R2026-23 Resolution Authorizing City of Decatur to Enter into Agreement with Locality Media, LLC DBA First Due for Records Management System (RMS) Services and Implementation

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Confidential Information. Notwithstanding the foregoing, "Confidential Information" does not include any information that the receiving party can demonstrate (i) was known to it prior to its disclosure hereunder; (ii) is or becomes publicly known through no wrongful act of the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure without restriction; (iv) is independently developed by the receiving party, without the use of any Confidential Information of the other party; (v) has been approved for release by the disclosing party's prior written authorization; or (vi) is required to be disclosed by court order or applicable law, provided that the party required to disclose the information provides prompt advance notice thereof to the other party (except to the extent such notice is prohibited by law). b. 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 this Section 9 or otherwise are bound under substantially similar confidentiality restrictions. c. Each party acknowledges and agrees that it has been advised that the use or disclosure of the other's Confidential Information inconsistent with this Agreement may cause special, unique, unusual,extraordinary,and irreparable harm to the other party,the extent of which may be difficult to ascertain. Accordingly, each party agrees that, in addition to any other remedies to which the nonbreaching party may be legally entitled,the nonbreaching party shall have the right to seek to obtain immediate injunctive relief,without the necessity of posting a bond,in the event of a breach of Section 9(a) or 9(b) by the other party, any of its employees, agents or consultants. 10. Limited Warranty. FIRST DUE 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, FIRST DUE MAKES NO WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE AT ALL TIMES, NOR DOES FIRST DUE WARRANT THAT THE SERVICE WILL REMAIN COMPATIBLE WITH, OR OPERATE WITHOUT INTERRUPTION ON, ANY EQUIPMENT OF THE CUSTOMER OR CUSTOMER USERS. 11. Service Levels and Support Obligations.First Due will provide the Service on a 24X7X365 basis with an uptime guarantee 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. Severity Level: Vendor's Initial Vendor's Temporary Vendor's Final Response will be Resolution will be Resolution will be provided within: provided within: provided within: 1:Mission Critical-Software is 60 minutes from 24 hours from receipt 2 days from receipt down/undiagnosed but feared receipt of initial notice of initial notice from of initial notice from critical;situation may require a from the Customer,or the Customer,or the Customer,or restore and Software use is discovery,of the error discovery,of the error error discovery suspended until a diagnosis is given 2:Critical Issue-Software is not 2 hours from receipt 48 hours from receipt 2 days from receipt down, but operations are of initial notice from of initial notice from of initial notice from negatively impacted the Customer,or the Customer,or the Customer,or discovery,of the error discovery,of the error error discovery 3: Non-Critical Issue 4 hours from receipt 3 days from receipt of 15 days from receipt of initial notice from initial notice from the of initial notice from First Due Agreement for Services,Feb 2026 Page 3 of 14