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CONSULTANT AGREEMENT <br />BETWEEN THE HOUSING AUTHORITY <br />OF THE CITY OF SANTA ANA AND <br />HAPPY SOFTWARE LLC, AN MRI SOFTWARE LLC COMPANY <br />THIS AGREEMENT, made and entered into this 1st day of June, 2021 (“Commencement Date”), by and <br />between Happy Software LLC, an MRI Software LLC Company, a limited liability company (hereinafter <br />“Consultant”), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic <br />(hereinafter “Authority”). <br />RECITALS <br />A.On March 1, 2021, the Authority issued a Request for Proposals (RFP #21-031) for Housing Authority <br />Management Software from professional public housing authority housing software providers to provide <br />housing management software services. <br />B.Consultant represents that Consultant is able and willing to provide such software services to the <br />Authority subject to the terms of this Agreement and the terms of the SaaS Subscription Agreement <br />attached as Exhibit A and incorporated by reference into this Agreement. <br />C.In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its <br />field and that any services performed by Consultant under this Agreement will be performed in <br />compliance with such standards as may reasonably be expected from a professional consulting firm in <br />the field. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and <br />conditions hereinafter set forth, the parties agree as follows: <br />1.SCOPE OF SERVICES <br />Consultant shall provide the software licenses and related services in accordance with the terms set forth <br />in Exhibits A and B and C (as those terms are modified by the parties in writing from time-to-time). <br />2.COMPENSATION <br />a. The Authority agrees to pay, and Consultant agrees to accept as total payment for its services, the rates <br />and charges identified in Exhibit B and C. The total sum to be expended during the Term of this Agreement shall <br />not exceed two hundred thousand dollars ($200,000.00) as outlined in the Order Document and Statement of <br />Work attached hereto as Exhibits B and C. Consultant may, at any time after the first twelve (12) months of the <br />Commencement Date listed above, and in its sole discretion modify the fees upon ninety (90) calendar days prior <br />written notice to Client. Notwithstanding the foregoing, the Fees shall not increase in each subsequent twelve (12) <br />month period by more than the greater of (i) five percent (5%); or (ii) the increase in the US Bureau of Labor <br />Statistics Consumer Price Index (CPI-U) for the most recent year. A twelve (12) month period commences on <br />the anniversary of the Commencement Date. For purposes of this notice, email or first-class mail will suffice. <br />Fees are exclusive of, and Client is responsible for, shipping costs. <br />b.Payment by Authority shall be made within thirty (30) days following receipt of proper invoice <br />evidencing work performed, subject to Authority accounting procedures, unless otherwise agreed in writing. <br />EXHIBIT 2