On the agenda: Los Lunas meeting — data center (Mar 12)

VILLAGE OF LOS LUNAS
REGULAR COUNCIL MEETING AGENDA
Thursday, March 12, 2026 | 6:00PM
Council Chambers | 660 Main Street
Los Lunas, NM, 87031
ATTENTION:

Village Council meetings are also streamed live via Microsoft TEAMS. You may connect with codes that are available on our website
(www.loslunasnm.gov) and/or https://www.loslunasnm.gov/meeting.
The Village of Los Lunas Council is pleased to have residents of the community take time to attend Village Council Meetings.
Attendance and participation is encouraged. Individuals wishing to be heard during Public Input and Public Hearing proceedings are
encouraged to be prepared and will be limited to three (3) minutes to allow everyone the opportunity to be heard. Public comments
are expected to be constructive and devoid of character assassination. Questions raised on non-agenda items may be answered at a
later date to facilitate proper research. Written comments are welcome and should be given to the Village Administrator prior to the
start of the meeting. Written materials will not be accepted during regular agenda items in the interest of time.
Please turn off or mute all electronic devices during the meeting. Your cooperation is appreciated.

•
•
•

Call Meeting to Order
Pledge of Allegiance
Public Input Forum

Jill Sweeney

TAB

Alex Ochoa

TAB

Michael Jaramillo
TAB

1. Consideration of Ordinance 486 approving a LEDA Project for the benefit of Greater
Kudu, LLC pursuant to the Local Economic Development Act and the Village of Los Lunas
LEDA Plan, providing public support for expansion of the Company’s existing data center
within the Village of Los Lunas and Valencia County from certain local gross receipts tax
revenues generated by construction of the Project.
1.
ACTION REQUESTED OF COUNCIL: Approve or disapprove.

2. Vistas at Los Senderos Unit 1 Infrastructure Acceptance
2.
ACTION REQUESTED OF COUNCIL: Approve or disapprove.

3. Easement Agreement between Village and Westway Six BESS LLC
3.
ACTION REQUESTED OF COUNCIL: Approve or disapprove.
(Tabled at the 2/26/26 council meeting).

If you are an individual with a disability who needs 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 the Deputy Clerk five (5)
days prior to the meeting or hearing at (505) 839-3840.

TAB

TAB

4. Executive Session – pursuant to NMSA 1978 Section §10-15-1(H), the following
matters may be discussed in closed session:
4.
a. Hire Library Technician – Library Department.
b. Hire (2) Parks Technician I – Parks & Recreation Department.
c. Promotion to Detective – Police Department
d. Collective Bargaining Agreement Negotiations – Fire Department
5. Approval of Minutes.
5.
a. Minutes from February 26, 2026, Council Meeting.
6. Adjournment.

If you are an individual with a disability who needs 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 the Deputy Clerk five (5)
days prior to the meeting or hearing at (505) 839-3840.

VILLAGE COUNCIL

Agenda Item Title:

Presenter:
Department:
Meeting Date:
March 12, 2026
Action Requested:

Consideration of Ordinance 486 approving a LEDA Project for the
benefit of Greater Kudu, LLC pursuant to the Local Economic
Development Act and the Village of Los Lunas LEDA Plan, providing
public support for expansion of the Company’s existing data center
Jill Sweeney,
TaftofLaw
within
the Village
LosFirm
Lunas and Valencia County from certain local
gross receipts tax revenues generated by construction of the Project.

Administration, Economic Development Division

☒Approval/Disapproval
☐Public Hearing

☐ Informational
☐Other

OVERVIEW/ ANALYSIS
Greater Kudu LLC (the “Company”) applied for and requested the Village to provide it with certain
public support in connection with the expansion of its data center campus, related facilities and other
potential similar projects (the "Project”) by providing additional public infrastructure to support the
Project and the community (the “Public Improvements”) payable from gross receipt taxes dedicated
by the State, the County, and the Village. The Village, the County, and the Company have concluded
that it is desirable for the Village and the County, rather than the Company, to enter into the
construction and other related contracts for the acquisition, construction and installation of the
Public Improvements. The Village and the Company desire to enter into a PPA with the County and
the State confirming the dedication of the gross receipt tax collected from the Project to the
construction of the Public Improvements and describing the Public Improvements. Additionally, the
County, the Village, and the State will enter into one or more intergovernmental agreements
regulating the distribution and management of the gross receipt taxes dedicated to the Public
Improvements and their construction.

198620815v2

POSSIBLE ACTIONS







Approve item
Approve item, with changes
Deny item
Postpone item to a future meeting (direct staff to conduct further research)
Table item for future discussion (direct staff to conduct further research)
No action at this time

STRATEGIC PRIORITIES ALIGNMENT
☐I-25 Interchange/Los Lunas Boulevard Corridor Project
☐Quality of Life Improvements
☒Infrastructure Improvements
☒Economic Development
☐Personnel
☐N/A

BUDGET IMPACT
Between $14 million - $33 million shared GRT to return to municipalities, depending on final project
construction costs.

LEGAL REVIEW
☒Yes, by:

Taft Law Firm

☐Not applicable

ATTACHMENTS
•

Ordinance 486

•

Form of Project Participation Agreement

•

Form of Intergovernmental Agreement

198620815v2

VILLAGE OF LOS LUNAS, NEW MEXICO
ORDINANCE NO. __486__
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22

AN ORDINANCE APPROVING A LEDA PROJECT FOR THE BENEFIT OF
GREATER KUDU, LLC (TOGETHER WITH ITS ASSIGNS, SUBSIDIARIES,
AND AFFILIATES, THE “COMPANY”), PURSUANT TO THE LOCAL
ECONOMIC DEVELOPMENT ACT AND THE VILLAGE OF LOS LUNAS
LOCAL ECONOMIC DEVELOPMENT ACT PLAN TO PROVIDE PUBLIC
SUPPORT FOR THE EXPANSION OF THE COMPANY’S EXISTING DATA
CENTER CAMPUS, RELATED FACILITIES AND OTHER PERMITTED
SIMILAR PROJECTS (THE “PROJECT”) LOCATED WITHIN
THE
VILLAGE OF LOS LUNAS, NEW MEXICO (THE “VILLAGE”) AND
VALENCIA COUNTY (THE “COUNTY”) FROM CERTAIN LOCAL GROSS
RECEIPTS TAX REVENUE GENERATED BY THE CONSTRUCTION OF
THE
PROJECT;
AUTHORIZING
THE
EXECUTION
OF
AN
INTERGOVERNMENTAL AGREEMENT, A PROJECT PARTICIPATION
AGREEMENT, AND OTHER COOPERATIVE AGREEMENTS OR
MEMORANDA AMONG OR BETWEEN THE STATE OF NEW MEXICO
(THE “STATE”), THE COUNTY, AND THE VILLAGE; AUTHORIZING THE
EXECUTION OF ALL OTHER NECESSARY DOCUMENTS; MAKING
CERTAIN DETERMINATIONS AND FINDINGS RELATING TO THE
PROJECT; RATIFYING CERTAIN ACTIONS TAKEN PREVIOUSLY; AND
REPEALING ALL ACTIONS INCONSISTENT WITH THIS ORDINANCE.

23

NMSA 1978, as amended (the “Act”), authorizes municipalities and counties to provide certain

24

public support to qualifying entities as defined under the Act; and

WHEREAS, the Local Economic Development Act, Sections 5-10-1 through 5-10-17

25

WHEREAS, pursuant to Section 5-10-6 of the Act, the Village Council of the Village of

26

Los Lunas (the “Village Council”) has adopted Ordinance Nos. 400 and 431, now codified at

27

Title 2, Chapter 2.46 of the Village Code of Ordinances, which approved the Village’s Local

28

Economic Development Act Plan, as amended from time to time (the “LEDA Plan”); and

29

WHEREAS, the purpose of the Act and the LEDA Plan is to allow public support of

30

economic development projects to foster, promote and enhance local economic development

31

efforts while continuing to protect against the unauthorized use of public money and other public

32

resources; and

33

WHEREAS, pursuant to the Act and the LEDA Plan, Greater Kudu, LLC, a Delaware

34

limited liability company (together with its assigns, subsidiaries, and affiliates, the “Company”),

35

has applied for and requested that the Village provide certain public support to the Project (as

198343138v1

CONTINUATION PAGE 2

ORDINANCE NO. _486__

1

defined below) in connection with the acquisition, construction, redevelopment, renovation,

2

rehabilitation, equipping and improvement of public infrastructure (the “Infrastructure

3

Improvements”) through the use of eligible funds generated from the Company’s expansion of

4

its data center facility and related infrastructure (the “Facility”) located in the Village of Los

5

Lunas, New Mexico (the “Village”), all within the Village (the “Project”); and

6
7

WHEREAS, the public support provided to the Project pursuant to this Ordinance would
be in exchange for a substantial contribution to the local economy made by the Company; and

8

WHEREAS, the Act and the LEDA Plan require each of the State, the County, and the

9

Village to enter into a project participation agreement with the Company meeting the

10

requirements of Section 5-10-10 of the Act and the LEDA Plan (the “Project Participation

11

Agreement”), including as to LEDA contributions supporting the Project and funded to the

12

Village and the County for the completion of the Infrastructure Improvements from the

13

dedication by: (i) the State of fifty percent of the state gross receipts and compensating tax

14

increments generated by the taxable expenses related to the construction of the Facility for ten

15

years and available for dedication to the Project; and (ii) the Village and the County of fifty

16

percent of the local and county gross receipts and compensating tax increments generated by the

17

taxable expenses related to the construction of the Facility for ten years and available for

18

dedication to the Project; and

19

WHEREAS, on March 4, 2026, the County adopted its own, separate ordinance dedicating

20

fifty percent of the County’s gross receipts and compensating tax increments generated by the

21

taxable expenses related to the construction of the Facility for ten years to the Infrastructure

22

Improvements for the Project; and

23

WHEREAS, the Village staff, with assistance from the State Economic Development

24

Department, has worked with the Company to prepare, and has negotiated the terms of, the

25

Project Participation Agreement with the Company; and

26

WHEREAS, the total amount of public money expended and the value of credit pledged in

27

each fiscal year in which money is expended by the Village for the Project (and any other

28

approved projects) pursuant to the Act does not and will not exceed ten percent (10%) of the

29

general fund expenditures of the Village in such fiscal year, unless an exception in Section 5-10-

30

4(B)(1) through (6) applies; and

198343138v1

CONTINUATION PAGE 3
1

ORDINANCE NO. _486__

WHEREAS, the forms of the proposed Project Participation Agreement and an

2

intergovernmental

agreement

among

the County,

the Village and

the State (the

3

“Intergovernmental Agreement”) have been filed with the Village Clerk and presented to the

4

Village Council; and

5

WHEREAS, after having considered the Project, the Project Participation Agreement, and

6

the Intergovernmental Agreement, the Village Council has concluded that the benefits of the

7

Project to the Village will be substantial, that it is desirable and necessary at this time to

8

authorize the Village to enter into the Project Participation Agreement and the Intergovernmental

9

Agreement, and that the Village’s provision of the support contemplated by the Project

10

Participation Agreement will constitute a valid purpose under the Act;

11

NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE COUNCIL OF THE VILLAGE OF

12

LOS LUNAS, NEW MEXICO:

13

SECTION 1. Findings. The Village Council finds that: (a) the Company is a “qualifying

14

entity” as defined in Subsection 5-10-3(L) NMSA 1978; (b) under the Project Participation

15

Agreement the Company will provide a substantive contribution for the Project as described in

16

Section 5-10-10(B) NMSA 1978; (c) the Project Participation Agreement complies with the

17

requirements of the Act; (d) the benefits of the Project to the Village , in terms of increased tax

18

revenues and other benefits arising from retained and sustained employment, exceed the cost to

19

the Village of providing the support specified in the Project Participation Agreement; and (e) the

20

Project Participation Agreement sets out (i) the contributions to be made by the Village and the

21

Company to the Project, (ii) the security provided to the Village by the Company for any funds

22

from the Project received by the Company from the Village and the Company’s pledge of

23

financial or material participation and cooperation to guarantee the Company’s performance in

24

exchange for any funds from the Project received by the Company from the Village, (iii) a

25

schedule for project development and completion, including measurable goals and time limits for

26

those goals, and (iv) provisions for performance review and actions to be taken upon a

27

determination that performance is unsatisfactory.

28

SECTION 2. Approval of the Project and the Project Participation Agreement. The Village

29

hereby approves the Project and the Project Participation Agreement in the form presented to the

30

Village Council with this Ordinance, which provides, among other things, that the Village will

31

dedicate to the Project fifty percent of the tax revenue attributable to the gross receipts and

198343138v1

CONTINUATION PAGE 4

ORDINANCE NO. _486__

1

compensating taxes imposed by the Village on the Company's receipts for expenses related to the

2

construction of the Facility for ten years (the “LEDA Project Funds”), such amount to be applied

3

to a portion of the costs of the Infrastructure Improvements, in exchange for which the Company

4

will comply with the terms of the Project Participation Agreement. There are hereby

5

appropriated for and dedicated to the Project the LEDA Project Funds generated by the tax

6

revenue attributable to the gross receipts and compensating taxes imposed by the Village on the

7

Company’s receipts for expenses related to the construction of the Facility for ten years.

8

SECTION 3. Authorization. The forms, terms, and provisions of the Project Participation

9

Agreement and the Intergovernmental Agreement, each in the form presented to the Village

10

Council with this Ordinance, are in all respects approved and authorized, and the Village shall

11

enter into such Agreements. The Mayor, or Mayor Pro Tem acting in his or her absence, is

12

authorized to execute the Project Participation Agreement and the Intergovernmental Agreement,

13

with only such changes as are not inconsistent with this Ordinance or such changes as may be

14

recommended by the Village Administrator or the Village’s legal counsel. The Mayor, Mayor

15

Pro Tem, Village Administrator, and other officers of the Village are hereby authorized and

16

directed to execute and deliver all other necessary documents, and to take all action necessary or

17

appropriate to effectuate the provisions of this Ordinance.

18

SECTION 4. Severability. If any section, paragraph, clause or provision of this Ordinance

19

shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of

20

that section, paragraph, clause, or provision shall not affect any of the remaining provisions of

21

this Ordinance.

22

SECTION 5. Repealer. All bylaws, ordinances, resolutions, and orders, or parts thereof,

23

inconsistent with this Ordinance are repealed by this Ordinance but only to the extent of that

24

inconsistency. This repealer shall not be construed to revive any bylaw, ordinance, resolution, or

25

order, or part thereof, previously repealed.

26

SECTION 6. Effective Date. Upon due adoption of this Ordinance, it shall be recorded in the

27

book of ordinances of the Village kept for that purpose, and this Ordinance shall be in full force

28

and effect five days after the publication set forth below, in accordance with law

29

SECTION 7. General Summary for Publication. Pursuant to the general laws of the State, the

30

title and a general summary of the subject matter contained in this Ordinance shall be published

31

in substantially the following form:

198343138v1

CONTINUATION PAGE 5

ORDINANCE NO. _486__

1

(Form of Summary of Ordinance for Publication)

2
3

VILLAGE OF LOS LUNAS, NEW MEXICO
NOTICE OF ADOPTION OF ORDINANCE NO. _486__

4
5
6

NOTICE IS HEREBY GIVEN of the title and of a general summary of the subject matter of
an ordinance, duly adopted and approved by the Village Council of the Village of Los Lunas,
New Mexico (the “Village”) on March 12, 2026.

7

Ordinance No. _486__:

8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26

AN ORDINANCE APPROVING A LEDA PROJECT FOR THE BENEFIT OF
GREATER KUDU, LLC (TOGETHER WITH ITS ASSIGNS, SUBSIDIARIES, AND
AFFILIATES, THE “COMPANY”), PURSUANT TO THE LOCAL ECONOMIC
DEVELOPMENT ACT AND THE VILLAGE OF LOS LUNAS LOCAL ECONOMIC
DEVELOPMENT ACT PLAN TO PROVIDE PUBLIC SUPPORT FOR THE
EXPANSION OF THE COMPANY’S EXISTING DATA CENTER CAMPUS,
RELATED FACILITIES AND OTHER PERMITTED SIMILAR PROJECTS (THE
“PROJECT”) LOCATED WITHIN THE VILLAGE OF LOS LUNAS, NEW MEXICO
(THE “VILLAGE”) AND VALENCIA COUNTY (THE “COUNTY”) FROM
CERTAIN LOCAL GROSS RECEIPTS TAX REVENUE GENERATED BY THE
CONSTRUCTION OF THE PROJECT; AUTHORIZING THE EXECUTION OF AN
INTERGOVERNMENTAL AGREEMENT, A PROJECT PARTICIPATION
AGREEMENT, AND OTHER COOPERATIVE AGREEMENTS OR MEMORANDA
AMONG OR BETWEEN THE STATE OF NEW MEXICO (THE “STATE”), THE
COUNTY, AND THE VILLAGE; AUTHORIZING THE EXECUTION OF ALL
OTHER NECESSARY DOCUMENTS; MAKING CERTAIN DETERMINATIONS
AND FINDINGS RELATING TO THE PROJECT; RATIFYING CERTAIN
ACTIONS TAKEN PREVIOUSLY; AND REPEALING ALL ACTIONS
INCONSISTENT WITH THIS ORDINANCE.

27
28

_486__

The following is a general summary of the subject matter contained in Ordinance No.

29
30
31
32
33
34
35
36

Preamble recites such matters as the authority of the Village to provide public support
for the Company’s expansion of its data center facility and related infrastructure; recites
that, in exchange of the public support provided, the Company will provide substantial
contributions to the local economy; recites that the Village has worked with the State
Economic Development Department (the “State”) to prepare and negotiate the Project
Participation Agreement and other documents to be executed among the State, the
County, the Village and the Company; and recites that the form of Project Participation
Agreement and other documents are on deposit with the Village Clerk.

37
38

SECTION 1 makes certain findings under the Local Economic Development Act and the
Village’s Local Economic Development Act Plan.

39

SECTION 2 approves the Project and the Project Participation Agreement.

198343138v1

CONTINUATION PAGE 6

ORDINANCE NO. _486__

1
2

SECTION 3 directs the officers of the Village Council and employees of the Village to
execute all required documents.

3

SECTION 4 is the Severability clause..

4

SECTION 5 provides that all inconsistent resolutions and ordinances are repealed.

5
6

SECTION 6 provides that the Ordinance shall be in full force and effect five days after
this publication.

7

SECTION 7 provides for summary of the Ordinance to be published.

8
9
10
11
12

Complete Copies of the Ordinance Are on File in the Office of the Village Clerk, 660
Main St., Los Lunas, New Mexico 87031, and Are Available for Inspection or Purchase During
Regular Office Hours.
WITNESS my hand and seal of the Village this 12th day of March 2026.
(SEAL)

13
14
15
16

Gregory D. Martin
Village Administrator and Village Clerk

17
18

198343138v1

CONTINUATION PAGE 7
1

ORDINANCE NO. _486__

PASSED, APPROVED, ADOPTED, AND SIGNED this 12th day of March 2026.
VILLAGE OF LOS LUNAS, NEW MEXICO
VILLAGE COUNCIL MEMBERS

2
3

4
5

CHARLES GRIEGO, MAYOR

6
7
8
9

CHRISTOPHER ORTIZ, COUNCILOR

10
11
12
13

GINO ROMERO, COUNCILOR

14
15
16
17

MATTHEW D. CHAVEZ, COUNCILOR

18
19
20
21

JAMES RUNYON, COUNCILOR

22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39

[SEAL]
ATTEST:

GREGORY D. MARTIN
VILLAGE ADMINISTRATOR/VILLAGE CLERK
APPROVED AS TO FORM

TAFT STETTINIUS & HOLLISTER LLP
SPECIAL COUNSEL

198343138v1

PROJECT PARTICIPATION AGREEMENT
This Project Participation Agreement (this “Agreement”) is made as of [________], 2026,
by and among the VILLAGE OF LOS LUNAS, NEW MEXICO (the “Village”); VALENCIA
COUNTY, NEW MEXICO (the “County”); the NEW MEXICO ECONOMIC DEVELOPMENT
DEPARTMENT (“EDD” and together with the Village and the County, the “Contributors”), as
agent for the State of New Mexico (the “State”); and GREATER KUDU LLC, a Delaware limited
liability company, a Delaware limited liability company (the “Project Party,” and together with the
Contributors, the “Parties” and each a “Party”).
RECITALS:
A.

Pursuant to the Local Economic Development Act, Chapter 5, Article 10 NMSA

1978 (the “Act”), the Village adopted Ordinance Nos. 400 and 431, now codified at Title 2,
Chapter 2.46 of the Village Code of Ordinances, which approved the Village's Local Economic
Development Act Plan (as amended from time to time, the “Village LEDA Plan”).
B.

Pursuant to the Act, the County adopted Ordinance No. 2021-05, which approved

the County's Local Economic Development Act Plan (as amended from time to time, the “County
LEDA Plan,” and together with the Village LEDA Plan, the “LEDA Plan”).
C.

The Project Party currently operates a data center located in the Village, within the

County (the “Facility”).
D.

The Project Party has submitted an application to the [Village and the

County][EDD] (the “Application”), included as Schedule B hereof, to provide assistance under the
LEDA Plan. In the Application, the Project Party has proposed that the Project Party would expand
its Facility in exchange for certain public support (the “Project”). The Application further requests
that the Village act as the fiscal agent with respect to an amount to be made available to the Village
by the New Mexico Economic Development Department and the County.
E.

The Village has adopted Ordinance No. [___] approving the economic

development project (the “Village Project Ordinance”), (i) finding that the Project Party is a
qualifying entity as defined in Section 5-10-3(L) NMSA 1978; (ii) approving the Application for
assistance with the Project pursuant to the Village LEDA Plan, which Application proposed that
the Village direct 50% of the Village’s gross receipts and compensating tax (“GRT”) increment

198093537v3

generated by the taxable expenses related to the construction of the Project, as contemplated under
Section 5-10-17(B) NMSA 1978, during the term of this Agreement pursuant to Sections 5-10-14
and Sections 5-10-17 NMSA 1978 (the “Village Increment”), all to finance certain statutorily
eligible expenses of public infrastructure needed to support the Project (as further described in
Exhibit A hereof, the “Infrastructure Improvements”); and (iii) approving this Agreement.
F.

The County has adopted Ordinance No. 2026-[_] approving the economic

development project (the “County Project Ordinance,” and together with the Village Project
Ordinance, the “Project Ordinances”), (i) finding that the Project Party is a qualifying entity as
defined in Section 5-10-3(L) NMSA 1978; (ii) approving the Application for assistance with the
Project pursuant to the County LEDA Plan, which Application proposed that the County direct
50% of the County’s GRT increment generated by the taxable expenses related to the construction
of the Project, as contemplated under Section 5-10-17(B) NMSA 1978, during the term of this
Agreement pursuant to Sections 5-10-14 and 5-10-17 NMSA 1978 (the “County Increment”) to
finance the Infrastructure Improvements; and (iii) approving this Agreement.
G.

By entering this Agreement, EDD approves the Application for assistance with the

Project, which Application proposed that the State direct 50% of the State’s GRT increment
generated by the taxable expenses related to the construction of the Project, as contemplated under
Section 5-10-17(A) NMSA 1978, during the term of this Agreement pursuant to Sections 5-10-14
and 5-10-17 NMSA 1978 (the “State Increment” and together with the Village Increment and the
County Increment, the “GRT Increment”) to finance the Infrastructure Improvements.
H.

The Parties understand that GRT rates change from time to time at either the

beginning of a calendar year or at the beginning of a fiscal year, and the actual rates of the Village
Increment, County Increment, and State Increment may change proportionately to each
Contributor’s total GRT increment, [which total increments as of the date of this Agreement are
contained in Exhibit B], during the term of this Agreement.
I.

The Parties have also concluded that it is desirable for the Village [and the County],

rather than the Project Party, to enter into the construction and other related contracts for the
acquisition, construction and installation of the Infrastructure Improvements (as defined herein)
and for the reimbursement to the Village [and the County] of the costs thereof from certain funds
of the Contributors.

2
198093537v3

AGREEMENT
1.

Definitions: In addition to the terms defined elsewhere in this Agreement, including

the Recitals above, the following terms shall have the following meanings in this Agreement:
“Infrastructure Improvements” shall mean all infrastructure improvements described in
Exhibit A of this Agreement.
“Proportionate Share” shall mean, with respect to each Infrastructure Improvement, the
percentages set forth opposite such Infrastructure Improvement on Exhibit A to this Agreement.
2.

GRT Increment Contribution: The Village has dedicated by ordinance the Village

Increment, the County has dedicated by ordinance the County Increment, and EDD agrees to
dedicate the State Increment to the Local Economic Development Act fund created by Section
5-10-14 NMSA 1978 (the “Fund”) for purposes related to all LEDA-eligible expenses associated
with the construction of the Infrastructure Improvements . The New Mexico Taxation and Revenue
Department will distribute the dedicated GRT Increment from the Fund as described in Section 3
herein.
3.

GRT Increment Distributions

A.

The Contributors anticipate that the GRT Increment will be deposited into the Fund
as contemplated under Section 5-10-14(B) NMSA 1978 and delivered to the
Village, as fiscal agent for the State and the County on the Project in connection
with the Project Ordinances and the IGA. Upon receipt of the GRT Increment, the
Village will [place the GRT Increment into a separate account established in
connection with the Project (the “Special Fund”)].

B.

The Contributors agree that their respective portions of the GRT Increment
collected and generated by the taxable expenses related to the construction of the
Project will be used by the Village, as fiscal agent for the State and the County, or
partially distributed to the County by the Village, by the Termination Date (as
defined herein). If by the Termination Date $350,000,000 in expenses related to the
construction of the Project in the State have not accrued, the Project Party will
cooperate with the Village, the County, and EDD in satisfying their obligations
under Section 5-10-17(A)(2) NMSA 1978 to collect the public support provided to
the Project Party.

3
198093537v3

C.

[Taxable transactions that are eligible to generate GRT Increment will be reported
with Location Code [_____]][The Contributors will provide to Project Party as
soon as it is available from the New Mexico Taxation and Revenue Department the
specific reporting code for the Project.][NEED TO DISCUSS WITH TRD]

D.

Project Party agrees to provide to the Contributors all documentation as required in
Section 5-10-17(A)(5) NMSA 1978 prior to the end of each month so that the
Contributors will have sufficient time to confirm and verify all funds have been
duly submitted and collected.

E.

Project Party will require all contractors and subcontractors for the Project to
provide monthly to Project Party documents consistent with the requirements of
Section 5-10-17(A)(5) NMSA 1978, such as the CRS-1 (or its equivalent) filing to
the New Mexico Taxation and Revenue Department, redacted to reflect GRT
related to the Project or the specific reporting code for the Project. Project Party
will provide a copy of all CRS-1s for the Project as well as a summary reflecting
all GRT related to the Project on a monthly basis to the Village’s Economic
Development Department, the County, and EDD, all addressed as directed by such
entities.

4.

Infrastructure Improvements:

A.

Qualifying Project: The Contributors have deemed the Project to be a qualifying

project under the Act and the LEDA Plan. Neither the Village, the County, nor the Project Party
is under any obligation to construct, install or acquire the Infrastructure Improvements. The
Infrastructure Improvements will be constructed, installed or acquired, if at all, in such order and
at such rate and times as the Village, the County, and the Project Party deem appropriate.
B.

Infrastructure Improvements:
(1)

To the extent of moneys available in the Special Fund, the [Village and the

County] shall construct, install or acquire the Infrastructure Improvements identified in Exhibit A
hereof. The [Village and the County have] agreed to enter into such contracts as are necessary and
appropriate to have the Infrastructure Improvements acquired, constructed and installed; provided
that such improvements shall be payable solely from the GRT Increment and, if applicable, the
4
198093537v3

Proportionate Share Fund (as defined herein). [The Village and the County may enter into a
memorandum of understanding or other intergovernmental agreement (the “MOU”) to agree on
the priority of each project, order of execution, budget, and party responsible for construction and
contracting.] In no event shall the [Village or the County] be liable for any payments to the
contractors for the Infrastructure Improvements, other than as provided in the immediately
preceding sentence.
(2)

The only recourse for payment of the GRT Increment are the revenues

collected from gross receipts taxes paid by the Project Party, either directly or indirectly, as
evidenced by the applicable forms described in Section 3 above, and the Contributors have no
other liability of whatever kind, whether in law or equity, relating to the GRT Increment .
C.

Village and County Obligations:
(1)

The [Village] shall pay from the GRT Increment the actual amount of the

cost of the Infrastructure Improvements, in accordance with Section 4.C(3) below. The GRT
Increment paid for the Infrastructure Improvements shall not exceed the actual cost thereof. The
GRT Increment shall not be used for any purpose other than paying the cost of the Infrastructure
Improvements.
(2)

The Village shall deposit into the Special Fund on a monthly basis, the

portion of the GRT Increment which derives from monthly distributions from the New Mexico
Taxation and Revenue Department and reflect a two-month lag from actual revenue collections.
(3)

The [Village] shall make payments for the Infrastructure Improvements

from time to time pursuant to the contracts entered into by the Village [and/or the County] for such
Infrastructure Improvements from amounts accumulated in the Special Fund and the amounts, if
any, available in the Proportionate Share Fund established pursuant to Section 4.D. Such costs
shall not be paid unless they qualify under LEDA.
D.

Insufficient Moneys: If, at any time, there are insufficient moneys in the Special

Fund to pay the costs then due and payable of any element of the Infrastructure Improvements, the
County and the Village, subject to Section 4E of this Agreement, agree to contribute their
Proportionate Share of the shortfall with respect to such element. The Proportionate Share moneys
5
198093537v3

contributed by the Village and the County shall be deposited by the Village in a special fund (the
“Proportionate Share Fund”) and used only to pay costs of such element or elements of the
Infrastructure Improvements. In the event the County or the Village does not pay its Proportionate
Share when required pursuant to the foregoing provisions of this Section 4D, the Village [and the
County, as applicable], may, at their sole option, cease work on the element of the Infrastructure
Improvement for which the shortfall exists. In such event, any moneys on deposit in the
Proportionate Share Fund shall be repaid to the Party which paid such amount.
E.

Appropriation Required: The obligation of the Village and the County to pay their

Proportionate Share pursuant to Section 4D is expressly subject to appropriation of such amounts
by the Village Council and the Board of County Commissioners (each, a “Governing Body”)
respectively. This Agreement shall not directly or indirectly obligate the Village or the County to
make any payments pursuant to Section 4.D beyond those for which an appropriation has been
effected by the appropriate Governing Body for its then current fiscal year. It is the intention of
the Village and the County that any decision to effect an appropriation for the payment of its
Proportionate Share shall be made solely by the applicable Governing Body and not by any other
official of the Village or the County and the decision to make such appropriation is in the complete
discretion of the applicable Governing Body. Nothing in Section 4.D of this Agreement shall be
construed or interpreted as a delegation of governmental powers or as creating a direct or indirect
debt or other financial obligation whatsoever of the Village or the County or a general obligation
or other indebtedness of the Village or the County within the meaning of any constitutional or
statutory debt limitation.
5.

Substantive Contribution by the Project Party: The Project Party will materially

participate by acting as developer of the Project. The terms and provisions of the Project
Ordinances and Application are incorporated into this Agreement by reference, and the Project
Ordinances and Application are attached hereto as Schedule A and Schedule B, respectively. As
set forth in the Application, the Project Party will operate the Facility for a minimum of 10 years
and invest a minimum of $350,000,000 in the construction of the Project.
6.

Security Provided to Village:

A.

As security for its obligations hereunder, the Project Party has obtained a

commitment of its parent, Facebook, Inc., (“Parent”) in the amount equal to (i) any funds received

6
198093537v3

by the Project Party from the GRT Increment pursuant and (ii) any funds provided by the Village
or the County pursuant to Section 4.F of this Agreement and delivered to the Project Party
(collectively, the “Commitment”) which shall remain in effect during the term of this Agreement.
B.

If the Project Party fails to satisfy its payment obligations under Section 3(B)

hereof, pursuant to the Commitment the Parent shall reimburse the Village for all of the public
support provided to the Project Party.
C.

Funds recovered by the Village pursuant to the Commitment, if any, shall be paid

to the Contributors, proportionately based upon the amount of funds contributed by each
Contributor as compared to the other Contributors, within 30 days after they are received by the
Village from the Parent, and any property acquired or developed by the Village as a result of the
Project , shall be used by the Village for future economic development purposes only.
7.

Administrative Fees and Third Party Fees: The Project Party agrees to pay the

Village, upon the Village’s request following the Effective Date, an administrative fee not to
exceed $[_______], plus New Mexico gross receipts tax, to defray the Village’s actual
administrative expenses incurred in good faith in connection with this Agreement and the Project
Property, including, but not limited to, review of such forms as may be created by the State of New
Mexico for purposes of identifying applicable gross receipts tax and calculation of the Increment
Revenues. From time to time, upon depletion of the administrative fee, the Village may request,
and the Project Party shall authorize within 14 days of such request, the deposit by the Village of
additional amounts from the GRT Increment deemed by the Village to be necessary to replenish
the administrative fee for the purposes contemplated in this section. In addition, the Project Party
will promptly pay or reimburse the Village and the County for all reasonable third-party expenses,
which expenses may include, but are not limited to, those related to inspections of completed
Infrastructure Improvements and performance review of audits related to the Project. The Project
Party also will promptly pay or reimburse the Village and the County for the reasonable legal fees
of outside counsel incurred by the Village and the County in good faith in connection with
professional services relating to any default by the Project Party under this Agreement.
7
198093537v3

8.

Ratification: The Contributors and the Project Party, respectively, hereby ratify all

actions consistent with this Agreement that the Village or the Project Party or their respective
agents may have taken in furtherance of the development of the Project Property.
9.

Term of Project Participation Agreement: This Agreement will terminate on the

earliest to occur of (a) the tenth anniversary of the Effective Date (the “Termination Date”), (b) the
date on which the Village has paid all approved costs of the Infrastructure Improvements from the
sources provided in this Agreement, or (c) the date on which electricity use associated with the
Project is no longer subject to gross receipts tax. The Project Party may terminate this Agreement
at any time, with no further obligations, and Contributors will be released of their obligation to
contribute the GRT Increments to the Fund. Upon termination of this Agreement and payment of
all funds due to the Village, the Fund created hereunder shall be dissolved, and any amounts
remaining in the Fund shall be returned to the applicable Contributor to be included in their general
fund. Notwithstanding the foregoing provisions of this Section 9, if the Parent and/or the Project
Party have been requested to pay any other amounts owed under this Agreement required to be
paid by the Parent or the Project Party (including amounts required by Section 5-10-17(A)(2)
NMSA 1978 or the amounts described in Section 6.B), this Agreement shall not terminate until
the Contributors have received payment in full of the amount so requested.
10.

Miscellaneous:

A.

Successors and Assigns: Subject to Section 10.E herein, this Agreement binds and

inures to the benefit of the Contributors and the Project Party and their respective successors and
assigns.
B.

Changes to Agreement: This Agreement may be amended or modified only in a

written instrument duly executed by the Contributors and the Project Party.
C.

Further Assurances: Consistent with the terms and conditions hereof, each the

Contributors and Project Party will execute and deliver such instruments, certificates and other
documents and take such other action as any other Party may reasonably require in order to carry
out this Agreement and the transactions contemplated hereby.
D.

Delays or Omissions: No delay or omission to exercise any right, power or remedy

accruing to any Party , upon any breach or default of any other Party, shall impair any such right,
power or remedy of such non-breaching or non-defaulting Party nor shall it be construed to be a
waiver of any such breach or default, or an acquiescence therein, or of in any similar breach or
8
198093537v3

default thereafter occurring; nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit,
consent or approval of any kind or character on the part of any Party of any breach or default under
this Agreement, or any waiver on the part of any Party of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent specifically set forth in
such writing. All remedies, either under this Agreement or by law or otherwise afforded to any
Party, shall be cumulative and not alternative.
E.

Assignment: This Agreement may not be assigned by the Contributors without the

consent of the Project Party. The rights of the Project Party under this Agreement may be assigned
by the Project Party without the approval of the Village. No such assignment will relieve the
Project Party from liability for the performance of its obligations under this Agreement to the same
extent as though no assignment, had been made, unless (i) such assignment is to an affiliate of the
Project Party, or (ii) such assignment is made to a person or entity having net assets or a net worth
of at least equal to the lesser of (1) net assets or net worth of the Project Party at the time of such
transaction or (2) ten percent (10%) of the fair market value of the Project Property at the time of
such transfer, or (iii) with the written consent of the Village, which consent shall not be
unreasonably withheld, conditioned or delayed. If an assignment is made to a person or entity that
qualifies under subsection (i) of this Section 10.E, then, in such event, the Project Party, as
transferor, shall be relieved from all further liability under this Agreement from and after the
effective date of such assignment the transferee shall thereafter be the “Project Party” for all
purposes hereunder. If an assignment is made to a person or entity that qualifies under subsection
(ii) of this Section 10.E, then, in such event, the Project Party, as transferor, and the Parent shall
be relieved from all further liability under this Agreement from and after the effective date of such
assignment, and the transferee shall thereafter be the “Project Party” and the “Parent” for all
purposes hereunder. If a transfer is consented to by the Village under this subsection 10.E(iii),
then, in such event, the transferee shall thereafter be the “Project Party” for all purposes, but the
transferor and the Parent shall be relieved of all further liability under this Agreement from and
after the effective date of such transfer only to such extent as may be set forth in such consent. The
Project Party will, no later than 30 days after the effective date of any assignment described in
Section 10.E furnish or cause to be furnished to the Village a true and complete copy of such
assignment.
9
198093537v3

F.

Severability: If any provision of this Agreement becomes or is found to be illegal

or unenforceable for any reason, such provision may be modified to the extent necessary to make
this Agreement legal and enforceable. If such provision cannot be so modified, it shall be severed
from this Agreement and the remainder of this Agreement shall remain in full force and effect.
G.

Indemnity: The Project Party shall defend, indemnify and hold harmless the

Contributors and their officials, agents and employees from and against any and all claims, actions,
suits or proceedings of any kind brought against said persons because of any injury or damage
received or sustained by any person, persons or property arising out of or resulting from any
asserted act or omission, neglect or misconduct of Project Party or Project Party ’s agents or
employees or any subcontractor or its agents or employees.
H.

Attorney’s Fees and Costs: The Project Party agrees to pay to the State, Village,

and County all costs and expenses, including reasonable attorney’s fees, actually incurred by the
State, Village, and County in exercising any of its rights or remedies in connection with the
enforcement of this Agreement arising by an event of default by the Project Party.
I.

Counterparts: This Agreement may be executed in any number of counterparts,

each of which is an original and all of which taken together constitute one instrument.
J.

Governing Law: This Agreement is governed by and is to be construed in

accordance with the law of the State of New Mexico, without regards to its conflicts of laws
provisions, and the laws, rules and regulations of the Village and the County. The exclusive venue
for actions arising out of this Agreements shall be the Thirteenth Judicial District Court of the State
of New Mexico sitting in Valencia County, New Mexico, and the parties agree to submit to its
jurisdiction.
K.

Electronic Signatures: Authenticated electronic signatures are legally acceptable

pursuant to Section 14-16-7 NMSA 1978. The Parties agree that this Agreement may be
electronically signed and that the electronic signatures appearing on the Agreement are the same
as handwritten signatures for the purposes of validity, enforceability, and admissibility.

[Remainder of page intentionally left blank.]

10
198093537v3

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
GREATER KUDU LLC,

VILLAGE OF LOS LUNAS, NEW MEXICO

a Delaware limited liability company

By __________________________________ By __________________________________
[Vice President]

Mayor

VALENCIA COUNTY, NEW MEXICO

NEW MEXICO ECONOMIC
DEVELOPMENT DEPARTMENT

By __________________________________

By __________________________________

Chair

[Authorized Signatory]

[Signature page to Project Participation Agreement]

11
198093537v3

12
198093537v3

The Parent hereby acknowledges its Commitment described in Section 6 of this Project
Participation Agreement dated _______ __, 2026, among the Village of Los Lunas, New Mexico;
Valencia County, New Mexico; the New Mexico Economic Development Department; and
Greater Kudu LLC, a Delaware limited liability company.

FACEBOOK, INC.,
a Delaware corporation

By:
Name:
Title:

[Signature page of Parent as to Section 6 of the Project Participation Agreement]

13
198093537v3

SCHEDULE A
Project Ordinances

14
198093537v3

SCHEDULE B
Application

15
198093537v3

EXHIBIT A
Infrastructure Improvements
[TO BE UPDATED; NEED TO DISCUSS PRIORITY]
Village

Proportionate Proportionate

Infrastructure

Share

Improvement
New Mexico Highway 6 Intersection Improvements and
Connectivity
Huning Ranch Loop East
Huning Ranch Loop West
Eastside Expansion (Feasibility Study)
Safety Corridor (Manzano Expressway)
Contingency Infrastructure Improvement:
Los Lunas West Loop

16
198093537v3

County
Share

[EXHIBIT B]
GRT Increment as of March 31, 2026

Jurisdiction

Increment

Village
County
State

Total Increments as of March 31, 2026

Jurisdiction
Village
County
State

198093537v3

Increment

INTERGOVERNMENTAL AGREEMENT
BETWEEN
THE NEW MEXICO ECONOMIC DEVELOPMENT DEPARTMENT,
VALENCIA COUNTY AND THE VILLAGE OF LOS LUNAS

This Intergovernmental Agreement (“Agreement”) is entered into as of [March 31], 2026,
among the New Mexico Economic Development Department (“EDD”), the Village of Los Lunas,
New Mexico (“Village”), and Valencia County, New Mexico (“County” and collectively referred
to as “the Parties”).
SECTION 1:

RECITALS:

WHEREAS, the purpose of the Local Economic Development Act, Chapter 5, Article 10
NMSA 1978 (“LEDA”), is to provide “public support for economic development to foster,
promote and enhance local economic development efforts…;” and
WHEREAS, the Village has adopted Ordinance Nos. 400 and 431, now codified at Title 2,
Chapter 2.46 of the Village Code of Ordinances, approving an economic development plan for the
Village that promotes economic development within the Village (“Village LEDA Plan”); and
WHEREAS, the County has adopted Ordinance No. 2021-05, approving an economic
development plan for the County that promotes economic development within the County (as
amended by the Village Ordinance, the “County LEDA Plan”); and
WHEREAS, the Village has adopted Ordinance No. [____] on March 12, 2026 (the
“Village Ordinance”) to approve the economic development project proposed by Greater Kudu
LLC, a Delaware limited liability company (“Kudu” or the “Company” or the “Qualifying Entity”)
pursuant to which Kudu will expand a data center facility located in the Village, within the County
(“Project”) and will operate the facility for a minimum of 10 years and invest a minimum of
$350,000,000 in the construction of the Project; and
WHEREAS, the Village has committed 50% of the Village’s gross receipts and
compensating tax (“GRT”) increment generated by the taxable expenses related to the construction
of the Project to the construction of the Public Infrastructure pursuant to Sections 5-10-14 and 510-17 NMSA 1978 (the “Village Increment”); and
1
198291988v4

WHEREAS, the County has adopted Ordinance No. [_____] on March 4, 2026 (the
“County Ordinance”) to approve the Project pursuant to the County LEDA Plan, which approves
the County commitment of 50% of the County’s GRT increment generated by the taxable expenses
related to the construction of the Project to the construction of the Public Infrastructure pursuant
to Sections 5-10-14 and 5-10-17 NMSA 1978 (the “County Increment”); and
WHEREAS, EDD has approved the Project and commits 50% of the State’s GRT
increment generated by the taxable expenses related to the construction of the Project to the
construction of the Public Infrastructure pursuant to Sections 5-10-14 and 5-10-17 NMSA 1978
(the “State Increment” and together with the Village Increment and County Increment, the “GRT
Increment”); and
WHEREAS, Kudu has entered into a Local Economic Development Project Participation
Agreement (hereinafter “PPA”) with the Parties and, pursuant to the terms of that PPA, Kudu will,
among other things, invest a minimum of $350,000,000 in the construction of the Project. A copy
of the PPA is attached hereto as Exhibit A; and
WHEREAS, the Project will achieve job growth within the Village and County, thereby
making a positive substantive contribution to the community; and
WHEREAS, the State Taxation and Revenue Department will transfer the GRT Increment
to the Local Economic Development Act Fund (the “LEDA Fund”) as contemplated under Section
5-10-14 NMSA 1978 for use in the Project; and
WHEREAS, EDD will transfer the GRT Increment from the LEDA Fund to the Village
based on Kudu tax filings with the State Taxation and Revenue Department. Upon receipt, the
Village will place the GRT Increment into a special fund established in connection with the Project,
as required by law.
WHEREAS, EDD, the Village and the County desire to enter into this Agreement as
necessary to facilitate disbursement of funds for the Project;
NOW THEREFORE, the Parties do hereby agree to the following terms and conditions
to accomplish the Project.
SECTION 2.

PURPOSE OF AGREEMENT:
2

198291988v4

The purpose of this Agreement is to place the primary responsibility on the Village for
overseeing and administering (i) the State Increment, (ii) the County Increment disbursed in
connection with the disbursement of the GRT Increment by EDD, and (iii) the Village Increment
disbursed in connection with the disbursement of the GRT Increment by EDD, all to support the
Project.
The Parties agree that any and all State Increment and County Increment received will be
accounted for by Village as the fiscal agent for EDD and the County in accordance with the
procedures the Village will use to account for its own funds used to implement the Project.
SECTION 3.

SCOPE OF WORK:

The Village will act as fiscal agent for the State Increment and County Increment supporting
the Project. The State Increment and County Increment will be granted to the Village to assist
with the construction of the Public Infrastructure. The Company has agreed in the PPA that it
will operate the facilities for a period of ten years and will invest a minimum of $350,000,000 in
the construction of the Project. All the terms, conditions and requirements set forth under the PPA
are incorporated into this Agreement by reference
If by [March 31], 2036, $350,000,000 in expenses related to the construction of the
Project in the State have not accrued, Kudu will cooperate with the Village, the County and EDD
in satisfying their obligations pursuant to Section 5-10-17(A)(2) NMSA 1978 to collect 100% of
all GRT Increment received by Kudu, and the Village as fiscal agent under this Agreement will
distribute the recovered GRT Increment to EDD, the County, and the Village based on respective
GRT Increment contributions.
SECTION 4. VILLAGE OF LOS LUNAS RESPONSIBILITIES:
The Village shall:
A.

Serve as Fiscal Agent for the State Increment transferred to it under this Agreement;

B.

Provide the County with reports, as provided herein, related to the GRT Increment
deposited in the LEDA Fund and serve as Fiscal Agent for the County Increment
transferred to it under this Agreement;

C.

Complete all of the following goals identified in this Agreement within the time
limits agreed upon by the Parties:
3

198291988v4

i.

distribute the County Increment transferred to the Village to the County as

provided for in the PPA;
ii.

if and when provided in the PPA, distribute a portion of the State Increment

transferred to the Village to the County;
iii.

account for receipts and disbursements of said monies;

iv.

provide EDD and the County with any required financial documentation
pertaining to such disbursements; and

v.

submit all required and reasonably requested documentation to EDD and
the County.

D.

Any funds recaptured by the Village as the result of enforcing the provisions of the
PPA will be used in accordance with Section 3 of this Agreement.

SECTION 5.

VILLAGE CERTIFICATIONS:

As Fiscal Agent, the Village hereby represents and agrees that:
A.

It will comply with all applicable State laws, regulations, policies, guidelines and
requirements with respect to the acceptance and use of State Increment and County
Increment;

B.

It has the legal authority to receive and expend the State Increment and County
Increment;

C.

It will enforce the provisions of the Village Ordinance;

D.

It has exercised due diligence in evaluating the Project as a project with potential
long term economic development benefits and will, upon request, provide EDD
and the County with copies of all documentation and references to expertise it has
relied upon in approving the Project, including all documentation received from
Kudu, with the understanding EDD and the County independently approved the
Project;

E.

It has entered into a PPA and has obtained all financial documentation it has
deemed appropriate to protect the Village’s investment in the Project;

F.

It will notify EDD and the County of any default on the part of Kudu of which it
4

198291988v4

becomes aware within 10 days of becoming aware of the event of default. Further,
the Village shall provide the opportunity for any default to be cured by Kudu in
accordance with the PPA.
G.

It will comply with the Village’s procurement code and will keep files of all related
procurement documents, including but not limited to requests for professional
services, advertisements, minutes of pertinent meetings, selection and award
criteria, contacts, subcontracts and agreements;

H.

It has complied with Article IX, Section 14, of the New Mexico Constitution
known as the “anti-donation clause.”

SECTION 6.
A.

EDD RESPONSIBILITIES:
EDD shall:
i.

Transfer to the Village the GRT Increment from the LEDA Fund pursuant
to Section 5-10-14 NMSA 1978 to be used for the Project. Such transfer
from the LEDA Fund shall be effected within thirty (30) days after deposit
of the GRT Increment in the LEDA Fund. The State Increment shall be
used only for the purpose stated in this Agreement.

ii.

At its discretion, review and audit the Project if it is deemed to be necessary
or desirable.

SECTION 7.

COUNTY RESPONSIBILITIES:

A. The County:
i.

Has authorized the State Taxation and Revenue Department’s transfer of
the County Increment to the LEDA Fund to be used for the Project pursuant
to Section 5-10-14 NMSA 1978 to be used for the Project. The County
Increment shall be used only for the purpose stated in this Agreement.

ii.

Shall, at its discretion, review and audit the Project if it is deemed to be
necessary or desirable.

SECTION 8.

TERM OF AGREEMENT:

This Agreement shall become effective on the date it is fully executed and shall terminate
upon termination of the PPA.
5
198291988v4

SECTION 9.

LIABILITY:

No party shall be responsible for liability incurred as a result of the other party’s acts or
omissions. Any liability incurred in connection with this Agreement is subject to the immunities and
limitations of the New Mexico Tort Claims Act. The Village, the County and EDD may agree to
reimburse one another under these liability provisions, subject to sufficient appropriation by the New
Mexico Legislature or sufficient funds being available to the party, as determined by the party
responsible for payment.
SECTION 10.
A.

RECORDS; RETURN OF SURPLUS FUNDS:
The Village shall keep such records as will fully disclose the amount and
disposition of the total funds from all Village, County and State sources budgeted
for the Project, the purposes for which such funds were used and such other
records as EDD and the County may require.

B.

If, upon the expiration of the Project or the termination date of this Agreement,
any surplus funds received from the State or the County are possessed by Village,
Village shall return said funds to EDD and County, as appropriate, for disposition
in accordance with law.

SECTION 11.

STRICT ACCOUNTABILITY:

The Village shall be strictly accountable for receipts and disbursements relating hereto
and shall make all relevant financial records available to EDD, the County and the New Mexico
State Auditor quarterly or upon request, and shall maintain all such records for a period of six (6)
years following completion of all the records and any audits.
SECTION 12.

REPORTS:

The Village shall provide to EDD and the County copies of all reports received by the
Village from the Company pursuant to the terms of the PPA. At the request of EDD or the
County, the Village will request that Kudu provide to the Village, the County and EDD an
affidavit signed by an officer of Kudu indicating the economic performance targets have been
met as required under the PPA. The Village will provide EDD and the County with information
regarding problems or delays encountered with respect to the Project and the reasons therefor
6
198291988v4

and such other information pertaining to the Project as may be requested by EDD or the County.
SECTION 13.

NOTICES; REPRESENTATIVES OF THE PARTIES:

Any notice required to be given to any party by this Agreement shall be in writing and
shall be delivered in person, by courier service or by U.S. Mail, either first class or certified,
return receipt requested, postage prepaid, as follows. The parties hereby designate the
individuals named below as their representative responsible for overall administration of this
Agreement.
To EDD:
____________________________
____________________________
Joseph Montoya Building
1100 St. Francis Drive
Santa Fe, New Mexico 87505
To the County:
Valencia County
Attn: County Manager
(Jhonathan Aragon)
444 Luna Avenue
Los Lunas, NM 87031
To the Village:
Village of Los Lunas
Attn: Economic Development Division
(Victoria Archuleta)
660 Main St. NW
Los Lunas, NM 87031
SECTION 14. AMENDMENTS:
This Agreement shall not be altered, changed or amended, except by instrument in writing
executed by all of the Parties hereto.
SECTION 15.

GOVERNING LAW:

This Agreement shall be governed by the laws of the State of New Mexico.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
7
198291988v4

IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the last date of signature below,

VILLAGE OF LOS LUNAS, NEW MEXICO

By: _________________________________
Name: Charles Griego
Title: Mayor

APPROVED AS TO FORM

By: _________________________________
Attorney for the Village of Los Lunas

NEW MEXICO ECONOMIC DEVELOPMENT DEPARTMENT

By: ___________________________________
Name: Rob Black
Title: Cabinet Secretary

APPROVED AS TO FORM

By: __________________________________
Name: ____________________________
Title: General Counsel

(Signature Page IGA META 2026 S-1)
198291988v4

VALENCIA COUNTY, NEW MEXICO

By: _________________________________
Name: Jhonathan Aragon
Title: County Manager

APPROVED AS TO FORM

By: _________________________________
Attorney for Valencia County

(Signature Page IGA META 2026 S-2)
198291988v4

VILLAGE COUNCIL

Agenda Item Title:

Vistas at Los Senderos Unit 1 Infrastructure Acceptance

Presenter:

Alex Ochoa

Department:
Meeting Date:
Action Requested:

Community Development Department
March 12, 2026
☒Approval/Disapproval
☐Public Hearing

☐ Informational
☐Other

OVERVIEW/ ANALYSIS
Community Design Solutions LLC, acting agent for LGI Homes NM, is requesting infrastructure
acceptance for the Vistas at Los Senderos Unit 1 subdivision. The Village engineer, Molzen-Corbin, in
coordination with the applicant and Public Works has recommended final approval of the installed
infrastructure for the subdivision.

POSSIBLE ACTIONS







Approve item
Approve item, with changes
Deny item
Postpone item to a future meeting (direct staff to conduct further research)
Table item for future discussion (direct staff to conduct further research)
No action at this time

STRATEGIC PRIORITIES ALIGNMENT
☐I-25 Interchange/Los Lunas Boulevard Corridor Project
☐Quality of Life Improvements
☐Infrastructure Improvements
☐Economic Development
☐Personnel
☒N/A

BUDGET IMPACT
n/a

LEGAL REVIEW
☐Yes, by:
☒Not applicable

ATTACHMENTS
• Request for infrastructure acceptance from CDSNM
• Final review letter from Molzen-Corbin

February 20, 2026
Mr. Alex Ochoa, AICP, CFM
Community Development Director
Village of Los Lunas
660 Main Street NW
Los Lunas, New Mexico 87031
RE: Vistas at Los Senderos Subdivision - Unit 1 and Huning Ranch Loop Offsite Improvements / Final
Acceptance by Council
Dear Mr. Ochoa:
In response to Molzin-Corbin’s completed infrastructure acceptance letter dated February 19, 2026, submitted to
the Village of Los Lunas, Community Design Solutions, LLC (CDS), on behalf of LGI Homes, Representatives from
Salls Brothers, and Molzen-Corbin, submits this request to have the infrastructure final acceptance placed on the
Council agenda for the March 12, 2026 Council hearing, which is scheduled for 6:00pm and is to be held at Village
of Los Lunas, 660 Main St. NW in Los Lunas, NM 87031.
Please respond with concurrence of this request. Let us know if you have any questions or require additional
information.
Sincerely,

Community Design Solutions, LLC
Hugh Floyd, P.E.
CDS | Managing Member
505-366-4187

cc:

Mr. Michael C. Jaramillo, MPA, Public Works Director, Village of Los Lunas
Ms. Brittany Armijo, Assistant Public Works Director, Village of Los Lunas
Ms. Sonia Walker, CZO, CFM, Community Planner, Village of Los Lunas
Mr. Matthew Ryan, Current Planner, Village of Los Lunas

February 19, 2026
Mr. Alex Ochoa, AICP, CFM
Community Development Director
Village of Los Lunas
660 Main Street NW
Los Lunas, New Mexico 87031
RE:

Vistas at Los Senderos Subdivision
Unit 1 and Huning Ranch Loop Offsite Improvements
Punch List and Final Acceptance

Dear Mr. Ochoa:
Representatives from Salls Brothers, LGI Homes, CDS, the Village of Los Lunas, and Molzen Corbin
met for a walkthrough of Unit I and the offsite improvements of the Vistas at Los Senderos
subdivision on Wednesday, December 10, 2025, and developed a Punch List of items to be addressed
for final acceptance.
All parties met for a repeat walkthrough on Tuesday, January 27, 2026, and developed a secondary
punchlist to be addressed for final acceptance. We reviewed the items from the Punch List and, as of
February 19, 2026, it appears that the items have been addressed. From an engineering standpoint,
the general concept of this material appears to comply with the requirements of the Village of Los
Lunas.
Based on the information provided by Community Design Solutions, LLC, it appears the
referenced infrastructure is acceptable for maintenance if approved by the Village.
If you have any questions, please contact me at 505-242-5700.
Sincerely,
MOLZEN CORBIN

Melinna Boyd, P.E.
Project Engineer
cc:

Mr. Michael C. Jaramillo, MPA, Public Works Director, Village of Los Lunas
Ms. Brittany Armijo, Assistant Public Works Director, Village of Los Lunas
Ms. Sonia Walker, CZO, CFM, Community Planner, Village of Los Lunas
Mr. Matthew Ryan, Current Planner, Village of Los Lunas

2701 Miles Road SE, Albuquerque, NM 87106

505 242 5700 Tel

505 242 0673 Fax

MolzenCorbin.com

VILLAGE COUNCIL

Agenda Item Title:

Easement Agreement between Village and Westway Six BESS LLC

Presenter:

Michael Jaramillo

Department:
Meeting Date:
Action Requested:

Public Works
Click or tap to enter a date.
☒Approval/Disapproval
☐ Informational
☐Public Hearing
☐Other

OVERVIEW/ ANALYSIS
Westway Six, on behalf of Aypa Development Power LLC (hereinafter “Aypa”), is requesting an above
ground power line easement along and over the eastern boundary of the Village Transfer Station property
to the PNM Hidden Mountain electric facility. Aypa is the company that is developing a battery storage
facility on a portion of Tract DD, which is adjacent to the Transfer Station facility. The requested easement
is located along the eastern side of the Transfer Station property within the closure buffer area. The
battery facility will receive excess power from Hidden Mountain, store the excess power in batteries, and
during high demands for electricity, transmit the power stored in the batteries back into PNM’s power
gird. The requested easement is one hundred and fifty feet (150’) wide and would encompass 119,912
square feet. Aypa will be paying the Village $2.32 per square foot for the easement, with 3% increases
every five years for twenty-five (25) years with two ten year (10) renewal options at a negotiated price.
The cost per square foot was determined based upon appraised values for property in the vicinity.

POSSIBLE ACTIONS







Approve item
Approve item, with changes
Deny item
Postpone item to a future meeting (direct staff to conduct further research)
Table item for future discussion (direct staff to conduct further research)
No action at this time

STRATEGIC PRIORITIES ALIGNMENT
☐I-25 Interchange/Los Lunas Boulevard Corridor Project
☒Quality of Life Improvements
☐Infrastructure Improvements
☒Economic Development
☐Personnel
☐N/A

BUDGET IMPACT

LEGAL REVIEW
☒Yes, by:

Laurence P. Guggino, Jr.

☐Not applicable

ATTACHMENTS
1. Draft Easement Agreement; and
2. Area map

Recording Requested by
And When Recorded Return to:
Westway Six BESS LLC
c/o Aypa Power Development LLC
11801 Domain Blvd., Suite 450
Austin, TX 78758
Attn: Nate Crain

APN(s): _________________

(SPACE ABOVE THIS LINE RESERVED FOR RECORDER’S USE)

TRANSMISSION FACILITIES EASEMENT AGREEMENT
THIS TRANSMISSION FACILITIES EASEMENT AGREEMENT (“Agreement”) is made
and entered into as of [_________________] (“Effective Date”) by and between Village of Los
Lunas, Municipality, 7480 Main St. NW Los Lunas, NM 87031 (“Owner”) and Westway Six
BESS LLC (“Company”).
RECITALS
A. Owner owns certain real property located in the Village of Los Lunas, Valencia County,
State of New Mexico, which real property is more particularly described on Exhibit A
attached hereto and incorporated herein by this reference (“Property”).
B. Owner agrees to grant, and Company agrees to accept, the Easement (as defined below)
with respect to the Property subject to the terms and conditions of this Agreement.
AGREEMENT
1.
GRANT OF EASEMENT. Owner grants, transfers and conveys to Company and its
assignees, subtenants, licensees, agents, invitees, successors and assigns exclusive easements on,
over, under and across the Property (collectively, the “Easement”) as set forth in this Agreement.
The Easement is an easement “in gross” which means it is an interest personal to Company and its
successors and assignees and is not tied to any particular use or ownership by Company or its
successors and assignees of any adjacent or other land.
2.

USE OF EASEMENT. The Easement allows Company to use the Easement Area:

(a)
to develop, install, erect, construct, reconstruct, replace, relocate, repair, improve,
alter the voltage of, remove, operate, maintain and use from time to time above-ground
transmission facilities on and, over the Easement Area (as defined below) for the transmission of

electric energy, data and communications solely necessary for the operation and monitoring of the
Grantee’s, their assigns, or successor’s in interest of the Transmission Facilities and for no other
purpose. (collectively, “Transmission Facilities”). Transmission Facilities may include no more
than three poles, towers, cross arms and/or other supporting structures, foundations, anchors,
conductors, wires and cables for the transmission, distribution and/or collection of electrical
energy, communications and or data necessary for the operation and monitoring of the
Transmission Facilities, and any other improvements, facilities, appliances, machinery and
equipment in any way related to or associated with the transmission or distribution of electric
energy, data and communications solely necessary for the operation and monitoring of the
Company’s, their assigns, or successors in interest of the Transmission Facilities and for no other
purpose. (the Easement rights in this clause (a), collectively, the “Transmission Easement”). It
shall be the responsibility of the Company to ensure that any development, installation, erection,
construction, reconstruction, replacement, repair, improvement, alteration of voltage, removal,
operation, maintenance and usage of the Transmission Facilities, and the Transmission Facilities as
a whole, are in compliance with any and all federal, state or local law, ordinance or regulation, or
the Permit issued to the Owner regarding the Property, as may be applicable;
(b)
for reasonable vehicular (including cranes, trucks and other heavy construction
equipment) and reasonable pedestrian ingress, egress and access by means of now existing or
newly constructed roads of any kind, access routes, and entranceways within the Easement Area;
provided, however, Company shall provide seventy-two (72) hours advanced written notice to
Owner prior to accessing the Easement Area or the Staging Area, (the Easement rights in this clause
(b), collectively, the “Access Easement”) or by such route(s) and/or roads and trails as Company
may construct, reconstruct, improve and maintain from time to time and which do not
unreasonably interfere with Owner’s activities on the Property (collectively, “Road
Improvements”, and together with the Transmission Facilities, collectively, the “Improvements”);
(c)
the right, permission, and authority to trim, cut, clear or remove, from time to time
and by any reasonable means (and, for the avoidance of doubt, in each case at the Company’s
cost), from and adjacent to the Easement Area trees, brush, debris, and any and all obstructions of
whatsoever kind or character which, in the Company’s reasonable judgment, may endanger the
safety of, or otherwise interfere with Company’s exercise of the rights in this Agreement, except
that Company agrees to notify Owner, in writing, before conducting any major trimming, cutting,
clearing, removing, or otherwise under this Section, and Company agrees to take reasonable steps
to ensure any action taken under this Section will not unreasonably impact the City, unless there
is no less impactful alternative available to the Company; and
(d)
for the purpose of staging, storage, preparation, assembly, deployment and
transportation of machinery, equipment, improvements, vehicles, equipment and other property
(including, but not limited to, transmission line poles, wires, cables, cranes, heavy construction
and/or transport vehicles and related equipment and property), except that Company agrees to
notify and obtain permission from Owner, in writing, before conducting any major and/or longterm staging, storing, preparing, assembling, deploying, transporting, or otherwise under this
section, such that the City may object or be unreasonably impacted by the use.
(e)
the right to temporarily place, operate and use equipment, machinery, and other
property in the Staging Area and Easement Area during the construction of the Transmission
-2-

Facilities. Company shall deliver to Owner a proposed plan showing the Easement Area, Staging
Area (as hereinafter defined), and the contemplated location and route of the Easements (as such
term is defined below) within such areas. Notwithstanding anything to the contrary contained in
this Agreement, Company may use part of the Property adjacent to the Easement Area as shown
and labeled on Exhibit B, as a temporary construction yard (the “Staging Area”), until the
Transmission Facilities are substantially completed and otherwise in accordance with this
Agreement, at which point the Staging Area shall revert back to Owner and Company shall have
no further right to use the Staging Area.
(f)
Owner represents and warrants that the use of the Easement as set forth herein, and
none of the terms of this Agreement violate or are in conflict with that Closure Permit issued on _________________, to the Owner by New Mexico Environment Department the for the operation
of Owner’s Transfer Station and monitoring of the closed landfill located on the Property
(hereinafter the “Permit”). Notwithstanding anything to the contrary in this Agreement, prior to
Commencement of Construction of the Improvements or Transmission Facilities, Company shall
submit its construction plans to Owner for review and approval, who shall, in turn promptly seek
the review and approval of those constructions plans from the New Mexico Environment
Department. Owner shall promptly provide Company with any feedback from the New Mexico
Environment Department and, if approved, written confirmation of such approval from both
Owner and the New Mexico Environment Department. All costs incurred by the Owner to have
the construction plans reviewed by NMED shall be borne by the Company. Company shall
reimburse the Owner for all costs it incurs for NMED’s review of the construction plans within
thirty (30) days of the receipt of the invoice from the Owner. As used in this Agreement
“Commencement of Construction of the Improvements or Transmission Facilities” shall mean the
date that Company begins significant operations in the Easement Area using heavy machinery to
prepare the land for the Improvements, but shall not mean any testing, surveying, planning, or
other less invasive preparatory operations.
3.
EASEMENT AREA. The contemplated locations of the Easement Area and Staging Area
are defined and depicted on Exhibit B to this Agreement. The location of the Easements (the
“Easement Area”) and Staging Area is not fixed as of the Effective Date but shall be as close as
is reasonably practicable in Company’s good faith determination to the locations on the Property
provided in Exhibit B attached hereto and incorporated herein by this reference. In any event,
Company shall have the right to define and designate the Easement Area with maximum width of
up to one-hundred and fifty (150) feet for Company’s use as provided for in this Agreement. Prior
to fixing the initial location of the Easement Area or Staging Area, Company may enter the
proposed Easement Area for the purpose of surveying and evaluating proposed locations thereof
and construction of any Improvements. From time to time while this Agreement is in effect and
prior to the final agreed upon location of the Easement Area or Staging Area, Company shall have
the right to fix and identify, the final location of the Easement Area and Stating Area, subject to
review and approval by Owner, in writing, by recording (and, if requested by Company, Owner
shall execute and acknowledge) a memorandum of amendment to this Agreement that provides or
amends Exhibit B hereto. In addition, the Transmission Easement shall include the right (a) for
transmission lines and cables connected to no more than three towers located within the Easement
Area to sway outside of the Easement Area during high wind events, and (b) subject to the Permit
to temporarily place, operate and use equipment, machinery and other property outside of (but

-3-

within reasonable proximity to) the Easement Area or Staging Area during the construction and
maintenance of the Improvements.
4.
TERM. The term of this Agreement and the Easement commences on the Effective Date
and shall continue for a period of twenty-five (25) years unless terminated in accordance with the
provisions of this Agreement (the “Term”); provided, however, Company, at its option, shall have
the right, with the written consent of Owner, to extend the Term for two (2) additional periods of
ten (10) years each (each, an “Extension Term”), commencing on the expiration of the initial
Term or the expiration of the prior Extension Term, as applicable. If Company elects to extend the
Term, Tenant shall do so by providing notice of the same to Owner in writing not less than six (6)
months before the final day of the initial Term or Extension Term, as applicable. All Extension
Terms and the Term shall collectively be referred to as the “Term” in this Agreement.
Notwithstanding the foregoing, the Easement shall automatically terminate if the Company has
not commenced construction of Transmission Facilities in the Easement Area within six (6) years
of the Effective Date.
5.
PAYMENTS TO OWNER. In consideration of the Easement granted in this Agreement,
Company shall make the payments to Owner at the time and in the amount set forth in Exhibit C
attached hereto and incorporated herein by this reference Agreement. Exhibit C shall not be
recorded as part of this Agreement.
6.
OWNER’S REPRESENTATIONS, WARRANTIES AND COVENANTS. Owner
hereby represents, warrants and covenants to Company during the term of this Agreement and the
Easement granted herein:
6.1
Owner’s Authority. Owner owns the Property in fee simple, subject to no liens or
encumbrances except as disclosed in writing to Company in a title report or other document
delivered to Company prior to execution of this Agreement. Owner and each person signing this
Agreement on behalf of Owner has the full and unrestricted right and authority to execute this
Agreement and to grant to Company the Easement and other rights granted hereunder. Each person
signing this Agreement on behalf of Owner is authorized to do so. When signed by Owner, this
Agreement constitutes a valid and binding agreement enforceable against Owner in accordance
with its terms.
6.2
No Interference. Owner’s activities and any grant of rights Owner makes to any person or
entity, whether located on the Property or elsewhere, shall not (and could not reasonably be
expected to), currently or in the future, impede or unreasonably interfere with: (i) the siting,
permitting, construction, installation, maintenance, operation, replacement, or removal of
Improvements, whether located on the Property or elsewhere; or (ii) exercise of Company’s rights
pursuant to this Agreement. By way of example and not limitation, a non-exhaustive list of
examples of activities that might violate the previous sentence are: (a) constructing improvements
in the Easement Area or otherwise too close to Improvements; (b) constructing improvements that
generate electromagnetic energy that might interfere with the operation of Transmission Facilities;
and (c) construction of gates and fences impeding Company’s, its agents, assigns, contractors,
invitees, or representatives access to the Easement Area. Subject to the foregoing, Owner reserves
the right to use the Easement Area and to grant additional easements and other rights and interests

-4-

in, over, across and under the Easement Area for any use or purpose that does not unreasonably
interfere with Grantee's use of the Easement Area or Grantee's rights under this Agreement.
6.3
Requirements of Government Agencies. Owner shall assist and fully cooperate with
Company as it may request from time to time in complying with or obtaining any land use
entitlements, permits or other approvals, tax-incentive or tax-abatement program approvals,
building permits, environmental impact review or any other permits, licenses, certificates or other
approvals required or deemed desirable by Company in connection with the development,
construction, installation, replacement, relocation, maintenance, operation, removal or financing
of any Improvements including, without limitation, execution of applications for such approvals,
orders or conditions or approval, and delivery of information and documentation related thereto.
Company shall reimburse Owner for all reasonable, actual out-of-pocket costs incurred by Owner
in connection with such cooperation.
6.4
Title Review and Cooperation. Subject to the terms and conditions of the Permit, Owner
shall cooperate with Company to obtain non-disturbance, subordination and other title curative
agreements from any person with a lien, encumbrance, mortgage, lease or other exception to
Owner’s fee title to the Property to the extent necessary to eliminate any actual or potential
interference by any such person with any rights granted to Company under this Agreement.
6.5
Allocation of Risk. Owner shall be responsible for any damage to the property of Company
or any injury to persons on the Property to the extent caused by the negligent or intentional acts or
omissions of the Owner and its agents, employees, or contractors. Notwithstanding the foregoing,
nothing in this Agreement shall extend the tort responsibility or liability of Owner beyond that
required by New Mexico law or waive any provisions of the New Mexico Tort Claims Act, NMSA
1978, §47-4-1 et seq.
6.6
Hazardous Materials. Owner shall not violate by Owner or Owner’s agents or contractors
of any federal, state or local law, ordinance or regulation relating to the generation, manufacture,
production, use, storage, release or threatened release of any substance, material or waste which is
now or hereafter classified as hazardous or toxic, or which is regulated under any current or future
federal, state or local laws, ordinances or regulations, on or under the Property. The Parties hereto
acknowledge that the Property and the Easement Area and Staging Area are located within the
boundaries of a solid waste transfer station operated by the Owner and closed landfill that are
subject to the terms and conditions of the Permit.
6.7
Quiet Enjoyment; Ownership of Improvements. Subject to the terms and conditions of this
Agreement, Company shall peacefully hold and enjoy all of the rights granted by this Agreement
for its entire Term without hindrance or interruption by Owner or any person lawfully or equitably
claiming by, through or under Owner. The Improvements shall be the sole and exclusive personal
property of Company, and Owner waives any and all lien rights and other rights it may have in the
Improvements. Within ten (10) days of Company request from time to time, Owner agrees to
execute such reasonable instruments that evidence that Owner has no such interest in the
Improvements (including, but not limited to, quitclaim deeds and subordination agreements).
Company shall have the right to remove any of the Improvements from the Easement Area at any
time.

-5-

7.
COMPANY’S REPRESENTATIONS, WARRANTIES
Company hereby represents, warrants and covenants to Owner that:

AND

COVENANTS.

7.1
Insurance. No later than commencement of construction of the Improvements on the
Easement Area, Company shall, at its expense, maintain a commercial general liability insurance
policy insuring Company against loss or liability caused by Company’s occupation and use of the
Easement Area under this Agreement, in an amount not less than Two Million Dollars
($2,000,000) of combined single limit liability coverage per occurrence, accident or incident,
which has a commercially reasonable deductible. Owner shall be named as an additional insured.
Certificates of such insurance evidencing the coverage required by this Agreement shall be
provided to Owner upon Owner’s request not more frequently than on an annual basis. Owner
acknowledges that Company shall have the right to use a program of self-insurance to meet these
insurance requirements.
7.2
Indemnity. Company will indemnify Owner against liability for physical damage to
property and for physical injuries or death to Owner, Owner’s property or the public, to the extent
caused by Company’s construction, operation or removal of Improvements on the Easement Area,
including reasonable attorneys’ fees and reasonable costs incurred by the Owner in defense of any
claim, except to the extent such damages, injuries or death are caused by the act, negligence,
omissions or willful misconduct of Owner or Owner’s tenants, invitees or permittees.
Notwithstanding the foregoing sentence, to the fullest extent permissible under applicable law, if
the indemnification provided for in this section is unavailable to Owner for any reason whatsoever,
the Company, in lieu of indemnifying Owner, shall contribute to the amount of damages,
reasonable attorneys’ fees, and reasonable costs incurred by Owner as allowed by law in
accordance with NMSA 1978, §41-3-2 or NMSA 1978, §41-3A-1. The reference to property
damage referred to in this section herein does not include any damages to crops or any losses of
rent, business opportunities, profits and the like that may result from Owner’s loss of use of any
portions of the Property occupied by, or otherwise attributable to the installation of, Improvements
pursuant to this Agreement.
7.3
Construction Liens. Company shall keep the Property free and clear of all liens and claims
of liens for labor and services performed on, and materials, supplies or equipment furnished to, the
Property in connection with Company’s use of the Easement Area pursuant to this Agreement;
provided, however, that if Company wishes to contest any such lien, it shall notify the Owner of
its intentions and Company shall, within sixty (60) days after it receives notice of the filing of such
lien, remove or bond around such lien pursuant to applicable law.
7.4
Hazardous Materials. Company shall not knowingly violate, and shall indemnify Owner
against, any violation by Company or Company’s agents or contractors of any federal, state or
local law, ordinance or regulation relating to the generation, manufacture, production, use, storage,
release or threatened release, discharge, disposal, transportation or presence of any substance,
material or waste which is now or hereafter classified as hazardous or toxic, or which is regulated
under current or future federal, state or local laws or regulations, on or under the Property.
8.
ASSIGNMENT. Company shall at all times have the right to sell, assign, encumber, or
transfer any or all of its rights and interests under this Agreement (including, without implied
limitation, a partial assignment, subgrant, or partial conveyance of the Easement) without Owner’s
-6-

consent. The burdens of the Easement and rights contained in this Agreement shall run with and
against the Property and shall be a charge and burden thereon for the Term and shall be binding
upon and against Owner and its successors, assigns, permittees, licensees, lessees, employees, and
agents. The Easement shall inure to the benefit of Company and its successors, assigns, permittees,
licensees, tenants, subtenants, employees, and agents and all persons claiming by or through them.
Company agrees to provide Owner with written notice promptly following any transfer of its rights
and interests under this Agreement (which notice shall have the full name and notice information
of the assignee).
9.

ENCUMBRANCE OF EASEMENTS.

9.1
Right to Encumber. Company, Assignee (as defined below), and each of their successors
and assigns may at any time and from time to time, without the consent of or joinder of Owner,
mortgage, hypothecate, collaterally assign, encumber, pledge or grant (and permit a secured party
to realize upon) security interests in its interest in this Agreement, or all or part of its interest in
any Assignment (as defined below), the Easement and/or the Improvements or enter into funding
transactions involving the Improvements (e.g., sale-lease transactions) with respect to the
foregoing (any interest in this Agreement, any Assignment, the Easements and the Improvements,
collectively, the “Transmission Assets”), which security interests in all or a part of the
Transmission Assets are collectively referred to in this Agreement as “Mortgages” and the holders
of the Mortgages, their designees and assigns are collectively referred to in this Agreement as
“Lender” (Lender, collectively with any Assignee (as defined below), and each of their successors
and assigns shall be collectively referred to in this Agreement as “Interest Holders”, and each
constituent party therein, an “Interest Holder”). For avoidance of doubt, “Lender” and
“Mortgages” shall include related counterparties to an Assignee and its related security interest.
Company and its successors will provide contact information for Interest Holder at the time of
mortgage. Under no circumstances shall any Interest Holder or any Assignee (as defined below)
have any greater rights derivative of this Agreement or the Easement than the rights granted to
Company in this Agreement and in no circumstances will Owner’s obligations hereunder be
increased. As used in this Agreement, the term “Assignee” means each party that has any right,
title, or interest in, or to, the Transmission Assets in accordance with this Agreement and the term
“Assignment” means the grant or assignment of such rights from Company or an Assignee that
was completed in accordance with this Agreement. Each Assignee agrees to provide Owner with
written notice promptly following its grant of any Assignment (which notice shall have the full
name and notice information for the assignee). The Improvements and the easement estate created
hereby shall at all times remain separate and apart from the title to the Easement and Easement
Area for all purposes relating to the interests of any mortgagees of Owner and Company. Any
Mortgage or other security interest granted by Company pursuant to this Section shall not
encumber or be a lien on Owner’s fee interest in the Property.
9.2
Covenants for Interest Holder’s Benefit. Should Company or any Assignee, or each of
their successors and assigns mortgage or encumber any of its Transmission Assets as provided in
Section 8.1 above, any Interest Holder, upon delivery to Owner of notice of its name and address,
and for so long as the lien of its Mortgage or Assignment (as applicable) is in existence, shall be
entitled to the following protections, which shall be in addition to those granted elsewhere in this
Agreement or an Assignment, as the case may be, then Company and Owner expressly agree
between themselves and for the benefit of any Interest Holder as follows:
-7-

9.2.1 Modification. They will not modify, surrender, or cancel this Agreement without
the prior written consent of the Interest Holder (except where such modification would not have
any material adverse effect on the interests of such Interest Holders), which consent shall not be
unreasonably withheld or delayed.
9.2.2 Right to Cure. To prevent termination of this Agreement and the Easement or any
Assignment, each Interest Holder shall have the right, but not the obligation, at any time prior to
termination of this Agreement, the Easements or any Assignment, to do any act or thing required
to be performed by Company or its successors and assigns under this Agreement, and any such act
or thing performed by an Interest Holder shall be as effective to prevent a Default (as defined
below) under this Agreement and/or a forfeiture of Company’s rights under this Agreement as if
done by Company itself.
9.2.3 Notice of Defaults. No Default shall be effective unless a like notice is given to all
Interest Holders for whom Owner has been provided with a notice address in writing by Company,
which notice shall specify in detail the alleged Default and the required remedy. If Owner shall
become entitled to terminate this Agreement due to an uncured default by Company, then Owner
will not terminate this Agreement, the Easements, or any Assignment unless it has first given
notice of such uncured default and its intent to terminate to each Interest Holder and has given
each Interest Holder the same period after receipt of a written notice of default to cure the Default
as is given to Company plus at least thirty (30) additional days to cure the default to prevent such
termination of this Agreement. Furthermore, if within such thirty (30) day period an Interest
Holder notifies Owner that it must foreclose on Company’s interest or otherwise take possession
of Company’s interest under Transmission Assets to cure the default (including possession by a
receiver), institute foreclosure proceedings or otherwise perfect its right to effect such cure as
provided in Section 9.2.4 below, Owner shall not have any right to terminate this Agreement or
any Assignment and shall permit such Interest Holder a sufficient period of time as may be
necessary for such Interest Holder to foreclose or acquire Company’s or any Assignee’s
Transmission Assets and to perform or cause to be performed all of the covenants and agreements
to be performed and observed by Company or an Assignee, and the Interest Holder shall not be
required to cure those Defaults which are not reasonably susceptible of being cured or performed
by Interest Holder (“Non-Curable Defaults”). The Interest Holder shall have the absolute right
to substitute itself (or any of its affiliates) for Company or any Assignee, as applicable, and perform
the duties of Company or such Assignee for purposes of curing such Default. Owner shall have
the option to expressly consents to such substitution, and shall have the option to agree to accept
such performance, and authorize the Interest Holder, its affiliates (or either of their employees,
agents, representatives or contractors) to enter upon the Easement Area to complete such
performance with all of the rights and privileges of Company or such Assignee hereunder. Owner
shall not terminate this Agreement or any Assignment prior to expiration of the cure periods
available to an Interest Holder as set forth above. Further, (i) neither the bankruptcy nor the
insolvency of Company or any Assignee shall be grounds for terminating this Agreement as long
as the amounts payable by Company or any Assignee are paid to Owner in accordance with the
terms thereof and (ii) Non-Curable Defaults shall be deemed waived by Owner upon completion
of foreclosure proceedings or other acquisition of Company’s or any Assignee’s easement estate
or subeasement hold estate of such Assignment (as applicable). Upon the sale or other transfer of
any Transmission Assets and rights granted hereunder by any Interest Holder, such Interest Holder
shall have no further duties or obligations hereunder.
-8-

9.2.4 Extended Cure Period. If any Default under this Agreement cannot be cured
without the Interest Holder obtaining possession of all or part of the Transmission Assets, then
Owner shall not terminate this Agreement so long as (i) Interest Holder cures all defaults in the
payment of money within the cure period set forth in Sections 8.2.2 and 8.2.3 above and thereafter
pays all amounts required to be paid by Company or an Assignee under this Agreement as and
when the same becomes due and payable and (ii) within the cure period granted to Interest Holder
in Sections 8.2.2 and 8.2.3, Interest Holder shall have acquired possession of such portions of the
Transmission Assets as may be necessary to effect the cure, or shall have commenced appropriate
judicial or nonjudicial proceedings to obtain the same, and thereafter diligently and in good faith
continuously prosecutes such proceedings to completion, and (iii) after gaining possession of such
portions of the Transmission Assets as may be necessary to effect the cure of non-monetary
defaults, the Interest Holder continues to pay all amounts required to be paid by Company or an
Assignee under this Agreement as and when the same becomes due and payable and performs all
other non-monetary obligations in accordance with the terms of this Agreement or the Assignment,
as applicable. If an Interest Holder is prohibited by any process or injunction issued by any court
or by reason of any action by any court having jurisdiction over any bankruptcy or insolvency
proceeding involving Company or any Assignee, as the case may be, from commencing or
prosecuting the proceedings described above, the period specified above for commencing the
proceedings shall be extended for the period of the prohibition.
9.2.5 Acquisition of Title. Following acquisition of all or a portion of the Transmission
Assets by the Interest Holder, or its assignee or designee, as a result of either foreclosure or
acceptance of an assignment in lieu of foreclosure, or by a purchaser at a foreclosure sale, this
Agreement and any Assignment, as the case may be, shall continue in full force and effect, and the
party acquiring title to the Transmission Assets shall, as promptly as reasonably possible
commence the cure of all other non-monetary Defaults under this Agreement and thereafter
diligently prosecute the cure to completion, whereupon Owner’s right to terminate this Agreement
based upon the Defaults shall be deemed waived, provided that the party acquiring title to the
Transmission Assets shall (i) have no liability for monetary obligations of Company or an
Assignee under this Agreement that are due and owing to Owner as of the assumption date unless
those monetary obligations of Company or an Assignee were the subject of a timely notice of
Default delivered to Company and all Interest Holders (but this provision shall not be interpreted
to limit Owner’s rights to proceed against Company) and (ii) shall not be required to cure those
Non-Curable Defaults that are not reasonably susceptible of being cured or performed by the party
acquiring title. Non-Curable Defaults shall be deemed waived by Owner upon completion of
foreclosure proceedings or acquisition of Company’s interest in this Agreement. Any Interest
Holder or other party who acquires Company’s or an Assignee’s Transmission Assets, pursuant to
foreclosure or assignment in lieu of foreclosure shall not be liable to perform the obligations
imposed on Company or such Assignee by this Agreement or an Assignment incurred or accruing
after such party no longer has ownership of the Agreement, an Assignment possession of the
Easement Area.
9.2.6 Interest Holder’s Right to Possession, Right to Acquire and Right to Assign. An
Interest Holder shall have the absolute right (i) to assign its Mortgage or Assignment, (ii) to enforce
its lien and acquire title to all or any portion of the Transmission Assets in which it has an interest
by any lawful means, (iii) to take possession of and operate all or any portion of the Transmission
Assets in which it has an interest and to perform all obligations to be performed by Company or
-9-

Assignees under this Agreement, or to cause a receiver to be appointed to do so, and (iv) to acquire
all or any portion of the Transmission Assets in which it has an interest by foreclosure or by an
assignment in lieu of foreclosure and thereafter, after notifying Owner but without Owner’s
consent, to assign or transfer all or any portion of the Transmission Assets in which it has an
interest to a third party as a result of any of the foregoing. Owner’s consent shall not be required
for any of the foregoing, and, upon acquisition of the interests of all or any portion of the
Transmission Assets in which it has an interest by an Interest Holder or any other third party who
acquires the interests from or on behalf of the Lender, Owner shall recognize the Interest Holder
or such other party (as the case may be) as the Company’s or Assignee’s proper successor, and
this Agreement, and the Easement shall remain in full force and effect.
9.2.7 Liability. Any Interest Holder that does not directly hold an interest in the
Transmission Assets, or whose interest is held solely for security purposes, shall have no obligation
or liability under this Agreement prior to the time the Interest Holder directly holds an interest in
the Transmission Assets, or succeeds to title to Company’s or an Assignee’s interest therein. An
Interest Holder shall be liable to perform Company’s or an Assignee’s obligations under this
Agreement only for and during the period it directly holds title to the applicable Transmission
Assets. Furthermore, if an Interest Holder elects to (i) perform Company’s or an Assignee’s
obligations under this Agreement, (ii) continue operations on the Easement Area, (iii) acquire any
portion of Company’s or a Assignee’s right, title or interest in all or any of the Transmission Assets
or (iv) enter into a new Agreement as provided in Section 9.2.9, then the Interest Holder shall not
have any personal liability to Owner, and Owner’s sole recourse against Interest Holder shall be
to execute against the Interest Holder’s interest in the Transmission Assets. Moreover, any Interest
Holder or other party who acquires an interest in the Transmission Assets by foreclosure or an
assignment in lieu of foreclosure shall not be liable to perform any obligations under this
Agreement to the extent the obligations are incurred or accrue after the Interest Holder or other
party no longer has ownership of an interest in the Transmission Assets.
9.2.8 Termination. Neither the bankruptcy or the insolvency of Company or any
Assignee shall be grounds for terminating this Agreement, or the Easements, so long as all
monetary charges required to be paid by Company or the Assignee under this Agreement are paid
by the Interest Holder in accordance with the terms of this Agreement.
9.2.9 New Agreement. In case of any termination of this Agreement or an Assignment
as a result of any uncured default by Company or an Assignee, or because it is rejected or
disaffirmed under bankruptcy law or any other law affecting creditors’ rights, Owner shall give
prompt notice to all Interest Holders. Owner shall, upon the written request of any Interest Holder
made within sixty (60) days after such notice to Interest Holder, enter into a new easement
agreement with such Interest Holder, or its designee, within twenty (20) days after the receipt of
such request. Such new easement agreement shall be effective as of the date of the termination of
this Agreement or an Assignment by reason of default of Company or any Assignee or the
rejection, or disaffirmance and continuing for the remaining term before giving effect to the
termination, rejection, or disaffirmance, and shall be upon the same terms, covenants, conditions
and agreements contained in this Agreement or such Assignment (except for any requirements that
have been fulfilled by Company or an Assignee prior to the termination, rejection, or
disaffirmance), except that the term of the new easement agreement shall be adjusted so that it
expires at the same time that this Agreement or the Assignment would have expired had it not been
- 10 -

terminated, rejected, or disaffirmed. Such new easement shall contain an easement agreement on,
over, under, upon along and across the Property or such portion thereof as to which the Interest
Holder held a lien on the date of the termination, rejection, or disaffirmance and enjoy the same
priority as this Agreement or such Assignment has over any lien, encumbrance or other interest
created by Owner. Upon the execution of any such new easement agreement, the Interest Holder
shall pay Owner any amounts which are or would be due to Owner from Company or the applicable
Assignee through the effective date of the new easement agreement had this Agreement or the
Assignment not been terminated, rejected, or disaffirmed, to the extent not previously paid. If
more than one Interest Holder makes a written request for a new Agreement or Assignment under
this Section 9.2.9, then the new Agreement or Assignment shall be delivered to the Interest Holder
whose lien is senior in priority on the condition that such Interest Holder be obligated to give the
other Interest Holder similar rights under the new Agreement or Assignment as provided for
Company (and, where applicable, Assignees) under this Agreement or Assignment. This Section
9.2.9 shall survive the termination before expiration of this Agreement.
9.2.10 Insurance and Condemnation Proceeds. The disposition of any casualty insurance
and condemnation proceeds to which Company is entitled shall by governed by the terms of any
first lien Mortgage of Company encumbering its interest in the Transmission Assets affected.
9.3
No Merger. There shall be no merger of this Agreement, or the easement estate created by
this Agreement with the fee estate in the Property by reason of the fact that this Agreement, an
Assignment, and any interest in the easement estate, sub-easement estate or any interest in the
foregoing granted hereunder may be held, directly or indirectly, by or for the account of any party
who shall own the fee estate or any interest therein, and no such merger shall occur unless and
until the persons holding such interests in the Property, and all persons (including each Interest
Holder) having an interest in the Improvements and the easement estate, sub-easement estate or
any interest in any of the foregoing shall join in a written instrument effecting such merger and
shall duly record the instrument.
9.4
Owner Mortgages. In the event Owner now or hereafter enters into any mortgage or deed
of trust encumbering the Property, Owner shall cooperate with Company or any Assignee in
obtaining a non-disturbance or recognition agreement from Owner’s lender(s) in customary form
which shall provide that such lender(s) shall not terminate this Agreement or Company’s or an
Assignee’s use, possession or enjoyment of the Property nor shall such lender(s) disturb
Company’s or any Assignee’s possession or rights under this Agreement or an Assignment or
terminate Company’s or any Assignee’s interest except as may be permitted expressly by this
Agreement.
10.

DEFAULT AND TERMINATION.

10.1 Default by Company. Except as qualified by Section 9.2, Owner shall have the right to
terminate this Agreement if (a) a material default in the performance of Company's obligations
under this Agreement has occurred and remains uncured, (b) Owner simultaneously notifies
Company and all Lenders in writing of the default, which notice sets forth in reasonable detail the
facts pertaining to the default and specifies the method of cure, and (c) the default has not been
remedied within ninety (90) days after Company, or within one hundred and twenty (120) days in
the case of all Lenders, receive the written notice, or, if cure will take longer than 90 days for
- 11 -

Company, or 120 days for any Lender, Company or a Lender on Company's behalf, has not begun
diligently to undertake the cure within the relevant time period and thereafter prosecutes the cure
to completion..
10.2 Company’s Right to Terminate. Company shall have the right to terminate this Agreement,
and assignees and subtenants of Company shall have the right to terminate their respective interests
in or under, as to all or any part of the Property at any time, effective upon thirty (30) days’ written
notice to Owner. If such termination is as to only part of the Property, this Agreement shall remain
in effect as to the remainder of the Property.
10.3 Effect of Termination. Upon termination of this Agreement, whether as to the entire
Property or only as to part, Company shall: (a) upon written request by Owner, execute and record
a quitclaim deed to Owner of all of Company’s right, title and interest in and to the Property, or to
that part thereof as to which the Agreement has been terminated, and (b) as soon as practicable
thereafter, remove all above-grade Transmission Facilities installed by Company on the Property
from the Property or portion as to which the Agreement was terminated and restore the soil surface
on areas of the Property damaged by Company to a condition reasonably similar to its original
condition.
11.
CONDEMNATION. Should title or possession of any portion of the area of the Property
affected by the Easements be taken by right of eminent domain (a “Taking”), rendering any
remaining portion of either unsuitable for Company’s use, then the location of the Easements shall
be relocated to the extent practicable in light of Owner’s then current interests in the Property,
provided that the effect on then-existing uses of the Property by Owner shall be minimized or
mitigated to the extent practical.
12.

MISCELLANEOUS.

12.1 Notices. All written notices and demands of any kind which either party may be required
or may desire to serve upon the other party in connection with this Agreement may be served by
(a) personal service, (b) registered or certified mail (postage pre-paid), (c) email or (d) next day
overnight delivery service. Any such notice or demand shall be addressed to the parties as listed
in this Section 12. Service of any such notice or demand shall be deemed complete (i) upon receipt
in the event of personal service, (ii) on the third business day after deposit in the U.S. mail if sent
via registered or certified mail, (iii) upon transmission in the event sent via email and (iv) on the
next business day if sent via an overnight delivery service, if sent to each party at the address set
forth below with the required proper postage:

If to Owner:

If to Company:

Village of Los Lunas
660 Main St.
Los Lunas, NM 87031

Westway Six BESS LLC
c/o Aypa Power Development LLC
Attn: Nate Crain
[email protected]
11801 Domain Blvd, Suite 450
Austin, TX 78758
- 12 -

With a copy to:
[email protected]
Any party may change its address for purposes of this paragraph by giving written notice of such
change to the other parties in the manner provided in this paragraph.
12.2 Entire Agreement; Amendments. This Agreement constitutes the entire agreement
between Owner and Company respecting its subject matter. Any agreement, understanding or
representation respecting the Property, this Agreement, or any other matter referenced herein not
expressly set forth in this Agreement or a subsequent writing signed by both parties is null and
void. This Agreement shall not be modified or amended except in a writing signed by both parties.
No purported modifications or amendments, including, without limitation, any oral agreement
(even if supported by new consideration), course of conduct or absence of a response to a unilateral
communication, shall be binding on either party.
12.3 Successors and Assigns. This Agreement and the easements granted to Company
hereunder shall burden the Property and shall run with the Property. This Agreement and the
easements granted to Company hereunder shall inure to the benefit of and be binding upon Owner
and Company and any assignee, and their respective heirs, transferees, successors and assigns, and
all persons claiming under them.
12.4 Legal Matters. This Agreement shall be governed by and interpreted in accordance with
the laws of the State New Mexico. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT, NEITHER PARTY SHALL BE ENTITLED TO,
AND EACH OF OWNER AND COMPANY HEREBY WAIVES ANY AND ALL RIGHTS
TO RECOVER, CONSEQUENTIAL, INCIDENTAL, AND PUNITIVE OR EXEMPLARY
DAMAGES, HOWEVER ARISING, WHETHER IN CONTRACT, IN TORT, OR
OTHERWISE, UNDER OR WITH RESPECT TO ANY ACTION TAKEN IN
CONNECTION WITH THIS AGREEMENT.
12.5 Partial Invalidity. Should any provision of this Agreement be held, in a final and
unappealable decision by a court of competent jurisdiction, to be either invalid, void or
unenforceable, the remaining provisions hereof shall remain in full force and effect, unimpaired
by the holding. Notwithstanding any other provision of this Agreement, the parties agree that in
no event shall the term of this Agreement be longer than, respectively, the longest period permitted
by applicable law.
12.6 No Partnership. Nothing contained in this Agreement shall be construed to create an
association, joint venture, trust or partnership covenant, obligation or liability on or with regard to
any one or more of the parties to this Agreement.
12.7 Ownership of Transmission Facilities. Owner shall have no ownership or other interest in
any Improvements installed on the Property, and Company may remove any or all of the
Transmission Facilities at any time.

- 13 -

12.8 Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties
and their respective successors, and assigns.
12.9

Governing Law. This Agreement is governed by New Mexico law.

12.10 Further Assurances. Upon the request of Company, its tenants, successors and assigns and
any Lender, Owner shall do any other acts and execute, acknowledge, and deliver any requested
commercially reasonable documents in order to carry out the intent and purpose of this Agreement,
including, without implied limitation, further conveyances, assignments, confirmations,
instruments of further assurance, approvals, consents, and any further instruments or documents
that are necessary, expedient, or proper to carry out the intent and purpose of this Agreement.
12.11 Counterparts. This Agreement may be executed with counterpart signature pages and in
duplicate originals, each of which shall be deemed an original, and all of which together shall
constitute a single instrument.
[Signatures on Following Page]

- 14 -

Date.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective

OWNER:
Village of Los Lunas,
A Municipality
By:
Name: Charles Griego
Title: Village of Lonas Mayor
Date:

ACKNOWLEDGMENT
STATE OF _____________ )
) SS.
COUNTY OF
)
This instrument was acknowledged before me this ___ day of __________, 2025, by
___________ the _________________ of ___________.
(S E A L)
Notary Public State of
My Commission Expires:

Notary Public Commission No. __________________

- 15 -

COMPANY:
Westway Six BESS LLC,
[a _____________]
By:
Name:
Title:
Date:

STATE OF _______________
)
COUNTY OF ______________

)
)

This instrument was acknowledged before me on the ___ day of __________________ by
_____________,
___________________
of
____________________,
a
_________________________, on behalf of such _____________________.

[SEAL]
Notary Public State of __________________
My commission expires: ______________

Notary Public Commission No. __________________

- 16 -

EXHIBIT A
Description of the Property
Real property situated in the County of Valencia, State of New Mexico, hereby described as
follows:

- 17 -

EXHIBIT B
Depiction of Easement Area
Real property situated in the County of Valencia, State of New Mexico, hereby described as
follows:

- 18 -

- 19 -

EXHIBIT C
Payment Terms
[Attached hereto – Not to be recorded]

- 20 -

EXHIBIT C
REMOVE THIS EXHIBIT C BEFORE RECORDING
DO NOT RECORD THIS EXHIBIT C
Payment Terms
As full consideration for the Agreement and agreements of Owner therein, from the
Effective Date until the expiration or earlier termination of this Agreement, Company shall make
annual payments (“Annual Payment”) to Owner as follows:
•

From the Effective Date until Commencement of Construction of the Improvements or
Transmission Facilities, as defined in the Agreement, Company shall pay Owner fivethousand dollars ($5,000.00) annually.

•

Due fifteen calendar days after Commencement of Construction of the Improvements or
Transmission Facilities and through year five (5) of the Term, Company shall pay Owner
two-dollars and 32/100 ($2.32) per square foot of the Easement Area.

•

Beginning in year six (6) of the Term and every five years thereafter during the Term of
this Agreement, the Annual Payment shall increase three percent (3%).

The initial Annual Payment shall be due within fifteen (15) business days of the full execution and
notarization of the Agreement, and all following Annual Payments shall be due on each
anniversary of the Effective Date until the expiration or earlier termination of this Agreement.
Prior to the disbursement of any payments pursuant to this Exhibit C, Owner shall provide a
completed Request for Taxpayer Identification Number and Certification (Form W-9) to
Company. Any Annual Payments due for a partial year shall be prorated on a per diem basis

- 21 -

PNM Hidden Mountain

Pioneer Trail

Easement Area w/in Transfer
Station Property

Transfer Station

Tract DD

MINUTES
VILLAGE OF LOS LUNAS
THURSDAY, FEBRUARY 26,2026
The Board of Trustees of the Village of Los Lunas, County of Valencia, and State of New Mexico met Thursday, February 26, 2026 in regular
session at 6:00PM. Roll call was taken, and the following were present: Mayor Charles Griego, Councilor Gino Romero, Councilor
Christopher Ortiz, Councilor James Runyon& Councilor Matthew Chavez. The meeting was conducted in person and recorded through
TEAMs.
Mayor:
Mayor Pro Tem:

Council:

Charles Griego
Christopher Ortiz

Matthew Chavez
James Runyon
Gino Romero

Also present were: Gregory D. Martin, Nancy Jo Gonzales, Debra Sanchez, Craig Donohue, and Luis Brown. In accordance with Ordinance
114A, the following agenda was prepared and circulated as required:
1.
2.
3.
4.
5.
6.

7.
8.
•

RESOLUTION 26-03: L300354 MAP FUNDING EXTENSION NM 6 & NM 263.
RESOLUTION 26-04: NMDOT MAP FUNDING REQUEST 2026/202.
RESOLUTION 26-05: LOCAL GOVERNMENT ROAD FUND (LGRF) REQUEST.
EASEMENT AGREEMENT BETWEEN VILLAGE OF LOS LUNAS AND WESTWAY SIX BESS, LLC.
COMPENSSATION AND CLASSIFICATION STUDY.
EXECUTIVE SESSION:
a. Hire Transfer Station Truck Driver – Public Works Department.
b. Hire Fire�ighter/EMT – Fire Department.
c. Hire Certi�ied Polic Of�icer – Police Department.
APPROVAL OF MINUTES:
a. Minutes from February 12, 2026, Council Meeting
ADJOURNMENT.

CALL MEETING TO ORDER.

At 6:00PM, Mayor Griego brought the meeting to order and welcomed the audience.

•

PLEDGE OF ALLEGIANCE.

Mayor Griego asked Jim Ricky to lead the Council and TEAMS participants in the Pledge of Allegiance.
•

PUBLIC INPUT FORUM.

None.

1.

RESOLUTION 26-03: L300354 MAP FUNDING EXTENSION NM 6 & NM 263.

Mr. Michael Jaramillo presented item one. This would be the second time that I bring this item. We've had some delays in our design
work for this project, which is our MAP funding for New Mexico 6 and New Mexico 263. I come before you because the agreements
expire in June and in order for us to meet the time frames, it's best for us to plan ahead just in case. So I'm here before you asking for
an extension through this resolution of the funding for the design and construction of those improvements for New Mexico 6 and
263. Mayor Griego asked Council if there were any questions. Councilor Runyon asked when he anticipated this project to be
completed. Michale replied, this is our third time that we've been in 100% review with the Department of Transportation. When I
say that when we get to 100%, that means we're done. However, every time we go to get the �inal, they come back and say hey, we
might need a little bit of an adjustment. The council was asked if they had any additional questions, there were none. Mayor Griego
asked for a recommendation.

APPROVAL:
MOVED:
SECONDED:
CARRIED:

2.

Motion to approve resolution 26-03.
Councilor Ortiz
Councilor Romero
Motion passed on a vote of 4 (Councilor Romero – yes; Councilor Ortiz – yes; Councilor Runyon – yes;
Councilor Chavez – yes) FOR AND 0 AGAINST.

RESOLUTION 26-04: NMDOT MAP FUNDING REQUEST 2026/2027.

Mr. Michael Jaramillo presented item two. I do pretty much every year when we apply for any type of funding for any roads in the in
the village. This particular funding is what we call MAP funding, which is Municipal Arterial Program funding. It's for any municipal
artillery road that we've categorized that would need some type of improvement, these are all kind of mostly all the DOT roads and a
few of our major roads like north and south Los Lentes. This one here is actually for a segment for North Los Lentis. This would be
for Taylor to Trujillo Rd. We just �inished a project, our �irst phase on north Los Lentes and our goal is to get all the way to Griego
and Hwy 314 at some point. So I’m asking council to give me permission to submit an application on the village's behalf for funding
for this project. If we are awarded this project, I will be coming back with another resolution saying that the Council did approve that
funding in the budget for FY2027. Mayor Griego asked council if they had any questions. Councilor Runyon thanked Michael for all
his good work. The council was asked if they had any additional questions, there were none. Mayor Griego asked for a
recommendation.
APPROVAL:
MOVED:
SECONDED:
CARRIED:

3.

Motion to approve resolution 26-04.
Councilor Romero
Councilor Runyon
Motion passed on a vote of 4 (Councilor Romero – yes; Councilor Ortiz – yes; Councilor Runyon – yes;
Councilor Chavez – yes) FOR AND 0 AGAINST.

RESOLUTION 26-05: LOCAL GOVERNMENT ROAD FUND (LGRF) REQUEST.
Mr. Michael Jaramillo presented item three. We have a lot of roads in this Community that would qualify for this. It's a smaller pot of
money; it can go anywhere to about $100,000 to maybe $300,000. Basically, as you know, we have a pavement condition index that
we use to kind of keep track of the condition of our roads and basically all the Co-op applications that we have submitted are based
on those roads that are in what we call our red zone that need to be replaced. We've been tackling for the past six years the Artistic
Home neighborhood area. Those roads are a little bit better shape, but this is pretty much one of the last roads in that artistic
neighborhood that needs to be done, and we will be caught up. The council was asked if they had any additional questions, there
were none. Mayor Griego asked for a recommendation.

APPROVAL:
MOVED:
SECONDED:
CARRIED:

4.

Motion to approve resolution 26-05.
Councilor Ortiz
Councilor Chavez
Motion passed on a vote of 4 (Councilor Romero – yes; Councilor Ortiz – yes; Councilor Runyon – yes;
Councilor Chavez – yes) FOR AND 0 AGAINST.

EASEMENT AGREEMENT BETWEEN VILLAGE OF LOS LUNAS AND WESTWAY SIX BESS, LLC.
Mr. Michael Jaramillo presented item �ive. In your packet you have a little map and basically if you look at the map, there is property
that's highlighted (page 19) is basically the old land�ill and we have a request from a company who wants to develop a battery
storage facility just to the east of this parcel. There is another company who was wanting to do the same thing on the parcel that is
just north of that, and that company isn't working with them to get access to be able to provide a transmission line or a battery
storage line to the PNM substation. So they came to us asking if that we would assign them an easement through the land�ill. We
went through the regulations of what our permit allows us to do and we had told them that there is very limited work that you can
actually do in the permitted land�ill area, the section that you see in the map is not the land�ill that is a buffer, so there is the ability
for us to use it. We came up with several ideas on how we may get compensated for it. Overall we're here because we feel that we
have worked out an understanding. This is not something that happened overnight. We've been working on it for about six months
and we've looked at a lot of different options and we've done appraisals. This company is not a public utility company, so they have
no franchise agreement. It's an overhead easement. So just like any other power line that's out there, there'll be two poles, though
on the site that will be permanently put into the buffer area that's in the highlighted. Mayor Griego commented, but it's no different
than the other power lines that are there. Michael replied, that's correct - it's about 100 feet tall. It’s a controlled overheard
easement. Councilor Chavez asked if they would be able to operate below the lines. Michael replied, yes. Mr. Larry Guggino
approached the podium – he proceeded to talk about the appraisal. We took the appraisals that we had on the rail part for the tank
site that we did that we paid. We used that as an example of what it the value would be worth for the land, and then we took some
appraisals that we had done along I-25, we didn't use those to determine value, we used those to determine the percentage of value.
It was about $6/ft. more or less. Then we reduced it as our appraisers had done on some of the easements based on that percentage.
So they are going to pay $202.32 a square foot. They are going to pay us $5000 a year for the period of time they are not building
anything on it. Then once they start building it is $2.32 a square foot for the entirety of the easement area. So, instead of paying us at
one time, they are going to pay it over 25 years with �ive years escalations. Councilman Chavez commented, what these transmission
lines are doing or these battery storage lines they're getting these easements and then once they secure an easement, they're going
out there and selling it to the next highest bidder. This company has the right to sell/assign. Larry responded, they can sell it and
assign it only to people using their property. So, if they sell the company the easement goes with the property. They don’t have to
ask our permission to do that. If this is approved, they'll pay us the $5000 just to hold the place and the other the next agreement

will be them Crossing Pioneer Trail and we're working with the Hunings to �igure out how we can what will eventually be a road, and
so we want to make sure that any agreements to cross that road we are a party to those agreements. Michael commented, I know
that I probably have some concerns myself, especially with the assignment of that easement, because my understanding was, that I
don't want to lose it. I think I'm going to have to go back and look this over to the point that I don't think that it can be sold. I think it
has to stay within the village because it's part of my permit and the last thing I need to do is if it's sold, even though it's associated
with the battery company and it stays with the battery company because I can sell it another battery
Company, I’d hate for us to be in a situation where we did not do our homework and then �ind out that we lost that piece that is
essential to my permit. The council was asked if they had any additional questions, there were none. Mayor Griego asked for a
recommendation.
APPROVAL:
MOVED:
SECONDED:
CARRIED:
5.

Motion to table easement agreement.
Councilor Romero
Councilor Chavez
Motion passed on a vote of 4 (Councilor Romero – yes; Councilor Ortiz – yes; Councilor Runyon – yes;
Councilor Chavez – yes) FOR AND 0 AGAINST.

COMPENSATION AND CLASSIFICATION STUDY. (Informational presentation)
Mr. Marcos Castillo presented item �ive. So tonight and before you to present the results of our compensation and classi�ication study
from our personnel ordinance under pay plan provisions, the pay plan is intended to provide equitable compensation for all position
classi�ications in relation to pay for other position classes. General rates of pay for similar employment. The village administrator
shall regularly, but not less than every four years, perform or cause to be performed comparative compensation and classi�ication
studies of all the factors affecting level of pay and recommend such changes as may be justi�ied. Such adjustments shall be made by
increasing or decreasing the pay ranges provided in the basic pay schedule as approved by the Village council. Our last study was
completed in 2023, out of this study, as some of you may recall came some pretty drastic adjustments and changes to our pay plan as
part of a three-year plan which was approved by Council in the subsequent years Council did approve funding in �iscal year 2026 to
complete the study a year earlier than is required by ordinance, as our current plan ends at the end of this �iscal year and I wanted to
come into this budget season with some fresh data to ensure that we're still remain competitive in our market. As you've seen in the
packet and you'll see shortly in case presentation, the village is in a very strong position in our market with our salaries and bene�its
and the recommendations that are being made are relatively minor in scope and �iscal impact. I want to thank the mayor and Council
for their continued support in providing competitive salaries and bene�its as we are able to recruit and retain employ. I'd like to
introduce Kate Tisler, Vice president of PSPC. I'm pleased to be able to present this the �indings and recommendations. So the scope
of the project was to get a grasp of what the jobs are that exist here at the village and then to identify the number, type and distinct
levels of jobs that exist. So as the village grows, sometimes more levels emerge, more occupations emerge. the salary survey kind of
tells us where you are in the marketplace, but the next step is we’ll know what we want to do with that data so the project goals
would be to look at that market data and then determine what needs to happen to the village's existing salary administration
practices. Do we need to make changes somewhere? Are things working? Are things not working? So looking at it holistically to
identify what the market does and identify if there's things that need to be changed to help develop a better salary administrative
policy. So our �indings were that 98% of the village's positions. So we look at occupational job classes and whether somebody was
working out of class or in class, 98% of the village's occupations were appropriately classi�ied. We didn't have any classi�ication
issues within the titling or the placement of employees there externally. Our market data showed that we had about 59% of the
village's jobs are competitive with the prevailing rate, so they were either at market ±5% or ahead of the market. A handful of jobs
were a little behind the market. It would cost the village $595,000 or about 3.8% of payroll in order to get market competitive with
the external prevailing rates. Also, we looked at bene�its to make sure that the villages bene�it offerings are still on par with where
they want to be and competitive with others and had really no �indings in the bene�it area. I believe the village already has a goal of
tying to the prevailing rates in the market and wanting to be competitive with that. So af�irming that and that relationship being
100% of the market and then adopting the salary ranges which we have developed and are included in the package and then
identifying how employees will be landing on a step gap. So there's some options there and the plan that we went with was to try and
keep employees on their current steps. Within the village we found that 95.8% of the job classes required no change or a minor title
modi�ication. We do like to give a more descriptive title to the occupation, and so we feel widget worker senior widget worker lead
widget worker, is more descriptive of the complexity that goes with each job class. So we kind of clean those up and that's sort of the
basis. So we're not looking to get fancy with titles, but we do want to be descriptive and normally if it's not broke, we don't want to
�ix it. So within the survey, the objectives were to obtain information about salaries that are being paid to occupations in the
marketplace and then also gather information about bene�it data to make sure the villages bene�its are still where they believe they
should be. We looked at medical and dental and some other things that are going on. Additional compensation for things like
education certi�ication. Councilor Romero commented, we're being compared against a market that's in�lated like severely in�lated.
And you know when you look at a tax base in Las Cruces versus a tax base in Los Lunas, it's night and day. Same thing with
Alamogordo, Albuquerque, Carlsbad, Clovis, Farmington. I don't understand how we're being asked to be competitive with that high
of a scale. It’s not that high of a scale necessarily because so there's a couple of factors that come into this. So as we're looking at

surveying all of the titles that are on the screen in front of you now are all included and so as we as we. know, mathematically
speaking, you're going to have a high payer and a low payer. And when you run averages, they tend to balance themselves out.
So there's that part of the equation you've got some high we got some low. We're looking at the occupation, how it's being paid.
So just what's their salary structure look like in the highs and the lows you're going to in, in theory, balance themselves out? We're
going to look at that survey data and that's where that competitiveness policy comes in. And when we look at, we say we've got a
bunch of Albuquerque's and Alamogordo's that have a lot of money and that's where we truly draw our employees. So we need to
know what they're paying, but we can't afford to pay at that rate and that's where we might be looking at not 100% of the average in
the marketplace, but maybe 95% it is a low payer typically. So when you look at running the averages and that's where you start to
arrive at the kind of balance each other. We did include private sector data because we know that, especially in Los Angeles, a lot
more private sector companies coming in, big shops that are employing people. So we do have private sector data for those jobs that
you compete with the private sector. Not all jobs are going to be competed with the private sector, but there are quite a few IT and
HR �inance labor trades where that private sector is going to be a player in your competition. So again, the survey answers the
question where are we in the marketplace? And then the implementation is where do we want to be and that's the big question,
because the village is in complete control of the where do we want to be in relation to the market? So there was a couple things that
we did. So for the general job classes, we looked at the entire salary range that is offered for a job and we use the minimum and the
maximum to calculate the middle of that range. So for general job classes, we use the midpoint. The midpoint is typically
representative of a journey level competent performer, so somebody who's not a brand new person and not been in their job a long
time. It's also the pay range not representative of an employee salary. If we're running into using employee salaries, there's a lot of
things that can be going on because those salaries are related to a person, not an occupation. So our goal is to use the salary ranges
for an occupation and �ind that midpoint. Councilor Runyon commented, How in the world in two years when we just did this and
everybody was aligned perfectly and it was beautiful and we were all happy. Marcos replied, so the overall data isn't showing that
we're 40% behind. It's when it's all gets crunched and we'll get this into a minute. Really what the overall impact of this is really
showing that we're overall as a village less than 3% behind. So really what the ask is going to be at the tail end of. This is honestly
going to be less than what we've asked for the last two years to get us aligned. Councilor Runyon replied, Is that where that 3% is
correct, but 40% of our employees jobs are behind? Kate replied, 40% of the survey job classes and that was the occupations. That
does not represent the employees’ salaries, so it's entirely possible that 40% of your job titles were more than 5% behind the
market.
But the employees within those are not behind the market. So that's where we talk about comparing occupations and occupational
value in our survey, then the next step is bringing that data in to see where the employees are going to lie and what's going to be the
cost in order to implement. If we move these salary grades so that they're within 5% of the market, what's the cost at the employee
level. So the current structure we basically are utilizing the same structure that you have been using. The current structure contains
19 grades. However, between the grades and this may be because some of the grades got dropped. Sometimes what we �ind is that
we have a structure with 50 grades. We're using thirty of them, and some of those grades disappear. So when I went to analyze the
structure, I saw that some grades were 18% between two grades and some were 1.3. So you have 10 steps in each grade and 2 ½
percent between the steps, so within each grade there was not any angst or heartburn. However, what we wanted to do was clean up,
so that between each incremental grade. So between grade one and grade two, we had a consistent amount. So instead of between
1.3% and in some grades 18%, we wanted to see a consistent 5% between each grade so we sort of added some new grades so that
we had less space between some and created a little more space between others so that when we look at between. In grade one and
grade two, grade three and Grade 4, it's a 5% consecutive in uniform separation between each of the grades. the 5% grade
progression gives you the ability to not only be precise with the market rates, but it helps you to evaluate your internal alignment
between job classes. Because when you see a supervisor is 2 grades higher than their subordinate, you know that's 10% separation
so that helps you quickly and analyze how your valuing job classes. So the process is to go through all of our benchmark job classes
and �ind any, especially those that are more than 5% behind and identify the salary grade whose midpoint is as close as possible to
the market's midpoint. Kate used an online slide to walk the council through this part of the presentation. Now the village has
expressed interest in maintaining the step placement for all employees. So that means that if an employee is on step �ive, it doesn't
matter that when we move their grades, Step 2 is actually closer and gives them a small increase. We're doing what we refer to it as
step ownership, meaning that if you're on �ive, you stay on �ive. You don't fall back in your grade, regardless of the fact that you might
have gotten an increase by having a lower staff. We kept them on the same. So there was 218 employees to place the keep them on
their steps if they were on step three, they stay on step three. If they were on step eight, they stay on step 8. Of course, nobody's
salary went lower. All of these would have been a bump to a next level step or a bump to stay on their step. It's $470,000. So the
total is about 3.8% of your total payroll for all jobs to increase to the market. Councilor Runyon asked if this included a normal step
increase coming in July or would it be in lieu of that. Marcos responded, this would not include the normal step increase. Councilor
Romero commented, as a member of the Council, I've I do want to make sure that we're paying equitable wages and that we're
competitive in the marketplace, we're not losing people, as mayor said. But as a resident that pays taxes it's concerning to me that
you know, I would feel much better if we were to remove Albuquerque, Rio Rancho and Las Cruces. I think we would get a better
snapshot of what it is that is in our more ability to pay, you know, right now, thankfully, we are doing well. But how sustainable is
this gonna be going forward when we're being compared to municipalities with that kind of population, OK. Councilor Chavez asked
what would the annual cost be with the bene�its included. Kate and Marcos replied, she did not know the bene�it burden. Marcos
commented, it would be relative to any increase. So with the pair of contributions, you know, of course any increase in salary comes

6.

with an increase. Contributions as far as the medical side were wait were we're shopping our medical insurance like we do every
year. So that varies year to year greatly as you'll come to �ind, we've seen some pretty signi�icant increases over the years just with
our medical bene�its cause we choose. So we're, we're still awaiting this year's numbers for our medical renewal. Our brokers
actually shopping those through RFP as we speak. And we'll have those for budget when we're looking at what our medical numbers
will be for next year. Kate continued, we did look at a bunch of different bene�it things. This the comparator employers that we use
for bene�its were the same that we used in the salary survey. We included data on medical, dental, vision. We included pay time off,
the incentive pays offered. I think that was the bigger one that the village was interested in is, you know, what are the incentive pay
certi�ication programs that are being offered elsewhere? And then we summarize the pair of plans and the contribution rates, and
we found that overall the village's bene�it packages are right in line with where everybody else is doing. So there was nothing that
would be suggestive of the village being behind the market and bene�it offerings. Longevity offered for �ire employees with �ive
years, 10 years, 15 years or 20 years of service and with 20 years being $417.00 a month. So it's $5000 years. So that's a pretty nice
bene�it compared to the others that offer their longevity pay and the village doesn't offer any of the other incentives. Mayor Griego
asked council if there were any questions, there were none. Marcos commented, so the purpose of us being here tonight was kind of
to set the stage for what we you know, to get council direction and kind of the feelings on everything before we do come to budget
with any type of new recommendations. End of presentation.
EXECUTIVE SESSION.

Mayor Griego announced that the Council would be going into executive session pursuant to NMSA 1978 Section 10-15-1(H), the
following matters may be discussed in a closed session: Hiring of a Transfer Station Truck Driver, hire a Fire�ighter/EMT, and hire a
Certi�ied Police Of�icer.

APPROVAL:
MOVED:
SECONDED:
CARRIED:

Motion to approve
Councilor Runyon
Councilor Ortiz
Motion passed on a vote of 4(Councilor Romero – yes; Councilor Ortiz – yes; Councilor Runyon – yes; Councilor
Chavez – yes) FOR AND 0 AGAINST. 7:35PM

At 7:56PM, Mayor Griego asked for a motion from Council to reconvene after discussion: Hiring of a Transfer Station Truck Driver, hire
a Fire�ighter/EMT, and hire a Certi�ied Police Of�icer.
APPROVAL:
MOVED:
SECONDED:
CARRIED:

Motion to approve.
Councilor Ortiz
Councilor Chavez
Motion passed on a vote of 4(Councilor Romero – yes; Councilor Ortiz – yes; Councilor Runyon – yes; Councilor
Chavez – yes) FOR AND 0 AGAINST.

Regarding the Transfer Station Truck Driver – Mayor Griego recommended Narciso Martin Holguin.
APPROVAL:
MOVED:
SECONDED:
CARRIED:

Motion to approve.
Councilor Runyon
Councilor Chavez
Motion passed on a vote of 4 (Councilor Romero – yes; Councilor Ortiz – yes; Councilor Runyon – yes; Councilor
Chavez – yes) FOR AND 0 AGAINST.

Regarding the Firefighter/EMT – Mayor Griego rerecommended Issac Sanchez.
APPROVAL:
MOVED:
SECONDED:
CARRIED:

Motion to approve.
Councilor Romero
Councilor Runyon
Motion passed on a vote of 4 (Councilor Romero – yes; Councilor Ortiz – yes; Councilor Runyon – yes; Councilor
Chavez – yes) FOR AND 0 AGAINST.

Regarding the Certified Police Officer– Mayor Griego rerecommended Micah Bogue.
APPROVAL:
MOVED:
SECONDED:
CARRIED:

Motion to approve.
Councilor Ortiz
Councilor Runyon
Motion passed on a vote of 4 (Councilor Romero – yes; Councilor Ortiz – yes; Councilor Runyon – yes; Councilor
Chavez – yes) FOR AND 0 AGAINST.

7.

MINUTES
Mayor Griego asked if there were corrections to the Council minutes of February 12, 2026 – there were none.
APPROVAL:
MOVED:
SECONDED:
CARRIED:

8.

ADJOURNMENT.

Motion to approve.
Councilor Ortiz
Councilor Chavez
Motion passed on vote of 4 (Councilor Romero – yes; Councilor Ortiz – yes; Councilor Runyon – yes; Councilor
Chavez – yes) FOR AND 0 AGAINST.

Council meeting adjourned at 7:59 PM.
____________________________________________________
Gregory D. Martin, Village Administrator

________________________________________________
Charles Griego, Mayor