32601-26002_Pro_Forma_Contract_Release_2_COT.pdf

06-24-26 FA

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RELEASE #2

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 revenue generating services for the production and shipping of the State of Tennessee’s Official Vacation Guide, 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. “Advertorial” means a magazine type advertisement that gives information about a product in the style of an editorial or objective journalistic article.

b. “Duratrans” refers to a lightbox sign.

c. “Enhanced Listing” means a listing that includes additional word count and/or an image included within the listing.

d. “Final Proof” means a proof created by the printer for approval by the publisher before going to press for printing.

e. “Grand Division” means the three grand divisions of the State referenced in Tenn. Code

Ann. §§ 4-1-201-204: Eastern, Middle, and Western.

f. “Gross Revenue” means the total receipts or income generated by the Contractor from the sale of advertising of the Vacation Guide.

g. “Hero Image” means images as a full-bleed, single-page, or double-page spread openers.

h. “Insert” means additional materials that are physically inserted into or bound with the main publication, such as maps, cards, or special advertising materials.

i. “Official Vacation Guide(s)” or “Vacation Guide(s)” means the publication endorsed by the

State to provide in-depth travel information, inspirational articles and photos to those considering or planning a trip to Tennessee.

j. “Qualified Printing Professional” means the Contractor’s creative design lead, editor or publisher who has a minimum of five (5) years of experience of producing print publications.

k. “Self-Mailer” means any piece of direct mail that does not require an envelope.

l. “Work for Hire” means a work prepared by the Contractor within the scope of the contract and all rights to the work are owned by the State who is considered the author.

A.3. The Contractor shall ensure that the Vacation Guide is a self-supporting publication with no funding coming from the State. The Contractor shall be responsible for the cost to develop, produce, assist in content, and ship the Vacation Guide. The Contractor shall be responsible for all revenue from the advertising of the Vacation Guide and advertising in other travel-related sources. The Contractor shall provide the State a comprehensive schedule for all phases of

Release # 2 Page 2 of 24 planning, designing, advertising, producing, and delivering for each annual edition of the Vacation Guide.

A.4. Production Services for the Vacation Guide. The Contractor shall be responsible for advertising-supported development and production of the State of Tennessee’s Official Vacation Guide.

a. The Contractor shall comply with the with all applicable laws in performing the services required by this Contract, including T.C.A. § 12-5-102 and T.C.A. § 12-7-103. The State shall notify the Contractor as to any changes via email during the Term.

b. The Contractor shall be responsible for third-party vendor subcontracting per Contract

Section D.7. The Contractor shall ensure the quality of the Vacation Guide through every stage of production from concept to printing and delivering, subject to final approval by the State via email. The State reserves the right to examine the quality of the work in progress at any stage, to be on site during production of the Vacation Guide and as otherwise needed to give final approval of press forms.

c. The Contractor shall ensure that the Vacation Guide is one hundred eighty (180) to two hundred twenty (220) pages plus the cover sheet and map. The Contractor shall ensure that the Vacation Guide maintains an approximate ratio, with two (2) to four (4) percent variance as approved by State, of thirty-five percent (35%) advertising to sixty-five percent (65%) editorial content. The State and the Contractor shall review the maximum number of pages in the preceding year’s Vacation Guide prior to printing of the Vacation Guide. If the State requires a change of more than ten percent (10%) from the preceding year’s approved page count, the Contractor shall identify in writing the effect of the change on production costs, advertising inventory, editorial content, and the production schedule. The Contractor may propose an adjustment to the advertising rates. Any proposed rate adjustment shall be considered only in accordance with Contract Section C.2., shall be subject to the State’s prior written approval and the maximum increase permitted under that Section.

d. The Parties shall review free listings annually with the Contractor providing, at a minimum, the following information for an agreed upon number of free business listings in the Vacation Guide: name, address, phone number, e-mail, online reservation address, web address, and basic amenities. The Contractor shall provide additional copy for tourism and travel-related businesses, as determined by the State.

e. The Contractor shall limit placement of advertising within editorial pages with State reserving space for exceptions.

f. Annually the State shall provide the latest available Official Tennessee State Highway

Map from the Department of Transportation to the Contractor in a file type as agreed upon by the Parties for inclusion in the Vacation Guide.

g. The State, in its sole discretion, may provide recommendations, suggested contacts, reference materials and approved photography to assist in editing and preparation of the editorial content of the Vacation Guide.

h. The Contractor shall annually provide updated and relevant photographic content to support material for the Vacation Guide as directed by the State which shall consist of:

1. Photographs of a designated grand region of Tennessee;

2. Original photography, updated annually, representing all three (3) Grand

Divisions of the State and showcasing a broad array of destination partners (rural, urban, etc.) to support the Vacation Guide content;

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3. Photographic material for the Vacation Guide and the Vacation Guide cover. Supplementary photographic materials may be provided by the State; and

4. Every Hero Image and editorial feature (e.g. stories exceeding two pages) shall be supported by new, original photography produced specifically for this publication cycle. State reserves the right to utilize prior images at its sole discretion.

Annual shoots, as conducted under subsection A.4.(h.), are works for hire and all intellectual property rights inure to State. State shall afford to Contractor a perpetual license to utilize images created under this Section within any other publications absent use of the Hero Images or to promote other states.

i. The Contractor shall augment the State’s available photography with images produced by outside sources, provided there is no cost to the State and all necessary intellectual property permissions are obtained. The Contractor shall ensure that all photography supplied pursuant to this Contract is geographically located in Tennessee.

j. State and its vendors are afforded the right to utilize images under this subsection during the Term for use in marketing, promotion, and press material with credit to photographer when provided by Contractor.

k. The Contractor shall be responsible for acquiring all necessary approvals, authorizations and licenses for intellectual property to use any and all materials subject to the Contract which are contained in the Vacation Guide and/or displayed through any advertisement mediums.

l. The Contractor shall number all pages in the Vacation Guide and compile two (2) indexes, one listed by city and one listed by advertiser, and number each such index appropriately. The Contractor shall match the titles given in the table of contents with the correct page numbers in the Vacation Guide.

m. The Contractor’s masthead shall give appropriate credit to the State and must appear in advertising-supported space and not in the State’s editorial space.

n. Transparency and Accountability. The Contractor shall clearly disclose when AI generated content is utilized within the Vacation Guide. The Contractor is responsible for the accuracy, reliability, and appropriateness of all AI-generated outputs.

o. The Contractor shall ensure that the State has unlimited author’s alteration rights on all proofs. The Contractor shall provide corrected page proofs which include all listings and editorial copy and a proof with ads, copy and graphics in position prior to the final color proof. The Contractor shall ensure that all proofs are thoroughly reviewed for spelling errors, grammatical accuracy, and adherence to the State’s editorial guidelines prior to submission for approval.

p. Prior to the production schedule deadline for each project, the Contractor shall make changes in design, theme and other editorial comment to the Vacation Guide as directed by the State and at no cost to the State.

q. The Contractor shall print the Vacation Guide upon receipt of written approval via email of the Final Proof from the State shall the Contractor commence printing.

r. The Contractor shall include in the Vacation Guide’s design a Self-Mailer and include the appropriate indicia on all copies of the Vacation Guide.

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s. The Contractor shall provide an ADA compliant electronic, downloadable version capable of featuring additional rich media available on the State’s website, tnvacation.com, as well as five hundred thousand (500,000), printed, annual Tennessee Vacation Guides for each calendar year, in a manner as prescribed by the State. If the State requires a change of more than ten percent (10%), the Contractor shall identify in writing the effect of the change. The Contractor may propose an adjustment to the advertising rates. Any proposed rate adjustment shall be considered only in accordance with Contract Section C.2., shall be subject to the State’s prior written approval and the maximum increase permitted under that Section.

t. Reprints. The Contractor shall provide reprints of the Vacation Guide upon the State’s written request. If the State requires reprints, the Contractor shall identify in writing the effect of the change. The Contractor may propose an adjustment to the advertising rates.

Any proposed rate adjustment shall be considered only in accordance with Contract Section C.2., shall be subject to the State’s prior written approval and the maximum increase permitted under that Section.

u. The Contractor shall have a Qualified Printing Professional at the location where the

Vacation Guide is to be printed. The Qualified Printing Professional shall ensure that the printed guides are printed on the agreed upon paper weight, of the expected color quality, contrast and free from any marring caused by the printing process. This Qualified Printing Professional shall also enforce the agreed upon timeline for printing, packaging, and delivery of the guides. Packaging shall not include any additional verbiage, branding, or origin of manufacturing information beyond what is explicitly approved by the State. All packaging must meet the agreed-upon quality standards and specifications.

v. The Contractor shall deliver the Vacation Guide on or before December 15th of each year or upon a mutually agreed upon date as set out in writing via email by the Parties.

w. The Contractor shall not sell any copies of the Vacation Guide or ship any copies of the

Vacation Guide to any entity other than the State or its designee(s).

x. The Contractor shall comply with the following technical specifications for the Vacation

Guide unless otherwise approved in writing by the State.

1. Trim Size: Bound and trim size a minimum of 7 ¾” X 10 ½’’ not to exceed a size that can be placed in a 9” X 12” envelope, plus the thickness of the publication spine with copy on the spine. Postal indicia space to be included which complies with U.S. Postal regulations.

2. Quantity: Five Hundred Thousand (500,000) per the criteria established in A.3.s.

3. Pages: 180 – 220 pages, plus cover and map insert.

4. Binding: Perfect bound with bound-map insert.

5. Stock: 7-point, # 2 gloss cover, 45# grade 4 gloss text, 80 bright.

6. Separations: Computer to plate. All four-color subjects are to reproduce with minimum of 150-line screen.

7. Proofs: High-resolution color proofs before printing. During the production process, the State shall have the ability to view the printing press as the Vacation Guide is printed.

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8. Packaging: Vacation Guides must be packed in high-quality corrugated boxes with a total weight not exceeding thirty (30) pounds each. Each box must be constructed with sufficient structural integrity to prevent damage or collapse under the weight of contents during shipping and handling. Boxes shall be clearly labeled with contents description and exact count, and shall be appropriately sized to accommodate the Vacation Guides without damage. No additional branding, logos, or manufacturing origin information shall be included on the exterior of the boxes.

9. Pallet Skids: The maximum pallet height for storage of the Vacation Guides and any other travel-related materials shall be no more than fifty-four inches (54”) so that such materials will properly fit on the Department of Tourist Development’s warehouse shelves.

A.5. Advertising Services – Vacation Guide. The Contractor shall be responsible for generating advertising sales necessary to cover all costs of printing, inserting the bound-in state map, and shipping of the Vacation Guide designed and produced by the Contractor as provided in Contract Sections A.4. and A.6.

a. The Contractor shall annually develop and provide a media kit and rate card, providing the compilation of advertising products and the associated costs for the Vacation Guide, as outlined in Contract Section A.4. The Contractor shall ensure that no marketing or advertising activities are conducted using the media kit until the State has provided its formal approval via email to the State’s public relations contact.

b. The Contractor shall continuously employ at minimum two (2) full-time sales representatives that are based in Tennessee and have a working knowledge of the Tennessee tourism industry.

c. The Contractor shall solicit advertising from all destination marketing organizations and attractions in all ninety-five (95) counties of Tennessee in order to present the most geographic balance possible.

d. The Contractor shall provide free listings upon the State’s written approval via email to federal or state entities that are committed to promoting travel and tourism inside the State of Tennessee, including but not limited to: destination marketing organizations, convention and visitors bureaus, chambers of commerce, federal and state parks, state recreation areas, sites designated as historic, and all advertisers. The Contractor shall ensure that free listings are part of the editorial content of the publication and must be subsidized by the Contractor’s advertisement sales.

e. The Contractor shall have the right annually upon the State’s written approval via email to sell Enhanced Listings or display advertisements. The Contractor shall ensure that enhanced advertising space is included in the Contractor’s allotted advertisement space.

f. Upon receiving prior written approval via email of the State, the Contractor may sell

Advertorials that contain special inserts, including a fold-out map, an ad that folds out into multiple panels or card inserted between pages and/or sponsored content.

g. Annual review.

1. Free listings. The Parties shall review free listings annually with the Contractor providing, at a minimum, the following information for an agreed upon number of free business listings in the Vacation Guide: name, address, phone number, e-mail, online reservation address, web address, and basic amenities. The

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Contractor shall provide additional copy for tourism and travel-related businesses, as determined by the State.

2. Advertisements. The Contractor shall:

i. Ensure that all ads sold pursuant to this Contract, are high-quality, non-political, and suitable for a reader of any age, including children.

ii. Conduct an initial advertising screening to ensure that all advertisements comply with the terms and conditions of this Contract. The State reserves the right to reject any and all advertisements in this Contract.

iii. Only publish advertisements in the Vacation Guide or services set out through Contract Section A.7. of businesses that provide a direct service to the traveling and/or tourism public that are licensed to operate within the State of Tennessee, unless specifically approved by the State in writing via email.

h. The Contractor shall submit all advertising materials, media releases, and other publicity/marketing items to the State for review when such materials mention the State's name or use language, signs, markings, or symbols that could be inferred or implied to represent the State. The State shall have five (5) business days from the date of submission to inspect and approve or deny such materials.

If the State requires changes to submitted materials, the Contractor shall resubmit revised materials for State inspection and approval before proceeding with publication or distribution. The State shall have an additional three (3) business days to review any resubmitted materials.

This approval process shall also apply to all materials referenced in Contract Section A.7.

i. The Contractor shall be responsible for marketing, billing, collection, payments and all other activities in association with the sale of advertisements herein and Contract Section A.7.

j. The Contractor shall include reader response mechanisms in the Vacation Guide to facilitate direct connection between readers and the State's website. The Contractor shall incorporate multiple QR codes and digital references throughout the print guide that direct readers to a dedicated digital page where they can locate businesses of interest and access direct links to the State's website.

k. The Contractor shall ensure that this digital reader response process:

1. Eliminates intermediary processing and directs readers straight to the State's designated website or landing pages;

2. Functions twenty-four (24) hours a day, seven (7) days a week;

3. Allows for customization of destination links as specified by the State, including opt-in forms or other designated pages; and,

4. Provides clear, functional QR codes and digital references that are prominently placed throughout the Vacation Guide.

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l. The Contractor shall coordinate with the State to determine the specific landing page destinations and shall implement any State-requested adjustments to the linking structure.

1. Inserts. The Contractor shall, at the State's direction, incorporate elements that align with the State’s current and as-updated pillars, ensuring that all initiatives or insertions reflect and uphold these foundational themes to promote the State's unique cultural and natural heritage.

2. Articles. The Contractor shall ensure all articles follow the State's templated guidelines for articles procured during the Contract Term.

A.6. Shipping Services – Vacation Guide. The Contractor shall be responsible for the shipment of the printed materials from the printer to the State’s warehouse, and/or chosen facility. The Contractor shall ensure that:

a. Postal Information in the proper form in the appropriate location shall be included on each

Vacation Guide as approved by State.

b. Delivery: It is important to load pallets facing on the truck so they can be unloaded at the warehouse by a tow motor, See A.4.u.9. above. Contact the Department of Tourist Development to give a minimum of two (2) weeks’ notice prior to delivery so arrangements can be made for receiving. Shipper must contact the Assistant Commissioner of Welcome Centers at 615-741-9035 and the Stores Manager Warehouse Logistics at 615-350-3088, at least twenty-four (24) hours prior to delivery on a business day to schedule a delivery at the Department of Tourist Development’s warehouse, Attn: Central Stores. Delivery will be made by appointment only and accepted only if each delivery is scheduled in accordance with these specifications.

A.7. Additional Advertising Services. The Contractor shall ensure that the Vacation Guide and services produced under Section A.7. is a self-supporting with no funding coming from the State.

The Contractor shall provide advertising sales hosted through the State’s available formats.

These services may include development and/or production with the exception of photography as detailed in Contract Section A.4. The Contractor shall collaborate with the State on an annual basis to review and accommodate any changes proposed by the State regarding the locations or formats for advertising, including but not limited to the website, Welcome Center advertising, and other advertising opportunities. Such changes may involve adjustments to the specific locations or platforms available for advertising, without reducing the overall options for advertising space that the Contractor may sell. Services shall be rendered on the following:

a. The State’s website.

b. Welcome Center Advertising and Display. The Contractor shall maintain and utilize State

Welcome Center signage and display mechanisms as directed by the State. The Contractor shall demonstrate agility in adapting to current display technologies, including but not limited to Duratrans displays, televisions, digital screens, and other State-provided advertising mechanisms for both digital and print advertising placements.

The Contractor shall manage a hybrid control structure for advertising slots within welcome centers, consisting of:

1. Vendor-controlled slots: The Contractor may utilize designated advertising spaces for approved destination partner content, subject to State approval and brand compliance requirements; and, Release # 2 Page 8 of 24

2. State-controlled slots: The State reserves exclusive control over designated advertising spaces for State tourism initiatives, announcements, and approved messaging.

The Contractor shall facilitate advertising slot changes according to the following schedule:

3. Digital displays and televisions: Content may be changed annually, with emergency or priority State messaging capable of immediate implementation;

4. Print displays and Duratrans: Content may be changed annually, unless otherwise requested by the State with thirty (30) days advance notice; and,

5. Destination partner-controlled slots: Changes shall not exceed the frequency limitations above without prior written approval from the State.

c. The Contractor shall manage and serve all digital advertising through the tnvacation.com content management system, as directed and approved by the State. The Contractor’s access to manage advertising shall be limited to the permissions granted within the tnvacation.com content management system. The Contractor shall utilize access to the GA4 analytics platform, or an alternative platform as directed by the State and mutually agreed upon by the Contractor, to track and report on ad performance. The Contractor shall provide quarterly analytic reporting to advertisers and the State, utilizing the data available through the GA4 analytics platform and any other reporting tools or data sources made available by the State.

d. The Contractor shall continuously employ at least one (1), dedicated, full-time advertising and data manager on staff to work with the sales representatives and the industry on questions regarding digital advertising results to include agreed upon data analytics and as approved by the State via email.

A.8. Advertising and Listings Data Administration. The Contractor shall report, collect, maintain, and provide tourism-related data in coordination with the State and the State’s digital contractor.

a. Reporting of Digital Advertising Results. The Contractor shall report, utilizing the services provided by the State’s digital contractor, the results of the tourism industry’s digital advertising.

b. Use of State-Provided Data. The Contractor shall use data supplied by the State containing information about Tennessee tourism events, places, and other travel-related attractions and services.

c. Data Collection and Accuracy Maintenance. The Contractor shall establish and maintain a system for data collection and updating to ensure the accuracy of all listings used in the Vacation Guide, on the www.tnvacation.com website (including microsites), mobile applications and sites, Welcome Center signs, and any other advertising or potential advertising set forth in this Contract. Such accuracy updates must be completed no later than September 15th of each year. The collected data shall include, at minimum, the business name, address, telephone number, description and amenities, email address, website address, and online reservation address, if available.

d. Annual Advertiser Opt-In Process. The Contractor shall provide an annual opt-in option to advertisers during the ad procurement process. Advertisers purchasing listings for the print Vacation Guide may opt-in to have their data included in the digital guide and other advertising platforms. The Contractor shall ensure advertisers are informed of this option and that advertiser preferences are documented and honored.

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e. Maintenance of the Destination Marketing Organization (“DMO”) Database. The Contractor shall maintain a comprehensive and accurate DMO database. The Contractor shall integrate this database with the State’s data provided through platforms such as Simpleview and Asana, or through any updated platform specified by the State during the Term.

f. Annual Delivery and Ongoing Access. The Contractor shall provide the State with the complete, up-to-date database including advertisers and destination partners included in the Vacation Guide at the end of each calendar year. The Contractor shall also ensure that updates are made throughout the year and that the database is available to the State for review and use as needed.

A.9. The Contractor shall provide to the State an organizational chart within ten days of the effective date of the Term and then on an annual basis thereafter. The organizational chart shall include current, relevant points of contact for contract administration, human resources, and any other functions necessary for effective contract performance.

A.10. Reporting and Reconciliation. The Contractor shall provide monthly accounting and reconciliation of payment to State and resolution of Advertiser complaints.

a. The Contractor shall submit a comprehensive monthly financial report to the State by the 15th calendar day following the end of each reporting month. This report must include a reconciliation of all payments made to the State, a summary of total revenue collected, and a clear statement of any discrepancies or adjustments, adhering to generally accepted accounting principles (“GAAP”).

b. The Contractor shall provide a detailed, itemized spreadsheet of all individual transactions that contributed to the reported revenue. This spreadsheet must be in Excel, or a mutually agreed-upon digital format, include transaction date, amount, and a unique transaction identifier.

c. For every payment authorized by the State, the Contractor must provide corresponding digital supporting documentation at the time of payment submission. This documentation shall clearly substantiate the payment amount and period, be securely attached or linked to the digital payment authorization. All check stubs, or equivalent digital payment remittance advice accompanying payments to the State, must clearly indicate the specific time period of revenue collection.

d. Complaint Resolution Process. The Contractor must provide clear, accessible channels, such as a dedicated email, web form, or phone line, for Advertisers to submit complaints.

The Contractor shall acknowledge receipt of all complaints within one (1) business day, providing a unique reference number for tracking purposes. A documented process for investigating advertiser complaints, including steps for data gathering, analysis, and decision-making, must be established and strictly followed. Complaints shall be resolved within a maximum of ten (10) business days from acknowledgment, with any necessary extensions for complex cases clearly communicated to the advertiser. Advertisers must receive regular updates on the status of their complaint, at least every three business days, until a final resolution is reached. A clear escalation path must be defined and communicated to advertisers, allowing them to elevate unresolved issues to a higher authority within the Contractor's organization. The Contractor shall maintain a comprehensive log of all advertiser complaints, detailing submission date, nature, investigation steps, resolution date, and outcome. Monthly reports summarizing complaint volume, types, resolution times, and recurring issues must be submitted to the State, highlighting any systemic problems.

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A.11. Windup. Upon completion or termination of this Contract, all deliverables required under this Contract, shall become the property of the State, other than photography, as set forth in Contract Section A.4.i. of this Contract.

Specifically, the Contractor shall deliver the following to the State no later than thirty (30) days prior to the end of the Term or within thirty (30) days of termination, whichever occurs earlier:

a. Financial Records: A comprehensive financial report detailing all revenue and expenses associated with the Vacation Guide, including but not limited to, a complete list of advertisers, advertising rates, and revenue generated from each advertiser.

b. County-by-County List: A detailed, county-by-county breakdown of all tourism-related businesses, organizations, and attractions included in the Vacation Guide, along with any associated advertising or editorial content.

c. Analytics and Performance Data: All analytics and performance data related to the Vacation Guide, including but not limited to, digital engagement metrics, advertising performance reports, and any other data collected during the Term.

d. Listings Database: A complete and up-to-date database of all listings included in the Vacation Guide, the State’s website, mobile applications, and any other advertising platforms covered under this Contract. The database shall include business names, addresses, contact information, descriptions, amenities, and any other relevant details.

e. Supporting Documentation: Any additional documents, materials, or records necessary to ensure the State’s continued use and operation of the Vacation Guide and related advertising services, including intellectual property rights documentation, licenses, and permissions.

The Contractor shall ensure that all materials provided are accurate, complete, and in a format acceptable to the State. Failure to comply with these requirements shall constitute a material breach of this Contract.

A.12. 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.

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A.13. 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 on February 1, 2027 (“Effective Date”), and extend for a period of sixty (60) months after the Effective Date (“Term”). The State shall have no obligation for goods or services provided by the Contractor prior to the Effective Date.

C. PAYMENT TERMS AND CONDITIONS:

C.1. There shall be no cost to the State for the performance of services under this Contract as described in Section A of this Contract.

C.2. Advertising Rates. The advertising rate schedules and/or commissions which are to be approved by the State in advance annually and include details as to what the Contractor will charge for advertising services for the Vacation Guide, the State website, Welcome Center advertising signs, and any other advertising as identified in the future. All rates shall be firm upon acceptance by the State other than for a previously approved adjustment by a percentage increase of no more than five percent (5%) of the rate(s) charged in the preceding year of the Contract during the Term. The Contractor must provide information relied upon by the industry and data to support any proposed rate schedule increase and any such adjustment must be pre-approved in writing by the State.

C.3. It is agreed that the Contractor shall be the recipient of all payments for advertising sales permitted under this Contract, and each month, the Contractor shall remit the following to the State along with documentation of all Gross Revenue received from advertising sales during the month:

a. Vacation Guide: The State will be paid TBD percent (TBD%) [TBD from RFP process] of the

Gross Revenue from the sale of advertising space in the Vacation Guide.

b. State website, www.tnvacation.com: The State will be paid [TBD from RFP process] percent of the Gross Revenue from the sale of advertising space on the State’s web site, and any other applicable site, where costs to develop and produce are not the responsibility of the Contractor.

c. State Welcome Center additional advertising services: The State will be paid [TBD from RFP process] percent of the Gross Revenue from the sale of advertising space on State Welcome Center advertising signs, where the costs to develop and produce are not the responsibility of the Contractor.

C.4. Remittance Requirements: The Contractor shall remit payment to the State, as detailed in Section A.10., to:

Department of Tourist Development C/O Dawn Grooms

312 Rosa L. Parks Ave., 13th Fl.

Nashville, TN 37243

Tourism.Payables@tn.gov http://www.tnvacation.com/ mailto:Tourism.Payables@tn.gov

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C.5. Deductions. The State reserves the right to deduct from amounts, which are or shall become due and payable to the Contractor under this or any contract between the Contractor and the State of Tennessee, any amounts that are or shall become due and payable to the State of Tennessee by the Contractor.

C.6. Prerequisite Documentation. The Contractor shall not invoice the State under this Contract until the State has received the following, properly completed documentation.

a. The Contractor shall complete, sign, and present to the State the "Authorization Agreement for Automatic Deposit Form" provided by the State. By doing so, the Contractor acknowledges and agrees that, once this form is received by the State, payments to the Contractor, under this or any other contract the Contractor has with the State of Tennessee, may be made by ACH; and

b. The Contractor shall complete, sign, and return to the State the State-provided W-9 form.

The taxpayer identification number on the W-9 form must be the same as the Contractor's Federal Employer Identification Number or Social Security Number referenced in the Contractor’s Edison registration information.

D. MANDATORY TERMS AND CONDITIONS:

D.1. Required Approvals. The State is not bound by this Contract until it is duly approved by the Parties and all appropriate State officials in accordance with applicable Tennessee laws and regulations. Depending upon the specifics of this Contract, this may include approvals by the Commissioner of Finance and Administration, the Commissioner of Human Resources, the Comptroller of the Treasury, and the Chief Procurement Officer. Approvals shall be evidenced by a signature or electronic approval.

D.2. Communications and Contacts. All instructions, notices, consents, demands, or other communications required or contemplated by this Contract shall be in writing and shall be made by certified, first class mail, return receipt requested and postage prepaid, by overnight courier service with an asset tracking system, or by email or facsimile transmission with recipient confirmation. All communications, regardless of method of transmission, shall be addressed to the respective Party at the appropriate mailing address, facsimile number, or email address as stated below or any other address provided in writing by a Party.

The State:

Alicia C. B Widrig, General Counsel

Department of Tourist Development 312 Rosa L. Parks Ave., 13th Fl.

Nashville, TN 37243

Telephone # (615) 741-9065 Email: Alicia.Widrig@tn.gov

The Contractor:

Contractor Contact Name & Title Contractor Name Address Email Address Telephone # Number FAX # Number mailto:Alicia.Widrig@tn.gov

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All instructions, notices, consents, demands, or other communications shall be considered effective upon receipt or recipient confirmation as may be required.

D.3. Modification and Amendment. This Contract may be modified only by a written amendment signed by all Parties and approved by all applicable State officials.

D.4. Subject to Funds Availability. The Contract is subject to the appropriation and availability of State or federal funds. In the event that the funds are not appropriated or are otherwise unavailable, the State reserves the right to terminate or suspend this Contract upon written notice to the Contractor. The State’s exercise of its right to terminate or suspend this Contract shall not constitute a breach of Contract by the State. Upon receipt of the written notice, the Contractor shall cease all work associated with the Contract. If the State terminates or suspends this Contract due to lack of funds availability, the Contractor shall be entitled to compensation for all conforming goods requested and accepted by the State and for all satisfactory and authorized services completed as of the termination or suspension date but shall not be entitled to compensation for any services performed subsequent to termination date or during a period of suspension. Should the State exercise its right to terminate or suspend this Contract due to unavailability of funds, the Contractor shall have no right to recover from the State any actual, general, special, incidental, consequential, or any other damages of any description or amount.

D.5. Termination for Convenience. The State may terminate this Contract for convenience without cause and for any reason. The State shall give the Contractor at least thirty (30) days written notice before the termination date. The Contractor shall be entitled to compensation for all conforming goods delivered and accepted by the State or for satisfactory, authorized services completed as of the termination date. In no event shall the State be liable to the Contractor for compensation for any goods neither requested nor accepted by the State or for any services neither requested by the State nor satisfactorily performed by the Contractor. In no event shall the State’s exercise of its right to terminate this Contract for convenience relieve the Contractor of any liability to the State for any damages or claims arising under this Contract.

D.6. Termination for Cause. If the Contractor fails to properly perform its obligations under this Contract in a timely or proper manner, or if the Contractor materially violates any terms of this Contract (“Breach Condition”),the State shall have the right to immediately terminate the Contract and withhold payments in excess of compensation for completed services or provided goods.

Notwithstanding the above, the Contractor shall not be relieved of liability to the State for damages sustained by virtue of any Breach Condition and the State may seek other remedies allowed at law or in equity for breach of this Contract.

D.7. Assignment and Subcontracting. The Contractor shall not assign this Contract or enter into a subcontract for any of the goods or services provided under this Contract without the prior written approval of the State. Notwithstanding any use of the approved subcontractors, the Contractor shall be the prime contractor and responsible for compliance with all terms and conditions of this Contract. The State reserves the right to request additional information or impose additional terms and conditions before approving an assignment of this Contract in whole or in part or the use of subcontractors in fulfilling the Contractor’s obligations under this Contract.

D.8. Conflicts of Interest. The Contractor warrants that no part of the Contractor’s compensation shall be paid directly or indirectly to an employee or official of the State of Tennessee as wages, compensation, or gifts in exchange for acting as an officer, agent, employee, subcontractor, or consultant to the Contractor in connection with any work contemplated or performed under this Contract.

The Contractor acknowledges, understands, and agrees that this Contract shall be null and void if the Contractor is, or within the past six (6) months has been, an employee of the State of

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Tennessee or if the Contractor is an entity in which a controlling interest is held by an individual who is, or within the past six (6) months has been, an employee of the State of Tennessee.

D.9. Nondiscrimination. The Contractor hereby agrees, warrants, and assures that no person shall be excluded from participation in, be denied benefits of, or be otherwise subjected to discrimination in the performance of this Contract or in the employment practices of the Contractor on the grounds of handicap or disability, age, race, creed, color, religion, sex, national origin, or any other classification protected by federal or state law. The Contractor shall, upon request, show proof of nondiscrimination and shall post in conspicuous places, available to all employees and applicants, notices of nondiscrimination.

D.10. Prohibition of Illegal Immigrants. The requirements of Tenn. Code Ann. § 12-3-309 addressing the use of illegal immigrants in the performance of any contract to supply goods or services to the state of Tennessee, shall be a material provision of this Contract, a breach of which shall be grounds for monetary and other penalties, up to and including termination of this Contract.

a. The Contractor agrees that the Contractor shall not knowingly utilize the services of an illegal immigrant in the performance of this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant in the performance of this Contract. The Contractor shall reaffirm this attestation by submitting to the State a completed Attestation (accessible through the Edison Supplier Portal) and included at Attachment A, semi-annually during the Term. If the Contractor is a party to more than one contract with the State, the Contractor may submit one attestation that applies to all contracts with the State. All Contractor attestations shall be maintained by the Contractor and made available to State officials upon request.

b. Prior to the use of any subcontractor in the performance of this Contract, and semi-annually thereafter, during the Term, the Contractor shall obtain and retain a current, written attestation that the subcontractor shall not knowingly utilize the services of an illegal immigrant to perform work under this Contract and shall not knowingly utilize the services of any subcontractor who will utilize the services of an illegal immigrant to perform work under this Contract. Attestations obtained from subcontractors shall be maintained by the Contractor and made available to State officials upon request.

c. The Contractor shall maintain records for all personnel used in the performance of this Contract. Contractor’s records shall be subject to review and random inspection at any reasonable time upon reasonable notice by the State.

d. The Contractor understands and agrees that failure to comply with this section will be subject to the sanctions of Tenn. Code Ann. § 12-3-309 for acts or omissions occurring after its effective date.

e. For purposes of this Contract, "illegal immigrant" shall be defined as any person who is not: (i) a United States citizen; (ii) a Lawful Permanent Resident; (iii) a person whose physical presence in the United States is authorized; (iv) allowed by the federal Department of Homeland Security and who, under federal immigration laws or regulations, is authorized to be employed in the U.S.; or (v) is otherwise authorized to provide services under the Contract.

D.11. Records. The Contractor shall maintain documentation for all charges under this Contract. The books, records, and documents of the Contractor, for work performed or money received under this Contract, shall be maintained for a period of five (5) full years from the date of the final payment and shall be subject to audit at any reasonable time and upon reasonable notice by the State, the Comptroller of the Treasury, or their duly appointed representatives. The financial statements shall be prepared in accordance with generally accepted accounting principles.

D.12. Monitoring. The Contractor’s activities conducted and records maintained pursuant to this

Contract shall be subject to monitoring and evaluation by the State, the Comptroller of the Treasury, or their duly appointed representatives.

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D.13. Progress Reports. The Contractor shall submit brief, periodic, progress reports to the State as requested.

D.14. Strict Performance. Failure by any Party to this Contract to require, in any one or more cases, the strict performance of any of the terms, covenants, conditions, or provisions of this Contract shall not be construed as a waiver or relinquishment of any term, covenant, condition, or provision. No term or condition of this Contract shall be held to be waived, modified, or deleted except by a written amendment signed by the Parties.

D.15. Independent Contractor. The Parties shall not act as employees, partners, joint venturers, or associates of one another. The Parties are independent contracting entities. Nothing in this Contract shall be construed to create an employer/employee relationship or to allow either Party to exercise control or direction over the manner or method by which the other transacts its business affairs or provides its usual services. The employees or agents of one Party are not employees or agents of the other Party.

D.16 Patient Protection and Affordable Care Act. The Contractor agrees that it will be responsible for compliance with the Patient Protection and Affordable Care Act (“PPACA”) with respect to itself and its employees, including any obligation to report health insurance coverage, provide health insurance coverage, or pay any financial assessment, tax, or penalty for not providing health insurance. The Contractor shall indemnify the State and hold it harmless from any costs to the State arising from Contractor’s failure to fulfill its PPACA responsibilities for itself or its employees.

D.17. Limitation of State’s Liability. The State shall have no liability except as specifically provided in this Contract.