• HONORABLE MAYOR AND MEMBERS OF THE CITY COUMCIL
SUBJECT: SERVICE AGREEMENT WITH LOCALITY MEDIA, INC. DBA FIRST DUE FOR
CLOUD BASED SOFTWARE PROGRAM
RECOMMENDATION
That the City Council:
1. Approve professional services agreement with Locality Media Inc., dba First Due,04T provide records management solutions for the Fire r-•.
3. Authorize the City Manager to execute any amendments to the agreement as deemed necessary for said professional services.
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The Downey Fire Department responds to roughly 10,000 emergencies every year. With every response there is data associated with each address that is responded to. First Due offers a cloud -based software solution that provides Pre -incident Planning and Fire Prevention modules that will help administrative staff manage data associated with each address and provide first services.
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The First Due platform also provides remote fire prevention .•.• such as scheduling inspections, documenting inspection results, follow up • properties that need to • revisited anl` contact information for responsible parties.
In addition, the First Due platform will provide an asset and inventory management module that will aid the Fire Department in work orders and repairs to apparatus and tools throughout the life of each piece •,.. equipment.
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BASED SOFTWARE PROGRAM
FEBRUARY 8, 2022
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Implementing the First Due, cloud -based software program will utilize existing computers and other devices to help the Fire Department operate safely and more efficiently when developing pre -incident plans, performing fire prevention inspections, responding to emergencies and maintaining apparatus and equipment.
Fiscal Responsibility
Efficiency & Adaptability
Quality of Life, Safety and Infrastructure
FISCAL IMPACT
Funding for the First Due, cloud -based software program would come from the general fund, account #10-4-2620-0700, utilizing a "piggy -back" agreement implemented by Consolidated Fire Agencies:
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ATTACHMENTS
Attachment A — First Due Service Agreement with Quote
Attachment B — First Due Statement of Work
Attachment C — First Due Proposal for Consolidated Fire Agencies (CONFIRE) Attachment D — Consolidated Fire Agencies request for proposals/competitive bids
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TfFdFa-Ta—n5-ffle LITY OT fowney, a municipal corporation and charter city, oy and on behalf of the Downey Fire Department located at 11111 Brookshire Avenue, Downey, CA 90241 (the "Customer").
1. Locality Media maintains a website through which Customer members may access Locality Media's First Due Size_UpTM Community ConnectTm, Mobile ResponderTm and/or other software -as -a -service platforms and solutions identified in Exhibit A (collectively, the "Service") in connection with the performance of 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.
Locality Media may provide the Customer with one or more user ID's, initial passwords, digital certificates and/or oth devices (collectively, "Credentials") and/or application programming interfaces ("APIs") to access the Service. T oob'I Custmer shall access the Service nly•y using such Credd ooo entials an•APIs. The Custmer authrizes Lcality Media act on any instructions Locality Media receives from users of the Service who present valid Credenti and such individuals shall be deemed authorized to act on behalf of the Customer, including, without limitation, change such Credentials. It is the
the Customer's direct or indirect possession or control both confidential and secure from unauthorized use. T Customer understands the utility of the First Due Size Up Service depends on the availability of data and informati relating to Locations and structures in the Customer's jurisdiction, including but not limited to building system a structural information, building inspection codes and incident report data (collectively, "Location Data"). Locality Med- also may process and furnish through the Service, in addition to Location Data, other data regarding residents a roadways within the Customer's jurisdiction ("Community Data"). Location Data and Community Data are referred collectively herein as "Data". Locality Media may acquire Data from third party public and/or private sources in Locali Media's discretion. In addition, the Customer will upload to the Service or otherwise provide to Locality Media in su is and using such methods as Locality Media reasonably may require from time to time, any and all Data from t Customer's records and systems which the parties mutually designate for inclusion in the Service database' T Customer agrees not to filter or alter such records except to conform such Data to the formats reasonably required Locality Media. Subject to any third -party license restrictions identified expressly in writing by the Customer, t Custoo Locali&A, Media oniv) cor renewal term oreffZ141" . - worldwide, royalty -free right and license to process, use and disclose the Data furnished to Locality Media by t Customer in connection with the development, operation and performance of Locality Media's business, including b 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 party's use of any information obtained through the Service,
Locality Media, Inc. Agreement Jan 2022 Page I of 8
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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 3.2 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, with Customers prior written consent. This Agreement shall be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns.
F2. 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. [Signature page follows]
Locality Media, Inc. Agreement Jan 2022 Page 4 of 8
Z-ursu olyl I ULK;ul I lul it ILJ. %,owpumVDAVIUC V4Mr—LJUUr- I I T T DNAUP-ACO LOCALITY NED 0, INC.
By:
Name: Andreas Huber
Title: CEO
Date: Jan 18 2022 11:39 PST
City of Downey by and on behalf of the
Downey Fire Department
By:
Name: Blanca Pacheco
Title: Mayor
Date:
ATTEST:
City Clerk
APPROVED As
City Attorney
Locality Media, Inc. Agreement Jan 2022 Page 5 of 8
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Locality Media, Inc. dba First Due
107 Seventh St, Garden City
New York, 11530, United States
Phone:+] (516) 874-2258
BILL TO:
Dan Rasmussen
City *rf k*yeney Fire kep,wrh-nant
I I 111 Brookside Ave
Downey, CA 90241
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Subscription Start: February 1, 2022
Initial Term: 12 months
Annual Subscription: $29,950.00
Exhibit A - Quotz
Prepared By: Nicholas Dunigan
Valid Until: Mar 31, 2022
Product Details Total
Occupancy Management L Pre -incident Planning
Manage Occupancies, Hydrants, 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.
Community Connect
Online portal for residents and businesses to input critical occupant and property data that can be made available to Emergency Response Agencies during an incident.
Inspections
Field Inspections, Configurable Checklists, Violation Management, Virtual Inspections, Inspections Scheduler, and Integrated Pre -Incident Planning.
Assets L Inventory
Assets, equipment and inventory management, assets and equipment checks, and work order management.
Automated Pre -Plans
Automated data import from assessor, online building department and GIS address points.
Implementation and Configuration Services I
C. 'Z5aa_4Z4
the Statement of Work. i
Sub Total $29,950.00
Tax $0.00
Adjustment $0.00
Grand Total $29,950.00
State'ment of Work
Please see attached Statement of Work detailing the Implementation, Training and Support for this Exhibit A - Quote.
Locality Media, Inc. Agreement Jon 2022 Page 6 of 8
Terms and Condfflons
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 Roufing: 021000021 1 Account #: 803527972 Locality Media, Inc. Agreement Jan 2022 Page 7 of 8
Statement of Work
Locality Media, Inc. dba First Due
107 Seventh St, Garden City
New York, 11530, United States
• +1 (516) 874-2258
-♦
Introduction
The purpose of this Statement of Work (SoW) document is to clearly define the Implementation, Training and Support.
1. Implementation:
First Due set-up is simple and requires very little customization. Most configuration and set-up is completed by the First Due team. Out -of -the -box Implementation is defined as the set-up of the included modules above. Our standard implementation includes:
1. Account Set -Up
3. Optimization
4. Full .• Out
2. Training:
As part of the implementation and for each purchased module, customer will receive training during the I . Webinar Training for staff as needed
2. Webinar Train -the -Trainer Session (s) as needed
3. Access to online training videos, documents, content and interactive knowledgebal 11 ISITe Trolning InTy vie AlprCtIlts le OT a raTe or�r-,6147-Ta-yper HrST •;o
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. Support:
First Due provides ••• • •• • the base subscription. This includes:
1. Email, •' Ticketing System Support • and Live Chat
2. Dedicated Client Success Manager
3. Access to knowledge base including online training videos and FAQs Locality Media, Inc. Agreement Jon 2022
oonuaignEnvelope ID: EnA59oA1-39o5-4o3F-e341-DmcEc89muFDI This Agreement for Services (this ^Agnement")dated asofJuly 1". 2021 (the "Effective Date")ismade byand between Locality Media, Inc dba First Due Size Up a Delaware corporation, having offices at 107 7th St, Garden City, NY, 1153Q("Luca|ityK4edio")and the Consolidated Fire Agencies, also known esCDNF|RE,located at 1743K8immWay, Rialto, CA 92376United States (the ^Custome,^).
1 Locality Media maintains awebsite through which Customer members may access Locality Media'sRrst Due Size -Up'" Communhy[unnect'° Mobile Responder = and/or other software`as-a-servioeplatforms and solutions identified in Exhibit A(coUecdve|y, 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.
Z. 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 ("AlPls") to access the Service. The Customer shall access the Service only byusing 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 roadways within the Customer's jurisdiction (^'CommunityData"). Location Data and Community Data are referred tocollectively 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 inthe Service database. The Customer agrees not to filter or alter such records except to conform such Data to the formats reasonably required byLocality 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-freerightand license to process, use and disclose the Data furnished to Locality Media by the Customer in connection with the development, operation and performance uf Locality K8edia'sbusiness, including but not limited tothe Service.
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 Dataaccessed 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 urwarranty regarding the accuracy u,reliability ufthe Data received byLocality 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'suse ofany information obtained through the Service.
4. The Customer shall obtain and maintain, atits own expense, computers, operatingsyxtems,|memetbnowsers,tab|ets'
ounvoignEnvelope ID: EuA59oxl-39o5-4o3F-e341+DocEc89oBFo1 (°Equiomemt")required for the Customer toaccess and use the Service (the Service being accessible tousers through standard Internet browsers subject to third party network availability and signal strength). Locality Media shall not be responsible for any problem, error urmalfunction relating tothe 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- partycommunicadonspmvider,oranyothertai|ureurpmb|emnotauributab|etuLoca|ityPNedia('7echnica|
5. This Agreement will beeffective for aninitial term of36 months (the "Initial Term")commencing onthe 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 clays'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. A renewal estimate will be provided to the Customer no less than 90 days before term expiration. 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 within5o days thereafter; (III) makes anassignment for the benefit ofcreditors; or(iv) materially breaches its obligations under this Agreement and fails tocure such breach within 3Odays after the non - breaching partypnovidesvv,itten notice thereof.
6 PIGGYBACK CLAUSE. For the term ofthe Agreement, Loca|h;K8adiaagreestocontractonthesametennsassetforth in this Agreement with eligible agencies, at those agencies option, for Services (a "Piggyback Contract"). Contractor shall require each of the eligible agencies to indemnify, defend with counsel appointed by Customer, and hold harmless Customer for any losses that directly or indirectly arise out of or relate to its Piggyback Contract, and by entering into a Piggyback Contract each of the eligible agencies agrees to indemnify, defend with counsel appointed by CUSTOMER, and hold harmless Customer for any losses that directly or indirectly arise out of or relate to its Piggyback Contract. Customer expressly disclaims any warranty, whether express or implied, with respect to any of the eligible agencies authority to enter into a Piggyback Contract, the validity of this paragraph or Agreement, or otherwise, and by entering into a Piggyback Contract each of the eligible agencies agrees that Customer extends no warranty, whether express or implied, with respect to any of the eligible agencies authority to enter into a Piggyback Contract, the validity ofthis paragraph orAgreement, orotherwise.
7. Upon termination, the Customer shall cease use of the Service and all Credentials then in the Customer's possession or control. This Section 7 and Sections 9 through 12 and 16 through 26 hereof shall survive any termination or expiration ofthis Agreement.
8. 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 inthe scope ofExhibit A(such asnew 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.
9. Locality Media owns and shall retain all right title, and interest inand tnthe 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, clecompile, disassemble, reverse engineer, publish, modify, or create derivative works from, the Service; provided, however, that nothing herein shall restrict the Customer's use ofthe Data that the Customer has provided.
10. "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 N
DocuSign Envelope ID: EOA59DA1-39D5-4D3F-9341-DOCEC89DBFD1 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 (e.g. Public Records Act), 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).
11. 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.
12. 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 10 or 11 by the other party, any of its employees, agents or consultants. If either Party files any action or brings any proceedings against the other arising out of this Agreement, the prevailing party shall be entitled to recover, in addition to its costs of suit and damages, reasonable attorneys' fees costs and expenses.
13. LOCALITY MEDIA REPRESENTS AND WARRANTS THAT IT SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE aUT INTRODUCING ERRORSOR OTHERWISE •• DATA r BY THE CUSTOMER. OTHER THAN THE FOREGOING,r DATA, • r D AND
AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, LOCALITY MEDIA MAKES NO WARRANTYr ERROR FREE OR AVAILABLE •;•
DOES LOCALITY MEDIA WARRANT THAT THE SERVICE WILL REMAIN COMPATIBLEOR OPERATE WITHOUT INTERRUPTION ON, ANY EQUIPMENT OF THE CUSTOMER OR CUSTOMER USERS.
14. EXCEPT AS SET FORTH ABOVE IN SECTION 13, 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.
15. 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 0 DocuSign Envelope ID: E0A59DA1-39D5-4D3F-9341-D0CEC89DBFD1 remain responsible for the performance, acts and omissions of each Customer User as if such activities had been performed by the Customer.
16. 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.
17. The Customer will indemnify, defend and hold Locality Media harmless from and against any and all Losses arising from or relating to 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 16 above or result from the gross negligence or willful misconduct of Locality Media.
18. Such indemnification under Sections 16 and 17 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.
19. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS IN SECTION 16, 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 16, 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.
20. 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.
21. 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.
22. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
23. Any modification, amendment or waiver to this Agreement shall not be effective unless in writing and signed by both parties. 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.
24. 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.
25. 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. 11 26. 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 • determining the enforceability of any specific provision. [Signature page follows]
OoOuS�OnW by�
By: VJMM (Ustr
11031,182A022F84CF,
Name: Andreas Huber
Title: CEO
D. 6/10/2021
CONFIRE JPA
By:
An re
029504A,9
Name: Art An res
Title: Director
Date: 6/10/2021
Locality Media, Inc
107 Seventh St
F4FIO Garden City
NY
United States 11530
r3
BILL TO:
Art Andres
CFI RE Regional Emergency Communications
1743 Miro Way
Rialto
CA
92376
Account: CONFIRE Regional Emergency Communications
Subscription Start: Jul 1, 2021
Initial Term: 12 months
Annual Subscription: $ 195,000.00
Exhibit A - Quote
Valid Until -
Quote Number: 1545132000041787085
Product Details — — — — — - . .... . Total
First Due Suite $ 195,000.00
Includes access to FIRST DUE features and functionality as outlined in the attached Statement of Work plus maintenance and upgrades within the subscription term.
Sub Total $ 195,000.00
Tax $0.00
Adjustment $0.00
Grand Total $ 195,000.00
Payment Terms: Net 30
For electronic ACH payment: JPMoigan Chase Bank I ABA Routing: 021000021 1 ACCOUnL It: 803527972
First Due
107 711 Street (516) 874 2258
r rj Garden City, NY, 11530 www.firstduesizeup.com
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. . Mis ciacarneriL is W-M-Jrl oT your
subscription and deployment across the following:
1. Agencies
2. Users
3. Modules
4. Implementation
5. Training
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Any agencies missing from this table will be assumed to be out of scope:
Agency
Included
Apple Valley Fire Protection District
Included
Chino Valley Independent Fire District
Included
Colton Fire Department
Included
Loma Linda Fire Department
Included
Rancho Cucamonga Fire District
Included
Redlands Fire Department
Included
Rialto Fire Department
Included
San Bernardino County Fire District
Included
Big Bear Fire Department
Included
Running Springs Fire District
Included
Montclair Fire Department
Included
San Manuel Fire Department
Included
Victorville Fire Department
Included
firstdue 1
First Due
rri :
onr"Street (516)8742258
Garden City, NY, zzeo www.nrstdueuzeuv.om
Users
Unlimited users across unlimited devices for all Agencies listed above.
Modules
The table below defines the Modules that are included / excluded both as related to subscription/access aswell asimplementation. Any modules missing from this table will beassumed to be out of scope:
Module
Definition
Included
All core components of the platform including Size -Up
First Due
Page, User Management, Alert Tiles, Size -Up Story, CAD Included
Base
Connection to multiple offline and online data sources to bring in necessary emergency response specific data to be Data Connect
presented within the base platform. A connection is
Included
defined as any sort of automated push or pull of data
from a database or application, either offline or online.
The ability to create pre -incident plans using first due's pre -plan module. This includes the ability to map
Pre -incident
emergency response related units geospatially, add
Included
Planning
general property data associated with an occupancy as
well as contact, hazmat information and images.
Mobile responder iOS and Android applications which
Mobile
includ es dispatch notifications, routing and incident/layer Included
Responder
.
Allows Emergency Response Agencies to communicate
Community
with their residents and commercial property owners by
Included
Connect
providing them portal access to add critical data about their property and its occupants.
Schedule, manage and complete Fire Inspections with
Fire
custom checklists, code management and integrated pre-
Included
Prevention
planning and occupancy management.
Company Level Inspections
Includes access to First Due NFIRS Module, allowing your Incident
agency to initiate, complete, and send Incident
Not Included
Reporting
Documentation to required regulatory bodies at state and local level.
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First Due
r:r unr~Street (516)87*2258
Garden City, NY, zzs3o www.nnxaues/zeup.mm
Statement of Work I COiNF|RE NPA
Scheduling & Includes access to Scheduling & Personnel Management Personnel Module, allowing your agency to manage employee Not Included information, shift board, trades,
Assets & Includes Access to First Due Assets Module. Allowing your Inventory agency to manage Apparatus, Inventory and Equipment Not Included with custornizable checks and work order management.
First Due set-up is simple and requires very little effort bythe agency end user. Most configuration and set-up are completed by the First Due team. Out -of -the -box Implementation is defined as the set-up of the included modules above. Our standard implementation is 8-10 weeks and includes:
l. AccountSet4Jp
2. Kick-off and Training
I Optimization
4. Full Roll Out
As part of the implementation, each Agency will receive training as outlined below:
l 45minute training during project kick-off per Agency
Z. 6Ominute train the trainer online session during optimization stage
3. Unlimited access to online knowledge base, training videos, documents and content Additional training over and above this is $1,800/day per First Due employee for onsite training, and $100/hourfor online training.
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First Due
107 711 Street (516) 874 2258
Garden City, NY, 11530 www.firstduesizeup.com
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1. Email, Phone, Ticketing System Support Channels
2. Dedicated Client Success Manager
3. Access to knowledge base • online training videos and FAQs
Bid Detail
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922160 - Fire Protection
930001 - Public Safety Software Solutions
930000 - Professional Services - Public Safety Communications 9MMUMT
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930002 - Professional Services - Public Safety Consulting 930003 - Public Safety - Computer Aided Dispatch solutions 1743 Miro, Wa I
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License Requirements
Department
Bid Valid
Liquidated Damages
Estimated Bid Value
Start/Delivery Date
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Description
n
encies (nereina er reterrecFfo as CAM -T?I% -) s requesting responses the Request for Proposal (RFP) to provide a technology solution to assist first responders manage day-to-day operations.
CONFIRE seeks a mapping and pre -planning software that connects infrastructure maps fro several agencies onto one platform. The requested software should allow fire response teams to pre -plan incidents through real-time sharing of resources, improve response time, have use friendly incident reporting modules, and is custornizable. Ideally, residents and business owne will be able to access components as authorized by CONFIRE. The ideal software should be capable of performing as many of the following task as possible: I Is] I In OTM, R
Pre -planning
• Geospatial pre -plan mapping with drag and drop feature on NFPA stand map. ~ Pre -plan standard and custom forms for data collection inthe filed onany devices. ° Easy to use High-rise / Multi -level pre -incident planning for both data coUeciion, and viaua|izatimn, including the ability @dd/nennnve/ed|tlevels per building. ~Autm create physical pne-p|on, haznnotand map markers for easy mapping after data migration.
° Special event /|APpre-planning for specific events orincidents. • Pre -plan management allowing Admins to change pre -plan cycles, assign pre -plans, and mark target hazards from vendors.
°Autn address matching so pre -plan is automatically tied to a call. ~ Access pre -plans onweb onany browser.
~ Community provided, and other data visualized ininteractive alert tiles and automated size up story.
~ Multi -level pre -plan filtering so users can access and see data on multiple levels on aeinQ|e screen.
°Anoeso 360-degree piotpnoater (eagle view) oblique imagery on a building. ° Quick link toERG from responder pre -plan dashboard.
• Quickly measurement capability on map to measure distance between any number of points and areas.
^ Integrated pre -planning while completing inspection.
Response
° Integration toCAD 1mbring in live call data.
° Mobile responder oppfor i{]S and Android across phone and tablet with notification, routing and pre -plan access.
° Call filtering byuser mrunit.
~ Quickly access map marker data collected inthe pre -plan module. ° Access photos and attachments attime ofresponse.
Incident Reporting
^ Mapping ofhazardous material and collection with searchable ERG field. ° Map markers related tooccupancy ID.
• Easily add attachment and photos to an occupancy and to a specific map marker. ° History tracking ofpre-plans with audit logs.
° Access CAD notes, address, and units dispatched
~/\u\o-Aenerate and customize inspection report.
• Ability to send inspection report automatically to inspection contact. ~Aubonnated group of past violation on re -inspection for easy resolution. ~ Searchable lists of all violations.
~ Easy way to view violation history across re -inspections.
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Customization
~Ab!|ih/ to add custom map markers through the user interface. • Connector to the San Bernardino County Assessor site, Building Development, The Compliance Engine by Brycer, and GIS for automated pre -plans on every structure. - Ability to add annotations including text, lines, shapes, and measurements.
^Abi|Kv to nnmjifv map marker location whilst in Goog|e street view. ~ Easily edit pre -plans onmobile devices, Goog|e Maps, &ESF{|G|Smap. • Size -up story "play" button for system to the user and alert of any warnings. ^ Permission toallow some users to require approval before publishing pre -plans. • Occupancy organizer that allows user to filer occupancies by several attributes. ° Live weather alerts.
~Live twitter feeds.
°Goog|eMap and street view supported.
~ Easily add base maps and layers from ESFl|bysimply adding a URL through the user interface.
~ Ability tu quickly edit pre -plan from responder view. ~Abi|ity to translate information page to multiple languages. ~Trono|etion of critical data coming from community portal into alert tiles available at the time of dispatch.
° User customizable checklists and inspection types.
~ Ability bohave different checklists for different inspection types. • Codes ties to inspection checklist items allowing for automatic creations of violation upon item ° Customizable checklist items response.
~ Ability tomodify Occupancy information during inspection. -Ability hamodify Contact information during inspection. ° Ability toassign inspections tousers and teams.
°Abi|ity to add remarks for m specific violation
~ Ability toadd photos/attachments for specific violations. ~Abi|ity to duplicate violations on the fly.
°Abi|ity to view current and historic violations during the inspection.
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- Provide a community portal for residents and business owners to sign-up to add critica� information about their occupancy.
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building information, pets and livestock information, COVID-19 self -reporting, access and utility information, hazardous material information, fire system information, and able to provide 2ttachments.
- Automated removal of account information if not reconfirmed after multiple opportunities with a department configurable time period
- Automated emergency SMS notification to commercial community portal users when units are dispatched to their occupancy.
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CONFIRE's expectation of the software is to promote efficiency among the agencies and enable them to provide improved services to the communities by increasing awareness.
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Government Code. CONFIRE is a public safety communications center that provides 911 dispatching services to sixteen (16) fire department in San Bernardino County. CONFIRE will 2ct as the fiscal agent for this project.
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