade secret, or other

tangible or intangible item and all Intellectual Property rights therein that Contractor is required to deliver to Lottery pursuant to the Services.


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b. Original Work Product. All Work Product created by Contractor pursuant to the Services in whatever form, shall be the exclusive property of Lottery. Lottery and Contractor agree that such original works of authorship are “work made for hire” of which Lottery is the author within the meaning of the United States Copyright Act. If for any reason the original Work Product created pursuant to the Services is not “work made for hire,” Contractor hereby irrevocably assigns to Lottery any and all of its rights, title, and interest in all original Work Product created pursuant to the Services, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. Upon Lottery’s reasonable request, Contractor shall execute such further documents and instruments necessary to fully vest such rights in Lottery. Contractor agrees that Contractor shall not, and is estopped to, assert against Lottery and the State of Oregon, or any of their assignees, any and all rights relating to original Work Product created pursuant to the Services, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications.

In the event that Work Product created by Contractor under a WOC is a derivative work based on Third

Party Intellectual Property, or is a compilation that includes Third Party Intellectual Property, Contractor shall secure on Lottery’s behalf, and in the name of Lottery, an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the pre-existing elements of the Third Party Intellectual Property employed in the Work Product, and to authorize others to do the same on Lottery’s behalf.

c. Contractor Intellectual Property. In the event that Work Product is Contractor Intellectual Property,

Contractor hereby grants to Lottery an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Contractor Intellectual Property for Lottery’s business purposes, and to authorize others to do the same on Lottery’s behalf.

d. Unlimited Use License. In the event that Work Product is Third Party Intellectual Property, unless

otherwise agreed, Contractor shall secure on Lottery’s behalf and in the name of Lottery, an irrevocable, non-exclusive, perpetual, royalty-free, unlimited license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property as agreed to in this WOC and to authorize others to do the same on Lottery’s behalf (“Third Party License Agreement”). Contractor shall ensure that pursuant to the Third Party License Agreement the Third Party licensor shall not use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Third Party Intellectual Property, and shall not permit another to do the same, except for those already permitted to do so as of the effective date of the Third Party License Agreement.

11. Disposition of Property and Materials. Contractor understands and agrees that Lottery shall own all property and materials developed under each

and every WOC, as set forth in Article II, Section 10, Ownership of Work Product. Contractor shall return all property and materials to Lottery upon final completion of the Services or as otherwise agreed to in this WOC.

12. Indemnity.

a. CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS AND INDEMNIFY LOTTERY AND THE STATE AND

THEIR RESPECTIVE AGENCIES, SUBDIVISIONS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, LOSSES, DAMAGES, LIABILITIES, SETTLEMENTS, COSTS AND EXPENSES OF ANY NATURE WHATSOEVER, INCLUDING ATTORNEYS’ FEES, (COLLECTIVELY, “LOSSES”)


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RESULTING FROM, ARISING OUT OF, OR RELATING TO THE ACTS OR OMISSIONS OF CONTRACTOR OR ITS OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS UNDER THIS WOC.

b. IN ADDITION, CONTRACTOR, AT ITS OWN EXPENSE, SHALL DEFEND, SAVE HOLD HARMLESS, AND

INDEMNIFY LOTTERY AND THE STATE, AND THEIR RESPECTIVE AGENCIES, SUBDIVISIONS, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES FROM AND AGAINST ALL LOSSES (INCLUDING ATTORNEYS’ FEES) TO THE EXTENT THAT SUCH LOSS OR LOSSES (i) ARISE OUT OF OR ARE RELATED TO THE FURNISHING OR PERFORMANCE OF THE CONTRACTOR INTELLECTUAL PROPERTY OR THIRD PARTY INTELLECTUAL PROPERTY, OR BOTH; OR (ii) BASED UPON A CLAIM THAT EITHER THE CONTRACTOR INTELLECTUAL PROPERTY OR THIRD PARTY INTELLECTUAL PROPERTY, OR BOTH, USED HEREUNDER INFRINGES OR VIOLATES ANY PATENTS, COPYRIGHTS, TRADE SECRETS, LICENSES, OR OTHER PROPERTY RIGHTS OF ANY THIRD PARTY.

c. PROVIDED, HOWEVER, THE OREGON ATTORNEY GENERAL MUST GIVE PRIOR WRITTEN AUTHORIZATION

TO ANY LEGAL COUNSEL PURPORTING TO ACT IN THE NAME OF, OR REPRESENT THE INTEREST OF, THE STATE OR ITS OFFICERS, EMPLOYEES AND AGENTS PRIOR TO SUCH ACTION OR REPRESENTATION. FURTHER, THE STATE, ACTING BY AND THROUGH ITS DEPARTMENT OF JUSTICE, MAY ASSUME ITS OWN DEFENSE, INCLUDING THAT OF ITS OFFICERS, EMPLOYEES AND AGENTS, AT ANY TIME WHEN IN THE STATE’S SOLE DISCRETION IT DETERMINES THAT (i) PROPOSED COUNSEL IS PROHIBITED FROM THE PARTICULAR REPRESENTATION CONTEMPLATED; (ii) COUNSEL IS NOT ADEQUATELY DEFENDING OR ABLE TO DEFEND THE INTERESTS OF THE STATE, ITS OFFICERS, EMPLOYEES AND AGENTS; (iii) IMPORTANT GOVERNMENTAL INTERESTS ARE AT STAKE; OR (iv) THE BEST INTERESTS OF THE STATE ARE SERVED THEREBY. CONTRACTOR’S OBLIGATION TO PAY FOR ALL COSTS AND EXPENSES SHALL INCLUDE THOSE INCURRED BY THE STATE IN ASSUMING ITS OWN DEFENSE AND THAT OF ITS OFFICERS, EMPLOYEES, OR AGENTS UNDER (i) AND (ii)IN THE FOREGOING SENTENCE.

13. Insurance Requirements. Without limiting any liabilities or any other obligations of the Contractor, the Contractor shall provide and

maintain, at its own expense through the WOC term, the minimum insurance listed below in this Section, with insurers that are acceptable to Lottery. In the event Lottery determines, in its reasonable discretion, additional types or coverage limits, or both, are required to be obtained, Lottery shall notify Contractor, in accordance with Article II, Section 28, of such requirement, and Contractor shall obtain such insurance within the period of time specified in Lottery’s notice.

a. Workers’ Compensation. All employers, including Contractor, that employ subject workers, as defined in

ORS 656.027, shall comply with ORS 656.017 and shall provide workers’ compensation insurance coverage for those workers, unless they meet the requirement for an exemption under ORS 656.126(2). Contractor shall require and ensure that each of its subcontractors complies with these requirements.

b. Commercial / General Liability. Contractor’s Commercial General Liability insurance shall cover Bodily

Injury, Death and Property Damage and shall include contractual liability coverage for Contractor’s indemnity obligations. Contractor’s Commercial General Liability insurance shall provide for amounts of coverage not less than the following:

Bodily Injury/Death:

Per occurrence limit for any single claimant: $2,000,000. Per occurrence limit for multiple claimants: $4,000,000.


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Property Damage:

Per occurrence limit for any single claimant: $100,000. Per occurrence limit for multiple claimants: $500,000.

c. Professional Liability. Contractor’s Professional Liability insurance shall cover damages caused by errors,

omissions or negligent acts related to the professional services to be provided under this WOC. Contractor’s Professional Liability insurance shall provide for amounts of coverage not less than the following:

Per occurrence limit for any single claimant: $1,000,000. Per occurrence limit for multiple claimants: $3,000,000.

d. Automobile Liability. Contractor’s Automobile Liability insurance shall provide for amounts of coverage

for a combined single limit, or the equivalent, of not less than Oregon Financial Responsibility Law (ORS 806.060), for each accident for Bodily Injury and Property Damage, including coverage for owned, hired or non-owned vehicles, as applicable.

e. Additional Insureds. Each of the insurance policies that Contractor obtains pursuant to this Section shall

provide that the State of Oregon, Lottery and their divisions, officers and employees are additional insureds under the policy, but only with respect to the Services that Contractor will provide under this WOC.

f. Certificates of Insurance. As evidence of the insurance coverage required under this WOC, Contractor

shall promptly furnish acceptable insurance certificates to Lottery immediately after execution of this WOC and prior to commencing any Services under this WOC, and also within seven (7) Business Days following Lottery’s request, which may be made from time to time. The certificates must specify all of the parties who are additional insureds and shall indicate all deductible amounts or retention’s for all self-insurance. Insuring companies shall be authorized to sell insurance in the State of Oregon. Contractor shall be financially responsible for all pertinent deductibles, self-insured retention, and self-insurance.

g. Cancellation / Change. Contractor shall not, and shall cause its insurers to not cancel, materially change,

reduce limits, or evidence intent not to renew the insurance coverage(s) without 30 Days prior written notice from the Contractor or its insurer(s) to the Oregon State Lottery Commission. Failure on the part of the Contractor to procure or maintain required insurance shall constitute a material breach of this WOC.

14. Events of Default by Contractor. Contractor shall be in default under this WOC if Contractor:

a. Institutes or has instituted against it insolvency, receivership or bankruptcy proceedings which are not dismissed within 60 Calendar Days of their commencement, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or

b. No longer holds a license or certificate that is required for Contractor to perform the Services and Contractor has not obtained such license or certificate within 15 Business Days after Contractor’s receipt of Lottery’s notice to cure or such shorter period as Lottery may specify in such notice;

c. Commits any material breach or default of any covenant, warranty, obligation or certification under this WOC, and such breach or default is not cured, within 15 Business Days after Contractor’s receipt of Lottery’s notice


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to cure, or such shorter or longer period of time as Lottery may specify in such notice;

d. Clearly manifests an intent not to perform future obligations under this WOC, or such manifestation of an intent not to perform is not corrected by reasonable written assurances of performance, within 15 Business Days after receipt of Lottery’s notice to cure, or such shorter or longer period of time as Lottery may specify in such notice

e. Fails to perform the Services under this WOC in conformance with the specifications and warranties provided in this WOC, and such breach or default is not cured within 15 Business Days after receipt of Lottery’s notice to cure, or such shorter or longer period as Lottery may specify in such notice;

f. Any other event or circumstance occurs that is described in this WOC as a Contractor default under this WOC, and such breach or default is not cured within 15 Business Days after receipt of Lottery’s notice to cure, or such shorter or longer period as Lottery may specify in such notice;

g. If any control person, as defined in ORS 461.410, of Contractor is convicted of any crime; or

h. Contractor has liquidated and delinquent debt owed to the State of Oregon or any department or agency of the State.

All notices to cure delivered under this Section shall be deemed received in accordance with Article II, Section 28.

15. Events of Default by Lottery. Lottery shall be in default under this WOC if Lottery:

a. Commits any material breach or default of any covenant, warranty, or obligation under this WOC and Lottery fails to cure such failure within 30 Business Days after Lottery’s receipt of Contractor’s notice to cure or such longer period as Contractor may specify in such notice;

b. Fails to perform its commitments hereunder within the time specified or any extension thereof, and

Lottery fails to cure such failure within 30 Business Days after Lottery’s receipt of Contractor’s notice to cure or such longer period as Contractor may specify in such notice; or

c. Fails to pay Contractor any amount pursuant to the terms of this WOC, and such failure is not cured

within 15 Business Days after Lottery’s receipt of Contractor’s notice to cure or such longer period as Contractor may specify in such notice.

All notices to cure delivered under this Section shall be deemed received in accordance with Article II, Section 28 below.

16. Lottery’s Remedies for Contractor Default. In the event Contractor is in default under this WOC, Lottery shall

have the right, at its option, to pursue any or all of the remedies available to it under this WOC as well as at law or in equity, which include, without limitation:

a. Termination of this WOC in accordance with Article II, Sections 14 and 18 of this Agreement; b. Withholding all monies due for Services that Contractor is obligated but has failed to perform,

notwithstanding Contractor’s receipt of Lottery’s notice to cure 15 Business Days prior to Lottery exercising its right to withhold such monies;


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c. Exercise its rights of setoff of any amounts invoiced and due to Contractor under this WOC against any

amounts Contractor may owe Lottery or the State; d. Undertaking collection by administrative offset, or garnishment if applicable, of all monies due for Services

and to recover liquidated and delinquent debt owed to the State of Oregon or any department or agency of the State. Offsets or garnishment may be initiated after the Contractor has been given notice if required by law;

e. Lottery’s return to Contractor of Deliverables for which Lottery has paid before acceptance in exchange

for Contractor’s return to Lottery of all moneys previously paid for such Deliverables and the Services related thereto; and

f. Initiation of an action or proceeding for damages, specific performance, declaratory or injunctive relief. All Lottery remedies are cumulative to the extent the remedies are not inconsistent, and Lottery may pursue

any remedy or remedies singly, collectively, successively or in any order whatsoever. If it is determined for any reason that Contractor was not in default, the rights and obligations of Lottery and Contractor shall be the same as if the Agreement or WOC, or both, as applicable, was terminated pursuant to Article II, Section 18.b, Lottery’s Right to Terminate for Convenience.

17. Contractor’s Remedies for Lottery Default. In the event Lottery is in default under this Agreement under Article II, Section 15, Contractor’s sole and

exclusive remedy shall be termination of this WOC. In the event Contractor terminates this WOC as set forth Article II, Section 15, and regardless of whether Contractor elects to exercise its right to terminate such WOC, Contractor’s sole monetary remedy shall be a claim for submitted, unpaid invoices as well as for authorized expenses incurred, Services performed, and any Deliverables delivered and accepted but not yet invoiced. For Services performed and Deliverables delivered, Contractor may claim the percentage of Services completed up to the not to exceed amount for the Services, or applicable Deliverable, and the amounts owing for each delivered and accepted Deliverable but not yet invoiced as agreed to in this WOC. All such amounts claimed by Contractor shall be less: (i) previous amounts paid by Lottery and (ii) amounts claimed by Lottery against Contractor. If previous amounts paid to Contractor exceed the amount due to Contractor under this Section, Contractor shall pay any excess to Lottery within 5 Business Days of Contractor’s receipt of Lottery’s written demand.

18. Termination.

a. Parties’ Right to Terminate for Mutual Consent. This WOC may be terminated at any time by mutual written consent of the Parties.

b. Lottery’s Right to Terminate for Convenience. Lottery may, at its sole discretion, terminate this WOC,

in whole or in part, upon 30 Days written notice to Contractor. c. Lottery’s Right to Terminate for Cause. Lottery may terminate this as follows:

i. Immediately or at such later date as may be established in such notice, if:


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A. Lottery funding from sales sources is not obtained and continued at levels sufficient to allow for compensation for the Services, in Lottery’s sole administrative discretion. This WOC may be amended to accommodate a reduction in funds;

B. Federal or state regulations or guidelines are modified, changed, or interpreted in such a way

that the Services are no longer allowable or appropriate for purchase under this Agreement;

C. The State enacts a statute, a court decision is issued, or an initiative passes that removes the authority or ability of Lottery to conduct lottery games;

D. Contractor has liquidated or delinquent debt owed to the State or any department or agency of

the State;

E. If Contractor is in default under Article II, Section 14.a. (bankruptcy) of this WOC; or

F. If Contractor is in default under Article II, Section 14.g. (conviction of a control person) of this WOC.

ii. Within the time period specified in a notice to cure delivered to Contractor under Article II, Sections

14.b.-f.

d. Contractor’s Right to Terminate for Cause. Contractor may terminate this WOC in the time period identified in the applicable notice to cure

delivered by Contractor to Lottery under Article II, Sections 15 and 17 of this WOC.

e. Contractor’s Tender Upon Termination. Upon receiving a notice of termination of this WOC, Contractor shall immediately cease all activities under this WOC unless Lottery expressly directs otherwise in such notice of termination. Contractor shall, in accordance with the instructions in such notice of termination, deliver to Lottery all documents, information, works-in-progress, and other property that are or would be Deliverables had Contractor completed all Services agreed to under this WOC. Contractor shall also, in accordance with any request made by Lottery, surrender to anyone Lottery designates, all documents, research or objects or other tangible things required to complete the Services.

19. Records Maintenance; Access. Contractor shall maintain all fiscal records relating to the subject matter of this WOC and Contractor’s

performance related to this WOC, in accordance with Generally Accepted Accounting Principles. In addition, Contractor shall maintain any other records pertinent to this WOC in such a manner as to clearly document Contractor’s performance of its duties under this WOC. Contractor acknowledges and agrees that Lottery and the Oregon Secretary of State’s Office, the Oregon Department of Revenue, the Oregon Department of Justice and their duly authorized representatives shall have access to such fiscal and other records as well as all other books, documents, papers, plans and writings of Contractor that are pertinent to this WOC (collectively, “Records”) and have the right to perform examinations and audits and make excerpts and transcripts of all or any part of such Records. Contractor shall retain and keep accessible all such Records for a minimum of six years, or such longer period as may be required by applicable law, following final payment and termination or expiration of this WOC, or until the conclusion of any audit, controversy or litigation arising out of or related to both this WOC, whichever date (expiration/termination or audit/controversy/litigation) is later.


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20. Acceptance Process for Deliverables. Contractor shall provide written notice by email to Lottery upon completion of each Deliverable delivered

under this WOC. In accordance with the delivery schedule listed in the Statement of Work this WOC, Lottery shall perform necessary reviews to determine whether the Deliverables meet the specifications and performance standards set forth in this WOC.

If, after review, Lottery determines that the Deliverables meet the specifications and performance standards,

then Lottery shall notify Contractor via email of Lottery’s acceptance. If after review, Lottery determines that the Deliverables do not meet the specifications or performance

standards set forth in this WOC, then Lottery shall notify Contractor via email of Lottery’s non-acceptance. Upon receipt of notice of non-acceptance, Contractor shall, within ten Business Days, modify or improve the Deliverables at Contractor’s sole expense in a manner that meets such specifications or performance standards. Lottery shall thereafter review the revised Deliverables within a ten (10) Business Day period. This process is an iterative process. Failure of the Deliverables to meet the applicable specifications and performance standards after the second review may constitute a default by Contractor. Upon such default, Lottery may either (i) notify Contractor of such default and instruct Contractor to modify or improve the Deliverable or Service in accordance with this WOC, or (ii) notify Contractor of such default and either (A) identify the method and means by which Contractor shall cure such default, or (B) identify another means of remedy as identified in this WOC. In such case, Contractor shall comply with Lottery’s notice. Any and all notices of Default shall be delivered to Contractor in accordance with Article II, Section 28 of this Agreement.

21. Amendments; Waiver.

a. Except as expressly provided otherwise in this WOC, this WOC may be amended, modified, or supplemented only by a written amendment signed by the Authorized Representatives of Lottery and Contractor and, if required by applicable law, has been approved by the Oregon Department of Justice. Any amendment that provides for additional Services may only provide for Services directly related to the scope of Services described in the Agreement, and no amendment shall be effective until all requisite approvals are obtained in writing and any other requisite signatures have been obtained

b. The failure of a Party to enforce any provision of this WOC or the waiver of any violation or

nonperformance of this WOC in one instance shall not constitute a waiver by the Party of that or any other provision nor shall it be deemed to be a waiver of any subsequent violation or nonperformance. No waiver, consent, modification, or change of terms of this WOC shall bind a Party unless agreed to in an amendment made in accordance with subsection a. of this Section 21. Any such waiver, consent, modification, or change, if made, shall be effective only in the specific instance and for the specific purpose given in any such amendment.

22. Working with other Lottery Contractors. Contractor understands and agrees that, as part of this WOC, Contractor may be required to work with other

Lottery contractors who may be working on similar or other projects. Lottery and Contractor acknowledge and agree that cooperation among contractors, including Contractor, is essential to each Party meeting its respective obligations under this WOC. In the event of a conflict between contractors who must cooperate, Contractor shall notify Lottery’s Contract Administrator and abide by the Lottery’s directions.


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23. Compliance with Applicable Law. Contractor shall comply with all federal, state and local laws, regulations, executive orders and ordinances

applicable to its performance under this WOC. Contractor expressly agrees to at all times during the term of this WOC to comply with Title VI of the Civil Rights Act of 1964, with section V of the Rehabilitation Act of 1973, and with all applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations with the Americans with Disabilities Act of 1990 (Pub L. No. 101-336), including Title II of that Act, ORS 659A.142, and all regulations and administrative rules established pursuant to those laws. Contractor shall also comply with the Oregon Lottery Act, ORS Chapter 461, as it may be amended from time to time, and Lottery’s Administrative Rules, OAR Chapter 177, as they may be amended from time to time.

24. Foreign Contractor. If Contractor is not domiciled in or registered to do business in the State of Oregon, Contractor shall promptly

provide to the Oregon Department of Revenue and the Secretary of State, Business Registry, to transact business under this WOC. Registration information can be found at: http://sos.oregon.gov/business/Pages/business-registration-forms.aspx.

24. Force Majeure. Neither Lottery nor Contractor shall be held responsible for delay or default caused by riot, acts of God,

terrorism, war, fire, earthquake, flood or any other similar natural disaster which is beyond the Party’s reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this WOC. Lottery may terminate this WOC upon written notice to Contractor after it determines that such delay or default will likely prevent successful performance under this WOC.

26. Survival. In addition to all provisions which by their nature extend beyond WOC termination or expiration, the

following provisions shall remain in effect beyond WOC termination or expiration: Article II, Sections 1, 4, 7 through 12, 16, 18.e, 19, 26, and 32. Expiration or Termination of this WOC not extinguish or prejudice Lottery’s right to enforce this WOC with respect to any default by Contractor that has not been cured.

27. Time is of the Essence. Contractor agrees that time is of the essence in its performance under this WOC. 28. Notice; Authorized Representatives.

a. Except as otherwise expressly provided in this WOC, any communications between the Parties hereto or notices to be given hereunder shall be given in writing by personal delivery, U.S. mail, or commercial carrier, to Contractor or Lottery at the address or number set forth below, or to such other addresses or numbers as either Party may hereafter indicate pursuant to this Section. Any communication or notice so addressed and sent shall be deemed to be received as follows: (a) via U.S. Mail - on the fifth Business Day after the day such notice has been placed in the mailbox, (b) via commercial carrier –on the second Business Day after the day such notice has been placed with the commercial carrier, and (c) via personal delivery – upon actual receipt by the Authorized Representative of the receiving Party.

http://sos.oregon.gov/business/Pages/business-registration-forms.aspx


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b. Unless otherwise specified in of this WOC, the Authorized Representatives are specified forth below in

Subsections 28.c. and 28.d. Notwithstanding the foregoing, additional or substitute Authorized Representatives and the scope of authority of such additional or substitute Authorized Representatives may be identified in a WOC.

c. Contractor Authorized Representative:

d. Lottery Authorized Representative: Oregon State Lottery 500 Airport Road SE Salem, Oregon 97309 Attention: Katie Shaw Phone: 503-540-1340

e. For notices that are expressly permitted to be delivered via email under this WOC, such notices shall be delivered to the email addresses listed below unless another email address is expressly agreed to otherwise. In no event shall any notice of default or breach be delivered via email.

For Contractor: _____________________ For Lottery: [email protected]

29. Severability. The Parties agree that if any term or provision of this WOC is declared by a court of competent jurisdiction to

be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if this WOC did not contain the particular term or provision held to be invalid.

30. Counterparts. This WOC may be executed in several counterparts, all of which when so executed and taken together shall

constitute one original agreement binding on all Parties, notwithstanding that all Parties are not signatories to the same counterpart.

31. Disclosure of Social Security Number. Contractor must provide Contractor’s Social Security Number to Lottery unless Contractor provides a federal

tax ID number to Lottery. This number is requested pursuant to ORS 305.385 and OAR 150-305.100. Social Security Numbers provided pursuant to this authority will be used for the administration of state, federal and local tax laws.

32. Governing Law; Venue; Consent to Jurisdiction. This WOC shall be governed by and construed in accordance with the laws of the State without regard to

principles of conflicts of law. Any claim, action, suit or proceeding (collectively, “Claim”) between Contractor and Lottery, and any other agency or department of the State, that arises from or relates to this WOC shall be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon; provided, however, that if a Claim must be brought in a federal forum, then it shall be brought and

mailto:[email protected]


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adjudicated solely and exclusively within the United States District Court for the District of Oregon. CONTRACTOR, BY EXECUTION OF THIS AGREEMENT HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURT(S). In no event shall this Section be construed as a waiver by Lottery or the State of any form of defense or immunity, whether it is sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any Claim or from the jurisdiction of any court.

33. Compliance with Tax Laws. By signature on this WOC for Contractor, the undersigned hereby certifies under penalty of perjury that the

undersigned is authorized to act on behalf of Contractor and that Contractor is, to the best of the undersigned’s knowledge, not in violation of any Oregon Tax Laws. For purposes of this certification, “Oregon Tax Laws” means a state tax imposed by ORS 320.005 to 320.150 (Amusement Device Taxes), 403.200 to 403.250 (Tax For Emergency Communications), 118 (Inheritance Tax), 314 (Income Tax), 316 (Personal Income Tax), 317 (Corporation Excise Tax), 318 (Corporation Income Tax), 321 (Timber and Forest Land Taxation) and 323 (Cigarettes And Tobacco Products) and any local taxes administered by the Department of Revenue under ORS 305.620.

34. Equal Employment Opportunity; Affirmative Action.

Lottery is an Equal Employment Opportunity and Affirmative Action employer and encourages its contractors and their subcontractors to follow EEO/AA practices in their performance of Contract with Lottery.

35. Contractor certifications and signature of Contractor’s Authorized Representative. The undersigned certifies under penalty of perjury both individually and on behalf of Contractor that:

a. The undersigned is a duly authorized representative of Contractor, has been authorized by Contractor to make all representations, attestations, and certifications contained in this Contract and to execute this Contract on behalf of Contractor.

b. The undersigned is authorized to act on behalf of Contractor and that Contractor is, to the best of the

undersigned’s knowledge, not in violation of any Oregon Tax Laws. For purposes of this certification, “Oregon Tax Laws” means a state tax imposed by ORS 320.005 to 320.150 (Amusement Device Taxes), 403.200 to 403.250 (Tax For Emergency Communications), 118 (Inheritance Tax), 314 (Income Tax), 316 (Personal Income Tax), 317 (Corporation Excise Tax), 318 (Corporation Income Tax), 321 (Timber and Forest Land Taxation) and 323 (Cigarettes And Tobacco Products) and any local taxes administered by the Department of Revenue under ORS 305.620.

c. To the best of the undersigned’s knowledge, Contractor has not discriminated against and will not

discriminate against minority, women or emerging small business enterprises certified under ORS 200.055 in obtaining any subcontracts for the work described herein.

d. Contractor and Contractor’s employees and agents are not included on the list titled “Specially

Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at: https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx.

https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx


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e. Contractor is bound by and will comply with all requirements, terms and conditions contained in this Contract; and

f. Contractor ____is / ___ is not a nonresident alien as defined in 26 USC § 7701(b)(1) (check one).

IN WITNESS WHEREOF, this Agreement has been executed by a duly Authorized Representative of _____________________ and the Oregon State Lottery.

FOR CONTRACTOR By: ____________________________________________ Title: __________________________________________ Date: ________________

FOR LOTTERY

The State of Oregon acting by and through its Oregon State Lottery Commission By: ____________________________________________ Authorized Signatory Title:___________________________________________ Date: ________________


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EXHIBIT A To

SAMPLE MASTER AGREEMENT

WORK ORDER CONTRACT FORM (On Call Professional Services Master Agreement)

Work Order Contract #. ________

This Work Order Contract #_____ (“WOC”) is entered into by the State of Oregon (“State”), acting by and through its Oregon State Lottery Commission (“Lottery”), and_____________, (“Contractor”), and upon receipt of all approvals required by law and execution by Contractor and Lottery, is effective as of _____________(the “WOC Effective Date”).

This WOC is entered into pursuant to Master Agreement # _____ (“Agreement”) and is subject to the terms and conditions set forth in Article II of the Agreement. This WOC is a binding contract between Contractor and Lottery. The applicable terms and conditions of the Agreement are incorporated by reference as though fully set forth in this WOC.

Except as expressly agreed to in this WOC, all capitalized terms in this WOC shall have the meanings as defined in the Agreement.

Lottery and Contractor agree as follows:

WOC AGREEMENT

1. SERVICES AND DELIVERABLES. Contractor shall provide all Services and deliver all Deliverables as described and specified in Section 4 of this WOC.

2. AUTHORIZED REPRESENTATIVES; KEY PERSONNEL.

Contractor’s Authorized Representative

(Notices under Section 28 of Price Agreement)

Contractor’s Key Personnel

Contractor’s Key Personnel

[name] [name] [name] [title] [title] [title]

[address] [address] [address] [City, state zip] [City, state zip] [city, state zip]

[phone] [phone] [phone] [email] [email] [email]

Lottery’s Authorized Representative (Notices under Section 28 of Price Agreement)

Lottery’s Project Manager

Lottery’s _____________

[name] [name] [name] [title] [title] [title]

[address] [address] [address] [City, state zip] [City, state zip] [city, state zip]


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[phone] [phone] [phone] [email] [email] [email]

3. EFFECTIVE DATE & DURATION. Unless terminated or extended in accordance with the terms of this WOC, this WOC expires on ______ or upon Lottery’s receipt and acceptance of all Services and Deliverables, whichever occurs last. 4. REQUIRED SERVICES, DELIVERABLES AND DELIVERY SCHEDULE. (The Statement of Work for each WOC will be developed from within the scope of the following Services, depending upon the Service categories awarded.) General Description of Services. Contractor shall perform one or more types of the Services listed below in this Section as specifically described and agreed to in a WOC.

4.1 Category 1: Market Research Services

a. Develop project objectives, identify and carry out the appropriate methodology or methodologies to address those objectives, analyze data and develop and report on insights in a compelling way to stakeholders at all levels of the organization. Services may include, but are not limited to, the following methods:

• Online quantitative studies (surveys)

• Online qualitative studies (focus groups, bulletin boards, communities, diaries/journals)

• Telephone surveys

• In-person qualitative (focus groups, workshops, in-depth interviews, executive interviews, observational research, ethnography, mystery shopping, etc.)

• In-person quantitative (intercept surveys)

• Eye-tracking/other biometric research

• Multi-lingual/Multi-cultural studies

• Multi-phased studies

• Multi-modal (phone/online/in-person)

Conduct research on behalf of Lottery, which may include, but is not limited to:

• Advertising/message testing

• Brand positioning

• Business to business (B2B)/channel partner/retailer research

• Customer satisfaction

• Employee engagement

• Executive interviews

• Usability testing/User experience research

• Ideation workshops

• Mystery shopping/Merchandising audits


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• Naming research

• Ethnography/Shop-alongs/Observational research

• Product development/Concept testing

• Multi-cultural research

• Research that includes exercises requiring advanced analytics (e.g., segmentation, conjoint, MaxDiff, Van Westendorp, forecasting, bundle optimization, TURF analysis, etc.)

• Tracking/Programmatic studies

4.2 Category 2: Advanced Analytics Services

Conduct analysis on behalf of the Lottery to help the organization achieve its strategic goals, which may include, but is not limited to:

• Marketing mix modeling

• Price elasticity and/or payout optimization

• Game mix/portfolio optimization (e.g., number of games by price point, prize volatility, play style, theme, etc.) within a single product line and/or across the Lottery game portfolio

• Demand/sales forecasting

4.3 Category 3: Specialized Research Support Services

From time to time, Lottery needs Research Support Services in lieu of full service support. These Services may include, but are not limited to:

• Focus group moderating/Discussion facilitation

• Collecting electronic responses in a qualitative setting (e.g., dialer data collection & other techniques)

• Transcription services

• Data processing (cleaning, verbatim response coding and tabulation)

• Recruiting/fielding services

• Analysis and reporting

5. COMPENSATION. Lottery shall pay Contractor for Services and Deliverables described in this WOC an amount

not to exceed $______________ as follows: [Final Fees, payment methodology, and maximum amounts payable for each WOC will be negotiated between Lottery & Contractor, consistent with the Agreement terms.] 6. WORK ORDER CONTRACT DOCUMENTS; ORDER OF PRECEDENCE: The following documents are incorporated

into this WOC by reference and, in the event of a conflict or inconsistency, will be interpreted in the following order of descending precedence:

A. This WOC _____, including Article II of the Agreement; B. Master Agreement #______ less Article II.


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7. CERTIFICATION. By signature on this WOC for Contractor, the undersigned hereby certifies under penalty of

perjury that the undersigned is authorized to act on behalf of Contractor and that all certifications, representations, and warranties specified in Article II of the Agreement are true and correct as of the date of signature below.

IN WITNESS WHEREOF, this WOC has been executed, as of the date last provided below, by a duly Authorized Representative of ______________, and the Oregon State Lottery Commission. FOR CONTRACTOR: _____________________________________ By: ____________________________________________ Date: ________________ Print Name: __________________________________________ Title: __________________________________________ FOR LOTTERY:The State of Oregon acting by and through its Oregon State Lottery Commission By: _________________________________________________ Date: ________________ Authorized Signatory Print Name: __________________________________________ Title: _________________________________________________

Request for Proposal #11314 Market Research and Advanced Analytics Services CONFIDENTIAL: This document contains information proprietary to Lottery as confidential and trade secrets under ORS 192.501(2). The document should not be disclosed in response to a public records request without prior review, guidance, and approval of the Oregon Attorney General’s Office.

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ATTACHMENT 2 EXPERIENCE GRID: MARKET RESEARCH SERVICES

Lottery is looking for full service and specialized research Vendors who can consult with Lottery to develop project objectives, identify and carry out the appropriate methodology or methodologies to address those objects, analyze data and develop and report on insights in a compelling way to stakeholders at all levels of the organization. Use the form below to describe the number and scope of your firm’s engagements in the past 5 years for each type of project for which you wish to be considered. Please limit your response per project type to no more than 3 paragraphs. Firms are encouraged to propose only in those categories where they can make a strong contribution. If your firm is not strong in a particular category, leave it blank or write N/A in the relevant grid(s). Scoring for Market Research Services will be based only on the experience categories completed below. Each completed grid will be awarded between 0 and 25 points. The total score for Market Research Services will be an average of scores for the completed grids. Firms will not be penalized for experience categories they do not respond to.

Advertising and/or message testing Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.

Brand positioning Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.

Business to Business (B2B)/Channel partner/Retailer Research

Number of projects in past 5 years:

Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.

Customer Satisfaction Research Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.

Employee Engagement Research Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.

Points Possible = 25


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Executive Interviews Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.

Usability Testing / User Experience Research Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.

Ideation Workshops Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.

Mystery Shopping/Merchandising Audits Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.

Naming Research Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.

Ethnography/Shop-alongs/Observational Research



Product development/Concept testing Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.

Multi-Cultural Research Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.


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Research that includes exercises requiring advanced analytics, such as conjoint, MaxDiff, Van Westendorp, forecasting, bundle optimization, TURF, etc.



Tracking/Programmatic Studies Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.


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ATTACHMENT 3 EXPERIENCE GRID: ADVANCED ANALYTICS SERVICES

Vendors that qualify in this category may be asked to conduct the following types of analysis on behalf of the Lottery to help the organization achieve its strategic goals:

• Marketing mix modeling • Price elasticity and/or payout optimization • Game mix / portfolio optimization • Demand / sales forecasting

Use the form below to describe the number and scope of your firm’s engagements in Advanced Analytics projects. Firms are encouraged to discuss the breadth of analytics services they can provide, not just those called out above. Please limit your response to no more than five paragraphs.

Advanced Analytics Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.



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ATTACHMENT 4 EXPERIENCE GRID: SPECIALIZED SUPPORT SERVICES

From time to time Lottery needs Research Support Services in lieu of full service support. Use the form below to describe the number and scope of your firm’s engagements in the past 5 years for each type of support service for which you wish to be considered. Please limit your response per service to no more than 3 paragraphs. Firms are encouraged to bid only in those categories where they can make a strong contribution. If your firm is not strong in a particular category, leave it blank or write N/A in the relevant grid(s). Scoring for Specialized Support Services will be based only on the experience categories completed below. Each completed grid will be awarded between 0 and 25 points. The total score for Specialized Support Services will be an average of scores for the completed grids. Firms will not be penalized for experience categories they do not respond to.

Focus Group Moderation / Discussion Facilitation Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.

Collecting electronic responses in a qualitative setting (e.g., dialer data collection & other techniques)



Data Processing Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.

Transcription Services Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.

Recruiting/Fielding Services Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.

Analysis and Reporting Number of projects in past 5 years: Please summarize your firm’s expertise in conducting this type of research, including breadth of topics covered and methodologies used.
