HomeMy WebLinkAboutPR 22619: EDC, TO PURCHASE CO-WORKING AND SPACE RENTAL MANAGEMENT SOFTWARE FROM YARDI KUBE P.R.No.22619
06/08/2022 JB
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY OF PORT ARTHUR SECTION
4A ECONOMIC DEVELOPMENT CORPORATION TO PURCHASE CO-
WORKING AND SPACE RENTAL MANAGEMENT SOFTWARE FROM
YARDI KUBE OF GOLETA, CALIFORNIA IN THE AMOUNT NOT TO
EXCEED $22,000.00. FUNDS AVAILABLE IN ACCOUNT 120-80-625-5450-
00-00-000.
WHEREAS, the City Council deems it is the public interest to authorize the City of Port
Arthur Section 4A Economic Development Corporation (the "PAEDC") to retrofit the property
located at 549 4th Street in downtown Port Arthur for co-working, office rental space and
entrepreneurship endeavors; and
WHEREAS, there is a need for co-working and space rental management software; and
WHEREAS, the lowest, most qualified bid and contract was submitted by Yardi Kube and
were approved by the Port Arthur Economic Development Corporation Board of Directors at its
regular board meeting on June 6, 2022.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2.That the City Council approves the purchase of co-working and space rental
management software from Yardi Kube as delineated in Exhibit "A" attached hereto.
Section 3,That a copy of the caption of this Resolution be spread upon the Minutes of the
City Council.
READ,ADOPTED AND APPROVED on this day of A.D., 2022,
at a Meeting of the City Council of the City of Port Arthur, Texas,by the following vote:
AYES:
Mayor
Councilmembers
•
NOES:
Thurman Bartle, Mayor
ATTEST:
Sherri Bellard,City Secretary
APPROVED: II /
Krystle ueller,Interim CEO --
APPROVED AS TO FORM:
ran Gar AEDC Attorney
APPROVED AS TO FORM:
Valecia R. Tizeno, City Attorney
APPROVED AS TO AVAILABILITY OF FUNDS:
Kandy Daniegterim Fina ce Director
Page 2
Exhibit "A"
SAAS SUBSCRIPTION AGREEMENT
Yardi Kube,Inc.,a California corporation headquartered at 430 South Fairview Avenue,Goleta,CA 93117("Yardi"),and
Community and Business Development Center("Client")
549 4th St
Port Arthur,TX 77640
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
Yardi 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 Yardi 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 I. "Licensed Programs Documentation" means the user
the Initiation Date,and each anniversary thereafter of the date that manuals and documentation for the Licensed Programs.
is 365 days after the Initiation Date,during this Agreement's Term.
m. "Password" means the unique user name and password
b. "Business Purposes"means accessing the Yardi Cloud to assigned by Client to each Designated User as more fully de-
use the Licensed Programs and Yardi Cloud Services for Client's scribed in section 6(Users and Passwords).
property management and accounting,and related business pur-
poses. n. "POC(s)"means the person(s)Client identifies to Yardi as
point(s)of contact for application support services and other ac-
c. "Client Data"means the data that Designated Users trans- count management purposes.
mit and/or enter into the database provided as part of the Yardi
Cloud in connection with their Use of the Licensed Programs pur- o. "Undisputed Fees"means all Fees due from Client under
suant to this Agreement. this Agreement which Client does not reasonably and in good faith
dispute-and provide notice of such dispute in accord with section
d. "Contractor" means a contractor who: (i) has an Inde- 18(f)(Notices)-within 30 days of invoice.
pendent Consultant Network License Agreement with Yardi; and
(ii) is a current member in good standing of Yardi's Independent p. "Use"means authorized access to the licensed software in
Consultant Network. the Yardi Cloud and use of the Licensed Programs and Licensed
Programs Documentation by Designated Users solely for Business
e. "Deliverable" means any deliverable or intellectual prop- Purposes.
erty delivered to Client as part of Programming Services [defined
in section 14 (Programming Services)]or other services provided q. "Yardi Cloud"means the hardware,software,storage,fire-
pursuant to this Agreement. walls, intrusion detection devices, load balancing units, switches
and other hardware that make up the Yardi Cloud.
f. "Designated User"or"DU" means a Client employee or
Contractor designated by Client to access the Yardi Cloud and Use r. "Yardi Cloud Services"means installation, maintenance
the Yardi Cloud Services and Licensed Programs for Business Pur- and service of the hardware and software comprising the Yardi
poses. Cloud.
g. "Effective Date"means the date of the last party signature 2. License Grant;Restrictions;Access to Yardi Cloud.
on this Agreement. a. Licenses. Yardi grants to Client a non-exclusive, non-
transferable (except as expressly provided in this Agreement),lirn-
h. "Fees" means the fees identified in Schedule A (Fee ited license for Designated Users to:(i)access the Yardi Cloud and
Schedule), and any other fees that may become due under this Use the Licensed Programs and Yardi Cloud Services solely for
Agreement. Business Purposes;and(ii)access the Licensed Programs Docu-
mentation and other content on Yardi's Client Central website
i. "Force Majeure Event"means any event beyond the rea- solely for Business Purposes and subject to the terms of use then-
sonable control of the party affected by such event,including with- presented on Client Central.
out limitation fire,storm,weather,earthquake,explosion,casualty,
strike, war, riot,civil disturbance, act of God, acts or omission of b. Restrictions.Client may only exercise the license granted
any third party, any state or national law,decree or ordinance,or in section 2(a)(Licenses)through its Designated Users.Client may
any executive or judicial order,which event causes a party to delay not rent,lease,sell,transfer(by sublicense,assignment or other-
or fail to perform under this Agreement. wise except as expressly provided by this Agreement),time share,
modify, reproduce, copy, make derivative works from, distribute,
j. "Initiation Date"means the first day of the month immedi- publish,use to provide service bureau services,or publicly display
ately following that date which is two weeks after the Effective Date. the Licensed Programs. Client may only Use the Licensed Pro-
grams for Business Purposes.Client may not reverse engineer,de-
k. "Licensed Programs" means the software program(s) compile or otherwise attempt to discover the source code for the
identified in Schedule A(Fee Schedule). Licensed Programs.Client may not permit any person or entity to
Page 1 of 13
Confidential
Preparation Date:May 25,2022 12:52 PM
breach the restrictions in this section 2(b)(Restrictions).Client may 4. License Fees.
not copy or re-create the Licensed Programs or its objects without a. Fees. Client agrees to pay Yardi the Fees in accordance
Yardi's prior express written consent. Client agrees that the Li- with the payment terms set forth in Schedule A(Fee Schedule).
censed Programs must remain at all times in the Yardi Cloud,and
may not be removed or copied to any other location at any time. b. Failure to Pay. Client's failure to timely pay any Undis-
Client acknowledges and agrees that Client may not perform scans puted Fee when due is a material breach subject to the terms of
or electronic testing of any kind on the Yardi Cloud,Licensed Pro- section 3(c) (Termination for Cause). Additionally, Undisputed
grams,Yardi's corporate networks, and Yardi's corporate servers Fees shall accrue interest from their due date until paid at the rate
including,without limitation,vulnerability scanning or testing, pen- of 1.5%per month or the maximum rate allowed under applicable
etration scanning or testing or any other type of scanning or testing law whichever is less.
of the Yardi Cloud, Licensed Programs, Yardi's corporate net-
works,and Yardi's corporate servers. c. Taxes. The Fees are exclusive of any tariff, duty, or tax,
however designated,levied,or based including,without limitation,
c. Access to the Yardi Cloud. Yardi will use commercially any taxes based on:(i)this Agreement;(ii)the Licensed Programs,
reasonable efforts to make the Yardi Cloud and the Licensed Pro- Yardi Cloud,Yardi Cloud Services,or Deliverables;(iii)Client's Use
grams accessible to Designated Users 24-hours per day, 7 days of the Yardi Cloud,Yardi Cloud Services, or Licensed Programs;
per week, excluding down time for maintenance and repair.Yardi (iv)the Licensed Programs Documentation;or(v)any materials or
has standing maintenance/repair/backup hours from 11:00 pm(lo- supplies furnished by Yardi per this Agreement.Client is responsi-
cal time at the data center)each day to 1:00 am(local time at the ble for all applicable tariffs, duties or taxes (exclusive of taxes
data center)each succeeding day,and an additional 2 hours for based on Yardi's net income)applicable to this Agreement,or pro-
the maintenance/repair/backup hours beginning at 11:00 pm(local vide evidence necessary to sustain an exemption in accordance
time at the data center) each Saturday night [i.e., the Saturday- with applicable laws.
night-to-Sunday-morning standing maintenance/repair/backup
hours extend an extra 2 hours until 3:00 am(local time at the data d. Partial Fee Disputes.If Client reasonably and in good faith
center)each succeeding Sunday].Yardi will use commercially rea- disputes any Fees,and provides notice in accord with section 18(f)
sonable efforts to provide as much notice to Client as reasonably (Notices)of such dispute,Client agrees that any undisputed portion
possible under the circumstances for emergency maintenance/re- of such Fees are Undisputed Fees and Client agrees to timely pay
pair downtime outside the aforementioned standing hours. any such Undisputed Fees.
3. Term and Termination. 5. Implementation and Training.
a. Term. This Agreement will commence on the Effective a. Third Party Software and Hardware Requirements. Cli-
Date and shall remain in full force until Client's 3rd Anniversary ent is solely responsible for purchasing,installing and maintaining,
Date (the"Initial Term") unless earlier terminated in accord with at Client's expense,any third party software and hardware neces-
section 3(c)(Termination for Cause).Upon expiration of the Initial sary for Designated Users to access the Yardi Cloud and Use the
Term,this Agreement shall automatically renew for successive 1- Licensed Programs and Yardi Cloud Services.Yardi shall not be
year terms(each a"Renewal Term")unless a party provides writ- liable for any such third party software or hardware, and Client
ten notice of non-renewal at least 30 days prior to expiration of the acknowledges and agrees that any assistance provided by Yardi in
then-current (Initial or Renewal) Term. The Initial Term and Re- connection with such third party software and hardware shall not
newal Term(s)shall be collectively referred to as the"Term." alter Client's responsibility or Yardi's liability disclaimer under this
section 5(a)(Third Party Software&Hardware Requirements).
b. Intentionally Omitted.
b. Location. Implementation and training services may (at
c. Termination for Cause. Either party may terminate this Client's election)take place at a location specified by Client or via
Agreement upon written notice to the other party if the other party telecommunications. Yardi will bill Client for initial implementa-
materially breaches this Agreement and fails to cure such breach tion/training services as indicated in Schedule A(Fee Schedule).
within 7 days of written notice of a material breach,or if the breach- Client may request additional on-site implementation/training ser-
ing party cannot reasonably cure the material breach within 7 days, vices [i.e., in addition to the on-site implementation/training ser-
the breaching party fails to initiate cure within 7 days and fails to vices set forth in Schedule A(Fee Schedule)]at any time and Yardi
continuously and diligently work to cure the breach until the breach will make commercially reasonable efforts to timely accommodate
is cured.Termination pursuant to this section 3(c)(Termination for Client's request. Additional on-site implementation/training ser-
Cause)shall be effective upon delivery of written notice after expi- vices are subject to the parties'mutual agreement on:(i)the sched-
ration of the applicable cure period. ule for performance of the additional services;and(ii)Yardi's Fees
for the additional services.Client acknowledges and agrees that no
d. Effect of Termination. Upon the effective date of this recording of any sort(whether audio,visual,or otherwise)of Yardi
Agreement's termination or expiration: (i) the license for the Li- Implementation/Training services is allowed under this Agreement
censed Programs and Licensed Programs Documentation will ter- or otherwise.
minate; (ii)Client will cease Use of the Yardi Cloud, Yardi Cloud
Services, Licensed Programs and Licensed Programs Documen- c. On-Sites.Client acknowledges that in-person implementa-
tation; (iii) Client's access to the Yardi Cloud and Licensed Pro- tion/training service visits at a Client location require a minimum
grams will be disabled; and (iv)Client shall pay any Undisputed visit of 8 hours per visit. Client agrees to pay all reasonable ex-
Fees to Yardi. penses associated with on-site visits including, but not limited to,
travel to and from the site,lodging,meals,etc.Client acknowledges
e. Survival.The parties'obligations under,and the provisions that training services for more than 12 Client trainees require Client
of,sections 4 (License Fees), 8(b)(Limited Liability for Unauthor- to pay for 1 additional Yardi trainer for each 12 Client trainees in
ized Client Data Access), 9 (Confidentiality), 10 (Warranties), 11 excess of 12.Client agrees that Client must pay for any implemen-
(Damage Limitations), 13 (Indemnification), 15 (Assignment) and tation/training services cancelled less than 10 business days prior
18(General Provisions)shall survive this Agreement's termination to their scheduled date.
or expiration.
d. Data Conversion.Yardi will bill Client for electronic data
Page 2 of 13
Confidential
Preparation Date:May 25,2022 12:52 PM
conversion services,if initially ordered,at the rate stated in Sched- cation support for the Licensed Programs through its account man-
ule A(Fee Schedule).Absent an agreement to the contrary,Client agers and technical staff to Client's application support POC(s).
shall otherwise be solely responsible for data conversion, data Application support does not include on-site installation,implemen-
preparation,data entry and data verification,and any post-conver- tation,training,or testing of the Licensed Programs,nor does it in-
sion clean-up.Additional Yardi data conversion services[i.e.,in ad- dude data conversion.Those services,if initially ordered,are spec-
dition to any initial data conversion services set forth in Schedule A ified in Schedule A(Fee Schedule).Yardi's application support ser-
(Fee Schedule)]are subject to the parties' mutual agreement on: vice team will use commercially reasonable efforts to address and
(i)the schedule for performance of the additional services;and(ii) solve Client's issues but cannot guarantee satisfaction in every
Yardi's Fees for the additional services. case.
e. Testing. Client shall have 90 days commencing upon the e. Total Hours Included.Client's annual application support
Effective Date (the "Testing Period") to test the Licensed Pro- allotment is specified in Schedule B.
grams,Yardi Cloud and Yardi Cloud Services.At any time during
the Testing Period,Client may elect to cease Use of the Licensed f. Application Support Hours. Yardi's application support
Programs, Yardi Cloud and Yardi Cloud Services and cancel this hours are from 6:00 am to 5:00 pm(Pacific Time)Monday through
Agreement, in which event Yardi will refund to Client all amounts Friday(excluding holidays).
paid by Client to Yardi pursuant to this Agreement less reasonable
amounts [determined by reference to the Fees/rates indicated in g. Priority.
Schedule A(Fee Schedule)]for initial set-up,implementation,train- (i)Yardi shall have the right to prioritize application support
ing and support of the Licensed Programs,Yardi Cloud and Yardi requests according to the application support issue's impact on Cli-
Cloud Services provided prior to Client's notice of cancellation pur- ent.Yardi will prioritize application support requests in the following
suant to this section 5(e)(Testing). order:
6. Users and Passwords. Priority 1: Business halted(total inability to perform normal opera-
a. Designated Users. Client agrees that its exercise of the tion)
license granted by this Agreement shall only be through its Desig- • Client will submit support requests by telephone to
nated Users. Client's license to access and Use the Yardi Cloud Yardi's application support number.
and Licensed Programs is limited as provided in Schedule A(Fee • Response as rapid as reasonably feasible —generally
Schedule).Each Designated User must have a unique Password. within 2 business hours.
b. Password Assignment. Client's application support Priority 2:Business impacted(severe restriction of Client's Use of
POC(s)will be Designated Users,will designate the other Desig- the Licensed Programs—a potentially critical problem)
nated Users, and will provide each other Designated User with a • Client will submit support requests by telephone to
Password.Each Password shall be personal and unique to the ap- Yardi's application support number.
plicable Designated User, and may not be used by anyone other • Prompt response subject only to delays for priority 1 is-
than such Designated User. Each Password may only be used sues,generally within 4 business hours.
from 1 computer at any given time.Client shall be responsible for
maintaining Designated User Password security. Priority 3:Non-critical service requests(any issue that is not a Pri-
ority 1 or Priority 2 issue)
c. Client Obligations with Respect to Designated Users. • Client will submit support request by telecommunications
Client shall inform each Designated User of this Agreement's terms to Yardi application support.
and restrictions and shall enforce such restrictions. Client agrees • Response subject to delays for priority 1 and 2 issues,
to notify Yardi if Client becomes aware of any failure of a Desig- generally within 1 business day.
nated User to adhere to the license terms and restrictions in this
Agreement. (ii)Yardi will work on Priority 1 and 2 issues with continuous
focus, and with Client's cooperation,through resolution.
7. Application Support&Upgrades.
a. Application Support Service.Yardi will provide applica- h. Standard Term.Application support services are subject
tion support and upgrades for the Licensed Programs as set forth to this Agreement's terms and timely payment of all Undisputed
in this section 7(Application Support&Upgrades). Fees. Subject to the section 3(c)
( ) (Termination for Cause) notice
and cure provisions, Yardi may suspend application support Ser-
b. Client Contacts.Client agrees to appoint application sup- vices if Client fails to timely make any Undisputed Fee payment.
port POC(s). Client may change the application support POC(s)
upon advance written notice to Yardi.Yardi shall have no obligation i. Obsolescence.Yardi reserves the right to cease providing
to contact,or communicate with,anyone regarding application sup- application support services for the Licensed Programs on the later
port and maintenance issues except Client's application support of: (i)3 years from the date on which Yardi ceases to license the
POC(s). Client acknowledges that it is Client's responsibility to Licensed Programs; or(ii) 5 years from the Effective Date. Yardi
keep Client's application support POC(s) current, and to notify agrees to notify Client if and when Yardi will cease application sup-
Yardi of any changes. port services in accord with this section 7(i)(Obsolescence).
c. Yardi Contacts. During initial implementation, Yardi shall g. Client Data.
appoint an account manager to Client's account.After initial imple- a. Client Data Storage. Subject to Force Majeure Events,
mentation,Yardi will either assign Client to an account manager or Yardi agrees to store Client Data on a virtual database server in
an application support team.Yardi may change the identity of indi- the Yardi Cloud.
vidual account managers from time to time upon notice to Client.
Client's application support records relating to Client will be availa- b. Limited Liability for Unauthorized Client Data Access.
ble to Yardi's entire application support team at all times. Yardi agrees to use: (i)firewalls and other technology generally
d. A lication Su used in the trade to prevent unauthorized 3' party access to its
pp pport Services. Yardi shall provide appli-
Page 3 of 13
Confidential
Preparation Date: May 25,2022 12:52 PM
computer systems storing Client Data;and(ii)encryption technol- c. Exclusions from Nondisclosure and Nonuse Obliga-
ogy generally used in the trade to prevent unauthorized 3rd party tions.The Receiving Party's obligations per section 9(b)(Nondis-
access to Client Data transmissions. Notwithstanding the forego- closure and Nonuse Obligations)shall not apply to Confidential In-
ing,Yardi shall not be liable to Client in the event that:(A)its use formation that the Receiving Party can document:(i)was(through
offirewalls and other technology generally used in the trade fails to no fault of the Receiving Party)in the public domain at or subse-
prevent unauthorized third party access to Client Data; or(B)its quent to the time the Disclosing Party disclosed the information to
use of encryption technology generally used in the trade fails to the Receiving Party;(ii)was rightfully in the Receiving Party's pos-
prevent unauthorized third party access to Client Data transmis- session free of any confidentiality obligation at or subsequent to the
sions.Nothing in this section 8(b)(Limited Liability for Unauthorized time the Disclosing Party disclosed it to the Receiving Party; or
Client Data Access)shall constitute a representation or warranty (iii)was developed by the Receiving Party' employees or gents
by Yardi that Client Data storage or transmission will be inaccessi- independent of,and without reference to,any information commu-
ble to unauthorized third parties. nicated to the Receiving Party by the Disclosing Party.A Confiden-
tial Information disclosure by the Receiving Party either: (A)in re-
9. Confidentiality. sponse to an enforceable order by a court or other governmental
a. Confidential Information Definition."Confidential Infor- body;(B)as otherwise required by law;or(C)necessary to estab-
mation"means all technical and non-technical information includ- lish the rights of either party under this Agreement,shall not be a
ing: (i) Client Data; (ii) patent, copyright, trade secret, and other breach of this Agreement by the Receiving Party or a waiver of
proprietary information;(iii)inventions,know-how,processes,or al- confidentiality for other purposes; provided, however,the Receiv-
gorithms;(iv)software programs,software source documents,ob- ing Party shall provide prompt prior written notice of any such Con-
ject code, source code, database dictionaries, network diagrams, fidential Information disclosure to the Disclosing Party(to the extent
UML diagrams, Licensed Programs, Licensed Programs Docu- allowed by applicable law)to enable the Disclosing Party to seek a
mentation, Licensed Programs schema, Licensed Programs func- protective order or otherwise prevent such disclosure.
tions,Licensed Programs user interface screens,SSIS,data ware-
house schema, cube specifications and configuration,the reports d. Ownership and Return of Confidential Information.The
generated by the Licensed Programs, Yardi Cloud specifications Disclosing Party's Confidential Information is and shall remain the
and configuration,Yardi Cloud hardware specifications and config- Disclosing Party's property,and this Agreement does not grant or
uration,and Yardi Cloud Services;(v)development,design details imply any lic nse or other rights to the Disclosing Party's Confiden-
and specifications;(vi)a parry's financial information;(vii)customer tial Information except as expressly set forth in this Agreement.
lists, business forecasts, sales and marketing plans and infor- ithin 5 business days aft r the Disclosing Party's request,the Re-
mation; (viii) the prices offered or paid per this Agreement for ceiving Party will promptly either(at t e Disclosing Party's election)
Yardi's products and services;(ix)SSAE18 audit reports and PCI destroy or deliver to the Disclosing Party all Confidential Infor-
DSS attestations of compliance and any information related to mation furnished to the Receiving Party, and the Receiving Party
SSAE18 audit reports and/or PCI DSS attestations of compliance; agrees to provide a written officer's certification of the Receiving
(x)this Agreement's terms;and(xi)any other information disclosed Party's compliance with the foregoing obligation.
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 e. Third Party Information Disclosure.The Disclosing Party
of disclosure or which —by its nature- reasonably should be re- shall not communicate any information to the Receiving Party in
garded as confidential. violation of the proprietary rights of any third party.
b. Nondisclosure and Nonuse Obligations.Each party(the 10.Warranties.
"Receiving Party") agrees that it will not disseminate, distribute, a. Limited Software Warranty. Yardi warrants that the Li-
expose,or in any way disclose any Confidential Information of the censed Programs will perform substantially as specified in the Li-
other party(the"Disclosing Party")to any third party.The Receiv- censed Programs Documentation.Yardi does not warrant that the
ing Party may use the Disclosing Party's Confidential Information Licensed Programs will meet Client's requirements and expecta-
to the extent necessary to perform its obligations under this Agree- tions.
ment.The Receiving Party's employees and Contractors may use
Confidential Information only for the specific business purpose for b. Remedy for Limited Software Warranty Breach. If Yardi
which it was made available and not for any other purpose. The breaches the warranty set forth in section 10(a)(Limited Software
Receiving Party's employees and Contractors may not use Confi- Warranty),Yardi agrees to use commercially reasonable efforts to
dential Information in any way that may compete with Disclosing modify the Licensed Programs so that the Licensed Programs con-
Party. The Receiving Party may not disclose Confidential Infor- form to that warranty.If such modification is not commercially rea-
mation to its employees and Contractors for the purpose of ena- sonable,then Yardi will notify Client and Client may terminate this
bling any such employees or Contractors to service, maintain, or Agreement. In the event Client terminates this Agreement per this
modify the Licensed Programs.The Receiving Party agrees that it section 10(b) (Remedy for Limited Software Warranty Breach),
will treat all Confidential Information with the same degree of care Yardi will refund to Client,on a pro-rata basis,the annual Fees paid
as the Receiving Party accords its own Confidential Information, by Client to Yardi within the year prior to the effective date of Cli-
but in no event less than reasonable care. The Receiving Party ent's termination.THE FOREGOING REMEDY IS CLIENT'S SO E
agrees that it shall disclose Confidential Information only to those REMEDY IN THE EVENT OF A BREACH OF THE WARRANTY
of its employees and Contractors who need to know such infor- SET FORTH IN SECTION 10(a)(Limited Software Warranty).
mation,and the Receiving Party certifies that such employees and
Contractors have previously agreed, either as a condition to em- c. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET
ployment or in order to obtain the Confidential Information, to be FORTH IN THIS AGREEMENT,AND TO THE FULLEST EXTENT
bound by terms and conditions applicable to the Receiving Party ALLOWED UNDER APPLICABLE LAW, YARDI DISCLAIMS
under this Agreement.The Receiving Party shall immediately give ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES
notice to the Disclosing Party of any unauthorized use or disclosure WITH REGARD TO THE LICENSED PROGRAMS INCLUDING,
of the Disclosing Party's Confidential Information. The Receiving BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MER-
Party agrees to assist the Disclosing Party in remedying any such CHANTABILITY AND FITNESS FOR A PARTICULAR PUR-
unauthorized use or disclosure of Disclosing Party's Confidential POSE.
Information.
d. Internet Performance Disclaimer. Yardi does not and
Page 4 of 13
Confidential
Preparation Date:May 25,2022 12:52 PM
cannot control the flow of data via the internet.Such flow depends demands alleging that Cli nt's Use of the Yardi Cloud,Yardi Cloud
in large part on the performance of Internet services provided or Services,Licensed Programs,Licensed Programs Documentation,
controlled by third parties. At times, actions or inactions of such and Deliverables in accordance with this Agreement's terms in-
third parties can impair or disrupt the intemet.Yardi will use corn- fringes on a third pa ty's proprietary information,trademark,copy-
mercially reasonable efforts to remedy and avoid such events,but right,patent rights or intellectual property rights,or misappropriates
cannot guarantee that such events will not occur. Accordingly, a third party's trade secrets.
Yardi disclaims any liability resulting from or relating to such (ii)Indemnity Conditions.Yardi's defense and indemnifica-
events. tion obligations per section 13(a)(i) (Indemnity) are conditioned
upon the following: (I) Client providing Yardi with prompt written
11. Damage Limitations. notice of any claim for which indemnification is sought; (II)Yardi
a. Damage Waiver.REGARDLESS OF ANY OTHER PRO- having sole control of the defense and settlement of such claim,
VISION IN THIS AGREEMENT,AND TO THE FULLEST EXTENT provided,however,that Client shall have the right to have any suit
ALLOWED BY APPLICABLE LAW,YARDI DISCLAIMS ALL OB- or proceeding monitored by counsel of Client's choice and at its
LIGATIONS AND LIABILITIES FOR SPECIAL,INDIRECT, INCI- expense;and(III)Client's reasonable coope ation with Yardi in the
DENTAL, EXEMPLARY, PUNITIVE AND CONSEQUENTIAL defense and settlement of the claim.
DAMAGES,ATTORNEYS'AND EXPERTS'FEES,AND COURT (iii)Iniunction. If the Licensed Programs become the sub-
COSTS(EVEN IF YARDI HAS BEEN ADVISED OF THE POSSI- ject of a patent,trademark,copyright,or trade secret misappropri-
BILITY OF THESE DAMAGES), ARISING FROM OR IN CON- ation or infringement claim,and such claim results—or is reasona-
NECTION WITH THIS AGREEMENT. bly likely to result—in an injunction against Client's continued Use
of the Licensed Programs,Yardi will: (I) replace or modify the Li-
b. Liability Limit. IN ADDITION TO THE LIMITATIONS censed Programs to avoid the misappropriation/infringement claim;
OTHERWISE SET FORTH IN THIS AGREEMENT,AND TO THE (II)secure Client's right to continue Use of the Licensed Programs;
FULLEST EXTENT ALLOWED BY APPLICABLE LAW,CLIENT or(III)if neither(I)or(II)is commercially practicable, either party
AGREES THAT IN THE EVENT OF ANY CLAIM OR CAUSE OF may terminate this Agreement upon written notice to the other
ACTION BY CLIENT ARISING OUT OF OR CONNECTED WITH party.
THIS AGREEMENT,YARDI'S MAXIMUM LIABILITY TO CLIENT,
REGARDLESS OF THE AMOUNT OF LOSS CLIENT MAY HAVE b. Client Indemnity.
SUFFERED,SHALL NOT EXCEED THE FEES PAID BY CLIENT (i)Indemnity.To the extent allowed by applicable laws,Cli-
TO YARDI PURSUANT TO THIS AGREEMENT WITHIN THE ent agrees to defend,indemnify and hold Yardi harmless from and
YEAR PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. against any third party claims, actions or demands alleging that
Yardi's use,reproduction,distribution,modificatio ,and/or display
12. Ownership. of Client Content for Business Purposes in accordance with this
a. Yardi's Ownership.Client agrees that, as between Yardi Agreement's terms infringes on a third party's proprietary infor-
and Client,Yardi is and shall remain the sole and exclusive owner mation,trademark,copyright, patent rights or intellectual property
of all right,title and interest in and to the Licensed Programs,De- rights,or misappropriates a third party's trade secrets.
liverables,Yardi Cloud,Yardi Cloud Services, and Licensed Pro- (ii)Indemnity Conditions.Client's defense and indemnifica-
grams Documentation,and to all intellectual property rights in the tion obligations per section 13(b)(Indemnity)are conditioned upon
foregoing.The only rights Client obtains in the Licensed Programs, the following:(I)Yardi providing Client with prompt written notice of
Deliverables, Yardi Cloud, Yardi Cloud Services, and Licensed any claim for which indemnification is sought;(II)Client having sole
Programs Documentation are the licenses expressly granted to Cli- control of the defense and settlement of such claim,provided,how-
ent in this Agreement. ever,that Yardi shall have the right to have any suit or proceeding
monitored by counsel of Yardi's choice and at its expense;and(III)
b. Client's Ownership.Yardi agrees that,as between Yardi Yardi's reasonable cooperation with Client in the defense and set-
and Client,Client is and shall remain the sole and exclusive owner tlement of the claim.
of all right,title,and interest in and to Client Data.Client represents
and warrants that Client has all necessary rights,title,and interest 14. Programming Services.
in and to all materials and/or content that Client provides for, or a. Programming Services.Yardi provides programming ser-
uploads to: (i)the database(s) associated with the Licensed Pro- vices including, without limitation, database customizations, user
grams;(ii)the Yardi Cloud;and/or(iii)any Yardi-hosted site;includ- interface customizations, database reports, database scripts and
ing,without limitation,materials and/or content that Client provides other programming services (collectively, "Programming Ser-
for use on Client's RENTCafe portal(s)and documents that Client vices").
uploads to FillDocs,eDocs,or RentCafe Lease Documents(collec-
tively, "Client Content"). Client acknowledges and agrees that b. Programming Services Terms. The Fees for Program-
Yardi has no responsibility or duty to review, approve, or pre- ming Services, if initially ordered,are set forth in Schedule A(Fee
screen Client Content that Client provides for,or uploads to:(A)the Schedule). Client will otherwise initiate Programming Service re-
database(s)associated with the Licensed Programs; (B)the Yardi quests by providing written notice of the desired services to Yardi,
Cloud; and/or (C) any Yardi-hosted site. Client grants Yardi a and Yardi will advise Client of Yardi's availability and schedule for
worldwide, non-exclusive,royalty-free license and right to use, re- performing the Programming Services.Programming Services are
produce, distribute, modify, and display Client Content in connec- subject to Client's written acceptance of: (i)Yardi's schedule for
tion with Business Purposes.Client acknowledges and agrees that meeting Client's Programming Service request; and (ii) Yardi's
if a third party believes their copyright has been infringed by any Fees for such Programming Services.
Client Content,Yardi has implemented policies in accordance with
the Digital Millennium Copyright Act, 17 U.S.C. Section 512, and c. Deliverables License. Subject to Client's full payment of
Yardi reserves the right to remove any material found to be infring- all Undisputed Fees related to Programming Services,Yardi grants
ing under Yardi's aforementioned policies. to Client a non-exclusive, non-transferable (except as expressly
provided in this Agreement), limited license for Designated Users
13. Indemnification. to Use the Deliverables in connection with their Use of the Licensed
a. Yardi Indemnity. Programs,Yardi Cloud and Yardi Cloud Services.
(i) Indemnity. Yardi agrees to defend, indemnify and hold
Client harmless from and against any third party claims,actions or
Page 5 of 13
Confidential
Preparation Date: May 25,2022 12:52 PM
15.Assignment. in equity.
a. Assignment Limitation. Except for the exceptions speci-
fied in section 15(b)(the"Permitted Exceptions"),Client shall not 18.General Provisions.
(either directly or indirectly)assign, sell,convey,pledge,or other- a. Independent Contractor Status. The parties agree that
wise transfer this Agreement without first obtaining Yardi's express they are independent contractors and nothing in this Agreement is
written consent,which Yardi shall not unreasonably withhold. Ex- intended to make the parties partners, agents,joint venturers,or
ceptforthe Permitted Exceptions,any attempted assignment made any other form of joint enterprise, or to make the employees,
without Yardi's prior express written consent is void and a material agents, or representatives of one of the parties into employees,
breach of this Agreement. agents,or representatives of the other party.No party to this Agree-
ment shall have any express or implied right or authority to assume
b. Permitted Exceptions. Subject to the conditions prece- or create any obligations on behalf of the other party or to bind the
dent set forth in this section 15(b) (Permitted Exceptions), Client other party to any contract, agreement, or undertaking with any
may assign this Agreement without Yardi's prior consent and upon third party.
notice: (i)to a wholly owned subsidiary;or(ii)in connection with
any merger,acquisition,or reorganization involving Client.Any as- b. Governing Law. This Agreement shall be governed and
signment is subject to the following conditions: (A) Client, or Cli- determined by the laws of the United States and the State of Cali-
ent's successor,continuing in the same type of business that Client fornia as such laws are applied to agreements made and per-
was conducting at the time of this Agreement's execution;and(B) formed entirely within the State of California.
Client or Client's successor providing to Yardi a written ratification
and assumption of this Agreement(in a form reasonably satisfac- c. Venue.Any action or proceeding related to or arising out of
tory to Yardi)concurrent with the assignment. this Agreement shall be resolved only in a court of competent juris-
diction in the City of Santa Barbara,State of California(or the court
16.Outsourcing. of competent jurisdiction closest to the City of Santa Barbara,CA if
a. Server Location.Yardi reserves the right to locate the vir- no court of competent jurisdiction resides in the City of Santa Bar-
tual servers and other equipment needed to provide the Yardi bara, CA), and the parties consent to the personal jurisdiction of
Cloud either at its facilities or at the facilities of independent service such courts and expressly waive any right they may otherwise have
providers.Yardi may change the location of the virtual servers and to cause any such action or proceeding to be brought or tried else-
other equipment needed to provide the Yardi Cloud at any time where.
during this Agreement's Term; provided that any such change of
location shall not affect Yardi's obligations under this Agreement d. Injunctive Relief.
and shall not interrupt Client's access to the Yardi Cloud, Client (i) Yardi Iniunctive Relief. The parties acknowledge and
Data,and Licensed Programs. agree that,if Client breaches any of its obligations under sections
2(a) (Licenses), 2(b) (Restrictions), 9 (Confidentiality) or 15 (As-
17.Mediation. signment), Yardi might incur irreparable harm and damage that
a. Mediation Request;Condition Precedent.In the event of might not be fully compensated with monetary damages.Accord-
a dispute arising out of or related to this Agreement which the par- ingly,if Client breaches any provision of sections 2(a)(Licenses),
ties are unable to resolve through direct negotiation, either party 2(b) (Restrictions), 9 (Confidentiality), or 15 (Assignment) Yardi
may serve upon the other at its principal place of business a re- may seek specific performance of Client's obligations under those
quest for mediation. Neither party may file an action against the sections and injunctive relief against any further violations of those
other in any court,or initiate any other legal proceeding,unless and sections.
until the party seeking to do so has first requested a mediation (ii)Client Iniunctive Relief. The parties acknowledge and
hearing and made a good faith effort to complete the mediation agree that,if Yardi breaches any of its obligations under section 9
process provided in this Agreement. (Confidentiality) Client might incur irreparable harm and damage
that might not be fully compensated with monetary damages. Ac-
b. Mediation Process.The parties will select a neutral,inde- cordingly, if Yardi breaches any provision of section 9(Confidenti-
pendent mediator with experience in the relevant subject matter by ality)Client may seek specific performance of Yardi's obligations
the rules of the office of the Judicial Arbitration and Mediation Ser- under that section and injunctive relief against any further violations
vice(JAMS)closest to the mediation venue.The parties shall con- of that section.
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 e. Binding Effect.This Agreement is binding on and inures
mediation to the other party.The parties shall conduct the media- to the benefit of the parties and their permitted assigns, succes-
tion in Santa Barbara,California.The parties shall equally bear the sors,and legal representatives.
mediation costs.
f. Notices.
c. Mediation Confidentiality.The parties shall maintain the (i) The parties shall deliver any notice required by this
mediation proceedings in confidence and shall not disclose to third Agreement by personal delivery, certified U.S. Mail return receipt
persons the statements made in mediation by the other parties or requested, or established, reputable expedited delivery carrier
the mediator.The mediation confidentiality provisions of California providing proof of delivery service,and will be deemed given upon
Evidence Code sections 1115—1128 shall apply to the mediation confirmed delivery to the party to whom it is intended at its record
proceedings. address.The record addresses of the parties are set forth below.
d. Mediation Statements; Attendee Authority. At least 5 (ii) If to Client:
days before the date of the mediation,each party shall provide the Attn:Jana Barnes
mediator and the other party with a statement of its position and COMMUNITY AND BUSINESS DEVELOPMENT
copies of supporting documents.Each party shall send to the me- CENTER
diation a person who has authority to bind the party. 549 4th St
Port Arthur,TX 77640
e. Non-Binding. If a party participates in good faith in a me-
diation and is dissatisfied with the outcome, that party may then (iii)If to Yardi:
invoke all legal rights and remedies available to the party at law or Attn:Legal Department
Page 6 of 13
Confidential
Preparation Date:May 25,2022 12:52 PM
YARDI KUBE,INC. o. Publicity. Client agrees that Yardi may use Client's name
430 S. Fairview Ave. and logo in client listings and Yardi marketing material upon Cli-
Goleta,CA 93117 ent's approval.
(iv)Either party may change its record address by giving q. Signature; Counterparts. This Agreement is not binding
written notice of such change to the other party. on the parties until both parties have signed it and have received a
copy signed by the other party.However,both signatures need not
g. Waiver.The waiver of a party's breach of this Agreement appear on the same copy of this Agreement,so long as both signed
shall not operate or be construed as a waiver of any other or sub- copies have identical contents.The parties may transmit signatures
sequent breach. on this Agreement by electronic transmission,which shall be bind-
ing upon the parties.Counterparts with original signatures shall be
h. Severability.If a court or other body of competent jurisdic- provided to the other party within 5 days of electronic transmission;
tion determines that any part of this Agreement is unenforceable, however, the failure to provide the original counterpart shall have
the remainder of this Agreement shall nevertheless remain en- no effect on this Agreement's enforceability or binding nature. If
forceable. executed in counterparts,this Agreement will be as effective as if
simultaneously executed.
i. Headings. This Agreement's section headings and cap-
tions are inserted for convenience 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 Yardi;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 party 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. Non-Solicit/Non-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 party for
6 months.
m. Modification.The parties may only modify or amend this
Agreement by a writing signed by both parties;provided,however,
that Client may incre se Client's license Designated User,prop-
erty,unit,etc.count(as applicable)by delivering to Yardi a signed
copy of Yardi' 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 Yardi 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.
Page 7 of 13
Confidential
Preparation Date:May 25,2022 12:52 PM
COMMUNITY AND BUSINESS DEVELOPMENT CENTER YARDI KUBE,INC.
("Client") ("Yardi")
By: By:
Date: Date:
Print Name: Print Name:
Title: Title:
Rev.041321
Page 8 of 13
Confidential
Preparation Date:May 25,2022 12:52 PM
SCHEDULE A
Fee Schedule
Yardi Pin#: 100099409
Yardi Order#: 331616
Month y Fees
Description UOM Count $/UOM Monthly Fee
Y rdi Kube Space Management Property 1 $500 00 $500.00
Payment Processing v2 transaction TBD per PFV2 Fees TBD
Tota $600 00
One Time Fees
Description UOM Count $/UOM
One-Time Fee
Remote Implementation for Yardi Kube hour 40 $200.00 $8,000.00
Total $8,000.00
One-Time Concessions
Description Concession
Tota Strategic One Time Concession ($4,000.00)
Tota Fees Due
Monthl Fe s $500.00 billed monthly
One-Time Fee $8,000.00
One Time Concession
($4,000.00)
Sub-Tota
$4,
Saes Tax
as app scabcabe
Tota Due $ ,000.00
Additional Terms
1. PAYMENT TERMS(excluding applicable taxes): 100%payable upon execution of this Agreement.
2. Additional terms are set forth in the following schedules to this Agreement:
B—Yardi SaaS Subscription Services and Governance Schedule
C—Additional Terms
D—Access Control
3. 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 abor Statistics' Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W):
U.S.City Average table)for the preceding year.
Page 9 of 13
Confidential
Preparation Date: May 25,2022 12:52 PM
SCHEDULE B
Yardi SaaS Subscription Services and Governance Schedule
Data and File Management
Yardi will provide an environment with data and file management services per the following guidelines.The production data will be replicated in
near-real-time both locally within the production data center,as well as to a separate,off-site disaster recovery location.
Annual Fees Include
Clien's annual Fees include access to the Yardi Cloud,licensed software,and updates/upgrades thereto.
Page 10 of 13
Confidential
Preparation Date:May 25,2022 12:52 PM
SCHEDULE C
Additional Terms
Product Terms:
1. Payment Processing v2: Client has read, understood, and agrees to be bound by the additional payment processing terms and
conditions set forth at https://clientcentral.vardi.com/core customoage/Pavment-Processing-PP2-PavFac and incorporated herein by
this reference, as they may be amended from time to time(the "Payment Processing Terms" . lient agrees that such Payment
Processing mis shall govern Client's use of Yardi's Pa ment Services,CHECKscan,and Walk-In Rent Collection/Rent Payment
Services.
a. Definitions.
(1) "ACH"means a nationwide funds transfer network that enables participating financial institutions to electronically
credit,debit and settle entries to bank accounts.
(2) "Chargeback"means a ransaction that is disputed at the reques of either the User or by the Us is card issuer.
A Chargeback will cause the amount of the original sale and a Chargeback fee to be deducted from the Client's
bank account.
(3) "Check 21"means the Check for the 215'Century(Check 21)Act and all regulations pertaining to the Check 21
Act.
(4) "CHECKscan"means the process by which paper checks are scanned and converted into an electronic form for
payment and automatically recorded within the software.
(5) "Check Bill-Pay Payments"means a ayment made by the Check 21 payment services provided by Yardi and
(if applicable)JHA MC pursuant to these Payment Processing Terms.
(6) "Payment Services"means Yardi's online payment and payment processing services with respect to Bill-Pay
Payments and User charges made using Payment Network-branded payment methods and ACH methods.
(7) "Retrieval Fee"means a request made by a User for a ales draft or supporting do umentation in order to sub-
stantiate a Transaction.
(8) "Third Party Payment Services(TPPS)" eans any non-Yardi online payment services designated by Yardi as
supported by Yardi with respect to Bill-Pay Payments and User changes made using Payment Network branded
payment methods and ACH methods.
(9) 'Transaction"me ns a de it or a credit submitted for processing by a User,including but not limited to prospec-
tive tenant application fees,tenant rent payments,other document fees,applicable service fees, and resubmis-
sion of rejected items,but not including a Bill-Pay Payment.
(10) "Users"means tenants and prospective tenants managed by Client,who make a Transaction as defined above.
With respect to CONDOCafe Certificates only,Users shall mean tenants and prospective tenants managed by
Client,and other third parties including but not limited to real estate brokers and attorneys who make a Transac-
tion as defined above.
(11) "Yardi Bill-Pay Payment"and "Bill-Pay Payment"means the ACH or physical ch ck payment made through
Payment Processing v2.
b. Fees.In the event Client upgrades from Payment Processing Transactions to Payment Processing v2,Yardi shall continue
to charge Client for Transactions at the rate previously negotiated for Payment Processing Transactions for a period of 3
months from the effective date of the document in which Payment Processing v2 was initially licensed to allow Client to
implement the upgrade.In the event Client implements the upgrade in less than 3 months,Transactions shall begin to be
billed at the Payment Processing v2 rates outlined below once the upgrade goes live.
(1) Client-Paid Transactions: Client acknowledges and agrees to pay the following Fees for each of the following
Transactions or Bill-Pay Payment type(which apply per Transaction or Bill-Pay Payment):
Payment Processing(for accounts receivable):
a) CHECKscan:$0.50
b) ACH:$0.95
c) Signature Debit Cards:see online terms provided in the hyperlink above
d) Credit Cards:see online terms provided in the hyperlink above
e) Monthly transaction minimum (not applicable when UOM is Unit):If Client fails to meet the monthly
transaction minimum outlined in Schedule A(Fee Schedule),if applicable,Yardi shall charge Client for
the remaining Transactions(i.e.,the Transactions required to satisfy the aforementioned monthly min-
imum)at the lowest rate outlined above in subsections Fees 1(a)through 1(c).Client will be invoiced
for actual Transactions processed for nine months commencing on the effective date of the document
in which Payment Processing v2 was initially licensed.Thereafter,Client will be invoiced the monthly
minimum or actual usage,whichever is greater.
Yardi Bill-Pay(for accounts payable):
a) ACH and Check Writing via Check Bill-Pay Payments:$1.00
TPPS(for accounts receivable):
a) TPPS Change of Service:$950.00 per addition/change to a third-party payment processor
b) TPPS CHECKscan:see Payment Processing(for accounts receivables)above
c) TPPS ACH:see Payment Processing(for accounts receivables)above
d) TPPS Credit/Debit Cards:$1.95
TPPS(for accounts payable):
a) TPPS Change of Service:$950.00 per addition/change to a third-party payment processor
b) TPPS ACH and Check Writing via Check Bill-Pay Payments:see Yardi Bill-Pay(for accounts pay-
able)above
(2) Tenant-Paid Transactions.(i)Client expressly desires that Yardi assess each User directly any Fees applicable
to each User-initiated Transaction.(ii)Notwithstanding any other term to the contrary,for all Transactions that are
Page 11 of 13
Confidential
Preparation Date:May 25,2022 12:52 PM
designated by Client as the responsibility of User, any fees or charges imposed by a processing institution,cor-
respondent bank,merchant bank or other institution other than the original Transaction Fee(such as Chargebacks
and Retrieval Fees)shall at all times be the sole responsibility of Client and not User,which Client hereby ex-
pressly acknowledges and agrees to pay.
(3) The Fees set forth above may be amended by Yardi in its reasonable sole discretion. Yardi will, upon Client's
written request,provide Client with the then-current schedule of Fees.
Other Terms:
1. Yardi licenses/services are sold separately unless otherwise stated.
2. Client acknowledges that additional licenses/services[i.e.,in addition to those initially set forth in the Fee Schedule(s)]require addi-
tional 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 licenses/services at the time of Client's request.
Subject to:(i)at least 5 business days'prior written notice from Client;(ii)Client's execution of an amendment to the Agreement;and
(iii)payment of additi nal Fees Yardi will increase Client's licensed maximum number of licenses.
3. Licensed properties may increase or decrease on a monthly basis,and monthly fees will be adjusted accordingly,at then-current rates
(including applicable concessions).
4. Client acknowledges and agrees that Yardi Systems,Inc. may invoice Client for fees relating to the licenses/services provided pursu-
ant to this Agreement.
Page 12 of 13
Confidential
Preparation Date:May 25,2022 12:52 PM
SCHEDULE D
Access Control
1. Client acknowledges that Yardi does not endorse any particular door access hardware provider.It is Client's responsibility to source,
perform due diligence on and purchase directly from the hardware provider.
2. Yardi does not guarantee the operability,functionality or performance of the interface between Client's door access hardware and the
Yardi Kube Licensed Programs.Yardi will make commercially reasonable efforts to support its side of the interface but does not control
the third party's side of the interface and may decide at its reasonable discretion to cease interfacing with a third party.
3. Client acknowledges that as of the Effective Date the access control service is a beta service and may experience reliability and
accuracy challenges as it matures.
4. In the event Client requires access control service,Client will be responsible for the Door Access integration Fee of$30.00/door/month
commencing two(2)months from the Initiation Date.
Page 13 of 13
Confidential
Preparation Date:May 25,2022 12:52 PM