LEGAL NOTICE PROFESSIONAL SERVICES RFP No. 05-18

LEGAL NOTICE PROFESSIONAL SERVICES

RFP No. 05-18

The Office of General Counsel of the New Mexico Department of Transportation is seeking a contractor to provide legal services related to commercial real estate development, financing, general business law, commercial transactions, and related areas. Requests for a proposal package shall be in writing to:

Contract Administration Section

New Mexico Department Of Transportation Attn: Marlene Sandoval

P.O. Box 1149 Santa Fe, New Mexico 87504-1149

E-Mail: [email protected](505) 827-5183 or Fax: (505) 827-5555

Or can be obtained via the Internet at the following address: www.nmshtd.state.nm.us To be placed on the procurement distribution list to receive responses to written questions and to receive any RFP amendments, an Acknowledgement of Receipt Form must be submitted by facsimile or mail to the Contracts Administration Section.

Questions:

Reynold E. Romero, General Counsel New Mexico Department of Transportation Office of General Counsel P O Box 1149, Room 123 Santa Fe, NM 87504-1149 (505) 827-5431; fax (505) 827-0709

Proposals due March 15, 2005, 2:00 P.M.

Local Prevailing Time

AN EQUAL OPPORTUNITY EMPLOYER

mailto:[email protected]

http://www.nmshtd.state.nm.us/

PAGE INTENTIONALLY BLANK

Legal Services RFP

REQUEST FOR PROPOSALS

FOR PROFESSIONAL

LEGAL SERVICES

RFP No. 05-18

New Mexico Department of Transportation P.O. Box 1149

Santa Fe, New Mexico 87504-1149

February 25, 2005

TABLE OF CONTENTS

Page

I. RFP SUMMARY ..........................................................................................3

II. DEFINITION OF TERMINOLOGY ...............................................................3

III. SCOPE OF SERVICES................................................................................4

IV. FORM OF PROPOSALS AND ADDITIONAL INSTRUCTIONS..................5

V. EVALUATION FACTORS............................................................................7

VI. TERMS AND CONDITIONS ........................................................................7

A. Amendments to the RFP

B. Proposal Availability

C. Amended Proposals

D. Incurred Expenses

E. Modification or Withdrawal of Proposals

F. Cancellation of RFP’s or Rejection of Proposals

G. Procurement Schedule

H. Mistakes in Proposals

I. Reservation of Rights

J. Signature Requirements

K. Applicable Law

L. Certifications and Licenses

M. Award Notice

N. Prohibited Bidding

O. Protests

P. Other Conditions/Requirements

ATTACHMENTS:

A. PROFESSIONAL SERVICES AGREEMENT

B. ACKNOWLEDGEMENT OF RECEIPT FORM

Legal Services RFP 2

REQUEST FOR PROPOSALS FOR LEGAL SERVICES

RFP NO. 05-18

PART I: RFP SUMMARY The Office of General Counsel of the New Mexico Department of Transportation (NMDOT) is accepting proposals from law firms which have experience in commercial real estate development law, finance, general business law, architectural services law, property acquisition, design build, Procurement Code and Regulations, commercial transactions, contract law, revenue bonds, public/private partnerships, syndication and preparation and review of requests for proposals involved in these type of transactions. Part II: DEFINITION OF TERMINOLOGY This section contains definitions that are used throughout this procurement document, including appropriate abbreviations. Contractor – means successful offeror who enters into a binding contract. Determination – means the written documentation of a decision of a procurement manager including findings of fact supporting a decision. A determination becomes part of the procurement file to which it pertains. Desirable – the terms “may”, “can”, “should”, “preferably”, or “prefers” identify a desirable or discretionary item or factor (as opposed to “mandatory”). Evaluation Committee – means a body appointed by the agency management to perform the evaluation of offeror proposals. Evaluation Committee Report – means a report prepared by the Procurement Manager and the Evaluation Committee for submission to the Central Purchasing Office for contract award that contains all written determinations resulting from the conduct of a procurement requiring the evaluation of competitive sealed proposals. Finalist – is defined as an offeror who meets all the mandatory specifications of the Request for Proposal and whose score on evaluation factors is sufficiently high to qualify that offeror for further consideration by the Evaluation Committee. Mandatory – The terms “must”, “shall”, “will”, “is required”, or “are required”, identify a mandatory item or factor (as opposed to “desirable”). Failure to meet a mandatory item


or factor will result in the rejection of the offeror’s proposal. Offeror – is any person, corporation, partnership, or joint vent venture that chooses to submit a proposal. Procurement Manager – means the person or designee authorized by the agency to manage or administer procurements requiring the evaluation of competitive sealed proposals. Public/Private Partnership - The NMDOT contemplates entering into joint projects with private entities in order to explore possible development of certain properties that NMDOT owns. NMDOT refers to this approach as a "public/private partnership" because, unlike typical situations in which the state is a purchaser of property, goods or services, the state will make every effort to maximize the return for itself and its business partner from the development of the properties. An offeror should be able to advise the NMDOT on legal issues that arise from this type of interaction and transaction. Request for Proposals or “RFP” – means all documents, including those attached or incorporated by reference, used for soliciting proposals. Responsible Offeror – means an offeror who submits a responsive proposal and who has furnished, as required, data to prove that his financial resources, production or service facilities, personnel, service reputation and experience are adequate to make satisfactory delivery of the services or items of tangible personal property described in the proposal. Responsive Offer or Responsive Proposal – means an offer or proposal that conforms in all material respects to the requirements set forth in the request for proposals. Material respects of a request for proposals include, but are not limited to, price, quality, quantity or delivery requirements. Part III: SCOPE OF SERVICES The Office of General Counsel of the New Mexico Department of Transportation (NMDOT) contemplates the development of a multi-modal complex and transit oriented development such as a mix of commercial and residential uses at its General Office site at 1120 Cerrillos Road, Santa Fe New Mexico. In addition, the NMDOT is also contemplating the commercial development of its District 5 complex located at 7315 Cerrillos Road, Santa Fe, New Mexico, which consists of 42.9 acres. The NMDOT is seeking a law firm to provide legal services involving these transactions, and is requesting proposals from law firms which have experience in commercial real estate development law, finance, general business law, architectural services law, property acquisition, design and build projects or delivery system, Procurement Code and Regulations, commercial transactions, contract law, revenue bonds, public/private partnerships, syndication and preparation and review of requests for proposals involved


in these type of transactions. Scope of services may also include review of proposals issued by the NMDOT and proposals submitted by offerors for the development of a multi-modal complex at its General Office Complex and the commercial development of its District 5 complex. In their proposals, offerors shall include a signed statement that to the best of their knowledge and belief (1) they currently represent no clients adverse to the NMDOT or State Transportation Commission (STC) or whose representation may materially limit their ability to provide the requested services to the NMDOT or STC; or (2) their representation of another client or clients in matters involving the NMDOT or STC will not adversely affect their ability to perform the requested scope of services. In either case, this statement shall include a list of all current matters involving the NMDOT or STC, if any, in which the offeror represents another client or clients. The NMDOT retains the discretion to consent to or reject representation by any offeror under the provisions of 16-107 NMRA 1997. The initial term of any contract executed under this RFP shall be two (2) years, with the possibility of two one-year extensions at the discretion of the NMDOT. The requested services will be performed under the direction of the NMDOT’s General Counsel or his designee. PART IV: FORM OF PROPOSAL AND ADDITIONAL INSTRUCTIONS A. Please submit five (5) sets of sealed proposals to the Contracts Administration

Section no later than 2:00 p.m. local prevailing time on March 15, 2005. B. The following statement shall be completed and placed in bold letters on the

outermost envelope: “COMPETITIVE SEALED PROPOSAL FOR PROFESSIONAL SERVICES FOR LEGAL SERVICES – RFP NO. 05-18 – DO NOT OPEN.” Include your business name and address on envelope.

C. If the proposals are mailed, please mail to the following address:

Contracts Administration Section New Mexico Department of Transportation P.O. Box 1149 (Room 102) Santa Fe, New Mexico 87504-1149

If the proposals are delivered, or to deliver proposal by any other special method (express mail, overnight, etc.), please deliver them to the Contract Administration Section at the NMDOT’s General Office. The General Office is located at:

1120 Cerrillos Road (Room 102) Santa Fe, New Mexico 87505-1842

Regardless of method used, it is the responsibility of the proposer to ensure that


their proposal is received in Contract Administration Section prior to the deadline, which is, March 15, 2005, no later than 2:00 p.m. local prevailing time.

D. Proposals received after the deadline will be returned to the offeror unopened. E. Requirements for proposal:

1. The name of the principal member or officer of the firm who will be responsible for the administration of the contract.

2. An organizational chart indicating the names of all persons to be assigned

to the project, their areas of expertise and the percent of time they will be assigned to the project.

3. A narrative description of the scope, effort and approach your firm will use

to accomplish the scope of work. 4. A list of subcontractors, including qualifications and area of responsibility. 5. The size of the proposal is limited to twenty (20) single-sided pages.

Exclusions to this limitation will be the Letter of Introduction, Table of Contents, Covers, Dividers, Resumes, other information (letters of appreciation, etc.), and Acknowledgement of Amendments, if applicable.

6. The cost proposal including the following if appropriate:

a. Hourly rates to be charged for attorneys, legal assistants, and other support staff. Fees for secretarial services shall be included in the attorney rates and not billed separately. If rates differ from rates customarily charged to the Risk Management Division of the New Mexico General Services Department for tort legal services, an explanation should be included for such different rates; and

b. Additional items to be included in cost, e.g., travel, per diem, etc.

F. Pre-proposal Conference – A pre-proposal conference will not be held. G. Proposals received that do not include all the requirements of this request for

proposals, may be considered non-responsive. The selection committee may not consider non-responsive proposals.

Please direct questions you may have regarding this RFP, selection process, or specific contractual service requirements to:

Marlene Sandoval Contracts Administration Section


P. O. Box 1149 – Room 102 Santa Fe, New Mexico 87504-1149 (505) 827-5183 or (505) 827-5555 fax e-mail: [email protected]

Questions involving the Scope of Services should be in writing or by phone to:

Reynold E. Romero, General Counsel New Mexico Department of Transportation Office of General Counsel P O Box 1149, Room 123 Santa Fe, NM 87504-1149 (505) 827-5431; fax (505) 827-0709

Part V: Evaluation Factors The Selection Committee shall rate the proposal using the following evaluation criteria:

1.

Experience and success in commercial real estate development, finance, general business law, procurement code and regulations, commercial transactions, contract law, developing and reviewing requests for proposals. (40%)

40

2.

Experience in state revenue bonds.(5%)

5

3.

4.

Experience in public/private partnerships. (20%) Fees for attorneys, subconsultants, legal assistants, and other support staff. The NMDOT is interested in compensation proposals that provide for a discount from standard fees and costs, or that propose compensation on a basis other than hourly billing. There will be a maximum or “not to exceed” amount on the total compensation that may be earned performing the scope of services and reimbursement for costs. Proposals shall include the offeror’s recommendations on how the scope of services should be managed to assure the maximum compensation is respected. If a contract for the scope of services is executed, the NMDOT shall also pay to the selected offeror the amount of any New Mexico gross receipts tax levied on fees and costs. (30%)

20

30

4.

Geographic location of the firm. (5%) 5

TOTAL POINTS 100 A selection committee appointed by the General Counsel of the NMDOT will evaluate proposals using the above Evaluation Factors. If interviews are conducted, the short-


listed offerors will be notified by telephone and advised of the time of the interview. It is anticipated that the proposals shall be reviewed and discussed during this interview. PART VI: TERMS AND CONDITIONS A. Amendments to the RFP:

In the event that it becomes necessary to revise any part of this RFP, or additional information is necessary to enable an offeror to make an adequate interpretation of the provisions of this RFP, an amendment to the RFP shall be provided to each prospective offeror. Amendments must be acknowledged and signed by offerors and submitted with their proposal. All amendments shall become a part of this RFP.

To make sure you receive any amendments to this RFP contact the Contract

Administration Section at (505) 827-5183 or (505) 827-5595. B. Proposal Availability:

The contents of any proposal shall not be disclosed during any negotiations that may occur. All proposals shall be valid until award is made. Proposals shall not be opened publicly and shall not be open to public inspection until after an offeror has been selected for award. An offeror may request in writing nondisclosure of confidential data. Such data shall accompany the proposal and shall be readily separable from the proposal in order to facilitate eventual public inspection of the non-confidential portion of the proposal. All material submitted shall become the property of the NMDOT and shall not be returned.

C. Amended Proposals:

An offeror may submit an amended proposal before the deadline for receipt of proposals. Such amended proposals shall be complete replacements for previously submitted proposals and shall be clearly identified as such in the transmittal letter. The NMDOT will not merge, collate, or assemble proposal material.

D. Incurred Expenses:

The NMDOT shall not be responsible for expenses incurred by an offeror in preparing and submitting a proposal.

E. Modification or Withdrawal of Proposals:

A proposal may be modified or withdrawn prior to the proposal due date established for receipt of proposals in accordance with 1.4.1.35 NMAC, Procurement Code Regulations.


F. Cancellation of RFP’s or Rejection of Proposals:

This RFP may be canceled or any or all proposals may be rejected in whole or in part when it is in the best interest of the NMDOT. A determination containing reasons therefore shall be made part of the procurement file.

G. Procurement Schedule

Request for Proposal Advertised February 25, 2005 Request for Proposal Due Date March 15, 2005 Request for Proposal Evaluation begins March 17, 2005 or thereafter Interviews begin, if held March 24, 2005 or thereafter Contract Execution March 31, 2005 or thereafter

The above dates are subject to change with the exception of the Proposal due date, which is March 15, 2005. Any changes to the due date will be by Amendment. H. Mistakes in Proposals:

Any mistakes in a proposal discovered after the proposal date opening are governed by 1.4.1.42 NMAC, Procurement Code Regulations.

I. Reservation of Rights:

The NMDOT reserves the right to: 1. Modify this RFP at any time prior to award. 2. Withdraw this RFP or not make an award to any offeror. 3. Issue subsequent RFPs. 4. Waive any technical irregularities in any proposal. 5. Accept any or all proposals. J. Signature Requirements:

A duly authorized official of an offeror must sign the proposals. Proposals submitted by consortiums, joint ventures, or teams shall establish that all contractual responsibility rests solely with one entity. Each submittal shall indicate the entity responsible for execution on behalf of an offeror.

K. Applicable Law:

This RFP and any resulting agreements shall be construed and governed in accordance with the laws of the State of New Mexico.

L. Certifications and Licenses:


Potential offerors must have the proper certifications and licenses to do business in New Mexico as follows:

1. Corporations:

• Articles of Incorporation filed with the Public Regulation Commission and recorded with the county pursuant to NMSA 1978, Section 53-4-6.

• Name of registered agent pursuant to NMSA 1978, Section 53-5-2. • Certificate of Authority from the Public Regulation Commission

indicating that the corporation is authorized to conduct business in New Mexico pursuant to NMSA 1978, Sections 53-17-6 and 53-17-8.

• Federal employer identification number. • New Mexico Taxation and Revenue Department tax identification

number to report gross receipts taxes. 2. Limited Liability Companies:

Registered office and registered agent for service of process that is a New Mexico resident or domestic corporation, limited liability company, or partnership located in New Mexico.

Application for Registration to conduct business in New Mexico filed with the Public Regulation Commission and a Certificate of Good Standing from the Public Regulation Commission to conduct business in New Mexico.

Federal employer identification number. New Mexico Taxation and Revenue Department tax identification

number to report gross receipts taxes.

3. Limited Partnerships:

Certificate of Registration from the New Mexico Secretary of State pursuant to NMSA 1978, Sections 54-2-1 through 54-2-48.

Statement of Qualifications filed with the New Mexico Secretary of State pursuant to NMSA 1978, Sections 54-1A-101 through 54-1A-1206.

Federal employer identification number. New Mexico Taxation and Revenue Department tax identification

number to report gross receipts taxes. 4. General Partnerships:

• Statement of Partnership Authority filed with the Secretary of State pursuant to NMSA 1978, Sections 54-1A-101 through 54-1A-1206.

• Federal employer identification number. • New Mexico Taxation and Revenue Department tax identification

number to report gross receipts taxes.


5. Sole Proprietorships and Joint Ventures:

Federal employer identification number. New Mexico Taxation And Revenue Department tax identification

number to report gross receipts taxes. M. Award Notice:

The award shall be made to the responsible offeror or offerors whose proposal is the most advantageous to the NMDOT.

The NMDOT reserves the right to accept any proposal in whole or in part. At the discretion of the NMDOT, it may designate a contractor for a specific service and one or more contractors for other services.

N. Prohibited Bidding:

Pursuant to Section 10-16-13 NMSA 1978 (1995 Repl.) no state agency shall accept any bid from a person who directly or indirectly participated in the preparation of specifications on which the competitive bidding was held.

O. Protests:

Protests related to this solicitation must be submitted in writing in conformance with 1.4.1.82 NMAC, Procurement Code Regulations. Copies of that regulation may be requested from the Contracts Administration Section or online at http://www.nmcpr.state.nm.us/nmac.

P. Other Conditions/Requirements:

1. Agreement Negotiations:

Agreement negotiations may be held in accordance with applicable provisions of 1.4.1.39 NMAC, Procurement Code Regulations.

2. Agreement Terms and Conditions:

The Agreement shall follow the format specified by the NMDOT and contain the terms and conditions set forth in the RFP and proposed contract. See Attachment “A”, “Professional Services Agreement”. The contents of this RFP, as revised or supplemented, and the successful offeror’s proposal, will be incorporated into the Agreement. In the event the offeror’s accepted proposal conflicts with the RFP, the proposal governs, and, in the event the Agreement conflicts with the proposal, the Agreement governs.


http://www.nmcpr.state.nm.us/nmac

ATTACHMENT “A”

Contract No. Vendor No.

PROFESSIONAL SERVICES AGREEMENT

THIS AGREEMENT is made and entered into this day of ,

2004, by and between the STATE OF NEW MEXICO, NEW MEXICO DEPARTMENT

OF TRANSPORTATION, hereinafter referred to as “NMDOT,” acting through its

Secretary, and , hereinafter referred to as

“Contractor.”

IT IS MUTUALLY AGREED BETWEEN THE PARTIES: 1. Scope Of Work.

The Contractor agrees to perform the following professional services:

(TO BE NEGOTIATED)

As directed by the NMDOT, provide competent and professional legal services in

transactions, including review of proposals by developers and other offerors, involving

the development of its General Office and District 5 complex. Services include

negotiations with real estate developers, drafting and reviewing contracts for

development, leases, design and build projects or delivery systems, financial

transactions, issues involving revenue bonds, finance options, public/private

partnership, and transactions involving the acquisition of property for the District 5

complex.

As directed by the NMDOT, provide oral or written advice or legal opinions on

transactions involving the development of the District 5 and General Office complex,


including land acquisition and related transactions for the District 5 complex.

Services shall be performed and be completed satisfactory to the NMDOT with

the instructions provided by the NMDOT. The Contractor shall provide and charge only

for those services requested by the NMDOT. No services may be contracted except as

agreed upon in advance by the parties to this Agreement.

Upon execution of this Agreement, the Contractor shall commence work at the

NMDOT’s request. Services shall conform as set forth in this Agreement or as mutually

agreed to by the NMDOT and the Contractor to in writing.

2. Payment Provisions.

The NMDOT shall compensate the Contractor based on the rates and costs set

forth as follows:

a. Rates. The Contractor agrees to perform billable work at the following

rates per hour: (TO BE NEGOTIATED)

b. Compensation. Total compensation of this Agreement shall not exceed

$ over four years, unless otherwise agreed to in writing by the parties

hereto, which amount does not include applicable gross receipts taxes during the term

of this Agreement. The NMDOT will not compensate the Contractor for services or

other deliverables provided prior to the full execution of the contract, after the expiration

of the contract, or in excess of the maximum dollar amount of the contract, unless the

maximum dollar amount is duly amended prior to providing the services or deliverables.

Total compensation shall also include travel and per diem if provided for under Section

Four of This Agreement.

c. Payment of Invoice. Payment shall be made to the Contractor upon


receipt of a detailed invoice on a monthly or quarterly time frame applicable for

satisfactory work completed and accepted by the NMDOT, unless the Contractor

receives verbal or written notice that the invoice is inadequate.

d. Acceptance. The Contractor’s satisfactory completion of this Agreement

shall be a prerequisite for final payment. Final payment, including any retainage, shall

be made within thirty (30) days after the work has been approved and accepted by the

NMDOT’s Secretary or duly authorized representative.

Within fifteen days after the date the NMDOT receives written notice from the

Contractor that payment is requested for services or items of tangible personal property

delivered on site and received, the NMDOT shall issue a written certification of complete

or partial acceptance or rejection of the services or items of tangible personal property.

If the NMDOT finds that the services or items of tangible personal property are not

acceptable, it shall, within thirty days after the date of receipt of written notice from the

Contractor that payment is requested, provide to the Contractor a letter of exception

explaining the defect or objection to the services or delivered tangible personal property

along with details of how the Contractor may proceed to provide remedial action. Upon

certification by the NMDOT that the services or items of tangible personal property have

been received and accepted, payment shall be tendered to the Contractor within thirty

days after the date of certification. If payment is made by mail, the payment shall be

deemed tendered on the date it is postmarked. After the thirtieth day from the date that

written certification of acceptance is issued, late payment charges shall be paid on the

unpaid balance due on the contract to the Contractor at the rate of one and a half (1½)

percent per month.


e. Payment of Taxes. The Contractor is responsible for making payment of

gross receipts taxes to the New Mexico Department of Taxation and Revenue unless

Contractor is exempt from payment of taxes.

3. Approval of Contractor Personnel.

Once work has started, the Contractor will not make changes of personnel

without the prior written consent of the NMDOT. Replacement of any Contractor

personnel, if approved, shall be with personnel of equal ability, experience and

qualifications. The Contractor will be responsible for any expenses incurred in

familiarizing the replacement personnel to insure their being productive to the project

immediately upon receiving assignments. Approval of replacement personnel shall not

be unreasonably withheld.

The NMDOT shall retain the right to request the removal of any of the

Contractor’s personnel at any time.

4. Effective Date and Term.

This Agreement shall not be effective until executed by the Secretary of the New

Mexico Department of Transportation. The term of this Agreement is from the execution

date of the Agreement and shall terminate on ,

2007, unless terminated pursuant to Section Five of this Agreement. The NMDOT shall

have the option of extending the Agreement. In no event shall the total term of the

Agreement, including extensions, exceed four (4) years.

5. Termination.

The NMDOT has the option of canceling this Agreement by giving thirty (30) days

written notice to the Contractor. Upon receipt of the “Notice of Cancellation,” the


Contractor shall immediately suspend any further work unless otherwise directed by the

NMDOT in writing. By such termination neither party may nullify obligations already

incurred for performance or failure to perform for the work rendered prior to the date of

termination of this Agreement. However, neither party shall have any obligation to

perform services or make payment for services rendered after such date of termination.

Either party may terminate the Agreement for cause based upon any material

breach of this Agreement by the other party, provided that the non-breaching party shall

give the breaching party written notice specifying the breach and shall afford the

breaching party a reasonable opportunity to correct the breach. If within thirty (30) days

after receipt of a written notice, the breaching party has not corrected the breach or, in

the case of a breach which cannot be corrected in thirty (30) days, the breaching party

has not begun and proceeded in good faith to correct the breach, the non-breaching

party may declare the breaching party in default and terminate the Agreement

effectively immediately. The non-breaching party shall retain any and all other remedies

available to it under law.

6. Status of Contractor.

The Contractor and its agents and employees are independent Contractors

performing professional services for the NMDOT and are not employees of the NMDOT.

The Contractor and its agents and employees shall not have use of NMDOT State

vehicles or any other benefits afforded the NMDOT employees as a result of this

Agreement.

7. Permits, Licenses, and Insurance.

Contractor warrants, covenants and represents that


is properly organized under the laws of the State of New Mexico, and is in good

standing to do business in the State of New Mexico. The Contractor shall procure all

permits and licenses, and insurance as required by law and pay all charges, fees,

royalties, and give all notices necessary and incidental to the due and lawful prosecution

of the work. The Contractor agrees to comply with state laws and rules pertaining to

workers’ compensation insurance coverage for its employees. If Contractor fails to

comply with the Workers’ Compensation Act and applicable rules when required to do

so, the Agreement may be canceled effective immediately.

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 prior

written approval of the NMDOT.

9. Subcontracting.

The Contractor shall not subcontract any portion of the services to be performed

under this Agreement without prior written approval of the NMDOT.

10. Records and Audit.

The Contractor agrees to maintain all books, documents, papers, accounting

records, and other evidence pertaining to costs incurred and to make such materials

available at their respective offices at all reasonable times during the Agreement period

and for three (3) years from the date of final payment under the Agreement for

inspection by the State.

11. Appropriations and Authorizations.

Performance of this Agreement is contingent upon sufficient appropriations and


authorizations being made by the Legislature of New Mexico, or the Congress of the

United States, if federal funds are involved. If sufficient appropriations and

authorizations are not made by the Legislature, or the Congress of the United States, if

federal funds are involved, this Agreement shall terminate upon written notice given by

the NMDOT to the Contractor. The NMDOT is expressly not committed to expenditure

of any funds until such time as they are programmed, budgeted, encumbered, and

approved for expenditure by the NMDOT. The NMDOT’s decision as to whether its

funds are available shall be accepted by the Contractor and shall be final.

12. Release.

The Contractor, upon final payment of the amount due under this Agreement,

releases the NMDOT, its officers, and employees, and the State of New Mexico from all

liabilities, claims and obligations whatsoever arising from or under this Agreement. The

Contractor agrees not to purport to bind the State of New Mexico to any obligation not

assumed herein by the State of New Mexico, unless the Contractor has written authority

to do so, and then only within the strict limits of that authority.

13. Confidentiality.

Any confidential information provided 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 prior written

approval by the NMDOT.

14. The Product of Service; Copyright.

All materials developed or acquired by the Contractor shall become the property

of the State of New Mexico and shall be delivered to the NMDOT no later than the


termination date of this Agreement. Nothing produced in, whole or in part, by the

Contractor under this Agreement shall be the subject of an application for copyright by

or on behalf of the Contractor. However, it is understood that the Contractor may have

previously copyrighted some of the materials utilized in this project.

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. The Contractor shall comply

with any applicable provisions of the New Mexico Governmental Conduct Act and the

New Mexico Financial Disclosures Act.

16. Equal Opportunity Compliance.

The Contractor agrees to abide by all federal and state laws, 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, 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 be excluded from

employment with or participation in, be denied the benefits, or be otherwise subjected to

discrimination under, any program or activity performed under this Agreement on the

grounds of race, religion, color, national origin, ancestry, sex, sexual preference, age or

handicap. If the Contractor is found to not be in compliance with these requirements

during the term of this Agreement, the Contractor agrees to take appropriate steps to

correct these deficiencies.

17. Civil Rights Laws and Regulations Compliance.


The NMDOT and Contractor shall comply with all federal, state and local laws

and ordinances applicable to the work called for herein. The Department and Contractor

further agree to operate under and be controlled by Title VI and Title VII of the Civil

Rights Act of 1964, the Age Discrimination Employment Act, the Americans with

Disabilities Act of 1990, Executive Order 12898, the Civil Rights Restoration Act of

1987, the New Mexico Human Rights Act, and Executive Order No. 11246 entitled

“Equal Employment Opportunity,“ as amended by Executive Order 11375 and as

supplemented by the Department of Labor regulations (41 CFR 60). Accordingly, 49

CFR 21 is applicable to this Agreement and incorporated herein by reference.

18. Notice.

The New Mexico criminal statutes impose felony penalties for illegal bribes,

gratuities, or kickbacks in the procurement of this Agreement. In addition, the New

Mexico Procurement Code, NMSA 1978, Sections 13-1-28 through 13-1-199, as

amended, imposes civil and criminal penalties for its violation.

19. Applicable Law.

The Laws of the State of New Mexico shall govern this Agreement.

20. Contractor’s Liability.

Contractor shall defend, indemnify and hold harmless the NMDOT, acting

through its agents, representatives and employees, from and against liability, claims,

damages, losses or expenses, including but not limited to attorney fees, court costs,

and the cost of appellate proceedings, arising out or resulting from the negligence, act,

omission or default or the Contractor, its agents, representatives or employees.

21. Severability.


In the event that any portion of this Agreement is determined to be void,

unconstitutional or otherwise unenforceable, the remainder of this Agreement shall

remain in full force and effect.

22. Merger.

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 been merged into this written

Agreement. No prior agreements or understandings, verbal or otherwise, of the parties

or their agents shall become valid or enforceable unless embodied in this Agreement.

23. Amendment.

This Agreement shall not be altered, changed or amended except by an

instrument in writing and executed by the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on

the date and year written above.

NEW MEXICO DEPARTMENT OF TRANSPORTATION “NMDOT” BY DATE RHONDA G. FAUGHT, Secretary of Transportation (Insert contractor name here) “Contractor” BY DATE (Insert contractor’s name here, and title, if any)


Approved as to form and legal sufficiency by the NMDOT’s Office of General Counsel. BY DATE

GENERAL COUNSEL

I certify that , state tax identification number , is registered with the New Mexico Taxation and Revenue Department for payment of gross receipt taxes. BY DATE TAXATION AND REVENUE DEPARTMENT


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ATTACHMENT “B”

REQUEST FOR PROPOSALS FOR PROFESSIONAL SERVICES

FOR LEGAL SERVICES�

RFP NO. 05-18

ACKNOWLEDGEMENT OF RECEIPT FORM The undersigned acknowledges receipt of a complete copy of this Request for Proposal, beginning with the title page and ending with “ATTACHMENT B”. The acknowledgement of receipt should be signed and returned to the Contract Administration Section. Only potential offerors who return this completed form will receive copies of RFP amendments, if any are issued. FIRM: REPRESENTED BY: TITLE: PHONE NO.: E-MAIL: FAX NO.: ADDRESS: CITY: STATE: ZIP CODE: SIGNATURE: DATE:

Please return completed form to:

Marlene Sandoval New Mexico Department of Transportation

Contract Administration Section PO Box 1149, Room 102

Santa Fe, New Mexico 87504-1149 (505) 827-5183

(505) 827-5555 fax E-Mail: [email protected]


mailto:[email protected]

Business

LEGAL NOTICE PROFESSIONAL SERVICES RFP No. 05-18