THE REGENTS OF THE UNIVERSITY OF NEW MEXICO SERVICES AGREEMENT This Services Agreement (?Agreement?) is entered into between The Regents of The University of New Mexico a constituent institution of the State of New Mexico, and The Advocay Group with its principal of?ce located at 1333 H. St. NW, Apt. 500, Washington, DC 20005-4707 (?Consultant?). Recitals and Agreements. UNM is in need of a consultant to provide assistance identifying opportunities to help raise the University?s pro?le at the federal level with Congress, the Administration, agencies, and organizations as set forth in this Agreement. The Consultant has been awarded this contract to provide services to UNM upon the terms and conditions set forth herein, and the Consultant is willing to undertake the work upon such terms and conditions. The Consultant represents and warrants that the Consultant is professionally quali?ed to render the consultant services required by UNM and possess any licenses and/or certi?cates required under state or federal law to perform the services required under this Agreement. The Consultant warrants that UNM 5 Con?ict of Interest and Debarment/Suspension Certi?cation Form has been accurately completed by Consultant. NOW, THEREFORE, UNM and the Consultant further agree as follows: 1.0 CONSULTANT SERVICES. 1.1 The Services. The Consultant shall perform those services (the ?Services?) described in Exhibit A, attached to and incorporated by reference in this Agreement. The Consultant shall perform the Services as expeditiously as is consistent with good professional skill and care and the orderly progress of the Services. 1.2 Services Fee. UNM will pay Consultant for services rendered at the rates set forth in Exhibit A. 1.3 Project Coordinator. The UNM Director or Government and Community Relations or designee will act as coordinator (Project Coordinator) between UNM and the Consultant. Throughout the period of the Project, copies of all correspondence, reports, work products, speci?cations, estimates and other materials prepared by the Consultant should be directed to the Project Coordinator and also to any other UNM personnel designated by the Project Coordinator. Direct contact or communication by the Consultant with other UNM of?ces or any other state or governmental entity concerning the Project shall be made only with the prior knowledge and approval of the Project Coordinator. 1.4 Consulting Team. The professional consulting team for the Project shall be the same team identi?ed in the Consultant?s submittal responding to solicitation unless a change is requested by the Consultant and approved in writing by the Project Coordinator; or a change is requested in writing by the Project Coordinator for good cause, in which case the Consultant shall make an appropriate substitution, subject to approval, and notify UNM in writing. Major changes in the Consultant? 3 organization or personnel (other than the consulting team) shall be reported to UNM in writing as they occur. 1.5 Entire Agreement. All terms and conditions of solicitation, any amendments thereto and Consultant?s response are made a part of this Agreement unless expressly contradicted by a term or condition of this Agreement. Proposals or suggestions of the Consultant for changes in the Rev. Services Agreement Form Date May 23, 2012 1 solicitation or the terms and conditions of the contract are not binding upon UNM and are not a part of this Agreement unless set forth in an amendment of the solicitation or in this Agreement and agreed to in writing. 2.0 PRESS EVENT PARTICIPATION. 2.1 Neither the Consultant nor any member of the Consulting Team shall issue any press release to any publication, including newspapers, without ?rst clearing the text with and receiving prior written approval from the Project Coordinator. 2.2 The Consultant must obtain the approval from the UNM Director or Government and Community Relations or designee any time Consultant intends to invite a UNM Faculty or Staff to participate in any political fundraiser or event. 2.3 The Consultant shall not use the word UNM or a logo of UNM as a sponsor of any political fundraiser/event. 3.0 PROGRESS REPORT AND SCHEDULES 3.1 Progress Reports. The Consultant will be required to ?le with the Project Coordinator a status report. One copy shall be forwarded to UNM in suf?cient time to be received no later than the tenth day of the month immediately following the end of the month covered by the report. 3.2 Progress Report Details. Each report shall include a summary of accomplishment during the past month, a projection of work to be accomplished during the month the report is ?led, and a long- range projection of work to be accomplished during the next three months. Any information required from UNM and the dates such information is necessary in order to maintain the schedule shall be speci?cally identi?ed in these reports. 3.3 Continuation of Reports. A report may be required to be submitted throughout the term of the contract. 4.0 PAYMENTS. 4.1 Payment Requests. Payment requests (invoices) shall be sent to UNM Accounts Payable, Department, P.O. Box 4548, Albuquerque, New Mexico 87196-4548. 4.2 Invoice Details. Invoices may be presented at the beginning of each month covering service and/or expenses incurred during the previous month. The Consultant shall furnish an original with the Purchase Order Number clearly indicated on each invoice. 4.3 Payment Dispute. No invoice will be processed if there is a dispute between UNM and the Consultant as to the current or cumulative services provided. 4.4 No Waiver. approval of periodic payments if any, to the Consultant shall not constitute, in any sense, approval or acceptance by UNM of the Project work performed through the date of the invoice or of the Consultant? 3 assertion of the percentage of the Project work completed through the date of the invoice. 4.5 Degree of Completion. When required by UNM to substantiate the degree of completion Rev. Services Agreement Form Date May 23, 2012 2 claimed in any application for periodic payments, the Consultant shall furnish UNM with copies of the documents evidencing the degree of completion claimed. 4.6 Consultant Certi?cation of Payment to Subcontractors. Upon all applications for periodic payments, excepting only the ?rst such application, the Consultant shall certify in writing to UNM under penalty of perjury, that all subcontractors to the Consultant whose work comprised a portion of the prior application for periodic payment were paid in full within ten (10) days after Consultant received payment from UNM for such prior application. 4.7 Abandonment of Project by UNM. Should the Project be abandoned or curtailed or should UNM cancel this Agreement at any time, the Consultant shall be paid a proportionate part of the compensation due and payable to it based upon the proportion of the Project completed as of the termination of work hereunder. Notice of abandonment, curtailment or cancellation may be oral, but shall be con?rmed in writing within 30 days by UNM, at which time the Consultant shall immediately ?le with UNM the ?nal date of the consultant services performed and a ?nal progress report. If payments have exceeded the proportion of Project work completed, a refund shall be due UNM. 5.0 PROJECT REVIEW MEETINGS. If so requested by the Project Coordinator, the Consultant shall meet as soon as possible after execution of this Agreement with the Project Coordinator and other UNM staff to discuss ?nal details relative to commencement of and performance of this Project. 6.0 OWNERSHIP OF DOCUMENTS. 6.1 Ownership of Document. All documents which are prepared by the Consultant or any member of the consulting team that form a part of its services under this Agreement shall be the property of UNM and shall be delivered to UNM upon termination of this Agreement if UNM so requests . The Consultant shall be responsible for the protection and/or replacement of any original documents in its possession. UNM shall receive all original documents and the Consultant shall retain a reproducible copy. 6.2 Work Made for Hire. For the consideration payable under this Agreement, the work product required by this Agreement shall be considered a work made for hire within the meaning of that term under the copyright laws of the United States, applicable common law and corresponding laws of other countries. UNM, shall have sole right and authority to seek statutory copyright protection and to enjoy the bene?ts of ownership of the work. The party performing the work hereby assigns all rights, title and interest in and to the work to UNM and shall require all members of the consulting team to agree in writing that they assign all right, title and interest in work product required by the Agreement to UNM. 6.3 Survival of Provision. This provision shall survive expiration and termination of this agreement. 7.0 ADMINISTRATION PROVISION AND TERMS REQUIRED BY STATE PURCHASING 7.1 New Mexico Law. The laws of the State of New Mexico shall govern the interpretation and enforcement of this Agreement. 7.2 Termination for Convenience. UNM may terminate this Agreement, in whole or in part, Rev. Services Agreement Form Date May 23, 2012 3 without showing cause upon prior written notice to the Contractor specifying the extent and the effective date of the termination. The provisions of the UNM Purchasing Policies and Procedures hereunder, including the determination of rights and obligations of the parties, shall govern termination. 7.3 Termination for Default. When the Consultant has not performed or has unsatisfactorin performed the Agreement, payment shall be withheld at the discretion of the UNM. Failure on the part of a Consultant to ful?ll contractual obligations shall be considered just cause for termination of the Agreement and the Consultant is not entitled to recover any costs incurred by the Consultant up to the date of termination. The provisions of UNM Purchasing Policies and Procedures hereunder, including the determination of the rights and obligations of the parties, shall govern termination. 7.4 Changes. This Agreement may be amended with the consent of both parties. Amendments may not change signi?cantly the scope of the Agreement. 7.5 Disputes. This Agreement shall belsubject to UNM Purchasing Policies and Procedures. Pending resolution of a claim, the Consultant shall proceed diligently with the performance of the Agreement in accordance with the UNM Purchasing Director? 3 decision. 7.6 Suspension of Work. The UNM Purchasing Director unilaterally may order the Consultant in writing to suspend, delay, or interrupt all or any part of the work for such period of time as he may determine to be appropriate for the convenience of UNM. 7.7 Delays and Extension of Time. The Consultant agrees to prosecute the work continuously and diligently and no charges or claims for damages shall be made by it for any delays or hindrances from any cause whatsoever during the progress of any portion of the work speci?ed in this Agreement. Time extensions will be granted only for excusable delays that arise from unforeseeable causes beyond the control and without fault or negligence of the Consultant, including but not restricted to, acts of God, acts of the public enemy, acts of the State in either its sovereign or contractual capacity, acts of another Consultant in the performance of a contract with the State, ?res, ?oods, epidemics, quarantine restrictions, strikes, freight embargoes, or delays of subcontractors or suppliers arising from unforeseeable causes beyond the control and without the fault or negligence or either the Consultant or the subcontractors or suppliers. 7.8 Nondiscrimination in Employment. The Consultant agrees not to discriminate in any manner against an employee or applicant for employment because of race, color, religion, creed, age, sex, marital status, national origin, ancestry, or disability of a quali?ed individual with a disability and post and to cause subcontractors to post in conspicuous places available to employees and applicants for employment, notices setting forth the substance of this clause. 8.0 INDEMNIFICATION AND INSURANCE. 8.1 Indemni?cation. Consultant assumes the entire responsibility and liability for losses, expenses, damages, demands and claims in connection with or arising out of any actual or alleged personal injury (including death) and/or damage or destruction to property sustained or alleged to have been sustained in connection with or arising out of the goods delivered by Consultant or the performance of the work by Consultant, its agents, employees, subcontractors or Consultants, except to the extent of liability arising out of the negligent performance of the work by or willful misconduct of the University. Consultant shall indemnify, defend and hold harmless the University, its of?cers, agents, and Rev. Services Agreement Form Date May 23, 2012 4 employees from any and all liability for such losses, expenses, damages, demands, claims and judgments, including court costs and attorney? 5 fees, which may arise out of Consultant' 5 performance of services. Consultant will also indemnify defend and hold harmless the University against any joint and several liabilities imposed against the University with respect to strict products liability claims attributable to the fault of the Consultant. The liability of the University of New Mexico shall subject in all cases to the immunities and limitations of the New Mexico Tort Claims Act, Section 41-41?1 et seq, NMSA 1978, as amended. 8.2. Insurance. Consultant will procure and maintain during the life of this contract, Professional Liability Insurance in an amount not less than $500,000.00 each occurrence. The insurance coverage will not be canceled or materially changed except after thirty (30) says written notice has been provided to UNM. Consultant will furnish the UNM copies of Certi?cates of Insurance showing coverage, limits of liability, covered operations, effective dates and dates of expiration of policies of insurance carried by Consultant. Said coverage will be maintained for a period of three years after the date of ?nal payment hereunder 9.0 CERTIFICATIQE The University of New Mexico Supplier Con?ict of Interest and Debarment/Suspension Certification Form has been signed, as appropriate, and is included as part of this Agreement. 10.0 INDEPENDENT CONTRACTOR STATUS 10.1 Independent Contractor. It is expressly understood that Consultant is an independent contractor and not the agent, partner or employee of UNM. Consultant shall have complete charge and responsibility for persons employed by Consultant and engaged in the performance of the specified work. Neither Consultant nor any of its agents shall be treated as an employee of UNM for any purpose whatsoever. Consultant declares that Consultant has complied with all federal, state and local laws regarding business permits and licenses of any kind that may be required to carry out the said business and the tasks to be performed under this Agreement. Consultant further declares that it is engaged in the same or similar activities for other clients and that UNM is not Consultant? 5 sole or only client or customer. 10.2 Tax Withholding. No federal, state, or local income, payroll or employment taxes of any kind shall be withheld or paid by UNM with respect to payments to or on behalf of Consultant, its agents or employees. Consultant shall withhold and pay any taxes on behalf of its employees as required by law. The payroll or employment taxes that are the subject of this paragraph include but are not limited to FICA, FUTA, federal personal income tax, state personal income tax, state disability insurance tax, and state unemployment insurance tax. If Consultant is not a corporation, Consultant further understands that Consultant may be liable for self-employment (social security) tax, to be paid by Consultant according to law. 11.0 ENTIRE AGREEMENT. This Agreement, with its incorporated exhibits, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, commitments, offers, contracts and writing. Any amendments or further addenda hereafter made shall be in writing and executed with the same formality. 12.0 SEVERABILITY. All terms of this Agreement are severable such that if any provision is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of the Rev. Services Agreement Form Date May 23, 2012 5 provisions shall continue to be valid and enforceable. 13.0 ASSIGNMENT. Consultant may not assign the rights or obligations under this Agreement without 3 prior written approval. 14.0 NOTICES. Any notice to either party hereunder must be in writing signed by the party giving it, and shall be served either personally or by registered or certi?ed mail addressed as follows: The Advocacy Group 1333 H. St. NW Apt. 500 Washington, DC 20005-4707 To Consultant: University of New Mexico Attn: Chief Procurement Of?cer MSC 11240 1 University of New Mexico Albuquerque, NM 8713 1-0001 To UNM: 15.0 TERM. The Consultant services to be provided by Consultant under this Agreement shall commence upon execution of this Services Agreement, and will remain in effect through June 30, 2015. 16.0 CONFIDENTIALITY OF INFORMATION. Con?dential information provided by UNM to Consultant shall not be disclosed by Consultant, its of?cers, employees or agents, to any third party, without the express written consent of UNM. 17.0 COOPERATION AND DISPUTE RESOLUTION. The parties agree that, to the extent compatible with the separate and independent management of each, they will maintain effective liaison and close cooperation. If a dispute arises related to the obligations or performance of either party under this Agreement, representatives of the parties will meet in good faith to resolve the dispute. 18.0 PENALTIES. The Procurement Code. Section 13-1-28 at seq. NMSA 1978, as amended imposes civil and criminal penalties for its violation. In addition, the New Mexico criminal statutes impose criminal penalties for bribes, gratuities, and kickbacks. This Agreement incorporates by reference Purchase Order Terms and Conditions BY SIGNING BELOW. THE CONSULTANT CERTIFIES THAT SHE IS AUTHORIZED TO OBLIGATE FIRM TO THE TERMS AND CONDITIONS OF THIS CONTRACT. THE REGENTS OF THE UNIVERSITY THE ADVOCACY GROUP: OF NEW MEXICO: Rev. Services Agreement Form Date May 23. 2012 6 . By: By: - PrintName: 559/365 Mall/.4; PrintName: leap; Title: Title: Baa. at a; my? Date: jl/5I// 1% Date: m? 14 This contract is not a federally funded project. This contract is a federally funded project and the attached DFAR clauses apply. EXHIBIT A TO SERVICES AGREEMENT Rev. Services Agreement Form Date May 23. 2012 7 1. SCOPE OF SERVICES. Consultant warrants that it will provide all services necessary to ful?ll the complete scope of services on this exhibit to include: 0 Identify opportunities to help raise the University?s pro?le at the federal level with Congress, the Administration, agencies and organizations. Advise and assist with the development and implementation of federal strategies on priority projects such as Innovate ABQ, international program, student ?nancial aid, and others. Initiate and assist, when needed, with communication with Members of Congress (outside of NM delegation) and staff. Secure opportunities for UNM faculty, and administrators to testify on the behalf of the University before legislative committees, federal agencies, and associations. Identify and monitor federal legislation that may impact the University, the Health Sciences Center and branch campuses. Draft letters and issue briefs on legislation, as necessary. Provide a quarterly report summarizing the activities and submit to the Director of Government Relations. II. SERVICES FEE. A. UNM will pay Consultant for services provided under this Agreement as follows: Compensation. UNM will pay Consultant for services provided under this Agreement in as follows: $4,166.67 per month Rev. Services Agreement Form Date May 23, 2012 8 THE REGENTS OF THE UNIVERSITY OF NEW NIEXICO SERVICES AGREEMENT This Services Agreement (?Agreement?) is entered into between The Regents of The University of New Mexico a constituent institution of the State of New Mexico, and Van Scoycc Associates, Inc. with its principal of?ce located at 101 Constitution Ave. NW, Ste. 600W, Washington, DC 20001- 2147 (?Consultant?). Recitals and Agreements. UNM is in need of a consultant to provide Federal Relations services to the University as set forth in this Agreement. The Consultant has been awarded this contract to provide services to UNM upon the terms and conditions set forth herein, and the Consultant is willing to undertake the work upon such terms and conditions. The Consultant represents and warrants that the Consultant is professionally quali?ed to render the consultant services required by UNM and possess any licenses and/or certificates required under state or federal law to perform the services required under this Agreement. The Consultant warrants that Conflict of Interest and Debarment/ Suspension Certi?cation Form has been accurately completed by Consultant. NOW, THEREFORE, UNM and the Consultant further agree as follows: 1.0 . CONSULTANT SERVICES. 1.1 The Services. The Consultant shall perform those services (the ?Services?) described in Exhibit A, attached to and incorporated by reference in this Agreement. The Consultant shall perform the Services as expeditiously as is consistent with good professional skill and care and the orderly progress of the Services. 1.2 Services Fee. UNM will pay Consultant for services rendered at the rates set forth in Exhibit A. 1.3 Project Coordinator. The UNM Director of Government and Community Relations or designee will act as coordinator (Project Coordinator) between UNM and the Consultant. Throughout the period of the Project, copies of all correspondence, reports, work products, specifications, estimates and other materials prepared by the Consultant should be directed to the Project Coordinator and also to any other UNM personnel designated by the Project Coordinator. Direct contact or communication by the Consultant with other UNM of?ces or any other state or governmental entity concerning the Project shall be made only with the prior knowledge and approval of the Project Coordinator. 1.4 Consulting Team. The professional consulting team for the Project shall be the same team identi?ed in the Consultant?s submittal responding to solicitation unless a change is requested by the Consultant and approved in writing by the Project Coordinator; or a change is requested in writing by the Project Coordinator for good cause, in which case the Consultant shall make an apprOpriate substitution, subject to UNM approval, and notin UNM in writing. Maj or changes in the Consultant? 3 organization or personnel (other than the consulting team) shall be reported to UNM in writing as they occur. 1.5 Entire Agreement. All terms and conditions of solicitation, any amendments thereto and Consultant?s reSponse are made a part of this Agreement unless expressly contradicted by a term or condition of this Agreement. Proposals or suggestions of the Consultant for changes in the Rev. Services Agreement Form Date May 23, 2012 1 solicitation or the terms and conditions of the contract are not binding upon UNM and are not a part of this Agreement unless set forth in an amendment of the solicitation or in this Agreement and agreed to in writing. I 2.0 PRESS EVENT PARTICIPATION. 2.1 Neither the Consultant nor any member of the Consulting Team shall issue any press release to any publication, including newspapers, without ?rst clearing the text with and receiving prior written approval from the Project Coordinator. 2.2 The Consultant must obtain the approval ?om the UNM Director of and Community Relations or designee any time Consultant intends to invite a UNM Faculty or Staff to participate in any political fundraiser or event. 2.3 The Consultant shall not use the word UNM or a logo of UNM as a sponsor of any political fundraiser/event. 3.0 PROGRESS REPORT AND SCHEDULES 3.1 Progress Reports. The Consultant will be required to ?le with the Project Coordinator a status report. One copy shall be forwarded to UNM in suf?cient time to be received no later than the tenth day of the month immediately following the end of the month covered by the report. 3.2 Progress Report Details. Each report shall include a summary of accomplishment during the past month, a projection of work to be accomplished during the month the report is ?led, and a long- range projection of work to be accomplished during the next three months. Any information required from UNM and the dates such information is necessary in order to maintain the schedule shall be speci?cally identi?ed in these reports. 3.3 Continuation of Reports. A report will be required to be submitted throughout the term of the contract. 4.0 PAYMENTS. 4.1 Payment Requests. Payment requests (invoices) shall be sent to UNM Accounts Payable Department, PO. Box 4548, Albuquerque, New Mexico 87196-4548. 4.2 Invoice Details. Invoices may be presented at the beginning of each month covering service and/or expenses incurred during the previous month. The Consultant shall furnish an original with the Purchase Order Number clearly indicated on each invoice. 4.3 Payment Dispute. No invoice will be processed if there is a dispute between UNM and the Consultant as to the current or cumulative services provided. 4.4 0 Waiver. approval of periodic payments if any, to the Consultant shall not constitute, in any sense, approval or acceptance by UNM of the Project work performed through the date of the invoice or of the Consultant? 3 assertion of the percentage of the Project work completed through the date of the invoice. Rev. Services Agreement Form Date May 23, 2012 2 4.5 Degree of Completion. When required by UNM to substantiate the degree of completion claimed in any application for periodic payments, the Consultant shall furnish UNM with copies of the documents evidencing the degree of completion claimed. 4.6 Consultant Certification of Payment to Subcontractors. Upon all applications for periodic payments, excepting only the ?rst such application, the Consultant shall certify in writing to UNM under penalty of perjury, that all subcontractors to the Consultant whose work comprised a portion of the prior application for periodic payment were paid in full within ten (10) days after Consultant received payment from UNM for such prior application. 4.7 Abandonment of Project by UNM. Should the Project be abandoned or curtailed or should UNM cancel this Agreement at any time, the Consultant shall be paid a proportionate part of the compensation due and payable to it based upon the proportion of the Project completed as of the termination of work hereunder. Notice of abandonment, curtailment or cancellation may be oral, but shall be con?rmed in writing within 30 days by UNM, at which time the Consultant shall immediately ?le with UNM the ?nal date of the consultant services performed and a ?nal progress report. If ayments have exceeded the proportion of Project work completed, a refund shall be due UNM. 5.0 PROJECT REVIEW MEETINGS. If so requested by the Project Coordinator, the Consultant shall meet as soon as possible after execution of this Agreement with the Project Coordinator and other UNM staff to discuss ?nal details relative to commencement of and performance of this Project. 6.0 - OWNERSHIP OF DOCUMENTS. 6.1 Ownership of Document. All documents which are prepared by the Consultant or any member of the consulting team that form a part of its services under this Agreement shall be the property of UNM and shall be delivered to UNM upon termination of this Agreement if UNM so requests . The Consultant shall be responsible for the protection and/or replacement of any original documents in its possession. UNM shall receive all original documents and the Consultant shall retain a reproducible copy. 6.2 Work Made for Hire. For the consideration payable under this Agreement, the work product required by this Agreement shall be considered a work made for hire within the meaning of that term under the copyright laws of the United States, applicable common law and corresponding laws of other countries. UNM shall have sole right and authority to seek statutory copyright protection and to enjoy the bene?ts of ownership of the work. The party performing the work hereby assigns all rights, title and interest in and to the work to UNM and shall require all members of the consulting team to agree in writing that they assign all right, title and interest in work product required by the Agreement to UNM. 6.3 Survival of Provision. This provision shall survive expiration and termination of this agreement. 7.0 ADMINISTRATION PROVISION AND TERMS REQUIRED BY STATE PURCHASING CODE. 7.1 New Mexico'Law. The laws of the State of New Mexico shall govern the interpretation and enforcement of this Agreement. Rev. Services Agreement Form Date May 23, 2012 3 7.2 Termination for Convenience. UNM may terminate this Agreement, in whole or in part, without showing cause upon prior written notice to the Contractor Specifying the extent and the effective date of the termination. The provisions of the UNM Purchasing Policies and Procedures hereunder, including the determination of rights and obligations of the parties, shall govern termination. 7.3 Termination for Default. When the Consultant has not performed or has unsatisfactorily performed the Agreement, payment shall be withheld at the discretion of the UNM. Failure on the part of a Consultant to ful?ll contractual obligations shall be considered just cause for termination of the Agreement and the Consultant is not entitled to recover any costs incurred by the Consultant up to the date of termination. The provisions of UNM Purchasing Policies and Procedures hereunder, including the determination of the rights and obligations of the parties, shall govern termination. I 7.4 Changes. This Agreement may be amended with the consent of both parties. Amendments may not change signi?cantly the scope of the Agreement. 7.5 Disputes. This Agreement shall be subject to UNM Purchasing Policies and Procedures. Pending resolution of a claim, the Consultant shall proceed diligently with the performance of the Agreement in accordance with the UNM Purchasing Director decision. 7.6 Suspension of Work. The UNM Purchasing Director unilaterally may order the Consultant in writing to suspend, delay, or interrupt all or any part of the work for such period of time as he may determine to be appropriate for the convenience of UNM. 7.7 Delays and Extension of Time. The Consultant agrees to prosecute the work continuously and diligently and no charges or claims for damages shall be made by consultant for any delays or hindrances from any cause whatsoever during the progress of any portion of the work speci?ed in this Agreement. Time extensions will be granted only for excusable delays that arise from unforeseeable causes beyond the control and without fault or negligence of the Consultant, including but not restricted to, acts of God, acts of the public enemy, acts of the State in either its sovereign or contractual capacity, acts of another Consultant in the performance of a contract with the State, ?res, ?oods, epidemics, quarantine restrictions, strikes, freight embargoes, or delays of subcontractors or suppliers arising ?'om unforeseeable causes beyond the control and without the fault or negligence or either the Consultant or the subcontractors or suppliers. 7.8 Nondiscrimination in Employment. The Consultant agrees not to discriminate in any manner against an employee or applicant for employment because of race, color, religion, creed, age, sex, marital status, national origin, ancestry, or disability of a quali?ed individual with a disability and post and to cause subcontractors to post in conspicuous places available to employees and applicants for employment, notices setting forth the substance of this clause. 8.0 INDEMNIFICATION AND INSURANCE. 8.1 Indemni?cation. Consultant assumes the entire responsibility and liability for losses, expenses, damages, demands and claims in connection with or arising out of any actual or alleged personal injury (including death) andfor damage or destruction to pr0perty sustained or alleged to have been sustained in connection with or arising out of the goods delivered by Consultant or the performance of the work by Consultant, its agents, employees, subcontractors or Consultants, except to Rev. SchICes Agreement Form Date May 23, 2012 4 the extent of liability arising out of the negligent performance of the work by or misconduct of the University. Consultant shall indenmify, defend and hold harmless the University, its of?cers, agents, and employees from any and all liability for such losses, expenses, damages, demands, claims and judgments, including court costs and attorney? 3 fees, which may arise out of Consultant? performance of services. Consultant will also indemnify defend and hold harmless the University against any joint and several liabilities imposed against the University with reSpect to strict products liability claims attributable to the fault of the Consultant. The liability of the University of New Mexico shall subject in all cases to the immunities and limitations of the New Mexico Tort Claims'Act, Section 41-41-1 et seq, NMSA 1978, as amended. 8.2. Insurance. Consultant will procure and maintain during the life of this contract, Professional Liability Insurance in an amount not less than $500,000.00 each occurrence. The insurance coverage will not be canceled or materially changed except after thirty (30) says written notice has been provided to UNM. Consultant will furnish the UNM copies of Certi?cates of Insurance showing coverage, limits of liability, covered Operations, effective dates and dates of expiration of policies of insurance carried by Consultant. Said coverage will be maintained for a period of three years after the date of ?nal payment hereunder 9.0 CERTIFICATION. The University of New Mexico Supplier Con?ict of Interest and Debarment/Suspension Certi?cation Form has been signed, as appropriate, and is included as part of this Agreement. 10.0 INDEPENDENT CONTRACTOR STATUS 10.1 Independent Contractor. It is expressly understood that Consultant is an independent contractor and not the agent, partner or employee of UNM. Consultant shall have complete charge and responsibility for persons employed by Consultant and engaged in the performance of the speci?ed work. Neither Consultant nor any of its agents shall be treated as an employee of UNM for any purpose whatsoever. Consultant declares that Consultant has complied with all federal, state and local laws regarding business permits and licenses of any kind that may be required to carry out the said business and the tasks to be performed under this Agreement. Consultant further declares that it is engaged in the same or similar activities for other clients and that UNM is not Consultant? 5 sole or only client or customer. 10.2 Tax Withholding. No federal, state, or local income, payroll or employment taxes of any kind shall be withheld or paid by UNM with respect to payments to or on behalf of Consultant, its agents or employees. Consultant shall withhold and pay any taxes on behalf of its employees as required by law. The payroll or employment taxes that are the subject of this paragraph include but are not limited to FICA, FUTA, federal personal income tax, state personal income tax, state disability insurance tax, and state unemployment insurance tax. If Consultant is not a corporation, Consultant further understands that Consultant may be liable for self?employment (social security) tax, to be paid by Consultant according to law. 11.0 ENTIRE AGREEMENT. This Agreement, with its incorporated exhibits, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, commitments, offers, contracts and writing. Any amendments or further addenda hereafter made shall be in writing and executed with the same formality. Rev. Services Agreement Form Date May 23, 2012 5 12.0 SEVERABILIT Y. All terms of this Agreement are severable such that if any provision is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of the provisions shall continue to be valid and enforceable. 13.0 ASSIGNMENT. Consultant may not assign the rights or obligations under this Agreement without 5 prior written approval. 14.0 NOTICES. An}r notice to either party hereunder must be in Writing signed by the party giving it, and shall be served either personally or by registered or certi?ed mail addressed as follows: To Consultant: Van Scoyoc Associates, Inc. 101 Constitution Ave. NW Suite 600W Washington, DC 20001-2147 To UNM: University of New Mexico Attn: Chief Procurement Of?cer MSC 11240 1 University of New'Mexico Albuquerque, NM 8713 1-0001 15.0 TERM. The Consultant services to be provided by Consultant under this Agreement shall commence upon execution of this Services Agreement, and will remain in effect through April 30, 2016 with the option to renew for three (3) additional one (1) year periods not to exceed four (4) years including extensions if UNM agrees to each separate extension in writing. 16.0 CONFIDENTIALITY OF INFORMATION. Con?dential information provided by UNM to Consultant shall not be disclosed by Consultant, its officers, employees or agents, to any third party, without the express written consent 17.0 COOPERATION AND DISPUTE RESOLUTION. The parties agree that, to the extent compatible with the separate and independent management of each, they will maintain effective liaison and close cooperation. If a disPute arises related to the obligations or performance of either party under this Agreement, representatives of the parties will meet in good faith to resolve the dispute. 18.0 PENALTIES. The Procurement Code. Section 13-1-28 at seq. NMSA 1978, as amended imposes civil and criminal penalties for its violation. In addition, the New Mexico criminal statutes impose criminal penalties for bribes, gratuities, and kickbacks. This Agreement incorporates by reference RFP o. RFP-1709-15 in its entirety, any amendments thereto, Consultants response to the RFP and Purchase Order Terms and Conditions BY SIGNING BELOW, THE CONSULTANT CERTIFIES THAT IS AUTHORIZED T0 OBLIGATE FIRM TO THE TERMS AND CONDITIONS OF THIS CONTRACT. Rev. Services Agreement Form Date May 23, 2012 6 THE REGENTS OF THE UNIVERSITY VAN SCOYOC ASSOCIATES, INC.: 0 MEXICO: - By: By: 57? Print NamEv?W 3 law-m, Print Name: H. Stewart Van Scoycc Title: 3535:! gm; ?431- Title: President Date: A?pv? Date; April 13, 2015 This contract is not a federally ?mded project. This contract is a federally funded project and the attached DFAR clauses apply. Rev, Services Agreement Form Date May 23, 2012 7 EXHIBIT A TO SERVICES AGREEMENT I. SCOPE OF SERVICES. Consultant warrants that it will provide all services necessary to ful?ll the complete scope of services outlined in 5, any amendments thereto, and Consultants response to that RFP to include: 0 NOTE: All references to UNM or University refer to main and branch campuses and - Communicate the University?s position on regulatory and legislative matters of interest, including, but not limited to: 0 Assist the University with the development, presentation, and promotion of federal priorities, initiatives and other proposals. 0 Help raise the University?s pro?le atthe federal level. 0 Direct, advise and assist with contact with Administration staff. 0 Direct, advise and assist with contact with Authorization and Appropriations professional staff. . Advise and assist in marketing the University of New Mexico to federal agencies. 0 Initiate and assist, when needed, with communication with Members of Congress and staff. 0 Meet with University Administration, faculty and staff who are in DC and assist in establishing agency contacts. 0 Identify sources of funding and associated research/development focus areas for federal initiatives and ability to think creatively in areas not previously accessed by the University . 0 Under the direction of the University?s Director of Government Relations or designee, help secure opportunities for UNM researchers, faculty, health care providers and administration to testify on behalf of the University before legislative committees, federal agencies, and associations. 0 Identify sources of funding and associated research/development focus areas for federal initiatives and ability to think creatively in areas not previously accessed by the University. Reports on other issues that may interest UNM. Identify and monitor federal legislation that may impact the University. Drafting letters and issue briefs on legislation, as necessary. . Attend hearings and markup sessions to track UNM projects, approPriations requests, and issues of interest, and provide reports of such activities to the Director of Federal Relations. -0000 Rev. Services Agreement Form Date May 23, 2012 3 0 Provide a report, with spreadsheet that summarizes the activities of the previous month and submit to the Director of Government Relations. Provide other related services as needed, including, but not limited to: 0 Assist in the development of strong relationships between UNM personnel and appropriate programmatic federal agency personnel. . 0 Assist in relationship outreach with Congressional committee Members and staff, such as chairmen, ranking members, clerks, and other members of key Authorization and Appropriations Subcommittees. II. SERVICES FEE. A. UNM will pay Consultant for services provided under this Agreement as follows: Compensation. UNM will pay Consultant for services provided under this Agreement in the amount of $18,000.00 per month to include gross receipts tax and $6,750.00 in subcontracting fees. Subcontracting. Upon all applications for periodic payments, excepting only the first such application, the Consultant will certify in writing to UNM under penalty of perjury that all subcontractors to the Consultant whose work comprised a portion of the prior application for periodic payment were paid in full within ten (10) days after Consultant received payment from UNM for such prior application. Out-of-Pocket Expenses. Upon prior approval, UNM will reimburse Consultant at cost for Out-of?Pocket expenses. Details of expenses will be included with the invoice, with receipts and backup documentation. Rev. Services Agreement Form Date May 23. 2012 9