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INSURANCE NOT REQUIRED N-2011-156 WORK MlAY PROCEED CLERK OF COUNGL DATE. ? AN 1 9 2p12 VEHICLE FLEET TESTING AGREEMENT THIS AGREEMENT is entered into as of the 16th day of December, 2011 between CODA Automotive, Inc., a corporation organized and existing under the laws of the state of Delaware ("CODA"), and City of Santa Ana ("Evaluator"). WHEREAS, in order to assess the suitability of the 2012 model CODA sedan vehicle for the fleet buyer market, CODA desires to provide Evaluator with the Vehicles (defined below) in order that Evaluator may perform testing and analysis related to the quality, performance and suitability of the CODA vehicle. WHEREAS, Evaluator desires to operate the Vehicles, to perform the testing described herein, to assess suitability of the Subject Vehicles for fleet ownership and to report the results of the foregoing to CODA. CODA and Evaluator hereby agree as follows: 1. Subiect Vehicles and Term. CODA shall make the vehicles identified by the four (4) digit serial number and described on Exhibit A hereto (the "Vehicles") available to Evaluator for a period of 7-14 days; provided, however, that CODA may retrieve the Vehicles or replace any Vehicle at any time upon two (2) days notice to Evaluator. Evaluator understands that the Vehicles are not production level and that final validation testing and regulatory certification has not yet been completed. CODA shall retain ownership of the Vehicles at all times throughout the term of this Agreement and the performance of the Services (defined below). 2. Testine. Evaluator shall perform the testing, evaluation and reporting services as described in (a) the log book delivered with each Vehicle and (b) the testing report requests accessible to Evaluator on the CODA web portal or call center, in accordance with the specific instructions given to Evaluator upon commencement of the testing period (the "Services"). Evaluator will notify CODA when any Vehicle odometer has reached 7500 miles. 3. Testing Report. Evaluator will compile requested evaluation information in the log book for evaluation reporting and will return the completed log book to CODA upon expiration of the Term. In addition, Evaluator will complete regular testing report requests online through the CODA web portal or through the call center, as specified by CODA, on a weekly basis. In the event Evaluator will be testing a Vehicle for a period of less than one week, Evaluator will complete the regular testing report within 2 days of completing the testing. 4. Data Collection Device. The Vehicles may be equipped with a data collection device to capture various types of data required by CODA to evaluate the vehicle testing results. 5. Insurance. a. Evaluator agrees that it maintains and shall continue to maintain throughout the