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Page 9 of 12 <br /> <br />products, marketing and selling, budgets and unpublished financial statements, licenses, <br />prices and costs, suppliers and customers; information regarding the skills and compensation <br />of employees, and other information about or belonging to such disclosing party that the <br />receiving party should reasonably know, due to the nature of the information or the <br />circumstances surrounding its disclosure, is regarded by the disclosing party as confidential. <br />Confidential information includes not only written information, but also information transferred <br />orally, visually, electronically, or by other means. Confidential information disclosed to either <br />party by any subsidiary and/or agent of the other party is covered by this Agreement. The <br />foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) <br />has been disclosed in publicly available sources; (b) is, through no fault of the receiving party <br />disclosed in a publicly available source; (c) is in rightful possession of the receiving party <br />without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) <br />is independently developed by the receiving party without reference to information disclosed <br />by the disclosing party. <br /> <br />3-18. Force Majeure: CONSULTANT shall not be in default of its obligations hereunder to the <br />extent that its performance is delayed or prevented by causes beyond its control, including but <br />not limited to acts of God, government, weather, pandemic or epidemic, fire, power or <br />telecommunications failures, inability to obtain supplies, breakdown of equipment or <br />interruption in vendor services or communications. <br /> <br />3-19. Litigation Fees. If litigation between the parties arises out of this Agreement for the <br />performance thereof, then the court shall award costs and expenses, including reasonable <br />attorney's fees, to the prevailing party. In awarding attorney's fees, the court shall not be bound <br />by any court fee schedule but shall award the full amount of costs, expenses and attorney's <br />fees paid or incurred in good faith. <br /> <br />3-20. Entire Agreement: This Agreement, including any exhibits and appendices referenced <br />herein and attached hereto, constitutes the entire agreement between the parties hereto and <br />supersedes any prior understandings or written or oral agreements between the parties <br />respecting the subject matter contained herein. Said Agreement shall not be amended, altered, <br />or changed, except by a written amendment signed by both parties unless a Change Order <br />Contingency is mutually agreed to by the parties. <br /> <br />3-21. Change Order Contingency: from time-to-time, CITY may request optional services <br />of CONSULTANT at mutually agreed upon scope and fees. <br /> <br />3-21.1 Change Order <br /> <br />No extra work may be undertaken unless a written "Change Order" is first given <br />by the Contract Officer or his/her designee, to CONSULTANT, incorporating therein <br />any material change in the scope, fees and/or administration of this Agreement <br />proposed by CITY. <br /> <br />3-21.2 Additional Work or Services <br /> <br />(a) Extra Work or Services <br /> <br />CITY shall have the right at any time during the performance of the work or <br />services set forth in this Agreement, without invalidating said Agreement or any <br />amendments thereto, to elect to exercise any existing option specified in the Scope of