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Home My WebLink About2008.07.15_OPWA AgendaPUBLIC NOTICE OF THE MEETING OF THE OWASSO PUBLIC WORKS AUTHORITY TYPE OF MEETING: Regular DATE: July 15, 2008 TIME: 6:30 p.m. PLACE: Council Chambers, Old Central Building 109 N. Birch Notice and agenda filed in the office of the City Clerk and posted at City H411 at 5:00 p.m. on Friday, July 11, 2008. V liann M. Stevens, eput ity Clerk AGENDA 1. Call to Order Chairman Stephen Cataudella 2. Flag Salute 3. Roll Call 4. Consideration and appropriate action relating to a request for approval of the Consent Agenda. All matters listed under "Consent" are considered by the Trustees to be routine and will be enacted by one motion. Any Trustee may, however, remove an item from the Consent Agenda by request. A motion to adopt the Consent Agenda is non - debatable. A. Approval of the Minutes of the July 1, 2008 Regular Meeting. Attachment #4 -A B. Approval of Claims. Attachment #4 -B C. Acknowledgement of receiving the monthly FY 2007 -2008 budget status report. Attachment # 4 -C S.\Agendas \OP WA\2008 \0715.doc Owasso Public Works Authority July 15, 2008 Page 2 5. Consideration and appropriate action relating to a request for Trustee approval of an Addendum to the Development Agreement between the Owasso Public Works Authority and SF Shops Investors, L.P. and authorization for the OPWA Manager to execute the necessary documents. Ms. Lombardi Attachment # 5 Staff will recommend Trustee approval an Addendum to the Development Agreement between the Owasso Public Works Authority and SF Shops Investors, L.P. for the construction and installation of a traffic signal light at 96th Street North and 121St East Avenue and authorization for the OPWA Manager to execute the addendum. 6. Report from OPWA Manager. 7. Report from OPWA Attorney. 8. New Business. (New Business is any item of business which could not have been foreseen at the time of posting of the agenda.) 9. Adjournment. S:\Agendas \OP WA\2008 \0715.doc OWASSO PUBLIC WORKS AUTHORITY MINUTES OF REGULAR MEETING Tuesday, July 1, 2008 The Owasso Public Works Authority met in regular session on Tuesday, July 1, 2008 in the Council Chambers at Old Central per the Notice of Public Meeting and Agenda posted on the City Hall bulletin board at 5:00 p.m. on Friday, June 27, 2008. ITEM 1. CALL TO ORDER Chairman Cataudella called the meeting to order at 6:45 p.m. ITEM 2. ROLL CALL PRESENT Steve Cataudella, Chairman D.J. Gall, Vice Chair Doug Bonebrake, Trustee Wayne Guevara, Trustee A quorum was declared present. STAFF Sherry Bishop, Assistant Authority Manager Julie Lombardi, Authority Attorney ABSENT Jon Sinex, Trustee ITEM 3. CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST FOR TRUSTEE APPROVAL OF THE CONSENT AGENDA A. Approval of the Minutes of the June 17, 2008 Regular Meeting. B. Approval of Claims. Mr. Bonebrake moved, seconded by Mr. Gall, to approve the OPWA Consent Agenda with claims totaling $338,080.72. The payroll payment report for pay period ending 6/21/08 was included for review. YEA: Bonebrake, Cataudella, Gall, Guevara NAY: None Motion carried 4 -0. Owasso Public Works Authority July 1, 2008 ITEM 4. CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST FOR TRUSTEES TO AWARD A CONTRACT FOR THE PURCHASE OF REFUSE COLLECTION CONTAINERS IN FY 2008 -2009 AND AUTHORIZATION TO PURCHASE AN INITIAL 7,500 REFUSE COLLECTION CARTS IN AN AMOUNT NOT TO EXCEED $400,000 Mr. Doyle introduced the item, recommending Trustees award a contract for the purchase of refuse collection carts to Rehrig Pacific Company of Lawrenceville, Georgia with prices effective through June 30, 2009, as listed below; and authorization to purchase an initial 7,500 refuse collection carts in an amount not to exceed $400,000.00. Green Carts $47.25 each (FOB) Red Carts $49.95 each (FOB) Blue Carts $47.25 each (FOB) Mr. Bonebrake moved, seconded by Mr. Guevara, for Trustees to award a contract for purchase of refuse collection carts to Rehrig Pacific Company and authorization to purchase an initial 7,500 carts in an amount not to exceed $400,000.00, as recommended. YEA: Bonebrake, Cataudella, Gall, Guevara NAY: None Motion carried 4 -0. ITEM 5. REPORT FROM OPWA MANAGER No report ITEM 6. REPORT FROM OPWA ATTORNEY No report ITEM 7. NEW BUSINESS None K Owasso Public Works Authority ITEM 8. ADJOURNMENT Mr. Bonebrake moved, seconded by Mr. Gall, to adjourn. YEA: Bonebrake, Cataudella, Gall, Guevara NAY: None Motion carried 4 -0 and the meeting was adjourned at 6:48 pm. Pat Fry, Minute Clerk July 1, 2008 Stephen Cataudella, Chairman Claims List 07/15/08 Budget Unit Title Vendor Name Payable Description Payment Amouni OPWA ADMINISTRATION DOERNER, SAUNDERS, DANIEL & ANDERSO RWD #3 VS. CITY OF OWASSO 15,369.70 COPY -SCAN & MORE, LLC WASHINGTON CITY LAWSUIT 440.63 UNIFIRST HOLDINGS LP UNIFORM /PROTECTIVE CLOTHI 33.10 WAL -MART CORP SAMS CLUB 77150903608 OPERATING SUPPLIES 196.54 AT &T AT &T CONSOLIDATED BILL 326.34 JPMORGAN CHASE BANK DEPT OF ENV QUAL -CLASS 76.00 JPMORGAN CHASE BANK DEPT OF ENV QUAL -CLASS 76.00 JPMORGAN CHASE BANK WALMART- GATORADE 41.90 ROBERT RAY SHEETS PW LANDSCAPE MAINTENANCE 450.00 ACCURATE ENVIRONMENTAL LICENSE RENEWAL FOR BRAND 50.00 UNIFIRST HOLDINGS LP EMPLOYEE UNIFORMS 29.70 TOTAL OPWA ADMINISTRATION 17,089.91 UTILITY BILLING JPMORGAN CHASE BANK POSPAPER- REGISTER TAPE 95.85 JPMORGAN CHASE BANK REPLACEMENT CREDIT CARD S 122.56 JPMORGAN CHASE BANK OFFICE SOFTWARE FOR NEW 723.00 JPMORGAN CHASE BANK RECPLACEMENT COMPUTERS FO 2,41110 TECHNICAL PROGRAMMING SERVICES INC BILLING SERVICE 1,397.78 BERNIE SHAINE BURNS METER READER 343.80 TYRONE EUGENE DINKINS METER READER 356.85 DAVID R. OLINGHOUSE METER READER 479.70 MARK MEYER METER READER 470.70 TOTAL UTILITY BILLING 6,401.34 WATER TULSA TECHNOLOGY CENTER CONFINED SPACE TRAINING 66.68 JPMORGAN CHASE BANK LOWES- MATERIALS 29.19 JPMORGAN CHASE BANK BROWN FARMS -SOD 80.00 JPMORGAN CHASE BANK OWASSO LUMBER CO- MATERIAL 56.00 JPMORGAN CHASE BANK DOEQ- LICENSE RENEWAL 76.00 JPMORGAN CHASE BANK DOEQ- LICENSE RENEWAL 494.00 JPMORGAN CHASE BANK WATER PRODUCTS -SAW 22.00 JPMORGAN CHASE BANK WATER PRODUCTS - SUPPLIES 831.12 JPMORGAN CHASE BANK WATER PROD -METER SET 1,604.44 JPMORGAN CHASE BANK WATER PROD -METER SETS 261.80 FLEETCOR TECHNOLOGIES DBA FUELMAN FUEL 1,476.86 UNIFIRST HOLDINGS LP UNIFORM /PROTECTIVE CLOTHI 46.94 CITY GARAGE VEHICLE MAINT -PARTS 406.31 CITY GARAGE SERVICES - OVERHEAD 833.33 SHERWOOD CONSTRUCTION CO, INC CONCRETE FOR DRIVEWAY APP 827.00 SHERWOOD CONSTRUCTION CO, INC DRIVEWAY APPROACH @ 101 W 310.00 JPMORGAN CHASE BANK VVEC -WW CONTROL 15.30 UNIFIRST HOLDINGS LP EMPLOYEE UNIFORMS 46.94 GEORGE & GEORGE SAFETY & GLOVE SAFETY SUPPLIES & EQUIPME 64.56 MILL CREEK LUMBER & SUPPLY FORM BOARDS FOR DRIVEWAY 45.49 OWASSO TOP SOIL DIRT FOR DRESS UPS 50.00 Page 1 Claims List 07/15/08 Budget Unit Title Vendor Name Payable Description IPayment Amount TOTAL WATER 7,643.96 WASTEWATER TREATMENT MCCABE DOMINIQUE CORP DBA PGS COMPA O'RING SEAT FOR WWTP PUMP 315.70 GEORGE & GEORGE SAFETY & GLOVE SAFETY SUPPLIES & EQUIPME 64.56 ACCURATE ENVIRONMENTAL LICENSE RENEWAL FOR BRAND 50.00 UNIFIRST HOLDINGS LP EMPLOYEE UNIFORMS 49.25 JPMORGAN CHASE BANK WALMART- LIQUID SOAP 3.94 AT &T AT &T CONSOLIDATED BILL 117.18 CITY GARAGE SERVICES - OVERHEAD 250.00 WAL -MART CORP SAMS CLUB 77150903608 OPERATING SUPPLIES 76.30 CITY GARAGE VEHICLE MAINT -PARTS 274.18 JPMORGAN CHASE BANK WASTE MGMT- SLUDGE DISPOSA 1,731.07 UNIFIRST HOLDINGS LP UNIFORM /PROTECTIVE CLOTHI 50.07 FLEETCOR TECHNOLOGIES DBA FUELMAN FUEL 1,022.48 JPMORGAN CHASE BANK LOWES- COFFEE POT 69.99 TULSA TECHNOLOGY CENTER CONFINED SPACE TRAINING 66.66 TOTAL WASTEWATER TREATMENT 4,141.38 WASTEWATER COLLECTION; TULSA TECHNOLOGY CENTER CONFINED SPACE TRAINING 66.66 JPMORGAN CHASE BANK ATWOODS -TOOL BOX 239.99 JPMORGAN CHASE BANK WATER PROD - MANHOLE RING 183.00 JPMORGAN CHASE BANK WATER PROD - INFLOW PROTECT 45.00 JPMORGAN CHASE BANK BROKEN ARROW ELEC -MOTOR 1,000.00 JPMORGAN CHASE BANK SEARS -TOOL SET 227.99 FLEETCOR TECHNOLOGIES DBA FUELMAN FUEL 1,413.09 CITY GARAGE VEHICLE MAINT -PARTS 540.37 CITY GARAGE SERVICES - OVERHEAD 625.00 UNIFIRST HOLDINGS LP UNIFORM /PROTECTIVE CLOTHI 30.68 AT &T AT &T CONSOLIDATED BILL 39.80 JPMORGAN CHASE BANK WEC - GARRETT CRK 98.00 JPMORGAN CHASE BANK WEC- COFFEE CRK 343.33 UNIFIRST HOLDINGS LP EMPLOYEE UNIFORMS 30.68 GEORGE & GEORGE SAFETY & GLOVE SAFETY SUPPLIES & EQUIPME 64.56 LOT MAINTENANCE OF OKLAHOMA, INC. CLEAN/TV SEWER LINES 1,012.50 TOTAL WASTEWATER COLLECTIONS 5,960.65 REFUSE COLLECTIONS GEORGE & GEORGE SAFETY & GLOVE SAFETY SUPPLIES & EQUIPME 64.56 UNIFIRST HOLDINGS LP EMPLOYEE UNIFORMS 48.39 ALSUMA TRUCK & EQUIP REPAIR REFUSE TRUCK REPAIR - UNI 337.04 ALSUMA TRUCK & EQUIP REPAIR REFUSE TRUCK REPAIR - UNI 285.27 ALSUMA TRUCK & EQUIP REPAIR REFUSE TRUCK REPAIR - UNI 1,021.74 AT &T AT &T CONSOLIDATED BILL 19.53 JPMORGAN CHASE BANK WASTE MGMT- RECYCLE FEES 7,600.68 JPMORGAN CHASE BANK WASTE MGMT- RECYCLE FEES 8,745.91 Page 2 Claims List 07/15/08 Budget Unit Title Vendor Name Payable Description Payment Amouni REFUSE COLLECTIONS... CITY GARAGE SERVICES - OVERHEAD 3,333.33 CITY GARAGE VEHICLE MAINT -PARTS 758.78 REHRIG PACIFIC CO. PILOT CART PURCHASE 7,450.00 UNIFIRST HOLDINGS LP UNIFORM /PROTECTIVE CLOTHI 48.39 FLEETCOR TECHNOLOGIES DBA FUELMAN FUEL 9,439.47 JPMORGAN CHASE BANK NSG- SAFETY VESTS 228.42 TOTAL REFUSE COLLECTIONS 39,381.51 RECYCLE CENTER JPMORGAN CHASE BANK NSG- SAFETY VESTS 74.89 JPMORGAN CHASE BANK WASTE MGMT- RECYCLE FEES 2,363.97 JPMORGAN CHASE BANK WASTE MGMT- RECYCLE FEES 4,413.65 JPMORGAN CHASE BANK WASTE MGMT- RECYCLE FEES 2,539.16 UNIFIRST HOLDINGS LP UNIFORM /PROTECTIVE CLOTHI 10.43 CITY GARAGE SERVICES - OVERHEAD 41.66 AT &T AT &T CONSOLIDATED BILL 19.53 TERMINIX TERMITE CONTROL @ RECYCLE 199.00 UNIFIRST HOLDINGS LP EMPLOYEE UNIFORMS 10.43 TOTAL RECYCLE CENTER 9,672 72 FUND GRAND TOTAL 90,291.4 OPWA CI- WWTP EXPAN GREELEY & HANSEN, LLC LBX 619776 UPGRADE PUMP STATION 22,669.50 GREELEY & HANSEN, LLC LBX 619776 UPGRADE PUMP STATION 14,990.62 TOTAL OPWA CI- WWTP EXPAN 37,660.12 FUND GRAND TOTAL 37,660.1 OPWA GRAND TOTAL $127,951.59 Page 3 Department OPWA Administration Utility Billing Water Wastewater Wastewater Collection Refuse Recycle Center OWASSO PUBLIC WORKS AUTHORITY PAYROLL PAYMENT REPORT PAY PERIOD ENDING 07/05/08 Payroll Expenses Total Expenses 6,072.75 5,229.23 10, 363.45 9,406.15 7,259.17 10,584.77 953.60 8,585.75 7,553.54 15,355.72 14,339.57 10,916.61 15,281.96 1,617.49 FUND TOTAL 49,869.12 73,650.64 OWASSO PUBLIC WORKS AUTHORITY - OPERATING FUND FISCAL YEAR 2007 -2008 Statement of Revenues & Expenses As of June 30, 2008 ** MONTH YEAR PERCENT TO -DATE TO -DATE BUDGET OF BUDGET OPERATING REVENUES Water 297,470 3,413,897 3,400,000 100.41% Wastewater 135,057 1,503,163 1,378,000 109.08% Refuse & recycle 127,027 1,359,377 1,309,000 103.85% Other fees 30,475 390,501 401,000 97.38% Interest & other 6,450 26,624 26,000 102.40% TOTAL OPERATING REVENUES 596,478 6,693,562 6,514,000 102.76% OPERATING EXPENSES: Personal services 140,908 1,771,419 2,079,983 85.17% Materials & supplies 250,600 2,649,672 2,960,615 89.50% Other services 186,408 1,152,991 1,070,265 107.73% Capital outlay 24,739 159,536 718,625 22.20% Debt service - - - TOTAL OPERATING EXPENSES 602,655 5,733,618 6,829,488 83.95% REVENUES OVER EXPENSES (6,177) 959.944 (315.488) NET INCOME (LOSS) (6,177) 959,944 (315,488) WORKING CAPITAL - Beginning Balance 876,381 800,000 WORKING CAPITAL - Ending Balance 1,836,325 484,512 **Note: Report is not final for fiscal year end. Accounts Payable are still in process. MEMORANDUM TO: THE HONORABLE CHAIR AND TRUSTEES OWASSO PUBLIC WORKS AUTHORITY FROM: JULIE TROUT LOMBARDI GENERAL COUNSEL SUBJECT: ADDENDUM TO DEVELOPMENT AGREEMENT AUTHORIZING INSTALLATION OF A TRAFFIC SIGNAL . DATE: July 15, 2008 BACKGROUND: On October 22, 2007, a Development Agreement was executed by the Owasso Public Works Authority ( "OPWA ") and SF Shops Investors, L.P. ( "SFSI "). The Agreement provided that SFSI would be reimbursed by the OPWA in an amount not to exceed Four Million, Six Hundred Thousand, and No /100 Dollars ($4,600,000.00) in consideration of SFSI's development of the Oak Tree Property Project. The Agreement further provided that the Oak Tree Property located adjacent to the Smith Farm Marketplace would be developed by SFSI as a retail center, and that SFSI would fund the construction of a new facility for Oneok in the Cherokee Industrial Park. ( Oneok was required to vacate their original building located on 96th Street North so that the retail center could be constructed). Pursuant to the original Development Agreement, reimbursement to SFSI would be paid from one -half of one cent of all sales tax revenue generated from retail sales within the Oak Tree Apportionment Area. A copy of the original Development Agreement is attached for the Trustees' review. Section 4.6 of the original Development Agreement vested the parties with authority and discretion to consider and approve additional agreements which enhance and further the development and completion of the Project. Pursuant to this provision, SFSI proposes to construct and install a needed traffic signal light near the intersection of 96th Street North and 121St East Avenue. The proposed Addendum to Development Agreement submitted by SFSI for the Trustees' consideration provides that reimbursement up to One Hundred Twenty -One Thousand, Two Hundred Ninety -Six and No /100 Dollars ($121,296.00) will be made to SFSI by the OPWA upon installation and acceptance of the traffic signal. The proposed Addendum to the original Development Agreement is attached for the Trustees' review. RECOMMENDATION: Staff recommends Trustee approval of the Addendum to Development Agreement for the construction and installation of a traffic signal light at 96th Street North and 121St East Avenue and authorization of the OPWA Manager to execute the necessary documents. 1 ATTACHMENTS: Proposed Addendum to Development Agreement Original Development Agreement executed on October 22, 2007 ADDENDUM TO DEVELOPMENT AGREEMENT THIS ADDENDUM TO DEVELOPMENT AGREEMENT (this "Addendum ") is made and entered into as of the date upon which the last of the Parties executes this Addendum (the "Effective Date ") by and among the OWASSO PUBLIC WORKS AUTHORITY, an Oklahoma public trust (the "Authority "), and SF SHOPS INVESTORS, L.P., a Texas limited partnership and /or its assigns ( "SFSI "). The Authority, and SFSI may be referred to herein from time to time as a "Party" and together as the "Parties ". Capitalized terms undefined within the context of a particular sentence shall bear the meanings given to such terms in the Development Agreement (as defined below). RECITALS A. The Parties (and the City, for the limited purposes set forth therein) previously entered into that certain Development Agreement dated October 27, 2007 (the "Development Agreement "). B. Pursuant to Section 4.6 and other terms of the Development Agreement, the Authority has the authority and discretion to consider other reasonable requests in connection with the development of the Project. C. In connection with the Project, subject to the terms of this Addendum, SFSI has agreed to cause a traffic signal light to be constructed and installed near the intersection of 96th St. N. and 1215' E. Ave., Owasso, Oklahoma (the "Traffic Signal "). D. In connection with the Development Agreement and the construction of the overall Project, subject to the terms of this Addendum, the Authority has agreed to reimburse SFSI for the cost of the Traffic Signal. E. The expenditure of funds pursuant to the Project and to this Addendum, made at the discretion of the Authority, is consistent with the goals and resolutions of the City and the Authority, and such expenditure of funds, together with the Project and this Addendum, have been approved by all necessary Parties. NOW, THEREFORE, in consideration of their respective covenants and conditions herein expressed, the Parties hereby agree as follows: ARTICLE I REIMBURSEMENT OF COST OF TRAFFIC SIGNAL SFSI shall cause the Traffic Signal to be constructed and installed. Upon completion of construction and installation of the Traffic Signal, SFSI shall deliver to the Authority a receipt showing full and final payment to the contractor hired by SFSI to construct and/or install the Traffic Signal (the "Receipt "). Within thirty (30) days of the Authority's receipt of the Receipt, the Authority shall reimburse SFSI for the costs of the 1 624043 Q (01560.00030.001) construction of the Traffic Signal in an amount up to but not to exceed One Hundred Twenty -One Thousand, Two Hundred Ninety -Six and No /100 Dollars ($121,296.00). ARTICLE II REMEDIES In the event of any default in or breach of any terms or conditions of this Addendum by any Party, or any successor, the defaulting or breaching Party shall, upon written notice from the other Party, proceed immediately to cure or remedy such default or breach, and shall in any event, within thirty (30) days after receipt of notice, commence to cure or remedy such default. In case such cure or remedy is not taken or not diligently pursued, or the default or breach shall not be cured or remedied within a reasonable time, the aggrieved Party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including but not limited to proceedings to compel specific performance by the defaulting or breaching Party. The parties, their successors and assigns, further agree that the other Party shall have the right and power to institute and prosecute proceedings to enjoin the threatened or attempted violation of any clauses contained herein. Notwithstanding the foregoing or anything to the contrary contained in this Addendum, in the event of a breach or termination of this Addendum, such breach or termination shall have no effect upon the Smith Farm Marketplace Agreement or the Development Agreement. ARTICLE III MISCELLANEOUS. 3.1. Choice of Law. This Addendum shall be taken and deemed to have been fully executed and made by the Parties herein and governed by the laws of the State of Oklahoma for all purposes and intents. 3.2. Recitals. All recitals are incorporated into this Addendum as material terms of this Addendum. 3.3. Assignment; Successors and Assigns. SFSI may assign, without the prior written consent of the City or the Authority, this Addendum, the Project or any interest in this Addendum, including, without limitation, the right to receive payments, and upon any such assignment, the assignee or successor shall be deemed to have assumed the duties and obligations of SFSI hereunder; provided, however, SFSI agrees to deliver written notice to the Authority of any such assignment within thirty (30) days of such assignment. The Authority shall not have the right to assign its duties or obligations under this Addendum without the prior written consent of SFSI. All rights, obligations and liabilities herein given to or imposed upon any Party hereto shall extend to the permitted successors and assigns of such Party. In the event SFSI sells, assigns or transfers its interest in the Project, SFSI shall be relieved of all liability under this Addendum as of the date of such sale, assignment or transfer and the assignee shall assume all obligations and liability under this Addendum as of the date of such sale or assignment. 2 624043 Q (01560.00030.001) 3.4. Entire Agreement. The Parties agree that this Addendum, together with the Development Agreement, constitutes the entire agreement between the Parties and that no other agreements or representations concerning completion of the Project, other than those contained in this Addendum, together with the Development Agreement, have been made by the Parties. This Addendum shall be amended only in writing, and effective when signed by the authorized agents of the Parties. 3.5. Counterparts. This Addendum may be executed in multiple counterparts, each of which shall constitute one and the same instrument. 3.6. Severability. In the event that any term or provision or this Addendum is held to be unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and effect to the extent the remainder can be given effect without the invalid provision. 3.7. Binding Effect. This Addendum shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs and assigns. 3.8. Costs. In the event of a dispute relating to the matters set forth herein, the prevailing Party shall be entitled to reimbursements for all reasonable attorneys' fees and expenses incurred in connection therewith. 3.9. Notices. Any notice, request or demand provided for in this Addendum shall be deemed to have been sent when the notice has been delivered by personal delivery, overnight mail or delivery service, facsimile or deposited in the United States mail, registered or certified, with postage thereon prepaid to the addresses as set forth below. Notice shall be deemed received upon the earlier of (1) if personally delivered (whether by courier or overnight private mail or delivery services), the date of delivery; (ii) if mailed, three (3) Business Days after the date of posting by the United States post office; or (iii) if given by facsimile when sent. The parties' addresses are as follows: To the Authority: Rodney Ray, OWPA Manager City of Owasso 111 North Main Street Owasso, Oklahoma 74055 Fax No. 918.376.1599 With a Copy to: Julie Lombardi, OPWA General Counsel City of Owasso 111 N. Main Street Tulsa, OK 74055 Fax No. 918.376.1599 To SFSI: SF Shops Investors, L.P. c/o Hunt Properties, Inc. 8235 Douglas Avenue Dallas, Texas 75225 3 624043 v2 (01560.00030.001) Attn: Jeff Williams, Vice President Fax No. 214.706.3251 With a Copy to: Kane Russell Coleman & Logan PC 1601 Elm Street, Suite 3700 Dallas, Texas 75201 Attn: Raymond J. Kane Fax No. 214.777.4299 3.10. Authority & City. This Addendum shall become a binding obligation upon execution by all parties hereto. The Authority warrants and represents that the individual executing this Addendum on behalf of the Authority has full authority to execute this Addendum and bind the Authority to the same. The Authority further warrants and represents that this Addendum is valid and enforceable under applicable law and the City's charter, and that the City has taken all requisite action necessary to approve this Addendum. SFSI warrants and represents that the individual executing this Addendum on its behalf has full authority to execute this Addendum and bind SFSI to the same. SFSI further warrants and represents that this Addendum is valid and enforceable under applicable law and SFSI's corporate documents, and that SFSI has taken all requisite action necessary to approve this Addendum. IN WITNESS WHEREOF the parties have executed this instrument to be effective as of the day and year first above written. [Remainder of Page Intentionally Left Blank; Signature Page(s) Attached Hereto.] 4 624043 Q (01560.00030.001) SEPARATE SIGNATURE PAGE OF THE AUTHORITY OWASSO PUBLIC WORKS AUTHORITY, an Oklahoma public trust By: Name: Rodney J. Ray Its: Authority Manager Date: July , 2008. ATTEST: By: Name: Sherry Bishop Secretary Date: July , 2008. APPROVED AS TO FORM: By: Name Julie Lombardi General Counsel Date: July , 2008. 624043 v2 (01560.00030.001) SEPARATE SIGNATURE PAGE OF SFSI SF SHOPS INVESTORS, L.P., a Texas limited partnership By: SFM GP, LLC, a Texas limited liability company its general partner By: Hunt Properties, Inc., a Texas corporation, its Sole Manager By: Name: Title: Date: July , 2008. 624043 v2 (01560.00030.001) SEPARATE SIGNATURE PAGE OF THE AUTHORITY OWASSO PUBLIC WORKS AUTHORITY, an Oklahoma public trust By: Name: Rodney J. Ray Its: Authority Manager Date: July , 2008. ATTEST: By: Name: Sherry Bishop Secretary Date: July , 2008. APPROVED AS TO FORM: By: Name: Julie Lombardi General Counsel Date: July , 2008. 624043 Q (01560.00030.001) SEPARATE SIGNATURE PAGE OF SFSI SF SHOPS INVESTORS, L.P., a Texas limited partnership By: SFM GP, LLC, a Texas limited liability company its general partner By: Hunt Properties, Inc., a Texas corporation, its Sole Manager By: Name: Title: Date: July_, 2008. 624043 Q (01560.00030.001) DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (this "Agreement ") is made and entered into as of the Effective Date by and among the OWASSO PUBLIC WORKS AUTHORITY, an Oklahoma public trust (the "Authority "), the OWASSO ECONOMIC DEVELOPMENT AUTHORITY, an Oklahoma public trust (the "OEDA ") SF SHOPS INVESTORS, L.P., a Texas limited partnership and /or its assigns ( "SFSI "), and for the limited purposes set forth in this Agreement, the CITY OF OWASSO, OKLAHOMA, an Oklahoma municipality ( "City "). The Authority, the OEDA and SFSI may be referred to herein from time to time as a "Party" and together as the "Parties" and, unless otherwise specifically set forth in this Agreement, the term "Party" and "Parties" shall not include the City. Capitalized terms undefined within the context of a particular sentence shall bear the meanings given to such terms in Article I of this Agreement. RECITALS A. SFSI will acquire the Oak Tree Property from OneOK, upon the satisfaction of certain conditions set forth in this Agreement and in the Oak Tree PSA, for the development of a retail shopping center. B. SFSI will acquire the Cherokee Property, upon the satisfaction and/or waiver of certain conditions set forth in the Cherokee PSA. C. SFSI will sell the Cherokee Property to OneOK for the development of the ONG Facility upon the Cherokee Property. D. As a result of the transactions described in this Agreement, SFSI shall become the owner of the Oak Tree Property free and clear of the existing OneOK Lease and SFSI shall develop, or cause to be developed, a proposed retail center that initially includes JC Penney as the anchor tenant and an additional approximately 30,000 square feet of retail space and at least one out - parcel on the Oak Tree Property. E. OneOK shall construct and develop, or cause be constructed and developed, the ONG Facility on the Cherokee Property. F. This Agreement is being entered into with the expectation that the Project proposed to be undertaken (or being undertaken) by, or facilitated by, SFSI, will generate substantial new sales tax revenues and other benefits for the City. G. Prior to the date hereof, the City and SFM entered into the Smith Farm Marketplace Development Agreement for the development, funding and improvements related to the Smith Farm Development. 576522 v7 (01560.00030.001) H. Pursuant to Title 62, Chapter 9 of the Oklahoma Statutes (the "Local Development Act "), the City is granted the authority to provide certain incentives and reimbursements to SFSI based on the sales tax revenue anticipated to be created by the Project. I. Pursuant to a separate agreement between the City and the Authority, the City has granted all of its rights, title and interest in and to any sales tax revenues relevant to this Agreement to the Authority. The Authority has agreed to provide such incentives and reimbursements to SFSI at a certain rate prior to the SFM Payoff Date and at a certain rate after the SFM Payoff Date, all as more fully set forth in this Agreement. K. The Authority has determined that investment, development and growth in the Oak Tree Property would be difficult and that this Agreement and the Project is necessary or convenient for such investment, development and growth in and near the Oak Tree Property. L. The expenditure of funds pursuant to the Project and to this Agreement, made at the discretion of the Authority, is consistent with the goals and resolutions of the City, the Authority and the OEDA and such expenditure of funds, together with the Project and this Agreement, have been approved by all necessary Parties. NOW, THEREFORE, in consideration of their respective covenants and conditions herein expressed, the Parties hereby agree as follows: ARTICLE I DEFINITIONS Terms not otherwise defined in this Agreement shall bear the following meanings: 1.1. Best Buy Apportionment Area. The term "Best Buy Apportionment Area" means an "apportionment area," or "increment district," as such terms are defined in the Local Development Act, containing the same boundaries as that certain property more particularly described on Exhibit "A -3" attached hereto and incorporated herein. 1.2. Best Buy Tax Account. The term "Best Buy Tax Account" means, at the discretion of the City, a separate account, not commingled with the City's general or other funds, consisting of a sum to be determined pursuant to the terms of Section 2.2 of this Agreement. 1.3. Business Days. The term "Business Days" means the individual week days of Monday through and including Friday, except for when any such week day is a holiday recognized by the State of Oklahoma in which event such week day shall not be deemed a Business Day. 576522 0 (01560.00030.001) 1.4. Cherokee Propert y. The term "Cherokee Property" means that certain real property consisting of approximately ten (10) acres in the Cherokee Expressway Industrial District, located in the City of Owasso, Tulsa County, Oklahoma, more particularly described on Exhibit "A -2" attached hereto and incorporated herein. 1.5. Cherokee PSA. The term "Cherokee PSA" means that certain Contract for Sale of Real Estate by and between Industries for Tulsa, Inc., an Oklahoma corporation ( "IFT ") and Hunt Properties, Inc., a Texas corporation ( "HPI "), dated November 14, 2006, together with any amendments or modifications thereof. 1.6. Effective Date. The term "Effective Date" means the date upon which the last of the Parties executes this Agreement; provided, however, in the event a Party or the City fails to enter such date below its signature, the Effective Date shall be the last of the dates so entered. 1.7. Oak Tree Apportionment Area. The term "Oak Tree Apportionment Area" means an "apportionment area," or "increment district," as such terms are defined in the Local Development Act, containing the same boundaries as the Oak Tree Property. 1.8. Oak Tree Propert y. The term "Oak Tree Property" means that certain real property located in the City of Owasso, Tulsa County, Oklahoma, more particularly described on Exhibit "A -1" attached hereto and incorporated herein. 1.9. Oak Tree PSA. The term "Oak Tree PSA" means that certain Purchase and Sale Agreement by and between the OEDA and OneOK dated , 2007 for the purchase and sale of the Oak Tree Property. 1.10. Oak Tree Tax Account. The term "Oak Tree Tax Account" means a separate account, not commingled with the City's or the Authority's general or other accounts, consisting of the aggregate total of one cent ($0.01) of all sales tax revenue generated from retail or other commerce from the Oak Tree Apportionment Area. 1.11. OneOK. The term "OneOK" means OneOK, Inc., an Oklahoma corporation. 1.12. OneOK Lease. The term "OneOK Lease" means that certain Commercial Lease Agreement between the OEDA and OneOK dated October 29, 1996. 1.13. ONG Facility. The term "ONG Facility" means that certain facility to be constructed by or on behalf of OneOK on the Cherokee Property. 1.14. Project. The term "Project" means the acquisition of the Oak Tree Property and the subsequent development thereon. 1.15. Reimbursement Amount. The term "Reimbursement Amount" means a fixed sum in the amount of Four Million Six Hundred Thousand and No /100 Dollars ($4,600,000.00). 576522 v7 (01560.00030.001) 1.16. SFM. The term "SFM" means SF Marketplace Investors, Ltd., a Texas limited partnership. 1.17. SFM Payoff Date. The term "SFM Payoff Date" means the date upon which all obligations of the Authority under the Smith Farm Marketplace Agreement have been paid and satisfied. 1.18. Smith Farm Marketplace Agreement. The tern "Smith Farm Marketplace Agreement" means that certain Infrastructure Improvement Agreement dated October 2004 by and among the Authority and SFM. 1.19. Smith Farm Development. The term "Smith Farm Development" means that certain project and those certain mutual agreements and covenants set forth in the Smith Farm Marketplace Agreement, as more specifically described therein. 1.20. Smith Farm Marketplace Apportionment Area. The term "Smith Farm Marketplace Apportionment Area" means an "apportionment area," or "increment district," as such terms are defined in the Local Development Act, containing the same boundaries as the "Property" as such term is defined in the Smith Farm Marketplace Agreement. 1.21. Smith Farm Marketplace Tax Account. The term "Smith Farm Marketplace Tax Account" means a separate account, not commingled with the City's or the Authority's general or other accounts, consisting of the aggregate total of one -half of one cent ($0.005) of all sales tax revenue generated from retail or other commerce from the Smith Farm Marketplace Apportionment Area. ARTICLE II ESTABLISHMENT OF APPORTIONMENT AREAS 2.1. Establishment of Oak Tree Apportionment Area. The Authority, acting by and through its powers pursuant to the Local Development Act, hereby establishes the Oak Tree Apportionment Area for the purposes of administering the Oak Tree Tax Account in accordance with the terms of this Agreement. 2.2. Establishment of Best Buy Apportionment Area. The Authority, acting by and through its powers pursuant to the Local Development Act, will consider establishing the Best Buy Apportionment Area in Fiscal Year 2008 -2009 for the purposes of creating a Best Buy Tax Account in accordance with the terms of this Agreement. Nothing within the terms of this Agreement currently permits or compels any sales tax generated by Best Buy to be included in the remittance amount paid to SFSI. ARTICLE III TERMINATION OF ONEOK LEASE; TITLE AND DEEDS 4 576522 v7 (01560.00030.001) 3.1. Termination of OneOK Lease. The OneOK Lease shall be terminated and of no further force and effect as of the closing pursuant to the Oak Tree PSA, without any further action by SFSI, OneOK and /or the OEDA. 3.2. Title to Oak Tree Property. At the closing pursuant to the Oak Tree PSA, SFSI shall be vested title in and to the Oak Tree Property free and clear of any liens or encumbrances, including without limitation, the OneOK Lease, except those liens created by or consented to by SFSI. 3.3. Title to Cherokee Property. Within two (2) Business Days of the closing pursuant to the Cherokee PSA, SFSI shall cause a special warranty deed to be recorded vesting title in the Cherokee Property to OneOK (or to OneOK's 1031 exchange intermediary, if requested by OneOK) free and clear of any liens or encumbrances, except those liens created by OneOK or consented to by the OneOK. ARTICLE IV REIMBURSEMENT 4.1. Authority Participation. In consideration for SFSI's development of the Project, the Authority agrees, subject to the terms of this Agreement, to pay SFSI the Reimbursement Amount. The Parties and the City agree that the Reimbursement Amount is a fixed sum. 4.2. Segregation of Tax Accounts. The Authority covenants and agrees to separately maintain the Oak Tree Tax Account and the Smith Farm Marketplace Tax Account from each other and from the City's and the Authority's general or other accounts. 4.3. Monthly Sales Tax Reports. Within five (5) Business Days of the end of each month, the Authority shall submit a report in writing to SFSI detailing the current balance and the method of calculation of the Oak Tree Tax Account and the Smith Farm Marketplace Tax Account. 4.4. Sources and Limits of Funds. Prior to the SFM Payoff Date, the Reimbursement Amount shall be paid to SFSI from the Oak Tree Tax Account, if and when such sales tax increments are received and available for such purpose. After the SFM Payoff Date, the Reimbursement Amount shall be paid to SFSI from the Oak Tree Tax Account and the Smith Farm Marketplace Tax Account, if and when such sales tax increments are received and available for such purpose. 4.5. Method of Payment. Prior to the SFM Payoff Date, SFSI may request payment from the Authority in an amount not to exceed the lesser of the then - current total of the Oak Tree Tax Account or the unpaid Reimbursement Amount. After the SFM Payoff Date, SFSI may request payment from the Authority in an amount not to exceed the lesser of (a) the then - current aggregate total of. (i) the Oak Tree Tax Account and (ii) the Smith Farm Marketplace Tax Account or (b) the unpaid Reimbursement Amount. The Authority shall make reimbursement payments to SFSI in good funds within five (5) Business Days of any such request. 5 576522 v7 (01560.00030.001) • vip:Af%:' Ik�9YiR.�at eH d,,. �. F, is ,.,ua.a::4isi:NxRE�C$i35A�1:�. 321% at i30f$'x2�i:#d:S33�.F"d+a�(�dv16 s�' �1� .a:>tiao4'tipe �:+ �. �. Ai1Y452 }5.4i1tiYa4YW`e:';�Aatri�k3 eNSV,93!�'6?C:uASfe f- v N esv �, i* a- nuetti *rwmkwmnlHVVNriiG!iFiitkd'U�Y{ . ' A1Glf+lf.9{Ysi: 4.6. Additional Economic Incentives. In addition to the Oak Tree Tax Account and the Smith Farm Marketplace Tax Account, the City and the Authority agree, to the extent allowed by law, to (a) expedite the process for hearings, reviews, inspections and contacts within the City's and Authority's staff in order to ensure timely completion of the Project; (b) consider, and at the City's and the Authority's sole discretion, to use, any other source of funds in order to pay the Reimbursement Amount; (c) to promptly approve and authorize payment to SFSI of the funds in accordance with and pursuant to this Agreement; and (d) consider any other reasonable requests made by SFSI in order to complete the Project. ARTICLE V REMEDIES In the event of any default in or breach of any terms or conditions of this Agreement by any Party, or any successor, the defaulting or breaching Party shall, upon written notice from the other Party, proceed immediately to cure or remedy such default or breach, and shall in any event, within thirty (30) days after receipt of notice, commence to cure or remedy such default. In case such cure or remedy is not taken or not diligently pursued, or the default or breach shall not be cured or remedied within a reasonable time, the aggrieved Party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including but not limited to proceedings to compel specific performance by the defaulting or breaching Party. The parties, their successors and assigns, further agree that the other Party shall have the right and power to institute and prosecute proceedings to enjoin the threatened or attempted violation of any clauses contained herein. Notwithstanding the foregoing or anything to the contrary contained in this Agreement, in the event of a breach or termination of this Agreement, such breach or termination shall have no effect upon the Smith Farm Marketplace Agreement. ARTICLE VI MISCELLANEOUS. 6.1. Choice of Law. This Agreement shall be taken and deemed to have been fully executed and made by the Parties herein and governed by the laws of the State of Oklahoma for all purposes and intents. 6.2. Recitals. All recitals are incorporated into this Agreement as material terms of this Agreement. 6.3. Assi�mnent; Successors and Assigns. SFSI may assign, without the prior written consent of the City, the Authority or the OEDA, this Agreement, the Project or any interest in this Agreement, including, without limitation, the right to receive payments, and upon any such assignment, the assignee or successor shall be deemed to have assumed the duties and obligations of SFSI hereunder; provided, however, SFSI agrees to deliver written notice to the Authority of any such assignment within thirty (30) days of such assignment. Neither the Authority nor the OEDA shall have the right to assign its duties or obligations under this Agreement without the prior written consent of 6 576522 v7 (01560.00030.00 1) SFSI. All rights, obligations and liabilities herein given to or imposed upon any Party hereto shall extend to the permitted successors and assigns of such Party. In the event SFSI sells, assigns or transfers its interest in the Project, SFSI shall be relieved of all liability under this Agreement as of the date of such sale, assignment or transfer and the assignee shall assume all obligations and liability under this Agreement as of the date of such sale or assignment. 6.4. Entire Agreement. The Parties agree that this Agreement constitutes the entire agreement between the Parties and that no other agreements or representations concerning completion of the Project, other than those contained in this Agreement, have been made by the Parties. This Agreement shall be amended only in writing, and effective when signed by the authorized agents of the Parties. 6.5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. 6.6. Severability. In the event that any term or provision or this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and effect to the extent the remainder can be given effect without the invalid provision. 6.7. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs and assigns. 6.8. Costs. In the event of a dispute relating to the matters set forth herein, the prevailing Party shall be entitled to reimbursements for all reasonable attorneys' fees and expenses incurred in connection therewith. 6.9. Notices. Any notice, request or demand provided for in this Agreement shall be deemed to have been sent when the notice has been delivered by personal delivery, overnight mail or delivery service, facsimile or deposited in the United States mail, registered or certified, with postage thereon prepaid to the addresses as set forth below. Notice shall be deemed received upon the earlier of (1) if personally delivered (whether by courier or overnight private mail or delivery services), the date of delivery; (ii) if mailed, three (3) Business Days after the date of posting by the United States post office; or (iii) if given by facsimile when sent. The parties' addresses are as follows: To the Authority: Rodney Ray, OWPA Manager City of Owasso 111 North Main Street Owasso, Oklahoma 74055 Fax No. 918.376.1599 With a Copy to: Julie Lombardi, OPWA General Counsel 7 576522 v7 (01560.00030.00 1 ) City of Owasso 111 N. Main Street Tulsa, OK 74055 Fax No. 918.376.1599 To SFSI: SF Shops Investors, L.P. c/o Hunt Properties, Inc. 8235 Douglas Avenue Dallas, Texas 75225 Attn: Jim Shindler, Sr. Vice President Fax No. 214.706.3251 With a Copy to: Kane Russell Coleman & Logan PC 1601 Elm Street, Suite 3700 Dallas, Texas 75201 Attn: Raymond J. Kane Fax No. 214.777.4299 6.10. Authority & City. This Agreement shall become a binding obligation upon execution by all parties hereto. The Authority warrants and represents that the individual executing this Agreement on behalf of the Authority has full authority to execute this Agreement and bind the Authority to the same. The Authority further warrants and represents that this Agreement is valid and enforceable under applicable law and the City's charter, and that the City has taken all requisite action necessary to approve this Agreement. The OEDA warrants and represents that the individual executing this Agreement on behalf of the OEDA has full authority to execute this Agreement and bind the OEDA to the same. The OEDA further warrants and represents that this Agreement is valid and enforceable under applicable law and the City's charter, and that the City and the OEDA have each taken all requisite action necessary to approve this Agreement. By its signature below, the City acknowledges and agrees that the City has transferred and assigned to the Authority all of the City's rights, title and interest in and to the sales tax revenues for the purposes of disbursing the Reimbursement Amount from the Oak Tree Tax Account and the Smith Farm Marketplace Tax Account. SFSI warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind SFSI to the same. SFSI further warrants and represents that this Agreement is valid and enforceable under applicable law and SFSI's corporate documents, and that SFSI has taken all requisite action necessary to approve this Agreement. IN WITNESS WHEREOF the parties have executed this instrument to be effective as of the day and year first above written. [Remainder of Page Intentionally Left Blank; Signature Page(s) Attached Hereto.] 576522 v7 (01560.00030.001) SEPARATE SIGNATURE PAGE OF THE OEDA OWASSO ECONOMIC DEVELOPMENT AUTHORITY, an Oklahoma public trust By: Name: Chair Date: July, 2007. ��b�j�� o; ATTEST: , U seal t D • J ''• A ' 0 i sb :�klah ot'. � `� By: °rr►ttt�� Name: /l K ' Secretary Date: July,ZU, 2007. APPROVED AS TO FORM: By: J ie Lombardi, Counsel for Owasso Economic Development Authority Date: July_, 2007. rs. s> ilisiwYd' v9t' 6f/&@ 8' 11 B':flrAFhk{tlA9riaailiN,!fWSPtka ll�M: aAUNkf6M1W�d'+' rti.± nea. u�'f Y.t it9�.@ 03tki-. fA- EESpJk+ Tbna' �RR3bX�t�iik�idy4Y1IFAia+ d' tifffiYxtill tiNwiYn': f� .s�f4UYYziuWrcwW2a21fAild$�i�ie n.ki'%'ut.j4N Yer ..:i_w.w,e�Fd.�4.:.4ipW':�tua ' r.{+ wwmrord.:*. x.` IF4. YgieL4tif�Nlcvb .'i4A415�'fh94fede%i�n t ACKNOWLEDGEI\IENT AND AGREEMENT OF THE CITY For the limited purposes set forth in Sections 4.1, 4 2, 4.6 and 6.10 of this Agreement, the City acknowledges, consents and agrees to the terms and conditions of this Agreement. CITY OF OWASSO, a municipality of the State of Oklahoma By: Stephen Cat udella, Mayor Date: July 1-1 , 2007. G\�,t p� Oil, ATTEST: OFFICIAL SEAL By: Sherry Bishop, Clerk Date: July 1-1, 2007. APPROVED AS TO FORM: By: Julie Ombardi, City Attorney Date: July 11 , 2007. �'h >22 %5 (01 560.00030 001) SEPARATE. SIGNATURE PAGE OF THE AUTHORITY OWASSO PUBLIC WORKS AUTHORITY, an Okiahoma public trust By: <;I YCLd L Stephen Cats udella, Chairman Date: July 1-1 , 2007. ATTEST: Sherry Bish(#, Secretary Date: July 1-7, 2007. APPROVED AS TO FORM: -'\C 1 W 0,� � • {J j-�L S — �Q; i0= i mil" 0 �IAHON�P rr111111% By: a- U� /a 4at"O. Juli Lombardi, Authority Attorney Date: July 1-7-,2007. ;-0212 x> I b 1 ibn.0W 20.00) 1 SEPARATE SIGNATURE PAGE OF SFS1 SF SHOPS INVESTORS, L.P., .a Texas limited partnership By: SFIJI.. GP, TLC, a Texas limited liability company its general partner By: Hunt Properties, Inn., aTexas corporation, its S BY: Nam Title Date: October— 2007. 576522 v7 (01560,00)30,001) EXHIBIT "A -1" LEGAL DESCRIPTION OF THE OAK TREE PROPERTY Lot One (1), Block (1) of Oak Tree Business Park, an Addition to the City of Owasso, County of Tulsa, State of Oklahoma, according to that certain plat recorded in Volume Page of the plat records of Tulsa County, Oklahoma. 576522 v7 (01560.00030.001) EXHIBIT "A -2" LEGAL DESCRIPTION OF THE CHEROKEE PROPERTY A tract of land in the East Half of the Southeast Quarter of the Southeast Quarter (E /2 SE /4 SE /4) of Section Thirty-Three (33), Township Twenty -one North (T- 21 -N), Range Thirteen East (R- 13 -E), of the Indian Base and Meridian, Tulsa County, State of Oklahoma, being more particularly described as follows: Commencing at the Southeast corner of Section 33, Township 21 North, Range 13 East, Thence N 01 005'52" W along the East line of said Section 33 for a distance of 60.00 feet to the Point of Beginning; Thence S 88 °4846" W, parallel with the South line of the SEA of said Section 33, for a distance of 656.99 feet to the West line of the E/2 of the SE /4 of the SE /4 of said Section 33; Thence N 1'08'20" W along said West line for a distance of 704.00 feet; Thence N 88 °4846" E for a distance of 657.50 feet to the East line of said E/2 of the SE /4 of the SE /4; Thence S 1'05'52" E along said East line for a distance of 704.00 feet to the Point of Beginning. 576522 v7 (01560.00030.001) EXHIBIT "A -3" LEGAL DESCRIPTION OF THE BEST BUY APPORTIONMENT AREA Parcel One: A tract of land situated in the Northeast Quarter of the Northwest Quarter (NE /4 NW /4) of Section Twenty (20), Township Twenty -one (21) North, Range Fourteen (14) East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the U. S. Government Survey thereof; being more particularly described as follows, to -wit: COMMENCING from the Northeast Comer of the NE /4 NW /4; THENCE South along the East line of said NE /4 NW /4 a distance of 290.00 feet to the Point of Beginning; THENCE South 1 °14'12" East and along the East line of said N E/4 NW /4 a distance of 708.20 feet to a point on the Northerly right of way line of U. S. Highway 169; THENCE South 48 °54'01" West and along said Northerly right of way line a distance of 273.98 feet; THENCE North 22 °15'20" West a distance of 492.84 feet to a point on the Easterly boundary line of OAK TREE BUSINESS PARK, an Addition to the City of Owasso, Tulsa County, State of Oklahoma, according to the recorded Plat No. 5154; THENCE along said Easterly boundary line North 72 °45'33" East a distance of 90.00 feet; THENCE along said Easterly boundary line along a curve to the left having a radius of 415.00 feet a distance of 535.99 feet to a point which has a chord North 35 °45'33" East a distance of 499.51 feet to a point; said point being the POINT OF BEGINNING. Parcel Two: A tract of land situated in the Northwest Quarter of the Northeast Quarter (NW /4 NE /4) of Section Twenty (20), Township Twenty -one (21) North, Range Fourteen (14) East of the Indian Base and Meridian, Tulsa County, State of Oklahoma, according to the U. S. Government Survey thereof; being more particularly described as follows, to -wit: COMMENCING from the Northeast Corner of the NE /4 NW /4; THENCE South along the East line of said NE /4 NW /4 a distance of 50 feet to the Point of Beginning; THENCE South 86 °02'32" East and along the South Right of Way line of U. S. Highway 169 a distance of 20.08 feet; THENCE South 1 °14'12" East and parallel with the East line of said NE /4 NW /4 a distance of 929.68 feet to a point on the Northerly Right of Way line of U. S. Highway 169; THENCE South 48 °54'01" West and along said Northerly Right of Way line a distance of 26.06 feet; THENCE North 1 °14'12" West and along the East line of said NE /4 NW /4 a distance of 948.20 feet to the POINT OF BEGINNING. 576522 v7 (01560.00030.00 1)