Legal Committee

LEGAL COMMITTEE MEETING AGENDA Thursday, December 19, 2019 at 4:00 PM City Hall Conference Room 425 N. Richardson, Roswell, NM 88201 Chair: Judy Stubbs, Ward 3 Vice Chair: Barry Foster, Ward 5 Members: George Peterson, Ward 4 Savino Sanchez, Ward 4 Staff Liason: Aaron Holloman CALL TO ORDER ROLL CALL APPROVAL OF AGENDA APPROVAL OF MINUTES Approval of the minutes from the Legal Committee meeting on December 3, 2019. (page 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: (page 6) (A) NuMex Plastics, Inc. (page 8) (B) Clean Up Enterprises, Inc. (page 10) (C) Aersale, Inc. (page 12) 2. Agreement for Marketing Services - Consider recommending approval of agreement for Advertising and Marketing Services with 3 Advertising. (page 14) 3. Meeting Times - Consider deciding the meeting schedule for the Legal Committee for 2020. (page 26) 4. Proposed Ord. 19-11 Sidewalks - Discuss among the Committee the next steps for considering ordinances regulating repair, maintenance, or installation of sidewalks. (page 28) 5. Amending the Governing Body Rules of Order - Discuss among the Committee the next steps for amending the Governing Body Rules of Order. (page 29) --continued on following page-- 12/19/2019 - Legal Committee --1-- City of Roswell, New Mexico CHAIR COMMENTS, REPORTS, ANNOUNCEMENTS 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 19-37. 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, December 16, 2019 12/19/2019 - Legal Committee --2-- City of Roswell, New Mexico Regular Meeting of the Legal Committee Held in the Bondurant Room at Roswell Public Library December 3, 2019 Notice of this meeting was given to the public in compliance with Section 10-15- 1 through 10-15-4 NMSA and Resolution 19-37. ROLL CALL The meeting convened at 4:05 p.m. with Chair Stubbs presiding, Councilors Sanchez, and Foster present. Councilor Peterson being absent. Staff present: Danny Renshaw, Mark Bleth, Scott Stark, Aaron Holloman, Parker Patterson, Mike Matthews, Louis Najar, and Bill Morris. Also present were Mayor Kintigh and Councilor Juan Oropesa Guests present: Andrew Kovach, Cathy Knight, Wendy Ciccone, Christina Morrow, Alison Penn, Cristina Arnold, and Bonnie Bitzer. APPROVAL OF AGENDA Councilor Sanchez moved to approve the December 3, 2019, Legal Committee meeting agenda. Councilor Foster was the second. A voice vote was 3-0, and the motion passed with Councilor Peterson being absent. APPROVAL OF MINUTES Councilor Foster moved to approve the October 24, 2019 Legal Committee minutes. Councilor Sanchez was the second. A voice vote was 3-0, and the motion passed with Councilor Peterson being absent. Changes were as follows: 1.) Roll Call; Councilor Sanchez was present. 2.) “For the Record Councilor joined the meeting at 4:06 pm” was moved before Approval of Minutes. 3.) On page 6 Item 3 last sentence was revised to read; Councilor Stubbs moved to table until some questions could be answered with Councilor Foster as second. 4.) Item 6 second to last sentence: Councilor Sanchez moved to send to full City Council on the consent agenda subject to all terms and conditions of the agreement, Councilor Foster was the second. 5.) Under Chair Comments, Reports, Announcements; sentence was revised to read. Mr. Holloman explained the Precinct Boundaries had recently been updated by the county commission therefore, Mayor Kintigh will move an ordinance change to full City Council agenda due to time constraint. REGULAR ITEMS 1. GenAir, NM LLC Lease Agreement: Mark Bleth stated the Lease Agreement with GenAir, NM, LLC was executed prior to completion of a survey establishing a proper legal description for the leased property. GenAir has requested modification of the Lease to replace the legal description currently contained in the Lease with the complete legal description established by the survey. The proposed amendment would modify the existing Lease by replacing the legal description, without changing any other terms or conditions of the Lease. The proposed amendment will not alter any of the 12/19/2019 - Legal Committee --3-- City of Roswell, New Mexico  financial terms of the existing Lease Agreement with GenAir, NM, LLC. Councilor Sanchez moved to send to full City Council on the consent agenda recommendation with Councilor Foster as the second. A voice vote was 3-0, and the motion passed with Councilor Peterson being absent. 2. Historical Society Lease Agreement: Aaron Holloman stated the Historical Society for Southeastern New Mexico operates its historical archives out of a City-owned building that is just north of the Museum. This leases the space to the Historical Society in exchange for services rendered as delineated in the agreement. This version provides some changes since the last time it was presented to City Council. Rent is calculated at $33,500 per year which may be offset by services rendered. Councilor Foster moved to send to full City Council on the consent agenda recommendation with a few Scribner adjustments Councilor Sanchez as the second. A voice vote was 3-0, and the motion passed with Councilor Peterson being absent. Including all grammatical corrections. FOR THE RECORD: Councilor Peterson joined the meeting at 4:30 pm. 3. Diamond Heart Farms, Inc. Lease Agreement: Bill Morris stated that Jimmy and David Pack have leased the Williams-Chesser farm for a number of years. The farm is located south of the Roswell Air Center and consists of approximately 284 acres. The term of the proposed lease is five years, beginning on January 1, 2020 and ending December 31, 2024. The proposed five-year lease is $19,590/annum and $97,950 for five years. This lease was increased based on the current CPI of 1.35% for agriculture in 2019. Councilor Sanchez moved to send to full City Council on the consent agenda recommendation with Councilor Foster as the second. A voice vote was 4-0, and the motion passed. 4. Resolution 19-XX Centrifugal Pump Donation: Danny Renshaw stated that the City of Roswell currently owns a 1989 centrifugal pump vin #857763 that had been previously been used by the Water Maintenance Department. This piece of equipment has outlived its useful life. The Berrendo Water CO-OP of Roswell, New Mexico has a use for this pump and has requested that the City donate this piece of equipment to them, and the City wishes to do so. Councilor Foster moved to send to full City Council on the consent agenda recommendation with Councilor Peterson as the second. A voice vote was 4-0, and the motion passed. 5. Ordinance 20-XX Amending UTO Adoption: Aaron Holloman stated Section 24-1 of the Roswell City Code adopts the Uniform Traffic Ordinance, promulgated by the New Mexico Municipal League. NMML issues periodic amendments and updates to the UTO which require adoption by the City. The proposed ordinance would change Section 24-1(b) to provide that all such amendments and updates shall be separately and explicitly adopted by separate ordinance of the City Council, to avoid any confusion regarding which version of the UTO is in force at any particular time. The ordinance would further reiterate that the latest updates to 12/19/2019 - Legal Committee --4-- City of Roswell, New Mexico  the UTO as of July 2018 are in force. Councilor Foster moved to send to full City Council on the consent agenda recommending approval of advertisement to hold a public hearing and vote on proposed ordinance relating to the uniform traffic code with Councilor Sanchez as the second. A voice vote was 4-0, and the motion passed. 6. 3 Advertising Marketing Agreement: No action was taken. 7. Ordinance 19-11 Amending Sidewalks: Aaron Holloman stated that Proposed Ordinance 19-11 would amend Section 22-15 to clarify the responsibility for sidewalk construction, repair and maintenance and to provide additional tools for the City to address damaged or missing sidewalks throughout the City. The Ordinance incorporates the sidewalk construction standards of the Roswell Public Works Specifications, a copy of the relevant chapter of which is also included for reference. Proposed Ordinance 19-11 was submitted for authorization to advertise for a public hearing at the November council meeting. With the conversation presented at that time, City Staff have gathered materials and are seeking ways to address the concerns raised at the time. While City Staff will ultimately request that the public hearing be postponed to January, it would be a good opportunity to review some of the ideas for Legal Committee. The following had comments on the ordinance: Christina Morrow, Bonnie Bitzer, Councilor Oropesa and Andrew Kovach. No action was taken. 8. Sanitation Fees: Aaron Holloman stated Sanitation fees are delineated in Sec. 21- 20, City of Roswell Code. Increases for fees charged for residential and commercial pick up and drop off at the landfill site are each treated differently in Sec. 21-20. The Committee is asked to consider and discuss a proposal to standardize fee increases across these three categories of sanitation disposal. No action was taken. 9. Resolution 19-XX Amending Governing Body Rules or Order: Committee members discussed the Governing Body Rules of Order and Councilor Sanchez moved to send to full City Council on the consent agenda recommendation with Councilor Peterson as the second. A voice vote was 2-2. The motion failed. Pursuant to the Committees interpretation of procedure the item moved to full Council without recommendation. CHAIR COMMENTS, REPORTS, ANNOUNCEMENTS None PUBLIC PARTICIPATION None ADJOURN The meeting adjourned at 6:32 pm. 12/19/2019 - Legal Committee --5-- City of Roswell, New Mexico  AGENDA ITEM NO. 1 – ABSTRACT LEGAL COMMITTEE MEETING Thursday, December 19, 2019 4:00 p.m. Roswell Public Library, Bondurant Room 301 N Pennsylvania Avenue Roswell, NM 88201 RIAC LEASES: (A) NuMex Plastics, Inc; (B) Clean Up Enterprises; (C) AerSale. ACTION REQUESTED: (A) Consider approval to authorize NuMex Plastics, Inc., a New Mexico Corporation, to renew their current lease agreement on a portion of Building No. 112B. BACKGROUND: (A) NuMex Plastics, Inc., leases the building for the purpose of storage. 21,960 square feet. NuMex Plastics, Inc., has been a customer since December 2000. FINANCIAL CONSIDERATION: (A) NuMex Plastics, Inc., new rent amount is $2,364 monthly; $28,368 annually. Rent adjustment is 15%. Term: February 1, 2020 through January 31, 2021. LEGAL REVIEW: The City Attorney have reviewed the lease. Contracts and Agreements, including amendments, generally require Council approval before adoption. BOARD and/or The Legal Committee is scheduled to meet on Thursday, COMMITTEE ACTION: December 19, 2019. STAFF (A) Recommend to full Council approval to renew the Lease RECOMMENDATION: Agreement with NuMex Plastics, Inc. ACTION REQUESTED: (B) Consider approval to authorize Clean Up Enterprises, Inc., a New Mexico Sole Proprietor, to renew their current lease agreement on Building No. 67. BACKGROUND: (B) Clean Up Enterprises, Inc., leases the building for the purpose of carpet cleaning, janitorial business, and storage. 978 square feet. Clean Up Enterprises, Inc., has been a customer since December 2013. 12/19/2019 - Legal Committee --6-- City of Roswell, New Mexico FINANCIAL CONSIDERATION: (B) Clean Up Enterprises, Inc., new rent amount is $149 monthly; $1,788 annually. Rent adjustment is 30%. Term: February 1, 2020 through January 31, 2021. LEGAL REVIEW: The City Attorney have reviewed the lease. Contracts and Agreements, including amendments, generally require Council approval before adoption. BOARD and/or The Legal Committee is scheduled to meet on Thursday, COMMITTEE ACTION: December 19, 2019. STAFF (B) Recommend to full Council approval to renew the Lease RECOMMENDATION: Agreement with Clean Up Enterprises, Inc. ACTION REQUESTED: (C) Consider approval to authorize AerSale, Inc., a Florida Corporation, to renew their current lease agreement on Building No. 240 and the fenced area surrounding the building. BACKGROUND: (C) AerSale, Inc., leases the building and land for the purpose of providing commercial aircraft components parts. 16,286 square feet. AerSale, Inc., has been a customer since September 2010. FINANCIAL CONSIDERATION: (C) AerSale, Inc., new rent amount is $3,841 monthly; $46,092 annually. Rent adjustment is 15%. Term: February 1, 2020 through January 31, 2025. LEGAL REVIEW: The City Attorney have reviewed the lease. Contracts and Agreements, including amendments, generally require Council approval before adoption. BOARD and/or The Legal Committee is scheduled to meet on Thursday, COMMITTEE ACTION: December 19, 2019. STAFF (C) Recommend to full Council approval to renew the Lease RECOMMENDATION: Agreement with AerSale, Inc. 12/19/2019 - Legal Committee --7-- City of Roswell, New Mexico THIS LEASE executed in Roswell, New Mexico on this 9th day of January 2020 by and between the CITY OF ROSWELL, NEW MEXICO, a municipal corporation, hereinafter designated “Landlord”, and NUMEX PLASTICS, INC., a New Mexico corporation, hereinafter designated as “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: A portion of Building No. 112B consisting of 21,960 square feet, more or less, located at the Roswell 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 February 1, 2020 and ending January 31, 2021 unless sooner terminated by provision hereof. 3. RENT. Tenant agrees to pay to Landlord as rent the sum of Twenty Eight Thousand, Three Hundred Sixty Eight Dollars and No Cents ($28,368.00), payable in 12 monthly installments of $2,364.00. 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 has paid $1,535.00 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 12/19/2019 - Legal Committee --8-- City of Roswell, New Mexico 12/19/2019 - Legal Committee --9-- City of Roswell, New Mexico THIS LEASE executed in Roswell, New Mexico on this 9th day of January 2020 by and between the CITY OF ROSWELL, NEW MEXICO, a municipal corporation, hereinafter designated “Landlord”, and CLEAN UP ENTERPRISES INC., a New Mexico sole proprietor, hereinafter designated as “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. 67 consisting of 978 square feet, more or less, located at the Roswell 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 February 1, 2020 and ending January 31, 2021 unless sooner terminated by provision hereof. 3. RENT. Tenant agrees to pay to Landlord as rent the sum of One Thousand, Seven Hundred Eighty Eight Dollars and No Cents ($1,788.00), payable in 12 monthly installments of $149.00. 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 has paid $100.00 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. 12/19/2019 - Legal Committee --10-- City of Roswell, New Mexico  PREMISES: Building 67, consisting of 978 square feet ±. 98 Earl Cummings Loop East 12/19/2019 - Legal Committee --11-- City of Roswell, New Mexico THIS LEASE executed in Roswell, New Mexico on this 9th day of January, 2020 by and between the CITY OF ROSWELL, NEW MEXICO, a municipal corporation, hereinafter designated “Landlord”, and AERSALE, INC. a Florida corporation, hereinafter designated as “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. 240 consisting of 16,286 square feet, more or less, and fenced area surrounding the building located at the Roswell 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 five (5) years, commencing on February 1, 2020 and ending January 31, 2025 unless sooner terminated by provision hereof. 3. RENT. Tenant agrees to pay to Landlord as rent the sum of Forty Six Thousand, Ninety Two Dollars and No Cents ($46,092.00), payable in 12 monthly installments of $3,841.00 the first year of the lease. Thereafter rent will be adjusted annually by CPI or 3%, whichever is greater. 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 has paid $3,054.00 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 12/19/2019 - Legal Committee --12-- City of Roswell, New Mexico  EXHIBIT “A” EXHIBIT “A” 12/19/2019 - Legal Committee --13-- City of Roswell, New Mexico  AGENDA ITEM NO. 2 – ABSTRACT LEGAL COMMITTEE MEETING Thursday, December 19, 2019 at 4:00 PM City Hall Conference Room 425 N. Richardson, Roswell, NM 88201 Agreement with 3 Advertising ACTION REQUESTED: Consider recommending approval of agreement for Advertising and Marketing Services with 3 Advertising. BACKGROUND: Initiated by: Juanita Jennings RFP 20-002 sought proposals for Advertising and Marketing Services. At its November meeting City Council adopted the evaluation committee’s recommendation to award the RFP to 3 Advertising to allow the negotiation of a contract. This is the final approval of that agreement. FINANCIAL The RFP was written with a total of $235K which is approved in the CONSIDERATION: budget for FY2020 by City Council. The budget breakdown for this contract is as follows: • Tourism $110K • Flyroswell $100K • Airport Rebrand Design $5000 The funding for these efforts is allocated in the Lodgers’ Tax fund. Additionally, a combined budget included in the total budget was allocated out of the general fund in the amount of $20K for Roswell Police Department & Fire Department Recruitment efforts. This too is approved in the FY2020 budget. Other advertising dollars will be included based on department budget approvals set forth by City Council for FY20 budgets. LEGAL REVIEW: The City Attorney has reviewed the agreement. Contracts and Agreements generally require Council approval before adoption BOARD and/or The Legal Committee is scheduled to meet on Thursday, December COMMITTEE ACTION: 19, 2019. STAFF Consider recommending approval of agreement for Advertising and RECOMMENDATION: Marketing Services with 3 Advertising. 12/19/2019 - Legal Committee --14-- City of Roswell, New Mexico  CONTRACT FOR ADVERTISING AND MARKETING SERVICES THIS AGREEMENT is entered into on the date indicated below between the City of Roswell, New Mexico (“the City”) and 3 Advertising LLC (“Agency”). Recitals 1. The City desires the services of an advertising agency to assist in developing the City of Roswell brand, promote tourism initiatives, and assist with public awareness campaigns; and 2. The Agency was selected pursuant to the Roswell City Council’s vote on November 14, 2019 adopting the recommendation of the Evaluation Committee for RFP-20-002. Terms 1. Term: This Agreement shall be from December 1, 2019, until November 30, 2019. This contract may be renewed, expanded and extended by mutual agreement in annual increments for a renewal period of one (1) year for up to three (3) renewals, provided that the funds for subject contract are available and approved annually by the City Council and that the Agency has established a satisfactory record of performance. 2. Incorporation: All terms, conditions, rights and obligations of the parties as set forth in RFP 20-002 and in Agency’s response to RFP-20-002 are incorporated herein as if set out fully. 3. Agency’s Obligations: a) To develop all collateral, strategies. research and budget applicable to the development of an effective advertising and marketing program for the City and to monitor success rates by evaluating inquiries generated for cost per inquiry (CPI) and cost per thousand (CPM). Comparable studies will be performed by Agency year round to study the seasonal trends of visitors by market origin and attitudes toward the City will be surveyed annually; b) To develop all print and audio visual materials required under this agreement to fulfill a comprehensive program as determined in the adopted advertising/media plan budget; c) To devise and execute a media buying program which solicits business from consumer and corporate visitor categories, as the budget allows, and actively work with travel writers and solicit media coverage of Roswell and its promotions events; d) To coordinate the planning and execution of all components of the advertising and marketing matrix in a cooperative effort with the City, hospitality, tourism, Visitors Bureau Services and the Roswell Convention and Civic Center management; e) To provide proof of advertising and marketing expenditures on a monthly report to the City Manager, with quarterly reports to the City Council, and any additional reports as may be required by the City. In addition, provide a monthly activity report and proof of ad placement, publisher/broadcaster's invoices and printer invoices monthly to the City's Marketing Director; 12/19/2019 - Legal Committee --15-- City of Roswell, New Mexico  f) To attend various committee and board meetings of the City and assist with the marketing workshops of the City; 4. Agency’s Co-op Grant Participation: Agency must attend the New Mexico Tourism Department Co-Op Grant webinars, interviews or meetings requested by the State Tourism Department and comply with the NM True brand guidelines. 5. Agency's Services to be Performed: The Agency agrees to perform all necessary and related services required to accomplish the City's advertising program and goals as set out in RFP-20- 002 and as further detailed in Exhibit A. 6. Scope of Agency's Authority: The Agency shall make no commitment for the City's account without prior written authorization. 7. Compensation: a) Agency is entitled to seek commissions wherever in the best interest of the City. b) The total due to the Agency under this Agreement, including gross receipts tax and expenses, shall not exceed $235,000 for those services actually provided and as rendered, subject to the appropriate spending and according to budget categories outlined in Section (5)(c). Further, the Agency shall allocate and spend not less than 75% of the compensation directly on placement of media. Additional funding may be authorized by the City Council for the next fiscal year beginning July 1, 2020. c) Both parties have agreed to the budget provided for in Exhibit B for the expenditure of the funds provided in Section 5(b) for the fiscal year beginning July 1, 2019. While payment is rendered after service is performed, the total agency expense per budgeted item shall not exceed the budget established and agreed to by the Parties without sufficient justification and mutual agreement of the Parties memorialized in writing. Similarly, any addition or other modification to the task priority list of Exhibit B and its included budget may be amended by mutual agreement of the Parties memorialized in writing. The breakout and specifics of this budget are subject to final approval by City Council. d) The New Mexico gross receipts tax levied on the amounts payable under this Agreement shall be paid by the City to the Agency unless the City provides the Agency with a valid New Mexico NTTC. 8. Billing: a) Invoices: Agency shall prepare and render Invoices that accounts for all services performed and expenses incurred each month, due on the fifth of the month for the work completed in the previous month. Such invoices shall include a breakdown of tasks performed according to the categories provided in Exhibit B, and shall specify the amount of time spent per task and the number of people involved. Additionally, the Invoices shall include necessary documentation justifying the expenses billed. The City shall promptly review the Invoices and shall notify Agency in writing of any disputed charges or billing errors within 15 business days of receipt of the Invoices. If the City timely notifies Agency 12/19/2019 - Legal Committee --16-- City of Roswell, New Mexico  of any disputed charges or billing errors, the City and Agency shall promptly commence discussions to resolve the dispute or correct the billing errors as expeditiously as possible. If the City fails to timely notify Agency of disputed charges or billing errors, the amount billed shall be deemed to be approved. Invoices shall be due within thirty (30) days of the date of receipt. b) Late Payments. If the City fails to pay any fees, expenses or costs when due, Agency may cease work on pending projects until payment is made in full. All past due billings shall bear interest at the rate of fifteen percent (15%) per annum from the due date to the date of payment. 9. Artwork: a) Supplied by Agency: Agency shall ascertain the ownership of any photographs, artwork, copyrights or similar intellectual property (“Advertising Materials”) supplied by Agency to be utilized in the City advertisements or promotions and secure appropriate releases, licenses, or other necessary authorizations prior to using such Advertising Materials in the City advertisements or promotions. Agency shall indemnify, hold harmless and defend the City (with counsel acceptable to the City), its directors, officers and employees from and against any and all claims, liabilities, obligations, losses, damages and expenses (including attorney’s fees and costs), arising from, attributable to, or in connection with, the use of Advertising Materials supplied by Agency in the City advertisements or promotions. b) Supplied by the City: The City shall ascertain the ownership of any Advertising Materials the City supplies to Agency for use in the City advertisements or promotions and secure the appropriate releases, licenses, or other necessary authorizations prior to providing such Advertising Materials to Agency for use in the City advertisements or promotions. 10. Local Services: To the extent commercially reasonable, Agency agrees to use services of vendors located, first, in Roswell, New Mexico, or, if unavailable or uncompetitive then within the State of New Mexico. 11. Annual Evaluation: At least 60 days prior to the end of the term of the Agreement, the Agency will have an annual performance review with representatives of the City. As per Section 1, a satisfactory review is necessary for an extension of the Agreement. The review may include the following categories as applicable: a) The increase in the number of visitors attracted to Roswell and room nights booked here as evidenced by the increase in Lodgers’ Tax Funds and the Gross Receipts Tax compared to prior years. b) The number of inbound conventions booked and the increase in attendance at local attractions compared to the previous year's activity. c) The number of inquiries to the Visitors Center and other informational sources compared to the previous year. 12/19/2019 - Legal Committee --17-- City of Roswell, New Mexico  d) The number of media inquiries (i.e. travel writers, documentaries, filming opportunities, editorials, etc.) and executed media coverage (actual news coverage or publicity received from press releases, photos, video, fulfilled interviews, etc.) will also be used as a measure of performance. e) Budget use and ROI for each campaign. f) Programmatic strength(despite adverse and uncontrollable factors. g) State and national trends in tourism may also be used to measure performance. h) Submission of monthly reporting on performance of ad campaigns i) Submission of monthly back-up documentation, e.g. affidavits for all invoicing j) The increase in the number of followers, likes and engagement on Social Media platforms. 12. Confidential Information: The Agency will protect the City's confidential information and business secrets. The Agency agrees that any information deemed confidential provided to the Agency or developed in the scope of the Agency's work outlined in RFP-18-011 (2N° POSTING) shall be keep confidential and shall not be made available to any individual or organization at any time without the prior written approval of the City Manager 13. Maintenance and Submission of Records: The City may examine the Agency's billing records and supporting documents at any time during this Agreement, after giving reasonable notice. The Agency agrees to maintain detailed records which indicate activity related to task performance and the nature of services rendered per corresponding expenditures. Such records include but are not limited to click-throughs, impressions, audience shares, and web analytics and states. The Agency agrees to submit these records to on a monthly basis to the City and make available to the City access to live web analytics data. Additionally, the Agency agrees to present reports, as requested, the appropriate committee(s) of the City. The Agency agrees to submit reports to the Roswell City Council on a quarterly basis, or more frequently upon the request by the City. The Agency will provide to the City full analytics and campaign effectiveness reports following the end of a placement/campaign, along with quarterly updates, and a year-end review of all activity. The Agency shall maintain detailed financial records consistent with generally accepted accounting principles and submit a year-end financial report to the City. 14. Termination: This Agreement may be terminated by either of the parties hereto upon written notice delivered to the other party with at least thirty (30) days' notice. Upon termination, the City agrees to pay for all authorized work-in-progress, and to pay all of those costs which were authorized under the Plan and purchased by the Agency for the account. In the event of the termination of the agreement as allowed hereunder, any fees to be paid under the agreement shall be prorated for the applicable percentage of work completed by Agency prior to 12/19/2019 - Legal Committee --18-- City of Roswell, New Mexico  termination or paid at such rate as specified in the agreement, prorated through the date of termination. In the event that one party breaches any material obligation under this agreement, the other party may terminate this agreement by providing thirty (30) days' written notice of termination to the breaching party. The right of Agency and the City to terminate in any such case shall be in addition to any other rights and remedies each party may have at law or in equity. Any subsequent breach shall be subject to immediate termination, to be effective upon written notice. 15. Non-Appropriation: The City's obligation to make payment under the terms of this Agreement is contingent upon its appropriation of sufficient funds to make those payments . If the City does not appropriate funds for the continuation of this Agreement, this Agreement will terminate upon written notice of that effect to the Agency . The City's determination that sufficient funds have not been appropriated is firm, binding, and not subject to review. 16. Intellectual and Personal Property Right: All advertising and promotional materials, and all rights and copyrights owned by Agency, shall become the property of the City once Agency is paid (in full) for each discrete promotion or advertising project or campaign generating the materials. Thereafter, all materials developed or acquired by the Agency under RFP-20-002 shall become the property of the City and shall be delivered at no cost to the City monthly with invoicing via appropriate digital medium (e.g. flash drive or Dropbox) and in any case no later than the termination date of this Agreement. The City retains all rights, title, interest, and ownership of all approved final artwork, in any media, including but not limited to digital files. Nothing produced in whole or part by the Agency shall be the subject of an application for copyright by or on behalf of the Agency. All intellectual, creative or personal property prepared for the City but not accepted and/or not used by the Agency for the City remains the property of the Agency. Stock image rights only apply to this project designed and developed by Agency and are not transferrable to other media or future versions. 17. Indemnification and Insurance: The Agency shall indemnify and hold harmless the City from and against any and all claims, liabilities or damages which arise: (a) from dealings between the Agency and third parties; and (b) the preparation or presentation of advertising. This indemnification shall include the costs of litigation and counsel fees. However, the Agency shall not be liable to the City as a result of any default of suppliers of materials and services or owners of media or other persons who are not agents or employees of the Agency. The Agency agrees to keep in force, at its own cost and expense, liability insurance for the benefit of the City in the minimum amount sufficient to cover a claim under the Tort Claims Act, NMSA 1978, § 41-4-1, et seq. or such other amounts as authorized in writing by the City. 18. Notices: All invoices and notices shall be sent to each party at the following addresses: City of Roswell, NM 3 Advertising LLC c/o City Manager Chris Moore, Strategic Director/Partner & Public Affairs Director 1550 Mercantile Ave NE PO Box 1838 Albuquerque, NM 87107 Roswell, NM 88202 12/19/2019 - Legal Committee --19-- City of Roswell, New Mexico 19. Additional Provisions a) Independent Contractor: It is expressly agreed and understood that the Agency is in all respects an Independent Contractor as to the work, and that the Agency is in no respect an agent, servant or employee of the City. This contract specifies the work to be done by the Agency, but the method utilized to accomplish the work shall be the responsibility of the Agency. b) Merger: All representations and agreements, whether oral or written, are merged into this Agreement, and no representation, whether oral or written, shall be introduced which contradicts the terms of the Agreement. c) Conflict of Laws: The validity, interpretation , enforceability of all rights and obligations under this Agreement shall be governed by, constructed and enforced in accordance with the laws of the State of New Mexico. Any action or proceeding to enforce the provisions of this Contract Agreement shall be commenced in the New Mexico District Court, Chaves County. d) Compliance with Law: The Agency agrees to abide by all Federal and State laws, rules, regulations and executive orders by the Governor of the State of New Mexico, and all policies, procedures and ordinances of the City of Roswell. e) Subcontractors: In the event the Agency uses subcontractors for the performance of this contract, the Agency shall be liable for the contractual performance of the subcontractors. f) Severability: If any clause or provision of this contract is held to be illegal, invalid or unenforceable, then it is the intention of the parties that the remainder of the contract shall remain in full force and effect. However, in the event that either party to the contract can no longer reasonably perform pursuant to the remainder of the contract terms, or if the purpose for the contract can no longer be carried out by either party, the contract is void, and no damages shall accrue to either party. g) Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. h) Authority to Bind: The individual signing below warrants and represents that he or she is duly authorized to execute this Agreement on behalf of the Agency. [signatures follow on next page] 12/19/2019 - Legal Committee --20-- City of Roswell, New Mexico This Agreement is executed on this day of , . CITY OF ROSWELL 3 ADVERTISING LLC _________________________________ ____________________________________ By: City Manager By: Chris Moore, Strategic Director/Partner CITY SEAL _________________________________ Sharon Coll, City Clerk Approved as to form: _________________________________ Aaron Holloman, City Attorney 12/19/2019 - Legal Committee --21-- City of Roswell, New Mexico  Exhibit A Agency Services The Agency regularly offers, and agrees to offer the City the following services: 1. Brand Advertising Program: Plan, develop, execute and track results for City of Roswell’s brand advertising program. 2. Marketing and Advertising Planning: Develop recommendations for a Marketing and Advertising Plan that supports the strategies set forth by City of Roswell. Includes Strategic Direction, Creative Strategy, Roswell Air Center Brand Development and Stewardship, Media Plan and Cooperative Plan. This may also include: a) Press Releases. The Agency may be called on to research and write press releases, distributing them to a network of publication/broadcast sources and follow through with those items. The Agency may organize timely press conferences and work with a large network of editors and publications and broadcast stations. b) Market Research. Market research, market analysis and special field studies may be requested of the Agency. 3. Media Buy: Buy (execute) the media plan presented in the Advertising plan and approved by City of Roswell. Execution includes placement, optimization, cancellations, auditing, payment to vendors and billing. Specifically, this may include: a) Evaluation: The Agency will evaluate all advertising media according to coverage, cost and effectiveness, and submit detailed recommendations. The Agency will order the space, time or other means of advertising, endeavoring to secure the most advantageous rates available for the City. The Agency will provide the City a cost benefit analysis of the negotiated discounts that the City will received based on the Agency's negotiations. b) Print Advertising c) Broadcast Advertising d) Web Site Design: Design of elements for implementation on a web site. Additional assistance in back-end development as requested and able to competently provide. Should any domains need to be registered, those will be the sole property of the City and the City should incur no costs in transferring management or the rights. e) Outdoor Advertising f) Traffic: The Agency will forward copy, printing plates, audio and video recordings, and other materials to the appropriate media supervise radio and television production; check invoices from vendors for the City's account and where the Agency has received funds on account and has been so instructed, pay the invoice or statement for the City in a timely manner. 12/19/2019 - Legal Committee --22-- City of Roswell, New Mexico 4. Concept Development/Production: Concept creative materials/campaign elements (TV, online, etc.) as described in the Marketing and Advertising Plan. Once approved, produce and bring to final form the approved advertising materials to run/air on behalf of City of Roswell. 5. Research: Work with City of Roswell's research team in implementing tracking research and other projects as needed. 6. Account Stewardship: Attend City of Roswell Occupancy Tax Board meetings and City Council meeting as needed at the agency’s expense. Prepare reports and a monthly budget recap to include proof of performance, all backup documentation for all expenses, and arrange for storage and shipment of materials and documents as directed by City of Roswell. Further, The Agency will make such studies of your product or services, and your markets as are necessary to plan an integrated advertising program. The Agency will prepare a plan of advertising, including a budget, for advance approval by the City. The Agency will then execute the plan using our best efforts. 7. Miscellaneous: Provide creative input and support for other projects, and work collaboratively with global trade and public relations agencies, as well as the content agency, which oversees and develops all owned channel content. 12/19/2019 - Legal Committee --23-- City of Roswell, New Mexico  Exhibit B Budget and Task List The parties agree that the following tasks represent the priorities of the City and that the budget included for each line item reflects the amount of the total budget allocated to the project and may only be amended pursuant to the terms of this Agreement. As used below, the following terms are used as described: • Projected Placement Objectives list intended targets, but may be changed upon agreement of the parties. • Creative Strategy under “General” and Creative under “FlyRoswell” should include copy writing, design, and any other costs necessary to create a concept ready for placement. • Special Projects constitute money reserved in the total budget for items that may arise throughout the year but not anticipated at this time. • By Priority under “General” “Agency – Creative Strategy” indicates the priority to the City in terms of timeliness and importance of accomplishing the annual marketing objectives. • Submission of creative assets for grants and awards for FY20 along with research and analytics [chart on following page] 12/19/2019 - Legal Committee --24-- City of Roswell, New Mexico 12/19/2019 - Legal Committee --25-- City of Roswell, New Mexico  AGENDA ITEM NO. 3 – ABSTRACT LEGAL COMMITTEE MEETING Thursday, December 19, 2019 at 4:00PM City Hall Conference Room 425 N. Richardson, Roswell, NM 88201 Meeting Time and Dates for 2020 ACTION REQUESTED: Consider deciding the meeting schedule for the Legal Committee for 2020. BACKGROUND: Initiated by: Councilor Stubbs As part of planning for the yearly calendar, this Committee is asked to consider what days they wish to meet. The current regular meeting time is the fourth Thursday of each month at 4:00 PM. Included in the packet is a calendar showing the meeting days and times FINANCIAL There is no financial consideration applicable to this decision. CONSIDERATION: LEGAL REVIEW: Under the Open Meetings Act, the City is encouraged to post its regular meetings in advance of the minimum 72 hour requirement. Establishing a year calendar helps the City to maintain good practices with the Open Meetings Act. BOARD and/or The Legal Committee is scheduled to meet on Thursday, December COMMITTEE ACTION: 19, 2019. STAFF Consider deciding the meeting schedule for the Legal Committee for RECOMMENDATION: 2020. 12/19/2019 - Legal Committee --26-- City of Roswell, New Mexico  S M T W T F S 2019 City of Roswell Calendar 29 30 31 1 2 3 4 January 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 February 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 1 2 3 4 5 6 7 March 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 April 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 1 2 May 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 June 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 1 2 3 4 July 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 August 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 September 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 1 2 3 October 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 November 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 1 2 3 4 5 December 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 City Council Meeting 2nd Thursday @ 6:00PM Legal Committee 4th Thrusday @ 4:00PM Finance Committee 1st Thursday @ 8:00AM General Srvcs Committee 4th Wednesday @ 4:00PM Infrastructure Committee 4th Monday @ 4:00PM Public Safety Committee Tuesday after Council @ 4:30PM 12/19/2019 - Legal Committee --27-- City of Roswell, New Mexico  AGENDA ITEM NO. 4 – ABSTRACT LEGAL COMMITTEE MEETING Thursday, December 19, 2019 at 4:00PM City Hall Conference Room 425 N. Richardson, Roswell, NM 88201 Ord. 19-11 Sidewalks Update ACTION REQUESTED: Discuss among the Committee the next steps for considering ordinances regulating repair, maintenance, or installation of sidewalks. BACKGROUND: Initiated by: Joe Neeb/Aaron Holloman Proposed Ordinance 19-11 would amend Section 22-15 to clarify the responsibility for sidewalk construction, repair and maintenance and to provide additional tools for the City to address damaged or missing sidewalks throughout the City. The Proposed Ordinance incorporates the sidewalk construction standards of the Roswell Public Works Specifications. At the December 12, 2019 City Council meeting, no action was taken on the proposed Ordinance. The Committee is asked to discuss and consider next steps. FINANCIAL There is no financial consideration applicable to this discussion at CONSIDERATION: this time. LEGAL REVIEW: Under the Governing Body Rules of Order, an item that has been considered may not be reconsidered until the expiration of six months, or with the consent of 5 members of the council. BOARD and/or The Legal Committee is scheduled to meet on Thursday, December COMMITTEE ACTION: 19, 2019. STAFF Discuss among the Committee the next steps for considering RECOMMENDATION: ordinances regulating repair, maintenance, or installation of sidewalks. 12/19/2019 - Legal Committee --28-- City of Roswell, New Mexico  AGENDA ITEM NO. 5 – ABSTRACT LEGAL COMMITTEE MEETING Thursday, December 19, 2019 at 4:00PM City Hall Conference Room 425 N. Richardson, Roswell, NM 88201 Amending the Governing Body Rules of Order ACTION REQUESTED: Discuss among the Committee the next steps for amending the Governing Body Rules of Order. BACKGROUND: Initiated by: Councilor Stubbs The Governing Body Rules of Order are self-imposed rules for the conduct of the business of the governing body. The rules were adopted by resolution in 2016 and amended in 2017. Resolution 19-102 sought to amend the Governing Body Rules of Order. At the December 12 Council Meeting, the Resolution was tabled to a workshop. The Committee is asked to discuss and consider the manner in which to move this matter forward. FINANCIAL There is no financial consideration applicable to this decision. CONSIDERATION: LEGAL REVIEW: Governing Body Rules of Order were adopted by resolution and are therefore changed by resolution. A resolution passes if approved by a majority of all the members of the governing body. NMSA 1978, § 3-17-4. Pursuant to its own terms a violation of the Governing Body Rules of Order do not invalidate any action taken by the City Council. BOARD and/or The Legal Committee is scheduled to meet on Thursday, December COMMITTEE ACTION: 19, 2019. STAFF Discuss among the Committee the next steps for amending the RECOMMENDATION: Governing Body Rules of Order. 12/19/2019 - Legal Committee --29-- City of Roswell, New Mexico