Exhibit A

Memorandum of Understanding

Memorandum Of Understanding (MOU) made this day of *^ , 2012between the Williamsburg Area Destination Marketing Committee (hereafter referred to asWADMC) and the Greater Williamsburg Area Chamber and Tourism Alliance (hereafter referredto as GWCTA).

Whereas, WADMC was established by legislation of the General Assembly of Virginia toadvertise the Historic Triangle area as an overnight tourism destination; and

Whereas, WADMC seeks to revise the method by which it meets its mission by contracting withan outside agency to develop its marketing plans rather than depend on volunteers thatcurrently serve on the Marketing Research Task Force (hereafter referred to as the MRTF); and

Whereas, GWCTA is the Commonwealth of Virginia's certified Destination MarketingOrganization (hereafter referred to as the DM0) that is actively marketing the Historic Trianglearea as an overnight tourism destination; and

Whereas, GWCTA has served as WADMC's fiscal agent and as a member of WADMC and hasprovided volunteer services in that capacity.

NOW, THEREFORE, the parties hereby mutually agree to as follows:

1. WADMC will contract with the GWCTA to assume responsibility for development andimplementation of marketing plans for WADMC. This contractual relationship replaces theMRTF volunteer group and relieves MRTF of its current responsibilities following MRTF'scompletion and implementation of the 2013 Marketing Plan.

2. WADMC will retain approval authority of all WADMC marketing plans consistent withWADMC's purposes as stated in the legislation creating WADMC.

3. WADMC will retain approval authority to fund the annual WADMC marketing plan.WADMC's approval of the annual marketing plan empowers the GWTCA to makecommitments consistent with the plan.

4. GWCTA expenditures in support of the annual WADMC marketing plan will be authorized bythe GWCTA President and Senior Vice President-Tourism by creating a purchase order if theexpenditure is authorized by the WADMC annual marketing plan and is within 10 percent ofthe approved annual budget. If the purchase order does not fall within these guidelines,the WADMC Chairman and Treasurer must approve the purchase order. All checks inpayment of WADMC annual marketing plan expenditures will be signed by two WADMCboard members with fiscal authority - typically the WADMC Chairman and Treasurer.

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5. As the DMO for the Historic Triangle, the GWCTA will work to focus area destinationmarketing in ways that will lead to coherent branding and marketing plan execution.

6. The GWCTA will establish a Tourism Subcommittee of its Executive Committee that willinclude the tourism members serving on the GWCTA's Executive Committee. The TourismSubcommittee will review proposed WADMC marketing plans. Once the TourismSubcommittee is in concurrence, the Subcommittee will then forward the WADMC plan toWADMC for approval.

7. The GWCTA will add a staff position to be funded by WADMC and/or partners. This positionwill oversee development and implementation of the WADMC annual marketing plan. Theperson who fills this position will be designated as Director, WADMC Marketing. Thisindividual will report directly to the GWCTA's Senior Vice President - Tourism.

8. The GWCTA will establish four 10-person advisory groups to assist in the development andimplementation of the annual WADMC marketing plan, adding or removing groups asappropriate over time. The groups will be:

a. Advertisingb. Internet/Social Mediac. Call Center/Booking engine; andd. Public Relations

Members of the current MRTF will be encouraged to participate in these groups. Othermembers of the tourism community are eligible to serve on these groups. The advisorygroups will be limited to 10 participants each. An individual may serve on only one group ata time. Participation will be determined through an application process overseen by thechair of each group, the GWCTA's Senior Vice President -Tourism and the Director,WADMC Marketing. Selection would be based on experience and ability to providebeneficial guidance in the specific marketing area that each group undertakes. Advisorygroup membership would be for a one-year period, but would be renewable. Vacancieswould be filled either from the previous pool of applicants or a new solicitation ofapplicants at the discretion of the Chair, the GWCTA's Senior Vice President - Tourism andthe Director, WADMC Marketing.

9. The GWCTA will establish a WADMC Marketing Committee, which will advise the Senior VP-Tourism, Director-WADMC Marketing and GWCTA's Tourism Subcommittee and will consistof:

a. Chairs of each of the four advisory groups;b. The Director, WADMC Marketing; andc. The GWCTA's Senior Vice President - Tourism.

The purpose of the WADMC Marketing Committee is tod. Ensure collaboration of the various groups in developing a coherent brand

strategy and integrated marketing plan.e. Review the coherence of the individual group efforts;f. Recommend strategy for the overall marketing plan; andg. Review and recommend the annual WADMC marketing plan to the Tourism

Subcommittee.

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10. WADMC and GWCTA will agree to a minimum of four marketing/campaign updates peryear. Two of these meetings will be preparation and planning for the upcoming fiscal year.The first meeting is an initial marketing strategy presentation on or about September thatsets initial objectives and strategies and estimates funding levels for the upcoming fiscalyear. At the second meeting, conducted no later than November, the GWCTA will present afull destination marketing plan and budget for the upcoming fiscal year.

11. As part of WADMC's annual audit, GWCTA expenditures on behalf of WADMC will beaudited to ensure that all financials are properly authorized and executed consistent withstatutory and contractual requirements.

12. It is expected that issues will arise during implementation of this Memorandum ofUnderstanding. Any such issues will be resolved between GWCTA and WADMC .

This Memorandum of Understanding is effective ag?w~|- 8y ?J'3 and will renewautomatically on an annual basis. This Understanding may be terminated at any time by eitherparty without cause with ninety (90) days prior written notice.

Carl Lum DateChairman of WADMC

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Richard A. Schreiber DatePresident & CEOGreater Williamsburg Area Chamber and Tourism Alliance

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Exhibit B

WADMC Marketing

Transition Agreement

1. MRTF will remain active through development and execution of the 2013 plan following currentWADMC guidelines for operations.

2. The Alliance will immediately begin web site combination with a goal of March 1, 2013 forcompletion. That date is a goal, but not a firm commitment, since we have received a timingestimate from one outside firm, but may choose to use another from which no time estimate isavailable. GWCTA will seek appropriate input from its appropriate advisory group, but the finaldecision is its responsibility.

3. The Alliance will move forward with the development of charters for the four advisory groupsand will invite the current MRTF sub-committee chairs to take the lead position on those groups.We anticipate that an application process can be completed and participants selected so thatthese groups can be functioning late spring 2013, which will allow them to evaluate the impactof the 2013 plan as they begin considerations of the 2014 plan.

4. The Alliance will develop the charter for the Marketing Committee that will bring together allfour advisory groups through involvement of their chairs on this committee, along with theSenior VP-Tourism and Director of WADMC Marketing. This committee should be functioning atthe same time as the advisory groups.

5. The Alliance will develop a job description for the Director-WADMC Marketing and will hire thatindividual by the end of 2012, in order that the person selected be able to be totally familiarwith the 2013 plan and able to evaluate its impact with the advisory groups.

6. The Alliance believes consumer research to better understand habits and perceptions of visitorsand non-visitors is vital to the development of future strategy for WADMC marketing. Toaccomplish this, the WADMC budget for 2013 will need to commit $75,000 (estimate) to thisproject. Assuming that commitment, the Alliance will move forward with a research design thatcan provide information for use in development of the 2014 plan. ($50,000 was spent in 2008on a comparable study using an internet panel approach with fewer than 1,000 respondents. Alarger survey or a different format might result in a more expensive project.