HomeMy WebLinkAboutZONAR SYSTEMS 2City of Santa Ana
Clerk of the Council c c ? 0 /0
AGREEMENT TERMINATION FORM
COTC Office Use Only
Please complete this form when the attached agreement and all
amendments (if any) are no longer in effect. ?}[) SEP 27 PH 4- 16
Return form to the Clerk of the Council Office (M-30). CIT [j -:, rA ANA
Call 647-2520 if you have any questions. CLr-Rk 0 L-COUNCIL
The agreement with ZONAR SYSTEMS
No. N-2008-151 was completed on 1 1 /20/09 and final payment has been made.
(List all amendments. Use space below if needed.)
,yy Department: Public Works Agency
aZ?? ryn? Phone/Ext.: X3303
Signature:
CJ ^7 /r}?'?rJr ?
Date: 9/22/10
Revised 04-12-10
City of Santa Ana C ?Q/?
= Cleric of the Council
AGREEMENT TERMINATION FORM
Please complete this form when the attached agreement and all amendments (if any ?.rA ?
are no longer in effect ?RK pF ?GC)UNCti?
Retum form to the Clerk of the Council Office (M-30).
Call 647-2520 if you have any questions.
iogNo . ` S was. completed on and final payment has been made.
The agreement with
below if needed.)
Department:
Phone/Ext.:
Signature- JD
Date: OC'3 ( V
wised 07-22-09
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C`;;~~«~~ ~,,; z z r>I a~~L CLERK OF COUNCIL
Z N/~t~'TE' l ( ~~ ~'~BSCRIPTION AGREEMENT
S y s t e m s
P.O.
N-2008-151
Quotation # 8070289
LICENSOR: Zonar Systems, Inc. (Zonar) SUBSCRIBER:
A Washington Corporation City of Santa Ana Public Works
19518Intetnational Blvd., Ste 101 Attn: Purchasing Div M-16
Seattle, WA 98188 20 Civic Center Plaza
Santa Ana, CA 92701
Telephone: 206.878.2459 Telephone: 818.548.3916
Fax: 206.8783082 Fax: 8]8.409.7001
Website: www.zonarsvstems.com Email: mnunez@Ci.glendale.ca.us
Location: Santa Ana, CA
Bata Retention Cycle (Data Archive Service Period):
[~'.. 90 Days (~ Annual
SLBSCRll'TION: Zonaz grants Subscriber a limited right to access and use its fleet telematics suite of solutions called Zonaz Ground Traffic Control
including its Electronic Vehicle Inspection Report System ("EVIIt®") during the Term and at the Location(s) set forth above exclusively for Zonar's current
service offerings and as providedin the Terms of Use. Al] rights not expressly granted to Subscriber aze reserved to Zonar.
SERVICES: Zonar will provide Subscriber with the Services including activation, 2M7 access to EVB2SOFT~ (Fleet Management Web Application),
email & phone support, software upgrades, daily account monitoring monthly execufive summary reporting and annual site visit, provided Subscriber is not
in breach of any obligation under this Agreement.
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
Zonar at least 30 days before the anniversary date of the Agreement. Zonaz and Subscriber may terminate at any time with 90 days notice.
QUOTATION: The attached Quotation sets forth the Hardware and Services to be delivered to Subscriber under this Agreement, the prices, and delivery
terms and any additional terms applicable thereto. The Quotation shall be good for 30 days and upon execution of this Agreement by Subscriber shall
constitute a binding purchase order.
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)
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
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
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.
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
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
general, special, punitive, incidental, indirect or consequential damages, or any lost profits or business, arising out of this agreement.
Breach by Subscriber. If Subscriber fails to make any payment due or otherwise violates any [errrr or condition of this Agreement, Subscriber may be
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
hereof shall become immediately due and payable including, without limitation, the cost to repair or replace damaged equipment, interest and costs and
expenses of collection. Zonar shall also have the right to terminate this Agreement and recover al] rental equipment and software.
Subscriber shall defend, indemnify and hold Zonar harmless from and against any claim, cause of action, demand, cost, expense, damage and liability arising
out of or relating to Subscriber's negligent, misuse, inability to use ar unauthorized use of the System.
INTELLECTUAL PROPERTY: Subscriber acknowledges and agrees that Subscriber's rights with respect to Hardware, whether rented or purchased, are
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
other intellectual property belonging to Zonar. Under no circumstances shall Subscriber sell or transfer any purchased Hardware, reconstruct or repay such
Hardware, or reverse engineer or otherwise attempt to ]earn the trade secrets, know how or other intellectual pmperty embodied therein.
SECURITY AGREEMENT: If Subscriber rents the Hardware, Subscriber hereby grants to Zonaz a security interest in the Hardware, a0 proceeds,
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
statement and appoint Zonar or its designee as attorney-in-fact for Subscriber and to execute and Sle a financing statement covering the Harclware.
Subscriber agrees that, upon Zonar's request, Subscriber will sign and deliver such documents for filing purposes.
LIMITED WARRANTY: Zonar warrants that [he Hardware provided under this Agreement is free from material defects in workmanship for a period of
one yeaz for hardware purchased by Subscriber. THIS LIMTTED WARRANTY 15 MADE TO SUBSCRIBER ONLY AND IS IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED. Zonar EXPRESSLY DISCLAIMS ANY A9PLIED W,4RRANTY OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, AND ANY WHICH MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALWG OR USAGE OF
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
challenged as to its tights to use the System.
DISCLAIME& Subscriber is solely responsible for controlling access to the System, reviewing inspection reports, and taking appropriate action with
respect to vehicles for which inspection reports have been submitted using the System.
ENTIRE AGREEMENT: This Agreement (including Terms of Use, EULA, ID Agreements and Quote) constitutes the entire agreement between Zonar
and Subscriber with respect to the subject matter hereof, and supersedes all previous written agreements between Zonar and Subscriber with respect to such
subject matter.
GOVERNING LAW: The parties agree that [his Agreement shall be interpreted under the laws of the State of California, and that jurisdiction and venue
shall be in Orange County, California
READ AND AGREED
Subscriber: _ Print Name: Date:
z
INSURANCE NOT REQUIRED
WORK M~Y PROCEED
CLERK OF COUNCIL
1\- ::2\-02' SUBSCRIPTION AGREEMENT
N-2008-151
.
!
P.O. #
Systems
LICENSOR: Zonar Systems, Inc. (Zonar)
A Wash in gton Corporation
J95181ntemational Blvd., Ste 101
Seattle, W A 98188
Quotation #
8070289
Telephone: 206.878.2459
Fax: 206.878.3082
Website: \\i\V\,".zollar~.Y~lql]s.r.;.~)m
SUBSCRIBER:
City of Santa Ana Public Works
Attn: Purchasing Div M-16
20 Civic Center Plaza
Santa Ana, CA 92701
Telephone: 818.548.3916
Fax: 818.409.7001
Emaii: mnunez@ci.glendale.ca.us
Location: Santa Ana, CA
Data Retention Cycle (Data Archive Service Period):
W 90 Days r Annual
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StlBSCRIPTION: Zonar grants Subscriber a limited right to access and use its fleet telematics suite of solutions called Zonar Ground Traffic Contro(D,\
including its Electronic Vehicle Inspection Report System ("EVIR~\') during the Term and at the Location(s) set forth above exclusively for Zonar's current
service offerings and as provided in the Terms of Use. An rights not expressly granted to Subscriber are reserved to Zonar.
SERVICES: Zonar will provide Subscriber with the Services including activation, 24/7 access to EVIRSOFT™ (Fleet Management Web Application),
email & phone support, software upgrades, daily account monitoring, monthly executive summary reporting and annual site visit, provided Subscriber is not
in breach of any obligation under this Agreement.
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
Zonar at least 30 days before the anniversary date of the Agreement. Zonar and Subscriber may terminate at any time with 90 Jays notice.
QLlOTATlO~: The attached Quotation sets forth the Hardware and Services to be delivered to Subscriber under this Agreement. the prices, and delivery
terms and any additional terms applicable thereto. The Quotation shall be good for 30 days and upon execution of this Agreement by Subscriber shall
constitute a binding purchase order.
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)
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
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
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.
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
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
general, special, punitive, incidental. indirect or consequential damages, or any lost profits or business, arising out of this agreement.
Breach by Subscriber. If Subscriber fails to make any payment due or otherwise violates any term or condition of this Agreement, Subscriber may be
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
hereof shall become immediately due and payable including, without limitation, the cost to repair or replace damaged equipment, interest and costs and
expenses of collection. Zonar shall also have the right to terminate this Agreement and recover all rental equipment and software.
Subscriber shall defend, indemnify and hold Zonar harmless from and against any claim, cause of action, demand. cost, expense, damage and liability arising
out afar relating to Subscriber's negligent, misuse, inability to use or unauthorized use of the System.
INTELLECTUAL PROPERTY: Subscriber acknowledges and agrees that Subscriber's rights with respect to Hardware, whether rented or purchased, are
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
other inteUectual property belonging to Zonar. Under no circumstances shall Subscriber sell or transfer any purchased Hardware, reconstruct or repair such
Hardware, or reverse engineer or otherwise attempt to learn the trade secrets, know how or other intellectual property embodied therein.
SECURITY AGREEMENT: If Subscriber rents the Hardware, Subscriber hereby grants to Zonar a security interest in the Hardware, all proceeds,
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
statement and appoint Zonar or its designee as attorney-in-fact for Subscriber and to execute and file a financing statement coveTing the Hardware.
Subscriber agrees that, upon Zonar's request, Subscriber will sign and deliver such documents for filing purposes.
LIMITED WARRANT\': Zonar warrants that the Hardware provided under this Agreement is free from material defects in workmanship for a period of
one year for hardware purchased by Subscriber. THIS LIMITED WARRANTY IS MADE TO SUBSCRIBER ONLY AND IS IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED. Zonar EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE, AND ANY WHICH MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF
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
challenged as to its tights to use the System.
DISCLAIMER: Subscriber is solely responsible for controlling access to the System, reviewing inspection reports, and taking appropriate action with
respect to vehicles for which inspection reports have been submitted using the System.
t.:NTIRE AGREKI\:IENT: This Agreement (including Terms of Use, EULA, ID Agreements and Quote) constitutes the entire agreement between Zonar
and Subscriber with respect to the subject matter hereof, and supersedes all previous written agreements between Zonar and Subscriber with respect to such
subject matter.
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
shall be in Orange County, California
READ AND AGREED
Subscriber:
Print Name:
Date:
IK WITNESS WHEREOF, the City of Santa Ana, has execnted this Subscription Agreement this ~
day of November, 2008.
ATTEST: ~
~:~yv "i
PATRlCIAE:HEAZy
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W, FLETCHER
City Attorney
'I'
By: <' ').(v.
Laura Sheedy
Assistant City Attorn
I
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CITY OF SANTA ANA
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DAVID N, REAM
City Manager
TERMS OF USE
J. DEFINlT10NS.
(a) "Hardware" means the Zonar 2010 Handheld , RFID time clack, vehicle mount, RFID asset and zone tags, RFID cards, Reader
EVIRNET GPS, Driver Information Center, DataTrac, AirTmq
Dormload Station, EVIRNET 900 vehicle mount and base station,
RFID hour meter, training video, ZonarCom CD, and other devices comprising the System identified in attached Quotation.
(b) "In[ellecmal Propert}/' means copyrights, trademarks and service marks (whether registered or unregistered), trade secrets, patents,
patent applications, contract rights, know-how and other proprietary rights.
(c) "Software" means the firmware in the Hardware, ZonarCom (used to transmit reports to Zonar's Servers), and Zonar Ground
Traffic ControlTM (Zonar's Web Based Prog[am), ZTIP (time & attendance), zAlertsTM (missed inspection notification), RedBoard'"'
(real time out-of-service status), and any other software associated with the System, including the associated computer code.
(d) "Subscriber Materials" means the materials designated as such provided by Zonar to Subscriber regarding use of [he System.
(e)"Subscription Fee" means the annual fee for the right to access and use [he System se[ forth in the attached Purchase Order.
(f) "Terms of Use" shall mean all roles, terms and conditions set forth in this Agreement or otherwise established now or hereafter by
Zonar regarding permissible or impermissible uses of; or activities related [c, the System.
2. SUBSCRIBER OBLIGATIONS.
(a)(i) Internet access to Zonar's server through an Internet service provider, (ii) hardware and software to enable such connection, and
(iii) any permissions or authorizations required for such connection.
(b) Subscriber is responsible for ensuring that only authorized persons have access to the System and for the security of Subscriber's
computer system and [he connection to ZonarWeb, without limitation: (i) ensuring that Subscriber's password and all other means and
methods of access to the System are kept absolutely confidential and that all Users and Drivers comply with the terms of the ID
Agreements; (ii) ensuring that any telephone numbers or any information relating to the System, the security ofthe System, the
encryption methods used and all or any other security features are kept absolutely confidential; and (iii) ensuring that the use of the
System by Subscriber is under [he control and authority ofa proper and adequately trained employee.
(c) Subscriber will install, use, maintain and remove the Hardware according to Zonar's specifications, will safeguard the Hardware
Gom loss or damage of any kind, and will not permit anyone other than an authorized representative ofZonar to perform any work on
the Hardware. Except for ordinary wear and tear covered by the limited warranty, Subscriber is responsible for all Hardware
damaged, destroyed, lost or stolen while in Subscriber's possession and shall be liable for the cost ofrepair or replacement of the
Hardware and remain responsible for the Subscription Fee during any such repair or replacement period.
(d) If Subscriber is not the owner ofthe property upon which Hardware and Software are to be installed, Subscriber shall obtain the
written consent ofthe owner of the premises and/or property £or Zonar personnel and/or its agents to enter the premises for the
purposes of installing, maintaining and retrieving the same.
3. DATA STORAGE.
(a) Subscriber understands that unless Subscriber purchases data archive services, Zonar will have the right ro purge all data submitted
by Subscriber as follows: (i) Zonar will retain data submitted to the System by Subscribers selecting 90 days for a period of ninety
(90) days Deleting data on the 91" day on a rollover cycle and (ii) Zonar will retain data submitted to the System by Subscribers
selecdng annual for twelve (12) months and on July 1 of each year will copy the data to CD and provide the CD to such Subscribers,
after which Zonar will purge the data from the System and begin another twelve (12) month retention cycle. Unless Subscriber has
made other arrangements in writing with Zonar, all data submitted using the System may be purged as provided above.
(b) Subscriber shall be solely responsible for printing data and inspection reports for vehicles involved in an accident. Subscriber
understands and agrees that Zonar is not required to retain records except as provided in Paragraph 3a or in a separate written
agreement.
4. OWNERSHIP.
(a) Subscriber goofs Zonar the right to use all data submitted to the System for any and all purposes, including [o purge such data as
provided in Section 3 and to create compilations of such data. Subscriber agrees [hat Zonar shall own all compilations of [he data
created by or for Zonar.
(b) The System and the components provided by Zonar for the Subscriber's use are protected by patent, copyrighS trade secret,
trademark, international treaties, and other laws. Subscriber agrees that Zonar owns all proprietary rights in the System and any
corrections, enhancements, updates or other modifications, including custom modifications, thereto, whether made by Zonar or any
third party.
(c) At all times during and after the termination or expiration of this Agreement. Subscriber and its employees and agents shall
maintain the confidentiality of trade secret information. Subscriber shall not disclose any such proprietary information concerning the
System, including any flow charts, logic diagrams, user manuals and screens, [o persons not an employee of Subscriber without the
prior written consent ofZonar.
5. SUBSCRIBER POLICIES.
Subscriber understands that the System records data submitted by the Operator regarding the time, date, location, type ofinspection,
equipment inspected, and [he inspector. The System does not verify [hat an inspection has actually been conducted or the results.
Zonar SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY WTTH RESPECT TO INSPECTIONS CONDUCTED BY OR
FOA SUBSCRIBER.
6. WAIVER.
Failure by Zonar to enforce any of its rights hereunder shall no[ constitute a waiver of any such rights. No waiver by either parry of
any breach or default shall be deemed to be a waiver of any preceding or subsequent breach or default.
ZS TOU091108 Page 1 of 1
GRANT OF LICENSE. The Software Products are licensed, not sold. This EULA
grants Licensee (City of Santa Ana) the following rights:
1. Grant. Licensee may install and use the Softwaze Products on computers located at
Licensee's place of business to be used in conjunction with Zonar's system for
Licensee's business, pursuant to the terms and conditions herein. This license provides no
ownership interest.
2. Description of Other Rights and Limitations on Reverse Engineering, De-
compilation, Disassembly, Copying and Distribution. Licensee may not reverse
engineer, de-compile, or disassemble the softwaze products.
3. Software Transfer. Licensee may not sub-license or otherwise transfer its rights
under this EULA without prior written permission of licensor. Licensee may not copy or
distribute the Software Products except as provided in paragraph 1 without Zonar's
express, written approval.
4. Software Updates. Zonar may from time to time, update, modify, improve or
enhance the Software Products solely at its option. Zonar may make these software
updates available to subscriber. Any updates made available to subscriber shall be
covered by this EULA.
5. Warranty and Disclaimer.
5.1 Subscriber acknowledges and agrees that performance of the Software Products
may vary, depending on Subscriber's hardwaze and operating system, and other factors
beyond Zonaz's control, and that Zonar does not warrant that the Software will meet
Subscriber's requirements or perform continuously without error. However, subject to
the limitations set forth in Sections 6 and 7, Zonar warrants that the Software will
perform as part of the System substantially as provided in the Documentation, provided
that the Software is used only on the equipment and in the environment for which it was
designated and configured. This limited warranty is given to Subscriber only and may
not be transferred to any other person.
5.2 ZONAR DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE
SOFTWARE, EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF
MERCHANTABILITY ORFITNESS FOR A PARTICULAR PURPOSE,
WARRANTY OF COMPATIBILITY WITH OTHER SOFTWARE PRODUCTS, OR
ANY WARRANTY AGAINST INTERFERENCE WITH ENJOYMENT OF THE
SOFTWARE OR AGAINST INFRINGEMENT) OTHER THAN THE LIMITED
WARRANTY PROVIDED UNDER PARAGRAPH 5.1 ABOVE. EXCEPT FOR THIS
LIMITED WARRANTY, SUBSCRIBER WAIVES ANY AND ALL WARRANTIES
WHICH MIGHT HAVE ARISEN, OR MIGHT LATER ARISE, FROM COURSE OF
PERFORMANCE OR DEALING, OR USAGE OF THE TRADE AND RELEASES
Page 1 of 4
ZONAR FROM ALL LIABILITY FOR LOSS OR DAMAGE SUSTAINED
RELATING THERETO.
6. Exclusive Remedies. Subscriber's exclusive remedies under the limited warranty
provided under Paragraph 5 are as follows:
6.1 If notified by Subscnber in writing of a problem during the warranty period,
Zonar, at its option, will either (a) at no charge repair or replace each item of Software to
make the item operate as warranted, or (b) refund to Subscriber the amount actually paid
by Subscriber for such item. Zonar makes no warranty and shall incur no liability for
defects in the Softwaze or damages resulting therefrom in the event that Subscriber (a)
modifies the Software, (b) operates the Software or uses it for a purpose other than as
specified by Zonar, (c) operates the Software on computer products or devices that do not
meet the minimum system configuration as set forth in the documentation or as notified
by Zonar, or (d) breaches this Agreement in any way.
6.2 THE WARRANTIES, OBLIGATIONS, AND LIABILITIES OF ZONAR AND
THE RIGHTS, CLAIMS AND REMEDIES OF SUBSCRIBER SPECIFICALLY SET
FORTH IN SUBSCRIBER'S SUBSCRIPTION AND LICENSE AGREEMENT WITH
ZONAR ARE EXCLUSIVE. SUBSCRIBER HEREBY RELEASES ZONAR FROM
ALL OTHER WARRANTIES, OBLIGATIONS, AND LIABILITIES AND HEREBY
WAIVES ALL OTHER RIGHTS, CLAIMS, AND REMEDIES AGAINST ZONAR,
ITS OWNERS, OFFICERS, OR EMPLOYEES, EXPRESS OR IMPLIED, ARISING
BY LAW OR OTHERWISE, WITH RESPECT TO ANY AND ALL EQUIPMENT,
SOFTWARE, OR OTHER TANGIBLE OR INTANGIBLE ITEMS OR SERVICES
PROVIDED UNDER THIS AGREEMENT.
7. Limitation of Liability.
7.1 ZONAR SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO
SUBSCRIBER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER
(INCLUDING BUT NOT LIMITED TO LOSS OF USE, REVENUE, PROFIT, OR
DATA), WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT,
WARRANTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, ARISING
OUT OF THIS AGREEMENT, THE SOFTWARE TO BE LICENSED THEREUNDER,
AND/OR THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF ZONAR
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT SHALL THE LIABILITY TO SUBSCRIBER IN CONNECTION WITH THIS
AGREEMENT, THE SUBSCRIBER'S SUBSCRIPTION AND LICENSE
AGREEMENT WITH ZONAR, OR THE SOFTWARE, REGARDLESS OF THE
FORM OF CLAIM OR ACTION OR FAILURE OF ESSENTIAL PURPOSE, EXCEED
THE VALUE OF ONE MONTH'S SUBSCRIPTION FEE PAID BY SUBSCRIBER TO
ZONAR UNDER SUBSCRIBER'S SUBSCRIPTION AND LICENSE AGREEMENT,
NOT TO EXCEED $1,000.
Page 2 of 4
7.2 Subscriber acknowledges and agrees that the fees charged by Zonar for the
Software reflect the allocation of risks provided by the foregoing limitation of liability.
By using the Software, Subscriber acknowledges and represents that it has read and
understands these allocations of risk limiting the liability of Zonar, and that it understands
that a modification of the allocation of risks set forth in this Agreement would affect the
fees charged by Zonar, and that Subscriber, in consideration of such fees, agrees to such
allocation of risk.
S. Termination Without Prejudice to Any Other Rights. Zonar may terminate this
EULA if Licensee fails to comply with the terms and conditions of the EULA. In such
event, Licensee must destroy all copies of its software product and all of its component
parts.
9. Copyright and Patent. All title and copyrights in and to the Software Products
including but not limited to any images, photographs, animations, video, audio, music,
text, and "applets" incorporated into the software products, the accompanied printed
materials and any copies of the software products are owned by Zonar, and are protected
under U.S. copyright law, as well as applicable copyright treaties. Removal or obscuring
of any copyright, trademark notice or restriction legend is prohibited.
10. Attorney's Fees; Governing Law and Jurisdiction. In any action to enforce this
agreement, the prevailing party shall be entitled to recover, in addition to any and all
other relief, his reasonable costs and expenses incurred in such enforcement action. The
parties agree that the state and federal courts in Orange County, California, shall have
exclusive jurisdiction with respect to any dispute arising out of this agreement. This
agreement shall be construed and enforced in accordance with the laws of the State of
California, without giving effect to its choice of law provision.
11. Export Licensing. Licensee shall not use or otherwise export or re-export the
Software or any underlying or information or technology except in full compliance with
all United States and other applicable laws and regulations. In particular, but without
limiting the generality of the foregoing, none of the Software or underlying information
or technology maybe downloaded or otherwise exported or re-exported (i) into (or to a
national or resident of) Cuba, Iran, North Korea, Sudan, or Syria or any other country to
which such export or re-export would be contrary to U.S. Department of Commerce
Export Administration Regulations or (ii) to anyone on the U.S. Treasury Department's
list of Specially Designated nationals or the U.S. Commerce Department's Denied
Agreement, Licensee agrees to the foregoing and represents and warrants that Licensee is
not located in, under control o~ or a national or resident of any above-referenced country
or list.
12. Government User.
12.1. U.S. GOVERNMENT RIGHTS. If End User is an agency, department, or other
entity of the United States Government, or funded in whole or in part by the United
States Government, then use, duplication, reproduction, release, modification, disclosure
or transfer of this commercial product and accompanying documentation, is restricted in
Page 3 of4
accordance with the LIMITED or RESTRICTED rights as described in DFARS 252.227-
7014(a)(1) (JUN 1995) (DaD commercial compnter software definition), DFARS
227.7202-1 (DaD policy on commercial compnter software), FAR 52.227-19 (JUN
1987) (commercial software clause for civilian agencies), DFARS 252.227-7015 (NOV
1995) (DaD technical data- commercial items clause); FAR 52.227-14 Alternates I, II,
and III (JUN 1987) (civilian agency technical data and noncommercial computer
software clause); and/or FAR 12.211 and FAR 12.212 (commercial item acquisitions), as
applicable. In case of conflict between any of the FAR and DF ARS provisions listed
herein and this License, the construction that provides greater limitations on the
Government's rights shall control. Contractor/manufacturer is Tele Atlas North America,
Inc., II Lafayette Street, Lebanon, NH 03766-1445. Phone: 603.643.0330. The
Licensed Products are @ 1984-200_ by Tele Atlas North America, Inc. ALL RIGHTS
RESERVED. For purpose of any public disclosure provision under any federal, state or
local law, it is agreed that the Licensed Products are a trade secret and a proprietary
commercial product and not subject to disclosure.
12.2. If End User is an agency, department, or other entity of any State government, the
United States Government or any other public entity or funded in whole or in part by the
United States Government, the end user hereby agrees to protect the Software Products
from public disclosure and to consider the software Products exempt from any statute,
law regulation, or code, including any Sunshine Act, Public Records Act, Freedom of
Information Act, or equivalent, which permits public access and/or reproduction or use of
the Software Products shall be terminated and considered immediately null and void.
Any copies of the Software Products held by Licensee shall immediately be destroyed. If
a court of competent jurisdiction considers this clause void and unenforceable, in whole
or in part, for any reason, this EULA shall be considered terminated and null and void, in
its entirety and any and all copies ofthe Software Products shall be immediately
destroyed.
13. Injunctive Relief. Subscriber acknowledges that copying or unauthorized use ofthe
software or other violations of the terms of this agreement would irreparably injure
Zonar, which injury could not be adequately compensated for by money damages.
Subscriber agrees that Zonar may seek and obtain injunctive relief for breach or
threatened breach of any provision ofthis agreement. In addition to, and not in limitation
of other legal remedies.
Page 4 of 4
Quotation
MAil
Systems
18200 Cascade Ave. S., Suite 200
Seattle, WA 98188
Phone: 206-878-2459
Fax: 206-878-3082
Quote Number:
8070289
Quote Date:
Jul 2, 2008
Page:
1
Quoted to:
City of Santa Ana Public Works
Attn: purchasing Div M-16
20 Civic Center Plaza
Santa Ana, CA 92701
USA
Customer ID Good Thru Shipping Terms Payment Terms Sales Rep
SAN0434 8/1/08 F.G.B. Shipping Point Net 30 Days MAA760
Quantity Item Description Unit Price Extension
i 14.00 EPK4 I"VIRNET GPS GSM System, Includes GSM Device, 947.95 13,271.30
010 Handheld, Vehicle Mount, Asset & Zone
~ags & 2ea Operator Cards
1. 00 Less $2395.00 for paid pilot 2,395.00 -2,395.00
14.00 SANN4 EVIRNET GPS GSM Annual Service 239.88 3,358.32
9.00ZAcrl GSM Activation per unit 25.00 225.00
1.00bINS2 On Site Training Day 700.00 700.001
1. 00 INS 3 ~stimated Travel Expense s : airfare, hotel, 750.00 750.00
car Billed at cost
1. 00 ZFR8 ~stimated Freight Charges. Equipment is 20.25 20.25
shipped UPS ground from Seattle
I
!
Subtotal 15,929.87
Sales Tax 860.35
Freight
Total 16,790.22
Amici, Sandra
From:
Sent:
To:
Cc:
Subject:
Attachments:
Mitre-Ramirez, Norma
Tuesday, December 09, 200B 2:34 PM
Brizzolara, Richard
Amici, Sandra
ZONAR
ZONAR TRACKING SYSTEM PILOT PROGRAM.pdf; ZONAR SYSTEMS.pdf
Hello Breezy,
Per our conversation, please check if the agreement with Zonar (N-200B-151) requires the vendor's signature.
Also, we had received a termination slip for agreement N-200B-012 with Zonar and you indicated that the termination
slip was sent in error thus, we will remove the termination slip and make this file active again.
If you have any questions, please feel free to give Sandra
- I~ ~/H"~' ;'/'/i"
City of Santa Ana
Clerk of the Council Office
20 Civic Center Plaza, M-30
P.O. Box 1988
Santa Ana, CA 92702
(714) 647-6520
FAX (714) 647-6956
1