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Docusign Envelope ID: 43201 COA-A739-4610-8444-5EA845CA01 11 This Agreement, together with the Appendix attached to it, and the terms and conditions of the Miami Beach Contract, awarded pursuant to the City of Miami Beach RFQ 2023 -051 -WG for Mobile Parking Payment System, constitutes the Contract Documents and the entire agreement between the parties with respect to the subject matter hereof. The Contract Documents supersede, and the terms of the Contract Documents govern, any prior agreements with respect to the subject matter hereof. This Agreement may not be modified, amended or any provision waived except by the parties' mutual written agreement. In the event of any conflict between or among the Contract Documents or any ambiguity or missing specifications or instruction, the following priority is established: A. First, this Agreement; B. Second, the Professional Services Agreement dated March 5, 2024; and C. Third, the terms and conditions of the City of Miami Beach RFQ 2023 -051 -WG for Mobile Parking Payment System 10.10 No WAIVER Failure by either party to enforce any provision of this Agreement (whether in any one or more instance) shall not be deemed a waiver of future enforcement of that or any other provision. 10.11 NOTICE Any notices provided hereunder shall be given at the address of the recipient specified below or at such other address as specified in writing. Any notice or other communication required to be given hereunder by either party shall be deemed duly given (a) when personally delivered to the other party, or (b) on the date of receipt when such notice was mailed by certified mail, postage prepaid and return receipt requested, addressed to the other party at the address set forth above, or such other address as either party may designate by giving written notice to the other; or (c) on the date of receipt when such notice was sent by facsimile or e-mail to the other party; provided the sending party receives a written or electronic notice of receipt from the other party of the facsimile or e-mail. 10.12 COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. The parties further agree that a signature transmitted via facsimile shall be deemed original for all purposes hereunder. 10.13 CAPTIONS The captions used in this Agreement are for convenience only and shall not affect in any way the meaning or interpretation of the provision set forth herein. 10.14 AGREEMENT APPROVAL Each party hereby represents and warrants that all necessary corporate and/or governmental approvals for this Agreement have been obtained, and the person whose signature appears below has the authority necessary to execute this Agreement on behalf of the party indicated. 10.15 SOPHISTICATION OF PARTIES Each party to this Agreement represents that it is a sophisticated commercial party capable of understanding all of the terms of this Agreement, that it has had an opportunity to review this Agreement with its counsel, and that it enters this Agreement with full knowledge of the terms of the agreement. 10.16 CLIENT'S CONDUCT OF BUSINESS THROUGH AFFILIATES The parties acknowledge that Client may carry out its business through affiliates. Client agrees to cause its affiliates to take such actions and to execute such documents as may be reasonably required to give effect to this Agreement as though references to Client in this Agreement were references to Client and those of its affiliates through which it carries on the business of owning and operating parking facilities. PBP Service Agreement_ Template NA V9.9_ 20250116 Page 110