CENTRAL PARKING SYSTEM, INC. (PARKING CONTROL -2012)

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With courtesy copies to: Police Department - Traffic Division City of Santa Ana 60 Civic Center Plaza (M-18) Santa Ana, California 92702 Fax (714) 245-8190 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 647-6515 To Contractor: Central Parking System, Inc. 3420 Bristol Street, Suite 225 Costa Mesa, CA 92626 Fax (714) 751-3650 Attn: Muhammad Mansoor and Central Parking System, Inc. 24012 I't Ave. S. Nashville, TN 37212 Fax (615) 292-4082 Attn: Legal Department A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any Exhibits or Attachments hereto, the terms of this Agreement shall prevail, followed, in precedential order by, (1) the Specifications attached as Exhibit A and Exhibit B to this Agreement, (2) the rates and charges as set forth in Exhibit C to this Agreement, (3) the provisions of City's Request for Proposals dated April 10, 2012, and (4) Contractor's Proposal. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.