Odessa Development Corporation

PUBLIC NOTICE ODESSA DEVELOPMENT CORPORATION BOARD OF DIRECTORS MEETING City Council Chambers - City Hall, 5TH Floor 411 W. 8th Street, Odessa, Texas 79761 Thursday, November 14, 2019, at 2:00 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 Odessa Development Corporation will meet as set out above to consider the following items: 1. Invocation 2. Consider Minutes of October 16, 2019 3. Contractors reports: A. Economic Development Dept.-Odessa Chamber – Wesley Burnett B. CVA Advertising & Marketing – Craig Van Amburgh C. UTPB-America’s SBDC – Tyler Patton, Business Consultant D. MOTRAN – James Beauchamp, President E. City Administrative Support; Financials for September 2019 – Cindy Muncy 4. Consider and discuss newly drafted ODC bylaws Robert Carroll 5. Consider approval of second annual incentive payment to UTPB based on compliance Robert Carroll with the Economic Development Agreement 6. Discuss potential nominees to fill pending vacancy on 2020-2021 Compliance ODC Board Committee 7. ODC Committee and Officer reports: A. Advertising Committee – Gene Collins, Ted Tuminowski B. Downtown Odessa Inc. Design Committee – Gene Collins C. Compliance Committee – Melanie Hollmann D. Odessa Partnership – Betsy Triplett-Hurt 8. Adjourn This notice is being posted on the south door of City Hall and on the bulletin board of the first floor of City Hall, Odessa, Texas, on the City of Odessa’s website www.odessa-tx.gov, and on the Odessa Development Corporation’s website www.odessatex.com, this the _____ day of _______________, 2019, at _______ ___.m., said time being more than seventy-two hours (72) prior to the time at which the subject meeting will be convened and called to order. The meeting is available to all persons regardless of disability. Individuals with disabilities who require special 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 hours (24) in advance of the meeting. ____________________________________________ Norma Aguilar-Grimaldo, City Secretary  ODESSA DEVELOPMENT CORPORATION CITY OF ODESSA, TEXAS October 16, 2019 A regular meeting of the Odessa Development Corporation (ODC) was held on October 16, 2019 at 2:00 p.m., in the Council Chambers, fifth floor, City Hall, 411 W. 8th St., Odessa, Texas. Members present: Betsy Triplett-Hurt, Melanie Hollmann, Tim Edgmon, Ted Tuminowski, Gene Collins and Mayor David Turner, ex-officio. Others present: City Staff: Norma Aguilar-Grimaldo, City Secretary; Natasha Brooks, City Attorney; Robert Carroll, Assistant City Attorney; Cindy Muncy, Interim City Manager; ODC Contractors: Wesley Burnett, Economic Development; Tyler Patton, UTPB- SBDC; Bryan Bierwirth, UTPB-SBDC; Renee Earls, Chamber of Commerce; and Others: Council members Mari Willis and Tom Sprawls, and other interested citizens. A quorum being present, Mrs. Triplett-Hurt called the meeting to order and the following proceedings were held: Mr. Collins gave the invocation. September 12, 2019 minutes. Motion was made by Mr. Edgmon and seconded by Mr. Tuminowski to approve the minutes. The motion was approved by unanimous vote. Contractors report: Economic Development: Odessa Chamber, CVA Advertising and Marketing, UTPB-America’s SBDC, MOTRAN, and City Administrative support. Mr. Burnett reported that American Standard, a plumbing operation, was discussing their plans. Sabre Chemical was adding more to their facility in renovations and was meeting with financial institutions. There were no tax abatements. Project 2019-02 was a manufacturer of housing components. The will be visiting Odessa seeking land in the opportunity zone. There were many calls and retention visits. An ODC advertising was done in the Odessa American. Mr. Patton reported UTPB-SBDC end of the year numbers. There were 3,403 counseling sessions with 2927 counseling hours. There were 42 seminars with 736 attendees. There was over $20 million in capitalization with over $3 million in Odessa. There were 236 jobs reported. Seminars were promoted through Face Book, Eventbrite, emails, and contacts. Mr. Bierwirth reported that the Business Challenge would start on January 14, 2020. The timeline was planned for upcoming challenge. Mrs. Muncy reported on the August financial statement. She stated that investments were $59 million. The parking garage was paid, which reduced the accounts payable. The Odessa College and UTPB payments were pending until the invoice was received. Expenditures were on track but the marketing expenses were down. There were no changes in the reserve commitments. Motion was made by Mr. Edgmon and seconded by Mr. Collins to approve the August financial report. The motion was approved by unanimous vote. ODC Minutes October 16, 2019 Page 2 Discuss and consider newly drafted ODC bylaws. Mr. Carroll stated that the bylaws were streamlined and there were housekeeping changes. The document flowed and provided a smooth transition of the sections. Mr. Tuminowski was concerned with the term “professional capacity” as it was subjective. Mr. Collins suggested providing specific terms. Ms. Hollmann recommended adding banking, finance, law, accounting and engineering. Mr. Tuminowski stated that moral values was also subjective. The board did not have an issue with the term. Mr. Tuminowski asked about the nepotism laws as to the extension of relation. Mr. Carroll stated it followed the City’s nepotism policy. Mrs. Triplett-Hurt asked that under the ex-officio to add two ODC representatives to the Compliance Committee. She asked about the application process. The City Secretary received the applications. The board would vote on the finalized bylaws at the November meeting. Audit contract with Weaver and ODC. Mrs. Muncy reported that the proposal for the audit was done in 2014 with two years options of renewals. Due to the financial conversion at the City, she recommended to renew the contract with Weaver. The audit would be the fiscal year ending September 30, 2019. The contract included the Economic Development Department. Motion was made by Ms. Hollmann and seconded by Mr. Collins to approve the Weaver audit contract. The motion was approved by unanimous vote. Update on the TEDC Workshop in August 2019. Mr. Collins attended an economic development workshop and there was an update on the open meetings act. Discussion was held on Type A & B funds. The Attorney General’s rulings were provided. The use of funds for infrastructure was widely used in Texas. Mr. Tuminowski wanted the funds for infrastructure to be used to support businesses. Receive and consider recommendation from Compliance Committee to approve a contract granting an economic development incentive to Downing Wellhead Equipment, LLC. Mr. Burnett stated that the Compliance Committee recommended the agreement. Downing Wellhead was based in Oklahoma. It was consolidating its business from Midland to Odessa. They would bring 50 jobs from Midland. There were be 53 new jobs over five years, and have $2 million in equipment. The incentives was for $1.64 million. Jobs would be maintained and added each year. Currently, they were looking at land in Odessa. Mr. Tuminowski stated it was a reference from OHFC, Jill Miller. Motion was made by Ms. Hollmann and seconded by Mr. Edgmon to approve the Downing Wellhead economic development contract. The motion was approved by unanimous vote. Consider approval of Compliance Committee recommendation of payment to Glazer’s Beer and Beverage of Texas, LLC based on compliance with the Economic Development Agreement. Mr. Burnett reported that Glazier was one year in operation. Weaver provided the audit and it meet the requirements of the contract. The Compliance Committee recommended paying Glazier its first installment. Mrs. Triplett-Hurt wanted the process standardized in that the audit be completed in 30 days after all the documents were received. ODC Minutes October 16, 2019 Page 3 Motion was made by Mr. Collins and seconded by Ms. Hollmann to approve Glazer’s payment of the economic development agreement. The motion was approved by unanimous vote. Receive and vote on three pending Downtown Façade and Infrastructure Grants: LCA – Façade; EWLW, LLC – Infrastructure; Ambler Law – Façade and Infrastructure. Mr. Carroll reported that LCA requested a façade grant at 521 N. Texas. LCA’s total investment was $48,947.96. The recommended grant was $25,000. Motion was made by Mr. Edgmon and seconded by Mr. Collins to approve the façade grant for $25,000. The motion was approved by unanimous vote. Mr. Carroll stated that EWLW requested an infrastructure grant at 712 N. Texas. The roof and air conditioning would be replaced. The recommended grant was for $13,582.50. Motion was made by Mr. Collins and seconded by Mr. Edgmon to approve the infrastructure grant for $25,000. The motion was approved by unanimous vote. Mr. Carroll stated that Ambler Law requested a façade grant at 511 N. Lincoln. The design was within the guidelines. The building was purchased and met all building codes. The Design Committee recommended the grant for $25,000. The owner will add additional features and follow the guidelines. Motion was made by Mr. Edgmon and seconded by Ms. Hollmann to approve the façade grant for $25,000. The motion was approved by unanimous vote. Mr. Collins reported that the Design Committee was working on standardizing rates as roofing to give a realistic figure for the projects. Mr. Carroll explained the standardization of rates through a software program to protect the funds. Consider and possible approval of 2019-2020 Compliance Committee Appointees. Motion was made by Ms. Hollmann and seconded by Mr. Edgmon to appoint Gaven Norris to the Compliance Committee. The motion was approved by unanimous vote. Mrs. Triplett-Hurt noted that the Black Chamber and Hispanic Chamber needed a representative for the Compliance Committee and should be made aware. Ms. Brooks reached out to the Hispanic Chamber. Discuss potential nominees to fill pending vacancy on 2020-2021 Compliance Committee. There would be three vacancies for next year on the Compliance Committee. Attorneys and CPAs were needed. The qualifications were reviewed. ODC Committee and Officer Reports. The advertising ads were great. Mrs. Triplett Hurt wanted the City to document the experience with the August 31 event. Mr. Collins asked for a meeting with Dr. Woodley, UTPB President, to discuss the housing. UTPB was dedicating an area for housing. ODC Minutes October 16, 2019 Page 4 The meeting adjourned at 3:11 p.m. ATTEST: APPROVED: Norma Aguilar-Grimaldo, TRMC, CMC Betsy Triplett-Hurt City Secretary President  Odessa Chamber of Commerce Economic Development Services for the Odessa Development Corporation October 2019 Projects 2017-04 Project American Standard has received an incentive application and plans for major consolidation / expansion project, 60 sf with 6 acres of yard storage. They are exploring lease options in Odessa to retain 50 employees and hire 10 new. Company has contracted with CBRE for building search and will be working with Economic Development staff. This is an ongoing project information will be forthcoming as collaboration efforts proceed. • Company continues to seek assistance with expansion in Odessa • Company is working with landowner for location and increasing footprint • Waiting on Company to complete application 2018-07 Project Recycle is a Waste-to-Energy Company converting all organic waste into marketable energy. They are seeking to repurpose an existing facility for a recycling plant project that will extract oil, carbon and steel belts from used tires for identified users. The plant design is to process 4.0 tons per day. This will create 19 jobs + supervisor and operate on 3 shifts. The company has applied for TCEQ Air Permit to operate at this location. They would like to use the crumb onsite and help cleanup the tire problem in Ector County. • Company CEO visited Odessa and gained ownership of abandoned tires, (approximately 3 million) and crumbs at the Safe Tire Disposal Site • Company continues to work out financing on project expects to be operational mid 2019 • Application has been reviewed by the Compliance Committee • Project recommended for approval by Compliance Committee, awaiting agreement from legal • ODC approval project, company evaluating moving forward • No update 1  2018-01 • Lead from the Governor’s office; Sabre Chemical, a chemical manufacturing business is seeking a HQ location in Odessa, adding 200 jobs to the workforce • Seeking rail service location • Company narrowing facilities list, will be working with Economic Development staff • Negotiating for a facility continues and is close to completion • Company is in final negotiation on existing facility in Odessa, will submit incentive application soon • Company has closed on building, currently has 60 employees, plans to ramp up to 200 over 3 years • HQ and distribution office, incentive application should be submitted soon • Company continues to develop options for increasing facility size and job numbers. Discussion of locating more of operation in Odessa • Company has incentive application, negotiations for increasing and expanding operations in Odessa 2018-05 • X-Energy is seeking to construct and operate a specific nuclear reactor in Ector County, Texas. This is a long-term project that would not expect to be in operation until 2024 and a $1.5 billion project • This intrinsically safe procedure is expected to generate the sale of electricity and process heat from this facility which could self-suffice the plant operations and costs • A feasibility study has returned favorable and positive feedback • Ongoing discussion with company for further information • Company visited Odessa, toured GCA-very favorable, feasibility moving forward on business model • Company will return to Odessa and discuss water issues surrounding communities moving forward • Company plans to be in Odessa in December 2018 with DOE representatives to explore options and Odessa investments • Company and DOE, TRRC visited Odessa, project to move forward • Ongoing, no report 2018-08 • Company seeking 70 acres with rail for a multi-use chemical manufacturing company. This will create 50 jobs and anticipates a $20 million investment • Discussion with several landowners are ongoing • On hold pending owner’s evaluation of project • Will be a 2019 project • Negotiation continues for Odessa location • Owner evaluating company position, 4th quarter or early 2020 on relocation options 2  2019-01 • Project Rockhound is a 1000-megawatt solar project in western Ector County. $1 billion CapEx, process of incentives with taxing entities ongoing 2019-02 • Manufacturer of housing components, 200-300 jobs, interest in locating facility in Odessa, initial discussions, application ongoing • Exploring property in Opportunity Zone • Negotiations continue for project location in Odessa 2019-03 • Oil and Gas manufacturing company out of state wishes to consolidate operations into Odessa • 62 retained and transferred jobs, 46 new jobs created, $7 million payroll • Compliance met and will be recommending incentives to ODC board • ODC Board and City Council approved an incentives package for the project 3 Local Business Retention and Expansion • Multiple local expansions in beginning stages • Project Separator (RACK Industries) expansion, ODC approved incentives for $8 million capital investment, 34 retained jobs, 59 new jobs. City Council approved in August • Agreements being executed • Met with Chair of Odessa College welding Manufacturing Department in reference to equipment needs • Met with Dr. Howard and Carla Byrnes to discuss building needs for the CTE Programs Odessa Partnership • September meeting held. Good attendance. County not represented. • Next meeting in November Business Retention and Expansion • Completed 6 visits to local industries Housing • OHFC approved for incentives on 216-unit multi-family project expansion on 87th Street Research and Development • Completed updates to Odessa Chamber Directory Services and Other Activities • Ingham Economic Index July Report sent via Mailchimp and posted to website • Odessa Development News / Economic Indicators for September sent via Mailchimp and posted to website • Certificates of Origin for Eckel International Inc., equipment and parts shipping to Dubai • Certificate of Origin for MagniFlo Corporation for parts shipping to Libya • Certificate of Origin for Tillery & Parks for parts shipping to Trinidad • Certificate of Origin for Fitz Torque Converters, Inc., for parts shipping to Korea • Demographic information, Erik Butterworth with Ace Hardware • Property search for Gene Collins, prospect in search of 5-10 acres in West Odessa • Demographic information, Steve Steen with Medical Center 4  Partner Visits TIP Strategies Director Participated Impact Data Workshop Staff Participated TEDC Annual Conference Director / Staff Participated IEDC Texas Delegation Reception Director Participated Leadership Business & Industry Planning Director Participated OU Economic Development Institute Staff Participated Precision Manufacturing Advisory – OC Staff Participated High Ground Annual Meeting Director Participated LCA 40th Anniversary Reception Director / Staff Participated 5  Odessa Economic Indicators 2019 Building Permits September 2019 Total Value 2018 Total Value New Single Family 77 $14,801,605 61 $11,652,970 New Commercial 6 $8,747,404 1 $1,400,000 Other 87 $15,548,320 92 $15,007,400 Totals 170 $39,097,329 154 $28,060,370 YTD Totals 1,580 $322,540,948 1,753 $247,154,936 Sales and Use Tax September 2019 2018 % Change City of Odessa $5,805,282 $5,689,604 2.03% Totals YTD $55,427,395 $45,502,123 21.81% Labor Market Statistics Permian Basin Rig Count September 2019 2018 Month 2019 2018 Civilian Labor Force 87,152 86,184 September 310 388 Total Employment 84,846 84,040 August 329 383 Total Unemployment 2,306 2,144 July 335 378 Unemployment Rate 2.6% 2.5% June 321 384 Payroll Employment Estimate 82,700 81,700 Midland International Air and Space Port MLS Statistics-Residential (SF/COND/TH) August 2019 2018 September 2019 2018 Enplaned 53,424 47,708 Total Sold 136 156 Deplaned 56,356 48,357 Dollar Volume $32,760,822 $34,627,047 Enplaned YTD 480,273 444,516 Total Sold YTD 1,329 1,249 Deplaned YTD 479,975 437,856 Volume YTD $321,286,391 $260,881,516 Sources: City of Odessa Building Inspection Division, State Comptroller of Public Accounts, Midland International Air and Space Port, Labor Market and Career Information, Odessa Board of Realtors and Baker Hughes Published by the Odessa Chamber of Commerce kathiv@odessaecodev.com (432) 332-9111 ODESSA DEVELOPMENT CORPORATION OCTOBER 2019 ACTIVITIES PODCAST/TV AD SERIES Podcast - Opportunity Odessa NOW AIRING: Kirk Edwards Coming soon: Ray Perryman and Russell Tippin. TV News Segment - Spirit of Odessa Currently planning segments covering housing, education, healthcare, local expansion, and explaining ODC’s role in city growth. KWES - Investing at Home NOW AIRING: Russell Tippin (MCH) in October, and Kevin Slater in November.. TELEVISION Our BR&E :30 TV spot ran on the Golf Channel, NASCAR Races on FS1 andNBCS, the World Series and select NFL games on KPEJ-TV, NBA games on ESPN and TNT, and college football games on KMID (ABC) and KOSA (CBS) TRADE PUBLICATIONS Recently placed a 1/4 page ad in Business Facilities 2020 Site-Seekers Guide. WEBSITE UPDATES Met Friday, November 8, with Chamber ED Department to work identify updates and additions to the website. SOCIAL MEDIA/DIGITAL MEDIA Overview In October, our overall social media engagement and likes were expectedly lower in some are- as after two months of unusually high traffic due to Odessa’s national news stories. We conti- nued the page likes campaign on Facebook, resulting in 13 new page likes, but views and en- gagement were down. Our Twitter impressions and profile visits were up, but followers were CVA 5030 E. University, Ste. 401 B Odessa, TX 79762 T 432-368-5483 F 432-366-9434 E craig@cvaadv.com www.cvaadv.com slightly lower. LinkedIn metrics were also lower across the board because our recent paid cam- paign ended this month. Facebook Over the last month on Facebook, CVA has continued to generate content from relevant arti- cles of local news organizations. Page views and engagement were down this month, but page likes showed a slight increase over last month. Our video views were down significantly after the 518% increase we saw in September from the 9/11 remembrance video. Our campaigns resulted in 13 new page likes and reached a total of 5,203 people. Twitter Over the last month on Twitter we had a 38% increase in profile visits and an 11% increase in impressions, but a slight decrease in followers. We have continued to tweet the same content we share on Facebook to engage new and existing followers as well as retweeting relevant content. Our tweets resulted in 3,164 impressions, and 58 visits to our profile. LinkedIn This month on LinkedIn we have continued sharing relevant articles with a focus on local con- tent. Our LinkedIn metrics were down overall due to the ending of our page likes campaign. Website Our website traffic this month was significantly lower than August and September, but that is expected after our national media presence during those months. October’s numbers were consistent with our previous norms. The majority of our traffic this month came from organic search, which comprised 38% of visits (compared to 68% last month), and social media was higher with 34%. Our bounce rate was down, indicating that people are finding relevant con- tent to read. Info on new followers/likes: LinkedIn: 0 new followers Facebook: 13 new page likes Twitter: 0 new followers CVA 5030 E. University, Ste. 401 B Odessa, TX 79762 T 432-368-5483 F 432-366-9434 E craig@cvaadv.com www.cvaadv.com  Odessa Development Corporation Digital Report October 2019 Social Overview Facebook Overview Facebook Top Posts Twitter Overview Top Tweets LinkedIn Overview Website Performance  UTPB SMALL BUSINESS DEVELOPMENT CENTER 2019-2020 New Business Start-Ups & Expansions November-19 ODESSA OTHER LOCATIONS ACTIVITIES Counseling New Businesses 0 New Businesses 1 212 Seminars 3 Sessions Am Full-Time Jobs 4 Full-Time Jobs 4 15 Am Ind/N/Alaskan 0 Ind/N/Alaskan Asian/pac. Part Time Jobs 0 Part Time Jobs 0 2 Asian/pac. Islander 2 Islander Black 39 Black 8 Total Jobs 4 Total Jobs 4 Hispanic 83 Hispanic 33 Non-Hispanic 74 Non-Hispanic 36 Total Clients 212 Total Attendees 90 Counseling 229 Training Hours 180 Hours Cumulative End of Year 2019/20 Oct-19 Nov-19 Dec-19 Jan-19 Feb-19 Mar-19 Apr-19 May-19 Jun-19 Jul-19 Aug-19 Sep-19 2018/19 Totals Totals Counseling Sessions 212 212 3403 Counseling Hours 229 229 2927 Seminars Presented 3 3 42 Attendees 90 90 736 Training Hours 180.0 180 1446 New Businesses 1 1 43 Odessa New Business 0 0 13 Capitalization $1,025,000 $1,025,000 $19,824,583 Odessa $250,000 $250,000 $3,895,616 Capitalization Full-Time Jobs 8 8 192 Odessa FullTime 4 4 70 Jobs Part Time Jobs 0 0 72 Odessa Part Time 0 0 24 Jobs Total Jobs 8 8 236 11/8/2019 KAM  ODESSA DEVELOPMENT CORPORATION BALANCE SHEET SEPTEMBER 2019 ASSETS Investments - Local Government Pools $ 29,272,583 Investments - U.S. Government Securities 1,004,450 Investments - CDs and CDARs 3,186,010 Investments - Municipal Securities 12,133,787 Investments - Money Market 12,312,032 Interest Receivable - U.S. Agency Notes 13,788 Interest Receivable - Municipal Securities 146,272 Prepaid Expenses 286,846 TOTAL ASSETS $ 58,355,768 LIABILITIES Accounts Payable $ 175 TOTAL LIABILITIES 175 FUND BALANCE Reserved - Short Term Commitments Due Within One Year Odessa College - 2nd Project Training Facility $ 6,595,855 UTPB - 2nd Project Training Facility 1,500,000 Total Short Term Commitments 8,095,855 Reserved - Long Term Commitments Due in More Than One Year FMC Technologies 229,196 Glazer's Beer & Beverage 1,134,991 Select Energy 73,497 Summit Power Energy, LLC 5,000,000 West Texas Food Bank 293,866 Odessa College - 2nd Project Training Facility 1,000,000 UTPB - 2nd Project Training Facility 4,500,000 Total Long Term Commitments 12,231,550 Total Reserved 20,327,405 Assigned (TXDOT Projects) 11,436,330 Assigned (Workforce Housing Infrastructure Incentives) 5,000,000 Unreserved 21,591,858 TOTAL FUND BALANCE 58,355,593 TOTAL LIABILITIES AND FUND BALANCE $ 58,355,768  ODESSA DEVELOPMENT CORPORATION STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE TOTAL BUDGET COMPARISON SEPTEMBER 2019 TOTAL REMAINING BUDGET ACTUAL - YTD BALANCE REVENUES 4-A Sales Tax Receipts $ 12,000,000 $ 14,751,946 $ 2,751,946 Miscellaneous Income/Refunds - 478,824 478,824 Interest Income 500,000 1,332,894 832,894 Gain and or (Loss) on Investments (200,000) 150,837 350,837 TOTAL REVENUES $ 12,300,000 $ 16,714,501 $ 4,414,501 EXPENDITURES Supplies and Materials $ 1,500 $ 363 $ 1,137 Audit Services 30,000 34,050 (4,050) Special Services 50,000 56,199 (6,199) Insurance 15,000 15,000 - Bank Services 6,000 6,750 (750) Administration Fee - City of Odessa 205,349 205,349 - Contingencies 100,000 - 100,000 Contracted Economic Development Services Chamber of Commerce 836,277 836,277 - MOTRAN 170,000 170,000 - UTPB - Small Business Center 111,294 111,294 - Promotional Marketing 674,900 370,432 304,468 UTPB - SBDC Entrep. Contest 381,720 194,036 187,684 Façade Grants 250,000 49,840 200,160 Business Incentives 44,000,000 573,231 43,426,769 TOTAL EXPENDITURES $ 46,832,040 $ 2,622,820 $ 44,209,220 EXCESS (DEFICIENCY) OF REVENUE OVER EXPENDITURES $ (34,532,040) $ 14,091,681 $ 48,623,721 FUND BALANCE - AT BEGINNING OF YEAR $ 44,263,912 $ 44,263,912 $ - FUND BALANCE - AT END OF YEAR $ 9,731,872 $ 58,355,593 $ 48,623,721  ODESSA DEVELOPMENT CORPORATION CHANGES IN RESERVED FUND BALANCE SEPTEMBER 2019 Reserved - Short Term Commitments Dates in Fiscal Years Current Month Prior Month Month End Change Pmt Began Expires FMC Technologies $ - $ - $ - 2017-18 2021-22 Select Energy - - - 2017-18 2021-22 Standard Sales Company, LP. - - - 2014-15 2018-19 West Texas Food Bank - - - 2016-17 2020-21 Odessa College - 2nd Project Training Facility 6,595,855 6,595,855 - 2017-18 2019-20 UTPB - 2nd Project Training Facility 1,500,000 1,500,000 - 2017-18 2021-22 Total Short Term Commitments $ 8,095,855 $ 8,095,855 $ - Reserved - Long Term Commitments Dates in Fiscal Years Current Month Prior Month Month End Change Pmt Began Expires FMC Technologies $ 229,196 $ 229,196 $ - 2017-18 2021-22 Glazer's Beer & Beverage 1,134,991 1,134,991 - Not started (5 year payout) Select Energy 73,497 73,497 - 2017-18 2021-22 Summit Power Energy, LLC 5,000,000 5,000,000 - Expired; pending bankruptcy West Texas Food Bank 293,866 293,866 - 2016-17 2020-21 Odessa College - 2nd Project Training Facility 1,000,000 1,000,000 - 2017-18 2019-20 UTPB - 2nd Project Training Facility 4,500,000 4,500,000 - 2017-18 2021-22 Total Long Term Commitments $ 12,231,550 $ 12,231,550 $ - Total Reserved Fund Balance $ 20,327,405 $ 20,327,405 $ -  ODESSA DEVELOPMENT CORPORATION INVESTMENT SUMMARY SEPTEMBER 2019 This investment summary report is in full compliance with the investment strategy as established per the City's Investment Policy and the the Public Funds Investment Act. The fair value for the beginning and end of the reporting period are as follows: CHANGES IN FAIR VALUE BEGINNING PURCHASE AND SALES ENDING INVESTMENT BALANCE AMOUNT INTEREST AMOUNT BALANCE GOVERNMENT POOLS $ 28,178,755 $ 1,194,707 $ 51,878 $ 152,757 $ 29,272,583 CD'S AND CDARS 3,180,298 - 5,712 - 3,186,010 SAVINGS AND MONEY MARKETS 11,927,088 350,000 34,944 - 12,312,032 MUNICIPAL BONDS 12,490,744 - (6,957) 350,000 12,133,787 AGENCY NOTES 1,005,600 - (1,150) - 1,004,450 TOTAL $ 56,782,485 $ 1,544,707 $ 84,426 $ 502,757 $ 57,908,862 Note: This investment report is prepared in accordance with Generally Accepted Accounting Principles (GAAP), and is in compliance with the City of Odessa's investments strategies in the investment policy, and with relevant provisions of the Public Funds Investment Act. Interim Assistant City Manager/ Financial Reporting Accountant  ODESSA DEVELOPMENT CORPORATION INVESTMENT PORTFOLIO SEPTEMBER 30, 2019 Beginning of Month INVESTMENT TYPE YTM MATURITY PAR FAIR** Local Government Investment Pools TexPool 2.43% Open $ 21,203,884 $ 21,203,884 Logic 2.58% Open 6,974,871 6,974,871 Total Local Government Investment Pools $ 28,178,755 $ 28,178,755 Weighted Average Rate Per Pools Tot. 2.47% Money Market Investment Frost Money Market 2.33% Open $ 11,927,088 $ 11,927,088 Total Money Markets $ 11,927,088 $ 11,927,088 Weighted Average Rate Per MM Total 2.33% CD AND CDARs Investments AimBank - 12 Month CD 2.35% 8/31/19 $ 2,099,290 $ 2,149,606 BBVA CD 2.52% 12/15/19 1,017,654 1,030,691 Total CD and CDARs Investments $ 3,116,944 $ 3,180,298 Weighted Average Rate Per CD's Total 2.41% Municipal Securities Atlanta GA E Tax 2.69% 1/1/20 $ 1,000,000 $ 1,000,830 Arizona ST B Tax 2.18% 7/1/20 340,000 340,486 State of Connecticut 3.63% 9/15/19 350,000 350,140 Florida St Bd A Tax 2.64% 7/1/21 1,000,000 1,012,890 New York NY City Tax 1.70% 11/1/19 2,000,000 1,998,800 Union City NJ B Tax 2.80% 3/1/20 300,000 305,007 Kansas St Dev H Tax 1.40% 4/15/20 820,000 822,960 State of Texas 1.99% 10/1/19 1,000,000 999,910 Center TX ISD Tax 5.40% 2/15/21 1,000,000 1,049,210 Dallas TX 2.21% 10/1/20 3,325,000 3,335,407 Pittsburg PA Urban Dev 1.80% 12/1/19 770,000 769,654 Texas Tech University 1.95% 2/15/21 500,000 505,450 Total Municipal Securities $ 12,405,000 $ 12,490,744 Weighted Average Rate Per Muni Total 2.40% U.S. Agency Notes FHLB 4.13% 12/13/19 $ 1,000,000 $ 1,005,600 Total U.S. Agency Notes $ 1,000,000 $ 1,005,600 Weighted Average Rate Per Agency Total 4.13% TOTAL INVESTMENTS 2.45% $ 56,627,787 $ 56,782,485 ** Amount does not reflect prior period market adjustments and represents fair market value adjustment as of current period end only.  ODESSA DEVELOPMENT CORPORATION INVESTMENT PORTFOLIO AUGUST 31, 2019 End of Month INVESTMENT TYPE YTM MATURITY PAR FAIR** Local Government Investment Pools TexPool 2.43% Open $ 22,284,838 $ 22,284,838 Logic 2.58% Open 6,987,745 6,987,745 Total Local Government Investment Pools $ 29,272,583 $ 29,272,583 Weighted Average Rate Per Pools Total 2.47% Money Market Investment Frost Money Market 2.01% Open $ 12,312,032 $ 12,312,032 Total Money Market $ 12,312,032 $ 12,312,032 Weighted Average Rate Per MM Total 2.01% CD AND CDARs Investments AimBank - 17 Month CD 2.35% 8/31/19 $ 2,099,290 $ 2,153,870 BBVA CD 2.52% 12/15/19 1,017,654 1,032,140 Total CD and CDARs Investments $ 3,116,944 $ 3,186,010 Weighted Average Rate Per CD's Total 2.41% Municipal Securities Arizona ST B Tax 2.18% 7/1/20 $ 340,000 $ 340,350 Atlanta GA E Tax 2.69% 1/1/20 1,000,000 1,000,920 Florida St Bd A Tax 2.64% 7/1/21 $ 1,000,000 1,011,730 New York City 1.70% 11/1/19 2,000,000 1,999,640 Union City NJ B Tax 2.80% 3/1/20 300,000 304,281 Kansas St Dev H Tax 1.40% 4/15/20 820,000 822,722 State of Texas 1.99% 10/1/19 1,000,000 1,000,000 Dallas TX 2.21% 10/1/20 3,325,000 3,334,177 Center Tex ISD Tax 5.40% 2/15/21 1,000,000 1,045,740 Pittsburg PA Urban Dev 1.80% 12/1/19 770,000 769,962 Texas Tech University 1.95% 2/15/21 500,000 504,265 Total Municipal Securities $ 12,055,000 $ 12,133,787 Weighted Average Rate Per Munis Total 2.37% U.S. Agency Notes FHLB 4.13% 12/13/19 $ 1,000,000 $ 1,004,450 Total U.S. Agency Notes $ 1,000,000 $ 1,004,450 Weighted Average Rate Per Agencies Total 4.13% TOTAL INVESTMENTS 2.38% $ 57,756,559 $ 57,908,862 ** Amount does not reflect prior period market adjustments and represents fair market value adjustment as of current period end only.  BYLAWS OF ODESSA DEVELOPMENT CORPORATION ARTICLE I PURPOSE AND POWERS Section 1.1 Purpose. The Corporation is incorporated for the purposes set forth in Article IV of its Articles of Incorporation, the same to be accomplished on behalf of the City of Odessa, Texas (the “City”) as its duly constituted authority and instrumentality in accordance with the Development Corporation Act, as amended, Chapters 501-507, Local Government Code, as amended, (the “Act”), and other applicable laws. Section 1.2 Powers. In the fulfillment of the corporate purpose, the Corporation shall be a Type A organization governed by the Act, and shall have all of the powers set forth and conferred in its Articles of Incorporation, in the Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. Section 1.3 Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The Registered Agent for the Corporation shall be the City Manager, subject that the Board of Directors from time to time, may change the registered agent and/or the address of the registered office, subject to City Council approval, provided that such change is appropriately reflected in the Bylaws. The registered office of the Corporation is located at 411 W. 8th Street, Odessa, 79760, Ector County, Texas, and at such address is the Corporation, whose mailing address is 411 W. 8th Street, Odessa, 79760, Ector County, Texas. Section 1.4 Principal Office. The principal office of the Corporation in shall be located th at 411 W. 8 Street, City of Odessa, Ector County, and it shall be identical with the registered office of the Corporation. ARTICLE II BOARD OF DIRECTORS Section 2.1 Powers. The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the “Board”) and, subject to the restrictions imposed by law, by the Articles of Incorporation, and by these bylaws, the Board shall exercise all of the powers of the Corporation. Section 2.2 Number and Terms of Office. a. The Board shall consist of five (5) directors, to be appointed by City Council in accordance with the Act and the City’s Home-Rule Charter, as each may be amended, with the Mayor or City Councilmember designee as a sixth (6) ex-officio member. The Mayor or designee shall not have the power to vote in the meetings attended, shall not be counted for purposes verifying a quorum, and shall be for the purpose of ensuring that information is accurately LECH\(A) Administrative\(A-5) Organization\A-5-77 ODC\A-5-77.4\Bylaws_REDLINE_11.5..2019 (RC) Page 1 of 11 communicated to the Council, the Chambers, and to promote cooperation in achieving the goals and objectives of economic development of the Odessa area and community. b. The term of all directors shall be two (2) years and the term shall start on January 1. Because there are five directors, any of the six Councilmembers may nominate a director, subject to the City Council, as a group, voting on the directors. However, the City Council may vary specific director terms in order to maintain a board with staggered terms. c. A person may be appointed for three (3) successive terms. Directors shall continue to hold office until their replacement has been appointed. A person appointed after the expiration of a term shall hold office for the remainder of the term or until their successor is appointed. d. Directors may be removed from office by the City Council at will. Additionally, any director is automatically removed from office that director is absent in excess of fifty (50) percent of all Regular Meetings during a twelve-month period. The Council will be free to appoint a person immediately to fill the vacated position. e. Any director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. f. Any vacancy occurring upon the Board of Directors shall be filled for the unexpired term by the City Council. g. The Mayor of the City of Odessa is to be a non-voting ex officio member of the Board of Directors, and may attend all meetings of the Board. The Mayor may cause City staff to provide assistance and administrative support to the Board, as needed and by contractual agreement. Section 2.3 Qualifications. a. The Council shall consider an individual’s experience, accomplishments and educational background in appointing Directors to ensure that the interests and concerns of all segments of the community are considered. Each director shall have one of the following qualifications: (i) serve, or have served, as chief executive officer of a company; or (ii) serve, or have served, in a position of executive management of a company; or (iii) serve, or have served, in a professional capacity, including but not limited to commercial banking, lending, accounting, insurance or law; or (iv) have experience equivalent to any of the above qualifications; or (v) have served on the Compliance Committee. b. The persons appointed director shall also be subject to the following qualifications: (i) be a resident of the City of Odessa or be a resident of Ector County; (ii) be a person of upstanding moral values; and (iii) be a person committed to making Odessa a better place, through economic development and the creation or retention of new jobs. c. The Council, in their appointment of directors, shall be subject to nepotism laws (See Chapter 573 of the Texas Local Government Code). No Councilmember may appoint a person who is related to either the Mayor or any of the Councilmembers within the prohibited degrees of relationship. LECH\(A) Administrative\(A-5) Organization\A-5-77 ODC\A-5-77.4\Bylaws_REDLINE_11.5..2019 (RC) Page 2 of 11  Section 2.4 Meetings of Directors. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at the principal office of the Corporation, located at 411 W. 8th Street in Odessa, Ector County, Texas. Section 2.5 Notice of Meetings. a. The regularly scheduled monthly meetings (“Regular Meetings”) of the Board shall be held without the necessity of notice to the directors except for posting as required by the Open Meetings Act. The Regular Meetings are the second Thursday of each month at 2:00 P.M. b. Special Meetings of the Board may be called by the president, by the secretary, by a majority of the directors, by the Mayor of the City, or by a majority of the Council. The secretary shall give notice to each director of each Special Meeting in person or by mail, telephone, or e- mail, at least seventy-two (72) hours before the meeting and by posting in compliance with the Open Meetings Law. Unless otherwise indicated in the notice thereof, any and all matters pertaining to the purposes of the Corporation may be considered and acted upon at a Special Meeting. At any meeting at which every director shall be present, even though without any notice, any matter pertaining to the purpose of the Corporation may be considered and acted upon consistent with applicable law. c. Whenever any notice is required to be given to the Board, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his or her post office address as it appears on the books of the Corporation, or by facsimile or e-mail address designated by the director, and such notice shall be deemed to have been given on the day of such mailing. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Regular or Special Meeting of the Board need be specified in the notice or waiver of notice of such meeting to the Director, unless required by the Board. A waiver of notice in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 2.6 Open Meetings Act. All meetings and deliberations of the Board shall be called, convened, held, and conducted, and notice shall be given to the public, in accordance with the Texas Open Meetings Act, Chapter 551, Texas Government Code, as amended. Section 2.7 Quorum. A majority of the voting directors shall constitute a quorum for the conduct of the official business of the Corporation. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board and of the Corporation, unless the act of a greater number is required by law or by these bylaws. Section 2.8 Conduct of Business. At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with rules of procedure as from time to time prescribed by the Board. LECH\(A) Administrative\(A-5) Organization\A-5-77 ODC\A-5-77.4\Bylaws_REDLINE_11.5..2019 (RC) Page 3 of 11  Section 2.9 Standards of Conduct. Directors shall not: a. Accept or solicit a benefit that might reasonably tend to influence the director in the discharge of the director’s official duties. b. Use the director’s official position to secure special privileges or exemptions for the directors or others. c. Disclose information that could adversely affect the property or affairs of the City or Board, or directly or indirectly, use any information understood to be confidential which was gained by reason of the director’s position or employment for the director’s own personal gain or benefit or for the private interest of others. d. Transact any business on behalf of the Board or City in the director’s official capacity with any business entity in which the director is an officer, agent or member, or in which the director has a family direct interest, as defined by the nepotism law of the state, or a direct financial interest. In the event that such a circumstance should arise then the director shall make known the director’s interest to the Board and the City Council and abstain from all further actions on that item. No economic development funds shall be used for any contract in which such a conflict of interest exist without the approval of the City Council. Section 2.10 Indemnification of Directors, Officers and Employees. a. As provided in the Act and in the Articles of Incorporation, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. b. The Corporation shall indemnify each and every member of the Board, its officers, and its employees, and each member of the Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, including attorney’s fees, incurred by any of such persons by reason of any actions or omissions that may rise out of the functions and activities of the Corporation. Section 2.11 Committees of the Board. The Board may, by resolution, designate two (2) or more directors to constitute an official committee of the Board to exercise such authority of the Board.. Such committees shall have the powers, duties, and responsibilities established by the Board. It is provided, however, that all final, official actions of the Corporation may be exercised only by the Board. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall provide a copy upon request. Section 2.12 Compliance Committee. The Board hereby appoints a compliance committee which shall be responsible for reviewing the qualifications of all applicants, as well as their proposals, and also reviewing all agreements between the Corporation and any beneficiary to ensure compliance with its bylaws, except as otherwise hereafter provided. a. Ten (10) members shall be appointed by the Board to the Compliance Committee and a quorum shall constitute four (4) committee members. The Committee shall also include six (6) non-voting ex-officio members that shall include one (1) Council member selected by the City Council, two (2) board members from the Odessa Development Corporation, and one (1) representative each from the Black Chamber of Commerce, Odessa Chamber of Commerce, and LECH\(A) Administrative\(A-5) Organization\A-5-77 ODC\A-5-77.4\Bylaws_REDLINE_11.5..2019 (RC) Page 4 of 11 Odessa Hispanic Chamber of Commerce, as appointed by each entity. These non-voting ex-officio members shall not have the power to vote in the meetings attended, shall not be counted for purposes of verifying a quorum. These ex-officio members shall be for the purpose of ensuring that information is accurately communicated to the Council, the Chambers, the Development Corporation, and to promote cooperation in achieving the goals and objectives of economic development of the Odessa area and surrounding community. b. Written policies or guidelines shall be in place to give direction to the Economic Development Department of the Chamber of Commerce (“EDD”) and to provide procedures for processing applications. Further, policies shall also be in place to provide for the Compliance Committee to make recommendations to the ODC Board regarding eligibility, required number of jobs, payroll, investment, economic development incentives, economic impact on the community, financial ability of the applicant and feasibility of applicant’s business plan. The policies shall be prepared by the committee and submitted to the Board for final approval. The policies shall be reviewed by the committee on an annual basis. c. A majority of the committee members shall have experience in commercial banking, lending, accounting, insurance or law. This committee shall be comprised of people who would be willing to volunteer their time in an advisory capacity to the Board. Section 2.13 Downtown Odessa, Inc., Design Committee. a. ODC does not appoint committee members to the Downtown Odessa, Inc. Board, but ODC does approve funding for Downtown Odessa, Inc. Façade and Infrastructure Grant Applications. b. The Design Committee is made up of one (1) ODC board member, one (1) member of the City Council, and the Mayor of the City of Odessa. c. Applicants for Downtown Odessa, Inc. façade and infrastructure grants that have received a recommendation from the Downtown Odessa, Inc. Design Committee shall not be required to obtain a recommendation from the Compliance Committee. Section 2.14 Advertising Committee. The Board may appoint a committee to review the plans of the entity conducting advertising on behalf of the Odessa Development Corporation as well as make suggestions for future advertising plans. The Committee shall be appointed by the Board and shall be made up of two (2) members of the Board. Section 2.15 Budget, Finance and Audit Committee. The Board may appoint a Budget, Finance, and Audit Committee, which would have the responsibility of working with the Board in the formation and promotion of the annual budget of the Corporation. This committee would also monitor all budget expenditures and investments of the Corporation. Eight (8) members shall be appointed by the Board to the Budget, Finance and Audit Committee and a quorum constitute four (4) committee members. Section 2.16 Committee for Business Retention and Expansion. The Board may appoint a Committee for Business Retention and Expansion, which would work with the directors of the Corporation to keep them informed of all development and activities concerning business retention and expansion. At least five (5) members shall be appointed by the Board to said committee and a quorum shall consist of at least one-half of its members. LECH\(A) Administrative\(A-5) Organization\A-5-77 ODC\A-5-77.4\Bylaws_REDLINE_11.5..2019 (RC) Page 5 of 11  Section 2.17 Committee for New Business Attraction and Recruitment. The Board may appoint a Committee for New Business Attraction and Recruitment, which would work with the Corporation’s Board and keep them informed of all developments and activities concerning business attraction and recruitment. At least five (5) members shall be appointed by the Board to said committee and a quorum shall consist of at least one-half of its members. Section 2.18 Committee Member Duties. a. It is important that all committee members be actively involved in the affairs of their committee, that attendance at committee meetings be excellent, and that they are receptive to any other forms of communication. Committee members should also be available for Special Meetings, if necessary. b. The following rules shall apply to all committees: (i) If a member misses more than three (3) consecutively called meetings without an excuse, the Board may dismiss that member by appointing a new member for that position for the remainder of the unexpired term. (ii) The City Secretary shall draw lots for all of the existing committee members so that one-half shall draw two-year terms and one-half shall draw one-year terms. After such initial term, all members shall serve two-year terms. (iii) Committee members are restricted to no more than three (3) consecutive terms. Time served prior to the initial term described above shall not be considered in the application of this restriction. (iv) The Committee chairperson shall be appointed by the committees for a one- year term. The existing chairperson shall continue to serve for the first one-year term. (v) Committee members shall continue to serve until their successor is appointed unless they resign or unless removed by the Board. A person appointed to continue a term shall serve until that term is completed and is eligible for reappointment. Time served in a partial term shall not be counted when interpreting the two-term restriction. (vi) A term is assigned to each committee member for the purpose of determining when the appointment should be reconsidered and not to confer any official status to the committee member. (vii) All committee members are at-will and their services are advisory to the ODC Board. ARTICLE III OFFICERS Section 3.1 Titles and Term of Office. a. The appointed officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer, and such other officers as the Board may from time to time elect or LECH\(A) Administrative\(A-5) Organization\A-5-77 ODC\A-5-77.4\Bylaws_REDLINE_11.5..2019 (RC) Page 6 of 11 appoint. One person may hold more than one office, except that the President shall not hold the office of Secretary. Terms of office shall be for one (1) year to commence as soon as possible each year after the director appointments are made by the City Council. Any officer may be reelected or reappointed by the Board. The President, each Vice President, and any assistant secretaries shall be named from among the members of the Board. The Treasurer, as the City Manager’s designee, and Secretary shall be employees of the City. b. All officers shall be subject to removal from office at any time by a vote of a majority of the entire Board. c. A vacancy in the office of any officer shall be filled by a vote of a majority of the directors, for the unexpired portion of the term of that office. Section 3.2 Powers and Duties of the President. The president shall be the chief executive officer of the Corporation, and, subject to the paramount authority of the Board, the president shall be in general charge of the properties and affairs of the Corporation, shall preside at all meetings of the Board, and may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. Section 3.3 Powers and Duties of the Vice President. The vice president shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the president during that officer’s absence or inability to act. Any action taken by the vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. Section 3.4 Powers and Duties of the Treasurer. The treasurer shall have the responsibility to see to the handling, custody, and security of all funds and securities of the Corporation in accordance with these bylaws. When necessary or proper, the treasurer may endorse and sign, on behalf of the corporation, for collection or issuance, checks, notes and other obligations in or drawn upon such bank or banks or depositories as shall be designated by the Board consistent with these bylaws. The treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all monies received and paid out on account of the corporation. The treasurer shall, at the expense of the Corporation, give such bond for the faithful discharge of his or her duties in such form and amount as the Board or Council may require. Section 3.5 Powers and Duties of the Secretary. The secretary shall keep the minutes of all meetings of the Board in books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation, shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to public inspection upon application at the office of the Corporation during business hours, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. The secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Section 3.6 Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for their actual LECH\(A) Administrative\(A-5) Organization\A-5-77 ODC\A-5-77.4\Bylaws_REDLINE_11.5..2019 (RC) Page 7 of 11 expenses incurred in the performance of their duties hereunder as prescribed in Article IV, Section 8. Other officers may be compensated as directed by the Board. ARTICLE IV FUNCTIONAL CORPORATED DUTIES AND REQUIREMENTS Section 4.1 General Development Plan. a. The Board shall research, develop, prepare, and submit to the City Council for its approval, an economic development plan for the City, which shall include proposed methods and the expected costs of implementation. The plan shall include both short-term and long-term goals for the economic development of the city, proposed methods for the elimination of unemployment and underemployment, and the promotion of employment, through the expansion and development of a sound industrial and manufacturing base for and within the City. b. The Board shall review and update the plan each year prior to submission of the annual budget required by other provisions of these bylaws. Section 4.2 Annual Corporate Budget. At least sixty (60) days prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the Council. The budget shall not be effective until the same has been approved by the Council. The Budget Workshop Meeting(s) may be held each year and shall be scheduled at least one (1) month in advance starting by July of each year, without the necessity of notice to the directors except for posting as required by the Open Meetings Act. Section 4.3 Books, Records, Audits. a. The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. b. At the direction of the Council, the books, records, accounts, and financial statements of the Corporation may be maintained for the Corporation by the accountants, staff and personnel of the City. In such event, the Corporation shall pay to the City reasonable compensation for such services. c. The Corporation, or the City if the option described in subsection (b) is selected, shall cause its books, records, accounts, and financial statements to be audited at least once each fiscal year by an outside, independent, auditing and accounting firm selected by the Corporation and approved by the Council. Such audit shall be at the expense of the Corporation. Section 4.4 Deposit and Investment of Corporate Funds. a. All proceeds from the issuance of bonds, notes, or other debt instruments (“Obligations”) issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to their issuance. LECH\(A) Administrative\(A-5) Organization\A-5-77 ODC\A-5-77.4\Bylaws_REDLINE_11.5..2019 (RC) Page 8 of 11  b. All other monies of the Corporation shall be deposited, secured and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of a City. The Board shall designate the accounts and depositories to be created and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of the Corporation upon the signature of its Treasurer and such other persons as the Board shall designate. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Department of Finance of the City. The Corporation shall pay reasonable compensation for such services to the City. Section 4.5 Expenditures of Corporate Money. a. The monies of the Corporation, including sales and use taxes collected pursuant to the Act, monies derived from the repayment of loans, rents received from the lease or use of property, the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property, and the proceeds derived from the sale of Obligations, may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: (i) Expenditures from the proceeds of Obligations shall be identified and described in the orders, resolutions, indentures, or other agreements submitted to and approved by the City Council prior to the sale and delivery of the Obligations to the purchasers thereof required by Section 6 of this Article; (ii) Expenditures that may be made from a fund created with the proceeds of Obligations, and expenditures of monies derived from sources other than the proceeds of Obligations may be used for the purposes of financing or otherwise providing one or more “Projects,” as defined in the Act. The specific expenditures shall be described in a resolution or order of the Board and shall be made only after the approval thereof by the City Council. However, with the approval of general guidelines by the City Council and the Board, micro loans may be approved by a separate Board or Committee. (iii) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required herein. Section 4.6 Issuance for Obligations. No Obligations, including refunding Obligations, shall be sold and delivered by the Corporation unless the Council shall approve such Obligations by action taken no more than 60 days prior to the date of sale of the Obligations. Section 4.7 Contracts. All economic development funds expended for the purpose of encouraging economic development shall satisfy the following requirements: a. Must be predominantly for the public purpose of the development and diversification of the economy of the City of Odessa. b. There must be sufficient assurance, by contractual or statutory obligations, and through continuing supervision by the City of Odessa or others that the public purpose will be accomplished. c. There must be sufficient protection for the handling of the public money. LECH\(A) Administrative\(A-5) Organization\A-5-77 ODC\A-5-77.4\Bylaws_REDLINE_11.5..2019 (RC) Page 9 of 11  d. There must be adequate consideration received for the payment of economic development funds. e. The purposes to be accomplished in each contract must be identified and must further identify by written provisions the amount of funds to be expended, the benefits to be received, such as new jobs or new investment in the City of Odessa, and must further specify the required period of time for providing the benefits. f. In the event that the specific purposes of the contract are not accomplished, the contract shall include provisions to require reimbursement of the economic development fund by the company. Section 4.8 Reimbursement of Expenses. Directors shall not receive any salary or compensation for their services as directors or officers. However, any expenses of directors, officers or employees shall be reimbursed pursuant to the policies of the City of Odessa and there may be no public expenditure or reimbursement with public funds for alcohol. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1 Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City, currently beginning on October 1 of each calendar year and ending on September 30 of the following calendar year, as set out in Article V, Section 72 of the Home Rule Charter. Section 5.2 Seal. The seal of the Corporation shall be as determined by the Board. Section 5.3 Approval or Advice and Consent of the Council. To the extent that these bylaws refer to any approval by the City or refer to advice and consent by the Council, such advice and consent shall be evidenced by a copy of a resolution, order or motion duly adopted by the Council. Section 5.4 Services of City Staff and Officers. Subject to the authority of the City Manager under the Charter of the city, the Corporation shall have the right to utilize the services of the City Attorney, the City Secretary, and the staff and employees of the Finance Department of the city, provided (i) that the Corporation shall pay reasonable compensation to the City for such services, and (ii) the performance of such services does not materially interfere with the other duties of such personnel of the City. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 6.1 Effective Date. These bylaws shall become effective upon the occurrence of the following events: a. The approval of these bylaws by the Board. b. The approval of these bylaws by the City Council; and LECH\(A) Administrative\(A-5) Organization\A-5-77 ODC\A-5-77.4\Bylaws_REDLINE_11.5..2019 (RC) Page 10 of 11  Section 6.2 Amendments to Articles of Incorporation and Bylaws. The Articles of Incorporation of the Corporation and these bylaws may be amended only in the manner provided in the Articles of Incorporation and the Act. Approved: 12/9/1997 Amended: 9/8/1998 Amended: 5/11/1999 Amended: 4/13/2004 Amended: 1/25/2011 Amended: 2/23/2016 Amended: 10/24/2017 Amended: City of Odessa By: David R. Turner, Mayor Approved: ______________, 2019 ATTEST: Norma Aguilar-Grimaldo, City Secretary APPROVED AS TO FORM: Natasha L. Brooks, City Attorney Odessa Development Corporation By: Betsy Triplett-Hurt, President Approved: ______________, 2019 ATTEST: Norma Aguilar-Grimaldo, City Secretary as Assistant Secretary to Board LECH\(A) Administrative\(A-5) Organization\A-5-77 ODC\A-5-77.4\Bylaws_REDLINE_11.5..2019 (RC) Page 11 of 11  MEMORANDUM CITY OF ODESSA Legal Department DATE: October 28, 2019 TO: Odessa Development Corporation (ODC) Board Members FROM: Natasha L. Brooks, City Attorney RE: Review of the University of Texas of the Permian Basin (UTPB) Review Report and Annual Payment This memorandum serves to verify that UTPB met the requirements pursuant to the Economic Development Agreement (the “Agreement”) between ODC and UTPB, executed on April 19, 2017. On October 18, 2019, UTPB provided the City of Odessa with a letter of certification, which substantiated compliance per the Agreement. Please see attached for your reference. Based on the information provided and a review of said information, UTPB is in compliance and should receive payment for the grant amount of $1,500,000.00 for the 2019 fiscal year. The documentation provided indicates that the salaries paid for each of the listed positions and departments for the year, benefits required by state or federal law, eligible courses completed by number, description and NAICS Code number, and the cost for such salaries and benefits required by state or federal law, equal $1,500,000.00 for the 2019 fiscal year. Please see attached for your reference. Further, UTPB submitted documentation showing that during the 2019 fiscal year the total number of on-campus students in Odessa that successfully completed the classes under approved NAICS codes complied with the minimum requirements: 2018-2019 Minimum Requirements Fall 2209 Spring 2139 Summer 633 2018-2019 Actual Number Fall 2593 Spring 2497 Summer 962 UTPB provided a signed W-9 tax identification form and an invoice/payment request. LECH\(C-7) Economic Development\C-7-243.1 UTPB _ 2nd Training Grant\2018-2019 Compliance\Memo re Review of the UTPB Review Report and Annual Payment 10.28.19