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To Agency: Irvine Police Department P.O. Box 19575 Irvine, California 92713 Attn: Chief of Police And: Jeffrey Melching, City Attorney Rutan & Tucker, LLP 611 Anton Blvd #1400 Costa Mesa, CA 92626-1910 Facsimile: (714) 546-9035 A party may change its address by giving notice in writing to the other party. If sent by mail, connntmication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States trail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, 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 fi•ames, weekends, federal, state, County or City holidays shall be excluded. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Agency, 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 attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and the Agency. The parties agree that any teens or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terns and conditions hereof, shall not bind or obligate Agency 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, JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.