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<br />SUBSCRIPTION AGREEMENT
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<br />P.O. #
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<br />SUBSCRIBER:
<br />City of Santa Ana Public Works
<br />215 S. Center, Santa Ana, CA 92703
<br />Telephone: 714.647.3348
<br />Fax: 714.647.3539
<br />Email: tprice@ci.santa-ana.ca.us
<br />Location: Santa Ana, CA
<br />Data Retention Cycle:
<br />M 90 Days r Annual
<br />SUBSCRIPTION: Zonar grants Subscriber a limited right to access and use its fleet telematics suite of solutions called Zonar Ground Traffic Control™
<br />including its Electronic Vehicle Inspection Report System ("EVIR@") during the Term and at the Location(s) set forth above exclusively for Zonar's current
<br />service offerings and as provided in the Terms of Use. All rights not expressly granted to Subscriber are reserved to Zonar.
<br />SERVICES: Zonar will provide Subscriber with the Services including activation, 24/7 access to EVIRSOFT™ (Fleet Management Web Application),
<br />email & phone support, software upgrades, daily account monitoring, monthly executive summary reporting and annual site visit, provided Subscriber is not
<br />in breach of any obligation under this Agreement.
<br />TERM: This Agreement shall remain for.. days for the period of the pilot project. Upon completion of the pilot project and return of the equipment to
<br />Zonar, the agreement will be void. If the Subscriber continues to use the equipment, then upon received payment, the agreement shall remain for one (I)
<br />year terms and shall automatically renew for additional one year terms unless a cancellation notice is received by Zonar at least 30 days before the
<br />anniversary date of the Agreement. Zonar may terminate at any time with 90 days notice.
<br />QUOTATION: The attached Quotation sets forth the Hardware and Services to be delivered to Subscriber under this Agreement, the prices, and delivery
<br />terms and any additional terms applicable thereto. The Quotation shall be good for 30 days and upon execution of this Agreement by Subscriber shall
<br />constitute a binding purchase order.
<br />FEES: All fees and charges (including the Subscription Fee) are subject to change on the annual anniversary date of this Agreement upon at least thirty (30)
<br />days written notice. All fees and charges are "net" and are not subject to set off or reduction. The initial Subscription Fee is due upon execution of this
<br />Agreement and all other fees and charges are due as provided in the attached Quotation. Thereafter, the annual Subscription Fee shall be due and payable in
<br />advance on annual anniversary date ofthis Agreement. An administrative late charge of 1.5% per month will be charged on all past due amounts.
<br />REMEDIES: Breach by Zonar. Subscriber agrees that its sole remedy as a subscriber or renter for defective equipment or as a renter for equipment worn
<br />due to normal use is the repair and replacement of the equipment free of charge by Zonar. Zonar shall not be liable to Subscriber or any third party for any
<br />general, special, punitive, incidental, indirect or consequential damages, or any lost profits or business, arising out of this agreement.
<br />Breach by Subscriber. If Subscriber fails to make any payment due or otherwise violates any term or condition of this Agreement, Subscriber may be
<br />declared in default upon notice and failure to cure for 15 days. Upon declaration of default, all amounts due under this Agreement during the entire term
<br />hereof shall become immediately due and payable including, without limitation, the cost to repair or replace damaged equipment, interest and costs and
<br />expenses of collection. Zonar shall also have the right to terminate this Agreement and recover all rental equipment and software as well as any other remedy
<br />permitted by law.
<br />Subscriber shall defend, indemnify and hold Zonar harmless from and against any claim, cause of action, demand, cost, expense (including attorneys' fees),
<br />loss suit, proceeding, damage and liability of any kind arising out of or relating to Subscriber's use or inability to use the System or unauthorized use of the
<br />System, including, without limitation, any by the owner of the premises and/or property on which the System is installed; any by the owner, operator, or
<br />insurer of any vehicle or equipment for which the System is used; and any by any person claiming injuries arising from the use of any vehicle or equipment
<br />for which the System is used.
<br />INTELLECTUAL PROPERTY: Subscriber acknowledges and agrees that Subscriber's rights with respect to Hardware, whether rented or purchased, are
<br />limited to the right to use the same with the System as provided in the Subscriber Materials. The hardware and software contain trade secrets, know how and
<br />other intellectual property belonging to Zonar. Under no circumstances shall Subscriber sell or transfer any purchased Hardware, reconstruct or repair such
<br />Hardware, or reverse engineer or otherwise attempt to learn the trade secrets, know how or other intellectual property embodied therein.
<br />SECURITY AGREEMENT: If Subscriber rents the Hardware, Subscriber hereby grants to Zonar a security interest in the Hardware, all proceeds,
<br />products, rents or profits from the sale, casualty loss or other disposition thereof. Subscriber authorizes Zonar to file a copy ofthis Agreement as a financing
<br />statement and appoint Zonar or its designee as attorney-in-fact for Subscriber and to execute and file a financing statement covering the Hardware.
<br />Subscriber agrees that, upon Zonar's request, Subscriber will sign and deliver such documents for filing purposes.
<br />LIMITED WARRANTY: Zonar warrants that the Hardware provided under this Agreement is free from material defects in workmanship for a period of
<br />one year for hardware purchased by Subscriber. THIS LIMITED WARRANTY IS MADE TO SUBSCRIBER ONLY AND IS IN LIEU OF ALL OTHER
<br />WARRANTIES, EXPRESS OR IMPLIED. Zonar EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS
<br />FOR A PARTICULAR PURPORSE, AND ANY WHICH MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF
<br />TRADE.
<br />DISCLAIMER: Subscriber is solely responsible for controlling access to the System, reviewing inspection reports, and taking appropriate action with
<br />respect to vehicles for which inspection reports have been submitted using the System.
<br />ENTIRE AGREEMENT: This Agreement (including Terms of Use, EULA, ID Agreements and Quote) constitutes the entire agreement between Zonar
<br />and Subscriber with respect to the subject matter hereof, and supersedes all previous written agreements between Zonar and Subscriber with respect to such
<br />subject matter.
<br />GOVERNING LAW: The parties agree that this Agreement shall be interpreted under the laws of the State of California, and that jurisdiction and venue
<br />shall be only in Orange County, CA.
<br />READ AND AGREED
<br />Subscriber:
<br />
<br />Systems
<br />
<br />LICENSOR: Zonar Systems, Inc. (Zonar)
<br />A Washington Corporation
<br />18200 Cascade Ave. S, Ste 200
<br />Seattle, W A 98188
<br />Telephone: 206.878.2459
<br />Fax: 206.878.3082
<br />Website: www.zonarsystems.com
<br />
<br />Quotation #
<br />
<br />7092082
<br />
<br />Print Name: David N. Ream
<br />- -
<br />
<br />Date:
<br />
<br />Pilot Project Memorandum of Understanding
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