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HomeMy WebLinkAboutAGMT - YARDI SYSTEMS INCs 0 i . 0 MEETING DATE: SEPTEMBER 2, 2014 ANNUAL LICENSE RENEWAL FOR MARDI SYSTEMS, INC. RECORDING Im1aJ ZsITlrTi7 ❑ As Recommended ❑ As Amended CONTINUED TO Authorize the Housing Authority Executive Director to execute an agreement for the licensing renewal and services and /or enhancements to the software with Yardi Systems, Inc. in an amount not to exceed $80,000 for a one -year term, subject to non - substantive changes approved by the Executive Director and Authority General Counsel. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its regular meeting of August 13, 2014, by a vote of 6:0, the Community Redevelopment and Housing Commission recommended that the Housing Authority authorize the Housing Authority Executive Director to execute an agreement for the Licensing renewal and for services or enhancements to the software with Yardi Systems, Inc. in an amount not to exceed $80,000 for a one -year term, subject to non- substantive changes approved by the Executive Director and Authority General Counsel. DISCUSSION For many years, the Housing Authority (Authority) has used specialized software in the administration of the Housing Choice Voucher program. This software is critical to the operation of the Authority and its obligation to electronically transfer data to the U.S. Department of Housing and Urban Development (HUD). The Authority approved an agreement in September 2002 with Yardi Systems, Inc. for its Housing Choice Voucher program management software. This system tracks all program information on applicants, tenants, and owners, schedules and maintains records on all Housing Quality Standards inspections, performs income and payment calculations, and creates and transmits HUD - required reports. The annual license fee includes system upgrades, software updates, all pertinent user manuals, staff training, Applicant, Owner and 3 -1 Annual License Renewal for Yardi Systems, Inc September 2, 2014 Page 2 Application Portals and forty five hours of technical assistance. The one year term of the agreement begins on October 1, 2014 (Exhibit 1). There are three nationally recognized providers of voucher management programs, including Yardi, for housing authorities of a size similar to the Santa Ana Housing Authority. While all are web -based applications, the user interface, workflow, and data exchange processes to support payment creation differ. It is cost - prohibitive to change vendors and retrain staff, re -enter data, and customize new software to support the City's internal control requirements. The Housing Authority's original housing program management software was developed by Nan McKay, Inc., which in 2002 sold its program to Yardi Systems, Inc., and over the years has been customized to serve the Housing Authority's requirements. The Yardi system is recognized as an industry -- - standard, chosen by Los Angeles County, Chicago; Portland, Sacramento, and other large public housing authorities. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability. Funds are available in the Housing Authority Other Contractual Services account (no. 14018760- 62300). Scott Kutner District Manager Community Development Agency DC /SK/MZ /np Exhibit 1. Agreement APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency KEA EXHIBIT 1 CONSULTANT AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA AND YARDI SYSTEMS, INC. THIS AGREEMENT, made and entered into this 1"day of October, 2014, by and between Yardi Systems Inc., a California corporation (hereinafter "Consultant'), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic (hereinafter "Authority "). RECITALS A. The Authority entered into the "Application Hosting and Software License Agreement" ( "Original Agreement ") with Consultant in 2009 whereby Consultant has provided certain real property and asset management application software and related services to Authority. The Original Agreement has been amended over the years to, among other things, add units and portals. The Original Agreement is attached hereto as Exhibit A. B. The Authority desires to continue to retain Consultant for the upcoming annual period under (and as described in) the Original Agreement due to its special skill and knowledge in providing the Housing Authority with specialized software and related services for the not to exceed amount set forth in Section 2 (Compensation), below. C. Consultant represents that Consultant is able and willing to provide such software and services to the Authority, or to renew the Original Agreement for the upcoming annual period under (and as described in) the Original Agreement, subject to the not to exceed amount. D. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as 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 The Scope of Services for Consultant shall be the software and related services provided under the Original Agreement for the upcoming annual period under (and as described in) the Original Agreement (see Exhibit A, attached hereto and incorporated herein). 2. COMPENSATION a. The Authority agrees to pay, and Consultant agrees to accept total payment pursuant to this Agreement which shall not exceed Eighty Thousand Dollars ($80,000.00) during the Term of this Agreement. In order to avoid any doubt, in the event Authority decides to renew the Original Agreement for a subsequent annual period, additional compensation will be due. b. Payment by Authority shall be made in accordance with the terms and conditions of the Original Agreement, Exhibit 1 16 pages EXHIBIT 1 3. TERM This Agreement shall commence on the date first written above and terminate on September 30, 2015, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Authority. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the Authority to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE - RESERVED Due to the nature of the services provided hereunder, insurance is not required. 6. INDEMNIFICATION Each party agrees to and shall indemnify and hold harmless the other party, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for damages, just compensation, restitution, judicial or equitable relief arising out of third party claims for personal bodily injury, including health, and claims for tangible property damage, which may arise from the direct or indirect operations of the indemnifying parry or its contractors, subcontractors, agents, employees, or other persons acting on their behalf, and (2) from any third party claim that damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all third party claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. 7. CONFIDENTIALITY If Consultant receives from the Authority information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also 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 Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the Authority. EXHIBIT 1 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any 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: Yardi Systems, Inc. 430 S. Fairview Ave. Goleta, CA 93117 Attn: COO And: Yardi Systems, Inc. 430 S. Fairview Ave. Goleta, CA 93117 Attn: General Counsel A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents 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 EXHIBIT 1 otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Authority and any such assignment, transfer, delegation or subcontract without the Authority's prior written consent shall be considered null and void. 12. TERMINATION This Agreement may be terminated by the Authority upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the Authority shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, however, payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, 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. 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. 19 EXHIBIT i IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Secretary APPROVED AS TO FORM: Sonia R. Carvalho Authority General Counsel By Lisa E. Storck Assistant Counsel HOUSING AUTHORITY OF THE CITY OF SANTA ANA David Cavazos Acting Executive Director CONSULTANT Yardi Systems, Inc. By: Title: TIN# E EXHIBIT 1 EXHIBIT A Application Hosting and Software License Agreement {Attached Separately Paginated} EXHIBIT A Attached Separately Paginated APPLICATION HOSTING AND SOFTWARE LICENSE AGREEMENT Yardl Systems, Inc., a California corporation headquartered at 430 South Fairview Avenue, Goleta, CA 93117 ( "Yardl "), and Housing Authority of the City of Santa Ana ( "Client") PO Box. 22030 Santa Ana, CA 82702 enter Into this agreement Including any schedules, exhibits or other attachments (this 'Agreement ") effective as of the Effective Date (defined in section 1 (definitions), below]. RECITAL Yardl has developed certain real property and asset management application software for use in conjunction with an as- sociated database. Client desires to license certain Yardi software via access to a designated Site [defined In section i (definitions), below) pursuant to this Agreement's terns. In consideration of their respective rights and obligations as set forth In this Agreement, the parties agree as follows: AGREEMENT 1. t?eflnitions. a. "Anniversary Date" means the date that is 365 days after the Initiation Date, and each anniversary thereafter of the date that Is 365 days after the Initiation Date, during this Agreement's Term. b, "Business Purposes" means management of Client's real property portfolio for accounting, property man- agement and related business purposes. c. "Client Data" means the data that Client's Designat- ed Users transmit and /or enter into the database associated with the Licensed Programs in connection with their Use of the Licensed Programs pursuant to this Agreement. d. "Citrix Designated User" means a Designated User utilizing Citnx products to access the Site, Licensed Pro- grams, and /or Client Data for administrative purposes, e. "Deliverable" means any deliverable or intellectual property delivered to Client as part of Programming Services [defined in section 14 (Programming Services)] or other services provided pursuant to this Agreement. f. "Designated User" means a Client employee or contractor designated by Client to access the Site and Use the Licensed Programs for Business Purposes. g. "Effective Date" means August 1, 2000. h. "Fees" means the fees Identified in Schedule A, and any other fees that may become due under this Agreement. I. "Force Majeure Event" means any event beyond the reasonable control of the party affected by such event, in- cluding without limitation fire, storm, weather, earthquake, explosion, casualty, strike, war, riot, civil disturbance, act of God, acts or omission of any third party, any state or national law, decree or ordinance, or any executive or Judicial order, which event causes a party to delay or fall to perform under this Agreement. J. "Image Storage' means Client Data file storage on file servers separate from the database server used to serve Client Data. the Effective Date. 1. "Licensed Programs" means the software programs Identified In Schedule A. m. "Licensed Programs Documentation" means the user manuals and documentation for the Licensed Pro- grams. n. "Password" means the unique user name and password assigned by Client to each Designated User as more fully described in section 6 (Users and Passwords). o. "PCCs" means the person(s) Client identifies to Yardl as points of contact for application support services and other account management purposes.. p. "Site" means Yardi's site on the Internet at which Yard! hosts the Licensed Programs and Client Data. q. "Software Error" means a reproducible failure of the Licensed Programs to materially perform as specified in the Licensed Programs Documentation. r. 'Undisputed Fees" means all Fees due from Client under this Agreement which Client does not reasonably and in good faith dispute - and provide notice of such dispute in accord with section 18(0 (Notices) - within 30 days of In- voice. s. "Use" means authorized access to the Site and use of the Licensed Programs and Licensed Programs Docu- mentation by Client's Designated Users solely for Client's Business Purposes. 2. License Grant: Restrictiona: Access to Site. a. Licenses. Yards grants to Client a non - exclusive, non - transferable (except as expressly provided in this Agreement), limited license for Client's Designated Users to access the Site and Use the Licensed Programs and Li- censed Programs Documentation (which Yard! shall provide in electronic format) for Client's Business Purposes. b. Restrictions. Client may only exercise the license granted in section 2(a) (Licenses) through Its Designated Users. Client may not rent, lease, sell, transfer (by sub" - "Initiation Date" means the date that is 2 weeks after canse, assignment or otherwise except as expressly pro- Yards s �� Client 1 a Confitfentiat Preparation Date: July 23, 2009 7:22 AM vided by this Agreement), time share, modify, reproduce, copy, make derivative works from, distribute, publish, use to provide service bureau services, or publicly display the Li- censed Programs. Client may only Use the Licensed Pro- grams for Business Purposes. Client may not reverse engi- neer, decompile or otherwise attempt to discover the source code for the Licensed Programs. Client may not permit any person or entity to breach the restrictions in this section 2(b) (Restrictions). c. Access to the Site. Yardl will use commercially reasonable efforts to make the Site and the Licensed Pro- grams accessible to Designated Users 24 -hours per day, 7 days per week, excluding down time for maintenance and repair. Yardi has standing maintenance /repair/backup hours from 11:00 pm each Saturday to 3:00 am (Pacific Time) each Sunday, and nightly Sunday to Friday from 12:00 am — 2:00 am (Pacific Time). Yardi will provide as much advance notice to Client as reasonably possible under the circums- tances for scheduled maintenance /repair down time outside of the aforementioned standing hours, and Yardi will use commercially reasonable efforts to provide as much notice to Client as reasonably possible under the circumstances for emergency maintenance /repair downtime. 3. Term and Termination. a. Term. This Agreement will commence on the Effec- tive Date and remain In affect until terminated in accord with this Agreement. b. Termination for CormmWm Client may terminate this Agreement without cause and for its convenience upon 30 calendar days prior written notice. Upon a termination for convenience, Client shall promptly pay any Undisputed Fees owed to Yardi as of the effective date of Client's termination. If Client terminates this Agreement pursuant to this section 3(b) (Termination for Convenience), Client shall not be an- tided to a refund of any Fees. c. Termination for Cause. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within 7 days of written notice of a material breach, or if the breaching party cannot reasonably cure the material breach within 7 days, the breaching party falls to Initiate cure within 7 days and fails to continuously and dili- gently work to cure the breach until the breach Is cured. Termination pursuant to this section 3(c) (Termination for Cause) shall be effective upon delivery of written notice after expiration of the applicable cure period. d. Effect of Termination. (I) License Termination. Upon the effective date of this Agreements termination or expiration, (A) the license for the Licensed Programs and Licensed Programs Documenta- tion will terminate, (B) Client will cease Use of the Licensed Programs and Licensed Programs Documentation, (C) Client's access to the Site and Licensed Programs wait be disabled, and (D) Client shall pay any Undisputed Fees to Yardl. (if) Return of Confidential Information. Upon this Agreement's termination or expiration effective date, the parties shall comply with section 9(d) (Return of Confidential Information). a. Survival. The parties' obligations under, and the provisions of, sections 4 (License Fees), 8(b) (Limited Liabili- ty for Unauthorized Client Data Access), 9 (Confidentiality), 10 (Warranties), 11 (Damage Limitations), 13 (indemnifica- tion), 15 (Assignment) and 18 (General Provisions) shall survlva this Agreement's termination or expiration, 4. License Fees. a. Fees. Client agrees to pay Yardf the Fees In accor- dance with the payment terms set forth in Schedule A. b. Failure to Pay. Client's failure to timely pay any Undisputed Fee when due Is a material breach subject to the terms of section 3(c) (Termination for Cause). Additionally, Undisputed Fees shall accrue interest from their due date unlit paid at the rate of 1.5% per month or the maximum rate allowed under applicable law whichever is less. c. Taxes. The Fees are exclusive of any tariff, duty, or tax, however designated, levied, or based including, without limitation, any taxes based on (1) this Agreement, (11) the Licensed Programs or Deliverables, (if!) Client's Use of the Licensed Programs, (Iv) the Licensed Programs Documenta- tion, or (v) any materials or supplies furnished by Yardf per this Agreement. Client is responsible for all applicable tariffs, duties or taxes (exclusive of taxes based on Yardi's net In- come) applicable to this Agreement. d. Partial Fee Disputes. If Client reasonably and in good faith disputes any Fees, and provides notice in accord with section 18(f) (Notices) of such dispute, Client agrees that any undisputed portion of such Fees are Undisputed Fees and Client agrees to timely pay any such Undisputed Fees. 5, ImnlemenWIgn and Training. a. Third Party Software and Hardware Require- ments. Client is solely responsible for purchasing, installing and maintaining, at Client's expense, any third party soft- ware and hardware necessary for Client's Designated Users to access the Site and Use the Licensed Programs. Yardl shall not be liable for any such third party software or hard- ware, and Client acknowledges and agrees that any assis- tance provided by Yardi in connection with such third party software and hardware shall not alter Client's responsibility or Yardi's liability disclaimer under this section 5(a) (Third Party Software & Hardware Requirements). b. Location, implementation and training may (at Client's election) take place at a location specified by Client or via telecommunications. Yardl will bill Client for Initial Im- plementation/training services as indicated In Schedule A. Client may request additional on -site Implementation /training services (i.e., in addition to the on -site impiementa- tion / tralning services set forth in Schedule A) at any time and Yardi will make commercially reasonable efforts to timely accommodate Client's request_ Additional on -site Implemen- tation /training services are subject to the parties' mutual agreement on: (1) the schedule for performance of the addi- tional services, and (it) Yardi's Fees for the additional servic- es. c. On- Sites. Client acknowledges that in- person im- plementatlon /training service visits at a Client location re- quire a minimum visit of 8 hours per visit. Client agrees to 2 ''ardi t Client Cclnfi t1tt! t5ate of Preparation: July 23, 2009 7:22 AM pay all reasonable expenses associated with on -site visits including, but not limited to, travel to and from the site, lodg- ing, meats, etc. Client acknowledges that training services for more than 12 Client trainees require Client to pay for 1 additional Yard! trainer for each 12 Client trainees in excess of 12. Client agrees that Client must pay for any implementa- tion /training services cancelled less than S business days prior to their scheduled date. d. Data Conversion. Yardl will bill Client for electronic data conversion services, if initially ordered, at the rate stated In Schedule A. Client acknowledges that data prepa- ration and post conversion data clean -up Is inherent in any data conversion, and such additional efforts associated with a Client data conversion — If performed by Yardl - will be debited against Client's application support service allot- ment. Absent an agreement to the contrary, Client shall oth- erwise be solely responsible for data conversion, data prepa- ration, data entry and data verification, and any post - conversion clean -up. Additional Yardl data conversion ser- vices (i.e., in addition to any initial data conversion services set forth in Schedule A) are subject to the parties' mutual agreement on: (1) the schedule for performance of the addi- tional services, and (11) Yardi's Fees for the additional servic- es. a. Testing. Client shall have 90 days commencing upon the Effective Date (the "Testing Period ") to test the Licensed Programs. At any time during the Testing Period, Client may elect to cease Use of the Licensed Programs and cancel this Agreement, in which event Yardl will refund to Client all amounts paid by Client to Yardi pursuant to this Agreement less reasonable amounts (determined by refer - opce to the Fees /rates indicated in Schedule A) for initial set- up, Implementation, training and support of the Licensed Programs provided prior to Client's notice of cancellation pursuant to this section 5(e) (Testing). 6. Users and Passwords. a. Designated Users. Client agrees that its exercise of the license granted by this Agreement shall only be through Its Designated Users. Client agrees that it may assign Pass- words to a fixed maximum number of Designated Users, and may have only a fixed maximum number of Units (as Wenh- fied in Schedule A). The maximum number of Designated Users is the total aggregate number of Dbsignated Users licensed to access the Site and Use the Licensed Programs. The maximum number of Units Is the maximum number of Units that Client's Designated Users may manage and ac- count for in connection with Client's Use of the Licensed Programs. The agreed maximum Designated User and Unit numbers are set forth In Schedule A. b. Designated User Changes. Yard! agrees that Client may replace Designated Users as Client sees fit and at no additional cost provided: (i) there Is no net increase In Client's maximum number of Designated Users, and (1€) each Designated User has a unique Password. A Citdx Designat- ed User change is subject to a one -time fee as specified in Schedule A. c. Additional Designated Users. Subject to: (1) at least 5 business days prior written notice from Client, (ii) Client's execution of an amendment to this Agreement, and (!I!) sub- ject to payment of additional F Yardi will increase lks_ Yar Date of Prepar Client's licensed maximum number of Designated Users. d. Password Assignment. Chants application support POO will be a Designated User, will designate the other Designated Users, and will provide each other Designated Users with a Password. Each Password shall be personal and unique to the applicable Designated User, and may not be used by anyone other than such Designated User. Each Password may only be used from 1 computer at any given time. Client shall be responsible for maintaining Designated User Password security. e. Client Obligations with Respect to Designated Users. Client shall Inform each Designated User of this Agreement's license terms and restrictions and shall enforce such restrictions. Client agrees to notify Yard! if Client be- comes aware of any failure of a Designated User to adhere to the license terms and restrictions in this Agreement. Client acknowledges that each time a Designated User accesses the Site to Use the Licensed Programs the Designated User will be presented with a splash screen welcoming the Desig- nated User -and requesting that the Designated User enter his/her unique Password. 7. Application Su000rt $, Unarades. a. Application Support Service. Yard€ will provide application support and upgrades for the Licensed Programs as set forth In this section 7 (Application Support & Up- grades), b. Client Contacts. Client agrees to appoint an applica- tion support POC. Client may change the application support POO upon advance written notice to Yardi. Yard[ shall have no obligation to contact, or communicate with, anyone ra- garding application support and maintenance issues except Client's application support POO. Client acknowledges that It Is Client's responsibility to keep Client's application support POO current, and to notify Yard€ of any changes. c. Yardi Contacts. During Initial Implementation, Yardl shall appoint an account manager to Client's account After initial implementation, Yardi wilt either assign Client to an account manager or an application support team. Yardl may change the identity of individual account managers from time to time upon notice to client. Client's application support records relating to Client will be available to Yardl's entire application support team at all times. d. Application Support Services. Yardi shall provide application support for the Licensed Programs through its account managers and technical staff to Client's application support POO. Application support does not include on -site Installation, implementation, training, or testing of the Li- censed Programs, nor does it Include data conversion. Those services, If initially ordered, are specified in Schedule A. Yardl's application support service team will use commer- cially reasonable efforts to address and solve Client's Issues but cannot guarantee satisfaction In every case, e. Total Hours Included. Client's application support allotment is specified In Schedule A. This Agreement's an- nual periods shall begin on the Initiation Date (and each Initiation Date anniversary) and end on each Anniversary Date, and will not include unused application support time from prior annual periods, If Client needs additional applica- di Clio Can ential ation: July 23, 2009 nt 7:22 AM tion support hours at any time, Client may purchase addi- tional hours at Yardi's then - current prevailing application support rate at the time Client needs the hours. f. Appileation Support Hours. Yardi's application support hours are from 8:04 am to 4:00 pm (Pacific Time) Monday through Friday (excluding holidays), g. Priority. (1) Yardl shall have the right to prioritize application support requests according to the application support issue's impact on Client. Yardl will prioritize application support re- quests in the following order: Priority 1: Business hatted (total inability to perform normal operation) Client will submit support requests by telephone to Yardi's application support number. Response as rapid as reasonably feasible — gen- erally within 2 business hours. Priority 2 Business impacted (severe restriction of Client's Use of the Licensed Programs — a potentially critical prob- lem) • Client will submit support requests by telephone to Yardi's application support number. • Prompt response subject only to delays for priority 1 issues, generally within 4 business hours. Priority 3: Non - critical service requests (any issue that is not a Priority 1 or Priority 2 Issue) • Client will submit support request by tetecommunk cations to Yardi application support. • Response subject to delays for priority 1 and 2 Is- sues, generally within 1 business day, (11) Yardi will work on Priority 1 and 2 Issues with continuous focus, and with Client's cooperation, through resolution. h. Software Upgrades. Yardi will periodically make available to Client (at no additional cost to Client) updates, upgrades and current versions of the Licensed Programs which will include corrections, enhancements, and /or im- provements. Client reserves the right to refuse updates and upgrades of the Licensed Programs; provided, however, that Yardi reserves the right to cease application support servic- es for versions of the Licensed Programs more than 2 years older than the latest version of the Licensed Programs gen- erally released to Yardi's clients. I. Standard Term. Application support services are subject to this Agreement's terms and timely payment of all Undisputed. Fees, Subject to the section 3(c) (Termination for Cause) notice and cure provisions, Yardl may suspend application support services If Client falls to timely make any Undisputed Fee payment. J. Obsolescence. Yardi reserves the right to cease providing application support service for Licensed Programs on the later of: (t) 3 years from the date on which Yardi ceases to license the Licensed Programs, or (i1) 5 years from the Effective Date, whichever is later. Yardi agrees to notify Client if and when Yardi will ceas application support ser- vices in accord with this section 70) (Obsolescence). 8. Client Data. a, Client Data Storage. Subject to Force Majeure Events, Yardi agrees to store all Client Data on Yardi's prl- mary server and back -up servers. During this Agreement's term, Client grants to Yardi a non - exclusive license to repro- duce Client Data on Yardi's primary server and back -up servers solely for Client to use Client Date In connection with Client's Use of the Licensed Programs. Notwithstanding the foregoing, 9 any Client Data Is lost for any reason, Yardl agrees to use commercially reasonable efforts to recover lost Client Data and will assist Client in Identifying lost Client Data. b. Limited Liability for Unauthorized Client Data Access. Yardl agrees to use (1) firewalis and other technol- ogy generally used in the trade to prevent unauthorized To party access to Its computer systems storing Client Data, and (it) available encryption technology generally used in the trade to prevent unauthorized a party access to Client Data transmissions. Notwithstanding the foregoing; Yardi shalt not be liable to Client in the event that (A) its use of firewalis and other technology generally used In the trade fails to prevent unauthorized third party access to Client Data, or (B) its use of encryption technology generally used in the trade falls to prevent unauthorized third party access to Client Data transmissions. Nothing in this section 8(b) (Li- mited Liablllty for Unauthorized Client Data Access) shall constitute a representation or warranty by Yardl that Client Data storage or transmission will be Inaccessible to unautho- rized third parties. c. Client Data Backup; Client Data Retrieval, Subject to Force Majeure Events, Yardi will: (1) execute (A) nightly database backups to a backup server, (B) incremental data- base transaction log file backups every 30 minutes to a backup server, (C) weekly backups of all Client Data and the default path to a backup server, and (D) nightly incremental backups of the default path to a backup server; (II) replicate Client's database and default path to an off -site location (i,a,, other than the primary data center); and (ill) save the last 14 nightly database backups on a secure transfer server (i.e., at any given time, the last 14 nightly database backups will be on the secure transfer server) from which Client may retrieve the database backups at any time. 9. Con dentlality. a. Confidential Information Definition. "Confidential Information" means all technical and non - technical informa- tion including: (1) Client Data, (11) patent, copyright, trade secret, and other proprietary information, (111). Inventions, know -how, processes, or algorithms, (iv) software programs, software source documents, object code, source code, data- base dictionaries, network diagrams, UML diagrams, Li- censed Programs Documentation, (v) development, design details and specifications, (vi) a party's financial information, (vii) customer lists, business forecasts, sales and marketing plans and Information, (viii) the prices offered or paid per this Agreement for Yardi's products and services, (Ix) SAS70 reports and any information related to SAS70 reports, (x) this Agreements terms, and (xi) any other Information disclosed by a party, or to which a party is exposed because of this Agreement, that the disclosing party identifies as confidential at the time of disclosure or which — by Its nature - reasonably 4 ,® Yardl , Client Confid ntial Date of Preparation: July 23, 2009 7 :22 AM should be regarded as confidential. b. Nondisclosure and Nonuse Obligations. Each party (the "Receiving Party") agrees that it will not use, disseminate, or in any way disclose any Confidential Infor- mation of the other party (the "D(sclosing Party "), to any third party, except that the Receiving Party may use the Disclosing Party's Confidential Information to the extent necessary to perform Its obligations under this Agreement. The Receiving Party agrees that it will treat all Confidential Information with the same degree of care as the Receiving Party accords its own Confidential Information, but In no event less than reasonable care. The Receiving Party agrees that it shall disclose Confidential information only to those of its employees and contractors who need to know such Information, and the Receiving Party certifies that such employees and contractors have previously agreed, either as a condition to employment or in order to obtain the Confl- dentlal information, to be bound by terms and conditions applicable to the Receiving Party under this Agreement. The Receiving Party shall immediately give notice to the Disclos- ing Party of any unauthorized use or disclosure -of -the Dis- closing Party's Confidential Information. The Receiving Party agrees to assist the Disclosing Party In remedying any such unauthorized Use or disclosure of Disclosing Party's Confl- dentlai Information. c. Exclusions from Nondisclosure and Nonuao Ob- ligations. The Receiving Party's obligations per section 9(b) (Nondisclosure and Nonuse Obligations) shall not apply to Confidential Information that the Receiving Party can docu- ment: (t) was (through no fault of the Receiving Party) public domain at or subsequent to the time the Disclosing Party disclosed the Information to the Receiving Party, (I!) was rightfully In the Receiving Party's possession free of any confidentiality obligation at or subsequent to the time the Disclosing Party disclosed It to the Receiving Party, or (ill) was developed by the Receiving Party's employees or agents independent of, and without reference to, any Infor- mation communicated to the Receiving Party by the Disclos- ing Party. A Confidential Information disclosure by the Re- ceiving Party either (A) in response to an enforceable order by a court or other governmental body, (B) as otherwise required by law, or (C) necessary to establish the rights of either party under this Agreement, shatl not be a breach of this Agreement by the Receiving Party or a waiver of confi- dentiality for other purposes: provided, however, the Receiv- ing Party shatl provide prompt prior written notice of any such Confidential information disclosure to the Disclosing Party (to the extent allowed by applicable law) to enable the Disclosing Party to seek a protective order or otherwise pre- vent such disclosure. d. Ownership and Return of Confidential Informa tion and Other Materials. The Disclosing Party's Conflden- tial Information is and shall remain the Disclosing Party's property, and this Agreement does not grant or imply any license or other rights to the Disclosing Party's Confidential Information except as expressly set forth In this Agreement. Within 5 business days after the Disclosing Party's request, the Receiving Party will promptly either (at the Disclosing Party's election) destroy or deliver to the Disclosing Party all Confidential Information and materials furnished to the Re- ceiving Party, and the Receiving Party agrees to provide a written officer's certification of thairirJ Party's com- 1��_ Date of Pre pliance with the foregoing obligation. e. Third Party information Disclosure, The Disclosing Party shall not communicate any Information to the Recely- Ing Party in violation of the proprietary rights of any third party. 10. Warranties. a. Limited Warranty. Yard! warrants that the Licensed Programs will perform substantially as specified In the Li- censed Programs Documentation, Yards does not warrant that the Licensed Programs will meet Client's requirements and expectations. b. Remedy for Limited Warranty Broach. If Yard! breaches the warranty set forth In section 10(a) (Limited Warranty), Yardl agrees to use commercially reasonable efforts to modify the Licensed Programs so that they con- form to that warranty. If such modification Is not commercial- ly reasonable, then Yard! will notify Client and Client may terminate this Agreement in the event Client terminates this Agreement per this section 10(b) (Remedy for Limited War- ranty Breach), Yardi will refund to Client, on a pro -rata basis, the annual Fees paid by Client to Yards within the year prior to the effective date of Client's termination. THE FORE- GOING REMEDY IS CLIENT'S SOLE REMEDY IN THE EVENT OF A BREACH OF THE WARRANTY SET FORTH IN SECTION 10(a) (Limited Warranty). c. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND T4 THE FUL- LEST EXTENT ALLOWED UNDER APPLICABLE LAW, YARDI DISCLAIMS ALL EXPRESS, IMPLIED AND STA- TUTORY WARRANTIES WITH REGARD TO THE LI- CENSED PROGAMS INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. d. Internet Performance Disclaimer. Yard! does not and cannot control the flow of data via the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt the Internet. Ya rdi will use commercially reasonable efforts to remedy and avoid such events, but cannot guarantee that such events will not occur. Accordingly, Yard! disclaims any liability resulting from or relating to such events. 11. PAMage Limitations a. Damage Waiver. REGARDLESS OF ANY OTHER PROVISION IN THIS AGREEMENT, AND TO THE FUL- LEST EXTENT ALLOWED BY APPLICABLE LAW, YARDI DISCLAIMS ALL OBLIGATIONS AND LIABILITIES FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNI- TIVE AND CONSEQUENTIAL DAMAGES, ATTORNEYS' AND EXPERTS' FEES, AND COURT COSTS (EVEN IF YARDI HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), ARISING FROM OR IN CONNEC- TION WITH THIS AGREEMENT. b. Liability Limit. IN ADDITION TO THE LIMITA- TIONS OTHERWISE SET FORTH IN THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWED BY APPLI- CABLE LAW, CLIENT AGREES THAT iN THE EVENT OF ANY CLAIM OR CAUSE OF ACTION BY CLIENT ARISING Yardi _ � Cli Con t1 entlal paration: July 23, 2009 ent 7:22 AM OUT OF OR CONNECTED WITH THIS AGREEMENT, YARDI'S MAXIMUM LIABILITY TO CLIENT, REGARD- LESS OF THE AMOUNT OF LOSS CLIENT MAY HAVE SUFFERED, SHALL NOT EXCEED THE PEES PAID BY CLIENT TO MARDi PURSUANT TO THiS AGREEMENT WITHIN THE YEAR PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. 12. Ownership. a. Yardt's Ownership. Client agrees that, as between Yardi and Client, Yard! is and shall remain the sole and ex- clusive owner of all right, title and Interest in and to the Lk censed Programs, Deliverables, Site, and Licensed Pro- grams Documentation, and to all intellectual property rights In the foregoing. The only rights Client obtains in the Li- censed Programs and Licensed Programs Documentation are the licenses granted to Client in this Agreement. b. Client's Ownership. Yards agrees that, as between Yardi and Client, Client Is and shall remain the sole and exclusive owner of all right, title and Interest In and to Client Data, subject to the License granted to Yard! for Client Data use In section B(a) (Client Data Storage). 13. tndamntfication. a. Indemnity. Yardi agrees to defend, Indemnify and hold Client harmless from and against any third party claims, actions or demands alleging that Client's Use of the Li- censed Programs, Licensed Programs Documentation, and Deliverables in accordance with this Agreement's terms Infringes on a third party's proprietary Information, trade- mark, copyright, patent rights or intellectual property rights, or misappropriates a third party's trade secrets. b. Indemnity Conditions. Yardi's defense and indem- nification obligation per this section 13(b) (Indemnity Con& tions) is conditioned upon the following: (1) Client providing Yardi with prompt written notice of any claim for which in- demnification is sought; (I!) Yardi having sate control of the defense and settlement of such claim, provided, however, that Client shall have the right to have any suit or proceeding monitored by counsel of Ctlent's choice and at Its expense: and (111) Client's reasonable cooperation with Yardl in the defense and settlement of the claim. c. injunction. If the Licensed Programs become the subject of a patent, trademark, copyright, or trade secret misappropriation or infringement claim, and such claim re- sults — or is reasonably likely to result — in an injunction against Client's continued Use of the Licensed Programs, Yardl will (1) replace or modify the Licensed Programs to avoid the misappropdationAnfringement claim, (it) secure Client's right to continue Use of the Licensed Programs, or (III) if neither (1) or (i!) is commercially practicable, either party may terminate this Agreement upon written notice to the other party. 14. Programming S rvlces. a. Programming Services. Yard! provides program- ming services including, without limitation, database custo- mizations, user Interface customizations, database reports, database scripts and other programming services (collective- ly, "Programming Services "). gramming Services, If Initially ordered, are set forth In Sche- dule A. Client will otherwise initiate Programming Service requests by providing written notice of the desired services to Yardl, and Yard! will advise Client of Yardi's availability and schedule for performing the Programming Services, Programming Services are subject to Client's written accep- tance of: (1) Yardi's schedule for meeting Client's Program- ming Service request, and (11) Yardi's Fees for such Pro- gramming Services. c. Deliverables License. Subject to Client's full pay- ment of all Undisputed Fees related to Programming ServIG es, Yardl grants to Client a non - exclusive, non transferable (except as expressly provided In this Agreement), limited license for Client's Designated Users to Use the Deliverables in connection with their Use of the Licensed Programs. 15. Assignment. a. Assignment Limitation. Except for the exceptions specified In section 15(b) (the "Permitted Exceptions "), Client shall not (either directly or Indirectly) assign, sell, con- vey, pledge, or otherwise transfer this Agreement without first obtaining Yardi's express written consent, which Yardl shall not unreasonably withhold. Except for the Permitted Exceptions, any attempted assignment made without Yardl's prior express written consent is void and a material breach of this Agreement, b. Permitted Exceptions. Subject to the conditions precedent set forth in this section 15(b) (Permitted Excep- tions), Client may assign the Licensed Programs without Yardi's prior consent and upon notice: (I) to a wholly owned subsidiary, or (fr) in connection with any merger, acquisition, or reorganization involving Client. Any assignment Is subject to the following conditions: (A) Client, or Clients successor, continuing in the same type of business that Client was con- ducting at the time of this Agreement's execution, and (B) Client or Client's successor providing to Yardl a written ratifi- cation and assumption of this Agreement (in a form reason- ably satisfactory to Yardl) concurrent with the assignment. 16.9ut12ur ffiq. a. Server Location. Yard! reserves the right to locate the servers and other equipment needed to provide the ser- vices contemplated by this Agreement either at its facilities or at the facilities of Independent service providers. Yardi may change the location of the servers and other equipment needed to provide the services under this Agreement at any time during this Agreement's term; provided that any such change of location shall not affect Yardi's obligations under this Agreement and shall not interrupt Client's access to the Site, Client Data and the Licensed Programs. 17. Mediation. a. Mediation Request, Condition Precedent. In the event of a dispute arising out of or related to this Agreement which the parties are unable to resolve through direct nego- tiation, either party may serve upon the other at its principal piece of business a request for mediation, Neither party may file an action against the other In any court, or Initiate any other legal proceeding, unless and unfit the party seeking to do so has first requested a mediation hearing and made a good faith effort to complete the mediation process provided In this Agreement, b. Programming Services r The Fees for Pro - Yardi Client Confi ential iSa e of Preparation: July 23, 2009 7:22 AM b. Mediation Process. The parties will select a neutral, Independent mediator with experience in the relevant subject matter by the rules of the office of the Judicial Arbitration and Mediation Service (JAMS) closest to the mediation venue. The parties shall conduct the mediation not less than 10 or more than 20 days from the date the party requesting media- Lion gives notice of the request for mediation to the other party. The parties shall conduct the mediation in Santa Bar- bara, California. The parties shall equally bear the mediation costs. c. Mediation Confidentiality. The parties shall main- tain the mediation proceedings In confidence and shall not disclose to third persons the statements made In mediation by the other parties or the mediator. The mediation confiden- tiality provisions of California Evidence Code sections 1115 –1128 shall apply to the mediation proceedings. d. Mediation Statements; Attendee Authority. At least 5 days before the date of the mediation, each party shall provide the mediator and the other party with a state - ment of its position and copies of supporting documents. Each party shall send to the mediation a person who has authority to bind the party. a. Non - Binding. if a party participates in good faith in a mediation and is dissatisfied with the outcome, that party may then invoke all legal rights and remedies available to the party at law or in equity. 18. ' GengEW Provlaiona. a. independent Contractor Status. The parties agree that they are Independent contractors and nothing in this Agreement is intended to make the parties partners, agents, joint venturers, or any other form of joint enterprise, or to make the employees, agents, or representatives of one of the parties into employees, agents, or representatives of the other party. No party to this Agreement shall have any ex- press or implied right or authority to assume or create any obligations on behalf of the other party or to bind the other party to any contract, agreement, or undertaking with any third party. b. Governing Law, This Agreement shall be governed and determined by the laws of the United States and the State of California as such laws are applied to agreements made and performed entirely within the State of California. e. Venue. Any action or proceeding related to or arising out of this Agreement shall be resolved only in a court of competent jurisdiction in the City of Santa Barbara, State of California (or the court of competent jurisdiction closest to the City of Santa Barbara, CA if no court of competent juris- diction resides in the City of Santa Barbara, CA), and the parties consent to the personal jurisdiction of such courts and expressly waive any right they may otherwise have to cause any such action or proceeding to be brought or tried elsewhere. d. injunctive Relief. (1) The parties acknowledge and agree that, if Accordingly, If Client breaches any provision of sections 2(a) (Licenses), 2(b) (Restrictions), 9 (Confidentiality), or 15 (As- signment) Yardi may seek specific performance of Client's obligations under those sections and Injunctive relief against any further violations of those sections. (11) The parties acknowledge and agree that, if Yard! breaches any of its obligations under section 9 (Confi- dentiality) Client might Incur irreparable harm and damage that might not be fully compensated with monetary damages. Accordingly, if Yardi breaches any provision of section 9 (Confidentiality) Client may seek specific performance of Yardi's obligations under that section and Injunctive relief against any further violations of that section. e. Binding Effect. This Agreement Is binding on and Inures to the benefit of the parties and their permitted as- signs, successors, and legal representatives. L Notice &. (1) The parties shalt deliver any notice required by this Agreement by personal delivery, certified U.S. Mail re- turn receipt requested, or established, reputable expedited delivery carrier providing proof of delivery service, and will be deemed given upon confirmed delivery to the party to whom it Is Intended at Its record address. The record ad- dresses of the parties are set forth below. (11) If to Client: Attn: Linda Foster HOUSING AUTHORITY OF THE CITY OF SANTA ANA PO Box 22030 Santa Ana, CA 92702 (ill) If to Yard!: Attn: Chief Operating Officer YARDI SYSTEMS, INC. 430 S. Fairview Ave. Goleta, CA 93117 With a copy to Attn: Legal Department YARD[ SYSTEMS, INC, 430 S. Fairview Ave. Goleta, CA 93117 (Iv) Either party may change Its record address by giving written notice of such change to the other party. g. Waiver. The waiver of a party's breech of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach. h. Severability. if a court or other body of competent jurisdiction determines that any part of this Agreement is unenforceable, the remainder of this Agreement shall never- theless remain enforceable. i. Headings. This Agreement's section headings and captions are Inserted for convenience only and are not In- tended to form a material part of this Agreement. Client breaches any of its obligations under sections 2(a) (Licenses), 2(b) (Restrictions), 9 (Confidentiality) or 15 (As- j. Entire Agreement. This Agreement constitutes the signment), Yard! might Incur irreparable harm and damage final, complete, and exclusive statement of the agreement that might not be fully cornpennsat with T—Yard! ary damages. between the parties pertaining to this Agreement's subject O,V Client 7 Confkaentlal l3' a of Preparation: July 23, 2009 7:22 AM matter and supersedes all prior and contemporaneous un- derstandings or agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those inducements, representations and warranties expressly set forth in this Agreement. k. Non- 5oiicit/Non -Hire. The parties agree not to soli- cit (other than a general solicitation to the public) the em- ployment of, engage as an independent contractor, or hire, any employee of the other party while such person is an employee of the other party and until such person has not been an employee of the other party for 6 months. I. Modification. The parties may modify or amend this Agreement by a writing signed by both parties. m. Force Majeure. Neither party shall be liable under this Agreement for failure or delay in performance caused by a Force Majeure Event. If a Force Majeure Event occurs, the party affected shall use commercially reasonable efforts to resume the performance excused by the Force Majeure Event. n. Signature; Counterparts. This Agreement Is not binding on the parties until both parties have signed it and have received a copy signed by the other party. However, both signatures need not appear on the same copy of this Agreement, so long as both signed copies have identical contents. The parties may transmit signatures on this Agreement by electronic transmission, which shall be btnd- Ing upon the parties. Counterparts with original signatures shall be provided to the other party within 5 days of electron- ic transmission; however, the failure to provide the original counterpart shall have no effect on this Agreement's enfor- ceability or binding nature. If executed in counterparts, this Agreement will be as effective as If simultaneously executed. <Signature Page Follows> Yardi 1� Ciien# Confl Hal ` E?gte of Preparation; July 23, 2009 7:22 AM HOUSING AUTHORITY OF THE CITY OF SANTA ANA ("Client") - "Z;ki A/,:;� By: CYNTHIA J. NELSON Executive Director AMST: AVATRICIA E. HEALY Secretary APPROVED AS TO FORM: Joseph W. Fletcher General Counsel HOUSING A THE IT Y OF SANTA ANA By. Lisa S Ass nt Counsel Tex ID No.: 77- 0049051 Rev. 111808 YaMi client Cortfi ential Date of Preparation: July 23, 2009 7:22 AM