Payee Apricot Tree, LLC 24720 Vendor ID 645 Account Attn: Rick Martinez 3/31/2015 Description Discount I Amount NMFA-15-0001 APRICOT TREE LEGISLATIVE $0.00 $19,473.75 TotaI $0.00 $19,473.75 24720 Thousand Four Hundred Seventy Three and 75/100 Dollars 373112015 $19,473.75 Apricot Tree, LLC 688 Nancy's TraiI Santa Fe, NM 87507 Payee Apricot Tree, LLC 24720 Vendor ID 645 Account Attn: Rick Martinez 3/31/2015 Invoice Description I Discount I Amount NMFA-15-0001 APRICOT TREE LEGISLATIVE $0.00 $19,473.75 Totai $0.00 $19,473.75 The apricot Tree, LLC 683 Nancy's Trail Santa Fe, NM. 87507 Tel [50-5) 660370677 "llamas; agitate Authority Please Make Payable to: 2307 Shelby Street The Apricot Tree, LLC c/o Rick Martinez Santa Fe, NM. 8750?? 2015 Sixty Day Legislative Session: Ian. 21, 2015 March 21, 2015 Worked daily with the New Mexico Legislature to support the New Mexico Finance Authority?s mission by coordinating legislation approved by the NMFA Legislative interim Oversight Committee. Studied and monitored all legislation relating to the NMFA and daily reported such to the CEO and staff. Met with individual legislators on NMFA legislation and other legislation that had a direct impact on the NMFA. Daily, provided information to legislators and legislative staff and for legislation directly impacting the NMFA including reports, amendments or proposed amendments, and reports of conflicting legislation. Assisted legislators with NMFA sponsored legislation to get committee assignments and get legislation scheduled. Monitored committee assignments of NMFA legislation and other conflicting legislation and daily reported to the NMFA CEO and other staff lf-i'l'lil'fii l- 1 8,000.00 Neal (.23 Trill-i 1,473,75 19,473.75 its?) Thank you for your business! lam: amass/W go" SMALL PURCHASE CONTRACT DETERMINATION Apricot 'l?ree?Government Consultants, LLC Legislative Coordinating Services (Pro-Legislative and 60-Day Legislative Session 2015) The New Mexico Finance Authority (?Finance Authority?) requires the services of Apricot Tree- Consultants, LLC (?Contractor?) to perform legislative coordinating services for the Finance Authority during the 2015 60-Day Legislative Session and through the remainder of the year. Contractor has worked closely with the Finance Authority during many past legislative sessions and it would not be prudent or feasible to assign this specialized work to another person or ?rm for the upcoming legislative session. Contractor will assist the Chief Executive Of?cer during the legislative session which includes: assisting the CEO by speci?cally working with the Legislature to support the Finance Authority?s mission by coordinating Finance Authority legislation approved by the interim Legislative Finance Authority Oversight Committee; providing information directly relating to proposed Finance Authority legislation to sponsors, including without limitation, reports, con?icting legislation, proposed amendments, and other information that may be requested from time to time by the monitoring committee meetings to determine whether the Finance Authority is impacted; and providing any other information requested by the CEO. Contractor carries the knowledge and experience to perform the moccasary services for the Finance Authority. Contractor has been very successful in working with the Finance Authority in prior sessions. Furthermore, there are deadlines involved in these services which would create a hardship to the Finance Authority in bringing another person or ?rm up to speed. Contractor will not provide testimony or prepare any presentations regarding any matters pertaining to current or pending legislation. Contractor is not a ?lobbyist? as that term is de?ned in of the Lobbyist Regulation Act (the and Contractor will not be responsible for complying with the registration requirements that pertain to lobbyists speci?cally set forth in ?2~l 1-3 of the Act. The Board?s Procurement Policy provides that the Finance Authority obtain at least three (3) quotes unless the CEO makes a written determination that there are no providers for these services. It is in the best interest of the Finance Authority to waive the three (3) quotes for the above stated reasons and that the Finance Authority enter into a small purchase contract with Contractor. This constitutes the written determination for compliance with the Finance Authority?s Procurement Policy concerning and approving this small purchase procurement which shali be maintained in the procurement file on this matter. Worthy; I .. Robert P. Coalter, Chief Executive Of?cer NEW MEXICO FINANCE AUTHORITY PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (?Agreement?) is made and entered into by and between the New Mexico Finance Authority (?Finance Authority?) and The Apricot Tree - Govemment Consultants, LLC (?Contractor?), collectively referred to as the ?Parties?. The Parties agree as follows: 1. The Contractor, as requested by the Finance Authority, shall perform the following services at the direction of the Chief Executive Of?cer: 21. assist the Chief Executive Of?cer by speci?cally working with the New Mexico State Legislature to support Finance Authority?s mission by coordinating Finance Authority legislation approved by the Interim Legislative Finance Authority Oversight Comn?ttee, is. provide information directly relating to preposed Finance Authority legislation to sponsors, including without limitation, reports, con?icting legislation, proposed amendments, and other information that may be requested from time to time by the I Chief Executive Of?cer, 0. monitor committee meetings to determine whether the Finance Authority is impacted, and c1. perform any other task reasonable requested by the Finance Authority as authorized by its Chief Executive Officer. 2. Compensation. a. Services: The Finance Authority shall pay to the Contractor as compensation for services rendered upon ?lli and satisfactory completion, in the sole discretion of the Finance Authority, of the services, reports and deliverables outlined in the Scope of Work, plus applicable New Mexico Gross Receipts Tax, as follows: i. $1,000 for each pre-legislative session. ii. $18,000 for each 60-Day Legislative Session. $500 per day for Legislative Oversight hearings. iv. Reimburse Contractor for necessary and reasonable expenSes up to $1,500. Any excess amount over $1,500 shall be the responsibility of the Contractor. 13. Payment: Payment shall be made to Contractor after receipt and review of a detailed statement from the Contractor, for services rendered to the Finance Authority. If requested by the Finance Audiority, a detailed estimate of all items for which the Contractor will request reimbursement will be provided to the Finance Authority in advance of actual expenditures. c. 61033 Receipts Taxes and Expenses. The Contractor shall bill the Finance Authority for reimbursement of gross-receipts taxes levied on fees paid and disbursements reimbursed to Contractor under this Agreement including reimbursement of reasonable and necessary out?of?pocket expenses as approved by the Finance Authority. The Contractor shall not bill the Finance Authority for overhead expenses. The Contractor is responsible for paying to the New Mexico Taxation and Revenue Departnrent all gross receipts taxes levied on amounts paid under this Agreement. d. Not to Exceed. The total compensation paid under this Agreement shall not exceed Twenty Eight Thousand Dollars including reimbursement of expenses and gross receipts taxes. 3- Em This Agreement is effective on January I, 2015 and shall continue in effect until December 31, 2015, unless it is terminated earlier pursuant to Paragraph 4 of this Agreement. or at the time Contractor has received the maximum compensation permitted under this Agreement. This Agreement may be extended annually, by written mutual consent of the parties, for up to an additional three years but under no circumstances may the term of this Agreement exceed four years, including any extensions. 4. 16mm. a. Termination for Cause: In addition to the Finance Authority?s legal and equitable rights and remedies, the Finance Authority may terminate this Agreement at any time: for Contractor?s negligence, misconduct or breach of a term or condition of this Agreement, including but not limited to, failing to meet the Standard of Care outlined in Section 5 below; (ii) failure to perform the Scope of Work as provided herein for any reason; or if the Finance Authority determines that, as the result of any occurrence or change of circumstances involving Connector, the continued association with Contractor as provided hereunder would have an adverse impact on the name, image, reputation, goodwill or proprietary rights of the Finance Authority. b. Termination for No Cause: The Finance Authority may terminate this Agreement at any time for no cause, act only to the Finance Authority?s obligation to pay Contractor the unpaid compensation for services already performed as set forth in Paragraph 2 above. 5. Standard of Care. Contractor hereby represents that it is an expert in providing the services contemplated by this Agreement. Therefore, over and above, and in addition to, any ?duciary or other obligations under applicable law, Contractor agrees that it shall at all times exercise at least the degree of care and competence as would a professional expert with superior skills in providing the services outlined in the Scope of Work 6. Mean Following the effective date of this Agreement, the Key Person (as de?ned below) shall be the principle individual responsible for the performance of the Scope of Work. The Contractor shall not substitute any other professionals in lieu of any of the Key People for the performance of the Scope of Work without ?rst receiving written consent of the Finance Authority. Should the Contractor release the Key Person from the employment of the Contractor during the term of this Agreement or for any reason the Key Person terminates his or her responsibilities for the Contractor or becomes unable to maintain his or her responsibilities for the Contractor under this Agreement, the Finance Authority shall be noti?ed by the Contractor seven (7) calendar days prior to such event and be provided the right to terminate this Agreement. The Key Person shall be Rick Martinez. Status of Contractor. The Contractor is an independent contractor performing professional services for the Finance Authority as described above, and nothing herein contained shall be deemed to create an agency relationship between Contractor and the Finance Audlority and Contractor is not an employee of the Finance Authority. In no event shall Contractor be entitled to participate in, or be entitled to receive any bene?ts from, the Finance Authority?s employee bene?t plan, nor shall Contractor be entitled to accrue leave, retirement, insurance, bonding authority, use of Finance Authority vehicles, or any other bene?ts, except as specifically set forth in this Paragraph 7, accorded to employees of the Finance Authority as a result of this Agreement. The Contractor is not a ?lobbyist? as that term is de?ned in of the Lobbyist Regulation Act (the and will not be responsible for complying with the registration requirements that pertain to lobbyists speci?cally set forth in ?2-11?3 of the Act. The Contractor acknowledges that it is responsible for any and all reporting required to be made to any taxing authority for income tax proposes. The provisions of this Paragraph 7 shall survive the expiration or earlier termination of this Agreement. 8. Liti ation/Re at Action As of the effective date of this Agreement, the Contractor is not aware of any regulatory or self-regulatory investigation or legal or arbitration proceeding against the Contractor or any notice of a regulator in respect of the Contractor that has not been disclosed to the Finance Authority and, if after the date hereof, the Contractor should become aware of any regulatory or self~regulatory investigation or notice (other than routine information requests that the Contractor reasonably believes are not targeted at the Contractor but is instead an industry-wide request) or any legal or arbitration proceeding ?led against the Contractor, the Contractor shall inform the Finance Authority of such investigation or lawsuit and in any event within ?ve (5) calendar days after learning of such investigation or lawsuit. 9. Assignment. The Contractor shall not assign or transfer any interest in this Agreement or assign any claims for money due or to become due under this Agreement without the prior written approval of the Finance Authority. 10. anagram. The Contractor shall not subcontract any portion of the services to be performed under this Agreement without prior approval of the Finance Authority. All fees and expenses of any approved subcontractor shall be billable by the subcontractor directly to the Contractor and paid by the Contractor to the subcontractor. The Finance Authority is not responsible to any subcontractor for any fees, expenses, or payment of any kind. The Contractor assumes ?rll and complete responsibility and liability for each subcontractor?s performance of services under the Agreement and such performance shall be judged in accordance with the Standard of Care set out in Section 5 herein 11. Products and Services/Copyright. All materials deveIOped or acquired by the Contractor under this Agreement are the property of the Finance Authority and shall be delivered to the Finance Authority no later than the termination date of this Agreement. Nothing produced, in whole or in part, by the contractor wider this Agreement shall be the subject of an application for copyright by or on behalf of the Contractor. Contractor shall acquire no right under this Agreement to use, and shall not use, the name ?Finance Authority? or designs of the Finance Authority. 12. Records and Audits. The Contractor shall maintain detailed records of all fees and expenses for three years from the expiration or termination of the Agreement. Those records shall be subject to inspections and audit by the Finance Authority and its authorized representatives. The Finance Authoiity shall have the right to audit billings both before and after payment. Payment under this Agreement shall not foreclose the right of the Finance Authority to recover excessive or illegal payments. 13. The Contractor shall, upon ?nal payment of the amount due under this Agreement, release the Finance Authority, its of?cers and employees, from all liabilities, claims and obligations whatsoever arising from or under this Agreement. The Contractor agrees not to pinpon; to bind the Finance An?ioiity to any obligations not assumed herein by the Finance Authority, unless the Contractor has express written authorization to do so and then only within the strict limits of that authorizatioo. 14. Con?dentiali?r. Any con?dential information provided to or developed by Contractor in the performance of this Agreement shall be kept con?dential and shall not be made available to any individual or organization by Contractor without mitten approval of the Finance Authority. Contractor shall wholly and fully indemnify the Finance Authority against any and all losses, damages, costs, expenses, legal fees and liability resulting or arising from the release of information in violation of this Section 14 by Contractor, its of?cers, employees, subcontractors, af?liates or anyone under the control of Contractor. 15. Con?ict of Interest. The Contractor warrants that the Contractor currently has no interest and shall not acquire any interest, direct or indirect, that does or would con?ict in any manner or degree with the performance of services required under this Agreement. 16. Amendment. This Agreement shall not be altered, changed, or amended except by an instrument in writing that is executed by both Parties. 17. bigger. This Agreement shall incorporate all the agreements, covenants, and understandings between the Parties hereto concerning the subject matter thereof, and all such covenants, agreements and understandings, oral or otherwise, of the parties shall not be valid or enforceable unless embodied in this Agreement. 18. m. No waiver of any breach of this Agreement or any of the terms or conditions thereof shall be held to be a waiver of any other or subsequent breach, nor shall any waiver be valid unless the same shall be in writing and signed by the party alleged to have granted the waiver. 19. All notices, or other communications regarding the implementation of this Agreement shall be in writing and shall be deemed to have been given when delivered by registered or certi?ed mail or overnight carrier. The Finance Authority may, in its sole discretion, call for a notice to be effective if sent by facsimile communication upon telephonic con?rmation to the sender of receipt of the facsimile. Notices shall be addressed to: Finance Authority: Name: Daniel C. Oppennan Title: General Counsel Address: New Mexico Finance Authority 20'? Shelby Street, Santa Fe, NM 87501 Contractor: Name; Apricot Tree Government Consultants, LLC c/o Rick Martinez Address: 68B Nancys Trail Santa Fe, NM 8750? 20. Scope of Agreement. This Agreement incorporates all the agreements and understandings between the parties concerning its subject matter, and all agreements and understandings have been merged into this Agreement. No prior or contemporaneous agreement or understanding, verbal or otherwise, of the parties or their agents concerning the subject matter of this Agreement is valid or enforceable unless included in this Agreement. 21- mm. Contractor shall indemnify and hold the Finance Authority, its of?cers, directors, agents, employees and assigns, harmless from and against any and all claims, demands, suits judgments, losses or expenses of any nature whatsoever (including attorneys? fees) arising out of any material breach of Contractor?s representations and warranties as set forth herein, any third party claim of infringement regarding the Services, or any other failure of Contractor to comply with the obligations to be performed hereunder. Notwithstanding anything to the contrary above, Contractor shall have no indemni?cation obligations under this Paragraph 21 with respect to any claims that the Finance Authority (in its reasonable and good faith business judgment} determines are so-called ?frivolous? or ?huisance? claims. The provisions of this Paragraph 21 shall survive the expiration or sooner termination of this Agreement. 22. Penalties for Violation of Law. The New Mexico criminal statutes impose felony penalties for bribes, illegal gratuities and kickbacks. 23, Equal Otmortunitvr Compliance. The Contractor agrees to abide by all Federal and State laws and rules and regulations, and Executive orders of the Governor of the State of New Mexico, pertaining to equal employment opportunity. 24. Applicable Law. This Agreement shall be governed by the laws of the State of New Mexico. 25. No Guarangg. Contractor acknowledges and agrees that by providing the Services, the Finance Authority is not obligated to offer Contractor any further employment opportunities with the Finance Authority and that Contractor is perfolming such Services only for the duration of the Term of this Agreement, unless the Finance Authority, in its sole discretion, detennines to do otherwise. 26. Full Anthony. Contractor and the Finance Authority represent that each has all rights, power and authority necessary to enter into and perform this Agreement, (ii) that neither Contractor nor the Finance Authority has granted any third party rights inconsistent with the rights and obligations of the other party, and both Contractor and the Finance Authority shall reasonably cooperate wi?t the other party in ccnnection with their respective rights and obligations. 27. FacsimilefCounteroarts. This Agreement may be executed in counterparts and may be returned signed by electronic e-mail or facsimile. r42. IN WITNESS WHEREOF, the parties have executed this Agreement as of this day of 0g; 53, 2014. NEW MEXICO AUTHORITY Robert P. Coalter Chief Executive Of?cer Reviewed and approved as to fonn and legal suf?ciency by the Of?ce of General Counsel as of this day of Jae-u 014. By: Daniel C. Opperman General Counsel APRICOT TREE - GOVERNMENT CONSULTANTS, LLC My Rick Martinez NM. Tax ID. #1 03-305433?00-9 Payee Mercedes G. Romero 23436 Vendor ED 198 Account 2/26/2014 invoice Description Discount I Amount 2/20/14 MGR 2/20/14 MGR SERVICES 2/8/14 2/20/14 $0.00 $9,736.88 Tote! $0.00 $9,736.88 23436 Thousand Seven Hundred Thirty Six and 88/100 Doilars 2/26/2014 $9,736.88 Mercedes G. Romero 508 Ciro/e Drive Santa Fe, NM 87501 Payee Mercedes G. Romero 23436 Vendor KB 198 Account 2/26/2014 Invoice I Description Discount Amount 2/20/14 MGR 2/20/14 MGR SERVICES 2/8/14 - 2/20/14 $0.00 $9,736.88 Total $0.00 $9736.88 February 20, 2014 NEW MEXICO FINANCE AUTHORITY STATEMENT FOR SERVICES RENDERED Covering the period from January 8, 2014 through February 20, 2014: Provided services at the New Mexico Legislature, under the direction of the Chief Executive Of?cer: January 8, 2014 through February 20, 2014 -- 9,000.00 Gross Receipts tax at the rate of 8.1875% 736.88 9,736.88 I hereby certify that the work described herein has been performed and no previous payment for the amount due has been received. Mercedes G. Rom?ro 2/2 are? Date I NM Tax #02-033659?00 4 DETERMINATION (Legislative Session 2014) The NMFA requires the services Mercedes G. Romero to perform scheduling coordinating services pertaining to legislative matters related to the operations and programs of the NMFA during the upcoming 2014 legislative session. Ms. Romero will assist the NMFA during the legislative session which includes attending interim meetings, breakfast or lunch meetings, special sessions, and any other necessary events to acclimate the Chief Executive Officer with staff or individuals connected with the legislative process. It would be prudent and feasible to enter into a small purchase agreement with Ms. Romero due to her familiarity with NMFA and its programs. Ms. Romero has served as our legislative liaison for several years and it would not be prudent or feasible to assign this specialized work to another person or firm for the upcoming special legislative session. Ms. Romero carries the knowledge and experience with the NMFA to perform the necessary services. Ms. Romero has been successful in helping get our legislation passed in prior sessions. Ms. Romero?s contract amount is not expected to exceed $9,000 which includes reimbursement for reasonable expenses. The Procurement Policy, Section IVA, provides that the Authority obtain at least three (3) quotes unless the Chief Executive Officer makes a written determination that there are no providers for these services. I have determined that obtaining three (3) quotes be waived for the above stated reasons and that it is in the best interests of the NMFA to enter into a small purchase agreement with Ms. Romero. This constitutes the written determination for compliance with our Procurement Policy concerning and approving this small purchase procurement which shall be maintained in the procurement file on this matter. f. I Robert P. Coalter, Chief Executive Officer PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT --is being made and entered into effective as of January 8, 2014 between the New Mexico Finance Authority (?Finance Authority?) and Mercedes G. Romero (?Contractor?) for the services de?ned in paragraph 1 below. 1. Scope of Work. The Contractor, at the direction of the Finance Authority?s Chief Executive Of?cer will assist the CEO, in support of the Finance Authority?s mission, by providing scheduling coordinating services pertaining to legislative matters related to the operations and programs of the Finance Authority during the Term (as de?ned. below in Paragraph 3) (?Services?): 2. Compensation. . . at? Services: The Finance Authority shall pay to the Contractor as compensation for services rendered for a total not to exceed contract amount in the sum of $9,000, which amount does not include Gross Receipts Taxes. The total sum of $9,000 includes reimbursement for reasonable expenses for travel, meals and transportation as further provided under subsection 0, Payment, of this Paragraph 2. Gross Receipts Taxes: The Finance Authority shall pay the Contractor the New Mexico Gross Receipts Tax for which the Contractor is liable on the amount of compensation payable under this Agreement. Payment: Payment shall be made to Contractor every two weeks, after receipt and review of a detailed statement from the Contractor, for services rendered to the Finance Authority. If requested by the CEO or his designee, a detailed estimate of all items for which the Contractor will request reimbursement will be provided to the Finance Authority in advance of actual expenditures. 3. m. This Agreement is effective on January 8, 2014 and shall continue in effect until February 20, 2014, unless it is terminated earlier pursuant to Paragraph 4 of this Agreement. 4. Termination. This agreement may be terminated without cause by either party at least seven days prior to the intended date of termination. A termination pursuant to this provision does not nullify a party?s obligations for performance or liabilities for failure to perform already incurred prior to the date of termination. 5. Assignment. The Contractor shall not assign or transfer any interest in this Agreement or assign any claims for money due or to become due under this Agreement Without the prior written approval of the Finance Authority, which approval the Finance Authority may withhold in its sole discretion. An approved assignment or transfer shall include a provision that binds the assignee or transferee to all terms and conditions of this Agreement. 6. Status of Contractor. The Contractor is an independent contractor performing professional services for the Finance Authority as described above, and nothing herein contained shall be deemed to create an agency relationship between Contractor and the Finance Authority and Contractor is not an employee of the Finance Authority. In no event shall Contractor be entitled to participate in, or be entitled to receive any bene?ts from, the Finance Authority?s employee benefit plan, nor shall Contractor be entitled to accrue leave, retirement, insurance, bonding authority, use of Finance Authority vehicles, or any other bene?ts accorded to employees of the Finance Authority as a result of this Agreement. . The Contractor acknowledges that all sums received hereunder are personally reportable for self-employment tax. The provisions of this Paragraph 6 shall survive the expiration or earlier termination of this Agreement. 7. Subcontracting. This Agreement is for the personal Services of the Contractor and may not be assigned by Contractor, nor shall it be assignable by operation of law, without the prior written approval of. the Finance Authority, which consent the Finance Authority may withhold in its sole discretion. 8. Products and Services/Copyright. All materials developed or acquired by the Contractor under this Agreement are the property of the Finance Authority and shall be delivered to the Finance Authority no later than the termination date of this Agreement. Nothing produced, in whole or in part, by the contractor under this Agreement shall be the subject of an application for copyright by or on behalf of the Contractor. Contractor shall acquire no right under this Agreement to use, and shall not use, the name ?Finance Authority? or designs of the Finance Authority. 9. Records and Audits. The Contractor shall maintain detailed time records that indicate the date, time and nature of services rendered. These records shall be provided by the Contractor for inspection by the Finance Authority and the New Mexico State Auditor upon written request by the Finance Authority. The Finance Authority has the right to audit billings both before and after payment. Payment under this Agreement is not a waiver of the right of the Finance Authority to recover excessive or illegal payments, or prevent the Finance Authority from seeking all other legal remedies available. 10. m. The Contractor, upon ?nal payment of the amount due under this Agreement, or in the event this Agreement is terminated pursuant to the provisions of Paragraph 4, upon ?nal payment for all services rendered prior to the termination date, releases the Finance Authority, its of?cers and employees, and the State of New Mexico, from all liabilities, claims and obligations whatsoever arising from or under this Agreement. 11. Authority. The Contractor agrees not to purport to bind the Finance Authority to any obligation not assumed herein by the Finance Authority, unless the Contractor has express written authority to do so, and then only within the strict limits of that authority. 12. Confidentiality. Contractor may, during the course of providing services hereunder, have access to and acquire knowledge from material, data systems and other information of or with respect to the Finance Authority. Any knowledge acquired by Contractor from such material, data systems or other information shall not be used, published or divulged by Contractor to any other person, ?rm or corporation, in any advertising or promotion regarding Contractor or her services or in any other manner whatsoever without ?rst having obtained the written permission of the Finance Authority, which permission the Finance Authority may withhold in its sole discretion. The provisions of this Paragraph 12 shall survive the expiration or sooner termination of this Agreement. 13. Con?ict of Interest. The Contractor warrants that the Contractor currently has no interest and shall not acquire any interest, direct or indirect, that does or would con?ict in any manner or degree with the performance of services required under this Agreement. 14. Amendment. This Agreement shall not be altered, changed of amended except by written instrument executed and approved by both the Contractor and the Finance Authority. 15. Scope of Agreement. This Agreement incorporates all the agreements and understandings between the parties concerning its subject matter, and all agreements and understandings have been merged into this Agreement. No prior or contemporaneous agreement or . .. .. understanding, verbal or otherwise, of the parties or their agents concerning the subject matter of this Agreement is valid or enforceable unless included in this Agreement. 16. ?rm. The New Mexico criminal statutes impose felony penalties for bribes, illegal gratuities and kickbacks. 17. Equal Opportunity Compliance. The Contractor agrees to abide by all Federal and State laws and rules and regulations, and Executive orders of the Governor of the State of New Mexico, pertaining to equal employment opportunity. In accordance with all such laws and rules and regulations, and executive orders of the Governor of the State of New Mexico, the Contractor agrees to assure that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, sexual orientation, age or handicap, be excluded from employment with or participation in, be denied the. bene?ts of or be otherwise subjected to discrimination under any program or activity performed under this Agreement. If the Contractor is found to not be in compliance with these requirements during the life of the Agreement, Contractor agrees to take appropriate steps to correct de?ciencies. 18. Indemni?cation. Contractor shall indemnify and hold the Finance Authority, its of?cers, directors, agents, employees and assigns, harmless from and against any and all claims, demands, suits judgments, losses or expenses of any nature whatsoever (including attorneys? fees) arising out of any material breach of Contractor?s representations and warranties as set forth herein, any third party claim of infringement regarding the Services, or any other failure of Contractor to comply with the obligations to be performed hereunder. Notwithstanding anything to the contrary above, Contractor shall have no indemni?cation obligations under this Paragraph 18 with respect to any claims that the .5. I . Finance Authority (in its reasonable and good faith business judgment) determines are so- called ?frivolous? or ?nuisance? claims. The provisions of this Paragraph 18 shall survive the expiration or sooner termination of this Agreement. 19. Applicable Law. This Agreement shall be governed by the laws of the State of New Mexico. 20. Full Authority. Contractor and the Finance Authority represent that each has all rights, power and authority necessary to enter into and perform this Agreement, (ii) that neither Contractor nor the Finance Authority has granted any third party rights inconsistent with the rights and obligations of the other party, and both Contractor and the Finance Authority shall reasonably cooperate with the other party in connection with their respective rights and obligations. 21. FacsimilefCounterparts. This Agreement may be executed in counterparts and may be returned signed by electronic e?mail or facsimile. Signature Page Follows IN WITNESS WHEREOF, the parties have executed this Agreement on the day of January, 2014. NEW MEXIC ANCE AUHORITY MW Chief Executive Of?cer Reviewed and approved as to form and legal suf?ciency by the Of?ce of General Counsel on this date of January 2014. MM Daniel C. Opperman General Counsel CONTRACTOR ByIM?Lb?g?ljJ?gyl/?m Mercedes G. Romero 508 Circle Drive Santa Fe, NM 87501 N.M. Tax ID. 02-033659-004 .. . . .. . .