PROFESSIONAL SERVICES CONTRACT This contract is hereby made and entered into by and between the TOWN OF CLAYTON, a New Mexico corporation (hereinafter or and UNION COUNTY (hereinafter or and THE RUTHERFORD GROUP, LLC and CLINT HARDEN((hereina?er RUTHERFORD on this day of May, 2013. - WHEREAS, CLAYTON and UNION COUNTY have found it necessary and desirable to retain an individual or ?rm to provide lobbying services as further described below; and WHEREAS, CLAYTON and UNION COUNTY desire to hire RUTHERFORD HARDEN to provide said services; and WHEREAS, RUTHERFORD 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: RUTHERFORD HARDEN shall: A. Represent CLAYTON and UNION interests from July 1, 2013 through June 30, 2014, including during the Regular Session of the 2014 New Mexico State Legislature, any Special Sessions and during the Interim Process; B. Design and implement a campaign directed towards key state legislators, administration leadership and staff on the important issues facing CLAYTON and UNION COUNTY including those issues associated with the North East New Mexico Detention Facility C. Design and implement an aggressive funding request campaign to acquire funding appropriations as approved by CLAYTON and UNION COUNTY for substantial infrastructure improvements including land?ll, water and waste water updates and economic development initiatives; D. Represent CLAYTON and UNION COUNTY at public hearings, committee meetings and/or meetings with government officials; present and defend CLAYTON and UNION proposed projects, scopes of work, and budgets; and assist in preparing handout materials, if appropriate, for review by interested parties; E. Regularly consult with CLAYTON and UNION COUNTY designees. UNION COUNTY, by vote of its commissioners, shall designate one commissioner who shall be the of?cial contact for the County. CLAYTON, by vote of its Trustees, shall designate one Trustee who shall be the of?cial contact for the Town. Any action directed by both UNION designated commissioner and designated Trustee shall be deemed authorized by the County and Town pursuant to this contract. The County or the Town may change their designees by a majority vote of the commissioners and the trustees. Terms: This contract shall be effective from July 1, 2013 through June 30, 2014, unless otherwise terminated pursuant to the termination provision herein. This contract shall not be effective until approved and signed by the County and Town designees. At a mutual desire of the parties, this contract may be extended beyond the termination date. Compensation: CLAYTON AND UNION COUNTY shall pay RUTHERFORD HARDEN as follows for the work performed under this contract: A. A total sum of Twenty Eight Thousand Dollars and no/ 100 plus New Mexico Gross Receipt Tax of 7.75%. The fee shall be paid one-half by the County and one~half by the Town. The County will be responsible for paying Fourteen Thousand Dollars plus tax and the Town will be responsible for paying Fourteen Thousand Dollars plus tax. The County and the Town will each make payments in two (2) installments. Each entity will pay seven thousand dollars plus tax on each installment date. B. The ?rst installment shall be due on July 10, of 2013, second installment will be due on January 10, 2014. C. RUTHERFORD HARDEN will also be reimbursed for any necessary expenses which are approved in advance by the County and Town designees. D. In the event that the contract is terminated, the annual fee should be prorated to the date of termination. E. RUTHERFORD HARDEN will obtain a Town of Clayton business license and work contracted herein will be deemed performed at Clayton, Union County, New Mexico with gross receipts taxes on the contract being paid at Clayton, Union County, New Mexico. Termination: A. CLAYTON and UNION COUNTY may, with or without cause, terminate this contract. CLAYTON and UNION COUNTY shall have the right to terminate this contract due to any action or publicity about RUTHERFORD HARDEN, whether or not based upon occurrences in the past, where the Town or County determines, in their sole discretion, that the actions or publicity discredits, embarrasses or puts the Town or County in a bad light. Notice of termination shall be in writing and hand-delivered or mailed (certi?ed mail, return receipt requested) to RUTHERFORD HARDEN. 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 Tom Rutherford, agent of RUTHERFORD HARDEN, their place of business, located at 1016 Monroe NE, Albuquerque, New Mexico 87110?5822. B. RUTHERFORD HARDEN may terminate this contract if the CLAYTON or UNION COUNTY is in default in the performance of any material term, condition or covenant of this agreement and if the CLAYTON or UNION 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 RUTHERFORD HARDEN 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 de?nitely ?xed for the expiration of this contract. Notice of termination shall be in writing and hand?delivered or mailed (certi?ed mail, return receipt) to CLAYTON and UNION COUNTY (Attention: Town or County Designee). 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 of?ce of the Town or County Designee. C. In no event shall termination nullify obligations of either party prior to the effective date of the termination. Status of RUTHERFORD RUTHERFORD HARDEN includes Tom Rutherford and Jeremy Rutherford, as The Rutherford Group, LLC, and Clint Harden. RUTHERFORD HARDEN acknowledges that it is an independent contractor and as such neither it, nor its employees, agents or representatives shall be considered employees Eor agents of CLAYTON or UNION COUNTY nor shall RUTHERFORD HARDEN be eligible to accrue sick leave, retirement bene?ts, or any other bene?ts provided Town or County employees. RUTHERFORD HARDEN will provide legislative, administrative and executive advocacy on behalf of CLAYTON or UNION COUNTY, but it will not previde any other services. Subcontracting: RUTHERFORD HARDEN shall not subcontract any portion of the services to be performed under this contact, without the prior written approval of CLAYTON and UNION COUNTY. Assignment: RUTHERFORD 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 CLAYTON and UNION COUNTY. Updates: RUTHERFORD HARDEN agrees that it will provide quarterly written reports. Indemni?cation: RUTHERFORD HARDEN agrees to indemnify and hold harmless 10. 11. 12. 13. 14. 15. 16. 17. 18. CLAYTON and UNION 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. RUTHERFORD HARDEN further agrees to indemnify and hold CLAYTON and UNION COUNTY harmless from all claims for personal injury or death sustained by RUTHERFORD HARDEN, its employees, agents or other representatives while engaged in the performance of this contract. Release: RUTHERFORD HARDEN agrees that upon contract termination date and Town of Clayton and Union County adherence to payment plan it releases CLAYTON and UNION COUNTY from all liabilities, claims and/or obligations whatsoever arising from, or under this contract. Non?Agency: RUTHERFORD HARDEN agrees not to purport to bind CLAYTON and UNION COUNTY to any obligation not assumed herein by CLAYTON and UNION COUNTY, unless RUTHERFORD HARDEN has express written approval and then only within the limits of that expressed authority. Con?ict of Interest: RUTHERFORD 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 con?ict with its performance of services under this contract. Non-Discrimination: RUTHERFORD 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. Entire Contract: his, 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. Amendment: This contract shall not be altered, changed, modi?ed or amended, except by instrument, in writing, executed by both parties. Applicable law: This contract shall be governed by the Laws of the State of New Mexico and the ordinances, resolutions, rules and regulations of CLAYTON and UNION COUNTY. Venue for any dispute arising from this contract shall be the District Court located in Union County. 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. Acknowledgments: RUTHERFORD HARDEN acknowledges that it is aware of the 19. Procurement code, Sections 13?1-28 through 13?1-199, NMSA (1978), as amended, imposes Civil and criminal penalties for its Violation. RUTHERFORD HARDEN also agrees to comply with the requirements and guidelines of the New Mexico Lobbyist Registration Act. In addition, RUTHERFORD HARDEN acknowledges that it is aware that New Mexico criminal statutes impose felony penalties for illegal bribes, gratuities and kick?backs. Work Product: All work and work product produced under this contract shall be and remain theexclusive prOperty of TOWN of CLAYTON and UNION COUNTY, and RUTHERFORD 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 TOWN 'of CLAYTON and UNION COUNTY. IN WITNESS HEREOF, the parties have executed this agreement as of the date ?rst written above. TOWN OF CLAYTON By: . MAYOR Date BOARD OF COUNTY COMMISSIONERS UNION COUNTY B, 5: CHAIRMAN . . 20/3 ate - RUTHERFORD HARDEN By: TOM RUTHERFORD, AGENT Date 1016 Monroe NE, Albuquerque, NM 871 10 and By: CLINT HARDEN, AGENT Date