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Docusign Envelope ID:DA411727-B3A74B6F-AC98-ED7692626C6A
<br /> MSSA 9:00045246
<br /> Master Security Services Agreement
<br /> 12. Insurance
<br /> 12.1 Minimum Scope and Limit of Insurance e5entire shall procure and maintain for the duration of the contract
<br /> insurance against claims for security breaches, system failures,injuries to persons,damages to software, and
<br /> damages to property (including computer equipment),theft,or other misuse of Client's data, infringement of
<br /> intellectual property, invasion of privacy and breach of data, which may arise from or in connection with the
<br /> performance of the work hereunder by e5entire,its agents,representatives,or employees.
<br /> Coverage shall be at least as broad as:
<br /> a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an
<br /> "occurrence" basis, including products and completed operations, property damage, bodily injury and
<br /> personal&advertising injury with limits no less than$1,000,000 per occurrence and$2,000,000 general
<br /> aggregate.
<br /> b. Cyber Liability:Insurance,with limits not less than$2,000,000 per occurrence or claim and $2,000,000
<br /> aggregate.Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken
<br /> by e5entire in this agreement and shall include,but not be limited to,claims involving security breach,
<br /> system failure, data recovery, business interruption, cyber extortion, social engineering, infringement
<br /> of intellectual property, including but not limited to infringement of copyright,trademark,trade dress,
<br /> invasion of privacy violations, information theft, and release of private information. The policy shall
<br /> provide coverage for breach response costs,regulatory fines and penalties as well as credit monitoring
<br /> expenses.
<br /> c. Technology Professional Liability Errors and Omissions Insurance (E&O): appropriate to e5entire'5
<br /> profession and work hereunder, with limits not less than $2,000,000 per occurrence and $2,000,000
<br /> aggregate.Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken
<br /> by e5entire in this agreement and shall include, but not be limited to, claims involving business
<br /> interruption, damage to or destruction of electronic information, and alteration of electronic
<br /> information. The policy shall provide coverage for eSentire's failure to provide professional services
<br /> and/or products under this Agreement. The Policy shall include,or be endorsed to include,damage to,
<br /> alteration of, loss of, or destruction of electronic data and/or information "property' of Client in the
<br /> care,custody,or control of e5entire.
<br /> d. Workers' Compensation as required by the State of California, with statutory limits, and Employer's
<br /> Liability insurance with limits of no less than$1,000,000 per accident,policy,employee,for bodily injury
<br /> or disease.
<br /> 12.2 Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain
<br /> the following provisions:
<br /> a. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be
<br /> covered as additional insureds, under eSentire's CGl and E&O policies, with respect to any liability
<br /> arising out of work or operations performed by or on behalf of the e5entire including materials, parts,
<br /> equipment,and personnel furnished in connection with such work or operations.
<br /> b. eSentire's Insurance companies agree to waive all rights of subrogation against City of Santa Ana,its City
<br /> Council, its officers,officials,employees,agents,and volunteers for losses paid under the terms of any
<br /> policy which arise from work performed by e5entire under this Agreement.
<br /> c. For any claims related to this contract,eSentire's insurance coverage shall be primary and any insurance
<br /> maintained by City of Santa Ana, its City Council,its officers, officials,employees,agents,or volunteers
<br /> shall not contribute with it.
<br /> d. A severability of interest provision must apply for all the additional insureds, ensuring that eSentire's
<br /> insurance shall apply separately to each insured against whom a claim is made or suit is brought,except
<br /> with respect to the insurer's limits of liability.
<br /> City of Santa Ana•March 26,2025 Page 10 of 12(2023-11)
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