HomeMy WebLinkAbout23I190 - FIRST TWO INC.CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
FirstTwo License Renewal for PSPD
FirstTwo, Inc.
Niraj Shah
niraj@firsttwo.com
License Renewal for FirstTwo which provides location, person,
and phone based intel in the field and to dispatch
$8,700 + $13,800 = $22,500
2 Year: 8/1/23 - 7/31/25
Niraj Shah: niraj@firsttwo.com
Dave McAlpin: dave@firsttwo.com
Information Technology
Larry Klingaman
N/A
23I190
1
Yes
N/A
N/A
Department
-
Yes
Sole Source Letter
7/29/24 Rene Sanchez
Docusign Envelope ID: 3F09B0DC-7020-4E63-9E55-09D83E3B7351
Page 1 of 5
Revised: 10.31.23
AMENDMENT NO. 1 TO THE SERVICE ORDER
AGREEMENT NO. 23I190
BETWEEN THE CITY PALM SPRINGS AND FIRSTTWO, INC
1. Parties and Date.
This Amendment No. 1 to the Service Order Agreement No. 23I190 is made and entered into
as of this 29th day of July, 2024, by and between the City of Palm Springs (“City”) and FirstTwo,
Inc., a Delaware Corporation (“Contractor”). City and Contractor are sometimes individually
referred to as “Party” and collectively as “Parties.”
2. Recitals.
2.1 Agreement. The City and Contractor have entered into an agreement entitled
“Service Order Agreement No. 23I190” dated 8/29/2023 (“Agreement”) for the purpose of retaining
the services of Contractor to provide a FirstTwo License for Palm Springs Police Department for
location, person, and phone based intel on people, used in the field and in dispatch for an amount not
to exceed $8,700 and a term of 8/1/2023 to 7/31/2024.
2.2 Amendment. The City and Contractor desire to amend the Agreement to add a sole
source justification and extend the term and add additional compensation.
2.3 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 7 of
the Agreement.
3. Terms.
3.1 Term. Section 7 of the Agreement is hereby amended in its entirety to read as
follows:
“Unless otherwise stated in the Order, the term of each Order shall begin on the on
date specified in the Order and remain in effect for one (1) year (the “Initial
Term”). Upon expiration of the Initial Term, the Parties shall have the option to
renew the Orders for additional one (1) year terms upon mutual written consent
between the Parties. 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.”
“The term of this agreement is for two years, commencing on August 1, 2023, and
ending on July 31, 2025, unless extended by mutual written agreement of the
Parties.”
“Exhibit A (pricing for year 2 in the amount of $13,800) is attached hereto and
incorporated herein by reference. The new not to exceed amount is $22,500.”
Docusign Envelope ID: 3F09B0DC-7020-4E63-9E55-09D83E3B7351
Page 2 of 5
Revised: 10.31.23
“Exhibit B (Sole Source Justification) is attached hereto and incorporated
herein by reference.”
3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all
other provisions of the Agreement remain in full force and effect and shall govern the actions of the
parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever
the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as
amended by this Amendment No. 1.
3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they
have each received adequate and independent consideration for the performance of the obligations
they have undertaken pursuant to this Amendment No. 1.
3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue in full force and effect.
3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of
which is deemed to be an original, but when taken together shall constitute but one and the same
instrument.
[SIGNATURES ON FOLLOWING PAGE]
Docusign Envelope ID: 3F09B0DC-7020-4E63-9E55-09D83E3B7351
Page 3 of 5
Revised: 10.31.23
SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS
AND FIRSTTWO, INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _____________________________________ By: _________________________________________
Signature Signature (2nd signature required for Corporations)
Date: Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: N/A Item No. N/A
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
Docusign Envelope ID: 3F09B0DC-7020-4E63-9E55-09D83E3B7351
8/1/2024 8/6/2024
8/7/2024
Page 4 of 5
Revised: 10.31.23
Exhibit “A”
Pricing for Year 2
Docusign Envelope ID: 3F09B0DC-7020-4E63-9E55-09D83E3B7351
Page 5 of 5
Revised: 10.31.23
Exhibit “B”
Sole Source Justification
Docusign Envelope ID: 3F09B0DC-7020-4E63-9E55-09D83E3B7351
CONTRACT ABSTRACT
Contract/Amendment
Name of Contract:
Company Name:
Company Contact:
Email:
Summary of Services:
Contract Price:
Contract Term:
Public Integrity/ Business
Disclosure Forms:
Contract Administration
Lead Department:
Contract Administrator/ Ext:
Contract Approvals
Council/City Manager Approval Date:
Agreement Number:
Amendment Number:
Contract Compliance
Exhibits:
Insurance:
Routed By:
Bonds:
Business License:
Sole Source Co-Op
CoOp Agmt #: Sole Source
Documents: CoOp Name:
CoOp Pricing:
By: Submitted on:
Contract Abstract Form Rev 8.16.23
Authorized Signers:
Name, Email
(Corporations require 2 signatures)
FirstTwo Inc
FirstTwo Inc
Niraj Shah
niraj@firsttwo.com
First Two gives you location, person, phone, based intel on
people. It is used in the field and in dispatch.
$8,700
8/1/23-7/31/24
N/A
Niraj Shah: niraj@firsttwo.com
Dave McAlpin: dave@firsttwo.com
Information Technology
Larry Klingaman
23I190
Yes
N/A
N/A
Procurement
N/A
No
Cumulative total $8,700
8/23/23 Kendall Bradley
DocuSign Envelope ID: 503B8CD7-732E-461A-8EEB-7B625CCE0E86
X
Customer Information
Organization Name: Palm Springs PD
Customer ID: 583
Street Address: 200 S Civic Dr
Palm Springs, CA 92262
Agency Contact: William Hutchinson / Mike Kovaleff
Billing Terms
Effective Date: Aug 1, 2023
Term: 1 Year
Aug 1, 2023 - July 31, 2024
Payment Frequency: Annually
Payment Terms: Net30
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
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 Monthly Unit
Price Discount Monthly
Total
Yearly
Total
FirstTwo Full Agency License
Based on Agency Size: 101-125
Unlimited Users, Devices and Searches
Support and Training Included
Unlimited Agency Layers Included
See pricing @ https://www.firsttwo.com/pricing.html
$725 $0 $725 $8,700
Term: Aug 1, 2023 - July 31, 2024
[Signature Page Follows]
DocuSign Envelope ID: 503B8CD7-732E-461A-8EEB-7B625CCE0E86
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 (a “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.
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, ,
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. Customer agrees to defend, hold harmless, and indemnify FirstTwo, and its affiliates, offic-
ers, directors, employees, suppliers, consultants, and agents (“Indemnified Parties”), 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. This indemnification
provision shall survive the termination or expiration of this Agreement.
5.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 (i) FirstTwo’s failure to comply with any provision of these Terms or any violation by FirstTwo of any law; or (ii) the gross
negligence or willful misconduct of FirstTwo in the performance of this Agreement. This indemnification provision shall
survive the termination or expiration of this Agreement.
DocuSign Envelope ID: 503B8CD7-732E-461A-8EEB-7B625CCE0E86
6.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, 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.
7.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 “Initial Term”). Upon expiration of the Initial Term, the Parties shall
have the option to renew the Orders for additional one (1) year terms upon mutual written consent between the Parties.
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.
8.Termination. Either Party may terminate this Agreement for cause (a) upon thirty (30) days’ written notice to
the other Party of a material breach and the breaching Party’s failure 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, which shall not be unreasonably withheld; or (c) immediately, if
FirstTwo ceases to operate as a going concern or otherwise terminates its business operations.
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]
DocuSign Envelope ID: 503B8CD7-732E-461A-8EEB-7B625CCE0E86
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
(Name of Organization)
Title: Title: CEO
Date: Date: August 10, 2023
Signature: Signature:
Name (printed): Name: Niraj Shah
See signatures on next page.
DocuSign Envelope ID: 503B8CD7-732E-461A-8EEB-7B625CCE0E86
Revised 4.13.23 Page 11 of 17
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated
below.
CONTRACTOR:
By: _______________________________________By: _________________________________________
Signature Signature
(2nd signature required for Corporations)
Date:Date:
CITY OF PALM SPRINGS:
APPROVED BY CITY COUNCIL:
Date: N/A Item No. N/A
APPROVED AS TO FORM: ATTEST:
By: ___________________________ By: _______________________________
City Attorney City Clerk
APPROVED:
By: _______________________________ Date:
City Manager – over $50,000
Deputy/Assistant City Manager – up to $50,000
Director – up to $25,000
Manager – up to $5,000
DocuSign Envelope ID: 503B8CD7-732E-461A-8EEB-7B625CCE0E86
8/28/2023 8/28/2023
8/29/2023