CM-2022-320 - 12/16/2022BRYCER, LLC
4355 Weaver Parkway
Suite 230
Warrenville, IL 60555
October 241,4, 2022
City of hound Rock
221 East Main Street
Round Rock, TX 78664
Re: "The Compliance Engine"
Dear City of Round Rock:
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, City of Round Rock
("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 January I ",
2023 (the "Initial Term"). Thereafter, the Term shall automatically renew for successive three-year periods
unless terminated by Brycer or Client in writing at any time during the Initial Term or a Renewal Term
(collectively the "Term") with at least 90 days' notice to the other party. 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.
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. _
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,
223753115/13399 000
014,1_ 2D22--32-0
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 oflnformation. 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 dales automatically tracked within the
TCE database. Brycer is not an agent of the Client and all scripts for the overdue cal Is will
be approved by the Client.
• 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 Svslem. 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 Edge, Firefox version 76,
Chrome 64 or Safari (or more recent versions), in addition to having a .pdf reader installed
on machines to view attachments.
• Training. Client shall allow Bryccr at Client's facilities to train all applicable personnel
of Client on the use of the Solution.
• Information. Client shall promptly provide Bryccr with all appropriate information
necessary for Brycer to create the database for the Solution, including without limitation:
(a) all commercial building addresses within I City of Round Rock J 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. 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.
[Balance of the page intentionally left blank.)
223753115/13399.000
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
Acknowled d and Agreed to this
{ f day of K�, 20_!&�
City of Round Rock
By.
Laurie Hadley, City Manager
1237531l5113399 000
Exhibit A
Terms and Conditions
Any capitalized terns not defined in these Terms and Conditions shall have the meaning assigned to at in that certain Letter Agreement
attached hereto by and between Brycer, LI_C aril Client (the "Agreement)
Restrictions an Use Client shall not copy, dtSlnhnlC. create derivative
works of or modify the Solution in any way Client agrees that (a) it
shall only permit its ot}pcers and employees (collectively. the
"Authorzed Users") to use the Solution for the benefit of Client, (b) it
shall use Commercially reasonable efforts to prevent the unaulhonrRd
use ordisclosure orthe Solution, (c) it shall not sell, resell, rent or lase
the Solution; (d) it shall not use the Solution to store or transmit
infringing or otherwise unlawful or tortious material, or to stare or
transmit material in violation of third party rights; (e) it shall not
interfere with or disrupt the integrity or performance ofthe Solution or
third party data contained therein, (q it shall not reverse engineer,
translate, disassemble, decompilc or otherwise attempt to create any
source code which is derived from the Solution (g) it shall not permit
anyone other than the Authorized Users to view or use the Solution and
any screen shots ofthe Solution and (h) it shall rot disclose the features
of the Solution to anyone other than the Authorized Users Client is
responsible for all actions taken by the Authonzed Users in connection
with the Solution.
Proprietary Rights. All right, title and interest in and to the Solution,
the features of the Solution and images or the Solution as well any and
all derivative works or modifications thereof(the "Ikriti am c 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 rrom the
Solution- Client acknowledges and agrees that, except Ibr the limited
use rights established hereunder, Client has no right, title or interest in
the Solution, the De 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 )pint 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 parry and neither party may
represent that it has such authority.
4 Reservation of Rights Brycer reserves the right. to 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
politics, procedures, and requirements specified or related hereto A.I
Tights not expressly granted to C hent are reserved to Brycer, including
the right to provide all or any part of the Solution to other parties
5 Use of Laces During the term of this Agreement. Brycer shall hat e
the right io use Client's logos for the purpose ofproviding the Solution
to Client.
6 Confidential Information. Brycer and Client acknowledge and agree
that in providing theSolution_ Brycer and Client �Ihccase mTv hC
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 wit[
not, without the express prior written consent of the other party,
disclose any Confidential Information or any part thereof to any third
parry Notwithstanding the foregoing, the parties acknowledge that
Client and Brycer shall be permitted to comply with any all federal and
state laws concerning disclosure provided that any such required
disclosure will not include any of Brycer's screen shots The disclosing
party shall provide prior written notice of any required disclosure of
the nond[sclosing party's Confidential Information to the
nondisclosing party and shall disclose only the information that is
2237531l5/13399 000
required to be disclosed by law In the event that Client requests from
Brycer my reports or other information for purposes ofcomptying with
federal and state disclosure laws, Brycer shall provide such mformi tion
with-n five business day following such request 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 patty all
Confidential Information of the other party Each party also agrees that
it shall not duplicate, translate, modify, copy, printout, disassemble,
decompde or otherwise tamper with any Confidential information of
the other party or any firmware, circuit board or software provided
therewith
BryCOp Waranty 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 authorved to enter into this
Agreement and provide the Solution to Client pursuant to this
Agreement
DiWarmer. 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 PARTi
INSPECTORS. EXCEPT AS SET FORTH 1N VCI ON 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 OFTHE 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, SVIT, DAMAGE, CLAIM OR
DEFENSE ARISING OUT OF BREACH OF THE
REPRESENTATION AND WARRANTY.
LIMITATION ON DAMAGES. BRYCER SHALL ONIA' BF:
LIABLE TO CLIENT FOR DIRECT DAMAGES PURSUANT
TO THE AGREEMENT, EXCEPT AS OTHERWISE
PROVIDED IN SECTIOtj 7 IN NO EVENT SHALL BRYCER
BE LIABLE FOR OR OBLIGATED IN ANY MANNER FOR
SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES,
21CI AMisNr: rtIIT No]: 11MIj!V" M r OSS ny-USE, F 4)SS
OF PROFITS OR SYSTEM DOWNTIME. CLIENT
ACKNOWLEDGES AND AGREES THAT IN NO CASE SHALL
BRYCER'S LIABILITY FOR. %NI' LOSS OF DATA OR DATA
INTEGRITY EXCEED THE REPLACEMENT COST OF THE
MEDIA ON WHICH THE DATA WAS STORED.
Risks Inberent to internee. Client acknowledges that (a) the Internet is
a worldwide network orcomputers, (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 arc inherent risks associated with using the
Solution, including but not limited to the risk ol'breach of security, the
risk of exposure to computer viruses and the risk of interception,
distortion, or lose of commumCUons Client assumes these risks
knowingly and voluntarily releases Brycer from all liability IFom all
such asks Not in limitation of the foregoing, Client hereby assumes
the risk, and 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 ofall or any pan 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) nonconi'ominies 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 Ciicrit's exclusive control.
It. Indemnity. Brycer (the "Indemnifying Party") will defend and
indemnify Client against any damages, losses, liabilities, causes of
action, costs or expenses arising from Brycer's breach of this
Agreement, gross negligence or intentional misconduct- Client will
defend and indemnify Brycer to the fullest extent permitted by law,
against any damages, losses, liabilities, costs or expenses (including
reasonable attorneys' fees) arising from Client's breach of this
Agreement, gross negligence or intentional misconduct. Client
acknowledges that Brycer does not create any of the data and
information included in the Solution and is not responsible for and does
not assess or make any suggestions or recommendations with respect
to any such data or mtbrmatton Client will defend and indemnify
Brycer to the fullest extent permiued by law, 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 thud
party, including, but not limited to, third parry inspectors, in connection
with such third parry 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.
16 Notice9. All notices required in the Agreement shall he effective (a)
if given personally, upon receipt, (b) ifgiven by facsimile or electnimc
mail, when such notice is tmrwmitted and confirmation of receipt
obtained, (c) if mailed by certified mail, postage prepaid, to the last
known address ofeach par), three business days after mailing, OF (d)
if delivered to a nationally recognized overnyhl couner service. one
business day alter delivery
JURISDIC11ON AND VENUE THE AGREFMEN-r SHALI BI!
GOVERNED BY, CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, AND ENFORCEABLE ENDER, THE
LAWS OF THE STATE IN WHICII CLIENT EXISTS APPLICABLE
TO CONTRACTS MADE IN SUCH STATE AND THAT ARE TO
13E WHOLLY PERFORMED IN SUCH STATE. WI'I'HUU'f
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 HE 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, SPATE 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 Till: AGREEMENT, AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL
HETRIED BEFORF A COURT AND NOT BEFORE; A JURY
18 A)tortim' Fees The prevailing panty 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
I') 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.
20 Ameadmens The Agreement may not be altered or modified, except
13. Ille ag lit yments Client acknowledges and agrees that it has not by written amendment which expressly refers to the Agreement and
received or been offered any illegal or improper bribe, kickback, which is duly executed by authorized representatives of both panics
payment, gift or anything of value from any employee or agent of The waiver or failure by either party to exercise or enforce any right
Brycer in connection %%tth the Agreement provided for in the Agreement shall not be deemed a waiver of any
further right under the Agreement Any provision of the Agreement
14 Beneficiaries- There are no third party beneficiaries to 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
15 Force Maieure. Neither party shall be responsible for any failure to interpreted so as to best accomplish the intent ofthe parties within the
perform due to unforeseen, non-commercial circumstances beyond its limits of applicable law The Agreement maybe executed by facsimile
reasonable control, including but not limited to acts of God, war, riot, and in counterparts, each of which shall be deemed an original, and all
embargoes. acts of civil or military authorities, fire, floods, of which together shall constitute one and the same instrument
earthquakes, blackouts, accidents, or strikes In the event of any such
action by saia party may x irate n. 11he nghts and obligations contained in these Terms and
deferred for a period of time equal to the time of such delay, except Conditions shall survive any expiration or termination of the
that a parry's failure to make any payment when due hereunder shall Agreement.
not be so excused.
2237531/5.:13399 000
Exhibit 6
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 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 emails from Client within two hours of the receipt of the email.
3. Customer Support
Customer support hours are 24n1365. The number is 630-413-951 l
Brycer will assign client a dedicated customer representative with direct access to their
email and work number.
2237531?5+13399 OW
IUND ROCK
TEXAS
City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider executing a Letter Agreement with Brycer, LLC for use of Compliance
Engine to assist with annual fire inspections.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 12/16/2022
Dept Director: Shane Glaiser, Fire Chief
Cost:
Indexes:
Attachments:
Department: Fire Department
Text of Legislative File CM-2022-320
The approval of this agreement will allow Brycer "Compliance Engine" to make direct contact with local
businesses and inform them when their annual fire system inspections (sprinklers, alarm panels, pull
stations, etc.) are due. The business will be responsible for contacting a fire system inspection company to
have their system inspected and then send the inspection report to the Round Rock Fire Marshal's office.
Once complete, the report is sent to the Fire Marshal's office for them to follow up with the business, and
will help decrease the amount of time spent at a facility by our Fire Marshal's because they can direct their
attention to other life safety areas instead of the entire facility making them available to complete more
inspections and plan reviews for new developments.
This system has proven to be effective in surrounding communities such as Austin, Cedar Park, and
Georgetown. All expenses for the system are incurred by the inspection company and the business, so
there is no cost to the City.
City of Round Rock Page 1 of 1