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With courtesy copies to: <br />Police Department - Traffic Division <br />City of Santa Ana <br />60 Civic Center Plaza (M-18) <br />Santa Ana, California 92702 <br />Fax (714) 245-8190 <br />and City Attorney <br />City of Santa Ana <br />20 Civic Center Plaza (M-29) <br />P.O. Box 1988 <br />Santa Ana, California 92702 <br />Fax (714) 647-6515 <br />To Contractor: Central Parking System, Inc. <br />3420 Bristol Street, Suite 225 <br />Costa Mesa, CA 92626 <br />Fax (714) 751-3650 <br />Attn: Muhammad Mansoor <br />and Central Parking System, Inc. <br />2401 21" Ave. S. <br />Nashville, TN 37212 <br />Fax (615) 292-4082 <br />Attn: Legal Department <br />A party may change its address by giving notice in writing to the other party. Thereafter, <br />any communication shall be addressed and transmitted to the new address. If sent by mail, <br />communication shall be effective or deemed to have been given three (3) days after it has been <br />deposited in the United States mail, duly registered or certified, with postage prepaid, and <br />addressed as set forth above. If sent by telefacsimile, communication shall be effective or <br />deemed to have been given twenty-four (24) hours after the time set forth on the transmission <br />report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of <br />calculating these time frames, weekends, federal, state, County or City holidays shall be <br />excluded. <br />10. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City and <br />Contractor, and supersedes any and all other agreements, oral or written, between the parties. In <br />the event of a conflict between the terms of this Agreement and any Exhibits or Attachments <br />hereto, the terms of this Agreement shall prevail, followed, in precedential order by, (1) the <br />Specifications attached as Exhibit A and Exhibit B to this Agreement, (2) the rates and charges as <br />set forth in Exhibit C to this Agreement, (3) the provisions of City's Request for Proposals dated <br />April 10, 2012, and (4) Contractor's Proposal. This Agreement may not be modified except by <br />written instrument signed by the City and by an authorized representative of Contractor. The <br />parties agree that any terms or conditions of any purchase order or other instrument that are <br />inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate <br />Contractor nor the City. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or <br />anyone acting on behalf of any party, which are not embodied herein. <br />25F-10