Resolution 2025-7

CITY OF BROOKLYN, OHIO RESOLUTION NO. 2025 —7 INTRODUCED BY: Mayor Van Kirk, Mp4) 02), (Aoivrowsten Tanai, Grodele, Prices Gey le, Celcherk AUTHORIZING THE MAYOR TO ENTER INTO AN AGREEMENT WITH SIMVAY LLC TO PROVIDE INFORMATION TECHNOLOGY PROFESSIONAL SERVICES TO THE CITY OF BROOKLYN WHEREAS, the City of Brooklyn is in need of professional information technology services. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF BROOKLYN, COUNTY OF CUYAHOGA AND STATE OF OHIO: SECTION 1. That the Mayor is authorized to enter into an agreement, attached hereto and marked Exhibit A, with SIMVAY LLC to provide information technology professional services within the scope and for the price identified in that agreement. SECTION 2. That it is found and determined that all formal actions of the Council of the City of Brooklyn concerning and relating to the adoption of this Resolution were adopted in an open meeting of such body, and that all deliberations of the Council of the City of Brooklyn and any of its committees that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements including Section 121.22 of the Ohio Revised Code. SECTION 3. That this Resolution is hereby declared to be an emergency measure dealing with the health, safety and welfare of the City, and for the further reason that it deals with the daily operation of city departments; and provided it receives the affirmative vote of two-thirds (2/3) of all members elected to Council, it shall take effect and be in force immediately upon its passage and approval by the Mayor; otherwise, it shall take effect and be in force from and after the earliest period allowed by law. ADOPTED: 3] Qu) a< ATTESTED: APPROVED: Clerk of Council MAYOR Approved as to legal form / € Law Director PRESIDENT OF COUNCIL Filed with the Mayor: 3/95 | as

Enterprise Managed Technology Services March 15, 2025 — March 14", 2026 Monthly Service Fee: $7,916.50 SIMVAY SYSTEMS Enterprise Managed Technology Services (EMTS) Deliverables: © Regularly Scheduled Hybrid Onsite/Remote Resource o 4 Hours Every Monday and 8 Hours Thursday Every Week excluding nationally recognized holidays o Upto 25 Hours of Gold Expedited Service Annually e = Ticket Management System e Assigned Site Administrator Resource © Technology Consulting and Strategic Advice e Server Management and Monitoring ® Computer Endpoint inventory, Management and Monitoring e Email System Management ¢ Data Backup Management and Monitoring « Switch Management e Firewall Management and Monitoring ¢ = Third Party Software Life Cycle Management e® Prepare Yearly Technology Budget © Monthly Server Security Patching Maintenance Window e Cisco Phone System Management Enterprise Managed Technology Services Assumptions: ® Client maintains an advanced endpoint protection subscription e® Client maintains a DNS filtering subscription e = Client maintains a firewall security services subscription e = Client maintains an email security subscription e = Client maintains a backup system subscription with a minimum of 2 independent backup storage locations e Client maintains at minimum a manufacturer warranty on Firewalls, Switches, Routers, Servers and any other component critical to organization operations e Client maintains a cyber security insurance policy with a minimum of 1 Million Dollars of coverage e Client maintains a software maintenance contract for any software critical to organizational operations e Any and all hardware and software are reviewed with Simvay LLC prior to purchasing Enterprise Managed Technology Services Exclusions: ¢ Does not cover any hardware, software, licenses, license renewals, upgrades or shipping fees. e Does not cover any third-party vendor or manufacturer warranties e Does not cover any third-party Support Case Incidents e Does not cover costs for hardware and software life cycle end of life refreshes e Does not cover costs associated to recovery resulting from virus/malware infection e Does not cover costs associated with hardware failure, power, or acts of god

Enterprise Managed Technology Services March 15", 2025 — March 14", 2026 Monthly Service Fee: $7,916.50 SIMVAY TERMS AND CONDITIONS I. a. This agreement shall be for one (1) year from the date it is accepted by Simvay LLC. b. Agreement automatically renews for an additional one (1) year unless written notice is received by Simvay LLC (60) days before contract expiration, or unless Customer does not receive legislative authority to contract with Simvay LLC or appropriations necessary for Customer to perform under the agreement. ll. CONTRACT a. Scheduled service is performed during the principal period of maintenance defined as 4 Hours Every Monday and 8 Hours Thursday between the business hours of 8:00 am and 5:00 pm, local time, for the duration of the contract term excluding nationally recognized holidays and recognized states of emergency delaying or preventing scheduled service. b. Expedited Service Level i. Gold | 8 Hour Response — 24 x 7 1. Interruption to normal business workflow 2. System Outage 3. Security Breach Hl. REQUEST FOR SERVICE a. The authorized representative of the customer will initiate all requests for service. The service request shall contain the following: i. Name and address of the equipment user ii. Name and user personnel to be contacted iii, Equipment type, serial number, and location iv. Description of the problem Iv. RESPONSE TIME a. Simvay LLC normal response time to customer standard support requests is defined by above “CONTRACT” section b. Simvay LLC normal response time to customer expedited support requests is defined by above “CONTRACT” either by phone, VPN or onsite. Two (2) hour minimum charge per support request. Vv. FREEDOM OF ACCESS a. Customer agrees that Simvay LLC, or its authorized service representative, shall have reasonable and free access to the equipment and systems. Vi. CUSTOMER RESPONSIBUILITIES a. Inregard to each unit of equipment managed by this agreement, customer agrees to prevent unauthorized adjustment, repairs or modifications, and to ensure that the equipment is utilized in accordance with applicable vendor published specifications. Vil. TAXES a. Customer is responsible for paying any and all taxes resulting and occurring from any and all services rendered under this contract, solely to the extent such taxes are applicable to a municipality. VII. LIMITATION OF LIABILITY a. *Note: Municipalities cannot provide indemnification. IX. PERFORMANCE a. Aggrieved party must provide notice and documentation to the other party within a reasonable time after it has or ought to have become aware of the non-conforming performance. b. Other party must rectify fundamental non-performance within thirty (30) days. If fundamental non-performance is not rectified within thirty (30) days the aggrieved party may terminate contract with a thirty (30) day written notice. xX. NON-DISCLOSURE a. Customer and Simvay LLC agree to not reveal to any person, firm, or organization any confidential information of any nature concerning the organization, or anything connected therewith, except as may be required by law, including the Ohio Public Records Act. Xt. GOVERNING LAW a. This agreement shall be governed and construed in accordance with the laws of the State of Ohio. Xi. ENTIRE AGREEMENT a. This agreement constitutes the entire agreement between the parties, and may not be assigned without the written consent of the other party. All changes, modifications, additions, or deletions to this contract shall be in writing and signed by all parties.

Enterprise Managed Technology Services March 15", 2025 — March 14*, 2026 Monthly Service Fee: $7,916.50 SIMVAY SYSTEMS Xill. TERMINATION a. Either party may terminate this agreement due to a material breach by the other party that is not cured within thirty (30) days after receipt of written notice of same from the aggrieved party. Customer may terminate this agreement if Customer does not receive legislative authority to contract with Simvay LLC or appropriations necessary for Customer to perform under the agreement. SIGNATURE AND CONTRACT EXECUTION This Service Agreement (“Agreement”) is made and entered into between Simvay LLC, with office at 29570 Clemens Rd, Westlake, OH 44145 and City of Brooklyn an Ohio political subdivision with offices at 83000 Memphis Avenue, Brooklyn, OH 44144 (“Customer”). All notices intended for parties shall be effective if sent to their respective addresses above, if to Simvay LLC, attention Management; if Customer, attention: Law Director (“Notice”). Service Provider: Simvay LLC Client: City of Brooklyn, Ohio Representative: Kristoffer Oswald Representative: Ron Van Kirk Title: Partner Title: Mayor Date: Date: Signature: Signature: Purchase Order Number: Upon acceptance of this contract, sign this page and mail to Simvay LLC, c/o Service Contracts. Please include your purchase order with this signature sheet. Approved as to legal form: esate SNe Ae hE EE Law Director, City of Brooklyn