Oklahoma City Zoology Trust

OKLAHOMA CITY ZOOLOGICAL TRUST Meeting Agenda Zoo Administration Building, Savanna Conference Room May 28, 2025 - 4:30 p.m. By The City of Oklahoma City Office of the City Clerk at 9:51 am, May 27, 2025 OKLAHOMA CITY ZOOLOGICAL TRUST MEMBERS Vicki Howard, Chairperson Camal Pennington, Councilperson, Ward 7 Jon Trudgeon, Vice-Chairperson Dustin Fredrick Pama Palmer, Secretary Aimee Salalati David Holt, Mayor Derek Albro Heather Ross, Surrogate to the Mayor Craig Freeman, City Manager Dwight Lawson, PhD, Executive Director/CEO LaShawn Thompson, Surrogate to the City Manager INFORMATION ABOUT OKLAHOMA CITY ZOOLOGICAL TRUST MEETINGS The Oklahoma City Zoological Trust meets on the fourth Wednesday of each month at 4:30 p.m. in the Zoo Administration Building, located at 2000 Remington Place, Oklahoma City, Oklahoma 73111. Free parking is available in the Zoo parking lot. It is the policy of the Oklahoma City Zoological Trust to ensure that communications with participants and members of the public with disabilities are as effective as communications with others. Anyone with a disability who requires an accommodation, a modification of policies or procedures, or an auxiliary aid or service in order to participate in this meeting should contact the Zoo at 405-425-0231 as soon as possible, but not later than 48 hours (not including weekends or holidays) before the scheduled meeting. The Zoo will give primary consideration to the choice of auxiliary aid or service requested by the individual with disability. If you need an alternate format of the agenda or any information provided at said meeting, please contact the Zoo at 405-425-0231 at least 48 hours prior to the scheduled meeting. ADDRESSING THE OKLAHOMA CITY ZOOLOGICAL TRUST Citizens may address the Trust on certain items by signing up to speak and providing the agenda item number, their reason for appearing, and their address, but all comments must be relevant to the item. Citizens may also address the Trust at the end of the agenda under “Citizens to be heard.” Please contact the Zoo at 405- 425-0231 at least 48 hours prior to the meeting, and leave a message that includes your name, the agenda item number, and the reason you would like to speak. Staff will submit requests received to the Chair. Please limit your comments to three (3) minutes or less. The Chair or presiding officer may, in his or her discretion, prohibit a person from addressing the Trust, or have any person removed from the Auditorium, if that person commits any disorderly or disruptive behavior. Disorderly conduct includes, but is not limited to, any of the following: speaking without being recognized by the Chair or presiding officer; continuing to speak after notice that the speaker’s allotted time has expired; presenting comments or material not relevant to the item under discussion; failing to comply with the lawful instructions of the Chair or presiding officer; or engaging in other conduct, activity, or speech that delays, disturbs, interferes, or disrupts the effective or timely conduct of the meeting, or is otherwise violent, threatening, abusive, obscene, or jeopardizes the safety of self or others. A person may also be subject to Page 1 of 48 arrest and removal from the Auditorium for violation of Oklahoma City Municipal Code 2020, § 30­81 – Disorderly conduct and/or violation of 21 Okla. Stat. § 280 – Willfully Disturbing, Interfering with or Disrupting State Business, Agency Operations or Employees. TRUST ACTIONS Official action can be taken only on items which appear on the agenda. The Trust may adopt, approve, ratify, deny, defer, recommend, amend, strike, or continue any agenda item. Other actions may also be taken. When more information is needed to act on an item, the Trust may refer the matter to the Executive Director/CEO or the Municipal Counselor. The Trust may also refer items to standing committees of the Trust for additional study. Under certain circumstances, items are deferred to a specific later date or stricken from the agenda entirely. CONSENT DOCKET Items listed under “Consent Docket” are usually approved as a group with the proper motion from a member of the Trust. Members of the Trust may request discussion or separate action on any item on the Consent Docket. For more information about the Oklahoma City Zoological Trust, please call 405-424-3344. Page 2 of 48  AGENDA I. Secretary Pro Tem A. Appoint Secretary Pro Tem for this meeting II. Meeting Minutes A. Minutes of April 9, 2025, Oklahoma City Zoological Trust Meeting............................ Pages 4-6 III. Staff and/or Committee Updates A. Financial Report of March, 2025 ...................................................................................... Pages 7-10 B. Financial Report of April, 2025 ....................................................................................... Pages 11-14 IV. Items for Individual Consideration A. Oklahoma City Zoological Trust’s Budget for the Fiscal Year 2025- 2026 ..................................................................................................................................... Pages 15-21 B. Resolution of the Oklahoma City Zoological Trust waiving competitive bidding and authorizing the sole source purchase of ticket and SSO software from ACME Technologies, INC., cost of $180,000, retroactive to March 1, 2025 through February 29, 2028 ............................................ Pages 22-36 C. Change Order No. 4, Project MZ-0065-2, “Renovation of Former Administration Building at Oklahoma City Zoo,” increase of $13,107.00 ........................................................................................................................... Pages 37-48 V. Items from Trustees VI. Staff Reports A. Executive Director’s Report VII. Citizens to Be Heard VIII. Adjournment Page 3 of 48  JOURNAL OF TRUST PROCEEDINGS APRIL 9, 2025 Trustees Present: Vicki Howard, Chairperson Jon Trudgeon, Vice-Chairperson Pama Palmer, Secretary Craig Freeman, Surrogate to the City Manager Lee Cooper, Councilperson, Ward 7 Aimee Salalati Dustin Fredrick Staff Present: Dwight Lawson, Executive Director/CEO Rebecca McReynolds, Vice President of Finance/CFO Greg Heanue, Vice President of Marketing/CMO Tammy Burnett, Vice President of Organizational Development Jennifer D’Agostino, Director of Animal Programs Mandy Heaps, OZS Director Dahrenda Mitchell, Director of Guest Experience Kate Winters, Executive Assistant Others Present: Bailee Richards, Assistant Municipal Counselor, City of Oklahoma City Agenda Topics I. Receive Minutes A. Minutes of February 26, 2025 APPROVED. Moved by Trustee Jon Trudgeon. Seconded by Trustee Pama Palmer. AYES: Trustees Vicki Howard, Jon Trudgeon, Pama Palmer, Craig Freeman, Lee Cooper, Aimee Salalati, Dustin Fredrick. II. Receive Staff and/or Committee Updates A. Financial Reports of February, 2025. CFO, Rebecca McReynolds, provided information on the financial report of February, 2025. MOVED. Moved by Trustee Jon Trudgeon. Seconded by Trustee Dustin Fredrick. AYES: Trustees Vicki Howard, Jon Trudgeon, Pama Palmer, Craig Freeman, Lee Cooper, Aimee Salalati, Dustin Fredrick. Page 4 of 48 Oklahoma City Zoological Trust April 9, 2025 Page 2 of 3 III. Items for Individual Consideration A. Final Acceptance of Project MZ-0060 Zoo Orientation Plaza and Africa- Themed Savannah Exhibits and placing the maintenance bond into effect. CEO, Dwight Lawson, presented the Final Acceptance of Project MZ-0060. MOVED. Moved by Trustee Craig Freeman. Seconded by Trustee Jon Trudgeon. AYES: Trustees Vicki Howard, Jon Trudgeon, Pama Palmer, Craig Freeman, Lee Cooper, Aimee Salalati, Dustin Fredrick. B. Memorandum of Understanding between the Oklahoma City Zoological Trust and the Oklahoma City Water Util- ities Trust for the Installation of a Sewer Main; Project No. SC-1166. Dwight Lawson Provided information over the Memorandum of Understanding for Project SC-1166. MOVED AS AMENDED. Moved by Trustee Jon Trudgeon. Seconded by Trustee Dustin Fredrick. AYES: Trustees Vicki Howard, Jon Trudgeon, Pama Palmer, Craig Freeman, Lee Cooper, Aimee Salalati, Dustin Fredrick. C. Resolution of the Oklahoma City Zoological Trust accepting the donation of 2025 Subaru Solterra; Approving transfer of vehicle title; Authorizing and directing the Executive Director/CEO of the Oklahoma City Zoo and Botanical Garden to confirm the donation, and register and insure the vehicle; and thank the Oklahoma Zoological Society and Bob Moore Subaru for the donation. Dwight Lawson explained the Resolution accepting the donation of Solterra. MOVED. Moved by Trustee Jon Trudgeon. Seconded by Trustee Pama Palmer. AYES: Trustees Vicki Howard, Jon Trudgeon, Pama Palmer, Craig Freeman, Lee Cooper, Aimee Salalati, Dustin Fredrick. D. Resolution of the Oklahoma City Trust Zoological waiving competitive bidding and authorizing the sole source purchase of HVAC System component replacement and installation from Trane U.S. Inc., estimated cost $308,000 May 1, 2025 Through December 31, 2025. Dwight Lawson presented the Resolution over HVAC System. MOVED. Moved by Trustee Jon Trudgeon. Seconded by Trustee Pama Palmer. AYES: Trustees Vicki Howard, Jon Trudgeon, Pama Palmer, Craig Freeman, Lee Cooper, Aimee Salalati, Dustin Fredrick. E. Reject bids, Project MZ-0079, Oklahoma City Elephant Shade Structure. Dwight Lawson explained the rejection of bids for Project MZ-0079. MOVED. Moved by Trustee Dustin Fredrick. Seconded by Trustee Pama Palmer. AYES: Trustees Vicki Howard, Jon Trudgeon, Pama Palmer, Craig Freeman, Lee Cooper, Aimee Salalati, Dustin Fredrick. Page 5 of 48 Oklahoma City Zoological Trust April 9, 2025 Page 3 of 3 IV. Items from Trustees A. Trustee Jon Trudgeon congratulations to Zoo staff on making it through a very busy spring break. V. Staff Reports A. Executive Director Report – Shore to Sea update was given. Moving forward with Cat Forest portion of the Master Plan and the RFQ should go out soon. Hail update claim update shared. B. Animal Care – New additions for Africa include a recently arrived waddle crane pair and one of our dwarf mon- gooses had a baby. Pando, the bobcat, is recovering from surgery to repair a broken pelvis. African bush vipers recently had babies. C. Conservation and Education – The Behavioral Husbandry team recently gave the animal teams a visibility challenge to boost visibility results. A QR code was created for guests to take a survey to see which of our elephant’s person- ality matches with theirs. D. Capital Projects – Updates include new ticketing kiosks installation, the Well House project is moving along, and slabs have been poured for the Animal Ambassador project. E. Human Resources – Our turnover is currently sitting at the highest at 18.63%, however, we are seeing an improve- ment in applications so we are hopeful for a change. Volunteer Program continues going strong. F. PR & Marketing – Fantastic March attendance and 1/3 of attendees took advantage of our free or discounted programs. We are currently 3% ahead of our yearly attendance goal. The guest satisfaction survey continues to be ahead of the national average. Membership sales are staying ahead of goal and private event numbers are high. Great Escape placed #6 in USA Today’s poll for the best animal habitat in the U.S. This spring break was the 5th busiest! Recently joined the newly formed Oklahoma Animal Coalition to help highlight issues related to animal welfare and conservation and the first initiative is Lights Out Oklahoma helping migrating birds. G. OZS Update – Currently, we are at 258% ahead of our goal and 159% without the Freede gift. New gifts from Katherine Wells Foundation, Bob Moore Subaru, Express Employment and more. Zoo Gala has exceeded our sponsorship goal and while we still have tickets left, we expect to sell out by the end of April. VI. Citizens to be Heard. A. None. VII. Adjournment There being no further business to come before the Trust, the Chairperson declared the meeting adjourned at 5:01pm. Page 6 of 48 MEMO To: Oklahoma City Zoological Trust From: Dwight Lawson, Rebecca McReynolds Date: May 28, 2025 FY-25 Financial Summary as of March 31, 2025 FY- 25 FY- 25 Variance FY- 24 Variance Act- Variance Attendance: Actuals Budget Amount Variance % Actuals Last Year % Current Month 150,626 132,000 18,626 14.1% 155,200 (4,574) -2.9% Year to date 741,105 715,000 26,105 3.7% 730,628 10,477 1.4% Operating Revenue: Current Month $2,411,126 $2,223,808 $187,318 8.4% $2,218,975 $192,151 8.7% Year to date 11,056,058 10,938,355 117,703 1.1% 9,986,668 1,069,390 10.7% Per-Capita Revenue for the month was $16.01. Year to date per capita revenue is $14.92 which is $0.38 less than the budget of $15.30. Other Revenue: Current Month $161,591 $84,296 $77,295 91.7% $103,017 $58,574 56.9% Year to date 2,814,447 2,119,942 694,505 32.8% 2,181,716 $632,731 29.0% Operating Expenses: Current Month 2,173,941 2,105,527 $68,414 3.2% 2,035,094 $138,847 6.8% Year to date 17,904,845 18,768,357 (863,512) -4.6% 16,805,315 1,099,530 6.5% Operating Profit (Loss): Current Month $398,777 $202,576 $196,201 96.9% $286,898 $111,879 39.0% Year to date ($4,034,340) ($5,710,060) 1,675,720 -29.3% ($4,636,930) 602,590 -13.0% Sales Tax Revenue: Current Month $1,358,514 $1,407,588 ($49,074) -3.5% $1,322,009 $36,505 2.8% Year to date 13,602,016 13,973,392 (371,376) -2.7% 13,670,330 (68,314) -0.5% Net Income (Loss): Current Month $1,757,291 $1,610,164 $147,127 9.1% $1,608,907 $148,384 9.2% Year to date 9,567,676 8,263,332 1,304,344 15.8% 9,033,400 534,276 5.9% Annual YTD Budget Capital/Other: Budget Expenses Remaining % Capital Improvements $500,000 $222,376 $277,624 55.5% Remaining to OZS Fundraising: Annual Budget YTD Income Goal % 2024 Events/Fundraising/Endowments $1,546,390 $3,086,234 ($1,539,844) -99.6% 2024 Zoo Support 1,473,383 1,125,452 347,931 23.6% Page 7 of 48  OKLAHOMA CITY ZOOLOGICAL TRUST FY 2024-25 Capital Projects Department Project Name Budget YTD Exp Balance Status Ambassador Animals Outdoor Habitats 17,500.00 17,605.92 (105.92) In Process Birds Overwintering Brooder Boxes 1,000.00 1,001.05 (1.05) Complete Events Picnic Table Replacement 10,000.00 - 10,000.00 Under Review Guest Experience Plaza Storage 5,500.00 1,624.24 3,875.76 Complete Guest Experience Guest Experience Carpet 25,057.67 21,989.67 3,068.00 Complete Hort/Grounds Green Works 10,000.00 - 10,000.00 Not Started Hort/Grounds Zero Turn Mowers 8,000.00 - 8,000.00 In Process Maintenance Boardwalk Repairs 50,000.00 69,544.06 (19,544.06) Complete Maintenance Roof Replacement 50,000.00 - 50,000.00 Not Started Maintenance Concrete Repair 50,000.00 - 50,000.00 In Process Maintenance HVAC 100,000.00 21,834.58 78,165.42 In Process Maintenance Cat Forest Floor 25,000.00 7,395.00 17,605.00 In Process Maintenance Great Escape Floor 25,000.00 - 25,000.00 Not Started Technology ACME Box Office Windows 45,000.00 35,799.55 9,200.45 Complete Technology ACME Hardware Refresh 25,000.00 27,581.65 (2,581.65) Complete Technology CIP Mobile App 50,000.00 18,000.00 32,000.00 Complete Contingency 2,942.33 - 2,942.33 Total CIP Budget 500,000.00 222,375.72 277,624.28 Other: Contingency Fund $500,000 Department Project Name Budget YTD Exp Balance Status Education Vinyl Padded Folding Chairs 4,800.00 4,728.53 71.47 Complete Hort/Grounds Tree, Plants & Signage 25,000.00 9,410.00 15,590.00 In Process Maintenance Vehicles 50,000.00 55,800.00 (5,800.00) Complete Administration Director Vehicle 64,490.89 64,490.89 - Complete Security ERT Shotguns 7,500.00 4,445.00 3,055.00 In Process Maintenance Finalize AZA Inspection Repairs 67,498.27 67,498.27 - Complete Maintenance Elephant Fan Replacement 24,380.00 22,398.10 1,981.90 Complete Maintenance Cat Forest Siding Replacement 111,535.46 133,435.46 (21,900.00) Complete Maintenance Hail Storm Repairs 100,000.00 6,084.50 93,915.50 In Process Maintenance Gas Line Repairs - - - Complete Maintenance HVAC - Vet Hospital 45,000.00 44,972.99 27.01 Complete Maintenance Contingency - Small Cat Glass 9,600.00 9,699.00 (99.00) Complete Maintenance Stingray Bay 2,000.00 1,961.82 38.18 In Process Total CIP Budget 511,804.62 424,924.56 86,880.06 Balance Available: (11,804.62) Master Plan/Capital Projects Planned Expenses Balance Status Master Plan Africa/Savana/Entry Plaza 34,948,760.00 35,292,899.07 (344,139.07) Wrapping up punch list Master Plan Shore to Sea 26,000,000.00 4,000,742.59 21,999,257.41 Bids rejected - project redesign Master Plan WellLines/Pump Houses/Tower 1,200,000.00 58,960.18 1,141,039.82 Bid accepted Master Plan Oklahoma City Aquarium 507,800.00 424,906.69 82,893.31 Planning stage Master Plan African Plateau Phase 1 281,400.00 - 281,400.00 Not started Master Plan Reptile/Jungle Gym 2,189,996.00 - 2,189,996.00 Not started Capital Project Solar Lighting-Elephant Bldg 275,000.00 - 275,000.00 Not started Capital Project Elephant Shade Structure 100,000.00 46,250.75 53,749.25 Demo in process Capital Project Splash Pad Remodel - - - Not started Capital Project Amphitheater Improvements 150,000.00 186,107.14 (36,107.14) In process Capital Project Gayla Peevey Statue 93,800.00 70,350.00 23,450.00 In process Total 65,746,756.00 40,080,216.42 25,666,539.58 Grants Budget Expenses Balance Status Grant Asphalt Project 250,000.00 - 250,000.00 Awarded - FY 2025 Grant Carport and EV Purchases 282,096.00 - 282,096.00 Awarded Grant OG&E Community Solar Project - - - Not Awarded Grant Rubber Footing Upgrades - - - Not Awarded - May Reapply Grant Worm Bins 5,000.00 2,302.84 2,697.16 Awarded Total 537,096.00 2,302.84 534,793.16 Page 8 of 48  OKLAHOMA CITY ZOOLOGICAL TRUST INCOME STATEMENT SUMMARY FOR THE NINE MONTHS ENDING 3/31/2025 CURRENT MONTH YEAR TO DATE ACTUAL BUDGET LAST YR ACTUAL BUDGET LAST YR REVENUES: ADMISSIONS $1,144,356 $1,026,471 $1,008,275 $3,681,003 $3,383,527 $3,111,760 ANIMAL SHOW ADMISSIONS 26,798 23,631 22,673 96,697 127,999 104,751 ANIMAL FEEDINGS 43,280 39,187 51,930 200,143 212,263 149,772 FOOD & BEVERAGE/VENDING 185,495 141,054 166,545 881,509 864,043 791,069 CATERING/RENTALS 0 16,202 0 0 87,762 5,615 CONCERTS 0 0 0 255,666 210,000 195,847 RIDES 77,938 60,791 77,476 256,366 329,284 282,729 MERCHANDISE COMMISSION 114,525 73,863 123,556 431,051 400,090 402,688 STROLLER/RENTALS/WILD ENC 88,889 86,731 117,407 385,667 469,792 413,632 EDUCATION 139,031 172,533 119,978 598,693 736,933 389,993 PROMOTIONS 38,717 58,014 15,731 2,230,811 2,027,162 2,088,494 MEMBERSHIP 541,719 511,502 507,047 1,942,231 1,957,519 1,940,469 OTHER 10,378 13,828 8,357 96,221 131,981 109,850 TOTAL OPERATING REVENUE 2,411,126 2,223,808 2,218,975 11,056,058 10,938,355 9,986,668 COST OF GOODS SOLD 0 0 0 0 0 0 GROSS MARGIN $2,411,126 $2,223,808 $2,218,975 $11,056,058 $10,938,355 $9,986,668 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% OPERATING EXPENSES: SALARIES 964,428 1,035,775 917,692 8,668,532 9,245,591 8,124,778 BENEFITS 282,411 272,071 251,411 2,488,586 2,469,540 2,348,534 SUPPLIES 88,312 78,071 72,008 587,769 651,180 461,887 UTILITIES 72,565 89,795 61,772 618,473 808,155 657,246 OUTSIDE SERVICES 364,550 205,457 247,128 1,868,795 1,799,932 1,701,362 ANIMAL CARE 82,882 71,107 193,814 773,578 836,898 823,105 OTHER 318,793 353,251 291,269 2,899,114 2,957,062 2,688,404 TOTAL OPERATING EXPENSE 2,173,941 2,105,527 2,035,094 17,904,845 18,768,357 16,805,315 OTHER REVENUES: LEASES 0 0 0 1,386,051 1,357,505 1,357,069 CONTRIBUTIONS 14,527 24,296 25,109 85,621 132,437 86,009 INTEREST 147,064 60,000 77,908 1,342,775 630,000 738,638 TOTAL OTHER REVENUE 161,591 84,296 103,017 2,814,447 2,119,942 2,181,716 OPERATING INCOME (LOSS) 398,776 202,576 286,898 (4,034,341) (5,710,060) (4,636,932) TRANSFERS NET INCOME (LOSS) $398,776 $202,576 $286,898 ($4,034,341) ($5,710,060) ($4,636,932) Page 9 of 48  OKLAHOMA CITY ZOOLOGICAL TRUST BUDGET ANALYSIS FOR THE NINE MONTHS ENDING 3/31/2025 CURRENT MONTH YEAR TO DATE ACTUAL BUDGET LAST YR ACTUAL BUDGET LAST YR REVENUES: GUEST EXPERIENCE $1,681,281 $1,451,728 $1,567,862 $5,932,436 $5,786,998 $5,256,401 GROUP EVENTS 0 16,202 0 255,666 297,762 201,462 OTHER 729,845 755,877 651,113 4,867,956 4,853,595 4,528,806 TOTAL OPERATING REVENUE 2,411,126 2,223,808 2,218,975 11,056,058 10,938,355 9,986,668 OPERATIONAL EXPEND BY DIVISION: ADMINISTRATIVE 564,344 490,859 449,432 3,712,290 3,800,150 3,627,416 ANIMAL 459,148 435,566 376,001 3,908,685 4,119,432 3,663,501 MARKETING & INTERPRETIVE SVC 146,777 133,698 164,834 2,037,024 2,027,457 1,893,151 BUILDING & GROUNDS 557,874 555,075 469,520 4,364,778 4,779,787 4,036,017 EDUCATION 90,015 84,479 55,687 770,372 816,130 557,696 VISITOR SERVICES 213,093 274,814 255,730 1,729,998 1,830,752 1,554,135 VETERINARY 142,691 131,036 263,891 1,381,699 1,394,650 1,473,399 TOTAL OPERATING EXPENSE 2,173,941 2,105,527 2,035,094 17,904,845 18,768,357 16,805,315 NET OPERATING REVENUE 237,185 118,281 183,881 (6,848,787) (7,830,002) (6,818,647) OTHER REVENUE: SALES TAX FUND REVENUE 1,358,514 1,407,588 1,322,009 13,602,016 13,973,392 13,670,330 CONTRIBUTIONS 14,527 24,296 25,109 85,621 132,437 86,009 OTHER REVENUE 147,064 60,000 77,908 2,728,826 1,987,505 2,095,707 TOTAL OTHER REVENUE 1,520,105 1,491,884 1,425,026 16,416,464 16,093,334 15,852,046 NET REVENUE BEFORE DEPRECIATION AND CAPITAL EXPENDITURES $1,757,290 $1,610,165 $1,608,907 $9,567,677 $8,263,332 $9,033,399 OPERATING REVENUE/EXPENSE RATIO 110.91% 105.62% 109.04% 61.75% 58.28% 59.43% Page 10 of 48 MEMO To: Oklahoma City Zoological Trust From: Dwight Lawson, Rebecca McReynolds Date: May 28, 2025 FY-25 Financial Summary as of April 30, 2025 FY- 25 FY- 25 Variance FY- 24 Variance Act- Variance Attendance: Actuals Budget Amount Variance % Actuals Last Year % Current Month 94,177 113,500 (19,323) -17.0% 122,835 (28,658) -23.3% Year to date 835,282 828,500 6,782 0.8% 853,463 (18,181) -2.1% Operating Revenue: Current Month $1,455,521 $1,696,057 ($240,536) -14.2% $1,611,050 ($155,529) -9.7% Year to date 12,511,579 12,634,413 (122,834) -1.0% 11,597,718 913,861 7.9% Per-Capita Revenue for the month was $15.46. Year to date per capita revenue is $14.98 which is $0.27 less than the budget of $15.25. Other Revenue: Current Month $154,655 $77,292 $77,363 100.1% $85,682 $68,973 80.5% Year to date 2,969,103 2,197,234 771,869 35.1% 2,267,398 $701,705 30.9% Operating Expenses: Current Month 1,917,067 1,868,768 $48,299 2.6% 1,098,266 $818,801 74.6% Year to date 19,821,912 20,637,126 (815,214) -4.0% 17,903,581 1,918,331 10.7% Operating Profit (Loss): Current Month ($306,890) ($95,419) ($211,471) 221.6% $598,466 ($905,356) -151.3% Year to date ($4,341,230) ($5,805,478) 1,464,248 -25.2% ($4,038,465) (302,765) 7.5% Sales Tax Revenue: Current Month $1,369,539 $1,424,454 ($54,915) -3.9% $1,466,334 ($96,795) -6.6% Year to date 14,971,556 15,397,846 (426,290) -2.8% 15,136,664 (165,108) -1.1% Net Income (Loss): Current Month $1,062,649 $1,329,036 ($266,387) -20.0% $2,064,800 ($1,002,151) -48.5% Year to date 10,630,325 9,592,368 1,037,957 10.8% 11,098,199 (467,874) -4.2% Annual YTD Budget Capital/Other: Budget Expenses Remaining % Capital Improvements $500,000 $276,696 $223,304 44.7% Remaining to OZS Fundraising: Annual Budget YTD Income Goal % 2024 Events/Fundraising/Endowments $1,546,390 $3,704,856 ($2,158,466) -139.6% 2024 Zoo Support 1,473,383 1,223,093 250,290 17.0% Page 11 of 48  OKLAHOMA CITY ZOOLOGICAL TRUST FY 2024-25 Capital Projects Department Project Name Budget YTD Exp Balance Status Ambassador Animals Outdoor Habitats 17,500.00 17,605.92 (105.92) In Process Birds Overwintering Brooder Boxes 1,000.00 1,001.05 (1.05) Complete Events Picnic Table Replacement 10,000.00 - 10,000.00 Under Review Guest Experience Plaza Storage 5,500.00 1,624.24 3,875.76 Complete Guest Experience Guest Experience Carpet 25,057.67 21,989.67 3,068.00 Complete Hort/Grounds Green Works 10,000.00 - 10,000.00 Not Started Hort/Grounds Zero Turn Mowers 8,000.00 - 8,000.00 In Process Maintenance Boardwalk Repairs 50,000.00 69,544.06 (19,544.06) Complete Maintenance Roof Replacement 50,000.00 - 50,000.00 Not Started Maintenance Concrete Repair 50,000.00 54,320.00 (4,320.00) In Process Maintenance HVAC 100,000.00 21,834.58 78,165.42 In Process Maintenance Cat Forest Floor 25,000.00 7,395.00 17,605.00 In Process Maintenance Great Escape Floor 25,000.00 - 25,000.00 Not Started Technology ACME Box Office Windows 45,000.00 35,799.55 9,200.45 Complete Technology ACME Hardware Refresh 25,000.00 27,581.65 (2,581.65) Complete Technology CIP Mobile App 50,000.00 18,000.00 32,000.00 Complete Contingency 2,942.33 - 2,942.33 Total CIP Budget 500,000.00 276,695.72 223,304.28 Other: Contingency Fund $500,000 Department Project Name Budget YTD Exp Balance Status Education Vinyl Padded Folding Chairs 4,800.00 4,728.53 71.47 Complete Hort/Grounds Tree, Plants & Signage 25,000.00 9,410.00 15,590.00 In Process Maintenance Vehicles 50,000.00 55,800.00 (5,800.00) Complete Administration Director Vehicle 64,490.89 64,490.89 - Complete Security ERT Shotguns 7,500.00 4,445.00 3,055.00 In Process Maintenance Finalize AZA Inspection Repairs 67,498.27 67,498.27 - Complete Maintenance Elephant Fan Replacement 24,380.00 22,398.10 1,981.90 Complete Maintenance Cat Forest Siding Replacement 111,535.46 133,435.46 (21,900.00) Complete Maintenance Hail Storm Repairs 100,000.00 19,364.50 80,635.50 In Process Maintenance Gas Line Repairs - - - Complete Maintenance HVAC - Vet Hospital 45,000.00 44,972.99 27.01 Complete Maintenance Contingency - Small Cat Glass 9,600.00 9,699.00 (99.00) Complete Maintenance Stingray Bay 2,000.00 1,961.82 38.18 In Process Total CIP Budget 511,804.62 438,204.56 73,600.06 Balance Available: (11,804.62) Master Plan/Capital Projects Planned Expenses Balance Status Master Plan Africa/Savana/Entry Plaza 34,948,760.00 35,292,909.95 (344,149.95) Wrapping up punch list Master Plan Shore to Sea 26,000,000.00 4,004,242.59 21,995,757.41 Bids rejected - project redesign Master Plan WellLines/Pump Houses/Tower 1,200,000.00 89,233.13 1,110,766.87 In Process Master Plan Oklahoma City Aquarium 507,800.00 424,906.69 82,893.31 Planning stage Master Plan African Plateau Phase 1 281,400.00 - 281,400.00 Not started Master Plan Reptile/Jungle Gym 2,189,996.00 - 2,189,996.00 Not started Capital Project Solar Lighting-Elephant Bldg 275,000.00 - 275,000.00 Not started Capital Project Elephant Shade Structure 100,000.00 48,550.58 51,449.42 Demo in process Capital Project Splash Pad Remodel - - - Not started Capital Project Amphitheater Improvements 150,000.00 186,107.14 (36,107.14) In process Capital Project Gayla Peevey Statue 93,800.00 70,350.00 23,450.00 In process Total 65,746,756.00 40,116,300.08 25,630,455.92 Grants Budget Expenses Balance Status Grant Asphalt Project 250,000.00 - 250,000.00 Awarded - FY 2025 Grant Carport and EV Purchases 282,096.00 - 282,096.00 Awarded Grant OG&E Community Solar Project - - - Not Awarded Grant Rubber Footing Upgrades - - - Not Awarded - May Reapply Grant Worm Bins 5,000.00 2,302.84 2,697.16 Awarded Total 537,096.00 2,302.84 534,793.16 Page 12 of 48  OKLAHOMA CITY ZOOLOGICAL TRUST INCOME STATEMENT SUMMARY FOR THE TEN MONTHS ENDING 4/30/2025 CURRENT MONTH YEAR TO DATE ACTUAL BUDGET LAST YR ACTUAL BUDGET LAST YR REVENUES: ADMISSIONS $646,174 $798,848 $671,585 $4,327,177 $4,182,374 $3,783,344 ANIMAL SHOW ADMISSIONS 18,865 20,319 19,782 115,562 148,317 124,533 ANIMAL FEEDINGS 24,181 33,695 31,121 224,324 245,958 180,893 FOOD & BEVERAGE/VENDING 115,960 121,285 90,060 997,468 985,329 881,129 CATERING/RENTALS 13,931 101,693 5,615 CONCERTS 35,000 255,666 210,000 230,847 RIDES 43,376 52,271 61,138 299,742 381,555 343,867 MERCHANDISE COMMISSION 64,290 63,511 141,926 495,341 463,601 544,615 STROLLER/RENTALS/WILD ENC 59,796 74,575 74,497 445,463 544,368 488,129 EDUCATION 100,192 93,855 62,580 698,884 830,788 452,572 PROMOTIONS 85,824 65,584 82,636 2,316,636 2,092,746 2,171,130 MEMBERSHIP 293,462 340,667 337,699 2,235,693 2,298,186 2,278,168 OTHER 3,402 17,516 3,026 99,623 149,497 112,876 TOTAL OPERATING REVENUE 1,455,521 1,696,057 1,611,050 12,511,579 12,634,413 11,597,718 COST OF GOODS SOLD 0 0 0 0 0 0 GROSS MARGIN $1,455,521 $1,696,057 $1,611,050 $12,511,579 $12,634,413 $11,597,718 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% OPERATING EXPENSES: SALARIES 1,059,094 1,053,345 449,663 9,727,626 10,298,937 8,574,441 BENEFITS 298,830 277,415 207,341 2,787,416 2,746,954 2,555,876 SUPPLIES 68,020 49,525 109,793 655,789 700,705 571,680 UTILITIES 62,507 89,795 36,952 680,980 897,950 694,198 OUTSIDE SERVICES 226,358 146,720 156,191 2,095,153 1,946,652 1,857,553 ANIMAL CARE 75,570 76,758 330 849,147 913,656 823,435 OTHER 126,687 175,209 137,995 3,025,802 3,132,271 2,826,399 TOTAL OPERATING EXPENSE 1,917,067 1,868,768 1,098,266 19,821,912 20,637,126 17,903,581 OTHER REVENUES: LEASES 1,386,051 1,357,505 1,357,069 CONTRIBUTIONS 10,453 17,292 10,656 96,074 149,729 96,665 INTEREST 144,202 60,000 75,026 1,486,977 690,000 813,664 TOTAL OTHER REVENUE 154,655 77,292 85,682 2,969,103 2,197,234 2,267,398 OPERATING INCOME (LOSS) (306,890) (95,419) 598,466 (4,341,230) (5,805,478) (4,038,465) TRANSFERS (306,890) (95,419) 598,466 (4,341,230) (5,805,478) (4,038,465) NET INCOME (LOSS) $0 $0 $0 $0 $0 $0 Page 13 of 48  OKLAHOMA CITY ZOOLOGICAL TRUST BUDGET ANALYSIS FOR THE TEN MONTHS ENDING 4/30/2025 CURRENT MONTH YEAR TO DATE ACTUAL BUDGET LAST YR ACTUAL BUDGET LAST YR REVENUES: GUEST EXPERIENCE $972,642 $1,164,504 $1,090,110 $6,905,077 $6,951,503 $6,346,510 GROUP EVENTS 0 13,931 35,000 255,666 311,693 236,462 OTHER 482,880 517,622 485,941 5,350,836 5,371,217 5,014,746 TOTAL OPERATING REVENUE 1,455,521 1,696,057 1,611,050 12,511,579 12,634,413 11,597,718 OPERATIONAL EXPEND BY DIVISION: ADMINISTRATIVE 317,181 386,945 208,536 4,029,472 4,187,095 3,835,952 ANIMAL 459,523 430,668 254,341 4,368,208 4,550,100 3,917,842 MARKETING & INTERPRETIVE SVC 112,824 104,448 85,798 2,149,848 2,131,905 1,978,949 BUILDING & GROUNDS 503,670 510,234 311,618 4,868,448 5,290,022 4,347,635 EDUCATION 90,567 75,445 28,533 860,939 891,574 586,229 VISITOR SERVICES 290,175 229,619 201,233 2,020,173 2,060,371 1,755,368 VETERINARY 143,125 131,408 8,207 1,524,825 1,526,058 1,481,606 TOTAL OPERATING EXPENSE 1,917,067 1,868,768 1,098,266 19,821,912 20,637,126 17,903,581 NET OPERATING REVENUE (461,546) (172,711) 512,784 (7,310,333) (8,002,713) (6,305,863) OTHER REVENUE: SALES TAX FUND REVENUE 1,369,539 1,424,454 1,466,334 14,971,556 15,397,846 15,136,664 CONTRIBUTIONS 10,453 17,292 10,656 96,074 149,729 96,665 OTHER REVENUE 144,202 60,000 75,026 2,873,028 2,047,505 2,170,733 TOTAL OTHER REVENUE 1,524,195 1,501,747 1,552,016 17,940,658 17,595,081 17,404,062 NET REVENUE BEFORE DEPRECIATION AND CAPITAL EXPENDITURES $1,062,649 $1,329,036 $2,064,800 $10,630,325 $9,592,368 $11,098,199 OPERATING REVENUE/EXPENSE RATIO 75.94% 90.76% 146.69% 63.12% 61.22% 64.78% Page 14 of 48 TO: Chair and Trustees of the Oklahoma City Zoological Trust FROM: Dwight Lawson, Executive Director/CEO DATE: May 28, 2025 SUBJECT: Oklahoma City Zoological Trust’s Budget for the Fiscal Year 2025-2026 Background: The following is a summary of the Oklahoma City Zoological Trust budget totaling $108,762,690. Actual revenues and expenditures for Fiscal Year 2023- 2024 and the budget for Fiscal Year 2024-2025 are also provided for comparison purposes. Operating Revenue: The operating revenue budget of $19,020,605 is an increase of $2,177,523 over projected revenue for the 2024-2025 fiscal year. Total Revenue and Carryover: The total revenue and carryover budget of $108,762,690 is an increase of $16,098,055 over budgeted revenue and carryover for the 2024-2025 fiscal year. Recommendation: Budget be approved. Page 15 of 48 Oklahoma City Zoological Trust FY-26 Budget Page 16 of 48 OKLAHOMA CITY ZOOLOGICAL TRUST BUDGETED INCOME STATEMENT SUMMARY FY 25/26 Budget vs Projected FY 24/25 BUDGET PROJECTED INCREASE/ BUDGET ACTUAL ACTUAL FY 25/26 FY 24/25 (DECREASE) PERCENT FY 24/25 FY 23/24 FY 22/23 REVENUES: ADMISSIONS $6,951,680 6,113,671 $838,009 13.7% $5,832,564 $5,164,087 $4,168,918 ANIMAL SHOW ADMISSIONS 48,445 169,199 (120,754) -71.4% 208,659 167,127 229,139 ANIMAL FEEDINGS 292,871 318,015 (25,144) -7.9% 333,167 254,672 257,668 FOOD & BEVERAGE/VENDING 1,445,000 1,291,076 153,924 11.9% 1,284,000 1,246,737 907,779 CATERING/RENTALS 0 48,238 (48,238) -100.0% 136,000 5,615 77,942 CONCERTS 450,000 430,666 19,334 4.5% 350,000 370,847 255,746 RIDES 489,630 418,304 71,326 17.1% 512,082 463,486 389,438 MERCHANDISE COMMISSION 750,000 650,961 99,039 15.2% 620,000 724,535 535,140 STROLLER/RENTALS/WILD ENC 658,283 649,997 8,286 1.3% 738,449 708,469 626,866 EDUCATION 988,404 842,008 146,396 17.4% 980,660 501,020 490,652 PROMOTIONS 2,810,957 2,602,395 208,562 8.0% 2,350,000 2,673,451 2,253,175 MEMBERSHIP 3,500,000 3,234,711 265,289 8.2% 3,250,000 3,221,691 2,764,492 OTHER 635,336 118,858 516,478 434.5% 247,500 200,014 233,061 TOTAL OPERATING REVENUE 19,020,605 16,888,099 $2,132,507 12.6% 16,843,082 15,701,749 13,190,016 OPERATING EXPENSES: SALARIES $13,989,313 $11,347,628 $2,641,685 23.3% $12,890,226 $11,403,271 $9,719,581 BENEFITS 3,630,456 3,148,096 482,360 15.3% 3,365,860 3,137,187 2,891,762 SUPPLIES 955,751 779,881 175,870 22.6% 865,012 767,044 635,144 UTILITIES 925,599 962,102 (36,503) -3.8% 1,077,540 862,382 1,979,385 OUTSIDE SERVICES 2,512,368 2,335,040 177,328 7.6% 2,248,894 2,470,915 2,010,087 ANIMAL CARE 1,178,534 1,009,612 168,922 16.7% 1,075,267 970,663 915,073 OTHER 3,895,244 3,784,042 111,202 2.9% 3,757,465 3,558,365 2,870,410 TOTAL OPERATING EXPENSE 27,087,265 23,366,401 3,720,864 15.9% 25,280,264 23,169,827 21,021,442 OTHER REVENUE: LEASES 1,404,528 1,433,074 ($28,546) -2.0% 1,404,528 1,404,092 1,357,505 CONTRIBUTIONS (Round up) 131,959 125,501 $6,458 5.1% 120,000 162,066 133,703 INTEREST 1,320,000 1,367,809 ($47,809) -3.5% 810,000 1,069,452 662,471 TOTAL OTHER REVENUE 2,856,487 2,926,384 ($69,897) -2.4% 2,334,528 2,635,610 2,153,679 OPERATING INCOME (LOSS) (5,210,173) (3,551,917) (1,658,256) 46.7% (6,102,653) (4,832,468) (5,677,747) SALES TAX FUND REVENUE 18,133,387 16,592,163 $1,541,223 9.3% 18,587,270 18,139,360 17,884,281 NET INCOME (LOSS) $12,923,213 $13,040,246 ($117,032) -0.9% $12,484,617 $13,306,892 $12,206,534 Page 17 of 48  Oklahoma City Zoological Trust FY 2025-26 Budget Summary BUDGET BUDGET ACTUAL Revenue and Expenditures FY 25/26 FY 24/25 FY 23/24 Operating Revenue $19,020,605 $16,843,082 $15,701,749 Other Revenue 2,856,487 2,334,528 2,635,610 Sales Tax Revenue 18,133,387 18,587,270 18,139,360 Fund Carryover 66,152,211 52,399,754 41,496,034 Tax Credit/Capital Campaign/OZS 2,600,000 2,500,000 4,885,331 Total Revenue & Carryover 108,762,690 92,664,635 82,858,084 Total Expenditures 27,087,265 25,280,264 23,169,827 Debt Service 2,750,515 2,754,541 2,752,163 Operational/CIP Contingency 500,000 500,000 717,744 AZA Survey Preparation 394,845 Capital Improvement Projects (CIP) 500,000 500,000 305,212 Master- Plan Expenditures 8,871,396 21,316,000 6,698,863 (Shore to Sea, Water Well Houses, Water Tower, Master Plan) Net Available for Master Plan Projects 69,053,514 42,313,830 48,819,430 Page 18 of 48  Oklahoma City Zoological Trust Revenue Projection for Fiscal year 2025-26 Description FY-26 BUDGET Description FY-26 BUDGET Description FY-26 BUDGET ADMISSIONS: MOLD-A-MATIC 48,067 HTZ PROMOTIONS - TAXABLE 120,000 GENERAL ADMISSION 6,251,680 CAMEL RIDE 127,573 RENT - GROUP EVENTS 400,000 GROUPS - TAXABLE 400,000 ZOO KEYS 13,000 SAFARI LIGHTS REVENUE 1,700,000 GROUPS - NO TAX 300,000 PHOTO BOOTH 32,649 BIRTHDAY PARTIES 75,453 ANIMAL SHOW ADMISSIONS: MONARCH FLYAWAY ZIPLINE 2,000 ANIMAL ART SALES 5,000 STINGRAY BAY ADMISSION 48,445 ULTIMATE VIP ZOO EXPERIENCE 3,890 SIP N STROLL 440,000 ANIMAL FEEDINGS: WILD ENCOUNTERS - GRIZZLY 20,434 BREAKFAST WITH ANIMALS 25,000 LORIKEET NECTAR SALES 162,587 WILD ENCOUNTERS - ELEPHANT 44,162 SAFARI OVERNIGHTS 21,600 GIRAFFE FOOD SALES 130,284 WILD ENCOUNTERS - GALAPAGOS 15,134 SALES TAX - PROMOTIONS (1,096) FOOD & B EVERAGE: WILD ENCOUNTERS - RHINO 4,891 MEMB ERSHIP: COMMISSION - CONCESSION 1,250,000 WILD ENCOUNTERS - KOMODO 4,097 MEMBERSHIP 3,500,000 SOFT DRINK/CANDY MACHINES 195,000 WILD ENCOUNTERS - RIVER HOG 3,535 OTHER: CONCERTS: WILD ENCOUNTERS - GIRAFFE 3,497 HORTICULTURE SALES 2,000 AMPHITHEATER LEASE 450,000 FLAMINGO MINGLE 11,539 MISC REVENUE - ADMIN 66,136 RIDES: RHINO FEEDING 16,794 OZS CONTRIBUTIONS 567,200 TRAM RIDE 141,861 STINGRAY FEEDING EXPERIENCE 2,833 OTHER REVENUE: CAROUSEL RIDE 142,483 SALES TAX - MDSE (25,683) DONATIONS 69,745 ZOO PLUS 88,204 SALES TAX - STROLLERS (18,188) INTEREST INCOME 1,320,000 SAFARI CART 5,001 EDUCATION: REMINGTON LAND LEASE 1,404,528 GORILLA TREK 112,081 BIRTHDAY PARTY ANIMAL PRES. 11,769 ROUND UP FOR CONSERVATION 62,213 MERCHANDISE COMMISSION: SCHOOL PROGRAMS 32,119 OTHER REVENUE: MERCHANDISE COMMISSION 750,000 ZOOMOBILES - SALES TAX REVENUES 18,133,387 STROL LER: CAMPOUTS / SNOOZE 22,299 PENNY MACHINES 74,226 DAY CAMPS 359,497 TOTAL REVENUE 40,010,479 DUCK FOOD MACHINES 17,455 PRESCHOOL TUITION 562,720 REVENUE FROM OPERATIONS 21,877,092 STROLLERS 256,225 PROMOTIONS: SALES TAX REVENUE 18,133,387 PET HOTEL 152 MARKETING REVENUE - NO TAX 25,000 TOTAL REVENUE 40,010,479 Page 19 of 48 OKLAHOMA CITY ZOOLOGICAL TRUST BUDGETED DETAILED STATEMENT OF EXPENDITURES Budget Projected Increase / Budget Actual Actual Actual EXPENDITURES: FY 25/26 FY 24/25 (Decrease) Percent FY 24/25 FY 23/24 FY 22/23 FY 21/22 SALARIES: PERMANENT $11,417,490 9,459,890.04 $1,957,600 20.7% $10,687,632 $9,559,392 $8,305,573 $7,569,757 TEMPORARY 2,571,823 1,887,738 684,085 36.2% 2,202,595 1,843,878 1,414,008 1,500,470 TOTAL SALARIES 13,989,313 11,347,628 $2,641,685 23.3% 12,890,227 11,403,270 9,719,581 9,070,227 BENEFITS: SOCIAL SECURITY $1,062,985 $840,707 $222,278 26.4% $985,845 $839,610 $710,232 $693,872 RETIREMENT 687,649 477,751 $209,898 43.9% 643,523 411,626 516,630 564,704 GROUP INSURANCE 1,650,000 1,680,245 ($30,245) -1.8% 1,479,978 1,558,040 1,455,732 1,251,734 WORKMENS COMPENSATION 131,038 137,297 ($6,259) -4.6% 185,953 233,811 209,167 268,638 STATE UNEMPLOYMENT 98,784 12,096 $86,688 716.7% 70,560 94,100 - 50,400 TOTAL BENEFITS 3,630,456 3,148,096 $482,360 15.3% 3,365,860 3,137,187 2,891,761 2,829,348 SUPPLIES: OFFICE/OPERATING $261,514 $134,953 $126,561 93.8% $194,168 $181,758 $109,432 $105,985 UNIFORMS 40,000 33,697 6,303 18.7% 40,000 31,388 33,788 35,000 GAS/OIL/LUBE 17,000 19,053 (2,053) -10.8% 31,200 30,678 20,191 12,000 CUSTODIAL 78,750 80,786 (2,036) -2.5% 63,200 74,424 59,874 72,000 HORTICULTURE 104,690 89,295 15,395 17.2% 123,550 68,767 64,848 92,500 GRAPHICS 23,422 70,130 (46,708) -66.6% 40,180 24,801 29,294 34,500 MAINT. (BLDG & GRNDS) 313,679 248,962 64,718 26.0% 269,096 267,581 232,195 127,152 MAINT. (VEHCL & EQUIP) 96,737 89,493 7,243 8.1% 75,000 78,915 73,162 75,000 EDUCATIONAL 17,559 12,219 5,340 43.7% 24,118 8,706 11,941 23,673 FUNDRAISING/PROMOTIONAL 2,400 1,294 1,106 85.5% 4,500 26 418 50,400 RISK MANAGEMENT - - - 0.0% - - - - TOTAL SUPPLIES 955,751 779,881 175,870 22.6% 865,012 767,044 635,143 628,210 UTILITIES: ELECTRIC $628,755 $634,606 ($5,851) -0.9% $725,568 $610,111 $626,807 $525,000 GAS & FUEL OIL 196,343 169,906 26,438 15.6% 200,400 148,522 220,851 120,000 WATER 100,500 157,590 (57,090) -36.2% 151,572 103,749 1,131,727 500,000 TOTAL UTILITIES 925,599 962,102 (36,503) -3.8% 1,077,540 862,382 1,979,385 1,145,000 Page 20 of 48 OUTSIDE SERVICES: POSTAGE $7,880 $7,338 $542 7.4% $4,520 $5,162 $4,302 $7,200 MAINT/REPAIR MINOR EQUIP 10,553 14,118 (3,565) -25.3% 15,380 13,407 24,872 41,710 TELEPHONE 52,824 47,059 5,765 12.2% 49,020 51,447 38,027 35,000 CONTRACTUAL SERVICES 1,018,078 787,841 230,237 29.2% 718,211 764,518 739,651 488,085 PUBLICATIONS & PRINTING 23,150 26,769 (3,619) -13.5% 18,300 9,321 32,536 25,900 ANIMAL MEDICAL 62,595 66,638 (4,043) -6.1% 62,017 55,868 65,687 50,094 REFUSE DISPOSAL 114,900 113,564 1,336 1.2% 97,920 101,914 82,211 68,000 MAINT/REPAIR (BLDG & GRNDS) 91,500 118,104 (26,604) -22.5% 50,400 94,514 46,080 100,000 MAINT/REPAIR (VEHCL & EQUIP) 2,800 689 2,111 100.0% 5,750 4,277 154 6,000 HORTICULTURE 17,500 15,298 2,202 0.0% 18,700 41,459 83,529 1,000 GRAPHICS 28,100 14,567 13,533 92.9% 27,800 51,151 25,592 17,000 EQUIPMENTAL RENTAL 76,920 65,613 11,307 17.2% 20,050 48,156 11,252 38,500 ADVERTISING 366,160 357,343 8,817 2.5% 366,620 426,536 323,905 163,000 EMPLOYMENT EXPENSE 25,317 62,801 (37,484) -59.7% 28,042 18,374 12,701 25,000 PROFESSIONAL SERVICES 92,419 141,144 (48,725) -34.5% 173,398 82,879 92,330 109,450 CITY ADMINISTRATION 334,223 336,550 (2,327) -0.7% 426,916 467,182 317,748 345,167 LICENSES 187,450 159,603 27,847 17.4% 165,850 234,751 109,509 109,400 TOTAL OUTSIDE SERVICES 2,512,368 2,335,040 66,741 2.9% 2,248,894 2,470,916 2,010,086 1,630,506 ANIMAL CARE: ANIMAL FOOD $872,250 $714,750 $157,500 22.0% $757,374 $718,901 $681,544 $595,350 HOSPITAL SUPPLIES 108,730 111,310 (2,580) -2.3% 98,960 121,092 88,205 80,500 ANIMAL SUPPLIES 152,558 142,854 9,704 6.8% 187,400 104,169 118,773 133,157 ANIMAL EXHIBITS 42,588 40,129 2,460 6.1% 29,250 26,502 26,551 24,467 STINGRAY 2,408 570 1,838 322.6% 2,282 - - - TOTAL ANIMAL CARE 1,178,534 1,009,612 168,922 16.7% 1,075,267 970,664 915,073 833,474 OTHER: PROFESSIONAL DEVELOPMENT $182,428 $149,042 $33,386 22.4% $159,949 $134,398 $89,044 $62,000 INSURANCE 555,972 720,970 (164,998) -22.9% 704,693 607,737 325,111 267,202 BUSINESS EXPENSE 18,800 14,573 4,227 29.0% 18,225 11,255 18,809 7,500 MEMBERSHIPS/SUBSCRIPTIONS 124,663 95,510 29,153 30.5% 112,904 112,633 118,453 93,766 INCENTIVE AWARDS 2,800 11,894 (9,094) -76.5% 3,100 1,523 5,895 - SMALL MACHINERY/EQUIP 201,172 233,051 (31,879) -13.7% 206,884 179,845 85,060 213,954 SPECIAL EVENTS/OZS SUPPORT 952,522 782,750 169,772 21.7% 777,900 762,394 760,000 604 VENDOR/SHARED REVENUE 1,107,301 1,025,463 81,838 8.0% 980,000 678,111 851,367 185,000 ANIMAL SHIPPING 19,900 34,416 (14,516) -42.2% 29,700 15,453 23,086 20,000 GE EVENTS/MISC/OTHER - - - 0.0% - 9,182 1,198,500 PROMOTIONAL ACTIVITIES 278,760 378,121 (99,361) -26.3% 283,080 858,905 367,496 365,400 CONSERVATION SUPPORT 230,705 267,347 (36,642) -13.7% 217,130 174,326 194,119 - RESEARCH/MISC/CONTINGENCY 220,220 70,904 149,316 210.6% 263,900 21,783 22,789 189,626 TOTAL OTHER 3,895,244 3,784,042 111,202 2.9% 3,757,465 3,558,363 2,870,411 2,603,552 TOTAL EXPENDITURES 27,087,265 23,366,401 3,720,864 15.9% 25,280,264 23,169,826 21,021,440 18,740,317 Page 21 of 48 TO: Chair and Trustees of the Oklahoma City Zoological Trust FROM: Dwight Lawson, Executive Director/CEO DATE: May 28, 2025 SUBJECT: Resolution of the Oklahoma City Zoological Trust waiving competitive bidding and authorizing the sole source purchase of ticket and SSO software from ACME Technologies, INC., cost of $180,000, retroactive to March 1, 2025, through February 29, 2028. Purpose: The original agreement with ACME Technologies, Inc. for Ticketing and membership Software License and Support was approved by the Trust on September 25, 2019. This agreement was for three years and after the expiration of the original agreement in 2023 the Zoo contracted with ACME on a year-to-year basis for the same services. It is recommended that competitive bidding is waived and authorize the sole source purchase of ticket and SSO software from ACME Technologies Inc., cost of $180,000, retroactive to March 1, 2025, through February 29, 2028. Recommendation: Resolution be approved. Page 22 of 48  RESOLUTION RESOLUTION OF THE OKLAHOMA CITY ZOOLOGICAL TRUST WAIVING COMPETITIVE BIDDING AND AUTHORIZING THE SOLE SOURCE PURCHASE OF TICKET AND SSO SOFTWARE FROM ACME TECHNOLOGIES, INC., COST OF $180,000, RETROACTIVE TO MARCH 1, 2025, THROUGH FEBRUARY 29, 2028. WHEREAS, on September 25, 2019 (Item No. IVE) the Oklahoma City Zoological Trust (Zoo) approved a recommendation to waive competitive bidding and execute an Agreement with ACME Technologies, Inc. (ACME) for Ticketing and Membership Software License and Support; and WHEREAS, the Agreement was for three (3) years and began on March 31, 2020; and WHEREAS, after the expiration of the original Agreement in 2023, the Zoo contracted with ACME on a year-to-year basis for the same services; and WHEREAS, staff believes it is in the best interest of the Zoo to enter into a three (3) year Agreement with ACME for the same services, at a cost of $180,000; and WHEREAS, due to the Zoo’s Purchasing Policies and Procedures Manual, contracts that exceed $100,000 must be formally bid or a sole source resolution must be approved by the Zoo Trust; and WHEREAS, switching to a new ticketing system at this time would cause significant disruptions to business operations and staff; and WHEREAS, the current ticketing solution is already integrated into business processes across multiple departments, ensuring smooth and reliable operations; and WHEREAS, maintaining continuity avoids the unnecessary risks associated with transitions to a new unknown system at this time; and Sole Source Agreement ACME Technologies Inc. Page 23 of 48  WHEREAS, staff can continue to focus on strategic initiatives and growth. NOW, THEREFORE, BE IT RESOLVED by the Trustees of the Oklahoma City Zoological Trust that they do hereby waive competitive bidding and authorize the sole source purchase of ticket and SSO software from ACME Technologies, Inc., cost of $180,000, retroactive to March 1, 2025, through February 29, 2028. ATTEST: OKLAHOMA CITY ZOOLOGICAL TRUST ________________________ _______________________________________ Trust Secretary Chairperson Reviewed for form and legality. _________________________________ Assistant Municipal Counselor Sole Source Agreement ACME Technologies Inc. Page 24 of 48  ‭Platform Services Agreement‬ ‭Annual Subscription Renewal & SSO Subscription‬ ‭Oklahoma City Zoo‬ Page 25 of 48  ‭Renewal Agreement‬ ‭This Renewal Agreement (“Agreement") is entered into as of March 1, 2025, by and between ACME Technologies, Inc. and Oklahoma‬ ‭City Zoological Trust. The new terms will begin upon the effective date.‬ ‭Three-Year Agreement‬ ‭Subscription Service (2025-2026)‬ ‭Quantity‬ ‭Rate‬ ‭Amount‬ ‭Platform License Subscription - Annual Renewal‬ ‭1‬ ‭$55,000‬ ‭$55,000‬ ‭ACME Single Sign-On - Annual Subscription‬ ‭1‬ ‭$3,000‬ ‭$3,000‬ ‭2025-26 Total‬ ‭$58,000‬ ‭Subscription Service (2026-2027)‬ ‭Platform License Subscription - Annual Renewal‬ ‭1‬ ‭$57,000‬ ‭$57,000‬ ‭ACME Single Sign-On - Annual Subscription‬ ‭1‬ ‭$3,000‬ ‭$3,000‬ ‭2026-27 Total‬ ‭$60,000‬ ‭Subscription Service (2027-2028)‬ ‭Platform License Subscription - Annual Renewal‬ ‭1‬ ‭$59,000‬ ‭$59,000‬ ‭ACME Single Sign-On - Annual Subscription‬ ‭1‬ ‭$3,000‬ ‭$3,000‬ ‭2027-28 Total‬ ‭$62,000‬ ‭Total - 3 Years‬ ‭$180,000‬ I‭mplementation Services (Waived)‬ ‭Quantity‬ ‭Rate‬ ‭Amount‬ ‭ACME Single Sign-On - Implementation Fee (One Time)‬ ‭1‬ ‭$1,000‬ ‭$0‬ ‭Total‬ ‭$0‬ ‭Transaction Processing Fees‬ ‭Rate‬ ‭All credit and debit transactions‬ ‭2.4% + $0.10 per card transaction‬ ‭Refund transactions‬ ‭$0.30 per transaction‬ ‭Chargeback fee‬ ‭$15 per item‬ ‭Invoice Late Fee‬ ‭1.5% per month after 5 days past due‬ ‭Enhanced Fraud Shield with 3DS‬ ‭$0.10 per online card authorization attempt‬ Page 26 of 48 ‭ACME PLATFORM SaaS SUBSCRIPTION‬ ‭ACME Access‬ ‭vmware Licenses (mobile device management)‬ ‭Control Application‬ ‭Access to all standard Access Control features and functions (current and future)‬ ‭Browser-based availability per SLA‬ ‭ACME Backoffice Application‬ ‭Access to all standard backoffice features and functions (current and future)‬ ‭vmware Licenses (mobile device management)‬ ‭ACME POS Application‬ ‭Access to all standard POS features and functions (current and future)‬ ‭Online checkout site with customer branding‬ ‭ACME Online Checkout‬ ‭Access to all standard online checkout features and functions‬ ‭Branded URL Service‬ ‭ACME will host and secure a branded URL (for active subscribers only)‬ ‭General Ledger Adapter‬ ‭Web-based application to support general ledger post file creation and management of allocation rules (for active‬ ‭Service‬ ‭subscribers only)‬ ‭Omnichannel payment acceptance solutions provided by ACME‬ ‭Secure card readers and network tokens utilized for compliance‬ ‭Merchant Services‬ ‭Transaction and fee reporting available in the ACME back office‬ ‭Fraud Shield with 3DS option to mitigate card not present fraud (activation required)‬ ‭Access to a sandbox environment‬ ‭Access to all standard future product upgrades and enhancements‬ ‭Cloud-hosting through Amazon Web Services‬ ‭Platform‬ ‭Cloudflare content delivery network (DDoS protection and API-level protection)‬ ‭Data security, encryption, and disaster recovery‬ ‭General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA) adherence‬ ‭PCI Level 1 Compliance‬ ‭ACME APIs & INTEGRATIONS‬ ‭Access to ACME APIs for custom development projects‬ ‭APIs‬ ‭Access to a Sandbox environment for testing‬ ‭Developer portal (API documentation and support resources)‬ ‭OTA Integrations (e.g. CityPASS, Ingresso, TripAdvisor, GetYourGuide, Tiqets) Requires‬ ‭Customer agreement with the vendor.‬ ‭Integration with Customer’s Google Tag Manager and/or Google Analytics 4 account‬ I‭ntegrations‬ ‭SendGrid integration with custom dynamic email templates.‬ ‭Requires Customer SendGrid account.‬ ‭Integration with 3rd party vendor digital membership solutions (e.g. MuseumAnywhere, Cuseum, PassPlay).‬ ‭Requires Customer agreement with the vendor.‬ Page 27 of 48 ‭ACME PLATFORM SaaS SUBSCRIPTION‬ ‭Single Sign On (SSO) enables an organization with a centralized Identity Provider (IDP) to have users seamlessly login to‬ ‭third party systems in a trusted manner without additional passwords.‬ ‭For IT managers at these organizations, SSO integrations simplify workflows of identity management by easily enabling‬ ‭and disabling access to external systems.‬ ‭Security Assertion Markup Language (SAML) is an open standard that allows users to sign in to multiple applications and‬ ‭services using a single set of credentials.‬ ‭ACME utilizes SAML to provide credential mapping for authenticated users from their respective IDP.‬ ‭ACME Single Sign On‬ ‭Client will configure their IDP application, providing credentials and endpoints to interface with ACME’s SAML.‬ ‭ACME will provide values such as ID, reply URL, sign on URL and a unique APP Federation Metadata URL.‬ ‭ACME will have a default user RBAC setup which all users will inherit on linking. This RBAC must then be configured in‬ ‭the ACME backoffice after linking is completed.‬ ‭Client users will then login to ACME Backoffice and POS from their IDP application, with access and permissions now‬ ‭controlled by the organization’s IDP rules and policies..‬ Page 28 of 48 ‭Contact and Billing information‬ ‭Institution Name‬ ‭Oklahoma City Zoo, 2000 Remington Place, Oklahoma City, OK 73111‬ ‭Business Contact Name‬ ‭Matt Word‬ ‭Business Contact Phone Number‬ ‭(405) 425-0668‬ ‭Business Contact email address‬ ‭mword@okczoo.org‬ ‭Billing Contact Name‬ ‭Billing Contact Phone Number‬ ‭Billing Contact email address‬ ‭Institution Tax ID number‬ Page 29 of 48  ‭SERVICE LEVEL AGREEMENT‬ ‭1.‬ ‭Customer Platform Support‬‭All software support issues‬‭should be directed to the ACME Customer Support team.‬ ‭a.‬ ‭ACME Customer Support Hours‬ ‭i.‬ ‭Business Hours: ACME Customer Support is available Monday - Friday between 7:00 a.m. and 5:00 p.m. PT.‬ ‭ii.‬ ‭Weekends and non-major holidays: between 7:00 a.m. and 4:00 p.m. PT‬ ‭b.‬ ‭Major Holidays: ACME Product Support is closed on New Years Day, MLK Jr. Day (US), Presidents’ Day (US), Cesar Chavez Day (US), Memorial Day (US), Juneteenth (US),‬ ‭Independence Day (US), Labor Day (US) Thanksgiving Day (US), Day after Thanksgiving (US), Christmas Eve, Christmas Day.‬ ‭2.‬ ‭Platform Support Channels.‬‭Customer to identify up‬‭to 5 designated platform managers. Each platform manager can reach‬‭ACME Product Support via the following‬‭channels:‬ ‭a.‬ ‭Online:‬‭https://support.acmeticketing.com/‬ ‭b.‬ ‭Email:‬‭support@acmeticketing.com‬ ‭c.‬ ‭Critical Issue Hotline (for emergency use only): (408) 475-1156‬ ‭3.‬ ‭Platform‬ ‭Regularly‬ ‭Scheduled‬ ‭Maintenance‬‭.‬ ‭Regularly‬ ‭scheduled‬ ‭maintenance‬ ‭time‬ ‭does‬ ‭not‬ ‭count‬ ‭as‬ ‭downtime.‬ ‭Maintenance‬ ‭notifications‬ ‭are‬ ‭communicated‬ ‭via‬ ‭ACME‬ ‭customer‬ ‭support‬ ‭emails‬ ‭and‬‭ACME’s‬‭Status‬‭Page:‬‭https://acmetechnologies.statuspage.io/‬‭.‬‭Maintenance‬‭time‬‭is‬‭considered‬‭regularly‬‭scheduled‬‭if‬‭it‬‭is‬‭communicated‬‭at‬‭least‬‭24‬‭hours‬ ‭in advance.‬ ‭4.‬ ‭Platform Availability - Service Level Agreement Terms‬ ‭a.‬ ‭Uptime.‬ ‭ACME‬ ‭shall‬ ‭maintain‬ ‭99.9%‬ ‭uptime‬ ‭with‬ ‭respect‬ ‭to‬ ‭the‬ ‭Mission‬ ‭Critical‬ ‭aspects‬ ‭of‬ ‭the‬ ‭Services‬ ‭during‬ ‭each‬ ‭calendar‬ ‭quarter‬ ‭of‬ ‭the‬ ‭Term‬ ‭of‬ ‭this‬ ‭Agreement,‬ ‭excluding‬ ‭regularly‬ ‭scheduled‬ ‭maintenance‬ ‭windows‬ ‭(as‬ ‭described‬ ‭below).‬ ‭A‬ ‭“‬‭Mission‬ ‭Critical‬‭”‬ ‭issue‬ ‭occurs‬ ‭when‬ ‭ACME‬ ‭sales‬ ‭channel‬ ‭flows‬ ‭are‬ ‭unable‬ ‭to‬ ‭process‬ ‭purchase‬ ‭orders‬ ‭and‬ ‭such‬ ‭failure‬ ‭is‬ ‭not‬ ‭caused‬ ‭by‬ ‭a‬ ‭third-party‬ ‭service‬ ‭used‬ ‭by‬ ‭ACME‬ ‭(e.g.‬ ‭payment‬ ‭processors,‬ ‭decryption‬ ‭services,‬ ‭hosting‬ ‭service,‬ ‭etc.)‬ ‭or‬ ‭an‬ ‭internet/network‬ ‭provider‬ ‭to‬ ‭ACME‬ ‭or‬ ‭any‬ ‭on-site‬ ‭issues‬ ‭not‬ ‭related‬‭to‬‭the‬‭ACME‬‭Platform‬‭(e.g.‬‭the‬‭Ticketing‬‭Hardware,‬‭used‬‭by‬‭the‬‭POS‬‭application‬‭failing‬‭or‬‭changes‬‭to‬ ‭the‬ ‭front‬‭desk‬‭hardware/IT‬‭configuration‬‭causing‬‭an‬‭interruption‬‭of‬‭service)‬‭The‬‭measurement‬‭of‬‭uptime‬‭shall‬‭be‬‭based‬‭solely‬‭on‬‭reporting‬‭provided‬‭from‬‭monitoring‬‭tools‬ ‭utilized‬‭by‬‭ACME.‬‭For‬‭clarity,‬‭system‬‭failures‬‭directly‬‭resulting‬‭from‬‭Customer’s‬‭servers,‬‭Customer’s‬‭internet‬‭access,‬‭or‬‭catastrophic‬‭events‬‭beyond‬‭the‬‭control‬‭of‬‭ACME‬‭shall‬ ‭not be counted as downtime.‬ ‭b.‬ ‭Service Level Agreement Terms‬‭:‬ I‭ssue Type‬ ‭Description‬ ‭Support First Response‬ ‭Outcome‬ ‭●‬ ‭P0 - Complete Service Failure:‬‭The ACME‬ ‭●‬ ‭P0‬‭- ACME will use commercially reasonable‬ ‭Platform is unavailable across all sales channels‬ ‭efforts to resolving all Severity Level 0 incidents as‬ ‭●‬ ‭P1 - Severely Impaired Service with No‬ ‭soon as possible until the issue has a temporary‬ ‭Workaround:‬‭One or more sales channels are‬ ‭Within 1 Operating Hour of‬ ‭repair /workaround in place. A permanent repair‬ ‭offline, and tickets cannot be sold using another‬ ‭confirmed Service Interruption,‬ ‭Service‬ ‭will be performed during normal Business Hours.‬ ‭sales channel.‬ ‭ACME Customer Support will‬ I‭nterruptions‬ ‭●‬ ‭P1 & P2‬‭- ACME will work to resolve all P1 and‬ ‭●‬ ‭P2 - Intermittent/Delayed Performance:‬ ‭engage the ACME Engineering‬ ‭P2 incidents during normal business hours until‬ ‭One or more sales channels on the ACME platform‬ ‭team.‬ ‭the issue has a temporary repair or workaround in‬ ‭are experiencing significant delays or intermittent‬ ‭place and then work to provide permanent repair.‬ ‭service that is outside of the normal operating‬ ‭parameters of ACME.‬ ‭●‬ ‭Tasks, Questions, Troubleshooting‬ ‭●‬ ‭Urgent‬‭- 1 Operating Hour‬ ‭●‬ ‭Tasks, Questions, Troubleshooting‬ ‭●‬ ‭High‬‭- 4 Business Hours‬ ‭Assistance‬‭- This category includes all requests‬ ‭●‬ ‭Medium‬‭- 8 Business Hours‬ ‭Assistance‬‭- ACME Support will work with the‬ ‭that can be addressed by Product Support and do‬ ‭●‬ ‭Low‬‭- 24 Business Hours‬ ‭customer to resolve issues as appropriate.‬ ‭not require the assistance of the Engineering‬ ‭●‬ ‭Bug Reports‬‭- Bugs and tickets requiring‬ ‭Other Issues‬ ‭team.‬ ‭Urgent issues are any issues‬ ‭Engineering assistance will be reported to the‬ ‭●‬ ‭Bug Reports‬‭- Issues where the ACME Platform is‬ ‭that have a significant impact‬ ‭Engineering team for further investigation.‬ ‭not behaving as designed.‬ ‭on the venue’s ability to sell a‬ ‭●‬ ‭Enhancement Requests‬‭- Customer requests‬ ‭●‬ ‭Enhancement Requests‬‭- Any idea, new‬ ‭ticket.‬ ‭for enhancements will be reported to the Product‬ ‭feature, or enhancement to existing features‬ ‭Management team for consideration.‬ ‭submitted by the Customer.‬ ‭5.‬ ‭Hardware‬ ‭Support‬‭.‬ ‭ACME‬ ‭Customer‬ ‭Support‬ ‭will‬ ‭provide‬ ‭troubleshooting‬ ‭assistance‬ ‭to‬ ‭the‬‭IT‬‭Staff‬‭of‬‭the‬‭venue‬‭as‬‭necessary.‬‭General‬‭maintenance,‬‭cleaning,‬‭troubleshooting,‬‭and‬ ‭basic‬ ‭ACME-approved‬ ‭hardware‬ ‭support‬ ‭is‬ ‭the‬ ‭customer’s‬ ‭responsibility.‬ ‭For‬ ‭advanced‬ ‭assistance,‬ ‭the‬ ‭venue‬ ‭IT‬ ‭staff‬ ‭should‬ ‭contact‬ ‭the‬ ‭equipment‬ ‭manufacturer‬ ‭directly.‬ ‭Costs‬ ‭associated‬ ‭with‬ ‭consumables,‬ ‭equipment‬ ‭repair,‬ ‭or‬‭replacement‬‭are‬‭the‬‭responsibility‬‭of‬‭the‬‭customer.‬‭ACME‬‭strongly‬‭discourages‬‭the‬‭use‬‭of‬‭sticker‬‭stock‬‭with‬‭the‬‭BOCA‬‭ticket‬‭printer.‬ ‭Should the venue choose to use sticker stock with their ticket printers, the venue is responsible for all maintenance of the ticket printer and should work directly with BOCA.‬ ‭6.‬ ‭Network‬‭Support‬‭.‬‭All‬‭network‬‭configuration,‬‭maintenance,‬‭troubleshooting,‬‭service,‬‭and‬‭upkeep‬‭is‬‭the‬‭responsibility‬‭of‬‭the‬‭venue’s‬‭IT‬‭Staff.‬‭As‬‭a‬‭cloud-based‬‭platform,‬‭ACME‬‭requires‬ ‭a strong, stable internet connection at all times. Issues that are caused by an unstable network are not covered under this agreement.‬ ‭7.‬ ‭General‬ ‭a.‬ ‭SLA timers are not active when a ticket is waiting for a response from a customer.‬ ‭b.‬ ‭For SLA, Bug Reports and Enhancement Requests are considered resolved when they have been reported to the Product Management team.‬ ‭c.‬ ‭Bug Reports and Enhancement Requests will be prioritized against all other bugs and enhancements in the backlog and will be resolved in order of priority. Tickets that‬ ‭require engineering work are explicitly excluded from the SLA.‬ ‭d.‬ ‭Not all enhancement requests will be accepted or scheduled for inclusion in the ACME Platform.‬ Page 30 of 48 ‭Terms and Conditions‬ ‭This ACME Platform Services Agreement (“Agreement”) is made and entered into as of date of the last signature below (“Effective Date”), by and between ACME Technologies Inc., a Delaware‬ ‭corporation with its principal place of business at 111 N.Market St, Suite 300, Box 51, San Jose, CA 95113 (“ACME”), and the organization with its principal place of business at the address‬ ‭specified in the signature line (“Customer”). ACME has developed the platform features “as is” effective the signature date of this agreement and hosts the Subscription Services (as defined‬ ‭below), which are accessed and used by ACME’s customers. Customer desires to access and use the Subscription Services, and ACME is willing to permit Customer to access and use the‬ ‭Subscription Services, subject to the terms and conditions of this Agreement.‬ ‭NOW, THEREFORE, the parties hereby agree as follows:‬ ‭1.‬ ‭DEFINITIONS‬ ‭1.1.‬ ‭“Authorized User” means an employee or contractor of Customer that has (i) been assigned a unique username-password combination to access and use the‬ ‭Subscription Services, and (ii) registered online to access and use the Subscription Services.‬ ‭1.2.‬ ‭“Customer Data” means the Customer’s proprietary data and information input into and/or stored by the Subscription Services.‬ ‭1.3.‬ ‭“Fees” means the fees described in this agreement.‬ ‭1.4.‬ ‭“Implementation Services” means the services performed by ACME to configure and rollout the Subscription Services to Customer and Authorized Users, as‬ ‭described in this agreement.‬ ‭1.5.‬ ‭“Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights,‬ ‭know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.‬ ‭1.6.‬ ‭“Launch Date” means the date of the first live transaction processed through the ACME Platform‬ ‭1.7.‬ ‭“Software” means any ACME or third-party software used by ACME to provide the Implementation Services and/or Subscription Services.‬ ‭1.8.‬ ‭“Subscription Services” means the services provided by ACME, through any means that provides the functionality described in this agreement.‬ ‭1.9.‬ ‭“ Term” means the term of this Agreement as defined in Section 10.1.‬ ‭2.‬ ‭IMPLEMENTATION AND HARDWARE‬ ‭2.1.‬ ‭Implementation. Subject to Customer’s cooperation and assistance by Section 5.1, ACME will provide the Implementation Services as described in this agreement.‬ ‭2.2.‬ ‭Hardware. Customer must purchase the ACME-approved hardware to receive the Subscription Services and Implementation Services. Customer will own such‬ ‭hardware and be responsible for its maintenance, replacement and upkeep.‬ ‭2.3.‬ ‭Payment Processing. ACME may sub-contract with a third-party payment processor to provide payment processing services on its behalf to Customer. At ACME’s‬ ‭request, Customer shall enter into a written agreement with such third-party payment processor, on terms as mutually agreed upon by the parties.‬ ‭3.‬ ‭SUBSCRIPTION SERVICES‬ ‭3.1.‬ ‭Subscription Services. Subject to Customer’s compliance with the terms and conditions of this Agreement, commencing on the launch date and continuing‬ ‭throughout the remainder of the Term, ACME will provide the Subscription Services by and subject to the service level agreement outlined in this agreement (the‬ ‭“Service Level Agreement”). Customer may access and use the Subscription Services solely for its internal business purposes and such access and use is expressly‬ ‭limited to the number of Authorized Users.‬ ‭3.2.‬ ‭Restrictions. Customer shall not attempt to interfere with or disrupt the Subscription Services or the Software or attempt to gain access to any systems or networks‬ ‭that connect thereto (except as required to access and use the Subscription Services). Customer shall not allow access to or use of the Subscription Services by‬ ‭anyone other than Authorized Users. Customer shall not: (a) copy, modify or distribute any portion of the Subscription Services or Software; (b) rent, lease, or‬ ‭provide access to the Subscription Services on a time-share or service bureau basis; or (c) transfer any of its rights hereunder (except as specified in Section 14.8).‬ ‭3.3.‬ ‭Acceptable Use Policies and Exclusivity. Customer acknowledges and agrees that ACME does not monitor or police communications or data transmitted through the‬ ‭Subscription Services and that ACME shall not be responsible for the content of any such communications or transmissions. Customer shall use the Subscription‬ ‭Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations and the rights of others. Customer shall not use the‬ ‭Subscription Services to transmit any bulk unsolicited commercial communications.‬ ‭3.4.‬ ‭Data Maintenance and Backup Procedures. ACME shall not be responsible for any loss, destruction, alteration, unauthorized disclosure or corruption of Customer‬ ‭Data caused by Customer or any third party. ACME’S EFFORTS TO RESTORE LOST OR CORRUPTED CUSTOMER DATA SHALL CONSTITUTE ACME’S SOLE LIABILITY AND‬ ‭CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF CUSTOMER DATA.‬ ‭4.‬ ‭NEW SERVICES. If Customer requests ACME to perform any services that are different from or in addition to the Implementation Services and Subscription Services set forth‬ ‭herein (“New Services”), and ACME is willing to provide such different or additional services, then ACME shall provide a written quote to Customer listing the fees for such‬ ‭requested New Services (“New Service Fees”). If Customer accepts such quote in writing within fifteen (15) days: (a) ACME shall perform the New Services; (b) the Fees shall‬ ‭be adjusted to reflect the New Service Fees; and (c) such New Services shall be deemed Implementation Services and/or Subscription Services under this Agreement, as‬ ‭appropriate. Customer is solely responsible for obtaining and maintaining any required third-party product license to support the operations of the New Services.‬ ‭5.‬ ‭CUSTOMER OBLIGATIONS‬ ‭5.1.‬ ‭Cooperation and Assistance. As a condition to ACME’s obligations hereunder, Customer shall at all times: (a) provide ACME with good faith cooperation and access‬ ‭to such information, facilities, and equipment as may be reasonably required by ACME to provide the Implementation Services and Subscription Services, including,‬ ‭but not limited to, providing Customer Data, security access, information, and software interfaces to Customer’s business applications; (b) provide such personnel‬ ‭assistance, as may be reasonably requested by ACME from time to time; and (c) carry out in a timely manner all other Customer responsibilities outlined in this‬ ‭Agreement.‬ ‭5.2.‬ ‭Marketing Support. Customer shall comply with reasonable requests of ACME to support public relations efforts about the Subscription Services, which efforts may‬ ‭include: (a) a press release highlighting Customer’s purchase or use of the Subscription Services (including any return on investment attained through the‬ ‭Subscription Services); (b) participation in targeted press and analyst interviews highlighting benefits of implementing the Subscription Services; and (c)‬ ‭participation in customer case studies developed by ACME and used on the ACME website and other collateral. Customer grants to ACME a non-exclusive,‬ ‭non-transferable (except as permitted under Section 14.8), limited right to use the Customer name, trademarks, and logos (collectively, the “Customer Marks”) in the‬ ‭production of marketing materials, provided that such use is by Customer’s trademark and logo use guidelines that Customer provides to ACME. ACME will use its‬ ‭commercially reasonable efforts to cooperate with Customer in monitoring use of the Customer Marks. All goodwill developed from such use shall be solely for the‬ ‭benefit of Customer.‬ ‭5.3.‬ ‭Enforcement. Customer shall ensure that all Authorized Users comply with the terms and conditions of this Agreement, including, without limitation, with‬ ‭Customer’s obligations outlined in Sections 3.2 and 3.3. Customer shall promptly notify ACME of any suspected or alleged violation of the terms and conditions of‬ ‭this Agreement and shall cooperate with ACME concerning: (a) investigation by ACME of any suspected or alleged violation of this Agreement and (b) any action by‬ ‭ACME to enforce the terms and conditions of this Agreement. ACME may suspend or terminate any Authorized User’s access to the Subscription Services upon‬ ‭notice to Customer if ACME reasonably determines that such Authorized User has violated the terms and conditions of this Agreement. Customer shall be liable for‬ ‭any violation of the terms and conditions of this Agreement by any Authorized User.‬ ‭5.4.‬ ‭Telecommunications and Internet Services. Customer acknowledges and agrees that Customer’s and its Authorized Users’ use of the Subscription Services is‬ ‭dependent upon access to telecommunications and Internet services. Customer shall be solely responsible for acquiring and maintaining all telecommunications and‬ ‭Internet services and other hardware and software required to access and use the Subscription Services, including, without limitation, any and all costs, fees,‬ ‭expenses, and taxes of any kind related to the foregoing. ACME shall not be responsible for any loss or corruption of data, lost communications, or any other loss or‬ ‭damage of any kind arising from any such telecommunications and Internet services.‬ Page 31 of 48  ‭5.5.‬ ‭Compliance with ACME selected Sub-Merchant Agreement. Customer and ACME agree to comply with all of the obligations of either platform mentioned in 5.5.1.‬ ‭Without limiting the foregoing, Customer and ACME agrees:‬ ‭5.5.1.‬ ‭to comply, and to cause its subcontractors to comply, with these‬‭provisions:‬‭https://www.fisglobal.com/en/terms-of-use‬‭,‬ ‭https://www.fisglobal.com/en/privacy‬‭and other payment‬‭networks’ by-laws, operating regulations and/or all other rules, policies and procedures,‬ ‭including but not limited to the Payment Card Ind‬‭ustry‬‭Data Security Standard, the VISA Cardholder Information Security Program, the MasterCard Site‬ ‭Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations or payment networks‬ ‭(collectively “Operating Regulations”);‬ ‭5.5.2.‬ ‭that it will fully comply with any and all anti-money laundering laws and regulations, including but not limited to the Bank Secrecy Act, regulations‬ ‭issued by the US Treasury’s Office of Foreign Assets Control (OFAC) and/or the Federal Trade Commission;‬ ‭5.5.3.‬ ‭to only complete sales transactions produced as the direct result of bona fide sales made to cardholders, and is expressly prohibited from presenting‬ ‭sales transactions which are produced as a result of sales made by any person or entity other than Customer, or for any purposes related to any illegal‬ ‭or prohibited activity, including but not limited to money-laundering or financing of terrorist activities; and‬ ‭5.5.4.‬ ‭that it may only set minimum or maximum transaction amounts to accept a card that provides access to a credit account, as permitted by the‬ ‭Agreement.‬ ‭5.6.‬ ‭Third Party Contractors. To the extent that Customer contracts with third parties to perform any services associated with this agreement, Customer will be fully‬ ‭responsible for all actions of such third party. This includes, but is not limited to, the financial impact to Customer as a consequence of any delays in‬ ‭implementation that may occur in areas that such third party has been contracted by Customer either to manage or perform.‬ ‭6.‬ ‭FEES; EXPENSES; TAXES‬ ‭6.1.‬ ‭Fees. In consideration for ACME providing the Implementation Services and Subscription Services, the Customer shall pay to ACME the Fees, by the terms outlined‬ ‭in this agreement.‬ ‭6.2.‬ ‭The credit card processing fees might be revised periodically. Any modifications to the ACME Processing Fees will become effective no earlier than 30 days after‬ ‭the announcement of such adjustments.‬ ‭6.3.‬ ‭Other Expenses. Customer shall reimburse ACME for all actual and reasonable expenses (including, but not limited to, travel, lodging, and shipping) incurred by‬ ‭ACME in performing the Implementation Services (collectively, “Expenses”).‬ ‭6.4.‬ ‭All fees are due net 30 from the execution of this agreement.‬ ‭6.5.‬ ‭All refunds will have $0.30 deducted from the refund value.‬ ‭6.6.‬ ‭All chargebacks will be treated as refunds and be charged up to $15 per instance.‬ ‭6.7.‬ ‭Invoices; Payment; Late Payment. ACME shall invoice Customer for all Fees, Expenses and applicable Taxes (as defined in Section 6.4), and including any related‬ ‭interest and/or penalties), as outlined in this agreement.. Each invoice is due and payable thirty (30) days following the invoice date. If ACME has not received‬ ‭payment within five (5) days after the due date, interest shall accrue on past due amounts at the rate of one and one half percent (1.5%) per month, but in no event‬ ‭greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by ACME. Customer‬ ‭shall reimburse ACME for the reasonable costs of collection, including reasonable fees and expenses of attorneys.‬ ‭6.8.‬ ‭Taxes. All amounts and fees stated or referred to in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without‬ ‭limitation, VAT) (collectively, “Taxes”). Customer shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments‬ ‭made hereunder, other than any taxes based on ACME’s net income.‬ ‭7.‬ ‭OWNERSHIP‬ ‭7.1.‬ ‭Intellectual Property. As between ACME and Customer, the Subscription Services and Software (and all copies of the Software), and all Intellectual Property Rights‬ ‭therein or relating thereto, are and shall remain the exclusive property of ACME or its licensors. As between ACME and Customer, the Customer Data, and all‬ ‭Intellectual Property Rights therein, are and shall remain the exclusive property of Customer. Notwithstanding anything to the contrary, the parties acknowledge‬ ‭and agree that ACME may monitor, collect, use and store data regarding Customer’s use of the Subscription Services or components thereof, including Customer‬ ‭Data (collectively, the “Usage Data”). Customer hereby grants ACME an irrevocable, non-exclusive, royalty-free, worldwide, perpetual license to the Usage Data for‬ ‭any legal business purpose, including, but not limited to, enhancing the Services and their respective components and creating new features thereof; however, any‬ ‭Usage Data may only be shared with third parties in anonymous and aggregate form that cannot identify Customer.‬ ‭8.‬ ‭CONFIDENTIALITY‬ ‭8.1.‬ ‭Definition. By virtue of this Agreement, the parties may have access to each other’s Confidential Information. “Confidential Information,” as used in this Agreement,‬ ‭means any written, machine-reproducible and/or visual materials that are clearly labeled as proprietary, confidential, or with words of similar meaning, and all‬ ‭information that is orally or visually disclosed, if not so marked, if it is identified as proprietary or confidential at the time of its disclosure or in a writing provided‬ ‭within thirty (30) days after disclosure, and any information of any nature described in this Agreement as confidential. ACME Confidential Information includes,‬ ‭without limitation, the Subscription Services and any Software whether in source or executable code, documentation, nonpublic financial information, pricing,‬ ‭business plans, techniques, methods, processes, and the results of any performance tests of the Subscription Services or the Software. Customer Data is the‬ ‭Confidential Information of Customer. The terms and conditions of this Agreement shall be deemed the Confidential Information of both parties and neither party‬ ‭shall disclose such information except to such party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers as have a‬ ‭reasonable need to know such information, provided that any such third parties shall, before they may access such information, either (a) execute a binding‬ ‭agreement to keep such information confidential or (b) be subject to a professional obligation to maintain the confidentiality of such information.‬ ‭8.2.‬ ‭Exclusions. Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving party; (b) was in‬ ‭the receiving party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (d)‬ ‭is independently developed by the receiving party, which independent development can be shown by written evidence.‬ ‭8.3.‬ ‭Use and Nondisclosure. During the Term and for a period of five (5) years after expiration or termination of this Agreement, neither party shall make the other’s‬ ‭Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its‬ ‭obligations under this Agreement. Each party shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its‬ ‭employees or agents in violation of the terms of this Agreement, but in no event will either party use less effort to protect the Confidential Information of the other‬ ‭party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to‬ ‭access any of the other’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential‬ ‭Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing party must provide the‬ ‭non-disclosing party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing party to exercise any rights it may have‬ ‭to challenge or limit the agency’s authority to receive such Confidential Information.‬ ‭9.‬ ‭WARRANTY‬ ‭9.1.‬ ‭Warranty‬ ‭for‬‭Subscription‬‭Services.‬‭ACME‬‭warrants‬‭that‬‭the‬‭Subscription‬‭Services‬‭will‬‭provide‬‭the‬‭functionality‬‭set‬‭forth‬‭in‬‭this‬‭agreement,‬‭and‬‭that‬‭ACME’s‬‭delivery‬ ‭of‬ ‭the‬ ‭Subscription‬ ‭Services‬ ‭will‬ ‭meet‬ ‭the‬ ‭requirements‬‭set‬‭forth‬‭in‬‭the‬‭Service‬‭Level‬‭Agreement.‬‭ACME’s‬‭sole‬‭and‬‭exclusive‬‭remedy‬‭for‬‭any‬‭breach‬‭of‬‭the‬‭warranty‬ ‭set forth in this Section 9.1 will be as set forth in the Service Level Agreement.‬ ‭9.2.‬ ‭Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, ACME MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR‬ ‭IMPLIED, IN CONNECTION WITH THIS AGREEMENT, THE IMPLEMENTATION SERVICES OR THE SUBSCRIPTION SERVICES. WITHOUT LIMITING THE FOREGOING,‬ ‭EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, ACME DISCLAIMS ANY WARRANTY THAT THE SUBSCRIPTION SERVICES WILL BE ERROR FREE OR UNINTERRUPTED‬ ‭OR THAT ALL ERRORS WILL BE CORRECTED. ACME FURTHER DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SUBSCRIPTION SERVICES AS TO‬ ‭MERCHANTABILITY, ACCURACY OF ANY INFORMATION PROVIDED, FITNESS FOR A PARTICULAR PURPOSE, OR‬ ‭NON-INFRINGEMENT. ACME FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR‬ ‭INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ACME OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS‬ Page 32 of 48  ‭AGREEMENT.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, SOME OF THE‬ ‭LIMITATIONS SET FORTH ABOVE MAY NOT APPLY.‬ ‭10.‬ ‭TERM AND TERMINATION‬ ‭10.1.‬ ‭Term. This Agreement shall commence on the Signature Date and shall continue for one year, renewing annually on the signature date, unless terminated earlier‬ ‭as provided in this Agreement. This Agreement shall automatically renew for subsequent one-year periods unless either party notifies the other in writing of its‬ ‭intent not to renew at least ninety (90) days before the end of the then-current term. The Initial Term and renewal periods are collectively the “Term”.‬ ‭10.2.‬ ‭The Subscription Fees for the Services undergo an annual assessment and may be adjusted accordingly. ACME retains the right to review and modify the‬ ‭Subscription Fees during renewal, considering factors like inflation, expanded service offerings, improved features, or operational costs subject to‬ ‭Customer’s written consent.‬ ‭10.3.‬ ‭Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to correct the‬ ‭breach within thirty (30) days following written notice specifying the breach; provided that the cure period for any default concerning payment shall be five (5)‬ ‭business days.‬ ‭10.4.‬ ‭Termination for Insolvency. Subject to Title 11 of the United States Code, if Customer becomes or is declared insolvent or bankrupt, is the subject of any proceedings‬ ‭relating to its liquidation, insolvency, or for the appointment of a receiver or similar officer for it,or makes an assignment for the benefit of any creditor, then ACME‬ ‭may terminate this Agreement upon thirty (30) days’ written notice.‬ ‭10.5.‬ ‭Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of this Agreement, Customer’s and Authorized Users’ right to access and‬ ‭use the Subscription Services shall immediately terminate, Customer and its Authorized Users shall immediately cease all use of the Subscription Services, and‬ ‭each party shall return and make no further use of any Confidential Information, materials, or other items (and all copies thereof) belonging to the other party.‬ ‭ACME may destroy or otherwise dispose of any Customer Data in its possession unless ACME receives, no later than ten (10) days after the effective date of the‬ ‭expiration or termination of this Agreement, a written request for access to the Customer Data. ACME will use commercially reasonable efforts to maintain access‬ ‭to Customer Data within twenty (20) days of its receipt of such a written request. Customer shall pay all reasonable expenses incurred by ACME in returning‬ ‭Customer Data to Customer. Also upon expiration or termination of this Agreement, ACME shall cease use of the Customer Marks (as defined in Section 5.2);‬ ‭provided, however, that (a) ACME shall have a reasonable time to remove the Customer Marks from promotional materials, (b) ACME shall be entitled to exhaust‬ ‭materials printed during the Term that include the Customer Marks, and (c) ACME shall not be required to remove any such printed materials from circulation.‬ ‭10.6.‬ ‭Survival. The rights and obligations of ACME and Customer contained in Sections 6 (Fees, Expenses and Taxes), 7 (Ownership), 8 (Confidentiality), 10.4 (Rights and‬ ‭Obligations Upon Expiration or Termination), 10.5 (Survival), 11 (Indemnification), 12 (Limitation of Liability), 13 (Acknowledgement), and 14 (General) shall survive‬ ‭any expiration or termination of this Agreement.‬ ‭11.‬ ‭INDEMNIFICATION‬ ‭11.1.‬ ‭Indemnification by Customer. To the extent permitted by Oklahoma law, Customer shall defend (or settle), indemnify and hold harmless ACME, its officers,‬ ‭directors and employees from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys’ fees, arising out of or in‬ ‭connection with any third-party claim that: (i) a third party has suffered injury, damage or loss resulting from Customer’s or an Authorized User’s use of the‬ ‭Subscription Services (other than any claim for which ACME is responsible under Section 11.2); or (ii) Customer or any Authorized User has used the Subscription‬ ‭Services in a manner that violates Sections 3.2 or 3.3 of this Agreement. Customer’s obligations under this Section 11.1 are contingent upon: (a) ACME providing‬ ‭Customer with prompt written notice of such claim; (b) ACME providing reasonable cooperation to Customer at Customer’s expense, in the defense and‬ ‭settlement of such claim; and (c) Customer having sole authority to defend or settle such claim.‬ ‭11.2.‬ ‭Indemnification by ACME. ACME shall defend (or settle) any suit or action brought against Customer to the extent that it is based upon a claim that the Subscription‬ ‭Services infringe or misappropriate the Intellectual Property Rights of any third party, and will pay any costs, damages and reasonable attorneys’ fees attributable to‬ ‭such claim that are awarded against Customer. ACME’s obligations under this Section 11.2 are contingent upon: (a) Customer providing ACME with prompt written‬ ‭notice of such claim; (b) Customer providing reasonable cooperation to ACME, at ACME’s expense, in the defense and settlement of such claim; and (c) ACME having‬ ‭sole authority to defend or settle such claim. In the event that ACME’s right to provide the Subscription Services is enjoined or in ACME’s reasonable opinion is likely‬ ‭to be enjoined, ACME may obtain the right to continue providing the Subscription Services, replace or modify the Subscription Services so that they become‬ ‭non-infringing, or, if such remedies are not reasonably available, terminate this Agreement without liability to Customer. THE FOREGOING STATES THE ENTIRE‬ ‭OBLIGATION OF ACME AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL‬ ‭PROPERTY RIGHTS BY THE SUBSCRIPTION SERVICES. ACME shall have no liability under this Section 11.2 to the extent that any third-party claims described‬ ‭herein are based on the use of the Subscription Services in a manner that violates this Agreement or the instructions given to Customer by ACME.‬ ‭12.‬ ‭LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTIONS 3.2 OR 3.3 OR SECTION 8, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER‬ ‭PARTY FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR‬ ‭COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY‬ ‭CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. NOTWITHSTANDING ANY‬ ‭OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL ACME’S AGGREGATE LIABILITY TO CUSTOMER AND ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT‬ ‭OR CUSTOMER’S ACCESS TO AND USE OF THE SUBSCRIPTION SERVICES EXCEED THE TOTAL MONTHLY SUBSCRIPTION FEES PAID BY CUSTOMER IN THE TWELVE MONTH PERIOD‬ ‭PRECEDING THE CLAIM OR ACTION, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.‬ ‭13.‬ ‭ACKNOWLEDGEMENT. The parties acknowledge that the limitations and exclusions contained in Section 12 and elsewhere in this Agreement have been the subject of‬ ‭negotiation between the parties and represent the parties’ agreement based upon the perceived level of risk associated with their respective obligations under this Agreement,‬ ‭and the payments made hereunder. Without limiting the generality of the foregoing, the parties acknowledge and agree that (a) the provisions hereof that limit liability, disclaim‬ ‭warranties or exclude consequential damages or other damages or remedies shall be severable and independent of any other provisions and shall be enforced as such,‬ ‭regardless of any breach hereunder, and (b) all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies shall‬ ‭remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose.‬ ‭14.‬ ‭GENERAL‬ ‭14.1.‬ ‭Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Oklahoma, without regard‬ ‭to its conflict of law provisions. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in‬ ‭Oklahoma County, Oklahoma and the Western District of Oklahoma. ACME and Customer hereby agree to submit to the jurisdiction of, and agree that venue is‬ ‭proper in those courts in any such legal action or proceeding‬ ‭14.2.‬ ‭Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.‬ ‭14.3.‬ ‭Notices. All notices, including notices of address change, required to be sent hereunder shall be in writing and shall be sent to the addresses set forth in the‬ ‭signature line of this Agreement or delivered in person. The notices shall be deemed to have been given upon: (a) the date actually delivered in person; (b) the day‬ ‭after the date sent by overnight courier; or (c) three (3) days following the date such notice was mailed by first class mail. Notices may be confirmed by email.‬ ‭14.4.‬ ‭Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full‬ ‭force and effect.‬ ‭14.5.‬ ‭Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of‬ ‭money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots,‬ ‭insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages (each a “Force‬ ‭Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations affected‬ ‭by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.‬ ‭14.6.‬ ‭Compliance with Laws. Each party agrees to comply with all applicable laws and regulations with respect to its activities hereunder, including, but not limited to, any‬ ‭export laws and regulations of the United States.‬ ‭14.7.‬ ‭Relationship Between the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.‬ ‭Neither party will have the power to bind the other or incur obligations on the other’s behalf without such other party’s prior written consent.‬ Page 33 of 48 ‭14.8.‬ ‭Assignment/Successors. Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s written consent except in the event of a‬ ‭Change of Control (as defined below). Any attempted assignment or transfer in violation of this Section will be null and void. “Change of Control” means, with‬ ‭respect to a party: (a) the direct or indirect acquisition of either (i) the majority of voting stock of such party or (ii) all or substantially all of the assets of such party,‬ ‭by another entity in a single transaction or a series of transactions; or (b) the merger of such party with another entity. Subject to the foregoing restrictions, this‬ ‭Agreement shall inure to the benefit of the successors and permitted assigns of the parties.‬ ‭14.9.‬ ‭Entire Agreement. This Agreement together hereto constitutes the complete and exclusive agreement between the parties concerning its subject matter and‬ ‭supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of this Agreement. This Agreement may‬ ‭not be modified or amended except in writing signed by a duly authorized representative of each party.‬ ‭14.10.‬ ‭Non-Exclusive Remedies. Except as set forth in Sections 3.4 and 11.2 and in the Service Level Agreement, the exercise by either party of any remedy under this‬ ‭Agreement will be without prejudice to its other remedies under this Agreement or otherwise.‬ ‭14.11.‬ ‭Equitable Relief. Each party acknowledges that a breach by the other party of any confidentiality or proprietary rights provision of this Agreement may cause the‬ ‭non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may‬ ‭institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and a‬ ‭party may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching‬ ‭party may be entitled at law or in equity.‬ ‭14.12.‬ ‭No Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the‬ ‭parties to this Agreement may enforce it.‬ ‭14.13.‬ ‭Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same‬ ‭instrument.‬ ‭14.14.‬ ‭Headings. The headings in this Agreement are for convenience of reference only and have no legal effect.‬ Page 34 of 48 ‭Terms and Conditions -‬‭Sin‬‭gle Sign-On‬ ‭These Terms and Conditions ("Terms") govern the use of ACME’s services that incorporate Security Assertion Markup Language (SAML) Single Sign-On (SSO) for authentication and‬ ‭authorization. By accessing and using our SAML SSO-enabled services, Client agrees to comply with these Terms.‬ ‭Definitions‬ ‭●‬ ‭SAML SSO: A federated authentication method that allows users to log in using credentials from an identity provider ("IdP").‬ ‭●‬ ‭Identity Provider (IdP): The external system that authenticates users and provides security tokens.‬ ‭●‬ ‭Service Provider (SP): The ACME platform that relies on authentication from the IdP.‬ ‭●‬ ‭User: Any individual or entity accessing the service using SAML SSO.‬ ‭1.‬ ‭Eligibility and Access‬ ‭1.1.‬ ‭Client must have an active account with a registered Identity Provider that supports SAML 2.0 to use SSO authentication.‬ ‭1.2.‬ ‭Client must establish and maintain the SAML integration with our Service Provider to enable authentication.‬ ‭1.3.‬ ‭Access to services may be revoked if authentication issues arise due to misconfiguration, expired credentials, or policy violations.‬ ‭2.‬ ‭Authentication and Security‬ ‭2.1.‬ ‭The Identity Provider is responsible for managing authentication credentials, password policies, and user verification.‬ ‭2.2.‬ ‭ACME does not store or manage user passwords when SAML SSO is enabled; authentication is handled exclusively by the IdP.‬ ‭2.3.‬ ‭Users must comply with their organization's security policies, including multi-factor authentication (MFA) if required.‬ ‭2.4.‬ ‭Client must ensure that their Identity Provider follows industry-standard security practices to mitigate risks associated with unauthorized access.‬ ‭3.‬ ‭User Responsibilities‬ ‭3.1.‬ ‭Users must not share their login credentials or security tokens with unauthorized parties.‬ ‭3.2.‬ ‭Users must immediately report any suspected security breach or unauthorized access to their organization's IT administrators.‬ ‭3.3.‬ ‭Users are responsible for maintaining the confidentiality of their IdP credentials.‬ ‭4.‬ ‭Service Availability and Downtime‬ ‭4.1.‬ ‭Service disruptions may occur due to scheduled maintenance, IdP downtime, or unforeseen technical failures.‬ ‭4.2.‬ ‭ACME is not liable for authentication failures caused by issues with third-party Identity Providers.‬ ‭5.‬ ‭Data Privacy and Compliance‬ ‭5.1.‬ ‭We process user authentication data in accordance with our Privacy Policy and applicable data protection laws.‬ ‭5.2.‬ ‭The Identity Provider is responsible for managing and protecting user identity information.‬ ‭5.3.‬ ‭ACME does not collect, store, or process passwords when SAML SSO is in use.‬ ‭6.‬ ‭Termination and Suspension‬ ‭6.1.‬ ‭ACME reserves the right to suspend or terminate access if users or organizations violate these Terms.‬ ‭6.2.‬ ‭Termination of access may result from security breaches, policy violations, or non-compliance with integration requirements.‬ ‭7.‬ ‭Limitation of Liability‬ ‭7.1.‬ ‭ACME is not responsible for identity authentication failures, incorrect SAML configurations, or errors originating from the IdP.‬ ‭7.2.‬ ‭ACME is not liable for security breaches resulting from mismanaged credentials, phishing attacks, or inadequate security measures implemented by the IdP.‬ Page 35 of 48  ‭ACME Technologies, Inc.‬ ‭Signature:‬ ‭Name: Michael C Culler‬ ‭Title: VP of Sales‬ ‭Signature Date:‬ 5/16/2025 ‭Address for Notices:‬ ‭ACME Technologies, Inc.‬ ‭84 W. Santa Clara St, Suite 700‬ ‭San Jose, CA 95113‬ ‭ATTEST:‬ ‭OKLAHOMA CITY ZOOLOGICAL TRUST‬ ‭________________________‬ ‭_______________________________________‬ ‭Trust Secretary‬ ‭Chairperson‬ ‭Reviewed for form and legality.‬ ‭_________________________________‬ ‭Assistant Municipal Counselor‬ Page 36 of 48 TO: Chair and Trustees of the Oklahoma City Zoological Trust FROM: Dwight Lawson, Executive Director/CEO DATE: May 28, 2025 SUBJECT: Change Order No. 4, Project MZ-0065-2, “Renovation of Former Administration Building at Oklahoma City Zoo,” increase of $13,107.00. Background: This project consists of furnishing all labor, materials, equipment, transportation, and incidentals necessary and required for renovation of the Zoo’s former administrative offices into educational programming and child care facility space. Purpose: Change Order No. 4 is to revise construction requirements for the project, as summarized below. Contractor: Landmark Construction Group, LLC Summary of Change Order Costs: PCO No. 25: HVAC Reheat Description: Due to the dynamics of the spaces and the limited amount of time that the IDU’s are being run a reheat coil has been found to be needed to reduce the humidity being introduced to the space from the required make up air. Additional: $13,107.00 Cost: Original Contract Price: $1,730,499.00 Change Order No. 1: $105,332.00 (5.59%) Change Order No. 2: $16,979.00 (.92%) Change Order No. 3: ($14,233.430) (.82%) Change Order No. 4: $13,107.00 (.82%) Revised Contract Price after Change Order No. 3: $1,838,576.57 Recommendation: Change Order be approved. Page 37 of 48  Change Order 04 5/6/25 Oklahoma City Zoological Trust 2101 NE 50th Street Oklahoma City, OK 73111 Re: Change Order No. 4 Project MZ-0065-II Oklahoma City Zoo – Renovation of Former Administration Building Background: This project consists of furnishing all labor, materials, equipment, transportation, and incidentals necessary and required for the complete construction of improvements of renovation of former administration building at the Oklahoma City Zoo. During the course of the project, various changes to the project will be required. They will include City, Engineer and Contractor generated items. These items generally modified functional considerations, added or deleted materials and systems, and clarified design intent. Purpose: The purpose of Change Order No. 4 is to clarify or revise construction requirements and add minor items as requested by Owner and Contractor to the project scope. Detailed information on each item, provided by the contractor is included in the attachment to this letter. Justification: Change Order No. 4 is necessary to formally incorporate the recommended scope of work modifications into the Construction Contract. Cost: The total cost for adding or deleting labor and/or materials is summarized below. The complete cost breakdown is included on the attached pricing proposals. Summary of Change Order No. 4 Cost: PCO NO. 25 HVAC Reheat Additional $13,107.00 Description: Due to the dynamics of the spaces and the limited amount of time that the IDU’s are being run a reheat coil has been found to be needed to reduce the humidity being introduced to the space from the required make up air. Contract Price Change Order No. 4 represents an addition of $13,107.00 or 0.82% over the original contract price of $1,730,499. The added change order will increase the contract price to $1,851,683.57. PCO NO. 25 $13,107.00 0.76% Change Order 4 Total $13,107.00 0.76% Revised Contract Amount $1,851,683.57 7.00% NEW YORK CITY 287 Park Avenue South, Suite 213 New York, New York 10010 917.522.1703 Original Contract Price $1,730,499.00 Change Order #01 $105,332.00 6.08% OKLAHOMA CITY 131 Dean A. McGee, Suite 135 Change Order #02 $16,979.00 0.98% Oklahoma City, Oklahoma 73102 405.232.7007 Change Order #03 ($14,233.43) (0.82%) Change Order #04 $13,107.00 0.76% TULSA 110 West 7th Street, Suite 710 Tulsa, Oklahoma 74119 918.583.5300 Change Order Total $121,184.57 7.00% Revised Contract Amount $1,851,683.57 OKC Zoo – New Adminstration Building Page 38 of 48 Page 39 of 48 Page 40 of 48 Page 41 of 48 Page 42 of 48 Page 43 of 48 Page 44 of 48 Page 45 of 48 Page 46 of 48 Page 47 of 48 Page 48 of 48