[2024-124 Contract TAC Computer NOFD Exhibit A.pdf] EXHIBIT A FLAT RATE SERVICE AGREEMENT This agreement is made the 25 of November, 2024 between TAC Computer Inc. having its principal place of business at 7603 First Place B-10, Oakwood Village, Ohio 44146 (hereinafter called “TAC”) and the North Olmsted Fire Department North Olmsted Fire Department Effective 01/01/2025 24291 Lorain Rd. North Olmsted, Ohio 44070 ITEMS COVERED QTY Description Total 0 Support for TAC Fire Mobile System 0:00 0.00 1 TAC Mobile Message Switch 1703.36 1703.36 1 TAC MDT to CAD 511.01 511.01 12 TAC Fire Mobile "255.50 3066.00 ] Fire Station Alerting *Station 1 255:50 255.50 1 Fire Station Alerting *Station 2 255.50 255.50 1 Station Notify ; 5793.71 5793.71 1 TAC 911 Mapping 4599.08 4599.08 1 Paging for Active 911 244.69 244.69 it TAC CAD to Emergency Reporting 128.75 125.00 Annual Total $16553.85 Note: None of the RF equipment supplied by B&C Communications is not included. Panasonic Notebook Computers are covered by the original three-year factory warrantee The parties agree that TAC will perform maintenance service on all of the above equipment and the customer will pay TAC for these services subject to the terms and conditions set forth on both the front and reverse sides of this form as well as attachments. ACCEPTED: TAC Computer Inc. Customer: Date 11/25/2024 Name Customer’s P.O. # By: TAX Exempt. # Title: SOFTWARE SERVICE AGREEMENT TERMS & CONDITIONS ARTICLE 1 - WORK DESCRIPTION TAC Technicians shall provide the following support services. A. Remedial correct any covered software error condition or malfunctions. Assist operators with routine questions concerning software usage. B. Provide updates to current version of software as they are released. ARTICLE 2 - INCLUDED SERVICES TAC will furnish software support via telephone and remote diagnostic software. ARTICLE 3 - SERVICE HOURS The included principal period service covers work performed between the hours of 8:00AM. and 5:00 PM., Monday through Friday, excluding all nationally observed holidays. All service provided outside the principal period will be billed at the current rate of $100.00 per hour, including travel time. All calls for service. originating outside the principal period will be subject to a two-hour minimum including travel time, regardless of the corrective actions taken by TAC Computer Inc. ARTICLE 4 - LIABILITY TAC shall use its best effort to perform service within a reasonable time after request by the customer, (normally 4 working hours), but shall not be deemed to be in default for any interruptions to operations. TAC does not accept or assume any responsibility for the loss of data that may occur during any repair procedure. (It is always recommended that all data be backed up). TAC maximum liability for any direct-or indirect damages, regardless of the nature of the claim of action or incidentals to the performance or nonperformance of the service is an amount equal to cost one month cost of this service agreement. ARTICLE 5 - TERM This agreement shall be in full force and effect on the effective date on the front side of this agreement and shall remain in effect for the initial term of January 1, 2025 through December 31, 2025. This agreement replaces and supersedes all previous agreements. ARTICLE 6 - RATES TAC shall notify the customer of any changes in rate with 30 days written notice. The rates are guaranteed not to change for the initial term of this agreement. Accounts that are passed 30 days will incur a $10.00 fee. ARTICLE 7 — SOFTWARE COPYRIGHT and RESTRICTIONS TAC represents and warrants it has all necessary licenses required for the system, and Municipality shall not nor allow other parties: e Modify or merge any portion of System, in whole or in part, without prior written consent of TAC. Any modification or merged portion of System (whether or not authorized) shall be subject to license deemed a derivative work owned by TAC. e Reverse assemble or reverse compile the System, in whole or in part. The municipality recognizes that the source code for the System comprises highly valuable trade secrets of TAC and TAC desires to prevent disclosure to any third party. e Use, copy, sub-license, lend, lease or otherwise transfer or permit use of any of the System (or related documentation), or any copy, modification or merged portion, in whole or in part, except as expressly provided by written agreement. --- [2024-124 Contract TAC Computer NOFD.pdf] CITY OF NORTH OLMSTED RESOLUTION NO. 2024 - 124 By: Mayor Jones A RESOLUTION AUTHORIZING THE MAYOR TO ENTER INTO A ONE YEAR CONTRACT WITH TAC COMPUTER INC. IN ORDER TO PROVIDE MAINTENANCE AND REPAIR SERVICES TO COMPUTER HARDWARE AND SOFTWARE IN THE NORTH OLMSTED FIRE DEPARTMENT, AND DECLARING AN EMERGENCY. WHEREAS, the City’s current contract with TAC Computer Inc., providing maintenance and repair services for certain computer hardware and software in the North Olmsted Fire Department expires on December 31, 2024; and WHEREAS, it is the recommendation of the Director of Public Safety that the said contract be immediately renewed on the exact same terms and conditions for the year 2025, because continuity of the services provided is vital and necessary for the essential operations of the Fire Department; and WHEREAS, it is accordingly the desire of this Council to authorize the Mayor to enter into a one (1) year renewal contract with TAC Computer Inc. to provide maintenance and repair services for computer hardware and software for the North Olmsted Fire Department for the year 2025. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF NORTH OLMSTED, COUNTY OF CUYAHOGA, AND STATE OF OHIO: SECTION 1: That the Mayor be and she hereby is authorized to enter into a one-year renewal / extension contract with TAC Computer Inc., for the period January 1, 2025 through December 31, 2025, in order to provide maintenance and repair services for computer hardware and software for the North Olmsted Fire Department. The renewal contract shall be in form and substance substantially similar to the attached Flat Rate Service Agreement, marked as Exhibit A, and attached hereto, with only such changes to be hereinafter made in said contract as are not substantially adverse to the City and which are approved by the Director of Law. The character of any such changes as not being substantially adverse to the City shall be evidenced conclusively by the execution of the Agreement by the Mayor and the approval of the Agreement by the Director of Law. SECTION 2: That this Resolution is hereby declared to be an emergency measure immediately necessary for the preservation of the public health, safety and welfare, and for the further reason that the current contract expires and requires renewal for 2025 to maintain vital computer systems, and further provided it receives the affirmative vote of two-thirds of all members of Council, it shall take effect and be in force immediately upon its passage and approval by the Mayor. 2 PASSED: ________________________ First Reading: _______________ Second Reading: _______________ Third Reading: _______________ Committee: __________________ ATTEST: _____________________________ __________________________ BEATRICE TAYLOR LOUIS J. BROSSARD Clerk of Council President of Council APPROVED: _____________________ APPROVED AS TO LEGAL FORM: _______________________________ /s/ Michael R. Gareau, Jr._________ MAYOR NICOLE DAILEY JONES MICHAEL R. GAREAU, JR. Director of Law Addendum TERMINATION OR CONCLUSION OF SERVICE UNDER FLAT RATE SERVICE AGREEMENT, HARDWARE / NETWORK SERVICE AGREEMENT & SOFTWARE SERVICE AGREEMENT – DIVISION OF FIRE. WHEREAS, TAC Computer, Inc. (“TAC”) acknowledges that the continued, uninterrupted operation of software components, hardware components and the computer network of the City of North Olmsted, including those within the Division of Fire, is essential to the public health, safety and welfare; and WHEREAS, TAC and the City of North Olmsted recognize that the TAC hardware, software and / or network components are fully integrated into the day to day operations of the City of North Olmsted Division of Fire; and WHEREAS, TAC acknowledges that in the event the City of North Olmsted in the future opts to utilize a different vendor to provide the same services or similar software as that currently provided by TAC, a seamless transition from one vendor to the next is necessary and essential to ensuring that the public health, safety and welfare is maintained. In recognition of the foregoing, the parties further agree as follows: 1) TAC agrees that under no circumstances shall it restrict the access of the City of North Olmsted, including the Division of Fire, to data, hardware components or network components, if any, provided by it under this Agreement or prior Agreements prior to the expiration of this Agreement; 2) TAC agrees that under no circumstances shall it delete or modify any data belonging to the City of North Olmsted. 3) All data compiled under the terms of this Agreement or any other predecessor Agreement between the parties is the property of the City of North Olmsted. 4) The parties agree that the Agreement may be terminated upon sixty (60) days advance written notice. IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the date first set forth above. Dated this ____ day of __________, 2024. Signed in the presence of: CITY OF NORTH OLMSTED, ___________________________ _____________________________ NICOLE DAILEY JONES, MAYOR ___________________________ TAC COMPUTER, INC. ___________________________ _______________________________ ____________________, PRESIDENT ___________________________