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EXHIBIT 1 <br />8. CONFLICT OF INTEREST CLAUSE <br />Consultant covenants that it presently has no interests and shall not have interests, direct or <br />indirect, which would conflict in any manner with performance of services specified under this <br />Agreement. <br />9. NOTICE <br />Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall <br />be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or <br />certified mail, postage prepaid, in the manner provided in this Section, to the following persons: <br />To Authority: Housing Authority for the City of Santa Ana <br />Community Development Agency <br />20 Civic Center Plaza (M -27) <br />P.O. Box 1988 <br />Santa Ana, CA_ 92702 -1988 <br />And: <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, any <br />notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new <br />address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective <br />or deemed to have been given three (3) days after it has been deposited in the United States mail, duly <br />registered or certified, with postage prepaid, and addressed as set forth above. For purposes of calculating <br />these time frames, weekends, federal, state, County or City holidays shall be excluded. <br />10. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the Authority and <br />Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event <br />of a conflict between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed by <br />the Authority and by an authorized representative of Consultant. The parties agree that any terms or <br />conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that <br />terms and 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 or <br />