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HomeMy WebLinkAbout2017.10.17_OPWA AgendaPUBLIC NOTICE OF THE MEETING OF THE OWASSO PUBLIC WORKS AUTHORITY Council Chambers, Old Central Building 109 N Birch, Owasso, OK 74055 Regular Meeting Tuesday, October 17, 2017 - 6:30 pm 1. Cali to Order Chair Lyndell Dunn 2. Roll Call 0�ll 4P 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: • October 3, 2017, Regular Meeting • October 10, 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 a Development and Financing Agreement with Main Street Development, LLC, (Seven6Main) for Tax Increment Financing, Owasso Redbud District, Increment District No. 1, Development Project Assistance Warren Lehr Staff recommends approval of the Development and Financing Agreement with Main Street Development, LLC and authorization for the Chair to execute all necessary documents. 6. Report from OPWA Manager 7. Report from OPWA Attorney 8. Official Notices to Authority (documents for acknowledgment or information only, no discussion or action will be taken) • Payroll Payment Reports - Pay Period Ending Date 9/30/17 • Monthly Budget Status Report - September 2017 9. New Business (New Business is any item of business which could not have been foreseen at the time of posting of the agenda) 10. 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, October 13, 2017. Sherry Bisho , City Clerk OWASSO PUBLIC WORKS AUTHORITY MINUTES OF REGULAR MEETING Tuesday, October 3, 2017 The Owasso Public Works Authority met in regular session on Tuesday, October 3, 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 29, 2017. 1. Call to Order Chair Lyndell Dunn called the meeting to order at 7:48 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: • September 19, 2017, Regular Meeting B. Approve claims Mr. Bush moved, seconded by Mr. Bonebrake to approve the Consent Agenda with claims totaling $746,449.80. YEA: Bonebrake, Bush, Kelley, Dunn NAY: None Motioned carried: 4 -0 4. Consideration and appropriate action relating to items removed from the Consent Agenda None 5. Report from OPWA Manager None 6. Report from OPWA Attorney None 7. Official Notices to Authority (documents for acknowledgment or information only, no discussion or action will be taken) • Payroll Payment Reports - Pay Period Ending Date 9/16/17 OPWA October 3, 2017 Page 2 8. New Business (New Business is any item of business which could not have been foreseen at the time of posting of the agenda) None 9. Adjournment Dr. Kelley moved, seconded by Mr. Bonebrake to adjourn the meeting. YEA: Bonebrake, Bush, Kelley, Dunn NAY: None Motion carried 4 -0 and the meeting adjourned at 7:49 pm. Lyndell Dunn, Chair Lisa Wilson, Minute Clerk OWASSO CITY COUNCIL, OPWA & OPGA MINUTES OF JOINT REGULAR MEETING Tuesday, October 10, 2017 The Owasso City Council, Owasso Public Works Authority, and Owasso Public Golf Authority met in a joint regular meeting on Tuesday, October 10, 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 posted at City Hall, 200 S Main at 6:00 pm on Friday, October 6, 2017. 1. Call to Order Mayor /Chair Lyndell Dunn called the meeting to order at 6:00pm. Present Absent Mayor /Chair - Lyndell Dunn None Vice - Mayor /Vice- Chair- Chris Kelley Councilor /Trustee - Doug Bonebrake Councilor /Trustee - Bill Bush Councilor /Trustee -Jeri Moberly A quorum was declared present. 2. Presentation and discussion relating to Festival Park update Larry Langford and representatives from GH2 Architects presented the proposed design and discussion was held. 3. Discussion relating to Tax Increment Financing, Owasso Redbud District, Increment District No. 1, Development Project Assistance - proposed Development and Financing Agreement with Main Street Development, LLC, (Seven6Main project) Bronce Stephenson presented the item and discussion was held. It was further explained that an item would be placed on the October 17, 2017, City Council and Owasso Public Works Authority agendas for consideration and action. 4. Discussion relating to Community Development items A. Easement closure - 9804 E 84 +h St N B. Annexation - 1061h & Garnett Right -of -Way (OA- 17 -05) C. PUD - Mingo Crossing (PUD -17 -02 & OZ- 17 -06) Bronce Stephenson presented items 4A, 4B, and 4C and discussion was held. It was further explained that each item would be placed on the October 17, 2017, City Council agenda for consideration and action. 5. Discussion relating to an ordinance amending the stormwater management program Roger Stevens introduced Charlene Lawrence, Pre - Treatment /Stormwater Manager. Ms. Lawrence presented the item and discussion was held. It was further explained that a public meeting would be held on Monday, October 30, 2017. This item will be placed on a future agenda for additional discussion. 6. Discussion relating to Fire Department purchase of a Wildland Vehicle Mark Stuckey presented the item and discussion was held. It was further explained that an item would be placed on the October 17, 2017, City Council agenda for consideration and action. 7. Discussion relating to Main Police Station Renovation Scott Chambless presented the item and discussion was held. Owasso City Council, OPWA & OPGA October 10, 2017 Page 2 8. Discussion relating to Revenue Anticipation Note (RAN) financing for capital improvement projects Linda Jones presented the item and discussion was held. It was further explained that an item would be presented in November 2017, for City Council and Owasso Public Works Authority consideration and action. 9. Discussion relating to City Manager items Warren Lehr Monthly sales tax report - Linda Jones presented the sales tax report and discussion as held. 2018 City Council election - Mr. Lehr advised that a resolution calling the 2018 election for Wards 1 and 2 City Council Representation would be placed on the November 7, 2017, City Council agenda for consideration and appropriate action. • Hotel Tax Fund - Mr. Lehr provided a brief history of the Hotel Tax Fund. Councilor Moberly presented comments from the Owasso Economic Development Authority regarding fund balance. Discussion was held. • City Manager report - Mr. Lehr reported a Joint Meeting of the OEDA and City Council to be held Thursday, October 26, 2017, to receive and discuss the economic development assessment from TadZo Consulting. 10. City Council /Trustee comments and inquiries Councilor Bonebrake mentioned the Keep Owasso Clean event to be held Saturday, October 14, 2017. Councilor Moberly reported on the 2018 Tulsa Chamber Intercity Visit to Fort Worth, Texas. 11. Adjournment The meeting adjourned at 8:37 pm. Lyndell Dunn, Mayor /Chair Juliann M. Stevens, Deputy City Clerk Fund Claims List - 10/17/2017 Vendor Name 61 OPWA AT &T BLUE ENERGY FUELS, LLC CITY GARAGE JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK JPMORGAN CHASE BANK ONEOK, INC OKLAHOMA NATURAL GAS UNIFIRST HOLDINGS LP Payable Description Payment Amount CONSOLIDATED PHONE $162,65 CNG FUEL PURCH - SEPT, 20 $101.53 LABORIOVERHEAD - OCT, 201 $141.58 CHARACTER TRAINING $176.08 LOCKE -PARTS $116.30 LOWES- SUPPLIES $10.40 RED BUD - FILTERS $47.28 SAMS - SUPPLIES $208.23 WALMART- SUPPLIES $121.22 NATURAL GAS USAGE $99.75 UNIFORM CLEANING $118.69 OPWA ADMINISTRATION -Total $1,303.71 AT &T CONSOLIDATED PHONE $11.91 CITY GARAGE LABOR /OVERHEAD - OCT, 201 $530.58 JPMORGAN CHASE BANK LOWES- FILTER $5.67 JPMORGAN CHASE BANK OREILLY - BATTERY $101.16 JPMORGAN CHASE BANK W MGMT- TIPPING FEE $989.93 OSI ENVIRONMENTAL INC OIL RECYCLING $80.00 TERMINIX PEST CONTROL - $59.00 UNIFIRST HOLDINGS LP UNIFORM CLEANING $47.76 RECYCLE CENTER -Total $1,826.01 AT &T CONSOLIDATED PHONE $11.91 BLUE ENERGY FUELS, LLC CNG FUEL PURCH - SEPT, 20 $3,138.16 CITY GARAGE LABORIOVERHEAD - OCT, 201 $4,576.67 CITY GARAGE VEHICLE PARTS PURCH - SEP $3,962.50 COVANTA LANCASTER, INC REFUSE TIPPING FEES $9,992.74 CRANE CARRIER COMPANY DOOR REPAIR $39.95 FLEETCOR TECHNOLOGIES FUELMAN EXPENSE - SEPT, 2 $1,802.36 JPMORGAN CHASE BANK AMERIFLEX- FITTINGS $56.00 JPMORGAN CHASE BANK B &M- GREASE $124.74 JPMORGAN CHASE BANK BROWN CO -PPE $36.80 JPMORGAN CHASE BANK BUMP2BUMP -PARTS $78.79 JPMORGAN CHASE BANK BUMP2BUMP- SILICONE $3.89 JPMORGAN CHASE BANK FASTENAL -PARTS $18.78 JPMORGAN CHASE BANK KIMS INTL -HOSES $327.67 JPMORGAN CHASE BANK LOWES -DRILL 529.97 JPMORGAN CHASE BANK SEMI -TRUCK WASH $65.00 TREASURER PETTY CASH CDL LICENSE/BURTON $56.50 UNIFIRST HOLDINGS LP UNIFORM CLEANING $104.41 REFUSE COLLECTIONS -Total $24,426.84 DONALD RAY HILTON METER READER $261.50 1 Claims List - 10/17/2017 Fund Vendor Name Payable Description Payment Amount 61 OPWA KORY MCCRACKEN METER READER $261.50 TECHNICAL PROGRAMMING SERVICES BILLING SERVICES $1,283.19 INC TODD C. KIMBALL METER READER $552.15 UTILITY BILLING -Total $2,358.34 ANCHOR STONE COMPANY STONE $26.68 BLUE ENERGY FUELS, LLC CNG FUEL PURCH -SEPT, 20 $231.50 CITY GARAGE LABOR/OVERHEAD - OCT, 201 $1,385.42 CITY GARAGE VEHICLE PARTS PURCH - SEP $16.18 FELKINS ENTERPRISES, LLC BUSINESS CARDS $30.00 FLEETCOR TECHNOLOGIES FUELMAN EXPENSE - SEPT, 2 $173.22 JPMORGAN CHASE BANK BROWN CO -PPE $36.80 JPMORGAN CHASE BANK BUMP2BUMP -OIL $71.76 JPMORGAN CHASE BANK CORE & MAIN - SUPPLIES $109.55 JPMORGAN CHASE BANK LOCKE SPLY -AIR FILTER $77.82 JPMORGAN CHASE BANK LOWES- SUPPLIES $7.98 JPMORGAN CHASE BANK MEAD OBRIEN -ORING KIT $188.67 JPMORGAN CHASE BANK N SAFETY- MONITOR $2,044.76 ONEOK, INC OKLAHOMA NATURAL GAS NATURAL GAS USAGE $230.01 UNIFIRST HOLDINGS LP UNIFORM CLEANING $133.02 VERDIGRIS VALLEY ELECTRIC COOP COFFEE CREEK ELECTRIC $408.18 VERDIGRIS VALLEY ELECTRIC COOP GARRETT CREEK ELECTRI $328.56 VERIZON WIRELESS WIRELESS CONNECTION $80.02 WASTEWATER COLLECTIONS -Total $5,580.13 AT &T CONSOLIDATED PHONE $71.44 CITY GARAGE LABORIOVERHEAD - OCT, 201 $1,024.50 DALE & LEES SERVICE, INC EVAP COIL 53,293.14 FLEETCOR TECHNOLOGIES FUELMAN EXPENSE - SEPT, 2 $713.19 JAMES A. OZBUN REPAIR $864.92 JPMORGAN CHASE BANK ACCURATE ENV - TESTING $50.00 JPMORGAN CHASE BANK BROWN CO -PPE $36.80 JPMORGAN CHASE BANK DEQ -EXAM FEE $62.00 JPMORGAN CHASE BANK DEQ- TESTING $62.00 JPMORGAN CHASE BANK EQUIP ONE -PARTS $96.86 JPMORGAN CHASE BANK FASTENAL -PINS $18.71 JPMORGAN CHASE BANK GELLCO -BOOTS $170.00 JPMORGAN CHASE BANK GRAINGER -CABLE $6.55 JPMORGAN CHASE BANK GRAINGER- FILTERS $79.56 JPMORGAN CHASE BANK GRAINGER- GREASE $17.31 JPMORGAN CHASE BANK HACH CO -VIALS $142.44 JPMORGAN CHASE BANK HAYNES EQUIP -METER $495.88 2 Fund 61 OPWA Claims List - 10/17/2017 Vendor Name Payable Description Payment Amount JPMORGAN CHASE BANK HOME DEPOT - SUPPLIES $140.80 JPMORGAN CHASE BANK INTERSTATE STEEL -RAIL $913.44 JPMORGAN CHASE BANK INTERSTATE STL- REFUND ($71.69) JPMORGAN CHASE BANK JOHNSTONE -OIL $97.39 JPMORGAN CHASE BANK LOWES -CHAIN $36.98 JPMORGAN CHASE BANK LOWES -CLIPS $11.89 JPMORGAN CHASE BANK LOWES- REFUND ($2.32) JPMORGAN CHASE BANK LOWES- SUPPLIES $28.32 JPMORGAN CHASE BANK NCL OF WISC- SUPPLIES $802.81 JPMORGAN CHASE BANK REXEL- BATTERY BACKUP $53.62 JPMORGAN CHASE BANK SAMS - SUPPLIES $93.98 JPMORGAN CHASE BANK US FLAGS -FLAGS $72.20 JPMORGAN CHASE BANK W MGMT - SLUDGE REMOVAL 53,174.31 UNIFIRST HOLDINGS LP UNIFORM CLEANING $216.77 VERIZON WIRELESS WIRELESS CONNECTION $80.02 WASTEWATER TREATMENT -Total $12,853.82 BLUE ENERGY FUELS, LLC CNG FUEL PURCH - SEPT, 20 $82.80 CITY GARAGE LABOR/OVERHEAD - OCT, 201 $1,720.17 CITY GARAGE VEHICLE PARTS PURCH - SEP $173.47 CITY OF TULSA UTILITIES WATER PURCHASE $347,592.29 FLEETCOR TECHNOLOGIES FUELMAN EXPENSE - SEPT, 2 $728.04 HD SUPPLY WATERWORKS, LTD. R9001 WATER METERS' $31,944.00 JPMORGAN CHASE BANK BROWN CO -PPE $36.80 JPMORGAN CHASE BANK CORE & MAIN -CLAMP $55.00 JPMORGAN CHASE BANK CORE & MAIN -MAINT FEE $2,499.99 JPMORGAN CHASE BANK CORE & MAIN -METER $632.55 JPMORGAN CHASE BANK CORE & MAIN - SUPPLIES $711.28 JPMORGAN CHASE BANK GREENHILL- GRAVEL $355.85 JPMORGAN CHASE BANK HD SUPPLY -METER CAN $218.00 JPMORGAN CHASE BANK HD SUPPLY - REGISTER $175.00 JPMORGAN CHASE BANK HD SUPPLY - SETTER $144.00 JPMORGAN CHASE BANK HD SUPPLY- TAPPING BIT $387.00 JPMORGAN CHASE BANK LOWES -FENCE $59.94 JPMORGAN CHASE BANK LOWES- SUPPLIES $20.25 JPMORGAN CHASE BANK SHOE CARNIVAL -BOOTS $202.47 TWIN CITIES READY MIX, INC CONCRETE $225.00 TWIN CITIES READY MIX, INC SIDEWALK REPAIR AFTER $192.00 WAT UNIFIRST HOLDINGS LP UNIFORM CLEANING $170.85 VERDIGRIS VALLEY ELECTRIC COOP WATER CONTROL ELECTRI $30.60 WATER -Total $388,357.35 3 Claims List - 10117120.17 Fund Vendor Name Payable Description Payment Amount 61 OPWA -Total $436,706.20 OPWA Grand Total $436,706.20 �1V The City Wit out Limits. TO: The Honorable Chair and Trustees Owasso Public Works Authority FROM: 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 SUBJECT: Owasso Redbud District and Increment District No. 1 Development and Financing Agreement - Main Street Development, LLC DATE: October 13, 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 Main Street Development, LLC for development assistance on the project known as the Seven6Main project at E 76th St N & 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 $12,200,000.00, which would result in a 12% reimbursement of $1,229,000.00 to Main Street Development, LLC. The contract further outlines obligations of the City and the developer as required in approved TIF documents. The City of Owasso's TIF application review body met on October 5 to review the application and recommends the application meets all requirements as approved by the Council & OPWA. RECOMMENDATION: On October 5, 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 Main Street Development, LLC DEVELOPMENT AND FINANCING AGREEMENT i:�•ivur� NOW THE OWASSO PUBLIC WORKS AUTHORITY AND MAIN STREET DEVELOPMENT, LLC October 17, 2017 DEVELOPMENT AND FINANCING AGREEMENT BY AND BETWEEN THE OWASSO PUBLIC WORKS AUTHORITY AND MAIN STREET DEVELOPMENT, LLC THIS DEVELOPMENT AND FINANCING AGREEMENT ( "Agreement') is made on or as of this _ day of October, 2017, by and between the Owasso Public Works Authority, an Oklahoma public trust ( "Authority "), and Main Street Development, LLC ( "Developer "). WITNESSETH: WHEREAS, the Authority was created by a Trust Indenture, dated as of the 1001 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 0. S. §176, et seq., as amended and supplemented, and other applicable statues 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 multi - level, mixed -use development, including two restaurant establishments, substantial ground floor commercial retail, 10 residential units, multiple office units, and accompanying parking spaces ( "Project'); and 1 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 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: FAN I1 CSIN WI SUBJECT OF AGREEMENT 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 $1,229,000.00 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 $10,200,000.00. 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 2 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. ARTICLE II 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 Completion. 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 $1,229,000.00. Such assistance is to support construction of the Project. " 711I[t111 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. Multi - level, mixed -use development; B. First floor, consisting of approximately 17,000 square feet, with two restaurant concepts and commercial retail space; C. Second floor, consisting of approximately 12,500 square feet of commercial office space; D. Third floor, consisting of approximately 11,000 square feet of residential space; 3 E. Dedicating parking for the residential units and office space; and F. Public parking to serve the commercial retail and restaurant spaces. 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 benefitting 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 $1,229,000.00. The payments of assistance in development financing shall continue until the occurrence of the first of the following events: (A) $1,229,000.00 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 $129,036.29, 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, 2020. 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 $129,036.29, 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. 10 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 $1,229,000.00. 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 Regiment 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. ARTICLE V 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 5 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 "). 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 Project. 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, 2017, the Developer shall have commenced the construction of the Project. Not later than June 30, 2019, the Developer shall have completed construction of the Project. If it appears the Project cannot be commenced or completed by such date, the Developer shall promptly report to the Authority that the Project will not be commenced or completed within the time provided for herein and shall provide an updated schedule regarding the time required for the commencement and 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 69 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); 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 7 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. 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 cant' 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. 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. ARTICLE VI 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 E 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. 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 1111 which by federal, state, or local law, rule, regulation, or ordinance requires special handling in its collection, storage, treatment, or disposal. 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 REMEDIES 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; I1 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 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; 12 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; 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. 13 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: Main Street Development, LLC 13711 E 66`h Street N. Owasso, Oklahoma 74055 Attn: Brenda Coulter 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 I_ntegrated 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 10`x' day of January, 1973, 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 17`h day of October, 2017. 15 (SEAL) ATTEST: Sherry Bishop, Secretary OWASSO PUBLIC WORKS AUTHORITY IC Lyndell Dunn, Chairman MAIN STREET DEVELOPMENT, LLC M. 10 Brenda Coulter, Manager ACKNOWELDGEMENTS STATE OF OKLAHOMA ) )SS: COUNTY OF ROGERS ) The foregoing instrument was acknowledged before me this 17 "' day of October, 2017, by Lyndell Dunn, Chairman 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. Lisa K. Wilson, Notary Public Commission Expires: 7/26/21 (Notary Seal) STATE OF OKLAHOMA ) )SS: COUNTY OF TULSA ) The foregoing instrument was acknowledged before me this _ day of October, 2017, by Brenda Coulter, Manager of Main Street Development, LLC, on behalf of Main Street Development, 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 I Location, Legal Description, and Map of the Project Site Address: 106 E 2nd Avenue Legal Description: Lots I through 7, Block 26, Original Town of Owasso East m Shd Nft ------ -------- ------ - vi , 7�R ig ---- -------- ----- Lot i, ttmt L0 1, S" PF z 7— W 3rd— Meow RL 7-.*::] OWASSO PUBLIC WORKS AUTHORITY PAYROLL PAYMENT REPORT PAY PERIOD ENDING DATE 09130/17 Department Payroll Expenses Total Expenses OPWA Administration 11,208.97 16,519.25 Utility Billing 5,997.61 11,176.33 Water 14,412.17 24,562.11 Wastewater 14,781.54 24,665.39 Wastewater Collection 10,094.95 16,660.61 Refuse 11,264.02 16,962.39 Recycle Center 1,160.00 1,776.64 FUND TOTAL 68,919.26 112,322.72 OWASSO PUBLIC WORKS AUTHORITY FISCAL YEAR 2017.2018 Budgetary Basis Statement of Revenues & Expenses As of September 30, 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 FUND OPERATING REVENUES OVER EXPENSES NONOPERATING REVENUES (EXPENSES) Interest Other revenues Transfers in Transfers out TOTAL TRANSFERS MONTH YEAR PERCENT TO -DATE TO -DATE BUDGET OF BUDGET $ 589,665 $ 1,727,167 $ 6,338,750 27.25% 357,557 1,072,710 4,511,120 23.78% 180,901 545,393 2,073,950 26.307 22,358 65,796 263,125 25.01% 1,150,481 3,411,067 13,186,945 25.87% .$ (61,235) $ (327,930) $ (1,093,847) 29.98% (37,979) (104,324) (483,089) 21.60% (447,574) (1,253,676) (4,542,455) 27.60% (149,969) (420,506) (2,378,167) 17.68% (89,950) (250,836) (1,905,458) 13.16% (232,668) (770,821) (3,113,850) 24.75% (1,019,375) (3,128,093) (13,516,866) 23.14% 131,106 282,974 (329,921) $ 13,134 $ 34,832 $ 20,000 174.16% 1,620 5,622 12,275 45.80% 122,519 122,519 292,487 41.89% (24,999) (139,090) (326,201) 42.64 %, 112,274 23,883 (1,439) LONG -TERM DEBT PROCEEDS AND EXPENDITURES Proceeds of long -term debt $ 24,999 $ 139,090 $ 19,680,404 Expenditures of long -term debt (40,840) (122,519) (19,972,891) TOTAL LONG -TERM DEBT PROCEEDS AND EXPENDITURES (15,841) 16,571 (292,487) NET INCOME (LOSS) ENCUMBRANCES OUTSTANDING WORKING CAPITAL - Beginning Balance WORKING CAPITAL - Ending Balance $ 227,539 $ 323,428 $ (623,847) $ (2,136,671) 1,471,465 1,471,465 $ (341,778) $ 847,618