Loading...
HomeMy WebLinkAboutRentGrow Inc; 2018-05-03;SCREENING SERVICES ACTIVATION AGREEMENT RentGrow, Inc., a Delaware corporation located at 400 Fifth Avenue, Suite 120, Waltham, MA 02451 ("RentGrow"), and City of Carlsbad ("Client") 1200 Carlsbad Village Drive Carlsbad, CA 92008 enter into this agreement including any schedules, exhibits or other attachments (this "Agreement") effective as of the date of the last party signature on this Agreement ("Effective Date"). RECITAL RentGrow provides certain Services [defined in section 1 (Definitions), below] to Client in connection with its use of the Services [defined in section 1 (Definitions), below] for managing properties owned and/or managed by Client. As a condition to accessing and using the Services and in consideration of the respective rights and obligations of the parties as set forth in this Agreement, the parties agree as follows: AGREEMENT 1. Definitions. a. "Applicant" means a current or prospective tenant of a Property who has consented in writing to End-User's use of the Services in connection with the Permissible Purpose. b. "Confidential Information" is defined in section 6 (Confidentiality). c. "Credit Bureau" and "CRA" mean each credit bureau such as Equifax®, Experian®, TransUnion® and other con- sumer reporting agency vendor (such as LexisNexis®) that provides information contained in the Services, either individ- ually or collectively as understood by the context wherever referenced. d. "Eligibility Criteria" means the Applicant selection policies or standards, as set solely by Client or other respon- sible party such as a property owner. e. "End-Users" means Client and Client's employees who access and use Services. f. "Fair Credit Reporting Act" or "FCRA" means 15 U.S.C. § 1681 et seq. as may be amended from time to time. g. "Permissible Purpose" means the use of the Ser- vices by End-Users for evaluating Applicants in accordance with this Agreement, the FCRA, all other applicable laws and regulations, and Schedule C (Required Supplemental Terms and Conditions). h. "Property" or "Properties" means the property or properties and the designated units thereof expressly listed in Schedule B (Property Worksheet). i. "Services" means the RentGrow screening and re- lated products and solutions provided pursuant to this Agree- ment that contain information expressly governed by the FCRA, other related applicable laws and regulations and Schedule C (Required Supplemental Terms and Conditions). j. "Tenant Screening Report" means the information from any Credit Bureau assembled, merged and provided by RentGrow: (i) to Applicants, as required; and (ii) to End-Users, as required. 2. Term and Termination; Exclusivity. a. Term. This Agreement will commence on the Effective Date and shall remain in full force for 2 years (the "Initial Term") unless earlier terminated in accord with section 2(b) (Termination). Upon expiration of the Initial Term, this Agree- ment shall automatically renew for successive 1-year terms (each a "Renewal Term") unless a party provides written no- tice of non-renewal at least 30 days prior to expiration of the then-current (Initial or Renewal) Term. The Initial Term and Renewal Term(s) shall be collectively referred to as the "Term." b. Termination. Either party may terminate this Agree- ment upon written notice to the other party where: (i) there has been a material breach that is not or cannot be cured within 7 days of written notice of the material breach; or (ii) there has been a material breach and the breaching party fails to acknowledge the breach and work diligently to cure the breach within a time period that is satisfactory to the non- breaching party. Termination pursuant to this section 2(b) (Termination) shall be effective upon delivery of written notice and, where applicable, after expiration of the cure period. Not- withstanding the foregoing, RentGrow does not guarantee that any information contained in the Services will be available from any specific Credit Bureau or CRA; and in the event the Credit Bureaus stop providing data to RentGrow for any rea- son, RentGrow may terminate this Agreement, in whole or in part, upon written notice. c. Effect of Termination. (i) Services Termination. Upon termination or expira- tion of this Agreement, RentGrow will cease providing the Ser- vices to Client and all outstanding Undisputed Fees owed, if any, shall become immediately due and payable. (ii) Return of Confidential Information. Upon this Agreement's termination or expiration effective date, the par- ties shall comply with section 6(d) (Ownership and Return of Confidential Information). d. Survival. The parties' obligations under, and the pro- visions of, sections 2(c) (Effect of Termination), 3 (Fees), 4 (Acknowledgments, Criteria and Access), 6 (Confidential- ity), 7 (Warranties), 8 (Damage Limitations), 10 (Mediation) and 11 (General Provisions) shall survive this Agreement's termination or expiration. 3. Fees. a. Fees. Client expressly acknowledges and agrees to pay RentGrow the Fees for its use of the Services in accord- ance with Schedule A (Fee Schedule) and to provide and Initials: A-f'(\ "lien! p~ Confidential Preparation Date: 4/6/2018 keep current all billing-related infonnation to be provided by Client in Schedule D (Required Billing and Invoicing Infor- mation). Client further expressly acknowledges and agrees that it, and not any other party (such as, by way of example, a third party Property owner), is solely responsible for paying to RentGrow all Fees for the Services actually used by Client, even if Client used the Services in connection with the man- agement of Property that Client no longer manages or owns, and is solely responsible for the consequences of any delays caused by incorrect, outdated or incomplete infonnation pro- vided in Schedule D (Required Billing and Invoicing Infor- mation). b. Failure to Pay. Client's failure to timely pay any Un- disputed Fees when due is a material breach subject to the tenns of section 2(b) (Tennination). Additionally, Client ex- pressly acknowledges and agrees that: (i) 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 appli- cable law whichever is greater; and (ii) if Client fails to timely cure a material breach for non-payment of Undisputed Fees, RentGrow may suspend the Services in whole or in part. c. Taxes. The Fees are exclusive of any tariff, duty, or tax (exclusive of taxes based on RentGrow's net income), however designated, levied, or based, that apply to the Ser- vices provided under this Agreement. d. Partial Fee Disputes. If Client reasonably and in good faith disputes any Fees, and provides notice of such dispute in accordance with section 11 (e) (Notices), Client agrees that the undisputed portion of such Fees, if any ("Undisputed Fees") shall be due and payable as invoiced irrespective of the dispute. Client further acknowledges and agrees that it is expressly prohibited from disputing any Fees incurred for the Services on the grounds such Fees were incurred on behalf, or are the responsibility, of any third party (such as, by way of example, a property owner). 4. Acknowledgements, Criteria, Access and Location. a. Acknowledgements and Required Supplemental Terms and Conditions. As an express condition of access- ing and using the Services as pennitted under this Agree- ment, Client acknowledges and agrees that it and all End-Us- ers shall do so only for the Pennissible Purpose, and that Cli- ent and all End-Users are bound by: (i) the tenns and condi- tions of this Agreement related to the access and use of the Services; (ii) the FCRA; (iii) all other applicable laws and reg- ulations; and (iv) the then-current version of Schedule C (Re- quired Supplemental Tenns and Conditions), the full text of which is located and available on-line at: http://www.yardi.com/us-screening-schedule-c or as Rent- Grow may otherwise provide to Client. b. Tenant Eligibility Criteria. Client is solely and exclu- sively responsible for establishing the Eligibility Criteria for each Property. RentGrow plays no role whatsoever in deter- mining the Eligibility Criteria for any Property, plays no role in any tenancy decisions and does not guarantee the effective- ness of Client's Applicant selection policies or the accuracy of any Credit Bureau, CRA or other infonnation delivered by way of the Services or in a Tenant Screening Report. c. Access to and Use of the Services. Only End-Users are authorized to access and use the Services, and shall only do so for the Pennissible Purpose. End-Users may be added or replaced, free of charge, however: (i) each End-User must have a unique password or user-ID with which to access or use the Services; (ii) user-IDs and passwords must be imme- diately revoked when an End-User is no longer authorized to access or use the Services; (iii) End-User passwords and user-IDs may not be shared or used by more than one indi- vidual End-User; and (iv) Client shall keep and maintain an accurate list of its currently authorized End-Users and shall provide such list to RentGrow upon request. If any user of Client's Voyager software has access to the Services and is not an End-User, Client shall require and ensure that such user first executed, directly with RentGrow, a Screening Ser- vices Activation Agreement or equivalent. Notwithstanding the foregoing, any unauthorized access to or use of the Services by anyone shall entitle RentGrow to immediately suspend or terminate part or all of the Services. d. Right to Audit and Compliance. In accordance with RentGrow's obligations to the Credit Bureaus and some CRAs, including RentGrow's obligation to help prevent and detect potentially fraudulent and/or suspicious activity, Client acknowledges and agrees that RentGrow may conduct ran- dom as well as regular monitoring of End-User's access to and use of the Services and compliance with section 4(a) (Acknowledgements and Required Supplemental Tenns and Conditions) for the purpose of validating that End-Users are accessing and using the Services only for the Pennissible Purpose and in accordance this Agreement. Additionally, pur- suant to any obligations RentGrow has or may have under any laws or regulations concerning the prevention of identity theft, financial fraud, money laundering, terrorist financing and the like, Client agrees to comply with any standard RentGrow "know-your-client" requirements, processes or procedures. e. Shared Location. In the event Client operates from a physical location or on a server or network (the "Location") that is shared with a third party business (a "Company"), Cli- ent hereby acknowledges and represents that: (i) Client is le- gally entitled to operate at or on the Location shared with Company; and (ii) Client shall expressly prohibit and physi- cally and/or electronically prevent Company from accessing or using the Services in any manner or for any purpose what- soever. 5. Software Title. Non-Transfer. All right, title and interest in and to any RentGrow software or any software of its parent or subsidiary companies (collectively for purposes of this Agreement, "RentGrow Software") used as part of the Services shall re- main exclusively with RentGrow or its parent or subsidiary company. No title transfer is intended or executed by this Agreement. 6. Confidentiality a. Confidential Information Definition. "Confidential Information" means all non-public infonnation including, with- out limitation: (i) patent, copyright, trade secret, and other pro- prietary infonnation; (ii) RentGrow Software; (iii) a party's fi- nancial infonnation; (iv) customer lists, business forecasts, sales and marketing plans; (v) the Services; (vi) the prices of- fered or paid per this Agreement; (vii) this Agreement's tenns; (viii) the content and data comprising the Services; and (ix) any other infonnation disclosed by one party (a "Disclosing Party") to another party (a "Receiving Party"), or to which a Receiving Party is exposed because of this Agreement, that a Disclosing Party identifies as confidential at the time of disclo- sure or which, by its nature, reasonably should be regarded as confidential. Initials: ~ ~ 'Client p~ Confidential Preparation Date: 4/6/2018 b. Nondisclosure and Nonuse Obligations. Each Re- ceiving Party agrees that it will not disseminate, distribute, ex- pose, or in any way disclose any Confidential Information of a Disclosing Party to any third party. A Receiving Party may use a Disclosing Party's Confidential Information to the extent necessary to perform its obligations under this Agreement. A Receiving Party's employees and contractors may use Confi- dential Information only for the specific business purpose for which it was made available and not for any other purpose. A Receiving Party's employees and contractors may not use Confidential Information in any way that may compete with a Disclosing Party. Each Receiving Party agrees that it will treat all Confidential Information with the same degree of care as that Receiving Party accords its own Confidential Information, but in no event less than reasonable care. Each Receiving Party agrees that it shall disclose Confidential Information only to those of its employees and contractors who need to know such information, and each Receiving Party certifies that such employees and contractors have previously agreed, either as a condition to employment or in order to obtain the Confidential Information, to be bound by terms and conditions at least as restrictive as those applicable to the Receiving Party under this Agreement. A Receiving Party shall immedi- ately give notice to the Disclosing Party of any unauthorized use or disclosure of that Disclosing Party's Confidential Infor- mation and agrees to assist that Disclosing Party in remedy- ing any such unauthorized use or disclosure of Disclosing Party's Confidential Information. c. Exclusions from Nondisclosure and Nonuse Obli- gations. Each Receiving Party's obligations under sec- tion 6(b) (Nondisclosure and Nonuse Obligations) shall not apply to Confidential Information that the Receiving Party can document: (i) was (through no fault of the Receiving Party) in the public domain at or subsequent to the time the information was received from the Disclosing Party; (ii) was rightfully in the Receiving Party's possession free of any confidentiality obligation at or subsequent to the time the Disclosing Party disclosed it to the Receiving Party; or (iii) was developed by the Receiving Party's employees or agents independent of, and without reference to, any information communicated to the Receiving Party by a Disclosing Party. A Confidential In- formation disclosure by a Receiving Party either: (A) in re- sponse to an enforceable order by a court or other govern- mental body; (B) as otherwise required by law, including, but not limited to the California Public Records Act; or (C) neces- sary to establish the rights of a party under this Agreement, shall not be a breach of this Agreement by a Receiving Party or a waiver of confidentiality for other purposes; provided, however, the Receiving Party shall provide prompt prior writ- ten notice of any such Confidential 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 and Other Materials. Each Disclosing Party's Confidential In- formation is and shall remain the property of the Disclosing Party, and this Agreement does not grant or imply any license or other rights to a Disclosing Party's Confidential Information except as expressly set forth in this Agreement. Within 5 busi- ness days after a Disclosing Party's request, the Receiving Party will promptly either, at the Disclosing Party's election, destroy or deliver to the Disclosing Party all Confidential Infor- mation and materials furnished to the Receiving Party, and provide a company officer's written certification of compli- ance with said destruction or delivery. e. Third Party Information Disclosure. A Disclosing Party shall not communicate any information to a Receiving Party in violation of the confidentiality, privacy or proprietary rights of any third party. 7. Warranties. a. Warranty Disclaimer (as between RentGrow and Client only). EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND TO THE FULLEST EXTENT AL- LOWED UNDER APPLICABLE LAW, RENTGROW DIS- CLAIMS ALL WARRANTIES WITH REGARD TO THE SER- VICES PROVIDED PURSUANT TO THIS AGREEMENT IN- CLUDING, BUT NOT LIMITED TO, THE IMPLIED WAR- RANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. b. Warranty Disclaimer (as between Client and each Credit Bureau only). SEE SCHEDULE C (REQUIRED SUP- PLEMENTAL TERMS AND CONDITIONS). 8. Damage Limitations. a. Damage Waiver (as between RentGrow and Client only). REGARDLESS OF ANY OTHER PROVISION IN THIS AGREEMENT, AND TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, RENTGROW DISCLAIMS ALL OB- LIGATIONS AND LIABILITIES FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE AND CONSE- QUENTIAL DAMAGES, ATTORNEYS' AND EXPERTS' FEES, AND COURT COSTS (EVEN IF RENTGROW HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAM- AGES), ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. b. Damage Waiver (as between Client and each Credit Bureau only). SEE SCHEDULE C (REQUIRED SUP- PLEMENTAL TERMS AND CONDITIONS). c. Liability Limit (as between RentGrow and Client only). IN ADDITION TO THE LIMITATIONS OTHERWISE SET FORTH IN THIS AGREEMENT (BUT EXCLUDING SCHEDULE C (REQUIRED SUPPLEMENTAL TERMS AND CONDITIONS)), AND TO THE FULLEST EXTENT AL- LOWED BY APPLICABLE LAW, IN THE EVENT OF ANY CLAIM OR CAUSE OF ACTION BY CLIENT ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT, RENT- GROW'S MAXIMUM LIABILITY TO CLIENT, REGARD- LESS OF THE AMOUNT OF LOSS CLIENT MAY HAVE SUFFERED, SHALL NOT EXCEED THE FEES PAID BY CLIENT TO RENTGROW FOR THE SERVICES PROVIDED UNDER THIS AGREEMENT DURING THE 6 MONTHS IM- MEDIATELY PRECEDING THE EARLIEST DATE OF THE EVENT($) GIVING RISE TO THE LIABILITY. d. Liability Limit (as between Client and each Credit Bureau only). SEE SCHEDULE C (REQUIRED SUPPLE- MENTAL TERMS AND CONDITIONS). e. Non-Reliance Release (as between RentGrow and Client only). CLIENT HEREBY RELEASES RENTGROW AND ITS AGENTS, EMPLOYEES AND INDEPENDENT CONTRACTORS FROM LIABILITY FOR: (i) ANY NEGLI- GENCE RELATED TO OR IN CONNECTION WITH THE IN- FORMATION PROVIDED AS PART OF THE SERVICES; AND (ii) ANY LOSS OR EXPENSE RES UL TING, DIRECTLY OR INDIRECTLY, FROM INFORMATION DERIVED FROM THIRD PARTIES, INCLUDING BUT NOT LIMITED TO THE CREDIT BUREAUS. lnitials4-J (\ Client ~9 Confidential Preparation Date: 4/6/2018 f. Non-Reliance Release (as between Client and each Credit Bureau only). SEE SCHEDULE C (REQUIRED SUPPLEMENTAL TERMS AND CONDITIONS). 9. Assignment. RentGrow may assign, sell, convey, pledge or otherwise transfer this Agreement, in whole or in part and with or without notice, to its parent company, a wholly owned subsidiary, or a wholly owned subsidiary of its parent company so long as the services and the quality of said services provided for herein to Client do not materially change; and Client may assign, sell, convey, pledge, or otherwise transfer this Agreement pro- vided it has the express prior written consent of RentGrow, which RentGrow may withhold for any reason. Any other at- tempted assignment, sale, conveyance, pledge, or other transfer of this Agreement is void and a material breach of this Agreement. 10. Mediation. a. Mediation Request; Condition Precedent. In the event of a dispute between Client and RentGrow arising out of or related to this Agreement that cannot be resolved ami- cably between them, the party initiating the dispute (the "Serv- ing Party") may serve the other party (the "Served party") with a request for mediation in accordance with section 11 (e) (No- tices). A Serving Party may not file any action against the Served Party in any court, or initiate any other legal proceed- ing, unless and until the Serving Party has complied with this section and attempted, in good faith, to complete mediation of the dispute in accordance with section 10(b) (Mediation Pro- cess). b. Mediation Process. In the event of a mediation under this Agreement, the Serving Party and Served Party shall jointly select a neutral, independent mediator with experience in the relevant subject matter by the rules of the office of the Judicial Arbitration and Mediation Service (JAMS) closest to the mediation venue. The mediation shall take place not less than 10 days and not more than 20 days from the date the Serving party gives notice of the request for mediation in ac- cordance with section 11 (e) (Notices) unless otherwise re- quired by JAMS or mutually agreed to by the parties. The me- diation shall take place in Santa Barbara, California. The par- ties shall be responsible for their own costs related to prepar- ing for and attending the mediation but shall share equally the fees and costs of the mediator and JAMS. c. Mediation Confidentiality. The parties shall maintain the mediation proceedings in confidence and shall not dis- close to any third parties the statements made in mediation by the parties or the mediator. The mediation confidentiality pro- visions 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, the parties shall pro- vide the mediator and exchange their statements of position and copies of any supporting documents. To the extent pos- sible, each party shall send to the mediation a person who has decision making authority. e. Non-Binding. If either party participates in a media- tion in good faith but is dissatisfied with the outcome, that party may then invoke all legal rights and remedies available at law or in equity. 11. 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 fonn of joint enterprise, or to make the employees, agents, or representatives of one of the par- ties into employees, agents, or representatives of the other party. No party to this Agreement shall have any express or implied right or authority to assume or create any obligations on behalf of any other party, and no party to this Agreement shall have any express or implied right to bind any other party to any contract, agreement, or undertaking with any third party. b. Governing Law. This Agreement shall be governed and detennined by the laws of the United States and the State of California as such laws are applied to agreements made and perfonned 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 com- petent jurisdiction in the City of Santa Barbara, State of Cali- fornia (or the court of competent jurisdiction closest to the City of Santa Barbara, CA, if no court of competent jurisdiction re- sides in the City of Santa Barbara, CA), and the parties con- sent 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 elsewhere. d. Binding Effect. This Agreement is binding on and in- ures to the benefit of the parties and their pennitted assigns, successors, and legal representatives. e. Notices. The parties shall deliver any notice required by this Agreement by personal delivery, by certified U.S. Mail return receipt requested, or by an established, reputable overnight delivery carrier that provides traceable proof of delivery (such as FedEx®), and will be deemed given upon confinned deliv- ery to the party to whom it is intended at its address of record. The addresses of record of Client and RentGrow, all of which must be included on any notices under this section, are as follows: lfto Client: Attn: Bobbi Nunn CITY OF CARLSBAD 1200 Carlsbad Village Drive Carlsbad, CA 92008 If to RentGrow: RENTGROW, INC. Attn: COO 400 Fifth Avenue, Suite 120 Waltham, MA 02451 With a copy to: YARDI SYSTEMS, INC. Attn: Legal Department 430 S. Fairview Ave. Goleta.CA 93117 A party may change its address of record or notice recipient by giving written notice of such change in accordance with this section. Initials: A,_J.(\ "lient Pdtt!rt Confidential Preparation Date: 4/6/2018 f. Waiver. The waiver of a party's breach of this Agree- ment shall not operate or be construed as a waiver of any other or subsequent breach. g. Severability. If a court or other body of competent jurisdiction determines that any part of this Agreement is un- enforceable, the remainder of this Agreement shall neverthe- less remain enforceable. h. Headings. This Agreement's section headings and captions are inserted for convenience only and are not in- tended to form a material part of this Agreement. i. Data Use. RentGrow and its parent, subsidiary or af- filiated companies may aggregate, compile, and use infor- mation derived from the provision of the Services in order to improve, develop or enhance the Services and/or other ser- vices offered, or to be offered, by RentGrow, its parent com- pany, or their affiliated companies; provided that no personally identifiable information belonging to Client or any Applicant is identifiable as originating from, or can be traced back to, Cli- ent or any Applicant. j. Entire Agreement. This Agreement constitutes the fi- nal, complete, and exclusive statement of the agreement of the parties pertaining to this Agreement's subject matter and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to en- ter into this Agreement by, nor has any party relied on, any representation or warranty except those inducements, repre- sentations and warranties expressly set forth in this Agree- ment. k. Non-Solicit/Non-Hire. The parties agree not to solicit (other than a general solicitation to the P. Ic the employ- ment of, engage as an independent co actor, r hire, any RENTGROW, INC. By: Date: Print Name: Title: APR 1 8 2018 Michael Remorenko Authorized Representative employee of any other party while such person is an employee of the other party and until such person has not been an em- ployee of the other party for 6 months. I. Modification. Except as expressly set forth else- where in this Agreement, the parties may only modify or amend this Agreement in a writing signed by an authorized representative of each party. m. Force Majeure. Neither party to this Agreement shall be liable to the other party for a failure of or delay in perfor- mance caused by a Force Majeure Event. If a Force Majeure Event occurs, the party affected shall use commercially rea- sonable efforts to resume the performance excused by the Force Majeure Event. As used in this Agreement, "Force Majeure Event" means any event beyond the reasonable con- trol of the party affected by such event, including without limi- tation, fire, 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. n. Signature; Counterparts. This Agreement is not binding on the parties until it has been signed and a copy re- ceived by all parties. However, signatures need not appear on the same copy of this Agreement, so long as signed copies have identical contents. The parties may transmit signatures on this Agreement by electronic transmission, which shall be binding upon the parties. Counterparts with original signatures shall be provided to the other party within 5 days of electronic transmission or as soon thereafter as is reasonably practica- ble; however, the fai to provide original counterparts shall have no effect on is greement's enforceability or binding nature. If execute in c unterparts, this Agreement will be as effective as if sim ltane usly executed. By: Date: f,µA:){l~ Print Name: ~I(' ~OC,. Title: ~~ ~~!2'krt~, Rev.031616 Initials:&. Client Page 5 of 9 Confidential Preparation Date: 4/6/2018 Screening Services and Fees 1) SERVICES FEES: SCHEDULE A Fee Schedule RentGrow/Screening PIN#: 100077915 RentGrow/Screening Order#: 137214 121 $7.00 -Premium National Criminal Screening including national criminal search, national sex offender search, and OFAC/SDN Terrorist search 181 $8.00 -Supplemental County/State Criminal Searches will also be included in the following states: AL, CA, CO, DC, DE, ID, LA, MA, NV, SD, VA, WY. {Conducting a supplemental local search is a best practice in these states because national criminal databases provide limited information in these areas.) 121 $3.00 -Civil Court Records pertaining to landlord and tenant disputes 2) PAYMENT TERMS: Client agrees to pay charges shown on this Fee Schedule within 30 days of invoice in accordance with the terms in Section 3 {Fees). All prices, fees and payment terms shall be subject to change by RentGrow upon 30 days prior writ- ten notice. 3) TAXES: Client agrees to pay, as applicable, any state or local excise, sales, use or other tax {except income taxes or corporate excise taxes) imposed on RentGrow resulting from this Agreement. Any such taxes paid for by RentGrow shall be reimbursed by Client. 4) ADDITIONAL TERMS: Client acknowledges and agrees to the additional terms set forth in Schedule B {Property Worksheet) and Schedule C {Required Supplemental Terms and Conditions). Initials&_ Client Page 6 of 9 Confi(!ential Preparation Date: 4/6/2018 Property Worksheet Terms SCHEDULE B Property Worksheet RentGrow/Screening PIN#: 100077915 RentGrow/Screening Order#: 137214 a. Property Information. In order to access and use the Services, and to remain compliant with the FCRA and applicable law, Client or its designated POC (defined below, which may be or include Property Manager) must provide certain information, including but not limited to, information about the Properties for which the Services will be utilized (the "Property Information"). Client or its POC shall be responsible for: (a) providing true, accurate, current and complete information in the RentGrow and/or Yardi Systems, Inc. Service application forms and as otherwise reasonably requested by RentGrow; and (b) maintaining and promptly updating Prop- erty Information so that it remains true, accurate, current and complete during the term of this Agreement. Client understands and acknowledges that if Client or its POC provides any Property Information that is untrue, inaccurate, not current or incomplete, regardless of where the information originated, or if RentGrow has reasonable grounds to suspect such information is untrue, inaccurate, not current or incomplete, RentGrow may suspend or terminate all or part of the Services. b. Designated Client Point(s) of Contact (POC). Client shall appoint POCs, below, for the Property(ies) indicated. RentGrow shall have no obligation to contact or communicate with any other persons regarding this Schedule B (Property Worksheet) except as indicated in section 11 (e) (Notices). Each POC shall be an authorized End-User physically located at the Property for which he or she has been designated. Only the designated POC is authorized to add new End-Users, except that if the Services are accessed through Client's Voyager software, Client shall ensure that any Designated User of said Voyager software that also has access to the Services shall also be an End-User. Property Property Name TvM Units HCV HCV 650 Street Address Citv State ZiD 1200 Carlsbad Village Dr -HNS Carlsbad CA 92008 Initials:& Client Page 7 of 9 Confidential Preparation Date: 4/6/2018 Property Property Property Manager Phone Manaaer Email 760-434-2816 Bobbi Nunn bobbi.nunnlillcar1sbadca.aov SCHEDULEC Required Supplemental Terms and Conditions The full text of the current version of Schedule C (Required Supplemental Terms and Conditions) is located and available on-line at http://www.yardi.com/us-screening-schedule-c and, by this reference, is fully incorporated herein as may be updated from time to time, with or without notice. In the event any material update to or modification of Schedule C (Required Supplemental Terms and Conditions) that Client does not accept, Client must immediately stop using the Services and notify RentGrow in writing within 7 days of the Schedule C revision date. Upon the receipt by RentGrow of such written notice from Client, RentGrow will discontinue the Services and terminate this Agreement for the convenience of both parties without penalty to Client but subject to all other terms of this Agreement. In the absence of such written notice, the access to or use of the Services by Client or any End-User shall constitute acceptance of Schedule C (Required Supplemental Terms and Conditions) in effect at the time of such access or use. Under no circumstances shall RentGrow include in Schedule C (Required Supplemental Terms and Conditions) any term, condition, notice or otherwise that is not required by a Credit Bureau, CRA, or applicable law or regulation in order for RentGrow to be able to provide, or for Client and End-Users to be able to access and use, the Services. As indicated in Schedule C (Required Supplemental Terms and Conditions), Client is required to initial certain terms. Client acknowl- edges and agrees that the initials at the bottom of this page shall fulfill such requirement on a continuing basis, including as to any updates to Schedule C (Required Supplemental Terms and Conditions) to the extent Client and End-Users access and use the Ser- vices. Initials:& Client Page 8 of 9 Confidential Preparation Date: 4/6/2018 SCHEDULED Required Billing and Invoicing Information For all RentGrow billing or invoicing questions, please contact the RentGrow Accounting Department by phone at (800) 736-8476 (option 3) or by email at RS_lnvoicing@Yardi.com Primary Corporate Billing Contact -to be used by the RentGrow Accounting Department for addressing billing issues, questions about Schedule A (Fee Schedule) or questions about this Schedule D (Required Billing and Invoicing Information). Name:------------------------------------------- Title: ------------------------------------------- Phone:------------------------------------------- Email: ------------------------------------------- General Billing Email (if applicable):-------------------------------- Invoice Delivery Options (choose Option 1 or Option 2): 0 Option 1 -Email Delivery (select one of the following): 0 Email invoices to each property at the property email addresses provided in Schedule B (Property Worksheet) or 0 Email a single file containing all invoices for the properties in Schedule B (Property Wor1<sheet) to the Primary Corpo- rate Billing Contact email provided, above or 0 Email a single invoice file for each property listed in Schedule B (Property Worksheet) to the Primary Corporate Billing Contact email provided, above 0 Option 2 -US Postal Service Regular Mail (USPS) Delivery (select one of the following options): 0 Mail invoices for each property to the physical property addresses provided in Schedule B (Property Wor1<sheet) If selected select the proper "Attention to" recipient for all invoices: 0 Leasing Office O Property Manager O Asst. Property Manager O Other: _________ _ 0 Some properties are unable to receive USPS deliveries (The RentGrow Billing Department will contact the Primary Corporate Billing Contact to coordinate invoicing). or 0 Mail all invoices for the properties listed in Schedule B (Property Wor1<sheet) to the following address: Name:-------------------------------------- Attention To/ Title:--------------------------------- Address: ------------------------------------- Address:------------------------------------- City: ___________________ _ State: ____ _ Zip: ________ _ Important: Be sure that the address provided is an address to which USPS deliveries are accepted and that the Name and Attention To I Title are accurate. Client acknowledges and agrees that it is responsible for keeping the above information current and complete and that Client is solely responsible for all misrouted or returned invoices. RentGrow and Client further acknowledge and agree that changes to this Schedule D (Required Billing and Invoicing Information) may be made in writing (including by email) by and between the RentGrow Accounting Department and the Primary Corporate Billing Contact. Initials: LJ./& rIient p~ Confidential Preparation Date: 4/6/2018 Bobbi Nunn Housing Program Manager 760/434-2816 bobbi.nunn@carlsbadca.gov X X