HomeMy WebLinkAboutItem 03 - Agreement with Happy Software, LLC Housing Authority
https://www.santa-ana.org/cd
Item # 3
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 4, 2021
TOPIC: Agreement with Happy Software, LLC
AGENDA TITLE:
Approve an Agreement with Happy Software, LLC for Housing Authority Management
Software
RECOMMENDED ACTION
Authorize the Executive Director of the Housing Authority to execute an agreement with
Happy Software, LLC to provide housing authority management software services
beginning June 1, 2021 and expiring May 31, 2024, for a total amount not to exceed
$200,000 over a three-year period, subject to non-substantive changes approved by the
Executive Director and Authority General Counsel.
DISCUSSION
On March 1, 2021, the Housing Authority issued a Request for Proposals (RFP # 21-031)
for housing authority management software from professional public housing authority
software providers to provide housing authority management software services for the
Housing Choice Voucher Program (Exhibit 1). Responses to the RFP were accepted until
Monday, March 22, 2021.
The Housing Authority received three (3) proposals prior to the deadline. Staff then
conducted a minimum threshold review of each submitted proposal to determine if all
minimum program and RFP requirements were met by the proposal. Following the
minimum threshold review, staff formed a Review Panel consisting of three (3) employees
from the Housing Authority. The Review Panel used the Scoring and Selection Criteria
from the RFP to make a determination on which firm to recommend to the Housing
Authority Board for approval. The firms that submitted a proposal are:
Software Provider Cost for Services per Year
Happy Software, LLC $52,793
Emphasys $42,502
PHA-Web $19,550
Following this RFP process, the Review Panel is recommending the Housing Authority to
execute an agreement with Happy Software, LLC to provide housing authority
management software services beginning June 1, 2021 and expiring May 31, 2024
Agreement with Happy Software, LLC
May 4, 2021
Page 2
6
8
1
(Exhibit 2). The total cost of the agreement over a three-year period is not to exceed
$200,000. This will allow staff to request for technical assistance from Happy Software,
such as customizations of the software or additional services for owners, tenants and
applicants.
Since June 2020, the Housing Authority has used the software provided by Happy
Software, LLC for the administration of the Housing Choice Voucher Program. This
software is essential to the operation of the Housing Authority and its obligation to
electronically transfer data to the U.S. Department of Housing and Urban Development
(HUD) on a regular basis and disburse millions of dollars in rental assistance funds every
month. The software tracks all program information on thousands of applicants,
participants, 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. In addition to the day-to-day use of the
software, the annual license includes system upgrades, software updates, all pertinent
user manuals, staff training, as well as the Housing Authority’s applicant, owner and
tenant on-line portals.
Staff is not recommending approval of the two lower cost proposals for two reasons. First,
staff have received an outstanding quality of service from Happy Software, LLC over the
last year. The software has a user-friendly interface and staff have been very satisfied
with their quality of service. It is a good product being used by hundreds of other housing
authorities across the country. Second, there are large hidden costs not reflected in the
other proposals for staff time and training to transition to a new housing management
software. Specifically, the transition to a new software would entail at least a six-month
process of training and cross-training fifteen Housing Authority employees. This includes
a week-long training of all fifteen employees (40 hours x 15 employees) and two weeks
of additional training and assistance for two supervisory-level employees (80 hours x 2
employees). The total number of staff hours required would be approximately 680 hours.
This does not include unanticipated costs for assistance from our Information Technology
Department and Finance and Management Services Agency staff. Therefore, although
the proposal with Happy Software, LLC is higher than the other two proposals, staff values
their high quality of service and wants to avoid the large hidden costs required on the
backend to switch to a new software provider.
FISCAL IMPACT
Funding for the Happy Software, LLC agreement is available in the FY 2020-2021
Housing Authority Other Contractual Services account (no. 14018760-62300) and will be
budgeted in future fiscal years for expenditure as shown in the table below:
Agreement with Happy Software, LLC
May 4, 2021
Page 3
6
8
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Fiscal Year Accounting
Unit - Account#
Accounting Unit, Account
Description Amount
FY 20-21
(June)14018760-62300 Housing Authority-Vouchers ADM,
Contract Services-Professional $ 5,550
FY 21-22
(July-June)14018760-62300 Housing Authority-Vouchers ADM,
Contract Services-Professional $ 66,700
FY 22-23
(July-June)14018760-62300 Housing Authority-Vouchers ADM,
Contract Services-Professional $ 66,700
FY 23-24
(July-May)14018760-62300 Housing Authority-Vouchers ADM,
Contract Services-Professional $ 61,050
Total Contract Amount $ 200,000
The above spending plan is only an estimate and subject to change.
Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director – Finance and
Management Services Agency
EXHIBIT(S)
1. Request for Proposals for Housing Authority Software
2. Agreement with Happy Software, LLC
Submitted By: Steven Mendoza, Assistant City Manager
Approved By: Kristine Ridge, City Manager
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 1
REQUEST FOR PROPOSALS
RFP # 21-031
HOUSING AUTHORITY MANAGEMENT SOFTWARE
HOUSING AUTHORITY OF THE CITY OF SANTA ANA
Community Development Agency
20 Civic Center Plaza
Santa Ana, CA 92701
Judson Brown
Housing Division Manager
(714) 667-2241 Office
(714) 667-2225 Fax
jbrown@santa-ana.org
KEY RFP DATES
Issue Date: Monday, March 1, 2021
Deadline to Submit Questions: Monday, March 8, 2021 at 5:00 P.M.
Response Posted on City Website: Monday, March 15, 2021 at 5:00 P.M.
Proposal Due Date: Monday, March 22, 2021 at 3:00 P.M.
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 2
NOTICE INVITING PROPOSALS
NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms to provide Housing Authority
Management Software for the Housing Authority of the City of Santa Ana (CA093). Responses to this
Request for Proposals (RFP) will be accepted until Monday March 22, 2021 at 3:00 P.M. If further
information is required, please contact Judson Brown, Housing Division Manager, at (714) 667-2241 or
jbrown@santa-ana.org.
MAILED, DELIVERED BY HAND or COURIERED proposals will be accepted as follows:
Housing Authority of the City of Santa Ana
Community Development Agency (6th Floor)
Attention: Judson Brown, Housing Division Manager
20 Civic Center Plaza, M-26
Santa Ana, CA 92701
It is the responsibility of the proposer to see that any proposals submitted shall have sufficient time to be
received by the Housing Authority of the City of Santa Ana prior to the proposal due date and time. Questions
regarding this Request for Proposals shall be made in writing via e-mail to Judson Brown at Jbrown@santa-
ana.org.
The receiving time at the Front Desk of the City of Santa Ana, Community Development Agency, 6th
Floor, 20 Civic Center Plaza, Santa Ana CA 92701 will be the governing time for the receipt of
proposals. Late Proposals will NOT be considered and will be returned to the proposer unopened.
TELEGRAPHIC, ELECTRONIC AND FACSIMILE PROPOSALS WILL NOT BE ACCEPTED
ONLY SEALED RFP RESPONSES ARE ACCEPTABLE
DO NOT E-MAIL RFP RESPONSES
DO NOT FAX RFP RESPONSES
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 3
HOUSING AUTHORITY OF THE CITY OF SANTA ANA
REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE
PAGE
I. INTRODUCTION 4
II. PERIOD OF CONTRACT 4
III. SCOPE OF WORK / SERVICES 4
IV. GENERAL INFORMATION 5
V. CONTRACTOR RESPONSIBILITIES 5
VI. INSURANCE REQUIREMENTS AND CITY BUSINESS LICENSE 5
VII. RULES FOR PROPOSALS 6
VIII. E-MAIL COMMUNICATIONS AND INTERPRETATIONS /
CLARIFICATIONS
6
IX. ADDENDA 6
X. SUBMITTAL INFORMATION AND DEADLINE 7
XI. MINIMUM QUALIFICATIONS 7
XII. SUBMITTAL REQUIREMENTS 7
XIII. CONTRACTOR SELECTION – PROPOSALS AND EVALUATION 8
XIV. PUBLIC RECORDS 9
XV. FILING A PROTEST 9
EXHIBIT A SCOPE OF SERVICES 11
EXHIBIT B PROPOSERS STATEMENT AND FEE SCHEDULE 14
EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL
GENERAL LIABILITY AND BUSINESS AUTOMOBILE POLICIES
15
EXHIBIT D REFERENCES AND RELEVANT WORK HISTORY 16
EXHIBIT E PROPOSAL AND CONTRACT AGREEMENT – PROPOSERS
STATEMENT
18
EXHIBIT F PROPOSAL AND CONTRACT AGREEMENT – CERTIFICATION
OF NONDISCRIMINATION BY CONTRACTOR
19
EXHIBIT G NON-COLLUSION AFFIDAVIT 21
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 4
HOUSING AUTHORITY OF THE CITY OF SANTA ANA
REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE
I. INTRODUCTION
The Housing Authority of the City of Santa Ana (CA093) is issuing this Request for Proposals (RFP) for
Housing Authority Management Software from professional public housing authority housing software
providers to provide housing management software services. The scope of work may include any and all
work efforts related to the housing software per EXHIBIT A – SCOPE OF SERVICES.
II. PERIOD OF CONTRACT
Unless earlier terminated as allowed for in the Agreement, agreement term shall be for a period of three (3)
years for a maximum contract amount of $200,000. The agreement term is anticipated to commence after
City Council / Housing Authority award of this agreement and upon receipt and approval of all required
insurance documents.
III. SCOPE OF WORK / SERVICES
The scope of work may include any and all work efforts related to the Housing Management Software per
EXHIBIT A – SCOPE OF SERVICES
The Contractor shall be capable of providing experienced, knowledgeable and professional staff. The
Contractor shall be responsive and maintain excellent working relationships with city residents, businesses,
government officials and City staff. The Contractor shall provide adequate staffing levels at all times and
adhere to established schedules. The Contractor shall be knowledgeable of and comply with federal, state
and local regulations, including but not limited to:
The Contractor must be thoroughly familiar with the application areas specified and have an
installed base of customers currently using the proposed products.
The Contractor shall have the staff, technical and financial resources to reliably install and
support the proposed system.
The Contractor shall thoroughly document its experience in the Housing Choice Voucher
Program and financial software, as well as, the qualifications of staff who will be assigned to this
project and its financial resources.
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 5
IV. GENERAL INFORMATION
A. The term of the contract will begin after the contract is awarded by the City Council / Housing Authority
and upon receipt and approval of all required insurance documents..
B. When determined appropriate, the Housing Authority will provide information in its possession
relevant to preparation of required information in the RFP. The Housing Authority will provide only the
staff assistance and documentation specifically referred to herein.
C. The Contractor shall be responsible for retaining data, records and documentation for the preparation
of the required information. These materials shall be made available to the Housing Authority as
requested by the Housing Authority.
D. This RFP does not commit the Housing Authority to pay costs incurred in preparation of a response
to this RFP. All costs incurred in the preparation of the proposal, the submission of additional
information and/or any aspect of a proposal prior to the award of a written contract will be borne by
the respondent. The Housing Authority reserves the right to accept or reject the combined or separate
components of a proposal in part of in its entirety or to waive any informality or technical defect in a
proposal.
E. All data, documents and other products used, developed or produced during response preparation of
the RFP will become property of the Housing Authority. All responses to the RFP shall become
property of the Housing Authority. Proposer information identified as proprietary information shall be
maintained confidential, to the extent allowed under the California Public Records Act.
F. The Housing Authority reserves the right to reject, replace and approve any and all subcontractors.
All subcontractor(s) shall be identified in the response to the RFP and the Housing Authority reserves
the right to reject any subcontractor(s). Subcontractor(s) shall be responsibility of the prime Contractor
and the Housing Authority shall assume no liability of such subcontractor(s).
V. CONTRACTOR RESPONSIBILITIES
The selected Contractor will assume responsibilities for all services in its proposal. The selected
Contractor shall identify a sole point of contact for contractual matters, including payment of any and all
charges resulting from the Agreement.
VI. INSURANCE REQUIREMENTS AND CITY BUSINESS LICENSE
CGL (Commercial General Liability) – CGL insurance is required when the Contractor will be
performing services on City property or receiving City grant funds. A $1,000,000.00 per occurrence with
$2,000,000.00 in the aggregate policy is required. The certificate of insurance must provide 30 day notice
of cancellation or material reduction in policy limits. Additionally, the City of Santa Ana, the Housing
Authority of the City of Santa Ana, its officers, agents, volunteers and employees shall be named as an
additional insured via an additional insured endorsement. The additional insured endorsement, attached
as Exhibit C, shall provide that the Contractor’s insurance is primary to any insurance or self-insurance
carried by the City as well as a separation of insured’s clause.
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 6
Automobile - Automobile insurance is required when the Contractor will be driving from one City site
to another City site in a non-City vehicle. A $1,000,000.00 per occurrence policy for owned, hired and
non-owned automobiles is required.
Worker’s Compensation – In accordance with the provisions of Section 3300 of the California Labor
Code, any Contractor with employees must maintain employer’s liability insurance with limits not less
than $1,000,000.00 per accident. Worker’s Compensation is not required for sole proprietors or a
partnership with no employees. However, these Consultants must complete a “Worker’s Compensation
Declaration.” This form may be obtained from City staff.
Professional Liability – Professional liability insurance is required for state licensed professionals, such
as, engineers, architects, CPAs, attorneys and medical professionals. A $1,000,000.00 policy is required.
City Business License - The selected proposer shall be required to obtain a City of Santa Ana Business
license within thirty (30) days of selection and must provide a copy to the City project manager or
designee prior to commencing any work in Santa Ana.
VII. RULES FOR PROPOSALS
The signer of the RFP must declare in writing that the only person, persons, company or parties interested
in the proposal as principals are named therein; that the proposal is made without collusion with any other
person, persons, company or parties submitting a proposal; that it is in all respects fair and in good faith
without collusion or fraud; and, that the signer of the proposal has full authority to bind the proposer
(EXHIBIT H).
VIII. E-MAIL COMMUNICATIONS AND INTERPRETATIONS / CLARIFICATIONS
To facilitate the RFP process, proposers are required to monitor and respond to e-mail requests within
48 hours. The Housing Authority will make no oral interpretations to any proposer as to the meaning of
requirements identified herein including the Scope of Services. Every request for such an interpretation
must be made in writing via e-mail to Judson Brown, Housing Division Manager, no later than Monday,
March 8, 2021 at 5:00 p.m. Significant interpretations or clarification will be made by an addendum to
this RFP, which will be posted to the website. Addenda may become part of the agreement
documents.
IX. ADDENDA
If clarification or interpretation of this RFP is considered necessary by the Housing Authority, a written
addendum shall be issued and the information will be posted on the City’s website at http://www.santa-
ana.org/bids-rfps/. It is the responsibility of each proposer to periodically check the City’s website to
ensure that they have received and reviewed any and all addenda to this RFP.
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 7
X. SUBMITTAL INFORMATION AND DEADLINE
Proposals are due to the Housing Authority of the City of Santa Ana, at the date, time and location set
forth on the Notice Inviting Proposals. Faxed and E-mailed proposals will not be accepted.
XI. MINIMUM QUALIFICATIONS
The following are the minimum qualifications to be considered as an eligible candidate to submit
proposals for the requested services described in this RFP. The Contractor must have previous
experience in performing services similar to those requested in the Scope of Work. Contractor is
encouraged to submit relevant and concise information regarding their experience and qualifications to
perform the requested services.
XII. SUBMITTAL REQUIREMENTS
The RFP is intended to assess and evaluate each firm’s capabilities as they apply to the proposed
services. Each firm must address each of the following items in its response to the RFP:
1) Statement of Qualifications – In order to maintain uniformity, the Statement of Qualifications must be limited
to a MAXIMUM OF 25 PAGES (excluding front and back covers). The page limitation includes all
appendices, attachments and supplemental information. The following information is required:
1. Cover Letter: A letter signed by a principal or authorized representative who can make legally binding
commitments for the entity.
2. Organizational Background: A brief description of the contractor’s firm, including the year the firm was
established, type of organization (partnership, corporation, etc.), and a statement of the firm’s
qualifications for performing the subject services.
3. Scope of Services: Include a detailed description of the components of housing management software
proposed and the services to be provided to meet the requirements of Exhibit A. Identify any resources
expected to be provided by the Housing Authority, including their roles and responsibilities. Provide a
detailed project plan that includes activities, deliverables and a responsibility matrix. List the technical
requirements for the system.
4. Firm or Personnel Experience: A profile of the firm’s experience, personnel and history relating to the
scope of work identified in Exhibit A – Scope of Services. Include a description of the company profile,
including range of the firm’s capabilities and service. In addition, provide the names of all personnel who
will be assigned to this project, their education and previous experience.
5. Relevant Experience: List of housing management software services, which your firm or personnel have
completed within the last five (5) years. Information should include project description, year completed,
client name, along with a person to contact and their telephone number.
6. Sub consultants: Identification is required of any contemplated sub consultants to be used, with the
identification of personnel to be assigned, their qualifications, education, and representative experience.
7. References: The Contractor shall submit a list of at least three references comprised of a listing of work
similar to that identified in the RFP.
8. Fee Schedule: The fee schedule shall include the hourly rates for each personnel category to be used
on the project and/or fee for each type of service. Personnel hourly rates shall reflect all costs for office
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 8
overhead, including phones, cellular phones, vehicles, mileage and other direct and indirect costs. This
fee schedule shall reflect all anticipated fee increases such as (but not limited to): Software purchases or
subscription costs, hardware costs, ongoing support costs, professional services costs for project
management, implementation, interfaces, data migration, training, etc. In addition, any optional services.
2) EXHIBIT B – PROPOSERS STATEMENT AND PROPOSAL ITEM PRICING
3) EXHIBIT C – ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY
(NOT REQUIRED UNTIL AFTER CONTRACTOR SELECTION)
4) EXHIBIT D – REFERENCES AND RELEVANT WORK HISTORY (PAST 10 YEARS)
5) EXHIBIT E – PROPOSAL CONTRACT AND AGREEMENT – PROPOSERS STATEMENT
6) EXHIBIT F – PROPOSAL CONTRACT AND AGREEMENT – CERTIFICATION OF NONDISCRIMINATION
BY CONTRACTOR
7) EXHIBIT G – NON-COLLUSION AFFIDAVIT
Submittal of Proposal:
Six (6) copies of the response to the RFP shall be signed by a company official with the power to bind the
company.
One (1) copy of the submittal on a USB Flash Drive or equivalent.
Structure your proposal to include the Scope of Service response, Implementation Schedule, Fees / Contract
Price and Exhibits.
The proposal must be completely responsive to the RFP.
The Housing Authority reserves the right to reject any or all proposals submitted and no representation is made
hereby that any contract will be awarded pursuant to this RFP or otherwise.
XIII. CONTRACTOR SELECTION – SCORING AND EVALUATION
The criteria for evaluating the proposals submitted will take the following evaluation criteria into consideration:
EVALUATION CRITERIA
Qualifications & Company Experience
Organizational background and overall experience
(Max. 10 Points)
Qualifications and experience relevant to the scope of
services described in Exhibit A (Max. 15 Points)
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 9
Experience working with Housing Authorities
(Max. 10 Points)
SUB TOTAL (Max. 35 Points)
Overall Quality and Depth of Proposal
Quality and organization of proposal
(Max. 15 Points)
Completeness of proposal
(Max. 15 Points)
SUB TOTAL (Max. 30 Points)
Fee Schedule
Overall fee schedule
(Max. 5 Points)
Fee schedule related to the services requested
(Max. 10 Points)
Fee schedules and timeline for implementation
(Max. 20 Points)
SUB TOTAL (Max. 35 Points)
GRAND TOTAL (Max. 100 Points)
The proposals will be reviewed by a Review Panel of Housing Authority staff members. The Panel will
evaluate Proposals based on their response to the RFP. A final score will be calculated for each submitted
proposal and used to rank the proposal. The highest scoring proposers will be informed after the scoring
and evaluation is complete. The Panel will recommend award of the contract to the proposer who will
provide the best quality service to the Housing Authority. The Housing Authority reserves the right to
negotiate pricing and for additional interviews. The Housing Authority will notify the successful firm(s) by
email of invitation for a final oral interview, demonstrations, and/or award.
XIV. PUBLIC RECORDS
Proposals will become public record after award of agreement. Interested offerors may submit an e-mail
request to receive results of the evaluation. Proposer information identified as proprietary information shall
be maintained confidential, to the extent allowed under the California Public Records Act. Submit your
request to Judson Brown, Housing Division Manager, at jbrown@santa-ana.org.
XV. FILING A PROTEST
Bidders may file a “protest” with the Housing Authority. In order for a contractor’s protest to be
considered valid, the protest must:
1. Be filed in writing within five (5) business days of either the RFP posted date or before 5:00
p.m. of the 5th business day following the posting of RFP results/Notice of Intent to Award
Contract on the City’s website;
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 10
2. Clearly identify the specific irregularity or accusation;
3. Clearly identify the specific City staff determination or recommendation being protested;
4. Specify, in detail, the grounds of the protest and the facts supporting the protest; and
5. Include all relevant, supporting documentation with the protest at time of filing.
If the protest does not comply with each of these requirements, it will be rejected as invalid. If the protest
is valid, the City’s Housing Division Manager, or other designated City staff member, shall review the
basis of the protest and all relevant information. The Housing Division Manager will provide a written
decision to the protestor within fourteen (14) calendar days from receipt of protest. The decision from
the Housing Division Manager, or her/her designee, is final and no further appeals will be considered.
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 11
EXHIBIT A
HOUSING AUTHORITY OF THE CITY OF SANTA ANA
REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE
SCOPE OF SERVICES
I. INTRODUCTION
The Housing Authority of the City of Santa Ana (“SAHA”) has issued this Request for Proposals (RFP)
to solicit proposals from qualified providers for a Housing Management Software system including
ongoing maintenance and support, implementation design and planning, and software implementation.
The software should include housing authority-specific modules fully capable of supporting SAHA’s
programs. The software must clearly demonstrate the ability to conform to all requirements of the
Housing Choice Voucher Program, Project-Based Voucher Program, Special Purpose Vouchers
Program, Family Self-Sufficiency Program, and to all requirements of the U.S. Department of Housing
and Urban Development (HUD), and to Generally Accepted Accounting Principles (GAAP) services.
II. Scope of Work
The Santa Ana Housing Authority is a mid-sized Public Housing Authority located in Santa Ana,
California and is operated under the U.S. Department of Housing and Urban Development, and has
approximately 15 full time employees and manages 3235 Housing Choice Vouchers (Section 8). We
also have a Project-Based Voucher Program, Family Self Sufficiency Program, and we administer
Mainstream Vouchers, Foster Youth to Independence and Veterans Affairs Supportive Housing
vouchers. The Authority’s funding is fully dependent on the U.S. Department of Housing and Urban
Development (HUD). HUD’s funding is dependent on annual appropriations from Congress.
The Authority currently utilizes multiple servers on a city-wide network. Workstations are running
Windows 10. The current software used by the Authority is MRI Software.
There are approximately 20 users on the system presently. The firm will include in their bid all
necessary materials, equipment and labor to provide a fully integrated, management system, with a
multi-user environment.
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 12
It is the Santa Ana Housing Authority’s objective to administer all Authority services into the system.
The system needs to support the needs of all Programs and provide data to support all forms of
administration of the Housing Choice Voucher Program.
1. Housing Management Software System – The contractor will provide a complete system with
ongoing maintenance and support services that meets the requirements established by this RFP. The
software selected will manage the following functions of SAHA. SAHA-specific module descriptions we
are interested in:
Waiting List HQS Inspections/HQS Mobile
Housing Choice Voucher Program UPCS Inspections/UPCS Mobile
Rent Reasonableness Online Applications
Report Generation Applicant Portal
Letter and Packet Generation Landlord Portal
HCV Program Grant Management Participant Portal
PIC File Generation Document Imaging
Scanning and Paperless Capabilities Accounts Receivable
Bank Reconciliation Accounts Payable
Project Based Vouchers for HCV
2. Implementation Planning and Design Services – The contractor will provide a team of implementation
experts who will work with SAHA to determine in detail how the housing management software system will be
used at SAHA to meet the project goals and system requirements. The planning and design phase will determine
which modules are used and how each specific module will be used to optimize workflow and process
improvements. The phase will also review the order and sequence of implementation for each module, what
efforts including staffing and training will be necessary to implement each module, how connections to other
systems will be designed, what data will be stored in the system, what historical data will be imported, etc. The
bidder will be required to submit a fixed fee proposal for the Implementation Design and Planning Phase. The
proposal should spell out assumptions and expected estimate of effort.
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 13
3. Implementation Services – The contractor will provide implementation and related services necessary to
install the new software, data conversion and testing, train staff, etc. SAHA has an expectation that all end-users
will be trained by the contractor, and will not implement a “train-the-trainer” approach.
Housing-Related Applications
Housing Choice Voucher Program
Waiting List, including Project-Based Voucher Site-Based Waiting Lists
Family Self Sufficiency
Special Purpose Vouchers (VASH, Mainstream, FYI)
HUD Reporting through PIC and VMS
HQS Inspections/HQS Handheld
UPCS Inspections/UPCS Handheld
Utility Allowance and Payment Standards
Tenant Accounts Receivable Billing
Letter Generation
Scanning and Paperless File Capabilities
Financial Applications
Accounts Payable
Accounts Receivable
Budgeting and Financial Forecasting
Financial Reports
HUD PHAS Reporting including Financial Data Schedule (FDS)
Bank Reconciliation
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 14
TO BE INCLUDED IN PROPOSAL
EXHIBIT B
HOUSING AUTHORITY OF THE CITY OF SANTA ANA
REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE
PROPOSERS STATEMENT AND QUALIFICATION FEE SCHEDULE
Certification – I certify that I have read, understand and agree to the terms and conditions of this Request
for Proposals. I have examined the Scope of Services (Exhibit A) and I am familiar with the scope of work
requirements. I am familiar with all of the existing conditions and limitations that may impact work
requests. I understand and agree that I am responsible for reporting any errors, omissions or
discrepancies to the Housing Authority for clarification prior to the submission of my proposal.
FEE SCHEDULE
Please provide a list of professional software services and forms that the firm has provided and can provide to
the Housing Authority, along with a proposed fee schedule.
LEGAL NAME OF COMPANY PHONE AND FAX NUMBER
BUSINESS ADDRESS
PRINTED NAME OF AUTHORIZED AGENT TITLE
SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS
FEDERAL ID NO. (IF APPLICABLE) CONTRACTOR LICENSE NO. (IF APPLICABLE)
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 15
EXHIBIT C
ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL
GENERAL LIABILITY AND BUSINESS AUTOMOBILE POLICIES
Insurance Company ____________________________________
This endorsement modifies such insurance as is afforded by the provisions of Policy # ___________________
relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza M-26, Santa Ana, California 92701; its officers, employees,
agents, volunteers and representatives are named as additional insureds ("additional insureds") with
regard to liability and defense of suits arising from the operations and uses performed by or on behalf of
the named insured.
2. With respect to claims arising out of the operations and uses performed by or on behalf of the named
insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with
any other insurance carried by or for the benefit of the additional insureds.
3. This insurance applies separately to each insured against whom claim is made or suit is brought except
with respect to the company's limits of liability. The inclusion of any person or organization as an insured
shall not affect any right which such person or organization would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in
coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20
Civic Center Plaza M-26, Santa Ana, California 92701.
(Completion of the following, including countersignature, is required to make this endorsement effective.)
Effective , this endorsement form as part of
Policy #
Issued to
Name Insured
Countersigned by:
Authorized Representative
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 16
TO BE INCLUDED IN PROPOSAL
EXHIBIT D
HOUSING AUTHORITY OF THE CITY OF SANTA ANA
REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE
List and describe fully the contracts performed by your firm which demonstrate your ability to provide the services
included in the scope of services. Attach additional pages if required for additional references. The Housing
Authority reserves the right to contact each of the references listed for additional information regarding your
firm’s qualifications.
Reference No. 1
Customer Name: Contract Individual:
Address: Phone Number:
Facsimile Number:
Contract Amount: Year:
Description of PHA Software services provided:
Reference No. 2
Customer Name: Contract Individual:
Address: Phone Number:
Facsimile Number:
Contract Amount: Year:
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 17
Description of PHA Software services provided:
Reference No. 3
Customer Name: Contract Individual:
Address: Phone Number:
Facsimile Number:
Contract Amount: Year:
Description of PHA Software services provided:
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 18
TO BE INCLUDED IN PROPOSAL
EXHIBIT E
HOUSING AUTHORITY OF THE CITY OF SANTA ANA
REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE
PROPOSAL & CONTRACT AGREEMENT
PROPOSER’S STATEMENT
Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by
the Housing Authority of the City of Santa Ana (hereinafter “the Authority”) shall constitute the entire agreement
between proposer and the Authority only after it has been accepted by the Authority, endorsed by the Recording
Secretary with his/her signature and official seal noting here on the action of approval of the Council / Housing
Authority, signed by the Executive Director or his/her duly authorized agent, and signed by the Authority General
Counsel, denoting his/her approval of the form of this document, and its execution, and when it or an exact copy of
it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to
the proposer with the correct postage affixed thereto.
Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish the
Authority all required bonds and certificates of liability insurance within ten (10) days (excluding Saturdays, Sundays
and the Authority’s legal holidays), or the funds, check, draft, or proposer’s bond substituted in lieu thereof
accompanying this proposal shall become the property of the Authority and shall be considered as payment of
damages due to the delay and other causes suffered by the Authority because of the failure to enter into an
Agreement and/or furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually
suffered by the Authority is difficult to ascertain; otherwise said funds, check drafts, or proposer’s bond substituted
in lieu thereof shall be returned to the undersigned.
Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the
RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract
will be based upon the actual quantities of work satisfactorily completed.
All terms contained in the Specifications, the Certification of Non-Discrimination by Owners, and the Workers’
Compensation Insurance Certificate are to be incorporated by reference into this Agreement and are made
specifically as part of this RFP.
FIRM
SIGNED AND PRINTED NAME
TITLE DATE
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 19
TO BE INCLUDED IN PROPOSAL
EXHIBIT F
HOUSING AUTHORITY OF THE CITY OF SANTA ANA
REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE
PROPOSAL AND CONTRACT AGREEMENT
CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR
The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows:
1. The Contractor shall not discriminate against any employee or applicant for employment because of race,
color, religion, sex, national origin or any other protected class. The Contractor shall take affirmative action
to ensure that applicants are employed, and that employees are treated during employment without, regard
to their race, color, religion, sex, national origin or any other protected class. Such action shall include, but
not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination
clause.
2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the
Contractor, state that all qualified applicants will receive consideration for employment without regard to race,
color, religion, sex, national origin or any other protected class.
3. The Contractor shall send to each labor union or representative of workers with which he has a collective
bargaining agreement or other contract or understanding, a notice to be provided advising the said labor
union or workers’ representatives of the Contractor’s commitments under this section, and shall post copies
of the notice in conspicuous places available to employees and applicants for employment.
4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the
rules, regulations, and relevant orders of the Secretary of Labor.
5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September
24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit
access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for
purposes of investigation, to ascertain compliance with such rules, regulations, and orders.
6. In the event of the Contractor’s non-compliance with the nondiscrimination clauses of this contract or with
any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in
whole or in part and the Contractor may be declared ineligible for further Government contracts or federally
assisted construction/services contracts in accordance with procedures authorized in Execution Order
11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided
in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor,
or as otherwise provided by law.
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 20
7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the
provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules,
regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of
September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as
the administering agency may direct as means of enforcing such provisions, including sanctions for
noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened
with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the
8. Contractor may request that the United States enter into such litigation to protect the interests of the United
States.
9. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1039, and as amended,
No discrimination shall be made in the employment of persons because of race, religious creed, color national origin,
ancestry, physical handicaps, mental condition, marital status, sex of such persons, or any other protected class,
except as provided in Section 1420, and any Contractor violating this Section is subject to all the penalties imposed
for a violation of the Chapter.
FIRM
SIGNED AND PRINTED NAME
TITLE DATE
EXHIBIT 1
Housing Authority of the City of Santa Ana
Request for Proposals for Housing Management Software
Page 21
TO BE INCLUDED IN PROPOSAL
EXHIBIT G
HOUSING AUTHORITY OF THE CITY OF SANTA ANA
REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE
PROPOSAL AND CONTRACT AGREEMENT
NON-COLLUSION AFFIDAVIT
(Title 23 United States Code Section 112 and
Public Contract Code Section 7106)
To the HOUSING AUTHORITY OF THE CITY OF SANTA ANA,
In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the PROPOSER
declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company,
association, organization, or corporation; that the bid is genuine and not collusive or sham; that the PROPOSER
has not directly or indirectly induced or solicited any other PROPOSER to put in a false or sham bid, and has
not directly or indirectly colluded, conspired, connived or agreed with any PROPOSER or anyone else to put in
a sham bid, or that anyone shall refrain from bidding; that the PROPOSER has not in any manner, directly or
indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the
PROPOSER or any PROPOSER, or to fix any overhead, profit, or cost element of the bid price, or of that of any
other PROPOSER, or to secure any advantage against the public body awarding the contract of anyone
interested in the proposed contract; that all statements contained in the bid are true; and, further, that the
PROPOSER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the
contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any
corporation, partnership, company association, organization, bid depository, or to any member or agent thereof
to effectuate a collusive or sham bid.
Note: The above Non-collusion Affidavit is part of the Proposal. Signing this Proposal on the signature
portion thereof shall also constitute signature of this Non-collusion Affidavit. PROPOSERS are cautioned
that making a false certification may subject the certifier to criminal prosecution.
State of California
County of
Subscribed and sworn to (or affirmed) before me on this day of , 20 _____, by
, proved to me on the basis of satisfactory evidence to be the person(s)
who appeared before me.
Notary Public Signature Notary Public Seal
EXHIBIT 1
CONSULTANT AGREEMENT
BETWEEN THE HOUSING AUTHORITY
OF THE CITY OF SANTA ANA AND
HAPPY SOFTWARE LLC, AN MRI SOFTWARE LLC COMPANY
THIS AGREEMENT, made and entered into this 1st day of June, 2021 (“Commencement Date”), by and
between Happy Software LLC, an MRI Software LLC Company, a limited liability company (hereinafter
“Consultant”), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic
(hereinafter “Authority”).
RECITALS
A.On March 1, 2021, the Authority issued a Request for Proposals (RFP #21-031) for Housing Authority
Management Software from professional public housing authority housing software providers to provide
housing management software services.
B.Consultant represents that Consultant is able and willing to provide such software services to the
Authority subject to the terms of this Agreement and the terms of the SaaS Subscription Agreement
attached as Exhibit A and incorporated by reference into this Agreement.
C.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:
1.SCOPE OF SERVICES
Consultant shall provide the software licenses and related services in accordance with the terms set forth
in Exhibits A and B and C (as those terms are modified by the parties in writing from time-to-time).
2.COMPENSATION
a. The Authority agrees to pay, and Consultant agrees to accept as total payment for its services, the rates
and charges identified in Exhibit B and C. The total sum to be expended during the Term of this Agreement shall
not exceed two hundred thousand dollars ($200,000.00) as outlined in the Order Document and Statement of
Work attached hereto as Exhibits B and C. Consultant may, at any time after the first twelve (12) months of the
Commencement Date listed above, and in its sole discretion modify the fees upon ninety (90) calendar days prior
written notice to Client. Notwithstanding the foregoing, the Fees shall not increase in each subsequent twelve (12)
month period by more than the greater of (i) five percent (5%); or (ii) the increase in the US Bureau of Labor
Statistics Consumer Price Index (CPI-U) for the most recent year. A twelve (12) month period commences on
the anniversary of the Commencement Date. For purposes of this notice, email or first-class mail will suffice.
Fees are exclusive of, and Client is responsible for, shipping costs.
b.Payment by Authority shall be made within thirty (30) days following receipt of proper invoice
evidencing work performed, subject to Authority accounting procedures, unless otherwise agreed in writing.
EXHIBIT 2
Interest accrues on past due balances at the lesser of a 1½% per month or the highest rate allowed by law. To
dispute a charge on an invoice, Authority must identify the specific charge in dispute and provide a written
explanation of the basis for the dispute within thirty (30) calendar days of the date of invoice. Authority may
withhold payment of a charge subject to good faith dispute provided: (i) Authority submits the billing dispute
within thirty (30) calendar days of the date of the invoice; (ii) Authority pays the undisputed portion of all charges;
and (iii) Authority cooperates reasonably with Consultant’s efforts to investigate and resolve the dispute. If
Consultant determines that a disputed charge is in error, Consultant shall issue a credit or reverse the amount
incorrectly billed. If Consultant determines that a disputed charge was billed correctly, payment shall be due
from the Authority immediately, but no later than five (5) business days after the determination. Authority is
responsible for providing an accurate billing contact and updating that billing contact as needed from time to time
such that Consultant always has an accurate billing contact for Authority.
c. If Client fails to make payments of any fees due under the Agreement, Client shall be in material
breach of this Agreement. Consultant will be entitled to suspend its performance upon ten (10) days’ written
notice to Client and/or to modify the payment terms, and to require full payment before any additional
performance is rendered by Consultant. Notwithstanding any of Consultant’s rights enumerated in section 2 of
the Agreement or section 9 of Exhibit A, if Client fails to timely pay applicable fees under an Order Document,
Consultant shall be entitled to collect all past and current amounts due and owing, and to accelerate all future
amounts to be due, such that all remaining periodic payments for the then current term of the applicable Order
Document are immediately due and owing. Client shall be responsible to pay any collection expenses (including
attorneys’ fees) incurred by Consultant. Unless expressly provided otherwise, fees paid or payable for Software
licenses, SaaS Services or Maintenance and Support are not contingent under any circumstances upon the
performance of any Professional Services.
d. Unless expressly provided otherwise, the prices in the Agreement do not include taxes. Client
agrees to pay any taxes, other than those based on MRI’s net income, arising out of the Agreement. If Client is
tax-exempt, Client agrees to send MRI a copy of its tax-exempt certificate prior to execution of a Schedule. Client
agrees to indemnify MRI from any liability or expense incurred by MRI as a result of Client’s failure or delay in
paying taxes due.
e. Unless otherwise noted within the Order Document, MRI’s reasonable travel and lodging
expenses incurred by MRI in the performance of Services on Client’s site will be billed separately at actual cost,
subject to preapproval by Client.
3. TERM
This Agreement shall commence on the date first written above and terminate after three (3) years, on
May 31, 2024, unless terminated earlier for breach as outlined in Exhibit A. Thereafter, the term of this
Agreement may be extended upon a writing executed by the Authority Executive Director and Authority General
Counsel.
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
EXHIBIT 2
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 its own employees and shall
be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its
subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability
insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s)
and shall include, but not be limited to protection against claims arising from bodily and personal injury, including
death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant’s
operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal
injury, including death resulting therefrom, and property damage, in the total amount of $1,000,0 00 per
occurrence, with $2,000,000 in the aggregate. Such insurance shall name the City, its officers, employees, agents,
and representatives as additional insured(s).
b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less
than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned
automobiles.
c. Worker’s Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor
Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker’s
compensation or to undertake self-insurance. Prior to commencing the performance of the work under this
Agreement, Consultant agrees to obtain and maintain any employer’s liability insurance with limits not less than
$1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability
(errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with
$2,000,000 in the aggregate.
e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section:
i. Consultant shall maintain all insurance required above in full force and effect for the entire
period covered by this Agreement.
ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement
and shall be approved by the City.
iii. Consultant shall supply City with a fully executed additional insured endorsement.
f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or
refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the
City shall have the right, at the City’s election, to forthwith terminate this Agreement. Such termination shall not
affect Consultant’s right to be paid for its time and materials expended prior to notification of
termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work
performed prior to approval of insurance by the City.
6. INTENTIONALLY OMITTED
EXHIBIT 2
7. CONFIDENTIALITY
If either party receives from the other party information which due to the nature of such information is
reasonably understood to be confidential and/or proprietary, the receiving party 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 information 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 receiving party disclosed in a
publicly available source; (c) is in rightful possession of the receiving party without an obligation of
confidentiality; (d) is required to be disclosed by operation of law, including provisions of the California Public
Records Act, or similar public records disclosure laws only to the extent mandated; or (e) is independently
developed by the receiving party without reference to information disclosed by the disclosing party. 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 SaaS
Subscription 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 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 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:
Authority General Counsel
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
To Consultant: Happy Software LLC, an MRI Software LLC Company
Attn: Legal Department
28925 Fountain Parkway
Solon, Ohio 44139
EXHIBIT 2
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 the terms of Exhibit A, collectively represent the complete and exclusive
statement between the Authority and Consultant, and supersedes 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 an y party, which are not embodied herein.
11. ASSIGNMENT
Consultant may assign, transfer, delegate, or subcontract any interest herein without the prior written
consent of the Authority to its parent company or other affiliated company, to a successor by operation of law, or
by reason of the sale or transfer of all or substantially all of its stock or assets to another entity. Neither Party may
otherwise assign or transfer the Agreement without the prior written consent of the other Party.
12. INTENTIONALLY OMITTED
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, termination 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 government 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. Each Party
irrevocably waive its rights to trial by jury in any action or proceeding arising out of or relating to this Contract
or the transactions relating to its subject matter. The Parties agree that this contract is not a contract for the sale
of goods; therefore, the Contract shall not be governed by any codification of Article 2 or 2A of the Uniform
EXHIBIT 2
Commercial Code, or any codification of the Uniform Computer Information Technology Act (“UCITA”), or any
references to the United National Convention on Contracts for the International Sale of Goods.
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 permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination 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.
{Signatures on following page}
EXHIBIT 2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
ATTEST: HOUSING AUTHORITY OF
THE CITY OF SANTA ANA
________________________ _________________________
Daisy Gomez Steven A. Mendoza
Housing Authority Recording Secretary Executive Director
APPROVED AS TO FORM: CONSULTANT
Sonia R. Carvalho
Authority General Counsel
By:_________________________ ________________________________
Ryan O. Hodge By: Roman Telerman
Assistant Counsel Title: Chief Financial Officer
Type text here
EXHIBIT 2
EXHIBIT A
SaaS Subscription Agreement
{Attached Separately Paginated}
EXHIBIT 2
Client: Housing Authority of the City of Santa Ana MRI Confidential Page 1 of 10
MASTER AGREEMENT
This Master Agreement is entered into between MRI Software LLC (“MRI”) and the Client named in the Order Document, and the authorized
representatives of the Parties hereby execute this Master Agreement to be effective as of the Commencement Date, as defined in the Order Document.
As used in this Agreement, “Party” means either Client or MRI, as appropriate, and “Parties” means Client and MRI.
1. PURPOSE AND SCOPE
1.1 Master Agreement. This Master Agreement establishes the
general terms and conditions to which the Parties have agreed in order
to facilitate the licensing of residential and/or commercial property
management enterprise software, content, other products and/or the
provision of related services. Additional product or service-specific terms
and conditions are set forth in one or more Schedules (as further defined
in Section 1.2 herein).
All references to the “Master Agreement” shall mean this document,
exclusive of Schedules. All references to the “Agreement” wherever
found shall include this Master Agreement, all Schedules, the Order
Document and any attachments incorporated in the Schedules.
1.2 Incorporation of Schedules. This Master Agreement shall fully
incorporate by reference the terms and conditions found in each of the
Schedules marked on the Order Document
The Parties may execute, from time to time, additional Schedules under
the terms of this Master Agreement.
1.3 Incorporation of Order Documents.
“Order Document” means the document(s), regardless of its actual
name, executed by the Parties which incorporates by reference the terms
of this Master Agreement and applicable Schedules, and describes
Client’s order-specific information, such as description of Software or
Services ordered, license scope, use and restrictions, fees, milestones,
and/or Third Party EULAs, if any.
At any time after execution of the initial Order Document, Client may
purchase additional Software licenses or Services or otherwise expand
the scope of such license or Services granted under an Order Document,
upon MRI’s receipt and acceptance of a new Order Document specifying
the foregoing.
1.4 Incorporation of EULAs. Client’s use of any Third Party Software
licensed hereunder or incorporated in the SaaS Services shall be subject
to, and Client shall comply with, the Agreement and any applicable
EULAs, if any, the terms of which may be incorporated in the Agreement
or contained in a separate document. As between Client and MRI, to the
extent any terms and conditions of this Master Agreement or a Schedule
conflict with the terms and conditions of a Third Party EULA, the terms
and conditions of this Master Agreement and the Schedule shall control
unless the Third Party EULA explicitly overrides a term or condition of
the Master Agreement or Schedule. However, should a dispute arise
between Client and the Third Party Software provider, the terms of the
applicable Third Party EULA shall control but only to the extent MRI is
not a party to such dispute. By way of example, if this Agreement is
subject to Ohio Law and a Third Party EULA is subject to California law,
a dispute among MRI, Client and the Third Party Software provider would
be subject to Ohio law, but a dispute only between Client and the Third
Party Software provider would be subject to California law. Each Third
Party Software provider shall be considered a third party beneficiary of
the Agreement, with rights to enforce the terms of the Agreement and
the EULA, if any, against Client, pursuant to the terms of Section 10.14
below.
1.5 Administrators. For the purposes of this Agreement,
“Administrators” means the individual so designated by Client on the
Order Document. An Administrator has full administrative privileges for
all Software and Services, including without limitation (i) creating,
deleting or modifying databases or user accounts; (ii) creating, deleting,
copying, restoring or requesting copies of databases; (iii) requesting
security and audit reporting; (iv) security class modification; and (v) site
modification. Once named, the Administrator(s) shall have sole authority
to instruct MRI and make decisions on behalf of Client regarding Client’s
use of the Software or Services. MRI shall be entitled to rely upon any
representation of the Administrator(s) without further verification of
authority. MRI may, from time to time, in its sole discretion, require
written documentation of Client verifying the authority or continued
authority of any Administrator, which Client shall provide upon request.
At least one (1) Administrator must be a Designated Support Contact. An
Administrator must be an employee of the Client.
1.6 Designated Support Contact. For the purposes of this
Agreement, “Designated Support Contacts” means the Client employees
so designated by Client on the Order Document. The Client shall have
the number of Designated Support Contacts as designated on the Order
Document. Only a Designated Support Contact shall be permitted to
contact MRI for any Maintenance and Support services and shall have the
authority to (i) log case requests; and (ii) receive status updates on cases.
A Designated Support Contact must be an employee of the Client.
1.7 Client User. For the purposes of this Agreement, “Client User”
means a Client employee or Client Affiliate, acting directly on behalf of
Client and using the Software or Services solely for the purpose of the
Client’s internal business operations. If an Affiliate is a Client User,
Client warrants that it has the authority to bind such Affiliate(s) to the
terms of the Agreement and any applicable Schedule and further
warrants that Client shall be jointly and severally responsible (with any
such Affiliates) for a breach of such terms by its Affiliates. Client shall
only permit Client Users to access and use any Software or Service and
represents and warrants that all Client Users shall comply with the terms
and conditions of use set forth in this Agreement and each such Client
User shall be bound by a nondisclosure agreement with provisions that
are at least as restrictive as the terms of this Agreement. Client shall
indemnify and hold MRI harmless for all loss, damages, costs and expenses
(including reasonable attorneys’ fees) incurred by MRI for any breach or
other violation of this Agreement by a Client User. An independent
contractor, agent or other third party acting on behalf of Client may be
deemed a Client User upon prior written consent of MRI and Client, and
MRI may require such independent contractor, agent or other third party
to certify with or enter contractual terms with MRI acceptable to MRI. In
no event shall the combined use of the Software or Services hereunder
by Client and its Client Users exceed the Licensed Metrics authorized
under the applicable Order Document.
1.8 Owner. The Software is designed to be used for residential
and/or commercial property management. If the Client is not the owner
of such property or not the owner of all such properties for which the
Software or any Service is utilized; but rather, Client is the manager for
the owner of such property (with the non-Client property owner defined
as “Owner”), then Client represents that Client either: (i) is entering this
Agreement directly in privity with MRI; or (ii) is the duly appointed agent
of the Owner and has the authority to enter into and perform the
Agreement and use the Software and Services pursuant to the terms set
forth in the Agreement. Client shall at all times be solely liable for the
payment of all fees and the observance of all obligations, terms and
conditions of the Agreement, regardless of any action, inaction or
nonpayment by any Owner. Client shall keep MRI apprised in writing at
all times of the identity and contact information of the Owner, and if
Client’s relationship changes with respect to the Owner (by way of
example and not by way of limitation, such as if Client’s agency or
management relationship with Owner terminates). If Client’s relationship
with an Owner or a particular property terminates for any reason, Client
shall continue to be liable for any and all fees related to such Owner or
property regardless of when such fees are billed by MRI. Client shall
immediately notify MRI in the event of any change in ownership or control
(including any change in control pursuant to a management contract) of
Client, Owner or any of the properties, sites, or communities authorized
for use of any Software or SaaS Service. Client shall undertake all
reasonable efforts to assist in deactivating the ability of any such sold or
EXHIBIT 2
Client: Housing Authority of the City of Santa Ana MRI Confidential Page 2 of 10
transferred properties, sites and communities to use or benefit from any
Software or SaaS Service. Client shall remain fully liable for the use of
any Software or SaaS Service until proper notification is completed.
2. DEFINITIONS
“Affiliate” means an entity controlling, controlled by or under common
control with a Party to the Agreement where control means the
ownership or control, directly or indirectly, of more than fifty percent
(50%) of all the voting power of the shares (or other securities or rights)
entitled to vote for the election of directors or other governing authority.
“Client” means the entity that has entered into this Agreement with MRI.
“Client” also refers to Affiliates authorized to use the Software and
Services in accordance with Section 1.7.
“Client Data” means any data and information that Client provides,
generates, transfers or makes available to MRI under the Agreement,
whether printed, electronic, or in some other format. Client Data shall
also include data and information belonging to Owner as well as Owner’s
customers and Client’s customers.
“Content” means any information, data, text, software, music, sound,
photographs, graphics, video messages or other material to which Client
is provided access through MRI or the Software.
“Configurations” means, regardless of whether such Configurations are
performed by MRI, Client or Client User, (i) configurations implemented
through use of the MRI application toolkit or other MRI approved industry
standard toolkit, and not through source code change, or (ii)
modifications to standard services reports. Notwithstanding any other
provision in the Agreement, if Client has Configurations performed by a
third party, such third party must be qualified as a Client User pursuant
to Section 1.7 prior to the disclosure of any MRI Confidential Information
to such third party.
“Documentation” means the user instructions, release notes, Functional
Specifications, manuals and on-line help files in the form generally made
available by MRI, regarding the use of the applicable Software.
“Functional Specifications” means those specifications of the MRI
Software’s functionality as set forth in the MRI Software LLC and
Affiliated companies Functional Specifications, which may be found on
www.mrisoftware.com/MRIfunctionalspecs.asp, which specifications
may be updated from time to time by MRI upon posting new specifications
at such web page address.
“Intellectual Property” means any and all intellectual property rights,
recognized in any country or jurisdiction in the world, now or hereafter
existing, and whether or not perfected, filed or recorded, including
without limitation inventions, technology, patents rights (including
patent applications and disclosures), copyrights, trade secrets,
trademarks, service marks, trade dress, methodologies, procedures,
processes, know-how, tools, utilities, techniques, various concepts,
ideas, methods, models, templates, software, source code, algorithms,
the generalized features of the structure, sequence and organization of
software, user interfaces and screen designs, general purpose consulting
and software tools, utilities and routines, and logic, coherence and
methods of operation of systems, training methodology and materials,
which MRI has created, acquired or otherwise has rights in, and may, in
connection with the performance of Services hereunder, create, employ,
provide, modify, create, acquire or otherwise obtain rights in.
“License Metrics” means the limitation on the usage of each of the
Software and Maintenance and Support services as designated and/or
defined in the applicable Order Document by a term such as the number
of leases, units, assets, users and the like.
“Maintenance and Support” includes (i) phone assistance and
workarounds so that the Software operates in material conformance with
the Functional Specifications, and (ii) Updates, all of which are provided
under MRI’s Maintenance and Support Policies (as may be amended by
MRI from time to time) in effect at the time the Support is provided. For
the avoidance of doubt, Support excludes Professional Services.
“Maintenance and Support Policies” means those policies and
procedures listed in the Maintenance and Support Policies, that may also
be found on MRI’s website at
www.mrisoftware.com/maintenanceandsupport, which may be subject
to update by MRI from time to time.
“MRI Software” means each MRI-developed and/or MRI-owned software
product in machine readable object code (not source code), the
Documentation for such product, and any Updates and Upgrades thereto
(if purchased by Client).
“Owner” is defined in Section 1.8.
“Professional Services” means data conversion, implementation, site
planning, configuration, integration and deployment of the Software or SaaS
Services, training, project management and other consulting services.
“Protected Materials” means Software, Content, Services,
Configurations, license keys and MRI’s or its licensors’ Intellectual
Property or Confidential Information.
“SaaS Services” the provision of the Software and/or Content as a
service which is hosted by MRI or its hosting providers and which is
accessed by Client via the internet, as more fully described in the SaaS
Services Schedule and associated Order Document(s).
“Services” means collectively (i) the Professional Services; (ii)
Maintenance and Support, and (iii) SaaS Services.
“Software: means collectively the MRI Software and Third Party
Software.
“Third Party EULA” or “EULA”: the end user license agreement, if any,
that accompanies or pertains to the Third Party Software, and that is
incorporated into the Agreement, appended to the Order Document or is
otherwise published by the third party supplier, and which governs the
use of or access by Client to the applicable Third Party Software. A
current list of Third Party EULAs may be found at
www.mrisoftware.com/EULA, which may be updated from time to time.
“Third Party Software” means software in object code form, including
Documentation, Updates and Upgrades (if purchased by Client), owned
by an entity other than MRI which are to be provided to Client by MRI on
a pass-through, reseller or OEM basis pursuant to the terms of the EULA.
“Updates” means a new version of the Software, if and when developed
after the Commencement Date of the Order Document, which MRI makes
generally available to its customers as part of the Maintenance and
Support. Updates include bug fixes, patches, error corrections, non-new
platform changes, or minor modifications or revisions to the Software
that enhance existing performance. Updates exclude Upgrades and new
products, modules or functionality for which MRI generally charges a
separate fee.
“Upgrade” means a new Software release that may contain (i) new
applications; (ii) major functionality enhancements or improvements;
and/or (iii) a new platform, which MRI designates as an Upgrade and for
which MRI charges a separate license fee or, at MRI’s election, new
modules or products, or major releases that include significant feature
enhancements or significant architectural modifications for which MRI
charges an incremental upgrade fee.
3. RESERVED.
3.1 Reserved.
3.2 Reserved.
3.3 Reserved.
4. CONFIDENTIALITY
4.1 Defined. By virtue of the Agreement, the Parties may be exposed
to or be provided with certain confidential and proprietary information
of the other Party or third parties, including but not limited to
information designated as confidential in writing or information which by
its nature ought to be in good faith considered confidential and
proprietary to the disclosing Party (“Confidential Information”).
Confidential Information of MRI and/or its licensors includes but is not
limited to the terms and conditions (but not the existence) of the
Agreement, including without limitation all Order Documents, fees and
charges, all trade secrets, software, source code, object code,
specifications, documentation, business plans, customer lists and
customer-related information, financial information, proposals, budgets
EXHIBIT 2
Client: Housing Authority of the City of Santa Ana MRI Confidential Page 3 of 10
as well as results of testing and benchmarking of the Software or
Services, product roadmap, data and other information of MRI and its
licensors relating to or embodied in the Software or Documentation,
subject to the provisions of the California Public Records Act and similar
public records disclosure laws only to the extent mandated. MRI’s
placement of a copyright notice on any portion of any Software will not
be construed to mean that such portion has been published and will not
derogate from any claim that such portion contains proprietary and
confidential information of MRI.
4.2 Non-Disclosure. Each Party will protect the other Party’s
Confidential Information from unauthorized use or dissemination and use
the same degree of care that each such Party uses to protect its own
confidential information, but in no event less than a reasonable amount
of care. Neither Party will use Confidential Information of the other
Party for purposes other than those necessary to directly further the
purposes of the Agreement. Neither Party will disclose to third parties
Confidential Information of the other Party without prior written consent
of such other Party, subject to the provisions of the California Public
Records Act and similar public records disclosure laws only to the extent
mandated. Notwithstanding anything in this Agreement to the contrary,
Client agrees that, upon request by Owner, MRI may communicate
directly with the Owner about all aspects of the Agreement, the Client
Data, and any other Client Confidential Information, if applicable.
4.3 Exceptions. Information shall not be considered Confidential
Information to the extent, but only to the extent, that the receiving Party
can establish that such information (i) is or becomes generally known or
available to the public through no fault of the receiving Party; (ii) was
rightfully in the receiving Party's possession before receipt from the
disclosing Party free of any obligation to keep it confidential; (iii) is
lawfully obtained from a third party who has the right to make such
disclosure; (iv) is not considered confidential under the provisions of the
California Public Records Act or similar public records disclosure laws
only to the extent mandated; or (v) has been independently developed
by the receiving Party without reference to any Confidential Information
of the disclosing Party.
4.4 Compelled Disclosure. The receiving Party may disclose
Confidential Information of the disclosing Party if it is compelled by law
to do so, provided the receiving Party gives the disclosing Party sufficient
prior notice of such compelled disclosure (to the extent legally
permitted) to permit the disclosing Party a reasonable opportunity to
object to the compelled disclosure and to allow the disclosing Party the
opportunity to seek a protective order or other appropriate remedy. The
receiving Party shall provide reasonable assistance, at the disclosing
Party's cost, if the disclosing Party wishes to contest the disclosure.
4.5 Remedy/Injunctive Relief. The Parties acknowledge that
disclosure of any Confidential Information may give rise to irreparable
injury to the Party whose information is disclosed, which injury may be
inadequately compensated in damages. Therefore, either Party may seek
injunctive relief against the other Party’s breach or threatened breach
of this Section 4 as well as any other legal remedies that are available.
5. PRIVACY
Client represents and warrants that before providing non-public personal
or financial information to MRI or its agents, it will comply with any laws
applicable to the disclosure of personal information, including providing
notices to or obtaining permission from third parties to allow sharing of
their personal information with MRI under the Agreement.
Notwithstanding anything in this Agreement to the contrary, during the
Term of this Agreement, Client hereby grants to MRI a non-cancelable,
worldwide, non-exclusive right to utilize any data that arises from the
use of the Protected Materials by Client whether disclosed on or prior to
the Commencement Date for any legitimate business purpose, including
the right to sublicense such data to third parties, on an anonymous or
aggregate basis only, subject to all legal restrictions regarding the use
and disclosure of such information.
If Client provides personal data to MRI from data subjects in Canada or
the European Union (“EU”), then Client hereby (a) acknowledges that in
connection with any products or services provided by MRI under this
Agreement, MRI may transfer/access/store/process personal data
outside of the EU and Canada in countries (such as the United States)
that under EU laws may not ensure an adequate level of data protection
(the “Data Transfer”); and (b) consents to such Data Transfer, and Client
shall ensure that it complies with all applicable EU and Canadian laws
that apply to Client as the data controller of such personal data in
connection with the Data Transfer. MRI will take reasonable measures to
protect the security of such personal data transferred by Client to MRI.
6. LIMITED RIGHTS AND OWNERSHIP
6.1 Reservation of Rights. All rights not expressly granted in the
Agreement are reserved by MRI and its licensors. Client acknowledges
that: (i) all Software is licensed and not sold and all Content is subscribed
to and not sold; (ii) Client acquires only the right to use the Protected
Materials and MRI, its licensors, and Content providers shall retain sole
and exclusive ownership of all rights, title, and interest in the Protected
Materials, including (whether developed by MRI, Client, Client User, or
other third party) (a) Intellectual Property embodied in or associated
with the Protected Materials, (b) deliverables and work product
associated with the Protected Materials, and (c) all copies and derivative
works thereof; and (iii) the Protected Materials, including the source and
object codes, logic and structure thereof, constitute valuable trade
secrets of MRI and its licensors. Client hereby assigns to MRI all right, title
and interest in and to Configurations developed by Client, Client User or
by any other third party on behalf of Client; however, Client shall retain
a license to use such Configurations for so long as Client retains a license
to use the Software or SaaS Services, as applicable, used in conjunction
with such Configurations. Client agrees to secure and protect the
Protected Materials consistent with the maintenance of MRI’s and its
licensors’ rights therein, as set forth in this Master Agreement. Client
agrees to execute such further instruments, and take such further actions
as MRI may reasonably request, at MRI’s expense, to apply for, register,
perfect, confirm, and protect MRI’s rights.
6.2 Restrictions. Client shall not itself, or through any Affiliate,
Client User, employee, consultant, contractor, agent or other third
party: (i) sell, resell, distribute, host (except Client shall be permitted
to host the MRI Software with respect to a perpetual software license),
lease, rent, license or sublicense, in whole or in part, the Protected
Materials; (ii) decipher, decompile, disassemble, reverse assemble,
modify, translate, reverse engineer or otherwise attempt to derive
source code, algorithms, tags, specifications, architecture, structure or
other elements of the Software, including the license keys, in whole or
in part, for competitive purposes or otherwise; (iii) allow access to,
provide, divulge or make available the Protected Materials to any user
other than Client Users; (iv) write or develop any derivative works based
upon the Protected Materials, except for authorized Configurations; (v)
modify, adapt, translate or otherwise make any changes to the Protected
Materials or any part thereof; (vi) use the Protected Materials to provide
processing services to third parties, or otherwise use the same on a
‘service bureau’ basis, other than on behalf of Owner, if applicable; (vii)
disclose or publish, without MRI’s prior written consent, performance or
capacity statistics or the results of any benchmark test performed on the
Protected Materials; or (viii) otherwise use or copy the Protected
Materials except as expressly permitted herein.
6.3 Client Data. Notwithstanding anything in this Agreement to the
contrary, Client and/or Owner retains sole and exclusive ownership to
any and all Client Data.
6.4 License Grant by Client. During the Term of this Agreement,
Client grants to MRI a non-exclusive, royalty free license to use
equipment, software, Client Data or other material of Client solely for
the purpose of performing MRI’s obligations under the Agreement.
6.5 Enforcement. Client shall (i) ensure that all users of Protected
Materials comply with the terms and conditions of the Agreement, (ii)
promptly notify MRI of any actual or suspected violation thereof and (iii)
cooperate with MRI with respect to investigation and enforcement of the
Agreement. The Software contains code-based protections that serve to
prevent and remedy violations of the license restrictions. If the Software
is hosted on Client’s technology systems, MRI may access the Software
remotely in order to ensure Client’s compliance with the license terms
and other restrictions of the Agreement.
EXHIBIT 2
Client: Housing Authority of the City of Santa Ana MRI Confidential Page 4 of 10
7. INDEMNIFICATION
7.1 Intellectual Property Infringement. MRI will defend or settle, at
its option and expense, any action, suit or proceeding brought against
Client by a third party that the MRI Software or SaaS Services infringe a
third party’s USA patent, registered copyright, or registered trademark
(“IP Claim”). MRI will indemnify Client against all damages and costs
finally awarded or those costs and damages agreed to in a monetary
settlement of such action, which are attributable exclusively to such IP
Claim, provided that Client: (i) promptly gives written notice of the IP
Claim to MRI; (ii) gives MRI sole control of the defense and settlement of
the IP Claim; (iii) provides MRI, at MRI’s expense, with all available
information and assistance relating to the IP Claim and cooperates with
MRI and its counsel; (iv) does not compromise or settle such IP Claim; and
(v) is not in material breach of any agreement with MRI.
7.2 Indemnification Exceptions. MRI has no obligation to the extent
any IP Claim results from: (i) Client having modified the MRI Software or
SaaS Services or used a release other than a current unaltered release of
the MRI Software, if such an infringement would have been avoided by
the use of a current unaltered release of the MRI Software, (ii) Content
and/or any Third Party Software, (iii) Configurations or (iv) the
combination, operation or use of the MRI Software or SaaS Services with
software or data not provided by MRI.
7.3 Infringement Remedies. If it is adjudicated that an infringement
of the MRI Software or SaaS Service by itself and used in accordance with
the Agreement infringes any USA patent, registered copyright, or
registered trademark, MRI shall, at its option: (i) procure for Client the
right to continue using the MRI Software or SaaS Service; (ii) replace or
modify the same so it becomes non-infringing; or (iii) MRI shall terminate
the applicable license or Service and shall refund to Client (a) with
respect to a perpetual license to the MRI Software, the license fees for
the affected Software, less 1/12 thereof for each month or portion
thereof since the original Commencement Date, or (b) with respect to
SaaS Services and/or limited term Software licenses, the pre-paid portion
of the SaaS Services or term license fees paid to MRI for the affected MRI
Software or Service. SECTIONS 7.1, 7.2 AND 7.3 STATE MRI’S ENTIRE
OBLIGATION TO CLIENT AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR
ANY CLAIM OF INFRINGEMENT.
7.4 Client Indemnification. Client shall defend MRI against any
claim, demand, suit, or proceeding made or brought against MRI by a
third party arising out of or related to (i) the Client Data; (ii) Client’s or
its Client Users’ use of the Software or the SaaS Services in violation of
the Agreement; (iii) Client or any Client User infringing or
misappropriating the Intellectual Property rights of a third party or
violating applicable law; or (iv) Client’s or its Client Users’ use or misuse
of the Software or SaaS Service or Client’s or its Client Users’ use or
misuse of the Client Data (including, without limitation, accessing,
providing access, using or distributing the Client Data) (each of the above
a “Client Claim”). Client shall indemnify MRI for all damages and costs
finally awarded against, and for reasonable attorneys’ fees incurred by,
MRI in connection with any Client Claim, or those costs and damages
agreed to in a monetary settlement of such Client Claim; provided that
MRI (a) promptly gives Client written notice of the Client Claim, (b) gives
Client sole control of the defense and settlement of the Client Claim
(provided that Client may not settle or defend any Client Claim unless it
unconditionally releases MRI of all liability), and (c) provides Client all
reasonable assistance, at Client’s cost. For purposes of this Section 7.4
only, “MRI” shall include MRI and its Affiliates, and each of their
members, owners, officers, directors, employees, agents, successors and
assigns.
8 DISCLAIMERS AND LIMITATION OF LIABILITY.
8.1 Disclaimer of Warranties. THE WARRANTIES, IF ANY, SET FORTH
IN THE SCHEDULES ARE IN LIEU OF, AND MRI, ITS LICENSORS AND
SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY
LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN,
INCLUDING, WITHOUT LIMITATION, (i) ANY WARRANTY THAT ANY
SOFTWARE, SAAS SERVICE, CONTENT, DELIVERABLES OR OTHER SERVICES
ARE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION OR THAT
ALL ERRORS WILL BE CORRECTED; (ii) ANY AND ALL IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-
INFRINGEMENT, (iii) ANY WARRANTY THAT CONTENT AND/OR THIRD
PARTY SOFTWARE WILL BE ACCURATE, RELIABLE AND ERROR-FREE AND
(iv) ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE
OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. NO ADVICE,
STATEMENT OR INFORMATION GIVEN BY MRI, ITS AFFILIATES,
CONTRACTORS OR EMPLOYEES SHALL CREATE OR CHANGE ANY
WARRANTY PROVIDED HEREIN. ALTHOUGH CERTAIN OF THE SOFTWARE
AND CONTENT MAY BE DESIGNED TO HELP CLIENTS COMPLY WITH
APPLICABLE LAWS AND REGULATIONS, MRI HEREBY DISCLAIMS ALL
WARRANTIES WITH RESPECT TO THE SUFFICIENCY OR ACCURACY OF THE
SOFTWARE AND CONTENT IN THIS REGARD; MOREOVER, VARIOUS STATE
LAWS MAY APPLY, AND THE SOFTWARE DOES NOT INCORPORATE STATE
LAW REQUIREMENTS. ALL SUCH LAWS AND REGULATIONS MAY CHANGE
FROM TIME TO TIME, AND THE SOFTWARE AND CONTENT MAY NOT BE
UPDATED TO REFLECT SUCH CHANGES. CLIENT SHOULD CONSULT AN
ATTORNEY WITH RESPECT TO COMPLIANCE WITH ALL APPLICABLE LAWS
AND REGULATIONS.
8.2 Connection Over Internet. CLIENT ACKNOWLEDGES THAT USE
OF OR CONNECTION TO THE INTERNET PROVIDES THE OPPORTUNITY FOR
UNAUTHORIZED THIRD PARTIES TO CIRCUMVENT SECURITY PRECAUTIONS
AND ILLEGALLY GAIN ACCESS TO THE SERVICES AND CLIENT DATA.
ACCORDINGLY, MRI CANNOT AND DOES NOT GUARANTY THE PRIVACY,
SECURITY OR AUTHENTICITY OF ANY INFORMATION SO TRANSMITTED
OVER OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET.
8.3 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY
LAW, MRI’S TOTAL LIABILITY (INCLUDING ATTORNEYS’ FEES AWARDED
UNDER THE AGREEMENT) TO CLIENT FOR ANY CLAIM BY CLIENT OR ANY
THIRD PARTIES UNDER THE AGREEMENT, EXCLUDING LIABILITY PURSUANT
TO SECTION 7 (Indemnification), WILL BE LIMITED TO (i) WITH RESPECT
TO PERPETUAL SOFTWARE LICENSES OR PROFESSIONAL SERVICES, THE
FEES PAID BY CLIENT FOR THE SOFTWARE OR SERVICE WHICH IS THE
SUBJECT MATTER OF THE CLAIM LESS 1/36 THEREOF FOR EACH MONTH
OR PORTION THEREOF SINCE THE COMMENCEMENT DATE AND (II) WITH
RESPECT TO SAAS SERVICES, TERM LICENSES AND MAINTENANCE AND
SUPPORT,THE FEES PAID FOR THE PRIOR TWELVE (12) MONTHS FOR THE
SOFTWARE OR SERVICE WHICH IS THE SUBJECT MATTER OF THE CLAIM.
8.4 Third Party Software and Content. WITH RESPECT TO ANY THIRD
PARTY SOFTWARE OR CONTENT PROVIDED TO CLIENT UNDER THE
AGREEMENT, INCLUDING ANY MODULES OF THE SAAS SERVICES THAT MAY
CONTAIN THIRD PARTY SOFTWARE OR CONTENT, CLIENT AGREES THAT (I)
MRI MAY ADD AND/OR SUBSTITUTE FUNCTIONALLY EQUIVALENT
PRODUCTS FOR ANY THIRD PARTY SOFTWARE IN THE EVENT OF PRODUCT
UNAVAILABILITY, END-OF-LIFE, OR CHANGES TO SOFTWARE
REQUIREMENTS; (II) THE PROVISION OF CONTENT IS SUBJECT TO
AVAILABILITY FROM THIRD PARTY CONTENT PROVIDERS AND MRI SHALL
HAVE NO LIABILITY SHOULD SUCH CONTENT BECOME UNAVAILABLE FOR
ANY REASON OR IS NO LONGER AVAILABLE UNDER REASONABLE
COMMERCIAL TERMS; (III) CLIENT’S USE OF ANY THIRD PARTY SOFTWARE
SHALL BE SUBJECT TO, AND CLIENT AND USERS SHALL COMPLY WITH, THE
AGREEMENT AND ANY APPLICABLE THIRD PARTY EULAS; (IV) MRI MAKES
NO WARRANTY WITH RESPECT TO ANY THIRD PARTY SOFTWARE OR ANY
CONTENT; AND (V) CLIENT’S SOLE REMEDY WITH RESPECT TO SUCH THIRD
PARTY SOFTWARE SHALL BE PURSUANT TO THE ORIGINAL LICENSOR’S
WARRANTY, IF ANY, TO MRI, TO THE EXTENT PERMITTED BY THE ORIGINAL
LICENSOR. CONTENT AND THIRD PARTY SOFTWARE ARE MADE AVAILABLE
ON AN “AS IS, AS AVAILABLE” BASIS.
8.5 No Special Damages. IN NO EVENT WILL MRI OR CLIENT BE LIABLE
TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY, PUNITIVE, TREBLE OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE,
PROFITS, STAFF TIME, GOODWILL, USE, DATA, OR OTHER ECONOMIC
ADVANTAGE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF
WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR
OTHERWISE, WHETHER OR NOT THE PARTY HAS PREVIOUSLY BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.6 Time to Bring Claim. NO CLAIM ARISING OUT OF THE
AGREEMENT, REGARDLESS OF FORM, MAY BE BROUGHT AGAINST THE
OTHER PARTY MORE THAN THE SHORTER OF ONE YEAR OR THE MINIMUM
PERIOD ALLOWED BY LAW AFTER THE CAUSE OF ACTION HAS OCCURRED.
EXHIBIT 2
Client: Housing Authority of the City of Santa Ana MRI Confidential Page 5 of 10
8.7 Survival. THIS SECTION SHALL SURVIVE FAILURE OF ANY
EXCLUSIVE REMEDY.
9. TERM AND TERMINATION
9.1 Reserved.
9.2 Termination. Either Party may terminate the Agreement
including all Schedules immediately upon written notice in the event that
the other Party commits a non-remediable material breach of the
Agreement, or if the other Party fails to cure any remediable material
breach or provide a written plan of cure acceptable to the non-breaching
Party within 30 days of being notified in writing of such breach, except
for breach of Section 3.1 (Fees and Payment Terms) which shall have a
ten (10) day cure period.
Where a Party has a right to terminate the Agreement, the non-breaching
Party may at its discretion either terminate the Agreement or the
applicable Schedule. Schedules that are not terminated shall continue in
full force and effect under the terms of this Master Agreement.
9.3 Post-Termination Obligations. Following termination of the
Agreement or a Schedule (for whatever reason), Client shall certify that
it has returned or destroyed all copies of the applicable Software,
Content and Confidential Information of MRI and acknowledges that its
rights to use the same are relinquished. Termination of this Agreement
for any reason shall not excuse Client’s obligation to pay in full any and
all amounts due for Fees due and owing, nor shall termination by MRI
result in a refund of fees paid for Fees due and owing. Client shall use its
commercially reasonable efforts to remove all Client Data from any
Software or SaaS Service prior to termination of the Agreement or
applicable Schedule. Client may engage MRI to assist Client in removing
such Client Data at MRI’s then standard rates. If any Client Data remains
in the Software or SaaS Service more than 30 days after the effective
date of termination, MRI may, in its sole discretion and without notice,
delete any and all Client Data. At any time before or after terminat ion,
if an Owner requests that any Client Data be provided directly to such
Owner, Client agrees that MRI may transfer such Client Data directly to
such Owner, and that MRI shall not be liable for any damages that result
from the transfer of Client Data to an Owner.
10. GENERAL PROVISIONS
10.1 Publicity. Client may not use the name, logo or otherwise of MRI
in any publicity without the prior written approval of MRI, which approval
shall not be unreasonably withheld. Each Party shall complete its review
of any proposed materials or activities submitted by the other Party
within five (5) business days of its receipt of such materials from the
other Party. Client agrees it will participate in a joint press release within
thirty (30) days of the execution of this Master Agreement.
10.2 Force Majeure. Neither Party shall incur any liability to the other
Party on account of any loss, claim, damage or liability to the extent
resulting from any delay or failure to perform all or any part of this
Agreement (except for payment obligations), if and to the extent such
delay or failure is caused, in whole or in part, by events, occurrences, or
causes beyond the control and without any negligence on the part of the
Party seeking protection under this Section. Such events, occurrences, or
causes shall include, without limitation, acts of God, strikes, lockouts,
riots, acts of war, terrorism, earthquake, fire or explosions (“Force
Majeure Events”). Dates by which performance obligations are
scheduled to be met will be extended for a period of time equal to the
time lost due to any delay so caused.
10.3 Reserved.
10.4 Notice of U.S. Government Restricted Rights. If the Client
hereunder is the U.S. Government, or if the Software is acquired
hereunder on behalf of the U.S. Government with U.S. Government
federal funding, notice is hereby given that the Software is commercial
computer software and documentation developed exclusively at private
expense and is furnished as follows: “U.S. GOVERNMENT RESTRICTED
RIGHTS. Software delivered subject to the FAR 52.227-19. All use,
duplication and disclosure of the Software by or on behalf of the U.S.
Government shall be subject to this Agreement and the restrictions
contained in subsection (c) of FAR 52.227-19, Commercial Computer
Software - Restricted Rights (June 1987)”.
10.5 Export. Client shall comply fully with all relevant export laws and
regulations of the United States and other applicable jurisdictions to
ensure that the Software is not exported, directly or indirectly, in
violation of those laws.
10.6 Non-solicitation. During the term of this Master Agreement and
for a period of one year following its termination, Client will not employ
or solicit for employment directly or through other parties, without the
MRI’s written permission, any individual employed by MRI. If a Party
breaches this Section 10.6, such Party shall pay to the non-breaching
Party a sum equal to 150% of the hired employee’s annual salary while
such employee was employed by the non-breaching Party, and such
payment shall be made within 30 days of hiring such employee.
10.7 Compliance. During the term of this Master Agreement and for a
period of one year following its termination, Client shall maintain and
make available to MRI records sufficient to permit MRI or an independent
auditor retained by MRI to verify, upon ten days’ written notice, Client’s
full compliance with the terms and requirements of the Agreement. Such
audit shall be performed during regular business hours. If such
verification process reveals any material noncompliance by Client with
the Agreement, Client shall reimburse MRI for the reasonable costs and
expenses of such verification process (including, but not limited to the
fees of an independent auditor) incurred by MRI, and Client shall
promptly cure all noncompliance, including without limitation through
the payment of any and all fees owed to MRI during the period of
noncompliance; provided, however, that the obligations under this
Section do not constitute a waiver of MRI’s termination rights. Client
acknowledges that the Software may include a license manager
component to track usage of the Software and agrees not to impede,
disable or otherwise undermine such license manager’s operation.
10.8 Reserved.
10.9 Relationship. The Agreement is not intended to create a
partnership, franchise, joint venture, agency, or a fiduciary or
employment relationship. Neither Party may bind the other Party or act
in a manner which expresses or implies a relationship other than that of
independent contractor.
10.10 Invalidity. If any provision of the Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired.
10.11 Survival. The following provisions will survive any termination or
expiration of the Agreement or a Schedule: Sections 1, 2, 3, 4, 6.1, 6.2,
6.5, 7, 8, 9, and 10.
10.12 No Waiver. Any waiver of the provisions of the Agreement or of
a Party’s rights or remedies under the Agreement must be in writing and
include a signature by an authorized representative of each Party to be
effective. Any such waiver shall constitute a waiver only with respect to
the specific matter described in such writing and shall in no way impair
the rights of the Party granting such waiver in any other respect or at any
other time. The waiver by either of the Parties hereto of a breach or of
a default under any of the provisions of the Agreement shall not be
construed as a waiver of any other breach or default of a similar nature,
or as a waiver of any of such provisions, rights or privileges hereunder.
The rights and remedies herein provided are cumulative and none is
exclusive of any other, or of any rights or remedies that any Party may
otherwise have at law or in equity. Failure, neglect, or delay by a Party
to enforce the provisions of the Agreement or its rights or remedies at
any time, shall not be construed and shall not be deemed to be a waiver
of such Party’s rights under the Agreement and shall not in any way affect
the validity of the whole or any part of the Agreement or prejudice such
Party’s right to take subsequent action.
10.13 Entire Agreement. Client hereby releases and discharges MRI
from any and all claims for relief, causes of action, or demands arising
out of or in any way relating to any event, act or occurrence prior to the
Commencement Date of this Agreement. No modification to the
Agreement will be binding unless in writing and includes a signature by
an authorized representative of each Party. All pre-printed terms of any
Client purchase order or other Client business processing document shall
have no effect.
EXHIBIT 2
Client: Housing Authority of the City of Santa Ana MRI Confidential Page 6 of 10
10.14 No Third Party Beneficiaries. This Agreement is for the benefit
of the Parties and their successors and permitted assigns, and does not
confer any rights or benefits on any third party, including any employee
of a Party, any client of a Party, or any employee of a client of a Party.
Notwithstanding the above, the Parties acknowledge that all rights and
benefits afforded to MRI under the Agreement shall apply equally to the
owner of the Third Party Software with respect to the Third Party
Software, and such third party is an intended third party beneficiary of
the Agreement, with respect to the Third Party Software.
10.15 Reserved.
10.16 Legal Fees and Costs. In the event of a dispute between the
Parties regarding the enforcement of the Agreement, the prevailing Party
in such dispute will be entitled to collect from the other Party the
prevailing Party's reasonable legal fees and costs.
10.17 Reserved.
10.18 Headings and Drafting. The headings in the Agreement shall not
be used to construe or interpret the Agreement. The Agreement shall
not be construed in favor of or against a Party based on the author of the
document.
10.19 Counterparts. The Master Agreement and each Schedule may be
executed in one or more counterparts, each of which shall constitute an
enforceable original of the Agreement, and that facsimile and/or pdf
scanned copies of signatures shall be as effective and binding as original
signatures.
10.20 Treatment in the Event of Bankruptcy of Client. The Parties
acknowledge and agree that this Agreement is an executory contract as
such term is defined in section 365 of the United States Bankruptcy Code
(“USBC”). The Parties further acknowledge and agree that the
Agreement does not provide a license of intellectual property as defined
in section 101(35) of the USBC and that the provisions of Section 365(n)
of the USBC are therefore not applicable. Client acknowledges that MRI
will be harmed if this Agreement was assigned to a competitor, direct or
indirect, or any other party whose use of MRI Software or Services
pursuant to the Agreement would be detrimental to the business and
rights of MRI, and Client hereby grants MRI the right to consent to any
proposed assignment of this Agreement in a bankruptcy and that the
rights of consent to the assignment provided in section 365(c)(1) of the
USBC shall be applicable to any proposed assignment of this Agreement
in any bankruptcy case filed by Client.
***************************************************************************************************************************************
END OF MASTER AGREEMENT
EXHIBIT 2
Client: Housing Authority of the City of Santa Ana MRI Confidential Page 7 of 10
SAAS SERVICES SCHEDULE
This SaaS Services Schedule is entered into between MRI Software LLC (“MRI”) and the Client named in the Order Document, and the authorized
representatives of the Parties hereby execute this SaaS Services Schedule to be effective as of the Commencement Date, as defined in the Order
Document.
__________________________________________________________________________________________________________________
1. DEFINITIONS
Additional defined terms specific to this Schedule:
“Error”: a material failure of a hosted MRI Software to conform to its
Functional Specifications that is reported by Client to and replicable by
MRI.
“Malicious Code: computer viruses, worms, time bombs, Trojan horses
and other harmful or malicious code, files, scripts, agents or programs.
2. TERM; RENEWAL; TERMINATION.
2.1 Term and Renewal. SaaS Services commence on the
Commencement Date and shall continue for the term set forth in the
Agreement. For all Renewal Terms, Client shall be required to migrate
to the then latest Upgrade of the hosted Software. The pricing for the
first twelve (12) months of any Renewal Term shall be provided by MRI
in writing no less than ninety (90) days prior to the end of the Initial
Term or any Renewal Term. Notice to renew the Initial Term or any
Renewal Term shall be given in accordance with section 9 of the
Agreement and shall be deemed given upon delivery by Client to MRI.
If Client takes no action to renew prior to the end of the term, the
Agreement shall expire. For the purposes of the pricing notice in this
Section, email or first-class mail will suffice. The Initial Term and
Renewal Terms are collectively referred to as the “Term”.
2.2 Termination. This Schedule may be terminated for cause by
either Party in accordance with Section 9 of the Master Agreement.
Sections 1 and 2 hereof and the surviving provisions of the Master
Agreement shall survive expiration or termination of this Schedule.
Upon termination of the SaaS Services, and provided Client is not in
breach of any of its obligations under the Agreement, MRI will, upon
Client’s written request and payment of the applicable fees, provide a
backup copy of Client’s Data (a then-current fee schedule will be
provided upon request).
3. GRANT OF USE
Subject to the timely payment of the applicable fees, the terms of this
Schedule and the Master Agreement, MRI grants to Client, for the Term,
the right to access and use the SaaS Services, as more fully described in
the Order Document, solely for Client’s internal business purposes. Such
access and use is subject to the terms of the Master Agreement,
including without limitation the restrictions set forth in Section 6.2 of
the Master Agreement.
SaaS Services purchased may be accessed by or used to manage no more
than the number of License Metrics specified in the Order Document.
Additional License Metrics may be purchased under an additional Order
Document at the pricing in effect at the time the additional License
Metrics are added, prorated for the remainder of the then-current
Term. The added License Metrics shall have the same term as the then
applicable Term. Unless stated otherwise in the Order Document, fees
are based on Services and License Metrics purchased and not actual
usage.
4. SERVICES
4.1 SaaS Environment. Client is solely responsible for obtaining
and maintaining at its own expense, all equipment needed to access the
SaaS Services, including but not limited to Client’s Internet access.
4.2 SaaS Service Availability. MRI shall use commercially
reasonable efforts to make the SaaS Services available twenty-four (24)
hours a day, seven (7) days a week, except for: (a) Scheduled
Maintenance; (b) Client Error Incidents; (c) Emergency Maintenance; (d)
any unavailability caused by circumstances beyond MRI’s reasonable
control, including without limitation, Force Majeure Events; and (e)
Internet service provider failures or delays. Scheduled Maintenance is
defined as any maintenance performed during MRI’s then-current
standard maintenance windows and any other maintenance of which
Client is given at least forty-eight (48) hours advance notice. MRI may
perform maintenance on some or all of the SaaS Service in order to
upgrade hardware or software that operates or supports the SaaS
Service, implement security measures, or address any other issues it
deems appropriate for the continued operation of the SaaS
Service. Client Error Incident is defined as any SaaS Service
unavailability related to Client’s applications, Client Data, or Client’s
equipment, or the acts or omissions of any user of the SaaS Service.
Emergency Maintenance means downtime of the SaaS Service due to the
application of urgent patches or fixes, or other urgent maintenance,
recommended by MRI’s vendors, that is performed outside of Scheduled
Maintenance.
Client acknowledges that MRI does not control the transfer of data over
telecommunications facilities, including the Internet. MRI does not
warrant secure operation of the SaaS Services or that it will be able to
prevent third party disruptions of such Services. Client acknowledges
further that the SaaS Services may be subject to limitations, delays, and
other problems inherent in the use of the internet and electronic
communications. MRI is not responsible for any delays, delivery
failures, or other damage resulting from such problems.
4.3 Maintenance and Support Services. Subject to Client’s
timely payment of applicable SaaS Services fees, MRI will provide to
Client the Maintenance and Support services for the Maintenance and
Support plan indicated in the Order Document, under MRI’s Maintenance
and Support policies in effect at the time the Services are provided for
the level of Services ordered. MRI shall manage and install all Updates
and Upgrades of the hosted Software.
Updates are provided when and if available, and MRI is under no
obligation to develop any future programs or functionality. MRI is under
no obligation to provide Maintenance and Support with respect to: (i)
Software that has been altered or modified by anyone other than MRI or
its licensors; (ii) a release for which Maintenance and Support has been
discontinued; (iii) Software used other than in accordance with the
Documentation; (iv) discrepancies that do not significantly impair or
affect the operation of the SaaS Services; (v) any systems or programs
not supplied by MRI; or (vi) Configurations.
EXHIBIT 2
Client: Housing Authority of the City of Santa Ana MRI Confidential Page 8 of 10
For the avoidance of doubt, Updates provided under Maintenance and
Support services do not include custom development, Upgrades, or
Configurations regardless of whether such Configurations are performed
by MRI or by Client. MRI reserves the right to charge Client for any
reintegration work required to make Configurations compatible with
future versions/releases.
If an Error was corrected or is not present in a more current version of
the Software, MRI shall have no obligation to correct such Errors in prior
versions of the Software.
Subject to timely payment of the applicable fees, Maintenance and
Support is provided for all Software, unless otherwise noted in the Order
Document; provided, however, that with respect to Third Party
Software, MRI’s obligation is limited to using commercially reasonable
efforts to obtain Maintenance and Support from the third party owner
of such Software.
4.4 Backups and Restoration Services. Provided Client is not
otherwise in breach of the Agreement, MRI will provide backup copies
and/or database restoration, upon written request and subject to
Client’s payment of applicable fees for such service (a then-current fee
schedule will be provided upon request).
4.5 Exclusions. Fees for SaaS Services do not include
implementation, training and other Professional Services, such as
project management, conversion, report writing, and external systems
interface development. It is Client’s responsibility to ensure that all
appropriate users receive initial training services sufficient to enable
Client to effectively use the SaaS Services. Failure to do so could result
in increased service call fees if such service calls are deemed excessive
as a result of insufficient training, at MRI’s discretion.
5. CERTAIN OBLIGATIONS
5.1 Passwords; Security. Client is responsible for maintaining
the confidentiality of all passwords and for ensuring that each password
is used only by the authorized user. Client is entirely responsible for
any and all activities that occur under Client's account. Client agrees to
immediately notify MRI of any unauthorized use of Client's account or
any other breach of security known to Client. MRI shall have no liability
for any loss or damage arising from Client's failure to comply with these
requirements. MRI will maintain Client passwords as confidential and
will not disclose them to third parties.
5.2 Client Data. Client shall be solely responsible for the
accuracy, quality, integrity and legality of Client Data and of the means
by which it acquired Client Data.
5.3 Acceptable Use. Client acknowledges and agrees that MRI
does not monitor or police the content of communications or data of
Client or its users transmitted through the Services, and that MRI shall
not be responsible for the content of any such communications or
transmissions. Client shall use the Services exclusively for authorized
and legal purposes, consistent with all applicable laws and regulations.
Client agrees not to post or upload any content or data which (a) is
libelous, defamatory, obscene, pornographic, abusive, harassing or
threatening; (b) contains Malicious Code; (c) violates the rights of
others, such as data which infringes on any intellectual property rights
or violates any right of privacy or publicity; or (d) otherwise violates any
applicable law. Client further agrees not to interfere or disrupt
networks connected to the Services, not to interfere with another
entity's use and enjoyment of similar services and to comply with all
regulations, policies and procedures of networks connected to the SaaS
Services. MRI may remove any violating content posted on the Services
or transmitted through the Services, without notice to Client. MRI may
suspend or terminate any user’s access to the SaaS Services upon notice
in the event that MRI reasonably determines that such user has violated
the terms and conditions of this Schedule.
6. WARRANTIES AND DISCLAIMER
6.1 Limited Warranty. During the Term, MRI warrants that the
hosted MRI Software supplied to Client as part of the SaaS Services will
be free of Errors.
6.2 Remedies. If the hosted MRI Software does not perform as
warranted, MRI shall use commercially reasonable efforts to correct
such Errors, as Client's exclusive remedy for any claim under this
warranty. Client shall promptly notify MRI in writing of its claim.
Provided that such claim is determined by MRI to be MRI’s responsibility,
MRI shall, within thirty (30) days of its receipt of Client's written notice,
(i) correct such Error; (ii) provide Client with a plan reasonably
acceptable to Client for correcting the Error; or (iii) if neither (i) nor
(ii) can be accomplished with reasonable commercial efforts from MRI,
then MRI or Client may terminate the affected SaaS Service, and Client
will be entitled to a refund of the pre-paid portion of the fees paid for
the affected SaaS Service. The preceding warranty cure shall constitute
MRI’s entire liability and Client's exclusive remedy for cure of the
warranty set forth herein. If Client elects not to terminate the SaaS
Service, Client waives all rights for the applicable warranty cure set
forth herein.
6.3 Exclusions. MRI is not responsible for any claimed breach of
any warranty set forth in Section 6.1 caused by: (i) modifications made
to the hosted MRI Software by anyone other than MRI; (ii) the
combination, operation or use of the hosted MRI Software with any
items not certified by MRI; (iii) MRI’s adherence to Client’s
specifications or instructions; (iv) Errors caused by or related to internet
connections; (v) Client deviating from the hosted MRI Software
operating procedures described in the Documentation; or (vi) Errors
caused by Configurations.
***************************************************************************************************************************************
END OF SAAS SERVICES SCHEDULE
EXHIBIT 2
Client: Housing Authority of the City of Santa Ana MRI Confidential Page 9 of 10
PROFESSIONAL SERVICES SCHEDULE
This Professional Services Schedule is entered into between MRI Software LLC (“MRI”) and the Client named in the Order Document, and the
authorized representatives of the Parties hereby execute this Professional Services Schedule to be effective as of the Commencement Date, as
defined in the Order Document.
_______________________________________________________________________________________________________________________________
1. SERVICES
1.1 Work Authorizations/Statements of Work. MRI will perform
the mutually agreed upon Professional Services for Client described in
one or more work orders, work authorizations, statements of work or
Order Documents (individually and collectively an “SOW”) as the parties
may agree to in writing from time to time. Each SOW, once executed by
the authorized representatives of the parties, shall become a part of the
Agreement. Except as expressly stated elsewhere in this Schedule, in the
event of a conflict between the terms of this Schedule and the terms of
a SOW, the terms of this Schedule shall prevail.
1.2 Change Orders. Either party may propose a change order to
add to, reduce or change the Professional Services ordered in the SOW.
Each change order shall specify the change(s) to the Professional Services
or deliverables, and the effect on the time of performance and on the
fees owed to MRI, due to the change. Once executed by both parties, a
change order shall become a part of the SOW.
1.3 Costs. Professional Services shall be provided on a time and
materials (“T&M”) basis at MRI’s T&M rates in effect at the time the
Professional Services are performed, unless otherwise specified in the
applicable Statement of Work. On a T&M engagement, if an estimated
total amount is stated in the applicable SOW, that amount is solely a good
faith estimate for Client's budgeting and MRI’s resource scheduling
purposes and not a guarantee that the work will be completed for that
amount. If Client wishes the MRI personnel to perform Professional
Services at Client’s site, Client agrees it shall give MRI at least two (2)
weeks’ prior notice so MRI can make appropriate travel arrangements.
Professional Services performed at Client’s site shall be billed to Client
in minimum increments of eight (8) hours per day per MRI employee.
Fees are based on services, including training services, provided during
normal MRI business hours, Monday through Friday, 8:00 a.m. - 7:00 p.m.
local time (MRI holidays excluded). Professional Services provided by MRI
outside of normal MRI business hours will be subject to a premium service
charge of one and one-half of the standard MRI list price for such
services. Except as otherwise provided in Section 4.1 herein with respect
to training services, if Client cancels a Professional Services engagement
specified in an approved SOW less than ten (10) business days before the
scheduled start date for such Professional Services, Client shall pay
twenty-five percent (25%) of the total estimated costs for Professional
Services scheduled for performance between five (5) and ten (10)
business days of MRI’s receipt of Client’s cancellation and fifty percent
(50%) of any Professional Services scheduled for performance within five
(5) business days of such receipt.
1.4 Delays/Costs Overruns. In the event of any delay in Client’s
performance of any of the obligations set forth herein or any other delays
caused by Client, the milestones, fees and date(s) set forth in the SOW
shall be adjusted on a T&M basis as reasonably necessary to account for
such delays, and the adjustment shall be made by change order in
accordance with the provisions of Section 1.2 above.
2. PROJECT MANAGEMENT
2.1 Responsibility. MRI shall be responsible for securing,
managing, scheduling, coordinating and supervising MRI personnel,
including its subcontractors, in performing the Professional Services.
2.2 Cooperation. Client shall provide MRI with good faith
cooperation and access to such information, facilities, personnel and
equipment as may be reasonably required by MRI in order to provide the
Professional Services, including, but not limited to, providing security
access, information, and software interfaces to Client’s applications, and
Client personnel, as may be reasonably requested by MRI from time to
time. Client acknowledges and agrees that MRI’s performance is
dependent upon the timely and effective satisfaction of Client’s
responsibilities hereunder and timely decisions and approvals of Client in
connection with the Professional Services. MRI shall be entitled to rely
on all decisions and approvals of Client.
2.3 Subcontractors. MRI may subcontract or delegate any work
under any SOW to any third party without Client’s prior written consent;
provided, however, that MRI shall remain responsible for the
performance, acts and omissions of any such subcontractors.
2.4 Client Data. Client Data must be provided to MRI in a format
approved by MRI or additional charges will apply. Client is responsible for
the accuracy and completeness of its information and Client Data. MRI’s
performance is dependent on Client’s timely provision of accurate and
complete resources and information, including but not limited to
detailed, precise and clear specifications for any deliverables.
2.5 Remote Access. For installation of the System and for any
Support of the System, Client shall ensure that MRI’s assigned technical
personnel are able to access the System remotely. Client shall be
responsible for providing MRI access through any Client security
measures. MRI alone shall decide whether access to the System is
sufficient for installation purposes. Certain functionality of the System
may require connections to or interaction with MRI after such System is
running on Client’s infrastructure, and Client agrees to permit and
facilitate such connections and interaction. “System” means the total
complement of hardware and Software furnished and/or maintained by
MRI.
2.6 Testing of Projects. Client shall test any deliverables, and
notify MRI of all deficiencies relative to the applicable specifications for
such work set forth in the applicable SOW within thirty (30) calendar days
following MRI’s delivery of such deliverables to Client (“Notification
Period”). Subject to Client’s timely notification and provided that the
deficiencies are MRI’s responsibility, MRI will re-perform the applicable
Professional Services as required to meet the applicable specifications at
no additional charge.
3. LICENSE AND OWNERSHIP
3.1 Ownership. Without prejudice to the provisions of Section 6
(Limited Rights and Ownership) of the Master Agreement, all Intellectual
Property including all copies thereof in any Software, other products
furnished by MRI and the results of the Professional Services performed
by MRI including (without limitation) all deliverables, documentation,
training materials, Configurations and all Intellectual Property embodied
therein shall, subject to Section 3.2 below, vest solely and absolutely in
MRI or its licensors. MRI may access the System remotely in order to copy
Configurations to the Software or to otherwise ensure Client’s
compliance with the terms of this Section 3.1 and the Agreement.
3.2 Limited License. MRI grants Client, upon full payment of the
applicable fees and charges, during the Term and subject to the
restrictions set forth in Section 6.2 of the Master Agreement, a personal,
nontransferable, nonexclusive, nonsublicensable, limited license to use
the deliverables solely for Client’s own internal business needs.
4. SUPPLEMENTAL TERMS FOR TRAINING SERVICES
4.1 General. “Training Courses” are defined as: classroom-based,
live virtual, and/or self-paced e-learning courses provided by MRI’s
training division called MRI Learning Solutions. Training Courses and their
respective prices, policies and schedules are subject to change without
notice. Training Courses shall be provided by MRI to Client pursuant to
the terms of an SOW. “Named Users” as used herein are defined as Client
Users listed in the SOW that shall be eligible to receive Training Courses.
4.2 Cancellation and Transfer Policies.
4.2.1 Client Training Course Cancellation Policy. “Client Training
Courses” means non-publicly offered Training Courses delivered
specifically for Client and held at a mutually agreed upon time and
EXHIBIT 2
Client: Housing Authority of the City of Santa Ana MRI Confidential Page 10 of 10
location. Client Training Courses may be delivered in a physical
classroom at a location determined by mutual agreement or through a
live virtual classroom. Details regarding delivering Client Training
Courses shall be set forth in an approved SOW. For Client Training
Courses to be provided at an onsite classroom that are canceled by
Client: (i) ten (10) or more business days prior to the course start date,
MRI will provide a full refund or credit; or (ii) within the ten (10) business
day period before the course start date, fifty percent (50%) of the course
fee will be forfeited and MRI will provide the remainder as a refund or
credit.
4.2.2 Physical Classroom Public Training Course Cancellation
Policy. “Public Training Courses” means publicly offered Training
Courses that are not delivered specifically for Client. Public Training
Courses may be delivered in a physical classroom or through a live virtual
classroom. Registered attendees for a physical classroom Public Training
Course who cancel less than ten (10) business days prior to the course
start date will forfeit all applicable Training Course fees; however,
transfers to another person are permitted up to one (1) business day
prior to the course start date. In order to transfer a physical classroom
Public Training Course attendance spot, contact MRI Learning Solutions
at 1.800.321.8770 ext. 1 or email learning@mrisoftware.com. MRI
reserves the right to cancel any physical classroom Public Training
Course class up to ten (10) business days prior to the course start date
for any reason. If MRI cancels a physical classroom Public Training
Course class and is unable to reschedule the attendee, MRI will refund
to such attendee all applicable Training Course fees. MRI assumes no
responsibility for non-refundable airline tickets or other expenses that
may be incurred due to cancellation of a physical classroom Public
Training Course.
4.2.3 Live Virtual Classroom Public Training Course Cancellation
Policy. Registered attendees for a live virtual classroom Public Training
Course program will receive a web-conferencing invitation on the day
prior to the start of the program. Registered attendees who cancel less
than twenty-four (24) hours before the scheduled start date and time
will not be refunded any applicable Training Course fees. However,
transfers to another person are permitted up to the starting time of the
program. In order to transfer a live virtual classroom Public Training
Course attendance spot, contact MRI Learning Solutions at
1.800.321.8770 ext. 1 or email learning@mrisoftware.com. MRI reserves
the right to cancel any live virtual classroom Public Training Course class
for any reason. If MRI cancels a live virtual classroom Public Training
Course class and is unable to reschedule the attendee, MRI will refund
to such attendee all applicable Training Course fees.
4.2.4 Self-Paced e-Learning Training Course Cancellation Policy.
“Self-Paced e-Learning Training Courses” means publicly offered
Training Courses that have no set time or location, and can be taken by
any person at any time at the MRI Learning Solutions website. Self-
Paced e-Learning Training Courses are non-cancelable and applicable
fees are non-refundable. All sales of Self-Paced e-Learning Training
Courses are final and non-transferable.
4.3 Use Limitations; Monitoring. Unless otherwise explicitly
agreed in writing by MRI, Client is only allowed user access rights to any
Training Course up to the number of Named Users purchased as shown in
an executed SOW. Client and Named Users may not share access rights,
or any Training Course content, with others and may only access the
Training Course for personal training use as specifically permitted. To the
extent permitted by law, MRI may monitor, suspend or terminate Client’s
or any Named User’s use of any Training Course and/or training account,
or terminate this Schedule or the applicable SOW, or remove or disclose
Client’s or any Named User’s information in order to ensure Client’s and
all Named Users’ compliance with the Agreement or to otherwise protect
MRI rights or rights of others. If Client or any Named User does not comply
with the restrictions set forth in this Section 4.3, Client may be charged
additional fees equivalent to the resulting usage fees for the related
services incurred.
5 TERMINATION
This Schedule may be terminated in accordance with Section 9 of the
Master Agreement.
Where the non-breaching Party has a right to terminate this Schedule,
the non-breaching Party may at its discretion either terminate this
Schedule, or the applicable SOW.
Upon termination for any reason, all work products, including all drafts
and works in progress of deliverables, shall be delivered to Client. Upon
MRI’s receipt of a notice of termination, MRI shall cease and shall cause
any agent or subcontractor to cease all work under the applicable SOW
and minimize any additional costs or reimbursable expenses unless
otherwise agreed in writing by the Parties. Except as may be expressly
set forth in the applicable SOW, Client shall pay MRI fees for services
performed to the date of termination on a T&M basis together with any
expenses reasonably incurred in connection therewith. The Parties’
obligations under this Section 5 and Section 3 of this Schedule and the
surviving provisions of the Master Agreement shall survive any
termination of this Schedule.
***************************************************************************************************************************************
END OF PROFESSIONAL SERVICES SCHEDULE
EXHIBIT 2
1
EXHIBIT B
Order Document
{Attached Separately Paginated}
EXHIBIT 2
Client: Housing Authority of the City of Santa Ana MRI Confidential Page 1of 2
1
ORDER DOCUMENT #1
SAAS SERVICES
SAAS SERVICES
Products License Metric Quantity Territory
Assistance Connect Named Users
Units
Up to 25 Named Users
Up to 3,260 Units USA
Custom Forms Named Users
Units
Up to 25 Named Users
Up to 3,260 Units USA
Direct Deposit Named Users
Units
Up to 25 Named Users
Up to 3,260 Units
USA
FSS Pro Named Users
Units
Up to 25 Named Users
Up to 3,260 Units USA
Housing Pro Named Users
Units
Up to 25 Named Users
Up to 3,260 Units USA
iDIA (Integrated Document Imaging Archive) Named Users
Units
Up to 25 Named Users
Up to 3,260 Units USA
iFile Named Users
Units
Up to 25 Named Users
Up to 3,260 Units
USA
Inspections Named Users
Units
Up to 25 Named Users
Up to 3,260 Units USA
Occupancy Named Users
Units
Up to 25 Named Users
Up to 3,260 Units
USA
1099’s and Payment History Named Users
Units
Up to 25 Named Users
Up to 3,260 Units
USA
Payments Named Users
Units
Up to 25 Named Users
Up to 3,260 Units
USA
Report Writer Named Users
Units
Up to 25 Named Users
Up to 3,260 Units USA
Tenant Account Receivables (TARs) Named Users
Units
Up to 25 Named Users
Up to 3,260 Units
USA
WaitlistCheck Named Users
Units
Up to 25 Named Users
Up to 3,260 Units USA
Waiting List Named Users
Units
Up to 25 Named Users
Up to 3,260 Units USA
HQS Mobile Inspections (iPad) Users Up to 2 Mobile Users USA
Database Each Up to 1 Production USA
FEES, PAYMENT AND TERM
Initial Term
(1)
Effective Date First Twelve Months SaaS Fees
(2)(3)
Three (3) Years June 1, 2021 $52,793
(1) The Initial Term and any Renewal Term are non-cancelable, subject to termination rights as set forth in the Agreement.
(2) MRI may, at any time after the first twelve (12) months of the Effective Date listed above, and in its sole discretion,
modify the Fees upon ninety (90) calendar day prior written notice to Client as outlined in the Consultant Agreement.
Payment Terms: Fees are due in U.S. Dollars annually in advance. Initial payment must be received by MRI prior to the Effective
Date and any Renewal Term; MRI has no obligation to provide SaaS Services until such payment is received.
EXHIBIT 2
Client: Housing Authority of the City of Santa Ana MRI Confidential Page 2of 2
2
LICENSE METRICS AND USE RIGHTS DEFINITIONS
Definitions
A “Unit” is a space rented or designed to be rented to a tenant for residential use and is characterized by a unique tenant, a
unique mailing address, or a unique physical location. “Units” include without limitation AHR Units and DHCR Units.
A "Named User” license permits Clients to assign User IDs only to a fixed number of specifically named employee users or
Affiliates, and simultaneous access to the licensed Program is limited to those specific named users.
A "Concurrent User” license permits Client to assign an unlimited number of User IDs to its employees or Affiliates’ employees,
but simultaneous access to the SaaS Services is limited to the number of authorized concurrent licenses paid for and held by the
Client.
Use Rights: The license to use the SaaS Service is priced based on Client’s License Metrics as of the Effective Date of this Order
Document and allows Client to use the Software to manage up to the quantity set forth above. Additional licenses must be
purchased by Client in the event the number of actual License Metrics exceeds such licensed quantity. If Client’s actual Lice nse
Metrics exceed such licensed quantity, then MRI reserves the right to charge a premium fee for any additional License Metric used.
The cost for these additional licenses will be at MRI’s then-current fees. There shall be no fees adjustments or refunds for any
actual License Metrics decreases. Fees (other than monthly user access fees) are based on quantity purchased, not usage.
Self-Certification: Without prejudice to MRI’s audit rights pursuant to the Agreement, Client will, by June 1st of each year,
document and certify that use of the SaaS Services is in full conformity with the use rights granted hereunder. The Self-
Certification Document can be found in the MRI Terms and Conditions.
MAINTENANCE AND TECHNICAL SUPPORT
Maintenance Level: Standard
Fees: Maintenance is included in the SaaS Fees.
Designated Support Contacts:
Maintenance and Support may only be requested by the two (2) Designated Support Contacts named below who must have
successfully completed MRI’s standard training course prior to (i) logging case requests; or (ii) receiving status updates on cases.
Client may change these Designated Support Contacts from time to time, to other Client employees, by promptly delivering in
writing to MRI the names and contact information of the new Designated Support Contacts (email is sufficient). The SaaS Services
fees are related to the number of contacts; access to support by any additional contacts will be subject to addit ional fees.
One (1) Designated Support Contact must be the Administrator listed above in this Order Document.
The initial Designated Support Contacts of Client are:
Name:
Title:
Phone:
Address:
Email:
Name:
Title:
Phone:
Address:
Email:
EXHIBIT 2
31
Exhibit B
EXHIBIT 2
29
Fee Schedule
As a market leader in the real estate software industry with more than 48 years of experience,
MRI is able to leverage an extensive knowledge base to deliver products that set the standard for
affordable housing management. Included below is a price quotation to add the following products:
Estimated Software Pricing
Existing Housing Pro 9.3 System In The Cloud
25 Users, 2 Mobile Inspection Users, Up to 3,260 Units
Modules Include: Waiting List, Occupancy, iFile, iDIA, Inspections,
HQS Mobile Inspections, Tenant's Accounts Recievable, Payments,
Direct Deposit, 1099's and Payment History, FSS Pro, Report Writer,
Custom Forms
Web Portals Include: WaitistCheck, Assistance Connect
Software Estimated Total $52,792.58
This new three-year contract will apply across all your existing modules and users including:
•Waiting List
•Occupancy
•iFile
•FSS Pro
•iDIA
•Inspections
•HQS Mobile Inspections
•Payments
•1099’s and Payment History
•Tenants Accounts Receivable
(TAR’s)
•Direct Deposit
•Report Writer
•Configurable Forms
•WaitlistCheck
•Assistance Connect
Pricing is based on licensing metrics as follows:
•25 Users
•2 Mobile Inspections User
•3,260 Units
The software fees above reoccur annually. Per the RFP, MRI is proposing a three (3) year
contract options that cap the maximum increase for software fees at 5%.
There are no implementation fees being proposed at this time.
EXHIBIT 2
1
EXHIBIT C
Statement of Work
{Attached Separately Paginated}
EXHIBIT 2
1
Statement of Work – Work Authorization
ORDER DOCUMENT AND STATEMENT OF WORK #714435
This Order Document and Statement of Work incorporates by reference and is governed by the terms and conditions of
the Master Agreement (“Agreement”) with an effective date of June 1, 2021 and the Schedule for Professional Services of
same date between HAPPY Software, an MRI Software Company (“MRI”) and City of Santa Ana Community
Development Agency (“Client”) and is effective as of June 1, 2021 (“Effective Date”).
Client Name: City of Santa Ana Community Development Agency
PROJECT SCOPE AND SUMMARY
Client is engaging MRI Software (“MRI”) to deliver services associated with the following:
New Cloud User License and Workspace – 5 users
Project Management
o User Account Information Collection and Delivery
o User Workspace Creation and Setup
o Assistance with Workspace Installation
o Update of Activation Code in Housing Pro to reflect updated user count
o Update of FileMaker Connections in Admin Console
o
PROJECT PRE-REQUISITES
1. Before MRI is able to secure/book any MRI resources, provide any targeted start and en d dates for project the
following must be in place.
1.1. The Master Agreement has been signed by both MRI and the Client, if applicable.
1.2. Statement of Work has been signed by the Client and returned to MRI.
2. Training and documentation will be provided in English only.
3. New computer meets all of the Hardware and Network Requirements.
4. Client needs to provide MRI with the appropriate information on the new users before Workspaces can be created.
PROJECT SERVICE DELIVERABLES
1. MRI has endeavored to provide the most accurate estimates for each deliverable and activity based on the scope and
budgetary information provided by the Client. All estimates at this stage in the project are subject to change.
2. The project timescales for this project and related deliverables must be formally communicated and agreed upon by
MRI and the Client.
3. MRI maintains a backlog of project work; therefore the start date for this project will be subject to MRI availability at
the time this Statement of Work is executed. Should you have any questions regarding expected backlog for this
project, please contact MRI at gpsrequests@mrisoftware.com.
EXHIBIT 2
2
Statement of Work – Work Authorization
PROJECT ASSUMPTIONS
1. Client is responsible for providing all necessary documentation for MRI to complete the Scope.
2. Administrative user to assist in completing workspace installation will be available.
CHANGE CONTROL PROCEDURES
1. Changes to this Statement of Work (“SOW”) may be requested at any time, by either party. As any proposed changes to
the original scope of work might affect the price, schedule changes that incur additional fees or alter the terms of the
original SOW must be approved by either party’s Project Manager(s) or project representative(s) “prior” to amending
the SOW and implementing the change.
2. This procedure will be used by the Parties to control changes to the SOW and changes to any previously approved
services or deliverables.
3. The requesting party will create a Project Change Request (“PCR”) which will serve as the vehicle for communicating the
change. The PCR shall describe the change, the justification for the change, additional fees, and the impact such chan ges
will have on the SOW.
4. The requesting party’s designated Project Manager or project representative will review the proposed change and
determine whether to submit the request to the other party.
5. The Parties will review the proposed PCR and will either approve, investigate it further or reject the PCR. The PCR will
not be binding until signed by both parties.
GENERAL ASSUMPTIONS
1. Once the Statement of Work is executed, the assigned MRI Consultant(s) will be scheduled with project personnel at a
mutually agreeable timetable.
2. Efforts around change management, business process reengineering, or project management of Client resources is
considered out of scope.
3. Mutually agreed changes to specifications, whether before, during or after MRI’s performance will be handled by
processing a Project Change Request.
4. MRI reserves the right to charge Client a cancellation fee in accordance with the Agreement, if applicable.
5. Client shall make reasonable business efforts to deliver a stable network and computing environment prior to any
services engagement.
6. Client and MRI will work together to resolve all issues related to the project in a timely fashion.
7. Client and MRI will communicate any changes in schedule, availability of project personnel, hardware, software,
resources or facilities related to the project within a reasonable timeframe in advance of scheduled engagements.
8. Client will manage the availability of appropriate personnel for knowledge transfer as well as decision -making and
escalation of decisions.
9. The project team may adjust the master project plan based on real world findings and the Client’s ability to secure
required resources.
10. Location of work will be remote only.
PRICING ASSUMPTIONS
The professional services fee estimates are for MRI resources (or affiliates). Client understands that professional services
fees are due as incurred and are billed on a monthly basis at month end. Client agrees to pay invoices in accordance with
invoice terms. Failure to pay invoices will be handled in accordance with MRI collections policy.
EXHIBIT 2
3
Statement of Work – Work Authorization
1. MRI fees for the scope of Services described in this Statement of Work will be billed to the Client on a time and
materials basis for hourly services and at a fixed fee basis for all other services per the Pricing Schedule below.
2. Project Change Requests (aka Change Orders) executed against this contract will be contracted at MRI standard rates.
3. Future work for MRI services not associated with this Statement of Work will be contracted at standard rates.
4. The cost estimates are for MRI personnel or affiliates and will be billed on a monthly basis.
5. Identified SCHEDULES may be modified at the request and/or acceptance of Client. Changes in SCOPE will require PC R
(see above).
6. Client is responsible for payment of any applicable taxes. MRI will invoice Client for any applicable taxes in connection
with performance of the Statement of Work in accordance with the Agreement. Any tax amounts are over and above
the fees and expenses noted in the Statement of Work and any amounts prepaid hereunder for such fees and expenses
will not be applied to taxes due.
7. Pricing schedule is subject to change if Statement of Work is not signed within 30 days of creation date at which ti me
this Statement of Work will expire.
PRICING SCHEDULE
MRI DELIVERABLE RATE QUANTITY UNIT EST. SERVICE FEES
Installation $175 5 users Fixed One Time Fee $875
MRI Services Total $875
AGREEMENT TO COMMENCE WORK:
With my signature below and on behalf of Client, Client hereby, (i) acknowledges that this entire Statement of Work (all
pages) accurately documents the terms of the work agreed upon by Client and MRI; (ii) approves this Statement of Work as
issued; (iii) gives approval for commencement of work as specified herein; and (iv) acknowledges that these terms are
subject to change in accordance with any modification to the scope of work.
City of Santa Ana Community Development Agency
* Signature:
* Name:
* Date:
* Indicates required field
EXHIBIT 2