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EXHIBIT 2
<br />process provided in this Agreement.
<br />b. Mediation Process. The parties will select a neutral, inde-
<br />pendent mediator with experience In the relevant subject matter by
<br />the rules of the office of the Judicial Arbitration and Mediation Ser-
<br />vice (JAMS) closest to the mediation venue. The parties shall con-
<br />duct the mediation not less than 10 or more than 20 days from the
<br />date the party requesting mediation gives notice of the request for
<br />mediation to the other party. The parties shall conduct the media-
<br />tion in Santa Barbara, California. The parties shall equally bear the
<br />mediation costs.
<br />c. Mediation Confidentlality. The parties shall maintain the
<br />mediation proceedings in confidence and shall not disclose to third
<br />persons the statements made in mediation by the other parties or
<br />the mediator. The mediation confidentiality provisions of California
<br />Evidence Code sections 1115 —1128 shall apply to the mediation
<br />proceedings.
<br />d. Mediation Statements; Attendee Authority. At least 5
<br />days before the date of the mediation, each parry shall provide the
<br />mediator and the other party with a statement of its position and
<br />copies of supporting documents. Each party shall send to the me-
<br />diation a person who has authority to bind the parry.
<br />a. Non -Binding. If a party participates in good faith in a me-
<br />diation and is dissatisfied with the outcome, that party may then
<br />Invoke all legal rights and remedies available to the party at law or
<br />In equity.
<br />18. General Provisions.
<br />a. Independent Contractor Status. The parties agree that
<br />they are Independent contractors and nothing in this Agreement Is
<br />intended to make the parties partners, agents, joint venturers, or
<br />any other form of joint enterprise, or to make the employees,
<br />agents, or representatives of one of the parties Into employees,
<br />agents, or representatives of the other party. No party to this Agree-
<br />ment shall have any express or implied right or authority to assume
<br />or create any obligations on behalf of the other party or to bind the
<br />other party to any contract, agreement, or undertaking with any
<br />third party.
<br />b. Governing Law. This Agreement shall be governed and
<br />determined by the laws of the United Stales and the Stale of Cali-
<br />fornia as such laws are applied to agreements made and per-
<br />formed entirely within the State of California.
<br />c. Venue. Any action or proceeding related to or arising out of
<br />this Agreement shall be resolved only in a court of competent juris-
<br />diction in the County of Orange, State of California (or the court of
<br />competent jurisdiction closest to the County of Orange, CA if no
<br />court of competent jurisdiction resides in the County of Orange,
<br />CA), and the parties consent to the personal jurisdiction of such
<br />courts and expressly waive any right they may otherwise have to
<br />cause any such action or proceeding to be brought or tried else-
<br />where.
<br />d. Injunctive Relief.
<br />(1) Yardi Injunctive Relief. The parties acknowledge and
<br />agree that, if Client breaches any of its obligations under sections
<br />2(a) (Licenses). 2(b) (Restrictions), 9 (Confidentiality) or 15 (As-
<br />signment), Yardl might incur irreparable harm and damage that
<br />might not be fully compensated with monetary damages. Accord-
<br />Ingly, if Client breaches any provision of sections 2(a) (Licenses),
<br />2(b) (Restrictions), 9 (Confidentiality), or 15 (Assignment) Yardi
<br />may seek specific performance of Client's obligations under those
<br />sections and injunctive relief against any further violations of those
<br />sections.
<br />(ii) p,Ii,ent Injunctive Relief. The parties acknowledge and
<br />agree that, If Yardi breaches any of Its obligations under section 9
<br />(Confidentiality) Client might incur Irreparable harm and damage
<br />that might not be fully compensated with monetary damages. Ac-
<br />cordingly, if Yardi breaches any provision of section 9 (Confidenti-
<br />ality) Client may seek specific performance of Yardi's obligations
<br />under that section and Injunctive relief against any further violations
<br />of that section.
<br />e. Binding Effect. This Agreement Is binding on and Inures
<br />to the benefit of the parties and their permitted assigns, succes-
<br />sors, and legal representatives.
<br />f. Notices.
<br />(i) The parties shall deliver any notice required by this
<br />Agreement by personal delivery, certified U.S. Mail return receipt
<br />requested, or established, reputable expedited delivery carrier
<br />providing proof of delivery service, and will be deemed given upon
<br />confirmed delivery to the party to whom it is Intended at its record
<br />address. The record addresses of the parties are set forth below.
<br />(ii) If to Client:
<br />HOUSING AUTHORITY OF THE
<br />CITY OF SANTA ANA
<br />20 Civic Center Plaza, F12
<br />Santa Ana, CA 92701
<br />(III) If to Yardi:
<br />Attn: Legal Department
<br />YARDI SYSTEMS, INC.
<br />430 S. Fairview Ave.
<br />Goleta, CA 93117
<br />(iv) Either party may change its record address by giving
<br />written notice of such change to the other party.
<br />g. Waiver. The waiver of a party's breach of this Agreement
<br />shall not operate or be construed as a waiver of any other or sub-
<br />sequent breach.
<br />h. Severability. If a court or other body of oompetent jurisdic-
<br />tion determines that any part of this Agreement is unenforceable,
<br />the remainder of this Agreement shall nevertheless remain en-
<br />forceable.
<br />i. Headings. This Agreement's section headings and cap-
<br />tions are Inserted forconvenience only and are not intended to form
<br />a material part of this Agreement.
<br />J. Data Use. Yardi may aggregate, compile, and use Client
<br />Data in order to Improve, develop or enhance the Licensed Pro-
<br />grams and/or other services offered, or to be offered, by Yard!; pro-
<br />vided that no Client Data is identifiable as originating from, or can
<br />be traced back to, Client or a Client customer, tenant or resident in
<br />such aggregated form.
<br />k. Entire Agreement. This Agreement constitutes the final,
<br />complete, and exclusive statement of the agreement between the
<br />parties pertaining to this Agreement's subject matter and super-
<br />sedes all prior and contemporaneous understandings or agree-
<br />ments of the parties. No parry has been induced to enter into this
<br />Agreement by, nor is any party relying on, any representation or
<br />warranty except those inducements, representations and warran-
<br />ties expressly set forth in this Agreement.
<br />I. NonSoliciUNon-Hire. The parties agree not to solicit
<br />(other than a general solicitation to the public) the employment of,
<br />engage as an independent contractor, or hire, any employee of the
<br />other party while such person is an employee of the other party and
<br />until such person has not been an employee of the other parry for
<br />6 months.
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