Legal Committee

LEGAL COMMITTEE MEETING AGENDA Thursday, February 25, 2021 4:00 PM Roswell Convention & Civic Center 912 N. Main St. Meeting Room A, Roswell, NM 88201 Chair: Judy Stubbs, Ward 3 Vice Chair: George Peterson, Ward 4 Members: Jason Perry, Ward 2 Barry Foster, Ward 5 Staff Liaison: Parker W. Patterson CALL TO ORDER ROLL CALL APPROVAL OF AGENDA APPROVAL OF MINUTES Approval of the minutes from the Legal Committee meeting on January 28, 2021. (page 3) REGULAR ITEMS 1. Airport Authority Steering Committee – Discuss and consider a report by the Airport Authority Steering Committee. (page 6) 2. Emergency Ambulance Services Agreement – Consider recommending approval to City Council of an Emergency Medical Services Agreement with American Medical Response Ambulance Service, Inc. (page 7) 3. Consider recommending to full Council that the following RAC leases be placed on the Consent agenda for approval: (page 8) (A) Hitchcock, Corn, Patterson, Karimian, Arnold, Berry, Waide (page 11) (B) Putnam (page 13) (C) Red Mountain Arsenal (page 15) (D) Wadsworth & Walker (page 17) (E) Woods (page 19) 4. Telecommunications Tower Lease – Consider recommending approval to City Council of an Option and Lease Agreement for Gravity Pad Towers, LLC. (page 21) 5. Kerr Ranch Lease – Consider recommending approval to City Council of a grazing lease agreement with Steve Oldfield. (page 22) 6. Ord. 21-XX: Sec. 2-20 – Consider recommending to City Council approval to advertise and hold a public hearing on Ordinance 21-XX amending Section 2-20 of the Roswell City Code. (page 40) 7. Governing Body Rules of Order – Consider recommending to City Council amendments to the Governing Body Rules of Order. (page 43) 8. Department Reports (page 44) (A) City Clerk (B) Legal 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 21-07. 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: Friday, February 19, 2021 TO ATTEND THE LEGAL COMMITTEE MEETING BY GO-TO-MEETING Thu, February 25, 2021 4:00 PM - 5:00 PM (MDT) Please join my meeting from your computer, tablet or smartphone. https://global.gotomeeting.com/join/994272373 You can also dial in using your phone. United States: +1 (872) 240-3412 Access Code: 994-272-373 New to GoToMeeting? Get the app now and be ready when your first meeting starts: https://global.gotomeeting.com/install/994272373 Help desk - 500-0587 Public are encouraged to participate electronically through the goto meeting app and physically not attend during the pandemic. Regular Meeting of the Legal Committee Held in the Roswell Convention & Civic Center Thursday, January 28, 2021 Notice of this meeting was given to the public in compliance with Section 10-15-1 through 10-15-4 NMSA and Resolution 20-26. ROLL CALL The meeting convened at 4:00 p.m. with Chair Stubbs presiding, Councilors Peterson, and Foster being present, and Councilor Perry being absent. Staff present: Robert Glenn, Becky Hicks, Todd Verciglio, Bill Bartlett, Lorenzo Sanchez, Sharon Coll, Mayor Kintigh, Scott Stark, Joe Neeb, Juan Fuentes, Jeff Bechtel, Parker Patterson, Margaret Kennard, Jim Buress, Juanita Jennings, Merideth Hildreth and Jeanine Corn-Best Guests present: Max Contreras and Britt Bourque FOR THE RECORD: Councilor Perry joined the meeting via GoToMeeting at 4:02 PM. APPROVAL OF AGENDA Councilor Foster moved to approve the January 28, 2021, Legal Committee meeting agenda with the following change; moving Item #9 Addendum Sign Ordinance to Item #3a. Councilor Peterson as a second. A voice vote was 4-0, and the motion passed with Councilor Perry voting via GoToMeeting. APPROVAL OF MINUTES December 17, 2020, Legal Committee minutes stand approved as written. REGULAR ITEMS 1. RAC Agreements A. Ascent Aviation Services Corp. – Scott Stark discussed the agreement. Councilor Foster moved to send to the consent agenda the recommendation of approval to authorize Ascent Aviation Services Corp., request to enter into a new lease agreement on Building #100, consisting of 5,520 square feet, more or less, for the purpose of auto mechanic’s shop and equipment storage with all other terms and condition of the lease. Term: March 1, 2021 through February 28, 2021. Rent amount is $1,600 monthly; $19,200 annually. Councilor Peterson as the second. A voice vote was 4-0, and the motion passed with Councilor Perry voting via GoToMeeting. B. Larry Parker - Scott Stark discussed the agreement. Councilor Foster moved to send to the consent agenda the recommendation of approval to authorize Larry Parker, an individual, to enter into a new lease agreement on “T” Hangar 120, Space 2 consisting of 1,002 square feet, more or less for the purpose of aircraft maintenance 2/25/2021 Legal Committee --3-- City of Roswell, New Mexico  and storage. Term: March 1, 2021 through February 28, 2022. Rent amount is $200 monthly; $2,400 annually with all other terms and conditions of the lease. Councilor Peterson as the second. A voice vote was 4-0, and the motion passed with Councilor Perry voting via GoToMeeting. C. Scott Burnett - Scott Stark discussed the agreement. Councilor Foster moved to send to the consent agenda the recommendation of approval to authorize Scott Burnett, an individual, to enter in to a new lease agreement on “T” Hangar 120, Space 4, consisting of 1,175 square feet, more or less. Term: March 1, 2021 through February 28, 2022. Rent amount is $205 monthly; $2,460 annually with all other terms and conditions of the lease. Councilor Peterson as the second. A voice vote was 4-0, and the motion passed with Councilor Perry voting via GoToMeeting. D. Clayton Hightower - Scott Stark discussed the agreement. Councilor Foster moved to send on the consent agenda the recommendation of approval to authorize Clayton Hightower, an individual, to enter into a new lease agreement on “T” Hangar 120, Space 6, consisting of 1,002 square feet, more or less. Term: March 1, 2021 through February 28, 2022. Rent amount is $200 monthly; $2,400 annually with all others terms and conditions of the lease. Councilor Peterson as the second. A voice vote was 4-0, and the motion passed with Councilor Perry voting via GoToMeeting. E. Eastern New Mexico University–Roswell - Scott Stark discussed the agreement. Councilor Foster moved to send to the consent agenda the recommendation of approval to authorize Eastern New Mexico University-Roswell to renew their current lease agreement. They lease an area of land sufficient to conduct CDL training approximating runway 17/35 in orientation located at the old Roswell Municipal Airport. Term: March 1, 2021 through February 28, 2022. New rent amount is $134 monthly; $1,608 annually and including an annual 3% increase with all other terms and conditions of the lease. Councilor Peterson as the second. A voice vote was 4-0, and the motion passed with Councilor Perry voting via GoToMeeting. 2. Wayfinding Agreement – Juanita Jennings discussed the agreement. Councilor Foster moved to recommend to full City Council the approval of Wayfinding Signage Consulting Services Agreement with Groundwork Studio, a New Mexico Professional Corporation, for the amount of $65,000.00. Councilor Peterson as the second. A voice vote was 4-0, and the motion passed with Councilor Perry voting via GoToMeeting. 3. Real Estate Purchase Agreement – Todd Verciglio and Joe Neeb discussed the agreement. Councilor Foster moved to recommend to full City Council the approval of a Real Estate Purchase and Sale Agreement with Britt Bourque for the purchase by the City of real property located at 1101 N Atkinson, for the sum of $415,000.00, the parcel is approximately 1.24 acres. Councilor Stubbs as the second. A voice vote was 3-1, and the motion passed with Councilor Peterson voting no and Councilor Perry voting via GoToMeeting. A. Addendum Sign Ordinance – Joe Neeb discussed that in 2020, staff had implemented certain sign standards different from the ordinance for areas in the downtown and certain 2/25/2021 Legal Committee --4-- City of Roswell, New Mexico  city properties. The City Manager administratively approved these differences for the election cycle in 2020. This was to give time either to amend the sign ordinance or to re- establish the expectations of the current sign ordinance. No action taken for discussion only. 4. Surplus Property Policy - Robert Glenn discussed the policy. Councilor Foster moved to recommend to full City Council the approval of the new Surplus Property Policy. Councilor Peterson as the second. A voice vote was 4-0, and the motion passed with Councilor Perry voting via GoToMeeting. FOR THE RECORD: Councilor Peterson left at 5:42pm. 5. Resolution 21-XX Authorizing Sale of Surplus Property – Parker Patterson discussed the resolution. Councilor Foster moved to recommend to full City Council the adoption of a Resolution 21-XX authorizing sale of surplus personal property of the City. Councilor Perry as the second. A voice vote was 3-0, and the motion passed with Councilor Peterson being absent and Councilor Perry voting via GoToMeeting. 6. Resolution 21-XX Authorizing Sale of Property to Chaves County – Becky Hicks discussed the resolution. Councilor Foster moved to recommend to consent agenda City Council the adoption of Resolution 21-XX authorizing the sale of a surplus 2003 Freightliner truck to Chaves County for the amount of $2,000. Councilor Stubbs as the second. A voice vote was 3-0, and the motion passed with Councilor Peterson being absent and Councilor Perry voting via GoToMeeting. 7. Resolution 21-XX Open Meetings Act – Parker Patterson discussed Resolution 21-XX. Councilor Foster moved to recommend to full City Council on the consent agenda recommending adopting the resolution pursuant to the New Mexico Open Meetings Act including; on number two (2) by adding the words “City Council” to read, “Notice of any other regular meetings of the City Council will be given ten (10) days in advance of the meeting date.” Councilor Perry as the second. A voice vote was 3-0, with Councilor Peterson being absent and Councilor Perry voting via GoToMeeting. 8. Department Reports - For Discussion Only. CHAIR COMMENTS, REPORTS, ANNOUNCEMENTS None PUBLIC PARTICIPATION Britt Bourque ADJOURN The meeting adjourned at 5:59 p.m. 2/25/2021 Legal Committee --5-- City of Roswell, New Mexico  AGENDA ITEM NO. 1– ABSTRACT LEGAL COMMITTEE MEETING Thursday, February 25, 2021 4:00 PM Roswell Convention & Civic Center 912 N. Main St. Meeting Room A, Roswell, NM 88201 Airport Authority Steering Committee ACTION REQUESTED: Discuss and consider a report by the Airport Authority Steering Committee. BACKGROUND: Initiated by: Joe Neeb In Resolution 20-41, the City Council directed the City Manager to discuss with the County Manager, and a group of citizens selected by them, the potential of establishing an Airport Authority at the Roswell Air Center, pursuant to NMSA 1978 § 5-20-1 et seq. The Resolution further directed the City Manager to report to the Legal Committee at its February 2021 meeting regarding the results of the discussion. FINANCIAL There are no financial implications directly associated with this item. CONSIDERATION: LEGAL REVIEW: The City Attorney will be available to provide legal guidance. BOARD and/or The February 25, 2021 meeting of the Legal Committee will be the COMMITTEE ACTION: first consideration of this matter STAFF Discuss and consider a report by the Airport Authority Steering RECOMMENDATION: Committee. 2/25/2021 Legal Committee --6-- City of Roswell, New Mexico  AGENDA ITEM NO. 2– ABSTRACT LEGAL COMMITTEE MEETING Thursday, February 25, 2021 4:00 PM Roswell Convention & Civic Center 912 N. Main St. Meeting Room A, Roswell, NM 88201 Emergency Ambulance Services Agreement ACTION REQUESTED: Consider recommending approval to City Council of an Emergency Medical Services Agreement with American Medical Response Ambulance Service, Inc. BACKGROUND: Initiated by: Daniel Fuller RFP-21-002 was posted on September 25, 2020 and two (2) proposals were received on October 13, 2020. The City Council awarded the RFP to American Medical Response Ambulance Service, Inc. at its January 14, 2021 meeting. The Emergency Ambulance Services Agreement has an initial 2 year term, with an additional 2 year renewal. FINANCIAL Price terms are confidential until the Agreement is executed, CONSIDERATION: pursuant to NMAC 1.4.1.37(B) and 1.4.1.45(B). LEGAL REVIEW: The City Attorney drafted the proposed Agreement. Leases and other contractual agreements generally require approval by a majority of the City Council BOARD and/or The February 25, 2021 meeting of the Legal Committee will be the COMMITTEE ACTION: first consideration of this Agreement STAFF Consider recommending approval to City Council of an Emergency RECOMMENDATION: Medical Services Agreement with American Medical Response Ambulance Service, Inc. 2/25/2021 Legal Committee --7-- City of Roswell, New Mexico  AGENDA ITEM NO. 3– ABSTRACT LEGAL COMMITTEE MEETING Thursday, February 25, 2021 4:00 PM Roswell Convention & Civic Center 912 N. Main St. Meeting Room A, Roswell, NM 88201 RAC LEASES: (A) Hitchcock, Corn, Patterson, Karimian, Arnold, Berry, Waide (B) Putnam (C) Red Mountain Arsenal (D) Wadsworth & Walker (E) Woods (A) Hitchcock, Patterson, Consider recommending approval to authorize Jon E. Corn, Karimian, Arnold, Hitchcock, Robert B. Corn, James Patterson, Savash Berry, Waide Karimian, Brandon Arnold, John Berry, and Cliff Waide, individuals, to enter into a new lease ACTION REQUESTED: agreement on portions of Hangar 91A and 91B. BACKGROUND: Jon E. Hitchcock, Robert B. Corn, James Patterson, Savash Karimian, Brandon Arnold, John Berry, and Cliff Waide, as individuals, request portions of Hangar 91A, consisting of 4,589 square feet, more or less, and 91B, consisting of 4,623 square feet, more or less, and joint use of the common area for the purpose of storage and maintenance of aircraft. Term: April 1, 2021 through March 31, 2022. FINANCIAL Rent amount is $886 monthly; $10,632 annually for CONSIDERATION: space 91A. Rent amount is $875 monthly; $10,500 annually for space 91B. (B) Jared Putnam Consider recommending approval to authorize Jared Putman, an individual, to enter into a new lease ACTION REQUESTED: agreement on “T” Hangar 120, Space 3. BACKGROUND: Jared Putman requests “T” Hangar 120, Space 3, consisting of 1,002 square feet, more or less, for the purpose of storage and maintenance of aircraft. Term: April 1, 2021 through March 31, 2022. FINANCIAL Rent amount is $200 monthly; $2,400 annually. CONSIDERATION: (C) Red Mountain Arsenal, Consider recommending approval of an Amendment LLC to the existing Lease Agreement with Red Mountain Arsenal, LLC. ACTION REQUESTED: BACKGROUND: Bunker 1112 has water drainage issues and needs some repair to the dirt berm; and Bunker 1111 is currently unleased and Tenant is requesting to lease Bunker 1111. FINANCIAL The proposed amendment will not alter any of the CONSIDERATION: financial terms of the existing Lease Agreement with Red Mountain Arsenal, LLC. (D) Wadsworth & Walker Consider recommending approval to authorize Tom Wadsworth and Carlton Walker, as individuals, to ACTION REQUESTED: enter into a new lease agreement on “T” Hangar Building 119, Space 2. BACKGROUND: Tom Wadsworth and Carlton Walker requests “T” Hangar Building 119, Space 2, consisting of 1,002 square feet, more or less, for the purpose of aircraft storage and maintenance. Term: April 1, 2021 through March 31, 2022. FINANCIAL Rent amount is $200 monthly; $2,400 annually. CONSIDERATION: (E) Thurston Woods Consider recommending approval to authorize Thurston Woods, an individual, to enter into a new ACTION REQUESTED: lease agreement on a portion of Building No. 1776. BACKGROUND: Thurston Woods, requests a portion of Building No. 1776, consisting of 1,798 square feet, more or less, for the purpose of storage of personal items. Term: April 1, 2021 through March 31, 2022. FINANCIAL Rent amount is $216 monthly; $2,592 annually. CONSIDERATION: LEGAL REVIEW: The Legal Department has reviewed the Leases. Leases and other contractual agreements generally require approval by a majority of the City Council. BOARD and/or The Legal Committee meeting on Thursday, February 25, COMMITTEE ACTION: 2021 will be the first consideration of these leases. STAFF Consider recommending approval to City Council of the RECOMMENDATION: Leases as presented. THIS LEASE executed in Roswell, New Mexico on this 11th day of March, 2021 by and between the CITY OF ROSWELL, NEW MEXICO, a municipal corporation, hereinafter designated “Landlord”, and JON E. HITCHCOCK, ROBERT B. CORN, JAMES PATTERSON, SIAVASH KARIMIAN, BRANDON ARNOLD, JOHN BERRY, CLIFF WAIDE individuals, 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: Portions of Hangar 91 referred to as 91A consisting of 4,589 square feet, more or less with an addition of 750 square feet, more or less and 91B consisting of 4,623 square feet, more or less, and joint use of the common area, 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 April 1, 2021 and ending March 31, 2022 unless sooner terminated by provision hereof. 3. RENT. Tenant agrees to pay to Landlord as rent the sum of Ten Thousand, Six Hundred Thirty-Two Dollars and No Cents ($10,632.00), payable in 12 monthly installments of $886.00 for space 91A. Tenant agrees to pay to Landlord as rent the sum of Ten Thousand, Five Hundred Dollars and No Cents ($10,500.00), payable in 12 monthly installments of $875.00 for space 91B. 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 $1327.00 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 accommodations) 2/25/2021 Legal Committee --11-- City of Roswell, New Mexico  EXHIBIT “A” 2/25/2021 Legal Committee --12-- City of Roswell, New Mexico THIS LEASE executed in Roswell, New Mexico on this 11th day of March 2021 by and between the CITY OF ROSWELL, NEW MEXICO, a municipal corporation, hereinafter “Landlord”, and JARED PUTMAN, an individual, 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: “T” Hangar 120, Space 3 consisting of 1,002 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 April 1, 2021 and ending March 31, 2022 unless sooner terminated by provision hereof. 3. RENT. Tenant agrees to pay to Landlord as rent the sum of Two Thousand, Four Hundred Dollars and No Cents ($2,400.00), payable in 12 monthly installments of $200.00. 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 $169.00 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 2/25/2021 Legal Committee --13-- City of Roswell, New Mexico 2/25/2021 Legal Committee --14-- City of Roswell, New Mexico  THE CITY OF ROSWELL, NEW MEXICO, a municipal corporation, hereinafter "Landlord" and RED MOUNTAIN ARSENAL, LLC, a New Mexico Limited Liability Company, hereinafter "Tenant" hereby agree to the following amendment to that certain Lease Agreement dated October 8, 2020” the Lease”. WHEREAS, Bunker 1112 has water drainage issues and needs some repair to the dirt berm; and WHEREAS, Bunker1111 is currently unleased and Tenant is requesting to lease bunker 1111; and WHEREAS, Landlord is willing to lease Bunker 1111 to Tenant under the terms of the lease; NOW THEREFORE, Landlord and Tenant (each “Party” and both collectively the “Parties”) agree to modify the lease as follows: 1. All references to Bunker 1112 are amended to Bunker1111. 2. Exhibit “A” is replaced with Exhibit “A” attached hereto. IN WITNESS WHEREOF, this First Addendum to Lease Agreement is done and executed in Roswell, New Mexico this ________ day of March, 2021. CITY SEAL LANDLORD: CITY OF ROSWELL, NEW MEXICO _____________________________________ Dennis J. Kintigh, Mayor TENANT: RED MOUNTAIN ARSENAL, LLC _______________________________ Sharon Coll City Clerk _____________________________________ Pete Charnisky, President 2/25/2021 Legal Committee --15-- City of Roswell, New Mexico  EXHIBIT “A” Premises: Bunker 1111, consisting of 1,790 square feet ±. Balloon Road Bunker 1111 EXHIBIT “A” 2/25/2021 Legal Committee --16-- City of Roswell, New Mexico THIS LEASE executed in Roswell, New Mexico on this 11th day of March, 2021 by and between the CITY OF ROSWELL, NEW MEXICO, a municipal corporation, hereinafter “Landlord”, and TOM WADSWORTH and CARLTON WALKER, individuals, 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: “T” Hangar Building No. 119, space 2 consisting of 1,002 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 April 1, 2021 and ending March 31, 2022 unless sooner terminated by provision hereof. 3. RENT. Tenant agrees to pay to Landlord as rent the sum of Two Thousand, Four Hundred Dollars and No Cents ($2400.00), payable in 12 monthly installments of $200.00. 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 $277.00 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. Tenant agrees 2/25/2021 Legal Committee --17-- City of Roswell, New Mexico  EXHIBIT “A” 2/25/2021 Legal Committee --18-- City of Roswell, New Mexico THIS LEASE executed in Roswell, New Mexico on this 11th day of March 2021 by and between the CITY OF ROSWELL, NEW MEXICO, a municipal corporation, hereinafter “Landlord”, and THURSTON WOODS, an individual, 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: A portion of Building No. 1776, consisting of 1,798 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 April 1, 2021 and ending March 31, 2022 unless sooner terminated by provision hereof. 3. RENT. Tenant agrees to pay to Landlord as rent the sum of Two Thousand, Five Hundred Ninety- Two Dollars and No Cents ($2,592.00), payable in 12 monthly installments of $216.00. 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 $140.00 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 2/25/2021 Legal Committee --19-- City of Roswell, New Mexico 2/25/2021 Legal Committee --20-- City of Roswell, New Mexico  AGENDA ITEM NO. 4– ABSTRACT LEGAL COMMITTEE MEETING Thursday, February 25, 2021 4:00 PM Roswell Convention & Civic Center 912 N. Main St. Meeting Room A, Roswell, NM 88201 Telecommunications Tower Lease ACTION REQUESTED: Consider recommending approval to City Council of an Option and Lease Agreement for Gravity Pad Towers, LLC. BACKGROUND: Initiated by: Scott Stark Gravity Pad Towers, LLC requests land located at the RAC, consisting of 2,500 square feet, more or less, for the purpose of transmission and reception of communication signals and the installation, construction, modification, replacement, maintenance, operation, repairs and removal of communications fixtures and related equipment cables. The Lease has a two year lease option and, if the option is exercised, a term of Five (5) years from the Commencement Date, with option to renew nine (9) additional five (5) year terms. FINANCIAL Rent amount is $850 monthly. In addition, the tenant is required to CONSIDERATION: pay to the City twenty percent (20 %) of any rents received from subleases, excluding the first sublease. LEGAL REVIEW: The City Attorney has reviewed the proposed Lease Leases and other contractual agreements generally require approval by a majority of the City Council. BOARD and/or The February 25, 2021 meeting of the Legal Committee will be the COMMITTEE ACTION: first consideration of this Lease STAFF Consider recommending approval to City Council of an Option and RECOMMENDATION: Lease Agreement for Gravity Pad Towers, LLC. 2/25/2021 Legal Committee --21-- City of Roswell, New Mexico  AGENDA ITEM NO. 5– ABSTRACT LEGAL COMMITTEE MEETING Thursday, February 25, 2021 4:00 PM Roswell Convention & Civic Center 912 N. Main St. Meeting Room A, Roswell, NM 88201 Kerr Ranch Lease ACTION REQUESTED: Consider recommending approval to City Council of a grazing lease agreement with Steve Oldfield. BACKGROUND: Initiated by: Todd Verciglio Steve Oldfield has an existing grazing lease with the City for 3,355 acres known as the Kerr Ranch. The existing lease was signed on December 18, 2015 and will expire April 30, 2021. The term of the new agreement would be 5 years, with one 5 year option to renew. Mr. Oldfield would be permitted to graze between 50 and 63 animals on the property at a time. FINANCIAL Rent is $8,694.04 annually, payable in a lump sum or in monthly CONSIDERATION: installments, at the City’s option. Rent will be adjusted annually by CPI. LEGAL REVIEW: The City Attorney drafted the proposed Lease. Leases and other contractual agreements generally require approval by a majority of the City Council BOARD and/or The January 25, 2021 Legal Committee meeting will be the first COMMITTEE ACTION: consideration of this matter. STAFF Consider recommending approval to City Council of a grazing lease RECOMMENDATION: agreement with Steve Oldfield. 2/25/2021 Legal Committee --22-- City of Roswell, New Mexico  LEASE AGREEMENT This LEASE AGREEMENT (“Agreement”) is hereby entered into on this May 1, 2021 (the “Effective Date”), by and between the CITY OF ROSWELL, NEW MEXICO (“City”), a political subdivision of the State of New Mexico, located at 425 N. Richardson, Roswell, NM 88201, and STEVE OLDFIELD, a(n) individual, whose principal address is PO Box 4435, Roswell, NM 88202 (“Tenant”), collectively referred to herein as the Parties. RECITALS WHEREAS, the City is the fee owner of and has the right to utilize, including the right to lease, the following described real property, together with the improvements thereon and stock watering rights, in Chaves County, New Mexico, to wit: S ½ Section 15; Section 22, less 5 acres in the SW 1/4; SW ¼ Section 23; Section 27; Section 34; Section 26; the S ½ N ½ Section 35; Township 12 South, Range 24 East, containing 3,355 acres, more or less, known as, and referred to hereinafter, as the “Kerr Ranch”; and WHEREAS, the Parties entered into Lease Agreement L#0002 on December 18, 2015, pursuant to which, the City leased the Kerr Ranch to Tenant for the purpose of grazing cattle; and WHEREAS, which Lease Agreement L#0002 shall expire on April 30, 2021; and WHEREAS, the Parties wish to continue, modify, and supplement their existing relationship on the terms and conditions set forth herein. NOW THEREFORE, in consideration for the mutual covenants contained herein, Tenant and the City agree as follows: 1. GRANTING CLAUSE For the Term, at the Rent and otherwise upon the terms, provisions and conditions contained herein, the City hereby lets and leases unto Tenant the surface only to the Kerr Ranch, together with stock watering rights and all improvements located thereon. 2. RENT a. Tenant agrees to pay to the City as rent the sum of $8,694.04 annually, payable at the City’s option on a lump-sum basis at the commencement of this Agreement and each anniversary thereafter, or in 12 monthly installments of $724.50 (the “Rent”) the first payment of which shall be due on the Effective Date hereof and thereafter on the first day of each month. After the first year of the Term, Rent will be adjusted every year by the Consumer Price Index (“CPI”). 2/25/2021 Legal Committee --23-- City of Roswell, New Mexico  b. 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 the City an additional 12% 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 the City 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 the City without abatement, reduction or set off of any kind except as herein specifically provided. 3. TERM The term of this Agreement shall commence on the Effective Date and shall continue for a period of 5 years (the “Term”). This Agreement may thereafter be renewed for up to 1 additional period(s) of 5 years each (the “Renewal Terms”), upon mutual written agreement of the Parties. Each Renewal Period shall be governed by the same terms and conditions hereof, except as may be otherwise agreed in writing by the Parties. 4. USE OF PREMISES a. Tenant shall use the Kerr Ranch solely for the purposes of grazing and keeping of cattle, and related uses, and for no other purposes. Tenant shall not use the Kerr Ranch for any purpose prohibited by the laws of the United States, the State of New Mexico, or the ordinances of the City of Roswell. Tenant may have up to 50 animal units at any time on the Kerr Ranch. These can be either 50 cows with suckling calves or 63 yearlings, not to be co-mingled or increased at any time. Tenant shall provide a biannual report every 6 months, beginning on the effective date, to verify the number of animal units. b. Cattle may be moved on or off Kerr Ranch property during hours authorized by the City, normally between the hours of 8 am and 5 pm, weekdays excluding holidays. Tenant must notify the representatives as specified herein, by telephone or letter at least 3 working days prior to moving cattle on or off the range, specifying the time and place on Kerr Ranch property when cattle will be loaded and unloaded. c. Water troughs/tanks, fences, and corrals are the responsibility of Tenant. It will be the Tenant's responsibility to check troughs/tanks for freeze-ups and water availability. Tenant may use the two (2) City wells on the premises. Tenant must furnish and maintain watering tanks. The City shall not be responsible for electrical failures. 2/25/2021 Legal Committee --24-- City of Roswell, New Mexico  d. Tenant hereby acknowledges that solar arrays may be installed adjacent to existing City water wells. Perimeter/security fencing will be installed around the arrays, thereby, restricting use of the arrays to authorized personnel. e. Tenant shall conduct and operate its business in such a manner so as to prevent the performance of any act, creation, or maintenance of anything which in the opinion of the City may be or become a nuisance of otherwise noxious or objectionable condition including, but not limited to, any act or thing resulting in noise, vibration, shock, smoke, dust, odor, other forms of air pollution, or other condition, substance, or element in such amounts as to affect the surrounding area or adjoining premises. The City shall be the sole judge as to whether any act done or things created or maintained by Tenant on the Kerr Ranch is or may become a nuisance or otherwise noxious or objectionable condition and Tenant agrees to abide by the City's decision and act in accordance with its directions with respect thereto. f. Proper disposal of trash, fluids, parts, hazardous or contaminated waste or materials of whatsoever kind, type or description generated on or as a part of Tenant’s use or occupancy of the Kerr Ranch is the sole and absolute responsibility of Tenant. Tenant shall comply with all Federal, State and local regulations, laws and ordinances of the City of Roswell in disposal of any such materials. Improper disposal of trash, fluids, parts, hazardous or contaminated waste or materials of whatsoever kind, type or description, generated on or as a part of Tenant’s use or occupancy of the Kerr Ranch shall be grounds for the immediate termination of this Agreement with or without process of law. Tenant represents to the City that it will not release any hazardous materials at, in, on or about the Kerr Ranch. To the extent it is proven that hazardous materials have been released by Tenant during the Term, Tenant hereby unconditionally agrees at its sole cost to defend, indemnify, protect and hold the City harmless from and against any bodily injury, death or property damage, including (1) environmental claims, (2) environmental expenses, including without limitation, the handling, investigation, treatment, storage decontamination, remediation, removal, transport or disposal of such hazardous materials, and (3) liabilities, losses, damages, fines, penalties, charges, orders, judgments, or liens caused by such release. 5. CONDITION OF THE PREMISES Tenant has inspected the Kerr Ranch and accepts the Kerr Ranch in its present condition, as is. The City makes no representations or warranties that the Kerr Ranch is suitable for Tenant’s use or any other purpose. 2/25/2021 Legal Committee --25-- City of Roswell, New Mexico 6. MAINTENANCE Except as otherwise provided herein, Tenant, at its sole cost and expense, shall maintain the Kerr Ranch in a clean and orderly condition and shall maintain and replace when necessary all fences, corrals, windmill, and other improvements located on or in any portion of the above described property and buildings located thereon to prevent livestock movement into or from the boundaries and off of all state and county roads, streets, and highways. The City shall be the sole judge of the quality of maintenance and, upon written notice by the City, Tenant shall be required to perform whatever maintenance is deemed necessary by the City. If said maintenance is not undertaken within ten (10) days after receipt of written notice, the City shall have the right to enter upon the Kerr Ranch and perform the necessary maintenance, the cost of which shall be borne by Tenant. 7. TAXES, LICENSES AND UTILITIES During the Term hereof, Tenant shall pay all taxes, licenses, charges, fees or assessments levied or to be levied upon personal-property, fixtures or equipment placed by Tenant upon the Kerr Ranch, of whatsoever kind or nature, incident to or arising out of the conduct of Tenant’s activities. Failure to have or maintain any appropriate current license or permit shall be a breach of this Agreement. Tenant shall be responsible for all utilities to the Building. 8. PERSONAL PROPERTY AND FIXTURES All personal property and fixtures of Tenant in and on the Kerr Ranch shall be kept at the sole risk of Tenant, and the City shall not be liable for any damage thereto or to Tenant for interruption of business or otherwise. Tenant hereby waives all causes or rights of recovery against City, its agents, employees, invitees and Invaders for any loss to such personal property and fixtures on the Kerr Ranch or to consequential loss arising there from caused by fire or other casualty, whether negligently caused or not. 9. IMPROVEMENTS Tenant may construct range improvements necessary for care and management of livestock for which this Agreement is issued. Tenant must remove temporary improvements within ten (10) days after the Agreement has expired or within ten (10) days of written notice that the Agreement has been terminated. Tenant will restore the area to such condition as existed prior to the improvement(s). Failure to remove an improvement will result in the improvement becoming the property of the City. With the approval of the City, Tenant may leave authorized improvements 2/25/2021 Legal Committee --26-- City of Roswell, New Mexico intact. The City will gain title to any permanent improvement(s) authorized to be left on the range. The fence shall be considered a permanent improvement and remain with the Kerr Ranch. 10. ACCESS AND INSPECTION Upon giving reasonable notice to Tenant, the City may enter the Kerr Ranch during Tenant’s regular business hours and have free access to the Kerr Ranch and improvements located thereon for the purpose of inspecting the condition thereof or exercising any right or power reserved to City under the terms and provisions of this Agreement. 11. HOLDOVER In the event Tenant remains in possession of Kerr Ranch after the expiration or termination of this Agreement, Tenant shall be deemed a tenant at sufferance, and shall be required to pay to the City the fair market rental value of the Kerr Ranch on a monthly basis, and Tenant’s occupancy shall be governed in all other respects by the provisions hereof, except as to the duration of the Term. 12. MECHANICS’ LIENS Tenant shall not cause, suffer or permit any mechanic’s, materialmen’s, or other liens to be filed against the Kerr Ranch, or any part thereof, nor against Tenant’s leasehold interest, by reason of work, labor, services, or materials supplied or claimed to have been supplied to Tenant. In the event that such liens shall be recorded against the Kerr Ranch, Tenant shall cause the same to be removed or, in the alternative, if it in good faith desires to contest the same, it shall be privileged to do so, but in such case Tenant hereby agrees to indemnify and save the City harmless from all liability for damages occasioned thereby and shall, in the event of a judgment of foreclosure, cause the same to be discharged and removed prior to the execution of such judgment. 13. CONDEMNATION a. In the event that the Kerr Ranch or any portion thereof shall be condemned for public or quasi-public purpose, or shall be taken by any governmental authority in any manner whatsoever during the Term hereof, this Agreement shall terminate as of the effective date of such condemnation or taking, unless the Parties mutually agree that any remainder left after a partial condemnation or taking is still suitable for the purposes of this Agreement, in which case this Agreement may continue at the election of the Parties. In such event, Tenant shall bear any necessary costs of relocating its equipment and placing the remaining Kerr Ranch in proper and usable condition. 2/25/2021 Legal Committee --27-- City of Roswell, New Mexico  b. In the event of total or partial condemnation or taking of the Kerr Ranch as aforesaid, all compensation awarded or paid upon a total or partial taking of the Kerr Ranch shall belong to City and Tenant shall have no right or cause of action against City; provided, however that Tenant shall be entitled to participate in any award to the extent that such award includes the loss, if any, sustained by Tenant as a result of the termination of this Agreement or diminution of its leasehold estate and the value of any fixtures condemned or taken if such fixtures were installed by Tenant and are located upon the Kerr Ranch at the time of such condemnation or taking. Tenant reserves the right to proceed independently of City with any claim for compensation for damages to which Tenant may become entitled by reason of such total or partial condemnation or taking. 14. DAMAGE OR DESTRUCTION OF PREMISES a. In the event the Kerr Ranch is damaged or destroyed by fire, the elements, or other perils or casualty not the fault of Tenant, the City may, in its sole and absolute discretion, repair or rebuild the same within a reasonable time after the event causing such damage, or terminate this Agreement by 30 days written notice to Tenant. If the City elects to repair or rebuild, this Agreement shall remain in full force and effect, except that Tenant’s obligation to pay Rent shall be waived or reduced based upon the extent to which the damage and making of such repairs shall reasonably interfere with the activities carried on by Tenant in the Building, as determined by the City. The City shall not be required to repair any damage by fire or other casualty, or to make any repair or replacements, of any leasehold improvements, fixtures, or other personal property of Tenant. In no event shall the City be liable to or for any costs incurred by Tenant as a result of disruption of its activities by casualty under this Section. b. In the event that the City elects to repair or rebuild the Kerr Ranch under this Section, the City shall act promptly and with due diligence, but the City shall not be responsible for delays caused by factors beyond the City’s control, including but not limited to delays because of strikes, work slowdowns or stoppages, accidents, failure of any governmental or other authority to act in a timely manner, or delays caused by contractors. If such delays occur, Tenant agrees that the City shall not be responsible for damages, nor shall the City be deemed to be in default under this Agreement. 15. TERMINATION Either Party may terminate this Agreement at any time during the Term or any Renewal Term hereof by giving 30 days written notice in advance. Termination under this Section shall not 2/25/2021 Legal Committee --28-- City of Roswell, New Mexico terminate, prejudice or otherwise effect any right or obligation accruing hereunder prior to the termination. 16. SURRENDER Upon expiration or termination of this Agreement, Tenant shall quit and surrender the Kerr Ranch to the City within 30 days of the expiration or notice of termination, in as clean and good order and condition as it was at the commencement of the Term, normal wear and tear excepted. Except as otherwise provided for herein, Tenant shall remove all of its personal property and fixtures from the Kerr Ranch prior to surrender and any such personal property or fixtures abandoned on or about the Kerr Ranch after surrender shall become irrevocably the property of the City, but Tenant shall be liable for any costs to the City of disposing of any of its property or fixtures left after surrender that the City, in its discretion, does not elect to keep. Tenant shall be further liable for any costs of repairs, restoration or cleaning of the Kerr Ranch made necessary as a result of Tenant’s failure to maintain its obligations under this Section. 17. INSURANCE a. Tenant agrees to have and maintain the polices of insurance set forth in Exhibit A: Insurance, which Exhibit is attached hereto and incorporated by reference as if set forth fully herein. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City as to form and content. These requirements are subject to amendment or waiver only if so approved in writing by the City. A lapse in any required insurance coverage during this Agreement shall be a breach of this Agreement. b. Tenant’s insurance obligations under this Agreement shall be: i. all insurance coverage and/or limits by or available to Tenant; or ii. the minimum coverage requirements and/or limits set forth in Exhibit A, whichever is greater. c. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits set forth in Exhibit A, which are applicable to a given loss, shall be available to the City. No representation is made that the minimum insurance requirements set forth in Exhibit A are sufficient to cover the obligations of Tenant pursuant to this Agreement. Tenant’s requirements under this Section shall be referred to herein as the “Insurance.” 2/25/2021 Legal Committee --29-- City of Roswell, New Mexico  d. Maintenance of insurance coverage set forth in this Section during the entire Term, and any Renewal Term, is a material element on of this Agreement and failure to maintain or renew coverage or to provide evidence of the existence or renewal of required insurance may be treated by the City as a material breach of this Agreement. 18. INDEMNIFICATION AND HOLD HARMLESS a. The City shall not be liable to Tenant or to Tenant's employees, customers, visitors, or any other person for any injury or damage to person or property arising from any cause whatsoever which shall occur in any manner in or about the premises in connection with, or arising out of, Tenant's operation and use of the premises. b. Tenant agrees to accept responsibility for loss or damage to any person or property, and to release, defend at its own expense, indemnify, and hold harmless the City, its council members, officials, officers, employees, agents, and volunteers, against any and all liability, actions, claims, losses, damages, disabilities, and expenses, including costs of litigation and reasonable attorneys’ fees, that are asserted by any person or entity, to the extent arising out of any and all acts or omissions of Tenant, or its officers, employees or agents, in the performance of this Agreement, excluding, however, such liability, claims, losses, damages, or expenses arising from the City’s sole negligence or willful acts. c. Tenant agrees to be responsible for all loss or damage from any cause whatsoever to any of its property or equipment. Tenant is responsible for providing its own liability and loss insurance coverage for any of its property or equipment and Tenant expressly acknowledges that no part of said property or equipment shall be covered under the City’s insurance policies. d. These indemnifications are independent of and shall not in any way be limited by the insurance requirements of this Agreement. Approval by the City of the insurance requirement by this Agreement shall not in any way relieve Tenant from liability under this Section. The City’s right to indemnification hereunder shall survive termination, whether for cause or not, or expiration of this Agreement. 19. DEFAULT Tenant shall be in default of this Agreement, if at any time during the Term hereof, it shall: a. Default in the payment of any installment of Rent or any other sums specifically to be paid by Tenant hereunder and such default shall not have been cured within ten (10) days after the City shall have given to Tenant written notice specifying such default; or 2/25/2021 Legal Committee --30-- City of Roswell, New Mexico  b. Fail in the observance of any covenants, agreements or obligations hereunder, other than the covenants to pay Rent, when such failure shall not have been cured within thirty (30) days after City shall have given to Tenant written notice specifying such default; provided, however, that if the failure complained of shall be of such nature that the same cannot be completely remedied or cured within such thirty (30) day period, then such failure shall not be an enforceable default against Tenant for the purposes of this paragraph if Humane Society shall have commenced curing the failure within such thirty (30) day period and shall proceed with reasonable diligence and in good faith to remedy the failure complained of; or c. Finally and without further possibility of appeal or review i. be adjudicated bankrupt or insolvent, ii. have a receiver or trustee appointed for all or substantially all of its business or assets, or iii. suffer an order to be entered approving a petition filed against Invaders seeking reorganization of Invaders under the Federal Bankruptcy laws or any other applicable law or statute of the United States or any state thereof; or d. Make an assignment for the benefit of its creditors, or file a voluntary petition in bankruptcy or a petition or answer seeking reorganization or arrangement under the Federal Bankruptcy law or other applicable law or statute of the United States or any state thereof, or shall file a petition to take advantage of any insolvency act or shall assent to the appointment of a receiver or trustee of all or a substantial part of its business and property; or e. Leave the Kerr Ranch vacant or deserted for a period of thirty (30) consecutive days and such lack of use shall continue for thirty (30) days after City has given Tenant written notice specifying the vacancy. 20. CITY’S REMEDIES ON DEFAULT a. Upon default of this Agreement by Tenant, the City may declare this Agreement, and all rights and interest created by it, to be terminated without further notice to Tenant, whereupon Tenant shall surrender the Kerr Ranch as otherwise provided for herein. In the event that Tenant shall fail or refuse to surrender the Kerr Ranch, the City shall be entitled to regain possession thereof in the manner provided by the laws of the State of New Mexico in force at the time of the default. Termination hereunder shall not relieve Tenant from any claim for damages 2/25/2021 Legal Committee --31-- City of Roswell, New Mexico accruing to the City under this Agreement or as a result of the default and the City shall be entitled to enforce the payment of such claim for damages by any remedy provided by law, whether or not stated herein. The City may further sue to restrain by injunction any violation or threatened violation of the covenants, conditions or provisions of this Lease. b. If Tenant shall at any time be in default in fulfilling any of the covenants of this Agreement, the City may, but shall not be obligated to, take or cause to be taken such action or make such payment as may be required by such covenant, without notice to or demand upon Tenant and at Tenant’s risk and expense. All expenses, costs and liabilities of the City incurred hereunder shall be deemed additional Rent and shall be payable to the City on demand together with interest thereon at the rate of fifteen percent (15%) per annum. 21. FORCE MAJEURE Neither Party shall not be held liable for failure of or delay in performing its obligations under this Agreement if such failure or delay is the result of an act of God, such as earthquake, hurricane, tornado, flooding, or other natural disaster, or in the case of war, action of foreign enemies, terrorist activities, labor dispute or strike, government sanction, blockage, embargo, or failure of electrical service, nor for any failure or delay caused by the negligence or omission of the City. Either Party claiming force majeure hereunder must make every reasonable attempt to minimize delay of performance. In the event of a force majeure, the Party claiming force majeure shall notify the other Party thereof within 10 days of its occurrence. If such force majeure continues longer than 120 days, either Party may terminate the Agreement, as otherwise provided for herein. 22. NONDISCRIMINATION Tenant shall not discriminate against any otherwise qualified employee, applicant for employment, subcontractor, or other person, in connection with the performance of the Work, unless based on a bona fide occupational qualification or other statutory prohibition, because of race, age, religion, color, national origin, ancestry, sex, sexual orientation, gender identity, physical or mental handicap or serious medical condition, or spousal affiliation. In the event of Tenant’s noncompliance with the provisions of this Section, this Agreement may be canceled, terminated or suspended, in whole or in part, and Tenant may be declared ineligible for further contracts with the City. 23. CHOICE OF LAW AND FORUM SELECTION 2/25/2021 Legal Committee --32-- City of Roswell, New Mexico  This Agreement shall be governed by the laws of the State of New Mexico, exclusive of choice of law provisions, and venue for any judicial proceeding resulting here from shall lie in the Fifth Judicial District, Chaves County, New Mexico. 24. NOTICES Notices and other communications under this Agreement must be in writing and are effective upon the sooner to occur of (i) the business day actually received (or if such date is not a business day, on the next business day thereafter), (ii) on the next business day after placing such written notice or communication with a reputable overnight delivery service for overnight (next morning) delivery, or (iii) on the third (3rd) business day following the date on which such written notice or communication was deposited with the United States Postal Service with postage prepaid and marked as certified or registered mail, return receipt requested, so long as, in each case, such written notice or communication was addressed to the Party to whom it was intended at such Party’s address set forth herein or to such other address as that Party may from time to time provide in a writing pursuant to this Subsection to the other Party: CITY OF ROSWELL STEVE OLDFIELD Attn: Joe Neeb Attn: Signatory City Manager Title P.O. 1838, Roswell, NM 88202-1838 PO Box 4435, Roswell, NM 88202 25. 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. 26. ENTIRE AGREEMENT, MODIFICATION This Agreement constitutes the entire agreement of the Parties and supersedes any prior agreements, understandings or negotiations, written or oral. This Agreement may only be modified or amended in writing, signed by the Parties hereto, and any such duly-executed written modification or amendment shall be automatically incorporated into this Agreement as if set forth fully herein. 27. SEVERABILITY If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those to which it 2/25/2021 Legal Committee --33-- City of Roswell, New Mexico is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 28. NON-WAIVER. The Parties agree that no failure to exercise and no delay in exercising any right, power or privilege under this Agreement on the part of either Party shall operate as a waiver of any right, power, or privilege under this Agreement. 29. RIGHTS CUMULATIVE All rights, options, and remedies of the City contained in this Agreement shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and the City shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Agreement. 30. BINDING EFFECT This Agreement shall be binding upon and insure to the benefit of the parties hereto and their respective heirs, successors, and assigns. 31. NO ASSIGNMENT Tenant shall not assign, sublet or subcontract any obligation, duty, right or covenant hereunder without the express written consent of the City, which the City may withhold in its total discretion. 32. AUTHORITY The individual signing below warrants and represents that he or she is duly authorized to execute this Agreement on behalf of Tenant. 33. HEADINGS. The paragraph headings contained herein are for convenience and in reference and are not intended to define or limit the scope of any provision of this Agreement. 34. NO ADDITIONAL REPRESENTATIONS e. Tenant expressly acknowledges that in entering into this Agreement, it does not rely on any statement, representation, or warranty other than those expressly set out in this Agreement. f. Tenant expressly acknowledges that it has been advised to seek its own separate legal counsel for advice with respect to this Agreement, and has had sufficient 2/25/2021 Legal Committee --34-- City of Roswell, New Mexico  opportunity to do so. The Parties further agree that interpretation of this Agreement shall be made without regard to authorship or negotiation. [SIGNATURES FOLLOW ON NEXT PAGE] 2/25/2021 Legal Committee --35-- City of Roswell, New Mexico  IN WITNESS WHEREOF, Tenant and the City of Roswell have caused this Agreement to be executed by their duly authorized officers on this May 1, 2021, the Effective Date hereof. “City” “Tenant” CITY OF ROSWELL STEVE OLDFIELD _________________________________ ______________________________ By: Joseph W. Neeb By: Signatory City Manager Title CITY SEAL _________________________________ Sharon Coll, City Clerk Approved as to form: _________________________________ City Attorney 2/25/2021 Legal Committee --36-- City of Roswell, New Mexico  EXHIBIT A: INSURANCE 1. MINIMUM SCOPE OF INSURANCE a. Tenant shall procure and maintain for the duration of the contract the following minimum insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work herein and the results of the Work by Tenant, its agents, representatives, employees or subcontractors (check all that apply): ☒ I. Commercial General Liability (“CGL”): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 05 09 or 25 04 05 09) or the general aggregate limit shall be twice the required occurrence limit. ☒ II. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Tenant has no owned autos, covering hired (Code 8) and non-owned autos (Code 9), with limits no less than $1,000,000.00 per accident for bodily injury and property damage. ☐ III. Worker’s Compensation: as required by the State of New Mexico, with Statutory Limits and Employer’s Liability Insurance with limit of no less than $1,000,000.00 per accident for bodily injury or disease. ☐ IV. Professional Liability (Errors and Omissions): Insurance appropriate to Tenant’s profession, with limit no less than $1,000,000.00 per occurrence or claim, $2,000,000.00 aggregate. ☒ V. Property Insurance: against all risks of loss to any and all improvements, betterments, and fixtures on or to real property made the subject of this Agreement, at full replacement cost with no coinsurance penalty provisions. b. If Tenant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by Tenant. 2. ADDITIONAL INSURED STATUS 2/25/2021 Legal Committee --37-- City of Roswell, New Mexico  The City, its council members, officials, officers, employees, agents, and volunteers are to be covered as additional insured on the CGL policy with respect to liability arising out of the Work performed by or on behalf of Tenant, including materials, parts or equipment furnished in connection with the Work. General Liability coverage can be provided in the form of an endorsement to Tenant’s insurance (at least as broad as ISO Form 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38, or CG 20 38; and CG 20 37 form is later revisions used). 3. PRIMARY COVERAGE For any claims related to this Agreement, Tenant’s insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its council members, officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its council members, officials, officers, employees, agents, and volunteers shall be excess of Tenant’s insurance and shall not contribute to it. 4. NOTICE OF CANCELLATION Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. 5. WAIVER OF SUBROGATION Tenant hereby grants to the City a waiver of any right to subrogation which any of Tenant’s insurers may acquire against the City by virtue of the payment of any loss under such insurance. Tenant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. 6. SELF INSURED RETENTIONS Self-insured retentions must be declared to and approved by the City. The City may require Tenant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administrations, and defense expenses within the retention. 7. ACCEPTABILITY OF INSURERS Insurance is to be placed with insurers authorized to conduct business in the State of New Mexico with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City. 8. CLAIMS MADE POLICIES 2/25/2021 Legal Committee --38-- City of Roswell, New Mexico  If any of the required policies provide claims-made coverage: i. The Retroactive Date must be shown, and must be before the Effective Date of this Agreement or the beginning of Work hereunder. ii. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the Work. iii. If coverage is canceled or not renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Effective Date, Tenant must purchase “extended reporting” coverage for a minimum of five years after completion of the Work. 9. VERIFICATION OF COVERAGE Tenant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language affecting coverage required by this Section. All certificates and endorsements are to be received and approved by the City before the Work commences. Failure to obtain the required documents prior to commencement of the Work, however, shall not waive Tenant’s obligations to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications at any time. 10. SPECIAL RISKS OR CIRCUMSTANCES The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 2/25/2021 Legal Committee --39-- City of Roswell, New Mexico  AGENDA ITEM NO. 6– ABSTRACT LEGAL COMMITTEE MEETING Thursday, February 25, 2021 4:00 PM Roswell Convention & Civic Center 912 N. Main St. Meeting Room A, Roswell, NM 88201 Ord. 21-XX: Sec. 2-20 ACTION REQUESTED: Consider recommending to City Council approval to advertise and hold a public hearing on Ordinance 21-XX amending Section 2-20 of the Roswell City Code. BACKGROUND: Initiated by: Parker W. Patterson Section 2-20 of the Roswell City Code requires that regular meetings of the City Council take place on the second Thursday of each month at 6:00 pm. This ordinance would permit regular meetings to be rescheduled to another time or date, in the event of holidays or other scheduling conflicts. FINANCIAL There are no financial implications associated with this item. CONSIDERATION: LEGAL REVIEW: The City Attorney drafted the proposed ordinance. Ordinances must be approved by a majority of the Governing Body. BOARD and/or The January 25, 2021 meeting of the Legal Committee will be the COMMITTEE ACTION: first consideration of this Ordinance STAFF Consider recommending to City Council approval to advertise and RECOMMENDATION: hold a public hearing on Ordinance 21-XX amending Section 2-20 of the Roswell City Code. 2/25/2021 Legal Committee --40-- City of Roswell, New Mexico  1 ORDINANCE 21-XX 2 3 AN ORDINANCE AMENDING SECTION 2-20 OF THE ROSWELL CITY CODE 4 RELATING TO REGULARLY SCHEDULED MEETINGS OF THE GOVERNING 5 BODY 6 7 WHEREAS, Section 2-20 of the Roswell City Code provides that regular meetings of the 8 City Council shall be held on the second Thursday of each month at 6:00 pm; and 9 10 WHEREAS, it is necessary, from time to time, to schedule regular City Council meetings 11 at a different date or time. 12 13 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL AS THE 14 GOVERNING BODY OF THE CITY OF ROSWELL, NEW MEXICO, that: 15 16 SECTION 1. Roswell City Code Section 2-20 shall be amended to read: 17 18 Sec. 2-20. - Time of meetings. 19 20 The regular meetings of the governing body shall be held at 6:00 p.m. on the second Thursday 21 in each month, or as otherwise indicated on the meeting notice. Any regular meeting or meeting 22 recessed from a regular meeting may be recessed from time to time by the mayor or mayor pro 23 tem. 24 25 SECTION 2. All ordinances or parts of ordinances in conflict or inconsistent herewith are hereby 26 repealed to the extent of such inconsistency. This repealer shall not be construed to revive any 27 ordinance or part of any ordinance heretofore repealed. 28 29 SECTION 3. If any section, paragraph, clause or provisions of this ordinance for any reason shall 30 be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, 31 clause or provision shall not affect any other part of this ordinance. 32 33 SECTION 4. This ordinance shall be effective after five (5) days following its publication as 34 required by law. 35 36 PASSED, ADOPTED, SIGNED and APPROVED ___ , . 37 38 CITY SEAL 39 40 41 _____________________________ 42 Dennis Kintigh, Mayor 43 ATTEST 44 45 46 _____________________ 47 Sharon Coll, City Clerk 2/25/2021 Legal Committee --41-- City of Roswell, New Mexico 1 2 3 Underscoring indicates addition to existing Code section. 4 Strike through indicates delete of an existing Code section. 5 2/25/2021 Legal Committee --42-- City of Roswell, New Mexico  AGENDA ITEM NO. 7– ABSTRACT LEGAL COMMITTEE MEETING Thursday, February 25, 2021 4:00 PM Roswell Convention & Civic Center 912 N. Main St. Meeting Room A, Roswell, NM 88201 Governing Body Rules of Order ACTION REQUESTED: Consider recommending to City Council amendments to the Governing Body Rules of Order. BACKGROUND: Initiated by: Joe Neeb Pursuant to NMSA 1978 § 3-12-3(A)(5), the Governing Body shall determine the rules of its own proceedings. Section 2-31 of the Roswell City Code adopts the latest edition of Robert's Rules of Order as the official parliamentary rules and regulations of the governing body The Governing Body Rules of Order were adopted by the City Council in Resolution 16-58 on October 13, 2016. They were subsequently amended on December 5, 2017 by Resolution 17-65. The Governing Body Rules address many issues not contained within Robert’s Rules. They also overlap in some cases with rules already found elsewhere in statute, ordinance, or Robert’s Rules. On the other hand, they may have gaps in application. The Legal Committee is asked to consider whether amendments may be appropriate. FINANCIAL There are no financial implications associated with this item. CONSIDERATION: LEGAL REVIEW: The City Attorney will be involved in the discussion BOARD and/or The Legal Committee previously considered this matter at its COMMITTEE ACTION: October 22, 2020 meeting, but took no action. STAFF Consider recommending to City Council amendments to the RECOMMENDATION: Governing Body Rules of Order. 2/25/2021 Legal Committee --43-- City of Roswell, New Mexico  AGENDA ITEM NO. 8 – ABSTRACT LEGAL COMMITTEE MEETING Thursday, February 25, 2021 4:00 PM Roswell Convention & Civic Center 912 N. Main St. Meeting Room A, Roswell, NM 88201 Department Reports City departments that provide reports to the Legal Committee are as follows: • City Clerk • Legal 2/25/2021 Legal Committee --44-- City of Roswell, New Mexico January 2021 Monthly Report – City Clerk’s Office Monthly activities:  Test panic buttons and confirm proper operation  Request to activate/deactivate alarm codes for exit or new employees  Field and answer calls/questions from the public as needed  Field and answer calls/questions staff  Process Inspection of Public Records Act requests (total – 24) o Same requestor total – 7  Review five (5) standing committee meeting agendas and draft minutes  Post five (5) standing committee meeting agendas and approved minutes  Gather data from the five (5) standing committees to prepare the City Council agenda  Review meeting agendas and draft minutes from the P&Z and Airport Advisory Board.  Proof and amend abstracts and attachments for the City Council agenda  Post City Council agenda and approved minutes  Review and amend PowerPoints for City Council meeting  Prepare for City Council meeting  Attend City Council meeting, and various standing committee meetings  Attend various committee meetings to evaluate for coaching  Various training for two temp hires under the Clerk’s Office  Work with advisory boards/commissions/committees on upcoming appointments of members Sharon Coll City Clerk 2/25/2021 Legal Committee --45-- City of Roswell, New Mexico  Legal Department February 2021 Report Litigation Criminal The Legal Department currently has 95 open criminal cases. During the reporting period the Legal Department resolved 15 cases and received 11 new cases from the Municipal Court Civil The Legal Department currently has 11 open civil or administrative matters. Legislative Ordinances During the reporting period the Legal Department is currently working on or recently completed the following ordinances: Ordinance amending Section 2-20 Resolution for Disposition of Surplus Property Chapter 16 Nuisance Ordinance Contracts Review: During the reporting period the Legal Department reviewed 3 contracts or agreements. Draft: During the reporting period the Legal Department drafted or revised 4 contracts or agreements. Other The City Attorney is working with various departments to implement the policy for the disposition of surplus City-owned property The Legal Department, in concert with Human Resources, is interviewing for a new Deputy City Attorney. 2/25/2021 Legal Committee --46-- City of Roswell, New Mexico