Contract IDii SLO 15?]

 

STATE OF NEW MEXICO

NEW MEXICO STATE LA ND OFFICE
PROFESSIONAL SERVICES CONTRACT it 

THIS AGREEMENT is made and entered into by and between the. State of New Mexico,
STATE LAND OFFICE, hereinafter referred to as the ?Agency,? and A LONE WOLF,
hereinafter referred to as the ?Contractor,? and is effective as of the date set forth below upon
which it is executed by the Department of Finance and Administration (DEA).

IT IS AGREED BETWEEN THE PARTIES:

1. Scope of Work.
The Contractor shall perform the following work:
All work for this contract shall be performed by Ronny Rardin of A Lone Wolf.
Contractor shall work as an inventory and contract consultant to review, audit, and
provide an accounting of all facilities and equipment owned, leased or utilized by the State Land

Office. Contractor will report findings to the and shall make recoinrnendations
for efficiencies, improvements and cost saving measures.

Contractor will work as a legislative analyst for the Land for the 20l5
Legislative Session in order to assist in analyzing legislation and communicate with legislators
on behalf of the Land Commissioner.

Contractor will act as an liaison for the Land Commissioner to all
other federal, state and local governmental entities to assist in establishing governmental
relationships to and to address issues arising from the interface with other agencies.

Contractor will act as a transition analyst to assist the Land Commissioner in evaluating,
improving and reorganizing the Land Office, and in that capacity contractor will carry out any
related activities necessary as may be assigned by the Land Commissioner.

2. Compensation.

A. The Agency shall pay to the Contractor in full payment for services satisfactorily
performed at the rate of seven thousand five hundred dollars per month, such
compensation not to exceed excluding gross receipts tax. The New Mexico gross
receipts tax levied on the amounts payable underthis Agreement totaling shall be
paid by the Agency to the Contractor. The total amount payable to the Contractor under this
Agreement, including gross receipts tax and expenses, shall not exceed This
amount is a maximum and not a guaranteethat the work assigned to be performed by
Contractor under this Agreement shall equal the amount stated herein. The parties do not
intend for the Contractor to continue to provide services without compensation when the
total compensation amount is reached. Contractor is responsible for notifying the Agency
when the services provided under this Agreement reach the total compensation amount. In
no event will the Contractor be paid for services provided in excess of the total

Contract SLO 15?]

compensation amount without this Agreement being amended in writing prior to those
services in excess of the total compensation amount being provided.

B. Payment is subject to availability of funds pursuant to the Appropriations
Paragraph set forth below and to any negotiations between the. parties from year to year pursuant
to Paragraph 1, Scope of Work, and to approval by the DEA. All invoices MUST BE received by
the Agency no later than fifteen (15) days after the termination of the Fiscal Year in which the
services were delivered. invoices received after such date WILL NOT BE PAID.

C. Contractor must submit a detailed statement accounting for all services performed
and expenses incurred. 1f the Agency finds that the services are not acceptable, within thirty days
after the date of receipt of written notice from the Contractor that payment is requested, it shall
provide the Contractor a letter of exception explaining the defect or objection to the services, and
outlining steps the Contractor may take to provide remedial action. Upon certification by the
Agency that the services have been received and accepted, payment shall be tendered to the
Contractor within thirty days after the date of acceptance. If payment is made by mail, the
payment shall be deemed tendered on the date it is postmarked. However, the agency shall not

incur late charges, interest, or penalties for failure to make payment within the time specified
herein.

3. Term.

THIS AGREEMENT SHALL NOT BECOME EFFECTTVE UNTIL APPROVED BY
THE DEA. This Agreement shall terminate on March 31, 2015 unless terminated pursuant to
paragraph 4 or paragraph 5 (Appropriations). In accordance with NMSA 1978, 
13-1?150, no contract term for a professional services contract, including extensions and
renewals, shall exceed four years, except as set forth in NMSA 1978, 13? -150.

4. Termination.

A. Grounds. The Agency may terminate this Agreement for convenience or cause.
The Contractor may only terminate this Agreement based upon the Agency?s uncured, material
breach of this Agreement.

B. Notice: Agency Opportunity to Cure.

1. Except as otherwise provided in Paragraph the Agency shall
give Contractor written notice of termination at least thirty (30) days prior to the intended date of
termination.

2. Contractor shall give Agency written notice of termination at least thirty
(30) days prior to the intended date of termination, which notice shall identify all the
Agency?s material breaches of this Agreement upon which the termination is based and (ii) state
what the Agency must do to cure such material breaches. Contractor?s notice of termination
shall only be effective if the Agency does not cure all material breaches within the thirty (30)
day notice period or (ii) in the case of material breaches that cannot be cured within thirty (30)
days, the Agency does not, within the thirty (30) day notice period, notify the Contractor of its
intent to cure and begin with due. diligence to cure the material breach.

3. Notwithstanding the foregoing, this Agreement may be terminated
immediately upon written notice to the Contractor if the Contractor becomes unable to
perform the services contracted for, as determined by the Agency; (ii) if, during the term of this

Contract SLO 15??

Agreement, the Contractor is suspended or debarred by the State Purchasing Agent; or the
Agreement is terminated pursuant to Paragraph 5, ?Appropriations?, of this Agreement.

C. Liability. Except as otherwise expressly allowed or provided under this
Agreement, the Agency?s sole liability upon termination shall be to pay for acceptable work
performed prior to the Contractor?s receipt or issuance of a notice of termination; provided,
however, that a notice of termination shall not nullify or otherwise affect either party?s liability
for prewtermination defaults under or breaches of this Agreement. The Contractor shall submit an
invoice for such work within thirty (30) days of receiving or sending the notice of termination.
THIS PROVISION IS NOT EXCLUSIVE AND DOES NOT WAIVE THE OTHER

LEGAL RIGHTS AND REMEDIES CAUSED BY THE CONTRACTOR DEFA 
OF THIS AGREEMENT.

D. Termination Management. Immediately upon receipt by either the Agency or the
Contractor of notice of termination of this Agreement, the Contractor shall: 1) not incur any
further obligations for salaries, services or any other expenditure of funds under this Agreement
without written approval of the Agency; 2) comply with all directives issued by the Agency in
the notice of termination as to the performance of work under this Agreement; and 3) take such
action as the Agency shall direct for the protection, preservation, retention or transfer of all
preperty titled to the Agency and records generated under this Agreement. Any nonuexpendable
personal property or equipment provided to or purchased by the Contractor with contract funds

shall become property of the Agency upon termination and shall be submitted to the agency as
soon as practicable.

5. Appropriations.

The terms of this Agreement are contingent upon sufficient appropriations and
authorization being made by the Legislature. of New Mexico for the performance of this
Agreement. If sufficient appropriations and authorization are not made by the Legislature, this
Agreement shall terminate immediately upon written notice being given by the. Agency to the
Contractor. The Agency's decision as to whether sufficient appropriations are available shall be
accepted by the Contractor and shall be final. 1f the Agency proposes an amendment to the
Agreement to unilaterally reduce- funding, the Contractor shall have the option to terminate the

Agreement or to agree to the reduced funding, within thirty (30) days of receipt of the proposed
amendment.

6. Status of Contractor.

The Contractor and its agents and employees are independent contractors performing
professional services for the. Agency and are not employees of the State of New Mexico. The
Contractor and its agents and employees shall not accrue leave, retirement, insurance, bonding,
use of state vehicles, or any other benefits afforded to employees of the State of New Mexico as
a result of this Agreement. The Contractor acknowledges that all sums received hereunder are
reportable by the Contractor for tax purposes, including without limitation, and
business income tax. The Contractor agrees not to purport to bind the State of New Mexico

unless the Contractor has express written authority to do so, and then only within the strict limits
of that authority.

Contract SLO 15?3

7. 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 appro ?'al
of the Agency.

8. Subcontracting.

The Contractor shall not subcontract any portion of the services to he performed under
this Agreement without the prior written approval of the Agency. No such subcontract shall
relieve the primary Contractor from its obligations and liabilities under this Agreement, nor shall
any subcontract obligate direct payment from the Procuring Agency.

9. Release.

Final payment of the amounts due under this Agreement shall operate as a release of the
Agency, its officers and employees, and the State of New Mexico from all liabilities, claims and
obligations whatsoever arising from or under this Agreement.

10. Confidentiality.

Any confidential information provided to or developed by the Contractor in the
performance of this Agreement shall be kept confidential and shall not be made available to any
individual or organization by the Contractor without the prior written approval of the Agency.

11. Product of Service Copyright.

All materials developed or acquired by the Contractor under this Agreement shall become
the property of the State of New Mexico and shall be delivered to the Agency no later than the
termination date of this Agreement. Nothing developed or produced, in whole or in part, by the

Contractor under this Agreement shall he the subject of an application for copyright or other
claim of ownership by or on behalf of the Contractor.

12. Conflict of Interest; Governmental Conduct Act.

A. The Contractor represents and warrants that it presently has no interest and,
during the term of this Agreement, shall not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance or services required under the Agreement.

B. The Contractor further represents and warrants that it has complied with, and,
during the term of this Agreement, will continue to comply with, and that this Agreement
complies with all applicable provisions of the Governmental Conduct Act, Chapter 10, Article 16
NMSA 1978. Without in any way limiting the generality of the foregoing, the Contractor
specifically represents and warrants that:

l) in accordance with NMSA 1978, 10?16-43, the Contractor does not
employ, has not employed, and will not employ during the. term of this Agreement any
Agency employee while such employee was or is employed by the Agency and
participating directly or indirectly in the Agency?s contracting process;

2) this Agreement complies with NMSA 1978, 10'16-7tA) because the
Contractor is not a public officer or employee of the State; (ii) the Contractor is not a
member of the family of a public officer or employee of the State; the Contractor is
not a business in which a public officer or employee or the family of a public officer or

Contract SLO 15?]

employee has a substantial interest; or (iv) if the Contractor is a public officer or
employee of the State, a member of the family of a public officer or employee of the
State, or a business in which a public officer or employee of the State or the family of a
public officer or employee of the State has a substantial interest, public: notice was given
as required by NMSA 1978, and this Agreement was awarded pursuant to a
competitive process;

3) in accordance with HMSA 1978, the Contractor is not,
and has not been represented by, a person who has been a public officer or employee of
the State within the preceding year and whose official act directly resulted in this
Agreement and (ii) the Contractor is not, and has not been assisted in any way regarding
this transaction by, a former public officer or employee of the State whose official act,
while in State employment, directly resulted in the Agency's making this Agreement;

4) this Agreement complies with NMSA 1978, because the
Contractor is not a legislator; (ii) the Contractor is not a member of a legislator"s family;
the Contractor is not a business in which a legislator or a 1egis1ator's family has a
substantial interest; or (iv) if the Contractor is a legislator, a member of a legislator?s
family, or a business in which a legislator or a legislator?s family has a substantial
interest, disclosure has been made as required by NMSA 1978, this
Agreement is not a sole source or small purchase contract, and this Agreement was
awarded in accordance with the provisions of the Procurement Code;

5) in accordance with NMSA 1978, lO-l6-l3, the Contractor has not
directly participated in the preparation of specifications, qualifications or evaluation
criteria for this Agreement or any procurement related to this Agreement; and

6) in accordance with NMSA 1978, lO?16?3 and 10?16-133, the
Contractor has not contributed, and during the term of this Agreement shall not
contribute, anything of value to a public officer or employee of the Agency.

C. Contractor?s representations and warranties in Paragraphs A and of this Article
12 are material representations of fact upon which the Agency relied when this Agreement was
entered into by the parties. Contractor shall provide immediate written notice to the Agency if, at
any time during the term of this Agreement, Contractor learns that Contractor?s representatit?ms
and warranties in Paragraphs A and of this Article 12 were erroneous on the effective date of
this Agreement or have become erroneous by reason of new or changed circumstances. if it is
later determined that Contractor?s representations and warranties in Paragraphs A and of this
Article 12 were erroneous on the effective date of this Agreement or have become erroneous by
reason of new or changed circumstances, in addition to other remedies available to the Agency

and notwithstanding anything in the Agreement to the contrary, the Agency may immediately
terminate the Agreement.

D. All terms defined in the Governmental Conduct Act have the same meaning in
this Article 1203).

13. Amendment.

A. This Agreement shall not be altered, changed or amended except by instrument in
writing executed by the parties hereto and all other required signatories.

Contract SLO 15??

B. If the Agency proposes an amendment to the Agreement to unilaterally reduce
funding due to budget or other considerations, the Contractor shall, within thirty (30) days of
receipt of the proposed Amendment, have the option to terminate the Agreement, pursuant to the
termination provisions as set forth in Article 4 herein, or to agree to the reduced funding.

14. Merger.

This Agreement incorporates all the Agreements, covenants and understandings between
the parties hereto concerning the subject matter hereof, and all such covenants, Agreements and
understandings have been merged into this written Agreement. No prior Agreement or

understanding, oral or otherwise, of the parties or their agents shall be. valid or enforceable unless
embodied in this Agreement.

15. Penalties for Violation of Law.

The Procurement Code, NMSA 1978  13?1?28 through 134-199, imposes civil and

criminal penalties for its violation. In addition, the New Mexico criminal statutes impose felony
penalties for illegal bribes, gratuities and kickbacks.

16. 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 of the State of New Mexico, the Contractor assures
that no person in the United States shall, on the grounds of race, religion, color, national origin,
ancestry, sex, age, physical or mental handicap, or serious medical condition, spousal affiliation,
sexual orientation or gender identity, be excluded from employment with or participation in, be
denied the benefits of, or be otherwise subjected to discrimination under any program or activity
performed under this Agreement. if Contractor is found not to be in compliance with these

requirements during the life of this Agreement, Contractor agrees to take appropriate steps to
correct these deficiencies.

17. Applicable Law.

The laws of the State of New Mexico shall govern this Agreement, without giving effect
to its choice of law provisions. Venue shall be proper only in a New Mexico court of competent
jurisdiction in accordance with NMSA 1978, 38-34 (G). By execution of this Agreement,
Contractor acknowledges and agrees to the jurisdiction of the courts of the State of New Mexico
over any and all lawsuits arising under or out of any term of this Agreement.

18. Workers Compensation.

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

Compensation Act and applicable rules when required to do so, this Agreement may be
terminated by the Agency.

19. Records and Financial Audit.

The Contractor shall maintain detailed time and expenditure records that indicate the
date; time, nature and cost of services rendered during the Agreement?s term and effect and
retain them for a period of three (3) years from the date of final payment under this Agreement.

Contract IDii SLO 15-:

The records shall be subject to inspection by the Agency, the Department of Finance and
Administration and the State Auditor. The Agency shall have the right to audit billings both

before and after payment. Payment under this Agreement shall not foreclose the right of the
Agency to recover excessive or illegal payments

20. Indemnification.

The Contractor shall defend, indemnify and hold harmless the Agency and the State of
New Mexico 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
officers, 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 officer, 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) days after it receives notice thereof, notify the legal counsel

of the Agency and the Risk Management Division of the New Mexico General Services
Department by certified mail.

21. New Mexico Employees Health Coverage.

A. if Contractor has, or grows to, six (6) or more employees who work, or who are
expected to work, an average of at least 20 hours per week over a six (6) month period during the
term of the contract, Contractor certifies, by signing this agreement, to have in place, and agree
to maintain for the term of the contract, health insurance for those employees and offer that
health insurance to those employees if the expected annual value in the aggregate of any and all
contracts between Contractor and the State exceed $250,000 dollars.

B. Contractor agrees to maintain a record of the number of employees who have 
accepted health insurance; declined health insurance due to other health insurance coverage
already in place; or declined health insurance for other reasons. These records are subject to
review and audit by a representative of the state.

C. Contractor agrees to advise all employees of the availability of State publicly
financed health care coverage programs by providing each employee with, as a minimum, the
following web site link to additional information: 

22. Employee Pay Equity Reporting.

Contractor agrees if it has ten (10) or more New Mexico employees OR eight (8) or more
employees in the same job classification, at any time during the term of this contract, to complete
and submit the PE10-249 form on the annual anniversary of the initial report submittal for
contracts up to one (1) year in duration. If contractor has (250) or more employees contractor
must complete and submit the PE250 form on the annual anniversary of the initial report
submittal for contracts up to one (1) year in duration. For contracts that extend beyond one (1)
calendar year, or are extended beyond one (1) calendar year, contractor also agrees to complete
and submit the 131310-249 or PE250 form, whichever is applicable, within thirty (30) days of the

Contract SLO 15??

annual contract anniversary date of the initial submittal date or, if more than 180 days has
elapsed since submittal of the last report, at the completion of the contract, whichever comes
first. Should contractor not meet the size requirement for reporting at contract award but
subsequently grows such that they meet or exceed the size requirement for reporting, contractor
agrees to provide the required report within ninety (90 days) of meeting or exceeding the size
requirement. That submittal date shall serve as the basis for submittals required thereafter.
Contractor also agrees to levy this requirement on any subcontractort's) performing more than
10% of the dollar value of this contract if said subcontractor(s) meets, or grows to meet, the
stated employee size thresholds during the term of the contract. Contractor further agrees that,
should one or more subcontractor not meet the size requirement for reporting at contract award
but subsequently grows such that they meet or exceed the size requirement for reporting,
contractor will submit the required report, for each such subcontractor, within ninety (90 days) of
that subcontractor meeting or exceeding the size requirement. Subsequent report submittals, on
behalf of each such subcontractor, shall be due on the annual anniversary of the initial report
submittal. Contractor shall submit the required formts) to the State Purchasing Division of the
General Services Department, and other departments as may be determined, on behalf of the
applicable subcontractorts) in accordance with the schedule contained in this paragraph.
Contractor acknowledges that this subcontractor requirement applies even though contractor
itself may not meet the size requirement for reporting and be required to report itself.

Notwithstanding the foregoing, if this Contract was procured pursuant to a solicitation,
and if Contractor has already submitted the required report accompanying their response to such
solicitation, the report does not need to be re?submitted with this Agreement.

23. Invalid Term or Condition.

If any term or condition of this Agreement shall be held invalid or unenforceable, the
remainder of this Agreement shall not be affected and shall be valid and enforceable.

24. Enforcement of Agreement.

A party?s failure to require. strict performance of any prox-rision of this Agreement shall not
waive or diminish that party?s right thereafter to demand strict compliance with that or any other
provision. No waiver by a party of any of its rights under this Agreement shall be effective unless
express and in writing, and no effective waiver by a party of any of its rights shall be effective to
waive any other rights.

255. Notices.

Any notice required to be given to either party by this Agreement shall he in writing and
shall be delivered in person, by courier service or by U.S. mail, either first class or certified,
return receipt requested, postage prepaid, as follows:

To the Agency:
Aubrey Dunn

310 Old Santa Fe Trail
Santa Fe, NM 87504
adunn@slostatenmus

Contract lD? SLO 15-1

To the Contractor:
Ronny Rardin

46 KC Road
Alamogordo, NM 883 l0
ronny_rard in insn .eom

26. Authority.
If Contractor is other than a natural person, the. individuaKs) 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.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of
signature by the DFA Contracts Review Bureau below.





I:  I - I 

Agency


 



i  I. 
By:  2 i lea/HM Date:  

a 1 . . 
:ey hegal- Counsel Certifying legal sufficiency

a? 

Ageneoy?s Chief Fina?hcial Officer

 

0M m: a:

Date:
Contractor

The records of the Taxation and Revenue Department re?ect that the Contractor is registered
with the Taxation and Revenue Department of the State of New Mexico to pay gross receipts and
cmnpensating taxes.

ID Number: 02945451002


By: I  #0 Dalezmimg?W?
:??auon and/?evenue Department


I,

This; Agreement has been approved by the DEA Contracts Review Bureau:

 

By; Dam: abuz?w
 RevieW'Bui?eau an 

- 

tif'i  i It2015

 

I I. i 


I .1 
when?-

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Contract SLO 15?10

STATE OF NEW MEXICO

NEW MEXICO STATE LAND OFFICE
PROFESSIONAL SERVICES CONTRACT 15-539-P615-18286 1

THIS AGREEMENT is made and entered into by and between the State of New Mexico,
STATE LAND OFFICE, hereinafter referred to as the ?Agency,? and Dennis Garcia, hereinafter
referred to as the ?Contractor,? and is effective as of the date set forth below upon which it is
executed by the Department of Finance and Administration (DFA).

IT IS AGREED BETWEEN THE PARTIES:

1. Scope of Work.
The Contractor shall perform the following work:

Contractor shall consult with the Commissioner of Public Lands, Aubrey Dunn, and
Deputy Bobby Ortega on the administration of the New Mexico State Land
Office comprised of 156 full time employees. Contractor will also advise the Commissioner of
Public Lands and Deputy Commissioner on policy and oversight issues that would impact'
approximately 9 million acres of surface estate and 13.3 million acres of mineral estate.

Contractor will work as a legislative analyst for the Commissioner of Public Lands for
the 2015 Legislative Session in order to assist in analyzing legislation and communicating with
legislators on behalf of the Commissioner of Public Lands.

Contractor will act as an intergovernmental liaison for the Commissioner of Public Lands
to all federal, state and local governmental entities to assist in establishing governmental
relationships and to address issues arising from the interface with other agencies.

Contractor will act as a transition analyst to assist the Commissioner of Public Lands in
evaluating, improving and reorganizing the Land Office, in that capacity contractor will carry out
any activities necessary as may be assigned by the Land Commissioner.

2. Compensation.
A. The Agency shall pay to the Contractor in full payment for services satisfactorily

performed at the rate of seven thousand five hundred dollars per month, such
compensation not to exceed excluding gross receipts tax. The New Mexico gross
receipts tax levied on the amounts payable under this Agreement totaling shall be
paid by the Agency to the Contractor. The total amount payable to the Contractor under this
Agreement, including gross receipts tax and expenses, shall not exceed This
amount is a maximum and not a guarantee that the work assigned to be performed by
Contractor under this Agreement shall equal the amount stated herein. The parties do not
intend for the Contractor to continue to provide services without compensation when the
total compensation amount is reached. Contractor is responsible for notifying the Agency
when the services provided under this Agreement reach the total compensation amount. In
no event will the Contractor be paid for services provided in excess of the total

 

 



Contract SLO 15-10

compensation amount without this Agreement being amended in writing prior to those

services in excess of the total compensation amount being provided.

B. Payment is subject to availability of funds pursuant to the Appropriations
Paragraph set forth below and to any negotiations between the parties from year to year pursuant
to Paragraph 1, Scope of Work, and to approval by the DEA. All invoices MUST BE received by
the Agency no later than fifteen (15) days after the termination of the Fiscal Year in which the
services were delivered. Invoices received after such date WILL NOT BE PAID.

C. Contractor must submit a detailed statement accounting for all services performed
and expenses incurred. If the Agency finds that the services are not acceptable, within thirty days
after the date of receipt of written notice from the Contractor that payment is requested, it shall
provide the Contractor a letter of exception explaining the defect or objection to the services, and
outlining steps the Contractor may take to provide remedial action. Upon certification by the
Agency that the services have been received and accepted, payment shall be tendered to the
Contractor within thirty days after the date of acceptance. If payment is made by mail, the
payment shall be deemed tendered on the date it is postmarked. However, the agency shall not
incur late charges, interest, or penalties for failure to make payment within the time specified
herein.

3. Term. 
THIS AGREEMENT SHALL NOT BECOME FFECTIVE UNTIL APPROVED BY

THE DFA. This Agreement shall terminate on March 31, 2015 unless terminated pursuant to
paragraph 4 (Termination), or paragraph 5 (Appropriations). In accordance with NMSA 1978, 
13?1?150, no contract term for a professional services contract, including extensions and
renewals, shall exceed four years, except as set forth in NMSA 1978, 13-1?150.

4. Termination.

A. Grounds. The Agency may terminate this Agreement for convenience or cause.
The Contractor may only terminate this Agreement based upon the Agency?s uncured, material
breach of this Agreement. 

B. Notice; Agency Opportunity to Cure.

1. Except as otherwise provided in Paragraph the Agency shall
give Contractor written notice of termination at least thirty (30) days prior to the intended date of
termination.

2. Contractor shall give Agency written notice of termination at least thirty
(30) days prior to the intended date of termination, which notice shall identify all the
Agency?s material breaches of this Agreement upon which the termination is based and (ii) state
what the Agency must do to cure such material breaches. Contractor?s notice of termination
shall only be effective (1) if the Agency does not cure all material breaches within the thirty (30)
day notice period or (ii) in the case of material breaches that cannot be cured within thirty (30)
days, the Agency does not, within the thirty (30) day notice period, notify the Contractor of its
intent to cure and begin with due diligence to cure the material breach.

3. Notwithstanding the foregoing, this Agreement may be terminated
immediately upon written notice to the Contractor if the Contractor becomes unable to
perform the services contracted for, as determined by the Agency; (ii) if, during the term of this

 

 

 

Contract SLO 15-10

Agreement, the Contractor is suspended or debarred by the State Purchasing Agent; or the
Agreement is terminated pursuant to Paragraph 5, ?Appropriations?, of this Agreement.

C. Liability. Except as otherwise expressly allowed or provided under this
Agreement, the Agency?s sole liability upon termination shall be to pay for acceptable work
performed prior to? the Contractor?s receipt or issuance of a notice of termination; provided,
however, that a notice of termination shall not nullify or otherwise affect either party?s liability
for pre-termination defaults under or breaches of this Agreement. The Contractor shall submit an
invoice for such work within thirty (30) days of receiving or sending the notice of termination.
THIS PROVISION IS NOT EXCLUSIVE AND DOES NOT WAIVE THE AGENCY OTHER
LEGAL RIGHTS AND REMEDIES CAUSED BY THE CONTRACT 

OF THIS AGREEMENT

D. Termination Management. Immediately upon receipt by either the Agency or the
Contractor of notice of termination of this Agreement, the Contractor shall: 1) not incur any
further obligations for salaries, services or any other expenditure of funds under this Agreement
- without written approval of the Agency; 2) comply with all directives issued by the Agency in
the notice of termination as to the performance of work under this Agreement; and 3) take such
action as; the Agency shall direct for the protection, preservation, retention or transfer of all
property titled to the Agency and records generated under this Agreement. Any non?expendable
personal property or equipment provided to or purchased by the Contractor with contract funds
shall become property of the Agency upon termination and shall be submitted to the agency as
soon as practicable.

5. Appropriations.
The terms of this Agreement are contingent upon sufficient appropriations and

authorization being made by the Legislature of New Mexico for the performance of this
Agreement. If sufficient appropriations and authorization are not made by the Legislature, this
Agreement shall terminate immediately upon written notice being given by the Agency to the
Contractor. The Agency?s decision as to whether sufficient appropriations are available shall be
accepted by the Contractor and shall be final. If the Agency proposes an amendment to the
Agreement to unilaterally reduce funding, the Contractor shall have the option to terminate the
Agreement or to agree to the reduced funding, within thirty (30) days of receipt of the proposed
amendment.

6. Status of Contractor.

The Contractor and its agents and employees are independent contractors performing
professional services for the Agency and are not employees of the State of New Mexico. The
Contractor and its agents and employees shall not accrue leave, retirement, insurance, bonding,
use of state vehicles, or any other benefits afforded to employees of the State of New Mexico as
a result of this Agreement. The Contractor acknowledges that all sums received hereunder are
reportable by the Contractor for tax purposes, including without limitation, self?employment and
business income tax. The Contractor agrees not to purport to bind the State of New Mexico
unless the Contractor has express written authority to do so, and then only within the strict limits
of that authority.

 

 

 



Contract SLO 15?10

7. 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 Agency.

8. Subcontracting.
The Contractor shall not subcontract any portion of the services to be performed under

this Agreement without the prior written approval of the Agency. No such subcontract shall
relieve the primary Contractor from its obligations and liabilities under this Agreement, nor shall
any subcontract obligate direct payment from the Procuring Agency.

9- Balms}.-

Final payment of the amounts due under this Agreement shall operate as a release of the
Agency, its officers and employees, and the State of New Mexico from all liabilities, claims and
obligations whatsoever arising from or under this Agreement.

10. Confidentiality.
Any confidential information provided to or developed by the Contractor in the

1 performance of this Agreement shall be kept confidential and shall not be made available to any
individual or organization by the Contractor without the prior written approval of the Agency.

11. Product of Service -- Copyright.

All materials developed or acquired by the Contractor under this Agreement shall become
the property of the State of New Mexico and shall be delivered to the Agency no later than the
termination date of this Agreement. Nothing developed or produced, in whole or in part, by the
Contractor under this Agreement shall be the subject of an application for copyright or other
claim of ownership by or on behalf of the Contractor.

12. Con?ict of Interest: Governmental Conduct Act.

A. The Contractor represents and warrants that it presently has no interest and,
during the term of this Agreement, shall not acquire any interest, direct or indirect, which would
conflict in any manner or degree with the performance or services required under the Agreement.

B. The Contractor further represents and warrants that it has complied with, and,
during the term of this Agreement, will continue to comply with, and that this Agreement
complies with all applicable provisions of the Governmental Conduct Act, Chapter 10, Article 16
NMSA 1978. Without in any way limiting the generality of the foregoing, the Contractor
specifically represents and warrants that:

1) in accordance with NMSA 1978, 10-16-43, the Contractor does not
employ, has not employed, and will not employ during the term of this Agreement any
Agency employee while such employee was or is employed by the Agency and
participating directly or indirectly in the Agency?s contracting process;

2) this Agreement complies with NMSA 1978, because the
Contractor is not a public officer or employee of the State; (ii) the Contractor is not a
member of the family of a public officer or employee of the State; the Contractor is
not a business in which a public officer or employee or the family of a public officer or

 

 

5

i-

Contract SLO 15-10

employee has a substantial interest; or (iv) if the Contractor is a public officer or
employee of the State, a member of the family of a public officer or employee of the
State, or a business in which a public officer or employee of the State or the family of a
public officer or employee of the State has a substantial interest, public notice was given
as required by NMSA 1978, and this Agreement was awarded pursuant to a
competitive process;

3) in accordance with NMSA 1978, the Contractor is not,
and has not been represented by, a person who has been a public officer or employee of
the State within the preceding year and whose official act directly resulted in this
Agreement and (ii) the Contractor is not, and has not been assisted in any way regarding
this transaction by, a former public officer or employee of the State whose official act,
while in State employment, directly resulted in the Agency's making this Agreement;

4) this Agreement complies with NMSA 1978, because the
Contractor is not a legislator; (ii) the Contractor is not a member of a legislator?s family;
the Contractor is not a business in which a legislator or a legislator's family has a
substantial interest; or (iv) if the Contractor is a legislator, a member of a legislator?s
family, or a business in which a legislator or a legislator's family has a substantial
interest, disclosure has been made, as required by NMSA 1978, this
Agreement is not a sole source or small purchase contract, and this Agreement was
awarded in accordance with the provisions of the Procurement Code;

5) in accordance with NMSA 1978, 10-16?13, the Contractor has not
directly participated in the preparation of specifications, qualifications or evaluation
criteria for this Agreement or any procurement related to this Agreement; and

6) in accordance with NMSA 1978, 10-16-33 and 10?16-133, the
Contractor has not contributed, and during the term of this Agreement shall not
contribute, anything of value to a public officer or employee of the Agency.

C. Contractor?s representations and warranties in Paragraphs A and of this Article
12 are material representations of fact upon which the Agency relied when this Agreement was
entered into by the parties. Contractor shall provide immediate written notice to the Agency if, at
any time during the term of this Agreement, Contractor learns that Contractor?s representations
and warranties in Paragraphs A and of this Article 12 were erroneous on the effective date of
this Agreement or have become erroneous by reason of new or changed circumstances. If it is
later determined that Contractor?s representations and warranties in Paragraphs A and of this
Article 12 were erroneous on the effective date of this Agreement or have become erroneous by
reason of new or changed circumstances, in addition to other remedies available to the Agency
and notwithstanding anything in the Agreement to the contrary, the Agency may immediately
terminate the Agreement.

D. All terms defined in the Governmental Conduct Act have the same meaning in
this Article 
13. Amendment.

A. This Agreement shall not be altered, changed or amended except by instrument in

writing executed by the parties hereto and all other required signatories.

 

 

 

a



Contract SLO 15-10

B. If the Agency proposes an amendment to the Agreement to unilaterally reduce
funding due to budget or other considerations, the Contractor shall, within thirty (30) days of
receipt of the proposed Amendment, have the option to terminate the Agreement, pursuant to the
termination provisions as set forth in Article 4 herein, or to agree to the reduced funding.

14. Merger.

This Agreement incorporates all the Agreements, covenants and understandings between
the parties hereto concerning the subject matter hereof, and all such covenants, Agreements and
understandings have been merged into this written Agreement. No prior Agreement or
understanding, oral or otherwise, of the parties or their agents shall be valid or enforceable unless

embodied in this Agreement.

Penalties for Violation of Law.

The Procurement Code, NMSA 1978 13-1?28 through 13?1-199, imposes civil and
criminal penalties for its violation. In addition, the New Mexico criminal statutes impose felony
penalties for illegal bribes, gratuities and kickbacks.

15.

16. 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 of the State of New Mexico, the Contractor assures
that no person in the United States shall, on the grounds of race, religion, color, national origin,
ancestry, Sex, age, physical or mental handicap, or serious medical condition, spousal affiliation,
sexual orientation or gender identity, be excluded from employment with or participation in, be
denied the benefits of, or be otherwise subjected to discrimination under any program or activity
performed under this Agreement. If Contractor is found not to be in compliance with these
requirements during the life of this Agreement, Contractor agrees to take appropriate steps to

correct these deficiencies.

17. Applicable Law.

The laws of the State of New Mexico shall govern this Agreement, without giving effect
to its choice of law provisions. Venue shall be proper only in a New Mexico court of competent
jurisdiction in accordance with NMSA 1978, 38?3-1 (G). By execution of this Agreement,
Contractor acknowledges and agrees to the jurisdiction of the courts of the State of New Mexico
over any and all lawsuits arising under or out of any term of this Agreement.

18. Workers Compensation.

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
Compensation Act and applicable rules when required to do so, this Agreement may be
terminated by the Agency.

19. Records and Financial Audit.

The Contractor shall maintain detailed time and expenditure records that indicate the
date; time, nature and cost of services rendered during the Agreement?s term and effect and
retain them for a period of three (3) years from the date of final payment under this Agreement.

 

 

 

.5

Contract SLO 15?10

The records shall be subject to inspection by the Agency, the Department of Finance and
Administration and the State Auditor. The Agency shall have the right to audit billings both
before and after payment. Payment under this Agreement shall not foreclose the right of the
Agency to recover excessive or illegal payments

20. Indemnification.

The Contractor shall defend, indemnify and hold harmless the Agency and the State of
New Mexico 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
officers, 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 officer, 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) days after it receives notice thereof, notify the legal counsel
of the Agency and the Risk Management Division of the New Mexico General Services
Department by certified mail.

21. New Mexico Employees Health Covemgg

A. If Contractor has, or grows to, six (6) or more employees who work, or who are
expected to work, an average of at least 20 hours per week over a six (6) month period during the
term of the contract, Contractor certifies, by signing this agreement, to have in place, and agree
to maintain for the term of the contract, health insurance for those employees and offer that
health insurance to those employees if the expected annual value in the aggregate of any and all
contracts between Contractor and the State exceed $250,000 dollars.

B. Contractor agrees to maintain a record of the number of employees who have 
accepted health insurance; declined health insurance due to other health insurance coverage
already in place; or declined health insurance for other reasons. These records are subject to
review and audit by a representative of the state.

C. Contractor agrees to advise all employees of the availability of State publicly
financed health care coverage programs by providing each employee with, as a minimum, the
following web site link to additional information: 

22. Employee Pay Equity Reporting.

Contractor agrees if it has ten (10) or more New Mexico employees OR eight (8) or more
employees in the same job classification, at any time during the term of this contract, to complete
and submit the form on the annual anniversary of the initial report submittal for
contracts up to one (1) year in duration. If contractor has (250) or more employees contractor
must complete and submit the PE250 form on the annual anniversary of the initial report
submittal for contracts up to one (1) year in duration. For contracts that extend beyond one (1)
calendar year, or are extended beyond one (1) calendar year, contractor also agrees to complete
and submit the PE10-249 or PE250 form, whichever is applicable, within thirty (30) days of the

 

 

 

5

Contract SLO 15-10

annual contract anniversary date of the initial submittal date or, if more than 180 days has
elapsed since submittal of the last report, at the completion of the contract, whichever comes
first. Should contractor not meet the size requirement for reporting at contract award but
subsequently grows such that they meet or exceed the size requirement for reporting, contractor
agrees to provide the required report within ninety (90 days) of meeting or exceeding the size
requirement. That submittal date shall serve as the basis for submittals required thereafter.
Contractor also agrees to levy this requirement on any subcontractor(s) performing more than
10% of the dollar value of this contract if said subcontractor(s) meets, or grows to meet, the
stated employee size thresholds during the term of the contract. Contractor further agrees that,
should one or more subcontractor not meet the size requirement for reporting at contract award
but subsequently grows such that they meet or exceed the size requirement for reporting,
contractor will submit the required report, for each such subcontractor, within ninety (90 days) of
that subcontractor meeting or exceeding the size requirement. Subsequent report submittals, on
behalf of each such subcontractor, shall be due on the annual anniversary of the initial report
submittal. Contractor shall submit the required form(s) to the State Purchasing Division of the
General Services Department, and other departments as may be determined, on behalf of the
applicable subcontractor(s) in accordance with the schedule contained in this paragraph.
Contractor acknowledges that this subcontractor requirement applies even though contractor
itself may not meet the size requirement for reporting and be required to report itself.

Notwithstanding the foregoing, if this Contract was procured pursuant to a solicitation,
and if Contractor has already submitted the required report accompanying their response to such
solicitation, the report does not need to be re?submitted with this Agreement.

23. Invalid Term or Condition.
If any term or condition of this Agreement shall be held invalid or unenforceable, the
remainder of this Agreement shall not be affected and shall be valid and enforceable.

24. Enforcement of Agreement.
A party?s failure to require strict performance of any provision of this Agreement shall not

waive or diminish that party's right thereafter to demand strict compliance with that or any other
provision. No waiver by a party of any of its rights under this Agreement shall be effective unless
express and in writing, and no effective waiver by a party of any of its rights shall be effective to
waive any other rights.

2.5. Notices.

Any notice required to be given to either party by this Agreement shall be in writing and
shall be delivered in person, by courier service or by US. mail, either first class or certified,
return receipt requested, postage prepaid, as follows:

To the Agency:

Aubrey Dunn, Commissioner Of Public Lands
310 Old Santa Fe Trail

Santa Fe, NM 87504

Tel: 505/827-5760

adunn@slo.state.nm.us

 

 

 

It

Contract SLO 15?10

To the Contractor:
Dennis Garcia

2826 Vereda Poriente
Santa Fe, NM 87507
Tel: 505/490-0258

26. Authority.
If Contractor is other than a natural person, the individual(s) 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.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of
signature by the DEA Contracts Review Bureau below.

 may  ?/zz/r

Agency 

By:  Date: 6 

({y?sLIygaFCounsel Certifying legal sufficiency

By:  Date: 
Agen y? Chief Financ' Officer
By:   Date: 

Contractor

 

ff

Contract SLO 15?10

 The records of the Taxation and Revenue Department re?ect that the Contractor is registered
with the Taxation and Revenue Department of the State of New Mexico to pay gross receipts and
compensating taxes.

Number: 03~053186?00?1

Date: (at If? 

 

 

This Agreement has been approved by the DFA Contracts Review Bureau:

By:  Daterme?
DFA ev1ew Bureau 

 

 

EFFECTIVE

 

 

JAN "2 2015

 

 

 

CONTRACT REVIEW BUREAU

 

 

 

 

10

 

 

 

Contract SLO 15-09

STATE OF NEW MEXICO
NEW MEXICO STATE LAND OFFICE

THIS AGREEMENT is made and entered into by and between the State of New Mexico,
STATE LAND OFFICE, hereinafter referred to as the ?Agency,? and AMY MUNSON,
hereinafter referred to as the ?Contractor,? and is effective as of the date set forth below upon
which it is executed by the Commissioner of Public Lands (Land Commissioner).

IT IS AGREED BETWEEN THE PARTIES:

1. Scope of Work.
The Contractor shall perform the following work: Contractor shall work as a special

projects consultant to assist with the scheduling and organizing of Commissioner Dunn?s
calendar. Contractor will perform administrative duties and other projects assigned during the
transition.

Contractor will work as a legislative analyst, as requested during the term of this contract,
for the Land Commissioner for the 2015 Legislative Session in order to assist in analyzing
legislation and communicate with legislators on behalf of the Land Commissioner.

Contractor will act as the intergovernmental liaison, as requested during the term of this
contract, for the Land Commissioner to all other federal, state and local governmental entities to
assist in establishing governmental relationships and to address issues arising from the interface
with other agencies.

Contractor will act as a transition analyst, as requested during the term of this contract, to
assist the Land Commissioner in evaluating, improving and reorganizing the Land Office, in that
capacity contractor will carry out any activities necessary as may be assigned by the Land 
Commissioner.

2. Compensation.
A. The Agency shall pay to the Contractor in full payment for services satisfactorily

performed at the rate of three thousand five hundred dollars per month, such
compensation not to exceed excluding gross receipts tax. The New Mexico gross
receipts tax levied on the amounts payable under this Agreement totaling ($253.75) shall be paid
by the Agency to the Contractor. The total amount payable to the Contractor under this
Agreement, including gross receipts tax and expenses, shall not exceed This
amount is a maximum and not a guarantee that the work assigned to be performed by
Contractor under this Agreement shall equal the amount stated herein. The parties do not
intend for the Contractor to continue to provide services without compensation when the
total compensation amount is reached. Contractor is responsible for notifying the Agency
when the services provided under this Agreement reach the total compensation amount. In
no event will the Contractor be paid for services provided in excess of the total
compensation amount without this Agreement being amended in writing prior to those
services in excess of the total compensation amount being provided.

B. Payment is subject to availability of funds pursuant to the Appropriations
Paragraph set forth below and to any negotiations between the parties from year to year pursuant

1

 

 

 

Contract SLO 15-09

to Paragraph 1, ScoPe of Work, and to approval by the DFA. All invoices MUST BE received by
the Agency no later than fifteen (15) days after the termination of the Fiscal Year in which the
services were delivered. Invoices received after such date WILL NOT BE PAID.

C. Contractor must submit a detailed statement accounting for all services performed

and expenses incurred. If the Agency finds that the services are not acceptable, within thirty days
after the date of receipt of written notice from the Contractor that payment is requested, it shall
provide the Contractor a letter of exception explaining the defect or objection to the services, and
outlining steps the Contractor may take to provide remedial action. Upon certification by the
_Agency that the services have been received and accepted, payment shall be tendered to the
Contractor within thirty days after the date of acceptance. If payment is made by mail, the
payment shall be deemed tendered on the date it is postmarked. However, the agency shall not
incur late charges, interest, or penalties for failure to make payment within the time specified
herein.

3. Term.

This Agreement shall terminate on January 31, 2015 unless terminated pursuant to
paragraph 4 (Termination), or paragraph 5 (Appropriations). In accordance with NMSA 1978, 
13-1-150, no contract term for a professional services contract, including extensions and
renewals, shall exceed four years, except as set forth in NMSA 1978, 13-1?150.

4. Termination.

A. Grounds. The Agency may terminate this Agreement for convenience or cause.
The Contractor may only terminate this Agreement based "upon the Agency?s uncured, material
breach of this Agreement.

B. Notice; Agency Opportunity to Cure.

1. Except as otherwise provided in Paragraph the Agency shall
give Contractor written notice of termination at least thirty (30) days prior to the intended date of
termination.

2. Contractor shall give Agency written notice of termination at least thirty
(30) days prior to the intended date of termination, which notice shall identify all the
Agency?s material breaches of this Agreement upon which the termination is based and (ii) state
what the Agency must do to cure such material breaches. Contractor?s notice of termination
shall only be effective if the Agency does not cure all material breaches within the thirty (30)
day notice period or (ii) in the case of material breaches that cannot be cured within thirty (30)
days, the Agency does not, within the thirty (30) day notice period, notify the Contractor of its
intent to cure and begin with due diligence to cure the material breach.

3. Notwithstanding the foregoing, this Agreement may be terminated
immediately upon written notice to the Contractor if the Contractor becomes unable to
perform the services contracted for, as determined by the Agency; (ii) if, during the term of this
Agreement, the Contractor is suspended or debarred by the State Purchasing Agent; or the
Agreement is terminated pursuant to Paragraph 5, ?Appropriations?, of this Agreement.

C. Liability. Except as otherwise expressly allowed or provided under this
Agreement, the Agency?s sole liability upon termination shall be to pay for acceptable work
performed prior to the Contractor?s receipt or issuance of a notice of termination; provided,
however, that a notice of termination shall not nullify or otherwise affect either party?s liability

 

 

 

Contract SLO 15?09

for pre-termination defaults under or breaches of this Agreement. The Contractor shall submit an
invoice for such work within thirty (30) days of receiving or sending the notice of termination.
THIS PROVISION IS NOT EXCLUSIVE AND DOES NOT WAIVE THE AGENCY OTHER
LEGAL RIGHTS AND REMEDIES CA USED BY THE CONTRACT OR '5 DEFA 
OF THIS AGREEMENT.

D. Termination Management. Immediately upon receipt by either the Agency or the
Contractor of notice of termination of this Agreement, the Contractor shall: 1) not incur any
further obligations for salaries, services or any other expenditure of funds under this Agreement
without written approval of the Agency; 2) comply with all directives issued by the Agency in
the notice of termination as to the performance of work under this Agreement; and 3) take such
action as the Agency shall direct for the protection, preservation, retention or transfer of all
property titled to the Agency and records generated under this Agreement. Any non-expendable
personal property or equipment provided to or purchased by the Contractor with contract funds
shall become property of the Agency upon termination and shall be submitted to the agency as
soon as practicable.

S. Appropriations. I
The terms of this Agreement are contingent upon sufficient appropriations and

authorization being made by the Legislature of New Mexico for the performance of this
Agreement. If sufficient appropriations and authorization are not made by the Legislature, this
Agreement shall terminate immediately upon written notice being given by the Agency to the
Contractor. The Agency's decision as to whether sufficient appropriations are available shall be
accepted by the Contractor and shall be final. If the Agency proposes an amendment to the
Agreement to unilaterally reduce funding, the Contractor shall have the option to terminate the
Agreement or to agree to the reduced funding, within thirty (30) days of receipt of the proposed
amendment. .

6. Status of Contractor.

The Contractor and its agents and employees are independent contractors performing
professional services for the Agency and are not employees of the State of New Mexico. The
Contractor and its agents and employees shall not accrue leave, retirement, insurance, bonding,
use of state vehicles, or any other benefits afforded to employees of the State of New Mexico as
a result of this Agreement. The Contractor acknowledges that all sums received hereunder are
reportable by the Contractor for tax purposes, including without limitation, self?employment and
business income tax. The Contractor agrees not to purport to bind the State of New Mexico
unless the Contractor has express written authority to do so, and then only within the strict limits
of that authority.

7. 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 Agency.

8. Subcontracting.
The Contractor shall not subcontract any portion of the services to be performed under

 

 

 

Contract SLO 15?09



this Agreement without the prior written approval of the Agency. No such subcontract shall
relieve the primary Contractor from its obligations and liabilities under this Agreement, nor shall
any subcontract obligate direct payment from the Procuring Agency.

9. Release.

Final payment of the amounts due under this Agreement shall operate as a release of the
Agency, its officers and employees, and the State of New Mexico from all liabilities, claims and
obligations whatsoever arising from or under this Agreement.

10. Confidentiality.
Any confidential information provided to or developed by the Contractor in the

performance of this Agreement shall be kept confidential and shall not be made available to any
individual or organization by the Contractor without the prior written approval of the Agency.

11. Product of Service -- Copyright.

All materials developed or acquired by the Contractor under this Agreement shall become
the property of the State of New Mexico and shall be delivered to the Agency no later than the
termination date of this Agreement. Nothing developed or produced, in whole or in part, by the
Contractor under this Agreement shall be the subject of an application for copyright or other
claim of ownership by or on behalf of the Contractor.

12. Con?ict of Interest; Governmental Conduct Act.
A. The Contractor represents and warrants that it presently has no interest and,
during the term of this Agreement, shall not acquire any interest, direct or indirect, which would

con?ict in any manner or degree with the performance or services required under the Agreement.

B. The Contractor further represents and warrants that it has complied with, and,
during the term of this Agreement, will continue to comply with, and that this Agreement
complies with all applicable provisions of the Governmental Conduct Act, Chapter 10, Article 16
NMSA 1978. Without in anyway limiting the generality of the foregoing, the Contractor
specifically represents and warrants that:

1) in accordance with NMSA 1978, 10?16-43, the Contractor does not
- employ, has not employed, and will not employ during the term of this Agreement any

Agency employee while such employee was or is employed by the Agency and

participating directly or indirectly in the Agency?s contracting process;

2) this Agreement complies with NMSA 1978, because the

Contractor is not a public officer or employee of the State; (ii) the Contractor is not a

member of the family of a public officer or employee of the State; the Contractor is

not a business in which a public officer or employee or the family of a public officer or
employee has a substantial interest; or (iv) if the Contractor is a public officer or
employee of the State, a member of the family of a public officer or employee of the

State, or a business in which a public officer or employee of the State or the family of a

public officer or employee of the State has a substantial interest, public notice was given

as required by NMSA 1978, and this Agreement was awarded pursuant to a

competitive process;

 

 

 

Contract SLO 15?09

3) in accordance with NMSA 1978, the Contractor is not,
and has not been represented by, a person who has been a public officer or employee of
the State within the preceding year and whose official act directly resulted in this
Agreement and (ii) the Contractor is not, and has not been assisted in any way regarding
this transaction by, a former public officer or employee of the State whose official act,
while in State employment, directly resulted in the Agency's making this Agreement;

4) this Agreement complies with NMSA 1978, the
Contractor is not a legislator; (ii) the Contractor is not a member of a legislator?s family;
the Contractor is not a business in which a legislator or a legislator's family has a
substantial interest; or (iv) if the Contractor is a legislator, a member of a legislator?s
family, or a business in which a legislator or a legislator's family has a substantial
interest, disclosure has been made as required by NMSA 1978, this
Agreement is not a sole source or small purchase contract, and this Agreement was
awarded in accordance with the provisions of the Procurement Code;

5) in accordance with NMSA 1978, 10?16-13, the Contractor has not
directly participated in the preparation of specifications, qualifications or evaluation
criteria for this Agreement or any procurement related to this Agreement; and

6) in accordance with NMSA 1978, 10?16-3 and 10-16?133, the
Contractor has not contributed, and during the term of this Agreement shall not
contribute, anything of value to a public officer or employee of the Agency.

C. Contractor?s representations and warranties in Paragraphs A and of this Article
12 are material representations of fact upon which the Agency relied when this Agreement was
entered into by the parties. Contractor shall provide immediate written notice to the Agency if, at
any time during the term of this Agreement, Contractor learns that Contractor?s representations
and warranties in Paragraphs A and of this Article 12 were erroneous on the effective date of
this Agreement or have become erroneous by reason of new or changed circumstances. If it is
later determined that Contractor?s representations and warranties in Paragraphs A and of this
Article 12 were erroneous on the effective date of this Agreement or have become erroneous by
reason of new or changed circumstances, in addition to other remedies available to the Agency
and notwithstanding anything in the Agreement to the contrary, the Agency may immediately
terminate the Agreement.

D. All terms defined in the Governmental Conduct Act have the same meaning in
this Article 

13. Amendment.
A. This Agreement shall not be altered, changed or amended except by instrument in

writing executed by the parties hereto and all other required signatories.

B. If the Agency proposes an amendment to the Agreement to unilaterally reduce
funding due to budget or other considerations, the Contractor shall, within thirty (30) days of
receipt of the proposed Amendment, have the option to terminate the Agreement, pursuant to the
termination provisions as set forth in Article 4 herein, or to agree to the reduced funding.

 

 

 

Contract SLO 15?09

14. Merger.
This Agreement incorporates all the Agreements, covenants and understandings between

the parties hereto concerning the subject matter hereof, and all such covenants, Agreements and
understandings have been merged into this written Agreement. No prior Agreement or
understanding, oral or otherwise, of the parties or their agents shall be valid or enforceable unless
embodied in this Agreement.

15. Penalties for violation of law.

The Procurement Code, NMSA 1978 13?1-28 through 13?1?199, imposes civil and
criminal penalties for its violation. In addition, the New Mexico criminal statutes impose felony
penalties for illegal bribes, gratuities and kickbacks.

16. Egual 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 of the State of New Mexico, the Contractor assures
that no person in the United States shall, on the grounds of race, religion, color, national origin,
ancestry, sex, age, physical or mental handicap, or serious medical condition, spousal affiliation,
sexual orientation or gender identity, be excluded from employment with or participation in, be
denied the benefits of, or be otherwise subjected to discrimination under any program or activity
performed under this Agreement. If Contractor is found not to be in compliance with these
requirements during the life of this Agreement, Contractor agrees to take appropriate steps to
correct these deficiencies.

17. Applicable Law.
The laws of the State of New Mexico shall govern this Agreement, without giving effect

to its choice of law provisions. Venue shall be proper only in a New Mexico court of competent
jurisdiction in accordance with NMSA 1978, 38?3-1 (G). By execution of this Agreement,
Contractor acknowledges and agrees to the jurisdiction of the courts of the State of New Mexico
over any and all lawsuits arising under or out of any term of this Agreement.

18. Workers Compensation.

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
Compensation Act and applicable rules when required to do so, this Agreement may be
terminated by the Agency.

19. Records and Financial Audit.

The Contractor shall maintain detailed time and expenditure records that indicate the
date; time, nature and cost of services rendered during the Agreement?s term and effect and
retain them for a period of three (3) years from the date of final payment under this Agreement.
The records shall be subject to inspection by the Agency, the Department of Finance and
Administration and the State Auditor. The Agency shall have the right to audit billings both
before and after payment. Payment under this Agreement shall not foreclose the right of the
Agency to recover excessive or illegal payments

 

 

Contract SLO 15-09

20. Indemnification.

The Contractor shall defend, indemnify and hold harmless the Agency and the State of
New Mexico 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
officers, 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 officer, 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) days after it receives notice thereof, notify the legal counsel
of the Agency and the Risk Management Division of the New Mexico General Services
Department by certified mail.

21. New Mexico Employees Health Coverage.

A. If Contractor has, or grows to, six (6) or more employees who work, or who are
expected to work, an average of at least 20 hours per week over a six (6) month period during the
term of the contract, Contractor certifies, by signing this agreement, to have in place, and agree
to maintain for the term of the contract, health insurance for those employees and offer that 
health insurance to those employees if the expected annual value in the aggregate of any and all
contracts between Contractor and the State exceed $250,000 dollars.

B. Contractor agrees to maintain a record of the number of employees who have 
accepted health insurance; declined health insurance due to other health insurance coverage
already in place; or declined health insurance for other reasons. These records are subject to
review and audit by a representative of the state.

C. Contractor agrees to advise all employees of the availability of State publicly
financed health care coverage programs by providing each employee with, as a minimum, the
following web site link to additional information: 

22. Employee Pay Equity Reporting.

Contractor agrees if it has ten (10) or more New Mexico employees OR eight (8) or more
employees in the same job classification, at any time during the term of this contract, to complete
and submit the PE10-249 form on the annual anniversary of the initial report submittal for
contracts up to one (1) year in duration. If contractor has (250) or more employees contractor
must complete and submit the PE250 form on the annual anniversary of the initial report
submittal for contracts up to one (1) year in duration. For contracts that extend beyond one (1)
calendar year, or are extended beyond one 1) calendar year, contractor also agrees to complete
and submit the PE10-249 or PE250 form, whichever is applicable, within thirty (30) days of the
annual contract anniversary date of the initial submittal date or, if more than 180 days has
elapsed since submittal of the last report, at the completion of the contract, whichever comes
first. Should contractor not meet the size requirement for reporting at contract award but
subsequently grows such that they meet or exceed the size requirement for reporting, contractor
agrees to provide the required report within ninety (90 days) of meeting or exceeding the size

 

 

 

Contract SLO 15-09

requirement. That submittal date shall serve as the basis for submittals required thereafter.
Contractor also agrees to levy this requirement on any subcontractor(s) performing more than
10% of the dollar value of this contract if said subcontractor(s) meets, or grows to meet, the
stated employee size thresholds during the term of the contract. Contractor further agrees that,
should one or more subcontractor not meet the size requirement for reporting at contract award
but subsequently grows such that they meet or exceed the size requirement for reporting,
contractor will submit the required report, for each such subcontractor, within ninety (90 days) of
that subcontractor meeting or exceeding the size requirement. Subsequent report submittals, on
behalf of each such subcontractor, shall be due on the annual anniversary of the initial report
submittal. Contractor shall submit the required form(s) to the State Purchasing Division of the
General Services Department, and other departments as may be determined, on behalf of the
applicable subcontractor(s) in accordance with the schedule contained in this paragraph.
Contractor acknowledges that this subcontractor requirement applies even though contractor
itself may not meet the size requirement for reporting and be required to report itself.

Notwithstanding the foregoing, if this Contract was procured pursuant to a solicitation,
and if Contractor has already submitted the required report accompanying their response to such
solicitation, the report does not need to be re?submitted with this Agreement.

23. Invalid Term or Condition.
If any term or condition of this Agreement shall be held invalid or unenforceable, the

remainder of this Agreement shall not be affected and shall be valid and enforceable.

24. Enforcement of Agreement. 
A party's failure to require strict performance of any provision of this Agreement shall not

waive or diminish that party's right thereafter to demand strict compliance with that or any other
provision. No waiver by a party of any of its rights under this Agreement shall be effective unless
express and in writing, and no effective waiver by a party of any of its rights shall be effective to
waive any other rights.

25. Notices.
Any notice required to be given to either party by this Agreement shall be in writing and

shall be delivered in person, by courier service or by US. mail, either first class or certified,
return receipt requested, postage prepaid, as follows:

To the Agency:
Aubrey Dunn

310 Old Santa Fe Trail
Santa Fe, NM 87504
adunn@ slo.state.nm.us

To the Contractor:

Amy Munson

PO. Box 310

Hagerman, NM 88232
Amymunson2001 @yahoo.com

 

 

 

Contract SLO 15-09

I


26. Authority.
If Contractor is other than a natural person, the individual(s) 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.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of
signature by the Commissioner of Public Lands below.

By: Date: 4&5
LL

 

Agency

  

By:

 

W13 ngaf Certifying legal sufficiency

By:  Date: [5

Ag ncy?s Chief Financial Officer

By:  Date:  25

Contractel? I

ID Number:  

 

Contract SLO 15?13

STATE OF NEW MEXICO

NEW MEXICO STATE LAND OFFICE
PROFESSIONAL SERVICES CONTRACT 15-539-P615-18284

THIS AGREEMENT is made and entered into by and between the State of New Mexico,
STATE LAND OFFICE, hereinafter referred to as the ?Agency,? and Soul Thread, LLC,
hereinafter referred to as the ?Contractor,? and is effective as of the date set forth below upon
which it is executed by the Department of Finance and Administration (DFA).

IT IS AGREED BETWEEN THE PARTIES:

1. Scope of Work.

The Contractor shall perform the following work:

All work performed for this contract shall be performed by Joseph R. Mraz of Soul
Thread, LLC. Contractor shall review the Oil, Gas, and Minerals Division and the Royalty
Management Division to ensure the continued efficient operation of both Divisions during the
transition period. Contractor will report to the Commissidner and shall make recommendations
for efficiencies, improvements and cost saving measures. 

Contractor will work as a legislative analyst for the Land Commissioner for the 2015
Legislative Session in order to assist in analyzing legislation and communicate with legislators
on behalf of the Land Commissioner.

Contractor will act as the intergovernmental liaison for the Land Commissioner to all
other federal, state and local governmental entities to assist in establishing governmental
relationships to and to address issues arising from the interface with other agencies.

Contractor will act as a transition analyst to assist the Land Commissioner in evaluating,
improving and reorganizing the Land Office, and in that capacity contractor will carry out any
activities necessary as may be assigned by the Land Commissioner.

2. Compensation.
A. The Agency shall pay to the Contractor in full payment for services satisfactorily

performed at the rate of seven thousand five hundred dollars per month, such
compensation not to exceed excluding gross receipts tax. The New Mexico gross
receipts tax levied on the amounts payable under this Agreement totaling shall be
paid by the Agency to the Contractor. The total amount payable to the Contractor under this
Agreement, including gross receipts tax and expenses, shall not exceed This
amount is a maximum and not a guarantee that the work assigned to be performed by
Contractor under this Agreement shall equal the amount stated herein. The parties do not
intend for the Contractor to continue to provide services without compensation when the
total compensation amount is reached. Contractor is responsible for notifying the Agency
when the services provided under this Agreement reach the total compensation amount. In
no event will the Contractor be paid for services provided in excess of the total

 

 

 

Contract SLO 15?13

compensation amount without this Agreement being amended in writing prior to those
services in excess of the total compensation amount being provided.

B. Payment is subject to availability of funds pursuant to the Appropriations
Paragraph set forth below and to any negotiations between the parties from year to year pursuant
to Paragraph 1, Scope of Work, and to approval by the DFA. All invoices MUST BE received by
the Agency no later than fifteen (15) days after the termination of the Fiscal Year in which the
services were delivered. Invoices received after such date WILL NOT BE PAID.

C. Contractor must submit a detailed statement accounting for all services performed
and expenses incurred. If the Agency finds that the services are not acceptable, within thirty days
after the date of receipt of written notice from the Contractor that payment is requested, it shall
provide the Contractor a letter of exception explaining the defect or objection to the services, and
outlining steps the Contractor may take to provide remedial action. Upon certification by the
Agency that the services have been received and accepted, payment shall be tendered to the
Contractor within thirty days after the date of acceptance. If payment is made by mail, the
payment shall be deemed tendered on the date it is postmarked. However, the agency shall not
incur late charges, interest, or penalties for failure to make payment within the time specified

herein.

3. Term.
THIS AGREEMENT SHALL NOT BECOME EFFECTIVE UNTIL APPROVED BY

THE DFA. This Agreement shall terminate on March 31, 2015 unless terminated pursuant to
paragraph 4 (Termination), or paragraph 5 (Appropriations). In accordance with NMSA 1978, 
13?1-150, no contract term for a professional services contract, including extensions and
renewals, shall exceed four years, except as set forth in NMSA 1978, 13-1?150.

4. Termination.
A. Grounds. The Agency may terminate this Agreement for convenience or cause.
The Contractor may only terminate this Agreement based upon the Agency?s uncured, material

breach of this Agreement.

B. Notice; Agency Opportunitv to Cure.

1. Except as otherwise provided in Paragraph the Agency shall
give Contractor written notice of termination at least thirty (30) days prior to the intended date of
termination.

2. Contractor shall give Agency written notice of termination at least thirty
(30) days prior to the intended date of termination, which notice shall identify all the
Agency?s material breaches of this Agreement upon which the termination is based and (ii) state
what the Agency must do to cure such material breaches. Contractor?s notice of termination
shall only be effective if the Agency does not cure all material breaches within the thirty (30)
day notice period or (ii) in the case of material breaches that cannot be cured within thirty (30)
days, the Agency does not, within the thirty (30) day notice period, notify the Contractor of its
intent to cure and begin with due diligence to cure the material breach.

3. Notwithstanding the foregoing, this Agreement may be terminated
immediately upon written notice to the Contractor if the Contractor becomes unable to

 

 

 


Contract SLO 15?13

perform the services contracted for, as determined by the Agency; (ii) if, during the term of this
Agreement, the Contractor is suspended or debarred by the State Purchasing Agent; or the
Agreement is terminated pursuant to Paragraph 5, ?Appropriations?, of this Agreement.

C. Liability. Except as otherwise expressly allowed or provided under this
Agreement, the Agency?s sole liability upon termination shall be to pay for acceptable work
performed prior to the Contractor?s receipt or issuance of a notice of termination; provided,
however, that a notice of termination shall not nullify or otherwise affect either party?s liability
for pre?termination defaults under or breaches of this Agreement. The Contractor shall submit an
invoice for such work within thirty (30) days of receiving or sending the notice of termination.
THIS PROVISION IS NOT EXCLUSIVE AND DOES NOT WAIVE THE AGENCY ?3 OTHER
LEGAL RIGHTS AND REMEDIES CA USED BY THE CONTRA DEFA 
OF THIS AGREEMENT.

D. Termination Management. Immediately upon receipt by either the Agency or the
Contractor of notice of termination of this Agreement, the Contractor shall: 1) not incur any
further obligations for salaries, services or any other expenditure of funds under this Agreement
without written approval of the Agency; 2) comply with all directives issued by the Agency in
the notice of termination as to the performance of work under this Agreement; and 3) take such
action as the Agency shall direct for the protection, preservation, retention or transfer of all
property titled to the Agency and records generated under this Agreement. Any non?expendable
personal property or equipment provided to or purchased by the Contractor with contract funds
shall become property of the Agency upon termination and shall be submitted to the agency as
soon as practicable.

5. Appropriations.
The terms of this Agreement are contingent upon sufficient appropriations and

authorization being made by the Legislature of New Mexico for the performance of this
Agreement. If sufficient appropriations and authorization are not made by the Legislature, this
Agreement shall terminate immediately upon written notice being given by the Agency to the
Contractor. The Agency's decision as to whether sufficient appropriations are available shall be
accepted by the Contractor and shall be final. If the Agency proposes an amendment to the
Agreement to unilaterally reduce funding, the Contractor shall have the option to terminate the
Agreement or to agree to the reduced funding, within thirty (30) days of receipt of the proposed
amendment.

6. Status of Contractor.

The Contractor and its agents and employees are independent contractors performing
professional services for the Agency and are not employees of the State of New Mexico. The
Contractor and its agents and employees shall not accrue leave, retirement, insurance, bonding,
use of state vehicles, or any other benefits afforded to employees of the State of New Mexico as
a result of this Agreement. The Contractor acknowledges that all sums received hereunder are
reportable by the Contractor for tax purposes, including without limitation, self-employment and
business income tax. The Contractor agrees not to purport to bind the State of New Mexico
unless the Contractor has express written authority to do so, and then only within the strict limits

of that authority.

 

 

 

1:
Contract SLO 15-13

7. 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 Agency.

8. Subcontracting.
The Contractor shall not subcontract any portion of the services to be performed under

this Agreement without the prior written approval of the Agency. No such subcontract shall
relieve the primary Contractor from its obligations and liabilities under this Agreement, nor shall
any subcontract obligate direct payment from the Procuring Agency.

9. Release.

Final payment of the amounts due under this Agreement shall operate as a release of the
Agency, its officers and employees, and the State of New Mexico from all liabilities, claims and
obligations whatsoever arising from or under this Agreement.

10. Confidentiality. 
Any confidential information provided to or developed by the Contractor in the

performance of this Agreement shall be kept confidential and shall not be made available to any
individual or organization by the Contractor without the prior written approval of the Agency.

11. Product of Service -- Copyright.

All materials developed or acquired by the Contractor under this Agreement shall become
the property of the State of New Mexico and shall be delivered to the Agency no later than the
termination date of this Agreement. Nothing developed or produced, in whole or in part, by the
Contractor under this Agreement shall be the subject of an application for copyright or other
claim of ownership by or on behalf of the Contractor.

12. Conflict of Interest: Governmental Conduct Act.

A. The Contractor represents and warrants that it presently has no interest and,
during the term of this Agreement, shall not acquire any interest, direct or indirect, which would
con?ict in any manner or degree with the performance or services required under the Agreement.

B. The Contractor further represents and warrants that it has complied with, and,
during the term of this Agreement, will continue to comply with, and that this Agreement
complies with all applicable provisions of the Governmental Conduct Act, Chapter 10, Article 16
NMSA 1978. Without in any way limiting the generality of the foregoing, the Contractor
specifically represents and warrants that:

1) in accordance with NMSA 1978, 10-16-43, the Contractor does not
employ, has not employed, and will not employ during the term of this Agreement any
Agency employee while such employee was or is employed by the Agency and
participating directly or indirectly in the Agency?s contracting process;

2) this Agreement complies with NMSA 1978, because the
Contractor is not a public officer or employee of the State; (ii) the Contractor is not a
member of the family of a public officer or employee of the State; the Contractor is

 

 

 

a
Contract SLO 15?13

not a business in which a public officer or employee or the family of a public officer or
employee has a substantial interest; or (iv) if the Contractor is a public officer or
employee of the State, a member of the family of a public officer or employee of the
State, or a business in which a public officer or employee of the State or the family of a
public officer or employee of the State has a substantial interest, public notice was given
as required by NMSA 1978, and this Agreement was awarded pursuant to a
competitive process;

3) in accordance with NMSA 1978, the Contractor is not,
and has not been represented by, a person who has been a public officer or employee of
the State within the preceding year and whose official act directly resulted in this
Agreement and (ii) the Contractor is not, and has not been assisted in any way regarding
this transaction by, a former public officer or employee of the State whose official act,
while in State employment, directly resulted in the Agency's making this Agreement;

4) this Agreement complies with NMSA 1978, because the
Contractor is not a legislator; (ii) the Contractor is not a member of a legislator?s family;
the Contractor is not a business in which a legislator or a legislator?s family has a
substantial interest; or (iV) if the Contractor is a legislator, a member of a legislator?s
family, or a business in which a legislator or a legislator?s family has a substantial
interest, disclosure has been made as required by NMSA 1978, this
Agreement is not a sole source or small purchase contract, and this Agreement was
awarded in accordance with the provisions of the Procurement Code;

5) in accordance with NMSA 1978, 10?16?13, the Contractor has not
directly participated in the preparation of specifications, qualifications or evaluation
criteria for this Agreement or any procurement related to this Agreement; and

6) in accordance with NMSA 1978, 10?16?3 and the
Contractor has not contributed, and during the term of this Agreement shall not
contribute, anything of value to a public officer or employee of the Agency.

C. Contractor?s representations and warranties in Paragraphs A and of this Article
12 are material representations of fact upon which the Agency relied when this Agreement was
entered into by the parties. Contractor shall provide immediate written notice to the Agency if, at
any time during the term of this Agreement, Contractor learns that Contractor?s representations
and warranties in Paragraphs A and of this Article 12 were erroneous on the effective date of
this Agreement or have become erroneous by reason of new or changed circumstances. If it is
later determined that Contractor?s representations and warranties in Paragraphs A and of this
Article 12 were erroneous on the effective date of this Agreement or have become erroneous by
reason of new or changed circumstances, in addition to other remedies available to the Agency
and notwithstanding anything in the Agreement to the contrary, the Agency may immediately
terminate the Agreement.

D. All terms defined in the Governmental Conduct Act have the same meaning in
this Article 

13. Amendment.
A. This Agreement shall not be altered, changed or amended except by instrument in

writing executed by the parties hereto and all other required signatories.

 

 

 

'1

Contract SLO 15?13

B. If the Agency proposes an amendment to the Agreement to unilaterally reduce
funding due to budget or other considerations, the Contractor shall, within thirty (30) days of
receipt of the proposed Amendment, have the option to terminate the Agreement, pursuant to the
termination provisions as set forth in Article 4 herein, or to agree to the reduced funding.

14. Merger.
This Agreement incorporates all the Agreements, covenants and understandings between

the parties hereto concerning the subject matter hereof, and all such covenants, Agreements and
understandings have been merged into this written Agreement. No prior Agreement or
understanding, oral or otherwise, of the parties or their agents shall be valid or enforceable unless
embodied in this Agreement.

15. Penalties for Violation of Law.

The Procurement Code, NMSA 1978 13?1?28 through 13-1?199, imposes civil and
criminal penalties for its violation. In addition, the New Mexico criminal statutes impose felony
penalties for illegal bribes, gratuities and kickbacks.

16. 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 of the State of New Mexico, the Contractor assures
that no person in the United States shall, on the grounds of race, religion, color, national origin,
ancestry, sex, age, physical or mental handicap, or serious medical condition, spousal affiliation,
sexual orientation or gender identity, be excluded from employment with or participation in, be
denied the benefits of, or be otherwise subjected to discrimination under any program or activity
performed under this Agreement. If Contractor is found not to be in compliance with these
requirements during the life of this Agreement, Contractor agrees to take appropriate steps to
correct these deficiencies.

17. Applicable Law.
The laws of the State of New Mexico shall govern this Agreement, without giving effect

to its choice of law provisions. Venue shall be prOper only in a New Mexico court of competent
jurisdiction in accordance with NMSA 1978, 38~3?l (G). By execution of this Agreement,
Contractor acknowledges and agrees to the jurisdiction of the courts of the State of New Mexico
over any and all lawsuits arising under or out of any term of this Agreement.

18. Workers Compensation.

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
Compensation Act and applicable rules when required to do so, this Agreement may be
terminated by the Agency.

19. Records and Financial Audit.
The Contractor shall maintain detailed time and expenditure records that indicate the
date; time, nature and cost of services rendered during the Agreement?s term and effect and

 

 

 

Contract SLO 15?13

retain them for a period of three (3) years from the date of final payment under this Agreement.
The records shall be subject to inspection by the Agency, the Department of Finance and
Administration and the State Auditor. The Agency shall have the right to audit billings both
before and after payment. Payment under this Agreement shall not foreclose the right of the
Agency to recover excessive or illegal payments

20. Indemnification.

The Contractor shall defend, indemnify and hold harmless the Agency and the State of
New Mexico 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
officers, 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 officer, 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) days after it receives notice thereof, notify the legal counsel
of the Agency and the Risk Management Division of the New Mexico General Services
Department by certified mail.

21. New Mexico Employees Health Coveragg

A. If Contractor has, or grows to, six (6) or more employees who work, or who are
expected to work, an average of at least 20 hours per week over a six (6) month period during the
term of the contract, Contractor certifies, by signing this agreement, to have in place, and agree
to maintain for the term of the contract, health insurance for those employees and offer that
health insurance to those employees if the expected annual value in the aggregate of any and all
contracts between Contractor and the State exceed $250,000 dollars.

B. Contractor agrees to maintain a record of the number of employees who have 
accepted health insurance; declined health insurance due to other health insurance coverage
already in place; or declined health insurance for other reasons. These records are subject to
review and audit by a representative of the state.

C. Contractor agrees to advise all employees of the availability of State publicly
financed health care coverage programs by providing each employee with, as a minimum, the
following web site link to additional information: 

22. Employee Pay Equity Reporting.

Contractor agrees if it has ten (10) or more New Mexico employees 0R eight (8) or more
employees in the same job classification, at any time during the term of this contract, to complete
and submit the form on the annual anniversary of the initial report submittal for
contracts up to one (1) year in duration. If contractor has (250) or more employees contractor
must complete and submit the PEZSO form on the annual anniversary of the initial report
submittal for contracts up to one (1) year in duration. For contracts that extend beyond one (1)
calendar year, or are extended beyond one (1) calendar year, contractor also agrees to complete

 

 

 

'1

Contract SLO 15?13

and submit the or PE250 form, whichever is applicable, within thirty (30) days of the
annual contract anniversary date of the initial submittal date or, if more than 180 days has
elapsed since submittal of the last report, at the completion of the contract, whichever comes
first. Should contractor not meet the size requirement for reporting at contract award but
subsequently grows such that they meet or exceed the size requirement for reporting, contractor
agrees to provide the required report within ninety (90 days) of meeting or exceeding the size
requirement. That submittal date shall serve as the basis for submittals required thereafter.
Contractor also agrees to levy this requirement on any subcontractor(s) performing more than
10% of the dollar value of this contract if said subcontractor(s) meets, or grows to meet, the
stated employee size thresholds during the term of the contract. Contractor further agrees that,
should one or more subcontractor not meet the size requirement for reporting at contract award
but subsequently grows such that they meet or exceed the size requirement for reporting,
contractor will submit the required report, for each such subcontractor, within ninety (90 days) of
that subcontractor meeting or exceeding the size requirement. Subsequent report submittals, on
behalf of each such subcontractor, shall be due on the annual anniversary of the initial report
submittal. Contractor shall submit the required form(s) to the State Purchasing Division of the
General Services Department, and other departments as may be determined, on behalf of the
applicable subcontractor(s) in accordance with the schedule contained in this paragraph.
Contractor acknowledges that this subcontractor requirement applies even though contractor
itself may not meet the size requirement for reporting and be required to report itself.

Notwithstanding the foregoing, if this Contract was procured pursuant to a solicitation, .
and if Contractor has already submitted the required report accompanying their response to such
solicitation, the report does not need to be re-subrnitted with this Agreement.

23. Invalid Term or Condition.
If any term or condition of this Agreement shall be held invalid or unenforceable, the

remainder of this Agreement shall not be affected and shall be valid and enforceable.

24. Enforcement of Agreement.

A party's failure to require strict performance of any provision of this Agreement shall not
waive or diminish that party's right thereafter to demand strict compliance with that or any other
provision. No waiver by a party of any of its rights under this Agreement shall be effective unless
express and in writing, and no effective waiver by a party of any of its rights shall be effective to
waive any other rights.

25. Notices.

Any notice required to be given to either party by this Agreement shall be in writing and
shall be delivered in person, by courier service or by US. mail, either first class or certified,
return receipt requested, postage prepaid, as follows:

To the Agency:
Aubrey Dunn

310 Old Santa Fe Trail
Santa Fe, NM 87504
adunn@slo.state.nm.us

Contract SLO 15?13

To the Contractor:

Soul Threads, LLC/Joseph R. Mraz

P. O. Box 1040

Pecos, New Mexico, 87552?1040

Tel: 505/819?9434

mrnnaz gmailcom or ?nn?azl gmailcom

 

26. Authority.
If Contractor is other than a natural person, the individual(s) 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.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of
signature by the DFA Contracts Review Bureau below.

 cannon,  My

By: Date:   7120/5
@s eg Counsel Certifying legal sufficiency .
Lac Date: //7z 

Agnew/g Chief Financial/Officer

   

 

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he

       

 Data/?7? 

tactor 5/ 6

Br ..

 



Contract SLO 15-13

The records of the Taxation and Revenue Department re?ect that the Contractor is registered
with the Taxation and Revenue Department of the State of New Mexico to pay gross receipts and
compensating taxes.

 

ID Number: 03-193258-00-4

By: Date: ML

axation and Rfevenue Department

This Agreement has been approved by the DFA Contracts Review Bureau:

  

 

I 1 a
?i?wre?mu 

 

By: Date: 22-4
EFFECTIVE 1

JAN 2 2015

 

 

 

CONTRACT BUREAU

 

10