Odessa Development Corporation

PUBLIC NOTICE ODESSA DEVELOPMENT CORPORATION BOARD OF DIRECTORS MEETING 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 (“ODC”) will meet on Thursday, December 9, 2021, at 2:00 p.m. in the City Council Chambers - City Hall, 5th Floor, 411 W. 8th Street, Odessa, Texas 79761, for the purposes outlined in the attached agenda. The Open Meetings Act gives the public the right to speak on each item on the agenda at an open meeting. Members of the public may address the ODC Board about an agenda item during the meeting when the item is being considered. 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 _______________, 2021, 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  ODC Meeting Agenda December 9, 2021 2:00 p.m. 1. Invocation 2. Consider Minutes of November 18, 2021 ODC Board 3. Contractors’ reports: A. Economic Development Dept.-Odessa Chamber .............. Tracy Jones B. CVA Advertising & Marketing................................. Craig Van Amburgh C. Black Chamber of Commerce ........................................... Chris Walker D. UTPB-America’s SBDC ..................................................... Tyler Patton E. MOTRAN ................................................................ James Beauchamp F. City Administrative Support; Financials................................... Larry Fry 4. Remove from table and consider approving an economic development Jefferson Cox agreement with Rhodes USA, LLC 5. Consider approving an economic development agreement with Taylor Jefferson Cox Holdings, Inc./Sudden Service, Inc. 6. Consider approving an application for infrastructure incentives by Odessa Jefferson Cox Housing Finance Corporation 7. Remove from table and consider a resolution approving annual incentive Tim Edgmon payment for Select Energy based on Compliance Committee Cindy Muncy recommendation 8. Remove from table and consider a resolution approving a Compliance Cindy Muncy Consulting Services Agreement with Weaver and Tidwell, L.L.P. Jody Allred, Weaver 9. ODC Committee and Officer reports: A. Partnership ....................................................................... Tim Edgmon B. Tax Incentive ...................................... Melanie Hollmann, David Boutin C. Advertising ........................................................................ Tim Edgmon D. Downtown Grants Design Review Board ............................ Jeff Russell 10. Citizen comments on non-agenda items 11. Adjourn COURTESY RULES Thank you for your presence. The ODC Board appreciates your interest in Odessa City Government. PLEASE SILENCE OR TURN OFF ALL MOBILE DEVICES. If you wish to address the ODC Board, obtain a speaker card just inside the Council Chambers, complete the information requested on the card, and deliver to the Assistant ODC Secretary before the meeting or as soon as you can. Speakers will be heard as the individual item(s) in which they have registered an interest come before the ODC Board. Remarks will be limited to three (3) minutes per speaker. PLEASE GIVE YOUR NAME AND ADDRESS FOR THE RECORD. Delay or interruption of the proceedings will not be tolerated.  ODESSA DEVELOPMENT CORPORATION MINUTES CITY OF ODESSA, TEXAS November 18, 2021 A regular meeting of the Odessa Development Corporation (ODC) was held on November 18, 2021, at 2:00 p.m. in the Council Chambers, 5th floor, City Hall, 411 W. 8th St. Odessa, Texas. Members present: Tim Edgmon, Chris Cole, David Boutin, Larry Robinson, Jeff Russell, and Kris Crow. Member absent: Melanie Hollmann. Others present: City Staff: Norma Aguilar-Grimaldo, City Secretary; Natasha Brooks, City Attorney; and Cindy Muncy, Assistant City Manager; Alexa Moulakis, Downtown Odessa Events Coordinator; and Christina Buhnerkempe, Legal Assistant; and ODC Contractors: Tracy Jones, Economic Development; Tyler Patton, UTPB- SBDC; Craig Van Amburgh, CVA; James Beauchamp, MOTRAN; Chris Walker, Black Chamber of Commerce; and Renee Earls, Odessa Chamber of Commerce; and Others: Council members Mari Willis, Tom Sprawls, Steven Thompson, Detra White, Mark Matta, Denise Swanner; Wesley Burnett, Nacero; Hal Bouknight, Nacero, and other interested citizens. A quorum being present, Mr. Edgmon called the meeting to order, and the following proceedings were held: Mr. Burnett gave the invocation. October 18, 2021 minutes. Motion was made by Mr. Boutin and seconded by Mr. Crow to approve the minutes. The motion was approved by unanimous vote. Nacero TX 1 LLC status update. Mr. Bouknight stated that Nacero was progressing and thanked the board for its support in promoting Nacero. The design was progressing and the bids were out for the general contractors. He explained the methodology for the process of construction and it would build the labor force to build other Texas sites. He outlined the milestones and accomplishments. Milestones included committed natural gas supplier, a 25 year contractor, and approved air permit. Construction would begin the first quarter of next year. The property was closed and owned by Nacero. He reviewed Phase I and II. The site would be cleaned up that included the close and cap of wells. Mr. Bouknight reported that there were no issues on the financing. He stated that the gasoline will be available for commercial production in late 2025 or early 2026. The project would focus on lowering the carbon molecule footprint in the fuel industry. He explained the net zero carbon gasoline. Mr. Boutin stated that Dr. Ray Perryman cited the Nacero project in the economic forecast update on a cleaner fossil fuel. Mr. Bouknight explained the first train at a cost of $2.5 billion. He stated that there was a 6% increase added to the cost with inflation. He stated that there was the opportunity to train ODC Minutes November 18, 2021 Page 2 and grow the workforce for the community. Nacero would bring in workforce and there would be new residence to Odessa. He stated that local contractors would be part of the project and explained the process. There were approximately 20 qualified contractors. Contractors’ reports: Economic Development Department - Odessa Chamber, CVA Advertising and Marketing, Black Chamber of Commerce, UTPB-America’s SBDC, MOTRAN, and City administrative support - financials. Ms. Jones reported that project CTV was working on its tax abatements and Project Build was tweaking its application. Project Roadrunner would build to suit and a virtual meeting would be held in December. She stated that there were local businesses for expansion. Project GSI had a change in management. Mrs. Earls reported on the search for the Economic Development Director. Progress was being made with interviews and the goal of January 15 to fill the vacancy. Mr. Van Amburgh reported that outdoor billboards had welcomed Oil show visitors. A direct mail piece would be sent to the delegates. Social media increased. Mr. Walker stated that the Black Chamber of Commerce had an increase in social media. There were three potential small businesses and meetings will be held to encourage to open in Odessa. The Ebony Bar Awards was a bug success. The Black Chamber assisted with St. James Baptist Church in handing out food boxes to 125 needy families. A Turkey Leg Tussle would be held on November 27 that will benefit the Woodson Young Scholars Academy. Mr. Patton reported on SBDC’s October activity. There were 384 counseling sessions, five seminars presented, 289 counseling hours and three Odessa new businesses. He stated that there was one new expansion. The total capitalization was $1,146,076 with Odessa’s capitalization of $304,000. Mr. Beauchamp reported that Southwest Airlines added a direct flight to Austin. He reported that the infrastructure bills would provide for an additional $12 million. He outlined the projects that would benefit from the funds. Mrs. Muncy reported on the September financial report. She reported the total assets and liabilities. She reviewed the Fund Balance. Sales Tax receipts increased in October and November. September’s total revenues were $10,469,695 and expenditures were $3,065,750. Mrs. Muncy reviewed the payments on short term and long term commitments. The Downing Wellhead contract was terminated and the funds would be moved to unreserved funds. Mr. Crow asked about the investment beginning balance and ending balance. Mrs. Muncy explained the change. She stated as payments were made out the total was decreased. Mr. Cole asked about the Workforce Housing Incentives line item. Ms. Brooks stated that there has not been a review of the program. Mr. Boutin stated for it to be placed on the agenda to discuss the value or deficiency in the program. Mrs. Muncy reported that there were two contracts for the infrastructure funds. The payouts would be made once it was completed. Motion was made by Mr. Cole and seconded by Mr. Boutin to approve the finance report. The motion was approved by unanimous vote. Tabled – Rhodes USA economic development agreement. Mr. Edgmon stated that Rhodes was making some changes to the application. ODC Minutes November 18, 2021 Page 3 Motion was made by Mr. Cole and seconded by Mr. Boutin to table the item. The motion was approved by unanimous vote. Tabled - Annual incentive payment for Select Energy based on Compliance Committee recommendation. Mr. Edgmon stated that further analysis was needed to be discussed. Mr. Cole stated that Weaver was hired for the services to be provided on the contractors’ compliance. Mrs. Muncy explained Weaver’s process for reviewing the compliance in the contracts. She explained that there were questions regarding the full time employees (FTE) and its calculation from its reports. Select had excessive hours on individuals which may affect the total FTE. Mr. Russell stated that there were 941 employees reported. Mr. Russell was concerned with the number being overstated and the number that was used to calculate the FTE. He stated that there were a lot of non- salary related items on the total payroll. He was concerned if there were other instances with the other contracts and the methodology. Mrs. Muncy stated that Weaver would get information from Select and report back to the Compliance Committee. Motion was made by Mr. Cole and seconded by Mr. Robinson to table the item. The motion was approved by unanimous vote. Tabled – Weaver and Tidwell compliance consulting services agreement. Motion was made by Mr. Cole and seconded by Mr. Russell to table the item. The motion was approved by unanimous vote. Resolution No. ODC-2021R-24 – Budget amendment to reallocate funds from CVA to the Chamber EDD and amend economic development contractor agreements with CVA and the Chamber EDD. Mrs. Muncy stated that based on a committee review it was recommended to provide for a budget amendment from CVA to the Odessa Chamber EDD and the individual agreements. The total budget was not changed only the transfer of $86,500 from the CVA to the Chamber budget. Motion was made by Mr. Boutin and seconded by Mr. Russell to approve the resolution. The motion was approved by unanimous vote. Consider the ODC meeting in December. Mr. Edmon stated with the tabled items that there would be an ODC meeting on December 9. ODC Committee and Officer Reports: Partnership, Tax Incentive, Advertising and Downtown Grants Design Review Board. Mr. Russell stated that there were downtown applications in progress There were no other reports. Citizen comments on non-agenda items. None. Motion was made by Mr. Crow and seconded by Mr. Cole to adjourn the meeting. The motion was approved by unanimous vote. The meeting adjourned at 3:13 p.m. ATTEST: APPROVED: Norma Aguilar-Grimaldo, TRMC, CMC Tim Edgmon City Secretary President  Odessa Chamber of Commerce Economic Development Services for the Odessa Development Corporation November 2021 Odessa Receives TEDC CEDA Award for Nacero Project. Established in 1995 to recognize excellence and exceptional constitutions of Texas communities in Economic Development for innovativeness, transferability, community commitment and leverage, and measured impact. Recognition and award at TEDC’s Annual Conference in October. Projects Project Build • Building materials manufacturer, facility in Lubbock • Possible location in Odessa being considered • Initial meeting to discuss project • Draft application submitted • Information and discussion necessary for final application • Waiting on additional information for application • Compliance met, additional information requested • Compliance will meet again on December 2nd to discuss the project. Project CTV • $750 million CapEx • 200+/- jobs • Consultant doing due diligence for possible community incentives • NDA executed with taxing entities in order to move forward • Met with County, ECISD, MCH and OC • Narrowing list of locations, project moving forward • Application for Chapter 313 value limitation to ECISD • Site evaluation ongoing • Received letter of Completeness, progressing to taxing entities for consideration 1 • County meeting on incentives, awaiting further action • Comptroller certification received for Chapter 313, agreement with ECISD on September agenda • OC approved tax abatement • Other entities in discussions • ECISD approved Chapter 313 value of limitation incentive • Continue to work with taxing entities on tax abatement agreements GSI • Gasket manufacturing and seal distribution company • CapEx $250,000 • 5 new jobs, 5 retained • ODC and city approved $125K incentive • Contracts being reviewed • Had to hire new contractor, will sign agreement once design is complete • Close to design completion, should breakground within the next month • Meeting with Finance Director after the holidays Nacero • Site location consultants and staff conducted virtual site visit for a new heavy industrial manufacturing facility • 2,950 construction jobs during 3-4 year construction • 250-380 permanent employees • $3-6 billion CapEx, 24/7 operation • Completed, follow up, over 250 questions on site, utilities, rail etc • Clarification requested, addressed • Possibility of larger project, $9 billion capex, possible 5,000 construction jobs for 5 years, up to 500 permanent jobs, average salary +/- $90K • Grow Odessa, Penwell property as possible location , ongoing discussions on property, road access, incentives • Site visit October 6th, meetings with stakeholders and property review • Company in town February 4th – 5th, met with ECISD, County, MCH and OC • Company application for Chapter 313 value limitation by ECISD • Company TCEQ air quality application submitted • Company received completeness certification from Comptroller • Compliance Committee evaluated, will recommend incentives to ODC • ODC & City Council approved $20 million/10 years. Agreement to be developed. • Agreement under review, to be on June ODC agenda • ODC and City approved economic development agreement, executed 2  • County and OC agreements complete – County executed, OC executed • ECISD approved Chapter 313 agreement • MCH agreement in process • Awarded TEDC CEDA award in October for Community Excellence in Economic Development Project • Received the preliminary TCEQ permit • Received TCEQ Air Permit and close on some of the property in Penwell. Additonal closings are scheduled mid-December Sabre • 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 • Company narrowing facilities list, will be working with Economic Development staff • 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 • Company making improvements / upgrades to existing local facility • Company currently working on financing and restructuring project • Company moving forward, discussion ongoing • Discussion with company and plans for moving forward with project • Covid delay – reconnecting on project for update on process • No update Roadrunner • Respoded to a request for information from the Office of the Governor • Hosted site consultants for a tour of Odessa and to tour four possible sites • Follow up virtual meeting scheduled for November 9 • Provided additional information to consultant Local Business Retention and Expansion • Multiple local expansions in beginning stages 3  • Project Who, food manufacturer, working on ODC application. Still plans for Odessa location, timeline extended due to current situation • Project considering Permian Basin for oilfield waste solution facility • Emailed grant applications to two potential expansion projects Odessa Partnership • Meeting scheduled for January 12th. Business Retention and Expansion Visits • 3 business consultations in office • 1 business visits out of office Housing • 7 single family, 6 townhomes. Funding has begun. • Staff and Compliance Committee working with OHFC and potential housing development company interested in partnership for affordable housing projects. The developer could possibly build a manufacturing facility in Odessa, Project Build, if they get the project. Services and Other Activities • Callie Norris, ICA Properties request apartment information. 2021 Apartment Survey emailed • Certificate of Origin, Texas Specialty Ball Company, parts shipping to Jebel Ali Dubai • September Ingham Economic Index report sent vie Mailchimp and posted to website • October employment figures received, updated reports and website • 2021 Major Employers List updates finalized • October Odessa Development News sent via Mailchimp and posted to website 4  Partner Visits WNPAC 10th Year Celebration Event Director Dinner with the Falcon Crew Director United Way Presentation Staff Heritage of Odessa Community Statesman Award Director/Staff Odessa Chamber of Commerce Executive Committee meeting Staff SEMA High Ground – Las Vegas Staff BAH – First Basin Credit Union Staff OC Honors Luncheon Director/Staff Association of Fundraisers Professionals Award Luncheon Staff Team Texas RFP Meeting Staff Legilative Luncheon Director/Staff EPPB Leadership Team Meeting Director Chamber Board of Directors Meeting Director/Staff Chmura Jobs EQ Webinar – Let’s talk about the Supply Chain Staff Basin Abstract and Title Open House Staff 5  Odessa Economic Indicators 2021 Sales and Use Tax October 2021 2020 % Change City of Odessa $4,359,251 $3,888,046 12.18% Totals YTD $43,968,177 $46,268,990 -4.97% Labor Market Statistics Permian Basin Rig Count October 2021 2020 Month 2021 2020 Civilian Labor Force 79,734 81,869 October 179 87 Total Employment 74,423 71,803 September 172 81 Total Unemployment 5,311 10,066 August 168 77 Unemployment Rate 6.7% 12.3% July 163 75 Payroll Employment Estimate 70,600 68,200 Midland International Air and Space Port MLS Statistics-Residential (SF/COND/TH) October 2021 2020 October 2021 2020 Enplaned 50,228 29,155 Total Sold 137 147 Deplaned 48,007 28,096 Dollar Volume $35,339,921 $35,214,619 Enplaned YTD 391,527 257,248 Total Sold YTD 1,483 1,176 Deplaned YTD 393,444 258,204 Volume YTD $355,316,913 $279,849,263 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  UTPB SMALL BUSINESS DEVELOPMENT CENTER 2021-2022 New Business Start-Ups & Expansions November-21 ODESSA OTHER LOCATIONS ACTIVITIES Counseling New Businesses 2 New Businesses 3 285 Seminars 1 Sessions Am Am FTE's 4 FTE's 2 4 0 Ind/N/Alaskan Ind/N/Alaskan Asian/pac. Asian/pac. 0 0 Islander Islander Black 43 Black 1 Hispanic 133 Hispanic 7 Non-Hispanic 116 Non-Hispanic 7 Total Clients 285 Total Attendees 9 Counseling 202 Training Hours 9 Hours Cumulative End of Year 2021-2022 2020-2021 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22 Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Totals Totals Counseling Sessions 384 285 0 0 0 0 0 0 0 0 0 0 669 4453 Counseling Hours 289 202 0 0 0 0 0 0 0 0 0 0 491 3084 Seminars Presented 5 1 0 0 0 0 0 0 0 0 0 0 6 47 Attendees 80 9 0 0 0 0 0 0 0 0 0 0 89 696 Training Hours 80.0 9.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 89.0 789.0 New Businesses 4 5 0 0 0 0 0 0 0 0 0 0 9 50 Odessa New Business 3 2 0 0 0 0 0 0 0 0 0 0 5 19 Expansions 1 0 0 0 0 0 0 0 0 0 0 0 1 1 Capitalization $1,146,076 $503,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $1,649,076 $29,637,480 Odessa $304,000 $183,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $487,000 $9,448,903 Capitalization Total FTE's 25 6 0 0 0 0 0 0 0 0 0 0 31 192 12/1/2021 KAM I. Contact Information Applicant/Business Name (Exact legal name i.e. Corporation, LLC, Limited Partnership) RHODES USA, LLC SUBSIDIARY OF RHODES - NEO GENERAL CONSTRUCTION, LLC Mailing Address 212 DAVIS DRIVE, LUBBOCK TEXAS 79416 6Physical Address (If different from mailing address) City State Zip Code LUBBOCK TEXAS 79416 Phone Number/ Office Fax Number 806 500 2372 Phone Number Cell 325 899 7922 559 920 5790 Email Address Website emanuel@rhodes-usa.com www.rhodes-usa.com scott@rhodes-usa.com www.neogeneralconstruction.com Applicant's Representative Title Emanuel Papas Group CEO Scott Turner Managing Director Odessa Development Corporation and the City of Odessa are public entities subject to the Open Records Act (CH. 552, Gov. Code). Applicant waives all rights to confidentiality regarding information it conveys to the Chamber, ODC, and the City of Odessa, unless it identifies in writing the information that is subject to confidentiality and such non-disclosure does not violate the Open Records Act. 11/16/2021 Applicant's Signature Date 2 II. Project Information 1.Description of the Project and Type of Business 2. the estimated new capital investment for equipment and furniture; 3. percentage of physical assets purchased in Odessa; 4. list of new machinery, equipment and other physical assets. Establishment of a cold formed steel (CFS) prefabricated framing factory to supply local construction projects with an emphasis on supporting affordable housing construction, including Odessa workforce housing. New capital investment in the first 12-18 months of operation is expected to be $2,950,000 for machinery, tools, fit-out, equipment, associated logistics, install & commissioning management. Percentage of physical assets purchased in Odessa expected to be 10-15% for local materials and furniture. List of physical assets proposed as follows: RHODES USA: 1. 3 x Framecad 325iT machines and commissioning - $1,300,000 2. Fitout costs (internal and external) - $250,000 3. PPE, tools and office equipment - $160,000 4. Forklift variable reach - $90,000 5. Vehicles to manage and service area - $100,000 6. Starting inventory and stock - $600,000 NEO GENERAL CONSTRUCTION LLC, 1. On-Site Heavy Equipment - $200,000 2. Office equipment - $50,000 3. Tools - $100,000 4. Vehicles to manage and service area - $100,000 III. Facility Information Current Property Values in Odessa Building Equipment Looking to lease until to build or buy Address and Legal Description of each Address Of Location location (New or Expansion) circle one OIDC Industrial Park – 5 to 10 acres Currently Unknown Estimated New Capital Investment for Estimated Dates for Construction Building Construction Start: Complete: $10,000,000.00 10-01-2023 10-01-2024 3 Not all materials for Item 4 were available at the time of posting of this Agenda. Additional materials will be provided to the ODC Board prior to the meeting. Not all materials for Item 5 were available at the time of posting of this Agenda. Additional materials will be provided to the ODC Board prior to the meeting.  Application for Infrastructure Incentives Applicant lnformati0'l.Odessa Housina Finance Corooration Representative Name: Jill Miller Representative Cell : 432-638-3721 Business Name: Odessa Housing Finance Corporation Years in Business: 42 Email Address: jtmiller@odessahousing.com I Business Telephone#: 432-362-2349 Mailing address: 3801 N. Dixie Blvd. City: Odessa State:T IZip:79762 Applicant's construction dwelling type: I Single Family□I X Duplex D Multi-Family/ ApartmentD Other Dwelling Type I {Please describe): Location Site/Address: Rochester a parcel of land known as Block 42 Section 35 T-2-S Estimated Start Date:January 3, 2022 Estimated Completion Date:Dec. 9,2025 What infrastructure construction would be required? (Please attach any documentation as necessary.) It will re uire water, sewer, taps, curb, gutter and roads to be installed for 53 homes and a neighborhood par� . Funds are being requested upfront once bids are comP.leted and final numbers are in and then a Bond will be supplied to guarantee that the homes will be built. $20K will be given in a second lein to the buver to helo with down oavment and closina cost. Estimated Infrastructure Expenditure:$ 1.5 million Construction shall begin within 60 calendar days of 0DC approval and shall be completed within 180 calendar days from construction, for a single-family residence. In case of extenuating circumstances, extensions may be granted at the sole discretion of 0DC. Duplexes or any other multi family dwelling structures, construction time requirements will be determined by the Compliance Committee and the 0DC Board on an individual basis. If time restraints are not met by the applicant, funds will not be released, and a new application must be submitted. JM initial Plans and specifications for the proposed dwelling and infrastructure must accompany application prior to construction of the dwelling. Incomplete applications will not be accepted. References Name: Address: Phone: - Javier Joven City Hall 432-238-7859 Mark Matta City Hall 432-703-0184 I certify that, to the best of my knowledge, all information provided on this form and all attachments and plan specifications are correct and accurate. I understand that by completing this application, I am making a formal request to the Odessa Development Corporation to receive economic development funds for the company listed above that is contingent based upon the approval and acceptance of the 0DC Board. I understand that incentive is paid at the completion of the project as reimbursement for infrastructure expenses and that in order to be eligible for any 0DC funding, an application and approval must be made prior to the commencement of the project. I acknowledge that I have received a copy of this applifation. . Signature of applicant:( J.1 1. Q P,,,, RI_j}J.:Jf ,1 � f/ / Title: Executive Director Date: / / /, I I (F) Forms\ODC Infrastructure Incentives Guidelines and Application (Rev. 07.25.19) 4 Not all materials for Item 6 were available at the time of posting of this Agenda. Additional materials will be provided to the ODC Board prior to the meeting.  RESOLUTION NO. ODC-2021R- A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ODESSA DEVELOPMENT CORPORATION, ACCEPTING THE ODC COMPLIANCE COMMITTEE’S RECOMMENDATION OF PROJECT COMPLIANCE FOR SELECT ENERGY SERVICES, LLC; APPROVING THE THIRD ANNUAL INCENTIVE PAYMENT; APPROVING THE FINDINGS OF FACT; AUTHORIZING EXECUTION OF NECESSARY DOCUMENTS; AND DECLARING AN EFFECTIVE DATE WHEREAS, Select Energy Services, LLC (“Select”) and ODC entered into an Economic Development Agreement (“Agreement”) on September 30, 2016 for a grant in the amount of $91,871; and WHEREAS, the City of Odessa (“City”) administers an annual reporting program for all existing multi-year economic development agreements to determine compliance; and WHEREAS, the audit services provider has completed its review of the required compliance documentation for the 2020 reporting period on the Agreement; and WHEREAS, the ODC Compliance Committee has reviewed the compliance monitoring report provided by the audit services provider and finds Select to be in compliance with regard to number of jobs but out of compliance with regard to payroll for the 2020 reporting period. Select exceeded the jobs requirement but fell short of the payroll requirement by 8%; and WHEREAS, Select far exceeded the jobs and payroll requirements for the two previous reporting periods; and WHEREAS, based on Select’s compliance in prior years along with the economic effect of the COVID-19 pandemic, the ODC Compliance Committee recommends the full payment of $18,374.20 for the 2020 reporting period, and WHEREAS, Select has previously been paid $36,748.40 under the Agreement and the payment approved in this Resolution will bring the total paid under the Agreement to $55,122.60; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ODESSA DEVELOPMENT CORPORATION: Section 1. That the statements of fact in the Preamble are found to be true and correct and are approved as findings. Section 2. That the ODC Compliance Committee recommends payment full payment of $18,374.20 for the 2020 reporting period. Section 3. That the third annual incentive payment in the amount of $18,374.20 is hereby approved. Section 4. That this resolution shall be effective at the time of its adoption. LECH\(A) Administrative\(A-5) Organization\A-5-77 ODC\RESOLUTIONS\2021\Payment for Select (3) Page 1 of 2  The foregoing resolution was approved and adopted on the 9th day of December, A.D., 2021, by the following vote: Tim Edgmon ___ Melanie Hollmann ___ David Boutin ___ Chris Cole ___ Kriston Crow ___ Larry G. Robinson ___ Jeff Russell ___ Approved the 9th day of December, A.D., 2021. Tim Edgmon, President APPROVED AS TO FORM: ATTEST: Natasha Brooks, City Attorney as Attorney Norma Aguilar-Grimaldo, City Secretary as for ODC Board Assistant Secretary for ODC Board LECH\(A) Administrative\(A-5) Organization\A-5-77 ODC\RESOLUTIONS\2021\Payment for Select (3) Page 2 of 2 Odessa Development Corporation Compliance Monitoring Report for Select Energy Services, LLC October 14, 2021  CONTENTS Page Compliance Monitoring Report ............................................................................................................................ 1 Nature of the Entity ................................................................................................................................................. 2 Scope and Objectives ............................................................................................................................................ 2 Procedures Performed and Results ....................................................................................................................... 2  Compliance Monitoring Report for Select Energy Services, LLC To the Board of Directors Odessa Development Corporation Odessa, Texas This report represents the results of our compliance monitoring procedures, as determined by management, relating to the compliance period of January 1, 2020, through December 31, 2020, for the Economic Development Agreement with Select Energy Services, LLC (Select). The objective of our compliance monitoring procedures is to verify the grantee is complying with the requirements of their Economic Development Agreement, as deemed appropriate by management. To accomplish this objective, we held discussions with management, reviewed the grantee’s Economic Development Agreement and pertinent supporting documentation as provided by the Odessa Development Corporation. The procedures were performed based on guidelines provided by management and in accordance with standards for consulting services issued by the American Institute of Certified Public Accountants. We were not engaged to, and did not perform an audit, in which the objective would be the expression of an opinion. Accordingly, we do not express such an opinion. This report is intended solely for the use of management and should not be used by those who have not agreed to the procedures and taken responsibility for the sufficiency of the procedures for their purposes. The following report summarizes the procedures performed, observations and findings. WEAVER AND TIDWELL, L.L.P. Fort Worth, Texas October 14, 2021 Weaver and Tidwell, L.L.P. 2821 West 7th Street, Suite 700 | Fort Worth, Texas 76107 Main: 817.332.7905 CPAs AND ADVISORS | WEAVER.COM  Odessa Development Corporation Compliance Monitoring Report for Select Energy Services, LLC October 14, 2021 Nature of the Entity The Odessa Development Corporation (Corporation) is a quasi-governmental organization created on December 1, 1997 as a public instrumentality and non-profit industrial development corporation under provisions of the Development Corporation Act of 1979 of the state of Texas, and is funded by a ¼ percent sales tax. The Corporation is governed by a seven-member Board of Directors appointed by the City Council, and the Corporation’s annual operating budget, as well as projects undertaken by it, is subject to approval by the City Council. Because of this oversight responsibility, the Corporation is considered to be a component unit of the City of Odessa, Texas, and in accordance with Governmental Accounting Standards Board (GASB), its financial affairs are included in the City’s comprehensive annual financial report as a discretely-presented entity. Based on the nature of its major revenues, it is included in the City’s governmental funds presentation. The purpose of the Corporation is to promote and develop industrial and manufacturing enterprises in order to eliminate unemployment and underemployment, and to promote and encourage employment and the public welfare of, for, and on behalf of the City of Odessa, and to do any and all projects authorized by section 504 of the Local Government Code. Scope and Objective The scope of our engagement is to perform compliance monitoring procedures for the selected grantee, as directed by management. These procedures include reviewing each grantee’s Economic Development Agreement (EDA) and supporting documentation for the selected compliance period. The objective of our engagement is to ensure that adequate documentation exists for each compliance period to support compliance with the requirements of the grantee’s EDA, as deemed appropriate by management. Procedures Performed and Results We performed compliance monitoring procedures for the Select Energy Services, LLC (SES) compliance period of January 1, 2020 through December 31, 2020: 1. Procedures Performed: We requested the Certificate of Liability Insurance from SES. We received proof of insurance that covered the compliance period of January 1, 2020 through December 31, 2021. Results: No findings were identified. 2. Procedures Performed: Weaver obtained and reviewed a listing of SES employees as of December 31, 2020, and their four quarterly employment 941 forms for 2020. Using the data from these reports, we verified the number of SES full-time equivalent (FTE) jobs and verified whether the grantee met the 170 FTE requirement, as identified in the jobs clause of the September 30, 2016 EDA. 2  Odessa Development Corporation Compliance Monitoring Report for Select Energy Services, LLC October 14, 2021 Results: Exceptions Identified. Through our analysis, we noted that there were 205 FTEs as defined in the EDA who were distributed $10,256,695.61 in salaries. While the 205 FTEs met the requirement of 170 jobs stipulated in the EDA, the salaries distributed of $10,256,695.61 fell short of the $11,156,406.60 required annual salaries paid. 3  RESOLUTION NO. ODC-2021R-__ A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ODESSA DEVELOPMENT CORPORATION, APPROVING A COMPLIANCE CONSULTING SERVICES AGREEMENT WITH WEAVER AND TIDWELL, L.L.P. TO ANALYZE GRANTEE COMPLIANCE WITH SELECTED ECONOMIC DEVELOPMENT GRANTS AWARDED BY ODC; APPROVING THE FINDINGS OF FACT; AND DECLARING AN EFFECTIVE DATE WHEREAS, ODC Economic Development Contracts have a term of at least five years and in exchange for incentives require the company to create or maintain a certain number of jobs and make an investment on site of new or expanded facilities; and WHEREAS, pursuant to ODC Policy, the company is required to submit supporting documentation of compliance and compliance is to be audited on an annual basis; and WHEREAS, on May 24, 2016 the City of Odessa entered into a Compliance Services Contract with Weaver and Tidwell, L.L.P. to perform the auditing compliance work for certain contracts; and WHEREAS, since 2016, the scope of work performed by Weaver and Tidwell, L.L.P. has increased and now consists of a review of all ODC economic development grant contracts during the entire term of each contract; and WHEREAS, Weaver and Tidwell, L.L.P. has presented the ODC with an updated engagement letter, attached hereto, which more accurately reflects the services and costs of the work being performed; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ODESSA DEVELOPMENT CORPORATION: Section 1. That the statements of fact in the Preamble are found to be true and correct and are approved as findings. Section 2. That a Compliance Consulting Services Agreement with Weaver and Tidwell, L.L.P. which will incorporate terms and conditions contained in the attached engagement letter is hereby approved. Section 3. That this resolution shall be effective at the time of its adoption. The foregoing resolution was approved and adopted on the 9th day of December, A.D., 2021, by the following vote: Tim Edgmon ___ Melanie Hollmann ___ David Boutin ___ Chris Cole ___ Kriston Crow ___ Larry G. Robinson ___ Jeff Russell ___ LECH\(A)\(A-5)\A-5-77 ODC\ODC RESOLUTIONS\2021\Compliance Services Agreement with Weaver & Tidwell Page 1 of 2  Approved the 9th day of December, A.D., 2021. Tim Edgmon, President APPROVED AS TO FORM: ATTEST: Natasha Brooks, City Attorney as Attorney for Norma Aguilar-Grimaldo, City Secretary as ODC Board Assistant Secretary for ODC Board LECH\(A)\(A-5)\A-5-77 ODC\ODC RESOLUTIONS\2021\Compliance Services Agreement with Weaver & Tidwell Page 2 of 2 STATE OF TEXAS § § COUNTY OF ECTOR § COMPLIANCE CONSULTING SERVICES AGREEMENT BY AND BETWEEN THE ODESSA DEVELOPMENT CORPORATION AND WEAVER AND TIDWELL, L.L.P. This Compliance Consulting Services Agreement (“Agreement”) is made and entered into by and between the Odessa Development Corporation (hereinafter referred to as “ODC”) and Weaver and Tidwell, L.L.P. (hereinafter referred to as “Company”). City and Company are each a “Party” and are collectively referred to herein as the “Parties”. ARTICLE I PURPOSE The purpose of this Agreement is to state the terms and conditions under which Company shall perform consultation services designed to analyze grantee compliance with selected economic development grants awarded by ODC, as more particularly described in the attached Engagement Letter. ARTICLE II TERM The term of this contract shall be for a period of one year commencing on June 1, 2016. The contract shall continue on a year-to-year basis until terminated with thirty (30) days prior written notice by either party. ARTICLE III GENERAL TERMS AND CONDITION In addition to the general terms and conditions listed in the Attached Engagement Letter the following general conditions shall apply to this Agreement and any amendments hereto: 3.1 Representation. Company represents that no City officer, employee, or agent has been compensated in any way with respect to this Agreement and its consideration by City. In no event will Company pay a fee to or in any other manner compensate any City officers, employees, or agents in connection with the approval of this Agreement. A breach under this Article shall result in automatic termination under this Agreement by Company without cause. 3.2 Independent Contractor. City and Company shall be in the relationship of an Independent Contractor, and the relationship shall not be that of a joint venture; and a Party’s employees and officers and subcontractors shall in no way be considered as employees, officers, or subcontractors of the other Party. 3.3 Sovereign Immunity. City is a political subdivision of the State of Texas. The Parties acknowledge and agree that nothing in this Agreement shall be construed as a waiver by City of any rights or defenses of sovereign immunity, which it may have had, now has, or will have with respect to all matters arising out of this Agreement. To the extent that this provision conflicts with any other provision hereunder, this provision shall govern. LECH\(C) Contracts\(C-7) Economic Development\C-7-290\Compliance Consulting Services Agreement - Weaver & Tidwell 2021 Page 1 of 3  EXECUTED this the ____ day of _______________, 2021, by ODC, signing by and through its Board President, duly authorized to execute same and by Company, acting through its duly authorized officials. “ODC” Odessa Development Corporation By: Tim Edgmon, Board President ATTEST: By: Norma Aguilar-Grimaldo, City Secretary APPROVED AS TO FORM: By: Natasha Brooks, City Attorney “COMPANY” Weaver and Tidwell, L.L.P. By: __________________________________ LECH\(C) Contracts\(C-7) Economic Development\C-7-290\Compliance Consulting Services Agreement - Weaver & Tidwell 2021 Page 2 of 3  CITY OF ODESSA STATE OF TEXAS § COUNTY OF ECTOR § This instrument was acknowledged before me on the ______ day of __________________, 2021, by Tim Edgmon, President of the Odessa Development Corporation. ___________________________________ Notary Public in and for the State of Texas COMPANY STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on the ______ day of __________________, 2021, by __________, __________ of Weaver and Tidwell, L.L.P. ___________________________________ Notary Public in and for the State of Texas LECH\(C) Contracts\(C-7) Economic Development\C-7-290\Compliance Consulting Services Agreement - Weaver & Tidwell 2021 Page 3 of 3 September 15, 2021 Michael Marrero City Manager City of Odessa 411 W 8th Street – 5th Floor Odessa, TX 79761 Dear Mr. Marrero: Weaver and Tidwell, L.L.P. (“Weaver”, “our”, “us” and “we”) looks forward to the opportunity to assist you in identifying specific business risks that could prevent the Odessa Development Corporation (the “Corporation”, “you” and “your”), an component unit of the City of Odessa, Texas from achieving its objectives. We are pleased to confirm our acceptance and our understanding of this engagement by means of this letter. Scope of Services We will perform consultation services designed to analyze grantee compliance with selected economic development grants awarded by the Corporation. The grant compliance service will be dependent on the particular grant, but will include procedures around payroll and job creation compliance features and investment compliance features. The process will start with an evaluation by the legal department of the City of Odessa of each grant requirement, and will end with a simple report of findings. Our engagement cannot be relied upon to disclose errors, fraud or illegal acts that may exist. However, we will inform you of any material errors and any evidence or information that comes to our attention during the performance of our services that fraud may have occurred. In addition, we will report to you any evidence or information that comes to our attention during the performance of our services regarding illegal acts that may have occurred, unless they are clearly inconsequential. We have no responsibility to identify and communicate deficiencies in internal control as part of this engagement. We will not audit or review any financial statements of the Corporation and will not express an opinion or any other form of assurances on them. Joseph (Jody) R. Allred is the engagement partner for the services specified in this letter, and is responsible for supervising our services performed as part of this engagement. Consulting Services Functions and Responsibilities You are responsible for management decisions and functions; for designating an individual with suitable skill, knowledge, or experience to oversee the consulting services and any other non- attest services we may provide; and for evaluating the adequacy and results of those services and accepting responsibility for them. Weaver and Tidwell, L.L.P. CPAs AND ADVISORS | WEAVER.COM City of Odessa September 15, 2021 Page 2 of 6 Timing and Delivery of Services The services as the scope defines will start upon execution of this agreement and will be performed in alignment of the respective economic development agreement. Our staff will work with the Corporation and will conduct their work primarily remotely. We will, at all times, coordinate the location of our work with your staff to provide the least disruption of the Corporation’s day-to-day operations. Fees and Invoicing Our fees will be based on the complexity of the work and the hours required to evaluate the agreements for compliance. You will also be billed for out-of-pocket costs such as report production, word processing, postage, travel, etc. We expect our rate not to exceed $5,000 per report. The fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the engagement. If significant additional time is necessary, we will discuss the reasons with you and arrive at a new fee estimate before we incur those additional amounts. It is understood that neither our fees nor the payment thereof will be contingent upon the results of this engagement. Our engagement ends on our presentation of all deliverables to you or the termination of this engagement, whichever is earlier. Our engagement fees do not include any time for post- engagement consultation with your personnel or third parties, consent letters and related procedures for the use of our reports in offering documents, or inquiries from regulators. Our engagement fees also do not include time and expenses we may incur related to testimony or production of documents in response to any subpoena related to our engagement to which we are not a party. Charges for time and expenses we incur responding to such requests (including our out-of-pocket expenses such as attorney’s fees) will be billed separately and may be the subject of a new engagement letter. Our invoices for this engagement will be rendered each month as work progresses. Our invoices are payable on presentation. For invoices not paid within sixty (60) days of the invoice date, a late charge will be added to the outstanding balance. The late charge will be assessed at a rate of half of a percent (0.5%) on the unpaid balance per month. If invoices are not paid within one hundred twenty (120) days of the invoice date, this engagement will be placed on hold and we will stop work until the balance is brought current, or we may withdraw from the engagement (and any other engagements for the same client). Either party may terminate this engagement at any time with ten (10) days written notice to the other party. If the engagement is terminated, our engagement will be deemed to have been completed upon written notification of termination even if we have not completed our services, and you agree to pay us for time expended and expenses incurred through the date of termination. City of Odessa September 15, 2021 Page 3 of 6 Ethical Conflict Resolution In the unlikely event that circumstances occur which we in our sole discretion believe could create a conflict with either the ethical standards of our firm or the ethical standards of our profession in continuing our engagement, we may suspend our services until a satisfactory resolution can be achieved or we may resign from the engagement. We will notify you of such conflict as soon as practicable, and we will discuss with you any possible means of resolving the conflict prior to suspending our services. The hiring of or potential employment discussions with any of our personnel could impair our independence. Accordingly, you agree to inform the engagement partner prior to any such potential employment discussions taking place. Documentation and Confidentiality The documentation we prepare pertaining to and in support of this engagement, along with any resulting work product, is our property and constitutes confidential information. If we are requested to make the documentation available to regulators, government agencies, peer reviewers, or other outside parties, we will notify you before producing any documents in response to the request (unless prohibited by law or direction of law enforcement). We will cooperate with any lawful efforts made to minimize the disclosure or protect the documentation, at the expense of the party taking or requesting such efforts. Access will be provided if required or authorized by law or regulation, or we will otherwise comply with any requirement for your notification and consent prior to disclosure. We may from time to time, and depending on the circumstances, use third-party service providers in serving your account. We may share confidential information about you with these service providers, but remain committed to maintaining the confidentiality and security of your information. Accordingly, we maintain internal policies, procedures and safeguards to protect the confidentiality of your personal information. In addition, we will secure confidentiality agreements with all service providers to maintain the confidentiality of your information and we will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others. In the event that we are unable to secure an appropriate confidentiality agreement, you will be asked to provide your consent prior to sharing of your confidential information with the third party service provider. Furthermore, the firm will remain responsible for the work provided by any such third-party service providers. We will retain documentation supporting any deliverable for a period of at least seven years from the date of our deliverable. You agree that following such period, we may destroy the documentation without notice to you. Limitations on Liability and Indemnifications The parties do not intend this engagement or engagement letter to be for the benefit of any third- party. Unless you inform us in writing, we are not aware of the identity of any third-parties to which City of Odessa September 15, 2021 Page 4 of 6 any of our work product will be supplied and we do not anticipate any such third-parties’ reliance upon our professional services unless expressly stated herein. During the course of the engagement, we may communicate via fax, email, or other electronic mechanism. Please be aware that communication in those mediums contains a risk of misdirected or intercepted communications. Any request to limit such transmissions or use a more secure means of communication must be made in writing. You hereby release, indemnify, and hold us and our partners, employees, and contractors, and each of their heirs, executors, personal representatives, successors and assigns (“Our Representatives”) harmless from and against any liability and costs, including related liabilities, losses, damages, costs, expenses, and attorneys’ fees, resulting from: (i) knowing misrepresentations to us by any party or the officers, employees, or others acting or purporting to act on their behalf, (ii) disclosure of our work product to anyone not a party to this engagement letter for which we did not give prior written consent, and (iii) interception, unintentional disclosure, unauthorized use, or failed delivery of electronic communications transmitted or received by us in connection with this engagement. Our and Our Representatives’ total aggregate liability pertaining to this engagement and engagement letter to you (or any successors or permitted assigns) shall be limited to one (1) times the amount of our fees (excluding any reimbursable expenses) that party paid to us for the services in question. In no event shall we or Our Representatives be liable for indirect, incidental, consequential, special, multiple, exemplary, or punitive losses or damages—even if advised of their possible existence. You agree to only look to the limited liability partnership, Weaver and Tidwell, L.L.P., for satisfaction of any claim or cause of action arising from this engagement or engagement letter. In no event will our partners, directors, employees, or agents be liable to you for any liability, damages, expenses, or losses of any nature, caused by or resulting from the engagement, engagement letter, or use of our work product. All limitations on liability and indemnifications contained herein shall apply to the fullest extent permissible by applicable laws and professional standards (including, without limitation, any applicable rules and interpretations of the AICPA), regardless of the cause of action (whether contract, negligence, or otherwise), except as finally determined to have resulted solely from our fraud, gross negligence, or willful misconduct. Dispute Resolution Procedure including Jury Waiver The parties agree that no claim arising out of or relating to this engagement or engagement letter shall be filed more than two years after the earlier of the termination of this engagement or the date of the delivery of our work product in question, if any. This limitation applies and begins to run even if you have not suffered any damage or loss, or have not become aware of the existence or possible existence of a dispute. City of Odessa September 15, 2021 Page 5 of 6 If a dispute arises out of or relates to this engagement or engagement letter, or the breach thereof, and if the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation before resorting to litigation. In such event, the parties will attempt to agree upon a location, mediator, and mediation procedures, but absent such agreement any party may require mediation in Fort Worth, Texas, administered by the AAA under its Commercial Mediation Procedures. This engagement letter and all disputes between the parties shall be governed by, resolved, and construed in accordance with the laws of the State of Texas, without regard to conflict-of-law principles. Any action arising out of or relating to this engagement or engagement letter shall only be brought in, and each party agrees to submit and consent to the exclusive jurisdiction of, the federal or state courts situated in Tarrant County, Texas. Each party hereby irrevocably waives any right it may have to trial by jury in any proceeding arising out of or relating to this engagement or this engagement letter. Whenever possible, this engagement letter shall be interpreted in such a manner as to be effective and valid under applicable laws, regulations, or published interpretation, but if any term of this engagement letter is declared illegal, unenforceable, or unconscionable, that term shall be severed or modified and the remaining terms of the engagement letter shall remain in force. The parties agree that the court should modify any term declared to be illegal, unenforceable, or unconscionable in a manner that will retain the intended term as closely as possible. If because of a change in the Corporation’s status or due to any other reason, any provision in this engagement letter would be prohibited by, or would impair our independence under laws, regulations or published interpretations by governmental bodies, professional organizations or other regulatory agencies, such provision shall, to that extent, be of no further force and effect and this agreement shall consist of the remaining portions. Miscellaneous We may at times provide documents marked as drafts. Those documents are for review purposes only and should not be distributed or relied upon in any way. They should be destroyed as soon as possible. We inform you that we have non-CPA licensees who may provide services pertaining to this engagement. This engagement letter sets forth all of the agreed upon terms and conditions of our engagement with respect to the matters covered herein, and supersedes any that may have come before. This engagement letter may not be amended or modified except by further writing signed by all the parties. City of Odessa September 15, 2021 Page 6 of 6 We appreciate the opportunity to assist you and look forward to working with you and your team. Sincerely, WEAVER AND TIDWELL, L.L.P. Fort Worth, Texas Please sign and return a copy of this letter to indicate your acknowledgment of, and agreement with, the arrangements for our engagement as described herein, including each party’s respective responsibilities. By signing below, the signatory also represents that they have been authorized to execute this agreement. Odessa Development Corporation By: Printed Name: Title: Date: