brit YROPUSSIONAL SERVICES AGREEMENT BETWEEN ‘TRE CITY OF NEW ORLEANS. AND MATTHEW MCBRIDE SEWERAGE AND WATER BOARD PUMP ANP DRAINAGE EVALUATION PROJECT “THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement” ix entered nto by and between the City of New Orleans, repeasented by Mitchell J: Landrieu, Maver (ie “Cly"), sand Methow McBride (the “Contrartor”). The City and tae Contractor may sometines be collectively refered so as the “Parties.” The Agreement ia elective as of August 17. 2017 (Ke "Bifective Date") RECITALS WHEIKAS, on August 5, 2017, the City of New Orleuns experienced exeontinary. opredicted aznounts of toealial inl of over aine inches within 4 thee-bous period, renling inaudden and extzome flooding thoughowt the City; wad WHUGREAS, in rocognition of the emeryency virvumstances facing the Sewerage wad ‘Water Board andthe City, om Augoat 10,2017, tha Mayor ofthe City uf New Crlems, declared & State of Emetgeney a a rest ofthe cecent Dooding sid dectaatin being it effet presesly; wad WHIRECAS, given the she: posed tothe puble heath, welfare and enfe'y iris imperaive ‘tha the Boer inspect and repair its drainage system equipmer in onder to reduce his risk and WHIEREAS, the City seks qualified persons to provide professional services inching assistance wth expert onginecting and evalation effets fellowing the loading evens; and WHIEREAS, the City hs selcted the Contractor fo perfor these professional secvices, NOW THEREFORE, the City and the Contuctor agree as follows: ARTICLE I. SHE CONTRACTOR'S OBLIGATIONS A, Sesvioes. The Contructor will ip accordance with the sehedule approved bythe City 1A, Review and analyze avallable data, documentation, systems, policies an slardac ‘opzaiing provedures and equipment of the Sewerage ond Water Hoard and provide techs! aasistnce tothe City nits evaluntion of the July 22,2617 axel August §, 2017 flooding events in New O:leans, Lousians. 2. Submit vuryplete und azcurue invoiees, maimain records, submit (0 audi and Jngpecions ane perform al ther obtigntions ofthe Contractor as vet Toth inthis Agseements ‘A. Peomptty corvct any errors er omissious and any work deemed unsitisthtony oF ‘unacceptable by the City, at no udditional compersanen: 4. Conpersts with the City and any person performing work for the City and ensure that the work perfonned under th’s Agceement dues not interfere with or delay any other ork ongoing relating ty Seweraye nnd! Woter Roel equipment and systems, The City's officers and employees are not authorized to requont or instruct the CContesctor 0 perioem any work beyond the scope or duration ofthis Agsocmat in the absence of sy executed amendruent fo this Agreement B. Standards, ‘the Contractor, and any person performing work om its behalf, will petform all work under this Agremen! in accordance with any and all applicable professional standards, C. Compliance with Lay. Toe Contractor, und any person perforing workon its bebalf, vill earaply with all upplisable federal, state, aud Local laws and exdinances, B, invoices, 1. “The Contractor wilt submit biweekly invoices lor ork performed and expenses under this Agreement lp the City no later thay 10 calendar days following the end of the period covered by the invoice. Untimely invoices may result in delayed payment dor whieh che Cty is not liable 2. Allinvaiees mus! be signed hy an autherized represcutative of che Contravisr under penalty of porjury attesting to the validity and accuuney of dhe invatee, 3. The City may requite changes to the form ofthe favoice and my require addit.coal supporting docusmestalion #0 be subsmiited with isvoice. 1. Record and Reporting 1. The Cuntravtor will maintain al) books, documents, papers, acenunting cevords, invoices, materials records, payrolls, work papers, personnel records, and alher evideare pertaining to dx pecfornance of services under this Agreement, including, without linitaicn, of sts igcureed through tine ter of three (3) yeary from: (8) the eompletion of this Agreement Gnetiing any wenswal or extension periods); or (b) ftom the resolution of uny dispute relating to the Agreement. If this Apresinent is terminated ior any reason, the Conteactor will daliver ro the City al? plana wed record of work compiled through the date af terminatioa, 2, “The Contactor solely responsible forthe relevance and wccurucy ofl tems nd <etails inckuded in any repors relating to the work perVorzned under this Agreement, repatdless of tany review by the City B, Ausit and fuspection, A, ‘The Contractor will submit to any City aul, inspectiom, and review anh a: the City's request, will make uvailable ull dueurnents teliling oF pertaining vo this Agreemer rmuintaiced hy or under the control of the Contmetor. its employees, agents, aasigns, aubeessors and subceuttacrors, dering nonal business hones atthe Contractor's olliee or place of busines 1a Louisiana. Ifno such location is uvuiluble, the Camtractor wall malke the decnmcnte available at 9 time and lecation thas converient for the City, 2. ‘The Contractor will abide by all provisions of City Code § 2-1120, including, but nat timited to City Cade § 2-1120(12), which requires the Cunlraclor 1o provide the Otice of Jespector Geaeeal sith documents and inlurmalion as requested, subjert to attorney client germina privilege, Failure to comply with such reyuestssbull constituts ¢ material bxcach ef the euntrac. ‘The Comtractorngrees that itis subject to the jusisdiction ofthe Osleaas Parish Civil Dist Court {for purposes of challenging. 2 subpoena, Gu Eadepinity, 1. To tho fleet extent permitted by lav, the Contractor will indemnity, dsfond, and hnold harmless the City, its agents, employees, ollicialy, insurers, selPinsuranee fonds. and assigns {cullevtively, Uwe “Tralemmified Parties") from and against auy and al eiaims, demons, wits, and judgments of sums of money aecrulng against de Indemnified Parties: fer logs of Life a injury oF amage to persons of property arising (rem or relating to any act oz omission ox the operation of the Contescor, its agents, subcontractors, or employees while enguged in or in connection with the discharge or performace funy work under this Agreement; and for any and al claus andor lions fir lahor, services, or materials fumished to the Contractor im conncetion with the performance of Work under this Agreement. 2. Limitation. ‘The Contractor's inde-mnity doos not extond to any lass arising fom ‘he yross negligence or willful misconduct of uy of the Indeed Parley, provided thacactber the Convsetor nor any of its agents, subcontractors, ar emplayces conibmted to such groas negligence or willful misconduct, 3s Indopenclent Dury, ‘The Contractor has an immediute und independent obligation {oa the City’s option: (a) defend the Clty fro. or (b} reimburse the City for is costs incurred i the Ueleose uf any cluim thal actually ex potentially falls within ths indemnity, even i: (a) he allegations are or may be groundless, false, or fraudulent; ot (b} the Contractor is uctimately absolved ftom Hability. 4. Expenses. Notwithstinding any provision tothe eontrary, the Coateactor shall bear the expemses including, but not limited to, the City’s reasonable atlomsey fees und expenses, ‘ngurtod by the Chy in enforcing this indemnity. ARTICLE Il- REPRESENTATIONS AND WARRANTIES, A. The Commrsctor represents and wurranta to the City that 1. The Contretor, through its duly wuthorized representative, has the full power and suthority to enter imo nnd execute this Agrocment. 2. the Contactor las the requisite expertise, qualifications, materials, cquipment, licenses. permits, consents, registlions, and verifications in place and avsilible for the performance ofall vark requived under this Agreement, 3. The Contractor is not under any obligation tw any other person thet is inconsistent or i» cunlfct will this Agreement or thal vould prevent, limit, or impair the Coneuetor's perforuunce af this Agreement: 4. The Contractor has no knowledge of any facts that could prevemt leit, x impair the performance ofthis Agreement, except as otherwive disclosed to the City wid incorporated io this Agreement ‘The Conleavior iv not to breach uf any federal, state, or local state: reyulation spplicable tothe Contescter ot its opexationst 6 Any rule of compensation established for the performance of services unter thin ‘Agceeatent ore no highsr tam those charped te the Coneracter's most favoved customer for lhe anioe of substantially sar secvives: 7. The Contmucior has read and fully understands this Agroement and is executing this Agreement willingly and voluntarily; and & All of the reprevenuations and watranties in this Aniele and elsewhoe in this ‘Agreeinent are ite and comreet aa ofthe cate of this Apreement hy the Contract and the exeeution ‘of thi Agrecrmem by the Conructor’s reprexenraive constitutes a sworn stalement, under petlty of perjury, by the Contractor a 1 the truth of the foregoing representations and warruales B. Convicted Felon Statement. The Contractor complics with City Cade §2-8(e) and 10 principal, member, o officer of he Contractr has, within the precaling § years, been convicted of, or pled guilty lo, « felony under state or federal statutes for embezalemsent, theta publie funds, Iibery, or falsification or destruction of public records, C. NonSolietution Statement, Tho Conteactoe hos not omployed of retained any company or person, other than a bona fide exoployee working solely’ for it oo solvi: or sexu this Agreement, he Contractor bus not puid or aygrood to pay aly persaa, wiher than @ bona fide employee working for il, any fec, commission. perveniage, gi, of any other considersion Dontingent upon or resulting from this Agceement. 1D, Ths Contractor acknowlecyes that the Ciy is relying om thane representations ant ‘werranties and Contra:tor's expertise, skill, and knowledge and thatthe Contractor's obligations, and liabilities wil not be diminished by reason of any approval by the Cy. ARTICLE I. THE CHWS OBLIGATIONS A. Aininistration. Doe City will: 1, Administer this Agreemnent through the Mayor's Olfice; 2. Provide atcess o personnel an access to Sewerae and Water Board and City of ‘Now Orleaus dale, documents, equipment sad systems elute Io the quired services during ‘norenal working hots, 4 requested by the Contncion Wh. Payment. The City will make payments le the Contractor within thirty (30) days of receiving the invoice al the rule af compotion cstatshed in this Agreement based up the Contractor's cenified inwoices, except 1, The City’s obligation to pay is contingent ppon the Conictur's: (a) submission of 8 complete and accurate invoice; (h) saisfactary perfeemunce oF the services aad conditions ‘required by this Agrosmont 2. The City, in ts discretion, may wilhhold payment of soy disputed amounts, and no intevest shall accrue oa any umount withheld ponding “he resolution ofthe diapare: 3. The Cily may set off any arncunts dine to the Contructor aginst any emounts deemed by the Cily he eed fo the City by the Contractor persant this Agreement; und 4. All compensation owed to the Cuntractor under <his Agtcemeat is wontingent pon. the appropriaion and allocation of funds For work under this Areeraent by the Cy, 5. ‘The City is nol obligated under any circumstances to pay for any work pecformed or wosts incureed by the Contractor that: exceed the maximum aggregate unioun payable established by this Agreement; are beyond he yeope or duraton af this Agreement; arise Hott oF slate tothe any change vrder within the scope of the Agreememl: ar for services performed cn, ‘days on| which services were suspended, due 1a cicoumstances beyond the cont ofthe City anc rho work bas token plove; arise from or relate to the comection of errors oF oissioes uf the Contractor ar its subcontractors, othe Cily isnot expressly obligated o pay Under thi Agrees, 6 Ifthis Agreements termina.edl for any rensou, the City will pay the Contactor only or the work nequested by the ity and satistactorily peronmed by the Contractor thraug’ the dale ‘of tsraination, except ss otherwise provided in this Agrosment, ARTICLE IV - COMPENSATION ‘AL Rate of Compensation, 1. “The City will pay the Contractor in accordance withthe following rete: an houtly rate of HIF} Y-FIVE DOLLARS AND NO CENTS ($55.00) per hour, including strsiht ine ard. ‘overtime. The City also agrees to pay the Contnuclor reasonable and acta expeases neue in furthoiauce of the work pertormed wud this Agreement. Such expenses shull not exceed TWO THOUSAND DOLLARS ANT NO CENTS ($2000.00) per week. 2. This Agrcement does not guarantee any anununt of work or compenatiun exept aa ‘specifically authotized by the City in accordance with the terns aad condiGons of ris Agrenatet, 3. The Contractor immediately wll notify the City in waiting of ony reduction tothe sate of cornpersation for iby moat favored customer aud the mite uf eorapensation established by this Ayreement automatically will adjust tothe reduced rate effective at of the eflextive date of the reduetian forthe most favored vuslomer. 3, Maxtum Amount. ‘The muxirmom aggregate amount payable hy the City undes this Agreement is $69,000 ARTICLE A. Ferm. ‘Tes term of this agreement shall nol exozed chrce (3) muonthy, heginniag the bffective Date, provided here ix un encumbrance of funds by the reyussting deparmicar made from the lund ulllted by the Chief Administative Oiler, which are detived from apoiations made by the City Council. This Agreemect shull yotmmatically terminate with respest 10 amy period of time for which Funds are nol so enemabered, 1B, Termination for Convenience. ‘Ihe City may werminate this Agseement ut my time <during the erm ofthe Agreement by giving the Conurctor written notice a te termination w least 30 calendar days belive the intended date of cexminatien, ©. Terminotion for NonsAppropriadon. This Agreement will krminate inmediately in the even! oF nomapproprision of funds sufficient ly maintain chis Agreement without the requitement of notice and the City will nat be Table forany amonnis beyond the Bunds appropriated and eneumbered (or this Agresmene. D. Zermsination for Cause, Tho City may verte hin Ageourren inmneditely for uaase Iny seadirg’ written notice to the Contractor. “Cuure" includes withewt limitation uny failure to perforrs any abligation or abide by any condition of this Agreement or the Failuve of any - DURATION AND TERMINATION representation or wurrunty in this Agreement, [fa terrsintion for canse is subsequently challenged in-a court of law and the challenging pasty provails, te teraimation will be deeteal ta be a temivation for convenience effective 30 days from de dave of the orgie wrillm notice of termination fur cause was sent o the challenging party; no firtber nace will be routed F. Suspension, The City may suwpene his Agreement al any time aud for any teason by giving 2 business day's vtitten notice 10 the Contactor. The Contactor will resuene work upon 3 business day's eitten notice fromm the City. ARTICLE V1-. DECLARED DISASTER, A. Dectuation, During the declesstion of un emergency by federal, site, andlor local government, the Contractor shall provide support tthe City ow an as-noeded and tak-orderalriven basis, Because of the uncertinty ofthe scale andlor ype af emeigaucy. the services to be provides by the Contractor will vary and may need lo be adjusted as needs are ilkmified, ‘Ihe Contactor may be requested to provide a range of scrvices. Said services may need t9 be rendered on a ‘outinual basis (24 hours 7 day's per week) daring the deslaration of un emergency, B. The Contactor will ensure thatthe City is provided with timely and accutats reports aud other documentation, ws requested, ARTICLE VI ORMAN A. Factors, The City will measure the performance of the Contrastor according to the Jitlowing non-exhaustive fctors: work performed compliance with the terms ofthe Aureement, sia availability; stall training; staff professionalism; stoff experience, customer services communication and acsessibil'y, promel und effective corsetion af situations and conditioas, limetinesy and cemplcteness of sumission of requested documentation (auch as records, receipts ‘nvoies, aud com auter-generuled reports) 1B. Failore to Perfoens, Weehe Contractor fails to perform according lo the Agreement, the City sill notify the Contractor, If there is w continued lack of pecfarmance unr notification, the Gity may declare the Contcaxtor in defuult and may pursue say upyroprinte Temedien available under the Agreement unlfor nay applicable law. in the event af'a notification al doa, the City ‘all invoice the defaulting contractor for any increase i costs and other damages susie by Ore City, Furthet, the City will week full covery ftom the delaulling eomtraccol. ARTICLE VII] _ NON-DISCRIMINATION A. Buuunl Employment Opportunity. te ell hiring or employment male possible by, of resulting from this Agreement, the Contactor (1) will uot he discriminate against sty employee or applicant for employment because of race, calor, religion, wendet, age, physicel or mental Uisabiity, makinnal origin, sexual orientation, creed, tare or ancesicy, and (2) where applicable, will take afftimative activa i enyure that the Comractor’s amployoes. are tested during ‘smployiear without regard ta theirrace, colo, eeicivn, gender, age, physical or mental disability, nations! origin, sexus] orientation, ceed, eullure, ar ancsstry This requirement shall apply to, Bul not be limited to the following: employment, upgrading, demotion or transfor. recruitment or _nuitment advertising, layoff ot termivaticn. sutes of puy ur other forms of compensation, ad selection fr twining, inchuing appreaticeship. All solicitations or advertisements for employees shall stm that al qualitied applicants will receive consideration for employment without regard to ree, color, eeliuion, gender, age, physical or menu} disability, national urigin, sexual orientation, creed, eulture, cr acestry, Porat fesosinal oi armen en B. Now-Diserimiuaiion, In the peeformanes oi this Agrecmcat, the Contractor vill aot discriminate an the basis, whether in act ox posoption, of a person's rae, color, creed, teligion, national origin, ancestry, aye, vex (gender), sexval orientation. gendor identity, domestic partet status, maria! alas, piysical or mental disubilty, or AIDS- or HIV-statas against (1) any employee ofthe City working with the Contactor in any of Contractor’ sopcrations within Orleans Parish of (2) uny person secking accommodations, advantages, facilities, privileges, services, ot ‘membership in all business, soci, ur other cstablishatenis or organizations opetated by the ‘Contractor. The Contactor agrees to comply with and ubide by all applicable federal, state at ‘weal lave relating o-now-discrizpinaion,incloding, without liaiation, Title VL of the Civil Rights Act of 1964, Section V of the Rehabilitation Act of 1973, andthe Amevieas wilh Dissbilitios Act of 1990. ©. ‘The City may terminate this Agwoemeat fo esuse ie Contractor fails to coraply wit any obligation in this Anil, which failnre isu muterial breach of chs Agreement ARTICLE IX - INDEPENDENT CONTRACTOR Ay Independent Conteuetur Status, Tae Coesractar un indepunilent contractor and wb ot be dened an employee, servant, agent, partner, or jnink venture af the City uml will net hold itself or uny af ts employces. subcodteavtors ar agents o be an employes, parinet ot agent othe City B, Buctustun of Worker's Compensation Coverage, The City will wut be Bable to the Contractur, ax an independent coutrasior ws defined in La, KS, 23:102146), for any benefits ot ‘average a provided by the Worksnen’s Compensation Law of the Slate of Lonisian. Under the provisions of La. R.S. 23:1034, any person employed by the Contractor will not be considaed <n employee ofthe City forthe purpose of Worker's Campansation coverage, ©. Bxelusion of Unemployment Compensation Covernye, Tae Contractor, a an independent contacto, is being hire by the City under this Agreement for hte aud defined in La RS. 23:1472{F) and neither the Contractor nor anyone employes by it will be eamsidoted a0 employee of the City tor the purpese of unemployment compensation overage, which coverage same being hereby expressly waived and excluded by the parties, because: (a dhe Curaclur has ‘been ad will be Hee from nny control oF divection by the Cily over the petformanoe ofthe services ‘covered by this contract (0) the services ta be performed by the Centzuclor are outside the normal course and seope of the City's usual business; and (¢} the Contmetor has been independoutly engaged in performing the services cequiced onder this Agroomeat prior wo the date of this Agreement, D, Woiver uf Renefits. The Contractor, as an independent contractor, will net receive ‘rom the City uny sick and annual Teave benetity, medical insurance, life maurance, paid vacations, paid holidays, sick leave, pension, or Souial Security for any serviees rendered 19 the City under {his Aggcement. ARTICLE x NON-DISCLOSURE OF CONETDENTIALPROPRIETARY INFORMATION A. The Consetunt understands tha, the course of and/or incident pes forming services under this Agreement, the Consultant ruuy generate, reecive, view of may he otherwise privileped Prachyatnn ne aion tee to vertu eenfidertialiproprictary Zeformalion, created, teusmitied and/or exchanged by or on behalf of the City, which information is lceinater relerred $0 as “Confidendal’Propritary Ilermation,” B._The Consultant, hreby agrees: () fo hold the Confidential Propeetary Information in niet ennfidence and to take all resarnuble proceutions to protect such Confidential Propetary Information (incluing, without Himitation all precautions be City employs With ripe ison ‘confidential materials), (i) not to disclose any such CongicoattalProprietary Infrmation ot any inftumation derived thereffum to any third person, (ii) aol to make way use whatsoever at any tis of such Confidential/Propritary Information except a9 related to this Agreement, (iv) aot to reverse engineer any such Confidental/Propuictary lnviaraution, (¥) lo lure disclogore ail eny Confidential Propristary Infoemation 10 its direstors, employees, contmiclors, agents ot nyresentatives (collectively Representatives"; who iawe a need to kuow such ConfidentiaProprietsry Information in connection wrth the eumment of comlemplated hsiness relationship betwen the Parties to which this Agroement slates, und only for thi propose: and i) to autvise its Renmeventatives of the proprietary nature of the Confidential Propriciacy Informution and of tic obligetions set forth in this Agrecment and require such Representatives 10 keep the Contidential/Proprieuiry tnformation confidentiat. C. The Consultant may make Esclosures required by law or vourt omer provided the ‘Consultant uses diligent ceasonable efforts to limit disclosure, hus provided sufficient notice to the City ofthe pusible diselosore, ang has allowed the City ta eck a protective order. D. Aay and all Confidential/Propuictary Infonmation (including all copies therse’) are, sud shall a ul Limes remain, the property of the City. Na ight wr cense, af any kind, is granted lo tee Consultant in conection with the CunBdentialiPoprietuy Information ARTICLE XT - NOTICE A Ia General Except for wy wutioe commumication, any cice, cman ‘commurication, or request required wr permitted under this Agieernent willbe given in writin ane delivered in persen or by vextifed mail, rnin eecelpt requested as follows ‘Lo the City Ryau Berni 1S) Perio 2604 ‘New Orleans, LA 70112 Toths Consactor: Matthew MeBride 205 Whitestone Drive Kennet: Square, PA 19348 B, Bifectiveness. Notices are effective when received, cxoept any notice thal is nat ‘oceived Jae to the ileuded recipiza’’s refuse or avoidance of delivery is deerued teccived 1s of Uhe date oF the first ettompted eetivery C. Notification of Change. Each pasty is responsible for notifying the ather in writing that references this Agreement of any changes in ics addresses) set forth above. ARTICLE XIN- ADDITH A, Amendment. No amendment of oc modification ro this Agreement shall be valid unless fad until exzvuied in writing by the duly authorized represeaiuiives oF hoth patties 40 this Agreement. B. Assignment, This Agreement and any part of the Couteacton's interest fH axe not sssiqnuble or (ansferule without the City's prior wztten consent C. Choice of Law. This Agreement will be consirued snd enforced in accordance with the laws of te State of Louisiana without regard to irs conflict of laws peuvisions, Di. Cuntteting Employntent, To casure thar the Contractor's esTorts do not conflict with the City’s interests, aud in eeognition of dhe Canlavioe's ahligations fo the City, de Conizsetor ‘will decline any offer of other emplayment i ite performance of this Agreement is Hikely to be versely affected by the coeptance ofthe other employauent. The Contractor will promptly notify the City in writing of its intention to accept the oiker employment and vill diselase all possible clfocts ofthe olter employment on the Contractor's performace ofthis Ayceeeneal. The City wil, ‘make Ibe final determinstion whether the Contactor may accept te wiher emplayment 1K. Construction of Agreement, Neither party will be decmed to have dratted thie Agreement, his Agreement has been reviewed. by all partics and shall be construed und interpreted eucording ta the ordinary moaning of the words used sv a to fairly aveouplish the rurpases and intentions ofall pti, No term ofthis Agreeraent shal] be construed or resolved in favor of or against the City or the Contenctor on the basis of which party drafted the unverain or fusbigoous Jangunge. The headings and captions of this Agreement ace provided for convenistee ‘only and are net intended wo have effect in the cousiruclion or interpretation of “his Agreement, ‘Whote appropriate, the singular includes the plaral and nevsal words and wonls of way gender shull factude the neutral nd uther gender, F. sintiee Agreement ‘This Agreement. including all invorperated documents, coustiires the final and complete agreement and understanding berween the pacies, All prior and contemporuncous ugreemnis and undersimadings, whether oral ur written, are superseded by this Agmesutent and ate without effect to vary or aller wy teres or conditions af this Agreement. G, Jueistition, The Conteator consents und yiolds tn tbs jurisdiction of the State Civil Courts of the Parish uf Orleans and formally waives any pleas or exceptions of jurisdiction on saeeount ofthe esidence a the Comactor HL Lindiadons of the Cty's Obtigations. The Cicy hos no obligations uot expliidy set forth inthis Agreement or any iacorpurated dacumenis or expressly imposed by lave. LM Thied Pasty Bamaficiaries. This Agreemnctt is evc124 into fo the exclusive henefit ‘of the pustes und the purlies exprotsly disclaim any intent to benefit anyeme nota party €o this Ageeemees, J. NonExclusivity, This Syresmest js non-exclusive und the Conrastor may provide services to other clients, subject to the City’s wpproval ef any poteutsl womlliets with the performance of this Agreement and ihe Cily nay engage the serviees oF others far the provision fof same oral of the work to he performed wwuler this Agreement, K. Non-Waiver. Yhe failure of silver purty w ins upon stiet compliance with any provision of this Agreement, to enlerce any right of ta seek any remedy upon discovery ul way flfault vr breach of the other party at such ime as Use inal discovery of the exislemee of sich noncompliance, right, default or reach shall now affect or cousinate a waver of either pay" right te insist upon such curapliance, exerese such rht a seek such remedy wit respect that deft ‘or breach or any prior contemporaseous ur subsequent default or breach, L, Ownership of Records, Upon final peyment, all lata eollevted and al prodncts of work prepared, crewed or modified by Contactar in the performance af tus Agreement, including \withou limitation any and all notes, tubles, graphs, teparts 1l2, computer programs, sotnce cule, documents, records, disks, criginal crswings of other such wnterial, reganites nf form and whether finished of unfinisked, but excluding the Connactor's weisnnne) and administrative records and any foots, syslems, un! information used by the Contractor to perfonn the services ‘under this Agreement, inchiding cemputer softsure (objece cade and aource ewe), know-how, methodologies, equipmen|, col rrovesses and any related intellectual property (collectively, "Work Product”) will he the exclusive property of City und the City will have all righ, tlle wad interest in uny Work Product, including withiut [imitation the right to seoure and maintain any copyright, wadematk, or patzat of Work Product in the City's wame. No Work Product may be reproduced in any form without the Ciy's express written coment. The City tay ust and dlisiibate any Work Praduet far any purpose the City deerss appropriate without the Commactor's consent sand for uo additional consideration to the Contactos, M. Prohibition of Finoncial Interest in Agreement, No elaced official or eaplosee of the City shall have a financul ‘tsies, eect oF indirect inthis Agreeruent. For purpnses of this, provision, « Onancial interest held by he spouse, child, or parent of any elected official or ‘rnployer of the City shall be deemed toe a financial inverest uf such elected official ur employer of the City. Any willfol violation of chs provision, with the expressed oF implied knuwledge of ‘Contractor, shall ender this Agteenent wsiduble hy the Cty and shell ent the Cay 1 recover, in addon to any other eights end remedies available o the City, all monies paid by the City to Conicuetor pursaunt to this Agreement without regard 19 Contactor's ollernive satisfactory performance ofthe Agreement N. Proltibition we Poitieal Activity. None of Te luau, merits, propeety, or services provided direily or indircerly mec the tents of thiy Ayrcemont shall be used in ths performance Uf this Ayreement for any’ partisse politica! activity, oto funher the election or defeat of any candidate for public ofliee 0, Remedies Cumututive. No remedy set fork ia The Agrooment oF othewise conferred upon wr reserved fa any party shall be considered exclusive of any other semudy uvaiable 0 2 rly. Ratler, each remedy shall be deom=d distinct, sepacite und eumulative and each mey be exercised frou time to time us afte as the occaston cauy use or a8 may be deemed expedient, P. Severubitiyy. Should a cows oY competent jurisdiction find any provision of this Agreement to be arenforceable as writen. vie uienfinecabfe piovision should be reformed, if possible, so that itis enforceable tthe maxima extent penulted by lw or, #yefotmnalion is tot