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HomeMy WebLinkAbout FULL PACKET_2015-10-06HOUSING AUTHORITY MEETING AGENDA OCTOBER 6, 2015 CITY COUNCIL CHAMBER 22 Civic Center Plaza Santa Ana, California 5:45 p.m. (Immediately following the City Council Closed Session Meeting) Vincent F. Sarmiento Vice -Chairperson - Ward 1 VSarmiento@santa-an".or Angelica Amezcua Authority Member - Ward 3 AAmezcnagsanta-ana ort;, Roman A. Reyna Authority Member - Ward 5 RRcynaks anta-ana.org Sonia R. Carvalho Authority General Counsel Miguel A. Pulido Chairperson Michele Martinez Authority Member - Ward 2 MMartixiez@santa-ana.org P. David Benavides Authority Member - Ward 4 DBenavides(q),santa-ana org Sal Tinajero Authority Member — Ward 6 STinaj eror`s anta-ana.o Authority Member telephone: 714-647-6900 Agenda item inquiries: 714-647-6520 KeHyReenders Maria D. Huizai- Executive Director Clerk of the Council NOTE: Ifyou need special assistance to participate in this Council meeting, please contact Michael Ortiz, City } ADA Program Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City enough nine 11r/, to make reasonable atrangements for accessibility to this meeting. [Americans with Disabilities Act, Title It, 28 CPR 35.102] Basic Housing: Authority Meeting Information Five -Year Strategic Plan (2014.2019). : Detailed information at: http://www.santa-ana.orq/strategic-planning Vision, Mission and Guiding Principles - The City of Santa Ana is committed to achieving a. shared vision for the organization and its ission - Tc environme r Ie c Codeii to cc W 3ncy The vision mission and guiding principles; (values) are the result of a thoughtful and inclusiveprocessdesigned to set I organization on. a course that meets the challenges of today and tomorrow. namic center of Orange County which is acclaimed for our: -Investment in youth- •Safeand healthy community ,ride Thriving: economic climate -Enriched and diverse culture -Quality government. services deliver efficient public services in partnership with our community which ensures: public safetya: prosperous economic it opportunities for our youth, and a high quality of life for residents." ,/as Efficiency -Equity -Excellence •Fiscal! Responsibility -Innovation -Transparency doals/Objectives/Strategies: mmunity Safety uth,:Education, :Recreation onomic Development y Financial Stability mmunity Health ':Livability, Engagement & Sustainability:: mmumty Facilities & Infrastructure am Santa Ana the agenda. At the W ldil requE Comr REQI PERP detail order separati to assure-puoiic commerce. A copy or the Ulty-S Code can be found on: the Clerk, of. the Council's> e core values expressed Integrity -Honesty Responsibility: -Fairness 'Accountability Respect ascriptions provide the public with,a general summary of the items of business toibeconsidered -by )t limited in any way by the Recommended Action' and may take any action which: the Authority agenda item Except as otherwiseprovided by-law, no action shall be taken on any item not listed rsuant to. Government Code Sec 549&4:3, the public may address the Housing Authority and any ail to meet on same day and time on any and all matters within the City of Santa Ana's jurisdiction. as for seen duly noticed'. hearing (unless the matter is continued prior to taking public testimony). All ubmitted in writing to the Clerk of the Councilat -the beginning of the meetingand before. Public ms will'be available at the meeting. r 1ALL NOTI BE ACCEPTED AFTER THE PUBLIC COMMENT SESSION BEGINS. WITHOUT R. When speaking all persons addressing the Legislative Body shall follow the rules: of: decorum as peaker form: The presiding officer shall have the ipower and responsibility to enforce decorum: and th in Section 2-104(c) of the Santa Ana Municipal Code. sted under the Consent Calendar are considered to be routine by the Housing Authority and willbe ut discussion unless a member of the Authority "pulls" an item(s) from the consent calendar for a Senate Bill 343, any non confidential' writings or: documents provided to amajority of the Housing any item on this agenda: will be madeavailable for public inspection in the Clerk of the Council Office :heOfficeof-theClerk of the Council and Monday through Thursdayand alternate Santa Ana, .California, (714)647-6520. authority meeting at the following website regular meetings will be televisedand available for viewing on the City's cable schannel. Meetings rr other designated': locations which are televised live on CTV3Time Warner Cattle will be cablecast ays immediately following the meeting at 9:00'. a.m. Wednesdays at 6:00 p.m.,. and Sundays at 1:00 is that do not have a live cable feed will be videotaped and shown on CfV3tne day after the meeting., r loan will be availablefor public circulation at the Santa Ana Main Library the day after a meeting. HOUSING AUTHORITY AGENDA 2 OCTOBER 6, 2015 CITY OF SANTA ANA HOUSING AUTHORITY MEETING OCTOBER 6, 2015 CALL TO ORDER CHAIRPERSON PULIDO HOUSING AUTHORITY BOARD MEMBERS TINAJERO, AMEZCUA, BENAVIDES, MARTINEZ, REYNA, SARMIENTO City Manager, Authority General Counsel, Recording Secretary PUBLIC COMMENT ON AGENDA ITEMS AND ITEMS OF PUBLIC INTEREST (Refer to page 2 "Public Input" for description.) 1 2. 3. CONSENT CALENDAR RECOMMENDED ACTION. Approve staff recommendation on Consent Calendar Items: 1 through 3. REGULAR MEETING MINUTES OF SEPTEMBER 1, 2015 {STRATEGIC PLAN NO. 5, 1) RECOMMENDED ACTION.- Approve Minutes. EXCUSED ABSENCES RECOMMENDEDACTION: Excuse Housing Authority Members absent QUARTERLY REPORT OF CONTRACTS VALUED AT $25,000 OR LESS ENTERED INTO BY THE EXECUTIVE DIRECTOR(STRATEGIC PLAN NO. 4) RECOMMENDED ACTION. Receive and file. *** END OF CONSENT CALENDAR *** HOUSING AUTHORITY AGENDA 3 OCTOBER 6, 2015 BUSINESS CALENDAR 4. ANNUAL LICENSE RENEWAL FOR YARDI SYSTEMS {STRATEGIC PLAN NO. 4, 1 } RECOMMENDED ACTION: Authorize the Community Development Agency Executive Director to execute a revised agreement for the annual license renewal of services of Housing Authority software with Yardi Systems, Inc, in an amount not to exceed $60,000, for up to a one-year term, subject to non -substantive changes approved by the Executive Director and the Housing Authority General Counsel. COMMENTS 5. HOUSING AUTHORITY MEMBER COMMENTS AT THIS TIME Housing Authority members may comment on non -agenda matters and ask questions of or give directions to staff. NO action may be taken on non -agenda items unless authorized by law. ADJOURNMENT HOUSING AUTHORITY AGENDA 4 OCTOBER 6, 2015 MINUTES OF THE REGULAR MEETING OF THE HOUSING AUTHORITY MEETING SANTA ANA, CALIFORNIA SEPTEMBER 1, 2015 CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 9:34 P.M. ATTENDANCE AUTHORITY MEMBERS Present: MIGUEL PULIDO, Chair SAL TINAJERO, Chair Pro Tem ANGELICA AMEZCUA ROMAN REYNA PUBLIC COMMENTS - None AUTHORITY MEMBERS Absent: P. DAVID BENAVIDES MICHELE MARTINEZ VINCENT F. SARMIENTO STAFF Present: DAVID CAVAZOS, City Manager SONIA CARVLHO, Authority Counsel MARIA D. HUIZAR, Authority Secretary CONSENT CALENDAR MOTION: Approve staff recommendation on Consent Calendar Items 1 and 2. MOTION: Reyna SECOND: Amezcua VOTE: AYES: Amezcua, Reyna, Pulido, Tinajero (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Benavides, Martinez, Sarmiento (3) HOUSING AUTHORITY MINUTES 1 SEPTEMBER 1, 2015 1. REGULAR MEETING MINUTES OF AUGUST 4, 2015 {STRATEGIC PLAN NO. 5, 1} MOTION: Approve Minutes. 2. EXCUSED ABSENCES MOTION. Excuse Housing Authority Members absent Benavides, Martinez and Sarmiento from said meeting. *** END OF CONSENT CALENDAR ** COMMENTS 3. HOUSING AUTHORITY MEMBER COMMENTS — None ADJOURNMENT - 9:35 P.M. Maria D. Huizar, Recording Secretary HOUSING AUTHORITY MINUTES 2 SEPTEMBER 1, 2015 REQUEST FOR HOUSING AUTHORITY ACTION MEETING DATE: OCTOBER 6, 2015 TITLE: QUARTERLY REPORT OF CONTRACTS VALUED AT $25,000 OR LESS ENTERED INTO BY THE EXECUTIVE DIRECTOR {STRATEGIC PLAN NO, 4} I &ILAMWAYWREAF RECOMMENDED ACTION RECORDING SECRETARY USE ONLY: APPROVED ❑ As Recommended ❑ As Amended CONTINUED TO Receive and file the Quarterly Report of Contracts entered into between July 1, 2015 and September 30, 2015, valued at $25,000 and less. DISCUSSION On October 6, 2008, the Housing Authority increased the Executive Director's authority to execute agreements to an amount not to exceed $25,000. Agreements valued at greater than $25,000 require approval by the Board of Directors. This is the same authority granted to the City Manager by the voters through a Charter Amendment in November 2006. The authority granted to the Executive Director requires the submission of a quarterly report (Exhibit 1) to the Housing Authority at a public meeting on all such agreements. The report is required to include the names of each contractor and the amounts for each contract. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #4 Fiscal Sustainability, Objective # 1 (Maintain a stable, efficient and transparent financial environment). FISCAL IMPACT There is no fiscal impact associated with this action. Kelly Reenders Executive Direct Community Development Agency 3-1 Quarterly Report of Contracts October 6, 2015 Page 2 Exhibits: 1. Quarterly Report of Contracts KR/JB/np 3-2 LWI.11--fliffil Housing Authority Quarterly Report of Contracts (July 1, 2015 - September 30, 2015) VENDOR NAME DATE CONTRACT # AMOUNT DESCRIPTION Language Line Services 7/1/2015 1516 -HN -003 $ 9,702.00 Phone translation/interpretation services. Nan McKay 9/1/2015 1516 -HN -005 $ 7,974.00 Consultant and training services for the Housing Choice Voucher Program. National Credit Reporting 7/1/2015 1516 -HN -001 $ 12,744.00 Criminal background checks and screening for Housing Choice Voucher applicants. Netsys,Inc. 7/1/2015 1516 -HN -004 $ 8,723.00 Training and technical support for Yardi Voyager Software. Penn -Mayflower Storage 7/1/2015 1516 -HN -002 $ 11,940.00 Offsite storage, retrieval and delivery of physical client files. 3-3 REQUEST FOR HOUSING AUTHORITY ACTION MEETING DATE: OCTOBER 6, 2015 TITLE: ANNUAL LICENSE RENEWAL FOR YARDI SYSTEMS, INC. (STRATEGIC PLAN NO. 4, 1) E CUTIVE (RECTOR RECOMMENDED ACTION hY r�ry/, 'i�ilL,Nlllll� , WmtK 5. -.o,�� RECORDING SECRETARY USE ONLY: APPROVED ❑ As Recommended ❑ As Amended CONTINUED TO Authorize the Community Development Agency Executive Director to execute a revised agreement for the annual license renewal of services of Housing Authority software with Yardi Systems, Inc. in an amount not to exceed $60,000, for up to a one-year term, subject to non - substantive changes approved by the Executive Director and the Housing Authority General Counsel. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its regular meeting on July 8, 2015, by a vote of 4:0 (Sandoval absent), the Community Redevelopment and Housing Commission recommended that the City Council approve the execution of an agreement for the annual license renewal with Yardi Systems, Inc. in the amount of $60,000, for up to a one-year term, subject to non -substantive changes approved by the Executive Director and the Housing Authority General Counsel. DISCUSSION Since 2002, the Housing Authority has used specialized software for the administration of the Housing Choice Voucher (HCV) Program. This software is critical to the administration of the HCV Program and its obligation to electronically transfer data to the U.S. Department of Housing and Urban Development (HUD). The Housing Authority approved an agreement in September 2002 with Yardi Systems, Inc. for its Housing Choice Voucher Program management software. This software tracks all program information on applicants, tenants, and owners; schedules and maintains records on all housing inspections; performs tenant rent and housing assistance payment calculations per tenant; and creates and transmits all HUD -required reports. The annual license fee includes system upgrades, software updates, all pertinent user manuals, staff training, Applicant, Owner and Tenant Portals and forty-five hours of technical assistance. The one-year term of the agreement begins on October 1, 2015 (Exhibit 1). 4-1 Annual License Renewal for Yardi Systems, Inc. October 6, 2015 Page 2 There are three nationally -recognized providers of HCV management software 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 Strategic Plan Goal #4 Fiscal Sustainability, Objective #1 (Maintain a stable, efficient and transparent financial environment). FISCAL IMPACT Funds in the amount of $60,000 are available in the FY 2015-2016 Housing Authority Other Contractual Services account (No. 14018760-62300). Judson Brown Housing Division Manager Community Development Agency JB/MZ/np Exhibits: 1. Consultant Agreement 4-2 CONSULTANT AGHE MENT SEVEN THE .HOUSING AUTHOi2IT'Y OF THE CITY OF SANTA ANA An YARDI SYSTEMS, INC. THIS AGREEMENT, made and entered into this 4"' day of August, 2015, by and between Yardi Systems Inc., a California corporation (horeinafter "Consultant"), and the Housing Authority or the City of Santa Ana, a public body, corporate and politic (hereinafter "Authority"). RECITALS A. The Authority entered into the "Application Hosting and Software License Agreement" ("Original Agreement") with Consultant in 2009 whereby Consultant has provided certain real property and asset management application software and related services to Authority. The Original Agreement has been amended over the years to, among other things, add units and portals. The Original Agreement is attached hereto and incorporated herein, as Exhibit A, B. The Authority 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.lcnowlecige in providing the Authority with specialized software and related services for the not to exceed anrown set forth in Section 2 (Compensation), below, Additionally, Consultant will be providing the Authority its new Yard Voyager 2s soflvrare, C. Consultant represents that Consultant is able and willing to provide such software and servioes to the Authority, or to renew the Original Agreement for the Upcoming amtual period under (and as described in) the Original Agreement, subject to the not to exceed amount. D, In undertaking the performance of this Agreement, Consuhant reprosents 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 filum in the field. NOW TLtiPR GFORE, 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 aoflware and related services provided under the Addendum to Application hosting and Software License Agreement ("Addendum") for the upcoming annual period under, and as described in, the Addendum attached hereto and incorporated herein as Exhibit B. 2, COMPENSATION a. The Authority agrees to pay, and Consultant agrees to accept total payment pursuant to this Agreement which shall not exceed Sixty Thousand Dollars ($80,000.00) during the Terni of tMs Agreement. In order to avoid any doubt, in the event Authority decides to renew the Original Agreement, as amended by the Addenduir, for a subsequent annual period, additional compensation will be clue. b. Payment by Authority s alt bemade in accordance with the teens and conditions of the Original Agreement, as amended by the Addendum, 4-3 3. TERM `111is Agreement shall commence on the slate first written above and terminate on. September 30, 2016, 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 in independent contractor and not an employee of the Authority. This Agreement is not intended nor shall it be oonstrued to create an employer-employee reladonship, a joint venture relationship, or to allow lire Authority to exercise_ discretion or control over the professional mariner in which Consultant perform the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a mummer consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemploymcirt insurance and similar taxes relating to employees and shall be responsible for all applicable withholding tales. 5. INSURANCE RESERVED Dire to the nature of the services provided hereunder, insurance is not required, 6. INDEMNIFICATION Each party agrees to and shall indemnify and hold Harmless rho other party, its okEcers, 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 bliury, including health, and claims for tangible property damage, which may arise from the direct or indirect operations of the indemnifying party or its contractors; subcontractors, agents, employees, or other persons acting on theh: behalf; and (2) from any third party claim that damages, just compensation, restitution; judicial or equitable relief is dire 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 Terson of the terms of, or effects, arising from this Agreement. CON11DENTIALITY If Consultant receives from the Authority information which due to the nature of suoh information is reasonably understood to be confidential arxd/or proprietary, Consultant agrees tbat it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise thio 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 vrforrnation. Confidential information includes rot 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 ill' € (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (e) is in rightful possession of the Consultant without an obligation of conf dcii iatlity; (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, SEA 8. CONtLICT OFINTEREST CI.AITSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, whioh would conflict in any mariner 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 mariner provided in this Section, to the following persons: To Authority: housing Authority for the City of Santa Ana Comm rnity 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 Air, California 92702 To Consultant: Y"ardi Systems, Ino, 430 S. Fairview Ave, Goleta„ CA 93117 Attn: COO And: Yardi Systems, lnc, 430 S. Fairview Ave. Goleta, CA 93117 Attn: General Counsel A party only change its address by giving notice in writing to the other patty. I°hereaflcr, any notice, tender; demand, delivery, Or other connnnruicatiou shall be addressed and transmitted to the new address. 1f sent by mail, any notice, tender, demand., delivery, or other comrutmication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duty 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, Ill. EXCLUSIVITY AND AMENDIVI[ENT This Agreement represents the complete avid exclusive staitemontbetween the Authotity and Consultant, and supersedes anyand all other agreements, oral or written, between the Parties, In the event of arconflict between the terms of this Agreement and any attaclunants hereto, the terms of this Agreement sball prevail. This Agreement may not be modified except by written instrument signed by the Authority and by art authorized representative of Consultant. The parties agree that any teems or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that teruns 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 4-5 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, I2. 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 inade 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 probibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it an equal opportunity employer and shall comply with all applicable federal, .state and local laws and regulations. 14. KTRISDICTION - 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 Califon -da, 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 deters tined and goveniod by the laws of the State of California. Both parties further agree that Orange County, California, shrill 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 tbls Agreement, maintain all necessary licenses, pennits, approvals, waivers, and exemptions necessary for the Provision of the services hercunder 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 inx writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions, Said inability shill be cause for termination of this Agreement, 16, MISCELLANEOUS PROVISIONS Each undersigned represents and -warrants that its signature hereBsbelow has the power, authority and right to hind their respective parties to each of the terns 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 Chert such authority orpower isnot, in -fact, held by the signatory or is withdrawn, IN WITNESS WHEREOF, the oarties hereto have executed this Agreement the date and year first above written: AT' ,EST: Maria D. lltlizar Secretary APPROVED AS TO FORM: Sonia R. Carvalho HOUSING AUTHORITY OF THE CITY OF SANTA ANA David Cavazos Acting Executive Dimmer CONSULTANT Yardi Systems, Inc. By: Title: TIN# 4-7 EXHIBIT A Applioadon hosting and Software Lioeme Agreement (44arhed Separated)) Paginated) APPLICATION HOSTING AND SOFTWARE LICENSE AGREEMENT Yard] Systems, Inc., a California corpora [Ian headquartered at 430 South Felrvlaw Avonue, Scipio, CA 99111 C'YnrdP), and Housing Authority Of the City of Santa Ana ("Client") PC Box 22000 Santa Ana, CA 92702 enter Into this agreement Including any schedules, exhibit$ or star attachmema Hide "Agreement") effective as of the Effective [)ate [nodded In section I (doom lons), belowj, RECITAL Yardi has developed certain real property and asset management application suttwaro forum Incon)unction win) an as - Boom ed database, Clionf dealrea to license certain Yartll softwere via access to 0designated Site Ide0ned In section I (defInfilons), baiawj pursuant to this Agreement's terms, In consideration of their respaoUve rights add obligations -as sot forth in U9s Agreement, the current agree as follows: AGPERMENT a. 'Anniversary Date' moons the data that ls3S6daya after rho: Initletion Dale, and each anniversary thereafter or the date that is SBS days After the radiation Veto, doing this Agrsomenra Term, It. 'Business Purposes' means management Of Client's real property porrieth, for. accounting, property, man agement and related business purposes. c. "Client Data, means the data that Client's De$ignab ad Users transmit t u Ivor enter Into the database associated. wlUt the Licensed Programs In connection with their Use of the Licensed -Programs pursuant Io) this Agreement, d. "Cifrix DaolgnatoAl Usor" means a Designetad tisar utilizing Cildx products to access the Site, Licensed Pm" grams, and/or Client Date for admintarrtHWo purposes, a, "Deliverable" moans any deliverable or Intellectual property delivered to Client as ph of Ptagesuf ing Banjoes jdellned in section 14 (Programming Servloas)j or other aarvico$ Provided pursuant to into Agreement,. I. "Designated User" means a Client employee or contractor designated by Client to aaoons the. Site and Use the Licensed Programs for Business Purposes, g."6ffobtivoDale°maansAuguat1,20ug, It. "Pons" moons the fees Ideniffed In Schedule A, and any other fees that may become due under this Agreament, the Effective pate, 1, "Ucmisod Programa" moons the software programs IdenWied. in Schedule A, M, 'Licensed Programa Ddaumalttetlan" manna the user manuals and documentation for the Licensed Pro, grams, n, "Password" means the unique user name and Password assigned by Client to cool, Designated User as more fully described In saeilan 6 (Users and Passwords). o, "POW means the porson($) Client ldenfitoo to Yard ss Faints of cement ibe apPiluailon support services and other account management purposes,. p, "Sita" means Yardi'ssite on the tribunal at which Yartll host$ the Licensed Programs And Client Dols, q, 'Software Error" means repmauolbie failure of the Licensed Programa to maternally perform as spociflad In Nie Licensed Programa Documentation. r, "Undisputed Fess° means all F'ee$ due Rom Client under this Agresment which Client does 'lot rnasonably and In good faith dlspule - and provide notice of such dispute in sccord with section Wit) (Notices) - within ao days of in. vefda. a, "Use" muscle authorized access to the Site and use of the Licensed Programa and Licensed Programs. Dc,nu. 1, "Porao Majoure Event" means Any event beyond the Busfi esa Purposea:Clienfs ges(grsatod Idssrs. $tt ofy for CNones reasonable control of the. poorly affected by such event, in. cluding without limitation Ore, storm, weather, earthqualta, 2, ! toonso Creat• RgeNlotlnss'-A gtt(Sg jp;;¢llg, uxploslon, casualty, strike, war, dot, civil disturbance, act of a.. Lioshsos. Yardl grants to Client a dolYoxniusivo, God, auto or emission of arty third party„ any state ornatlartal non-Irensfarahl'o (except as expressly provided in 0,10 lave, deems or ordinance, or any execullvo or judicial order, Agroomorth. limited ilaense for Client's Designated Users to which event pauses a party to delay or fall to perform Linder access the Site and Use the Licensed Programs and LI - this Agreement. nensedPrograms Documentation (which. Yardi shot[ provide GI aiectronloformat) far Client's Business Purposes. J. "Imago Storage+` moans Client Data fila storage an file Servers separate from the database server used to serve b. Restrictions. Client may only exercise the license ClAnt pats. granted In $action 2(a) (Lleanses) throogh its Designated Users, Client may not rent, (ease, sell, _transfer (by aubli. it. "Initiation bato" means the date lhal is 2 woeks after nn.� cense, assignment or OtlerwiAo except as expressly pro- Yardi 8 Cllarat cont) enlist Preparation Date: July 23, 2009 7:22 AM UK vided by this Agreamenl), time share; modify, reproduce, ocpy, make dorlvauve works from, draributa, publish, use to provide service bureau services, or publicly display the Li- censed Programs. Client may only Use the Licensed Pro. game for 6uaitteas Purposes, Client may not reverse engl- near, recompile or otherwise attempt to discover the source code for the Licensed Programs. Client may not permit any person or entlty, to breach the restitutions in fids aspdon 2(b) (Restricdons). c. Access to the Sita. Yardl will Use commercially reasonable efforts to make the Sits and the Licensed Pro- gress 0"Welide to Designated Users 24 -hours per day, 7 daysper week, excluding downdma for maintenance and repair. Yardl has standing molnomardelrepairtbackap hours from 11:00 pm .each Soldier to 8:01). am (Psaif(o Tkna) such Sunday, and nighilqq Sunday to Frfday. from 12:00 em — 2:00 am (Pacific Timo). Udl will provide as much advance notice to Client asreeaonablypossible under the oircuma- tancea for scheduled malnewance/repair down tlme outside. of the aforementioned standing hours, and Yardl will use commercially reasonable efforts to provide as mucic notice to Client 90 reasonably posalpla under the ofmumstences for emergency maintermeca/ropok downtime. 8, Term and TQ Agmamalnsllan, warm. Title nf Will commence on the 6ffea- (Iva Pats slidremain In effect mol terminated in accord with this Agreement. It. Tottrdrtuden,fer Cgnmriarrca client may terminate this Agreement without cause and for its convenience upon Po calendar days prior written notice, Upon a termination for convenience, Client shall promptly paSany Undlepdted Fines owed to Yard[ as of the effective date of Clam's termination. If Client terminates. this Agreement pursuant to this section g(b) (Termination foe Canvenlenno), Cilem shall not be on - dead to a refund of any Fees. c. Termination for Cause, Slither party may terminate Ibis Agreement upon wdifan holes la the other party If the other party materially breaches this Agreement and falls to InftieteartrG Within 7 used Bad fallsto commuoiraly-and dill. goody work to caro 810 broach until the breach is cured. Termination pursuant to two section. a(o).(Termination for Cause) shall be e11e0llv0 upon dOwsry of written natles after expiration of the applicable cure period, d. Effect of Termination, (1)License Termination. Upon the affective date of mis Agreement's termination or expiration, (A) the license for the Licensed Programs and Licensed Programs Documenta- tion will terminate, (0) Client WIN casae Use of the Licensed Programs and Licensed programs Documentation, (G) Monts access to the Site and Licensed Programa wilt be dlsebted, and (D) Client shall pay any Undlopmed Foal to Yardl. (it) Return of Confidential Information, Upon this Agreement's termination or expiration effective date, the artier heal) comply With section gid) (Return of Coard"Usl Orm a. Survival. The parties' obligations under, and the provisions of, sections 4P(License Peas), 9(b) (UnitedLlablik ty for Unauhoo;4od. Client Data Access), g (Confdendafhr), 10 (Warren es), 11 (Damage Limitations), 12 (Indeminf ce- tidn), 10 (Aselgmnart) and 18 (General Prsv)slons) shall survive this Alu semari lamination or oxpUailan. d. r a Pees. e. Faas. Cflant agrees to pay Yardl the Fees In accor- dance with Cha payment Corms set forth In Schedule A. er a. Fellto Pay, Client's failure to Venety pay any Undisputed Fee when due Is meferigt breach subject to the terms of section Sit).(Tennlnedan for Cause), Additionally, Undisputed Fees shall seems Interest from their due date unit l paid at Ole rate of 1,6% per month or the maximum rate allowed under applicators law whichever is less. c, Takes, The Fees ere exclusive of any tariff, duty, or tax, however designated; levied, or based Including, without Ilmltation, any taxes based on (1) this Agreement, (11) the Licensed Programs or DeUberabies, (111) Cllerirs Use of the Licensed Programs, (Iv) the Llcensad Programs Documents. than, .dr (Y) any matariets or supplies fumishad by Ysrdlper this Agreement. Client Is responsible for all applicable U nfia, duties or taxes (exclusive of texas based an Yarars not in- oama) appiloabta to title, Agreement, d, Partial Pee Disputes, if Cilent reasonably and In goad fallh disputes any Peas, and provides notice In accord Willi soouon 18(f) (Notices) of such dispute, Client agrees Iha( any undisputed portion of such Faaa are Undisputed pose sed Client agrees to timely pay any such Undisputed Feaa. a. Third Party .Software and Hardwarem cls, Client is salary responsible for puhasmg to access the Site end Use the Licensed Programs. Yardi shall: nct be liable for any such thirdpartysofwarear hard, wave, and -Clienteckrmwte ages and agrees that any sesta. lance provided by Yordi in ccnneohcn with such third part/ software and-nardwms shall mat alter Client's responsibility or Yardi o liability disclaimer under this Paeg6ll a(a) (Third W. Ldastlom Implementation and training may (at Mom's election) take place at a location opacified by Client orvla telecommunications. vordl will bill Client for Initial Im- plemantimt,01ralning services as Indloand in Sehadule A. Ckantmay request additional omeito fmplemanetace/baking services (i.e., In addition to the on -sato Implemonla- tionleainingservices sotfonh In Schedule A) at any tlme and Yardl will make commerclally maeooabie efforts to timely accommodate Client's mquesL Additional onsite Impleme, lah0mraur ing services are subject to the panles' mutual agreement on: (I) the schedule for parfomranceof the nddb tonal services, and (11) Yard's roe for His additional servic• 03, U, ort -SROs, Client acknowledges that In-peradn hn- piarrOmattcnikaining ser1100 visits at a Client locahun re- quire a minimum visit of 0 finds per visit, Mem agrees to emitClient Gonfi ntlal Date of preparation: July 23. 2009 7.22 AM I Pay all reasonable expenses associated with on-site. visits Including, bill not limited to, navel to and from the site, todg» Ing, rnaa{$, etc. Client acknowledges that Veining servoos. for more than 12 CHOW trainees require Client to pay for -1 additional Yardl trainer for each 12 Client trainees In excess of 11, Client agrees that Client must pay for any irnpfsmente- Uqn/training sewleas cancelled lose than 0 business days prior to theiraofraduled date, Al. Data Conversion, Yardi will bill Client for electronic data conversion services, If Initially ordered, at the rate stated In Schedule A. Ghent acknowledges lost data prepa• ration and post conversion data cibarw+up Is Inherent in any. data conversion, And Such 9011101101 0011S 68e001ated with a CIIWA data conversion — If performed by Yard[ • will be debited against Client's application support service allot. moot Absent an agreement to the contrary, Client shall olb, Amissbe solely responsible for data conversion, data props - ration, data entry. and data vedgoanon, and any post conversion oteamup. Additional Yardl date conversion ser. vices (i.e., In addition to any Initial dale conversion services set fargt In Schedule A)are subject IS the parties' mutual agreement on: it) the Schedule for p 0ormanco of the Asia[ Donal services, and (b) Verdi's Foos for (he addilionat survis• 66, a, Tasting. Cllen Upon the Effective Onto Licensed Programs. At a client may ales( to Asses eancei this Agreement, if Client all amounts paid I Agreement less rassonal support r 's notice a, uaalgnMsd Ueerat Clientagrees: that Its exerclSe of the license granted by this Agreement shot] only be through its Designated User*. Client agrees that It may assign pass• words to d fixedmaximum number of Designated Users, and may hove only a fixed maximum number of Units (as (deml- ffod In Schedule A). The maximum number of Designated Users10the total aggragsla number of Designated Users licensed to Access ..the -Site and Use the Licensed Programs.. The maximum number of Units to Ino maximum number of Cllontb licansod maelmum number of oosigneted Uacm, d password Assignment, Client's appiiaallon support POO will be a: Designated User, will designs[* the office Designated Users, and will provide each ether Designated Users with a Password, Each Password shall be personal and unique to the appifoable Designated Uaer, and may not be used by anyone other than Such Designated Uson 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 Dblfg000105 with IYespsot to Designated Vsors: Cllant shalt Inform :each Designated User of this Agreement's license terms and restrictions and shall enforce such restrictions. Client agrees to Madly Verdi if Client bw comes aware of any failure of a Designated: User to adhere to the licanse terms and restriotlons in (Ilia Agreement, Client acknowledges that oath limo a Doalgnand User accesses the Site la Use gee Lioonsed Programs the Designated User will be presented with a splash screen welcoming the Dssfg. noted User and requesting that the Designated User enter his/her ureque Pesaw'ord, 7, dnniloatiorr8unog.,�y„O;ggDr-dg. a, 'Aura ieatfon Support Service. Yardf will provide appbcaflon, support and upgrades for the Licensed Programs as set Igrih In this section 7 (Application Support & Up. gmdos), b. Client Contrite. Client agrees to appoint an applies, Ron support POC, client may change the application support PCC upon advancewrinan Mullah to Yordl. Yard[ shall have no obligation to contest, or oammunicate Win, anyone m- gerdinq application support and' mairdernegce Issues except 011640 application sepPort PUG, Client acknowledges that it Is ClfeaYs responsibility to keep Client's application support POC current, and to notify Yardf of any changes, S, Yardi Canfas#s. During lirlllal Implementation, Yardl "belt aRPaint An account manager to Cilenfg account, After Initial ImPlamamgUgn, Yardf will either asatgn client to an accaeru manager or an application. support farm. Yard[ may change the identify of Individual account managers from time to time Upon natio* to. client, Client's appllcaUon support records relating to Client will be available to Ymdje Soil's application suppart team at all tlmos. Units that Monte Designated tsars may manage and ac- Count or to connection with Clients Usa of the Licensed d. Appllaatlon Support Services, Yacht shall provide apPlidaUan support for the Licensed Programs through Its Programs. The agreed maximum Designated User acrd Unit' numbers are set ISM In Schedule A, _ account managers and technical staff to Cilonfa application support AOC, Appiloalfan support does act include or sus b. Designated User Changes, Yardl agrees that Installation, firpiamentation, training, or tooling of the Ll - parsed Prirgralas, oar ages n Ingluda data conversion, 'a c Client may replace Designated Users as Client sees tit and al no additional cost provided: (Q (hers fa na not Increase In Those service., If initianynrderai bre spec Schedule A, Yardl'a appi4tion aeppolet service team Will use commer, Clients maximum number or Designated Users, and (11) each Designated User has a unique Password. A Citrix Daslgnal- atally reasonable aliens to address and eolvs Cllenfammar, fSaues .but cannot guarantee Satisfaction in every case. ad User change Is suakict to a ona-time fee as spoollied In Schedule A. a, Total Maur$ lnoludad- Client's application Support Additional Designated Users, Snnjaet lot (1) at least allotment Is Specified in Schedule A, This Agreement's an, nual periods shall begin on the INUaUon Date (and each 6 business days poor written notice tram Client, (it) Cilonfo execulfon of an aeendment to this Agreement, and (lit) aub- InItbAbn Data anniversary) and end an each Annivaroary Data, and will not Include unused appllnauon support time jecl to payment of additional rots, Yardl win Increase from prior annual periods, If Cilent nude additional appllea- Yartll Clunk 3 no antral Date of Preparation; July 23, 2009 7:22 Alin Elffl cion sapport hours at any Ilma, Client may purchase addl. Hanel flours at Yarel's iharncuneni prevailing application support rate at the time Client needslhehoura. L Application Support Hours, Yardi's application support hours are tram 9:00 am to 4:00 pm (Pacgh, Time) Monday through Friday (excluding holidays). g, priority, (1) Yardi shell have the right to prioritize application support requestsaccording to the application support Issue's Impactor client, Yardl will prioritize application support re- quests In the following order, Priority t: Business halted (latah Inability to perform normal Rparatan} « Ciont will submit support requests by telephone to Yardl's apptlbatlon support PrAmber. • fiesponsl as rapid as reasonably feaal@le gen. orally wlgtln2 business hours. Priority 2; Business impacted (severe rash otlpn of Ctanta Use of the Llcansed Programs — a potentally tell"[ prat. [am) • Client will submit support requests by telephone to Yardrs application support ngmbor, • Prompt response subject Only 10 delays for priority I Issues, generally within 4business hour,. Prmdiy 3: Non,oritool servica mucous (any tied, that Is not a Priority 1 or priority issue) • Client will submit support request bytelacdmmuni. cations to Yardl application support. • Respires subject to delays for priority I and 2 is- sues, ganorally within 1 business day: tl) Yard[ will work On Priority n and 2 issues with continuous haws, and with Chant's cooperation, through resolution. to Software Upgrades, Yardf will avaliabie to Client (at nc'addifional coat upgraded and current versions of the which will Include detractions, commit provemonts. Client reserves she not to corrodes of the l.lconaod Programs: rmr YOWL reserves the right to cease applies as for versions of the Licensed Programa aider than the Leftist version of the Liter, anally released to Yardrs clients. 1. Standard Term-. Application support sorvfces are subject to (late Agreement's terms and timely payment at all UndisPOILOd. Faze. Subject to Lila aeafon 3(0) (Tarmhomin for Cauca, notice and auto. provisions, Yardl may suspend Irillotan support somicesifclient falls to timely make any Undisputed Fee payment. on the if and right to cease vices in accord with this section 70) (Obsolescence) B. offits,031g, e, Client. pats Storage. Subject to Force Majeure Events, Yardl agrees to store all Client Date on Ya,i pro may carver end back-up servers, During tills AtimemenYa tarn, Client grant$ to Yardl a non•exolualvo Ilcense to repro. dote Client Data on Yardrs primary server and back+up servers solely for Cllanl to use Client Data In connection with Client's Use of the Licensed programa Nohvlthaianding the foragcing, If any Client Data Is lost for any reason. Yardl agrees to use commarclatiy reasonable efforts to recover lost Client Data end Win serial Client In Identifying lost Cllent Data, b, Limited Liability for Unauthorized Client Data Access, Yardlapreas to use (1) growers and other toohnol. ogy generally used In the trade toprevent unauthorized Sv Pottyaccessto Its curricular systems storing Client Cala, and (t) available ancrypifon technology generally used In the trade to prevent unauthorized 3's party access to Client pats lmanamissions, Notwithstanding the foregoing,. Yard! shall not be liable 10 Client In the event that (A) its use of 11raweils and other technology generally used in the trade fails to Prevent unauthorized third party abcesu to Client Data, a W Ila use of encrypgmr technology oanareny used in the trade fails to prevent unauthorized turd parry access to Client Data transmissions, Nothing in this seoton ago) (LI- mttad Liabtlty for Unauthodzad Client Data Access) shall cronsUlu(o arppresenlatidn at warranty by Yardl that Client Data storage or transmission will be InaccesOble to unauira dzed third parties. G' Chant Data Backup; plant Dole Fairlawn. Subject to Force Majeure Event$, Yard) will: (1) execute (A) nighty database backups to bactogi sower, 1)trtcrmnmrtai data base transaction hep gla backups every 30 minutes to a backup server, (C) weekly backups of all Client Data and the default path to a backup server; and (D) nightly Incremental eacttO rs of the default path to a backup server; (11) mph,,,, Offset's database and default pats to an off-site location go., other, than the phmary data center), and (Ile drive the last 14 tightly dalabeso backups on a secure transrer server(l a„ at My given. Uma, the fast 14 nightly database beckons will be m the sedum transfer server)from which client may remove 9, Cgnfidentrat(ty, o ConfJfhmLJal lnfRmsatfan paflnhidn, "Confidential Information" means alltechnical slid non•teanMnat Informe. don Including: (t) Cllent Dum, (11) patent, copyright, trade so at, and. other praprs Information, (ft), Inventions, know -Ileo, prdooasod orelgarithma, (Iv) auftidom programs, software source donumanal, object code, sours, code, data - beat dtetionarias; network diagrams,. UML diagrams, Lk PanePrograms Documentation, (v) development, design details and specilicadons, (vi) a party's flnemGel Information, (vi) customer list$, business forecasts, sates and marketing Plana and informallon, Of) theprices offered or paid per lite Agroaraentfor Yardl's products and services, (Ix) SAS70 ropeneand toy Information related to SAS70 repctta, (X) oils 4greement'a terms, mei (xl) any other-Informoton disclosed ry a party, or to which a party Is exposed because at this 4graoment, that the disclosing party idonugae as wngd,,Uai rt Ile time of disclosure orwouh—by Its nature- reasonably Yar�Cllont. 4�Can ntia, t Opts of Preparation: July'2J, 2009 7:22 AM 4-12 should be regardedas confidential. b.. Nondisclosure mad Nonose obligations, Each. Party (thee "Receiving Party") agrees that it will not use, disseminate, or in any way disclose any Confidential Infor. motion at theother party (the 'Clacloaing Porty'), to spy thrid party, except that the Receiving Parry may use the Disclosing Parry`s Confidential Information to the extent necessary to. perform Its obturations under this Agreement. The Recalvin0 Party agrees that it will tract all Confidential Information with the same degree at Core as Ile Receiving Parry accords its own Confidential intonation, but In 110 event teas Shall re05onabie care, The Receiving Party agrees that it shall dIt ClosO ConlidanGal Information only to (hose of Itsemployees and contractors who need to know audit Information, and the Recoiving Party certifies that such employees and 'contractors have praviousty Agreed, either as a condltidn to smolovelant or In order to obtain the rens. dantlal Information, a, Exclusions from Nondisclosure and figatlons. The: Receiving Party's obligations or (Nondisclosure and. Nonuse Obligations) shall Ccntirr Ontlal Information that the Receiving Pa meet: (1) was (through no vault of the Rooaivhg domain at or subsequent to the Nme the of$ disclosed the Information to the Reourving F druir ly In the Raaelvina Pariv's Posseesien a mum or or or autrequanl it) the time the It to the Recolving Party,. or 3000i¢ing. Party's employees or I not or a such Conlldentat information disclosure to the RlsclasinA Party (to the astentallowed by applicable taw) toenable the DISsfosing Party to seek a protective order or otherwise pre- vent such dlsoloeure. d'. Ownership and Return of Confidential Infordl flan and Other Materials. The.Olmucang Party'sConilden- tlal informationis and shall remain the Disclosing Pal. property,and this Agreement rives not grant or imply any license or other rights to the Dlsotosing Party's CCrudsr h( Information eitcept as expressly set forth In this Agreement. or pllance Will the foregoing obligation a. Third Party Information Disoloauro. The Dbolasing Party shall not cammunloata any information to the Reeow. Ing Party in vloiRtan of the proprietary rights of any third pudv, to.W Isaias. a- Limited Warranty, Yardl warrants that the Licensed Programs will Patron substantially as spooked In ihs Lb canoed Programa Documentation, Yardi does not warrant that the Licensed Programs will most Client's mciuirements and a%paotaNOna. b, Refnody for Limited Warranty Breach, If Yaml braaahea lbs warranty set forth in section 10(a) (Limited Warranty), Yeast agrees to use commercially reasonablo efforts to modify the Licensed Programa so that they con - farm to that warranty, If such modificaffon 1s not commercial. ly roeswrabia, than Yardl Will rarity Client and Client may the to a Warranty Dissertate. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMBPtT, AND TO THE FUL- LEST EXTENT ALLOWED UNDER APPLICABLE LAW, YARDI DECLAIMS: ALL EXPRESS, IMPLIED AND STA: TUTORY WARRANTIES WITH REGARD TO THE l LENSED PROOAMS INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRA14TIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, d. Internet Porformanoo Disclaimer. Yami does not and cannot control the tow of data via the Internet, Such fiow depends In large part on the porfonnanca of Internet services provided or conUallad by third parties, At times, Retloga or inactions ofsuen third. Parties set) Impair or disrupt the Internet Yardl will use commercially reasonable efforts to raneodY.and avoid such awmua, but cannot guarantee chat such events wlil not occur. Aoeordingly, Yard] diso(atrms mry liability re whing from or relating to such events. 11, Denison Limitations Flit! COURT COSTS (EVEN IP OF THE POSSIBILITY OF FROM OR IN CONNEC• b, Liability Limit. IN .ADDITION TO THE LIMITA- TIONS OTHERWISE SET FORTH IN THIS AGREEMENT, AND. TO THE FULLEST EXTENT ALLOWED BY APPLI. ENT AGREES THAT IN THE EVENT OF AUBE OF ACTION BY CLIENT ARISING S wide a CABLE LAW, CLI s com- (t ANY CLAIM OR C. Yardl { Client Cnn0 ti—la, natation; July 23, 2009 7;22 AM 4-13 OUT OF OR CONNECTED WITH THIS AGREEMENT, YARD(% MAXIMUM LIABILITY TO CLIENT, REOARD• LESS OF THE AMOUNT OF LOSS CLIENT MAY HAVE SUPFERC'D, SHALL NOT EXCEED THE FEES PAID BY CLIENT TO YARDI PURSUANT TO THIS AGREEMENT WITHIN THE YEAR PRIOR TO THE EVENT OIVIUO RISE TO THE LIAGILI,TY. 12,Q sib 11 . a. at Cis aratpp, Client agrees -that, as -bete aon Yordt and Client, Ynrdi Is and shall remain the 001e and ex- dualva owner of all tight, lido and Werest in: and to the U - 001180d Programs, Dedveratslas,. Sits, and Licensed Pro. grams Onculilametgn, and to aft Intallecfusl property rights In the foregoing. The only rights Client obtains In the Lt. sensed Programs and U001cmd Programa Documentation are The licensee granted to Client in (his Agreement, b. Client's Ownership. Yards agreesthat, as between Yardl and Client, Clientla and Ohall remain the eoia and exclusive owner of all right, title and Interest In and to Client Data, subject to the 1,100mc. grange to Yand for Client Data U80 Inaaoton 8(a) (Client Data Storage). 9a, indamnlEcsElon, a. Insistently, Yored agrees to defend, Indemnity and hOld Client harmlaas from and against any third party alalma, actions or demands alleging that Client's Use of the LF conned Programa, Licensed Programs Documentation, and DOUVatablas In accordance with this Agroament'a terms Infnngas on a third portYs proprietary information, lrada- mark, copyright, patent rights or mteliooluai property rights, or misappropriates a third party`s bade socmis. h. Indemnity Conditions, } litigation obligation per this good lions) is conditioned upon the to Yards with prompt written "if" demnlliaadial Is asughl; (IU Yardl and at Its expanse; n with Yardt in the o. injunction. If the Licensed Programs baGama the Outdoor of 0 patent, hademark, oopywill, or tradesecret misappropdalbn or Infrmg0ment claim, and such claim re- sults - or is 1`0400nabiy likely to result - in an Injundton against Client's mntnued ties of the Licensed Programs, Yards will (1) replace or modify rte Llcenead Programs to avoid Ute mlsappropriatcOnfdngament claim, (Il) eenuro Cilant'o right to continue Use of the Licenced Programs, or (111) if neither (1) or 111 is commercially practicable, either party may temtlnate Ihls is upon written notice to the other party. 14, f'rOnremmina.Sarvl_,rpa. a. Programming Services, Yardl provides program. ming sorvicos Including, without fimtation, database curio, mzOns, user Interlace customizations, dalebasa reports, database Others Arid other programmingnen4cen (collective. N, "Programming services,). gramming Servlaes, if Inlliallyordered, Ora sat forth In $wv, dude A. Client will othonvie0 Inillam Programming Service requests by providing welten notice of tits deafrod services to Yardl, and Yardl will advise Client of Yardt's availability and schedule for performing tine programming Services Programming Ser iOes ore subjeot. to Client's wdttan a00ap. lance of: (1) Yardro schedule lot meeting Client's Program. mtng Service re{uest, and (ii) Yardi's Fees for such Pro- oramming Serrlees. o. Dolivarabtea License. Subject to Client's full pay, part Of ail UIVINPUted Fess related to Programming SONIC. es, Yard) great$ to Client a non exOlUsiva, non transfambm (excaptas expraseJy provided in this Agretermili limited Ila6ase far GIIanCs paslgnatad Listing Ic Use the OSUverablas In connection with thad Vee of Ih0 Licensed Programa, ant Limitation. Except for the exceptions Use 16(b) (the "Perrnitlod Exeapflons"), afther directly or Indirectly) aealgn, sell, core otherwise transfer Ihla Agreement without udi's OxprOOD written Percent, which Ynrdi onably withhold. Except for the Permitted thampted assignment made without Yard -u tan consent is Vold and a material brooch of b. Permitted Exceptions. Subject to the aorrdidrms .precedent sat forth In this 8001101. IBM (Permitted Exeep, lions), Client may assign the Licensed Programs without Yordl'a Prior consent and upon nater: (1) to a wholly owned subsidiary, or (it) In cannaaton with any merger, acquisition, or morganlzaton Involving Galant. Any assignment is subject to the following 001mil ons:: (A) Client, or Cliont's sucossserp continuing In are same type of hardness that Client was con• dueling at the little of this Agraemmar; execution, and (D) Client or Ctlent's successor providing to Yardl a written re t• option and ossumptan of this Agreamont On a form reason. 16, Outsourom a. Sower Location. Yardf ressims me right to roost, the aervers and otter equipmamreaced. to provide the ser Yhes contemplated by this Agreement either at its facitUas or at the facilities of lndeppamlant service providers Yerdi may Change. the location of tbo sennas and -ogler aquipmanl needed to provide the sarvloot) under this Agreonent at any time during this Agreement's term; pmvidad that any such change of locationshall not affect Yardl's obligation, under this Agreament and ahad not alam.rpt Client's access to the Site, Client Geta and the Licensed Programs. a. Mediation. Request; Condition Proosdent In rho event of a dispute arising outer or related to this Agresmont which the Parties are unable to fasolVe through direct negc- tallon, aifhar Party may servo upon Ute other at Ila pdnomel plecs0fbusinaas a request(ormedladon, Netharpartymay Ole an action against the atter In any court, or Imllata any other legal pfaceoding, unless and until the Party aeoking to do se hes first requested a mediation hearing and made a good faith effort to complete tie m idlatlon process provided b. Programming Servicesq� r The Fees for Pro. C Yardl ,. V411 _ Client Confj entlal Da eor Preparation; .July 23, 2009 7:22 AM I WA 6 h. Modlatton process,. The fairies will select Tire paHlos shall conduct the modifull not lion gives notice, of the request (or medladon to ore other Party. The parties shall conduct the modladon In Santa Bar• bare, Colifomla. The'partles shall equaliyboartho madlaticn costs, o, .Mediation Confidentiality. The parties shalt maln� Join flip mediation proceedings In confidence and shall not disclose to third parsonsthe amlsmeM$ mads In Madill by the other Pori or the mediator. The mediation confil tiality provielons of California Evil Code, sections 1116 —112,9 shall apply to the mediation prcpoedings,. d,. Madlallon Statements; Attmdae Authority,. At West 5 days before the date of the mediation,each party shall provide the madlator and the other party with a stato• orient of its position and copies of supporhig documents. Each party shall send to the m¢dtution a. person who has authodty to bind the party, a Non•pinclg It a party pariidpatie in good faith In a nredloupi aril Is dlasatisllad with his outcome, that party may then invoke all legal rights and remedies available to the party at Jaw or inequity, 981 ' Cdenurel frovlSfgpg, a. IndSPOndont Contractor Status, The Fell agree that they are Independent comfootors and nothing In this Agroamain Is intended to make the potties partners, agents, )Olht vaniurers, or any other form of: joint anlerpirse, or to make the employees, agents, or representatives of one of the portion Intoe. employees, agents, orrepresentatives of the other party. No party to this Agreement shall hove guy ea, press or Implied right or authority to assume or create any Obligations On behalf Of the Other punyor to bind (he other Party to any contract, agreement, or undertaking with pry third party, b, Governing Law. This Agreement shall be governed and detern road by the laws at the United States and the Slate of California its each laws are applied to agreements made and performed entirely widdn'the State 0`041lfemla, o, Verna. Any action or proceeding related to or ,tieing out of this Agreement shall be resolve! only In a court of competentjJudsdlotion in the City of Some Barbara. State of Califomfa (or the court of competent )udWlodorr closest to 1110 City of Santa Barbara, CA It no court of competent )ud,, action mother; in the City of Santa Barbara, CA), anal the parties consent to the personal judstllohat of Such courts and exprooSly waive any right they may otherwise hove to cause any such notion or proceeding to be brought or triad elsewhere. Accorrfing y, tt Client pYeaghab any provision Of Bacteria 2(e) (Licenses), 2(b) (Reatdoicns), 1)(Con identlat[ty), or 16 (AS, oignmeni) Yang may seek Speoltic performance of Client-, Obligations under those sections and Injunctive "Ilof against any further violations of those sections. (11) The pares; acknowledge and agree the, if Yardl breaches:. any of Its olillgations under section g (Confl. domlality) Client might. Incur ireparebie harm mid damage (hat might not be fuly Compensated with monetary demarl". Accordingly, if Yardt breaches any Provision of section 0 (COMWOnil$ihy) Client may Seek apgciito performance of Yardfs obligations under that section and injunaive ratio( against any further violations of that sac h n. in Binding Effect, This Agreement a binding on and Inures to the benefit of the parties. and their peonlred as. signs, succossom, and jurist rap"ssnknivas, I, Notice$, (i) The parties shatl delver -any notice required by this Agreement by personal delivery, car fled US. Mall ra' turn receiptrequested, or established, reputable expedited da""" crit..... prOvlllll proof of delivery a"I'lbe and will Do deemed given area confirmed delivery to the parry to wham it is lotendad at Its record'all. The "cord ad, (IMASea Of the pond a i ate Sol forth balow. (11) if Client. Ann; undo Faster HOUSI Nrd AUTHORITY OF THE CITY OF SANTAAMA PO Box 22030 Santa Ana. CA 02702 fill) If to Yardl- Aim Chief Operating Officer YARb1.8YSTEMS, INC. 4811$. Fa .view Ave. Goiso, CA gal 17 A'�tm:.A. parlinerit YARDI SYSTEMS, INC, 430 S. Fggvlawhva. Weir, CA 91117 (IV) Either party may change Its record Wraps by giving written notice of Such change tothe 'other party. g, Waiver. The waiver of a party'a breach of this Agreement shall not operate or. he construed as a waiver of any other or subsequent breach, h. S4varstlllitY• if Court 9r other body of competent judadallsn datetmloas that any part of this Agreement Is uaonford8atrla, the remainder of into Agreement shall naver- theism remain enforceable. 1. Headoot, This Agraamenl'e section headings and d. Injunctive Relief• captions are inserted far convenience Only and are not In. (I) The partiesacknowledge and agree That, If tended to tam a aratedal part of this Agreement. Of broaches any of Its obligations under sections 2(a) once$), 2(b) (Ra4idationa) 9-(Confidendaii1y) or 15 (As- ), Entire Agreement, This Agreement constitotas the mont), Yard! might Incur Irreparable harm and damage gnat, compute; and exeivalve statement of the agreement mlght not fully componsatVDe0'or'P,.papidJom magOs. between the parties pertaining to this Agreement's subjoot Yard! Client y Con antral July 23, 2009 7:22 AM 4-15 matter and supersedes all prior and contemporaneous on. deretandings or agreernanfa of the partea..No party has bean induced to enter into this Agreement by, nor is any party relying on, arryraprosantaUon orwamanty except. those Inducements, Toprosentations and.. warranties expressly sot forth in this Agreement. k, No0olloltiNon-I iro. The parties agree not to soil. oil (other than a general aoffplta(lon to the public) liteam. pinymontof, engage as an independent contractor, or hire, any employeeof the other party while such parson is an employee of the other party and until such :person hes not been an employee of the other party for sionOts. I. Modification. The parties may modify oramend this Agreemopt by a writing signed by both pahlos rn. bores Majsurs. Neither parry chair be liable under this Agreement for failure or delay in performance caused by a force Majeure Event. If a Forco Majouse Event ocouna, the party affected shall nos commercially reasonable efforts to resume the perfammance exacted by the rents Majeure Event, n. Signature; Counterparts. This Agreement Is not binding on the. parties until both parties have signed it. and have received a way slgned by the other party. However, both algoaturos mood not appear on the some copy of this Agreement, so long as both signed copies haveidenccal contents. The parties may Iranspilt slonamses on this Agreement by ulaalronic transmission, Webshall he bind. counterpart snas nave no enact on coabillty or binding nature, If exesu Agreement will be aseffective as ifs dSfgnatum page Follows> 4_ Yardl client B Contid tial hatn`gof Ioropnralf n:.July 23, 2008 7:22 AM 4-16 HOUSING AUTHORITY OF THE CITY CP SANTA ANA ("ClanN') Sy: CYNTHIA J. NELSON 1^ Cxecu8vo DImmor ATTEST; p VPAa0f�ARt� '�V Secretary APPROVED AS TOFORMt Joseph W, Fletcher General Counsel HOUSIWAV'rHOR �rO�F"THE %�jITYOFSANTAANA B}. Wastordk 1 Aeel nt CounseY 1 �'At2P19YSTEIVIS, YNC, ('Ndrtll") t aY: PrInYNam®: ' Pate: t1 ✓Il x Tax ID NO.: 77,W,19081 R.. '114808 \V°°-,''_, YardlCllent Confltltnal Dace of Preparation: July 23, 2009 7:73 AM 4-17 LXFSLBTT B Addendtun to Application Hosting and Software License Agreement ( dtiached Separately Paginated) i YAM SYSTEMS, ING ADDENDUM TO APPLICATION HOSTING AND SOFTWARE LICENSE AGREEMENT BETWEEN YARDI SYSTEMS, INC. ("YARD(") AND HOUSING AUTHORITY OF THE CITY OF SANTA ANA ('CLIENT") (this "Addendum') Addendum Effective Date: September 18, 2615 Yardi Gient Pin Number: 100033204 Yard! Order Number: 85341 Client and Yard! amend their Voyager Application Hosting and Software License Agreement, dated July 27, 2009, arid as amended to date (the "Agreement"), as follows: 1. The title of the agreement shall be deleted and replaced with SaaS Subscription Agreement. 2, The Site condition shall be deleted and replaced with the fuliowing,definition: 'Nardi Cloud" means the hardware, software, storage, firowails, Intrusion detection devices, load balancing units, switches and other hardware that make up the Yardl Cloud. 3. All references to "Site" shall be deleted and replaced with "Yards Cloud" as defined in section 2 of this Addendum. 4, Section 3(a) (Term) of the Agreement is deleted and replaced with the following: a. Term. This Agreement commenced on the Effective Date and shall remain in full force until September 30, 2018 (the "Initial Term") unless similar terminated in accord with section 3(c) (Termination for Cause). Upon expiration of the Initial To u, this Agreement shall automatically renew for successive 1-yeartorms (each a "Renewal Torun") unless aparty provides written notice of non -renewal at least 30 days prior to expiration of the then -current (Initial or Renewal) Term. The Initial Term and Renewal Terms) shall be collectively referred to as the "Term." - 5, Section 3(b) (Termination for Convenience) of the Agreement is delated and replaced with the following: Ir. Termination for Convenience. After Septernber-30,.2018, 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 Yard! 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 entitled Yo a refund of any Pees. 6. The wood "term" in the Agreement where context indicates use of word "term"to mean contract duration shall new be capitalized. 7. Section 7(e) (Total Hours Included) shall be deleted and replaced with the following: e. Total Hours Included. Client's annual application support allotment is specified In Exhibit 2 (Yardi Sass Subscription Services and Governance Schedule), Notwithstanding the multi-year Term set forth in section 3rd (Term), Client's annual Fees and included annual application support allotment apply for annual periods ending on each Anniversary Date, and shall not include unused application support time from prior annual Pounds. if Client needs additional application support hours at any time, Client may purchase additional hours at Yardi'a then -current prevailing application support rate at the time Client needs the hours. 8. Nolwithatanding the multi-year Term sat forth In section 3(a) (Term), Client agrees to pay Client's annual Fee annually in accord with. Exhibit 1 (Replacement Schedule A: Fee: Schedule). 9. The fallowing section is added to the Agreement: Data Use. Yardi may aggregate, compile, and use Client Data in order to improve,develop or enhance the Licensed Programs and/or oeierservicas offered, or to be offered, by Yard!; provided that no Client Data is Identifiable as originating from, or can be traced back to, Client or a Client customer; tenant or resident In such aggregated form. 10. All references to "application hosting; "ASP," "ASP service," or "hosting" shall be deleted and changed to Yard! Cloud Services or SaaS Hosting defined as follows: 'Yardi Cloud Services" or "SaaS Hosting" means installation, maintenance and service of the hardware and software Comprising the Yardi Cloud. Yards Client Page 1 of 8 Confidential Preparation Date: 9/1812015 3:39 PM 4-19 '11. Schedule A (Fee Schedule) of the Agreement is deleted and replaced with Exhibit 1 (Replacement Schedue. A: Fee Schedu[a), Exhibit 2 (Yardi SaaS Subscription Services and Governance Schedule), and Exhibit 3 (Additional Terms) to this Addendum. ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT, Please Indicate your approval by signing this document and returning. to Yardi Sales Administration for Jay McWhinney via fax at 600.696.2041 or via email at SaleaAdmin@yardi.com. Payment maybe mailed to: Yard[ Systems, Inc. Attn: Accounts Receivables 430 South. Fairview Avenue Santa Barbara, OA 98117 APPROVAL Having read and agreed to its terms, the parties executed this Addendum effective as of the Addendum Effective Date. HOUSING AUTHORITY OF THE CITY OF SANTA ANA YARD] SYSTEMS, INC. (°Yardi") ("Client") Date: Print Name: __.._ Print Rev, 033115 Yardt Client Page 2 of 6 Confidential Preparation Date: 9/18/2015 3:39 PM 4-20 EXH1131T 1 Replacement Schedule A: Fee Schedule Voyager $aaS Select Annual Fees Unit of Measure $(UOM (UOM) Count $/UOM Conowsston Net$/UOM Total Price Voyager PHA Property Mann. & Accountings Unit 2,300 $20 00 ($7.35) $1265 $29,095.00 Inspector General Unit 2,300 $2.00 ($1,25) $075 $1,725.00 RENTCaf& PHA Applicant. Portal each 1 $10,000.00 ($3,986,05) $6,003,95 $6,003,95 RENTCaf6 PHA Landlord. Portal each 1 $10,000:00 ($3,998.05) $6,003,95 $81003.95 RENTCafe PHA Online Applications Portal each 1 $10,000.00 ($3,936,06) $6,003,94 $6,003.94 Total Annual Fee --T4-$,831 84 Temporary Existing Program License Expiring. March 31, 2016 UOM count Total Price Temporary Existing Program License Month 6 included - One -Time Services Peas $fUOM UOM Count $IUOM Concession Net$IUOM Total Price Application Support Hours Hour 75-$12000f($12000j$0.00� $0,00 Start -Up Fees for DUs Previously Started Up DU 21 $300,00 ($300.00) $aoo .$0.00 Total OneJurre Fee $0.00 Total Fees [Yue Net Price ........:....,..�,.., Annuel Fees for the period Octotror 1, 201$ to Soptamoar 3p, 2016 $45,83184 Sales Tax as applicable Total Due $48,837,84 Additional Terms PAYMENT TERMS: 1001% payable 15 days from the execution. date of this Addendum. Client may change the licensed Unit count With a minimum inereaso/decrease of 25. Units. Client's Total Annual Pee is subject to increase. on each Anniversary Date; such Increases shall not exceed the percentage increase In the U.S, Department of Labor, Bureau of Labor Statistics' Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI -W): 11.3. City Average far the preceding year, Yardi Client Page 3 of 6 Confidential Preparation Date: 9118/2015 3:39 PM 4-21 EXHIBIT 2 Yard[ SaaS Subscription Services and Governance Schedule Yardf Cloud and Client Access' Yartli will allow Client access to the Yardt Cloud via the following methods. 1. Via Internet URL to access and operate the. Licensed Programs, 2. Via remote desktop to access the following, depending nn operating requirements: o, The Licensed Programs' reports pathfor management of the Licensed Programs support files; O. Adatabase-level query tool; C. Reporting -writing software, if applicable(ihird-party software licensing not included); d. Cliant-server-based system administration tools provided by Yardi. Yardi Cloud Services Yardi will provide the following Yardf Cloud Services as they rel ate to the Yard Clouii: 1. Installation, maintenance (deployment of Microsoft patches and upgrades) and licensing of Microsoft Operating System; 2, Installation, malntenanoe (deployment. of Microsoft patches and upgrades) and licensing of Microsoft SQLServer; 3. Installation, maintenance (deployment of Yardf patches and upgrades) and licensing of the Licensed Programs Yardi Cloud. Data and File Management Yardi will provide data and file management services per the following guidelines. 1. Yard( will provide Client one live and one test database: for the Licensed Programa. Client may purchase additional databases orwebshares at Yardi's then -current. prevailing. rate for additional databases or webshares at the time of Clehfs request, 2. Yardi will provide up to ITB of Combined Storage at no additional charge. "Combined Storago' means: (f) Client Data file storage on file serversseparate from the database server used to serve Client Data; (11) Client Data storage held within database servers and utilised by the Licensed. Programs; and (iii) any other digital Murage mauled by Client's Use of the Yardl Cloud and Licensed Programs in accord with this Agreement Client may purchase additional Combined Storage at Yardi'sthen-current prevailing rate for additional Combined Storage at the time of Ctlent's request. 3. Subject to Force Majeure Events, Yardi will execute a. Nightly backups of Client's live database to a backup server; In Nightly backups O Bent's live database arid the reports path to a backup server; and c. Near -real-time replication of the database and default path to asaparafe, off-site disaster recovery location, 4, Database backup files will be maintained for 14 days on server accessible by Client via secure transfer server (is., 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, Licensed programs Support and Governance of Use Yardi will provide consulting and technical support for the Licensed Programs per the following guidelines, 1. implementation, consulting and support of the Licensed Programs and the Licensed Program; deployed components, where applicable, 2. 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, andlor Improvements. Client reserves the right to refuse updates and upgrades of the Licensed Programa; provided, however, that Yard reserves the right to cease application support services for versions of the Licensed. Programs more than 2 years older than the latest version of the Licensed Programs generally released to Yardia clients. Annual Fees include Client's Annual Fees Include access to the Yardi Cloud, Licensed Programs license Fees, Licensed Programsupdateslupgrades, up to 3 Remote Administrative DUs (defined below), and 98 Licensed Programs application support houmlyear, Yard! will debit all application support services (in Y -hour increments with a Y< -hour minimum) against Client's above -noted application support allotment except when related to a Software Error. "Software Error' moans a reproducible failure of the Licensed Programs to materially perform as specified in the. Licensed Programs Documentation.. Client acknowledges that data preparation 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 Yard! - will be debited against: Client's application support service allotment, Notwithstanding the multi-year Term setforth in section 3(a) ('Term), Client's annual Fees and included annual application support allotment apply for annual periods ending on each Anniversary pate, and shall not include unused application support time from prior annual periods. If Client needs additional application support hours at any time; Client may purchase additlona hours at Mardi's then -current prevailing application support. rate at the time Client needs the hours. "Remote Administrative DU` means a Designated User utilizing remote access technology to access the Yardi Cloud, Licensed Programs, and/or Client Data for system administrative purposes on behalf of Client. Yardi's Remote Administrative DU change Fee is $100/change. Yardi Client Page 4 of 6 Confidential Preparation Date: 911$12015 3:39 PM EXHIBIT 3 Additional Terms Additional terms for products/modules licensed In Exhibit (Replacement Schedule A: Fee Schedule): 1. PHA Property Management and Accounting includes; (Wail, AM Base, Conductor, Inspections, Maintenance, Electronic Banking, ACH for AP,. Fixed Assets & Inventory Control, Constructsm/3 rant Management, WIPS 2, RENTCafd PHA Applicant Portal, RENTCaf6 PWA Online Applications Portal, and RENTCefe PHA Landlord Portal Ismael Includes access to Yardi standard workflows and library of ex sting forms. Additional workflows or custom forms may be available at an additionalfee upon Client's request. With respect to any content or trademarks provided by Client for use In connection with Client's Use of Yardi RENTCaf6 PHA Applicant Portal, RENTCaf6 PHA Online Appleallons Portal; and RENTCafb PHA Landlord Portal, Client represents that Client has all necessary right, title, andlor Interest in and to any such content-ortrademarks, and agrees to defend, Indemnify and hold Yardi harmless from and against any claims, damages or losses resulting from a beach of the foregoing warranty. 3. Walk -)n Rent Collection/Rent Payment Services (WIPSw) terms: a. Client acknowledges and agrees to pay all fees and other charges, including any statement, Service, chargeback, application, rejection, return, reversal, refund, debit or other fee imposed by a processing institution, correspondent bank, merchant bank or other institution In cennecticn with the authorization, processing and settlement of Client's Transactions. It. Client acknowledges and agrees that It must to one of the following: (i) utilize a banking institution that is supported by Yardi; I) secure the agreement of Client's banking institution to work with Yardi In interfacing WIPS with Client's banking institution (in which case reasonable time will be necessary to complete the Interface in light of the Interface requirements); or (iii) sign-up for, and utilize, Pro9tStara' banking institution processing services. C, Client acknowledges and understands that CheckFreePay is a third party vendor and licensed money transmitter and is solely responsible for its network of agents (the 'Agents"), Client further acknowledges and understands that among various other unrelated business lransactlmns: (1) Agents accept cash -only rent payments from WIPS tenantsin exchange Tara nominal convenience fee (for purposes of this Addendum, each cash payment remitted by atenant through WIPS: less the Agent's convenience fee, is referred to as a "PaymenC); and (g) Yardi does not collect rent: directly from any tenant through WIPS and has no microl over the Agents or Checkf'reePay's Agent network.. d. Client acknowledges and understands that the tenant, not the Agent, determines how much rent to pay using WIPS. Because the Agentwul accept whatever cash sum the tenant desires to pay and will charge a convenience fee each times payment is made,. the Payments) made by a tenant to the Agent may be less than, equal to, or greater than the total rent due. Accordingly, Client acknowledgesand understands that the rent payment subsequently reflected in Voyager and ultimately credited to Client's account may bean under -or over -payment of the tenant's rent. Except to the extent such under- or over -payment is caused solely by Yardi's negligence or willful misconduct, Client expressly acknowledges and agrees that the payment of rent is a matter between Client and tenant and Client agrees to defend, indemnify and bold Yardi harmless from and against any third party (including tenant) claims relating, to or arising out of the use of WIPS. e. Typically, Voyager will reflect each Payment within 1 business day and each Payment will be credited to Client's designated account within 3 business days. Because delays may aras from time to time, these are targets and not guarantees; however, so long as Client has provided all necessary and correct Payment Processing Information to enable Yardi to property faetitate the routing of Payments from the Agent to the Client, Yardi has the appropriateguaranteesfrom CheckFreePay that CheckFreePay will promptly and accurately deliver to Client all Payments made using WIPS. E Client: expressly. acknowledges and agrees to the following Office of Foreign Asset Control (OFAC) obligations: I. Cilent shall not use WIPS, or allow WIPS to be used, for any purpose other than the payment of rent and related charges by tenants who physically occupy the dwelling for which the rent payment or related charges apply. Ii. Client shall at all times comply with all OFAC requirements and fulfill all OFAC responsibilities that apply to Client concerning theadministrationand enforcement of economic and trade sanctions against targeted foreign states, organizations, and individuals, including providing any Information to Yardi that Is reasonably: necessary for Yardi to fulfill Its obligations under OFAC, if any. 111, if at any time Client discovers or reasonably believes a tenant, employee or organization on the Specially Designated Nationals and Blocked Persons List, published from time to time by OFAC (the 'OFAC List"), Is using WfPS for any reason, Client shall immediately notify Yardi and cooperate fully with any subsequent investigation or request for iMormatlon that may be required In connection with complying with OFAC requirements and all other applicable laws and begulatians. iv. Except to the extent an OFAC violation arises solely as a result ofYardi's gross negligence or willful misconduct, Client agrees to defend, Indemnify and hold Yardiand its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, )oases, penalties and other liabilities relating to or arising out diary acts or omissions by Cl:ant and Its parent, Subsidiaries, directors, officers, agents, representatives, tenants or employees that give rise to an OFAC violation. g. Terms Applicable If Client Uses Yardi's Master Merchant.Accountwith WIPS Transactions If Client utilizes Yardi's Master. Merchant Account with ProfltStars for WIPS Transadflons, Client acknowledges and agrees that: (1) Client may only process tenant rent payment WIPS Transactions through Yardi's Master Merchant Account with ProfltSlars; and (11) Client agrees that Yard! may satisfy reimbursement for any fees and other charges, Including any statement, service, chargeback, application, rejection, return, reversal, refund, debit YardJ .Client Page 5 of B Confidential Preparation Date: 9118120153:39 PM 4-23 or other fee imposed by a processing institution, correspondent bank, merchant bank or other institution In connection with the authorization, processing. and settlement of Client's WIPS Transactions from subsequent deposits to the corresponding bank account, Additional DUs included with productslmodules licensed in Exhibit.1 (Replacemont Schedule A: Fee Schedule): 1. pHA Property Management and. Accounting includes: l DU per 100 Units ImplementationlTraining Details: 1. Implememation/Traming- Client Is an existing Yardl client and has therefore requested that Yardi not be responsible for Implementation or training,. Client understands that if Yard! conducts Implementation or training at Client's request in the future, the charge Will be the then -current prevailing implementahonttraining rate, plus reasonable expenses, in accord with section 5(c) (On -Sites). Concession Details: 1. All annual concessions set forth in Exhibit I {Replacement Schedule A: Fee Schedule) are contingent upon Client maintaining the license count set forth in Exhibit 1 (Replacement Schedule A: Fee Schedule). If Client reduces the initial license count by mare than 10%, the concession shall be reduced In correlation to the license reduction.. For example, If Client reduces the Initial license count by 50%, the annual concessions set forth in Exhibit 1 (Replacement Schedule A: Fee Schedule) shall be reduced by 50%. Other Terms: 1. Client acknowledges that additional Units, DUs, and Licensed Programs [i.e., In addition to those Initially set forth In Exhibit 1 (Replacement Schedule A: Fee Schedule)] require. additional Fees at Yardia then -current, cumulative, CPI -increased base rate (which bass rate shall be annually CPI Increased upon invoicing approximately 60 days prior to each Anniversary Date) for the additional Units, DUs, or Licensed Programs at the time of Client's request. Subject to: (i) at least 5 business days prior written notice from Client; (it) Client's execution of an amendment to the Agreement; and (iii) subject to payment of additional Fees, Yardl will increase Cllemrs licensed maximumnumber of Designated Users or Units, 2. Yard! shall provide to Client temporary extension of CllenYs Voyager ASP license (a) for 6 -months from the Effective Date of the Addendum or (b) until Client's next Anniversary Date,. whichever comes sooner, If the temporary license extension is provided until Client's next Anniversary Date and is less than 6. months In duration, Client may request an additional extension to the Voyager ASP license, not to exceed a total of 6 months, upon payment of Client's Annual Fees for the subsequent year. Yardi Client Page 6 of 6 Confidential Preparation Date: 0/18/2015 3:39 PM 4-24