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To Agency: Irvine Police Department <br />P.O. Box 19575 <br />Irvine, California 92713 <br />Attn: Chief of Police <br />Jeffrey Melching, City Attorney <br />Rutan & Tucker, LLP <br />611 Anton Blvd #1400 <br />Costa Mesa, CA 92626-1910 <br />Facsimile: (714) 546-9035 <br />A party may change its address by giving notice in writing to the other party. If <br />sent by mail, communication shall be effective or deemed to have been given three (3) <br />days after it has been deposited in the United States mail, duly registered or certified, <br />with postage prepaid, and addressed as set forth above. If sent by facsimile, <br />communication shall be effective or deemed to have been given twenty-four (24) hours <br />after the time set forth on the transmission report issued by the transmitting facsimile <br />machine, addressed as set forth above. For purposes of calculating these time frames, <br />weekends, federal, state, County or City holidays shall be excluded. <br />EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between the City <br />and Agency, and supersedes any and all other agreements, oral or written, between the <br />parties. In the event of a conflict between the terms of this Agreement and any <br />attachments hereto, the terms of this Agreement shall prevail. This Agreement may not <br />be modified except by written instrument signed by the City and the Agency. The parties <br />agree that any teens 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 <br />obligate Agency nor the City. Each party to this Agreement acknowledges that no <br />representations, inducements, promises or agreements, orally or otherwise, have been <br />made by any party, or anyone acting on behalf of any party, which are not embodied <br />herein. <br />JURISDICTION - VENUE <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this <br />Agreement shall be determined and governed by the laws of the State of California. Both <br />parties further agree that Orange County, California, shall be the venue for any action or <br />proceeding that may be brought or arise out of, in connection with or by reason of this <br />Agreement. <br />25A-6 <br />