PROFESSIONAL SERVICES CONTRACT BETWEEN CURRY COUNTY AND CLINTON D, HARDEN & ASSOCIATES, LLC This contract is hereby made and entered into by and between Curry County and Clinton D. Harden & Associates, LLC on this 7th day of November,2014. WHEREAS, Curry County desires to contract with Clinton D. Harden & Associates, LLC (hereinafter "Harden") to provide lobbying services as further described below; and WHEREAS, Harden desires to provide such services under the terms and conditions of this professional services contract. THEREFORE, it is hereby mutually agreed upon by and between the parties that: 1 . Scope of Work: Harden shall: a. Represent Curry County during the term of this contract at the Regular Session of the 2015 New Mexico State Legislature, any Special Sessions and during the Interim Process on the County's priorities approved by the Board of County Commission in a publicly held meeting. b. Harden shall strive to provide County with as much advance notice as possible regarding pending legislative action or other issues that might be of importance to Curry County. Any action by Harden on County's behalf outside of or unrelated to the County's approved priorities must be authorized in advance. While some action may be authorized by the County Manager, other action may require approval by the Elective Body, which is the Curry County Board of County Commissioners, which is regulated by the New Mexico Open Meetings Act. Harden shall not act at the reouest of individual Commissioners without approval by the Board. c. Representation by Harden shall be designed and the services implemented towards key state legislators, administration leadership and staff on the important issues/needs facing Curry County. The determination of what Curry County's issues/needs are must be approved prior to Harden taking any action with regard to this contract; CLINTON D. HARDEN ASSOCIATES d. Design and implement an aggressive funding request campaign to acquire appropriations as approved by Curry County Commission in a publicly held meeting for substantial infrastructure improvements, water and economic development initiatives. Harden will work throughout the term of this agreement for a specific amount to be set forth in the Governor's annual capital outlay, for the Curry County Events Center and Fairgrounds, e. Set up meetings as requested by County Manager with the appropriate government officials and their staff to address any issues in the County and its communities; Represent Curry County as requested by County Manager at committee meetings and/or meetings with government officials. f. Harden shall research, prepare and present to the Board of County Commissioners comments, resolutions and actions on any item(s) pertaining to the Environmental Protection Agency or any proposed, threatened or contemplated action by the EPA, or any other Federal agency or entity. Harden shall also provide County with copies of any proposed new Federal regulations or any proposed changes, modifications or additions to existing regulations and, regarding the same, will provide comments and information explaining the same to the Board of County Commissioners. g. Throughout the term of this agreement, Harden will analyze all proposed legislation and provide written and verbal status reports and an analysis on those bills and/or memorials that will have an impact on Curry County. 2. Terms: Unless otherwise terminated pursuant to the termination provision herein, this contract shall be effective from December 1 , 2014 through November 30, 2015 or until the maximum compensation for time, services and expenses is expended, whichever comes first. This contract shall not be effective until approved and signed by the County. At a mutual desire and agreement of the parties, this contract may be extended beyond the termination date. 3. Compensation: a. The contract including compensation for time and services, travel and related expenses will not exceed thirty thousand dollars and no/100 ($30,000) plus current New Mexico Gross Receipt Tax for Curry County. Compensation for time and services is billed at a rate of $200/hour. b. Harden will submit a monthly invoice at the beginning of each month detailing the services provided during the previous month along with detailed receipts of all travel and related expenses to the County Manager. Mileage and per diem will be reimbursed at the County approved rate. (Curry County will not reimburse for alcohol; itemized receipts must be submitted for all other expenses outside of mileage and per diem to be reimbursed.) Curry County will pay within thirty (30) days upon receipt. Due to the 2015 regular New Mexico Legislative Session, CLINTON D. HARDEN d, ASSOCIATES the County and Harden agree invoices for January and February 2015 will be higher than the remaining months of the contract. 4. Termination: a. Curry County may, with or without cause, terminate this contract at any time. Notice of termination shall be in writing and hand-delivered or mailed (certified mail, return receipt requested) to Clinton D. Harden & Associates, LLC. lf notice is by mail, the termination will occur three (3) calendar days from the date the notice is deposited with the United States Postal Service. lf notice is handdelivered, the termination will be the date of delivery to Clinton D. Harden & Associates, LLC at its place of business, located at 1348 County Rd H, Clovis, NM 88101. b. Clinton D. Harden & Associates, LLC may terminate this contract if Curry County is in default in the performance of any material term, condition or covenant of this agreement and if Curry County does not cure the default within twenty (20) business days after notice, or, if the default is of such nature that it cannot be cured completely within the twenty (20) business day period. lf Clinton D. Harden & Associates, LLC exercises its right of termination under this paragraph, this contract shall terminate sixty (60) days following the date written notice of termination is given, as completely as if it were the date definitely fixed for the expiration of this contract. Notice of termination shall be in writing and handdelivered or mailed (certified mail, return receipt) to Curry County (Attention: County Manager, 700 N. Main, Suite 10, Clovis, NM 88101). lf notice is by mail, the notice period will begin to run three (3) calendar days from the date the notice is deposited with the United States Postal Service. lf notice is hand-delivered, the notice period will begin to run as of the date of delivery to the office of the County Manager. In no event shall termination nullify obligations of either party prior to the effective date of the termination. 5. Independent Harden: Harden is, and at all times throughout the term of this contract, acting as an independent contractor, and not an agent, employee or representative of County and, Harden shall be responsible for the management of its business affairs. In the performance of the work under this contract, Harden will at all times be acting and performing as an Independent Harden, as that term is understood for federal and state law purposes, and not as an employee of County. Without limitation upon the foregoing, Harden shall not accrue sick leave, jury duty pay, retirement, insurance, bonding, welfare benefits, or any other benefits, which may or may not be afforded employees of County. Harden will not be treated as an employee for purposes of: Workers' Compensation benefits; the Federal Unemployment Tax Act; Social Security; other payroll taxes, federal or any state income tax withholding; or the employee benefit provisions described in the Internal Revenue Code of 1986, as amended. Neither County, nor its agents or representatives, shall have the CLINTON D, HARDEN & ASSOCIATES right to control or direct the manner, details or means by which Harden accomplishes and performs its services. Nevertheless, Harden shall be bound to fulfill the duties and responsibilities contained in the contract. Harden represents that it has, or will secure, at its own expense, all personnel required in performing the services under this contract. Such personnel shall not be employees of, nor have any contractual relationship with County. Harden, consistent with its status as an independent Harden, further agrees that its personnel will not hold themselves out as, nor claim to be officers or employees of County by reason of this contract. To the extent that Harden employs any employees, Harden shall be solely responsible for providing its own form of insurance for its employees and in no event, shall Harden's employees be covered under any policy of County. Harden's retention hereunder is not exclusive. Subject to the terms and provisions of this contract: (i) Harden is able, during the term hereof, to perform services for other parties; and (ii) Harden may perform for its own account other professional services outside the scope of this contract. 6. Subcontracting: Harden shall not subcontract any portion of the services to be performed under this contact, without the prior written approval of Curry County. 7. No Joint Venture or Partnership: Nothing contained in this contract shall create any partnership, association, joint venture, fiduciary or agency relationship between Harden and County. Except as otherwise specifically set forth herein, either Harden nor County shall be authorized or empowered to make a representation or commitment or to perform any act which shall be binding on the other unless expressly authorized or empowered in writing. 8. Assignment: Harden shall not assign or transfer any interest in the contract, or assign any claims for money due, or to become due, under this contact without the prior written approval of the Curry County Manager. 9. Indemnification: Harden agrees to indemnify and hold harmless Curry County, its elected officials, agents and employees from any and all claims, suits and causes of action which may arise from negligent or reckless performance under this contract unless specifically exempted by New Mexico law. Harden further agrees to indemnify and hold Curry County harmless from all claims for personal injury or death sustained by Harden, its employees, agents or other representatives while engaged in the performance of this contract. 10. Release: Harden agrees that upon contract termination date and payment as set forth herein, it releases Curry County from all liabilities, claims and/or obligations whatsoever arising from, or under this contract. CLINTON D HARDEN ASSOCIATES 11. Non-Agency: Harden agrees not to purport to bind Curry County to any obligation not assumed herein by Curry County unless Harden has express written approval and then only within the limits of that expressed authority. 12. Conflict of Interest: Harden warrants that it presently has no interest or conflict of interest and shall not acquire any interest of conflict of interest which would conflict with its performance of services under this contract including but not limited to other counties, cities or chambers of commerce. 13. Non-Discrimination: Harden agrees that it, its employee(s) and or agent(s) shall comply with all federal, state and local laws regarding equal employment opportunities, fair labor standards, and other non-discrimination and equal opportunity compliance laws, regulations and practices. 14. Entire Contract: This contract represents the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties concerning the subject matter of this contract. 15. Amendment: This contract shall not be altered, changed, modified or amended, except by instrument, in writing, executed by both parties. 16. Applicable law: This contract shall be governed by the Laws of the State of New Mexico and the ordinances, resolutions, rules and regulations of Curry County. Venue for any dispute arising from this contract shall be the 9th Judicial District Court located in Curry County. 17. Attorney's Fees: Should either party to this contract be obligated to seek enforcement of the terms of this contract through a court of law, the breaching party as determined by any judge or special master shall be responsible for all court costs and reasonable attorney's fees incurred by the non-breaching party as a result of the breach of this agreement. 18. Acknowledgments: Harden acknowledges that it is aware of the Procurement code, Sections 13-1-28 through 13-1-199, NMSA (1978), as amended, imposes civil and criminal penalties for its violation. Clinton D Harden & Associates also agrees to comply with the requirements and guidelines of the New Mexico Lobbyist Registration Act. In addition, Harden acknowledges that it is aware that New Mexico criminal statutes impose felony penalties for illegal bribes, gratuities and kick-backs. 19. Work Product: All work and work product produced under this contract shall be and remain the exclusive property of Curry County, and Harden shall not use, sell, disclose or otheruise make available to anyone (individual, corporation or organization) any work and work product produced under the contract, other than to Curry County. CLINTON D. HARDEN & ASSOCIATES lN WITNESS HEREOF, the parties have executed this agreement as of the date first written above. Board of Gounty Commissioners Curry County Frank Blackburn, Chairman By: Date: Lance Pyle, County Manager Approved As To Form: Date: By: Stephen E. Doerr oate./a/3,//&l Clinton D. Harden, CLINTON D. HARDEN & ASSOCIATES PROFESSIONAL SERVICES CONTRACT BETWEEN CURRY COUNTY AND CLINTON D. HARDEN ASSOCIATES, LLC This contract is hereby made and entered into by and between Curry County and Clinton D. Harden Associates, LLC on this 17th day of December, 2013. WHEREAS, Curry County desires to contract with Clinton D. Harden Associates, LLC (hereinafter ?Harden?) to provide lobbying services as further described below; and WHEREAS, Harden desires to provide such services under the terms and conditions of this professional services contract. THEREFORE, it is hereby mutually agreed upon by and between the parties that: 1. Scope of Work: Harden shall: a. Represent Curry County during the term of this contract at the Regular Session of the 2014 New Mexico State Legislature, any Special Sessions and during the Interim Process on the County?s priorities approved by the Board of County Commissioners in a publicly held meeting. b. Harden shall strive to provide County with as much advance notice as possible regarding pending legislative action or other issues that might be of importance to Curry County. Any action by Harden on County?s behalf outside of or unrelated to the County?s approved priorities must be authorized in advance. While some action may be authorized by the County Manager, other action may require approval by the Elective Body, which is the Curry County Board of County Commissioners, which is regulated by the New Mexico Open Meetings Act. Harden shall not act at the request of individual Commissioners without approval by the Board. 0. Representation by Harden shall be designed and the services implemented toWards key state legislators, administration.leadership and staff on the important issues/needs facing Curry County. The CLINTON D. HARDEN ASSOCIATES 1348 CR Ciovis, New Mexico 88101 (575) 749?2953 determination of what Curry County?s issues/needs are must be approved prior to Harden taking any action with regard to this contract; d. Design and implement an aggressive funding request campaign to acquire appropriations as approved by Curry County Commission in a pubiicly held meeting for substantial infrastructure improvements, water and economic development initiatives; e. Set up meetings as requested by County Manager with the appropriate government officials and their staff to address any issues in the County and its communities; Represent Curry County as requested by County Manager at committee meetings and/or meetings with government officials. 2. Terms: Unless otherwise terminated pursuant to the termination provision herein, this contract shall be effective from December 17, 2013 through November 30, 2014 or until the maximum compensation for time, services and expenses is expended, whichever comes first. This contract shall not be effective until approved and signed by the County. At a mutual desire and agreement of the parties, this contract may be extended beyond the termination date. 3. Compensation: a. The contract including compensation for time and services, travel, and related expenses will not exceed twenty thousand dollars and no/1OO plus current New Mexico Gross Receipt Tax for Curry County. Compensation for time and services is billed at a rate of $200/hour. b. Harden will submit a invoice at the beginning of each month detailing the services provided during the previous month along with detailed receipts of all travel and related expenses to the County Manager. Mileage and per diem will be reimbursed at the County approved rate. (Curry County will not reimburse for alcohol; itemized receipts must be submitted for all other expenses outside of mileage and per diem to be reimbursed). Curry County will pay within thirty (30) days upon receipt. Due to the 2014 regular New Mexico Legislative Session, the County and Harden agree invoices for January and February 2014 will be higher than the remaining months of the contract. 4. Termination: a. Curry County may, with or without cause, terminate this contract at any time. Notice of termination shall be in writing and hand-delivered or CLINTON D. HARDEN ASSOCIATES 2 mailed (certified mail, return receipt requested) to Clinton D. Harden 8 Associates, LLC. If notice is by mail, the termination will occur three (3) calendar days from the date the notice is deposited with the United States Postal Service. If notice is hand~de ivered, the termination will be the date of delivery to Clinton D. Harden 8 Associates, LLC at its place of business, located at 1348 County Rd H, Clovis, NM 88101. b. Clinton D. Harden 8 Associates, LLC may terminate this contract if Curry County is in default in the performance of any material term, condition or covenant of this agreement and if Curry County does not cure the default within twenty (20) business days after notice, or, if the default is of such nature that it cannot be cured completely within the twenty (20) business day period. if Clinton D. Harden 8 Associates, LLC exercises its right of termination under this paragraph, this contract shall terminate sixty (60) days following the date written notice of termination is given, as completely as if it were the date definitely fixed for the expiration of this contract. Notice of termination shall be in writing and hand-delivered or mailed (certified mail, return receipt) to Curry County (Attention: County . Manager, 700 N. Main, Suite 10, Clovis, NM 88101). if notice is by mail, the notice period will begin to run three (3) calendar days from the date the notice is deposited with the United States Postal Service. If notice is hand?delivered, the notice period will begin to run as of the date of delivery to the office of the County Manager. 0. In no event shall termination nullify obligations of either party prior to the effective date of the termination. 5. independent Harden: Harden is, and at all times throughout the term of this contract, acting as an independent contractor, and not an agent, employee or representative of County and, Harden shall be responsible for the management of its business affairs. in the performance of the work under this contract, Harden will at all times be acting and performing as an Independent Harden, as that term is understood for federal and state law purposes, and not as an employee of County. Without limitation upon the foregoing, Harden shall not accrue sick leave, jury duty pay, retirement, insurance, bonding, welfare benefits, or any other benefits, which may or may not be afforded employees of County. Harden will not be treated as an employee for purposes of: Workers? Compensation benefits; the Federal Unemployment Tax Act; Social Security; other payroll taxes, federal or any state income tax withholding; or the employee benefit provisions described in the Internal Revenue Code of 1986, as amended. Neither County, nor its agents or representatives, shall have the right to control or direct the manner, details or means by which Harden accomplishes and performs its services. Nevertheless, Harden shall be bound to fulfill the duties and responsibilities contained in the contract. CLINTON D. HARDEN ASSOCIATES 3 Harden represents that it has, or will secure, at its own expense, all personnel required in performing the services under this contract. Such personnel shall not be employees of, nor have any contractual relationship with County. Harden, consistent with its status as an independent Harden, further agrees that its personnel will not hold themselves out as, nor claim to be officers or employees of County by reason of this contract. To the extent that Harden employs any employees, Harden shall be solely responsible for providing its own form of insurance for its employees and in no event, shall Harden?s employees be covered under any policy of County. Harden?s retention hereunder is not exclusive. Subject to the terms and provisions of this contract: Harden is able, during the term hereof, to perform services for other parties; and (ii) Harden may perform for its own account other professional services outside the scope of this contract. 6. Subcontracting: Harden shall not subcontract any portion of the services to be performed under this contact, without the prior written approval of Curry County. 7. No Joint Venture or Partnership: Nothing contained in this contract shall create any partnership, association, joint venture, fiduciary or agency relationship between Harden and County. Except as otherwise specificaliy set forth herein, either Harden nor County shall be authorized or empowered to make a representation or commitment or to perform any act which shall be binding on the other unless expressly authorized or empowered in writing. 8. Assignment: Harden shall not assign or transfer any interest in the contract, or assign any claims for money due, or to become due, under this contact without the prior written approval of the Curry County Manager. 9. Indemnification: Harden agrees to indemnify and hold harmless Curry County, its elected officials, agents and employees from any and all claims, suits and causes of action which may arise from negligent or reckless performance under this contract unless specifically exempted by New Mexico law. Harden further agrees to indemnify and hold Curry County harmless from all claims for personal injury or death sustained by Harden, its employees, agents or other representatives while engaged in the performance of this contract. 10.Re ease: Harden agrees that upon contract termination date and payment as set forth herein, it releases Curry County from all liabilities, claims and/or obligations whatsoever arising from, or under this contract. ?Non-Agency: Harden agrees not to purport to bind Curry County to any obligation not assumed herein by Curry County unless Harden has express written approval and then only within the limits of that expressed authority. QM CLINTON D. HARDEN ASSOCIATES 4 12. Conflict of Interest: Harden warrants that it presently has no interest or conflict of interest and shall not acquire any interest or conflict of interest which would conflict with its performance of services under this contract including but not limited to other counties, cities or chambers of commerce. 13. Non-Discrimination: Harden agrees that it, its employee(s) and or agent(s) shall comply with all federal, state and local laws regarding equal employment opportunities, fair labor standards, and other non-discrimination and equal opportunity compliance laws, regulations and practices. ?14. Entire Contract: This contract represents the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties concerning the subject matter of this contract. 15.Amendment: This contract shall not be altered, changed, modified or amended, except by instrument, in writing, executed by both parties. 16.Applicable law: This contract shall be governed by the Laws of the State of New Mexico and the ordinances, resolutions, rules and regulations of Curry County. Venue for any dispute arising from this contract shall be the 9th Judicial District Court located in Curry County. 17.Attorney?s Fees: Should either party to this contract be obligated to seek enforcement of the terms of this contract through a coiirt of law, the breaching party as determined by any judge or special master shall be responsible for all court costs and reasonable attorney?s fees incurred by the non-breaching party as a result of the breach of this agreement. 18.Acknowledgments: Harden acknowledges that it is aware of the Procurement code, Sections 13?1?28 through 13-1?199, NMSA (1978), as amended, imposes civil and criminal penalties for its violation. Clinton Harden Associates also agrees to comply with the requirements and guidelines of the New Mexico Lobbyist Registration Act. In addition, Harden acknowledges that it is aware that New Mexico criminal statutes impose felony penalties for illegal bribes, gratuities and kick?backs. 19.Work Product: All work and work product produced under this contract shall be and remain the exclusive property of Curry County, and Harden shall not use, sell, disclose or otherwise make available to anyone (individual, corporation or organization) any work and work product produced under the contract, other than to Curry County. git D. HARDEN 5 IN WITNESS HEREQF, the parties have executed this agreement as of the date first written above. Board of County Commissioners Curry unty I BIaokEur'n, Chairman By: 590% OK Lance Pixie, County Manager Approved Frf?: ?Ma- Stephen??: Doerr Clinto Harde?es, LLC By: Clinton D. Harden, President/V CLINTON D. HARDEN Date: #5 Date: [gin/13 Date: Date: ASSOCIATES CAMPAIGN CONTRIBUTION DISCLOSURE FORM Pursuant to Chapter 81., Laws of 2006, any prospective contactor seeking to enter into a contract with any state agency or local public body must ?le this form with. the state agency or local public body. The prospective contractor must disclose Whether they, a family member or a representative of the prospective contractor has made a carripaign contribution to an applicable public of?cial of the state or a local public body during the two years prior to the date on which the Contractor signs the contract, if the aggregate total of contributions given by the prOSpective contractor, a family member or a representative of the prospective contractor to the public of?cial exceeds two hundred and dollars ($250) over the two year period. THIS FORM MUST BE FILED BY AN PROSPECTIVE CONTRACTOR WHETHER OR NOT THEY, THEIR FAMILY MEMBER, OR THEIR REPRESENTATIVE HAS MADE CONTRIBUTIONS SUBJECT TO DISCLOSURE. - The. following de?nitions apply:- ?Applicable public of?cial? means a person elected to an of?ce or a person appointed to complete a term of an elected of?ce, who has the authority to award or in?uence the award of the contract for which the prOSpective contractor is snbmi?-hag a competitive sealed proposal or who has the authority to negotiate a sole source or Small purchase contract that may be awarded Without submission of a sealed competitive proposal. ?Campaign Contribution? means a gift, subscription, loan, advance or deposit of money or other thing of value, including the estimated value of an inwkind contribution, that is made to or received by an applicable public of?cial or any person authorized to raise, collect or expend contributions on that of?cial?s behalf for the purpose of electing the of?cial to either statewide or local of?ce. ?Campaign Contribution? includes the payment of a debt incurred in an election campaign, but does not include the value of services provided 1Without compensation or unreimbursed travel or other personal. expenses of individuals who volunteer a- portion or all of their time on behalf of a candidate or political committee, not does it include the administrative or solicitation expenses of a political committee that are paid by an organization that sponsors the committee. ?Can-tract? means any agreement for the procurement of items of tangible personal property, services, professional services, or construction. ?Family member? means" spouse, father, mother, child, fatherdn?law, mother?in-law, or s'on-in-law. ?Pendency of the procurement process? means the time period commencing with the public notice of the request for prOposals and ending with the award of the contractor or the cancellation of the request for proposals. Page 1 of 2 DFA Disclosure form/April, 2006 ?Person? means any corporation, partnership, individual, joint venture, association or any other private legal entity; ?Proapective contractor? means a person who is subject to the competitive sealed I proposal process Set forth in the Procurement Code or is not required to Submit a purchase contract. ?RepresentatiVe of a prospective contractor? means an of?cer or director of a corporation, a member or manager of a limited liabilityr corporation, a partner of a partnership or atrostee of a trust of the prospective contractor. DISCLOSURE OF CONTRIBUTIONS: Contribution Made By: Relation to Prospective Contractor: Name of Applicable Public Of?cial: Date Contribution(s) Made: Amount(s) of Contribution(s): Nature of Contributionw): Pmp'oae of Contribution(s): Signature Date Title (position) NO CONTRIBUTIONS IN THE AGGREGATE TOTAL OVER TWO HUNDRED FIFTY DOLLARS ($250) to an applicable public of?cial by me, a member or representative. yam/aw gigaatare Date Title (p sition) Page 2 of 2 DFA Disclosure fonanpril, 20.06 PROFESSIONAL SERVICES CONTRACT BETWEEN CURRY COUNTY AND CLINTON D. HARDEN 8: ASSOCIATES, LLC This contract is hereby made and entered into by and between Curry County and Clinton D. Harden 8. Associates, LLC on this 7th day of November, 2014. WHEREAS, Curry County desires to contract with Clinton D. Harden 8: Associates, LLC (hereinafter ?Harden?) to provide lobbying services as further described below; and WHEREAS, Harden desires to provide such services under the terms and conditions of i this professional services contract. THEREFORE, it is hereby mutually agreed upon by and between the parties that: 1. Scope of Work: Harden shall: a. Represent Curry County during the term of this contract at the Regular Session of the 2015 New Mexico State Legislature, any Special Sessions and during the Interim Process on the County's priorities approved by the Board of County Commission in a publicly held meeting. b. Harden shall strive to provide County with as much advance notice as possible regarding pending legislative action or other issues that might be of importance to Curry County. Any action by Harden on County?s behalf outside of or unrelated to the County's approved priorities must be authorized in advance. While some action may be authorized by the County Manager, other action may require approval by the Elective Body, which is the Curry County Board of County Commissioners, which is regulated by the New Mexico Open Meetings Act. Harden shall not act at the request of individual Commissioners without approval by the Board. c. Representation by Harden shall be designed and the services implemented towards key state legislators, administration leadership and staff on the important issues/needs facing Curry County. The determination of what Curry County?s issues/needs are must be approved prior to Harden taking any action with regard to this contract; CLINTON D. HARDEN 8: ASSOCIATES 1 d. Design and implement an aggressive funding request campaign to acquire appropriations as approved by Curry County Commission in a publicly held meeting for substantial infrastructure improvements, water and economic development initiatives. Harden will work throughout the term of this agreement for a specific amount to be set forth in the Governor?s annual capital outlay, for the Curry County Events Center and Fairgrounds; e. Set up meetings as requested by County Manager with the appropriate government of?cials and their staff to address any issues in the County and its communities; Represent Curry County as requested by County Manager at committee meetings and/or meetings with government of?cials. f. Harden shall research, prepare and present to the Board of County Commissioners comments, resolutions and actions on any itemis) pertaining to the Environmental Protection Agency or any proposed, threatened or contemplated action by the EPA, or any other Federal agency or entity. Harden shall also provide County with copies of any proposed new Federal regulations or any proposed changes, modifications or additions to existing regulations and, regarding the same, will provide comments and information explaining the same to the Board of County Commissioners. 9. Throughout the term of this agreement, Harden will analyze all proposed legislation and provide written and verbal status reports and an analysis on those bills and/or memorials that will have an impact on Curry County. 2. Terms: Unless otherwise terminated pursuant to the termination provision herein, this contract shall be effective from December 1, 2014 through November 30, 2015 or until the maximum compensation for time, services and expenses is expended, whichever comes first. This contract shall not be effective until approved and signed by the County. At a mutual desire and agreement of the parties, this contract may be extended beyond the termination date. 3. Compensation: a. The contract including compensation for time and services, travel and related expenses will not exceed thirty thousand dollars and nol100 ($30,000) plus current New Mexico Gross Receipt Tax for Curry County. Compensation for time and services is billed at a rate of $200Ihour. b. Harden will submit a invoice at the beginning of each month detailing the services provided during the previous month along with detailed receipts of all travel and related expenses to the County Manager. Mileage and per diem will be reimbursed at the County approved rate. (Curry County will not reimburse for alcohol; itemized receipts must be submitted for all other expenses outside of mileage and per diem to be reimbursed.) Curry County will pay within thirty (30) days upon receipt. Due to the 2015 regular New Mexico Legislative Session, CLINTON D. HARDEN ASSOCIATES 2 the County and Harden agree invoices for January and February 2015 will be i higher than the remaining months of the contract. 4. Termination: a. Curry County may, with or without cause, terminate this contract at any time. Notice of termination shall be in writing and hand-delivered or mailed (certified mail, return receipt requested) to Clinton D. Harden Associates, LLC. If notice is by mail, the termination will occur three (3) calendar days from the date the notice is deposited with the United States Postal Service. If notice is hand~ delivered, the termination will be the date of delivery to Clinton D. Harden Associates. LLC at its place of business, located at 1348 County Rd H, Clovis, NM 88101. b. Clinton D. Harden Associates, LLC may terminate this contract if Curry County is in default in the performance of any material term, condition or covenant of this agreement and if Curry County does not cure the default within twenty (20) business days after notice, or, if the default is of such nature that it cannot be cured completely within the twenty (20) business day period. If Clinton D. i Harden Associates, LLC exercises its right of termination under this paragraph, this contract shall terminate sixty (60) days following the date written notice of i termination is given, as completely as if it were the date definitely ?xed for the expiration of this contract. Notice of termination shall be in writing and hand- delivered or mailed (certified mail, return receipt) to Curry County (Attention: County Manager, 700 N. Main, Suite 10, Clovis, NM 88101). If notice is by mail, the notice period will begin to run three (3) calendar days from the date the notice is deposited with the United States Postal Service. If notice is hand?delivered, the notice period will begin to run as of the date of delivery to the office of the County Manager. c. In no event shall termination nullify obligations of either party prior to the effective date of the termination. 5. Independent Harden: Harden is, and at all times throughout the term of this contract, acting as an independent contractor, and not an agent, employee or representative of County and, Harden shall be responsible for the management of its business affairs. In the performance of the work under this contract, Harden will at all times be acting and performing as an Independent Harden, as that term is understood for federal and state law purposes, and not as an employee of County. Without limitation upon the foregoing, Harden shall not accrue sick leave, jury duty pay, retirement, insurance, bonding, welfare bene?ts, or any other bene?ts, which may or may not be afforded employees of County. Harden will not be treated as an employee for purposes of: Workers? Compensation benefits; the Federal Unemployment Tax Act; Social Security; other payroll taxes, federal or any state income tax withholding; or the employee bene?t provisions described in the Internal Revenue Code of 1986, as amended. Neither County, nor its agents or representatives, shall have the wt? CLINTON D. HARDEN ASSOCIATES 3 333 ii if} right to control or direct the manner, details or means by which Harden accomplishes and performs its services. Nevertheless. Harden shall be bound to fulfill the duties and responsibilities contained in the contract. Harden represents that it has, or will secure, at its own expense, all personnel required in performing the services under this contract. Such personnel shall not be employees of, nor have any contractual relationship with County. Harden, consistent with its status as an independent Harden. further agrees that its personnel will not hold themselves out as, nor claim to be of?cers or employees of County by reason of this contract. To the extent that Harden employs any employees, Harden shall be solely responsible for providing its own form of insurance for its employees and in no event, shall Harden?s employees be covered under any policy of County. Harden?s retention hereunder is not exclusive. Subject to the terms and provisions of this contract: Harden is able, during the term hereof, to perform services for other parties; and (ii) Harden may perform for its own account other professional services outside the scope of this contract. . 6. Subcontracting: Harden shall not subcontract any portion of the services to be performed under this contact, without the prior written approval of Curry County. 7. Ne Joint Venture or Partnership: Nothing contained in this contract shall create any partnership, association, joint venture. ?duciary or agency relationship between Harden and County. Except as otherwise speci?cally set forth herein, either Harden nor County shall be authorized or empowered to make a representation or commitment or to perform any act which shall be binding on the other unless expressly authorized or empowered in writing. 8. Assignment: Harden shall not assign or transfer any interest in the contract, or assign any claims for money due, or to become due, under this contact without the prior written approval of the Curry County Manager. 9. Indemnification: Harden agrees to indemnify and hold harmless Curry County, its elected officials, agents and employees from any and all claims, suits and causes of action which may arise from negligent or reckless performance under this contract unless specifically exempted by New Mexico law. Harden further agrees to indemnify and hold Curry County harmless from all claims for personal injury or death sustained by Harden, its employees, agents or other representatives while engaged in the performance of this contract. 10. Release: Harden agrees that upon contract termination date and payment as set forth herein, it releases Curry County from all liabilities, claims andfor obligations whatsoever arising from, or under this contract. at? CLINTON D. HARDEN 8: ASSOCIATES 4 11.. Non-Agency: Harden agrees not to purport to bind Curry County to any obligation not assumed herein by Curry County unless .Harden has express written approval and then only within the limits of that expressed authority. 12. Con?ict of Interest: Harden warrants that it presently has no interest or con?ict of interest and shall not acquire any interest or con?ict of interest which would conflict with its performance of services under this contract including but not limited to other counties, cities or chambers of commerce. 13. Non-Discrimination: Harden agrees that it, its employee(s) and or agent(s) shall comply with all federal, state and local laws regarding equal employment opportunities, fair labor standards, and other non-discrimination and equal opportunity compliance laws, regulations and practices. 14. Entire Contract: This contract represents the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties concerning the subject matter of this contract. 15. Amendment: This contract shall not be altered, changed, modified or amended, except by instrument, in writing. executed by both parties. 16. Applicable law: This contract shall be governed by the Laws of the State of New Mexico and the ordinances, resolutions, rules and regulations of Curry County. Venue for any dispute arising from this contract shall be the 9th Judicial District Court located in Curry County. 17. Attorney?s Fees: Should either party to this contract be obligated to seek enforcement of the terms of this contract through a court of law, the breaching party as determined by any judge or special master shall be responsible for all court costs and reasonable attorney's fees incurred by the non-breaching party as a result of the breach of this agreement. 18. Acknowledgments: Harden acknowledges that it is aware of the Procurement code, Sections 13-1 -28 through 13?1-199, NMSA (1978), as amended, imposes civil and criminal penalties for its violation. Clinton Harden Associates also agrees to comply with the requirements and guidelines of the New Mexico Lobbyist Registration Act. In addition, Harden acknowledges that it is aware that New Mexico criminal statutes impose felony penalties for illegal bribes, gratuities and kick-backs. 19. Work Product: All work and work product produced under this contract shall be and remain the exclusive property of Curry County, and Harden shall not use, sell, disclose or otherwise make available to anyone (individual, corporation or organization) any work and work product produced under the contract, other than to Curry County. at? CLINTON D. HARDEN ASSOCIATES WITNESS HEREOF, the parties have executed this agreement as of the date first - written above. Board of County Commissioners Date: a?ema Date: 9 Lance' Pyle, County Manager Approved To Fo By: Date: Ste?hep/E. DoefF/ WW ar MC BY . Datet/S/ Clinton D. Harden, President, CLINTON D. HARDEN ASSOCIATES