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A party may change its address by giving notice in writing to the other party. <br />Thereafter, any notice, tender, demand, delivery, or other communication <br />shall be addressed and transmitted to the new address. If sent by mail, any <br />notice, tender, demand, delivery, or other communication shall be effective <br />or deemed to have been given three (3) days after it has been deposited in <br />the United States mail, duly registered or certified, with postage prepaid, and <br />addressed as set forth above. If sent by telefacsimile, any notice, tender, <br />demand, delivery, or other communication shall be effective or deemed to <br />have been given twenty -four (24) hours after the time set forth on the <br />transmission report issued by the transmitting facsimile machine, addressed <br />as set forth above. For purposes of calculating these time frames, weekends, <br />federal, state, County or City holidays shall be excluded. <br />22. EXCLUSIVITY AND AMENDMENT <br />This Agreement represents the complete and exclusive statement between <br />CITY and CGI, and supersedes any and all other agreements, oral or written, <br />between the parties. In the event of a conflict between the terms of this <br />Agreement and any attachments hereto, the terms of this Agreement shall <br />prevail. This Agreement may not be modified except by written instrument <br />signed by the CITY and by an authorized representative of CGI. Each party <br />to this Agreement acknowledges that no representations, inducements, <br />promises or agreements, orally or otherwise, have been made by any party, <br />or anyone acting on behalf of any party, which are not embodied herein. <br />23. INDEPENDENT CONTRACTOR <br />CGI shall perform all services required herein as an independent contractor <br />of CITY and shall remain at all times as to CITY a wholly independent <br />contractor and not an employee of CITY. CITY shall not in any way or for <br />any purpose become or be deemed to be a partner of CGI in its business or <br />otherwise, or a member of a joint venture, or a member of any joint <br />enterprise with CGI. <br />24. LEGAL ACTION <br />The Superior Court of the State of California in the County of Orange shall <br />have the exclusive jurisdiction of any litigation between the parties arising <br />out of this Agreement. This Agreement shall be governed by, and construed <br />9 <br />