HomeMy WebLinkAbout2020 ContractBRYCER, LLC
4355 Weaver Parkway
Suite 330
Warrenville, IL 60555
February 3'a, 2020
City of Sebastian
1225 Main St
Sebastian, FL 32955
Re: "The Compliance Eneine"
Dear City of Sebastian
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, the City of Sebastian
("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:
I. Term: Brycer will provide Client with the Solution for three years, commencing
February 13. 2020 (the "Initial Tenn"). Thereafter, the Term shall automatically renew for successive
three year periods unless terminated by Brycetor Client in writing at least 90 days prior to the expiration
of the then current Tenn (each, a "Renewal Term" and together with the Initial Term, the "Tenn").
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 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.
3. Brvicer Responsibilities: During the Term, Brycer shall be responsible for the following
in connection with Client's use of the Solution:
AvailakiliV.. 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.
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 boating 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 Tenn, 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
2237531131133".004)
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 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.
• Call Center Phone calls by Brycer on behalf of the Client to the property for EACH
life -safety system overdue for service based on dates automatically tracked within the
TCE database. Brycer is not an agent of the Client and all scripts for the overdue calls will
be approved by the Client.
• Updates and Enhancements. In the event Brycer releases any updates, corrections, or
enhancements to the Solution during the Tern, Brycer shall promptly provide such updates
or corrections to Client free of any charge or fee.
4. Client Resnonsibilities: During the Tenn, Client shall be responsible for the following in
connection with Client's use of the Solution:
• Operating Srstein. 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 11.0, Edge,
Firefax version 37, Chrome 40 or Safari 7.1 (or more recent versions), in addition to having
a .pdfreader installed on machines to view attachments.
• Training. Client shall allow Brycer at Client's facilities to train all applicable personnel
of Cfient 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 IJurisdictioni 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 (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. OwnershiD 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.
2237531/5n3399.aan
Please acknowledge your acceptance of this proposal and our standard Terms and Conditions by
counter -signing this proposal below. We took forward to a long-term and mutually beneficial relationship
With you.
Brycer, LLC
B
Acknowledged and Agreed to this
On' day of �Anr' , 2020 :
[CLIENTS Cj4y eff cSiebgS{torl
By:/ /
Its: C't Monctger
APPROVED BVDRPODUm
A-la-Aoao
PROCUREMENT DIVISION
2237531/5113399.00D
Exhibit A
Terms and Conditions
Any couniflard h r as nw defined h,, thac Terms and Conditions shall have the meaning mragned to it in that ecnmn Letter Agrccmcn,
attached hcrem by and bvve,h Bryar, LL( and Client the "Agrcentca).
Rann'tcom, In Use, Client shall not copy. distribute, create dcnvnuvc
works of.r modify the Solminn in any way. Client agrees that: my it
shall only former its able... and employees (eollmivdy, the
"A.111mad Users") I. use Ihc Solution tonic benefit of Clicnn, do it
shall use counneraally reasonvbde eff.ns to prevent the nnoulhen,ed
use ordeachoure ofthe Solution; (c) u shall not sed. resell, rent or lease
the Solution, (d) it sod n.l use the Solution m snore or traranit
inPonghng or mICrelSe unlawful or toumm material. or to store or
material, mourn.] in vudmmn of third parry tudia, (c) it shall rim
hnterfem with erdwroph the hnregnty or perfutmancc nfthe Saturation
Mlyd-parry deco uunwinetl therein; to It shall not mvernw engineer,
tmnsdare. disassemble. dechandle or mhcrowe aucinpt to secure any
arrive code which a denvad from the S.Ia ion IF) it shall not peahit
anyone other than the Authorized Users to view or use the Solution and
anyscreentica I. any Solution and(hl ie shallnotdisclose the liens I,
.. the Solution I. anyone caber than the Authorized User, Client is
vMal the Sit Moral] acuions taken by the AulM1onzed Users in mnnemion
with the Solution
_. Prreophov Rights All ogln. title and interest in and to Ihc Solution,
the features ofthe Solution and images ofthe Solution as well any and
all derivativewurks or nmdificahons thereofthe'Derivative Works'},
and any accompanying documemalion, manuals or other materials
used or supplier] under this Agreemrnt or with respect to the Solution
or Derivative Works (the "INin menrdmi ). and any reproductions
works made thereof, remain with Brycer. Client shall not remove any
product Middleman or notices of such proprietary rights Bran the
Saluti.n. Client ac amisioJges and agrees thin, except for the limited
e nghr esmhlivhed hereunder, Cline has no ngh6 title or interest In
the Solution, the Donvatrve Works or the Documemlatiha.
3, indeneudem fnmr:wmr Nothing in the Agmetnenl may be consumed
or inrrpreted as nmuld.frlg either pany hereto as the agent, pnompal.
employee mimita vemurer of the oher Each of Client and Bryeer is
an independent enmmmm. Neither, , nllmr directly or my arty. N
auth ritly, any liability ofor thee mbar parry. Neither pany has Mc
authority to bind mite the other party and neither part may
reluctant that it Was, amench aa0hnnly.
J. Reser,crom of Rieits. Byer reserves the right, in its sale discretion
and with prior reline In Client, to discontinue, add, adapt, or otherwise
modify any design or specification of the Solution and/or Bryeer's
policies. forced ures. and nquirmnems specified or related hereto. All
rights rim expressly granted to Client arc mewed to Bryeer, including
the right to prodde all or any part of the Solution to other pares.
e. Use offer. During the tern of this Agreement. Bryar shall have
the right to use Clients logos for the purpose of provrding the Solution
1. Client.
h. CoriLdmind Infem aw. Bryccr and Client acknowledge and agree
that it providing the Solution. Bryccr and Client, as the case may be.
may disclose to the other party cousin confidential, pmpnmary trade
crct intimation ("Confckarial Inf rmarion"). Confdemial
Information may include, but is not limited to, the Solution, computer
pmgmms. Ilawchxne. cho,ams, damsels, schematics, dogelopmenl
is apcenicatium, design documents, marketing ntfrmunion,
financial information or business plans. Each parry agrees that it will
not, without Ihc express prior written careen of the other party,
disclose any C onfebactial Information or arty pan thercof to any third
parry. Notwithstanding are f e,.fim, he parties acknowledge that
Client into Bryarshall be pemultd m amply with any all federal and
state laws coreeming disclosure fronded Thar any such required
disclosure will not include any of Bryar sscreen shots. Tle disclosing
pany shall provide pnor corium notice of any regained disclosure of
the nondisclosing party Conridemial information to the
noousabsing party and shall disclose only the information that rs
acquired to be disclosed by low. In the event that Client rcquents from
Bryecrany repmrs orolhcrdnfonnation mr-purmeas ofemodying wits
Podcral and slate docl.... i laws, Br,cenhit I pre, he mah mmormuna
within live business day Ibllmving such request, Confidential
Information eardrum infonmmion (a) that is T becomes generally
available to the EndIc through no fad] of the receiving pony (b) ilia,
s rightfully rce,cro d by the receiving pany from a third pony without
limit u m as to its use, or (c) that is mdepcndmndy developed by
receiving party without use of eny Confidential Infonnalion. At the
inatimt ofthis Agramenh each pany will mum the other parry all
Con fidential Information ofthe other parry Each parry also agrees that
it shall nor duplicate, translate, modify, copy, motion, disasannblc,
dermapile or orhenvia, raper with any Canfdeuml Infnnrian of
the after parry or any firmware, circuit brand or software provided
Ihcrcwuh
y Bracert4rznrv. Bryar represents and warrants 1. Clicuttd Bryar
has all rights n sapin anti to any patent, copyright, trrderank,
service ca
rds or other intel luctual property right tied in, or associated
111mAgree the Saufdnpmudthot Brycm is dulyo Client t.enterito this
Agrecntcar and provide the Solution le Client pnrwam m this
Agreement.
IL Disclaim_ All mfmmauon enured imoaryar's Ntmbasc is pr.JuaJ
by third pany inspect.,,and their agents. THEREFORE, BRYCER
SPECIFICALLY DISCLAIMS ANY REPRESENTATION Oil
WARRANTY AS TO THE ACCURACY OR COMPLETENESS
OF ANY INFORMATION ENTERED INTO BRYCER'S
DATABASE BY EITHER CLIENT OR THIRD PAR1"1'
INSPECTORS. EXCEPT' AS SET FORTH IN SE( HON ],
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, OIL
IMPLIED WARRANTIES OF MERCHANTABILITY .AND
FITNESS FOR A PARTICULAR PURPOSE. BRACER'S SOLE
LIABILITY FOR BREACH OF THE REPIMSENTATION AN'D
WARRANTY SET FORTH IN SECTION ], AND CLIEN'1"S
SOLE REMEDY, SHALL BE THA"r BRACER SHALL
INDEMNIFY AND HOLD RECIPIENT HARNILESS FROM
AND AGAINST ANY LOSS, SUIT. D,ANIAGE, CLAIM OR
DEFENSE ARISING OUT OF BREACH OF THE
REPRESENTATION AND WARRANTY.
9. [IMITATION ON DAMAGES. BRYCER SHALL ONLY BE
ABLE TO CLIENT FOR DIRECT DAMAGES PURSUANT
TO THE AGREEMENT. EXCEPT AS OTHERWISE
PROVIDED IN SECTION ], 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 SY"STEM DOWNTIME. CLIENT
ACKNOWLEDGES AND AGREES THAT IN NOCASE SHALL
BRYCER is LIABILITY FOR ANY LOSS OF DATA OR DATA
INTEGRITY EXCEED T'HE REPLACEMENT COSTOF THE
MEDIA ON WHICH I HE DATA WAS STORED.
10. Risks Inherent it) Internet. Client acknowledges that: p) the Internet is
uo.oInsJer vn.k ofcompnrea, do annnirso,c monine lntemn
rimy not be swore. (c) the Internet is be)mnd the amend of Bryccr and
(d) Brycerdoes him own, r crate or nion.go d e ]icemen. Client also
oekine ddges rim them are inhertml risks, conceded .vah using the
Solution, mdudmg bra not Rmdmd m the risk ofbreach.]'...miry, the
Fisk or -fors, 1. ampomr v-we, and nlot risk of in ... cuption,
distortion, or loss of conrnmm"Ithna Clio allmor, dress risks
knowdngly and voluntarily coleuses Bryctt from or liabiliry twin all
2239511/5/11399.000
such risk, Not in Iimituthn of the foregoing, Client hereby aaume,
the risk, and Bryccrahull base no mapunsibiItry or IToo I try ormy kind
LcrcunJcr, for. (1) crmn in the Solution roohmg ben ntiwse.
the Solution
by any entitation, ar i ban Brrtnc of all err anypanur
the Smunis c ( any entity nmcr than Bryccr o anhe den.
mp coach,
thr ivcs; ed any Vcmmn id the Clloeon mhcr than the them
eu sly unmWctly version y d.tt, w C'he Cl ent Are., failure I.
e:
mvolyorre,hcedyimtallmyon, or it the Client Acedh Sodwam;
(5)pmblmnto provide
and hannour the tethconnectto the hilarroconfivnC
(5) fadurc m par he and aid o,cr a technical and connectivity
configurations far use :utd npernu(6 of the folmion that mom
Ri,c
door or
recnjusto of requlrey non 3i, n products
rs resulting or
fromm or
r dataintoorutput. bynon.Bryccrproducts wick shall n,
p)data ardam input, tiochI.accuracy. and suitability, which shall be
dccmcJ nnJcr Client's cxchuivc control.
radiation, . Bryccr (tire "Indemnifying Party") will defend are
indemnify Client against any damages, losses, liabilities, causes of
nation, costs or expert, , arising from Bryccr', breach of this
Agrm an6 g.,, negligence or intcndared misconduct Client will
defend and indemnity Bryccr aga.mt any damages, Insws, liabilities.
,wa or expenses (maludiny reuonable attorneyi fesl noting form
Client'a breach of this Agrccmenh gross negligence or intentional
n. ,momet. Client acknowledges that Bryce, doe not create any of
the Jam and infre.tim inclth cd is me Solution and si or neponxible
for and does not assets or ionic any suggest. or mammcndatiom
with respmuo anysuch dais or infommtion. NwhingconminNinthis
Agreement. incluJmS all attachnnenn, shall be commit to be a waiver
of Cline s "arruntudid or -'ana
immature m set limb in
Section Tb%2R, ct seq., Floodasramtust
or utberxie son feed in too.
16 NNace. All natiecs requiredia We A,emism shall be dTeen, a fit)
nail, personally,upon rmcipt I61lfgr andbyfacsimileor dmm�ic
mtl, when such dried is rrunsaiired . is emndmution To m 1.9
kno.Totaled: (d rf Getch by 1.,. Three, mail. s, da, prepaid, m the lad
known cadres Ofcach party, titter business Jay cent r wi, rc or n,
d'Jelive da m atonally mcognized mcmgM courier svn ice. one
business Juy uHer ddivcrv.
19. JURISDICTIO,J AND OFNUF. THE AGREEMENT SHALL BE
GOVERNED BY, CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, .AND ENFORCEABLL' UNDER, THE
LA WS OF THIi STATE. IN WHICH CLIENT IX ISTS 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 OP SUCH
STATE. THE PARTIES IRREVOCABLY AGREE THAT ALI.
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 AND COUNTY IN WHIKII
CLIENT EXISTS. TIIE PARTIES HEREBY C'ONS17NT AND
SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY LOCAL.
STATE OR FEDERAL COURT LOCATED WITHIN SAID STATE
AND COUNTY. THE PARTIES WAIVE ANY RIGHT TO TRIAL
HY JURY ON ANY ACTION OR PROCEEDING TO ENFOR('LOB
DEFEND ANN' RIGHTS UNDER THE AGREEMENT, AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL
BETRIED BEFORE A COURT AND NOT BEFORE A JURY.
is.
12, Brem . Bryon shall hove the nghl w "ohnwte or suspend this
Ag.c,,I. and all of Client :s rights hereunder. immcdiaely upon
delivering onion notice he Client deuJing Clients meich of any
pros ,ion afthi, Agreement. IfCliem cure. such bnvch within 5 JaYs
of receiving cannon notice thereat: Bryccr, shall restore he Solution 19.
and Cline shall Pay any fee, m costs incurred by Bryce, to connection
with the restoration Orton Solution.
13. Illcm 1 Payments. Client acknowledges and apices Thai it has not
received or been oH'emd any illegal o, impmpe, bnns, kickback, 20.
paymenL gilt or anything of Value Bom any employee or agent of
Bryccr in emmmtion with the Agreement.
13. Bancliciare There are no mM party beaeliciadee to the Agtxremem.
15. Force Mu a c. Neither puny shall be responsible far any failure ,,
perform due..
mnfonsccn, non-cammcnaml cinamph mnecs boyond its
reasonable control, including but not limited to acts of God. war, not.
embargoes. imm of and or military aushunties. fire. Boots,
cathquaknk blackouts. accidents, or sinker. In the event ofany, such
delay, any applicable'roal of time for action by said party my be
defeneJ fur a paned of tome equal to the I m , of such delay, except
that a panes failure to make any payment when due hereunder shall
nut be so excused.
Ao vs*Ecn. The prevailing parry in any proxceding to connection
with the A pumuou shall be mndedmrecoverfiom theme -prevailing
puny, all costs and expenses, mdudurg without inhibition.
anomeys' and pamlcgal fees and costs incurred by such pony in
connection with any such proceeding.
Entire• Awarectiven The Agreement sets out the entire agrcemum
between the panic, relative to the subje<hmaver hemffend superseds,
all prior or cnnlcmpmmhcous a"narryant, or re,m,cm.tion,, oral or
wriucn
AntenJ t e h . The Agreanent may nos he ahered or moditicd, cmapt
by written amendment which expressly refer., to the Agreement and
which is duly exmmed by romancer] nptcscnleti,a, of both panics.
The waiver or Ltilare by either party it, exeraisa or cnfamc an, right
presided for an the Agreement shall not he tamed a svmcr of :nry
Rather right under the Agreement. Any provision ul'The Agrecnwnl
held to be invalid underapphcable law shall not tender the Agreement
invalid as a wlwk, and in such an event. such no,iAto shall be
interpreted so as in best accomplish the intent ofthe patios within the
limits ofapplicable law. The Agreement may be cxccmed by mesnailc
and in eounmgrats, each fwhich shall be domed an original, and all
of which together shall micaitme one and me same instrument.
21. Exoimi on. The .,his and obligations announced in he. Tares and
Conditions shall shmive my exptmrion or maturation of the
Agreement.
2 39531/5/U3".IRN1
Exhibit B
Maintenance Schedule and Minimum Service Levels
Uotime 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 Client with advance
notice of any unscheduled downtime.
2. Response Time.
Brycer shall respond to telephone calls from Client within two hours of the call and/or
message and all entails from Client within two hours of the receipt of the email.
3. Customer Suonort
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.
223753115111390000