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EXHIBIT 2 CONSULTANT AGRVVMF'N`I' BE I'M FEN �1'HE HOUSING AUTHORITY OF THE CITY OF SANTA ANA AND HAPPY SOFTWARE LLC. AN MRI SOFTWARE LLC COMPANY THIS AGREEMENT, made and entered into this I" day of June, 2021 (`Commencement Date"), by and between Happy Software LLC, an MRI Soliware LLC Company, a limited liability company (hereinafter "consultant"). and the housing Authority of the City of Santa Ana, a public body, corporate and politic (hereinatler "Authority"). RECITALS A. On March 1, 202L the Authority issued a Request for Proposals (RFP #21-031) for llousing Authority Management Software from professional public housing authority housing software providers to provide housing management soflware services. B. Consultant represents that Constiltartt is able and willing to provide such sottwarc services to the Authority subject to the tams of this Agreement and the terms of the SaaS Subscription Agrecment attached as Exhibit A and incorporaled by reference into (his Agreement. C. In undertaking thcc performance of this Agreement, Consttltan[ rcprescn[s that it is lntowlcitgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field - NOW THEREFORE, in consideation oh the mutual and respective pruuliscs, and sLtbjcct to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SFRVICF.S Consultant shrill providee the software licenses and related services in accordance with the terms set forth in Exhibits A and B and C (as those terms are modified by the parries in writing from time -to -time). 2. COMPENSATION a. The Authority agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges idcntificd in lixhibit ll and C. The total sum to lie expended durin€ the'I crm of this Agreement shall not exceed Iwo hundred thousand dollars (S200,000.00) as oullined in Lhe Order Document and Stawinenl of Work attached hereto as Exhibits B and C- Consultant may, at any time after the first twelve (12) months of the Cormnencemcnt Date listed abovc, and in its sole discretion modify the fires upon ninety (90) calendar days prior written notice to Client. Notwithstanding the foregoing. the Fees shall not increase in each subsequent tN elve (12) month period by nuxe than the greater of (i) five percent (.i%); or (ii) the increase in the I JS Bureau of Labor Statistics Constuner Price Index (CPI-ll) for the most recent year. A twelve (12) month period commences on the anniversary of the Commencement Date- For purposes ol' this notice, email or fins -class mail will suffice - Fees are exclusive of, and Client is responsible for, shipping, costs. b. Payment by Authority shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to Authority accounting procedures, unless otherwise agreed in writing - City Council 3 — 25 5l412021