Anthony J. Trujillo
Attorney
Direct: (505) 982-9523
Email: ajt@gknet.com

December 19, 2014
VIA ELECTRONIC MAIL
Dr. Ray Griffin
Principal
Turquoise Trial Charter School
13A San Marcos Loop
Santa Fe, NM 87508
Phone: (505) 986-4000
Fax: (505) 474-7862
E-Mail: rgriffin@ttschool.org
Re: Professional Services Agreement
Dear Dr. Griffin:
It is our pleasure to represent Turquoise Trail Charter School in connection with the services set
forth below. Paragraphs 1 through 18 (hereinafter, the “Agreement”) will describe the terms and conditions
of our representation to ensure your complete understanding and approval.
1.

PARTIES. This Agreement is made between Turquoise Trail Charter School (hereinafter,
the “Client”) and Gallagher & Kennedy, P.A. (hereinafter, “G&K”). The Client and G&K
may be referred to herein individually as a “Party” and collectively as the “Parties.”

2.

EFFECTIVE DATE. This Agreement shall be effective on the 19th day of December, 2014
(hereinafter, “Effective Date”).

3.

SCOPE OF WORK. G&K shall perform the following professional services (hereinafter,
“Services”) for the Client:
a.

monitoring of legislative and regulatory issues in New Mexico identified by the
Client as having a potential impact on the Client;

b.

advise and assist the Client with implementation of strategies involving the Client’s
legislative agenda in New Mexico and any regulatory issues in New Mexico related
to the Client’s legislative agenda;

c.

advocate on the Client’s behalf before the members and staff of New Mexico
Legislature, the Governor’s Office, and appropriate state regulatory agencies,
boards, commissions, and local governments; unless the Parties mutually agree,

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Page 2
such advocacy efforts do not include formal participation in rulemaking hearings
and administrative adjudications;
d.

assist the Client in working with other stakeholders, industry groups, trade
associations, and other interested parties having an impact on the Client’s
legislative agenda in New Mexico;

e.

advise and assist the Client regarding compliance with New Mexico laws dealing
with lobbying disclosure and reporting requirements and other applicable ethics
laws pertaining to the Services rendered;

f.

provide regular and timely information and communications about the Services
rendered; at times, such information and communications may contain legal
advice subject to the attorney-client privilege or work product doctrine; therefore, it
is recommended that disclosure and transmittal of such information and
communications be carefully reviewed and analyzed by the Client; and

g.

coordinate all Services through the following designated representative(s) of the
Client: Dr. Ray Griffin.

4.

STAFFING. The Services provided by G&K will be performed by Anthony (T.J.) J. Trujillo.
Subject to the Client’s approval, it may be necessary at times for Mr. Trujillo to consult with
or obtain assistance from other G&K employees, contractors, and staff. In this case, G&K
will use an independent contract, Write Away, LLC under the supervision of Jennifer
Trujillo, to assist in providing the Services.

5.

COMPENSATION & EXPENSES. G&K is typically compensated by a flat fee for the
Services rendered pursuant to this Agreement. However, in this case, G&K has agreed
to provide the services pro bono to the Client. In other words, there will be no
charges to the Client.

6.

BILLING. G&K will send the Client a monthly statement reflecting the amount due for
each month. Payment is due 30 days after the date the statements are mailed. If a
statement is not paid promptly, interest may be charged on any unpaid amounts at the rate
of one percent (1%) per month, and G&K will have the option of withdrawing from further
representation of the Client, regardless of the status of the matter at the time of
nonpayment. In this case, since G&K is providing the services on a pro bono basis,
there will be no monthly billing statement.

7.

EXTRAORDINARY COMPENSATION & EXPENSES. At times, the Client may request
G&K to complete additional professional services not contemplated within the scope of
work set forth above, thereby requiring extraordinary compensation not covered by the Flat
Fee. Likewise, at times, the Client may request G&K to incur extraordinary out-of-pocket
expenses not covered by the Flat Fee. Accordingly, G&K will not engage in additional

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Page 3
professional services requiring extraordinary compensation or incur extraordinary out-ofpocket expenses without the Client’s written consent setting forth the applicable
arrangements.
8.

RETAINER. In this case, a retainer arrangement does not apply; however, the
following information on a retainer applies to extraordinary compensation and
expenses. The Client may elect to pay in advance all or a portion of the extraordinary
compensation and expenses by means of a retainer. A retainer is in the nature of a
deposit held by G&K and shall be administered as follows:
a.

retainers are deposited in a pooled interest-bearing trust account, and any interest
derived from the retainer will be paid to the Center for Civic Values in accordance
with the New Mexico Rules of Professional Conduct;

b.

if the Client expects the interest on the retainers to be more than nominal or to be
held for an extended period of time, G&K will deposit the retainer in a separate
account whereby the interest will accrue to the Client’s benefit; the Client shall
request this separate handling, provide a taxpayer identification number with the
remittance of the retainer, and include an administrative fee of $125 payable to
G&K; and

c.

all retainers will be applied to the monthly statements, and any remainder will be
refunded to the Client upon termination of this Agreement.

9.

LOBBYING EXPENSES. The Parties acknowledge that G&K retains the discretion on
how to spend its earned income derived from any compensation by the Client. If G&K
elects to use a portion of its earned income derived from compensation for lobbying
expenses, any reporting or disclosure requirements under New Mexico laws for such
expenditures shall be attributable to G&K and reported as G&K expenditures.

10.

ETHICS. G&K agrees to:

11.

a.

comply with provisions of the Lobbyist Regulation Act, Gift Act, and other laws
applicable to rendering the Services for the Client;

b.

comply with any written policies or procedures established by the Client and
provided to G&K relating to ethical standards of conduct; and

c.

assist and advise the Client regarding compliance with New Mexico laws
applicable to lobbying activities.

TERM. This Agreement shall remain in effect until December 31, 2015, and shall renew
automatically for successive one year terms subject to the termination provision of this
Agreement.

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12.

TERMINATION. With thirty days prior written notice, either Party may terminate this
Agreement, with or without cause, at any point during the term of the Agreement.

13.

CONFLICTS OF INTEREST. G&K has completed an internal conflicts check regarding
representation of the Client, and G&K has no actual conflict of interest with representing
the Client regarding the Services set forth herein. In the future, if G&K has an actual
conflict of interest with representing the Client as set forth in the New Mexico Rules of
Professional Conduct or applicable New Mexico law, then G&K shall promptly notify the
Client of any such conflict and:
a.

either Party may immediately terminate this Agreement; or

b.

G&K can continue to represent the Client if the Parties can agree on acceptable
terms and conditions to waive the conflict.

14.

CONFIDENTIALITY. This Agreement requires G&K to keep confidential any proprietary
information, knowledge, property, and data of the Client which G&K may receive or
develop relating to the business activities, processes, methods, inventions, discoveries,
revenues, and other matters which are of a confidential nature relating to the Client’s
business. G&K agrees that it will not disclose the same to others without the consent and
approval of the Client.

15.

WORK PRODUCT. The Client will own the work product, documents, and files prepared,
organized, or assembled by G&K relating to the Client’s matters. It is G&K’s practice to
destroy each client’s files ten years after the closing of the files, unless the client directs
otherwise.

16.

GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with
the laws of the State of New Mexico, exclusive of the conflicts of law principles thereof.
The Parties agree that the state or federal courts in New Mexico are proper venue and
shall have exclusive jurisdiction over any actions respecting this Agreement, and the
Parties accordingly consent to the jurisdiction of such courts for such purposes.

17.

ENTIRE AGREEMENT. This Agreement represents the complete understanding between
the Parties and supersedes all prior negotiations, representations, or agreements, either
written or oral, and any amendments hereto must be in writing.

18.

COUNTERPARTS. This Agreement may be executed in identical counterparts, which will
be deemed to constitute one and the same agreement.

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G&K believes that a complete understanding of our respresentation will help to assure a good
relationship. If the terms and conditions set forth in paragraphs 1 through 18 set forth above are
acceptable, please sign the acceptance set forth below and return the original or a copy of the Agreement
to me at your earliest convenience.
We appreciate this opportunity to be of assistance.
Very truly yours,
GALLAGHER & KENNEDY, P.A.

________________________
Anthony (T.J.) J. Trujillo

 September 16, 2014
Page 6

I have reviewed this letter and understand the terms and conditions. Therefore, it is AGREED TO
AND ACCEPTED by the following parties:
FOR G&K:
By:
Position:
Signature:
Date:

FOR CLIENT:
By:
Position:
Signature:
Date:

AJT