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h. Modlatton process,. The fairies will select
<br />Tire paHlos shall conduct the modifull not
<br />lion gives notice, of the request (or medladon to ore other
<br />Party. The parties shall conduct the modladon In Santa Bar•
<br />bare, Colifomla. The'partles shall equaliyboartho madlaticn
<br />costs,
<br />o, .Mediation Confidentiality. The parties shalt maln�
<br />Join flip mediation proceedings In confidence and shall not
<br />disclose to third parsonsthe amlsmeM$ mads In Madill
<br />by the other Pori or the mediator. The mediation confil
<br />tiality provielons of California Evil Code, sections 1116
<br />—112,9 shall apply to the mediation prcpoedings,.
<br />d,. Madlallon Statements; Attmdae Authority,. At
<br />West 5 days before the date of the mediation,each party
<br />shall provide the madlator and the other party with a stato•
<br />orient of its position and copies of supporhig documents.
<br />Each party shall send to the m¢dtution a. person who has
<br />authodty to bind the party,
<br />a Non•pinclg It a party pariidpatie in good faith In
<br />a nredloupi aril Is dlasatisllad with his outcome, that party
<br />may then invoke all legal rights and remedies available to
<br />the party at Jaw or inequity,
<br />981 ' Cdenurel frovlSfgpg,
<br />a. IndSPOndont Contractor Status, The Fell agree
<br />that they are Independent comfootors and nothing In this
<br />Agroamain Is intended to make the potties partners, agents,
<br />)Olht vaniurers, or any other form of: joint anlerpirse, or to
<br />make the employees, agents, or representatives of one of
<br />the portion Intoe. employees, agents, orrepresentatives of the
<br />other party. No party to this Agreement shall hove guy ea,
<br />press or Implied right or authority to assume or create any
<br />Obligations On behalf Of the Other punyor to bind (he other
<br />Party to any contract, agreement, or undertaking with pry
<br />third party,
<br />b, Governing Law. This Agreement shall be governed
<br />and detern road by the laws at the United States and the
<br />Slate of California its each laws are applied to agreements
<br />made and performed entirely widdn'the State 0`041lfemla,
<br />o, Verna. Any action or proceeding related to or ,tieing
<br />out of this Agreement shall be resolve! only In a court of
<br />competentjJudsdlotion in the City of Some Barbara. State of
<br />Califomfa (or the court of competent )udWlodorr closest to
<br />1110 City of Santa Barbara, CA It no court of competent )ud,,
<br />action mother; in the City of Santa Barbara, CA), anal the
<br />parties consent to the personal judstllohat of Such courts
<br />and exprooSly waive any right they may otherwise hove to
<br />cause any such notion or proceeding to be brought or triad
<br />elsewhere.
<br />Accorrfing y, tt Client pYeaghab any provision Of Bacteria 2(e)
<br />(Licenses), 2(b) (Reatdoicns), 1)(Con identlat[ty), or 16 (AS,
<br />oignmeni) Yang may seek Speoltic performance of Client-,
<br />Obligations under those sections and Injunctive "Ilof against
<br />any further violations of those sections.
<br />(11) The pares; acknowledge and agree the, if
<br />Yardl breaches:. any of Its olillgations under section g (Confl.
<br />domlality) Client might. Incur ireparebie harm mid damage
<br />(hat might not be fuly Compensated with monetary demarl".
<br />Accordingly, if Yardt breaches any Provision of section 0
<br />(COMWOnil$ihy) Client may Seek apgciito performance of
<br />Yardfs obligations under that section and injunaive ratio(
<br />against any further violations of that sac h n.
<br />in Binding Effect, This Agreement a binding on and
<br />Inures to the benefit of the parties. and their peonlred as.
<br />signs, succossom, and jurist rap"ssnknivas,
<br />I, Notice$,
<br />(i) The parties shatl delver -any notice required by
<br />this Agreement by personal delivery, car fled US. Mall ra'
<br />turn receiptrequested, or established, reputable expedited
<br />da""" crit..... prOvlllll proof of delivery a"I'lbe and will
<br />Do deemed given area confirmed delivery to the parry to
<br />wham it is lotendad at Its record'all. The "cord ad,
<br />(IMASea Of the pond a i ate Sol forth balow.
<br />(11) if Client.
<br />Ann; undo Faster
<br />HOUSI Nrd AUTHORITY OF THE CITY OF
<br />SANTAAMA
<br />PO Box 22030
<br />Santa Ana. CA 02702
<br />fill) If to Yardl-
<br />Aim Chief Operating Officer
<br />YARb1.8YSTEMS, INC.
<br />4811$. Fa .view Ave.
<br />Goiso, CA gal 17
<br />A'�tm:.A. parlinerit
<br />YARDI SYSTEMS, INC,
<br />430 S. Fggvlawhva.
<br />Weir, CA 91117
<br />(IV) Either party may change Its record Wraps by
<br />giving written notice of Such change tothe 'other party.
<br />g, Waiver. The waiver of a party'a breach of this
<br />Agreement shall not operate or. he construed as a waiver of
<br />any other or subsequent breach,
<br />h. S4varstlllitY• if Court 9r other body of competent
<br />judadallsn datetmloas that any part of this Agreement Is
<br />uaonford8atrla, the remainder of into Agreement shall naver-
<br />theism remain enforceable.
<br />1. Headoot, This Agraamenl'e section headings and
<br />d. Injunctive Relief• captions are inserted far convenience Only and are not In.
<br />(I) The partiesacknowledge and agree That, If tended to tam a aratedal part of this Agreement.
<br />Of broaches any of Its obligations under sections 2(a)
<br />once$), 2(b) (Ra4idationa) 9-(Confidendaii1y) or 15 (As- ), Entire Agreement, This Agreement constitotas the
<br />mont), Yard! might Incur Irreparable harm and damage gnat, compute; and exeivalve statement of the agreement
<br />mlght not fully componsatVDe0'or'P,.papidJom
<br />magOs. between the parties pertaining to this Agreement's subjoot
<br />Yard! Client y
<br />Con antral
<br />July 23, 2009 7:22 AM
<br />4-15
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