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APPLICATION HOSTING AND SOFTWARE LICENSE AGREEMENT
<br />Yards Systems, Inc,, a California corporation headquartered at 430 South Fairview Avenue, Goleta, CA 93117 ( 'Yardl'), and
<br />Housing Authority of the City of Santa Ana ("Client")
<br />PO Box 22030
<br />Santa Ana, CA 92702
<br />enter Into this agreement Including any schedules, exhibits or other attachments (this 'Agreement') effective as of The Effective Date
<br />(defined in Section I (definitions), below].
<br />RECITAL
<br />Yardl has developed certain real property and asset management application software for use in conjunction with an as-
<br />sociated database. Client desires to license certain Yard! software via access to a designated Site [defined in section I (definitions),
<br />below) 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 />a. 'Anniversary Date" means the date that Is 365 days
<br />after the Initiation Date, and each anniversary thereafter of
<br />the date that Is 365 days after the Initiation Date, during this
<br />Agreement's Term,
<br />b. 'Business Purposes' means management of
<br />Client's real property portfolio for accounting, prop" man-
<br />agement and related business purposes,
<br />c. 'Client Data" means the data that Client's Designat-
<br />ed Users transmit and/or enter Into the database associated
<br />with the Licensed Programs in connection with their Use of
<br />the Licensed Programs pursuant to this Agreement.
<br />d. "Citrix Designated User" means a Designated User
<br />utilizing CInix products to access the Site, Licensed Pro-
<br />grams, and/or Client Data for administrative purposes,
<br />a, "Deliverable" means any deliverable or intellectual
<br />property delivered to Client as pail of Programming Services
<br />[defined In section 14 (Programming Services)] or other
<br />services provided pursuant to this Agreement,
<br />f. "Designated User' means a Client employee or
<br />contractor designated by Client to access the Site and Use
<br />the Licensed Programs for Business Purposes,
<br />g. 'Effective Date" means August 1, 2009,
<br />h, 'Fees' means the fees identified in Schedule A, and
<br />any other fees that may become due under this Agreement.
<br />1. "Force Majours Event" means any event beyond the
<br />reasonable control of the party affected by such event, in-
<br />cluding without limitation fire, storm, weather, earthquake,
<br />explosion, casualty, strike, war, riot, civil disturbance, act of
<br />God, acts or omission of any third party, any state or national
<br />law, decree or ordinance, or any executive or judicial order,
<br />which event causes a party to delay or fall to perform under
<br />this Agreement,
<br />j. 'Image Storage' means Client Data file storage on
<br />file servers separate from the database server used to Serve
<br />Client Data.
<br />r. 'Undisputed Fees" means all Fees due from Client
<br />under this Agreement which Client does not reasonably and
<br />in good faith dispute - and provide notice of such dispute in
<br />accord with section 18(f) (Notices) - within 30 days of in-
<br />voice.
<br />s, "Use' means authorized access to the Site and use
<br />of the Licensed Programs and Licensed Programs Docu-
<br />mentation by Client's Designated Users solely for Client's
<br />Business Purposes,
<br />2.
<br />a. Licenses. Yardl grants to Client a non-exclusive,
<br />non-transferable (except as expressly provided In this
<br />Agreement), limited license for Client's Designated Users to
<br />access the Site and Use the Licensed Programs and Li-
<br />censed Programs Documentation (which Yard! shall provide
<br />in electronic format) for Client's Business Purposes,
<br />b. Restrictions, Client may only exercise the license
<br />granted In section 2(a) (Licenses) through its Designated
<br />Users. Client may not rent, lease, sell, transfer (by subll-
<br />"Initiation Date" means the date that Is 2 weeks after conse, assignment or otherwise except as expressly pro-
<br />Yardi
<br />Client
<br />Co�*nflonilal
<br />Preparation Date: July 23, 2009 7:22 AM
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