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ORDER FOR SUPPLIES OR SERVICES .
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1. DATE OF ORDER 2. CONIRACT NO. (ifany) P.6~.-;:]Sf;;Hf,IP~TO~:~A~M~D~JOO~1:;_4------___;_;;:_;~:_::7:::::_::__=__"':_:__
'& Mar 2004 GS23F0273N a. NAME OF CONSIGNEE Ult Dest: AMD00181
·-/~OER NO. 4. REQUISITIOJIJ/REFERENCE NO. D A/OTII
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a. Name of Contraclor a. PURCHASE b. DEL.IVERY
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10 the terms and conditions of the
200 E RANDOLPH DRIVE, 63RD FLOOR a(t~ &heet. If any, inctt.Jding abovG-numbere(l conIrnd.
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9. ACCOUN1ING AND APPROPRlATION BOC: OBlIGATED AMT: SO.OO 10. REQUISITIONING OFFICE:

Jsable Hill
11. BUSINESS CtASSIFICATIDN (Check !!f!E!!I>priatc box(es)}
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12. F.O.B. POINT 14. GOVERNMENT BIL NO. 15. DElNERTO 16. DtSCOUNT
F.O.a. POINT TERMS
DESTINAnON ON cm BEFORE
13. PlACE OF 31 Mat2005 OO.OO"Al 0 Days
b. AccePTANCE

Net 0

17. SCHEDULE :S~e reY~ for R •

QUANTIlY QTY
ITEM NO. SUPPLIES OR SERVICES ORDERED UNfTPRICE AMOUNT ACCEPT.
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Date Signed

1&. SHIPPING POINT 19. GROSS SHIPPING MIGHT 20. INVOICE NO.
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TOTAL
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23. NAME (7"yped)
Joel L. Perltoth 301-713-0838 )(205
(TITLE CONTRACTING/ORDEERING OFFICER)
AUTHORI2:~D FOR lOCAl OPTIONAL FORM 347 (REV. B/95)
Previous oorlion nol u:;.,blc Prescrilffid by GSNFAR 4a CFR 53.213(8)
 @003

PAGE OF PAGES
ORDER FOR SUPPLIES OR SERVICES - Continuation
....;

,;"PORrANT: Mark all package!,; and p:lpers with controct antJ/Qr order numbors.

2
I 26

DATE oi= oRDER

18 MOlr2004
I~ONTRACT NO. (il any)
GS23F02731'i

!ORDERNO.

DO J 35004BROOOI

- ·~MNO. SUPPLIES O~ SERVICES QUANTITY UNI, UNIT PRICE; AMOUNt QTY

(b) OROE;REO (d) (e) (f) ACCI;PT.

"-' ~) (e) (g)

This l\WlIrd is ao Indefinite Delivery, Indefinite

Quantity (IDIlQ) delivery ordl~r with Dfloiel J.
Edelman, Inc. under GSA Contract GS-23F­
0273N. This base order does not obligate any
funding. All work and funding shall be applied
through task orders issued aga.inst this base.

This IV/fl) order has a total ci.'iling of

$105,OOQ,OOO.OO, with individ.ual ceilings of

$35,000,000.00 each for the bElse year and two

option years.

10/lQ BasE: OrdI.'T - IJ')Iematiooal TI1lvcl and I EA 0.00 0.00

0001
Tourism Promotion CampaigJl- Base Year

ID/lQ Base Ordt:T - International Travel and t EA 0.00 0.00

0002
Tourism Promotion Campaign. Option Year 1

ID/lQ Base Order - International Travel and J EA 0.00 0.00

0003
Tourism Promotion Campaign. Option Year 2

-
'.
'---"

.~

OPTiONAl FORM 348 (10·83)

NSN 75401-111.152-B06Z 50348-101
'PrC$Crlbed by GSA FAR (48 CGR) 53.213(c)
 _ _ , -_ .... - ....... ~ .L.L . . . . . . . J..n...L). ,,-Vi.. '101;" ",001
TULIl<l ::;111 iNDUSTRIES 141004

SECTION A - STATEMENT OF OBJECTIVES

OVERVIEW

In the 2003, Congress funded a promotion campaign to increase international travel to the United States. [Public
Law 108-7, Section 210.] The 2004 Omnibus Appropriation bill reduced the initial level of available funding, bu­
not the statutory imperative to develop and implement an international advertising and promotional campaign to
encourage travel to the United States.

The 2003 appropriations statute also created the U.S. Travel & Tourism Promotion Advisory Board, comprised of
15 leaders in the travel and tourism industry appointed by the Secretary of the Department of Commerce. The
members of the Advisory Board can be found http://tinet-ita.doc.gov/.

This indefinite quantity/indefinite delivery order establishes a framework with a lotal period of performance of up
to three years for the Government to acquire advertising, marketing and public relations services On an intemation.
basis to promote international travel to the United States_ .

Through this framework, the Government may issue individual task orders to implement the tourism promotion
campaign in markets around the world as funding becomes available.

The Base Year for tins progr~un is from award through March 31, 2005. With two option years, the program may
extend through March 31, 2007.

. 2. PROGRAM OBJECTIVES
'-.../'
a_ The Governmen.t seeks to increase international travel and tourism to the U.S. from international markets. The
Contractor shall develop and implement a multi-national integrated ndverrising, marketing and public relations
campaign with the objectives of increasing:

• Visitation to the U.S.,

• Economic benefits from visitation,
• Interest and furore intent to visit the U.S., and
• Perception ofthe U.S. as a travel destination.

b. The Contractor shall devt:lop and implement performance l11.eaSUres of rhe campaign.

3. BACKGROUND - THE ROLE OF THE FEDERAL GOVERNMENT

a. The U.S. Department of Commerce works to create economic opponunity for U.S. workers an.d firms by
promoting international trade, including both seJVice and manufacturing industries.

b. The Office of Travel and Tourism Industries (Orn) wjthin the Service Industries, Tourism and Finance group
of Trade Development, International Trade Administrarion (ITA), at the U.S. Department of Commerce serves
as the national tourism office for the United States.

DG13S0-04-SR-OOOl
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TUlIJ<l:SM INDUSTRIES @005

4. BACKGROUND - OVERVIEW OF THE PROBLEM

a. Trave] and tourism is the nation's largest service sector, representing $84 bilHon in exports for the nation. This
,,---,,' sector contributes $6 billion to the U.S. balance of trade, and 18 million people are directly and indirectly
employed because of travel & tourism in the United Stales.

b. The U.S. share of global tourism hac; generally been in decline since 1992. Recent events, including the events
of 9/11, economic concerns, the war on terrorism, SARS, and the reslructuring of the airline industry have
resulted in precipitous declines in recent years. Since 2000. total arrivals tl) the U.S. have decreased by 17.8%.

c. Since 2000, when international arrivals to the u.s. peaked at 51 million. bOIh arrivals and receipts (non-resident
expenditures) have declined, as foHows:

U.S. Market Share as % of Global Market

Category 2000r 2002r Change (points)
Arrivals 7,4% 6.0% - 1.4
Receipts 17.4 % 14.0% - 3.4

It is important to note that during this period, World Arrivals grew by 2.3% and World Receipts realized only a
modest increase. Nonetheless, U.S. arrivals and receipts declined in both absolute and relative terms.

d. Arrivals from the five largest originators of intemational visitors (UK. Canada, Mexico, Japan and Germany)
declined at a lesser rate thtm total arrivals.

e. The decline from 2000 to 2002 is also not uniform among those five markets:
--.../'
Arrivals to U.S. From: 2000 2002 Change (%)
United Kingdom 4,703 3,817 - 18.8%
Japan 5,061 3,627 - 2S..:J'!.oi1 I
Germany 1,786 1,190 - 33.4'rh
Canada ]4,648 12,968 - 11.5%
Mexico 10,322 9,807 -5.0%
Total for 5 Markets 36,520 31,409 ~ ]4.0%

f. Contributions to the U.S. balance of trade have also declined. Although travel and tourism is this nation'S
largest service sector, contributing positively to the balance of trade, the size of the surplus has also been in
decline due to the relative drop in receipts:

U.S. $ Millions 2000 2002p Change

($ MilJions) ($ Millions) (%)
Receipts (Exports) $103,087 $ 83,593 - 18.9%
Payments (Imports) $ 88,979 $ 78,013 - 12.3%
Travel Balance $ 14,108 $ 5,580 - 60.4%
p: projected

g. Industry Impacts

.'-...../. The industry has altered pricing structures to stimulate travel. In additiOn. rhe advenr of the Internet has created
structural evolutions in distriburion channels.

DG1350-04-BR-OOOl
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 TUllIUS!! INDUSTRIES 141006

Traditional distribution channels within the travel and tourism industry include a variety ofJevels) both vertica
and horizontal, and can be complex. The introduction of the Internet as a direct distribution channel has begur
to have a significant impact on the traditional distribution channels.

Within traditional distribution channels. travel and tourism indll~lry ~lIppl iel's (such as airlines, hotels,
transportation companies, attractions. etc.) otfered their produl:t(s) (airline: seats, hotel rooms, rental cars, cruis
cabins, Oluseum tickets, etc.) to the public directly or through one or 1,l10re of the following entities:
Wholesalers. Receptive Operators. Tour Operators, or Travel Agents. Today however. consumers are
increasingly purchasing directly from the supplier through the Internet.

Recent events have created economic difficulties jn the traditional supplier lines that have severely affected all
layers (save for the consumer), as commissions have been cut, pricing re~tructurcd, and other cost-saving
measures put into place in attempts to remain in business.

Each layer of the channel is reassessing pricing. markets, marketing, advertising, and promotions as the
consmner increasingly uses on-line services to purchase directly from the supplier. This is also increasing in th
intemational arena, though the "look to book" ratio continues to be much higher for American travelers than fo
international travelers.

The combination of elem(mts affecting the environment in which these ou~inesses operate is affecting both
short-term and long-term changes. It is clear that the events of recent years have had a disproportionate effect
on the travel and tourism sector in the United States, and that the industry itselfis restructuring.

h. See Attachments B for data relating to the United Kingdom and Attachmenl C for market milestones per
market.
-/
5. OTHER MARKETING INITIATIVES PROMOTING VISITATION TO THE U.S.

This campaign will not represent the only promotional initiatives to cncouroge travel to the u.s. in these markets.
In addition, individual tmvel service companies and several entities have launched comprehensive marketing
campaigns in one or more markets. Some of their w()rk offers purchasable product to the consumer- These
represent potential partners for a national tourism promotion program.

State tourism offices, destination convention and visitors bureaus, regional tourism marketing organizations, and
other non-profit travel trade or niche population/affinity associations offer a variety ofprogranls aimed at directly
or indirectly selling travel to the consumer.

Most of these organizations have launched interactive Internet sites where potential travelers can click through a
series of travel options, adding components to their "shopping carts.,- thereby compiling a travel itinerary as they
makc those selections. Once the potential traveler has tlnished "shopping,-- they are-then given the option of
printing off a copy of this travel schedule to take to a travel agent or to simply implement on their own, or of
actually buying the product on-line through a series of additional click-lhroughs.

Many are working directly with the wholesalers, receptive operators and tour operators to build additional product
for sale through the traditional distribution channels·- but they will also carry that product on·line on their websites.
Travel suppliers have to keep in mind that the product they are builuing with these organizations has to be
appropriately priced.

DG1350-04-BR-OOOl
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 Uj/"l1/U~ 1Ub 11:22 FAA ZUZ 4/lZ Z887 TOlffiISM INDUSTRIES ~007

Travel industry trade associations, such as the Travel Industry Association of Alllerica (TIA), have also launched
direct-to-consumer campaigns geared to encouraging travel to the United States. TJA launched their "See
America" program in late 2001, following the events of September 11, as i.1 way ofjumpstarting international
~ inbound tourism to the U.S. 'TIley have targeted the United Kingdom. Japan and Brazil with their program, which
has primarily been implemen1ed with funding from their membership. The program includes a website,
www.seeamerica.org, which ~;ees dramatic increases each time a "See America" insert is included in local
m.agazines and newspapers. The website is primarily a portal page to the websites of state tourism offices and othe
destination marketing organizations, but does also include a "re411 deals" section where anyone from the travel
industry (member or non-member) can post "sales" on U.S. destinations.

Niche population and affinity associations, such as the American Association of Retired Persons or Smithsonian
Associates, have also gotten into the packaged travel game. adding yet anolh~r outlet for the Consumer to purchase
travel.

In addition, the Department of Commerce maintains Commercial Service ortices in the five target markets.
Commercial Service officers work closely with Visit USA Committees, cOlllrri~ed ofpriv3te sector organizations
such as airlines, hoteliers, theme parks, etc. These organizations are cooperatively engaged in promoting
international travel to the U.S. through a year·round program of marketing, promotion, and public relations
activities. This promotion campaign will work in concert with these init.iatives.

In some cases, in-market Visit USA Committees and the Commercial Service have also deVeloped specific produc1
that is made available for sale through the Internet, and/or at consumer and trade shows throughout in-country
marketplaces. In Gennany, for instance, the Visit USA Committee has launched a "50 Stars" umbrella campaign
under which the Visit USA Comminee members and Gemlan tfave) tmde ~re working cooperatively to promote thl
United States.

.~ The Office of Travel and Tourism Industries also has an on-going program in place in Jap~ the U.S.-Japan
Tourism Export Expansion Initiative. TIle govemments of Japan and the United States have agreed to work
together to increase tourism between the two countries. There is a working group in place, comprised of
organizations interested in both in-bound and out-bound tourism lo/from the U.S. Several initiatives have been
developed and are in progress. This program should be taken into consideration when developing the specifics of
the campaign for the Japanese market.

Some, or all of this, should be given due consideration when considering pUH::ntial cooperative advertising and
marketing partners, as weJ1 as being potential partners for in-market special ~vellts, consumer outreach, and other
direct-sell ventures.

6. COOPERATIVE MARKETI:'JG OPPORTUNITIES

The Advisory Board has advised the Department to leverage to the greatest extent possible the Govemment's
resources through cooperative marketing opportunities.

As part of the overall campaign, the Contractor shall consider potential cooperative advertising, marketing efforts,
and other partnerships (such ::IS for in-market special events, consumer outreach. an.d other direct-sell ventures) with
other entities seeking to encourage travel to the United States. These entities include, but are not limited to,

• Travel suppliers (wholesalers, receptive operators, tour operators)

• Travel service companies .
'"-..-/ • State tourism offices, destination convention and visitors' bureaus, regional tourism marketing organizations,
and other non~profit travel trade or niche population/affinity associations
DG1350-04-BR-OOOl

Pag~ - 6

 U31Z9/U5 TUE 11:22 FAX 202 482 2887 TOlffiISM INDUSTRIES 141008

• Travel industry trade as::;ociations

• Visit USA Committees and the U.S. Foreign Commercial Service (ll department of the Federal Govemment)
• U.S.-Japan Tourism Export Expansion Initiative
""-""
7. FULFILLMENT

As the U.S. Department of Commerce has no established infrastructure for fulfillment. investment in fulfillment is
not envisioned. As with campaigns aimed at raising awareness and stimulating purchases of commodities (such as
the ones undertaken for the Cotton Board Of the National Dairy Council). the c,)mpaign must be designed to
motivate the consumer to contact businesses that provide product direcrly. and/or partner with marketing
organizations that can provide: linkages to product.

One ofthe challenges therefo.re. is to create a program that communicates brand values and messages that motivatE
the consumer, yet includes a call to action for transactions that are dosed by thi rd parties.

8. PENDING POLlCY/LEGAL CHANGES

Several pending changes related to national security will affect visitation to the U.S.

a. Personal Interview Requirement for U.S. Visa Applicants

Effective August 1,2003, U.S. Embassies and Consulates are required ro personally inteIView nearly every
foreign national applying tor a non-immigrant U.S. visa. The principal exceptions to this rule are that
inteIViews are not required for individuals 16 years of age or under. those 60 years of age and older and those
renewing previous visas that have not been expired for more than one year.

'-"" b. Machine Readable Passports for Visa Waiver Program Countries

Effective October 26,2004, visitors from nearly all countries under rb~ VisJ Waiver Program must have
machine~readablepassports. After that date, if a potential traveler does 11M have a machine~readable passport,
then a visa will be required for entry to the U.S. Children under 16 YC~H·S old must either have a machine­
readable passport of their own or a visa to travel with their family.

c. Biometrics

The Enhanced Border Scc.urity Act has mandated two separate biometric requirements:

1. All U.S. visas issued citer October 26.2004 must include a bi{lllletric identifier. This identifier will be a
combination of indexflngerprints and photographs. Collection of biometrics will be phased in beginning in
late September 2-004 at four embassies with plans to meet the October 2004 deadline at all overseas posts.

ii. Travelers tram countries under the Visa Waiver Program with passp011S issued after October 26,2004 must
have passports with biometrics that meet a standard agreed upon by the I.nternational Council of Aviation
Organizations (ICAO).

However, it is doubtful that the countries tmder the Visa Waiver Program wiU meet this deadline. Most of
the countries may be able to demonstrate that they have a complimlcc program in place, but may not be able
to actually issue passports with the newly determined biometrics. Thi~ means the effectiveness of the Visa
-./' Waiver Program could be jeopardized on October 26~ 2004 if 110 country is issuing qualifying passports by
that date.
DG1350-04-BR-OOOl

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 OJ/29/05 Tlm 11:2J FAX 202 482 2887 TOURISM INDUSTRIES I4J 009

iii. There is no requirement that the United Slates passports include 0 bioll1crrie, but it is planned that the U.S.
will meet the ICAO facial recognition standard (but not by October 2004).
"--'"
9. INDEFINITE DELIVERY, D-JDEFfNITE QUANTITY

The detailed work requirements in this base delivery order ~gainst GSA St:hl;;uuk will provide a franl,ework for
ordering services under individual task orders. As required. funds shall be obligated by the issuance of separate
task orders citing applicable fiscal year accounting data when issued. The pricing under this agreement shall be
governed by the GSA schedule prices in dIect at time a delivery order is placed and the price shall be equal to Or
less than the schedule prices.

10. SCOPE OF WORK

In each international market specified by task orders, the Contractor shall develop and implement an integrated
advertising, marketing and public relations campaign. together with a cooperative marketing program to raise
awareness of the U.S. as a travel destination and to motivate tbe purchase of travel services to enable visitation. The
Contractor shall also undertake the measurement of the program's etrecliveness. To this end, the Contractor shall
conduct activities including, but not necessarily limited to:

a Program Design

SituatiQ~ analysis

I. The development of an integrated strategic marketing plan.

ii. Market research to segment the marketplace to identify targets most likely to travel to the U.S. and spend at
or above the nonn,
iii. Identification of core brand values for the U.S. as a travel destination.
iv. Appropriate messages to commu.nicate brand valuC!s and attrihutes to those audiences, to create an emotional
cOlmectioo to the U.S. as a travel destination that will motivate purchase of travel services for visitation to
the U.S. from each particular market (messages may vary per market),
v. The development of a creative concept, and renderings (short of execution) of creative in all media,
vi. A plan to deliver creative into market,
vii. A public relations plan. including media relations and communications. to generate earned media and
support the campaign both to international and domestic audiences,
viii. The development of a cooperative advertising program to levernge media spend in market, preferably with
incentives to the contractor to increase participation levels, and
ix. A plan for a cooperative marketing program to extend the reach of the program by maximizing
participation in advertising and public relations activities and leveraging media spend in market. The
program should work 10 concert with existing cooperative programs in market and provide lower-than.­
market cost to participants. The plan must also include a proposed incentive structure to encourage the
contractor to increase private participation in the cooperative program.

x. The development of a plan to measure the success of the progn1l.11, including the performance plan by which
the contractor's performance will be measured.

b. Program Implementation

\...-/ 1. Execution of the crea.tive in allllledia,

11. Implementation of the plan to deliver the creative in market,
DG1350-04-BR-OOOl

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 U:l/Zl:I/U5 'Ill!'.: 11:23 FAX 202 482 2887 TOURISM INDUSTRIES 141010

iii. Implementation of projects lll1der the public relations plan,

iv, Implementation of the programs related to the cooperative advertising plan, and

v. Implementation oftasks related to the measurement pJan

c. Account Management and Subcontract Management

1. Communication with Department management and stakeholders,
ii. Account management and executive oversight
iii. Acquiring and adrniniste~ing and management of all subcontractors unLi $wff, including research finn(s).

II. GUIDANCE'ON USE OF THE INTERNET

It is the policy of the Government that all Internet sites funded by the Government meet Section 508 standards fOI
the physically impaired (see 36 Code of Federal Reguiation.s part 1194). These .standards can be found at:

http:/Nvww.section5 08,~ov/indcx.ctin'! &FuseAction:::'l . ~-lrHel1t&ID= 12

See Part 36 of Section B - Special Terms and Conditions for the clause.

In addition, there are privacy restrictions on the use of data on customers $~~killg infornlation from the
Government. See Part 35 of Section B.

12. PERIOD OF PERFORMANCE

The period of perfonnance for this order is a Base Year of approximately 12 months from the date of award plus
two 12-month Option Years.
.~
1. The Government has the option to extend the effective period of this ('Irder for two (2) one year periods
following the base year.

(I) If more than 30 days remain in the order effective period. the Gl.m:~J'I)ment, without prior written
notification, may exercise this option by issuing a cont~ct moditication.
(2) To unilaterally ex(~rcise this option within the lasl30 days ofthc effective period, the Government musl
issue written notification of its intent to exercise the option prior to thGt last 30 day period. This
preliminary notification does not commit the Government to exercise the option.
(3) The parties may bilateraJly agree to exercise this option :.Jl any lim':' ht.:'[<:He expiration ofthe order
effective period.

11. The effective period(s) for placing orders under this contract are as J~)lIows:

Period Effective Period Latest Ddh"elT Dote·

Base Year Award - March 31, 2005 90 calendar days trom the end of the Base Year
Option Year 1 April 1. 2005 - March 31, 2006 90 calendar d(lys from contract expiration date
Option Year 2 April 1,2006 ­ March 31, 2007 90 calendar days from contract expiration date

* The "latest delivery dates" shown above are the dates after wbkh the Contractor is not required to make
deliveries on orders placed during the corresponding effective period. This dues not make sense. Please clari£)

'--./

DG1350-04-BR-OOOl
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 UJ/~~/Ul) HIt; 11:24 FAX 202 482 2887 TOURISM INDUSTRIES I4JOl1

13. FAR 52.217-8 OPTION TO EXTEND SERVICES (Nov 1999)

The Govenunent may require continued performance of any services within the limits and at the rates specified in
'-./ the contract. These rates may be adjusted only as a result of revisions to prevniJing labor rates provided by the
Secretary of Labor. The opti(ln provision may be exercised more than once. but the total extension ofperforrnanci
hereunder shall not exceed 6-months. The Contracting Officer may exercise the option by written notice to the
Contractor within 30 days from contract expiration date.

DG1350-04-BR-OOOl
:Page - 10
 - - . _ ..................... _""_ .. ""_ .. vv, ~uuft~~m INUU~lKlh~
!41 012

SECTION B- SPECIAL TERMS ANI) CONDITIONS

GSA SCHEDULE CONTRACT

The tenus and conditions of the Contractor's GSA schedule contract are hereby incorporated by reference.

2. RO'l.-\LTY-FREE LICENSE

In consideration of the sums ,10 be paid to the Contractor under this order. lilt:: Contractor hereby agrees and does
. grant. convey, and reserves to the United S~ates of America a nonexclusive. irrevocable, worldwide, royalty~free
license in all written material: published, printed, presented or used in connection with the order, in which the
Contractor presently holds a copyright or in the fun.lre shall obtain a copyright therein or in which it has the right to
issue royalty-free licenses thereto. .

3. COMPENSAnON FOR ADVERTISING PLACEMENT

a. The Contractor will be compensated tor the design, preparation. and creative work relating to advertisements to
be placed and t.he services rendered tor the placement of advertising in lllcdia. regardless of whether the
particular media grants thl~ Contractor a commission, refund or rebnte for the placement of advertising. In the
case of costs for placement of advertising in media, the Contractor shall only be compensated for the actual cost
of placement to the Contractor, excluding any commission, refund, rdxlte. or commissiOn due from the media
concerned.

b. The cost of placement of advertising in said media shall not exceed the published or certified card or schedule
ratesfor space or time in the media concerned and shall be in accordance with GSA schedule pricing.

c. If cash discounts for prompt payment to media for advertising placed are avai [able to the Contractor, the cost of
placement shall not exceed the established certified or schedule wtes t()r spoce or time less the maximum
amount of the discount available and shall not exceed GSA schedule pricing and negotiated discounts.

d. Any commissions received for media placement w.ill be applied as a credit to the cost of the project.

4. COMPENSATION FOR PRODUCTION CHARGES

All invoices for production charges must be itemized by expense type and must include original bills from suppliers
of goods and services. Samples of produced items. such as tear sh.eets for print advertisements, scripts for radio,
storyboards for television, brochures, promotional materials. etc., are required nnd must be provided when
invoicing the Government- Invoices l11ust contain sutllcient clemil to detel"l11 i 11~ r~<lsonableness and propriety of
charges. .

5. GOVERNMENT APPROVAL OF ADVERTISING

The Government reserves the right to ask for copies before approving the tinal m~dia/ advertising product. In
addition, the Government reserves the right to disapprove for cause any professional talent whose appearance is
deemed to not be in the best interest of the Government, notwithstanding the indiVidual's professional
quaJifications.

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6. LIMITED USE OF DATA AND INFORMA nON

a_ Performance of this order may require the Contractor to access data and infi.)rmation proprietary to a
"---../ Government agency or Government Contractor andlor is of such a nature thm its dissemination Or use other
than in performance of this order. would be adverse to the interests of the Government andlor others_ '

b. Contractor and Contractor personnel shaH not divulge or release data or information developed or obtained in
performance ofthis order, until made public by the Government except to authorized Govemment personnel (J
upon written approval of the Contracting Officer. The Contractor shall not USt\ disclose or reproduce
proprietary data which bears a restrictive legend, other than as required in the performance of this order.
Nothing herein shall preclude the use of any data indcpendemly acquired hy the Contractor without such
limitations or prohibit an agreement at no cost to the GovernJ11ent between the Contractor and the data owner
which provides for greater rights to the Contractor.

p- The Contractor shall include the above clause (paragraphs "a" and "b") in all ~ubcontracts.

7. DISSEMINATION OF CONTRACT INFORMATION

The Contractor shall not publish, permit to be published, or distribute tor public consumption, any oral cir written
information developed under this delivery order or contained in the reports to be fiJrJ:llshed pursuant to this delivery
order without prior written approval of the Contracting Officer.

8. TALENT RELEASE

a. The Contractor shall deliver to the Contracting Officer~s Technical Representative signed releases obtained
from all persons appearing in advertisements, recognizably photographeu. or recorded. Each such release
instruments shaH grant perpetual and unrestricted rights whereby the Contractor and its heirs, executors,
administratorS, successors or assigns shall own, free and clear of any claim on the part of the talent, all rights of
any kin.d in the work or contribution of the talent, with the exception of rights relating to exhibition for profit.
Each such release instrument shall enable the Government and others to reproduce. distribute, publish, exhibit
and transmit any such advertisement, commercial, motion pictUre or televisit)n film or film strip. Jive or
recorded television or radio spot, or other production, at any time Olnd ;]1 ony place and by any method of
medium such as publication, projection or transmission. electrical. mechanical or otherwise, including
newspapers, periodicals, letters, magazines, Internet, books. slides. communications sa.tellite systems, radio, and
television_ As a prerequisite to the completion of any advel1isement. cOlllmercial, motion picture or television
film or filmstrip. live or recorded television or radio spot or other production or any increment thereof, the
Contractor shaH assign each such release instrument to the Cill\'ernl1lenl. I f the Contractor believes that releases
are not required because of special circumstances, it shall promptl)' del i ver its written explanation to the
Contracting Officer (CO) and the Contrac~ing Officer's Technical Representative (COTR).

b. Each separate release instrument mentioned in subparagraph "a" above shall include, but not be limited to, the
grant ofpe:rpetual and unrestricted rights whereby the grantees are enabled. in any manner, in connection with
any advertisements, commercial, motion picture or television film or tilm strip, live or recorded television or
radio spot, or other production ordered hereunder, to use the name. photographic likeness, acts, poses, plays and
appearances of any/or made by any talent; to record, reproduce, amplify and simulate the voice and all
instrumental, musical and other sound effects produced by any talent; and to "double" or "dub" the voice, acts.
poses. place and appearances, and all instrumental, musical and or other sound effects produced by any talent,
to such extent as may be desired.

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 TUlIH!SM INDUSTRIES 14J014

c. Talent Release Indemnification

The Contractor shall inde~nnify and hold harmless the United States Goverlllllt:l1t. its officers, agents and
____. e~~loy~es from. all judgm~nts an~ t~On1 sU~h settle~lents as tl~e UI~itcd Stutes Government shall dee~ proper
ansmg from claIms, lawslllts or sImilar actlOns agamst the UllIted St(lt~$ Government for defective talent relea
or failure to obtain necessary talent release in connection with the work h~rdJl.

d. Usage Rights

'fhe Government shall have world-wide rights, if available to the Conrr.actor. including music rights, for
whatever use and/or disposition is deemed appropriate by the Government for items created under this orde!;
including theatrical and non-theatrical, commercial, distribution, eXhibitil)n, television and reproduction rights.
both foreign and domestic in accordance with the above paragraph "Rlly:.llty-Free License." The Contractor
shall retain no rights to any deliverable under this order or any other issued hereunder.

9. PUBLICATION RIGHTS

a. The Contractor shall provide the Government with complete copyrights for nil materials developed under this
order. These rights shall allow the Government to freely use the subject materials at any time, through any
method of projection, transmission Or distribution.

b. Data not fIrst produced in the performance of this order. The Contractor shall not, without prior written
permission of the Contracting Officer, incorporate in data delivered under this order any data not first produced
in the performance rights tJfthis order and which contain the copyright notice of 17 U.S.C. 401 or 402, unless
the Contractor identifies such data and grants a paid-up, royalty free. exclusive license in perpetuity for use by
or onbehalf of the United States Government.

c. Release and use restrictions. Except as otherwise speciticaJly provided for in this order, the Contractor shaH nol
use for purposes other than the perfomlance of this order, nor shall the COl1tr~ctOl' release, reproduce, distribute.
or publish any data ftrst produced in the performance of this order, nor authorize others to do so, without the
written permission of the Contracting Officer.

d. Indemnity. The Contractor shall indemnify the Government und its otllcers. agents, and employees acting for
the Government against any liability, including costs and expenses. incurred as the result of the violation of
trade secrets, copyrights or right of privacy or pUblicitYl arising out of th~ creation, delivery. publication, or usc
of any data furnished by the Contractor under this order; or any libelolls Or other unlawful matter contained in
such data. The provisions of this paragraph do not apply unless tJle Government provides notice to the
Contractor as soon as practicable of any claim or suit, affords the Contractor un opportunity under applicable
laws, rules, or regulations to participate in the defense thereof, nnd obtnins the Contractor's consent to the
settlement of any suit or claim other than as required by final decree of a court of competent jurisdiction; nor do
these provisions apply to material furnished Lo the Contractor by the Governlllent and incorporated in data to
which this clause applies.

lO. EXISTING MUSICAL COMPOSITIONS

It is agreed with respect to any musical composition not first produced or composed in the performance of work
under this order but which is incorporated into any motion picture, or tekvisioll film or film strip, live or recorded
television or radio spot, or other production furnished hereunder, the license granted under the "Rights in Data"
. . . _../ clause of the contract shall be limited solely to the motion picture, or television tllm or film strip. live or recorded
television or radio spot, or other production which incorporates such rnusical composition.
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 TOlffiISM INDUSTRIES !4J015

11. WORLD-WIDE MUSIC PERFORMANCE RIGHTS

'-'" When newly composed or produced music is incorporated into (lily motion pkture or television film or film strip,
live or recorded television or radio spot. or other production furnished hl:f'eunder. the Contractor shall furnish the
Government a world-wide music performance rights license which shall enable thc Government and others to
reproduce, distribute, publish, exhibit and transmit the motion picture. or television tilm or film strip, live or
recorded television or radio spot, or other production. at any time and at any place, and by any method or medium
of projection or transmission, such methods, or medium including those dectrica1. mechanical and othelW"ise, and
including communications sa.tellite systems, radio and television.

12. EXHIBITION RIGHTS

Any advertisement, commercial, motion picture or television film or film strip. live or recorded television or radio
spot, or other production ordered hereunder will be exhibited or used by the Oo\'enunent or others on a non­
sponsored or non-profit basis only. Proposals submitted hereunder shall include the cost ofacquisition of only tho~
rights and release instruments as are necessary for such non-sponsored or non-profit exhibitions.

13. TITLE AND RISK OF LOSS

a. After award of this order, the title to a11 m3tel'ials acquired by the Cnntrnctor in the performance ofrhe contract
properly chargeable thereto under sound accounting practices is the property of the Government and shall vest
in the Government. All material acquired under this order shall become rhe property ofthe Government.

b. The Contrac.tor shall bear the risk of loss of property, title to which vests ill the Government pursuant to this
. . . . . ./ clause, in the event Ofl05S, theft or destruction of or damage LO any suell property before delivery acceptance b:
the Government

14. REPRODUCTION MATERLo\LS

a. All end and finished products produced under this order become the property of the Government.

b. All mechanical devices produced by the Contractor in the pcrformnnce of this order, such as elector-late,
engravings, and root-prints, shall be the property of and be delivered to the Government; however, the devices
will remain in the custody of the Contractor for the duration of the order or any extension thereof unless notifief
otherwise by the COTR.

c. All camera~readymaterials produced by the Contractor in lhe peri"tmnuncl! or this order, such as mechanicals
and photos, in their entirety shall be the property Qfthe Government. Phutographs, slides, film footage, trims
and cuts, excess to the final accepted product, shall be the property of rhe Government. All materials will be
maintained by the Contractor during the course of the order. Dnd turned \n't'!" In the Government. .

15. GOVERNMENT FURNISHED DATA

Title to Government-furnished data delivered to the ContracIOr under [his base urder Or any task orders shall relnaiI1
with the Government.

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 TUlIH1SAt INDUSTRIES [4]016

16. 1352.209-71 ORGANIZATIONAL CONFLICT OF INTEREST (March 20(0)

a. The Contractor warrants that, to the best of the Contractor's knowledge and belief, there are no relevant facts 0
............ circumstances which would give rise to an organizational conflict of interest. as defined in FAR SUbpart 9.5,01
that the Contractor has disclosed all slIch relevant information.

b. Thc Contractor agrees that if an actual or potential organizational conHiet of interest is discovered after award,
the Contractor will make a full disclosure in writing to the Contracting Otliccr. This disclosure Shall include a
description of actions which the Contractor has taken or proposes (0 rake. ilti:er consultation with the
Contracting Officer, to avoid, mitigate. or neutralize the actual or pOlenti:.11 conflict.

c. Remedies - The Contracting Officer may terminate this contract for convenience, in Whole or in part, if it deem:
such termination necessary to avoid an organizational conflict of interest. If the Contractor was aware of a
potential organizational conflict of interesI prior to award or discovered fill <lctual or potential contlict after
award and did not disclose or misrepresented relevant information to the Conlracting Officer, the Government
may terminate the contract for default, debar the Contractor for Government contracting, or pursue such other
remedies as may be pemlitted by law or this contract.

d. The Contractor further agrees to insert provisions which shall conform substantially to the language of this
clause, including this paragraph lid", in any subcontract of consultant agreement hereunder.

17. SPECIFIC ORGANIZATIONAL CONFLICT OF INTEREST REQUIREMENT

Further to Paragraph 16 above, it is important to the Government that the Contractor not be representing any non­
U.S. national tourism destinations. If the Contractor represents any such destin.-ttions, it must disclose this to the
,-/ Government and present a plan for mitigation of that conflict.

18. TYPE OF CONTRACT

The contract is a single award for an Indefinite Delivery, Indefinite C)uZlnlily (lD/[Q) type delivery order against
Federal Supply Schedule which either Firm Fixed-Price (FFP), Lahor Hour (with a fixed billing rate), or Time and
Materials (T&M) type task orders, or a combination thereof. will be pln..:ed.

19. ORDERING

a. Any supplies and services to be furnished WIder this base delivery order shall be ordered by issuance oftask
orders by the Contracting Officer. Such orders may be issued trom the f)ate \)f Award through the final
effective date of the base order, or option period if exercised.

b. AJI task orders are subject to the terms and conditions ot'th.i$ base Llelivery ordeL. In the event ofa coo.fliet
between the terms an.d conditions of an TD/TQ task order and those ofthi$ base·order, the terms and conditions
of this base order shall control.

c. If mailed, a task order is considered "issued" when the Government deposits the order in the mail. Orders may
be issued orally or by written telecommunications only if authorized in the Schedule.

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 lUl!l<lSM iNDUSTRIES ~017

20. ORDER LIMITATIONS

Minimum order. When the Government requires supplies or services covered hy this order in an amount of less
-JJ than $100, the Government is not obligated to purchase, nor is the Contmct(lr obligated to furnish, those supplies I
services under the base order.

21. INDEFINITE QUANTITY

a. This is an indefinite-quantity order tor the supplies or services specitkd. ,1111.1 ...:nective for the period stated, in
the Schedule. The quantities of supplies and services specitIed in [he Schedule are estimates only and are not
purchased by this base order.

b. Delivery or perfolTIlance shaH be made only as authorized by task orders issued in accordance with the Orderin
clause. The Contractor shaH furnish to the Government, when and if ordered. the supplies or services specified
in the Schedule. The guaranteed minimum fOr this requirement including base and option years is fulfilled by
the placement of task order 0001.

c. Except for any limitations on quantities 'in the Order Limitations clause or in the Schedule, there is no limit on
the number of orders that may be issued. The Government may issue order::; requiring delivery to multiple
destinations or perfonnanl;e at multiple locations.

d. Any order issued during the effective period of this base order clnd not completed within that period shall be
completed by the Contractor within the time specified in the order. The base order shall govern the Contractor's
and Government's rights and obligations with respect to that order to the same extent as if the order were
completed during the base order's etTective period; provided. that th~ ClllltruclI)r shaH not be required to make
any deliveries under this base order after 90 days from the last dny of the effective period of the base order.

22. 1352.237-73 KEY PERSONNEL (March 2000)

a. The Contractor shall assign to this contract the following Key Personnel:

Position

Cathleen Johnson Project Manager

Toby McCarrick Assistant Project Manager
Sarah Devaney International PR Team Leader
Neal Flieger Contract Manager

Any Changes to subcontractors must be handled in aCCOrdance with this clause.

b. The Contractor shaH {)btain the consent of the Contracting Officer prior to making Key Personnel substitl.ltiOns.
Replacements for Key Personnel/Subcontractors must possess qualifications equal to or exceeding the
qualifications of the personneVfirm being replaced.

c. Requests for changes shall be subm.itted to the Contracting OfficEr. with n copy to the COTR at least 15
working days prior to making any permanent substitutions. The request should contain a detailed explanation of
the circumstances necessitating the proposed substitutions, complete resul11es tor the proposed substitutes, and
any additional infonnation requested by the Contracting OftJccr. The Contracting Officer will notify the
Contractor within 10 working days after receipt of all required informmion of the decision on substitutions. The
contract wiII be modified to reflect any approved changes.
DG1350-04-BR-0001
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 ~_._~,..., . . . . . . . . . . . . . .ol......l .L.L.~V .l.J"l....Q.. ~v .. ":1044.00/ lUUHI ::m INDUSTRIES
I4J 018

a. GSA contract number and delivery order number

b.. Reporting period

c. Task order number and name; the following by task order

i. Work accomplishments and significant events
ii. Problems that may impact performance
iii. Activities planned for the next month
iv. Funding available for the task order
v. Dollars spent to date under the task order
vi. Dollars remaining for the task order

27. INSPECTION AND ACCEPTANCE

Inspection and acceptaP..ce will be performed by the COrR.

28. TASK ORDER PERFORMANCE MEASURES AND REPORTING

Contractor perfonnance will be considered successful as foHows: 100% of assjgned tasks completed on or before
assigned due dates. This will be measured through close monitoring by (he Contracting Officer's Technical
Representative (COTR) and the monthly status reports. If slippage occurs. i( wi II be documented and brought to the
attention of the contractor.

29. TRAVEL EXPENSES

a. All travel perfonned under this contract. shall be conducted and invoiced in accordance with the Federal Travel
Regulation (FTR). Infonnation on the FTR can be found at: .

http://www.gsa.gov/PortaJlgsalep/contcntView.do?contentId= 14161 &CtllltentT"pe=GSA' OVERVIEW

b. The Contractor shaH select the transportation method most advantageous to the Government, when cost and
other factors are considered. For airline travel. FTR § 301 10. t 06 requires using coach class service~ unless
premium class or first class service is authorized.

c. Ma."imum government per diem rates can be found at:

http://www.po Iicyworks.govlorg/main/mtlhomepage/m ttlperd i em/tnt\' t: I. sh l III 1

and

. http://www.state.g,OY/m/a/ats/prdm/

d. Further guidance to contractors when traveling On oft1cial Government husiness is available in an October 1998
General Services Administration (GSA) Fact Sheet. The Fact Sheet can be (ound at:

http://www.gsa.govlPortaJJgsa!cp/contentView.do.?contentId=96?6&clllllentType=GSA BASIC

30. IRAVEL AUTHORIZATION

a. The base delivery order does not authorize travel. Funding for travel must be negotiated and approved under
"'"..-- individual task orders

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 UJI ~l:11 un 1l1b 11: Z'( toll ZUZ 41:12 2887 TOlffiISM INDUSTRIES 14I019

b. Notwithstanding the above, the Contractor must obtain written approv<ll ti'om the COTR for all international
travel.

',---" c. If the Contractor is unable to obtain rates within the maximum government per diem rates, the Contractor fiUS
detail the most economical rates obtained and document that a reasonahle attempt was made to obtain rates
within the maximum government per diem rates.

31. n~VOICE SUBMISSION

a. The COntractor shall submit invoices monthly.

b. The Contractor shall submit an original invoice and three copies to the COTR.

c. The invoices shall meet the requirements of the GSA schedule comract

d. In addition, invoices shall include receipts for aU travel expenses being invoiced, including, at a minimum,
airline tickets, ground transportation/taxi/parking receipts, hotel receipts. and tood receipts. Such receipts mus'
be grouped by contractor employee and by trip. Invoices tor trave[ expenses shall also include copies of the
required COTR authorization.

32. FAR 52.232-32 PERFORMANCE-BASED PAYMENTS (Feb 2002)

(a) Amount of payments and limitations on payments. Subject ro such other limitations and conditions as are
specified in this contract and this clause, the amount of payments nnd limitations on payments shall be specifie(
in the contract's description of the basis for payment.
(b) Contractor request for performance-based payment. The Contractor may submit requests for payment of
performance-based payme:nts not more frequently than monthly. in" form and manner acceptable to the
Contracting Officer. Unless otherwise authorized by the Contrncting Oftk~r. all perfonnance-based payments
in any period for which payment is being requesred shall be indlld~d in a single request, appropriately itemized
and totaled. The Contractor'S request shaH contain the infonllation nnd certitication detailed in paragraphs (1)
and (m) of this clause.
(c) Approval and payment of requests.
(l) The Contractor shall not be entitled to payment of a tequest tor pel'ti)l'munce-based payment prior to
successful accomplishment of the event or performance crirerion for which payment is requested. The
Contracting Officer shall determine whether the event or performance criterion for which payment is
requested has been suc.cessfully accomplished in accordance with the terms of the contract. The Contracting
Officer may, at any time, require the Contractor to substantiate the succe::;sful performance of any event or
pedormance criterion which has been or is represented as being payable.
(2) A payment under this performance.based payment clause is a contract tlnancing payment under the Prompt
Payment clause of this contract and not subject to th~ interest penally provisi~ns of the Prompt Payment
Act. Th.e designated payment office will pay approved requests On the 30th [Contracting Officer insert day
as prescribed by agency head; ifnot prescribed, insert "30th"] day after receipt of the request for
pei'fonnance-based payment. However, the designated payment nftice is not required to provide payment if
the Contracting Officer requires substantiation as provided in paragraph (c)( I) of this clause, or inquires into
the status of an event or performance criterion, or into any of the condirions listed in paragraph (e) ofth.is
clause, or into the Contractor certification. The payment period will not begin until the Contractin.g Officer
approves the request. .
(3) The approval by the Contracting Oftlccr of a request for pertol'mal1('~-has~d payment does not constItute an
acceptance by the Government LInd does not excuse the Controctnl' 11'001 ptrformance of obligatjons under
this contract
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 U.'IZl1/Ua TUb 11: 27 FAX 202 482 2887 TOlffiISM INDUSTRIES @020

(d) Liquidation of performance-based payments.

(I) Performance-based finance amollllts paid prior to payment for delivery nf an item shall be liquidated by
deducting a percentage or a designated dollar amount from the delivery payment. lfthe pertormance-based
finance payments are ()o a deljvery item basis. the liquidation amounl fl,'r ~ach such line item shall be the
percent of that delivery item price that was previously paid under perttmmmce-based finance payments or
the designated dollar amount. If the performance-based tinance payments are on a whole contract basis,
liquidation shall be by either predesignated liquidation amounts l)r a liquidation percemage_
(2) If at any time the amot.:mt of payments under this contract exceeds <.lny lim itation in this contract, the
Contractor shall repay to the Government the excess. Unless otherwise determined by the Contracling
Officer, such excess shall be credited as a reduction in the unliquidmcd performance-based payment
balance(s), after adjustment of invoice payments and balances lllr any retroactive price adjustments.
(e) Reduction or suspension of performance-based payments_ The Contracting OtTicer may reduce or suspend
performance-based payments, liquidate performance-based payments by dcLiLlction from any payment under the
contract, or take a combination of these actions after finding upon substantial evidence any of the following
conditions:
(1) The Contractor failed t,;) comply with any material requirement of this contract (which includes paragraphs
(h) and (i) oftrus clause).
(2) Performance of this contract is endangered by the Contractor's­
(i) Failure to make progress; or
(ii) Unsatisfactory financial condition.
(3) The Contractor is delinquent in payment of any subcontractor or supplier under this contract in the ordinary
course of business.
(f) Title.
(1) Title to the property described in this paragraph (f) shall vest in rhe Government. Vestiture shall be
immediately upon the date of the first performance-based paymenT under this contract. for property acquired
or produced before that date. Otherwise, vestiture shall occur when the property is or should have been
allocable or properly chargeable to this contract.
(2) "Property," as used in this clause. includes all ofrhe following describc:d items acquired or produced by the
Contractor that are or should be allocable or properly chargeable to thj~ contract under sound and generally
accepted accounting principles and practices:
(i) Parts, materials, inventories, and work in process;
(ii) Special tooling and special test equipment to which the Government is to acquire title under any other
clause of this contract; ,
(iii)Nondurable (Le., noncapitaJ) tools, jigs. dies, fixtures, molds. patterns, taps. gauges, test equipment and
other similar manufacturing aids, title to which would nClt be obtained as special tooling under paragraph
(1)(2)(ii) of this clause; and
(iv)Drawings and technical data, to the extent the Contractor or suhcnntractors are required to deliver them
to the Government by other clauses of this contract.
(3) Although title to property is in the Government under this clause. other Jpplicablc clauses of tois contract
(e.g., the termination or special tooling clauses) shaH determine the handling and disposition of the property.
(4) The Contractor may sell any scrap resulting from productiOl1under this contract, without requesting the
Contracting Officer's approval. provided that any significant reduction i 1\ the value of the property to which
the Government has title under this clause is reported in wriTing to the Contracting Officer.
(5) In order to acquire for its own use or dispose of property to which titlt: is vested in the Government under
this clause, the Contractor must obrain me Contracting Officer's advance approval of the action and the
terms. if approved, the basis for payment (the events or performance criteria) to which the property is
(elated shall be deemed to be not in compliance with the terms of the contract and not payable (if the
property is part of or needed for performance), and the Contractor shall refund the related performance­
bas'ed payments in accordance with paragraph (d) ofthi~ clause.

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 VJf':'l:JfV:> lllJ:. ll;":~ FAX ZOZ 41lZ 2887 TOlffiISM INDUSTRIES I4J 021

(6) When the Contractor compJetes aJi of the obligations under this cOntract. including liquidation of aU
performance-based payments. title shall vest in the ContmclQr for oil property (or the proceeds thereof) no
(i) DeJivered to, and accepted by, the Government under this contract: or
(ii) Incorporated in supplies delivered to, and accepted by. the Government under this contract and to WIDe
title is vested in th,~ Government under this cJause.
(7) The terms of this contract concerning liability for GovernJllent-furllish~d property shaJJ not apply to
property to which the Government acquired title solely under this c1aus~.
(g) Risk of loss. Before delivery to and acceptance by the Government. the Cnlltractor shaH bear the risk of loss f(
property, the title to which vests in the Government under this clause. l::xcept to the extent the Government
expressly assumes the risk. If any property is damaged, lost. stolen. or destroyed. the basis of payment (the
events or performance criteria) to which the property is related shall he dcemcd to be not in compliance with t1
terms of the contract and not payable (if the property is part of or needed fnr perfornlance), and the Contractor
shall refund the related pcrtormttnce-hased payments in accordance with paragraph (d) of this clause.
(h) Records and controls. The Contractor shaH maintain records and controls adequate for administration of this
clause. The Contractor shall have no entitlement to performance-based payments during any time the
Contractor's records or controls are detennined by the Cortracting O:tlicel' to be inadequate for administration (
this clause.
(i) Reports and Government access. The Contractor shall promptly furnish l'eporrs, certificates, financial
statements, and other pertinent infomlation requested by the Contracting Officer for the administration of this
clause and to determine that an event or other criterion prompting a financing payment has been successfully
accomplished. The Contra-;;;tor shall give the Government reasonable oppol1tl11ity to examine and verify the
Contractor's records and to examine and verify the Contractor's pert(WIl1,II1C': of this contract for administration
oftms clause.
G) Special tenns regarding default. If this contract is terminated under the OdflUlt clause, (1) the Contractor shall,
on demand, repay to the Government the amount of unliquidated performance-based payments, and (2) title
shall vest in the Contractor, on full liquidation of all performance-based payments, for all property for which the
Government elects not to require delivery under the Default clause of this contract. The Government shaH be
liable for no payment except as provided by the Default clause.
(k) Reservation of rights.
(1) No payment or vesting of titJe under this clause shall­
(i) Excuse the Contractor [Tom perfomJance of obligations under this contract; or
(ii) Constitute a waiver of any of the rights or remedies of the IX1I1ies Imeler the contract.
(2) The Government's rights and remedies under this cIausc.:­
(i) Shall not be exclusive, bur rather shall be in addition to any ()Ih~r rights and remedies provided by law OT
this contract; and
(ii) ShalJ not be affected by delayed, paliial, or omitted exercise of;lIl~! right. remedy, power, or privilege,
nor shaH such exercise or any single exercise preclude ur impair any further exercise under this clause or
the exercise of any other right, power, or privilege of thc Gov<::nIlIH~llL
(J) Content of Contractor's request for performance~based payment. The Conrrnctor's request for performance­
based payment shall contain the following:
(1) The name and address of the Contractor;
(2) The date of the request for performance-based payment;
(3) The contract number and/or other identifier of the contract or order unuer which the request is made;
(4) Such information and documentation as is required by the contract's descliplion ofthe basis for payment;
and
(5) A certification by a Contractor officiaJ authorized to bind the Contractor. as specified in paragraph (m) of
this clause.
. (m)Content of Contractor's certification. As required in paragraph (1)(5) (I r this clause, the Contractor sha.1l make
'-" the following certification in each request tOt performance-based payment:

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 UJI .. ",1 U;j fUn.1.1: ~l:j t'A..A ~U~ 4~2 2887 TOURISM INDUSTRIES I4J 022

I certify to the best of my knowledge and beliefthat~

(1) This request for pertbt7l1ance-based payment is true and correct: this request (and attachments) has been
'-'" prepared from the books and records of the Contractor, in accordance ,vith the contract and the instructions
of the Contracting Officer;
(2) (Except as reported in writing on ), all payments to suhl:Ontractors and suppliers under this
contract have been paid, or will be paid, currently, when due in th..: \1rdinary course of business;
(3) There are no encumbrances (except as reported in writing 011 ) ilgainst the property acquired or
produced for, and ~tllo(.ated or properly chargeable to, the l'(1I1tr:ll'l .. :iit.'i, wl.)uld affect or impair the
Government's title;
(4) There has been no matl~rially ndverse change in the financial c(1I1ditil11l pfthe CO!itractor since the
submission by the Contractor to the Govemment of the most rect:nt \\Tiuen infonnation dated
; and
------
(5) After the making of this requested perfonl1ance-based payment. th~ Jll10um of all payments for each
deliverable item for which perfonnance-based payments have been requested will not exceed any limitation
in the contract, and the amount of all payments under the contract will not exceed any limitation in the
contract.

33. NON-PAYMENT OF UNAUTHORIZED WORK

No payments will be madc for any unauthorized supplies or services. or for any unauthorized changes to the work
specified herein. This includes any service performed by the Contractor (If its own volition or at the request of an
individual other than a duly appointed Contracting Officer. Only a duly ap!X)inted Contracting Officer is authorized
to change the specifications, terms and conditions in this order.
- "
'-.,.../NOTICE TO THE GOVERNMENT OF DELAYS (DOC)

In the event the Contractor enc.ounters ditliculty in meeting pedornlrmcc requi.rements, or when it anticipates
difficulty in complying with the contract delivery schedule or any dote. nr \\-hene-ver the Contractor has knowledge
that any actual or potential sihiation is delaying or threatens to delay th.: tii'i..:ly /-'It:ftormnnce of this order, the
Contractor shall immediately notify the Contracting Officer, and the Contfllcting Otllcer's Technical
Representative, in writing, giving pertinent details, provided that this datu Shllll be informational only in character
and that this provision shall not be construed as a waiver by the Governl1lellt of <lily delivery schedule or date or of
any rights or remedies provided by law or under this order.

35. PRIVACY ACT

Federal Acquisition Regulation clause 52.224-2 Privacy Act (April 1984) i~ hereby incorporated by reference and
made part oHhis order.

36. ELECTRONIC AND INFORlv1ATION TECHNOLOGY

All electronic and infonnation technology (EIT) procured through this Contract I11W;t meet the applicable
accessibility standards at 36 CPR 1194, unless an agency exception to this requirement exists. (36 CFR 1194
implements Section 508 of the Rehabilitation Act of 1973, as amended_ tlnd is vi~wable at

http://www.access-board.gov/secS08/S08standards.htm - PART 1194).

'>--'" TIle following standards have been determined applicable [0 this contract:

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 TUli.Kl ~Al lNDUSTRIES 141023

_ _ _ 1194.21 Software applications and operating systems

_x_l 194.22 Web-based intranet and internet information and applicalions

_ _ _1194.23 Telecommllnications products

_ _ _1194.24 Video and multimedia products

_ _ _ 1194.25 Self-con1ained, closed products

___ 1194.26 Desktop and portable computers

___1194.31 Flillctional performance criteria

_ _ _1194.4] Information, documentation and support

The standards do not require the installation of specific accessibility-rehlteJ snthvare or the attachment of an
assistive technology device, but merely require that the ElT be compatibk with such sotlware and devices so that
can be made accessible if so required by the agency in the future.

If the Contracting Officer determines any furoished product or service is not in compliance with the contract, the
Contracting Officer wil.l promptly iJJfornl the contractor in writing. The Contrac[or shall, without charge to the
government, repair or replace the non-compliant products or services within [he period of time to be specified by
the Government in writing. If such repair or replacement is not complett::d wi [hin the time specified, the governme
shall have the following recourses:

Cancellation of the contract, delivery or task order, purchase of line item without termination liabilities; or in the
case of custom EIT being developed for the Government, the Gov~mmel1I shall have the right to have any
necessary changes made or rl~pairs perfoffi1ed by itself or by another tirm <.lnd l.h~ t;l)ntractor shall reimburse the
Government for any expenses incurred thereby."

17. SUBCONTRACTING
'---./"
Given the importance of socio-economic goals to the Department of COlllmerc~. where appropriate, consider the
use of small. HUB Zone small, small diwdvantaged, and women-owm:d small business concerns.

38. PERFORMANCE MEASUREMENT

The contractor agrees to put structures in place that provide the government with a financial incentive in the event
that the contractor fails to m<:et pre-established performance goals.

The contractor agrees to implement a system that measures the quality of perthrmance against the following
criteria:
• Customer Satisfaction
• Overall Account Management including Time Efticiency and Cost
• Reporting - the alliance is adhering to requirements in reporting on progress "nd results
• Development deliverabJes
• Implementation deliverables

The following chart denlonstrates metrics that the contractor can be measured against on all five criteria. If the
contractor meets the minimum requirements as agreed in the metrics the cOl1tracror shall receive a performance
payment of up to 5% of the negotiated fee for each task order. The panies shall negotiate the maximum
performance payment. The contractor ag.rees to an award of up to 5% Oflhc tee. The frequency of the award will
be lllutually agreed upon; however, it will not take place less than quarterly. This will be mutually agreed upon
, within 30 days after contract award.
'---

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 TOURISM INDUSTRIES @o

Performance Quality Assurance Monitoring plan

Intc:rnationaJ TnlveJ and Tourism Promotion Camp,lign

Maximum
Performance Method of Acceptable
Required Services Quarterly
Standards Monitoring QUollity Level
Payment Fee
Customer Contractor provides COTR Gnvt. received Amount will
Satisfaction qnatity work. and feedback I1l1ly -' vulid be up to )/5 of
adheres to guidance complailHs per the
and requests provided qunrtcr PerfOffi1ance
by the COTR Payment
..

Overall Account Contractor maintains COTR <lnd (invr. receives Amount will
Management, high level of quality CO no Illor~ than 3 be up to 1/5 of
including Cost and assurance; monitoring: y~lid the
Time responsiveness to de1iverablcs. complaints per Perfonnance
COTR&CO; budget quarter Payment
reliability; estimates/
completeness of tasks; spending,
contacts COTR invoices and
immedia.tely of any reports
issues or problems;
stays within or below
cost esrimates~ meets
agreed upon timelincs;
notifies COTR
immediately of any
budJaet issues
Reports Delivery schedule as COTR& One dduy p~r Amount will
specified in the CO quarter be up to 1/5 of
contract monitoring the
Performance
Payment

Contractor maintains COTR (invt. r~ceives Amount will

Program
Development high level of quality7 monitoring 1111 mOre [han 3 be up to 1/5 of
assurance,accuracy, vulid the
responsiveness & complaints per Performance
timeliness qll,lrtc-l' Payment

Implementation Contractor maintains COTR COTR receives Amount will

high level of quality, monitoring no ll10re than an be up to liS of
assurance. accuracy, agreed upon the
responsiveness & number of valid Performance
timeliness (;omplaints per Payment
the magnitude
of each task
order

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 UJ/.<:I1IU:> lUI:'; 11:~U FAA ~UZ 48Z Z887 TOURIS~f INDUSTRIES
I4J 025

39. MITIGATION OF ORGANIZATIONAL CONFLICT OF INTEREST

, - ' The Contractor submitted, and the Government accepts, the following mitig,nioll plan' required by Section B, Part
16 above) 1352_209-71 ORGANIZATIONAL CONFLICT OF INTEREST (Man:h 2000):

The Visit America AlJian'::e will make every effort to overcome :Jny existing ~nd potential areas of account
conflict of interest when working on the U.S. tourism contract

The Visit America AlIiam::e is made lip of n group of lik~-l11jJ1(kd indef)i:.'Illh.·IH l.:oll1panies who all specialize in
tourism related advertising, promotion and PR, and [herefon:: h,n:e [purism rdated clients in almost all areas of
the industry, including other destinations. Without this experience, we would not have the breadth and depth oj
industry knowledge and nedia contacts that we now have.

However, there are a nUlT-ber of practices as companies we put in place to gllnrantee confidentiality w.hen a
conflict situation arises:

I) Each client has a separate account team/media team working on their specific business. Each group
operates both administratively and financially as separate 'companies' within the organization. No group ha
more than one client who otJers similar products or services. Groups are also physically positioned in
ditlerent parts of the agency. They also repolt to different management supervisors. In some cases, account
are handled out of separate o.ffices so as not to constitute any conflict. At Edelman, for example, Puerto
Rico Tourism is handled in New York and Cancun Tourism is run out or [he firm's Miami office.

2) IT systems are set up to ensure that access to the client's husiness. information and files is restricted to th
account team for that cHent only. There is a securc log-in system.

3) There are different Creative Services teams assigned to the diems <llld if requested, we use different thire
party suppliers too:

4) The teams working on the different business all sign contllknrii.liily l:lllHracrs.

5) Competing destinations that would be considered an untenable conflict can be written into the contract.

40. ADDITIONAL CLAUSE REGARDING RIGHTS

With respect to Section B, P~Lrts 8 through 11 (inclusive) and notwithstanding the foregoing, it is specifi.cally
understood that, in the case where portions of copyrighted films arc excerpted for use in advertisements and other
material produced under this contract, contractorls obligations under these provisions shall be satisfied by the tende
ofa license from the copyright holder adequate fur the purposes of-this contmcl, and that, unless otherwise
necessary, additional releases from individuals featured or otherwise appearing in 'such copyrighted materials, or
owners of musical compositions otherwise included in copyrighted ti Ims used under this contract, shall not be
required. It is similarly unde:rstood mat such licen~es shall be for one year, and for use in one country, but may be
expanded (subject to renegotiation) for additional years and additional countries.

'-...-/.

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 VVI_V/VV J.un ~~.vv r1\A. ~u~ qO~ ~o~,
TUlIJ<l:SM INDUSTRIES
@026
SUPPLEMENTAL INVOICING INFORMATION
If desired. this order (or a copy thereof) may be used by the Contraclor as the Conlractor's invoice. inSlead of a separate invoice. provided Ihe following slaleme'
(signed and d~ted) is (or attached IO) th~ order; ·Payment is requMled in the amount of 5 . No other jnvoice will be submitted.' However. jf the
Contractor wishes to submit an invoice, the rollowing information must be provided: contract /lumber (if anyl, ,,"de r Ilumber , item number(s), description of suppli
..- • t;ervices, s~~s. quantities, unit prices, and extended 101als. Prepaid shipping costs will be indic;ated as a separate item on ths invoice, Where shipping costs
~ed $10 (except for parcel post), the billing must be supported by a bill of lading or receipt, When sever:;!1 orGel'S are invoiced to an ordering activity during Ihl

same billing period. consolidated periodic billings are encouraged.

RECEIVING REPO~RT~ ..,.

Quantity in the "Quantity Accepted" column Oil the f;'lce of this order has been; 0 inspected,
by me and conforms to c;onlract Items listed below hav~ been rejel;i.ed for the reason~ Indicated

l::=J~pled, o received,

SHIPMENT I PARTIAL. DATE RECEIVED SIGNATURE OF AUTHORIZED U.S. GOV'T REP. [DATE
NUMar;R I ~'NAL

TOTAL CONTAINERS GROSS WEIGHT REC£IVEDAT TITLE

REPORT OF REJECTiONS
QUANTITY
ITEM NO. SUPPLIES OR SERVICES UNIT REASON FOR REJECTION
REJECTED

.­

...

L ­
-
OPTIONAL FORM 347 (REV. 6195) BACK
 HJlIKl ~M INDUSTRIES
141027

23.1352.201-70 CONTRACTING OFFICER'S AUTHORITY (March 200llj

'---' The Contracting Officer is the only person authorized to make or appron~ any changes in any of the requirements
this contract and notwithstanding any provisions contained elsewhere in this contract, the said authority remains
solely with the Contracting Oilicer. In the event the Contractor makes ::lIly changes at the direction of any person
other than the Contracting Omcer, the change will be considered to ho\"l,~ heen made without authority and no
adjustment will be made in the contract terms and conditions, including price,

24. 1352.201~71 CONTRACTING OFFICER'S TECHNICAL REPRESENT,ATrVE (COTR) (March 2000)

a. Isabel Hill is hereby designated as the Contracting Officer's Technicnl Rtpresentative (COTR). The COTR rna
be changed at any time by the Government without prior notice to the Contractor by a unilateral modification t
the Contract. The CaTR is located at:

Department of Commerce
Office of Travel and Tourism lndustries (Om)
14t1l and Constitution Avenue N.W. Room 7025
Washington, D.C. 20230
Phone Number: 202-482~5 120

b. The responsibilities and limitations of the COTR are as follows:

1. The COTR is responsible for the technical aspects of the project and serves as technical liaison with the
Contractor. The cant is also responsible for the tinal inspection imd acceptance of all reports and such
.~ other responsibilities as may be specified in the contract.

11. The CarR is not authorized to make any COlllillitments or othef\\"is~ obligate the Government or authorize
any changes which affect the Contract price, terms or conditions. Any Contmctor request for changes shall
be referred to the Contracting Officer directly or through the COTR. No slIch changes shall be made withotl
the expressed prior authorization ofthe Contracting Officer. The COTR may designate assistant COTR(s) tc
act for the COTR by naming such a')sistant(s) in writing and transmitting a copy of such designation througl
the Contracting Officer to the Contractor.

25. DELIVERABLES

The terms and place of delivery for deliverablcs will. be specifled in the indiviuual task orders.

26. MONTHLY STATUS REPORT

The Contractor shall deliver Monthly Status Reports within seven (7) c<:lkndar da~;s after the end of each month.
The Contractor shaH submit the Monthly Status Reports via e-mail to the Contracting Officer and the COTR. The
Contractor shall include, at a minimum. the j()lJowing informaTion:

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