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b. Mediation Process. The parties will 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 parties shall conduct the mediation not less than 10 or more than 20 days from the date the party requesting media- Lion gives notice of the request for mediation to the other party. The parties shall conduct the mediation in Santa Bar- bara, California. The parties shall equally bear the mediation costs. c. Mediation Confidentiality. The parties shall main- tain the mediation proceedings In confidence and shall not disclose to third persons the statements made In mediation by the other parties or the mediator. The mediation confiden- tiality provisions of California Evidence Code sections 1115 –1128 shall apply to the mediation proceedings. d. Mediation Statements; Attendee Authority. At least 5 days before the date of the mediation, each party shall provide the mediator and the other party with a state - ment of its position and copies of supporting documents. Each party shall send to the mediation a person who has authority to bind the party. a. Non - Binding. if a party participates in good faith in a mediation and is dissatisfied with the outcome, that party may then invoke all legal rights and remedies available to the party at law or in equity. 18. ' GengEW Provlaiona. a. independent Contractor Status. The parties agree that they are Independent contractors and nothing in this Agreement is intended to make the parties partners, agents, joint venturers, or any other form of joint enterprise, or to make the employees, agents, or representatives of one of the parties into employees, agents, or representatives of the other party. No party to this Agreement shall have any ex- press or implied right or authority to assume or create any obligations on behalf of the other party or to bind the other party to any contract, agreement, or undertaking with any third party. b. Governing Law, This Agreement shall be governed and determined by the laws of the United States and the State of California as such laws are applied to agreements made and performed entirely within the State of California. e. Venue. Any action or proceeding related to or arising out of this Agreement shall be resolved only in a court of competent jurisdiction in the City of Santa Barbara, State of California (or the court of competent jurisdiction closest to the City of Santa Barbara, CA if no court of competent juris- diction resides in the City of Santa Barbara, CA), and the parties consent to the personal jurisdiction of such courts and expressly waive any right they may otherwise have to cause any such action or proceeding to be brought or tried elsewhere. d. injunctive Relief. (1) The parties acknowledge and agree that, if Accordingly, If Client breaches any provision of sections 2(a) (Licenses), 2(b) (Restrictions), 9 (Confidentiality), or 15 (As- signment) Yardi may seek specific performance of Client's obligations under those sections and Injunctive relief against any further violations of those sections. (11) The parties acknowledge and agree that, if Yard! breaches any of its obligations under section 9 (Confi- dentiality) Client might Incur irreparable harm and damage that might not be fully compensated with monetary damages. Accordingly, if Yardi breaches any provision of section 9 (Confidentiality) Client may seek specific performance of Yardi's obligations under that section and Injunctive relief against any further violations of that section. e. Binding Effect. This Agreement Is binding on and Inures to the benefit of the parties and their permitted as- signs, successors, and legal representatives. L Notice &. (1) The parties shalt deliver any notice required by this Agreement by personal delivery, certified U.S. Mail re- turn receipt requested, or established, reputable expedited delivery carrier providing proof of delivery service, and will be deemed given upon confirmed delivery to the party to whom it Is Intended at Its record address. The record ad- dresses of the parties are set forth below. (11) If to Client: Attn: Linda Foster HOUSING AUTHORITY OF THE CITY OF SANTA ANA PO Box 22030 Santa Ana, CA 92702 (ill) If to Yard!: Attn: Chief Operating Officer YARDI SYSTEMS, INC. 430 S. Fairview Ave. Goleta, CA 93117 With a copy to Attn: Legal Department YARD[ SYSTEMS, INC, 430 S. Fairview Ave. Goleta, CA 93117 (Iv) Either party may change Its record address by giving written notice of such change to the other party. g. Waiver. The waiver of a party's breech of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach. h. Severability. if a court or other body of competent jurisdiction determines that any part of this Agreement is unenforceable, the remainder of this Agreement shall never- theless remain enforceable. i. 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. Client breaches any of its obligations under sections 2(a) (Licenses), 2(b) (Restrictions), 9 (Confidentiality) or 15 (As- j. Entire Agreement. This Agreement constitutes the signment), Yard! might Incur irreparable harm and damage final, complete, and exclusive statement of the agreement that might not be fully cornpennsat with T—Yard! ary damages. between the parties pertaining to this Agreement's subject O,V Client 7 Confkaentlal l3' a of Preparation: July 23, 2009 7:22 AM