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EXHIBIT 1 <br />Authority General Counsel <br />City of Santa Ana <br />20 Civic Center Plaza (M-29) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />To Consultant: Yardi Systems, Inc. <br />430 S. Fairview Ave. <br />Goleta, CA 93117 <br />Attn: COO <br />And: Yardi Systems, Inc. <br />430 S. Fairview Ave. <br />Goleta, CA 93117 <br />Attn: General Counsel <br />A party may change its address by giving notice in writing to the other party. Thereafter, <br />any notice, tender, demand, delivery, or other communication shall be addressed and transmitted <br />to the new address. If sent by mail, any notice, tender, demand, delivery, or other <br />communication shall be effective or deemed to have been given three (3) days after it has been <br />deposited in the United States mail, duly registered or certified, with postage prepaid, and <br />addressed as set forth above. For purposes of calculating these time frames, weekends, federal, <br />state, County or City holidays shall be excluded. <br />10. EXCLUSIVITY AND AMENDMENT <br />This Agreement, including Exhibits A, B, and C shall collectively represent the complete <br />and exclusive statement between the Authority and Consultant, and supersede any and all other <br />agreements, oral or written, between the parties. In the event of a conflict between the terms of <br />this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This <br />Agreement may not be modified except by written instrument signed by the Authority and by an <br />authorized representative of Consultant. The parties agree that any terms or conditions of any <br />purchase order or other instrument that are inconsistent with, or in addition to, that terms and <br />conditions hereof, shall not bind or obligate Consultant nor the Authority. Each party to this <br />Agreement acknowledges that no representations, inducements, promises or agreements, orally <br />or otherwise, have been made by any party, or anyone acting on behalf of any party, which are <br />not embodied herein. <br />11. ASSIGNMENT <br />Inasmuch as this Agreement is intended to secure the specialized services of Consultant, <br />Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior <br />written consent of the Authority and any such assignment, transfer, delegation or subcontract <br />without the Authority's prior written consent shall be considered null and void. <br />N <br />3-6 <br />