Response Template for LOT RFR 1508 Advertising Services.docx

[Insert Firm Name]

Response to

Advertising Services

COMMBUYS Bid Number: BD-15-1082-LOT-00001-00000002534 MSLC Document Number: RFR LOT Number 1508

Submitted on [date of submittal].

Proposal Due Date: May 21, 2015 at 5:00 P.M. EDT

All Bid Responses Must be Submitted via COMMBUYS

Please note: In addition to the required official submissions in COMMBUYS the Bidder must also submit the Quote/Response one (1) original, fourteen (14) paper copies, and fourteen (14) removable media (USB stick/flash drive) excluding the Cost Table (Attachment C). A disk of the Bidder’s Quote/Response and all attachments must be delivered in the same sealed package no later than the date and time shown on the Procurement Calendar. The Cost Table - (Attachment C) must be submitted separately in a separate sealed envelope and clearly mark it “BID: Advertising Services – [Bidder’s Name] -COMMBUYS Bid Number: BD- 15-1062-LOT-00001-00000003432, MSLC Document Number: RFR LOT #1508 - Cost Table – Attachment C” with one (1) separate removable media format included.

Response Checklist

or Per Mandate Response Template Page Number

General Instructions (Must be followed) Instructions: The following pages are the exact form and format that all responses are to follow and use. For each form there is a brief “Instructions” section that precedes it giving firms as much information as possible explaining how to fill in the form. Please follow these instructions exactly.

Do not change the order of the documents when providing a response. If you must separate your response into different files due to size or logistical constraints, please provide the files in a manner that retains the sequence defined herein, and name the files [Firm Name] Response to MSLC Document Number: RFR LOT Number 1508 File X of Y where “X” is the sequence of the files and “Y” is the total number of separate files.

Please make sure that all signatures on all forms are listed in the table at the top of the form called “Contractor Authorized Signatory Listing”. There should be no signature on any form that is not listed in that table. Also, please make sure you fill in all required lines, boxes, etc. on each form as the instructions dictate.

Do not delete any forms, do not remove any forms. All forms are required even if in some cases you are simply signing the form or you feel the form does not apply to your firm. There is no form or submission that is considered optional for mandates. If you need to separate the forms in order to get them signed and scanned either put them in the file (PDF) in the same order or add them as a separate file as indicated above as “RFR LOT Number 1508 File x of y”.

Intentionally left blank.

Transmittal/Cover Letter Instructions Instructions: Fill in the transmittal letter as detailed below making sure that the appropriate blanks are filled in, the mandates are checked, and the signature block is fully filled in, and signed by a person listed in the Contractor Authorized Signatory Listing table on the upper half of the form.

Do not list multiple names for the “Primary Point of Contact.”

Transmittal/Cover Letter [Insert Firm Logo if desired]:

Firm Name: Firm Address:

Name of Primary Contact:

Title of Primary Contact:

Address of Primary Contact:

Phone Number of Primary Contact:

Email Address of Primary Contact:

Confirmation of Key RFR Requirements

Instructions: Checking the boxes below confirms acceptance of these proposal commitments. Any unchecked items can be considered grounds for elimination from this procurement. Any exceptions to the checked items must be listed below and this form needs to be signed by a person listed on the Firm/Contractor Authorized Signature Verification form – e.g., a person who has authority to legally bind the firm.

☐ This proposal is a firm and irrevocable offer that will be valid for one hundred twenty (120) days from the date of submission.

☐ Firm confirms that it agrees with and its proposal is in conformance with all requirements and terms in this RFR.

☐ Firm confirms that the signature below binds the firm to all statements, enclosures, and attachments contained within this proposal response document.

Name: ______________________________________ (Print)

Title: ______________________________________

Signature: ______________________________________

Date: ______________________________________

Mandatory Requirements Instructions: By checking the appropriate box, your business confirms that these mandatory requirements will be met as outlined in the RFR LOT #1508 MSLC Advertising Services. Any unchecked items may be considered grounds for elimination.

☐ Our firm agrees that it will provide a full range of advertising services to further the overall marketing plan designed to increase the sale of the Massachusetts Lottery games and maximize the net profit returned to the Commonwealth for cities and towns as detailed in Section 7.1.

☐ Our firm agrees that it will submit an advertising plan based on the Lottery’s overall marketing plan and initiatives incorporating communications goals, strategies, objectives, and tactics proposed. The plan is subject to the approval of the Lottery and must be consistent with budget limitations and guidelines imposed by the Lottery for each fiscal year as detailed in Section 7.3.

☐ Our firm agrees that it will translate advertising goals, jointly agreed upon by the Successful Bidder and the Lottery, into creative strategies and services as detailed in Section 7.4.

☐ Our firm agrees that it will schedule and attend creative meetings on an as needed basis between Lottery staff and the account team with at least five (5) working days’ advance notice unless otherwise approved by the Lottery as detailed in Section 7.5.

☐ Our firm agrees to produce multiple advertising programs with frequently overlapping implementation schedules while adhering to the timelines and requirements as detailed in Section 7.6.

☐ Our firm agrees that it will adhere to all creative approval requirements as detailed in Section 7.7.

☐ Our firm agrees that it will manage the creative design and production of printed materials to support the Lottery’s advertising efforts as detailed in Section 7.8.

☐ Our firm agrees to notify the Lottery of possible media sponsorships and the cost-efficiency of such sponsorships as detailed in Section 7.9.

☐ Our firm agrees to develop a media plan to support the advertising plan and include all requirements as detailed in Section 7.10

☐ Our firm agrees that it will implement the advertising and direct marketing strategy as detailed in Section 7.11.

☐ Our firm agrees that it will play a role or be responsible for activities related to digital media interactive services as detailed in Section 7.12.

☐ Our firm agrees that it will develop an annual plan that reflects the Lottery’s advertising budget and includes all the requirements for the development, monitoring, and reporting within the annual plan as detailed in Section 7.13.

☐ Our firm agrees that it will provide daily account management and commit to a level of service and staffing levels and expertise as detailed in Section 7.14.

☐ Our firm agrees that it will provide a written cost estimate to the Lottery, in advance, for all expenditures and will obtain written authorization from the Lottery prior to undertaking any projects or committing any Lottery funds as detailed in Section 7.15.

☐ Our firm agrees that it will provide itemized invoices with back-up materials to support each invoice and will pass along any discounts from the media and suppliers in the performance of Lottery services as detailed in Section 7.15.

Highly Desirable and Desirable Highly desirable and desirable specifications will be scored according to the written Evaluation Criteria as established by the SST/PMT.

Note: By checking the appropriate box your business confirms that the highly desirable or desirable will or will not be met.

☐ Our firm agrees that it will meet the desirable or highly desirable in Section XXX.

☐ Our firm is unable to meet the desirable or highly desirable in Section XXX.

7.8 Materials and Signage

It is desirable that the Successful Bidder provide point-of-sale and/or collateral materials including in-store displays, game brochures and posters, interior and exterior signage, digital and traditional displays, non-traditional displays, and other POS items, at the Lottery’s request. Please provide samples on a USB storage device mark it with your firm’s name.

☐ Our firm agrees that it will meet the desirable in section 7.8.

☐ Our firm is unable to meet the desirable in section 7.8

7.9 Experiential MARKETING, PromoTIONAL Events/Activities, Sponsorships, & Special Events It is desirable that the Successful Bidder assist in the development, implementation, and administration of special promotional programs, including but not limited to corporate sponsorship programs or cooperative partnership promotions; can handle in conjunction with the Lottery negotiations for producing, procuring and/or telecasting special Lottery drawing shows; and design and develop special promotional items, signage for special events, or special presentation materials and other specialty items as requested by the Lottery. This may include contracted services with third (3rd) party vendors, equipment, supplies or other components required to conduct the promotional event/activity or sponsorship. Please provide examples.

☐ Our firm agrees that it will meet the desirable in section 7.9.

☐ Our firm is unable to meet the desirable in section 7.9.

7.14 Advertising Agency Staffing Requirements

It is desirable that the Successful Bidder explain what the Lottery can expect in terms of the involvement of senior personnel or executive management on an on-going basis.

☐ Our firm agrees that it will meet the desirable in section 7.14.

[Insert Response Here-Add as many rows as necessary].

☐ Our firm is unable to meet the desirable in section 7.14.

It is highly desirable that the two (2) primary contacts have considerable account management experience.

☐ Our firm agrees that it will meet the highly desirable in section 7.14.

[Please provide the resumes of the two (2) primary contacts here].

☐ Our firm is unable to meet the highly desirable in section 7.14.

7.15 Accounting and Billing

It is desirable that invoices provide the Lottery with easily understood information to be able to properly and completely monitor project status relative to payments. This would include, but not be limited to: individuals’ names; hours worked; on what specific tasks; amount per line item; dates covered, etc. Electronic submission of invoices is acceptable to the Lottery’s Finance Accounts Payable Division.

☐ Our firm agrees that it will meet the desirable in section 7.15.

[Insert Response Here-Add as many rows as necessary].

☐ Our firm is unable to meet the desirable in section 7.15.

7.16 Bidder Capabilities Credentials

It is highly desirable that the Successful Bidder be of the highest credentials. Please provide:

· A brief overview of the history/background of the firm.

· A description of the current ownership, incorporation, etc.

· The firms’ current billings and billings for the past five (5) years for the total firm and the office that will manage the Lottery account.

· The current billings breakdown by media type i.e., television, radio, print, internet, ad production, retail display, research, direct response, PR/special events, website development, etc.

· A list of your current clients, length of relationship and the products assigned to your local office that would manage the Lottery account. State the services provided to each client such as advertising, and those to whom you provide services beyond advertising.

· A list of former clients from the past three (3) years.

· A description of where the Lottery would fit into your current roster of accounts.

· Your firm’s experience in the following categories: gaming (including lottery), entertainment, retail and government agencies.

· Which current or recent clients sell their products through convenience stores, grocery stores, gas stations, liquor stores, restaurants, etc.?

· What current or recent clients, in your opinion, would closely approximate the work process of the Lottery, i.e., low-priced consumer items.

☐ Our firm agrees that it will meet the highly desirable in section 7.16.

[Insert Response Here-Add as many rows as necessary].

☐ Our firm is unable to meet the highly desirable in section 7.16.

7.17 Resources

It is highly desirable that the Successful Bidder has the following resources available in-house as a separate department. Please indicate which resources and the number of people by departments that are available in-house:

· Strategic/Account Planning

· Direct Marketing

· Digital Marketing/Social Media

· Analytics

· Creative

· Graphic Design

· Media Planning and Buying

· Web Development/On-line

· Production (List types)

· Market Research

· Product Research

· Other (Explain) Including listing any subcontractors that are proposed to be used to provide the required services.

☐ Our firm agrees that it will meet the highly desirable in section 7.17.

[Insert Response Here-Add as many rows as necessary].

☐ Our firm is unable to meet the highly desirable in section 7.17.

7.18 Strategic or Account Planning

It is desirable that the Successful Bidder provide strategic or account planning. Please explain your expertise and provide one (1) example for each of the following areas of expertise with the documented results:

· Repositioning a mature product

· Marketing to a younger adult audience (18-34 year olds)

· Developing and launching new products

· Issue or cause related marketing

· Marketing in a highly competitive space

☐ Our firm agrees that it will meet the desirable in section 7.18.

[Insert Response Here-Add as many rows as necessary].

☐ Our firm is unable to meet the desirable in section 7.18.

7.19 Direct Marketing

It is desirable that the Successful Bidder explain the firm’s process for planning direct marketing. Please provide one (1) example for each of the following areas of expertise with the documented results:

· Direct marketing as part of an advertising campaign

· Stand-alone direct marketing campaign

· Database management

· Direct television

☐ Our firm agrees that it will meet the desirable in section 7.19.

[Insert Response Here-Add as many rows as necessary].

☐ Our firm is unable to meet the desirable in section 7.19.

7.20 Digital Marketing/Social Media

It is desirable that the Successful Bidder explain the firm’s process for planning digital marketing and social media. Please provide one (1) example for each of the following areas of expertise with the documented results:

· Direct marketing through various online and mobile platforms and services

· Social media marketing, including promotions

· Database management

☐ Our firm agrees that it will meet the desirable in section 7.20.

[Insert Response Here-Add as many rows as necessary].

☐ Our firm is unable to meet the desirable in section 7.20.

7.21 Analytics

It is desirable that the Successful Bidder explain the firm’s process for providing analytics and applying the results. Please provide one (1) example for each of the following areas of expertise with the documented results:

· Audience segmentation

· Search engine optimization

· Page search marketing

· Return on investment

☐ Our firm agrees that it will meet the desirable in section 7.21.

[Insert Response Here-Add as many rows as necessary].

☐ Our firm is unable to meet the desirable in section 7.21.

7.22 Creative

It is desirable that the Successful Bidder explain the firm’s process for creative development. Please provide one (1) example for each of the following areas of expertise with the documented results:

· A complete multi-media campaign based on a new strategic direction (not an extension of an existing campaign) developed through finished production.

· A new product introduction campaign that included multiple elements and executions

· An image campaign that also included retail executions (TV/radio, TV/Print, etc.)

· Provide the firm’s best low budget television commercial with cost.

☐ Our firm agrees that it will meet the desirable in section 7.22.

[Insert Response Here-Add as many rows as necessary].

☐ Our firm is unable to meet the desirable in section 7.22.

7.23 Graphic Design

It is desirable that the Successful Bidder provide two (2) examples of expertise in the area of graphic design, such as logo or package design, and collateral materials.

☐ Our firm agrees that it will meet the desirable in section 7.23.

[Insert Response Here-Add as many rows as necessary].

☐ Our firm is unable to meet the desirable in section 7.23.

7.24 Media Planning and Buying

It is desirable that the Successful Bidder has media capabilities:

· Explain how the firm develops a media plan for a client, including how it establishes goals, spending, allocations, buying parameters, and defines target audiences.

· Explain your media buying process and the evaluation of the effectiveness.

· Explain how your firm will insure that the Lottery receives the maximum value for its media dollars.

· Provide one (1) example of each of the following areas of media expertise:

· Planning and purchasing the following types of media: including television, radio, print, online, out-of-home.

· A creative unexpected form of media.

· An impactful low budget media plan.

· A promotion negotiated by your firm that was executed through a media buy.

☐ Our firm agrees that it will meet the desirable in section 7.24.

[Insert Response Here-Add as many rows as necessary].

☐ Our firm is unable to meet the desirable in section 7.24.

7.25 Web Development/On-Line

It is highly desirable that the Successful Bidder has expertise in website design, development and/or execution, Internet marketing and on-line advertising, and promotional program implementation and content maintenance for the Lottery’s social media platforms. Please explain your expertise and submit examples.

☐ Our firm agrees that it will meet the highly desirable in section 7.25.

[Insert Response Here-Add as many rows as necessary].

☐ Our firm is unable to meet the highly desirable in section 7.25.

7.26 Financial/Cost Control

It is desirable that the Successful Bidder detail the procedures/checkpoints you employ to ensure cost efficiency and cost effectiveness in the following areas:

· Media buying

· Creative planning and development

· Advertising production

· Research

☐ Our firm agrees that it will meet the desirable in section 7.26.

[Insert Response Here-Add as many rows as necessary].

☐ Our firm is unable to meet the desirable in section 7.26.

7.27 Case History

It is highly desirable that the Successful Bidder provide a case history that clearly demonstrates your ability to handle and execute an integrated communications program that had an effective impact on retail sales. The case history must describe a program that was conducted within the past three (3) years.

Present the case history in the following format:

· Statement of need or problem.

· Solution.

· Time for development.

· Assessment of the Program.

· Results.

The critical elements should include:

· Not more than three (3) television commercials (on USB).

· Not more than three (3) radio commercials (on USB).

· Relevant print and/or out-of-home executions.

· Relevant retail display/collateral materials.

· Other related marketing materials (e.g., direct response, promotional merchandising, etc.).

· Website announcement, explanation and/or demonstration.

☐ Our firm agrees that it will meet the highly desirable in section 7.27.

[Insert Response Here-Add as many rows as necessary].

☐ Our firm is unable to meet the highly desirable in section 7.27.

8 Creative Assignment The Assignment: It is highly desirable that the Bidder complete four (4) assignments; a strategic brief, an outline of creative messages for a product makeover, a complete marketing campaign and the launch of a new monitor game. Bidders must complete a written document up to ten (10) pages per assignment. Each assignment should, at a minimum, address strategic and creative considerations appropriate for successful execution. The assignments may also include, but are not limited to creative samples, media plans, promotional ideas, and Public Relations efforts. Bidders are not limited to the above-mentioned tactics and can offer additional tactics if so desired. The Lottery prints most point of sale (POS) materials in-house utilizing the capabilities of a Xerox 1000.

The four (4) assignments the Bidder must complete are as follows:

A. Assignment One (1): Provide a strategic brief for marketing Instant Tickets to the younger adult audiences (18-34 year olds) demographic, using only digital interactive, and social media. Budget five hundred thousand dollars ($500,000). Please include the analytical tool utilized.

B. Assignment Two (2): Describe creative messages (including radio and television story boards) to help the Lottery re-introduce the Numbers Game. Budget one (1) million dollars ($1,000,000).

C. Assignment Three (3): Create a brand marketing/advertising campaign directed to non-players who do not object to the Lottery or to gambling. Budget seven hundred fifty thousand dollars ($750,000) [Please indicate budget breakdown for media].

D. Assignment Four (4): Launch a new second (2nd) monitor game (KENO style game) in the marketplace. The mock game shall be called “All or Nothing”. Please refer to the Texas Lottery at: http://www.txlottery.org/export/sites/lottery/Games/All_or_Nothing/index.html.

Budget one million dollars ($1,000,000).

☐ Our firm agrees that it will meet the highly desirable in section 8.

[Insert Response Here-Add as many rows as necessary].

Selected Bidders will be required to make an oral presentation. Oral presentations will take place at the Lottery Headquarters, 60 Columbian Street, Braintree, MA. Tentatively, oral presentations will take place between June 1st, and June 12th, 2015 at the convenience of the Lottery. Please note: these dates are subject to change. Time allotments and the format shall be the same for all oral presentations and will include time for question and answer session. The Lottery will give notice of approximately five (5) days prior to the date of the oral presentation.

It is highly desirable that these presentations are to provide the PMT with a better understanding of the advertising capabilities of the Bidders and to allow the PMT to ask questions related to the written submissions. Bidders may not supplement their original submissions or alter the strategies furnished in their written proposals. Bidders will be allowed to submit samples of creative materials such as commercials, print, graphics, etc., which demonstrate the concepts presented in the written technical submission.

☐ Our firm agrees that it will meet the highly desirable in section 9.0.

[Insert Response Here-Add as many rows as necessary].

☐ Our firm is unable to meet the highly desirable in section 9.0.

Commonwealth Terms and Conditions (Attachment A)

Instructions: Click on the link below to open a copy of the Commonwealth Terms and Conditions Form. Fill in 2nd page blanks. Please ensure you sign the form. This form cannot be changed or modified. This form must be signed as is.

Standard Contract Form (Attachment B)

Instructions: Click on the link below to open a copy of the Standard Contract Form. Please ensure you sign the form. This form cannot be changed or modified. This form must be signed as is.

Cost Table Attachment C – [Two (2) Pages].

The Cost Table - (Attachment C) must be submitted separately in a separate sealed envelope and clearly mark it “BID: Advertising Services – [Bidder’s Name] -COMMBUYS Bid Number: BD- 15-1062-LOT-00001-00000003432, MSLC Document Number: RFR LOT #1508 - Cost Table – Attachment C” with one (1) separate removable media format included. Do not put any cost related information in the main portion of the response.

Massachusetts Substitute W-9 Form (Attachment D)

Instructions: Click on the link below to open a copy of the W-9 form. Follow the instructions and paste the filled in form on this page or provide as an attachment. Filling in the form and signing is required. You do not need to provide a copy of the 2nd page instructions.

Tax Compliance Certification (Attachment E)

Instructions: The firm must demonstrate that it is in compliance with all Federal and Commonwealth tax laws (regardless of corporate locations) including M.G.L. Chapter 62C, Section 49A. The firm must submit a Certificate of Tax Compliance in Good Standing, which has been issued by the Commonwealth of Massachusetts Department of Revenue (DOR) within the past year. This Certificate may be obtained by submitting a request to:

Taxpayer Services Division, Certificate Unit Department of Revenue PO Box 7066 Boston, Massachusetts 02204

(617) 887-6550

The application must list the tax types for which the business is liable, including such items as meals, room occupancy, sales, use, withholding, corporate income and others as applicable. The issuance of the certificate normally takes several weeks and, as such, firms should indicate that their request for a certificate is sought in connection with a Commonwealth solicitation (with a deadline). If the firm does not submit the requested tax certificate with the proposal, the firm must submit documentation evidencing that the appropriate application has been filed. Evidence includes: facsimile transmittal, mailing receipt, receipt-stamped application, etc. The Certificate must be issued and provided to the MSLC prior to the final execution of the Standard Contract Form.

Simplified Instructions/Clarifications:

· A proper response to this requirement entails one of the following two (2) submission requirements:

· If your firm DOES NOT HAVE A CURRENT (within the past year) Massachusetts Compliance Certificate:

· If requested via FAX you must provide two (2) items:

· A copy of the filled in request form that was sent to MA DOR. If this method is used, you simply need to print a copy of the request confirmation and insert an image or hardcopy in this response template.

· A copy of the transmission request. Make sure you retain a copy of the fax transmittal confirmation receipt and provide an image or Photocopy of the proof of transmittal along with a copy of the original form faxed.

· If you requested via the MA DOR Website at https://wfb.dor.state.ma.us/webfile/certificate/Public/Webforms/Welcome.aspx you only need to provide a screenshot or copy of the request confirmation showing the request number.

· If your firm DOES HAVE A CURRENT (within the past year) Massachusetts Compliance Certificate which has a date of certificate no more than one year from your submission date of this proposal, then provide a copy of the certificate.

· Do not provide a copy of the Secretary of State form from Massachusetts or your state of incorporation certifying that you are a registered corporation in your state or in Massachusetts. The form required is a Tax Compliance form that can only come from the Commonwealth of Massachusetts’ Department of Revenue. Even if you are not a registered tax-paying corporation in Massachusetts, the Massachusetts’ DOR will still supply a Tax Compliance certificate upon request.

Clicking on the link below is the PDF form to be sent to the Massachusetts DOR:

BUSINESS REFERENCES (ATTACHMENT F)

Instructions: Fill in the form below with the information for three (3) business references for which you have provided similar or related services as defined in this RFR:

The firm must provide ____three (3) ______business references.

Reference #1 Organization Name: ___________________________________________________

Contact Name and Title: ________________________________________________________________

Address: _____________________________________________________________________________ Phone: #

Email Address:

Description and date(s) of commodities and/or services provided:

Reference #2 Organization Name: ________________________________________________________

Contact Name and Title: ________________________________________________________________

Address: _____________________________________________________________________________ Phone: #

Email Address:

Description and date(s) of commodities and/or services provided:

Reference #3 Organization Name: ________________________________________________________ Contact Name and Title: ________________________________________________________________

Address: _____________________________________________________________________________ Phone: #

Email Address:

Description and date(s) of commodities and/or services provided:

References will be contacted to confirm the firm’s abilities and qualifications as stated in their response at an appropriate time in the procurement cycle (e.g., references will not be contacted pre-maturely or unnecessarily). The MSLC may deem the firm’s response unresponsive if a reference is not accessible from a listed reference after reasonable attempts.

Please list your largest customers in MA if applicable, and the largest state government customers if applicable.

Supplier Diversity Program (Attachment G)

Instructions: Firms are required to fill in and submit this form even if they choose not to participate in the program. If a firms does not wish to participate they should fill in Part I of the form and only sign the form. Firms are welcome to cross out the other Parts of the form to make it clear that they are not participating.

A link for the SDP response forms are located below. Provide Form 1 (page 1 only) along with your response in this section. A certified Bidder may not list itself as being a Supplier Diversity Program Partner to its own Firm. This form is NOT the same as the SDO certification of the Bidder’s Firm.

Contractor Authorized Signatory Listing (Attachment H) Instructions: Please note, this form typically accounts for eighty percent (80%) of the cures necessary during procurements due to firms not following the instructions. Please read all instructions carefully. At the bottom of this page is a link to the proper Contractor Authorized Signatory Form. Follow the instructions below and paste the filled in form on this page or provide as an attachment. Filling in the form and signing is required. It is essential that the person signing the cover letter and all forms is listed on this form as a signature legally authorized to bind the firm.

The person or people signing any of the proposal documents must be listed here. If the person signing the proposal documents is the President, CEO, or Legal Counsel then their name would be listed in the table as well as the signature block below This signature must be one of these corporate officers OR Bidder must supply notarized corporate documents showing that the signatory has the right to delegate binding corporate authority.

Invest in Massachusetts Plan (Attachment J1 & J2)

Instructions: Firms are required to fill in and submit this form even if they choose not to participate in the program. If a firm does not wish to participate they should fill in Part I completely and in Part II check the “no” box and fill in the signature block completely. Firms are welcome to cross out the other Parts of the form to make it clear that they are not participating. Firms are not obligated to participate in this program.

Firms are not obligated to participate in this program. However, as much as five percent (5%) of the scoring points are allocated to a high quality Invest in Massachusetts Plan. A link for the Invest in MA response form is located below. Provide the form (not the instructions also included in a link below) along with your response in this section.

Additional Required Attachments

Please note: In addition Attachments A, B, C, D, E, F, G, H, I, J1 & J2, K, L, M, N, O, and P are available in electronic form at www.COMMBUYS.com.

Attachment I – Authorization for Electronic Funds Transfer (EFT) Payments

Attachment K – Prompt Pay Discount Form

Attachment L – Commonwealth of MSLC’s Disclosure Statement

Attachment M – Certification of Compliance Concerning Personal Information and Personal Data Form

Attachment N – Certificate of Compliance Concerning Conflicts of Interest

Attachment O - Additional Environmentally Preferable Products/Practices

Document Title: MSLC Advertising Services COMMBUYS Number: BD-15-1062-LOT-00001-00000002534, MSLC Document Number: RFR LOT Number 1508

Attachment_A_TermsAndConditions.doc

COMMONWEALTH TERMS AND CONDITIONS

This Commonwealth Terms and Conditions form is jointly issued by the Executive Office for Administration and Finance (ANF), the Office of the Comptroller (CTR) and the Operational Services Division (OSD) for use by all Commonwealth of Massachusetts (“State”) Departments and Contractors. Any changes or electronic alterations by either the Department or the Contractor to the official version of this form, as jointly published by ANF, CTR and OSD, shall be void. Upon execution of these Commonwealth Terms and Conditions by the Contractor and filing as prescribed by the Office of the Comptroller, these Commonwealth Terms and Conditions will be incorporated by reference into any Contract for Commodities and Services executed by the Contractor and any State Department, in the absence of a superseding law or regulation requiring a different Contract form. Performance shall include services rendered, obligations due, costs incurred, commodities and deliverables provided and accepted by the Department, programs provided or other commitments authorized under a Contract. A deliverable shall include any tangible product to be delivered as an element of performance under a Contract. The Commonwealth is entitled to ownership and possession of all deliverables purchased or developed with State funds. Contract shall mean the Standard Contract Form issued jointly by ANF, CTR and OSD.

1. Contract Effective Start Date. Notwithstanding verbal or other representations by the parties, or an earlier start date indicated in a Contract, the effective start date of performance under a Contract shall be the date a Contract has been executed by an authorized signatory of the Contractor, the Department, a later date specified in the Contract or the date of any approvals required by law or regulation, whichever is later.

2. Payments And Compensation. The Contractor shall only be compensated for performance delivered and accepted by the Department in accordance with the specific terms and conditions of a Contract. All Contract payments are subject to appropriation pursuant to M.G.L. C. 29, §26, or the availability of sufficient non-appropriated funds for the purposes of a Contract, and shall be subject to intercept pursuant to M.G.L. C. 7A, §3 and 815 CMR 9.00. Overpayments shall be reimbursed by the Contractor or may be offset by the Department from future payments in accordance with state finance law. Acceptance by the Contractor of any payment or partial payment, without any written objection by the Contractor, shall in each instance operate as a release and discharge of the State from all claims, liabilities or other obligations relating to the performance of a Contract.

3. Contractor Payment Mechanism. All Contractors will be paid using the Payment Voucher System unless a different payment mechanism is required. The Contractor shall timely submit invoices (Payment Vouchers - Form PV) and supporting documentation as prescribed in a Contract. The Department shall review and return rejected invoices within fifteen (15) days of receipt with a written explanation for rejection. Payments shall be made in accordance with the bill paying policy issued by the Office of the Comptroller and 815 CMR 4.00, provided that payment periods listed in a Contract of less than forty-five (45) days from the date of receipt of an invoice shall be effective only to enable a Department to take advantage of early payment incentives and shall not subject any payment made within the forty-five (45) day period to a penalty. The Contractor Payroll System, shall be used only for "Individual Contractors" who have been determined to be "Contract Employees" as a result of the Department's completion of an Internal Revenue Service SS-8 form in accordance with the Omnibus Budget Reconciliation Act (OBRA) 1990, and shall automatically process all state and federal mandated payroll, tax and retirement deductions.

4. Contract Termination Or Suspension. A Contract shall terminate on the date specified in a Contract, unless this date is properly amended in accordance with all applicable laws and regulations prior to this date, or unless terminated or suspended under this Section upon prior written notice to the Contractor. The Department may terminate a Contract without cause and without penalty, or may terminate or suspend a Contract if the Contractor breaches any material term or condition or fails to perform or fulfill any material obligation required by a Contract, or in the event of an elimination of an appropriation or availability of sufficient funds for the purposes of a Contract, or in the event of an unforeseen public emergency mandating immediate Department action. Upon immediate notification to the other party, neither the Department nor the Contractor shall be deemed to be in breach for failure or delay in performance due to Acts of God or other causes factually beyond their control and without their fault or negligence. Subcontractor failure to perform or price increases due to market fluctuations or product availability will not be deemed factually beyond the Contractor's control.

5. Written Notice. Any notice shall be deemed delivered and received when submitted in writing in person or when delivered by any other appropriate method evidencing actual receipt by the Department or the Contractor. Any written notice of termination or suspension delivered to the Contractor shall state the effective date and period of the notice, the reasons for the termination or suspension, if applicable, any alleged breach or failure to perform, a reasonable period to cure any alleged breach or failure to perform, if applicable, and any instructions or restrictions concerning allowable activities, costs or expenditures by the Contractor during the notice period.

6. Confidentiality. The Contractor shall comply with M.G.L. C. 66A if the Contractor becomes a "holder" of "personal data". The Contractor shall also protect the physical security and restrict any access to personal or other Department data in the Contractor's possession, or used by the Contractor in the performance of a Contract, which shall include, but is not limited to the Department's public records, documents, files, software, equipment or systems.

7. Record-keeping And Retention, Inspection Of Records. The Contractor shall maintain records, books, files and other data as specified in a Contract and in such detail as shall properly substantiate claims for payment under a Contract, for a minimum retention period of seven (7) years beginning on the first day after the final payment under a Contract, or such longer period as is necessary for the resolution of any litigation, claim, negotiation, audit or other inquiry involving a Contract. The Department shall have access, as well as any parties identified under Executive Order 195, during the Contractor’s regular business hours and upon reasonable prior notice, to such records, including on-site reviews and reproduction of such records at a reasonable expense.

8. Assignment. The Contractor may not assign or delegate, in whole or in part, or otherwise transfer any liability, responsibility, obligation, duty or interest under a Contract, with the exception that the Contractor shall be authorized to assign present and prospective claims for money due to the Contractor pursuant to a Contract in accordance with M.G.L. C. 106, §9-318. The Contractor must provide sufficient notice of assignment and supporting documentation to enable the Department to verify and implement the assignment. Payments to third party assignees will be processed as if such payments were being made directly to the Contractor and these payments will be subject to intercept, offset, counter claims or any other Department rights which are available to the Department or the State against the Contractor.

9. Subcontracting By Contractor. Any subcontract entered into by the Contractor for the purposes of fulfilling the obligations under a Contract must be in writing, authorized in advance by the Department and shall be consistent with and subject to the provisions of these Commonwealth Terms and Conditions and a Contract. Subcontracts will not relieve or discharge the Contractor from any duty, obligation, responsibility or liability arising under a Contract. The Department is entitled to copies of all subcontracts and shall not be bound by any provisions contained in a subcontract to which it is not a party.

10. Affirmative Action, Non-Discrimination In Hiring And Employment. The Contractor shall comply with all federal and state laws, rules and regulations promoting fair employment practices or prohibiting employment discrimination and unfair labor practices and shall not discriminate in the hiring of any applicant for employment nor shall any qualified employee be demoted, discharged or otherwise subject to discrimination in the tenure, position, promotional opportunities, wages, benefits or terms and conditions of their employment because of race, color, national origin, ancestry, age, sex, religion, disability, handicap, sexual orientation or for exercising any rights afforded by law. The Contractor commits to purchasing supplies and services from certified minority or women-owned businesses, small businesses or businesses owned by socially or economically disadvantaged persons or persons with disabilities.

11. Indemnification. Unless otherwise exempted by law, the Contractor shall indemnify and hold harmless the State, including the Department, its agents, officers and employees against any and all claims, liabilities and costs for any personal injury or property damages, patent or copyright infringement or other damages that the State may sustain which arise out of or in connection with the Contractor's performance of a Contract, including but not limited to the negligence, reckless or intentional conduct of the Contractor, its agents, officers, employees or subcontractors. The Contractor shall at no time be considered an agent or representative of the Department or the State. After prompt notification of a claim by the State, the Contractor shall have an opportunity to participate in the defense of such claim and any negotiated settlement agreement or judgment. The State shall not be liable for any costs incurred by the Contractor arising under this paragraph. Any indemnification of the Contractor shall be subject to appropriation and applicable law.

12. Waivers. Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any way limit the legal or equitable remedies available to that party. No waiver by either party of any default or breach shall constitute a waiver of any subsequent default or breach.

13. Risk Of Loss. The Contractor shall bear the risk of loss for any Contractor materials used for a Contract and for all deliverables, Department personal or other data which is in the possession of the Contractor or used by the Contractor in the performance of a Contract until possession, ownership and full legal title to the deliverables are transferred to and accepted by the Department.

14. Forum, Choice of Law And Mediation. Any actions arising out of a Contract shall be governed by the laws of Massachusetts, and shall be brought and maintained in a State or federal court in Massachusetts which shall have exclusive jurisdiction thereof. The Department, with the approval of the Attorney General's Office, and the Contractor may agree to voluntary mediation through the Massachusetts Office of Dispute Resolution (MODR) of any Contract dispute and will share the costs of such mediation. No legal or equitable rights of the parties shall be limited by this Section.

15. Contract Boilerplate Interpretation, Severability, Conflicts With Law, Integration. Any amendment or attachment to any Contract which contains conflicting language or has the affect of a deleting, replacing or modifying any printed language of these Commonwealth Terms and Conditions, as officially published by ANF, CTR and OSD, shall be interpreted as superseded by the official printed language. If any provision of a Contract is found to be superseded by state or federal law or regulation, in whole or in part, then both parties shall be relieved of all obligations under that provision only to the extent necessary to comply with the superseding law, provided however, that the remaining provisions of the Contract, or portions thereof, shall be enforced to the fullest extent permitted by law. All amendments must be executed by the parties in accordance with Section 1. of these Commonwealth Terms and Conditions and filed with the original record copy of a Contract as prescribed by CTR. The printed language of the Standard Contract Form, as officially published by ANF, CTR and OSD, which incorporates by reference these Commonwealth Terms and Conditions, shall supersede any conflicting verbal or written agreements relating to the performance of a Contract, or attached thereto, including contract forms, purchase orders or invoices of the Contractor. The order of priority of documents to interpret a Contract shall be as follows: the printed language of the Commonwealth Terms and Conditions, the Standard Contract Form, the Department's Request for Response (RFR) solicitation document and the Contractor’s Response to the RFR solicitation, excluding any language stricken by a Department as unacceptable and including any negotiated terms and conditions allowable pursuant to law or regulation.

IN WITNESS WHEREOF, The Contractor certify under the pains and penalties of perjury that it shall comply with these Commonwealth Terms and Conditions for any applicable Contract executed with the Commonwealth as certified by their authorized signatory below:

CONTRACTOR AUTHORIZED SIGNATORY:

(signature)

Print Name:

Title:

Date:

(Check One): _______ Organization

________ Individual

Full Legal Organization or Individual Name:

Doing Business As: Name (If Different):

Tax Identification Number: ____ ____ ____ ____ ____ ____ ____ ____ ____

Address:

Telephone:

FAX:

INSTRUCTIONS FOR FILING THE COMMONWEALTH TERMS AND CONDITIONS

A “Request for Verification of Taxation Reporting Information” form (Massachusetts Substitute W-9 Format), that contains the Contractor's correct TIN, name and legal address information, must be on file with the Office of the Comptroller. If the Contractor has not previously filed this form with the Comptroller, or if the information contained on a previously filed form has changed, please fill out a W-9 form and return it attached to the executed COMMONWEALTH TERMS AND CONDITIONS.

If the Contractor is responding to a Request for Response (RFR), the COMMONWEALTH TERMS AND CONDITIONS must be submitted with the Response to RFR or as specified in the RFR. Otherwise, Departments or Contractors must timely submit the completed and properly executed COMMONWEALTH TERMS AND CONDITIONS (and the W-9 form if applicable) to the: Payee and Payments Unit, Office of the Comptroller, 9th Floor, One Ashburton Place, Boston, MA 02108 in order to record the filing of this form on the MMARS Vendor File. Contractors are required to execute and file this form only once.

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This Commonwealth Terms and Conditions form is jointly issued by the Executive Office for Administration and Finance (ANF), the Office of the Comptroller (CTR) and the Operational Services Division (OSD) for use by all Commonwealth of Massachusetts (“State”) Departments and Contractors. Any changes or electronic alterations by either the Department or the Contractor to the official version of this form, as jointly published by ANF, CTR and OSD, shall be void. Upon execution of these Commonwealth Terms and Conditions by the Contractor and filing as prescribed by the Office of the Comptroller, these Commonwealth Terms and Conditions will be incorporated by reference into any Contract for Commodities and Services executed by the Contractor and any State Department, in the absence of a superseding law or regulation requiring a different Contract form. Performance shall include services rendered, obligations due, costs incurred, commodities and deliverables provided and accepted by the Department, programs provided or other commitments authorized under a Contract. A deliverable shall include any tangible product to be delivered as an element of performance under a Contract.

The Commonwealth is entitled to ownership and possession of all deliverables purchased or developed with State funds. Contract shall mean the Standard Contract Form issued jointly by ANF, CTR and OSD.

1. Contract Effective Start Date. Notwithstanding verbal or other representations…