AGREEMENT FOR SERVICES

THIS AGREEMENT, entered into the _____ day of ____________, by and between

_____________________________herein called the “Contractor” and the Gallup-McKinley

County Public School District No. 1, herein called the “District” or “GMCS”.

1. SCOPE OF WORK: Contractor shall provide all work and services as required in response to the Request for Proposals (RFP) _____________. Further, Contractor agrees to be bound by all terms and conditions set forth in stated RFP.

2. PAYMENT: Pricing for services shall be as outlined in (cost proposal attached). In accordance with §13-1-158 NMSA 1978, payments to the Contractor will be made based upon services completed, invoiced and verified by appropriate GMCS staff. Pre-payment for these types of services are not permitted.

3. TERM: Subject to the parties executing this contract, the term of this Agreement shall be effective from date of execution by GMCS through ________________, unless terminated, renewed or amended by either party.

4. LICENSES: As applicable to the Scope of Work, Contractor shall be licensed for the work required, keep licenses current for the duration of the contract, and pay any fees.

5. TERMINATION: This Agreement may be terminated without cause by either of the parties hereto upon written notice delivered to the other party at least thirty (30) days prior to the intended date of termination. By such termination, neither party may nullify obligations already incurred for performance or failure to perform prior to the date of termination.

6. STATUS OF CONTRACTOR: The Contractor, agents, and employees are independent contractors performing professional services for the District and are not employees of GMCS. The Contractor, and his agents and employees shall not accrue leave, retirement, insurance, bonding, use of District vehicles, or any other benefits afforded to employees of the District as a result of this Agreement. Neither shall the District be liable to the Contractor nor its Agents, nor their estates for any injury to person or property incurred in the course of the performance of this Agreement unless such injury shall have directly and proximately resulted from grossly negligent or reckless conduct on the part of the District or its agents acting within the scope of their employment and official duties.

7. INDEMNITY: The contractor shall indemnify and hold harmless the District, its officers and employees, against liability, claims, damages, losses or expenses arising out of bodily injury to persons' or damage to property caused by, or resulting from, contractor's and /or its employees, own negligent act(s) or omission(s) while contractor and/or its employees performs or fails to perform its obligations and duties under this agreement.

8. ASSIGNMENT: The Contractor shall not assign or transfer any interest in this Agreement or assign any claims for money due or to become due under this Agreement without the prior written approval of the District.

9. SUBCONTRACTING: The use of subcontractors is allowed. The prime contractor shall be wholly responsible for the entire performance of the contractual agreement whether or not subcontractors are used. Additionally, the prime contractor must receive approval in writing from the District awarding any resultant Contract before any subcontractor is used during the term of this agreement.

10. RECORDS AND AUDIT: The accounts and financial records, with respect to the services performed under the Contract, shall be kept separate or identifiable from those relating to the Contractor's other activities. The Contractor shall, with reasonable prior notice and during reasonable business hours, make all records and files available to the District Representative or Internal Auditor for inspection and audit.

a. In accordance with §13-1-161, the Contractor shall maintain and make available such records and files for the duration of the Contract, including any extension terms, plus three (3) years from the date of final payment.

b. Such records shall be maintained as an independent Certified Public Accountant would need to examine in order to certify a statement of Contractor's operations according to Generally Accepted Accounting Principles.

11. APPROPRIATIONS: The terms of this Agreement are contingent upon sufficient monies being made available by the Gallup-McKinley County Schools for the performance of this Agreement. If sufficient appropriations and authorizations are not made by the Gallup- McKinley County Schools, this Agreement shall terminate upon written notice being given by the District to the Contractor. The District’s decision as to whether sufficient appropriations are available shall be accepted by the Contractor and shall be final.

12. FINAL EXAMINATION AND ACCEPTANCES: When all work called for under this contract has been completed, appropriate GMCS personnel will make a thorough examination of the same and if it is found to comply with the requirements of the contract it will be accepted and final payment will be made.

13. RELEASE: The Contractor, upon final payment for invoices of the amount due under this Agreement, releases the District, its officers and employees, and the Gallup-McKinley County Schools from all liabilities, claims and obligations whatsoever arising from or under this Agreement. The Contractor agrees not to purport to bind the District to any obligations not assumed herein by the District, unless the Contractor has express written authority to do so, and then only within the strict limits of that authority.

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

15. CONFLICT OF INTEREST: The Contractor warrants 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 services required under this Agreement without prior disclosure and receipt of an official Determination from the District’s Chief Procurement Officer. Conflict of Interest includes, but is not limited to, contemporaneous employment of a GMCS employee or public officer, employment of a current GMCS employee or public officer’s direct family member, and/or employment of a former GMCS employee or public officer within one year of the date of separation from the District.

16. AMENDMENT: This Agreement shall not be altered, changed or amended except by instrument in writing executed by the parties hereto.

17. SCOPE OF AGREEMENT: This Agreement incorporates all the agreements, covenants, and understandings between the parties hereto concerning the subject matter hereof, and all such covenants, agreements and understandings have merged into this written

Agreement. No prior agreement or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this Agreement. And no subsequent agreement or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless incorporated by way of amendment as described in Paragraph 19.

18. NOTICE OF PROCUREMENT CODE: The Contractor understands and agrees the Procurement Code of the State of New Mexico imposes civil and criminal penalties for its violation. In addition, the New Mexico criminal statutes impose felony penalties for illegal bribes, gratuities, and kickbacks.

19. EQUAL OPPORTUNITY COMPLIANCE: The Contractor agrees to abide by all Federal and State laws and rules and regulations, and executive orders of the Governor of the State of New Mexico, pertaining to equal employment opportunity. In accordance with all such laws and rules and regulations, and executive orders of the Governor of the State of New Mexico, the Contractor agrees to assure that no person in the United States shall, on the grounds of race, color, national origin, sex, sexual preference, age or handicap, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under, any program or activity performed under this Agreement. If the Contractor is found to be not in compliance with these requirements during the life of this Agreement, the Contractor agrees to take appropriate steps to correct these deficiencies.

20. INSURANCE: Contractor shall provide certificate of insurance, for the duration of this contract, to include statutory limits for worker's compensation and professional liability.

Certificate evidencing the above shall be furnished to the Gallup-McKinley County Schools prior to commencement of services.

21. APPLICABLE LAW: This Agreement shall be governed by the applicable policies and regulations of the Gallup-McKinley County School Board and the laws of the State of New Mexico.

22. CONTINUATION: After completion of the initial contract term, an agreement may be continued on a month-to-month basis, upon mutual consent of both parties. This agreement may be extended after all renewal terms have expired for a duration, not to exceed six (6) calendar months, for the District to competitively solicit and award same services.

23. RENEWAL: Except when either party shall provide written notice of termination or that the contract shall expire on the anniversary date, multi-term contracts shall automatically renew for an additional term, up to the maximum number of terms stated in any Special Terms and Conditions. If all renewals are utilized, the final term of this contract shall end June 30 ________.

24. WAIVER OF CONTRACTURAL RIGHT: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

25. SEVERABILITY: If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.

26. NOTICE: All notices, requests, demands or other communications required or desired to be made or given hereunder or in connection herewith shall be in writing and shall be deemed to be duly given if delivered in person or mailed by certified or registered mail, postage prepaid, to the parties at the following addresses, or to such other addresses as may from time to time be designated by the parties by written notice in the manner herein provided:

Gallup-McKinley County Schools: {Contract Admin/Buyer}

Procurement & Business Services Gallup-McKinley County Schools P.O. Box 1318 Gallup, New Mexico 87305-1318

Contractor: {Contact Name, Address}

IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the date of executing by the School District below

{Contractor Name}

BY: _______ Date:

{Name, Title}

GALLUP-McKINLEY COUNTY PUBLIC SCHOOL DISTRICT No. 1

BY: _______ Date:

Joel Klemmer, Director of Procurement