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Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential <br />Information, including informing its employees who Dandle the Confidential Information that it is <br />confidential and is not to be disclosed to others, but these precautions will be at least the same degree of <br />care that the receiving Party applies to its own confidential information and will not be less than <br />reasonable care; and use the Confidential Information only in furtherance of the perfonnance of this <br />Agreement, Confidential Information is and will at all tunes remain the property of the disclosing Party, <br />and no grant of any proprietary rights in the Confidential Information is given or intended, including any <br />express or implied license, other than the limited right of the recipient to use. the Confidential <br />Information in the manner and to the extent permitted by this Agreement. Motorola agrees to maintain <br />the confidentiality of all City and City - related records and information pursuant to all statutory laws <br />relating to privacy and confidentiality that currently exist or exist at any time during the term of this <br />Contract. All such records and information shall be considered confidential and kept confidential by <br />Motorola and its staff, agents and employees. <br />16. Software Licensing: The Software License Agreement attached to this Agreement as Exhibit A <br />applies. <br />17. Purchase Order: If the City issues a purchase order ( "Purchase Order "), it will do so <br />concurrently with execution of this contract. Any additional or conflicting terms and conditions in the <br />Purchase Order will have no effect. <br />18. Insurance Provisions: Before performing any services under this Agreement, Motorola will <br />provide all required insurance at its expense and will deliver to the City an ACORD form Certificate of <br />Insurance and all endorsements required herein, and will keep such insurance coverage and the <br />certificate on file with the City during the entire term of this Agreement. In addition, all subcontractors <br />performing work on behalf of Motorola pursuant to this Agreement shall obtain similar insurance as <br />determined by the Motorola Insurance Department, excluding Professional Liability which does not <br />apply to subcontractors. Motorola is responsible for all self-insured retentions (SIRs) and deductibles. <br />If Motorola fails to maintain the agreed insurance for the full term of this contract, the City may <br />terminate this contract in accordance with the default and termination provisions. <br />Qualified Insurer: Minimum insurance company ratings as determined by the most current edition of the <br />Best's Key Rating Guide /Property- Casualty/United States or ambest.com shall be A- (Secure A.M. <br />Best's Rating) and VIII (Financial Size Category). The policy or policies of insurance must be issued by <br />an insurer authorized to do business in the state of California. The policy or policies of insurance <br />maintained by the Contractor shall provide the minimurm limits and coverage as set forth below: <br />Coverage <br />Minimum .Limits <br />$2,000,000 per occurrence <br />Commercial General Liability <br />4,000,000 general policy <br />e ate <br />Automobile Liability including <br />_a <br />coverage <br />for owned, non -owned and hired <br />$1,000,000 per occurrence <br />vehicles <br />Workers' Compensation <br />Statutory <br />Employers' Liability Insurance <br />$1,000,000 per occurrence <br />City of Santa Ana <br />MCC7500 P25 Dispatch Migration and Subscribers <br />02 April 2015 <br />Use or disclosure of this proposal Is subject <br />to the restrictions on the cover page. <br />QMotorola Solutions Confidential Restricted Terms and Conditions 8 -5 <br />