lTElVl x35 7/52/ CITY OF SANTA FE PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into by and between the City of Santa Fe (the "City") and Mark Duran Associates, lnc., (the "Contractor"). The date of this Agreement shall be the date when it is executed by the City and the Contractor, whichever occurs last. 1. SCOPE OF SERVICES The Contractor shall provide the following services for the City: A. Year-round lobbying from general political consulting and public relations positioning to legislative lobbying and executive representation. B. Execution of all initiatives outlined in the Work Plan Section of Request for Proposal from strategic planning to meeting with all pertinent legislative interim committees and implementation of pre-legislative, legislative and post legislative cycle work plan components. C. Representation for all special legislative sessions, task forces, committees and other organized efforts involving City of Santa Fe Issues; A. Attendance, at company cost, at all pertinent statewide, local and national meetings involving city issues including but not limited to annual Municipal League Meeting, Washington, DC. trips to lobby congressional delegation, etc.; B. Developing periodic reports, presentation to City Council, department staff and City Manager and Mayor; C. Year round representation with staffs and leaders of New Mexico Finance Authority, New Mexico Board of Finance, State Engineer's Office, Water Trust Board and all other water?related entities; D. Political positioning, government and public relations consulting, special event planning, etc.; E. Preparation of newsletters, publication materials, etc.; F. Attendance at all meetings, conferences, etc. where City of Santa Fe issues will be addressed; G. Execution of all items included in the City of Santa Fe Lobbyist Contract Scope of Work. 2. STANDARD OF LICENSES A. The Contractor represents that it possesses the personnel experience and knowledge necessary to perform the services described under this Agreement. B. The Contractor agrees to obtain and maintain throughout the term of this Agreement, all applicable professional and business licenses required by law, for itself, its employees, agents, representatives and subcontractors. 3. A. The City shall pay to the Contractor in full payment for services rendered, a sum not to exceed two hundred thirty two thousand six hundred dollars $232,600.00, plus applicable gross receipts taxes in the total amount of nineteen thousand forty four dollars and twelve cents $19,044.12 for a grand total of two hundred fifty one thousand six hundred forty four dollars and twelve cents Compensation breakdown is as follows. Year (1). (GRT) $58,745.81 Year (2): (GRT) $67,076.25 Year (3). (GRT) $58,745.81 Year (4): $67,076.25 8. The Contractor shall be responsible for payment of gross receipts taxes levied by the State of New Mexico on the sums paid under this Agreement. C. Payment shall be made upon receipt, approval and acceptance by the City of detailed statements containing a report of services completed. Compensation shall be paid only for services actually performed and accepted by the City. 4. APPROPRIATIONS The terms of this Agreement are contingent upon sufficient appropriations and authorization being made by the City for the performance of this Agreement. If sufficient appropriations and authorization are not made by the City, this Agreement shall terminate upon written notice being given by the City to the Contractor. The City's decision as to whether sufficient appropriations are available shall be accepted by the Contractor and shall be final. 5. TERM AND EFFECTIVE DATE This Agreement shall be effective when signed by the City and the Contractor, whichever occurs last, and shall terminate on October 31, 2017 unless sooner pursuant to Article 6 below. 6. TERMINATION A. This Agreement may be terminated by the City upon thirty days (30) days written notice to the Contractor. (1) The Contractor shall render a final report of the services performed up to the date of termination and shall turn over to the City original copies of all work product, research or papers prepared under this Agreement. (2) Compensation is not based upon hourly rates for services rendered, therefore the City shall pay the Contractor for the reasonable value of services satisfactorily performed through the date Contractor receives notice of such termination, and for which compensation has not already been paid. 7. STATUS OF RESPONSIBILITY FOR PAYMENT OF EMPLOYEES AND SUBCONTRACTORS A. The Contractor and its agents and employees are independent contractors performing professional services for the City and are not employees of the City. The Contractor, and its agents and employees, shall not accrue leave, retirement, insurance, bonding, use of City vehicles, or any other benefits afforded to employees of the City as a result of this Agreement. B. Contractor shall be solely responsible for payment of wages, salaries and benefits to any and all employees or subcontractors retained by Contractor in the performance of the services under this Agreement. C. The Contractor shall comply with City of Santa Fe Minimum Wage, Article 1987, as well as any subsequent changes to such article throughout the term of this Agreement. 8. CONFIDENTIALITY Any confidential information provided to or developed by the Contractor in the performance of this Agreement shall be kept confidential and shall not be made available to any individual or organization by the Contractor without the prior written approval of the City. 9. CONFLICT OF INTEREST The Contractor warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this Agreement. Contractor further agrees that in the performance of this Agreement no persons having any such interests shall be employed. 10. SUBCONTRACTING The Contractor shall not assign or transfer any rights, privileges, obligations or other interest under this Agreement, including any claims for money due, without the prior written consent of the City. The Contractor shall not subcontract any portion of the services to be performed under this Agreement without the prior written approval of the City. 11. RELEASE The Contractor, upon acceptance of final payment of the amount due under this Agreement, releases the City, its officers and employees, from all liabilities, claims and obligations whatsoever arising from or under this Agreement. The Contractor agrees not to purport to bind the City to any obligation not assumed herein by the City unless the Contractor has express written authority to do so, and then only within the strict limits of that authority. 12. A. The Contractor, at its own cost and expense, shall carry and maintain in full force and effect during the term of this Agreement, comprehensive general liability insurance covering bodily injury and property damage liability, in a form and with an insurance company acceptable to the City, with limits of coverage in the maximum amount which the City could be held liable under the New Mexico Tort Claims Act for each person injured and for each accident resulting in damage to property. Such insurance shall provide that the City is named as an additional insured and that the City is notified no less than 30 days in advance of cancellation for any reason. The Contractor shall furnish the City with a copy of a Certificate of Insurance as a condition prior to performing services under this Agreement. B. Contractor shall also obtain and maintain Workers? Compensation insurance, required by law, to provide coverage for Contractor?s employees throughout the term of this Agreement. Contractor shall provide the City with evidence of its compliance with such requirement. C. Contractor shall maintain professional liability insurance throughout the term of this Agreement providing a minimum coverage in the amount required under the New Mexico Tort Claims Act. The Contractor shall furnish the City with proof of insurance of Contractor's compliance with the provisions of this section as a condition prior to performing services under this Agreement. 13. INDEMNIFICATION The Contractor shall indemnify, hold harmless and defend the City from all losses, damages, claims orjudgments, including payments of all attorneys? fees and costs on account of any suit, judgment, execution, claim, action or demand whatsoever arising from Contractor's performance under this Agreement as well as the performance of Contractor's employees, agents, representatives and subcontractors. 14. NEW MEXICO TORT CLAIMS ACT Any liability incurred by the City of Santa Fe in connection with this Agreement is subject to the immunities and limitations of the New Mexico Tort Claims Act, Section 41?4-1, et. seq. NMSA 1978, as amended. The City and its ?public employees" as defined in the New Mexico Tort Claims Act, do not waive sovereign immunity, do not waive any defense and do not waive any limitation of liability pursuant to law. No provision in this Agreement modifies or waives any provision of the New Mexico Tort Claims Act. 15. THIRD PARTY BENEFICIARIES By entering into this Agreement, the parties do not intend to create any right, title or interest in or for the benefit of any person other than the City and the Contractor. No person shall claim any right, title or interest under this Agreement or seek to enforce this Agreement as a third party beneficiary of this Agreement. 16. RECORDS AND AUDIT The Contractor shall maintain, throughout the term of this Agreement and for a period of three years thereafter, detailed records that indicate the date, time and nature of services rendered. These records shall be subject to inspection by the City, the Department of Finance and Administration, and the State Auditor. The City shall have the right to audit the billing both before and after payment. Payment under this Agreement shall not foreclose the right of the City to recover excessive or illegal payments. 17. APPLICABLE CHOICE OF VENUE Contractor shall abide by all applicable federal and state laws and regulations, and all ordinances, rules and regulations of the City of Santa Fe. in any action, suit or legal dispute arising from this Agreement, the Contractor agrees that the laws of the State of New Mexico shall govern. The parties agree that any action or suit arising from this Agreement shall be commenced in a federal or state court of competentjurisdiction in New Mexico. Any action or suit commenced in the courts of the State of New Mexico shall be brought in the First Judicial District Court. 18. AMENDMENT This Agreement shall not be altered, changed or modified except by an amendment in writing executed by the parties hereto. 19. SCOPE OF AGREEMENT This Agreement incorporates all the agreements, covenants, and understandings between the parties hereto concerning the services to be performed hereunder, and all such agreements, covenants and understandings have been merged into this Agreement. This Agreement expresses the entire Agreement and understanding between the parties with respect to said services. No prior agreement or understanding, verbal or othen/vise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement. 20. NON-DISCRIMINATION During the term of this Agreement, Contractor shall not discriminate against any employee or applicant for an employment position to be used in the performance of services by Contractor hereunder, on the basis of ethnicity, race, age, religion, creed, color, national origin, ancestry, sex, gender, sexual orientation, physical or mental disability, medical condition, or citizenship status. 21. SEVERABILITY In case any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein and any other application thereof shall not in any way be affected or impaired thereby. 22. NOTICES Any notices required to be given under this Agreement shall be in writing and served by personal delivery or by mail, postage prepaid, to the parties at the following addresses: City of Santa Fe: 200 Lincoln Avenue Santa Fe, NM 87504 Contractor: Mark Duran Associates, Inc: 4 Tiwa Trail Placitas, NM 87043 IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth below. CITY OF SANTA FE: Egg/Cents DAVID coss, MAYOR DATE: than ATTEST: WW gr {lb 1&7 CONTRACTOR: MARK DURAN, PRESIDENT DATE: ?v/?i/xz "7512 76:? City of Santa Fe Business Registration 15 0009 lift-Ra APPROVED AS TO FORM: (7/1 GENO ZAMORA, CITY APPROVED: MKRCOS A. TAPIA, Business Unit Line Item 10