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.