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2007.01.22_Sales Tax Watchdog Committee Agenda
PUBLIC NOTWE OF THE" MEETING OF THE OWASSO SALESTAX WATCHDOG COMMITTEE TYPE OF MEETING DATE TIME PLACE Regular January 22, 2007 6030 PM Council Chambers Old Central 109 N. Birch Owasso, OIL Agenda filed in the office of the City Clerk and posted on the City Hall bulletin board at 5:00 PM on Thursday, January 18, 2007 e M. Stevens, eputy City Clerk AGENDA I, Call to Order Ms. Brenda Snow, Chairman 2, Roll Call Mr, Rooney 3. Request Approval of the July 31, 2006 Minutes Ms. Brenda Snow, Chairinarr Attachment #3 4� General Discussion of Projects and Status Report Mr. Clark Ms. Stagg Mr. Warren Mr. Ray Attachment #4 Owasso City Council January 22, 2007 Page 2 Presentation and Discussion of Financial Reports Ms. Bishop Attachment #5 6. Project Completion Reports Ms. Brenda Snow, Chairman Attachment #6 A. E. 96 ""i Street North Widening (Garnett Road to Owasso Market) B. N. Garnett Road Widening (E. 86`' Street North to E. 96"' Street North) C. SilverCreek Drainage Project D. YMCA Pool Project 7. Consideration and approval of Progress Report for Public Distribution Ms. Brenda Snow; Chairman Attachment #7 New Business 9. Adjournment 0N,\ ASSO SALES TAN WATCHDOG COMMITTEE MINUTES OF REGULAR MEETING Monday, Judy 31, 2006 The Owasso Sales Tax Watchdog Committee met in a regular meeting on Monday, July 31, 2006 in the Council Chambers of the Old Central Building, 109 N. Birch, per the Notice of Public Meeting and Agenda posted on the City Hall bulletin board at 5:00 PM on Wednesday, July 26, 2006. ITEM l: CALL TO ORDER. Ms. Brenda Snow, Chairperson, called the meeting to order at 6:30 PM. ITEM 2: ROLL CALL PRESENT Brenda Snow Joe Sparks Steve Mowery (arrived at 6:53pm) David Boggs Donna Pepper Matthew Roberts Jeff' Westerfield ABSENT Erik Miller STAFF PRESENT Danny Ewing Bob Barnes Jeff Ferguson (arrived at 6:35pm) Guy Nightingale Randy Cowling Bob Buss Rodney Ray, City Manager Ana Stagg, Public Works Director Sherry Bishop, Finance Director Br-add Clary, Fire Chief Tian Rooney, -Assistant City Manager Juliann Stevens, Administrative Assistant Julie 'Frout Lombardi, City Attorney David Warren, Park Director L1 EM 3: REOU S I' APPROVAL OF THE H JANUARY I . 2006 M INU1 1 "S Mr. Ewing moved, seconded. by Mr. Cowling to approve the minutes of the Jantiary 2"), 2006 Regular Meeting. Aye: Snow, Ewing, Brlss, Barnes, Bogs, Ni ghti 7gale, Roberts, Spats, Westerfield, Pepper, Cowlin g Nay: 0 Motion carried 110. Watchdog Committee July 31, 2006 Page 2of2 ITEM 4: GENERAL DISCUSSION OF PROJECTS AND STATUS REPORTS Ms. Stagg summarized the Project Status Report, included in the agenda packet _ Mr. Ferguson arrives at 6:35pm. Mr. Warren advised committee members of remaining projects to be completed at the Sports Park. Mr. Mowery arrives at 6:53pm. Mr. Clark provided a status update on the substantial completion of the remodeling of Firestation No. 2, as well as, a status update regarding the construction of Firestation No. 3. To conclude, Mr. Ray commented on the substantial completion of the YMCA pool. ITEM 5: PRESENTATION AND DISCUSSION OF FINANCIAL REPORTS Ms. Bishop reviewed the financial reports included in the agenda packet and a discussion was held by members as to the content of the reports. ITEM 6: CONSIDERATION AND APPROVAL OF PROGRESS REPORT FOR PUBLIC DISTRIBUTION Members reviewed the progress report as presented. Ms. Julie Lombardi reviewed the condemnation process. 1Vtr. Westerfield moved to approve the Progress Report for Public Distribution, Mr. Mowery seconded the motion. Aye: Snow, Ewing, Buss, IBarncs, Boggs, Nightingale, Roberts, Sparks, Westerfield, Pepper, Cowling, Mowery, Ferguson Nay: 0 Motion carried 13 -0. ITEM 7: NEW BUSINESS No new business. Mr. Ray Look the opportunity to introduce the newest members of the Sales Tax Watchdog Committee, as well is newest members of the City of Owasso staff. ITEM 8: ADJOUR N1V[ENJ AMr. Mowery moved, seconded by Ms. Pepper to adjourn the meeting. The meeting adjourned at 7:46pm Aye: Snow, Ewing, Buss, Karnes, Bog4;s i4lrghtingale, Robcrts, Sparks, Westerfield, Pepper., Cowling, Mowery, Ferguson Nay: 0 Motion carricd 13 -0. Brenda Snow, Chairperson 2 PROJECTS STATUS REPORT City of Owasso January 169 2007 In i Fire Station #2 0207 South C:eda - Project is nearly complete Fire station is inhabited and serves to protect Southern half of City Final repairs forthcoming on project, including- - Driveway repairs: will be funded in FY 2007 -2008 Facility generator upgrading: funded with grant and City matching - Heating, Venting, and Air Conditioning (NVAC) Upgrades Fire Station #3 100th Street Forth and 145th East Avenue m Architectural work completed: BKL. Incorporated Floor plan and elevation are designed and accepted Construction contract bid and awarded to Crossland Construction Notice to Proceed delivered January 11, 2001 Expected completion date: August, 2007 PUBLIC WORKS DEPARTMENT E. 86th Street North /N, 97th F. Avenue (f�linc c oad� Inter ecfiion ��— C)DC)T reopened project �_ Right -of -way acquisition completed r Utility relocations completed in 2006 Bid opening occurred on November 16, 2006 BECCO Contractor is the apparent low bidder at $1,557,979.50 Construction to start by March 2007 and be cornpleled by December 2007 Funding for this project is a result of a "matching grant", 80% ODOT Funding and 20% City Funding N�_12 9th ._E:._Avenue Widening En(.iinee;rin9_Services (Soulh of Home leant to E. _ 6th Street North) v Final design completed in November 2004 Construction Contract (plans and specification documents) to be finalised by June 2007 Construction to begin in 2007 pending funding E 96t "_ Street North Widening (Garnett Road to Owasso Market - Contract awarded to Becco Contracting for $2,776,294.20 m Construction began on March 2, 2006 m Substantial completion achieved in October 2005 m Final completion achieved in May 2006 m Last outstanding construction invoices paid in June 2006 - ROW acquisition not settled m A request for action to approve the Project Completion Report included on the January 22, 2007 agenda N. Garnett Road Widening (E. 86th Street North to E. 96th Street North) Contract awarded to Becco Contracting for $4, 691,722.80 Roadway segment north of fire station completed Roadway reopened on November 22, 2005 Final completion achieved in May 2006 mm Last outstanding construction invoices paid in December 2006 ® ROW acquisition settled A request for action to approve the Project Completion Report included on the January 22, 2007 agenda Street Improvement/Repair Project (FY 2006-20_07_) - Pavement Assessment Modeling began in June 2006 ... Poe and Associates and City of Owasso Site selection completed in August 2006 w Resurfacing work began in December 2006 - Improvements to be completed by June 2007 Intersections Endneerinq (Preliminary). - Engineering services related to the conceptual design for the preparation and submittal of funding applications to the Oklahoma Department of Transportation (ODOT). Locations to be studied: North 145th East Avenue and East 96th Street North North Garnett Road and Gast 106th Street North North Mingo Road and East 96th Street North North 145th East Avenue and East 106th Street North _. Work began in December 2005 Draft report completed in April 2006 n ODOT application submitted in November 2007 a Fending ODoT comments to complete work Silver Creek Drainage; Improvements Project to provide additional stormwater detention storage and infrastructure to remediate existing drainage problem Developer began construction of on -site improvements in December 2004 On -site work completed in June 2006 Off -site contract awarded to Keystone Services, Inc., Oklahoma, in the total amount of $569,229.95 Off -site work final completion achieved in December 2006 A request for action to approve the Project Completion Report included on the January 22, 2007 agenda Sports Park Expansion - 80 acres of land immediately south of the existing Sports Park has been purchased ® Conceptual design drawings completed and approved by User Croups — drawing will be available Monday evening Initial Construction will consist of access road from E. 106th Street north, parking facilities, and construction of one large playing field: Removal of two existing structures and entrance road construction to commence in March of 2007 PERM ® YMCA Pool City participation with YMCA for expansion of facilities at Rayola Park City funded $1,000,000 for construction materials Tulsa County Vision 2025 funded $500,000 for construction materials Facility complete and open June 2006 A request -tor action to approve the Project Completion Report included on the January 22, 2007 agenda FUTURE JECT E. 86th Street forth (Bain to N. Memorial load) -- �.- Design began in July 2006 and scheduled for completion by July 2007 Construction estimate of $4.5 million (including POW and utilities) Funding to be provided by ODOT and Tulsa County Construction scheduled to start by December 2008 - pending funding availability Dire; Station ##4 (1 06th Street North and Mingo) Land donation from LAM Sokolosky finalized m Fiscal Year 2007/08 request to fund Architectural contract for design in Fiscal Year 2007/08 design and preparation for construction bidding Fiscal Year 2008/00 award of construction contract and construction process Expected completion ,July, 2009 City of Owasso Capital Improvements Fund Project Status Summary Report As of December 31, 2006 Resolution 2006 -10 Priority Projects Originally included in 1998 Revenue Bond Projects a Project initiated prior to Oct 2003 election Percent of Completion Project host Project Expended Expended to Contract chi Budget Percentage Report Estimate Budget FY 2007 Date Encumbrances Expended Complete Approval o Fire Station #2 Remodel 252,000 252,000 - 201,844 32,646 80% 80% o New Fire Station #3 2,355,450 2,355,450 83,871 280,488 1,746,210 12% 10% 86 & Main intersection ROW 303,625 303,625 303,625 303,625 100% 100% 7/24/2004* 86 & bingo Intersection 750,000 749,030 353,770 646,635 2,144 86% 15 ® 86 Street Widening 3,312,100 3,312,099 - 3,303,741 100% 100% 1/25/2005 0 129 E Ave Widening (engineering only) 360,000 358,404 - 339,498 18,906 95% 95% 96 Street Widening (Garnett to Owasso Mkt) 5,400,000 4,943,554 78,052 4,927,743 100% i00% Proposed • Garnett Widening (86 to 96) 5,400,000 5,601,858 184,741 5,601,858 100% 100% Proposed • Street Improvement \Repair Project 1,000,000 1,002,600 9,426 12,026 588,055 1% 10% • intersection Engr, Prelims 100,000 100,000 11,065 92,998 7,002 93% 93% • Silvercreek Drainage 880,000 880,000 129,637 864,921 98% 100% Proposed • Sports Paris Expansion 2,500,000 2,500,000 152,371 1,875,939 105,741 75% 75% • YMCA P ®o1 1,000,000 1,000,000 8,219 1,000,000 100% 100% Proposed. $23,613,175 $23,358,620 $1,314,777 19,451,316 $2,500,704 83% Resolution 2006 -10 Priority Projects Originally included in 1998 Revenue Bond Projects a Project initiated prior to Oct 2003 election City of Owasso Sales Tax Collections and Restricted Use of One Percent Fiscal Year 2006-2007 Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Fees Totals Debt Service Three Percent Development Agreement Debt 2004 Balance Sales Tax One Percent Defeasance 2004 Sales Tax Collection Sales Tax (1 /3) RAN Rev Note $1,252,532.37 4111, 7,510.79 107,008.59 132,911.11 $1,334,836.21 444,945.40 107,008.59 132,911.11 $1,364,828.62 454,942.87 107,008,59 132,911.11 $1,248,082.34 416,027.45 107,008.59 132,911.11 $1,161,834.48 387,278.16 107,008.59 '32,911.11 $1,224,807.13 408,269,04 107,008.59 132,911.11 W,bbb,921.15 $2,528,973.72 �vrnents 2005 Sales Tax Rev Note Development Agreement Debt Excess to Capital Improvements Fund Balance 135,416.34 5,939.14 36,235.62 36,235.62 135,416.34 6,498.34 63,111.02 99,346.64 135,416.34 6,466.70 73,140.13 172,486.77 135,416.34 4,325.38 36,366.03 208,852.80 135,416,34 5,333.15 6,608.97 215,461.77 135,416.34 57432.46 27,500.55 242,962.32 051.54 $797,466.66 $812,498.04 $33,995.16 $242,962.32 2004 RAN to defense 1997 & 1998 Revenue Bonds 2004 Sales Tax Revenue Note to fund capital projects 2005 Sales Tax Revenue Note to fund capital projects City Of O'VV2SC-0 month lv SP-des Tex Revenues L25t F've Fsc2l Years $9,032,211.36 $13,016,005.67 $11,253,360.03 $10,217,754.99 $9,671,899.50 2006-2007 2005-2006 2004-2005 2003-2004 2002-2003 id $1,252,532.37 $1,017,573.68 $910,733.72 $884,378.03 $902,614.21 Aug 1,334,836.211 1,0157717.94 914,007.46 783,796.99 849,816.70 Sep 17364,828.62 1,035,632.81 988,704.68 837,825.86 810,343.87 0 Ct 1,248,082.34 981,34139 851,782.01 827,379.65 797,994.95 Nov 1,161,834.48 961,699.87 835,499.88 789,547.23 772,338.00 Dec 1;224,807.13 989,988.83 951,169,18 813,304.21 752,158.14 Jai? 1,445,290.21 1,103,892.80 966,868.14 901,348.13 875,769.31 Feb 1,199,000.82 1,0507127.03 953,027.35 833,903.37 Mgr 1,421,53Z 19 863,064.72 804,496.79 725,837.29 A"D r 9517508.84 886,006.83 806,574.14 698,079.88 May 1,192,227.77 1,026,634.39 911,823.30 828,522.14 Ju. 1,145,888.73 1,008,761.99 904,253.31 824,521.64 $9,032,211.36 $13,016,005.67 $11,253,360.03 $10,217,754.99 $9,671,899.50 City of Owasso Capital Improvements Fund Claims Paid, July 1, 2006 through December 31, 2006 Effective Date Reference� Vendor Name PO# Check# Zran Amount Project Total 08/22@6 Claim 51592 8KL|NCORFORATED ARCHITECTURAL SERVICES 23937 73481 1064000 09/2609/26/06 ��s Claim 52563 eKL|wCoRpDRATED ARCHITECTURAL SERVICES 23e37 74163 z6'6n000 10/31/06 ��1/0� Claim 53399 BKL|NCDRPORATED ARCH|TECTURALSERVICES 23937 74956 4O'55V00 1313/OS Claim 53642 NEIGHBOR NEWSPAPER LEGAL NOTICE 75430 ' 81.20 New Fire Station #2 Project Totali 831871�20 11/30/06 Claim 54147 AT OR, REUELYvE3LEY ROW 8STH& MAIN INTERSECTION 24275 75885 30012500 12/27/06 Claim 5467" GREEN COUNTRY APPRA|SA � APPRAISAL COST'ATQRVS C|TY 24294 76440 3'50O.0O x@& Main Intersection ROW Project Tota| 303.625.00 08/09/06 Claim 51353 CzA ENGINEERING, INC ENS|NEER|NGGVS'8S/M|N8O 23928 73001 40000 08/28/08 Claim 51774 OK DEPT OFTRANSPORT INTERSECTION IMPROVEMENTS 24004 73347 31485008 09/12/06 Claim 5209-0 C2AENS|mEER|NG. INC ENG|NEeR|NGSV3'R6/M/w8O 23928 73082 '4008O 09/13/06 Claim 52179 CHARmEY. BUSS, &WILLIAMS CITY VS. MCCARTY-0708 24001 73808 1,031.25 88/20/06 Claim 52500 CHARNEY. BUSS. &VV|LL|AMS CITY VS- MCCARTY 24148 74170 223S3 10/10/08 Claim 52870 Cz&EwG|wEER|wG. INC ENGINEERING 3vS-86/M|mGO 23928 74838 40000 10/24/06 Claim 53093 CHARNEY. BUSS, &WILLIAMS CITY VS. MCCARTY 24182 74870 75000 11/13/06 Claim 53589 C2A ENGINEERING, INC ENG|NEER|NGSVS'88/M|NSO 23928 75357 40000 12/22/06 C|aim54550 C2AEN8|NEER|N8. INC ENG|NEER|NG8VS-80/M|NGO 23928 78410 20000 12/22/08 Claim 54651 OK DEPT OFTRANSPORT 00TH&M!NGOPROJECT 24312 78478 2888088 '12/27/06 Claim 54664 C*ARmEY. BUSS, &Vv|LL|AmS CITY VS. MCCARTY 24310 76412 3'0825O 12/27/06 Claim 54669 R FELL|S||CO.|NC CITY OF0VVASSOVS MCCARTY 24290 78434 3'442n0 G8& Wmgofmte,sectiom Project Tota� 353.76e.74 08/28/06 Claim 51693 OK NATURAL GAS GAS LINE RELOCAT|ON-80TH& 23884 73585 7617561 09/12/08 Claim 52147 CH GUERNSEY 8COMPANY ENGINEERING SERVICES 23826 73860 '90235 09/13/08 Claim 52180 CHARNEY. BUSS, &WILLIAMS CITY VS. MCAUL|FF 24083 73888 21875 09/26/08 Claim 52500 CHARNEY. BUSS, &WILLIAMS CITY VS. MCAUL|FF 24140 74170 22303 10/24/08 Claim 53083 CHARmEY. BUSS, @YV|LL|AMS CITY VS. MCAUL|FF 24182 74970 43758 12/27/80 Claim 54664 CHARNEY' BUSS, 8WILLIAMS CITY VS. MCAUL|FF 24310 76412 9375 esStrWidening (Garnett toOwasso Mkt) Project Tote| 78.051.59 07/20/86 Claim 50906 CHARNEY. BUSS, &vV|LuAMS PROFESSIONAL SERVICES 23850 72515 12500 09/20/06 Claim 52352 BROvVmFARMS3OD 3ODREPLACEMEmT-91/GARmETT 24085 74104 298785 10/10/06 Claim 52873 JOHN WILLIAMS EASEMENT 24082 74087 3'17508 10/13/00 Claim 52943 OK NAT UnALGAS GAS LINE RELOCAT!ON 24164 74450 1r6'2Ag03 10/311/06 Claim 53230 RSCREwTAL3 GARNETTROAD PROJECT 24195 75007 '1S280 10/31/06 Claim 53242 TWIN CITIES READY Mi| GARmETT ROAD PROJECT 24194 75128 51300 11/27/00 Claim 53894 LOVvES COMPANIES INC CEMENT'DRA|N|NSTALLAT|ON 24247 75705 1874 11/27/06 Claim 539'.0 THOmPS0m'S GENERAL STORE SUPPLIES FRENCH DRAIN 24241 75836 5480 City of Owasso Capital Improvements Fund - Claims Paid July 1, 2006 through December 31, 2006 Effective Date 11/28/06 11/28/06 12/07/06 12/22/06 12/22/06 08/10/06 09/15/06 10/10/06 11/10/06 12/07/06 09/11/06 12/22/06 08/10/06 08/24/06 08/29/06 09/12/06 10/10/06 10/31/06 11/28/06 08/07/06 08/22/06 08/29/06 10/09/06 10/31/06 11/09/06 12/27/06 08/29/06 Reference Vendor Name Transaction Description PO# Check# Tran Amount Project Total Claim 53965 WATER PRODUCTS INC SUPPLIES FRENCH DRAIN 23747 75854 84.00 Claim 54021 MAXWELL SUPPLY OF T UL SA FILTER FABRIC DRAIN PROJECT 24260 75768 260.00 Claim 54199 ANCHOR STONE CO CARNE TT WIDENING-86 ST N/96 24263 76065 236.57 Claim 54501 O\NASSO TOP P SOIL GARNETT WIDENING/DRESS UPS 24301 76485 160.00 Claim 54551 C2A ENGINEERING, INC N. GARNETT RD IMPROVEMENTS 23899 76410 636.20 Garnett Wldening (86 to 96) Project Total 184,741.39 Claim 51428 POE & ASSOCIATES, INC 06/07 CIP STREET REHAB 23825 73140 2,054.77 Claim 52218 POE & ASSOCIATES, INC 06/07 CIP STREET REHAB 23825 74294 2,112.25 Claim 52838 POE & ASSOCIATES, INC 06/07 CIP STREET REHAB 23825 74730 3,941.24 Claim 53520 POE & ASSOCIATES, INC 06/07 CIP STREET REHAB 23825 75466 1,086.48 Claim 54238 POE & ASSOCIATES, INC 06/07 CIP STREET REHAB 23825 76176 231.12 Street 2mprovernent\Repalr Project Total 97425.86 Claim 52053 CRAF TON, TULL AND ASSOC ENGINEERING SERVICES 23925 73876 4,815.00 Claim 54506 PSA-DEWBERRY INC ENGINEERING SERVICES 23924 76490 6,250.00 intersection Engr, PFeliminary Project Total 11,065.00 Claim 51446 MESHEK & ASSOCIATES, SILVER CREEK DRAINAGE 23906 73115 2,111.63 Claim 51633 KEYSTONE SERVICES, INC SILVER CREEK-DRAINAGE SITE 23922 73561 57,826.80 Claim 51822 MESHEK & ASSOCIATES, SILVER CREEK DRAINAGE 23906 73575 2,925.31 Claim 52085 KEYSTONE SERVICES, INC DRAINAGE SITE IMPROVEMENTS 23922 73910 21,385.86 Claim 52879 MESHEK &, ASSOCIATES, SILVER CREEK DRAINAGE 23906 74699 1,225.07 Claim 53312 MESHEK & ASSOCIATES, SILVER CREEK DRAINAGE 23906 75049 191.82 Claim 54081 KEYSTONE SERVICES, INC DRAINAGE SITE IMPROVEMENTS 23922 75763 43,970.77 &lvercreek Drainage Project Totat 129,637.26 Claim 51300 APEX PLUMBING WATER/SEWER LINE 23583 73047 20,126.00 Claim 51509 VISTA CONS RUCTION, SPORTS PARK RESTROOM 23932 73659 35,253.90 Claim 51807 VISTA VIST A CONSTRUCTION, SPORTS PARK RESTROOM 23932 73659 36,728.69 Claim 52790 VISTA CONSTRUCTION, SPORTS PARK RESTROOM 23932 74760 33,758.01 Claim 53288 VISTA CONSTRUCTION, SPORTS PARK RESTROOM 23932 75139 13,054.90 Claim 53488 VIST A CONSTRUCT ION, SPORTS PARK RESTROOM 23932 75513 13,199.50 Claim 54663 BIRD SURVEYING & DESIGN CONCEPT DRAWING 76406 250.00 Sports Park Expansion Project Total 152,371.00 Claim 51838 YMCA OF GREATER TULSA POOL PROJECT 24079 73670 8,218.50 YMCA Pool Project Total 8,218.50 TOTAL 1,314,776.54 PROJECT COMPLETION UPOR'I PROJECT: E. 96"' Street North Widcning, (Garnett Road to Owasso Market DATE PROJECT WAS INITIATED:__ February 1 2005 DATE PROJECT WAS COMPLETED: August 16 2005 DEPARTMENT RESPONSIBILITY FOR PROJECT: Public Works Department_ STAFF COMMENTS: The project encompasses widening, and sig,nalization upg,rade of the intersection at E. 96th Street North and N. Garnett Road including construction of new sidewalk curb and gutter and drainag,c improvements. The work was intcg,rated with improvements to N. Garnett Road Improvements planned to support the development of the Smith Farm shopping, center. On February 1, 2005 City Council awarded the construction contract to Becco Construction, Inc., Tulsa Oklahoma in the total amount of $2,776,294.20. Because the work was awarded as a unit price contract_ where the quantities presented in the Bid Forrn were estimated based on expected conditions and used solely for theurposc of comparison of bids it was anticipated that a quantity adjustment be made at final payment to reflect actual quantities rovide(I Funding, for final quantity adjustment9 and other necessary changes, was included under the Project Allowance Line_ Item $160,000 listed in the Bid Tabulation. Acct Incentive Line Item was also included as part of this contract $60,000 as an riccntive_to the contractor to complctc the work ahead - of the scheduled completion date. -- - -- -- uarntit adjustments and incentive_ compensation - resulted in an expenditure of R� 096.38 / of_ the oriOnal contract amount) from the allocated S2202000�resultingn a neg,ative contract adjustmcnt -of $127,903.6_2 and a final-pa mkt amount or $2,648,390.58. It should be noted that final costs for the Right of Way acquisition is - ocndinu settlement or jury trial. Ana C. PROJECT COORD FNATOR. - -- Public Works DEPARTMI N]' PRO FUf COOK INATd- - .Ianuary 1.0 2007--------- - - - -__ - - DATE /approved this 22nd day of Jang2r�, 007a Brenda Snow, Chairman PR0,1E T CO.,MPLETION REPORT PROJECT:_ N. Garnett Road Widening -E. 86th Street North to E. 96th Street Nogh)__ DATE PROJECT WAS INITIATED: February I, 2005 DATE PROJECT WAS COMPLETED: Autust 16. 2005 DEPARTMENT RESPONSIBILITY FOR PROJECT: Public Works Department STAFF COMMENTS: The project consists of the widening of N. Garnett Road from E. 86th Street North to E. 96th Street North, complete with the construction of five lanes of roadway, new sidewalk, curb and butter and signalization im rp ovemcnts at the intersection with E. 86th Street North. The work will be integrated with improvements to E. 96th Street North and N. Garnett Road intersection planned to support the development of the Smith Farm shopping center. On February 1, 2005, City Council awarded the construction contract to Becco Construction Inc., Tulsa, Oklahoma in the total amount of $4,6919722.80. Because the work was awarded as a unit price contract – where the quantities presented in the Bid Forin were estimated based on, expected conditions and used solely for tie purpose of comparison of bids it was anticipated that a quantity. adiustrnent be made. at final payment to_ reflect actual quantities_ provided. Funding for_final_ quantity_ aadjustrnent, and other necessary changes was included under -- -- -- -- - -- the..- Project Allowance Line Itcm 5225,000 listed in- the Bid Tabulation. A Project Incentive Line-_Itcm was also included as part of this contract 960,000 as an incentive to the contractor to complete the work ahead of the scheduled conj ion date. - uantit adjustments and incentive coin -Pensation resulted in an expenditure of 5412,499_94(3% of the original contract amount from the allocated $280000, resulting - -- — -- .. in a contract adjustment of $127,499.94 and a fina.1payraent amount of %4,819,222.74, Ana C. _StagP.E. — PROJECT COORDINATOR Public Works D1:PAR'1'i�!IEN. _. _-_ / _Yr_ I'1ZOIl'1 COO1Zbft< , l ()R. January 10, 2007 DATE E SUBMIT I ED /approved this 22 d day of 4gQtaar , 2007. Brenda Snow, Chairman PROJEC "I COMPLE'l ION REPORT PROJECT: Silver Creek Dr DATE PROJECT WAS INITIATED: December 20, 2005 DATE PROJECT WAS COMPLETED: December 5, 2006 DEPARTMENT RESPONSIBILITY FOR PROJECT: Public Works Debartment STAFF COMMENTS: On December 20, 2005 City Council approved the first of two contracts, a Development Agreement (for $600,000) between the City of Owasso and Tracy Construction Incorporated for the purchase of property and construction of "on- site" facilities. On January 10, 2006, the second contract was approved with Keystone Services, Inc., Oklahoma, for the construction of "off-site" Silver Creek Drainage Improvements in the total amount of S569 229.25. The "on -site" improvements inchuded excavation and grading of detention pond complete with outlet structure and associated i ink as well as a structure to convey the Bow from the Nottingham subdivision to the new detention facility. The "off-site" improvements included stormwatcr piDmLy imp ovements throughout the Bradfords and_Willows subdivisions, a. collection structure in Nottingham, as well as the improvements to the cxisting--- Village of Silver Creek detention facility. On -site and Off -site improvements were completed in June 2006 and December 2006,_respectivel uantity adjustments at the end of the roicetrsulted in an additional expenditure of $13,748.22_ Such were necessary for the installation of -- - -- - -- -- - - -- - - -- - -- additional -oipc- and structure revisions redldred to address m i-Aici ap ted site conditio1h. Final payment was made for $1,182,978.17, 'resulting in an expenditure of $832,978.17 froin the Capita_1_fml)rovemcnts Ftipd, Ana C. Stag ,-, P.E. _ PROJECT COORDINATOR Public Works DEPARTMI =? N'F PROIEC f COOR61N A I OR January 10,_Z00- - DATE Approved this "d day of Ja _ _y 200`7. Brenda Snow, Chairman PROJECT COMPLETION REPORT PROJECT: YMCA POOL DATE PROJECT WAS INITIATED: Mav 2005 DATE PROJECT WAS COMPLETED: Auzust 2006 DEPARTMENT RESPONSIBILITY FOR PROJECT: Manaurial Department STAFF COMMENTS: The projcct consists of a partnership between the City of Owasso and the YMCA of Greater _Tulsa for the expansion of recreational facilities at Rayola Park. The City contributed -$ 1,000,000 for the purpose of purchasing construction materials needed to build an indoor aquatic facility. It should be noted, that an additional S500,000 from the Tulsa Count Vision 2025 funds were also used. The new facility opened in June 2006. The final invoice was rceeived on August 29, 2006 and maid by City f Owasso. Rodney J. Ram PROJECT COORDINATOR pity Manager _ _ -- DEPAR TMENT PROJECT COORDINATOR January 10 - 2007 DATE Approved this 22"d clay of �Lapugs 9 2007. Brenda Snow, Chairman LEASE between THE CITY OF OWASSO, OK1_,AHOINI1 and An Oklahoma a onpr offt corporation, Jurrrte 15, 2003, 70'93: 'l!ABLE 0 F C0iNTE' NTS PAGE ARTICLE 1— INTERPRETIVE IW A"1 ERS oo e° °oo° ° °o ° ° ° ° ° ° ° ° ° ° ° ° ° ° ° ° Section 1.1 I[n en° retation and Construction ° ° ° °, ° ° ° ° Section 2 °1 Roresentations and C®venutnts 1_ y the City 2 Section 2 °2 R� entatians and �venants ° ° ° ° ° ° ° ° ° ° °o ° ° ° ° ° °° 3 ARTICLE III — LEASE ° ° ° ° ° ° ° ° ° ° ° °o ° Section col Lease of the Ground /Facilities ° ° ° ° °o ° ° ° ° ° ° ° ° ° ° ° ° ° °, ° °o ° ° ° ° °° Section 3 °2 Facilities oa ° ° 4 Section 3 °3 Short Form Lease °°°°°°°°°°o°°°o°°°°°o,°°° ° ° ° ° ° °o ° ° ° ° ° ° ° °o ° ° ° ° ° ° °o °o ° ° °°° Section 3 °4 Baseball Field °° °o ° ° ° °oo., ° °oo ° ° °° 4 ARTICLE IV - -- LEASE TERM a °o . ° ° ° ° °° 5 Section 4 °1 'Term ®f the Lease °°°° A°°° ° ° ° °o ° Section 4.2 IntentiqnaLly Blank., a ° ° ° °° Section 4.3 Surrender ®f Possession ° Section, 4 °5 Evidence of Termination ° ° ° ° ° . ° ° ° °,., ° °, Section 4 °6 E-f ect of Holdunn. oven „°°°°°°°°°°,° ° °° 5 Section 4.7 First bt cf Ref W aal °o. ° °o °o°o ° °° 6 A 'l tc jut<, V -- ACQUISITION, CONSr1,mJcTiON! AND EQUIPPING 01, THE, FACILITIES 6 Section S°_9 lAg cement to /Ac RRRR e, Construct and Just all ill e Fa Flans and �ecif catRnns °oo Section 5.2 C m _ _ _ jetion f Facilities °°°°°° 6 ,Sections 53 Performance and -Ile nt ��unds 8 Section 5. 4 nee Bond o `� 9 R r�- o R B�a d - ns _ ted Value I s .a ice 9cc S e C i0r 5. t1 General Public 1 jabfflty and P ovc' " 2" n ° / RNnJ ian R -sectRo j Title to the Fa( ilities e i7R0 -5,9 Use of the Facilities �. �bRion _5"'10 Notices and lie mi'ts 1, C, C unjjnn�r S e c�iwup, 5 -i €_ No Wal- ranty of Cunndntioun or SqitabHi"7 by the City of aR y•� �, I/ i st q4 Wen trt [IE �verRnein s (?7020z:,: ARTJCIA, V1 — I'A`KMEiNTS UNDER T IS Lr' AS °oo9oovoo�oo�,�����oo,00,< Section 601 Ground /I <acility Rentals oaa000000e°o,00 ° o o oo,oeoa, e,o...... 1 Section 602 Payments Under Lease in Addition to Payn eats boa ®lea atan� h� °o�ty o ,oa o°o9ooee <oao°o� <oo <a < <0000� <o�o"A <,o <eao�o <o 11 ARTICLE VII _ S I"CIAV C®VENAN'I'S o ..-- ..,00 <o,o,00 „oee,a ono,000,ae,00ao o s a oa.,o , a e p o a,e,00e 11 Section 701 Financial Statements of Conn)an y ... — ...... <a I1 Section 7.2 Company to Maintain its Corporate Existence- Conditions Under Which E- ceptions F—erynitted ............... 0000°°° <o,a0000aoa 000 00000 12 _ Section 703 Indemnification Covenant .. ......... .... oe,e°o <00000OOe �.� 0900o�000ao�a0000aa 12 Section7. 4 o< aEOOaeeooaor <000e«<................. ... aoo 13 °oo� >o�oo�ooAOe00000000�aoo� Section 7,5 Assignments and Subleases 480, °°Done >0000000,opooea0000QOO,a, °00000e°ooaonoo o 00000e9 13 Section 7.6 Financing nd �t�a °t 'aa Groun( qL Facilities......° 000000 0000°° 13 ARTICLE VIII -- USE AND MAINTENANCE OF FACILITIES oo<000000000 00> oa °00000° 13 Section 8.1 Permitted Use ,..o oaa >......0000a000Oa Section 8.2 ooeoov 000v 00000000000 ,0000000000000000000000e, oe <a,e Limitations )on Use and Vocation e <000eao ova aoo <opaa a <soa 13 t3 Section 8.3 <o°o,OOOe oa eO99 a Corn fiance with Other Governmental Regulations ................. 13 Section 8.4 Utilities ........ ........ e . „oo, 14 Section 8.5 aoo,000000000 <000a 0000° 000< C' man ha o . 16 Section 8.6 ........ ..............s o o o o<,e000 0 0<00oo,o<a.. °°°0000 °000 <,o. D )osition of C ooLn pan Prop t - at End of ease. Term <.000<o<o 1 I.4 Section 8.7 _ _ 3r_V I1 e 1LCk Maintena ce and Re . Laceanent oapooa e. 14 Section 8.8 Ri fat to Enter � In and Make Re�aau�s oo <.< < <<. o < <oo << �.r T- 14 Sect }ion 8,9 Condition of Pro erty �oo.. �oo�< �oo <sa� _ 000<oo,o<00000� 15 Section 8.10 Purchases by Cgmp k � <� <o <o- I� a F ooF, boa <¢o.,< AIZ 1fCI,lls IX --- ii_aOSS OF AND LIABILITIES P 1T +`,RTAII Ij"�jtf ;l'O IFIACIVLJI I'IES <o its Scctio?,-p, 9J& Pr erty Insurance <oo < <000 << <a —_,.. Section 9, ° Liability Insaa� ante <ao 1 Section 9.3 �® ensation Coverage000< o.«...... oa 16 Section 9A Payment of Insurance Proceeds ......o<000<a < >oo<aooeooeo<,< «oa<eo,<< <<e< 1.6 Section 9�5 Continued Obligation to Pay Ground/Facifitv Rentals «o o .,0 0 16 Section T1a6 Li.aanata tT i- ,o�- n�- s --a�s to P_.o� lici1es 16 Section 9.7 , u m Failure of C om a Provide Insurance Section 9 <8 Notalacataon of_I Los and C or Iaancc ��� I��o a�a ;s �<,. <, <, <�o< �:<<,,<.< 6 I7 en.tao, E < Darrna�e -oa Desta nction and Restoration ,,, —_� ,„ . �. o �!� '/ Section 9, 1 1' Y Cokn�eany's Election Not to Restore � �� Pb�d� ed �i� � �.4�F �� � , T , �7 a F ooF, boa 11 xeess, Insurance Proceeds _ 1pronmt Pai meant oI 'I axes and, l ecs . <, <o ........... 7 1190 Mechanic's and M ater i alnauen s Liens <<oo <0000..... r egos° 03 Prong I��avr a� at of other t Ni,,Aons . <, <oe <o 18 Section 10.4 I hoc of C'oa�test <oo <.<a o0 0, o<a, <oo aoo�o��a�o�..,�o 0000 Section 105 �oa���� �aT� oat Dana °ink L onto st s o?o: A .TI E XI — 1 VEN` S OF DEFAULT AND 131 +;MF:DIES ,o, ,00,,,, 18 Section 1101 Events of Detalilt Defined o,aoo,aoo ............. .00.. «,,, 18 Section l t,2 Remedies on Default ......aaeaooeoe a a000, „o,00aaeoa0000000 19 000 „000000,,,o�,..,..„ Section 11,E ............................ 20 Section 11.4 Agreement to Pay Pees and iJxMeIIses io co�illsel,o:P.......... ._. 20 Section -I1.5 No Additional Waiver lmpjjed by one Waiver- Consents to Waivers o,e:o o4,4 „o,,,e,,,,00,00„e,00000aoa1 AR1'1CLE XI1 11 �.1 �,1 I�I�tl ±SIT Section 12.1 ....... ....... —.. e000, o,°oo„ QOoo o,o „o,�,000,,,o�eo,noa�oe,oa000eoo No Personal Liability 21 Section 12.2 ,.....o......0......., o „000a,3 oo 000.000 „oo Release of Liability � � Section 12.3 000— ..................... Third Parties Section 12.4 ,...°ooa,aoo ........ .....o o oe,o ......... „oo,oa ,n000,o,0000,000 „o,o o oo,oa No Limitation on Previous Agreements 21 Section 12,E ................ I Indln �� eft Section 12.6 o,8o,0o,ao „000,. ... ........ ,000eo „o „ooeooao9ao,o ,oaoo Execution of counterparts 22 Section 12,7 o,o,o,e,oa,,, <,o,=, ........................ o,o oaoa „oo Amendnnents Lhanges and Modifications 22 , . Section 12.8 _ ,090,0000,,,0 >�0000e00000,oao Severabilitv �� Section 12,9 — ....... 0000 ,oa,oao,oao,noe „�00000 „oa000,o Notices 22 Section 12.10 oo,aa000........ ,Qan o,oea ,o ....... aaQOa 000 o „ooa o,,,°000....00 ........o „... la'urther Assurances 22 Section 1111 .9o,o40000apo o e„eooa„ QO o.00,a.„.., oaoe,oeao 23 Section 12,_112 , one............. .. ao,,,, o � o000OOOOOO o 1ndeydent Contractorr 23 Section 1.2013 _ _ �� „��,,,o „o,�,�ooPa�n,,,�o,ao.n .. Nondiscrimination 23 Section 12.14 , , lEnelgy � ons�i�?atT ®II .. 23 Sectionj 12.15 „oonooe,,,,,...... „ o,,,,, o�,... ... „ <,,,Re,,,,,....... oao,000a „000,,,. Par tnership oI Joint Venturer DisclaI ek” Section 12A6 000 „�000 ... AppEqpriation 24 Sectioy�, 1. / I ,q.91 rlel Certificates oL,o, o, „ 24 LEASE I,his LEASE.. dated as of June �f� 2004, between the City of O\vasso, Oklahoma, a home rule city and an Oklahoma municipal corporation organized and existing under the Constitution and laws of the Mate of Oklahoma (the "City "), and the YMCA of Greater Tulsa, an Oklahoma nonprofit corporation (the "Company'). RECITALS WHEREAS, the City owns certain unimproved real estate more specifically described on Exhibit A hereto (the "Ground ") and desires to improve the Ground for recreational use for the benefit of the public; and WHEREAS, the Company is an Oklahoma nonprofit corporation dedicated to building strong bids, strong Camilies and strong communities through programs that enrich the spirit, mind and body for persons of all ages and economic levels; and WHEREAS, in recognition of the need to provide recreational facilitics and opportunities in the City, the City desires to provide a certain amount of economic assistance for, and the Company desires to design, construct and equip a new permanent recreational facility on the Ground, together with improvements thereto, including certain aquatic facilities ([he "Aquatics Portion "), a.11 as more particrjlarly described on exhibit E hereto (the "Facilitics "), and WI L Rl AS, the Company desires to lease Crom the City the Ground upoi2 which the . acilities are to be located, in according, with the terns hereinafter contained; and WFIEREA'�)' the City proposes to lease to the Company the Ground in accordance with this heasc which, among other matters, provides for the payment of G> oundlfacility Rentals (as defined in Section 6.1 herein) and sets forth certain other r1uhts and obli-Lition s of the Compan with respect to the Facilities and the Ground. GREEIVIENT NOW, ! IIF;)} I'l CJkl' -, in c;oi side fat on o[ tic respective rr prc:s, ntati.o i, <rrrcl I;slcr.'[nt,nts contatr �d l c;r4 ii, th Jity an(! dle Conti "t)v her -c,by < orce as (o11m\. : T ff [I`li K_:II , V ll 11 N II !> V -PR E' ll D V P, 1�4- A. "ii' 3' E III.; S< < tloll J,I 1 n1etlnre talron and C orl_,,tauctiou_ For all purpuscs of thl L -asc, exc� 1�( - as, - -- olbert °i5c XI J( ]", 1' ovrde.d e,r lrrrlcss dlc clonk1xt otherwjSC tecluzfc�,: (a) All rGhcre.rrces in (lic T casc to "Articles,- "Sections.- "subsections, parr r'aphs " <cclallsc " irid other sabdIV rslons are to the dcsigrnatcd f \r (1 lcs, Sections, subsections, paragraphs; clati_ses and other subdivisions of this b,casc. I he t:�rils "herein," 3 02 ::; ; whereof," "Ircreto," "her chy,- and ``hereunder" and other words of similar import refer to this Lease as a whole and not to any particular Amide, Section or other subdivision. (b) 1111e terms defined herein include the plural as well as the singular. (c) All the accounting terms not otherwise defined herein have the meaning assigned to them in accordance with generally accepted accounting principles as in effect from time to time. (d) The term "money" or "moneys" includes any cash, check, deposit, investment security or other form in which any of the foregoing are held hereunder. 99 CC � e "request request order," 66 demand 9 "application," "appointment,,, noticc," "statemcnt," "certificate," "consent' or similar action hereunder by the City or the Company shall be in writing and signed on behalf of the City by the City Manager for the City or such other person as the City Manager may designate in writing as provided herein or on behalf of the Company by the Chief Financial officer of the Company. (f) In the computation of a period of time from a specified date to a later specified date, the word "from" means "ftom and including" and each of the words 46to" and "until" means "to but excluding." (g) Al l section titles herein are for convenience of reference only and not for the purpose of interpreting the provisions of this Mase. (h) The Facilities and the Ground shall be collcctiv ely rc ferrcd to herein as the "property�� ARTICLE 11 REPRESENTATIONS Section 1.1. Repicsenta- ons and (Covenants b the City. the City hereby represents and covenants that, subject to the provisions of its City Charter: (a) Ile 01 is a home rule city and an Mcla.hon1a inunucipal corporation, duly or,t a.nired and existing under the 1 �' Consiu'r,rrtion and la���s of the Marc of Mcl�dsorna. RO The t ity is drily uruduarrcd and crilpowe'red by the C "ous ihitioii of diic Sate Of Mlahoma,, and the My t saner oFthu COY of Owasso, to enter hip) tb tiara actions contemplated by the, 1_( me and to carry out its obliga'lion s hereunder- and (c) Nonc of Ole execkon and dchvcry of lhjs Lease, the consummation o1 ticc transactions contcrliplaWd h(Avhy, or [he fulfillment ofor e(Nopliance v,rth We ienns and conditions of this Le lso nr ri-crially conflicts with or wH1 result in a vnatchal breach of the tennis, conditions or provisions or any restriction or any agreement or instrument to which the City is now a party or by v.vl-uch it is bound., or constitutes a default under any orthc foregoing,. ?029t;; (d) The City has good and clear tittle to the Ground, free and clear of all liens and encumbrances, to enable the Company to acquire, construct and install the Facilities on the Ground and to enable the City to lease to the Company the Ground as provided in this Lease. (e) This Lease has been duly authorized and delivered by the City and constitutes the legal valid and binding obligation of the City, enforceable against the City in accordance with its terms. (0 To the knowledge of the City, no person holding office of the City, either by election or appointincnt, has any interest, either directly or indirectly, in any contract being entered into or with respect to any work to be carried out in connection with the Lease and upon which said officer may be called upon to act or vote. (g) With respect to the Ground, the City is in full compliance with all applicable environmental laws, rules, requirements, order, directives, ordinances and regulations of the Un m ited ;Mates of America, the Mate of Oklahoma and the City and any other lawful authority having jurisdiction over or affecting the Ground, and the City is not aware of any potential claim or liability under any such environmental laws, rules, requirements, orders, directives, ordinances and regulations or of any events, conditions, circumstances, activities_, practices, actions or plans which may give rise to any such clairn or liability. Section 2.2 P.eprescntations and Covenants b.y the Company. "['lie C:'ompany hereby represents and covenants that: (a) The Company is a nonpro[it corporation duly incorporated and in ,good standing in the Mate of Olda.horna, is not in violation of any provision of its Articics of Incorporation or its by -aws, has full corporate power to own its properties grid conduct its business, has full legal right, power and authority to enter into this Lease, and to consummate all transactions contenrplatcd hereby and thereby and by proper corporate action has duly authorized the execution_ and delivery ofthis Lease. (b) Neither the execution and delivery by the Company o l the L,casc nor the corrsuramation by the Company of the transactions contemplated hereby or thereby conflicts With, will result in a breach of or detal.iltt under or will result in the imposition of a.nv hen on any Property of the Company lnlrsuarlt to thc; Articles of Incorporation. or by laws of the; Corllpany or this terms, colldltioil � or provls7.oils off)lly statute, order, l.ul rcJ,ldaalclli� �tf�l °c� {'meil'C tC }uipaliocoi- to Which he Cornp lv is ;l party oi- 1_;y c� hich it is bol.lnd. (c) H-us, I -us, hease has bcc n dl.liv uthorrzed eNccii(ed aild del, c lid by rllc pauy and consiri.uit,s a lc <sal, vand and bindnug obli'pallon of idle Conlp ljo i. ilfoic,( able against the C.`oinpairy ]n aWCIOrdallc c 1Vith rt5 (d) d hr_� acilitics consist "lud tvi11 consist or the tacilltic s c c;scrihc irl Exhibit B hereio, arld no ch lllgcs shall be made, in the Facrlrtic ;s except rs pc:rmittcd herein. {37(iZ93;3; A RLEASE rll � �.� i_ E 1111. 11 Section 3.1 Lease of the Ground /Facilities. '['he City hcreby leases to the Company, and the Company hereby leases from the City, the Ground and its portion of the Facilities hereafter to be constructed and owned by the City, for the use by the Company on the terms and conditions set forth in this Lease, including but not limited to the Company's agreement to pay Ground /Facility Rentals to the City in accordance with ,Section 6.1 hereof. Section 3.2 Facilities. (a) The Facilities shall be deemed personal property of the City (subject to the lease in favor of the Company as provided below) and the Company in them respective percentages provided in Section 8.5 below, and shall consist of (1) the Facilities as more fully described in Exhibit B hereto, and (ii) all improvcrncnts and fixtures constructed or installed in or with respect to the Facilities in accordance with the Plans and Specifications. (b) The City and the Company acknowledge that the descriptions M Exhibits A B, and C hereto are approximate and that, following cornplction of a formal survey an exact description for such Facilities and the Ground upon which they are to be located shall be provided and approved by both the City and the Company, as evid.cnccd by initials thereon, and thereafter substituted as revised Exhibits without the requirement of a formal ,iineridment to this -case. I'licl- rafter, the }exhibits hereto shall be revised from tiirrc to tirrlc to reflect additions to, deletions from and changes to the Facilities and the Ground upon which they are to be located made in accordance with- this Lcasc. Section 3.3 Short Form Leasc. On or before the date that Company commences construction of the lnlprovcments, the parties will execute and record in the office of the County Clerk, Tulsa. County, Oklahoma, a short form of this Lcase, or a rricinorandura of this Lcase in form reasonably acceptable to the Cornpa:ny. Upon completion of tfic cornstrLiction of the hrn prove mcrlts are issuance of a certificate o occr.il }dory, the parties will f,irtllcr cxcc r c and record an amc,nd.mcnt to this Lc a c <..1 well as the Short t'orm t,case ol- iricrilor'lud.uni of,k"ase which s1_lcci firs the allocation of' ow nershn) in the 1 acihtic.s, as 1)rov.dcd ril ` cction 8 .) l ";clolv'. In ,10 event shall t1�1� i_,eiisC' be f ;i „OrC(t;Cl Ji "l 1'ts entirety. C'orripan \' shell r)�.iv ilic' ()S( M'rccoidlil <. t1;(' i'd)or i`ol[n U ase. Section 3A 1-3aseball l =Meld. Tile partics acl<rlo \V It d� c illal ific, is i,Lirrciltly ilr dle process Ol Co11s1:rLtCllll'; Ct;i'tain bascball fields in Olt also and Up011 completion o such constrLictiori, tile, f'ity shall cc l operating that certain baseball field and relating irnl_}rovcmcnts upon the real property described orl- Exhibit "C" attached hereto and made a part hcrcof (thc "Baseball Field ") tivhich is located northeast of and adjacent to the Ground. Promptly alter ilic completion of such construction of tale baseball fields, the City Auld (hc Coiiipany shall make, execute and amend this l case (and any short form of this Lease) to include the Baseball Field as part and pal-CO] oflhc Ground, and sub - Wt. to the terms of this Lease except the Company shall be under no obligation to pay any additional rent. Further, the parties acknotvledgc and agree that for no additional rental or othe r payments, during the construction of the Facilities, the Company shall be entitled to use that certain south baseball field, as described on Exhibit " -Q" attached hereto, for parking purposes. ARTICLE ITT LEASE TERM Section 4.1 Term of the Lease. This Lease shall commence on the date set forth on the first page hereof and shall continue until the earliest of. (a) June g; 2054; (b) at the City's option, upon the occurrence of an event of default under Section 11.1 hereof that is not waived in accordance with Section 11.4 hereof; (c) at the Company's option, but only as to all of the Property, at any tiMc. Section 4.2 tntcntioiially Plank: Section 4.3 Surrender o f Possessiozi. [�,To notice to quit possession at the tcrin hiation — - — of the Lease shall be necessary, and the Company covenants peaceably to suiiC°nder possession of the Ground upon the i.crmination of this Lease, provided, however, that the C;oiupariy shall have the right to rcni_ove any and all property aril ljacili.ties of the Company in accordance with Sections 8.5 and 8.6 herein. Section 4.4 Reversion, lipoi� termination of this Lease, the Company's - rights with respect to the Ground shall terminate, and the Ground and any Facilities owned by the Company but which are not reinovcd by it in accordance w }th Section 8.6 her(:, n- shall become iiiiprovcd real property owned M whole and eri't rely by the City. - JeC [iC>i1 L..`> 1`,y1d (;; [x(. C)1 l_erniuiagoii, At the tcrililnation of r l:hls l._easc p tirstiEillt tC; S((;t -011 4,1 het" ii_1., and 1'011owIi1' full i7a.vinent of all arnotints payatflc hcrcur) der In iccordi i(, with tl"ie prop lsloil of this I t pisc-, the par tics, hereto shall (let' a1iV d0('lliiieilts an(l f d(c .SLOH actions is may tie rCqucstcd to elfeetll %I {' the ( InCG }latiOLi %inCi c\ I'dclice tile t;C;lilunallOJl (1( I,li's lease. ` ectiotl 4.6 Effect of Holdim" Gvcr. ;3)o(ild the C'oMi>a iy hold ovci the ti;,e Oi c >c — - cotriirnic;; to occupy the GrOUlld Or any par! itl reof aftei the lerrniclatioii o "tlii S Lease, sucli holding over shall be deemed merely a tenancy front month to month upon a Monthly rental iii an amount equal to one, - twelfth of the pnoi years Ciioiiiid-Facility Rentals (as defined in ; >c ctiori 6.2 herein) paid by the Company. _37029313 1 Section 4.7 First Right of Refusal. (a) In the event the Company wishes to sell or otherwise transfer the Facilities to any third party (other than to an affiliate of the Company that expressly agrees to be bound by and subject to this Lease), the Company shall give to the City prompt written notice of its intent to sell or otherwise transfer the Facilities. Thereafter, the City may, but need not, notice the Company in writing, within forty -live (45) days of the Company's notice to the City, of the City's intent to purchase the Facilities for the Facilities' then appraised fair market value, less S 1,500,000.00. In the event the City gi ves such notice, the City shall thereafter purchase all, but not less than all, of the Facilities from the Company, within ninety (90) days of the City's notice. In the event the parties cannot agree upon the fair market value within thirty (30) days following the City's notice, the City shall appoint one commercial real estate broker duly licensed in the State of Oklahoma with at least fifteen (15) years experience in commercial real estate (the `Real Estate Broker") and the Company shall appoint one Real Estate Broker and the two Real Estate Broker's shall appoint a third Real Estate Broker, and each of the three Real Estate Brokers shall determine the fair market value of the Facilities (and deliver to the City and the Company a written report explaining the process and assumptions used to determine Fair Market Value), and the "Fair Market Value" shall be the average of such findings. Each party shall be responsible for the cost of its respective Real Estate Broker, and the cost of the third Real Estate Broker shall be evenly divided between the City and the Company. If the then appraised fair market value of the Facilities at the time of the Company's notice to the City of its intent to sell or otherwise transfer the Facilities is less that St.500,000.00, then in the event the City notices the Cot1-1pany of its I ntent to exercise its right of first refusal contained in this Section 4.7 the purchase price for the Facilities shall be equal to the thcu appraised fair rnarket value of the Facilities less an amount equal to the then appraised fair nlarlcet value of the Facilities multiplied by a. fraction, the numerator of which is '(:he then appra -ised fair markci value of the Facilities and the det)- onlinaior ofwhiclris $1,500,000.00. (b) in [lie event the City wishes to sell or other-wise transfcr its portion of the Facilities and the Ground to any third party, the City shall give to the Company prompt written notice of its intent to sell or othenvi sc transfer the Facilities and Ground. Thereafter, the Company may, but need not, notice the City in writing, within forty -five (45) days of dZC City's noia -cc to the Company, of t:hc Cotr_ipany's intent to purchase the Facilities and Ground for the price of %1,500,000,00, 1,500;000.00, ire the c,v e:nt the Company such notieC the Con -ipa.ny shall Hicrc ,.after purchase all, bLat rio% ICS ; than x111, o(Cthc I ac.,ilit us and Ground from the 04y, �vitllirr finery (90) days of the C'or } ar y , 1106ce. Loring the terra of this Lease, at riot 6-tu ..steal I tfie ('11 V sell or, orhezwaisc trap o(c,i.. itS porto3) oril) F icditics or the Grouric1, separaue from» the oji-Icy. A�UClICF_,1K V Q � , � >T ,u,, _ C � c1 t °=� AND 11., � - Ii Pli t I N G OF' THE 1 +ACH i� FIEi +; S Section 5.1 A�rcc ,.tncut to Acquire, Coustnic[ and Install t.lre Facilities: Flans acrd Specifications. (a) The Company agrees that it will construct and install the Facilities substantially in accordance with the flans and Specifications and the provisions set forth in Lxhiblt_D hereto which have been previonsly approved by the City. The Company shall submit two (2) complete copies of the Plans and Specifications to the City Manager (the M!Ianagcr -) prior to the commenceinent of construction of tilt Facilities. The Plans and Specifications may be revised at any time prior to the completion date for the Facilities provided that (1) the revisions are approved by the Manager, wllich shall not be unreasonably withheld, delayed or conditioned and (ii) the Exhibits hereto are revised to reflect additions to, deletions from and changes in the Facilities. (b) The Plans and Specifications shall be prepared by a Iicensed architect with experience in the design of recreational facilities. After final written approval by the Manager, the Manager shall return to the Company one (1) approved copy of the Plans and ,Specifications for the Company's records and shall retain one (1) approved copy as an official record 'thereof In the event of disapproval by the Manager of any portion of any plans or specifications, the Company shall promptly submit necessary modifications and revisions thereof for approval by the Manager. The Manager agrees to act within ten (10) days of receipt of such Plans and Specifications and upon requests for approval of changes or alternations in said Plans or Specifications. If the Manager fails to act within said ten (10) days, approval shall be deemed to have been granted. No substantial changes or alterations shall be made in. said Plans or Specifications after initial approval by the Manager without the prior written approval of the Manager, which approval shall not be Unreasonably withheld or delayed. "file Company shall include in all contracts and agrecinents provisions acceptable to the City governing the construction of the improvements on the Ground, Such provisions are set forth in Exhibit E hereto. The City, through the i`Vlanager., shall retain at all times the right to strop construction, order the contractor offof the construction site, or to take such other actions on behalf of the CI[v as d ee pled. reasonably necessaryy to ensure the safety of \vorke;rs or equipment. (c) All design or construction contracts for the Facilities shall be awarded by the Company and certain portions of the work may be awarded to the Company's own personnel. Where the work is to be done by (.'ompany personnel, the Company may charge for materials and direct labor, plus a reasonable perccn age for overhead. (d) The (:ity shall contribute the ai11OLIT)t of %1,500,000.00 to the costs of the COn�lt- MAIOi "i Of file a.c,ihtics f:lild `C)e;(;1[IC'. %lily the a.c 111islt -ion and pavTncrlt Of Cei "I.ali1 n1atF;rl(11S aild the (_ fly rep esent:s and vvai -r arils to the Company that ,;Iich lulld.,s are 2avai [able 6 1- suc.%1 "1 purpose and the use d7crcof by the ;" tv is provided ill ih' is L: a.sC has 1)c;en duly audloi "ize<i and approved, Ill connection yvittl flic Ioi °(,','()li)< , Not 'lflista.l(iiig <lil)itlli.l1g lief "f Jn t0 t.h(; C`OI "ltl it v. �� „ the City shall purchase acquire Gild pay ICI I- those (, I lain C atC (OrICS Of inatcrials as dcscribc'tl r }Ti t I ,hibit '��" attac,hed hereto (tile, "1 a ldins_ IV1atclials "). Rc,),rdless ofthe entire constrllc :tiol7 COST for the Facilities, IJlCtllCtln ?, costs I I idly of rnaterl�ds pillclla,`sed, unless othen"71sc c1Li 'eC( upon between the pal tics, the (i;it) s c onli- ibution need lloi exceed total pa }'1nc nC of > 1;` 00,000.00. 7 =he City shall pulcllasc ail of such Budding Materials directly rom such vendors and suppliers as are nititnally approved and agreed upon by the City and the Company. 11c costs of Building Materials so purchased by the City shall be paid by or on behalf o(thc, City (through Tulsa County 20�'� Funds) and not by Comp - -ny. "bile City shall pay for of cause to be paid for by Tulsa. County 2025 Funds ou its bchalf the Building Materials ordered by the City and such payment shall be made directly to the vendors and suppliers of such Buildin Mi atcrials. Payinent shall be made for such Buildcnc. Materials that are properly delivered to and accepted by the City. Such payment shall be made within thirty (30) days of the date the City is invoiced for the Building Materials. If and in the event the City's direct Building Material purchases do not equal $1,500,000.00, then, in such event, the City, upon written request therefor from the Company, shall pay over unto Company such remaining amounts in direct proportion that such remaining funds bears to the percentage of completion of the construction. Upon completion of the Facilities and subject to Section 3.1 hereof, the City shall own an undivided percentage interest in the Facilities determined by dividing 51,500,000.00 by the total dollar cost of the Facilities is provided in 8.5 hereof. (e) Nothing contained in this Section 5.1 shall relieve the Company from leaking the payments required to be made pursuant to Article VI hereof. Section 5.2 Completion of Facilities. The Company shall pursue the planning and construction of the Facilities to completion promptly with diligence. The Company shall use its best efforts to cause the completion date to occur on or before _ 2005. The Company, with the approval of an engineer or architect (who may be an employee of the Company) familiar with the Facilities, shall certify to the City that to the best of the Company's knowledge based upon the representation of contractors, subcontractors, architects, engineers, vendors or other consultants and, except for any amounts estimated by the Company to be necessary for payment of any costs of construction not then due and payable, the Facilities have been completed in substantial couforrinty with the Plans and Specifications as approved by the City. Provided however, that the delivery of any such certificate by the Company shall not, and such certificate shall state that it does not, prejudice any rights against third parties which exist at the date of such certificate or which may subseCluently come into being. For purposes of this Lease, the Complet:ion bate shall- be such date that the Company and the City, by and through its City Council, accepts the ha.cilities. the Company shall provide the City with one (1) completed set of as- built drawings iil the form of an A-u- tOCADD file (Release 12), and one (1) completed set Of as -built drawings in nlylar reproducibles. The Company agrees that, upon the request of the City, the Company will inspect the Facilities and the real property provided by the City jointly with the City to verify the as -built drawings. Section 5.3 Peirorrnauc c and tea anent Bonds. Prior to the con2m_encemr nt of any Construction hereunder, the Company or its cout:ractor shell furnish to thc; Cit e, a.1-1d wi- trout e xpensc: to tllc City, performance; arid p lynicrlt bonds m a forin approved by the City Attorney, n1lrningr the City as bciiefir lary., is st,lcd by a sur(AY licensed to transact business in [lie State of 01 {lallOma and sahsfactoi "y to tile City, m`i:li thle ( Ot 1paily contractor or contractors as pCillcipals, in a. sure not less than [he an]ouilt. hid t)y the slit uss_fLtl col tractor(s) (or the cout['lct or contracts for the construction of thc; Facilitir,s as approt,c,d by illc City herein. Said bonds sh dl a:'tiUl "E; prompt and salt i- actor`y' coiripli:;liOl1 Oftl "it Sy01'l< to pc'rforrneCl in aC,c0rdalleG with tl ?e construction contract and shall guar-itii c the prompt payllcnt to all persons supplying labor, niaterials, provisions, supplies, and equipment used directly or indirectly by said contractor, subcontrac- tor(s), and suppliers in the prosecution of the work provided for said construction contract and shall protect the City From <my liability-, losses; or damages arising; the.rch-orn. I he: 13-1021) ": ,.. ; 8 Company specifically reserves the right to contest any and all claims for payment which may be submitted or otherwise set forth under this Section 5.3, The form of the bond shall be as shown on Exhibit F of this Lease. Section 5.4 Maintenance Bond, The Company shall cause each contractor and , at the Company's discretion, any subcontractor, that is responsible for the construction of any portion of the Facilities to bond Or otherwise guarantee all work performed by it against defective '`workmanship and materials for a period of one year after the Completion Date, provided that such one year period shall not begin with respect to any item that is not completed on the Completion Date until such item is completed. Section 5.5 Builder's Risk Complcted Value Insurance. The Company shall procure and maintain, at its own cost and expense, or require its general contractor to obtain, until the later of the Completion Date or the date all insurance required pursuant to article IX of this Lease is procured, all risk of loss builder's risk completed value insurance upon such property. This insurance shall insure and protect from all insurable risks of physical loss or damage to the project materials (including but not Limited to the Building Materials purchased by the City) oi- equipment, including labor expended, in warehouses or storage area, during the installation or erection, and after the work is completed until heal acceptance of the entire work by the City and the Company regardless of any acceptance or use of portions of the work prior to corri_p let] on of the contract.. Contractors and subcontractors will be covered, excluding their own machinery, tools and equipment. The deductible under the Builder's Rusk i.nsuranec shall be sustained and borne by the contractor. ,Section 5.6 General Public Liability artd Property l)amagInsuranec. The Company shall require that each. contractor or subcontractor procure and maintain standard form comprehensive general public liability and property damage insurance, at the contractor's or subcontractor's own cost and expense, dur-1n11 the duration ofthe contractor's or subcontractor's cor>tz =ac'r, with the Company, in the amount of at least 10v000 000.00. Burch policies shall. include the City as an additional insured and shall include a provision prohibiting cancellation, teri- nIrration or alteration without thirty -- (30) day's prior written notice to the City arid the Company. A certificate of insurance evidencing such insurance shall be provided to the Company and the City with respect to each contractor or subcontractor. Such insurance shall provide protecfiorr foal all claims for bodily ltjtirr} , including death, property damage and cont:racfival liability. ,cctlori `). % Wo_rkcrs' Con-)perl`iatlol) Lis raIlc_e fhb; Conlpllny shall regli re tl�_a1 each coritra.ctor or subcoritracto (hat Is responsible R)r con; Section 5,8 Title to the Facilities. (a) The City and the Coinpany hereby jointly own all of its right, title and interest in the Facilities and all work completed or in progress. Tile percentage ownership ofthc Facilities of each party shall be determined by adding the total cost of construction of the Facilities and then dividing the amount by the respective party's total payments of those total costs by the total costs so determined. Except as provided in Section 3.4 above, the City and the Company shall not be required to take any fuhther action to evidence or confirm such title. The Company will be liable it all such tinges for all risk, loss and damages with respect to the Property. (b) Title to any subsequent improvement to the Facilities, unless such are accomplished and /or paid for by the City, wi11 be retained by the Company as the same are erected, installed and /or put in place and any subsequent improvements shall be subject to the teen of this Lease. (c) The City and the Company each agree to do all acts and execute and deliver all documents necessary to confirm title 1:o the Facilities in the City and the Company. Section 5.9 Use of the Facilities, The Company shall have the sole management, occupancy and control of the Property. Section 5.10 Notices and Pernruts- Legal Conformance. (a.) 'rtie Company sha11 give or cause to be given all notices and comply or cause corriphance with all laws, ordinarnces, n ut7icipal rules and regulations and requirements of' public authorities applying to or affecting the conduct of the work on the construction of the Facilities. All permits, approval and he ensc s necessary for (he prosecution of the wod( shall be procured by the Company. (b) All of the Facilities and all alterations and additions thereto shall in all respects be constructed in accordance N itli the ordir)ances and any applicable building code and any other applicable rules, laws or regulations. c) [be C uy covcna_M. and ag ccs, Ill a thr applicable zo ' ig ordinance witli respc_ct to Inc 11,31-oul0 pc rnlits ific construc taorr, of, r<,tiou and u,e of du I�aCilitie l, f, v [h(,, 'Cot rpany� cc;tion J.1 1 No Warranty o_( ondi( orr or S Tff _lritaNli(,v ley the C ity. F. COi��(F�.� N;' - - �1 1 "C'11 K ",A , X ACKNOW1,fDGl_; 3 VI 1 T] t1 CITY NCB \,VA RA'\JTY, EXPRE' S Op B4111I,fED, If,4CLUD1NG Vv7A_R)R, \, 171 FS OF IIABI1Af- LI"1 y', UI1A BU-1 f AND F 1 Nt. FOR A PAR` ICULA1\1 U`' >1_ ,\`y 10 TL1E GROUND OR f'ACILI 11ES O[:_ THEIR CONDITION OR IHAT THEY \,VfLt, BI SU`JTABLE I'OR THE CONIPA Y"S PURPCSF,i OR NFI DS. Section 5.12 Subsequent Improvements. After the Company's occupancy of the Property, the Conspany shall be responsible for the foil cost of any alterations and improvements. The Company shall be responsible for obtaining permi is and inspections, if necessary, from other agencies of the City, Tulsa County, or other government entities with jurisdiction over the Property, In the event the Facilities require expansion, the Company shall have the right to expand such Facilities in accordance with the terms hereof and such expansion shall be deemed part of the Facilities and shall be subject to the terms and conditions thereof. Any such expansion by the Company shall be owned by the Company and shall inorcase the Company's percentage of ownership of the entire Facilities. Such percentage of ownership shall be determined by adding the total cost of construction of the Facilities, including costs of construction of the subsequent improvements, and then dividing the amount of the Company's total payments of those total costs by those total costs so determined. ARTICLE V1 PAYMENTS UNDER THIS LEASE Section 6.1 Ground /Facility Rentals. The Company agrees to pay Ground /Facility Rentals to the City on the occupancy date of the Facilities and thereafter on the first day of each succeeding year, in advance, during the term of this Lease, in an amount equal to $1.00 per month. Section 6.2 Payments Under Lease in Addition to Payments For Operat' g Pro erty. Al expenses incurred by the Compazly n] connection with its operation and use of the Property shall be paid by the Company directly without reduction of arty other amounts payable by the Company under this Lease and ,vithotit right or reimbrnrsenient:. �Iotlung contained in this Articie VI shall be constrLied to release the City from. the per(ornl_ance of any of the agreements on its par( he: eilh contained; and in the event the City shall fail to perform any such agreement on its part, the Company may institute such action against the City as the Company may deem necessary to compel performance, The Company may at its own cost and expense and in its own name prosecute or defend any action or procceding or take any other action involving third persons which (lhc Company decors reasonably necessary in order to Se CUR, or protect its rights hereunder, and in such event the City hereby agrees to cooperate fully �vitlh the Company and to take all action necessary to cffect the substitution of the Company for the City in any such action or proceeding " the Connpmmy shall so regncst; provided that the City shall not be r{ clui.red to take any act which, 11-1 the opinion ofth_e i 'ity Attorney, would be t,rc(ncl<<: a1 to the 1 (1t:s o� interests of thy.- ( "Hy In ceonticctio i ,, Ttl > ,cl acttolh of prop c,cclzi) i> or Lh� lac,, gii it rlse dicircto, S c'cttori /. t 1'inanc'a_l gta(erncnfS_OI Onh J3ny, l he r,;;7 "il_l ")any a<grc to fu.i`iI I to the "A y -r astirer copies, wit in 150 clays of the end of dic Company's fiscal year, an audited statement of consolidated financial position and rccsiilts of operations, with respect to operations of the Company as a whole. 0?93. I 1 Section 7.2 Company to Maintain _ its Corporate° Existence, C_onditiouss Under Which EXc -Cptions Permitted. The Company agrees that during the tern -1 of this Lease it will maintain in Good standing its corporate existence, will remain duly qualified to do business in the Mate of Oklahoma, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation provided, however, that the Company may, without violating the agreements contained in this Section 7.2, consolidate with or merge into another corporation either incorporated and existing under the laws of the State of Oklahoma or qualified to do business in the State of Oklahoma as a foreign corporation, or sell or otherwise transfer to another such corporation all or substantially all of its assets as an entirety and thereafter dissolve, provided (1) the resulting, surviving or transferee corporation, as the case may be, is not "insolvent" within the meaning of the Oklahoma Uniform Commercial Code, (ii) the City Treasurer is provided with a certificate from the Chief Financial Officer of the resulting, surviving or transferee corporation stating that such corporation has not ceased to pay its debts in the ordinary course of business and can pay its debts as they become due and is not insolvent within the meaning of the federal bankruptcy law, (iii)) the resulting, surviving or transferee corporation irrevocably and unconditionally assumes in writing and agrees to perform by means of an instrument which is delivered to the City Treasurer all of the obligations of the Company herein, and (iv) the City Treasurer and the City Attorney receive an opinion of Counsel, in form and substance satisfactory to the City attorney, to the effect that such consolidation, merger, sale or transfer complies with this Lease, Section 7.3 Indemnification Covenant. The Company will pay, and will protect, indemnify and save; the City and its respective agcrl-ts, officers and employees, harmless from and a,Painst any and all liabilities, losses, damages, costs a.nd expenses (including attorney's fees, alternative dispute resolution expenses and fees and expenses of the Company and the City), causes of a.ctrou, suits, claims, demands a.nd Judgments oL �,vha.tsoever kn2d and nature (including those arising or resulting frorn any rnll.rry to or death of any person or d.arnagc to property) arising out of any of the following except: when caused by the negligence of the willful misconduct or gross negligence ofthe City or its agents, ol`cicers or nrployc:es acting in their oficIal capacity (and not as patrons of the Facilities): 1<acilitics, (a) the; design, construction, irista-Ilation, cquipplug and financing of the (h) the use or occupauc;y by -Ilie Coir).pany of dic Property, C) il"1c Vlolatlorl by Lht:: "oll"r( ")�ir)y o ,.3."ti, fl< "(:.rYIC'111, IePres IICI lorl, vvar[anl.v, c,m cnau[ or c ollditiou of ihr s Lease. (d) (lie. Violatlort fly hu, C'oi?lpaily or arly Wl-icr coin 1{ a,r(,erncra oi" estricfrol -) rclatirw to the Propci "tV or' (e) the Vtola.tlon 6V the C.ollipany o' ,illy Late, ordlil_tl(;t' regLllat?On OI" cour( order affectin<, the Lcascd Property or the ovti7nershlp, occupancy or us(, (hereof. The City shall promptly notify the Coulpany in writing ofally c;lain-r or action brought against the City in respect of which indemnity play° be sought against the Company hereunder, 1 `020) , � ; I2 setting forth the particulars of such claim or action. The City may employ separate Counsel in any such action and participate in the defense therco f, but the Eves and expensc;s of such Counsel shall not be payable by the Company unless such employment has been specifically authorized by the Company. The indemnity provided for in this Section 73 shall be independent of any indemnities to which the City may be entitled under any agreement between the City and the Company. Section 7.4 Q iet Enjoyment. The City covenants that the Company, on performing its covenants and other obligations hereunder, shall have quiet and peaceable possession of the Property until the termination of this Lease. Section 7.5 Assi _)ruucnts and Subleases. Except as otherwise provided in this Section 7.:5 and Section 7.2 hereof, neither the Company nor the City shall assign or otherwise transfer its respective interest in this Lease, in whole or in part, or transfer any interest in or to the Facilities without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Company shall have the right to grant licenses for portions of the .pacilitics to concessionaires of Company's choosing, or to otherwise subcontract operations functions to subcontractors of the Company's choosing. All revenues paid by concessionaires for use of the Facilities shall be paid to and belong to the Company. The Company shall bear sole responsibility for making all payments to subcontractors. Section 7.6 Financinpi and [ . tQa�e of Ground and Facili.tics. The City acknowledges - - -- z_._— L- aiid agrees that as an accommodation to the Company, the City shall join in the execution and deliver to the Company's construction or pernlanen_t lender or financial institution (whether direct loans, bond financing or otherwise) of a real estate mortgage (and all other a.pphcablc documents, as reasonably necessary) thereby submitting and granJlug the clec lntcrest of the City in and to the Grolnnd and the owrjership interest of the City ill and 9:o a pol-tiorl of the Facilities to a first lien, security interest and mortgage as security for the repaylncnt of the construction loari and any permanent financing thereof incurred by the Company for the construction of the Facilities and any renev, /al or refinancing thereof. ARTICLE VIH USE AND -MAINTENANCE ACE O11; FACILITIES ection 17.1 Perinitcecl Usc, TI-ic Company s h'all Have the right: to i.hr. usc, Occl.ipa-Icy a1)C Control . o` Ific Prot)crt.y as a -recreational (aC Ill.ty, . tibject to tilt' tern s Hereof Il lle Coinpan.y;. \1'lill the tpproval Of the, [Vfam ger, MITch approval shall riot be uiireasoriably \,.ilthhcid, `.hall bc; pe niitted to us(- Hic Property for alnv addltlon 11 use v licl] collstj .611cs a propc l ,ccrc;atlonal Purpose and whic;li Is rclatcd to the Operation of [lie (_o)IIp ny's 11011prolit aetry ltics; l ile ColijpariV \,� I11 at all dint dnrlt]s the tcrin fi rcof provide for" a daily IISCI, We `50 Fis to enable noll rucinhe "rs to Ul'1' /,c the recruitionijl arid agt.iatic laclllt)cs, r llcll (.�1111V 115(.r l ;4. Shidl bC' In all ar1101tnt that 15 cornpef live with other A facilities rri flic [ ulsa nnetr( )politan area. Section 8.2 Limitations llpgn Usc and Location, '111c Company s11a11 not conurnt waste ith respect to the Property Arid shall not c,onlmii Or pCI-Init any nuisance from or Upon the Property. Section 8-3 C oii ll_liance with Other Goy eruiricutal Retiulations. "1 he Company shall, at all times, faithfully obey and comply with all existing and future laws, rules and regulations adopted by t` dcral, state, local or other governmental bodies and applicable to or affecting the Company and its operations and the Facilities, provided, however, that the Company may, without being considered to be in breach of this Lease, contest any such laws, rules and regulations so long as such contest is diligently commenced and prosecuted. Section 8A Utilities. The Company understands and agrees that all utility services required by it during the term of this Lease for the Property shall be obtained and secured by the Company at its own expense. Section 8.5 Company roper. The Company may from time to time, in its sole discretion and at its own expense, install machinery, equipment and other personal property on or upon the Ground. All such personal property so installed by the Company shall remain the sole property of the Company in which the City shall have no interest except as otherwise provided herein. Such property may be purchased by the Company on conditional sale, installment purchase or lease sale contract, or subject to vendor's lien or security agreement, as security for the unpaid portion of the purchase price thereof. The Company shall have the right at any time during the term of this Lease, when not in default hereunder, to remove any or all of the property installed by the Company pursuant to this Secti on 8.5, at its own expense, subject to the Colnparly's obligation to repair, at its own expense, all damage if any, resulting from such removal. Section 8.6 Disposition of Company Property at Crid_oi Lease Term. All property and facilities installed by the Company pursuant to Section 8.5 hereof and all trade fixtures and personal property of the Company shall be removed by the Company at its own expense by the expiration or earlier termination of the term ofthis Lease, and the Property shall be surrendered as provided herein, unless the Company shall have notified the City at least 120 days prior to the date of file expiration or earlier termination of the term of this Lease of the C;ornpany's desire not to remove the property and Facilities installed by the Company in or upon the Ground pursuant to Section 8.5 hereof, or any portion thereof, and of its request therefore, which request shall describe such property with reasonable particularity, and unless file City, acting by and through its Manager, shall have notified the Company not less than 60 days in advance of such expiration or earlier tei-rujuation of its vtiilluagli_ess to accept: title to suC.l1 property. The Company shall have a period not exceeding 60 days after ternilnatlou of fhc tcrJn oithls Lcise for the removal o)`. the -property Installed 'bY the Company, pursi_larit to s C'r OO-11 8.f liel.reo(. Mlalntenance and Replac eirt nt. 1 sic cost of t"nai -lltc iaiice, care and and nc.ccs ary rcl :)lacerne;nt of tile, 1aci fit] es slia.lI be ho-fIle by ihc Cojnl)auy The ("oil1paily cove - Plants aild l,)rcC s al its expense, and without cost or cx-p use to flic City, (luring the terin hereof, aftc,r the completion of the Facili'ricso that the. Company shad keep the Facilities neat, clears and in good order and coud.itiou and will make all ucc.ussar;v and appropriate repairs and replacculents thereof, provided that all replacement property shall be in as good operating condition as, and shall have a vah.le and utility at least equal- to, the property replaced. 37029 14 Section 8.8 Ri" ht_to 'nterr h?stject and Make Repairs. The City and its authorized officers, c iriployees, agents, contractors, subcontractors and other representatives shall have the right (at such times as may be reasonable under the circumstances and with reasonable notice to the Company and with as little interruption of the Company's operations as is reasonably practicable) to enter upon the Property for the following purposes: (a) to inspect such premises at reasonable intervals during regular business hours (or at any time in case of emergency) to determine whether the Company has complied and is complying with the terms and conditions of this Lease with respect to such Property; (b) to perform maintenance and make repairs and replacements in any case where the Company is obligated but has failed to do so; aftcr the City has given the Company reasonable written notice so to do, in which event the Company shall reimburse the City for the reasonable cost thereof promptly upon demand; and (c) in the proper exercise of the City's police power; provided, however, that nothing contained in this Section 8.8 shall limit: the power of the City and its authorized officers, employees and agents to enter upon the Property as provided by law in a capacity other than as lessor under this Lease. No such entry by or on behalf of the City upon the Property shall cause or constitute a termination of the [.,case or be dccm.cd to constitute an interference with the possession thereof by the Company. C cctiorh 8.9 Condition of ProPe�_ On the expiration or tcrnhination of this Lease, the Conhpany shall surrender the Facilities (except to the extent of the Company's personal property and trade fixtures and equipiricnt) to the City in good condition; exposure to the elements, casualty acts of God, condcmnation -, and reasonable year and tear excepted. The determination of "good condition" shall take into account the age of tl)c linproverncnts and the components thci-col" at the tinge of` surrender. Under no circumstances shall the Company be required to restore the Irnprovemcnts to their original condition, nor shall the. Company have any obligation t:o leave or put the _Iniprovcnhcrhts in a condition for iintncdiate occupancyby another tenant. Section 8.10 Purchases by C:'on parry. -property, services and materials (except as otherwise provided in this Lease) may be purchased or otherwise obtained by the Company, from any person or corporation ofits choice and no unjust or ianrcasonable discrinhinatory limitations, i s scrictions, charges or couditioris shall be Unposed by the "Jity, dirc,cdy or indirectly, against the 01"lh.pal1v o?° Its ulippl"1Grs for l:be privilct "c of purchasln ?;, ScIfins -:;, L4u111g s or1.n", v ididttawingo l7athdhng, c:;onsurril_n -, Ioe.din-, niiloa.d].rw or deIIVei "Jiff; �iri v personal 4 ")ro1)ertV of d7e �,ot "npciriy, �"7v thy. C:oinf) "i y o ts St plrr,, o for prvilcge ot spoi(ig `li:_ p�rsonl oln ),i tv to, from or oil 11,10 1)'operty .hk"lfll<=L p if f it JiS8 0F AND lIiIIIA 1111_,I t itti;;S } i��?ll :"11'r-'i1fl��lII'��tn'llO TFAC }iIIIA 'rlll� `uGhorl 9.I Propca_tyhlsurance. 1 xccl)t to the extent the Facilities arc irrsuicd during the consfi uction. installatioli. and other acquisition of the Facilities by any Conlr<_lctors pursuant 15 to Article V hercoi; at all times during the terns of this Lease, the Company agrees that, at its owil cost and expense, it shall keep the Facilities, insured against loss or damage (in excess of `10,000.00 in any one occurrence) for the full replacement cost value by fire, lightning, toz71ado, windstorm hail, flood earthquake explosion riot, riot attendi>Zg a strike civil commotion, vandalism and malicious mischief, sprinkler leakage, aircraft, vehicles and smoke, or any other casualty; in amounts not less than 100% of the replacement value of such improvements. Section 9.2 Liability Insurance. At all times during the term of this Lease, the Company is required and agrees, at its own cost and expense, to provide and keep in force for the benefit of the Company and the City, a policy, or policies, of insurance written on a single limit each occurrence basis with limits of not less than Ten Million Dollars ($ 10,000,000) for bodily injury and property da.>n m age arising from any operation of the Company at the Property, including any operation in or related to the Aquatics Portion, and contractual liability coverage. Section 9.3 Workers Compensation Covera�4c. The Company shall maintain in force, during the term of this Lease, Workers Compensation coverage in accordance with the provisions of Oklahoma law. Section 9A Payment of Insurance Proceeds. All insurance policies obtained pursuant to Section 9.1 hereof shall provide for payment of the proceeds to the Company and the City to the extent of thcir insurable interest. Section 9.5 Continued Obligation to Pav Ground/Facility Rcntals, No loss or damage, regardless of whc;thcr it is wholly or partially insured, shall in any way relieve the Company of its obligation to make payments as provided In Article VI hereof. Section 9.6 Limitations as to Policies. The insurance policy, oi- policies, and c.crtific arcs of insurance evldencm -a the existence thereof required by this Article TW shall Insure the Company's agreement to indemnify the City as set forth in the indemnification provisions hereof Thc City shall be named as an additional insured o f said insurance. Each such policy and certificate shall contain_ a special endorsernent stating "'fill's policy will not be -materially changed or altered or canceled without first giving 30 days written notice by certified mad, reti.irri receipt requested, to the City Manager ,City of Owasso, 11 l N. Main St.; Owasso, Old." >c0ion 9,7 I ailuiF of ompanv to Pzovidc tl sl�� once 1 f at any tiilic Lho omp�ll�y shalt fLul or nc h,l-cct to rnsurc the Property, as aforesaid, or to de iv er such policies of c crti ica.tes of Insul 3rice as afore =said, [lie City nl.ay effect sticll In €inrance t7 / C {)ta.liling 1)011('J('S 1 ;;l.1eC1 by cornparucs sat to the City. The a -mount of the premiurxr or prenli -un_rs paid for sl_icls 111-,1_irali c, by flic (aly shill hc; payable by the ompany to the City with the instalhllc;rli of rent: Ificreaflc,e 11cxt dlac udder thc. tcrriis of this Lease. The `' 1v shall riot lr; l trutcd in t.lic proofof, and' da,ma< c which the Cltcy' (i18v c.laJnl 3 ra nd the COillpanV ar'7Sin f; 0111 of or by rc' ison of t-1-ic Con pally s 1 -adUre to provide and lzccp in force insura��cc; �1�7 a- foif:said, to the amount of the insura.rc c p ren-1min or prreniiums not laid or incurred by the Cornp� -lny �lnd �vh ch wor:lld have been payable l.rpon such insurance, but the City shall also he entitle to recover as damages for such breach the 1_umisurcd amount of any loss, damages, cost and e;xpcllses of suit suffered or incurred by reason of damage to, or destruction of, or liability appel-taining to, the facilities occurring during allyperiod whc,ri Company shall have failed or llcglcctcd to provide: insurance as a i,oresaid. Section 9.8 Notilication_ofLoss and Compliarnce with I'ohc ies. The Company shall not violate the terms or prohibitions of any insurance policy herein required to be furnished by the Company, and the Company shall promptly notify the City of any claim or loss under such insurance policies. Section 9.9 Dama „e or Destruction and Restoration. In case of damage or loss of all or any portion o F the Facilities, the Company will give prompt notice thereof to the City; and, except as otherwise hereinafter provided in Section 9. 10, the Company shall promptly commence and complete with clue diligence (subject to delays beyond its control), the restoration of the Facilities or the damaged portion thereof as nearly as reasonably practicable to the value and condition thereof immediately prior to such damage or destruction (with alterations, at the Company's election, pursuant to Section 5.12 hereof) or; with the consent of file City, the replacement of the Facilities, in whole or in part, with other facilities. In the event of such damage or destruction, the Company shall be entitle to use or receive rcirnbursement from the proceeds of all property insurance policy or policies for the Facilities, including the Aquatics Portion, and shall be obligated to provide any additional moneys necessary for such restoration, except as otherwise provided in Section 9.10 hcreof. Section 9.10 Company's Election Not to Rcstore Damagcd Property. In the case of the damage or destruction of all or any part. of the Facilities to such extent that in the reasonable opinion of the Company, the repair or replacement thereof would not be economical, the Company, within 1 -20 days thercaftcr, -lay elect not to restore or replace such part of the Facilities as provided in Section 9,9 hereof Within 180 clays after the Compa iy elects not to restore or replace any part of the Facilities as provided in Section 9,9 and this Section 9.10 hcrc;of, the Company may raze such part of the Facilities at the Coml_)any's expense as nearly as reasorably practicable to the value and condition thereof irnrncdlately prior t:o the cornmcnccnrent of the acquisition and construction of such part of dic facilities. Thereafter this Lease shall expire; with respect to the Ground underneath such razed I acilities. Section 9. I 1 Excess Insurance Proceeds. In the event there rciiiain any insurance proceeds in excess of the cost of the restoration of any part ofthc Facilities pursuant to Section 9.9 hereof, and/or to raze such part of the Facilities and restore the underlying land pr- rrsuant to ,,c,et o- 9.1() lr< rc;of; the Cornpany shall retain ,and be entitled to r etallI ;LIGI) c`c css rn urance proceed;, nlcllldlntr; tit./ arn(li -7nt`, alfrlblltablc to the cti.raticS of ]On, Alt- JI DC li_, F, X q_,ll E -iV S r-'°,N ll) { L `sill i` fl �cctron 10. I I�tonrFn la�rnent o1 fax and 1 e0s- the Unlnp,un races to pay all r -- – _— -- Ia\v[11I 'sC llerat Wxcs, s pcxti,1d rises �lilents, excises 17 CnSe Ic C.S, p rCi -Ct rc e arld ntlhLy Service t',11at ges of Mlaic ,c'r liatnre”. applicable to 1[s Operation at tlic Piop(3r1Y, hf'IOr to file, creation of a Iron oil- the Property as a result of nonpayment, and to take old arld kcx,p current all 11CC,11 CS municipal, state or federal, rc,gtlired for thc conduct of its business at tile Property. Sechorl 10.2 Mcctlaurtc's acid Viaterral ncti's ,Lien s. Sublet to ,` cc(1o1) 10.4 hcreof; the Ipl?ti; 3 17 Company agrees to remove promptly any mechanic's or materlahnall's or ally other Berl to be imposed upon the Property, by reason of any work or labor performed or materials furnished by any mechanic or ruaterialnnan at the request of the Company (other than for work done or materials furnishcd under a contract to which the City is a party) with respect to the Property. Section 10.3 Prompt Patent of Other Obh „ations. The Company agrees to remv oe any lien, mortgage, Judgment or execution to be filed against the Property or any part thereof resulting from an act or omission of the Company which will in any way impair the rights of the City under this Lease. Section 10.4 Right of Contest. The Company shall have the right to contest any such mechanic's, rnaterialman's or any other lien or encumbrance, and the Company shall not, pending the termination of such contest, be obligated to pay, remove, or otherwise discharge such lien or claim, provided, however, that the contest, in the reasonable judgment of the Company, will not affect the possession, use or control of the Property. The Company agrees to indemnify and save harmless the City from any loss as a result of the Company's action as aforesaid. Section 10.5 Non- ayzncut During Contest. If the Company shall In good faith proceed to contest any general tax, special assessment, excise, license fee, permit fee, or other public charge, relating to the Property, or the validity thereof by proper Legal proceedings which shall operate to prevent the collection thereof or to prevent. the appointmcnt of a receiver because of nonpayment of any such taxes, assessments, excises, fees, or other public charges, the Company shall not be required to pay, discharge, or remove any such tax, assessment excise, fee, or other public charge so long as such proceeding is pending and not disposed of; provvided that the nonpayment, in the reasonable judgment of the Company, will not aIT(Ict the possession, use or control of the Property. During the pendency of such proceeding, the City shall not pending the terinlua.tlon of such legal proceedings, pay, rC;move, or discharge such tax, assessment, excJ.se., cc, or other public charge. The Company agrees to zndenlnl fy and sal c harmless the 'City, from and Loss as a result of he Company's action as aforesaid. ARTICLE X1 EVENTS OF DEFAUUr AND RJl ±, MlE;D1 ES ` cctiorr 1 1 .1 Events of i�cfault Defined, The occurrence of ally one or rnor, of the events described r he olovCrnbctan) through (b) of this ectior l [. t shall coast ihzic a ` defa.tllt” for all purposes of this Lease, and each such deiault shall, a (tcr tlrc rvrno of notice;, l a ly, pa age of nill , I_C al1v, of C cC:Llri- nce of all C vel11., l I ally" sl" cci if)d lit the sl_lbsectioll Cif scribing s ich dcf�ll:1 -lt, coilstlai(c an "event vent ofde'latllt ol" all pail °(7osE,s O I,fiIIS [,case: Any rnalcrKit breach by th_e Conlpan of ally 0! il"S reps sC'Iria lolls OF warranuc , zrl ult: rn this l case. all`' fallllre by the Coznl,anv to n1{IISe any paynicrit redtnz°ed lo be made by It heret €Ilcicr or any faihlre by the C'oillpany to ob >crve and perl'orlll qtly of its covc;ntints, conditions or agi-cci icJnis made on ii,' part to be observed or performed hereunder., for- I period of 30 days after writtcn notice specifying such breach, failure to fray or failurc to observe and perform and requesting that it be rc.iucdied, given to the Company by the City, unless (i) the C_`it shall agree in writing to an extension 01 such tune prior to its expiration or (ii) if the breach, failure to pay or failure to observe and perform be such that it can be corrected but cannot be ;c)' <> 18 corrected within the applicable period, corrective action is instituted by the Compah,, �vifbin the applicable period and is being diligently pursued. (b) The dissolution or liquidation of the Company; or the filing by the Company of a voluntary petiti -on m bankruptcy; or the entry of an order for relief under Title I 1 of the United States Code, as the same may from time to time be hereafter amended, against the Company-, or the filing o f a petition or answer proposing the entry of an order for relief against the Company under Title 11 of the United States Code, as the same may from time to time be hereafter amended, or proposing the reorganization, arrangement or debt readjustment of the Company under any present of fixture federal bard] ruptcy act or any similar federal or state law in any court and the failure of said petition or answer to be discharged or denied within 90 days after the filing thereof, or the appointment of a custodian (inclUding without limitation a receiver, trustee or liquidator of the Company) of all or a substantial part of the property of the Company, and the failure o f such a custodian to be discharged within 90 days after such appointment; or the taking by such a custodian of possession of the Company or a substantial part of its property, and the failure of such taking to be discharged within 90 days after such taking; or the Company's consent to or acquiescence in such appointment or taping; or assignment by the Company for the benefit of its creditors; or the entry by the Company into an Agreement of composition with its creditors. The term "dissolution or liquidation of the Company," as used in this subsection, shall not be construed to include the cessation of the corporate existence of the Company resulting from a merger or consolidation o f the Company into or with another corporation or a dissolution or liquidation of the Company Following a transfer of all or substantially all of its assets° under the conditions perinni. :ing such actions contained irn. Section 1.2 hereof'. The f01-egoing provisions of Sectlori l 1.1(a) are subject to the i_ollmving limitations: if by reason of events v ✓holly beyond the Company's control the Company is unable in- whole or in part to carry out its agreemcnts on its part herein contained, other than the obligations oil the, p irt of the Conhpany or to make payments required hereunder, the Company shall not be deemed in default during the continuance of suclh inability. The Company agrees, however, to remedy with all reasonable dispatch the cause or causes preventing the Company from carrying out its agreements; provided that the settlement of strikes, lockouts and other disturbances shall be entirely within the discretion of the Company and the Company shall not be required to mare settlement of stril <cs, lockOUtS and other disturbances by acceding to the dernands of the opposing Party or parties wfic,n such course is in the sole jtidgmcnt of th.e Company utifavorablc to the Company. > - �- S.,c;rron 1 1 .;. tvc h� mF,s on Uc- fault, �ti hencver an} G:,�: exit o� de ', t,ll_lii r ,fei red to in ocetion 1 1.1 hcico -shall have h ppcncd PHIld bC c;ontirrtiin�;, the r ity,. sfi ll 11a) ce the ll�fht, at the Cn s clewon; ahem 01- at any tlnte, ticleafter, to exercise any one or neon, ol'the iollowrng reined l es: (a) I'lle i ltv may terminate this I c asc;, c f feet]vc at such tlnlc as may be spcCrfled bV wrftc'n notice to the C_'onhpany, a1Ul dernarrd (and, Jfsticll d��rnand 1s re"llsed; recover) possession of the ;irocind frorn the Company, In the event oFsnch demand, the City sliall seep an appraisal of the Property (Less arty property or Facilities whiclh the Company intends to remove prn-sn lnt to Section d liereof and about wllic -hi the Company notices the City) from a. qualified <lnd independent third party appraiser and shall pay the Cornpany the percentage 170"9.: , , 19 of the appraised vallre equal to the Coml :) lny's percentage of ownership of tlic Property, as adjusted for improvements to the Property pursuant to Section 5.12, within thirty (30) days after the City's possession of the Property. In addition; the City shall, by notice in writing to the Company upon the occurrence and continuation of an event of default described in subsection (a) or (b) of Section 11.1 hereof, declare all Ground /Facility Rentals payable under this Lease to be due and payable immediately; (b) Without termination of the Lease, the City may reenter and take possession of the Ground or Facilities or any part thereof, without demand or notice, and repossess the same and expel the Company and any party claiming by, under or through the Company, and remove the effects of both using such force for such purposes as may be necessary, without being liable for prosecution on account thereof or being deemed guilty of any manner of trespass, and without prejudice to any remedies for arrears of rent or right to bring any proceeding for breach of covenants or conditions. 11 the event of such reentry and possession, the City shall seek an appraisal of the Property (less any property of Facilities which the Company intends to remove pursuant to Section 8.6 hereof and about which the Company notices the City) from a qualified and independent third party appraiser and shall pay the Company the percentage of the appraised value equal to the Company's percentage of ownership of the Property, as adjusted for improvements to the Property pursuant to Section 5.12, within thirty (30) days after the City's possession of the Property. No such reentry or taking possession of the by the City shall be construed as an election by the City to terminate this Lease unless a written nonce of such intention is given to the Company. No notice from the City hereunder oi- under a forcible entry and detainer statute or similar law shall constitute an election by the City to terminate this Lease unless srr.ch notice specifically so states. The City reserves t11e right, following any reentry or reletting, to exercise its night to terminate this I case by giving the Company such written notice, in which event this 1_,casc will terminate as specified in said notice and (c) Without reentry or possession of the Property; the City may take whatever action at law or in equity may appear necessary or desirable to collect the payments and other an1_ou.nts then due and thereafter to become due hereunder or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Lease. Section I L'3 C omRany Rcmedics. In- the event of any default of this Leasc by the City which shall not: have been cured within sJx:ty (60) days after (lie City shall have received notice of such (ICGUIlt (provided, floivc,vc;r, it such dcfailt cannot be cured vithitl such sixty (60) day: period., then ;nch sixty (60) day period shall be extended _for a ncrtod reasonahki slifiticien't. to allot .,,, the CHY to cure such (let" lh, if � �ithiil sl_IC;h initial sixty (60) day period the Cit`f shall -have cornrnenced to cure Sikh defauli and shall thcrcafrcr c.oni:inl.tc its efforts «ith due diligence), then, at the (_ " 07r)paliy''s option and "vidiont limiting the C oillpan�% lrl the' exercise of aay OthOr rr()ht.„ of remedies whieli the C onip>iii nl_a.y hav at law oe in equity' EIa reason of such d�.ial_tlt, the Company., wIth OI -\�%lthol.lt notice or demand "ivay seep )lonetc ry Clafilaocs oh 1 :)171 -Sllc any other. ciucciy 1 "vaIfable a( Lily or 1i1 cq[iity resulting froni such default by'[li Clty (ii 1C1 'I the �_O1 "I11'arly obtains a final and non- appealable�judgnlcni against the City awarding, the Company monetary, damages and the City fails to pay such judgment in full within ten (10) days after such judgment I s issued, the Company may deduct the amor.Int thereof from the nc'SO accruing installments of rent or any other amount due hereunder. 13 70293, ; 20 ;section 11.4 _Av g ecru rit to Pay Fees and Expcoses to Counsel. In the evcut the either party should default under any or the provisions of this Lease and the other party should employ Counsel or incur other expenses for the collection of the amouuhts due hercurider or the enforcement or perfornharnce or observance of any obligation or agreement herein contained, each party agrees that it will on demand therefore pay to the prevailing party or i f so directed by the prevailing party, to the Counsel for the prevailing party, the reasonable fees of such Counsel and such other expenses so incurred by or on behalf of the prevailing party. Section H.5 No Additional Waiver Implied by One Waiver9 Consents to Waivers. In the event any agreement contained 'In this Lease should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other breach hereunder. No waiver shall be effective unless it is in writing and signed by the party making the waiver. ARTICLE XII MISCELLANEOUS Section 12. t No Personal Liability. No Councilmember, nhanager, officer, employee or other agent of either party shall be personally liable under or in corhlection with this Lease. Section 12.2 Release-of Liability. The City shall not be liable for, and is hereby released from, all liability to the Company, to the Company's insurance carrier, or to anyone claiming under or through the Company for any Loss or damage whatsoever to the Property or c ffects of the Company resulting front the discharge of water or other substances fronh pipes, sprinklers, or conduits, containers or appurtenances thereof or fixtures thereto, or for any clarnage resulting fronh the discharge or failure of electric current, regardless of cause or origin, unless such damage is caused by the sole ncgligcthcc of the City. The provisions of this paragraph shall not be construed as a li iii itatiorl of d1c City's rights under fus Lease, but are additional to the rights and exclusions from Iability provided in this Lease. Ill any event, any City obligation hereunder shall be subject to the linufati -ons and exclusions that typically apply to any liability insurance policy carried by the City, shall be expressly sub Icct to the r_esti�i- coons; provisions and damagc limitations contained in the Oklahoma Governmental Tort Claims Act, Seetiorn 15 t, et seq.,Title 51, Oklahoma Statutes now existing or as such statute may be subsequently amended or any statute superseding the Act. Nothing contained herein shall be construed to constitute a waiver by the City of the protection, dEferlses, acid Immunities, afforded it under Section 151 et seCl., 1.ltle .F) 19 Oklaho121a Siatutes lho \-v <xlsting or as sub sec]1.ienty anlendC;d or cloy statute supersediii`Jg the Act. or any other laud l j) o \'Id111g such- protection, dG',IeliSt' Or li1�nlilltI I`zj01� -I* lJll < In dlis Lease shall be construed of 1.1terpiC.l-cc! to require or provide fol° In(l(',miilflCatton o `t c 07 :npE,1,1y by tic II '' for ajn/ I Ill Llr)' (:o arl,v Persor) or any pl'opci [y daj1i-)a c \ ' }1 Jf ioev,,r ecdoli 1 >.3 I nil t R,111-Ic, s. I'l!is I e',I sc does not, and shall )lot hr dcc il-wd or consir ilc;d to, confer upon or gratlt to any third party or p Irlics (exceptuhg arty successor to the Company or any parties to ".'hoot the C'olh1pa11 :y' Ilia\ st[I)IGt O[ subcontract this I. ease.:. Irl aCC;C)rda11{lr, with Section 7.7 aald Section 7.2 hereof }, any n(ji( to claan) damages or to l_)ring aily suit, action or other proceeding; against either the City of the Company dole to any breach hereof or due to any of the terms, c overlarnts and conditioil s he'reill contained. Section 12.4 No hinitatioll on Previous 1A(-cnlerits. It is expressly understood filat except as provided herein the terms and provisions of this Leasc shall in no way affect or impair the tcrrns, obligations or conflict with other agreement conditions of any existing or prior agreement between the Company and the City. Section 12.5 l3indino Effect. This Lease shall inure to the benefit of and shall be binding upon the City, the Company and their respective successors and assigns. Section 12.6 Exccution_of Counter arts. This Lease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and tlae same instrument. Section 12.2 Amendments, Changes and Modifications. This Lease may be amended in writing al any time upon the mutual agree meet of the City and the Company. Section 12.8 Severability. In the event any provision of this Lease shall be held invalid or unenforceable by any court of competent jurisdiction, such liolding shall not invalidate or render unenforceable any other provision hereof. Section 12.9 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be decmcd given to the parties required hereunder to receive such notice, certificate or coinintinication when mailed lay registered mail, postage prepaid, addressed -i's follows: if to the City: City of Owasso Attu: Rodneyli ),ay, City N /Ianagcr 111 M Main Owasso, OK 74,055 Copy to: Ronald D. Cates, City Attorney 111 N. Main C)�va.sso, OIL 74055 if to the Coj12pany: `(MCA of Grc at.er T'u sa 240.j East SkcIly Drivc, 'l ils"i, C1l {lahoriia I4170 -1020 1, crition: Prc,tdent and CET) Copy to: The City and the Company rnay, lay noticc given hereunder, dcsigrlatc any further or different addresses to which subseqUenf notices, certificates or oiller col_tnnnications shall be !' 029 U 22 sent. Section 12. 10 Flu then_ Assurances. The Company and the City both agree that they shall from time to time, execute and deliver such hlrther instruments and take such further actions as may be reasonably required to carry out the purposes of this Lease. ,Section 12.11 Applicable Law. This [.case shall be governed exclusively by and construed in accordance with the laves oFthe Mate of Oklahoma. Section 12.12 Indevendent Contractor. In the performance of the Company's obligations under this Lease, it I's understood, acknowledged and agreed between the parties that the Company is at all times acting and performing as an Independent Contractor, and the City shall neither have nor exercise any control or direction over the manner and means by which the Company performs the Company's obligations under this Lease, except as otherwise stated within this Lease. The Company understands and agrees that the Connpany and tine Company's employees, agents, servants, or other personnel arc not City employees. The Company shall be solely responsible for payment of salaries, wages, payroll taxes, unemployment benefits or any other form of compensation or benefit to the Company or any of the Company's employees, agents, servants or other personnel perfor inning services or work under this Leasc, whether it be of a direct or indirect nature. Further in that regard, it is expressly understood and agreed that for such purposes neither the Connpany nor the Company's employees, agents, servants or other personnel shall be entitled to any City payroll, insurance, unemployment, worker's conzpcnsat.ion, retiremcnt or any other benefits whatsoever. Section 12.13 Noridiscrin?.inatiori. The Company, as part of the cothsideratiolh hereof and as a covenartt manning with this Leasc, hereby covenants and agrees that: (a) No pFrsoii on the grounds or race, creed, color, national origin, sex, uge, or physical handicap shall be excluded frorn participation in, denied the bcncfits of, or be othenvise siibjected to discrimination in the slac of said facilities. (b) No person on the grounds of race, creed, color, national origin, sex, age, or physical handicap sha11 be excluded from participation in, denied the benefits of or otherwise be subjectcd to discrimination in the coostmetiol_n of any huprovcnnents on, over, or under the Facilities and the furnishing oJ: scl-vices thereon, Hi otUPM-ly agrees s tha( It shall nnsert the pi'ov1 sons of this s lih 'ec itoin inellisl_v(._,., jr, ally lcase or other sl greemei7%bi which Jt grants a right Or [3rI 11 l e 10 ad7_)/ person. film., or corporation to rc�lc.JC.r accol-on-)odatiorss artd /oa ser is cs to the public oil (tic Facilities (d) 111e Colllpa11y s11a11 1Lininsh its accoJilYnodatl0i "IS Gild %O1" `(,r'VJC;('; O[1 ci laa(. e( =Vaal a.Ild not LCltiSlly dJS( 1'1i11I11,00j bills' LU <il� llLF.rg tIl(if'13 and 11 shall Cllai -C. fall reasonable, aid not t.init.lsti i iscUiTnn,1tory price's iC)r each ullit Or service,. l -1c Company 1'nay be all to mare. reasonable and nondiscriminatory discounts, rebates or othcr similar types 01 price redi.ictions. Nonconlplianc v, -it}l tilts Section 11.14(4) shhall constitute a rriat t i ll Breach hereof. In tie event of such nonconnpliancc, the City shall have the right to judicially enforce such provision.. i io2ti;;3 t 23 Section 12. L;ne� blteniionally I:e1t Blank Section 12.15 Partnership or Joint Venturer Disclaimer. It is mutually understood that nothing in this Lease is intended or shall be construed as in any way creating or establishing the relationship of partners or joint venturers between the parties hereto, or as constituting the Company as an agent or representative of the City for any purpose or in any matter whatsoever. Section 12.16 AAp pr'ation of Funds. In accordance with the laws of the State of Oklahoma, performance of the City's Obligations under this Agreement is expressly subject to appropriation of funds by the City Council. Further, in the event that funds are not appropriated in whole or in part suffzcicrnt for perforrnance of the City's obligations under this Agreement, or appropriated funds may not be expended due to constitutional, statutory and charter spending limitations, then the City may terminate this Agreement without compensation to the Company. Section 12.17 Estoppel Certificates. The City and the Company agree that within rifteen (15) days after receipt of a written request from either to the other, the party receiving the request will execute and deliver to the requesting party; or to any prospective purchaser, mortgagee or assignee of the interest of the requesting patty designated by the requesting party, a certificate certifying (a) that this Lease is unm- odified and in full force and effect, or, if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect, (b) the date to which the rent and other charges hereunder are paid in advance, if any (c) that to the certifying party's knowledge, as of the date of the certificate, there are nO uncured defaults hereunder on the part of the requesting party, or specifying such defaults, if any as arc claimed by the certifying party, (d) the them - scheduled expiration. date of the "perm and the numbcr and duration of any unexercised, unexpired options to extend (he Term, and (e) certifying Or aclsnowlcdginr- any other facts or matters reasonably requested by the re;cluestiniI party. 1'urtlrer, the City sha11 a. <. rec; t0 provide 10 any potential nOrtga ec prior written notice of any default hereunder and a110w such mortgagee d)e opportunity to curc sucli default within a reasonable time. The certificate rnav be relied upon by the requesting party or any prospective purchaser, mortgagee or assignee of the requesting party to whom it is d.clivercd. IN WITNESS Wl LR_EOF, the City and the Company have caused this Lease to be executed in their respective corporate names and a.ttcstcd by their dully authorii,cd ol (ic,ers, all as of the date first above wrillc;n. ! t � hA 11. [CfTY S HADI i ol A,tt:est: Sbcrry Rishopv, C f 1ty t lc rk C1 I Y O (s WA S O, OIL LA- U I A 2,1 :9u�an [ iir)baf, Javor app �;c J as toFoil k.: « \ . 16 2J D. Cates, City Attorney YMCA OF GREATER TULSA d ` V \© � !z Z / \z d BJ_-.. >i« line: A! : . [S£& A -- ' , . ..���.�. Tide: Ki« t � ; ; � . % 67^ Q` %«a2£ 25 S I'ATE OF OKLAHOMA ) ss: COUNTY OF TULSA The foregoing instrument. was acknowledged bci-ore nee this ,_�� day of 1. 20041 by Susan Kimball as Mayor of TIIE CITY OF OWASSO, OKL,ALIOMA. WITNESS my hand and official seal. i - Notary Public for the State of Oklahoma _My Corrunission expires: STATE OF OKLAHOMA ) } ss: COUNTY OF TULSA ) The foregoing i3lstri-11-11enl was acknowledgcd before me this clay of - 2004, ley, i'Iti1C:ii- OI C RFATLR. "f "(.JI. SA, au Oltlaloma nonproit corporation. WITNESS my ha-id and official scaJ. f Notary Public for the State of Oklaho /ina [ S ;;: >A :L,] P0 V CGt ) V), 1 Po i (?;chiles: 021) 1, P 20 FIAMBIT G 12 1) '---i Uj VaJLIes 'L Exhib4t G 7D-oiect: Owasso Fam;V YMIC-A ,,"v'0N-T XABLEMATEERIAL - OWASSO Architect: Selser Scha.ef'er,lvcIite,--7� 1350 S. Boulder ontracto,,: jjM Buller COnStTUCILJOII Cc-, Inc. Suite 'Hoo 11337 E. 60th Place Tulsa. O,.< 7 .4',''!a ?'Lisa, OK 74146 Date: 15,12M-I� JpeCBC la,7 ------------------ �S �uc o n t �ra c 7to 7-1 —Su 3 1, 7e —r Hg�na� e-10 rd e rs R�vise aWe� Sire/Building 04 200 U- it MiasonFy - Reinforcing - Mate,'al Steel - A r c 0 T B0' 7 b a d P at' e s - 05120.052'10,05500 "'vl a t e F a 05120,052-10,05500 Steel P2-vv- 05120,05210,05500 Steel_- Joists /Deco - Miate7;a" 07720 Roof Hatcl-, - Ma, ema'l 08110 HoHoLv $90,000.00 $0.00 $90,000.00 Rainbow Concrete --- $5,803.00 $0.00 $5,803.00 Hearon Steel $2,200.00 $0.00 $2,200.00 Ross Fabrication $60,347.00 $0-00 $60,34700 Ross Fabrication 19, C) 7 ro . "DO $0.00 $19,970.00 Ross Fabrication $525.00 $000 $525,00 Murray Womble $7,790.00 $0.00 $7,79000 Builders Supply 15010,15060,15090, 15140, 15 16-0. 15210, 15250,15258.15600. 15517,157711,158131 15820,15840,15860, 15870,15900 $45:488.00 $0.00 $415,488.00 Air Technology Services AIL'Mi`IjM S 0-7-efion". G azed,-j'\!,jminum 080 ... ...... ... teFial $77.100.00 $0.00 $77,000.00 Advantage Glass 087 '1 n; -e Mate HaFdwa� $OM --- — - - - $8,09700 Builders Supply 08800 Gia7ing - ,Viater23� 359,780.00 $0.00 $59,780,00 Advantage Glass Cemr-,-,c Tile, Resilie r At"lleflc - footing, 09310, 09625, 139651, ResiGe'-I': a 09680 Mat - ------- - -------- $55,430.00 $0.00 $55,430.00 Aliens Floor Systems 09642 Athietic "N00d, Flooring - Material � 00 F $38,756 00 $0,00 $38,75600 Tri- State Floors 11017 1 e?, R a -, _ >;.; 0 n s - IV, te F i a!� $7,800.00 $0.00 $7,80000 Builders Supply 10,200 ot'vers - M(aier;-] $0.00 $561.00 Dave Maher & Associates i0350 poles - i ater- -iag 'VI 0 0 $0.00 $698.00 Specialty Sales 10400 S k i - -- -Buell _S698 - - 830�00 $0.00 $4,830.00 Architectural Signs & Graphics 10410 Bull d Boa, 3230.00 $0.00 $230,00 Builders Supply ;re P'Mtectlon Soe, �re 10E20 - .---Extincushes $1, 11 36 0 0 $0.00 $1,136.00 Builders Supply 10800 -,1 oilet Accessories - 'Vla'e'na' $10,973.00 $0.00 $10,973.00 Builders Supply 13122 Meta: Buiidinq - MafcTial $43,373.00 $0.00 $43,373.00 Vanguard Builders ,Metal I But i'd i n q - �7 su, i a �,0i^ - '.,,'vl a a,- i a i $32,907 10 $0.00 $32,907.00 Vanguard Builders 7, M.eta€ 3'j;idmg - 0,ur,.,ed SSR - $21,000.00 $0.00 $21,000.00 Vanguard Builders 0 SvViFnm Jing, Pool - Malenal $261 ,, 00. 00 MOO $261,100.00 Associated Pool Builders 13154 -- -- S`vi,_rni r, 9 Pool fl e - Mater a i $ I 9i 000. 00 $0.00 $19,000,00 Associated Pool Builders 15010,15060,15090, 15140, 15 16-0. 15210, 15250,15258.15600. 15517,157711,158131 15820,15840,15860, 15870,15900 $45:488.00 $0.00 $415,488.00 Air Technology Services Project: Owasso Fam,•, NOa�-TAXABLE MATERIAL - O ASSO Architect: Selser Schaefer Arc: itects `350 S. Sou ce,- Suite 1, 100 Tulsa, OK 74'119 Date: 5!20!05 Contractor: Jim Sutler Construction Co., inc. 11337 60th P !ace TUlsa, OK 74146 Spec 8e-ca9Q ST J, edl ��� i'nyi rid Be .. 37 age �? �e 6 �WIs� §� die i3 coi�traciflrl g7L' T®r i -IVAC - vrilieS /i-ans/Accessones - 'trla` °� "' $25,117.00 $0.00 $25,117.O0 Air Technoloov Services 55'10, '15530 — acr n.l *i ru ouirG Vlatena _ $650 00 $0.00 $650.00 Superior =ire Protection ni iP. su 1PG4ena 905 00 $0.00 $18,905.00 Superior Fire Protection 15010 15060 15090' -- — 9 5100 '15120- 15140, '151,180, 11525)0, -115400, 1 5450 15625 Plumbing - = ixbu,,es - Mater al 63,H - 00 $ 8�. $O.00 $63_885.00 AA Electric &Plumbing _ -- _ ____ — P'u bi 1g_ S o no e Material -- $1,506 00 _____._._ $0.00 $1,500.00 AA Electric & Plumbing 9.. Plu bi u _ o� ;nsuia, ;on - Materia ____ . ...__ . — .___.. __..__. _- $� 566.00 $0.00 $4,546 00 AA Electric &Plumbing _ �.;oQper I;'-1' oe Pool eaters . _- _.- __..._..------------ - -. - -_ 15625 M,atei $10,603.00 50.00 $10,603.00 UNDETERMINED $t 000 000.00 $0,00 $1,000,000.00„ _..,,.... `7 PrgeCl: OVvasso ; =a,i ',I 1(''M C;\. Architect: Sesser Scnaete: P,rchitects 350 S Boulder Suite ii!Sa, 'OK NON-TAXABLE MA T ERIA - VISION 2025 Cont-actor. Jm Butier Construction Co., inc. .1337 E. 6M dace Tulsa, OK r r� v 0M aE c®rSHaCtC? r _.. ._ $291,74100 VG, q and .. Alliance iance Steel, Inc. __.....__.._...._._ ......._.__.._ _ Lisa Stewart - - - 3333 S. Counai Road 405 - 745 -7500 _.. _..._ _. _. Oklahoma City, OK 73179 I 577i ___....._ .. _. _ __...... _._ ........ .__ _ S208 2b5 00 Ai technology Services _. Trane ... _...... _ ..... _.. _.... Jon Wilmore 2201 N. Willow Ave. 913-317 -3152 Broken Arrow; OK 74012 A S - �x,- ADDENDUM NO. I ' .['his is an Addendum to that certain Lease by and between The City of Owasso, Oklahoma (the `City "), and the YMCA of Greater Tulsa, an Oklahoma nonprofit corporation (the "Company''), dated June 15, 2004 ( "Lease "). RECITALS WHEREAS, by General Warranty Deed dated January 13, 1958, which was thereafter filed in the office of the Tulsa County Clerk on February 4, 1958, and recorded in Book 2844 at Page 342, J. Ray Slnith and Ola Smith, husband and wife, conveyed to the City certain real property, which constitutes, in part, the Grounds (as that terns is defined therein) described in the Lease. The above described General Warranty Deed contains the following reversionary right: "That said property hereinabove conveyed to the City of Owasso, Oklahoma, shall be used by the said party grantee as a recreation park for the use and enjoyment of the general public, and that it shall in no way be used for any other purpose by said party grantee, that if at any time this property shall cease to be used for said purposes, then and in that event this property shall revert back to the grantor, their heirs or assigns.-`-, (hereinafter referred to as the "Revers1011 WHEREAS, by General Warranty Decd dated October. 18, 1960, which vvas thereafter filed in the office of the Tulsa County Clerk on December 21, 1960, and recorded in Book 3112 at Page 461, J. Ray Sauth and Ola Sinith, husband and wife, conveyed to the City certain real property, which constitutes, in Dart, the Grounds described in the Lease, The above described General Warna ty Deed contalli s the following restrictive covenant: "This property is to be used by the City of Owasso for a public park_ only, arid cannot be deeded or transferred without an expression by vote of the Citizens of Owasso, Oklahoma. "; (hereinafter referred- to as the C lZes'triction ") WHEREAS, AS., [Ti ordcl, to effect: H -w 1,case anal to lrci'init the C:o?ri-1 -m lv to i:>bu.,un flnm-j(:il-?r_ and to build the t'acitf]6(:; on the rounds, the ``ity has agreed to protect the Cornpany (C'om il,il lo`,.`, that (l 'ay be rcja :" to the R `,1elsioil _and Restriction and to Ifurthet, t:,rninerit doina ll (alt'.ecflinf to fu rtb , en, tire mach -prott .',ilr):(l. A. TfRFEM11,NT NOW, THEREFORE, Rk;EORE, in con ideration of the respective representations and agreements contained in the Lease and herein, the City and the Cornparly hereby agree as follow: o7 -2z -o4 LA. R`� A F,��lAir A inalcrnnj icatk-m and Condemnation Section 1.1 Inderrmification Covenant, The City will pay and will protect, indemnify, and save the Company, its respective agents, officers, employees, successors and assigns, harmless from and against any and all liabilities, losses, damages, costs, and expenses (including attorney's fees, alternative dispute resolution expenses, and fees of the Company), causes of action, suits, claims, demands, and judgments of whatsoever kind and nature arising out of any claims made in connection with or related to the Reversion and Restriction. Section 1.2 Condemnation. The City will commence, within thirty (30) days following the execution of this Addendum, condemnation proceedings respecting the Reversion and Restriction. In the event that the condemnation proceedings are not resolved in favor of the City, then the Company may terminate t_he Lease upon written notice. Dated this ' F J` day of' - - -- 1 -! 4_, f..F 2004. [CITY SEATJ ATTEST: I € Al Nll F t@ 4y ")Y �7_ A 1 <��1�44��, b• Sherry Bishol�.'City Clerk A.GIRt.lb r_)` AS TO r•OR n/If: Ronald O, gates; City Attorney, 0'7 -22 -04 CITY OF OWASSO, OKLAIIONIA "` y:, Susan Kimball, Mayor JR V �. Susan I'laj &, Cl�(? SAFES TAX PROJECTS WATCHDOG COMMITTEE PROGRESS REPORT FY 2006 -2007 CAPITAL IMPROVEMENTS FUND PROJECTS Progress Report #47 Dated 12/31/06 PROJECT Cost Estimate Expended Desiqn Bid Construction Fire Station #2 Remodel 252,000 201,844 Computerization 624,481 X X New Fire Station #3 2,355,450 280,488 1,349,964 1/23/2006 X 86 & Main Intersection ROW 303,625 303,625 N N 86 & Mingo Intersection 750,000 646,635 X 86 Street Widening 3,312,100 3,303,741 N 129 E Ave Widening (Engr only) 360,000 339,498 X N 96 Str Widening (Garnett to Owasso Mkt) 5,400,000 4,927,743 Garnett Widening (86 to 96) 5,400,000 5,601,858 Street Improvement \Repair Project 1,000,000 12,026 X Intersection Engr, Preliminary 100,000 92,998 X N N Silvercreek Drainage 880,000 864,921 Sports Park Expansion 2,500,000 1,875,939 X X X YMCA Pool 1,000,000 1,000,000 Total $ 2.3,613,175 $ 19,451,316 Legend X In Progress Complete -Not Applicable C6mplet1011 COMPLETED PROJECTS Expended Approval Computerization 624,481 1/23/2006 96 & 129 E Ave Intersection 1,747,745 1/23/2006 96 & Hwy 169 Interchange 1,349,964 1/23/2006