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Home My WebLink About2017.09.19_OPWA AgendaPUBLIC NOTICE OF THE MEETING OF THE OWASSO PUBLIC WORKS AUTHORITY Council Chambers, Old Central Building 109 N Birch, O r y Regular OK 74055 10JJ �,.� Tuesday, September 19, 2017 - 6:30 pm 1. Call to Order Vice -Chair Chris Kelley 2. Roll Call 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. Approve minutes: • September 5, 2017, Regular Meeting • September 12, 2017, Regular Meeting B. Approve claims 4. Consideration and appropriate action relating to items removed from the Consent Agenda 5. Consideration and appropriate action relating to the purchase of a dump truck for the Water Division and declaration of a surplus vehicle Travis Blundell Staff recommends approval to purchase a 2018 Ram 5500 regular cab, diesel, four -wheel drive truck with a dump bed in the amount of $62,019.15 from Bob Howard Chrysler Jeep Dodge of Oklahoma City, Oklahoma, per Oklahoma State Bid Contract SW60035; and to declare the 2002 Chevy Silverado dump bed truck as surplus. 6. Consideration and appropriate action relating to the purchase of a pickup truck for the Recycle Division and declaration of a surplus vehicle Roger Stevens Staff recommends approval to purchase a new Ford F250 regular cab dedicated CNG pickup in the amount of $37,458 from Bill Knight Ford of Tulsa, Oklahoma, per Oklahoma State Bid Contract SW60035; and to declare the 1996 Dodge 1500 pickup truck as surplus. Consideration and appropriate action relating to a budget amendment for debt service Linda Jones Staff recommends approval of a budget amendment increasing the appropriation for expenditures for debt service by $50,000 for debt pre - payment of Oklahoma Water Resources Board (OWRB) Series 1999B, 2001 B, and 2001 C Notes. OPWA September 19, 2017 Page 2 8. Consideration and appropriate action relating to a Development and Financing Agreement with BROGRAN, LLC (Mowery Loffs & Retail) for Tax Increment Financing, Owasso Redbud District, Increment District No. 1, Development Project Assistance Sherry Bishop Staff recommends approval of the Development and Financing Agreement with BROGRAN, LLC. 9. Report from OPWA Manager 10. Report from OPWA Attorney 11. Official Notices to Authority (documents for acknowledgment or information only, no discussion or action will be taken) • Payroll Payment Reports - Pay Period Ending Date 9/2/17 • Monthly Budget Status Report - August 2017 12. New Business (New Business is any item of business which could not have been foreseen at the time of posting of the agenda) 13. Adjournment Notice of Public Meeting filed in the office of the City Clerk and the Agenda posted at City Hall, 200 S Main St, at 6:00 pm on Friday, September 15, 2017. j!// ZV Sherry Bishol- City Clerk OWASSO PUBLIC WORKS AUTHORITY MINUTES OF REGULAR MEETING Tuesday, September 5, 2017 The Owasso Public Works Authority met in regular session on Tuesday, September 5, 2017, in the Council Chambers at Old Central, 109 N Birch, Owasso, Oklahoma, per the Notice of Public Meeting and Agenda filed in the office of the City Clerk and posted at City Hall, 200 S Main St, at 6:00 pm on Friday, September 1, 2017. 1. Call to Order Chair Lyndell Dunn called the meeting to order at 8:27 pm. 2. Roll Call Present Absent Chair - Lyndell Dunn Trustee -Jeri Moberly Vice -Chair - Chris Kelley Trustee - Doug Bonebrake Trustee- Bill Bush 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. Approve minutes: • August 15, 2017, Regular Meeting B. Approve claims Dr. Kelley moved, seconded by Mr. Bonebrake to approve the Consent Agenda with claims totaling $731,421.47. YEA: Bonebrake, Bush, Kelley, Dunn NAY: None Motion carried: 4 -0 4. Consideration and appropriate action relating to items removed from the Consent Agenda None 5. Consideration and appropriate action relating to a contract for engineering services for the Wastewater Treatment Plant and Main Plant Lift Station Expansion Project Travis Blundell presented the item recommending approval of an Agreement for Engineering Services with CP &Y, Inc., in the amount of $1,040,000 and authorization for the Chair to execute the agreement. OPWA September S, 2017 Page 2 There were no comments from the audience. After discussion, Mr. Bonebrake moved, seconded by Dr. Kelley to approve the agreement in the amount of $1,040,000 with CP &Y, Inc., and authorize the Chair to execute the agreement, as recommended. YEA: Bonebrake, Bush, Kelley, Dunn NAY: None Motion carried: 4 -0 6. Consideration and appropriate action relating to sanitary sewer improvements included in the contract for the E 76 Street North and Main Street Intersection Improvements project and approval of a budget amendment Roger Stevens presented the item recommending approval for the expenditure of OPWA funds for sanitary sewer improvements included in Change Order #3 to the contract for E 76 Street North and Main Street Intersection Improvements and approval of a budget amendment increasing the appropriation for expenditures in the amount of $147,180. There were no comments from the audience. After discussion, Mr. Bush moved, seconded by Mr. Bonebrake to approve the budget amendment and to increase the appropriation for expenditures, as recommended. YEA: Bonebrake, Bush, Kelley, Dunn NAY: None Motion carried: 4 -0 7. Report from OPWA Manager None 8. Report from OPWA Attorney None 9. Official Notices to Authority (documents for acknowledgment or information only, no discussion or action will be taken) • Payroll Payment Reports - Pay Period Ending Date 8/19/17 10. New Business (New Business is any item of business which could not have been foreseen at the time of posting of the agenda) None 11. Adjournment Mr. Bonebrake moved, seconded by Mr. Bush to adjourn the meeting. YEA: Bonebrake, Bush, Kelley, Dunn NAY: None Motion carried 4 -0 and the meeting adjourned at 8:44 pm. Chris Kelley, Vice -Chair Lisa Wilson, Minute Clerk OWASSO CITY COUNCIL, OPWA & OPGA MINUTES OF JOINT REGULAR MEETING Tuesday, September 12, 2017 The Owasso City Council, Owasso Public Works Authority, and Owasso Public Golf Authority met in a joint regular meeting on Tuesday, September 12, 2017, in the Council Chambers at Old Central, 109 N Birch Street, Owasso, Oklahoma, per the Notice of Public Meeting and Agenda filed in the office of the City Clerk and the Agenda posted at City Hall, 200 S Main St, at 6:00 pm on Friday, September 8, 2017. 1. Call to Order Vice - Mayor /Vice -Chair Chris Kelley called the meeting to order at 6:00 pm. Present Absent Vice - Mayor /Vice- Chair- Chris Kelley Mayor /Chair- Lyndell Dunn Councilor /Trustee - Doug Bonebrake Councilor /Trustee - Bill Bush Councilor /Trustee -Jeri Moberly A quorum was declared present. 2. Discussion relating to Community Development items A. Easement Closure - Wahle Homes, LLC (7906 N 144 E Ave) B. Easement Closures (2) - Seven6Main (201 S Main) C. Annexation - Mingo Crossing (OA- 17 -04) (south of E 106 St N and N Mingo Rd) D. Annexation and Rezoning - Morrow (OA- 17 -02) (OZ- 17 -01) (SE corner of E 126 St N and N 139 E Ave) E. Final Plat - Morrow Place (south of E 126 St N on N 129 E Ave) F. Final Plat - Estates at Morrow Place (north of E 116 St N on N 129 E Ave) G. New Zoning Code Bronce Stephenson presented each item and discussion was held. It was further explained that items 2A, B, C, D, E, and F would be on the September 19, 2017, Council agenda for consideration and action; and item 2G would be placed on the October work session agenda for additional discussion. 3. Discussion relating to Tax Increment Financing, Owasso Redbud District, Increment District No. 1, Development Project Assistance - proposed Development and Financing Agreement with BROGRAN, LLC, (Mowery Lofts & Retail) Bronce Stephenson presented the item and discussion was held. It was further explained that a proposed development agreement would be placed on the September 19, 2017 OPWA agenda for consideration and action. 4. Discussion relating to Fire Department items - Owasso Public Safety Operations and Training Complex project A. Communications Tower Project - Bid Review B. LPG Live -Fire Training Props and Fire Room Lining System - Bid Review C. Self- Contained Breathing Air Compressor and Assistance to Firefighter Grant D. Contract with Williams Spurgeon Kuhl and Freshnock (WSKF) for Construction Administration Services David Hurst and Mark Stuckey presented the items and discussion was held. It was further explained that all items would be placed on the September 19, 2017, Council agenda for consideration and action. Owasso City Council, OPWA & OPGA September 12, 2017 Page 2 5. Discussion relating to Administrative items A. City Clerk Policy B. Council Policy Statements C. Rates /Fees proposed changes: • Animal Control fees • Ambulance service fees • Community Development fees (Building Services) D. Oklahoma Water Resources Board (OWRB) Note Payoff Sherry Bishop presented each item and discussion as held. It was further explained that items 5 A, B, C would be placed on the September 19, 2017, Council agenda for consideration and action; and 5 D would be placed on the OPWA agenda for consideration and action. 6. Discussion relating to City Manager items • Monthly sales tax report - Linda Jones presented the sales tax report and discussion as held. • City Manager report - Mr. Lehr reported on activities of the Fire Department during their annual fundraiser for the Muscular Dystrophy Association; a groundbreaking scheduled for Friday, September 29 at 9:00am for the Public Safety Operations and Training Complex; the annual conference of the Oklahoma Chapter of the American Planning Association; a local Girl Scout community service project; and notification to be sent to Owasso dental practices regarding new wastewater discharge regulations by the Environmental Protection Agency. 7. City Council /Trustee comments and inquiries None 8. Adjournment The meeting adjourned at 7:53 pm. Chris Kelley Vice - Mayor /Vice -Chair Juliann M. Stevens, Deputy City Clerk Fund Claims List - 9119/2017 Vendor Name 61 OPWA AEP IPSO AT &T BLUE ENERGY FUELS, LLC CINTAS CORPORATION CITY GARAGE CITY GARAGE JPMORGAN CHASE BANK JPMORGAN CHASE BANK ONEOK, INC OKLAHOMA NATURAL GAS UNIFIRST HOLDINGS LP Payable Description Payment Amount ELECTRIC USE $1,215.65 LONG DISTANCE PHONE $7.23 CNG FUEL PURCHASES -AUG, $36.57 FIRST AID KIT SUPPLY $12.95 LABORIOVERHEAD - SEPT, 20 $141.58 VEHICLE PARTS PURCH - AUG $801.20 CHAMBERLUNCHEON $15.00 CHARACTER TRAINING $15.26 NATURAL GAS USAGE $98.59 UNIFORM CLEANING $72.04 OPWA ADMINISTRATION -Total $2,416.07 AEP IPSO ELECTRIC USE $165.86 CITY GARAGE LABOR/OVERHEAD - SEPT, 20 $530.58 CITY GARAGE VEHICLE PARTS PURCH - AUG $2.50 JPMORGAN CHASE BANK ADMIRAL EXP -PAPER $65.45 JPMORGAN CHASE BANK AMAZON -DVR REPLACE $62.99 JPMORGAN CHASE BANK OFFICE EVERYTHING LLC $101.16 OSI ENVIRONMENTAL INC OIUANTIFREEZE RECYCL $80.00 TERMINIX PEST CONTROL $59.00 UNIFIRST HOLDINGS LP UNIFORM CLEANING $26.48 RECYCLE CENTER -Total $1,094.02 BLUE ENERGY FUELS, LLC CNG FUEL PURCHASES -AUG, $3,186.54 BUMPER TO BUMPER AUTO PARTS HALOGEN BULBS $14.00 CITY GARAGE LABOR/OVERHEAD - SEPT, 20 $4,576.67 CITY GARAGE VEHICLE PARTS PURCH - AUG $4,597,55 COVANTA LANCASTER, INC REFUSE TIPPING FEES $12,254.55 FLEETCOR TECHNOLOGIES FUELMAN EXPENSES- $2,732.13 AUGUST JPMORGAN CHASE BANK AMERIFLEX -PARTS $94.80 JPMORGAN CHASE BANK BUMP2BUMP -FUSES $42.54 JPMORGAN CHASE BANK BUMP2BUMP -PARTS $9.13 JPMORGAN CHASE BANK CUMMINS - REPAIR SVC $631.51 JPMORGAN CHASE BANK FASTENAL- SCREWS /NUTS $4.00 JPMORGAN CHASE BANK OREILLY -PARTS $24.65 JPMORGAN CHASE BANK SEMI CR -TRUCK WASH $195.00 JPMORGAN CHASE BANK SEMI -TRUCK WASH $65.00 JPMORGAN CHASE BANK STEVES WHLSLE- SUPPLIE $57.94 UNIFIRST HOLDINGS LP UNIFORM CLEANING $72.22 REFUSE COLLECTIONS -Total $28,558.23 DONALD RAY HILTON METER READER $273.50 KORY MCCRACKEN METER READER $273.50 1 Claims List - 9119/2017 Fund Vendor Name Payable Description Payment Amount 61 OPWA TECHNICAL PROGRAMMING SERVICES BILLING SERVICES $3,688.43 INC TODD C. KIMBALL METER READER $1,40115 UTILITY BILLING -Total $5,637.18 AEP IPSO ELECTRIC USE $7,569.20 BLUE ENERGY FUELS, LLC CNG FUEL PURCHASES -AUG, $197.24 CINTAS CORPORATION FIRST AID KIT SUPPLY $26.28 CITY GARAGE LABOR /OVERHEAD - SEPT, 20 $1,385.42 CITY GARAGE VEHICLE PARTS PURCH -AUG $1,168.68 FLEETCOR TECHNOLOGIES FUELMAN EXPENSES - $182.72 FLEETCOR AUGUST FUELMAN EXPENSES - JPMORGAN CHASE BANK BROWN FARMS - SUPPLIES $57.50 JPMORGAN CHASE BANK HD SUPPLY - SUPPLIES $205.50 JPMORGAN CHASE BANK HD SUPPLY - MATERIALS $189.15 JPMORGAN CHASE BANK J&R EQUIP -PARTS $489.05 JPMORGAN CHASE BANK LOWES -PARTS $95.76 JPMORGAN CHASE BANK LOWES- SUPPLIES $69.96 JPMORGAN CHASE BANK PLAN B SVC- REPAIR $963.05 ONEOK, INC OKLAHOMA NATURAL GAS NATURAL GAS USAGE $184.12 UNIFIRST HOLDINGS LP UNIFORM CLEANING $78.66 VERDIGRIS VALLEY ELECTRIC COOP COFFEE CREEK ELECTRIC $486.94 VERDIGRIS VALLEY ELECTRIC COOP GARRETT CREEK ELECTRI $182.55 VERDIGRIS VALLEY ELECTRIC COOP GARRETT CREEK ELETRIC $142.35 VERIZON WIRELESS WIRELESS CONNECTION $80.02 WASTEWATER COLLECTIONS -Total $13,754.15 AEP /PSO ELECTRIC USE $25,295.76 AT&T LONG DISTANCE PHONE $1.55 CITY GARAGE LABOR/OVERHEAD - SEPT, 20 $1,024.50 CITY GARAGE VEHICLE PARTS PURCH -AUG $82.81 FLEETCOR TECHNOLOGIES FUELMAN EXPENSES - $668.03 AUGUST JPMORGAN CHASE BANK ACCURATE ENV - TESTING $150.00 JPMORGAN CHASE BANK AMAZON - BATTERY BACKUP $129.00 JPMORGAN CHASE BANK DEQ- APPLICATION /FEES $447.71 JPMORGAN CHASE BANK FORT BEND - POLYMER $2,788.00 JPMORGAN CHASE BANK GRAINGER -TOOLS $93.46 JPMORGAN CHASE BANK GREEN ACRE -ROCK $275.00 JPMORGAN CHASE BANK GREEN CO- SLUDGE TEST $100.00 JPMORGAN CHASE BANK HACH CO- REAGENT $316.67 JPMORGAN CHASE BANK HACH CO- REAGENTS $423.41 JPMORGAN CHASE BANK HACH CO- TUBING $150.55 JPMORGAN CHASE BANK LABCHEM- SHIPPING $9.94 2 Claims List - 9/19/2017 Fund Vendor Name Payable Description Payment Amount 61 OPWA JPMORGAN CHASE BANK LOWES- REFUND ($3.43) JPMORGAN CHASE BANK LOWES -WATER FILTERS $141.75 JPMORGAN CHASE BANK NCL OF WISC- FILTERS $74.19 JPMORGAN CHASE BANK NCL OF WISC - REAGENTS $79.25 JPMORGAN CHASE BANK NCL OF WISC - SUPPLIES $165.75 JPMORGAN CHASE BANK OFFICE DEPOT - SUPPLIES $92.13 JPMORGAN CHASE BANK POWERCOM - SUPPLIES $192.80 JPMORGAN CHASE BANK UPS- POSTAGE $227.83 JPMORGAN CHASE BANK VACMOTION- SCREENS $37.90 JPMORGAN CHASE BANK W MGMT - SLUDGE REMOVAL $4,441.11 JPMORGAN CHASE BANK WASTE MGMT - SLUDGE REM $3,149.78 SCHUERMANN ENTERPRISES, INC REPAIR SERVICE $1,418.97 UNIFIRST HOLDINGS LP UNIFORM CLEANING $137.78 VERIZON WIRELESS WIRELESS CONNECTION $80.02 WASTEWATER TREATMENT -Total $42,192.22 AEP /PSO ELECTRIC USE $432.85 BLUE ENERGY FUELS, LLC CNG FUEL PURCHASES - AUG, $98.49 CINTAS CORPORATION FIRST AID KIT SUPPLY $26.28 CITY GARAGE LABORIOVERHEAD - SEPT, 20 $1,720.17 CITY GARAGE VEHICLE PARTS PURCH -AUG $660.18 CITY OF TULSA UTILITIES WATER $317,650.53 FLEETCOR TECHNOLOGIES FUELMAN EXPENSES - $1,027.24 AUGUST HD SUPPLY WATERWORKS, LTD. R9001 WATER METERS $72,600.00 JET TRUCKING, LLC DIRT $130.00 JPMORGAN CHASE BANK BROWN FARMS -SOD $190.00 JPMORGAN CHASE BANK HD SUPPLY -PIPE $180.00 JPMORGAN CHASE BANK HD SUPPLY - SUPPLIES $1,013.18 JPMORGAN CHASE BANK RED WING -BOOTS $169.99 JPMORGAN CHASE BANK WELDON- LIGHTS $16628 TWIN CITIES READY MIX, INC CONCRETE $648.00 UNIFIRST HOLDINGS LP UNIFORM CLEANING $101.30 VERDIGRIS VALLEY ELECTRIC COOP WATER CONTROL ELECTRI $30.60 WATER •Total $396,845.09 OPWA •Total $490,496.96 OPWA Grand Total $490,496.96 3 The City Wit lout Limits. TO: The Honorable Chair and Trustees Owasso Public Works Authority FROM: Travis Blundell Utility Superintendent SUBJECT: Purchase of a 2018 Dump Bed Truck Water Division DATE: September 15, 2017 BACKGROUND: Public Works Department staff annually assesses the motor fleet in order to determine the safety and reliability of the vehicles assigned to each Department. These evaluations are used as the basis for vehicle replacement and Public Works budgeting. Based upon the assessment of the motor fleet, staff proposed the replacement of the 2002 Chevy Silverado Dump Bed truck in the Water Division. This vehicle is used to haul spoils, dirt, gravel and debris to and from the job site. Upon the purchase of the new dump bed truck, it is being recommended that the 2002 Chevy Silverado Dump Bed truck be declared surplus and disposed of via on -line auction. VEHICLE DESCRIPTION: The purchase of a 2018 44 Ram 5500 regular cab diesel truck is proposed. The truck includes a maximum towing package, electronic brake controller, back -up camera, a Henderson 11'6" dump body, with an LED lighting package, electric tarp, and ten -ton pintle hitch. FUNDING: The FY 2017 -2018 Water Divisions budget includes $70,000 for the purchase of a new vehicle. RECOMMENDATION: Staff recommends approval to purchase a 2018 Ram 5500 regular cab, diesel, four -wheel drive truck with a dump bed in the amount of $62,019.15 from Bob Howard Chrysler Jeep Dodge of Oklahoma City, Oklahoma, per Oklahoma State Bid Contract SW60035. Staff further recommends that the 2002 Chevy Silverado Dump Bed truck be declared surplus to the needs of the OPWA and disposed of via on -line auction. ATTACHMENT: Bob Howard Chrysler Jeep Dodge Bid Quote H September 12, 2017 BOB HOWARD Ron Vaughan CHRYSLER JEEP DODGE City of Owasso Public Works 301 West 2ntl Avenue Owasso, OK 74055 RE: 2018 RAM 5500 REGULAR CAB CAB /CHAS5154X4 168.5-WD/84-CA Dear Mr. Vaughan; Please find attached the specifications for the requested truck along with the specifications for the requested dump bed. Pricing as follows is per the State of Oklahoma Vehicle Contract SW60035: Item #t 1000028553 2018 RAM 5500 REGULAR CAB CAB /CHASSIS 19,500# Regular Cab Truck Cab & Chassis BASE $30,791.00 OPTIONS: ADD L64 84" Cab to Axle 185.00 29A 6.7 L Cummins Turbo Diesel Engine 9,253.00 DPOL64 Four Wheel Drive with Skid Plates 2,599.00 LBN PTO Prep Package 280.00 LM1 Daytime Running Lamps N.C. Additional Ignition Only Key 125.00 TUY 22517OR 19.5 G Traction Tires 240.00 STD Hitch Wiring N.C. XHC Electric Brake Controller 280.00 OPTIONS NOT LISTED: MSRP LESS 6% 115 70 MPH Maximum Speed ($95.00 less 6 %) 89.30 DK3 Electric Shift-on-the-Fly Transfer Case ($295.00 less 6 %) 280.25 ADE Cold Weather Group ($145.00 less 6 %) 137.75 ACL DOT Certified Roadside Safety Kit ($150,00 less 6 %) 141.00 AHD H.D. Snow Plow Prep Group ($250.00 less 6%) 235.00 AIW Power Accessory Group (Power Trailer TOW Mirrors, Power Windows & Power door Locks) Included in Base Price N.C. XXS VSIM Upfitter Electronic Module ($295.00 less 6 %) 280.25 Std Rubber Flooring N.C. MRU Black Side Steps 395.00 XAC Park view Rear Back -Up Camera ($395.00 less 6 %) 371.30 13260 North Broadway Extension, Oklahoma City, OK 73114 phone: 405.936,8900 • P.O. Box 14508 • Oklahoma City, OK 73113 • wvnv.bobhowardauto.com AHQ Max Tow Package ($395.00 less 6 %) 371.30 Henderson 11'6" Dump Body, 18" Fold down sides; 4.5 Yard Capacity; LED Lighting Package; Electric Tarp with Mesh Canvas; Pintle Hitch with 10 Ton Pintle Hook; 7 Way RV Plug; D- rings. Installed with all DOT required Lighting and Flaps (See Attached Literature) NET $15,965.00 Total for Truck and Equipment. $62,019.15 COLOR: PW7 Bright White INTERIOR: Black /Diesel Gray 40/20/40 H. D. Vinyl Split Bench Seat Thank you and if there are any questions please contact me. fffi,A Tom Ayers Governmental /Fleet Sale Manager 0—n-.0c.ty Wt o Limits. TO: The Honorable Chair and Trustees Owasso Public Works Authority FROM: Tim Doyle Public Works - General Services Superintendent SUBJECT: Purchase of One Recycle Division Vehicle DATE: September 15, 2017 BACKGROUND: Public Works Department staff annually assesses the motor fleet in order to determine the safety and reliability of the vehicles assigned to the Department. These evaluations are used as the basis for vehicle replacement and Public Works budgeting. Based upon the assessment of the motor fleet, staff proposed the removal of one (1) 1996 Dodge 1500 pickup truck in the Recycle Division. This vehicle is used to transport staff and haul the plastics trailer from the Recycle Center. The vehicle is 21 years old, has 149,560 miles and is recommended to be removed from service and declared as surplus. VEHICLE DESCRIPTION: The purchase of a new Ford F250, 2 -wheel drive, regular cab, and dedicated CNG pickup truck is proposed. This vehicle will be equipped with the basic package plus the addition of a light bar, spray -in bed liner, and electronic brake controller. FUNDING: The Public Works, FY 2017 -2018 Recycle Division Budget includes $44,000.00 for the procurement of a pickup truck. RECOMMENDATION: Staff recommends the purchase of one (1) new Ford F250 regular cab dedicated CNG pickup in the amount of $37,458.00 from Bill Knight Ford of Tulsa, Oklahoma, Oklahoma State Bid Contract S W 60035. Staff further recommends declaring the 1996 Dodge 1500 pickup truck as surplus to the needs of the Authority and authorize disposal. ATTACHMENT: Bill Knight Ford Bid Quote ITEM # DESCRIPTION QTY UNIT PRICE TOTAL 1000009313 314 ton, reg. cab — dedicated CNG, white 1 $33,331.00 $ 33,331.00 ME Larger Tank Size - 17 gge 1 225.00 $ 225.00 67E 240 AMP Larger Alternator — 200a 1 85.00 -50/e $ 80.00 12VT 12v Power Supply 1 38.00 $ 38.00 942 Daytime Running Lights 1 41.00 $ 41.00 18B Side Steps - Black 1 295.00 $ 295.00 BKF Additional Keys non- remote ... key only 2 $ 65.00 $ 130.00 2S/40 /Console /40 Bucket Seats w /Console 1 379.00 $ 379.00 52B Facto Electric Brake Controller 1 270.00 -5% $ 256.00 Front Tow Hooks Front Tow Hooks 1 38.00 $ 38.00 -.Spray in liner Spray in Bed Liner 1 470.00 $ 470.00 Light bar w /traffic advisor Similar to: SoundOffEPL9000 54" LightBar Amber with LED Takedowns and Alley Lights, Traffic Dir Soundeff 6 Switch Panel 1 2,175.00 $ 2,175.00 Total Price 2018 F250 RC 2WD $37,458.00 T ank yo Greg erring Bill Knight Ford Fleet Center 918 - 526- 2392direct 9607 South Memorial Drive • Tulsa, Oklahoma 74133 -6197 Phone! 918- 526 -2397• Fax: 918-526-2395 nTity Wit out Limits. TO: The Honorable Chair and Trustees Owasso Public Works Authority FROM: Linda Jones, Finance Director SUBJECT: Budget Amendment for Debt Prepayment of OWRB Series 19998, 2001 B, 2001 C DATE: September 15, 2017 BACKGROUND: The Oklahoma Water Resources Board (OWRB) operates the State Revolving Fund (SRF) loan program and the Financial Assistance Program (FAP), These programs provide low interest financing for eligible water, wastewater and stormwater projects. For the past twenty years, all of the OPWA's major water and wastewater projects have been financed by the OWRB. This week, bond counsel informed the City of the Oklahoma Water Resources Board's (OWRB) intention to refinance several issuances owned by the Authority. Three of the issuances, OWRB Series 19998, 2001 B, and 2001 C, originally scheduled to mature in 2019 have provisions allowing the Authority to prepay thereby saving approximately $25,000 in interest costs. Prepayment will necessitate a FY 2017 -18 budget amendment accelerating $50,000 in debt service payments previously scheduled for payment in FY 2018 -19. RECOMMENDATION: Staff recommends approval of a budget amendment increasing the appropriation for expenditures for debt service in the Owasso Public Works Authority budget for FY 2017 -18 by $50,000. sd The City Wit out Limits. TO: FROM: SUBJECT: DATE: The Owasso Public Works Authority City of Owasso Tax Increment Finance District No. 1 Application Review Committee Warren Lehr, City Manager Sherry Bishop, Assistant City Manager/City Clerk Chris Garrett, Assistant City Manager Julie Lombardi, City Attorney Julie Stevens, Deputy City Clerk Linda Jones, Director of Finance Chelsea Feary, Director of Economic Development Bronce Stephenson, Director of Community Development Owasso Redbud District and Increment District No. 1 Development and Financing Agreement September 15, 2017 BACKGROUND: In December 2016, the City Council (OPWA) created the Tax Increment Financing (TIF) District in the downtown Owasso Redbud District area. On April 4, 2017, the Council adopted a Policy Guide for the processing of TIF Assistance in Development Financing applications. The Policy Guide includes the process for application and approval of Development Project Assistance. A developer seeking assistance submits an application to the Application Review Committee. The Committee reviews the application for compatibility with the Project Plan and the Downtown Overlay District Plan, evaluates the qualifications of the applicant, and recommends appropriate performance parameters and requirements. Upon recommendation by the Committee, the development agreement is presented to the OPWA for consideration and approval. An application has been received from BROGRAN, LCC for development assistance on the project known as the Mowery Lofts & Retail at l :t & Main Street. The application and supporting materials was sent to the Center for Economic Development Law (CEDL), the firm that has represented the City of Owasso and guided the creation of the Tax Increment District. CEDL returned the attached contract for consideration. The project appears to meet the criteria set forth in the adopted TIF Project Plan and also to meet the requirements set forth in the adopted Owasso Redbud District and Increment District No. 1 Policy Guide. As established by the Project Plan and Policy Guide, the applicant would be eligible to receive reimbursement of 12% of Hard Construction Costs. The application anticipates construction costs of $4,000,000.00, which would result in a 12% reimbursement of $480,000.00 to BROGRAN, LLC. The contract further outlines obligations of the City and the developer as required in approved TIF documents. RECOMMENDATION: On September 12, 2017, the Review Committee met and voted unanimously to recommend approval to the OPWA, finding that the project is eligible to receive TIF assistance. ATTACHMENT: Development and Financing Agreement with BROGRAN, LLC DEVELOPMENT AND FINANCING AGREEMENT BY AND BETWEEN THE OWASSO PUBLIC WORKS AUTHORITY AND BROGRAN,LLC 2017 DEVELOPMENT AND FINANCING AGREEMENT BY AND BETWEEN THE OWASSO PUBLIC WORKS AUTHORITY AND BROGRAN, LLC THIS DEVELOPMENT AND FINANCING AGREEMENT ( "Agreement ") is made on or as of this day of , 2017, by and between the Owasso Public Works Authority, an Oklahoma public trust ( "Authority "), and Brogran, LLC ("Developer "). WITNESSETH: WHEREAS, the Authority was created by a Trust Indenture, dated as of the 10 °i day of January, 1973, as a public trust for the use and benefit of the City of Owasso, Oklahoma ( "City "), pursuant to the provisions of 60 O.S. § 176, et seq., as amended and supplemented, and other applicable statutes of the State of Oklahoma; and WHEREAS, the City, acting through its City Council, has adopted a resolution accepting the beneficial interest of the Authority on behalf of the City; and WHEREAS, the purposes of the Authority are, in part, to promote development within and without the territorial limits of the City and to help provide facilities and activities which will benefit and strengthen the economy of the City and the State of Oklahoma; and WHEREAS, in order to accomplish its designated purposes, the Authority is empowered to provide funds for the costs of acquiring, constructing, installing, equipping, repairing, remodeling, improving, extending, enlarging, maintaining, operating, administering, and disposing of or otherwise dealing with any properties and facilities; and WHEREAS, the City has approved the Owasso Redbud District Project Plan ( "Project Plan") by Ordinance 1093, dated December 20, 2016, creating Increment District No. 1, the City of Owasso an ad valorem and sales tax increment district ( "Increment District"), pursuant to the Oklahoma Local Development Act, 62 O.S. §850, et seq.; and WHEREAS, the Project Plan envisions the development of the area surrounding Main Street, known as the Redbud District, into a unique place to live, work, shop, and play; and WHEREAS, the Project Plan authorizes the Authority to carry out implementation actions in accordance with development agreements and financing approvals; and WHEREAS, the Developer, consistent with the Project Plan, proposes a mixed -use development, including substantial ground floor commercial retail, 12 residential units, and accompanying parking spaces ( "Project "); and WHEREAS, the Developer owns real property, described and depicted on Exhibit 1, attached hereto ( "Project Site "), which lies within the Project Area as defined in the Project Plan, and proposes to construct and develop the Project on the Project Site; and 1 WHEREAS, the development objectives of the City and the Authority for the enhancement of the Redbud District will be advanced by the Project; and WHEREAS, the parties wish to set forth the manner in which the Project is to be undertaken and implemented; and WHEREAS, the parties deem it appropriate to approve and execute this Agreement, which provides for the implementation of the Project consistent with the Project Plan, and the Authority determines that approval is in the best interests of the City, and the health, safety, and welfare of the City and its residents. IN CONSIDERATION of the mutual covenants and agreements contained herein, the Authority and the Developer hereby agree as follows: ARTICLE I M81931_01101181 W.Le17 _ ►i `►" SECTION 1.01 Scope of Agreement A. The Developer hereby agrees, subject to the terms and conditions hereinafter provided, to cause the design, construction, and completion, in the time period hereinafter described, of the Project on the Project Site substantially in accordance with plans to be approved consistent with this Agreement; and B. The Authority hereby agrees, subject to the terms and conditions hereinafter provided, to provide to the Developer $480,000.00 or as much thereof as is actually received by the Authority of the ad valorem and sales tax increment revenues apportioned under the Project Plan, for the development of the Project in the manner provided in this Agreement, to be utilized exclusively for the payment of Project Costs as hereinafter described. SECTION 1.01 Scope of Development. The Project represents private investment of at least $4,000,000.00. The Project is a mixed -use development in the heart of the Redbud District. The Project will serve as an attraction for visitors to the area and new residents and stimulate additional private development in the area, providing a public benefit to the City. SECTION 1.02 Relationship of the Parties. The implementation of this Agreement is a complex process which will require the mutual agreement of the parties and their timely actions on matters appropriate or necessary to implementation. The parties further agree to consider- and enter into such amendments as are reasonably necessary and appropriate to clarify, refine, or reinforce the commitments made herein or to adjust or modify them in light of changes in market conditions. The parties hereto shall use their best efforts in good faith to perform and to assist others in performing their respective obligations in accordance with this Agreement. 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. 2 I:l_7IBcow= AUTHORITY OBLIGATIONS SECTION 2.01 Project Plan. The Authority shall support the Project in accordance with the Project Plan and this Agreement. SECTION 2.02 Certificate of Com lep tion. Within 30 days after the Developer has completed the construction of the Project, the Authority shall furnish to the Developer a Certificate of Completion, certifying that the Developer has met its construction and development obligations contained in this Agreement. SECTION 2.03 Public Assistance. As authorized by the Project Plan and subject to the terms, conditions, and limitations contained herein, the Authority shall provide assistance in development financing to the Developer in the amount of $480,000.00. Such assistance is to support construction of the Project. ARTICLE III DEVELOPER OBLIGATIONS SECTION 3.01 Design Documents. The Developer shall provide to the City the Development Plans and Specifications for the Project no later than the time for submission of such plans for building permits. The Community Development Department shall review the plans to confirm that the project meets the City's development objectives as reflected in this Agreement and complies with the Project description. SECTION 3.02 Development Obligations. Developer shall cause the Project to be constructed on the Project Site, at no expense to the City or the Authority. The Project must be constructed in accordance with the Development Plans and Specifications approved by the City. The Developer shall secure or cause the appropriate parties to secure all governmental approvals in connection with (a) the construction, completion, and occupancy of the Project; and (b) the development and operation of the Project, including, without limitation, zoning, building code, and environmental laws. The Project shall include the following: A. Building A, consisting of approximately 14,000 square feet, with commercial retail space on the first floor and 8 residential units on the second floor; B. Building B, consisting of approximately 12,000 square feet, with commercial retail space on the first floor and 4 residential units on the second floor; C. Dedicating parking for the residential units; and D. Public parking to serve the commercial retail space along West I" Street and Main Street. 3 SECTION 3.03 Design Documents. Consistent with Section 5.02 of this Agreement, the Developer shall provide to the City Development Plans and Specifications for the Project. Such Development Plans and Specifications shall be simultaneously submitted to the Community Development Department for review and comment. ARTICLE IV ASSISTANCE IN DEVELOPMENT FINANCING SECTION 4.01 Generally. The Project Plan authorizes Project Costs, including assistance in development financing. Such assistance is to support the Project, including the construction of a public improvements benefiting the Project. SECTION 4.02 Payment Obligations. Beginning on the first day of the second quarter of year following completion of the Project, as indicated by issuance of the Certificate of Completion, the Authority shall provide the Developer assistance in development financing in the form of direct annual payments to the Developer of 90% of collected and apportioned ad valorem and sales tax increment revenues generated by the Project, net of administrative costs and expenses authorized by the Project Plan. Such payment obligation shall be payable solely from apportioned tax increment revenues collected from the Increment District. Such payment obligation is conditioned upon the Developer's payment of taxes on the Project Site and upon an increase in taxable value of the Project Site. Such payment obligation shall not exceed $480,000.00. The payments of assistance in development financing shall continue until the occurrence of the first of the following events: (A) $480,000.00 is paid, (B) December 31, 2034, or (C) the Increment District ends and all apportioned increment has been expended. SECTION 4.03 Minimum Ad Valorem Payment Covenant. A covenant subjecting the Project Site to a minimum annual ad valorem payment obligation in the amount of $53,712.00, shall be imposed and shall be filed in the land records of the County Clerk of Tulsa County. Such payment obligation shall begin on January 1, 2019. The minimum ad valorem payment covenant shall continue in effect for the duration of the Increment District. Should the amount billed to the Developer by the Tulsa County Assessor be less than $53,712.00, the additional amount shall be billed to the Developer by the Authority. The Developer shall provide payment to the Authority within 30 days of receipt of the bill from the Authority. SECTION 4.04 Additional Conditions and Terms of Assistance in Development Financing. Notwithstanding anything to the contrary contained herein, under no circumstances shall the Developer be entitled to any payments of assistance in development financing if the Project has not been completed or if the Developer is in default under this Agreement. All payments are subject to availability of increment. SECTION 4.05 Limitations on Assistance in Development Financing Obligations. Notwithstanding anything to the contrary contained herein, in no event shall the total amount of assistance in development financing provided to the Developer under this Agreement exceed $480,000.00. M SECTION 4.06 Sales Tax Increment and Reporting. The sales tax increment is 2% of the gross proceeds or gross receipts derived from commercial retail transactions from new businesses in the Increment District that are taxable under the sales tax code of Oklahoma (including any and all amendments thereto and revisions thereof). The Developer shall provide to the Authority a quarterly status report of retail sales activities within the Project. Such reports shall be made as long as the Increment District remains in effect. Such records shall be made available for review or audit at the offices of the Developer upon written request by the Authority at a reasonable time after such request. The Developer shall use reasonable efforts to cause all leases in the Project to include provisions which waive, for the benefit of the Developer, the Authority, and the City, any and all rights of confidentiality which the lessee may have with respect to sales taxes generated from its business in the Project, and agree that the City and the Authority shall have the right to inspect such books and records of the lessee to determine or confirm the total amount of sales taxes generated from the lessee's business in the Project. The Authority and the City shall use reasonable efforts to maintain the confidentiality of any sales tax information, subject to any laws that may require disclosure thereof. SECTION 4.07 Adjustment or Repayment of Assistance. In the event the Oklahoma Tax Commission determines, for any reason, that any sales taxes were erroneously paid to the City from the sales in the Project and City is required to repay any portion of such taxes to the Oklahoma Tax Commission, the amount of such repayment shall be deducted from the calculation of the increment and therefore from the payment of assistance in development financing due for the year, and the payment to the Developer shall be adjusted accordingly. In the event that such a determination is made at a time when no further payments are due to the Developer under this Agreement, the Developer agrees to reimburse the Authority the amount of such repayment to the Oklahoma Tax Commission. The foregoing shall in no way waive or otherwise affect the right of Developer or any other business in the project to contest or protest any such determination by the Oklahoma Tax Commission. SECTION 4.08 Transfers. Should the Developer desire to transfer any interests in this Agreement or the Project Site to another development entity which is necessary for financing or development purposes, and the Authority states its general willingness to consider and approve appropriate transfers required for financing purposes pursuant to a request and documentation by the Developer. /lei IM-rem CONSTRUCTION OF PROJECT SECTION 5.01 Scope of Project. The Project Site shall be developed within the general requirements established by the zoning and building codes applicable to the Project Site by the Code of the City ( "Code ") and related laws governing municipal planning and zoning, including but not limited to the Downtown Overlay District Plan. The Developer shall be responsible for the construction, renovation, improvement, equipping, repair and installation of all public and private improvements associated with the Project as described in, and in conformance with approved schematic drawings, design documents, constructions documents, and related plans and documents ( "Development Plans and Specifications "). 5 SECTION 5.02 Development Plans and Specifications. Upon the execution of this Agreement, the Developer shall prepare and submit Development Plans and Specifications for the Project to the City for its review pursuant to the Code. Thereafter, if the Developer desires to make any substantial or significant changes in the Development Plans and Specifications, the Developer shall submit the proposed changes to the City for its approval. The Developer and its approved assignees shall communicate and consult as frequently with the City and the Community Development Department as is necessary to ensure that any modifications to the Development Plans and Specifications can receive prompt and speedy consideration by the City. SECTION 5.03 Construction of Proiect. The Developer agrees that all construction, renovation, improvement, equipping, repair and installation work on the Project shall be done substantially in accordance with the Development Plans and Specifications as approved by the City, or as amended with the approval of the City. SECTION 5.04 City and Other Governmental Permits. The Developer shall, at its own expense, secure or cause to be secured any and all permits and approvals which may be required by the City and any other governmental agency having jurisdiction as to such construction, development or work in connection with any buildings, structures or other improvements at the Project Site. The Authority shall cooperate with and provide all usual assistance to the Developer in securing these permits, and approvals, and shall diligently process, review and consider all such permits and approvals as may be required by law. SECTION 5.05 Construction Schedule. Not later than December 31, 2018, the Developer shall have completed the construction of the Project. If it appears the Project cannot be completed by such date, the Developer shall promptly report to the Authority that the Project will not be completed within the time provided for herein and shall provide an updated schedule regarding the time required for the completion of the Project. All revisions to the original construction schedule shall be subject to approval by the Authority, which approval shall not be unreasonably withheld. SECTION 5.06 Rights of Access. For the purpose of ensuring compliance with this Agreement, representatives of the Authority shall have the right of access to the Project Site, without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing, renovating, improving, equipping, repairing and installing the Project, so long as they comply with applicable safety rules and do not unreasonably interfere with the activities of the Developer. Except in the case of an emergency, prior to any such access, such representatives of the Authority will check in with the on -site manager. All such representatives of the Authority shall carry proper identification, shall ensure their own safety, assuming the risk of injury, and shall not interfere with the construction activity. The Authority agrees to cooperate with the Developer in facilitating access by the Developer to the Project Site for construction purposes, provided that the Authority shall incur no financial obligations therefor. SECTION 5.07 Indemnification. The Developer shall defend, indemnify, assume all responsibility for, and hold the Authority and the City and their respective elected and appointed officers and employees and agents, harmless from, all costs (including attorney's fees and costs); G1 claims, demands, liabilities or judgments (except whose which have arisen from the willful misconduct or negligence of the Authority or the City, their officers, employees and agents) for injury or damage to property and injuries to persons, including death, which may be caused directly or indirectly by any of the Developer's activities under this Agreement, whether such activities or performance thereof be by the Developer or anyone directly or indirectly contracted with or employed by the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. This indemnity includes, but is not limited to, any repair, cleanup, remediation, detoxification, or preparation and implementation of any removal, remediation, response, closure or other plan (regardless of whether undertaken due to governmental action) concerning any hazardous substance or hazardous wastes including petroleum and its fractions as defined in the Comprehensive Environmental Response, Compensation and Liability Act; codified at Title 42, Sections 9601, et seq. of the United States Code (hereinafter, "CERCLA "), and all amendments thereto, at any place where Developer owns or has control of real property pursuant to any of Developer's activities under this Agreement. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA to assure, protect, hold harmless and indemnify Authority from liability. SECTION 5.08 Liability Insurance. A. In addition to the indemnification of the Authority and the City required in Section 5.07 hereof, the Developer shall take out and maintain during the period set forth in subsection (D) of this Section, a comprehensive general liability policy in the amount of at least $1,000,000.00 for any person, $1,000,000.00 for any occurrence, and $1,000,000.00 property damage naming the Authority as an additional insured and loss payee, but only with respect to the liability policy. B. The Developer shall furnish a certificate of insurance signed by an authorized agent of the insurance carrier setting forth the general provisions of the insurance coverage. This certificate of insurance shall name the Authority as an additional insured under the policy. The certificate of insurance shall contain a statement of obligation on the part of the carrier to notify the Authority by certified mail of any modification, cancellation or termination of the coverage at least 30 days in advance of the effective date of any such modification, cancellation or termination. Coverage provided hereunder by the Developer shall be primary insurance and not contributing with any insurance maintained by the Authority, and the policy shall contain such an endorsement. The required certificate shall be filed with the Authority at the time of execution of this Agreement. C. The Developer shall also furnish or cause to be furnished to the Authority evidence satisfactory to the Authority that any contractor with whom it has contracted for the performance of work on the Project Site or otherwise pursuant to this Agreement carries workers compensation insurance as required by law at the time of execution of the Agreement. D. The insurance obligations set forth in this Section shall remain in effect until performance of the development obligations contained in this Agreement. 7 SECTION 5.09 Performance Bond. The Developer shall post with the City such performance bonds or other sureties as may be required by the Code. SECTION 5.10 Local. State and Federal Laws. The Developer shall carry out the provisions of this Agreement in conformity with all applicable local, state and federal laws and regulations. SECTION 5.11 Antidiscrimination During Construction. The Developer, for itself, its successors and assigns, and any contractor with whom Developer has contracted for the performance of work on the Project Site, agrees that in the construction of the Project, the Developer shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, age, sex, marital status, handicap, national origin or ancestry. SECTION 5.12 Taxes Assessments. Encumbrances and Liens. The Developer shall pay when due all real estate taxes and assessments on the Project Site. Prior to the performance of the obligations of this Agreement, the Developer shall not place or allow to be placed on the Project Site or any part thereof any uncontested mechanic's lien, any mortgage, trust deed, encumbrance or lien other than as expressly allowed by this Agreement. Nothing herein contained shall be deemed to prohibit the Developer from contesting the validity or amounts of any tax assessment, encumbrance or lien, nor to limit the remedies available to the Developer in respect thereto. SECTION 5.13 Prohibition Against Transfer of the Project Site or Structures Therein and Assignment of Agreement. The Developer shall not, except as permitted by this Agreement, without prior written approval of the Authority which shall not be unreasonably withheld, make any total or partial sale, transfer, conveyance, assignment or lease of the Project Site. The foregoing restrictions on assignment, transfer, and conveyance shall not apply to: A. Any mortgage lien or security interest granted by the Developer to secure indebtedness to any construction or permanent lender with respect to the Project; and B. The rental and leasing of portions of the Project Site by the Developer for any uses contemplated for the Project. SECTION 5.14 Restrictions on Sale of Control By the Developer. The qualifications of the Developer are of particular importance to the Authority. It is because of the qualifications and identity of the Developer, and the management thereof, that the Authority has entered into this Agreement with the Developer. Therefore, the Developer agrees that it will not sell a controlling interest in its own membership interests until performance of the development obligations in this Agreement to any individual or entity which is not currently a member of the Developer. Without limiting the generality of the foregoing, except as otherwise expressly agreed by the Authority in writing, the Developer shall not terminate its existence, liquidate or dissolve, or sell all or substantially all of its assets until performance of the development obligations in this Agreement. K SECTION 5.15 Covenants for Non - Discrimination. The Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, familial status, marital status, age handicap, national origin or ancestry in the sale, lease, sublease, transfer, use occupancy, tenure or enjoyment of the Project Site, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Project Site. The covenant established in this Section shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Authority, its successors and assigns and any successor in interest to the Project Site or any part thereof. The covenants contained in this Section shall remain for so long as any amounts due under this Agreement or a tax increment district established for this Project remains unpaid or outstanding. SECTION 5.16 Maintenance Covenants. The Developer, and all successors and assigns in interest to the Developer, shall be obligated to maintain the Project and all improvements and landscaping situated on the Project Site in a clean and neat condition and in a continuous state of good repair in accordance with the Code. REPRESENTATATIONS AND WARRANTIES SECTION 6.01 Developer Representations and Warranties. The Developer represents and warrants the following: A. The Developer represents that it is a limited liability company duly organized and existing under the laws of the State of Oklahoma. The Developer is authorized to conduct business in the State of Oklahoma, and is not in violation of any provisions of its articles of organization, operating agreement, or any other agreement governing the Developer, or any law of the State of Oklahoma affecting Developer's ability to perform under this Agreement. B. The Developer's ability to accomplish the Project with financing assistance from the Authority has induced the Developer to proceed with the Project, and the Developer hereby covenants to complete the same and continue to maintain and operate the Project, until the Certificate of Completion is provided to the Developer from the Authority. C. The Developer represents that it has the full power and authority to execute this Agreement and this Agreement shall constitute a legal, valid and binding obligation of the Developer in accordance with its terms, and the consent of no other party is required for the execution and delivery of this Agreement by such Developer or the consummation of the transactions contemplated hereby, subject to laws relating to bankruptcy, moratorium, insolvency, or other laws affecting creditor's rights generally and subject to general principles of equity. 0 D. The Developer represents that the execution and delivery of this Agreement, the consummation of the transactions contemplated herein, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented or limited by or in conflict with, and will not result in a breach of, other provisions of its articles of organization, operating agreement or any other agreement governing the Developer or with any evidence of indebtedness, mortgages, agreements, or instruments of whatever nature to which the Developer is a party or by which it may be bound, and will not constitute a default under any of the foregoing. E. To the knowledge of the undersigned representative of the Developer, there is not currently pending any action, suit, proceeding or investigation, nor, is any such action threatened which, if adversely determined, would materially adversely affect the Developer or the Development, or impair the ability of the Developer to carry on its business substantially as now conducted or result in any substantial liability not adequately covered by insurance. F. The Developer warrants that it has not paid or given and will not pay or give any officer, employee or agent of the City or the Authority any money or other consideration for obtaining this Agreement. The Developer further represents that, to its best knowledge and belief, no officer, employee or agent of the City or the Authority who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure, or who is in a position to participate in a decision making process with regard to the Project, has or will have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project, or in any activity, or benefit therefrom, during or after the term of this Agreement. G. All utility services necessary for the development and construction of the Project are available to the Project Site, including water, storm and sanitary sewer facilities, electric and gas utilities, and telephone services. H. Financial statements of the Developer heretofore delivered to the Authority and the City are true and correct in all material respects, and fully and accurately present the financial condition of the Developer on the respective dates thereof. There has been no material adverse change in the financial condition of the Developer since the date of the latest statement furnished. I. The Project Site is free of all contamination requiring remediation including, but not limited to, (a) any "hazardous waste," "underground storage tanks," "petroleum," "regulated substance," or "used oil' as defined by the Resource Conservation and Recovery Act of 1976, as amended, or by any regulations promulgated thereunder; (b) any "hazardous substance" as defined by CERCLA, or by any regulations promulgated thereunder; (c) any substance the presence of which on, in, or under the Project Site is prohibited by any federal, state, or local law, rule, regulation, or ordinance similar to those set forth above; and (d) any other substance which by federal, state, or local law, rule, regulation, or ordinance requires special handling in its collection, storage, treatment, or disposal. 10 J. Neither this Agreement nor any statement or document referred to herein or delivered by the Developer pursuant to this Agreement contains any untrue statement or omits to state a material fact necessary to make the statements made herein or therein not misleading. SECTION 6.02 Authority Representations and Warranties. The Authority represents and warrants the following: A. The Authority is a duly organized and validly existing public trust under the laws of the State of Oklahoma and as such, is a duly constituted authority of the City and an agency of the State of Oklahoma. B. The Authority is fully empowered to enter into this Agreement and to perform the transactions contemplated thereby and generally to carry out its obligations hereunder and thereunder. The Authority has duly authorized its Chairman, or in his absence, its Vice - Chairman, to execute and deliver this Agreement and all other documentation required to consummate the transaction contemplated herein on behalf of the Authority. C. The performance by the Authority under this Agreement will not violate any provision or constitute a default under any indenture, agreement, or instrument to which the Authority is currently bound or by which it is affected. D. To the knowledge of the undersigned officer of the Authority, there is no action, suit, proceeding or inquiry at law or in equity pending or threatened, affecting the Authority wherein any unfavorable decision, ruling or finding would materially adversely affect the Authority's ability to perform under this Agreement or under any other instrument pertinent to the transaction contemplated herein to which the Authority is a party. ARTICLE VII EVENTS OF DEFAULT AND SECTION 7.01 Events of Default. The following shall constitute Events of Default hereunder and under each of the instruments executed pursuant to this Agreement: A. Default by the Developer in the performance or observance of any covenant contained in this Agreement, any instrument executed pursuant to this Agreement, or under the terms of any other instrument delivered to the Authority in connection with this Agreement, including, without limitation, the falsity or breach of any representation, warranty or covenant; B. Material variance from the approved Development Plans and Specifications without prior written consent of the City with regard to any of the materials, machinery, or equipment acquired in connection with the Project or the appurtenances thereto, or any other material variance from the Development Plans and Specifications; C. Any representation, statement, certificate, schedule or report made or furnished to the Authority by the Developer with respect to the matters and transactions covered by this 11 Agreement which proves to be false or erroneous in any material respect at the time of its making or any warranty of a continuing nature which ceases to be complied with in any material respect and the Developer fails to take or cause to be taken corrective measures satisfactory to the Authority within 30 days after written notice by the Authority; or D. The initiation of bankruptcy or receivership proceedings by or against the Developer and the pendency of such proceedings for 60 days. SECTION 7.02 Remedies. The Authority will provide the Developer with notice and 30 days opportunity to cure any Event of Default described in Section 7.01. Upon the Developer's failure to commence and diligently pursue the cure within such 30 -day period, the Authority may, at its option, declare the Authority shall be entitled to proceed simultaneously or selectively and successively to enforce its rights under this Agreement and any of the instruments executed pursuant to the terms hereof, of any one or all of them. SECTION 7.03 Termination. A. In the event that the City unreasonably fails to approve the Development Plans and Specifications, and, if any such default or failure shall not be cured within 30 days after the date of written demand by the Developer, then this Agreement, or the relevant portion thereof, may, at the option of the Developer, be terminated by written notice thereof to the Authority, and, neither the Authority, nor the Developer shall have any further rights against or liability to the others under this Agreement with respect to the terminated portion thereof. B. In the event that the Developer fails to submit the Development Plans and Specifications to the City, or the Developer fails to obtain evidence of financing capacity satisfactory to the Authority, and, if any default or failure shall not be cured within 30 days after the date of written demand by the Authority, then this Agreement, or the relevant portion thereof, may, at the option of the Authority, be terminated by written notice thereof to the Developer, and, neither the Authority nor the Developer shall have any further rights against or liability to the others under this Agreement with respect to the terminated portion thereof. SECTION 7.04 Completion by the Authority. If an Event of Default occurs prior to the completion of construction of the Project, the Authority shall have the right, but shall not be bound, to complete the Project according to the approved Development Plans and Specifications. In the event the Authority elects to so complete the Project, the execution of this Agreement shall be deemed to be an appointment by the Developer of the Authority as its true and lawful attorney -in -fact with the full power of substitution to complete, or cause to be completed, the Project in the Developer's name and shall empower the Authority as follows: A. To use any funds of the Developer in the manner called for by the Development Plans and Specifications; B. To make minor changes and corrections in the Development Plans and Specifications as shall be deemed necessary or desirable by the Authority; provided, however, that such changes do not increase project costs more than 5% determined on a cumulative basis; 12 C. To employ such contractors, subcontractors, agents, and inspectors as shall be required; D. To pay, settle or compromise all existing bills and claims which are or may be liens against the property constituting a portion of the Project Site or any part thereof or may be necessary or desirable for completion of the work or obtaining clear title; E. To execute all applications and certificates in the Developer's name, which may be required by any contract relating to the Project; and F. To do any and every act with respect to the Project which the Developer may do on its own behalf It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. The Authority, as the Developer's attorney -in -fact, shall also have the power to prosecute and defend all actions or proceedings in connection with the Project and to take such action and require such performance as the Authority deems necessary. The cost of said completion, including an amount equal to 10% of such cost for the Authority's services in connection with such completion, shall be paid to the Authority by the Developer. SECTION 7.05 Enforced Delay: Extension of Times of Performance. A. In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where the party seeking the extension has acted diligently and delays or defaults are due to events beyond the reasonable control of the party such as but not limited to: default of other party; war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; invasion, lack of transportation; litigation; unusually severe weather; or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. B. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the Authority and the Developer. SECTION 7.06 Non - liability of Officials, Employees, and Agents of the Authority. No official, employee or agent of the Authority shall be personally liable to the Developer, or any successor in interest, pursuant to the provisions of this Agreement, for any default or breach by the Authority. 191 ARTICLE VIII MISCELLANEOUS SECTION 8.01 Authority's Obligations Limited. Nothing in this Agreement is intended to require or obligate nor shall anything herein be interpreted to require or obligate the Authority to provide, apply or make any payment or advance from any revenue or funds coming into its hands other than the funds derived from Increment District No. 8 and in the manner provided in this Agreement. SECTION 8.02 Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent by registered or certified mail, postage prepaid, return receipt requested and addressed as set forth below or to such other address as the party concerned may substitute by written notice to the other. All notices shall be deemed received within three days (excluding Saturdays, Sundays and holidays recognized by national banking associations) after being mailed: To the Authority: Owasso Public Works Authority 200 S. Main Street Owasso, Oklahoma 74055 Attn: Warren Lehr, Manager To the Developer: Brogran, LLC 505 East 19`h Street Owasso, Oklahoma 74055 Attn: Steve and Renee' Mowery SECTION 8.03 Amendment. This Agreement may not be amended or modified in any way, except by an instrument in writing executed by both parties hereto and approved in writing by the Developer and the Authority. SECTION 8.04 Non - Waiver; Cumulative Remedies. No failure on the part of the Authority to exercise and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Authority of any right hereunder preclude any other or further right thereof. The remedies herein provided are cumulative and not alternative. SECTION 8.05 Assignment. This Agreement shall not be assignable by the Developer without the prior written consent of the Authority. The rights and benefits under this Agreement may be assigned by the Authority. SECTION 8.06 Applicable Law. This Agreement and the documents issued and executed hereunder shall be deemed to be a contract made under the laws of the State of Oklahoma and shall not be construed to constitute the Authority as a joint venturer with the Developer or to constitute a partnership among the parties. 14 SECTION 8.07 Descriptive Headings. The descriptive headings of the articles and sections of this Agreement are for convenience only and shall not be used in the construction of the terms hereof. SECTION 8.08 Integrated Agreement. This Agreement constitutes the entire agreement between the parties hereto, and there are no agreements, understandings, warranties, or representations between the parties regarding the financing of the Project other than those set forth herein. SECTION 8.09 Time of Essence. Time is of the essence in the performance of this Agreement. SECTION 8.10 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives, and assigns. SECTION 8.11 Right to Defend. The Authority shall have the right, but not the obligation, with benefit of counsel selected by the Authority, all at the Developer's expense, to commence, appear in or defend any action or proceeding purporting to affect the rights or duties of the parties hereunder, and in connection therewith, if the Developer fails to so commence, appear in or defend any such action or proceeding, except in a suit between the Developer and the Authority, in which case the prevailing party shall be entitled to such fees and expenses as a part of any judgment obtained. SECTION 8.12 Trustees' Disclaimer. This instrument is executed by the Trustees or officers or both of the Authority in their official capacities as such Trustees or officers. By the execution hereof all parties agree that, for the payment of any claim or the performance of any obligations hereunder, resort shall be had solely to the specific assets of the Authority described herein and no Trustee or officer of the Authority shall be held personally liable therefore. In this regard, specific reference is made to Section 179 of the Public Trust Act and to the Trust Indenture dated as of the day of , pursuant to which the Authority was created, a copy of which is of record in the office of the Authority. SECTION 8.13 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. SECTION 8.13 Construction of this Agreement. The parties acknowledge that the parties and their counsel have reviewed and 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. IN WITNESS WHEREOF, the Developer and the Authority have caused this Agreement to be duly executed this _ day of , 2017. 15 (SEAL) ATTEST: to OWASSO PUBLIC WORKS AUTHORITY Sherry Bishop, Authority Secretary : Chris Kelley, Vice -Chair BROGRAN, LLC LIM Z Manager ACKNOWELDGEMENTS STATE OF OKLAHOMA ) )SS: COUNTY OF TULSA ) The foregoing instrument was acknowledged before me this _ day of , 2017, by Chris Kelley, Vice -Chair of the Owasso Public Works Authority, a public trust, on behalf of the Trust. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the date and year first above written. Juliann M. Stevens, Notary Public #000013339 Expires: August 12, 2020 (Notary Seal) STATE OF OKLAHOMA ) )SS: COUNTY OF TULSA ) The foregoing instrument was acknowledged before me this _ day of 2017, by Manager of Brogran LLC, on behalf of Brogran, LLC. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the date and year first above written. (Notary Seal) Notary Public 17 EXHIBIT 1 Location, Legal Description, and Map of the Project Site Address: 102 South Main Street Legal Description: r _ -��_ a Lots 1, 2, 3 & part of 4, Block 22, Original Town of Owasso 0 ass use1i� � 6ft � e er or %� 4 epair, 1 777 Y ut N 31 N i Giant Subs' Deli }r $ d M1 � f W 2nd Ave E 76th St N Rlua F7 i _ � Department OPWA Administration Utility Billing Water Wastewater Wastewater Collection Refuse Recycle Center OWASSO PUBLIC WORKS AUTHORITY PAYROLL PAYMENT REPORT PAY PERIOD ENDING DATE 09102/17 Payroll Expenses Total Expenses 10, 973.47 5,997.60 14,114.10 12,874.28 10,249.88 14,157.64 2,498.40 16,248.50 11,176.32 24,220.65 22,463.13 16,843.95 20,274.02 3,758.78 FUND TOTAL 70,865.37 114,985.35 OWASSO PUBLIC WORKS AUTHORITY - OPERATING FUND FISCAL YEAR 2017 -2018 Budgetary Basis Statement of Revenues & Expenses As of August 31, 2017 OPERATING REVENUES: Water Wastewater Refuse & recycle Other Utility fees TOTAL OPERATING REVENUES OPERATING EXPENSES: OPWA administration Utility Billing Water Wastewater Refuse & Recycle Debt payments TOTAL OPERATING EXPENSES OPERATING REVENUES OVER EXPENSES NONOPERATING REVENUES (EXPENSES) Interest Other revenues Transfers in Transfers out TOTAL TRANSFERS MONTH YEAR $ (1,093,847) PERCENT TO -DATE TO -DATE BUDGET OF BUDGET $ 602,862 $ 1,137,502 $ 6,338,750 17.95% 362,148 715,153 4,511,120 15.85% 181,387 364,492 2,073,950 17.57% 22,184 43,438 263,125 16.51% 1,168,580 2,260,586 13,186,945 17.14% $ (60,955) $ (266,695) $ (1,093,847) 24.38% (35,226) (66,345) (483,089) 13.73% (407,980) (806,102) (4,542,455) 17.75% (149,030) (270,536) (2,230,987) 12.13% (94,375) (160,887) (1,905,458) 8.44% (305,656) (538,152) (3,063,850) 17.56% (1,053,222) (2,108,717) (13,319,686) 15.83% 115,358 151,868 (132,741) $ 11,840 $ 21,699 $ 20,000 108.49% 2,303 4,002 12,275 32.60% - - 292,487 0.00% (67,415) (132,465) (326,201) 40.61% (53,273) (106,764) (1,439) LONG -TERM DEBT PROCEEDS AND EXPENDITURES Proceeds of long -term debt $ 67,415 $ 132,465 $ Expenditures of long -term debt (40,840) (81,679) (292,487) TOTAL LONG -TERM DEBT PROCEEDS AND EXPENDITURES 26,576 50,785 (292,487) NET INCOME (LOSS) ENCUMBRANCES OUTSTANDING WORKING CAPITAL- Beginning Balance WORKING CAPITAL- Ending Balance $ 88,660 $ 95,889 $ (426,667) $ (915,317) 1,471,465 1,471,465 $ 652,037 $ 1,044,798