I SERVICE CONTRACT TOWN OF TADS PROFESSIONAL Coan No. Execlniw Dopamncm w, _l I haiku. I ?2?]in 1 '7 - ome,aNew Mexico Municipality (haeina?a and Motiva Cotpora?on (hereinafter on this 16th day ?lm. 2015. provide lobbying and strategic planning Mom; and conditions of this contact; THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between the parties that: l. 306 Plaza Consuelo, Bums?llo, NM 81004 (505) 412-1057 In 201511111 uncontaminath moths termination pmvision below or by completion of mam Em liombothmemWNandCONTRACl?OR. gm; $40,000.00, inoluaiveof required mooddi?onalworkboingpu'?nmnd. Mm 10. ll. 12. 13. 14. 15. whatsoovu' arising ?om, or under, this contract. Ema. CONTRACTOR shall deliver to the TOWN all "dolivaahlaa" included within . This contact is continuum upon than: being sufficient appropriations available. The TOWN shall he the sole and ?nal dominion-r of whether au?cimt contingmt upon continuing appropiia?ona being availahla. mm. the badvmasped?ad?maapa'thaNodcato Cutapmvlaionbalow, in which to some said da?aimc?ia). 1mm moaipt) to the other pony. linot'iaa iaby mail, notice tha affmtiva data oftetmination) lfnotlaa If noti?ed oftarmina?on, CONTRACTOR shall imediataly mapal?mmingaavioaa and deliver. to TOWN, anwa in plow terminates this contact. notice of Innoavantalmll teamination nullify obligations of a?hotiva date of tmnination. _.mi . Should thmhaanycon?ictbatwamanytam, conditional-and mm 'IOWN,aoyauahwofkorwork oranpiu thereof. Ifappliaabla. thaplwiaion of 13- ahallapply. W.CONTRACTORahallnotapply for. .. axiit . CONTRACTOR mofTownval?olu, aniployaea. mm Wang. Any information leaned, to, or developed by CONTRACTOR in tho 11.3.2 16. 17. 18. 19. 20. 21. perfonnance of this contract shall be kept con?dential and shall not be made available or otherwise released to any individual or organization without the prior written approval of the TOWN. . . m- - - CONTRACTOR acknowlede that neither it, its employees, agents orrepream the TOWN's policy. The CONTRACTOR am to comply with state laws and rules applicable to worka'a' compensation bene?ts for its mnployeea. lfthe CONTRACTOR fails to comply so. this wait may be terminated by the contracting agenqr. hm theNew Mexico Taxation Revenue Department, the applicable you receipts taxes on all suohtax. and Federal andlor their Wu lbrincoma and self-employment taxes emotmta. mm a?erthedatcof?nalpayment. Aahallapply. mm ccntactunleas Mexico law. pertbmaneeoftbtacontmet. A n. i A. shall not assign. unnafer or schema-act any in contactth ofthe'I?OWN. mm g2: a ..: Code ofProfwaional Failureof Pg! any owner, parmer. or major employee employed by CONTRACTOR to remain in good standing shall immediately raider this contract voidahle at the sole discretion of the TOWN, end, if declared voidahle, all obligations of the TOWN to perform haennda' shall be nulli?ed. 24. - I. 1 MeitiooTort ClaimsAoLSeo. 41-4-19, N.M.S.A. 1978 (as married). 25. W. lntheevent that CONTRACTOR defaults onanytenn orproviaion of voidable endlor CONTRACTOR apnea to pay the TOWN the newnahle costs. including court contract. 26. 5mm. lfthe TOWN electrtoprovide the CONTRACTOR. with noticetaoeureany Cine" Authorization. Foilm-e, bythe CONTRACTOR. to cure said de?cimny or debut, within provision of No?a. lo, 25, a 27 herein. 27. W. of this contract is void. voldahle or otherwise Immforoeahle, all otherterme and provision: 28. 8mm monumde hetwemthepartiea. No prior was) orunderatandinge). verbal orothemiae, shall be validoren?iroeahletmleae unbodiedinthisoontraet. 29. Anylemlprooeedingbrought Dian-iotme County. State of New Mexico. 30. Pursuant to 913-1-191. NMSA 1978, it shall be unlawful for any CONTRACIDR to aolioithueinesa, oro?aoreoeept ldokbaclra of any kind. All etha- similar eotte) ofhribea, gratuities and/or kickbacks are likewieeheteby prohibited. above. TOWN OF TAO: CONTRACTOR: - oufvn41?~ be" Contactor?a Number 0R 7) ?1 (of 2/7 t] Conn-actors Pod. Tax ID No. Appmved: as to MAI-lotto Fambm. Fm Director Flo-5rd W. Lopez, Town Attorney BodgotLinoltan: m?gs? ?ws- ?asco. u?zo-wws' - saw M000 "Exhibit I. Represent the Town of Tees and advocate Its legislative goals at the New Mexico State Legislature during regulr and special sessions, as well as Interim committees, when issues affecting the Town are discussed. II. Do all preparatory work prior to a legislative session necessary to properly represent the Town. Meet with the Town of Taos legislative Committee to assist in developing the Town's legislative priorities. and attend meetings with the Town Council to establbh the Town's legislative agenda. IV. Recommend and obtain sponsors and co-sponsors for the Town?s legislative bills. as well as obtain the support of lrey legislators or legislative leadership to enhance the Town's ability to pass the legislation. V. Demonstrate experience with obtaining federal funding as well as obtain the support of key federal legislators or federal legislative leadership to enhance the Town's ability to obtain federal funding. VI. Coordinate with other lobbyists. the New Mexico Municipal League, other communities or groups, and other agency or organization as necessary to promote and advance the Town's legislative program. VII. Personally attend. and coordinate staff/expert witness attendance at, legislative sessions, as well as Interim committee meetings where Issues affecting the Town are discussed. lie available to th Town Manager at all times. lit. Periodically brief the Town Council In person on legislative activities. it. Provide. at a minimum on a quarterly basis, written reports to the Town Manager indicatlru progress towards the attainment of each legislative goal and other legislative matters impacting the Town of Taos' activities. XI. Provide written end-of-sesslon reports as soon as practicable to the Town Council and the Town Manager providing final status of the legislative seslon, huhlighting all legislation Impacting the Town. strateglalng for the next legislative session; and. formally present the report to the Town Council at a Regular Meeting within two (2) months of the end of iqisiatlve session. XII. The Contractor shall include with each payment request, a written report or summary of relevant legislative activities, to Include time spent the Town of Taos for the period in Which payment is being requested. The Town of Tees reserv the right to add or delete services as required. Con?icts of interest on the part of the successful Lobbyist may exist resulting from representation of other clients. in submitting a proposal, the lobbyist shall provide a list of all current clients. The Town may waive any con?ict of interest at its sole discretion. XIV. The Town of Teas reserves the right to add or delete services as required. TOWN OF TADS Contract PROFESSIONAL Executive warm-n SERVICE CONTRACT This contract is hereby made and entered into by and between the Town of Taos, a New Mexico Municipality (hereinafter and Ramon Trujillo (hereinafter on this 16'? day ofJanuary, 2015. WHEREAS, the TOWN has found it necessary to retain the services of CONTRACTOR to provide lobbying services; and WHEREAS, the TOWN desires to engage CONTRACTOR to provide said services; and WHEREAS, CONTRACTOR desires to provide such service(s) under the terms and conditions of this contract; THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between the parties that: sage of Work. Contractor shall provide the servic as set forth in Exhibit A, attached hereto and incorporated herein by reference. Said services shall be in accord with, and meet, professional standards. 2. Mm Phone Contact. PO Box 731 Sapello, NM 87745 (505) 423-9006 Term. This contract shall be effective from the date ?rst entered above and terminate June 30, 2015 unless sooner terminated pursuant to the termination provision below or by completion of said services. This contract shall be effective until signed by the Mayor. Renewal. TOWN shall have the right, but is not obligated, to renew this contract subject to terms agreeable to both the TOWN and CONTRACTOR. Compensation. The TOWN shall pay CONTRACTOR, under this contract, a maximum of $7,000.00, inclusive of required gross receipt taxes. No ftu'ther amount(s) shall be available under this contract unless authorized by law, ordinance, regulation or resolution and embodied in a written amendment to this contract executed prior to the additional work being performed. 6. Release. CONTRACTOR agees that, upon ?nal payment of the amount due under this contract, CONTRACTOR releases the TOWN ?om all liabilities, claims and/or obligations Page! 10. 11. 12. 13. I4. 15. whatsoever arising from, or under, this contract. Deliverables. CONTRACTOR shall deliver, to the TOWN, all "deliverabl" included within the scope of this contract no later than submission of CONTRACTOR's ?nal bill. W. This contract is contingent upon there being suf?cient appropriations available. The TOWN shall be the sole and ?nal determiner of whether suf?cient appropriations exist. If this contract encompasses more than one ?scal year, this contract is contingent upon continuing appropriations being available. Annual Review. If this contract encompasses more than one ?scal year, this contract is subject to an annual review by the TOWN. If any de?ciencies are noted during the review process, the CONTRACTOR shall be given a speci?ed time, as per the Notice to Cure provision below, in which to cure said M. This contract may be terminated at will, by either party, with or without cause. Termination shall be by written notice which shall be delivered or mailed (certi?ed mail, return receipt) to the other party. li?notice is by mail, notice the effective date of termination) will be deemed to be effective thirty (30) calendar days from the date of the postmark. If notice is hand-delivered, termination is effective as of the time of delivery to the CONTRACTOR (personally or at his/her o?ce) or when delivered to the Of?ce of the Town Manager. If noti?ed of termination, CONTRACTOR shall immediately cease performing services and deliver, to TOWN, any work in progress. If CONTRACTOR terminates this contract, notice of termination shall include CONTRACTOR's ?nal billing statement. In no event shall termination nullify obligations of either party prior to the effective date of termination. Mists Pron'g'on. Should there be any con?ict between any between any term or condition contained in this contract and those documents incorporated by reference, the terms and conditions of this contract shall govern. term, condition or understanding Work Product. All work and work product produced under this contract shall be and remain the exclusive property of the TOWN and CONTRACTOR shall not use, sell, disclose or otherwise make available to anyone (individual, corporation or organization), other than the TOWN, any such work or work product or copies thereof. If applicable, the provision of ?13-l- 123(3), NMSA 1978, shall apply. Further, CONTRACTOR shall not apply for, in its name or otherwise, for any copyright, patent or other property right and aclmowledg that any such property right created or developed remains the exclusive right of the TOWN. Stag of Contractor. CONTRACTOR acknowledges that it is an independent contractor and as such neither it, its employees, agents or representatives shall be considered employees or agents of the TOWN, nor shall they be eligible to accrue leave, retirement bene?ts, insurance bene?ts, use of Town vehicles, or any other bene?ts provided to Town employees. Non-Agency. CONTRACTOR agrees not to purport to bind the assumed herein by the TOWN, unless the CONTRACTOR then only within the limits of that expressed authority. TOWN to any obligation not has express written approval and Con?dgrtiglig. Any information learned, given to, or developed by CONTRACTOR in the Page 2 17. 18. 19. 20. 22. 23. performance of this contract shall be kept con?dential and shall not be made available or otherwise released to any individual or organization without the prior written approval of the TOWN. ?ngers Compensation. CONTRACTOR acknowledges that neither it, its employees, agents or representatives shall have any claim whatsoever to worker?s compensation coverage under the TOWN's policy. The CONTRACTOR agrees to comply with state laws and rules applicable to workers? compensation bene?ts for its employees. If the CONTRACTOR fails to comply with the Workers? Compensations Act and applicable rules when required to do so, this agreement may be terminated by the contracting agency. Tax. CONTRACTOR acknowledges that it, and it alone, shall be liable for and shall pay to the New Mexico Taxation Revenue Department, the applicable gross receipts taxes on all monies paid to it under this contract and that the TOWN shall have no liability for payment of such tax. CONTRACTOR also acknowledges that it, and it alone, shall be liable to the State and Federal government(s) andlor their agencies for income and self-employment tax required by law and that the TOWN shall have no liability for payment of such taxes or amounts. Records-Audit. CONTRACTOR shall keep, maintain, and make available to the TOWN all records, invoices, bills, etc. related to performance of this contract for a period of three (3) years after the date of ?nal payment. If federal grant funds are used to pay under this contract, CONTRACTOR shall retain all records for the period of time under which OMB Circular 102- A shall apply. Said records shall be available for inspection, audit and/or copying by the TOWN or its authorized representative or agent, including federal and/or state auditors. Indm'?catim. CONTRACTOR agrees to indemnify and hold harmless the TOWN from any and all claims, suits, and causes of action which may arise from its performance under this contract unless speci?cally exempted by New Mexico law. CONTRACTOR further agrees to hold harmless the TOWN from all personal claims for any injury or death sustained by CONTRACTOR, its employees, agents or other representatives while engaged in the performance of this contract. MW. CONTRACTOR shall not assign, transfer or subcontract any interest in this contract or attempt to assign, transfer or subcontract any claims for money due under this contract without the prior written approval of the TO Con?ict of interest. CONTRACTOR 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. mm. CONTRACTOR agrees that it, its employee(s) and/or agent(s) shall comply with all federal, state and local laws regarding equal employment opportuniti, fair labor standards, and other non-discrimination and equal opportunity compliance laws, regulations and practices. Ethical Considerations. CONTRACTOR shall abide by Contractor's Code of Professional Responsibilities and/or applicable Canons of Ethics as prescribed by its profession. Failure of Page 3 24. 26. 27. 28. 29. any owner, partner, or major employee employed by CONTRACTOR to remain in good standing shall immediately render this contract voidable at the sole discretion of the TOWN, and, if declared voidable, all obligations of the TOWN to perform hereunder shall be nulli?ed. Default by Contractor. In the event that CONTRACTOR defaults on any term or provision of this contract, the TOWN retains the sole right to determine whether to declare the contract voidable andlor CONTRACTOR agrees to pay the TOWN the reasonable costs, including court fees and attorneys fees and direct and indirect damages, incurred in the enforcement of this contract. Effogg to Cure. Ifthe TOWN elects to provide the CONTRACTOR with notice to cure any de?ciency or defect, the CONTRACTOR may have the time speci?ed in the written "Notice to Cure" Authorization. Failure, by the CONTRACTOR, to cure said de?ciency or defect, within the authorized time, shall result in an immediate termination of this contract subject to the provision of No?s. 10, 25, 27 herein. Severabilig. In the event that a court of competent jurisdiction ?nds that any term or provision of this contract is void, voidable or otherwise unenforceable, all other terms and provisions shall remain intact and enforceable where not otherwise inconsistent with the Court's ?ndings. This contract incorporates all of the agreements and understandings between the parties. No prior agreement(s) or understanding(s), verbal or otherwise, shall be valid or enforceable unless embodied in this contract. Applicable Law. This contract shall be governed by the Laws of the State of New Mexico and the Ordinances, resolutions, rules and regulations of the TOWN. Any leg] proceeding brought against the TOWN, arising out of this contract, shall be brought before the Eighth Judicial District Court, Taos County, State of New Mexico. MM. Pursuant to Sec. 13-1-19], N.M.S.A. 1978 (as amended), it shall be unlawful for any CONTRACTOR to engage in bribery, offer gratuities with the intent to solicit business, or offer or accept kickbacks of any kind. All other similar act(s) of bribes, gratuities and/or kickbacks are likewise hereby prohibited. IN WITNESS HEREOF, the parties have executed this Agreement as of the date ?rst written above. TOWN OF TAOS: CONTRACTOR: Contractor 7-12? Contractor's SSN Page 4 'Approved: Marietta Fambro, Finance Director Budget Line Item: '10 447009 pprov as to form: Mat/?a [co/m Floyd W. Lopez, Town Attorney In?; 5 ?Exhibit I. Represent the Town of Taos and advocate its legislative goals at the New Mexico State Legislature during regular and special sessions, as well as interim committees, when issues affecting the Town are discussed. li. Do all preparatory wont prior to a legislative session necessary to properly represent the Town. ill. Meet with the Town of Taos Legislative Committee to assist in developing the Town's legislative priorities, and attend meetings with the Town Council to establish the Town's legislative agenda. lV: Recommend and obtain sponsors and oo-sponsors for the Town's legislative bills, as well as obtain the support of key legislators or legislative leadership to enhance the Town's ability to pass the legislation. V. Coordinate with other lobbyists, the New Mexico Municipal League, other communities or groups, and other agency or organization as necessary to promote and advance the Town's legislative program. Vii. Personally attend, and coordinate staff/expert witness attendance at, legislative sessions, as well as interim committee meetings where issues affecting the Town are discussed. Viil. Be available to the Town Manager at all times. ix. Periodically brief the Town Council in person on legislative activities. Xi. Provide written end-of-session reports as soon as practicable to the Town Council and the Town Manager providing final status of the legislative session, highlighting all legislation impacting the Town, strategizing for the next legislative session; and, formally present the report to the Town Council at a Regular Meeting within two (2) months of the end of legislative session. Xlli. The Town of Taos reserves the right to add or delete services as required. Con?icts of interest on the part of the successful Lobbyist may exist resulting from representation of other clients. in submitting a proposal, the Lobbyist shall provide a list of all current clients. The Town may waive any conflict of interest at its sole discretion. XIV. The Town of Taos reserves the right to add or delete services as required. TOWN OF TAOS PROFESSIONAL SERVICE CONTRACT TT-14-21 Contract No. 11-14-21 Executive Department This contract is hereby made and entered into by and between the of Taos, a New Mexico Municipality (hereinafter and Universal Professional Services, Inc. (hereinafter contract will be effective on July 1, 2013. WHEREAS, the TOWN has found it necessary and desirable to retain the services of CONTRACTOR to provide the services as identified herein; and WHEREAS, CONTRACTOR desires to provide such serviceis) under the terms and conditions of this contract; THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between the parties that: 1. ?coge 91 Work. A. Contractor shall provide the following services: Professional lobbying services during Legislative Session and Special Legislative Session in Santa Fe, New Mexico to include but not limited to the following: Contractor agrees to serve as one of the official representative of the Town during the Legislative Session and Special Legislative Session. Contractor agrees to work with the Town to find sponsors for any bills that the Town wishes to have considered. Contractor agrees to track all bills that are Introduced by or that may be of interest to the Town and keep the Town informed on status of these bills regularly throughout the legislative session. Contractor agrees to represent the Town in legislative committee meetings and stand in support of the legislative bills that are of interest to the Town. Contractor agrees to lobby state legislators, committee members and the office of the governor on behalf of the Town. Contractor agrees to work with the Town to schedule formal meetings between the Mayor, Town Council Members and Town Administrator and with State Representative and State Senator before the legislative session begins in order to present the Town of Taos legislative priorities. Contractor will keep the Town informed of any other grant opportunities available through the federal, state, and local programs. Contractor agrees to be called upon for other projects as deemed necessary by the Town during the term of the contract. Said services shall be in accord with and meet professional standards. 8. Services will be performed at: NM State Legislature, Santa Fe, NM Revised 06/le I Contact Person. Address Phone. A. CONTRACT contact person for this contract is: Gabriel D. Cisneros. B. The address and phone number are: Box 1067 Questa, NM 81555 575-586-1339 Term. This contract shall terminate June 30, 2014 unless sooner terminated pursuant to the termination provision below; by completion of said services; or by mutual agreement of the parties. Contractor should not begin work under this Contract before this Contract is signed by both parties and should not continue work after the Contract terminates unless the Contract has been amended in writing to extend the termRenewal. TOWN shall have the right, but is not obligated, to renew this contract subject to terms agreeable to both the TOWN and CONTRACTOR. Pursuant to the New Mexico Procurement Code, NMSA 1978, Section 13-1-150, no professional services contract, including any renewals or extensions, may exceed a total period of four years (subject to exceptions stated in the statute). (Ii?mm- A. The total amount payable to the CONTRACTOR under this Contract, including gross receipts tax and any expenses agreed to, as shown below, shall not exceed $35,000.00. This amount is a maximum and Is not a promise that the TOWN will assign work valued at that amount to CONTRACTOR under this Contract. CONTRACTOR shall be paid only for work assigned by the TOWN and satisfactorily completed by the CONTRACTOR. B. The TOWN shall pay CONTRACTOR at the following rate for work performed under this Contract: i. The Town will pay the contractor $2,916.67 for a period of eleven months and a final payment of $2,916.63. The total amount for such services under this Contract, including gross receipts tax and any allowed expenses, shall not exceed $35,000.00. The total maximum contract amount including taxes and any expenses: $35,000.00. C. Payment is subject to availability of funds pursuant to the Appropriations Paragraph below. D. CONTRACTOR must submit a detailed statement accounting for all services performed and expenses incurred. If the TOWN ?nds that the services or expenses are not Rm ised 06/20? 10. acceptable, within t0 days after the date of receipt of 0 written statement from the Contractor requesting payment, it shall provide the CONTRACTOR a letter of exception explaining the defect or objection and outlining steps the CONTRACTOR may take to provide remedial action. Upon certification by the TOWN that the services have been received and accepted, payment shall be tendered to the CONTRACTOR within thirty days after the acceptance. If payment is made by mail, the payment shall be deemed tendered on the date it is postmarked. The TOWN shall not incur late charges, interest, or penalties for failure to make payment within the time specified herein. E. No further amountis) beyond those set forth above shall be available under this contract unless authorized by law, ordinance, regulation or resolution and embodied in a written amendment to this contract executed prior to the additional work being performed. Release. CONTRACTOR agrees that, upon final payment of the amount due under this contract, CONTRACTOR releases the TOWN and its officials, employees and agents from all liabilities, claims and/or obligations whatsoever arising from, or under, this contract. Deliverables. CONTRACTOR shall deliver, to the TOWN, any "deliverables" included within Paragraph LC of this contract (or Attachment A) no later than the earlier of the submission of CONTRACT OR's final bill or the termination of this Contract, except that if an earlier time is stated in Paragraph LC or Attachment A, then the deliverables will be submitted by that time. Appropriations anp authorization. This contract is contingent upon there being suf?cient appropriations available for payment and suf?cient legal authorization for its performance. The TOWN shall be the sole and final determiner of whether sufficient appropriations and authorization exist. if this contract encompasses more than one fiscal year, this contract is contingent upon continuing appropriations being available. Apnual Review. If this contract encompasses more than one ?scal year, this contract is subject to an annual review by the TOWN. If any de?ciencies are noted during the review process, the CONTRACT OR shall be given a specified time, as per the Notice to Cure provision below, in which to cure said deficiencyiies). Termination-Suspepsion. This contract may be terminated at will, by either party, with or without cause. Termination shall be by written notice which shall be delivered or mailed (certified mail, return receipt) to the other party. If notice is by mail, notice the effective date of termination) will be deemed to be effective thirty (30) calendar days from the date of the postmark. If notice is hand-delivered, termination is effective as of the time of delivery to the CONTRACTOR (personally or at his/her office) or when delivered to the Office of the Town Manager. if notified of termination, CONTRACTOR shall Immediately cease performing services and deliver, to TOWN, any work in progress. if CONTRACTOR terminates this contract, notice of termination shall include CONTRACTOR's ?nal billing statement. In no event shall termination nullify obligations of either party prior to the effective date of termination. The TOWN may suspend work under this Contract for any reason the TOWN in its sole Res?iscd lib/2013 11. 12. 13. 14. 15. discretion deems sufOnt, including but not limited to budgoy reasons or a need for further studies, investigation or analysis before work continues. Notice of Suspension shall be made or con?rmed in writing, which shall be hand-delivered or mailed certified mail, return receipt requested, to CONTRACTOR. immediately upon receipt of notice of contract suspension, CONTRACTOR shall cease work pursuant to the Contract and await further instructions from the TOWN except that, with the TOWN's permission which shall not be unreasonably denied, the CONTRACTOR may proceed with any work in progress that must be continued or completed in order to avoid damage, harm or risk to the TOWN's, the CONTRACT OR's, any subcontractor?s, or the public's personnel or property. In the event that the CONTRACTOR, upon receiving a suspension of work notice, believes there is such reason for continuing work, it shall immediately so inform the TOWN and the parties shall in good faith attempt to agree on what additional work is reasonably required under the circumstances. Suspension of work shall not affect either party's obligations with respect to work done or obligations incurred before notice of contract suspension. Con?ict of CONTRACTOR 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 the performance of services under this Contract. This warranty includes Contractor's representation that it has no con?ict of interest and will not acquire any con?ict of interest as set forth in the Procurement Code, other laws of the State of New Mexico, and the Town of Taos Purchasing Policy Part or any replacement provisions. an?igg Provisiog. Should there be any con?ict between any term, condition or understanding contained in this contract and those documents attached or incorporated by reference, the terms and conditions of this contract shall govern. Work Produg. All work and work product produced under this contract shall be and remain the exclusive property of the TOWN, unless otherwise agreed by the parties, and CONTRACTOR shall not use, sell, disclose or otherwise make available to anyone (individual, corporation or organization), other than the TOWN, any such work or work product or copies thereof. if applicable, the provision of Sec. N.M.S.A. (1978 as amended) modify this provision with respect to certain documents produced by architects, engineers, landscape architects and surveyors. Further, CONTRACTOR shall not apply for, in its name or otherwise, for any copyright, patent or other intellectual property right for work produced under this Contract and acknowledges that any such property right created or developed remains the exclusive right of the TOWN. Status of CONTRACTOR acknowledges that it is an independent contractor and as such neither it, its employees, agents or representatives shall be considered employees or agents of the TOWN, nor shall they be eligible to accrue leave, retirement benefits, insurance bene?ts, use of Town vehicles, or any other benefits provided to Town employees. Nag-Agency. CONTRACTOR agrees not to purport to bind the TOWN to any obligation not assumed herein by the TOWN, unless the CONTRACTOR has express written approval and then only within the limits of that express authority. Reviscd 06/2013 1E. 17. 18. 19. 20. 21. Confidentiality. AnOformation learned, given to, or deOped by CONTRACTOR in the performance of this contract that is of a con?dential nature shall be kept confidential and shall not be made available or otherwise released to any individual or organization without the prior written approval of the TOWN. Worke?s Compensation. CONTRACTOR acknowledges that neither it, its employees, agents or representatives shall have any claim whatsoever to worker's compensation coverage under the TOWN's policy. The CONTRACTOR agrees to comply with state laws and rules applicable to workers? compensation benefits for its employees. If the CONTRACTOR fails to comply with the Workers' Compensations Act and applicable rules when required to do so, this agreement may be terminated by the TOWN. J'a_xg. CONTRACTOR acknowledges that it, and it alone, shall be liable for and shall pay to the State Department of Taxation and Revenue the applicable gross receipts taxes on all monies paid to it under this contract and that the TOWN shall have no liability for payment of such tax to the State. CONTRACTOR also acknowledges that it, and it alone, shall be liable to the State and Federal governmentls) and/or their agencies for income; self-employment taxes and other taxes required by law and that the TOWN shall have no liability for payment of such taxes or amounts. Records-Audit. CONTRACTOR shall keep, maintain, and make available to the TOWN all records, invoices, bills, etc. related to performance of this contract for a period of three (3) years after the date of final payment. If federal grant funds are used to pay under this contract, CONTRACTOR shall retain all records for the period of time under which OMB Circular 102-A shall apply. Said records shall be available for inspection, audit and/or c0pying by the TOWN or Its authorized representative or agent, including federal and/or state auditors. lgdemnification. The Contractor shall defend, indemnify and hold harmless the TOWN from all actions, proceeding, claims, demands, costs, damages, attorneys' fees and all other liabilities and expenses of any kind from any source which may arise out of the performance of this Agreement, caused by the negligent act or failure to act of the Contractor, its of?cers, employees, servants, subcontractors or agents, or if caused by the actions of any client of the Contractor resulting in injury or damage to persons or property during the time when the Contractor or any officer, agent, employee, servant or subcontractor thereof has or is performing services pursuant to this Agreement. In the event that any action, suit or proceeding related to the services performed by the Contractor or any of?cer, agent, employee, servant or subcontractor under this Agreement is brought against the Contractor, the Contractor shall, as soon as practicable but no later than two (2) business days after it receives notice thereof, notify in writing the legal counsel of the TOWN and the Self insurers Fund of the New Mexico Municipal League. gsignment Subcontracting. CONTRACTOR shall not assign, transfer or subcontract any interest in this contract or attempt to assign, transfer or subcontract any claims for money due under this contract without the prior written approval of the TOWN. Revised 06/20! 3 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. Non-Discrimination. OTTRACT OR agrees that it, its employeO and/or agentis) 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. Ethical Considerations. CONTRACTOR shall abide by Contractor's Code of Professional Responsibilities and/or applicable Canons of Ethics as prescribed by its profession. Failure of any owner, partner, or major employee employed by CONTRACTOR to remain in good standing shall immediately render this contract voldable at the sole discretion of the TOWN, and, if declared voidable, all obligations of the TOWN to perform hereunder shall be nulli?ed. Reguired Liabiliy Insurance. CONTRACTOR shall maintain liability insurance in an amount at least equal to the requirements set forth by the New Mexico Tort Claims Act, Sec. 41-4-19, N.M.S.A. 1978 (as amended) naming TOWN as an additional insured. De?ult by Contractor. In the event that CONTRACTOR defaults on any term or provision of this contract, the TOWN retains the sole right to determine whether to terminate the contract or issued to CONTRACTOR a notice to cure as set forth in the following paragraph. to Cure. If the TOWN elects to provide the CONTRACTOR with notice to cure any deficiency or defect, the CONTRACTOR may have the time specified in the written "Notice to Cure." Failure by the CONTRACTOR to cure said deficiency or defect, within the authorized time, shall result in an immediate termination of this contract. ngerabil'gy. In the event that a court of competent jurisdiction finds that any term or provision of this contract is unlawful or unenforceable, all other terms and provisions shall remain intact and enforceable where not otherwise inconsistent with the Court's ?ndings. Entire Agreement. This contract incorporates all of the agreements and understandings between the parties. No prior agreementis) or understandingisl, verbal or otherwise, shall be valid or enforceable unless embodied in this contract. Applicable Law. This contract shall be governed by the Laws of the State of New Mexico and the Ordinances, resolutions, rules and regulations of the TOWN. Any legal proceeding brought against the TOWN, arising out of this contract, shall be brought before the Eighth Judicial District Court, Taos County, State of New Mexico. Acts. Pursuant to Sec. 13-1-191, N.M.S.A. 1978 (as amended), it shall be unlawful for any CONTRACTOR to engage in bribery, offer gratuities with the intent to solicit business, or offer or accept kickbacks of any kind. All other similar actis) of bribes, gratuities and/or kickbacks are likewise hereby prohibited and violate criminal laws of New Mexico. Authorig to Sign. If Contractor is other than a natural person, the indlvidualis) signing this Agreement on behalf of Contractor represents and warrants that he or she has the power and authority to bind Contractor, and that no further action, resolution, or approval from Contractor is necessary to enter into a binding contract. Revist Oil/201 3 \l - r; 2 IN WITNESS HEREOF, the parties have executed this Agreement as of the date last written below. CONTRACTOR: TOWN APP I.- Darren M. Cordova, 'Mayor Printed Name: Title or PositionATTESTED ro av: Contractor's Number OR 0.5 .2 5 22? Contra or's Fed. Tax ID No. or SSN ACCOUNTING APPROVAL: APPROVED Marietta S. ?ambro. Finance Digetor C. Brian James, Town 4 Budget Line Item: 30-NEW-44005 Renee Lucero, Town Clerk Revised ?6/21? 1 4/2 9/2015 2:11 PM VENDOR SET: 99 TOWN OF TADS BANK: F8399 TOWN OF TADS CLEARING AC DATE RANGE: 7/01/2013 THRU 6/30/2014 VENDOR I.D. NAME STATUS 2144 UNIVERSAL PROFESSIONAL SVC INC I-JUL 13 LOBBYING SERVICES JULY 2013 2144 UNIVERSAL PROFESSIONAL SVC INC I-AUG 13 LOBBYING SERVICES AUGUST 2013 2144 UNIVERSAL PROFESSIONAL SVC INC I-SEPT 13 LOBBYING SERVICES SEPT 2013 2144 UNIVERSAL PROEESSIONAL SVC INC I-OCT 13 LOBBYING SERVICES OCTOBER 2013 2144 UNIVERSAL PROFESSIONAL SVC INC I-NOV 13 LOBBYING SERVICES NOV 13 2144 UNIVERSAL PROEESSIONAL SVO INC I-FEB 14 LOBBYING SERVICE FEBRUARY 2014 2144 UNIVERSAL PROFESSIONAL SVC INC I-MBR 14 LOBBYING SERVICES 2014 2144 UNIVERSAL PROEESSIONAL SVC INC I-DEC 13 LOBBYING SERVICES DEC 13 2144 UNIVERSAL PROFESSIONAL SVC INC I-JAN 14 LOBBYING SERVICES JAN 14 2144 UNIVERSAL PROEESSIONAL SVC INC I-APR 14 LOBBYING SERVICES APR 14 2144 UNIVERSAL PROFESSIONAL SVC INC I-JUN 14 LOBBYING SERVICES JUN 14 2144 UNIVERSAL PROFESSIONAL SVC INC I-MBY 14 LOBBYING SERVICES MAY 2014 A NO REGULAR CHECKS: 12 BAND CHECKS: 0 DRAFTS: 0 EFT: 0 NON CHECKS: 0 VOID CHEERS: 0 VOID DEBITS VOID NNHEITS TOTAL ERRORS: 0 CHECK 9/23/2013 9/17/2013 10/14/2013 11/14/2013 12/10/2013 3/20/2014 4/03/2014 1/22/2014 2/10/2014 5/09/2014 6/24/2014 6/24/2014 0.00 0.00 HISTORY CHECK REPORE INVOICE AMOUNT 2,916.67 2,916.67 2,916.67 2,916.67 2,916.67 2,916.67 2,916.67 2,916.67 2,916.67 2,916.67 2,916.63 2,916.67 INVOICE AMOUNT 35,000.00 0.00 0.00 0.00 0.00 0.00 CHECK NO DISCOUNT 123969 124103 124341 124617 124999 125399 125493 125727 125975 126329 126977 126979 DISCOUNTS 0.00 0.00 0.00 0.00 0.00 0.00 PAGE: CHECK STATUS CHECK AMOUNT 2,916.67 2,916.67 2,916.67 2,916.67 2,916.67 2,916.67 2,916.67 2,916.67 2,916.67 2,916.67 2,916.63 2,916.67 annex amounm 35,000.00 0.00 0.00 0.00 0.00 4/28/2015 2:11 VENDOR SET: 99 BANK: DATE RANGE: 7/01 VENDOR I.D. VENDOR SET: 99 BANK: F8399 REPORT TOTALS: PM TOWN OF TADS FSB99 TOWN OF TADS CLEARING AC [2013 THRU 6/30/2014 BANK: F8399 TOTALS: TOTALS: 12 12 12 HISTORY CHECK REPORT STATUS CHECK INVOICE INVOICE AMOUNT 35,000.00 35,000.00 35,000.00 CHECK DISCOUNT NO DISCOUNTS 0.00 0.00 PACE: CHECK CHECK STATUS AMOUNT CHECK AMENDED 35,000.00 35,000.00 35,000.00 4/23/2015 2:13 PM 351: 99 BANK: CHECK TOWN OF EACH F8399 TOWN OF EROS CLEARING AC BLED RANGE: 7/01/2013 TBRU 4/20/2015 VENDOR I.D. 7827 0 A a REGULAR CHECKS: BIND CHECKB: DRAFTB: EFT: NON VOID CHECKS: TOTAL ERRORS: SIRIUS ROBERI APODBCA LOBBYIBT SERVICE JEN 15-MBR 15 000093 0 VOID DEBITB VOID IEHEITB NO VENDOR SET: 99 BANK: F8399 IDEALS: 1 BANK: F3399 IDEALS: 1 REBORN COCALB: 1 CHECK 4/20/2015 0.00 0.00 INVOICE 13,750.00 INVOICE AMOUNT 13,750.00 0.00 0.00 0.00 0.00 0.00 INVOICE IMMUNE 13,750.00 13,750.00 13,750.00 CHECK DISCOUNT NO 129415 DISCOUNTS 0.00 0.00 0.00 0.00 0.00 DISCOUNTS 0.00 0.00 0.00 CHECK SIRIUS CHECK 13,750.00 annex nununm 13,750.00 0.00 0.00 0.00 0.00 annex amounm 13,750.00 13,750.00 13,750.00 4/29/2015 2:13 PM RIP HISTORY CHECK REPORT VENDOR SET: 99 TOWN OF 1308 BANK: F3399 TOWN OF TADS CLEARING AC 0330 RANGE: 7/01/2013 THRU 4/28/2015 CHECK VENDOR I.D. NAME STATUS DATE 7023 RAIMCND TRDJILLO 1-1101 1/3 OF CONTRACT AMOU 2/04/2015 7023 mum TRUJILID 1-1102 2ND ENE (1/3 CONTRACI 3/03/2015 7823 3mm MJILLO 1-1104 LOBBIEST FINEL CONIRACT 4/01/2015 I I A NO REGULKR CHECKS: 3 HAND CHECKS: 0 DRAFIS: 0 m: 0 NON CHECKS: 0 VOID CHECKS: 0 VOID DEEITS 0.00 VOID ICES 0.00 IDEAL ERRORS: 0 VENDOR SET: 99 BANK: F8399 moms: BEFORE IDEALS: BANK: E3399 TOTALS: 0 INVOICE AMOUNT 2,333.33 2,333.33 2,333.34 INVOICE AMOUNT 7,000.00 0.00 0.00 0.00 0.00 0.00 INVOICE AMOUNT 7,000.00 7,000.00 7,000.00 CHECK DISCOUNT NO 129767 128972 129237 DISCOUNTS 0.00 0.00 0.00 0.00 0.00 0.00 DISCOUNTS 0.00 0.00 0.00 PAGE: CHECK SIAEUS CHECK AMOUNT 2,333.33 2,333.33 2,333.34 AMOUNT 7,000.00 0.00 0.00 0.00 0.00 annex AMOUNT 7,000.00 7,000.00 7,000.00