3 - AGREEMENT WITH YARDI SYSTEMS (2)

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EXHIBIT 1 YARD! SYSTEMS, INC, ADDENDUM TO APPLICATION HOSTING AND SOFTWARE LICENSE AGR'EEMIl BETWEEN YARDI SYSTEMS, INC. ("YARDP) AND HOUSING AUTH011 OF THE CITY OF SANTA ANA ("CLIENT") (this "Addendum") Addendum Effective Oslo: September 18, 2015 Yards Client Pin Number: 100033204 Yardl Order Number: 85341 Client and Yard! amend their Voyager Application Hosling and Sottwara License Agreement, dated July 27, 2009, and 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 dal llon shall be deleted and replaced with the fallowing definition: "Yardl Cloud" means the hardware, software, storage, firewalls. Intrusion detection devices, load balancing units, switches and other hardware that make up the Yardi Cloud. 3. All references to "Site" shall be deleted and replaced with "Yardl Cloud" as defined in motion 2 of this Addendum. 4, Section 8(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, 2016 (the "Initial Term') unless earlier terminated in accord with section 3(c) (Termination for Cause). Upon expiration of the Initial Term, this Agreement shall automatically renew for sucoesslvs 1 -year terms (each a "Renewal Term") unless a party provides written notice of non -renewal at least 30 days prior to explrailon of the then -current (Initial or Renewal) Term, The Inttlal Term and Renewal Terms) shall be collectively referred to as the "Term," 5. Section 3(b) (Termination for Convenience) of the Agreement Is deleted and replaced with the following: b. Termination for Convenience. After September 30, 2018, Client may terminate tFils Agreement without cause and for Its convenience upon 39 calendar days prior wrliten notlea. Upon a lerminallgn for convenience, Client shall promptly pay any Undlsputed Pees owed to Yardi as of the elfective data of Client's terminatlon, If Client terminates 1l Agreement pursuant to this section 3(b) (Terminallon for Convenience), Client shall not be entitled to a refund of any ll 6. The word "term" In the Agreement where context Indicates use of word "term" to mean contract durall©n shall now be capitalized 7. Section 7f a) (Total Hours Included) shall be deleted and replaced with the following: a, Total Hours Included. Client's annual application support allotment is spedfled in Exhibit 2 (Yard! SaaS Subscriptlon Sarvtces and Governance Schedule), Notwithsfanding Ile multi-year Term set forth in section 3(a) (Term), Client's annual Fees and Included annual appllcatlon support allotment apply for annuat periods ending on each Anniversary Date, 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 additional hours at Yardi's then -current prevailing application support rata at the time Clientneeds the hours. 8. Notwlthstanding the multi-year Term set 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 follawing 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 andlor other services offered, or to be offered, by Yardl; provided that no Cllent Data is Identifiable as originating from, or can be traoed back to, Client or a CIIent customer, tenant or resident In such aggregated form. ill, All references to "appitcalfon hosting,' "ASP," "ASP serv9ce," or "hcsting' shall be deleted and changed to Yard] Cloud Services or Sao$ Hosting defined as follows: "Yards Cloud Services" or 'SaaS Hosting" means installation, maintanance and service of the hardware and soriware comprising the Yards Cloud. Yardl ��"t;tlent ' gage 1 of 6 Confidential Preparation Date: 911812315 3,39 PM 3-28