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ORIGINAL AGREEMENT FOR SERVICES (BRYCER, LLC) THIS AGREEMENT is made and entered into as of the /6/ day of FG� . 2021 (the "Effective Date), by and between the CITY OF REDWOOD CITY, a charier city and municipal corporation of the State of California ("Client" or "City"), and Brycer, LLC, a Delaware limited liability company ("Brycer" or "Consultaat" ). Client and Brycer are collectively referred to as the "Parties." RECITALS A. City requires the professional services to assist with code compliance and the reduction of false alarms. Such services are needed for facilities in both Redwood City and the City of San Carlos, where Client provides Fire services. B. Brycer has the necessary experience in providing professional services and advice, namely "The Compliance Engine" (the "Solution") as further described in this Agreement. In summary, the Solution will work in the following fashion: The Compliance Engine is an internet-based tool for code officials to track and drive code compliance and reduce false alarm activity. It provides a secure cloud environment in which third party contractors that inspect, test, and maintain fire protection systems submit their reports via Brycer's web portal direct to the Fire Department, facilitating a more efficient review, tracking and follow-up process with occupants to correct deficiencies and maintain code -compliant systems. C. Selection of Brycer is expected to achieve the desired results in an expedited fashion. D. Brycer has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the Parties agree as follows: 1. Scope of Work and Term: Brycer will provide Client with the Solution for an initial three- year term, commencing on the Effective Date (the "Initial Term"), as further described in Exbibit A, attached hereto and incorporated herein by reference. Thereafter, the Term shall automatically renew for successive one-year periods unless terminated by Brycer or Client in writing at least ninety (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 Tenn (as provided in the Terms and Conditions), Client shall stop using the Solution; provided, however, Brycer shall provide Client's data from the Solution to Client within thirty (30) days after the expiration or termination of the Term. Notwithstanding anything to the contrary in this Agreement, Client shall have the right to terminate this agreement for any reason upon giving sixty (60) days written notice to Brycer. 2. Fees: Client shall not pay any fees to Brycer under this Agreement, including for use of the Solution. Brycer will collect all fees due and payable from 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, attached hereto and incorporated herein by reference. The maintenance schedule and minimum service levels for the Solution are set forth on Exhibit B. REV: 02-12-21 PR