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EXHIBIT 1
<br />APPLICATION 140$TING AND SOFTWARE LICENSE AGREEMENT
<br />Yardl Systems, no., a Cafafornle corporutlon headquartered st 430 South Fairview Avenue, Goleta, CA 93117 ("Yerdl"), and
<br />Housing Authoilty of tho City Of Santa Ana ("Gllent"}
<br />PC Box22030
<br />Banta Ana, CA 92702
<br />enter Into this agreement Including any schedules, axhlbits or other attachments (this "Agreement") effective as of the Effactiva Date
<br />[defined In eeodon 1 (definldons), baloyd.
<br />RECITAL
<br />Yardi hint
<br />with an as,
<br />eoalats i database. Cl enelldesir desires certain icense property
<br />Yofdi software via ccesseto aiidea grated SllacaCon software f [defineor use d In section(1 (deflnitlons},
<br />bslow} pursuant to this Agreement's terns,
<br />In consideration of their respective rights and ooligafions as set forth in this Agreement, the parties agree as follows:
<br />AGRI19ME°NT
<br />1. >aefrni�tlo s.,
<br />a, "Annlvervary tate" means the date that is 3s6 days
<br />lifer the Initiation Dale, end each anniversary thereafter of
<br />the date that Is 365 day -3 after 1ha Inifietion date, during this
<br />Agreement's Term,
<br />b, "Business Purposes" means management of
<br />Client's real property portfolio for accounidrg, property man.
<br />agamont and related buslnesa purposes.
<br />c. "Chant Esta" means the data that Cilent's Designat-
<br />ed Users transmit andler enter Into the database associated
<br />vAth the Licensed Programs In connection with Ihelr Use of
<br />ilia Licensed Programs pursuant to this Agreement,
<br />d. "Cltrax Doslgnated War" means a Designated User
<br />utilizing Cltdx products to access the Site, Llcerrsad Pro•
<br />grams, and/or Client Data for adminiatradvs purposes,
<br />e, "C}ogverable" moons any dolivorabie or Intellectual
<br />property delivered to Client as pari of Programming Services
<br />(defined In section 14 (Programming SWIM[)] or other
<br />services provided pursuant fo thls Agreement,
<br />€ "00atgnated User" means a Client employee or
<br />contractor designated by Client to acceaR the Site and Use
<br />the Licensed Programa for Business purposes,
<br />g. "EffectlVa Crate" means August 1, 2009
<br />h. `Foos" means the fees identified In Schedule A, and
<br />any other fees that may become due under this Agreement,
<br />I. 'Force MaJoure Event" means any avant beyond the
<br />reasonable control of the party affected by such event, In.
<br />cluding wilhout limitation fire, storm, weather, earii:quiske,
<br />explosion, casualty, strike, war, riot, civil disturbance, act of
<br />Clod, acts or omission of any third party, any alai® or national
<br />law, decree or ordinance, or any executive or Judicial order,
<br />which event neuses a party to delay or fad to perform under
<br />this Agreement.
<br />J. "ImaUa Storage" means Cilent Data file storage on
<br />To servers separate from the database server used to serve
<br />Chant Oats,
<br />1niilatlen Onto" means the data that is 2 weeks after
<br />the Effe�tive Dais,
<br />I. 'Llcsnsad Pragrame" means the software programs
<br />Idenfified In Schedule A,
<br />m. "Licensed programs Doeurrtanta;ton" means the
<br />usar manuals and documentation for the Licensed pro.
<br />grams,
<br />n, "Password' means the uinigpio user name and
<br />password assigned by Client to each Designated User as
<br />more fully described In section 0 (Lasers and Passwords),
<br />o "POCG" meena the paraon(0) Cllbnildendfies to Yerdl
<br />as palnis of cantaol for oppiloailon support services and
<br />other account management purposes..
<br />P, "Site" means Yardl's site on the Internal at which
<br />Yard) hosts the Licensed Programs and Client Data,
<br />q. °Saftteare Error" moans a reproducible failure of the
<br />L}consed Programs to materially perform as specified In die
<br />Licensed Programs Documentation,
<br />r. "Undisputed Fees" meane all Fees duo from Client
<br />under this Agreamont whlah Client deos not reasonably and
<br />in good faith dispute - and provide 11otice of such dispute In
<br />accord with section •16(f) (Nodeas) - within 30 days of In.
<br />voice,
<br />a. "Usrr" means authorized access to the sits and use
<br />of the Lloonsed Programs and Licensed Programs Docu,
<br />montation by Client's Designated Users solely for Clfent's
<br />Business Purposes.
<br />nr G�atRoetro2, 14e�
<br />a, Ll"nsss. Yardi tacnt$ t,ojrG$toaSnoen-
<br />exclusive,
<br />non iransfembfs (except as expressly provided in this
<br />Agreement). Limited ficense for Gllent"s Cleeipihated Users to
<br />access the Site and Lha the Licensed t'rawrams and Ll�
<br />oansed Programs Daoumantailon (which Yardi shall provide
<br />In electronic format) for Client's Business Purposes,
<br />b, Restrictions. Client may only exercise the license
<br />grantor( In section 2(a) (Licenses) through Its Designated
<br />Users, Client may not rent, [ease, sail, transfer (by subli•
<br />cense, assignment or otherwise oxcept as expressly pro -
<br />Yard —2 ---Client
<br />Nk—, CorZfJ entlas
<br />Praperatlon Date: July 23, 2000 7:22 AM
<br />3-11
<br />
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