Loading...
Coop Agreement with AmendmentsPUBLIC PROCUREMENT AUTHORITY MASTER PRICE AGREEMENT This Master Price Agreement is effective as of the date of the last signature below (the “Effective Date”) by and between the PUBLIC PROCUREMENT AUTHORITY (“PPA” or “Purchaser”) and Brycer, LLC (“Vendor”). RECITALS WHEREAS, the Vendor is in the business of providing services for Inspection Testing and Maintenance Report System for Fire and Life Safety Compliance, as further described herein; and WHEREAS, the Vendor desires to sell and the Purchaser desires to purchase certain services all upon and subject to the terms and conditions set forth herein; and WHEREAS, Purchaser and Vendor desire to extend the terms of this Master Price Agreement to benefit other qualified participating agencies nationwide upon completion of an Intergovernmental Cooperative Purchasing Agreement; NOW, THEREFORE, Vendor and Purchaser, intending to be legally bound, hereby agree as follows: ARTICLE 1 – CERTAIN DEFINITIONS 1.1 “Parties” shall mean the Purchaser and Vendor. 1.2 “Agreement” shall mean this Master Price Agreement, including the main body of this Agreement and Attachments A-D attached hereto and by this reference incorporated herein, including Purchaser’s Request for Proposal RFP No. 1406 (herein “RFP”) and Vendor’s Proposal submitted in response to the RFP (herein “Vendor’s Proposal”) as referenced and incorporated herein as though fully set forth (sometimes referred to collectively as the “Contract Documents”). 1.3 “Applicable Law(s)” shall mean all applicable federal, state and local laws, statutes, ordinances, codes, rules, regulations, standards, orders and other governmental requirements of any kind. 1.4 “Employee Taxes” shall mean all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law. 1.5 “Purchaser’s Destination” shall mean such delivery location(s) or destination(s) as Purchaser may prescribe from time to time. 1.6 “Services” shall mean the services to be sold by Vendor hereunder as identified and described on Attachment A hereto and incorporated herein, as may be updated from time to time by Vendor to reflect services offered by Vendor generally to its customers. 1.7 “Unemployment Insurance” shall mean the contribution required of Vendor, as an employer, in respect of, and measured by, the wages of its employees (or subcontractors) as required by any applicable federal, state or local unemployment insurance law or regulation. 1.8 “Lead Contracting Agency” shall mean the Public Procurement Authority, which is the governmental entity that issued the Request for Proposal and awarded this resulting Master Price Agreement. 1.9 “Participating Agencies” shall mean other qualified government agencies for which Vendor has agreed to extend the terms of this Master Price Agreement pursuant to Article 2.5 and Attachment B herein. For purposes of cooperative procurement, “Participating Agency” shall be considered “Purchaser” under the terms of this agreement. ARTICLE 2 – AGREEMENT TO PROVIDE SERVICES 2.1 Vendor hereby agrees to provide to Purchaser such Services as Purchaser may order from time to time, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Services ordered by Purchaser in accordance with and subject to the terms, covenants and conditions of this Agreement. In order to procure the Services, a Participating Agency shall enter into a Service Level Agreement in the form attached as Attachment B (the “SLA”). The SLA shall detail the Services, the obligations of Vendor and the responsibilities and obligations of the Participating Agency. In the event of any conflict between the terms of this Agreement and the terms of the SLA, the terms of the SLA shall govern. Notwithstanding anything in the SLA, a non-procuring party shall not be liable in any fashion for any violation by a procuring party, and the procuring party shall hold non-procuring parties or unrelated purchasing parties harmless from any liability that may arise from action or inaction of the procuring party. 2.2 Notwithstanding any other provision of this Agreement to the contrary, Purchaser shall have no obligation to order or purchase any Services hereunder. 2.3 In case of any conflict or inconsistency between any of the Contract Documents, the documents shall prevail and apply in the following order of priority: (i) This Agreement; (ii) Vendor’s Proposal; and (iii) The RFP. 2.4 Extension of contract terms to other qualifying participating agencies: 2.4.1 Pursuant to Section 1.0 of the RFP, Vendor agrees to extend the same terms, covenants and conditions available to Purchaser under this Agreement to other government agencies and non-profit entities, that have executed an Intergovernmental Cooperative Purchasing Agreement (IGA) as a Participating Agency as may be required by the government agency’s local regulations, and that wish to access this Agreement in accordance with Attachment B which is attached hereto and incorporated herein by reference. Each Participating Agency will be exclusively responsible for and deal directly with Vendor on matters relating to ordering, delivery, inspection, acceptance, invoicing, and payment for Services in accordance with the terms and conditions of this Agreement as if it were “Purchaser” hereunder. Any disputes between a Participating Agency and Vendor will be resolved directly between them under and in accordance with the laws of the State in which the Participating Agency exists. Pursuant to the IGA, the PPA shall not incur any liability as a result of the access and utilization of this Agreement by other Participating Agencies. 2.4.2 This Solicitation meets the public contracting requirements of the Purchaser and may not be appropriate under or meet Participating Agencies’ procurement laws. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local and state solicitation requirements. 2.5 Oregon Public Agencies are prohibited from use of services offered under this contract that are already provided by qualified nonprofit agencies for disabled individuals as listed on the Department of Administrative Service’s Procurement List (“Procurement List”) pursuant to ORS 279.835-.855. See www.OregonRehabilitation.org/qrf for more information. Vendor shall not sell services identified on the Procurement List (e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies within the state of Oregon or to public institutions in other states with similar restrictions. ARTICLE 3 – TERM AND TERMINATION 3.1 The initial contract term shall be for three (3) calendar years from the effective date of this Agreement. Upon termination of the original three (3) year term, this Agreement shall extend for up to five (5) successive three (3) year periods unless terminated by either of the parties at least ninety (90) days prior to the expiration of the then current term. 3.2 Either party may terminate this Agreement by written notice to the other party if the other party breaches any of its obligations hereunder and fails to remedy the breach within thirty (30) days after receiving written notice of such breach from the non-breaching party. ARTICLE 4 – PRICING, INVOICES, PAYMENT AND DELIVERY 4.1 Purchaser shall pay Vendor for all Services ordered and delivered in compliance with the terms and conditions of this Agreement on the terms and at the pricing specified for each such Service on Attachment A. Unless Attachment A expressly provides otherwise, the pricing schedule for Services set forth on Attachment A hereto shall remain fixed for the entire term of the Agreement. Pricing contained in Attachment A shall be extended to all participating agencies upon execution of the IGA. 4.2 If any amounts are due to Vendor by Purchaser, Vendor shall submit original invoices to Purchaser in form and substance and format reasonably acceptable to Purchaser. All invoices must reference the Purchaser’s Purchase Order number, contain an itemization of amounts for Services purchased during the applicable invoice period and any other information reasonably requested by Purchaser, and must otherwise comply with the provisions of this Agreement and such reasonable requirements as may be prescribed by Purchaser from time to time. Invoices shall be addressed as directed by Purchaser. 4.3 Attachment A or Vendor’s Proposal shall specify all taxes and duties of any kind which Vendor is required to pay with respect to the sale of Services covered by this Agreement. 4.4 Except as specifically set forth on Attachments A and Vendor’s Proposal, Purchaser shall not be responsible for any additional costs or expenses of any nature incurred by Vendor in connection with the Services, including without limitation travel expenses, clerical or administrative personnel, long distance telephone charges, etc. (“Incidental Expenses”). To the extent that Attachment A expressly requires Purchaser to reimburse Vendor for Incidental Expenses, and notwithstanding anything else set forth in this Agreement, including Attachment A, Purchaser shall not be responsible for any such reimbursement unless the expenses to be reimbursed are (i) approved, in each instance, in advance by Purchaser; and (ii) substantiated by appropriate receipts and related documentation. It is acknowledged and agreed that Purchaser may, as a condition of its approval of any such Incidental Expense reimbursement, require in each instance Vendor to utilize suppliers or service providers prescribed by Purchaser, which may include suppliers or service providers which are affiliated with Purchaser. 4.5 Price reductions or discount increases may be offered at any time during the contract term and shall become effective upon notice of acceptance from Purchaser. ARTICLE 5 – INSURANCE 5.1 During the term of this Agreement, Vendor shall maintain at its own cost and expense (and shall cause any subcontractor to maintain) insurance policies providing insurance of the kind and in the amounts generally carried by reasonably prudent companies in the industry, with one or more reputable insurance companies licensed to do business in Oregon and any other state or jurisdiction where Services are sold hereunder. Such certificates of insurance shall be made available to the PPA upon 48 hours notice. BY SIGNING THE AGREEMENT PAGE THE VENDOR AGREES TO THIS REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF THIS MASTER PRICE AGREEMENT. 5.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of this Agreement is satisfactorily completed and formally accepted. Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect the Public Procurement Authority. The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to the Public Procurement Authority under such policies. Vendor shall be solely responsible for the deductible and/or self-insured retention and the Public Procurement Authority, at its option, may require Vendor to secure payment of such deductibles or self- insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 5.3 Vendor shall carry Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Vendor’s employees engaged in the performance of the work or services, as well as Employer’s Liability insurance. Vendor waives all rights against the Public Procurement Authority and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Vendor pursuant to this agreement. 5.4 Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty days (30-days) prior written notice to the Public Procurement Authority. ARTICLE 6 – WARRANTIES Purchaser shall refer to Vendor’s Proposal for all Vendor and manufacturer express warranties. ARTICLE 7 – SUBSTITUTIONS Except as otherwise permitted hereunder, Vendor may not make any substitutions of services or any portion thereof, of any kind without the prior written consent of Purchaser. ARTICLE 8 - COMPLIANCE WITH LAWS 8.1 Vendor agrees to comply with all Applicable Laws. At Vendor’s expense, secure and maintain in full force during the term of this Agreement, all licenses, permits, approvals, authorizations, registrations and certificates, if any, required by Applicable Laws in connection with the performance of its obligations hereunder. At Purchaser’s request, Vendor shall provide to Purchaser copies of any or all such licenses, permits, approvals, authorizations, registrations and certificates. 8.2 Purchaser has taken all required governmental action to authorize its execution of this Agreement and there is no governmental or legal impediment against Purchaser’s execution of this Agreement or performance of its obligations hereunder. ARTICLE 9 – PUBLICITY / CONFIDENTIALITY 9.1 No news releases, public announcements, advertising materials, or confirmation of same, concerning any part of this Agreement shall be issued or made without the prior written approval of the parties. Neither party shall in any advertising, sales materials or in any other way use any of the names or logos of the other party without the prior written approval of the other party. 9.2 Any knowledge or information which Vendor or any of its affiliates shall have disclosed or may hereafter disclose to Purchaser, and which in any way relates to the Services covered by this Agreement shall not, unless otherwise designated by Vendor, be deemed to be confidential or proprietary information, and shall be acquired by Purchaser, free from any restrictions, as part of the consideration for this Agreement. ARTICLE 10 - RIGHT TO AUDIT Subject to Vendor’s reasonable security and confidentiality procedures, Purchaser, or any third party retained by Purchaser, may at any time upon prior reasonable notice to Vendor, during normal business hours, audit the books, records and accounts of Vendor to the extent that such books, records and accounts pertain to sale of any Services hereunder or otherwise relate to the performance of this Agreement by Vendor. Vendor shall maintain all such books, records and accounts for a period of at least three (3) years after the date of expiration or termination of this Agreement. The Purchaser’s right to audit under this Article 11 and Purchaser’s rights hereunder shall survive the expiration or termination of this Agreement for a period of three (3) years after the date of such expiration or termination. ARTICLE 11 - REMEDIES Except as otherwise provided herein, any right or remedy of Vendor or Purchaser set forth in this Agreement shall not be exclusive, and, in addition thereto, Vendor and Purchaser shall have all rights and remedies under applicable law, including without limitation, equitable relief. The provisions of this Article shall survive the expiration or termination of this Agreement. ARTICLE 12 - RELATIONSHIP OF PARTIES Vendor is an independent contractor and is not an agent, servant, employee, legal representative, partner or joint venturer of Purchaser. Nothing herein shall be deemed or construed as creating a joint venture or partnership between Vendor and Purchaser. Neither party has the power or authority to bind or commit the other. ARTICLE 13 - NOTICES All notices required or permitted to be given or made in this Agreement shall be in writing. Such notice(s) shall be deemed to be duly given or made if delivered by hand, by certified or registered mail or by nationally recognized overnight courier to the address specified below: If to Purchaser: Public Procurement Authority 25030 SW Parkway Ave. Suite 330 Wilsonville OR 97070 ATTN: Heidi Chames If to Vendor: Brycer, LLC 4355 Weaver Parkway Suite 100 Warrenville IL 60555 ATTN: Matthew Rice Either party may change its notice address by giving the other party written notice of such change in the manner specified above. ARTICLE 14 - FORCE MAJEURE Delay in performance or non-performance of any obligation contained herein shall be excused to the extent such failure or non-performance is caused by force majeure. For purposes of this Agreement, “force majeure” shall mean any cause or agency preventing performance of an obligation which is beyond the reasonable control of either party hereto, including without limitation, fire, flood, sabotage, shipwreck, embargo, strike, explosion, labor trouble, accident, riot, acts of governmental authority (including, without limitation, acts based on laws or regulations now in existence as well as those enacted in the future), acts of God, and delays or failure in obtaining raw materials, supplies or transportation. A party affected by force majeure shall promptly provide notice to the other, explaining the nature and expected duration thereof, and shall act diligently to remedy the interruption or delay if it is reasonably capable of being remedied. In the event of a force majeure situation, deliveries or acceptance of deliveries that have been suspended shall not be required to be made upon the resumption of performance. ARTICLE 15 - WAIVER No delay or failure by either party to exercise any right, remedy or power herein shall impair such party’s right to exercise such right, remedy or power or be construed to be a waiver of any default or an acquiescence therein; and any single or partial exercise of any such right, remedy or power shall not preclude any other or further exercise thereof or the exercise of any other right, remedy or power. No waiver hereunder shall be valid unless set forth in writing executed by the waiving party and then only to the extent expressly set forth in such writing. ARTICLE 16 - PARTIES BOUND; ASSIGNMENT This Agreement shall inure to the benefit of and shall be binding upon the respective successors and assigns of the parties hereto, but it may not be assigned in whole or in part by Vendor without the prior written consent of Purchaser which shall not be unreasonably withheld or delayed. Vendor shall not delegate its duties under this Agreement nor assign monies due or to become due to it hereunder without prior written consent of Purchaser. Purchaser may freely assign this Agreement to an instrumentality thereof or to a third party responsible for administering this Agreement on behalf of Purchaser. ARTICLE 17 - SEVERABILITY To the extent possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is declared invalid or unenforceable, by judicial determination or otherwise, such provision shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of the parties shall be construed and enforced accordingly. ARTICLE 18 - INCORPORATION; ENTIRE AGREEMENT 18.1 All the provisions of the Attachments hereto are hereby incorporated herein and made a part of this Agreement. In the event of any apparent conflict between any provision set forth in the main body of this Agreement and any provision set forth in the Attachments, including the RFP and/or Vendor’s Proposal, the provisions shall be interpreted, to the extent possible, as if they do not conflict. 18.2 This Agreement (including Attachments and Contract Documents hereto) constitutes the entire agreement of the parties relating to the subject matter hereof and supersedes any and all prior written and oral agreements or understandings relating to such subject matter. ARTICLE 19 - HEADINGS Headings used in this Agreement are for convenience of reference only and shall in no way be used to construe or limit the provisions set forth in this Agreement. ARTICLE 20 - MODIFICATIONS hereto. This Agreement may be modified or amended only in writing executed by both parties ARTICLE 21 - GOVERNING LAW This Agreement shall be governed by and interpreted in accordance with the laws of the state of Oregon or in the case of a Participating Agency’s use of this agreement, the laws of the state in which the Participating Agency exists, without regard to its choice of law provisions. ARTICLE 22 - COUNTERPARTS This Agreement may be executed in counterparts all of which together shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year last written below. PURCHASER: Signature: Printed Name: Jeffrey D. Johnson Title: Administrator Public Procurement Authority Dated: August 21, 2014 VENDOR: Signature: Printed Name: Matthew B. Rice Title: President Brycer LLC Dated: August 20, 2014 ATTACHMENT A to Master Price Agreement by and between VENDOR and PURCHASER. STATEMENT OF WORK P P A STATEMENT OF WORK FOR PUBLIC PROCUREMENT AUTHORITY BRYCER, LLC 4355 Weaver Parkway, Suite 100 Warrenville, IL 60555 Work #: 630-413-9511 Work # 855-279-2371 Email: info@mybrycer.com 1. Scope of Work The Compliance Engine (TCE) is a simple, internet based tool for the AHJ to track and drive code compliance, reduce false alarm activity, and provide a safer community. It provides a secure cloud environment in which third party contractors that inspect, test, and maintain fire protections systems can submit their reports via Brycer’s web portal direct to the AHJ, facilitating a more efficient review, tracking, and follow-up process with occupants to correct deficiencies and maintain systems. Brycer also provides a proactive service, in addition to the web-based technology, that includes hard and soft copy notifications sent to building owners and/or property managers to help increase testing and maintenance activity within the AHJ. The end result is a comprehensive and accurate aggregation of data around which buildings have what types of systems, when they were last tested, and if there are any open deficiencies that could jeopardize their successful deployment in the event of an incident. With The Compliance Engine, the AHJ will be better equipped in their mission to drive 100% code compliance with life safety laws. 2. Deliverables Customer Service: For the AHJ, Brycer will provide a dedicated account representative, implementation specialist, technology resource and full access to the Brycer customer service team. Services include, but are not limited to:  Data migration service – Fully map the AHJ’s commercial building premise data into TCE to ensure data integrity with current operating system(s)  Payment Processing – Brycer will electronically charge, collect, and process all fees from ITM submissions associated with The Compliance Engine  Training – AHJ will be afforded training by a implementation specialist, and ongoing training is provided at no-charge to the AHJ  Customer support is available 24/7/356 provided at no-charge to the AHJ. Our toll free number is 855-279-2371  Brycer shall respond to telephone calls from AHJ within two hours of the call and/or message and all emails from AHJ within two hours of the receipt of the email. Inspection, Testing & Maintenance Reporting: Utilizing our proprietary, customized, secure, and revolutionary web-based application, The Compliance Engine. TCE will track and maintain all life-safety inspection testing & maintenance reports completed for properties located within the AHJ’s jurisdiction. TCE will allow your department to administer compliance with your adopted fire prevention codes at no-cost to the fire prevention bureau. Life safety system types for which reports may be submitted include but are not limited to:  Fire Alarm Systems  Automatic Sprinkler Systems  Commercial Hood Cleaning  Commercial Hood Suppression System  Standpipe System  Active Smoke Control System  Special Suppression (Clean Agent)  Private Hydrant System  Fire Pump  Emergency Generator  Foam System TCE will accept submission of reports on an annual, semi-annual, quarterly, monthly, weekly and daily basis. Submission requirements are based on current and future adopted code requirements. Features and functionality of TCE include, but are not limited to:  Electronically receive inspection, testing and maintenance reports for all life-safety systems within jurisdiction;  Ensure only licensed contractors and inspectors are inspecting and servicing your constituents;  Manage all life-safety system testing reports from one simple web-based dashboard;  Geocoded mapping of all premises within the AHJ labeled as deficient or compliant  Customized AHJ portal within TCE  Email fire and life safety system impairment notification – AHJ will receive an email for any reported system impairment within the AHJ;  Continuous system premise profile update – tracked and updated by contractor of record; and,  Complete record of all contractors working within your jurisdiction. Notification Services: Brycer will process, print, and mail first class all property notifications without any administrative requirement by your department, on fire department letterhead. Optional email notifications can be sent if contact information is available. Records of all notifications will be stored in TCE viewable, sortable & printable by members of your team and the contractor of record. Notifications include: Renewal notification – Sent to the property for EACH life-safety system due for service by a licensed contractor. Contractor of record will have access to a copy of this notice within TCE. Overdue notification – Sent to property for EACH life-safety system overdue for service, based on dates automatically tracked within the TCE database. Contractor of record will have access to a copy of this notice within TCE. Deficiency notification – With the click of the mouse by the AHJ, a notification will be mailed to the property with the deficiencies automatically embedded into the notification logged by the licensed contractor and approved by the fire prevention official. Deficiencies can be added or removed based on the review by the fire code official’s team. Contractor of record will have access to a copy of this notice within TCE. Analytics Services: Brycer and The Compliance Engine offer the AHJ more than just an online inspection report application. There is significant power in the data that is collected and aggregated through the reports submitted for the entire premise profile. Brycer’s compliance solution application converts data into information by aggregating the data into relevant and timely analytical reports. These reports will allow the fire department to make strategic decisions and ultimately increase the safety of all fire department personal, residents and visitors. Sample analytical reports include: • Compliance analysis report –The compliance analysis report will quickly identify all buildings that have deficiency reports submitted to TCE. • Past due premise report- With the click of the mouse, the AHJ can review all life-safety apparatuses that are past due for inspection & testing. • Premise profile report analysis- The power to see the entire landscape of installed life- safety systems within the AHJ. • Contractor analysis report- This report indicates what fire protection contractors and inspectors are servicing the businesses in your jurisdiction. You will have the ability to track every business that each firm and inspector has serviced quickly and easily. • Inspector license tracking report- Are all the contractors working in AHJ’s jurisdiction properly licensed? Track and analyze this licensing information utilizing the power of TCE. • Custom report creation – Because of the process used to match our premise data with your current operating systems, we have the ability to create customized reports within 24 hours to ensure the AHJ has all the risk management and fire prevention information it needs to best service the community. Please Note: All reports are exportable, printable, and can be emailed directly out of TCE by a secure verified AHJ user. Hosting & Security Service: Brycer understands that the confidentiality, integrity, and availability of the AHJ’s information are vital to your business operations and the success of our partnership. We use a multi-layered approach to protect all information, constantly monitoring and improving our application, systems, and processes to meet the growing demands and challenges of security. With zero hardware or software to purchase, Brycer will provide full hosting services for all data submitted by fire protection contractors and the AHJ. Hosting and security services include:  Secure transmission and sessions (SSL encrypted)  Network protection (firewalls, 3rd party verification, hacker prevention, verification)  Password protected entry  Disaster recovery (multiple backups)  Internal and 3rd party testing and assessments  Security monitoring  Secure data centers (our service is collocated in dedicated spaces at top-tier data centers)  Unlimited mobile access from any internet connected device  Continuous, real-time, automatic data backup Contractor Support: In partnership with the AHJ, Brycer utilizes the following methods to encourage the ITM’s participation and compliance.  Email and mail announcement of AHJ’s requirement of submission via TCE to ITM contractors registered with the state and working within your jurisdiction. This list has been developed by Brycer and is proprietary to our organization  Utilize our alert function to notify current ITMs registered in TCE of AHJ’s adoption of TCE.  Host a webinar for contractors in AHJ jurisdiction utilizing the Fire Marshal and Brycer support team to demo the application, educate and answer all questions.  Leverage local and national trade show such as the IFIA, IFC, AFAA, NFSA, NFPA, etc. to access and educate ITMs on the benefits of participating and complying.  Dedicated contractor liaison focused on meeting with ITMs on a one-on-one basis to solicit and listen to their thoughts on how to improve the application to ensure a win- win for ITM and AHJ. To date, our success with ITMs complying with report submission has been 99.98%.  Work with the AHJ leader in forwarding all paper based reports to our attention. When this occurs, Brycer’s customer service team will contact the ITM and offer them the professional courtesy reminder that the report must be submitted through TCE. Brycer’s communication with ITMs is effective 90% of the time, and the other 10% we enlist our partner at the AHJ to make a phone call.  Educating the ITMs via our expansive social media presence. We will notify ITMs in this fashion the day we go live with our customers. The social media networks of Facebook, LinkedIn and Twitter are leveraged. 3. Responsibilities Brycer Responsibilities: During the Term, Brycer shall be responsible for the following in connection with AHJ’s use of the Solution:  Availability. TCE shall be available 24 hours per day on each business day during the term of this Agreement. The Solution shall be fully functional, timely and accessible by AHJ at least 99.5% of the time or better and Brycer shall use reasonable efforts to provide AHJ with advance notice of any unscheduled downtime.  Service Level. Brycer shall provide commercially reasonable levels of customer service with respect to the Solution to all third parties who transact business with AHJ and access the Solution.  Data Backup. Brycer shall backup the database used in connection with the Solution to a separate server located within the same web hosting firm which the Solution is being hosted on a real time basis. Upon request by AHJ or made prior to or within 60 days after the effective date of termination of the Term, Brycer will make available to AHJ a complete and secure (i.e. encrypted and appropriately authenticated) download file of AHJ data in XML format including all schema and attachments in their native format. Brycer shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of AHJ data. Brycer shall not (a) modify AHJ data or (b) disclose AHJ data except as required by law.  Retention of Information. Brycer will maintain live all information entered into the database by third party inspectors for at least five (5) years from the time such information is entered into the database. All data older than five (5) years will be archived and available within 24 hours of request by the AHJ.  Notices. Brycer will be responsible for administering, generating and delivering the following notices to third parties in connection with the Solution: (a) reminders of upcoming inspections that are due; (b) notices that an inspection is past due; (c) notices of completed inspection reports which contain one or more deficiencies; and (d) certificates of good working order.  Updates and Enhancements. In the event Brycer releases any updates, corrections, or enhancements to the Solution during the Term, Brycer shall promptly notify and provide such updates or corrections to AHJ. AHJ Responsibilities: During the Term, AHJ shall be responsible for the following in connection with AHJ’s use of the Solution:  Operating System. The AHJ shall be solely responsible for providing a proper operating environment, including computer hardware or other equipment and software, for any portion of the Solution installed on the AHJ’s equipment (the “AHJ Access Software”) and for the installation of network connections to the Internet. In addition to any other AHJ Access Software requirements, AHJ must use version Internet Explorer 7.0, Firefox version 3, Chrome 2 or Safari 4 (or more recent versions), in addition to having a .pdf reader installed on machines to view attachments.  Training. AHJ shall allow Brycer at AHJ’s facilities to train all applicable personnel of AHJ on the use of the Solution.  Information. AHJ shall promptly provide Brycer with all appropriate information necessary for Brycer to create the database for the Solution, including without limitation: (a) all commercial building addresses within [jurisdiction] for Brycer’s initial upload; and (b) ongoing updates to in a format acceptable to Brycer in its discretion.  Enforcement. AHJ shall take all actions necessary to require in writing (e.g. resolution, ordinance, fire policy, code amendment) the use of the Solution by third party inspection companies.  Reports. AHJ will require all compliant and deficient test results to be submitted through The Compliance Engine, by third party contractors.  Contact. The AHJ shall assign a TCE champion to coordinate communication in partnership with Brycer. 4. Pricing Collection of Inspection Fees: Brycer will collect all fees due and payable by third party inspectors in connection with activities relating to the Solution, which may be amended from time to time upon the written agreement of Brycer and AHJ. ATTACHMENT B to Master Price Agreement by and between VENDOR and PURCHASER. PARTICIPATING AGENCIES Purchaser served as the Lead Contracting Agency and on behalf of other government agencies that desire to access the Master price Agreement. Vendor must deal directly with any Participating Agency concerning the placement of orders, issuance of the purchase orders, contractual disputes, invoicing, and payment. The Purchaser is acting as "Lead Contracting Agency" for the Participating Agencies and shall not be held liable for any costs, damages, etc., incurred by any Participating Agency. The subsequent contract shall be construed to be in accordance with and governed by the laws of the state in which the Participating Agency exists. Each Participating Agency is required to execute an Intergovernmental Cooperative Purchasing Agreement (“IGA”) as set forth on Brycer, LLC website, www.thecomplianceengine.com and a Service Level Agreement that is included as part of this Attachment B. The IGA allows the Participating Agency to purchase Services from the Vendor in accordance with each Participating Agency’s legal requirements. Error! Unknown document property name. BRYCER, LLC 4355 Weaver Parkway Suite 100 Warrenville, IL 60555 Attn: Re: “The Compliance Engine” Dear : We look forward to providing you with “The Compliance Engine” (the “Solution”). This proposal letter provides the basic terms by which Brycer, LLC (“Brycer”) will provide you, (“Client”), with the Solution. The use of the Solution and all matters between Brycer and Client will be subject to the standard “Terms and Conditions” attached to this proposal as Exhibit A. The basic terms are as follows: 1. Term: Brycer will provide Client with the Solution for three years, commencing (the “Initial Term”). Thereafter, the Term shall automatically renew for successive three year period unless terminated by Brycer or Client in writing at least 90 days prior to the expiration of the then current Term (each, a “Renewal Term” and together with the Initial Term, the “Term”). Following the expiration or termination of the Term (as provided in the Terms and Conditions), Client shall stop using the Solution; provided, however, Brycer shall make available, and Client shall have the right to download, Client’s data from the Solution for a period of 60 days after the expiration or termination of the Term. Client shall have the right to terminate this agreement upon giving 90 days written notice to Brycer. 2. Fees: Client shall not pay any fees for use of the Solution. Brycer will collect all fees due and payable by third party inspectors in connection with activities relating to the Solution plus any additional fees which Client charges in connection with the activities relating to the subject premises (the “Certification Fees”). Upon receipt of a Certification Fee, Brycer will remit to Client the amount by which such Certification Fee exceeds the amount of fees due and payable to Brycer in connection with such third party inspector’s use of the Solution, which may be amended from time to time upon the written agreement of Brycer and Client. The Certification Fee shall be determined by Client. Brycer will charge Client a processing fee of 6.5% for collecting Certification Fees for life safety systems on behalf of Client. Brycer will remit payment to Client on a quarterly basis. 3. Brycer Responsibilities: During the Term, Brycer shall be responsible for the following in connection with Client’s use of the Solution:  Availability. Brycer shall make the Solution available to Client as set forth on Exhibit B. The maintenance schedule and minimum service levels for the Solution are set forth on Exhibit B. 2232885/3/13399.000  Service Level. Brycer shall provide commercially reasonable levels of customer service with respect to the Solution to all third parties who transact business with Client and access the Solution.  Backup. Brycer shall backup the database used in connection with the Solution to a separate server located within the same web hosting firm which the Solution is being hosted on a real time basis. Upon request by Client (which can be no more than once a month) or made prior to or within 60 days after the effective date of termination of the Term, Brycer will make available to Client a complete and secure (i.e. encrypted and appropriately authenticated) download file of Client data in XML format including all schema and attachments in their native format. Brycer shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Client data. Brycer shall not (a) modify Client data or (b) disclose Client data except as required by law.  Retention of Information. Brycer will maintain all information entered into the database by third party inspectors for at least five (5) years from the time such information is entered into the database.  Notices. Brycer will be responsible for generating and delivering the following notices to third parties in connection with the Solution: (a) reminders of upcoming inspections that are due; (b) notices that an inspection is past due; and (c) notices of completed inspection reports which contain one or more deficiencies.  Updates and Enhancements. In the event Brycer releases any updates, corrections, or enhancements to the Solution during the Term, Brycer shall promptly provide such updates or corrections to Client free of any charge or fee. 4. Client Responsibilities: During the Term, Client shall be responsible for the following in connection with Client’s use of the Solution:  Operating System. Client shall be solely responsible for providing a proper operating environment, including computer hardware or other equipment and software, for any portion of the Solution installed on the Client’s equipment (the “Client Access Software”) and for the installation of network connections to the Internet. In addition to any other Client Access Software requirements, Client must use version Internet Explorer 7.0, Firefox version 3, Chrome 2 or Safari 4 (or more recent versions), in addition to having a .pdf reader installed on machines to view attachments.  Training. Client shall allow Brycer at Client’s facilities to train all applicable personnel of Client on the use of the Solution.  Information. Client shall promptly provide Brycer with all appropriate information necessary for Brycer to create the database for the Solution, including without limitation: (a) all commercial building addresses within [jurisdiction] for Brycer’s initial upload; and (b) quarterly updates to in a format acceptable to Brycer in its discretion.  Enforcement. Client shall take all actions necessary to require in writing (e.g. resolution, ordinance, fire policy, code amendment) the use of the Solution by third party inspection companies.  Reports. Client will require all compliant and deficient test results to be submitted. 5. Ownership of Data. Client owns all the data provided by Client and received from third party contractors for Client. Brycer shall maintain appropriate administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Client’s data. Please acknowledge your acceptance of this proposal and our standard Terms and Conditions by counter-signing this proposal below. We look forward to a long-term and mutually beneficial relationship with you. Brycer, LLC 2232885/3/13399.000 Acknowledged and Agreed to this day of , 20 : [CLIENT] By: Its: By: Its: 2232885/3/13399.000 Exhibit A Terms and Conditions Any capitalized terms not defined in these Terms and Conditions shall have the meaning assigned to it in that certain Letter Agreement attached hereto by and between Brycer, LLC and Client (the “Agreement). 1. Restrictions on Use. Client shall not copy, distribute, create derivative works of or modify the Solution in any way. Client agrees that: (a) it shall only permit its officers and employees (collectively, the “Authorized Users”) to use the Solution for the benefit of Client; (b) it shall use commercially reasonable efforts to prevent the unauthorized use or disclosure of the Solution; (c) it shall not sell, resell, rent or lease the Solution; (d) it shall not use the Solution to store or transmit infringing or otherwise unlawful or tortious material, or to store or transmit material in violation of third party rights; (e) it shall not interfere with or disrupt the integrity or performance of the Solution or third-party data contained therein; and (f) it shall not reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the Solution. Client is responsible for all actions taken by the Authorized Users in connection with the Solution. 2. Proprietary Rights. All right, title and interest in and to the Solution and any and all derivative works or modifications thereof (the “Derivative Works”), and any accompanying documentation, manuals or other materials used or supplied under this Agreement or with respect to the Solution or Derivative Works (the “Documentation”), and any reproductions works made thereof, remain with Brycer. Client shall not remove any product identification or notices of such proprietary rights from the Solution. Client acknowledges and agrees that, except for the limited use rights established hereunder, Client has no right, title or interest in the Solution, the Derivative Works or the Documentation. 3. Independent Contractor. Nothing in the Agreement may be construed or interpreted as constituting either party hereto as the agent, principal, employee or joint venturer of the other. Each of Client and Brycer is an independent contractor. Neither may assume, either directly or indirectly, any liability of or for the other party. Neither party has the authority to bind or obligate the other party and neither party may represent that it has such authority. 4. Reservation of Rights. Brycer reserves the right, in its sole discretion and with prior notice to Client, to discontinue, add, adapt, or otherwise modify any design or specification of the Solution and/or Brycer’s policies, procedures, and requirements specified or related hereto. All rights not expressly granted to Client are reserved to Brycer, including the right to provide all or any part of the Solution to other parties. 5. Use of Logos. During the term of this Agreement, Brycer shall have the right to use Client’s logos for the purpose of providing the Solution to Client. 6. Confidential Information. Brycer and Client acknowledge and agree that in providing the Solution, Brycer and Client, as the case may be, may disclose to the other party certain confidential, proprietary trade secret information ("Confidential Information"). Confidential Information may include, but is not limited to, the Solution, computer programs, flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing information, financial information or business plans. Each party agrees that it will not, without the express prior written consent of the other party, disclose any Confidential Information or any part thereof to any third party. Confidential Information excludes information: (a) that is or becomes generally available to the public through no fault of the receiving party; (b) that is rightfully received by the receiving party from a third party without limitation as to its use; or (c) that is independently developed by receiving party without use of any Confidential Information. At the termination of this Agreement, each party will return the other party all Confidential Information of the other party. Each party also agrees that it shall not duplicate, translate, modify, copy, printout, disassemble, decompile or otherwise tamper with any Confidential Information of the other party or any firmware, circuit board or software provided therewith. Notwithstanding the foregoing, the parties acknowledge that Client shall be permitted to comply with any all federal and state laws concerning disclosure. 7. Brycer Warranty. Brycer represents and warrants to Client that Brycer has all rights necessary in and to any patent, copyright, trademark, service mark or other intellectual property right used in, or associated with, the Solution, and that Brycer is duly authorized to enter into this Agreement and provide the Solution to Client pursuant to this Agreement. 8. Disclaimer. All information entered into Brycer’s database is produced by third party inspectors and their agents. THEREFORE, BRYCER SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION ENTERED INTO BRYCER’S DATABASE BY EITHER CLIENT OR THIRD PARTY INSPECTORS. EXCEPT AS SET FORTH IN SECTION 7, BRYCER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOLUTION OR ANY OTHER INFORMATION AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BRYCER'S SOLE LIABILITY FOR BREACH OF THE REPRESENTATION AND WARRANTY SET FORTH IN SECTION 7, AND CLIENT'S SOLE REMEDY, SHALL BE THAT BRYCER SHALL INDEMNIFY AND HOLD RECIPIENT HARMLESS FROM AND AGAINST ANY LOSS, SUIT, DAMAGE, CLAIM OR DEFENSE ARISING OUT OF BREACH OF THE REPRESENTATION AND WARRANTY. 9. LIMITATION ON DAMAGES. EXCEPT AS OTHERWISE PROVIDED IN SECTION 7, IN NO EVENT SHALL BRYCER BE LIABLE FOR OR OBLIGATED IN ANY MANNER FOR SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR SYSTEM DOWNTIME. CLIENT ACKNOWLEDGES AND AGREES THAT IN NO CASE SHALL BRYCER 'S LIABILITY FOR ANY LOSS OF DATA OR DATA INTEGRITY EXCEED THE REPLACEMENT COST OF THE MEDIA ON WHICH THE DATA WAS STORED. 10. Risks Inherent to Internet. Client acknowledges that: (a) the Internet is a worldwide network of computers, (b) communication on the Internet may not be secure, (c) the Internet is beyond the control of Brycer, and (d) Brycer does not own, operate or manage the Internet. Client also acknowledges that there are inherent risks associated with using the Solution, including but not limited to the risk of breach of security, the risk of exposure to computer viruses and the risk of interception, distortion, or loss of communications. Client assumes these risks knowingly and voluntarily and indemnifies and holds Brycer harmless from all liability from all such risks. Not in limitation of the foregoing, Client hereby assumes the risk, and 2232885/3/13399.000 Brycer shall have no responsibility or liability of any kind hereunder, for: (1) errors in the Solution resulting from misuse, negligence, revision, modification, or improper use of all or any part of the Solution by any entity other than Brycer or its authorized representatives; (2) any version of the Solution other than the then-current unmodified version provided to Client; (3) Client's failure to timely or correctly install any updates to the Client Access Software; (4) problems caused by connecting or failure to connect to the Internet; (5) failure to provide and maintain the technical and connectivity configurations for the use and operation of the Solution that meet Brycer’s recommended requirements; (6) nonconformities resulting from or problems to or caused by non-Brycer products or services; or (7) data or data input, output, accuracy, and suitability, which shall be deemed under Client’s exclusive control. 11. Indemnity. Each party (the “Indemnifying Party”) will defend and indemnify the non-indemnifying party against any damages, losses, liabilities, causes of action, costs or expenses (including reasonable attorneys’ fees) arising from the Indemnifying Party’s breach of this Agreement, gross negligence or intentional misconduct. Client will defend and indemnify Brycer against any damages, losses, liabilities, costs or expenses (including reasonable attorneys’ fees), claims, demands, suits or proceedings made or brought against Brycer by a third party in connection with Client’s or an Authorized User’s use of the Solution, or any action or inaction taken by a third party, including, but not limited to, third party inspectors, in connection with such third party providing services for Client or otherwise at Client’s or an Authorized User’s request or direction 12. Breach. Brycer shall have the right to terminate or suspend this Agreement, and all of Client’s rights hereunder, immediately upon delivering written notice to Client detailing Client’s breach of any provision of this Agreement. If Client cures such breach within 5 days of receiving written notice thereof, Brycer shall restore the Solution and Client shall pay any fees or costs incurred by Brycer in connection with the restoration of the Solution. 13. Illegal Payments. Client acknowledges and agrees that it has not received or been offered any illegal or improper bribe, kickback, payment, gift or anything of value from any employee or agent of Brycer in connection with the Agreement. 14. Beneficiaries. There are no third party beneficiaries to the Agreement. 15. Force Majeure. Neither party shall be responsible for any failure to perform due to unforeseen, non-commercial circumstances beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, blackouts, accidents, or strikes. In the event of any such delay, any applicable period of time for action by said party may be deferred for a period of time equal to the time of such delay, except that a party's failure to make any payment when due hereunder shall not be so excused. 16. Notices. All notices required in the Agreement shall be effective: (a) if given personally, upon receipt; (b) if given by facsimile or electronic mail, when such notice is transmitted and confirmation of receipt obtained; (c) if mailed by certified mail, postage prepaid, to the last known address of each party, three business days after mailing; or (d) if delivered to a nationally recognized overnight courier service, one business day after delivery. 17. Assignment. The Agreement may not be assigned or transferred by Client without the prior written consent of Brycer and any purported transfer in violation of this section shall be null and void. The Agreement shall be binding upon and inure to the benefit of the parties thereto and their respective successors and representatives. 18. JURISDICTION AND VENUE. THE AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, AND ENFORCEABLE UNDER, THE LAWS OF THE STATE IN WHICH CLIENT EXISTS APPLICABLE TO CONTRACTS MADE IN SUCH STATE AND THAT ARE TO BE WHOLLY PERFORMED IN SUCH STATE WITHOUT REFERENCE TO THE CHOICE-OF- LAW PRINCIPLES OF SUCH STATE. THE PARTIES IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY, MANNER OR RESPECT ARISING OUT OF OR FROM OR RELATED TO THE AGREEMENT SHALL BE LITIGATED ONLY IN COURTS LOCATED WITHIN THE STATE IN WHICH CLIENT EXISTS. THE PARTIES HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID STATE. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRANSFER OR CHANGE VENUE OF ANY SUCH ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY ON ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THE AGREEMENT, AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 19. Attorneys’ Fees. The prevailing party in any proceeding in connection with the Agreement shall be entitled to recover from the non-prevailing party all costs and expenses, including without limitation, reasonable attorneys’ and paralegals’ fees and costs incurred by such party in connection with any such proceeding. 20. Entire Agreement. The Agreement sets out the entire agreement between the parties relative to the subject matter hereof and supersedes all prior or contemporaneous agreements or representations, oral or written. 21. Amendment. The Agreement may not be altered or modified, except by written amendment which expressly refers to the Agreement and which is duly executed by authorized representatives of both parties. The waiver or failure by either party to exercise or enforce any right provided for in the Agreement shall not be deemed a waiver of any further right under the Agreement. Any provision of the Agreement held to be invalid under applicable law shall not render the Agreement invalid as a whole, and in such an event, such provision shall be interpreted so as to best accomplish the intent of the parties within the limits of applicable law. The Agreement may be executed by facsimile and in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 22. Expiration. The rights and obligations contained in these Terms and Conditions shall survive any expiration or termination of the Agreement. 2232885/3/13399.000 Exhibit B Maintenance Schedule and Minimum Service Levels 1. Uptime and Maintenance. The Solution shall be available 24 hours per day during the term of this Agreement. The Solution shall be fully functional, timely and accessible by Client at least 99.5% of the time or better and Brycer shall use reasonable efforts to provide Recipient with advance notice of any unscheduled downtime. 2. Response Time. Developer shall respond to telephone calls from Client within two hours of the call and/or message and all emails from Client within two hours of the receipt of the email. 3. Customer Support Customer support hours are 24/7/365. The toll free number is 1-855-279-2371 Brycer will assign client a dedicated customer representative with direct access to their email and work number. ATTACHMENT C to Master Price Agreement by and between VENDOR and PURCHASER. Vendor’s Proposal is not attached hereto but is incorporated herein. ATTACHMENT D to Master Price Agreement by and between VENDOR and PURCHASER. Purchaser’s Request for Proposal is not attached hereto but is incorporated herein.