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E204 April 1, 2022
<br />REV: 09-20-2022 SK
<br />B.5.4 Conditions for Indemnification. As conditions for indemnification, but for those defined as Infringement
<br />Claims (see B.5.2 c.), Indemnitee will (i) promptly notify Esri in writing of the Claim, (ii) provide all available
<br />documents describing the Claim, (iii) give Esri sole control of the defense of any action and negotiation related to
<br />the defense or settlement of any Claim, and (iv) reasonably cooperate in the defense of the Claim at Esri's request
<br />and expense.
<br />B.5.5 This section sets forth the entire obligation of Esri, its authorized distributor, and its third party
<br />licensors regarding any Claim for which Esri must indemnify Customer.
<br />ARTICLE B.6 INSURANCE
<br />If Esri is providing Services, Esri will carry, at a minimum, the following coverage:
<br />a. Comprehensive general liability or commercial general liability with a minimum coverage of $1,000,000.00
<br />(US dollars) combined single limit per occurrence for bodily injury, including death, and property damage
<br />liability to include the following:
<br />1. Premises and operations;
<br />2. Blanket contractual liability;
<br />3. Broad form property damage;
<br />4. Independent contractors;
<br />5. Personal injury, with employee exclusion deleted; and
<br />6. Completed operations.
<br />7. Include the City, its councilmembers, commissioners, officers, and employees as an additional insured
<br />b. Workers' compensation insurance, with waiver of subrogation, in an amount that complies with statutory
<br />limits.
<br />c. Prior to City’s execution of this Agreement, Esri shall provide to Customer certificates of insurance and
<br />above-referenced blanket endorsements.
<br />ARTICLE B.7 SECURITY AND COMPLIANCE
<br />B.7.1 Security. Esri publishes its security capabilities at https://trust.arcgis.com. Customer may give Esri personnel
<br />access to Customer systems or to Customer or third-party personal information, controlled information, or sensitive
<br />data if access is essential for Esri's performance of Services and if Esri expressly agrees to such access. Esri will
<br />use reasonable administrative, technical, and physical safeguards to protect such data and guard against
<br />unauthorized access. Customer bears responsibility to (i) confirm that Esri's published security and privacy controls
<br />meet all applicable legal requirements for protection of Customer Content and (ii) upload or share Customer Content
<br />through Cloud Services only when it is legal to do so. Esri is not responsible to review Customer Content to ensure
<br />compliance with applicable laws and regulations. Customer must contact Esri at securesupport@esri.com for
<br />further instruction before providing any Customer Content that requires security measures other than Esri's
<br />published security capabilities.
<br />B.7.2 Malicious Code. Esri will use commercially reasonable efforts to ensure that Esri Offerings will not transmit
<br />any Malicious Code to Customer. Esri is not responsible for Malicious Code that Customer introduces to Esri
<br />Offerings or that is introduced through Third-Party Content.
<br />B.7.3 Export Compliance. Each party will comply with all applicable export and trade sanctions laws and
<br />regulations, including the US Department of Commerce's Export Administration Regulations (EAR), the US
<br />Department of State's International Traffic in Arms Regulations (ITAR), the US Department of Treasury, Office of
<br />Foreign Assets Control (OFAC) Regulations, and other applicable export laws. Customer will not export, reexport,
<br />transfer, release, or otherwise dispose of, in whole or in part, or permit access to or transfer or use of Services or
<br />Esri Offerings to any United States embargoed countries currently including Iran, Syria, North Korea, Cuba, Crimea
<br />region of Ukraine, the Donetsk People's Republic (DNR) and Luhansk People's Republic (LNR), or denied entities
<br />or persons except in accordance with all then-current applicable US government export laws and regulations.
<br />Customer will not export, reexport, transfer, or use Services or Esri Offerings for certain missile, nuclear, chemical,
<br />or biological activities or end uses without proper authorization from the US government. Customer shall
<br />immediately notify Esri in writing if any US government entity or agency denies, suspends, or revokes Customer's
<br />export privileges. Customer will not upload, store, or process in Cloud Services any Customer Content that (i) has
<br />ATTY/AGR.2022.349/ESRI (Page 19 of 25)
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