2022-0495 AOC ODR Contract Agreement-SMeilleur08302021 (1)

2022-0495 B. Invoice and corresponding service summaries shall be submitted electronically to aocirp@nmeourts. ov upon completion of the program evaluation. C. Upon acceptance that services have been satisfactorily received and accepted, payment shall be tendered to Contractor, within thirty (30) days of the date the invoice is received by the AOC. AOC shall not incur late charges. interest, or penalties for failure to make payment within the time specified herein. D. Ifthe AOC finds thatthe services are not acceptable, it shall provide Contractor a written explanation of the defect or objection to the services and outline steps Contractor may take to provide remedial action in order to receive payment a the discretion and satisfaction of the AOC. 3. TERM “This Agreement shall not become effective until approved by the Administrative Office of the Courts. The term of this agreement shall begin September 1. 2021 and shall terminate June 30, 2022, unless sooner terminated. 4. TERMINATION A. This Agreement shall terminate at the end of the contract term. This Agreement may be sooner terminated without cause by either of the parties hereto upon written notice delivered to the other party at least 30 days prior to the intended date of termination. By such termination, neither party shall nullify obligations already incurred. If the effective date of the termination occurs prior to the end of the billing cycle, Contractor shall be paid a pro- rated portion at the discretion of the AOC. B. Default by cither party is cause for termination, provided that, written notice is given to the other party at least 14 days before such termination shall occur. Default is construed to include any of the following events: 1. if Contractor fails to provide the satisfactory services set forth hercinzor 2. if either party fails to comply with the terms of the Agreement. Ss. STATUS OF CONTRACTOR A. Contractor and Contractor's agents and employees are independent_contractors performing professional services and are not employees of the State of New Mexico and shall not accrue leave, retirement, insurance, bonding, use of state vehicle, or receive benefits afforded to the employees of the State of New Mexico as a result of this Agreement Page2of7  Contractor acknowledges that all sums received hereunder are reportable by Contractor for tax purposes, including without limitation. self-employment and business income tax. Contractor agrees not 10 purport to bind the State of New Mexico to any obligations not assumed hercin by the State of New Mexico, unless Contractor has express authority to do 50, and then only within the strit limits of that authority. B. Contractor shall avoid employment that would be in conflict with Contractor's duties under this agreement or give the appearance of impropricty. 6. APPROPRIATIONS “The terms of ths Agreement are contingent upon sufficient appropriations and authorizations for expenditures being made by the New Mexico State Legislature for the performance of this Agreement. If sufficient appropriations and authorizations are not made by the legislature, this Agreement shall, notwithstanding the provisions of any other paragraph, terminate on the ‘Contractor's receipt of written notice of termination from the AOC. The AOC's decision of whether sufficient appropriations and authorizations for expenditures have been made shall be accepted by the Contractor and shall be final. If the AOC proposes an amendment to the Agreement to unilaterally reduce funding, the Contractor shall have the option to terminate the Agreement, or to agree 10 the reduced funding, within thirty (30) days of receipt of the proposed amendment 7. ASSIGNMENT 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 AOC. 8. CONFIDENTIALITY Any confidential information provided to or developed by Contractor in the performance of this Agreement shall be kept confidential and shall not be made available to any individual or organization by Contractor without the prior written approval of the AOC. 9. PRODUCT OF SERVICE - COPYRIGHT Al materials developed or acquired by Contractor under this Agreement shall become the property of the AOC and shall be delivered no later than the termination date of this Agreement. Nothing developed or produced, in whole or in part, by Contractor under this Agreement shall be the subject of an application for copyright or other claim of ownership by or on behalf of Contractor. 10. CONFLICT OF INTEREST Page3of7  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 or services required under the Agreement. 11. AMENDMENT This Agreement shall not be altered, changed or amended except by instrument in writing executed by the parties hereto and all other required signatories. If the AOC proposes an amendment to the Agreement to unilaterally reduce funding due to budget or other considerations, Contractor shall have the option to terminate the Agreement or to agree to the reduced funding. within thirty (30) days of receipt of the proposed amendment. 12. 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 Agreement or understanding, oral or otherwise, of the partes or their agents shall be valid or enforceable unless embodied in this Agreement 13. PENALTIES FOR VIOLATION OF LAW. The New Mexico Procurement Code, Sections 13-1-28 through 13-1-199, NMSA 1978, imposes civil and criminal penalties for ts violation. In addition, the New Mexico criminal statutes impose felony penalties for illegal bribes, gratuities and kickbacks. 14. EQUAL OPPORTUNITY COMPLIANCE ‘Contractor agrees to abide by all federal and state laws and rules and regulations, and excoutive orders of the Governor of the State of New Mexico, pertaining to equal employment opportunity In accordance with all such laws of the State of New Mexico, Contractor assures that no person in the United States shall, on the grounds of race, region, color, national origin. ancestry, sex. age, physical or mental handicap, or serious medical condition, spousal affiliation, sexual orientation or gender identity, 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 Contractor is found not o be in compliance with these requirements during thelife of this Agreement, Contractor agrees to take appropriate steps to correct these deficiencies. 15. APPLICABLE LAW ‘The laws of the State of New Mexico shall govern this Agreement, without giving effect to its choice of law provisions. Venue shall be proper only in a New Mexico court of competent jurisdiction in accordance with Section 38-3-1 (G) NMSA 1978. By execution of this Agreement, Contractor acknowledges and agrees to the jurisdiction of the courts of the State of New Mexico over any and all lawsuits arising under or out of any term of this Agreement. Page dof 7  16. WORKERS COMPENSATION Contractor agrees to comply with state laws and rules applicable to workers compensation benefits forits employees. If Contractor ails to comply with the Workers Compensation Actand applicable rules when required to do so, this Agreement may be terminated by the AOC. 17. RECORDS AND FINANCIAL AUDIT Contractor shall maintain detailed time and expenditure records that indicate the date: time, nature and cost of services rendered during the Agreement’s term and effect and retain them for a period ofthree (3) years from the date of final payment under this Agreement, The records shall be subject 0 inspection by the AOC, the Department of Finance and Administration and the State Auditor. “The AOC shall have the right 0 audit billings both before and after payment. Payment under this Agreement shall not foreclose the right of the AOC to recover excessive or illegal payments 18. INDEMNIFICATION Contractor shall defend, indemnify and hold harmless the AOC and the State of New Mexico from all actions, proceeding, claims, demands, costs, damages. attorneys” fees and all other liabilitics and expenses of any kind from any source which may arise out of the performance of this Agreement, caused by the negligent act or failure to act of Contractor, is officers, employees, servants, subcontractors or agents, or if caused by the actions of any client of Contractoresulting in injury or damage to persons or property during the time when Contractor or any officer, agent, employee, servant or subcontractor thereof has or is performing services pursuant to- this Agreement. In the event that any action, suit or proceeding related to the services performed by Contractor or any officer, agent, employee. servant or subcontractor under this Agreement is brought against Contractor, Contractor shall, as soon as practicable but no later than two (2) days. after it receives notice thereof, notify the legal counsel of the AOC and the Risk Management Division of the New Mexico General Services Department by certified mail. As an independent contractor, Contractor is not covered by or entitled to representation by the Risk Management Division of the New Mexico General Services Department. 19. INVALID TERM OR CONDITION IF any term or condition of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected and shall be valid and enforceable. 20. ENFORCEMENT OF AGREEMENT A party's failure to require strict performance of any provision of this Agreement shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision. No waiver by a party of any of its rights under this Agreement shall be effective unless express and in writing, and no effective waiver by a party of any of its rights shall be effective to waive any other rights. Page Sof 7  21. NOIICES Any notice required to be given to cither party by this Agreement shall be in writing and shall be delivered by email as follows: To the AOC: Josh Pando, ADR Statewide Program Manager 801 4th Street, Suite M Albuquerque, NM 87102 [email protected] 505-470-0573, To the Contractor: Steven G. Meilleur, Ph.D., SPHR President/CEO Praxis Management Solutions 316 Encantado Ridge Rio Rancho, NM 87124 praxismanagementsolutions| @gmail.com 505-401-0942, 2. AUTHORITY If Contractor is other than a natural person, the individual(s) signing this Agreement on behalf of Contractor represents and warrants that he or she has the power and authority to bind Contractor, and that no further action, resolution, or approval from Contractor is necessary 10 enter into a binding contract. Page 60f7  08/30 FOR 09/02/2021