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HomeMy WebLinkAbout2014.07.01_OPWA AgendaPUBLIC NOTICE OF THE MEETING OF THE OWASSO PUBLIC WORKS AUTHORITY Regular Meeting July 1, 2014 6:30 pm Council Chambers, Old Central Building 109 N Birch, Owasso, OK 74055 1. Call To Order Chairman Jeri Moberly 2. Roll Call R �i �`F S� 3. Consideration and appropriate action relating to a request for approval of the Consent Agenda. All matters listed under "Consent' are considered by the Trustees to be routine and will be enacted by one motion. Any Trustee may, however, remove an item from the Consent Agenda by request. A motion to adopt the Consent Agenda is non - debatable. A. Approval of minutes of the June 17, 2014 regular meeting B. Approval of claims Documents: 2014.06.17 OPWA IvllNUTES.PDF. OPVJA CLAIMS LIST.PDF 4. Consideration and appropriate action relating to items removed from the Consent Agenda 5. Consideration and appropriate action relating to Resolution No. 2014 -05, a resolution of the Owasso Public Works Authority establishing water rates within and without the corporate limits of the City of Owasso and establishing an effective date Linda Jones Staff recommends approval of Resolution No. 2014 -05. Documents: OPV.,'A WATER RATE RESOLUTION.PDF 6. Consideration and appropriate action relating to an Economic Development Agreement between the City of Owasso, Owasso Public Works Authority, Armstrong 96 & 129 Owasso, LLC, and SFM, LLC for limited purposes set forth in the Agreement and authorization for the execution of said Agreement Sherry Bishop Staff recommends approval of the proposed economic development agreement. Documents: SPROUTS PDF 7. Report from OPWA Manager 8. Report from OPWA Attorney 9. New Business (New Business is any item of business which could not have been forseen at the time of posting of the agenda) 10. Adjournment Notice and agenda filed in the office of the City Clerk and posted at City Hall at 6:00 pm on Friday, June 27�, X20,1144. vv Sherry Bishq , City Clerk OWASSO PUBLIC WORKS AUTHORITY MINUTES OF REGULAR MEETING Tuesday, June 17, 2014 The Owasso Public Works Authority met in regular session on Tuesday, June 17, 2014 in the Council Chambers at Old Central per the Notice of Public Meeting and Agenda filed in the office of the City Clerk and posted on the City Hall bulletin board at 6:00 pm on Friday, June 13, 2014. 1. Call to Order Chairman Jeri Moberly called the meeting to order at 7:25 pm. 2. Roll Call Present Absent Chairman - Jeri Moberly None Vice- Chairman - Lyndeil Dunn Trustee - Doug Bonebrake Trustee - Bill Bush Trustee - Chris Kelley A quorum was declared present. Staff: Authority Manager - Warren Lehr Authority Attorney - Julie Lombardi 3. Consideration and appropriate action relating to a request for approval of the Consent Agenda. All matters listed under "Consent' are considered by the Trustees to be routine and will be enacted by one motion. Any Trustee may, however, remove an item from the Consent Agenda by request. A motion to adopt the Consent Agenda is non - debatable A. Approval of the Minutes of the June 3, 2014 Regular Meeting and Minutes of the June 10, 2014 Joint Regular Meeting B. Approval of Claims C. Acknowledge Receipt of Monthly Budget Status Report Mr. Bonebrake moved, seconded by Mr. Bush to approve the Consent Agenda with claims totaling $315,624.51. Also, included was the payroll report for 5/31/14. YEA: Bonebrake, Bush, Dunn, Kelley, Moberly NAY: None Motion carried: 5 -0 4. Consideration and appropriate action relating to items removed from the Consent Agenda No action required Owasso Public Works Authority June 17, 2014 Page 2 5. Consideration and appropriate action approving Resolution No. 2014 -04 adopting the FY 2014 -2015 budget for the OPWA Linda Jones presented the item recommending approval of Resolution No. 2014 -04 adopting the FY 2014 -2015 annual operating budget. After discussion, Mr. Bonebrake moved, seconded by Dr. Kelley to approve Resolution No. 2014 -04, as recommended. YEA: Bonebrake, Bush, Dunn, Kelley, Moberly NAY: None Motion carried: 5 -0 6. Report from OPWA Manager No report 7. Report from OPWA Attorney No report 8. New Business None 9. Adjournment Mr. Dunn moved, seconded by Mr. Bush to adjourn the meeting. YEA: Bonebrake, Bush, Dunn, Kelley, Moberly NAY: None Motion carried 5 -0 and the meeting adjourned at 7:28 pm. Jeri Moberly, Chairman Lisa Wilson, Minute Clerk Claims List 7/1/2014 Budget Unit Title Vendor Name Payable Description Payment Amount OPWA JAMERICAN MUNICIPAL SERVICES CORP. 1COLLECTION SERVICES 1 48.61 TOTAL OPWA 48.61 OPWA ADMINISTRATION AT &T LONG DISTANCE LONG DISTANCE PHONE BILL 105-3 AEP /PSO ELECTRIC USE 917.92 UNIFIRST HOLDINGS LP UNIFORM RENTAL 42.16 STANDLEY SYSTEMS, LLC COPIER MAINTENANCE AGREEM 180.28 ANCHOR STONE COMPANY CRUSHER RUN STONE 63.70 UNITED STATES CELLULAR CORPORATION CELL PHONE BILL 70.14 JPMORGAN CHASE BANK DEQ- LICENSE RENEWAL FEES 92.00 JPMORGAN CHASE BANK LOCKE -PARTS 18.91 UNIFIRST HOLDINGS LP UNIFORM RENTAL 44.16 JPMORGAN CHASE BANK TARGET - STORAGE TUBS 79.96 JPMORGAN CHASE BANK OFFICE DEPOT - SUPPLIES 32.01 JPMORGAN CHASE BANK LOWES -DOOR KNOB 36.97 JPMORGAN CHASE BANK FRED PRYOR- TRAINING 79.00 JPMORGAN CHASE BANK LOWES -WIRE 76.20 JPMORGAN CHASE BANK MAXWELL -SLAB MATERIAL 635.11 TOTAL OPWAADMINISTRATION 2,473.55 UTILITY BILLING TRACY HARLIN METER READER 329.85 JPMORGAN CHASE BANK HD SUPPLY -MAI NT AGREEMENT 480.00 TRACY HARLIN METER READER 215.55 TYRONE EUGENE DINKINS METER READER 229.95 TODD C. KIMBALL METER READER 684.75 TECHNICAL PROGRAMMING SERVICES INC BILLING SERVICES 1,637.98 TOTAL UTILITY BILLING 3,578.08 WATER JPMORGAN CHASE BANK DEQ- LICENSE RENEWAL FEES 92.00 AEPIPSO ELECTRIC USE 612.69 TWIN CITIES READY MIX, INC CONCRETE 136.50 APAC-OKLAHOMA, INC. ASPHALT 206.88 JPMORGAN CHASE BANK HD SUPPLY -PARTS 274.38 USA MOBILITY WIRELESS, INC PAGER USE 89.20 JPMORGAN CHASE BANK INTERSTATE - BATTERY 15.60 JPMORGAN CHASE BANK HD SUPPLY-RESETTERS 1,645.82 JPMORGAN CHASE BANK HD SUPPLY -METER CANS 178.00 JPMORGAN CHASE BANK HD SUPPLY -FIRE HYDRANT 1,575.90 JPMORGAN CHASE BANK HD SUPPLY -METER CANS 1,424.00 JPMORGAN CHASE BANK GREENHILL -ROCK 275.76 JPMORGAN CHASE BANK ACCURATE- TESTING 1,480.00 JPMORGAN CHASE BANK BROWN FARMS -SOD 80.00 JPMORGAN CHASE BANK INTERSTATE - BATTERY 9.99 Page 1 Claims List 7/1/2014 Budget Unit Title Vendor Name Payable Description PaymentAmount WATER... JPMORGAN CHASE BANK TRANSCO -PPE 40.82 UNIFIRST HOLDINGS LP UNIFORM RENTAL 60.82 UNIFIRST HOLDINGS LP UNIFORM RENTAL 60.82 TOTAL WATER 8,259.18 WASTEWATER TREATMENT UNIFIRST HOLDINGS LP UNIFORM RENTAL 61.07 JPMORGAN CHASE BANK FORT BEND- POLYMER 711.00 JPMORGAN CHASE BANK DALE & LEES -LAB AC REPAIR 503.17 JPMORGAN CHASE BANK TRANSCO -PPE 40.82 JPMORGAN CHASE BANK HACH -LAB SUPPLIES 204.92 JPMORGAN CHASE BANK EQUIP ONE - REFILL PROPANE 15.19 JPMORGAN CHASE BANK LOWES -PARTS 7.65 JPMORGAN CHASE BANK FORT BEND - POLYMER 2,844.00 JPMORGAN CHASE BANK WASTE MGMT- SLUDGE REMOVAL 3,568.22 JPMORGAN CHASE BANK GRAINGER- VACUUM PUMP 609.84 USA MOBILITY WIRELESS, INC PAGER USE 17.74 JPMORGAN CHASE BANK TERMINIX -WWTP PEST CONTRL 61.00 UNIFIRST HOLDINGS LP UNIFORM RENTAL 70.40 AEP /PSO ELECTRIC USE 26,441.98 AT &T LONG DISTANCE LONG DISTANCE PHONE BILL 14.00 JPMORGAN CHASE BANK HUTHEL & ASSOC-MONITORING 925.00 JPMORGAN CHASE BANK ROSE ST COLL -DEQ RENEWAL 20.00 MIKE OZBUN ENTERPRISE INC PUMP REPAIR FOR WWTP 496.00 TOTAL WASTEWATER TREATMENT 36,612.20 WASTEWATER COLLECTION: JACQUELYN BROOKE KONONCHUK CONSULTING SERVICES 1,615.00 MIKE OZBUN ENTERPRISE INC PUMP REPAIR FOR MAIN PLAN 2,854.00 AEP IPSO ELECTRIC USE 5,218.74 UNIFIRST HOLDINGS LP UNIFORM RENTAL 33.10 JPMORGAN CHASE BANK STUART IRBY -PUMP ST PARTS 109.04 USA MOBILITY WIRELESS, INC PAGER USE 44.85 JPMORGAN CHASE BANK HO SUPPLY -SEWER PIPE 52.50 JPMORGAN CHASE BANK HD SUPPLY -LAMP HOLE LID 15.00 JPMORGAN CHASE BANK EVANS ENT -PUMP PARTS 137.00 JPMORGAN CHASE BANK LOWES- SUPPLIES 54.10 JPMORGAN CHASE BANK TRANSCO -PPE 40.82 UNIFIRST HOLDINGS LP UNIFORM RENTAL 33.10 TOTAL WASTEWATER COLLECTIONS 10,207.25 RANCH CREEK INTERCEPTOI ROSETTACONSTRUCTION, LLC 1CONSTRUCTION SERVICES 458,553.50 TOTAL RANCH CREEK INTERCEPTOR 458,553.50 REFUSE COLLECTIONS COVANTA LANCASTER, INC REFUSE TIPPING FEES 5,212.95 Page 2 Claims List 7/1/2014 Budget Unit Title Vendor Name Payable Description PaymentAmount REFUSE COLLECTIONS... JPMORGAN CHASE BANK LOWES- EXTENSION CORD REEL 279,88 JPMORGAN CHASE BANK INCSTORES- REFUSE FLOORING 868.13 UNIFIRST HOLDINGS LP UNIFORM RENTAL 45.31 USA MOBILITY WIRELESS, INC PAGER USE 62.59 JPMORGAN CHASE BANK ALSUMA -TRUCK REPAIR 1,112.03 JPMORGAN CHASE BANK ALSUMA -TRUCK REPAIRS 4,577.29 UNIFIRST HOLDINGS LP UNIFORM RENTAL 45.31 JPMORGAN CHASE BANK TRANSCO -PPE 40,82 JPMORGAN CHASE BANK AMERIFLEX -AIR LINE 282.20 JPMORGAN CHASE BANK BUMPER TO BUMPER -FLUID 23.70 JPMORGAN CHASE BANK GELLCO- SAFETY SHOES 134,99 FRONTIER INTERNATIONAL TRUCKS, INC CNG CRANE/REFUSE TRUCK 304,482.00 COVANTA LANCASTER, INC REFUSE TIPPING FEES 4,974.40 WILLIAMS REFUSE EQUIPMENT CO INC BOSS LIDS AND FREIGHT 2,358.59 KIRBY -SMITH MACHINERY, INC DOZER DELIVERY 200.00 UNITED STATES CELLULAR CORPORATION CELL PHONE BILL 70.15 TOTAL REFUSE COLLECTIONS 324,770.34 RECYCLE CENTER AEPiPS0 USE ELECTRIC USE 111.46 UNIFIRST HOLDINGS LP UNIFORM 10,98 UNIFIRST HOLDINGS LP UNIFORM RENTAL 10.98 JPMORGAN CHASE BANK WASTE MGMT- TIPPING FEES ILOWES-KEYS 2,472.75 JPMORGAN CHASE BANK 3,94 TOTAL RECYCLE CENTER 2,610.11 OPWA DEBT SERVICE =ANCFIRST 06 NOTE 36,331.67 BANCFIRST FAP-01 -0003-LI01C 6,419.31 BANCFIRST FAP -04 -0006 -L/04 21,181.35 BANCFIRST FAP -10 -0002 -1.110 7,155.74 BANCFIRST ORF -01 -0002 -L /01 B 11,826.86 BANCFIRST ORF -99 -0008 -1_199B 3,585.90 BANCFIRST ORF -09 -0007- CW /09C 23,361.34 BANCFIRST FAP -12 -0011- L/12 -02B 10,435.54 BANCFIRST ORF -09. 0003 -CW 1098 55,960.39 BANCFIRST 13 -06DW 21,059.33 TOTAL OPWA DEBT SERVICE 197,317A3 FUND GRAND TOTAL 1,044,430.2 OPWA STF DEBT SERVICE BANCFIRST 874405004/2008 120,172.00 IBANCFIRST 07 NOTE 138,604.34 TOTAL OPWA STF DEBT SERVICE 258,776.34 Page 3 Claims List 7/1/2014 Budget Unit Title I Vendor Name Payable Description IPaymentAmountl FUND GRAND TOTAL 258,776.3 OPWA ST SUB - DEBT SE RV TYANN DEVELOPMENT COMPANY, INC DEVELOPMENT AGREEMENT 56,684.17 SF SHOPS INVESTORS, L.P. IDEVELOPMENT AGREEMENT 54,612.56 TOTAL OPWASTSUB - DEBT SERV 113,296.73 FUND GRAND TOTAL 113,296.7 OPWA GRAND TOTAL $1,416,503.32 Page 4 Department OPWA Administration Utility Billing Water Wastewater Wastewater Collection Ranch Creek Interceptor Refuse Recycle Center OWASSO PUBLIC WORKS AUTHORITY PAYROLL PAYMENT REPORT PAY PERIOD ENDING DATE 06114114 Payroll Expenses Total Expenses 8,385.38 4,720.80 12,211.69 11,069.01 7,561.51 1,737.50 13,560.00 1,102.52 11, 907.82 7,992.01 20,234.82 18,156.27 12,101.23 1,933.51 20,146.94 2,022.12 FUND TOTAL 60,348.41 94,494.72 The MC, Wit out limits. TO: The Honorable Chairman and Trustees Owasso Public Works Authority FROM: Linda Jones Finance Director SUBJECT: Resolution No. 2014 -05 Water Rate Increase DATE: June 27, 2014 BACKGROUND The Owasso Public Works Authority purchases treated water from the City of Tulsa. On March 31, 2014, the City of Tulsa notified Owasso of a water rate increase effective October 1, 2014. Rates for water purchased by the OPWA from the City of Tulsa will increase from $2.96 to $3.17 per 1,000 gallons. Tulsa water is delivered to Owasso through three master meters. The monthly meter charge will also increase from $450.05 to $481.56 for a monthly meter fee increase of $31.51. In order for the City to recover the increased cost of service, staff proposes a rate increase of twenty -one cents per thousand gallons of water usage to customers inside the city limits plus the respective monthly increase based on the size of meter. Staff further proposes that rates for customers outside the city limits continue to be 20% more than rates for customers within the city limits in accordance with the previous OPWA resolution establishing the different rate structures for customers outside the city limits. The proposed minimum volume charge per 1,000 gallons of water usage would increase from $4.81 to $5.02 for customers inside the city. The monthly cost of the proposed rate increase to a city customer who uses 7,000 gallons of water with a 3/4" meter would be $1.47 per month or $17.64 per year, an amount equal to the Tulsa rate increase. The proposed increase for rural customers using 7,000 gallons per month would be $1.75 or $21.00 per year. Rate changes require the approval of the Owasso Public Works Authority and the Owasso City Council through Trustee Resolution and City Council Ordinance. RECOMMENDATION: Staff recommends OPWA Trustee approval of Resolution No. 2014 -05 establishing the water rates to be effective October 1, 2014. ATTACHMENTS: OPWA Resolution No. 2014 -05 Letter from City of Tulsa OWASSO PUBLIC WORKS AUTHORITY RESOLUTION NO. 2014-05 A RESOLUTION OF THE OWASSO PUBLIC WORKS AUTHORITY ESTABLISHING WATER SERVICE RATES WITHIN AND WITHOUT THE CORPORATE LIMITS OF THE CITY OF OWASSO AND ESTABLISHING AN EFFECTIVE DATE. WHEREAS, The Owasso Public Works Authority desires to establish the following rates for the provision of water service effective October 1, 2014: Usage Tier Rates Minimum Meter Char a for First 1,000 gallons Meter Size Users Inside the Corporate Limits Users Outside the Corporate Limits 3/4" $11.50 $13.80 1 " 1140 $14.88 3,000 - 5,000 gallons 14.40 $17.28 2" $15.40 $18.48 3" 30.40 $36.48 4" $35.40, 42.48 6„ 50.40 $60.48 Hydrant $75.00 NA Usage Tier Rates Volume Rate er 11000 gallons --,Corporate Users Inside the Limits Users Outside the Corporate Limits First 1,000 gallons Minimum Meter Charge Minimum Meter Charge 2,000 gallons 5.02 6.02 3,000 - 5,000 gallons 5.07 6.08 6,000- 10,OOOgallons $5,12 $6.14 11,000-20,0 00 gallons $5.16 $6.19 21,000 gallons or more 5.21 6.25 WHEREAS, The Owasso Public Works Authority desires to establish the following rates, fees and stipulations for metered fire hydrant water usage: • Deposit per meter of $750.00 • Minimum Meter Charge of $75.00 • Non - refundable service initiation fee of $10.00 • Water usage rate based on aforementioned tiered rate system • Penalty for failure to report meter readings by the tenth (101h) day of each month of $25.00 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE OWASSO PUBLIC WORKS AUTHORITY, THAT: Section One: From and after the effective date of this Resolution (as hereinafter set forth), the charge by the Authority for water service shall be adjusted in accordance with the above- referenced recital paragraphs and as specifically codified pursuant to Ordinance No. 1035 of the City of Owasso, Oklahoma ( "City "). Section Two: The water rates established pursuant to the Resolution shall become effective with the first utility billing cycle in October 2014. PASSED, ADOPTED AND APPROVED THIS 1s' DAY OF JULY, 2014. 0101il l Sherry Bishop, Authority Secretary APPROVED AS TO FORM: Julie Lombardi, City Attorney THE OWASSO PUBLIC WORKS AUTHORITY Jeri Moberly, Chairman 2 Q ;Tulsa CITYOF A New Kind of Energy,. March 31, 2014 Mr, Roger Stevens, Public Works Director City of Owasso PO Box 180 Owasso, OK 74055 -0180 Clayton Edwards, Director WATER AND SEWER DEPARTMENT RE: Fiscal Year 2014 -2015 Tulsa Wholesale Water Rates Dear Mr. Stevens: The City of Tulsa and Tulsa Metropolitan Utility Authority (TMUA) endeavor to ensure clear, timely and accurate communications with the communities to which we supply water, including the City of Owasso. Review and refinement of the Water Department's FY 14 -15 operating and capital budgets is underway, but the budgets on which Tulsa's City Council have been briefed anticipate approval of the proposed increase cited below. If approved, the new rates will be effective October 1, 2014. This letter is to give you sufficient notice to plan for the rate changes in your next budget cycle. The current rates and proposed Increase for FY 2014 -2016 are shown in the table below. Monthly Service Charge /Volume Charge Meter Size Current Rates Effective 10/01/2013 Proposed FY 2014-2015% Change Proposed FY 2014 -2015 Rates 5/8" $ 6.83 7.0 $ 7.31 1" $ 8.51 7.0 $ 9.11 1' /z" $ 10.17 7.0 $ 10.88 2" $ 14.85 7.0 $ 15.89 3" $ 43.25 7.0 $ 46.28 4" $ 60.21 7.0 $ 64.42 6" $ 93.85 7.0 $ 100.42 8" $ 13079 7.0 $ 139.95 178.10 7.0 $ 190.5_7 Volume Char a er 1 000 allons Permanent Service $ 2.96 7.0 $ 3.17 Limited Term Service $ 5.26 7.0 $ 5.63 Emer enc�Service $ 9.57 7.0 $ 10.24 A listing of your active meters and accounts is attached. We will inform you once the rates and the fiscal year 2015 budgets are approved. I can be reached at 918-596-7810 should you have any questions, or contact Utilities Services Manager Mark Weathers at 916- 596 -9550. Best Regards, CITY LSA WATER ANO SEWER DEPARTMENT Clayton dwards, P.E., Director Attachment CITY HALL AT ONE'rECHNOLOGY CENTER 175 E. 2 "d Street, Suite 885,,rulsa, OK 74103 Office (918) 596. 9550 Fax 918 -699 -3358 Email: mwcather9@cilyoftulsa.mg wrvw, cilyoftrdsa, org Customer Name Account Status Service Address Meter Numbe Type ISize CITY OF OWASSO 10368888 Active 7595 N MINGO RD I DW70141654 71 110" CITY OF OWASSO 10368888 j Active 7595 N MINGO RD iNPt70141620 i 71 16" CITY OF OWASSO 10368888 Active 7595 N MINGO RD !NP(70141654 71 110" CITY OF OWASSO 10557536 Active 110600 N SHERIDAN RD NP/701900 71 20" Z'.V1gliti. WiA aml0_UIeieeSM. Menag�er lACtrn11403ot eraser Meier Pwerri�tamer Lil4rgAUAPFMaster Melem 0 The Gity Wit out Limits. TO: The Honorable Mayor and City Council City of Owasso The Honorable Chairman and Trustees Owasso Public Works Authority FROM: Chelsea Levo Economic Development Director SUBJECT: Sprouts Fresh Market Economic Development Agreement DATE: June 27, 2014 c, 0 kp Sprouts Fresh Market has shown interest in Owasso since June of last year when representatives met with city staff members Warren Lehr and Chelsea Levo. Sprouts was interested in locating on an available pad site in the Sam's Club development area among other various sites in the area. Representatives of Armstrong Development (Armstrong 96 & 129 Owasso, LLC) for Sprouts Fresh Market (SFM, LLC) met with city staff, on April 2, 2014 to discuss the Sam's Club location. Representatives informed staff that Sprouts had received incentives from nearby suburban communities for locating stores there because the inventory created a "destination retail opportunity." Sprouts is a "specialty grocer" made up of a large percentage (up to 60 -707.) of unique specialty items and brands that are not found in the local grocery stores, but only in stores like Whole Foods, Trader Joe's or Petty's Fine Foods at Utica Square. The Owasso Economic Development Authority (OEDA) discussed this in executive session during their meeting on April 10, 2014. Later the Council discussed incentive options based on Sprouts' guarantee of revenue projections. ECONOMIC DEVELOPMENT AGREEMENT: An economic development agreement was drafted among the Owasso Public Works Authority (OPWA), the City of Owasso, Armstrong 96 & 129 Owasso, LLC and Sprouts Fresh Market (SFM, LLC). In consideration of the agreement of Sprouts and Armstrong to locate, and cause the development of the Store, and to create and maintain permanent full -time employees at the Store, the OPWA agrees to pay Sprouts in an aggregate amount not to exceed $150,000.00. A summary of obligations is as follows: Armstrong and Sprouts Fresh Market will construct a store in the Sam's Club development area; Annual payments to Sprouts will begin only after all payments by the OPWA pursuant to the Sam's Construction Agreement have been fully paid and satisfied (estimated to be 2020); Annual payments by the OPWA will be made in the amount of thirty thousand dollars ($30,000) each for a maximum period of five (5) years beginning no earlier than six (6) months following the final payment under the Sam's Construction Agreement; Annual payments will be conditioned upon Sprouts generating no less than three hundred thousand dollars ($300,000) in sales tax from the Store for each year an annual payment is made by the City of Owasso to Sprouts: Total payments to Sprouts under this Agreement will not exceed one hundred fifty thousand dollars ($150,000). The City Council discussed variables in the agreement during executive session on Tuesday, June 3, 2014 and voted in the regular meeting to authorize the City Manager to pursue negotiations with Sprouts Fresh Market, as recommended. The City, Armstrong and Sprouts have agreed to the terms in the contract presented. PROPOSED ACTION The OPWA was created under a Trust Indenture on January 10, 1973, as a public trust for the use and benefit of its sole beneficiary, the City, under authority of and pursuant to Title 60, Oklahoma Statutes, § §176, et seq. Among the OPWA's stated purposes are those promoting and encouraging the development of industry and commerce within and without the territorial limits of the City. The City and the OPWA deem it appropriate to approve the execution and delivery of this Agreement and have determined such actions are in the best interests of the City and the health, safety, and welfare of the City and residents within and near the City. The City acknowledges that the OPWA is without material financial means to fund economic development program and that as the OPWA's sole beneficiary the City agrees to assist the OPWA through the provision of the necessary financial resources to meet its obligations under this Agreement subject to annual appropriation. RECOMMENDATION: Staff recommends City Council approval of the proposed economic development agreement among the OPWA, the City of Owasso, Armstrong, and SFM, LLC In the amount of $150,000 as set forth in the Agreement and Council approval of the indebtedness of the OPWA as set forth in the agreement. Staff recommends OPWA Trustee approval of the proposed economic development agreement among the OPWA, the City of Owasso, Armstrong, and SFM, LLC In the amount of $150,000 as set forth in the Agreement. ATTACHMENT: Economic Development Agreement SFM Owasso, OK EDA V4.1 (JBC 061614) ECONOMIC DEVELOPMENT AGREEMENT by and between OWASSO PUBLIC WORKS AUTHORITY, THE CITY OF OWASSO, OKLAHOMA, ARMSTRONG 96 & 129 OWASSO, LLC, and SFM, LLC ECONOMIC DEVELOPMENT AGREEMENT THIS ECONOMIC DEVELOPMENT AGREEMENT (the "Agreement ") made effective as of the _ day of 2014, by and between OWASSO PUBLIC WORKS AUTHORITY, an Oklahoma public trust (together with its successors and assigns, the "Authority "), THE CITY OF OWASSO, OKLAHOMA, an Oklahoma municipal corporation (together with its successors and assigns, the "City ", which term, when used in such context, shall also mean and refer to the area within the territorial limits of the City), SFM, LLC, a Delaware limited liability company (together with its successors and assigns, "Sprouts "), and ARMSTRONG 96 & 129 OWASSO, LLC, an Oklahoma limited liability company (together with its successors and assigns, "Armstrong "). WITNESSETH: WHEREAS, the City is vitally interested in the economic welfare of its citizens and desires to enhance the City's capabilities for economic growth and development; and WHEREAS, Sprouts is a publically traded corporation headquartered in Phoenix, Arizona, with more than 175 Sprouts Farmers Market stores in nine (9) states and currently employs more than 14,200 individuals; and WHEREAS, Sprouts is a specialty grocery store retailer and is interested in locating a store in the City at or near the NEC of East 961h Street North and North 129 °i East Avenue (the "Site "); and WHEREAS, it is estimated that the location of the Sprouts Farmers Market store (the "Store ") on property located in the City will result in the employment of approximately 112 full -time and part-time employees with an annual payroll of approximately $2,400,000.00; and WHEREAS, the City reasonably expects that the establishment of the Store in the City will retain and potentially increase overall payroll tax values, vendor sales tax values and property tax values in, and the sales tax revenues of, the City; and WHEREAS, a declared goal of the City is to encourage and facilitate economic development within and near the City by attracting new industry and commercial businesses to the Owasso area, and to promote the economic health and expansion of existing industry and commercial businesses within the City; and WHEREAS, the City recognizes that the Store will have direct and indirect economic benefits for the City as the City reasonably expects (i) to realize increased sales tax revenues from Sprouts' sales, purchases by Sprouts employees and Sprouts' purchases from local vendors; (ii) increases in ad valorem revenues to be derived therefrom by the local school district; (iii) the Store will generally enhance property values, both residential and commercial, within the City; and (iv) that the Store's operation will otherwise contribute significantly to the economic well being of the citizens of, and residents within and near, the City, and those in Tulsa County, Oklahoma ( "Tulsa County "), and the State of Oklahoma (the "State ") generally; and SFM Owasso, OK EDA V4.1 (1BC 061614) WHEREAS, the City also recognizes that the Store and its operations will have additional and indirect economic benefits within and near the City, in Tulsa County and in the State through, including without limitation, diversifying the local economy, providing economic stimulus for additional employment and other development, and providing training and employment opportunities in services, sales and management skills; and WHEREAS, the location of the Store in the City is reasonably expected to attract organizations, individuals and customers from without the City's territorial limits with the reasonably expected result of encouraging and facilitating additional economic development within and near the City, promoting the expansion of existing industry, commercial and retail enterprises within the City, and diversifying the City's economy; and WHEREAS, the location of the Store in the City is reasonably estimated to generate, on an annual basis, an additional $10,000,000.00 in taxable sales revenues by its third year of operation, thereby permitting the City to expand its general services; and WHEREAS, in connection with such reasonable expectations and following extensive negotiations with Sprouts, the Authority and the City have determined that it is necessary and appropriate for the City to provide Sprouts with certain contingent Project- related incentives in an aggregate amount of not to exceed $150,000.00; and WHEREAS, implementation of this Agreement, which is reasonably expected to facilitate the realization of the aforesaid economic benefits to the City and general area, would otherwise be difficult or impossible without certain apportionments of City sales taxes, other forms of public assistance and the involvement of both the City and the Authority; and WHEREAS, having been induced by the offer of such incentives, and contingent thereon, Sprouts agrees to enter into a lease for and to operate a Store at the Site (as hereinafter defined); and WHEREAS, the Authority was created under a certain Trust Indenture dated January 10, 1973, (the "Authority Trust Indenture "), as a public trust for the use and benefit of its sole beneficiary, the City, under authority of and pursuant to Title 60, Oklahoma Statutes, § §176, et seg.; and WHEREAS, among the Authority Trust Indenture's stated purposes are those of promoting and encouraging the development of industry and commerce within and without the territorial limits of the City by instituting, furnishing, providing and supplying property, improvements and services for the City and for the inhabitants, owners and occupants of property, and governmental, industrial, commercial and mercantile entities, establishments, and enterprises within and without the City; promoting the general convenience, general welfare and public safety of the residents of the City; acquiring by purchase real property useful in instituting, furnishing, providing, or supplying any of the aforementioned property, improvements and services; complying with the terms and conditions of contracts made in connection with or for the acquisition of any of said properties; receiving finds, property and other things of value 2 SFM Owasso, OK EDA V4.1 (]BC 061614) from, among others, the City; and participating in State and other programs which are to the advantage of the Authority and the City, and the Authority has determined that its undertakings and the performance of its obligations under this Agreement, are authorized and proper functions under the Authority's Trust Indenture; and WHEREAS, both the City and the Authority deem it appropriate to approve the execution and delivery of this Agreement in the interest of providing for the implementation of the Project (as hereinafter defined) and have determined such actions are in the best interests of the City and the health, safety, and welfare of the City and residents within and near the City. NOW, THEREFORE, in consideration of the covenants and mutual obligations herein set forth and other consideration, the sufficiency of which the parties hereby acknowledge, the parties hereto hereby covenant and agree as follows: ARTICLE I DEFINITIONS "Agreement" and such terms as "herein," "hereof," "hereto," "hereby," "hereunder," and the like shall mean and refer to this Agreement, and any and all supplements, modifications and/or amendments hereto. "Annual Period" shall mean the period between each July 1 and the succeeding June 30; provided however, if the Operations Commencement Date occurs on any date other than the first day of July, Annual Period shall mean and refer to the period commencing on the Operations Commencement Date and ending on the succeeding June 30. "Armstrong" shall mean Amrstrong 96 & 129 OWASSO, LLC, an Oklahoma limited liability company, the proposed future landlord of Sprouts, under a certain Lease Agreement to be executed prior to the beginning of construction and with a term of no less than fifteen (15) years. "Authority" shall mean Owasso Public Works Authority, an Oklahoma public trust of which the City is sole beneficiary. "City" shall mean The City of Owasso, Oklahoma, an Oklahoma municipal corporation, and, as the case may be, shall mean and refer to such agency, department or instrumentality of the City as may have, or shall have been charged with, primary responsibility for any given Agreement - subject activity. "Construction Plans" shall mean such architectural and engineering drawings, plans, specifications, and other documentation as may be reasonably necessary to describe the nature, scope, materials, quality, quantity, and other information requisite for the construction and fitting of improvements and /or strictures included, or to be included, within the Project, subject to the same having first been agreed to and approved by the parties to this Agreement. "Continuously Operate" shall mean the operation of the Store during customary days and hours for Sprouts to operate its other stores, subject to temporary closures for repairs and restoration 3 SFM Owasso, OK EDA V4.1 OBC 061614) and closures that are reasonably outside the control of Sprouts (such as events of casualty or condemnation). "Full -time Employee" shall mean an individual employed by Sprouts at the Store who works and is compensated for working not less than thirty -two (32) hours per week. "Infrastructure Improvements" shall mean improvements in the manner of water, sewer and other utility facilities and connections, stonn water and stonn water detention facilities, roadways and parking facilities, made or caused to be made by or on behalf of as the case may be, Sprouts at and on and, as the case may be, adjacent to or near the Premises or surrounding area in accordance with the Master Site Plan pursuant to this Agreement. "Master Site Plan" shall mean that certain master site plan to be developed and prepared on behalf of Sprouts for the Project, a copy of which, after the same shall have been approved by the City, shall be attached hereto as Exhibit A and made a part hereof. "Operations Commencement Date" shall mean the first day of the calendar month in which Sprouts shall open the Store. "Project" shall mean development of the Site and the construction, equipping and famishing of the Store, and shall include the Infrastructure Improvements. "Project Plan" shall mean development of the Site and the construction, equipping and furnishing of the Store, and shall include the Infrastructure Improvements. "Sam's" shall mean and refer to Sam's Real Estate Business Trust, a Delaware statutory trust. "Sam's Construction Agreement" shall mean and refer to that certain Construction Agreement by and between the Authority and Sam's dated on or around April 24, 2012. "Site" and "Premises" shall mean and refer to the area of Willis Farms shopping center upon which the Store will be located, as set forth and described in Exhibit B, attached hereto and made a part hereof. "Sprouts" shall mean SFM, LLC, a Delaware limited liability company. "Sprouts Improvements" shall mean such improvements as are to be constructed by Sprouts or Armstrong, as Sprouts' landlord, within the boundaries of the Site and in accordance with the Project Plan. "Store" shall mean the Sprouts Farmers Market retail store consisting of approximately 27,000 square feet of aggregate building structure floor area to be located at 9601 N. 133rd Ave E., Owasso, OK 74055. ARTICLE II NATURE OF THIS AGREEMENT 4 SFM Owasso, OK EDA V4.1 (1BC 061614) 2.1 Scope of the Project The Store shall be developed, constructed and landscaped in conformity with the City's Zoning Ordinances and Building and Land Subdivision Codes. The Store is expected to commence operation with approximately 112 full and part-time employees at an aggregate annual payroll of approximately $2,400,000.00. 2.2 Relationship of the Parties. The undertakings of the parties under this Agreement require the mutual cooperation of the parties and their timely actions on matters appropriate and /or necessary to fully implement the provisions hereof. The parties agree to be diligent in using best, good faith efforts in performing and assisting one another, and requisite third parties, in performing their respective obligations under and/or relating to this Agreement, specifically including, without limitation, the performance obligations hereinafter set forth in Articles III and IV hereof. 23 Preparation and Approval of Master Site Plan. Sprouts and Annstrong shall prepare or cause to be prepared, for approval by the City, which shall not be unreasonably withheld or delayed, the Master Site Plan. ARTICLE III OBLIGATIONS OF THE AUTHORITY 3.1 City as Beneficiary of Authority. The City is the sole beneficiary of the Authority. By mutual understanding between the City and the Authority, in accordance with the laws of the State, the Authority agrees to perform to the extent set forth in this Agreement the obligations and the responsibilities of the City, excepting only those obligations and responsibilities specifically reserved by and to be performed by the City pursuant to law or this Agreement. 3.2 Authority Approvals. The Authority agrees that any approvals it is required to make under this Agreement shall not be unreasonably withheld or delayed. In connection herewith, the Authority agrees that the City's approval of the Construction Plans shall also constitute the Authority's approval thereof, and the Authority agrees to coordinate its approvals of the Master Site Plan and the Project Plan with those of the City. 3.3 Job Creation and Economic Development Incentives. In consideration of the agreement of Sprouts and Armstrong to locate, and cause the development of the Store, and to create and maintain permanent Full -time Employees at the Store, the Authority agrees to pay job creation and economic development incentive payments to Sprouts in an aggregate amount of not to exceed $150,000.00, to be disbursed to Sprouts, subject to the City's annual appropriation and transfer of the appropriate funds therefor, as follows: (i) Annual payments (each referred to as an "Annual Payment ") to Sprouts shall begin only after all payments by the Authority pursuant to the Sam's Construction Agreement have been fully paid and satisfied (estimated to be 2020). (ii) Such Annual Payments by the Authority (a) shall be made annually and within sixty (60) days next following its receipt of Sprouts' report for each Annual 5 SFM Owasso, OK EDA V4.1 (JBC 061614) Period, as required under clause (iii) below; (b) shall be in the amount of Thirty Thousand Dollars ($30,000.00) each; (c) shall be made to Sprouts for a maximum period of five (5) years beginning no earlier than six (6) months following the final payment under the Sam's Construction Agreement; and (d) shall be conditioned upon Sprouts generating no less than Three Hundred Thousand Dollars ($300,000.00) in sales tax from the Store for each year an Annual Payment is made by the City of Owasso to Sprouts. Total payments to Sprouts under this Agreement shall not exceed One Hundred Fifty Thousand Dollars ($150,000.00) in total. (iii) Within sixty (60) days next following the end of each Annual Period following the date that all incentive payments have been made by the Authority to Sam's as required under the Sam's Construction Agreement, Sprouts shall furnish to the Authority and the City a report, prepared in compliance with the State Sales Tax Code and applicable ordinances, of the Store's aggregate taxable sales for the preceding Annual Period, the accuracy and correctness of which shall be certified to by such representative(s) of Sprouts as shall have primary responsibility for reporting all Store sales to the State, and which report shall be accompanied by, as the case may be, a copy or copies of all such taxable sales reports relative to the Store as are made to the State under the State Sales Tax Code and regulations for the like period. (iv) Should Sprouts fail to open the Store on or before October 1, 2015 (subject to unavoidable delays as defined in Section 7.10 hereof), or thereafter cease to Continuously Operate the Store at any time prior to the fifth (5`h) anniversary of the Operations Commencement Date, the Authority shall have no obligation to make any payment, or further payments, under this Section 3.3 and neither the City nor the Authority shall have any further obligation to Sprouts under this Agreement. ARTICLE IV OBLIGATIONS OF SPROUTS AND ARMSTRONG 4.1 Development of Premises. Sprouts and Armstrong shall diligently undertake the preparation of the Master Site Plan for submission to the authorized representatives of the City and the Authority for approval, which shall not be unreasonably withheld or delayed, on behalf of the City and the Authority. Following approval of the Master Site Plan and the Construction Plans by the City, Sprouts and Armstrong shall build, or cause to be built, the Store and other improvements in accordance with the Master Site Plan and the Construction Plans. 4.2 Performance of Project Covenants. At its sole cost, Armstrong shall construct the Store and such other related Site improvements as are provided for in this Agreement, with such construction to be commenced and completed in accordance with the following schedule, except to the extent of unavoidable delays (as defined in Section 7.10 hereof): a. Construction Start Date: September 1, 2014; and 6 SFM Owasso, OK EDA V4.1 (JBC 061614) b. Completion Date: April 1, 2015. 4.3 Job Creation. In each of the five (5) consecutive years following the Operations Commencement Date, Sprouts shall maintain approximately 85 full -time equivalent employees at the Store, commencing the first day of the sixth (6t) month next following the Operations Commencement Date. 4.4 Minimum Investment. Sprouts and Armstrong, collectively, shall have, in the aggregate, invested not less than $3,000,000.00 for the acquisition and development of the Project, which includes fixturizing the Store for opening. 4.5 Contingency Obligations. (a) In the event that at any time during the term of this Agreement, taxes owed to the City by Sprouts become delinquent ( provided Sprouts shall have the right to timely and reasonably contest such taxes under applicable law), then Sprouts shall be in default under this Agreement. In the event of such default, the City shall give Sprouts and Armstrong written notice of such default, and if Sprouts has not cured such default within ninety (90) days of said written notice, this Agreement may be terminated by the City and the Authority, in which event any payment obligation of the Authority to Sprouts under Section 3.3 hereof shall be deemed to, and shall, terminate, effective as of the date of such termination. (b) In the event of the payment obligations of the Authority are terminated as next above provided, Sprouts shall repay to the Authority all amounts theretofore paid to Sprouts by the Authority hereunder prior to the date of such termination, which said amount(s) shall be due and payable within one - hundred twenty (120) days next following the first day of the month next following the month in which such termination shall have occurred. (c) It is expressly agreed that, notwithstanding any termination or expiration of this Agreement, the City, subject to any applicable statute of limitations, shall have the right, to be exercised upon reasonable prior notice, at any time and from time to time to audit the books and account records of the Store relative to Sprouts' taxable retail sales and to collect any amounts owed to the City or the Authority based on any adjustments in the Store's taxable sales made as the result of any such audit. The cost of such audit will be the sole responsibility of the City. 4.6 Infrastructure Improvements. The Infrastructure Improvements shall be made and constructed at the sole cost and expense of Armstrong, and in conformity with applicable City and State codes, ordinances and statutes. To the extent that any Infrastructure hnprovements are made on or in public rights of way or an any other lands owned by the City, title to the same, upon the completion thereof, shall vest in the City and Armstrong shall furnish to the City any reasonably requested instruments of release or conveyance necessary to perfect the City's unencumbered title thereto. 7 SFM Owasso, OK EDA V4.1 (JBC 061614) ARTICLE V OBLIGATIONS OF THE CITY 5.1 Financial and Other Assistance to the Authority. The City acknowledges that the Authority is without material financial means and that as the Authority's sole beneficiary the City agrees to assist the Authority through the provision of the necessary financial resources to meet its obligations under this Agreement subject to annual appropriation. In addition, the City agrees, as and when appropriate, to provide the Authority with the necessary logistical support (e.g., engineering and the preparation of necessary documentation for, and the conduct of any required public bidding solicitations, etc.), including, as and when appropriate force work, to meet its other obligations hereunder. 5.2 City Approvals. The City agrees that any approvals its representative is required to make under this Agreement, whether with respect to the Master Site Plan, the Project Plan, the Construction Plans, or any other matter, shall not be unreasonably delayed and the City agrees to coordinate its approvals of the Master Site Plan and the Project Plan with those of the Authority. In connection herewith, the City agrees that its review and approval of the Master Site Plan, and the Project Plan to follow, shall be limited in its scope and focus on compliance with applicable provisions of the City's Zoning and Building Codes, and, to the extent appropriate, applicable provisions of state and federal law; coordination, locations and appropriate legal descriptions of necessary easements affecting the Site and the intended utilization of the Site and the Store; and the planning of, and the design and construction specifications for, the Infrastructure Improvements. The parties acknowledge and agree that the City's approval of the Master Site Plan and the Construction Plans shall also constitute approval thereof by the Authority. In further connection herewith, the City agrees that its review and approval of the Construction Plans shall be limited in its scope, with a focus on compliance with applicable provisions of the City's Zoning and Building Codes, and, to the extent appropriate, applicable provisions of state and federal law; verification of the locations and appropriate legal descriptions of necessary easements affecting the Premises and the intended utilization of the Store; and the construction specifications for the Infrastructure Improvements, whether or not to be constructed by or on behalf of the Authority. In addition, the City acknowledges that its approval of the Construction Plans shall also constitute the Authority's approval thereof. ARTICLE VI CONSTRUCTION AND INDEMNIFICATION PROVISIONS 6.1 Construction Plans and Contracts. Prior to commencement of construction of the infrastructure improvements, Armstrong shall furnish to the City, for the City's prior approval, which approval shall not be unreasonably withheld or delayed, copies of all Construction Plans. The parties agree to cooperate and to use their respective commercially reasonable efforts to secure whatever assistance and approvals may be required from third parties in order to facilitate the preparation for and the course of such construction. 8 SFM Owasso, OK EDA V4.1 (JBC 061614) 6.2 Indemnification. It is understood and agreed between the parties that Sprouts is perfonning its obligations hereunder, is acting independently, and the City and the Authority assume no responsibility or liability in connection therewith to third parties. Sprouts agrees to indemnify and hold harmless the City and the Authority, and their respective officers, agents and employees, from and against any and all third party claims, lawsuits, judgments, costs and expenses for personal injury (including death), property damage, or other harm for which recovery of damages is sought, suffered by any person or persons that may arise out of or be occasioned by any of the terms or provisions of this Agreement, or by any negligent act or omissions of Sprouts or its officers, agents, associates, employees or contractors, in the performance of Sprouts' obligations under this Agreement. The provisions of this Section 6.2 are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. ARTICLE VII GENERAL PROVISIONS 7.1 Nondiscrimination. Sprouts agree not to discriminate on the basis of race, color, religion, gender, or national origin in the sale, lease, or rental or in the use or occupancy of the Site, the Store or any related facilities in violation of applicable law or regulation. 7.2 Conflict of Interest: Representatives not Individually Liable. No official or employee of the Authority or the City shall have any personal interest in or under this Agreement, nor shall any person voluntarily acquire any ownership interest, direct or indirect, in any legal entity which is a party to this Agreement. No official or employee of the Authority or the City shall be personally liable to Sprouts in the event of any default or breach by the Authority or the City or for any amount to become due to Sprouts under this Agreement. 7.3 Applicable Law, Severability and Entire Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma governing agreements made and fully performed in Oklahoma. If any provisions of this Agreement or the application thereof to any persons or circumstances shall, to any extent, be invalid or unenforceable, then the remainder of this Agreement or surviving portion(s) of such provision, and each other provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. This Agreement sets forth the entire understanding between the Authority, the City, Sprouts and Armstrong with respect to the subject matters of this Agreement, there being no terns, conditions, warranties or representations with respect to its subject matter other than as contained herein. 7.4 Third Parties. Except as expressly provided otherwise in this Agreement, the provisions of this Agreement are for the exclusive benefit of the parties hereto and not for the benefit of any other persons, as third -party beneficiaries or otherwise, and this Agreement shall not be deemed to have conferred any rights express or implied, upon any other person. 9 SFM Owasso, OK EDA V4.1 (JBC 061614) 7.5 No Partnership Created. This Agreement specifically does not create any partnership or joint venture between the parties hereto, or render any party liable for any of the debts or obligations of any other party. 7.6 Formalities and Authority. The parties hereto represent and warrant that they are validly existing and lawful entities with the power and authorization to execute and perform this Agreement. The headings set forth in this Agreement are for convenience and reference only, and in no way define or limit the scope or content of this Agreement or in any way affect its provisions. 7.7 Notices and Demands. Any notice, demand, or other communication under this Agreement shall be sufficiently given or delivered when it is deposited in the United States mail, registered or certified mail, postage prepaid, return receipt requested, or delivered personally, as follows: to Sprouts: SFM,LLC 11811 North Tatum Boulevard, Suite 2400 Phoenix, Arizona 85028 Attention: Tax Director With a copy to: SFM,LLC 11811 North Tatum Boulevard, Suite 2400 Phoenix, Arizona 85028 Attention: Legal Department to Armstrone: Armstrong 96 & 129 OWASSO, LLC One Armstrong Place Butler, PA 16001 Attention: Douglas J. Kyle to the Citv: City Manager The City of Owasso 111 N. Main Street Owasso, Oklahoma 74055 to the Authority: 10 SFM Owasso, OK EDA V4.1 (JBC 061614) Manager Owasso Public Works Authority 111 N. Main Street Owasso, Oklahoma 74055 With a copy to: City Attorney City of Owasso, Oklahoma 11 I N. Main Street Owasso, Oklahoma 74055 or to such other address, within the United States, with respect to a party as that party may from time to time designate in writing and forward to the others as provided in this Section. A copy of any notice, demand or other communication under this Agreement given by a party under this Agreement to any other party under this Section shall be given to each other party to this Agreement. 7.8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns. 7.9 Modifications. This Agreement cannot be changed orally, and no executory agreement shall be effective to waive, change, modify or discharge it in whole or in part unless such executory agreement is in writing and is signed by all parties hereto. 7.10 Unavoidable Delays. The time for performance of any term, covenant, condition, or provision of this Agreement shall be extended by any period of unavoidable delays. In this Agreement, "unavoidable delays" shall mean beyond the reasonable control of the party obligated to perform the applicable teen, covenant, condition or provision under this Agreement and shall include, without limiting the generality of the foregoing, delays attributable to acts of God, strikes, labor disputes, governmental restrictions, court injunctions, riot, civil commotion, acts of public enemy and casualty, and shall not include any delays attributable to financial difficulties; provided, the assertion of any unavoidable delay shall be subject to the asserting party first giving written notice to the other parties of its claim thereof and thereupon and forthwith diligently and in good faith undertaking all reasonable efforts to overcome the conditions leading to or causing such delay. 7.11 Further Assurances. Each party agrees that it will, without further consideration, execute and deliver such other documents and take such other action, whether prior or subsequent to the consummation of the matters or completion of the undertakings set forth herein, as may be reasonably requested by any other party to consummate more effectively the purposes or subject matter of this Agreement. 7.12 Attorneys' Fees. In the event of any controversy, claim or dispute between the parties affecting or relating to the subject matter or performance of this Agreement, the prevailing party 11 SFM Owasso, OK EDA V4.1 (JBC 061614) shall be entitled to recover from the non - prevailing party all of its reasonable expenses, including reasonable attorneys' fees. 7.13 Counterparts. This Agreement may be executed in several counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary to account for only one such counterpart in proving this Agreement. 7.14 Authority's Limited Liability. The obligations of the Authority arising under or by virtue of this Agreement shall be limited to the interest of the Authority in such tax increment payments as are generated by and /or as the result of the Project and appropriated by the City for use by, and transferred to, the Authority for its use in performing its obligations under this Agreement, and such other funds of the Authority as are from time to time secured and allocated to the performance of the obligations of the Authority hereunder, and resort shall not be had to any other assets or resources of the Authority. 7.15 Construction of this Agreement. Each party acknowledges that it and its legal counsel have reviewed and, as the case may be, revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto. [SIGNATURE BLOCKS TO FOLLOW ON NEXT PAGE] 12 SFM Owasso, OK EDA V4.1 (IBC 061614) IN WITNESS WHEREOF, the each of the parties has caused this Agreement to be executed by its duly authorized official(s), as of the date first above written. THE CITY OF OWASSO, a municipal corporation ATTEST: (S E A L) By: By: Mayor City Clerk Reviewed as to forum and legality this _ day of , 2014 City Attorney OWASSO PUBLIC WORKS AUTHORITY, an Oklahoma public trust ATTEST: (S E A L) By: Chairman SFM, LLC, a Delaware limited liability company By: Ted Frunikin Senior Vice President of Business Development ARMSTRONG 96 & 129 OWASSO, LLC, an Oklahoma limited liability company By: Armstrong Developers, Inc., its sole member By: _ Name: C Secretary 13 SFM Owasso, OK EDA V4.1 (J13C 061614) STATE OF OKLAHOMA ) ) ss. COUNTY OF TULSA ) Before me, the undersigned, a Notary Public in and for said County and State, on the day Of personally appeared Mayor of THE CITY OF OWASSO, a municipal corporation, to me known to be the identical person who executed the within and foregoing instrument and acknowledged to me that he executed the same as his free and voluntary act and deed, and as the free and voluntary act and deed of said municipal corporation for the uses and purposes therein set forth. Given under my hand and seal the day and year above written. (SEAL) Notary Public My commission expires: My number is: STATE OF OKLAHOMA, ) ) ss. COUNTY OF TULSA ) Before me, the undersigned, a Notary Public in and for said County and State, on the day of , personally appeared the Chairman, and the Secretary of OWASSO PUBLIC WORKS AUTHORITY, a public trust, to me known to be the identical persons who executed the within and foregoing instrument for and on behalf of said public trust and acknowledged to me that they executed the same as their free and voluntary acts and deeds, and as the free and voluntary act and deed of said public trust for the uses and purposes therein set forth. Given under my hand and seal the day and year above written. Notary Public My commission expires: My number is: (S E A L) 14 SFM Owasso, OK ED.A V4.1 (JBC 061614) STATE OF ARIZONA, ) ) ss. COUNTY OF MARICOPA ) Before me, the undersigned, a Notary Public in and for said County and State, on the day of , 2014, personally appeared Ted Frumkin, Senior Vice President of Business Development of SFM, LLC, a Delaware limited liability company, to me known to be the identical person who executed the within and foregoing instrument and acknowledged to me that he executed the same as his free and voluntary act and deed, and as the free and voluntary act and deed of said limited liability company for the uses and purposes therein set forth. Given under my hand and seal the day and year above written. (S E A L) Notary Public My commission expires: COMMONWEALTH OF PENNSYLVANIA ) )ss. COUNTY OF BUTLER ) On this day of 2014, before me, the undersigned notary public in and for said County and State, personally appeared before me , to me personally known, who, being by me duly sworn, did say that he is the of Armstrong Developers, Inc., the managing member of ARMSTRONG 96 & 129 OWASSO, LLC, an Oklahoma limited liability company, and that he executed the same as his free and voluntary act and deed, and as the free and voluntary act and deed of said limited liability company for the uses and purposes therein set forth on behalf of the company. WITNESS MY HAND and notarial seal subscribed and affixed in said Commonwealth and State, the day and year in this certificate above written. Notary Public My commission expires: (S E A L) 15 SFM Owasso, OK EDA V4.1 (1BC 061614) EXHIBIT A Master Site Plan (To Come) 16 SFM Owasso, OK EDA V4.1 (IBC 061614) EXHIBIT B Legal Description (To come) 17 SFM Owasso, OK EDA V4.1 (IBC 061614)