Spanish Language Market Advertising Services

Transcription

1 Issue Date: November 20, 2013 Spanish Language Market Advertising Services Project Number: 03-13/14 Submissions Due: January 2, 2014 Florida Lottery Procurement Management 250 Marriott Drive Tallahassee, FL Flalottery.com

2 Table of Contents Page PART 1 - REPLY SUBMISSION INFORMATION Introduction Definitions Procurement Authority Applicable Laws and Procedures Headings Overview of ITN Issuing Officer Schedule of Events Restrictions on Communications Hiring and other Business Relationships with Lottery Staff ITN Clarification Process Protest of the ITN and/or the Award Mandatory Requirements Costs Associated with Reply Confidential Reply Materials Persons Requiring Special Accommodations Reply Receipt and Opening Late Replies Withdrawal from Consideration Reply Tenure Vendor Felonies, Convicted Vendor List, Discriminatory Vendor List Non-Responsive Replies Disqualification for Non-Responsibility Reply Clarification Process Minor Irregularities Contracting Officer Non-Exclusive Rights Disclosure and Ownership of Reply Contents by the Lottery PART 2 SPECIAL TERMS AND CONDITIONS Introduction Term Of Contract Liquidated Damages Provisions Vendor Diversity Initiatives Covenant Against Contingent Fees Insurance Performance Bond Introduction Objective Desired Qualifications Scope of Services Spanish language website Agency Business Recovery Plan Project Number: /14 Page i

3 PART 4 CONTRACT QUALIFICATION REQUIREMENTS Introduction Financial Review Vendor Information & Disclosure / Background Investigations Conflict of Interest and Disclosure RESPECT of Florida Contractual Relationship PART 5 - INSTRUCTIONS FOR PREPARING AND SUBMITTING REPLIES Reply Labeling Copies of Replies Execution of Reply Reply Format Compensation and Cost Reply Timely Submission PART 6 - REPLY EVALUATION PROCESS AND NOTICE OF INTENDED AGENCY DECISION Introduction Contract Qualification Review Evaluation Committee Reply Evaluation Process Reply Ranking Contract Negotiations Notice of Intended Agency Decision ATTACHMENTS Attachment A Mandatory Requirements of Contract Attachment B Florida Lottery Background Information Attachment C Service Level Requirements Website Translation and Hosting Attachment D Certification of Criminal Convictions Attachment E Disclosure Affidavit Attachment F Vendor Personal Profile Form Attachment G Fingerprint Card (example) Attachment H Conflict of Interest and Disclosure Form Attachment I Certification of Consultation RESPECT of Florida Attachment J Advertising Guidelines Attachment K Cost Reply Form Attachment L Basic Fiscal policies Attachment M Evaluator Multiplier Score Form (Phase I) Attachment N Evaluator Multiplier Score Form (Phase II) Attachment O Certification of Drug Free Workplace Project Number: /14 Page ii

4 PART 1 - REPLY SUBMISSION INFORMATION 1.1 INTRODUCTION The Florida Lottery (the "Lottery") is issuing this (the ITN ) to invite interested vendors to submit Replies for the provision of Spanish Language Market advertising and related services. Vendors preparing a Reply should be familiar with the Florida Public Education Lottery Act, which establishes the purpose, powers, duties, and procedural framework of the Lottery. The Lottery Act (Chapter 24, Florida Statutes) may be found at In this ITN the Lottery has defined a series of objectives, requirements, and a Reply evaluation approach in conformance with Lottery policies and Florida Statutes. The successful Vendor is expected to enter into a written agreement (the Contract ) with the Lottery within ten (10) business days after receipt of the Contract from the Florida Lottery. At the Lottery s sole discretion, failure or refusal to do so may result in award of the Contract to another Vendor. 1.2 DEFINITIONS Account Billings - The total costs reimbursable under the terms and conditions of this ITN with the exception of agency fees. Best Value - the highest overall value to the state based on objective factors that include, but are not limited to, price, quality, design and workmanship. Business Day - Monday through Friday except legal holidays observed by the State of Florida. The terms "working day" and "business day" may be used interchangeably, except as otherwise provided herein. Contractor - The Vendor with whom the Lottery executes a contract to provide the required commodities and services. EETF - Educational Enhancement Trust Fund. ITN - This. Lottery - The State of Florida, Department of the Lottery. Project Number: /14 Page 1

5 Public Entity Crime - As defined in section (1)(g), Florida Statutes, "public entity crime" is a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any Reply or contract for commodities or services, any lease for real property, or any contract for the construction or repair of a public building or public work, involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. Reply A response to this ITN. Responsible Vendor - A Vendor judged by the Lottery to have the capability in all respects to perform fully the Contract requirements and to have the integrity, security, and reliability which will assure good faith performance. Responsive Reply - A Reply submitted by a responsive and responsible Vendor that conforms in all material respects to the solicitation. Secretary - The Secretary of the Florida Lottery or an employee of the Lottery authorized to act on behalf of the Secretary. State - The State of Florida and its departments, boards and commissions, officers and employees. Subcontractor - Any person other than an employee of the Contractor who performs any of the services listed in this ITN for compensation. Substantial Subcontractor - Any subcontractor to which the Contractor subcontracts a substantial portion of the work to be performed under the Contract, as provided in section (2)(a)4, Florida Statutes. This includes related work that is critical to the security, integrity, or operational performance of the Lottery. The term substantial subcontractor includes, but is not limited to, a firm that provides media buying services (if applicable). Vendor - Any firm or person who submits a Reply to the Lottery in response to this ITN. Project Number: /14 Page 2

6 1.3 PROCUREMENT AUTHORITY This ITN, and all activities leading toward the anticipated signing of a Contract pursuant to this ITN, are conducted pursuant to Chapters 24 and 287, Florida Statutes; Rule 53ER07-55, Florida Administrative Code; and Chapter 60A, Florida Administrative Code, as applicable. The Lottery considers it in the best interest of the State of Florida to acquire the services and commodities described herein through a competitive solicitation process. The Lottery hereby determines, as required by Section , Florida Statutes, that it is not practicable to use an Invitation to Bid or a Request for Proposals to acquire the services sought because a sufficiently detailed description of the services and skill sets sought cannot be developed. Additionally, because the services to be provided will ultimately impact the Lottery s mission to maximize transfers to the EETF, negotiations are appropriate to secure the best qualified firm representing the best value. Therefore, this procurement is being conducted through a request for competitive sealed Replies. 1.4 APPLICABLE LAWS AND PROCEDURES Applicable provisions of all federal, state, county and local laws and administrative procedures and rules shall govern the development, submittal and evaluation of all Replies received in response hereto and shall govern any and all claims and disputes which may arise between persons submitting a Reply hereto and the Lottery. Lack of knowledge of the law or applicable administrative procedures or rules by any Vendor shall not constitute a cognizable defense against their effect. 1.5 HEADINGS The headings used in this ITN are for convenience only and shall not affect the interpretation of any of the terms and conditions hereof. 1.6 OVERVIEW OF ITN This provides the necessary information to submit Replies as follows: Part 1 describes Reply submission information. Part 2 defines special terms and conditions that will apply to the Contract. Part 3 contains specifications for the scope of services and commodities to be provided. Part 4 prescribes contract qualification requirements. Part 5 provides instructions for preparing and submitting Replies. Project Number: /14 Page 3

7 Part 6 describes the Reply evaluation process and the proceedings leading to execution of a Contract with the successful Vendor. Attachments Throughout this ITN, where it is logical and reasonable to do so, the singular may be read as the plural and the plural as the singular. 1.7 ISSUING OFFICER The Issuing Officer, acting on the Lottery's behalf, is the sole point of contact with regard to all procurement matters relating to this ITN, from the date of issuance of this ITN until the end of the seventy-two (72) hour period following the Lottery s Notice of Agency Decision. All communication concerning this procurement should be addressed in writing to the Issuing Officer: Mr. Rhett Frisbie, Director Procurement Management Florida Lottery 250 Marriott Drive Tallahassee, Florida FAX: (850) purchasing@flalottery.com Project Number: /14 Page 4

8 1.8 SCHEDULE OF EVENTS The following event dates and times are set forth for informational and planning purposes. The Lottery reserves the right to change any of the dates. EVENT DATE AND TIME DUE issued Wednesday, November 20, 2013 Vendors submit written questions (1 st round) about the, requests for clarifications or changes to conditions and specifications of the to the Issuing Officer no later than Answers issued in addendum to Invitation to Negotiate, if applicable (1 st round) Vendors submit written questions (final round) about the, requests for changes to conditions and specifications of the to the Issuing Officer no later than Answers issued in addendum to Invitation to Negotiate, if applicable (final Round) Monday, December 2, 2013, 3:00 PM ET Monday, December 9, 2013 Friday, December 13, 2013, 3:00 PM ET Friday, December 20, 2013 Reply submissions due to Issuing Officer Thursday, January 2, 2014 at 3:00 PM ET Open Replies and read aloud the names of the Thursday, January 2, 2014 responding Vendors at 3:00 PM ET Phase I: Evaluation Committee Reply Review and To Be Determined Scoring Phase II: Work Assignment Presentation (Top To Be Determined three [3] ranked Vendors), Evaluation Committee Review and Scoring, followed by Cost Reply opening Negotiations To Be Determined Notice of Intended Agency Decision posted To Be Determined 1.9 RESTRICTIONS ON COMMUNICATIONS Vendors responding to this solicitation or persons acting on their behalf may not contact, between the release of the solicitation and the end of the seventy-two (72) hour period (excluding Saturdays, Sundays, and state holidays), following the Lottery posting the Notice of Intended Agency Decision, any employee or Project Number: /14 Page 5

9 officer of the executive or legislative branch concerning any aspect of this solicitation, except in writing to the Issuing Officer or his designee. Violation of this provision may be grounds for rejecting a Reply HIRING AND OTHER BUSINESS RELATIONSHIPS WITH LOTTERY STAFF During the period from the ITN issuance until the signing of the Contract, Vendors are prohibited from officially or unofficially making any employment offer or proposing any business arrangement whatsoever to any Lottery employee. A Vendor making such an offer or proposition may be disqualified from further consideration, or a Contract signed pursuant to this ITN may be terminated ITN CLARIFICATION PROCESS Two (2) rounds of clarification questions will allow Vendors the only opportunity to seek clarification concerning the ITN terms, conditions, and requirements as well as the associated Reply submission and evaluation process. Questions relevant to this ITN and/or requests for changes to the ITN must be mailed, faxed, or ed to the Issuing Officer. Vendors must observe the time schedule provided in section 1.8 for submitting questions and/or requests for changes to the ITN. This schedule will ensure that the Lottery has adequate time to respond to all questions and that the responses will be provided to Vendors in time to be incorporated into their Replies. A copy of all questions and the Lottery s responses will be issued as an addendum to the ITN. The Vendor must sign a form provided by the Lottery indicating acknowledgement and acceptance of ITN addenda as issued by the Issuing Officer. Vendors are cautioned that an ITN inquiry should not contain cost information. The inclusion of cost information in a response to an inquiry may result in the Vendor's disqualification. The Lottery will not hold a pre-submission Vendor question and answer conference in association with this ITN. Public records requests submitted by Vendors will be answered as promptly as possible in the ordinary course of business but may not be answered as part of the Clarification process described above. Responses to public records requests may be furnished to the requesting Vendor only. The Issuing Officer shall be solely responsible for issuing this ITN and any changes, additional materials, or addenda. Any addenda to this ITN will be posted on the Department of Management Services Vendor Bid System. Project Number: /14 Page 6

10 Potential Vendors must monitor the Web site for addenda and notices issued relating to this procurement. Vendors can ensure they are registered to receive notification of advertisements, addenda and notices by visiting the following link: and selecting the Notification link. The commodity code vendors should register for pertaining to this procurement is: , Advertising, Promotional, Public PROTEST OF THE ITN AND/OR THE AWARD Any prospective Vendor who disputes the reasonableness or appropriateness of the terms, conditions, specifications and/or processes of this ITN or any subsequent addenda or who disputes the Lottery s Notice of Intended Agency Decision may, pursuant to section , Florida Statutes, file a formal written protest in appropriate form within seventy-two (72) hours (excluding State holidays, Saturdays and Sundays) of posting of the ITN, or any subsequent addenda, or the Notice of Intended Agency Decision. Any Vendor who files a formal written protest shall, at the time of filing, post a protest bond in the amount of one percent (1%) of the estimated contract value as set forth in section (2)(c), Florida Statutes. The Lottery will estimate the contract value for this purpose. Failure to file a formal written protest accompanied by the required bond within the time prescribed in section , Florida Statutes, shall constitute a waiver of proceedings under Chapter 120, Florida Statutes. Negotiable instruments submitted as a protest bond will be deposited into the State Treasury. If vendor is entitled to return of the bond after conclusion of the administrative hearing process and any appellate court proceedings, return of the bond will be accomplished by issuing a warrant made payable to the Vendor within five (5) to seven (7) business days of request MANDATORY REQUIREMENTS The Lottery has established certain mandatory requirements that must be included as part of any Reply. The use of the terms "shall," "must" or "will" (except to indicate simple futurity) in this ITN indicates a mandatory requirement or condition. The words "should" or "may" in this ITN indicate desirable attributes or conditions, but are permissive in nature. Deviation from, or omission of, such a desirable feature will not by itself be cause for rejection of a Reply. Project Number: /14 Page 7

11 1.14 COSTS ASSOCIATED WITH REPLY Neither the Lottery nor the State of Florida shall be liable for any costs incurred by a Vendor in preparing or submitting a Reply, including, but not limited to preparation, copying, postage, delivery fees, and/or other expenses that may be required by the ITN. Nor shall the Lottery or the State of Florida be liable for any Vendor costs associated with any other part of the competitive solicitation process CONFIDENTIAL REPLY MATERIALS If a response to this ITN includes any information that constitutes a trade secret of the Vendor, such information shall be clearly marked as "CONFIDENTIAL." Trade secret is defined in section , Florida Statutes. An entire page or paragraph in which such information appears should not be marked confidential unless the entire page or paragraph consists of such confidential information. Only the confidential portion(s) should be so identified and marked. Vendors are to indicate where confidential information begins and ends. In addition, if a Reply contains confidential information, the Vendor should submit a separate listing of the confidential Reply sections and page references with the Reply. It will be the responsibility of the Vendor to defend the confidentiality of its trade secrets through the judicial process. Financial statements and other financial information submitted or obtained by the Lottery in connection with this ITN, if applicable, are public records and cannot be made confidential. The Lottery will examine each Reply to determine which information is properly marked as confidential. Vendors should also refer to Section 5.2 titled Copies of Replies concerning submission of a redacted copy of their Reply for public records requests. The Vendor, after consultation the Lottery, will submit an updated redacted version of the Vendor s Reply if deemed necessary PERSONS REQUIRING SPECIAL ACCOMMODATIONS Any person requiring a special accommodation at any public meeting relating to this ITN because of a disability should contact the Issuing Officer identified in Section 1.7, or use the Florida Relay Service at (TTY), at least forty-eight (48) hours prior to the scheduled meeting. Project Number: /14 Page 8

12 1.17 REPLY RECEIPT AND OPENING Vendors choosing to hand deliver Replies must take into consideration that the Lottery headquarters building is a secure facility and they must arrive sufficiently early to comply with security procedures. The date and time stamp of the Procurement Management Office is the official time of the Reply receipt. Upon written request, the Issuing Officer will confirm receipt of any Reply by telephone, or other appropriate method. The public may attend the Reply opening, at which time the names of the responding Vendors will be read aloud; however, the public may not immediately review any submitted Reply. The contents of submissions are not public records subject to the provisions of section (1), Florida Statutes, until the Lottery posts a Notice of Intended Agency Decision pursuant to section (3)(a), Florida Statutes, or until thirty (30) days after the final competitive sealed Replies are opened, whichever is earlier. Disclosure of Reply contents by a Vendor or agent of the Vendor prior to the Reply becoming a public record may result in rejection of the Reply at the Lottery s discretion. No attempt shall be made by the Vendor to induce any other person or entity to submit or not submit a Reply for the purpose of affecting competition LATE REPLIES The Issuing Officer must receive Replies pursuant to this ITN no later than the date and time shown in section 1.8. Failure of a Vendor to submit its Reply by the specified date and time may result in rejection of the Reply. Replies that are rejected for being late will be retained by the Lottery WITHDRAWAL FROM CONSIDERATION The withdrawal of a Reply from consideration may be requested in writing within seventy-two (72) hours (excluding State holidays, Saturdays, and Sundays) after the established submission date and time. Requests received in accordance with this provision may be granted by the Lottery upon proof of impossibility to perform, based upon an obvious error. Replies withdrawn from consideration will be retained by the Lottery. Project Number: /14 Page 9

13 1.20 REPLY TENURE Replies will be binding until execution of a Contract with the successful Vendor VENDOR FELONIES, CONVICTED VENDOR LIST, DISCRIMINATORY VENDOR LIST, SCRUTINIZED COMPANIES LIST Consistent with Florida law, no Vendor may submit a Reply or will be awarded a Contract if any of the following conditions exist: 1. The Vendor or any officers, directors, joint venturers, partners, or trustees have been convicted of, or entered a plea of guilty or nolo contendere to, a felony committed in the preceding ten (10) years, regardless of adjudication, unless the Lottery determines that: (a) the Vendor (or such an individual) has been pardoned or the Vendor s (or such an individual s) civil rights have been restored; (b) subsequent to such conviction or entry of plea, Vendor (or such an individual) has engaged in the kind of law-abiding commerce and good citizenship that would reflect well upon the integrity of the Lottery; or, (c) if the Vendor is not an individual, the Vendor has terminated its relationship with the individual whose actions directly contributed to Vendor s conviction or entry of a plea. 2. Vendor s name appears on either the convicted or the discriminatory vendor list maintained by the Department of Management Services in accordance with sections and , Florida Statutes, respectively. An entity, person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime or placed on the discriminatory vendor list may not: (a) submit a bid, proposal, or reply on a contract to provide any commodities or services to a public entity; (b) submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; (c) submit a bid, proposal, or reply on leases of real property to a public entity; (d) be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and (e) if on the discriminatory vendor list, transact business with any public entity; or Project Number: /14 Page 10

14 (f) if on the convicted vendor list, transact business with any public entity in excess of the threshold amount provided in section , Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months following the date of being placed on the convicted vendor list. 3. Section , Florida Statutes (2011), prohibits agencies from contracting with companies, for goods or services over $1,000,000, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. Both lists are created pursuant to section , Florida Statutes. No company on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List may submit a Reply for or enter into a contract with an agency for goods or services of $1,000,000 or more. In submitting a response to this ITN, the Vendor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. Contractor understands that pursuant to section , Florida Statutes, the submission of a false certification may subject the contract to termination. Vendor represents and warrants that it will promptly notify the Lottery if during this procurement process or contract term, it is placed on the convicted vendor list, the discriminatory vendor list or the scrutinized companies list NON-RESPONSIVE REPLIES Each Vendor shall submit a Reply that meets all material requirements of this ITN. Material requirements of this ITN are those set forth as mandatory, or without which an adequate analysis and comparison of Replies is impossible, or those that affect the competitiveness of Replies or the cost to the Lottery. Replies that do not meet all material requirements of this ITN; fail to provide all required information, documents, or materials; or include language that is conditional, takes exception to, or offers alternatives contrary to terms, conditions, and requirements, shall be rejected as non-responsive. The Lottery reserves the right to determine whether a Reply meets the material requirements of the ITN. Vendors are required to provide background and financial information as specified in the ITN. Failure to provide the required information may cause a Vendor to be deemed non-responsive and, therefore, be disqualified from further consideration. Project Number: /14 Page 11

15 The Lottery seeks to maximize competition and reserves the right to follow up with Vendors to obtain the necessary information so that background investigations can be completed and financial status determined. Failure of a Vendor to timely respond to follow up requests from the Lottery may result in a determination of non-responsiveness and removal of the Vendor from further consideration DISQUALIFICATION FOR NON-RESPONSIBILITY Business stability and wherewithal to perform and support the Lottery are required. A Vendor will be rejected as non-responsible if, in the Lottery s judgment after evaluating documents submitted in response to this ITN, it does not possess the capability to perform the Contract requirements, has a conflict of interest in serving the Florida Lottery, or fails to demonstrate sufficient responsibility, security, integrity, and reliability to assure good faith performance REPLY CLARIFICATION PROCESS The Lottery may request clarifications from Vendors for the purpose of resolving ambiguities or questioning information presented in the Replies. Clarifications may be requested throughout the Reply evaluation process. Clarification responses shall be in writing and shall address only the information requested. Responses shall be submitted to the Lottery within the time stipulated at the occasion of the request. In no case does the clarification process permit revision or supplementation of the Reply offerings after submission MINOR IRREGULARITIES The Florida Lottery reserves the right to waive any minor irregularity, technicality or omission if it determines that doing so will serve the State s best interests CONTRACTING OFFICER The Contracting Officer shall act on the Lottery s behalf for contractual matters. The Contracting Officer is: Cynthia F. O Connell, Secretary Florida Lottery 250 Marriott Drive Tallahassee, Florida Project Number: /14 Page 12

16 1.27 NON-EXCLUSIVE RIGHTS Nothing in this ITN or the Contract resulting from this ITN shall preclude the Lottery from purchasing services and/or commodities as described in this ITN from other vendors DISCLOSURE AND OWNERSHIP OF REPLY CONTENTS BY THE LOTTERY All matters set forth in a Vendor's Reply including, without limitation, proposed services/commodities and cost information, if requested, will be subject to disclosure after Contract award, except as addressed under the section titled Confidential Reply Materials. All information in a Vendor's Reply and any Contract resulting from this ITN are subject to the provisions of Florida s Public Records Act, Chapter 119, Florida Statutes, regardless of copyright status. Any and all materials submitted become the property of the Lottery. The Lottery reserves the right to use any and all information contained in a Reply, including the Reply of an unsuccessful Vendor, unless prohibited by law. END OF SECTION Project Number: /14 Page 13

17 PART 2 SPECIAL TERMS AND CONDITIONS 2.1 INTRODUCTION This section sets forth the Special Terms and Conditions unique to this procurement. The terms and conditions applicable to Lottery procurements in general are set forth in Attachment A, Mandatory Requirements of Contract. By submission of a Reply, the Vendor agrees to the terms and conditions contained herein. 2.2 TERM OF CONTRACT The Contract shall be in effect from the date of execution for a period of four (4) years, unless terminated earlier by the Lottery under the terms provided herein. This Contract is subject to an annual appropriation by the State Legislature. The failure of the Legislature to adequately fund the appropriate category from which this Contract is paid could result in early termination. The Lottery reserves the right, at its sole option, to renew the Contract for up to two (2) two (2) year periods. Any renewal or extension of the Contract shall be in writing. Renewals shall be contingent upon availability of funds and satisfactory performance by Contractor. If, at any time, the Contract is canceled, terminated, or expires, and a contract is subsequently executed with a firm other than Contractor, the Contractor has the affirmative obligation to assist in the smooth transition of contract services to the subsequent contractor. The Florida Lottery reserves the right to extend the contract to facilitate transition to a new Contractor or to facilitate contract closeout processes. 2.3 LIQUIDATED DAMAGES PROVISIONS In the liquidated damages categories set forth in section 2.3.6, the Lottery and the Contractor agree that it would be extremely impractical and difficult to determine actual damages which the Lottery will sustain in the event of a breach of the Contract. Any breach by the Contractor will delay and disrupt the Lottery s operations and will lead to damages; therefore, the parties agree that the liquidated damages specified in the sections below are reasonable. Project Number: /14 Page 14

18 Assessment of liquidated damages shall be in addition to, and not in lieu of, such other remedies as may be available to the Lottery. Except and to the extent expressly provided herein, the Lottery shall be entitled to recover liquidated damages under each section applicable to any given incident Notification of Liquidated Damages Upon determination that liquidated damages are to be assessed, the Lottery shall notify the Contractor of the assessment in writing Severability of Individual Liquidated Damages If any portion of the liquidated damages provisions is determined to be unenforceable in one or more applications, that portion remains in effect in all applications not determined to be unenforceable and is severable for the unenforceable applications Waivers of Liquidated Damages The waiver of any liquidated damages due the Lottery shall constitute a waiver only as to such specific occurrence and is not a waiver of any future liquidated damages. Failure to assess liquidated damages within any period of time shall not constitute a waiver of such claim by the Lottery Payment of Liquidated Damages Each of the categories of liquidated damages set forth below shall be a separate liability of the Contractor, and one shall not mitigate another. Once the Lottery has determined that liquidated damages are to be assessed, the Secretary shall notify the Contractor of the assessment(s). Unless otherwise directed by the Secretary, all assessed liquidated damages will be deducted from any moneys owed to the Contractor by the Lottery. In the event the amount due the Contractor is not sufficient to satisfy the amount of liquidated damages, the Contractor shall pay the balance to the Lottery within thirty (30) calendar days of written notification by the Lottery. In the event the Contractor fails to pay within the thirty (30) day period, the Lottery may make a claim for payment against the Performance Bond, with or without notice to the Contractor. To the extent that the Secretary determines that any damage was caused in part by the Lottery, or due to other circumstances beyond the Project Number: /14 Page 15

19 Contractor s control, the Secretary may reduce the damage assessment against the Contractor Delays and Liquidated Damages The Contractor shall not be required to pay liquidated damages for delays or difficulties due solely to matters that fall under Force Majeure, nor for time delays specifically due to, or approved in writing by, the Lottery. During a period of non-performance due to Force Majeure, payments from the Lottery to the Contractor may be suspended Category of Liquidated Damages Failure to Comply 1. Condition The Contractor is required to comply with all commitments of the ITN, the Reply, and the Contract, and all clarifications and amendments to these documents. If the Contractor should fail to timely provide products, services, or documents as obligated thereby, the Lottery may invoke liquidated damages where not otherwise specifically addressed in this Section Damage In the event that the Contractor fails to timely provide an obligated product, service, or document within the time frame agreed upon in writing upon placement of the order or authorization, the Lottery may impose liquidated damages up to five hundred dollars ($500) per day or per incident (at the Lottery s discretion) until the condition is rectified. Timely Delivery 1. Condition The Contractor is required to timely deliver materials to television or radio broadcasters, outdoor companies, newspapers, magazines, other media suppliers or other Lottery contractors at the agreed upon deadline. 2. Damage In the event the Contractor fails to timely deliver materials, the Lottery may impose liquidated damages up to two thousand dollars ($2,000) per day for each day of delay or per incident (at the Lottery s discretion) until the condition is rectified. Project Number: /14 Page 16

20 Unauthorized Copy 1. Condition The Contractor is required to ensure that distributed copy materials have received the Lottery s written approval. 2. Damage For delivery of materials not in conformity with Lottery-approved copy that results in the need for new or replacement materials to be delivered to retailer locations, the sum of $50 per retailer location. Spanish-Language Hosted Website 1. Condition The Contractor is required to ensure the hosted Spanish-language Website is available to the Florida Lottery and users of the Lottery s Website, twenty-four (24) hours per day, seven (7) days per week, with an uptime of at least 99.9%, subject only to scheduled maintenance, network outages or equipment failure. 2. Damage In the event that the Contractor fails to ensure an uptime of at least 99.9%, the Lottery may impose liquidated damages up to $500 dollars for every additional.1% the hosted Spanish-language Website is down within the required hours of operation. Timeliness of Translations 1. Condition The Contractor is required to translate materials appearing on the Website within the timeframe set forth in the Contract. 2. Damage In the event that the Contractor fails to timely translate materials, the Lottery may impose liquidated damages up to one hundred dollars ($100) per day for each delay or per incident (at the Lottery s discretion) until the condition is rectified. Project Number: /14 Page 17

21 2.4 VENDOR DIVERSITY INITIATIVES The State of Florida is committed to supporting its diverse population by providing increased opportunity and diversity in State contracting processes. By submitting a Reply to this ITN, each Vendor is committing to implement business operations that encourage vendor diversity in subcontracts. At a minimum, the Contractor will give consideration to minority, veteran, and women-owned business enterprises in all subcontracting opportunities as well as routine acquisitions supporting day-to-day operations in fulfilling the contractual obligations specified in this ITN. The Contractor will also provide quarterly reports of expenditures and projected expenditures with minority, veteran and women-owned businesses as well as status reports. 2.5 COVENANT AGAINST CONTINGENT FEES The Vendor warrants that no person or selling agency has been employed or retained to solicit or secure an agreement pursuant to this ITN upon an agreement or understanding for a commission, percentage, brokerage or contingent fee. For breach or violation of this warranty, the Lottery shall have the right to terminate any Contract in accordance with the termination clause, and in its sole discretion, to deduct from any Contract any cost or consideration or otherwise recover the full amount of any such commission, percentage, brokerage or contingent fee. 2.6 INSURANCE For the term of the Contract including any renewals, Contractor shall maintain the following insurance coverages. By requiring such coverage, the Florida Lottery shall not be deemed to have waived any immunity from liability that it may otherwise have. Insurance policies must be executed by a company authorized to do business in the State of Florida. The Contractor will provide a copy of the certificate of coverage to the Florida Lottery Liability Insurance An advertising agency liability insurance policy in an amount of not less than $1,000,000. Project Number: /14 Page 18

22 2.6.2 General Liability Comprehensive general liability insurance having a limit of $1,000,000 per occurrence for bodily injury and $1,000,000 combined single limit per occurrence for bodily injury and property damage combined Workers Compensation Workers compensation insurance with coverage and limits as required by applicable state law Additional Insurance Provisions The Contractor shall name the Florida Lottery as an additional insured on each of the foregoing policies (excluding workers compensation insurance). The Contractor shall further cause such carrier(s) to issue a certification to the Florida Lottery that will provide that the policies may not be terminated, cancelled, or materially modified without giving 30 days prior written notice to the Florida Lottery. 2.7 PERFORMANCE BOND The successful Vendor shall be required to post an appropriate performance bond or other security acceptable to the Lottery prior to the execution of the Contract. The amount required is $500,000. The performance bond or other security shall be conditioned on the full, faithful, and timely performance by the Contractor of all contractual duties and responsibilities. The performance bond must be maintained throughout the Contract term and any renewals or extensions. It may be renewed annually or on another schedule; however, in such case the Contractor must provide proof of renewal to the Lottery no later than thirty (30) days prior to lapse of coverage. Other acceptable forms of security are: irrevocable letter of credit; certificate of deposit assigned to the Lottery (which must be obtained from a financial institution having its principal place of business in the State of Florida); U.S. Savings Bonds, notes and bills; general obligation bonds and notes of any political subdivision of the State of Florida. The aggregate fair market value of securities pursuant to this clause must exceed the amount stated above throughout the initial and/or renewal bond periods. Failure to post an additional bond or security within seven (7) days after notice of deficiency shall be grounds for immediate termination for cause. Project Number: /14 Page 19

23 PART 3 SCOPE OF WORK 3.1 Introduction Replies will be evaluated for the purpose of selecting the best-qualified Vendor to provide the required services specified herein. Background information about the Florida Lottery is provided on Attachment B. The Spanish Language Market Advertising Contractor must be capable of providing a broad range of advertising services. These will include, but are not limited to: account management; strategic planning and research; creative development and execution; public relations services; advertising production and placement; promotions; community outreach and partnerships; and point-of-sale materials. Optional services may include media planning and execution as well as any other services available through the Contractor. If the Contractor does not have an office in the state of Florida, an office within the state of Florida must be established within ninety (90) days of execution of the Contract. The Spanish Language Market Advertising Contractor must have a representative dedicated full-time to the Florida Lottery account, who will be required to travel to Tallahassee at least once per quarter. The Vendor should not incorporate any cost information into the responses for Part 3 Specifications. 3.2 Objective The objective of this solicitation is to obtain a Contractor to provide effective Spanish language advertising to Florida Spanish language markets consistent with the dignity and integrity of the State for the promotion of Lottery games and initiatives, in order to raise funds for public education. The Spanish Language Market advertising program will support the following objectives of the Lottery: 1. Increase sales and awareness of the Lottery brand and products among current players (as measured by an independent research agency); Project Number: /14 Page 20

24 2. Attract new and lapsed players with a clear, targeted, efficient presentation of current and new games as part of the overall fun and excitement of playing Lottery games; 3. Maximize contributions to the EETF; and 4. Inform the public about the significance of Lottery funding to the state s overall system of public education. The anticipated annual budget for this contract is approximately $5 million, including all costs for services and the contracted fee. This estimated figure is given only as a guideline for preparing your Reply and should not be construed as representing actual figures under the contract. 3.3 Desired Qualifications It is desired that the successful vendor and/or its key officers and department heads will have an established history of providing Spanish Language Market advertising services in the state of Florida and have annual billings of a minimum of $1.5 million within at least one of the three (3) immediately preceding years, or verifiable anticipated billings in the current year. This will be taken into consideration in scoring Agency Qualifications under Section Scope of Services The Contractor shall be an advisor and provider to the Lottery for the following advertising and related services: 1. Strategic planning to assist the Lottery in achieving its marketing and sales objectives, and assist in structuring the ongoing Spanish language marketing and sales campaigns; 2. Creation, production, and coordination with the Lottery s General Market Advertising Contractor for the placement, and distribution through a variety of advertising vehicles of multiple Spanish language advertising campaigns with frequently overlapping schedules; 3. Provide public relations services in the Spanish community; 4. Provide translation from English to Spanish, and vice versa, as needed; 5. Coordination and support of community outreach, partnerships, sponsorships and promotions as directed by the Lottery; 6. Ability to expand the marketing and promotion of lottery advertising to new media outlets for Spanish language specific products and campaigns; 7. Spanish language Retailer recruitment; 8. Performance of other activities as directed by the Lottery; and 9. If applicable, strategic media planning and execution, subject to quarterly post-analysis to evaluate buying efficiency and cost savings; Project Number: /14 Page 21

25 3.5 Spanish language website The Contractor will provide translation of the Florida Lottery s website text into the Spanish language and host a Spanish-language version of the Florida Lottery s website during the term of the contract. The Contractor shall ensure that the website translations are consistent in dialect with the Spanish language advertising efforts. Refer to Attachment C for the service level requirements for the website translation and hosting services. 3.6 Agency Business Recovery Plan The Lottery s operations are at risk from weather and other natural or manmade hazards. To minimize the loss that could be associated with such occurrences, the Lottery and its contractors must have viable business recovery plans. The Contractor shall submit a detailed business recovery plan to the Lottery for approval no later than sixty (60) days after execution of a contract. At a minimum, the business recovery plan must include the following sections: 1. Business Impact Analysis 2. Risk, Threat, and Vulnerability Analysis 3. Recovery Strategy 4. Emergency Response 5. Plan Activation 6. Recovery Operations 7. Plan Validation, Testing and Maintenance The business recovery plan is a required deliverable for purposes of the applicable monthly invoice for agency fees. The services covered by the invoice will not be considered to have been satisfactorily performed and will not be approved by the Lottery until the plan has been submitted and approved. Failure to timely submit an acceptable plan could result in a delay in payment of the invoiced amount. Any costs associated with the development of a Business Recovery Plan are not billable as a reimbursement expense or charge of agency fees. Project Number: /14 Page 22

26 PART 4 CONTRACT QUALIFICATION REQUIREMENTS 4.1 INTRODUCTION In order for the Lottery to enter into a Contract with a Vendor, the Vendor and its Substantial Subcontractors, if any, must receive a favorable determination of financial responsibility and pass the Lottery s background investigation. Following the evaluation and negotiation process, the Lottery may enter into a Contract with the highest ranked Vendor (the Apparent Successful Vendor ) based on a preliminary determination of financial responsibility (using credit report information and/or Vendor s Dun & Bradstreet D-U-N-S number) and receipt of a notarized Certification as to Criminal Convictions, both as detailed below. The Contract will be conditioned upon successful completion of the final determination of financial responsibility and the background investigation ( Conditional Contract ). If a Conditional Contract is entered into, an unfavorable final determination of financial responsibility or failure of the Vendor or its Substantial Subcontractors, if any, to pass the background investigation will result in cancellation of the Conditional Contract and the Lottery will move to the next highest ranked Vendor to contract with. 4.2 FINANCIAL REVIEW The Apparent Successful Vendor and its Substantial Subcontractors must provide certified financial statements in conformity with generally accepted accounting principles and/or Federal Income Tax returns that cover the most recent two (2) fiscal years available. If certified financial statements or tax returns are not yet completed for the most recently completed fiscal year, the Apparent Successful Vendor or Substantial Subcontractors, in final consideration must subsequently submit them to the Lottery immediately upon their issuance, if no agency decision has been posted. If, due to a merger, combination, buy-out, or other restructuring ( organizational change ), the Apparent Successful Vendor does not have the requisite certified financial statements or Federal Income Tax returns, each legal entity participating in the organizational change shall submit certified financial statements or Federal Income Tax returns as required above as it existed prior to the organizational change. Upon request, the Vendor shall provide such additional financial information as specified by the Lottery in connection with this ITN or if awarded, during the term of the Contract and any renewals thereof. Project Number: /14 Page 23

27 If, in response to this section, the Apparent Successful Vendor submits a consolidated financial statement or Federal Income Tax return of its parent company, the parent company must serve as financial guarantor of the Vendor, execute the Contract as guarantor and shall be held accountable for all terms and conditions of the Contract. The Lottery shall hold all firms jointly and severally responsible for carrying out all activities required by the Contract. If the laws applicable to the Apparent Successful Vendor or Substantial Subcontractor are of a country other than the United States and render the Vendor or Substantial Subcontractor unable to provide certified financial statements, documents that provide the same level of assurance as certified financial statements must be submitted in lieu thereof. 4.3 VENDOR INFORMATION & DISCLOSURE / BACKGROUND INVESTIGATIONS Vendors and their Substantial Subcontractors shall submit a notarized Certification as to Criminal Convictions Form (Attachment D) by their chief executive officer or chief legal officer regarding any felonies or the absence thereof. The representative of the Vendor who signs the Reply should execute and submit the Disclosure Affidavit (Attachment E) as required by sections (4) and , Florida Statutes. A completed Disclosure Affidavit must also be submitted for any Substantial Subcontractor. If the Vendor or Substantial Subcontractor is a sole proprietorship or general partnership, the individual owner or each individual partner should also complete the Vendor Personal Profile Form (Attachment F). These forms will be used in the background investigations of Vendors and their Substantial Subcontractors, if any, and should be properly completed, executed and submitted with Vendor s Reply. Project Number: /14 Page 24

28 Forms to be completed and executed by the Apparent Successful Vendor The Lottery shall conduct full and complete background investigations of the Apparent Successful Vendor and its Substantial Subcontractors, if any. Prior to execution of a Contract, a background investigation shall be conducted on each owner, general partner, member, officer, director, and shareholder. For publicly traded corporations, background investigations will be conducted only on shareholders of 5% or more. After reviewing the Disclosure Affidavits, the Division of Security will notify the Apparent Successful Vendor of the individuals who must complete a Vendor Personal Profile Form and fingerprint card (Attachment G) and will provide a date for completion and submission of all forms. Failure of the Apparent Successful Vendor to supply all of the requested Vendor Personal Profile Forms for itself and its Substantial Subcontractors by the date established by the Lottery may cause the Lottery to reject the Vendor s Reply as non-responsive. All of the forms that will be used in the full background investigations must have original signatures and be notarized. If the Apparent Successful Vendor or a Substantial Subcontractor is a subsidiary of a parent entity, the Lottery may request the above disclosures from the parent entity as necessary. If any organizational changes or changes of key personnel occur during the term of the Contract, the Contractor and Substantial Subcontractors, if any, will be required to submit Vendor Personal Profile Forms for a background investigation of new owners, officers, directors, shareholders, general partners or members joining the firm or the parent company, if any. If the Contractor or a Substantial Subcontractor is a subsidiary of a parent entity and the parent entity changes or undergoes organizational changes during the term of the Contract, or any renewals thereof, the Lottery may request Vendor Personal Profile Forms, fingerprint cards and a Disclosure Affidavit, as appropriate to the changes, for the purpose of conducting background investigations. Project Number: /14 Page 25

29 Additional Background Investigations The Lottery may initiate background investigations as set forth above of any officers, principals, investors, owners, subcontractors, and employees or any other associates of the Contractor it deems appropriate. Key personnel who will be performing services under the Contract and as designated by the Lottery will be required to undergo a background investigation by the Division of Security within thirty (30) days of execution of a Contract. Each designated individual will be fingerprinted and will be required to complete a background investigation form to be provided to the Lottery. The Vendor must designate a contact person to assist in the coordination of paper work required for these background investigations. The Contractor consents to cooperate with such investigations and to instruct its employees to cooperate. The Lottery may terminate the Contract based upon any adverse results of background checks if the Lottery determines that its integrity, security, or goodwill may be in jeopardy. The ability to conduct background investigations is a continuing right of the Lottery throughout the term of the Contract. 4.4 CONFLICT OF INTEREST AND DISCLOSURE Vendors, joint venturers, partners, and Substantial Subcontractors must complete and submit the information requested on the Conflict of Interest and Disclosure Form (Attachment H). All Vendors, primary and joint, and substantial subcontractors, should include this documentation with their Reply. Responses from Vendors who have active client relationships that would pose a conflict of interest with the Lottery will not be eligible for consideration. Situations that the Florida Lottery considers to be conflicts of interest include, but are not limited to, active client relationships with the following: the public lottery of a state directly adjoining Florida; a cruise ship business using Florida ports and operating cruises to nowhere or other cruises in which gambling is the primary activity marketed to customers; a Native American or other gaming establishment operating, or planning operations, in Florida; or a gaming establishment in Mississippi or Louisiana. Any profit or non-profit organization that sells any non-florida Lottery gaming products or services in the state of Florida. Project Number: /14 Page 26

30 In addition to the above disclosure requirement, each Vendor must provide a list of current accounts, if any, that the Vendor may perceive to be in competition with the Lottery or which may pose a conflict of interest to the Lottery. This would include, but not be limited to, accounts that engage in any form of gaming or involve the issue of gaming. If none, then a negative response must be provided. A response to this section should be submitted with your Reply. 4.5 RESPECT OF FLORIDA CONTRACTUAL RELATIONSHIP The Florida Lottery is committed to maximizing employment opportunities for individuals throughout this state who qualify as handicapped under Sections and , Florida Statutes. By submitting a response to this ITN, each Vendor is committing to adhere to the aforementioned statute sections. To further the Lottery s commitment in this regard and to ensure RESPECT is afforded the opportunity to provide commodities and/or services necessary for a Vendor to perform its contractual obligations, a Certification of Consultation (Attachment I) must be executed by RESPECT and any Vendor submitting a Reply, and should be submitted with the Vendor s Reply. RESPECT has been provided a copy of this solicitation and is prepared to consult with Vendors on the date of solicitation release. Due to the time sensitivity of a sealed Reply process, Vendors are encouraged to contact the RESPECT representative identified below in sufficient time to facilitate a timely submittal to the Lottery. RESPECT of Florida may be contacted at: RESPECT 2475 Apalachee Pkwy Tallahassee, Florida Phone/main: (850) extension 122 Phone/direct: (850) Phone/cell: (850) Fax: (850) Contact: Jesse Covell jcovell@respectofflorida.org END OF SECTION Project Number: /14 Page 27

31 PART 5 INSTRUCTIONS FOR PREPARING AND SUBMITTING REPLIES 5.1 REPLY LABELING Each Vendor's Reply and contract qualification submission must be in a sealed container(s) and must be identified as the Vendor's Reply. The exterior of each container shall contain the following information: Project Number: /14 for & Related Commodities and Services Due 3:00 P.M., ET January 2, 2014 Vendor's Name REPLY & CONTRACT QUALIFICATION DOCUMENTS Each Vendor s Cost reply must be in a separate sealed envelope and must be identified as the Vendor s Cost Reply. The face of each envelope shall contain the following information: Project Number: /14 for & Related Commodities and Services Due 3:00 P.M., ET January 2, 2014 Vendor's Name COST REPLY All Replies shall be sent or delivered to the Florida Lottery, Procurement Management, 250 Marriott Drive, Tallahassee, FL Upon receipt, the Lottery will stamp each container with the date and time of receipt. 5.2 COPIES OF REPLIES Vendors shall deliver the original and six (6) printed copies of their Replies no later than the date and time set forth in the schedule of events. In addition, the original and each copy of the Technical Reply should contain an electronic version of the Technical Reply on a CD in a.pdf file format. An original Reply must contain originals of all documents required to be submitted by Vendors, joint Vendors, and/or Substantial Subcontractors, if any. Project Number: /14 Page 28

32 Should a Vendor claim confidentiality in its Reply pursuant to Section 1.15 titled Confidential Reply Materials, then a redacted electronic version on CD ROM should be submitted with its Reply, and labeled as a redacted version. This redacted version will be used to fulfill public records requests. 5.3 EXECUTION OF REPLY Each original Reply, including the contract qualification documents, must contain the original signature of an authorized representative who can legally bind the Vendor in a contractual obligation. Each Reply should be typed or electronically produced. Each Reply should be submitted with Vendor's name and page number on each page. Each Reply should contain a transmittal letter that identifies the submission as "Reply for Lottery Consultant Services. The transmittal letter should identify the Vendor, its address, telephone number, fax number, address, and the name and title of the authorized representative submitting the Reply. The letter should identify any and all joint proposing firms and/or Substantial Subcontractors. The transmittal letter should identify the names and telephone numbers of the persons to be contacted regarding the Vendor s security information. Two (2) or more firms may submit a joint Reply in response to this ITN. If a joint Reply is submitted, the Reply shall fully define the responsibilities that each firm is proposing to undertake. One firm shall be designated as the primary firm. All firms and their authorized representatives shall be identified in the transmittal letter, and all authorized representatives shall sign the transmittal letter. The Reply shall designate a single authorized official from one of the joint firms to serve as the sole point of contact between the Lottery and the joint responding firms. Any Contract resulting from the joint Reply shall be signed by principals or officers of each firm. The Lottery shall hold all firms jointly and severally responsible for carrying out all activities required by the Contract. A Vendor may submit only one (1) Reply or be included in one (1) joint Reply as a joint Responder. In the event multiple Replies are submitted, the Lottery will consider only the Reply received first. 5.4 REPLY FORMAT The objective of the Reply is to demonstrate the Vendor s qualifications and ability to provide the services required. Emphasis in each Reply should be on completeness and clarity of content, thereby enabling the Lottery to make a fair evaluation of the Vendor and its Reply. Project Number: /14 Page 29

33 Failure of a Vendor to provide the appropriate detailed information or materials in response to each stated requirement or request for information may result in lower scores for the Vendor; however, redundant or extraneous information is discouraged. In order to expedite the evaluation of the Reply, Vendors should adhere to the following format and instructions: a) Replies should be submitted in 8.5 by 11 page format. b) Replies should be in a 3-ring binder (or organized as such if submitted in a digital format) and each should be identified, as applicable, original or copy (copies and their corresponding CD s should be numbered sequentially). c) Reply binders should be clearly labeled on the front cover and spine. d) All pages should be consecutively numbered. e) All major sections should have a divider page with a tab. The name of the section should be printed on the tab. f) The Reply format should be formatted as follows where Tabs 2-7 represent specific item-by-item responses to subsections through below: Table of Contents Tab 1 Transmittal Letter Tab 2 Agency Qualifications and Experience Tab 3 Advertising Approach Tab 4 Agency Personnel Qualifications Tab 5 Examples of Executed Advertising Tab 6 Website Translation Tab 7 Attachments Vendors should not disclose cost information in the body of the Reply. Including cost information in the Reply may cause the Reply to be disqualified. Each Reply should contain the following information: Weight Agency Qualifications and Experience Factor Maximum weight factor for this Section: A historical overview of the agency in providing the same or similar type of services sought through this ITN. 4 The response to this section should include a complete history of the company s structure for the past 5 years. Historical information should include all information concerning mergers, sell-offs, buy-outs, etc., and the business reasons for these decisions. Project Number: /14 Page 30

34 The names of current key officers and department heads who were employed in a previous firm structure and who remained in employment following restructuring should also be identified. Also include a list of existing office locations, services available at each office and length of time each location has been established. 2. Résumés for each key officer and department head currently on staff and length of time with firm under its current name. 3. Diversity and dollar value of billings itemized by individual media for the agency s most recently completed fiscal year (Television, Radio, Out of Home, Print, or other media). 4. Additional added-value services offered by the agency, if any, for consideration by the Lottery as added value. Capability to provide advertising services in other languages and/or dialects, e.g., Creole should be described in this section. 5. Description of agency s experience with corporate image advertising. 6. Description of agency s experience with providing public relations services. 7. Description of agency s experience in packaged goods, consumer products or retail advertising. 8. Description of agency s experience in entertainment advertising. 9. Description of agency s experience in cooperative promotions. 10. Description of agency s experience in community outreach and partnerships. 11. Description of agency s experience in developing advertising campaigns for other state of Florida agencies, Florida-based companies or Florida markets. 12. Description of agency s experience in providing media buying/placement services Project Number: /14 Page 31

35 13. Complete annual billings chart listing all clients in descending order of billings for previous 5 fiscal years. Where possible, the Lottery desires that client names be indicated. If a Vendor has a client with whom there is a nondisclosure agreement, then the product/service category should be indicated. If exact individual client billings cannot be provided, then the billings must be listed within the following ranges: 5 Less than $1 million, $1 million and less than $2 million, $2 million and less than $3 million, $3 million and less than $4 million, $4 million and less than $5 million, Over $5 million Fiscal year five (5) is the current fiscal year. The format for responding to question #10 is as follows: Annual Billings: Client Name Fiscal Year 1 Fiscal Year 2 Fiscal Year 3 Fiscal Year 4 Fiscal Year 5 Total Annual Account Billings Project Number: /14 Page 32

36 Weight Agency Personnel Qualifications Factor Maximum weight Factor for this Section: 40 Description of the agency s plans for staffing the Florida Lottery account in the following areas at an office within the state of Florida. 1. Account Management 6 2. Creative Management Media Management Advertising Production Management Research Management 4 The staffing plan should include position titles, duties and responsibilities. Résumés not exceeding 2 pages should be provided for incumbents proposed to work on the Florida Lottery s account in items 1-5 above. Personnel integral to the performance of tasks in response to this ITN should be identified. If recruitment of personnel to fill a position will be required, the response should describe the agency s criteria for selection including education, experience, knowledge, skills and abilities, etc. If the staffing plan includes the use of consultants, free-lance, part-time, or contract staff, a description of agency s proposed use should be provided. Personnel represented as integral to the performance of tasks in response to this ITN may be changed only with the Lottery s prior written permission as long as they remain employed by the Contractor. When reviewing proposed changes of personnel, the Lottery will consider the successor s experience and credentials. Weight Advertising Approach Factor Maximum weight factor for this Section: Description of the procedures the agency uses in selection and development of basic creative strategies. 2. Description of agency s use of marketing research in providing effective advertising. Identify specific cases in which marketing research was used in the development of advertising strategies and tactics Project Number: /14 Page 33

37 3. Description of the capabilities of agency s media department and practices used to ensure efficient and effective media placement, including social media. 4. Description of the capabilities of agency s production department and practices used to minimize production costs and maximize efficiency of production Weight Examples of Executed Advertising Factor Maximum weight factor for this Section: 70 Vendors should submit Spanish Language examples and provide written English translations. Examples should comply with the advertising guidelines listed in Attachment J. Examples of Spanish Language Market advertising previously created, produced and executed by the Vendor, with the participation of key members of the proposed Lottery creative team, should be provided in the following areas: One campaign completed within the last 3 years specific to: 18 consumer packaged goods; retail trade environment; or entertainment products or services Creative examples used in the campaign should be included. Points covered should include: budget; marketing objective; creative strategy; positioning; media strategy and execution; and post media analysis and sales results. Total narrative should be no more than 10 pages, excluding creative examples. Project Number: /14 Page 34

38 Individual examples of advertising created, produced and executed in the last 3 years by the Vendor should be provided in the following areas: I. up to five (5) different television ads on a digital video disc (DVD) II. up to three (3) different radio ads - on the same disc as above, following the TV ads III. up to two (2) different outdoor advertisements - color site photographs IV. up to two (2) different social media campaigns V. up to two (2) different retail - point of sale materials VI. up to two (2) different newspaper or magazine ads If your firm has not previously created, produced and executed the types (or quantities) of advertising for which examples are to be provided, please provide as many examples as are available. Examples submitted should have been created, produced and executed within the last three (3) years. Each example should identify the personnel who participated in the advertising campaign, the role played by the individual and the timeframe in which the campaign was created, produced and executed. It is desired that the examples were created, produced and executed with the participation of key members of the proposed Lottery creative team. Examples should bear non-removable labels identifying the Vendor and applicable proposed staff, and the specific section(s) of the ITN to which they correspond. Vendors shall not use lottery-related advertising as examples, and shall not submit any work produced and executed for the Florida Lottery. Weight Website Translation Factor Maximum weight factor for this Section: 25 A Vendor s reply should describe how it will meet or exceed the service level requirements set forth in Attachment C and its plan for transitioning from the current provider (as may be applicable) effective January 1, This plan shall include, but not be limited to, a transition timeline to begin from Contract execution and outline the steps the vendor will take to ensure the Lottery Spanish-language website maintains constant presence for Lottery visitors. Project Number: /14 Page 35

39 5.5 Compensation and Cost Reply The Florida Lottery will compensate the Contractor by payment of a fixed fee calculated as a percentage of the total annual budget. The annual fee for each fiscal year will be established at the beginning of the fiscal year by applying the contracted percentage figure to the approved budget for the fiscal year. The fee will be divided into twelve (12) equal installment payments. This fee will serve as the Contractor s sole source of compensation. The Contractor will collect no commission on media purchases and all such buys will be billed on a net basis. This fee shall include all expenses to be incurred by the Contractor in performing all services required by the ITN, except that travel expenses for travel in excess of that required in Section 3 shall be reimbursed in accordance with Section , Fla. Stat. Vendors are to use the Cost Reply form (refer to Attachment K) in submitting their Cost Reply. See Attachment L for the Lottery s basic fiscal policies. 5.6 TIMELY SUBMISSION It is the Vendor's responsibility to ensure that its Reply is delivered by the due date and time to the Lottery s Procurement Management Office. Replies that for any reason are not timely received will not be considered. Unsealed and/or unsigned Replies and Replies by telegram, telephone, or facsimile transmission are not acceptable, and will be declared non-responsive. A Reply may not be altered after it is submitted. END OF SECTION Project Number: /14 Page 36

40 6.1 INTRODUCTION This part describes the evaluation process that will be used to determine which Reply provides the greatest overall benefits to the Lottery. The ability of the Lottery to evaluate a Vendor s Reply is dependent upon the completeness of the Reply. The failure of a Vendor to provide information requested by this ITN may result in rejection of the Vendor s Reply or reduction in scoring during the evaluation. 6.2 CONTRACT QUALIFICATION REVIEW The Lottery will review Replies to determine responsiveness and responsibility. The responsiveness review will assess compliance with the Reply submission requirements, including responsiveness to terms, conditions and requirements. The responsibility review will assess the conflict of interest information and other documents submitted in response to this ITN or documents/lists referenced in this ITN to determine the Vendor s capability to perform the Contract requirements, and its demonstration of sufficient responsibility, security, integrity, and reliability to assure good faith performance. Responsive Replies submitted by responsible Vendors will be provided to an Evaluation Committee for evaluation using the process described herein. The Lottery reserves the right to obtain, from sources other than the Vendor, information concerning a Vendor, the Vendor's offerings and capabilities, and the Vendor's performance, that the Lottery deems pertinent to this ITN and to consider such information in evaluating the Vendor's Reply. This may include, but is not limited to, the Evaluation Committee engaging consultants and additional experts from outside the Evaluation Committee to better inform its findings, as well as references from other clients of the proposing Vendor. 6.3 EVALUATION COMMITTEE PART 6 - REPLY EVALUATION PROCESS AND NOTICE OF INTENDED AGENCY DECISION The Lottery intends to conduct a comprehensive, fair and impartial evaluation of Replies received in response to this ITN. The evaluation will be conducted by a Committee(s) of at least three (3) persons who collectively have experience and knowledge in the program areas and service requirements called for by the ITN. The names of Committee members will not be announced prior to the start of evaluations. Project Number: /14 Page 37

41 6.4 REPLY EVALUATION PROCESS This section describes the review and evaluation process of Reply submissions. The Lottery will evaluate Replies in two (2) phases after a contract qualification review is completed. The two (2) phases are: Phase I: Reply Evaluation 1,325 points maximum Phase II: Work Assignment & Presentation / Interview 500 points maximum MAXIMUM AVAILABLE POINTS 1,825 A weighted scoring system will be used in the evaluation of Technical Replies as described below. The Evaluators will use the Evaluator Multiplier Score Forms, Attachment M (Phase I) and Attachment N (Phase II) for this process Multiplier Score For each criterion in section 5.4, each Evaluator, scoring independently, will award a numerical score of a whole number from 1 through 5 that represents the Evaluator s assessment of the relative merits of the Replies as described below: Multiplier Score Description 5 The Vendor s Reply was outstanding for this criterion, and the Evaluator could not determine any significant limitations or concerns. 4 The Vendor s Reply was good for this criterion, and the Evaluator could determine only minor limitations or concerns. 3 The Vendor s Reply was fair for this criterion, and the Evaluator could determine limitations or concerns. 2 The Vendor s Reply was poor for this criterion, and the Evaluator could determine serious flaws and concerns. 1 The Vendor s Reply was found by the Evaluator to be so severely flawed for this criterion as to render an essential element of the criterion unworkable. The multiplier scores of all Evaluators for each criterion will be added together and then divided by the number of Evaluators to arrive at an average multiplier score (rounded to the nearest one-tenth decimal point) for each criterion for each Vendor. Project Number: /14 Page 38

42 6.4.2 Technical Reply Evaluation (Phase I = 1,325 Maximum Points) The weight factors for the criteria are: Section Summary Reference Description Weight Factor Agency Qualifications and Experience Agency Personnel Qualifications Advertising Approach Example of Executed Advertising Website Translation and Hosting Services 25 The weight factor for each criterion will be multiplied by the average multiplier score determined pursuant to subsection to arrive at the Vendor s total score for that criterion. The criterion scores will be added together to determine a Vendor s total Technical Reply score. The maximum number of points available for this section is 1, Work Assignment & Presentation /Interview (Phase II = 500 Maximum Points) In Phase II, the top three (3) ranked Vendors (Finalists) will be required to complete a work assignment and make an oral presentation to the Evaluation Committee in an open public meeting in Tallahassee. The work assignment and evaluation criteria can be found in Attachment N. Only those individuals identified by the Vendor in its staffing plan for fulfilling the contractual responsibilities in connection with this ITN, e.g. Account Manager, Creative Director, Media Director etc. may participate in the presentation process. Participation by other proposed staff shall be permitted if at least fifty percent (50%) of the staff member s work will be performed on the Lottery account. Vendors are cautioned that every criterion is important and that a poor response to a lesser-weighted criterion still can have a significant impact on the Vendor's continued consideration in the process as well as its final score as compared with other Vendors scores. The Vendors will be ranked in descending numerical order based upon their technical Reply scores Cost Reply The Florida Lottery will not calculate points for Cost Replies. The Florida Lottery reserves the right to negotiate cost or to accept a Cost Reply as submitted for contracting purposes. Project Number: /14 Page 39

43 6.5 REPLY RANKING The Lottery will combine the points for the Reply and Work Assignment presentation to determine the total score for each eligible Reply, the highest of which will be the apparent overall preferred Reply. In the case of an exact tie in the scoring, the tie will be resolved in accordance with section , Florida Statutes and rule 60A-1.011, Florida Administrative Code, which may include certification that a drug-free workplace has been implemented. Vendors may execute and return Attachment O, Certification of a Drug Free Workplace, to be considered in the event of an exact tie score. 6.6 CONTRACT NEGOTIATIONS Subject to the process for resolving tie scores, contract negotiations shall begin with the highest ranked Vendor and if deemed necessary, may continue in descending rank order. The contract terms to be negotiated may include, but not be limited to, details of the services and/or commodities to be provided by the Contractor and the Contractor s compensation. The Lottery reserves the right, but is not obligated, to negotiate with all Finalists. Should the Lottery be unable to negotiate a satisfactory Contract with any of the ranked Finalists, negotiations may be reinstated following the original order of ranking. Negotiations shall continue until an agreement is reached or all responses are rejected. Successful negotiations do not guarantee award of a Contract. 6.7 NOTICE OF INTENDED AGENCY DECISION At the conclusion of Reply evaluations, scoring, and negotiations, the Lottery will announce its intended decision. Notice will be posted on the state s Vendor Bid System and on the Lottery s website, The Lottery reserves the right to cancel the ITN and to reject, in its sole discretion, any and all Replies at any time during the competitive solicitation process. END OF SECTION Project Number: /14 Page 40

44 Attachment A MANDATORY REQUIREMENTS OF CONTRACT Advertising - The Contractor shall not use its relationship with the Lottery as a part of any commercial advertising without prior written consent of the Lottery. Amendments to the Contract - Any contract provision resulting from this Direct Order may not be modified, amended, altered, changed, renewed, varied, waived or augmented, except as authorized through the issuance of a changer order to the Direct Order. Assignment of the Contract - The Contract is not assignable except with the prior written approval of the Lottery. Monies payable under the Contract are not assignable except with the prior written approval of the Lottery and the Comptroller of the State of Florida. In the event of such approval, the terms and conditions hereof shall apply to and bind the party or parties to whom the Contract is assigned as fully and completely as the Contractor is thereunder bound and obligated. No assignment, if any, shall operate to release the Contractor from its liability for the prompt and effective performance of its obligations under the Contract. Audit - The Lottery reserves the right to audit all Contractor s and subcontractors' procedures and records using its employees, its designees or other State agencies to the extent permitted by law. Contractors shall maintain on file for a period of three years after the expiration or termination of the contract, all supporting documentation for charges and/or reports to the Lottery. These files shall be available for audit by the Lottery during this time period at the Lottery's discretion. Contractor is required to maintain its books, records and other evidence pertaining to the Contract in accordance with generally accepted accounting principles and such other procedures specified by the State of Florida. Availability of Funds If this contract is paid for out of appropriated funds, the state of Florida s and the Lottery s performance and obligation to pay under this Contract are contingent upon an annual appropriation by the Florida Legislature. Benefit - Any Contract is for the benefit of the Lottery and the Contractor and not for the benefit of any third party or person. Change in Financial Conditions - If the Contractor experiences a material adverse change in financial condition or experiences other financial irregularities during the term of the Contract with the Lottery, the Contract Manager must be notified in writing at the time the change occurs or is identified. Change of Schedules - The Lottery reserves the right, in its own best interest, to modify, reject, cancel or stop any and all plans, schedules or work in progress. Confidentiality - Any information relating to the products, customers, business, marketing plans and policies of the Lottery or its affiliates, supplied to the Contractor by or at the direction of the Lottery or acquired by the Contractor in the course of providing services to the Lottery, or developed by the Contractor in carrying out the Contractor s duties under the Contract, shall be deemed to be confidential and proprietary information of the Lottery and the exclusive property of the Lottery. Contract - The Contract shall incorporate the terms of all related solicitation documents, including but not limited to any addenda to the solicitation, and the Contractor's Proposal as an integral part of the Contract, except to the extent that the Contract explicitly provides to the contrary. In the event of a conflict in language among any of the documents referenced above, the provisions and requirements of the Contract shall govern. Page 1 of 8 Updated: 4/2013

45 Attachment A Contractor Responsibility - The Lottery will consider the Contractor to be the sole point of contact with regard to contractual matters. The Contractor will assume sole responsibility for providing the services and/or commodities required by the Contract, whether or not the Contractor is the direct supplier of said service, commodity, or any component thereof. Upon execution of the Contract, the Contractor will identify a sole point of contact for all matters pertaining to the Contract. Contractor's Responsibilities Upon Termination - After receipt of a Notice of Termination, and except as otherwise specified by the Lottery, Contractor shall: Stop work under this Contract on the date, and to the extent specified, in the notice; Place no further orders or subcontract for materials, services, or facilities except as may be necessary for completion of such portion of the work under this Contract that is not terminated; Assign to the Lottery effective on the date of Contract termination, in the manner, at the time, and to the extent specified by the Lottery, all of the right, title, and interest of Contractor under the orders and subcontracts so terminated, in which case the Lottery has the right, at its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts and to reduce any settlement amount determined by the amount paid for such orders or subcontracts; Settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of the Lottery to the extent the Lottery may require. The Lottery's approval or ratification shall be final for the purposes of this part; Upon the effective date of termination of this Contract and the payment by the Lottery of all items properly chargeable to the Lottery hereunder, Contractor shall transfer, assign, and make available to the Lottery all property and materials belonging to the Lottery, all right and claims to any and all reservations, contracts and arrangements regarding this Contract. No extra compensation is to be paid to Contractor for its services in connection with any such transfer or assignment. The Lottery concurrently with such transfer or assignment shall assume the obligations of the Contractor, if any, on all non-cancelable contracts with third parties for such items; Upon termination of the Contract by Lottery, Contractor shall be deemed to have released and relinquished to the Lottery any and all claims or rights it may otherwise have to common law or statutory copyright with respect to all or any part of unpublished material prepared or created by Contractor in the course of its performance hereunder; Complete performance of such part of the work as shall not have been terminated by the Lottery; and Take such action as may be necessary, or as the Lottery may specify, to protect and preserve any property related to this Contract which is in the possession of the Contractor and in which the Lottery has or may acquire an interest. All proprietary materials and associated information are considered to be the property of the Lottery and will be returned to the Lottery upon termination of the Contract. Controlling Law - The validity, interpretation and performance of the Contract shall be governed by and construed under the laws of the State of Florida. Any and all litigation arising under the Contract shall be instituted in the appropriate court in Leon County, Florida. Page 2 of 8 Updated: 4/2013

46 Attachment A Ethics Policy; Gifts Prohibited - Lottery employees are prohibited by the Lottery s ethics rule, 53ER12-18, Florida Administrative Code, from accepting anything of value from a lobbyist or principal of a lobbyist or from an entity doing business with the Lottery. A copy of the rule can be obtained from the Florida Lottery, Office of the General Counsel, 250 Marriott Drive, Tallahassee, Florida Contractor agrees that it will not offer or provide to any Lottery employee any gift or other item of value that would violate the Lottery s ethics rule and acknowledges that the Lottery may unilaterally cancel this Agreement if Contractor violates this provision. E-Verify Employment Eligibility Verification Program Pursuant to State of Florida Executive Orders Nos.: and , Contractor is required to utilize the U.S. Department of Homeland Security s E-Verify system to verify the employment of all new employees hired by Contractor during the contract term. Also, Contractor shall include in related subcontracts a requirement that subcontractors performing work or providing services pursuant to the state contract utilize the E-Verify system to verify employment of all new employees hired by the subcontractor during the contract term. Exclusivity and Non-assignability of Contract - The Contract is an exclusive and personal contract and may not be assigned in whole or in part without the prior written approval of the Lottery. Contractor agrees that performance of other contracts for any agency, entity or person shall not interfere with the faithful and timely performance by Contractor under the Contract. Force Majeure Except as otherwise provided herein, neither Contractor or the Lottery shall be liable to the other for any delay in or failure of performance of any covenant contained herein, or shall any such delay or failure of performance constitute default hereunder, to the extent that such delay or failure is caused by force majeure. As herein used "force majeure" is strictly limited to include fire, explosion, action of the elements, rationing, war, or civil disturbance. The existence of such causes of delay or failure shall extend the period for performance to such extent as may be necessary to enable complete performance in the exercise of reasonable diligence after the causes of delay or failure have been removed. Any such delay in or failure of performance shall not in and of itself give rise to any liability for damages; however, the Lottery may elect to terminate the Contract for cause should its continuing operations, in its sole judgment, be materially threatened or harmed by reason of extended delay or failure of performance. During a period of non-performance due to Force Majeure, payments from the Lottery to the Contractor will be suspended. Indemnification - Contractor agrees to defend, indemnify, and hold the Lottery harmless from and against any loss resulting from any claim made or brought against it arising out of: (1) Contractor s failure to obtain a required consent of any nature whatsoever; (2) Contractor s contracts with third parties; (3) the unauthorized use of name or likeness of any person, libel, slander, defamation, disparagement, piracy, plagiarism, unfair competition, idea misappropriation, infringement of copyright title, slogan or other property rights and any invasion of the right of privacy; (4) Breach of Contractor s obligations under the Contract; or (5) Contractor s negligence or willful misconduct; provided, however, that Contractor s duty of indemnification shall not apply to any materials or information supplied by Lottery to the Contractor. Page 3 of 8 Updated: 4/2013

47 Attachment A This paragraph, insofar as it applies to work undertaken while the Agreement is in effect, shall survive the termination of the Agreement. Independent Contractor - The Lottery and Contractor represent that they are acting in their individual capacities and not as agents, employees, partners, or associates of one another. Invoicing and Payment 1. Invoices for commodities and/or services delivered shall be submitted in detail sufficient for a proper preaudit and post audit thereof. Invoices shall be submitted to: Financial Transactions Florida Lottery 250 Marriott Drive Tallahassee, FL Payment shall be made in accordance with Section , Fla. Stat. Upon receipt of the commodities and/or services provided by Contractor to the Lottery, the Lottery shall have ten (10) working days to inspect and approve the commodities and/or services. The Lottery shall within twenty (20) days thereafter, deliver a request for payment to the Department of Financial Services. The twenty (20) days shall be measured from the latter of the date the invoice is received or the date the commodities and/or services are received, inspected and approved. Invoices which have to be returned to the Contractor because of Contractor's preparation errors or disputes will result in a delay in the payment. The invoice payment requirements shall not start until a properly completed invoice is provided to the Lottery. Undisputed amounts are subject to the invoice payment requirements. All invoices for commodities and/or services must be cross-referenced to the Contract in such a manner that the Lottery can identify the authority for the charge. If a warrant is not issued within forty (40) days, a separate interest penalty as specified in Section 55.03, Fla. Stat., will be due and payable, in addition to the invoice amount, to the Contractor. Interest penalties of less than one dollar ($1.00) will not be enforced unless the Contractor requests payment. A Vendor Ombudsman Program has been established within the Department of Financial Services. The duties of this program include acting as an advocate for vendors who may be experiencing problems in obtaining timely payments from a state agency. The Vendor Ombudsman Program may be contacted at (850) , or by calling the Department of Financial Services Consumer Hotline at The Florida Department of Financial Services offers a centralized Vendor Portal found at: which provides pertinent information pertaining to vendor payment status, direct deposits, and training opportunities. From this website vendors may also access the W-9 submission and information link. State of Florida agencies are not permitted to make payments to any vendor that does not have a verified Substitute Form W-9 on file with the Department of Financial Services. For additional assistance please contact (850) Modification of Contract - The Contract represents the entire agreement of the parties. Any alterations, variations, changes, modifications or waivers of provisions of the Contract shall only be valid when they have been reduced to writing and duly signed by each of the parties hereto. MyFloridaMarketPlace (If applicable) Page 4 of 8 Updated: 4/2013

48 Attachment A 1. Vendor Registration- Each vendor doing business with the State for the sale of commodities or contractual services as defined in Section , F.S., shall register in the MyFloridaMarketPlace system, unless exempted under subsection 60A-1.030(3), F.A.C. Information about the registration process is available, and registration may be completed, at the MyFloridaMarketPlace website (link under Business on the State portal at Interested persons lacking Internet access may request assistance from the MyFloridaMarketPlace Customer Service at (866) FLA-EPRO ( ) or from State Purchasing, 4050 Esplanade Drive, Suite 300, Tallahassee, Florida, Transaction Fee The State of Florida, through the Department of Management Services, has instituted MyFloridaMarketPlace, a statewide eprocurement system. Pursuant to Section (23), F,S., (2002), all payments shall be assessed a Transaction Fee of one percent (1.0%), which the vendor shall pay to the State. For payments within the State accounting system (FLAIR or its successor), the Transaction Fee shall, when possible, be automatically deducted from payments to the vendor. If automatic deduction is not possible, the vendor shall pay the Transaction Fee pursuant to subsection 60A-1.031(2), F.A.C. By submission of these reports and corresponding payments, vendor certifies their correctness. All such reports and payments shall be subject to audit by the State or its designee. The vendor shall receive a credit for any Transaction Fee paid by the vendor for the purchase of any item(s) if such item(s) are returned to the vendor through no fault, act, or omission of the vendor. Notwithstanding the foregoing, a Transaction Fee is non-refundable when an item is rejected or returned, or declined, due to the vendor s failure to perform or comply with specifications or requirements of the agreement. Failure to comply with these requirements shall constitute grounds for declaring the vendor in default and recovering reprocurement costs from the vendor in addition to all outstanding fees. VENDORS DELIQUENT IN PAYING TRANSACTION FEES MAY BE EXCLUDED FROM CONDUCTING FUTURE BUSINESS WITH THE STATE. News Releases - The Lottery is the only entity authorized to issue news releases relating to this contract and performance thereunder. Nondisclosure of Lottery's Plans - Contractor must use its best efforts to ensure that the details of the games planned by the Lottery are not disclosed to persons or organizations other than the personnel, agents, or subcontractors of the Contractor whose assistance in the production of the game is necessary, until the Lottery announces same. Ownership of Materials Ownership of all data, documentary material, copy, creative, video, audio and operating reports originated and prepared exclusively for the Lottery pursuant to any Contract shall belong to the Lottery, unless otherwise agreed to in writing by the Lottery. Third party proprietary software and related documentation shall be sublicensed to the Lottery. Patents, Copyrights and Trademarks - Any and all patents, copyrights or trademarks accruing under or in connection with the performance under this Contract are hereby exclusively reserved to the State of Florida. Personnel If, during the course of the Contract, the Lottery reasonably determines that certain Contractor personnel are unable or fail to perform their duties in a competent and professional manner, the Lottery shall notify the Contractor in writing of its determination. The Contractor shall remove said personnel from the Lottery account and shall assign replacement personnel acceptable to the Lottery. Page 5 of 8 Updated: 4/2013

49 Attachment A Public Access to Records - All documents, papers, letters, or other materials relating to the Contract that are made or received by Contractor in conjunction with the Contract, except those matters which, under the Contract, Florida law or Florida Lottery rules are confidential, are required to be available for public access and copying in the manner specified by Chapter 119, Florida Statutes. Contractor is required to provide the public with access to public records on the same terms and conditions that the Lottery would provide the records and at a cost that does not exceed the allowable cost under Chapter 119. Contractor must ensure that records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law. If the Lottery receives a records request related to confidential information contained in Contractor s response to the procurement solicitation, which response is incorporated by reference into this Contract, it shall notify Contractor within 3 business days, so that Contractor may have the opportunity to protect any trade secrets or intellectual property. If Contractor receives a request for information pursuant to this clause, Contractor shall notify the Lottery prior to complying with such request. The Lottery may unilaterally cancel the Contract for Contractor's refusal to allow access to public records. Upon the expiration of the Contract, all records made or received in conjunction with this Contract shall be transferred to the Lottery, at no cost. All records stored electronically must be provided at no cost to the Lottery, in a format as determined by the Lottery, upon Contract expiration. Final payment may be withheld until Contractor has provided all records pertaining to this Contract. Any and all duplicate public records that are exempt or confidential and exempt must be shredded upon expiration of the Contract. Quality of Work and Services - Notwithstanding "prior approval" requirements that may be reserved to the Lottery under this Contract, Contractor retains the ultimate responsibility to ensure and guarantee the quality of work and services to be provided under this Contract. Contractor is fully and solely responsible for performing and completing the services specified herein to the satisfaction of the Lottery. Severability If any clause, term, or provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such event shall not affect, impair, or render invalid or unenforceable the remainder of the Agreement or any other clause, term, or condition hereof, except as is necessary to preserve the particular rights and obligations of the parties as established herein. Subcontracting The Contractor may enter into written subcontracts for performance of work under the Contract with prior written approval of the Lottery. All substantial subcontractors shall be subject to the prior written approval of the Lottery and be subject to investigations required by Section Fla. Stat. The Lottery shall have the continuing right throughout the term of the Contract to disapprove subcontractors if such disapproval would be in the best interest of the Lottery. The Lottery shall have the right to inspect and acquire any of the subcontractor documents executed between the Contractor and the subcontractor. No subcontract that the Contractor enters into with respect to performance under the Contract shall in any way relieve the Contractor of any responsibility for performance under the Contract. Termination for Cause - The Lottery reserves the right to immediately terminate the Contract by providing written notice to the Contractor if the Lottery determines, in its sole discretion, that any of the following has occurred: 1. Contractor knowingly furnished any statement, representation, warranty or certification in connection with the solicitation or the Contract, which representation is materially false, deceptive, incorrect, or incomplete; 2. Contractor fails to perform to the Lottery's satisfaction any material requirements of the Contract or defaults in performance of the Contract; 3. The performance of the Contract is substantially endangered by the action or inaction of the Contractor, or such occurrence can be reasonably anticipated; Page 6 of 8 Updated: 4/2013

50 Attachment A 4. The Contractor's firm or assets are acquired by or combined with another company or concern during the Contract period; 5. The Contractor or any substantial subcontractor fails to maintain the standards of financial responsibility, character, reputation or integrity as determined by the Florida Lottery; 6. Contractor is placed on the convicted vendor list, suspended vendor list or discriminatory vendor list; or 7. The actions or inaction of the Contractor or Contractor's employees pose a threat to the security or integrity of the Lottery. In such an event, the Lottery may terminate the Contract immediately by telephonic notification followed by written notice. Should the Lottery give notice of termination for reasons in sub-paragraphs 2 or 3 above, Contractor shall have seven days after receipt of said notice to remedy the failures or problems. If Contractor fails to remedy, the Lottery may order Contractor to stop immediately all work and terminate the Contract. If the Contract is terminated for cause by the Lottery, the Lottery shall be obligated only for the goods actually delivered and accepted or services actually rendered prior to the date of notice of termination, less any liquidated damages or other damages that maybe assessed for non-performance. Termination for Convenience - The Lottery reserves the right to terminate the Contract or any part of the Contract at its convenience upon three (3) calendar days written notice. The Lottery shall incur no liability for materials or services not yet ordered if it terminates for convenience. If the Lottery terminates for convenience after an order for materials or services has been placed, the Contractor shall be entitled to compensation upon submission of invoices and proper proof of claim, in that proportion which its services and products were satisfactorily rendered or provided, as well as expenses necessarily incurred in the performance of work up to time of termination. Termination by Mutual Agreement - With the mutual agreement of both parties, the Contract or any part of the Contract may be terminated on an agreed date prior to the end of the Contract period without penalty to either party. Unauthorized Aliens - The employment of unauthorized aliens by any contractor is considered a violation of the Immigration and Nationality Act, 8 U.S.C. 1324a. If the Contractor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of the Contract. Vendor Ethics and Integrity -The Contractor is obligated to meet high standards for ethics and integrity under this Contract: The Contractor and its employees shall accept no pay, remuneration, or gratuity of any value for performance on or information derived from this contract from any person or entity other than the Lottery. The Contractor and its employees shall not offer or give any gift, gratuity, favor, entertainment, loan, or any other thing of material monetary value to any Lottery employee. The Contractor and its employees shall not disclose any business sensitive or confidential information gained by virtue of this Contract to any party without the written consent of the Lottery. The Contractor and its employees shall take no action in the performance of this Contract to create an unfair, unethical, or illegal competitive advantage for itself or others. The Contractor and its employees shall not have any financial or personal interests relating to this project (other than the Contract itself) without the explicit written consent of the Lottery. Page 7 of 8 Updated: 4/2013

51 Attachment A For violation of the above provisions, the Lottery may terminate the Contract, receive restitution from the Contractor, debar the Contractor, and take any other appropriate actions against the Contractor. Waiver Waiver of a breach of any provision hereof does not constitute a waiver of any subsequent breach of such provision or of any other provision in the Contract. Warranties of Contractor - Contractor covenants and warrants as follows: It is lawfully organized and constituted under all federal, state and local laws, ordinances and other authorities of its domicile and is otherwise in full compliance with all legal requirements of its domicile. It is possessed of the legal authority and capacity to enter into and perform the Contract; and the Contractor representative who is executing the Contract is so authorized by the Contractor. It has been duly authorized to operate and do business in the State of Florida and all places where it shall be required to conduct business under the Contract; that it has obtained, at no cost to the State of Florida, all necessary licenses and permits required in connection with the Contract; and that it shall fully comply with all laws, decrees, labor standards and regulations of its domicile and such other location where performance may occur during the term of the Contract. It has no present interest and shall not acquire any interest that would conflict in any manner with Contract duties and obligations under the Contract. The services rendered shall in all respects conform to, and function in accordance with, the specifications and designs requested in this solicitation. Its performance under the Contract shall not infringe on any patent, copyright, trademark, service mark or other intellectual property rights of any other person or entity and shall not constitute the unauthorized use of any trade secret of any other person or entity. Page 8 of 8 Updated: 4/2013

52 Attachment B FLORIDA LOTTERY OVERVIEW Mission Statement As set forth in Chapter 24, Florida Statutes, the Florida Lottery was created to allow the people of the state to benefit from significant additional moneys for education while playing the best lottery games available. The mission of the Florida Lottery is to maximize revenues in a manner consistent with the dignity of the state and the welfare of its citizens. Sales Goals For purposes of the Florida Educational Enhancement Trust Fund revenue projections, the sales goals of the Florida Lottery are to achieve a net ticket sales level of at least $4 billion per fiscal year. This will yield an annual revenue transfer of one billion dollars to the EETF. Historical Background of the Florida Lottery The Lottery began ticket sales on January 12, 1988, and has since enjoyed strong sales and revenue performance. Florida Lottery annual sales have averaged over $4 billion for the past seven years through the implementation of successful product lines. Through March 31, 2013, the Florida Lottery s life-to-date sales exceed $73.5 billion and have resulted in the transfer of more than $25 billion to the Florida Educational Enhancement Trust Fund. Product Descriptions The Florida Lottery is a mature lottery with a full complement of both Scratch-Off and terminal games including: Scratch-Off Games Scratch-off games offer players a chance to be an instant prize winner. Players can immediately redeem winning scratch-off game tickets of $600 or less at stores where they were purchased. New scratch-off games are introduced every four to six weeks and are unique in theme, play action and prize structure. In calendar year 2012, scratch-off game product introductions included a total of ten (10) $1 games, fifteen (15) $2 games, four (4) $3 games, eleven (11) $5 games, three (3) $10 games, one (1) $20 games, and one (1) $25 game. Scratch-off game sales for calendar year 2012 were approximately $2.8 billion and represented fifty-nine percent (59%) of total Lottery sales. Florida Lottery scratch-off game strategies have expanded to include licensed property games, niche games, families of games with varying price points and extended play games. Second chance drawings on the website are used extensively to add value to players non-winning Scratch-off tickets. Scratch-off tickets continue to be the source of greatest sales growth among maturing lottery states as those states find ways to increase the market penetration of scratch-off games and to increase play by existing scratch-off game players. POWERBALL with Power Play The Florida Lottery launched POWERBALL, a multi-state jackpot game, in January In January 2012, POWERBALL was changed to a $2 game offering a $40 million starting jackpot, a $1 million second prize and revamped Power Play payouts. In November, 2012, POWERBALL set a new record with a $587.5 million jackpot. POWERBALL drawings are held live at Florida Lottery Headquarters and aired on television stations throughout the U.S. on Wednesday and Saturday evenings at 10:59 p.m. Eastern Time. During a drawing, six numbers are selected: five white ball numbers and one red Powerball number. Players who match 5-of-5 numbers and the Powerball number win the jackpot. Players who match 5-of-5 numbers win $1 million. There are seven other prize levels to match and win prizes in the POWERBALL game. Players may choose Power Play for a $1 more per play to increase their non-jackpot prizes. Power Play players who match 5-of-5 numbers win $2 million. POWERBALL is now the Lottery s top selling terminal game. POWERBALL sales for calendar year 2012 were approximately $619.9 million and represented 13% of total Lottery sales. Page 1 of 3

53 Attachment B FLORIDA LOTTO with XTRA Since its introduction in April 1988, FLORIDA LOTTO has been the Florida Lottery s brand product whose name is often used synonymously with the Florida Lottery. The jackpot amount advertised during the week is an estimate of the amount of money that the Lottery will be able to pay a single jackpot winner in thirty (30) annual payments. FLORIDA LOTTO was revised in October 1999 to increase the number of drawings to twice a week, increase the game matrix and increase the prize payouts for lower tier prizes. The changes were designed to boost ticket sales by generating more rollovers, thus higher jackpots and greater player excitement. Like all Lotto style games, higher jackpots mean higher sales. The XTRA play feature was added in October 2009, giving players a chance to multiply their non-jackpot prize amounts from 2-5 times for $1 more per play. Sustaining and increasing lottery sales outside the context of large Lotto jackpots remains the primary marketing challenge of the Lottery. FLORIDA LOTTO and XTRA sales for calendar year 2012 were approximately $366.7 million and represented eight percent (8%) of total Lottery sales. FANTASY 5 with EZmatch FANTASY 5 was launched in 1989 and has changed game matrices and draw days several times throughout the years. In July 2001, the matrix was changed to 5 of 36 and a roll down feature was added. In March 2006, the EZmatch instant win play feature was added for $1 more per play. Drawings are held daily and FANTASY 5 jackpot prizes are paid in a single payment. Florida visitors and residents can purchase an Advance Play FANTASY 5 ticket for up to thirty (30) draws. In calendar year 2012, FANTASY 5 and EZmatch combined sales were approximately $289.7 million and accounted for six percent (6%) of total Lottery sales. MEGA MONEY MEGA MONEY is a bi-matrix bonus ball game, with players choosing four numbers from 1 through 32 and one number from 1 through 32 for the Megaball. Drawings are held twice a week and prizes are awarded on a parimutuel basis. In calendar year 2012, MEGA MONEY sales were approximately $91 million and accounted for two percent (2%) of total Lottery sales. CASH 3 CASH 3 is a 3-digit fixed payout terminal game with a top prize of $500 that is drawn daily. A midday drawing was added in May The 1-OFF play feature was added to CASH 3 in August In calendar year 2012, CASH 3 sales were approximately $321.9 million and accounted for seven percent (7%) of total Lottery sales. PLAY 4 PLAY 4 is a 4-digit fixed payout terminal game with a top prize of $5000 that is drawn daily. A midday drawing was added in May In calendar year 2012, PLAY 4 sales were approximately $244.8 million and accounted for five percent (5%) of total Lottery sales. RAFFLE The Florida Lottery introduced raffle games into its product mix of on-line games in The Lottery s first offering of the Holiday Millionaire Raffle launched on November 20, 2006, setting an industry record by selling out 1.25 million tickets in 11 days. To date, a total of eleven limited offer raffle games have been implemented including eight $20 Millionaire Raffle games, one $10 Lucky 7 Raffle, and two non-traditional $5 raffles, Cars and Cash and Summer Cash. The $25 th Anniversary Millionaire Raffle sales were $12.8 million and represented approximately.3% of total Lottery sales. Page 2 of 3

54 MEGA MILLIONS with Megaplier Attachment B The Florida Lottery introduced a second multi-state game, MEGA MILLIONS, on May 15, Similar to POWERBALL, players select five numbers from 1 to 56 and one MEGA BALL number from 1 to 46. MEGA MILLIONS drawings are held on Tuesday and Friday nights. MEGA MILLIONS jackpots start at $12 million. Players can add Megaplier for $1 more per play to increase non-jackpot winnings from 2 to 4 times. MEGA MILLIONS generated the world s largest jackpot in March 2012 with a $656 million jackpot that was won by players in three states. Florida Lottery Sales Network The Florida Lottery has a network of over 13,000 retailers across the state that are contracted to sell lottery products. The largest retailer trade styles are convenience stores and convenience stores with gas which represent seventy percent (70%) of the retailer base and supermarkets which represent twelve percent (12%). The other eighteen percent (18%) represent a wide variety of other trade styles including restaurants, newsstands, liquor stores, and bowling alleys. The 13,000 retailers are further classified into two groups: corporate accounts and independently owned accounts. Lottery retailers receives a five percent (5%) sales commission plus a one percent (1%) commission for each prize cashed. Market Research The Florida Lottery conducts a comprehensive, on-going marketing research program comprising several different types of studies. These studies have as their purpose gaining a better understanding of consumer behaviors and preferences, the public image of the Lottery and the financial impacts of game or program changes. This knowledge, in turn, improves the Lottery s ability to increase sales and transfer more money to Educational Enhancement. Studies include a 2012 Market Segmentation Study to better understand our customers, monthly Tracking Surveys to monitor trends in advertising awareness and play habits, focus group research for new games and brand analysis, and player panel studies for quick responses to game ideas. Page 3 of 3

55 Attachment C THE FLORIDA LOTTERY WEBSITE TRANSLATION SERVICE LEVEL REQUIREMENTS The Contractor shall provide a business solution that ensures visitors to the Florida Lottery s website are presented material in the Spanish language of Lottery activities and program offerings. The services to be provided are to include, but not be limited to, unless otherwise directed by the Contract Manager: a. Hosting of the Florida Lottery s website and identified sub-domains in the Spanish language; b. Text, XML files, translatable graphics, new images, navigation, alt tags, meta tags, etc.; c. The daily drawing results search tool; d. Ongoing press release translation and search tool functionality for the press release area; e. The translation of poll information; f. A minimum of 50 GB storage located on a shared server; and g. Monthly reports of services provided during the preceding month with year-to-date information. Vendors are to provide information on how they will ensure that the translation services are not duplicative, i.e., translation of words already translated. Excluded from the translation services are: a. All PDF, Word, PowerPoint, and Excel files; b. Flash Files; c. Audio or video files; d. Domains outside of e. 3 rd party URL s framed inside and f. Password protected areas. The translated web pages of the Florida Lottery website will be made available to users of the Lottery s website twenty-four (24) hours per day, seven (7) days per week, with an uptime of at least 99.9%, subject only to scheduled maintenance, network outages or equipment failure. The Lottery Contract Manager shall be notified immediately of any non-scheduled website downtime. The Contractor will provide the Lottery with a monthly report detailing the date, circumstances, and the percentage of any website downtime, including events due to scheduled maintenance, network outages or equipment failure.

56 Attachment C The Contractor will make reasonable efforts to schedule maintenance during non-peak hours and minimize any such downtime. The Contractor will notify the Lottery at least seventy-two (72) hours in advance of any scheduled maintenance.

57 To be completed by one of the following: Attachment D Chief Executive Officer Chief Legal Officer CERTIFICATION AS TO CRIMINAL CONVICTIONS STATE OF COUNTY OF BEFORE ME, the undersigned authority, personally appeared, who, after being first duly sworn, stated as follows: 1. My name is. 2. I am the (Chief Executive Officer or Chief Legal Officer) of (insert Vendor s legal entity name). In that capacity, I have knowledge of the facts contained herein and have authority on behalf of the Vendor to execute this Certification. 3. This Certification is being provided in support of the Vendor s Reply to Florida Lottery # / The Vendor (legal entity) (has) (has not) been convicted of, or entered a plea of guilty or nolo contendere to, a felony committed within the preceding 10 years, regardless of adjudication. [If applicable, attach information giving the details of such conviction(s) and/or plea(s).] Please initial either paragraph 5 or paragraph 6, whichever is applicable. Both paragraphs cannot be applicable. 5. None of the Vendor's Directors, executive officers (Chairman, President, Chief Executive Officer, Senior or Executive Vice-President, Secretary, or Treasurer) or, if applicable, none of its trustees, partners, or joint venturers has been convicted of, or entered a plea of guilty or nolo contendere to, a felony committed within the preceding 10 years, regardless of adjudication. [If this paragraph is applicable, initial here. ] 1