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Home My WebLink About FULL_AGENDA_2020-02-04HOUSING AUTHORITY REGULAR MEETING AGENDA FEBRUARY 4, 2020 CITY COUNCIL CHAMBER 22 Civic Center Plaza Santa Ana, California 5:45 p.m. (Immediately following the City Council Closed Session Meeting) Vicente Sarmiento Authority Member - Ward 1 V Sarmientoksants-ana. org Jose Solorio Authority Member - Ward 3 JSolorio(tu;s antes-ana. org Juan Villegas Chair Pro Tern - Ward 5 JVillegasn santa-ana.org Miguel A. Pulido Chairperson AuthorityMember telephone: 714-647-6900 Agenda Item Inquiries: 714-647-6520 David Penaloza Authority Member - Ward 2 DPenalozaksanta-ana.org Phil Bacerra Authority Member - Ward 4 PBacerraksanta-ana.org Cecilia Iglesias Authority Member — Ward 6 CIglesiaskSanta-ana. org Sonia R. Carvalho Steven A. Mendoza Daisy Gomez Authority General Counsel Executive Director Recording Secretary • NOTE. Hyou need specialassistance toparticipatein this Councilmeeting,please contactMichael Ortiz, CityADAProgram (� Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable �.J arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.102] Basic Housing Authority Meeting Information Five -Year Strategic Plan (2014-2019) Detailed information at: http://www.santa-ana.org/strategic-planning/ Vision, Mission and Guiding Principles - The City of Santa Ana is committed to achieving a shared vision for the organization and its community. The vision, mission and guiding principles (values) are the result of a thoughtful and inclusive process designed to set the City and organization on a course that meets the challenges of today and tomorrow. Vision - The dynamic center of Orange County which is acclaimed for our: -Investment in youth -Safe and healthy community -Neighborhood pride -Thriving economic climate -Enriched and diverse culture -Quality government services Mission - To deliver efficient public services in partnership with our community which ensures public safety, a prosperous economic environment, opportunities for our youth, and a high quality of life for residents." Guiding Principles -Collaboration -Efficiency -Equity -Excellence -Fiscal Responsibility -Innovation -Transparency Strategic Plan Goals/Objectives/Strategies: Goal 1 - Community Safety Goal 2 - Youth, Education, Recreation Goal 3 - Economic Development Goal 4 - City Financial Stability Goal 5 - Community Health, Livability, Engagement & Sustainability Goal 6 - Community Facilities & Infrastructure Goal 7 - Team Santa Ana Code of Ethics and Conduct - The people of the City of Santa Ana, at an election held on February 5, 2008, approved an amendment to the City Charter which established the Code of Ethics and Conduct for elected officials and members of appointed boards, commissions, and committees to assure public confidence. A copy of the City's Code can be found on the Clerk of the Council's webpage. The following are the core values expressed: Integrity • Honesty • Responsibility • Fairness • Accountability • Respect • Efficiency Agenda Information - The agenda descriptions provide the public with a general summary of the items of business to be considered by the Authority. The Authority is not limited in any way by the "Recommended Action" and may take any action which the Authority deems to be appropriate on an agenda item. Except as otherwise provided by law, no action shall be taken on any item not listed on the agenda. Public Comments/Public Input - Pursuant to Government Code Sec. 54954.3, the public may address the Housing Authority and any other legislative body scheduled to meet on same day and time on any and all matters within the City of Santa Ana's jurisdiction. At the discretion of the Chair, at the first Public Comment portion of the meeting, all comments may be considered jointly. The public will be given the opportunity to speak on any and all matters contained on any of the Consent Calendar and Business Calendar items and/or on issues of public interest within the jurisdiction of the City. For public hearings, members of the public shall be given three (3) minutes for each duly noticed hearing (unless the matter is continued prior to taking public testimony). All requests to speak shall be submitted in writing to the Clerk of the Council at the beginning of the meeting and before Public Comments begin. Speaker forms will be available at the meeting. REQUESTS TO SPEAK SHALL NOT BE ACCEPTED AFTER THE PUBLIC COMMENT SESSION BEGINS WITHOUT PERMISSION OF THE CHAIR. When speaking, all persons addressing the Legislative Body shall follow the rules of decorum as detailed on the back of the speaker form. The presiding officer shall have the power and responsibility to enforce decorum and order of the meeting as set forth in Section 2-104(c) of the Santa Ana Municipal Code. Consent Calendar - All matters listed under the Consent Calendar are considered to be routine by the Housing Authority and will be enacted by one motion without discussion unless a member of the Authority "pulls" an item(s) from the consent calendar for a separate vote. Senate Bill 343 - As required by Senate Bill 343, any non -confidential writings or documents provided to a majority of the Housing Authority members regarding any item on this agenda will be made available for public inspection in the Clerk of the Council Office during normal business hours. Agenda & Minutes - Staff reports and documents relating to each agenda item are on file in the Office of the Clerk of the Council and are available for public inspection during regular business hours, 8:00 a.m. — 5:00 p.m., Monday through Thursday and alternate Fridays. The Clerk's office is located in City Hall, 20 Civic Center Plaza, Room 809, Santa Ana, California, (714) 647-6520. Authority meeting agendas, staff reports, and Minutes are available the Friday before an Authority meeting at the following website address: www.santa-ana.orq Televised Meeting Schedule - All regular meetings will be televised and available for viewing on the City's cable channel. Meetings held in the Council Chamber or other designated locations which are televised live on CTV3 Time Warner Cable will be cablecast Mondays at 6:00 p.m., Tuesdays immediately following the meeting at 9:00 a.m., Wednesdays at 6:00 p.m., and Sundays at 1:00 p.m. Meetings held in locations that do not have a live cable feed will be videotaped and shown on CTV3 the day after the meeting. DVD copies of the meetings for loan will be available for public circulation at the Santa Ana Main Library the day after a meeting. HOUSING AUTHORITY AGENDA 2 FEBRUARY 4, 2020 2. 3. 4. CITY OF SANTANA HOUSING AUTHORITY REGULAR MEETING FEBRUARY 4, 2020 CALL TO ORDER CHAIRPERSON PULIDO HOUSING AUTHORITY BOARD MEMBERS: B A C E RRA, IGLESLAS, PENALOZA, SARMIENTO, S O L O RI O, VIL T.EGAS Executive Director, Authority General Counsel, Recording Secretary PUBLIC COMMENT ON AGENDA ITEMS AND ITEMS OF PUBLIC INTEREST (Refer to page 2 "Public Input" for description.) CONSENT CALENDAR RECOMMENDED ACTION Approve staff recommendation on Consent Calendar Items 1 through 3. SPECIAL MEETING MINUTES OF JANUARY 21, 2020 {STRATEGIC PLAN NO. 5, 11 RECOMMENDEDACTION.- EXCUSED ABSENCES RECOMMENDEDACTION.- Approve Minutes. Excuse absent Housing Authority Member(s). RECEIVE AND FILE QUARTERLY REPORT FOR HOUSING CHOICE VOUCHER PROGRAM OCTOBER 2019 TO DECEMBER 2019 {STRATEGIC PLAN NO. 5, 31 RECOMMENDEDACTION.• Receive and file the Quarterly Report for the Housing Choice Voucher Program for the period of October 2019 to December 2019. *** END OF CONSENT CALENDAR *** BUSINESS CALENDAR ADOPT RESOLUTION ESTABLISHING EXECUTIVE DIRECTOR'S CONTRACT AUTHORITY UP TO $50,000 FOR THE HOUSING AUTHORITY {STRATEGIC PLAN NO. 5, 11 RECOMMENDEDACTION.• Adopt a resolution establishing the authority of the Executive Director to execute contracts in an amount not to exceed $50,000, thus mirroring the 2019 approved limits of the City Manager. HOUSING AUTHORITY AGENDA 3 FEBRUARY 4, 2020 5. APPROVE AN AGREEMENT WITH YARDI SYSTEMS, INC. FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE {STRATEGIC PLAN NO. 4, 11 RECOMMENDEDACTION: Authorize the Executive Director of the Housing Authority and the Recording Secretary to execute an agreement with Yardi Systems, Inc. to provide housing management software services beginning February 4, 2020 and expiring September 30, 2020, with provisions for two (2), one-year extensions exercisable by the Executive Director and Authority General Counsel, in an amount not to exceed $60,000 annually, for a total amount not to exceed $180,000 over a three-year period, subject to non -substantive changes approved by the Executive Director of the Housing Authority and Authority General Counsel. *** END OF BUSINESS CALENDAR *** COMMENTS 6. HOUSING AUTHORITY MEMBER COMMENTS AT THIS TIME Housing Authority members may comment on non -agenda matters and ask questions of or give directions to staff. NO action may be taken on non -agenda items unless authorized by law. ADJOURNMENT HOUSING AUTHORITY AGENDA 4 FEBRUARY 4, 2020 DRAFT MINUTES OF THE REGULAR MEETING OF THE HOUSING AUTHORITY AGENCY SANTA ANA, CALIFORNIA January 21, 2020 HOUSING AUTHORITY SPECIAL MEETING - JANUARY 21, 2020 CALL TO ORDER - CHAIRPERSON PULIDO COUNCILMEMBERS Present: Mayor Pulido Mayor Pro Tern Villegas Councilmember Iglesias Councilmember Penaloza Councilmember Solorio Councilmember Bacerra COUNCILMEMBERS Absent: Councilmember Sarmiento STAFF Present: Mayor Pulido called the Housing Authority session meeting on January 22, 2020, at 12:10 a.m. HOUSING AUTHORITY BOARD MEMBERS: BACERRA, IGLESIAS, PENALOZA, SARMIENTO, SOLORIO, VILLEGAS PUBLIC COMMENT ON AGENDA ITEMS AND ITEMS OF PUBLIC INTEREST (Refer to page 2 "Public Input" for description.) CONSENT CALENDAR MOTION: Approve staff recommendation on Consent Calendar Items 1 through 3. 1. MEETING MINUTES OF DECEMBER 3, 2019 {STRATEGIC PLAN NO. 5, 11 2. SPECIAL MEETING MINUTES OF DECEMBER 17, 2019 {STRATEGIC PLAN NO. 5, 1) 3. EXCUSED ABSENCES Excuse Housing Authority Member Sarmiento. 1-1 *** END OF CONSENT CALENDAR *** Motion to approve recommendation Approve staff recommendation on Consent Calendar Items 1 through 3. moved by Councilmember Bacerra seconded by Mayor Pro Tern Villegas. Councilmember Bacerra motioned to approve recommendation, seconded by Mayor Pro Tern Villegas. MOTION: VOTE COMMENTS In Councilmember SECOND: Mayor Pro Tern Villegas Bacerra AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Iglesias, Councilmember Penaloza, Councilmember Solorio, Councilmember Bacerra (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Councilmember Sarmiento (1) HOUSING AUTHORITY MEMBER COMMENTS AT THIS TIME Housing Authority members may comment on non -agenda matters and ask questions of or give directions to staff. NO action may be taken on non -agenda items unless authorized by law. ADJOURNMENT Adjourned Housing Authority session meeting and convened to the Successor Agency meeting on January 22, 2020, at 12:11 a.m. 1-2 REQUEST FOR HOUSING AUTHORITY ACTION MEETING DATE: FEBRUARY 4, 2020 TITLE: RECEIVE AND FILE QUARTERLY REPORT FOR HOUSING CHOICE VOUCHER PROGRAM OCTOBER 2019 TO DECEMBER 2019 (STRATEGIC PLAN NO. 5,3) —2�_—�_ VL' - EXECUTIVE DIRECTOR RECOMMENDED ACTION RECORDING SECRETARY USE ONLY: APPROVED ❑ As Recommended ❑ As Amended CONTINUED TO Receive and file the Quarterly Report for the Housing Choice Voucher Program for the period of October 2019 to December 2019. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its regular meeting on January 22, 2020, by a vote of 5.0 (Garcia, Tardif, Vasquez absent) the Community Redevelopment and Housing Commission received and filed the Quarterly Report. DISCUSSION The October 2019 to December 2019 Quarterly Report for the Housing Choice Voucher (HCV) Program provides statistics for the day-to-day activities of the Santa Ana Housing Authority. The report is divided into three sections. Applicants, Participants, and Production. Applicants The Santa Ana Housing Authority accepted applications from July 1, 2015 through July 30, 2015 and received a total of 16,375 applications. A random lottery procedure was applied and the Santa Ana Housing Authority accepted 5,000 of the 16,375 applications to establish a 2015 HCV Waiting List. Charts 1 and 2 depict the characteristics of those applicants currently on the Waiting List. As of December 2019 there are 2,763 applicants on the 2015 HCV Waiting List. 3-1 Quarterly Report for Housing Choice Voucher Program February 4, 2020 Page 2 Chart 1 illustrates the percentage of applicants on the 2015 HCV Waiting List who live or work in Santa Ana. These applicants are given a preference on the Waiting List together with U.S. Military Veterans. Chart 2 illustrates the number of applicants by total household size. The majority of applicants on the Waiting List consist of only one or two household members. Over half of all applicants (1,473 of the 2,763 applicants or 54%) have one or two member households and would qualify for a one -bedroom voucher. The Santa Ana Housing Authority's occupancy standard is one bedroom for every two family members. Participants At the end of the reporting period, there were 2,699 households receiving rental assistance from the Housing Authority. Chart 3 illustrates participating families, sorted by number of family members. Over three -fourths (82%) of families receiving assistance have three or fewer members. Chart 4 illustrates the family type for program participants. Over half (65%) of participating households have elderly and/or disabled members. ["Other" consists of households that are non -elderly, non -disabled, with no minor children.] gag Work in Santa Ana 800 731 742 700 m 600 n 500 0 400 y 300 z 200 t00 2 1. Residency Preference f% 29% Veteran Live in Santa 1 Ana 2. Household Size 4fi2 418 230 ' 106 ' — 45 16 7 6 1 p ■ 3 4 5 6 7 8 9 10 11 12+ People per Household 3. Family Size 6 People 5 People 3% 4 Peop 8% 3 P..Pl6 16:� Elderly 2a' 2 People 28% 4, Family Type other ,. % Pa ,ly 1 Person 38% 3-2 Quarterly Report for Housing Choice Voucher Program February 4, 2020 Page 3 5. Income as Percent of Median 6el°r� Scl oaf Below so%ol Mrd;Tn p� Median, 15% r4 f Median, 63% Chart 5 depicts participants by percentage of Orange County median income. As of 2019, the County's median income is $94,950 per year for a family of four. Approximately 85% of families on the program earn less than 30% of the median income, which is $35,600 per year for a family of four. Participants' incomes come from a variety of sources, as 6. Sources of Income illustrated in Chart 6. A total of 41 % of participating families °% 66% have income from employment. 5°% 41% 4°% Participating families pay a portion of their monthly rent 3% based upon their income and the payment standard for 20% ,z% their unit. The Housing Authority pays the difference 10% 6°k between the tenant's portion and the contract rent. This Wdha„ywagas VVOanyweifare WMsny66U55 Withany°ther payment is the Housing Assistance Payment (HAP). The incme average HAP for October through December was $1,078. Production HQS Inspections: At least once every two years, the 7. HQS Inspections Housing Authority must inspect each assisted -unit to 20C 184 19° ensure it meets HUD's Housing Quality Standards (HQS) 160 in compliance with the federal regulations. From October � 1, 106 „5 to December a total of 405 inspections and re -inspections 'BO of our assisted -units were performed of which 141 � z inspections failed. Chart 7 illustrates the number of 2v inspections performed on a monthly basis during the °"°be' 9 °�a°ga` Inspection Months reporting period. Recertifications I Interims: Each year, the Housing Authority must re -certify every 8 Re -exams and Interims assisted -family to verify the family is still eligible for Mo Wo assistance. In addition, when a participant's income changes, an interim examination must be performed. 60 During the reporting period, a total of 914 recertifications so and interims were conducted. Chart 8 illustrates the I I I number of recertifications and interims performed. a 3-3 Quarterly Report for Housing Choice Voucher Program February 4, 2020 Page 4 Other Change of Unit: These actions are completed when a family moves to a different rental unit. Twenty-two change of unit actions were processed during the reporting period. New Admissions: This action is completed when a family is admitted to the HCV Program. Forty-three new admissions were processed during the reporting period. End of Participation: This action is completed when the family is no longer interested in participating in the program, the family becomes deceased, the family is no longer eligible for the program, or the family is terminated from the program due to program violations. Fourteen end of participations were processed during the reported period. Expired Vouchers: This action is completed when an applicant is unable to locate a unit within the timeframe of the voucher and all extensions have been exhausted or no extension is requested. There were eight expired vouchers processed during the reporting period. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT There is no fiscal impact associated with this action. Judson Brown Housing Division Manager Community Development Agency 3-4 REQUEST FOR HOUSING AUTHORITY ACTION MEETING DATE; FEBRUARY 4, 2020 TITLE: ADOPT RESOLUTION ESTABLISHING EXECUTIVE DIRECTOR'S CONTRACT AUTHORITY UP TO $50,000 FOR THE HOUSING AUTHORITY (STRATEGIC PLAN NO. 5, 1) � IV �__ EXECUTIVE DIRECTOR RECOMMENDED ACTIONS RECORDING SECRETARY USE ONLY: APPROVED ❑ As Recommended ❑ As Amended CONTINUED TO Adopt a resolution establishing the authority of the Executive Director to execute contracts in an amount not to exceed $50,000, thus mirroring the 2019 approved limits of the City Manager. DISCUSSION On March 6, 1989, the Housing Authority of the City of Santa Ana granted its Executive Director the authority to execute agreements in an amount not to exceed $10,000, which matched the same authority given to the City Manager. In 2006, the residents voted to amend Section 421 of the City's Charter to increase the City Manager's authority to execute agreements up to $25,000 and to require the City Manager to submit quarterly reports on all such agreements to the City Council at a public meeting. This same increase in contract authority and reporting requirements was granted to the Executive Director of the Housing Authority through the approval of Resolution No. HA 2008-002. On March 19, 2019, City Council adopted Ordinance No. NS-2963 to amend certain sections of the Santa Ana Municipal Code relating to the City Manager's authority to bind the City to non- public works contracts and increased the amount up to $50,000. In order to maintain consistency throughout City/Housing Authority operations and to alleviate the need to expend administrative resources to prepare agenda staff reports for multiple agreements exceeding $25,000 but under $50,000, staff recommends increasing the Executive Director's authority up to the same $50,000 as the City Manager. The Executive Director shall be required to continue to provide a report each quarter on the contracts executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). 4-1 Resolution — Executive Director Contract Authority February 4, 2020 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Sus n Gorospe Principal Management Analyst Community Development Agency Exhibit: 1. Resolution 4-2 EXHIBIT 1 RESOLUTION NO. 2020-XX A RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF SANTAANA ESTABLISHING AUTHORITY OF THE EXECUTIVE DIRECTOR TO EXECUTE CONTRACTS IN AN AMOUNT NOT TO EXCEED $50,000 BE IT RESOLVED BY THE MEMBERS OF THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA, AS FOLLOWS: Section 1 . The Housing Authority of the City of Santa Ana conclusively finds, determines and declares as follows: A. In order to implement its obligations under state and federal law and pursuant to Resolution No. 89-5 dated March 6, 1989, the Housing Authority of the City of Santa Ana (hereinafter referred to as the "Authority") granted its Executive Director the authority to execute agreements in an amount not to exceed $10,000. This was the same authority the City Council of the City of Santa Ana granted its City Manager. B. In November of 2006, the residents of the City of Santa Ana voted to amend Section 421 of the City's Charter to increase the City Manager's authority to execute agreements, and further provide that the City Manager must submit quarterly reports to the City Council at a public meeting reporting on all such agreements. C. On March 19, 2019, the City Council of the City of Santa Ana adopted Ordinance No. NS-2963 increasing the City Manager's authority for non-public works contracts in an amount not to exceed $50,000, after determining that doing so will free staff time from the administrative burden of bringing numerous contracts to the City Council for approval and allow staff to devote time to the efficient and timely delivery of services to the public. D. Regardless of the contract amount, all contracts must comply with the City's Purchasing Policies & Procedures designed to ensure fair and competitive procurement practices. E. It is appropriate for the Board of Directors of the Authority to grant the Authority's Executive Director similar authority, also subject to the limitation that the Executive Director submit quarterly reports to the Board of Directors at a public meeting reporting on all such agreements. Section2. The Executive Director of the Authority is hereby authorized to bind the Authority on contracts for an amount not to exceed $50,000 in a single agreement. Resolution No. 2020-XX Page 1 of 3 4-3 EXHIBIT 1 Section 3. At least quarterly, the Executive Director shall place on the Authority Board agenda for information, a report of contract let by the Executive Director pursuant to authority granted hereby. That report shall include the identities of contractors and amounts of each contract. Section 4. This Resolution shall take effect immediately upon its adoption by the Authority Board, and the Recording Secretary for the Authority shall attest to and certify the vote adopting this Resolution. ADOPTED this day of APPROVED AS TO FORM: Sonia R. j�rval,ho, General Counsel By:�l Rya Assi 1. Ho`d`ge nt Counsel AYES: NOES: ABSTAIN: NOT PRESENT Boardmembers: Boardmembers: Boardmembers: Boardmembers: 2020. Miguel A. Pulido Chair Resolution No. 2020-XX Page 2 of 3 HE EXHIBIT 1 CERTIFICATION OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Secretary to the Housing Authority, do hereby attest to and certify the attached Resolution No. 2020-XX to be the original resolution adopted by the Housing Authority of the City of Santa Ana on 12020. Date: Daisy Gomez Recording Secretary City of Santa Ana 4-5 Resolution No. 2020-XX Page 3 of 3 This page intentionally left blank REQUEST FOR HOUSING AUTHORITY ACTION MEETING DATE: FEBRUARY 4, 2020 TITLE: APPROVE AN AGREEMENT WITH YARDI SYSTEMS, INC. FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE (STRATEGIC PLAN NO. 4, 1) EXECUTIVE DIRECTOR RECOMMENDED ACTION RECORDING SECRETARY USE ONLY: APPROVED ❑ As Recommended ❑ As Amended CONTINUED TO Authorize the Executive Director of the Housing Authority and the Recording Secretary to execute an agreement with Yardi Systems, Inc. to provide housing management software services beginning Febraury 4, 2020 and expiring September 30, 2020, with provisions for two (2), one-year extensions exercisable by the Executive Director and Authority General Counsel, in an amount not to exceed $60,000 annually, for a total amount not to exceed $180,000 over a three-year period, subject to non -substantive changes approved by the Executive Director of the Housing Authority and Authority General Counsel. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its regular meeting on July 24, 2019, the Community Redevelopment and Housing Commission (CRHC) recommended approval of the action above by a vote of 8:0 (Urzua absent). DISCUSSION On February 1, 2019, the Housing Authority issued a Request for Proposals (RFP # 19-011) for Housing Authority Management Software from professional public housing authority software providers to provide housing management software services (Exhibit 1). Responses to the RFP were accepted until Thursday, February 28, 2019. The Housing Authority received four (4) proposals prior to the deadline. Staff then conducted a minimum threshold review of each submitted proposal to determine if all minimum program and RFP requirements were met by the proposal. Following the minimum threshold review, staff formed a Review Panel consisting of at least one (1) employee from the City's Information Technology Department, and (5) employees from the Housing Authority. The Review Panel used the proposal Scoring and Selection Criteria from the RFP to make a determination on which firm to recommend to the Housing Authority Board for approval. The firms that submitted a proposal are: 5-1 Agreement with Yardi Systems, Inc. February 4, 2020 Page 2 Software Provider Cost for Services Em has s $152,223 MRI/Happy Software $114,590 PHA -Web $56,700 Yardi Software, Inc. $154,175 Following this RFP process, the Review Panel is recommending the Housing Authority to execute an agreement with Yardi Systems, Inc. to provide housing management software services beginning February 4, 2020 and expiring September 30, 2020 with provisions for two (2), one-year extensions. The total cost of the agreement over a three-year period is $180,000 in order to allow for requests for technical assistance that staff may need from Yardi. These types of requests involve customizations of the software, technical assistance for opening up the Waiting List, updates to the Landlord Portal, etc. For over eighteen years, the Housing Authority has used software provided by Yardi Systems, Inc, for the administration of the Housing Choice Voucher Program due to their specialized software. This software is essential to the operation of the Housing Authority and its obligation to electronically transfer data to the U.S. Department of Housing and Urban Development (HUD) on a regular basis and disburse funds. The Housing Authority originally approved an agreement in September 2002 with Yardi Systems, Inc. for its Housing Choice Voucher Program management software. This system tracks all program information on thousands of applicants, tenants, and owners served by the program; schedules and maintains records on all Housing Quality Standards inspections; performs income and payment calculations; and creates and transmits all HUD - required reports. Various other housing authories use Yardi Systems, Inc. across the country. In addition to the day-to-day use of the software, the annual license includes system upgrades, software updates, all pertinent user manuals, staff training, as well as the Authority's applicant, owner and tenant on-line portals. The Housing Authority's original voucher management software program was developed by Nan McKay, Inc., which was sold in 2002 to Yardi Systems, Inc. Over the years, the software provided by Yard! Systems, Inc. has been customized to effectively serve the Housing Authority's requirements and the needs of our applicants, tenants and owners. Staff is not recommending approval of the three lower cost proposals for two reasons. First, staff have received an outstanding quality of service from Yardi Systems, Inc. overthe last twenty years. The Housing Authority has remained with Yardi Systems for such a long period of time because staff have been very satisfied with their quality of service. It is a good product being used by housing authorities across the country. Second, there are large hidden costs not reflected in the other proposals for staff time and training to transition to a new housing management software. Specifically, the transition to a new software would entail at least a three-month process of training and cross -training eleven Housing Authority employees. This includes a week-long training of all eleven employees (40 hours x 11 employees) and two weeks of additional training and assistance for our three supervisory -level employees (80 hours x 3 employees). The total number of staff hours required would be approximately 680 hours. This does not include unanticipated costs for assistance from our Information Technology Department and Finance and Management Services 5-2 Agreement with Yardi Systems, Inc. February 4, 2020 Page 3 Agency staff. Therefore, although the proposal with Yardi Systems, Inc. is higher than the other three proposals, staff values their high quality of service and wants to avoid the large hidden costs required on the backend to switch to a new software provider. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #4 Fiscal Sustainability, Objective #1 (Maintain a stable, efficient and transparent financial environment). FISCAL IMPACT Funds in the amount of $60,000 are available in the FY 2019-20 Housing Authority Other Contractual Services account (No. 14018760-62300). Judson Brown Housing Division Manager Community Development Agency Exhibits: 1. Request for Proposals for Housing Authority Software 2. Agreement with Yardi Systems, Inc. 5-3 This page intentionally left blank EXHIBIT 1 REQUEST FOR PROPOSALS RFP # 19-011 HOUSING AUTHORITY MANAGEMENT SOFTWARE HOUSING AUTHORITY OF THE CITY OF SANTA ANA Community Development Agency 20 Civic Center Plaza Santa Ana, CA 92701 Judson Brown Housing Division Manager (714) 667-2241 Office (714) 667-2225 Fax jbrown(a-)santa-ana.org Issue Date: Deadline to Submit Questions: Response Posted on City Website Proposal Due Date: KEY RFP DATES Friday, February 1, 2019 Friday, February 15, 2019 Friday, February 22, 2019 Thursday, February 28, 2019 Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 1 5-4 at 5:00 P.M. at 5:00 P.M. at 3:00 P.M. EXHIBIT 1 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms to provide Housing Authority Management Software for the Housing Authority of the City of Santa Ana (CA093). Responses to this Request for Proposals (RFP) will be accepted until Thursday, February 28, 2019 at 3:00 P.M. If further information is required, please contact Judson Brown, Housing Division Manager, at (714) 667-2241 or 'brown (@ santa-ana.orq. MAILED, DELIVERED BY HAND or COURIERED proposals will be accepted as follows: Housing Authority of the City of Santa Ana Community Development Agency (6th Floor) Attention: Judson Brown, Housing Division Manager 20 Civic Center Plaza, M-26 Santa Ana, CA 92701 It is the responsibility of the proposer to see that any proposals submitted shall have sufficient time to be received by the Housing Authority of the City of Santa Ana prior to the proposal due date and time. Questions regarding this Request for Proposals shall be made in writing via e-mail to Judson Brown at Jbrown (a)santa- ana.org. The receiving time at the Front Desk of the City of Santa Ana, Community Development Agency, 6tn Floor, 20 Civic Center Plaza, Santa Ana CA 92701 will be the governing time for the receipt of proposals. Late Proposals will NOT be considered and will be returned to the proposer unopened. TELEGRAPHIC. ELECTRONIC AND FACSIMILE PROPOSALS WILL NOT BE ACCEPTED ONLY SEALED RFP RESPONSES ARE ACCEPTABLE DO NOT E-MAIL RFP RESPONSES DO NOT FAX RFP RESPONSES Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 2 5-5 EXHIBIT 1 HOUSING AUTHORITY OF THE CITY OF SANTA ANA REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE PAGE I. INTRODUCTION 4 II. PERIOD OF CONTRACT 4 III. SCOPE OF WORK / SERVICES 4 IV. GENERAL INFORMATION 5 V. CONTRACTOR RESPONSIBILITIES 5 VI. INSURANCE REQUIREMENTS AND CITY BUSINESS LICENSE 5 VII. RULES FOR PROPOSALS 6 VIII. E-MAIL COMMUNICATIONS AND INTERPRETATIONS / 6 CLARIFICATIONS IX. ADDENDA 6 X. SUBMITTAL INFORMATION AND DEADLINE 7 XI. MINIMUM QUALIFICATIONS 7 XII. SUBMITTAL REQUIREMENTS 7 XIII. CONTRACTOR SELECTION — PROPOSALS AND EVALUATION 8 XIV. PUBLIC RECORDS 9 XV. FILING A PROTEST 9 EXHIBIT A SCOPE OF SERVICES 11 EXHIBIT B PROPOSERS STATEMENT AND FEE SCHEDULE 14 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL 15 GENERAL LIABILITY AND BUSINESS AUTOMOBILE POLICIES EXHIBIT D REFERENCES AND RELEVANT WORK HISTORY 16 EXHIBIT E PROPOSAL AND CONTRACT AGREEMENT — PROPOSERS 18 STATEMENT EXHIBIT F PROPOSAL AND CONTRACT AGREEMENT — CERTIFICATION 19 OF NONDISCRIMINATION BY CONTRACTOR EXHIBIT G NON -COLLUSION AFFIDAVIT 21 Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 3 5-6 EXHIBIT 1 HOUSING AUTHORITY OF THE CITY OF SANTA ANA REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE INTRODUCTION The Housing Authority of the City of Santa Ana (CA093) is issuing this Request for Proposals (RFP) for Housing Authority Management Software from professional public housing authority housing software providers to provide housing management software services. The scope of work may include any and all work efforts related to the housing software per EXHIBIT A — SCOPE OF SERVICES. II. PERIOD OF CONTRACT Unless earlier terminated as allowed for in the Agreement, agreement term shall be for a period of three 3 years. The agreement term is anticipated to commence after City Council / Housing Authority award of this agreement and upon receipt and approval of all required insurance documents. III. SCOPE OF WORK / SERVICES The scope of work may include any and all work efforts related to the Housing Management Software per EXHIBIT A — SCOPE OF SERVICES The Contractor shall be capable of providing experienced, knowledgeable and professional staff. The Contractor shall be responsive and maintain excellent working relationships with city residents, businesses, government officials and City staff. The Contractor shall provide adequate staffing levels at all times and adhere to established schedules. The Contractor shall be knowledgeable of and comply with federal, state and local regulations, including but not limited to: • The Contractor must be thoroughly familiar with the application areas specified and have an installed base of customers currently using the proposed products. • The Contractor shall have the staff, technical and financial resources to reliably install and support the proposed system. • The Contractor shall thoroughly document its experience in the Housing Choice Voucher Program and financial software, as well as, the qualifications of staff who will be assigned to this project and its financial resources. Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 4 5-7 EXHIBIT 1 IV. GENERAL INFORMATION A. The term of the contract will begin after the contract is awarded by the City Council / Housing Authority. B. When determined appropriate, the Housing Authority will provide information in its possession relevant to preparation of required information in the RFP. The Housing Authority will provide only the staff assistance and documentation specifically referred to herein. C. The Contractor shall be responsible for retaining data, records and documentation for the preparation of the required information. These materials shall be made available to the Housing Authority as requested by the Housing Authority. D. This RFP does not commit the Housing Authority to pay costs incurred in preparation of a response to this RFP. All costs incurred in the preparation of the proposal, the submission of additional information and/or any aspect of a proposal prior to the award of a written contract will be borne by the respondent. The Housing Authority reserves the right to accept or reject the combined or separate components of a proposal in part of in its entirety or to waive any informality or technical defect in a proposal. E. All data, documents and other products used, developed or produced during response preparation of the RFP will become property of the Housing Authority. All responses to the RFP shall become property of the Housing Authority. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. F. The Housing Authority reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the RFP and the Housing Authority reserves the right to reject any subcontractor(s). Subcontractor(s) shall be responsibility of the prime Contractor and the Housing Authority shall assume no liability of such subcontractor(s). V. CONTRACTOR RESPONSIBILITIES The selected Contractor will assume responsibilities for all services in its proposal. The selected Contractor shall identify a sole point of contact for contractual matters, including payment of any and all charges resulting from the Agreement. VI. INSURANCE REQUIREMENTS AND CITY BUSINESS LICENSE CGL (Commercial General Liability) — CGL insurance is required when the Contractor will be performing services on City property or receiving City grant funds. A $1,000,000.00 per occurrence with $2,000,000.00 in the aggregate policy is required. The certificate of insurance must provide 30 day notice of cancellation or material reduction in policy limits. Additionally, the City of Santa Ana, the Housing Authority of the City of Santa Ana, its officers, agents, volunteers and employees shall be named as an additional insured via an additional insured endorsement. The additional insured endorsement, attached as Exhibit C, shall provide that the Contractor's insurance is primary to any insurance or self-insurance carried by the City as well as a separation of insured's clause. Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 5 5-8 EXHIBIT 1 Automobile - Automobile insurance is required when the Contractor will be driving from one City site to another City site in a non -City vehicle. A $1,000,000.00 per occurrence policy for owned, hired and non -owned automobiles is required. Worker's Compensation — In accordance with the provisions of Section 3300 of the California Labor Code, any Contractor with employees must maintain employer's liability insurance with limits not less than $1,000,000.00 per accident. Worker's Compensation is not required for sole proprietors or a partnership with no employees. However, these Consultants must complete a "Worker's Compensation Declaration." This form may be obtained from City staff. Professional Liability —Professional liability insurance is required for state licensed professionals, such as, engineers, architects, CPAs, attorneys and medical professionals. A $1,000,000.00 policy is required. City Business License - The selected proposer shall be required to obtain a City of Santa Ana Business license within thirty (30) days of selection and must provide a copy to the City project manager or designee prior to commencing any work in Santa Ana. VII. RULES FOR PROPOSALS The signer of the RFP must declare in writing that the only person, persons, company or parties interested in the proposal as principals are named therein; that the proposal is made without collusion with any other person, persons, company or parties submitting a proposal; that it is in all respects fair and in good faith without collusion or fraud; and, that the signer of the proposal has full authority to bind the proposer (EXHIBIT H). E-MAIL COMMUNICATIONS AND INTERPRETATIONS / CLARIFICATIONS To facilitate the RFP process, proposers are required to monitor and respond to e-mail requests within 48 hours. The Housing Authority will make no oral interpretations to any proposer as to the meaning of requirements identified herein including the Scope of Services. Every request for such an interpretation must be made in writing via e-mail to Judson Brown, Housing Division Manager, no later than Friday, February 22nd, 2019 at 5:00 p.m. Significant interpretations or clarification will be made by an addendum to this RFP, which will be posted to the website. Addenda may become part of the agreement documents. IX. ADDENDA If clarification or interpretation of this RFP is considered necessary by the Housing Authority, a written addendum shall be issued and the information will be posted on the City's website at http://www.santa- ana.org/bids-rfps/. It is the responsibility of each proposer to periodically check the City's website to ensure that they have received and reviewed any and all addenda to this RFP. Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 6 5-9 EXHIBIT 1 X. SUBMITTAL INFORMATION AND DEADLINE Proposals are due to the Housing Authority of the City of Santa Ana, at the date, time and location set forth on the Notice Inviting Proposals. Faxed and E-mailed proposals will not be accepted. XI. MINIMUM QUALIFICATIONS The following are the minimum qualifications to be considered as an eligible candidate to submit proposals for the requested services described in this RFP. The Contractor must have previous experience in performing services similar to those requested in the Scope of Work. Contractor is encouraged to submit relevant and concise information regarding their experience and qualifications to perform the requested services. XII. SUBMITTAL REQUIREMENTS The RFP is intended to assess and evaluate each firm's capabilities as they apply to the proposed services. Each firm must address each of the following items in its response to the RFP: 1) Statement of Qualifications —In order to maintain uniformity, the Statement of Qualifications must be limited to a MAXIMUM OF 25 PAGES (excluding front and back covers). The page limitation includes all appendices, attachments and supplemental information. The following information is required: 1. Cover Letter: A letter signed by a principal or authorized representative who can make legally binding commitments for the entity. 2. Organizational Background: A brief description of the contractor's firm, including the year the firm was established, type of organization (partnership, corporation, etc.), and a statement of the firm's qualifications for performing the subject services. 3. Scope of Services: Include a detailed description of the components of housing management software proposed and the services to be provided to meet the requirements of Exhibit A. Identify any resources expected to be provided by the Housing Authority, including their roles and responsibilities. Provide a detailed project plan that includes activities, deliverables and a responsibility matrix. List the technical requirements for the system. 4. Firm or Personnel Experience: A profile of the firm's experience, personnel and history relating to the scope of work identified in Exhibit A — Scope of Services. Include a description of the company profile, including range of the firm's capabilities and service. In addition, provide the names of all personnel who will be assigned to this project, their education and previous experience. 5. Relevant Experience: List of housing management software services, which your firm or personnel have completed within the last five (5) years. Information should include project description, year completed, client name, along with a person to contact and their telephone number. 6. Sub consultants: Identification is required of any contemplated sub consultants to be used, with the identification of personnel to be assigned, their qualifications, education, and representative experience. 7. References: The Contractor shall submit a list of at least three references comprised of a listing of work similar to that identified in the RFP. 8. Fee Schedule: The fee schedule shall include the hourly rates for each personnel category to be used on the project and/or fee for each type of service. Personnel hourly rates shall reflect all costs for office Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 7 5-10 EXHIBIT 1 overhead, including phones, cellular phones, vehicles, mileage and other direct and indirect costs. This fee schedule shall reflect all anticipated fee increases such as (but not limited to): Software purchases or subscription costs, hardware costs, ongoing support costs, professional services costs for project management, implementation, interfaces, data migration, training, etc. In addition, any optional services. 2) EXHIBIT B — PROPOSERS STATEMENT AND PROPOSAL ITEM PRICING 3) EXHIBIT C—ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY (NOT REQUIRED UNTIL AFTER CONTRACTOR SELECTION) 4) EXHIBIT D —REFERENCES AND RELEVANT WORK HISTORY (PAST 10 YEARS 5) EXHIBIT E —PROPOSAL CONTRACT AND AGREEMENT —PROPOSERS STATEMENT 6) EXHIBIT F —PROPOSAL CONTRACT AND AGREEMENT —CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR 7) EXHIBIT G — NON -COLLUSION AFFIDAVIT Submittal of Pr000sal: • Six (6) copies of the response to the RFP shall be signed by a company official with the power to bind the company. • One (1) copy of the submittal on a USB Flash Drive or equivalent. • Structure your proposal to include the Scope of Service response, Implementation Schedule, Fees / Contract Price and Exhibits. The proposal must be completely responsive to the RFP. The Housing Authority reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. CONTRACTOR SELECTION — SCORING AND EVALUATION The criteria for evaluating the proposals submitted will take the following evaluation criteria into consideration: EVALUATION CRITERIA Qualifications & Company Experience Organizational background and overall experience (Max. 10 Points) Qualifications and experience relevant to the scope of services described in Exhibit A (Max. 15 Points) Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 8 5-11 EXHIBIT 1 Experience working with Housing Authorities (Max. 10 Points) SUB TOTAL (Max. 35 Points) Overall Quality and Depth of Proposal Quality and organization of proposal (Max. 15 Points) Completeness of proposal (Max. 15 Points) SUB TOTAL (Max. 30 Points) Fee Schedule Overall fee schedule (Max. 5 Points) Fee schedule related to the services requested (Max. 10 Points) Fee schedules and timeline for implementation (Max. 20 Points) SUB TOTAL (Max. 35 Points) GRAND TOTAL (Max. 100 Points) The proposals will be reviewed by a Review Panel of Housing Authority staff members. The Panel will evaluate Proposals based on their response to the RFP. A final score will be calculated for each submitted proposal and used to rank the proposal. The highest scoring proposers will be informed after the scoring and evaluation is complete. The Panel will recommend award of the contract to the proposer who will provide the best quality service to the Housing Authority. The Housing Authority reserves the right to negotiate pricing and for additional interviews. The Housing Authority will notify the successful firm(s) by email of invitation for a final oral interview, demonstrations, and/or award. XIV. PUBLIC RECORDS Proposals will become public record after award of agreement. Interested offerors may submit an e-mail request to receive results of the evaluation. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. Submit your request to Judson Brown, Housing Division Manager, at 0brown (o-)santa-ana.orq. XV. FILING A PROTEST Bidders may file a "protest" with the Housing Authority. In order for a contractor's protest to be considered valid, the protest must: 1. Be filed in writing within five (5) business days of either the RFP posted date or before 5:00 p.m. of the 5th business day following the posting of RFP results/Notice of Intent to Award Contract on the City's website; Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 9 5-12 EXHIBIT 1 2. Clearly identify the specific irregularity or accusation; 3. Clearly identify the specific City staff determination or recommendation being protested; 4. Specify, in detail, the grounds of the protest and the facts supporting the protest; and 5. Include all relevant, supporting documentation with the protest at time of filing. If the protest does not comply with each of these requirements, it will be rejected as invalid. If the protest is valid, the City's Housing Division Manager, or other designated City staff member, shall review the basis of the protest and all relevant information. The Housing Division Manager will provide a written decision to the protestor within fourteen (14) calendar days from receipt of protest. The decision from the Housing Division Manager, or her/her designee, is final and no further appeals will be considered. Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 10 5-13 EXHIBIT 1 IW/:1141W_1 HOUSING AUTHORITY OF THE CITY OF SANTA ANA REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE SCOPE OF SERVICES INTRODUCTION The Housing Authority of the City of Santa Ana ("SAHA") has issued this Request for Proposals (RFP) to solicit proposals from qualified providers for a Housing Management Software system including ongoing maintenance and support, implementation design and planning, and software implementation. The software should include housing authority -specific modules fully capable of supporting SAHA's programs. The software must clearly demonstrate the ability to conform to all requirements of the Housing Choice Voucher Program, Project -Based Voucher Program, Family Self -Sufficiency Program, and to all requirements of the U.S. Department of Housing and Urban Development (HUD), and to Generally Accepted Accounting Principles (GAAP) services. Scoae of Work The Santa Ana Housing Authority is a mid -sized Public Housing Authority located in Santa Ana, California and is operated under the U.S. Department of Housing and Urban Development, and has approximately 15 full time employees and manages 2,699 Housing Choice Vouchers (Section 8. We also have a Project -Based Voucher Program, Family Self Sufficiency Program, and we administer Mainstream Vouchers and Veterans Affairs Supportive Housing vouchers. The Authority's funding is fully dependent on the U.S. Department of Housing and Urban Development (HUD). HUD's funding is dependent on annual appropriations from Congress. The Authority currently utilizes multiple servers on a city-wide network. Workstations are running Windows 7. The current software used by the Authority is Yardi Software. There are approximately 15 users on the system presently. The firm will include in their bid all necessary materials, equipment and labor to provide a fully integrated, management system, with a multi-user environment. Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 11 5-14 EXHIBIT 1 It is the Santa Ana Housing Authority's objective to administer all Authority services into the system. The system needs to support the needs of all Programs and provide data to support all forms of administration of the Housing Choice Voucher Program. 1. Housing Management Software System — The contractor will provide a complete system with ongoing maintenance and support services that meets the requirements established by this RFP. The software selected will manage the following functions of SAHA. SAHA-specific module descriptions we are interested in: • Waiting List • Housing Choice Voucher Program • Rent Reasonableness • Report Generation • Letter and Packet Generation • HCV Program Grant Management • PIC File Generation • Scanning and Paperless Capabilities • Bank Reconciliation • Project Based Vouchers for HCV • HQS Inspections/HQS Mobile • UPCS Inspections/UPCS Mobile • Online Applications • Applicant Portal • Landlord Portal • Participant Portal • Document Imaging • Accounts Receivable • Accounts Payable 2. Implementation Planning and Design Services — The contractor will provide a team of implementation experts who will work with SAHA to determine in detail how the housing management software system will be used at SAHA to meet the project goals and system requirements. The planning and design phase will determine which modules are used and how each specific module will be used to optimize workflow and process improvements. The phase will also review the order and sequence of implementation for each module, what efforts including staffing and training will be necessary to implement each module, how connections to other systems will be designed, what data will be stored in the system, what historical data will be imported, etc. The bidder will be required to submit a fixed fee proposal for the Implementation Design and Planning Phase. The proposal should spell out assumptions and expected estimate of effort. Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 12 5-15 EXHIBIT 1 3. Implementation Services — The contractor will provide implementation and related services necessary to install the new software, data conversion and testing, train staff, etc. SAHA has an expectation that all end -users will be trained by the contractor, and will not implement a "train -the -trainer" approach. Housing -Related Applications • Housing Choice Voucher Program • Waiting List, including Project -Based Voucher Site -Based Waiting Lists • Family Self Sufficiency • Special Purpose Vouchers (VASH, Mainstream) • HUD Reporting through PIC and VMS • HQS Inspections/HQS Handheld • UPCS Inspections/UPCS Handheld • Utility Allowance and Payment Standards • Tenant Accounts Receivable Billing • Letter Generation • Scanning and Paperless File Capabilities Financial Applications • Accounts Payable • Accounts Receivable • Budgeting and Financial Forecasting • Financial Reports • HUD PHAS Reporting including Financial Data Schedule (FDS) • Bank Reconciliation Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 13 5-16 EXHIBIT 1 TO BE INCLUDED IN PROPOSAL EXHIBIT B HOUSING AUTHORITY OF THE CITY OF SANTA ANA REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE PROPOSERS STATEMENT AND QUALIFICATION FEE SCHEDULE Certification — I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit A) and I am familiar with the scope of work requirements. I am familiar with all of the existing conditions and limitations that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the Housing Authority for clarification prior to the submission of my proposal. FEE SCHEDULE Please provide a list of professional software services and forms that the firm has provided and can provide to the Housing Authority, along with a proposed fee schedule. LEGAL NAME OF COMPANY BUSINESS ADDRESS PRINTED NAME OF AUTHORIZED AGENT SIGNATURE OF AUTHORIZED AGENT FEDERAL ID NO. (IF APPLICABLE) PHONE AND FAX NUMBER TITLE DATE E-MAIL ADDRESS CONTRACTOR LICENSE NO. (IF APPLICABLE) Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 14 5-17 EXHIBIT 1 EXHIBIT C ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY AND BUSINESS AUTOMOBILE POLICIES Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza M-26, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza M-26, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to , this endorsement form as part of Name Insured Countersigned by: Authorized Representative Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 15 5-18 EXHIBIT 1 TO BE INCLUDED IN PROPOSAL EXHIBIT D HOUSING AUTHORITY OF THE CITY OF SANTA ANA REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE List and describe fully the contracts performed by your firm which demonstrate your ability to provide the services included in the scope of services. Attach additional pages if required for additional references. The Housing Authority reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. 1 Customer Name: Address: Contract Amount: Description of PHA Software services provided: Reference No. 2 Customer Name: Address: Contract Individual: Phone Number: Facsimile Number: Year: Contract Individual: Phone Number: Facsimile Number: Contract Amount: Year: Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 16 5-19 EXHIBIT 1 Description of PHA Software services provided: Reference No. 3 Customer Name: Address: Contract Amount: Description of PHA Software services provided: Contract Individual: Phone Number: Facsimile Number: Year: Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 17 5-20 EXHIBIT 1 TO BE INCLUDED IN PROPOSAL EXHIBIT E HOUSING AUTHORITY OF THE CITY OF SANTA ANA REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE PROPOSAL & CONTRACT AGREEMENT PROPOSER'S STATEMENT Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the Housing Authority of the City of Santa Ana (hereinafter "the Authority") shall constitute the entire agreement between proposer and the Authority only after it has been accepted by the Authority, endorsed by the Recording Secretary with his/her signature and official seal noting here on the action of approval of the Council / Housing Authority, signed by the Executive Director or his/her duly authorized agent, and signed by the Authority General Counsel, denoting his/her approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto. Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish the Authority all required bonds and certificates of liability insurance within ten (10) days (excluding Saturdays, Sundays and the Authority's legal holidays), or the funds, check, draft, or proposer's bond substituted in lieu thereof accompanying this proposal shall become the property of the Authority and shall be considered as payment of damages due to the delay and other causes suffered by the Authority because of the failure to enter into an Agreement and/or furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by the Authority is difficult to ascertain; otherwise said funds, check drafts, or proposer's bond substituted in lieu thereof shall be returned to the undersigned. Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. All terms contained in the Specifications, the Certification of Non -Discrimination by Owners, and the Workers' Compensation Insurance Certificate are to be incorporated by reference into this Agreement and are made specifically as part of this RFP. FIRM SIGNED AND PRINTED NAME TITLE Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 18 DATE 5-21 EXHIBIT 1 TO BE INCLUDED IN PROPOSAL EXHIBIT F HOUSING AUTHORITY OF THE CITY OF SANTA ANA REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE PROPOSAL AND CONTRACT AGREEMENT CERTIFICATION OF NONDISCRIMINATION BY CONTRACTOR The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin or any other protected class. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, national origin or any other protected class. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin or any other protected class. 3. The Contractor shall send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction/services contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 19 5-22 EXHIBIT 1 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the 8. Contractor may request that the United States enter into such litigation to protect the interests of the United States. 9. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1039, and as amended, No discrimination shall be made in the employment of persons because of race, religious creed, color national origin, ancestry, physical handicaps, mental condition, marital status, sex of such persons, or any other protected class, except as provided in Section 1420, and any Contractor violating this Section is subject to all the penalties imposed for a violation of the Chapter. FIRM SIGNED AND PRINTED NAME TITLE Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 20 DATE 5-23 EXHIBIT 1 TO BE INCLUDED IN PROPOSAL EXHIBIT G HOUSING AUTHORITY OF THE CITY OF SANTA ANA REQUEST FOR PROPOSALS (RFP) FOR HOUSING AUTHORITY MANAGEMENT SOFTWARE PROPOSAL AND CONTRACT AGREEMENT NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the HOUSING AUTHORITY OF THE CITY OF SANTA ANA, In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the PROPOSER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the PROPOSER has not directly or indirectly induced or solicited any other PROPOSER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any PROPOSER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the PROPOSER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the PROPOSER or any PROPOSER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other PROPOSER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the PROPOSER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. PROPOSERS are cautioned that making a false certification may subject the certifier to criminal prosecution. State of California County of Subscribed and sworn to (or affirmed) before me on this day of , 20 , by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal Housing Authority of the City of Santa Ana Request for Proposals for Housing Management Software Page 21 5-24 This page intentionally left blank EXHIBIT 2 CONSULTANT AGREEMENT BETWEEN THE HOUSING AUTHORITY OF THE CITY OF SANTA ANA AND YARDI SYSTEMS, INC. THIS AGREEMENT, made and entered into this _ day of , 2020, by and between Yardi Systems Inc., a California corporation (hereinafter "Consultant"), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic (hereinafter "Authority"). RECITALS A. On February 1, 2019, the Authority issued a Request for Proposals (RFP #19-011) for Housing Authority Management Software from professional public housing authority housing software providers to provide housing management software services. B. Consultant represents that Consultant is able and willing to provide such software services to the Authority subject to the terms of this Agreement and the terms of the SaaS Subscription Agreement attached as Exhibit A and incorporated by reference into this Agreement. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting fine in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide the software licenses and related services in accordance with the terms set forth in Exhibit A (as those terms are modified by the parties from time -to -time). �00JWWLL"4 dT1]►1 a. The Authority agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall not exceed Sixty Thousand Dollars ($60,000.00) annually, for a potential total of One Hundred and Eighty Thousand Dollars ($180,000.00) during the Term of this Agreement. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. t 5-25 EXHIBIT 2 k� Y al;7u 1 This Agreement shall commence on the date first written above and terminate on September 30, 2020, unless terminated earlier in accordance with Section 12, below. This Agreement shall also cover any and all services provided by the Consultant to the Authority since October 1, 2019, until the Effective Date. The Authority shall also have the discretion to exercise two (2) one-year extensions upon a writing executed by the Authority Executive Director and Authority General Counsel. Thereafter, the term of this Agreement may be further extended upon a writing executed by the Authority Executive Director and Authority General Counsel. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Authority. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the Authority to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE - RESERVED Due to the nature of the services provided hereunder, insurance is not required. 6. INDEMNIFICATION Each party agrees to and shall indemnify and hold harmless the other party, its officers, agents, employees, consultants, special counsel, and representatives from liability for damages, just compensation, restitution, judicial or equitable relief arising out of third party claims for personal bodily injury, including health, and claims for tangible property damage, which may arise from the direct or indirect operations of the indemnifying party or its contractors, subcontractors, agents, employees, or other persons acting on their behalf. This indemnity and hold harmless agreement applies to all third party claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. 7. CONFIDENTIALITY If Consultant receives from the Authority information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information' shall 7 5-26 EXHIBIT 2 include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the Authority. For the avoidance of any doubt, the confidentiality obligations set forth in this section 7 (Confidentiality) are in addition to, and shall not be interpreted as conflicting with, the confidentiality obligations separately set forth in the SaaS Subscription Agreement incorporated herein as Exhibit A. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, in the manner provided in this Section, to the following persons: To Authority: Housing Authority for the City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-27) P.O. Box 1988 Santa Ana, CA 92702-1988 And: Authority General Counsel City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Yardi Systems, Inc. 430 S. Fairview Ave. Goleta, CA 93117 Attn: EVP And: Yardi Systems, Inc. 430 S. Fairview Ave. Goleta, CA 93117 3 5-27 EXHIBIT 2 Attn: General Counsel A party may change its address by giving notice in writing to the other party. Thereafter. any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement, including the terms of Exhibit A, collectively represent the complete and exclusive statement between the Authority and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the Authority and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor the Authority. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the Authority and any such assignment, transfer, delegation or subcontract without the Authority's prior written consent shall be considered null and void. 12. TERMINATION This Agreement may be terminated by the Authority upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the Authority shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, however, payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. r-AMEB l� kIIfITIN l l r. wflo Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 4 5-28 EXHIBIT 2 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the Authority immediately and in writing of her inability to obtain or maintain such permits, Iicenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify Authority fully, including reasonable costs and attorney's fees, for any injuries or damages to Authority in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. (Signatures on follou,ing page] 5 5-29 EXHIBIT 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Housing Authority Recording Secretary APPROVED AS TO FORM: Sonia R. Carvalho Authority General Counsel Assistant Counsel HOUSING AUTHORITY OF THE CITY OF SANTA ANA Steven A. Mendoza Executive Director CONSULTANT Y a r d i � By: Hickaei Rernotaxiko Title: 'pi1-eGia2 TIN# 7?- Doq�o5! 5-30 EXHIBIT 2 EXHIBIT A SaaS Subscription Agreement (Attached Separately Paginated) 5-31 EXHIBIT 2 SAAS SUBSCRIPTION AGRIMMENT Yards Systems, Inc., a California corporation headquartered at 430 South Fairview Avenue, Goleta, CA 93117 ('Yards"), and Housing Authority of the City of Santa Ana ("Client") 20 Civic Center Plaza, FI 2 Santa Ana, CA 92701 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 Yards has developed certain application software for use by its clients In the real property and asset management Industry. Yardi application software is available only in the Yardi Cloud [defined In section 1 (Definitions), below]. Client desires to access the Yardl Cloud to use such Yardi software pursuant to this Agreement's terms. In consideration of their respective rights and obligations as set forth in this Agreement, the parties agree as follows: AGREEMENT 1. Definitions. a. "Anniversary Date" means the date that is 365 days after the Initiation Dale, and each anniversary thereafter of the date that Is 365 days after the Initiation Date, during this Agreement's Term. b. "Business Purposes" means accessing the Yardi Cloud to use the Licensed Programs and Yardi Cloud Services for Client's property management and accounting, and related business pur- poses. c. "Client Data" means the data that Designated Users trans- mit and/or enter into the database provided as part of the Yardi Cloud in connection with their Use of the Licensed Programs pur- suant to this Agreement. d. "Contractor" means a contractor who: (1) has an Inde- pendent Consultant Network License Agreement with Yardi; and (I!) is a current member in good standing of Yardi's Independent Consultant Network. e. "Deliverable" means any deliverable or intellectual prop- erty 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" or "DU" means a Client employee or Contractor designated by Client to access the Yardi Cloud and Use the Yardi Cloud Services and Licensed Programs for Business Pur- poses. g. "Effective Date" means the date of the last party signature on this Agreement. h. 'Fees" means the fees identified in Schedule A (Fee Schedule), and any other fees that may become due under this Agreement. i. "Force Majeure Event" means any event beyond the rea- sonable control of the party affected by such event, including with- out 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 fail to perform under this Agreement. J. "initiation Date" means October 1, 2019. It. "Licensed Programs" means the software program(s) Identified in Schedule A (Fee Schedule). I. 'Licensed Programs Documentation" means the user manuals and documentation for the Licensed Programs. m. "Password' means the unique user name and password assigned by Client to each Designated User as more fully de- scribed in section 6 (Users and Passwords). n. 'POC(s)" means the person(s) Client Identifies to Yard! as point(s) of contact for application support services and other ac- count management purposes. o. "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 invoice. P. 'Use" means authorized access to the licensed software in the Yardi Cloud and use of the Licensed Programs and Licensed Programs Documentation by Designated Users solely for Business Purposes. q, 'Yardi Cloud" means the hardware, software, storage, fire - walls, intrusion detection devices, load balancing units, switches and other hardware that make up the Yardi Cloud. r. "Yardl Cloud Services' means installation, maintenance and service of the hardware and software comprising the Yard! Cloud. 2. License Grant: Restrictions: Access to Yards Cloud. a. Licenses. Yardi grants to Client a non-exclusive, non- transferable (except as expressly provided in this Agreement), lim- ited license for Designated Users to: (i) access the Yardi Cloud and Use the Licensed Programs and Yardi Cloud Services solely for Business Purposes; and (il) access the Licensed Programs Docu- mentation and other content on Yardi's Client Central website solely for Business Purposes and subject to the terms of use then - presented on Client Central. 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 sublicense, assignment or other- wise except as expressly provided by this Agreement), time share, modify, reproduce, copy, make derivative works from, distribute, publish, use to provide service bureau services, or publicly display the Licensed Programs. Client may only Use the Licensed Pro- grams for Business Purposes. Client may not reverse engineer, de - compile or otherwise attempt to discover the source code for the Licensed Programs. Client may not permit any person or entity to Page 1 of 11 Confidential Preparation Data: January 6, 2020 5:03 PM 5-32 EXHIBIT 2 breach the restrictions in this section 2(b) (Restrictions). Client may not copy or re-create the Licensed Programs or its objects without Yardi's prior express written consent. Client agrees that the Li- censed Programs must remain at all times In the Yards Cloud, and may not be removed or copied to any other location at any time. Client acknowledges and agrees that Client may not perform scans or electronic testing of any kind an the Yardi Cloud, Licensed Pro- grams, Yardi's corporate networks, and Yardi's corporate servers Including, without limitation, vulnerability scanning or testing, pen- etration scanning or testing or any other type of scanning or testing of the Yards Cloud, Licensed Programs, Yardi's corporate net- works, and Yardi's corporate servers. c. Access to the Yards Cloud. Yard] will use commercially reasonable efforts to make the Yardl Cloud and the Licensed Pro- grams accessible to Designated Users 24-hours per day, 7 days per week, excluding down time for maintenance and repair. Yardi has standing maintenancelrepairlbackup hours from 11:00 pm (lo- cal time at the data center) each day to 1:00 am (local time at the data center) each succeeding day, and an additional 2 hours for the maintenance/repair/backup hours beginning at 11:00 pm (local time at the data center) each Saturday night [i.e., the Saturday- night-toSunday-moming standing maintenancelrepairlbackup hours extend an extra 2 hours until 3:00 am (local time at the data center) each succeeding Sunday]. Yardi will use commercially rea- sonable efforts to provide as much notice to Client as reasonably possible under the circumstances for emergency maintenance/re- pair downtime outside the aforementioned standing hours. 3. Term and Termination. a. Term. This Agreement will commence on the Effective Date and shall remain in full force until September 30, 2020 (the "Initial Term") unless earlier terminated in accord with section 3(c) (Termination for Cause). Upon expiration of the Initial Term, this Agreement may be renewed by Client for up to two (2) one-year renewal terms (each a "Renewal Term") unless a parry provides written notice of non -renewal at least 30 days prior to expiration of the then -current (Initial or Renewal) Term. The Initial Term and Re- newal Term(s) shall be collectively referred to as the "Term.' b. Intentionally Omitted. c. Termination for Cause. Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within 7 days of written notice of a material breach, or if the breach- ing party cannot reasonably cure the material breach within 7 days, the breaching party fails to initiate cure within 7 days and fails to continuously and diligently work to cure the breach until the breach is cured. Termination pursuant to this section 3(c) (Termination for Cause) shall be effective upon delivery of written notice after expi- ration of the applicable cure period. d. Effect of Termination. Upon the effective date of this Agreement's termination or expiration: (i) the license for the Li- censed Programs and Licensed Programs Documentation will ter- minate; (li) Client will cease Use of the Yardi Cloud, Yardi Cloud Services, Licensed Programs and Licensed Programs Documen- tation; (iii) Client's access to the Yardi Cloud and Licensed Pro- grams will be disabled; and (iv) Client shall pay any Undisputed Fees to Yards. e. Survival. The parties' obligatians under, and the provisions of, sections 4 (License Fees), 8(b) (Limited Liability for Unauthor- ized Client Data Access), 9 (Confidentiality), 10 (Warranties), 11 (Damage Limitations), 13 (indemnification), 15 (Assignment) and 18 (General Provisions) shall survive this Agreement's termination or expiration. 4. License Fees. a. Fees. Client agrees to pay Yardi the Fees in accordance with the payment terms set forth in Schedule A (Fee Schedule). b. Failure to Pay. Client's failure to timely pay any Undis- puted Fee when due Is a material breach subject to the terms of section 3(c) (Termination for Cause). Additionally, Undisputed Fees shall accrue Interest from their due date until paid at the rate of 1.5% per month or the maximum rate allowed under applicable law whichever is less. c. Taxes. The Fees are exclusive of any tariff, duty, or tax, however designated, levied, or based including, without limitation, any taxes based on: (]) this Agreement; (ii) the Licensed Programs, Yards Cloud, Yardi Cloud Services, or Deliverables; (Ili) Client's Use of the Yards Cloud, Yardi Cloud Services, or Licensed Programs; (iv) the Licensed Programs Documentation; or (v) any materials or supplies furnished by Yardi per this Agreement. Client is responsi- ble for all applicable tariffs, duties or taxes (exclusive of taxes based on Yardi's net income) applicable to this Agreement. d. Partial Fee Disputes. If Client reasonably and in good faith disputes any Fees, and provides notice in accord with section 18(Q (Notices) of such dispute, Client agrees that any undisputed portion of such Fees are Undisputed Fees and Client agrees to timely pay any such Undisputed Fees. 5. Implementation and Training. a. Third Party Software and Hardware Requirements. Cli- ent Is solely responsible for purchasing, installing and maintaining, at Client's expense, any third party software and hardware neces- sary for Designated Users to access the Yardi Cloud and Use the Licensed Programs and Yardi Cloud Services. Yardi shall not be liable for any such third party software or hardware, and Client acknowledges and agrees that any assistance provided by Yardi in connection with such third party software and hardware shall not alter Client's responsibility or Yardi's liability disclaimer under this section 5(a) (Third Party Software & Hardware Requirements). b. Location. Implementation and training services may (al Client's election) take place at a location specified by Client or via telecommunications. Yardi will bill Client for initial implementa- bonitraining services as indicated in Schedule A (Fee Schedule). Client may request additional on -site implementation/training ser- vices [i.e., in addition to the on -site Implementation/training ser- vices set forth in Schedule A (Fee Schedule)] at any time and Yardi will make commercially reasonable efforts to timely accommodate Client's request. Additional on -site implementation/training ser- vices are subject to the parties' mutual agreement on: (I) the sched- ule for performance of the additional services; and (11) Yardi's Fees for the additional services. Client acknowledges and agrees that no recording of any sort (whether audio, visual, or otherwise) of Yardi Implementation/Training services is allowed under this Agreement or otherwise. c. OnSites. Client acknowledges that in -person implementa- bonllraining service visits at a Client location require a minimum visit of 8 hours per visit. Client agrees to pay all reasonable ex- penses associated with on -site visits including, but not limited to, travel to and from the site, lodging, meals, etc. Client acknowledges that training services for more than 12 Client trainees require Client to pay for 1 additional Yardi trainer for each 12 Client trainees in excess of 12. Client agrees that Client must pay for any Implemen- tation/training services cancelled less than 10 business days prior to their scheduled date. d. Data Conversion. Yardi will bill Client for electronic data conversion services, If initially ordered, at the rate stated in Sched- ule A (Fee Schedule). Absent an agreement to the contrary, Client shall otherwise be solely responsible for data conversion, data Page 2 of 11 Confidential Preparation Date: January 6, 2020 5:03 PM 5-33 EXHIBIT 2 preparation, data entry and data verification, and any post -conver- sion clean-up. Additional Yardi data conversion services R.e., in ad- dition to any Initial data conversion services set forth in Schedule A (Fee Schedule)) are subject to the parties' mutual agreement on: (1) the schedule for performance of the additional services; and (li) Yardi's Fees for the additional services. e. Testing. Client shall have 90 days commencing upon the Effective Date (the 'Testing Period") to test the Licensed Pro- grams, Yards Cloud and Yardi Cloud Services. At any time during the Testing Period, Client may elect to cease Use of the Licensed Programs, Yardi Cloud and Yardi Cloud Services and cancel this Agreement, in which event Yardi will refund to Client all amounts paid by Client to Yard€ pursuant to this Agreement less reasonable amounts [determined by reference to the Fees/rates indicated in Schedule A (Fee Schedule)] for initial set-up, implementation, train- ing and support of the Licensed Programs, Yardi Cloud and Yardi Cloud Services provided prior to Client's notice of cancellation pur- suant to this section 5(e) (Testing). 6. Users and Passwords. a. Designated Users. Client agrees that its exercise of the license granted by this Agreement shall only be through its Desig- nated Users. Client's license to access and Use the Yardi Cloud and Licensed Programs is limited as provided in Schedule A (Fee Schedule). Each Designated User must have a unique Password. b. Password Assignment. Client's application support POC(s) will be Designated Users, will designate the other Desig- nated Users, and will provide each other Designated User with a Password. Each Password shall be personal and unique to the ap- plicable Designated User, and may not be used by anyone other than such Designated User. Each Password may only be used from 1 computer at any given time. Client shall be responsible for maintaining Designated User Password security. c. Client Obligations with Respect to Designated Users. Client shall inform each Designated User of this Agreement's terms and restrictions and shall enforce such restrictions. Client agrees to notify Yardi If Client becomes aware of any failure of a Desig- nated User to adhere to the license terms and restrictions in this Agreement. 7. Application Support & Upgrades. a. Application Support Service. Yardi will provide applica- tion support and upgrades for the Licensed Programs as set forth in this section 7 (Application Support & Upgrades). b. Client Contacts. Client agrees to appoint application sup- port POC(s). Client may change the application support POC(s) upon advance written notice to Yardi. Yardi shall have no obligation to contact, or communicate with, anyone regarding application sup- port and maintenance Issues except Client's application support POC(s). Client acknowledges that it is Client's responsibility to keep Client's application support POC(s) current, and to notify Yardi of any changes. c. Yards Contacts. During initial implementation, Yardi shall appoint an account manager to Client's account. After Initiai imple- mentation, Yards will either assign Client to an account manager or an application support team. Yardi may change the Identity of indi- vidual account managers from time to time upon notice to Client. Client's application support records relating to Client will be availa- ble to Yardi's entire application support team at all times. d. Application Support Services. Yards shall provide appli- cation support for the Licensed Programs through its account man- agers and technical staff to Client's application support POC(s). Application support does not include on -site installation, implemen- tation, training, or testing of the Licensed Programs, nor does it in- clude data conversion. Those services, If initially ordered, are spec- ified in Schedule A (Fee Schedule). Yardi's application support ser- vice team will use commercially reasonable efforts to address and solve Client's issues but cannot guarantee satisfaction in every case. e. Total Hours Included. Client's annual application support allotment is specified in Schedule B. L Application Support Hours. Yardi's application support hours are from 6:00 am to 5:00 pm (Pack Time) Monday through Friday (excluding holidays). g. Priority. (1) Yardi shall have the right to prioritize application support requests according to the application support issue's Impact on Cli- ent. Yards will prioritize application support requests in the following order: Priority 1: Business hailed (total inability to perform normal opera- tion) Client will submit support requests by telephone to Yardi's application support number. Response as rapid as reasonably feasible — generally within 2 business hours. Priority 2: Business impacted (severe restriction of Client's Use of the Licensed Programs — a potentially critical problem) • Client will submit support requests by telephone to Yardi's application support number. • Prompt response subject only to delays for priority 1 is- sues, generally within 4 business hours. Priority 3: Non -critical service requests (any issue that is not a Pri- ority 1 or Priority 2 issue) • Client will submit support request by telecommunications to Yardi application support. • Response subject to delays for priority 1 and 2 issues, generally within 1 business day. (€i) Yard€ will work on Priority 1 and 2 issues with continuous focus, and with Client's cooperation, through resolution. h. Standard Tenn. Application support services are subject to this Agreement's terms and timely payment of all Undisputed Fees. Subject to the section 3(c) (Termination for Cause) notice and cure provisions, Yardi may suspend application support ser- vices if Client fails to timely make any Undisputed Fee payment. I. Obsolescence. Yardi reserves the right to cease providing application support services for the Licensed Programs on the later of: (1) 3 years from the date on which Yardi ceases to license the Licensed Programs; or (li) 5 years from the Effective Date. Yardi agrees to notify Client if and when Yardi will cease application sup- port services in accord with this section 7(i) (Obsolescence). S. Client Data. a. Client Data Storage. Subject to Force Majeure Events, Yards agrees to store Client Data on a virtual database server in the Yards Cloud. b. Limited Liability for Unauthorized Client Data Access. Yards agrees to use: (1) firewalls and other technology generally used in the trade to prevent unauthorized 3'd party access to its computer systems storing Client Data; and (ii) encryption technol- ogy generally used in the trade to prevent unauthorized 31d party access to Client Data transmissions. Notwithstanding the forego- ing, Yardi shall not be liable to Client in the event that: (A) its use Page 3 of 11 Confidential Preparation Date: January 6, 2020 5:03 PM 5-34 EXHIBIT 2 of firewalls and other technology generally used in the trade fails to prevent unauthorized third party access to Client Data; or (B) its use of encryption technology generally used in the trade fails to prevent unauthorized third party access to Client Data transmis- sions. Nothing In this section 8(b) (Limited Liability for Unauthorized Client Data Access) shall constitute a representation or warranty by Yardi that Client Data storage or transmission will be inaccessi- ble to unauthorized third parties. 9. Confidentiality. a. Confidential Information Definition. "Confidential Infor- mation" means all technical and non -technical information includ- ing: (I) Client Data, (ii) patent, copyright, trade secret, and other proprietary information; (i€€) inventions, know-how, processes, or al- gorithms; (iv) software programs, software source documents, ob- ject code, source code, database dictionaries, network diagrams, UML diagrams, Licensed Programs, Licensed Programs Docu- mentation, Licensed Programs schema, Licensed Programs func- tions, Licensed Programs user interface screens, SSIS, data ware- house schema, cube specifications and configuration, the reports generated by the Licensed Programs, Yardi Cloud specifications and configuration, Yardi Cloud hardware specifications and config- uration, and Yardi Cloud Services; (v) development, design details and specifications; (vi) a party's financial Information; (vii) customer lists, business forecasts, sales and marketing plans and infor- mation; (viii) the prices offered or paid per this Agreement for Yardi's products and services; (ix) SSAE18 audit reports and PCI DSS attestations of compliance and any information related to SSAE18 audit reports and/or PCI DSS attestations of compliance; (x) this Agreement's terms; and (A) any other Information disclosed by a party, or to which a party is exposed because of this Agree- ment, that the disclosing party Identifies as confidential at the time of disclosure or which — by its nature - reasonably should be re- garded as confidential. b. Nondisclosure and Nonuse Obligations. Each party (the "Receiving Party") agrees that it will not disseminate, distribute, expose, or in any way disclose any Confidential Information of the other party (the "Disclosing Party") to any third party. The Receiv- ing Party may use the Disclosing Parry's Confidential Information to the extent necessary to perform its obligations under this Agree- ment. The Receiving Parry's employees and Contractors may use Confidential Information only for the specific business purpose for which it was made available and not for any other purpose. The Receiving Party's employees and Contractors may not use Confi- dential Information in any way that may compete with Disclosing Party. The Receiving Party may not disclose Confidential Infor- mation to its employees and Contractors for the purpose of ena- bling any such employees or Contractors to service, maintain, or modify the Licensed Programs. The Receiving Party agrees that it will treat all Confidential Information with the same degree of care as the Receiving Party accords its own Confidential Information, but in no event less than reasonable care. The Receiving Party agrees that it shall disclose Confidential Information only to those of its employees and Contractors who need to know such infor- mation, and the Receiving Party certifies that such employees and Contractors have previously agreed, either as a condition to em- ployment or in order to obtain the Confidential Information, to be bound by terms and conditions applicable to the Receiving Party under this Agreement. The Receiving Party shall immediately give notice to the Disclosing Party of any unauthorized use or disclosure of the Disclosing Party's Confidential Information. The Receiving Party agrees to assist the Disclosing Party in remedying any such unauthorized use or disclosure of Disclosing Parry's Confidential Information. c. Exclusions from Nondisclosure and Nonuse Obliga- tions. The Receiving Party's obligations per section 9(b) (Nondis- closure and Nonuse Obligations) shall not apply to Confidential In- formation that the Receiving Party can document: (i) was (through no fault of the Receiving Party) In the public domain at or subse- quent to the time the Disclosing Party disclosed the information to the Receiving Party; (ii) was rightfully in the Receiving Party's pos- session free of any confidentiality obligation at or subsequent to the time the Disclosing Party disclosed It to the Receiving Party; or (ill) was developed by the Receiving Party's employees or agents Independent of, and without reference to, any Information commu- nicated to the Receiving Party by the Disclosing Party. A Confiden- tial Information disclosure by the Receiving Party either. (A) in re- sponse to an enforceable order by a court or other governmental body; (B) as otherwise required by law; or (C) necessary to estab- lish the rights of either party under this Agreement, shall not be a breach of this Agreement by the Receiving Party or a waiver of confidentiality for other purposes; provided, however, the Rece€v- Ing Party shall provide prompt prior written notice of any such Con- fidential Information disclosure to the Disclosing Party (to the extent allowed by applicable law) to enable the Disclosing Party to seek a protective order or otherwise prevent such disclosure. d. Ownership and Return of Confidential Information. The Disclosing Party's Confidential Information is and shall remain the Disclosing Party's property, and this Agreement does not grant or Imply any license or other rights to the Disclosing Party's Confiden- tial Information except as expressly set forth in this Agreement. Within 5 business days after the Disclosing Party's request, the Re- ceiving Party will promptly either (at the Disclosing Party's election) destroy or deliver to the Disclosing Party all Confidential Infor- mation fumished to the Receiving Party, and the Receiving Party agrees to provide a written officer's certification of the Receiving Party's compliance with the foregoing obligation. e. Third Party Information Disclosure. The Disclosing Party shall not communicate any information to the Receiving Party in violation of the proprietary rights of any third party. 10. Warranties. a. Limited Software Warranty. Yardi warrants that the Li- censed Programs will perform substantially as specified in the Li- censed Programs Documentation. Yardi does not warrant that the Licensed Programs will meet Client's requirements and expecta- tions. b. Remedy for Limited Software Warranty Breach. If Yardi breaches the warranty set forth in section 10(a) (Limited Software Warranty), Yana€ agrees to use commercially reasonable efforts to modify the Licensed Programs so that the Licensed Programs con- form to that warranty. If such modification is not commercially rea- sonable, then Yardi will notify Client and Client may terminate this Agreement. In the event Client terminates this Agreement per this section 10(b) (Remedy for Limited Software Warranty Breach), Yardi will refund to Client, on a pro-rata basis, the annual Fees paid by Client to Yardi within the year prior to the effective date of CII- anl's termination. THE FOREGOING REMEDY IS CLIENT'S SOLE REMEDY IN THE EVENT OF A BREACH OF THE WARRANTY SET FORTH IN SECTION 10(a) (Limited Software Warranty). c. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWED UNDER APPLICABLE LAW, YARDI DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES WITH REGARD TO THE LICENSED PROGRAMS INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MER- CHANTABILITY AND FITNESS FOR A PARTICULAR PUR- POSE. d. Internet Performance Disclaimer. Yards does not and cannot control the flow of data via the Inlemet. Such flow depends In large part on the performance of Internet services provided or controlled by third parties. At times, actions or Inactions of such Page 4 of 11 Confidential Preparation Date: January 6, 2020 5:03 PM 5-35 EXHIBIT 2 thins parties can impair or disrupt the Internet. Yardi will use com- mercially reasonable efforts to remedy and avoid such events, but cannot guarantee that such events will not occur. Accordingly, Yardi disclaims any liability resulting from or relating to such events. 11. Daman Limitations. a. Damage Waiver. REGARDLESS OF ANY OTHER PRO- VISION IN THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YARDI DISCLAIMS ALL OB- LIGATIONS AND LIABILITIES FOR SPECIAL, INDIRECT, INCI- DENTAL, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL DAMAGES, ATTORNEYS' AND EXPERTS' FEES, AND COURT COSTS (EVEN 1F YARDI HAS BEEN ADVISED OF THE POSSI- BILITY OF THESE DAMAGES), ARISING FROM OR IN CON- NECTION WITH THIS AGREEMENT. b. Liability Limit IN ADDITION TO THE LIMITATIONS OTHERWISE SET FORTH IN THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, CLIENT AGREES THAT IN THE EVENT OF ANY CLAIM OR CAUSE OF ACTION BY CLIENT ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT, YARDI'S MAXIMUM LIABILITY TO CLIENT, REGARDLESS OF THE AMOUNT OF LOSS CLIENT MAY HAVE SUFFERED, SHALL NOT EXCEED THE FEES PAID BY CLIENT TO YARDI PURSUANT TO THIS AGREEMENT WITHIN THE YEAR PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. 12. Ownership a. Yardi's Ownership. Client agrees that, as between Yardi and Client, Yardi is and shall remain the sole and exclusive owner of all right, title and interest in and to the Licensed Programs, De- liverables, Yardi Cloud, Yard! Cloud Services, and Licensed Pro- grams Documentation, and to all intellectual property rights in the foregoing. The only rights Client obtains in the Licensed Programs, Deliverables, Yards Cloud, Yards Cloud Services, and Licensed Programs Documentation are the licenses expressly granted to Cli- ent in this Agreement. b. Client's Ownership. Yardi agrees that, as between Yardl and Client, Client is and shall remain the sole and exclusive owner of all right, title and interest in and to Client Data. 13. Indemnification. a. Indemnity. Yardi agrees to defend, indemnify and hold Cli- ent harmless from and against any third party claims, actions or demands alleging that Client's Use of the Yardi Cloud, Yardi Cloud Services, Licensed Programs, Licensed Programs Documentation, and Deliverables in accordance with this Agreement's terms in- fringes on a third parry's proprietary information, trademark, copy- right, patent rights or intellectual property rights, or misappropriates a third parry's trade secrets. b, Indemnity Conditions. Yardi's defense and indemnifica- tion obligation per section 13(a) (Indemnity) is conditioned upon the following: (i) Client providing Yardi with prompt written notice of any claim for which Indemnification is sought; (ii) Yardi having sole con- trol of the defense and settlement of such claim, provided, how- ever, that Client shall have the right to have any suit or proceeding monitored by counsel of Client's cholce and at Its expense; and (III) Client's reasonable cooperation with Yardi in the defense and set- tlement of the claim. c. Injunction. If the Licensed Programs become the subject of a patent, trademark, copyright, or trade secret misappropriation or Infringement claim, and such claim results — or Is reasonably likely to result — In an injunction against Client's continued Use of the Licensed Programs, Yardi will: (I) replace or modify the Li- censed Programs to avoid the misappropriationlinfringement claim; (i) secure Client's right to continue Use of the Licensed Programs; or (ill) if neither (i) or (ii) is commercially practicable, either party may terminate this Agreement upon written notice to the other party. 14. Programming Services. a. Programming Services. Yardi provides programming ser- vices including, without limitation, database customizations, user Interface customizations, database reports, database scripts and other programming services (collectively, 'Programming Ser- vices"). b. Programming Services Terms. The Fees for Program- ming Services, If initially ordered, are set forth In Schedule A (Fee Schedule). Client will otherwise Initiate Programming Service re- quests by providing written notice of the desired services to Yardl, and Yards will advise Client of Yardi's availability and schedule for performing the Programming Services. Programming Services are subject to Client's written acceptance of (1) Yardi's schedule for meeting Client's Programming Service request; and (ii) Yardi's Fees for such Programming Services. c. Deliverables License. Subject to Client's full payment of all Undisputed Fees related to Programming Services, Yardi grants to Client a non-exclusive, non -transferable (except as expressly provided in this Agreement), limited license for Designated Users to Use the Deliverables in connection with their Use of the Licensed Programs, Yardi Cloud and Yardi Cloud Services. 15. Assignment a. Assignment Limitation. Except for the exceptions speci- fied in section 15(b) (the "Permitted Exceptions"), Client shall not (either directly or indirectly) assign, sell, convey, pledge, or other- wise transfer this Agreement without first obtaining Yardi's express written consent, which Yards shall not unreasonably withhold. Ex- cept for the Permitted Exceptions, any attempted assignment made Without Yardi's prior express written consent is void and a material breach of this Agreement. b. Permitted Exceptions. Subject to the conditions prece- dent set forth in this section 15(b) (Permitted Exceptions), Client may assign this Agreement without Yardi's prior consent and upon notice: (1) to a wholly owned subsidiary; or (ii) in connection with any merger, acquisition, or reorganization involving Client. Any as- signment is subject to the following conditions: (A) Client, or Cli- ent's successor, continuing in the same type of business that Client was conducting at the time of this Agreement's execution; and (B) Client or Client's successor providing to Yardi a written ratification and assumption of this Agreement (in a form reasonably satisfac- tory to Yards) concurrent with the assignment. 16.Outsourcina. a. Server Location. Yards reserves the right to locate the vir- tual servers and other equipment needed to provide the Yardi Cloud either at its facilities or at the facilities of independent service providers. Yardi may change the location of the virtual servers and other equipment needed to provide the Yardi Cloud at any time during this Agreement's Term; provided that any such change of location shall not affect Yardi's obligations under this Agreement and shall not Interrupt Client's access to the Yardi Cloud, Client Data, and Licensed Programs. 17. Mediation. a. Mediation Request; Condition Precedent. In the event of a dispute arising out of or related to this Agreement which the par- ties are unable to resolve through direct negotiation, either party may serve upon the other at Its principal place of business a re- quest for mediation. Neither party may file an action against the other in any court, or initiate any other legal proceeding, unless and until the party seeking to do so has first requested a mediation hearing and made a good faith effort to complete the mediation Page 5 of 11 Confidential Preparation Date: January 6, 2020 5:03 PM 5-36 EXHIBIT 2 process provided in this Agreement. b. Mediation Process. The parties will select a neutral, inde- pendent mediator with experience In the relevant subject matter by the rules of the office of the Judicial Arbitration and Mediation Ser- vice (JAMS) closest to the mediation venue. The parties shall con- duct the mediation not less than 10 or more than 20 days from the date the party requesting mediation gives notice of the request for mediation to the other party. The parties shall conduct the media- tion in Santa Barbara, California. The parties shall equally bear the mediation costs. c. Mediation Confidentlality. The parties shall maintain the mediation proceedings in confidence and shall not disclose to third persons the statements made in mediation by the other parties or the mediator. The mediation confidentiality provisions of California Evidence Code sections 1115 —1128 shall apply to the mediation proceedings. d. Mediation Statements; Attendee Authority. At least 5 days before the date of the mediation, each parry shall provide the mediator and the other party with a statement of its position and copies of supporting documents. Each party shall send to the me- diation a person who has authority to bind the parry. a. Non -Binding. If a party participates in good faith in a me- diation and is dissatisfied with the outcome, that party may then Invoke all legal rights and remedies available to the party at law or In equity. 18. General Provisions. a. Independent Contractor Status. The parties agree that they are Independent contractors and nothing in this Agreement Is intended to make the parties partners, agents, joint venturers, or any other form of joint enterprise, or to make the employees, agents, or representatives of one of the parties Into employees, agents, or representatives of the other party. No party to this Agree- ment shall have any express or implied right or authority to assume or create any obligations on behalf of the other party or to bind the other party to any contract, agreement, or undertaking with any third party. b. Governing Law. This Agreement shall be governed and determined by the laws of the United Stales and the Stale of Cali- fornia as such laws are applied to agreements made and per- formed entirely within the State of California. c. Venue. Any action or proceeding related to or arising out of this Agreement shall be resolved only in a court of competent juris- diction in the County of Orange, State of California (or the court of competent jurisdiction closest to the County of Orange, CA if no court of competent jurisdiction resides in the County of Orange, CA), and the parties consent to the personal jurisdiction of such courts and expressly waive any right they may otherwise have to cause any such action or proceeding to be brought or tried else- where. d. Injunctive Relief. (1) Yardi Injunctive Relief. The parties acknowledge and agree that, if Client breaches any of its obligations under sections 2(a) (Licenses). 2(b) (Restrictions), 9 (Confidentiality) or 15 (As- signment), Yardl might incur irreparable harm and damage that might not be fully compensated with monetary damages. Accord- Ingly, if Client breaches any provision of sections 2(a) (Licenses), 2(b) (Restrictions), 9 (Confidentiality), or 15 (Assignment) Yardi may seek specific performance of Client's obligations under those sections and injunctive relief against any further violations of those sections. (ii) p,Ii,ent Injunctive Relief. The parties acknowledge and agree that, If Yardi breaches any of Its obligations under section 9 (Confidentiality) Client might incur Irreparable harm and damage that might not be fully compensated with monetary damages. Ac- cordingly, if Yardi breaches any provision of section 9 (Confidenti- ality) Client may seek specific performance of Yardi's obligations under that section and Injunctive relief against any further violations of that section. e. Binding Effect. This Agreement Is binding on and Inures to the benefit of the parties and their permitted assigns, succes- sors, and legal representatives. f. Notices. (i) The parties shall deliver any notice required by this Agreement by personal delivery, certified U.S. Mail return receipt requested, or established, reputable expedited delivery carrier providing proof of delivery service, and will be deemed given upon confirmed delivery to the party to whom it is Intended at its record address. The record addresses of the parties are set forth below. (ii) If to Client: HOUSING AUTHORITY OF THE CITY OF SANTA ANA 20 Civic Center Plaza, F12 Santa Ana, CA 92701 (III) If to Yardi: Attn: Legal Department YARDI SYSTEMS, INC. 430 S. Fairview Ave. Goleta, CA 93117 (iv) Either party may change its record address by giving written notice of such change to the other party. g. Waiver. The waiver of a party's breach of this Agreement shall not operate or be construed as a waiver of any other or sub- sequent breach. h. Severability. If a court or other body of oompetent jurisdic- tion determines that any part of this Agreement is unenforceable, the remainder of this Agreement shall nevertheless remain en- forceable. i. Headings. This Agreement's section headings and cap- tions are Inserted forconvenience only and are not intended to form a material part of this Agreement. J. Data Use. Yardi may aggregate, compile, and use Client Data in order to Improve, develop or enhance the Licensed Pro- grams and/or other services offered, or to be offered, by Yard!; pro- vided that no Client Data is identifiable as originating from, or can be traced back to, Client or a Client customer, tenant or resident in such aggregated form. k. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the agreement between the parties pertaining to this Agreement's subject matter and super- sedes all prior and contemporaneous understandings or agree- ments of the parties. No parry has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty except those inducements, representations and warran- ties expressly set forth in this Agreement. I. NonSoliciUNon-Hire. The parties agree not to solicit (other than a general solicitation to the public) the employment of, engage as an independent contractor, or hire, any employee of the other party while such person is an employee of the other party and until such person has not been an employee of the other parry for 6 months. Page 6 of 11 Confidential Preparation Dale: January 6, 2020 5:03 PM 5-37 EXHIBIT 2 m. Modification. The parties may only modify or amend this Agreement by a writing signed by both parties; provided, however, that Client may increase Client's licensed Designated User, prop- erty, unit, etc. count (as applicable) by delivering to Yardi a signed copy of Yardi's standard, approved form for such changes_ n. Force Majeure. Neither party shall be liable under this Agreement for failure or delay in performance caused by a Force Majeure Event. If a Force Majeure Event occurs, the party affected shall use commercially reasonable efforts to resume the perfor- mance excused by the Force Majeure Event. o. Right to Audit and Compliance. In accordance with Yardi's obligations to credit bureaus, credit reporting agencies, and Including Yardi's obligation to help prevent and detect potentially fraudulent and/or suspicious activity, Client acknowledges and agrees that Yardi may conduct random as well as regular monitor- ing of users' access to and use of the Yardi Cloud and Licensed Programs as they relate to this Agreement In order to validate that users are accessing and using the Yardl Cloud and Licensed Pro- grams for legitimate purposes and in accord this Agreement. Addi- tionally, pursuant to any obligations Yardi has, or may have, under any laws or regulations concerning the prevention of Identity theft, financial fraud, money laundering, terrorist financing, etc., Client agrees to comply with any standard Yardi "know your -client" re- quirements, processes, and/or procedures. p. Signature; Counterparts. This Agreement is not binding on the parties unlit both parties have signed it and have received a copy signed by the other party. However, both signatures need not appear on the same copy of this Agreement, so long as both signed copies have identical contents. The parties may transmit signatures on this Agreement by electronic transmission, which shall be bind- ing upon the parties. Counterparts with original signatures shall be provided to the other party within 5 days of electronic transmission; however, the failure to provide the original counterpart shall have no effect on this Agreement's enforceability or binding nature. If executed in counterparts, this Agreement will be as effective as if simultaneously executed. HOUSING AUTHORITY OF THE CITY OF SANTA ANA ("Client") By: Dale; Print Name: Title: YARDI SYSTEMS, INC ("Y I") By: Date: JAN ! I, 20 Print Name; # fli—Ad—el b........._en �rrrnasr�r�mror�rnv Title: b!Vator Rev. 010319 Page 7 of 11 Confidential Preparation Date: January 6, 2020 5:03 PM 5-38 EXHIBIT 2 SCHEDULE A Fee Schedule Yards Pin #- 100033204 Yardi Order #: 189889 SaaS Select Annual Fees Unit of Measure MOM Net License WOW Count $lLIOM Concession $ILIOM Annual Fee Voyager PKA Property Wnagement Unit 2,300 $20,00 ($6.68) $13.32 S30,636.00 Inspector General Unit 2.300 $2.00 ($1.22) $0.78 $1,794.00 R1RTrCaf6 PHA Applicant Portal each 1 $10,000.00 ($3,679.36) $6.320.62 $6,320,62 R94TCaf6 PHA Resident Forte[ each 1 $10,000.00 ($3,679.38) $6,320.62 $6,320.62 RENTC06 PHA Online Applicatlans Portal each 1 $10,000.00 ($3,679.38) $6.320.62 $6.320.62 Total $51,391.86 Total Fees Due Annual Fee $51.391.86 Sales Tax as applicable Total Due $51,391.86 Additional Terms 1. PAYMENT TERMS (excluding applicable taxes): 100% payable upon execution of this Agreement. 2. Client may request future paperwork to increase/decrease the licensed Unit count by a minimum of 25 Units. Client may access Yardi Client Central to increaseldecrease the licensed Unit count online without a minimum. 3. Additional terms are set forth in the following schedules to this Agreement: B — Yardi SaaS Subscription Services and Governance Schedule C — Additional Terms 4. Fees are subject to increase on each Anniversary date; such increases shall not exceed the percentage increase outlined by the U.S. Department of Labor (per the Bureau of labor Statistics' Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W): U.S. City Average table) for the preceding year. Page 8 of 11 Confidential Preparation Date: January 6, 2020 5:03 PM 5-39 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 EXHIBIT 2 SCHEDULE C Additional Terms Product Terms: 1. Voyager Property Management Includes Accounting, Property Management, MainlenancelWork Orders a. PHA Property Management includes Inspections, Fixed Assets, Yardl Job Cost 2. Walk -In Rent Collection/Rent Payment Services (WIPST" ): a. Client acknowledges and agrees to pay all fees and other charges, including any statement, service, chargeback, applica- tion, rejection, return, reversal, refund, debit or other fee Imposed by a processing institution, correspondent bank, merchant bank or other Institution in connection with the authorization, processing and settlement of Client's Transactions. b. Client acknowledges and agrees that it must do one of the following: (1) utilize a banking institution that is supported by Yardi; (H) secure the agreement of Client's banking Institution to work with Yardl In Interfacing WIPS with Client's banking Institution (in which case reasonable time will be necessary to complete the interface in light of the interface requirements); or (lii) sign-up for, and utilize, ProfitStars' banking institution processing services. c. Client acknowledges and understands that CheckFreePay is a third party vendor and licensed money transmitter and is solely responsible for Its network of agents (the "Agents'). Client further acknowledges and understands that among various other unrelated business transactions: (1) Agents accept cash -only rent payments from WIPS tenants in exchange for a nominal convenience fee (for purposes of this Agreement, each cash payment remitted by a tenant through WIPS, less the Agent's convenience fee, is referred to as a "Payment); and (il) Yardi does not collect rent directly from any tenant through WIPS and has no control over the Agents or CheckFreePay's Agent network. d. Client acknowledges and understands that the tenant, not the Agent, determines how much rent to pay using WIPS. Be- cause the Agent will accept whatever cash sum the tenant desires to pay and will charge a convenience fee each time a payment Is made, the Payment(s) made by a tenant to the Agent may be less than, equal to, or greater than the total rent due. Accordingly, Client acknowledges and understands that the rent payment subsequently reflected in Voyager and ulti- mately credited to Client's account may be an under- or over -payment of the tenant's rent. Except to the extent such under - or over -payment is caused solely by Yardi's negligence or willful misconduct, Client expressly acknowledges and agrees that the payment of rent is a matter between Client and tenant and Client agrees to defend, indemnify and hold Yardi harmless from and against any third party (including tenant) claims relating to or arising out of the use of WIPS. a. Typically, Voyager will reflect each Payment within 1 business day and each Payment will be credited to Client's designated account within 3 business days. Because delays may arise from time to time, these are targets and not guarantees; how- ever, so long as Client has provided all necessary and correct Payment Processing information to enable Yardi to properly facilitate the routing of Payments from the Agent to the Client, Yardl has the appropriate guarantees from CheckFreePay that CheckFreePay will promptly and accurately deliver to Client all Payments made using WIPS. f. Client expressly acknowledges and agrees to the following Office of Foreign Asset Control (OFAC) obligations: (1) Client shall not use WIPS, or allow WIPS to be used, for any purpose other than the payment of rent and related charges by tenants who physically occupy the dwelling for which the rent payment or related charges apply. (2) Client shall at all times comply with all OFAC requirements and fulfill all OFAC responsibilities that apply to Client concerning the administration and enforcement of economic and trade sanctions against targeted foreign states, organizations, and individuals, including providing any Information to Yardi that Is reasonably necessary for Yardi to fulfill Its obligations under OFAC, if any. (3) If at any time Client discovers or reasonably believes a tenant, employee or organization on the Specially Desig- nated Nationals and Blocked Persons List, published from time to time by OFAC (the "OFAC Llst), Is using WIPS for any reason, Client shall immediately notify Yards and cooperate fully with any subsequent investigation or request for Information that may be required in connection with complying with OFAC requirements and all other applicable laws and regulations. (4) Except to the extent an OFAC violation arises solely as a result of Yardi's gross negligence or willful misconduct, Client agrees to defend, Indemnify and hold Yardi and its parent, subsidiaries, directors, officers, agents, repre- sentatives, and employees harmless from all claims, losses, penalties and other liabilities relating to or arising out of any acts or omissions by Client and its parent, subsidiaries, directors, officers, agents, representatives, tenants or employees that give rise to an OFAC violation. g. Terms Applicable If Client Uses Yardi's Master Merchant Account with WIPS Transactions. If Client utilizes Yardi's Master Merchant Account with ProfitStars for WIPS Transactions, Client acknowledges and agrees that: (i) Client may only process tenant rent payment WIPS Transactions through Yardi's Master Merchant Account with PmfitStars; and (ii) Client agrees that Yardi may satisfy reimbursement for any fees and other charges, Including any statement, service, chargeback, application, rejection, return, reversal, refund, debit or other fee imposed by a processing institution, correspondent bank, merchant bank or other institution in connection with the authorization, processing and settlement of Client's WIPS Trans- actions from subsequent deposits to the corresponding bank account. Allotted DUs Included: 1. Agreement includes unlimited residential DUs Concession Details: 1. All annual concessions for at -charge products set forth In Schedule A (Fee Schedule) are contingent upon Client maintaining the at - charge product license count set forth in Schedule A (Fee Schedule). If Client reduces the Initial at -charge product license count affecting annual license Fees by more than 10%, the concesslon shall be reduced In correlation to the annual license Fee reduction. For example, if Client reduces the annual license Fee by 50%, the annual concessions for at -charge products set forth In Schedule A (Fee Schedule) shall be reduced by 50%. Page 10 of 11 Confidential Preparation Date: January 6, 2020 5:03 PM 5-41 EXHIBIT 2 Other Terms: 1. Yardi licensestservices are sold separately unless otherwise stated. 2. Client acknowledges that additional Ilcenseslservices [i.e., in addition to those initially set forth in Schedule A (Fee Schedule)) require additional Fees at Client's then -current, cumulative, CPI -increased base rate (which base rate shall be annually CPI -Increased upon Invoicing approximately 60 days prior to each Anniversary Date) for the additional licensestservices at the time of Client's request, Subject to: (i) at least 5 business days' prior written notice from Client; (il) Client's execution of an amendment to the Agreement; and (III) payment of additional Fees, Yards will increase Client's licensed maximum number of licenses. 3. Yardl reserves the right to audit Client's database at any time solely to confirm the scope of Client's use of the Licensed Programs relative to Client's contractual license. 4. Client acknowledges and agrees that ETL for 1 foreign database is Included with the core system, and It is to be used solely for the purpose of onboarding property data Into the Client's database and with any other Yardi product for which ETL is recommended for use by Yards to enhance product function. The foreign database Included is not to be used as an interfacing tool with external systems except when ETL services are purchased separately. Page 11 of 11 Confidential Preparation Dale: January 6, 2020 5:03 PM 5-42