City Council

PUBLIC NOTICE City Council Work Session Agenda City of Odessa City Hall, City Council Chambers – 5th Floor 411 W. 8th Street Odessa, TX. Tuesday, December 6th, 2022 3:00 p.m. In accordance with the Open Meetings Act, Chapter 551 of the Government Code of Texas, notice is hereby given to all interested persons that the City Council of the City of Odessa will have a Work Session at 3:00 p.m. on Tuesday, December 6th, 2022 in the 5th Floor, City Council Chambers, City Hall, 411 W. 8th Street, Odessa, Texas for the following purposes: SEE ATTACHED AGENDA This Notice is being posted on the bulletin board located outside the south entrance of the City Hall building and on the bulletin board of the first floor of City Hall, Odessa, Texas the _______ day of December 2022 at ________, ___. m. It is also posted on the City of Odessa’s website www.odessa-tx.gov. The said time being more then seventy-two (72) hours prior to the time at which the subject meeting will be convened and called to order. City Council meetings are available to all persons regardless of disability. Individuals with disabilities who require assistance should contact the City Secretary’s Office at (432) 335-3276, or 411 West 8th Street, First Floor, Odessa, Texas, during normal business hours at least twenty-four (24) hours in advance of the meeting. ___________________________________ Norma Aguilar-Grimaldo City Secretary, TRMC, CMC  City Council Work Session Agenda City Hall, City Council Chambers – 5th Floor 411 W. 8th Street Odessa, TX. Tuesday, December 6th, 2022 3:00 p.m. Call to Order Invocation – Councilman Mark Matta 1. Discuss and consider the reports and recommendations from Evergreen Solutions, LLC Mark Holcombe 2. Discussion of the Traffic Control Plan for upcoming Faudree Road Improvement Project Hal Feldman 3. Consider a resolution accepting and appropriating a donation received from Chevron John Alvarez 4. Consider a resolution allowing OPD to enter into one year contract with ACME Auto Leasing, LLC Mike Gerke 5. Consider authorizing the abandonment of alley right of way Yervand H. 6. Consider renewal of Medical Stop-Loss Insurance with Berkshire Hathaway Delia Ortiz 7. Consider entering into an intergovernmental agreement with TML for purchase of Excess Delia Ortiz Worker’s Compensation insurance 8. Consider renewal of Public Entity Liability Insurance with States Retention Group Delia Ortiz 9. Consider renewal of contract for Property Insurance with TML Intergovernmental Risk Pool Delia Ortiz 10. Consider renewal of contract for Benefits Claims Administration Delia Ortiz 11. Recommended adoption of the Family Health Project, revision January 1, 2023 Delia Ortiz 12. Discuss and consider the use of ARPA funds Cindy Muncy 13. Remove from the table and consider renewal for Industrial District 1-B Natasha Brooks 14. Remove from the table and consider renewal for Industrial District 1-C Natasha Brooks 15. Remove from the table: Council Evaluations Appointees As authorized by the Texas Government Code, Section 551.074 (Personnel Matters), the City Council may adjourn into executive session to consider personnel matters – deliberate the employment, evaluation, duties, discipline, complaint, or dismissal of a public officer or employee. (Texas Government Code 551.074): a. Municipal Court Judge – Carlos Rodriguez b. Associate Municipal Court Judge – Keith Kidd c. City Secretary – Norma Aguilar-Grimaldo d. City Attorney – Natasha Brooks e. City Manager – Michael Marrero Adjourn  CITY OF ODESSA CITY COUNCIL AGENDA ITEM Meeting Date Contact Department Fiscal Impact? 12/13/2022 John Alvarez Fire Rescue Yes Work Session? Contacted Legal? Item Type Yes Yes Consent Resolution, CAPTION Consider a resolution accepting a donation from Chevron Company and appropriating the funds to Odessa Fire Rescue. (Resolution) SUMMARY Odessa Fire Rescue requests that this resolution be approved to accept the $10,000.00 donation and appropriate the necessary funds received from this donation. This funding will be used to purchase any equipment needed for Odessa Fire Rescue. FISCAL IMPACT Fiscal Year Fund Type Cost or Revenue? Fiscal Note Attached? 2022 Donation Revenue Yes Available Funds Budget Est/Actual Cost Difference This Agenda Item: $10000.00 $10000.00 ACTION NEEDED TO AMEND THE BUDGET Appropriation Amount: $ Transfer Amount: $ Appropriation By: Additional Revenues, Comments/Other Departments, Boards, Commissions or Agencies Supporting Documents Chevron 2022 Donation .pdf, Chevron 2022 Donation CHECK.pdf,  CITY OF ODESSA CITY COUNCIL AGENDA ITEM Meeting Date Contact Department Fiscal Impact? 12/13/2022 Mike Gerke Police Yes Work Session? Contacted Legal? Item Type Yes Yes Consent Resolution, CAPTION Consider a resolution allowing the City of Odessa Police Department to enter into a one-year contract with ACME Auto Leasing LLC. (-RESOLUTION-) SUMMARY This one year contract will allow the Odessa Police Department to lease 6 vehicles from ACME Auto Leasing LLC. These vehicles will be utilized by undercover Officers. These will not be part of the City's permanent fleet. The contract will be $795.00 per month, per vehicle which estimates to a yearly total of $57,240 - contract not to exceed $99,000. FISCAL IMPACT Fiscal Year Fund Type Cost or Revenue? Fiscal Note Attached? 2023 Cost No Available Funds Budget Est/Actual Cost Difference This Agenda Item: $57240.00 $57240.00 $0.00 ACTION NEEDED TO AMEND THE BUDGET Appropriation Amount: $ Transfer Amount: $ Appropriation By: Comments/Other Departments, Boards, Commissions or Agencies Supporting Documents Acme Odessa Contract_10-14-22 Updated.docx,  CITY OF ODESSA CITY COUNCIL AGENDA ITEM Meeting Date Contact Department Fiscal Impact? 12/13/2022 Yervand Hmayakyan Public Works No Work Session? Contacted Legal? Item Type Yes Yes Consent Resolution, CAPTION Consider authorizing the abandonment of alley right-of-way bordering Davis Commercial Sites 1st, 2nd and 3rd filings (Resolution). SUMMARY Champion Truck and Trailer Inc. has requested that the city abandon 0.33 acres of alley right-of-way between Pecos Street and E. Pool Road and E. of Barrett Avenue in exchange of 0.1 acre of alley right-of- way dedicated by a replat. The city will retain general utility and drainage easement over the abandoned alley. The abandonment will allow the requestor to fence-in the entire property and have complete utilization of the yard and to accommodate 10,500 square feet of structure. Before the conveyance of the abandoned alley right-of-way, Champion Truck and Trailer Inc. has agreed to the compensation of $6,277 due for this abandonment, replat the property and dedicate 0.1-acre tract of land as an alley right-of-way. City staff recommends approval of this item. Comments/Other Departments, Boards, Commissions or Agencies Supporting Documents 4r-086 0.33 acre (approx. 14,188 sq. ft) alley abandonment Exhibit A.pdf, 4r-086 Alley Abandonment 0.33 AC, 14,188 sq. foot portion of alley to Champion Truck _ Trailer .pdf, appraisal.pdf, EXHIBIT "A"  RESOLUTION NO. 2022R-___ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ODESSA, TEXAS, AUTHORIZING THE ABANDONMENT AND CONVEYANCE OF 0.33 ACRE PORTION (APPROXIMATELY 14,188 SQUARE FEET) OF ALLEY RIGHT OF WAY BORDERING DAVIS COMMERCIAL SITES 1ST, 2ND, AND 3RD FILING, FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS RESOLUTION IS PASSED WAS NOTICED AND IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; AND DECLARING AN EFFECTIVE DATE WHEREAS, the adjacent property owner has requested that the property be abandoned; and WHEREAS, the adjacent property owner is paying fair market value as determined by the Ector County Appraisal District; and; WHEREAS, the said property is in need of replatting in order to define drainage, traffic circulation, and public and private property ownership, which will provide a public purpose; and WHEREAS, the City of Odessa believes that a valid public need will be served by the abandonment; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ODESSA, TEXAS: Section 1. That 0.33 acre portion (approximately 14,188 square feet) of alley right of way bordering Davis Commercial Sites 1st, 2nd and 3rd Filing, Odessa, Ector County, Texas, more particularly described by map in Exhibit “A”, is hereby abandoned as a public alley right- of-way. Section 2. That said property is hereby authorized to be conveyed to the adjacent property owner for its fair market value consideration of Six Thousand Two Hundred Seventy- Seven Dollars ($6,277.00) as determined by the Ector County Appraisal District. Section 3. That said property is in need of replatting in order to define drainage, traffic circulation, and public and private property ownership, which in doing so will provide a public purpose. Section 4. That the City of Odessa believes that a valid public need will be served by the abandonment. Section 5. That this resolution shall be effective at the time of its adoption. NE: \Resolutions\4r-086 Alley Abandonment 0.33 AC, 14,188 sq. foot portion of alley to Champion Truck & Trailer Page 1 of 2  The foregoing resolution was approved and adopted on the 13th day of December, A.D., 2022, by the following vote: Mark Matta ___ Steven P. Thompson ___ Gilbert Vasquez ___ Greg Connell ___ Chris Hanie ___ Denise Swanner ___ Javier Joven ___ Approved this the 13th of December, A.D., 2022. Javier Joven, Mayor ATTEST: Norma Aguilar-Grimaldo, City Secretary APPROVED AS TO FORM: Natasha Brooks, City Attorney NE: \Resolutions\4r-086 Alley Abandonment 0.33 AC, 14,188 sq. foot portion of alley to Champion Truck & Trailer Page 2 of 2  CITY OF ODESSA CITY COUNCIL AGENDA ITEM Meeting Date Contact Department Fiscal Impact? 12/13/2022 Delia Ortiz Risk Management Yes Work Session? Contacted Legal? Item Type Yes No Consent CAPTION Consider renewal of Medical Stop-Loss insurance with Berkshire Hathaway through Risk Strategies. SUMMARY Medical Stop-Loss insurance with $400,000 deductible. FISCAL IMPACT Fiscal Year Fund Type Cost or Revenue? Fiscal Note Attached? 2023 620 Cost No Available Funds Budget Est/Actual Cost Difference This Agenda Item: $456000.00 $456000.00 $0.00 ACTION NEEDED TO AMEND THE BUDGET Appropriation Amount: $ Transfer Amount: $ Appropriation By: Comments/Other Departments, Boards, Commissions or Agencies Supporting Documents Reinsurance Renewal 2022.pdf,  CITY OF ODESSA CITY COUNCIL AGENDA ITEM Meeting Date Contact Department Fiscal Impact? 12/13/2022 Delia Ortiz Risk Management Yes Work Session? Contacted Legal? Item Type Yes No Consent CAPTION Consider entering into an intergovernmental agreement with Texas Municipal League for the purchase of Excess Worker's Compensation insurance. SUMMARY Coverage provides statutory Worker's Compensation insurance in excess of $750,000 for all employees. FISCAL IMPACT Fiscal Year Fund Type Cost or Revenue? Fiscal Note Attached? 2023 620 Cost No Available Funds Budget Est/Actual Cost Difference This Agenda Item: $190505.00 $190505.00 $0.00 ACTION NEEDED TO AMEND THE BUDGET Appropriation Amount: $ Transfer Amount: $ Appropriation By: Comments/Other Departments, Boards, Commissions or Agencies Supporting Documents TML Workers Comp 2022.pdf,  CITY OF ODESSA CITY COUNCIL AGENDA ITEM Meeting Date Contact Department Fiscal Impact? 12/13/2022 Delia Ortiz Risk Management Yes Work Session? Contacted Legal? Item Type Yes No Consent CAPTION Consider renewal of Public Entity Liability insurance with States Retention Group. SUMMARY Coverage includes comprehensive general, auto, public officials, and employment practices liabilities, and related coverage for the premises and operations of Municipal Government. Coverage is placed through InSource Insurance Group. Coverage is $10 million limit per occurrence with self-retention of $250,000. FISCAL IMPACT Fiscal Year Fund Type Cost or Revenue? Fiscal Note Attached? 2023 620 Cost No Available Funds Budget Est/Actual Cost Difference This Agenda Item: $391356.00 $391356.00 $0.00 ACTION NEEDED TO AMEND THE BUDGET Appropriation Amount: $ Transfer Amount: $ Appropriation By: Comments/Other Departments, Boards, Commissions or Agencies Option 1 Supporting Documents States Renewal 2022.pdf,  CITY OF ODESSA CITY COUNCIL AGENDA ITEM Meeting Date Contact Department Fiscal Impact? 12/13/2022 Delia Ortiz Risk Management Yes Work Session? Contacted Legal? Item Type Yes No Consent CAPTION Consider renewal of Public Entity Liability insurance with States Retention Group. SUMMARY Coverage includes comprehensive general, auto, public officials, and employment practices liabilities, and related coverage for the premises and operations of Municipal Government. Coverage is placed through InSource Insurance Group. Coverage is $10 million limit per occurrence with self-retention of $250,000. FISCAL IMPACT Fiscal Year Fund Type Cost or Revenue? Fiscal Note Attached? 2023 620 Cost No Available Funds Budget Est/Actual Cost Difference This Agenda Item: $391356.00 $391356.00 $0.00 ACTION NEEDED TO AMEND THE BUDGET Appropriation Amount: $ Transfer Amount: $ Appropriation By: Comments/Other Departments, Boards, Commissions or Agencies Option 1 Supporting Documents States Renewal 2022.pdf,  CITY OF ODESSA CITY COUNCIL AGENDA ITEM Meeting Date Contact Department Fiscal Impact? 12/13/2022 Delia Ortiz Risk Management Yes Work Session? Contacted Legal? Item Type Yes No Consent CAPTION Consider renewal of contract for Property Insurance with TML Intergovernmental Risk Pool. SUMMARY Coverage includes "all risk" coverage on all City owned buildings, boiler and machinery, crime, mobile equipment, and automobile physical damage insurance on selected highly valued vehicles. FISCAL IMPACT Fiscal Year Fund Type Cost or Revenue? Fiscal Note Attached? 2023 620 Cost No Available Funds Budget Est/Actual Cost Difference This Agenda Item: $716464.00 $716464.00 $0.00 ACTION NEEDED TO AMEND THE BUDGET Appropriation Amount: $ Transfer Amount: $ Appropriation By: Comments/Other Departments, Boards, Commissions or Agencies Supporting Documents TML Property Renewal 2022.pdf,  City of Odessa – Member # 0987 01/01/2023 to 01/01/2024 Estimated Annual Contributions Overall, the Liability/Property contribution increased 19.7% or $ 118,000. Automobile Physical Damage • Annual contribution increased from $ 172,417 to $ 188,472, or 9.31%. • Rates increased 5%. Real and Personal Property • Annual contribution increased from $ 390,598 to $ 490,451, or 25.56% • Real and Personal Property limit increased from $ 202,019,208 to $ 232,322,090 • A 15% Inflation factor was applied to all scheduled values due to increased costs of construction. Additional structures added during 2022 Fund Year. Rates did not increase. Boiler and Machinery • No change – no charge. Mobile Equipment • Annual contribution increased from $ 29,431 to $ 31,489, or 7% • Mobile equipment limit increased from $ 8,498,128 to $ 8,753,520. • Mobile Equipment rates increased 5%. Crime Coverages • Annual contribution $6,240. No Change Cyber Coverage Annual contribution increased from $ 53 to $ 87.  CITY OF ODESSA CITY COUNCIL AGENDA ITEM Meeting Date Contact Department Fiscal Impact? 12/13/2022 Delia Ortiz Risk Management Yes Work Session? Contacted Legal? Item Type Yes No Consent CAPTION Consider renewal of contract for Benefits Claims Administration. SUMMARY Contract renewal with AmeriBen for the software licensing, maintenance, and data hosting services for Benefits Claims Administration. FISCAL IMPACT Fiscal Year Fund Type Cost or Revenue? Fiscal Note Attached? 2023 620 Cost No Available Funds Budget Est/Actual Cost Difference This Agenda Item: $84000.00 $84000.00 $0.00 ACTION NEEDED TO AMEND THE BUDGET Appropriation Amount: $ Transfer Amount: $ Appropriation By: Comments/Other Departments, Boards, Commissions or Agencies Supporting Documents AmeriBen GBAS 2022.pdf, AmeriBen AmeriBen provides us with the software to process our Medical and Dental claims. The software (GBAS) provides offsite data hosting, monthly security maintenance, and allows us to receive claims electronically as required by law. GBAS also provides monthly support and yearly updates that allows us to comply with state and federal regulations such as the Affordable Care Act. Licensed GBAS Products and the monthly support. Items listed under monthly support with zero amounts have been rolled into the GBAS license cost. ALPHA_TIN 0 ASP_VPN 0 CAL_TRAC 0 CONNXREP 0 CUSTOM 0 EC_837LIC 0 EC_BASE 0 EC_RXLIC 0 ENCRYPT 0 EOB_EXT 0 GBAS 0 GBAS_MIN 7,000 GBAS_RTE 0 HCI_IFACE 0 HOSTING 0 IMP 0 MDR_CES 0 MDR_RBRVS 0 MDR_UCR 0 MICR_HPLJ 0 Ingenix 0 Total Monthly Costs 7,000 (estimated)  CITY OF ODESSA CITY COUNCIL AGENDA ITEM Meeting Date Contact Department Fiscal Impact? 12/13/2022 Delia Ortiz Risk Management Yes Work Session? Contacted Legal? Item Type Yes No Consent CAPTION Recommended adoption of The Family Health Project, revision January 1, 2023. SUMMARY Recommended adoption of The Family Health Project, revision January 1, 2023. FISCAL IMPACT Fiscal Year Fund Type Cost or Revenue? Fiscal Note Attached? 2023 Available Funds Budget Est/Actual Cost Difference This Agenda Item: $0.00 ACTION NEEDED TO AMEND THE BUDGET Appropriation Amount: $ Transfer Amount: $ Appropriation By: Comments/Other Departments, Boards, Commissions or Agencies Supporting Documents FHP 2023 - List of Changes.pdf,  Family Health Project Plan Year 2023 1. Medical Plan: a. ACA compliance. 2. Dental Plan: a. No changes. 3. Prescription Plan: a. No changes.  CITY OF ODESSA CITY COUNCIL AGENDA ITEM Meeting Date Contact Department Fiscal Impact? 11/22/2022 Natasha Brooks City Attorney’s Office No Work Session? Contacted Legal? Item Type Yes Yes Consent Resolution, CAPTION Consider renewal for Industrial District 1-B. SUMMARY Texas Local Government Code Section 42.044 authorizes the City of Odessa to designate any of its extraterritorial jurisdiction as an industrial district and to enter into agreements with the owners of property in such districts. To approve and authorize the renewal and execution of an industrial district agreement with Industrial District 1-B for five (5) years. Comments/Other Departments, Boards, Commissions or Agencies Supporting Documents 4r-082 Grow Odessa 1-B IDA renewal 2022.pdf, 4r-082 Grow Odessa Exhibit 1-B.pdf, C-4-142 Grow Odessa Industrial District 1-B 2023-27 renewal.pdf, THE STATE OF TEXAS § COUNTY OF ECTOR § ODESSA INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DISTRICT AGREEMENT NO. 1-B THIS ODESSA INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DISTRICT AGREEMENT NO.1-B (this “Agreement”) is made by and between the City of Odessa, a home rule municipality and municipal corporation of the State of Texas (the “City”), and Grow Odessa, a non-profit corporation, its assignees, lessees, and subsequent purchasers of the Site (the “Company”). RECITALS Section 42.044, Local Government Code authorizes a municipality to designate any part of its extraterritorial jurisdiction (“ETJ”) as an industrial district, to treat such area in a manner considered by the governing body to be in the best interests of the municipality, and to enter into agreements with owners of land in the district. Such agreements may guarantee the continuation of the extraterritorial status of the district and its immunity from annexation for a period not to exceed 15 years and may contain such other terms and considerations that the parties agree to be DRAFT reasonable and appropriate and not unduly restrictive of business activities. In order to protect the health, safety, and welfare of persons and property in areas within and adjacent to the City, in order to encourage the growth and development of industrial facilities, in order to promote economic development in such areas and in this State, and in order to provide water and wastewater services as authorized by city ordinances, the City desires to enter into this Agreement. Company intends to develop the real property described in Exhibit “A” (the “Site”) through the development of one or more industrial facilities (the “Facilities”), and desires to enter into this Agreement in order to provide for, among other things, the continuation of the Site as part of the ETJ, the immunity of the Site from annexation for the term of this Agreement, and the provision of certain municipal services to the Site. NOW, THEREFORE, in consideration of the mutual covenants of the parties, the City and Company agree as follows: Article I Industrial District 1.01 The City hereby designates the Site as an industrial district within the meaning of Section 42.044, Local Government Code. The City agrees that the Site shall remain an industrial district throughout the term of this Agreement. 1.02 The City agrees that the Site shall be immune from annexation by the City throughout the term of this Agreement. 1.03 Company’s rights as set forth in this Agreement are appurtenant to the land and shall be transferred to any subsequent owner of the Site upon transfer of title to the Site. LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-B 2023-24 Page 1 of 11  Article II Municipal Services 2.01 If Company desires to obtain municipal services such as potable water, raw water, sanitary sewer or fire suppression services at Site from the City, it may submit a request to the City to provide such services. Such services may be provided by the City at the City’s discretion in separate written contracts approved by both the City and Company. 2.02 The City shall be under no obligation to provide to the Site any municipal services other than the services expressly referenced in Sections 2.01. 2.03 In the event this Agreement is terminated, or not renewed, City may, terminate the municipal services designated in Section 2.01. By this provision, however, if the Site is annexed, Company does not waive any rights to receive municipal services which by law may be required following any annexation of the Site or portion thereof. Article III Regulations 3.01 It is understood and agreed that Company shall develop the Facilities at the Site. DRAFT Company shall comply with all applicable State and Federal codes and regulations applicable to the operation of the Facilities. Company agrees to comply, as if inside the City limits, with all requirements of the City of Odessa Code of Ordinances regarding building, electrical and plumbing permits for all office and warehouse space. Company agrees to comply with all requirements of the City of Odessa Code of Ordinances regarding plats under the City’s normal rules and regulations and the City shall use the usual criteria in determining if permits or plats shall be approved. Company agrees to abide by requirements of the International Fire Code, as amended by the City of Odessa Code of Ordinances. For purposes of the Zoning Ordinance, Company’s property shall be treated as if located in a Light Industrial Zoning District. 3.02 An air-gap or back-flow preventer approved by the City is specifically required to be maintained between the City water system, if any, and the water system on the Site to insure safety of City’s water system. Company agrees to obtain any permits and to comply with any regulations regarding cross connections adopted by the City, or required by the appropriate State or Federal regulatory agency. 3.03 If City provides wastewater treatment services to the Site, Company shall comply with the quality standards for sewage as specified in Section 13-2, Division 4, of the Code of Ordinances of the City of Odessa and as may be subsequently required by City ordinance and State or Federal law. 3.04 In the event that City decides to provide water and sewer service, Company agrees to assume all costs of water and sewer mainline extensions that may be required and it further agrees that all such water and sewer extensions into Industrial District No. 1 shall be constructed in conformity with City of Odessa water and sewer line standards. The size, location and depth of all such extension lines shall be approved by the Director of Public Works for the City. In addition, all such lines shall be located within utility easements dedicated to the City of Odessa. All water and sewer services furnished by the LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-B 2023-24 Page 2 of 11  City under this contract or any separate agreement shall be furnished at the rate established for customers inside the City limits. However, if the term of this agreement shall expire or for any reason terminate, the Company shall no longer be eligible to receive utilities from the City. Any such water will only be provided by the City to the extent that it has surplus water available in excess of that deemed necessary by the City to serve the municipal needs and usage of the inhabitants and property located within the corporate limits of the City of Odessa including reserve supply needs for fire protection. In addition, if City agrees to provide water service, and the Company is installing a water line which would provide water, in an amount sufficient to support such, Company shall be required to abide by the provisions of the International Fire Code, as amended by City Code, with regard to the installation and maintenance of fire hydrants. Article IV Payment In Lieu of Taxes 4.01 As a payment in lieu of annexation, Company shall make a payment to City equal to the taxes that would have been paid had the Site been located in the City and as more specifically set forth in Sections 4.02 and 4.03 except the following property is specifically exempted: (a) Property in transit which has not established a situs on the property described in DRAFT Exhibit “A”. (b) Personal property owned by persons other than the owner or lessee of the real property. (c) Mineral interests. (d) Property which has not been sold or leased by Grow Odessa. 4.02 Subject to Section 4.01, Company agrees to pay City on or before October 1 of each year during the term of this Agreement or any renewals thereof a sum of money equal to the amount of ad valorem taxes that would have been due to City for that year if the subject property owned by Company had been located within the city limits of City during all of said year. Such payment shall become delinquent for the purposes of Section 7.02 hereof if not paid before February 1 of the next year. For the purpose of determining said payment amount, the value of the subject property shall be based on the annual appraisal by the Ector County Tax Appraisal Board. After establishing said yearly value in the manner mentioned above, the tax assessment ratio and the tax rate then in effect for City shall be applied in order to determine the amount of the payment due under this Agreement. Company agrees to pay all penalty and interest for late payment of ad valorem taxes on the subject property as if it were located within the city limits of City. City shall be entitled to a lien which would be subordinate to any Company Lender liens (herein, “Lender” shall mean the Lenders, security holders, investors, equity providers and others providing financing or refinancing to or on behalf of Company, for the development, construction, ownership, operation and maintenance of the industrial facility or any portion thereof, or any trustee or agent acting on behalf of any of the foregoing) on the real property owned by Company in the Industrial District when payments are not made as required. For the purpose of determining the property value of LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-B 2023-24 Page 3 of 11  Company for calculation of the annual payment hereinbefore described, the land which is the subject of this Agreement and any buildings and structures located thereon and any personal property located thereon shall be included within the term “property” upon which said payment is to be calculated. The personal property intended to be included within the term “property” shall include property in the nature of inventory, rolling stock, etc., subject to the general rules of law concerning the taxation of such personal property. 4.03 Company shall render its property subject to the payment to the Ector County Appraisal District on or before April 1 of each year. The Ector County Appraisal District shall appraise the property and consider the rendition in establishing its appraised value. If Company receives a statement of the amount of payment in lieu of annexation due and if it wishes to contest the appraised value, it shall set up a meeting with the appropriate employees of the Ector County Appraisal District to see if differences in the valuation can be resolved. If such differences cannot be resolved, the Ector County Appraisal District shall give Company written notice of its final decision and Company may contest such appraisal as herein provided. Company shall then have 60 days to appeal to the City Council. After the City Council ruling, Company shall have the right to petition the District Court as allowed by the Tax Code. Company shall have the right to utilize this appeals process to determine questions of property valuation until February 1st of the next year. The payments shall become delinquent and the values last established by the Ector County Appraisal District or City Council shall become conclusive upon the later DRAFT of February lst as referenced above in this Section, or if the case is appealed to the District Court, when the case is final and is no longer appealable. In the event of an appeal to the District Court, both parties waive any right to attorney fees under applicable law. Article V Annexation 5.01 Company agrees that the City may annex the Site upon termination of this Agreement, in the event the term of this Agreement expires and the Agreement is not renewed, or in the event this Agreement is terminated earlier for breach. After termination of this Agreement, Company agrees to sign a petition for annexation at the City’s request. 5.02 The annexation shall be conducted in accordance with the Municipal Annexation Act, Chapters 42 and 43, Local Government Code, and other applicable requirements of law. 5.03 Upon annexation, the use of the Site for purposes of the construction, maintenance, and operation of the Facilities shall be considered a conforming use for purposes of any zoning or similar regulations and such use shall be authorized to continue following annexation. Article VI Term of the Agreement 6.01 This Agreement shall have a term commencing on January 1, 2023 and ending on December 31, 2024, unless renewed in accordance with this Article VI or terminated earlier in accordance with Article VII. LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-B 2023-24 Page 4 of 11  Article VII Remedies 7.01 In the event Company fails or refuses to comply with the terms of this Agreement, the City may elect to bring suit to recover any sum of money due hereunder or may take any other action available at law or in equity. In the event the City elects to sue to recover any sum of money due under this Agreement, the same penalties, interest, attorney’s fees, and costs of collection shall be recoverable by the City as would be recoverable by the City in the case of delinquent ad valorem taxes. 7.02 Termination or cancellation of the Agreement prior to the end of its term shall not be authorized except in the event Company breaches this Agreement by failing to perform its obligations under this Agreement. 7.03 Prior to termination of the Agreement under Section 7.02, the City shall provide to Company at least 90 days notice and the opportunity to cure the breach within such period. 7.04 The termination of this agreement shall extinguish all rights, duties, obligations and liabilities of the City and Company under this Agreement, except all rights, duties, liabilities, and obligations accrued prior to such termination shall survive DRAFT termination. Article VIII Other Industrial District Agreements 8.01 Company is aware that the City has entered into in the past and may enter into in the future other industrial district agreements with other persons or companies and that such agreements may contain terms and conditions that are different than the terms and conditions in this Agreement. Company shall not object to such other industrial district agreements on the sole basis that the terms of such agreements are different from the terms herein where the terms contained in such other agreements are otherwise lawful. Article IX Assignment 9.01 This Agreement and the covenants and obligations set forth herein shall be considered to constitute covenants running with the land and shall extend to any person, company, or other entity to which the Site may be subsequently transferred, leased, or conveyed. The City is authorized but not required to file such covenants and conditions with the County Clerk of Ector County, Texas. Company shall provide to City notice of any such assignment. 9.02 The City acknowledges that a Lender to Company or its affiliates may under certain circumstances foreclose upon and sell, or cause Company to sell the Site and cause any new purchaser of the Site to assume all of the interests, rights and obligations of Company arising under this Agreement. In such event, the City agrees to the assignment by Company or the Lender of this Agreement and its rights and obligations herein to such purchaser. Company or Lender shall provide to City notice of any such action. LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-B 2023-24 Page 5 of 11  Article X Severability 10.01 The provisions of this Agreement are severable and if, for any reason, any one or more of the provisions contained in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall, subject to Section 10.02, remain in effect and be construed as if the invalid, illegal or unenforceable provision had never been contained in the Agreement. 10.02 In the event any provision of this Agreement is declared invalid, illegal, or unenforceable, the parties shall, upon the request of a party, promptly renegotiate in good faith a new provision to eliminate the invalidity and to restore this Agreement as nearly as possible to its original intent and effect. In the event an agreement cannot be reached in such renegotiation, this Agreement shall continue in force and effect as if it had been executed without the invalid provision. Article XI Notices 11.01 Notices given under this Agreement are deemed to have been duly delivered if hand DRAFT delivered or sent by United States certified mail, return receipt requested, postage prepaid, to: (a) If to the City: City of Odessa Attention: City Attorney P. O. Box 4398 Odessa, TX 79760-4398 Tel: (432) 335-3228 (b) If to Grow Odessa: Attention: Gustavo “Gus” Ortega - President 700 N. Grant, 2nd Floor Odessa, Texas 79761 Tel: (432) 333-7881 Fax: (432) 333-7858 and Odessa Chamber of Commerce Attention: Renee Earls, President/CEO 700 N. Grant, 2 nd Floor Odessa, Texas 79761 Tel: (432) 332-9111 Fax: (432) 333-7858 11.02 The names, titles, and addresses of either party in Section 11.01 maybe changed by City or Company by written notification to the other. LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-B 2023-24 Page 6 of 11 11.03 If Grow Odessa conveys or leases to another any portion of the Site to another Company, it shall provide the name, address and telephone number of the Company to whom the property was conveyed or leased. Article XII The City’s Obligations 12.01 In the event this Agreement requires the City to make a payment or other expenditure of funds, the obligation shall be payable solely from current revenues of the City. Article XIII Entire Agreement 13.01 This Agreement constitutes the entire agreement between parties respecting the subject matter hereof and supersedes any prior understanding or written or oral agreements concerning same. Article XIV Indemnity 14.01 Company shall indemnify and hold harmless the City, its respective officers, employees, DRAFT agents and contractors, from any and all claims, liabilities, losses, damages and expenses arising out of or in any manner connected with this Agreement, whether resulting from or caused by Company’s negligence, Company’s gross negligence, Company’s willful or intentional act or omission or other wrongful act of Company, and including all expenses, attorney’s fees and court costs which may be reasonably incurred by City in litigation or in any other way resisting any claim or liability which might be asserted against the City as the result of any such activities. Article XV Relationship 15.01 No term or provision of this agreement or act of Company in the performance of this Agreement shall be construed as making Company the contractor, agent, servant, joint venture, or employee of City. City is acting solely in a governmental capacity. Article XVI Governing Law 16.01 This Agreement, and the rights and obligations of the parties under or pursuant to this Agreement, shall be governed by the laws of the State of Texas. Article XVII Venue 17.01 Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance or non-performance of this Agreement, venue for said action shall be in the Ector County, Texas. LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-B 2023-24 Page 7 of 11  Article XVIII Counterparts 18.01 This Agreement may be executed in multiple counterparts, each of which shall be deemed original, and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. “CITY” CITY OF ODESSA By: Michael Marrero, City Manager ATTEST: Norma Aguilar-Grimaldo, City Secretary APPROVED AS TO FORM: DRAFT Natasha Brooks, City Attorney “COMPANY” GROW ODESSA By: __________________________________ Name: ________________________________ Title: _________________________________ Approved by City Council Ordinance No. __________ LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-B 2023-24 Page 8 of 11  (City of Odessa) THE STATE OF TEXAS § COUNTY OF ECTOR § This instrument was acknowledged before me on the _______ day of __________________, 2022, by Michael Marrero, City Manager of the City of Odessa, Texas, on behalf of the City of Odessa, Texas. Notary Public in and for the State of Texas DRAFT (GROW ODESSA) THE STATE OF TEXAS § COUNTY OF ECTOR § This instrument was acknowledged before me on the _______ day of __________________, 2022, by Gustavo “Gus Ortega, President of Grow Odessa. Notary Public in and for the State of Texas LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-B 2023-24 Page 9 of 11  DRAFT LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-B 2023-24 Page 10 of 11  DRAFT LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-B 2023-24 Page 11 of 11  RESOLUTION NO. 2022R-__ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ODESSA, TEXAS, DESIGNATING INDUSTRIAL DISTRICT 1-B, ODESSA, ECTOR COUNTY, TEXAS AS AN INDUSTRIAL DISTRICT; AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH THE OWNER OF SAID PROPERTY; PROVIDING FOR CONTINUED EXTRATERRITORIAL STATUS, CERTAIN SERVICES, RATES AND EXTENSION POLICIES, COVENANT TO RUN WITH THE LAND, PAYMENTS IN LIEU OF ANNEXATION; FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS RESOLUTION IS PASSED WAS NOTICED AND IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; PROVIDING A SAVINGS CLAUSE; AND DECLARING AN EFFECTIVE DATE WHEREAS, Section 42.044 of the Texas Local Government Code, authorizes any city to designate any part of its extraterritorial jurisdiction as an industrial district and to enter into agreements with the owners of property in such districts upon such terms as the city’s governing body deems to be in the best interest of the city; and WHEREAS, the City Council of the City of Odessa deems it to be in the public interest to designate the hereinafter described property as an industrial district and to authorize the execution of the hereinafter described agreement with the owner of said property; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ODESSA, TEXAS: Section 1. That the land described on the attached Exhibit “A”, which property is located within the extraterritorial jurisdiction of the City of Odessa, is hereby designated as an industrial district under the authority of Section 42.044 of the Texas Local Government Code, and previous industrial district designations, if any, are hereby revoked. Section 2. That the City Manager or his designee is authorized to execute any documents necessary to implement this resolution. Section 3. That all resolutions in conflict herewith shall be amended to the extent of such conflict only. Section 4. That the term of the agreement shall be for five (5) years commencing on January 1, 2023 and will expire on December 31, 2027, unless terminated by Company’s request for annexation. NE: \Resolutions\4r-082 Grow Odessa 1-B IDA renewal 2022 Page 1 of 2  The foregoing resolution was approved and adopted on the 22nd day of November, A.D., 2022, by the following vote: Mark Matta ___ Steven P. Thompson ___ Gilbert Vasquez ___ Greg Connell ___ Chris Hanie ___ Denise Swanner ___ Javier Joven ___ Approved this the 22nd of November, A.D., 2022. Javier Joven, Mayor ATTEST: Norma Aguilar-Grimaldo, City Secretary APPROVED AS TO FORM: Natasha Brooks, City Attorney NE: \Resolutions\4r-082 Grow Odessa 1-B IDA renewal 2022 Page 2 of 2  CITY OF ODESSA CITY COUNCIL AGENDA ITEM Meeting Date Contact Department Fiscal Impact? 11/22/2022 Natasha Brooks City Attorney’s Office No Work Session? Contacted Legal? Item Type Yes Yes Consent Resolution, CAPTION Consider renewal for Industrial District 1-C. SUMMARY Texas Local Government Code Section 42.044 authorizes the City of Odessa to designate any of its extraterritorial jurisdiction as an industrial district and to enter into agreements with the owners of property in such districts. To approve and authorize the renewal and execution of an industrial district agreement with Industrial District 1-C for five (5) years. Comments/Other Departments, Boards, Commissions or Agencies Supporting Documents 4r-081 Grow Odessa 1-C IDA renewal 2022.pdf, 4r-081 Grow Odessa Exhibit 1-C map.pdf, C-4-142 Grow Odessa Industrial District 1-C 2023-27 Renewal.pdf, THE STATE OF TEXAS § COUNTY OF ECTOR § ODESSA INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DISTRICT AGREEMENT NO. 1-C THIS ODESSA INDUSTRIAL DEVELOPMENT CORPORATION INDUSTRIAL DISTRICT AGREEMENT NO.1-C (this “Agreement”) is made by and between the City of Odessa, a home rule municipality and municipal corporation of the State of Texas (the “City”), and Grow Odessa, a non-profit corporation, its assignees, lessees, and subsequent purchasers of the Site (the “Company”). RECITALS Section 42.044, Local Government Code authorizes a municipality to designate any part of its extraterritorial jurisdiction (“ETJ”) as an industrial district, to treat such area in a manner considered by the governing body to be in the best interests of the municipality, and to enter into agreements with owners of land in the district. Such agreements may guarantee the continuation of the extraterritorial status of the district and its immunity from annexation for a period not to exceed 15 years and may contain such other terms and considerations that the parties agree to be reasonable and appropriate and not unduly restrictive of business activities. In order to protect the health, safety, and welfare of persons and property in areas within and adjacent to the City, in order to encourage the growth and development of industrial facilities, in order to promote economic development in such areas and in this State, and in order to provide water and wastewater services as authorized by city ordinances, the City desires to enter into this Agreement. Company intends to continue to develop the real property described in Exhibit “A” (the “Site”) through the development of one or more industrial facilities (the “Facilities”), and desires to enter into this Agreement in order to provide for, among other things, the continuation of the Site as part of the ETJ, the immunity of the Site from annexation for the term of this Agreement, and the provision of certain municipal services to the Site. NOW, THEREFORE, in consideration of the mutual covenants of the parties, the City and Company agree as follows: Article I Industrial District 1.01 The City hereby designates the Site as an industrial district within the meaning of Section 42.044, Local Government Code. The City agrees that the Site shall remain an industrial district throughout the term of this Agreement. 1.02 The City agrees that the Site shall be immune from annexation by the City throughout the term of this Agreement. 1.03 Company’s rights as set forth in this Agreement are appurtenant to the land and shall be transferred to any subsequent owner of the Site upon transfer of title to the Site. LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-C 2023-27 Page 1 of 11  Article II Municipal Services 2.01 If Company desires to obtain municipal services such as potable water, raw water, sanitary sewer or fire suppression services at Site from the City, it may submit a request to the City to provide such services. Such services may be provided by the City at the City’s discretion in separate written contracts approved by both the City and Company. 2.02 The City shall be under no obligation to provide to the Site any municipal services other than the services expressly referenced in Sections 2.01. 2.03 In the event this Agreement is terminated, or not renewed, City may, terminate the municipal services designated in Section 2.01. By this provision, however, if the Site is annexed, Company does not waive any rights to receive municipal services which by law may be required following any annexation of the Site or portion thereof. Article III Regulations 3.01 It is understood and agreed that Company shall develop the Facilities at the Site. Company shall comply with all applicable State and Federal codes and regulations applicable to the operation of the Facilities. Company agrees to comply, as if inside the City limits, with all requirements of the City of Odessa Code of Ordinances regarding building, electrical and plumbing permits for all office and warehouse space. Company agrees to comply with all requirements of the City of Odessa Code of Ordinances regarding plats under the City’s normal rules and regulations and the City shall use the usual criteria in determining if permits or plats shall be approved. Company agrees to abide by requirements of the International Fire Code, as amended by the City of Odessa Code of Ordinances. For purposes of the Zoning Ordinance, Company’s property shall be treated as if located in a Light Industrial Zoning District. 3.02 An air-gap or back-flow preventer approved by the City is specifically required to be maintained between the City water system, if any, and the water system on the Site to insure safety of City’s water system. Company agrees to obtain any permits and to comply with any regulations regarding cross connections adopted by the City, or required by the appropriate State or Federal regulatory agency. 3.03 If City provides wastewater treatment services to the Site, Company shall comply with the quality standards for sewage as specified in Section 13-2, Division 4, of the Code of Ordinances of the City of Odessa and as may be subsequently required by City ordinance and State or Federal law. 3.04 In the event that City decides to provide water and sewer service, Company agrees to assume all costs of water and sewer mainline extensions that may be required and it further agrees that all such water and sewer extensions into Industrial District No. 1-C shall be constructed in conformity with City of Odessa water and sewer line standards. The size, location and depth of all such extension lines shall be approved by the Director of Public Works for the City. In addition, all such lines shall be located within utility easements dedicated to the City of Odessa. All water and sewer services furnished by the LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-C 2023-27 Page 2 of 11  City under this contract or any separate agreement shall be furnished at the rate established for customers inside the City limits. However, if the term of this agreement shall expire or for any reason terminate, the Company shall no longer be eligible to receive utilities from the City. Any such water will only be provided by the City to the extent that it has surplus water available in excess of that deemed necessary by the City to serve the municipal needs and usage of the inhabitants and property located within the corporate limits of the City of Odessa including reserve supply needs for fire protection. In addition, if City agrees to provide water service, and the Company is installing a water line which would provide water, in an amount sufficient to support such, Company shall be required to abide by the provisions of the International Fire Code, as amended by City Code, with regard to the installation and maintenance of fire hydrants. Article IV Payment In Lieu of Taxes 4.01 As a payment in lieu of annexation, Company shall make a payment to City equal to the taxes that would have been paid had the Site been located in the City and as more specifically set forth in Sections 4.02 and 4.03 except the following property is specifically exempted: (a) Property in transit which has not established a situs on the property described in Exhibit “A”. (b) Personal property owned by persons other than the owner or lessee of the real property. (c) Mineral interests. (d) Property which has not been sold or leased by O.I.D.C. 4.02 Subject to Section 4.01, Company agrees to pay City on or before October 1 of each year during the term of this Agreement or any renewals thereof a sum of money equal to the amount of ad valorem taxes that would have been due to City for that year if the subject property owned by Company had been located within the city limits of City during all of said year. Such payment shall become delinquent for the purposes of Section 7.02 hereof if not paid before February 1 of the next year. For the purpose of determining said payment amount, the value of the subject property shall be based on the annual appraisal by the Ector County Tax Appraisal Board. After establishing said yearly value in the manner mentioned above, the tax assessment ratio and the tax rate then in effect for City shall be applied in order to determine the amount of the payment due under this Agreement. Company agrees to pay all penalty and interest for late payment of ad valorem taxes on the subject property as if it were located within the city limits of City. City shall be entitled to a lien which would be subordinate to any Company Lender liens (herein, “Lender” shall mean the Lenders, security holders, investors, equity providers and others providing financing or refinancing to or on behalf of Company, for the development, construction, ownership, operation and maintenance of the industrial facility or any portion thereof, or any trustee or agent acting on behalf of any of the foregoing) on the real property owned by Company in the Industrial District when payments are not made as required. For the purpose of determining the property value of LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-C 2023-27 Page 3 of 11  Company for calculation of the annual payment hereinbefore described, the land which is the subject of this Agreement and any buildings and structures located thereon and any personal property located thereon shall be included within the term “property” upon which said payment is to be calculated. The personal property intended to be included within the term “property” shall include property in the nature of inventory, rolling stock, etc., subject to the general rules of law concerning the taxation of such personal property. 4.03 Company shall render its property subject to the payment to the Ector County Appraisal District on or before April 1 of each year. The Ector County Appraisal District shall appraise the property and consider the rendition in establishing its appraised value. If Company receives a statement of the amount of payment in lieu of annexation due and if it wishes to contest the appraised value, it shall set up a meeting with the appropriate employees of the Ector County Appraisal District to see if differences in the valuation can be resolved. If such differences cannot be resolved, the Ector County Appraisal District shall give Company written notice of its final decision and Company may contest such appraisal as herein provided. Company shall then have 60 days to appeal to the City Council. After the City Council ruling, Company shall have the right to petition the District Court as allowed by the Tax Code. Company shall have the right to utilize this appeals process to determine questions of property valuation until February 1st of the next year. The payments shall become delinquent and the values last established by the Ector County Appraisal District or City Council shall become conclusive upon the later of February lst as referenced above in this Section, or if the case is appealed to the District Court, when the case is final and is no longer appealable. In the event of an appeal to the District Court, both parties waive any right to attorney fees under applicable law. Article V Annexation 5.01 Company agrees that the City may annex the Site upon termination of this Agreement, in the event the term of this Agreement expires and the Agreement is not renewed, or in the event this Agreement is terminated earlier for breach. After termination of this Agreement, Company agrees to sign a petition for annexation at the City’s request. 5.02 The annexation shall be conducted in accordance with the Municipal Annexation Act, Chapters 42 and 43, Local Government Code, and other applicable requirements of law. 5.03 Upon annexation, the use of the Site for purposes of the construction, maintenance, and operation of the Facilities shall be considered a conforming use for purposes of any zoning or similar regulations and such use shall be authorized to continue following annexation. Article VI Term of the Agreement 6.01 This Agreement shall have a term commencing on January 1, 2023 and ending on December 31, 2027, unless renewed in accordance with this Article VI or terminated earlier in accordance with Article VII. LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-C 2023-27 Page 4 of 11  Article VII Remedies 7.01 In the event Company fails or refuses to comply with the terms of this Agreement, the City may elect to bring suit to recover any sum of money due hereunder or may take any other action available at law or in equity. In the event the City elects to sue to recover any sum of money due under this Agreement, the same penalties, interest, attorney’s fees, and costs of collection shall be recoverable by the City as would be recoverable by the City in the case of delinquent ad valorem taxes. 7.02 Termination or cancellation of the Agreement prior to the end of its term shall not be authorized except in the event Company breaches this Agreement by failing to perform its obligations under this Agreement. 7.03 Prior to termination of the Agreement under Section 7.02, the City shall provide to Company at least 90 days notice and the opportunity to cure the breach within such period. 7.04 The termination of this agreement shall extinguish all rights, duties, obligations and liabilities of the City and Company under this Agreement, except all rights, duties, liabilities, and obligations accrued prior to such termination shall survive termination. Article VIII Other Industrial District Agreements 8.01 Company is aware that the City has entered into in the past and may enter into in the future other industrial district agreements with other persons or companies and that such agreements may contain terms and conditions that are different than the terms and conditions in this Agreement. Company shall not object to such other industrial district agreements on the sole basis that the terms of such agreements are different from the terms herein where the terms contained in such other agreements are otherwise lawful. Article IX Assignment 9.01 This Agreement and the covenants and obligations set forth herein shall be considered to constitute covenants running with the land and shall extend to any person, company, or other entity to which the Site may be subsequently transferred, leased, or conveyed. The City is authorized but not required to file such covenants and conditions with the County Clerk of Ector County, Texas. Company shall provide to City notice of any such assignment. 9.02 The City acknowledges that a Lender to Company or its affiliates may under certain circumstances foreclose upon and sell, or cause Company to sell the Site and cause any new purchaser of the Site to assume all of the interests, rights and obligations of Company arising under this Agreement. In such event, the City agrees to the assignment by Company or the Lender of this Agreement and its rights and obligations herein to such purchaser. Company or Lender shall provide to City notice of any such action. LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-C 2023-27 Page 5 of 11  Article X Severability 10.01 The provisions of this Agreement are severable and if, for any reason, any one or more of the provisions contained in this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall, subject to Section 10.02, remain in effect and be construed as if the invalid, illegal or unenforceable provision had never been contained in the Agreement. 10.02 In the event any provision of this Agreement is declared invalid, illegal, or unenforceable, the parties shall, upon the request of a party, promptly renegotiate in good faith a new provision to eliminate the invalidity and to restore this Agreement as nearly as possible to its original intent and effect. In the event an agreement cannot be reached in such renegotiation, this Agreement shall continue in force and effect as if it had been executed without the invalid provision. Article XI Notices 11.01 Notices given under this Agreement are deemed to have been duly delivered if hand delivered or sent by United States certified mail, return receipt requested, postage prepaid, to: (a) If to the City: City of Odessa Attention: City Attorney P. O. Box 4398 Odessa, TX 79760-4398 Tel: (432) 335-3228 (b) If to Grow Odessa: Attention: Gustavo “Gus” Ortega, President 700 N. Grant, 2nd Floor Odessa, Texas 79761 Tel: (432) 333-7881 Fax: (432) 333-7858 and Odessa Chamber of Commerce Attention: Renee Earls, President/CEO 700 N. Grant, 2 nd Floor Odessa, Texas 79761 Tel: (432) 332-9111 Fax: (432) 333-7858 11.02 The names, titles, and addresses of either party in Section 11.01 maybe changed by City or Company by written notification to the other. LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-C 2023-27 Page 6 of 11 11.03 If Grow Odessa conveys or leases to another any portion of the Site to another Company, it shall provide the name, address and telephone number of the Company to whom the property was conveyed or leased. Article XII The City’s Obligations 12.01 In the event this Agreement requires the City to make a payment or other expenditure of funds, the obligation shall be payable solely from current revenues of the City. Article XIII Entire Agreement 13.01 This Agreement constitutes the entire agreement between parties respecting the subject matter hereof and supersedes any prior understanding or written or oral agreements concerning same. Article XIV Indemnity 14.01 Company shall indemnify and hold harmless the City, its respective officers, employees, agents and contractors, from any and all claims, liabilities, losses, damages and expenses arising out of or in any manner connected with this Agreement, whether resulting from or caused by Company’s negligence, Company’s gross negligence, Company’s willful or intentional act or omission or other wrongful act of Company, and including all expenses, attorney’s fees and court costs which may be reasonably incurred by City in litigation or in any other way resisting any claim or liability which might be asserted against the City as the result of any such activities. Article XV Relationship 15.01 No term or provision of this agreement or act of Company in the performance of this Agreement shall be construed as making Company the contractor, agent, servant, joint venture, or employee of City. City is acting solely in a governmental capacity. Article XVI Governing Law 16.01 This Agreement, and the rights and obligations of the parties under or pursuant to this Agreement, shall be governed by the laws of the State of Texas. LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-C 2023-27 Page 7 of 11  Article XVII Venue 17.01 Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance or non-performance of this Agreement, venue for said action shall be in the Ector County, Texas. Article XVIII Counterparts 18.01 This Agreement may be executed in multiple counterparts, each of which shall be deemed original, and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. “CITY” CITY OF ODESSA By: Michael Marrero, City Manager ATTEST: Norma Aguilar-Grimaldo, City Secretary APPROVED AS TO FORM: Natasha Brooks, City Attorney “COMPANY” GROW ODESSA By: __________________________________ Name: ________________________________ Title: _________________________________ Approved by City Council Ordinance No. ______ LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-C 2023-27 Page 8 of 11  (City of Odessa) THE STATE OF TEXAS § COUNTY OF ECTOR § This instrument was acknowledged before me on the _______ day of __________________, 2022, by Michael Marrero, City Manager of the City of Odessa, Texas, on behalf of the City of Odessa, Texas. Notary Public in and for the State of Texas (GROW ODESSA) THE STATE OF TEXAS § COUNTY OF ECTOR § This instrument was acknowledged before me on the _______ day of __________________, 2022, by Gustavo “Gus” Ortega of Grow Odessa. . Notary Public in and for the State of Texas LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-C 2023-27 Page 9 of 11  EXHIBIT “A” Metes and Bounds Industrial District 1-C A 191.08 ACRE TRACT OF LAND SITUATED IN A PORTION OF SECTION 25, BLOCK 42, TOWNSHIP 2 SOUTH, T & P RY. CO. SURVEY, ECTOR COUNTY, TEXAS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING at the southeast corner of said 191.08 acre tract (N=19644479.31, E=1679022.43) a point lying on the east line of said Section 25 and the west right-of-way line of Pagewood Avenue, from which the southeast corner of said Section 25 bears S 14o 13’ 40” E (measured), S 15o 16’ 30” E (record), a distance of 1887.30 feet; THENCE S 75o 54’ 30” W (measured), S 74o 52’ 00” W (record) along the north line of Texas Electric Service Company right-of-way, a distance of 4848.11 feet to a point lying on the east right-of-way line of Meadow Avenue; THENCE N 14o 22’ 43” W (measured), N 15o 25’ 33” W (record) along said east right-of-way line of Meadow Avenue, a distance of 1037.45 feet; THENCE N 59o 50’ 00’ E (measured), N 58o 47’ 10” E (record), a distance of 3009.78 feet to a round ½ inch iron rod and a point lying on the westerly line of a 2.22 acre tract as described in Volume 881, Page 52, Ector County Deed Records; THENCE along said 2.22 acre tract boundary for the following 4 courses and distances: THENCE S 14o 15’ 54” E (measured), S 15o 18’ 44” E (record), a distance of 318.74 feet to a round ½ inch iron rod; THENCE N 75o 46’ 04” E (measured), N 74o 43’ 14” E (record), a distance of 250.91 feet to a round ½ inch iron rod; THENCE N 30o 42’ 11” E (measured), N 29o 39’ 21” E (record), a distance of 28.29 feet to a round ½ inch iron rod; THENCE N 14o 15’ 54” W (measured), N 15o 18’ 44” W (record), a distance of 376.04 feet; THENCE departing said 2.22 acre tract boundary N 59o 50’ 00” E (measured), N 58o 47’ 10” E (record), a distance of 1753.31 feet (measured), 1753.15 feet (record) to a point lying on the east line of said Section 25; THENCE S 14o 13’ 40” E (measured), S 15o 16’ 30” E (record) along the east line of said Section 25 and the west right-of-way line of Pagewood Avenue, a distance of 2434.78 feet (measured), 2434.81 feet (record) to the point of BEGINNING. SAID TRACT OF LAND CONTAINS 8,323,518 SQUARE FEET OR 191.08 ACRES MORE OR LESS. LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-C 2023-27 Page 10 of 11 LE: \(C) Contracts\(C-4) Industrial Districts\C-4-142 Grow Odessa IDA\C-4-142 Grow Odessa Industrial District 1-C 2023-27 Page 11 of 11  RESOLUTION NO. 2022R-____ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ODESSA, TEXAS, DESIGNATING INDUSTRIAL DISTRICT 1-C, ODESSA, ECTOR COUNTY, TEXAS AS AN INDUSTRIAL DISTRICT; AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH THE OWNER OF SAID PROPERTY; PROVIDING FOR CONTINUED EXTRATERRITORIAL STATUS, CERTAIN SERVICES, RATES AND EXTENSION POLICIES, COVENANT TO RUN WITH THE LAND, PAYMENTS IN LIEU OF ANNEXATION; FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS RESOLUTION IS PASSED WAS NOTICED AND IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; PROVIDING A SAVINGS CLAUSE; AND DECLARING AN EFFECTIVE DATE WHEREAS, Section 42.044 of the Texas Local Government Code, authorizes any city to designate any part of its extraterritorial jurisdiction as an industrial district and to enter into agreements with the owners of property in such districts upon such terms as the city’s governing body deems to be in the best interest of the city; and WHEREAS, the City Council of the City of Odessa deems it to be in the public interest to designate the hereinafter described property as an industrial district and to authorize the execution of the hereinafter described agreement with the owner of said property; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ODESSA, TEXAS: Section 1. That the land described on the attached Exhibit “A”, which property is located within the extraterritorial jurisdiction of the City of Odessa, is hereby designated as an industrial district under the authority of Section 42.044 of the Texas Local Government Code, and previous industrial district designations, if any, are hereby revoked. Section 2. That the City Manager or his designee is authorized to execute any documents necessary to implement this resolution. Section 3. That all resolutions in conflict herewith shall be amended to the extent of such conflict only. Section 4. That the term of the agreement shall be for five (5) years commencing on January 1, 2023 and will expire on December 31, 2027, unless terminated by Company’s request for annexation. NE: \Resolutions\4r-081 Grow Odessa 1-C IDA renewal 2022 Page 1 of 2  The foregoing resolution was approved and adopted on the 22nd day of November, A.D., 2022, by the following vote: Mark Matta ___ Steven P. Thompson ___ Gilbert Vasquez ___ Greg Connell ___ Chris Hanie ___ Denise Swanner ___ Javier Joven ___ Approved this the 22nd of November, A.D., 2022. Javier Joven, Mayor ATTEST: Norma Aguilar-Grimaldo, City Secretary APPROVED AS TO FORM: Natasha Brooks, City Attorney NE: \Resolutions\4r-081 Grow Odessa 1-C IDA renewal 2022 Page 2 of 2