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<br /> <br />~AR@ <br /> <br />Systems <br /> <br />Opv PILOT PROJECT <br />~emorandum of Understanding <br />between <br />Zonar Systems, Inc. and City of Santa Ana <br /> <br />N-2008-012 <br /> <br />This MEMORANDUM OF UNDERSTANDING made this 15 day of January 2008 between Zonar Systems, Inc., a <br />Washington Corporation with a business address at 18200 Cascade Ave. S, Suite 200, Seattle, WA 98188 ("Zonar") <br />and City of Santa Ana with a business address at 215 S. Center Bldg #J, Santa Ana, CA 92703. <br /> <br />WHEREAS Zonar and City of Santa Ana are desirous of coordinating and working jointly to implement, train, <br />operate, evaluate and report on the pilot project for Zonar EVIR products and services. <br /> <br />NOW THEREFORE the parties agree as follows: <br /> <br />1. PROJECT: The project will entail a project manager to be assigned from both parties. Managers will identify <br />measurable objectives and metrics for objective outcomes. Baselines will be established if possible for all <br />objectives to be measured enabling Zonar influence to be measured on Fleet performance. <br /> <br />2. PRODUCT: The product ("Products") that will be implemented under this pilot project is Zonar's EvirNet <br />GPS GSM system. This Product is used for the systematic reporting of equipment safety. Related services <br />("Services") as set forth in Attachment A are offered by Zonar. <br /> <br />3. TERM: The initial term of this pilot project shall be for a period of 1 month. The term may be extended <br />thereafter in one month increments up to a maximum of 3 months. <br /> <br />4. PRICING: The price for the Base System, EVIRNEpM System, and GPS System are set forth in your quote. <br /> <br />5. TERMINATION: This pilot project will be terminated by either party upon 14 days written notice. Upon <br />termination, City of Santa Ana will return to Zonar all the Products and related information provided for pilot <br />project by Zonar. <br /> <br />6. TERMS OF PILOT PROJECT: Zonar will outline the project as described in attached Appendix Band <br />provide necessary Products and Services for $2,395.00 for the period of the aforementioned term. In <br />exchange, City of Santa Ana will prepare the report as set forth in attached Appendix C at the end of the <br />pilot project based on the data generated by Zonar. City of Santa Ana shall decide whether or not to <br />purchase the Products and Services from Zonar at the end of the term. Should the project result in a <br />favorable overall outcome the intent by City of Santa Ana is to outfit City of Santa Ana fleet and move into a <br />subscription agreement with Zonar for EVIR Products and Services. In case City of Santa Ana decides not to <br />purchase, City of Santa Ana shall return Zonar all the Products and related information provided by Zonar. In <br />the case where Zonar does not get all the Products returned within a month, it is deemed to be purchased by <br />City of Santa Ana and Zonar will issue an invoice for all unreturned products. <br /> <br />IN WITNESS WHEREOF the undersigned being duly authorized representatives of the parties hereto, have signed <br />this MEMORANDUM OF UNDERSTANDING on the day and year first above written. <br /> <br />By:______________________ <br />Andrew Lee <br />Director of Sales <br /> <br />::tY_Oir~~ <br />~~ <br />;:;a9.e'. Ai- <br />~~~4L ~ <br />Patricia E. Healy, Clerk of the Council <br /> <br />Zonar Systems, Inc. <br /> <br /> <br />Ja es G. Ross <br />ecutive Director - Public Works <br /> <br />Pilot Project Memorandum of Understanding <br /> <br />:;Jf~o <br /> <br />'t <br />'I' <br /> <br />'~? <br /> <br />Page 1 of 5 <br />