Agreement - Locality Media, Inc. dba First Due - Contract No. 24FD1299 - Training and Support - Signed 2024-01-16Locality Media, Inc. Agreement Aug 2023 Page 1 of 14
AGREEMENT FOR SERVICES
This Agreement for Services (this “Agreement”) dated as of January 15, 2024 (the "Effective Date") is made by and
between Locality Media, Inc dba First Due a Delaware corporation, having offices at 107 7th St, Garden City, NY, 11530
("Locality Media") and the Gilroy Fire Department located at 7070 Chestnut St, Gilroy, CA 95020 (the “Customer”).
1. Locality Media maintains a website through which Customer members may access Locality Media's First Due Size-Up™
Community Connect™, Mobile Responder™ and/or other software-as-a-service platforms and solutions identified in
Exhibit A (collectively, the "Service") in connection with the performance of their Customer duties. Locality Media
agrees to grant the Customer access to the Service pursuant to the terms and conditions set forth below and in Exhibit
A, and the Customer agrees to use the Service only in strict conformity with and subject to such terms and conditions.
2. Locality Media may provide the Customer with one or more user ID’s, initial passwords, digital certificates and/or other
devices (collectively, "Credentials") and/or application programming interfaces ("APIs") to access the Service. The
Customer shall access the Service only by using such Credentials and APIs. The Customer authorizes Locality Media to
act on any instructions Locality Media receives from users of the Service who present valid Credentials
and such individuals shall be deemed authorized to act on behalf of the Customer, including, without limitation, to
change such Credentials. It is the Customer’s sole responsibility to keep all Credentials and other means of access
within the Customer’s direct or indirect possession or control both confident ial and secure from unauthorized use. The
Customer understands the utility of the First Due Size Up Service depends on the availability of data and information
relating to Locations and structures in the Customer's jurisdiction, including but not limited t o building system and
structural information, building inspection codes and incident report data (collectively, "Location Data"). Locality
Media also may process and furnish through the Service, in addition to Location Data, other data regarding residents
and roadways within the Customer's jurisdiction ("Community Data"). Location Data and Community Data are referred
to collectively herein as "Data". Locality Media may acquire Data from third party public and/or private sources in
Locality Media's discretion. In addition, the Customer will upload to the Service or otherwise provide to Locality Media
in such form and using such methods as Locality Media reasonably may require from time to time, any and all Data
from the Customer's records and systems which the parties mutually designate for inclusion in the Service
database. The Customer agrees not to filter or alter such records except to conform such Data to the formats
reasonably required by Locality Media. Subject to any third-party license restrictions identified expressly in writing by
the Customer, the Customer grants to Locality Media a perpetual, non -exclusive, worldwide, royalty-free right and
license to process, use and disclose the Data furnished to Locality Media by the Customer in connection with the
development, operation, and performance of providing the Services to the Customer in accordance with this
Agreement.
3. As between the parties, the Customer and its employees, contractors, members, users, agents, and representatives
(collectively, "Customer Users") are solely responsible for determining whether and how to use Data accessed through
the Service. The Customer acknowledges that Locality Media, through the Service, provides an interface for viewing
Data compiled from the Customer and other sources over which Locality Media has no control and for which Locality
Media assumes no responsibility. Locality Media makes no representations or warranties regarding any Location or
structure (including but not limited to a Location's safety, construction, occupancy, materials, hazards, water supply,
contents, location, surrounding structures, exposures, size, layout, compliance, condition or history), residents,
roadways, or any actual or expected outcome from use of the Data, nor does Locality Media make any representation
or warranty regarding the accuracy or reliability of the Data received by Locality Media. Locality Medi a provides
administrative and information technology services only and does not advise, recommend, or render an opinion with
respect to any information communicated through the Service and shall not be responsible for the Customer's or any
third party's use of any information obtained through the Service.
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4. The Customer shall obtain and maintain, at its own expense, computers, operating systems, Internet browsers, tablets,
phones, telecommunications equipment, third-party application services and other equipment and software
("Equipment") required for the Customer to access and use the Service (the Service being accessible to users through
standard Internet browsers subject to third party network availability and signal strength). Locality Media shall not be
responsible for any problem, error or malfunction relating to the Service resulting from Customer error, data entry
errors or malfeasance by the Customer or any third party, or the performance or failure of Equipment or any
telecommunications service, cellular or wifi network, Internet connection, Internet service provider, or any other third-
party communications provider, or any other failure or problem not attributable to Locality Media ("Technical
Problems").
5. This Agreement will be effective for an initial term of 12 months (the "Initial Term") commencing on the Effective Date.
After the Initial Term, this Agreement will automatically renew for successive terms of 12 months each (a "Renewal
Term"), subject to the right of either party to cancel renewal at any time upon at least 60 days' written notice. Locality
Media reserves the right to increase Customer’s renewal Service fees by no more than 5% per annum, applied to the
Service fees set forth in the previous term. Either party also may terminate this Agreement immediately upon written
notice if the other party: (i) becomes insolvent; (ii) becomes the subject of a petition in bankruptcy which is not
withdrawn or dismissed within 60 days thereafter; (iii) makes an assignment for the benefit of creditors; or (iv)
materially breaches its obligations under this Agreement and fails to cure such breach within 30 days after the non -
breaching party provides written notice thereof. Customer may terminate this Agreement with thirty (30) days’ written
notice to Locality Media in the event Locality Media is acquired by a third party.
6. Upon termination, the Customer shall cease use of the Service and all Credentials then in the Customer’s possession or
control. This Section 6 and Sections 8 through 11 and 15 through 25 hereof shall survive any termination or expiration
of this Agreement.
7. The Customer agrees to pay the fees set forth in Exhibit A for use of those Service features described in Exhibit A (as
available as of the Effective Date). Locality Media may charge separately for services offered from time to time that are
not included in the scope of Exhibit A (such as new Service features, systems integration services and applications of
the Service for new purposes), subject to the Customer’s acceptance of the terms of use and fees associated with such
services. The Customer shall be responsible for the payment of all taxes associated with provision and use of the
Service (other than taxes on Locality Media’s income). The Customer represents it has not received and agrees that it
shall not collect any fee, payment, or remuneration of any kind from any Data provider, other municipal agency or
other third party in connection with the Customer's purchase or use of the Service under this Agreement.
8. Locality Media owns and shall retain all right, title, and interest in and to the Service, all components
thereof, including without limitation all related applications, APIs, user interface designs, software and source code
(which shall further include without limitation any and all source code furnished by Locality Media to the Customer in
connection with the delivery or performance of any services hereunder) and any and all future enhancements or
modifications thereto howsoever made and all intellectual property rights therein but not Data furnished by the
Customer. Except as expressly provided in this Agreement or as otherwise authorized in advance in writing by Locality
Media, the Customer and Customer Users shall not copy, distribute, license, reproduce, decompile, disassemble,
reverse engineer, publish, modify, or create derivative works from, the Service; provided, however, that nothing herein
shall restrict the Customer’s use of the Data that the Customer has provided.
9. "Confidential Information" means any and all information disclosed by either party to the other which is marked
"confidential" or "proprietary," including oral information that is designated confidential at the time of
disclosure. Without limiting the foregoing, all information relating to the Service and associated software and the
terms of this Agreement shall be deemed Locality Media's Confidential Information. Notwithstanding the foregoing,
"Confidential Information" does not include any information th at the receiving party can demonstrate (i) was known to
it prior to its disclosure hereunder; (ii) is or becomes publicly known through no wrongful act of the receiving party; (iii)
has been rightfully received from a third party authorized to make such disclosure without restriction; (iv) is
independently developed by the receiving party, without the use of any Confidential Information of the other party; (v)
has been approved for release by the disclosing party's prior written authorization; or (vi) is required to be
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disclosed by court order or applicable law, provided that the party required to disclose the information provides
prompt advance notice thereof to the other party (except to the extent such notice is prohibited by law).
10. Each party hereby agrees that it shall not use any Confidential Information belonging to the other party other than
as expressly permitted under the terms of this Agreement or as expressly authorized in writing by the other
party. Each party shall use the same degree of care to protect the other party's Confidential Information as it uses to
protect its own confidential information of like nature, but in no circumstances with less than reasonable care. Neither
party shall disclose the other party's Confidential Information to any person or entity other than its employees, agents
or consultants who need access thereto in order to effect the intent of this Agreement and in each case who have been
advised of the confidentiality provisions of this Agreement, have been instructed to abide by such confidentiality
provisions, entered into written confidentiality agreements consistent with Sections 9-11 or otherwise are bound
under substantially similar confidentiality restrictions.
11. Each party acknowledges and agrees that it has been advised that the use or disclosure of the other's Confidential
Information inconsistent with this Agreement may cause special, unique, unusual, extraordinary, and irreparable harm
to the other party, the extent of which may be difficult to ascertain. Accordingly, each party agrees that, in addition to
any other remedies to which the nonbreaching party may be legally entitled, the nonbreaching party shall have the
right to seek to obtain immediate injunctive relief, without the necessity of posting a bond, in the event of a breach of
Section 9 or 10 by the other party, any of its employees, agents or consultants.
12. LOCALITY MEDIA REPRESENTS AND WARRANTS THAT IT SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
PROVIDE THE SERVICE WITHOUT INTRODUCING ERRORS OR OTHERWISE CORRUPTING DATA AS SUBMITTED BY THE
CUSTOMER. OTHER THAN THE FOREGOING, THE SERVICE, INCLUDING ALL DATA, IS PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, LOCALITY MEDIA
MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE AT ALL TIMES, NOR
DOES LOCALITY MEDIA WARRANT THAT THE SERVICE WILL REMAIN COMPATIBLE WITH, OR OPERATE WITHOUT
INTERRUPTION ON, ANY EQUIPMENT OF THE CUSTOMER OR CUSTOMER USERS. Locality Media will provide the service
on a 24X7X365 basis with an uptime guarantee of 99.5% availability excluding scheduled maintenance. Locality
Media will respond to Customer and provide Initial Responses, Temporary Resolutions and Final Resolutions in
accordance with the time requirements set forth in the table below.
Severity Level: Vendor’s Initial
Response will be
provided within:
Vendor’s Temporary
Resolution will be
provided within:
Vendor’s Final
Resolution will be
provided within:
1: Mission Critical – Software is down
/undiagnosed but feared critical;
situation may require a restore and
Software use is suspended until a
diagnosis is given
60 minutes from receipt
of initial notice from the
Customer, or discovery,
of the error
24 hours from receipt
of initial notice from
the Customer, or
discovery, of the error
2 days from receipt of
initial notice from the
Customer, or error
discovery
2: Critical Issue – Software is not
down, but operations are negatively
impacted
60 minutes from receipt
of initial notice from the
Customer, or discovery,
of the error
24 hours from receipt
of initial notice from
the Customer, or
discovery, of the error
2 days from receipt of
initial notice from the
Customer, or error
discovery
3: Non-Critical Issue – resolution
period to be mutually agreed upon
4 hours from receipt of
initial notice from the
Customer, or discovery,
of the error
3 days from receipt of
initial notice from the
Customer, or
discovery, of the error
15 days from receipt of
initial notice from the
Customer, or error
discovery
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13. EXCEPT AS SET FORTH ABOVE IN SECTION 12, LOCALITY MEDIA MAKES AND THE CUSTOMER RECEIVES NO
WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SUBJECT MATTER
HEREOF. LOCALITY MEDIA SPECIFICALLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT
TO THE SUBJECT MATTER HEREOF, INCLUDING WITHOUT LIMITATION THE SERVICE.
14. The Customer represents and warrants that the Customer is authorized and has all rights necessary to enter into this
Agreement, to provide the Data furnished by the Customer to Locality Media, and to use the Service and Data, and
Customer will only use the Service and Data, as permitted under this Agreement and in accordance with the laws,
regulations, and any third-party agreements applicable to the Customer and Customer Users. Without limiting the
generality of the foregoing, Customer shall not cause or permit any Data to be uploaded to the Service or used in
connection with the Service in any manner that would violate any third-party intellectual property rights or license
between Customer and any third party. Customer agrees not to use or permit the use of the Service and Data in
connection with any public or private enterprise other than operation and performance of the Customer's functions
and services. In addition, the Customer and the Customer Users shall not copy, distribute, license, reproduce, publish,
modify, or otherwise use any Personally Identifiable Information (PII) contained within the Data accessed through the
Service for any purpose other than to lawfully carry out the services and duties of the Customer. The Customer shall
remain responsible for the performance, acts and omissions of each Customer User as if such activities had been
performed by the Customer.
15. Locality Media will indemnify, defend and hold harmless the Customer from and against any and all damages, liabilities,
losses, costs and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Losses") resulting
from any third-party claim, suit, action, investigation or proceeding (each, an "Action") brought against the Customer
based on the infringement by Locality Media of any third-party issued patent, copyright or registered trademark,
except to the extent such Action is based on Data furnished from the Customer, the Customer’s breach of any third
party agreement, or any combination or integration of the Service with any Customer - or third-party property, method
or system.
16. The Customer will indemnify, defend and hold Locality Media harmless from and against any and all Losses arising from
or relating to: (i) any breach by the Customer of Section 8; or (ii) any Action by a Customer User or third party arising
from or relating to the use of the Service or Data accessed through the Service, except to the extent such Losses are
subject to Section 15 above or result from the gross negligence or willful misconduct of Locality Media.
17. Such indemnification under Sections 15 and 16 will be provided only on the conditions that: (a) the indemnifying party
is given written notice reasonably promptly after the indemnified party receives notice of such Action; (b) the
indemnifying party has sole control of the defense and all related settlement negotiations, provided any settlement
that would impose any monetary or injunctive obligation upon the indemnified party shall be subject to such party’s
prior written approval; and (c) the indemnified party provides assistance, information and authority as reasonably
required by the indemnifying party.
18. EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS IN SECTION 15, AND EXCEPT FOR CLAIMS OF GROSS NEGLIGENCE,
WILLFUL MISCONDUCT OR FRAUD, LOCALITY MEDIA SHALL NOT BE LIABLE TO THE CUSTOMER OR CUSTOMER USERS
FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM OR RELATING
TO THIS AGREEMENT OR THE SERVICES OR DATA, EVEN IF THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS IN SECTION 15, AND EXCEPT FOR CLAIMS OF GROSS
NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, LOCALITY MEDIA SHALL NOT BE LIABLE TO THE CUSTOMER OR
CUSTOMER USERS FOR ANY DAMAGES IN CONNECTION WITH THIS AGREEMENT IN EXCESS OF THE GREATER OF (A)
THE AMOUNT OF FEES PAID OR PAYABLE BY THE CUSTOMER TO LOCALITY MEDIA WITHIN THE 12 MONTH PERIOD
IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY, OR (B) $5,000.
19. All notices, requests, demands, or consents under this Agreement must be in writing, and be delivered personally, by
email or facsimile followed by written confirmation, or by internationally recognized courier service to the addresses of
the parties set forth in this Agreement.
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20. Except as otherwise provided below, neither party may assign this Agreement or any rights or obligations hereunder
without the prior written consent of the other party. Locality Media may assign this Agreement or any rights or
obligations hereunder to any Locality Media affiliate or in connection with the merger or acquisition of Locality Media
or the sale of all or substantially all of its assets related to this Agreement, without such consent. This Agreement shall
be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns.
21. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
22. Any modification, amendment or waiver to this Agreement shall not be effective unless in writing and signed by the
party to be charged. No failure or delay by either party in exercising any right, power, or remedy hereunder shall
operate as a waiver of such right, power, or remedy.
23. The parties are independent contractors with respect to each other, and neither shall be deemed an employee, agent,
partner, or legal representative of the other for any purpose or shall have any authority to create any obligation on
behalf of the other. Neither party intends to grant any third-party beneficiary rights as a result of this Agreement.
24. Any delay in or failure of performance by either party under this Agreement will not be considered a breach and will be
excused to the extent caused by any event beyond the reasonable control of such party including, but not limited to,
acts of God, acts of civil or military authorities, strikes or other labor disputes, fires, interruptions in
telecommunications or Internet or network provider services, power outages, and governmental restrictions.
25. This Agreement supersedes all prior agreements, understandings, representations, warranties, requests for proposal
and negotiations, if any. Each provision of this Agreement is severable from each other provision for the purpose of
determining the enforceability of any specific provision.
26. Audit Right. Locality Media must annually conduct its own internal security audit and address security gaps. Upon
written request, Locality Media will give the Customer a copy of the most current report from each audit conducted.
Locality Media shall perform an independent audit of its data centers at least annually at its expense. Locality Media
completes a Service Organization Control (SOC) 2 Type 2 audit report performed by a third -party audit and available to
Customer upon written request.
27. Data Center: Locality Media uses Amazon Web Services (AWS) as its cloud hosting provider. All data originating in the
United States stays within the United States.
28. Data Ownership: Customer shall own all Customer data and upon termination or written request, Locality Media shall
provide Customer data to Customer.
29. Data Redundancy: Locality Media follows backup, disaster recovery and redundancy best practices. This includes
database replication in primary and secondary hosting, redundant servers, and load balancing.
30. Storage and Backup: Locality Media follows best practice guidelines around backup/failover management. This
includes back-ups in multiple sites, fully encrypted and redundant servers in multiple locations for failover. Data back -
ups are kept offsite, and industry best practice redundancy and disaster recovery mechanisms are always utilized,
including PostgreSQL DB running on mirrored/RAID1 drives with three daily backups to additional servers, as well as
and standby servers to quickly fail-over during disaster situations.
Data provided by Customer or entered into the system by Customer belongs to the Customer.
Locality Media stores all Customer data on AWS servers. AWS does not have access to any customer data, nor will it
use this data for any analytical purposes. Only Customer will have access to their data, and can request it at any time.
31. Security Level: All transmissions within Locality Media’s platform utilize a secure HTTP connection (HTTPS) and TSL
certificates to mitigate malicious activity. All PII and PHI data is encrypted in transit and at rest using Transport Layer
Security (TLS) and Forward Secrecy (FS) using AES.
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Accounts are password protected with strong encryption and industry - standard password protection mechanisms.
Locality Media uses hashed passwords with built-in salts and Locality Media web servers are configured to not support
weak protocols and cyphers.
Locality Media relies on a secure server environment that can only be accessed from Locality Media’s internal Local
Area Network (LAN), rather than a publicly facing Wide Area Network (WAN) such as the general Internet.
32. Data Protection: Protection of personal privacy and data shall be an integral part of the business activities of Locality
Media to ensure there is no inappropriate or unauthorized use of Customer’s information at any time. To this end,
Locality Media shall safeguard the confidentiality, integrity and availability of Customer’s information and comply with
the following conditions:
a. Locality Media shall implement and maintain appropriate administrative, technical , and organizational security
measures to safeguard against unauthorized access, disclosure or theft of personal data and non -public data.
Such security measures shall be in accordance with recognized industry practice and not less stringent than
the measures Locality Media applies to its own personal data and non -public data of similar kind.
33. Contract Audit: Locality Media shall allow the Customer to audit conformance to the Agreement terms. The Customer
may perform this audit or Agreement with a third party at its discretion and at the Customer’s expense not more than
once in any 12-month period.
34. Insurance Requirements. The attached Exhibit B, Addendum to Agreement, Insurance Requirements is incorporated
herein by reference.
35. Agreement Billing Information
a. Accounts Payable Contact
Name: Jennifer Fortino
Email: Jennifer.fortino@cityofgilroy.org
Phone: 408-846-0371
b. Tax Exempt ___No (Yes/No)
If Yes, please email a copy of the Exempt Certificate to accounting@firstdue.com.
c. Purchase Order Required ___Yes (Yes/No)
If Yes, return a copy of the Purchase Order with the signed agreement or email a copy to
accounting@firstdue.com.
[Signature page follows]
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LOCALITY MEDIA, INC. City of Gilroy
By: By:
Name: Andreas Huber Name: Andy Faber
Title: CEO Title: City Attorney
Date: Date:
By:
Name: Jimmy Forbis
Title: City Administrator
Date:
Attest:
By:
Name: Thai Pham
Title: City Clerk
Date:
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Locality Media, Inc. dba First Due
107 Seventh St
Garden City, NY 11530, United States
Phone: +1 (516) 874-2258
Website: https://www.firstdue.com/
Exhibit A - Quote
Prepared By: Travis Grimsley
Valid Until: January 31, 2024
Quote Number: 1545132000202883339
BILL TO:
Jennifer Fortino
Gilroy Fire Department
7070 Chestnut St
Gilroy, CA 95020
Account: Gilroy Fire Department
Subscription Start: January 15, 2024
Initial Term: 12 months
Annual Subscription: $16,700.00
Product Details Total
Occupancy Management & Pre-Incident Planning
Manage Occupancies, Pre-Incident Mapping, ArcGIS Maps, Fire Systems, Hazardous
Material, and Contacts.
Responder
Web Responder dashboard and Responder iOS/Android App with notifications,
statusing and routing.
Hydrant Management – Basic
Manage Hydrants including hydrants visible on pre-plan & response map, hydrant list,
hydrant types, hydrant uploads, ArcGIS hydrant layers, and hydrant setup
Incident Reporting – NFIRS
NFIRS Incident Documentation, State and Federal Compliance with automated
submission.
Personnel Management
Store, Manage and Access Employee Records including demographic data,
certifications and employment information.
Events & Activities
Create Events, View Global Activity Log, and Access Global Calendar.
CAD Integration
Automated importing of CAD calls via XML, Database Connector or API.
Online Standard Training Package
Includes a one-hour planning session and up to 6 hours of webinar train -the-trainer
sessions
Implementation and Configuration Services
Services related to configuring and customizing the First Due Platform as described in
the Statement of Work.
One-Time Fees Subtotal $ 2,250.00
Subscription Fees Subtotal $ 16,700.00
Grand Total $ 18,950.00
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Statement of Work
Please see attached Statement of Work detailing the Implementation, Training and Support for this
Exhibit A – Quote.
Terms and Conditions
The above-listed Grand Total will be invoiced on or around the Subscription Start date. For subsequent
annual periods, the Service fees are due and payable annually in advance.
Payment Terms: Net 30 days
For electronic ACH payment: JPMorgan Chase Bank | ABA Routing: 021000021 | Account #: 803527972
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Locality Media, Inc. dba First Due
107 Seventh St
Garden City, NY 11530, United States
Phone: +1 (516) 874-2258
Website: https://www.firstdue.com/
Statement of Work
For Quote Number: 1545132000202883339
Statement of Work | Gilroy Fire Department
Introduction
The purpose of this Statement of Work (SoW) document is to clearly define the Implementation, Training
and Support.
1. Implementation:
First Due works very closely with you to ensure the application is ready for go-live. During the
Implementation you will be assigned a Client Success Manager and Implementation Manager who
will lead you through the process. Below is a description of each component of our implementation.
a) Discovery & Planning: During a project kick-off meeting we will flesh out the key components
of the configuration, customer stakeholders and project timelines. After this stage we will
have a clear plan to when and how your agency will be live with First Due.
b) Configuration: First Due is an out-of-the box system but can be configured for your Agency’s
needs. Our team will work with you to configure all the parts of the application necessary for
go-live and beyond. These configuration sessions will generally occur weekly, and act as
administrator training.
c) Optimization: Once the account is configured, we will arrange a small end-user testing
group to begin to use the application out-in-the-field. This is an iterative process in which we
listen to feedback and make adjustments to the product on the fly.
d) Training: Once we have sign-off the product is ready for go-live we will build the necessary
training plan together, which may include train-the-trainer sessions, end user training, training
videos/content or even onsite sessions. The training section below provides more detail on
included training.
e) Roll Out: After training is complete, we are ready to roll-out the platform. We will work closely
with you to ensure First Due is rolled out effectively across your agency.
f) Support: Once we achieve sign-off that the system is live and stable, we will transition to
support (as described in the support section below). However, you will continue to have a
dedicated Client Success Manager moving forward.
2. Training:
Training is an integral part of any successful implementation. First Due is focused on providing your
agency adequate training to ensure effective user adoption of the platform. As part of this
Statement of Work, the customer will receive the purchased training as outlined in Exhibit A - Quote
throughout the implementation process as outlined:
1. Webinar Administrator training during configuration sessions
2. Webinar formal Train-the-Trainer and/or End User Session(s) during the training phase
3. Access to online training videos, documents, content, and interactive knowledgebase
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3. Integrations:
Any scoped integrations included in this document will be described below. Any additional
integration scoped at a later date will be provided in a separate SoW at that time.
4. Data Migration:
First Due understands the importance of data migration to our customers and has extensive
experience working to migrate historical records into the platform. First Due will use best efforts to
migrate applicable data from Customer’s existing systems utilizing data migration best practices. This
includes:
1. Data Migration Planning Session
2. Assistance/Guidance in extracting data from existing system/s
3. Mapping extracted data to First Due import workbooks
4. Importing of Data into First Due
5. Support:
First Due provides Support as part of the base subscription. This includes:
1. Email, Phone, Ticketing System Support Channels and Live Chat
2. Dedicated Client Success Manager
3. Access to knowledge base including online training videos and FAQs
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Exhibit B - Addendum to Agreement
Insurance Requirements
Locality Media, Inc. (hereinafter VENDOR) shall procure and maintain throughout the duration of the Agreement (“Agreement”),
insurance against claims for injuries to persons or damages to property which may arise from or in connection with products, materials
or service supplied to the Gilroy Fire Department (CUSTOMER). VENDOR shall provide current evidence of the required insurance in
a form acceptable to the CUSTOMER and shall provide replacement evidence for any required insurance which expires prior to th e
completion, expiration or termination of this Agreement.
Nothing in this section shall be construed as limiting in any way, the Indemnification and Hold Harmless clauses contained wi thin the
Sections 3 and 16 of the Agreement or the extent to which VENDOR may be held responsible for payments of damages to person s or
property.
I. Minimum Scope and Limits of Insurance
A. Commercial General Liability Insurance. VENDOR shall maintain commercial general liability insurance coverage in a form
at least as broad as ISO Form #CG 00 01, with a limit of not less than $2,000,000 each occurrence. If such insurance
contains a general aggregate limit, it shall apply separately to the Agreement or shall be twice the required occurrence limit.
B. Business Automobile Liability Insurance. VENDOR shall maintain business automobile liability insurance coverage in a form
at least as broad as ISO Form # CA 00 01, with a limit of not less than $1,000,000 each accident. Such insurance shall
include coverage for hired and non-owned automobiles.
C. Workers’ Compensation and Employers’ Liability Insurance. VENDOR shall maintain workers’ compensation insurance as
required by the State of California and employers’ liability insurance with limits of not less than $1,000,000 each accident.
D. Technology Professional Liability Insurance Errors & Omissions. VENDOR shall maintain this coverage appropriate to the
VENDOR’S profession and work hereunder, with limits of not less than $2,000,000 per occurrence. Coverage shall be
sufficiently broad to respond to the duties and obligations as is undertaken by the VENDOR in this agreement and shall
include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber
extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information ,
release of private information, and alteration of electronic information. The policy shall provide coverage for breach response
costs, regulatory fines and penalties as well as credit monitoring expenses. The policy shall include or be endorsed to
include property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or
information “property” of the CUSTOMER in the care, custody, or control of the VENDOR.
E. Cyber Liability Insurance. VENDOR shall maintain cyber liability insurance with a limit of not less than $2,000,000 per
occurrence or claim and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations
as is undertaken by VENDOR in this agreement and shall include but not be limited to claims involving security breach,
system failure, data recovery, business interruption, cyber extorsion, social engineering, infringement of intellectual prope rty,
including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft,
damage to or destruction of electronic information, release of private information and alteration of electronic information. The
policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring
expenses.
II. Other Insurance Provisions
The required insurance policies shall contain or be endorsed to contain the following provisions:
A. Commercial General Liability, Business Automobile Liability.
The CUSTOMER, its elected or appointed officials, officers, employees, and volunteers are to be covered as additional
insureds with respect to liability arising out of products, materials or service of the VENDOR. Such coverage as an additiona l
insured shall not be limited to the period of time during which the VENDOR is conducting ongoing operations for the
CUSTOMER but rather, shall continue after the completion of such operations. The coverage shall contain no special
limitations on the scope of its protection afforded to the CUSTOMER, its officers, employees, and volunteers.
B. Commercial General Liability, Business Automobile Liability.
This insurance shall be primary insurance as respects the CUSTOMER, its officers, employees and volunteers and shall
apply separately to each insured against whom a suit is brought, or a claim is made. Any insurance or self -insurance
maintained by the CUSTOMER, its officers, employees and volunteers shall be excess of this insurance and shall not
contribute with it.
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C. All Coverages.
Self-insured retentions must be declared to and approved by the CUSTOMER. The CUSTOMER may require the VENDOR
to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the
retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by
either the named insured or CUSTOMER.
VENDOR hereby grants to CUSTOMER a waiver of any right to subrogation which any insurer of said VENDOR may
acquire against the CUSTOMER by virtue of the payment of any loss under such insurance. VENDOR agrees to obtain any
endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the
CUSTOMER has received a waiver of subrogation endorsement from the insurer.
Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the CUSTOMER.
If VENDOR maintains broader coverage and/or higher limits of insurance than the minimum limits shown above,
CUSTOMER requires and shall be entitled to the broader coverage and/or higher limits of insurance.
If any of the required policies provide coverage on a claims -made basis the Retroactive Date must be shown and must be
before the date of the contract or the beginning of contract work. The insurance must be maintained, and evidence of
insurance must be provided for at least five (5) years after completion of the contract work. If coverage is canceled or non -
renewed, and not replaced with another claims-made policy form with a Retro Active date prior to the contract effective date,
the VENDOR must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract
work.
III. Acceptability of Insurers
All required insurance shall be placed with insurers acceptable to the CUSTOMER with current BEST’S ratings of no less than A ,
Class VII. Workers’ compensation insurance may be placed with the California State Compensation Insurance Fund. All insurers shall
be licensed by or hold admitted status in the State of California. At the sole discretion of the CUSTOMER, insurance provided by non-
admitted or surplus carriers with a minimum BEST’S rating of no less than A-, Class X may be accepted if VENDOR evidences the
requisite need to the sole satisfaction of the CUSTOMER.
IV. Verification of Coverage
VENDOR shall furnish the CUSTOMER with certificates of insurance which bear original signatures of authorized agents, and whi ch
reflect insurers names and addresses, policy numbers, coverage, limits, deductibles and self -insured retentions. Additionally,
VENDOR shall furnish certified copies of all policy endorsements required herein. All certificates and endorsements must be re ceived
and approved by CUSTOMER before work commences or products and materials are delivered. The CUSTOMER reserves the right
to require at any time complete, certified copies of any or all required insurance policies and endorsements.
LOCALITY MEDIA, INC. City of Gilroy
By: By:
Name: Andreas Huber Name: Jimmy Forbis
Title: CEO Title: City Administrator
Date: Date:
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