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Docusign Envelope ID: DA411727-B3A7-4B6F-AC98-ED7692626C6A
<br />MS5A 4: 00045246
<br />Master Security Services Agreement
<br />12. Insurance
<br />12.1 Minimum Scope and Limit of Insurance eSentire 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 eSentire 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's
<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 eSentire 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 e5entire'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. e5entire'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 eSentire under this Agreement.
<br />c. For any claims related to this contract, e5entire'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 whore 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 17 (2023-11)
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