MOTOROLA CREDIT CORPORATION AND MOTOROLA SOLUTIONS -2015

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10. Conflict of Interest— Contractor's Personnel: The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could resnit'in a conflict with the best interests of the City, The Contractor's efforts shall include, but not be limited to establishing precautions to prevent its employees or agents from malting, receiving, providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to appear to influence individuals to act contrary to the best interests of the City. 11. Contractor's Project Manager and Key Personnel: Contractor shall appoint a project manager to direct the Contractor's efforts in fulfilling Contractor's obligations under this Contract concerning the console installation and testing. This project manager shall be subject to approval by the City and shall not be changed without the written consent of the City's project manager, which consent shall not be unreasonably withheld. The Contractor's Proj cot Manager shall be assigned to this project for the duration of this Contract and shall diligently pursue all work and services to meet the project time lines. The City's Proj cot Manager shall have the right to require the removal for good cause and replacement of the Contractor's Project Manager from providing services to the City under this Contract. The City's Proj ect Manager shall notify the Contractor in writing of such action. The Contractor shall accomplish the removal within three (3) business days after written notice by the City's Proj cot Manager, The City's Project Manager shall review and approve the appointment of the replacement for the Contractor's Project Manager, 12. Data — Title To: All materials, documents, data or information obtained from the City data files or any City medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the City. Ali materials, documents, data or information, including copies, must be returned to the City at the end of this Contract, 13. Debarment: Contractor shall certify that neither contractor nor its principles are presently debarred, proposed for debarment, declared ineligible or voluntarily excluded from participation in the transaction by any Federal department cr agency. Where contractor as the recipient of federal funds, is unable to certify to any of the statements in the certification, contractor must include an explanation with their bid /proposal. Debarment, pending debarment, declared ineligibility or voluntary exclusion from participation by any Federal department or agency may result in the bid /proposal being deemed non - responsible. 14. Entire Contract; This Contract and all of its attachments comprise the entire Contract between the Contractor and the City, Additional or new terms contained in this Contract which vary from the Contractor's proposal are deemed accepted by the Contractor by execution of this Contract or other commencement of performance hereunder. All previous proposals, offers, discussions, preliminary understandings, and other communications relative to this Contract, oral or written, are hereby superseded, except to the extent that they have incorporated into this Contract. No future waiver of, exception to, addition to, or alteration of any of the terms, conditions and/or provisions of this Contract shall be considered valid unless specifically agreed to in writing by both parties. 15. Gratuities: The Contractor warrants that no gratuities, in the form of entertahnment, gifts or otherwise, were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City with a view toward scouring the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, the City shall have the right to terminate the Contract, either in whole or in part, and any direct loss or damage sustained by the City in procuring on the open market any services which the Contractor agreed to supply shall be borne and paid for by the Contractor. The rights and remedies of the City provided City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. a Motorola Solutions Confidential Restricted Terms and Conditions 8-9