HomeMy WebLinkAbout1173_Sale of City Property_96th and MingoTulsa County Clerk - Michael Willis
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LA IT Vt VWASSO, OKLAHOMA
ORDINANCE NO. 1173
AN ORDINANCE APPROVING THE SALE OF CITY OF OWASSO REAL PROPERTY
LOCATED AT THE NORTHEAST CORNER OF EAST 96TH STREET NORTH AND MINGO
ROAD, PLATTED AS BAILEY CREEK, AUTHORIZING THE MAYOR TO EXECUTE SUCH
DOCUMENTS NECESSARY FOR COMPLETING THE TRANSACTION, NOTIFYING THE
PUBLIC OF REFERENDUM RIGHTS, AND DECLARING AN EFFECTIVE DATE
WHEREAS, the City of Owasso owns approximately 438,469 square feet or 10.06586 acres, more
or less, of land located at the northeast corner of East 96th Street North and North Mingo Road, as
recorded in a Trustee's Deed filed under Doc # 2015097859 in the Tulsa County Clerk's Office; and,
WHEREAS, the Property is currently vacant and unused by the City and the City Council finds
that the sale of the property is in the best interest of the citizens of Owasso; and,
WHEREAS, the City Charter authorizes the City of Owasso the Sale of Property Valued at More
Than $250,000 under Section 4 -3; and,
WHEREAS, during their March 5, 2019 and March 3, 2020, meetings, the Owasso City Council
declared the property as surplus to the needs of the City and approved Resolutions 2019 -07 and 2020 -06,
respectively, authorizing the sale of said property.
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF OWASSO, THAT TO WIT:
SECTION ONE (1): The City Council of the City of Owasso, Oklahoma hereby approves the sale of property
described in Section Two to The Nest at Bailey Creek, LLC or Assigns for the purchase price of $802,000.00.
SECTION TWO (2): A tract of land located in Government Lot Four (4) in the Southwest Quarter (SW /4) of
Section Eighteen (18) in Township Twenty -one (21) North and Range Fourteen (14) East of the Indian Base
and Meridian (1.B. &M.), according to the U.S. Government Survey, thereof; Tulsa County, State of
Oklahoma; being more particularly described as follows:
Commencing at the SW corner of the SW /4 of Sec. 18, T -21 -N, R -14 -E, I.B. &M.; Thence N
00 °57'40" W along the west line of said SW /4 a distance of 590.10 feet; Thence N 88 056'16"
E a distance of 50.00 feet to the Point of Beginning being on the boundary of HONEY
CREEK, a subdivision in the City of Owasso, according to the recorded plat, thereof;
Thence N 88 05616" E along the boundary of said HONEY CREEK a distance of 827.55 feet
to the boundary of COVENTRY GARDENS, a subdivision in the City of Owasso, according
to the recorded plat, thereof; Thence S O1 00527" E along the boundary of said COVENTRY
GARDENS (until otherwise noted) a distance of 119.58 feet; Thence S 88 054'33" W a distance
of 20.00 feet; Thence S 01 °05'27" E a distance of 420.00 feet; Thence S 88 °54'13" W parallel
with and 50 feet north of the south line of said SW /4 (and leaving the boundary of said
COVENTRY GARDENS) a distance of 783.77 feet; Thence N 46 001'43" W a distance of 35.31
feet; Thence N 00 05740" W parallel with and 50.00 feet east of the west line of said SW /4 a
distance of 515.07 feet to the Point of beginning, and containing 10.063 acres, more or less
SECTION THREE (3): REFERENDUM PETITION
In accordance with the provisions of Section 4 -3 of the City Charter of the City of Owasso, Oklahoma, this
ordinance shall be referred to a vote of the electors of the City if a sufficient and lawful referendum petition
Page 1 of 2
Ordinance 1173
is properly filed within thirty days after its passage; otherwise it shall go into effect thirty days after its
passage.
SECTION FOUR (4): REPLEALER
All ordinances, or parts of ordinance, in conflict with this ordinance are hereby repealed to the extent of
the conflict only.
SECTION FIVE (5): SEVERABILITY
If any part or parts of this ordinance are deemed unconstitutional, invalid or ineffective, the remaining
portion shall not be affected by shall remain in full force and effect.
SECTION SIX (6): DECLARING AN EFFECTIVE DATE
The provisions of this ordinance shall become effective thirty (30) days from the date of final passage as
provided by state law.
SECTION SEVEN (7): FILING
There shall be filed in the office of the County Clerk of Tulsa County, Oklahoma, a true and correct copy
of this Ordinance
PASSED BY THE CITY COUNCIL OF THE CITY OF OWASSO, OKLAHOMA this 171h day of November, 2020.
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APPROVED AS TO FORM:
Julie I_99hbardi, City Attorney
Page 2 of 2
Ordinance 1173
IV. OFFER TO PURCHASE REAL PROPERTY
SUBMITTAL FORM
I (we) hereby submit an offer to purchase certain real property owned by the City of
Owasso.
The property is "As Is ", "Where Is ", and "With all Faults" including (without limitation)
encroachments which may be shown by survey, known as Bailey Creek, and is generally
located of the northeast corner of East 961h Street North and North Mingo Road.
By signing below, I state I have read and understand Article 4, Department of Finance;
Fiscal Affairs, Section 4 -3, Sale of Property Valued at More Than $250,000, of the Owasso
City Charter authorizing the sale of city property, real or personal, and that the City of
Owasso may decide to reject all offers for the property and thus retain ownership of the
property.
I hereby acknowledge that I have read this entire packet and will accept the property
in accordance with the conditions stated4herein- d.r9'ti,t, Ike a*er4rcf Rr U/ E,rV61t�
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My offer to purchase the property is $ 80Z,000
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DATE: 10 -G -Zo
RECEIVE[)
OCT 0 6 2020
City Clerk's Off
Page 5 of 6
Bailey Creek
(Norlheast Corner of East 96M Street North & Mingo Road(
Execution Version
REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT (the "Agreement") is made as of the Effective
Date between the City of Owasso ( "Seller") and The Nest at Bailey Creek, LLC, an Oklahoma
Limited Liability Company and/or Assigns ("Buyer").
The parties agree as follows.
1. Sale and Purchase. Seller agrees to sell and Buyer agrees to purchase the real
property appearing on Exhibit A, including all appurtenances and improvements thereon and any
oil, gas and other minerals not previously reserved or conveyed (the "Property "). The formal
description of the Property will be verified by a new ALTA survey and abstract.
2. Purchase Price. The purchase price for the Property (the "Purchase Price") shall be
Eight Hundred and Two Thousand Dollars ($802,000.00). Buyer shall pay the Purchase Price
as follows:
2.1 Deposit. Promptly, and in any event within two (2) business days, after
Buyer's receipt of a counterpart of this Agreement duly executed by Seller, Buyer shall deposit
with Secure Title & Escrow Tulsa, OK (the "Title Company"), an earnest money deposit in the
amount of five thousand dollars ($5,000.00) (the "Deposit ") to be held and disbursed in accordance
with this Agreement. If Buyer does not elect to terminate this Agreement pursuant to the
provisions of Section 4.2, Buyer shall within two (2) business days after the expiration of the
Inspection Period (as defined hereon) deposit an additional sum of five thousand dollars
($5,000.00) which shall be added to and become a part of the Deposit; if Buyer does not elect to
terminate this Agreement pursuant to the provisions of Section 4.3 or 4.4, Buyer shall within two
(2) business days after the expiration of the Permitting Period (as defined hereon) deposit a further
additional sum of five thousand dollars ($5,000.00) which shall also be added to and become a
part of the Deposit.
2.2 Payment at Closing. At the closing, the Title Company shall deliver the
Deposit to Seller and Buyer shall pay to Seller the balance of the Purchase Price by wire transfer
to an account designated by Seller.
3. Title to Property.
3.1 Title Commitment. As soon as reasonably practicable, Buyer will order a
commitment for an ALTA owner's policy of title insurance covering the Property (the "Title
Commitment") issued by the Title Company and legible copies (when legible copies are available)
of all documents that are the basis for proposed exceptions to coverage in the Title Commitment
(the "Exception Documents "). The Title Commitment shall name Buyer as the proposed insured
and state the Purchase Price as the policy amount.
3.2 Survey. Buyer may order a ALTA/NSPS Land Title Survey of the Property
that (a) is certified to Buyer, any lender of Buyer and such other party reasonably designated by
Buyer, (b) is dated after the Effective Date, (c) is performed by a licensed surveyor acceptable to
Buyer and Seller, (d) is prepared in accordance with the 2016 ALTA/NSPS Minimum Standard
Detail Requirements for ALTA/NSPS Land Title Surveys, and (e) includes items 1-4, 6(a) and (b),
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[7(a) and (b)(1), J 8, [9,) 11,13,16,17,18 and 19 on Table A of such Requirements (the "Survey').
In the event Buyer obtains a Survey pursuant to this Section 3.2, Buyer shall furnish Seller a full -
size, complete copy of it.
3.3 Review. Buyer shall have a period (the "Review Period ") ending ten (10)
business days after the date on which Buyer has received the last of the Title Commitment,
Exception Documents, and Survey in which to notify Seller of any objections to any matters
reflected in the Title Commitment, Exception Documents, or Survey. If a revision of the Title
Commitment or Survey is delivered to Buyer, Buyer shall have a Review Period of five (5)
business days after receipt in which to notify Seller of any objections to any matters referred to in
the revision that did not appear in the prior version of the Title Commitment or Survey, as
applicable, or the previously furnished Exception Documents. Any matters reflected in the Title
Commitment, Exception Documents, or Survey to which Buyer does not object in writing within
the Review Period shall be deemed to be permitted exceptions to Seller's title (the "Permitted
Exceptions "). The Permitted Exceptions shall include an exception for oil, gas, and other minerals
and rights relating thereto.
3.4 Curing Obiections. Seller shall satisfy and cause to be released at or before
closing all mortgages, deeds of trust, judgments, or other liens against or security interests in any
of the Property ( "Encumbrances "). Seller shall use reasonable efforts to (a) cure all other matters
referred to in the Title Commitment, Exception Documents, or Survey to which Buyer objects
under Section 3.3 and (b) to satisfy any requirements in the Title Commitment for the issuance of
a title insurance policy (other than those that pertain solely to Buyer). If Seller fails to satisfy an
Encumbrance at or before the closing, Buyer may terminate this Agreement by notice to Seller or
withhold from the payment of the purchase price the amount necessary in the Title Company's
reasonable judgment to satisfy the unsatisfied Encumbrances. If despite reasonable efforts Seller
is unable to cure Buyer's objections or satisfy the requirements at or before the closing, Buyer may
terminate this Agreement or may waive its objections and purchase the Property without reduction
of the Purchase Price for the unsatisfied Encumbrances. If Buyer terminates this Agreement
pursuant to this section, the Deposit shall be promptly returned to Buyer, except as provided in
and subject to Section 4.2.
4. Diligence and Inspections.
4.1 Delivery of Information. Within three (3) business days after the Effective
Date, Seller shall provide to Buyer copies of or access to all of the following that are in Seller's
possession or control:
(a) Reports of any environmental site assessments and other
environmental and other inspections and investigations of the Property;
(b) Surveys, title reports and opinions, and title insurance commitments
or policies for or appraisals of the Property; and
(c) Any written communication from any governmental authority or
person alleging or citing any violation of laws, regulations, codes, or ordinances with respect to
the Property by Seller or any other person, other than communications that are already matters of
public record such as litigation filings.
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4.2 Inspection Period. During the first One Hundred and Twenty (120) days
immediately following the Effective Date (the "Inspection Period "), Buyer and its representatives,
agents, and contractors may make physical inspections of the Property, including Phase I and
Phase II environmental site assessments, and otherwise conduct such investigations and take such
actions as Buyer deems appropriate to determine whether the Property is suitable for Buyer's
intended use. Buyer shall indemnify and hold Seller harmless from and against any and all claims
for injury to person or damage to property to the extent caused by the negligence or willful
misconduct of Buyer or Buyer's representatives, agents, or contractors on the Property. Seller
shall cooperate with Buyer's inspections, and this cooperation shall include providing a designated
representative for the environmental site assessment interview and timely responding to other
requests for information. If during the Inspection Period, Buyer determines in its sole discretion
that the Property is unsatisfactory for any or no reason, Buyer may terminate this Agreement by
written notice to Seller within the Inspection Period. If Buyer elects to terminate this Agreement
pursuant to this section, the Deposit shall be returned promptly to Buyer. If Buyer does not
terminate this Agreement within the Inspection Period, Buyer's initial Deposit of $5,000.00 shall
thereafter be nonrefundable unless the closing does not occur by reason of Seller's breach or
default hereunder.
4.3 Permitting Period: eriod: During the One Hundred and Twenty (120) days after
the conclusion of the Inspection Period (the "Permitting Period "), Buyer will obtain all permits
necessary for construction of Buyer's intended development. If, at the end ofthe Permitting Period,
Buyer has not obtained all permits, Buyer will have the right to extend the Permitting Period for
two (2) consecutive thirty (30 day) periods. "Permits" mean all governmental approvals necessary
for Buyer's intended development and operation of the Property, including, without limitation, all
required governmental land use permits and approvals, subject to the provisions of this Section
4.3, or other required permits and approvals for development. If Buyer does not receive all
necessary permits, Buyer may terminate this Agreement by written notice to Seller within the
Permitting Period (as and if extended). If Buyer elects to terminate this Agreement pursuant to
this section, the Deposit shall be promptly returned to Buyer, except as provided in Section 4.2.
4.4 Seller's Right to Demand Closing. In the event that Seller has performed
all of its obligations under this Agreement and Buyer does not close the transaction contemplated
by this Agreement on or before the thirtieth (300`) day after the conclusion ofthe Permitting Period,
Seller shall have the right, at Seller's sole option, to either terminate this agreement and keep the
entire Deposit or extend the closing date.
5. Closing. The closing of the sale of the Property shall occur in the offices of the
Title Company on a day acceptable to Buyer and Seller that is not later than thirty (30) days after
the conclusion of the Permitting Period (as and if extended). At or before the closing, Seller and
Buyer shall each take such actions and deliver the duly executed documents necessary or
appropriate to close the sale as described in this Agreement. All documents shall be reasonably
satisfactory to the legal counsel for the parties. The actions to be performed and the documents to
be delivered at the closing include those described in the following Sections 6.1 and 6.2.
6.1 Seller's Acts and Deliveries. Seller shall deliver the following:
(a) A duly executed and acknowledged special warranty deed conveying
indefeasible fee simple marketable title to the Property free and clear of any lien, security interest,
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claim, encumbrance, restriction, or other matter created or incurred by Seller other than the
Permitted Exceptions;
(b) A certificate (the "Closing Certificate ") executed by Seller and
representing and warranting to Buyer that each of Seller's representations and warranties in this
Agreement is accurate in all material respects as of the closing date as if made on the closing date,
and, with respect to any representation and warranty that is not true and correct in all material
respects, a statement in reasonable detail of any fact or condition that has caused the representation
and warranty to not be true and correct in all respects;
(c) An affidavit and indemnity of Seller enabling the Title Company to
insure Buyer's title to the Property without exceptions for unfrled Iiens, rights of parties in
possession, and matters created, first appearing in the public records, or attaching subsequent to
the effective date of the Title Commitment but prior to Buyer's acquisition of title of record to the
Property;
(d) An affidavit of Seller sufficient to relieve Buyer of its withholding
obligations under § 1445 of the Internal Revenue Code;
(e) A settlement statement; and
(f) Possession of the Property in substantially the condition existing on
the Effective Date, subject expressly to the matters described in Section 6.1(b).
6.2 Buyer's Acts and Deliveries. Buyer shall deliver the following:
(g) Balance of the Purchase Price; and
(h) A settlement statement.
7. Costs. Seller shall pay Seller's attorneys' fees, the cost of curing Buyer's title
objections, 50% of the cost of a new ALTA Survey, the Oklahoma Documentary Stamp Tax
applicable to the deed, and one -half of the closing fees and expenses of the Title Company. Buyer
shall pay Buyer's attorneys' fees, the cost of Buyer's inspections of the Property, 50% of the cost
of a new ALTA Survey, the cost of recording the deed, all abstracting and title examination costs
of the Title Company, the premium for the title insurance policy, the cost of the endorsements to
the title insurance policy described in Section 11.2(b), and one -half of the closing fees and
expenses of the Title Company. The liability of the parties for these allocated costs shall survive
any termination of this Agreement.
8. Prorations. Seller shall be responsible for the payment of all ad valorem real estate
taxes, personal property taxes, and assessments assessed against the Property for the years prior to
the year of the closing and all matured and unmatured special assessments against the Property.
Ad valorem real estate taxes, personal property taxes, and assessments for the year of the closing
shall be prorated between Buyer and Seller. If the actual amount of ad valorem taxes and
assessments for the year of the closing cannot be determined at the closing, the proration shall be
on the basis of the amount assessed for the prior year, adjusted to reflect changes in assessed value
or rates known to be in effect for the year of the closing.
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9. Seller's Representations and Warranties.
9.1 Seller's Representations and Warranties. To induce Buyer to enter into this
Agreement and to accept title to and possession of the Property, Seller represents and warrants to
Buyer as follows.
(a) Authority Seller has the power and authority to execute, deliver, and
perform this Agreement. The person signing this Agreement on behalf of Seller is authorized to
do so. The execution, delivery, and performance of this Agreement by Seller have been duly
authorized by all requisite company action of Seller, and no further action is necessary to authorize
such action or to make this Agreement the valid and binding obligation of Seller. The execution,
delivery, and performance of this Agreement by Seller will not violate any provision of Seller's
organizational documents,
(b) No Violation. The execution, delivery, and performance by Seller of
its obligations under this Agreement will not conflict with or result in a breach of, or constitute a
default under, any of the provisions of any judgment, decree, or order by which the Property or
Seller is bound or any contract to which Seller is a party or by which Seller is bound.
(c) Pending Actions. To Seller's knowledge, there is no action, suit,
arbitration, administrative or judicial proceeding, or unsatisfied order or judgment pending or, to
Seller's knowledge, threatened against Seller that pertains to the Property or the transaction
contemplated by this Agreement, except as provided herein.
(d) Condemnation. To Seller's knowledge, there are no condemnation
or eminent domain proceedings of any type pending or threatened that relate to any part of the
Property, and Seller has received no notice, oral or written, of the desire of any public authority or
other entity to take or use any part of the Property.
(e) Compliance. To Seller's knowledge, the Property and the use of the
Property have been and are in compliance with all applicable zoning ordinances, building codes,
and other applicable laws and regulations, including those related to the protection of human
health, safety, the environment, wildlife, or natural resources.
(f) Environmental Matters. To Seller's knowledge no hazardous
substances have been used, generated, treated, stored, disposed of, released, or handled by Seller
on or under the Property, except in compliance with applicable environmental laws and the
ownership and operation of the Property by Seller is in compliance with all environmental laws.
(g) "As is, where is." Purchaser is acquiring the Property on an "as is,
where is" basis.
9.2 Subsequent Events. If prior to the closing Seller obtains knowledge that
any of Seller's representations and warranties are inaccurate in any material respect, Seller shall
promptly notify Buyer of such fact.
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10. Buyer's Representations and Warranties.
10.1 Buyer's Representations and Warranties. To induce Seller to enter into this
Agreement, Buyer represents and warrants to Seller as follows.
(a) Authori . Buyer has the power and authority to execute, deliver,
and perform this Agreement. The person signing this Agreement on behalf of Buyer is authorized
to do so. The execution, delivery, and performance of this Agreement by Buyer have been duly
authorized by all requisite company action of Buyer and its managers and members, and no further
action is necessary to authorize such action or to make this Agreement the valid and binding
obligation of Buyer. The execution, delivery, and performance of this Agreement by Buyer will
not violate any provision of Buyer's organizational documents.
(b) No Violation. The execution, delivery, and performance by Buyer of
its obligations under this Agreement will not conflict with or result in a breach of, or constitute a
default under, any of the provisions of any judgment, decree, or order by which Buyer is bound or
any contract to which Buyer is a party or by which Buyer is bound.
10.2 Survival of Representations and Warranties. Buyer's liability for its
representations and warranties shall survive the closing.
11. Conditions to Buyer's Obligation to Close. The obligation of Buyer to close and
purchase the Property shall be subject to and conditioned upon the satisfaction, at or before the
closing, of all the conditions below, which Buyer may waive in its absolute discretion. Seller and
Buyer shall use reasonable efforts to cause the satisfaction of the conditions at or before the
closing.
11.1 Performance. Seller shall have performed all of its obligations under this
Agreement in all material respects, including making the deliveries required by Section 6.1.
11.2 Title Insurance. Buyer shall have received:
(a) A copy of the Title Commitment marked and initialed by the Title
Company to evidence the satisfaction of all requirements and the Title Company's binding
obligation to issue to Buyer an owner's policy of title insurance insuring in Buyer indefeasible fee
simple marketable title to the Property with no exceptions other than the Permitted Exceptions;
and
(b) The Title Company's binding commitment to issue the following
endorsements: (i) owner's comprehensive endorsement; (ii) access and entry endorsement (ALTA
17); (iii) same as survey endorsement (ALTA 25); and (iv) deletion of arbitration endorsement.
11.3 Representations and Warranties, Seller's representations and warranties in
this Agreement shall be true and correct in all material respects as of the closing without regard to
the Closing Certificate.
12. Conditions to Seller's Obligation to Close. The obligation of Seller to close and
sell the Property shall be subject to and conditioned upon the satisfaction, at or before the closing,
of all the conditions set out below, which Seller may waive in its absolute discretion. Seller and
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Buyer shall use reasonable efforts to cause the satisfaction of the conditions at or before the
closing.
12.1 Performance. Buyer shall have performed all of its obligations under this
Agreement in all material respects, including making the deliveries required by Section 6.2.
12.2 Representations and Warranties. Buyer's representations and warranties in
this Agreement being true and correct in all material respects as of the closing.
13. Breach or Failure to Close. If the sale of the Property is not
consummated due to Buyer's default, then Seller may, as its sole remedy for such default, terminate
this Agreement and receive the Deposit as liquidated damages and not as a penalty, because the
actual damages to Seller from a default by Buyer would be impractical or extremely difficult to
ascertain and the amount of the Deposit is a reasonable estimate thereof. If the sale of the Property
is not consummated due to Seller's default, then Buyer shall be entitled to receive the return of the
Deposit and seek damages, or to seek specific performance of this Agreement, and any other
remedies available under law if Buyer so chooses.
14. Covenants of Seller.
14.1 Insurance. At all times prior to closing, Seller shall keep the Property
insured against loss or damage by fire and all risks covered by Seller's insurance that is currently
in force.
14.2 Notices. Other than as already provided elsewhere herein, Seller shall
promptly furnish Buyer with copies of all written notices from any governmental authority
regarding any alleged violation of any law, statute, ordinance, regulation, or order of any
governmental authority relating to the Property.
15. Condemnation. Seller will give Buyer prompt notice of any actual or threatened
condemnation of any portion of the Property. If prior to the closing there is a threat of or an actual
condemnation of any material portion of the Property, Buyer may terminate this Agreement by
written notice to Seller within five days after Buyer receives the notice described above or at the
closing, whichever is earlier. if Buyer elects to terminate this Agreement, the Deposit shall be
promptly returned to Buyer. If Buyer does not elect to terminate this Agreement, Buyer shall
purchase the Property without reduction of the Purchase Price and Seller shall assign or pay to
Buyer all of Seller's interest in any condemnation award.
16. Miscellaneous.
I6.1 No Solicitation or Other Bids. Seller shall not, directly or indirectly: (a)
encourage, solicit, initiate, facilitate or continue inquiries regarding an offer from any person or
entity other than Buyer relating to acquisition of all or any portion of the Property (an "Offer ");
(b) enter into discussions or negotiations with, or provide any information to, any person or entity
concerning a possible Offer; or (c) enter into any agreements or other instruments regarding an
Offer.
16.2 Time. Time is of the essence of this Agreement. If the last day of any time
period provided in this Agreement falls on a Saturday, Sunday, or legal holiday, the period shall
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be extended to end on the next day that is not a Saturday, Sunday, or legal holiday. "Business
days" as that term is used herein shall refer to days that are not Saturdays, Sundays or legal
holidays.
16.3 Notice. All notices required or permitted by this Agreement shall be in
writing and shall be personally delivered in return for a receipt or sent by certified mail, return
receipt requested, or by nationally recognized overnight courier, to the addresses set forth below,
or transmitted by email to the email address for each party set forth. All notices shall be deemed
given on the date of delivery or, if sent by (a) mail as provided above, on the date receipted for,
(b) courier as provided above, on the next business day after delivery to the courier, or (c) email
as provided above, upon receipt if sent prior to 5:00 p.m, local time at the address of the addressee,
or on the next business day if delivered after 5:00 p.m. local time or on a Saturday, Sunday, or
legal holiday. Any party may change the address to which notices are to be given by giving notice
in this manner.
16.4 Construction. The rule of construction that a document is to be construed
most strictly against the parry who drafted the document is not applicable to this Agreement
because both parties participated in the preparation of this Agreement. "Includes" and "including"
are not limiting. References to sections and exhibits are to sections and exhibits of this Agreement
unless otherwise indicated. References to numbered sections include included sections. For
example, a reference to Section i includes Section 1.1, 1.1(a), etc. Any reference to "this
Agreement" is a reference to this Agreement as a whole, and is not limited to the particular section,
clause, exhibit, schedule, or provision in which the reference appears, and to this Agreement as
amended, supplemented, replaced, or assigned from time to time. The meanings of defined terms
are applicable to the singular and plural forms of the defined terms.
16.5 Counterparts. This Agreement may be executed in one or more
counterparts. It shall not be necessary for the signature of more than one party to appear on any
single counterpart. Each counterpart shall be deemed to be an original of this Agreement, and all
counterparts together shall constitute one agreement. The exchange of executed counterparts of
this Agreement or of signature pages by facsimile or other electronic transmission shall constitute
effective execution and delivery of this Agreement, and such counterparts may be used in lieu of
the original for all purposes.
16.6 Attorneys' Fees. In any action between the parties relating to this
Agreement (including arbitration as provided in Section 16.7), the prevailing party shall be entitled
to an award of its attorneys' fees and costs.
16.7 _Waiver of Jury Trial In Favor of Compulsory Arbitration. The parties
irrevocably waive any right to demand that any action, proceeding, or counterclaim arising out of
or in any way related to this Agreement or the relationship of the parties being tried by jury,
electing instead for disputes to be resolved by compulsory arbitration as provided in this Section
16.7. This waiver extends to any right to demand a trial by jury arising from any source, including
the Constitution of the United States or any state therein, common law, or any applicable statute
or regulation. The parties acknowledge that they are knowingly and voluntarily waiving their
rights to demand trial by jury and that such waiver is a material consideration for entering into and
performing this Agreement. Any dispute, claim, or controversy arising out of or relating to this
Agreement or breach, termination, enforcement, interpretation, or validity thereof, including the
(2o3W7 :)
determination of the scope or applicability of this Agreement to arbitrate, shall be determined by
arbitration in Tulsa County, Oklahoma, before a sole arbitrator, in accordance with the laws of the
State of Oklahoma for agreements made in and to be performed in this State. The arbitration shall
be administered by an arbitrator selected by the agreement of the parties, or if they are unable to
agree on such a selection, then an arbitrator selected by the American Arbitration Association; in
any event, the arbitration shall be conducted in accordance with the Commercial Arbitration Rules
of the American Arbitration Association now or hereafter in effect. Judgment entered upon any
arbitral award or decision rendered may be enforced by appropriate judicial action.
16.8 1031 Like -Kind Exchange. Seller and Buyer will each, at no cost or liability
to the other, reasonably cooperate with each other for purposes of allowing Seller to effect a "like -
kind" exchange in accordance with Section 1031 of the Internal Revenue Code in connection with
the purchase and sale of the Property.
16.9 Assignment. Buyer may assign its rights under this Agreement, in whole
or in part, only to one or more assignees in which Buyer owns an equity interest.
16.10 Further Assurances. Each party will without further consideration execute
and deliver such other documents and take such other actions, whether prior or subsequent to the
closing, as may be reasonably requested by the other party to consummate or evidence more
effectively the purposes or subject matter of this Agreement.
16.11 Entire Agreement. This Agreement constitutes the final expression of the
entire agreement between Buyer and Seller and there are no agreements, understandings,
restrictions, warranties, or representations other than those stated in this Agreement. This
Agreement cannot be amended except by a writing executed by Buyer and Seller.
16.12 Expiration of Offer: Effective Date. Buyer's execution and delivery of this
Agreement constitutes an offer to Seller that Seller may accept only by delivery of a counterpart
of this Agreement, duly executed by Seller, to Buyer before 5:00 p.m. (CT) on Friday, November
204', 2020. At any time prior to Seller's acceptance, Buyer may revoke the offer by delivery of a
notice of Buyer's revocation to Seller. The Effective Date shall be the first business day after the
day on which Seller accepts this offer in the manner provided above. The parties shall confirm the
Effective Date in writing.
16.13 Licensed Real Estate Disclosure. Nathan Garrett is a licensed real estate
broker in the state of Oklahoma and is a principal in the transaction as part of the Buyer.
(Signatures onfollowingpages)
(2032647,) 9
Execution Version
* * Signatm•e Page to Real Estate Purchase Agreement * * *
EXECUTED on this day of , 2030.
THE NEST AT BAILEY CREEK, LLC
an Oklahoma limited liability company
By: TULSA PROPERTY GROUP, LLC
an Oklahoma limited liability company,
its Manager
By: %4�
Name: Nathan Garrett, Manager
Address:
1209 S. Frankfort Ave. #302
Tulsa, OK 74120
Attention: Mr. Nathan Garrett
Phone: 918-900-6246
E -mail: nathan @tulsapropertygroup.com
THE CITY OF OWASSO
Name:
Address:
Attention:
Fax:
Email:
1203,2647:1 Signature Page
Acceptance and Receipt by Title Company
The undersigned acknowledges receipt of the Deposit and agrees to hold the Deposit in
accordance with this Agreement.
EXECUTED on ,20 —.
0
(2032647;)
Exhibit A
Legal Description:
A tract of land located in Government Lot Four (4) in the Southwest Quarter (S W /4) of Section
Eighteen (18) in Township Twenty-one (2 i) North and Range Fourteen (14) East of the Indian
Base and Meridian (1.B. &M.), according to the U.S. Government Survey, thereof; Tulsa County,
State of Oklahoma; being more particularly described as follows:
Commencing at the SW comer of the SWA of Sec. 18, T -21 -N, R -14 -E, I.B. &M.; Thence N
00 °57'40" W along the west line of said S W/4 a distance of 590.10 feet; Thence N 88 05616" E a
distance of 50.00 feet to the Point of Beginning being on the boundary of HONEY CREEK, a
subdivision in the City of Owasso, according to the recorded plat, thereof; Thence N 88 °56'16" E
along the boundary of said HONEY CREEK a distance of 827.55 feet to the boundary of
COVENTRY GARDENS, a subdivision in the City of Owasso, according to the recorded plat,
thereof; Thence S 01 °05'27" E along the boundary of said COVENTRY GARDENS (until
otherwise noted) a distance of 119.58 feet; Thence S 88 15433" W a distance of 20.00 feet;
Thence S 01 °05'27" E a distance of 420.00 feet; Thence S 88 °54'13" W parallel with and 50 feet
north of the south line of said SW /4 (and leaving the boundary of said COVENTRY GARDENS)
a distance of 783.77 feet; Thence N 46 °01'43" W a distance of 35.31 feet; Thence N 00 °57'40"
W parallel with and 50.00 feet east of the west line of said S W/4 a distance of 515.07 feet to the
Point of beginning, and containing 10.063 acres, more or less.
To be verified by ALTA Survey
(2032647:)
V. NON - COLLUSION BID AFFIDAVIT
A. For the purpose of submitting a purchase offer, I certify:
N� -t4ti� G. rrd% , certify the following facts pertaining to the existence
of collusion among bidders and between bidders and municipal officials or employees, as well as
facts pertaining to the giving or offering of things of value to government personnel in return for
special consideration in the letting of any contract pursuant to the bid to which this statement is
attached;
2. 1 am fully aware of the facts and circumstances surrounding the making of a purchase
offer to which this statement is attached and have been personally and directly involved in the
proceedings leading to the submission of such offer; and
3. Neither the biddernor anyone subject to the bidder's direction orconlrol has been a party:
a. to any collusion with any stale /municipal official or employee as to quantity, quality or
purchase price in the prospective contract, or as to any other terms of such prospective
contract,
b. in any discussion between with any state /municipal official concerning exchange of
money or other thing of value for special consideration in the lettering of a contract.
B. I certify, if awarded the contract, whether competitively bid or not, have not paid. given or
donated or agreed to pay, give or donate to any officer or employee of the State of Oklahoma
or the City of Owasso any money or other thing of value, either directly or indirectly, in procuring
the contract to which this statement is attached.
'TI t•� .
KATE OF
CCUP:TYOP
P4tl, a„ 6a f r e `4- _being first duty sworn or, oaos mys Inal l am auincerea fo suomirlhe Ron- CO!lusian
Aliidavil ona 011ached offer.
Signature
S=lgri5*�9,ancFsw•arn.befcreme this �_ �I
1.
dayof
:aiarY Pubic T ! -. f � I
Commissionfi-
Expirolion::-
-
RIGR00 PEREZ
Notary Puollc - State of Oklahoma
Commission Number 19010131
My Commission Expires Oct S, 2013
Creek Page 6 of 6
5ci!c,
t•:crmeast Carney of East 98` Street north L (dingo P.oadl
A.1r,
TULSA PROPERTY GROUP
Ms. Juliann M. Stevens, City Clerk October 611, 2020
City of Owasso
200 South Main Street
Owasso, OK 74055
Re: Bailey Creek Land -96 " and Mingo
Dear Ms. Stevens,
We are pleased to attach an updated offer forthe purchase of the Bailey Creek parcel. On October 1", our
development team met with several members of the Owasso community development team to share our
"Nest" concept. During the meeting we reviewed our conceptual site plan for the Bailey Creek parcel. The
community development team has informed us that our proposed use is compatible with the PUD that is
currently in place on the site and no modification to the current zoning and /or PUD would be required.
New high - quality housing types like the Nest concept intersect with several long -term demographic shifts
in America and are finding broad market demand in major metros around the nation. We are currently
working with the City of Broken Arrow on the first Nest development in Oklahoma and we would be
pleased to bring the second to Owasso.
COVID -19 currently presents real estate developers with a great deal of uncertainty and many challenges
to overcome in the development process. We have reviewed the two appraisals that were conducted
during the pandemic. We note that the most recent appraisal saw the highest and best use as a "mixed -
use development with office, commercial and possibly higher- density residential'. While we believe that
it is possible that the market could eventually demand office or commercial on the Bailey Creek parcel,
our proposed use is strictly residential in nature and therefore less intensive. As a result, our updated
offer reflects an economically feasible price for this type of residential development.
We would look forward to meeting again with City staff to discuss the Nest concept in more detail. Our
team would be excited to work collaboratively with the City of Owasso to bring this exciting housing
concept to the Bailey Creek site. If I can be of assistance in any way, please do not hesitate to contact
me.
Yours Very Truly,
Nathan Garrett
Manager, Tulsa Property Group
As Managerof The Nest at Bailey Ranch, LLC
Attachments: 1.) Submittal Form
2.) Non - Collusion Bid Affidavit
2.) Real Estate Purchase Agreement
Q 1209 S. FRANKFORT AVE, SUITE 302 • TULSA, OK 74120
918 - 900 -6246 0 info @tulsaproperlygroup.com Q IW5agroU2rLVgrOUq:cdlll
e e
Weekly
Group
CITY OF OWASSOILEGALS
AOn Julie Stevens
PO BOX 180
OWASSO. OK 74055
Owasso Reporter' Sand Springs Leader
Sklatook Journal
Wagoner County American- Tribune
OKLAHOMA WEEKLY GROUP
P.O. BOX 1770
TULSA, OK 74102 -1770
Account Number
1015023
Date
November 25, 2020
Dale Category Description
Ad Size Total Cost
1112512020 Legal Notices ORDINANCE NO. 1173 2 x 89.00 CL 113.92
Affidavit of Publication
Published in the Owasso Reportter, Owasso, Tulsa County,
I, "M12 of lawful age, being duly
Oklahoma. November 25, 2020
sworn, am a legal representative of the Owasso Reporter of Owasso,
CITY OF OWASSO, OKLAHOMA
AN ORDINANCE APPROVIING THEISALE OF CITY OF
Oklahoma, a weekly newspaper of general circulation in Tulsa
OWASSO REAL PROPERTY LOCATED AT THE NORTH.
EAST CORNER OF EAST 96TH STREET NORTH AND MIN-
County, Oklahoma, a legal newspaper qualified to publish legal
GO ROAD, PLATTED AS BAILEY CREEK, AUTHORIZING
THE TO EXECE SUCH NECES-
SARY COMPLET NG THE TRANSACTIION,SNOTIFY-
notices, as defined in 25 O.S. § 106 as amended, and thereafter, and
ING THE PUBLIC OF REFERENDUM RIGHTS, AND DE.
CLARING AN EFFECTIVE DATE
complies with all other requirements of the laws of Oklahoma with
WHEREAS, the City of Owasso owns approximately 430,469
More or less, of located of
the northeast Easts
reference to legal publication. That said notice, a true copy of which
corner0of %th Street North anddNorth Min-
go Road, as 201SO78V In th the Tulsa County Clerk's filed untler o0a g
and
is attached hereto, was published in the regular edition of said
WHEREAS, the Property is currently vacant and unused by
the C and ity City finds the
ty Is In best Interest thecizens
newspaper during the period and time of publication and not in a
of Of Owasso;a,
WHEREAS, the City Charter authorizes the City of Owasso
the Sale of Property Valued at More Than =250,000 under Sec.
supplement, on the DATE(S) LISTED BELOW
tion 4.3; and
WHEREAS, during their March 5, 2019 and March 3, 2020,
meetings, the Owasso City Council declared the properly as
surplus to the needs of the City antl approved Resolutions
2019 -07 and 2020-06, respectively, authorizing the sale of said
Properly.
1125/2020
THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL
OF THE CITY OF OWASSO, THAT TO WIT:
SECTION ONE (1): The City Council of the City of Owasso,
Newspaper reference: 0000676218
Oklahoma hereby approves the sale of Properly deMribed in
Section Two to The Nest at Bailey Creek, LLC or Assigns for
the Purchase Price of $802,000.00.
SECTION TWO (2): A tract of land located In Government
Lot Four (4) in the Southwest Quarter (SW /4) of Section
Eighteen (18) In Township Twetybne (21) North and Range
Fourteen (14) East of the Indian Base and Meridian
_
(1.B.8M.), according to the U.S. Government Survey, them
Legal Representative
of; Tulsa County, State of Oklahoma; being more particular.
ly described as follows:
Commencing at the SW corner of the SW 14 of Sec. 18, T -21 -14,
R -14 -E, I.B.&M,; Thence N 00'57'40' W along the west line of
distance /of 50. distance
00 feet fa th5".10 Polnt of Beginning g being on the
Sworn to and subscribed before me this date:
boundary of HONEY CREEK, a subdivision In the City of
Owasso. according to the plot, thereof; Thence N
N
Owas16'
E along ary of
E along the boundary of saitl HONEY CREEK oe
NOV 2 5
tance of 027.55 feet to the boundary of COVENTRY GAR-
�n�p
DENS, a
DENS, a subdivision in the City of Owosso, according to the
�1 n A
recorded plat thereof; Thence 5 07 °wars E along the bath-
n
r` -✓]'/,
dary of said COVENTRY GARDENS (until otherwise noted)
— /y,1/ /Gnl/s�C.J, /U'BL�y
/ a X
a distance of 119.50 feet; Thence 5 08 °54'33' W a tlistance of
20.00 feet; Thence 5 01°05'27' E a distance of 420.00 feet;
L Notary F'fbblic
Thence S 00 °54.13' W Parallel with and 50 feet north of the
south line of said SW /4 (and leaving the boundary Of said
COVENTRY GARDENS) a distance of 783.77 feet; Thence N
46°OPO' W a distance of 35.31 feet; Thence N 00.5V40' W
Parallel with and 50.00 feet east of the west line of said SW/4a
Instance of 515,7 feet to the Point of beginning, and contain -
Ing acres, more: less
SE TIO
SECTION THREE (3th REFERENDUM PETITION
accordance with the provisions of Section Of the City
My Commission expires: v
C
Charter of the City of Owasso, Oklahoma, this ordinance
rd
cball
an vote t the electors of the City If a sufficient
lawful of r
and lawful referendum Petition properly within thirty
days after Its passage; otherwise Into It shall go Into effect thirty
SEC after Its Passage.
SECTION FOUR (4 )a REPLEALER
All ortlinances, or ports Ot ortllnOnce, in conflict with this Or-
HALL
dinance are hereby repealed to the extent of the conflict only.
if Part or parts this
If any PNFIVErts SEVERABare de
are deemetl
E OF OKLAHOMA
ES OCT. 14,2024
RM
ral,
ff ,the re nshall Pa-
be off iced by t ineffective, the remeiand portion shall net
be CTION by(hail remain in full force and
20012%60
SECTION 51n (6): DECLARING TIVE
EFFECTIVE DATE
The provisions of this ordinance shall become effective
ha thirty
(30) days from the date M final passage as prgvitletl by slate
b
law.
SECTION SEVEN FILING
There shall be filed d in in the office of the County Clerk of Tulsa
City Clerk
Julie Lombardi, City Attorney
TO:
FROM:
SUBJECT:
DATE:
The Honorable Mayor and City Council
BACKGROUND:
Julie Trout Lombardi
City Attorney and General Counsel
APPROVED BY COUNCIL
NOV 17 202U
Ordinance 1173, Sale of Surplus Property Bailey Creek
(Northeast corner of East 96th Street North and North Mingo Road)
November 13, 2020
Section 4 -3 of the City Charter provides two methods by which property valued at more than
$250,000.00 may be sold: (1) approved by a majority vote in an election, or, (2) adoption of a
special non - emergency ordinance by the City Council.
During the March 5, 2019, and March 3, 2020 meetings, the City Council approved Resolutions
authorizing the marketing of surplus property located at the northeast comer of East 96th Street
North and North Mingo Road, containing approximately 10 acres, and platted as Bailey Creek
(August 2019), and negotiations for the purchase to be conducted by the City Manager.
During the August worksession, the City Council discussed the two purchase offers received
(shown below), as well as the two appraisals completed for the property ($1.4 million and
$555,000).
The Nest at Bailey Ranch LLC or Assigns $440,000.00
Mingo Crossing Development Company LLC $450,000.00
A third appraisal was conducted and received in September 2020, valuing the property at $1.2
million. The appraisal was shared with the two bidders, placed on the city's website for public
viewing, and discussed during the October worksession.
Following receipt of the third appraisal, The Nest at Bailey Ranch LLC submitted a revised offer
for $802,000.00. A counteroffer was made by the City in the amount of $950,000.00. The buyer
rejected the counteroffer and advised $802,000.00 is their final offer.
PROPOSED ORDINANCE 1173:
A special non - emergency ordinance authorizing the sale of property containing approximately
438,469 square feet or 10.06586 acres, more or less, located at the northeast corner of East 96th
Street North and North Mingo Road, to The Nest at Bailey Ranch LLC or Assigns of Tulsa,
Oklahoma, in the amount of $802,000.00 is submitted to the City Council for consideration and
action.
The ordinance contains the required section, pursuant to Charter Section 4 -3, that the sale will
be presented to the electors of the City of Owasso for a vote if a proper referendum petition is
Sale of City Property
Page 2
filed within thirty (30) days of the ordinance's adoption. If no referendum petition is submitted,
the ordinance shall go into effect thirty (30) days following its passage, and the sale transaction
may be completed.
ATTACHMENTS:
Ordinance 1173
Purchase and Sale Agreement Offer