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EVALUATION CRITERIA & SERVICES AGREEMENT

3 EVALUATION CRITERIA

3.1 STEP 1: Written proposals shall be reviewed and evaluated in accordance with the evaluation criteria established below per 3.3.1 Section I. through 3.3.4 Section IV. CNM reserves the right to reject all offers and issue a new RFP if necessary. An evaluation committee shall evaluate written proposals based on the weighted evaluation criteria. Rankings will be based upon an average tabulation of all individual committee member scores. If interviews are not conducted, then the score based ranking shall be the basis for awarding the top scored Offeror.

3.2 STEP 2 (optional):If interviews are to be conducted, then the score based rankings of the written offers shall be used as the basis to create a short list of those top ranked firms. Interviews shall be scored in accordance with the evaluation criteria taking into account the information provided in the written response and any additional questions related to the scope of the RFP. Additional questions related to the scope of this RFP may be submitted to shortlist in advance or during interviews.

Information and/or factors gathered during interviews, negotiations, and any reference checks, in addition to the evaluation criteria rankings, may be utilized in the final award decisions. References may or may not be reviewed at the discretion of CNM. CNM reserves the right to contact references other than, or in addition to, those furnished by a Respondent.

Final rankings will be based upon an average tabulation of all individual committee member scores after interviews and will not be averaged with STEP 1 scores.

3.3 CRITERIA

3.3.1 SECTION I. CAPACITY, CAPABILITY, KNOWLEDGE, BACKGROUND AND EXPERIENCE - 30 POINTS POSSIBLE

3.3.1.1 Provide a brief narrative describing the history of your firm. Identify the number of employees in your firm, the ownership and if the company has ever filed bankruptcy, been in loan default, or if there are any pending liens, claims or lawsuits against the firm.

3.3.1.2 Provide a statement of financial condition, prepared in accordance with generally accepted accounting principles. An operating statement and a balance sheet with notes or annual report of your firm’s last fiscal year certified by a CPA shall be provided.

3.3.1.3 Provide demonstrated experience that supports your firms’ ability to perform the services identified in the goals and intent of this RFP. State any other experience that indicates the qualifications of your firm for the performance of the services as requested in this RFP.

3.3.1.4 Identify your firm’s headquarters, nearest offices and branch offices locations.

3.3.1.5 Describe the proposed project staffing/organization and internal controls to be used during the course of the project services.

3.3.1.6 State the name, title or position, telephone number and e-mail address of the individual who would have primary responsibility for the potential project services resulting from this RFP.

3.3.1.7 Identify names, responsibilities, qualifications and location(s) of staff who will be assigned to projects.

RFP # P-330, Advertised March 6, 2013 of 24Copyright CNM 2013. All rights reserved.


3.3.1.8 Provide an organizational chart of your firm indicating lines of authority for personnel involved in performance of this potential contract and relationships of this staff to other programs or functions of the firm. This chart must also show lines of authority to the next senior level management.

3.3.1.9 Describe if your firm has had a contract terminated for default in the last five (5) years. Termination for default is defined as notice to stop performance due to the Offeror's non-performance or poor performance or if the issue of performance was either (a) not litigated due to inaction on the part of the Proposer, or (b) litigated and such litigation determined that the proposer was in default. Submit full details of their terms for default including the other parties’ name, address, and telephone number. Present the Offeror’s position on the matter. CNM will evaluate the facts and may, at its sole discretion, reject the proposal on the grounds of the past experience. Indicate if no such termination for default has been experienced by the Offeror in the past five (5) years.

3.3.2 SECTION II. PROPOSED IMPLEMENTATION PLAN - 30 POINTS POSSIBLE

3.3.2.1 Provide a written narrative statement of the Vendor's business plan for providing complete management services and operations of the CNM bookstores. The statement shall include explanations of how the Vendor plans to approach each mandatory requirement listed above in paragraphs 2.3.1 and 2.3.2. The Vendor shall demonstrate that it understands both the magnitude and importance to the requirements.

The written narrative shall provide a detailed plan for taking over complete management and operations of the CNM bookstores. Details shall cover all aspects of managing and operating the bookstores and the Vendor’s plan for implementing its services from start to finish (and specifically including transitional tasks, scheduling and time frames). The written narrative shall include a detailed description of the Vendor’s plan for transitioning with the current operator of the bookstores. The Vendor shall include explanations and reasons for its proposed methods of management and operations. The Vendor is required to explain how it intends to provide the required service throughout the term of the contract, including online sales and a Point of Sales system that includes Third Party billing and Financial Aid Processing. The Vendor shall close with a summary of any problems which might be expected and proposed solutions to those anticipated problems.

3.3.2.2 As part of its detailed management plan, the Vendor shall specifically identify the provisions of the contract document attached hereto as Exhibit E, if any, that it cannot satisfy or is not agreeable to satisfying.

3.3.2.3 As part of the detailed management plan, the Vendor is encouraged to specifically identify the provisions of Exhibit E that it is agreeable to surpassing and explain how its proposed management services surpass such provisions.

3.3.2.4 Describe the report your firm will submit specified in Exhibit E, Article 5.(c) detailing all revenues, costs, expenses, payments made to CNM and Contractor’s compensation. Confirm the frequency that this report will be issued to CNM. Include a sample report with your offer.

3.3.2.5 Describe the report your firm will submit specified in Exhibit E, Article 5.(d) detailing the reconciliation of the credit of its fixed management fees and the percentage of Gross Sales Revenue defined in Article 4. Confirm the frequency that this report will be issued to CNM. Include a sample report with your offer.

3.3.2.6 Discuss the information and support that would be required from CNM.

3.3.2.7 Identify any subcontractors which would be used during this project and describe their role(s).

3.3.3 SECTION III. REFERENCES - 15 POINTS POSSIBLE


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List a minimum of five (5) references the Offeror may have had with institutes of higher education of similar size and scope during the last three (3) years that relate to the Offeror’s ability to perform the service(s) as requested in this RFP. List references by company, address, contract period of performance, contact person’s name, E-mail address and web address. The Offeror must grant permission to CNM to contact the references. CNM WILL CONTACT REFERENCES VIA EMAIL, SO BE SURE TO INCLUDE THE EMAIL ADDRESS FOR EACH REFERENCE.

NOTE: CNM reserves the right to take any or all of the following actions: to contact any persons associated with the referenced site, request additional references or contact any known organization using the services supplied by the Vendor, and the right to allow members of the Evaluation Committee to visit any or all of the reference sites for verification and demonstrations.

Do not include CNM as a reference.

3.3.4 SECTION IV. ECONOMY AND PRICE - 25 POINTS POSSIBLE

Under Revenue Procedure 97-13, a management contract must provide for reasonable compensation for services rendered with no compensation based, in whole or in part, on a share of net profits from the operation of CNM’s bookstores. Under certain circumstances, a compensation arrangement based on a percentage of gross revenues is not considered to be based on a share of net profits. Articles 4 and 5 of the attached management contract (Exhibit E) are intended to comply with Section 5.03(4) of Revenue Procedure 97-13 (Exhibit F).

The Vendor shall make its proposal under this section by inserting its proposed terms for compensation (e.g., dollar amounts and percentages) in the applicable blanks of Articles 4 and 5 of the attached management contract.

The Vendor’s response to this Cost Section shall demonstrate that its proposal complies with Section 5.03(4) of Revenue Procedure 97-13.

Tool/Supply Kits for students in programs including Welding, Electrical Trades, Culinary Arts, Nursing, etc., as required for class completion and sold through CNM bookstores, have pricing that is reviewed once per year and remains valid from August 1 through September 30. Student fees for the purchase of these kits are set once per year and approved by the CNM Governing Board. The awarded Contractor shall agree to the hold pricing firm to reflect the current Board Approved fees effective from August 1, 2013 through September 30, 2014. All Offerors shall confirm their agreement to this in their response to this section.


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EXHIBIT E: SERVICES AGREEMENT

BOOKSTORE MANAGEMENT SERVICES AGREEMENT

THIS AGREEMENT is made this ______day of ______________, 2013 by and between CENTRAL NEW MEXICO COMMUNITY COLLEGE, an institution created pursuant to Chapter 21, Article 16 NMSA (1978) ("CNM"), and ____________________________("Contractor"), an ______________ corporation.

Recitals:

A. By its Request for Proposals No. P-330 ("RFP"), CNM solicited proposals for Bookstore Management Services.

B. CONTRACTOR responded to CNM's RFP (CONTRACTOR's Proposal). C. After evaluation of all the proposals received in response to the RFP, including

CONTRACTOR's proposal, CONTRACTOR was selected by CNM to provide Management Services described in the RFP.

NOW THEREFORE: The parties, for and in consideration of the mutual promises, covenants and agreements herein set forth, agree as follows:

1. GRANT OF RIGHTS TO PROVIDE BOOKSTORE MANAGEMENT SERVICES

(a) CNM hereby grants Contractor, and Contractor hereby accepts the exclusive right to manage and operate CNM's bookstore services at its Main, Montoya and future campus locations under the terms and conditions hereinafter set forth, as well as any e-commerce bookstores for the school.

(b) Contractor shall provide complete bookstore management and operation services for CNM's bookstores and shall remain as flexible as possible to respond to every reasonable request for additions to the services provided by such bookstores.

(c) Contractor shall meet regularly with the administrative and faculty designee(s) of CNM to promote excellent service, efficiency and amicable public relations with CNM's students, faculty, and staff the objective shall be to provide a tailor-made, comprehensive program of bookstore services and products to meet the academic needs of CNM and its students, faculty and staff.

(d) Contractor shall make every feasible effort to service the CNM Campuses where bookstores do not currently exist. These sites currently include South Valley Campus, Rio Rancho, Workforce Training Center, and Advanced Technology Center campuses.

2. NAME OF BOOKSTORE; BUSINESS HOURS

(a) Contractor agrees that the name of the bookstore shall remain CNM Bookstore. The necessary signs for identification and hours of operation will be posted in the entrance of each store. All signs must be approved in advance by CNM.

CNM PO # TBDCopyright CNM, 2013. All rights reserved. of 24


(b) Bookstore business hours shall initially be established to conform to the current hours of operation. The hours for main campus are 8:30 a.m. to 5:30 p.m., Monday through Thursday; 11 :00 a.m. to 4:00 p.m. Friday; The hours for Montoya Campus are 9:00 a.m. to 6:00 p.m., Monday and Tuesday, 9:00 a.m. to 5:00 p.m. Wednesday and Thursday, and 10:00 a.m. to 2:00 p.m. Friday. Beginning one week before commencement of a new academic term, the Bookstore business hours shall include weekends and extended weekday hours through the last day of the financial aid deferment period. Contractor shall confer with CNM in the modification of the current hours. The bookstore hours shall be modified as needed to best serve the day and evening students as requested and approved by CNM.

3. TERM OF AGREEMENT

(a) The initial term of this Agreement is for one (1) year commencing with the Effective Date of this Agreement as provided in Section 3(b) herein.

(b) The effective date ("Effective Date") of this Agreement shall be _____________, 2013.

(c) Upon the expiration of the one (1) year term of this Agreement described in Section 3(a) herein, the Agreement shall be automatically renewed for a maximum of seven (7) one (1) year terms unless notice of termination is given by either party. Such notice of termination shall be made in writing and shall be sent by certified or registered mail at least ninety (90) days prior to the expiration of the initial one (1) year term of this Agreement or of any renewal term of this Agreement, as the case might be. CNM reserves the right to solicit Requests for Proposals during the renewal terms.

4. COMPENSATION FOR MANAGEMENT SERVICES

(a) During the term of this Agreement, CNM shall pay to Contractor, as compensation for its management and operations services under this Agreement, a fee consisting of (i) a Fixed Management Fee as defined in Section 4 (b) herein and (ii) a fee based on a Percentage of Gross Sales Revenues, as defined in Section 4 (c) herein.

(b) The fixed management fee ("Fixed Management Fee"), inclusive of gross receipts taxes, if any, due on the sale of the management and operational services under this Agreement, shall be as follows:

Fixed Management Fee

1. 7/1/2013 – 6/30/2014 __________________________2. 7/1/2014 – 6/30/2015 __________________________3. 7/1/2015 – 6/30/2016 __________________________4. 7/1/2016 – 6/30/2017 __________________________5. 7/1/2017 – 6/30/2018 __________________________6. 7/1/2018 – 6/30/2019 __________________________7. 7/1/2019 – 6/30/2020 __________________________8. 7/1/2020 – 6/30/2021 __________________________



(c) The percentage of gross sales revenues ("Percentage of Gross Sales Revenues"), inclusive of gross receipts taxes, if any, due on the sale of the management and operational services under this Agreement, shall be as follows:

(i) Not-to-exceed (NTE) one-percent (1%) per cent of all Gross Sales Revenue, as defined in Section 4(c)(ii) herein, provided that in no year shall the Percentage of Gross Sales Revenue payable to Contractor exceed the amount of Fixed Management Fee payable to Contractor with respect to that year, and provided further, that payment to Contractor of the Percentage of Gross Sales Revenue provided by this Section 4(c) is subordinate to, and conditioned upon, the realization by CNM of the Senior Annual Income defined in Section 4(c)(iii). Accordingly, if in any contract year CNM fails to realize the Senior Annual Income, then the Percentage of Gross Sales Revenue payable to Contractor shall be reduced to the extent necessary (but not below zero) to cause CNM to realize the Senior Annual Income, or as near thereto as may be.

(ii) The term "Gross Sales Revenue" shall be defined as the receipts from the sale of merchandise and services generated through CNM's bookstores (including sales through catalogs and consignment and sales transacted over or through the instrumentality of the internet) less refunds made to purchasers, and shall not include any amounts added to the sale price on account of excise taxes, sales taxes, gross receipts taxes or any other taxes of any kind or nature, which may be in existence during the lifetime of this Agreement, less interdepartmental sales to CNM at a discount from regular list prices and sales of additional required materials such as tool kits, culinary kits, etc. that are sold at prices not to exceed a 15% gross profit. The term "Gross Sales Revenue" shall not include any merchandise transferred by Contractor to any of its operations or the sale of computers. The sale of computer hardware would be subject to a separate agreement. Sales of computer hardware shall not be offered without addendum to this Agreement or separate agreement being agreed to in writing.

(iii)The term "Senior Annual Income" shall mean, for each contract year in which Contractor is manager and operator under this Agreement, income from the bookstores equal to the greater of (A) $500,000.00 or (B) _____% of Gross Sales Revenue.

(d) All payments for which CNM is obligated under this Agreement shall be paid solely out of the revenues generated by the bookstore activities and Contractor shall not have recourse to CNM's general fund or any other funds belonging to CNM for payment of any obligation under this Agreement.

(e) This Bookstore Management Services Agreement is intended to comply with the requirements of Revenue Procedure 97-13.



5. PREPAYMENT AND RECONCILIATION OF FEES

(a) All revenues generated as a result of the bookstore services undertaken by Contractor shall be, and remain, the property of CNM, except as provided herein. Contractor may deposit and hold such revenues in one or more interest-bearing trust accounts established by Contractor with a federally or state charted United States bank, and shall at all times account separately to CNM for all such revenues and interest accrued thereon. Contractor may charge against such revenues the costs and expenses of operation of the bookstores and the payments described in this Article 5.

(b) Within twenty (20) days after the end of each month, Contractor shall remit to CNM: (i) ______% of the Gross Sales revenue (as calculated by Contractor) generated by the bookstores in the preceding month. Amount paid to CNM under this Section 5(b) shall be credited against the Senior Annual Income (as defined in Section 4(c)(iii)) for the applicable year.

(c) Within 90 days after the end of each contract year, Contractor shall remit to CNM all bookstore revenues generated in that year, reduced by: (i) all costs and expenses of operation of the bookstores for such year calculated on an accrual basis, including an allocation of overhead consistent with Contractor's allocation to other stores it operates, (ii) all monthly payments previously made to CNM under Section 5(b) above in respect of such year, (iii) Contractor's compensation for such year under Section 4(b) above, and (iv) Contractor's compensation for such year under Section 4(c) above. Contractor shall submit report(s) to CNM no less than once per year to illustrate the reconciliation of revenues including all costs, expenses, monthly payments and Contractor’s compensation.

(d) Subject to the monthly and annual payments to CNM required by Sections 5(b) and (c) above, Contractor may credit its own account from time to time during the term of this Agreement, as a prepayment of its Fixed Management Fees and Percentage of Gross Revenues defined in Article 4, with so much of Gross Sales Revenue as is available after making all payments to CNM required by this Agreement. Contractor shall submit report(s) to CNM no less than once per year to illustrate the reconciliation of the credit of its fixed management fees and the percentage of Gross Sales Revenue defined in Article 4.

6. RELATIONSHIP OF THE PARTIES

(a) CNM hereby contracts with Contractor as the manager and operator of CNM's bookstore services. CNM and Contractor intend that the relationship between them is that of independent contractor. No agent, employee or servant of Contractor shall be or shall be deemed to be an agent, employee or servant of CNM.

(b) Contractor shall obtain all required permits, licenses, and bonding to comply with municipal, county, state and federal laws and assume all liability for appropriate applicable taxes, including but not limited to sales, gross receipts and cigarettes taxes, but excluding property taxes.

(c) Contractor shall be responsible for the maintenance of good conduct and order on the part of its employees while on the premises of the bookstores.



(d) CNM reserves the right to request and require Contractor to replace any Contractor Management or Supervisory level employee assigned to the CNM Bookstore Operation whom CNM finds such employees performance to be unsatisfactory.

7. TERMINATION OF CONTRACT

Either party may terminate this Agreement without cause upon one hundred twenty (120) days written notice to the other party.

8. SALES REPORTING

Contractor shall provide CNM a full written report of monthly sales and gross revenue, which report shall be delivered to CNM no later than the 20th day of the succeeding month. Contractor shall maintain books and records on the premises of the bookstores so that CNM or its designees can audit such reports.

9. GROSS RECEIPTS AND OTHER TAXES

Contractor shall be responsible for, and shall timely pay, any and all federal, state and local excise taxes, sales taxes, gross receipts taxes, income taxes or any other taxes of any kind or nature due and owing on account of bookstore activities or the receipts or income produced by those activities.

10. BOOKSTORE/TEXTBOOK COMMITTEE

(a) Recognizing the importance of cooperation on adoption information, estimated enrollments and timing, Contractor shall work closely with all the department chairpersons in an effort to promote the quality and scope of services provided by the bookstores. Contractor shall solicit the faculty's advice relative to the stocking of non-required textbooks, trade books, technical/reference books and periodicals. Contractor shall make itself available to meet on a regular basis with a bookstore/textbook committee of faculty and/or department heads and/or students to review procedures, answer questions and listen to recommendations.

(b) Contractor shall constantly endeavor to improve the Bookstore operations and service to Students, Faculty and Administration. Contractor shall provide a continuing program of inquiry into needs and attitudes towards the CNM Bookstore and shall be responsive to these needs by disclosing results, planning and implementing changes as approved by CNM.

(c) Contractor shall provide a textbook rental program for CNM. Textbooks to be included in the rental program will be determined by the contractor in conjunction with the CNM schools and programs.

(d) Contractor shall confer with CNM representative(s) regarding any new technology offerings such as readers, apps, etc., and obtain CNM’s approval before offering the new technology product to the students.



11. RETAIL SELLING PRICES

In operating the Store, Contractor will charge industry standard, competitive and fair prices, as follows:

(a) On new textbooks and trade books, not more than the publishers' list price, or a 25% gross margin (cost divided by .75, inclusive of restocking fees and return penalties) on net price books and list price books sold to Contractor at less than a 25% discount off list (inclusive of restocking fees and return penalties), plus a freight pass-through.

(b) On e-books, e-coursepacks, coursepacks, text "packages," "kits," "sets," and "bundles," and non-returnable and return-restricted texts, not more than a 30% gross margin (cost divided by .70, inclusive of restocking fees and return penalties), plus a freight pass-through.

(c) On used books, including cloth, paperback and others, not more than 75% of the new textbook selling prices.

(d) On general merchandise, not more than the normal gross profit margin for similar merchandise in the college bookstore industry.

12. TEXTBOOK MANAGEMENT

(a) Contractor's bookstore management staff shall assume the responsibility to work with and solicit textbook adoption information from the faculty. Contractor shall initiate this process by supplying adoption request forms to the faculty. Contractor shall do what it reasonably can to assure that textbooks arrive and are on the shelves ten (10) days prior to the beginning of each academic term.

(b) The selection of course texts and course text quantities shall be the exclusive decision of faculty members or departments, and as an academic matter, selection shall not be within the discretion of Contractor.

(c) Contractor shall use a computerized inventory management system managing large quantities of titles. At each bookstore, Contractor shall establish an academic profile which is then used to determine both the variety and quantity of new titles for a store and the back list level for each subject area. Any title may be ordered at any time by the bookstore manager.

(d) Other special programs or services shall include:

(i) Programs that extend special book values by stocking remainders and reprints from the best sources.

(ii) Sponsoring frequent author and publishing faculty receptions, readings from students and faculty in literature, writing programs and other promotions devoted to significant issues (for example, censorship, History Months, Earth Day, etc.).



(iii)Stocking a computer software department with student edition software, educationally discounted software and a wide array of other academic and commercial software.

(iv)Highlighting faculty publications in a special section devoted to such.

13. COMPUTERIZED TEXTBOOK OPERATIONS

(a) Contractor's CNM bookstore operations shall utilize computer systems that are compatible with the Banner system at CNM and that are capable of processing student financial aid charges and uploading to CNM's Banner system.

(b) Contractor shall maintain and update periodically the CNM Bookstore website and insure that all information, policies, procedures and deadlines are current.

14. METHODS OF PAYMENT

Contractor shall provide for charge sales of books, supplies and all other merchandise to students, faculty and staff through MasterCard, Visa, and the Discover Card. Contractor shall provide also for charge sales to CNM on its own account, payable thirty (30) days from statement date, or interest shall accrue on the outstanding amount at a reasonable rate, or a rate agreed to in any credit agreement between the Parties. Contractor shall accept personal and CNM checks from students, faculty and staff in reasonable amounts in payment for purchases, subject to appropriate identification.

(a) Contractor agrees to maintain compliance with current PCI-DSS (Payment Card Industry - Data Security Standards) through an approved PCI Compliance vendor.

(b) Contractor understands that CNM adheres to PCI-DSS SAQ (Self-Assessment Questionnaire) B standards which require that no electronic cardholder data be stored on any CNM systems on CNM's network; therefore, the Contractor assumes sole and separate responsibility for any cardholder data which is held electronically on their systems.

15. INTERDEPARTMENTAL DISCOUNTS

Contractor shall sell interdepartmental consumable general office and school supplies to CNM on a discounted basis. The net price to CNM shall be a minimum of twenty percent (20%) discount on purchases of supplies, excluding sale merchandise, and academically discounted software, and textbooks which will be sold individually at a zero percent (0%) discount from retail. This interdepartmental discount shall not be decreased during the initial or extended term of this contract. All merchandise such as clothing, gifts, greeting cards, candy, beverages and computer software shall be sold at current retail prices.



16. LATE ORDERS

Contractor shall work with CNM to insure that all textbooks requested by late orders are available for the students. Contractor shall transmit all late orders via telephone, fax, Internet or other direct electronic communication system. Contractor shall direct that these orders be shipped regular UPS or a faster mode of delivery if requested by CNM. These charges will not be charged to CNM as a cost of operation.

17. RE-ORDERS

Contractor shall be able to instant re-order all textbooks that are out of stock, with UPS or next day air delivery, if and to the extent CNM requests such instant re-ordering or if such re-ordering is otherwise required.

18. TEXT SHELF LIFE

Contractor guarantees all course titles will be represented for the duration of the academic term. If a particular text is sold out, Contractor shall immediately reorder in the manner stated above.

19. BUY BACK AND AVAILABILITY OF USED TEXTBOOKS

(a) Contractor shall establish and promote a program of buying back and selling used textbooks from and to CNM's students, so that students may realize material savings each academic year in the costs of acquiring textbooks. To realize the benefit of such savings to CNM's students, Contractor shall establish and promote a program of buying back and selling used textbooks from and to CNM's students as provided herein.

(b) Contractor shall have the exclusive right to buy used books on CNM's campuses in consideration of its establishment and promotion of a used book "buy back" program and to buy back textbooks no longer needed by the students at the end of each term and every day the bookstores are open. Contractor shall undertake reasonable efforts to make used textbooks available for purchase by CNM's students in a minimum used textbook ratio of thirty-five percent (35%). Adopted textbooks shall be purchased by Contractor at fifty percent (50%) of the original selling price as long as sufficient quantities for course requirements are not already in inventory and non-adopted books shall be purchased at current market value. Procedures for the purchase and sale of used textbooks shall be posted clearly in the bookstores.

(c) Contractor's used book buy-back program shall include the following features:

(i) Advertisement, promotion and marketing of the purchase and sale of used books to CNM's student body.

(ii) Used books shall be bought from students year round and at several locations on campus.

(iii)Incentives shall be offered to students to sell the books no longer needed.



20. SUPPLEMENTARY TEXT

Contractor shall enlist assistance from faculty regarding additional titles to include as supplementary course material. Contractor shall furnish an adoption request form to facility members whereby the faculty members can alert the bookstores as to their ancillary choices.

21. TEXTBOOK REFUND POLICY FOR NEW AND USED BOOKS

(a) Contractor shall adopt a textbook refund policy for new and used books that includes at least the following features:

(i) The refund period shall begin on the opening day of classes and shall continue at least 15 calendar days;

(ii) The refund period shall be five business days from the date of purchase for purchases made after the 15 day period;

(iii) Store managers shall have the discretionary authority to extend the refund periods;

(iv) No refunds are permitted during the last week of classes or during examination periods.

(v) A valid cash register receipt must accompany all refunds or adjustments.

(vi) New books must be clean and unmarked.

(vii) Signs will be prominently displayed throughout the store communicating the refund policy to customers.

22. ACADEMIC, TRADE AND REFERENCE BOOKS Contractor shall establish and maintain of a trade book department commensurate with the academic goals and expectations of CNM. The bookstores shall have an academic theme and the collection shall have an abundance of titles from university presses as well as the appropriate scholarly titles from commercial houses. The bookstores shall provide the student-scholar the opportunity to browse and begin building a personal library of academic and scholarly books. Contractor shall undertake reasonable efforts to meet the needs of professional and vocational students and faculty for access to academic, trade and reference books. To that end, Contractor shall propose expanded collections of such materials that are appropriate to CNM, including, for example, engineering reference, computer science, social work, nursing, and allied health subject matters.

23. GENERAL MERCHANDISE

(a) Contractor's general merchandise area shall strive to maintain the highest quality products and utilize the combined purchasing power of Contractor to establish contractual relations with the best national vendors.



(b) Contractor shall insure that the individual products, inventory levels, pricing and promotional displays for merchandise are current and that the specific products needed for CNM are ordered.

24. GENERAL MERCHANDISE REFUND POLICY

(a) Contractor shall adopt a refund policy for general merchandise that includes at least the following features:

(i) The merchandise must be clean, in resalable condition and purchased within the previous ten calendar days.

(ii) All refunds require a cash register receipt to show proof of purchase. Returns of computer software and diskettes must be in their original unopened package.

(iii)Store managers shall have the discretionary authority to extend the refund deadlines.

(iv)Signs will be prominently displayed throughout the store communicating the refund policy to the customer.

25. ADVERTISING/PROMOTIONS

Contractor shall offer major theme promotions in each academic term. For each promotion, the bookstores shall be decorated with professionally printed posters, window banners, ceiling signs and point of purchase signs. Advertisement of such promotions shall include flyers and local newspapers.

26. CAPS AND GOWNS

Contractor shall provide a cap and gown sales and rental service. In addition, Contractor shall offer a full line of announcements, class pins, diploma plaques and rings.

27. RIGHTS/USE OF SCHOOL LOGO

(a) Contractor shall have non-exclusive rights on CNM's campuses and through e-commerce to offer for sale (through the bookstores) products traditionally bought and sold in college bookstores (for example, class rings, course-adopted software and custom anthologies (custom books)). Contractor shall have the non-exclusive right to offer for sale (through the bookstores) other, ancillary, products (e.g., candy, snacks, beverages) so long as the vending of such products and the products themselves are appropriate for a public educational institution. To the extent possible CNM will not allow a competitor bookstore/bookseller to actively promote or market itself on campus.



(b) Contractor shall have the non-exclusive right to use CNM's name and logo on stationery, soft goods, notebooks, pens, pencils, decals and other items which are manufactured and intended to be sold by the bookstores, provided that Contractor receives prior CNM approval for each and every use of CNM’s name and logo. Contractor does not have the right to use CNM’s name or logo for any purpose, other than bookstore sales, without CNM’s prior written approval.

28. OBJECTIONABLE ITEMS CNM shall have the right to exercise its judgment in respect to any items that may be offered for sale which, in CNM's view, might be considered objectionable. In such cases, CNM shall have the right to forbid both the display and sale of any such items.

29. SPECIAL SALES

CNM shall have the right to permit student organizations and student government to hold special sales from time-to-time, provided appropriate authorization has been granted by CNM and such events will not materially impact bookstore sales.

30. MAIL ORDERS AND INTERNET SALES

Contractor shall ship to individual students or a site coordinator at off-site locations. Shipping expenses incurred for off-site locations shall have an add-on to the retail price that directly reflects shipping costs. Internet sales shall be subject to the same terms and conditions as sales made in the CNM bookstores and shall be reported to CNM in the same manner as sales made in the bookstores.

31. STUDENT INTERNSHIPS

Whenever practicable, Contractor shall extend part-time employment opportunities m the bookstores to students.

32. STORE IMPROVEMENTS

Any store improvements and fixtures become the property of CNM at the termination of this Agreement, including renewals, if any. All capital equipment purchased by Contractor shall remain the property of Contractor. No store improvements will be made except with the permission of CNM. Any and all costs associated with store renovations or improvements (i.e. architectural, engineering, permitting, movement of equipment and inventory) shall be borne solely by Contractor. On any termination, expiration or non-renewal of this Agreement, CNM shall pay Contractor the unamortized book value (calculated on the straight-line method from the in-service date[s] over the greater of 8 years or until expiration of this Agreement) of all Store Remodeling paid by Contractor.



33. RENOVATIONS (a) Contractor shall be committed to making the CNM bookstores among the most attractive and

functional in the country. The bookstores shall be designed with functional and flexible work stations set up for cash wrap, special orders and textbook buyback needs.

(b) CNM shall provide reasonable support to Contractor in its efforts to assure the security of the bookstore's premises and stock.

(c) The bookstores shall have well lighted, attractively merchandised areas featuring waterfall racks displaying a wide variety of soft goods. The bookstores shall stock an ample variety of school supplies, insignia items, cards and gifts. Contractor shall create ever changing displays to captivate interest and increase sales.

(d) Contractor commits to the equipping and fixturing the new bookstores as described above and shall provide blueprints and color boards for CNM's approval. CNM shall be responsible only for providing a "turn-key" space. This space will be a completely finished structure including ceiling, lighting, flooring, carpeting, office space and utilities. Contractor shall provide all necessary equipment and fixtures for the new space and shall bear the expense of moving into, and occupying, the new space. Contractor's store design department shall be available at CNM's convenience to help with suggested layout and design work.

(e) Contractor will invest up to $150,000.00 to improve the Montoya and Main Campus store locations. If a major renovation of either location is more desirable to CNM, Contractor will incorporate this into contractors plan.

34. MAINTENANCE/REPAIRS/FIXTURES

(a) Contractor shall be responsible for informing CNM of the need for repairs to CNM's bookstore facilities that become apparent during the term of this Agreement, including renewals, if any. CNM shall make or authorize necessary repairs to CNM's bookstore facilities, except wear or damage which is caused by the negligence of Contractor or its agents, in which event CNM shall, at its option, request Contractor to make and pay for the necessary repairs or initiate repair work and charge Contractor for all work performed. Contractor shall pay any such costs which shall not be charged back to CNM.

35. EMERGENCY/CONTINGENCY PROCEDURES

(a) Contractor shall control all door keys to the bookstore premises, except that Contractor shall furnish one key to CNM's designee. Contractor may install a security system on the doors and/or windows of the bookstore premises. It is understood that any such entry on the bookstore premises by CNM without prior knowledge of Contractor's bookstore manager must be in emergency situations and that each occasion must be immediately reported to Contractor's bookstore manager.



(b) CNM shall provide reasonable support to Contractor in its efforts to assure the security of the bookstore's premises and stock.

36. INTERNAL SECURITY

(a) Contractor shall collaborate with CNM's security departments and the administration concerning questions of discipline, enforcing regulations, and internal security and theft control in the bookstore. Contractor will not, except in physically dangerous or other emergency situations, summon public emergency services, except through CNM's security department.

(b) Contractor may not seek to have CNM's students who are suspected of theft arrested by public authorities or prosecuted without prior consultation with CNM's administration.

37. LOSS RESPONSIBILITY

Contractor assumes the risk of loss or damage to inventory and other properties while in transit to or from the bookstores, while on display or within the premises provided for bookstore operations. This includes all risk of loss of monies, checks and credit card collections. It also includes inventory pilferage, theft and robbery. However, CNM shall be responsible for any losses or damage that occurs as a result of the negligent or intentional acts or omissions of its employees, agents and officers. This includes damages arising out of the negligent maintenance, inspection and upkeep of the building housing the bookstore and its infrastructure. CNM's liability hereunder shall be limited as provided in the New Mexico Tort Claims Act, Section 41-4-1 et. seq. NMRA.

38. PUBLIC AND PRODUCT LIABILITY

Contractor shall provide public liability and product liability insurance of at least $3 million, covering both personal injury and property damage for the initial term of this Agreement and any renewals thereof.

39. INSURANCE (a) Contractor shall provide Workmen's Compensation insurance covering its employees as required

by the laws of the state of New Mexico and public liability insurance covering personal injury or death or damage to property suffered by anyone during the course of or on the site of the operations contemplated by this Agreement. Such coverage at a minimum shall be in the amounts set forth in Section 41-4-19 of the New Mexico Tort Claims Act, Section 41-4-1 et. seq. NMSA 1978, as amended from time to time.

(b) Contractor shall, at its sole expense, cause to be issued and shall maintain during the term of this Agreement and any renewals thereof a policy of insurance insuring all furniture, fixtures, equipment, and inventory located in, on or upon the bookstore's premises against loss or damage by fire, lightning, windstorm, hail, explosion, riot, civil commotion, aircraft, vehicles, smoke and other such hazards and contingencies as CNM may designate, with Contractor and CNM named as loss payees as their interests appear. Such a policy shall be for an amount not less than the replacement cost of such items, where applicable.



(c) Contractor shall furnish copies of certificates of the aforementioned insurance at the execution of this Agreement and each succeeding year to the Purchasing Department of CNM. Such policies of insurance shall be issued by an insurance company approved by CNM and shall provide that same may not be canceled except upon thirty (30) days prior written notice to CNM.

40. EQUIPMENT, UTILITIES, MAINTENANCE

(a) CNM agrees to provide trash removal, water, light, heat, air conditioning, pest control, external security, and janitorial services for common areas and exteriors and maintenance of the buildings. Contractor shall be subject to energy conservation measures consistent with CNM's policy.

(b) Contractor shall assume the responsibility for providing telephone equipment at Contractor expense in the bookstore locations and shall at all times be responsible for long distance telephone charges at all bookstore locations.

41. INTERNAL AUDIT CONTROLS

(a) The Contractor shall maintain a system of internal control over its retail bookstore operations consisting of at least the following.

(i) Annual certification of Contractor financial statements by a certified public accountant.

(ii) Unannounced on-site internal audits of CNM bookstores by Contractor's Internal Audit Department.

(iii) Written policies and procedures covering all facets of a bookstore's financial and operational activities.

(iv) An audit function responsible for continuously auditing in-house (i.e., "desk" auditing) every aspect of CNM's bookstore's financial and operational records. The desk auditors shall include verifying the accuracy of all buy back vouchers, voids and refunds.

(v) Annual physical inventories of CNM's bookstores.

(vi) Full financial statements prepared monthly for CNM's bookstores.

(vii) Use of an independent, outside shopping service to detect point of sale violations.

(viii) Monitoring of CNM bookstore operations by regional managers.

(ix) Operational support from the Contractor's home office staff.

(x) Training seminars for managers and bookkeepers.

(xi) Active loss prevention and store security audits.



42. INSPECTION AND AUDIT

(a) CNM may inspect at any reasonable time, any part of Contractor's plant or place of business which is related to performance of this Agreement.

(b) Contractor shall maintain detailed time records and detailed records of all materials or supplies delivered to CNM under this Agreement, including serial numbers and other appropriate identifiers. These records shall be subject to internal and external audit by CNM or its designees. CNM shall have the right to audit billings both before and after payment. Payment under this Agreement shall not preclude CNM from recovering excessive, erroneous or illegal payments previously made to Contractor.

(c) At such times and in such form as CNM may require, Contractor shall furnish to CNM such statements, records, reports, data and information, as CNM may request pertaining to matters covered by this agreement. Additionally, CNM request Contractor to present monthly statements containing Sales, Cost of Goods Sold, Operating Expenses and the resulting Net Amount to be Distributed to CNM and Contractor.

43. NON-DISCRIMINATION

(a) Contractor shall not discriminate against any employee or applicant for employment or any member of CNM's faculty or staff or any of CNM's students because of race, creed, color, sex, age, handicap or national origin. Contractor shall take affirmative action to insure that all persons are offered equal employment opportunities without discrimination because of race, creed, color, sex, age, handicap or national origin.

(b) Contractor shall post and keep posted in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of the state's laws against discrimination.

(c) Contractor shall comply with all provisions for the Federal Executive Orders # 11246 and # 11375.

44. INVENTORY

Contractor owns all of the book inventory and other merchandise in the bookstores on the effective date of this Agreement and thereafter. Purchases of inventory and other merchandise after the effective date shall be made with Contractor's own funds and not with bookstore revenues.

45. REIMBURSEMENT OF CONTRACTOR

On any termination, expiration or non-renewal of this Agreement, CNM shall purchase, or cause to be purchased, the bookstore inventory then on hand under the following terms:



"Merchandise" will include all salable merchandise in the Store, including new textbooks, used textbooks, trade, reference and technical books, general merchandise, and any verified, usable credits with publishers or vendors. CNM shall cause all such merchandise to be inventoried by an independent firm. Each party may observe the inventory if desired. Payment to Contractor for Merchandise shall be made or caused to be made by CNM within 30 days after the completion ofthe inventory as follows:

a) New Textbooks

(1) New textbooks adopted for the next academic term in quantities not exceeding course requirements will be purchased at standard industry discounts or cost. New textbooks purchased that are not utilized in the next academic term and are not returnable to the publisher will be charged back to Contractor.

(2) New textbooks not adopted for the next academic term, or adopted but in excess of course requirements, will be purchased at the current wholesale price.

b) Used Textbooks

(1) Used textbooks adopted for the next academic term in quantities not exceeding course requirements will be purchased at 50% of the current retail selling price. Used textbooks purchased that are not utilized in the next academic term and are not returnable to the wholesaler will be charged back to Contractor.

(2) (2) Used textbooks not adopted for the next academic term, or adopted but in excess of course requirements, will be purchased at current wholesale price.

c) Trade, Reference and Technical Books ("Trade Books") (1) Trade Books that have been purchased during the past academic year and are returnable

to the publisher will be purchased at standard industry discounts or cost.

(2) Trade Books not meeting these requirements will be purchased at a price agreeable to CNM and Contractor.

d) General Merchandise (1) General merchandise traditionally sold in college bookstores, purchased in the past

academic year, in salable condition, and not in excessive quantities, will be purchased at standard industry discounts or cost.

(2) General merchandise not meeting these requirements will be purchased at a price agreeable to CNM and Contractor.



In addition to the inventory purchase above, Contractor shall prepare and submit to CNM a detailed accounting in a form reasonably acceptable to CNM of all payments made by Contractor during the term of the Agreement from its own funds on behalf of CNM for expenditures other than costs incurred under Section 44 above which have not been reimbursed by CNM through charges against the bookstore revenues in accordance with Section 5(a), above. The accounting shall also include any unpaid management fees and any unpaid accounts receivable owed by CNM to Contractor. Within one hundred twenty days after the delivery to CNM by Contractor of its detailed accounting, CNM shall remit to Contractor the unpaid amounts.

46. NOTICES

Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be either delivered personally or sent by United States registered or certified mail, postage prepaid, return receipt requested, properly addressed to the other party as follows, unless otherwise provided herein:

For CNM:

525 Buena Vista, S.E. Albuquerque, New Mexico 87106 Gilbert M. Rivera, Senior Buyer

For Contractor: CONTRACTOR[NAME, MAILING ADDRESS TO BE INSERTED]

47. THIRD PARTY BILLING

Contractor shall accept third party and CNM financial aid charges. The financial aid charges shall be in a format that can be uploaded to the CNM Banner System. Contractor shall be responsible for directly billing third party sponsors.

48. ASSIGNMENT

Contractor agrees not to assign this Agreement nor any portion of the work or services included herein, and not to enter into a partnership for the performance of the services and work contemplated by this Agreement with any person or persons without the prior written permission of CNM. Any approved assignees shall be bound by the same terms and conditions as Contractor, and shall accept in writing the delegation of Contractors' duties and responsibilities under this Agreement. Contractor remains responsible for completion of the Bookstore Management Services.

49. MODIFICATION

This agreement may only be modified in writing, signed by both CNM and Contractor. For CNM, only CNM's Purchasing Director or Buyer is authorized to modify this agreement.



50. PATENT AND COPYRIGHT INDEMNITY

Contractor shall pay all royalty and license fees relating to deliverab1es and other items covered hereby. In the event any third party shall claim that the reproduction, manufacture, use, or sale of goods or items covered hereby infringes any copyright, trademark, patent, or other intellectual property rights, Contractor shall indemnify and hold CNM harmless from any cost, expense, damage, or loss resulting there from.

51. INDEMNIFICATION

To the fullest extent permitted by law, Contractor shall indemnify and hold harmless CNM, its employees, students, and agents, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from Contractors' performance of the work described in this Agreement, provided that such claim, damages, loss or expense is attributable to bodily injury, sickness, death, disease, property damage, violation of privacy, or destruction of tangible property including loss of use thereof, but only to the extent caused by the negligence, omissions, or other actionable conduct of Contractor, anyone directly or indirectly employed by Contractor or anyone for whom Contractor may be liable.

CNM's liability shall be limited as provided in the New Mexico Tort Claims Act, Section 41-4-1 et. seq. NMRA.

52. LOCAL VENDORS

Where there are local vendors that have relationships with the CNM, Contractor shall strive to maintain and enhance those relationships so the local community vendors can also enjoy the success of the new Contractor/CNM team. Contractor shall contact local vendors and shall endeavor wherever possible and competitive, to use these suppliers.

53. ENTIRE AGREEMENT

CNM’s Purchase Order, Purchase Order terms and conditions and this Agreement constitutes the complete and entire agreement between CNM and Contractor. The interpretation or construction of any provision of this Agreement shall be governed by the law of the state of New Mexico.

54. COMPLIANCE WITH APPLICABLE LAWS

Contractor agrees to abide by all applicable state, federal, city, county, local and any other statutes, laws, regulations, or requirements relating to the services provided in this Agreement.

55. RELEASE

Contactor, upon final payment to it of the amounts due, releases CNM, its Board members, officers and employees, and the State of New Mexico from all liabilities, claims and obligations whatsoever arising from or under this Agreement as pertains to the Bookstore Management Services.



56. CONFLICT OF INTEREST

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.

57. AUTHORITY TO EXECUTE AGREEMENT

The persons whose signatures appear below represent and warrant that they have the authority to execute this Agreement on behalf of their respective organizations.

58. SEVERABILITY

If any provision in this Agreement is deemed invalid, void, or unenforceable, the offending provision shall be severed from the remainder of the Agreement, which shall remain in full force and effect.

59. GOVERNING LAW

This Agreement shall be governed by the laws of the State of New Mexico.

60. NOTICE

The State of New Mexico Procurement Code, Sections 13-1-28 through 13-1-199 NMSA 1978, imposes civil and criminal penalties for its violation. In addition, the New Mexico criminal statutes impose felony penalties for illegal bribes, gratuities and kickbacks.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.

CENTRAL NEW MEXICO COMMUNITY COLLEGE

ENTER FIRM’S LEGAL NAME

OWNER (Signature) FIRM (Signature)

GILBERT M. RIVERA, SENIOR BUYER ENTER AUTHORIZED PERSON’S NAME(Printed name and title)

Date: _____________________________________

(Printed name and title)

Date: ______________________________________


EXHIBIT E: SAMPLE SERVICES AGREEMENTEXHIBIT A, GENERAL TERMS AND CONDITIONS

1. Inspection and Audit. a. CNM may inspect, at any reasonable time, any part of Seller's plant or place of business which is related to performance of this Purchase Order. Acceptance of delivery shall not be considered acceptance of the materials, supplies or services furnished. Final inspection of product and services will be made at the destination. Any testing or inspection procedures required by the specification are in addition to CNM's rights under this paragraph. b. The Contractor shall maintain detailed time records which indicate the date, time and nature of services rendered. Contractor shall maintain detailed records of all materials or supplies delivered to CNM under this Purchase Order, including serial numbers and other appropriate identifiers. These records shall be subject to internal and external audit. CNM shall have the right to audit billings both before and after payment. Payment under the resultant Agreement shall not preclude CNM from recovering excessive, erroneous or illegal payments previously made to the Contractor.

2 Warranties. Seller warrants the materials, supplies or services furnished to be exactly as specified in this order, free from defects in Seller's design, labor, materials and manufacture, and to be in compliance with any drawings or specifications incorporated herein and with any samples furnished by Seller. All applicable UCC warranties, express and implied, are incorporated herein.

3. Acceptance and Rejection. If prior to final acceptance, any materials, supplies or service are found to be defective or not as specified, or, if CNM is entitled to revoke acceptance of them, CNM may reject or revoke acceptance, require Seller to correct without charge within a reasonable time, or require delivery at an equitable reduction in price at CNM's option. Seller shall reimburse CNM for all incidental and consequential costs related to unaccepted materials, supplies or service. Notwithstanding final acceptance and payment. Seller shall be liable for latent defects, fraud, or such gross mistakes as amount to fraud. Acceptance of performance shall not waive CNM's right to claim damages for breach.

4. Assignment. This order is assignable by CNM. Except as to any payment due hereunder, this order is not assignable by Seller without written approval of CNM.

5. Changes. CNM may make changes within the general scope of this order by giving notice to Seller and subsequently confirming such changes in writing. If such changes affect the cost of, or the time required for performance of this order, an appropriate equitable adjustment shall be made. No change by Seller shall be recognized without written approval of CNM. Any claim of Seller for an adjustment under this paragraph must be made in writing within thirty (30) days from the date of receipt of Seller of notification of such change, unless CNM waives this condition. Nothing in this paragraph shall excuse Seller from proceeding with performance of the order as changed hereunder.

6. Termination and Delays. CNM, by written notice stating the extent and effective date may terminate this order for convenience in whole or in part, at any time. CNM shall pay Seller as full compensation for performance until such termination: (1) the unit or pro rata order price for the delivered and accepted portion; and (2) a reasonable amount to be approved by CNM, and not otherwise recoverable from other sources by Seller, with respect to the undelivered or unaccepted portion of this order. Provided, however, compensation hereunder shall in no event exceed the total order price. Such amount will be limited to Seller's actual cost and may not include anticipated profits. CNM may terminate this order by written notice in whole or in part for Seller's default if Seller refuses or fails to comply with the provision of this order, or fails to make progress so as to endanger performance and does not cure such failure within a reasonable period of time. In such event, CNM may otherwise secure the materials, supplies or services ordered, and Seller shall be liable for damages suffered by CNM, including incidental and consequential damages. If, after notice of termination, CNM determines Seller was not in default, or if Seller's default is due to failure of CNM, termination shall be deemed for the convenience of CNM. The rights and remedies of CNM provided in this article shall not be exclusive and are in addition to any other rights and remedies provided by law or under this order. As used in this paragraph, the word "Seller" includes Seller and its subsuppliers at any tier.

7. Affirmative Action. Seller shall not discriminate with regard to hiring, termination or other incidents of employment on the basis of race, sex, national origin, religion, age or handicap. Seller agrees to: a) adhere to the principles set forth in Executive Order 11246 and 11375, and to undertake specifically to maintain employment policies and practices that affirmatively promote equality of opportunity for handicapped persons, minority group persons and women; b) take affirmative steps to hire and promote women and minority group persons at all job levels and in all aspects of employment; c) communicate this policy in both English and Spanish to all persons concerned within the company, with outside recruiting services and the minority community at large; d) provide CNM on request a breakdown of labor force by ethnic group, sex, and job category; and e) discuss with CNM its policies and practices relating to its affirmative action program.

8. Indemnification and Insurance Seller assumes the entire responsibility and liability for losses, expenses, damages, demands and claims in connection with or arising out of any actual or alleged personal injury (including death) and/or damage or destruction to property sustained or alleged to have been sustained in connection with or arising out of the performance of the work by Seller, its agents, employees, subcontractors or consultants, except to the extent of liability arising out of the negligent performance of the work by or willful misconduct of CNM. In any event, CNM's liability shall be subject to the limitations of the New Mexico Tort Claims Act. Seller shall indemnify and hold harmless CNM, its officers, agents, and employees from any and all liability for such losses, expenses, damages, demands, and claims and shall defend any suit or action brought against any or all of them based on any actual or alleged personal injury or damage and shall pay any damage costs and expenses including attorneys fees, in connection with or resulting from such suit or action. Seller agrees that it and its subcontractors will maintain public liability and property damage insurance in reasonable amounts covering the above obligation and will maintain workers' compensation coverage covering all employees performing this order.

9. Patent and Copyright Indemnity. Seller shall pay all royalty and license fees relating to deliverables and other items covered hereby. In the event any third party shall claim that the reproduction, manufacture, use, or sale of goods or items covered hereby infringes any copyright, trademark, patent, or other intellectual property rights, Seller shall indemnify and hold CNM harmless from any cost, expense, damage, or loss resulting therefrom.

10. Discounts. Any discount time will not begin until the materials, supplies, or services have been received and accepted and correct invoice received by CNM's Purchasing Department. In the event testing is required, the discount time shall begin upon the completion of the tests.

11. Penalties. The Procurement Code, Section 13-1-28 et seq., imposes civil and criminal penalties for its violation. In addition, the New Mexico criminal statutes impose felony penalties for bribes, gratuities and kickbacks.

12. Title and Delivery. Title to the materials and supplies passed hereunder shall pass to CNM at the F.O.B. point specified subject to the right of CNM to reject upon inspection. For any exception to the delivery date specified, Seller shall give prior notification and obtain approval from CNM's Purchasing Department. Time is of the essence and the order is subject to termination for failure to deliver on time.

13. Payment Charges. Late payment charges shall be paid in the amount and under the conditions stated in Section 13-1-158, NMSA 1978.

14. Other Applicable Laws. Any provision required to be included in a contract of this type by any applicable and valid Executive order, federal, state or local law, ordinance, rule or regulation shall be deemed to be incorporated herein.

15. OSHA Regulations. The contractor shall abide by Federal Occupational Safety and Health Administration (OSHA) regulations and the State of New Mexico Environmental Improvement Board occupational health and safety regulations that apply to the work performed under this Invitation. ALL PRODUCTS CONTAINING HAZARDOUS SUBSTANCES MUST BE PROPERLY LABELED AND ACCOMPANIED BY MATERIAL SAFETY DATA SHEETS. The contractor shall defend, indemnify and hold CNM free and harmless against any and all claims, loss, liability and expense resulting from any alleged violations of said regulations including but not limited to fines, penalties, judgments, court costs and attorney fees.

16. Debarment/Suspension. In performing the services and/or furnishing the goods specified within this purchase order, the vendor/contractor certifies that it is not suspended, debarred or declared ineligible from entering into contracts with the Executive Branch of the Federal Government, any State agency or local public body; nor is in receipt of a notice of proposed debarment or suspension from the Executive Branch of the federal Government, any State agency or local public body.

17. Applicable Law. Each party acknowledges that the New Mexico Procurement Code, NMSA 1978 13-1-28 through -199, as amended, applies to every CNM purchase or contract agreement of tangible personal property, services and construction, including participation made pursuant to this purchase order. Further, each party acknowledges that it will be responsible for claims or damages arising from personal injury or damage to persons or property to the extent they result from negligence of its employees or agents and that the liability of CNM shall be subject in all cases to the immunities and limitation of the New Mexico Tort Claims Act, NMSA 1978 41-4-1 through -2 7, as amended.

SECTION 2GOVERNMENT SUBCONTRACT PROVISIONS

If this order is subcontract under a U.S. Government Prime Contract, the applicable clauses listed below are incorporated into, and form a part of, the terms and conditions of this order. In the event of any conflict between the terms and condition of Section 2 and any other provisions of this order the terms and conditions of Section 2 shall prevail. The clauses contained in the following paragraphs of the Federal Acquisition Regulations are incorporated herein by reference. For purposes of this Purchase Order, in the following clauses, the term "contract" shall mean "this order", the term "contractor" shall mean "Seller" and the term "Government" and "Contracting Officer" shall mean "Albuquerque CNM" and the "Director of Purchasing," respectively.

The following provisions of the Federal Acquisition Regulations (FAR) apply regardless of the amount of this order:

* Anti-kickback Procedures: 52.203-7Buy American Act and Balance of Payments Program 52.225-7001* Contract Work Hours and Safety Standards Act-Overtime Comp. 52.222-4* Equal Employment Opportunity 52.222-26Integrity of Unit Prices 52.215-26(a)(b)Notice to the Government of Labor Disputes 52.222-1Preference for U.S. Flag Air Carriers (For internal air travel) 52.247-63Restriction on Subcontractor Sales to the Government 52.203-6Service Contract Act of 1965 (Reserved) 52.222-41* Termination for Convenience of Government (Education and other Nonprofit Institutions) 52.249-5(a)(f)

CNM reserves all administrative, contractual, and legal remedies against Seller in case of any breaches of the contract. * On contracts funded by federal grants, only the Special Terms and Conditions clauses identified by the asterisk (*) are incorporated into this contract.


EXHIBIT E: SAMPLE SERVICES AGREEMENT

EXHIBIT C, INSURANCE REQUIREMENTS

CERTIFICATES OF INSURANCE: The Vendor shall furnish the Owner one copy each Certificates of Insurance herein required for each copy of the resultant Agreement, showing the coverage, limits of liability, covered operation, effective dates of expiration of policies of insurance carried by the Vendor. The Vendor shall furnish to the Owner copies of limits. The Certificates of Insurance shall be in the form of AIA Document G-705 or similar format acceptable to the Owner. Such certificates shall be filed with the Owner and shall also contain the following statements:

1. The Governing Board of Central New Mexico Community College, Central New Mexico Community College, its agents, servants and employees are held as additional insured.

2. "The insurance coverage certified herein shall not be canceled or materially changed except after forty five (45) days written notice has been provided to the Owner."

COMPENSATION INSURANCE: The Vendor shall procure and shall maintain during the life of this Agreement Worker's Compensation insurance as required by applicable State law for all of the Vendor’s employees , and in case of any such work being sublet, shall require the subcontractors to maintain such Worker's Compensation insurance. In case any class of employee engaged in work on the Project under this Agreement is not protected under a Worker's Compensation Statute, the Vendor shall provide and shall cause each subcontractor or sub-subcontractor to provide Employer's Insurance in an amount of not less than $500,000.

VENDOR’S PROFESSIONAL LIABILITY INSURANCE: The Vendor shall maintain professional liability insurance in the amount of at least $1,000,000.

VENDOR'S PUBLIC LIABILITY INSURANCE: The Vendor shall maintain insurance coverage "equal to the maximum liability amounts set forth in the New Mexico Tort Claims Act Section 41-4-1 et.seq. NMSA 1978". The insurance must remain in force for the life of the Agreement including all extension or renewals. The limits effective July 1, 1992 are: $400,000 per person/$750,000 per occurrence plus $300,000 for medical and $100,000 for property damage for a total maximum liability of $1,150,000 per occurrence.

VENDOR'S VEHICLE LIABILITY INSURANCE: The Vendor shall procure and shall maintain during the life of this contact Vehicle Liability Insurance coverage "equal to the maximum liability amounts set forth in the New Mexico Tort Claims Act Section 41-1-1 et. seq. NMSA 1978". The insurance must remain in force for the life of the Agreement including all extensions or renewals. The limits effective July 1, 1992 are:

Bodily Injury $750,000 Each OccurrenceProperty Damage $100,000 Each Occurrence

SUBCONTRACTORS’ AND SUB-SUBCONTRACTORS’ PUBLIC AND VEHICLE LIABILITY INSURANCE:

The Vendor shall either:

(1) Require each subcontractor or sub-subcontractor to procure and maintain during the life of the subcontract or sub-subcontract Public Liability Insurance of the types and amounts specified above or,

(2) Insure the activities of the subcontractors or sub-subcontractors in the Vendor's policy as required under this Article.

GENERAL:

All insurance policies are to be issued by companies authorized to do business under the laws of the state in which the Work is to be done and acceptable to Owner.The Vendor shall not violate, or permit to be violated, any conditions of any said policies, and shall at all times satisfy the requirements of the insurance companies writing said policies.

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