CONTRACT 7404 Vender AgreementAgreement No. 7404
I STTWO
ARMED WITH INTELLIGENCE
SERVICE ORDER
FirstTwo, Inc.
1 Blackfield Drive #242
Tiburon, CA 94920
www.firsttwo.com
888-934-7782
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.
ORDER DETAILS
Customer Information
Organization Name: El Segundo PD
Customer ID: 1161
Street Address: 348 Main St
El Segundo, CA 90245
Agency Contact: Jeremy Glunt
_. ............. _ .-........
2. SOFTWARE
Billing Terms
Effective Date:
Sept 8, 2025
Term:
1 Year
Sept 8, 2025 — Sept 7, 2026
Payment
Annually
Frequency:
Payment Terms,,
Net30
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 Term Term Term
Price Price Discount Total
FirstTwo Full Agency License — Law Enforcement
Based on Agency Size: 61 - 80
Unlimited Users, Devices and Searches
Support and Training Included
Unlimited Agency Layers Included
3rd Party Integrations Included (where applicable)
See pricing @ ht#p-p-: +MM )rr itwo�coni/ i lilmj $9,000 $9,000 $0 $9,000
[Signature Page Follows]
FirstTwo, Inc. • 1 Blackfield Drive #242 • Tiburon, CA 94920
888-934-7782 • www.firsttwo.com • support@firsttwo.com • v5.4.1
Agreement No. 7404
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
( ame of r-ga— � -a-1 n)
Signature: Signature:
Name (printed): �x��, Name:
Title: �,� Title:
Date: 2,7 / Z Date:
J191 k LL��O
. i
City C dr
City of El Segundo
Niraj Shah
CEO
8/27/25
FirstTwo, Inc. • 1 Blackfield Drive #242 • Tiburon, CA 94920 2
888-934-7782 • www.firsttwo.com • support@firsttwo.com • v5.4.1
Agreement No. 7404
FIRSTTWO
ARMED WITH INTELLIGENCE
FIRSTTWO TERMS
FirstTwo, Inc.
1 Blackfield Drive #242
Tiburon, CA 94920
www.firsttwo.com
888-934-7782
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 "P�" 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
specifiedin 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 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, MERCHANTA-
BILITY, FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT, SECURITY, PRIVACY, ACCURACY OF RE-
SULTS 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. JMdprnmficaticttl;. Customer agrees to defend, hold harmless, and indemnify FirstTwo, and its affiliates, offic-
ers, directors, employees, suppliers, consultants, and agents ("Indemnifie . rtj-e "'), from any and all claims, liability, damages,
and costs (including but not limited to reasonable attorneys' fees, witness fees and court costs incurred and/or those necessary
to successfully establish the right to indemnification) that are threatened, asserted, filed, assessed or imposed against FirstTwo
and/or any Indemnified Party (collectively "Claims'), to the extent that such Claims arise out of or relate to (i) Customer's failure
to comply with any provision of these Terms or any violation by Customer of any law; or (ii) bodily injury or death or damage to
property suffered or caused by Customer or any of its employees or contractors.
FirstTwo agrees to defend, hold harmless, and indemnify Customer from any and all claims, liability, damages, and
costs (including but not limited to reasonable attorneys' fees, witness fees and court costs incurred and/or those necessary to
successfully establish the right to indemnification) that are threatened, asserted, filed, assessed or imposed against Customer
(collectively "Customer Claims"), to the extent that such Customer Claims arise out of or relate to the negligence or willful
misconduct of FirstTwo in the performance of this Agreement.
FirstTwo, Inc. • 1 Blackfield Drive #242 • Tiburon, CA 94920
888-934-7782 • www.firsttwo.com • support@firsttwo.com • v5.4.1
Agreement No. 7404
5. N.LT/#. 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, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT
OR OTHERWISE, WHETHER OR NOT FIRSTTWO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
CUSTOMER HEREBY ASSUMES ALL RISK FOR THE USE OF THE SOFTWARE AND THE RESULTS AND
HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASES AND DISCHARGES FIRSTTWO FROM ANY AND ALL
LOSS, CLAIM, DAMAGE OR OTHER LIABILITY RESULTING FROM SUCH USE.
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 at
FirstTwo's then applicable price for the License 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. 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, (b) immediately if Customer assigns, licenses, or §ublicenses 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.
8. MIt-"ear Acireements., 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 Ctus:._rnmyer Nys Year fo Year, Customer may elect to pay year to year or pay for the entire Term at the be-
ginning of the Term. When the Customer pays year to year the price for each year shah t;Ne:
The price listed on FirstTwo's public website at https://www.firsttwo.com/pricing.htmi 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.
8.2taner Pa s,E it„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. SLRA..!C rrd Ilanc . 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.
FirstTwo, Inc. • 1 Blackfield Drive #242 • Tiburon, CA 94920
888-934-7782 • www.firsttwo.com • support@firsttwo.com • v5.4.1
Agreement No. 7404
FIRSTTWO
ARMED WITH INTELLIGENCE
EXHIBIT" AA
o • M
INDEMNIFICATION.
FirstTwo, Inc.
1 Blackfield Drive #242
Tiburon, CA 94920
www.firsttwo.com
888-934-7782
A. Intellectual Property Infringement. Notwithstanding any provision to the contrary, FIRSTTWO will, at its own expense,
indemnify and defend City against any claim that FIRSTTWO's services or work product furnished under this Agree-
ment infringes a patent or copyright in the United States or Puerto Rico. In such event, FIRSTTWO will pay all costs
damages and attorney's fees that a court finally awards as a result of such claim. To qualify for such defense and
payment, City must (a) give FIRSTTWO prompt written notice of any such claim; and (b) allow FIRSTTWO to control,
and fully cooperate with FIRSTTWO in the defense and all related settlement negotiations. City agrees that if the use
of FIRSTTWO's services or work product becomes, or FIRSTTWO believes is likely to become, the subject of such an
intellectual property claim, City will permit FIRSTTWO, at its option and expense, either to secure the right for City to
continue using FIRSTTWO's services and work product or to replace it with comparable services and work product.
B. For purposes of this section "City" includes the City of El Segundo and its elected and appointed officials, officers,
employees, and volunteers.
C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement.
INSURANCE.
Before commencing performance under this Agreement, and at all other times this Agreement is effective, FIRSTTWO will
procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth
below:
Type of Insurance Limits
Commercial general liability: $2,000,000
Professional Liability $1,000,000
Technology Errors $1,000,000
and Omissions Liability
Cyber Liability $1,000,000
Privacy Liability $1,000,000
Workers compensation Statutory requirement
Commercial general liability insurance will meet or exceed the requirements of ISO-CGL Form No. CG 00 01 11 85 or 88. The
amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and prop-
erty damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional
insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insur-
ance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis
and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City.
FirstTwo, Inc. • 1 Blackfield Drive #242 • Tiburon, CA 94920
888-934-7782 • www.firsttwo.com • support@firsttwo.com • v5.4.1
Agreement No. 7404
Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not
available. When coverage is provided on a "claims made basis," FIRSTTWO will continue to renew the insurance for a period
of three (3) years after this Agreement expires or is terminated. Such insurance will have the same coverage and limits as the
policy that was in effect during the term of this Agreement and will cover FIRSTTWO for all claims made by City arising out of
any errors or omissions of FIRSTTWO, or its officers, employees or agents during the time this Agreement was in effect.
Technology Errors and Omissions Liability Insurance will cover all third party claims arising out of any act, error, omission or
breach of contract provision of FIRSTTWO's technology services, including loss arising from destruction of data, in the amount
set forth above per occurrence.
Cyber Liability Insurance to cover all third party loss from hacking attack or virus emanating from or passed through
FIRSTTWO's computer system or a cloud provider's system into City's systems in the amount set forth above per occurrence.
Privacy Liability Insurance to cover all security breach and notification cost resulting in actual or suspected loss of personal
information or any other records considered confidential for the City's data located on service providers servers or on a cloud
computing provider's system in the amount set forth above per occurrence.
Each such liability policy shall name the City of El Segundo as an Additional Insured for such liability of the City, and each such
first -party shall name the City as a Loss Payee. FIRSTTWO will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of
policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M.
Best Company Rating equivalent to at least a Rating of "A:VII."
Should FIRSTTWO, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such
coverage at FIRSTTWO's expense and deduct the cost of such insurance from payments due to FIRSTTWO under this Agree-
ment or terminate.
[END OF TERMS]
FirstTwo, Inc. • 1 Blackfield Drive #242 • Tiburon, CA 94920
888-934-7782 • www.firsttwo.com • support@firsttwo.com • v5.4.1