5 - AGREEMENT WITH YARDI_2020-02-04

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EXHIBIT 2 SCHEDULE E Yardl SaaS Subscription Services and Governance Schedule Server Management Yardi will provide server management for Yardi Cloud servers running the Voyager Licensed Programs per the following guidelines 1. All Yard[ Cloud servers are virtualized; 2. Yardl will allocate to Client the resources required to maintain and deliver the Voyager Licensed Program in accord with the terms of paragraphs 2 (Data and File Management) and 4 (Licensed Programs Support and Governance of Use) below; 3. All Voyager Licensed Programs production servers are configured for high availability with redundancy within the Yardi Cloud; 4. Non -production servers are not configured for high availability; 5. Yardl will provide the following managed services as they relate to the Yardi Cloud: a. Installation, maintenance (Microsoft patches and upgrades) and licensing of Microsoft Operating System; b. Installation, maintenance (Microsoft patches and upgrades) and licensing of Microsoft SOL Server, c. Installation, maintenance (Yards patches and upgrades) for the Licensed Programs; d. Installation, maintenance (vendor patches and upgrades) and licensing of security and anti -virus software; e. Installation, maintenance (vendor patches and upgrades) and licensing of monitoring software; and 6. Yards reserves the right to upgrade the Yards Cloud (both the physical and virtual aspects) upon notice to Client where, in Yardi's reasonable discretion, the upgrade is necessary to keep the Yards Cloud secure and technically Industry standard. Data and File Management Yardi will provide Voyager Licensed Program data and file management services per the following guidelines. 1. Yardi will provide Client one live and one test database for the Voyager Licensed Program. 2. Yards will provide up to 1T6 of Voyager Licensed Program Combined Storage (defined below) at no additional charge. Client may purchase additional Voyager Licensed Program Combined Storage at Yardi's then -current prevailing rate at the time of Client's re- quest. "Combined Storage" means: a. Voyager Licensed Program Client Data file storage on Voyager Licensed Program file servers; and b. Voyager Licensed Program Client Data storage held within database servers and utilized by the Voyager Licensed Program, 3. Voyager Licensed Program production database backup files will be maintained for 14 days on a server accessible by Client via secure transfer server from which Client may retrieve the Voyager Licensed Program database backups at any time; and. 4. Voyager Licensed Program production data will be replicated in near -real -lime both locally within the Voyager Licensed Program production data center, as well as to a separate, Voyager Licensed Program off -site disaster recovery location. Client Access Yardi will allow Client access to the Yardi Cloud via the following methods. 1. Via Internet URL to access and operate the Voyager Licensed Program Licensed Programs. 2. Via remote access the following, depending on operating requirements: a. The Voyager Licensed Program's ' reports path for management of the Voyager Licensed Program support riles; b. A Voyager Licensed Program database -level query tool; c. Voyager Licensed Program Client -server -based system administration toots provided by Yardi. Licensed Programs Support and Governance of Use Yardi will provide consulting and technical support for the Voyager Licensed Program per the following guidelines. 1. Implementation, consulting and support of the Voyager Licensed Program and the Voyager Licensed Program deployed components, where applicable; 2. Yardi will periodically make available to Client (at no additional cost to Client) updates, upgrades and current versions of the Voyager Licensed Program which will include corrections, enhancements, and/or improvements. Client reserves the right to refuse updates and upgrades of the Voyager Licensed Program; provided, however, that Yards reserves the right to cease application support services for versions of the Voyager Licensed Program more than 2 years older than the latest version of the Voyager Licensed Program generally released to Yardi's clients. Annual Fees Include Client's annual Fees Include access to the Yardi Cloud, Voyager Licensed Program, Voyager Licensed Program updateslupgrades, and one application support hour per $1,000.00 of Client's annual Fees. Clients installing the Voyager Licensed Program for the first time shall receive 35 additional application support hours for the first year only (i.e., until Client's first Anniversary Date) at no additional charge. Yardi will debit all application support services (in'/. -hour increments with a %-hour minimum) against Client's above -noted Voyager Licensed Program application support allotment except when related to a Software Error. "Software Error" means a reproducible failure of the Voyager Licensed Program to materially perform as specified in the Voyager Licensed Program Documentation. Client acknowledges that data preparation and post conversion data clean-up Is inherent In any data conversion, and such additional efforts associated with a Client data conversion — If performed by Yards — will be debited against Client's application support service allotment. Notwithstanding the multi -year Term set forth in the Agreement, Client's annual Fees and included annual application support allotment apply for annual periods ending on each Anniversary Dale, 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 rate at the time Client needs the hours. Page 9 of 11 Confidential Preparation Date: January 6, 2020 5:03 PM 5-40