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HomeMy WebLinkAbout FULL AGENDA_2018-10-02 (2)HOUSING AUTHORITY REGULAR MEETING AGENDA OCTOBER 2, 2018 CITY COUNCIL CHAMBER 22 Civic Center Plaza Santa Ana, California 5:45 p.m. (Immediately following the City Council Closed Session Meeting) Vicente Sarmiento Authority Member - Ward 1 VSarmientonae santa-ana.org Jose Solorio Authority Member - Ward 3 JSolorioksanta-ana.org Juan Villegas Authority Member - Ward 5 JVillegas&santa-ana. org Miguel A. Pulido Chairperson Authority Member telephone: 714-647-6900 Agenda item inquiries: 714-647-6520 Michele Martinez Vice -Chairperson - Ward 2 MiMartinez& Santa-ana. org P. David Benavides Authority Member - Ward 4 DB enavideskSanta-ana. org Sal Tinajero Authority Member — Ward 6 STinaj eron santa-ana.org Sonia R. Carvalho Steven A. Mendoza Marla D. Huizar Authority General Counsel Executive Director Recording Secretary * NOTE: Ifyou need special assistance to participate in this Council meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City, enough time l� J to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title I1, 28 CFR 35.102] Basic Housing Authority Meeting Information Five -Year Strategic Plan (2014-2019) Detailed information at: http://www.santa-ana.org/strategic-planning/ Vision, Mission and Guiding Principles - The City of Santa Ana is committed to achieving a shared vision for the organization and its community. The vision, mission and guiding principles (values) are the result of a thoughtful and inclusive process designed to set the City and organization on a course that meets the challenges of today and tomorrow. Vision - The dynamic center of Orange County which is acclaimed for our: -Investment in youth -Safe and healthy community -Neighborhood pride -Thriving economic climate -Enriched and diverse culture -Quality government services Mission - To deliver efficient public services in partnership with our community which ensures public safety, a prosperous economic environment, opportunities for our youth, and a high quality of life for residents." Guiding Principles -Collaboration -Efficiency -Equity -Excellence -Fiscal Responsibility -Innovation -Transparency Strategic Plan Goals/Objectives/Strategies: Goal 1 - Community Safety Goal 2 - Youth, Education, Recreation Goal 3 - Economic Development Goal 4 - City Financial Stability Goal 5 - Community Health, Livability, Engagement & Sustainability Goal 6 - Community Facilities & Infrastructure Goal 7 - Team Santa Ana Code of Ethics and Conduct - The people of the City of Santa Ana, at an election held on February 5, 2008, approved an amendment to the City Charter which established the Code of Ethics and Conduct for elected officials and members of appointed boards, commissions, and committees to assure public confidence. A copy of the City's Code can be found on the Clerk of the Council's webpage. The following are the core values expressed: Integrity • Honesty • Responsibility • Fairness • Accountability • Respect - Efficiency Agenda Information - The agenda descriptions provide the public with a general summary of the items of business to be considered by the Authority. The Authority is not limited in any way by the "Recommended Action" and may take any action which the Authority deems to be appropriate on an agenda item. Except as otherwise provided by law, no action shall be taken on any item not listed on the agenda. Public Comments/Public Input - Pursuant to Government Code Sec. 54954.3, the public may address the Housing Authority and any other legislative body scheduled to meet on same day and time on any and all matters within the City of Santa Ana's jurisdiction. At the discretion of the Chair, at the first Public Comment portion of the meeting, all comments may be considered jointly. The public will be given the opportunity to speak on any and all matters contained on any of the Consent Calendar and Business Calendar items and/or on issues of public interest within the jurisdiction of the City. For public hearings, members of the public shall be given three (3) minutes for each duly noticed hearing (unless the matter is continued prior to taking public testimony). All requests to speak shall be submitted in writing to the Clerk of the Council at the beginning of the meeting and before Public Comments begin. Speaker forms will be available at the meeting. REQUESTS TO SPEAK SHALL NOT BE ACCEPTED AFTER THE PUBLIC COMMENT SESSION BEGINS WITHOUT PERMISSION OF THE CHAIR. When speaking, all persons addressing the Legislative Body shall follow the rules of decorum as detailed on the back of the speaker form. The presiding officer shall have the power and responsibility to enforce decorum and order of the meeting as set forth in Section 2-104(c) of the Santa Ana Municipal Code. Consent Calendar - All matters listed under the Consent Calendar are considered to be routine by the Housing Authority and will be enacted by one motion without discussion unless a member of the Authority "pulls" an item(s) from the consent calendar for a separate vote. Senate Bill 343 - As required by Senate Bill 343, any non -confidential writings or documents provided to a majority of the Housing Authority members regarding any item on this agenda will be made available for public inspection in the Clerk of the Council Office during normal business hours. Agenda & Minutes - Staff reports and documents relating to each agenda item are on file in the Office of the Clerk of the Council and are available for public inspection during regular business hours, 8:00 a.m. — 5:00 p.m., Monday through Thursday and alternate Fridays. The Clerk's office is located in City Hall, 20 Civic Center Plaza, Room 809, Santa Ana, California, (714) 647-6520. Authority meeting agendas, staff reports, and Minutes are available the Friday before an Authority meeting at the following website address: www.santa- ana.org Televised Meeting Schedule - All regular meetings will be televised and available for viewing on the City's cable channel. Meetings held in the Council Chamber or other designated locations which are televised live on CTV3 Time Warner Cable will be cablecast Mondays at 6:00 p.m., Tuesdays immediately following the meeting at 9:00 a.m., Wednesdays at 6:00 p.m., and Sundays at 1:00 p.m. Meetings held in locations that do not have a live cable feed will be videotaped and shown on CTV3 the day after the meeting. DVD copies of the meetings for loan will be available for public circulation at the Santa Ana Main Library the day after a meeting. HOUSING AUTHORITY AGENDA 2 OCTOBER 2, 2018 CITY OF SANTA NA HOUSING AUTHORITY REGULAR MEETING OCTOBER 2, 2018 CALL TO ORDER CHAIRPERSON PULIDO HOUSING AUTHORITY BOARD MEMBERS BENAVIDES, MARTINEZ, SARMIENTO SOLORIO, TINAJERO, VILLEGAS Executive Director, Authority General Counsel, Recording Secretary PUBLIC COMMENT ON AGENDA ITEMS AND ITEMS OF PUBLIC INTEREST (Refer to page 2 "Public Input" for description.) CONSENT CALENDAR RECOMMENDED ACTION: Approve staff recommendation on Consent Calendar Items:1 through 2. 1. MEETING MINUTES OF SEPTEMBER 4, 2018 {STRATEGIC PLAN NO. 5, 11 RECOMMENDEDACTION: Approve Minutes. 2. EXCUSED ABSENCES RECOMMENDEDACTION.• Excuse Housing Authority Member Sarmiento from said meeting. *** END OF CONSENT CALENDAR *** BUSINESS CALENDAR 3. APPROVE AN AGREEMENT WITH YARDI SYSTEMS, INC. FOR HOUSING AUTHORITY SOFTWARE {STRATEGIC PLAN NO. 4, 11 RECOMMENDEDACTION: Authorize the Housing Authority Executive Director to execute an agreement with Yardi Systems, Inc. in an amount not to exceed $60,000 for a one-year term beginning October 2, 2018 through September 30, 2019, subject to non -substantive changes approved by the Executive Director and Authority General Counsel. *** END OF BUSINESS CALENDAR *** HOUSING AUTHORITY AGENDA 3 OCTOBER 2, 2018 COMMENTS 4. HOUSING AUTHORITY MEMBER COMMENTS AT THIS TIME Housing Authority members may comment on non -agenda matters and ask questions of or give directions to staff. NO action may be taken on non -agenda items unless authorized by law. ADJOURNMENT HOUSING AUTHORITY AGENDA 4 OCTOBER 2, 2018 MINUTES OF THE SPECIAL MEETING OF THE HOUSING AUTHORITY AGENCY SANTA ANA, CALIFORNIA SEPTEMBER 4, 2018 CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 8:21 P.M. ATTENDANCE AUTHORITY MEMBERS Present: MIGUEL PULIDO MICHELE MARTINEZ, Chair Pro Tem P. DAVID BENAVIDES JOSE SOLORIO SAL TINAJERO JUAN VILLEGAS PUBLIC COMMENT-- None AUTHORITY MEMBERS Absent: VICENTE SARMIENTO STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Authority Secretary CONSENT CALENDAR ITEMS MOTION: Approve staff recommendation on Consent Calendar Items: 1 through 2. MOTION: Martinez SECOND: Tinajero VOTE: AYES: Benavides, Martinez, Pulido, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Sarmiento (1) HOUSING AUTHORITY MINUTES 1 SEPTEMBER 4, 2018 1-1 SPECIAL MEETING MINUTES OF AUGUST 21, 2018 {STRATEGIC PLAN NO. 5, 1 } 2. EXCUSED ABSENCES *** END OF CONSENT CALENDAR *** COMMENTS 3. HOUSING AUTHORITY MEMBER COMMENTS — None. ADJOURNMENT 8:22 P.M. Maria Huizar, Recording Secretary HOUSING AUTHORITY MINUTES 1-2 SEPTEMBER 4, 2018 REQUEST FOR HOUSING AUTHORITY ACTION MEETING DATE: OCTOBER 2, 2018 TITLE: APPROVE AN AGREEMENT WITH YARDI SYSTEMS, INC. FOR HOUSING AUTHORITY SOFTWARE {STRATEGIC PLAN NO. 4, 1} _=�A_ A, EXECUTIVE DIRECTOR RECOMMENDED ACTION RECORDING SECRETARY USE ONLY: APPROVED ❑ As Recommended ❑ As Amended CONTINUED TO Authorize the Housing Authority Executive Director to execute an agreement with Yardi Systems, Inc. in an amount not to exceed $60,000 for a one-year term beginning October 2, 2018 through September 30, 2019, subject to non -substantive changes approved by the Executive Director and Authority General Counsel. DISCUSSION For over fifteen years, the Housing Authority has used software provided by Yardi Systems, Inc. for the administration of the Housing Choice Voucher Program due to their specialized software. This software is critical to the operation of the Authority and its obligation to electronically transfer data to the U.S. Department of Housing and Urban Development (HUD). The Authority approved an agreement in September 2002 with Yardi Systems, Inc. for its Housing Choice Voucher Program management software. This system tracks all program information on thousands of applicants, tenants, and owners served by the program; schedules and maintains records on all Housing Quality Standards inspections; performs income and payment calculations; and creates and transmits all HUD -required reports. Various other housing authories use Yardi Systems, Inc. The annual license includes system upgrades, software updates, all pertinent user manuals, staff training, applicant, owner and on-line application portals and forty-five hours of technical assistance. The proposed one-year term agreement would begin on September 04, 2018 (Exhibit 1). The Housing Authority's original voucher management software program was developed by Nan McKay, Inc., which in 2002 sold its program to Yardi Systems, Inc. Over the years, the software provided by Yardi Systems, Inc. has been customized to effectively serve the Housing Authority's requirements. In addition, the Housing Authority has recently upgraded to Yardi 7s, the latest version of the software. The Housing Authority successfully transferred all active vendors and applicants to the new Housing Cafe portal, which is required and supported by the Yardi 7s software version. 3-1 Agreement with Yardi Systems, Inc. October 2, 2018 Page 2 Staff recommends authorizing this one year agreement. Staff will conduct a competitive procurement process following the Housing Authority's approval of this agreement but due to the lack of time and capacity, staff have been unable to conduct the procurement prior to the expiration of the current agreement. A Request for Proposals will be released for a competitive selection process at least six months before the expiration of this agreement with Yardi Systems, Inc. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #4 Fiscal Sustainability, Objective #1 (Maintain a stable, efficient and transparent financial environment). FISCAL IMPACT Funds are available in the Housing Authority's Contract Services account (no. 14018760-62300). Judson Brown Housing Division Manager Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: Sergio Vidal Acting Executive Director Finance and Management Services Agency Exhibit 1. Agreement with Yardi Systems, Inc. 3-2 EXHIBIT 1 CONSULTANT AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA AND YARDI SYSTEMS, INC. THIS AGREEMENT, made and entered into this 2a' day of October, 2018, by and between Yardi Systems Inc., a California corporation (hereinafter "Consultant"), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic (hereinafter "Authority"). RECITALS A. The Authority entered into the "Application Hosting and Software License Agreement" ("Original Agreement") with Consultant in 2009 whereby Consultant has provided certain real property and asset management application software and related services to Authority. The Original Agreement has been amended over the years to, among other things, add units and portals. The Original Agreement is attached hereto and incorporated herein as Exhibit A. B. The Authority entered into the "Consultant Agreement Between the Housing Authority of the City of Santa Ana and Yardi Systems, Inc." ("2015 Agreement") with Consultant in 2015 to continue to retain Consultant with the software and related services detailed in the Original Agreement, while additionally providing the Authority with the new Yardi Voyager 7s software. The 2015 Agreement is attached hereto and incorporated herein as Exhibit B. C. The Authority desires to continue to retain Consultant for the upcoming annual period under (and as described in) the Original Agreement due to its special skill and knowledge in providing the Authority with specialized software and related services for the not to exceed amount set forth in Section 2 (Compensation), below. D. Consultant represents that Consultant is able and willing to provide such software and services to the Authority, or to renew the Original Agreement for the upcoming annual period under (and as described in) the Original Agreement, subject to the not to exceed ainount. E. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable 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 consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 3-3 EXHIBIT 1 1. SCOPE OF SERVICES The Scope of Services for Consultant shall be to provide the software licenses and related services in accordance with the terms of the Original Agreement set forth in Exhibit A (as those terms have been modified by the parties from time -to -time) for the upcoming annual period. 2. COMPENSATION a. The Authority agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit C, Fee Schedule, attached herewith and incorporated herein by reference. The total sutra to be expended under this Agreement shall not exceed Sixty Thousand Dollars ($60,000.00) during the Tern of this Agreement. b. Payment by Authority shall be made in accordance with the terms and conditions of the Original Agreement, as amended herein. 3. TERM This Agreement shall commence on the date first written above and terminate on September 30, 2019, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Authority. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the Authority to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE - RESERVED Due to the nature of the services provided hereunder, insurance is not required. 6. INDEMNIFICATION Each party agrees to and shall indemnify and hold harmless the other party, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for damages, just compensation, restitution, judicial or equitable relief arising out of third party claims for personal bodily injury, including health, and claims for tangible property damage, which may arise from the direct or indirect operations of the indemnifying party or its contractors, subcontractors, agents, employees, or other persons acting on their behalf; and (2) 3-4 EXHIBIT 1 from any third party claim that damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all third party claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. 7. CONFIDENTIALITY If Consultant receives from the Authority information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also infonnation transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to infonnation disclosed by the Authority. for the avoidance of any doubt, the confidentiality obligations set forth in this section 7 (Confidentiality) are in addition to, and shall not be interpreted as conflicting with, the confidentiality obligations separately set forth in the Original Agreement incorporated herein as Exhibit A. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other colmnunication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, in the manner provided in this Section, to the following persons: To Authority: Housing Authority for the City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-27) P.O. Box 1988 Santa Ana, CA 92702-1988 And: 3 3-5 EXHIBIT 1 Authority General Counsel City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Yardi Systems, Inc. 430 S. Fairview Ave. Goleta, CA 93117 Attn: COO And: Yardi Systems, Inc. 430 S. Fairview Ave. Goleta, CA 93117 Attn: General Counsel A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement, including Exhibits A, B, and C shall collectively represent the complete and exclusive statement between the Authority and Consultant, and supersede any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the Authority and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor the Authority. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Authority and any such assignment, transfer, delegation or subcontract without the Authority's prior written consent shall be considered null and void. N 3-6 EXHIBIT 1 12. TERMINATION This Agreement may be terminated by the Authority upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the Authority shall pay Consultant compensation for all services perfonned by Consultant prior to receipt of such notice of termination., however, payment need not be made for work which fails to ineet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, tennination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be govenument and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the Authority immediately and in writing of her inability to obtain or maintain such pen -nits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for tennination of this Agreement. 16. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Authority fully, including reasonable costs and attorney's fees, for any injuries or damages to Authority in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 3-7 EXHIBIT 1 (Signatures on, following page) EXHIBIT 1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Housing Authority Recording Secretary APPROVED AS TO FORM; Sonia R. Carvalho Authority General Counsel By: Ryan djIodM Assistant Counsel 3-9 HOUSING AUTHORITY OF THE CITY OF SANTA ANA Steven A. Mendoza Executive Director CONSULTANT Yardi Systems, Inc. By: tip t c. Title: Tp i v2�--i,- tc, l -L_ TIN# This page intentionally left blank EXHIBIT 1 EXHIBIT A Application Hosting and Software License Agreement (Attached Separately Paginated) 3-10 EXHIBIT 1 APPLICATION 140$TING AND SOFTWARE LICENSE AGREEMENT Yardl Systems, no., a Cafafornle corporutlon headquartered st 430 South Fairview Avenue, Goleta, CA 93117 ("Yerdl"), and Housing Authoilty of tho City Of Santa Ana ("Gllent"} PC Box22030 Banta Ana, CA 92702 enter Into this agreement Including any schedules, axhlbits or other attachments (this "Agreement") effective as of the Effactiva Date [defined In eeodon 1 (definldons), baloyd. RECITAL Yardi hint with an as, eoalats i database. Cl enelldesir desires certain icense property Yofdi software via ccesseto aiidea grated SllacaCon software f [defineor use d In section(1 (deflnitlons}, bslow} pursuant to this Agreement's terns, In consideration of their respective rights and ooligafions as set forth in this Agreement, the parties agree as follows: AGRI19ME°NT 1. >aefrni�tlo s., a, "Annlvervary tate" means the date that is 3s6 days lifer the Initiation Dale, end each anniversary thereafter of the date that Is 365 day -3 after 1ha Inifietion date, during this Agreement's Term, b, "Business Purposes" means management of Client's real property portfolio for accounidrg, property man. agamont and related buslnesa purposes. c. "Chant Esta" means the data that Cilent's Designat- ed Users transmit andler enter Into the database associated vAth the Licensed Programs In connection with Ihelr Use of ilia Licensed Programs pursuant to this Agreement, d. "Cltrax Doslgnated War" means a Designated User utilizing Cltdx products to access the Site, Llcerrsad Pro• grams, and/or Client Data for adminiatradvs purposes, e, "C}ogverable" moons any dolivorabie or Intellectual property delivered to Client as pari of Programming Services (defined In section 14 (Programming SWIM[)] or other services provided pursuant fo thls Agreement, € "00atgnated User" means a Client employee or contractor designated by Client to acceaR the Site and Use the Licensed Programa for Business purposes, g. "EffectlVa Crate" means August 1, 2009 h. `Foos" means the fees identified In Schedule A, and any other fees that may become due under this Agreement, I. 'Force MaJoure Event" means any avant beyond the reasonable control of the party affected by such event, In. cluding wilhout limitation fire, storm, weather, earii:quiske, explosion, casualty, strike, war, riot, civil disturbance, act of Clod, acts or omission of any third party, any alai® or national law, decree or ordinance, or any executive or Judicial order, which event neuses a party to delay or fad to perform under this Agreement. J. "ImaUa Storage" means Cilent Data file storage on To servers separate from the database server used to serve Chant Oats, 1niilatlen Onto" means the data that is 2 weeks after the Effe�tive Dais, I. 'Llcsnsad Pragrame" means the software programs Idenfified In Schedule A, m. "Licensed programs Doeurrtanta;ton" means the usar manuals and documentation for the Licensed pro. grams, n, "Password' means the uinigpio user name and password assigned by Client to each Designated User as more fully described In section 0 (Lasers and Passwords), o "POCG" meena the paraon(0) Cllbnildendfies to Yerdl as palnis of cantaol for oppiloailon support services and other account management purposes.. P, "Site" means Yardl's site on the Internal at which Yard) hosts the Licensed Programs and Client Data, q. °Saftteare Error" moans a reproducible failure of the L}consed Programs to materially perform as specified In die Licensed Programs Documentation, r. "Undisputed Fees" meane all Fees duo from Client under this Agreamont whlah Client deos not reasonably and in good faith dispute - and provide 11otice of such dispute In accord with section •16(f) (Nodeas) - within 30 days of In. voice, a. "Usrr" means authorized access to the sits and use of the Lloonsed Programs and Licensed Programs Docu, montation by Client's Designated Users solely for Clfent's Business Purposes. nr G�atRoetro2, 14e� a, Ll"nsss. Yardi tacnt$ t,ojrG$toaSnoen- exclusive, non iransfembfs (except as expressly provided in this Agreement). Limited ficense for Gllent"s Cleeipihated Users to access the Site and Lha the Licensed t'rawrams and Ll� oansed Programs Daoumantailon (which Yardi shall provide In electronic format) for Client's Business Purposes, b, Restrictions. Client may only exercise the license grantor( In section 2(a) (Licenses) through Its Designated Users, Client may not rent, [ease, sail, transfer (by subli• cense, assignment or otherwise oxcept as expressly pro - Yard —2 ---Client Nk—, CorZfJ entlas Praperatlon Date: July 23, 2000 7:22 AM 3-11 vlded by this Agreement), time share, modify, reproduce, copy, make derlva0ve works from, distribute, publish, use to provide hervlce bureau services, or publicly Ouplay the Li- wrised Programs. Client msy only Uias the Llcensed Pre grams for Business purposes. Client may not reverse engl- neer, decomplle or otherwise attempt to discover the source coda for the Llcensad Programa, Client rosy not permit any person or entity to breach lite restrictions In this aactlon 2(b) (Restrfotfons). c, Aeormsa to the Site. Yardl w9l use commercially reasonable efforts to make the Site and lite Licensed Pro- grams accessible to Deslprisled Users 24 -hours per day, 7 days per week, excluding down Uma for maintenance and repair, Yard) has standing malntenance/repatribackup hours from 11:1)0 pm each Saturday to 3:00 am (Pacific Time) ench Sunday, and nightly Sunday to Friday from 12100 din — ,2:00 am (Pacttic Time), Yardl will provide as much advance notice 10 011ont as raaaonably poselhra under the aircuma- taneea for scheduled maintonancefrapnir down time outside of the aforsmentloned standing hours, and Yardl will use commercially reasonable efforts to provide as mush notice to Client as reasonably posal io under the circumstances for em erg envy maintenancerrepalr downtime, 3. Tal%P1 and Terminarlan, a. Term. This Agreement will commenoe on the Effec- tive Date Wremain In effect until terminated in accord w10 this Agreement, b. Termilro i6n for dornwils= Client May tehrllnato this Agreemenl without cause and for its convenience upon 30 calendar days prior written notice. Upon a tnrminatlon for oonvenlenca, Client shall promptly pay any Undlapuled Fees owed to Yardl as of the effaetive date of Giant's tarmination. If Client terminates this Agreement pursuant to this section 3(b) (Termination Tor Convenlenne), Client shall not be on - Wed to a refund of any t=ees. o. Termination for Cause, C'lther party may terminate thla Agreement upon written notice to the other party if the other early materially breaches this Agroament and falls to cure such breach within 7 days of wn'tton notice of a material breach, or if the breaching party cannot reasonably cure 010 material breach wlthln 7 days, the bresehing party fells is Initiate cure within 7 days and "falls to writinuouely and dilt• gently work to cure the breach until the breach is cured, Tsrmination pursuant to lilts sectlon 3(0) (Termination for Cause) shall be effective upon dollvary of written notica after expiration of the applicable cure period, d. Effect of Termination. (i) License Termination. Upon the effeciive date of this Agreement's termination or explrstion, (A) the license for the Licensed Programs and Licensed Programs Documente- Oort wllf terminate, (13) Client will cease Use of the Uconaod Programs and Licensed Programs Documenlauon, (C) Client's access to the Sita and Licensed programs will be disabled, and (D) Client shall pay any Undispulad Pees to Yard], (ti) Return of Confldantfal Information. Upon this Agrasment'e larminallon or expiration effective date, the parties shall Comply with section 9(d) (Return of Confldantlal Infcrmallon), EXHIBIT 1 e. Survival. The padies' obfigatione under, and the provisions of, seopuns d (License Fees), &(b) (Limited Ltabl'sl- t/ for UnauQ,crized Chani Data Access), 9 (Confidentiality), 10 (WananIlea ), 11 (Damage Limits .tons), 13 (Indemnifica- tion), 16 (Assignment) and 10 (Ounbral Provlskins) ahati survive this Agreement's termination or expiration, 4, Llaonara peva. e, Fede. Client agrees to pay Yardl the Fees in accor- dance with the payment terms sat forth In Schedule A. b, Failure to Pay, Cllonl's failure tc timely pay any Undisputed Fee when dua Is a material breach suwect to the terms of seotion'3(o) (Termination for Cauee), Additlonally, Undisputed Peep shall accrue interest froth their due date until paid at the rate of 1.5% per morsiM or the maxlmum rete allowed under app&cable lave whlchever to less. c. Taxos. The f=ees are exciuslve of any tariff, duty, or tax, however designated, levlod, or based Including, rrllttoui limitation, any texas bused on (1) this Agreement, (1) the Licensed Progrnma or Dallversbies, (III) CIIeas Use of the Licensed Pr4ams, (lv) the Llceneed Programs Documenta- tion, br (v) any materials Of supplles fumlahed fay, Yardl per this Adivement. Client is responsible for all appitc9tile tariffs, duties or taxes (exclusive of tax" based on Yardi`s net in- rofRe). oppi4ceble to Ihis.Agrar,ment. d. Partial Fee Dislputes. If Client reasonably and in good falth disputes any l=ees, and provides notch In acrord with section le(f) (%flda>s) of such dispula, Client agrees 11,91 any undisputed portion df such Fees are Undisputed reel; and client agrees to timely pny'any such Undisputed pees, b, tmolemens;$tL4�ltd Tralnin<r. a. Third Party software and Hardwere IRequfrv- ments, Client Is eolely responsible for purchasing, Installing and maintaining, at Glont's expanse, any thlyd party soft, were and hardware necessary for Client's Des[gnaied Users to access the Site and Use the Unarmed Programs, Yardl shell not be flable for any sueh third party software'or hard• ware, and Client acknowiadgss and agrees that any gaols - lance provided by Yardl in connection With such third party software and hardware shall not alter Cliant'a reeporldbitlty or Yerdi'e liability disclaimer under this section 6(a) (Third Party Software & Hardmro Regdrementa), b. Lacaffom Implementation and training may (di Client's aleodon) take place at a 1poetlon speolfied by Client or via lelecommulilcationo. Yardl will bill Client for Initial Im- pleme,taUonitrsinlnq services as indicated In Scitadule A, Client may request additional on-site Imptemeniadonitralntng services (i.e., In addlODn to the on-altio Imglementa- tionhralning services set 1601 In Schedule A) of any time and Yardl will make commercially reasonable efforts to timely accommodate Qlant's request. Aridltlonal on-site implerran- lailonAmIning services are sub)ect to the pantos' mutual agreement on: (1) the achedu'a for performance of the addl. Wei services, and (11) Yardl's fees for than additional senric- vs. c. On-Sltos. Client acknowledges that ln-person Im- piementlxllonllralning service vlslts at a Cflent location re- quire a minimum visit of 3 hours per visit, dfent agrees to YardlCilertt Canfi ntlaJ Date of Preparatlan; July 23, 2008 7:22 AM 3-12 pay all reasonable expenses assoclated wilh on-slte vlells Including, but not limited to, travel to end from the silo, baa. ins, meals, etc. Cllent acknowledges chat tre[ning servloes for more than 12 Client trainees require Client to pay for 1 additional Yard'. tralrer for patch 12 Client trainees in exc ass of 12, Client Agrees tial Ment must pay for any implements- dpne'tralning servlpee cancelled less than li business days prior to their scheduled date. d, Data Conversion. Yardl will bili Cllent for aiactron?c data conversion services, If Initially Drdared, at the retie stated In Schedule A. Client acknowledges that data props- rellon and poet conversion data cloon.up Is Inherent in any data Conversion, and such addltional ctffarts associated with A Cllent data wriverslon _ If performed by Yardl - will be debited against Client's appi[catlon support servlpe allot- ment. Absent an agreement to the contrary, Olient shall oih- erwise be solely responsible for data annverelon, data prepa- ration, dials entry. and data verllicatlon, and any post- converalon dam -up, Additional Yardh dale canywalon say - Area O,a., In addition to any initial data conversion services set forth In 8chodula A) are subject to the patties' mutual agreement on; (1) the saheeute for performance of the addl- Ilorial sarvlces, and (11) Yardl's Foes for Idea additional aeric - es, e, ToWng. Citi frt.Bhak) have, 90 days commencing Upon the f�eClive Date. (ills "Tasting Period") to test the Licensed Programs. At any dee during the re$(Irlg Period, Cllent may elect to oease Use of the Licensed Programs end cHncal this Agreement. In which event Ysrdl will refund to Client alt amounts paid by Client to Yordi pursuant 'lo this Agrepmenl [ass reasonable amounls (datermined by refer - slice to the Feea{rates Indicated In Sehedute A) for Initial set. up, Implementation, training and Uupperl of the Licensed Programs proMded prior to Cliant'a notico of cancellation pursuant to this section S(e) (Taiting), 61 r nd_Paaawerda, a, paaignatsd Users, Cllentagrees that Its exercks,§df the Ilcenso granted by this Agreomon( sftalp only be through Its Designated Users. Client agraoo that it may assign Pass- words to a fixed maximum number of Designated Users, and may have only a fixed mrsdmum number of Units (as Ident;- fled In Schedule A). The maximum number of Designated Users la the total aggregate number of D�algnatsd Usors licensed to access tha Slle and Use the Licensed Programs. Tho maximum number of Unita Is Ina maximum number of Units that Client's Deaignalcd Uscra may manage and so - count for In conneollon with Cllent'e Use of the Licensed Programs, The agreed maximum Das6gnatsd User and Unit numbers are set forth In Schadulo A, b. Designated User Changos, Ysrdi agrees that Client may replace Dealgnated Users as Client sees fit and of no addldonal coat provldod (1) there is no not increase in Wofft; maximum number of Deslgnatad Users, and pl) sodi Designated User has a unique Password, A Citric Designat- ed 'Jser cfiangs is sub)ecl to a ane -urns fee es specified In Schedule A. c. Additional Designated Users, Subject to, (])at least b business days prior written nonce frarn Chant, (II) chonYs execution of ar amendment to %19 Agreement, and (til) sub - )out to paymenl of addlVonai Paos, Yardl rill increase Ipt- Date EXHIBIT 1 Chent'e licensed maximum number of 0e019naled Users d. Password Assignment, Client's application support P100 will be a Designated User, will designate the other Designated Users, end will provide each other Designated. Users whir a Password. Each password shall be personal and unique to the appilcable Des naiad Uaer, and may not be used by anyone other than au Designated User, Each Password may only be used from 1 oompuler at any given time. Chant shall be responsible for mainlaining Designated User Password agcurlty. e. Cllent Obligations With Respect to Dosignatod Users, Cdlenl shall Inform each Designated User of this Agreement's license terms and realrlcllons and shall enforce such restrictions, Client agrees to notify Yardl if Client be. comes aware of any fallure of a Designated User W adhere to the license tarma and restrictions In this ,Agreement, Client aolinowledges that each time a Designated User accesses the Site to Uee the Licensed Programs the designated User will be presented with a splash ecroen welcoming the Dsaiq- naied User and requesting that the Deslgnaled user enter Mallear unique Password. 7, f]ntlfc^lE_o_n_�Su_aaork Unar rias, m 'Application Supporl Servlos. Yardl will provide appllcatiprf ,auppart and up9►adas for iho Licensed Programa as set (adh In this sectlon `7 (Application Support a Up• grades), b. Cllent Contacts, Client agrees to appoint an applica, Ilan support POC. Chant may change the application support FOC upon advance written nolioa to YardL Yardl shell have no obligation to conteol, or communicate with, anyone re- garding spplfoatton support and Maintenance Issues except Cllent'e application support POc,.Clterttacknowledges that it la Cllant'e rosponsipfllty to keep Client's Application support POC current, and to notify Yard[ of any chongea, o, YardlContacts. During initial implementation, Yardl shall appolnl en a000unt manager to Clients a000unt, After initial implew6hlaffon, 'Yard) will either asslgn Cllent to an aocount manager or an eppllcadon support team. Yard may change the Identlty of Indluiduat account managers horn time to lime Upon notes to chont. Client's application support records relating to Client will be available to Yardf's entire appllcallon support team at all times, d. AppllcaCon Support Servloss. Ysrdl shall provide applioatlon support for the Llcermed Programs through Its acmunl managers and technlcal staff to Client's application support POC, Appllcallon support does not Include on -alio Installetion, lmplamenlaum, training, or lasting of the Li- censed Programs, nor does It include data conversion, Those sotvlcos, If Irilleilly ordered, are spoolffed In Schedule A, Yardi'a application support aervica loam will use com€ner- dally reasonable efforts to eddraw and solve chant's Issues but cannot guarantee satiaracstlon In every oase, e, Total Hours Included. Client's application support allolment is spadfled in Schedule A, This Agreement's on- ratal periods shall begin on the Initlatbr; Date ,and each Inlllation Date anniversary) and end om each Anniversary Dais, and will not Include unused appllcallon support time nom prior annual periods. It Cllent needs ociciftional epplica- Yordi- ellen Conendal Of Preparafi= July 23, 2409 3-13 7-22 AM tion support hours at any time, Client trey purchase addl- Ilboal hours at Yardi's lhen-current preval#Ing 'application support rate at the toe Client needs thehoura. t• Appilcatfan Support Hours, Mardis appficsllon Support hours are from 8:04 am to 4.00 pm (Pachin Time) Monday Iheough r6day (exeJuding holidays), g. Prlorlty, (t) Yardl shall have the right to prioritize application support requests a000rding to the applicabon support lasuo's Impact all Client. Yardl will prioritize application support ro- quests In the following order: Prlorily 1; Business halted (total Ina billti to perform normal operatlan) Client %vlll submit support requests by telephone to Yardt's application support number. Response as rapid as reasonably feasible -- gon- orally within 2 business hours. Priority 21 6ualness Impacted (severe reatrictlon of Clients Use of the Ownsed Programs — a poiant)nJly odtical prob. tern) Cllaryt will oubmil Support requests by telephone to Yardl'o application support number. Protnpf rospcnse subject only to delays for priority 1 lssuee, generally wIIMn 4 business hours. Pdort(y a; Non•criticei sarvice, requests (any Issue that is not A Priority 1 or priority 2 issue) Client wit W15mit support request by tatacommunl- cabons to Yardl appiloellon Support, • Response subject to delays for priority 1 and 2 is- sues, generally within 1 business day, (tl) Yardl wllf work on Priority 1 and 2 tssues with continuous fooua, and with Client's cooperation, through resolution. h. Software Upgrades, Yards wdl periodically make available to Client (at no'addlllonsl cost b Client) updalss, upgrades and current versions of the Licensed Programs which will Include oarreollons, enhancements, andlor 1n1- provements, Client reservga the right to refuse updates and upgradoa of the Ltoansed Programs; provided, however, Ihat Yardl reserves the right to cease application support servic- es for verslona of (tier Lfcensed Programs more than 2 years alder than the latest version of the Licensed urograms gen- erally relossad to Yordi's cher". 1, $landard Term. Applloaflon Support services are Subject to this Agreement's terms and bmeiy payment of al} Undisputed. Fees, $ub)ect to fie section 3(c) (Termination for Cause) notca and pure provisions, Yardl may suspend application support services If Client falls to tamely make any Undlsputed t=ee payment. i, Obcolescenca, Yards reserves its right to cease providing appffeatlon support servlco for Licensed programs on the later of: (I) 0 years from the date on which Yanff ceases to license the Licensed Programs, or (II) 8 years from the Effective Date, whichever Is later, Yardl agrees to nofify Client if and when Yardl will ceas appllcaiion support ser- EXHIBIT 1 vices In accord with thls section 70) (Obsolescence) B. ala. a, Client Data Storage, Sub)eci to Force Majeure Events, Yardl agrees to stare all Client Data on Yardf`e pr;_ Mary carver and back-up servers, purli)g this Agreanrent'a term, Cliaht grants to Yardl a non-exclusive license to repro- duce Chant Data ot1 Yardl's primary Server shd backup sarvers solely for Client to use Client Data fn connection with Cllent'e Use of the Licensed Programs. Wwlthstending ria foregoing, if any Chant Data It lost for any reason. Yard[ agrees to use commermally reasonable efforts to recovor lost Citent Dale and will assist Client In IdendfAng lost Client Data, b, Limited Liability for Unauthortzed Client Data Access, Yardl agrees to vee (1) firewalls and other teohhos- ogy gele*fy used In the trade to prevent unauthorized e party acc©ss to its oamputer systems storing Client Data, and (Il) available encryption techXology generally used In the trade to prevent unaulhadzed 9 party+ acoass to Client Date IranSMISslone, hlofwiNtanding the fdrsgoing, Yards shall not be Ifabla to Ghent In the event that (A) its use of arewalle and 'oilier technology generally used In the trade (tont; to prevent unauthorized third party access to Client Data, or (E) Ila uac of encryption technology generety used in the trade falls t4 prevent unauthorized third party access to Ghent Data Gansrtllaslons, Notting in We aeotloo 8(b) (Li= mitod Liability for Uhiruthorixed Client Data Access) shall conpWute a representation or warranty by Yardi that Client Dole storage or transmission wtil be Inaccessible to unau' Vio. dz'ed third parties, D- Cflent Date 8sckupt Client Bata Retrieval. Subject to Foroe Mtajeuro l5vonis, Yardl will: (i) execute (A) nightly database backups to a backup server, (8) Incremental data- base transscdon tag rile backups every SG minutes to a Itaokup server, (C) weekly backups of all Client Data and the Woult pact b a backup server, and (d) nightly Incremental backups of the default path to a backup aerver; (Il) replicate Client's database and default (lath to an off -elle locetlon (La., other than the prinl8ry data center); and (ill) save the lest 14 nighty datebado backups on a secure transfer aerver(I e„ at any given time, the fast 14 nlghUy database lrbckups wal be on [tie secure transfer server) from which Client may rehleve the database backups at any time. 8. �onfidentlspty, a, Cibnfldontiol inforrnatlon Definition. 'Confidential Inforrnatan" means all.taohnlcat and non•teuhnical Informa- tion including: (1) Client Data, (11) patent, copyright, trade secret, end other proprietary Information, (Iii), Inventions, know-how, processes, or algorithms, (Iv) software programs, software source documents, object code, source coda, dale - base dict#nnirloa, network diagrams, UNK diagrams, LI- censed Prcgrama Documentation, (v) devalopment, design detallo and specifications, (VI) a party's financlal Information, (vil) customer Ilsis, business forocasta, Sales and markeling plans and Information, (vtil) the prices offersd or paid per this Agreement for Yardl's products and services, (ix) EA570 rspbris and any Infarmatlon related to 3A574 reports, (x) this Agreement's terms, and (1(I) any other Informallon disclosed by a party, or to which a party Is exposed because of this Aaroement, that the discwosing patty Identifies as confldenfiaf at the lime of dfaciosure or which — by its nature - reasonably 4 Yard Cilant Grsnft ntiaf Data of Praperaton: July 23, 2009 7:22 AM 3-14 should be regarded as confidential, b, Nondlsoicsure and Nonuse Obllgationa, Each party {the "Recelving Party") agrees that It will not use, dlssanilnate, or In any way disolose any Confidential Infor- motion of the other party ithe "OisolciginB Party"), 10 any third party, except that the Recalvhu Harty nssy use the Disclosing Partys Confidential information to the extent necessary io perform its obligations under this Agreement, The Receiving Party agrees that It will treat all Confidential Information wllh the same degree of pare as the Receiving Party accords Its own Confidential information, but in no event less than reasonable care, Tho Recelving Party agrees that It shall disclose Contldengal Informadon only to those Of Its employees and contractors who need to know suoli Information, and the Receiving Party corlifies that ouch employeas and contractors have previously agreed, alther iia a c0nditf011 to employment or In order is obtain the Conti- denllal Information, to be bound by terms and conditions sppllCable to the Receiving Party Under mils Agrltement, The Receiving Party shall Immedlately give notice to the Dlsolces Ing Party of any unauthorlxed use or dlsoloeure of the Dle• closing Partys Confidential Informailon, The Receiving Party agrees to assist the Disclosing Party In remedying any such unauthcrl2ad Use or disclosure of Disclosing Party's Confl- dantia) Informallon. c, 001uslons from Nondisclosure and Nonuse Ob- Ilgatlons, The Raaaiving Pady's.oblWatlons per secllon 9(b) (Nondisclosure and Nonuse 01:11g0ons) shall not apply 10 Confidenllal information that the Rdcaiving Party can docu- ment; (f) was (through np fault of the Receiving Party) public domain at or subsequent to the time the Disctoait}g Party dfsdosed 1110 Information to the Receiving Party, (ll) was rightfully In the Receiving Party's posseasfal free of any conljdanlialUY oblfgatlon at or subsequent to the lima the 131w1oshlog Party disclosed it to the Receiving Party, or (III) Was 'developed by the Receiving Party's employees or agents independent of, and without reference to, any Infer motion tammUNcated to the Recelving Party by the Macica- Ing Party, A ConlidentIVI Information disclosure by the Re• oefving Pearty ollher (A) in response to an enforceable order by a court or other governmental body, (M) as otherwise requlrad by Jaw, or (C) necessary to oetabllsh the rights of either party under thls Agreement, shall not be a breach of this Agreement by the Recelving Party or a wmlver of conti- dentlallty for other purpooag provided, however, the Recaly Ing Party ahafl provide prompt prior writlan noUco of any such C'anfidanilat Information disclosure to the DiocloslnG Party (to the extant allowed by applicable few) to enable the Dlsolosing Party to seek a protective order or otherwiso pre- vent such disclosure, d. ownership and Roturn of Confidential informa., tion and Other Mlateriafa, The Disclosing Party's Confiden- tial Information Is and shall remain the 01;closing Par's proparty, and this Agreement does not grant or Imply any license or other rights to the Discloelrrg Parly'a Conffdentlal Information except as expressly set forth In this Agreement. Within 5 buslrlasa days after the Dlsdosing Party's raqueot, I" Receiving Party will promptly either (at the Dloolosing Partys efaciloo) destroy or deliver 10 Ilio Diacloslng Party all Confidenllril information and materials furnished to the Re- celving Party, and the Racelviab Party agrees to provide a written DWDer's aedlflootion of the ea Ing Party's Com- EXHIBIT 1 pllance with the foregoing obligation. e. Third Party Intermallon Dlsclaoure..The Disdoaing Party shaft not Communicate any Information to the Recely ing Party In violation of the proprietary rights of any third Party, 10. Warrantign. a- Llmlted Warranty, Yardi warrants [het the Licensed Programs will perform subetanitally as epeolfla4 In the Lf- censed Programs Documanlsilon, Yard) does not warrant that the Licensed Programs Mil meet Cllanta requirements and expectations. b, Remedy for Limited Warranty Breach, if Mardi breaches the warranty sat forth In section Me) (Limited Warranty), Yardi agrees to use commercially reasonable allons to modify the Licensad Programs so that they con. foram to that warranty, If such modlfi abon Is not cammercialm ly reasonable, then Yardi will notify Client and Client may terminale this Agreement, In the event Client terminates this Agreement par this section 10(b) (Remedy for Llml(ed war. fenty Breath). Yardi will refund to Cflent, on a pro -rats basis, the annual 11aes paid by Cllenl to Yardi within the year prior to the affective data of Client's terminaflon. T)UP FORE. GOING REMEDY IS CLIENT'S SOLE REM1wDY IN THE EVENT OFA.BREACH OF THE WAftRANTY 89T FORTH IN SECTf0N 1'0(a) (Llmlted Warranty). c, Warranty Dlaolafiner. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND Tib THE FUL• LEST EXTENT ALLOWEb UNNA APPLICABLE LAW, YARDI DISCLAIMS ALL EXPRFS3j IMPLIED AND STA- TUTORY WARRANTIES WITH REGARD TO THE Lt- CENSED PROGAMS INCLUDINO,13jT NOT LIMCTF.D TO, THE IMPLmED WARRANTIES OF MEwRCHANTAB(LiTY AND FITNUS FOR A PARTICULAR PURPOSE, d, Internet Perlormanoa Disclaimer, Yardi does not and cannot control the flow of data via Iha Internet, Such flow depends In *490 peat an the performance of intemel carvlces prevlded or vonlrciied by Wrd parties, At tlmse, ectlons or inactions of such third parilas can Impel( or disrupt the Inleroat Yardl will use mmmerolally reasonable offorla to remedy.and avoid such events, but cannot guarantee that such events vrlll not occur, Accordingly, Yardi dlscladms any liability resulting frrsm or relating to such svents. 1 y, oarnagq k (Ipftatlons, a. Damage Waiver. REGARDLESS OF ANY OTHER PROVISION IN THIS AGREEMENT, AND TO THE FUL• LEST EXTENT ALLOWED BY APPLICASLF LAW, YARDI DISCLAIMS ALL OBLIGATIONS AND LIA61LITIES FOR SPECIAL„ INDIRECT, INCIDENTAL, EXEMPLARY, PUNI- TIVE AND CONSEQUENTIAL DAMAGES, ATTORNEYS'. AND EXPERTS' FEES, AND COURT COSTS (EVEN IF YARDI HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), ARISING FROM OR IN CONNEC- TION WITH THIS AGREEMENT. b, Liability Limit. IN ADDITION TO THE LIMITA- TIONS OTHERWISE SET FORTH IN THIS AC;REEMENT, AND TO THE FULLEST EXTENT ALLOWED BY APPLI. CABLE LAW, CLIENT AGREES THAT IN THE EVENT OF ANY CLAIM OR CAUSE OF ACTION BY CLfENT ARISING Yardi Client Canfl aortal IData+Or Preparation; July 23, 2009 7;22 Air! 3-15 OUT OF OR CONNECTED WITH THIS AGREEMENT, YARDI'S MAXIMUM LIABILITY TO CLIENT, REGARD. LESS OF THE AMOUNT Of LOSS CLIENT MAY HAVE SUFFERED, SHALL NOr EMCEED THE FEES PAID qY CLIENT TO YARDI PURSUANT TO THIS AGREEMENT WITHIN YHE,YEAR PRI04 TO THE EVENT GIVING; RISE TO TH5 LIABILITY. 12.2y.shi , e. Yardie Ownerolilp, Crlent agrees [hat, as between Yard) and Client, Yard Is and shetl remain the sole and ex• aluslvo owner or all right, title and Interest In and to the Ll- cansed programs, Deliverablas, Slie, and Licensed Pro- grams Documentation, and la ail Irrteilacluai property rights In the foregoing. The only rights Client obtains In the Ll- censtd Programs and Licensed Programs Documentation are the licenses granted to Glen In this Agreemant, b. Client's Ownership. Yards agraos that, as between Yardl and Cilent, Client 13 and shall remain the sole and exclusive owner of air Nuhf> title and Interact In and to Cflanl Date, eublect to the License granted to Yardl for Client Hata use In section ti(a) (Client Date Storage). 15, ][ndgMifigolon. a. Indemnity. Yorell agrees to defend, Indemnify and hold Client lisrmlens from and again( any thlyd party glalms, aptlonA 'or demands slfeging fhat Client's Lfse of the Ll. canoed Progrsrms, Licensed Programs bonumantation, and Dolnrerables In accordance with this Agreement'a terms Infringes On. a third party's, proprietary Information, trade- mark, copyright, patent rlghie or Inlsllectual property rights, or Inlsappropriates a third party'a trade aacrels, b, Indemnity Conditions. Yardl's defense and Inderm� rrlAaadon obllga(lon per this section 13(b) (Indemnity Condl- tions) is oontdAoned upon the following; (1) Gllent providirg Yard; with prompt written notice of any claim for which ln- demnlpcatfon Is sought, (11) Yardl having sole control of the defense and settlement of such claim, provided, however, that Client shall have the right to have any suit or proceeding monitored by counsel of ClionVe choice and at its expense; and (ill) Chant's reasonable Cooperation with Yerdl In the defense and settlement of the claire, c, Injunctlon, If the Licensed Programs become the subject of a patent, trademark, copyright, or trade secret misapprcpriaLon or Infr;ngoment clalm, and such claim re- sults — or Is roaeomably likely to fesult — In an InjunQUan against Cltenrs continued Use of the Licensed Programs, Yardl wail (1) replace or mocify the Licensed Programs to avoid Ute mlsopprtpdetionApringernent claim, {Il) secure CAcnt's right tp continue Use of the Lloanced Programs, or (ill) if neither (1) or (II) is commercially, practforrble, olihar party may terminate this Agrooment upon miltan notice to the other party, 14. Erournttnffljng Sgralcea, S. Programming Services, Yareh provides program- ming services Includ?ng, without timliadon, database Gusto, mizefions, user Interlace custom€zatlons, database reports, database scripts and other programming services (aollactive. ly, "Programming eervloes"), b. Programming EXHIBIT 1 gramming Services, If Initlally ordered, are set forth In 5ohs- dule A. Client will otherwise Initiate Programming Service requoele by providing written notice of the dealred services to Yardl, and Yardl will edviso Client of Yardi's availability and sohedule for performing the Programming Services, Programming Services are subject. to Client's wrliten acoop- tonce of; (1) Yardl* schedule for meetng ClIent's Program- ming Service request, and (fl) Yard's Fees for such Pro- gramming ServlAoa. c. Doliversbios Limnos, Subject to 011anl's fold pay. ment of all Undlaputed Pees related to Programming %rvla os, Yardl grants to Oltant a 11011 -exclusive, non transferable (exoept as expressly. provided In this Agreement), limited license for Cllenfs Dsalgnated (;Oars id Use the Dellvafables In oonr octlon with (heir Use of the Licensed Programs. 1E. Aselunment, a. Assignment Limitation, Except for the exceptions speclfiad In section i5(b) {the "Pvrmlttod Exceptions,,), Gllent shall not (ailher directly or Indirectly) assign, sell, con- vey, pledge, or otherwise transfar this Agreement without prat obtaining Ysrdl's express written aonsant, whtch Yardl shall nal unressonably withhold, Except for Wo Permitted Exoeptfons, any attempted assignment made without Yardl's prior express written consent is vold and a material breach of Arra Agreerment, b, permitted Exc4pticne. 6ubjsct tC the Conditions precedant sot forth In this section 15(b) Permitted Excep. VMS), Cllord may assign ths' Llcensed Programa wllhout Yardl's prior content and upon notfoe; (1) to a wholly owned eubsidtary, or (Il) In connection with any merger, acquisition, or reorganlzation involving Client. Any assignment is subject to the fcltowing Conditions; (A) 04ont, or Client's suecassor, conllnuing In the game type of bualneda that Client was con. ducting at the time of this Agreement's execution, and (9) Gllent or Cilent'a successor providing to Yards a written rmllfi- cation and assumption of this Agreement (in a form reason. ably salisfegfory to Yardl) concurrent with the asslgnmont, 1(f. Oufsoarrcina. a. Sarvar Location. Yard) rasarvas the right to locate the servers and other equipment needed to provide the ear - vices confsmplaled by this Agreement either at its facllltlea er at the facilities of lndspendant service providers. Yard) may ehanga the loeallan of the servers and o"r equlprnenl neOdad to provide the ssrvlces under Ho Agreement at any lime during thlo Agreement's term; provided that any such change of location shall not affect Yarell's obilgaitons under this Agreement and shall not Interrupt Chenrs access to the Site, Client Data and tho Licensed Programs. 17. j f)j t n. a Mediation Request; Condition Prsoodent. In the event of a dispute arfsing actor or related to this Agreement Mitch she parties aro urablo to rasoive through direct nuga- Uetlon, obiter party may serve upon the other ai Its pdndpei piece of business a request for mediation, Nellhar party may ills an satlon against the other In any CourL or Initlate any other legal proceeding, unless and until the party seeking to do ea has first requested a madisUon hearing and made a good faith effort In complete Ata mediation process provided in this Agreement. Services �Tiaa Fees for Pro- Yardl Client Confl enHef Oa a of preparation: July 23, 2009 7,2E AM 3-16 b. Mediation Process. The parlles will select a neuml, independent mediator with experience In tha relevant subject matter by the rotas of the office of the Judicial Arbitration and Mediation Service (JAMS) closest to the mediation vanue. The perlloa shall conduct [he modladon rot lens than -lo or more than 20 days from the date the partyrequesting modla- Non gives nodae of the request for medlaffon -to the other party. The parbeg shag conduct the mediation In Sante Bar- bara, California. The'portles shell equally bear Ura mediation costs, a Madlation Confidentiality. The parties shag main. lain the madiallon proceedings In confidence and shall not disclose to thtrd persona the statomerels made In medtagon by Ute other parties or the mediator. The mediation conflden.. Nallty provisions of California Evidence Code sections 1176 -- 1128 shell apply to the mediation proceedings, d. Modlation Statements! Attendee Autharlty. At feaal 5 days before the date of the medlallon, each party shall provide the mediator end the other party wllh a state - Mont of its position and copies of supporting documents. [[Each psrty shall send to the madtatlon a person who has authority to bind the party. a. Non-Sindlnp. If a party parbclpates In good falth In a madtallon and is dissatisfied witlr the outcome, that,parly may "(hen fnvoke all legal rights and remedies evallable to the party at law or In equity. 18, Cie Brat PYOt J!fone. s, tndapendortt Contractor Statins. The parties agree t31at Utey are Independent contractors and nothing In this Agreement Is Intended to make the parties partnere, agents, blot verrfurera, or any Other form of )of* enterprise, or to malts the employees, agents, or representatives of one of the pariles into employees, agents, or representadvea of the other party, No party to this Agreement shall have any ex• press or Implied right or authority to assume or create any obllgatlone on behalf or the other party or to bind the other Party to arry contract, agreomeol, or undertaking with any third party. b, Governing Law. This Agreement shall be governed and determined by the laws of Ura United States and the State of Catffomle as such Iowa are applied to agreements made and performed entirely within the State of California. o. Venue, Any action or proceeding related to or stleing out of tirls Apraement shaft be resolved only In a court of competent Junsdiotion In .tire City of Santa garoara, State of California (of the court of competont lur[adlollon closest to the City of Santa Barbara, CA If no owl of oompetent juds- dicUon restdea In the City of $anfa Barbara, CA), and the parties consent to Uta personal jurtschaVon of such ccurts and expressly waive any right they may oihern+ise have to cause any such action or proceeding to be brought or bled alsowhero, d, Injunctive ftollor. (I) The parries acknowledge and agree that, if Client breaches any of Its obligations under saotlons 2(s) (Licanses), 2(b) (Reetrictfons), 9 (Confidentiality) or 15 (As- signment), Yard[ might Incur Irraparabfe harm and damage that might not the fatly compensat v+iUh monetary damages. C s EXHIBIT 1 Accordingly, IF Client breaches any prcvEston of sections 2(a) (Licansea), 2(b) (Resirlotiona), 9 (Confide6Ua*, ), or 19 (As. signment) Ysrdl may seek speoiflc psrforrnance of Client's obligations under those soollona and Injunctive relief against any further violations of those sectona. (II) The parties acknowledge and agree pial, If Yardl breavhas any of Its obNaaftone under adotlon 9 (Confl. denllallly) Gent might Incur Wisparobla harm and damage that might not be fully componealed with monetary damages, A000rd€ngly, If Yard] breaches any provision of aeotion 9 (Confidentisllly) Client may seek spooifla performance of Yordl'c obligations under [hat section and InjunoUvo rellef against any further violations of that section. e. Rindlnd Wad, This, Agreomert is binding on and Inures to the benefit of the parties and WaIr permuted aa• signs, aumessors, and legal represantallves. f Nattcdtx. (1) The parties shall deliver any hotice required by this Agreement by personal delivery, oerUNed U,S. Mall re- tum receipt requested, or established, reputable expedltad delivery carder providing proof of delivery sarvlee, and will be deemed given upon conllanod delivery to the party to whom I1 Is intended rat its record address, The record ad• dresses of the parties are set forth below. ill) If to Ctant. Attn: Linda Foster HOUSING AUTHORITY OF THE CITY OF SANTA ANA PO Box 22030 San la Ana, CA 92702 (til) if to Yarm Attn: Chlaf Operating Officer YARDI` SY5T5MS; INC, 00 S. Fairview Ave, Goleta, CA 93117 M11-8. ccov lo: ANn; Wool Papariment YARI11 SYSTEMS, INC 430 S. Fairview Ave. Goleta, QA 913117 (Iv) Either party may change Its record addroaa by giving written notice of ouch change to the other party. g, Waiver. The waiver of a party's breach of this Agreement shall not operate or be canstrued as a waiver of any other or subsequent broach. h, Savarablilty. if a court or other body of competent judsdlcUon determines (hat any part of Ibis Agreement is unenforcopbla, the remainder of this Agrcernont shall never Iholesa romoin enforceable. I. beadings. Thls AgreemenCe section headings and r,.apilons are inserted for convenience only and are not in- tended to form a material part of this Agreement. ), Entire Agreement. This Agreement conslitules the final, complete, and exclusive staiiement of the agreement between the parties pertaining to this Agreerrrent's subject _ Yardl A1�' Cliar Conn antt2i " of Preparation, July 2s,, 2009 3-17 7:22 AM matter and supersedes all prior end conternporaneaus un- derstandings or agreements of the pariies. No party has been Induced to enter Intu He Agreement by, nor Is any party relying on, any representepor or warranty except those Inducements, representations and warranlfea expressly set forth in this Agresmenl. K Nori-Sollo€tlNon-HIro, The parties agree not to sot - alt (other than a general soltoltation to the public) the am- ploymenl of, engage as an frdependent contractor, or hire, any employee of the other party while such person Is an employee of the other party and unto such person has not been an employee of the ether party for v manlhs. I, Modiflcetton, The parties may modify or Amend this Agreement by a wrlting signed by both parties. M. Portia Majoure. No€they party shall be Viable under this Agreement for failure or delay to performanae caused by a Force Majeure Evens, If a Forgo Majeure Rvent occurs, the party affected shat€ use commerefelly reasonable aafforte to resume the performance excused by the Farce Majeure Event. n. Signature: Countarporta, This' A�rssmsnl is not binding on the part€es untll both parties have signed It and have received a copy clgnod by the other party. Howayer, boils slflnatures need not appear on the some Copy of this Agreement, so tong as both signed copies have tdentloal contents. The partles may tranarrilt elgnataras on this Agreement by electronle frnnsmteslon, VvWch aha€l be bind - Ing upon the parties. Counterparls witlr original signatures shall be provided to the other party vrlthin 5 days of eloctron- Ic transmisalon; howover, the fallure to provide the original coputprpart shell 119YO no effeat on this Agrsament°s enfor- cosblllty or binding nature, If executed In counterparts, this Agreement will be as affecilvs as If simuftaneously exeeuted. KStgnatura Page Follows EXHIBIT 1 Vans, Client R al fic, *Date of Praparation: July 212009 7:22 AM HOUSING AUTHORITY OF THE Ci1Y OF 6AN7AANA 6y CYNTHIA J, NE00N Executive D}recto+ Date, ATTEST: a101A vPA Y Secretary APPROVED AS TO PORM: Jaoeph W, Matcher General Counsel HOU5iNG A41THOM`T ; CSF THE 17Y OF SANTA ANA Sy. L sa 8tor k Ass6ftl Caunsol ARDI SYSTJ"MS, INC, ('14rdi") tdY; Print Name: Date;` Tex lD NO,; 77-0049061 Rev. 111608 Yartfl Client Confl Date of Prepnretion: July 29, 2009 7;22 AM 3-19 EXHIBIT 1 EXHIBIT 1 EXHIBIT B 2015 Consultant Agreement Between the Housing Authority of the City of Santa Ana and Yardi Systems, Inc. {Attached Separately Paginated} 3-20 EXHIBIT 1 1516 -HN -006 !QQNSULTANT AG IES �I TiYEETV nffit �OUSINg AUTHORITY —CM—QF 5ANT&AN ANLY.ARDI SYSTEMS. TNQ TiLUS AGREEMENT, made and entered into this 4th day of August, 2015, by and between Yardi Systems Inc., a California corporation (heroinatier "Consultant"), and the Housing Authority of the City of Santa Ana, a public body, corporate and politio (hereinafter "Authority"), Tt C A. The Authority entered into the "Application Hosting and Software T,icet}se Agreement" ("Original Agreement") with Consultant in 2009 whereby Consultant has provided certain real property and asset management application soilware and related services to Authority. The Original Agreement has been amended over the years to, among other things, add units and portals. The Orlg wl Agreement is attached hereto and incorporated herein as Exhibit A. B. The Authority desires to colttinue to retain. Consultant for the upcoming annual period under (and as deson`bed in) the Original Agreement due to its special skill and knowledge in providing the Authority with specialized software and related services for the not to exceed amount set forth in Section 2 (Compensation), below. Additionally, Consultant will be providing the Authority its now Yardi Voyager 7s software, C. Consultant mpresonts that Consultant is able and willing to provide such softwrut and services to the Authority, or to renew the Original Agreement for the upcoming annual period reader (and as described ire) the Original Agreament, subject to the not to exceed mount. D. in undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in Its field and that any services performed by Consultant under this Agreement will be,performed in compliance with such standards as nary reasonably be expected from a ,professional consulting fuTa in the field. NOW THE RCI+`C3RI', in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree m follows, 1. SCOPE OF SERVICES The Scopo of Services for Consultant shall be the software and relined sorvicses provided under the Addendum to Application Hosting and Software License Agreement ("Addendtun") for the, upcoming annual }period cinder, and as described in, the Addendum attached hereto and incorporated herein. as Exhibit B, 2. COrIWENSATION a. The Authority agrees to pay, and Consultant agrees to accept total payment pursuant to this Agreoment which shall not exceed Sixty Thousand Dollars ($60,000.00) during the Term of this Agreement. In order to avoid any doubt, in the event Authority decides to renew the Original Agreement, as amended by the Addendum, for a subsequent annual period, additional compensation will be due. b. Payment by Authority shall be made in accordance with the terms and conditions of the Original Agreement, its amended by the Addondum, 3-21 EXHIBIT 1 3. TERIM This Agreement shall commence on the date first Written above and terminate on September 30, 2016, unless terminated earlier in accordance with Section 12, below, 4. INDEPENDENT CONTRACTOR Coigultant shall, during the Entire term of this Agreement, be coastmed to be an independent contractor and not an employee of the Authority. This Agreement is not intended nor shall it he construed to create an employer-employee relationship, a joint venture relationship, or to allow the Authority to exercise. discretion or control over the professional manner in Web Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment Insurance and similar taxes relating to employees and shall be responsible for all applicable wittiholding taxes. S. INSURANCE, -. RESERVED Due to the nature of the services provided herounder, insurance is not required. 6. 1NMUMCATION Each party agrees to and shall iudownify and hold llarir►less the other party, its officers, agents, employees, consultants, special Counsel, and representatives horn liability, (1) , for damages, just compensation, restitution, judicial or equitable relief arising out of third party claims for personal bodily ii1-wy, including health, and claims for tangible proporty damage, which may arise fTom the dircot or indirect operations of the indemnifying party or its contractors, subcontractors, agents, employees, or other persons acting on their behalf; and (2) %•om any third party claim that damages, just cornponsation, restitution, judicial, or equitable relief is due by reason of the terms of or effects arising from this Agr omont, This indemnity and hold harmless agreement applies to all third porty claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or cffacts, arising from this Agreement. 7. CONi+'IT ENTULITY If Consultant receives from the Authority information wl ich due to the nature of such information is reasonably understood to be, confidential and/or proprietary, Consultar4 agrees that it shall not use or disclose such information except in the performance of thla Agreement, and further agrees to exercise the sarne dvgree of care it uses to protect its own hiforrmtion of like importance, but in no event less than reasonable care. "Confidential Information" shill include all nonpublic Welimt7on. Confidential information includes not only written information, but also id- orrnatiou transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of icon -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, though no fault of tide Consultant disclosed irr a publiely available source; (c) is in rightful possession of the ConsuItarit without an obligation of e onb.dontiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consilltant without reference to information discloser) by the Authority. 3-22 EXHIBIT 1 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any i i=or with perfotraarrce of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, in the manner provided in this Section, to the following poisons; To Authority: housing Authority for the City of Santa Ana Connnuuity Development Agency 20 Civic Center Plaza (M-27) P.O. Box 1988 Santa Ana, CA 92702-1988 And: Authority General Counsel City of Santa Ana 20 Civic Center Plaza N-29) P.O. Box 1988 Santa Ana, California 92702 To Consttlt€tnt; Yardi Systems, Inc. 430 S. Fairview Ave. Goleta, CA 93117 Atte: COO And: Yardi Systems, Inc. 430 S. Fairview Ave. Goleta, CA 93117 Attn: General Counsel A party may change its address by giving notice in writing to the other party, Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed And transmitted to the new address, If sent by mail, any notice, tender, demand, delivmy, or other com. anuucation shall be effective or deemed to have been given three (3) days after it has been deposited in the United States maii, duly registered or certif ed, with postage prepaid, and addressed as set forth. above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the Authority and Consultant, And supersedes any and all other agreoments, oral or written, between the parties. fil the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the Authority and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terau and conditions hereof, shall not bind or obligate Consultant nor the Authority. Each party to this Agreement acimowledges that no representations, inducements, promises or agreaments, orally or 3-23 EXHIBIT 1 otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, 11, ASSIGNMENT Inas-much as this Agreement is inteaded to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Authority and any such assignment, transfer, delegation or subcontract without the Authority's prior written consent small be considered null and void, 12. TERMIAi ADON This Agreement may be terminated by the Authority upon thirty (ail) days written notice of termination, In such event, Consultant shall be mititled to receive and the Authority shell pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, however, payment need not be made for work which falls to meet the standard of performance specified in the Recitals of this Agroement. 13, DISCRWINATION Consultant shall not discriwinato because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, -utilization, promotion, teiniination or other employment related activities, Consuharrt affirms that it is an equal opportunity employer and shall comply with all applicable federal, shite and local laws and regulations. 14, JURISDICTION - VENUE This Agreement and all.,gtiestions relating to its validity, Interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreemont has been executed and delivered in the State of California and the validity, intatpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties huuther agree that Orange County, California, shall be the venue for any action or proccoding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all nocesaary licenses, permits, approvals, waivers, and axe notions necessary for the provision of the services hereunder and required by the laws and regulations of the Wited States, the State of California., the City of Santa Ana and all other governmental agencies. Consultant sloop notify the Authority immediately and in writing of her inability to obtain or maintain such pomlits, licenses, approvals, waivers, and exemptions, Said inability shall be ceuse for tcr&dnation of this Agreement. IG. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the term of this Agreement, and shall indemnify Authority fully, including reasonable costs and attorney's fees, for any injuries or damages to Authority in the event that Bach authority or power is not, in fact, held by the signatory or is withdrawn. 3-24 EXHIBIT 1 IN WITNESS WHEREOF, the parties hetet© have executed this Agreement the date and year first above written, ATTEST: Yl � Maria D. Huizar Secretary APPROVED AS TO FORM; Sonia R. Carvalho JJOUSlNG AUTHORITY OI" THE CITY OF SANT ANA 1 David Cavazos Actin; Executive Director CONSULTANT By: J Ryan O. go r a.rdl Syste Inc, Assistant nsel By; � 4 Tltlpe, TIN{ 3-25 EXHIBIT 1 IN WITNESS WHEREOF, the parties hereto have esecpted this Agreement the (late and year first above Written. ATTEST: Marra D. Huizar Housing Authority Recording Secretary APPROVED AS TO FOO M: Sonia R. CaEwalho Authori en ral ounsul By: Ryan D,1 o ge Assistant u11sel HOUSING AUTHOWTY OF THE CITY OF SANTA ANA 14e . y Rende s Executive D"oct r CONSULTANT Yardi Systems, Inc. By; Title; TIN# 3-26 This page intentionally left blank EXHIBIT 1 ExxIDrr D Addendum to Application Hostig and Software License Agreement (Attached Sepat+7tely PagitWed) 3-37 EXHIBIT 1 YARD! SYSTEMS, INC, ADDENDUM TO APPLICATION HOSTING AND SOFTWARE LICENSE AGR'EEMIl BETWEEN YARDI SYSTEMS, INC. ("YARDP) AND HOUSING AUTH011 OF THE CITY OF SANTA ANA ("CLIENT") (this "Addendum") Addendum Effective Oslo: September 18, 2015 Yards Client Pin Number: 100033204 Yardl Order Number: 85341 Client and Yard! amend their Voyager Application Hosling and Sottwara License Agreement, dated July 27, 2009, and as amended to date (the "Agreement"), as follows: 1. The title of the agreement shall be deleted and replaced with SaaS Subscription Agreement, 2, The Site dal llon shall be deleted and replaced with the fallowing definition: "Yardl Cloud" means the hardware, software, storage, firewalls. Intrusion detection devices, load balancing units, switches and other hardware that make up the Yardi Cloud. 3. All references to "Site" shall be deleted and replaced with "Yardl Cloud" as defined in motion 2 of this Addendum. 4, Section 8(a) (Term) of the Agreement is deleted and replaced with the following: a. Term. This Agreement commenced on the Effective Date and shall remain In full force until September 30, 2016 (the "Initial Term') unless earlier terminated in accord with section 3(c) (Termination for Cause). Upon expiration of the Initial Term, this Agreement shall automatically renew for sucoesslvs 1 -year terms (each a "Renewal Term") unless a party provides written notice of non -renewal at least 30 days prior to explrailon of the then -current (Initial or Renewal) Term, The Inttlal Term and Renewal Terms) shall be collectively referred to as the "Term," 5. Section 3(b) (Termination for Convenience) of the Agreement Is deleted and replaced with the following: b. Termination for Convenience. After September 30, 2018, Client may terminate tFils Agreement without cause and for Its convenience upon 39 calendar days prior wrliten notlea. Upon a lerminallgn for convenience, Client shall promptly pay any Undlsputed Pees owed to Yardi as of the elfective data of Client's terminatlon, If Client terminates 1l Agreement pursuant to this section 3(b) (Terminallon for Convenience), Client shall not be entitled to a refund of any ll 6. The word "term" In the Agreement where context Indicates use of word "term" to mean contract durall©n shall now be capitalized 7. Section 7f a) (Total Hours Included) shall be deleted and replaced with the following: a, Total Hours Included. Client's annual application support allotment is spedfled in Exhibit 2 (Yard! SaaS Subscriptlon Sarvtces and Governance Schedule), Notwithsfanding Ile multi-year Term set forth in section 3(a) (Term), Client's annual Fees and Included annual appllcatlon support allotment apply for annuat periods ending on each Anniversary Date, and shall not include unused application support time from prior annual periods. If Client needs additional application support hours at any time, Client may purchase additional hours at Yardi's then -current prevailing application support rata at the time Clientneeds the hours. 8. Notwlthstanding the multi-year Term set forth In section 3(a) (Term), Client agrees to pay Client's annual Fee annually In accord with Exhibit 1 (Replacement Schedule A: Fee Schedule). 9. The follawing section is added to the Agreement: Data Use. Yardi may aggregate, compile, and use Client Data in order to improve, develop or enhance the Licensed Programs andlor other services offered, or to be offered, by Yardl; provided that no Cllent Data is Identifiable as originating from, or can be traoed back to, Client or a CIIent customer, tenant or resident In such aggregated form. ill, All references to "appitcalfon hosting,' "ASP," "ASP serv9ce," or "hcsting' shall be deleted and changed to Yard] Cloud Services or Sao$ Hosting defined as follows: "Yards Cloud Services" or 'SaaS Hosting" means installation, maintanance and service of the hardware and soriware comprising the Yards Cloud. Yardl ���"t;tlent ' gage 1 of 6 Confidential Preparation Date: 911812315 3,39 PM 3-38 EXHIBIT 1 11 Schedule A (Fee Schedule) of the Agreement is deleted and replaced with Exhibit 1 (Replacement Schedule A: Fee Schedule), Exhiblt 2 (Yard) SaaS Subscripticn Services and Governance Schedu€e), and Exhibit 3 (Additional Terms) to this Addendum. ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT. Please Indlcate your approval by signing this document and returning to Yardi Sales Administrallon for Jay bAcWhlnnay via fax at 805.699.2041 or via small at Sal esAdmin@yardl,cam. Payment may be mailed to: Yardl Systems, Inc. Attn: Accounts Receivables 430 South Fairvlew Avenue Santa Barbar©, CA 93117 A PR VA Having read and agreed to Its terms, the parties executed this Addendum effective as of the Addendum Effective Bate. HOUSING AUTHORITY OF THE CITY OF SANTA ANA ("Client") By: VwAs]�,/L Bate: u Print Name: Title:tfil.l'T Rev. 033115 YARDI SYSTEMS, INC. ("Yardl") Hy: Date: a Print Name: Jeff Bala, — Title: TIllreclor f PYardi ` LClient9 ae 2 of 6 Confidential Preparation Bate: 911812015 3:39 PM 3-39 EXHIBIT 1 Temporary Existing Program License Expiring March 31, 2016 EXHIBIT 1 Count Total Price Temporary Existing Program License Month Replacement Schedule A: Fee Schedule included One -Time Services Fees Voyager SaaS Select Annual Fees Unit of Measure SIUOM UOM Count S1UOM Concession Not 51UOM (UOM) Count SIUOM Concession Net $IUOM Total Price Voyager PHA Property MgmI. 8 Accounting Unit 2,300 $20.00 ($7.35) $12.65 $29,095.00 Inspector General Unit 2,300 $2.00 ($1.25) $0.75 $1,725.00 RENTCafd PHA Applicant Portal each 1 $10,000.00 ($3,996.05) $6.003.95 $6,003.95 RENTCaF6 PHA Landlord Portal each 1 $10,000.00 ($3,996.05) $6,003.95 $6,003.95 RENTCafd PHA Online Applications Portal each 1 510,000.00 ($3,996.06) $6.003.94 $6,003.94 Total Annual Fee $48,831.84 Temporary Existing Program License Expiring March 31, 2016 Total Fees Due Net Price Annum Fees for the perlod October 1, 2015 to September 30, 2016 $46,831.84 Sales Tax asap s applicable Total Due 548,831,84 F. Additional Terms PAYMENT TERMS: 100% payable 15 days from the execution date of this Addendum. Client may change the licensed Unit count with a minimum Increaseldecrease of 25 Units. Client's Total Annual Fee is subject to Increase on each Anniversary Date; such increases shall not exceed the percentage Increase In the U.S. Department of Labor, Bureau of tabor Statistics' Consumer Price index for Urban Wage Eamers and Clerical Workers (CPI -W): U.S. City Average for the preceding year. Yardi Client Page 3 of 6 Confidential Preparation Date: 9118/2015 3:39 PM 3-40 UOM Count Total Price Temporary Existing Program License Month 6 included One -Time Services Fees SJUOM UOM Count S1UOM Concession Not 51UOM Total Price Application Support Hours Hour 75 $120.00 ($12Q.00) $0.00 $0.00 Start -Up Fees for DUs Previously Started Up DU 21 $300.00 ($300.00) $0.00 $0.00 Total One -Time Fee $0.00 Total Fees Due Net Price Annum Fees for the perlod October 1, 2015 to September 30, 2016 $46,831.84 Sales Tax asap s applicable Total Due 548,831,84 F. Additional Terms PAYMENT TERMS: 100% payable 15 days from the execution date of this Addendum. Client may change the licensed Unit count with a minimum Increaseldecrease of 25 Units. Client's Total Annual Fee is subject to Increase on each Anniversary Date; such increases shall not exceed the percentage Increase In the U.S. Department of Labor, Bureau of tabor Statistics' Consumer Price index for Urban Wage Eamers and Clerical Workers (CPI -W): U.S. City Average for the preceding year. Yardi Client Page 3 of 6 Confidential Preparation Date: 9118/2015 3:39 PM 3-40 EXHIBIT 1 EXHIBIT 2 Yaratl Sa&S Subsorfpdon Services and Governance Sohedule Yardl Claud and Client Access Yard] will allow Client access to the Yardi Cloud via the following methods. I. Via Intemet URL to access and operate the licensed Programs. 2, Via remote desktop to access the following, depending on operating requirements: a. The Lloansed Programs' reports path for management of the Licensed Programs support files; b. A dafabaso-level query tool; Q. 12eporting-wriUng software, If applicable (third -party software licensing not included); d. Cllentserver•based system administration tools provided by Yardl. Yardl Cloud Services Yard[ will provide the following Yardi Cloud Services as they Wats to the Yardl Cloud: I . Installation, maintenance (deployment of Microsoft patches and upgrades) and licensing of M[eroscft Operating System; 7, Installation, ma]ntenenoO (deployment of MiorosoR patches and upgrades) and licensing of Microsoft 5gLServer; 3 Insta[fation, maintenance (deployment of Yard[ patches and upgrades) and licensing of the Licensed Programs Yardi Cloud Data and File Management Yardl will provide data and file management services per the following guldellnes. i. Yardl will provide Client one live and one test databaso for the Licensed Programs. Client may purchase additional databases or webshares at Yardl's then -current prevailing rate for additional databases or webehores at the time of Client's request. 2. Yardi will provide up to ITS of Combined Storage at no additional charge. "Combined Storage" means, (1) Citant Hata file storage on file servers separate from the database server used to serve Client Data; (ii) Client Data storage held within database servers and utilized by the Licensed Programs; and (ill) any other digital storage required by Client's Use of the Yardl Claud and Licensed Programs In accord with this Agreement. Client may purchase additional Combined Storage at Yardl's then -current prevailing rate for add]Ilonal Combined Storage at the time of Client's request. 3. Subject to Force Majeure Events, Yard] will execute 4. Nightly backups of Olen is live database to a backup server; b. Nightly backups of Cllent's live database and the reports path to a backup server; and o. Near -real-time replleation of the database and default path to a separate, off-sfte disaster recovery location. 4. Database backup files wll! be maintained for 14 days an a server accessible by Client via secure transfer server (i.e., at any given time, the last 14 nightly database backups will be on the secure transfer server) from which Cilanl may retrieve the dateless backups of any time. Licensed Programs Support and Governance of Use Yardi will provide consulting and technical support for the Licensed Programs per the foliowing guidelines, 1. Implementallon, consulting and support of the Licensed Programs and the Licensed Programs' deployed components, where applicable; 2. Yardi wN periodically make available to Client (at no edd]lloral cost to Client) updates, upgrades and current versions of the Licensed Programs which will Include corrections, enhancements, and/or Improvements. Cllent reserves the right to refuse updates and upgrades of the Licensed Programs; provided, however, that Yordl reserves the right to cease applicatlon support services for versions at the Licensed Programs more than 2 years older than the latest verslon of the Licensed Programs generally released to Yardrs clients. Annual Pass Include Client's Annual Fees Include access to the Yardi Cloud, Licensed Programs license Fees, Licensed Programs updates/upgrades, up to 3 Remote ,Administrative DUs (dafilned below), and 98 Licenser! Programs application support hours/year. Yardl will debit all applicaticn support services (in'!, -hour increments with a'1 -hour minimum) against Client's above-noiad appllzaticn support aliotment except when related to a Software Error. "Software Error' means a reproducible failure of the Licensad Programs to mateflaily perform as specified in the Licensed Programs Documentation, Client acknowledges that data preparation and post conversion date clean-up Is Inherent In any data conversion, and such additional efforts associated with a Client data conversion – if performed by Yardi will be debited against Cllenl's application support service allotment. Notwithstanding the multi-year Term set forth In section 3(a) (term), Client's annual fees and included annual application support allotment apply for annual periods ending on each Anniversary Date, and shall not Include unused application support time from prior annual periods, If Client needs additional application support hours at any lima, Client may purchase additional hours at Yardl's then -current prava`€ling application support rate at the Jima Client needs the hours "Remote Admin"ative DU' means a Designated User utlilztrg remote access technology to access the Yardi Cloud, Licensed Programs, and/or Client Oala for system administrative purposes on behalf of Client. Yardl's Remote Administrative DU charge Fee Is Slat)/clhange. Yardi 12— Client Page 4 of f Confidentlal Preparation Crate: 9/18/2015 3:39 PM 3-41 EXHIBIT 1 EXHIBIT 3 Additional Terms Additional terms for productslmodulas licensed In 6xhlblt 1 (Replacement Schedule A: Fee Sohedule): 1. pHA Property Management and Accounting Includes: lWall, AM Base, Conductor, Inspections, Maintenance, Electronic Banking, ACH for Al Fixed Assets & Inventory Control, Construction/Grant Management, WIPS 2. RENTCaf6 PHA Applicant Portal, RENTC06 PHA Online Applications Portal, and RENTC06 ANA Landlord Portal terms: Includes access to Yardi standard workflows and library of existing forms. Additional workflows or custom forms may be available at an addlllonal fee upon Client's request. With respect to any content or trademarks provided by Client for use In connection with Client's Use of Yardl RENTCa* PHA Applicant Portal, RENTCaf6 PHA Onllne Applications Portal, and RENTCafQ PHA Landlord Portal, Client represents that Cliant has All necessary right, title, and/or Interest In and to any such content or trademarks, and agrees to defend, lndemnlfy and hold Yardi harmless from and against any claims, damages or lasses resdflnp from a beach of the foregoing warronly. 3. Walk -In Rent Collection/Rant Payment Services (WIPS") terms: a. Client acknowledges and agrees to pay all fees and other charges, Including any stalsmenL service, ohargeback, application, rejection, return, reversal, eefund, debit or other fee Imposed by a processing Institution, correspondent bank, merchant bank or other Institution In connection with the authorization, processing and settlement of Client's Trensaalions. b. Client acknowledges and agrees that It must do one of the following: (1) utilize a banking instllutton that is supported by Yard[, (1I) secure the agreement of Cllent's banking Institution to work with Yardi Ir Interfacing V"lIPS with Client's banking institution (in which case reasonable time will be necessary to complete the Interface in light of the Interface requirements); or (Ili) sign-up for, and utilize, Proflt5lars' banidng Institution processing services. c. Client acknowledges and understands that CheckFreaPay Is a thlyd party vendor and licensed money trarsmltter and Is solely responsible for Its network of agents (the "Agents"). Client further acknowledges and understands that among various other unrelated business transactions: (I) Agents accept cash -only rent payments from WIPS tenants In exchange for a nominal convenience fee (fear purposes of this Addendum, each cash payment remitted by a tenant through WIPS, less the Agent's convenience fee, Is referred to as a "Payment'); and 01) Yardl does not collect rent dfractiy from any teranl through WIPS and has no control over the Agents or CheckFraePay's Agent network. d. Client acknowledges and understands that the tenant, not the Agent, determines how much rant to pay using WIPS, Because the Agent will accept whatever cash sum the tenant desires to pay and will charge a convenience fee each lime a payment Is made, the Paymenl(s) made by a tenant to the Agent may be less than, equal to, or greater than the total rent due. Acoordincdly, Client acknowledges and understands that the rent payment subsequently reflected In Voyager and ultimately credited -to Client's account may be an under- or over -payment of the tenant's rent. Except to the extent ouch under- or over-paymant is caused solely by Yardi's negligence or willful misconduct, Client expressly ecknowfedges and agrees that the payment of rent is a matter between Client and tenant and Client agrees to defend, fndamnlfy and hold Yardl harmless from and against any third party (Including tenant) claims relating to or arising out of tfre use of WIPS. a. Typically, Voyager wili reflect each Payment within.1 business day and each Payment will be credited to Client's deslgnated account wlthln 3 business days, Because delays may arise from time to time, these are targets and not guarantees; however, so long as Client has provided all necessary and correct payment Processing Information to enable Yardl to properly facllitato the routing of Payments from the Agent to the Client, Yardl has the appropriate guarantees from CheckFraePay that CheckFreePay will promptly and ecouratety deliver to Cllerl all Payments made using 1MIP8, f. Gflent expressly acknowledges and agrees to the following Office of Foreign Asset Control (OFAC) obligations: 1. Client shall net use WIPS, or allow WIPS to be used, for any purpose other than the payment of rent end related charges by tenants who physically occupy the dwelling for which the rant payment or related charges apply. ii. C#lent shall at all times comply v"lth all OFAC requirements and fulfill alt OPAL responsibifllfes that apply to Cllont concerning the administration and enforcement of economic and trade sanctions against targeted foreign slates, organizations, and lndlvtduals, Induding providing any Informallon to Yardl that Is reasonably necessary for Yard[ to fulfill Its obligations under OFAC, If any. til. If at any time Client discovers or reasonably believes a tenant, employee or organization on the Specially Designated Nationals and Blocked Persons List, published from time to time by OFAC (the "OFAC Llst"I, Is using WIPS for any reason, Cllont shall Immediately notify Yardl and cooperate fully with any subsequent investigation or request for Irrformatlon that may be required In connection with complying with OFAC requirements and all other appl4able laws and regulatlons. iv, Except to the extent an OFAC violation arises solely as a result of Yardi's gross negligence or willful misconduct, Client agrees to defend. Indemnify and hold Yardi and Its parent, subsidiaries, directors, offlcers, agents, representatives, and employeas harmless from all claims, losses, penalties and other liabilities rotating 10 or arising out of any acts or omissions by Client and its parent, subsidlaries, directors, offlcers, agents, representatives, landrts or employees that give rise to an OFAC violation. g. Terms Applicable if Client Uses Yardi's Master Merchant Account with WIPS Transactions If Cf[ent utilizes Yardl's Master Merchant Account with ProfltSlars for WIPS Transactions, Client acknowledges and agrees that: ()) Client may only process tenant rent payment WIPS Transactions through Yardi's Master Merchant Account with Proflt9tars, and (11) Client agrees that Yardi may satisfy reimbursement for any fees and other charges, Including any statement, service, chargeback, application, rejection, return, reversal, refund, debit Yardi vCllant Page 5 df Confidential Preparallor Bete: 0/18/2016 3.39 PM 3-42 EXHIBIT 1 or other fee Imposed by a processing Institution, correspondent bank, merchant bank or other institution in connection w€ih the aulhorizatlon, processing and settlement of Client's WIPS Transactions from subsequent deposits to the corresponding bank account. Additional DUs Included with productslmodufes licensed In Exhibit 1 (Replacement Schedule A Fee Schedule}; 1. PFIA Property Management and Accounting Includes: 1 DU per 100 Units ImplemontatlonffraWrig [retails: 1, Imptamentstlon1Tralning- Client is an existing Yordl client and has therefore requested that Yardl not be responsible for Implementation or training. Client understands that If Yardl conducts Implementation or training at Client's request In the future, the charge will be the then -current prevailing ImplamentaLorVlralning rale, plus reasonable expenses, in accord with section 5(c) (On -Sites), Concession Details: 1. All annual concessions sot forth In Exhibit 1 (Replacement Schedule A, Foe SchedWe) are contingent upon Client maintaining the license count set forth In Exhibit 1 (Replacement Schedule A: ree Schedule). If Client reduces the Initial license count by more than 10%, the concession shall be reduced In correlation to the license reduction. For example, if Client reduces the Initial license count by 50x,, the annual concessions set forth in Exhibit 1 (Repiaeomant Schedule A; Fee Schedule) shah be reduced by 50%. Otherierms; 1. Client acknaw;edgea that additional Units, DUs, and Uransed Programs (i.e., In addition to those Initially sat forth In Lxhibft 1 {Replacement Schedule A: Fee Schedule)] require additional Fees at Yardi's then -current, cumulative, CPI-lnoreased base rale (which base rate sheil be annually CPI -Increased upon Invoicing approximately BQ days prior to each Anniversary Date) for the additional Units, DUs, or licensed Programs at the time of Client's request Subject to: (;) at least 5 business days prior wrMon notice from Client; (it) Client's execution of an amendment to the Agreement; and (Ili) subject to payment of additional Fees, Yardl will Increese Client's licensed maximum number cf Dealgnated Users or Units. 2, Yardl shall provide to Client a temporary extension of Client's Voyager ASP license (a) for 6 months from the Effective Dale of the Addendum or (b) until Cilent's next Anniversary nate, whichever comes sooner, 11 the temporary license extension is provided unit; Client's next Annlversary Date and is less than 6 monL'ns in duration, Client may request an eddltlonal extension to the Voyager ASP license, not to exceed a total of 6 months, upon payment of Client's Annual Fees for the subsequent year, Yard! 1 Cllent Page 6 of 6 Confidential Preparation Date: 9/1812415 3:39 PM 3-43 This page intentionally left blank EXHIBIT 1 EXHIBIT C Fee Schedule (Attached Separately Paginated) W i , EXHIBIT 1 SCHEDULE A Fee Schedule Yardi Pin #: 1 00 03 3204 Yardi Order#: 174957 Voyager SaaS S®IectAnn ual Fear Total Fees Qua Annual Fes Saas Tax as applicable Total Due $51,301.65 Additional Terms 1. PAYMENT TERMS (excluding applicable taxes): 100% payable upon execution of this Agreement. 2. Client may request future paperwork to increase/decrease the licensed Unit count by a minimum of 25 Units. Client may access Yardi Client Central to increaseldecrease the licensed Unit count online without a minimum. 3. 4. Additional terms are set forth in the following schedules to this Agreement: B —Yardi SaaS Subscription Services and Governance Schedule C -- Additional Terris 5. Client's total Annual Fee and total Monthly Fee are subject to increase on each Anniversary date; such increases shall not exceed the percentage increase In the U.S. Department of Labor, Bureau of Labor Statistics' Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI -W): U.S. City Average for the preceding year. Page age 8 of 11 Preparation Date: August 16, 2018 4:45 PM 3-45 Unit of Measure $II,lOM Net License (UOM) Count $tl1OM concession $fUOM Annual Faa Voyager PHA Property Mansgemen: Unit 2,300 $24.00 ($6.68) $13.32$30,639.00 Inspector General Unit 2,300 $2.00 ($5.22) $0.78 $1,790.00 RFNTCafe PHA Online Applications Portal each 1 $10,000.00 ($3,879.39) $6,320.51 $6.320.61 RENT046 PHA Applicant Portal each 1 s10,u0c.c0 ($3,870.38) $6,320.62 $6,320.62 RENTCatg PHA Resident Portal each 1 510,000.00 ($3,979.38) $8,320.62 $6,320.62 Total $51,381,85 Total Fees Qua Annual Fes Saas Tax as applicable Total Due $51,301.65 Additional Terms 1. PAYMENT TERMS (excluding applicable taxes): 100% payable upon execution of this Agreement. 2. Client may request future paperwork to increase/decrease the licensed Unit count by a minimum of 25 Units. Client may access Yardi Client Central to increaseldecrease the licensed Unit count online without a minimum. 3. 4. Additional terms are set forth in the following schedules to this Agreement: B —Yardi SaaS Subscription Services and Governance Schedule C -- Additional Terris 5. Client's total Annual Fee and total Monthly Fee are subject to increase on each Anniversary date; such increases shall not exceed the percentage increase In the U.S. Department of Labor, Bureau of Labor Statistics' Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI -W): U.S. City Average for the preceding year. Page age 8 of 11 Preparation Date: August 16, 2018 4:45 PM 3-45 This page intentionally left blank