REQUEST FOR INFORMATION (RFI)

Incorporated County of Los Alamos Procurement Division

101 Camino Entrada, Building 3 Los Alamos, NM 87544

RFI27-01 SMART Recovery for Juveniles

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NOTIFICATION REGARDING SUBMISSION PROCESS AND REGISTRATION INSTRUCTIONS

The Incorporated County of Los Alamos (“County”) has recently implemented a new on-line eProcurement portal. This new platform, Euna Procurement powered by Bonfire, provides the County’s electronic Bid and Proposal process (“County’s Procurement Portal”). It is where the County will post solicitation opportunities, including Invitation for Bids (IFB), Request for Proposals (RFP), Request for Qualifications (RFQ) and Request for Information/Interest (RFI). The County’s Procurement Portal will streamline the County’s Bid process for Bid or Proposal submission, acceptance, evaluation, and award. For vendors, the County’s Procurement Portal will enhance communication, allow for fast and accurate Bids and Proposals, and provide automatic notification about projects.

Registered vendors will view and submit Bids and Proposals electronically. The past practice of submitting electronic Bids and Proposals by email or submitting paper Bids and Proposals is being phased out. If you are seeing this notification in a solicitation document, submissions will be accepted ONLY electronically through the County’s Procurement Portal for this solicitation. It is every Offeror’s responsibility to read, understand, and submit Bids and Proposals in accordance with the instructions provided in and specific to each solicitation document.

Requested Action: Please register as a vendor on the County’s Procurement Portal by visiting https://losalamosnm.bonfirehub.com and click on “Register”. Registration is free and only takes a few minutes. Please be sure to select the applicable NIGP: The Institute for Public Procurement (“NIGP”) Commodity Codes for your business when you are prompted so that you can receive notification of recommended opportunities when they are sent out by the County to the NIGP Commodity Codes you have selected.

Already Have a Bonfire Vendor Account? If you already have a Bonfire vendor account and are already registered for another agency’s portal, you will still need to visit the County’s Procurement Portal at https://losalamosnm.bonfirehub.com and click on “Log In” to provide County-requested information, view open opportunities, receive opportunity notifications, and submit Bids and Proposals through the County’s Procurement Portal. You will be able to manage the multiple agencies with whom you do business through the button labelled “My Supplier Hub” in your Bonfire account.

For Bonfire Support, visit the Vendor Help Center at https://vendorsupport.gobonfire.com where you can view support articles and videos and search FAQ’s on all aspects of Bonfire. For personal assistance, you can email Support.Bonfire@eunasolutions.com . Support is available Monday to Friday from 6:00 a.m. to 6:00 p.m. Mountain Time.

https://losalamosnm.bonfirehub.com/ https://vendorsupport.gobonfire.com/ mailto:Support.Bonfire@eunasolutions.com

NEEDS STATEMENT

This solicitation is a Request for Information (“RFI”). The County may utilize the responses received from this RFI to develop specifications and/or scope of services for a future procurement or to gauge interest in a future procurement. A sole source selection may also result when there is only one respondent to an RFI.

This RFI is being administered by Judge Elizabeth Allen and the Municipal Court.

The Incorporated County of Los Alamos (“County”) Municipal Court is seeking information from qualified service providers who provide fully Smart Recovery for Juvenile. Youth in the County face increasing challenges related to substance use and behavioral health, yet there is a lack of developmentally appropriate, evidence-based recovery supports tailored to juveniles. Traditional programs often fail to engage adolescents or address their unique needs for skill-building, autonomy, and motivation. There is a clear need for structured, youth-centered programming such as SMART Recovery, which uses cognitive behavioral and motivational approaches to help participants develop coping strategies, manage impulses, and build resilience. Contracted facilitation of juvenile-focused SMART Recovery meetings will provide a consistent, supportive environment that promotes positive behavior change, reduces recidivism, and supports long-term well-being.

SOLICITATION INFORMATION

Solicitation No. RFI27-01

Solicitation Title SMART Recovery for Juveniles

Requesting Dept. Municipal Court

SOLICITATION SCHEDULE

Advertised July 2, 2026

Question Submission Deadline

July 14, 2026 2:00 p.m. Mountain Time

Responses to Questions Issued by County

July 21, 2026 5:00 p.m. Mountain Time

County reserves the right to issue responses at any time prior to this date.

Response Due Date and Closing

Aug 5, 2:00 p.m. Mountain Time

Late responses will not be considered

CONTACT INFORMATION

Procurement Contact Name Patricia Masterson

Title Management Analyst

E-Mail patricia.masterson@losalamosnm.gov

Phone No. 505.662.8127

ESTIMATED PROCESS SCHEDULE AFTER CLOSING

The estimated dates of the solicitation process after closing are tentatively planned as follows, are provided here for informational purposes only, and at County’s discretion, may be subject to change without prior notification. Discussions may be conducted with responsible offerors who submit Proposals determined to be reasonably likely to be selected for award for the purpose of clarification to ensure full understanding and conformation with the solicitation requirements for the purpose of obtaining best and final offers.

Submission Review Aug 6, 2026 – August 20, 2026.

The County of Los Alamos is an Equal Opportunity Employer mailto:patricia.masterson@losalamosnm.gov

1. ELECTRONIC SUBMISSIONS

A full copy of the solicitation and all associated documents can be found on the County’s Procurement Portal at https://losalamosnm.bonfirehub.com/. Only Responses submitted through the County’s Procurement Portal by the Response Due Date stated herein, or as may be modified by addendum, will be considered. Late responses will not be considered. To register to view and download solicitation documents and submit a Proposal through the County’s Procurement Portal, follow the instructions on page 1 of this solicitation.

2. QUESTIONS

Any questions must be received in writing at least five (5) business days prior to the submission due date, unless otherwise stated herein or in an addendum. Questions must be submitted through the County’s Procurement Portal. Please follow the instructions on page one (1) of this document to register for the County’s Procurement Portal to submit written questions. Responders who submit questions via e-mail or by phone shall be redirected to submit written questions through the County’s Procurement Portal.

Responders must submit in writing through the County’s Procurement Portal, as stated herein, any questions or requested clarification necessary for Responder to provide a complete response with all Proposal response components and pricing included. Responders are asked to refrain from including in Proposals statements such as “more information available upon request,” “pricing to be determined,” or other similar statements. Such statements and failure of Responder to seek clarification needed for Responder to provide the requested information may result in a Responder being found non-responsive or non-responsible. This in no way may be construed to conflict with County’s right to hold interviews and discussions for clarification with Responders, as further described herein.

3. GENERAL INFORMATION

3.1. About Los Alamos County. The Incorporated County of Los Alamos is situated at the foot of the Jemez Mountains on the Pajarito Plateau with an elevation ranging from 6,200 feet to 9,200 feet. Los Alamos is an incorporated county, established under a special provision of the State constitution, giving it both county and municipal authority and powers. Two distinct communities, Los Alamos Town site and White Rock, each with its own visitor center, are home to ~19,000 people. Los Alamos is mostly known for the historic accomplishments of its largest employer, Los Alamos National Laboratory, and continues to gain notice for its vast scenic assets and recreational opportunities. Visit the Los Alamos County website (www.losalamosnm.us) and the tourism website (www.visitlosalamos.org) for more information.

3.2. Unless otherwise defined, the following terms may be used interchangeably throughout this RFI:

“Responder”, “You/Your,” “Offeror,” “Contractor,” and “Vendor” “Proposal,” “Response,” and “Submittal” “Software,” “Solution,” and “System” “Project” and “Services” “RFI” and “Solicitation”

3.3. The County invites Responses from all qualified respondents. No Response may be withdrawn after the scheduled closing time. Responses will not be accepted after the scheduled closing time. Please make note of the submittal requirements outlined in this solicitation. Read and follow the instructions carefully. Include the required documents stated in this RFI as part of your submittal packet. Any misinterpretation or failure to comply with the submittal requirements could result in rejection of the Response. Response preparation is at the Respondent’s expense.

3.4. Any change(s) to the solicitation will be conveyed through the written addenda process. Read carefully and follow all instructions provided on any addendum, as well as the instructions provided in the original

Template Version: 20250321 solicitation. Responders are expected to acknowledge receipt of addenda by submitting signed copies of addenda with the submitted Proposal.

3.5. County reserves the right, at its sole discretion, to accept or reject any Response; to waive any and all irregularities in any or all statements or Proposals; to request additional information from any or all respondents; and to award a contract to the responsible Responder whose Response is most beneficial to County. While County reserves the right to execute a contract for the services listed herein, nothing in this document shall be interpreted as binding County to enter into a contract with any Responder.

Proposals are Public Records. Pursuant to the New Mexico Inspection of Public Records Act, NMSA 1978, Chapter 14, Article 2, all materials submitted under this RFI shall be presumed and considered public records. Except to the extent any information may be protected by state or federal law, Proposals shall be considered public documents and available for review and copying by the public. County declines to sign any non-disclosure agreements or confidentiality agreements submitted by potential Responders. If a Responder fails to submit information requested in the RFI that Responder considers to be confidential, the County reserves the right to find any Responder’s Proposal non-responsive or non-responsible based on the information provided in or excluded from Responder’s response.

4. BACKGROUND

4.1. General County Background Information. The Incorporated County of Los Alamos is situated at the foot of the Jemez Mountains on the Pajarito Plateau with an elevation ranging from 6,200 feet to 9,200 feet. Los Alamos is an incorporated county, established under a special provision of the State constitution, giving it both county and municipal authority and powers. Two distinct communities, Los Alamos Town site and White Rock, each with its own visitor center, are home to ~19,000 people. Los Alamos is mostly known for the historic accomplishments of its largest employer, Los Alamos National Laboratory, and continues to gain notice for its vast scenic assets and recreational opportunities. Visit the Los Alamos County website (www.losalamosnm.us) and the tourism website (www.visitlosalamos.org) for more information.

5. SCOPE OF RESPONSE

5.1. Describe your firm’s familiarity with SMART Recovery meetings and any training or background of the facilitator in SMART recovery.

5.2. Describe your firm’s experience with facilitation and coordination of juvenile SMART Recovery meetings designed to serve youth referred through the Municipal Courts or partner agencies.

5.3. Describe your firm’s experience receiving and tracking referrals, coordinating participant intake, and ensuring appropriate communication with referring entities.

5.4. Describe your firm’s experience planning, scheduling and hosting SMART Recovery meetings at locations accessible to youth. If your firm has experience conducting meetings, describe how SMART Recovery Principles are utilized to schedule and conduct meetings.

5.5. Would your firm have the capacity to perform SMART Recovery services in-person in Los Alamos County at various facilities including facilities within Los Alamos Public Schools (LAPS) or other sites approved by the Municipal Court.

5.6. Describe your firm’s capacity to record and maintain attendance records and documentation of all meetings held. Describe your firm’s capacity to provide a monthly report detailing attendance for meetings. County would require that a report include, at a minimum, the dates and locations of each SMART Recovery meeting conducted, the number of participants in attendance at each session, and any additional summary information requested by the Court to support program evaluation and oversight.

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5.7. Describe your firm’s ability to comply with all applicable confidentiality requirements and coordinate with the Municipal Court to ensure services align with referral needs and program goals.

6. Pricing and Costs.

6.1. The County desires to and may contract for up to seven (7) years for these services. Please describe your ability to provide pricing for and contract for a multi-term agreement up to seven (7) years and describe any concerns or challenges with being able to provide pricing and contract for that length of time. Please confirm your understanding that the County cannot agree to auto-renewal or “evergreen” provisions in an agreement and would seek to enter into an agreement with a provider with defined term start and term ending dates.

6.2. Provide detail and background information you might require from the County in order to give a detailed cost proposal. If you have an intake or new customer questionnaire you typically provide, please attach it to your response to this RFI.

6.3. Describe a typical pricing format for your services. Provide a rough order of magnitude or a range of typical annual costs based on your most basic service vs. a more all-inclusive package of products and services.

6.4. If your firm has a current contract for the requested services issued under any of the following conditions, please describe the contract, the entity with whom you’ve contracted, the agreement number, and if available, provide a link to the agreement online:

6.4.1. A current federal contract (e.g., GSA or FSS);

6.4.2. A current contract with the State of New Mexico or any other New Mexico governmental entity;

6.4.3. A current contract issued under a cooperative purchasing agreement with another public entity; or

6.4.4. An existing contract, that was subject to competitive solicitation, with another government or agency thereof.

6.5. Contract Terms and Conditions. A County Sample Services Agreement is attached hereto as Exhibit A. Respondents are asked to review the Exhibit and include a link to or attach a copy of any of their own master services agreement or terms and conditions.

7. RESPONSE FORMAT

Please provide your response in a written format addressing each of the items listed in the Scope of Responses above. Please restate the requested information from the Scope of Responses prior to providing your response.

8. ILLEGAL ACTS

The Los Alamos County Procurement Code, Article 9, imposes remedies and penalties for its violation.

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

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EXHIBIT A

SAMPLE SERVICES AGREEMENT

INCORPORATED COUNTY OF LOS ALAMOS

SERVICES AGREEMENT

AGRXX-XX

This SERVICES AGREEMENT (“Agreement”) is entered into by and between the Incorporated County of Los Alamos, an incorporated county of the State of New Mexico ("County"), and ______________, a _______________ corporation ("Contractor"), collectively (the “Parties”), to be effective for all purposes ___________, 202X (“Effective Date”). [Alternate: to be effective on the date of last signature. Depending on timing of Services this alternate may be appropriate.

Preferred practice is to use a defined date. If project schedule is time sensitive, recommend using a defined date.]

WHEREAS, [FOP RFP’S] -- the County Purchasing Officer determined in writing that the use of competitive sealed bidding was either not practical or not advantageous to County for procurement of the Services and County issued Request for Proposals No. 2X-XX (“RFP”) on ____________, requesting proposals for ______________, as described in the RFP [FOR SMALL PSA’S] -- procurement of the Services was made in accordance with Los Alamos Procurement Code Sec. 31-103 Small Purchases. [FOR SOLE SOURCE PROCUREMENTS] --the County Purchasing Officer determined in writing, after conducting a good faith review of available sources, that there is only one source for the Services [Alternate: goods/construction] [FOR COOPERATIVE AGREEMENT PRICING] Section 31-3(b)(4) of the County Code of Ordinances allows for procurement of goods, services, or construction items under existing contracts that are with a person that has a current contract, that was subject to competitive solicitation, with another government or agency thereof; and

[FOR COOPERATIVE AGREEMENT PRICING] -- WHEREAS, Contractor was awarded a [type of agreement] with [agency] on [date], as a result of [type of competitive solicitation, name and number]; and

[FOR COOPERATIVE AGREEMENT PRICING] -- WHEREAS, County requested a quote from Contractor for [services or goods requested], as provided for in the [type of cooperative agreement], and Contractor provided a quote to County that complies with the pricing terms of the [type of cooperative agreement]; and

[FOR RFP’S ONLY] -- WHEREAS, Contractor timely responded to the RFP by submitting a response dated _________________ (“Contractor’s Response”); and

[FOR RFP’S ONLY] -- WHEREAS, based on the evaluation factors set out in the RFP, Contractor was the successful Offeror for the services listed in the RFP; and

[FOR CONTRACTS MORE THAN $300,000.00] -- WHEREAS, the County Council approved this Agreement at a public meeting held on ________________________; and

WHEREAS, Contractor shall provide the Services, as described below, to County.

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NOW, THEREFORE, in consideration of the premises and the covenants contained herein, County and Contractor agree as follows:

SECTION A. SERVICES: [To be added based on services requested by County and proposed by Contractor and accepted by County.]

SECTION B. TERM: The term of this Agreement shall commence ______________ and shall continue through _________, unless sooner terminated, as provided herein. At County’s sole option, the [County Manager/County Utilities Manager] may renew this Agreement for up to ________ (___) consecutive one-year period(s), unless sooner terminated, as provided therein.

SECTION C. COMPENSATION:

1. Amount of Compensation. County shall pay compensation for performance of the Services in an amount not to exceed ___________________________ ($__________), which amount does not include applicable New Mexico gross receipts taxes (“NMGRT”). Compensation shall be paid in accordance with the compensation rate schedule set out in Exhibit A, attached hereto and made a part hereof for all purposes.

2. Monthly Invoices. Contractor shall submit itemized [monthly, per the completion of the Project Phase/Task, annually, or upon some other schedule proposed by Contractor and accepted by County] invoices to County’s Project Manager showing amount of compensation due, amount of any NMGRT, and total amount payable. Payment of undisputed amounts shall be due and payable thirty (30) days after County’s receipt of the invoice.

SECTION D. TAXES: Contractor shall be solely responsible for timely and correctly billing, collecting and remitting all NMGRT levied on the amounts payable under this Agreement.

SECTION E. STATUS OF CONTRACTOR, STAFF, AND PERSONNEL: This Agreement calls for the performance of services by Contractor as an independent contractor. Contractor is not an agent or employee of County and shall not be considered an employee of County for any purpose.

Contractor, its agents, or employees shall make no representation that they are County employees, nor shall they create the appearance of being employees by using a job or position title on a name plate, business cards, or in any other manner, bearing County’s name or logo.

Neither Contractor nor any employee of Contractor shall be entitled to any benefits or compensation other than the compensation specified herein. Contractor shall have no authority to bind County to any agreement, contract, duty, or obligation. Contractor shall make no representations that are intended to, or create the appearance of, binding County to any agreement, contract, duty, or obligation. Contractor shall have full power to continue any outside employment or business, to employ and discharge its employees or associates as it deems appropriate without interference from County; provided, however, that Contractor shall at all times during the term of this Agreement maintain the ability to perform the obligations in a professional, timely, and reliable manner.

SECTION F. STANDARD OF PERFORMANCE: Contractor agrees and represents that it has and shall maintain the personnel, experience, and knowledge necessary to qualify it for the particular duties to be performed under this Agreement. Contractor shall perform the Services described herein in accordance with a standard that meets the industry standard of care for performance of the Services.

SECTION G. DELIVERABLES AND USE OF DOCUMENTS: All deliverables required under this Agreement, including material, products, reports, policies, procedures, software improvements, databases, and any other products and processes, whether in written or electronic form, shall remain the exclusive property of and shall inure to the benefit of County as works for hire;

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Contractor shall not use, sell, disclose, or obtain any other compensation for such works for hire.

In addition, Contractor may not, with regard to all work, work product, deliverables, or works for hire required by this Agreement, apply for, in its name or otherwise, any copyright, patent, or other property right, and acknowledges that any such property right created or developed remains the exclusive right of County. Contractor shall not use deliverables in any manner for any other purpose without the express written consent of County.

SECTION H. EMPLOYEES AND SUB-CONTRACTORS: Contractor shall be solely responsible for payment of wages, salary, or benefits to any and all employees or contractors retained by Contractor in the performance of the Services. Contractor agrees to indemnify, defend, and hold harmless County for any and all claims that may arise from Contractor's relationship to its employees and subcontractors.

SECTION I. INSURANCE: Contractor shall obtain and maintain insurance of the types and in the amounts set out below throughout the term of this Agreement with an insurer acceptable to County. Contractor shall assure that all subcontractors maintain like insurance. Compliance with the terms and conditions of this Section is a condition precedent to County’s obligation to pay compensation for the Services, and Contractor shall not provide any Services under this Agreement unless and until Contractor has met the requirements of this Section. County requires Certificates of Insurance, or other evidence acceptable to County, stating that Contractor has met its obligation to obtain and maintain insurance and to assure that subcontractors maintain like insurance. Should any of the policies described below be cancelled before the expiration date thereof, notice shall be delivered in accordance with the policy provisions. General Liability Insurance and Automobile Liability Insurance shall name County as an additional insured.

1. General Liability Insurance: ONE MILLION DOLLARS ($1,000,000.00) per occurrence;

ONE MILLION DOLLARS ($1,000,000.00) aggregate.

2. Workers’ Compensation: In an amount as may be required by law. County may immediately terminate this Agreement if Contractor fails to comply with the Worker’s Compensation Act and applicable rules when required to do so.

3. Automobile Liability Insurance for Contractor and its Employees: ONE MILLION DOLLARS ($1,000,000.00) combined single limit per occurrence; ONE MILLION DOLLARS ($1,000,000.00) aggregate on any owned, and/or non-owned motor vehicles used in performing Services under this Agreement.

4. Professional Liability Insurance: ONE MILLION DOLLARS ($1,000,000.00). Professional Liability Insurance shall provide coverage for Services provided hereunder during the term of this Agreement and for a period of at least five (5) years thereafter.

5. Cyber Insurance: In addition to insurance required under the Agreement, Contractor shall, at its sole cost and expense, procure and maintain through the term of the Agreement and for two (2) years following the termination or expiration of the Agreement, cyber/network privacy insurance with limits of THREE MILLION DOLLARS ($3,000,000.00) per claim/in aggregate.

Such policy shall provide coverage for disclosures and/or breaches of County Data arising out of or relating to Contractor’s Services. Such policy shall also include coverage for the costs associated with restoring lost or damaged County Data, sending breach notifications to affected individuals, public relations expenses, fines, and penalties. Such policy shall not contain exclusions for the acts or omissions of either Contractor, County, or their respective employees, agents, subcontractors, or volunteers, whether intentional or unintentional, resulting in or relating to any use of County Data not expressly permitted by this Agreement.

Contractor must notify County at least thirty (30) days prior to the cancellation or modification of such policy.

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SECTION J. RECORDS: Contractor shall maintain, throughout the term of this Agreement and for a period of six (6) years thereafter, records that indicate the date, time, and nature of the services rendered. Contractor shall make available, for inspection by County, all records, books of account, memoranda, and other documents pertaining to County at any reasonable time upon request.

SECTION K. DUTY TO ABIDE: Contractor shall abide by all applicable federal, state, and local laws, regulations, and policies and shall perform the Services in accordance with all applicable laws, regulations, and policies during the term of this Agreement.

SECTION L. NON-DISCRIMINATION: During the term of this Agreement, Contractor shall not discriminate against any employee or applicant for an employment position to be used in the performance of the obligations of Contractor under this Agreement, with regard to race, color, religion, sex, age, ethnicity, national origin, sexual orientation or gender identity, disability, or veteran status.

SECTION M. CHOICE OF LAW: The interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico.

SECTION N. VENUE, FORUM NON-CONVENIENS, EXCLUSIVE STATE JURISDICTION:

County and Contractor knowingly, voluntarily, intentionally, and irrevocably agree that any and all legal proceedings related to this Agreement, or to any rights or any relationship between the Parties arising therefrom, shall be solely and exclusively initiated, filed, tried, and maintained in the First Judicial District Court of the State of New Mexico. County and Contractor each expressly and irrevocably waive any right otherwise provided by any applicable law to remove the matter to any other state or federal venue, consents to the jurisdiction of the First Judicial District Court of the State of New Mexico in any such legal proceeding, waives any objection it may have to the laying of the jurisdiction of any such legal proceeding. County and Contractor also agree that this term is a material inducement for each to enter this Agreement, and that both County and Contractor warrant and represent that each have had the opportunity to review this term with legal counsel.

SECTION O. WAIVER OF JURY TRIAL: In the event of any action or proceeding, (including without limitation, any claim, counterclaim, cross-claim or third party claim) arising out of or, relating to this Agreement, or the transaction contemplated by this Agreement, County and Contractor KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL, and agree that a court shall determine and adjudicate all issues of law and fact with a jury trial being expressly waived. County and Contractor also agree that this waiver of a jury trial was a material inducement for each to enter this Agreement, and that both County and Contractor warrant and represent that each have had the opportunity to review this jury waiver with legal counsel.

SECTION P. INDEMNITY: Contractor shall indemnify, defend, and hold harmless County, its Council members, employees, agents, and representatives, from and against all liability, claims, demands, actions (legal or equitable), damages, losses, costs, or expenses, including attorney fees, of any kind or nature, to the extent that the liability, claims, demands, actions, damages, losses, costs, and expenses are caused by, or arise out of, the acts or omissions of the Contractor or Contractor’s officers, employees, agents representatives, and subcontractors in the performance or breach of the Services under this Agreement.

SECTION Q. FORCE MAJEURE: Neither County nor Contractor shall be liable for any delay in the performance of this Agreement, nor for any other breach, nor for any loss or damage arising from uncontrollable forces such as fire, theft, storm, war, or any other force majeure that could

Template Version: 20250321 not have been reasonably avoided by exercise of due diligence; provided, however, that the party failing to perform shall (i) as soon as possible, inform the other party of the occurrence of the circumstances preventing or delaying the performance of its obligations, and describe at a reasonable level of detail the circumstances causing such delay, and (ii) exert reasonable efforts to eliminate, cure, or overcome any of such causes and to resume performance of its Services with all possible speed. In such event, the non-performing party may be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and such party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible without delay.

SECTION R. NON-ASSIGNMENT: Contractor shall not assign this Agreement or any privileges or obligations herein and shall not novate this Agreement to another without the prior written consent of the [County Manager/County Utilities Manager].

SECTION S. LICENSES: Contractor shall maintain all required licenses including, without limitation, all necessary professional and business licenses, throughout the term of this Agreement. Contractor shall require and shall assure that all of Contractor’s employees and subcontractors maintain all required licenses including, without limitation, all necessary professional and business licenses.

SECTION T. PROHIBITED INTERESTS: Contractor agrees that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its Services hereunder. Contractor further agrees that it shall not employ any person having such an interest to perform Services under this Agreement. No County Council member or other elected official of County, or manager or employee of County shall solicit, demand, accept, or agree to accept, a gratuity or offer of employment contrary to Section 31-282 of the Los Alamos County Code.

SECTION U. TERMINATION:

1. Generally. The [County Manager/County Utilities Manager] may terminate this Agreement with or without cause upon ten (10) days prior written notice to Contractor. Upon such termination, Contractor shall be paid for Services actually completed to the satisfaction of County at the rate set out in Section X. Contractor shall render a final report of the Services performed to the date of termination, and shall turn over to County originals of all materials prepared pursuant to this Agreement.

2. Funding. This Agreement shall terminate without further action by County on the first day of any County fiscal year for which funds to pay compensation hereunder are not appropriated by County Council. County shall make reasonable efforts to give Contractor at least ninety

(90) days advance notice that funds have not been and are not expected to be appropriated for that purpose.

SECTION V. NOTICE: Unless otherwise provided in this Agreement, any notices required under this Agreement shall be made in writing. Notices shall be sent via 1) hand-delivery; 2) registered or certified mail; 3) a nationally recognized overnight courier service; or 4) electronic mail (with copy by mail or courier). All notices shall be sent to each party at the addresses set out in this section or any address later provided by such party in writing, with postage prepaid by the sender, and shall be deemed delivered upon hand delivery, verified proof of delivery by courier, or three

(3) days after deposit in the United States Mail.

County:

Project Manager Incorporated County of Los Alamos

Contractor:

Title Company

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Address Los Alamos, New Mexico 87544 E-mail:

With a copy to:

County Attorney’s Office 1000 Central Avenue, Suite 340 Los Alamos, New Mexico 87544 E-mail: ~Attorney@lacnm.us

Address E-mail:

SECTION W. INVALIDITY OF PRIOR AGREEMENTS: This Agreement supersedes all prior contracts or agreements, either oral or written, that may exist between the Parties with reference to the Services described herein, and expresses the entire Agreement and understanding between the Parties with reference to said Services. It cannot be modified or changed by any oral promise made by any person, officer, or employee, nor shall any written modification of it be binding on County until approved in writing by both authorized representatives of County and Contractor. In the event of any conflict between the terms, conditions, and provisions of this Agreement, and the terms, conditions and provisions of any exhibits or attachments, the terms, conditions and provisions of this Agreement shall control and take precedence.

SECTION X. NO IMPLIED WAIVERS: The failure of County to enforce any provision of this Agreement is not a waiver by County of the provisions, or of the right thereafter, to enforce any provision(s).

SECTION Y. SEVERABILITY: If any provision of this Agreement is held to be unenforceable for any reason: (i) such provision shall be reformed only to the extent necessary to make the intent of the language and purpose of the Agreement enforceable; and (ii) all other provisions of this Agreement shall remain in effect so long as the substantive purpose of the Agreement is possible.

SECTION Z. CAMPAIGN CONTRIBUTION DISCLOSURE FORM: A Campaign Contribution Disclosure Form is attached as Exhibit X. Contractor must submit this form with this Agreement, if applicable.

SECTION AA. LEGAL RECOGNITION OF ELECTRONIC SIGNATURES: Pursuant to NMSA 1978 § 14-16-7, this Agreement may be signed by electronic signature.

SECTION AB. DUPLICATE ORIGINAL DOCUMENTS: This document may be executed in two

(2) counterparts, each of which shall be deemed an original.

SECTION AC. NEGOTIATED TERMS: This Agreement reflects negotiated terms between the Parties, and each party has participated in the preparation of this Agreement with the opportunity to be represented by counsel, such that neither party shall be considered to be the drafter of this Agreement or any of its provisions for the purpose of any statute, case law, or rule of interpretation or construction that would or might cause any provision to be construed against the drafter of this Agreement.

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SECTION AD. CONFIDENTIAL INFORMATION: [REMOVE IF NOT APPLICABLE] Any confidential information of one party that is provided to the other party during the term of this Agreement shall be kept confidential and shall not be made available to any individual or organization in accordance with the Confidential Information Disclosure Statement in Exhibit X.

The Confidential Information Disclosure Statement shall be completed by Contractor as a condition precedent and submitted as part of this Agreement. Its terms shall govern as if fully set forth herein.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date(s) set forth opposite the signatures of their authorized representatives to be effective for all purposes on the date first written above.

ATTEST INCORPORATED COUNTY OF LOS ALAMOS

__________________________ BY: _____________________________________

MICHAEL D. REDONDO ANNE W. LAURENT DATE

COUNTY CLERK COUNTY MANAGER

Approved as to form:

J. ALVIN LEAPHART

COUNTY ATTORNEY

_______________________, A _____

CORPORATION

BY: _____________________________________

DATE

NAME: _______________________

TITLE: _______________________