3 - AGREEMENT WITH YARDI SYSTEMS (2)

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EXHIBIT 1 EXHIBIT 2 Yaratl Sa&S Subsorfpdon Services and Governance Sohedule Yardl Claud and Client Access Yard] will allow Client access to the Yardi Cloud via the following methods. I. Via Intemet URL to access and operate the licensed Programs. 2, Via remote desktop to access the following, depending on operating requirements: a. The Lloansed Programs' reports path for management of the Licensed Programs support files; b. A dafabaso-level query tool; Q. 12eporting-wriUng software, If applicable (third -party software licensing not included); d. Cllentserver•based system administration tools provided by Yardl. Yardl Cloud Services Yard[ will provide the following Yardi Cloud Services as they Wats to the Yardl Cloud: I . Installation, maintenance (deployment of Microsoft patches and upgrades) and licensing of M[eroscft Operating System; 7, Installation, ma]ntenenoO (deployment of MiorosoR patches and upgrades) and licensing of Microsoft 5gLServer; 3 Insta[fation, maintenance (deployment of Yard[ patches and upgrades) and licensing of the Licensed Programs Yardi Cloud Data and File Management Yardl will provide data and file management services per the following guldellnes. i. Yardl will provide Client one live and one test databaso for the Licensed Programs. Client may purchase additional databases or webshares at Yardl's then -current prevailing rate for additional databases or webehores at the time of Client's request. 2. Yardi will provide up to ITS of Combined Storage at no additional charge. "Combined Storage" means, (1) Citant Hata file storage on file servers separate from the database server used to serve Client Data; (ii) Client Data storage held within database servers and utilized by the Licensed Programs; and (ill) any other digital storage required by Client's Use of the Yardl Claud and Licensed Programs In accord with this Agreement. Client may purchase additional Combined Storage at Yardl's then -current prevailing rate for add]Ilonal Combined Storage at the time of Client's request. 3. Subject to Force Majeure Events, Yard] will execute 4. Nightly backups of Olen is live database to a backup server; b. Nightly backups of Cllent's live database and the reports path to a backup server; and o. Near -real-time replleation of the database and default path to a separate, off-sfte disaster recovery location. 4. Database backup files wll! be maintained for 14 days an a server accessible by Client via secure transfer server (i.e., at any given time, the last 14 nightly database backups will be on the secure transfer server) from which Cilanl may retrieve the dateless backups of any time. Licensed Programs Support and Governance of Use Yardi will provide consulting and technical support for the Licensed Programs per the foliowing guidelines, 1. Implementallon, consulting and support of the Licensed Programs and the Licensed Programs' deployed components, where applicable; 2. Yardi wN periodically make available to Client (at no edd]lloral cost to Client) updates, upgrades and current versions of the Licensed Programs which will Include corrections, enhancements, and/or Improvements. Cllent reserves the right to refuse updates and upgrades of the Licensed Programs; provided, however, that Yordl reserves the right to cease applicatlon support services for versions at the Licensed Programs more than 2 years older than the latest verslon of the Licensed Programs generally released to Yardrs clients. Annual Pass Include Client's Annual Fees Include access to the Yardi Cloud, Licensed Programs license Fees, Licensed Programs updates/upgrades, up to 3 Remote ,Administrative DUs (dafilned below), and 98 Licenser! Programs application support hours/year. Yardl will debit all applicaticn support services (in'!, -hour increments with a'1 -hour minimum) against Client's above-noiad appllzaticn support aliotment except when related to a Software Error. "Software Error' means a reproducible failure of the Licensad Programs to mateflaily perform as specified in the Licensed Programs Documentation, Client acknowledges that data preparation and post conversion date clean-up Is Inherent In any data conversion, and such additional efforts associated with a Client data conversion – if performed by Yardi will be debited against Cllenl's application support service allotment. Notwithstanding the multi-year Term set forth In section 3(a) (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 periods, If Client needs additional application support hours at any lima, Client may purchase additional hours at Yardl's then -current prava`€ling application support rate at the Jima Client needs the hours "Remote Admin"ative DU' means a Designated User utlilztrg remote access technology to access the Yardi Cloud, Licensed Programs, and/or Client Oala for system administrative purposes on behalf of Client. Yardl's Remote Administrative DU charge Fee Is Slat)/clhange. Yardi 12— Client Page 4 of f Confidentlal Preparation Crate: 9/18/2015 3:39 PM 3-31