OKLAHOMA ENERGY RESOURCES BOARD ADVERTISING SERVICES AGREEMENT THIS ADVERTISING SERVICES AGREEMENT ("Agreement"). effective as ofthe day of .luly. 201 l. is made and entered into by and between the Oklahoma Energy Resources Board. an agency of the State of Oklahoma and Brothers Co. (hereinafter referred to as "Brothers"). WITNESSETH: WHEREAS, OERB has among its purposes. developing programs designed to demonstrate to the general public the importance of Oklahoma's oil and natural gas exploration and production industry. to encourage the wise and ef?cient use of energy. to promote environmentally sound production methods and technologies. and to support research and educational activities concerning the oil and natural gas exploration and production industry: and WHEREAS. OERB has caused to be prepared in accordance with law. certain plans. specifications. and other bidding documents for the hiring of a service provider to provide advertising and media services in furtherance of these purposes. as described in the Request for Proposal duly approved by OERB and issued and mailed to interested parties on January I7. 2011 (the and WHEREAS. Brothers. in response to said RFP. has submitted to OERB. in the manner and time specified. a proposal in accordance with the terms of the RF (the ?Proposal"): and WHEREAS. a selection committee made up of members of OERB and OERB staff (the "Selection ommittee") has reviewed and evaluated all proposals timely submitted. ranked same and conducted interviews with representatives ofthe highest ranking proposals: WHEREAS. the Selection Committee has provided summaries of their evaluations to OERB and has recommended the selection ofBrothers: and WHEREAS. the members of OERB have reviewed the summaries and heard the report of the Selection Committee and have determined Brothers to have competitive rates and the most responsible and best proposal: and WHEREAS. the members of OERB have approved and accepted the Proposal of Brothers to perform the services and duties outlined herein and in the RF and the Proposal. both of which are on ?le in the of?ces and WHEREAS. the members of OERB. on May 10. 2011. approved and authorized the Chairman to enter into a definitive agreement by the members and WHEREAS. OERB and Brothers desire to enter into this Agreement in order to set out with greater speci?city their respective rights. duties. obligations. representations and warranties. NOW, THEREFORE. for and in consideration of the above recitals which are an integral part of this Agreement. mutual agreements and covenants herein contained. and intending to be legally bound hereby. the parties to this Agreement hereby agree as follows: Section 1. Standard and Responsibilities of Performance. Brothers shall diligently perform this Agreement and the duties and services to be provided hereunder. exercising its best skills. efforts and knowledge in accordance with standard industry practices and in a good workmanlike manner. and shall use such methods. appliances. supervision and inspection in the performance of the services as will assure satisfactory quality of services conforming to the provisions of this Agreement. In performing its duties hereunder. Brothers shall at all times cooperate with OERB and faithfully execute all assignments and directives issued by OERB. and act in good faith and in the best interests of OERB and in an efficient. orderly. speedy and economical manner. Section 2. Prior OERB Approval. It is specifically understood and agreed by Brothers that OERB shall have total approval authority over any plan of advertising. publicity. media production. educational and other promotional materials. or any part thereof. and shall have the right to modify. delete. or change all or any part of same at any time. Brothers shall prepare and submit to OERB for written approval prior to publication or commercial distribution of all proposed OERB marketing and advertising materials. Consistent with OERB's budget. a job authorization/cost estimate. conference report form or signed budget shall be used to obtain OERB's approval prior to the expenditure of or commitment for any amount in excess of$l .000. It is specifically understood and agreed by Brothers that Brothers will not enter into any contract negotiations with a primary talent to represent OERB or act as a spokesperson for OERB without the prior written approval of OERB. representative shall be kept informed of all negotiations with any primary talent on behalf and be invited to participate in said negotiations. Any contractual arrangements with any primary talent purporting to represent OERB or to act as a spokesperson for OERB shall be subject to OERB approval. Section 3. Cooperation of OERB. OERB shall furnish to Brothers in a timely manner information and approvals for the orderly performance of Brothers' duties under this Agreement. including information regarding changes in OERB's policies and procedures which will affect Brothers' performance under this Agreement. Brothers. in performing the services required under this Agreement. may rely on data provided by OERB: however. Brothers assumes no responsibility or liability for its accuracy. Section 4. OERB Representative(s). OERB shall designate one or more representatives who shall be authorized to act on behalf of OERB in matters pertaining to the services to be provided. as described herein or in any amendment or addendum to this Agreement. representative(s) shall have access to and be allowed to consult with Brothers? personnel engaged in the performance of this Agreement during regular business hours and such other reasonable times and to the extent necessary to confirm satisfactory performance of services to be rendered hereunder. The OERB representative(s) shall at all times have access to the Documents. as defined in Section 12.1 of this Agreement. and Brothers shall provide proper facilities for access and inspection of same. The OERB representative(s) shall in all cases determine the amount. quality. acceptability and ?tness of the work performed by Brothers under this Agreement. Section 5. Con?icts of Interest. During the term of the agreement Brothers shall not. without the prior written consent of OERB. represent any organization that directly competes with OERB or which portrays the oil and natural gas exploration and production industry in an unfavorable light. OERB will not utilize any company for the advertising services contemplated under this Agreement without the prior written consent of Brothers. Section 6. Services to be Provided bv Brothers. Brothers shall perform functions standard and customary in the advertising business in connection with providing marketing. public education. media production and placement. promotion. public relations. and publicity for the statewide oil and natural gas exploration and production industry and public education effort related thereto as may be requested by OERB. These functions shall include working closely with OERB's representatives on any marketing assignment approved by OERB and using Brothers' best efforts to secure advertising. promotions. public relations. and publicity at the most advantageous rates available for OERB programs and obtain the maximum "stretch" possible. Unless otherwise provided. Brothers shall assume entire responsibility for the performance of the services provided under this Agreement. For purposes of this Agreement. "media" is understood to include radio. television. outdoor. Internet and print forms of communication in which advertising time or space is available for purchase. General Duties. Brothers shall provide advertising. media production. creative and marketing services to OERB. Brothers shall. as specifically requested by OERB: 6.1.1 Develop and submit a plan on how to accomplish attitude shifts/changes in favor ofthe oil an natural gas industry 6.1.2 Create. design and produce multi-media advertisements and collateral materials effective in generating increased public knowledge of the oil and natural gas industry 6.1.3 In consultation with and subject to the approval of OERB. develop and implement a detailed advertising plan. based on OERB's approved budget. 6.1.3.1 The advertising plan shall include a complete schedule of all proposed research. advertising. promotion. production. media placement. and public relations activities on behalf of OERB programs. This plan also includes detailed data concerning recommendation for target markets. proposed expenditures. creative concepts and proposed media vehicles. 6.1.3.2 The advertising plan shall be developed and implemented in cooperation and communication with the Public Education Committee and Executive Director The advertising plan shall include a detailed annual budget forecast containing quarterly projections of projects and their estimated cost. 6.1.4 Recommend. select and negotiate media purchases. 6.1.5 Demonstrate an ongoing media relationship that will provide competitive advertising opportunities. 6.1.6 Assist in maintaining and upgrading the OERB marketing plan. 6.1.7 Design and create interactive Web sites that effectively support public awareness and educational programs. 6.1.8 Develop and submit a plan on how to educate producers and royalty owners on why they should support OERB and its efforts. 6.1.9 Develop and submit a plan on how to educate children/students about the dangers ofplaying around well sites. 6.1.10 Assist in the development ofSocial Media projects 6.1.11 Produce and present logos. theme lines. brochures. musical themes and audiovisual productions as needed. 6.1.12 Provide and support still and video photography needs. 6.1.13 Support and assist with special event promotions. press conferences and public service programs. 6.1.14 Cooperate with oil and natural gas industry associations in support of objective of having a coordinated statewide public education effort. Section 7. Brothers? Control. Brothers shall be an independent contractor notwithstanding any other provisions of this Agreement and shall be fully responsible for and shall have the sole and exclusive direction and control of its employees. subcontractors and agents in the means and methods required to provide the services contemplated under this Agreement. Nothing herein shall be construed to create any contractual relation between OERB and any other party. Section 8. Subcontractors. Brothers shall have the right to enter into agreements with third parties to provide some. but not substantially all. of Brothers' duties and/or services under this Agreement. In the event Brothers subcontracts some of its duties hereunder. Brothers' selection and engagement of its subcontractors shall comply with OERB's then current policies and procedures for subcontractor selection and engagement. including. without limitation. the requirement that all subcontracts be competitively bid. Brothers shall diligently monitor and supervise the subcontractor?s performance of its duties under the subcontracts. Brothers shall remain ultimately responsible and liable for the management and performance of Brothers? duties under this Agreement notwithstanding OERB's consent to Brothers' entering into subcontracts. Each subcontractor selected by Brothers shall be subject to the confidentiality provisions herein. Ownership of all photographic negatives. film. original art and similar print film and broadcasting materials produced by any such third party shall be the property Brothers shall take reasonable steps to insure same are delivered to OERB upon termination of this Agreement or at the request of OERB. Brothers shall notify. in writing. any subcontractor selected or retained by Brothers to perform any of Brothers? duties or services under this Agreement. expectation of con?dentiality and proprietary rights to any materials produced by subcontractor. and shall request an acknowledgment of same from the subcontractor. as a condition of providing services on OERB related projects. Section 9. Responsibility! for Final Materials. ln placing an advertisement or making arrangements for the preparation of other authorized promotional and/or public relations materials. Brothers shall incorporate the advertising. public relations and promotional materials approved by OERB into the format required to carry out the contemplated project or assignment and forward same to the appropriate "agency" with all instructions necessary for the ful?llment of the particular project or assignment. Brothers shall choose and verify instructions. displays. broadcasts. or other media to be utilized in a manner and to the degree ordinarily exercised by prudent and reputable advertising agencies performing similar services in the same or similar locality. 9.2 Even though OERB approval has been received. Brothers shall be responsible for undertaking all appropriate measures to ensure that there are no typographical or other errors or omissions in the final advertisements or other media materials. 9.3 Brothers shall audit and verify the accuracy of all invoices submitted by the media or other vendors for space. preparation. and/or promotional services. including but not limited to a verification that said invoices are consistent with bids. quotes and/or estimates submitted by such media or vendors. 9.4 Brothers must submit to OERB copies of all insertion orders. change orders. and purchase orders with media suppliers. 95 Brothers must also submit to OERB all tear sheets and broadcasters? affidavits. both of which shall note the date of publication or broadcast. Section 10. Responsibilities for Releases and Permits. Brothers shall be responsible for obtaining all releases. licenses. permits or authorizations for the use of any photographs. copyrighted materials. art work property or intellectual contract rights claimed by or belonging to any third parties proposed to be used by Brothers in the performance of its services under the contract. Brothers shall indemnify and hold OERB and its board members. employees and representatives harmless from any such third party claim. In the event any such photographs. copyrighted materials. art work property. or intellectual contract rights belonging to third parties are provided to Brothers by OERB. OERB shall be responsible for obtaining the appropriate releases. licenses. permits. or authorizations. Section 11. Reports to OERB. Brothers shall prepare and submit progress reports to OERB. which reports shall be submitted three (3) days prior to each regularly scheduled meeting of OERB. The reports shall be in such form and contain such information as OERB may reasonany request. but in any event. including the following information: 11.1.1 A budget report setting forth. in detail. all expenditures made pursuant to this Agreement. The budget report shall be in a form approved by OERB. but it shall at a minimum set forth by category. production. media. student education. etc. the estimates and expenditures for each project thereunder for the prior month. the year to date total. the amount budgeted. and the balance remaining. 11.1.2 A status report as to all projects undertaken by Brothers in furtherance of this Agreement. advertising. promotion. public relations. public education programs or other approved services. 11.1.3 An adveitising schedule containing a list of advertising or other promotional releases and their anticipated dates of publication or airing. 11.1.4 A conference report summarizing all meetings and discussions of the Public Relations Committee and/or the Executive Director 1 1.2 A representative ofBrothers shall. upon request ofthe Executive Director or Chairman of the Public Education Committee. attend the meetings of OERB and be prepared to present Brothers' report and respond to questions from the members Section 12. Record Keeping. 12.1 OERB Records. Brothers shall be responsible for the creation. compilation and maintenance of various records pertaining to OERB. including. but not limited to. plans. documents and recommendations of Brothers. scripts. copy. graphics and original art work. releases from talent involved in advertising promotion or public relations. photographs. video and audio tapes. including duplicates and out takes. correspondence. accounting records and reports. and other instruments and supporting documents. exhibits and records generated pursuant to Brothers' provision of services under this Agreement (the "D0cuments"). All such Documents produced or utilized are the confidential proprietary property of OERB and may be used. reproduced. disclosed or distributed by OERB for whatever reason OERB. in its sole discretion. deems appropriate without the necessity of obtaining permission from Brothers and without expense or charge by Brothers. Brothers shall deliver any such Documents. together with all drafts. notes. negatives. etc.. to OERB upon request by OERB. provided. there shall be no undisputed outstanding indebtedness owed to Brothers by OERB. Upon termination of the agreement for any reason. all such proprietary information and property and materials produced by Brothers shall be returned to OERB and OERB shall be free to use any and all such information for any purpose. Brothers agrees to make a sincere attempt to recover all materials provided to the media for advertising purposes. Brothers will request in writing that media users leave all advertising materials intact and that all materials be returned to Brothers. 12.2 Maintenance of Records. Brothers shall keep and maintain all such records in an organized. clearly identi?able. systemized fashion. in a location convenient to. and easily accessible to. OERB. All Documents maintained by Brothers shall be separately housed and maintained from Brothers' records at all times. and shall not be intermingled with Brothers' records. 12.3 Open Records Act. All OERB records are subject to the Oklahoma Open Records Act. 51 OS. 24A.1. et seq. (the unless OERB notifies Brothers to the contrary. 1n the event Brothers claims any exemption from the ORA with respect to any document. report or other record provided to. or filed with. OERB. Brothers shall provide an opinion of counsel in a form satisfactory to OERB that said record is exempt from the ORA. OERB reserves the right to release any such record. if OERB. in its sole discretion. determines that failure to release same would be a violation of the ORA. OERB assumes no responsibility or liability to any third party as to the content or accuracy ofany Document provided to or filed with OERB by Brothers. 12.4 Copies. Brothers shall furnish to OERB one copy of all Documents or other records together with supporting documentation required hereunder. Brothers reserves the right to keep copies of all the Documents. However. the use of same without the express. written consent of OERB is strictly forbidden. Section 13. Copyrights. Brothers shall not assert any rights at common law or in equity or establish any claim to statut01y copyright in any materials or information developed under this Agreement. Brothers will undertake any and all customary precautions to protect the name and logo and any other materials to which OERB claims a right of copyright. Section 14. Accounting and Auditing. Brothers shall establish in its books and records. a separate account for each project or assignment undeitaken on OERB's behalf. and shall maintain true and correct accounting records pertaining to all activities relating to the performance of this Agreement and all transactions related thereto. Brothers further agrees to retain all such accounting records under this Agreement for a period of not less than three (3) full calendar years and notify OERB thirty (30) days prior to destroying any such records. The State or any representative or representatives authorized by OERB may audit the accounting and any and all other related records of Brothers pertaining to. or involving this Agreement or the duties and/or services to be provided by Brothers under this Agreement. at any time or times during the term of this Agreement and for a period of three (3) full calendar years following its termination. Section 15. Annual Budget. 11 is understood that total annual budget is dependant upon total assessments paid by the natural gas and oil industry pursuant to the Oklahoma Energy Education and Marketing Act. 51 0.8.. Sections 288.]. et seq. and the total refunds of such assessment requested and paid. Accordingly. the total annual budget for all media and advertising costs. including compensation to be paid to Brothers for services provided hereunder. may not exceed the amount approved by the OERB for such costs for the applicable fiscal year. Brothers shall provide OERB with cost estimates for each project OERB directs Brothers to undertake. which estimates shall include the costs to be billed by and paid to third parties to successfully complete the project. Brothers shall not begin work on a project until an authorization and estimate is signed by a designated representative of OERB. Brothers shall immediately provide OERB with a revised estimate if at any time after receiving authorization it is anticipated that the total costs for a project will exceed the authorized estimate by more than ten percent Secti0n16. Compensation. 16.] Brothers' compensation shall be derived entirely from fees charged for providing OERB the services described herein. Brothers may provide such other services to OERB upon OERB's prior written consent and agreement to such additional costs and fees. Brothers shall provide OERB invoices and reports dealing with expenditures in accordance with OERB's disclosed budgets. A description of Brothers? hourly fee structure is attached hereto as Exhibit and any revisions or changes in rates or fees must be pie-approved by the OERB prior to the annual renewal ofthis contract and agreement. 16.2 Any commissions earned from media purchased for OERB by Brothers will be credited against Brothers' charges to OERB. Media purchases will be billed to OERB on Brothers' invoice. 16.3 Any third party expenses previously authorized in writing by OERB will be billed to OERB at Brothers' cost. Such third party expenses shall be billed to OERB on Brothers' invoice. Costs incurred by Brothers due to any error. fault. or negligence on the part of Brothers. its subcontractors. agents. or employees. or due to their failure to comply in all respects with the provisions ot?this Agreement shall not be invoiced to. nor paid by OERB. 16.4 In general. reimbursement for authorized travel expenses shall be made in accordance with the State Travel Reimbursement Act. 74 0.8.. Section 500.]. et seq. For travel outside the State ofOklahoma. Brothers shall submit a request for travel approval stating the objective ofthe travel and the estimate actual necessary expenses of same. Reimbursement shall be made on this basis of an itemized request for reimbursement of costs. Reimbursement for the authorized use of Brothers motor vehicles shall be made using the amount prescribed by the Internal Revenue Code of 1986. as amended. or rules. procedures or other action by the Internal Revenue Service. for use in determining the standard mileage rate allowed for a business expense deduction. Distances for which reimbursement for use of Brothers motor vehicles is claimed shall not exceed distances set forth in the latest Transportation Commission road map. Vicinity travel on business within the scope of this Agreement shall be entered on travel claims as a separate item. Reimbursement for fares paid for airplane transportation shall not exceed coach class fare. Travel time for Brothers personnel shall be billed to OERB at one-half the normal hourly rate of said Brothers personnel. Section 17. Invoicing. Brothers shall use an invoice system. mailing statements to OERB. Payments will be made in accordance with State purchasing laws. 17.] Media broadcast charges will be paid in the broadcast month. In accordance with standard industry practices. and as necessary to accommodate vendor requirements. media advertising will be billed sixty (60) days prior to publication. 17.2 Billing for production materials on an individual job shall be on a progressive basis. based upon work completed. Where the required billing system does not accommodate supplier demands. Brothers will notify OERB. and a special billing will be prepared. Instances where this occurs or may occur shall be identified on the estimate. 17.3 Billing for major broadcast projects. audiovisuals. or motion pictures will be on a progressive payment basis. based on an estimate of total cost. as work is progressively completed. Where the required billing system does not accommodate supplier demands. Brothers will notify OERB. and a special billing will be prepared. Instances where this occurs shall be identified on the estimate. 17.4 Brothers shall itemize costs on invoices. but need only itemize time and material charges when specifically requested by OERB. The breakdown of any job or project shall be made available to OERB at any time. upon request. Section 18. Insurance. Throughout the term of this Agreement. Brothers will carry and pay for insurance coverage in amounts not less than the amounts as further described below: 18.1 Worker?s Compensation Insurance - statutory. Workers? Compensation. including Occupational Disease as required by applicable state and federal workers? compensation statutes. 18.2 Commercial General Liability Insurance - $1.000.000. Commercial General Liability Insurance covering bodily injury and property damage with a combined single limit of $1 .000.000 applicable per occurrence. This insurance must cover all operations and obligations ofBrothers required to this Agreement. 18.3 Business Automobile Liability Insurance - $1.000.000. Business Automobile Liability. including owned. non-owned and hired vehicles with a combined single limit in amounts per occurrence for bodily injury and property damage of$1.000.000 or such limits as are required by law. whichever is greater. 18.4 All of the insurance policies described above shall be written or endorsed to be primary to any other insurance available to OERB. The coverage described above shall be written or endorsed to name OERB and the officers. directors. employees and agents as named "Additional Insured." All ofthe insurance policies described above shall contain a waiver of subrogation providing that the insurance company shall have no right of recovery against OERB. Upon execution of this Agreement. Brothers will furnish OERB certificates of insurance certifying that the above insurance is in full force and effect. but receipt of any certificate shall not constitute acceptance thereof nor a waiver of Brothers? responsibilities hereunder. Each certificate shall contain a provision stating the insurer agrees to give OERB at least ten (10) days? prior written notice in the event ofcancellation or material change in the insurance. Brothers will instruct its insurer(s) to transmit certi?cates directly to OERB at the address given below. Oklahoma Energy Resources Board 3555 Northwest 58'h Street. Suite 430 Oklahoma City. Oklahoma 73] 12 Brothers shall require each subcontractor employed by Brothers to carry insurance of types and amounts necessary to cover risks inherent in the work of that subcontractor. In the event Brothers subcontracts ?fty percent or more of the work to the performed on any given project. for example. without limitation. television production. then Brothers shall require the subcontractor to provide proof of insurance conforming with Brothers? requirements under this Agreement and shall provide OERB with certi?cates of insurance evidencing said coverage. The requirements for insurance set out above are not a representation that the coverage and limits provided thereby are suf?cient to protect the interest of Brothers and shall not be deemed as a limitation on Brothers? liability. Section 19. Term of Agreement/Assignabilitv. This Agreement will be effective July l. 20]] for a term not to exceed ?ve (5) years. subject to annual review and extension after the ?rst. second. third and fourth years and subject to termination as provided herein. A review of Brothers' performance shall be made by OERB not later than ninety (90) days prior to the expiration of the ?rst. second. third and fourth year of this Agreement. Following such review. the decision of the members shall be communicated to Brothers in writing. Section 20. Termination of Contract. 20.] OERB shall have the absolute right. at OERB's sole discretion. to modify. reject. cancel or stop any and all plans. schedules. and work in process upon noti?cation of Brothers. In such event. Brothers shall immediately take proper and responsible action to carry out the instructions of OERB. OERB. however. agrees to assume Brothers' liability for any commitments made by Brothers on OERB's behalf prior to receipt of such noti?cation and shall be obligated to reimburse Brothers for actual losses Brothers may sustain therefrom. 20.2 This agreement may be canceled by either party giving the other party 30 days' written notice of intent to terminate. In the event of such notice by OERB to Brothers. all outstanding invoices shall be paid in full within the 30-day period. With respect to any undisputed and unpaid invoices. Brothers shall have no obligation to deliver to OERB materials produced by Brothers in connection with said invoices. until same are paid. 20.3 OERB shall have the right to immediately terminate this contract upon written notice to Brothers in the event OERB determines in its sole judgment that Brothers is producing on behalf ofany other client advertising materials that portray OERB or the oil and natural gas exploration and production industry in an unfavorable light. 20.4 Should Brothers fail. or refuse to perform the services assigned by OERB. or. if at any time. OERB representative is convinced that the services contemplated hereunder are unduly delayed. or that the conditions of the Agreement are being violated or executed carelessly. or in bad faith. he may notify Brothers in writing. and. if the faults complained of are not corrected to the satisfaction of OERB representative within the time speci?ed in such notice. then Brothers shall. upon demand representative discontinue all services under the Agreement. 20.5 lfa petition in bankruptcy is filed by or against Brothers. OERB may at its option cancel this Agreement. 20.6 Upon termination of this Agreement for any reason. and satisfactory payment of all unpaid invoices. Brothers shall deliver to OERB all drawings. plans. specifications and copies thereof. along with other Documents which have been developed or furnished as a result of services performed under this Agreement. 20.7 Upon termination of this Agreement for any reason. and satisfactory payment of all unpaid invoices. Brothers shall deliver to OERB all drawings. plans. specifications and copies thereof. along with other Documents which have been developed or furnished as a result of services performed under this Agreement. 20.8 If either party to this Agreement exercises the right to cancel this Agreement. Brothers' duties and responsibilities shall continue in full force and effect during the period between the giving of notice of cancellation and the effective date of cancellation. Brothers' responsibility shall include the ordering or billing of advertising and media whose closing dates or broadcast dates fall within such period--provided that OERB authorized Brothers to proceed with the advertising during this period. 20.9 This Agreement shall not be assignable to any other advertising firm or corporation for completion of performance: however. the rights and obligations contained in this Agreement shall inure to any successors 20.10 This Agreement may be amended only by written agreement of both parties. Section Unforeseen Conditions or Occurrences. It is possible that unforeseen conditions or occurrences may be encountered which could substantially alter the necessary services or the risks involved in completing services under this Agreement. If this occurs. Brothers will notify and consult with OERB. Possible resulting actions could include: 21.] Complete the original Scope of Services in accordance with the procedures originally intended in Brothers' Proposal: 21.2 Agree with OERB to modify the Scope of Services and an estimate ofcharges to include study ofthe unforeseen conditions or occurrences. with such revision agreed to in writing: and/or 21.3 Terminate the services effective on the date specified by Brothers in writing. Section 22. Compliance with Laws. This Agreement is made expressly subject to. and Brothers expressly agrees to comply with and abide by. all of the laws of the United States and of the State of Oklahoma and any political subdivision thereof or any other State wherein this Agreement is to be performed. including all rules and regulations now existing or that may be hereafter promulgated under and in accordance with any such law or laws including any administrative and operational rules insofar as the same may be applicable in any way to Brothers? performance under this Agreement. Brothers in its employment practices shall comply with all state and federal laws prohibiting discrimination in employment practices because of sex. race. religion. creed. color. ethnic background. age and disabilities. Section 23. Law Governing. This Agreement shall be governed in all respects by the laws of the State of Oklahoma. Any action to enforce any provision under this Agreement or any dispute arising out of this agreement shall. if litigation is necessary. be brought in the District Court of Oklahoma County. Oklahoma. Brothers consents to the jurisdiction and venue of the District 01111 ofOklahoma County. excepting disputes involving copyright or antitrust claims. Section 24. Con?dentiality and Publicity. Brothers shall not. and shall insure that its employees shall not. disclose details of the services to be provided under this Agreement. to any person or persons except those engaged in its performance. and only then to the extent required for the services being provided. Brothers agrees to take reasonably necessary action. including giving notice as set forth in Section 8 of this Agreement. to ensure that its employees and any subcontractors do not disclose to others any of the details of the services to be provided under this Agreement. Section 25. Non-Waiver of Defaults. Any failure by OERB at any time. or from time to time. to enforce or require the strict keeping and performance of any ofthe terms or conditions of this Agreement. or to exercise a right hereunder. shall not constitute a waiver of such terms. conditions. or rights. and shall not affect or impair same. or the right of OERB at any time to avail itself of same. Section 26. Survival. All obligations arising prior to the termination of this Services Agreement and all provisions of this Agreement allocating responsibility or liability between OERB and Brothers shall survive the completion of the services and the termination of this Agreement. Section 27. Integration. This Agreement. including Schedule A incorporated herein. constitute the entire agreement between the parties and cannot be changed except by a written instrument signed by both the parties. Section 28. General Provisions. The captions and headings used in this Agreement are intended for convenience only and shall not be used for purposes of construction or interpretation. Section 29. Severabilitv and Enforceabilitv. It is intended that if any provision of this Agreement is unenforceable for any reason. it shall be adjusted rather than voided. if possible. in order to achieve the intent of the parties. In any event. all other provisions of this Agreement shall be deemed valid. binding and still enforceable. In the event either party commits any material breach of this Agreement. including without limitation any breach of any indemnity obligation. in addition to any other remedy that the aggrieved paity may have at law or equity. it shall be entitled to recover all costs. including without limitation. court costs and attorneys fees. incurred in any proceeding wherein the aggrieved party seeks redress for such breach. All releases and indemni?cation contained in this Agreement shall survive the completion. expiration. termination or mutual rescission of this Agreement. BROTHERS: Brothers o. Byz< I/gqh Title: STATE OF OKLAHOMA ss. COUNTY OF Before me. the undersigned Notary Publi 'n and. for said County and State. on this Q?day of Six ne . 201 I. personally appeared (ml 7)??th . to me known to be the identical person who subscribed the name of BROTHERS CO. to the foregoing instrument as its President and acknowledged to me that _he executed the same as free and voluntary act and deed and as the free and voluntary act and deed of such corporation. for the uses and purposes therein set forth. Given under my hand and seal ofof?ce the day and year last above written. My Commission Expires: - 2013 '0 1/0900 9"5 2), Public Notary 'gL 185/3? OERB: sX?Eof), Oklahoma Energy Re ources Board By??wq" 0V . Title: (?aw . . . . . Certification for Competitive a ta eo a oma Bid and Contract (Non-Collusion Certification) In accordance with 74 0.8. 85.22. a certi?cation shall be included with any competitive bid or contract submitted to the State for goods or services. Solicitation ?ProjectNumber? A. For purposes of competitive bid or contract, I certify: 1. I am the duly authorized agent of ?Contractor? the bidder submitting the competitive bid herewith, for the purpose of certifying the facts pertaining to the existence of collusion among bidders and between bidders and state officials or employees, as well as facts pertaining to the giving or offering of things of value to government personnel in return for special consideration in the letting of any contract pursuant to said bid; 2. I am fully aware of the facts and circumstances surrounding the making of the bid to which this statement is attached and have been personally and directly involved in the proceedings leading to the submission of such bid; and 3. Neither the bidder nor anyone subject to the bidder's direction or control has been a party: a. to any collusion among bidders in restraint of freedom of competition by agreement to bid at a ?xed price or to refrain from bidding, b. to any collusion with any state official or employee as to quantity, quality or price in the prospective contract, or as to any other terms of such prospective contract, nor 0. in any discussions between bidders and any state official concerning exchange of money or other thing of value for special consideration in the letting of a contract. 8. I certify, if awarded the contract, whether competitively bid or not, neither the contractor nor anyone subject to the contractor?s direction or control has paid, given or donated or agreed to pay, give or donate to any officer or employee of the State of Oklahoma any money or other thing of value, either directly or indirectly, in procuring this contract herein Authorized Signature Certified This Date 74/4 gag/rags 725 24/; 9522 33% cm? Phone Number Email Fax Number Confidential till 8 NATURAL GAS - Pnunucms a mum uwmns. Hourly rate schedule for advertising services to OERB as of July 1, 2011 Service Function Hourly Rate. Creative Services Creative Direction Concept Development $135 Copywriting $1 10 Design Layout $110 Art Direction $110 Production Art $95 Production Management Interactive Services Interactive Architecture $125 Interactive Design Layout $110 Interactive Coding, Programming $100 Interactive Management $100 Digital Conversion, Multi-media $75 {Pr9asicast4hvidedu Broadcast Pre-production I I i I - $0 Videography $110 Art Direction, Broadcast $110 Recording, Direction $110 Broadcast Editing, Mixing $110 Digital Video Production, Editing St__ra_tegy, Research, Account Services Strategic Planning, Research $125 Project Management $100 Project Coordination $85 - . - - Media Planning $110 Media Buying $95 Traffic $75 Charges. PDF for Client Review, Press Ready, CD Burn BROTHERS COMPANY