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<br />C`;;~~«~~ ~,,; z z r>I a~~L CLERK OF COUNCIL
<br />Z N/~t~'TE' l ( ~~ ~'~BSCRIPTION AGREEMENT
<br />S y s t e m s
<br />P.O.
<br />N-2008-151
<br />Quotation # 8070289
<br />LICENSOR: Zonar Systems, Inc. (Zonar) SUBSCRIBER:
<br />A Washington Corporation City of Santa Ana Public Works
<br />19518Intetnational Blvd., Ste 101 Attn: Purchasing Div M-16
<br />Seattle, WA 98188 20 Civic Center Plaza
<br />Santa Ana, CA 92701
<br />Telephone: 206.878.2459 Telephone: 818.548.3916
<br />Fax: 206.8783082 Fax: 8]8.409.7001
<br />Website: www.zonarsvstems.com Email: mnunez@Ci.glendale.ca.us
<br />Location: Santa Ana, CA
<br />Bata Retention Cycle (Data Archive Service Period):
<br />[~'.. 90 Days (~ Annual
<br />SLBSCRll'TION: Zonaz grants Subscriber a limited right to access and use its fleet telematics suite of solutions called Zonaz Ground Traffic Control
<br />including its Electronic Vehicle Inspection Report System ("EVIIt®") during the Term and at the Location(s) set forth above exclusively for Zonar's current
<br />service offerings and as providedin the Terms of Use. Al] rights not expressly granted to Subscriber aze reserved to Zonar.
<br />SERVICES: Zonar will provide Subscriber with the Services including activation, 2M7 access to EVB2SOFT~ (Fleet Management Web Application),
<br />email & phone support, software upgrades, daily account monitoring monthly execufive 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 one (1) year and shall automatically renew for additional one yeaz terms unless a cancellazion notice is received by
<br />Zonar at least 30 days before the anniversary date of the Agreement. Zonaz and Subscriber 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. Al] fees and chazges are "net" and aze 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, [he annual Subscription Fee shall be due and payable in
<br />advance on annual anniversary daze of this 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 wom
<br />due to normal use is the repair and replacement of the equipment Gee 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 [errrr 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 Ageement 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 al] rental equipment and software.
<br />Subscriber shall defend, indemnify and hold Zonar harmless from and against any claim, cause of action, demand, cost, expense, damage and liability arising
<br />out of or relating to Subscriber's negligent, misuse, inability to use ar unauthorized use of the System.
<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 sottwaze 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 repay such
<br />Hardware, or reverse engineer or otherwise attempt to ]earn the trade secrets, know how or other intellectual pmperty embodied therein.
<br />SECURITY AGREEMENT: If Subscriber rents the Hardware, Subscriber hereby grants to Zonaz a security interest in the Hardware, a0 proceeds,
<br />products, rents or profits from the sale, casualty loss or other disposition thereof. Subscriber authorizes Zonaz to file a copy of this Agreement as a financing
<br />statement and appoint Zonar or its designee as attorney-in-fact for Subscriber and to execute and Sle a financing statement covering the Harclware.
<br />Subscriber agrees that, upon Zonar's request, Subscriber will sign and deliver such documents for filing purposes.
<br />LIMITED WARRANTY: Zonar warrants that [he Hardware provided under this Agreement is free from material defects in workmanship for a period of
<br />one yeaz for hardware purchased by Subscriber. THIS LIMTTED WARRANTY 15 MADE TO SUBSCRIBER ONLY AND IS IN LIEU OF ALL OTHER
<br />WARRANTIES, EXPRESS OR IMPLIED. Zonar EXPRESSLY DISCLAIMS ANY A9PLIED W,4RRANTY OF MERCHANTABILITY AND FITNESS
<br />FOR A PARTICULAR PURPOSE, AND ANY WHICH MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALWG OR USAGE OF
<br />TRADE. Zonar owns all rights to license the use of the hardwaze and software (System), and Zonaz will defend Subscriber in the event that the Subscriber is
<br />challenged as to its tights to use the System.
<br />DISCLAIME& 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 [his Agreement shall be interpreted under the laws of the State of California, and that jurisdiction and venue
<br />shall be in Orange County, California
<br />READ AND AGREED
<br />Subscriber: _ Print Name: Date:
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