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2022-09-26 - Agendas - FinalFayetteville Advertising and Promotion Commission September 26, 2022 Location: Fayetteville Town Center, 15 W. Mountain Street Commissioners: 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 Mark Kinion, City Council Representative Staff: Molly Rawn, CEO Agenda I. Call to order at 2:00 p.m. II. Old Business A. Review and approval of August 2022 minutes. III. New Business A. CEO Report, Molly Rawn. An executive overview of the previous month's activity, issues and opportunities facing the organization. B. Financial Report, Jennifer Walker, Vice President of Finance C. Marketing Report: i. Ashley Cane, Director of Brand Strategy ii. Mike Sells, Sells Agency D. Vote. Lease agreement with 21 Mountain, LLC for Town Center office space. Memo and Lease attached. E. Vote. IT Vendor. Agreement with TekTrendz for Managed IT services. Memo and proposal attached. F. Vote. Presentation on Fayetteville Town Center's participation in the city of Fayetteville's Energy Savings Performance Contract with Johnson Controls. G. Discussion. Welcome to Fayetteville signage, Commissioner Moya. H. Additions to the agenda may be added upon request from a majority of the commissioners IV. Adjourn Fayetteville Advertising and Promotion Commission Minutes August 22, 2022 Fayetteville Town Center Commissioners Todd Martin, Chair, Tourism & Hospitality Representative Present: *Elvis Moya, Tourism & Hospitality Representative Chrissy Sanderson, Tourism & Hospitality Representative Andrew Prysby, Commissioner at -large Sarah Bunch, City Council Representative *Mark Kinion, City Council Representative * denotes virtual attendance Commissioners n/a Absent: Staff: Molly Rawn, CEO; Ashley Cane, Marketing Manager Chair Martin called the meeting to order at 2:02 pm. Old Business A. Chair Martin asked commissioners to review the July minutes and asked if there were any additions or revisions. Hearing no additions or revisions, he stated that the minutes stood approved. III. New Business A. CEO Report. An executive overview of the previous month's activity, issues and opportunities facing the organization. Complete memo attached. Rawn opened up with updates from our Sales team. We had a visitor from Laos who visited us via the Global Ties program, he was learning about eco and agri- tourism. He stayed at Mt. Sequoyah and had a great visit. Several of the team attended the Destinations International conference in Toronto where we partnered with other A&Ps across the state to offer a private reception for a reception with Canadian travel writers. This event was well received, and we continue to follow up with them. Hospitality in a Heartbeat, a sales program, has resumed with the first event tomorrow at Staybridge Suites. This is an event held every other month at a lodging partner and allows us to both share and get information from our partners. We recently purchased an a-trike from a Fayetteville cycling store, Pedago. Staff will be able to use this for work meetings and events and we'll be able to use it in some of the ways we use Vanny. Rawn noted that attendance numbers in the Visitors Center was a little lower in July compared to June although Saturday numbers continue to be quite high. She also noted that we are gearing up for two First Thursdays in September as the weather forced the August event to be postponed. The Town Center held two events since our last meeting as much of that time new carpet was being installed. Updates to the Green Room are also currently underway. Rawn gave a shout out to our Facilities Supervisor, Miletus Callahan- Barile, who recently completed a course to assist him in the upkeep and maintenance of the Peace Fountain. In presenting HRM, Rawn stated that we are doing well. The Average Daily Rate was up 9% over July 2021 and 23% higher than last year's year to date. B. Financial Report. Molly Rawn, CEO Rawn gave the report in VP of Finance Walker's absence and noted that July financial statements were included in the packet. Our target budget for July is 58% for revenue and expenses and we are right on target with expenses and are 4% above our expected revenue for HMR. We are under budget by 4% for the town center but Rawn is not concerned about that as we are looking at a strong 4th quarter and we've kept expenses low. Our operating net. income is $455, 211. With no questions from the commission, we moved to the marketing report. C. Marketing Report. Ashley Cane, Marketing Manager Ashley Cane started with stating that the Art Court opened last Friday and she shared the items we did to promote that. We'll eventually be taking over the social media for Art Court. Rawn mentioned that she's driven by several times since Friday and it's always had people there playing, dancing and enjoying the experience. Cane stated that there's also an Al experience with the Art Court with art that overlays the court. She then talked about First Thursday and the many tools that the marketing team uses to promote it. Rawn also discussed items we looked at doing for next year's First Thursday including light pole banners the week of First Thursday on the town center plaza and perhaps a texting service. Cane then talked about the partnership with Arkie Travels, an influencer we are working with who will be coming in this weekend. Cane talked about the work we are doing to promote the October World Cup OZCX event and showed the hype video. Mike Sells with Sells Agency then talked about the Ale Trail website and that it will be the Ale Trail's 10th anniversary next year. Sells showed the growth of the website's sessions, with a tremendous 423% growth in Illinois. Commissioner Prysby asked if the Ale Trail website could be the source of promoting the new breweries as he mentioned that the Fayetteville Flyer doesn't promote breweries as they used to, they now focus more on restaurants. Sells then discussed our July website traffic sessions and pointed out the higher percentage of growth in Illinois and it was noted that Tina Archer Cope, our VP of Sales has been working with motorcycling influencers and others in the greater Illinois area. Sells also pointed out a significant increase in downloads of the Visitors Guide — digital use of this guide continues to grow. He ended with information on the traffic on the First Thursday page and pointed out its growth. Chair Martin asked if we could have more sponsorships for First Thursday and Rawn stated that she thought getting the sponsorship packet out to potential sponsors earlier than we do, perhaps before October of this year for businesses planning their budget next year, would be helpful in doing this. Rawn also stated that we have met our sponsorship goal for this year. D. Vote. Office lease for Fayetteville Town Center staff. Authorizing the CEO to begin lease negotiations with the Fayetteville Chamber of Commerce for office space. Memo attached. Rawn introduced this topic by stating that when we re -designed FTC to make Salon A and B, we lost our office space for staff and we moved the staff into 5 W. Mountain. Our lease ends in spring of 2023 but we have a mutually beneficial option to terminate our lease early. We could obtain office space at the Chamber for slightly less rent. Rawn knew that we didn't have time to get a lease in front of the commission for this meeting but wanted to know if she had the authority to enter a lease. Commissioner Sanderson asked if we wanted to do more than a three-year lease. Chair Martin asked that we look at the viability of Walker Stone House; he asked if we could look at rough numbers for moving to the Walker Stone House so we could consider it compared to moving to the chamber offices. Chair Martin invited a motion that the commission authorize the CEO to pursue a lease agreement with the Chamber of Commerce for office space and bring a lease to the September meeting while also asking staff to look at the option of retrofitting the Walker Stone House. Commissioner Kinney made the motion and Commissioner Sanderson and others made the second. Chair Martin called for a vote and it was approved unanimously. E. Vote. Parking Gate Equipment for Fayetteville Town Center parking deck. Staff recommends approving a quote for $35, 459 from IPS Group for equipment, installation and software. Memo attached. Rawn opened this item and stated that per the lease we were responsible for repairing or replacing the entrance to the parking deck and while the city is responsible for daily maintenance, it is not responsible for the infrastructure. Martin stated that we budgeted 33K for revenue which would approximately be the cost of the proposed equipment. We are also proposing to increase the price for all day parking. Rawn pointed out that the proposed system allowed for dynamic pricing if we wanted to utilize that feature. Commissioner Kinney moved that we accept the $35,459 quote from IPS Group for equipment, installation and software for the new gateless parking system and raise daily parking rates in the Town Center deck from $4 to $6 and it was seconded by Commissioner Sanderson. Chair Martin asked if there was further discussion. With no further discussion, the motion passed unanimously. F. Discussion. Fayetteville Town Center's participation in the city of Fayetteville's Energy Savings Performance Contract with Johnson Controls Inc. More information will be made available when received from city staff. Rawn introduced this item by stating that the city had discussed this project at the city council meeting. She introduced Peter Nierengarten, the Environmental Director to talk about the energy project they are doing with Johnson Controls, Inc. Nierengarten stated that the city council approved a project of $4.5 million dollars on 50 buildings with the omission of the Fayetteville Town Center and also the Fayetteville Public Library. Currently the town center has 60 days to be able to join the overall project. The total price of all the projects, including project design, management and equipment is $4.4 million dollars. The question before the commission is: is the group interested in participating if agreeable terms can be created. Three different types of projects are listed on the sheet Nierengarten provided: a weatherization project, replacement of an HVAC system and placing the solar panels on the roof. The total cost of this project is $735,000. The city has some remaining funds from a project that could be put towards this project, which would decrease the project cost to $625,000. Nierengarten projected that savings of $25,000 to $50,000 a year could be realized. Rawn pointed out that we would need to do a roof repair before we considered this project. Chair Martin asked to see the documented savings and Nierengarten and Chris McNamara, also with the city, said that documentation could be provided. Commissioner Kinney asked Tyler Wilson, General Manager of the town center if he received RFP's asking what eco-friendly practices the town center initiated and Wilson said he did. This topic was discussed with several questions raised. CEO Rawn asked if she could ask a clarifying question: Did commission members see the $625,000 as a capital expense and we'd be choosing it over other capital expenses. She also asked if the city would be willing to allow us to pay this out over 20 years, making this more of a revenue neutral item, was the commission interested in getting more information about the project? Several commissioners indicated they would be. With no more discussion on this topic, Chair Martin asked if there were any other discussion items and Commissioner Kinion stated that he and Commissioner Bunch would be working on the city's budget and would be learning more about what might be possible. Rawn stated that she would be meeting with Chief of Staff Susan Norton and Mayor Jordan in September to re- negotiate the town center's lease and this would allow more discussion on this topic. G. Chair Martin called for a motion to adjourn the meeting. Commissioner Kinney made the motion with Commissioner Prysby seconding it. The meeting was adjourned at 3:30pm. Minutes submitted by Amy Stockton, Director of Operations, Experience Fayetteville I Vrd I rill I I I Monthly A&P Tax Collections 2022** r] • • $47,855 + S293,U32 Lodging Restaurant $22F18b Prior Dues Collected 1: Off— - - 60%, � Total HMR Collected wious YTD (Jan -Aug) HIVIR A&P Tax Collection Totals ?018 2019 2020 2021 2022 ....................................................................................... 6213221765 $2,413,295 $1,928,236 $2,498,513 S2,9409051 4.61% 3.90% -20.10% 29.58% 17-67% % change over previous year I jan S I S apr may S jul (aug) sep oct I S I dec S3969004 S4099478 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 LSD C0 00 d1 O N cn � Lrn Q0 r_ 00 0') O N M � LO CO r- 00 M 0 CN M N N N N N N N N N N M M M CO CO CO C'M CO CO CO Zt �t This represents one half of the total HMR collections. The other half supports the Parks and Recreation department. 34.04% 28.38% -0.15%-17.18% 35.69% 42.55% 7.91% 14.90% 24.93% 31.20% 13.80% 25.00% 11.02% 21.17% 14.77% 26.85% change % change from from 2021 2019 Memo P l[AY� To: Molly Rawn, CEO, Experience Fayetteville Fayetteville Advertising & Promotion Commissioners From: Jennifer Walker, VP Finance, Experience Fayetteville Date: September 10, 2022 Re: Financial Statements — August 2022 This packet contains Experience Fayetteville Financial Statements for the month ended August 31, 2022. The following reports are included in the packet: • Summary P&L Financials for month ended August 31, 2022 • Balance Sheet for month ended August 31, 2022 Target Budget August — 67% • Revenue target 67% of budget or higher by the end of August 2022. Expenditures target 67% or lower at August 2022. Total Revenue YTD: $3,502,527 or 73%; We are 6% ahead of target. Tax Receipts - $2,940,050 (over budget by 4% ytd) Town Center - $232,512 (under budget by 6% ytd) Other - $329,965 Total Operating Expenditure YTD: $2,856,753 or 59%; this is 8% under budget. EF Main - $2,348,467 Town Center - $508,285 HMR tax — YTD August Collections (July activity) were above seasonally adjusted budget expectations by 8%. Operating Net Income is $645,774 year to date. Modified Accrual Fayetteville A and P Commission Statement of Budget, Revenue and Expense Year -to -Date @ August 31, 2022 CONSOLIDATED Year -to -Date Actual Budget over/(Under) Budget % of Budget Revenue Hotel, Motel, Restaurant Taxes Revenue 2,940,050 4,154,500 (1,214,450) 70.8% Rental Revenue 208,412 346,000 (137,588) 60.2% Event Revenue 30,157 40,700 (10,543) 74.1% Visitor Center Store Revenue 49,658 51,200 (1,542) 97.0% Parking Revenue 17,823 33,000 (15,177) 54.0% Advertising Revenue 2,275 3,000 (725) 75.8% Grant/Other Revenue 247,895 182,255 65,640 136.0% Interest and Investment Revenue 6,257 8,250 (1,993) 75.8% Total Revenue 3,502,527 4,818,905 (1,316,378) 72.7% Expenses Operating Expenses Rental Expenses 41,406 88,500 (47,094) 46.8% Event Expenses 43,213 79,450 (36,237) 54.4% Visitor Center & Museum Store 41,968 48,200 (6,232) 87.1% Downtown Initiative 1,580 100,000 (98,420) 1.6% Personnel 972,062 1,616,044 (643,982) 60.2% Sales & Marketing 738,163 1,134,553 (396,390) 65.1% Office and Administrative 428,818 707,773 (278,955) 60.6% Bond Payments 467,720 707,000 (239,280) 66.2% Contribution to Capital Reserves 100,000 100,000 100.0% Other grants 21,824 39,815 (17,991) 54.8% TheatreSquared Contribution - 200,000 (200,000) 0.0% Total Operating Expenses 2,856,753 4,821,335 (1,964,582) 59.3% Net Operating Income/(Loss) 645,774 (2,430) 648,204 0.0% Other Income Unrealized Gain/(Loss) on Investments (5,733) 0.0% Other Expenses FFE & Improvements 304,651 595,000 (290,349) 51.2% Depreciation Expense 88,952 0.0% Cost of Goods Sold (7,937) 0.0% Net Income/(Loss) (without cx Grants) 254,375 (597,430) 857,538 -42.6% Modified Accrual Fayetteville A and P Commission Statement of Budget, Revenue and Expense Year -to -Date @ August 31, 2022 Experience Fayetteville Year -to -Date Actual Budget Over/(Under) Budget %of Budget Revenue Hotel, Motel, Restaurant Taxes Revenue 2,940,050 4,154,500 (1,214,450) 70.8% Rental and Event Revenue 23,964 37,700 (13,736) 63.6% Visitor Center Store Revenue 49,658 51,200 (1,542) 97.0% Advertising Revenue 2,275 3,000 (725) 75.8% Grant & Other Revenue 247,895 182,255 65,640 136.0% Interest and Investment Revenue 6,173 8,000 (1,827) 77.2% Total Revenue 3,270,015 4,436,655 (1,166,640) 73.7% Expenses Operating Expenses Event Expenses 29,825 76,450 (46,625) 39.0% Visitor Center & Museum Store 41,968 48,200 (6,232) 87.1% Downtown Initiative 1,580 100,000 (98,420) 1.6% Personnel 695,625 1,134,973 (439,348) 61.3% Sales & Marketing 733,727 1,118,553 (384,826) 65.6% Office and Administrative 256,199 402,523 (146,324) 63.6% Bond Payments 467,720 707,000 (239,280) 66.2% Contribution to Capital Reserve 100,000 100,000 100.0% Other Grants 21,824 39,815 (17,991) 54.8% TheatreSquared Contribution - 200,000 (200,000) 0.0% Total Operating Expenses 2,348,467 3,927,514 (1,579,047) 59.8% Net Income/(Loss) Before Other Revenue and Expenses 921,548 509,141 412,407 181.0% Other Income Unrealized Gain/(Loss) on Investments (5,733) - (5,733) 0.0% Other Expenses FFE & Improvements 122,860 90,000 32,860 136.5% Depreciation Expense 50,191 Cost of Goods Sold (7,937) Net Income/(Loss) 750,701 419,141 337,292 179.1% Modified Accrual Fayetteville A and P Commission Statement of Budget, Revenue and Expense Year -to -Date @ August 31, 2022 Town Center Year -to -Date Actual Budget Over/(Under)% Budget of Budget Revenue Rental Revenue 208,412 346,000 (137,588) 60.2% Event Revenue 6,193 3,000 3,193 206.4% Parking Revenue 17,823 33,000 (15,177) 54.0% Interest and Investment Revenue 84 250 (166) 33.6% Total Revenue 232,512 382,250 (149,738) 60.8% Expenses Operating Expenses Rental Expenses 41,406 88,500 (47,094) 46.8% Event Expenses 13,387 3,000 10,387 446.2% Personnel 276,437 481,071 (204,634) 57.5% Sales & Marketing 4,436 16,000 (11,565) 27.7% Office and Administrative 172,620 305,250 (132,630) 56.6% Total Operating Expenses 508,285 893,821 (385,536) 56.9% Net Income/(Loss) Before Other Revenue and Expenses (275,773) (511,571) 235,798 53.9% Other Expenses FFE & Improvements 181,791 505,000 (323,209) 64.0% Depreciation Expense 38,761 Net Income/(Loss) (496,325) (1,016,571) 520,246 48.8% Fayetteville A&P Commission Balance Sheet As of August 31, 2022 ASSETS Current Assets Cash 3,468,314 Investments 1,199,925 Accounts Receivable 391,998 Prepaid Expenses 34,351 Deposits 30,617 Visitors Guide Trade 2,877 Inventory Asset 25,246 Total Current Assets 5,153,330 Other Assets Capital Assets Furniture & Fixtures 96,641 Equipment 641,976 EF/CVB Building 940,410 EF/CVB Land 198,621 Building Additions 971,952 Walker -Stone House 1,167,218 Construction in Progress 27,109 Accumulated Depreciation (1,455,386) Total Other Assets 2,588,541 TOTAL ASSETS 7,741,871 LIABILITIES AND EQUITY Current Liabilities Accounts Payable 258,130 Unearned Revenue 154,765 Total Liabilities 412,895 Equity Unreserved Fund Balance 4,236,564 Operating Reserve 1,000,000 Capital Reserve 2,100,000 Temporarily Restricted Funds 439,895 Net Revenue Gain/(Loss) on Investments (5,733) Net Revenue without Cyclocross 360,108 Net Revenue for Cyclocross (801,859) (447,483) Total Equity 7,328,976 TOTAL LIABILITIES AND EQUITY 7,741,871 SEPTEMBER 2022 MARKETING REPORT ADARA CAMPAIGN 2022 NATA-AIDARA digital advertising to travelers while they are actively searching for places to travel. Focus on state of Illinois �y. 3 Z�.f l �1 ►.. i � tt� a HOGS NWA EVENTS Digital Media focusing on variety of events in Fayetteville in 2022 Creative designed to encourage fall weekends in Fayetteville Experience Fayetteville Sponsored , 0 In Fayetteville, game -day starts on Friday and ends on Sunday! So don't just come root for the Hogs, Experience Fayetteville! EXPERIENCEFAYETTEVILLE.COM You Gotta Experience Fayetteville! Learn more It's never too early to start getting amped up for ... 05 Like Q Comment r,> Share PWY 4 0 �I 14 � z a � � ti 7A 1/�r•��lllMI► AZ1. ;A aw a '116w , �- s �:. ►k'` �A,0"'vjo i,�� i dYw 1"N" ` ' ?�J ,r IAA _ 041 Jw I�I � y s f f `', I ._ � eel • � : ,'� . �,fr; a °� 1�1 lJ,11.:�!_ y I .�,P I I S cI +FY 'i .I i, t � r .e1 r - .. - S• wo S t A f rye II I ����( a.. f �d"y�+ +re 1 3ia'`+ ;.��•' � Cll�r' y � ��• `� Fr9 � 1 • l vw, �• b 0 / a0 0� �mxy 2022 FAYETTEVILLE AR wa Natura DOWN TOWN SQUARE BER M30 P.M. 9:00 5:30 P.M. - 9:00 P.M. ALLAREWELCOME EzperienpeFayettevdle, s-..,,wrumn . UG SEP SEP OCT 0.:� 15 01 06 Dog A Closer Larger Daze Look Than life ty n PfH11 ARKIE TRAVELS INFLUENCER VISIT Blog • Instagram Reels -Mt. Sequoyah, 5 Things to do in Fayetteville and SOAR NWA Instagram Stories Facebook Posts 1111mr-. 7,�Vpw, Y�'N PWY \�`� ' Ii 1A .0 A :j : I I PEARL'S BOOKS I I I I ARSAGNS AT THE MILL FEED & FOLLY IL 0 - WOODSTONE UPTOWN FW-I"Imwr, WEB ANALYTICS AUGUST 2022 VS. AUGUST 2021 USERS: +57.5% .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. SESSIONS: +57m5oYo • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • VISITOR GUIDE DOWNLOADS: +31 3oYo • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • VISITOR GUIDE FLIPBOOK VIEWS: +82.2% WEB ANALYTICS TOP PAGES (YOY Change,, If Applicable) 1. Home Page (+17.5%) 2. Washington County Fair 3. Calendar 4. Soar NWA 5.11 of the Best Things to do in Fayetteville 6. Visitors Guide (42.8%) 7. Dickson Street 8. Roots Festival 9. First Thursday 10. Outdoors (+4U4.0V.1) WEB ANALYTICS TOP 5 STATES (YOY Change,, If Applicable) 1. ARKANSAS +100%) ....................................................... 2. TEXAS (+44m5%) ....................................................... 3.OKLAHOMA (+74m5%) ....................................................... 4.ILLINOIS (+390mO%) ....................................10 ................... 5. MISSOURI (+143m3%) OZCX MARKETING UPDATE OCT. 14=16 (DEC C X Frew By Walmart -UCI W �VE I I CUILE Ct Arkansas FAVETTEVILLE, AR Children's cyclocrossfayetteviIlea r.com (DEC I Presented By: Walmart FAVETTEVILLE, AR BENEFITING ARKANSAS CHILDREN'S NORTHWES JOIN A FANTASTIC WEEKEND OF CYCLO-CROSS FUN! 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Jain us to watch, race, eat, drink, all in support Arkansas Children's Northwest. cyclocrossfayettevil lear.com OZCX • October 14-1 b Fayetteville, AR ob Like Q Comment Cyclo-cross Fayetteville, AR cx Sponsored Q3 OZCX Weekend will have activities for all ages - from rides for kids to amateur racing. It's a weekend you can't miss! 181 cyclocrossfayettevil lear.com Learn more OZCX • October 14-16 Sign up Fayetteville, AR �i% Share I 0!� Like Q Comment II;:> Share OZCX MARKETING UPDATE OZCX WEBSITE TOP STATES 1. ARKANSAS 2. TEXAS 3. CALIFORNIA 4. FLORIDA 5. MISSOURI 6. OKLAHOMA 7. COLORADO 8. OHIO 9. ILLINOIS 10. KANSAS EVENT SPECIFICS • Elite Races - Friday • Amateur Races - Saturday • World Cup - Sunday • Other Events: - Corporate Relay - Street Sprints - Kids " Racing" - Football Watch Party Memo To: Molly Rawn, CEO, Fayetteville Advertising and Promotion Commission; Fayetteville Advertising and Promotion Commissioners From: Tyler Wilson, General Manager, Fayetteville Town Center Date: September 20, 2022 Re: Lease Agreement with 21 Mountain LLC Background: FTC staff currently leases space at 5 West Mountain; the landlord desires an early termination of the lease to accommodate his growing staff. FTC staff pursued several options for office relocation, including a move to the Walker Stone House. We have determined that the space at 21 W Mountain Street suite 225, located in the building owned by the chamber of commerce, will best suit FTC staff needs. Attached is a lease for a monthly rate of $1,725.50 and a total cost of $62,118 over the three-year term. The Chamber has agreed to a small remodel, at their cost, as outlined in the attached MOU. Fayetteville Town Center paid $2,000 month in 2021. Recommendation: The Fayetteville Town Center General Manager and the CEO recommend the commission authorize the CEO to sign a three-year lease agreement with 21 Mountain, LLC for office space beginning October 12'" CHAMBER F A Y E T T E V I L L E Memorandum of Understanding between Fayetteville Advertising and Promotion Commission, d.b.a Fayetteville Town Center and 2a. Mountain, LLC September zo, 2O22 This Memorandum aims to provide details regarding the lease of suite zz5 between the Fayetteville Advertising and Promotion Commission, d.b.a Fayetteville Town Center, and zz Mountain, LLC. zz Mountain, LLC will add two office spaces to suite zz5; one will be located on the first and second floors. 21. Mountain, LLC will be responsible for all costs. Fayetteville Advertising and Promotion Commission, d.b.a Fayetteville Town Center. Date: 21 Mountain, LLC Date: 21 West Mountain, Ste. 300 • P.D. Box 4216 • Fayetteville, AR 72702-4216` TEL 479.521.1710 • FAX 479. 521.1791 • wwwAyettevillear.com Commercial Lease Agreement THIS LEASE (the "Lease" dated this October 2022 BETWEEN: 21 Mountain, LLC (the "Landlord") -AND- Fayetteville Advertising and Promotion Commission, d.b.a Fayetteville Town Center (the "Tenant") (Individually the "Party" and collectively the "Parties") IN CONSIDERATION OF the Landlord leasing certain premises to the Tenant and other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties agree as follows: Leased Property 1. The Landlord agrees to rent to the Tenant the commercial property, described as Fayetteville Advertising and Promotion Commission, d.b.a Fayetteville Town Center located in Suite #225, 21 West Mountain Street, Fayetteville, Arkansas 72701(the "Property"), for use as commercial/business only. Neither the property nor any part of the property will be used at any time during the term of the Lease by the Tenant for the purpose of a private single-family residence or any other business unless approved by Landlord. 2. The property is provided to the Tenant without any furnishings. 3. The term of the Lease commencing at 8:00 am on October . , 2022, and continues until October 29, 2025. 4. Notice to terminate must be given in writing by either party on or before July 1 of the year of the Lease. Failure to give timely and proper notice shall result in the Lease becoming a month -to - month lease. 5. Notwithstanding that the term of this Lease commences on October L 2022, the Tenant is entitled to possession of the property at 8:00 am on October . 2022. fi. Subject to the provisions of this Lease, the Rent for the property is $1,725.50 per month (the "Rent"). 7. The Tenant will pay the Rent on or before thefirstof each and every month of the term of this Lease to the Landlord at 21 West Mountain, Suite #300, Fayetteville, AR 72701, or at any other place as the Landlord may later designate by cash, check or direct debit from a bank or other financial institution. 8. The Tenant will be charged an additional amount of $50.00 for any late payment of Rent. 9. The Tenant will secure a Security Deposit in the amount of $1,000.00. 10. The Landlord will return the Security Deposit at the end of this Lease, less such deductions as provided in the Lease, but no deduction will be made for damage due to reasonable wear and tear nor for any deduction not prohibited by the law. 11. During the term of this Lease or after its termination, the Landlord may charge the Tenant or make deductions from the Security Deposit for any or all the following: a. Repair of walls due to plugs, large nails, or any unreasonable number of holes in the walls, including the repainting of such damaged walls. b. Repainting required to repair the results of any other improper use of excessive damage by the Tenant: c. Unplugging toilets, sinks, and drains. d. Replacing damaged or missing doors, windows, screens, mirrors, or light fixtures. e. Repairing cuts, burns, or water damage to hardwood floors or carpeted areas. f. Any other repairs or cleaning due to any damage beyond normal wear and tear caused or permitted by the Tenant or by any person whom the Tenant is responsible for_ g. The cost of extermination where the Tenant or the Tenant's clients have brought or allowed insects into the property or building. h. Repairs and replacement required where windows are left open which have caused plumbing to freeze or rain or water damage to floors or walls. i. Any other purpose allowed under this Lease or the law. j. Any or all damage caused to other property outside of the rental which was a result of negligence from the renter or anyone whom the renter is responsible for. 12. For the purpose of this clause, the Landlord may charge the Tenant for professional cleaning and repairs if the Tenant has not made alternate arrangement with the Landlord. 13. The Tenant may not use the Security Deposit as payment for the Rent. 14. The Tenant will obtain permission from the Landlord before doing any of the following: a. applying adhesive materials or inserting nails or hooks in walls or ceilings other than two small picture hooks per wall. b. painting, wallpapering, redecorating or in any way significantly altering the appearance of the property. c. removing or adding walls/doors, or performing any structural alterations' d. changing the amount of heat or power normal used on the property as well as installing additional electrical wiring or heating/cooling units. e. placing, exposing, or allowing to be placed or exposed anywhere inside or outside the property any placard, notice or sign for advertising or any other purpose; or f, affixing to or erecting upon or near the property any radio or TV antenna or tower. for no reason can the sprinkler system heads be effected by paint, repair or change of location. The Landlord is responsible for the payment of the following utilities and other charges in relation to the property: electricity, water/sewer, natural gas, garbage collection and janitorial services. The Tenant is hereby advised and understands that the personal property of the Tenant is not insured by the Landlord for either damage or loss, and the Landlord assumes no liability for any such loss. The Tenant shall keep and maintain an all-risk physical damage hazard insurance policy of fire and extended coverage insurance, with earthquake, vandalism, and malicious mischief endorsements, in an amount not less than the full replacement cost of the Premises. Tenant shall name Landlord as named insured in said policy. Similarly, Tenant shall also keep and maintain a policy or policies of comprehensive general liability insurance on the Premises, with limits of not less than One Million Dollars (1,000,000,00) bodily injury and for property damage liability per occurrence. Tenant shall name Landlord as a named insured therein. If and whenever the Tenant is in default in payment of any money, whether hereby expressly reserved or deemed as Rent, or any part of the Rent, the Landlord may, without notice or any form of legal process, enter upon the Premises and seize, remove and sell the Tenant's goods, chattels and equipment from the Premises or seize, remove and sell any goods, chattels and equipment at any place to which the Tenant or any other person may have removed them, in the same manner as if they had remained and been distrained upon the Premises, all notwithstanding any rule of law or equity to the contrary, and the Tenant hereby waives and renounces the benefit of any present or future statute or law limiting or eliminating the Landlord's right of distress. All costs, expenses and expenditures including and, without limitation, complete legal costs incurred by the Landlord on a solicitor/client basis as a result of unlawful detainer ofthe Premises the recovery of any rent due under the Lease, or any breach by the Tenant of any other condition contained in the Lease will forth with upon demand be paid by the Tenant as Additional Rent. All rents including the Base Rent and Additional Rent will bear interest at the rate of Twelve (12%) percent per annum from the due date until paid. This Lease will be construed in accordance with and exclusively governed by the laws of the State of Arkansas and all actions must be fled in Washington County. The invalidity or unenforceability of any provisions of this Lease will not affect the validity or enforce ability of any other provision of this Lease. All other provisions remain in full force and effect. This Lease may only be amended or modified by a written document executed by the Parties. If the property should be damaged other than by the Tenant's negligence or willful act or that of the Tenant's employee, family, agent, or visitor and the Landlord decides not to rebuild or repair the property, the Landlord may end this Lease by giving appropriate notice. The Tenant will promptly notify the Landlord of any damage, or of any situation that may significantly interfere with the normal use ofthe property or to any furnishings supplied by the Landlord. The Tenant will not engage in any illegal trade or activity on or about the property. The Tenant will not keep or have on the property any article or thing of a dangerous, flammable, or explosive character that might unreasonably increase the danger of fire on the property or that might be considered hazardous by any responsible insurance company The Parties will comply with standards of health. sanitation, fire_ building and safety as required by law. The Parties will use reasonable efforts to maintain the property in such a condition as to prevent the accumulation of moisture and the growth of mold. The Tenant will promptly notify the Landlord in writing of any moisture accumulation that occurs or of any visible evidence of mold discovered by the Tenant, The Landlord will promptly respond to any such written notices from the Tenant, At the expiration of the term of this Lease, the Tenant will quit and surrender the property in as good a state and condition as it was when the commencement of this Lease, reasonable use and wear and tear expected, The Tenant will obey all rules and regulations of the Landlord regarding the property. The Tenant will indemnify and hold Landlord harmless from and against any and all liabilities, losses, damages, suits, penalties, claims and demands of every kind, including reasonable attorneys' fees, by or on behalf of any person or governmental authority, occurring in on, or about the Premises and arising at any time during the term and from any cause whatsoever other than by reason of gross negligence or willful misconduct of the Landlord. their employees or agents. For any matter relating to this tenancy, the Tenant may be contacted at the property or through the phone number below. After this Lease has been terminated, the contact information of the Tenant is: Name: Fayetteville Advertising and Promotion Commission, d,b.a Fayetteville Town Center Phone. Post termination notice address: For any matter relating to this Lease, whether during or after this Lease has been terminated, the Landlord's address for notice is: Name: 21 Mountain, LLC Address: 21 West Mountain, Ste. 300, Fayetteville, AR 72701 The contact information for the Property Manager of the Landlord is: Name: Jill Abshier Phone: 479-521-1710 or 479-530-7780 Email address: iabshier&favettevillear corn All monetary amounts stated or referred to in this Lease are based in the United States dollar. Any waiver by the Landlord of any failure by the Tenant to perform or observe the provisions of this Lease will not operate as a waiver of the Landlord's rights under this Lease in respect of any subsequent defaults, breaches, or non-performance and will not defeat or affect in any way the Landlord's rights in respect of any subsequent defaulter breach. This Lease will extend to and be binding upon and insure to the benefit of the respective heirs, executors, administrators, successors and assigns, as the case may be, of each party. All covenants are to be construed as conditions of the Lease. All sums payable by the Tenant to the Landlord pursuant to any provision of the Lease will be deemed to be additional Rent and will be recovered by the Landlord as rental arrears. Locks may not be added or changed without the prior written agreement of both parties. The Tenant will be charged an additional amount of $45.00 for each NSF check or checks returned by the Tenant's financial institution. This Lease constitutes the entire agreement between the Parties. Any prior understanding or representation of any kind preceding the date of the Lease will not be binding on either party except to the extent incorporated in this Lease. The Tenant will indemnify the owner of the property and hold harmless from all liabilities, fines, suits, claims, demands and actions of any kind or nature for which the Landlord will or may become liable or suffer by reason of any breach, violation or non-performance by the Tenant or by any person for whom the Tenant is responsible, of any covenant, term, or provisions hereof or by reason of any act, neglect or default on the part of the Tenant or other person for whom the Tenant is responsible. Such indemnification in respect of any such breach, violation or non-performance, damage to property, injury or death occurring during the term of the Lease will survive the termination of the Lease, notwithstanding anything in this Lease to the contrary. The Tenant agrees that the Landlord will not be liable or responsible in any way for any personal injury or death that may be suffered or sustained by the Tenant or by any person for whom the Tenant is responsible who may be on the Property of the Landlord or for any loss of or damage or injury to any property, including cars and contents thereof belonging to the Tenant or to any other person for whom the Tenant is responsible. The Tenant is responsible for any person or persons who are upon or occupying the property or any other part of the Landlord's premises at the request of the Tenant, either express or implied, whether for the purposes of vising the Tenant, making deliveries, repairs or attending upon the property for any other reason. Without limiting the generality of the foregoing, the Tenant is responsible for all members of the Tenant's family, guests, servants, tradesmen, repairmen, employees, agents, invitees or other similar persons. The Tenant, will not assign this tease, or sublet or grant any concession or license to use the Premises or any part of the Premises. An assignment, subletting, concession, or license, whether by operation of law or otherwise, will be void and will at Landlord's option, terminate this Lease. During the last 30 days of this Lease, the Landlord or the Landlord's agents will have the privilege of displaying the usual "For Rent" signs on the property. IN WITNESS WHEREOF Fayetteville Advertising and Promotion Commission, d.b.a Fayetteville Town Center, LLC and 21 Mountain, LLC have duly affixed their signatures on the of October, 2022. 21 Mountain, LLC Fayetteville Advertising and Promotion Commission, d.b:a Fayetteville Town Center, Per: Per: The Tenant acknowledges receiving a duplicate copy of the Lease signed by the Tenant and Landlord on the day of October 2022. Memo To: Molly Rawn, CEO, Fayetteville Advertising and Promotion Commission; Fayetteville Advertising and Promotion Commissioners From: Amy Stockton, Director of Operations, Experience Fayetteville Date: September 20, 2022 Re: Agreement with TekTrendz, LLC Background: In August, staff issued a Request for Qualifications to select IT providers for Experience Fayetteville and Fayetteville Town Center's IT needs. Three firms responded. TekTrendz met all of the qualificiations and was deemed the most cost effective of the qualified respondants. The monthly rate will be $2,910 for an annual budget impact of $34,920. This would represent a change in providers for managed IT Services; our current provider requires notice of non -renewal by September 30, 2022. Recommendation: Staff recommends the commission authorize the CEO to accept the quote for services and master services agreement from TekTrendz, LLC for managed IT services for a two-year term at the rate of $2,910 monthly. Tr'c- n d z I We have prepared a quote for you Managed Service Proposal IQuote # 000181 Version 1 Prepared for: Experience Fayetteville Molly Rawn mrawn@experiencefayetteville.com 700 N 13th Street Suite B Rogers, Arkansas 72756 www.tektrendz.com 479-6968268 Introduction TekTrendzLLC is a Technology Service Provider located in North West Arkansas and practicing since 2006. We support clients with environments that range from 10 to 75+ workstations across many different industries. General Services • Managed Technology Services • Business Continuity and Disaster Recovery • Voice Communication System Sales and Support • Cyber Security • Network Design and Consulting • Cloud Services TekTrendzManagementTeam Rob Brothers — Partner Sam Bridges — Partner Katherine Bartgis — Business Manager Nickolas Newnham — Engineering Manager Statement of Work This Statement of Work ("SOW") is governed under the provisions of the Master Service Agreement located at https://tektrendz.com/ttmsay (the "MSA"). By accepting this SOW, you also accept the provisions of the MSA. If you cannot access or do not agree with the provisions of the MSA, then you should not sign this SOW and you should contact us for additional information. Only the services described in this SOW ("Services") will be provided by TekTrendz between TekTrendz, LLC ("us", "our", "we" or "TekTrendz"). Any services that are not specifically described in this SOW will be out of scope and will not be provided unless otherwise agreed to by us in writing. This SOW is effective as of the date that you sign this SOW, below ("Effective Date"). Quote #000181 v1 Page: 2 of 15 700 N 13th Street Suite B Rogers, Arkansas 72756 www.tektrendz.com 479-6968268 Aid % Scope of Onboarding Services • Uninstall any monitoring tools or other software installed by previous IT consultants. • Compile a full inventory of all protected servers, workstations, and laptops. • Uninstall any previous virus protection and install our managed antivirus application. • Install remote support access application on each managed device to enable remote support. • Uninstall any unsupported remote connection tools. • Configure patch management application and check for missing security updates. • Uninstall unsafe applications or applications that are no longer necessary. • Optimize device performance including disk cleanup, antivirus, and spyware scans. • Review firewall configuration and other network infrastructure devices. • Review status of battery backup protection on all devices. • Stabilize network and assure that all devices can securely access the file server. • Review and document current server configuration and status. • Determine existing backup strategy and status; prepare backup options for consideration. • Remove administrator access from user accounts. • Review password policies and update user and device passwords. • As applicable, make recommendations for changes that should be considered to the managed environment. If deficiencies are discovered during the onboarding process, we will bring those issues to your attention and discuss the impact of the deficiencies on our provision of our monthly managed services. Please note, unless otherwise expressly stated in this SOW, onboarding- related services do not include the remediation of any issues, errors, or deficiencies ("Issues"), and we cannot guarantee that all Issues will be detected during the onboarding process. Onboarding Services - Deliverables Description Price Qty Ext. Price Onboarding System Audit $1,000.00 1 $1,000.00 Updates to Wireless Network (TBD) $0.00 1 $0.00 To Be Determined Subtotal: $1,000.00 Quote #000181 v1 Page: 3 of 15 700 N 13th Street Suite B Rogers, Arkansas 72756 www.tektrendz.com 479-6968268 Afi dr Scope of Recurring Services Ongoing / Recurring Services. Ongoing/recurring services begin upon the completion of onboarding services (if any). Firewall Updates TekTrendzwill regularly review your firewall device for available updates and apply those updates. Wireless Network Updates TekTrendzwill regularly review your wireless network device for available updates and apply those updates. Server Support Each Windows Server will be provided the following services: - RMM Software Agent - Microsoft Windows Patch Management - Endpoint Protection/MDR Business Continuity & Disaster Recovery TekTrendzwill proactively implement and manage backup services for your on -premise servers. Recurring Services - Deliverables Product Details Recurring Price Qty Ext. Recurring Managed User Plus $150.00 20 $3,000.00 Each subscribed user will be provided the following services on company owned equipment: • R M M Software Agent • Microsoft Windows Patch Management • Endpoint Protection/MDR/Threat Hunting • Office/Microsoft 365 Standard subscription • EMail filtering • Security Awareness Training • 0365 Backup • "Remote Workforce" capabilities that allow end users access to remote control their workstation from a home or other internet connected workstation are available. This option is configured by client management request only. • Unlimited Help Desk Services Monthly Subtotal: $3,000.00 Quote #000181 v1 Page: 4 of 15 Suite B i 700 N 13th SI/ Rogers, M www.t ' t (IF TckTrcndz BCDR Services Business Continuity & Disaster Recovery. TekTrendzwill proactively implement and manage the following backup services: Automated day-to-day backup to an onsite backup appliance ("Backup Appliance"); Automated day-to-day cloud -based (i.e., offsite) backup at highly redundant data centers, with automatic failover connectivity capabilities. 24/7/365 monitoring of the backup system, including both on- and off -site backup systems; Troubleshooting and remediation of failed backup disks within the Backup Appliance; Preventive maintenance and management of imaging software; Firmware and software updates of Backup Appliance; Problem analysis by TekTrendz network operations team; and, Monitoring of backup successes and failures. Additional Specifications. Storage Limitation: The local appliance is equipped with 1T13 of raw storage space and 1T13 of 1 year Time Based Retention Cloud storage. Backup Frequency: On -site backups will occur at least once daily, generally at 10:00 PM. If you need to modify this schedule or require more frequent backups, please contact us. Backup Data Security: All backed up data is initially configured to be encrypted in transit and at rest in 256-bit AES encryption. All cloud facilities housing backed up data, implement physical security controls and logs, including security cameras, and have multiple internet connections with failover capabilities. License Grant. All Backup Appliances are embedded with proprietary software ("BDR Software"). TekTrendzhereby grants to Client, a non- exclusive, royalty free, non -transferable license, during the term of this SOW,to use the BDR Software in conjunction with the BDR-related services provided by TekTrendz. Client shall not reverse engineer, de -compile or otherwise use the BDR Software in any manner not specifically authorized by TekTrendz. Recovery of Backed -up Data. You must contact us if data recovery services are needed. Data Recovery is not included in the monthly service fee and is charcled on a perincident basis at our current hourly rate. We will make your backed up data available to you in a hosted, virtual environment. Your access to the backed up data will continue for a period of two (2) weeks; extended access time is available at an additional cost per incident. Covered Equipment/Hardware/Software The Services will be applied to the equipment and software listed in this SOW ("Recurring Services - Deliverables"). All Supported Software must, at all times, be properly licensed, and under a maintenance and support agreement from the Supported Software's manufacturer. In this SOW, Covered Hardware and Supported Software will be referred to as the "Environment." e> RMM Remote Monitoring and Management. TekTrendz RMM service operates on a 24x7 basis, constantly monitoring managed equipment for errors, alerts, and pre -defined events. Should an error, alert, or event occur, then our technicians will be notified and we will handle the situation(s) in accordance with our service levels, defined below. Our RMM service also permits us to remotely execute network -related management activities, such as modify network configurations, install updates, and run scripts to test the overall health of your managed network. Quote #000181 v1 Page: 5 of 15 700 N 13th Street Suite B Rogers, Arkansas 72756 www.tektrendz.com 479-6968268 Help Desk Support (IF TckTrcndz • Help Desk Support Services are included and provided via Telephone and Remote -Control during TekTrendz regular business hours and via Chat and Remote -Control after TekTrendzregular business hours. • Support requests and remediation are limited to the Environment detailed in the attached Managed Environment Schedule. • Support requests for anything not detailed in the attached Managed Environment Schedule or otherwise not listed will be charged at our current hourly rate. The activities that are performed as part of Help Desk Support Services include: • Windows general help and "how-to" support • Mac OSX general help and "how-to" support • Google apps and web app help • Internet connectivity troubleshooting • Restore connectivity to network devices and servers • PC/Mac productivity application installation and usage help • Tablet, mobile device general help • Error message troubleshooting (OS or application) • Suspected virus detection / virus removal • Slow computer troubleshooting • Email client troubleshooting • Email client configuration • Local printer/ scanner usage help • Web browser help • Network Interface Card help • Support for operating system registry issues (if we're able to backup the registry prior) • Email server support including: o Add/disable users, troubleshoot errors (no server configuration or installations) o add/remove users to distribution lists, create distribution lists in email portals (e.g. Office 365, GMail) • Support for network printers and scanners (no server configuration or installations) • Add/Enable/Disable user accounts on a domain (new user accounts are generally provisioned in 24 hours) • Resolve remote access issues including VPN • Password resets Physical Locations Covered by Managed Services Services will be provided remotely unless, in our discretion, we determine that an onsite visit is required. TekTrendzvisits will be scheduled in accordance with the priority assigned to the issue (below), and are subject to technician availability. Unless we agree otherwise, all onsite Services will be provided at Client's primary office location listed in this SOW. Additional fees may apply for onsite visits: Please review the Service Level section below for more details. Quote #000181 v1 Page: 6 of 15 (IF TckTrcndz Assumptions/Minimum Requirements/Exclusions The scheduling, fees and provision of the Services are based upon the following assumptions and minimum requirements : • Server hardware must be under current manufacturer warranty coverage. • All equipment with Microsoft Windows° operating systems must be running then -currently supported versions of such software and have all of the latest Microsoft service packs and critical updates installed. • All software must be genuine, licensed, and vendor -supported. • Server file systems and email systems (if applicable) must be protected by licensed and up-to-date virus protection software. • The Environment must have a currently licensed, vendor -supported server -based backup solution that can be monitored. • All wireless data traffic in the environment must be securely encrypted. • There must be an outside static IP address assigned to a network device, allowing VPN/RDP/ control access. • All servers must be connected to working UPS devices. • Recovery coverage assumes data integrity of the backups or the data stored on the backup devices. We do not guarantee the integrity of the backups or the data stored on the backup devices. Server restoration will be to the point of the last successful backup. • Client must provide all software installation media and key codes in the event of a failure. • Any costs required to bring the Environment up to these minimum standards are not included in this SOW. • Client must provide us with exclusive administrative privileges to the Environment. • Client must not affix or install any accessory, addition, upgrade, equipment, or device on to the firewall, server, or NAS appliances (other than electronic data) unless expressly approved in writing by us. Exclusions . Services that are not expressly described in this SOW are out of scope and will not be provided to Client unless otherwise agreed, in writing, by TekTrendz. Without limiting the foregoing, the following services are expressly excluded, and if required to be performed, must be agreed upon by TekTrendzin writing: o Customization of third party applications, or programming of any kind. This includes, but is not limited to, voice system programming, auto -attendant, call routing, and time frame adjustments after initial system configuration. o Support for operating systems, applications, or hardware no longer supported by the manufacturer. o Data/voice wiring or cabling services of any kind. o Battery backup replacement. o Equipment relocation. o Project, Engineering, or Design Services o The cost to bring the Environment up to the Minimum Requirements (unless otherwise noted in "Scope of Services" above). o The cost of repairs to hardware or any supported equipment or software, or the costs to acquire parts or equipment, or shipping charges of any kind. o Consumables: Ink, toner, hardware maintenance kits, and paper. Quote #000181 v1 Page: 7 of 15 700 N 13th Street Suite B Rogers, Arkansas 72756 www.tektrendz.com 479-6968268 % Services Levels Automated monitoring is provided on an ongoing (i.e., 24x7x365) basis; response, repair, and/or remediation services (as applicable) will be provided only during business hours unless otherwise specifically stated in this SOW. We will respond to problems, errors, or interruptions in the provision of the Services in the timeframe(s) described below. Severity levels will be determined by TekTrendz in our discretion after consulting with the Client. All remediation services will initially be attempted remotely; TekTrendz will provide onsite service only if remote remediation is ineffective and, under all circumstances, only if covered under the Service plan selected by Client. Trouble/Response Critical problem: Service not available (all users and Response within one (1) business hour after notification. functions unavailable) Significant degradation of service (large number of Response within two (2) business hours after notification. users or business critical functions affected) Limited degradation of service (limited number of users Response within four (4) business hours after notification. or functions affected, business process can continue). Regular business hours are Monday— Friday 8:OOa — S:OOp. Observed holidays include (but are not limited to) the following: o New Year's Day o Memorial Day o Independence Day o Labor Day o Thanksgiving o Christmas * All time frames are calculated as of the time that TekTrendz is notified of the applicable issue / problem by Client through TekTrendz designated Chat, e-mail help@tektrendz.com, or by telephone at 479-696-8268. Notifications received in any manner other than described herein may result in a delay in the provision of remediation efforts. Extended Hours are not included. If Extended Hours support is provided, Client will be billed for such support at one and one-half times (1.5x) our then -current hourly rates, with a minimum of one (1) hour. Holiday requests will be billed for such support at 2 times (2x) our then -current hourly rates, with a minimum of two (2) hours. All partial hours after the first hour are billed in fifteen (15) minute increments, with partial increments billed to the next higher increment. Quote #000181 v1 Page: 8 of 15 t (IF TckTrcndz Fees Initial Onboarding Fees. All fees are due and payable in full prior to the commencement of the Services. Changes to Environment. Initially, you will be charged the monthly fees indicated above. Thereafter, if the monitored environment changes, or if the number of authorized users accessing the monitored environment changes, then you agree that the fees will be automatically and immediately modified to accommodate those changes. If workstations added after completion of the onboarding phase are sourced through TekTrendz, we will extend a flat rate configuration fee of $175.00 per workstation. Customer provided equipment added after completion of the onboarding phase will be configured and charged at our current hourly rate. Minimum Monthly Fees. The initial Fees indicated in this SOW are the minimum monthly fees ("MMF") that will be charged to you during the term. You agree that the MMF will not decrease, regardless of the number of users or devices to which the Services are directed or applied, unless we agree to a reduction. All modifications to the amount of hardware, devices, or authorized users under this SOW (as applicable) must be in writing and accepted by both parties. Increases. In addition, we reserve the right to increase our monthly recurring fees; provided, however, if an increase is more than five percent (5%) of the fees charged for the Services in the prior calendar year, then you will be provided with a sixty (60) day opportunity to terminate the Services by providing us with written notice of termination. You will be responsible for the payment of all fees that accrue up to the termination date and all pre -approved, non-mitigatable expenses that we incurred in our provision of the Services through the date of termination. Your continued acceptance or use of the Services after this sixty (60) day period will indicate your acceptance of the increased fees. Current Hourly Rates. We extend a discounted hourly rate for clients who utilize our service agreements. This rate applies to services that are requested but not covered within this agreement. As of the published date of this agreement our discounted hourly rate is $125 per hour. This rate is subject to change. Please see the Service Levels section for extended and holiday billing information. Travel Time. If onsite services are provided, we will travel up to 30 minutes from our office to your location at no charge. Time spent traveling beyond 30 minutes (e.g., locations that are beyond 30 minutes from our office, occasions on which traffic conditions extend our drive time beyond 30 minutes one-way, etc.) will be billed to you at half our then current hourly rates. In addition, you will be billed for all tolls, parking fees, and related expenses that we incur if we provide onsite services to you. Onsite services will be billed at a minimum of one (1) hour using our current hourly rates. Appointment Cancellations. You may cancel or reschedule any onsite appointment with us at no charge by providing us with notice of cancellation at least one business day in advance. If we do not receive timely notice of cancellation/re-scheduling, or if you are not present at the scheduled time or if we are otherwise denied access to your premises at a pre -scheduled appointment time, then you agree to pay us a cancellation fee equal to two (2) hours of our normal consulting time (or non -business hours consulting time, whichever is appropriate), calculated at our then -current hourly rates. Quote #000181 v1 Page: 9 of 15 700 N 13th Street Suite B Rogers, Arkansas 7 www.te 479-6 % Removal of Software Agents; Return of Hardware Appliances Unless we expressly direct you to do so, you will not remove or disable, or attempt to remove or disable, any software agents that we installed in the Environment. Doing so without our guidance may make it difficult or impracticable to remove the software agents, which could result in network vulnerabilities and/or the continuation of license fees for the software agents for which you will be responsible, and/or the requirement that we remediate the situation at our then -current hourly rates, for which you will also be responsible. Depending on the particular software agent and the costs of removal, we may elect to keep the software agent in the Environment but in a dormant and/or unused state. Within ten (10) days after being directed to do so, Client will remove, package and ship, at Client's expense and in a commercially reasonable manner, all hardware, equipment, and accessories provided to Client by TekTrendzthat were used in the provision of the Services. If you fail to timely return all equipment to us, or if the equipment is returned to us damaged (normal wear and tear excepted), then we will have the right to charge you, and you hereby agree to pay, the replacement value of all such unreturned or damaged equipment. Additional Terms Monitoring Services; Alert Services Unless otherwise indicated in this SOW, all monitoring and alert -type services are limited to detection and notification functionalities only. Monitoring levels will be set by TekTrendz,and Client shall not modify these levels without our prior written consent. Remediation Unless otherwise provided in this SOW, remediation services will be provided in accordance with the recommended practices of the managed services industry. Client understands and agrees that remediation services are not intended to be, and will not be, a warranty or guarantee of the functionality of the Environment, or a service plan for the repair of any particular piece of managed hardware or software. Configuration of Third Party Services Certain third party services provided to you under this SOW may provide you with administrative access through which you could modify the configurations, features, and/or functions ("Configurations") of those services. However, any modifications of Configurations made by you without our knowledge or authorization could disrupt the Services and/or or cause a significant increase in the fees charged for those third party services. For that reason, we strongly advise you to refrain from changing the Configurations unless we authorize those changes. You will be responsible for paying any increased fees or costs arising from or related to changes to the Configurations. Modification of Environment Changes made to the Environment without our prior authorization or knowledge may have a substantial, negative impact on the provision and effectiveness of the Services, and may impact the fees charged under this SOW. You agree to refrain from moving, modifying, or otherwise altering any portion of the Environment without our prior knowledge or consent. For example, you agree to refrain from adding or removing hardware from the Environment, installing applications on the Environment, or modifying the configuration or log files of the Environment without our prior knowledge or consent. Anti -Virus: Anti-Malware Our anti -virus / anti-malware solution will generally protect the Environment from becoming infected with new viruses and malware ("Viruses"); however, Viruses that exist in the Environment at the time that the security solution is implemented may not be capable of being removed without additional services, for which a charge may be incurred. We do not warrant or guarantee that all Viruses and malware will be capable of being detected, avoided, or removed, or that any data erased, corrupted, or encrypted by malware will be recoverable. In SOW to improve security awareness, you agree that TekTrendz or its designated third party affiliate may transfer information about the results of Quote #000181 v1 Page: 10 of 15 (IF TckTrcndz Additional Terms processed files, information used for URL reputation determination, security risk tracking, and statistics for protection against spam and malware. Any information obtained in this manner does not and will not contain any personal or confidential information. Breach/Cyber Security Incident Recovery Unless otherwise expressly stated in this SOW, the scope of the Services do not include the remediation and/or recovery from a Security Incident (defined below). Such services, if requested by you, will be provided on a time and materials basis under our then -current hourly labor rates. Given the varied number of possible Security Incidents, we cannot and do not warrant or guarantee (i) the amount of time required to remediate the effects of a Security Incident (or that recovery will be possible under all circumstances), or (ii) that all data impacted by the incident will be recoverable. For the purposes of this paragraph, a Security Incident means any unauthorized or impermissible access to or use of the Environment, or any unauthorized or impermissible disclosure of Client's confidential information (such as user names, passwords, etc.), that (i) compromises the security or privacy of the information or applications in, or the structure or integrity of, the Environment, or (ii) prevents normal access to the Environment, or impedes or disrupts the normal functions of the Environment. Fair Usage Policy Our Fair Usage Policy ("FUP") applies to all Services that are described or designated as "unlimited." An "unlimited" service designation means that, subject to the terms of this FUP, you may use the service as reasonably necessary for you to enjoy the use and benefit of the service without incurring additional time -based or usage -based costs. However, unless expressly stated otherwise in this SOW, all unlimited services are provided during our normal business hours only and are subject to our technicians' availabilities, which cannot always be guaranteed. In addition, we reserve the right to assign our technicians as we deem necessary to handle issues that are more urgent, critical, or pressing than the request(s) or issue(s) reported by you. Consistent with this FUP, you agree to refrain from (i) creating urgent support tickets for non -urgent or non -critical issues, (ii) requesting excessive support services that are inconsistent with normal usage patterns in the industry (e.g., requesting support in lieu of training), (iii) requesting support or services that are intended to interfere, or may likely interfere, with our ability to provide our services to our other customers. Patch Management We will keep all managed hardware and managed software current with critical patches and updates ("Patches") as those Patches are released generally by the applicable manufacturers. Patches are developed by third party vendors and, on rare occasions, may make the Environment, or portions of the Environment, unstable or cause the managed equipment or software to fail to function properly even when the Patches are installed correctly. We will not be responsible for any downtime or losses arising from or related to the installation or use of any Patch. We reserve the right, but not the obligation, to refrain from installing a Patch if we are aware of technical problems caused by a Patch, or we believe that a Patch may render the Environment, or any portion of the Environment, unstable. Backup (BDR) Services All data transmitted over the Internet may be subject to malware and computer contaminants such as viruses, worms and trojan horses, as well as attempts by unauthorized users, such as hackers, to access or damage Client's data. Neither TekTrendz nor its designated affiliates will be responsible for the outcome or results of such activities. BDR services require a reliable, always -connected internet solution. Data backup and recovery time will depend on the speed and reliability of your internet connection. Internet and telecommunications outages will prevent the BDR services from operating correctly. In addition, all computer hardware is prone to failure due to equipment malfunction, telecommunication -related issues, etc., for which we will be held harmless. Due to technology limitations, all computer hardware, including communications equipment, network servers and related equipment, has an error transaction rate that can be minimized, but not eliminated. TekTrendz cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that TekTrendz shall be held harmless if such data corruption or loss occurs. Client is strongly advised to keep a local backup of all of stored data to mitigate against the unintentional loss of data. Procurement Quote #000181 v1 Page: 11 of 15 700 N 13th Street Suite B Rogers, Arkansas 7 www.te 479-6 Additional Terms Equipment and software procured by TekTrendz on Client's behalf ("Procured Equipment") may be covered by one or more manufacturer warranties, which will be passed through to Client to the greatest extent possible. By procuring equipment or software for Client, TekTrendz does not make any warranties or representations regarding the quality, integrity, or usefulness of the Procured Equipment. Certain equipment or software, once purchased, may not be returnable or, in certain cases, may be subject to third party return policies and/or re- stocking fees, all of which shall be Client's responsibility in the event that a return of the Procured Equipment is requested. TekTrendz is not a warranty service or repair center. TekTrendzwill facilitate the return or warranty repair of Procured Equipment; however, Client understands and agrees that the return or warranty repair of Procured Equipment is governed by the terms of the warranties (if any) governing the applicable Procured Equipment, for which TekTrendzwill be held harmless. IT Strategic Planning Suggestions and advice rendered to Client are provided in accordance with relevant industry practices, based on Client's specific needs and TekTrendz opinion and knowledge of the relevant facts and circumstances. By rendering advice, or by suggesting a particular service or solution, TekTrendzis not endorsing any particular manufacturer or service provider. VCTO or VCIO Services The advice and suggestions provided us in our capacity as a virtual chief technology or information officer will be for your informational and/or educational purposes only. TekTrendz will not hold an actual director or officer position in Client's company, and we will neither hold nor maintain any fiduciary relatonship with Client. Under no circumstances shall Client list or place the TekTrendz on Client's corporate records or accounts. Sample Policies, Procedures From time to time, we may provide you with sample (i.e., template) policies and procedures for use in connection with Client's business ("Sample Policies"). The Sample Policies are for your informational use only, and do not constitute or comprise legal or professional advice, and the policies are not intended to be a substitute for the advice of competent counsel. You should seek the advice of competent legal counsel prior to using or distributing the Sample Policies, in part or in whole, in any transaction. We do not warrant or guarantee that the Sample Policies are complete, accurate, or suitable for your (or your customers') specific needs, or that you will reduce or avoid liability by utilizing the Sample Policies in your (or your customers') business operations. No Third Party Scanning Unless we authorize such activity in writing, you will not conduct any test, nor request or allow any third party to conduct any test (diagnostic or otherwise), of the security system, protocols, processes, or solutions that we implement in the managed environment ("Testing Activity"). Any services required to diagnose or remediate errors, issues, or problems arising from unauthorized Testing Activity is not covered under this SOW, and if you request us (and we elect) to perform those services, those services will be billed to you at our then -current hourly rates. HaaS You will use all TekTrendz -hosted or TekTrendz-supplied equipment and hardware (collectively, "Infrastructure") for your internal business purposes only. You shall not sublease, sublicense, rent or otherwise make the Infrastructure available to any third party without our prior written consent. You agree to refrain from using the Infrastructure in a manner that unreasonably or materially interferes with our other hosted equipment or hardware, or in a manner that disrupts or which is likely to disrupt the services that we provide to our other clientele. We reserve the right to throttle or suspend your access and/or use of the Infrastructure if we believe, in our sole but reasonable judgment, that your use of the Infrastructure is violates the terms of this SOW or the Agreement. Unsupported Configuration Elements Or Services Quote #000181 v1 Page: 12 of 15 (IFTckTrcndz Additional Terms If you request a configuration element (hardware or software) or hosting service in a manner that is not customary at TekTrendz, or that is in "end of life" or "end of support" status, we may designate the element or service as "unsupported," "non-standard," "best efforts," "reasonable endeavor," "one-off," "EOL," "end of support," or with like term in the service description (an "Unsupported Service"). We make no representation or warranty whatsoever regarding any Unsupported Service, and you agree that we will not be liable for any loss or damage arising from the provision of an Unsupported Service. Deployment and service level guarantees shall not apply to any Unsupported Service. Licenses If we are required to re -install or replicate any software provided by you as part of the Services, then it is your responsibility to verify that all such software is properly licensed. We reserve the right, but not the obligation, to require proof of licensing before installing, re -installing, or replicating software into the managed environment. The cost of acquiring licenses is not included in the scope of this SOW unless otherwise expressly stated therein. Quote #000181 v1 Page: 13 of 15 Managed Service Proposal Prepared by: TekTrendz - Rogers Rob Brothers (479) 696-8268 rob@tektrendz.com Quote Summary L�TckTrcndz Prepared for: Experience Fayetteville 21 South Block Ave, STE 100 Fayetteville, 72701 Molly Rawn (479) 935-4709 mrawn@experiencefayetteville.com Quote Information: Quote #: 000181 Version: 1 Delivery Date: 09/20/2022 Expiration Date: 10/05/2022 Description Amount Onboarding Services - Deliverables $1,000.00 Total: $1,000.00 Monthly Recurring Summary Description Amount Recurring Services - Deliverables $3,000.00 Monthly Total: $3,000.00 Payment Options Description Payments Interval Amount Term Options 12 Months 12 Monthly $3,000.00 24 Months 24 Monthly $2,910.00 36 Months 36 Monthly $2,790.00 Quote #000181 v1 Page: 14 of 15 (IFTckTrcndz Summary of Selected Payment Options Description Amount Term Options: 24 Months Selected Recurring Payment $2,910.00 Total of Recurring Payments $69,840.00 The Services will commence, and billing will begin, on a date to be provided to you by TekTrendz which will be no more than ten (10) days from the Effective Date of this SOW ("Commencement Date"). We reserve the right to delay the Commencement Date until all onboarding/transition services (if any) are completed, and all deficiencies / revisions identified in the onboarding process (if any) are addressed or remediated to TekTrendz satisfaction. The Services will continue for an initial two (2) year term ("Initial Term") until terminated as provided in the Agreement or this SOW, below. Renewal. After the expiration of the Initial Term, this SOW will automatically renew for contiguous terms equal to the Initial Term unless either party notifies the other of its intention to not renew the Services no less than thirty (30) days before the end of the then -current term. Taxes, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors. TekTrendz - Rogers Signature: Name: Rob Brothers Date: 09/20/2022 Experience Fayetteville Signature: Name: Molly Rawn Date: Quote #000181 v1 Page: 15 of 15 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz (TTEKTRENDZ TekTrendz, LLC Master Services Agreement The following terms and conditions govern the relationship between TekTrendz, LLC ("us,", "our," "we," or "TekTrendz") and you, and limits our liability for any services or products that we provide to you. Please read these terms carefully and keep a copy for your records. SCOPE; SERVICES a) Scope. This master services agreement (this "Agreement") governs all services that we perform for you, as well as any licenses, services, or products that we facilitate for you, or that we sell or re -sell to you (collectively, the "Services"). b) Statements of Work. The Services are not described in this Agreement; instead, we may perform a requested or required service for you or, from time to time you will be provided with a quote, proposal, statement of services or statement of work (each a "SOW") that describes, summarizes, and/or defines the scope and provision of the Services. By accepting our Services and/or an applicable SOW, you agree to the terms of this Agreement. If you do not agree to the terms of this Agreement, then you should not retain TekTrendz's services or accept a SOW. c) Versioning. The version of this Agreement can be identified by the "Last Updated" reference located at the bottom of this document. Upon agreeing to an SOW, you should refer back to this document and note the version of this Agreement that applies to that particular SOW. d) Conflict. If there is a specific, material difference or a direct conflict between the language in a SOW and the language in this Agreement, then the language of the SOW will control. GENERAL REQUIREMENTS a) Environment. For the purposes of this Agreement, "Environment" means, collectively, any computer network (cloud -based or otherwise), computer system, peripheral or device (virtual or physical) acquired, installed, maintained, monitored, or operated by us for you or on your behalf. To avoid a delay or negative impact on our provision of the Services, https://tektrendz.com/ttmsa/ 1 /17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz during the term of the Services we strongly advise you to refrain from modifying or moving the Environment or installing software in the Environment, unless we expressly authorize such activity. In all situations (including those where we are co -managing an Environment with your internal IT department), we will not be responsible for changes to the Environment or issues that arises from those changes that are not authorized by us. b) Requirements. Everything in the Environment must be genuine and licensed —including all hardware, software, etc. If we ask for proof of authenticity and/or licensing, you must provide us with such proof. If we require certain minimum hardware or software requirements ("Minimum Requirements"), you agree to implement and maintain those Minimum Requirements as an ongoing requirement of us providing the Services to you. c) Updates. Patches and updates to hardware and software ("Updates") are created and distributed by third parties —such as equipment or software manufacturers —and may be supplied to us from time to time for installation into the Environment. If Updates are provided to you as part of the Services, we will implement and follow the manufacturers' recommendations for the installation of Updates; however, (i) we do not warrant or guarantee that any Update will perform properly, (ii) we will not be responsible for any downtime or losses arising from or related to the installation, use, or inability to use any Update, and (iii) we reserve the right, but not the obligations, to refrain from installing an Update until we have determined, in our reasonable discretion, that the Updates will be compatible with the configuration of the Environment and materially beneficial to the features or functionality of the affected software or hardware. d) Third Party Support. If, in our discretion, a hardware or software issue requires vendor or OEM support, we may contact the vendor or OEM (as applicable) on your behalf and invoice you for all fees and costs involved in that process. If the fees or costs are anticipated in advance or exceed $300, we will obtain your permission before incurring such expenses on your behalf unless exigent circumstances require us to act otherwise. e)Advice, Instructions. From time to time, we may provide you with specific advice and directions related to the Services ("Advice"). For example, our Advice may include increasing server or hard drive capacity, increasing CPU power, replacing obsolete equipment, or refraining from engaging in acts that disrupt the Environment or that make the Environment less secure. You are strongly advised to promptly follow our advice which, depending on the situation, may require you to make additional purchases or investments in the Environment at your sole cost. We are not responsible for any problems or issues (such as downtime or security -related issues) caused by your failure to promptly follow our Advice. If, in our discretion, your failure to follow our Advice renders part or all of the Services economically or technically unreasonable to provide, then we may terminate the applicable Services for cause by providing notice of termination to you. Unless specifically and expressly stated in writing by us (such as in a SOW), any services required to https://tektrendz.com/ttmsa/ 2/17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz remediate issues caused by your failure to follow our Advice, or your unauthorized modification of the Environment, as well as any services required to bring the Environment up to or maintain the Minimum Requirements, are out -of -scope. f) Prioritization. All Services will be performed on a schedule, and in a prioritized manner, as we deem reasonable and necessary. Exact commencement / start dates may vary or deviate from the dates we state to you depending on the Service being provided and the extent to which prerequisites (if any), such as transition or onboarding activities, must be completed. g)Authorized Contact(s). We will be entitled to rely on any directions or consent provided by your personnel or representatives who are authorized to provide such directions or consent ("Authorized Contacts"). If no Authorized Contact is identified in an applicable SOW or if a previously identified Authorized Contact is no longer available to us, then your Authorized Contact will be the person (i) who accepted the SOW, and/or (ii) who is generally designated by you during the course of our relationship to provide us with direction or guidance. We will be entitled to rely upon directions and guidance from your Authorized Contact until we are affirmatively made aware of a change of status of the Authorized Contact. If your change is provided to us in writing (physical document or by email), then the change will be implemented within two (2) business days after the first business day on which we receive your change notice. If your change notice is provided to us in person or by telephone (live calls only), the change will be implemented on the same business day in which the conversation takes place. Do not use a ticketing system or help desk request to notify us about the change of an Authorized Contact; similarly, do not leave a recorded message for us informing us of a change to your Authorized Contact. We reserve the right to delay the Services until we can confirm the Authorized Contact's authority within your organization. h) Insurance. If you are supplied with TekTrendz-owned equipment or accessories ("TekTrendz Equipment"), you agree to acquire and maintain, at your sole cost, insurance for the full replacement value of that equipment. TekTrendz must be listed as an additional insured / loss payee on any policy acquired and maintained by you under this Agreement, and the policy will not be canceled or modified during the term of the applicable Services without prior notification to TekTrendz. Upon our request, you agree to provide proof of insurance to us, including proof of payment of any applicable premiums or other amounts due under the insurance policy. FEES; PAYMENT a) Fees. You agree to pay the fees, costs, and expenses charged by us for the Services as described in each SOW or other written invoice (electron ic/emailed invoices are acceptable). You are responsible for sales tax and any other taxes or governmental fees associated with the Services. If you qualify for a tax exemption, you must timely provide us https://tektrendz.com/ttmsa/ 3/17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz with a valid certificate of exemption or other appropriate proof of exemption. You are also responsible for all freight, insurance, and taxes (including but not limited to import or export duties, sales, use, value add, and excise taxes). b) Schedule. All undisputed fees will be due and payable in advance of the provision of the Services. If applicable, recurring payments made by ACH will be deducted from your designated bank account on the first business day of the month in which the Services are to be provided, or if applicable, your designated credit card will be charged on the first business day of the month in which the Services are to be provided. Generally, all prices anticipate automatic monthly recurring payment by you; payments by any other methods may result in increased fees or costs. c) Nonpayment. Fees that remain unpaid for more than fifteen (15) days after the date on the applicable invoice will be subject to interest on the unpaid amount(s) until and including the date payment is received, at the lower of either 1 % per month or the maximum allowable rate of interest permitted by applicable law. We reserve the right, but not the obligation, to suspend part or all of the Services without prior notice to you in the event that any portion of undisputed fees are not timely received by us, and monthly or recurring charges shall continue to accrue during any period of suspension. Notice of disputes related to fees must be received by us within sixty (60) days after the applicable Service is rendered or the date on which you pay an invoice, whichever is later; otherwise, you waive your right to dispute the fee thereafter. A re -connect fee of up to five percent (5%) may be charged to you if we suspend the Services due to your nonpayment. Time is of the essence in the performance of all payment obligations by you. ACCESS You hereby grant to us and our designated third party vendors the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access the Environment solely as necessary to enable us or our vendors, as applicable, to provide the Services. Depending on the Service, we may be required to install one or more software agents into the Environment through which such access may be enabled. It is your responsibility to secure, at your own cost and prior to the commencement of any Services, any necessary rights of entry, licenses (including software licenses), permits or other permissions necessary for TekTrendz or its vendors to provide Services to the Environment and, if applicable, at your designated premises, both physically and virtually. Proper and safe environmental conditions must be provided and assured by you at all times. TekTrendz shall not be required to engage in any activity or provide any Services under conditions that pose or may pose a safety or health concern to any personnel, or that would require extraordinary or non -industry standard efforts to achieve. LIMITED WARRANTIES; LIMITATIONS OF LIABILITY https://tektrendz.com/ttmsa/ 4/17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz a) Hardware/Licenses Purchased Through TekTrendz. All hardware, software licenses, peripherals, or accessories purchased through us ("Third Party Products") are generally nonrefundable once the product is obtained from our third party provider or reseller. If you require a refund, then the third party provider's or reseller's return policies shall apply. We do not guarantee that purchased Third Party Products will be returnable, exchangeable, or that re -stocking fees can or will be avoided. You will be responsible for the payment of all re -stocking or return -related fees charged by the third party provider or reseller. We will use reasonable efforts to assign, transfer and facilitate all warranties (if any) and service level commitments (if any) for the Third Party Products to you, but will have no liability whatsoever for the quality, functionality, or operability of any Third Party Products, and we will not be held liable as an insurer or guarantor of the performance, uptime, or usefulness of any Third Party Products. All Third Party Products are provided "as is" and without any warranty whatsoever as between TekTrendz and you (including but not limited to implied warranties). b) Liability Limitations. This paragraph limits the liabilities arising from the Services as well as the liabilities arising under this Agreement and any SOW, and is a bargained -for and material part of our business relationship with you. You acknowledge and agree that TekTrendz would not provide any Services, or enter into any SOW or this Agreement, unless TekTrendz could rely on the limitations described in this paragraph. In no event shall either party be liable for any indirect, special, exemplary, consequential, or punitive damages, such as lost revenue, loss of profits (except for fees due and owing to TekTrendz), savings, or other indirect or contingent event -based economic loss arising out of or in connection with the Services, this Agreement, any SOW, or for any loss or interruption of data, technology or services, or for any breach hereof or for any damages caused by any delay in furnishing Services under this Agreement or any SOW, even if a party has been advised of the possibility of such damages; however, reasonable attorneys' fees awarded to a prevailing party (as described below), your indemnification obligations, and any amounts due and payable pursuant to the non - solicitation provision of this Agreement shall not be limited by the foregoing limitation. Except for the foregoing exceptions, a responsible party's ("Responsible Party's") aggregate liability to the other party ("Aggrieved Party") for damages from any and all claims or causes whatsoever, and regardless of the form of any such action(s), that arise from or relate to this Agreement (collectively, "Claims"), whether in contract, tort, indemnification, or negligence, shall be limited solely to the amount of the Aggrieved Party's actual and direct damages, not to exceed the amount of fees paid by you (excluding hard costs for licenses, hardware, etc.) to TekTrendz for the specific Service upon which the applicable claim(s) is/are based during the three (3) month period immediately prior to the date on which the cause of action accrued or $5,000, whichever is greater. The foregoing limitations shall apply even if the remedies listed in this Agreement fail of their essential purpose; however, the limitations shall not apply to the extent that the Claims are caused https://tektrendz.com/ttmsa/ 5/17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement i Tek Trendz by a Responsible Party's willful or intentional misconduct, or gross negligence. Similarly, a Responsible Party's liability obligation shall be reduced to the extent that a Claim is caused by, or the result of, the Aggrieved Party's willful or intentional misconduct, gross negligence, or to the extent that the Aggrieved Party failed to reasonably mitigate (or attempt to mitigate, as applicable) the Claims. INDEMNIFICATION Each party (an "Indemnifying Party") agrees to indemnify, defend, and hold the other party (an "Indemnified Party") harmless from and against any and all losses, damages, costs, expenses or liabilities, including reasonable attorneys' fees, (collectively, "Damages") that arise from, or are related to, the Indemnifying Party's breach of this Agreement. The Indemnified Party will have the right, but not the obligation, to control the intake, defense and disposition of any claim or cause of action for which indemnity may be sought under this section. The Indemnifying Party shall be permitted to have counsel of its choosing participate in the defense of the applicable claim(s); however, (i) such counsel shall be retained at the Indemnifying Party's sole cost, and (ii) the Indemnified Party's counsel shall be the ultimate determiner of the strategy and defense of the claim(s) for which indemnity is provided. No claim for which indemnity is sought by an Indemnified Party will be settled without the Indemnifying Party's prior written consent, which shall not be unreasonably delayed or withheld. TERM; TERMINATION a) Term. This Agreement begins on the date on which we provide a Service to you or you accept a SOW (whichever is earlier) and continues until terminated as described in this Agreement. Each SOW will have its own term and will be terminated only as provided herein, unless otherwise expressly stated in the SOW. The termination of Services under one SOW shall not, by itself, cause the termination of (or otherwise impact) this Agreement or the status or progress of any other Services between the parties. Be aware that a SOW may provide for auto -renewal; please review your documents carefully. b) Termination Without Cause. Unless otherwise agreed by the parties in writing or otherwise permitted under this Agreement, no party will terminate this Agreement without cause if, on the date of termination, Services are in progress. In addition, no party will terminate a Service or applicable SOW without cause prior to the Service's or SOW's natural (i.e., contra cted)expiration date. Notwithstanding the foregoing, if TekTrendz decides to cease providing a service to all of its customers generally, then TekTrendz may terminate the Service or an applicable SOW (or the applicable portion of the SOW) without cause by providing no less than one hundred and twenty (120) days prior written notice to you. If you terminate the Services without cause and without TekTrendz's consent prior to the Services' contracted expiration date, then you will be responsible for paying the termination fee described in the "Termination for Cause" section, below. If no Services https://tektrendz.com/ttmsa/ 6/17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz under a SOW are in progress, then either party may terminate this Agreement without cause by providing the other party with five (5) days prior written notice. c) Termination For Cause. In the event that one party (a "Defaulting Party") commits a material breach under a SOW or under this Agreement, the non -Defaulting Party will have the right, but not the obligation, to terminate immediately this Agreement or the relevant SOW (a "For Cause" termination) provided that (i) the non -Defaulting Party has notified the Defaulting Party of the specific details of the breach in writing, and (ii) the Defaulting Party has not cured the default within twenty (20) days (ten (10) days for non-payment by Client) following receipt of written notice of breach from the non -Defaulting Party. If TekTrendz terminates the Services, this Agreement, or any SOW For Cause, or if you terminate any Services or a SOW without cause prior to the Services' contracted expiration date, then TekTrendz shall be entitled to receive, and you hereby agree to pay to us, all amounts that would have been paid to TekTrendz had the Services, this Agreement, or SOW (as applicable) remained in full effect, calculated using the fees and costs in effect as of the date of termination ("Termination Fee"). If you terminate Services, this Agreement, or a SOW For Cause, then you will be responsible for paying only for those Services that were delivered properly and accepted by you up to the effective date of termination. d) Client Activity As A Basis for Termination. In the event that you or any of your staff, personnel, contractors, or representatives engages in any unacceptable act or behavior that renders it impracticable, imprudent, or unreasonable to provide the Services to you, then in addition to TekTrendz's other rights under this Agreement, TekTrendz will have the right upon providing you with ten (10) days prior written notice, to terminate the Services, this Agreement, or the applicable SOW For Cause or, at our discretion and if applicable, amend the Services or applicable SOW to eliminate from coverage any System Malfunction or any equipment or software causing the System Malfunction. e) Consent. You and we may mutually consent, in writing, to terminate Services, a SOW, or this Agreement at any time. f) Equipment/Software Removal. Upon the termination of applicable Services for any reason, you will provide us with access, during normal business hours, to your premises or any other locations at which TekTrendz Equipment or TekTrendz-supplied software is located to enable us to remove all such items from the premises. If you fail or refuse to grant TekTrendz access as described herein, or if any of the software is missing or if any of the TekTrendz Equipment is missing, broken or damaged (normal wear and tear excepted) or any of TekTrendz-supplied software is missing, we will have the right to invoice you for, and you hereby agree to pay immediately, the full replacement value of any and all missing or damaged items. Certain services may require the installation of software agents in the Environment ("Software Agents"). You agree not to remove, disable, circumvent, or otherwise disrupt any Software Agents unless we explicitly direct you to do so. https://tektrendz.com/ttmsa/ 7/17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz g) Transition, Deletion of Data. In the event that you request our assistance to transition away from our services, we will provide such assistance if (i) all fees due and owing to us are paid to us in full prior to TekTrendz providing its assistance to you, and (ii) you agree to pay our then -current hourly rate for such assistance with up -front amounts to be paid to us as we may require. For the purposes of clarity, it is understood and agreed that the retrieval and provision of passwords, log files, administrative server information, or conversion of data are transition services, and are subject to the preceding requirements. You also understand and agree that any software configurations that we custom create or program for you are our proprietary information and shall not be disclosed to you under any circumstances. Unless otherwise expressly stated in a SOW, we will have no obligation to store or maintain any Client data in our possession or control following the termination of the applicable Services, this Agreement and/or the applicable SOW. We will be held harmless for, and indemnified by you against, any and all claims, costs, fees, or expenses incurred by either party that arise from, or are related to, our deletion of your data beyond the time frames described in this section. RESPONSE; REPORTING a) Response. We respond to any notification received by us of any error, outage, alarm, or alert pertaining to the Environment in accordance with the priority table(s) supplied to you by us. In no event will we be responsible for delays in our response or our provision of Services during (i) those periods of time covered under the Transition Exception (defined below), or (ii) periods of delay caused by Client -Side Downtime (defined below), Vendor - Side Downtime (defined below) or (iii) periods in which we are required to suspend the Services to protect the security or integrity of the Environment or our equipment or network, or (iv) delays caused by a force majeure event. i) Scheduled Downtime. For the purposes of this Agreement, Scheduled Downtime will mean those hours, as determined by us but which will not occur between the hours of 9:00 AM and 5:00 PM Central Time, Monday through Friday without your authorization or unless exigent circumstances exist, during which time we will perform scheduled maintenance or adjustments to the Environment. We will use our best efforts to provide you with at least twenty-four (24) hours of notice prior to scheduling Scheduled Downtime. ii) Client -Side Downtime. We will not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Services to the extent that such delays or deficiencies are caused by your actions or omissions ("Client -Side Downtime"). Client -Side Downtime includes, but is not limited to, any period of time during which we require your participation or we require information, directions, or authorization from you but cannot reach your Authorized Contact(s). https://tektrendz.com/ttmsa/ 8/17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz iii) Vendor -Side Downtime. We will not be responsible under any circumstances for any delays or deficiencies in the provision of, or access to, the Services to the extent that such delays or deficiencies are caused by third party service providers, third party licensors, or "upstream" service or product vendors. b) Transition Exception. You acknowledge and agree that for the first forty-five (45) days following the commencement date of any Service, as well as any period of time during which we are performing off -boarding -related services (e.g., assisting you in the transition of the Services to another provider, terminating a service, etc.), the response time commitments provided to you will not apply to us, it being understood that there may be unanticipated downtime or delays related to those activities (the "Transition Exception"). NISOVI IIMk i /_1 R M a) Defined. For the purposes of this Agreement, Confidential Information means any and all non-public information provided by one party (a "Discloser") to the other party (a "Recipient"), including but not limited to customer -related data, customer lists, internal documents, internal communications, proprietary reports and methodologies, and related information. Confidential Information will not include information that: (i) has become part of the public domain through no act or omission of the Recipient, (ii) was developed independently by the Recipient, or (iii) is or was lawfully and independently provided to the Recipient prior to disclosure by the Discloser, from a third party who is not and was not subject to an obligation of confidentiality or otherwise prohibited from transmitting such information. b) Use. The Recipient will keep the Confidential Information it receives fully confidential and will not use or disclose such information to any third party for any purpose except (i) as expressly authorized by the Discloser in writing, or (ii) as needed to fulfill its obligations under this Agreement, or (iii) as required by any law, rule, or industry -related regulation. c) Due Care. The Recipient will exercise the same degree of care with respect to the Confidential Information it receives from the Discloser as it normally takes to safeguard and preserve its own confidential and proprietary information, which in all cases will be at least a commercially reasonable level of care. d) Compelled Disclosure. If a Recipient is legally compelled (whether by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process) to disclose any of the Confidential Information, and provided that it is not prohibited by law from doing so, the Recipient will immediately notify the Discloser in writing of such requirement so that the Recipient may seek a protective order or other appropriate remedy and/or waive the Discloser's compliance with the provisions of this Section. The Recipient will use its best efforts, as directed by the Discloser and at the https://tektrendz.com/ttmsa/ 9/17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz Discloser's expense, to obtain or assist the Recipient in obtaining any such protective order. Failing the entry of a protective order or the receipt of a waiver hereunder, the Recipient may disclose, without liability hereunder, that portion (and only that portion) of the Confidential Information that the Recipient has been advised, by written opinion from its counsel (which shall be shared with the Discloser), that the Recipient is legally compelled to disclose. e)Additional NDA. In our provision of the Services, you and we maybe required to enter into one or more additional nondisclosure agreements (each an "NDA") for the protection of a third party's Confidential Information (such as, for example, a business associate agreement). In that event, the terms of the NDA will be read in conjunction with the terms of the confidentiality provisions of this Agreement, and the terms that protect confidentiality most stringently shall govern the use and destruction of the relevant Confidential Information. ADDITIONAL TERMS; THIRD PARTY SERVICES a) EULAs. Portions of the Services may require you to accept the terms of one or more third party end user license agreements ("EULAs"). If the acceptance of a EULA is required in order to provide the Services to you, then you hereby grant us permission to accept the EULA on your behalf. EULAs may contain service levels, warranties and/or liability limitations that are different than those contained in this Agreement. You agree to be bound by the terms of such EULAs and will look only to the applicable third party provider for the enforcement of the terms of such EULAs. If, while providing the Services, we are required to comply with a third -party EULA and the third party EULA is modified or amended, we reserve the right to modify or amend any applicable SOW with you to ensure our continued compliance with the terms of the third party EULA. b) Third Party Services. Portions of the Services may be acquired from, resold from, and/or rely upon the services of, third party vendors, manufacturers, or providers ("Third Party Provider"). Third Party Providers may provide services such as data hosting services, help desk services, malware detection services, domain registration services, and data backup/recovery services (each, a "Third Party Service"). Not all Third Party Services will be expressly identified as being provided by a Third Party Vendor, and at all times we reserve the right to utilize the services of any Third Party Provider or to change Third Party Providers in our sole discretion as long as the change does not materially diminish the Services that we are obligated to provide to you. Please note: You understand and agree that Third Party Providers are not our contractors, subcontractors, or otherwise under our managerial or operational control. While we will endeavor to facilitate a workaround for the failure of a Third Party Service, we will not be responsible, and will be held harmless by you, for any failure of any Third Party Service as well as the failure of any Third Party Provider to provide such services to TekTrendz or to you. https://tektrendz.com/ttmsa/ 10/17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz c) Data Loss. Under no circumstances will we be responsible for any data lost, corrupted, or rendered unreadable due to (i) communication and/or transmissions errors or related failures, (ii) equipment failures (including but not limited to silent hardware corruption - related issues), or (iii) our failure to backup or secure data from portions of the Environment that were not expressly designated in writing as requiring backup or recovery services. Unless expressly stated in writing by us, we do not warrant or guarantee that any maintained storage device or functionality, data backup device or functionality, or load balancing functionality will operate in an error -free manner. d) BYOD. You hereby represent and warrant that we are authorized to access all devices, peripherals and/or computer processing units, including mobile devices (such as notebook computers, smart phones and tablet computers) that are connected to the Environment (collectively, "Devices"), regardless of whether such Devices are owned, leased or otherwise controlled by you. Unless otherwise stated in writing by us, Devices will not receive or benefit from the Services while the devices are detached from, or unconnected to, the Environment. Client is strongly advised to refrain from connecting Devices to the Environment where such devices are not previously known to us and are not expressly covered under a managed service plan from us ("Unknown Devices"). We will not be responsible for the diagnosis or remediation of any issues in the Environment caused by the connection or use of Unknown Devices in the Environment, and we will not be obligated to provide the Services to any Unknown Devices. e) Equipment. All TekTrendz Equipment is licensed to you, and is neither owned by you nor leased to you. Upon the termination of applicable Services, your license to use the TekTrendz Equipment shall immediately terminate, and thereafter all TekTrendz Equipment must be returned to us immediately at your expense. All configurations on the TekTrendz Equipment are our proprietary information and will not be circumvented, modified, or removed by you without our prior written consent. OWNERSHIP Each party is, and will remain, the owner and/or licensor of all works of authorship, patents, trademarks, copyrights and other intellectual property owned by such party ("Intellectual Property"), and nothing in this Agreement, any SOW, or the provision of any Service shall be deemed to convey or grant any ownership rights or goodwill in one party's Intellectual Property to the other party. For the purposes of clarity, you understand and agree that we own any software, codes, algorithms, or other works of authorship that we create while providing the Services to you. If we provide licenses to you for third party software, then you understand and agree that such software is licensed, and not sold, to you. You are allowed to use such third party software subject to the terms and conditions (i) of this Agreement, (ii) of the applicable SOW, (iii) written directions that we supply to you, and (iv) any applicable EULA; no other uses of such third party software are https://tektrendz.com/ttmsa/ 11 /17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz permitted. To the maximum extent permitted by applicable law, we make no warranty or representation, either expressed or implied with respect to third party software or its quality, performance, merchantability, or fitness for a particular purpose. ARBITRATION Except for undisputed collections actions to recover fees due to us ("Collections"), any dispute, claim or controversy arising from or related to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be settled by arbitration before one arbitrator who is mutually agreed upon by the parties. The arbitration shall be administered and conducted by the American Arbitration Association (the 'AAA') or if there is no AAA -certified arbitrator available within a twenty (20) mile radius of our office, then by any arbitration forum as determined by us, pursuant to the selected forum's arbitration rules for commercial disputes (the "Rules'). In the event of any inconsistency between the Rules and the procedures set forth in this paragraph, the procedures set forth in this paragraph will control. The arbitrator will be experienced in contract, intellectual property and information technology transactions. If the parties cannot agree on an arbitrator within fifteen (15) days after a demand for arbitration is filed, the arbitration venue shall select the arbitrator. The arbitration shall take place in our office unless we agree to a different venue. The arbitrator will determine the scope of discovery in the matter; however, it is the intent of the parties that any discovery proceedings be limited to the specific issues in the applicable matter, and that discovery be tailored to fulfill that intent. Initially, the cost of the arbitration shall be split evenly between the parties; however, the party prevailing in the arbitration shall be entitled to an award of its reasonable attorneys' fees and costs. MISCELLANEOUS a) Compliance. Unless otherwise expressly stated in a SOW, the Services are not intended, and will not be used, to bring Client into full regulatory compliance with any rule, regulation, or requirement that may be applicable to Client's business or operations. Depending on the Services provided, the Services may aid Client's efforts to fulfill regulatory compliance; however, the Services are not (and should not be used as) a compliance solution. b) Disclosure. You warrant and represent that you know of no law or regulation governing your business that would impede or restrict our provision of the Services, or that would require us to register with, or report our provision of the Services (or the results thereof), to any government or regulatory authority. You agree to promptly notify us if you become subject to any of the foregoing which, in our discretion, may require a modification to the scope or pricing of the Services. Similarly, if you are subject to responsibilities under any applicable privacy law (such as HIPAA), then you agree to identify to us any data or https://tektrendz.com/ttmsa/ 12/17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz information subject to protection under that law prior to providing such information to us or, as applicable, prior to giving us access to such information. c) Virtual Security. You understand and agree that no security solution is one hundred percent effective, and any security paradigm may be circumvented and/or rendered ineffective by certain malware, such as certain ransomware or rootkits that were unknown to the malware prevention industry at the time of infection, and/or which are downloaded or installed into the Environment. We do not warrant or guarantee that all malware or malicious activity will be capable of being detected, avoided, quarantined, or removed, or that any data deleted, corrupted, or encrypted by such malware ("Impacted Data") will be recoverable. Unless otherwise expressly stated in writing by us, the recovery of Impacted Data is out -of -scope. Moreover, unless expressly stated in writing by us, we will not be responsible for activating multifactor authentication in any application in or connected to the Environment. You are strongly advised to (i) educate your employees to properly identify and react to "phishing" activity (i.e., fraudulent attempts to obtain sensitive information or encourage behavior by disguising oneself as a trustworthy entity or person through email), and (ii) obtain insurance against cyberattacks, data loss, malware-related matters, and privacy -related breaches, as such incidents can occur even under a "best practice" scenario. Unless a malware-related incident is caused by our intentionally malicious behavior or our gross negligence, we are held harmless from any costs, expenses, or damages arising from or related to such incidents. d) Physical Security You agree to implement and maintain reasonable physical security for all managed hardware and related devices in your physical possession or control. Such security measures must include (i) physical barriers, such as door and cabinet locks, designed to prevent unauthorized physical access to protected equipment, (ii) an alarm system to mitigate and/or prevent unauthorized access to the premises at which the protected equipment is located, (iii) fire detection and retardant systems, and (iv) periodic reviews of personnel access rights to ensure that access policies are being enforced, and to help ensure that all access rights are correct and promptly updated. e) Non -Solicitation. Each party (a "Restricted Party") acknowledges and agrees that during the term of this Agreement and for a period of one (1) year following the termination of this Agreement, the Restricted Party will not, individually or in conjunction with others, directly or indirectly solicit, induce or influence any of the other party's employees with whom the Restricted Party worked to discontinue or reduce the scope of their business relationship with the other party, or recruit, solicit or otherwise influence any employee of the other party with whom the Restricted Party worked to discontinue his/her employment or agency relationship with the other party. In the event of a violation of the terms of the restrictive covenants in this section, the parties acknowledge and agree that the damages to the other party would be difficult or impracticable to determine, and in such event, the https://tektrendz.com/ttmsa/ 13/17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz Restricted Party will pay the other party as liquidated damages and not as a penalty an amount equal to one hundred thousand dollars ($100,000) or the amount that the other party paid to that employee in the one (1) year period immediately preceding the date on which the Restricted Party violated the foregoing restriction, whichever is greater. In addition to and without limitation of the foregoing, any solicitation or attempted solicitation for employment directed to a party's employees by the Restricted Party will be deemed to be a material breach of this Agreement, in which event the affected party shall have the right, but not the obligation, to terminate this Agreement or any then -current SOW immediately For Cause. f) Collections. If we are required to send your account to Collections or to start any Collections -related action to recover undisputed fees, we will be entitled to recover all costs and fees we incur in the Collections process including but not limited to reasonable attorneys' fees and costs. g) Assignment. Neither this Agreement, any SOW, nor any Service may be assigned or transferred by a party without the prior written consent of the other party. This Agreement will be binding upon and inure to the benefit of the parties hereto, their legal representatives, and permitted successors and assigns. Notwithstanding the foregoing, we may assign our rights and obligations hereunder to a successor in ownership in connection with any merger, consolidation, or sale of substantially all of the assets of our business, or any other transaction in which ownership of more than fifty percent (50%) of our voting securities are transferred; provided, however, that such assignee expressly assumes our obligations hereunder in writing. h) Amendment. Unless otherwise expressly permitted under this Agreement, no amendment or modification of this Agreement or any SOW will be valid or binding upon the parties unless such amendment or modification is originated in writing by TekTrendz, specifically refers to this Agreement or the SOW being amended, and is accepted in writing (email or electronic signature is acceptable) by you. i) Time Limitations. The parties mutually agree that, unless otherwise prohibited by law, any action for any matter arising out of or related to any Service, this Agreement, or any SOW (except for issues of nonpayment by Client) must be commenced within six (6) months after the cause of action accrues or the action is forever barred. j) Severability. If any provision hereof or any SOW is declared invalid by a court of competent jurisdiction, such provision will be ineffective only to the extent of such invalidity, illegibility or unenforceability so that the remainder of that provision and all remaining provisions will be valid and enforceable to the fullest extent permitted by applicable law. https://tektrendz.com/ttmsa/ 14/17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz k) Other Terms. We will not be bound by any terms or conditions printed on any purchase order, invoice, memorandum, or other written communication supplied by you unless we have expressly and specifically accepted such other terms in writing. 1) No Waiver. The failure of either party to enforce or insist upon compliance with any of the terms and conditions of this Agreement, the temporary or recurring waiver of any term or condition of this Agreement, or the granting of an extension of the time for performance, will not constitute an Agreement to waive such terms with respect to any other occurrences. m) Merger. This Agreement, together with any and all SOWS and each applicable SOW, sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements or understandings related to the Services; however, any payment obligations that you have or may have incurred under any prior superseded agreement are not nullified by this Agreement and remain in full force and effect. No representation, promise, inducement or statement of intention has been made by either party which is not embodied herein. We will not be bound by any of our agents' or employees' representations, promises or inducements if they are not explicitly set forth in this Agreement or any SOW. Any document that is not expressly and specifically incorporated into this Agreement or a SOW will act only to provide illustrations or descriptions of Services to be provided and will not modify this Agreement or provide binding contractual language between the parties. The foregoing sentence shall not apply to any business associate agreement required under HIPAA, which the parties may (if required) enter into after the Effective Date of this Agreement. n) Force Majeure. Neither party will be liable to the other party for delays or failures to perform its obligations because of circumstances beyond such party's reasonable control. Such circumstances include, but will not be limited to, any intentional or negligent act committed by the other party, or any acts or omissions of any governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, disputes or differences with workmen, power failure, communications delays/outages, delays in transportation or deliveries of supplies or materials, cyberwarfare, cyberterrorism, or hacking, malware or virus -related incidents that circumvent then -current anti -virus or anti- malware software, and acts of God. o) Survival. The provisions contained in this Agreement that by their context are intended to survive termination or expiration of this Agreement will survive. If any provision in this Agreement is deemed unenforceable by operation of law, then that provision shall be excised from this Agreement and the balance of this Agreement shall be enforced in full. p) Insurance. TekTrendz and you will each maintain, at each party's own expense, all insurance reasonably required in connection with this Agreement or any SOW, including but not limited to, workers compensation and general liability. We agree to maintain a https://tektrendz.com/ttmsa/ 15/17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz general liability policy with a limit not less than $1,000,000 per occurrence. All of the insurance policies described herein will not be canceled, materially changed or renewal refused until at least thirty (30) calendar days written notice has been given to the other party by certified mail. q) Governing Law, Venue.This Agreement and all Services will be governed by, and construed according to, the laws of the state of Arkansas. You hereby irrevocably consent to the exclusive jurisdiction and venue of Benton County, Arkansas for any and all claims and causes of action arising from or related to this Agreement. r) No Third Party Beneficiaries. The Parties have entered into this Agreement solely for their own benefit. They intend no third party to be able to rely upon or enforce this Agreement or any part of this Agreement. s) Usage in Trade. It is understood and agreed that no usage of trade or other regular practice or method of dealing between the Parties to this Agreement will be used to modify, interpret, or supplement in any manner the terms of this Agreement. t) Business Day. If a time period set forth in this Agreement expires on a day other than a business day in Benton County, Arkansas, then that time period will be extended to and through the next succeeding business day in Benton County, Arkansas. u) Notices, Writing Requirement. Where notice is required to be provided to a party under this Agreement, such notice may be sent by U.S. mail, overnight courier, fax, or email as follows: notice will be deemed delivered three (3) business days after being deposited in the United States Mail, first class mail, certified or return receipt requested, postage prepaid, or one (1) day following delivery when sent by FeclEx or other overnight courier, or one (1) day after notice is delivered by fax or email. Notice sent by email will be sufficient only if (i) the sender emails the notice to the last known email address of the recipient, and (ii) the sender includes itself in the "cc" portion of the email and preserves the email until such time that it is acknowledged by the recipient. All electronic documents and communications between the parties, including email, will satisfy any "writing' requirement under this Agreement. v) Independant Contractor. TekTrendz is an independent contractor, and is not your employer, employee, partner, or affiliate. w) Contractors. Generally, we do not utilize contractors to perform onsite services (such as equipment installation, network wiring, etc.); however, should we elect to contract a portion of those services to a third party, we will guarantee that work as if we performed the work ourselves. For the purposes of clarity, you understand and agree that Third Party Services are not considered to be subcontracted services, and providers of Third Party Services are not our contractors or subcontractors. https://tektrendz.com/ttmsa/ 16/17 9/21/22, 2:18 PM TekTrendz, LLC Master Services Agreement I Tek Trendz x) Data & Service Access. Some of the Services may be provided by persons outside of the United States and/or your data may occasionally be accessed, viewed, or stored on secure servers located outside of the United States. You agree to notify us if your company requires us to modify these standard service provisions, in which case additional (and potentially significant) costs will apply. y) Counterparts. The parties intend to sign, accept and/or deliver any SOW, this Agreement, or any amendment in any number of counterparts, and each of which will be deemed an original and all of which, when taken together, will be deemed to be one agreement. Each party may sign, accept, and/or deliver any SOW, this Agreement, or any amendment electronically (e.g., by digital signature and/or electronic reproduction of a handwritten signature) or by reference (as applicable). Last Updated: May 18, 2021 Copyright 2021 © TekTrendz, LLC. https://tektrendz.com/ttmsa/ 17/17 Memo To: Fayetteville Advertising and Promotion Commissioners From: Molly Rawn, CEO, Fayetteville Advertising and Promotion Commission Tyler Wilson, General Manager, Fayetteville Town Center Date: September 20, 2022 Re: City of Fayetteville Energy Savings Performance Contract Background: The CEO and the Town Center General Manager are requesting that the commissioners consider the opportunity for Town Center participation in the City of Fayetteville's Energy Savings Performance Contract. The CEO is refraining from making a recommendation at this time, but asks that the commission evaluate the information provided. More information attached. ►I� CITY OF FAYETTEVILLE ARKANSAS Below are project details for a rooftop solar on the Fayetteville Town Center. (analysis does not include HVAC and building weatherization) Municipal Month kWh Cost Rate billing Franchise Tax Sales Tax Total Cost Oct. 21 40,880 $1,681.23 $ 2,537.25 $ 135.21 $ 452.63 $ 4,806.32 Nov. 21 36,640 $1, 506.86 $ 2,429.59 $ 135.21 $ 452.63 $ 4, 524.28 Dec. 21 45,600 $1, 875.35 $ 3,588.21 $ 135.21 $ 452.63 $ 6,051.40 Jan. 22 53,200 $2,187.90 $ 2,319.17 $ 135.21 $ 452.63 $ 5,094.91 Feb. 22 62,400 $2,566.26 $ 2,468.25 $ 151.04 $ 505.59 $ 5,691.14 Mar. 22 51,040 $ 2, 099.07 $ 2,300.10 $ 131.98 $ 441.79 $ 4,972.94 Apr. 22 47,600 $1, 680.47 $ 2,043.16 $ 111.71 $ 373.94 $ 4,209.29 May. 22 44,400 $1,567.50 $ 2,755.72 $ 129.70 $ 434.16 $ 4,887.08 Jun. 22 43,040 $1, 519.48 $ 2,853.97 $ 131.21 $ 439.20 $ 4,943.87 Jul. 22 63,840 $ 2, 410.22 $ 5,023.50 $ 223.02 $ 746.53 $ 8,403.26 Aug. 22 58,640 $ 2, 213.89 $ 4,740.20 $ 208.63 $ 698.36 $ 7,861.09 Sep. 22 53,520 $ 2, 020.59 $ 5,033.37 $ 211.63 $ 708.39 $ 7,973.98 Total 600,800 $ 69,419.56 Above: Table of the last 12 months of electricity use and cost for the Town Center Building Month kWh Solar Produc Jan 11,00o Annual Town Center Electricty Use Feb 12,000 &Rooftop Solar Production Mar 17,000 80,000 - Apr 20,500 3: May 23,000 60,000 L Jun 23,500 o 40,000 J u I 25,000 +; Aug 24,000 0 20,000 Sep 20,000 �he - d J I Oct 16,000 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Nov 11,500 2021-2022 Dec 10,000 Total 213,500 ■ kWh Solar Production ■ Town Center Electricity Usage 1 Above: Table of rooftop solar production with graph vs last year's electricity usage To find the savings from the rooftop solar array we used average electricity usage over the last four years (682,000kWh) and annually subtracted the modeled production for the 30 years. Utility cost escalation is set at a conservative 2.5% annually. $200,000 $150,000 $100,000 $50,000 Cost Comparion: Traditional vs. Solar 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Total Electricity Cost Total Cost with Solar Above: Graph of electricity costs without solar and will solar. Solar savings at year one are 24% of total bill and grow to 60% of total bill at year 30 because of increasing annual utility costs Years TC Electricity Use (Yearly Avg) Total Electricity Cost Solar kWh Production Total Cost with Solar Solar Savings 2023 682,000 $ 78,418 211,950 $ 59,359 $ 19,058.9 2024 682,000 $ 80,378 210,679 $ 61,007 $ 19,370.8 2025 682,000 $ 82,388 209,415 $ 61,171 $ 21,216.7 2026 682,000 $ 94,447 208,158 $ 61,334 $ 23,113.7 2027 682,000 $ 86,559 206,909 $ 61,495 $ 25,063.1 2028 682,000 $ 88,722 205,667 $ 61,656 $ 27,066.3 2029 682,000 $ 90,941 204,432 $ 61,816 $ 29,124.6 2030 682,000 $ 93,214 203,205 $ 61,975 $ 31,239.3 2031 682,000 $ 95,544 201,985 $ 62,133 $ 33,411.7 2032 682,000 $ 97,933 200,773 $ 62,290 $ 35,643.4 2033 682,000 $ 100,381 199,568 $ 62,446 $ 37,935.8 2034 682,000 $ 102,891 198,370 $ 62,601 $ 40,290.2 2035 682,000 $ 105,463 197,179 $ 62,755 $ 42,708.4 2036 682,000 $ 108,100 195,996 $ 62,908 $ 45,191.8 2037 682,000 $ 110,802 194,819 $ 63,060 $ 47,742.0 2038 682,000 $ 113,572 193,650 $ 63,212 $ 50,360.7 2039 682,000 $ 116,412 192,487 $ 63,362 $ 53,049.5 2040 682,000 $ 119,322 191,332 $ 63,512 $ 55,810.3 2041 682,000 $ 122,305 190,184 $ 63,660 $ 58,644.6 2042 682,000 $ 125,363 189,042 $ 63,808 $ 61,554.5 2043 682,000 $ 128,497 187,907 $ 63,955 $ 64,541.7 2044 682,000 $ 131,709 186,779 $ 64,101 $ 67,608.1 2045 682,000 $ 135,002 185,658 $ 64,246 $ 70,755.7 2046 682,000 $ 138,377 184,544 $ 64,390 $ 73,986.5 2047 682,000 $ 141,836 183,436 $ 64,534 $ 77,302.6 2048 682,000 $ 145,382 182,335 $ 64,676 $ 80,705.9 2049 682,000 $ 149,017 181,241 $ 64,818 $ 94,198.8 2050 682,000 $ 152,742 180,153 $ 64,959 $ 87,783.4 2051 682,000 $ 156,561 179,071 $ 65,099 $ 91,462.0 2052 682,000 $ 160,475 177,996 $ 65,238 $ 95,236.9 $ 1,551,177.8 Above: Table is the costs without and with solar and the annual savings generated by solar. At year one savings are $19,000. At year 30 (end of life for the solar array) savings are $95,000. 2 Total savings from the project are $1.55 million. These savings are much higher than recently projected because SWEPCO recently increased all costs 26% across customer classes. Analysis of recent Town Center electricity bills show that the base rate costs (what the utility charges for maintaining infrastructure) for the Town Center have increased from $0.04/kWh to $0.094/kWh. Below is analysis of the two different repayment terms for 10 years or 20 years. Town Center 10 Year Financing Term Solar: Solar Array Size: 148.5kW Location: Town Center Roof Solar Array Productive Life: 30 years Ownership Model: Owned by client (building owner) Solar Developer: ISEAL Solar System Monitoring & Maintenance: 120 Year Contract Total Project Cost: $ 487,748 Annual Payment $ 48,775 Loan Payment Period: 10 YEARS Project Management Cost (included): 10% Interest Rate: 0% Estimated Annual Utility Savings $20,000- $100,000 Estimated Project Net -Savings (@30yrs): $ 953,430 $120,000.00 $100,000.00 $80,000.00 $60,000.00 $40,000.00 $20,000.00 a $(20,000.00) $(40,000.00) Town Center Rooftop Solar 10 Year Payment Term 1 2 3 4 5 6 7 8 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Solar Savings 10 Yr Term Payments A&P Budget Impact 3 Town Center 20 Year Financing Term Solar: Solar Array Size: 148.5kW Location: Town Center Roof Solar Array Productive Life: 30 years Ownership Model: Owned by client (building owner) Solar Developer: ISEAL Solar System Monitoring & Maintenance: 120 Year Contract Total Project Cost: $ 487,748 Annual Payment $ 24,387 Loan Payment Period: 20 YEARS Project Management Cost (included): 10% Interest Rate: 0% Estimated Annual Utility Savings $20,000- $1010,000 Estimated Project Net -Savings (@30yrs): $ 953,430 $120,000.00 $100,000.00 $80,000.00 $60,000.00 $40,000.00 $20,000.00 $(20,000.00) Town Center Rooftop Solar 20 Year Payment Term 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Solar Savings 20yrTerm Payments A&P Budget Impact 4