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Form No. DMB 234 (Rev. 1/96) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed unless form is filed STATE OF MICHIGAN DEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET PURCHASING OPERATIONS P.O. BOX 30026, LANSING, MI 48909 October 6, 2010 OR 530 W. ALLEGAN, LANSING, MI 48933 NOTICE OF CONTRACT NO. 071B1300043 between THE STATE OF MICHIGAN and NAME & ADDRESS OF CONTRACTOR TELEPHONE Brogan & Partners 325 S. Old Woodward Birmingham, MI 48009 Ellyn Davidson (248) 341-8211 CONTRACTOR NUMBER/MAIL CODE BUYER/CA (517) 241-4225 Email: edavidson@brogan.com Kevin Dunn Contract Compliance Inspector: Penny Saites (517) 335-5096 / saitesp@michigan.gov Creative and Media Advertising Services – Michigan Department of Community Health CONTRACT PERIOD: TERMS 4 yrs. + 1 one-year option From: October 1, 2010 SHIPMENT 2% 15 Days on Agency Fee Only F.O.B. To: September 30, 2014 N/A SHIPPED FROM N/A N/A MINIMUM DELIVERY REQUIREMENTS N/A THIS CONTRACT IS EXTENDED TO LOCAL UNITS OF GOVERNMENT. The terms and conditions of this Contract are those of RFP # 071I0200058, this Contract Agreement and the vendor's quote dated March 23, 2010. In the event of any conflicts between the specifications, and terms and conditions, indicated by the State and those indicated by the vendor, those of the State take precedence. Estimated Contract Value: $9,970,000.00 Form No. DMB 234 (Rev. 1/96) AUTHORITY: Act 431 of 1984 COMPLETION: Required PENALTY: Contract will not be executed unless form is filed STATE OF MICHIGAN DEPARTMENT OF TECHNOLOGY, MANAGEMENT AND BUDGET PURCHASING OPERATIONS P.O. BOX 30026, LANSING, MI 48909 OR 530 W. ALLEGAN, LANSING, MI 48933 CONTRACT NO. 071B1300043 between THE STATE OF MICHIGAN and NAME & ADDRESS OF CONTRACTOR TELEPHONE Brogan & Partners 325 S. Old Woodward Birmingham, MI 48009 Ellyn Davidson (248) 341-8211 CONTRACTOR NUMBER/MAIL CODE BUYER/CA (517) 241-4225 Email: edavidson@brogan.com Kevin Dunn Contract Compliance Inspector: Penny Saites (517) 335-5096 / saitesp@michigan.gov Creative and Media Advertising Services – Michigan Department of Community Health CONTRACT PERIOD: TERMS 4 yrs. + 1 one-year option From: October 1, 2010 SHIPMENT 2% 15 Days on Agency Fee Only F.O.B. To: September 30, 2014 N/A SHIPPED FROM N/A N/A MINIMUM DELIVERY REQUIREMENTS N/A MISCELLANEOUS INFORMATION: THIS CONTRACT IS EXTENDED TO LOCAL UNITS OF GOVERNMENT. The terms and conditions of this Contract are those of RFP # 071I0200058, this Contract Agreement and the vendor's quote dated March 23, 2010. In the event of any conflicts between the specifications, and terms and conditions, indicated by the State and those indicated by the vendor, those of the State take precedence. Estimated Contract Value: $9,970,000.00 THIS IS NOT AN ORDER: This Contract Agreement is awarded on the basis of our inquiry bearing the RFP No. 071I0200058. Orders for delivery will be issued directly by the Michigan Department of Community Health through the issuance of a Purchase Order Form. All terms and conditions of the request for proposal are made a part hereof. FOR THE CONTRACTOR: Brogan & Partners Firm Name FOR THE STATE: Authorized Agent (Print or Type) Signature Melissa Castro, Acting Director Name/Title Services Division, Purchasing Operations Division Date Date Authorized Agent Signature STATE OF MICHIGAN Department of Technology, Management and Budget Purchasing Operations Contract No. 071B1300043 Creative and Media Advertising Services for the Michigan Department of Community Health Buyer Name: Kevin Dunn Telephone Number: 517-241-4225 E-Mail Address: dunnk3@hotmail.com Table of Contents DEFINITIONS ............................................................................................................................................ 8 Article 1 – Statement of Work (SOW)................................................................................................... 10 1.010 Project Identification........................................................................................................ 10 1.011 Project Request..................................................................................................... 10 1.012 Background ........................................................................................................... 10 1.020 Scope of Work and Deliverables .................................................................................... 13 1.021 In Scope ................................................................................................................ 13 1.022 Work and Deliverable............................................................................................ 14 1.030 Roles and Responsibilities ............................................................................................. 15 1.031 Contractor Staff, Roles, and Responsibilities ....................................................... 15 1.040 Project Plan ...................................................................................................................... 16 1.041 Project Plan Management..................................................................................... 16 1.042 Reports.................................................................................................................. 16 1.050 Acceptance ....................................................................................................................... 17 1.051 Criteria................................................................................................................... 17 1.052 Final Acceptance – Deleted / Not Applicable........................................................ 17 1.060 Proposal Pricing............................................................................................................... 17 1.061 Proposal Pricing .................................................................................................... 17 1.062 Price Term............................................................................................................. 18 1.063 Tax Excluded from Price ....................................................................................... 18 1.070 Additional Requirements................................................................................................. 18 1.071 Additional Terms and Conditions specific to this Contract.................................... 18 Article 2, Terms and Conditions........................................................................................................... 19 2.000 Contract Structure and Term .......................................................................................... 19 2.001 Contract Term ....................................................................................................... 19 2.002 Options to Renew.................................................................................................. 19 2.003 Legal Effect ........................................................................................................... 19 2.004 Attachments & Exhibits ......................................................................................... 19 2.005 Ordering ................................................................................................................ 19 2.006 Order of Precedence............................................................................................. 19 2.007 Headings ............................................................................................................... 19 2.008 Form, Function & Utility......................................................................................... 20 2.009 Reformation and Severability................................................................................ 20 2.010 Consents and Approvals ....................................................................................... 20 2.011 No Waiver of Default ............................................................................................. 20 2.012 Survival .................................................................................................................20 2.020 Contract Administration .................................................................................................. 20 2.021 Issuing Office ........................................................................................................ 20 2.022 Contract Compliance Inspector............................................................................. 20 2.023 Project Manager.................................................................................................... 21 2.024 Change Requests ................................................................................................. 21 2.025 Notices .................................................................................................................. 21 2.026 Binding Commitments ........................................................................................... 21 2.027 Relationship of the Parties .................................................................................... 22 2.028 Covenant of Good Faith ........................................................................................ 22 2.029 Assignments.......................................................................................................... 22 2.030 General Provisions .......................................................................................................... 22 2.031 Media Releases .................................................................................................... 22 2.032 Contract Distribution.............................................................................................. 22 2.033 Permits .................................................................................................................. 22 2.034 Web Site Incorporation.......................................................................................... 22 2.035 Future Bidding Preclusion ..................................................................................... 23 2.036 Freedom of Information......................................................................................... 23 2.037 Disaster Recovery................................................................................................. 23 2.040 Financial Provisions ........................................................................................................ 23 2.041 Fixed Prices for Services/Deliverables ................................................................. 23 2.042 Adjustments for Reductions in Scope of Services/Deliverables ........................... 23 2.050 2.060 2.070 2.080 2.090 2.100 2.110 2.120 2.130 2.140 2.043 Services/Deliverables Covered............................................................................. 23 2.044 Invoicing and Payment – In General..................................................................... 23 2.045 Pro-ration .............................................................................................................. 24 2.046 Antitrust Assignment ............................................................................................. 24 2.047 Final Payment ....................................................................................................... 24 2.048 Electronic Payment Requirement ......................................................................... 24 Taxes ................................................................................................................................. 24 2.051 Employment Taxes ............................................................................................... 24 2.052 Sales and Use Taxes ............................................................................................ 24 Contract Management ..................................................................................................... 24 2.061 Contractor Personnel Qualifications ..................................................................... 24 2.062 Contractor Key Personnel..................................................................................... 24 2.063 Re-assignment of Personnel at the State’s Request ............................................ 25 2.064 Contractor Personnel Location – Deleted / Not Applicable................................... 25 2.065 Contractor Identification ........................................................................................ 25 2.066 Cooperation with Third Parties.............................................................................. 25 2.067 Contractor Return of State Equipment/Resources ............................................... 26 2.068 Contract Management Responsibilities ................................................................ 26 Subcontracting by Contractor ........................................................................................ 26 2.071 Contractor Full Responsibility ............................................................................... 26 2.072 State Consent to Delegation ................................................................................. 26 2.073 Subcontractor Bound to Contract.......................................................................... 26 2.074 Flow Down ............................................................................................................ 26 2.075 Competitive Selection ........................................................................................... 27 State Responsibilities...................................................................................................... 27 2.081 Equipment ............................................................................................................. 27 2.082 Facilities – Deleted / Not Applicable ..................................................................... 27 Security ............................................................................................................................. 27 2.091 Background Checks .............................................................................................. 27 2.092 Security Breach Notification .................................................................................. 27 2.093 PCI Data Security Requirements – Deleted / Not Applicable ............................... 27 Confidentiality .................................................................................................................. 27 2.101 Confidentiality........................................................................................................ 27 2.102 Protection and Destruction of Confidential Information ........................................ 27 2.103 Exclusions ............................................................................................................. 28 2.104 No Implied Rights.................................................................................................. 28 2.105 Respective Obligations ......................................................................................... 28 Records and Inspections ................................................................................................ 28 2.111 Inspection of Work Performed .............................................................................. 28 2.112 Examination of Records ........................................................................................ 28 2.113 Retention of Records ............................................................................................ 29 2.114 Audit Resolution .................................................................................................... 29 2.115 Errors..................................................................................................................... 29 Warranties......................................................................................................................... 29 2.121 Warranties and Representations .......................................................................... 29 2.122 Warranty of Merchantability – Deleted / Not Applicable ....................................... 30 2.123 Warranty of Fitness for a Particular Purpose – Deleted / Not Applicable ............. 30 2.124 Warranty of Title – Deleted / Not Applicable ......................................................... 30 2.125 Equipment Warranty – Deleted / Not Applicable .................................................. 30 2.126 Equipment to be New – Deleted / Not Applicable................................................. 30 2.127 Prohibited Products – Deleted / Not Applicable.................................................... 30 2.128 Consequences For Breach ................................................................................... 30 Insurance .......................................................................................................................... 30 2.131 Liability Insurance ................................................................................................. 30 2.132 Subcontractor Insurance Coverage ...................................................................... 32 2.133 Certificates of Insurance and Other Requirements............................................... 32 Indemnification................................................................................................................. 32 2.141 General Indemnification ........................................................................................ 32 2.142 Code Indemnification ............................................................................................ 32 2.150 2.160 2.170 2.180 2.190 2.200 2.210 2.220 2.230 2.240 2.250 2.143 Employee Indemnification ..................................................................................... 32 2.144 Patent/Copyright Infringement Indemnification..................................................... 33 2.145 Continuation of Indemnification Obligations ......................................................... 33 2.146 Indemnification Procedures .................................................................................. 33 Termination/Cancellation ................................................................................................ 34 2.151 Notice and Right to Cure....................................................................................... 34 2.152 Termination for Cause........................................................................................... 34 2.153 Termination for Convenience................................................................................ 34 2.154 Termination for Non-Appropriation........................................................................ 35 2.155 Termination for Criminal Conviction...................................................................... 35 2.156 Termination for Approvals Rescinded................................................................... 35 2.157 Rights and Obligations upon Termination............................................................. 35 2.158 Reservation of Rights............................................................................................ 36 Termination by Contractor .............................................................................................. 36 2.161 Termination by Contractor – Deleted / Not Applicable.......................................... 36 Transition Responsibilities ............................................................................................. 36 2.171 Contractor Transition Responsibilities .................................................................. 36 2.172 Contractor Personnel Transition ........................................................................... 36 2.173 Contractor Information Transition ......................................................................... 36 2.174 Contractor Software Transition ............................................................................. 36 2.175 Transition Payments ............................................................................................. 37 2.176 State Transition Responsibilities........................................................................... 37 Stop Work ......................................................................................................................... 37 2.181 Stop Work Orders ................................................................................................. 37 2.182 Cancellation or Expiration of Stop Work Order..................................................... 37 2.183 Allowance of Contractor Costs.............................................................................. 37 Dispute Resolution .......................................................................................................... 37 2.191 In General ............................................................................................................. 37 2.192 Informal Dispute Resolution.................................................................................. 38 2.193 Injunctive Relief..................................................................................................... 38 2.194 Continued Performance ........................................................................................ 38 Federal and State Contract Requirements .................................................................... 38 2.201 Nondiscrimination.................................................................................................. 38 2.202 Unfair Labor Practices........................................................................................... 38 2.203 Workplace Safety and Discriminatory Harassment .............................................. 39 2.204 Prevailing Wage – Deleted / Not Applicable ......................................................... 39 Governing Law ................................................................................................................. 39 2.211 Governing Law ...................................................................................................... 39 2.212 Compliance with Laws .......................................................................................... 39 2.213 Jurisdiction ............................................................................................................ 39 Limitation of Liability ....................................................................................................... 39 2.221 Limitation of Liability.............................................................................................. 39 Disclosure Responsibilities ............................................................................................ 39 2.231 Disclosure of Litigation .......................................................................................... 39 2.232 Call Center Disclosure .......................................................................................... 40 2.233 Bankruptcy ............................................................................................................ 40 Performance ..................................................................................................................... 40 2.241 Time of Performance............................................................................................. 40 2.242 Service Level Agreements (SLAs) – Deleted / Not Applicable ............................. 41 2.243 Liquidated Damages – Deleted / Not Applicable .................................................. 41 2.244 Excusable Failure.................................................................................................. 41 Approval of Deliverables ................................................................................................. 41 2.251 Delivery Responsibilities – Deleted / Not Applicable ............................................ 41 2.252 Delivery of Deliverables ........................................................................................ 41 2.253 Testing – Deleted / Not Applicable........................................................................ 42 2.254 Approval of Deliverables, In General .................................................................... 42 2.255 Process For Approval of Written Deliverables ...................................................... 42 2.256 Process for Approval of Services.......................................................................... 43 2.257 Process for Approval of Physical Deliverables – Deleted / Not Applicable .......... 43 2.260 2.270 2.280 2.290 2.300 2.258 Final Acceptance................................................................................................... 43 Ownership......................................................................................................................... 43 2.261 Ownership of Work Product by State.................................................................... 43 2.262 Vesting of Rights ................................................................................................... 43 2.263 Rights in Data........................................................................................................ 43 2.264 Ownership of Materials ......................................................................................... 44 State Standards................................................................................................................ 44 2.271 Existing Technology Standards ............................................................................ 44 2.272 Acceptable Use Policy .......................................................................................... 44 2.273 Systems Changes................................................................................................. 44 Extended Purchasing ...................................................................................................... 44 2.281 MIDEAL ................................................................................................................. 44 2.282 State Employee Purchases – Deleted / Not Applicable........................................ 44 Environmental Provision................................................................................................. 45 2.291 Environmental Provision ....................................................................................... 45 Other Provisions .............................................................................................................. 46 2.311 Forced Labor, Convict Labor, Forced or Indentured Child Labor, or Indentured Servitude Made Materials .................................................................................................. 46 Attachment A, Price Proposal Contract No. 071B1300043 DEFINITIONS 24x7x365 means 24 hours a day, seven days a week, and 365 days a year (including the 366th day in a leap year). Additional Service means any Services within the scope of the Contract, but not specifically provided under any Statement of Work. Audit Period means the seven year period following Contractor’s provision of any work under the Contract. Bidder(s) are those companies that submit a proposal in response to this RFP. Business Day means any day other than a Saturday, Sunday or State-recognized legal holiday from 8:00am EST through 5:00pm EST unless otherwise stated. Blanket Purchase Order is an alternate term for Contract and is used in the Plan Sponsors’ computer system. CCI means Contract Compliance Inspector. Days means calendar days unless otherwise specified. Deleted – N/A means that section is not applicable or included in this RFP. This is used as a placeholder to maintain consistent numbering. Deliverable means physical goods and/or services required or identified in a Statement of Work. DTMB means the Michigan Department of Technology, Management and Budget. Environmentally Preferable Products means a product or service that has a lesser or reduced effect on human health and the environment when compared with competing products or services that serve the same purpose. Such products or services may include, but are not limited to: those which contain recycled content, minimize waste, conserve energy or water, and reduce the amount of toxics either disposed of or consumed. Hazardous Material means any material defined as hazardous under the latest version of federal Emergency Planning and Community Right-to-Know Act of 1986 (including revisions adopted during the term of the Contract). Incident means any interruption in any function performed for the benefit of a Plan Sponsor. Key Personnel means any personnel identified in Section 1.031 as Key Personnel. New Work means any Services/Deliverables outside the scope of the Contract and not specifically provided under any Statement of Work, such that once added will result in the need to provide the Contractor with additional consideration. “New Work” does not include Additional Service. Ozone-depleting Substance means any substance the Environmental Protection Agency designates in 40 CFR part 82 as: (1) Class I, including, but not limited to, chlorofluorocarbons, halons, carbon tetrachloride, and methyl chloroform; or (2) Class II, including, but not limited to, hydrochlorofluorocarbons. Post-Consumer Waste means any product generated by a business or consumer which has served its intended end use; and which has been separated or diverted from solid waste for the purpose of recycling into a usable commodity or product, and which does not include post-industrial waste. Contract No. 071B1300043 Post-Industrial Waste means industrial by-products which would otherwise go to disposal and wastes generated after completion of a manufacturing process, but does not include internally generated scrap commonly returned to industrial or manufacturing processes. Recycling means the series of activities by which materials that are no longer useful to the generator are collected, sorted, processed, and converted into raw materials and used in the production of new products. This definition excludes the use of these materials as a fuel substitute or for energy production. Reuse means using a product or component of municipal solid waste in its original form more than once. RFP means a Request for Proposal designed to solicit proposals for services. Services means any function performed for the benefit of the State. SLA means Service Level Agreement. Source Reduction means any practice that reduces the amount of any hazardous substance, pollutant, or contaminant entering any waste stream or otherwise released into the environment prior to recycling, energy recovery, treatment, or disposal. State Location means any physical location where the State performs work. State Location may include state-owned, leased, or rented space. Subcontractor means a company selected by the Contractor to perform a portion of the Services, but does not include independent contractors engaged by Contractor solely in a staff augmentation role. Unauthorized Removal means the Contractor’s removal of Key Personnel without the prior written consent of the State. Waste Prevention means source reduction and reuse, but not recycling. Pollution Prevention means the practice of minimizing the generation of waste at the source and, when wastes cannot be prevented, utilizing environmentally sound on-site or off-site reuse and recycling. The term includes equipment or technology modifications, process or procedure modifications, product reformulation or redesign, and raw material substitutions. Waste treatment, control, management, and disposal are not considered pollution prevention, per the definitions under Part 143, Waste Minimization, of the Natural Resources and Environmental Protection Act (NREPA), 1994 PA 451, as amended. Work in Progress means a Deliverable that has been partially prepared, but has not been presented to the State for Approval. Work Product refers to any data compilations, reports, and other media, materials, or other objects or works of authorship created or produced by the Contractor as a result of an in furtherance of performing the services required by the Contract. Contract No. 071B1300043 Article 1 – Statement of Work (SOW) 1.010 Project Identification 1.011 Project Request This is a Contract for Creative and Media Advertising Services for the Michigan Department of Community Health (MDCH). 1.012 Background The Contractor must assist MDCH in developing and implementing internal and external communications, such as health promotion media campaigns, which address the following issues: Abstinence, Chronic Disease Prevention (such as Tobacco Reduction and Cardiovascular Disease), Problem Gambling, Substance Abuse, Plan First!, Crime Victims Services Commission, Office of Public Health Preparedness and both seasonal and pandemic Influenza. Other subject areas may be added as need/funding arise. Main tasks to be accomplished for each subject area: 1. 2. 3. 4. 5. 6. Develop a marketing strategy for MDCH programs. Identify and develop creative concepts for MDCH programs. Conduct marketing research such as focus group testing, telephone or intercept surveys. Produce and duplicate media materials as needed. Develop a media plan for MDCH programs. Place media messages and conduct advertising tracking surveys. A. Plan First!: Target Audience: Women 18-44, income range between $18,000 and $60,000 per household. Program Summary: The Plan First! Program provides family planning services to Michigan citizens who meet certain eligibility requirements. The demonstration waiver was approved for five years with an implementation date of July 1, 2006. This program enables MDCH to provide family planning services to women who otherwise would not have medical coverage for these services. It is estimated that at least 200,000 women may meet this criteria. Message: The media campaign centers on making sure that the time to have a baby is right for you and your family. The key message is, “It’s Your Life. Your Health. Your Plan. Plan First!” B. Crime Victim Services Commission: Target Audience: Any individual with potential to fall victim to a crime (adults 18+). Program Summary: The Michigan Crime Victim Notification Network is a free, confidential 24-hour telephone-computer interface that allows crime victims and other citizens to register to receive almost instantaneous telephone notice whenever a prisoner’s custody status changes. This automated notification system greatly enhances victim safety and convenience while providing added response capabilities for agencies implementing crime victims rights. Message: That the Michigan Crime Victims Notification Network is available, free and confidential. 10 Contract No. 071B1300043 C. Office of Public Health Preparedness: Target Audience: Families with children: Adults 25-44, skewing female and including a solid ethnic mix. Program Summary: The Office of Public Health Preparedness (OPHP) is charged with protecting the health of Michigan citizens against chemical, biological and radiological threats. OPHP focuses on minimizing the threat to health from terrorist acts, accidents and other incidents. OPHP also includes the MI Volunteer Registry. The MI Volunteer Registry is a database that functions as a central location for volunteer information. Individuals interested in volunteering will indicate their interests and contact information in this secure, electronic environment. Information can then be queried and appropriate volunteers contacted by authorized personnel via e-mail or text pager. Message: Inform families that they need to take time to plan for emergencies such as natural disasters, terrorist attacks and pandemic threats. D. Problem Gambling: Target Audience: Adults 25+ Program Summary: Gambling in Michigan has changed. Once a relatively rare activity, it is now common. 84.5% of Michigan residents have gambled. For those who become addicted, gambling leads to serious family and financial strain. Approximately five percent (5%) of people who gamble ultimately become addicted. In Michigan, that translates to about 350,000 compulsive gamblers. MDCH’s goal is to prevent vulnerable persons from becoming problem gamblers and to promote intervention and provide treatment for those who are already problem gamblers. The focus of efforts will be primarily on casino and sports gambling. In order to reach its objective, MDCH will educate the public about the dangers and consequences of becoming a problem gambler, as well as showing symptoms and situations to recognize if somebody is a problem gambler. MDCH offers a treatment hotline and website for those who recognize that they are a problem gambler. Additional goals are to prevent children from getting involved in internet gambling and providing awareness to parents. Message: Problem gambling messages should talk about symptoms or signs of becoming a problem gambler and the consequences of becoming a problem gambler, including financial, relational, emotional, etc. E. Substance Abuse Target Audience: The target audience for the substance abuse media campaign can be subdivided into several groups. To reach the objective of preventing illegal drug use and alcohol abuse the media campaign should use messages from the Partnership for a Drug-Free America to encourage and educate: 1. Parents to communicate with their children on the dangers of substance abuse and Over the Counter (OTC) and prescription drugs. 2. Teens not to start using illegal substances and OTC & prescription drugs. Program Summary: Substance abuse is a continuing problem in the United States and Michigan. In 2002, an estimated 19.5 million Americans, or eight point three percent (8.3%) of the population aged 12 or older, were current illicit drug users. Use and abuse of illicit drugs is associated with child and spousal abuse, sexually transmitted diseases (STDs, including HIV infection), teen pregnancy, school failure, motor 11 Contract No. 071B1300043 vehicle crashes, escalation of healthcare costs, reduced worker productivity, and disruptions in family and personal life. An increasing and dangerous problem our State is facing is the misuse and abuse of OTC and prescription drugs. MDCH’s goal is to prevent the initiation of drug use, focusing primarily on OTC and prescription drugs, marijuana, alcohol abuse and methamphetamine use with a secondary focus on other types of club drugs. Messages: Messages used will be from the Partnership for a Drug-Free America. MDCH receives new reels twice a year of spots MDCH is able to have tagged and use. F. Tobacco: Target Audience: Primary – Women 18-34 Secondary – Adults 18-54 Program Summary: Every year more than 15,000 Michigan citizens needlessly die from tobacco-related diseases, including heart disease, lung disease, and cancer. An additional 1,900 nonsmokers die from the effects of exposure to secondhand smoke, costing Michigan over 200,000 years lost to premature death and several billion dollars in lost productivity and health care expenditures. The toll of tobacco is both a personal human tragedy and a crushing economic burden to our State. The Tobacco Control Program is dedicated to eliminating exposure to secondhand smoke in worksites and public places, reducing smoking-related illnesses among Michigan residents, especially children, preventing youth initiation and access to tobacco products, increasing and promoting accessible and affordable cessation services, and identifying and eliminating disparities specific to race/ethnicity, socioeconomic status, occupation, geography, gender and sexual orientation. Messages: Messages should focus on two main areas: eliminating exposure to secondhand smoke and increasing cessation among adults. G. Cardiovascular Disease: Target Audience: Women 35-54, skewing African American where applicable. Program Summary: Cardiovascular disease (CVD) is Michigan’s number one killer. In fact, Michigan consistently ranks high among states with the worst rates of CVD. In 2000, heart disease and stroke, two diseases that account for the majority of CVD, claimed 33,263 Michigan lives – 38% of all deaths. CVD can affect anyone and is largely preventable. A large number could be avoided through changes in lifestyle and behavior, such as controlling high blood pressure and high blood cholesterol, smoking cessation, increased physical activity, improving nutrition and maintaining a healthy weight. Message: CVD can affect anyone and is largely preventable. The media messages promote calling the American Heart Association. H. Abstinence: Target Audience: Parents/adults and caregivers of nine to 17 year old males and females. 12 Contract No. 071B1300043 Program Summary: Teen pregnancy in Michigan constitutes a significant public health problem. Teen pregnancy has a devastating social and economic impact on not only the pregnant teen, but also the children of teen parents, families, communities and society as a whole. Abstinence education programs must reach younger teens and pre-teens in order to provide education, support and the skills necessary to maintain an abstinent lifestyle, or return to abstinence. Parents/guardians and other key adults in the lives of teens play a vitally important role in teen pregnancy prevention, whether they realize it or not. Parents often fail to realize their influence on their children in this arena and struggle to feel comfortable discussing sexuality. The Michigan Abstinence Partnership (MAP) program works with parents to help strengthen the connection between themselves and their children, encouraging open discussions between youth and parents about healthy sexuality and the benefits of abstinence. Parents play a very important role in whether their teenagers become pregnant or cause a pregnancy. MDCH has partnered with the Talk Early & Talk Often campaign, which is a grassroots effort to give parents of middle school students the tools they need to talk to their children about the important issue of sexuality. Parents are the primary sex educators of their children. When given the information and tools, they can be instrumental in providing critical messages to their children that can help them abstain from sexual intercourse and avoid HIV, sexually transmitted diseases, and early pregnancy. The website is at, www.michigan.gov/talkearly. There you can find tips for parents, what teens want adults to know, etc. Message: Teach parents/adults/caregivers how to communicate effectively with youth about the importance and benefits of choosing abstinence from sexual activity and other related risky behaviors such as the use of alcohol, tobacco and other drugs. The most important point is that parents are saying that my opinion doesn't matter, but really they find that they are, in fact, the primary influence in the kids' lives. I. Influenza: Target Audience: Adults 18+, Parents of school-aged children, and Senior Citizens. Program Summary: Influenza is a contagious respiratory illness caused by influenza viruses. Infection with influenza viruses can cause severe illness and life-threatening complications. About five percent (5%) to 20% of Americans get influenza each year, about 36,000 Americans die from it each year, and more than 200,000 Americans are hospitalized from flu-related complications each year. Pandemic flu is a flu that causes a global outbreak of serious illness that spreads easily from person to person, such as novel H1N1 influenza. The object of the Influenza campaign is to educate people about the influenza virus, how it is spread, and how to prevent being infected. Message: The simple message of the influenza campaign is: to wash your hands for at least 20 seconds; cover your cough and sneezes; if you’re sick….stay home; get your flu vaccine. 1.020 Scope of Work and Deliverables 1.021 In Scope 1. Achieving maximum effectiveness and efficiency in expenditures for marketing, promotion and advertising services, supplies and materials. 2. Planning, developing and executing effective and efficient marketing, promotion, social media and advertising programs to ensure awareness of messages within target audiences. 3. Leveraging paid advertising to maximize opportunities for matching spots, value added, bonus and other means to further advertising reach. 4. Conducting market research such as focus group testing, telephone or intercept surveys. 5. Working within program guidelines and message strategies as directed by MDCH. 13 Contract No. 071B1300043 1.022 Work and Deliverable The Contractor must provide Deliverables/Services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below: 1. The Contractor is responsible for developing communication plans for projects/issues for appropriate target audiences, messages, message strategies, and communication vehicles that help meet stated objectives. 2. The Contractor is responsible for conducting market research, as appropriate, to better assess the target populations that the State is trying to reach with its communication efforts. This market research may include the use of marketing databases such as Prizm, intercept surveys, focus groups, observational research, and other tools as approved to help determine/refine message and creative strategies. 3. The Contractor is responsible for developing social media/new media strategies and deliverables to complement advertising and earned media campaigns. 4. The Contractor is responsible for developing or modifying advertising/marketing/creative concepts and direction (including but not limited to 30-second TV and 30- and 60-second radio spots). a. All creative concepts/materials/productions must be copyright free, including non-rights managed visual materials (to be used in print, online and other forms) and full buy-out (unrestricted use) of talent in all Michigan media (broadcast, cable, and online) for a minimum four year period. The Contractor must ensure that, in negotiations of talent rights, the State will be signatory on all talent/property rights. b. It is essential that all communications be diverse and culturally competent. 5. The Contractor must direct and coordinate television and radio production and review all aspects including budgets, casting, music, and special effects with the MDCH. a. The Contractor is responsible for shooting, recording, editing, and post-production. b. The Contractor must deliver both rough cuts and finished spots to MDCH for final approval within the timeframe defined by MDCH, but no less than one working day. c. The Contractor is responsible for producing and duplicating media materials as needed in a variety of formats, including Beta, Digital Beta, wmv files, mov files, mp3 files, etc. 6. The Contractor is responsible for producing internet project deliverables in support of TV and radio messaging, including repurposed-TV ads, banner ads, splash pages, etc. 7. The Contractor is responsible for producing other project deliverables including billboards, posters, banners, flyers, e-mail marketing messages, etc. 8. The Contractor must create, produce and distribute (i.e. packing & shipping to retailers or warehouses as required) collateral materials as needed. This includes but is not limited to the following: a. b. c. d. e. f. Advertising specialty items. Brochures. Trade show, conference and related promotional materials. Direct mail pieces. Video production and photography services. Branded fulfillment envelopes. 9. The Contractor is responsible to buy and negotiate radio and television air time, publication space, outdoor and transit space, direct mail services, and any other media used for advertising and promotions projects. 14 Contract No. 071B1300043 10. The Contractor is responsible for advertising placement, negotiation of matching spots, value added, bonus, and other means to further advertising reach, as well as follow-up reporting to include invoice reconciliation, and audience delivery assessments with an objective of receiving plus or minus 10 percent of the Gross Rating Points (GRP) goal in the proposed media buy. a. The Contractor must negotiate make-good media-weight for any under-delivery to be scheduled during the next paid media flight. b. It is anticipated that the Contractor will negotiate bonus media weight to supplement the media buys and a final report of the base buy plus the bonus weight delivered no later than 60 days after the media buy and bonus have aired. Return on Investment (ROI) for the bonus weight must be included in the report. 11. The Contractor is responsible for developing media plans for paid advertising outlining: • Paid media budget. • Target audience. • Flight dates. • Geography/media markets. • Advertising units. • Media weight (gross rating point/GRP) levels and expenditures for each medium in each market. 12. The Contractor must provide in-depth analysis and evaluation of all media vehicles (radio, television, newspaper, magazine, outdoor, direct mail, etc.) available throughout the State as requested. 13. The Contractor must utilize not only paid media but also value added media, Michigan Association of Broadcasters (MAB) media, Michigan Cable Telecommunications (MCTA) media and Michigan Press Association (MPA) media. 14. The Contractor must ship all radio and television dubs, with appropriate traffic instructions, to stations in time to meet program deadlines. 15. The Contractor must conduct post-buy analysis and audit placement of media. The audit should focus on the measure of effectiveness of media buys in terms of cost, reach, frequency, continuity, and message dispersion requirements, etc. The Contractor should use findings to refine current and future media plans. 17. The Contractor must inform the State of and evaluate as requested any special or unique media placements or opportunities. 18. Situations may arise where the Contractor may not possess the experience and expertise necessary to effectively carry out a project. The State expects that, in those instances, the Contractor will propose, or the Contractor and the State will jointly identify, subcontractors as needed to creatively develop and oversee production of certain special programs or projects. 19. The Contractor must participate in quarterly Michigan Inter-agency Advertising Advisory Council (MIAAC) meetings with all State entities that procure advertising services, as well as with other State contracted advertising Contractors, to collaborate and share expertise and best practices to maximize resources and opportunities for the State of Michigan. 20. The awarded Creative and Media Advertising Services Contractor must administer a State issued MDCH Health Promotions Clearinghouse contract. The Contractor will be the prime contact for the Clearinghouse Contractor and will be responsible to coordinate all interrelated contract deliverables. 1.030 Roles and Responsibilities 1.031 Contractor Staff, Roles, and Responsibilities The following individuals have been identified as Key Personnel for this Contract: 15 Contract No. 071B1300043 Ellyn Davidson, Account Director / Social Media Director / Partner Lauren Cairns Zuzelski, Healthcare Division Account Supervisor / Associate Julia Shea, Healthcare Division Director / Partner Misi McClelland, Media Director / Partner Katrina McGarty, Senior Media Buyer / Associate Jo Lynn Agee, Senior Media Buyer / Associate Laurie Hix, Creative Director / Partner Melissa Weber, Senior Copywriter Dave Ryan, Senior Art Director / Mobile Director / Partner Vong Lee, Senior Art Director / Senior Associate Nikki Thompkins, Administrative Coordinator Deidre Bounds, Managing Partner 1.040 Project Plan 1.041 Project Plan Management Projects will be initiated using the following procedure: 1. The Contractor must meet with the MDCH Project Manager for direction and to discuss the specifics of each project to be undertaken. 2. For most work, the Contractor is required to prepare at least three creative concepts which the MDCH reviews. One concept is taken to final art or script, which is generally routed for review and comment through necessary staff. Once changes are made and reviewed, the concept will receive final approval from the MDCH to move forward. The Contractor must prepare an outline of activities, timelines and deliverables based on a budget, for the Contractor’s key personnel. 3. The Contractor is required to prepare Media Plans annually for all individual media campaigns. Once these Media Plans are reviewed and approved by the MDCH, the Contractor will proceed with developing individual Media Buys based on the Media Plans. The Contractor is required to submit these Media Buys to the MDCH for review and approval. The Contractor must prepare an outline of activities, timelines and deliverables based on a budget, for the Contractor’s key personnel. 4. The Contractor shall not begin any work on any project before the MDCH Project Manager has given formal approval and a work/expense authorization/purchase order (see Section 2.005) has been issued and signed. 5. Although there will be continuous liaison with the Contractor team, the Contractor must confer monthly at a minimum, with the MDCH’s Project Manager for the purpose of reviewing progress and providing necessary guidance to the Contractor in solving problems that arise. 6. The Contractor must confer with the MDCH, upon request of the Project Manager, to initiate services, requests, review materials, review progress, discuss problems, obtain advice and counsel, etc. 7. Upon failure to meet a predetermined deadline, the Contractor must provide an explanation for such failure as soon as it is known and submit an updated project schedule to the MDCH’s Project Manager. 1.042 Reports 1. The Contractor must provide conference reports (prepared and submitted within three working days of all meetings). 2. The Contractor must report on the efficiency and effectiveness of all marketing, promotion, and campaigns/projects against the goals and objectives established for the campaign/project. 3. The Contractor must submit brief written weekly and/or monthly summaries of progress which outline the work accomplished during the reporting period and budget information by purchase order/project. 16 Contract No. 071B1300043 4. The Contractor must provide periodic status report/presentations as requested by the MDCH Project Manager. 5. No later than two weeks prior to a media buy, the Contractor shall provide copies of the negotiated buy to the MDCH Project Manager so it can be shared with appropriate program staff. 6. No later than two months following the end of each media buy, the Contractor must prepare a final summary showing the amounts ordered and actually paid per station, publication or outdoor company. These summaries should be compiled by target group, by medium, by market, and showing a grand total. No-charge bonus or bonuses, or PSA schedules must also be summarized quarterly in the same way. 7. No later than two months following the end of each media buy, the Contractor must submit post analysis reports which compare any such schedule estimates against actual spot rotation deliveries. 8. No later than two months following the end of each media buy, the Contractor must submit evaluation reports with supporting data, describing how the media buy accomplished the intended goals of the buy. 1.050 Acceptance 1.051 Criteria The following criteria will be used by the MDCH to determine Acceptance of the Services or Deliverables provided under this SOW: For each project, the Contractor must first prepare an outline of activities, timelines and deliverables. Before approving invoices for payment, the Project Manager will review deliverables, review project hours and team members' involvement in the project, and review invoices for pass through expenses to verify costs are accurate and do not reflect markups. The Project Manager will also ensure Contractor's invoices include detailed information for the project. The MDCH shall reimburse the Contractor only for services and/or merchandise authorized by the MDCH approved by the Project Manager and purchase order (see Section 2.005). Payment shall not exceed the amount approved by authorized estimate without submission and approval of a revised estimate. All invoices should reflect actual work done. Specific details of invoices and payments will be agreed upon between the MDCH and the Contractor. 1.052 Final Acceptance – Deleted / Not Applicable 1.060 Proposal Pricing 1.061 Proposal Pricing For authorized Services and Price List, see Attachment A. The Contractor’s out-of-pocket expenses are not separately reimbursable by the State unless, on a case-by-case basis for unusual expenses, the State has agreed in advance and in writing to reimburse Contractor for the expense at the State’s current travel reimbursement rates. See www.michigan.gov/dtmb for current rates. The Contractor must provide detailed invoices for services rendered which clearly outline the scope of billing. The Contractor must provide complete backup with Contractor invoices including signed estimates and all original copies of third-party invoices. The Contractor must also provide reconciliation of all projects approved for pre-billing immediately at their completion. The Contractor must make timely payments to all subcontractors without waiting for MDCH payment of corresponding invoices. The Contractor must maintain a line of credit for this purpose. 17 Contract No. 071B1300043 The Contractor must pass on all reductions in cost, such as volume and early payment discounts, to the MDCH, in the fiscal year in which the originating expenses occurred. The Contractor must submit invoices for reimbursement not less frequently than monthly. All invoices shall be submitted with supporting documentation justifying costs to be reimbursed (also see Section 2.044). The Contractor must allow 45 days from the date of receipt of accurate and complete invoices and backup for receipt of payment. In addition, the Contractor may provide details for invoice discounts for early payment of monthly billings. 1.062 Price Term Prices quoted are firm for the entire length of the Contract. 1.063 Tax Excluded from Price (a) Sales Tax: For purchases made directly by the State, the State is exempt from State and Local Sales Tax. Prices must not include the taxes. Exemption Certificates for State Sales Tax will be furnished upon request. (b) Federal Excise Tax: The State may be exempt from Federal Excise Tax, or the taxes may be reimbursable, if articles purchased under any resulting Contract are used for the State’s exclusive use. Certificates showing exclusive use for the purposes of substantiating a tax-free, or tax-reimbursable sale will be sent upon request. If a sale is tax exempt or tax reimbursable under the Internal Revenue Code, prices must not include the Federal Excise Tax. 1.064 Holdback – Deleted / Not Applicable 1.070 Additional Requirements 1.071 Additional Terms and Conditions specific to this Contract The State will not provide office space, access to State systems or parking for Contractors. 18 Contract No. 071B1300043 Article 2, Terms and Conditions 2.000 Contract Structure and Term 2.001 Contract Term The Contract is for a period of four years beginning October 1, 2010 through September 30, 2014. All outstanding Purchase Orders must also expire upon the termination (cancellation for any of the reasons listed in Section 2.150) of the Contract, unless otherwise extended under the Contract. Absent an early termination for any reason, Purchase Orders issued but not expired, by the end of the Contract’s stated term, will remain in effect for the balance of the fiscal year for which they were issued. 2.002 Options to Renew The Contract may be renewed in writing by mutual agreement of the parties not less than 30 days before its expiration. The Contract may be renewed for up to one additional one year period. 2.003 Legal Effect Contractor must show acceptance of the Contract by signing two copies of the Contract and returning them to the Contract Administrator. The Contractor must not proceed with the performance of the work to be done under the Contract, including the purchase of necessary materials, until both parties have signed the Contract to show acceptance of its terms, and the Contractor receives a Contract release/purchase order that authorizes and defines specific performance requirements. Except as otherwise agreed in writing by the parties, the State assumes no liability for costs incurred by Contractor or payment under the Contract, until Contractor is notified in writing that the Contract (or Change Order) has been approved by the State Administrative Board (if required), approved and signed by all the parties, and a Purchase Order against the Contract has been issued. 2.004 Attachments & Exhibits All Attachments and Exhibits affixed to any and all Statement(s) of Work, or appended to or referencing the Contract, are incorporated in their entirety and form part of the Contract. 2.005 Ordering The State will issue a written Purchase Order, Blanket Purchase Order, Direct Voucher or Procurement Card Order, which must be approved by the Contract Administrator or the Contract Administrator's designee, to order any Services/Deliverables under the Contract. All orders are subject to the terms and conditions of the Contract. No additional terms and conditions contained on either a Purchase Order or Blanket Purchase Order apply unless they are also specifically contained in that Purchase Order's or Blanket Purchase Order's accompanying Statement of Work. Exact quantities to be purchased are unknown, however, the Contractor must furnish all such materials and services as may be ordered during the Contract period. Quantities specified, if any, are estimates based on prior purchases, and the State is not obligated to purchase in these or any other quantities. 2.006 Order of Precedence (a) The Contract, including any Statements of Work and Exhibits, to the extent not contrary to the Contract, each of which is incorporated for all purposes, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements, whether written or oral, with respect to the subject matter and as additional terms and conditions on the purchase order must apply as limited by Section 2.005. (b) In the event of any inconsistency between the terms of the Contract and a Statement of Work, the terms of the Statement of Work will take precedence (as to that Statement of Work only); provided, however, that a Statement of Work may not modify or amend the terms of the Contract, which may be modified or amended only by a formal Contract amendment. 2.007 Headings Captions and headings used in the Contract are for information and organization purposes. Captions and headings, including inaccurate references, do not, in any way, define or limit the requirements or terms and conditions of the Contract. 19 Contract No. 071B1300043 2.008 Form, Function & Utility If the Contract is for use of more than one (1) State agency and if the Deliverable/Service does not the meet the form, function, and utility required by that State agency, that agency may, subject to State purchasing policies, procure the Deliverable/Service from another source. 2.009 Reformation and Severability Each provision of the Contract is severable from all other provisions of the Contract and, if one (1) or more of the provisions of the Contract is declared invalid, the remaining provisions of the Contract remain in full force and effect. 2.010 Consents and Approvals Except as expressly provided otherwise in the Contract, if either party requires the consent or approval of the other party for the taking of any action under the Contract, the consent or approval must be in writing and must not be unreasonably withheld or delayed. 2.011 No Waiver of Default If a party fails to insist upon strict adherence to any term of the Contract then the party has not waived the right to later insist upon strict adherence to that term, or any other term, of the Contract. 2.012 Survival Any provisions of the Contract that impose continuing obligations on the parties, including without limitation the parties’ respective warranty, indemnity and confidentiality obligations, survive the expiration or termination of the Contract for any reason. Specific references to survival in the Contract are solely for identification purposes and not meant to limit or prevent the survival of any other section. 2.020 Contrac