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APPLICATION HOSTING AND SOFTWARE LICENSE AGREEMENT Yardl Systems, Inc., a California corporation headquartered at 430 South Fairview Avenue, Goleta, CA 93117 ( "Yardl "), and Housing Authority of the City of Santa Ana ( "Client") PO Box. 22030 Santa Ana, CA 82702 enter Into this agreement Including any schedules, exhibits or other attachments (this 'Agreement ") effective as of the Effective Date (defined in section 1 (definitions), below]. RECITAL Yardl has developed certain real property and asset management application software for use in conjunction with an as- sociated database. Client desires to license certain Yardi software via access to a designated Site [defined In section i (definitions), below) pursuant to this Agreement's terns. In consideration of their respective rights and obligations as set forth In this Agreement, the parties agree as follows: AGREEMENT 1. t?eflnitions. a. "Anniversary Date" means the date that is 365 days after the Initiation Date, and each anniversary thereafter of the date that Is 365 days after the Initiation Date, during this Agreement's Term. b, "Business Purposes" means management of Client's real property portfolio for accounting, property man- agement and related business purposes. c. "Client Data" means the data that Client's Designat- ed Users transmit and /or enter into the database associated with the Licensed Programs in connection with their Use of the Licensed Programs pursuant to this Agreement. d. "Citrix Designated User" means a Designated User utilizing Citnx products to access the Site, Licensed Pro- grams, and /or Client Data for administrative purposes, e. "Deliverable" means any deliverable or intellectual property delivered to Client as part of Programming Services [defined in section 14 (Programming Services)] or other services provided pursuant to this Agreement. f. "Designated User" means a Client employee or contractor designated by Client to access the Site and Use the Licensed Programs for Business Purposes. g. "Effective Date" means August 1, 2000. h. "Fees" means the fees Identified in Schedule A, and any other fees that may become due under this Agreement. I. "Force Majeure Event" means any event beyond the reasonable control of the party affected by such event, in- cluding without limitation fire, storm, weather, earthquake, explosion, casualty, strike, war, riot, civil disturbance, act of God, acts or omission of any third party, any state or national law, decree or ordinance, or any executive or Judicial order, which event causes a party to delay or fall to perform under this Agreement. J. "Image Storage' means Client Data file storage on file servers separate from the database server used to serve Client Data. the Effective Date. 1. "Licensed Programs" means the software programs Identified In Schedule A. m. "Licensed Programs Documentation" means the user manuals and documentation for the Licensed Pro- grams. n. "Password" means the unique user name and password assigned by Client to each Designated User as more fully described in section 6 (Users and Passwords). o. "PCCs" means the person(s) Client identifies to Yardl as points of contact for application support services and other account management purposes.. p. "Site" means Yardi's site on the Internet at which Yard! hosts the Licensed Programs and Client Data. q. "Software Error" means a reproducible failure of the Licensed Programs to materially perform as specified in the Licensed Programs Documentation. r. 'Undisputed Fees" means all Fees due from Client under this Agreement which Client does not reasonably and in good faith dispute - and provide notice of such dispute in accord with section 18(0 (Notices) - within 30 days of In- voice. s. "Use" means authorized access to the Site and use of the Licensed Programs and Licensed Programs Docu- mentation by Client's Designated Users solely for Client's Business Purposes. 2. License Grant: Restrictiona: Access to Site. a. Licenses. Yards grants to Client a non - exclusive, non - transferable (except as expressly provided in this Agreement), limited license for Client's Designated Users to access the Site and Use the Licensed Programs and Li- censed Programs Documentation (which Yard! shall provide in electronic format) for Client's Business Purposes. b. Restrictions. Client may only exercise the license granted in section 2(a) (Licenses) through Its Designated Users. Client may not rent, lease, sell, transfer (by sub" - "Initiation Date" means the date that is 2 weeks after canse, assignment or otherwise except as expressly pro- Yards s �� Client 1 a Confitfentiat Preparation Date: July 23, 2009 7:22 AM