PROFESSIONAL SERVICES CONTRACT
This contract is hereby made and entered into by and between MESALANDS
COMMUNITY COLLEGE FOUNDATION, INC. a New Mexico corporation (hereinafter
MCC FOUNDATION, INC.) and CLINTON D. HARDEN & ASSOCIATES, LLC
(hereinafter CLINTON D. HARDEN) on the 1st day of December, 2014.
WHEREAS, MCC FOUNDATION, INC. has found it necessary and desirable to retain
an individual or firm to provide government relations as further described below; and
WHEREAS, MCC FOUNDATION, INC. desires to hire CLINTON D. HARDEN to provide
said services; and
WHEREAS, CLINTON D. HARDEN desires to provide such services under the terms
and conditions of this professional services contract.
THEREFORE, IT IS HEREBY MUTUALLY AGREED UPON by and between the parties
that:
1.

Scope of Work: CLINTON D. HARDEN shall:

A. Represent MESALANDS COMMUNITY COLLEGE’S interests from December 1,
2014 through November 30, 2015 including during the Regular Session of the 2015 New
Mexico State Legislature, any Special Sessions and during the Interim Process;
B. Design and implement a campaign directed towards key state legislators,
administration leadership and staff on the important issues facing MESALANDS
COMMUNITY COLLEGE including those issues associated with the capital outlay,
higher education funding formula, distance learning programs for detention facilities.
C. Design and implement an aggressive funding request campaign to acquire funding
appropriations as approved by MESALANDS COMMUNITY COLLEGE for infrastructure
improvements, intercollegiate athletic programs, and Mesalands Community College’s
Dinosaur Museum and Natural Science Laboratory.
D. Represent MESALANDS COMMUNITY COLLEGE at all hearings, committee
meetings and/or meetings with government officials; present and defend MESALANDS
COMMUNITY COLLEGE’S proposed projects, scopes of work, and budgets, and
mission, and assist in preparing handout materials, if appropriate, for review by
interested parties.
E. Regularly consult with MESALANDS COMMUNITY COLLEGE designee.
MESALANDS COMMUNITY COLLEGE shall designate one officer who shall be the

 official contact for MESALANDS COMMUNITY COLLEGE. MESALANDS
COMMUNTIY COLLEGE may change their designee and provide written notice to
Clinton D. Harden.
2. Terms: This contract shall be effective from December 1, 2014 through November
30, 2015, unless otherwise terminated pursuant to the termination provision herein.
This contract shall not be effective until approved and signed by the MCC
FOUNDATION, INC. designee. At a mutual desire of the parties, this contract may be
extended beyond the termination date.
3. Compensation: MCC FOUNDATION, INC. shall pay CLINTON D. HARDEN as
follows for the work performed under this contract:
A. A total sum of EighteenThousand Dollars ($18,000.00) plus New Mexico Gross
Receipt Tax of 8.125%. MCC FOUNDATION, INC. will make payments in twelve
installments of $1500.00 (plus tax on each installment date).
B. The first installment shall be due on December 1, of 2014, second and subsequent
installments will be due on the first day of the month beginning January 1, 2015.
C. CLINTON D. HARDEN will also be reimbursed for any necessary expenses which
are approved in advance by the MCC FOUNDATION, INC. designee.
D. In the event that the contract is terminated, the annual fee should be prorated to
the date of termination.
E. CLINTON D. HARDEN will obtain a City of Tucumcari business license and work
contracted herein will be deemed performed at Tucumcari, Quay County, New Mexico
with gross receipts taxes on the contract being paid at Tucumcari, Quay County, New
Mexico.
4.

Termination:

A. MCC FOUNDATION, INC . may, with or without cause, terminate this contract with
30 days notice. THE MCC FOUNDATION, INC. shall have the right to immediately
terminate this contract due to any action or publicity about CLINTON D. HARDEN,
whether or not based upon occurrences in the past, where the MCC FOUNDATION,
INC. determines, in their sole discretion, that the actions or publicity discredits,
embarrasses or puts MESALANDS COMMUNITY COLLEGE in a bad light. Notice of
termination shall be in writing and hand-delivered or mailed (certified mail, return receipt
requested) to CLINTON D. HARDEN. If notice is by mail, the notice period will begin to
run three (3) calendar days from the date the notice is deposited with the United States
Postal Service. If notice is hand-delivered, the notice period will begin to run as of the

 date of delivery to Clint Harden, agent of CLINTON D. HARDEN, or at their place of
business, located at 1348 CR H, Clovis, New Mexico 88101-1026.
B. CLINTON D. HARDEN may terminate this contract if the MCC FOUNDATION, INC.
is in default in the performance of any material term, condition or covenant of this
agreement and if MCC FOUNDATION, INC. does not cure the default within twenty (20)
business days after notice, or, if the default is of such nature that it cannot be cured
completely within the twenty (20) business day period. If CLINTON D. HARDEN
exercises its right of termination under this paragraph, this contract shall terminate sixty
(60) days following the date written notice of termination is given, as completely as if it
were the date definitely fixed for the expiration of this contract. Notice of termination
shall be in writing and hand-delivered or mailed (certified mail, return receipt) to MCC
FOUNDATION, INC. (Attention: Mesalands Designee). If notice is by mail, the notice
period will begin to run three (3) calendar days from the date the notice is deposited with
the United States Postal Service. If notice is hand-delivered, the notice period will begin
to run as of the date of delivery to the office of Mesalands Designee.
C. In no event shall termination nullify obligations of either party prior to the effective
date of the termination.
5. Status of CLINTON D. HARDEN: CLINTON D. HARDEN is a New Mexico LLC,
CLINTON D. HARDEN acknowledges that it is an independent contractor and as such
neither it, nor its employees, agents or representatives shall be considered employees
or agents of MESALANDS COMMUNITY COLLEGE nor shall CLINTON D. HARDEN be
eligible to accrue sick leave, retirement benefits, or any other benefits provided
MESALANDS COMMUNITY COLLEGE employees. CLINTON D. HARDEN will provide
legislative, administrative and executive government relations services on behalf of
MESALANDS COMMUNITY COLLEGE, but it will not provide any other services.
6. Subcontracting: CLINTON D. HARDEN shall not subcontract any portion of the
services to be performed under this contact, without the prior written approval of MCC
FOUNDATION, INC.
7. Assignment: CLINTON D. HARDEN shall not assign or transfer any interest in the
contract, or assign any claims for money due, or to become due, under this contract
without the prior written approval of MCC FOUNDATION, INC.
8.

Updates: CLINTON D. HARDEN agrees that it will provide quarterly written reports.

9. Indemnification: CLINTON D, HARDEN agrees to indemnify and hold harmless the
MCC FOUNDATION, INC. officials, agents and employees from any and all claims,
suits and causes of action which may arise from negligent or reckless performance
under this contract unless specifically exempted by New Mexico law. CLINTON D.
HARDEN further agrees to indemnify and hold MCC FOUNDATION, INC. harmless

 from all claims for personal injury or death sustained by CLINTON D. HARDEN, its
employees, agents or other representatives while engaged in the performance of this
contract.
10. Release: CLINTON D. HARDEN agrees that upon contract termination date and
MCC FOUNDATION, INC. adherence to payment plan it releases MCC FOUNDATION,
INC. from all liabilities, claims and/or obligations whatsoever arising from, or under this
contract.
11. Non-Agency: CLINTON D. HARDEN agrees not to purport to bind MCC
FOUNDATION, INC./MESALANDS COMMUNITY COLLEGE to any obligation not
assumed herein by MCC FOUNDATION, INC. unless CLINTON D. HARDEN has
express written approval and then only within the limits of that expressed authority.
12. Conflict of Interest: CLINTON D. HARDEN warrants that it presently has no
interest or conflict of interest and shall not acquire any interest or conflict of interest
which would conflict with its performance of services under this contract.
13. Non-Discrimination: CLINTON D. HARDEN agrees that it, its employee(s) and or
agent(s) shall comply with all federal, state and local laws regarding equal employment
opportunities, fair labor standards, and other non-discrimination and equal opportunity
compliance laws, regulations and practices.
14. Entire Contract: This contract represents the entire agreement of the parties and
supersedes any and all prior oral or written agreements or understandings between the
parties concerning the subject matter of this contract.
15. Amendment: This contract shall not be altered, changed, modified or amended,
except by instrument, in writing, executed by both parties.
16. Applicable law: This contract shall be governed by the Laws of the State of New
Mexico and the ordinances, resolutions, rules and regulations of MCC FOUNDATION,
INC. Venue for any dispute arising from this contract shall be mediated before litigation
at District Court located in Quay County.
17. Attorney’s Fees: Should either party to this contract be obligated to seek
enforcement of the terms of this contract through a court of law, the breaching party as
determined by any judge or special master shall be responsible for all court costs and
reasonable attorney’s fees incurred by the non-breaching party as a result of the breach
of this agreement.
18. Acknowledgments: CLINTON D. HARDEN acknowledges that it is aware of the
Procurement code, Sections 13-1-28 through 13-1-199, NMSA (1978), as amended,
imposes civil and criminal penalties for its violation. CLINTON D. HARDEN also agrees

 to comply with the requirements and guidelines of the New Mexico Lobbyist Registration
Act. In addition, CLINTON D. HARDEN acknowledges that it is aware that New Mexico
criminal statutes impose felony penalties for illegal bribes, gratuities and kick-backs.
19. Work Product: All work and work product produced under this contract shall be
and remain the exclusive property of MCC FOUNDATION,INC. and CLINTON D.
HARDEN, shall not use, sell, disclose or otherwise make available to anyone (individual,
corporation or organization) any work and work product produced under the contract,
other than to MCC FOUNDATION, INC.
IN WITNESS HEREOF, the parties have executed this agreement as of the date first
written above.

MESALANDS COMMUNITY COLLEGE FOUNDATION, INC.
By:_________________________________________________________
Date
CLINTON D. HARDEN & ASSOCIATES, LLC
By:_________________________________________________________
Clinton D. Harden
Date
1348 CR H Clovis, New Mexico 88101-1026