3 - AGREEMENT WITH YARDI SYSTEMS (2)

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EXHIBIT 1 1. SCOPE OF SERVICES The Scope of Services for Consultant shall be to provide the software licenses and related services in accordance with the terms of the Original Agreement set forth in Exhibit A (as those terms have been modified by the parties from time -to -time) for the upcoming annual period. 2. COMPENSATION a. The Authority agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit C, Fee Schedule, attached herewith and incorporated herein by reference. The total sutra to be expended under this Agreement shall not exceed Sixty Thousand Dollars ($60,000.00) during the Tern of this Agreement. b. Payment by Authority shall be made in accordance with the terms and conditions of the Original Agreement, as amended herein. 3. TERM This Agreement shall commence on the date first written above and terminate on September 30, 2019, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Authority. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the Authority to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE - RESERVED Due to the nature of the services provided hereunder, insurance is not required. 6. INDEMNIFICATION Each party agrees to and shall indemnify and hold harmless the other party, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for damages, just compensation, restitution, judicial or equitable relief arising out of third party claims for personal bodily injury, including health, and claims for tangible property damage, which may arise from the direct or indirect operations of the indemnifying party or its contractors, subcontractors, agents, employees, or other persons acting on their behalf; and (2) 3-4