435-07 Specs

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					B.   SPECIAL PROVISIONS

B.1.    DEFINITIONS
        B.1.1.   “Acquisition” means items, products, materials, supplies, services and equipment a state agency acquires by
                 purchase, lease-purchase, lease with option to purchase, or rental pursuant to the Oklahoma Central Purchasing
                 Act unless the items, products, supplies, services, or equipment are exempt pursuant to the Oklahoma Central
                 Purchasing Act.
        B.1.2.   “The Act” means Oklahoma Education Lottery Act. (The “Act), Title 3A, et seq. of the Oklahoma Statutes.
        B.1.3.   “ADI” means the geographical designation, used by Arbitron, that specifies which counties fall into a specific
                 television market.
        B.1.4.   “Best Value Criteria” means bid or proposal evaluation criteria, which include, but are not limited to, the following:
                 B.1.4.1. The acquisition’s operational cost a state agency would incur.
                 B.1.4.2. The quality of the acquisition, or its technical competency.
                 B.1.4.3. The reliability of the bidder’s delivery and implementation schedules.
                 B.1.4.4. The acquisition’s facilitation of data transfer and systems integration.
                 B.1.4.5. The acquisition’s warranties and guarantees and the bidder’s return policy.
                 B.1.4.6. The bidder’s financial stability.
                 B.1.4.7. The acquisition’s adherence to the state agency’s planning documents and announced strategic program
                          direction.
                 B.1.4.8. The bidder’s industry and program experience and record of successful past performance with
                          acquisitions of similar scope and complexity.
                 B.1.4.9. The anticipated acceptance by user groups.
                 B.1.4.10.        The acquisition’s use of proven development methodology and innovative use of current
                          technologies that lead to quality results.
        B.1.5.   “Bid” or “Proposal” means an offer a bidder submits in response to an Invitation To Bid or Request For Proposal.
        B.1.6.   “Bidder” means an individual or business entity that submits a bid or proposal in response to an Invitation To Bid or
                 a Request For Proposal.
        B.1.7.   “Board” means the Board of Trustees of the Oklahoma Lottery Commission.
        B.1.8.   “Campaign” means the term used to describe a phase of the OLC advertising plan and execution, from
                 development, through production and media placement.
        B.1.9.   “Clearance” means the term used by media buyers to indicate what portion of their media order in any day, week,
                 or campaign was actually broadcast.
        B.1.10. “Collateral promotional materials” means any items employed by OLC to promote, provide information, display
                promotional materials and/or display the products sold by OLC.
        B.1.11. “Commission” means the Oklahoma Lottery Commission. The governing body of the Oklahoma Lottery, approved
                by a vote of the people.
        B.1.12. “Consumer Goods” means a product or service sold directly to the ultimate consumer.
        B.1.13. “Contact person” means the Contracting Officer for The Department of Central Services, Central Purchasing.
        B.1.14. “Contract” means a mutually binding legal relationship obligating the seller to furnish an acquisition and the buyer
                to pay for it. It includes all types of commitments that obligate a state agency to an expenditure of funds or action
                that, unless otherwise authorized, is in writing. In addition to bilateral instruments, contracts include, but are not
                limited to:
                 B.1.14.1.          Awards and notices of awards.
                 B.1.14.2.          Separately written and signed contracts
                 B.1.14.3.          This RFP and any written proposal submitted by the Vendor
                 B.1.14.4.          Orders issued under basic ordering agreements.
                 B.1.14.5.          Letter contracts.
                 B.1.14.6.          Orders under which the contract becomes effective by written acceptance or performance.
                 B.1.14.7.          Bilateral contract modifications.

DCS/PURCHASING                                                                                SOLICITATION PACKAGE - PAGE 1 OF 30
      B.1.15. “Contract modification,” means any written change in the terms of the contract, agreed to in writing by the Vendor
              and the State.
      B.1.16. “DCS” means the Oklahoma Department of Central Services.
      B.1.17. “DMA” means Nielson’s term to describe a specific TV market area.
      B.1.18. “Equipment” means personal property a state agency acquires for its use, which is an item or product and shall
              include all personal property used or consumed by a state agency that is not included within the category of
              materials and supplies.
      B.1.19. “Evaluation Committee” means a committee composed of evaluators responsible for reviewing, assessing, and
              scoring responses to the RFP.
      B.1.20. “Fiscal Year” means the State Fiscal Year, the period of time from July 1 of one year until June 30 of the next year.
      B.1.21. “Governing law,” means the laws of the State of Oklahoma.
      B.1.22. “Gross Rating Points” (GRP’s) means the number of rating points, in aggregate, that a media campaign will
              generate.
      B.1.23. “Guaranteed Estimate” means a guarantee a media agency gives its client for the estimated costs of a campaign
              and not to exceed a certain dollar amount.
      B.1.24. “Instant Ticket” means a lottery ticket that requires the player to remove a coating to determine if a prize has been
              won.
      B.1.25. “Job folder” means a unique folder maintained by Vendor for each project or campaign.
      B.1.26. “Lottery”, “lotteries”, “lottery game”, or “lottery games” means an activity conducted by the Commission under the
              Oklahoma Education Lottery Act through which prizes are awarded or distributed by chance among persons who
              have paid for a chance or other opportunity to receive a prize, including, but not limited to, instant tickets and on-
              line games, but excluding charity bingo and games conducted pursuant to the Oklahoma Charity Games Act,
              poker, blackjack, slot machines, pull tab machines, card games, dice, dominos, roulette wheels, or other similar
              forms of gambling, or electronic or video forms of these gambling activities, or games where winners are
              determined by the outcome of a sports contest, or pari-mutuel betting conducted pursuant to the Oklahoma Horse
              Racing Act.
      B.1.27. “Make good” means advertising run by a media outlet for its failure to have run the required advertising as originally
              scheduled.
      B.1.28. “Materials” or “supplies” includes all property except real property or equipment that a state agency acquires for its
              use or consumption.
      B.1.29. “Media Stretch” means the same as “Value Added Programs.”
      B.1.30. “Member of a minority” means an individual who is a member of a race, which comprises less than fifty percent
              (50%) of the total population of Oklahoma.
      B.1.31. “Minority business” means any business, which is owned by:
         an individual who is a member of a minority who reports as the personal income of the individual for Oklahoma
          Income Tax purposes the income of the business.
         a partnership in which a majority of the ownership interest is owned by one or more members of a minority
          who report as their personal income for Oklahoma Income Tax purposes more than fifty percent (50%) of the
          income of the partnership, or
         a corporation organized under the laws of this state in which a majority of the common stock is owned by one
          or more members of a minority who report as their personal income for Oklahoma Income Tax purposes more
          than fifty percent (50%) of the distributed earnings of the corporation.
      B.1.32. “MRI (Mediamark Research & Intelligence)” means a subscriber-only research company that provides a view of
              audiences of all major media, their demographics and lifestyles, actions and attitudes, product usage and brand
              loyalty.
      B.1.33. “Net Buy” means the actual amount paid any media outlet for media purchased.
      B.1.34. “OLC” means The Oklahoma Lottery Commission or its designee.
      B.1.35. “Oklahoma Open Meetings Act” means Title 25, Oklahoma Statutes Section 301, et seq.
      B.1.36. “Online Game” means a lottery game where a player can select the numbers for their ticket at a lottery retailer
              computer terminal.
      B.1.37. “Person” means any individual, corporation, partnership, unincorporated association, limited liability company, or
              other legal entity.
      B.1.38. “Public Records Act” means Title 51, Oklahoma Statutes Section 24A et seq.

DCS/PURCHASING                                                                            SOLICITATION PACKAGE - PAGE 2 OF 30
         B.1.39. “Proposal” means the Vendor’s official written response submitted pursuant to the RFP.
         B.1.40. “Rating” means the percentage of people or homes that watch a specific TV program or listen to a specific radio
                 program, based on the total population, whether watching or listening or not.
         B.1.41. “Reach” means the number of different people or homes that see a specific commercial at least once. Reach
                 measures the breadth of an ad campaign.
         B.1.42. “Reimbursable” means costs incurred by the Vendor under the contract, which OLC will pay to the Vendor after
                 required substantiation and documentation.
         B.1.43. “Retailer” means a person who sells lottery tickets or shares on behalf of the Commission pursuant to a contract.
         B.1.44. “Run of Station (ROS)” means commercial media time purchased at a discount because the station retains the
                 right to insert ads wherever they choose within certain broad time periods.
         B.1.45. “Shall”, “must” and “will,” means compliance with material and essential requirements of the RFP.
         B.1.46. “Share” means any intangible evidence issued by the lottery to provide participation in a lottery game.
         B.1.47. “Services” or “contractual services” means direct engagement of the time and effort of a Vendor for the primary
                 purpose of performing an identifiable task rather than for the furnishing of an end item of supply.
         B.1.48. “State” means DCS acting on behalf of OLC and State of Oklahoma.
         B.1.49. “State agency” includes any office, officer, bureau, board, counsel, court, commission, institution, unit, division,
                 body or house of the executive or judicial branches of the state government, whether elected or appointed,
                 excluding only political subdivisions of the state.
         B.1.50. “State Purchasing Director” or “Director of Central Purchasing” includes any employee or agent of the State
                 Purchasing Director, acting within the scope of delegated authority.
         B.1.51. “Subcontractor” means an entity that is part of a joint venture, strategic partnership or prime contractor team.
         B.1.52. “Ticket” means any tangible evidence issued by the lottery to provide participation in a lottery game.
         B.1.53. “Value Added Programs” means a marketing strategy allowing OLC an opportunity to stretch limited media and
                 production dollars and provides OLC partners an opportunity to participate in mutually beneficial, cooperative
                 advertising, marketing and promotional consumer and trade programs, at a reduced rate.
         B.1.54. “Vendor” means a person who provides or proposes to provide goods or services to the Commission pursuant to a
                 major procurement contract, but does not include an employee of the Commission, a retailer, or a state agency or
                 instrumentality thereof. Such term does not include any corporation whose shares are publicly traded and which is
                 the parent company of the contracting party in a major procurement contract. For the purpose of this RFP, Vendor
                 means Advertising Agency.
         B.1.55. “Work estimate” means a document prepared prior to project launch that defines the scope and costs anticipated to
                 bring to completion. This can include a small, agreed upon contingency that allows for minor changes in direction.
         B.1.56. “Written Approval” means approval by OLC prior to Vendor incurring expenditures on behalf of OLC and includes
                 electronic messaging (e-mail) from authorized (delegated) OLC personnel.
B.2.     REJECTION OF PROPOSALS AND CANCELLATION OF RFP; REISSUE OF RFP
         B.2.1.   Issuance of this RFP does not constitute a commitment on the part of the State to award or execute a Contract.
                  The State retains the right, at its sole discretion, at any time to reject any or all Proposals, in whole or in part, to
                  cancel, or cancel and reissue this RFP, before or after receipt and opening of Proposals in response thereto, if it
                  considers it to be in the best interests of the State.
         B.2.2.   Any Proposal that does not meet the requirements or specifications of this RFP or restricts the rights of the State
                  may be considered to be non-responsive and the Proposal may be rejected.
B.3.     INCURRED EXPENSES
The State shall not, under any circumstance, be responsible for any costs or expenses incurred by a Vendor in preparing and
submitting a Proposal or for any costs or expenses incurred by Vendor in preparing or submitting a proposal in phase two of the
evaluation process.
B.4.     FIRM PRICE PERIOD
All Proposals shall remain firm and valid for 180 calendar days from the date of proposal opening. A Proposal constitutes an offer by
the Vendor to contract with the State in accordance with the terms of the Proposal, which offer is irrevocable for the duration of the
180 day period and may not be withdrawn or amended during this period without the written consent of DCS.
B.5.     RIGHT TO USE INFORMATION IN THE PROPOSAL
Upon submission, all materials submitted to DCS by Vendors shall become the property of the State and may be used as the State
and OLC deems appropriate.

DCS/PURCHASING                                                                                  SOLICITATION PACKAGE - PAGE 3 OF 30
B.6.     PROHIBITION AGAINST UNAUTHORIZED CONTACTS
         B.6.1.   The State is committed to a competitive procurement process. Therefore, except as expressly contemplated in this
                  RFP no contact or other solicitation regarding this RFP or the Vendor’s proposal initiated by Vendors or any person
                  employed by Vendors, including but not limited to their attorneys, representatives or others promoting their
                  position, will be allowed with any member of the Board of Trustees (the “Board”) of OLC or with any officer,
                  employee of, or consultant or adviser to OLC, individually or otherwise, during the proposal and selection process.
         B.6.2.   All contact and other solicitations made by a Vendor submitting a Proposal or any person employed by such a
                  Vendor shall be directed towards the contact person identified in Section C.24.
         B.6.3.   Any attempt to influence any OLC employees, officers, consultants, advisors or Board members with respect to a
                  procurement, whether such attempt is oral or written, formal or informal, is strictly prohibited and will result in
                  disqualification of the Vendor’s proposal.
B.7.     HIRING OF OLC PERSONNEL
         B.7.1.   Oklahoma provides for a one year limitation of entering contracts with certain persons as outlined below:
         B.7.2.   Except as otherwise provided for in this section, any agency, whether or not such agency is subject to the
                  Oklahoma Central Purchasing Act, Section 85.1 et seq. of this title, is prohibited from entering into a sole source
                  contract or a contract for professional services with or for the services of any person, who has terminated
                  employment with or who has been terminated by that agency for one (1) year after the termination date of the
                  employee from the agency. The provisions of this subsection shall not prohibit an agency from hiring or rehiring
                  such person as a state employee.
         B.7.3.   Each contract entered into by any person or firm with the State of Oklahoma shall include an affidavit certifying that
                  no person who has been involved in any manner in the development of that contract while employed by an agency
                  or entity of the State of Oklahoma shall be employed to fulfill any of the services provided for under said contract.
                  This subsection shall not preclude faculty and staff of the institutions within The State System of Higher Education
                  from negotiating and participating in research grants and educational contracts. Nor shall this subsection apply to
                  personnel of the Capital Resources Division of the Oklahoma Department of Commerce who contract to provide
                  services to the Oklahoma Capital Investment Board unless otherwise noted.
         B.7.4.   As used in this section, person is defined as any state official or employee of a department, board, bureau,
                  commission, agency, trusteeship, authority, council, committee, trust, school district, fair board, court, executive
                  office, advisor group, task force, study group, supported in whole or in part by public funds or entrusted with the
                  expenditure of public funds or administering or operating public property, and all committees, of subcommittees
                  thereof, judges, justices, and state legislators.
B.8.     INQUIRIES
         B.8.1.   All inquiries must be submitted in the form of questions or requests for clarification. Such questions or requests for
                  clarification must be submitted via e-mail and received by the contact person identified above in Section C.24 on or
                  before 3:00 p.m. Central Daylight Time (“CDT”), on June 26, 2009.
         B.8.2.   Questions or requests for clarification received after 3:00 p.m. (CDT) June 26, 2009 will not be accepted, reviewed
                  or responded to.
         B.8.3.   Responses to these questions or requests for clarification will be posted on the DCS website at www.dcs.ok.gov.
         B.8.4.   It is the Vendor’s responsibility to frequently check the DCS website for any possible addendums that may be
                  issued. DCS is not responsible for a Vendor's failure to download any addendum documents required to complete
                  the Proposal.
B.9.     CHANGES, MODIFICATIONS AND CANCELLATION
The State reserves the right at any time prior to a successful execution of a Contract resulting from this RFP, to make changes to this
RFP by issuance of written addendum(s) or amendment(s) or to cancel all or part of this RFP. Any addendum(s), amendment(s) or
cancellation(s) will be posted on the DCS web site at www.dcs.ok.gov.
B.10.    WITHDRAWAL OF PROPOSAL
         B.10.1. A Vendor is under a continuing obligation to notify DCS following the submission of a Proposal of any changes to
                 the information, data or facts submitted in response to the RFP which could reasonably be expected to affect
                 consideration of the Proposal.
         B.10.2. Proposal withdrawal before closing date: A Vendor who desires to withdraw a proposal prior to the closing date
                 shall submit written notice to the DCS contact person, which includes personal identification, the Vendor’s name,
                 RFP number and closing date.
         B.10.3. Proposal withdrawal after closing date: Withdrawal of a Proposal after the closing date shall not be authorized
                 unless the Vendor can prove that significant error by the Vendor exists in the Proposal.



DCS/PURCHASING                                                                                SOLICITATION PACKAGE - PAGE 4 OF 30
B.11.   ADDITIONAL INFORMATION
        B.11.1. The State reserves the right to obtain any information from any lawful source regarding the past business history,
                practices and abilities of a Vendor, its officers, trustees, employees, owners, team members, partners and/or
                subcontractors. Such information may be taken into consideration in evaluating the Proposals.
        B.11.2. The State reserves the right to request additional information or clarification on the contents of a Proposal.


B.12.   PROPOSAL CONSTITUTES OFFER
By submitting a Proposal, Vendor agrees to be governed by the terms and conditions set forth in this RFP and any amendments
thereto.
B.13.   PROPOSAL SUBJECT TO PUBLIC RECORDS ACT AND OPEN MEETINGS ACT
        All data, materials and documentation originated and prepared for OLC shall belong exclusively to OLC and may
        become available to the public in accordance with the Oklahoma Public Records Act, Title 51, Oklahoma Statutes §
        24A et seq., and the Oklahoma Open Meetings Act, Title 25, Oklahoma Statutes § 301, et seq. and any other
        applicable statutes or rules.
B.14.   MODIFICATIONS
        B.14.1. This Agreement may be modified if the modification or amendment is made in writing, signed by both parties, and if
                it is in compliance with the requirements of the Central Purchasing Act, 74 O.S. § 85.1, et seq.
B.15.   SUCCESSORS AND ASSIGNS
        B.15.1. Subject to the limitations on assignment contained herein, the Contract shall be binding on the Vendor, its
                subcontractors, successors and permitted assigns.
B.16.   ASSIGNMENT
        B.16.1. The Vendor is prohibited from subletting, conveying, assigning or otherwise disposing of the Contract, its rights,
                duties, obligations, title, or interest therein, or its power to execute the Contract to any person or entity without the
                prior written approval of DCS.
B.17.   COMPLIANCE
        B.17.1. The Vendor shall comply with all applicable rules, procedures and regulations as adopted and/or amended by OLC
                under the Act, including but not limited to the rules, policies and procedures of OLC, established in accordance with
                the Act, and all other applicable federal, state and local laws, rules and regulations.
B.18.   CONTRACT PERIOD, OPTIONS TO RENEW AND EXTENSIONS
        B.18.1. The initial Contract period shall go into effect January 1, 2010. The initial Contract period shall begin on the
                effective date and shall extend through One Year unless extended or terminated in accordance with applicable
                Contract provisions. The Vendor shall not commence work, except as contemplated in Section G.5 of this RFP,
                and should not commit funds, or incur costs, or in any way act to obligate the State as if he/she were the Vendor
                until so notified in writing of the approval of the Contract and the contract effective date. The Director of Central
                Purchasing is the only individual who can transmit that approval to the Vendor.
        B.18.2. Under Oklahoma law, OLC may not contract for a period longer than one (1) year. It is the State’s intent that there
                will be two (2) options to renew, each for a duration of one (1) year. In addition, OLC, at its sole option, may choose
                to exercise additional extensions for a maximum of three (3) one-year periods beyond these first two one-year
                option periods, but not less than in monthly increments, at the contract compensation rate for the extended period.
                Notification to extend the Contract shall be set forth, in writing, by the State at least sixty (60) days prior to the end
                of each contract period or extension period. The Contract shall be contingent upon approval by OLC and
                contingent upon the availability of funding. If a decision is made not to exercise an option or extend the contract
                period, notice shall also be sent at least sixty (60) days prior to the end of the current contract period.
B.19.   OWNERSHIP OF MATERIALS AND RIGHTS OF USE
        B.19.1. Any documents or information obtained by Vendor from OLC in connection with the contract shall be kept
                confidential and shall not be provided to any third party unless disclosure is approved in writing by OLC.
        B.19.2. Unless otherwise agreed in writing the work product produced under the contract, including, but not limited to,
                documents, reports, information, documentation of any sort and ideas, whether preliminary or final, shall become
                and remain the property of OLC, including any patent, copyright or other intellectual property rights. With the
                exception of ideas, all such work products shall be considered works made for hire within the meaning of 17 U.S.C.
                §101. To the extent that any portion of such work product is a work made for hire, Vendor completely and without
                reservation assigns to the OLC all right, title and interest in and to such portion of the work products, as well as all
                related intellectual property rights, including patent and copyright.
        B.19.3. OLC shall exercise all rights of ownership in all such work product without restriction or limitation including as to
                use, and without further compensation to Vendor.
DCS/PURCHASING                                                                                 SOLICITATION PACKAGE - PAGE 5 OF 30
        B.19.4. Vendor shall not acquire or have any right to use, disclose or reproduce the work product or any documents,
                information, media, software, or know-how obtained from the State except to perform the contract.
        B.19.5. Neither the Vendor nor any of its approved subcontractors shall have any proprietary rights or interests in the
                products, materials, intellectual properties developed, data, documentation, approaches, systems, programs,
                methodologies, or concepts developed, produced or provided in connection with the services provided under the
                Contract. All such items, rights and/or interests shall belong exclusively to OLC, unless specifically approved in
                writing by the Executive Director of the OLC.
        B.19.6. It is the intent of OLC that it have control over all such proprietary materials in a manner consistent with ownership
                thereof.
B.20.   PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY
        B.20.1. The Vendor represents and warrants that its performance under the Contract will not infringe any patent, copyright,
                trademark, service mark or other intellectual property rights of any other person or entity and that it will not
                constitute the unauthorized use or disclosure of any trade secret of any other person or entity.
B.21.   TRADEMARK AND SERVICE MARK SEARCH AND REGISTRATION
        B.21.1. New trademarks and service marks developed for OLC will be registered by legal counsel chosen by OLC in the
                name of OLC for its sole use (see C.11.2).
B.22.   INTELLECTUAL PROPERTY INDEMNIFICATION
        B.22.1. The Vendor shall indemnify and hold harmless OLC, its officers, Trustees, agents, retailers and employees and the
                State, from and against any and all suits, damages, expenses, losses, liabilities, claims of any kind, costs or
                expenses of any nature or kind, including, without limitation, court costs, attorneys’ fees and other damages,
                arising out of, in connection with or resulting from the development, possession, license, modification, disclosure or
                use of any copyrighted or non-copyrighted materials, trademark, service mark, secure process, invention, process
                or idea (whether patented or not), trade secret, confidential information, article or appliance furnished or used in the
                performance of the Contract.
B.23.   WARRANTIES
        B.23.1. The Vendor warrants that it currently is, and will at all times remain, lawfully organized and constituted under all
                federal, state and local laws, ordinances and other authorities of its domicile and that it currently is, and will at all
                times remain in full compliance with all legal requirements of its domicile and the State of Oklahoma.
B.24.   BREACH, DEFAULT, TERMINATION
        B.24.1. Breach: A breach of a term or condition of the contract shall mean any one or more of the following events: (1)
                Vendor fails to perform the services by the date required or by a later date as may be agreed to in a written
                modification to the contract signed by the State; (2) Vendor breaches any warranty or fails to perform or comply
                with any term or agreement in the Contract; (3) Vendor makes any general assignment for the benefit of creditors;
                (4) in the State’s sole opinion, Vendor becomes insolvent or in an unsound financial condition so as to endanger
                performance hereunder; (5) Vendor becomes the subject of any proceeding under any law relating to bankruptcy,
                insolvency or reorganization, or relief from creditors and/or debtors; (6) any receiver, trustee, or similar official is
                appointed for Vendor or any of the Vendor’s property; (7) Vendor is determined to be in violation of federal, state,
                or local laws or regulations and that such determination, in the State’s sole opinion renders the Vendor unable to
                perform any aspect of the Contract.
        B.24.2. Termination for Breach and/or Default: Except in the case of delay or failure resulting from circumstances beyond
                the control and without the fault or negligence of the Vendor or of the Vendor’s suppliers or subcontractors, OLC
                shall be entitled, by written or oral notice, to cancel and/or terminate this contract in its entirety or in part for breach
                and/or for default of any of the terms herein and to have all other rights against Vendor by reason of the Vendor’s
                breach as provided by law.
        B.24.3. Default: A Vendor may be declared in default for failing to perform a contractual requirement or for a material
                breach of any term or condition.
        B.24.4. Opportunity to cure default or breach remedies: If the nonperformance, breach or default remains after Vendor has
                been provided the opportunity to cure within fifteen (15) days of notice by OLC, the State may do one or more of
                the following:
                 B.24.4.1.           Exercise any remedy provided by law;
                 B.24.4.2.           Utilize any remaining funds for completion of the project;
                 B.24.4.3.           Terminate the Contract and any related Contracts or portions thereof;
                 B.24.4.4.           Suspend Vendor from receiving future solicitations from the State of Oklahoma.




DCS/PURCHASING                                                                                  SOLICITATION PACKAGE - PAGE 6 OF 30
B.25.   AUDIT REQUIREMENTS
        B.25.1. Audit and Records: (a) As used in this section, “records” includes books, documents, accounting procedures and
                practices, and other data, regardless of type and regardless of whether such items are in written form, in the form
                of computer data, or in any other form. In accepting any contract with the State, the Vendor agrees any pertinent
                State or Federal agency will have the right to examine and audit all records relevant to execution of the resultant
                contract, (b) the Vendor is required to retain all records relative to this contract for the duration of the contract term
                and for a period of five years following completion and/or termination of the contract. If an audit, litigation, or other
                action involving such records are started before the end of the five year period, the records are required to be
                maintained for five years from the date that all issues arising out of the action are resolved or until the end of the
                five year retention period, whichever is later.
        B.25.2. The Vendor shall maintain documentation for all charges against OLC under the Contract or any modifications or
                amendments thereto.
        B.25.3. The books, documents, papers, accounting records and other evidence pertaining to products and/or services to
                be provided or performed or money received under the Contract shall be maintained for a period of five (5) full
                years from the date of the final payment and shall be subject to audit or inspection at any reasonable time and
                upon reasonable notice by OLC or its duly appointed representatives, including, without limitation, the State Auditor
                and Inspector, the State Department of Central Services and /or the Office of State Finance.
        B.25.4. The Vendor shall make such materials available at its offices, and copies thereof shall be furnished to OLC or its
                duly appointed representative by the Vendor, at no cost to OLC or its duly appointed representative, if requested by
                OLC or its duly appointed representative.
        B.25.5. Such records shall be maintained in accordance with any applicable provisions of United States generally accepted
                accounting principles (or other applicable accounting principles or policies) and any other applicable procedures
                established by OLC.
        B.25.6. A copy of the annual financial statements of the Vendor with an independent audit opinion expressed without
                reservation or qualification shall be provided to OLC within six (6) months of each Vendor’s fiscal year end.
B.26.   RESPONSIBILITY, LIABILITY AND INDEMNIFICATION
        B.26.1. The parties intend that each shall be responsible for its own intentional and negligent acts or omissions to act. The
                State and OLC shall be responsible for the acts and omissions to act of its officers, and employees while acting
                within the scope of their employment according to the Governmental Tort Claims Act, Title 51, O.S.S.,1991, §151
                et seq.
        B.26.2. The Vendor shall be responsible for any damages or personal injury caused by the negligent acts or omissions to
                act by its officers, employees, or agents acting within the scope of their authority or employment.
        B.26.3. Vendor agrees to indemnify and hold the State and OLC harmless from all claims, losses, expenses, fees including
                attorney fees, costs, and judgements that may be asserted against the State and OLC that result from the acts or
                omissions of Vendor, Vendor employees, if any, and Vendor’s agents. By this requirement, however, neither party
                waives nor has authority to waive for the other immunity under the Governmental Tort Claims Act, Title 51. O.S.S
                1991§151, et seq.
        B.26.4. It is the express intention of the parties hereto that this agreement shall not be construed as, or given the effect of,
                creating a joint venture, partnership or affiliation or association which would otherwise render the parties liable as
                partners, agents, employer-employee or otherwise create any joint and severable liability.
B.27.   BONDS AND INSURANCE
        B.27.1. All required bonds and insurance must be issued by companies or financial institutions which are financially rated A
                or better by a nationally recognized rating agency and are duly licensed, admitted, or authorized to transact
                business in the State of Oklahoma.
        B.27.2. The Vendor shall provide OLC evidence of any renewed bonds or insurance policies within thirty (30) days prior to
                the expiration of the then existing bonds or insurance policies during the term of the Contract.
B.28.   BONDS
        B.28.1. The Vendor shall submit a fidelity bond made payable to OLC in the amount of $500,000 (five hundred thousand
                dollars) within 30 days after award of the Contract covering any loss to the state due to any fraudulent or dishonest
                act on the part of the Vendor. The fidelity bond shall be in the form of an original bond (no copy or facsimile.) The
                contract number and dates of performance must be specified in the fidelity bond.
        B.28.2. The Vendor must maintain the fidelity bond in effect throughout the full term of the contract and any renewal
                periods.
        B.28.3. OLC will accept surety bonds containing terms and provisions that are commercially feasible and customary in the
                industry as long as these terms and conditions do not conflict with Oklahoma law.
        B.28.4. Failure to submit the required bond in the time specified shall be deemed sufficient cause to cancel the award.

DCS/PURCHASING                                                                                 SOLICITATION PACKAGE - PAGE 7 OF 30
B.29.    INSURANCE
         B.29.1.   The Vendor shall be responsible for any damages or personal injury caused by the negligent acts or omissions to
                   act by its officers, employees, or agents acting within the scope of their authority or employment. The Vendor
                   agrees to hold harmless the State and OLC of any claims, demands and liabilities resulting from any act or
                   omission on the part of the Vendor and/or its agents, servants, and employees in the performance of this contract.
                   It is the express intention of the parties hereto that this agreement shall not be construed as, or given the effect of,
                   creating a joint venture, partnership or affiliation or association which would otherwise render the parties liable as
                   partners, agents, employer-employee or otherwise create any joint and several liability.
         B.29.2. Policy(ies) and Certificates of Insurance must reference the State's Contract number.
         B.29.3. An insurance company authorized to do business within the State of Oklahoma shall issue the insurance required
                 above. Insurance is to be placed with a carrier that has a rating of A or better in the most recently published edition
                 of Best’s Reports. Any exception must be reviewed and approved by the State, by submitting a copy of the
                 contract and evidence of insurance before contract commencement.
         B.29.4. The limits of all insurance required to be provided by the Vendor shall be no less than the minimum amounts
                 specified. However, coverage in the amounts of these minimum limits shall not be construed to relieve the Vendor
                 from liability in excess of such limits.
         B.29.5. All policies shall be primary over any other valid and collectable insurance.
         B.29.6. Vendor shall include all subcontractors as insured’s under all required insurance policies, or shall furnish separate
                 certificates of Insurance and endorsements for each subcontractor. Subcontractor(s) must comply fully with all
                 insurance requirements stated herein. Failure of subcontractor(s) to comply with insurance requirements does not
                 limit Vendor’s liability or responsibility.
         B.29.7. Within five (5) business days of receipt of notice of award, the Vendor shall furnish evidence in the form of a
                 Certificate of Insurance satisfactory to the State that insurance in the following kinds and minimum amounts has
                 been secured. Failure to provide proof of insurance as required may result in contract cancellation.
         B.29.8. The Vendor shall be required to maintain the following types and amounts of insurance during the term of the
                 Contract:
                   B.29.8.1.          General liability insurance in the amount of at least $250,000.00;
                   B.29.8.2.          Worker’s compensation insurance as required by State law.
B.30.    TAXES, FEES AND ASSESSMENTS
OLC shall have no responsibility whatsoever for the payment of any federal, state or local taxes which become payable by the
Vendor or its subcontractors, agents, officers or employees. The Vendor shall pay and discharge all such taxes when due.
B.31.    NEWS RELEASES
The Vendor shall not issue any news releases or participate in any media interview pertaining to the RFP or the Contract without the
express prior written consent of OLC in each instance, and then only in cooperation with OLC.
B.32.    ADVERTISING
The Vendor agrees not to use OLC’s names, trademarks, service marks, logos, images, or any data resulting from the Contract as a
part of any commercial advertising or proposal without the express prior written consent of OLC in each instance.
B.33.    CODE OF CONDUCT FOR VENDORS
OLC is an extremely sensitive enterprise because of the nature of the lottery industry and its status as an instrumentality of the State
of Oklahoma. It is essential that OLC’s operation, and the operation of other enterprises which would be linked to it in the public mind,
avoid not only actual impropriety but also the appearance of impropriety. Accordingly, the Vendor is expected to establish and
enforce a code of conduct for all employees, independent Vendors and subcontractors that will help achieve these objectives as well
as follow the rules and procedures established by OLC.
B.34.    CONSULTANTS AND LOBBYISTS
The Vendor and its approved subcontractors shall disclose all written and oral agreements with all lobbyists and consultants doing
work on its behalf in the State of Oklahoma. Any Contract with the Vendor who has not complied with these disclosure requirements
is voidable at the sole option and discretion of the State. Failure to provide OLC with disclosure updates during the term of the
Contract may result in the termination of the Contract by OLC.
B.35.    CONTRACT CONVERSION
It is contemplated that OLC, prior to the expiration of the term of the Contract, will award a new contract for advertising and related
marketing services. The parties understand and agree that OLC may utilize the last six (6) months of the Contract term for
conversion (transfer) to a new Vendor. The Vendor will cooperate fully with this process.



DCS/PURCHASING                                                                                  SOLICITATION PACKAGE - PAGE 8 OF 30
B.36.    NONDISCRIMINATION
The Vendor agrees that no person shall be excluded from participation in, or be denied benefits of, the Contract, or be excluded from
employment, denied any of the benefits of employment or otherwise be subjected to discrimination on the grounds of handicap or
disability, age, race, color, religion, sex, national origin or ancestry, or any other classification protected by federal, Oklahoma state
constitutional or statutory law. The Vendor shall, upon request, show proof of such nondiscrimination and shall post in conspicuous
places, available to all employees and applicants, notices of nondiscrimination.

C. SOLICITATION SPECIFICATIONS
C.1.     GENERAL INFORMATION AND INTRODUCTION
         C.1.1.   The Oklahoma Education Lottery Commission (“OLC”), the governing body of the Oklahoma Lottery, was approved
                  by a vote of the people on November 2, 2004. In accordance with the Act, entitled the Oklahoma Education Lottery
                  Act, (the “Act”), Title 3A, §701 et seq. of the Oklahoma Statutes, OLC must act for the benefit of the people of
                  Oklahoma through the operation of a lottery and strive to maximize net lottery proceeds in order to fund various
                  state educational programs.
         C.1.2.   The purpose of this Request for Proposals (RFP) is to invite responses (Proposals) from Vendors in the advertising
                  industry (Vendors) to provide full-service advertising and marketing support to OLC. Vendors should submit their
                  best and final proposal.
         C.1.3.   OLC projects total marketing expenses, including Media, Public Relations, Production, Special Events, Promotions
                  and Vendor compensation, to be a maximum of $4.5 million for the fiscal year ending June 30, 2010 (FY10). Actual
                  FY10 expenditures, and subsequent contract year expenditures, will be contingent on OLC achieving the
                  mandated net revenue levels in the Act and Board approval of OLC’s budget. In the event that additional funds
                  become available, OLC reserves the right to add funding to this contact.
         C.1.4.   It is OLC’s intent to select a single Vendor that is able to provide a comprehensive solution for OLC’s advertising
                  and marketing support operations. The State intends to execute one contract as a result of this procurement (the
                  Contract) encompassing all of the services contemplated in this RFP and Proposals shall be evaluated accordingly.
         C.1.5.   An RFP is being issued by DCS to take maximum advantage of the design capabilities, implementation knowledge
                  and operational knowledge of the Vendor for advertising and marketing support.
         C.1.6.   The Vendor must provide all services customarily performed by a full-service advertising agency to successfully
                  develop and conduct a comprehensive strategic advertising and marketing campaign to assist the OLC operation
                  in order to maximize net lottery proceeds for the benefit of the Oklahoma Education Lottery Trust Fund.
         C.1.7.   OLC is seeking proposals from qualified Vendors (advertising agencies) with an office located in the State of
                  Oklahoma or willing to establish an office in Oklahoma. If a Vendor has more than one office in Oklahoma, the
                  Vendor must specify which office would service the OLC account.
         C.1.8.   OLC Advertising Guidelines (Attachment F) - OLC advertising must in OLC’s judgement conform to the Advertising
                  Guidelines presented in Attachment F.


C.2.     SUMMARY OF KEY DATES
         The State reserves the right to change any dates contained in this RFP, including those shown below. If changes
         are made, the changes will be communicated in accordance with Section B.9.


                            Activity                                            Date
         RFP Issuance Date                                 June 9, 2009
         Deadline for Written Questions                    June 26, 2009 3:00 p.m. CST
         Answers to Written Questions Due                  July 10, 2009
         Proposals Due at DCS                              July 28, 2009 3:00 p.m. CST
         Proposal Closing                                  July 28, 2009 3:00 p.m. CST
         Selection of Finalists (if any)                   August 14, 2009
         Assignment of Agency Presentation                 August 17, 2009
         Agency Presentation Due                           August 24, 2009
         Final Evaluation Complete                         September 4, 2009
         Contract Award                                    September 22, 2009



DCS/PURCHASING                                                                                SOLICITATION PACKAGE - PAGE 9 OF 30
C.3.    OLC OBJECTIVES
        C.3.1.   OLC is committed to maximizing revenues for education programs in Oklahoma by providing entertaining lottery
                 products and quality customer service to retailers and players, while maintaining its integrity and the integrity of its
                 games.
        C.3.2.   All responses to this RFP shall reflect the following overall goals and objectives of OLC:
                 C.3.2.1. To achieve a minimum of thirty-five percent (35%) profit,
                 C.3.2.2. To make prize payouts of at least fifty percent (50%) of the amount of money from the actual sale of
                          lottery tickets;
                 C.3.2.3. To annually increase revenue to Oklahoma’s “Oklahoma Education Lottery Trust Fund”;
                 C.3.2.4. To market quality products that provide entertainment and customer satisfaction;
                 C.3.2.5. To ensure that OLC receives services from Vendors who are financially sound and experienced, and who
                          maintain favorable reputations within the advertising industry for contract performance;
                 C.3.2.6. To provide for innovative programs for advertising and the ability to quickly respond to changes in the
                          industry and the demands of the marketplace;
                 C.3.2.7. To ensure meaningful minority representation and a commitment to nondiscrimination, in accordance with
                          the Act;
                 C.3.2.8. To obtain quality goods and services at the most competitive price;
                 C.3.2.9. To adhere to the OLC Advertising Guidelines (Appendix F).
C.4.    VENDOR/ STATE RELATIONSHIP
        C.4.1.   This procurement will result in a relationship of mutual trust and respect between the Vendor that is selected to
                 provide these goods and services and OLC. The Vendor must continuously exhibit the same attitudes and
                 concerns towards the integrity, security and quality of OLC lottery games, financial performance, minority
                 participation and commitment to nondiscrimination as are held by the State.
        C.4.2.   The parties understand that the Vendor is an independent contractor with respect to the services provided, and not
                 an employee of the State and/or OLC. The State and/or OLC is not responsible for and will not provide benefits or
                 any obligation at law relating to employment. The Vendor is responsible for providing all salaries, benefits, taxes,
                 liability insurance, health insurance benefits, workers compensation insurance, paid vacation, or any other
                 employee benefit for the benefit of the Vendor or its employees in accordance with Federal, State and local
                 ordinances, statutes, rules or regulations.
C.5.    PROHIBITION ON BUYING TICKETS
The Act provides that no ticket or share shall be purchased by and no prize shall be paid to any officer, employee, agent, or
subcontractor of any Vendor or to any spouse, child, brother, sister, or parent residing as a member of the same household in the
principal place of residence of any such person if the officer, employee, agent, or subcontractor has access to confidential
information which may compromise the integrity of the lottery.
The provisions of this paragraph shall apply to any Vendor employees assigned a primary contact role on the OLC account.
If Vendor is awarded a contract by the State pursuant to this RFP, Vendor must provide to OLC a list of the complete legal name and
date of birth of such personnel and applicable family members as described in this section.
C.6.    STATEMENT OF WORK AND TECHNICAL SPECIFICATIONS
        C.6.1.   The objective of this RFP is to encourage Vendors to provide a solution for the challenges facing the OLC to grow
                 sales and maximize profits.
        C.6.2.   Vendors should be innovative in developing their Proposals; however, OLC also believes that Vendors should be
                 provided with guidelines as to the functionality desired by OLC. For this reason, OLC has provided these
                 specifications, requirements and functional features.
        C.6.3.   Any items that are not specifically mentioned in this RFP but which are integral to the smooth and efficient
                 operation of the proposed services should be included in a Vendor’s Proposal. Those items not specifically
                 requested under this RFP but proposed by the Vendor should be specifically identified in the appropriate sections
                 of the Proposal.
        C.6.4.   All required Vendor supplies and materials necessary for the Vendor’s service of the account are the Vendor’s
                 responsibility.
C.7.    ENGAGEMENT SPECIFICATIONS
The OLC advertising engagement is for the provision of advertising and related marketing services to provide information on lottery
operations, promote game entertainment elements to the public, while maximizing net proceeds available for educational purposes
and programs.
DCS/PURCHASING                                                                               SOLICITATION PACKAGE - PAGE 10 OF 30
C.8.    SCOPE OF SERVICES
        C.8.1.   The Vendor must provide all services customarily performed by a full service advertising agency necessary for the
                 creation and production of publications, literature, and materials for general distribution and for use in selected
                 media in order to develop an awareness and trial of OLC games.
        C.8.2.   Compensation for all required services of the contract that are performed by the Vendor’s staff must be covered by
                 the Vendor’s proposed compensation rate (see paragraph G.6.1). Requirements of the contract that are performed
                 by persons, and/or companies outside the Vendor’s staff (subcontracted) will be reimbursed to the Vendor at the
                 actual net cost incurred; no additional fees shall be charged OLC for these services.
C.9.    REQUIRED SERVICES
The categories of services listed below are for ease of use in proposal development only. The requirements listed under each
category may not be all-inclusive of the services that may be required in the performance of the contract. The required services may
not be exclusive to that category. The services are requirements of the Vendor regardless of which category they are listed under.
        C.9.1.   Account Services
                 C.9.1.1. Account Support
                 C.9.1.2. The Vendor must become familiar with lottery game advertising, research, products, promotions,
                          promotional materials and resources used in other lottery jurisdictions.
                 C.9.1.3. The Vendor shall recommend and/or analyze existing marketing research (both qualitative and
                          quantitative) for the purpose of refining advertising strategies and executable concepts.
                 C.9.1.4. The Vendor may assist in product development in conjunction with OLC game Vendors. These activities
                          may include, but not be limited to, the following:
                 C.9.1.4.1. Developing new game themes, names and ticket designs as requested.
                 C.9.1.4.2. Proposing improvements to existing games.
        C.9.2.   Reporting
                 C.9.2.1. The Vendor shall provide written reports reflecting activities, instructions and decisions made at meetings
                          and conferences related to the OLC account.
                 C.9.2.2. The Vendor shall submit a written status report (listing) weekly describing all work in progress to identify
                          services necessary for the timely completion of all OLC projects and campaigns.
        C.9.3.   Traffic Coordination
        The Vendor shall provide all internal traffic services necessary for the timely completion of OLC projects and campaigns.
        C.9.4.   Budgeting
                 C.9.4.1. For each campaign or project, the Vendor shall prepare and submit an estimated budget. Expenditures by
                          the Vendor will not be reimbursed unless they have the prior written approval of OLC as evidenced by a
                          signed estimate. Verbal approvals must be documented in writing within three (3) days of the verbal
                          approval.
                 C.9.4.2. The Vendor must maintain financial and accounting records and evidence pertaining to the contract in
                          accordance with generally accepted accounting principles and other procedures specified by the OLC. All
                          expenditures related to a project or campaign must be documented in a unique job folder kept specifically
                          for that project or campaign. This includes all internal allocated expenditures and external subcontracted
                          expenditures. These records must be made available at all reasonable times to the OLC and /or its
                          designees during the contract period and any extension thereof, and for five (5) years from the date of
                          final payment on the contract or extension thereof.
                 C.9.4.3. The Vendor shall maintain a listing of all approved estimates including a description of the expenditures
                          and the amounts.
                 C.9.4.4. The Vendor shall obtain competitive bids on any expenditures for the account as follows. Documentation
                          of the bid process must be included in the appropriate job folders:
                 C.9.4.4.1. Up to $2,500 – No bids required
                 C.9.4.4.2. $2,500 to $10,000– At least two phone bids
                 C.9.4.4.3. $10,001 and over – At least three bids
                 C.9.4.5. The Vendor shall pay for all charges, without reimbursement from OLC, including but not limited to:
                          postage charges, overnight deliveries, phone calls, facsimile charges, copying, etc., from the Vendor to
                          OLC representatives, suppliers, publishers, broadcasters, and others, except as specified below:
                 C.9.4.5.1. The OLC will pay all postage required for direct mail advertisement, brochures, letters, etc., to the
                            general public or a specialized market group if such correspondence is mailed in the name of or over the
DCS/PURCHASING                                                                              SOLICITATION PACKAGE - PAGE 11 OF 30
                            signatures of an official OLC contact as part of the approved advertising plan or with the prior written
                            approval of OLC.
                C.9.4.5.2. The OLC will reimburse the Vendor for distribution of dub tapes to media outlets.
                C.9.4.5.3. The OLC will reimburse the Vendor for shipping of various prizes to specified winners or media outlets
                           per prior approval by the OLC.
C.10.   Media Services
        C.10.1. Media Planning
                C.10.1.1.         The Vendor shall analyze the annual OLC marketing and advertising plan and related budget
                         and develop media plans and promotional stretch plans designed to produce maximum effectiveness for
                         each dollar expended. Promotional stretch plans will be expected to achieve a 1:1 ratio vs total media
                         dollars spent.
                C.10.1.2.         The Vendor shall be responsible for proposing an annual media plan for the subsequent
                         calendar year of each year beginning in January, 2010.
                C.10.1.2.1. The OLC annual advertising budget will be determined by OLC and provided to the Vendor by
                          October of the current calendar year.
                C.10.1.2.2. The marketing plan should take into consideration the OLC game(s) marketing plan and shall include,
                          but not be limited to, product positioning, promotional opportunities, branding strategies, and other plan
                          elements designed to maximize OLC new revenues.
                C.10.1.3.           Format and content of the plan must be approved in writing by OLC.
                C.10.1.4.         The Vendor shall evaluate monthly media use and placement to ensure maximum effectiveness
                         and shall provide the evaluation to the OLC with suggested revisions if necessary.
                C.10.1.5.          At the end of the calendar year, the Vendor shall provide an analysis of media and a comparison
                         of sales levels achieved in those areas with suggested media plan revisions if necessary. The OLC will
                         provide sales information to the Vendor as necessary.
        C.10.2. Media Management
                C.10.2.1.         The Vendor shall forward each proposed media buy to OLC for final approval. The proposed
                         media buy shall include all necessary scheduling details including the station, program and/or day part,
                         time period, target rating points estimated for the program, number of spots, cost per spot and cost per
                         rating point.
                C.10.2.2.          The Vendor shall forward approved advertisements in finished form to the appropriate media with
                         instructions for the fulfillment of the advertising order and ensure receipt by the appropriate media outlet.
                C.10.2.3.         The Vendor shall review and verify accuracy of all invoices from media outlets to ensure that all
                         advertisements were run, ratings levels were achieved and all spots were correctly billed. All media
                         outlets will be required to post media at 100% of what is booked.
                C.10.2.4.         The Vendor shall supply OLC at the end of the each month with details of scheduled ads that
                         were not run and indicate that those spots were not billed to OLC or, if billed, that incorrect charges will be
                         credited on the next invoice and/or the media outlet has scheduled make goods for the previously
                         scheduled ads.
                C.10.2.5.        The Vendor will either buy media to GRP goal or to budget goal based on the final direction from
                         the OLC.
                C.10.2.6.        The Vendor will provide all requested media research to include MRI, Scarborough and any
                         other media tool to better develop media plans and media buys.
        C.10.3. Media Buying
                C.10.3.1.           The Vendor shall provide media buying services as required by OLC.
                C.10.3.2.        The Vendor shall negotiate bonus spots with the media and identify            cooperative advertising
                         and promotional opportunities for OLC     consideration.
                C.10.3.3.        The Vendor shall negotiate media stretch and promotional spots with TV and radio stations to
                         maximize the impact of the OLC advertising dollars. Media stretch reports shall be provided quarterly to
                         OLC and summarized annually.
                C.10.3.4.           Vendor will be compensated for media buying services as provided in G.6.2.




DCS/PURCHASING                                                                              SOLICITATION PACKAGE - PAGE 12 OF 30
C.11.   Creative
        C.11.1. Creative Direction and Development
                 C.11.1.1.          The Vendor shall create advertisements for all media including, but not limited to, television,
                          radio, internet, transit, outdoor, print and direct mail.
                 C.11.1.2.        Prior to the development and implementation of any advertising campaign or project, the Vendor
                          shall meet with OLC to obtain approval of concept and related creative guidelines. All creative material
                          must be approved by OLC before production as evidenced by a signed work estimate.
                 C.11.1.3.          The Vendor shall develop and present strategies and plans for each campaign or project within
                          the time frames stipulated by OLC. Information for campaigns and projects will normally be available 2-6
                          months prior to implementation.
                 C.11.1.4.          The OLC may request Vendor to provide up to three versions of TV story-boards and scripts,
                          radio scripts, newspaper ads and other creative products when the Vendor makes creative presentations
                          to OLC. Any revisions requested by OLC must be completed as requested by OLC
                 C.11.1.5.          The Vendor shall develop promotional programs, services and materials as requested.
                 C.11.1.6.         The Vendor shall design and may be required to oversee production of collateral promotional
                          materials, which are defined as any items employed by OLC to promote, provide information, display
                          promotional materials and/or display the products sold by OLC. Such items include, but are not limited to,
                          permanent and non-permanent posters, counter cards, toppers, brochures, static cling decals, entry
                          boxes, header cards, or similar items, premium items, sell-in sheets, exhibits, brochure holders.
                 C.11.1.7.          Vendor shall provide all required script writing.
        C.11.2. Copyright
The Vendor shall be responsible for copyrighting, trademark searches and registration of all logos, commercials, and any other
related legal services necessary, as instructed and approved by OLC.
C.12.   Production Services
        C.12.1. The Vendor shall produce advertisements for all media including, but not limited to; television, radio, internet,
                transit, outdoor, print and direct mail.
        C.12.2. The Vendor shall submit for approval all estimates for media production. All estimates must indicate any
                subcontractors or other parties who will be involved in the production work and where those parties are located.
                Any production work to be performed outside the State of Oklahoma must be specified, and the Vendor must
                indicate that to the best of their ability Vendor attempted to locate services or facilities within Oklahoma and they
                were not adequate to complete the required work or are not competitively priced. Services to be provided outside
                Oklahoma must have prior written approval of OLC Executive Director.
        C.12.3. All materials produced must be pre-approved in writing by OLC.
        C.12.4. The Vendor shall oversee production of collateral promotional materials.
        C.12.5. The Vendor shall provide assistance with OLC promotions to include idea generation, negotiation and oversight of
                all services including but not limited to fulfillment, travel agencies, premium items, and other related items, prizes,
                promotional partners and supervision of all production activities related to the promotions.
        C.12.6. The Vendor shall provide all key line services and typesetting.
C.13.   Staff
The Vendor must dedicate at least 4 persons who will be the primary agency contacts for the OLC account/administrative service
team. OLC reserves the right to approve all personnel assigned to the account. The Vendor shall provide all necessary
secretarial/clerical support for their activities under the contract.
C.14.   Procurement of Prizes
        C.14.1. The Vendor shall purchase, on behalf of OLC, prizes such as vehicles, vacation packages, trips, electronics or
                other merchandise to be given away in conjunction with games whenever such purchases are determined by OLC
                to be in the best of interest of OLC.
        C.14.2. The cost of such items shall be a direct pass-through to the OLC, and no additional fees shall be charged by the
                Vendor for providing this service. Items are to be purchased in compliance with Section C.9.4 of this RFP.
C.15.   Public Relations Services
The Vendor shall supply all Public Relations services to include press release development and distribution, tracking and reporting
current media exposure, strategic planning, crisis management and press event coordination. All actions taken by Vendor on behalf
of the OLC must come with prior written approval from OLC. Compensation for public relations services must be included in
Vendor’s cost proposal (see G.6.2).

DCS/PURCHASING                                                                              SOLICITATION PACKAGE - PAGE 13 OF 30
C.16.    Optional Requirements
         C.16.1. Research
                  C.16.1.1.         The Vendor shall provide consumer research services as requested by OLC.
                  C.16.1.2.          If the Vendor provides any consumer research services, such as focus groups, internet surveys
                           or phone interviews the Vendor will be paid the rates quoted in G.6.1 for work prepared by the Vendor’s
                           staff or will be paid actual net cost for all approved work prepared outside the Vendor’s company. No
                           additional fees shall be charged to OLC by Vendor for this outside service.
         C.16.2. Other Optional Services
The Vendor shall define any other services available through the Vendor’s company which are not specifically mentioned in this RFP
but that would be available if requested by OLC. Vendor should provide their compensation proposal for these other optional services
in Section G.6.2 of Vendor’s proposal.
C.17.    LIMITATIONS AND EXCEPTIONS
If a Vendor has any limitations in regard to the capability of providing any of the services requested, these must be fully and clearly
specified in the Proposal.
C.18.    CREATIVE SAMPLES
         Each Vendor must submit with its written proposal the following items which it has previously produced:
         C.18.1. A complete advertising campaign representative of the Vendor’s work, preferably for a consumer product launch.
                 Points covered should include budget, objective, creative strategy, positioning, media strategy and execution, plus
                 post-buy analysis. The total narrative should not be longer than ten (10) pages excluding creative samples.
         C.18.2. Creative samples, from various branding and /or launch campaigns. A suggested list includes;
                  C.18.2.1.         Five (5) TV ads
                  C.18.2.2.         Five (5) radio ads
                  C.18.2.3.         Three (3) print ads- magazine or newspaper
                  C.18.2.4.         Photos (color prints) of one (1) outdoor campaign
                  C.18.2.5.         Five (5) point-of-purchase samples-(maximum variety among samples)
                  C.18.2.6.         Five (5) brochures-(maximum variety among samples)
              One sample from each sample type listed above should relate to the launch of a new product.
                  C.18.2.7.         Vendor shall explain why it selected each creative sample submitted.
                  C.18.2.8.         At least two (2) copies of all creative samples should be provided via electronic media.
C.19.    MEDIA PLAN
Vendors must provide the following items, including details of the proposed marketing approach:
         C.19.1. Media mix plan for start of contract through December, 2010 including but not limited to the following:
                  C.19.1.1.         Brand Awareness
                  C.19.1.2.         Instant Ticket Positioning
                  C.19.1.3.         Jackpot Awareness
                  C.19.1.4.         Beneficiary Awareness


         C.19.2. OLC will have final approval on any Vendor proposed media plan prior to plan implementation.
C.20.    MARKETING SERVICES
OLC expects the Vendor to play a significant role in OLC’s marketing program and Vendor will be required to work closely with OLC
and its other game Vendors as decisions are being made regarding games and implementation schedules.
C.21.    ADDITIONAL REQUIRED OPERATIONAL ITEMS
A Vendor must list other significant services, procedures, materials, supplies, programs, policies, equipment, facilities, etc.,
necessary for the successful daily operational aspects of the proposed services, even though there are no specific
requirements for those items listed in this RFP. The Vendor is not released from the responsibility of providing all needed
items to make the proposed services successful.



DCS/PURCHASING                                                                             SOLICITATION PACKAGE - PAGE 14 OF 30
C.22.   PRODUCTS AND SERVICES
All products and services contemplated in this RFP must be included in the Vendor’s Compensation Proposal provided in Section
G.6.
C.23.   ORDER OF PRECEDENCE
        C.23.1. The order of precedence among the Contract components shall be, first, a separately written and signed Contract,
                if any, and any amendments thereto; second, the RFP and any amendments thereto; third, the Vendor’s written
                proposal, including any clarifications requested and incorporated therein by the State. A higher-order document
                shall supersede a lower-order document to the extent necessary to resolve any inconsistencies between them, but
                silence on any matter in a higher-order document shall not negate or modify the provisions of a lower-order
                document as to that matter.
        C.23.2. In the event of a conflict in language between the documents referenced above, the provisions and requirements
                set forth and/or referenced in the written and signed Contract, if any, shall govern and if not set forth in a written
                Contract then the RFP shall govern. In the event that an issue is addressed in the Vendor’s proposal that is not
                addressed in the RFP, no conflict in language shall be deemed to occur. However, the State reserves the right to
                clarify any contractual relationship in writing, with the concurrence of the Vendor, and such written clarification shall
                govern in case of conflict with the applicable requirements stated in the RFP. In all other matters not affected by
                the written clarifications, if any, the RFP shall govern.
C.24.   CONTACT PERSON
        C.24.1. The sole point of contact for inquiries and additional information concerning this RFP is Laura Bybee:
        Department Of Central Services, Central Purchasing Division
        Phone #: 405-522-1037 Fax #: 405-522-1077
        e-mail address: Laura_Bybee@dcs.state.ok.us.
C.25.   STATEMENT OF UNDERSTANDING
This RFP sets forth the minimum requirements, specifications, functions, marketing services and equipment that must be provided by
Vendor. Any deviation from any requirement set forth in this RFP may affect the evaluation of a Proposal and may cause its rejection
as non-responsive.
C.26.   VENDOR CONTACT PERSON
        C.26.1. Vendor shall provide the name, address, telephone number, e-mail address and facsimile number of the person to
                provide notification or contact concerning questions regarding its Proposal.
        C.26.2. Until OLC is notified otherwise by the Vendor, this contact person shall serve as such to all joint venturers, strategic
                partners and Vendor team members throughout the term of the Contract.
C.27.   BACKGROUND INFORMATION
        C.27.1. OLC will investigate the financial responsibility, security and integrity of any Vendor that submits a Proposal.
        C.27.2. A Contract resulting from this RFP shall not be entered into with any Vendor who has not complied with the
                disclosure requirements. Any Contract with a Vendor who has supplied false disclosure information is voidable at
                the option of the State. A Contract with the Vendor who does not comply with the requirements for periodically
                updating such disclosures as specified during the term of the Contract may be terminated by the State.
        C.27.3. Attachment D and Attachment E will authorize access to the criminal history of the following persons, as well as the
                Vendor, as applicable: (a) if the Vendor is a corporation, the officers, directors and each stockholder of such
                corporation (or, in the case of a publicly-traded or privately held corporation, only those stockholders known to the
                corporation to own beneficially five percent (5%) or more of such corporation’s securities), as well as the same
                information for a parent corporation of such Vendor corporation (although information regarding stockholders of
                parent corporations need only be provided by those stockholders known to the corporation to own beneficially five
                percent (5%) or more of the corporation’s securities if the parent corporation’s shares are publicly traded); (b) if the
                Vendor is a trust, the trustee and all persons entitled to receive income or benefits from the trust; (c) if the Vendor
                is an association, the members, officers and directors; and (d) if the Vendor is a partnership or joint venture, all of
                the general partners, limited partners or joint ventures. If at least twenty-five percent (25%) of the services under
                this proposal are to be subcontracted, the Vendor shall provide all of the required information by this section for the
                subcontractor as if the subcontractor were itself the Vendor.
C.28.   BACKGROUND INVESTIGATIONS
        C.28.1. OLC will conduct background investigations, as required by law, of the Vendor and any of its officers, principals,
                investors, owners, employees or other associates in accordance with Section C.27.
        C.28.2. OLC will pay the cost of these background investigations.
C.29.   FINANCIAL SOUNDNESS
DCS/PURCHASING                                                                              SOLICITATION PACKAGE - PAGE 15 OF 30
Vendor must demonstrate the ability to provide the services requested by OLC and described by the Vendor’s proposal. Vendors
must also disclose any outside resources that will be utilized, with adequate information to permit an evaluation of its capa bilities to
undertake and satisfactorily complete the Contract.
C.30.    MISUNDERSTANDING OR LACK OF INFORMATION
By submitting a Proposal, Vendor agrees that they fully understand and will abide by the terms and conditions of this RFP and will
not make any claims for, or have any rights to, cancellation, remedy or relief because of any misunderstanding or lack of information.
C.31.    EXPERIENCE
         C.31.1. Vendor’s proposal must include substantial evidence of the Vendor’s and its staffs’ ability to undertake the services
                 required and outlined in this RFP.
         C.31.2. Vendor and any strategic partners and prime contractor team members must outline their qualifications and
                 experience in the marketing, advertising and promotion of the lottery games or other games of chance in the
                 consumer product industry, as well as that of any subcontractors. Specifically, Vendor shall indicate
                  C.31.2.1.          any work done for a state or provincial lottery;
                  C.31.2.2.          any current or proposed personnel with experience on lottery accounts;
                  C.31.2.3.          any experience with the launch of new consumer products;
                  C.31.2.4.          any experience with governmental entities or instrumentalities
                  C.31.2.5.          the size of the Vendor’s proposed organization in Oklahoma; and
                  C.31.2.6.          the continuous years the organization has been in operation.
         C.31.3. Vendor and any and all strategic partners and/or subcontractors must show evidence of full-service capability,
                 account service, media planning and buying, creative staff, accounting, traffic and research.
         C.31.4. Vendor must demonstrate overall experience in the functions described in this RFP. In addition any and all
                 strategic partners, prime contractor team members and/or subcontractors proposed to perform specific tasks,
                 duties or functions must clearly demonstrate that they possess the qualifications and experience necessary to fulfill
                 the relevant requirements of the RFP.
         C.31.5. Each Vendor shall list its three (3) largest clients and contact information for the same.
         C.31.6. OLC and DCS reserves the right to verify all information provided via direct contact with a Vendor, joint venturer’s,
                 strategic partner’s, prime contractor team member’s and subcontractor’s prior project or client personnel. Vendor
                 and its joint venturers, strategic partners, prime contractor team members and subcontractors agree to provide any
                 release necessary for OLC to check on any previous projects.
         C.31.7. Misstatements of experience, scope of prior projects or results thereof may result in the disqualification of the
                 Proposal.
C.32.    PROJECT STAFF
         C.32.1. Vendor’s proposal shall include an organizational diagram and staffing plan. Lines of authority for the personnel to
                 be used on the OLC account should be included along with detailed resumes of all proposed personnel.
         C.32.2. Key staff including the person(s) assigned to the OLC account must be identified. The nature and scope of each
                 person’s responsibilities and duties must be outlined.
         C.32.3. Vendor shall state what percentage of time each person is available to perform the work if the Vendor is awarded
                 the contract.
         C.32.4. OLC requires a minimum of one (1) OLC account person ”officing” in the Oklahoma City area if the Vendor is not
                 an Oklahoma City area Vendor.
         C.32.5. OLC reserves the right to give final approval to individuals assigned to the OLC account.
C.33.    COMMITMENT TO MINORITY PARTICIPATION
         C.33.1. Section 714 of the Oklahoma Education Lottery Act provides the following:
         C.33.2. “It is the intent of the people of this state that the Oklahoma Lottery Commission encourage minority business to
                 participate in contracts with the Commission. Accordingly, the board of trustees of the Oklahoma Lottery
                 Commission shall adopt a plan which achieves to the greatest extent possible a level of participation by minority
                 businesses taking into account the total number of all retailers and Vendors, including any subcontractors. The
                 Commission shall undertake training programs and other educational activities to compete for contracts on an
                 equal basis. The board shall monitor the results of minority business participation and shall report the results of
                 minority business participation to the Governor and the Legislature at least on an annual basis.”
         C.33.3. Vendors should indicate in their proposal how they propose to address this requirement of the Act. Vendors should
                 provide sufficient detail in their proposal to allow OLC to determine the extent to which the Vendor has, or will,

DCS/PURCHASING                                                                               SOLICITATION PACKAGE - PAGE 16 OF 30
                 adhere to the letter and spirit of the Act and to the specific details of the Vendor’s proposal. This requirement of the
                 Act, the Vendor’s proposal and the Vendor’s performance will be monitored by OLC on a continuous basis.
        C.33.4. The Vendor will be required to provide OLC on November 1 of each contract year a detailed annual report outlining
                its performance with respect to minority participation for the previous year. This report will be due at an annual date
                to be determined by OLC and which will permit OLC sufficient time to report to the Governor and Legislature as
                required by the Act.
        C.33.5. OLC reserves the right to meet with the Vendor’s authorized representative at any time during the year to review
                Vendor’s progress and results with minority participation as outlined in Vendor’s proposal.
        C.33.6. The Vendor shall notify the Executive Director in writing of any material change to its proposed program of minority
                participation, the way the change is material and how it may positively or negatively impact the Vendor's
                compliance with Section 714 of the Oklahoma Education Lottery Act. Such written notification should be provided
                in a timely manner, but in no case less than thirty (30) days following the effective date of the change.
C.34.   PRIME VENDOR (CONTRACTOR)
        C.34.1. This RFP is for a single award for advertising and marketing support services. The State will consider the winning
                Vendor to be the prime contractor and the sole point of contact with regard to contractual stipulations and to
                include payment for the services.
        C.34.2. All payments for services rendered will be made to the prime contractor only. Neither the State nor OLC will have
                any liability for payments to a subcontractor.


C.35.   SUBCONTRACTING
        C.35.1. If a Proposal includes multiple Vendors, it must define completely the responsibilities that each entity that is a part
                of a joint venture, strategic partnership or prime contractor team proposes to undertake, as well as the proposed
                responsibilities of each.
        C.35.2. The Proposal must designate a single authorized official from one of the entities to serve as the primary contact
                between OLC and the joint venture, strategic partnership or prime contractor team.
        C.35.3. Any Proposal (Section E.1) resulting from a joint venture, strategic partnership or any other proposal including work
                by any entity other than the primary contractor must be signed by an authorized officer or agent of each entity. All
                signatures are to be original signatures.
        C.35.4. An entity which is part of a joint venture, strategic partnership or prime contractor team included in the submission
                of a joint Proposal will be jointly and severally liable during the term of the Contract.
        C.35.5. The Vendor that submits a Proposal whereby a subcontractor will provide some portion of the specifications of this
                RFP shall retain ultimate responsibility for all design, implementation, operation and maintenance services
                provided by any subcontractor and any claims or liabilities arising from or related to the subcontractor’s
                performance. Each subcontractor of a prime contractor must comply with all of the requirements contained in this
                RFP.


D. EVALUATION
D.1.    PROPOSAL EVALUATION
        D.1.1.   It is the intent of the evaluation procedure to determine a Proposal which best meets the needs of OLC, as outlined
                 in this RFP, and provides the best value for OLC.
        D.1.2.   The deadlines stated are critical. It is not the intent of the State to disqualify any Proposal based on minor
                 technicalities; however, the State reserves the right to determine if a particular deficiency is significant enough to
                 disqualify the Proposal.
        D.1.3.   Evaluation Committee
                 D.1.3.1. The State intends to conduct an evaluation of all Proposals received using an evaluation committee (the
                          “Committee”) established by OLC.
D.2.    Evaluation Procedure
        D.2.1.   The cost portion of a Proposal shall not be opened until after the evaluation of the technical component is
                 completed (Section D.2.3).
        D.2.2.   The Contracting Officer (Section C.24) may request clarification of information or representations in a Proposal,
                 address technical questions or seek additional information regarding any Proposal. Requests for clarification from
                 Vendors and any information received in response thereto will be in, and will become part of, the evaluation record
                 and/or the contract.

DCS/PURCHASING                                                                               SOLICITATION PACKAGE - PAGE 17 OF 30
       D.2.3.   The evaluation may at OLC’s sole discretion consist of two (2) phases:
                D.2.3.1. Phase One (1): OLC’s evaluation of initial proposals.
                D.2.3.2. Phase Two (2): OLC reserves the right to select up to three (3) finalists who may advance to the second
                         phase of the evaluation, if a second phase is warranted. It is up to the sole discretion of the OLC to
                         consider a second phase if necessary.
                D.2.3.3. In the event OLC deems a second phase evaluation to be necessary, finalists will be selected to advance
                         to the second phase of the evaluation process which will be based on various criteria which may include
                         creative approach and personal interviews following Vendor’s completion of a creative assignment. This
                         portion of the evaluation will include a creative project, site visits to Vendor’s facilities, personal interviews
                         with the Vendor’s proposed staff and other reviews by OLC to evaluate Vendor’s capabilities.
                D.2.3.4. The points awarded in the second phase of the evaluation, if any, will be added to the points awarded in
                         the first portion of the evaluation to determine the overall best proposal.
       D.2.4.   When the evaluation is completed, the Committee will prepare a written recommendation to the Executive Director
                of OLC, who may meet with the Committee to ask questions regarding the recommendation. The Executive
                Director shall then submit the final written recommendation to the Board of Trustees (Board) for the Board’s
                consideration. Before the Contract may be awarded to a Vendor, the Executive Director must obtain the Board’s
                approval of such Contract award. The Board may approve, disapprove, amend or modify the terms of the
                recommendation by the Executive Director. DCS will notify the Vendor in writing of the Contract award.
       D.2.5.   Neither the committee, OLC or the Board shall announce or reveal their decision regarding Vendor evaluation or
                recommendation for award in any public manner or forum, including Board meetings, until DCS has issued the
                award of Contract.
       D.2.6.   The State will award a contract resulting from this RFP to the Vendor whose proposal provides the best value to
                the State. Best value means an acquisition based on criteria, which may include, but are not limited to those
                specified below (which are not necessarily listed in order of importance):
                D.2.6.1. the acquisition’s operational cost a state agency would incur.
                D.2.6.2. the quality of the acquisition, or its technical competency.
                D.2.6.3. the reliability of the bidder’s delivery and implementation schedules.
                D.2.6.4. the acquisition’s facilitation of data transfer and systems integration.
                D.2.6.5. the acquisition’s warranties and guarantees and the bidder’s return policy.
                D.2.6.6. the bidder’s financial stability.
                D.2.6.7. the acquisition’s adherence to the state agency’s planning documents and announced strategic program
                         direction.
                D.2.6.8. the bidder’s industry and program experience and record of successful past performance with acquisitions
                         of similar scope and complexity.
                D.2.6.9. the anticipated acceptance by user groups.
                D.2.6.10.        the acquisition’s use of proven development methodology and innovative use of current
                         technologies that lead to quality results.

E. INSTRUCTIONS TO SUPPLIER
E.1.   PROPOSAL SUBMISSION
       E.1.1.   Proposals must be received in the Office of the Department of Central Services, Central Purchasing Division, 2401
                N Lincoln Blvd, Ste 116, Oklahoma City, OK, 73105, no later than 3:00 pm CDT on July 28, 2009 in sealed
                containers. The sealed containers are to be clearly marked with the RFP number and closing date and time. Late
                Proposals will not be accepted. (See Section A.2.)
       E.1.2.   A Vendor should submit a signed original and five (5) reproduced copies of its proposal. Copies are to include work
                samples. The container containing the original bid must be identified on the outside of the container(s) as such.
       E.1.3.   One (1) copy of the cost portion of the Proposal must be submitted in a sealed and clearly labeled envelope
                separate from the information required by other sections of this RFP.
       E.1.4.   Signatures on solicitation documents: All signatures required on any proposal document shall be original unless
                otherwise authorized by state law and approved by the State Purchasing Director. An original signature shall be
                properly executed by an authorized person, signed in ink, and notarized with full knowledge and acceptance of all
                its provisions. A facsimile or photocopy of an original signature will not be accepted.
       E.1.5.   Responses are required for all items in this RFP and all Attachments. Original signatures are required for any
                Attachments referenced within this RFP.

DCS/PURCHASING                                                                               SOLICITATION PACKAGE - PAGE 18 OF 30
E.2.    PROPOSAL PREPARATION
        E.2.1.   Vendors must prepare and submit Proposals following the format of this RFP. Vendors should make every attempt
                 to clearly identify in their proposal where specific information corresponding to requirements in the RFP can be
                 found.
        E.2.2.   A Proposal shall be prepared simply and economically to provide a straightforward and concise but complete
                 delineation of the capabilities of a Vendor to satisfy the requirements set forth in this RFP, in accordance with the
                 format prescribed in this RFP. Proposals that do not comply with this format may not be considered.
        E.2.3.   The words “shall,” “must” and “will” denote material and essential requirements of this RFP. Failure to comply with
                 any material and essential requirement will result in rejection of a Proposal at the sole discretion of the State.


F. CHECKLIST
F.1.    MANDATORY COMPONENTS
        F.1.1.   Vendor should specifically note that all of the Attachments in Section H, must be signed and returned with the
                 proposal.
        F.1.2.   The Vendor must submit Attachment D and its officers and directors as described in Section C.27.3 must submit
                 Attachment E. If a Vendor is a direct or indirect subsidiary of a corporation whose shares are publicly traded, then
                 the parent corporation is also required to submit Attachment D for the parent corporation and Attachment E for any
                 stockholder owning 5% or more beneficial interest in the parent corporation. If the Vendor is publicly held, its
                 stockholders known by the Vendor to have a 5% or greater beneficial interest in the Vendor must complete
                 Attachment E. All stockholders of Vendors that are not publicly traded, and all stockholders of parent corporations
                 that are not publicly traded, must submit Attachment E. If at least twenty-five percent (25%) of the services under
                 this proposal are to be subcontracted, the Vendor shall provide Attachments D and E for the subcontractor(s) as if
                 the subcontractor(s) were itself the Vendor.
F.2.    DISCLOSURE OF LITIGATION
        F.2.1.   The disclosure required in Attachment C is a continuing obligation.
        F.2.2.   Attachment C requests information that is required, including the disclosure of some previously resolved litigation
                 matters. Unless otherwise specified, no time period is applicable. Regarding civil litigation for matters other than
                 bankruptcy, insolvency and reorganization, disclosure is limited to pending litigation.
        F.2.3.   Prior to the award of the Contract, Vendor must submit to OLC written updates to such disclosure promptly after
                 Vendor becomes aware of any changes to such information. The Vendor must continue to update such information
                 throughout the term of the Contract.
        F.2.4.    If at least twenty-five percent (25%) of the services under this proposal are to be subcontracted, the Vendor shall
                 provide Attachments D and E for the subcontractor(s) as if the subcontractor(s) were itself the Vendor.

G. PRICE AND COST
G.1.    INTRODUCTION
The objective of this RFP is to provide Vendor compensation for excellent performance while ensuring that OLC will achieve its
desired goals regarding advertising operations, net revenue maximization and operating efficiency. A Proposal must meet both the
immediate and long-term needs of OLC.
G.2.    COMPENSATION
        G.2.1.   OLC will compensate the Vendor based on a percentage of the net dollar value of all approved media placed by
                 Vendor. This compensation covers all services provided under the contract except as follows:
                 G.2.1.1. Research
Any consumer research services such as focus groups, internet surveys or phone interviews, prepared outside the Vendor’s
company and pre-approved by OLC will be reimbursed at actual net costs (see Section C.16.1).
                 G.2.1.2. Other Optional Services identified pursuant to Section C.16.2 should be identified in the Vendor’s
                          Compensation Proposal, Section G.6.2.
                 G.2.1.3. Media Buying Services
If media buying services are provided by the Vendor. Vendor costs are a part of the rates quoted in G.6.1 for work completed by the
Vendor’s staff. Vendor will be paid actual net cost for all approved work, prepared outside the Vendor’s company; no additional fees
shall be charged to OLC by Vendor for this outside service.




DCS/PURCHASING                                                                              SOLICITATION PACKAGE - PAGE 19 OF 30
         G.2.2.   Vendor must complete the Vendor’s Compensation Proposal Form and submit such as provided in Section E.1.3.
         G.2.3.   Vendors are reminded that the cost quotation should cover all services covered by this RFP and to be provided by
                  the Vendor during the term of the Contract.
         G.2.4.   In accordance with Title 74, Section 85.40 all Vendor travel expenses to be incurred by the Vendor that are part of
                  a service contract shall be included in the total price proposal. The Vendor shall pay for all travel-related expenses
                  incurred by their staff in meetings with or on behalf of the OLC at any location. It is anticipated that most
                  meeting/presentations will take place at the OLC office in Oklahoma City.
         G.2.5.   Travel related costs for creative and production personnel for television productions and press checks/color
                  approvals will be reimbursed at actual costs in accordance with the Oklahoma State Travel Reimbursement Act;
                  such travel must be pre-approved by OLC. (Title 74, Section 500.1 et seq.)
G.3.     PAYMENT
         G.3.1.   Payment shall be billed in arrears. The purchase order number and/or OLC project numbers must appear on all
                  invoices. If Vendor fails to provide the purchase order number, it may result in the delayed payment of the invoice.
         G.3.2.   Purchases by the State of Oklahoma are not subject to any sales tax or Federal excise tax. Tax exemption
                  certificates shall be furnished upon request.
         G.3.3.   Upon determination of the amount due to the Vendor for any billing cycle invoices will be processed in an
                  expedited manner.
G.4.     ADDITIONS OR DELETIONS
The State reserves the right to add or delete items, agencies or locations, as determined to be in the best interest of the State of
Oklahoma. Added items, agencies or locations will be related to those on contract and additions or deletions will not represent a
significant increase or decrease in size or scope of the contract. Such additions or deletions will be by mutual agreement, will be at
prices consistent with the original price proposal, and will be evidenced by issuance of a written contract modification/change order
from DCS.
G.5.     COMPENSATION DURING TRANSITION
The current advertising contract expires December 31, 2009. Should this RFP result in a change in contracting Vendor, the new
Vendor will be expected to begin its transition to the OLC account effective with the date of contract award through and including
December 31, 2009 and with the understanding that no compensation will be due or payable to Vendor until after January 1, 2010


                                   [Remainder of page intentionally left blank.]




DCS/PURCHASING                                                                               SOLICITATION PACKAGE - PAGE 20 OF 30
G.6.   VENDOR’S COMPENSATION PROPOSAL
       G.6.1.   Percentage of net dollar value of approved media placed (Section G.2.1):
       ____________%
       G.6.2.   Other Optional Services (Section C.16.2) (attach additional pages if necessary):
       Service Description and Compensation Proposal:
       __________________________________________________________________
       __________________________________________________________________
       __________________________________________________________________
       __________________________________________________________________
       __________________________________________________________________
       __________________________________________________________________
       __________________________________________________________________
       __________________________________________________________________
       __________________________________________________________________
       __________________________________________________________________
       __________________________________________________________________
       __________________________________________________________________
       __________________________________________________________________
       __________________________________________________________________
       __________________________________________________________________
       __________________________________________________________________



       G.6.3.   Name (Printed): ___________________________________________________

                Title: ____________________________________________________________

                Signature: ________________________________________________________
       G.6.4.   Each individual page of Vendor’s Compensation Proposal must contain the name, title and signature requested in
                Section G.6.3.




DCS/PURCHASING                                                                          SOLICITATION PACKAGE - PAGE 21 OF 30
H. ATTACHMENTS


H.1.   ATTACHMENT A – VENDOR CERTIFICATION
H.2.   ATTACHMENT B- PROPOSAL SIGNATURE AND CERTIFICATION
H.3.   ATTACHMENT C- FINANCIAL RESPONSIBILITY, SECURITY AND INTEGRITY FORM
H.4.   ATTACHMENT D- AUTHORIZATION FOR VENDOR BACKGROUND INVESTIGATION
H.5.   ATTACHMENT E- RELEASE OF LIABILITY AND AUTHORIZATION FOR A BACKGROUND AND
       FINANCIAL INVESTIGATION
H.6.   ATTACHMENT F- ADVERTISING GUIDELINES




DCS/PURCHASING                                                SOLICITATION PACKAGE - PAGE 22 OF 30
                                          ATTACHMENT A

                                    VENDOR CERTIFICATION
I hereby do certify as follows:
   1. the initial prices and other terms and provisions included in the Proposal submitted by
   ________________________________(the “Vendor”) are accurate and binding for 180 days from the
   Proposal due date (the “Proposal Offer Period”);
   2. all charges are, to the best of my knowledge, accurate and complete;
   3. the Vendor acknowledges and agrees that this Proposal will be considered valid and irrevocable for
   the Proposal Offer Period and, if an award is not made within the Proposal Offer Period or if a Contract
   with the Vendor is for any reason not executed within the Proposal Offer Period, it shall be incumbent
   upon the Vendor to notify the designated contact person in writing if it does not want its Proposal to be
   further considered beyond the Proposal Offer Period (i.e., in the event of a breach or termination, OLC
   may decide to return to the remaining Vendors’ Proposals). Failure on the part of the Vendor to notify the
   designated contact person will mean that its Proposal remains valid even after the Proposal Offer Period;
   4. the cost and other terms and provisions contained in the Proposal accurately reflect the Vendor’s
   total proposed cost, including any applicable discounts, and the Vendor would deliver the services and
   related items for that amount and according to those terms and provisions if OLC wanted to accept the
   prices and other terms and provisions described in its Proposal without further consideration;
   5. all inquires to OLC and other pre-Proposal review and evaluation efforts have been completed and
   that no extra costs or payments to any entity, including this Vendor, will be allowed for any
   miscalculation, deficiency, oversight and failure to make suggestions regarding possible additional needs
   for desired features, or any other difference in cost if later discovered;
   6. by submission of this Proposal, the Vendor agrees to fully comply with all requirements of the RFP,
   and its separate parts, and any deviation noted in the Vendor’s submission may be the basis for rejection
   of its Proposal by the State without recourse;
   7. the Vendor has read and understands the Act and all of the requirements contained in the RFP and
   any amendments thereto, the responses to written questions submitted by Vendors on or before 3:00
   p.m. (CDT), June 26, 2009, and its Proposal, and agrees to be bound by all the terms and conditions
   contained in each of these documents, without exception;
   8. the Vendor has taken appropriate steps to completely and fully familiarize itself with the requirements
   of the RFP in order to render full performance under any resulting relationship between OLC and the
   Vendor; and
   9. the Vendor had the opportunity to submit written questions regarding the RFP and thereby address
   any concerns related to the RFP, and, therefore, the Vendor has availed itself of every opportunity to
   understand its obligations contained in the RFP and any amendments thereto, the response to written
   questions and the Proposal.
________________________________________________________________
(Signature of Authorized Representative)


________________________________________________________________________
(Print Name)

________________________________________________________________________
(Title)

________________________________
(Date)
DCS/PURCHASING                                                           SOLICITATION PACKAGE - PAGE 23 OF 30
                                       ATTACHMENT B
                 PROPOSAL SIGNATURE AND CERTIFICATION


I certify that this Proposal is made without prior understanding, agreement, or connection with any
corporation, firm or person submitting a Proposal for the same materials, supplies, equipment or
services and is in all respects fair and without collusion or fraud. I understand collusive bidding is a
violation of State and Federal Law and can result in fines, prison sentences and civil damage
awards. I understand and agree to abide by all conditions of the RFP and this Proposal and certify
that I am authorized to sign this Proposal for:



________________________________________________________________________
                         (Name of company submitting Proposal)
Date: _______________________

Authorized Signature: ______________________________________________


Print Name: ______________________________________________________

Title: ____________________________________________________________

Company Name: ____________________________________________________




DCS/PURCHASING                                                        SOLICITATION PACKAGE - PAGE 24 OF 30
                                          ATTACHMENT C

                 FINANCIAL RESPONSIBILITY, SECURITY AND INTEGRITY FORM

The Oklahoma Education Lottery Act provides that at the time of submitting a bid, proposal, or offer
to the State, OLC may require the information outlined below from Vendors. In addition, Oklahoma
Law requires that this same information be provided for ANY subcontractors utilized by a Vendor if
the cost of the subcontractor is equal to or more than twenty-five percent (25%) of the estimated
cost of this contract.
[These pages may be copied and used as needed]

PLEASE PROVIDE THE FOLLOWING INFORMATION:
1. A disclosure of the name and address of the Vendor and, as applicable, the names and
   addresses of the following:
   a. if the Vendor is a corporation, the officers, directors, and each stockholder of the corporation.
       In the case of owners of equity securities of a publicly traded corporation, only the names
       and addresses of those known to the corporation to own beneficially five percent (5%) or
       more of such securities need be disclosed,
   b. if the Vendor is a trust, the trustee and all persons entitled to receive income or benefits from
       the trust,
   c. if the Vendor is an association, the members, officers, and directors, and
   d. if the Vendor is a partnership, limited liability company or joint venture, all of the general
       partners, limited partners, members or joint venturers;
2. A disclosure of all the states and jurisdictions in which the Vendor does business and the nature
   of the business for each such state or jurisdiction;
3. A disclosure of all the states and jurisdictions in which the Vendor has contracts to supply
   gaming goods or services, including, but not limited to, lottery goods and services, and the
   nature of the goods or services involved for each such state or jurisdiction;
4. A disclosure of all the states and jurisdictions in which the Vendor has applied for, has sought
   renewal of, has received, has been denied, has pending, or has had revoked a lottery or gaming
   license of any kind or had fines or penalties assessed to the license, contract, or operation of the
   Vendor and the disposition of such in each such state or jurisdiction. If any lottery or gaming
   license or contract has been revoked or has not been renewed or any lottery or gaming license
   or application has been either denied or is pending and has remained pending for more than six
   (6) months, all of the facts and circumstances underlying the failure to receive such a license
   shall be disclosed;
5. A disclosure of the details of any finding, conviction, or adjudication of guilt of the Vendor, or a
   person named pursuant to the provisions of paragraph 1 of this subsection with respect to such
   Vendor, in a state or federal court for any felony or any other criminal offense other than a traffic
   violation. If the Vendor, or a person named pursuant to the provisions of paragraph 1 of this
   subsection with respect to such Vendor, is awaiting sentencing on a plea of guilt or nolo
   contendere to a felony or any other criminal offense other than a traffic violation, disclosure of
   the details of any such plea shall also be made pursuant to the provisions of this paragraph;
6. A disclosure of the details of any bankruptcy, insolvency, reorganization, or corporate or
   individual purchase or takeover of another corporation, including bonded indebtedness, or any
   pending litigation of the Vendor, or a person named pursuant to the provisions of paragraph 1 of
   this subsection with respect to such Vendor; and
DCS/PURCHASING                                                        SOLICITATION PACKAGE - PAGE 25 OF 30
7. Attach verification of authorization to conduct business in the State of Oklahoma.
8. For each member of the Vendor Team, if applicable, list the details of any finding or plea,
   conviction or adjudication of guilt in a state or federal court, or in another jurisdiction, of any
   present employee, or past employee within ten (10) years for any felony or misdemeanor
   involving gambling, theft, computer offenses, forgery, perjury, dishonesty or for unlawfully selling
   or providing a product or substance to a minor by (attach additional sheets if necessary):
   (a) Name of Individual
   Charge: ______________________________________________________________
   Date of proceeding: ____________________________________________________
   Custodian of records concerning this proceeding: _____________________________
   _____________________________________________________________________
   Outcome of proceeding: _________________________________________________
   (b) Name of Individual
   Charge: ______________________________________________________________
   Date of proceeding: ____________________________________________________
   Custodian of records concerning this proceeding: _____________________________
   _____________________________________________________________________
   Outcome of proceeding: _________________________________________________
   (c) Name of Individual
   Charge: ______________________________________________________________
   Date of proceeding: ____________________________________________________
   Custodian of records concerning this proceeding: _____________________________
   _____________________________________________________________________
   Outcome of proceeding: _________________________________________________
    (d)      Name of Individual
   Charge: ______________________________________________________________
   Date of proceeding: ____________________________________________________
   Custodian of records concerning this proceeding: _____________________________
   _____________________________________________________________________
   Outcome of proceeding: _________________________________________________
9. List the business entities and individuals that are a part of the Vendor Team, and list the years
    involvement for each team member. Complete an Attachment D for each business entity and an
    Attachment E for each individual.
10. List all the individuals constituting the Vendor Team who will work on the OLC project. Complete
    an Attachment E for each.
11. Does the Vendor Team or any individual member thereof have an ownership interest in any
    entity that has supplied consultation services under contract to OLC regarding this RFP? If yes,
    please provide details. If no, so affirm.
12. Does any state elected official have a substantial financial interest in the business enterprise of
    the Vendor or any member of the Vendor Team? If yes, please provide details. If no, so affirm.
DCS/PURCHASING                                                       SOLICITATION PACKAGE - PAGE 26 OF 30
    Substantial financial interest is defined in 3A Oklahoma Statutes Section 716(C) as including,
    but not limited to, an ownership interest of 5% or more.
13. List any conflict of interest with the products, promotions and goals contemplated by OLC that
    could result from other projects in which the Vendor Team or any of the staff members
    designated to work on this project are involved. Failure to disclose any such conflict may be
    cause for Contract termination or disqualification of the Proposal.
14. List all lobbyists and consultants working on behalf of the Vendor Team in connection with this
    Proposal or any subsequent Contract.
15. DEBARMENT/SUSPENSION: In accordance with 31 USCA 6101, Executive Order 12549, the
    Vendor certifies that they are not presently or have not in the last three (3) years been debarred,
    suspended or proposed for debarment, declared ineligible by any federal department or agency,
    or convicted of a fraud-related crime.

I, _________________________________________________________, hereby certify that I am
duly authorized to act on behalf of the Vendor and Vendor Team. In that capacity, I hereby certify
that the Vendor and all members of the Vendor Team have filed appropriate tax returns as provided
by the laws of the State of Oklahoma. I further warrant that the information contained in this
Responsibility, Security, Integrity and Financial Form is true and complete, and acknowledge that a
finding that it is not true or complete may result in a cancellation of the Contract.

I further certify that the Vendor and each member of the Vendor Team recognizes and
acknowledges that there are certain limitations on their activities, now and in the future, including,
but not limited to, limitation on certain political contributions, limitation of the ability to submit
proposals, in response to subsequent request for proposals issued by OLC, limitation on the ability
to enter into or perform contracts or other arrangements with certain third parties, and limitation on
the ability to purchase lottery tickets. The restrictions on the ability to purchase lottery tickets and
entering into contracts or other arrangements apply to the employees of the Vendor and the
members of the Vendor Team as well as the members of all such employees’ households, and the
Vendor and each member of the Vendor Team as noted in Paragraph 1 will enforce such
restrictions upon its employees and subcontractors. If Vendor is awarded a contract by the State
pursuant to this RFP, Vendor will provide to OLC a list of the complete legal name and date of birth
of such personnel and applicable family members as described in Section C.5 of the RFP.

Date:     ________________


Printed Name: ___________________________________________________


Signature: _______________________________________________________

Title: ___________________________________________________________




DCS/PURCHASING                                                        SOLICITATION PACKAGE - PAGE 27 OF 30
                                           ATTACHMENT D

                 AUTHORIZATION FOR VENDOR BACKGROUND INVESTIGATION

I (print full legal name)__________________________________________________, hereby
authorize the Oklahoma Lottery Commission and/or the Oklahoma State Bureau of Investigation
(OSBI) to conduct a Vendor background investigation (Okla. Code Ann. § 4-51-124(b)) including the
criminal and financial credit history of
__________________________________________________.
Print full legal name of business to be investigated

I hereby release all organizations, individuals, agencies, and other employees and agents from any
liability that may result from their furnishing such information and authorize all organizations,
individuals, agencies, and their employees and agents contacted by the Oklahoma Lottery
Commission or the OSBI to provide such information. By signing this authorization, I am confirming
that I have the legal authority to grant this authorization. A photocopy of this release will be valid as
an original thereof, even though said photocopy does not contain an original writing of my signature.

Business Address: ________________________________________________________

City/State/Zip Code: ______________________________________________________

Date: ________________

Printed Name: ___________________________________________________

Signature: _______________________________________________________

Title: ___________________________________________________________

State of ________________
County of ________________

Signed or attested before me on _______________, ______________.

                                          ___________________________
              (Seal, if any)              Notary Signature

                                          My commission expires: _______________
                                                My commission #:________________




DCS/PURCHASING                                                         SOLICITATION PACKAGE - PAGE 28 OF 30
                                 ATTACHMENT E
    RELEASE OF LIABILITY AND AUTHORIZATION FOR A BACKGROUND AND FINANCIAL
                                 INVESITGATION

I hereby authorize the Oklahoma Lottery Commission (OLC) and the Oklahoma State Bureau of
Investigation (OSBI), or their authorized agents to conduct a thorough and complete background
and financial investigation concerning me and grant the OSBI and OLC full access to all my past
and present financial and credit records, business records, employment records, court records,
investment records and records of memberships in organizations. I further authorize the OSBI and
the OLC or their designated agents to receive any criminal history record information pertaining to
me that may be in the files of any criminal justice agency.

I do hereby release, absolve and forever hold harmless the OSBI and the OLC and their
employees, along with any organization or individual providing information to the OSBI or OLC, from
any and all causes of action accrued to me as a result of such disclosure of information concerning
me.

______________________________________________________________________
Full Name Printed (First, Middle, Last - no initials)

______________________________________________________________________
Signature

_______________________________________________________________________
Street Address

_______________________________________________________________________
City State Zip

__________ __________         ______/_____/_______       ____________________
   Sex         Race              Date of Birth             SSN

State of ________________

County of ________________

Signed or attested before me on _______________, ______________.

                                        ___________________________
             (Seal, if any)             Notary Signature

                                        My commission expires: _______________
                                        My commission #:________________




DCS/PURCHASING                                                     SOLICITATION PACKAGE - PAGE 29 OF 30
                                          ATTACHMENT F

                                   ADVERTISING GUIDELINES

                                         Oklahoma Lottery



Oklahoma Lottery advertising must be consistent with the dignity of the state and its residents.
Playing the lottery must not be presented as a means of relieving financial difficulty, as a financial
investment nor as a substitute for hard work. Lottery advertising must not specifically target or
exploit a person, specific group, economic class or religious holiday. The lottery must be seen as a
fair institution. Responsible play will be encouraged. Whenever appropriate, information
concerning lottery proceeds supporting public education should be provided.

Advertising should accurately reflect the key benefits Lottery games offer: fun and entertainment.
Lottery advertising also should be memorable, uplifting, exciting, rewarding, likeable and
wholesome.

Finally, Lottery advertising will not misrepresent a person’s chance of winning. It will not unduly
praise people who play or denigrate those who choose not to play.




DCS/PURCHASING                                                       SOLICITATION PACKAGE - PAGE 30 OF 30

				
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