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Home My WebLink About070609 AGENDA PKT } ,t ~Ll~ 0 Zvi nor z'xl ~~ro~~. . 'i~wauxrF:r~. J' ~ ~ ~ ~ awa.go-µ ~•.ao 1~, o-~ro-R~in~w~n'0....w.x _ .,•E ~ K~; - •tx~r, mtg. ~i:F: es ~ k:i~.i, ~;iVf Z~.B~!i ,:iti .e N~ 5 } - ~ u~~ ~l. Pud E 5 tai r~~r~~ _ . ~au~i~ . Avare~ ~u~aa~n~~ ilic~ ~h~r~~~son Au~hor~ I~embe~ P. ~~~d B~v~d~ _ lich~~e ~i n~z A~~ho~i~y I~em~e~ ~lu~h~~if~ ~mib~r . ~1in~~ rn~~nt~ Sad T`~~~~~r~ 1 ~u~ho~i~ ~~n~b~~ ~ ~ufi~rity ~e~ber J~~ph . F~l~t~her ~h~a N~io~ i`'~~r~~ia l~e~ly - er~era! Caur~sel Exec~~~ve D~rec#o~ Re~~rdi~g ec~~tary yore reed pec~a~ assr`~ar~~e ~o par~ic~;~a~~ 1r~ ~~r~s ~o~~r~g ~r~~f~ori~y r~el~r~g, ~fe~~ cor~fac~ the ~i~y ADA Progr~r ~oar~~r~alor; {7~~} ~~T ~8. ~~eae call prior to lire e~~r~g dale allow the City ~r~o~g}~ lire fo r~~e rea~or~a~l~ ~rr~r~ger~er~l~ fir cce~~rb~li~y ~o phis meelrr~g. ~Ar~erleans ~v~~h Dlsabllf~ie Act Mlle ll, ~8 CSR - 5. ~ EAI H~L~~NAUTHC~~ITI~~lEET~N ~h~~~R~fATI~N AEN~A ~IlPT10~ The agenda descriptions provide the public v~ith ~ general summary of the items of business to be considered ley the Housing Authority. The Housing Authority is not limited in any gray by the ~eca~r~ended Action and may take any action ~rhich the Authority deems to be appropriate an an agenda item. ~~cce t as otherwise rovided b lair na action shall be taken an an item not listed on the agenda, A[[ supporting documentation for this agenda i available for public reviev~ in the Clerk of the Council Office during regular business hours, 5:~~ ,m, - :~D p.m., I~anday through Friday. The Clerk#s office is located in City Hallf Civic Center Plaza, Roam 80, Santa Ana, California, 4~-~~D, date materials received following the posting of the agenda will be available for viewing in the Hauling Authority rr~eeting~location during the session. PI.J~LI~ INPUT AGENDA lT~ll~ ~N~ iT~IUi PU~LI INTE~ET W The City Council evil! convene a joint session with the Hauling Authority BHA} to receive public comments regarding any agenda items ar items of public interest Within the jurisdiction of the HA. All requests to speak shat[ be submitted in Writing by submitting a speal~er card to the Clerk of the Council. l~egues# to speak shall not lie acc~_~~~d, after _ the public con~ient session begins 1N~~h~i~t_pE1"1T~~SSiOn the_~rslding officer. During this public comment period, members of the pubic shall be given a total of three minutes to speak on any and a![ matters contained on the City Council agenda and any and a!l matters including - items of public interest within the subject matter jurisdiction of all related Agencies meeting on the same date. [ PUBLIC HEAIINS- l~ernbers of the public sha!! be given three minutes to address the Housing Authority for each duly noticed hearing, unless the matter is continued prior to taking public testimony. C~NEf~T CALENDAR All matters lisped under the consent calendar are considered to be routine by the Housing Authority - and aril! be emoted by one motion v~ithout discussion unless a member of the Housing Authority "pulls" an item{s}from the ~cansent calendar far a separate vote, TELE1~iED MEET[N CHE~ULE A!l regular Housing Authority meetings veil[ be televised and available for viewing on the City's ~reb page live or taped delayed. Meetings held in the Council Chamber or other designated locations _ uvhich are televised live on CTII Time ~frner Cable ~ri[I be cablecast Mondays at ~:~g p,m., Tuesdays ir~rnediate[y following the Housing Authority rr~etin at .~D a.m., U~ednesdays at ~:Do p.m., and Sundays at ~:~0 p.rn. Meetings held in locations that do not have a live cable feed gill be video taped and shown on CT and the City's ebsite one day fo[lovving the Housing Authority meeting. DVD copies of the Housing Authority meetings for loan gill be available for public circulation at the Santa Aria Main library the day after the Housing Authority meeting. H~U~h~~ A~JTH~RiT~ AGENDA JULIA D~, ~~4 _ . CITY ~F SANTA ANA HUINC AUTH~R~TY IEET~NC~ JU~.Y , ~OD~ ~IU~A~ ~E~T~N CALF T ORDER Chairperson 1UL1~~ 1-lousing .Authority Mernbers LIlAR~~, ENAIIIDE, B~JTA1~lA~TE, IARTIN~, ARl~NT, YI~AJ~R~ City Manager, Cit}r Attorney, Executive Directer, Clerk o~the Council PUBLID D~>~~ENT ~N AGENDA ATE AND ~TEI~ CAF` PUBLIC ~NTERET The City Council gill canvene a joint session pith the lousing Authority ~I~A} to receive public cor~~ents regarding any agenda ices or iter~ of public interest v~rithir~ the _ . ~ur~sdiction o~ the MA. All requests to speak shall be su~rr~itted in v~rriting by submitting speaker card to the Clerk o the Council. Requests to speak shall not be acc~pt~d a~e~ he~aub~i~_c~~~nt session begins without perrnissior~ o~the presiding ocer. i R~oomm~n~ed Action: Ap~r~v~ staff ~ecvmmendat~on ~n the fiol~o~u~~ng Consent Ca~~nda~ items: A~l~~~TRATI~' ATTER I~INUT~ . Rec~~~endod Acton: - Appra~e Iinufe. ~~~em . HOUSING AUTHD~~TY ~A~NDA 3 JULY ~G, DD9 ~E~fAf~ 1~1EETIN fit' JUNE ~aa. - ~SCELL~~NEOL~S ~D~~N~STR~4T~ON EUSEDABENCES RER~RTS QUARTER~.Y REPORT ~F OhITRAT ENTERED I NTH BY THE EECUTI~IE DIRETR Reoomr~ended ~etion: Re~e~ve end f~~e the ~~~terly Report of Cont~~et5 entered ~nta between Jan~a~y BOO end I~rch ~0~, v~ued at ~a4~~ and .AOREE~ENTS 4~. ANNU~~. I~iENE RENE#AL F~RYARD~ SYTE~1, INC. Recommended Action: Authorise the Ea~ecutive Director to execute the attached ~~cene rene~~ Frith Yards Inc. in an a~nou~nt not to exceed 30~0~0, uh~e~t tv non-a~uhta~tive changes appro~red y the Executive Director and Authority Generai Counsel END OF CONSENT CALENDAR**~ . C ~ 1ENTS - ~ = HOUINAUTH~RITY IEBER COMMENTS AT TH15 T11~E Reusing Authority mer~ber may corn~nent on r~on~ager~da - ratters and ask questions odor give direatians to staff:. NO action may b~ taken an non~agen~a items unless uthori~e~ by lair, AD,~O~JRNENT HOU~N A~TH~~~TY AGENDA 4 JU~~' D~~ 209 _ I - ~ ::k'. a~ry~ : r ,'Sl ~~II'!I: i r•e sa~e~. cr7r rau.ea n.i ~~~~IN ~AT~; R~~~~~I~ ERET~RY ~ ~L~Y9. JAY ~~D T~T~.~; APPR~V~q Q~JARTER~~ ~~RT ~OI~T~T ? As R~corr~~~~ded ~NT~RE~ ~NT~ B~ T~~ ~CUTIVE ? A A~ended D~T~R ~NTINU~D T~ - E~C~~TI E ~~E~T~~ ~~1~~NDE~ STN t~eceive and f.~le the quarterly depart o~ contracts entered into bet~een ~anu~~y 1, ~Oa9 and larch 1, X009, va~.ued at 5, 000 end less DIC~TI~ ~n October X008, the Housing ~.uthority increased the E~eout.~~re D.~retor' authority to execute agreements from an count not to exceed 10, O O a to ~ 5, 0 0 0 ~ ~'hi. s i s the sane authara~ty granted to the ~.ty - lana.ger by the v~ater through a charter Amendment in No~rer~bex~ of ~ 0 0 ~ . The authority granted to the Exeouti~re ~~.rector required the submission of a quarterly report to the dousing Authority ~t a public meeting on such agreement. ~'he report is required to include the names of - oontractor and the amounts of each contract. Exhibit 1 is a listing of all agreements entered into bet~een January ar~d aroh 1., 2D~9, valued at 000 end under. ,agreements ~ralued at _ greater than ~~,000 rcqui~e appro~ral by the Board of directors. SCE ~~A?~ "here i no fiscal impact assoo~.ated Frith this actiar~. i hei Landr Bayl - Houing Mina er o~munity Developm.en.t Agency JN~LBIsr C~ L [~S Q w ~ ~ ~ ~ _ _ i~ ~ ~ ~ ~ U ~ ~ Q ~ _ ~ ~ _ Q ~ Q~ ~ ~ ~ ~ ~ ~ Q ~ ~ _ ~ ~ ~ ~ ~ ~ ~ ~ ' ~ c~ _ ~ ~ ~ ~ ~ ~ ~ V ~ ~ ~ .L ~ ~ ~ ~ ~ ~ ~ ~ t~ ~ U cn C ~ 3~ ~ ~ V _ ~ ~ ~ ~ h Q O L ~ Q ~ ~ u7 ~ - ~ ~ N ~ Ql ~ - ~ ~ id.~ C~ C~ Fr N ~ ~ hl N ~ ~ U J . U ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ L ~ U ~ !5 i:; } ' 1' ~_~..ww ' ~4~, I i,kS FT. `~S ~ r #^~n" Is is 4 ~i arm ~ can -en , , ~ ;~'~al~'~i,j{', r r ~EET~NC~ SATE: REDRD~N ERET~~ USE ~~VL~f JULY OQ TITLE: APP~~VEa ~ C~~ ~E~~AL FAR BARD I A Recomrr~e~d~~ . As Amended YT~M , . ~NTfNUE~ T~ = E~CEU VE ~~~ETO~ ~ - ~~~EE T~~ Authorize tho Housing Authority ~~cut~,~r~ Director to ~~~cute the attached license reveal Frith ~Yardi yst~~ls, Inc. in an amount not - exceed O,OOD, subject to non-substantive charges appro~red by the Executive Director and Authority general counsel. 4 ~~UI~~ T~ R~U~~IEI~~P~~TT A H~U IN C~NI REC~]~'~ND~~,IgI~N F At its Regular Meeting of dune 200, by a Grote of ~ : ~ ~Bist absent} , the Community Redevelopment and Housing Commission reco~mended that the Housing Authority authorise the Housing Author~.ty Executive Director to e~ec-~te the attached license rene~al pith Mardi Systems, Inc, in an . amount .not to. e~e~d Ooh, subject to .non-s~bstanti~e ohang~s app:ro~red _ by the ~xecuti~re Director aid Authority General Counsel. DISCUSIO `Ihe Housing Authority currently uses specialized soft rare in the administration of the Housing Choice douche p~ogra This software i the ope~atlon of the Authority and its ob~.~atlon electronically transfer data to the S. Department of Housing and. [urban De~relopment THUD}. In 2oD~, the Authority purchased and implemented the Mardi syste~nsr Tnc. Housing Cho~.ce Toucher program management soft are. This syte~ tracks ali program information on appl~.cants, tenants, and owners, schedules and ~nai.ntain records on all Housing duality Standards inspections, performs inco~.e and payment calculations, and creates and transmits HAD-requiredreports. The annual ~,ioese fee, Which includes system upgrades, sot~rare updates, alb. pertinent user manuals, staff training, and thirty-seven hours of technical assistance, is now due for I Annual Lio~nse ~n~wa~ ~a~ Yari ~ster~s, Ino . Page ~ August 1, ~ D ~ 9 thraugh ~ui~r 1, ~ a 10 ~ exhibit 1 ~ , Yard. s~t~ms, Ino . will. also ~.ost the s~~ftware program to better streamline teohnial support. . 'Iher are three nationall.~ r~aognized providers o vauohar r~anagem.ent prarams~ in~~.uding Mardi, ,for hous.~ng ~uthorlties of sire sim.i~.ar to the ~ant~ Ana Housing Authority. chile all are. web-based ~pp~.ioatians, tha user interfaoe,~ wox~flow, and data ~xohanga proo~sses to support parent ohecl~ ~e~tian differ. The oasts to retrain staff, ~e-enter data, and _ customize new software to support tho it~r' internal oontral _ requirements would prohibit chan~~.n vendors. The Authority o~`iginal .housing program management software was developed Nan N~ca~r, Int. , which in ~D saki its program to Yard. systems, Inc. and over the years has been ousta~nized to serve our requirements. The Y~rd~. system is reoogni~ed as an industry standards chosen Las Angeles Count, ~hiaga, Portland, Sacrar~enta, and other large pub~.~.o housing authorities. - FTSCAI~ ~F~T ~`unds are ~~railable in tie Housing Authorit~r antraotual Services ~aooount 140-~1-~9~.} . APP~~~D A T~ FUNDS AND AC~UT - ell Lands B~yl Frano~.soo Gutierrez _ _ Housi g 1~an~g~r executive Director Gamm.unity Develop~.ent Ageno~r Finance 1~anagement Ser~rices Ageno~r JN/LB~J~r . F 5 s J APP~~~AT~~N H~ST~NG ADD S~FTWA~~ L~CiWS~ AREE~l~NT Yardi systems, Inc., a Cali€ornia corporation headquartered at X30 ~oith Fairview Avenue, valeta, CA 9~17T ~"Yardin},and Santa Ana Hausinc~ C~epartr~nerkt ~"Ciientz') Civic Center Plaza PO Box 7958 rSar~ta Ana, CA~~~~~9Z enter into this agreement incliding an~+ sct~ed~ales, exhibits ar a#her attachrrsents this ~A~reemer~t~~ effective as of the Pffective date defined in section 7 (~afinitions~, helaw~. PECITAL Yardi has developed certain real property and asset management application software for use in corxjunctian with an ~s, sociated database. Client desires #a license certain Yardi software via access to a designated Site jdefned in section 7 ~defnitions}, below pursiant to. this Agreement's #erms. Ire consideration of t#~eir respective rights and obligations as set forth in this A~reemer~t, the parties agree as foilaws: AGR1~I~EN~' 7. Ue~ini~ons. tk~e f;fi€ec#ive Da#e. a. "Anniversary I]ate~ means the da#e that is ~fi5 days after the Initiefiark date, aid each anniversary therea~er of 1. ~Licer~s~ Pro~rams~ means the so'~ware programs . . the date that is 3fi days after the Initiation Date, during this ider~ti#ted in schedule A. Rgreement's Term. m. ~Licer~sed Pr~~rams ?ocumer~tatioo~ rnear~ the b. "B~siness Pr~rposes~ means maragement of user manuals and docurnenta~on for the Licensed Pro- - . Clien#'s real property pertfoiio far accounting, property man- grams. agement and related business purposes. n. "Password" means the ur~i~ie riser game and c. "C!i'er~t Data" means the data that Client's aesignat password assigned by Client #o each Desigr~a#ed User as ed Users #ransrnit and~or enter into the database associated more fully described ir, section 6 {Users ar~d Passwords}. with the Licensed Programs in car~nectior~ with their Usa of tt~e Licensed Programs pursuant to this Agreement. o. "P~Csn means the pers~n~s}Client identifies to Yardi as points of contact for application support services and . d,. ~Citrix aesigr}ated User" ?~eans a Designated laser other accaun# management purposes, utiiizing Citrix products to access the Site, incensed Pro- grams, andfar Ckier3t Data for administrative purposes. p. "Site" means Yardk's site on the Internet at which Yardi hosts ~e Licensed Programs and Client data. - "Beliverabie° means ar~y deliverable or inteklectual property delivered #o Client as part of Programming Sereices q. k5oftware ~rro;" means a reproducible failure o€ the ~dei:wned ire section f4 ~l'regrarnming Services}] ar other Licensed Programs to rnaterialiy perfarrn as speci#ied in the services provided p~rsr~arrt to this A~reemer~#. Licensed Programs ~ocumer,tation. f. "Desi~rrated User rnear~s a Client employee or r. "Undisputed I^ees° means all Fees due from Client contractor desig~rated by Client to access the Site and Use ~rnder this A~reerrter~t which Client does rat reasor~abiy and the Licensed Programs far Business Purposes. in good faith dispute -and provide notice o€ such dispute in accord with sectiar~ 78~f~ ~Noticesj -within 3~- days of in- g. ")`ffective Date" means August 7, ~O~g. voice. ~Fees~ means the fees identified ir, Schedule A, and s. "Use" means authorized access to the Site and use . any other feiws that may became drre under this Agreement. of the Licensed Programs and Licensed Programs Docu- rnentation by Client's Designated Users solely far Client's "r. "Force Ma~eure k=vent means any event beyond. the Business Purposes. reasanabie control o€ the party affected by such event, ir~- chiding without iirt~itatiori fire, stomp, weather, earthq~,aice, 2. License Grant• Res#rictior~s• Access to Site. explosion, casua#ty, strike, war, riotr civil ~disturbanee, act of a. Licenses. Yardi grants to CEier~t a rron-exclusive, . hod, acts or omission ofi any #hird party, any state or r~atiortal non~trans€erable except as expressly provided in_ this la?~v, decree or ordinance, or ar~y execr,tive or judicial order, Agrees~er~t}, limited kicense for Client's Qesi~nated Users to which event causes a pair to delay or fail to perform ender access .the Site and Use the Licensed Programs and Li- this Agreement. ~ - ~ cerrsed~Programs Documer~t~tion which Yardi shall provide in electronic format} far Client's ~€~siness Purposes. °ima~e StorageA means Client Data f le storage an fide servers separate from the database server used to serve b. Res~iictions. Client may only exercise the license _ Client Dad. ~ ~ granted in section ~~a} Licenses} through its designated Users. Client may rat rent, lease, self, transfer Eby subli- lC. "ini~iatiorr Bate" means the date that is 2 ~veeks after tense, assi~nmer~t or otherwise except as expressly pro- ~f~~t CQt~fdentia~ . Preparat~or~ D~fe: day ~ ~ , 2D09 ~ ~ ~ ANA ~ { pay all reasonable expenses associated with on-site visits Client"s licensed maximum number of Designated Users. including, but not limited to, #ravel to a€~d from the site, ladg- - ing, rnea€S, etc. client acknow€edges that training services d. Password Assignment: Client's application support far more than 12 Client trainees rer~uire Client to pay far ~ PCC will be a Designated laser, will designate the a#her additional Yardi trainer for each ~2 C€ient trainees in excess Designated Users, and will provide each other Designated of Client agrees that Client must pay for arty impfementa- ~Jsers with a Password. Each password shall be personal tiao~trair~ing sere€ces cancelled less than ~ business days and unique to the applicable Designated User, ar~d may riot priar to their scheduled date. _ used by anyone other than such Designated User. Each Password may only be used from 1 computer at any given d. Data Conversion, Yardi wilt bill Client for electronic time.. Client shall he responsible for maintaining Designated dada conversion services, if initially ordered, at the rate User Password security. stated in Sclreduie A. Client acknowledges tC~at data prepa~ ration and post conversion data clean-up is inherent in ar~y e. Client Obliigation~ with li~espect to Designated daft conversion, ar~d such additional efforts associated with Users. Client shall inform each Designated User of this. a Client data conversion if performed by Yardi =will be Agreement's license terms and restrictions and shall enforce debited against Client's application support service allot- sucFr restrictions. Client agrees to notify Yardi if Client Be- ment. Absent an agreement to the contrary, Client steal! oth- comes 2~ware of any failure of a Designated User to adhere erwise be solely responsible far data conversion, data preps- to the license terms and restrictions in this Agreement. Client ration, data entry and data verification, and any posh acknpwledges that each time a Designated User accesses conversion clean-up. Additional Yardi data conversion ser the Site to Use the Licensed Programs the Designated User vices {i.e., in addition to airy initia! data conversion services wil! be presented with a splash screen welcoming the Desig~ set'forth in schedule ~A} are subject to the parties' mutual ~ Hated User ar~d ~reguestir~g that khe designated User enter agreement on: ~i} the schedule for performance of the addi~ 11is~her unique Passward. tional services, and iii} Yardi's Pees for the additional servio- es. ~I'icatiory Support & U~~rad~s. a. Application Support Service. Yardi will provide e. Testlr~g, Client shall have gg days cammer~cing applica#ion support ar~d upgrades for the Licensed Programs upon the Effective Date the NTesting Period"} to test the as set forth in this section ~ ~Applicatidn Suppork ~ Up- Licensed Programs. At any time during the Testing Period, grades}. Client may elect to cease Use of the Licensed Programs and cancel this Agreement, in which event Yardi will refund to b. Client Contacts. Client agrees to appoint an applica- ient ail amounts paid by Client to Yardi pursuant to this Lion support PCC. Client may change the application support Agreement less reasorable amounts determined by refer PCC open advance written notice to Yardi. Yardi shall have once to the Peeslrates indicated in Schedule A} for initial set no obligation to contact, or communicate with, anyone re- ap, implementation, training and support of the Licensed gardir~g application support ar~d maintenance issues except Programs provided priar to Client's notice of ~ar3cellation Cfent's application suppork IOC. Client acknowledges that it pursuant to this section 5~e} Nesting). is Client's responsibility to keep Client's application support POC Curren#, and to notify Yard€ of any changes. - Users and Passwords. a. Designated Users. Client agrees that its exercise of c. Yardi Contacts. During initial implementation, Yardi the license granted by this Agreement shall only be through shall appoint an account manager to Cliental account. After its Designated Users. Client agrees that it may assign Pass- initial implementation, Yardi will either assign ~€ient to are words to ~ fixed maximum number of Designated Users, and account manager or an appl€cation support team. Yardi may may have only a fixed maximum number of Units has ider}ti- change the identity of individual account managers from time lied in Schedule A). The maximum number of Designated to time upar3 native to client. Client's application support Users is tl~e total aggregate n~rmber of Designated Users records relating to Client will ba available to Yardi's entire licensed #o access the Site and Use the Licensed Programs, application support team at all times. The maximum number of Units is the maximum number of ~ - Units that Cl;ant's Designated Users may manage and ac- d. Application Support Servioes, Yardi shall provide count for in connection w€th Client's Ilse of the C,icensed application support for the lticensed Programs thrv~rgh its Programs. The agreed maximum Designated User and Unit accoun# managers and technical staff to Client's application numbers are set forth in Schedule A. support POC. App€;cation support does not include on-site installation, implementation, training, or testing of the Li- - b. Designated User Changes. Yardi agrees that tensed Programs, nor does it include data conversion. - Client may replace Designated users as Client sees f`rt and Those services, if initially ordered, are specified in Schedule at no additional cost provided: ~i}there is no net increase ire A. Yardi's application support service team will ilse commer- Client's maximum number of Desigrra#ed Users, and iii}each dally reasonable efforts to address and solve Client's issues Designated User has a unique Password. A City€~ Designat- but cannot guarantee sat€sfaction in every case. ed user change is subject to a ore-time fee as specified in Schedu€e A. e. ~'otal Hor,rs lrrciuded. Client's application support allotment is specified in Schedule This Agreement's an- c. Additional Designated Users. Subject to: {i} at least Huai periods shall begin on the Initiation bate hand each business days prior written notice from Client, iii} Client's initiation Date anniversary} and end on each Anniversary execution of an amendment to this Agreement, and viii} sub- Gate, and wilt not include unused application support time jec# to payment of additional Pees, Yardi will increase from prior annual periods. If Clien# needs additional applica- a Yardi C~~~nf - Confd~ntia! Date of Pre~arafior€: ~~y 200 14:~~ A~ I r } should be regarded as confidential. piiance with the foregoing obligation, b. Nondisclas~re and Nonuse Obligations. Each e. Third Party Information pisclosure. The Disclosing party {the ul~eceiving Party„} agrees #hat it will not use, Party shall not communicate any informatiar~ to the Receiv- disseminate, or in any way disclose any Confidential lr~for~ ing Part}r in violation of the proprietary rights of any third motion of the other party the "Disclosing laartyn}, to any party. - third party, except that the Receiving Party may use the Disclosing Party's Confdential Jnformatian to tl~e extent ~ ~Ilarranties. necessary to perform its obligations under this Agreement. a. Lirnitect ~Illarran€y. Yardi warrants that the Licensed The Receiving Party agrees that it will Treat all Confidential Programs will perform substantially as specified in the Li- lnformation vrith the same degree of care as the Receiving tensed Programs Doc€~mentatian. Yardi does not warrant Party accords its own Confdential fnforrr~ation, but in no that the ~.icer~sed Programs will meet Client's requirements event less than reasonable care. T>~e Receiving Party and expectations. agrees #hat it shall disclose Contialential lnforrnatian only to those of its employees arrd Contractors who need to know b. Remedy for Limited Warranty Breach. if Yardi such information, and the Receiving Party certifies that such breaches the warranty set forth in section 10~a~ Limited employees and contractors have previously agreed, either Vllarranty}, Yardi agrees to use commercially reasonable as a condition to employment or in order to obtain the Confi- efforts to modify the Licensed Programs so that they corr- de~tial lr~formation, to bound by terms and conditions form to that vrranty. if such modifcation is not commercial- applicable to the Receiving Party under this Agreement. The ly reasonable, then Yardi will notify Client and Client may Receiving ]'arty shall immediately give notice fo the Disclos- terminate t#~is Agreement. In the event Client terminates this ing Party of ar~y or~authorized use or d"rsclasure of the Dis- Agreement per this section tg{h} Remedy for Limited War- closing Party's Cont~dential Information. The Receiving Party ranty Breach}, Yardi will re€und to Client, an a pro-rata basis, agrees to assist the Disclosing Party in remedying any such the annual Fees paid by Client to Yardi within the year prior unauthorized Use or disclosure of l~isciosirrg Party's Conn-~ to the effective date of Client's termination. THE 1=0RE- der~tia! Information. ~ ~ GGINC REMEDY IS CL1l~NT'S SDLE R~11~EDY iN THE EVENT OF A BREACH OF THE 1NARRANTY SET FDRTI-t c. Excl~slons from Nondisclosure arrd Nonuse Qb~ lit! SECTION 14~a~ Limited ylJarranty}. lic~atiorrs. The Receiving Party's obligations per section 9{b} {Nondisclosure.and Nonuse Obiigattons~ shall not appl~r to c. 1arranty Disclaimer. 1=XCEPT AS E~PI~ESSLY Confiderrtrai Information that the Receiving Party can docu- SET FORTH THIS AGREEMENT, AND TO THE Fk~L- rrient: ~i} was {through no fault of the Receiving Party} public LEST I=TENT ALL4WEa UNDER APPLi~ABLE f~AW, domain at or subsequent to the time the Disclosing Party YARDI DISCLAIMS ALL EXPRESS, IMPt*IED AND TA- disclosed the iuformation. to the Receiving Part~r, (ii.~ was Tt~ITORY VYARRANYlES V~ITH REGARD TO THE Li- rightfully in the Receiving Par's possession free of any CENSER RROGAINS INCL~QING, BUT N~3T L!MlTED TO, - confident'sality obligation at or subsequent to the time the fiHE IMPLIED WARI~ANTlE OF Mf=RCHA~lTA6lLITY fisclosing Party disclosed it to the Receiving Party, or AND FITNESS FOR A PARTICULAR PtfRPOSE. viii}was developed by the Receiving Party's employees or - agents independent of, and without reference ta, any infor- d. Ir~terr~et Performance pisclaimer. Yardi does not rnation communicated to the Receiving Party by the Disclos- and cannot control the flow of data via the internat. Such ing Party. A Confidential Infam~atiorr disclosure by the Re- #iow depends in large part an ttre performance of irrtemet ceivirrg Party either {A} ire response to an enforceable order services provided or controlled by #hird parties. At times, by a court or other governmental body, X13} as otherwise actions or inactions of such third parties can impair or disrupt required by law, or {C) necessary to establish the rights of the inferne#. Yardi will use commercially reasonable efforts to either party under this Agreement, shalt Trot be a ~ireach a# remedy and avoid such events, brit cannot guarantee that this Agreement by the Receiving Party or a waiver of confi, such events will not occur, Accordingly, Yardi disclaims any deritiality for other purposes; provided, however, the Receiv- liability resulting from or relating to such events. ing Party shall provide prompt prior written notice of any - - such Confidential Information disclosure to the Disclosing 1 f. ~ama~e t.imitatior~s. Party {to the e~terrt allowed by applicable taw} to enable the a. Damage Vllai~rer, REGARDLESS OF ANY GTHER Disclosing Party to seep a protective order or otherwise pre PROVIIGN IN 7H15. AREEMEI?1T, AND TO THE 1=UL- ventsuch disclosure, LEST E~ifiEI~T ALLOWED BY APPLICABLE LA1~V, YARD! DISCLAIMS ALL OBI~lGATIONS~ AID LIABILITIES FOR d. Owr~ershiP and return of Carrfrdential lrrforma- SPECIAL, INDIRECT, INCIDEN1"AL, EXEMPI.AR`~, PUf~I!» tron and ether Materials. The Disclosing Party's Confider- TIME AND CONSEQUENTIAL DAMAGES, ATTORNEYS' tiai information is and shall remain the Disclosing Par-tar's AND EXPERTS' I=EES, AND CgURT COSTS {EV>=N 1F property, anal this Agreement does not grant or imply any YARpI HAS BEEN AD~15ED CF THE l'OSSl41Ll1~Y OF license or other rights to the Disclosing Party's Corr~dential THESE DAMAGES, ARI~lNG FROM O)~ IN CONIVEC, lnforrnation except as expressly set forth in this Agreement. TION WITH THIS AGREEMENT. Vtilithin ~ business days after the disclosing Party's request, the Receiving Party wi#1 promptly either fat the Disclosing b. Liability Liml#. IN ADDITION TG THE LIMITA~ Party's election} destroy ar deliver to tine Disclosing Party all TIONS OTHEf~WISE SET FORTH iN THIS AGREI=~IENT, Can~fden~al Information and materials furnished to the Re- ANa TO THE i=Ut<LES~' EXTENT ALLp~NED BY APPt,!- ceiving Partjr, and tl"Se Receiving Party agrees to provide a C,4BI.E LAW, CLIENT AO~EES THAW !N THE 1=1~ENT OF written officer's certification of the Receiving Party's corn ANY CLAIM QR CAUSE ~7F ACTION BY CLIENT ARISING . ~ 5 Yr~i ~fi~nt - C~nfident~a~ - a~te~ of Pr~~~ratian: ~1ay ~ ~~~9 1 ~ ~ A~1 i b. Mediation Process. Tl~e parties wilC select a neutral, Accordingly, if Client breaches any provision of sections ~~a} independent mediator with experience in the relevarrtsubject {Licenses}, ~{b] {Restrictions}, 9 ~Canfdentiality~, or {As• matter by the rules of the office of the ,~udiciai Arbitration and signment} Mardi may seek specific performance of Client's Mediation Service JAMS} closest to the mediation venue. obligatier~s under thane ~eefio~s and injunctive relief against The parties sha#! conduct the mediation not less than ~ ~ or any fur#her violations of thane sections. ' mare than 2g days from the date the party requesting media- {ii) The parties acknowledge aid agree that, if tion gives notice of the request for mediation to the other Mardi breaches any of its obligations under section 3 {Cenf4 party. The parties shat[ conduct the mediation in Sarrta Bar- der~tiaiity} Client might incur irreparable harm ar~d damage tiara, CaCiforr~ia. The parties shall eguaify bear the rnediatiorr that might pat be fully compensated with monetary damages. costs. Accordingly, if Mardi breaches ar~y provision of section 9 . {Confderxtiality~ Client may seek specific performance ai c. ~J[ediatiorr Cor~t~ident[ality. The parties shall main- Yard['s obligations under that section and injunctive re['ref fain the mediation proceedirgs in confialence and shall nQt against any #~rther violations of that section. disclose to third persons the statements made in mediation by the other part[es or the mediato{. The mediati~rr canf~den- e. Binding [=ffect, This Agreement is binding on and tiality provisions of California Evidence Cade sections ~ ~ ~b inures to the benefit of the parties and their permitted as- ~ f2S sha[I apply to the mediation proceedings. signs, successors, and legal representatives. - d. Mediation Statements; Attendee A~tl~ority. ~At f. I~€otices. least 5 days before the date of tC~e mediation, eac[~ party {i~ The parties shall deliver any notice required by shall provide the mediator and the other party with a state this Agreernen# by personaf delivery, certified Mai[ re- rrien# of itsposition and copies of supporting docurr~ents. tum receipt requested, ar established, reputable expedited Each party shall send to the mediation a person who has delivery carrier providing proof of delivery service, and will authority to bir7rl the party. be deemed given upon confrrned delivery to the party to v~f~orn it is intended at its retard address. The record od- e. Nnrr~inding. if a party participates ire goad faith in dresses of the parties are set forth beCow. a mediation and is dissatisfied with the outcome, that party may then invoke all legal rights and remedies available to iii} [f to Clien#: the part)r at law Qr ire equity. Attn: Linda Foster SANTA ANA HOUiNG C7EPARTMENT ~ 8. Ger~erat Prflvisions. ~g Civic Center C'la~a PO fox ~g88 a. Independent Corr#ractor status. The parties agree Sa€~ta Ana, CA 927~~ that they are independent contactors ar~d nothing in this - Agreement "rs intended to make tf~e parties partr€ers, agents, {iii} lfto Mardi: . joint ventl.rrers, or any other form of joint enterprise, or to Attn: Chiefi Operating Officer make the employees, agents, or representatives of one of YARD[ SYSTEMS, INC. the parties into employees, agents, or representatives of the 43g . Fairvievr Ave. other party. No party to this Agreement shaCl haae any ex- Goleta, CA 93t ~l press er implied right or authority to assume or create ar~y . obligations on beh~[f of the other pay or to bind the other 1J~itI~ a ~op~to: party to any contract, agreerr~er~t, or undertaking with any Attn: LegaC Department - third party. _ MARDI SYSTE[~, INC. 43g S. l;airview Ave. b. Governing Law. This Agreement shall be governed Goleta, CA - and deterntiryed by the laws of the United States and the State of Califomia as such laws are applied to agreements {iv} Cwither party may change ifs record address by made and rfom~ed entire] wEth~n the State of Califomia, I~ y giving written notice of such change to the other party. c. Venue. Any action or proo~eding related to or arising g. l~aiver. The waiver of a part~r's breach of this out of this Agreement shall be resolved only in a court of Agreement shall not operate ar be constr~red as a waiver of competent jurisdiction in the City of Santa Barbara, State of any other or subsequent breach. California {or the court of competent jurisdiction clesest to the City of Santa Barbara, CA if no co€~rk of competent }ur7s- h. Severahility. If a cour# or other body of competent diction resides in the City of Santa Barbara, CAS, and the jurisdiction determines that ar~y~ part of this Agreement is parties consent fo the personal jurisdiction of such courts ur~enforceab[e, the remainder of this Agreement shall never- _ . and expressly waive any right they may otherwise have to tf~eless remain enforceable. case ar~y such action or proceeding to be brought or tried elsewhere. i. Headings. ~f~is Agreement's section headings and captions are inserted for convenience only and are not inµ d. lrzjunctive Relief.. tended to form a material part of this Agreement. {i} The parties acknowledge and agree that, if GCient breaches any of its obligations under sections ~{a~ j. entire Agreement. This Agreement constitutes the {Licenses}, 2jb} ~Restrictions~, 9 {Confidentiali#yj ar ~5 BAs- final, complete, and exclusive statement of the agreement signrnent~, Mardi might incur irreparable harm and damage between the parties pertaining to this Agreement's subject that right naf be fully compensated with monetary damages. matter and supersedes all prior and contemporaneous urt- 7 Ya~~i Clie~f Ca~f~dential Date of P~eparat~or~: I~~y ~ ~~~9 10:~ ~ AM ~y i Fee schedule Mardi Dirt ~~0033~~~ Mardi E3rder 33~~~3 11o~~er Software ~ice~se end Hostir~~ Fee AnnuaE Hosting t,icer~s~ Fee: For 2,700 Units ~ul.irrits")1 a}Rested Modules lrrclrr~led: PHA Proper[~r Management ar~d Accounting- 2,T00 Units 20lUnit $4,000.00 ~rtcludirrg: 0~.1~4P, Mainter~ar~cellNork Orders, f~r~specf ~w~ha~f Nandf~eld~, Gre~~ ~fana~e~erat, ~~ac~roraic 8arrl~ir~g, ,RCN for AP, Fixed Assets & lr~vet~tory Car~trvf, iWart - tx} l~nits for Additional ~Eod~l:es: ilr~spect ~v,ri#h Handf~eld}- 2,T00 Units $21Unit $5,400.00 - c}Annual Concession: Courtesy Concession ~2~,000.40~ f Client may change the licensed l~nits nurn~er only ire 100-~Jnit increments. Total Annual i=ee~ ~ ~ Prorated credit for Fees paid on previous Agreement-August ~i, ~~~9 to January 3~, 204 ~ ~~3,420.0~ 2 Includes application hosting, lioense Fees, up to 1 Designated User ~"DUs"} per 100 Units, up 3 Citrix Dt.Js, updatesl~pgrades, and 37 application support hours~year.. Mardi wii? debit ail appiica#io~ support services ~ir*'l-hour increments with a l-hour rninimum}against Client's above-noted applica- tion support allotrner~t except when the services relate to a So~v~+are Frror. Client's Tots! Annua! Fee is subject to increase on each Anniversary Date; such increases sl~a€1 not exceed the peroentage in- crease in the U.S. Department of labor, ~t~reau of tabor Statistics' Consumer Price Index for Urban Wage garners and Clerical Vllarkers CPI-1N}: f~vs Angeles Region for the preceding year. x . _ f Additivna~ year ~ application support hours ~ client declined ~ Client declines additional suppark at this tune with the option to purchase on an as needed basis at a later date. Trair,in Im cementation and Over er~ices I~mplementationJtrainir~g not i€~olu~ed~ - Cl~ent has requested that Mardi not be responsible for implerner~tatior~ or training. Client understands that it: Mardi conducts implementation or training at Client's request in the future, the charge will be the current implementation~training rate, plus expenses, vuith a minimum of 8 hours per day. Current Voyager Client. 3} Start-up Fees fi,000.~0 _ . For 20 DUs~ . Data Conversion {subject to Mardi data conversion guidelines} not included Programming Services riot ir~Cluded Sub-Total $~0,80,D0 Sales Tax as a livable Total Fee . 9} Subject to C1€ent°s prior written approval, Client agrees to participate fat no cost to Client} in Mardi's marketing efforts. 10} Mardi's Citrix Designated User cilar~ge Fee is 140lchange. Client acknowledges that additional DUs and Licensed Pro- Grams ~i.e., in addition to those initially set ferkh in this Schedule A~ require additiona[ l=ees a# Mardi's then-current prevail- ing rate for the additional DUs or Licensed Programs at tie time of Ciier~t's request. Mardi Client C~n~~e~tia~ Date of Prep~rafio~: May ~ ~ , ~~~9 ~ ~ ~ A>~l Ig~a~ure tae for V~r~~ ~~c, of~are Lic~n~e A ~r~emer~t P~TR~~A ~ALY , YT~~. NEL~~ ~~~e~ar~ ~~ec~~~~e ~~~c~a~ APP~'V~~ A T~ '~~N~~ ~~~LTA~T JO~PH . E~~T~HEI~ Ya~d~ Ir~~. . ~~s~~ar~t icy ~~orney Ti~~e•. Tai ~D#