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<br />INSURANCE NOT REQUIRED
<br />WORK M~Y PROCEED
<br />CLERK OF COUNCIL
<br />1\- ::2\-02' SUBSCRIPTION AGREEMENT
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<br />N-2008-151
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<br />P.O. #
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<br />Systems
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<br />LICENSOR: Zonar Systems, Inc. (Zonar)
<br />A Wash in gton Corporation
<br />J95181ntemational Blvd., Ste 101
<br />Seattle, W A 98188
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<br />Quotation #
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<br />8070289
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<br />Telephone: 206.878.2459
<br />Fax: 206.878.3082
<br />Website: \\i\V\,".zollar~.Y~lql]s.r.;.~)m
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<br />SUBSCRIBER:
<br />City of Santa Ana Public Works
<br />Attn: Purchasing Div M-16
<br />20 Civic Center Plaza
<br />Santa Ana, CA 92701
<br />Telephone: 818.548.3916
<br />Fax: 818.409.7001
<br />Emaii: mnunez@ci.glendale.ca.us
<br />Location: Santa Ana, CA
<br />Data Retention Cycle (Data Archive Service Period):
<br />W 90 Days r Annual
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<br />StlBSCRIPTION: Zonar grants Subscriber a limited right to access and use its fleet telematics suite of solutions called Zonar Ground Traffic Contro(D,\
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<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. An 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 one (1) year and shall automatically renew for additional one year terms unless a cancellation notice is received by
<br />Zonar at least 30 days before the anniversary date of the Agreement. Zonar and Subscriber may terminate at any time with 90 Jays notice.
<br />QLlOTATlO~: 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 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 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.
<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 afar relating to Subscriber's negligent, misuse, inability to use or 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 software contain trade secrets, know how and
<br />other inteUectual 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 of this 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 coveTing the Hardware.
<br />Subscriber agrees that, upon Zonar's request, Subscriber will sign and deliver such documents for filing purposes.
<br />LIMITED WARRANT\': 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 PURPOSE, AND ANY WHICH MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF
<br />TRADE. Zonar owns all rights to license the use of the hardware and software (System), and Zonar will defend Subscriber in the event that the Subscriber is
<br />challenged as to its tights to use the System.
<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 />t.:NTIRE AGREKI\:IENT: 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 />GOVER.~I1\G 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 in Orange County, California
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<br />READ AND AGREED
<br />Subscriber:
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<br />Print Name:
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<br />Date:
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