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b. Mediation Process. The parties will select a neutral,
<br />independent mediator with experience In the relevant subject
<br />matter by the rules of the office of the Judicial Arbitration and
<br />Mediation Service (JAMS) closest to the mediation venue.
<br />The parties shall conduct the mediation not less than 10 or
<br />more than 20 days from the date the party requesting media-
<br />don gives notice of the request for mediation to the other
<br />party. The parties shall conduct the mediation In Santa Bar-
<br />bara, California. The parties shall equally bear the mediation
<br />costs.
<br />c. Mediation Confidentiality. The parties shall main-
<br />tain the mediation proceedings In confidence and shall not
<br />disclose to third persons the statements made In mediation
<br />by the other parties or the mediator. The mediation confiden-
<br />tiality provisions of California Evidence Code sections 1115
<br />— 1128 shall apply to the mediation proceedings.
<br />d. Mediation Statements; Attendee Authority, At
<br />least 6 days before the date of the mediation, each party
<br />shall provide the mediator and the other party with a state-
<br />ment of its position and copies of supporting documents.
<br />Each party shad send to the mediation a person who ties
<br />authority to bind the party.
<br />e. Non-Binding, If a party participates In good faith in
<br />a mediation and is dissatisfied with the outcome, that party
<br />may then invoke all legal rights and remedies available to
<br />the party at law or in equity.
<br />18, - 21rnYPJ_?12A-1J=,
<br />a, Independent Contractor Status. The parties agree
<br />that they are Independent contractors and nothing in this
<br />Agreement is intended to make the parties partners, agents,
<br />joint venturers, or any other form of joint enterprise, or to
<br />make the employees, agents, or representatives of one of
<br />the parties into employees, agents, or representatives of the
<br />other party. No party to this Agreement shall have any ex-
<br />press or implied dght or authority to assume or create any
<br />obligations on behalf of the other party or to bind the other
<br />party to any contract, agr"ment, or undertaking with any
<br />third party.
<br />b. Governing Law. This Agreement shall be governed
<br />and determined by the laws of the United States and the
<br />State of California as such laws are applied to agreements
<br />made and performed entirely within the State of California.
<br />c. Venue. Any action or proceeding related to or arising
<br />out of this Agreement shall be resolved only In a court of
<br />competent jurisdiction in the City of Santa Barbara, State of
<br />Cadfomia (or the court of competent jurisdiction closest to
<br />the City of Santa Barbara, CA if no court of competent juris-
<br />diction resides In the City of Santa Barbara, CA), and the
<br />parties consent to the personal Jurisdiction of such courts
<br />and expressly waive any right they may otherwise have to
<br />cause any such action or proceeding to be brought or tried
<br />elsewhere,
<br />d. Injunctive Relief.
<br />(1) The parties acknowledge and agree that, if
<br />Accordingly, If Client breaches any provision of sections 2(a)
<br />(Licenses), 2(b) (Restrictions), 9 (Confidentiality), or 15 (As-
<br />signment) Yardi may seek specific performance of Client's
<br />obligations under those sections and Injunctive relief against
<br />any further violations of those sections.
<br />(it) The parties acknowledge and agree that, If
<br />Yardi breaches any of its obligations under section 9 (Confi-
<br />dentiality) Client might Incur Irreparable harm and damage
<br />that might not be fully compensated with monetary damages,
<br />Accordingly, If Yardi breaches any provision of section 9
<br />(Confidentiality) Client may seek specific performance of
<br />Yardi's obligations under that section and Injunctive relief
<br />against any further violations of that section,
<br />a. Binding Effect This Agreement Is binding on and
<br />inures to the benefit of the parties and their permitted as-
<br />signs, successors, and legal representatives.
<br />I. Notices.
<br />(I) The parties shall deliver any notice required by
<br />this Agreement by personal delivery, certified U.S. Mail re-
<br />turn receipt requested, or established, reputable expedited
<br />delivery carrier providing proof of dellvery service, and will
<br />be deemed given upon confirmed delivery to the party to
<br />whom It is Intended at Its record address. The record ad-
<br />dresses of the parties are set forth below.
<br />(!I) If to Client:
<br />Attn: Linda Foster
<br />HOUSING AUTHORITY OF THE CITY OF
<br />SANTA ANA
<br />PO Box 22030
<br />Santa Ana, CA 92702
<br />(id) If to Yardi:
<br />Attn: Chief Operating Officer
<br />YARDI SYSTEMS, INC.
<br />430 S, Fairview Ave.
<br />Goleta, CA 93117
<br />V@b_LWSJ_LQ;
<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
<br />giving written notice of such change to the other party.
<br />9. Waiver. The waiver of a party's breach of this
<br />Agreement shall not operate or be construed as a waiver of
<br />any other or subsequent breach,
<br />h. Severablilty. If a court or other body of competent
<br />jurisdiction determines that any part of this Agreement is
<br />unenforceable, the remainder of this Agreement shall never-
<br />theless remain enforceable,
<br />i. Headings. This Agreement's section headings and
<br />captions are Inserted for convenience only and are not In-
<br />tended to form a material part of this Agreement.
<br />Uient breaches any of its obligations under sections 2(a)
<br />(Licenses), 2(b) (Restrictions), 9 (Confidentiality) or 15 (As- j. Entire Agreement. This Agreement constitutes the
<br />signment), Yard[ might Incur irreparable harm and damage final, complete, and exclusive statement of the agreement
<br />that might not be fully rxurrpensatcrr with monetary damages. between the parties pertaining to this Agreement's subject
<br />7
<br />Yardi / Client
<br />Cianttint,a,
<br />(o of Prrtp9ratican: July 23,2009 7:22 AM
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