Advertising & Promotion Commission

Fayetteville Advertising and Promotion Commission January 26, 2026 Location: Fayetteville Town Center, 15 W. Mountain Street Commissioners: Elvis Moya, Chair, Tourism & Hospitality Representative Katherine Kinney, Tourism & Hospitality Representative Elliot Hunt, Tourism & Hospitality Representative Chrissy Sanderson, Tourism & Hospitality Representative Sterling Hamilton, Commissioner at-large Bob Stafford, City Council Representative Mike Wiederkehr, City Council Representative Staff: Ryan Hauck, CEO Agenda I. Call to order at 2:00p.m., Chair Elvis Moya II. Administration A. Additions or changes to the agenda may be added upon request from a majority of the commissioners, Chair Elvis Moya B. Review and approval of December meeting minutes, Chair Elvis Moya. C. Vote. Appointment of a commission chairperson. Chair Elvis Moya or CEO Ryan Hauck In accordance with our by-laws, a chairperson must be voted on by the active commissioners at the first meeting of every year. The chair serves a one-year term. III. Reports A. Thank you to City Council Member Sarah Bunch, Chair Elvis Moya B. Welcome Bob Stafford, City Council Member, Chair Elvis Moya and Commissioner Bob Stafford C. Meet the Team, CEO Ryan Hauck • Brannon Pack, VP of Marketing and Communications • Jason Sample, Facilities Coordinator • Jose Romero, Sports Sales Manager D. TheatreSquared Update, Shannon Jones, Executive Director E. Downtown Master Plan Update, Britan Britin Bostick, AICP, Long Range Planning, City of Fayetteville F. CEO Report, Ryan Hauck. An executive overview of the previous month G. Financial Report, Jennifer Walker, VP of Finance IV. New Business A. Additional Tourism & Hospitality commissioner opening, Chair Moya and CEO Hauck • Vacancy will be posted by City Clerk’s office on January 30th with applications due February 20th. • This position must be an owner or manager of a hotel, motel or restaurant B. Discussion and Vote. MOU with NWA Equality. CEO Ryan Hauck C. Discussion and Vote. Commissioner applicants, Commissioner Mike Wiederkehr V. Good of the Order/ Adjournment, Chair Moya and CEO Hauck Fayetteville A&P Commission – Meeting Minutes December 15, 2025 | 2:00 p.m. | Virtual Present: Chair Moya; Commissioners Hamilton, Wiederkehr, Bunch, Sanderson, Hunt, Kinney Staff: Ryan Hauck, CEO I. Call to Order: Chair Moya called the meeting to order at 2:00 p.m. II. Approval of Minutes November 17, 2025 Minutes Motion: Bunch | Second: Sanderson | Approved unanimously via roll call III. Old Business A. Vote – Downtown Fayetteville Coalition (DFC) Agreements Commission discussed the previously approved three-year Memorandum of Understanding and one-year staffing services agreement with DFC. Commissioner Hamilton proposed amending the staffing agreement to two years to provide greater funding certainty. Commissioner Wiederkehr requested clarification on the $159,000 staffing amount, which CEO Hauck confirmed was for one year. Chair Moya expressed support for a two-year staffing agreement. DFC Board President Brian Crowne addressed the commission, noting the benefit of funding certainty as DFC secures foundation support and confirmed city funding is structured as a three-year agreement contingent upon deliverables. Chair Moya amended the motion to authorize the CEO and Chair to sign a three-year MOU and a two-year staffing services agreement, with the option to review and consider a third year after year two. The DFC operations budget will be provided to commissioners following the meeting. Motion: Hamilton | Second: Hunt | Approved unanimously B. Vote – FY2026 Budget Appropriation Document CEO Hauck stated the proposed budget was unchanged from the November presentation. VP of Finance Walker described the budget as conservative, appropriate given single-digit tax revenue growth, and clarified the vote was on the three-page appropriation document. Motion to adopt the FY2026 budget as presented: Wiederkehr | Second: Sanderson | Approved unanimously Commissioner Sanderson requested that November HMR data recently received be emailed to commissioners; staff confirmed it would be shared. IV. New Business A. Tourism Industry Owner/Manager Selection Committee CEO Hauck reviewed the timeline and selection process and requested commissioner participation. Commissioner Wiederkehr volunteered to serve on the selection committee. B. Vote – TheatreSquared Advisory Board Nomination CEO Hauck shared that an advisory board seat was open following Sarah King’s departure. He recommended nominating Miletus Barille-Callahan, citing his commitment to the arts and prior TheatreSquared experience. This is a non-voting seat. Motion: Hamilton | Second: Bunch | Approved unanimously Mr. Barille-Callahan will interview with TheatreSquared prior to final board approval. C. Vote – Zartico Three-Year Contract CEO Hauck presented a proposed three-year contract with Zartico for mobile tracking and media attribution software, noting the service is included in the FY2026 budget and would replace Arrivalist. Zartico provides more detailed visitor and spend data, particularly valuable for restaurant-related HMR revenue, and data could be shared with partners. Discussion included budget timing due to remaining Arrivalist contractual obligations, the possibility of early termination or reimbursement, and whether to delay Zartico’s start date. CEO Hauck will be talking with Arrivalist’ s CEO to see we can terminate the existing contract early. When asked by Commissioner Hamilton, he explained the benefit of beginning Zartico on January 1 to more quickly inform marketing investment decisions. VP Walker noted Visit Bentonville currently uses Zartico. Motion to authorize the CEO to proceed with a three-year Zartico agreement: Hamilton | Second: Wiederkehr | Approved unanimously V. Good of the Order / Adjournment CEO Hauck reported a successful Cyclo-Cross Nationals event despite cold weather and shared that a Vice President of Marketing and Communications selection is expected soon. Meeting adjourned at 2:45 p.m. Minutes submitted by Amy Stockton, Experience Fayetteville CEO Update – December 2025 Personnel The beginning of the year brings title changes: • Title Changes: o Monica Jannati, formerly Director of Events (Town Center), now Director of Operations o Miletus Barile-Callahan, formerly Facilities Supervisor, now Director of Facilities o Jose Romero, formerly Sales Coordinator II, now Sports Sales Manager o Julie Pennington, formerly Vice President of Destination Services, now Vice President of Destination Services & Group Tours • Staffing Updates: o Brannon Pack, formerly Director of Cycling Initiatives (2019–2023), rehired as Vice President of Marketing & Communications o Jennifer Walker, Vice President of Finance, departing; Gretchen Hunt, formerly Finance Team member, appointed Director of Finance o Jerel Stewart, Event Coordinator (Town Center), departed; position will be posted soon Marketing • Ryan and Steve Doocy with Fox and Friends were welcomed by Razorback Spirit team, strolled the square and visited with merchants in this live segment Fox and Friends visits Lights of the Ozarks, December 11 • Several regional tv spots and international live streams for Cyclocross National Championships: • 40/29 interview with Tyler Wilson • Good Day NWA with Ryan Hauck • Promo for FloBike’s LiveStream • We’ve completed the offboarding of Outright (Agency of Record) and AM Group (organic META posting) and completed the onboarding of Verb (Agency of Record), AM Group (Public Relations) and Anna Claire Day (contracting for organic META posting, launching of TikTok, and relaunch of Pinterest) • Developing FY25 Year in Review and FY26 Marketing and Sales Plan • VP of Marketing and Communications search process: o More than 80 applicants, 2 rounds of interviews, and involvement from VP of Sales and marketing staff. Visitor Center • Visitors: 941 • Sales: $4,041.60 gross | $2,969.38 net • International Visitors: Ireland, India, Mexico, Germany • Ale Trail Passport Completions: 15 (new passport) Special Events • Lights of the Ozarks Parade, Holiday Haul Brunch Crawl, Festivus • Winter Farmers Market (first three Saturdays) Destination Services • Participated in Skal (professional tourism organization) end-of-year events • Delivered holiday outreach baskets to hotels and stakeholders • January American Bus Association appointments confirmed for Julie and Ryan (Reno) Sales & Tourism Development • Attended Travel South International (40+ international buyer appointments; hosted FAM tour) • Prospective Meetings: Orchid Society of the Ozarks (2026), Synapse Communication Consulting, UA SECSAO • Prospective Sports: Club America Soccer (2026), MISF Soccer (2026), AUSL Women’s Pro Softball (2026) • LinkedIn gained 119 new followers with strong engagement despite reduced holiday posting Definite Business (December) • NICA Central States Championships: o 1,200+ participants | 4,000 room nights | $2.2M estimated impact • Fayetteville Half Marathon: o 1,400 participants | $240K estimated impact Fayetteville Town Center • Events Held: 18 | Attendance: 1,554 • Bookings: 20 completed; 11 confirmed for January • Revenue (December): $14,900.59 • YTD Revenue: $831,422.71 • 2026 Bookings Secured: 95 FTC Priorities • Staff training, safety updates, inventory, and guest experience surveys • Rebooking historic clients and advancing mid-2026 bookings Upcoming Events Frost Fest – February 7th Mardi Gras Parade – February 14th February A&P Commissioners Meeting – February 16th, Presidents’ Day Arkansas Governor’s Conference on Tourism in Little Rock, February 22-24  2025 Monthly A&P Tax Collections** $405,262 5.93% December Collections $369,258 5.58% (November Activity) $387,971 $401,088 -3.15% -3.27% $50,330 + $378,786 $416,573$448,150 -4.31% 0.44% Lodging Restaurant $410,352 $465,579 -6.09% 1.87% $35,673 Prior Dues Collected $444,020 $487,346 0.89% 4.56% $419,784$449,440 2.09% 7.06% $464,789 $394,928 $389,269 1.89% -1.43% Total HMR Collected $478,192 $453,844 11.86% 5.36% $457,955 $476,619 3.24% -3.92% Previous YTD (Jan-Nov) HMR A&P Tax Collection Totals 2021 2022 2023 2024 2025 $521,499 24.04% $546,090 -4.50% $3,998,903 $4,659,525 $4,994,999 $5,267,698 $5,324,711 $464,789 $473,720 9.79% -1.89% 32.90% 16.52% 7.20% 5.46% 1.08% % change from Change over previous year 2024 **This represents half of total HMR tax collections. The other half goes to Fayetteville Department of Parks, Natural Resources, and Cultural Affairs  Memo To: Ryan Hauck, CEO, Experience Fayetteville Fayetteville Advertising & Promotion Commissioners From: Jennifer Walker, VP Finance, Experience Fayetteville Date: January 20, 2026 Re: Financial Statements – December 2025 This packet contains Experience Fayetteville Financial Statements for the month ended December 31, 2025. The following reports are included in the packet:  Summary P&L Financials for month ended December 31, 2025  Balance Sheet for month ended December 31, 2025 Target Budget December – 100% Total Revenue YTD: $6,588,804 or 105% ($316k above budget) Tax Receipts - $5,324,711 or 102% Town Center - $861,859 or 122% Other - $402,234 Total Operating Expenditure YTD: $5,843,505 or 93%; this is 7% under budget. EF Main - $4,713,476 Town Center - $1,130,029 HMR tax – YTD December Collections (November activity) are 4% above the seasonally adjusted budget. Operating Net Income is $745,299 year to date. Modified Accrual Fayetteville A and P Commission Unaudited Statement of Budget, Revenue and Expense Year-to-Date @ December 31, 2025 CONSOLIDATED Year-to-Date Over/(Under) Actual Budget % of Budget Budget Revenue Hotel, Motel, Restaurant Taxes Revenue 5,324,711 5,231,140 93,571 101.8% Rental Revenue 815,958 650,500 165,458 125.4% Event Revenue 91,803 53,700 38,103 171.0% Visitor Center Store Revenue 26,656 30,000 (3,344) 88.9% Parking Revenue 39,545 48,000 (8,455) 82.4% Advertising Revenue 2,275 3,500 (1,225) 65.0% Grant/Other Revenue 219,548 206,000 13,548 106.6% Interest and Investment Revenue 68,307 50,100 18,207 136.3% Total Revenue 6,588,804 6,272,940 315,864 105.0% Expenses Operating Expenses Rental Expenses 110,960 126,000 (15,040) 88.1% Event Expenses 98,726 146,175 (47,449) 67.5% Visitor Center & Museum Store 20,782 27,750 (6,968) 74.9% Personnel 2,099,543 2,228,707 (129,164) 94.2% Sales & Marketing 1,472,918 1,481,925 (9,007) 99.4% Office and Administrative 776,325 913,133 (136,808) 85.0% Bond Payments 697,800 702,000 (4,200) 99.4% Contribution to Capital Reserves 100,000 100,000 - 0.0% Other Tourism Support - Community, Art Court, DFC 266,451 347,250 (80,799) 76.7% TheatreSquared Contribution 200,000 200,000 - 100.0% Total Operating Expenses 5,843,505 6,272,940 (429,435) 93.2% Net Operating Income/(Loss) 745,299 - 745,299 0.0% Other Income Unrealized Gain/(Loss) on Investments 6,697 0.0% Other Expenses FFE & Improvements 780,283 1,081,500 (301,217) 72.1% Depreciation Expense 265,104 0.0% Cost of Goods Sold - 0.0% Net Income/(Loss) (without CX Grants) (293,392) (1,081,500) 781,412 27.1% Modified Accrual Fayetteville A and P Commission Unaudited Statement of Budget, Revenue and Expense Year-to-Date @ December 31, 2025 Experience Fayetteville Year-to-Date Over/(Under) Actual Budget % of Budget Budget Revenue Hotel, Motel, Restaurant Taxes Revenue 5,324,711 5,231,140 93,571 101.8% Rental and Event Revenue 85,575 45,000 40,575 190.2% Visitor Center Store Revenue 26,656 30,000 (3,344) 88.9% Advertising Revenue 2,275 3,500 (1,225) 65.0% Grant & Other Revenue 219,548 206,000 13,548 106.6% Interest and Investment Revenue 68,179 50,000 18,179 136.4% Total Revenue 5,726,944 5,565,640 161,304 102.9% Expenses Operating Expenses Event Expenses 87,459 121,175 (33,716) 72.2% Visitor Center & Museum Store 20,782 27,750 (6,968) 74.9% Personnel 1,365,952 1,419,605 (53,653) 96.2% Sales & Marketing 1,464,760 1,460,305 4,455 100.3% Office and Administrative 510,273 541,593 (31,320) 94.2% Bond Payments 697,800 702,000 (4,200) 99.4% Contribution to Capital Reserve 100,000 100,000 - 0.0% Other Tourism Support - Community, Art Court, DFC 266,451 347,250 (80,799) 76.7% TheatreSquared Contribution 200,000 200,000 - 0.0% Total Operating Expenses 4,713,476 4,919,678 (206,202) 95.8% Net Income/(Loss) Before Other Revenue and Expenses 1,013,469 645,962 367,507 156.9% Other Income Unrealized Gain/(Loss) on Investments 6,697 - 6,697 0.0% Other Expenses FFE & Improvements 367,745 460,000 (92,255) 79.9% Depreciation Expense 89,446 Cost of Goods Sold - Net Income/(Loss) 562,975 185,962 370,316 302.7% Modified Accrual Fayetteville A and P Commission Unaudited Statement of Budget, Revenue and Expense Year-to-Date @ December 31, 2025 Town Center Year-to-Date Over/(Under) Actual Budget % of Budget Budget Revenue Rental Revenue 815,958 650,500 165,458 125.4% Event Revenue 6,228 8,700 (2,472) 71.6% Parking Revenue 39,545 48,000 (8,455) 82.4% Interest and Investment Revenue 128 100 28 128.0% Total Revenue 861,859 707,300 154,559 121.9% Expenses Operating Expenses Rental Expenses 110,960 126,000 (15,040) 88.1% Event Expenses 11,268 25,000 (13,732) 45.1% Personnel 733,591 809,102 (75,511) 90.7% Sales & Marketing 8,159 21,620 (13,461) 37.7% Office and Administrative 266,052 371,540 (105,488) 71.6% Total Operating Expenses 1,130,029 1,353,262 (223,233) 83.5% Net Income/(Loss) Before Other Revenue and Expenses (268,170) (645,962) 377,792 41.5% Other Expenses FFE & Improvements 412,538 621,500 (208,963) 33.6% Depreciation Expense 175,659 0.0% Net Income/(Loss) (856,366) (1,267,462) 411,096 67.6%  Fayetteville A&P Commission Balance Sheet - UNAUDITED As of December 31, 2025 ASSETS Current Assets Cash 3,506,839 Investments 1,310,537 Accounts Receivable 644,903 Prepaid Expenses 98,066 Deposits 40,838 Inventory Asset 21,449 Total Current Assets 5,622,633 Other Assets Capital Assets Furniture & Fixtures 300,660 Equipment 761,581 EF/CVB Building 940,410 EF/CVB Land 198,621 Building Additions 1,844,537 Walker-Stone House 1,179,152 Vehicles 122,860 Construction in Progress 456,456 Accumulated Depreciation (2,010,504) Total Other Assets 3,793,773 TOTAL ASSETS 9,416,406 LIABILITIES AND EQUITY Current Liabilities Accounts Payable 35,742 Unearned Revenue 231,478 Total Liabilities 267,220 Long Term Liabilities Notes Payable - City of Fayetteville Solar 366,466.50 Total Liabilities 366,466.50 Equity Unreserved Fund Balance 8,091,663 Operating Reserve 1,000,000 Capital Reserve - Temporarily Restricted Funds 45,558 Net Revenue Gain/(Loss) on Investments 6,697 Net Revenue (361,198) (354,501) Total Equity 8,782,720 TOTAL LIABILITIES AND EQUITY 9,416,406 Memo To: Fayetteville Advertising & Promotion Commissioners From: Ryan Hauck, CEO Date: January 26, 2026 Re: Northwest Arkansas Equality Inc. Three Year Agreement Background: Experience Fayetteville has evaluated this partnership to ensure it aligns with our strategic priorities, operational needs, and long-term goals for tourism development and community impact. This agreement is intended to provide consistency, stability, and measurable value to Experience Fayetteville and its stakeholders over a multi-year period. A longer-term agreement allows for improved planning, reduced administrative burden associated with annual renewals, and a stronger working relationship with the partner organization. The proposed structure supports sustained outcomes while maintaining predictable annual costs within existing and future budget planning cycles. Recommendation: Approve execution of a five-year agreement with an annual investment of $30,000 per year, for a total commitment of $150,000 over the term of the agreement. This structure provides cost certainty, aligns with long-term strategic planning of the Destination Master Plan, and ensures continuity of services and impact. Motion to Pass: Move that Ryan Hauck, CEO of Experience Fayetteville, be authorized to sign the presented five-year agreement on behalf of the Fayetteville Advertising & Promotion Commission, at an annual cost of $30,000, consistent with the terms presented.  Memorandum of Understanding This Memorandum of Understanding (“MOU”) is made and entered into as of January 28, 2026, by and between the Fayetteville Advertising & Promotion Commission, d/b/a Experience Fayetteville (“EF” or the “Commission”) and Northwest Arkansas Equality, Inc. (“NWA Equality,” and together with EF, the “Parties”). 1. Purpose; Background The purpose of this MOU is to set forth the Parties’ collaboration to support the annual Northwest Arkansas Pride parade and festival and related programming, education, advocacy, and events produced by NWA Equality that drive visitation, enhance destination exposure, and promote the City of Fayetteville as an inclusive tourism destination. In consideration of EF’s multi-year partnership funding described herein, NWA Equality will provide EF the Diamond Level Sponsorship bene�its identi�ied below, together with branding, publicity, recognition, and access commensurate with such level. 2. Term; Funding; Appropriation 2.1 Term. The term of this MOU will be �ive (5) years, beginning with Fiscal Year 2026 and continuing through Fiscal Year 2030 (the “Term”), unless earlier terminated pursuant to this MOU. 2.2 Funding. Subject to annual appropriation and annual approval by the Commission, EF will provide funding to NWA Equality in the amount of Thirty Thousand Dollars ($30,000) per �iscal year during the Term. 2.3 Payment; Invoicing. Unless otherwise agreed in writing, funding will be disbursed in annual installments within thirty (30) days after EF’s receipt of an invoice from NWA Equality for the related �iscal year and con�irmation of the applicable sponsorship bene�its and recognition plan for that year. 2.4 Appropriation Contingency. EF’s obligations under this MOU are contingent upon funds being appropriated, budgeted, and otherwise made available to EF for such purposes. If suf�icient funds are not appropriated or are otherwise unavailable in any �iscal year, EF may terminate this MOU upon written notice without further liability, except for payment of properly documented amounts due and owing for the then-current �iscal year through the effective date of termination, to the extent of funds duly appropriated and available. 3. Sponsorship Bene�its; Deliverables 3.1 Diamond Level Sponsorship. In exchange for EF’s funding and partnership, NWA Equality will provide EF the following Diamond Level Sponsorship bene�its each year during the Term, in connection with the Northwest Arkansas Pride parade and festival and associated events, subject to reasonable event logistics and mutually agreed activation plans: – Select NWA Pride Event Sponsor Rights. 1 – NWA Pride Festival Premium Stage Viewing Area. – Hi Tea. – NWA Pride Parade Entry, Key Location. – NWA Pride Festival Sponsorship. – One (1) 10’x20’ vendor booth space in a key location with tent, four (4) chairs, and two (2) tables on Friday and Saturday, or other mutually negotiable arrangement. – Large logo placement on marketing and event signage materials. – Recognition in publicity efforts and on social media platforms. – Select event passes as designated by NWA Equality for Diamond Sponsors. – Eight (8) premium festival stage viewing passes for Friday and Saturday. – Four (4) Glitterville premium passes with meet & greet. – Eight (8) Hi Tea passes. – Broadcast booth sponsorship rights for the parade. 3.2 EF Branding; Recognition. NWA Equality will recognize EF as a Diamond Level Sponsor in a manner consistent with Diamond tier sponsors generally, including verbal acknowledgments, logo placement, website and social media recognition, and other customary sponsor acknowledgments. Placement, size, and format will be reasonably prominent and commensurate with the Diamond level. 3.3 Substitutions; Logistics. If any listed bene�it becomes impracticable due to venue, safety, permitting, production, or similar constraints, the Parties will confer in good faith to identify a substantially equivalent bene�it or activation of comparable value and exposure. NWA Equality will use reasonable efforts to place the parade entry and booth in key locations consistent with Diamond tier status, subject to public safety and operational constraints. 3.4 Marketing Integration. EF and NWA Equality will coordinate in good faith to align sponsorship recognition with EF’s destination marketing efforts, including coordinated social media posts, inclusion in earned media opportunities where feasible, and collateral consistent with EF branding guidelines. 4. Roles; Approvals; Brand Usage 4.1 NWA Equality Responsibilities. NWA Equality will plan, organize, permit, and produce the Northwest Arkansas Pride parade, festival, and related events covered by this MOU; secure all necessary permits and permissions; coordinate with the City and public safety; and administer sponsor bene�its and activations. 4.2 EF Responsibilities. EF will provide funding as set forth herein, collaborate on sponsor recognition and activations, and provide EF brand guidelines and approvals reasonably necessary to implement the sponsorship bene�its. 4.3 Approvals; Marks. Each Party retains approval over use of its name, logo, and trademarks. NWA Equality will adhere to EF brand guidelines for logo placement and recognition. EF approvals may be provided by email and will not be unreasonably withheld, conditioned, or delayed. 2 5. Reporting; Measurement 5.1 Pre-Event Plan. At least sixty (60) days prior to the primary Pride weekend each year, NWA Equality will provide EF a written plan outlining scheduled events, proposed EF sponsor recognition, activation placements, and any anticipated substitutions under Section 3.3. 5.2 Post-Event Summary. Within sixty (60) days after the primary Pride weekend each year, NWA Equality will provide a brief post-event summary covering attendance estimates, sponsor activations delivered, notable media or earned coverage, and any material issues affecting sponsor bene�its. 6. Compliance; Insurance; Risk Management 6.1 Legal Compliance. Each Party will comply with applicable federal, state, and local laws, regulations, and ordinances in connection with activities under this MOU, including accessibility, safety, and nondiscrimination obligations. 6.2 Insurance. NWA Equality will maintain commercially reasonable insurance for its event activities, including commercial general liability with limits customary for events of this size and scope, and workers’ compensation to the extent required by law. Certi�icates of insurance will be provided to EF upon request. NWA Equality’s coverage will be primary and non-contributory to any insurance maintained by EF. 6.3 Indemni�ication. To the fullest extent permitted by Arkansas law, NWA Equality will defend, indemnify, and hold harmless EF, the City of Fayetteville, and their respective commissioners, of�icers, employees, and agents from and against third-party claims, demands, suits, damages, liabilities, judgments, �ines, penalties, losses, costs, and expenses (including reasonable attorneys’ fees) to the extent arising out of or related to NWA Equality’s planning, promotion, production, or operation of the events and activities contemplated by this MOU, except to the extent caused by the gross negligence or willful misconduct of EF. 6.4 Immunities; EF Responsibility. Nothing in this MOU waives, limits, or modi�ies EF’s sovereign or governmental immunities, including under Ark. Const. art. 5, § 20 and Ark. Code Ann. § 21-9-301. EF will be responsible for its own gross negligence or willful misconduct to the extent permitted by Arkansas law and available appropriations. EF does not indemnify or agree to defend NWA Equality. 6.5 Claim Procedures. The indemnitee will promptly notify the indemnifying Party of any claim; failure to provide prompt notice will reduce the indemnity only to the extent of actual prejudice. The indemnifying Party may control the defense with counsel reasonably acceptable to the indemnitee. No settlement that imposes non-monetary obligations on, or admits fault of, the indemnitee may be entered without the indemnitee’s written consent, not unreasonably withheld. 6.6 Force Majeure. Neither Party will be liable for delay or failure to perform due to causes beyond its reasonable control, including severe weather, acts of God, public safety orders, governmental actions, labor disputes, or similar events; provided that the affected Party uses reasonable efforts to mitigate and promptly noti�ies the other Party. The Parties will confer in good faith to adjust bene�its, dates, or deliverables as reasonably practicable. 3 7. Records; Public Information 7.1 Records. NWA Equality will maintain �inancial and event records related to EF-funded sponsorship and deliverables for at least �ive (5) years and make such records reasonably available for EF’s review upon reasonable notice. 7.2 Freedom of Information Act. EF is subject to the Arkansas Freedom of Information Act and will respond to public records requests in accordance with law. To the extent permitted, EF will endeavor to provide NWA Equality notice of requests that appear to implicate NWA Equality’s proprietary information. NWA Equality agrees, however, that to the extent any records implicating NWA Equality’s proprietary information are subject to production under the Arkansas Freedom of Information Act, EF is under an obligation to produce them. 8. Termination; Remedies 8.1 Termination for Convenience. EF may terminate this MOU for convenience upon thirty (30) days’ written notice. If terminated for convenience after EF has paid the annual installment, the Parties will negotiate in good faith an equitable adjustment based on bene�its actually delivered or irrevocably committed as of the termination effective date. 8.2 Termination for Cause. Either Party may terminate for material breach not cured within thirty (30) days after written notice describing the breach in reasonable detail. 8.3 Effect of Termination. Upon termination, NWA Equality will cease incurring costs chargeable to EF and provide a �inal accounting of sponsorship bene�its delivered and costs incurred. EF will pay approved, properly documented amounts for bene�its actually delivered or irrevocably committed as of the termination effective date, subject to appropriation and available funds. 9. Miscellaneous 9.1 Independent Contractor. NWA Equality is an independent contractor. Nothing herein creates a joint venture, partnership, or agency. 9.2 Assignment; Subcontracting. NWA Equality may not assign this MOU or subcontract material obligations without EF’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed. Any permitted assignment or subcontract does not relieve NWA Equality of responsibility. 9.3 Amendments; No Oral Modi�ications. This MOU may be amended only by a writing executed by authorized representatives of both Parties. No oral statements modify this MOU. 9.4 Governing Law; Venue; Jury Trial. This MOU is governed by Arkansas law. The exclusive venue for any action arising from or related to this MOU is the state courts of Washington County, Arkansas. Each Party waives trial by jury to the extent permitted by law. 9.5 Notices. Notices must be in writing and delivered by personal delivery, certi�ied mail (return receipt requested), or nationally recognized overnight courier and are effective upon receipt. 9.6 No Debt; Non-Appropriation; Usury. Nothing herein creates a debt of EF in violation of Ark. Const. art. 12, § 4 or art. 16, § 1. EF’s obligations are subject to annual appropriation. Any obligation 4 to pay interest is limited by Arkansas usury law; any amount in excess is reduced to the maximum lawful rate. 9.7 Ethics; Gifts; Con�licts. NWA Equality will comply with applicable Arkansas ethics, gifts, and illegal exaction laws and represents that no gratuities or kickbacks were offered or provided to secure this MOU. NWA Equality will disclose any actual or potential con�licts of interest and adopt reasonable mitigation measures acceptable to EF. 9.8 Nondiscrimination. Each Party will comply with applicable nondiscrimination laws. NWA Equality’s programs and activities supported hereunder will be operated without unlawful discrimination, consistent with applicable law. 9.9 Severability; Waiver. If any provision of this MOU is held invalid, the remaining provisions remain in full force and effect. No waiver is effective unless in writing and signed by the waiving Party. No waiver of a breach constitutes a waiver of any other or subsequent breach. 9.10 Counterparts; Electronic Signatures. This MOU may be executed in counterparts, including via electronic signatures and electronic transmission, each of which will be deemed an original and all of which together constitute one instrument. 9.11 No Arbitration; Immunities Preserved. Binding arbitration is not authorized. Nothing herein waives EF’s sovereign or governmental immunities or the City of Fayetteville’s tort immunity. 10. Entire Agreement This MOU constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, proposals, or understandings, whether written or oral, concerning the same subject matter. [SIGNATURE PAGE FOLLOWS BELOW] 5  IN WITNESS WHEREOF, the Parties have executed this MOU by their duly authorized representatives as of the Effective Date. FAYETTEVILLE ADVERTISING & PROMOTION COMMISSION d/b/a EXPERIENCE FAYETTEVILLE: By: Name: Title: Date: NORTHWEST ARKANSAS EQUALITY, INC. By: Name: Title: Date: 6