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CONTRACT 5835 Service AgreementAgreement No. 5835 SERVICE CONTRACT AGREEMENT This Service Contract Agreement (the "SCA") is made and entered into as of October 1, 2019 (the "Effective Date") by and between Titan Health & Security Technologies, Inc., located at 500 Newport Center Drive, Suite 950 Newport Beach, CA 92660, ("Titan HST") and City of EI Segundo located at 350 Main Street, EI Segundo, CA 90245 ("Licensee"). 1. DEFINITIONS. The following terms will have the following meanings: "Administrative Seats" means the number of user accounts forthe Administrative Application that Licensee is authorized to create for use by its Authorized Users as specified in the Subscription Order Form. "Administrative Application" means the object code form and/or online service (as made available by Titan HST to Licensee, in Titan HST's sole discretion) of the administrative version of Titan HST's proprietary emergency services software system and notification software application and any related documentation made available to Licensee by Titan HST. "Application" means the object code form of Titan HST's proprietary emergency services software system and notification software application and any related documentation made available to Licensee by Titan HST. "Authorized User" means an employee, contractor, law enforcement officer, dispatcher, agent, individual affiliated with Licensee, or parent thereof if under eighteen (18) years of age for whom Licensee has provided an email address, phone number, or other data to Titan HST. "Subscription Order Form" means the Program Order Form mutually agreed upon by the parties and attached to this SCA as Exhibit A that, when this SCA is signed by both Titan HST and Licensee, is automatically incorporated into this SCA by reference and creates a binding contract between the parties. "Seats" means the number of user accounts for the Application that Licensee is authorized to create for use by its Authorized Users as specified in the Subscription Order Form. 2. PURPOSE AND INTENT. It is the purpose and intent of this SCA to provide a mutual benefit to Licensee and Titan HST on a subscription basis from the Effective Date through the date specified in Exhibit A, or termination as specified herein, whichever occurs first (the "Subscription Period"). It is expressly agreed and understood that this SCA is not intended to create any liability for Licensee, claimed, sued over or collected between the parties. Any questions or concerns regarding the use or application of the license will be promptly brought to the attention of Titan HST and Licensee. Either party retains the right to terminate the license upon ten (10) days' written notice to the other party during the Subscription Period (Section 12). 3. LICENSE. 3.1 APPLICATION LICENSE. Titan HST hereby grants to Licensee a non-exclusive, revocable, non -transferable, and non -assignable right and license (a) to download and install the Application on the mobile devices of its Authorized Users for the number of Seats specified in the Subscription Order Form and (b) to use the Application 2q[gjy for Licensee's own internal purposes during the Subscription Period. 3.2 ADMINISTRATIVE APPLICATION LICENSE. Titan HST hereby grants to Licensee a non-exclusive, revocable, non -transferable, and non -assignable right and license (a) if such functionality is offered, to download and install the Administrative Application on the mobile devices of Licensee's Authorized Users for the number of Administrative Seats specified in the Subscription Order Form, (b) to access the Administrative Application available at: www.titanhst.com for the number of Administrative Seats specified in the Subscription Order Form; and (c) to use the Administrative Application solely for Licensee's own internal purposes during the Subscription Period. N Agreement No. 5835 4. RESTRICTIONS. The license granted to Licensee under this SCA is granted solely to Licensee and not, by implication or otherwise, to any other entity or affiliate of Licensee. Licensee may not assign, sell, rent, lease, sublicense, lend, transfer, resell or distribute the Application or the Administrative Application to any third party or use the Application or the Administrative Application on behalf of any third party unless otherwise agreed to in writing by Titan HST in its sole discretion. Licensee agrees not to copy the Application or the Administrative Application, in whole or in part. Licensee agrees not to modify, obscure or delete any proprietary rights notices included in or on the Application or the Administrative Application or documentation, and Licensee agrees to include all such notices on all copies. Licensee may not modify the Application or the Administrative Application, make derivative works based on the Application or the Administrative Application or merge the Application or the Administrative Application into any other computer programs. Licensee may not reverse engineer, disassemble or decompile the Application or the Administrative Application, in whole or in part, or otherwise attempt to derive its source code. Licensee agrees to use the Application and the Administrative Application in compliance with all applicable laws and regulations, including, without limitation, applicable export control laws and regulations of the United States and other jurisdictions. The license granted to Licensee under this SCA is limited to the number of Seats and Administrative Seats set forth in the Subscription Order Form. Only one person may use a Seat or Administrative Seat. Two or more people may not share a Seat or Administrative Seat. The foregoing restrictions are intended to protect Titan HST's intellectual property rights, while also observing the purpose and intent of this SCA as set forth in Section 2 of this SCA. 5. LICENSEE OBLIGATIONS. 5.1 Licensee will follow all instructions provided by Titan HST relating to Licensee's and its Authorized Users' use of the Application and the Administrative Application. Licensee will provide a valid email address for each of its Authorized Users. Licensee represents and warrants that it has the right to provide such email addresses to Titan HST. Licensee shall be responsible for all use of the Application and the Administrative Application by its Authorized Users. 5.2 LICENSEE OBLIGATIONS FOR SUBSCRIPTION ORDER FORM. In connection with its evaluation obligations, Licensee agrees to perform the following duties and authorizes the following privileges, in addition to any other duties and rights that may be mutually agreed upon in writing by the parties: (a) fully utilize as many features of the Application or the Administrative Application as is reasonably possible, (b) permit Titan HST to monitor and observe Licensee's evaluation and use of the Application or the Administrative Application, (c) provide Titan HST with performance reports and a general evaluation of the Application or the Administrative Application, to the extent reasonably requested by Titan HST from time to time, (d) immediately suspend use of the Application or the Administrative Application when requested by Titan HST, and (e) timely notify Titan HST of any issues or irregularities encountered. Licensee understands and agrees that it may be asked to provide Titan HST with feedback on the Application and the Administrative Application, from time to time, via the telephone or in writing. Licensee acknowledges that Titan HST shall have unrestricted rights to incorporate into any software, technology and/or other offered services of Titan HST or of any Titan HST authorized parties any and all observations concluded by Titan HST while monitoring Licensee's evaluation and use of the Application or the Administrative Application and any and all results, ideas and suggestions provided and offered by Licensee with respect to the Application or the Administrative Application. Licensee hereby assigns to Titan HST any and all proprietary interest in and to any and all such results, ideas and/or suggestions without further compensation. 6. TITAN HST OBLIGATIONS. For each Authorized User who is designated under eighteen (18) years of age by the Licensee, Titan HST will obtain verifiable consent and a written waiver from the user and the user's parent or guardian in form and substance approved by the Licensee. During Subscription Period, Titan HST shall provide Licensee with support services upon request for the Application and Administrative Application, including, but not limited to, support through telephone ande-mail. -2- Agreement No. 5835 7. TITLE. Title and full ownership in and to the Application and the Administrative Application and all trade secret, copyright and patent rights and all other intellectual property and proprietary rights in and to the Application and the Administrative Application (including, without limitation, any third -party software incorporated therein) remain with Titan HST and its licensors. Licensee is granted the limited license rights to use the Application and the Administrative Application as described in this SCA. Titan HST expressly reserves all intellectual property and proprietary rights not expressly granted under this SCA. 8. USE OF PERSONAL INFORMATION AND OTHER INFORMATION. Titan HST will only use Authorized User's personal information and other information for authorized purposes. This includes sharing personal information and other information with emergency personnel and responsible government entities in emergencies, in exigent circumstances, in situations involving danger of death or serious physical injury, to respond to 9-1-1 requests, or other similar situations. Titan HSTwill obtain consent from each Authorized User. For users under eighteen (18) years of age, Titan HST will obtain verifiable consent from each parent or guardian of the user in form and substance approved by the Licensee. Any personal information and other information regarding Licensee's Authorized Users that Titan HST collects from Licensee or through the Application during the Subscription Period is subject to Titan HST's Privacy Policy, available online at https://www.titanhst.com/privacy/ (the "Privacy Policy"), and Titan HST's Terms of Service, available online at https://www.titanhst.com/terms/ (the "Terms of Service"), both of which are incorporated herein by reference. Titan HST only maintains user data generated from use of the Site and Services for 90 days unless a request is made by law enforcement to maintain the data for a longer period of time. Titan HST reserves the right to revise the Privacy Policy or Terms of Service at any time, in its sole discretion, by posting the revised Privacy Policy or Terms of Service online. 9. FEES. The fee for Licensee's use of the Application or the Administrative Application in accordance with this SCA during the Subscription Period is specified in Exhibit A. At the end of each year Titan HST will either (1) grant Licensee an additional license on the same terms and conditions set forth herein or (2) negotiate with Licensee to purchase licenses on new and different terms. NOTHING CONTAINED IN THIS SCA WILL OBLIGATE TITAN HST TO NEGOTIATE A SUBSEQUENT SUBSCRIPTION AGREEMENT WITH LICENSEE OR OTHERWISE OBLIGATE TITAN HST TO CONTINUE TO OFFER LICENSEE THE FEATURES AND FUNCTIONALITY OF THE APPLICATION OR ADMINISTRATIVE APPLICATION AFTER THE SUBSCRIPTION PERIOD ENDS. 10. DISCLAIMER OF WARRANTIES. Titan HST does not guarantee the Application or the Administrative Application will be continuously available or continuously functioning during the Subscription Period. Titan HST is not obligated to provide any update, enhancement, fix or improvement to the Application or the Administrative Application and Titan HST may, at its sole discretion, alter, modify or cease to make available the Application or the Administrative Application or any part of them or require Licensee to cease using the Application or the Administrative Application or any part of them. 11. LIMITATION OF LIABILITY. To the extent permitted by law, Titan HST's liability under this contract will be no more than the lesser of fees paid under the contract for the last 12 months or $2,000,000, in aggregate. 12. SUBSCRIPTION PERIOD AND TERMINATION. 12.1 SUBSCRIPTION PERIOD. This SCA shall commence on the Effective Date and shall continue until the date provided in Exhibit A — Subscription Order Form, unless earlier terminated as provided for herein (the "Subscription Period"). Upon expiration of the Subscription Period, the parties may mutually agree in writing to renew this SCA for a subsequent period. 12.2 TERMINATION. The parties may terminate this SCA for any reason without liability upon ten (10) days written notice to the other party. 12.3 EFFECT OF TERMINATION. Upon termination or expiration of this SCA -3- Agreement No. 5835 (a) the Subscription Period shall end; and (b) all licenses and rights to use the Application and the Administrative Application granted to Licensee hereunder shall immediately terminate. Those provisions of this SCA that by their terms or sense are intended to survive termination or expiration of this SCA will survive and remain in full force and effect, including, without limitation, Sections 1, 2, 3, 4, 5, 7, 9, 10, 11, 12, 13, 14, 15 and 16. 12.4 TITAN HST SPECIFICALLY DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM TITAN OR THROUGH THE APPLICATION OR ADMINISTRATIVE APPLICATION WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS SCA. 12.5 TITAN HST AND ITS AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE AVAILABILITY OF ANY NETWORKS OR COMMUNICATIONS LINES OR FUNCTIONING OF ANY MOBILE PHONE OR DEVICE NECESSARY FOR THE APPLICATION OR ADMINISTRATIVE APPLICATION, OR THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE APPLICATION OR ADMINISTRATIVE APPLICATION (INCLUDING, WITHOUT LIMITATION, ANY RECOMMENDATIONS OR OTHER CONTENT AVAILABLE ON OR THROUGH THE APPLICATION OR ADMINISTRATIVE APPLICATION). TITAN HST DOES NOT REPRESENT THAT THE APPLICATION AND ADMINISTRATIVE APPLICATION MAY NOT BE COMPROMISED OR CIRCUMVENTED; THAT THE APPLICATION AND ADMINISTRATIVE APPLICATION WILL PREVENTANY PERSONAL INJURY OR DEATH; OR THAT THE APPLICATION AND ADMINISTRATIVE APPLICATION WILL IN ALL CASES PROVIDE ADEQUATE WARNING OR PROTECTION. 12.6 IN NO EVENT SHALL TITAN HST OR ITS AFFILIATES OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND AGENTS BE LIABLE TO LICENSEE, IN CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY), FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SIMILAR DAMAGES (INCLUDING FOR LOSS OF PROFIT, REVENUE, OR DATA) ARISING OUT OF OR RELATING TO THIS SCA, EVEN IF TITAN HST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM. 12.7 For each Authorized User who is designated under eighteen (18) years of age by the Licensee, Titan HST will obtain a written waiver from each parent or guardian and each user in form and substance approved by the Licensee regarding the above. 13. INTENT TO ENTER SUBSEQUENT AGREEMENT. Upon completion of the Subscription Period, except in the event of termination for the material breach of either party, both Licensee and Titan HST agree to negotiate in good faith a subsequent license agreement for use of the Application and Administrative Application, subject to substantially similar terms and conditions as set forth in this SCA and Titan HST's standard pricing, which agreement will supersede this SCA in its entirety. Unless and until such an agreement is executed by the parties, this SCA represents the parties' legally binding agreement, enforceable in accordance with its terms. The enforceability of this SCA is not conditioned upon further negotiations orthe successful outcome of any further negotiations. 14. CONFIDENTIALITY. 14.1 CONFIDENTIAL INFORMATION. Licensee will (and will ensure that its Authorized Users, officers, directors, employees, subcontractors, representatives, and agents) maintain the strict confidentiality of the Application and Administrative Application and all information and materials contained in the Application and Administrative Application and all information and materials conveyed by Titan HST to Licensee hereunder, including but not limited to, financial records, marketing information and the Application's and Administrative Application's features and modes of operation, inventions (whether or not -4- Agreement No. 5835 patentable), techniques, processes, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, analysis and performance information, user documentation and other technical information, plans and data (collectively, "Titan HST's Proprietary Information"). This undertaking will not apply to information that becomes part of the public domain through no act or omission of Licensee or is in Licensee's lawful possession without violation of obligations to Titan HST as demonstrated by written documentation. Licensee shall not use Titan's Proprietary Information for any other purpose other than pursuant to the terms set forth in this SCA. 14.2 NON -DISCLOSURE. Licensee will not permit anyone other than its own most trusted officers, directors, and employees with a need to know to access or use Titan HST's Proprietary Information. Licensee will not disclose Titan HST's Proprietary Information to any third party and will not use Titan HST's Proprietary Information other than as expressly authorized hereunder. Furthermore, Licensee: (a) recognizes that the unauthorized use or disclosure of Titan HST Proprietary Information will give rise to irreparable injury to Titan HST or its licensors for which monetary damages may be an inadequate remedy and (b) agrees that Titan HST or its licensors may seek and obtain injunctive relief against the breach or threatened breach of Licensee's obligations under this SCA, in addition to any other legal and equitable remedies which may be available to Titan. 14.3 For each Authorized User who is designated under eighteen (18) years of age by the Licensee, Titan HST will obtain a written waiver from each parent or guardian and each user in form and substance approved by the Licensee regarding the above. 15. GOVERNING LAW AND JURISDICTION. This SCA will be governed by and interpreted in accordance with the laws of the State of California, without giving effect to any principles of conflict of laws. Any legal action or proceeding arising under this SCA will be brought exclusively in the federal or state courts located in Orange County, California and the parties irrevocably consent to personal jurisdiction and venue therein. 16. MISCELLANEOUS. 16.1 ASSIGNMENT. Titan HST may assign its rights and obligations hereunder, including in connection with a merger, acquisition, a sale of assets, or by operation of law without Licensee's consent. Licensee may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Titan HST. Subject to the foregoing, this SCA shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 16.2 NOTICES. All notices provided hereunder will be in writing and delivered personally, by e-mail, or by overnight courier, or by registered or certified mail to the addresses specified below or such other address as may be specified in writing by notice given in accordance with this Section 16.2. All such notices will be deemed to have been given: (a) upon receipt when delivered personally, (b) upon receipt when delivered by e-mail, or (c) in the case of overnight courier, one weekday after delivery to the overnight courier. 16.3 SEVERABILITY. In the event that any provision of this SCA is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the court will modify or reform this SCA to give as much effect as possible to such provision. Any provision which cannot be so modified or reformed will be deleted and the remaining provisions of this SCA will continue in full force and effect. -5- Agreement No. 5835 16.4 WAIVER. Performance of any obligations required by a party hereunder may be waived only by a written waiver signed by an authorized representative of the other party, which waiver will be effective only with respect to the specific obligation described therein. Any waiver or failure to enforce any provision of this SCA on one occasion will not be deemed a waiver of any other provision or of such provision on any otheroccasion. 16.3 FORCE MAJEURE. Titan HST will not be responsible for any failure, cloud service failure, or delay in its performance under this SCA. 16.6 INDEPENDENT CONTRACTORS. In entering into and performing this SCA, the parties hereto are acting and shall act as Independent contractors, and neither is, nor will be deemed to be, an agent, legal representative, joint venture or partner of the other forany purpose. 16.7 COUNTERPARTS. This SCA may be executed In any number of counterparts, each of which when so executed will be deemed an original and all of which together will constitute one and the same agreement. Facsimile and electronic (e.g., PDF) signatures shall be as effective as original signatures. This SCA shall be effective only after it has been duly executed by both parties. 16.8 AMENDMENTS, ENTIRE AGREEMENT. No modification, change, or amendment of this SCA shall be binding upon the parties, except by mutual express consent in writing of a subsequent date duly signed by the authorized representatives of each of the parties. This SCA constitutes the entire agreement and understanding of the parties with respect to the subject matter of this SCA, and supersedes any and all prior understandings and agreements, whether oral or written, between the parties with respect to the subject matter of this SCA. BY SIGNING BELOW, THE PARTIES AGREE TO THE TERMS SET FORTH IN THIS SCA. TITAXHErLiOLOGIES, SECURIINC. LICENSEE: CITY OF EL SEGUNDO Sin ry Sign: Name: �G �r�h) � Name: Title: Mam5vcr Date: a i� Ie Qi of EI Segundo -s- Title: r no Date: f i/ f S f '20 "2-0 EXHIBIT A SUBSCRIPTION ORDER FORM LICENSEE INFORMATION: Full Licensee Name: I City of EI Segundo Address: 350 Main Street EI Segundo, CA 90245 Contact Name: Randal Collins Contact Telephone: (0) 310-542-2366, (C) 317-412-5935 Contact E-mail: rcollins 0els aundo, r ORDER INFORMATION: i Number of Currently Estimated Licenses Required: "this number may be reasonably revised at any time as required to reasonably support the site Subscription Period & Effective Dote Through: Total Yearly Cost: `Cost based on actual number of users loaded in the Titan HST system Billing Name, Address, Email, Phone DEPLOYMENT INFORMATION: 320 licenses Start October 1, 2019 To September 30, 2022 $1.99 x 320 users = $636.80 $2,500 one time set up fee Randal Collins 350 Main Street EI Segundo, CA 90245 rcollins(ZDelseaundo.or (0) 310-542-2366, (C) 317-412-5935 Agreement No. 5835 Email: Titan HST's domain @titanhst.com and specifically, it's notification e-mail (notification@titanhst.com), have been white -listed by your organization allowing users to receive relevant emergency communications via email, including, Lockdowns and Broadcasts. YES or NO Deolovment Invitation Method: Deploy users via (select): Email Invitation or via Google Login or Other. Geofence: Limit the ability of users to request help via emergency alerts to specific geographic areas (e.g. your organization's site)? *Regardless of this selection, users can receive Lockdowns, Broadcast Notifications, and Community Safety Status requests regardless of Geofence status. (select): Yes, Enable Geofence and only allow emergency alerts to be initiated by users on site or No, do not Enable Geofence and do allow alerts to be sent from anywhere. BY SIGNING THE ATTACHED SERVICE CONTRACT AGREEMENT, THE PARTIES AGREE TO THE TERMS SET FORTH IN THIS SUBSCRIPTION ORDER FORM. -7- Agreement No. 5835 ADDITIONAL TERMS FOR TITAN HST AGREEMENT: 1. INDEMNIFICATION. Titan HST agrees to the following: A. Titan HST shall indemnify, defend and hold City of El Segundo ("City") harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees and amounts paid in settlement), injuries, or liability, arising out of any breach by Titan HST of its obligations under this Agreement, except to the extent such loss or damage arises from City's sole negligence orwillful misconduct. B. Intellectual Properly Infringement. Notwithstanding any provision to the contrary, Titan HST will, at its own expense, indemnify and defend City against any claire that Titan HST's services or work product furnished under this Agreement infringes a patent or copyright in the United States or Puerto Rico. In such event, Titan HST 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 Titan HST prompt written notice of any such claim; and (b) allow Titan HST to control, and fully cooperate with Titan HST in the defense and all related settlement negotiations. City agrees that if the use of Titan HST's services or work product becomes, or Titan HST believes is likely to become, the subject of such an intellectual property claim, City will permit Titan HST, at its option and expense, either to secure the right for City to continue using Titan HST's services and work product or to replace it with comparable services and work product. C. For purposes of this section "City" includes the City of EI Segundo and its elected and appointed officials, officers, employees, and volunteers. D. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. 2. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, Titan HST will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: T'voc oflnsurance Limits Commercial general liability: $1,000,000 Professional Liability $1,000,000 Technology Errors $1,000,000 and Omissions Liability Agreement No. 5835 Cyber Liability $1,000,000 Privacy Liability $1,000,000 Workers compensation Statutory requirement B, 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 property 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 insurance 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. C, 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," Titan HST 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 Titan HST for all claims made by City arising out of any errors or omissions of Titan HST, or its officers, employees or agents during the time this Agreement was in effect. D, 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 Titan HST's technology services, including loss arising from destruction of data, in the amount set forth above per occurrence. E. Cyber Liability Insurance to cover all third party loss from hacking attack or virus emanating from or passed through Titan HST's computer system or a cloud provider's system into City's systems in the amount set forth above per occurrence. F. 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. G. 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. Titan HST will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement Agreement No. 5835 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." H. Should Titan HST, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at Titan HST's expense and deduct the cost of such insurance from payments due to Titan HST under this Agreement or terminate.