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EXHIBIT 2
<br />SAAS SUBSCRIPTION AGRIMMENT
<br />Yards Systems, Inc., a California corporation headquartered at 430 South Fairview Avenue, Goleta, CA 93117 ('Yards"), and
<br />Housing Authority of the City of Santa Ana ("Client")
<br />20 Civic Center Plaza, FI 2
<br />Santa Ana, CA 92701
<br />enter Into this agreement including any schedules, exhibits or other attachments (this "Agreement") effective as of the Effective Date (defined
<br />In section 1 (Definitions), below].
<br />RECITAL
<br />Yards has developed certain application software for use by its clients In the real property and asset management Industry. Yardi
<br />application software is available only in the Yardi Cloud [defined In section 1 (Definitions), below]. Client desires to access the Yardl Cloud to
<br />use such Yardi software pursuant to this Agreement's terms.
<br />In consideration of their respective rights and obligations as set forth in this Agreement, the parties agree as follows:
<br />AGREEMENT
<br />1. Definitions.
<br />a. "Anniversary Date" means the date that is 365 days after
<br />the Initiation Dale, and each anniversary thereafter of the date that
<br />Is 365 days after the Initiation Date, during this Agreement's Term.
<br />b. "Business Purposes" means accessing the Yardi Cloud to
<br />use the Licensed Programs and Yardi Cloud Services for Client's
<br />property management and accounting, and related business pur-
<br />poses.
<br />c. "Client Data" means the data that Designated Users trans-
<br />mit and/or enter into the database provided as part of the Yardi
<br />Cloud in connection with their Use of the Licensed Programs pur-
<br />suant to this Agreement.
<br />d. "Contractor" means a contractor who: (1) has an Inde-
<br />pendent Consultant Network License Agreement with Yardi; and
<br />(I!) is a current member in good standing of Yardi's Independent
<br />Consultant Network.
<br />e. "Deliverable" means any deliverable or intellectual prop-
<br />erty delivered to Client as part of Programming Services (defined
<br />In section 14 (Programming Services)) or other services provided
<br />pursuant to this Agreement
<br />f. "Designated User" or "DU" means a Client employee or
<br />Contractor designated by Client to access the Yardi Cloud and Use
<br />the Yardi Cloud Services and Licensed Programs for Business Pur-
<br />poses.
<br />g. "Effective Date" means the date of the last party signature
<br />on this Agreement.
<br />h. 'Fees" means the fees identified in Schedule A (Fee
<br />Schedule), and any other fees that may become due under this
<br />Agreement.
<br />i. "Force Majeure Event" means any event beyond the rea-
<br />sonable control of the party affected by such event, including with-
<br />out limitation fire, storm, weather, earthquake, explosion, casualty,
<br />strike, war, riot, civil disturbance, act of God, acts or omission of
<br />any third party, any state or national law, decree or ordinance, or
<br />any executive or judicial order, which event causes a party to delay
<br />or fail to perform under this Agreement.
<br />J. "initiation Date" means October 1, 2019.
<br />It. "Licensed Programs" means the software program(s)
<br />Identified in Schedule A (Fee Schedule).
<br />I. 'Licensed Programs Documentation" means the user
<br />manuals and documentation for the Licensed Programs.
<br />m. "Password' means the unique user name and password
<br />assigned by Client to each Designated User as more fully de-
<br />scribed in section 6 (Users and Passwords).
<br />n. 'POC(s)" means the person(s) Client Identifies to Yard! as
<br />point(s) of contact for application support services and other ac-
<br />count management purposes.
<br />o. "Undisputed Fees" means all Fees due from Client under
<br />this Agreement which Client does not reasonably and in good faith
<br />dispute - and provide notice of such dispute in accord with section
<br />18(0 (Notices) - within 30 days of invoice.
<br />P. 'Use" means authorized access to the licensed software in
<br />the Yardi Cloud and use of the Licensed Programs and Licensed
<br />Programs Documentation by Designated Users solely for Business
<br />Purposes.
<br />q, 'Yardi Cloud" means the hardware, software, storage, fire -
<br />walls, intrusion detection devices, load balancing units, switches
<br />and other hardware that make up the Yardi Cloud.
<br />r. "Yardl Cloud Services' means installation, maintenance
<br />and service of the hardware and software comprising the Yard!
<br />Cloud.
<br />2. License Grant: Restrictions: Access to Yards Cloud.
<br />a. Licenses. Yardi grants to Client a non-exclusive, non-
<br />transferable (except as expressly provided in this Agreement), lim-
<br />ited license for Designated Users to: (i) access the Yardi Cloud and
<br />Use the Licensed Programs and Yardi Cloud Services solely for
<br />Business Purposes; and (il) access the Licensed Programs Docu-
<br />mentation and other content on Yardi's Client Central website
<br />solely for Business Purposes and subject to the terms of use then -
<br />presented on Client Central.
<br />b. Restrictions. Client may only exercise the license granted
<br />In section 2(a) (Licenses) through its Designated Users. Client may
<br />not rent, lease, sell, transfer (by sublicense, assignment or other-
<br />wise except as expressly provided by this Agreement), time share,
<br />modify, reproduce, copy, make derivative works from, distribute,
<br />publish, use to provide service bureau services, or publicly display
<br />the Licensed Programs. Client may only Use the Licensed Pro-
<br />grams for Business Purposes. Client may not reverse engineer, de -
<br />compile or otherwise attempt to discover the source code for the
<br />Licensed Programs. Client may not permit any person or entity to
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<br />Confidential
<br />Preparation Data: January 6, 2020 5:03 PM
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