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AGREEMENT FOR SERVICES
EJ firstdue Agreement •for.Setvi:ces This Agreement for Services. (this "Agreerent") dated. as of June. 1, 2026 (the'`Effective Date") is made. by 'and between L'oc'ality Media. LLC dbci First Due ("First bue") .and Clearwater Fire & Rescue, Sourcewell Member No. 32014, located at 1140 Court Street, Clearwater.FL 33756' (the "Customer"). ThiS Agreement is .quote.d:Undder. Sourcewell Contract No. 030425: -LME fhroughcaoperaflve purchasing, 1. Service Access and Use Agreement. First Du.e maintains a website through which Customer members:'mdy access First Due' s. First Due Size-UpTM Community Connec.tTM Mobile ResponderTM and/or other software as - o service•' platforms and solutions identified in .Exhiibif A (collectively,.. the "Service") in connection with. th,e performance of'their Customer duties, First Due agrees. to grant the Customer access to the Service pursuant. to. the terrns and conditions set forffi below and in Exhibit A, and the Customer agrees to use• the Service only in strict conformity with and subject to such terns and conditions. 2. Credential Ma'ndgernent,.D.ata:submission/and License Rights. First•Due.nay provide•the•Customer with.one• or more. user ID's,• initial passwords; 'digital certificates and/or other devices. (collecti'vety., "Credentials') and/or application programming interfaces.("APIs") •fd access the Service. The Customer shall access the Service only. by using such Credentials• and.APls. The Customer.. authorizes• First Due to.gcf'on any instructions First DUe• 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(imitation, to change such Credentials. It is the Customer's sole responsibility to keep ail Credentials. and other means of access within the .C.ustOrher'S direct & indirect possession or'control both confidential and secure from .unauthorized .use. The Custorner understands the utility of the First Due Siie•UpService. depends ori the availability of data and information. relating to Locations and•.structures in the Customer's jurisdiction including but not limited t� building system and structural information, building inspection codes'ancf incident report data (collectively; "Location Dotal"). First Due also may process and furnish through. the Service., .In addition to Location Data, other .data 'regarding residents and* roadways within the Customers jurisdiction .("Community Data"). Lbcation bata'and Community Data are referred• to collectively herein•as-"Data".. First Due. may acquire Data from. third party public and/or private •sources in First Due's discretion, In addition, the 'Customer will upload to. the Service or othe'r!ise provide to First Due in such form and using such'rnethods as First D.ue reasonably may require.from time to.tiine,'any and all Data.fromnthe•Customer's.records arid. systems which the.parties mutually designate. for inclusion in the Service database: Th.e Customer agrees, not to filter or alter•such records except to conform such` Data to the formats teasonably.required by First Due. Subject b any third -party License restrictions. identified expressly in writing by the Customer, the Customer grants to First Due a perpetual, non-exclusive, worldwide, royalty -free right and license to process,•use and disclose the ©ata furnished to First Due by. the Customer *in connection with the development, operation, and p:erforrhance of First Due'.s business,.including but not limited to the Service. 3. Data Use; Disclaimers, and Limitations of Liability. As between the parties, theCustomer 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 First Due; through'the •Service, provides an interface for viewing Data compiled from the •Customer• and other sources oyer which First• Due has na .control :and for which. First Due assumes no responsibility, First Due makes no• representations orwarranties 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, side, layout, compliance,. condition Or history), residents, roadways, or any actual or expected outcome from .use of the Data, nor does First Due make any representation or warranty.regarding the accuracy..or reliability of the Data. received .by First Due. First.Due. pro4ides .administrative and. information technolbgy services' only and does not advise, recommend, or render an opinion -with respect •to any information c.ornmunicatedd through the- Serv)ce and shall not be responsible for the.Cystorrier's or:anythird partys.use of any.Informafioh obtairied through the Service, 4. .Customer Equipment and Technical Requirements: The Customer:shall•obtain and rhainfath, at its own expense, computers, operating .systems, Internet browsers, ' tablets, phones,• telecommunications equipment, third-party.applicafion services and other equipment and software ("Equip'me'nt") required for First Due Agreement forServices, Mar2026' Page T of'73 the•Customer to access. an:d' Use the Service (the Service being.accesslble to users'fhrough standard Internet browsers subject to•third party nefwork•availability and -signal strength). First Due shalt not be:;responsible for any problem, error orrrmalfunction relating. to the Service resulting from Customer error;.data entry errars.:or malfeasance by the Customer or any third :party, or the performance or failure of Equipment or any telecorinmuhicationsservice; cellular or W.i-Fi network, Internet connection, Internet service provider, or any other third -party communications provider, of- any other failure. or.problern not attributable to First Due ("Technical Problems"). 5. Term and Termination.."This Agreement will be..effective.•for ori initjal term.of 17 months (the "Initial Term"') commencing 'on the. Effective Date. The Agreement will notautomaticglly renew. The parties may renew the Agreement for successive twelve (12) month terms (each, a "Renewal Term") upon mutual written notice provided at least sixty (60) days.pror to the end of the then-current.term. First Due 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 termiriate'this Agreement imrhedidtely upon. written notice if fh'e.other'party; (i) becomes. insolvent; .(ii) b'ecornes the •subject'of a petition in bankruptcy which is not withdrawn or dismissed :Within 60 days thereafter; (iii).nares an assiignrrienf for the benefit of creditors: or (iv) materially breaches its. obligations• under this •Agreetnent•and.fdils.to cure•such breach Within 30 days after the non-breaching•party provides written notice• thereof.. 6.. Effects of •Termination and Reservation of • f ighfs. Upon terminations the: Customer .shall-cease..use• of the Service andgll Credentials then.in the Customer's possession or control. This Section 6 and Sections 8 through i.5 and 19 through 23• hereof shall:•survive•any termination or.expii'ation of this Agreement. :7. Fees,. Additional Services; and Taxes. The Customer agrees to pay the fe.es•set forth in Exhibit A far use of those Service features described in Exhibit,A .{as available, as of the Effective Date). First.Due may charge separeately for services Offered from tirnelo time that are not iriclu.ded in the scope of Exhibit A (such as new Service features, systems integration s'ervices.and 'applications..df the •Service• for new purposes), subject to the 'Customer's written acceptance of the terms. df use and fees associated with such services. The•Customer shall be responsible for the payment of all taxes associafed with provision and. use efthe Service (other than taxes'on First Due's income).: 8, Infeliecfual:Propeity and. Data.Righfs. 9, a. First.bue IP. First Due 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 -end source code (which shall. further include without limitation any.and ail:source Code furnished by First Due to the Customer.ih connection with the delivery or perforinance of any services hereunder) and any and all future enhancements or modifications thereto howsoever made and all intellectual Property rights therein' but not Ddta furnished by the Custorrier. Except as expressly provided in this Agreement or as otherwise authorized: in advance In writing by First Due; the Customer and Customer Users shall not copy, distribute, license, reproduce, decoriVilei, disassemble, reverse engineer, 'publish; modify, .or create: derivative works from, the Service.; .provided, however, that nothing' herein shall restrict. the Customers .use of the. Data that the :Customer has provided. b. Custorner Dafa. Customer•shall own all Customer dato and upon termination •or written request, First Due.shdll provide Customer data to Customer. c. De-ldentifl'cafion. Customer acknowledges and agrees. that First Due may use Customer data to generate a de -identified data set (a "Data Se -f") 'in accordance with the then -current HIPPA de= •identification standards set forth ih 45••CFR..§ 164.5.14(b)...Once• de -identified, the Data Set will no .longer constitute identifiable. CustoMer data or "Protected Health inforrridtioh", as defined.under' HIPAA. at 45. CFR 160.103. 'Subject to applicable laws, First Due rhay, in its sole discretion, transform, analyze, distribute, redistribute', Create derivative. works. of, license, disclose fo third. .party. researchers, or otherwise use such Dataset. Confidentiality. a. "Confidential information"•.means. any and dll'information disclosed by either party to the other which is marked "confidential" or "proprietary," including oral information that is. designated 'confidential. at the tune of disclosure. Without ilni.•itina.the foregoing; all information relating to. the First Due: Agreementfor Seryiees, Mar 2026 Page 2 of 13 Service and dissociated software and .the terms of this. Agreement shall be deemed First Doe's Confidential Information. Notwithstanding the foregoing, "Confidential loformotian" 'does not include any inforrnotiOn that the•receiving.. party can demonstrate (I) was. known to it priar to. ifs' distlosure hereunder; .(ii) Is or becomes. publicly known throu.gh no wrongful of of the receiving party; (ill) has b.een.rightfully teCeiv.ed from othird party.duthorized fornake such disclosure.withaLit restriction; (IV) s Independently .deveioped by the: receiving pOrty, withOUt the use of any 'Confidential InfOrmation :of the 'other party; (v) has been .apprOVed for releaseby the disciaSing party's prior written. authorization, or (vi) is required to be disalosed by court order or applicable provided that the party required to:disclose the information provides. prompt advance notice thereof tithe other Party (exCept to the extent such notice is prohibited by aW). b. Each party hereby agrees thdt if shall not use any Confidentialtnformotion belonging to the• othe parrYothef.thands'exPrestIV perrnitted undertheterm's of tis.AareeMent or as expressly authorized in :Writing by The other party,.Eath party .Shall .use the 'same degree 'cif care to .protect the °the. party's Confidential Informotion'os if Westo protect its own Confidential information of like nattire, but ihorip circumstances withiess.than redsonable.Care Neither party shall disclose the Other party s confidential Information to any person or entity other than its:employees, agents:0r consultants who need .oc.cess.thereto In order to effect The intent of this Agreement and in. ettch..caSe wh'o have been advised of the confidentiality provisions of this•Agreement, have been instruCted. to obideby such confidentiality Provisions) enteredita written confidentiality agreements consistent with this 'Seation9 orothenAilSe are.botind.underSubstantiaily similar conficientiality restrictions.. c. Each partyacknowredges arid agreeS that it has been advised that the use or disclosureof the othet'S. .Confidential InfottnOtiant inconisiStent with this Agreerneni may .couSe. special, unique, unusual, extraordinary, and irreparable harm to the other party, thee:dent of which may be aiffiCult fo ascertain.Aocordingly, pooh potty agrees .that, in additiOn to. any Other remedies lb which the ;nonbreaching party may be legally.entiflect, thenonbreathing partyshap hayefhb right to seek to obtain immediate injunctive relief, without the necessity of pasting a bond, in fheevent of ci breach ofSetion.9(o) Or 9(b) by the otherp.orty, any.of its employees; agents or consultants. 10. Limited .WOrrarity: FIRST 0.UE REPRESENTS AND WARRANTS THAT IT SHALL .t)SE 'COMMERCIALLY 'REASONABLE EFFORTS TO PROVIDE THE'SERVICE WITHO.OT INTRODUCING ERRORS OR OTHERWISECORRUPTING .DATA.AS SUBMITTED BY THE CUSTOMER..OTHER THAN THE FOREGOING,, THE SERVICE, INCLUDINGALL DATA, 18 PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, FIRST. DUE MAKES. NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR. AVAILABLE AT ALL NOIR DOES *FIRST DUE WARRANT THAT THE SERVICE WILL REMAIN COMPATIBLE. WITH, O'R OPERATE WITHOUT INTERRUPTION OR ANY EQUIPMENT OF THE COSTO.MER. ORCUSTOMER. USERS. 1. Service Levels and SupportObligations. First Due will provide the Service on a 24X7X36'5 basis with•an .4 time aparontee of 99.5%.availability excluding scheduled maintenance. First Due 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. • 1 Severity Level: Mission Critical -Sciftware is down /undiagnosed .but feared critiOatsituation may required restore and.Softwore use is suspende:d until diagnosis is given 2:,Crifical Issue.- Software is' not down; but orierations:ore negatively impacted Vendor"s Response will be provided within: 60 minutes from receipt of inflict! notice. from the.cystom.er, or •cilscovety, of the error 2 hpt4rs'froM• receipt of initial notice from the Customeror •discoVery, Q1 the wt.', Vendor's Temporary Resolution will be provided within: 24 hours from receipt of Initial ridtice from the cqstarrer, ar discovery, of the error , 48 hours frim receipt ) of initiainotice from. the CustoMer, or 'dfscoVery. of the error Vendor's.Firial Resolution will be provided withint 2 days frOm receipt of initial notice from the Custorner, or erroraiscovery • 2 clOytjrOMreceipt of initial notice frorn• the Customer, or error diScoVery I• 1 First Due ,tgreement•fdrServices, Mar2024 P:;cige3 of 13 3; Non -Critical Issue 4 hours from receipt 13 days Irom receipt of [ 15 day's from receipt of initial notice. from r initial notice, from the' i o:f initial nofice'from the.CCustomer: or 1 CuStorrier; or thecus'torner, or j discovery, of the error 1 discovery, of the ,errar )error discovery i • 12. Warranty Limitations. and' ' Disclaimers. EXCEPT' AS'. S.ET. FORTH ABOVE IN SECTION 10, FIRST DUE MAKES AND THE CUSTOMER. RECEIVES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SUBJECT MATTER 'HEREOF. FIRST DUE SPECIFICALLY DISCLAIMS, Td THE FULLEST EXTENT PERMITTED BY •LAW, .ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FiTNESS FOR A 'PARTICULAR PURPOSE AND NONINFRIN.GEMENT WITH RESPECT TO THE'SUBJECT'MATTER HEREOF, INCLUDING WITHOUT LIMITATION THE.SERVICE 13. Customer Representations, Data Rights, and Use: Restrictions,. The Custom'errepresents and.warrahts that the Customer is: authorized and has• all rights necessary' too enter into this Agreement,. to. provide 'the Datd furnished by the. Customer to First Due, and to use the.Service and Data,. and Customer will .only use the Service. and Data, as s permitted under this Agreement and in..accordance with the laws, regulations, and any third -party agreements applicable to the Customer and•Customer Users. Withoutiimiting 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 Violtite any third -party lnfellectual property rights or license b.etween.:Customer.an'd any third party. Customer:agrees not 'rouse or permit the use of fhe Service 'and Data in connection With any public ar 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; e, distribute, licensreproduce, 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 shaltremain. responsible for the performance, acts and oniissions•of each Customer User as if such activities.hadd'been p.erformed by the Customer. 14, Indemnification. a,, First Due 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, aciion, investigation or .proce'e'ding (each, an "Action") brought against the Customer based on the infringement by first Due of any third party issued patent, copyright or registered iradeniark, 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 combiria.tion or integration of the Service With any ..Customer- or third=party property, method or system. b. The. Customer will indernnify, defend and hold First. Due•harrnless from and against any and all Losses arising from or relating to: (1) any breach: by the Customer af'Section 8; Or (ii) any Action.•by .0 Customer User or third party arisiri•g. from..br relating fo the use of the. Service' or Data accessed through the. Service,.except to the extent such •Losses are•subject to Section 1.4(d) orresult from. the ;gross negligenceorwillful misconduct of First Due. c. :Such.incdernnificatibn underSections 14(a) arid 14(b) will be provided. only on the conditions that; (a): the indemnifying. party Is:given• written. notice. reasonably promptly .after the indemnified parry .receives notice of such Action;. (b).the.indemnifying party'has sole contro) of the defense and .all related settlement n.egotfations, 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 requited by the indernnifying party. d, The value •of••Customer's indetnriificationto.First Due is limited to the lesser of the ghiount'of fees payable by .Customer to: First Due' under this Agreement, or'the limitations of •§768.28; Florida Statutes: in addition, Customer's indemnification to First Due shall riot be construed. as :a. waiver of sovereign immunity or a lirnitation of any defense Customer may have under: §768.28,. Florida Statutes or ascot -pent to be sued by third parties. First D,ue•Agreement for servi es, Mar'2o26 Page.4 of 13 15. Limitation of Liability, EXCEPT FOR ITS. INDEMNIFICATION O.BLIGATIQNS IN 'SECTION 14, AND EXCEPT FOR CLAIMS OF GROSS NEGLIGENCE; WILLFUL MISCONDUCT OR FRAUD, FIRST DUE 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 1'4, AND EXCEPT FOR CLAIMS. OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR. FRAUD, FIRST I]UE 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 FIRST DUE WITHIN THETWELVE (12) MONTH PERIOD IMMEDIATELY PRIORTO THE EVENT GIVING RISE TO.SUCH• LIABILITY. 16, Notices. All notices, •requests, demands; or Consents. Under this Agreement must be• In writing, and be• delivered persorially; by email or facsimile followed.by written confirmationi...or'by internatibnaliy recognized courier service: to the addresses of the 'parties set forth in this Agreement. 17. Assignment. Except:as otherwise.provided below; neither party May assign this Agreement or any rights:'or obligations hereunder without the prior written' consent :df the otherparty. First 'Due .rnay assign this Agreement or any rights or obligations hereunder to any First Due affiliate or in connection with the merger. -or a.cquisition of First Due: or.the sale:of all.or substantially alt of its assefs 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'asstgns. 18..Governing Law. This' Agreement shall be governed by and construed in accordance with .the laws of the Stale of Florida. 1.9. Modifications. Any modification, :amendment or waiver to this. Agreethent shall .not be effective unless in writing•andSigned by the party•to b'e.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 rernedy., 20. Third' Party Beneficiary: The parties ore independent contractors With resp:ect'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 obilgation•on behalf of the other. Neither party intends•.to grant anythird- party beneficiary rights as a result of this.Agreement, .21,. Force Majeure. Any delay In or failure of performance by either party under.this.Agreement will notb.e 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, cots of civil or military authorities, strikes or oth'er•labordispu'tes; fires, interruptions.in telecoMmunications:oi Internet .dr riefwork'provider services, power outages, and•governme'n'tai restrictions. :22. Training Content Disclaimer, As related to First Due's Basic Training Records; Advanced Training.Redords,• :and Advanced Training Records With Content nodules, and a'sso.ciated Training Content; First Due's products are •Intended: to:be used•by certified instructors.and are designed to bet ntegratecinto a brodder curriculum that includes digital, .online, or in person classroom instruction, hands-on practice and the use of educational r>•materiats...Some practices:orprocedures shown may .differ from Lcensee's•.c.ompefency and procedural requirements, First.Due makes.no warranty,:expressed or implied that the information presented will .satisfy any particular situation or need or that any demonstrated procedure is.safe. First Due disclaims dny liability, loss or risk"resulting:directly orindir'eotly from the Training Products:. 23. Entire Agreement and Severability. This Agreement supersedes all prior agreements; understandings; representations,. warranties, requests fbr'propbsal and negotiations,.if any. Each provision df this Agreement is severable from each other provision for 'the purpose of .determining the enforceability'of any specific provision. 24. Headings,.The headings and titles in this Agreernent are for convenience of reference onl,yland shall hot affect the meaning,. Interpretation; or.construction•of•any..provision of this Agreement. They are not infe.nded to be part of the•substantive terms and shall not be used, fo interpret the. intent of the p'a.rties. First Due. Agreerrient for Services, Mdr:2026• Page 5 at 13' 25. Agreement Billing Information. a. Accounts Payobje Contact Narne: Phone: b, Tax Exempt (Yes/No) If yes; please email a copy of the Exempt Certificate to accountiag4firstdue.com. c, Purchase ;Order Required (Yes/No) If yes return copy of the Purchase Order with the signed agreement or email a copy to a6coLintirig*firstdue,corn. IN WITNESSANHEREOF; theZParties haVe.,eXeCuted thiS•Agreement as -of the Effective Date set forth above. The undersigned represent and warrant that they are duly authorized to enter into this Agreement on behalf of the respective parties. LOCALITY MEDIA, LLC DBA FIRST DUE CLEARWATER FIRE & RESCUE Otot44.,r By: BY: (Signature) (Signature) Name :Jo.siltanley !Aaltle: CFO Title: Title:. Date: May 20 202613:50 EDT Date: First Due Agreement for Servides. Mar 2026 Page 6 of 13 IN WIT ESS WHEREOF,.the parties hereto have executed,this Agreement as of oZ day of c 4latkv , 2026, for the purchase of fire protection software•from Locality Media, LLC dba First Due, Countersigned: CITY OF CLEARWATER, FLORIDA Bruce R::ctor Jen r 'oir ier Mayor City Manager Approved 'as:to form: Melissa. Isabel Senior Assistant.City Attorney Attest: Rosemarie ,Call .City Clerk Date Customer Name B1.1ling Address: SubstriptIon Start: Initial Term: Annual SUbscriptian: F -FD first due .clearwater Fire & Rescue 1140 Court Street Clearwater, FL 33756 June T, 2026 14' months 4•5;:..406.0o. Exhibit A Quote Quote .Nurnber: Prepared By: Valid Until Sourcewell Member No. 154513200064302810.9 Kacy.Chilton June 30; 2026. 32014 Product -Details Occupancy Management & Pre -Incident Planning Manage Occupancies; Pre -Incident Mapping, Arc.GIS Maps, Fire Systems, Hazardous tvioterial, ond Contacts. Inspections Field InspectiCns; ConfigurableChecklists, Violation Management, Virtual Inspections., Inspections Scheduler, and Integrated Prerinoident Planning. ITM 'Repairing AlloWs AllJs to tack, Manage, and report on fire and life safety System inspections, testing. and Maintenance. This. inblu.desa portal for servicrovderfb uploadTIM reports', automated reminders, configurable' natifitatibriS and native interoperability with First Dud Response and Fire Prevention Mbdules, The.service"provider uploading the report Will be Charged $20:00 per reload submiSsion. Essentials Online Training Package Op to 4 Hours Online -Training with certified First.Due Instructor Implementation and Configuration Services Services related -tacanfiguring and customizing the' First Due: Platform as-describe0ln the -Statement of Work. General Discount Spurcew.eilDiScount-(5%) One -Time Fees -Subtotal 16 -Month Subscription Fe.es Subtotal Sourcewell Discount (5%) Grand Total* $ 3,400.00 12,502.00 ($.705.10) $ 15,104.00 'Excluding %ix 4taternent.of Work. The citached•Statement of Workwill detail the Implementation, Trs-Jining, Data Migrcition, Integration.CUStorner SUccess Manager, Customer:Suppart, and Assumptions'for this -Quote.. Invoicing and Payment Ternis.•The above -listed Grand. Tatal will be invoiced in fvo (2) segments: (1) 43,400.00. wI invoiced Upon execution of this Agreement and due within thirty (30) days frdm the dcite of theinVoice: and (ii) $11,706:90 will be invoiced on or around-Octaber L:2026, and duewithin thirty (301days frbrn the date of invoice. For subsequent annual periods; the Service fees. are due and payable annually' in adVande on October Ts!. Electronic ACH payment Information. Wells Fargo Bank 1 ACH Routing Number: 1.21000248 IAccount 4: .4.192384907 Fir'stiDue.Agreementior'Services, Mar -2026 Page tot '13 r. firstdue Statement of Work. For Clearwater Fire & Rescue Quote Number: 15451320001)43028109 1. Introduction 1.1 Purpose The purpose of this Statement of Work ("SOW") is to clearly define the Implementation, Training, Data Migration, Integrationt, Customer SuccessManage', Customer Support, and Assumptions for Customer from First Due fpr 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 pf.meefing the organizational needs of the Customer. 2. Implementation 2.1 Overview First Due utilizes a combination Waterfall and iterative approach to implementailon. This includes Discovery, configuratibn, OptirnizatiOn; Data Migration, Training, and Go -Live. mom oi DISCOVERY 8t PLANNING' 02 CONFIGURATION 04, DATA MIGRATION jT Sal eat 03 , 05 OPTIMIZATION TRAINING 06 GO -LIVE 07 SUPPORT 2.2 Implementation Resources • Implementation Manager: Project lead and go -to person, actingas 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 straighfforward .modules: • Implementation ProductSpecialist(s): While -the Implementation Manager will lead the overall project, Product Specicihsts wdl be brought in to help configure and optimize specialty modules such as Fire Prevention,:ePCRAssets:8. Inventory, Training, Scheduling, and Reporting. They are product experts in First Due and, are .Versed in industry best practices for their specific product specialties. Depending on •the modulespurchased and complexity, your project may be dssigned 1-3 Product Specialists. • Technical Implementation Specialist Responsible for managing data migration from your current vendor to:First Due and theintegration between First Due and CAD The TechniCai Implementation Specialist team comes from a diverse background, ranging from database management to public 'safety Software integration. • Customer Success Managqr: As the point person after project completion, the Customer Success Manager (CSM) will be part of the implementation asan advocate and to ensure a seamless transition First Due Agreement for:ervices; Mar 2026 Page 8 of 13 to suppo'h post,go4live.' During theimplernentatiOn th4 will 'regularly check-in to ensure Progressis being .nnade and help.Wifh theaddn pe* rnoduleS or scope from a commercial persoeCtive. Post:go-live, they will provide re.gulan.theck-ins to ensure the Customer is. adapting the. Purchased Products and deriving.valuefrom them. • Training Manage?: ReSpOnSible for developing and exeduting• the training plan, with the goal of effective adoption .of the, PurchciSecl PrOctudtS by Customer. The Training Manager Will be involved throughout the.projett to ensure they hOVe, the•CUstomer specific knoWiedge to design the most effective training plan passible': 2.3 .Implementation Phases 2.3,1 Discovery & Planning: Once the Project has been.assigned; tu.stomerwilit.e.ceive. c senor tailored discovery dOestiOnnaires. Onae filled out, the Implementation IV a nager will schedule a Project Kick - Off. During thIS Meeting the Customer will receive accesSto the First Due platforrn, meet the project team ond. receive. • an initial product ..tour. The Implernentatidn Manager Will alSo proVIde tin overview of the project plan decide the meeting.codence, 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 5pecialist. a KeiMeettrig(s): Project Kik-Off; CAD Kick.-0if, Data Migration Planning • Milestohe(s); Project Kik-Off, SysteM Access • Custbrnei Task(s): P111 Disco'very •Que.stionnaires Deliverable(s): Welcome email,. Initial Account SlAip.:System Logins Provided' 2.3::2 Configuration: After planning is :complete, the Implementation Manager willbegin Scheduling the :ConfigOrction sessions..Befare each..canfiguralion.sesSion there. will be somelight prep workfor the Customer to coMpletedenerally., there.vvill generally'be one (11.configuration session permodple, .but in cases whete there is More•corriPleAty; there may be Multiple..These sessions will either be run .by the ImplemenfatiOn Manager dr the implementation •Product Specialist:depending ,On the • module: • Key Meeting(s):..Module.COnfiguration.Sessions (1-'2 per module) .. Milestarie(s): N/A 9 C.UStOrrer Task(s): Configuration :Prep Work (permOclule) ' • DeliVerable(i): Initial ModUle'Cbnfiguratian • Scope: All PurChased:Products 2.3.3 .OptIrnization:..After the. configuration is complete, the. Customer .will be provided With test work (module UserAcceptance Testing (.1JAT))• to coMplete.. Following the corripletion 'of the .UAT work; .QPtirnizationSessions will be field to review Customer feedback, correct any is.soeseand•finalize the configuration of the module. There will generally be o.ne (1) Optimi4ation.sessiop.per module, but in •cases where there. ismore: complexity; there may be multiple. Once a module is •configUrectand optimized, the Customer will be provide ct a module sign off document to review and .s1gn..Note Configuration' and •Optirnization Sessions May run interchangeably to ensure thp project stays on - track. • Key Meeting(s):' module. Optimization.Sessions (1-2•per MOdule) • Milestone(s):.Module AcCeptance.andSign-Off (1 per mOcule) • Customer Task(p):. Optimiza tion.Prep Work (UAT per module') • .Deliverable(s):. Module.Optimizaffon. resulting In Customer Acceptance • Scope.: All:Purchased Products First.DileAgleetrionflor Services; War 2026 Page 9 9.113 2.3;4 Dattr Migration: Data: Migration will occur throughout the• project and can be summarized in• three steps: (1). initial data migration dt.the beginning of'fhe project required fbr 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,pafh•to.extract; map, andimport the•.data 1nto:•First Due. • Key Meeting(s): Data Migration Planning • Milestone(s):,Data rviigratian Sign -Off • Customer Task(s): Extractor provide access to legacy data based on 'guidance frorri First Due Data Migration team, Dot Mapping Assistance, review and approve data load. •' Deii.verable(s.): Data Migration. Plan, Data Mapping Assistance, £ata.lmport 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 Purchosed.Products. Note .that while Webinar•Administratbr training will occur during .configuration and optimization sessions, the Training Manager wilt arrange formal Webiryar'and/or Onsite Train4he Trainer and/or End User Training Session(s). Additive to The . provided training, Customer wifi also have. access to live. Weekly frgining.academy.sessions os well..as'an demand online training videos anditaining.guides'vla the First Due Knowledgebase. • Key. Meeting(s): Training Planning, Training Sessions Milestone(s); Training Completed • Customer Task(s): C.00rdinate Staff to be tr •dined Deliverable(s): Training Plan and Training Session (s) 2.3.6 Go-Liye,: Once all•modules haye,.been, signed.off and training has been arranged or completed, First Due will work with. the Customer to kick-off the. Go -five prgcess..This includes: (1 ) Final System Acceptance; (2) Go -live planning meeting, (3) -Final Data Migration, (4) Go -live, and (5) Post go - live implerrientationsupport. • Key Meeting(s): Go -flue planning, Post Go -live Check -Ens • Milestone(s):.SysternAcceptance;.GQ-live • Customer Task(s): Final Testing • Deliverable(s): Post Go -live Implementation Support (2-4 weeks) 23.7 Transition to Customer•Success: Following the corriplefion of the post go -live support period and assuming: all critical irrlplemeritatlon tasks are complete, Customer will be transitioned to their .Custorer. Success Manager (CSM) :and' to the First•Due Support team. • Key Meeting(s): Cusfomer•Success Transifion Meeting • Mflestone(s): Transition.to Customer Success and Support • .Customer Task(s): N/A • Deliverable(s): N/A .3. Training Training•isan integral part of any successful iimplerneritation. First Duels focused on providing youragency adequate training' fa; ensure.elfective user adoptloh of'the platform. As part of this SOW.'•the Customer shall receive: • Formai training as outlined in Exhibit A • Administrator Training as.part of• the Configuration / Optirriization • Access to live •Fitst 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, First Due Agreement for'Ser'ices,. Mar'2026 i'age .T0 of 13 4. Data Migration First Due understands the importance of data migration to our; customersand has extensive experience workingtomigrate historical records into the platform. First Due' will use best efforts to migrate applicable data,frorn Customers' existing systems utilizingdata migration best practices, This includes: Data Migration.Planhing 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 `SOW, 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.timeswhen certain data is not seen as valuable to migrate' to, First Due. First Due and Customer will` agree during theplanning' phase- on what datoneeds to be migrated and priorities around dpta.migration: 5. Integrations As part of this SOW:, First Due will Implement all integrations andrelevant scope outlined in Exhibit A. Integrations will beimplemented 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 impler iehtation: 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 belisted,below.. 6. CustomerSuccess Manager FirstDueunderstands' the value of ongoing Customer, Successactivities post go -live. As part of this SOW,: Customerwill:receive a- Customer Success Manager who will be the point person for. Customer post go - live Customer wilt receive' regular check -ins to ensure the adoption of the Purchased Products. As part of the regular check-ins1he Customer Success Manager can help Customer with any major enhancements or issues, new fepture updates, interest in other modules and additional training needs. 7. Customer.Support A, customers.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 thesupport components 7:1 Contacting -Customer &ipport Customer -Support is a service -provided to our customers when they have questions, requests; or issues with the 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 offera variety of channels to communicate with our Support team: • 'Online::'https,//upporf:firslduesiisti , csr i : ortc�lion/kb/first nity conn ;t-sunnort •, Ernall:: t port@firstdue,-corrl 'Phone: (51'6) 874-5818 First Due AgreementforSevices, Mar2026 Page 11 of. 13 7.2 Self-Servisoe Res!Surges First Due strives to providP•Uteful, ernpowering self-Service retoUrcet that aredVallable•24/7 an our otiline. tiaport'Center.•OurKnowledgebase•caritoins step-by-stepthOw.-fo.articles, FAQs, videos, best practices. etc. 7.3 'HoursOf OperatfOn Customer Support hidurs of Operation (Butihets HOurs) are: • Monday to Friday; 9.!Ceam -.6:00pm EP* • *•*:24x7 Support.dvaifable for Sev ) (D.own/U.rgent) issues. 8.: Assumptions 8.1 Customer Participation Every succestfutiMpleMentcitioh•reatiire's cdeOUOrre 'participation from the Customer. Although • First Due it ultimately responsible fa-deliverables:in theSOW,.Cutforneragrees to:attend the necessary. calk and complete•reqUired preparatory cvbrIeln•brder• to help drive; the project fon:Nara. At.a miniMum, Cutforner resources will be reauirPd..for one. (.11 hour perweek•for Meetings, arid half bh hour ta one (0.5-1) hourof• prep work perweek by one.pr multiple ndMdudJs. Customer Onderttands the impOrtbrice of ensuring the correet'Cuttorner resources are available when required. SI Statement of Work Expiration *EXcluding.signifiddnt delays caused by the First Due team,: this.SOW will expire within twelve. (1.2) months of the SubscriptionStart Date as detaiied h Exhibit A, In situations where the prOject s:delayed for no fault of eifher party, First Duedgrees to extend the:tern% ority if there iyan agreed plan to"coMplete the project Within the extensiOn period..Not theterm expirafio.n does hot apply to SeCtion 6 & 7 abdve• ()rid wifl hat' impact Firttnue'..s,abilityto:support the.Custorner post go -live. 8.3 Best Practice and Standard Workflow • First Due intends to met the .organizational needs of the •Cuttomer and their respective . software requirements by*cOnfiguring the Purchased Products to.plosely align with ..existing•workflows..Although First .Due 'is incredibly flexible.. there MeV betimes when First Due recomMenatasing standard funCtioncility or best practice to enure a timely IMplemeritation, and simplification•of'curreht process. Thete:workfiCWS may differ from Customer existing workflows, Customer•understands the importance Of collaboration to achieve the ultimate goal ofsuccessfully•acioPting the PUrthased•ProdUcts..oria is aware there•may be changps•io•exiiting workflow to accomplish this. 8.4 GO-ilve Requirements. & Gaps OVer the course of the Implernentation, both. parties may uncover fOnctionajity•gaps in the Purchased .PrOdUctS. Sorrie :of these gaps. may have b material impact on the ability* to -implement or adopt thp product.. G.dps of thit"nature, deerhed• GO -Live Reduiremehts,. will be. prioritited to ensure a timely go -live and proje.ct.completion. HoWeVer,•In'the case that Certain features'are hot complete before go -live; they will.lop. added to: module and system sighoffs as exceptions and will be completed within an agreed timeframe; First Due :Agreembnt for•Ser:eices, Mar:2026 :Page 12 of 13 +.a>1 ipv, Mtrch 20241. repz-ltnerrt of:le Trrasurp. lntcrnal kavrn.c SC”.•4* Request for Taxpayer Identification Number and Certification Go to ws w.r'rs.gov/Form1V9 t0► instructions and the latest Informattion, Give farm to the requester, Do not send to the IRS; Word you begin, For ta:.<dinee related t0 the p. tpri r etre W4$. steer Ps,'posa of Form, nelrsty, 1 Mont, oe er^nv natvlau oitdg`9 ' rna o" Iiic , first Duo Holdlrigs, fn LA carry k. react r r screvizor otar rs dis*tq uaen entity°. er 9a rn 1F r,. ;ter the uvsice9stpisrcavd 2 lusnDt, rtroefe srce did rn;:y fa rc..a rssrssrert Iran aba•.o, I ocallty r►9ed{a. 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