CONTRACT 6693 Service AgreementZoho Sign Document ID: 2AB7F2F4-BZVTMSOEBYOHUODF3ZNC16C7VQGB475A2XY25THAW8W Agreement No. 6693
SERVICES AGREEMENT
BETWEEN THE CITY OF EL SEGUNDO
* ` AND
LOCALITY MEDIA, INC. DBA FIRST DUE
THIS AGREEMENT is entered into this 15th day of June, 2023, by and between CITY OF
EL SEGUNDO, a municipal corporation ("CITY") and LOCALITY MEDIA, INC. DBA FIRST
DUE, a New York Corporation ("CONSULTANT").
CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the scope of services
attached as Exhibit "A," and incorporated by reference ("SERVICES"). The
SERVICES include installing and maintaining a software program for various
tasks associated with FIRST DUE ("SOFTWARE").
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY will pay CONSULTANT the compensation set
forth in Exhibit A, but in no event more than $18,050.00.
D. CITY will not be liable for any costs or expenses exceeding the sum paid to
CONSULTANT pursuant to Section 1(C) unless otherwise agreed to by the
Parties and by written amendment to this Agreement.
2. TERM. The term of this Agreement will be from June 15, 2023 through June 14, 2024.
This Agreement will automatically renew, on an annual basis, on its anniversary date unless
otherwise terminated. Unless otherwise determined by written amendment between the parties,
this Agreement will terminate in the following instances:
A. Completion of the work specified in Exhibit "A";
B. Termination as stated in Section 7,
3. "SELF-HELP" AND "MALICIOUS" CODES PROHIBITED.
A. CONSULTANT understands and agrees that CONSULTANT's use of any "self-
help" or "malicious" codes, as defined by this Section, is prohibited and
constitutes an "unfair business practice" as defined by California law.
Notwithstanding any other provision of this Agreement that limits
CONSULTANT's liability, CONSULTANT will be fully liable for all penalties
and damages arising from use of a self-help or malicious code.
B. "Self-help code" means any back -door, time -bomb, drop -dead, time-out, lock -up,
slow -down, data freezing, logic bombs, or other software routine, code, devices,
Zoho Sign Document ID: 2AB7F2F4-BZVTMSOEBYOHUODF3ZNC16C7VQGB475A2XY25THAWBW Agreement No. 6693
techniques intended to disable, slow, prevent operation of, or otherwise interfere
with or change any operation of any computer system, software or other property
automatically with the passage of time or under the prior instruction, triggering
event or control of someone other than Client.
C. "Malicious Code" means any virus, "spyware," "Trojan horse," "worm," "Easter
egg," "cancelbot," "trapdoor," or other unapproved or malicious software routine,
code, command, device, technique, or instruction or other contaminant intended to
Permit unauthorized access to, detection of, modification of, or monitoring
of any code, system, or data;
ii. Alter, supplement, disable, erase, limit, threaten, infect, assault, vandalize,
defraud, disrupt, damage, disable, shut down or delete, threaten, slow or
otherwise inhibit the functioning of, or otherwise harm any of the code,
documentation or data or any computer system, software or other
property;
iii. Render any data irretrievable, modified, or disrupted so as to be unreliable
in any regard;
iv. Perform any other unauthorized action, or prevent, limit, condition or
inhibit performance of authorized actions or any function including,
without limitation, to its security or end user data.
4. LAWS AND REGULATIONS. CONSULTANT will be responsible for complying
with any and all applicable Federal, State, County, and Municipal laws and regulations and the
conditions of any required licenses and permits before entering into this Agreement. Such
compliance will be at CONSULTANT's sole cost and without any increase in price or time on
account of such compliance, regardless of whether compliance would require additional labor,
equipment, and/or materials not expressly provided for in the Agreement or CONSULTANT's
proposal.
INDEMNIFICATION.
A. CONSULTANT agrees to the following:
i. Indemnification for Professional Services. CONSULTANT will save
harmless and indemnify and at CITY's request reimburse defense
costs for CITY and all its officers, volunteers, employees and
representatives from and against any and all suits, actions, or claims,
of any character whatever, brought for, or on account of, any injuries
or damages sustained by any person or property resulting or arising
from any gross negligent or wrongful act, willful misconduct, error or
omissions by CONSULTANT or any of CONSULTANT's officers,
agents, employees, or representatives, in the performance of this
Zoho Sign Document ID:2AB7F2F4-BZVTMSOEBYOHUODF3ZNC16C7VQGB475A2XY25THAW8W Agreement No. 6693
Agreement, except for such loss or damage arising from CITY's sole
negligence or willful misconduct.
i.. Indemnification for other Damages. CONSULTANT indemnifies and
holds CITY harmless from and against any claim, action, damages,
costs (including, without limitation, attorney's fees), injuries, or
liability, arising out of this Agreement, or its performance, except for
such loss or damage arising from CITY's sole negligence or willful
misconduct. Should CITY be named in any suit, or should any claim
be brought against it by suit or otherwise, whether the same be
groundless or not, arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify CITY for any
judgment rendered against it or any sums paid out in settlement or
otherwise.
iii. Ltellectual Property Infringement. Notwithstanding any provision to
the contrary, CONSULTANT will, at its own expense, indemnify and
defend CITY against any claim that CONSULTANT's services or
work product furnished under this Agreement infringes a patent or
copyright in the United States or Puerto Rico. In such event,
CONSULTANT will pay all costs damages and attorney's fees that a
court finally awards as a result of such claim. To qualify for such
defense and payment, CITY must (a) give CONSULTANT prompt
written notice of any such claim; and (b) allow CONSULTANT to
control, and fully cooperate with CONSULTANT in the defense and
all related settlement negotiations. CITY agrees that if the use of
CONSULTANT's services or work product becomes, or
CONSULTANT believes is likely to become, the subject of such an
intellectual property claim, CITY will permit CONSULTANT, at its
option and expense, either to secure the right for CITY to continue
using CONSULTANT's services and work product or to replace it
with comparable services and work product.
B, For purposes of this section "CITY" includes CITY's elected and appointed
officials, officers, employees, and volunteers.
C. It is expressly understood and agreed that the foregoing provisions will survive
termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 6, and any approval of said
insurance by CITY, are not intended to and will not in any manner limit or qualify
the liabilities and obligations otherwise assumed by CONSULTANT pursuant to
this Agreement, including, without limitation, to the provisions concerning
indemnification.
Zoho Sign Document ID: 2AB7F2F4-BZVTMSOEBYOHUODF3ZNC16C7VQG8475A2XY25THAW8W Agreement No. 6693
6. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, Consultant will procure and maintain the following types
of insurance with coverage limits complying, at a minimum, with the limits set
forth below:
T De )fItlsurance
Commercial general liability:
Professional Liability
Workers compensation
Limits(combined sin le
$1,000,000
$1,000,000
Statutory requirement.
B. Commercial general liability insurance will meet or exceed the requirements of
the most current ISO-CGL Form. The amount of insurance set forth above will
be a combined single limit per occurrence for bodily injury, personal injury, and
property damage for the policy coverage. Liability policies will be endorsed to
name City, its officials, and employees as "additional insureds" under said
insurance coverage and to state that such insurance will be deemed "primary"
such that any other insurance that may be carried by City will be excess thereto.
Such insurance will be on an "occurrence," not a "claims made," basis and will
not be cancelable or subject to reduction except upon thirty (30) days prior written
notice to City.
C. Professional liability coverage will be on an "occurrence basis" if such coverage
is available, or on a "claims made" basis if not available. When coverage is
provided on a "claims made basis," Consultant will continue to maintain the
insurance in effect for a period of three (3) years after this Agreement expires or
is terminated ("extended insurance"). Such extended insurance will have the same
coverage and limits as the policy that was in effect during the term of this
Agreement, and will cover Consultant for all claims made by City arising out of
any errors or omissions of Consultant, or its officers, employees or agents during
the time this Agreement was in effect.
D. Consultant will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
endorsements as required herein, and such other evidence of insurance or copies
of policies as may be reasonably required by City from time to time. Insurance
must be placed with insurers with a current A.M. Best Company Rating
equivalent to at least a Rating of "A:VII."
E. Should Consultant, for any reason, fail to obtain and maintain the insurance
required by this Agreement, City may obtain such coverage at Consultant's
expense and deduct the cost of such insurance from payments due to Consultant
under this Agreement or terminate.
Zoho Sign Document ID: 2A87F2F46ZVTMSOEBYOHUODF3ZNCI6C7VQG6475A2XY25THAW8W
Agreement No. 6693
TERMINATION OF AGREEMENT
A. During the term of this Agreement, CITY may, in its sole discretion, terminate
this Agreement with or without cause by giving sixty (60) days written notice to
CONSULTANT. Ten-nination will become effective immediately upon the
giving of notice as provided in this section of the Agreement. The City Manager
may exercise such right of termination on behalf of CITY.
B. Except as otherwise provided, upon termination of this Agreement, CITY will be
liable to CONSULTANT only for all work done by CONSULTANT up to and
including the date of termination of this Agreement unless the termination is for
cause, in which event CONSULTANT need be compensated only to the extent
required by law.
8. NOTICES
A. CONSULTANT will notify CITY of changes in address. All notices given or
required to be given pursuant to this Agreement will be in writing and may be
given by personal delivery or by mail. Notice sent by mail will be addressed as
follows:
To CITY: Jose Calderon
350 Main Street
El Segundo, CA 90245
310-524-2392
To CONSULTANT: Andreas Huber
107 Seventh Street
Garden City, NY 11530
516-874-2258
and, when addressed in accordance with this paragraph, will be deemed given
upon deposit in the United States mail, postage prepaid. In all other instances,
notices will be deemed given at the time of actual delivery. Changes may be
made in the names or addresses of persons to whom notices are to be given by
giving notice in the manner prescribed in this paragraph.
9. AUDIT AND ACCESS TO RECORDS. CONSULTANT, including
CONSULTANT's subcontractors, will maintain records and other evidence of all expenses
incurred in the performance of this Agreement for a period of three (3) years after completion.
CITY or any of its duly authorized representatives will, for the purpose of audit and examination,
have access to and be permitted to inspect such records and other evidence of expenses and costs
charged to CITY and/or incurred for work related to SERVICES. For purposes of audit, the date
of completion of the Agreement will be the date of CITY'S payment for CONSULTANT's final
billing (so noted on invoice) under this Agreement.
Zoho Sign Document ID: 2AB7F2F4-BZVTMSOEBYOHUODF3ZNC16C7VQGB475A2XY25THAW8W Agreement No. 6693
10, NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT
for current services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient
funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement
will cover only those costs incurred up to the conclusion of the current fiscal year.
11. INDEPENDENT CONTRACTOR. CONSULTANT, CONSULTANT's
subconsultants, employees, agents, and representatives, will act as independent contractors while
performing the SERVICES and will have control of CONSULTANT's work and the manner in
which it is performed, except as is otherwise provided herein. CONSULTANT will be free to
contract for other services performed during the term of this Agreement. CONSULTANT is not
an agent or employee of CITY and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits CITY provides for its employees.
12. ASSIGNMENT. An essential element of this Agreement is the skill and creativity of
CONSULTANT. CONSULTANT may not, therefore, assign the creative portions of the work to
a third party for the production of the work without CITY's prior written consent. Failure to
conform to this provision may result in termination of the Agreement.
13. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibits; this Agreement
supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved
in the order in which the Exhibits appear below:
A. Exhibit A;
14. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the Parties'
entire understanding. There are no other understandings, terms or other agreements expressed or
implied, oral or written. There are three (3) attachments to this Agreement. Except as otherwise
provided, this Agreement will bind and inure to the benefit of the Parties to this Agreement and
any subsequent successors and assigns.
15. MODIFICATION. No alteration, change or modification of the terms of the Agreement
will be valid unless made in writing and signed by both Parties hereto and approved by
appropriate action of CITY. The city manager may exercise this authority on behalf of CITY.
16. FACSIMILE SIGNATURES FOR SUBSEQUENT AGREEMENTS. The Parties
agree that agreements ancillary to this Agreement, and related documents to be entered into in
connection with this Agreement will be considered signed when the signature of a party is
delivered by facsimile transmission. Such facsimile signature will be treated in all respects as
having the same effect as an original signature.
17. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY
with CONSULTANT's Taxpayer Identification Number.
Zoho Sign Document ID: 2AB7F2F4-BZVTMSOEBYOHUODF3ZNC16C7VQGB475A2XY25THAW8W Agreement No. 6693
18. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that CONSULTANT has demonstrated trustworthiness and possesses the quality,
fitness, and capacity to perform the Agreement in a manner satisfactory to CITY.
CONSULTANT represents that CONSULTANT's financial resources, surety and insurance
experience, service experience, completion ability, personnel, current workload, experience in
dealing with private parties, and experience in dealing with public agencies all suggest that
CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity
to deal fairly and effectively with and to satisfy a public agency.
19. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition
contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the
same or any other term, covenant, or condition contained in this Agreement whether of the same
or different character. The payment or acceptance of fees for any period after a default will not
be deemed a waiver of any right or acceptance of defective performance.
20. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
21. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
22. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire,
flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority,
the natural elements, or other similar causes beyond the Parties' reasonable control, then the
Agreement will immediately terminate upon written notice to the other party without obligation
of either party to the other.
23. INTERPRETATION; VENUE. This Agreement and its performance will be governed,
interpreted, construed and regulated by the laws of the State of California. Exclusive venue for
any action involving this Agreement will be in Los Angeles County.
[SIGNATURES ON NEXT PAGE]
Zoho Sign Document ID:2AB7F2F4-BZVTMSOEBYOHUODF3ZNC16C7VQGB475A2XY25THAWBW Agreement No. 6693
IN WITNESS WHEREOF the parties hereto have executed this contract the day and year
first hereinabove written.
CITY OF EL SEGUNDO,
LOCALITY MEDIA, INC. dba FIRST DUE
a general law city ,,.--"
a New York Corporation
-
�lderon, ITSD Di &tor—....
__.._._._
Name Andreas Huber
ATTEST:
CEO & President
Title
Tracy Weaver,
Name Rami El-choufani
City Clerk
Corporation's Secretary
APPROVED AS TO FORM:
Title -
Mark D. Hensley, City Attorney
Joaquinlyzquez, Assistant City Attorney
Hank Lu, R, k Manager
Taxpayer ID: 81-13 88062
Zoho Sign Document ID: 2AB7F2F4-1FGR5E109VLTXSNIP3JL8BSNCP-QY7V6JDRM6NHQZMK Agreement No. 6693
EXHIBIT A
This Agreement for Services (this "Agreement") dated as June 15, 2023 (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 City of El Segundo located at 350 Main St, El Segundo, CA 90245 (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 Customers direct or indirect possession or control both confidential 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 to 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 Locality Media's business, including but not limited to the Service.
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 Media 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 parry's use of any information obtained through the Service.
Locality Media, Inc. Agreement Feb 2023 Page 1 of 10
Zoho Sign Document ID: 2AB7F2F4-1FGR5E109VLTXSNIP3JL8BSNCP-QY7V6JDRM6NHQZMK Agreement No. 6693
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.
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.
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.
"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 that 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
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).
Locality Media, Inc. Agreement Feb 2023 Page 2 of 10
Zoho Sign Document ID: 2AB7F2F4-1FGR5E109VLTXSNIP3JL8BSNCP-QY7V6JDRM6NHQZMK Agreement No. 6693
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.
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
Locality Media, Inc. Agreement Feb 2023 Page 3 of 10
Zoho Sign Document ID: 2AB7F2F4-1FGR5E109VLTXSNIP3JLBBSNCP-QY7V6JDRM6NHQZMK Agreement No. 6693
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.
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 hereundershall
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.
Locality Media, Inc. Agreement Feb 2023 Page 4 of 10
Zoho Sign Document ID: 2AB7F2F4-1FGR5E109VLTXSNIP3JLBBSNCP-QY7V6JDRM6NHQZMK Agreement No. 6693
26. Agreement Billing Information
a. Accounts Payable Contact
Name:
Email:
Phone:
b. Tax Exempt (Yes/No)
If Yes, please email a copy of the Exempt Certificate to accountin firstdue com.
C. Purchase Order Required (Yes/No)
If Yes, return a copy of the Purchase Order with the signed agreement or email a copy to
accountjng,f'irstdue.com.
LOCALITY MEDIA, INC.
Name: Andreas Huber
Title: CEO
Date: Jun 22 2023 06:53 PDT
City of Ell Segundo
By:
.
Nam
Title: I' f e
Date: f 1?-1
Locality Media, Inc. Agreement Feb 2023 Page 5 of 10
Zoho Sign Document ID: 2A67F2F4-1FGR5E109VLTXSNIP3JL8BSNCP-QY7V6JDRM6NHQZMK
Agreement No. 6693
frb first due
Locality Media, Inc. dba First Due
107 Seventh St
Garden City, NY 11530, United States
Phone: +1 (516) 874-2258
Website: htf s: www.firstd'u .co
BILL TO:
Evan Siefke
City of El Segundo
350 Main St
El Segundo, CA 90245
Account: City of El Segundo
Subscription Start: June 15, 2023
Initial Term: 12 months
Annual Subscription: $16,050.00
Exhibit A - Quote
Prepared By: Nicholas Dunigan
Valid Until: July 31, 2023
Quote Number: 1545132000155405068
Product Details Total
Occupancy Management & Pre -Incident Planning
Manage Occupancies, Pre -Incident Mapping, GIS data, 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
Inspections
Field Inspections, Configurable Checklists, Violation Management, Virtual Inspections,
Inspections Scheduler, and Integrated Pre -Incident Planning.
Permitting
Permit Management, Customizable Permit Types, Plan Review and Permit Fees.
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.
Assets & Inventory
Assets, vehicles, equipment and inventory management, assets and equipment
checks, and work order management.
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
Locality Media, Inc. Agreement Feb 2023 Page 6 of 10
Zoho Sign Document ID: 2AB7F2F4-1FGR5E109VLTXSNIP3JL8BSNCP-QY7V6JDRM6NHQZMK
Agreement No. 6693
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 $ 2,000.00
Subscription Fees Subtotal $ 16,050.00
Grand Total $18,050.00
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 I ABA Routing: 021000021 1 Account #: 803527972
Locality Media, Inc. Agreement Feb 2023 Page 7 of 10
Zoho Sign Document ID: 2AB7F2F4-1FGR5E109VLTXSNIP3JLBBSNCP-QY7V6JDRM6NHQZMK
Agreement No. 6693
first due
Locality Media, Inc. dba First Due
107 Seventh St
Garden City, NY 11530, United States
Phone: +l (516) 874-2258
Website: htt s: www.firstdu oI-n
Statement of Work
For Quote Number: 1545132000155405068
Statement of Work I City of El Segundo
Introduction
The purpose of this Statement of Work (SoW) document is to clearly define the Implementation, Training
and Support.
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 8, 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) Optimizafion: 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, custom
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:
l . 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
Locality Media, Inc. Agreement Feb 2023 Page 8 of 10
Zoho Sign Document ID: 2AB7F2F4-1FGR5E109VLTXSNIP3JLBBSNCP-QY7V6JDRM6NHQZMK Agreement No. 6693
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:
Data Migration Planning Session
Assistance/Guidance in extracting data from existing system/s
Mapping extracted data to First Due import workbooks
Importing of Data into First Due
S. 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
Locality Media, Inc. Agreement Feb 2023 Page 9 of 10