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HomeMy WebLinkAbout2024-01-22 - Agendas - FinalFayetteville Advertising and Promotion Commission January 22, 2024 Location: Fayetteville Town Center, 15 W. Mountain Street Commissioners: Staff: Todd Martin, Chair, Tourism & Hospitality Representative Katherine Kinney, Tourism & Hospitality Representative Chrissy Sanderson, Tourism & Hospitality Representative Elvis Moya, Tourism & Hospitality Representative Andrew Prysby, Commissioner at-large Sarah Bunch, City Council Representative Mike Wiederkehr, City Council Representative Molly Rawn, CEO I. Call to order at 2:00 p.m. II. Old Business Agenda A. Review and approval of November minutes. III. New Business A. Vote. Appointment of a commission chairperson. 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. B. CEO Report. Molly Rawn. An executive overview of the previous month C. Financial Report. Jennifer Walker, Vice President of Finance D. Introduction of Outright Agency. Sarah King, VP of Marketing and Communications E. Vote. Contract with IMG College, LLC. F. Vote. BOK Financial Retirement Savings Plan. Vote to authorize CEO to sign necessary documents to start and maintain plans. Memo attached. G. Additions to the agenda may be added upon request from a majority of the commissioners. IV. Adjourn V. Optional: Outright Agency Reception Fayetteville Advertising and Promotion Commission Minutes November 27, 2023 Fayetteville Town Center Commissioners Present: Commissioners Absent: Staff: Todd Martin, Chair Tourism & Hospitality Representative Andrew Prysby, Commissioner at-large Mike Wiederkehr, City Council Representative Chrissy Sanderson, Tourism & Hospitality Representative Katherine Kinney, Tourism & Hospitality Representative Sarah Bunch, City Council Representative Elvis Moya, Tourism & Hospitality Representative n/a Molly Rawn, CEO; Jennifer Walker, VP of Finance I. Chair Martin called the meeting to order at 2:00 pm and declared a quorum. II. Old Business A. Chair Martin presented the October minutes and hearing no additions or corrections, he stated that the minutes stood approved as presented. III. New Business A. CEO Report. Rawn began with personnel updates which included Julie Pennington being promoted to Director of Destination Services and reporting that interviews were underway for all three open positions: Tourism Sales Manager at EF and Event Services Coordinator Level 1 and Facilities Technician at the town center. She then shared that we’ve held our first meeting with Coraggio Group to begin Master Tourism Planning. VP of Sales Tina Archer Cope has attended several conferences and tradeshows in October including a TEAMS tradeshow where she, alongside other state DMO’s and Arkansas Tourism, took over 70 appointments. Rawn then shared several events we’ve helped host and their Economic Impact (EI) including Arkansas Optometric Association with an EI of over $200,000, the Arkansas Country Blues and Stringband Festival with an EI of $15,000 and the NWA Urban Land Institute Place Summit with an EI of $50,000. She noted that the route development team for the Fayetteville Bikepacking Roots Project was in town doing exploration work and that the US Pro Cup Mountain Bike event will be returning to Fayetteville March 7th, 2024. In lieu of a marketing report, we’ve rolled up several of the updates into the CEO report including an AY Magazine 4 page travel feature in this month’s issue, adding several new dual sport and bicycle routes and itineraries to our website and we also piloted a successful media preview event for Lights of the Ozarks this year with several media outlets covering it. The 2024 proposed commission meeting calendar was proposed with questions and it will be sent out to commissioners as calendar invites. Rawn presented HMR which reflected YTD through September activity which overall is up nearly 8% compared to last year’s YTD. B. Financial Report. Jennifer Walker, VP of Finance VP Walker stated that the financial report is in the packet with a P&L through October and a Balance Sheet. The target revenue and expense percentage is 83% and our revenue is at 84% with expenditures at 78%. HMR collections are shown at $4.1 million, and we have a net operating income of approximately $606,000. Our balance sheet, including our cash and investments are approximately $4.8 million dollars. Rawn asked Walker to expound on the balance sheet and Walker did, reminding everyone that fund balance numbers are updated once a year and that the fund balance is a calculation of total assets minus total liabilities. We have a lot of property included in our fund balance. C. Vote. Outright Agency. Rawn presented an overview of the Outright Agency memo and, alongside Commissioner Prysby, shared some slides from Outright Agency including their list of clients. Commissioner Prysby said he’s very impressed with their media buying and how their system will allow us to change this buying as needed. Rawn shared the budgetary impact aspect of the memo. It is a MSA, managed service agreement, for just one year and we would be able to submit it next year for renewal if we are happy with the services. The MSA as stated could serve us for three years. With no further questions from commissioners, Chair Martin called for a vote. Commissioner Kinney voted to authorize the CEO to enter into an agreement with Outright Agency which was seconded by Commissioner Prysby. It was approved unanimously via a roll call vote. CEO Rawn stated that we had several great choices in proposals, and we are excited about this new venture. D. Presentation. 2024 Proposed Budget The 2024 budget snapshot includes $6,196,472 in outflows and $6,167,440 in revenue with the goal of funding our capital improvements from our reserves. Revenues include: HMR Taxes - 84% Town Center – 10% Special Projects (ArtCourt, Downtown funding from city of Fayetteville, etc) – 3% Earned Revenue – 2% Outflows include: Personnel – 34% Programmatic – 40% Administration – 7% Facilities – 6% Bond payment – 11% Reserves - <2% Key Changes in the 2024 budget include: HMR Tax Revenue – 5% increase FTC updates and revenue goals Downtown Funding from the city of Fayetteville Retirement matching increase from 3 to 5% We have earmarked the Community Investment fund at $130,000. The Clinton House Museum funding has decreased 17% at up to $50,000 for 2024. The $130,000 for community events includes approved distributions generally in the $500 to $3,500 range and proposals are accepted year-round from January 1st until funds are exhausted. The budget includes significant capital investments for 2024 including: Experience Fayetteville offices (public bathroom and office updates) - $511,000 FTC Chairs Replacement - $155,000 FTC Audio Visual - $150,000 Proposed expenditures from the Cyclo-Cross Legacy Funds include a printed cycling guide that includes route development, sponsorship of the Joe Martin Stage Race and professional development funds which will cover attending UCI/Bike City trainings and more. VP of Finance Walker reviewed our fund balance which contains approximately $5,660,000 which excludes our capital and operating reserves but does include our real estate holdings. We have $1 million in our operating reserves, which is about 65 days of operation. She then reviewed the capital reserves schedule. If the town center makes all of the proposed improvements, the capital reserves will be depleted and the commission has several options to either replenish this reserve or not. We will still have a healthy unreserved fund balance after all these proposed updates. Questions about the proposed budget were sought at this time. Chair Martin asked if Rawn and Walker were comfortable with projecting a 5% increase in HMR and they both were, with Walker stating that was a very conservative amount. Rawn continued stating that this budget does include a $200,000 pledge to TheatreSquared and we will let their board leadership know we’d like to bring a revised MOU that includes an annual presentation to the commission and also includes a board seat for the A&P. We can vote on a revised MOU at an upcoming commission meeting. Commissioner Sanderson asked about the increase in the Sales and Development line item and it was stated that the increase reflected including the Tourism Master Plan contract with Coraggio Group. Rawn added that the large increase from 2023 in the Meeting category reflected a sponsorship amount for the Music Cities Conference we are hosting in 2025. Chair Martin called for a motion to approve the budget as presented in the voting document. Commissioner Sanderson made this motion with Commissioner Prysby seconding it and the 2024 proposed budget passed unanimously. With no other business, Chair Martin thanked everyone and said he appreciated serving as chair these last two years and looked forward to continuing to serve next year in a non-chair seat with another commissioner stepping into the chair role in January. I. Announcements CEO Rawn had an announcement in which she thanked Brannon Pack, Director of Cycling Tourism who said thank you and goodbye to all as he transitions to a regional role which will allow him to continue to work with our organization on projects from time to time. The commission shared their appreciation for his professional contributions. IV. Adjourn With no further business, Chair Martin adjourned at 3:22pm Minutes submitted by Amy Stockton, Director of Operations, Experience Fayetteville Fayetteville Advertising and Promotion Commission CEO Updates January 2024 Executive Summary •Dell Hall joined the Experience Fayetteville team as our Tourism Sales Manager. •Jerel Stewart joined the Town Center team as an Event Services Coordinator I and Jason Sample is our new Part-time Facilities Technician. •The Downtown Fayetteville Coalition has almost completed its strategic plan; the commission can expect an overview at the March meeting. •Work toward the tourism master plan is underway! We are meeting every other week with Coraggio Group. Coming soon will be the distribution of resident sentiment surveys as well as planning for more in-depth, individual interviews with members of the commission and other stakeholders. Tourism Activity •Tina and Molly attended Travel South International tradeshow December 3rd-5th alongside other state DMO’s where we took 40 appointments during a two-day period. •Fayetteville Half Marathon was held December, 3rd •65 room nights •Estimated economic impact of $10K •VC welcomed 1,434 visitors in December, a 34% increase from the prior month. Additionally, we had over $7,000 in sales, a 165% increase over the prior month. •Our outside of the U.S. visitors hailed from Belgium, Germany, Netherlands, Poland, England, Japan, Mexico, and Colombia. •Staff has visited all of the hotels in Fayetteville and ensured they are stocked up on our new maps Marketing •An in-depth feature on Fayetteville Ale Trail was published in Beer Connoisseur Magazine as a result of our PR outreach. •A three-part feature series on the history and future of Dickson Street was published in NWA Democrat-Gazette in December. We acted as a resource to connect the journalist with sources. •Outright Agency, our new agency of record, is attending today's meeting and will remain after we conclude for a brief meet and greet. Fayetteville Town Center •Since our previous meeting, the Fayetteville Town Center has hosted 23 events; 40 events are on the books for Q1 of the current year. • Q4 2023 proved to be a success, with a $51,000 increase in rental revenue over Q4 2022 Looking forward • February 3rd, Frost Fest returns to the Washington County Fairgrounds. We are once again a sponsor, and plan to have an on-site presence as part of ongoing 10th Anniversary promotions • The first quarter meeting of Hospitality in a Heartbeat will take place on February 13th at the Arkansas Air and Military Museum • Fayetteville Restaurant Week is planned for Sunday, February 25th through Saturday, March 2nd. We already have 35 restaurants signed up! • Will be attending the 50th Annual Arkansas Governor’s Conference on Tourism in Jonesboro February 25-27th. Meeting Recommendation: If there are timely voting items, the February commission meeting will be held on February 19th. If there is no pressing business, we will reconvene at the regularly scheduled meeting March 25th. Experience Fayetteville End of Year Report 2023 WEBSITE STATS – Year over Year Comparison 2023 vs. 2022 Organic Search Traffic: Direct Traffic: Referral Traffic: Organic Social Traffic: +42% +75% +33% +61% Paid Search Traffic:+48% Display Traffic:+299% Paid Social Traffic:+109% Total Users: New Users: Sessions: +60% +58% +60% +66%Page Views: Email Traffic:+1,583% WEBSITE STATS – Traffic By Channel Paid Search: Direct: Display: 68,572 89,812 66,153 52% 13% 10% 10% 7% 4%3% 1% Organic Search Paid Search Direct Display Paid Social Referral Organic Social Email Channel Sessions Organic:346,635 Paid Social: Referral:25,622 46,646 Organic Social:22,930 Email:4,072 WEBSITE STATS – Top 10 User Locations Fayetteville, AR Dallas, TX Denver, CO Bentonville, AR Kansas City, MO Little Rock, AR Oklahoma City, OK St. Louis, MO Springdale, AR City, Region Users 53,665 8,595 9,319 9,701 47,357 13,631 14,695 19,420 7,076 6,815 Chicago, IL WEBSITE STATS – Top 10 Referrals arkansas.com fayettevilleflyer.com downtownfay.org arkansasrazorbacks.com 1,469 1,084 2,977 324 1,416 957 11,253 Source Sessions Avg. Engagement Time per Session 0:20 0:55 1:23 1:02 1:34 1:17 0:56 ridewithgps.com linkin.bio fayetteville-ar.gov onlyinark.com 293 263 281 1:16 0:36 0:51 uark.edu axios.com Creative Director Grace Boyle Director, Marketing Anne Davis Marketing Account Manager Amanda Glass VP of Strategy & Partner Jared Schwartz Senior Designer Logan Hillerns Production Coordinator Sarah Tompkins Media Relations Manager Stephanie Levinson Media Buyer, SMT Becca Ward Media Strategist, SMT Paula Novacki TIMELINE January - Discovery period - Dive into Arrivalist data to develop a data-driven marketing strategy - Planning for Restaurant Week - Earned media kicko February - Finalize annual marketing plan - Launch Restaurant Week promotions - Begin creative concepting & development - Photo/video shoot planning March - Finalize key campaign creative -Launch tourism marketing campaign April, onward - Report & refine, plan for additional upcoming campaigns Memo To: Fayetteville Advertising & Promotion Commissioners From: Molly Rawn, Experience Fayetteville CEO Date: January 16, 2024 Re: Sponsorship Agreement with IMG College, LLC Background As part of its overall marketing plan, Experience Fayetteville has an existing sponsorship agreement with the IMG College, the entity that handles sponsorships for the Arkansas Razorbacks. With this sponsorship, Experience Fayetteville receives prime logo placement, and a link to our website on the main page of Razorback Athletics website. This proved a successful arrangement in 2023, as it was consistently the top referral site and driver of traffic to the EF website. Budgetary Impact The sponsorship agreement is for $64,554 and has already been included in our approved 2024 budget. This amount is the same as the sponsorship amount in 2023. Recommendation Staff recommends the commission approve the spo nsorship agreement from IMG College. Sponsor #: KR155930 Contract #: 748-262502 Date: January 01, 2024 Sponsor: Experience Fayetteville Attn: Sarah King 21 South Block Ave. -- Suite 100 Fayetteville, AR 72701 Bill To: Experience Fayetteville Attn: Sarah King 21 South Block Ave. -- Suite 100 Fayetteville, AR 72701 This Marketing and Sponsorship Agreement (“Agreement”), effective as of the date set forth above, between Sponsor and IMG College, LLC (“Provider”), relates to sponsorship opportunities and specific inventory items at University of Arkansas, solely with respect to its athletics department (“University”). Provider, University’s designated multi-media rights holder, appreciates Sponsor’s commitment to support and sponsor University. The parties agree as follows: Benefits: Each Contract Year (as defined below) during the Term (as defined below), Provider will provide Sponsor the benefits described on Exhibit A (“Benefits”). Term: 01/01/2024 through 12/31/2024 Sponsorship Fee: Contract Year Cash Amount 2023-2024 $31,800.00 2024-2025 $32,754.00 Additional Provisions: 1. No agency commission(s) or fee(s) are included in the above Cash Amount(s). Sponsor is solely responsible for paying each such Cash Amount(s) pursuant to the below Installment Billing Schedule. 2. “Contract Year 2023-2024” means 1/1/2024 – 6/30/2024 and “Contract Year 2024-2025” means 7/1/2024-12/31/2024. 3. This Agreement is governed by the additional Terms and Conditions set forth on Exhibit B. INSTALLMENT BILLING SCHEDULE Invoice Date Invoice Amount 1/1/2024 $31,800.00 7/1/2024 $32,754.00 Sponsor may submit each payment by check, credit card (which will incur a three percent (3%) surcharge where allowed by applicable law) or ACH/wire transfer. If Sponsor elects to pay via ACH/wire transfer, then Sponsor must send a remittance, identifying the applicable customer number and invoice number, to ar@learfield.com. If Sponsor elects to pay by check, then Sponsor must send the check, together with a remittance, identifying the customer number and invoice number, to the following remittance address, unless or until Provider directs otherwise: LEARFIELD, c/o Learfield Communications, LLC, P.O. Box 843038, Kansas City, MO 64184- 3038. If Sponsor elects to pay by credit card or ACH/wire transfer, then Sponsor must request applicable account information from Provider. With respect to processing Sponsor’s payment(s) hereunder, Provider will not engage with any third-party payment processor (e.g., Ariba, PayModeX). Terms: Due Net Thirty (30) Days Checks made payable to LEARFIELD AGREED AND ACCEPTED: Experience Fayetteville IMG College, LLC By: By: Name: Name: Title: Title: Date: Date : Thank you for your business! For billing inquiries, please contact Provider’s Office of Accounts Receivable at (336) 831-0737. Exhibit A Benefits for 2023-2024 Contract Year University Sport Product Item Name Quantity Events University of Arkansas, Fayetteville All Sports Digital ArkansasRazorbacks.com Sponsor – Desktop and Mobile Sites – 6 months from 1/1/2024 – 6/30/2024 1 6 Benefits for 2024-2025 Contract Year University Sport Product Item Name Quantity Events University of Arkansas, Fayetteville All Sports Digital ArkansasRazorbacks.com Sponsor – Desktop and Mobile Sites – 6 months from 7/1/2024 – 12/31/2024 1 6 Exhibit B Terms and Conditions University Marks. To the extent Benefits include the right to make use of University’s names, logos, trademarks, service marks, trade names or other identifying indicia (“University Marks”), Sponsor shall provide Provider, for prior review and approval, all proposed uses of University Marks and examples thereof. Sponsor shall use University Marks only (i) in the exact form, manner and context Provider approves in writing and (ii) as further detailed on Exhibit A. Sponsor may not use University Marks in connection with the name, image or likeness (“NIL”) of any current student athlete, unless otherwise set forth on Exhibit A and, then, only to the extent explicitly set forth thereon. Sponsor must obtain all promotional premium products bearing University Marks from a Provider-approved licensed provider, which shall be responsible for assuring such products comply with all applicable University licensing requirements (including, but not limited to, compliance with applicable licensing-royalty payments). Sponsor acknowledges University Marks are and will remain the exclusive property of University, which is the sole owner of University Marks and their associated goodwill, and Sponsor, by reason of this Agreement or otherwise, has not acquired any right, title, interest or ownership claim to them. Each of Sponsor’s uses of University Marks, and any and all goodwill arising from each such use, inures solely to University’s benefit. Benefits. Unless otherwise specifically stated on Exhibit A or elsewhere in this Agreement, all Benefits are for the regular season only. If, for any reason other than Sponsor’s fault, Provider is unable to provide Sponsor with any Benefit(s), then Provider will notify Sponsor and offer Sponsor make-good benefits in lieu of the Benefit(s) Provider is unable to provide Sponsor (“Alternative Make-Good Benefits”). Alternative Make-Good Benefits will not, however, include tickets, hospitality, catering or similar benefits that involve an out-of- pocket cost to Provider. Alternative Make-Good Benefits will be subject to Sponsor’s approval, which approval will not be unreasonably withheld, delayed or conditioned. Until such time as Alternative Make-Good Benefits are agreed upon, Sponsor will continue to pay the full Sponsorship Fee to Provider as set forth above. If the parties are unable to agree on Alternative Make-Good Benefits, then such disagreement will not be considered a breach of this Agreement and this Agr eement will not terminate, but rather the Sponsorship Fee to be paid by Sponsor will be adjusted to reflect the Benefit(s) not available to Sponsor. University Notice. If Provider is advised by University that Provider no longer has the right to provide Sponsor all the Benefits (“University Notice”), then Provider will have the option to terminate this Agreement at the end of the Contract Year for which the University Notice is applicable, with no further liability or obligations of either party under this Agreement thereafter, except for payment of the Sponsorship Fee still owed by Sponsor at the time of termination. If the University Notice requires Provider to terminate this Agreement prior to the end of the then-current Contract Year for which the University Notice is applicable, then this Agreement will terminate upon Provider’s written notice to Sponsor and Sponsor will (i) receive a pro rata refund of the Sponsorship Fee equal to the value of Benefits not yet received as a result of the termination or (ii) pay Provider for Benefits received but not yet paid for, but in no event will either party have any further liability or obligation to the other party under this Agreement. In the event of this Agreement’s termination as a result of a University Notice, Sponsor will have no obligation to pay the Sponsorship Fee for the period after the effective termination date. Notwithstanding the foregoing, in lieu of this Agreement terminating because of a University Notice, Provider and Sponsor may negotiate for a period of thirty (30) days following Provider’s receiving the University Notice in order to determine whether alternative benefits can be offered to Sponsor and, if offered, whether they are acceptable to Sponsor (“Alternative Benefits”). If Alternative Benefits are offered and accepted, then this Agreement will not terminate as a result of the University Notice but instead will remain in full force and effect with the Alternative Benefits. Notwithstanding any other provision herein, whether either party agrees to Alternative Benefits or an amendment to this Agree ment is within the party’s sole discretion. Preparation of Promotional/Sponsorship Materials. Provider is responsible for providing publication space or spot- advertisement locations for Sponsor-prepared promotional/sponsorship recognitions or advertising. Advertising production, video or graphics production, talent charges and service charges, if any, are not covered under this Agreement and remain Sponsor’s sole responsibility, but Sponsor can obtain from Provider any such services for an additional service fee. Sponsor is responsible for timely submitting to Provider its advertisements, promotional/sponsorship recognitions, graphics, LED designs, video-board features, Internet displays and/or any other creative materials, as applicable, for Benefits (“Sponsorship Materials”). Sponsorship Materials (whether provided by Sponsor or on its behalf) are subject to Provider’s written approval, which approval will not constitute approval as to conformity with any federal, state or local laws or regulations. If, by the deadline date (which Provider will provide Sponsor), Provider has not received from Sponsor its applicable Sponsorship Materials for publication, distribution or display, or if, after the deadline date, Sponsor submits to Provider copy corrections of applicable Sponsorship Materials, then Provider will not be obligated to publish Sponsorship Materials (or corrected Sponsorship Materials, as the case may be). Provider’s failure to publish Sponsorship Materials (or corrected Sponsorship Materials) due to Sponsor’s failure to meet the deadline date, however, in no way will relieve Sponsor of any of its obligations and duties under this Agreement, including its obligation to submit payments in full, as set forth in the Installment Billing Schedule. Sponsor shall indemnify, defend and hold harmless Provider and University, and each of their parents, subsidiaries, affiliates, officers, trustees, employees and agents, from and against any and all claims, losses or damages (including reasonable attorneys’ fees and expenses) arising or resulting from Provider’s publishing Sponsorship Materials, or any parts thereof, in the form or format Sponsor (or its agent) provides, approves or requests. Compliance. In connection with Sponsor’s activities hereunder, during the Term, Sponsor shall comply with the policies, rules and regulations of University and any athletics conference to which University belongs (as Provider may provide Sponsor from time to time), as well as the National Collegiate Athletic Association’s (“NCAA”) constitution, bylaws and rules (publicly available at www.ncaa.org). Sponsor shall indemnify, defend and hold harmless Provider and University, and each of their parents, subsidiaries, affiliates, officers, trustees, employees and agents, from and against any and all claims, losses or damages (including reasonable attorneys’ fees and expenses) arising or resulting from Sponsor’s (or its agent’s) breach or alleged breach of this section’s provisions. Effect of Breach. If Sponsor fails to make a payment by such payment’s due date, as set forth in the Installment Billing Schedule (and fails to cure any such non-payment within ten (10) days after receiving from Provider written notice with respect thereto), then Provider reserves the right to suspend delivery (or provision) of Benefits to Sponsor and/or to terminate this Agreement, effective upon written notice from Provider to Sponsor. If Sponsor breaches the University Marks section (including, without limitation, any unauthorized use of University Marks) or the Compliance section, then Provider reserves the right to terminate this Agreement effective upon written notice from Provider to Sponsor. If Provider terminates this Agreement before the Term concludes due to Sponsor’s uncured breach, then Sponsor will remain liable for all payments due under this Agreement whether accruing before or after such termination. Sponsor agrees and acknowledges that, in the event of such uncured breach, Provider will be a lost volume seller and, as such, will have no obligation to mitigate its damages hereunder. Cross-Default. In the event of an uncured breach in any agreement other than this Agreement between Sponsor and Provider or any affiliate of Provider, Provider will have the right to terminate this Agreement effective upon written notice to Sponsor. Limitation of Liability. In no event will either party be liable for any special, indirect, incidental, consequential, punitive or exemplary damages, including, but not limited to, lost profits, even if such party alleged to be liable has knowledge of the possibility of such damages, whether under contract, tort (including negligence), strict liability or any other theory of liability; provided, however, nothing shall limit Provider’s right to seek full payment of the Sponsorship Fee (without any obligation to mitigate) due to Sponsor’s material breach hereunder. Provider will not, under any circumstances, be liable for any amount in excess of the total Sponsorship Fee actually paid to Provider in the twelve (12) months prior to the date any claim is asserted. Unforeseen Events. If, due to public emergency or necessity, epidemic or pandemic, legal restrictions, labor disputes, strikes, boycotts, acts of God or similar reasons, including, but not limited to, mechanical or technological breakdowns beyond its control and without its fault, Provider is unable to perform any of its obligations hereunder, then Provider will not be liable to Sponsor, except to the extent of providing Sponsor suitable mutually agreed upon Alternative Make-Good Benefits. Until such time as Alternative Make-Good Benefits are agreed upon, Sponsor will continue to pay the full Sponsorship Fee to Provider as set forth above. If the parties are unable to agree on Alternative Make-Good Benefits, then such disagreement will not be considered a breach of this Agreement and this Agreement will not terminate, but rather the Sponsorship Fee to be paid by Sponsor will be adjusted to reflect the Benefit(s) not available to Sponsor. Late Payments/Sales or Other Taxes. All late payments are subject to a late payment fee of two percent (2%) per month or the highest rate allowed by law together with all costs and expenses of collection, including attorneys’ fees and court costs. If any sales tax, use tax, gross receipts tax, service tax or other tax (other than Provider’s income tax) is imposed in connection with any Benefits or payment hereunder, then Sponsor will pay such tax on or before the due date thereof and, if not otherwise paid, any unpaid amount thereof will be added to the invoice for the period that includes such due date. Assignment. This Agreement is personal to Sponsor. Sponsor shall not sell, transfer or assign this Agreement, or any of Sponsor’s rights hereunder, without Provider’s prior written approval, and no rights will devolve by operation of law or otherwise upon any Sponsor assignee, receiver, liquidator, trustee or other third party. Any unauthorized assignment will be void and of no effect unless approved by Provider in writing. Subject to the foregoing, this Agreement will be binding upon any approved Sponsor assignee or successor, and this Agreement will inure to the benefit of Provider, its successors and permitted assigns. Miscellaneous. This Agreement (i) sets forth the parties’ entire understanding with respect to its subject matter, (ii) supersedes all prior negotiations and agreements, whether written or oral, between the parties concerning such subject matter and (iii) may be modified or amended only by a written instrument each party signs. Each party represents and warrants to the other party (a) the individual signing this Agreement on its behalf is duly authorized to do so and (b) no representations have been made or relied upon other than those expressly provided for herein. This Agreement may be executed via delivery of a facsimile transmission or other commonly used electronic means (e.g., via a PDF attachment) in one (1) or more counterpart, each of which will be deemed an original, but all of which, taken together, constitute one (1) and the same agreement. No party’s agent, employee or other representative is empowered to alter any of this Agreement’s terms unless via written instrument signed by the appropriate party’s authorized officer or agent. A waiver by either party of any of this Agreement’s terms or conditions in any instance will not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. Notwi thstanding the University Notice section, Provider may terminate this Agreement, effective immediately upon delivering to Sponsor written notice thereof, if Provider’s University rights agreement is terminated for any reason; provided, however, Provider shall provide Sponsor a pro rata refund of any amounts paid for Benefits not yet received as of such effective termination date. This Agreement is governed by and construed in accordance with the laws of the state of Texas, without giving effect to its conflict of law rules. Memo To: Fayetteville Advertising & Promotion Commissioners From: Molly Rawn, Experience Fayetteville CEO Date: January 16, 2024 Re: Authorized Representative Resolution Background The Fayetteville A&P Commission has transitioned to a Retirement Savings Plan with BOKF to provide a 457(b) for employee deferrals and a 401(a) plan for employer contributions. With this transition, the commission needs to document via a formal record of action that: 1)The CEO has authority to sign contracts and legal agreements on behalf of the Fayetteville Advertising and Promotion Commission. 2)And that the commission has authorized the CEO to delegate other administrative matters to individuals named in the attached BOFK Authorized Representative Resolution. This will be documented by a commissioner signing the attached BOKF Authorized Representative Resolution which will allow the CEO to sign and execute the documents needed to activate the plan for our February 1st start date. Recommendation Staff recommends the commission adopts the attached BOKF Authorized Representative Resolution. Fayetteville Advertising and Promotion Commission Formal Record of Action The undersigned authorized representative of Fayetteville Advertising and Promotion Commission (the “Company”), hereby certifies that the Company adopted the following resolutions on the date specified below and that the Company has neither modified nor rescinded the following resolutions as of the date hereof; WHEREAS, the Company currently maintains a tax-qualified plan known as the Fayetteville Advertising and Promotion Commission 457b and 401a Plan (the "Plan"); 1. RESOLVED: that the Commission has designated BOKF, NA as a nondiscretionary Trustee; 2. RESOLVED: that the Commission has confirmed Fayetteville Advertising and Promotion Commission serves as the Plan Administrator and Named Fiduciary under ERISA; 3. RESOLVED: that the Commission has designated Fayetteville Advertising and Promotion Commission to serve as the Investment Fiduciary under Section 11.02 of the Plan; 4. RESOLVED: that the Commission has authorized the CEO to sign contracts and legal agreements on behalf of the Fayetteville Advertising and Promotion Commission; Sign Contracts and Legal Agreements Title Name (Type or Print) Signature CEO Molly Rawn 1. RESOLVED: that the Commission has authorized the CEO to delegate to those whose names and signatures appear below in the payment, distribution, investment and transfer of assets thereof, and in the carrying out of administrative matters related thereto, as follows: Direct Transactions, Trades and Administrative Matters Title Name (Type or Print) Signature VP of Finance Jennifer Walker Director of Finance Sally Fisher Director of Operations Amy Stockton 2. RESOLVED: that the Commission has authorized the CEO to delegate any portion of the authority granted to him above to another person. Such delegation of authority shall be subject to the terms of the written authorization issued by the CEO and subject to annual review by the Audit Committee On its effective date, this resolution supersedes all prior resolutions. Signed: Title: Date: