i, PROFESSIONAL SERVICES CONTRACT This Agreement is hereby made and entered into by and between the ALBUQUERQUE METROPOLITAN ARROYO FLOOD CONTROL AUTHORITY (hereinafter and Alarid Consulting, located at 09 Rogers NE, Albuquerque, NM 87110(hereinafter on this day of ,2ch WHEREAS, AMAFCA has found it necessary to retain the services of CONTRACTOR to assist AMAFCA in identifying and obtaining grant monies for necessary AMAFCA projects and for general lobbying services as further described below; and WHEREAS, AMAFCA desires to engage CONTRACTOR to provide said services; and WHEREAS, CONTRACTOR desires to provide such services under the terms and conditions of this Agreement. THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between the parties that: 1. Scope of Work. CONTRACTOR shall: A. Perform as advisor and legislative liaison for AMAFCA for the period speci?ed herein, to include daily legislative liaison coverage during the year 201 1 regular session of the New Mexico State Legislature; B. Draft, analyze, and prepare proposed legislation prior to the session, including assistance in preparation of presentation packages for use in interim committee lobbying and regular legislative session committees; C. Interim Committee consultation and lobbying, including public relations, interim committee hearings if necessary, and consultation with Legislators and the Governor?s staff; D. Secure state grants, appropriations, and funding for local projects of E. Design and implement an aggressive educational campaign directed towards key state legislators and the administration leadership and staff on the important issues facing AMAF F. Conduct lobbying directed toward the passage of legislation during the session as directed by AMAFCA, including but not necessarily limited to legislation sponsored on behalf of AMAFCA. This will include appropriately informing Board of Directors and staff of committee and other hearings, and coordinating to provide testimony and other support; G. Review proposed legislation, both prior to and during the session, to identify those of interest of Page 1 of6 Design and implement an aggressive funding request campaign to acquire funding appropriations for AMAF CA projects; Develop a detailed document outlining a strategic plan, to be referred to as The AMAFCA Legislative Strategy, for passing legislation and acquiring appropriations and funding for AMAF CA projects, and provide such document to the AMAFCA Board of Directors for its review and comment; Provide written quarterly status reports and written summary updates to the AMAF CA Board of Directors on the ?rm?s achievements as they relate to goals and objectives set forth in The AMAFCA Legislative Strategy; Presentation of legislative report and recommendations to Board of Directors during and after the session; Meet with the appropriate state, federal and/or private agencies/entities; represent AMAFCA at public hearings, committee meetings and/or selection committees; present and defend proposed projects, scopes of work, and budgets; and prepare handout materials for review by interested parties; Represent AMAF CA in front of other governmental agencies including but not limited to the City of Albuquerque, Bernalillo County, Middle Rio Grande Conservancy District, and the Federal government, all as directed by AMAF Consult with the AMAFCA Board of Directors, AMAF CA Executive Engineer, and AMAFCA staff on the grant application process and, when requested, provide assistance and guidance in completing the applications; Report to the AMAFCA Board of Directors, AMAFCA Executive Engineer, staff, and attorney, as needed by Said services shall be in accordance with and meet professional standards, as determined by AMAF and The AMAFCA Board of Directors and/or AMAFCA Executive Engineer may assign additional duties to the CONTRACTOR as AMAFCA deems necessary in its sole discretion. Term. This Agreement shall be effective from December 16, 2010 through December 31, 2011, unless otherwise terminated pursuant to the termination provision herein. This Agreement shall not be effective until approved by the AMAF CA Board of Directors and signed by the Chair. At the mutual desire of the parties, this Agreement may be extended beyond the termination date in increments of one (1) year, but not to exceed a total term of four (4) years. Page 2 of6 Compensation. AMAFCA shall pay CONTRACTOR under this Agreement as follows for the work performed: A. As compensation for all services to be rendered by CONTRACTOR herein, AMAFCA shall pay to CONTRACTOR the sum of Forty-Four Thousand Dollars exclusive of for all services to be completed during the original term of this Agreement, which half of this sum (Twenty-Two Thousand Dollars shall be paid to CONTRACTOR for services to be performed during January 2011, February 2011, and March 2011, and the remainder shall be paid to CONTRACTOR for services completed for the duration of this Agreement. Compensation for services performed during any extensions to this Agreement shall be by the mutual agreement of the parties and shall be negotiated by the parties prior to entering into the extension. B. Payment shall be made each month as approved by the AMAFCA Executive Engineer. Before payment is released, CONTRACTOR shall submit to AMAFCA a detailed invoice describing the services provided to AMAFCA during the prior month. Payment shall be in consideration of all work performed by CONTRACTOR during the prior month and no payment shall become due until all services described in the invoice have been provided to AMAF CA. Under no circumstances shall total compensation exceed ortv-Four Thousand Dollars exclusive of unless otherwise agreed to in writing by the parties. C. No further amount(s), including mileage, postage expenses, expenses and costs for redistricting and interior sessions, expenses and costs for local jurisdictional meetings, or any other amount, cost, fee, or expense not speci?cally authorized herein shall be available under this Agreement. In the event additional work is required, such additional work shall only be authorized by the AMAFCA Board of Directors if embodied in written amendment to this Agreement executed prior to the additional work being performed. Diligent Representation. CONTRACTOR shall expend its efforts on behalf, as directed by Executive Engineer. CONTRACTOR has and may continue to represent clients in addition to AMAFCA, provided however, in performing under this Agreement, CONTRACTOR shall devote such time as is necessary to perform the required services. Termination. Either party, with or without cause, may terminate this Agreement upon thirty (30) days notice. Termination shall be by written notice which shall be hand delivered or mailed (certified mail, return receipt) to the other party. 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, termination is effective as of the time of delivery to the Page 3 of6 10. ll. CONTRACTOR (personally or at his/her of?ce) or when delivered to the AMAF CA Of?ce. In no event shall termination nullify obligations of either party prior to the effective date of termination. Status 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 nor shall they be eligible to accrue sick leave, retirement bene?ts, use of AMAFCA vehicles, or any other bene?ts provided AMAFCA employees. Appropriation. The terms of this Agreement are contingent upon suf?cient appropriations and authorization being made by AMAF CA for the performance of the Agreement. If suf?cient authorizations are not made, this Agreement shall terminate upon written notice being given by AMAF CA to the CONTRACTOR. decision as to whether suf?cient authorizations are available shall be accepted by the CONTRACTOR and shall be ?nal. Subcontracting. The CONTRACTOR shall not subcontract any portion of the services to be performed under this Agreement, without the prior written approval of AMAFCA, unless otherwise stated herein. Nothing herein shall be construed as prohibiting CONTRACTOR ?om obtaining bill/resolution drafting services from any agency, entity, or individual, provided AMAFCA approves such services after determining that such services are reasonable and necessary. Assigpment. The CONTRACTOR shall not assign or transfer any interest in the Agreement, or assign any claims for money due, or to become due, under this Agreement without the prior written approval of AMAFCA. Taxes. CONTRACTOR acknowledges that it, and it alone, shall be liable for and shall pay to the New Mexico Taxation and Revenue Department, the applicable gross receipts taxes on all monies paid to it under this Agreement and AMAFCA shall have no liability for payment of such tax. CONTRACTOR also acknowledges that it, and it alone, shall be liable to the State or Federal Governments and/or their agencies for income and self-employment taxes required by the law and that AMAF CA shall have no liability for payment of such taxes or amounts. Attorney?s Fees. In the event either party to this Agreement seeks enforcement of the terms of this Agreement through a court of law, each party shall be responsible for their own court costs and attorney?s fees. Entire Agreement. This Agreement represents the entire agreement and understandings of the parties and supersedes any and all prior oral or written agreements or understandings between the parties concerning the subject matter of this Agreement. The parties agree that no prior agreements or understandings, verbal or otherwise, shall be valid. Page 4 of6 12. 13. 14. 15. 16. 17. 18. 19. Indemni?cation. CONTRACTOR agrees to indemnify and hold harmless AMAFCA, its elected of?cials, agents and employees from any and all claims, suits and causes of action which may arise from its performance under this Agreement unless speci?cally exempted by New Mexico law. CONTRACTOR further agrees to hold harmless AMAF CA from all claims for any injury or death sustained by CONTRACTOR, its employees, agents or other representatives while engaged in the performance of this Agreement. Release. CONTRACTOR agrees that upon ?nal payment of the amount due under paragraph 3.A. of this Agreement, CONTRACTOR releases AMAFCA from all liabilities, claims and/or obligations whatsoever arising from, or under this Agreement. Non Agency. CONTRACTOR agrees not to purport to bind AMAFCA to any obligation not assumed herein by AMAFCA, unless the CONTRACTOR has expressed written approval and then only within the limits of that expressed authority. 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 Agreement. CONTRACTOR will immediately notify AMAFCA if it agrees to provide services to any other persons or entities during the term of this Agreement, and will provide to AMAF CA copies of any agreements entered into with those persons or entities if requested by AMAF CA, so that AMAFCA may determine if such services or representation will result in a con?ict of interest under this Agreement. Non Discrimination. CONTRACTOR 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. Amendment. This Agreement shall not be altered, changed, modi?ed or amended, except by instrument, in writing, executed by both parties. Applicable law. This Agreement shall be governed by the Laws of the State of New Mexico and the Ordinances, resolution, rules and regulations of AMAFCA and/or the City of Albuquerque. CONTRACTOR agrees to comply with the guidelines of the New Mexico Lobbyist Registration Act. The procurement Code Section 13?1-28 through 13?1?199, NMSA 1978, Comp. as amended, imposes civil and criminal penalties for its Violation. In addition, the New Mexico criminal statutes impose felony penalties for illegal bribes, gratuities and kick?backs. Work Product. All work and work product produced under this Agreement shall be and remain the exclusive property of AMAF CA and CONTRACTOR shall not use, sell, disclose or otherwise make available to anyone (individual, corporation Page 5 of 6 20. 21. 22. or organization), other than AMAF CA, any such work or work product or copies thereof. If applicable, the provisions of Sec. NMSA (1978), as amended, shall apply. Further, CONTRACTOR shall not apply for, in its name or otherwise, any copyright, patent or other property right or exclusive right relating to work product. Establishment and Maintenance of Records. Records shall be maintained by CONTRACTOR with respect to all matters covered by this Agreement. Except as otherwise authorized by AMAFCA, such records shall be maintained for a period of three (3) years after receipt of ?nal payment under this Agreement. Audits and Inspections. At any time during normal business hours, and as often as AMAFCA may deem necessary, there shall be made available to AMAF CA for examination all of records with respect to any and all matters covered by this Agreement. Insurance. CONTRACTOR will provide and maintain its own insurance, to include liability insurance, in amounts acceptable to industry standards. CONTRACTOR will also provide a copy of the current policy to AMAF CA on or before the effective date of this Agreement. IN WITNESS HEREOF, the parties have executed this Agreement as of the date ?rst written above. ALARID CONSULTING Vanessa Aland AMAF CA alg/ aiers, Chair Ronald D. Brown, Secretary Treasurer Page 6 of6 Acknowledgement This acknowledgement shall serve as notice to the AMAF CA Board of Directors that Alarid Consulting will partner with Mark Fleisher in providing lobbyist services to the AMAF CA Board. While the Board is aware that Mark Fleisher will be providing services this acknowledgement is provided in accordance with Section 7 in the PROFESSIONAL SERVICES CONTRACT (see below) executed December 16, 2010. 7. Subcontracting. The CONTRACTOR shall not subcontract any portion of the services to be performed under this Agreement, without the prior written approval of AMAFCA, unless otherwise stated herein. Nothing herein shall be construed as prohibiting CONTRACTOR from obtaining billfresolution dra?ing services from any agency, entity, or individual, provided AMAFCA approves such services a?er determining that such services are reasonable and necessary. Respectfully submitted by, Vanessa Alarid Alarid Consulting The undersigned acknowledge and approve Mark Fleisher?s relationship with Alarid and Associates as stated. i? . dag/2,4) ?Saiers, Chair Date div/M 0., \w Secretary Treasurer Date we! 2 crime}, PROFESSIONAL SERVICES CONTRACT This Agreement is hereby made and entered into by and between the ALBUQUERQUE METROPOLITAN ARROYO FLOOD CONTROL AUTHORITY (hereinafter and Alarid Consulting, located at 5818 Jones Pl NW, Albuquerque, NM 87105 (hereinafter on this day of 2014. WHEREAS, AMAFCA has found it necessary to retain the services of CONTRACTOR to assist AMAFCA in identifying and obtaining grant monies for necessary AMAFCA projects and for general lobbying services as further described below; and WHEREAS, AMAFCA desires to engage CONTRACTOR to provide said services; and WHEREAS, CONTRACTOR desires to provide such services under the terms and conditions of this Agreement. THEREFORE, IT IS HEREBY MUTUALLY AGREED by and between the parties that: 1. Scope of Work. CONTRACTOR shall: A. Perform as advisor and legislative liaison for AMAFCA for the period specified herein, to include daily legislative liaison coverage during the year 2015 regular session of the New Mexico State Legislature; B. Draft, analyze, and prepare proposed legislation prior to the session, including assistance in preparation of presentation packages for use in interim committee lobbying and regular legislative session committees; C. Interim Committee consultation and lobbying, including public relations, interim committee hearings if necessary, and consultation with Legislators and the Governor?s staff; D. Secure state grants, appropriations, and funding for local projects of E. Design and implement an aggressive educational campaign directed towards key state legislators and the administration leadership and staff on the important issues facing F. Conduct lobbying directed toward the passage of legislation during the session as directed by AMAFCA, including but not necessarily limited to legislation sponsored on behalf of AMAFCA. This will include apprOpriately informing Board of Directors and staff of committee and other hearings, and coordinating to provide testimony and other support; G. Review proposed legislation, both prior to and during the session, to identify those of interest of Page 1 of 6 Design and implement an aggressive funding request campaign to acquire funding appropriations for AMAFCA projects; Develop a detailed document outlining a strategic plan, to be referred to as The AMAFCA Legislative Strategy, for passing legislation and acquiring apprOpriations and funding for AMAFCA projects, and provide such document to the AMAFCA Board of Directors for its review and comment; Provide written quarterly status reports and written summary updates to the AMAFCA Board of Directors on the firm?s achievements as they relate to goals and objectives set forth in The AMAFCA Legislative Strategy; Presentation of legislative report and-recommendations to Board of Directors during and after the session; Meet with the appropriate state, federal and/or private agenciesfentities; represent AMAFCA at public hearings, committee meetings and/or selection committees; present and defend proposed projects, scopes of work, and budgets; and prepare handout materials for review by interested parties; Represent AMAFCA in front of other governmental agencies including but not limited to the City of Albuquerque, Bernalillo County, Middle Rio Grande Conservancy District, and'the Federal government, all as directed by Consult with the AMAFCA Board of Directors, AMAFCA Executive Engineer, and AMAFCA staff on the grant application process and, when requested, provide assistance and guidance in completing the applications; Report to the AMAFCA Board of Directors, AMAFCA Executive Engineer, staff, and attorney, as needed by Said services shall be in accordance with and meet professional standards, as determined by and The AMAFCA Board of Directors and/or AMAFCA Executive Engineer may assign additional duties to the CONTRACTOR as AMAFCA deems necessary in its sole discretion. Term. This Agreement shall be effective from January 1, 2015 through December 31, 2015, unless otherwise terminated pursuant to the termination provision herein. This Agreement shall not be effective until approved by the AMAFCA Board of Directors and signed by the Chair. At the mutual desire of the parties, this Agreement may be extended beyond the termination date in increments of one (1) year, but not to exceed a total term of four (4) years. Page 2 of 6 Compensation. AMAFCA shall pay CONTRACTOR under this Agreement as follows for the work performed: A. As compensation for all services to be rendered by CONTRACTOR herein, AMAFCA shall pay to CONTRACTOR the sum of Fifty?Four Thousand Dollars exclusive of for all services to be completed during the original term of this Agreement, which half of this sum (Twenty-Seven Thousand Dollars shall be paid to CONTRACTOR for services to be performed during January 2015, February 2015, and March 2015, and the remainder shall be paid to CONTRACTOR for services completed for the duration of this Agreement. Compensation for services performed during any extensions to this Agreement shall be by the mutual agreement of the parties and shall be negotiated by the parties prior to entering into the extension. B. Payment shall be made each month as approved by the AMAFCA Executive Engineer. Before payment is released, CONTRACTOR shall submit to AMAFCA a detailed invoice describing the services provided to AMAFCA during the prior month. Payment shall be in consideration of all work performed by CONTRACTOR during the prior month and no payment shall become due until all services described in the invoice have been provided to AMAFCA. Under no circumstances shall total compensation exceed Fifty?Four Thousand Dollars exclusive of unless otherwise agreed to in writing by the parties. C. No further amount(s), including mileage, postage expenses, expenses and costs for redistricting and interior sessions, expenses and costs for local jurisdictional meetings, or any other amount, cost, fee, or expense not specifically authorized herein shall be available under this Agreement. In the event additional work is required, such additional work shall only be authorized by the AMAFCA Board of Directors if embodied in written amendment to this Agreement executed prior to the additional work being performed. Diligent Representation. CONTRACTOR shall expend its efforts on behalf, as directed by Executive Engineer. CONTRACTOR has and may continue to represent clients in addition to AMAFCA, provided however, in performing under this Agreement, CONTRACTOR shall devote such time as is necessary to perform the required services. Termination. Either party, with or without cause, may terminate this Agreement upon thirty (30) days notice. Termination shall be by written notice which shall be hand delivered or mailed (certified mail, return receipt) to the other party. 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, termination is effective as of the time of delivery to the Page 3 of 6 10. 11. CONTRACTOR (personally or at his/her office) or when delivered to the AMAFCA Office. In no event shall termination nullify obligations of either party prior to the effective date of termination. Status 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 AMAFCA nor shall they be eligible to accrue sick leave, retirement benefits, use of AMAFCA vehicles, or any other benefits provided AMAFCA employees. Appropriation. The terms of this Agreement are contingent upon sufficient appropriations and authorization being made by AMAFCA for the performance of the Agreement. If sufficient authorizations are not made, this Agreement shall terminate upon written notice being given by AMAFCA to the CONTRACTOR. decision as to whether sufficient authorizations are available shall be accepted by the CONTRACTOR and shall be final. Subcontracting. The CONTRACTOR shall not subcontract any portion of the services to be performed under this Agreement, without the prior written approval of AMAFCA, unless otherwise stated herein. Nothing herein shall be construed as prohibiting CONTRACTOR from obtaining bill/resolution drafting services from any agency, entity, or individual, provided AMAFCA approves such services after determining that such services are reasonable and necessary. Assignment. The CONTRACTOR shall not assign or transfer any interest in the Agreement, or assign any claims for money due, or to become due, under this Agreement without the prior written approval of AMAFCA. Taxes. CONTRACTOR acknowledges that it, and it alone, shall be liable for and shall pay to the New Mexico Taxation and Revenue Department, the applicable gross receipts taxes on all monies paid to it under this Agreement and AMAFCA shall have no liability for payment of such tax. CONTRACTOR also acknowledges that it, and it alone, shall be liable to the State or Federal Governments and/or their agencies for income and self-employment taxes required by the law and that AMAFCA shall have no liability for payment of such taxes or amounts. Attorney?s Fees. In the event either party to this Agreement seeks enforcement of the terms of this Agreement through a court of law, each party shall be responsible for their own court costs and attorney?s fees. Entire Agreement. This Agreement represents the entire agreement and understandings of the parties and supersedes any and all prior oral or written agreements or understandings between the parties concerning the subject matter of this Agreement. The parties agree that no prior agreements or understandings, verbal or otherwise, shall be valid. Page 4 of 6 12. 13. 14. 15. 16. 17. 18. 19. Indemnification. CONTRACTOR agrees to indemnify and hold harmless AMAFCA, its elected officials, agents and employees from any and all claims, suits and causes of action which may arise from its performance under this Agreement unless specifically exempted by New Mexico law. CONTRACTOR further agrees to hold harmless AMAFCA from all claims for any injury or death sustained by CONTRACTOR, its employees, agents or other representatives while engaged in the performance of this Agreement. Release. CONTRACTOR agrees that upon final payment of the amount due under paragraph 3.A. of this Agreement, CONTRACTOR releases AMAFCA from all liabilities, claims and/or obligations whatsoever arising from, or under this Agreement. Non Agency. CONTRACTOR agrees not to purport to bind AMAFCA to any obligation not assumed herein by AMAFCA, unless the CONTRACTOR has expressed written approval and then only within the limits of that expressed authority. Con?ict of Interest. CONTRACTOR warrants that it presently has no interest or con?ict of interest and shall not acquire any interest or conflict of interest which would con?ict with its performance of services under this Agreement. CONTRACTOR will immediately notify AMAFCA if it agrees to provide services to any other persons or entities during the term of this Agreement, and will provide to AMAFCA copies of any agreements entered into with those persons or entities if requested by AMAFCA, so that AMAFCA may determine if such services or representation will result in a con?ict of interest under this Agreement. Non Discrimination. CONTRACTOR 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. Amendment. This Agreement shall not be altered, changed, modified or amended, except by instrument, in writing, executed by both parties. Applicable law. This Agreement shall be governed by the Laws of the State of New Mexico and the Ordinances, resolution, rules and regulations of AMAFCA and/or the City of Albuquerque. CONTRACTOR agrees to comply with the guidelines of the New Mexico Lobbyist Registration Act. The procurement Code Section 13?1?28 through 13?1?199, NMSA 1978, Comp. as amended, imposes civil and criminal penalties for its violation. In addition, the New Mexico criminal statutes impose felony penalties for illegal bribes, gratuities and kick?backs. Work Product. All work and work product produced under this Agreement shall be and remain the exclusive property of AMAFCA and CONTRACTOR shall not use, sell, disclose or otherwise make available to anyone (individual, corporation Page 5 of 6 or organization), other than AMAFCA, any such work or work product or copies thereof. If applicable, the provisions of Sec. NMSA (1978), as amended, shall apply. Further, CONTRACTOR shall not apply for, in its name or otherwise, any copyright, patent or other property right or exclusive right relating to work product. 20. Establishment and Maintenance of Records. Records shall be maintained by CONTRACTOR with respect to all matters covered by this Agreement. Except as otherwise authorized by AMAFCA, such records shall be maintained for a period of three (3) years after receipt of final payment under this Agreement. 21. Audits and Insuections. At any time during normal business hours, and as often as AMAFCA may deem necessary, there shall be made available to AMAFCA for examination all of records with respect to any and all matters covered by this Agreement. 22. Insurance. CONTRACTOR will provide and maintain its own insurance, to include liability insurance, in amounts acceptable to industry standards. CONTRACTOR will also provide a copy of the current policy to AMAFCA on or before the effective date of this Agreement. IN WITNESS HEREOF, the parties have executed this Agreement as of the date first written above. ALARID CONSULTING Vanessa Alarid AMAF CA Rona/1d D. Brown, Chair ATTEST: Cr- Bruce M. Thomson P.E., Secretary Treasurer Page 6 of 6