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HomeMy WebLinkAbout2022.07.19_OPWA AgendaPUBLIC NOTICE OF THE MEETING OF THE OWASSO PUBLIC WORKS AUTHORITY (OPWA) Council Chambers Old Central Building 109 North Birch, Owasso, OK Tuesday, July 19, 2022 - 6:30 PM NOTE., APPROPRIATE ACTION may include, but is not limited to: acknowledging, affirming, amending, approving, authorizing, awarding, denying, postponing, or fabling. AGENDA 1. Call to Order RECEIVED Chair Kelly Lewis JUL 14 2022 2. Roll Call 3. Consideration and appropriate action relating to a request for approval o e 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 - July 5, 2022, and July 12, 2022, Regular Meetings 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 and Covenant Agreement for Development Project Assistance in the Owasso Redbud District Project Plan, Tax Increment Financing District No. 1, for the project known as 5th Ave Business Park Chris Garrett Staff recommends approval of the Development and Financing Agreement and Covenant Agreement with 5th Ave Business Park, LLC., and authorization to execute all necessary documents. 6. Report from OPWA Manager 7. Report from OPWA Attorney 8. Official Notices (documents for acknowledgment or information only, no discussion or action will be taken) Payroll Payment Report- Pay Period Ending Date July 2, 2022 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 on Friday, December 10, 2021, and the Agenda posted at City Hall, 200 South Main Street 5:00 pm on Thursday )uly 14, 2022. M. Stevens, The City of Owasso encourages citizen participation. To request an accommodation due to a disability, contact the City Clerk at least 48 hours prior to the scheduled meeting by phone 918- 376 -1502 or by email to istevens @citvofowosso.com OWASSO PUBLIC WORKS AUTHORITY (OPWA) MINUTES OF REGULAR MEETING TUESDAY, JULY 5, 2022 The Owasso Public Works Authority (OPWA) met in regular session on Tuesday, July 5, 2022, in the Council Chambers at Old Central, 109 North Birch, Owasso, Oklahoma per the Notice of Public Meeting filed Friday, December 10, 2021; and the Agenda filed in the office of the City Clerk and posted at City Hall, 200 South Main Street, at 5:00 pm on Thursday, June 30, 2022. 1. Call to Order Chair Kelly Lewis called the meeting to order at 7:26 pm. 2. Roll Call Present Absent Chair- Kelly Lewis None Vice Chair -Alvin Fruga Trustee - Doug Bonebrake Trustee - Bill Bush Trustee - Lyndell Dunn 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 Authority 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 - June 21, 2022, Regular Meeting B. Approve claims Mr. Bush moved, seconded by Mr. Dunn to approve the Consent Agenda, as presented with claims totaling $1,938,851.39. YEA: Bonebrake, Bush, Dunn, Fruga, Lewis NAY: None Motion carried: 5 -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 (documents for acknowledgment or information only, no discussion or action will be taken) The Chair acknowledged receipt of the following: • Payroll Payment Report- Pay Period Ending Date June 18, 2022 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 Owasso Public Works Authority July 5, 2022 Page 2 9. Adjournment Mr. Dunn moved, seconded by Mr. Fruga to adjourn the meeting. YEA: Bonebrake, Bush, Dunn, Fruga, Lewis NAY: None Motion carried: 5 -0 and the meeting adjourned at 7:27 pm. Kelly Lewis, Chair Juliann M. Stevens, Authority Clerk OWASSO CITY COUNCIL, PUBLIC WORKS AUTHORITY, AND PUBLIC GOLF AUTHORITY MINUTES OF JOINT REGULAR MEETING TUESDAY, JULY 12, 2022 The Owasso City Council, Owasso Public Works Authority (OPWA), and Owasso Public Golf Authority (OPGA) met in a joint regular meeting on Tuesday, July 12, 2022, in the Council Chambers at Old Central, 109 North Birch Street, Owasso, Oklahoma, per the Notice of Public Meeting filed Friday, December 10, 2021; and the Agenda filed in the office of the City Clerk and posted at City Hall, 200 South Main Street, at 5:00 pm on Thursday July 7, 2022. 1. Call to Order /Roll Call In the absence of the Mayor and Vice Mayor, the City Clerk, Juliann M. Stevens called the meeting to order at 6:00 pm and asked for a nomination for Temporary Chair. Mr. Dunn moved seconded by Mr. Bush to appoint Doug Bonebrake as Temporary Chair. YEA: Bonebrake, Bush, Dunn NAY: None Motion carried: 3 -0 Present Absent Councilor /Trustee - Doug Bonebrake Mayor /Chair- Kelly Lewis Councilor /Trustee - Bill Bush Vice Mayor /Vice Chair -Alvin Fruga Councilor /Trustee - Lyndell Dunn A quorum was declared present. 2. Discussion relating to Community Development Department items A. Proposed amendments to the Land Use Master Plan - GrOwasso 2035 B. Request for rezoning (OZ 22 -04) - approximately 2.07 acres located at 501 North Carlsbad from Residential Single Family (RS -3) to Residential Multi Family (RM) C. Request for rezoning (OZ 22 -05) - approximately 7.652 acres located at 12525 East 116th Street North from Residential Multi- Family (RM) and Commercial Shopping (CS) to Commercial Shopping (CS) D. Request for rezoning (OZ 22 -06) - approximately 2.46 acres located at East 86th Street North and North 137th East Avenue, south of the Owasso High School Campus from Office (0) and Commercial Shopping (CS) to Commercial Shopping (CS) Karl Fritschen presented the items and discussion was held. It was further explained that the public hearing for item A, as well as consideration and action for items B, C, and D will be placed on the July 19, 2022 City Council agenda. 3. Discussion relating to Tax Increment Financing, Owasso Redbud District, Increment District No. 1, Development Project Assistance - proposed Development and Financing Agreement with 5th Ave Business Park, LLC Chris Garrett presented the item and discussion was held. It was further explained that this item will be placed on the July 19, 2022 Owasso Public Works Authority and City Council agendas for consideration and action. 4. Discussion relating to City /Authority Manager items A. Monthly sales tax report B. City Manager report Chris Garrett introduced Carly Novozinsky to present item A and discussion was held. Item B, no report. 5. City Councilor /Trustee comments and inquiries Mr. Bonebrake commented on Vice Mayor Fruga's birthday. 6. Adjournment The meeting adjourned at 6:27 pm. Doug Bonebrake, Temporary Chair Juliann M. Stevens, City Clerk Claims List - 07/19/2022 Fund Vendor Name Payable Description Payment Amount 61 OPWA ENVISION CIVIL CONTRACTORS LLC 2022 ATLANTA WATER LINE R $12,316.44 ATLANTA WATER LINE REPLAC -Total CITY GARAGE OH JUN22 $12,316.44 BLUE ENERGY FUELS LLC CNG FUEL PURCH JUN22 $80.11 CITY GARAGE CITY GARAGE OH JUN22 $195.17 CITY GARAGE CITY GARAGE PARTS JUN $21.00 CITY OF OWASSO ADMIN OVERHEAD $25,000.00 JPMORGAN CHASE BANK MAIL THIS - POSTAGE $8.44 JPMORGAN CHASE BANK OFFICE DEPOT - SUPPLIES $74.80 ONEOK INC OKLAHOMA NATURAL GAS NATURAL GAS USAGE $106.63 UNIFIRST HOLDINGS LP UNIFORM SERVICE $29.81 UNIFIRST HOLDINGS LP UNIFORM SERVICES $45.37 OPWA ADMINISTRATION -Total $25,561.33 CINTAS CORPORATION FIRST AID SUPPLIES $97.42 CITY GARAGE CITY GARAGE OH JUN22 $270.24 CITY GARAGE CITY GARAGE PARTS JUN $177.59 JPMORGAN CHASE BANK NATURAL -WASTE $842.82 JPMORGAN CHASE BANK NEXTCARE- VACCINE $200.00 JPMORGAN CHASE BANK OFFICE DEPOT - SUPPLIES $52.33 JPMORGAN CHASE BANK WASTE MGMT -FEES $1,435.62 UNIFIRST HOLDINGS LP UNIFORM SERVICE $18.98 UNIFIRST HOLDINGS LP UNIFORM SERVICES $18.70 RECYCLE CENTER -Total $3,113.70 BLUE ENERGY FUELS LLC CNG FUEL PURCH JUN22 $2,319.20 CINTAS CORPORATION FIRST AID SUPPLIES $78.69 CITY GARAGE CITY GARAGE OH JUN22 $4,299.25 CITY GARAGE CITY GARAGE PARTS JUN $1,147.08 FLEETCOR TECHNOLOGIES FUELMAN CHGS JUN22 $8,204.04 JPMORGAN CHASE BANK AMERIFLEX- SUPPLIES $270.85 JPMORGAN CHASE BANK AMERIFLEX -TOOLS $99.15 JPMORGAN CHASE BANK BUMPER- SUPPLIES $938.43 JPMORGAN CHASE BANK COLCOLUMBIA- SUPPLIES $46.99 JPMORGAN CHASE BANK CRAZY TRUCK -MAINT $285.00 JPMORGAN CHASE BANK FROST OIL - SUPPLIES $450.07 JPMORGAN CHASE BANK HOME DEPOT - SUPPLIES $228.38 JPMORGAN CHASE BANK LOWES -TOOLS $76.50 JPMORGAN CHASE BANK MHC -KW- TULSA- SUPPLIES $1,006.58 JPMORGAN CHASE BANK PTG -MAINT $966.25 JPMORGAN CHASE BANK WALMART- SUPPLIES $180.00 JPMORGAN CHASE BANK WASTE MGMT -FEES $12,810.35 UNIFIRST HOLDINGS LP UNIFORM SERVICE $72.12 UNIFIRST HOLDINGS LP UNIFORM SERVICES $70.26 1 Claims List - 07/19/2022 Fund Vendor Name Payable Description Payment Amount 61 OPWA VERIZON WIRELESS WIRELESS CONNECTION $211.20 REFUSE COLLECTIONS -Total $33,760.39 JPMORGAN CHASE BANK OFFICE DEPOT - SUPPLIES $79.70 TECHNICAL PROGRAMMING SERVICES BILLING SERVICES $3,209.28 INC CITY GARAGE OH JUN22 $1,364.67 UTILITY BILLING -Total CITY GARAGE PARTS JUN $3,288.98 BLUE ENERGY FUELS LLC CNG FUEL PURCH JUN22 $127.83 CINTAS CORPORATION FIRSTAID SUPPLIES $39.48 CITY GARAGE CITY GARAGE OH JUN22 $1,580.92 CITY GARAGE CITY GARAGE PARTS JUN $3.76 FLEETCOR TECHNOLOGIES FUELMAN CHGS JUN22 $2,222.02 JPMORGAN CHASE BANK COLCOLUMBIA - SUPPLIES $46,99 JPMORGAN CHASE BANK COMM POWER- REPAIRS $518.00 JPMORGAN CHASE BANK CORE &MAIN - REPAIR $239.00 JPMORGAN CHASE BANK KEY EQUIP -PARTS $606.84 JPMORGAN CHASE BANK LOWES- SUPPLIES $3.28 JPMORGAN CHASE BANK NEXTCARE - VACCINE $400.00 JPMORGAN CHASE BANK OREILLY- SUPPLIES $51.99 ONEOK INC OKLAHOMA NATURAL GAS NATURAL GAS USAGE $240.70 UNIFIRST HOLDINGS LP UNIFORM SERVICE $62.27 UNIFIRST HOLDINGS LP UNIFORM SERVICES $61.35 VERDIGRIS VALLEY ELECTRIC COOP COFFEE CREEK ELECTRIC $1,171.81 VERDIGRIS VALLEY ELECTRIC COOP GARRETT CREEK ELECTRI $199.96 VERIZON WIRELESS WIRELESS CONNECTION $80.02 WASTEWATER COLLECTIONS -Total $7,656.22 AT &T PHONE SERVICE $9.03 BLUE ENERGY FUELS LLC CNG FUEL PURCH JUN22 $8.57 CITY GARAGE CITY GARAGE OH JUN22 $1,364.67 CITY GARAGE CITY GARAGE PARTS JUN $115.50 FLEETCOR TECHNOLOGIES FUELMAN CHGS JUN22 $1,085.61 JPMORGAN CHASE BANK ACCURATE -ODEQ RENEWAL $300.00 JPMORGAN CHASE BANK BLUE BOOK - SUPPLIES $722.38 JPMORGAN CHASE BANK BUMPER- EQUIPMENT $360.99 JPMORGAN CHASE BANK COLCOLUMBIA - SUPPLIES $46.99 JPMORGAN CHASE BANK CONTINENTAL - SUPPLIES $282.92 JPMORGAN CHASE BANK ELLIOTT- EQUIPMENT $2,625.00 JPMORGAN CHASE BANK GRAINGER- SUPPLIES $42.48 JPMORGAN CHASE BANK GREEN ACRE - REFUND ($6.50) JPMORGAN CHASE BANK GREEN ACRE - SUPPLIES $336.50 JPMORGAN CHASE BANK GREEN COUNTRY -TESTS $140.00 JPMORGAN CHASE BANK NCL- SUPPLIES $81.64 2 Claims List - 07/19/2022 Fund Vendor Name Payable Description Payment Amount 61 OPWA JPMORGAN CHASE BANK POLYDYNE - SUPPLIES $7,590.00 JPMORGAN CHASE BANK ROYAL FILTER - SUPPLIES $1,496.87 JPMORGAN CHASE BANK VACMOTION- SUPPLIES $70.65 JPMORGAN CHASE BANK WALMART- SUPPLIES $38.68 JPMORGAN CHASE BANK WASTE MGMT- REMOVAL $9,752.20 UNIFIRST HOLDINGS LP UNIFORM SERVICE $66.68 UNIFIRST HOLDINGS LP UNIFORM SERVICES $63.15 VERIZON WIRELESS WIRELESS CONNECTION $80.02 WASTEWATER TREATMENT -Total $26,674.03 BLUE ENERGY FUELS LLC CNG FUEL PURCH JUN22 $25.12 CITY GARAGE CITY GARAGE OH JUN22 $1,766.25 CITY GARAGE CITY GARAGE PARTS JUN $595.02 CITY OF TULSA UTILITIES WATER $405,927.75 FLEETCOR TECHNOLOGIES FUELMAN CHGS JUN22 $2,876.56 JPMORGAN CHASE BANK ACCURATE- SUPPLIES $850.00 JPMORGAN CHASE BANK ATWOOD- SUPPLIES $34.99 JPMORGAN CHASE BANK BROWN FARMS - SUPPLIES $120.00 JPMORGAN CHASE BANK COLCOLUMBIA- SUPPLIES $46.99 JPMORGAN CHASE BANK DEPT OF ENV - RENEWAL $92.00 JPMORGAN CHASE BANK DOLESE- SUPPLIES $1,015.00 UNIFIRST HOLDINGS LP UNIFORM SERVICE $71.36 UNIFIRST HOLDINGS LP UNIFORM SERVICES $70.31 VERDIGRIS VALLEY ELECTRIC COOP WATER CONTROL ELECTRI $30.60 VERIZON WIRELESS WIRELESS CONNECTION $200.09 WATER -Total $413,722.04 OPWA -Total $526,093.13 69 OPWA SALES TAX SUB SPROUTS FARMERS MARKET INC DEVELOPMENT AGREEMENT $30,000.00 ACCOUN OPWASTSUB- DEBTSERV -Total $30,000.00 OPWA SALES TAX SUB ACCOUN -Total $30,000.00 OPWA Grand Total $556,093.13 K] TO: The Honorable Chair and Trustees Owasso Public Works Authority (OPWA) FROM: Chris Garrett Assistant City Manager SUBJECT: Owasso Redbud District and Increment District No. Development and Financing Agreement DATE: July 14, 2022 BACKGROUND: In December 2016, the OPWA created the Tax Increment Financing (TIF) District in the downtown Owasso Redbud District area. On April 4, 2017, the OPWA 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 5th Ave Business Park, LLC, for development assistance on the project known as the 51h Ave Business Park located on the southwest corner of 5th Avenue and Owasso Expressway. The application and supporting materials were 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 1217o of Hard Construction Costs. The application anticipates construction costs of $7,850,000.00, which would result in a reimbursement not to exceed $942,000.00 to 5th Ave Business Park, LLC. The contract further outlines obligations of the City and the developer as required in approved TIF documents. RECOMMENDATION: On June 1, 2022, the Review Committee met and voted unanimously to recommend approval to the OPWA, finding that the project is eligible to receive TIF assistance. ATTACHMENTS: Development and Financing Agreement with 5th Ave Business Park, LLC Covenant Agreement TIF Boundary Map DEVELOPMENT AND FINANCING AGREEMENT BY AND BETWEEN THE OWASSO PUBLIC WORKS AUTHORITY AND 5TH AVE BUSINESS PARK, LLC July ,2022 DEVELOPMENT AND FINANCING AGREEMENT BY AND BETWEEN THE OWASSO PUBLIC WORKS AUTHORITY AND 5TH AVE BUSINESS PARK, LLC THIS DEVELOPMENT AND FINANCING AGREEMENT ( "Agreement ") is made on or as of this _ day of July, 2022, by and between the Owasso Public Works Authority, an Oklahoma public trust ( "Authority "), and 5th Ave Business Park, LLC ( "Developer "). WITNESSETH: WHEREAS, the Authority was created by a Trust Indenture, dated as of the 10`h day of January, 1973, as a public trust for the use and benefit of the City of Owasso, Oklahoma ( "City "), pursuant to the provisions of 60 O.S. §176, et seq., as amended and supplemented, and other applicable 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 mixed -use development containing approximately 64,800 square feet of retail /flex space buildings and associated parking, access, and necessary public improvements ( "Project "); and WHEREAS, the Developer owns real property, described and depicted on Exhibit 1, attached hereto ( "Project Site "), which lies within the Project Area and Increment District, 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: 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 up to $942,000.00, limited to 90% of the ad valorem and sales tax increment revenues apportioned and actually received by the Authority under the Project Plan that are generated by the Project, as provided under Section 4.02, 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 $9,900,000.00. The Project is a mixed -use retail and flex -space development on the southeastern edge of the Redbud District. The Project will serve as an introduction to the Redbud District from 5 "' Avenue coming off the Owasso Expressway, and may stimulate additional private development in that area, providing a public benefit to the City. SECTION 1.02 Relationship of the Parties. The implementation of this Agreement is a complex process which will require the mutual agreement of the parties and their timely actions on matters appropriate or necessary to implementation. The parties further agree to consider and enter into such amendments as are reasonably necessary and appropriate to clarify, refine, or reinforce the commitments made herein or to adjust or modify them in light of changes in market conditions. The parties hereto shall use their best efforts in good faith to perform and to assist others in performing their respective obligations in accordance with this Agreement. This Agreement specifically does not create any partnership or joint venture between the parties hereto, or render any party liable for any of the debts or obligations of any other party. 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 an amount up to $942,000.00. Such assistance is to support construction of the Project. ARTICLE III DEVELOPER OBLIGATIONS SECTION 3.01 Design Documents. The Developer shall provide to the City the Development Plans and Specifications for the Project no later than the time for submission of such plans for building permits. The Community Development Department shall review the plans to confirm that the project meets the City's development objectives as reflected in this Agreement and complies with the Project description. SECTION 3.02 Development Obligations. Developer shall cause the Project to be constructed on the Project Site, at no expense to the City or the Authority. The Project must be constructed in accordance with the Development Plans and Specifications approved by the City. The Developer shall secure or cause the appropriate parties to secure all governmental approvals in connection with (a) the construction, completion, and occupancy of the Project; and (b) the development and operation of the Project, including, without limitation, zoning, building code, and environmental laws. The Project shall include the following: A. Mixed -use, retail /flex -space development; B. Building A, one story building of approximately 26,400 square feet of separated commercial, light industrial, and retail spaces; C. Building B, one story building of approximately 24,000 square feet of separated commercial, light industrial, and retail spaces; D. Building C, one story building of approximately 14,400 square feet of separated commercial, light industrial, and retail spaces; E. Dedicating parking for the commercial, light industrial, and retail spaces; and F. Infrastructure improvements to serve the Project. 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 public improvements benefitting the Project. SECTION 4.02 Payment Obligations. Beginning on the first day of the third 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 $942,000.00. The payments of assistance in development financing shall continue until the occurrence of the first of the following events: (A) $942,000.00 is paid, (B) December 31, 2039, 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 $70,000.00, shall be imposed and shall be filed in the land records of the County Clerk of Tulsa County. Such payment obligation shall begin on January 1, 2024. 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 $70,000.00, the additional amount shall be billed to the Developer by the Authority. The Developer shall provide payment to the Authority within 30 days of receipt of the bill from the Authority. SECTION 4.04 Additional Conditions and Terms of Assistance in Development Financing. Notwithstanding anything to the contrary contained herein, under no circumstances shall the Developer be entitled to any payments of assistance in development financing if the Project has not been completed or if the Developer is in default under this Agreement. All payments are subject to availability of increment. SECTION 4.05 Limitations on Assistance in Development Financing Obligations. Notwithstanding anything to the contrary contained herein, in no event shall the total amount of assistance in development financing provided to the Developer under this Agreement exceed $942,000.00. 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 Repayment of Assistance. In the event the Oklahoma Tax Commission determines, for any reason, that any sales taxes were erroneously paid to the City from the sales in the Project and City is required to repay any portion of such taxes to the Oklahoma Tax Commission, the amount of such repayment shall be deducted from the calculation of the increment and therefore from the payment of assistance in development financing due for the year, and the payment to the Developer shall be adjusted accordingly. In the event that such a determination is made at a time when no further payments are due to the Developer under this Agreement, the Developer agrees to reimburse the Authority the amount of such repayment to the Oklahoma Tax Commission. The foregoing shall in no way waive or otherwise affect the right of Developer or any other business in the project to contest or protest any such determination by the Oklahoma Tax Commission. SECTION 4.08 Transfers. Should the Developer desire to transfer any interests in this Agreement or the Project Site to another development entity which is necessary for financing or development purposes, and the Authority states its general willingness to consider and approve appropriate transfers required for financing purposes pursuant to a request and documentation by the Developer. 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. The Developer shall be responsible for the construction, renovation, improvement, equipping, repair and installation of all public and private improvements associated with the Project as described in, and in conformance with approved schematic drawings, design documents, constructions documents, and related plans and documents ( "Development Plans and Specifications "). 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 September 15, 2022, the Developer shall have commenced the construction of the Project. Not later than June 30, 2023, 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 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 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 carry out the provisions of this Agreement in conformity with all applicable local, state and federal laws and regulations. SECTION 5.11 Antidiscrimination During Construction. The Developer, for itself, its successors and assigns, and any contractor with whom Developer has contracted for the performance of work on the Project Site, agrees that in the construction of the Project, the Developer shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, age, sex, marital status, handicap, national origin or ancestry. SECTION 5.12 Taxes Assessments. Encumbrances and Liens. The Developer shall pay when due all real estate taxes and assessments on the Project Site. Prior to the performance of the obligations of this Agreement, the Developer shall not place or allow to be placed on the Project Site or any part thereof any uncontested mechanic's lien, any mortgage, trust deed, encumbrance or lien other than as expressly allowed by this Agreement. Nothing herein contained shall be deemed to prohibit the Developer from contesting the validity or amounts of any tax assessment, encumbrance or lien, nor to limit the remedies available to the Developer in respect thereto. SECTION 5.13 Prohibition Against Transfer of the Proiect 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 REPRESENTATIONS AND WARRANTIES SECTION 6.01 Developer Representations and Warranties. The Developer represents and warrants the following: A. The Developer represents that it is a limited liability company duly organized and existing under the laws of the State of Oklahoma. The Developer is authorized to conduct business in the State of Oklahoma, and is not in violation of any provisions of its articles of organization, operating agreement, or any other agreement governing the Developer, or any law of the State of Oklahoma affecting Developer's ability to perform under this Agreement. B. The Developer's ability to accomplish the Project with financing assistance from the Authority has induced the Developer to proceed with the Project, and the Developer hereby covenants to complete the same and continue to maintain and operate the Project, until the Certificate of Completion is provided to the Developer from the Authority. C. The Developer represents that it has the full power and authority to execute this Agreement and this Agreement shall constitute a legal, valid and binding obligation of the Developer in accordance with its terms, and the consent of no other party is required for the execution and delivery of this Agreement by such Developer or the consummation of the transactions contemplated hereby, subject to laws relating to bankruptcy, moratorium, insolvency, or other laws affecting creditor's rights generally and subject to general principles of equity. D. The Developer represents that the execution and delivery of this Agreement, the consummation of the transactions contemplated herein, and the fulfillment of or compliance with the terms and conditions of this Agreement are not prevented or limited by or in conflict with, and will not result in a breach of, other provisions of its articles of organization, operating agreement or any other agreement governing the Developer or with any evidence of indebtedness, mortgages, agreements, or instruments of whatever nature to which the Developer is a party or by which it may be bound, and will not constitute a default under any of the foregoing. E. To the knowledge of the undersigned representative of the Developer, there is not currently pending any action, suit, proceeding or investigation, nor, is any such action threatened which, if adversely determined, would materially adversely affect the Developer or the Development, or impair the ability of the Developer to carry on its business substantially as now conducted or result in any substantial liability not adequately covered by insurance. F. The Developer warrants that it has not paid or given and will not pay or give any officer, employee or agent of the City or the Authority any money or other consideration for obtaining this Agreement. The Developer further represents that, to its best knowledge and belief, no officer, employee or agent of the City or the Authority who exercises or has exercised any functions or responsibilities with respect to the Project during his or her tenure, or who is in a position to participate in a decision making process with regard to the Project, has or will have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work to be performed in connection with the Project, or in any activity, or benefit therefrom, during or after the term of this Agreement. G. All utility services necessary for the development and construction of the Project are available to the Project Site, including water, storm and sanitary sewer facilities, electric and gas utilities, and telephone services. H. Financial statements of the Developer heretofore delivered to the Authority and the City are true and correct in all material respects, and fully and accurately present the financial condition of the Developer on the respective dates thereof. There has been no material adverse change in the financial condition of the Developer since the date of the latest statement furnished. I. The Project Site is free of all contamination requiring remediation including, but not limited to, (a) any "hazardous waste," "underground storage tanks," "petroleum," "regulated substance," or "used oil" as defined by the Resource Conservation and Recovery Act of 1976, as amended, or by any regulations promulgated thereunder; (b) any "hazardous substance" as defined by CERCLA, or by any regulations promulgated thereunder; (c) any substance the presence of which on, in, or under the Project Site is prohibited by any federal, state, or local law, rule, regulation, or ordinance similar to those set forth above; and (d) any other substance which by federal, state, or local law, rule, regulation, or ordinance requires special handling in its collection, storage, treatment, or disposal. 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 Chair, or in the Chair's absence, its Vice - Chair, to execute and deliver this Agreement and all other documentation required to consummate the transaction contemplated herein on behalf of the Authority. C. The performance by the Authority under this Agreement will not violate any provision or constitute a default under any indenture, agreement, or instrument to which the Authority is currently bound or by which it is affected. D. To the knowledge of the undersigned officer of the Authority, there is no action, suit, proceeding or inquiry at law or in equity pending or threatened, affecting the Authority wherein any unfavorable decision, ruling or finding would materially adversely affect the Authority's ability to perform under this Agreement or under any other instrument pertinent to the transaction contemplated herein to which the Authority is a party. ARTICLE VII EVENTS OF DEFAULT AND SECTION 7.01 Events of Default. The following shall constitute Events of Default hereunder and under each of the instruments executed pursuant to this Agreement: A. Default by the Developer in the performance or observance of any covenant contained in this Agreement, any instrument executed pursuant to this Agreement, or under the terms of any other instrument delivered to the Authority in connection with this Agreement, including, without limitation, the falsity or breach of any representation, warranty or covenant; B. Material variance from the approved Development Plans and Specifications without prior written consent of the City with regard to any of the materials, machinery, or equipment acquired in connection with the Project or the appurtenances thereto, or any other material variance from the Development Plans and Specifications; C. Any representation, statement, certificate, schedule or report made or furnished to the Authority by the Developer with respect to the matters and transactions covered by this Agreement which proves to be false or erroneous in any material respect at the time of its making or any warranty of a continuing nature which ceases to be complied with in any material respect and the Developer fails to take or cause to be taken corrective measures satisfactory to the Authority within 30 days after written notice by the Authority; or D. The initiation of bankruptcy or receivership proceedings by or against the Developer and the pendency of such proceedings for 60 days. SECTION 7.02 Remedies. The Authority will provide the Developer with notice and 30 days opportunity to cure any Event of Default described in Section 7.01. Upon the Developer's failure to commence and diligently pursue the cure within such 30 -day period, the Authority may, at its option, declare the Authority shall be entitled to proceed simultaneously or selectively and successively to enforce its rights under this Agreement and any of the instruments executed pursuant to the terms hereof, of any one or all of them. SECTION 7.03 Termination. A. In the event that the City unreasonably fails to approve the Development Plans and Specifications, and, if any such default or failure shall not be cured within 30 days after the date of written demand by the Developer, then this Agreement, or the relevant portion thereof, may, at the option of the Developer, be terminated by written notice thereof to the Authority, and, neither the Authority, nor the Developer shall have any further rights against or liability to the others under this Agreement with respect to the terminated portion thereof. B. In the event that the Developer fails to submit the Development Plans and Specifications to the City, or the Developer fails to obtain evidence of financing capacity satisfactory to the Authority, and, if any default or failure shall not be cured within 30 days after the date of written demand by the Authority, then this Agreement, or the relevant portion thereof, may, at the option of the Authority, be terminated by written notice thereof to the Developer, and, neither the Authority nor the Developer shall have any further rights against or liability to the others under this Agreement with respect to the terminated portion thereof. SECTION 7.04 Completion by the Authority. If an Event of Default occurs prior to the completion of construction of the Project, the Authority shall have the right, but shall not be bound, to complete the Project according to the approved Development Plans and Specifications. In the event the Authority elects to so complete the Project, the execution of this Agreement shall be deemed to be an appointment by the Developer of the Authority as its true and lawful attorney -in -fact with the full power of substitution to complete, or cause to be completed, the Project in the Developer's name and shall empower the Authority as follows: A. To use any funds of the Developer in the manner called for by the Development Plans and Specifications; B. To make minor changes and corrections in the Development Plans and Specifications as shall be deemed necessary or desirable by the Authority; provided, however, that such changes do not increase project costs more than 5% determined on a cumulative basis; 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. 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: 5th Ave Business Park, LLC 2300 E. 14 Street, Suite 301 Tulsa, Oklahoma 74104 Attn: Tracy Dean West 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 Assigning nt. 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. SECTION 8.07 Descriptive Headings. The descriptive headings of the articles and sections of this Agreement are for convenience only and shall not be used in the construction of the terms hereof. SECTION 8.08 Integrated Agreement. This Agreement constitutes the entire agreement between the parties hereto, and there are no agreements, understandings, warranties, or representations between the parties regarding the financing of the Project other than those set forth herein. SECTION 8.09 Time of Essence. Time is of the essence in the performance of this Agreement. SECTION 8.10 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives, and assigns. SECTION 8.11 Right to Defend. The Authority shall have the right, but not the obligation, with benefit of counsel selected by the Authority, all at the Developer's expense, to commence, appear in or defend any action or proceeding purporting to affect the rights or duties of the parties hereunder, and in connection therewith, if the Developer fails to so commence, appear in or defend any such action or proceeding, except in a suit between the Developer and the Authority, in which case the prevailing party shall be entitled to such fees and expenses as a part of any judgment obtained. SECTION 8.12 Trustees' Disclaimer. This instrument is executed by the Trustees or officers or both of the Authority in their official capacities as such Trustees or officers. By the execution hereof all parties agree that, for the payment of any claim or the performance of any obligations hereunder, resort shall be had solely to the specific assets of the Authority described herein and no Trustee or officer of the Authority shall be held personally liable therefore. In this regard, specific reference is made to Section 179 of the Public Trust Act and to the Trust Indenture dated as of the 10'h 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 _ day of July, 2022. (SEAL) ATTEST: City Clerk, Juliann M. Stevens OWASSO PUBLIC WORKS AUTHORITY Kelly Lewis, Chair 5TH AVE BUSINESS PARK, LLC By: Tracy Dean West, Authorized Member ACKNOWELDGEMENTS STATE OF OKLAHOMA ) )SS: COUNTY OF TULSA ) The foregoing instrument was acknowledged before me this day of July, 2022, by Kelly Lewis, Chair of the Owasso Public Works Authority, a public trust, on behalf of the Trust. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the date and year first above written. Notary Public (Notary Seal) STATE OF OKLAHOMA ) )SS: COUNTY OF TULSA ) The foregoing instrument was acknowledged before me this day of July, 2022, by Tracy Dean West, Authorized Member of 5th Ave Business Park, LLC, on behalf of 5th Ave Business Park, LLC. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal the date and year first above written. Notary Public (Notary Seal) Location, Legal Description, and Map of the Project Site Address: 7102 N. Owasso Expy. Legal Description: A TRACT OF LAND IN THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER (SE /4 NE /4) OF SECTION THIRTY -ONE (31) IN TOWNSHIP TWENTY -ONE (21) NORTH AND RANGE FOURTEEN (14) EAST OF THE INDIAN BASE AND MERIDIAN (I.B. &M.), ACCORDING TO THE U.S. GOVERNMENT SURVEY, THEREOF, TULSA COUNTY, STATE OF OKLAHOMA; BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SE CORNER OF THE NE /4 OF SEC. 31, T- 21-N, R -14 -E, I.B. &M.; THENCE S88°53'41 "W ALONG THE SOUTH LINE OF SAID NE /4 A DISTANCE OF 145.20 FEET TO THE POINT OF BEGINNING BEING ON THE PRESENT RIGHT -OF -WAY OF U.S. HIGHWAY 169; THENCE S88°53'41 "W ALONG THE SOUTH LINE OF SAID NE /4 A DISTANCE OF 581.59 FEET; THENCE N01°56'57 "W A DISTANCE OF 775.29 FEET TO THE PRESENT RIGHT -OF -WAY OF EAST 5TH AVENUE; THENCE N88 °03'03 "E ALONG THE PRESENT RIGHT -OF -WAY OF EAST 5TH AVENUE A DISTANCE OF 590.01 FEET TO SAID PRESENT HIGHWAY RIGHT - OF -WAY; THENCE S01°19'45 "E ALONG SAID PRESENT HIGHWAY RIGHT -OF -WAY A DISTANCE OF 783.91 FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINING 456,670.60 SQUARE FEET OR 10.484 ACRES, MORE OR LESS. After Recording, Return To: Owasso Public Works Authority 200 S. Main Street Owasso, Oklahoma 74055 Attn: Warren Lehr, Manager Covenant Agreement This Covenant Agreement ( "Covenant Agreement ") is made effective as of 2022, by and between the Owasso Public Works Authority, an Oklahoma public trust ( "OPWA "), and 5th Ave Business Park, LLC, an Oklahoma limited liability company ( "Owner "), with reference to the following: A. OP WA and the Owner have entered into a Development and Financing Agreement, dated 2022 ( "Agreement "), which details the understanding of the parties related to the development of the Owner's property located generally at 7102 North Owasso Expressway, and more particularly described on Exhibit 1 to this Covenant Agreement ( "Property "). B. The Owner is developing the Property as a mixed -use, retail / flex -space project containing approximately 64,800 square feet of retail/flex space buildings and associated parking, access, and necessary public improvements ( "Project "). C. The City Council of the City of Owasso ( "City ") has approved and adopted the Owasso Redbud District Project Plan ( "Project Plan "), creating and establishing Increment District No. 1, the City of Owasso ( "Increment District "). D. Pursuant to the Agreement, OPWA has agreed to provide certain financial assistance to support the redevelopment of the Property, and Owner has agreed to make a payment of ad valorem taxes in an annual minimum amount for the duration of the Increment District. E. Accordingly, Owner has agreed that a recordable instrument would include a covenant running with the land providing that the Owner and any successors in interest of the Property will pay or cause to be paid a minimum annual amount of ad valorem taxes on the Property and taxable personal property during the Minimum Annual Payment Period (as defined below). The parties hereby agree and covenant as follows: 1. Imposition of Covenants. This Covenant Agreement is made concurrently with and as consideration for the execution and delivery of the Agreement. This Covenant Agreement imposes the covenants herein on the Property. Pursuant to Section 4.03 of the Agreement, the Owner hereby binds itself and its successors and assigns to the covenants herein, which shall continue in effect for the duration of the Increment District. 2. Minimum Annual Payment. Commencing on January 1, 2023, the Property shall be subject to a minimum annual ad valorem payment (whether classified, in whole or in part, as a tax payment or an in lieu of payment) obligation in the amount of not less than $70,000.00 for the first year in which the minimum ad valorem tax payment is payable as set forth herein (the "Minimum Annual Payment'), which shall continue in effect for each year thereafter through the duration of the Increment District (the "Minimum Annual Payment Period "). 3. Obligation to Pay Minimum Annual Payment. Subject to Section 8 of this Covenant Agreement, during the Minimum Annual Payment Period, the Owner of the Property (and any successors in interest) will pay not less than the Minimum Annual Payment of ad valorem taxes (or will make a payment in lieu of taxes in the Minimum Annual Payment amount). During the Minimum Annual Payment Period, if the county assessment ratios, levy rates, or taxable assessed values that are in effect for any subsequent fiscal year prior to the termination of the Increment District result in an ad valorem tax liability that is less than the Minimum Annual Payment amount, the Owner of the Property (and any successors in interest) shall, in addition to paying ad valorem taxes on the property based on the county assessment ratios, levy rates, and taxable assessed values then in effect, make a payment in lieu of ad valorem taxes in the amount of the difference between (i) the ad valorem tax calculation then in effect, and (ii) the Minimum Annual Payment amount. 4. Payments in Lieu of Ad Valorem Taxes. During the Minimum Annual Payment Period, if all or a portion of the Property is exempt from ad valorem taxes (whether resulting from ownership of such real or personal property by a public or private tax- exempt entity or a lease or sublease of such property to a public or private tax - exempt entity), the Owner of the Property (and any successors in interest) shall make (or cause to be made) payments in lieu of ad valorem taxes with respect to the real property and/or personal property to which such exemption applies, commencing in any year in which such ad valorem tax exemption is in effect and terminating upon the first to occur of termination of such ad valorem tax exemption or termination of the Increment District. 5. Lien Securing Minimum Annual Payment Obligations. The Minimum Annual Payment obligations of the Property pursuant to the covenants in this Covenant Agreement are secured by a lien (or liens) on the Property in favor of Tulsa County, Oklahoma ( "County ") for the benefit of the apportionment fund of the Increment District arising annually at the same time, in the same manner, having the same priority, and subject to the same enforcement and remedies as liens to secure the annual payments of other ad valorem taxes, which lien or liens may also be evidenced by written notice executed by or on behalf of the County, OPWA, or the duly authorized designee of OPWA and filed in the records of the County Clerk of Tulsa County, and which lien or liens may also be enforced by the County, OPWA, or on its behalf by its authorized designee by foreclosure in the same manner as foreclosure of a mortgage. 2 6. Covenants Running with the Land. The covenants in this Covenant Agreement shall run with the land described herein as the Property. The County, OPWA, and the City shall each be deemed a beneficiary of the covenants in this Covenant Agreement, and such covenants shall run in favor of the County, OPWA, and the City for the entire period during which such covenants shall be in force and effect. As such beneficiaries, in the event of any breach of such covenants, the County (or OPWA and the City, if the County does not elect to exercise its rights and remedies) shall have the right to exercise all the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach, to which beneficiaries of such covenant may be entitled; provided, however, that in all such events, OPWA, and /or the City, as applicable, shall be required to provide notice of any such breach to all lienholders of record at such notice address as is provided in such record document prior to the exercise of any of its rights and remedies hereunder; further provided, however, that the failure to provide such notice shall not prevent the exercise of any of its rights and remedies hereunder. 7. Timing of Minimum Annual Payment. The Minimum Annual Payment shall be made by March 31 of each year to the Tulsa County Treasurer. 8. No Personal Liability; Right to Dispute Any Tax Increases. In no event shall the covenants in this Covenant Agreement constitute a personal liability of the Owner (or its respective successors and assigns), nor will the Owner of the Property (or any successors in interest of any portion of the Property) be prevented from disputing any proposed increased ad valorem taxes that may be in excess of the Minimum Annual Payment amount. In the event of a default in payment of the Minimum Annual Payment obligation, the beneficiaries of the Minimum Annual Payment pursuant to this Covenant Agreement shall look exclusively to the Property for satisfaction thereof and shall not seek or obtain a personal judgment against the Owner or its respective successors or assigns. 9. Termination of Ad Valorem Tax Covenants. The covenants in this Covenant Agreement shall terminate upon the termination or dissolution of the Increment District, and, upon such termination or dissolution of the Increment District, shall be extinguished and of no further force and effect. The parties have executed and delivered this Covenant Agreement as of the day and year first above written. 3 OWASSO PUBLIC WORKS AUTHORITY, an Oklahoma public trust Kelly Lewis, Chair ACKNOWLEDGEMENT STATE OF OKLAHOMA, ) COUNTY OF TULSA. ) Before me, a Notary Public in and for said State, on this day of July, 2022, personally appeared Kelly Lewis, to me known to be the identical person who subscribed the name of the Owasso Public Works Authority to the foregoing instrument as its Chair and acknowledged to me that she executed the same as her free and voluntary act and deed, and as the free and voluntary act and deed of such public body corporate, for the uses and purposes therein set forth. WITNESS my hand and official seal the day and year last above written. My Commission expires: (Seal) 4 5TH AVE BUSINESS PARK, LLC, an Oklahoma limited liability company Tracy Dean West, Authorized Member ACKNOWLEDGEMENT STATE OF OKLAHOMA, ) COUNTY OF TULSA. ) Before me, a Notary Public in and for said State, on this day of July, 2022, personally appeared Tracy Dean West, to me known to be the identical person who subscribed the name of 5th Ave Business Park, LLC, to the foregoing instrument as the Authorized Member of 5th Ave Business Park, LLC, and acknowledged to me that he executed the same as his free and voluntary act and deed, and as the free and voluntary act and deed of such limited liability company, for the uses and purposes therein set forth. WITNESS my hand and official seal the day and year last above written. My Commission expires: (Seal) EXHIBIT 1 Legal Description of the Property A TRACT OF LAND IN THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER (SE /4 NE /4) OF SECTION THIRTY -ONE (3 1) IN TOWNSHIP TWENTY -ONE (2 1) NORTH AND RANGE FOURTEEN (14) EAST OF THE INDIAN BASE AND MERIDIAN (I.B. &M.), ACCORDING TO THE U.S. GOVERNMENT SURVEY, THEREOF, TULSA COUNTY, STATE OF OKLAHOMA; BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SE CORNER OF THE NE /4 OF SEC. 31, T -21 -N, R -14 -E, I.B. &M.; THENCE S88°53'41 "W ALONG THE SOUTH LINE OF SAID NE /4 A DISTANCE OF 145.20 FEET TO THE POINT OF BEGINNING BEING ON THE PRESENT RIGHT -OF -WAY OF U.S. HIGHWAY 169; THENCE S88°53'41 "W ALONG THE SOUTH LINE OF SAID NE /4 A DISTANCE OF 581.59 FEET; THENCE N01°56'57 "W A DISTANCE OF 775.29 FEET TO THE PRESENT RIGHT -OF -WAY OF EAST 5TH AVENUE; THENCE N88°03'03 "E ALONG THE PRESENT RIGHT -OF -WAY OF EAST 5TH AVENUE A DISTANCE OF 590.01 FEET TO SAID PRESENT HIGHWAY RIGHT -OF -WAY; THENCE S01°19'45 "E ALONG SAID PRESENT HIGHWAY RIGHT -OF -WAY A DISTANCE OF 783.91 FEET TO THE POINT OF BEGINNING. SAID TRACT OF LAND CONTAINING 456,670.60 SQUARE FEET OR 10.484 ACRES, MORE OR LESS. 6 Redbud District TIF Boundary Feet OWASSO PUBLIC WORKS AUTHORITY PAYROLL PAYMENT REPORT PAY PERIOD ENDING DATE 07/02/22 Department Payroll Expenses Total Expenses 400 OPWA Administration 17,889.52 26,491.64 405 Utility Billing 7,512.80 12,978.09 420 Water 17,605.66 28,768.62 450 Wastewater 14,888.05 24,802.75 455 Wastewater Collection 15,650.23 26,011.43 480 Refuse 16,215.67 27,499.27 485 Recycle Center 2,598.40 4,862.63 FUND TOTAL 92,360.33 151,414.43