Legal Committee

AGENDA LEGAL COMMITTEE MEETING Thursday, August 24, 2017 at 4:00PM City Hall Conference Room 425 N. Richardson, Roswell, NM 88201 CALL TO ORDER ROLL CALL APPROVAL OF AGENDA APPROVAL OF MINUTES Approval of the minutes from the Legal Committee meeting on July 27, 2017. p. 3 REGULAR ITEMS 1. To recommend to full Council that the following RIAC agreements to existing leases be placed on the Consent agenda for approval: p. 6, 9 (A) Int’l Missino Dev. Part., LLC Consider approval to authorize International Mission Development Partners, LLC, a New Mexico Limited Liability Corporation, a new lease agreement on Building No. 255 and an area of land. p. 10 (B) NTVI Fed., LLC Consider approval to authorize NTVI Federal, LLC, a Virginia Corporation, a new lease agreement on seven bays to include office area and restrooms in Building No. 115. p. 12 (C) ENMU-R Consider approval to authorize Eastern New Mexico University – Roswell, to amend their current lease agreement on an area of land at the RIAC. p. 14 (D) CAVU Aerospace, Inc. Consider approval to authorize an Assignment Agreement to transfer all Aircraft Technical Support Roswell, Inc., leases to CAVU Aerospace, Inc., an Arkansas Corporation. p. 17 (E) SCEYE Inc. Consider approval to authorize SCEYE SARL, a Swiss Company, to amend their current lease agreement. p. 19 2. RFP Scope: RIAC Bldg 84 Discuss and provide direction regarding the scope of Draft Request for Proposals seeking to dispose of Building 84 at the Roswell International Air Center. p. 20 3. RFP Scope: RIAC Bldg 100 Discuss and provide direction regarding the scope of Draft Request for Proposals seeking to dispose of Building 100 and adjoining land at the Roswell International Air Center. p. 25 4. RFP Scope: RIAC Food Service Discuss and provide direction regarding the scope of Draft Request for Proposals 18-002 (repost) seeking a contractor to provide food service at RIAC. p. 30 NON ACTION ITEMS 5. RIAC Leasing Presentation by City Manager on standards for leasing at RIAC. p. 33 --continued on next page -- --1-- PUBLIC PARTICIPATION ADJOURN Notice of this meeting has been given to the public in compliance with Sections 10-15-1 through 10-15-4 NMSA 1978 and Resolution 16-69. NOTICE OF POTENTIAL QUORUM – A quorum of the City Council may or may not attend, but there will not be debate by the City Council. The Council, acting as attendees to an informational presentation, will not be discussing public business and no action will be taken. If you are an individual with a disability who is in need of a reader, amplifier, qualified sign language interpreter, or any other form of auxiliary aid or service to attend or participate in the hearing or meeting, please contact Human Resources at 575-624-6700 at least one week prior to the meeting or as soon as possible. Public documents including the agenda and minutes can be provided in various accessible formats. Please contact the City Clerk at 575-624-6700 if a summary or other type of accessible format is needed. Printed and posted: Monday, August 21, 2017 --2-- Regular Meeting of the Legal Committee Held in the Conference Room at City Hall July 27, 2017 Notice of this meeting was given to the public in compliance with Section 10-15-1 through 10-51-4 NMSA and Resolution 16-69. ROLL CALL The meeting convened at 4:02 p.m. with Chairman Perry presiding and Councilors Best and Foster being present; Councilor Oropesa participated by telephone. Staff present: Aaron Holloman, Sharon Coll and Scott Stark. Guests present: Randy Robertson, Benjamin Byrd, Christopher Huebner, John Mulcahy and Larry Connolly. APPROVAL OF AGENDA Councilor Foster moved to approve the July 27, 2017 Legal Committee meeting agenda. Councilor Best was the second. A voice vote was unanimous and the motion passed. Councilor Oropesa participated by telephone. APPROVAL OF MINUTES Council Foster moved to approve the minutes from the June 22, 2017 Legal Committee meeting. Councilor Best was the second. A voice vote was unanimous and the motion passed. Councilor Oropesa participated by telephone. REGULAR ITEMS 1. To recommend to full City Council that the following RIAC agreements to existing/new leases be placed on the consent agenda for approval: (A) J&D Fiberglass, LLC, a New Mexico Liability Corporation, to renew their current lease agreement on Building No. 755. Building space is 3,669 square feet. New Monthly rent amount is $600; $7,200 annually. Rent adjustment is 3.09%. J&D Fiberglass, LLC, has been a customer since September 2010. Councilor Foster moved to approve J&D Fiberglass for a one year lease with J&D Fiberglass, LLC of Building No. 755, consisting of 3,669 square feet, located at the Roswell International Air Center, for $7,200 payable in 12 monthly installments of $600 to be placed on the consent agenda subject to all other terms and conditions of the lease. Councilor Best was the second. A voice vote was unanimous and the motion passed. Councilor Oropesa participated by telephone. (B) Weldon Wagner, an individual, to renew his current lease agreement on Building No. 91, Space D and joint use of the ground floor office area. The building space is 4,589 square feet. New monthly rent is $780; $9,360 annually. Rent adjustment is 2.36%. Weldon Wagner has been a customer since September 1993. Councilor Foster moved to approve a one year lease with Weldon Wagner of Building No. 91 Space D, consisting of 4,589 square feet, and joint use of the ground floor office area all located at the Roswell International Air Center for $9,360 payable in 12 monthly installments --3-- of $780 to be placed on the consent agenda subject to all other terms and conditions of the lease. Councilor Best was the second. A voice vote was unanimous and the motion passed. Councilor Oropesa participated by telephone. (C) AerSale, Inc. No. 93, a Florida Corporation, to renew their current lease agreement on Building No. 93. The building space is 36,875 square feet. New rent amount is $3,715 monthly; $44,580 annually. Rent adjustment is 10.01%. AerSale, Inc., has been a customer since August 2012. John Mulcahy discussed Building No. 93 being within the industrial side of the RIAC and available for non-aviation use. He stated that the building is being used for storage, whereas the good condition suggests it could be utilized as a food processing facility. After discussion Councilor Best moved to approve a one year lease with AerSale, Inc. of Building No. 93, consisting of 36,875 square feet, located at the Roswell International Air Center for $44,580 payable in 12 monthly installments of $3,715 to be placed on the consent agenda subject to all other terms and conditions of the lease. Councilor Foster was the second. A voice vote was unanimous and the motion passed. Councilor Oropesa participated by telephone. FOR THE RECORD: Council Oropesa left the meeting at 4:50 p.m. (D) AerSale, Inc. No 118, a Florida Corporation, to renew their current lease agreement on Building No. 118. The building space is 20,000 square feet. New rent amount is $2,360 monthly; $28,320 annually. Rent adjustment is 4.89%. AerSale, Inc., has been a customer since March 2012. Councilor Foster moved to approve five year lease with AerSale, Inc. of Building No. 118, consisting of 20,000 square feet, located at the Roswell International Air Center for $28,320 payable in 12 monthly installments of $2,360 to be placed on the consent agenda subject to all other terms and conditions of the lease. Councilor Best was the second. A voice vote was unanimous and the motion passed. Councilor Oropesa being absent. (E) Stewart Industries International, LLC, an Oklahoma Limited Liability Corporation, to renew their current lease agreement on Buildings No. 72, 81, and 1083A. The building space is 23,195, 1,462, and 14,000 square feet respectively. New rent amount is $966, $200, and $1,800 monthly respectively; $11,592, $2,400, and $21,600 annually respectively. Rent adjustment is 22.12%, 26.98%, and 3.60% respectively. Stewart Industries International, LLC, has been a customer since July 2009. Councilor Foster moved to approve a one year lease with Stewart Industries International, LLC of Buildings No. 72, 81, and 1083A, consisting of 23,195, 1,462, and 14,000 square feet respectively, located at the Roswell International Air Center for $11,592, $2,400, and $21,600 annually respectively payable in 12 monthly installments of $966, $200, and $1,800 respectively to be placed on the consent agenda subject to all other terms and conditions of the lease. Councilor Best was the second. A voice vote was 2-1 with Councilor Best voting no; the motion passed. Councilor Oropesa being absent. (F) William Abbott, an individual, a new lease agreement on Building No. 61 and the fenced area surrounding the building. The building space is 1,425 square feet. Rent amount $260 monthly; $3,120 annually. Councilor Foster moved to approve a one year lease with William Abbott of Building No. 61, consisting of 1,425 square feet, located at the Roswell International Air Center for $3,120 payable in 12 monthly installments of $260 to be placed on the consent agenda subject to all other terms and conditions of the lease. --4-- Councilor Best was the second. A voice vote was unanimous and the motion passed. Councilor Oropesa being absent. (G) Don and Angel Mayes, as individuals, to amend their current lease agreement on “T” Hangar Building No. 120, Space 2. Councilor Foster moved to approve Richard Glenn, an individual, be added as an additional tenant to their lease agreement. Councilor Foster moved to approve the amendment to the existing lease which adds Richard Glenn as an additional tenant to be placed on the consent agenda subject to all other existing terms and conditions of the lease. Councilor Best was the second. A voice vote was unanimous and the motion passed. Councilor Oropesa being absent. 2. Resolution 17-35 - Consider approval, and send to full City Council, Resolution 17- 35, authorizing the Mayor to accept funding assistance from the Federal Aviation Administration on behalf of the City of Roswell. Scott Stark briefly discussed Resolution 17-35. Councilor Best moved to approve, and to send to full City Council, Resolution 17- 35, authorizing the Mayor to accept funding assistance from the Federal Aviation Administration on behalf of the City of Roswell. Councilor Foster was the second. A voice vote was unanimous and the motion passed. Councilor Oropesa being absent. 3. Resolution 17-36 - Consider approval, and send to full City Council, Resolution17- 36, authorizing the City Manager to apply for, accept and execute Grant Agreements for funding assistance from the State of New Mexico Aviation Division on behalf of the City of Roswell for project development at the Roswell International Air Center. Scott Stark briefly discussed Resolution 17-36. Councilor Foster moved to approve, and to send to full City Council, Resolution 17-36, authorizing the City Manager to apply for, accept and execute Grant Agreements for funding assistance from the State of New Mexico Aviation Division on behalf of the City of Roswell for project development at the Roswell International Air Center. Councilor Best was the second. A voice vote was unanimous and the motion passed. Councilor Oropesa being absent. NON ACTION ITEMS 4. Discussion of a Proposed Ordinance permitted off-highway vehicles to operate on paved city streets. Mr. Randy Robertson, citizen, and Mr. Benjamin Byrd of the New Mexico Game and Fish discussed the ordinances from other New Mexico communities and the New Mexico State statutes. 5. P&Z Update. Mr. Holloman stated that the Planning and Zoning meeting on July 25, 2017 that Case 17-014 SUP, a request for a Special Use Permit for Multi-Family Residential Units in C-4 was tabled. PUBLIC PARTICIPATION None. ADJOURN The meeting adjourned at 5:30 p.m. --5--  ROSWELL NEW MEXICO Legal Committee Thursday, August 24, 2017 at 4:00 p.m. City Hall Conference Room 425 N. Richardson – Roswell, NM 88201 ACTION REQUESTED: (A) Consider approval to authorize International Mission Development Partners, LLC, a New Mexico Limited Liability Corporation, a new lease agreement on Building No. 255 and an area of land. (B) Consider approval to authorize NTVI Federal, LLC, a Virginia Corporation, a new lease agreement on seven bays to include office area and restrooms in Building No. 115. (C) Consider approval to authorize Eastern New Mexico University – Roswell, to amend their current lease agreement on an area of land at the RIAC. (D) Consider approval to authorize an Assignment Agreement to transfer all Aircraft Technical Support Roswell, Inc., leases to CAVU Aerospace, Inc., an Arkansas Corporation. (E) Consider approval to authorize SCEYE SARL, a Swiss Company, to amend their current lease agreement. BACKGROUND: (A) International Mission Development Partners, LLC, request to lease the building and land for the purpose of operating a commercial storage business. Building space is 1,344 square feet and land is 167,707 square feet respectively. Rent amount is $250 monthly; $3,000 annually. (B) NTVI Federal, LLC, request to lease the building for the purpose of a transportation garage and office. Building space is 12,950 square feet. Rent amount is $1,620 monthly; $19,200 annually. (C) Eastern New Mexico University – Roswell, leases the area of land at RIAC for the purpose of CDL --6--  training. Landlord desires to repurpose 43,560 square feet of the leasehold. Tenant agrees to return said portion of the leasehold to landlord. Rent amount is reduced from $172 to $122 monthly; and reduced from $2,064 to $1,464 annually. Transfer of land to the City of Roswell shall be effective October 1, 2017. (D) CAVU Aerospace, Inc., has agreed to purchase and Aircraft Technical Support Roswell, Inc., has agreed to sell the tangible and intangible operating assets and good will of the operation, including without limitation the intangible right of initial tenant to occupy and use the premises. (E) SCEYE SARL, leases building No. 1670 and a parcel of land for the purpose of research and development of lighter than air vehicles. Tenant has changed their legal name to SCEYE, Inc. FINANCIAL CONSIDERATION: (A) International Mission Development Partners, LLC, request to lease the building and land for the purpose of operating a commercial storage business. Building space is 1,344 square feet and land is 167,707 square feet respectively. Rent amount is $250 monthly; $3,000 annually. Term: October 1, 2017 through September 30, 2018. (B) NTVI Federal, LLC, request to lease the seven bays and building for the purpose of a transportation garage and office. Building space is 12,950 square feet. Rent amount is $1,620 monthly; $19,200 annually. Term: October 1, 2017 through September 30, 2018. (C) Eastern New Mexico University – Roswell, leases the area of land at RIAC for the purpose of CDL training. Landlord desires to repurpose 43,560 square feet of the leasehold. Tenant agrees to return said portion of the leasehold to landlord. Rent amount is reduced from $172 to $122 monthly; and reduced from $2,064 to $1,464 annually. Transfer of land to the City of Roswell shall be effective October 1, 2017. --7--  (D) Aircraft Technical Support Roswell, Inc., must be current on all rents, utilities and fees owed to landlord prior to the effective date. (E) SCEYE SARL – Not Applicable. LEGAL REVIEW: The City Attorney has reviewed the leases and addendums. BOARD / COMMITTEE ACTION: The legal committee is scheduled to meet on August 24, 2017. --continued on next page-- --8-- STAFF RECOMMENDATION: (A) Consider approval of a one year lease with International Mission Development Partners, LLC of Building No. 255 along with adjoining land, consisting of 1,344 square feet and 167,707 square feet respectively, located at the Roswell International Air Center, for $3,000payable in 12 monthly installments of $250 to be placed on the consent agenda subject to all other terms and conditions of the lease. (B) Consider approval of a one year lease with NTVI Federal, LLC of seven bays including office area and restroom in Building No. 115, the rented area consisting of 12,950 square feet, located at the Roswell International Air Center, for $19,440.00 payable in 12 monthly installments of $1,620 to be placed on the consent agenda subject to all other terms and conditions of the lease. (C) Consider approval an addendum to the lease of Eastern New Mexico University – Roswell, returning property to the use of the Landlord, to be placed on the consent agenda subject to all other terms and conditions of the addendum and all previous leases unless modified by the addendum. (D) Consider approval of Assignment Agreement with CAVU Aerospace, Inc assuming lease of portions of Buildings No. 1081 and 100, consisting of 51,000 square feet, 5,520 square feet, respectively along with an two plots of land consisting 8 acres and 4.5 acres, located at the Roswell International Air Center, to be placed on the consent agenda subject to all other terms and conditions of the assignment and all previous leases unless modified by the assignment. (E) Consider approval of an amendment to the lease with Sceye SARL modifying the name of the Lessee to Sceye, Inc., which will be placed on the consent agenda subject to all other terms and conditions of the addendum and all previous leases unless modified by the addendum. --9-- THIS LEASE executed in Roswell, New Mexico on this 14th day of September, 2017 by and between the CITY OF ROSWELL, NEW MEXICO, a municipal corporation, hereinafter “Landlord”, and International Mission Development Partners, LLC, a New Mexico Limited Liability Corporation, hereinafter “Tenant”. WHEREAS Landlord has agreed to lease to Tenant the real property described below, together with the improvements thereon, in Chaves County New Mexico, and Tenant has agreed to lease said real property and improvements from Landlord; NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. GRANTING CLAUSE AND PREMISES. For the term, at the rent and otherwise upon the terms, provisions and conditions contained herein, Landlord hereby lets and leases unto Tenant the surface only to the following real property, together with all improvements located thereon: Building No. 255 consisting of 1,344 square feet, more or less, and an area of land consisting of 167,707 square feet, more or less, located at the Roswell International Air Center, identified on a plat attached hereto and made a part hereof, identified and listed as Exhibit "A" (Premises). 2. TERM. The Lease term is for one (1) year, commencing on October 1, 2017 and ending September 30, 2018 unless sooner terminated by provision hereof. 3. RENT. Tenant agrees to pay to Landlord as rent the sum of Three Thousand Dollars and No Cents ($3,000.00), payable in 12 monthly installments of $250.00. Rent and other fees are due on the first day of each month. If Tenant fails to pay all rent and other fees due for any month by the tenth calendar day of the month that said rent and fees are due, Tenant shall pay to Landlord an additional 2% finance charge, as a penalty, each month until the full amount of that month’s rent is paid. This penalty shall be immediately payable without limiting Landlord in the exercise of any other right or remedy to which it may be entitled by reason of Tenant’s failure to pay rent when due. All rent shall be paid to Landlord without abatement, reduction or set off of any kind except as herein specifically provided. 4. SECURITY DEPOSIT. Tenant shall pay $250 in advance as security for Tenant’s full and faithful performance of all terms of this lease. This amount shall be used by Landlord at the termination of this Lease Agreement toward a. payment for rent or penalties due Landlord, b. reimbursement of the costs of cleaning and repairing damages (beyond normal wear and tear) to the Premises and c. the cost of removal of any hazardous material not properly disposed of by Tenant. Landlord shall be the sole and reasonable judge of all cleaning and repairs required for the Premises and the amounts needed for these purposes. Upon termination or expiration of this Lease the security deposit shall first be applied to necessary cleaning and removal, repairs and the remaining balance, if any, may then be applied to rentals and penalties then owing to Landlord. Any refund of the security deposit due Tenant will be delivered or mailed in accordance with Paragraph 26 of this Agreement within 60 days after the termination of this Lease Agreement. 5. CONDITION OF PREMISES. Tenant has inspected Premises and accepts the Premises in its present condition “as is”. Tenant acknowledges that any requirements for accessibility and/or public accommodation(s) are Tenant’s responsibility. Tenant agrees that, at the expiration of the term hereof, it shall yield up and deliver the Premises to Landlord in as good repair and condition, broom clean, as when received, except for loss resulting from ordinary use and wear. --10--  EXHIBIT “A” PREMISES: Building No.255 consisting of 1,344 square feet± and an area of land consisting of 167,707 square feet ±. 51 Earl Cummings Loop East. 255 EXHIBIT “A” --11-- THIS LEASE executed in Roswell, New Mexico on this 10th day of August, 2017 by and between the CITY OF ROSWELL, NEW MEXICO, a municipal corporation, hereinafter “Landlord”, and NTVI FED, LLC, an Alaska limited liability corporation, hereinafter “Tenant”. WHEREAS Landlord has agreed to lease to Tenant the real property described below, together with the improvements thereon, in Chaves County New Mexico, and Tenant has agreed to lease said real property and improvements from Landlord; NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 1. GRANTING CLAUSE AND PREMISES. For the term, at the rent and otherwise upon the terms, provisions and conditions contained herein, Landlord hereby lets and leases unto Tenant the surface only to the following real property, together with all improvements located thereon: Seven Bays to include office area and restrooms in Building No. 115 consisting of 12,950 square feet, more or less, located at the Roswell International Air Center, identified on a plat attached hereto and made a part hereof, identified and listed as Exhibit "A" (Premises). 2. TERM. The Lease term is for one (1) year with four (4) one year options to renew, commencing on September 1, 2017 and ending August 31, 2018 unless sooner terminated by provision hereof. 3. RENT. Tenant agrees to pay to Landlord as rent the sum of Nineteen Thousand, Four Hundred Forty Dollars and No Cents ($19,440.00), payable in 12 monthly installments of $1,620.00. Rent and other fees are due on the first day of each month. If Tenant fails to pay all rent and other fees due for any month by the tenth calendar day of the month that said rent and fees are due, Tenant shall pay to Landlord an additional 2% finance charge, as a penalty, each month until the full amount of that month’s rent is paid. This penalty shall be immediately payable without limiting Landlord in the exercise of any other right or remedy to which it may be entitled by reason of Tenant’s failure to pay rent when due. All rent shall be paid to Landlord without abatement, reduction or set off of any kind except as herein specifically provided. 4. SECURITY DEPOSIT. Tenant shall pay $1,620.00 in advance as security for Tenant’s full and faithful performance of all terms of this lease. This amount shall be used by Landlord at the termination of this Lease Agreement toward a. payment for rent or penalties due Landlord, b. reimbursement of the costs of cleaning and repairing damages (beyond normal wear and tear) to the Premises and c. the cost of removal of any hazardous material not properly disposed of by Tenant. Landlord shall be the sole and reasonable judge of all cleaning and repairs required for the Premises and the amounts needed for these purposes. Upon termination or expiration of this Lease the security deposit shall first be applied to necessary cleaning and removal, repairs and the remaining balance, if any, may then be applied to rentals and penalties then owing to Landlord. Any refund of the security deposit due Tenant will be delivered or mailed in accordance with Paragraph 26 of this Agreement within 60 days after the termination of this Lease Agreement. 5. CONDITION OF PREMISES. Tenant has inspected Premises and accepts the Premises in its present condition “as is”. Tenant acknowledges that any requirements for accessibility and/or public accommodation(s) are Tenant’s responsibility. Tenant agrees that the Premises is in good repair and condition except as noted herein. Tenant agrees that, at the expiration of the term hereof, it shall yield up and deliver the Premises to Landlord in as good repair and condition, broom clean, as when received, except for loss resulting from ordinary use and wear. --12--  EXHIBIT “A” PREMISES: The seven most northerly bays of Building 115 including the office area and restrooms consisting of 12,950 square feet ±. 46 East Martin EXHIBIT “A” --13--  THE CITY OF ROSWELL, NEW MEXICO, a municipal corporation, hereinafter "Landlord" and EASTERN NEW MEXICO UNIVERSITY - ROSWELL, hereinafter "Tenant" hereby agree to the following amendment to that certain Lease Agreement dated January 12, 2017. WHEREAS, Landlord desires to repurpose 43,560 square feet, more or less, of the Leasehold and; WHEREAS, Tenant agrees to return said portion of the leasehold to Landlord NOW THEREFORE, Landlord and Tenant (each “Party” and both collectively the “Parties”) agree as follows: 1. Paragraph 1. GRANTING CLAUSE AND PREMISES., text box describing the Premises; text is deleted and replaced with the following: “Use of an area of land at the old airport sufficient to conduct Commercial Driver License (CDL) training approximating runway 17/35 in orientation located at the old Roswell Municipal Airport, identified on a plat attached hereto and made a part hereof, identified and listed as Exhibit "A" (Premises). 2. Exhibit “A” (Premises) of the Lease is deleted and replaced with Exhibit “A” (Premises) attached hereto and made a part hereof. 3. Paragraph 3. RENT. is deleted and replaced with the following: “Tenant agrees to pay to Landlord as rent the sum of One Thousand Sixty Four Dollars and No Cents ($1,464.00), payable in 12 monthly installments of $122.00. Rent and other fees are due on the first day of each month. If Tenant fails to pay all rent and other fees due for any month by the tenth calendar day of the month that said rent and fees are due, Tenant shall pay to Landlord an additional 2% finance charge, as a penalty, each month until the full amount of that month’s rent is paid. This penalty shall be immediately payable without limiting Landlord in the exercise of any other right or remedy to which it may be entitled by reason of Tenant’s failure to pay rent when due. All rent shall be paid to Landlord without abatement, reduction or set off of any kind except as herein specifically provided.” 4. Transfer of land being returned to Landlord shall be effective October 1, 2017. 5. Except as amended herein, the original Lease shall continue without change, and in full force and effect as originally executed. [Remainder of Page Intentionally Left Blank; Signature Page Follows] --14--  IN WITNESS WHEREOF, this First Addendum to Lease Agreement is done and executed in Roswell, New Mexico this _____ day of September 2017. CITY SEAL LANDLORD: CITY OF ROSWELL, NEW MEXICO ______________________ Dennis J. Kintigh, Mayor ______________________ Sharon Coll, City Clerk TENANT: EASTERN NEW MEXICO UNIVERSITY – ROSWELL ______________________ John Madden, President --15-- EXHIBIT “A” PREMISES: abandoned north/south runway at the old municipal airport. Old Municipal Airport EXHIBIT “A” --16-- --17-- --18--  THE CITY OF ROSWELL, NEW MEXICO, a municipal corporation, hereinafter "Landlord" and SCEYE SARL, a Swiss company, hereinafter "Tenant", hereby agree to the following amendment to that certain Lease Agreement dated March 9, 2017 between the parties. WHEREAS, Tenant has changed their legal name to Sceye Inc. NOW THEREFORE, Landlord and Tenant agree as follows: 1. The legal name of Tenant is changed to SCEYE, INC., a Delaware corporation, and all references to Tenant in the Lease refer to SCEYE, INC. 2. Paragraph 26. NOTICES part b., Tenant’s address is amended to: Sceye, Inc. 115 E. College Blvd. Ste. 311 Roswell, NM 88201 3. Except as amended herein, the Lease shall continue without change, and remain in full force and effect as originally executed, except as modified above. IN WITNESS WHEREOF, this First Addendum to the Lease Agreement of March 9, 2017 is done and executed in Roswell, New Mexico this day of September, 2017. CITY SEAL LANDLORD: CITY OF ROSWELL, NEW MEXICO ______________________ Dennis J. Kintigh, Mayor ______________________ Sharon Coll City Clerk TENANT: SCEYE, INC. ______________________ Mikkel Vestergaard, CEO --19--  AGENDA ITEM NO. 2– ABSTRACT LEGAL COMMITTEE MEETING Thursday, August 24, 2017 at 4:00PM City Hall Conference Room 425 N. Richardson, Roswell, NM 88201 ACTION REQUESTED: Discuss and provide direction regarding the scope of Draft Request for Proposals seeking to dispose of Building 84 at the Roswell International Air Center. BACKGROUND: Staff is asking for review of the scope of the Draft RFP relating to Building 84 at the RIAC. The sale is intended to dispose of unnecessary property and encourage development at the RIAC. FINANCIAL CONSIDERATION: Not applicable. LEGAL REVIEW: Not applicable. BOARD and/or COMMITTEE ACTION: The Legal Committee is scheduled to meet on Thursday, August 24, 2017. STAFF RECOMMENDATION: Discuss and provide direction regarding the scope of Draft Request for Proposals seeking to dispose of Building 84 at the Roswell International Air Center. --20--  PURCHASING DEPARTMENT 425 N. RICHARDSON AVE., ROSWELL, NM 88201 LUPITA EVERETT, PURCHASING AGENT DIRECT PHONE NUMBER: (575) 637-6222 EMAIL: l.everett@roswell-nm.gov RFP NUMBER: 18-0XX RFP NAME: RIAC HANGAR 84 SALE DEPARTMENT: AIR CENTER DATE OF OPENING: SEPTEMBER 25, 2017 TIME OF OPENING: 2:00 P.M. FACSIMILE AND ELECTRONIC PROPOSALS ARE NOT ACCEPTABLE Pursuant to the provisions of the New Mexico State Procurement Act, sealed proposals, in single copy, subject to the conditions herein, will be received in the Office of the Purchasing Agent at City Hall, 425 N. Richardson Ave., Roswell, New Mexico until the date and time shown above, and at that time, proposals will be publicly opened and Offeror’s names disclosed. Proposal contents will not be read aloud. An evaluation committee will provide a recommendation for award to the best proposal to City Council. IMPORTANT: PROPOSALS DUE TUESDAY, SEPTEMBER 25, 2017 AT 2:00 PM OFFICE OF THE PURCHASING AGENT, CITY HALL 425 N. RICHARDSON AVE., ROSWELL, NEW MEXICO 88201 --21-- C. Property Description: The subject property is located at 605 East Challenger, Roswell, NM, 88203, and has the following attributes: Zoning: Industrial (I-2) Square footage: 43,622 Sq. Ft. Existing Uses: Commercial Aircraft Hangar Land Parcel Number: Location is inside the RIAC Airport Layout Plan; therefore, sale requires a Release of Airport Property from the Federal Aviation Administration. II. Conditions Governing the Procurement: This section of the RFP outlines and describes the major events of the Selection Process and specifies general requirements. A. Sequence of Events: Action: Responsibility: Date: 1. Issue RFP City of Roswell 9/3/17 2. Submission of Proposal Offerors: Time: 2:00pm 9/25/17 3. Evaluation Period Start Date: 9/26/17 Evaluation Committee 9/28/17 4. Recommendation to Finance Committee Procurement Manager or designee 10/5/17 Recommendation of Award to Governing Board 6. Procurement Manager or designee 10/12/17 (1st Reading) Recommendation of Award to Governing Board 7. Procurement Manager or designee 11/9/17 (2nd Reading) 8. Notice of Award Procurement Manager 11/10/17 9. Protest Period / State Review Effect Date: 12/26/17 10. Contract Executed City Manager 12/27/17 --22--   Front cover with Contact information listed (blank on back side).  Submittal letter (one-page maximum) clearly showing the proposed amount for purchase of the property being offered by the City of Roswell.  Completed Campaign Contribution Disclosure Form (Provided at end of this RFP)  Vendor Information Form (Provided at end of this RFP)  IRS Form W-9 (Provided at end of this RFP)  Offeror’s bid in a separate sealed envelope IV. Scope of Services: A. Scope of Services: The City of Roswell is seeking qualitative proposals for the divesting of property known as “Roswell International Air Center (RIAC) Hangar 84” that is considered surplus or has value to be utilized for economic development or other important goals identified by the city for the RIAC, more specifically located at 605 East Challenger, Roswell, New Mexico, 88203. This sale does not include land. The successful proposer will enter into negotiations for a long-term land lease, at the end of which the hangar will revert to the city. The following list provides specific development criteria that must be addressed in this proposal. Proposers should review all referenced documents in their entirety. It is the City’s desire that the successful, qualified, proposer will develop, finance and construct a project that: 1. Creates an aviation related manufacturing or service development project that capitalizes on its airport “airside” location and complements the strategic vision in the City’s 2012 RIAC Master Plan. 2. Is consistent with the City Code zoning, FAA Regulations and all other applicable regulations, guidelines, adopted plans and the City’s goals and objectives for the RIAC. Should create net new jobs and business opportunities. 3. Is initiated and completed within a reasonable time period acceptable to the City. It is the City’s desire that proposals will be completed in the shortest time frame possible. Proposals should outline strategies to mitigate any potential adverse impacts to nearby businesses during the development stage of the project. 4. Contains business terms that provide tangible public benefits. Proposals should request minimal City assistance and provide maximum return to the Community. 5. Clearly describes the method of property control or acquisition. --23-- B. Expectations of City: The winning Offeror will acknowledge that the property will be fully reconditioned to meet the requirements of the International Building Code, National Fire Protection Association Code, as well as the Offeror’s proposed use of the hangar as shown in their proposal. Note: Failure to complete all of the improvements agreed to between the City of Roswell and the Offeror within a period of six (6) months from the date of the property transfer will result in the City reclaiming the property, unless the agreement is modified and agreed to by all parties. V. Evaluation of Proposals: A. Evaluation Criteria 1. Short listing – A maximum total of 100 points are possible in scoring each proposal for the shortlist evaluation. The Selection Committee will evaluate the proposals and may conduct interviews with Offerors applying for selection. The evaluation criteria to be used by the Selection Committee for the proposal shortlist and the corresponding point values for each criterion are as follows: Evaluation Criteria: #: Criteria: Possible Points: 1 Offeror’s Qualifications & Financial Capacity 10 2 Description and Clear Scope/Scale of Project 20 3 Consistency with Adopted Plans and Ordinances 15 4 Level of Return and Benefit to the City 20 5 Project Timeline 5 6 Interview 20 7 Purchase Price 10 Total Possible Points: 100 2. Interview - 50 points are possible in scoring each interview for this RFP. The Selection Committee will provide at a pre-interview meeting, if held, a list of questions relevant to the project. These questions shall be addressed by the firms at the interview. Each question will carry equal point value. The interview will allow time for a question and answer session in response to the prepared questions. --24--  AGENDA ITEM NO. 3 – ABSTRACT LEGAL COMMITTEE MEETING Thursday, August 24, 2017 at 4:00PM City Hall Conference Room 425 N. Richardson, Roswell, NM 88201 ACTION REQUESTED: Discuss and provide direction regarding the scope of Draft Request for Proposals seeking to dispose of Building 100 and adjoining land at the Roswell International Air Center. BACKGROUND: Staff is asking for review of the scope of the Draft RFP relating to Building 100 and adjoining at the RIAC. The sale is intended to dispose of unnecessary property and encourage development at the RIAC. FINANCIAL CONSIDERATION: Not applicable. LEGAL REVIEW: Not applicable. BOARD and/or COMMITTEE ACTION: The Legal Committee is scheduled to meet on Thursday, August 24, 2017. STAFF RECOMMENDATION: Discuss and provide direction regarding the scope of Draft Request for Proposals seeking to dispose of Building 100 and adjoining land at the Roswell International Air Center. --25--  PURCHASING DEPARTMENT 425 N. RICHARDSON AVE., ROSWELL, NM 88201 LUPITA EVERETT, PURCHASING AGENT DIRECT PHONE NUMBER: (575) 637-6222 EMAIL: l.everett@roswell-nm.gov RFP NUMBER: 18-0XX RFP NAME: RIAC BUILDING 100 & LAND SALE DEPARTMENT: AIR CENTER DATE OF OPENING: SEPTEMBER 25, 2017 TIME OF OPENING: 2:00 P.M. FACSIMILE AND ELECTRONIC PROPOSALS ARE NOT ACCEPTABLE Pursuant to the provisions of the New Mexico State Procurement Act, sealed proposals, in single copy, subject to the conditions herein, will be received in the Office of the Purchasing Agent at City Hall, 425 N. Richardson Ave., Roswell, New Mexico until the date and time shown above, and at that time, proposals will be publicly opened and Offeror’s names disclosed. Proposal contents will not be read aloud. An evaluation committee will provide a recommendation for award to the best proposal to City Council. IMPORTANT: PROPOSALS DUE TUESDAY, SEPTEMBER 25, 2017 AT 2:00 PM OFFICE OF THE PURCHASING AGENT, CITY HALL 425 N. RICHARDSON AVE., ROSWELL, NEW MEXICO 88201 --26-- C. Property Description: The subject property is located at 75 Earl Cummings Loop East, Roswell, NM, 88203, and has the following attributes: Zoning: Industrial (I-2) Square footage: 5,520 Sq. Ft. Existing Uses: Warehouse/Vacant Land Land Parcel Number: Location is inside the RIAC Airport Layout Plan; therefore, sale requires a Release of Airport Property from the Federal Aviation Administration. II. Conditions Governing the Procurement: This section of the RFP outlines and describes the major events of the Selection Process and specifies general requirements. A. Sequence of Events: Action: Responsibility: Date: 1. Issue RFP City of Roswell 9/3/17 2. Submission of Proposal Offerors: Time: 2:00pm 9/25/17 3. Evaluation Period Start Date: 9/26/17 Evaluation Committee 9/28/17 4. Recommendation to Finance Committee Procurement Manager or designee 10/5/17 Recommendation of Award to Governing Board 6. Procurement Manager or designee 10/12/17 (1st Reading) Recommendation of Award to Governing Board 7. Procurement Manager or designee 11/9/17 (2nd Reading) 8. Notice of Award Procurement Manager 11/10/17 9. Protest Period / State Review Effect Date: 12/26/17 10. Contract Executed City Manager 12/27/17 --27--   Front cover with Contact information listed (blank on back side).  Submittal letter (one page maximum) clearly showing the proposed amount for purchase of the property being offered by the City of Roswell.  Completed Campaign Contribution Disclosure Form (Provided at end of this RFP)  Vendor Information Form (Provided at end of this RFP)  IRS Form W-9 (Provided at end of this RFP)  Offeror’s bid in a separate sealed envelope IV. Scope of Services: A. Scope of Services: The City of Roswell is seeking qualitative proposals for the divesting of property known as “Roswell International Air Center (RIAC) Building 100” and 2.2 acres, more or less, of adjacent vacant land that is considered surplus or has value to be utilized for economic development or other important goals identified by the city for the RIAC, more specifically located at 75 Earl Cummings Loop East, Roswell, New Mexico, 88203. The following list provides specific development criteria that must be addressed in this proposal. Proposers should review all referenced documents in their entirety. It is the City’s desire that the successful, qualified, proposer will develop, finance and construct a project that: 1. Creates an aviation related manufacturing or service development project that capitalizes on its airport location and complements the strategic vision in the City’s 2012 RIAC Master Plan. 2. Provides an innovative, high quality design that is aesthetically and functionally compatible with surrounding development. 4. Is consistent with the City Code zoning and all other applicable regulations, guidelines, adopted plans and the City’s goals and objectives for the RIAC. Should create net new jobs and business opportunities. 5. Is initiated and completed within a reasonable time period acceptable to the City. It is the City’s desire that proposals will be completed in the shortest time frame possible. Proposals should outline strategies to mitigate any potential adverse impacts to nearby businesses during the development stage of the project. 6. Contains business terms that provide tangible public benefits. Proposals should request minimal City assistance and provide maximum return to the Community. 7. Clearly describes the method of property control or acquisition. --28-- B. Expectations of City: The winning Offeror will acknowledge that the property will be fully reconditioned to meet the requirements of the International Building Code, as well as the Offeror’s proposed use of the building as shown in their proposal. Note: Failure to complete all of the improvements agreed to between the City of Roswell and the Offeror within a period of six (6) months from the date of the property transfer will result in the City reclaiming the property, unless the agreement is modified and agreed to by all parties. V. Evaluation of Proposals: A. Evaluation Criteria 1. Short listing – A maximum total of 100 points are possible in scoring each proposal for the shortlist evaluation. The Selection Committee will evaluate the proposals and may conduct interviews with Offerors applying for selection. The evaluation criteria to be used by the Selection Committee for the proposal shortlist and the corresponding point values for each criteria are as follows: Evaluation Criteria: #: Criteria: Possible Points: 1 Offeror’s Qualifications & Financial Capacity 10 2 Description and Clear Scope/Scale of Project 20 3 Consistency with Adopted Plans and Ordinances 15 4 Level of Return and Benefit to the City 20 5 Project Timeline 5 6 Interview 20 7 Purchase Price 10 Total Possible Points: 100 2. Interview - 50 points are possible in scoring each interview for this RFP. The Selection Committee will provide at a pre-interview meeting, if held, a list of questions relevant to the project. These questions shall be addressed by the firms at the interview. Each question will carry equal point value. The interview will allow time for a question and answer session in response to the prepared questions. --29--  AGENDA ITEM NO. 4 – ABSTRACT LEGAL COMMITTEE MEETING Thursday, August 24, 2017 at 4:00PM City Hall Conference Room 425 N. Richardson, Roswell, NM 88201 ACTION REQUESTED: Discuss and provide direction regarding the scope of Draft Request for Proposals 18-002 (repost) seeking a contractor to provide food service at RIAC. BACKGROUND: Staff is asking for review of the scope of the RFP 18- 002 (repost) to provide food and beverage service at RIAC. RFP 18-002 was put out for bid in July and received no responses. At this time the City of Roswell will repost the RFP with modifications for the project. FINANCIAL CONSIDERATION: A maintenance fund will be needed from RIAC budget to maintain contracted services. LEGAL REVIEW: Not applicable. BOARD and/or COMMITTEE ACTION: The Legal Committee is scheduled to meet on Thursday, August 24, 2017. STAFF RECOMMENDATION: Discuss and provide direction regarding the scope of Draft Request for Proposals 18-002 (repost) seeking a contractor to provide food service at RIAC. --30-- Scope of Services a. The selected Offeror is required to provide a variety of quality prepared hot and cold food and beverages appropriate for a full service food and beverage concession. The variety, quality, and appearance shall be consistent with the New Mexico Environment Department (NMED) approved food service standards for comparable food service facilities. b. Offeror must demonstrate the ability to obtain any and all licenses required from the New Mexico Alcohol and Gaming Commission, Liquor Control Board, to operate a Governmental Liquor License to be held by the City of Roswell, RIAC airport. The use of the City’s license is a significant, value-added component of this business opportunity. c. Offeror shall provide any additional equipment appropriate for a restaurant facility and must obtain City’s approval prior to installation and use in the facility. The Offeror may propose other enhancements such as panels, enclosures, or other visual treatment of the concession area for the City’s consideration, such enhancements to be provided at the Offeror’s expense. d. Offeror must demonstrate and deliver a unique Roswell experience and communicate visitor opportunities within the restaurant. Offeror shall provide excellent customer service must be professional at all times in behaviors and in appearance. The quality of products must be of high quality. e. The Offeror will also need to provide light catering options at the terminal for small groups and private events held in the vicinity of the Roswell International Air Center. f. Offeror must demonstrate a quality that exemplifies a first and last impression upon entering and exiting the RIAC. g. Offeror shall provide the labor, equipment, supplies, supervision and all things necessary to provide, operate and maintain facilities for dispensing food, and alcoholic beverages for individual, sit down or carry-out food service for the concession. (1) The current general operating hours of the airport terminal are 4:00 a.m. to 12:00 a.m. (midnight). Offeror may operate longer hours. The early morning staff consist primarily of airport maintenance crew, rental car staff, airline staff, and TSA personnel. (This is for general information only). The Offeror will operate seven (7) days a week, 365 days a year, around airline schedule, unless otherwise approved by the City. City will ratify hours of operation as a minimum of hours will be required. --31--  (2) Offerors shall include in its response to the RFP, its intended hours of operation. h. The City shall provide the following utilities to include: water, gas, electric, sanitary sewer and solid waste disposal. --32--  AGENDA ITEM NO. 5– ABSTRACT LEGAL COMMITTEE MEETING Thursday, August 24, 2017 at 4:00PM City Hall Conference Room 425 N. Richardson, Roswell, NM 88201 ACTION: Presentation by City Manager on standards for leasing at RIAC. BACKGROUND: Staff have been working to review the leasing practices at the RIAC to come up with some detailed and comprehensive revisions to ensure that the RIAC is being utilized to its full potential as an economic asset and driver for development in the City. At this point, staff wants to make the Committee aware of some of the topics of discussion and provide an initial look at what the envisioned end goal is. FINANCIAL CONSIDERATION: Not applicable. LEGAL REVIEW: Not applicable. BOARD and/or COMMITTEE ACTION: The Legal Committee is scheduled to meet on Thursday, August 24, 2017. --33--