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HomeMy WebLinkAboutLease - B/W City of Owasso and OPWA LEASE LAW OFFICES H IRS H, .J 0 H ANN I N G AND H U D SON OKLAHOMA CITY LAW OFFICES HIRSH. ..JOHANNING AND HUDSON OKLAHOMA CITY LEASE nus INDENTURE OF LEASE, made and entered into by and between the CITY OF OWASSO, Oklahoma, a municipal corporation (hereinafter called the "LESSOR"), and the Trustees of 1HE OWASSO PUBLIC WORKS AUTHORITY, a pub- lic trust as hereinafter set forth (hereinafter called the "LESSEE"), witnesseth: The abovementioned Authority is a public trust, for the use and benefit of the aforesaid municipal corporation, created and existing under and by virtue of a certain Declaration of 'Trust and an acceptance of benefi- cial interest thereunder by the governing body of said municipality upon behalf of the municipality, ~ld the provisions of Sections 176 to 180, inclusive, of Title 60, O~~a}loma Statutes 1971, and the Oklahoma Trust Act. As thereby authorized, the property demised and leased hereunder is to be held and aruninistered by the tnlstees of said Authority for the performance and furtherance of authorized or proper functions of the beneficiary n1U.Yllcipality; and said property also is to be held, and the covenants, agreements, provisions and conditions hereinafter contain- ed to be kept, obserJed and performed on the part of tl~ I~SSEE, and the rights and privileges of LESSEE hereunder are to be exercised by the Trus- tees of said Authority as such Trustees, and not otherwise. .ARTI CLE I LEASED PROPERTY SECTION 1. Pursuant to Ordinance No. 158 which was passed and ap- proved by the governing boa.)7 or~m1JJlicipality on the 12th day of June , Clnd for 2,nd in consideration of the covenants: agreemenf.5;pTOV:i:SIOns ana: conditions hereinafter contained on the part of LESSEE to be kept, ObSel\Ted and performed, LESSOR has denlised and leased, and. hereby does demise and lease, unto LESSEE, the following property: LAW OFFICES HIRSH, JOHANNING AND HUDSON OKLAHOMA CITY A. A T E R S E W E R & G A R B A G E All of the follm.;ing described proprietary, revenue-producing utility properties, systems and facilities of LESSOR: (1) All of the water production, storage, transportation and distribution system and facilities, including all tangible property, Teal and personal, and all interests therein, apper- taining or related thereto or used 1ll connectIon therewith, and all rights-of-way, easements, licenses, and other rights and privileges, appertainIng 01 related to such system and facilities or the use thereof, now belongIng to LESSOR or un- der its custody, management or control; and (2) All of the sanitary se'Wage collection, transportation, processing and disposal system and facilities, including all tangible property, real and personal, and all interests therein appertaining or related thereto or used in connection therewith, and all rights~of-way, easements, licenses, and other rights and privileges, appertaining or related to such system and facilities or the use thereof, now belonging to LESSOR or under its custody, management or control; and (3) All of the garbage and trash collection, transportation. processing and disposal facilities, lllcluding all tangi- ble property, real and personal, and all interests therein, appertaining or related thereto or used in connection tr.ere- with, and all rights-of-way, easements, licenses, and other rights and privileges, appertaining or related thereto or to the use thereof, now belonging to LESSOR or under its custody, management or control; and (4) All of the property specifically described in the "Schedule of Specific Property" hereto attached; and LAW OFFICES HIRSH. .JOHANNING AND HUDSON OKLAHOMA CITY B. Any and all proprietary, revenue-producing utility syst6ns and facilities, and any and all additions and/or improvements to any proprietary, revenue-producing utility systems and facilities (includ- ing, but not lmlited to, each presently-existing system and facilities men- tioned in paragraph "A'1 of this Section), and any and all tangible property, real or personal, and any and all interests tllerein, appertaining or relat- ed to any such system and facilities or used in connection therewith, and any and all rights-of-\~y, easements, licenses, or other rights or privil- eges, appertaining or related to any such system and facilities or the use thereof, which may, hereafter, be acquired by said City or which shall, hereafter, come llilder its custody, management or control: It being the intent of this paragraph l1B" that any of the foregoing, immediately upon acquisition of ownership, custody, management or control thereof by said City shall bec~ne and be a part of the property demised and leased here- under. SECTION 2. Any and all property, systems and facilities purchased and/or constructed and/or installed by LESSEE with the proceeds of indebtedness incurred by LESSEE and secured by its leasehold interest in and to any of the property described in Section 1 of this Article, or by the revenues (or any part L~ereof) from a~y of the property described in Section 1 of this Pu'ticle, shall, immediately upon such purchase aIld/or construction and/or installation by LESSEE, become the property of LESSOR and become and be a part of the property demised and leased hereunder. ARTICLE II TERM To have and to hold the above-described leased property unto LESSEE for and during the tern of fifty (50) years, commencing at 12:01 o'clock A.M. on the 14th day of ~__, 1973, a."1d extending to and includ~ng the 13thQ.'aY of Julv , 2023, and so long thereafter as any lndebt- eooess incurredby'LESStE secureCfby the revenues of any of the property described in Article I hereof (or any part thereof) shall remain unpaid, Ullless such term be terml11ated sooner, as hereinafter provided. ~...... ()FFICE:S HIRSH, .JOHANNING A,........ HUDSON OKLAHOMA CITY ARTICLE III CHANGES IN LEASED PROPERTI SECTION 1. LESEE shall have the right to change the location of any personal property demised and leased hereunder, or to sub- stitute, for any personal property demised and leased hereunder, other property of siml1ar character of not less than equal v~lue at the time of such substitution. In the event of any such change of location or substitution under authority of this Section, LESSEE shall deliver to LESSOR a written statement describing the property so moved and the lo- cation to which the same was moved, or a description of the property for which other property was so substituted, with a description of the substitute property, as the case may be. No substitute property shall be deemed to comply with the requirements of this Section if there shall exist any lien or encumbrance whatsoever upon LESSEE's title thereto. Title to any such substitute property shall vest in LESSOR immediately upon installation and shall become arld be a part of the property demised and leased hereunder. SECTION 2. In the event that any of the property demised and leased hereunder shall become no longer useful or needful for the purpose of t11is Lease, and other property not be substituted therefor, the same shall be redelivered by LESSEE to LESSOR at the then-current location of such property. A \\'Titten statement describing the property and its location furnished by LESSEE to LESSOR shall constitute redeliv- ery of the property by LESSEE to LESSOR, and, upon such redelivery, the property shall cease to be a part of the property demised and leased hereunder. ARTICLE IV LEASE CONSIDERATION The consideration of this Lease shall be th~ installation and construction of improvements to the Leased and operation of the Leased Property 9 all for the purpose o:E aiding the LESSOR in the performance of its public functii0~~ ~D 3~~ to:tl1 In, th~ Declaration of Trust of the LESSEE and the installa e',n a:ad. constructlOn, of saId improvements and. the said oper- ation .:;hal] lute the total comnderation for this Lease for the entire ~pYfi' and all extenSIons and renewals thereof as hereinafter provided. , I I LAW OFFICES HIRSH, JOHANNING AND HUDSON OKLAHOMA CITY ARTICLE V LEASE PURPOSE The property described in Article I hereof is demised and leased to LESSEE for the purpose of enabling LESSEE to execute and per- form, and to further the execution and performance of, public functions of LESSOR as provided in the Declaration of Trust of the above-mentioned 1HE aVASSO PUBLIC WORKS AUTIIORITY, and not othenvise. ARTICLE VI COVENANTS LESSEE hereby covenants and agrees: (a) That it will operate and maintain, at its own cost and expense, all of the property dennsed and leased hereunder, in a good and efficient manner, and will protect and hold harmless the LESSOR from any loss, cost, expense or damage directly or indirectly connected WIth, or arising out of, the maIntenance or operation ot sald property. (b) That it will comply with all valid acts, rules and regulations, orders and directlOns of any legislative, executive or admim..strative body or officer having Juris- diction applicable to said property and a,"lY part thereof, or its operation or matntenance. (c) That it will do and perform all things necessary and practical to accrnrrpllsh the purposes of 11IE OWASSO PUBLIC WORKS AUTIIORITY, in respect of ArtIcle V of thiS Lease, Klthin the scope of the powers and duties set forth in the Declaration of Trust of said Authority, and WIthin the scope of any con~ tract securing any Indebtedness Incurred by the Tru:;tees of said Authority pursuant to said Declaration of Trust. (d) That it will not encumber or permit to be encuPlbered the title of the LESSOR to any part the leased prop"" erty described ArtIcle 1 of this Lease, or any substitu- tions therefor, or in any manner perrrut any such titLe to said property to be with payment of any obHga- tion for the payment sum PROV IDED, that the foregoing shall not prevent the encuTnbrance or the \Ji LAW OFFICES HIRSH. JOHANNING AND HUDSON OKLAHOMA CITY leasehold interest of the LESSEE to all or any specific portion of the leased property in CO!UlectlOn wIth the 1,n- curring of .mdedbtedne;,s authorIzed by the DeclaratIOn of Trust of the aforesaid Authoflty or by law; PROVIDED FUR- TIffiR, that if and so long as the IncurrIng of any such in- debtedness 15 requued by applIcable law to have been approv- ed by the governIng body of the BenefIcIary or the members of such governing body, no such Indebtedness shall be in- curred until after, and pursuant to, such approval. ARTICLE VII PROHIBITION OF LIENS The LESSEE shall have no Tight or authority whatsoever to allow the title of the LESSOR to the leased property or any part thereof to be subjected to any lnechanlc1s or materialmen's lien or other lien. All persons dealing \,,'i th the LESSEE shall take notice of the foregoing and shall look solely to the LESSEE for the payment of any indebtedness. ARTICLE VII I ASSIG~1ENT The LESSEE shall have no right to assign this Lease; PROVIDED, that an assignment thereof IDvolved 1n, or made as an .ll1Cldent to, encumbrance of the leasehold as pennltted by the Declaration of Trust of the afore- said .Authority, or the subleasing of the leased property or any portion thereof for or as a part of the operat::um thereof, shall not be constru- ed as being prohIbited hereby, ARTICLE IX 'fERlvUNATION SECTION 1. This Lease, automatically, shall terminate: (a) At the end of the tenn as set forth in Article II and Article XII hereof; or (b) In the event that there shall be a default in the Lease ConSIderatIon herein prOVIded and such default shall contlllue for a period of nInety (90) days after not1ce ill wTltUlg given by LESSOR to LESSEE and, if there then be any funded debt of the LESSEE, also to the tTustee 01" trustees for such funded debt; or LAW OFFICES HIRSH. .JOHANNING AND HUDSON OKLAHOMA CITY (c) In the event that there shall be a failure of any additional consideratIon on the part of the LESSEE or a breach of any covenant or condition herein required to be performed by LESSEE and such failure or breach shall continue for a period of ninety (90) days after demand in writing for the performance thereof or compliance therewith given by LESSOR to LESSEE and, if there then be any fUnded debt of the LESSEE, also to the trustee or trustees for such funded debt; or Cd) In the event that all funded indebtedness in- curred by t.he LESSEE during the term of this Lease as set forth in Article II and Article XII hereof and secured by the leasehold and/or the reve- nues from the leased property, or by any part of either or both, shall have been fully paid and extinguished (other than by refunding), unless the LESSOR shall, prior to such tIme, in \vriting notify LESSEE that the LESSOR elects that the provisions of this paragraph Cd) shall not apply thereto; PROVIDED, that this Lease shall not terminate and none of the foregoing provisions for termination shall be effective or operable until all in- debtedness of LESSEE secured by the Leased Property or any of its reve- nues shall have been paid Ot' full provision for its payment made. SECTION 2. No waiver by LESSOR for any failure or breach as afore- said shall operate as a waIver any subsequent failure or breach of or by the LESSEE \~latsoever, SECTION 3. At the tenninatl.on of this Lease as aforesaid, LESSEE shall deliver to LESSOR the leased property and all sub- stitutions therefor in good and serviceable condition, ordinary wear and natural deterioration exeepted, and LESSOR shall have the right to repossess the same; whereupon, all iIlterest of LESSEE in and to the leased property under this Lease, shall, ipso facto, ternlinate, If the provisions of the Declaration of Trust of the aforesaid AuthorIty shall be or become inoperative, for any reason prior to terminatIon of said trust 111 accordance with the terms of said Declaration of Trust, this Lease shall, at the same time, be and become null an.d VOId. This provlsion shall be a condition sub- sequent only. SECTION 4. '\ LAW OFFICES HIRSH. .JOHANNING AND HUDSON OKLAHOMA CITY (d) Any such notice and/or demand to a Trustee for the owners of any funded debt of the LESSEE shall be addressed to the last such Trustee as shall appear of record in the office of the County Clerk of Tulsa County, Oklahoma; and the giver of such notice and/or demand shall not be required to ascer- tain whether or not such trustee theretofore had been succeed- ed, displaced or removed, or whether or not there shall be a- nother trustee for such funded debt, in order for such notice and/or demand to be effective hereunder. ARTICLE XII. RENEWAL At the expiration of the tenn of this Lease, the LESSEE shall have the option to renew this Lease for the same number of years expressed in Article II here- of, with such renewed Lease to be on the same terms, conditions, covenants and provisions as herein contained, including this provision for renewal, by giv- ing notice in writing to LESSOR of the exercise of such option and filing a copy of said notice in the office of the County Clerk of Tulsa County, Okla- homa, not more than six months prior to the expiration of the term hereof. In the event of the exercise of such option as aforesaid, no new writing shall be required to effect such renewal in accordance with the terms of this Lease and said notice. IN WITNESS VlliEREOF, the City of ~vasso, Oklal1oma, a municipal corporation, as LESSOR, and the Trustees of The ~','clsso Public Works Authority, a public trust as LESSEE, have hereunto set their hands, executing this Lease in several multiple originals all of which constitute one and the same instrument, on this ,-i/~ day of ()~4-'~k:- , 1973. 77 {/ - ATTEST: (Seal) THE CITY Ot/,eW.A$SO, OKLAHQ'vlA /F / / / ! I /-7 ( /, 'b/ ==- \ I {);,(c:"_ , ( t:"-"v~"""- ! -~M'ayor . --,~ By THE OWASSO PYELI." WOIU(S AUTIlORITI By / I ~ /-7 ~'(/ ",.-".. , ~~J~1rii~;;~ ATTEST: (Seal) -9- LAW OFFICES HIRSH, JOHANNING AND HUDSON OKLAHOMA CITY SCHEDULE OF SPECIFIC PROPERTY The specifically-described property mentioned in Paragraph A of Section 1 of Article I of the Lease to which this Schedule is attached as a part thereof is described as follows: All of that part of the NEl/4 SWl/4 NEl/4 of Section 31, Township 21 North, Range 14 East of the Indian Base & Meridian, Tulsa County, Okla- homa being more particularly described as follows, to wit: Beginning at a point in the north boundary of said NEl/4 SW1/4 NEl/4 125.7 feet east of the northwest corner thereof, said point being also in the south boundary of Ivadel Addition, according to the official recorded plat thereof; thence east along the north boundary of said NEl/4 SWl/4 NEl/4 a distance of 217.80 feet to the southwest corner of Block 2 of said Ivadel Addition; thence 900 to the right a dis- tance of 100.00 feet; thence west and parallel to the north boundary of said NEl/4 SW1/4 NEl/4 a distance of 217.80 feet; thence north 100.00 feet to the point of beginning, containing 0.50 acres. LAW OFFICES HIRSH, .JOHANNiNG AND HUDSON OKLAHOMA CITY STATE OF OKLAHO\1A ) ) SS ) COUNTY OF TULSA On this day of 9~~;!j;t , 1973, before me, the illldersigned Notary lic in and for the abovenamed State and Coooty, personally appeared ~~: ~ to me known to be the identical person who xecuted the within and foregoing Lease upon behalf of the municipal corpo- ration named as LESSOR therein as the Mayor of said milllicipal corporation, 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. WITNESS 1v1Y HAND and seal the date above ,<<itten. GfJfigA-~ ))l. c1~4 Notary Public (Seal) My Commission Expires: