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CONTRACT 5888 Vender AgreementFORECAST-'-.�, Agreement No. 5888 Y i I CUSTOMER AGREEMENT This Customer Agreement is entered into by Forecast 5 Analytics, Inc., a Delaware corporation ("Forecast5"), and Customer (named below), and will commence on the Effective Date indicated below. FORECASTS Service Description Price Service 4002004 SCast Plus (3 Users) $18,000.00 Total Cost 4 Invoice After $18,000,00 51112020: Total Amount $18,000.00 Due: The above Services are provided pursuant to the Forecast5 Terms of Service (available at www.forecast5analyties.com/about/teFmsofservice), which are incorporated herein by this reference. Customer and Forecast5 may from time to time agree upon additional Services pursuant to a mutually agreed Work Order. All subscriptions (even if purchased after your Effective Date, such as Additional User subscriptions) will be coterminous and end on the applicable anniversary of your Effective Date. Customer acknowledges and agrees that if it provides access to the Services to another governmental unit or other third party, or uses the Services for the benefit of any such party, then it will he liable for, among other things, additional subscription fees for each such party at the applicable ForeeastS prices. At the request of the Customer, Forecast5 may provide opinions or representations with respect to the financial feasibility and/or fiscal prudence of assumptions and/or projections that Customer may select for inclusion in 5Cast financial projections, provided, however, that it is understood that the Customer is solely responsible for the decision and any associated risk of incorporating any particular assumption in its financial plan. Additionally, Forecast5 duties and responsibilities do not include giving any opinion or advice regarding the issuance of debt instruments, EXPIRATION DATE: 413012021 (All subscriptions are for periods of 1 year, unless indicated otherwise). Customer- City of El Segundo Signature: Name: VJ Title: Uf 14 -1 AQ 1201- ATTIST: �' ly Clel"k Uy of El Segundo APPRUD T01FORM: for for FORECAST 5 ANALYTICS, INC. Signature: Name: Michael R. Engli Title: CEO 2135 CityGate Lane, 7th Floor Naperville, Illinois 60563 2135 CITYGATE LANE, 7TH FLOOR, NAPERVULE, ILLINOIS 60563 1 FORECASTSANALYTICS.COM Agreement No. 5888 Last revised as of August 16, 2013. FORECAST5 TERIMS OF SERVICE Thank You for selecting the services offered by Forecast 5 Analytics, Inc. (referred to below as "Forecast5", "we", "our", or "Lis".). Please review these Terms of Service (this "Agreement") thoroughly, This Agreement is a legal agreement between Forecast5 and your governmental entity (or other Forecast5 customer entity, including an individual subscriber). In most cases, a signed Customer Agreement was required to Subscribe to one or more Forecast5 Services in accordance with this Agreement. If, however, a signed Customer Agreement was not required in order to get Your password, then by clicking "I AGREE," indicating acceptance electronically, or accessing Or using the Services, (a) you represent and warrant to Forecast5 that You are the authorized representative of the entity an behalf of which you are accessing this service, and (b) your entity hereby agrees to this Agreement. If Your entity does not agree to this Agreement, 'then do not indicate acceptance, and do flOt Use the Services. The applicable government entity (or other Forecast5 customer entity, including an individual subscriber) is referred to below as "you` or "your." I. A G RE t-- M E_ N T 1.1 Overview. This Agreement describes the terms governing Your use of the Forecast5 online services provided to YOU through any Fore-cast5 website, including all data, content, updates and new releases (collectively, the "Services"). It includes by reference, - a, Forecast5s Legal Notices and Privacy Policy available on this website. b. Any terms provided separately to you for tile Services, including for example, ordering, activation, pricing and payment terms, if applicable, for the Services. '1. Your Responsibilities. Forecast5 is not in the business of providing legal, financial, accounting or other professional services or advice. Consult the services of a competent professional when you need this type of assistance. You are solely responsible for the quality of all analysis and decisions you may make as a result of your Use of tile Set -vices. 2. PAYMENT AND RENEWAL. Unless otherwise stated on an applicable Customer- Agreement ustomerAgreement or Work Order: (a) all payments are due within thirty (30) days after the date of the applicable invoice, and (b) all subscriptions are for one (1) year. Once paid, all payments are non-refundable for any reason, including your cancellation of the Services. For all amounts not paid when due, You agree to pay an additional charge Agreement No. 5888 equal to one and one-half percent (1.5%) of Such amounts per month or partial month during which such amounts were owed and unpaid, This Agreement also incorporates by reference all program ordering and payment terms provided to You. Forecast5 will automatically renew your annual Subscriptions at the then -current rates, unless You provide notice that you do not wish to renew Your Subscription prior to the end of the applicable term. 3. RIGHTS TO USE T HE SERVICES AND RESTRICTIONS 3.1 Ownership and License. The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to Use the Services, and Forecast5 (or its applicable licensors or suppliers * ) reserves all rights of ownership in the Services not granted to you in writing here. As long as you meet any applicable payment obligations and comply with this Agreement. Forecast5 grants to you a personal, limited, noneXclusive, nontransferable, nonsublicensable right to use the Services in accordance with this Agreement that is valid only for the period Of use specified, and only for Your own business needs and use. 3,2 Restrictions, You agree not to use the Services or content on this website in a rnanner that violates any applicable law, regulation or this Agreement. For eXample, unless authorized by Forecast5 in writing, you agree YOU Will not: a. Provide access to or give any part of the Services to any third party, including by means of providing your password Or running reports or downloading data for the benefit of another governmental unit or any other unauthorized person or entity, b. Reproduce, duplicate, copy, deconstruct, sell, trade or resell the Services. c. Attempt to access any other Forecast5 systerns that are not part of your Services. If you violate any of these terms, this Agreement and your right to use the Services may be terminated by Forecast5 in its sole discretion. You acknowledge and agree that if you provide access to the Services to another govern rental unit or other third party, or use the Senlices primarily for the benefit of any such party., then you will be liable for, among other things, additionai subscription fees for each such party at the applicable Forecast5 prices. 3.3 Requirements for Public Use of Output. In addition to the right to share information in Forecast5 community forums Pursuant to Section 5.4, You may use reports and other Output You obtain front the Services for your own internal needs in public meetings or other public disclosures. 4. PRIVACY AND PERSONAL INFORMATION. YOU can view Forecast5's Privacy Policy on the Forecast5 website. or via a link on the website for the Services You have selected. You agree to be bound by the applicable Forecast5 Privacy Policy, subject to change in accordance with its terms. Most importantly, you agree to Forecast5 maintaining Your data according to the Forecast5 Privacy Policy, as part of the Services. 5. SUBMITTE-D CONTENT AND COMMUNITY FORUMS 5A Submitted C031t9nt,YOU are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials Agreement No. 5888 ("Submitted Content") uploaded, posted or stored through Your use of the Services. You grant Forecast5 a worldwide, royalty -free, non-eX,clusive license to host and use the Submitted Content in order to provide you with the Services, 5.2 Restrictions on Submitted Content. You may not make any statement through Our online Services, or provide or post any Submitted Content, that: a) is defamatory, threatening, obscene, harassing, offensive, inappropriate OF objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or' I flarning", b) is Subject to criminal or civil liability under any local, state, federal or foreign law, - c) incorporates the proprietary material of another without due authorization: d) includes advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial COMITILinication, or engages in spamming or flooding-, e) would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy, including posting images about children or any third party without 'their consent (or a parent's consent in tile case of a minor): or f) includes any Virus. Trojan horse, worm or other disruptive or harmful software or data, 5.3 5Share Cornmunity Forums. The Services may include access to 5Share or other community forums to exchange information with other users of the Services and the public. Please use respect when you interact with other users. Forecast5 does not support and is not responsible for the accuracy of others' content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which Forecast5 is not responsible. 5.4 Posting and Use of Data Regarding Third Parties. Forecast5 desires to promote and facilitate Forecas'15 community forum discussions. Therefore, subscribers to other Forecast5 Services (such as 5Sight or 5Cast) may link, post or upload data to 5Share or other Forecast5 community forums that might have ancillary benefits to parties that are not Subscribers to such other Services without violating the limitations in Section 3. Similarly, the other participants in the community forurn may use such posted information Without first obtaining a Subscription to the applicable Service that was used to generate the information. Forecast5 reserves the right to limit the amount and type Of Output from the Services linked, posted or uploaded if it believes parties are Circumventing the requirement to obtain Subscriptions to other Forecast5 Services, Any questions on 'this provision may be raised to the Forecast5 C'ornniunity Manager. 5.5 Monitoring. Forecast5 may, but has no obligation to, monitor Submitted Content or content submitted by others, \/Ve may disclose any information necessary or appropriate to satisfy our legal obligations, protect Forecast5 or its customers, or operate the Agreement No. 5888 Services properly, Forecast -5. in its sole discretion, may refuse to post, remove, or refuse to remove, any Submitted Content or content from others, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement. 5.6 Use of Feedback. You agree that Forecast5 may use Your feedback, suggestions. or ideas in any way, including in future modifications of the Services. other products or services, advertising or marketing materials. You grant Forecast5 a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback You provide to Forecast5 in any way, 6. ADDITIONAL 'TERMS Responsibility for User Accounts and Passwords. To use the Services. you may be required to create an account and provide information about YOLIrS--If to Lis. VAle will provide one or more passwords for You and/or your employees (each, a "User") to access and use the Services oil your behalf. You are responsible for securely managing your passwords. If you are issued multiple passwords, each password will only be provided with access to the files for that particular password/User. You are responsible for all activities that occur in connection with your account and for maintaining the confidentiality Of your account passwords. If You become aware of any unauthorized access to your Services account, theft or loss of your password, You agree to contact Forecast5 as soon as possible. You may riot impersonate sorneone else, provide an email address other than your own, or create multiple accounts for the same individual Car business. 6.2 Reasonable Cooperation. You will provide reasonable cooperation in correcting any data errors you may find and to secure and perfect our intellectual property rights in the Services. You will promptly provide all relevant facts upon becoming aware of a likelihood of infringement or other illegal use or misuse by any third party of the Services. 6.3 Audit, Upon Our written request. You will provide a signed certification (a) verifying the Services are being used in accordance with the terms of this Agreement: and (b) listing the locations in which the Services are run. We may, at our expense and not more than once annually. audit your use of the Services and compliance with the terms of this Agreement, upon notice to you. Any such audit will be conducted during business hours and Will not unreasonably interfere with your business activities. You will provide all reasonable assistance and information required to enable us to determine whether you are in compliance with this Agreement. If such an audit reveals' you have underpaid fees, you will be invoiced for the underpaid fees based upon Forecast5's generally available price list at the time the fees would have otherwise been incurred, together with interest thereon at a rate of one and one-half percent (`l.5%) per month or partial month or the highest rate allowed by law, whichever is less. during which any amounts were owed and unpaid. 6.4 Othier Service---, You may be offered other services, features, products, applications, online communities, or promotions provided by Forecast5 ("ForecastS Services"). If you decide to use any of these ForecastL5 Services or products, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some Forecast5 Services you may upload or enter data such as names, addresses and phone numbers, purchases, and other data to the Internet. You grant ForecastS Agreement No. 5888 permission to use information you provide and about your experience so that we can provide the Forecast5 Services to you, monitor and analyze your use of the services, maintain and update your data, and address errors or service interruptions, We may use this data to improve set -vices, enhance future services, identify potentially relevant offers, and produce research data. You grant Forecast5 permission to combine the data you have entered or uploaded with that of others. You also grant Forecast5 permission to share or publish results relating to such research data and to distribute or license such data to Forecast5 Customers or otherwise provided by law, provided however, that we will not sell such information to any third party that is not a Forecast5 customer. 6.5 Third Party Products or Services. Subject to the Forecast5 Privacy Policy, Forecast5 may offer products and services on behalf of third parties who are not affiliated with Forecast5 ("Third Party Products") or the Services may contain links to third party websites ("Third Party Sites").You agree that Forecast5 can use your Contact information. including name and address, for the purpose of offering these products to You in accordance with Your stated Forecast5 contact preferences. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the 'third party's separate product terms, website terms and privacy policies. You agree that the third parties, and not Forecast5, are responsible for 'their product's performance and the content on their websites. Forecast5 is not affiliated with these Third Party Products or Third Party Sites and has no liability for them. Forecast5 will not sell your contact information to any Third Party, provided that Forecast5 customers may have access to such contact information through the ForecastS Services offered hereunder, 6.6 Cornmunicatiotis Choices. Forecast5 may be required by law to send you Communications about the Services or Third Party Products. You agree that Forecast5 may send these communications to You via email. We may also send business communications Such as confirmations or notices that will be delivered to you via email. You are required to receive these cornmunications. You can choose not to receive some types of communication, such as marketing. Please review the Privacy Policy or follow instructions on the communication, 6.7 Accepting Updates. The Services may periodically be updated with tools, utilities, improvements, 'third party applications, or general updates to improve and enhance the features and performance of the Services. You agree to receive these updates automatically as part of the Services. 7. . DISCLAIMER OF IPJARRANTiEz:) 7.1 YOU ACKNOWLEDGE THAT, WHILE WE USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE USABLE DATA, THE DATASETS ARE DERIVED FROM PUBLIC SOURCES AND OTHER THIRD PARTIES AND FORECASTS CANNOT GUARANTEE THE ACCURACY, COMPLETENESS OR THE APPROPRIATENESS OF USE OF SUCH INFORMATION. IT IS UNDERSTOOD THAT 'r-- ORECAST5 IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS 11\1 THE CONTENT OR CONTEXT OF THE INFORMATION. Agreement No. 5888 7.2 FORECAST6 CANNOT CORRECT DATA THAT IS OBTAINED FROM PUBLIC SOURCES OR OTHER THIRD PARTIES, YOU MUST PROVIDE CORRECTIONS TO THE APPLICABLE SOURCE IN THE MANNER PROVIDED FOR BY THAT SOURCE, PERIODICALLY FORECAST6 MAY, BUT IS NOT OBLIGATED TO, UPDATE THE SOURCE DATA, 7.3 YOUR USE OF THE SERVICES, SOFT�AIARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK, EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FORECAST5, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED. INCLUDING ANY WARRANTY REGARDING THE SERVICES BEING FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON- INTERFERENCE WITH OR NON -INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES, FORECAST6 AND ITS AFFILIATES AND SUPPLIERS DQ NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION. ERRORS, THEFT OR DESTRUCTION, IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU. ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER, 7.4 FORECAST6 AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAM M-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002. OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS, YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW. I;. LII ITA TION OF LIABILITY AND INDEMNI T Y 3,1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAIN, THE ENTIRE LIABILITY OF FORECAST6, AND ITS AFFILIATES AND SUPPLIERS (INCLUDING THEIR OFFICERS, DIRECTORS AND AGENTS) FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAVA, FORECAST6 AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING.- (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES: OR (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY. LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE. PROFITS OR. INVESTMENT, OR USE OF Agreement No. 5888 SOFTWARE OR HARDWARE THAT DOES NOT MEET FORECASTS SYSTEM REQUIREMENTS, THE ABOVE LIMITATIONS APPLY EVEN IF FORECASTS AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF FORECAST AND ITS AFFILIATES, AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE, 8,2 You agree to indemnify and hold Forecast5 and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Clairns"). Forecast5 reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Forecast5 in the defense of any Claims. 8.3 Intellectual Property Infringement. Notwithstanding any provision to the contrary, Forecast5 will, at its own expense, defend City of El Segundo ("City") against any claim that Forecast5's services or work product furnished under this Agreement infringes a patent or copyright in the United States or Puerto Rico and indemnify and hold harmless City from the resulting damages, losses, costs and expenses. In such event, Forecast5 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 Forecast5 prompt written notice of any such claim; and (b) allow Forecast5 to control, and fully cooperate with Forecast5 in the defense and all related settlement negotiations. City agrees that if the use of Forecast5's services or work product becomes, or Forecast5 believes is likely to become, the subject of such an intellectual property claim, City will permit Forecast5, at its option and expense, either to secure the right for City to continue using Forecast5's services and work product or to replace it with comparable services and work product. If neither of the foregoing are commercially feasible, Forecast5 may terminate this Agreement upon written notice and refund the unearned portion of any pre -paid fees. 9. ESSENTIAL BASIS OF BARGAIN. You acknowledge and agree that the fees we charge reflect the overall allocation of risk between Lis, including by means of the provisions for limitation of liability, indemnity and exclusive remedies described in this Agreement. Such provisions form an essential basis of the bargain between Lis and a modification of such provisions Would affect Substantially the fees charged by Forecast5 hereunder, In consideration of such fees, you agree to Such allocation of risk and hereby waive any and all rights, through equitable relief or otherwise, to subsequently seek a modification of such provisions or allocation of risk. 10. CHANGES TO THIS AGREEENIENT OR THE SERVICES. This Agreement may only be modified by written amendment, signed by both parties. 11. TERMINATION. Forecast5 may immediately and without notice suspend or Agreement No. 5888 permanently discontinue the Services provided to you, if you fail to comply with this Agreement, or if you no longer agree to receive electronic communications (see Section 0.5). You may also terminate your subscriptions it-, accordance with Section 2. Upon termination you must immediately stop using the applicable Services. Any termination of this Agreement shall not affect FOrecast5's rights to any payments due to it. F0Fecast5 may terminate a free Service/aCCOLInt at any tirne. Other requirements regarding termination or cancellation of the Services may apply based on the specific ordering terms for the Services provided to you. Sections 1, 2, 4, 5.1, 5.4. and 7 through 15 will Survive and remain in effect even if the Agreement is terminated, cancelled or rescinded, 12. GOVERNING LAW, JURISDICTION, LEGAL FEES, ETC. California state law governs this Agreement without regard to its conflicts of laws provisions. With respect to any Suit, action or proceeding relating to this Agreement the undersigned irrevocably submits to the jurisdiction of the federal court located in Los Angeles, California or state Court in Los Angeles, California, which submission shall be exclusive. Forecas'15 prohibits accessing materials from countries or states where contents are illegal. You are accessing this website on your Own initiative and You are responsible for compliance with all applicable laws. In the event of legal action to enforce rights Linder this Agreement, all costs and expenses incurred by the prevailing party, including reasonable attorneys' fees and court costs, will be paid by the other party. 132. NO WAIVER. No failure on the part of either of Lis to exercise, and no delay in exercising, any right, power, or privilege will operate as a waiver 'thereof; not, will any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The waiver by either of us of any default Or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. 14. GENERAL. This Agreement is the entire agreement between you and Forecast5 and replaces all prior understandings, communications and agreements, oral or written. regarding its subject n,iatter, This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above, If any Court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that provision will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable, The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. This Agreement is an agreement between the Parties, and confers no rights Upon any of the Parties' employees, agents, contractors or customers, or upon any other person or entity, except as may be set forth in Sections 2.5, 7 or 8. The words "hereof," "herein" and "hereunder" and other words of similar import refer to this Agreement as a whole, as the sarne array frorn time to time be amended Or Supplemented, and not to any subdivision contained in this Agreement. The word "including" when used herein is not intended to be exclusive and means "including, but not limited to." The word "or" when used herein is not intended to be exclusive unless the context clearly requires otherwise. You cannot assign or transfer ownership of this Agreement to anyone Agreement No. 5888 WithOUt the prior written approval of Forecast5, However, Forecast5 1,11ay assign or transfer it without YOLN' consent to (a) a Forecast5 affiliate. (b) another company through a sale of assets by Forecast5 Or (C) a SUccessor by merger. Any assignment in violation of this Section shall be void. 15. INSURANCE. Before commencing performance under this Agreement, and at all other times this Agreement is effective, Forecast5 will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Tvne 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. 00 01 04-13. 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 Forecast5 shall provide (30) days written notice in the event the coverage is substantially changed, canceled or non -renewed. Professional liability coverage will be on a "claims made" basis. When coverage is provided on a "claims made basis," Forecast5 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 Forecast5 for all claims made by City arising out of any errors or omissions of Forecast5, or its officers, employees or agents during the time this Agreement was in effect. Technology Errors and Omissions Liability Insurance will cover third party claims per terms and conditions of the policy arising out of any act, error, omission or breach of Agreement No. 5888 contract provision of Forecast5s technology services, including loss arising from destruction of data, in the amount set forth above per occurrence. Cyber Liability Insurance to cover third party loss per terms and conditions of the policy from hacking attack or virus emanating from or passed through Forecast5s 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, other than Cyber, Professional, and E&O, 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. Forecast5 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:Vll." Should Forecast5, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may, following written notice to Forecast5 and affording Forecast5 a reasonable opportunity to cure, obtain such coverage at Forecast5's expense and deduct the cost of such insurance from payments due to Forecast5 under this Agreement or terminate this Agreement.