Loading...
HomeMy WebLinkAbout2005.02.01_OPWA AgendaWATNIGUA TYPE OF MEETING: Regular DATE: February 1, 2005 TIME: 6:30 p.m. PLACE: Council Chambers, Old Central Building 109 N. Birch Notice and agenda filed in the office of the Cit Clerk and posted at City Ball at 5:00 p.m,-,on Friday, January 28, 2005. liann M. Stevens, A nistrativc Assistant 1. Call to Order Chairman Kimball 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 January 18, 2005 Regular Meeting. Attachment #4 -A B. Approval of Claims. Attachment #4 -B H. \Agendas \OP W A \2005 \0201. doc Owasso Public Works Authority February 1, 2005 Page 2 5. Consideration and appropriate action relating to a request for Trustee approval of an Infrastructure Improvement Agreement between the Owasso Public Works Authority and Tyann Development Company, Inc. Mr. Ray ( The attachments for this item will be delivered to you on Monday, January 31, 2005) Staff will recommend Trustee approval of an Infrastructure Improvement Agreement for public street and related improvements between the City of Owasso and Tyann Development Company, Inc. 6. Deport from OPWA Manager. 7. Deport from OPWA Attorney. 8. New Business. (blew Business is any item of business which could not have been foreseen at the time of posting of the agenda.) 9. Adjournment. tC \Agendas \OPWA \2005 \0201 doe OWASSO PUBLIC WORKS AUTHORITY MINUTES OF REGULAR MEETING Tuesday, January 18, 2005 The Owasso Public Works Authority met in regular session on Tuesday, January 18, 2005 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, January 14, 2005. ITEM 1. CALL TO ORDER Chairman Kimball called the meeting to order at 1:21 p.m. ITEM 2. FLAG SALUTE The flag salute was held during the City Council meeting preceding this meeting. ITEM 3. ROLL CALL A quorum was declared present. STAFF Rodney J. Ray, Authority Manager Ronald Cates, Authority Attorney ITEM 4. CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST FOR TRUSTEE APPROVAL OF THE CONSENT AGENDA A. Approval of Minutes of the January 4, 2005 Regular Meeting B. Approval of Claims Mr. Colgan moved, seconded by Mr. Cataudella, to approve the OPWA Consent Agenda with claims totaling $53,548.56 and payroll claims for two pay periods totaling $92,985.46. YEA: Cataudella, Cochran, Colgan, Kimball, Thoendel NAY: None Motion carried 5 -0. Owasso Public Works Authority None ITEM 6. REPORT FROM OPWA ATTORNEY None ITEM 7o NEW BUSINESS None 11111210119111119 "10 . . . . . . . Mr. Cochran moved, seconded by Mr. Colgan, to adjourn. YEA: Cataudella, Cochran, Colgan, Kimball, Thoendel NAY: None Motion carried 5-0 and the meeting was adjourned at 7:22 p.m. Pat Fry, Minute Clerk 11 January 18, 2005 Susan Kimball, Chair OPWA CLAWS TO BL Pni'm (117biliff VENDOR DESCRIPTION AMOUNT TREASURER PETTY CASH DEPOSIT REFUND 8.09 REFUND TOTAL ��-6.99� LOVVES COMPANIES WALL DOOR STOP 7.82 TREASURER PETTY CASH OFFICE SUPPLIES 89.84 TERM|N|X PEST CONTROL 44.00 ADMINISTRATION DEPT TOTAL 1;F-86 OFFICE DEPOT OFFICE SUPPLIES 2.04 MCLAU0N.DSCAR METER READINGS 304.20 0L|N{gH{}USE. DAVID R. METER READINGS 53035 O|N0NG.TYRONE METER READINGS 358.50 BALS{8ER. KATHLEEN A METER READINGS 151.20 K4EYER'K4ARK METER READINGS 580.95 ARR|NGTON.T0k8 METER READINGS 17.10 TECHNICAL PROGRAMMING SERVICES BILLING SERVICE 275549 UTILITY BILLING DEPT TOTAL LOVVESCOMPAN|ES 50UVVT3 18.02 WATER PRODUCTS METER SET SUPPLIES 1.584.80 TREASURER PETTY CASH MEETING EXPENSE 18.08 GEORGE & GEORGE SAFETY UN|F0RMG/PRUTCLUTH|NG 23.05 UN|F|RSTCORPORAT|ON UN|F0RMS/PR0TCLOTH|NG 92.84 T-SHIRT EXPRESS CAPS 46.87 ATVVOODS UNIFORM-HARRIS 82.48 A&AMATERIALS ASPHALT 360.83 LOVYE8COK4PAN|EG REPA|FVMAiNTSUPPLiES 25.00 WATER PRODUCTS LEAK REPAIRS 40578 TWIN CITIES READY MIX CONCRETE 152.00 CROW BURL|NGAME FUNNEL 3.49 /TWO0OS BOLT CUTTERS 18.95 CITY OFTULSA PURCHASED WATER 103.803.74 |NCO(3 WATER FEASIBILITY STUDY 470000 WATER DEPT TOTAL 1i1,4%4.41 VVALK4ARTC0K4&4UN|TY SUPPLIES 87.39 GEORGE & GEORGE SAFETY UN|FORK8S/PROTCLUTH{NG 23.05 UN|F|RSTCORPORAT|ON UN|FORM8/PROTCL0TH|NG 81.20 T-SHIRT EXPRESS CAPS 46.87 GREEN COUNTRY TESTING AMMON|ATE8T|NQ 120.00 WASTE MANAGEMENT OFOKLA TIPPING FEES 2.414.15 ACCURATE FIRE EQUIPMENT INC INSPECTION FIRE EQUIP 83.00 DEPT 0F ENVIRONMENTAL QUALITY WATER L|CENSETEST|NG-K4CKN|GHT 80.00 DEPT OF ENVIRONMENTAL QUALITY WATER LICENSETEST|NQ-CORLEY 8080 CDRLEY.STEPHEN PER DIEM 84.00 MCKN|CHT. JOHNNY VVAYNE PER DIEM 84.00 WW TREATMENT PLANT DEPT TOTAL � VENDOR DESCRIPTION AMOUNT OVVASSOGTAFF|NG TEMP STAFF 415.08 GEORGE & GEORGE SAFETY UN|F0RNS/PRUTCLOTH|NG 23.05 UN|RRSTCDRPORAT0N UN|FURMS/PROTCLOTH|NG 105.88 T-SHIRT EXPRESS CAPS 40.80 BLIZZARD TRUCKING TOP SOIL 480.00 8&BELECTRIC. SEAL KIT 273.94 O'RBLLYAUTOMOT|VE LIFT STATION SUPPLIES 34.55 WATER PRODUCTS MANHOLE REPAIR 84.58 BROWN FARMS SOD SOD 55.08 WATER PRODUCTS MINOR EQUIPMENT 42.88 B&BELECTRIC PUMP REPAIR 1.538.70 GVV VAN KEPPEL RENTAL-TRASH PUMP 570.00 EQUIPMENT ONE SEWER SNAKE 28.00 WASTEWATER DEPT TOTAL 3'598.84 GEORGE & GEORGE SAFETY UN|FORMG/PROTCLOTH|NG 23.04 UN|FIRSTCORPORAT|0N UN|FURK1S/PRDTCL0TH|NG 172.08 T-SHIRT EXPRESS CAPS 40.00 WASTE MANAGEMENT UF0KLA TIPPING FEES 12440.30 REFUSE DEPT TOTAL 12.688.15 UN|F|R8TCORPORAT|UN UN|F0RK4S/PRUT CLOTH |NG 1380 LAMBERT BROWN SCALES INSPECTION-SCALES 165.50 WASTE MANAGEMENT OFOKLA TIPPING FEES 1,646.78 WASTE MANAGEMENT OFTULSA TIPPING FEES 1.000.21 RECYCLE DEPT TOTAL 2^486.09 OPWAOPERATUWG FUND TOTAL 13922043 GREELEY&HANSEN.LLC ENGINEERING SERVICES 02/03/04 11.779.62 JPK4ORGAN CHASE BANK FAP-04'0000'L 21,530. 88 JP[NORGAN CHASE BANK DRF-02'0017-L 10.300.60 JPW1ORGAN CHASE BANK ORF-09-008-L 2.432.48 JPy0ORGAN CHASE BANK FAP-02-8107'L 3.201.84 JP/MORGAN CHASE BANK FAP'01-0003-L 5.010.81 JPKXORGAN CHASE BANK ORF-01-0002'L 8.880.83 OKLAHOMA WATER RESOURCES BOARD 0RF-02-0017-CVV 24.118.35 OKLAHOMA WATER RESOURCES BOARD ORF-81-0002-CVV 27.848.58 OKLAHOMA WATER RESOURCES BOARD ORF-00-008-CVV 2553898 CAPITAL IMPROVEMENTS FUND TOTAL 14050889 RCB TRUST SERVICES SERIES 2OO4NOTE 28.708.33 JPMORGAN CHASE BANK ADM|NFEES 300000 OPVVA SALES TAX FUND TOTAL 3179833 OPVVA GRAND TOTAL 31152765 ■WASSO PUBLIC WORKS AUTHORITY PAYROLL PAYMENT REPORT PAY PERIOD ENDING DATE 1/22/2005 OVERTIME TOTAL DEPARTMENT EXPENSES EXPENSES Utility Billing »42 3,984.25 Ili III A : ► I ?I ►.� TO- THE HONORABLE CHAIRMAN AND TRUSTEES WPUBLIC O i .,, € FROM- . RODNEY ,9 CITY MANAGER SUBJECT. INFRASTRUCTURE IMPROVEMENT AGREEMENT TYANN DEVELOPMENT CO., INC. DATE- JANUARY 28, 2005 DISCUSSION: Over the course of several months Staff has been in negotiations with representatives of Tyann Development Co., Inc. (G6Tyann ") regarding a reimbursement agreement for a portion of the potential costs that would be incurred by Tyann for the construction of a Public roadway service road extension in an area situated south of 96th Street North and cast of U.S. 169. The street improvements would facilitate the development of commercial retail shopping centers in the area from which there is expected to be a generation of new sales tax dollars. The project will require significant land dedications as well as street and intersection improvements. Neither the City nor the Authority possesses sufficient funds at this time to pay the cost of such public improvements. As a consequence, the developer, Tyann, under the conditions as more fully outlined in the proposed Infrastructure Improvement Agreement ( "Agreement'), agrees to advance the costs thereof by dedicating or alternatively obtaining the necessary public rights of way, by providing for the engineering of said public street improvements and ultimately by constructing the public street improvements. As a result of the negotiations, Staff and representatives of Tyann have reached a tentative agreement. Such Agreement, in accordance with previous public infrastructure agreements entered into by the Authority, requires Tyann to provide for the right of way, the engineering of the street improvements, and the construction of the public street and related improvements. In return, the Authority, again in accordance with previous public infrastructure agreements entered into by the Authority, will reimburse Tyann, in an amount not to exceed $1,100,000.00, for reimbursable costs incurred and paid by Tyann in performance of its obligations under the Agreement. "Reimbursable Costs" are those costs as are determined by the Authority as being exclusively public street improvement project related. The source of the funding for the reimbursement to Tyann from the Authority will come from Authority funds. Generally, payment will begin only when sales tax is generated and received by the City from taxable sales in the Development Area as such is defined in the Agreement in an amount equal to $300,000.00. However, a portion of the $1,081,000.00 reimbursable costs referred to "incremental costs" as are defined in the Agreement, in the specified amount of $600,000.00, are payable from the Authority in an amount equal to sales tax generated and received by City from taxable sales in not only the Development Area of the presented agreement but also the "Development Area" as defined within the terms of that certain Development Agreement between the Owasso Public Works Authority and Home Depot, U.S.A., Inc,, dated the 23rd day of July, 2003. Reimbursement for the reimbursable "incremental costs" is not dependent upon the $300,000.00 threshold referred to above. Nevertheless, in every instance the payment will be in an amount that is equal to one-half of one cent of the sales tax generated and received by the City from taxable sales in both Development Areas, RECOMMENDATION: Staff would recommend that the Authority approve the Infrastructure Improvement Agreement hereby presented and authorized the Chairman to execute such on behalf of the Authority. If any Trustee should have any question(s) please do not hesitate to contact City Attorney Ron Cates, Economic Development Director Rickey Hayes or me, ATTACHMENT- 1. Infrastructure Improvement Agreement TINS INFRASTRUCTURE IMPROVEMENT AGREEMENT ("Agreement ") is made and entered into effective as of February __, 2005 by and between OWASSO PUBLIC WORKS AUTHORITY, an Oklahoma public trust ( "Authority ") and TYANN DEVELOPMENT CO., INC., an Oklahoma corporation ( "Tyann "). um A. l "yarm owns or will acquire ownership of the property consisting of approximately sixty-eight (68) acres and situated south of 96'h Street North and east of U.S. highway 169, in Owasso, Oklahoma ( "Property ") for the development of commercial retail shopping centers (collectively the "Project "), which property is more fully described and depicted on Exhibit A attached hereto. B. This Agreement is being entered into with the expectation that the new Project proposed to be undertaken (or being undertaken) by, or facilitated by, Tyann in Owasso, Oklahoma, will generate substantial new sales tax revenues for the City of Owasso (the "City "). C. The Project reasonably requires significant land dedications, street and intersection improvement that neither the City nor the Authority has sufficient current funds to pay the costs thereof at this time. D. Within and subject to the constraints of applicable State law, the City and the Authority have represented that in the event Tyann undertakes to effect and pay the costs of such street and intersection improvements, the Authority will cause Tyann to be reimbursed for that amount of such costs as are determined pursuant to Paragraph 3 hereof. E. The Authority's sources for funding such reimbursements will be either from its expected funding to be derived from sufficient annual appropriations or equivalent allocations by the City to the Authority of amounts, payable in quarterly installments, equal to one -half of one cent from all City sales taxes as are collected from business operations located in (A) any of the "Development Area" described in Exhibit B hereto and (B) the Property. F. The parties acknowledge that the City cannot obligate itself (i) to appropriate or otherwise allocate any existing or future City sales tax or other monies to the Authority in any future fiscal year other than on a current fiscal year basis, or (ii) to commit to the Authority that it will facilitate any future bond issue of the Authority, the repayment of which is 1 455671 v5 (01560.023) in whole or in part based on appropriations or allocations of any City sales taxes. G. The parties acknowledge that the City, within and subject to the constraints of applicable State law, has indicated its willingness to express its reasonable expectations and intentions of undertaking all such actions as may be reasonably necessary to accommodate and facilitate the Authority's performance of this Agreement as set forth above, and through its approval of this Agreement as an incurrence of indebtedness by a public tryst of which it is sole beneficiary, and through a Resolution separately adopted concurrently herewith, the City has affirmed such willingness. H. Based on the foregoing, in connection with the Project, Tyann has agreed to construct or cause to be constructed certain public improvements relating to the City's roadway systems and facilities (the "Public Improvements "), all as more fully described later in this Agreement and the Authority has determined it would be most advantageous at this time for the Authority to reimburse Tyann for the reimbursable costs of the construction of said Public Improvements pursuant to the terms and conditions set forth below. I. In connection with the development of the Project, the parties desire to more specifically outline the scope, projected cost, time line and project engineering and coordination associated with construction of the Public Improvements. NOW, THEREFORE, in consideration of their respective covenants and conditions herein expressed, the Authority and Tyann agree as follows: 1. Public Improvements. The Public Improvements are more particularly designated or described on the improvement plans for each portion of the Public Improvements set forth on Exhibit C attached hereto (the "Public Improvement Plans "). The Authority and the City have approved, or will approve, the Public Improvement Plans, and Tyann agrees to construct the Public Improvements as described in the Public Improvement Plans within the time frames set forth in the Public Improvement Plans. The initial cost estimate for the Public Improvements is $1,100,000.00, as more specifically itemized on Schedule 1 attached hereto. Tyann, or its Contractor for said Public Improvements, will post a Performance Bond and a Statutory Bond, or other collateral satisfactory to the City, for said Public Improvements with the City prior to the start of construction. All design and construction undertaken by Tyann shall be consistent with all City codes and ordinances as well as any other regulations or plans relative to the Public Improvements. Tyann shall initially pay all costs incurred for the design and construction of the Public Improvements. Tyann shall 2 455671 v5 (01560.023) receive partial reimbursement for actual costs incurred for the Public Improvements as set forth below in Section 3. All Public Improvements shall be subject to the Authority's reasonable inspection and approval upon completion. Upon receipt of the reimbursement described in Section 3 below, Tyann shall cause to be prepared, executed and delivered any and all appropriate legal documentation, including, but not limited to, assignments, bills of sales, deeds, easements or grants, reasonably necessary to convey unto the Authority, or its assignee(s), all of Tyann's right, title and interest in and to the Public Improvements free and clear of any and all claims, demands, encumbrances, liens, or interests of others which do or might impair the title of the Authority, or its assignee(s), in and to the Public Improvements. The Authority agrees to accept the Public Improvements if constructed in full compliance with the Public Improvement Plans. Upon completion and acceptance of any public improvement to the satisfaction of the Authority, the Authority will recommend final acceptance by the City. It is understood that each portion of the Public Improvements described in Exhibit C may be completed at a different time. Each portion of the Public Improvements will be deemed accepted if not rejected in writing within forty-five (45) days of delivery by Tyann to the Authority of a notice of completion as to that portion of the Public Improvements. Upon acceptance of each portion of the Public Improvements by the Authority, but prior to acceptance by the City, Tyann or its contractor shall post a one (1) year maintenance bond for each portion of the Public Improvements (the "Maintenance Bonds "). After the respective maintenance bond periods, the Authority shall assume responsibility for maintenance of each portion of the Public Improvements. 2. lZights of V�Iayg Utilit�Easements and Construction Easements. Tyann agrees to furnish to the Authority the legal description for any right of way necessary for the Public Improvements. The Authority agrees that it will obtain, file and furnish the necessary right of way and utility easement dedications and temporary construction easements to allow Tyann to construct the Public Improvements. The City, by its acknowledgement below, agrees that it shall cooperate with Tyann and the Authority to assist in completion of the Public Improvements in accordance with this Agreement. All costs and expenses, including acquisition costs, to obtain the above rights of way, utility easements and temporary construction easements shall be paid by the Authority. 3. Reimbursement of Costs for Public Improvements. The parties agree that the engineer's preliminary estimate of the total anticipated estimated costs of providing and developing all of the Public Improvements is $1,100,000.00, as is more fully set forth on Schedule 1. Such schedule represents the parties' good faith estimate of the projected costs associated with the construction of the Public Improvements. Tyann understands and agrees with the Authority that none of the costs to be reimbursed will include any administrative overhead expenses of Tyann. The expenses to be reimbursed are solely for construction of the Public Improvements, and any required Performance Bonds, Statutory 3 455671 v5 (01560.023) Bonds and Maintenance Bonds. Upon completion and acceptance of each portion of the Public Improvements as contemplated by this Agreement, Tyann shall provide certified (by an officer of Tyann) figures to the Authority of the actual costs of that portion of the Public Improvements. Upon receipt thereof, the Authority, upon ten (10) days written notice to Tyann, shall be authorized and allowed to audit and examine, at City Hall, City of Owasso, 1 1 1 N. Main, Owasso, Oklahoma, at reasonable times, any and all supportive documentation possessed by Tyann, its agents, officers, employees and/or independent contractors, reasonably necessary and related to the certified figures of the actual costs of that portion of the Public Improvements. It is understood that during the course of discussions between the parties hereto design and construction specifications and standards of the desired public improvement were modified, such modification resulting in an increase in the preliminary estimated costs for the design and construction of the "Public Improvements". These incremental costs were associated with the application of the modified standards to the design and construction of the "Public Improvements" herein contemplated, and shall, in accordance with the procedural requirements, be considered as reimbursable costs. The parties agree that the "incremental costs" as used herein are in the amount of $600,000.00. However, such "incremental costs" are included within the $ 1,100,000.00 estimated costs set forth above. As relates to reimbursement for the incremental costs associated with the application of the modified Construction Standards to the design and construction of the "Public Improvements", as referred to above, such incremental costs, once determined, shall be reimbursed from expected funding to be derived from sufficient annual appropriations or equivalent allocations by the City to the Owasso Public Works Authority of amounts equal to one-half of one cent from all the City sales taxes as are actually collected and received by the City of Owasso, Oklahoma, from business operations located in any of 4 455671 v5 (01560.023) the area included within the "Development Area" as defined within the terms of the Development Agreement between the Owasso Public Works Authority and Home Depot U.S.A., Inc., dated the 23rd day of July, 2003. It is specifically understood that the reimbursement for the incremental costs referred to above shall not be subject to the threshold amount that is otherwise provided for above. 4. 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 panty shall be entitled to all rights and remedies available at law or in equity, and may also 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. 5. Miscellaneous. a. Inspection T yann shall allow the Authority, or their authorized representatives, to access the Public Improvements to inspect the work at any time. b. 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. C. Entire Agreement. The parties agree that this Agreement constitutes the entire agreement between the parties and that no other agreements or representations 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. d. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute one and the same instrument. C. 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. 455671 v5 (01560.023) f. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs and assigns. g. 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. h. Notices. Any notice, request or demand provided for in this Agreement shall be deemed to have been sent notice 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 set - vices), 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 pat-ties' addresses are as follows: To the Authority: Owasso Public Works Authority 111 forth Main Street Owasso, Oklahoma 74055 Fax No. 918.271.4996 To the City: City of Owasso 111 North Main Street Owasso, Oklahoma 74055 Attention: Rodney Ray, City Manager Fax No. 91 8.376.1599 Ronald D. Cates, City Attorney 111 N. Main Street Tulsa, OK 74055 Fax No. 91 8.376.1599 To Tyann: Tyann Development Co., Inc. P.O.Box 397 Owasso, OK 74055 Attn: Charles W. Ilelscel, President With a Copy to: Carpenter, Mason & McGowan 1516 S. Boston Tulsa, OK 74119 Attn: Tom Mason 6 455671 v5 (01560.023) i. Authority. 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 Authority's public trust documents, and that the Authority has taken all requisite action necessary to approve this Agreement. Tyann warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind Tyann to the same. Tyann further warrants and represents that this Agreement is valid and enforceable under applicable law and Tyann's corporate documents, and that Tyann has taken all requisite action necessary to approve this Agreement. The City, by its acknowledgment below, warrants that the City Resolution(s) attached hereto as Exhibit D authorizing the construction of the Public Improvements and work and undertakings related thereto, including the execution of this Agreement, have all been duly authorized by proper and legal action taken by the City of Owasso, Oklahoma. j F orce M cure. If an event of force majeure occurs, the time for performance of the obligations under this Agreement, other than the payment of sums due, shall be extended for the duration of the event of force majeure. An event of force majeure shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, government or de facto governmental actions (unless caused by the intentionally wrongful acts or omissions of the party), fires, explosions, floods, strikes, slowdowns or work stoppages. Inability to pay is not an event of force majeure. 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) 7 455671 v5 (01560.023) OWASSO PUBLIC WORDS AUTHORITY, an Oklahoma Public Trust By:__ Name T'itle: ACKNOWLEDGED AND APPROVED as to form this day of February, 2005, by the City of Owasso, Oklahoma. Ey :__. Name: Title; 455671 v5 (01560.023) f TYANN Development Co., Inc. An Oklahoma corporation $y: Name: 455671 v5 (01560.023) LEGAL DESCRIPTION THE 'TYANT PROPERTY 455671 v5 (01560,023) (City of Owasso, Oklahoma) 455671 v5 (01560.023) l� 455671 v5 (01560.023) SCHEDULEI PLUS COSTS OF PERFORMANCE ' STATUTORY AND MAINTENANCE BONDS TO BE INCLUDED IN REIMBURSEMENTS 455671 v5 (01560.023) 455671 v4 (01560.023.11)