First Due Agreement for Services, Jan 2025 Page 1 of 12 Agreement for Services
This Agreement for Services ( this “ Agreement”) dated as of September 30th, 2025 ( the " Effective Date") is made by and between First Due Holdings, Inc., a Delaware corporation, through its wholly- owned subsidiary Locality Media, LLC dba First Due (" Locality Media" or “ First Due”) and the City of Chula Vista located at 276 4th Ave., Chula Vista, CA 91910 ( 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 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 roadw ays 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. Customer shall own all Customer data and upon termination or written request, Locality Media shall provide Customer data to Customer.
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 party' s use of any information obtained through the Service.
ACN 2025- 343
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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 Wi- Fi 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 21 months( the " Initial Term") commencing on the Effective Date. After the Initial Term, this Agreement will automatically renew for no more than ten ( 10) successive terms of 12 months each ( a " Renewal Term") to expire 6/ 30/ 2037, 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 shall have the right to terminate this Agreement at any time and for any reason and without cause upon giving at least sixty ( 60) days advance written notice to the other party. 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.
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 written 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).
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 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.
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 Docusign Envelope ID: 8A8A6EFE- 316A- 4A39- 94B4- 331A27CC13D8 First Due Agreement for Services, Jan 2025 Page 3 of 12 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 injunctiv e 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
2 hours from receipt of
initial notice from the
Customer, or discovery,
of the error
48 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 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
13. Intentionally Omitted.
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.
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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 within 30 days 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 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 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 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.
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, with prior written consent of the Customer. 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.
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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 accounting@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 accounting@firstdue. com.
FIRST DUE HOLDINGS, INC.,
THROUGH ITS WHOLLY- OWNED
SUBSIDIARY LOCALITY MEDIA, LLC DBA
FIRST DUE
CITY OF CHULA VISTA
By: By:
Signature) ( Signature)
Name: Name: John McCann
Title: Title: Mayor
Date: Date:
APPROVED AS TO FORM
BY: _______________________________
MARCO VERDUGO
CITY ATTORNEY
Attest
Kerry K. Bigelow, MMC, City Clerk
Toby Ritt
Docusign Envelope ID: 8A8A6EFE- 316A- 4A39- 94B4- 331A27CC13D8 VP Sales
10/ 1/ 2025
First Due Agreement for Services, Jan 2025 Page 6 of 12 Exhibit A
Quote
Customer Name: City of Chula Vista
276 4th Ave.
Chula Vista, CA 91910
Quote Number: 1545132000329759024
Billing Address: Prepared By: Jesse Rubio
Valid Until: October 31, 2025
Subscription Start: September 30, 2025
Initial Term: 21 months
Annual Subscription: $ 24, 000. 00
Product Details Total
Scheduling
Manage staff schedules with an interactive shift board, configurable call shifts module, messaging, time- off and shift trades.
Personnel Management
Store, Manage and Access Employee Records including demographic data, certifications and employment information.
Multiple End Points
Access to First Due API including all endpoints.
Essentials Online Training Package
Up to 4 Hours Online Training with certified First Due Instructor 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 $ 5, 600. 00
9- month Subscription Fees Subtotal $ 18, 000. 00
Total Year 1 ( 09/ 30/ 2025- 06/ 30/ 2026) $ 23, 600. 00 Total Year 2 ( 07/ 01/ 2026- 06/ 30/ 2027) $ 25, 200. 00 Grand 21- month Total $ 48, 800. 00
Excluding Tax
Statement of Work
Please see attached Statement of Work detailing the Implementation, Training, Data Migration, Integrations, Customer Success Manager, Customer Support, and Assumptions for this Exhibit A – Quote.
Terms and Conditions
The above- listed Total Year 1 ( 09/ 30/ 2025- 06/ 30/ 2026) will be invoiced on or around the Subscription Start date. The above listed Total Year 2 ( 07/ 01/ 2026- 06/ 30/ 2027) will be invoiced on or around July 1, 2026. For subsequent annual periods, the Service fees are due and payable annually in advance on July 1st.
Payment Terms: Net 30 days
For electronic ACH payment: Wells Fargo Bank | ACH Routing Number: 121000248 | Account #: 4192384907 Docusign Envelope ID: 8A8A6EFE- 316A- 4A39- 94B4- 331A27CC13D8 First Due Agreement for Services, Jan 2025 Page 7 of 12 Statement of Work
For
City of Chula Vista
Quote Number: 1545132000329759024
1. Introduction
1. 1 Purpose
The purpose of this Statement of Work (“ SOW”) is to clearly define the Implementation, Training, Data Migration, Integrations, Customer Success Manager, Customer Support, and Assumptions for Customer from First Due for the purchased product( s) set forth in this Exhibit A (“ Purchased Products”).
1. 2 Scope:
This SOW includes the configuration, optimization, and deployment of the Purchased Products with the goal of meeting the organizational needs of the Customer.
2. Implementation
2. 1 Overview
First Due utilizes a combination waterfall and iterative approach to implementation. This includes Discovery, Configuration, Optimization, Data Migration, Training, and Go- Live.
2. 2 Implementation Resources
Implementation Manager: Project lead and go- to person, acting as the primary liaison between the Customer and the First Due project team. The Implementation Manager will develop and execute the project plan, manage communication, and ensure adherence to predefined timelines and quality standards. This individual is also responsible for helping to configure the core system and some of the more straightforward modules.
Implementation Product Specialist( s): While the Implementation Manager will lead the overall project, Product Specialists will be brought in to help configure and optimize specialty modules such as Fire Prevention, ePCR, Assets & Inventory, Training, Scheduling, and Reporting. They are produc t experts in First Due and are versed in industry best practices for their specific product specialties. Depending on the modules purchased and complexity, your project may be assigned 1- 3 Product Specialists.
Technical Implementation Specialist: Responsible for managing data migration from your current vendor to First Due and the integration between First Due and CAD. The Technical Implementation Specialist team comes from a diverse background, ranging from database management to public safety software integration.
Docusign Envelope ID: 8A8A6EFE- 316A- 4A39- 94B4- 331A27CC13D8 First Due Agreement for Services, Jan 2025 Page 8 of 12 Customer Success Manager: As the point person after project completion, the Customer Success Manager ( CSM) will be part of the implementation as an advocate and to ensure a seamless transition to support post go- live. During the Implementation they will regularly check- in to ensure progress is being made and help with the addition of new modules or scope from a commercial perspective. Post go- live, they will provide regular check- ins to ensure the Customer is adopting the Purchased Products and deriving value from them.
Training Manager: Responsible for developing and executing the training plan, with the goal of effective adoption of the Purchased Products by Customer. The Training Manager will be involved throughout the project to ensure they have the Customer specific knowledge to design the most effective training plan possible.
2. 3 Implementation Phases
2. 3. 1 Discovery & Planning: Once the Project has been assigned, Customer will receive a set of tailored discovery questionnaires. Once filled out, the Implementation Manager will schedule a Project Kick - Off.
During this meeting the Customer will receive access to the First Due platfo rm, meet the project team and receive an initial product tour. The Implementation Manager will also provide an overview of the project plan, decide the meeting cadence, and formalize the next steps. CAD Integration and Data Migration planning meetings are also held during this phase, if required. These meetings will be led by the Technical Implementation Specialist.
Key Meeting( s): Project Kick- Off, CAD Kick- Off, Data Migration Planning Milestone( s): Project Kick- Off, System Access
Customer Task( s): Fill Discovery Questionnaires
Deliverable( s): Welcome email, Initial Account Set- Up, System Logins Provided
2. 3. 2 Configuration: After planning is complete, the Implementation Manager will begin scheduling the Configuration sessions. Before each configuration session there will be some light prep work for the Customer to complete. Generally, there will generally be one ( 1) configuration session per module, but in cases where there is more complexity, there may be multiple. These sessions will be either be run by the Implementation Manager or the Implementation Product Specialist, depending on the module.
Key Meeting( s): Module Configuration Sessions ( 1- 2 per module) Milestone( s): N/ A
Customer Task( s): Configuration Prep Work ( per module) Deliverable( s): Initial Module Configuration
Scope: All Purchase Products
2. 3. 3 Optimization: After the configuration is complete, the Customer will be provided with test work ( module User Acceptance Testing ( UAT)) to complete. Following the completion of the UAT work, Optimization Sessions will be held to review Customer feedback, correct any issues, and finalize the configuration of the module. There will generally be one ( 1) Optimization session per module, but in cases where there is more complexity, there may be multiple. Once a module is configured and optimized, the Customer will be provided a module sign- off document to review and sign. Note Configuration and Optimization sessions may run interchangeably to ensure the project stays on- track.
Key Meeting( s): Module Optimization Sessions ( 1- 2 per module) Milestone( s): Module Acceptance and Sign- Off ( 1 per module) Customer Task( s): Optimization Prep Work ( UAT per module) Deliverable( s): Module Optimization resulting in Customer Acceptance Scope: All Purchase Products
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2. 3. 4 Data Migration: Data Migration will occur through- out the project and can be summarized in three steps: ( 1) initial data migration at the beginning of the project required for configuration, ( 2) import of historical records, usually occurring throughout the project, and ( 3) final data migration immediately before go- live. First Due’ s Data Migration team will review your legacy data environment and provide guidance on the best path to extract, map, and import the data into First Due.
Key Meeting( s): Data Migration Planning
Milestone( s): Data Migration Sign- Off
Customer Task( s): Extract or provide access to legacy data based on guidance from First Due Data Migration team, Data Mapping Assistance, review and approve data load.
Deliverable( s): Data Migration Plan, Data Mapping Assistance, Data Import
2. 3. 5 Training: As the project is in the final stages, the Training Manager will work with the Customer to arrange a training plan that will result in the successful adoption of the Purchased Products. Note that while Webinar Administrator training will occur during configuration and optimization sessions, the Training Manager will arrange formal Webinar and/ or Onsite Train- the- Trainer and/ or End User Training Session( s). Additive to the provided training, Customer will also have access to live weekly training academy sessions as well as on demand online training videos and training guides via the First Due Knowledgebase.
Key Meeting( s): Training Planning, Training Sessions
Milestone( s): Training Completed
Customer Task( s): Coordinate staff to be trained
Deliverable( s): Training Plan and Training Session( s)
2. 3. 6 Go- Live: Once all modules have been signed off and training has been arranged or completed, First Due will work with the Customer to kick- off the Go- live process. This includes: ( 1) Final System Acceptance, ( 2) Go- live planning meeting, ( 3) Final Data Migration, ( 4) Go- live, and ( 5) Post go- live implementation support.
Key Meeting( s): Go- live planning, Post Go- live Check- Ins Milestone( s): System Acceptance, Go- live
Customer Task( s): Final Testing
Deliverable( s): Post Go- live Implementation Support ( 2- 4 weeks)
2. 3. 7 Transition to Customer Success: Following the completion of the post go- live support period and assuming all critical implementation tasks are complete, Customer will be transitioned to their Customer Success Manager ( CSM) and to the First Due Support team.
Key Meeting( s): Customer Success Transition Meeting
Milestone( s): Transition to Customer Success and Support Customer Task( s): N/ A
Deliverable( s): N/ A
3. 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 shall receive:
Formal training as outlined in Exhibit A - Quote
Administrator Training as part of the Configuration / Optimization Access to live First Due Academy Webinars
Access to online recorded training videos and guides via an interactive knowledgebase Any additional scope or detail related to Training will be listed below.
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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
The Data Migration scope of this Statement of Work will be to import legacy data from Customer existing systems in order for the Purchased Products to be operational. This includes operational data and historic records. Note that there are times when certain data is not seen as valuable to migrate to First Due. First Due and Customer will agree during the planning phase on what data needs to be migrated and priorities around data migration.
5. Integrations
As part of this Statement of Work, First Due will Implement all integrations and relevant scope outlined in Exhibit A – Quote. Integrations will be implemented during the configuration and optimization phases outlined above. In most cases, these integrations will be aligned with the module they are related. The only exception to this is the CAD Integration which, if part of scope, will have its own dedicated session at the beginning of an implementation. Customer or complex integrations may follow this same exception and have their own sessions to implement.
First Due will support these integrations post go- live. Note First Due is not responsible for outages, issues, and failures of 3rd Party Vendors. First Due will, however, always endeavor to work with Customer to resolve issues, regardless of responsibility.
Any additional scope or detail related to Integrations will be listed below.
6. Customer Success Manager
First Due understands the value of ongoing Customer Success activities post go - live. As part of this Statement of Work, Customer will receive a Customer Success Manager who will be the point person for Customer post go- live. Customer will receive regular check- ins to ensure the adoption of the Purchased Products. As part of the regular check- ins, the Customer Success Manager can help Customer with any major enhancements or issues, new feature updates, interest in other modules and additional training needs.
7. Customer Support
A customer’ s success is important to First Due and we understand having a reliable, knowledgeable Customer Support ( or Support) team there to help is vital. Customer Support provides a central point of contact to ensure that all customer support requests are responded to and resolved. Below is a summary of the support components.
7. 1 Contacting Customer Support
Customer Support is a service provided to our customers when they have questions, requests, or issues with the Services. When Customer submits a support request, a Support Ticket ( or Ticket) is created within First Due’ s Support CRM and a unique ID ( or ticket number) is assigned to track and document Customer’ s support request.
We offer a variety of channels to communicate with our Support team:
Online: https:// support. firstduesizeup. com/ portal/ en/ kb/ first- due- community- connect- support Email: support@firstdue. com
Phone: ( 516) 874- 5818
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7. 2 Self- Service Resources
First Due strives to provide useful, empowering self- service resources that are available 24/ 7 on our online Support Center. Our Knowledgebase contains step- by- step/ how- to articles, FAQs, videos, best practices, etc.
7. 3 Hours of Operation
Customer Support hours of operation ( Business Hours) are:
Monday to Friday, 9: 00am – 6: 00pm ET**
24x7 Support available for Sev 1 ( Down/ Urgent) issues.
8. Assumptions
8. 1 Customer Participation
Every successful implementation requires adequate participation from the Customer. Although First Due is ultimately responsible for deliverables in the SoW, Customer agrees to attend the necessary calls and complete required preparatory work in order to help drive the project forward. At a minimum, Customer resources will be required for one ( 1) hour per week for meetings, and half an hour to one ( 0. 5 - 1) hour of prep work per week by one or multiple individuals. Customer understands the importance of ensuring the correct Customer resources are available when required.
8. 2 Statement of Work Expiration
Excluding significant delays caused by the First Due team, this Statement of Work will expire within twelve ( 12) months of the Subscription Start Date as detailed in Exhibit A – Quote. In situations where the project is delayed for no fault of either party, First Due agrees to extend the term, only if there is an agreed plan to complete the project within the extension period. Note the term expiration does not apply to section 6 & 7 above and will not impact First Due’ s ability to support the Customer post go- live.
8. 3 Best Practice and Standard Workflow
First Due intends to meet the organizational needs of the Customer and their respective software requirements by configuring the Purchased Products to closely align with existing workflows. Although First Due is incredibly flexible, there may be times when First Due recommends using standard functionality or best practice to ensure a timely implementation, and simplification of current process. These workflows may differ from Customer existing workflows. Customer understands the importance of collaboration to achieve the ultimate goal of successfully adopting the Purchased Products and is aware there may be changes to existing workflow to accomplish this.
8. 4 Go- live Requirements & Gaps
Over the course of the Implementation, both parties may uncover functionality gaps in the Purchased Products. Some of these gaps may have a material impact on the ability to implement or adopt the product.
Gaps of this nature, deemed Go- Live Requirements, will be prioritized to ensure a timely go- live and project completion. However, in the case that certain features are not complete before go- live, they will be added to module and system signoffs as exceptions and will be completed within an agreed upon timeframe.
Docusign Envelope ID: 8A8A6EFE- 316A- 4A39- 94B4- 331A27CC13D8 irst Due Agreement for Services, Jan 2025 Page 12 of 12 Docusign Envelope ID: 8A8A6EFE- 316A- 4A39- 94B4- 331A27CC13D8