FirstTwo, Inc. • 1 Blackfield Drive #242 • Tiburon, CA 94920 1 888-934-7782 • www.firsttwo.com • [email protected] • v5.4.1 FirstTwo, Inc.
1 Blackfield Drive #242
Tiburon, CA 94920 www.firsttwo.com 888-934-7782
SERVICE ORDER
This Service Order (“Order”), incorporated into and subject to the attached terms (“Terms”), is made by and between FirstTwo, Inc., a Delaware corporation with a principal place of business at 1 Blackfield Drive #242, Tiburon, CA, 94920 (“FirstTwo”), and the undersigned customer (“Customer”). By executing this Order, Customer agrees to be bound by these Terms, effective as of the date set forth on this Order.
1. ORDER DETAILS
Customer Information Billing Terms
Organization Name: City of Redondo Beach Effective Date: July 1, 2024 Customer ID:
1405
Term:
1 Year
July 1, 2024 – June 30, 2025
Street Address: 401 Diamond St
Redondo Beach, CA 90277 Payment
Frequency:
Annually
Agency Contact: Jeffrey Mendence Payment Terms:
Net30 from Customer’s receipt of
the invoice
2. SOFTWARE
FirstTwo will provide to Customer access to the FirstTwo platform accessible at https://www.firsttwo.com and consisting of the following Software:
Description
Current Yearly
Price
Term
Price
Term
Discount
Term
Total
FirstTwo Full Agency License – Law Enforcement
Based on Agency Size: 81 - 100
Unlimited Users, Devices and Searches
Support and Training Included
Unlimited Agency Layers Included
3rd Party Integrations Included (where applicable)
See pricing @ https://www.firsttwo.com/pricing.html
$10,800 $10,800 $0 $10,800
FirstTwo, Inc. • 1 Blackfield Drive #242 • Tiburon, CA 94920 2 888-934-7782 • www.firsttwo.com • [email protected] • v5.4.1 [Signature Page Follows]
SIGNATURE PAGE TO
SERVICE ORDER
IN WITNESS WHEREOF, this Order has been signed by the duly authorized representatives of FirstTwo and the Customer.
CUSTOMER: FirstTwo
City of Redondo Beach, a chartered municipal corporation (Name of Organization)
Signature: Signature:
Name (printed): Name: Niraj Shah
Title: Title: CEO
Date: Date:
ATTEST:
______________________________
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
______________________________
Michael W. Webb, City Attorney
James A. Light
Mayor
10/30/2024 | 5:51 PM PDT
FirstTwo, Inc. • 1 Blackfield Drive #242 • Tiburon, CA 94920 3 888-934-7782 • www.firsttwo.com • [email protected] • v5.4.1 FirstTwo, Inc.
1 Blackfield Drive #242
Tiburon, CA 94920 www.firsttwo.com 888-934-7782
FIRSTTWO TERMS
These Terms are entered into by and between FirstTwo, Inc. (“FirstTwo”) and the customer (“Customer”) identified in the corresponding FirstTwo customer order form (“Order”) to which these Terms are attached. FirstTwo and Customer are sometimes referred to herein individually as a “Party” and together as the “Parties”. By executing an Order, Customer agrees to be bound by these Terms, effective as of the date set forth on the Order.
1. Scope. These Terms cover the licensing of FirstTwo’s proprietary software in machine-readable, object code
form accessible by Customer via FirstTwo’s websites and mobile applications, and any other software provided to Customer by FirstTwo (collectively, the “Software”).
2. License Grant. Subject to Customer’s payment of all amounts due under this Agreement and compliance with all of the terms of this Agreement, FirstTwo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) to authorize up to the number of individual human end users of Customer specified in an Order to access the Software from servers operated by FirstTwo or a third party host or to install and access the Software on official, Customer authorized laptops, workstations, desktops, or devices, in each case, strictly for internal and official Customer purposes (the “License”).
3. LIMITED WARRANTY.
3.1 Warranty. FirstTwo warrants to Customer that the Software will perform in all material respects with the specifications provided to Customer. FirstTwo also warrants that the Software will meet industry-standard security, reliability, and privacy measures and will not knowingly contain any harmful code, viruses, or other vulnerabilities. FirstTwo will use commercially reasonable efforts to update and correct any portions of the Software that do not comply with the warranty set forth herein. If, after the expenditure of commercially reasonable efforts, FirstTwo is unable to correct the noncompliance, FirstTwo will refund a prorated amount of the fee paid by the customer for the Software, based on the time Customer accessed the Software prior to noncompliance.
3.2 Disclaimer. THE WARRANTIES SET FORTH IN THIS SECTION 3 ARE EXCLUSIVE AND IN LIEU OF
ALL OTHER WARRANTIES OF FIRSTTWO, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT THERETO OR
ANY PART
THEREOF, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, PRIVACY, ACCURACY OF RESULTS OR CUSTOMER’S USE THEREOF, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. FOR CLARITY, ANY USE OR RELIANCE ON THE SOFTWARE BY CUSTOMER OR CUSTOMER’S END USERS SHALL BE AT CUSTOMER’S AND END USERS OWN RISK.
4. INDEMNIFICATION.
4.1 Indemnification by FirstTwo. FirstTwo agrees to defend, indemnify, and hold harmless Customer, its affiliates,
officers, directors, employees, contractors, and agents ("Customer Indemnified Parties") from any and all claims, liabilities, damages, and costs (including reasonable attorneys' fees) arising out of or related to (i) any claim that the Software infringes or misappropriates any third-party intellectual property rights; (ii) FirstTwo’s gross negligence or willful misconduct; or (iii) any breach by FirstTwo of its confidentiality or data security obligations under this Agreement.
4.2 Indemnification by Customer. Customer agrees to defend, indemnify, and hold harmless FirstTwo, its affiliates, officers, directors, employees, contractors, and agents ("FirstTwo Indemnified Parties") from any and all claims, liabilities, damages, and costs (including reasonable attorneys' fees) arising out of or related to (i) Customer’s failure to comply with any provision of this Agreement or applicable law; (ii) any use of the Software by Customer or its end users in violation of this Agreement; or (iii) bodily injury or property damage caused by Customer’s employees, contractors, or agents.
5. LIMITATION OF LIABILITY. IN NO EVENT SHALL FIRSTTWO’S AGGREGATE LIABILITY ARISING
OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID FOR LICENSES BY CUSTOMER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IN NO EVENT SHALL FIRSTTWO HAVE ANY LIABILITY TO CUSTOMER
FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,
OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND, WHETHER FirstTwo, Inc. • 1 Blackfield Drive #242 • Tiburon, CA 94920 4 888-934-7782 • www.firsttwo.com • [email protected] • v5.4.1
IN CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT FIRSTTWO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 5.1 SHALL NOT APPLY TO CLAIMS ARISING FROM FIRSTTWO’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF ITS CONFIDENTIALITY OR DATA SECURITY OBLIGATIONS.
6. Term. Unless otherwise stated in the Order, the term of each Order shall begin on the date specified in the Order and remain in effect for one (1) year (the “Term”) and Orders will automatically renew for additional one (1) year terms unless either Party provides the other Party written notice of its intent not to renew the applicable Order at least 30 days prior to the end of the then current Term. Automatic renewal shall not occur for more than five (5) consecutive years beyond the initial Term unless expressly agreed to by the Parties in writing. Any discounts offered by FirstTwo to Customer during a prior Term will not apply during any new or renewal Term unless specifically agreed to in writing by the Parties.
7. Termination. Either Party may terminate this Agreement for cause (a) upon 30 days written notice to the other Party of a material breach and the breaching Party fails to cure the same within such period, (b) immediately if Customer assigns, licenses, or sublicenses or attempts to assign, license, or sublicense any of its rights or obligations under this Agreement without the prior written consent of FirstTwo, or (c) immediately if FirstTwo ceases to operate as a going concern or otherwise terminates its business operations. In the event of termination or expiration of this Agreement, FirstTwo agrees to provide Customer with all of Customer’s data stored within the Software in a standard, editable, and industry-accepted format within thirty (30) days after the effective date of termination, at no additional cost.
FirstTwo shall also certify that all copies of Customer’s data have been securely deleted from its systems, except as required by law. Upon termination, Customer's right to use the Software shall immediately cease. Each Party shall promptly return or destroy any confidential information of the other Party in its possession. Termination shall not relieve either Party of its obligations to pay any fees accrued prior to termination or limit liability for any breach occurring prior to the date of termination.
8. Multi-Year Agreements. For agreements with Terms of more than one year, the pricing for each year after
the first year shall be as follows, unless otherwise stated in the Order:
8.1 Customer Pays Year to Year. Customer may elect to pay year to year or pay for the entire Term at the beginning of the Term. When the Customer pays year to year the price for each year shall be the lesser of:
• The price listed on FirstTwo’s public website at https://www.firsttwo.com/pricing.html at the beginning of each renewal year after the expiration of the initial year; or • A price increase of five percent (5%) over the price paid by Customer for the prior year’s License.
8.2 Customer Pays Entire Term. If Customer choses to pay for the entire Term at the beginning of the Term, the price paid will cover the entire Term without further adjustment.
9. FCRA Compliance. The Software is not intended to be used and may not be used to make employment decisions, including hiring, retention, promotion, or reassignment, or to determine eligibility for credit, insurance, employment, or other purpose that would qualify the Software as a consumer report under the Fair Credit Reporting Act (the “FCRA”). FirstTwo is not a “consumer reporting Customer” as that term is defined in the FCRA and the Software and other data or information that may be provided by FirstTwo do not constitute “consumer reports” as that term is defined in the FCRA.
10. Governing Law. These Terms will be interpreted, construed and enforced in all respects in accordance with
the laws of the State of California, without reference to its rules relating to choice of law, except to the extent preempted by the laws of the United States of America, which will then apply. [END OF TERMS]
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:
PRODUCER
(A/C, No, Ext): PHONE
INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR WVDADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person) COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
9/16/2024
HUB International New England
300 Ballardvale Street
Wilmington MA 01887
978-657-5100 978-988-0038 License#: 1780862 Hiscox Insurance Company 10200 FIRSINC-04 Admiral Insurance Company 24856 FirstTwo, Inc
1 Blackfield Drive #242
Tiburon CA 94920
41026861
A X 1,000,000 X 100,000 5,000 1,000,000 2,000,000 X
P100.780.946.5 12/9/2023 12/9/2024
2,000,000
B Tech E&O/Cyber EO000041340-07 1/1/2024 1/1/2025 Each Claim/Policy Agg 2,000,000 Project: City of Redondo Beach, it’s elected and appointed officials, officers, employees and volunteers Redondo PD
415 Diamond St
Redondo Beach CA 90277
United States