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believed to have been compromised, the party who identifies such breach of Confidential Information
<br />shall immediately notify the other party in which event, the parties agree to, in good faith, use all
<br />commercially reasonable efforts to cooperate with each other in identifying what information has been
<br />accessed by unauthorized means and shall fully cooperate with each other to protect such information
<br />from further unauthorized disclosure.
<br />12. CONFLICT OF INTEREST CLAUSE
<br />Contractor covenants that it presently has no interests and shall not have interests, direct or indirect,
<br />which would conflict in any manner with performance of services specified under this Agreement.
<br />13. DISCRIMINATION
<br />Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the
<br />recruitment, selection, training, utilization, promotion, termination or other employment related activities.
<br />Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal,
<br />state and local laws and regulations.
<br />14. EXCLUSIVITY AND AMENDMENT
<br />This Agreement represents the complete and exclusive statement between the City and Contractor,
<br />and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict
<br />between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail.
<br />This Agreement may not be modified except by written instrument signed by the City and by an authorized
<br />representative of Contractor. The parties agree that any terms or conditions of any purchase order or other
<br />instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or
<br />obligate Contractor or the City. Each party to this Agreement acknowledges that no representations,
<br />inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting
<br />on behalf of any party, which is not embodied herein.
<br />15. ASSIGNMENT
<br />Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
<br />Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written
<br />consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior
<br />written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit
<br />the City's ability to have any of the services which are the subject to this Agreement performed by City
<br />personnel or by other Contractors retained by City.
<br />16. SUSPENSION OF WORK.
<br />Except in the event of force majeure pursuant to Section 18, and notwithstanding anything to the
<br />contrary contained herein, in the event of prolonged or indefinite delays or suspension of work caused by
<br />City, Contractor may, at its discretion and upon written notice to the City, elect to remove Contractor
<br />assets including but not limited to personnel, equipment, storage and disposal facilities, product and
<br />materials from the Project worksite. In this event, the City agrees to pay only for fees that were legally or
<br />contractually incurred by Contractor related to the Project and before the delay or suspension of work
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