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E204 (Products and Services) <br />REV: 07-22-25 MI <br />February 14, 2025 <br />c.Esri has no obligation to defend an Infringement Claim or to indemnify Customer to the extent the Infringement <br />Claim arises out of (i) the combination or integration of Esri Offerings or Services with a product, process, <br />system, or element that Esri has not supplied or specified in the Specification; (ii) alteration of Esri Offerings <br />or Services by anyone other than Esri or its subcontractors; (iii) compliance with Customer’s specifications; or <br />(iv) use of Esri Offerings or Services after Esri either provides a modified version to avoid infringement or <br />terminates Customer’s right to use the Esri Offerings or Services. <br />B.5.3 General Indemnity. Esri will defend and hold all Indemnitees harmless from, and indemnify any Loss <br />arising out of, any Claim for bodily injury, death, or tangible or real property damage brought against any of the <br />Indemnitees to the extent arising from any negligent act or omission or willful misconduct by Esri or its directors, <br />officers, employees, or agents performing Services while on Customer’s site. <br />B.5.4 Conditions for Indemnification. As conditions for indemnification, Indemnitee will (i) promptly notify Esri in <br />writing of the Claim, (ii) provide all available documents describing the Claim, (iii) give Esri sole control of the <br />defense of any action and negotiation related to the defense or settlement of any Claim, and (iv) reasonably <br />cooperate in the defense of the Claim at Esri’s request 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.Technology E&O/Cyber liability including Network Security & Privacy with a minimum coverage of <br />$1,000,000 claims made from, retro date 7/16/87. <br />d.Prior to City’s execution of this Agreement, Esri shall provide to Customer certificates of insurance and <br />above-referenced blanket endorsements. Policies to which this Article B.6 refers have a blanket <br />endorsement honoring a contractual requirement to add another entity as an additional insured (except <br />for Workers’ compensation) and to include a waiver of subrogation in favor of such entity. In these cases <br />the certificate of insurance will be annotated to confirm that Customer is covered under the blanket <br />endorsement <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 />ATTY/AGR.2025.178/Environmental Systems Research Institute, Inc.(ESRI Agreement for Services) (Page 12 of 31)