HomeMy WebLinkAbout4963 RESOLUTION NO. 4 9 6 3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR
AND CITY CLERK TO EXECUTE A SUBSCRIPTION
AGREEMENT BETWEEN THE CITY OF AUBURN AND
ZONAR FOR ELECTRONIC FLEET MANAGEMENT
SERVICE
WHEREAS, City staff has determined that an Electronic Fleet Management
("EFM") system would help monitor fuel economy and vehicle maintenance; and
WHEREAS, Zonar Systems, Inc. supplies EFM technology; and
WHEREAS, staff entered into a three month pilot test with Zonar, and
recommends entering into a longer term agreement;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. That the Mayor and City Clerk are hereby authorized to execute a
Subscription Agreement between the City and Zonar for Electronic Fleet Management
Services which agreement shall be in substantial conformity with the agreement
attached hereto as Exhibit A and incorporated herein by this reference
Section 2. That the Mayor is authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation. ,
---------------------------
Resolution No. 4963
June 17, 2013
Page 1 of 2
Section 3. That this Resolution shall take effect and be in full force upon
passage and signatures hereon.
Dated and Signed this --5!day of ae -� 2013.
TY OF AUBURN
PETER B LEWIS, MAYOR
ATTEST:
Danielle E. Daskam, City Clerk
APPR FO
7A
iel B Heid, I y Attorney
--------------------------
Resolution No. 4963
June 17, 2013
Page 2 of 2
SUBSCRIPTION AGREEMENT P.O.#
(Purchase)
Z CNAR Quotation#Q134676
INSPECT • TRACK • KNOW
LICENSOR:Zonar Systems, Inc (Zonar) SUBSCRIBER-
A Washington Corporation City of Auburn,Washington
18200 Cascade Ave S.,Suite 200 25 W Main St
Seattle,WA 98188 Auburn,WA 98001
'Telephone:206:978.2459 Telephone:253-288-3160 Fax:
Fax:206.878.3082 Email:rtiedemamCmauburnwa.gov
Website: www.zonarsystems.com Location.Auburn,WA
Customer Type.State and Local—SL
GPS Data Retention: ❑ 6 Months ® Annual
SUBSCRIPTION: Zonar grants Subscriber a limited right to access and use its fleet telemaiies well application and related software during the
Term and at the Location(s)set forth above exclusively for Zonar's current service offerings and as provided in the attached Terns of Use All rights
not expressly granted to Subscriber are reserved to Zonar.
SERVICES: Zonar will provide Subscriber with the Services including activation, 24/7 access to Zonar Ground Traffic Commit" (Fleet
Management Web Application), email & phone support, software upgrades, daily account monitoring, and all associated wireless data charges,
provided Subscriber is not in breach of any obligation under this Agreement.
TERM: This Agreement will commerce upon the Effective Date and continue thereafter for three (3)years(the"Initial Term"). , Subscriber may
opt to renew for additional one year terms (together with the Initial Term. the perm"), subject to payment by Subscriber of the then current
Subscription Fees,if Subscriber provides Zonar written notice of its intent rreFto renew this Agreement at least sixty(60)days prior to the expiration
of the then current term. The Terns of Use may be subject to modification on 30 days' notice by Zonar. Early temrination fees will be waived if
Subscriber provides reasonable evidence that funding was not approved.
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: After the Initial Tenn, 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. Any amounts not paid when due
shall bear interest at the rate of one and one half percent(1.5%)per month, or the maximum legal rate if less. Zonar shall be entitled to withhold
performance and suspend the Service until all amounts due are paid in full.
REMEDIES: Breach by Zonar. Subscriber agrees that its sole remedy as a subscriber for defective equipment during the warranty period is the
repair and replacement of the equipment. Zonar shall not be liable to Subscriber or any third parry 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 falls 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 recoser any other remedy permitted by law.
INTELLECTUAL PROPERTY: Zonar retains all right, title and interest and all related intellectual property rights in and to the Service and
Zonar's Confidential Information. including any corrections, enhancements, updates of other modifications, including custom modifications,thereto,
whether made by Zonar, Subscriber or any third party. Except as expressly set froth herein, no express or implied license or right of any kind is
granted to Subscriber regarding the Service or any part thereof 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. Subscriber agrees that Zonar may collect data iegaIn ing Subscriber's use of the Service and analyze,use and disclose such data in
an aggregated format("Aggregated User Data") for Zonar's business purposes,provided such Aggregated User Data is not personally identifiable or
subscriber identifiable.
LIMITED WARRANTY: Zonar warrants that the Hardware provided under this agreement is free from all material defects in workmanship under
normal use and service. Zonar's warranty period for its Hardware is as follows: V Series HD GPS Product Line—5 Years; EVIRTM—3 Years;All
Other Hardware—1 Year. The warranty period runs from the date of shipment. Provided that the Hardware is used and handled as intended,Zonar
will replace any failed or functionally impaired Hardware with equivalent Hardware in terns of performance and functionality. This warranty does
not apply to any Hardware that has been misused, altered, willfiilly abused or that has been damaged due to improper installation by the customer
Hardware installations must follow Zonar's equipment specific installation guidelines. If product returned is determined to be damaged due to any of
the aforementioned circumstances,the Customer will be charged the price of a refurbished unit plus shipping and handling. Return of any Hardware
requires a Return Material Authorization (RMA) number. All RMA's must be pre-authorized by Zonar Customer Care at: E-mail:
Z(-NAM I ELECTRONIC FLEET MANAGEMENT
INSPECT • TRACK • KNOW W .2onarsystems.COm
Customerearel,anonarsystems.com. Phone: 1 877 THE EVIR. 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.
DISCLAIMER: Subscriber is solely responsible for controlling access to the System, reviewing inspection reports, and taking appropriate action
w ith respect to vehicles for which inspection reports have been submitted using the System.
ENTIRE AGREEMENT: This Agreement (including Terms of Use, EULA, ID Agreements (optional suggestions for Subscriber to consider in
implementing a verified inspection program)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.
CONTROLLING TERMS: All products licensed or purchased by Subscriber from Zonar during the term of this Agreement shall be subject to the
terms and conditions of this Agreement Any terms or conditions appearing on the face or reverse side of any purchase order,acknowledgment, or
confirmation that are different from or in addition to those required hereunder shall not be binding on the Parties,even if signed and returned,unless
both Parties agree in a separate writing to be bound by such ditTerem or additional terns and conditions.
GOVERNING LAW: The parties agree that this Agreement shall be interpreted under the laws of the State of Washington,and that jurisdiction and
venue shall be only in King C�- mgton.
ELECTRONIC COPIES: Facsinmle_or scanne §ignata LsuLbe deemed originals.
^''x_ _ l
READ AND AGREED
Subscriber ,{ Print Name:�,z�� �.+r+ � - Dater \ 'QYd13
i" cc
Zonar _ l Print Name: Michael C. King Date: C� 7
Rev 24Jan2013
18200 Cascade Ave S Seattle, WA 98188-4728
Toll-Free 1.877.843.3847 Phone 206.878.2459 Fax 206.878.3082
ZONAR ( ELECTRONIC FLEET MANAGEMENT
INSPECT • TRACK • KNOW www.zonarsystems.com
ZONAR END USER LICENSE AGREEMENT
GRANT OF LICENSE: The Software Products are licensed,not sold.This EULA grants Licensee the following rights:
1. Grant. Licensee may install and use the Software Products on computers located at Licensee's place of business to be used
in conjunction with Zonar's web based applications 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, Decompilation, Disassembly; Copying and
Distribution. Licensee may not reverse engineer,de-compile,or disassemble the Software 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 I 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
hardware and operating system, and other factors beyond Zonar's control, and that Zonar does not warrant that the Software Products
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 Products will perform as part of Zonar's web based application substantially as described,
provided that the Software Products are used only on the equipment and in the environment for which they were designated and
configured. This limited warranty is given to Subsciber 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 OR FITNESS 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 ZONAR FROM ALL LIABILITY FOR LOSS OR DAMAGE
SUSTAINED RELATING THERETO.
6. Exclusive Remedies. Subscriber's exclusii,e remedies under the limited warranty'provided under Paragraph 5 are as follows:
6.1 If notified by Subscriber in writing of a problem during the warranty period, Zonar, at its option, will either(a) at no charge
repair or replace each Software Product 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 Software Products or damages
resulting therefrom in the event that Subscriber (a) modifies the Software Product, (b) operates the Software Product or uses it for a
purpose other than as specified by Zonar, (c) operates the Software Product 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
18200 Cascade Ave. S. Seattle, WA 98188-4728
Toll-Free 1.877.843.3847 Phone 206.878.2459 Fax 206.878.3082
dC9 lj` t I ELECTRONIC FLEET MANAGEMENT
INSPECT • TRACK • KNOW www.zonarsystems.com
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 ANY UNPAID SUBSCRIPTION FEES REMAINING TO
BE PAID BY SUBSCRIBER TO ZONAR UNDER SUBSCRIBER'S SUBSCRIPTION AND LICENSE AGREEMENT, NOT TO
EXCEED THE MAXIMUM VALUE OF THE AGREEMENT
7.2 Subscriber acknowledges and agrees that the fees charged by Zonar for the Software Products reflect the allocation of risks
provided by the foregoing limitation of liability By using the Software Product, 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.
8. Termination Without Prejudice to Any Other Rights. Zonar may terminate this EULA if Licensee fails to comply with
the terms and conditions of the FULA. 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 attorney's fees, costs and expenses incurred in such
enforcement action. The parties agree that the state and federal courts in King County, Washington,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 Washington, without giving effect to its choice of law provision.
11. Export Licensing. Licensees shall not use or otherwise export or re-export the Software Products 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 may be 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 of,or a national
or resident of any above-referenced country or list.
12. Government User.
12.1 U.S. GOVERNMENT RIGHTS. If Licensee is an agency, department, or other entity of the United States Government, or
funded in whole or in pan by the United States Government, then use, duplication, reproduction, release,modification, disclosure or
transfer of this commercial product and accompanying documentation, is restricted in accordance with the LIMITED or
RESTRICTED rights as described in DFARS 252.227- 7014(a)(1) (JUN 1995) (DOD commercial computer software definition),
DFARS 227 7202-1 (DOD policy on commercial computer software), FAR 52.227-19 (JUN 1987) (commercial software clause for
18200 Cascade Ave. S. Seattle, WA 98188-4728
Toll-Free 1.877.843.3847 Phone 206.878.2459 Fax 206.878.3082
b LI'®IAR I ELECTRONIC FLEET MANAGEMENT
INSPECT • TRACK • KNOW www.zonarsystems.com
civilian agencies), DFARS 252.227-7015 (NOV 1995) (DOU technical data—commercial items clause);FAR 52.227-14 Alternates I,
]I, and III (JLQ4 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 DFARS provisions listed herein
and this License,the construction that provides greater limitations on the Government's rights shall control. 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. Washington's Public Records Act Zonar acknowledges that Subscriber is subject to Chapter 42.56 of the Revised Code of
Washington "Public Records Act." As such, Subscriber may receive requests for documents related to this Agreement, which
documents may contain Confidential Information. Notwithstanding any other provision of this Section 12.2, if the City receives a
request for documents that may apply to the Software Products, Subscriber will notify Zonar of the request. Zonar shall have fifteen
(15) calendar days after the City sends notification to obtain an injunction preventing Subscriber from releasing the documents. Zonar
agrees that if a court of competent jurisdiction orders Subscriber to release the documents, and to pay penalties, costs, or attorney's
fees based on Zonar's assertion of an exemption to the Public Records Act,Zonar will reimburse Subscriber in full:
13. Injunctive Relief. Subscriber acknowledges that copying or unauthorized use of the 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 of this agreement,
in addition to,and not in limitation of other legal remedies.
18200 Cascade Ave. S. Seattle, WA 98188-4728
Toll-Free 1.877.843.3847 Phone 206 878.2459 Fax 206.878.3082
ZONA ® I ELECTRONIC FLEET MANAGEMENT
INSPECT • TRACK • KNOW wwwzonarsystems.com
ZONAR TERMS OF USE
1. DEFINITIONS.
(a) The term"Hardware" encompasses any of the Zonar 2010T^"(EVIRr"') handheld, the 2010TH handheld vehicle mount
(GPS VM), zone/asset/driver RFID tags, K121m GPS device, V3TM GPS, der ice V2TM GPS device, V2lT' GPS vehicle diagnostics device,
VTECUrm GPS vehicle diagnostics device, V2/V2J antemmas/cables & mounting bracket, Zpassn' RFID reader, ZpassTM interface
box/mounts& cables, DataTracTM RFID hub odometer, Reader Download Station (RDS), EV IRCOMTM modem,and other devices identified
in a Zonar provided Quotation or Zonar provided materials.
(b) "Intellectual Property' 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, the Ground Traffic Control"(GTCTM) web based application,the Zonar
Intelligent Navigation& Guidance (ZINGTM) messaging & dispatch application, the ZTIPTM time & attendance application, the ZAIertTM
missed inspection application, the RedBoardTM missed inspection application, the Zpassna client side student tracking program, the
ZonarCom'M client side program to transmit EVIRTM inspection reports to GTCTM, and any other software associated with Zonar Products
(Hardware or Software),including the associated computer code.
(d) "Data' means all subscriber generated data including Electronic Vehicle Inspection Report (EVIRTM) related data,
TM
Telematics related data,ZPassTM data,Zing messaging and routing related data,and 13TH related data.
(e) "Subscriber Materials" means the materials designated as such and provided by Zonar to Subscriber regarding use of the
Zonar Products (Hardware or Software), including but not limited to GTCTM. Za ar's web based application for accessing subscriber
Data.
(f) "Subscription Fee'means the annual service fee for the right to access and use Zonar Products(Hardware or Software)as
set forth in your Zonar provided Quotation/Purchase Order.
(g) "Terms of Use' shall mean all rules, terns and conditions set forth in this Agreement or otherwise established now or
hereafter by Zonar regarding permissible or impernussible uses of,or activities related to Zonar Products(Hardware or Software).
2. SUBSCRIBER OBLIGATIONS.
(a) Computer related obligations:
(i) Internet access to Zonar's web based applications 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 Zonar's web based applications and for
the security of Subscriber s computer system and the connection to Zonar's web based applications,without limitation.
0) ensuring that Subscriber's password and all other means and methods of access to Zonar's web based
applications are kept absolutely confidential and that all Users and Drivers comply with the terns of the ID Agreements;
(u) ensuring that any telephone numbers or any information relating to Zonar's web based applications, the security
of Zonar's web based applications,the encryption methods used and all or any other security features are kept absolutely confidential; and
(in) ensunng that the use of the Zonar's web-based applications by Subscriber is under the control and authority of a
proper and adequately trained employee
(c) Subscriber will install, use, maintain and remove the Hardware according to Zonar s specifications, will safeguard the
Hardware from loss or damage of any kind,and will not permit anyone other than an authorized representative of Zonar 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 of repair 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 of the property upon which Hardware and Software are to be installed, Subscriber shall
obtain the mritten consent of the owner of the premises and/or property for Zonar personnel andior its agents fo enter the premises for the
purposes of installing,maintaining and relnevmg the same:
18200 Cascade Ave. S. Seattle,WA 98188-4728
Toll-Free 1.877.843.3847 Phone 206.878.2459 Fax 206.878.3082
V01-MART ELECTRONIC FLEET MANAGEMENT
INSPECT • TRACK- KNOW vvswr.Zonarsystetrts.conn
3. DATA STORAGE.
Subscriber understands that unless Subscriber purchases data retention services,Zonar will have the right to purge all data submitted by
Subscriber as follows'
(a) Subject to purge after 3 months, 6 months, or 12 months,as elected by Subscriber in Subscription Agreement. Note that EV IR
data (i.e., inspection data) generally needs to be kept for at least 90 days (FMCSR Pan 396.11 (c)(2)), and certain jurisdictions may require
inspection reports for pupil transportation to be kept for longer periods. Zonar enables customers to select to retain EVIR data for either 3 months
or 12 months. Note that GPS data has different regulatory retention requirements. If your drivers are required to maintain driver's logs or hours
of service log books, GPS data is currently considered by the USDOT/FMSCA to be supporting documentation for such duty status records and
thus must be maintained for a period of 6 months. Per 49 CFR 395 8 each motor currier most maintain records of duty stator and supporting
docunien s for each driver it employs for a period ofsiz mmnihs This not,includes records from GPS and other advanced n forniadar technology
systems You may determine that your fleet wants to retain such records for longer periods. Zonar enables customers to select to retain GPS data
for either 6 months or 12 months. if your organization requires different data retention requirements please work with your Zonar sales rep to
communicate your requirements. Different data retention periods may be available,and may require an additional fee.
(b) Unless Subscriber has made other arrangements in writing with Zonar, all data submitted using Zonar s web based
applications may be purged as provided above The Subscriber must reaffirm this request annually during the renewal process.
(c) 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. WIRELESS DATA POLICIES.
(a) Subscriber understands and agrees that Subscriber has no contractual relationship with a wireless carrier and Subscriber is not
a third-party beneficiary of any agreement between Zonar or a Zonar Agent and a wireless carrier. Subscriber understands and agrees that the
underlying wireless carrier shall have no legal,equitable or other liability of any kind to Subsarlber.
(b) Subject to FCC Number portability rules, Subscriber has no property or other rights in any Number assigned to it and
Subscriber understands that any such Number can be changed from time to time.
(c) Subscriber agrees that Zonar shall not be responsible for interruption of service for any reason or the inability to use the
service caused by Force Majeure.
(d) Subscriber understands and agrees that the liability and obligation of Zonar to Subscriber for services may be controlled and
limited by a wireless carrier s tariff, if any, and the laws, rules and regulations of the Federal Communications Commission and other United
States or foreign governmental authorities which from time to time have jurisdiction.
(e) In no event shall Zonar be liable for the failure or incompatibility of any equipment not provided by Zonar utilized by
Subscriber in connection with the Service.
5. OWNERSHIP.
(a) Subscriber grants Zonar the right to use all data submitted to Zonar s web based applications for any and all purposes,
including to purge such data as provided in Section 3 and to create compilations of such data as long as Zonar will not identify the data source
as being from the Subscriber nor portray the data in such a manner as to identify the Subscriber. Subscriber agrees that Zonar shall own all
compilations of the data created by or for Zonar.
(b) Certain ones of Zonar Products(Hardware and Soflware)and components thereof provided by Zonar for the Subscriber's
use are protected by patent,copyright,trade secret, trademark, international treaties,and/or other laws. Subscriber agrees.that Zonar owns all
proprietary rights in Zonar Products (Hardware or Software) 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 to the extent permitted by law Subscriber shall not disclose any such proprietary
information concerning Zonar Products (Hardware and Software), including any flow charts, logic diagrams, user manuals and screens, to
persons.not an employee of Subscriber except in accordance with Section 12.2 of this Agreement.
6. SUBSCRIBER.POLICIES.
Subscriber understands that Zonar's web based applications record data submitted by the Operator regarding the time,date,location,type of
inspection, equipment inspected, and the inspector. Zonar's web based applications do not verify that an inspection has actually been
conducted or the results. Zonar SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO INSPECTIONS
CONDUCTED BY OR FOR SUBSCRIBER.
7. WAIVER.
Failure by either parry to enforce any of its rights hereunder shall not constitute a waiver of any such rights. No waiver by either party of any
breach or default shall be deemed to be a waiver of any preceding or subsequent breach or default. -
18200 Cascade Ave. S. Seattle, WA 98188:4728
Toll-Free 1.877.843.3847 Phone 206.878.2459 Fax 206.878.3082
ONA FT OUOTATION
Quote Number:
Q134678
INSPECT • TRACK KNOW
18200 Cascade Ave S Quote Date:
Seattle, WA 98188 07/10/13
www.zonarsystems.corn
Voice: 206.878.2459 Page:
Fax: 206.878.3082 1
Quoted'To:
City of Auburn, WA
Attn:Jim Felty
1305CStSW
Auburn, WA 98001-5910
USA
Customef ID GooduThru_ _ Pa meet Terms SalesPefdon-
AUB1934 08/09/13 Net 30 Days Kyle Ross Brun
.Order.Qty Item Desori lion _ _ _,UnittPHce1 To[at
New Purchase
14 H40001 Ground Traffic Control Package 269.96 3,779.44
14 80972 WW 9/6 Pin Cable 17.96 251 44
26 H40003 Light DutyTrack & Trace Pkg 269.96 7,018.96
26 10007 GPS 4PIN Power Cable 1796 466.96
26 80046 Inline Fuse Kit
14 H40005 CSA Inspection Package 242.96 3,401 44
3 HSANT01 GPS Antenna Kit 26.95 80.85
17 80059 5 Pin Data 1/0 Cable 17.95 305.15
Pilot Units Already On-site
4 PILOT V3 Light Duly GTC Package Pilot 287.96 1,151.84
4 CABLE Light Duty Cable Kit 17.96 71.84
1 PILOT V3 Light Duty Track/Trace Pilot 269.95 269.95
1 CABLE GPS 4PIN Power Cable 17.95 17.95
1 PILOT EVIR CSA Inspection Package - Pilot 242.95 242.95
1 CABLE 5 Pin Data 1/0 Cable 17.95 17.95
-1 GRANT Credit for Paid Pilot 2,495.00 -2,495.00
40 SACT01 GSM Activation (Per Asset) 25.00 1,000.00
14 S40001A-3 Annual GTC Package Service 311.88 4,366.32
-14 COMP 'One Month Complimentary Service' 25.99 -363.86
27 S40003A-3 Annual Light Duty Package Service 215.88 5,828.76
-27 COMP 'One Month Complimentary Service' 17.99 -485.73
4 S4002OA-3 Annual Light Duty GTC Service 239.88 959.52
-4 COMP 'One Month Complimentary Service' 19.99 -79.96
15 S40005A-3 Annual CSA Inspection Package Svc 84.00 1,260.00
-15 COMP 'One Month Complimentary Service' 7.00 -105.00
18 S49004A-1 Annual Data 1/0 Service 36.00 648.00
-18 COMP 'One Month Complimentary Service' 3.00 -54.00
45 MSA011 Annual Data Retention Module 24.00 1,080.00
-45 COMP 'One Month Complimentary Service* 2.00 -90.00
40 INST Installation of GPS and Inspection 70.00 2,800.00
17 INST Installation of 1/0 Cables 20.00 340.00
ONA ® QUOTATION
Quote Number:
0134678
INSPECT • TRACK KNOW
18200 Cascade Ave S Quote Date:
Seattle, WA 98188 07/10/13
www.zonarsystems.com
Voice: 206.878.2459 Page:
Fax: 206.878.3082 2
Quot0 To[
City of Auburn, WA
Attn:Jim Felty
1305CStSW
Auburn, WA 98001-5910
USA
Customer ID_ _ __ G6d-d'T.hru, Ra riment Terms _ -SalesPerson _
AUB1934 08/09/13 Net 30 Days Kyle Ross Bruny
;6rder6- Item 13escrl-tion j UnitlP.rice'� Total,
1 FREIGHT Shipping and Handling 132.00 132.00
Installation to be Performed by
Foss Audio
All 4PIN Installations Will Cost an
Additional$12/Installation
'Three Year Contract Required'
Early Termination Fees Will Apply
Zonar to Send Return Shipping Label for
2 Virtual Trainer Units Upon Receipt of PO
Subtotal: 31,817.77
Total Sales Tax: 3,259.71
Total: 35;07,&.48'
Zonar AVL Pricing
#of Vehicles Total 45
#of New Vehicle Installations 40
#of Pilot Vehicles(currently installed-1 EVIR,4 Light Duty) 5
#of Vehicles w/EVIR(Diesel) 14
#Vehicles with GPS only(Light Duty Pkg) 26
#of I/Os needed(installed to devices not vehicles) 18
#of Vehicles needing external antenna 3
Billable Items One-Time Costs Monthly Costs Per Unit Number of One Time Annual Costs Credit Grand Total
Vehicles Cost
GPS Device(Ground Traffic Control Package)EVIR $269.96 $25.99 14 $ 3,77944 $ 4,36632 $ 363.86
EVIR WW 9/6 Pin Cable $17.96 14 $ 251.44
Annual Light Duty Pkg Service $269.96 $1799 26 $ 7,01896 $ 5,61288 $ 467.74
Pilot Annual Light Duty Pkg Service $17.99 2 $ 215.88 $ 17.99
GPS 4-PIN power cable $17 96 26 $ 46696
Inllne Fuse Kit 26
Pilot Annual Light Duty GTC Service(OBD2 Connectors) $19.99 4 $ 959.52 $ 7996
CSA Inspection Pkg(EVIR/Pre and Post Trip Inspection) $24296 $7.00 14 $ 3,401.44 $ 1,176.00 $ 98.00
Pilot CSA Inspection Pkg Service $7.00 1 $ 84.00 $ 700
5 Pin Data 1/O cable $1795 $3.00 17 $ 305 15 $ 612.00 $ 51.00
Pilot Annual Data 1/0 Service $100 1 $ 36.00 $ 3.00
GPS Antenna Kit $26.95 3 $ 8085
Extended Data Storage $200 45 $ 1,080.00 $ 90.00
Pilot Credit(Shown on quote as Pilot Total$2495.00) $ 72252
Activation Fee $2500 40 $ 1,00000
Installation of GPS and lnspceuon $70.00 40 $ 2,800.00
Installation of 1/0 Cables $20.00 17 $ 340.00
Freight $132.00 $ 13200
Total I I $ 19,576.24 1 $ 14,142.60 1 $ 1,901.07 $ 31,817.77