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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TO FIRST DUE WITHIN THE TWELVE(12) MONTH PERIOD IMMEDIATELY PRIOR TO 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 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. 17. Assignment. 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. First Due may assign this Agreement or any rights or obligations hereunder to any First Due affiliate or in connection with the merger or acquisition of First Due 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. 18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. 19. Modifications. 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. 20. Third Party Beneficiary. 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. 21. Force Majeure. 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. 22. Training Content Disclaimer. As related to First Due's Basic Training Records, Advanced Training Records, and Advanced Training Records with Content modules and associated Training Content, First Due's products are intended to be used by certified instructors and are designed to be integrated into a broader curriculum that includes digital, online, or in person classroom instruction, hands-on practice and the use of educational materials. Some practices or procedures shown may differ from Licensee's competency 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 any liability, loss or risk resulting directly or indirectly from the Training Products. 23. Entire Agreement and Severability. 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. 24. Headings. The headings and titles in this Agreement are for convenience of reference only and shall not affect the meaning,interpretation,or construction of any provision of this Agreement.They are not intended to be part of the substantive terms and shall not be used to interpret the intent of the parties. 25. Agreement Billing Information. a. Accounts Payable Contact Name: Email: Phone: b. Tax Exempt (Yes/No) If yes, please email a copy of the Exempt Certificate to accounting@firstdue.com. First Due Agreement for Services,Feb 2026 Page 5 of 14