City Council

AGENDA GALLUP CITY COUNCIL SPECIAL MEETING FRIDAY, JULY 18, 2025; 4:00 P.M. CITY COUNCIL CHAMBERS GALLUP CITY HALL, 110 WEST AZTEC AVENUE Louis Bonaguidi, Mayor Linda Garcia Michael Schaaf Councilor, District #1 Councilor, District #2 Sarah Piano Ron Molina Councilor, District #3 Councilor, District #4 Frank Chiapetti, City Manager David Eason, City Attorney The meeting will be accessible through the City of Gallup’s Facebook Page: City of Gallup, New Mexico Government - Home | Facebook A. Roll Call B. Pledge of Allegiance C. Discussion/Action Topics 1. Annexation Agreement for New Mexico State Trust Lands Between the City of Gallup and the Commissioner of Public Lands – Frank Chiapetti, City Manager 2. Joint Powers Agreement Between the City of Gallup and McKinley County Establishing the Gallup-McKinley Trade Port Authority – Frank Chiapetti, City Manager AGENDA Special City Council Meeting – 7/18/2025 Page 2 D. Motion to Adjourn Auxiliary aides for the disabled are available upon request. Please contact Alfred Abeita, City Clerk, at (505) 863-1254 at least one (1) week prior to the meeting or as soon as possible in advance of the meeting to make any necessary arrangements. Pursuant to the “Open Meetings Act”, NMSA 1978, Section 10-15-1 through 10-15-4 of the State of New Mexico, this Agenda was posted at a place freely accessible to the public 72 hours in advance of the scheduled meeting.  Discussion/Action Topic 1 Annexation Agreement for New Mexico State Trust Lands Between the City of Gallup and the Commissioner of Public Lands Frank Chiapetti, City Manager  Discussion/Action Topic 2 Joint Powers Agreement Between the City of Gallup and McKinley County Establishing the Gallup-McKinley Trade Port Authority Frank Chiapetti, City Manager JOINT POWERS AGREEMENT BETWEEN CITY OF GALLUP AND McKINLEY COUNTY ESTABLISHING THE GALLUP-McKINLEY TRADE PORT AUTHORITY THIS JOINT POWERS AGREEMENT (“Agreement”) is made and entered into this ___ day of July, 2025, by and between the City of Gallup, New Mexico, a New Mexico home rule municipal corporation (the “City”) and the County of McKinley, a political subdivision of the State of New Mexico (the “County”). The City and the County may be individually referred to as a “Party” and collectively as the “Parties.” RECITALS WHEREAS, the City and the County are local government bodies as defined by the Joint Powers Act, 11-1-1 et. seq. NMSA (the “Joint Powers Act”) and therefore empowered to make this Agreement; and WHEREAS, the New Mexico legislature recently adopted, and New Mexico’s Governor recently signed, House Bill 19, the Trade Ports Development Act; and WHEREAS, the Parties have determined to jointly pursue opportunities for economic development created by the Trade Ports Development Act, as the same may be amended (the “Act”), so as to promote and protect the public interest and the safety, health and welfare of the residents of Gallup and the County; and WHEREAS, the Parties intend by this Agreement to provide a framework for the establishment, development and operation of Trade Port Districts and Trade Port Projects pursuant to the Act; NOW, THEREFORE, in consideration of the foregoing Recitals and the terms, conditions and undertakings set forth below, the Parties agree as follows: I. Purpose of Agreement The purpose of this Agreement is to create a joint City/County authority, endow it with duties, powers and authorities, provide for its governance, management and funding, and otherwise direct its function and activities, so that City and the County may through common, effective and efficient action pursue and obtain the opportunities for economic development and related benefits to the public presented by and available through the Act. II. Gallup-McKinley Trade Port Authority Established The Parties hereby create and establish the Gallup-McKinley Trade Port Authority (“Authority”). The Authority shall be and function as a “public partner,” as defined by the Act, and shall be an entity separate from the City and the County. III. Definitions For purposes of this Agreement, the following terms shall have the following definitions: A. “Approved Public-Private Partnership” means and refers to any public-private partnership or public-private partnership agreement for which the Authority obtains approval pursuant to the Act. B. “Approved Trade Port District” means and refers to any trade port district for which the Authority obtains approval pursuant to the Act. C. “Approved Trade Port Project” means and refers to any trade port project for which the Authority obtains approval pursuant to the Act. E. “Effective Date” means and refers to the date on which this Agreement is approved by the New Mexico Secretary of Finance and Administration (“NMDFA”). All terms in this Agreement that are defined or used in the Act shall have the same meaning as they have in the Act. All other terms of this Agreement shall be understood as defined below or, unless the context otherwise requires, shall be understood in accordance with their usual and common meaning. IV. Powers, Authorities and Duties of Authority A. The Authority shall have the following functions and duties: 1. To prepare and submit an application or applications for the designation of one or more 2  trade port districts in accordance with the Act and any applicable State Administrative Requirements. 2. To prepare and submit an application or applications for the approval of one or more trade port projects in accordance with the Act and any applicable State Administrative Requirements. 3. To consider and assess, and if appropriate enter into and obtain approval of, one or more public-private partnerships or public-private partnership agreements in accordance with the Act and any applicable State Administrative Requirements. 4. To prepare and submit an application or applications for grant or loan funding in accordance with the Act and any applicable State Administrative Requirements. 5. If and as appropriate, prepare and submit applications for funding its activities from grants and/or loans available from sources other than those provided in the Act. 6. To oversee and manage the affairs, operations and performances of Approved Trade Port Districts, Approved Trade Port Projects, and/or Approved Public-Private Partnerships. 7. To adopt and issue such rules, regulations and policies as may be necessary and appropriate for its management and to carry out its functions or duties. 8. To take such actions as may be necessary and appropriate to carry out the foregoing duties, or as may be necessary and appropriate to pursue opportunities for economic development available under the Act and any applicable State Administrative Requirements. B. The Authority shall have all powers, authorities and capacities necessary and appropriate to the performance of the foregoing duties, including but not limited to: 1. All powers, authorities and capacities of a public partner under the Act. 3  2. All powers, authorities and capacities common to the City and the County in matters relating to the foregoing duties or recognized by the Joint Powers Act, including but not limited to the power, authority and capacity to adopt and issue rules and regulations, to contract, and to acquire and dispose of property. The Authority shall have the power to impose and collect taxes, but only to the extent and in the manner expressly permitted by action taken by the governing bodies of the City and the County. V. Governance and Management of Authority A. The Authority shall be governed and managed by a Board of Directors (“Board”) initially composed of two (2) persons appointed by the City (the “City members”), two (2) persons appointed by the County (the “County members”), and one (1) person appointed by agreement of and between the City and the County (the “joint member”). The initial five (5) member Board may be increased in size by written agreement by and between the City and the County, approved by their respective governing bodies. All members of the Board shall serve without compensation, but may be reimbursed for out-of-pocket expense incurred in performing their official duties in accordance with governing law. B. Each member of the Board shall be a person having a substantial background, by training or experience, in business, law, and/or economic development. C. The terms of the initial members of the Board shall be staggered, as follows: (1) one of the City members shall serve a term of two years from the Effective Date, and one shall serve a term of one year from the Effective Date; (2) one of the County members shall serve a term of two years from the Effective Date, and one shall serve a term of one year from the Effective Date; and (3) the joint member shall serve a term of one and one-half years from the Effective Date. City members, County members, and the joint member may be reappointed at the conclusion of their respective terms, or may be replaced by other appointees, in all cases pursuant to the terms of 4  Paragraph A above. All reappointed or replacement members shall serve a term of the same duration as they or their predecessor served, starting on the first day following the day on which that term expired regardless of whether the reappointment or replacement was effective as of that date. D. Any member of the Board who misses more than two regular meetings in a twelve month period shall be automatically removed from the Board and his or her position shall filled for the remainder of his or her current term as set forth in Paragraphs A and B. As the sole and exclusive exception to the requirement of automatic removal, a member of the Board who finds it necessary to miss a third meeting in a twelve month period may appoint an alternate to attend that third meeting, provided the alternate satisfies the qualifications required by Section V.B. above. No member of the Board may appoint an alternate except in strict compliance with the foregoing sentence. A member of the Board who misses a third meeting during a twelve month period and who does not appoint an alternate in accordance with this Section V.D. shall be automatically removed from the Board and replaced in accordance with this Section V.D. E. All functions, duties, powers, authorities and capacities of the Authority are vested in the Board. The Board will receive input, advice and recommendations from the Director, other Authority officers, and Authority consultants and contractors, and may, by written resolution, delegate duties, powers and authorities to the Director, provided that no such delegation shall grant the Director the power or capacity to take final action on behalf of the Authority other than in limited and ministerial matters, and provided further that any such delegation may be rescinded by the Board at any time, with or without cause. Excepting action by the Director in accordance with a Board delegation, the Authority shall act by and through the Board. F. The Board shall: 1. Conduct all of its meetings in accordance with the Open Meetings Act (NMSA 10-15-1 5  – 4). 2. Meet in public on a regular basis, no less than once per calendar month, and convene and conduct an annual meeting in June at which the previous years’ activities and the Authority’s financial condition are reviewed and the Authority’s budget and plans for the upcoming year are described, discussed and approved. 3. Take or initiate action only upon the affirmative vote of a super-majority (67% or greater) of its members. 4. Recruit and hire an Executive Director of the Authority (“Director”) pursuant to a written contract that specifies the Director’s functions, duties and authorities, his or her salary and tenure, and other pertinent and appropriate terms attending his or her employment, including the hiring and direction of additional Authority personnel, budgetary and reporting requirements, and attendance at meetings of the Board and Board committees. 5. Exercise appropriate oversight of and supervision, and provide appropriate feedback and direction, respecting the activities and work of the Director, other officers of the Authority, and persons contracting with the Authority. 6. Review and, if appropriate, enter into contracts for the provision of consultancy and other professional or advisory services to the Authority, giving due consideration to obtaining such services from and through persons and entities residing and doing business in the City or County and having expertise in economic development and the history, terms and operation of the Act. 7. Review and, if appropriate, enter into contracts for the provision of additional services or products as may be required by the Authority to fulfill its purpose and functions, or to protect its personnel or assets. 6  8. Review, approve and publish an annual budget for the Authority using the fiscal year employed by the City and the County. 9. Apply for, solicit and otherwise act to obtain funding as needed and appropriate for the Authority to perform its functions, duties and capacities and achieve its purposes. 10. Designate, if necessary, a fiscal agent for the Authority. 11. Assure and provide for strict accountability of all receipts and disbursements of the Authority. 12. Adopt Bylaws or other governing rules or standards addressing and governing the conduct of the Authority and the Board’s functions and procedures not addressed in this Agreement, including the designation of Board officers and the manner of their election or appointment, designation of the Authority’s managing offices (other than the office of Director) to be appointed by the Board, and addressing other matters respecting the Board’s functions not addressed in this Agreement. VI. Financing of Authority A. The Authority shall be initially financed by a contribution of $150,000.00 from the City and $150,000.00 from the County (the “Initial Financing”). B. The Authority, through the Board and (as delegated) the Director, shall make all reasonable efforts to supplement the Initial Financing through grants, loans, contributions, donations and other available and appropriate mechanisms (“Supplemental Financing”). C. All Initial and Supplemental Financing shall be placed in a depository account standing in the name of the Authority, and shall be accounted for, budgeted and expended only as expressly approved by the Board by motion or resolution adopted and passed at a duly noticed public meeting. D. Strict accountability of all receipts and disbursements of the Authority shall be assured pursuant 7  to Section V.E.11 above. VI. Term and Termination A. This Agreement shall be duly approved by the governing bodies of the City and the County prior to any submission to the NMDFA, and will not be effective unless and until it is approved by the NMDFA. B. Provided the Authority establishes at least one Approved Trade Port District within two years following the Effective Date, this Agreement shall continue in perpetuity, unless terminated by the City or the County as permitted in Paragraph C below. If the Authority does not establish at least one Approved Trade Port District within two years following the Effective Date, this Agreement shall automatically terminate on the date falling two years after the Effective Date, unless continued by written agreement approved by the governing body of each Party and the NMDFA. C. If this Agreement is not terminated in accordance with Paragraph B above, either Party may terminate this Agreement by providing written notice of termination to the other Party and the Authority no less than one year prior to the date of termination. D. No termination occurring pursuant to Paragraphs B and/or C shall result in a breach or violation of any contract or other enforceable commitment made by the Authority, including but not limited to a failure on the part of the Authority to honor the terms of any grant, loan, or other financial arrangement to which it is a party. In the event a termination occurring pursuant to Paragraphs B and/or C would cause a breach or violation of any such contract, commitment or arrangement, this Agreement shall continue in full force and effect until termination would no longer cause any such breach or violation, becoming effective only as of that time. Without limiting the generality of the foregoing, and for purposes only of clarity, no termination of this Agreement shall be effective unless and until the Authority has satisfied all of its financial 8  obligations and commitments. E. Upon and following the effective termination of this Agreement, all funds held by the Authority, and any property acquired by and owned without encumbrance or condition by the Authority, shall be transferred to the City and the County in proportion to their respective contributions to the Authority. VII. General Provisions A. This Agreement represents the joint drafting effort of the Parties and shall not be interpreted or applied in favor of or against either Party based on its drafting history or on any other ground. B. This Agreement is intended to comply and not conflict with governing law, and shall be so interpreted and applied. C. This Agreement represents the entire Agreement between the Parties respecting its subject matter, and may not be modified or supplemented except through a written agreement duly executed and approved by each Party, and if necessary, by the NMDFA. No term or provision of this Agreement may be waived except through a writing duly executed and approved by the Party entitled to enforce the term or provision, and no such waiver shall be effective beyond the specific matter or occasion for which it is provided. EXECUTED BY THE PARTIES to be effective as stated above. CITY OF GALLUP By: ATTEST: [seal] City Clerk 9  COUNTY OF McKINLEY By: ATTEST: [seal] ___________________________ County Clerk APPROVAL BY NEW MEXICO DEPARTMENT OF FINANCE AND ADMINISTRATION: By: Title: Date: 10