12-18-25 FA

Pro Forma 32601-26001 Marketing and Advertising Services

CONTRACT

BETWEEN THE STATE OF TENNESSEE,

DEPARTMENT OF TOURIST DEVELOPMENT

AND

CONTRACTOR NAME

This Contract, by and between the State of Tennessee, Department of Tourist Development (“State”) and Contractor Legal Entity Name (“Contractor”), is for the provision of marketing and advertising services, as further defined in the "SCOPE." State and Contractor may be referred to individually as a “Party” or collectively as the “Parties” to this Contract.

The Contractor is a/an Individual, For-Profit Corporation, Non-Profit Corporation, Special Purpose Corporation Or Association, Partnership, Joint Venture, Or Limited Liability Company.

Contractor Place of Incorporation or Organization: Location Contractor Edison Registration ID # Number

A. SCOPE:

A.1. The Contractor shall provide all goods or services and deliverables as required, described, and detailed below and shall meet all service and delivery timelines as specified by this Contract.

A.2. Definitions. For purposes of this Contract, definitions shall be as follows and as set forth in the

Contract:

a. ADA Committee: means the State’s committee formed to provide guidance to agencies on changes to the Americans with Disabilities Act (“ADA”) compliance regulations.

b. Beat(s): mean specific subject or topic that journalists specialize in and focus their articles or coverage.

c. Co-op: refers to the term Cooperative and can be utilized in the format of advertisement or marketing. Co-ops are a cost-effective way for the State and its partners, e.g.

Destination Marketing Organizations, state attractions and/or State and Federal Tourism Organizations to reach their target markets collectively.

d. Destination Marketing Organization (“DMO”): an organization which promotes a location as an attractive travel destination. DMOs are known as tourist boards, tourism authorities or Convention and Visitors Bureaus.

e. Engagement: Measures the public shares, likes and comments regarding the State’s online marketing efforts.

f. Familiarization Tour (“FAM”): is a tour intended to familiarize the attendees with the host destination.

g. Impressions: Impressions is the consumption of any advertisement on any medium by public audience. Including but not limited to: television, terrestrial or internet radio, social media, websites, and print publications.

h. Incremental Lift (“Lift”): is the increase in sales or conversions directly attributable to a marketing campaign, beyond what would have occurred naturally without that campaign.

i. Press Kit: means an information package provided for members of the media to promote events, organizations, products or candidates. A press kit is also known as a media kit.

j. Production: shall be defined as, but not limited to, scouting locations, talent research and script writing.

k. Reach: means an estimate of how many unique people saw TN-related content. The State measures Reach by using unique visitors per month (“UVM”) to estimate audience size.

l. UVM: refers to the number of distinct individuals (or devices) that visit a specific website domain within a one-month period. Each visitor is counted only once, regardless of how many times they return during that month.

m. Website and Content Management System (“CMS”): means a software content management system specifically for web content. It provides website authoring, collaboration, and administration tools that help users with little knowledge of web programming languages or markup languages create and manage website content.

A.3. Administration.

a. Contractor shall maintain a business address in Tennessee with personnel available to meet with the State at its central office location.

b. The qualifications of Contractor’s personnel are crucial to this Contract; therefore, written notification, email being sufficient, to the State’s Assistant Commissioner of Marketing of changes in key personnel must be provided from Contractor within two (2) weeks prior to any personnel change. The written notification shall be provided to State upon the reassignment, departure, or hiring of key personnel who may be considered critical to the work performed. The State, in its sole discretion, shall approve personnel assignments and/or changes to the account.

c. Contractor shall not commence work on any services set forward in this Contract before submitting an estimate of the total project cost and receiving prior approval for each proposed project by the appropriate State official. Based on changes to any given project requested by State, Contractor shall submit revised cost/timing estimates for such a project. Such estimates shall be approved via email by State prior to the commencement of any such services by Contractor.

d. Originality of Work. All services provided by the Contractor shall be original in all respects. If any component of prior work is being utilized, that information shall be disclosed to State and project rate decreased as appropriate. The State must approve any use of prior work in writing.

A.4. Brand Development. The Contractor shall utilize an existing brand or, at the direction of the State, develop a new brand and/or sub-brand(s) to be incorporated into the marketing and promotion of the State. The purpose of such branding efforts shall be to support the State’s overarching goals, which include increasing both domestic and international visitation, encouraging longer stays, and driving greater visitor spending within Tennessee.

Brand development shall be an ongoing effort aligned with the State’s evolving marketing objectives and shall include, but not be limited to, the following:

a. Integrated Marketing and Communications. Development and implementation of advertising campaigns utilizing the approved brand and sub-brands. These campaigns shall be supported by an integrated communications plan tailored to reach a diverse set of audiences, along with a methodology to support, monitor, track, and maintain brand consistency and performance across all promotional activities.

b. Strategic Brand Positioning and Repositioning. Continual positioning or repositioning of the brand and sub-brands as necessary to respond to market trends, audience insights, or strategic shifts. Such adjustments shall be designed to maximize the effectiveness of the brand in achieving the State’s tourism marketing goals.

The Contractor shall collaborate closely with the State to ensure that all branding efforts are cohesive, data-informed, and consistent with the State’s broader tourism strategy.

A.5. Strategic Planning.

a. Contractor shall utilize and enhance the existing strategic plan or at the request of the State, create, develop and implement a revised or new comprehensive domestic and international strategic plan for marketing Tennessee tourism for State review and approval. Contractor’s plan shall include advertising initiatives and media placement for all marketing, public relations, sales, outreach, outdoor and other program initiatives as directed by the State in support of the brand and sub-brands.

b. The Contractor shall update the strategic plan at a minimum annually to propose marketing and media strategies to expand promotional efforts effectively into new markets, maintain successful markets and test markets.

c. Contractor shall research and be knowledgeable of current domestic and international travel and tourism marketing trends. Utilizing that expertise Contractor shall make recommendations to best promote Tennessee tourism to groups including, but not limited to, niche audiences and specific demographics, such as geographic and psychographic tourism consumer targets by means of paid, earned and owned media opportunities.

d. Contractor shall maintain an understanding of the overall objectives of the State and it’s prior and current marketing strategies, to effectively recommend and implement strong media and creative initiatives.

e. Contractor shall research and render a marketing analysis, with criteria/assessment points as provided by State, of the effectiveness of the State’s advertising campaigns and media purchases implemented at regular intervals during each year of the Contract.

Such analysis should include but is not limited to: tracking of all advertising and media placement efforts against agreed upon key performance indicators on an ongoing basis no less than once a month. Contractor shall ensure changes to media placement tactics, markets or brand creative to improve campaign performance be made with the State’s prior approval as warranted.

f. Contractor shall utilize the State’s consumer database information generated through the

State’s website, www.tnvacation.com (the “Website”), e-mails received, lead generation, and reports received by the State from the State’s call center contractor to assist with the development of an effective marketing strategy for the State.

g. Contractor shall provide professional advice and make recommendations for the development of marketing strategies and promotional activities to benefit the State’s marketing programs.

A.6. Marketing Services. The Contractor shall be responsible for understanding the overarching objectives of the State’s tourism advertising program and for developing and executing advertising campaigns that effectively support those objectives. Contractor’s campaigns shall be designed to drive measurable results, which shall be defined in collaboration with the State during the planning phase of each campaign.

a. Project Management.

1) All services provided under this Contract shall meet State’s marketing objectives and subject to the State’s approval prior to release. Rejection of any proposed campaign or project shall require the Contractor to continue development of the campaign/project to the State’s satisfaction.

http://www.tnvacation.com/

2) Licensing and Releases. Contractor shall secure all licenses and releases necessary to support legal compliance. License and release templates upon creation or change by Contractor must be reviewed and approved by the State’s Office of General Counsel for compliance with existing state and federal regulations prior to use.

Contractor shall maintain all licenses and releases in the campaign file for the term of the agreement and promptly provide to State upon request or contract termination.

3) Contractor shall manage services and track the status of required tasks to complete as directed.

4) Campaign/Program Measurement. Contractor’s measurable results may vary by campaign and may include, but are not limited to, metrics such as increased visitation, audience engagement, length of stay, visitor spending, brand awareness, or other performance indicators relevant to the State’s tourism marketing goals. The Contractor shall collaborate with the State throughout each phase of campaign development and execution to ensure strategic alignment and timely delivery of all deliverables.

b. Creative Services. Provide creative services such as concept development, copywriting, art direction, layout and design, video and image collection, graphic design, asset organization and management, and other creative services needed to support, develop and track the State’s brand and marketing campaign(s).

c. Production Services. Provide production services capable of supporting all aspects of a given campaign, including but not limited to: Print design; television spots; radio spots;

direct marketing; outdoor advertising, such as marketing activations, interactive exhibits, and other forms, of production services necessary to support the State’s marketing campaign(s).

d. Media Placement. Contractor shall be responsible for implementing the overall objective of the State’s marketing programs. Contractor shall utilize its industry knowledge and available research to support recommendations for media placements.

1) Contractor shall render media placement and related services for the State pursuant to the strategic marketing plan which shall include but not be limited to:

2) Provide recommendations for media placement that will accomplish outlined campaign goals, including projected Impressions or results, for the State to approve prior to purchase/buy;

3) Coordinate with the State and others, as may be required, to ensure that appropriate production materials are obtained to satisfy media placement requirements in a timely fashion to media vendor(s);

4) Provide the State with reports to document the media was placed as required;

provide post-buy analysis and media audits; and change tactics, with the State’s prior approval, as necessary for a given media placement campaign;

5) Conduct and provide research, surveys and studies as requested by the State or as needed to support digital advertising and media placement recommendations and decisions; and,

6) Contractor shall use commercially reasonable efforts to ensure the State’s marketing budget is deployed effectively by identifying and recommending the most impactful channels, strategies, and opportunities to maximize return on investment. Contractor shall actively pursue and, where available secure added value opportunities with media partners and vendors—such as bonus placements, increased results, editorial coverage, measurements tools or other enhancements. Throughout the engagement, Contractor shall act in the State’s best interest, providing objective, strategic guidance to avoid any conflicts of interest in vendor or media selections.

e. Co-op media program for partners. The Contractor shall be responsible for leading the research, evaluation, and management of cooperative media placement opportunities in collaboration with tourism partners, including but not limited to tourism organizations, attractions, and other relevant stakeholders to include identifying strategic media opportunities, vetting potential partners and platforms, developing media plans, negotiating placements, and managing the execution and performance of Co-op campaigns.

The Contractor shall provide full oversight of the Co-op media program and perform all necessary tasks to ensure successful implementation, including coordination with partners, tracking deliverables, ensuring compliance with brand standards, and providing performance reporting. Contractor’s services shall be provided proactively as part of the Contractor’s scope of work, and as otherwise requested by the State.

f. The Contractor shall provide ongoing support through senior-level account supervisors who shall be responsible for the communication and documentation of all media placement projects to include maintaining current and accurate records of project timelines, budget status, and deliverables.

The Contractor shall prepare and submit all necessary reports, cost estimates, accounting documentation, and financial records required to support the State’s oversight and to ensure compliance with the Contract’s payment terms and conditions.

In addition, the Contractor shall be responsible for generating and delivering detailed reports on all media activities and advertising campaigns—including Co-op programs, media placements, and special initiatives. Contractor’s reports shall include, but are not limited to, performance metrics, spend summaries, placement verification, and any other data required to evaluate effectiveness.

All required reports, including but not limited to media performance summaries, campaign updates, and CFG reports or other reports required by the State, must be submitted according to timelines specified by the State, no more than monthly.

g. The media buy fees shall include, but not be limited to, the Contractor developing and managing (i) Media plans from a strategic level to the tactical details; (ii) Media buying across traditional media and digital/interactive media; (iii) Media benchmarking providing perspective to the State as part of the strategy development; (iv) Media billing and payment to any and all third parties; (v) Ad prospecting; (vi) Research; (vii) Planning; (viii) Negotiating rates; (ix) Negotiating added value; (x) Buying; (xi) Contract signing (insertion orders or IOs); (xii) Maintenance/Stewardship buy; (xiii) Fulfillment of the buy; and/or (xiv) Recap of the buy; (xv) Implementing a strategic email segmentation plan, (xvi) Executing a retargeting strategy to enhance audience engagement and conversion.

h. Digital Advertising Services.

1) Implement a digital tourism promotion advertising concept(s) with art direction, copy and design, image collection, graphic design and other production services as requested by the State to support, develop, track, manage and maintain such digital advertising campaign(s);

2) Make adjustments or changes to the digital advertising campaign(s) as needed to meet the State’s digital marketing objectives;

3) Provide senior-level supervision of the digital advertising services, and document and communicate with the State as to the status and timeline of each on-line advertising campaign upon request by the State; and,

4) Render complete marketing analysis as the effectiveness of the State’s digital advertising campaign(s) implemented during each year of the Contract.

i. Email Marketing, Database Management and Lead Generation. Contractor shall consult on database management; creation and development of messaging content; and lead generation services to support and increase the size of the State-owned database which includes, but is not limited to the following services:

1) Contractor shall create and distribute outbound e-mails, newsletters, or other promotional announcements to subscribed customers that are maintained in the database as needed and advise for best practices related to lead generation programs that will increase the number and/or quality of customers maintained the State’s database, as follows:

a. Develop and maintain a consumer email onboarding and segmentation process;

b. Content of e-mails shall be consistent with areas of activity and/or interest requested by the customers and maintained in the database;

c. Expansion of the database shall include opportunities for Website interaction to generate more subscribed tourism leads;

d. Contractor shall maintain an expert-level knowledge of new technology and lead generation techniques and make recommendations that may benefit the State’s database and lead generation activities;

e. Provide reports no more than monthly, or as requested, of database and e-mail lead generation activities to the State to measure effectiveness of the activities and assist the State in better understanding the potential visitor and how to best formulate effective marketing strategies; and,

f. If requested by State, Contractor shall provide all software and database files to for operation and administration of the State’s database.

2) Any and all rights in and to the programming, source codes, data, information for and regarding the email subscribers, data and related deliverables as a result of the database, lead generations, and e-mails developed and/or provided by Contractor pursuant to the terms of this Contract shall be the sole and exclusive property of the State except as otherwise may be mutually agreed upon in writing and signed by the parties to this Contract in accordance with State contracting requirements.

j. Social Media Services. The Contractor shall provide comprehensive social media services to enhance the State's tourism marketing efforts. Contractor’s services shall include:

1) Recommendations for the State’s overall social media strategy to keep up-to-date on the latest social media trends, recommending best practices, presenting quarterly analytics, and advising relevant search terms to be implemented across all channels, including website, to help the State reach its target audience effectively.

2) Collaborate with the State to create quarterly content calendars for its social media channels and weekly email cadence.

3) Manage the State’s social media communities by actively responding to comments and messages and developing proactive strategies to encourage public interaction and engagement with the content.

4) Offer continuous guidance and feedback to ensure our social media presence remains active and effective around the clock, not just during specific campaigns.

5) Ensure that all the State’s brand campaigns and marketing programs are consistently and effectively represented across all our social media channels.

6) Facilitate influencer brand campaigns which includes curating lists of influencers, coordinating travel logistics to Tennessee, and managing communication between client and influencers.

7) Integrate social media and user-generated content initiatives to develop and maintain the platforms throughout the term of the Contract.

k. Other Marketing Services.

1) Contractor shall render additional research services as requested by the State.

2) Contractor shall work closely with the State’s contractors responsible for selling advertising in the Tennessee Vacation Guide, tnvacation.com and operating the State’s call center.

3) Coordinate directly with the travel and tourism industry in Tennessee (i.e., convention and visitor bureaus, tourism authorities, attractions, hotels) in the development and implementation of promotional and cooperative marketing campaigns as authorized by the State.

4) Evaluate and assist other marketing entities or sponsorship/partnership programs authorized by the State to leverage and maximize the State’s tourism marketing efforts and funding.

5) Contractor shall be available to participate and make oral and/or written presentations regarding the services it provides at meetings, conferences, or other events as requested by the State.

6) All content, websites, intellectual property and services provided by Contractor pursuant to the terms of this Contract shall be the sole and exclusive property of the State except as otherwise may be mutually agreed upon in writing and signed by the parties to this Contract in accordance with State contracting requirements.

7) Coordinate & communicate directly with industry partners.

8) Provide necessary reports, estimates, accounting documentation and other financial information necessary to comply with contract payment terms and conditions as set forth in the Scope of Services.

9) Coordinate & communicate directly with industry partners; Establish and maintain relationships with industry partners as an extension of TDTD staff. Attend some industry events as requested to assist Marketing team and/or present as SME on topics for the industry.

A.7. Website Content Management. As requested, Contractor shall be responsible for the ongoing website content management hosted on the State-owned, provided platform. Contractor shall obtain any licenses for applications needed to facilitate the website, such as hardware or software and provide to the State. Data and related deliverables resulting from the execution of the

Contract shall be developed and provided by the Contractor in such a manner that the State retains all rights to and ownership of said services, products and deliverables. Contractor shall ensure all work is performed within the continental United States.

a. Contractor shall perform an initial assessment and evaluation of the current Website and provide a plan to the State detailing a recommended development strategy to facilitate the State’s digital initiatives including continued development of the site and any hereafter created sites.

b. The Contractor shall be responsible for the ongoing content management and enhancement of the State’s primary consumer-facing tourism website, in alignment with the overall objectives of the State’s tourism marketing program. Contractor shall also ensure that all Website design and content management follows Contract Section E.16 and State ADA Committee (or any deviation thereof) guidance with the Americans with Disabilities Act. Contractor shall understand and acknowledge the State’s specific requirements regarding the Website and compliance with Contract Section E.16.

c. In addition, the Contractor shall provide support for the content management and strategic development of other related websites and microsites as directed by the State.

The Contractor’s responsibilities shall include, but are not limited to, implementing and updating website content, videos, features, and functionality—including theme, style, navigation, user experience, and accessibility—on both the primary website and any related sub-sites, as requested and approved by the State.

d. Any development of a newly created website or a full website redesign or rebuild of either the primary site or any sub-site shall be considered a new scope of work and shall be subject to a separately defined budget and would require a Contract Amendment.

However, website updates or redesign work required to comply with Federal or State rules and regulations shall be performed within the existing scope of services and shall not require a contract amendment. Such work shall fall within the overall maximum liability established under this Contract and shall be pre-approved in writing by the State prior to initiation. Continued development of the site(s) and subsections, including but not limited to group sales, sports and industry.

e. Connected social media opportunities with the website(s);

f. The Contractor shall the develop the advertising space on the website(s) that is used by the State to generate sales revenue and utilizing an expert-level knowledge of digital marketing and positioning for potential advertisers. Further, Contractor shall provide technical support, as needed, for creation and maintenance of advertising inventory on State’s websites.

g. Contractor shall manage website content including but not limited to: (i) Oversee and administer digital marketing and advertising efforts; (ii) Manage digital event posting; (iii) Allow information to be furnished by organizations, participants, or partners in the tourism industry, while also providing the State the ability to pre-approve any such change prior to its posting on the Website(s); (iv) Manage the image library; (v) Access comprehensive Website(s) statistical analysis programs capable of reporting site traffic (i.e. sessions, page views, visitors) and information relating to pages, files, navigation, referrals, domains, browsers and other data as may be required by the State; and, (vi) Check and change HTML page content.

h. The Contractor shall maintain proficiency in and utilize advanced, industry-standard digital technologies including tools, programming languages, applications, database management systems, and operating systems for the development and support of the State’s websites, mobile sites, and any other digital properties owned or controlled by the State. The Contractor shall also continuously evaluate and, where appropriate with the State’s prior approval, implement emerging technologies to ensure the State’s digital presence remains current, innovative, and aligned with best practices in digital marketing and advertising.

i. Contractor shall create dashboards that provide up-to-date statistical and site traffic reporting regarding the State’s website(s). Contractor shall provide to the State access to site data at all times to allow additional data upon the State’s request within two (2) weeks of a request. Contractor’s data shall include: i) Total number of unique visits; (ii) Percentage changes over the same month in the prior year; (iii) Percentage changes over the previous month in the same year; (iv) Websites inquiries; (v) Page views; (vi) Average page views per visit; (vii) e-Guide views; (viii) Print guide inquiries; (ix) Average time on the site; (x) Keyword searches; (xi) Traffic sources; (xii) Ad tracking reports; and

(xiii) Any other data. The Contractor shall understand and acknowledge that the State’s definition and measurement of the Website success may evolve over the duration of the Contract. Metrics may include, but are not limited to, user engagement metrics, traffic volume, content performance, referral sources, conversion rates, accessibility compliance, search engine optimization effectiveness, and alignment with broader marketing objectives. The Contractor shall remain flexible and responsive to these evolving goals and shall adjust strategies, reporting, and performance benchmarks as directed by the State to ensure continued alignment with the State’s priorities.

j. Contractor shall provide the thorough capability to accommodate increases in visitor, consumer and/or advertising traffic to Website(s).

A.8. Research and Reporting. The Contractor shall maintain a suite of industry-standard data analytics tools and services to conduct research and analyze trends that influence campaigns and website performance with the purpose of enhancing the effectiveness of services provided. Contractor shall provide the State with login access to research tools, allowing the State to filter data, export files in PDF format, and generate Excel exports. Contractor shall add additional file formats as requested by the State and shall be mutually agreed upon by both parties.

Contractor shall create dashboards as approved by State to report on campaign, initiative and media placement with supported research. The Contractor and State shall consider a wide range of analytical tools for the purpose of conducting market research, analyze competitor campaign, and to monitor media and public sentiment. Contractor shall utilize a specific tool at State’s request. Contractor shall provide all reports as set forth in this Contract to include ad hoc reports as requested by the State. The format, content and frequency of such reports shall be as reasonably requested by the State. Contractor shall ensure the format, content and frequency of such reports shall follow the State’s performance metrics upon campaign, initiative and/or media placement closure and as reasonably requested by State.

a. Dashboard Data.

1) Campaign/Media Plan & Buy Summaries. The Contractor shall provide the State dashboard data that provides an overview of all planned, active, and completed advertising. Contractor’s overview shall consist of the projected staffing plan, which includes the positions and projected hours per position that was approved by the State and the actual positions utilized and actual hours per position completed. Contractor’s overview shall provide confirmation of placed media, media performance summaries, media placement changes and any available make-good reports. When applicable, Contractor shall also provide supporting evidence based upon data used for summaries.

2) Contractor’s dashboard shall also include project status reports weekly, Customer Focused Government (“CFG”) reports monthly, presentation reports quarterly, campaign reports upon completion and attribution period.

b. Quarterly Reporting. In addition to regular reporting obligations, the Contractor shall participate in formal quarterly performance review meetings with the State. While performance dashboards and reporting tools shall be maintained and accessible, Contractor’s quarterly meetings are a required component of the Contractor’s services and are intended to provide expert-level context, analysis, and strategic consultation. The Contractor shall prepare and lead each quarterly review, ensuring participation from senior-level staff with subject matter expertise. Contractor’s meetings may be held virtually or in-person, as determined by the State.

Contractor’s meetings shall serve as a comprehensive review and discussion of all marketing activities conducted during the prior quarter, and shall include, but not be limited to:

1) Presentation and interpretation of key data and performance metrics across all media channels and campaigns;

2) Highlights and insights from major campaign initiatives;

3) Strategic evaluation of what is working, what can be improved, and recommendations moving forward;

4) Open discussion of emerging opportunities, risks, and alignment with evolving

State objectives.

c. Business Reviews. Full business reviews shall occur two (2) times per calendar year.

Shorter business reviews such as reporting checkpoints shall typically occur on a quarterly basis.

d. Campaign monitoring. The Contractor shall be responsible for monitoring and evaluating the effectiveness of the State’s marketing and advertising efforts in alignment with the State’s strategic marketing plan to include ongoing analysis of campaign performance and audience engagement to ensure efforts are achieving intended goals and outcomes.

The Contractor shall collaborate closely with the State’s research team to assess results using industry-recognized data sources, which may include, but are not limited to, enhanced, data-driven tourism analytics platforms. Insights derived from these sources shall be used to inform optimizations, guide strategic adjustments, and support reporting obligations to the State.

The Contractor shall provide regular performance updates and incorporate data-driven recommendations to enhance the impact and efficiency of all campaigns.

A.9. Confidentiality. During Project Development, the Contractor shall maintain strict confidentiality regarding all aspects of each project during its development, including but not limited to strategies, creative concepts, media plans, budgets, and timelines.

The Contractor shall not disclose or discuss project details, plans, or related materials with any external parties, including city Destination Marketing Organizations (“DMOs”), unless such communication is expressly authorized and initiated by the State. The State reserves the exclusive right to lead or delegate discussions with DMOs or other third-party stakeholders.

This obligation shall survive the completion of each project and continue for the duration of the Contract, unless otherwise directed in writing by the State.

A.10. Record keeping. The Contractor shall ensure that the State has full, uninterrupted access to all project-related electronic files and documentation stored in Egnyte, or any successor file management system, for the duration of this Contract, including any amendments or extensions thereof. Such access shall remain available to the State for the entire term of the Contract and shall continue for the period specified in Section D.11 Records.

A.11. Public Relations. The Contractor shall provide full-service public relations services to implement an integrated public relations campaign. Contractor's campaign shall support the State’s brand, with the primary objectives of increasing brand awareness and visitation. The Contractor shall be responsible for ensuring that all aspects of the campaign are executed effectively and align with the State’s strategic goals to include, but not limited to the following:

a. Communications Strategy. In collaboration with the Department’s in-house PR team, Contractor shall assist in the development, creation and execution of annual communications plan which aims to strengthen brand awareness, bolster ongoing campaigns and initiatives, and position Tennessee as a first-choice travel destination.

1) During the Term, the Contractor shall collaboratively develop and implement annual plans with strategies that elevate global awareness, inspire visitation, reinforce marketing tactics, and strengthen tourism as essential to the State’s economy over the course of the Contract, (herein referred to as the “annual plan”).

2) Contractor shall set and track metrics in the annual plan, including media coverage goals, as well as the creative approach, strategies, and tactics to address the scope of work outlined in Section A.

3) Contractor shall recommend appropriate press events and deskside meetings to elevate awareness within key target markets as part of the annual planning process, including opportunities to showcase DMO partners.

4) Contractor’s annual plan should include opportunities for partner engagement and education to bolster communications activities and strengthen relationships among key stakeholders.

5) Contractor shall highlight opportunities to advocate for the industry, the economic impact of tourism, and elevate the State’s position as a thought leader.

b. Media Relations. In collaboration with the State, Contractor shall seek opportunities to generate positive and measurable media coverage through year-round proactive pitching.

1) Contractor shall identify qualified niche, regional, and national media outlets, including a mix of broadcast, digital, print, and freelance to reach the State’s target markets. Support department in the establishment of long-term relationships with top-tier travel and trade media, influencers, and key opinion leaders.

2) Assist with the audit and regular maintenance of the shared media database.

3) Contractor shall assist with all inbound and outbound media leads within twenty-four (24) hours, including information and image requests by journalists, only after consultation with the State.

4) Contractor shall facilitate creation of PR materials, upon request, including press releases, facts sheets, and pitches. The timeframe for completion will be dictated based on need and communicated to the Contractor.

c. Press/FAM Trip Coordination.

1) Contractor shall evaluate and invite pre-approved media for inspiring editorial coverage, hosting up to six (6) small group FAMs annually, and up to twenty to twenty-five (20-25) individual research trips to Tennessee annually.

2) Contractor shall facilitate planning and assist in creating visiting journalist itineraries, including but not limited to booking travel, accommodations, and hosting/attending visiting journalist FAMs as needed. The Contractor acknowledges and agrees that all costs related to these trips shall be accurately tracked and documented. The Contractor further acknowledges that the final cost for each FAM trip will fluctuate based on the availability of comped activities or reduced rates for media. The Contractor shall use commercially reasonable efforts to secure such cost reductions whenever possible. The State will reimburse the Contractor for all approved costs upon submission of a detailed expense report with supporting documentation.

d. Event Management. The Contractor shall recommend, plan, pitch, and execute appropriate in-market events or deskside meetings annually, locations and timing as confirmed by State.

1) Contractor shall in collaboration with State assist with the development and production of special events and activities working with State and destination partners, providing an event manager as needed.

2) Contractor shall generate invite lists, tracking and metrics, and staff major events as needed.

3) The State does hereby grant to Contractor a limited, non-exclusive license to utilize the State’s registered trademarks as appropriate and as further set out in Section A.6.

e. Crisis Management. Assist with crisis communication efforts including message development and media response as needed. Tasks shall include the identification and monitoring of any events with potential to negatively impact the Department, the State of Tennessee and its tourism industry.

f. Non-Disclosure. The Parties mutually agree not to disclose information relative to marketing campaigns, projects and or the information included within the annual strategic plan unless required to do so by state law or regulation.

g. Industry Insights. Contractor shall provide to State any updated information, industry insights or best practice guides that impact standard operating procedure, e.g. Media and Tourism Industry, travel trends.

h. Reporting. Contractor shall provide timely reporting of all PR activities, including coverage generated as a result of ongoing pitches, media visits, events and other related activities.

1) Conduct bi-weekly status calls to understand goals and objectives of Department, as well as update on all PR activities.

2) Support Department with ongoing tracking of all proactive and reactive pitching.

3) Provide monthly, quarterly and annual reports of all PR activities, to include earned media coverage as well as metrics identified in annual strategic plan (i.e.

impressions, reach, ad value, etc.)

A.12. Subcontracting. In connection with the process set forward in Section D.7., any subcontract shall be executed on the Contractor’s form but the content thereof shall be approved by the State.

Contractor’s template shall be reviewed and in place within sixty (60) days of contract award.

Contractor shall ensure the template is reviewed and approved prior to each subcontract.

Subcontracts shall not be required for services being carried out by Contractor, such as media placements, data analytics tools, etc.

A.13. Implementation, Transition and Windup.

a. During Handover. Contractor shall be obligated to engage the outgoing Contractor in obtaining relevant records including but not limited to State’s: 1) campaign strategies, 2) creative assets, 3) media plans and budgets, and 4) Performance data and analytics.

b. During Term. Contractor shall provide a detailed implementation plan to include specific actions, timelines and resources needed to execute the marketing program/initiative. If transition of a long-term marketing program/initiative is required, Contractor shall outline how a transition to State’s marketing division be implemented.

c. Windup. Contractor shall conclude all services on the date scheduled in Section B. Prior to the closeout of the Contract Term, Contractor shall provide a report containing the status of all projects along with all supporting files on programs/initiatives occurring during the Term.

A.14. Warranty. Contractor represents and warrants that the term of the warranty (“Warranty Period”) shall be the greater of the Term of this Contract or any other warranty generally offered by Contractor, its suppliers, or manufacturers to customers of its goods or services. The goods or services provided under this Contract shall conform to the terms and conditions of this Contract throughout the Warranty Period. Any nonconformance of the goods or services to the terms and conditions of this Contract shall constitute a “Defect” and shall be considered “Defective.” If Contractor receives notice of a Defect during the Warranty Period, then Contractor shall correct the Defect, at no additional charge.

Contractor represents and warrants that the State is authorized to possess and use all equipment, materials, software, and deliverables provided under this Contract.

Contractor represents and warrants that all goods or services provided under this Contract shall be provided in a timely and professional manner, by qualified and skilled individuals, and in conformity with standards generally accepted in Contractor’s industry.

If Contractor fails to provide the goods or services as warranted, then Contractor will re-provide the goods or services at no additional charge. If Contractor is unable or unwilling to re-provide the goods or services as warranted, then the State shall be entitled to recover the fees paid to Contractor for the Defective goods or services. Any exercise of the State’s rights under this Section shall not prejudice the State’s rights to seek any other remedies available under this Contract or applicable law.

A.15. Inspection and Acceptance. The State shall have the right to inspect all goods or services provided by Contractor under this Contract. If, upon inspection, the State determines that the goods or services are Defective, the State shall notify Contractor, and Contractor shall re-deliver the goods or provide the services at no additional cost to the State. If after a period of thirty (30) days following delivery of goods or performance of services the State does not provide a notice of any Defects, the goods or services shall be deemed to have been accepted by the State.

B. TERM OF CONTRACT:

This Contract shall be effective for the period beginning on Date (“Effective Date”) and ending on Date, (“Term”). The State shall have no obligation for goods delivered or services provided by the Contractor prior to the Effective Date.

C. PAYMENT TERMS AND CONDITIONS:

C.1. Maximum Liability. In no event shall the maximum liability of the State under this Contract exceed One Hundred Fifty Million Dollars and No Cents ($150,000,000.00) (“Maximum Liability”).

This Contract does not grant the Contractor any exclusive rights. The State does not guarantee that it will buy any minimum quantity of goods or services under this Contract. Subject to the terms and conditions of this Contract, the Contractor will only be paid for goods or services provided under this Contract after a purchase order is issued to Contractor by the State or as otherwise specified by this Contract.

C.2. Compensation Firm. The payment methodology in Section C.3. of this Contract shall constitute the entire compensation due the Contractor for all goods or services provided under this Contract regardless of the difficulty, materials or equipment required. The payment methodology includes all applicable taxes, fees, overhead, and all other direct and indirect costs incurred or to be incurred by the Contractor.

C.3. Payment Methodology. The Contractor shall be compensated based on the payment methodology for goods or services set for the in Contract Attachment B., supplemented by the Job Descriptions provided in Contract Attachment C and as authorized by the State in a total amount as set forth in Section C.1.

a. The Contractor’s compensation shall be contingent upon the satisfactory provision of goods or services as set forth in Section A.

b. Notwithstanding the foregoing, the Contract may receive payment in advance up to one hundred percent (100%) of an invoice to support production needs or fund a subcontractor’s retainer or operating expenses.

i. The Contractor shall ensure that any invoice reflecting an advance payment is clearly identified, has received prior State written approval in accordance with section A.3.c., and that the State is notified of any unused funds. If funds are unused, Contractor shall issue a credit invoice with reference of the original invoice requesting advance payment.

ii. In the event Contractor receives written State approval to engage a subcontractor per Section A.12. and D.7., the Contractor may may invoice the State for full payment.

c. The Contractor shall be compensated based upon the following payment methodology:

i. Payment for the campaign(s) and/or project(s) shall be based on milestones set forth in a campaign/project plan and the maximum cost as proposed by the Contractor and approved by the State. The Contractor shall invoice the State at rates not to exceed the applicable rates detailed in Contract Attachment B and the total amount shall not exceed the maximum campaign/project plan cost submitted by the Contractor in an estimate for a given campaign and/or project which has been approved by the State.

ii. Contractor invoice line-item descriptions shall correspond with the State’s cost item descriptions and payment rates for goods or services contained in Contract Attachment B. Contractor may invoice for goods and services rendered in connection with an approved campaign and/or project pursuant to the service description set forth in Contract Attachment B.

C.4. Travel Compensation. Compensation to the Contractor for travel, meals, or lodging shall be subject to amounts and limitations specified in the current “State Comprehensive Travel Regulations.” To receive travel compensation, the Contractor shall be required to submit an estimate for the State’s pre-approval. Contractor’s estimate must detail all anticipated travel expenses, including but not limited to transportation, lodging, meals, and incidentals. The State reserves the right to approve, modify, or reject the submitted estimate.

The Contractor must include (in addition to other invoice requirements of this Contract) a complete itemization of requested travel compensation and appropriate documentation and receipts as required by the "State Comprehensive Travel Regulations."

C.5. Invoice Requirements. The Contractor shall invoice the State only for goods delivered and accepted by the State or services satisfactorily provided at the amounts stipulated in Section C.3., above. Contractor shall submit invoices and necessary supporting documentation, no more frequently than once a month, and no later than thirty (30) days after goods or services have been provided to the following address:

Debra.B.Smith@tn.gov, Shelby.McAuley@tn.gov

a. Each invoice, on Contractor’s letterhead, shall clearly and accurately detail all of the following information (calculations must be extended and totaled correctly):

(1) Invoice number (assigned by the Contractor);

(2) Invoice date;

(3) Contract number (assigned by the State);

(4) Customer account name: Department of Tourist Development, Marketing Division;

(5) Customer account number (assigned by the Contractor to the above-referenced

Customer);

(6) Contractor name;

(7) Contractor Tennessee Edison registration ID number;

(8) Contractor contact for invoice questions (name, phone, or email);

(9) Contractor remittance address;

(10) Description of delivered goods or services provided and invoiced, including

Campaign and/or Project name(s), type of services performed and any other identifying information as applicable;

(11) Number of delivered or completed units, increments, hours worked/billed, or days as applicable, of each good or service invoiced; including corresponding cost item descriptions and payment rates from Attachment B (e.g. core rate card, media buy or public relations);

(12) Applicable payment methodology (as stipulated in Section C.3.) of each good or service invoiced;

(13) Amount due for each compensable unit of good or service; and

(14) Total amount due for the invoice period.

b. Contractor’s invoices shall:

(1) Only include charges for goods delivered or services provided as described in

Section A…