NOTICE AND AGENDA OF REGULAR CALLED MEETING MP MOUNT PLEASANT CITY COUNCIL Tuesday,January 7, 2025 at 6:00 P.M. 501 North Madison, Mount Pleasant, Texas MP City of City of MOUNT PLEASANT MOUNT PLEASANT PURSUANT TO CHAPTER 551.127, TEXAS GOVERNMENT CODE, ONE OR MORE COUNCIL MEMBERS MAY ATTEND THIS MEETING REMOTELY USING VIDEOCONFERENCING TECHNOLOGY. THE VIDEO AND AUDIO FEED OF THE VIDEOCONFERENCING EQUIPMENT CAN BE VIEWED AND HEARD BY THE PUBLIC Under the Americans with Disabilities Act, an individual with a disability must have equal opportunity for effective communication and participation in public meetings. Upon request, agencies must provide auxiliary aids and services, such as interpreters for the deafand hearing impaired, readers, large print or Braille documents. In determining the type of auxiliary aid or services, agencies must give primary consideration to the individual's request. Those requesting auxiliary aids or services should notify the contact person listed on the meeting several days before the meeting by mail, telephone, or RELAY Texas. TTY: 7-1-1. The public may participate by joining YouTube: tpshpwesouus.conmoumessamtesalls7stean: ATTHE ADDRESS POSTED ABOVE ASTHE LOCATION OF THE MEETING. CALL TO ORDER REGULAR. AGENDA 2. Public Comments: 1. Consider Approval oft the December 17,2024 meeting Minutes. The City Council welcomes citizen participation and comments at all Council meetings. Citizen comments are limited to two minutes out of respect for everyone's time. The Council is not permitted to respond to your comments. The Texas Open Meetings Act requires that topics dacisionlelleration be posted on an agenda not less than 72 hours in advance of the Council meetings. Ifyour comments relate to a topic that is on the agenda, the Council will discuss the topic on the agenda at the time that the topic is discussed and deliberated. 3.3 Consider Ordinance 2025-01 Amending the Fiscal Year 2025 Budget. 4. City Manager's Report EXECUTIVE SESSION Pursuant to the Open Meetings Act, Chapter 551, Texas Government Code, The City Council will recess into Discussion of Economic Development Corporation Projects-Deliberations regarding Economic Development Negotiations (Tex Gov't Code 551.087), Deliberations about real property (Tex. Gov't Code 551.072) and Discussion of duties and responsibilities C ofCity Manager over personnel and Council responsibilities over salaries and budgetary matters-Consultation with Attorney (Tex. Gov't Code $551.071) and Personnel Matters (Tex. Gov't Discussion of status of recruitment for City Manager-Consultation with Attorney (Tex. Gov'tCode $551.071)and Discussion of possible Board and CommisionAppointes-Consultation with Attorney (Tex. Gov'tCode $551.071) Ina accordance with Texas Government Code, Chapter 551, the City Council will reconvene into regular session 5. Consider and possible action on the Development. Agreement between the Mount Pleasant Economic Development Corporation and MPX Group LLCc concerning the development of a manufacturing facility on land adjacent to the executive session (closed meeting) to discuss the following: Consultation with Attorney (Tex. Gov'tCode $551.071). Code $551.074). Personnel Matters (Tex. Gov'tCode $551.074) and Personnel Matters (Tex. Gov'tCode $551.074) RECONVENE INTOTHE REGULAR SESSION to consider action, if: any, on matters discussed in executive session. City, proposed to be annexed by the City. The City Council reserves the right to adjourn into executive session at any time to discuss any ofthe matters listed on the agenda as authorized by the Texas Government Code $551.071, (Consultation with Attorney), $551.072, (Deliberations about Real Property), $551.074, (Personnel Matters), $551.076, (Deliberations about Security Devices),9551.087, (economic development negotiations), or any other exception authorized by Chapter 551 of the Icertify the above notice of meeting is a true and correct copy of said notice and that same was posted on the bulletin board of City Hall of the City of Mount Pleasant, Texas, aj place readily accessible to the general public at times, by 5:00 pm on the 3rd of January 2025 and remained SO posted for at least 72 hours preceding the scheduled of said Texas Government Code. ADJOURN meeting. Anipubuosloy Candias Webster, City Secretary AGENDA ITEM REPORT Meeting: City Council - Jan 07 2025 Staff Contact: Candias Department: Administration MP Webster, City Secretary City of MOUNT PLEASANT Subject: Consider Approval of the December 17, 2024 meeting Minutes. Item Summary: This is a Typed copy of the minutes from the December 17, 2024 Minutes. Financial Impact: N/A Recommendations: motion to Approve the December 17, 2024 minutes Attachments: 2024.12.17 Regular STATE OFTEXAS COUNTY OFTITUS CITY OF MOUNT PLEASANT The City Council of the City of Mount Pleasant, Texas, after notice posted in the manner, form and contents as required by law, met in Regular Session on December 17, 2024, at 6:00 PM. at the Council Chambers located at 501 North Madison with the following members present: Tracy Craig Carl Hinton Sherri Spruill Kelly Redfearn Jonathan Hageman Debbie Corbell Greg Nyhoff Candias Webster Lea Ream Mayor Mayor Pro-Tem Council Member Council Member Council Member Council Member City Manager City Attorney Assistant City Manager/City Secretary CONSIDER APPROVAL OF THE NOVEMBER 19, 2024 MEETING AND THE NOVEMBER 25, 2024 Motion was made by Council Member Redfearn, Seconded by Council Member Hageman to approve the November 19,2024 meeting and the November 25, 2024 meeting Minutes. Upon a vote, the motion carried unanimously. MEMBERS OF THE PUBLIC WERE PROVIDED THE OPPORTUNITYTO COMMENT MEETING MINUTES. No action was taken by the Council. CONSIDER/ AWARDINGA CONTRACT FOR IT SERVICES. Motion was made by Council Member Hageman, Seconded by Council Member Hinton to award the IT services contract to Bryan Information Technology in the amount of $237,600 per year for 2 years. Upon a vote, the motion CONSIDER RESOLUTION 2024-20 ADOPTING THE 2025 PERSONNEL POLICY MANUAL. Motion was made by Council Member Hageman, Seconded by Council Member Corbell to remove Resolution 2024- 20 the 2025 Personnel Policy Manual from the agenda. Upon a vote, the motion carried unanimously. CONSIDER PAY REQUEST #7 TO SCHNEIDER ELECTRIC FOR WORK ON THE METER Motion was made by Council Member Hageman, Seconded by Council Member Redfearn to Pay Request #7 to Schneider Electric for work on the Meter Replacement Project in the amount of $334,343.58. Upon a vote, motion CONSIDER PAY REQUEST #2 FROM WICKER CONSTRUCTION.INC. FOR WORK PERFORMEDON Motion was made by Council Member Hageman, Seconded by Council Member Corbell to Approve Pay Request #2 from Wicker Construction, Inc. for work performed on the West Loop Wastewater Collection Project in the amount CONSIDER PAY REQUEST #19 FROM HERITAGE CONSTRUCTIONLLC FOR WORK PERFORMED carried unanimously. REPLACEMENT PROJECT. was carried unanimously. THE WESTLOOP WASTEWATER COLLECTION PROJECT. ofs $296,160.60. Upon a vote, motion was carried unanimously. ATTHE SOUTHSIDE WASTEWATER TREATMENT PLANT. Motion was made by Council Member Hageman, Second by Council Member Hinton approve Consider. Pay Request #19 from Heritage Construction: LLC for work performed at the Southside Wastewater Treatment Plant in the amount CONSIDER AND POSSIBLE. ACTION ONTHE AMENDED DEVELOPMENT AGREEMENT BETWEEN THE MOUNT PLEASANT ECONOMIC DEVELOPMENT CORPORATION AND MPX GROUP LLC CONCERNINGTHE DEVELOPMENTOP, A MANUFACTURING FACILITY ON LAND ADJACENTTO Motion was made by Council Member Redfearn, Second by Council Member Hinton to approve Consider and possible action on the Amended Development Agreement between the Mount Pleasant Economic Development Corporation and MPX Group LLC concerning the development of a manufacturing facility on land adjacent to the ofS587,310.33. Upon a vote, motion was carried unanimously. THE CITY.PROPOSEDTO BE ANNEXED BY THE CITY. City, proposed tol be annexed by the City. Upon a vote, motion was carried unanimously. MONTHLY DEPARTMENT REPORT EXECUTIVE SESSION Pursuant to the Open Meetings Act, Chapter 551, Texas Government Code, The City Council will recess into Deliberations about real property (Tex. Gov't Code 551.072) and Consultation with Attorney (Tex. Gov't Consultation with Attorney (Tex. Gov't Code $551.071) and. Personnel. Matters (Tex. Gov't Code $551.074) related to the management, responsibilities, performance, and business operations oft the MPEDC carried out through its Consultation with Attorney (Tex. Gov't Code $551.071) and Personnel Matters (Tex. Gov't Consultation with Attorney (Tex. Gov't Code $551.071) regarding pending or contemplated litigation; or a settlement offer; or on a matter in which in which the attorney has a duty to consult confidentially with the Consultation with Attorney (Tex. Gov't Code $551.071) and Personnel Matters (Tex. Gov't Code Consultation with Attorney (Tex. Gov't Code $551.071) and Personnel Matters (Tex. Gov't Code In: accordance with Texas Government Code, Chapter 551, the City Council will reconvene into regular session executive session (closed meeting) to discuss the following: Deliberations regarding Economic Development Negotiations(lex Gov'tCode 551.087) Code $551.071) concerning Economic Development Corporation Project(s). Board of Directors, Executive Director and City Council. Code $551.074) Discussion ofstatus ofrecruitment, for City. Manager governmental body under the Texas Disciplinary Ruleso ofProfessional Conduct $551.074); discuss the appointment and employment of Council Appointees. $551.074); discuss possible. Board and Commission Appointees. RECONVENE INTO THE REGULAR SESSION to consider action, if: any, on matters discussed in executive session ADJOURN: 9:55 PM TRACY CRAIG, SR, MAYOR ATTEST: CANDIAS WEBSTER, ASSISTANT CITY MANAGERCITY SECRETARY AGENDA ITEM REPORT Meeting: City Council - Jan 072025 Department: MP City of MOUNT PLEASANT Subject: Public Comments: The City Council welcomes citizen participation and comments at all Council meetings. Citizen comments are limited to two minutes out of respect for everyone's time. The Council is not permitted to respond to your comments. The Texas Open Meetings Act requires that topics of discussion/deliberation be posted on an agenda not less than 72 hours in advance of the Council meetings. If your comments relate to a topic that is on the agenda, the Council will discuss the topic on the agenda at the time that the topic is discussed and deliberated. AGENDA ITEM REPORT Meeting: City Council - Jan 07 2025 Staff Contact: Gillian Gatewood, Finance Director MP City of Department: Finance MOUNT PLEASANT Subject: Consider Ordinance 2025-01 Amending the Fiscal Year 2025 Budget. Item Summary: Exhibit A to the Ordinance details the budget amendments. Financial Impact: Several Funds were not allocated in the FY2024-2025 Budget requiring amendments. These amendments are to allocate funding that was received in prior years. Recommendations: Approved Ordinance 2025-01 amending the Fiscal Year 2025 Budget. Attachments: Ord2025-01 Budget Amendment Exhibit A Budget Amendment 01072025 CITY OF MOUNT PLEASANT, TEXAS ORDINANCE NO. 2025-01 AN ORDINANCE OF THE CITY OF MOUNT PLEASANT, TEXAS AMENDING ORDINANCE 2024-19 APPROVING AND ADOPTING AE BUDGETI FOR THE CITY FOR THE FISCAL YEAR OCTOBER 1, 2024 THROUGH SEPTEMBER 30, 2025 TO AMEND ADOPTED EXPENDITURES OF THE BUDGET; DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Mount Pleasant. Texas is a home rule city under its Charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Local Government Code; and WHEREAS, the City Council ofthe City ofMount Pleasant previously approved Ordinance 2024- 19 on September 24, 2024, officially adopting the Official Budget of the City for Fiscal Year 2024-2025; and WHEREAS, the City Council of the City of Mount Pleasant desires to amend Ordinance 2024- 19, thereby amending the 2024-2025 Official Budget of the City, as attached hereto as Exhibit A WHEREAS, the City Council of the City of Mount Pleasant desires to amend the budget for NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SECTION 1. That the 2024-2025 Official Budget, adopted by Ordinance 2024-19, is hereby amended by the City Council ofthe City of Mount Pleasant, by the amounts attached hereto in Exhibit A. SECTION 2. That except as amended hereby, or as heretofore amended, the provisions of SECTION 3. That should any sentence, paragraph, subdivision, clause, phrase or section of this ordinance be adjudged or held to be unconstitutional, illegal, or invalid, the same shall not affect the validity oft this ordinance, or any part or provision thereofother than the part decided to be invalid, illegal unallocated funds. MOUNT PLEASANT, TEXAS: Ordinance 2024-19 shall remain in full force and effect. or unconstitutional. DULY PASSED AND APPROVED by the City Council of the City of Mount Pleasant, Texas on the 7th day of. January 2025. APPROVED: ATTEST: Tracy Craig, Sr. Mayor Candias Webster, City Secretary EXHIBIT A BUDGET AMENDMENT FORM 2024/2025 LINE ITEM ADJUSTMENT lam requesting that to make necessary Line Item adjustments to my 2024/2025 Budget as follows: INCREASE/DECREASE ACCOUNT NO. FIREMEN'S RETIREMENT FUND 510-65250-252 510-57300-000 RESCUE RECOVER FUND 504-64070-214 504-59000-000 LIBRARY GRANTS FUND 408-62200-508 408-59000-000 POLICE ESCROW FUND 520-62200-253 520-59000-000 541-62200-246 541-62200-247 541-59000-246 541-59000-247 POLICE DONATION FUND 550-62200-213 550-57200-000 550-59000-000 553-62200-213 553-59000-000 553-57200-000 596-65060-213 596-59000-000 ACCOUNT TITLE AMOUNT FIREMEN'S RETIREMENT INTERFUND TRANSFERS REV MINOR TOOLS AND EQUIP FUND BALANCE OTHER SUPPLIES FUND BALANCE OTHER SUPPLIES FUND BALANCE OTHER SUPPLIES OTHER SUPPLIES FUND BALANCE FUND BALANCE OTHER SUPPLIES CONTRIBUTIONS FUND BALANCE OTHER SUPPLIES FUND BALANCE CONTRIBUTIONS 500.00 500.00 16,700.00 16,700.00 6,145.00 6,145.00 119,900.00 119,900.00 60,250.00 60,250.00 60,250.00 60,250.00 5,200.00 500.00 4,700.00 36,855.00 20,715.00 16,140.00 12,000.00 12,000.00 COURT SPECIAL REVENUE FUND SHOP WITH AI FIRST RESPONDER FUND TOBACCO ENFORCEMENT PROGRAM FUND BUSINESS AND TRAVEL FUND BALANCE EXHIBIT A IFIND THAT THIS TRANSFER OF FUNDS IS FOR CITY PURPOSES AND IS AN APPROPRIATE REQUEST. APPROVED THIS DAY OF 2024 City Manager Approved by Finance Director: Posted by Finance AGENDA ITEM REPORT Meeting: City Council - Jan 072025 Department: Administration Contact: Staff MP Greg Nyhoff, City Manager City of MOUNT PLEASANT Subject: City Manager's Report Item Summary: updates from Greg Financial Impact: N/A Recommendations: no motion needed AGENDA ITEM REPORT Meeting: City Council - Jan 07:2025 MP Department: City of MOUNT PLEASANT Subject: EXECUTIVE SESSION Item Summary: following: Pursuant to the Open Meetings Act, Chapter 551, Texas Government Code, The City Council will recess into executive session (closed meeting) to discuss the Discussion of Economic Development Corporation rojecis-Dehberatons regarding Economic Development Negotiations (Tex Gov't Code 551.087), Deliberations about real property (Tex. Gov't Discussion of duties and responsibilities of City Manager over personnel and Council responsibilities over salaries and budgetary maters-Consulation with Attorney (Tex. Gov't Code $551.071) and Discussion of status of recruitment for City Manager-Consultation with Attorney (Tex. Gov'tCode Discussion of possible Board and Commission Appomcs-Consuliation with Attorney (Tex. Gov't Code 551.072) and Consultation with Attorney (Tex. Gov't Code $551.071). Personnel Matters (Tex. Gov'tCode $551.074). $551.071) and Personnel Matters (Tex. Gov'tCode $551.074) Code $551.071) and Personnel Matters (Tex. Gov'tCode $551.074) AGENDA ITEM REPORT Meeting: City Council - Jan 07 2025 Staff Contact: Nathan Tafoya, Executive Director of IF MP City of Department: IDC MOUNT PLEASANT Subject: Consider and possible action on the Development Agreement between the Mount Pleasant Economic Development Corporation and MPX Group LLC concerning the development of a manufacturing facility on land adjacent to the City, proposed to be annexed by the City. Item Summary: The Mt Pleasant Industrial Development Corporation referred to as the Mount Pleasant EDC (MPEDC) Board approved a Performance Agreement with MPX Group, LLC. Local Government Code requires the City Council of the City ofMount Pleasant, Texas, to approve all programs and expenditures of the MPEDC. The agreement includes the Affirmative Covenant of the MPEDC to reimburse the Developer for an amount not to exceed $1,000,000 for qualified mpovememtvcapendnures ofat least$20,000,000. The Term: Condition Precedent states that the Developer is required to annex the property into the City The developer's Affirmative Covenants include items such as minimum investment, job creation ofMount Pleasant no later than January 1,2027 requirements, and facility operations timelines. Financial Impact: N/A Recommendationls!: MPEDC requests the City Council to Approve the Agreement submitted. Attachments: Mount Pleasant EDC - Performance Agreement - MPX Group LLC- jlm rev clean-1 112624 PERFORMANCE AGREEMENT This PERFORMANCE AGREEMENT by and between CITY OF MOUNT PLEASANT, TEXAS INDUSTRIAL DEVELOPMENT CORPORATION, a Texas non- profit corporation hereinatterreferred to as "MPEDC"), the CITY OF MOUNTPLEASANT, TEXAS (hereinafter referred to as the "City"), and MPX GROUP, LLC, a Texas limited liability company (hereinafter referred to as the Developer"), is made and executed on the following recitals, terms and conditions. WHEREAS, MPEDC is a Type A economic development corporation operating pursuant to Chapter 504 of the Texas Local Government Code, as amended (also referred to as the "Act"), and the Texas Non-Profit Corporation Act, as codified in the Texas Business Organizations Code, as amended; and WHEREAS, Section 501.101 of the Texas Local Government Code, in pertinent part, defines the term' "project" to mean "land, buildings, equipment, facilities, expenditures, targeted infrastructure, and improvements that are: (1) for the creation or retention of primary, jobs; and (2) found by the board ofdirectors to be required or suitable for the development, retention, or expansion of: (A) manufacturing and industrial facilities; (B) research and development facilities; (C) military facilities, including closed or realigned military bases; (F). recycling facilities; - - (I) distribution centers; (J) small warehouse facilities capable of serving as decentralized storage and distribution centers; (K) primary job training facilities for use by institutions of higher education; or (L) regional or national corporate headquarters facilities"; and WHEREAS, Section 501.103 ofthe Texas Local Government Code, in pertinent part, defines the term "project" to mean "expenditures that are found by the board of directors to be required or suitable forinfrastructure necessary toj promote or developnew or expanded business enterprises, limited to: (1)streets and roads, rail spurs, water and sewer utilities, electric utilities, or gas utilities, drainage, site improvements, and related improvements; (2) telecommunications and Internet improvements : ; and WHEREAS, Section 501.158 of the Texas Local Government Code prohibits the provision of a direct incentive unless MPEDC enters into an Agreement with Developer providing at a minimum a schedule of additional payroll or jobs to be created or retained by MPEDC's investment; a schedule of capital investments to be made as consideration for any direct incentives provided by MPEDC to Developer; and a provision specifying the terms and conditions upon which repayment must be made should Developer fail to meet the agreed to performance requirements specified in this Agreement; and WHEREAS, the MPEDC's Board ofDirectors have determined the financial assistance to be provided to the Developer for the Qualified Expenditures to be made to the Property is consistent with and meets the definition of "project" as that term is defined in Sections 501.101 and 501.103 of the Texas Local Government Code; and the definition of"cost" as that term is defined by Section 501.152 ofthe Texas Local Government Code; and WHEREAS, Developer agrees and understands that Section 501.073(a) of the Texas Local Government Code requires the City Council of the City of Mount Pleasant, Texas, to approve all programs and expenditures of MPEDC, and accordingly this Agreement is not effective until City Council has approved this project at a City Council meeting called and held for that purpose. NOW, THEREFORE, for and in consideration ofthe agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MPEDC and Developer agree as follows: SECTION1. FINDINGS INCORPORATED. The foregoing recitals are hereby incorporated into the body ofthis Agreement and shall be considered part of the mutual covenants, consideration and promises that bind the parties. SECTION2. TERM; CONDITION PRECEDENT. (a) This Agreement shall be effective as ofthe Effective Date, and shall continue thereafter until December 31, 2029, unless terminated sooner under the provisions hereof. (b) Developer irrevocably covenants and agrees that by entering this Agreement with the MPEDC and the City, that the Agreement shall serve as and shall constitute, a required signature to an annexation consent petition under Texas Local Government Code $43.0681 (as that law now exists or may be amended) and/or Texas Local Government Code $43.0691 (as that law now exists or may be amended). Through this Agreement, Developer hereby expressly and irrevocably consents to annexation of Developer's Property pursuant to the terms and conditions set forth in this Agreement. Developer also agrees that such annexation by the City shall be deemed voluntary. Developer irrevocably covenants and agrees that said annexation of the Property may commence by the City on or before June 30, 2026 to allow the Property to be annexed into the city limits ofthe City ofMount Pleasant, Texas, by January 1,2027. Ifthe City determines that it is necessary for a separate annexation consent petition to be signed, Developer hereby covenants and agrees to execute such documentation within ten (10) business days of being provided said documentation by the City. In the event the Property is not annexed into city limits of the City ofMount Pleasant, Texas, by January 1,2 2027, this Agreement shall terminate automatically without further notice of either party, unless the MPEDC has already reimbursed the Developer for Qualified Expenditures, as provided in paragraph 5.a., in which case the Developer will repay any funds paid by the MPEDC to the MPEDC on or before January 31,2027. Failure to repay said funds will constitute an Event of Default. SECTION3. DEFINITIONS. The following words shall have the following meanings when used in this Agreement. (a) Act. The word"Act" means Chapters 501 to 505 oft the Texas Local Government Code, as amended. (b) Agreement. The word "Agreement" means this Performance Agreement, together with all exhibits and schedules attached to this Performance Agreement from time to time, if any. (c) City. The word "City" means the City of Mount Pleasant, Texas. (d) Developer. The word "Developer" means MPX Group, LLC, a' Texas limited liability company, its successors and assigns, whose address for the purposes oft this Agreement is 2305 County Road 3210, Mount Pleasant, Texas 75455. The term "Developer" also includes a subsidiary of MPX Group, LLC. The term "Developer" also includes a subsidiary and/or affiliate MPX Properties, LLC, which Developer represents owns the 24.62-acres tract ofland included as part of the Property. (e) Effective Date. The words "Effective Date" mean the date of the latter to execute this (f) Event ofDefault. The words "Event ofl Default" mean and include any of the Events of (g) Full-Time Equivalent Employment Positions. The words "Full-Time Equivalent Employment Position" or "Full-Time Equivalent Employment Positions" mean and include a job requiring a minimum of Two Thousand Eighty (2,080) hours of work averaged over a twelve (12) month period, earning an average wage of$18.00 per hour, with such hours also toi include any vacation and sick leave, with full benefits. The words "Full-Time Equivalent Employment Position" or "Full-Time Equivalent Employment Positions" exclude owners or those with an ownership interest in the Developer. (h) MPEDC. The term MPEDC means the City of Mount Pleasant, Texas Industrial Development Corporation, a Texas non-profit corporation, its successors and assigns, whose corporate address for the purposes of this Agreement is 501 North Madison, Property. The word Property" means the approximately 24.62-acre tract or tracts of land in the Lewis H. Bradley Survey, Abstract No. 21, City of Mount Pleasant, Titus County, Texas, as generally described and/or depicted in Exhibit A of this Agreement, Agreement by and among the Developer, MPEDC, and the City. Default set forth below in the section entitled "Events ofDefault." Mount Pleasant, Texas 75455. (1) which is attached hereto and incorporated herein for all purposes. G) Qualified Expenditures. The words "Qualified Expenditures" mean those expenditures consisting of construction of a minimum 100,000 square foot manufacturing facility located on the Property, and those expenses which otherwise meet the definition of "project" as that term is defined by Sections 501.101 and 501.103 of the Act, and the definition of"cost" as that term is defined by Section 501.152 ofthe Act. (k) Term. The word "Term" means the term oft this Agreement as specified in Section 2 of this Agreement. SECTION4. AFFIRMATIVE COVENANTS OF DEVELOPER. Developer covenants and agrees with MPEDC that, while this Agreement is in effect, it shall comply with the following terms and conditions: (a) Qualified Expenditures. Developer covenants and agrees to submit to the MPEDC paid invoices, paid receipts, or other paid documentation in a form acceptable to the MPEDC for the Qualified Expenditures made to the Property in a minimum amount of Twenty Million and No/100 Dollars ($20,000,000.00) by December 31, 2025. (b) Commence Operations of Manufacturing Facility. Developer covenants and agrees by December 31, 2025, and during the Term of this Agreement, to keep open during normal operating hours the minimum of 100,000 square feet of manufacturing space located on the Property. (c) Operate Manufacturing Facility. Developer covenants and agrees by December 31, 2025, and during the Term ofthis Agreement tol keep open during normal operating hours the minimum 100,000 square feet of manufacturing space located on the Property. (d) Job Creation and Retention. Developer covenants and agrees by December 31, 2025 to employ and maintain a minimum of forty (40) Full-Time Equivalent Employment Positions working at the Property. Developer covenants and agrees by December 31, 2026 and for the remainder of the Term of this Agreement to employ and maintain a minimum of ninety- five (95) Full-Time Equivalent Employment Positions working at the Property. Developer covenants and agrees beginning on February 1, 2026, and during the Term of this Agreement, Developer shall deliver to MPEDC a quarterly compliance verification signed byadulyauthorizedi oshDasdprtanan certify the number of Full-Time Equivalent Employment Positions, and shall disclose and certify the average wage for all Full-Time Equivalent Employment Positions (the "Quarterly Compliance Verification"). The Developer covenants and agrees beginning on February 1,2026, and quarterly thereafter during the Term ofthis Agreement, there will be a total of sixteen (16) Quarterly Compliance Verifications due and submitted to the MPEDC covering the Full-Time Equivalent Employment Positions created and maintained during the Term oft this Agreement. All Quarterly Compliance Verifications shall include quarterly IRS 941 returns, or Texas Workforce Commission Employer Quarterly Reports. The MPEDC shall provide All Annual Compliance Verifications to the City within five (5) business days of receipt of said information from Developer. (e) Performance Conditions. Developer agrees to make, execute and deliver to MPEDC such other promissory notes, instruments, documents and other agreements as MPEDC Performance. Developer agrees to perform and comply with all terms, conditions, and provisions set forth in this Agreement and in all other instruments and agreements or its attorneys may reasonably request to evidence this Agreement. (f) between Developer and MPEDC. SECTION5. AFFIRMATIVE COVENANTS OF MPEDC. MPEDC covenants and agrees with the Developer that, while this Agreement is in effect, it shall comply with the following terms and conditions: (a) Reimbursement for Qualified Expenditures. MPEDC covenants and agrees to submit reimbursement for Qualified Expenditures madel by the Developer pursuant to Section4(a) ofthisA Agreement, int the aggregate amount not to exceed One Millionand: No/100Dollars ($1,000,000.00) within sixty (60) days of receipt of documentation by Developer to MPEDC ofthe Qualified Expenditures made to the Property consistent with Section 4(a) ofthis Agreement. Developer covenants and agrees not to submit for reimbursement for amounts less than Two Hundred Thousand and No/100 Dollars ($200,000.00) b) Performance. MPEDC agrees to perform and comply with all terms, conditions, and provisions set forth in this Agreement and in all other instruments and agreements between increments. Developer and MPEDC. SECTION 6. CESSATION OF ADVANCES. If MPEDC has made any commitment to make any reimbursement to Developer, whether under this Agreement or under any other agreement, MPEDC shall have no obligation to advance or disburse any financial assistance if: (i) Developer becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged bankrupt; or (1i) an EventofDefault occurs. SECTION 7. EVENTS OF DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: (a) General Evente ofDefault. FalureotDeveloper ror MPEDCtocomply with ort toj perform any other term, obligation, covenant or condition contained in this Agreement, or failure of Developer or MPEDC to comply with or to perform any other term, obligation, covenant or condition contained in any other agreement by and between Developer and MPEDC is an Event ofDefault. (b) False Statements. Any warranty, representation, or statement made or furnished to MPEDC by or on behalf of Developer under this Agreement that is false or misleading in any material respect, either now or at the time made or furnished is an Event of Default. (c) Insolvency. Developer's insolvency, appointment of receiver for any part of Developer's property, any assignment for the benefit of creditors ofDeveloper, any type of creditor workout for Developer, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Developer is an Event ofDefault. (d) Other Defaults. Failure of Developer to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement, or failure of Developer too comply with or toj perform any other term, obligation, covenant or condition contained in any other agreement between MPEDC and Developer. SECTION 8. EFFECT OF ANI EVENT OF DEFAULT. In the event of default under Section 7 ofthis Agreement, the non-defaulting party shall give written notice to the other party of any default, and the defaulting party shall have thirty (30) days to cure said default. Should said default remain uncured as of the last day of the applicable cure period, and the non-defaulting party is not otherwise in default, the non- defaulting party shall have the right to immediately terminate this Agreement, enforce specific performance as appropriate, or maintain a cause ofaction for damages caused by the event(s)of default. Ini the event, Developer rdefaults andi is unable or unwilling to cure said default within the prescribed time period, the amounts provided by MPEDC tol Developer pursuant to Section 5(a) ofthis Agreement SECTION9. shall become immediately due and payable by Developer to MPEDC. INDEMNIFICATION. TO THE EXTENT ALLOWED BY LAW, EACH PARTY AGREES TO RELEASE, DEFEND, INDEMNIFY,AND: HOLD HARMLESSTHE OTHER (AND ITS OFFICERS, AGENTS, AND EMPLOYEES) FROM AND AGAINST ALL CLAIMS OR CAUSES OF ACTION FOR INJURIES (INCLUDING DEATH), PROPERTY DAMAGES (INCLUDING LOSS OF USE), AND ANY OTHER LOSSES, DEMAND, SUITS, JUDGMENTS AND COSTS, INCLUDING REASONABLE ATTORNEYS FEES AND EXPENSES, IN ANY WAY ARISING OUT OF, RELATED TO OR RESULTING FROM ITS PERFORMANCE UNDER THIS AGREEMENT, OR CAUSED BY ITS NEGLIGENT ACTS OR OMISSIONS (OR THOSE OF ITS RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, OR ANY OTHER THIRD PARTIES FOR WHOM IT IS LEGALLY RESPONSIBLE) IN CONNECTION WITH PERFORMING THIS AGREEMENT. SECTION 10. MISCELLANEOUS PROVISIONS. The: following miscellaneous provisions are aj part oft this Agreement: (a) Amendments. This Agreement constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment tot this Agreement shall be effective unless given in writing and signed by the Developer, the MPEDC and the City. (b) Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws oft the State ofTexas, and all obligations of the parties created hereunder are performable in Titus County, Texas. Venue for any action arising under this Agreement shall liei ini the state district courts ofTitus County, Texas. (c) Assignment. This Agreement may not be assigned without the express written consent (d) Binding Obligation. This Agreement shall become a binding obligation on the signatories upon execution by all signatories hereto. Developer warrants and represents that the individual or individuals executing this Agreement on behalf ofI Developer has full authority to execute this Agreement and bind Developer to the same. MPEDC warrants and represents that the individual executing this Agreement on its behalfhas ofthe other party. full authority to execute this Agreement and bind it to the same. (e) Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of the Agreement. (f). Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed an original and all of which shall constitute one and the same document. (g) Notices. Any notice or other communication required or permitted by this Agreement (hereinafter referred to as the "Notice") is effective when in writing and (i) personally delivered either by facsimile (with electronic information and ai mailed copy to follow) or by hand or (ii) three (3) days after notice is deposited with the U.S. Postal Service, postage prepaid, certified with return receipt requested, and addressed as follows: ifto the MPEDC: City ofMount Pleasant, Texas Industrial Development Corporation 501 North Madison Mount Pleasant, Texas 75455 Attn: Nathan Tafoya, Executive Director Telephone: (903) 717-7241 The City ofl Mount Pleasant, Texas 501 North Madison Mount Pleasant, TX 75455-3650 Attn: City Manager Phone: 903-575-4000 MPX Group, LLC 2305 County Road 3210 Mount Pleasant, Texas 75455. Attn: Ricky Baker Telephone: (903)563- 1994 ifto the City: ifto Developer: (h) Severability. Ifacourt of competent jurisdiction finds any provision ofthis Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. Iffeasible, any such offending provision shall be deemed tol be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be SO modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable. (i) Time is of the Essence. Time is of the essence in the performance ofthis Agreement. () Undocumented Workers. Developer certifies that the Developer does not and will not knowingly employ an undocumented worker in accordance with Chapter 2264 of the Texas Government Code, as amended. Ifduring the Term ofthis Agreement, Developer is convicted ofa a violation under 8 U.S.C. S 1324a(f), Developer shall repay the amount of the public subsidy provided under this Agreement plus interest, at the rate of eight percent (8%), not later than the 120th day after the date MPEDC notifies Developer ofthe violation. [The Remainder of this Page Intentionally Left Blank] DEVELOPER ACKNOWLEDGES HAVING READ ALL: THE PROVISIONS OF THIS PERFORMANCE AGREEMENT, AND DEVELOPER AGREES TO ITS TERMS. THIS PERFORMANCE AGREEMENT IS EFFECTIVE AS OF THE EFFECTIVE DATE ASDEFINED HEREIN. MPEDC: CITY OF MOUNT PLEASANT, TEXASI INDUSTRIALDEVELOPMENT CORPORATION, aTexas non-profit corporation By: Date Signed: DEVELOPER: MPX GROUP, LLC, aTexas limited liability company, Erman Hensel, President By: Name: Title: Date Signed: CITY: CITYOFI MOUNT PLEASANI,TEXAS, aTexas municipal corporation, By: Date Signed: Tracy Craig, Mayor ExhibitA [Description and or Depiction of Property] EN SRIBS