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immediately and In writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, <br />and exemptions. Said inability shall be cause for termination of this Agreement. <br />3-17. Public Release and Statements: Neither party or its representatives or agents shall disseminate <br />any oral or written advertisement, endorsement or other marketing material relating to each other's <br />activities under this Agreement without the prior written approval of the other party. Neither party shall <br />make any public release or statement concerning the subject matter of this Agreement without the <br />express written consent and approval of the other party. No party or its agent will use the name, mark or <br />logo of the other party in any advertisement or printed solicitation without first having prior written approval <br />of the other party. The parties shall take reasonable efforts to ensure that Its subcontractors shall not <br />disseminate any oral or written advertisement, endorsement or other marketing materials referencing or <br />relating to the other party without that party's prior written approval. In addition, the parties agree that <br />their contracts with all subcontractors will include appropriate provisions to ensure compliance with the <br />restrictions of this Section. <br />3-18. Confidentiality. If Consultant receives from the City information which due to the nature of such <br />Information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall <br />not use or disclose such information except in the performance of this Agreement, and further agrees to <br />exercise the same degree of care It uses to protect its own information of like importance, but in no event <br />less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential <br />Information includes not only written information, but also Information transferred orally, visually, <br />electronically, or by other means. Confidential information disclosed to either party by any subsidiary <br />and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and <br />nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; <br />(b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful <br />possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by <br />operation of law; or (e) is independently developed by the Consultant without reference to information <br />disclosed by the City. <br />3-19. Force Maieure: CONSULTANT shall not be in default of its obligations hereunder to the extent <br />that its performance Is delayed or prevented by causes beyond its control, including but not limited to <br />acts of God, government, weather, fire, power or telecommunications failures, inability to obtain supplies, <br />breakdown of equipment or Interruption in vendor services or communications. <br />3-20. Litigation Fees. If litigation arises out of this Agreement for the performance thereof, then the <br />court shall award costs and expenses, including reasonable attorney's fees, to the prevailing party. In <br />awarding attorney's fees, the court shall not be bound by any court fee schedule but shall award the full <br />amount of costs, expenses and attorney's fees paid or incurred in good faith. <br />3.21. Entire Agreement: This Agreement constitutes the entire agreement between the parties hereto <br />and supersedes any prior understandings or written or oral agreements between the parties respecting <br />the subject.matter contained herein. Said Agreement shall not be amended, altered, or changed, except <br />by a. written amendment signed by both parties unless a Change Order Contingency is mutually agreed <br />to by the parties. <br />3-22. Change Order Contingency: From time -to -time, at CITY's option, CITY may request optional <br />services of CONSULTANT at mutually agreed upon scope and fees. <br />3.22.1 Change Order <br />No extra work may be undertaken unless a written "Change Order" is first given by the <br />