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HomeMy WebLinkAbout2005.01.18_City Council Agenda PUBLIC NOTICE OF THE MEETING OF THE OW ASSO CITY COUNCIL TYPE OF MEETING: DATE: TIME: PLACE: Regular January 18, 2005 6:30 p.m. Council Chambers, Old Central Building 109 N. Birch Notice and agenda filed in the office of the City Clerk and posted at City Hall 5:00 p.m. on Friday, January 14, 2005. AGENDA 1. Call to Order Mayor Kimball 2. Invocation Reverend Kevin Laufer, Youth Pastor, Central Baptist Church 3. Flag Salute 4. Roll Call H:lAgendas\Council\200S\OlI8.doc Owasso City Council January 18,2005 Page 2 5. Reading of the Mayor's Proclamation Mayor Kimball Attachment #5 Mayor Kimball will read a proclamation honoring Larry Tumer, Owasso High School Baseball Coach. 6. Consideration and appropriate action relating to a request for Council acceptance of a donation from the Owasso Rotary Club of a Thermal Imaging Camera, valued at $11,300, for use by the Owasso Fire Department. Mr. Fisher Attachment #6 Staff will recommend Council accept the donation, made by the Owasso Rotary Club, of an Eagle Imager 160 Thermal Camera valued at $11,300. 7. Consideration and appropriate action relating to a request for Council approval of the Consent Agenda. All matters listed under "Consent" are considered by the City Council to be routine and will be enacted by one motion. Any Councilor may, however, remove an item from the Consent Agenda by request. A motion to adopt the Consent Agenda is non- debatable. A. Approval of Minutes of the January 4,2005 Regular Meeting and the January 11,2005 Special Meeting. Attachment # 7- A Approval of Claims. Attachment # 7- B H:\Agendas\Council\2005\0118.doc Owasso City Council January 18, 2005 Page 3 8. Consideration and appropriate action relating to a request for Council approval to award a contract for the construction of soccer field lighting at the Owasso Sports Park. David Warren Attachment #8 Staff will recommend Council award a contract to Shawnee Lighting Systems of Shawnee, Oklahoma in the amount of $132,998 for the purpose of constructing a six pole lighting system for soccer field "J" located at the Owasso Sports Park. 9. Consideration and appropriate action relating to a request for Council approval of the Hi- Point Final Plat, proposing five commercial lots on 3.38 acres located 360' south of Highway 20 on the east side of the Owasso Expressway. Mr. Wiles Attachment #9 Staff will recommend approval of the Hi -Point Final Plat. 10. Consideration and appropriate action relating to a request for Council approval of the Tyann Plaza Final Plat, proposing a commercial lot on 11.57 acres located south of East 96th Street North on the east side of the Owasso Expressway. Mr. McCulley Attachment #10 Staff will recommend approval of the Tymill Plaza Final Plat. H:\Agendas\Council\2005\0118.doc Owasso City Council January 18, 2005 Page 4 11. Consideration and appropriate action relating to a request for Council approval of an amendment to the FY 2004-05 General Fund Budget; and, request for Council approval of a supplemental appropriation to the General Fund, Police Services Budget. Mr. Chambless Attachment # 11 Staff will recommend Council approval of an amendment to the FY 2004-05 General Fund Budget, wherein anticipated revenues are increased by $1,436 as a result of receiving the 2004 Local Law Enforcement Block Grant, and approval of a supplemental appropriation to the General Fund's Police Services Budget in the amount of$I,436. 12. Consideration and appropriate action relating to a request for Council approval of contracts for the purchase of real propelty for the purpose of Right of Way acquisition for the E. 96th Street North and N. Gamett Road Improvement Project and the Garnett Road Widening Project, authorization for the Mayor to execute all necessary documents relating to the purchase, and authorization for payment. Mr. Ray Attachment # 12 Staff will recommend Council approval of a contract between the City of Owasso and 96th & Garnett, L.L.C. for the purchase of .54 acres in the amount of $277,345.24; a contract between the City of Owasso and Legacy Sales and Leasing for the purchase of .23 acres in the amount of $98,760.00; a contract between Owasso 20, L.L.c. for the purchase of .45 acres in the amount of $197,938.64; a contract between Owasso 7 L.L.C. for the purchase of .89 acres in the amount of $484,923.82; a Like Kind Exchange Agreement between the City of Owasso and D.M. Sokolosky and Phyllis Sokolosky as Trustees of the D.M. Sokolosky Living Trust created by Declaration of Trust dated December 20, 1990; authorization for the Mayor to execute necessary documents for the purchase of right-of- way and the Like Kind Exchange, and authorization for payment. H:\Agendas\Council\2005\0 118.doc Owasso City Council January 18,2005 Page 5 13. Consideration and appropriate action relating to a request for Council approval of Resolution No. 2005-01, a resolution authorizing a Loan Agreement and Revenue Anticipation Note between the City of Owasso and the Owasso Economic Development Authority, and authorization of the Mayor to execute all necessary documents related thereto. Mr. Ray Attachment #13 Staff will recommend Council approval of Resolution No. 2005-01. 14. Consideration and appropriate action relating to a request for Council approval of a Supplemental Appropriation to the General Fund's Interfund Transfers increasing transfers from the General Fund to the Owasso Economic Development Authority Fund in the amount of $71,250; authorizing payment of such transfer to the Owasso Economic Development Authority Fund. Mr. Ray Attachment #14 (Tbe memo for this item was not completed at the time of print~ it win be delivered to you on Monday, January 17, 2005 - Please see tbe Note section of the memo in item #13 ) Staff will recommend Council approval of a transfer in the amount of $71,250 from the General Fund to the Owasso Economic Development Authority Fund for the purpose of fully funding the expenses associated with the Vanguard Car Rental Loan Agreement and Revenue Anticipation Note. 15. Report from City Manager. H:\Agendas\Council\2005\0118.doc Owasso City Council January 18, 2005 Page 6 16. Report from City Attorney. 17. RepOlt from City Councilors. 18. New Business (New Business is any item of business which could not have been foreseen at the time of posting of the agenda.) 19. Adjounilllent. H:\Agendas\Council\2005\0 118.doc CITYOFOWASSO,OKLAIIOMA WlfEREAS, Thc City of CAvasso is proud to recognizc thc achievcmcnts of those individuals y\'ho impart "visdom, maturity, and skill to area youth, validate the direction olthose they mentor, and provide a positive injluence by demonstrating and promoting positive character; and, WHEREAS, In 1973, Lany Turner was named with All State Honors and assisted the ()wasso Rams in theirfirst State Baseball Championship, the very high school baseball team in which he currently holds the position of Varsity Baseball Head Coach and provides classroom instruction at the Owasso Mid-Iligh in Dri1'er '.I' Education. Larry is married to Kim and is the proud father of Dadger, .lillian, Meagan, and Tiffany: and, WHEREAS, Under the coaching dircction af Larry Turner and assistants, the Owassa Rams have avemged 20+ wins per season, completing 656 wins with anly 184 lasses to date, captured State Baseball Championship titles during 1987,1998. 1999,2001, 200] ,and 2004, and praduced numerous All State Hanarees, same individuals continuing in La the Prafessianal S'porL afl3aseball; and, WHEREAS, Larry is a member (Ilthe Oklahoma Baseball Coaches Ilall of Fame and at the 2004 Natianal Baseball Coaches Association clinic and banquet he was named the 2004 Natianal Caach af the Year. NO 11/~ 1, Susan Kimball, by l'irtue tfthe authority vested ii/me as Mayor of the City afOwassa, do herebF proclaim Friday, January 21, 2005 as ill our cammunity, and da jZlrther encourage all ()lI'assa residents to express their congratulations and appreciation to Coach Larry TZI/71erjiJr his many achicvemellls. IN 111TNESS TllEl{EOr~ I have hereunto set lilY hand and caused thc seal of the Cit)' of Owassa to be affixed this 18/h day of.lanum}', 2005, Susall Kimball, Mayor MEMORANDUM TO: HONORABLE MAYOR AND CITY COUNCIL FROM: LONNY FISHER, FIRE CHIEF SUBJECT: THERMAL IMAGING CAMERA DATE: January 13, 2005 BACKGROUND: Three year ago, the Owasso Rotary Club began a fundraising effort in order to purchase a Thermal Imaging Camera to be utilized by the Owasso Fire Department. The Rotary Club held golf toumaments, fishing derbies and additional fundraisers each year to purchase the camera. THERMAL IMAGING CAMERAS: The Owasso Fire Department researched and demonstrated several cameras before selecting the Scott Eagle Imager 160. The Eagle Imager 160 Thermal Camera "sees" temperature differences (infrared radiation) rather than visible light. The display screen shows shades of gray from black to white. Warmer objects appear on the display screen as lighter gray to white images, while cooler objects appear darker gray to black. The Eagle Imager 160 operates in two temperature ranges, a Lower and an Upper range. When viewing hotter objects at temperatures above 200 degrees F / 93 degrees C, the EI icon will appear in the display indicating that the Upper range is in operation. Extremely hot objects or areas at temperatures exceeding approximately 1,000 degrees F / 540 degrees C will appear RED in the display screen. This feature may be used as an aid in helping firefighters direct their operations. Optional features include a thermometer style temperature indicator which gives the approximate temperature of the region at the center of the display. The camera may also be equipped with an optional wireless video transmitter that will transmit the images seen in the display screen to an optional remote video receiver. The video receiver can interface with a user supplied video monitor or video recorder. BENEFITS: The Thermal Imaging Camera has several uses for the fire service. The main use and reason to purchase one is the search and rescue of victims inside a burning building. Other uses include enabling firefighters to see hot spots inside walls, determining where the fire is in a home, checking electrical appliances and circuits for over heating and several other uses. A Thermal Imaging Camera is often praised for the life and property saved by the firefighters using the equipment. NOTE: Owasso Rotary Club President, Trish Hauser, and other Rotarians will be in attendance to present the camera to the City's Fire Department. RECOMMENDATION: The staff recommends Council acceptance of the donation of a Scott Eagle Imager 160 Thermal Imaging Camera, valued at $11,300 from the Owasso Rotary Club. OW ASSO CITY COUNCIL MINUTES OF REGULAR MEETING Tuesday, January 4,2005 The Owasso City Council met in regular session on Tuesday, January 4, 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 Thursday, December 30,2004. ITEM 1. CALL TO ORDER The meeting was called to order at 6:31 p.m. ITEM 2. INVOCATION The invocation was offered by Reverend Frank Adams from Believers Covenant Church. ITEM 3. FLAG SALUTE Councilor Cochran led the flag salute. ITEM 4. ROLL CALL PRESENT Susan Kimball, Mayor Craig Thoendel, Vice Mayor Steve Cataudella, Councilor Gary Cochran, Councilor Brent Colgan, Councilor ABSENT A quorum was declared present. STAFF Rodney J. Ray, City Manager Ronald Cates, City Attorney ITEM 5. PRESENTATION OF THE CHARACTER TRAIT OF ORDERLINESS, FOLLOWED BY A PUBLIC SERVICE ANNOUNCEMENT Michele Dempster, Director of Human Resources for the City of Owasso, presented to the Council 'Orderliness', the character trait of the month for January, 2005. Owasso City Council January 4, 2005 ITEM 6. PRESENT A TION OF THE EMPLOYEE OF THE MONTH Mr. Ray introduced Howard Burton, a Public Works employee, as the City's Employee of the Month for January, 2005. ITEM 7. CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST FOR COUNCIL APPROV AL OF THE CONSENT AGENDA A. Approval of Minutes of the December 21,2004 Regular Meeting. B. Approval of Claims C. Action relating to Ordinance No. 806, an ordinance approving rezoning request 02 04-14, a rezoning of 11.41 acres, more or less. The subject property is located on the north side of East 86th Street North and North Garnett Road, and repealing all ordinances in conflict herewith. The ordinance changes the zoning designation of the property from AG (Agricultural) to CG (Commercial General District). D. Action relating to Ordinance No. 807, an ordinance approving rezoning request 02 04-15, a rezoning of 1.353 acres, more or less. The subject property is located along the nOltherly edge of Smith Farms Marketplace, located southeast of the intersection of East 96th Street North and North Garnett Road. The ordinance changes the zoning designation of the propelty from AG (Agricultural) to CS (Commercial Shopping Center) Mr. Cochran moved, seconded by Mr. Cataudella, to approve the Consent Agenda with claims totaling $109,574.93, and self-insurance medical claims & fees totaling $53,245.45. YEA: Cataudella, Cochran, Colgan, Kimball, Thoendel NAY: None Motion carried 5-0. ITEM 8. CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST FOR COUNCIL APPROVAL OF AN AGREEMENT FOR GAS FACILITIES RELOCATION BETWEEN OKLAHOMA NATURAL GAS COMP ANY AND THE CITY OF OW ASSO Ms. Stagg presented the item. Mr. Cataudella moved, seconded by Mr. Colgan, for Council approval of authority for the Mayor to execute the Agreement for Gas Facilities Relocation between Oklahoma Natural Gas Company and the City of Owasso for NOlth Garnett Road Improvements at the estimated cost of$145,272.00. 2 Owasso City Council January 4, 2005 YEA: Cataudella, Cochran, Colgan, Kimball, Thoendel NAY: None Motion carried 5-0. ITEM 9. CONSIDERATION AND APPROPRIATE ACTION RELATING TO A REQUEST FOR COUNCIL APPROVAL FOR THE CITY MANAGER TO TERMINATE AN AGREEMENT FOR GAS FACILITIES RELOCATION BETWEEN OKLAHOMA NATURAL GAS COMPANY AND THE CITY OF OW ASSO Ms. Stagg presented the item. Mr. Cochran moved, seconded by Mr. Thoendel, for Council approval of authority for the City Manager to terminate the agreement (as allowed by paragraph 6 of the agreement) if revised estimates submitted by Oklahoma Natural Gas Company become more than $145,272.00 prior to commencement of construction and if it is determined by the City Manager that the revised estimate no longer fits within the City budget. YEA: Cataudella, Cochran, Colgan, Kimball, Thoendel NAY: None Motion cal1'ied 5-0. ITEM 10. REPORT FROM CITY MANAGER Mr. Ray brought to Council's attention a repOlt provided each of them refel1'ing to an update on the Silver Creek Drainage issue. Council will receive a more in-depth status report next week. Mr. Ray announced that final negotiations for Garnett Road right-of-ways are moving ahead. Most right-of-way items should be on the Janumy 18th City Council Agenda. Mr. Ray said he was pleased with the negotiation process and the cooperation shown by the landowners involved. ITEM 11. REPORT FROM CITY ATTORNEY None ITEM 12. REPORT FROM CITY COUNCILORS Mayor Kimball gave a personal greeting to Rogers County Commissioner Mike Helm, who was in the audience. 3 Owasso City Council ITEM 13. NEW BUSINESS None ITEM 14. ADJOURNMENT Mr. Thoendel moved, seconded by Mr. Cochran, to adjourn. YEA: Cataudella, Cochran, Colgan, Kimball, Thoendel NAY: None Motion cal1'ied 5-0 and the meeting was adjourned at 6:51 p.mo Janumy 4, 2005 Pat Fry, Minute Clerk 4 Susan Kimball, Mayor OW ASSO CITY COUNCIL MINUTES OF SPECIAL MEETING Tuesday, January II, 2005 The Owasso City Council met in a special meeting on Tuesday, January 11, 2005 in the Council Chambers at Old Central, 109 N. Birch Street, per the Notice of Public Meeting and Agenda posted on the City Hall bulletin board at 4:00 PM on Friday, January 7,2005. ITEM 1: CALL TO ORDER. Mayor Kimball called the meeting to order at 6:01 PM. PRESENT Susan Kimball, Mayor Craig Thoendel, Vice Mayor Brent Colgan, Councilor Gary Cochran, Councilor ABSENT Steve Cataudella, Councilor A quorum was declared present. ITEM 2: DISCUSSION RELATING TO COMMUNITY DEVELOPMENT DEPARTMENT ITEMS. A FINAL PLATS (2) Mr. Rooney reviewed the above items, explaining that both final plats would be forwarded to the City Council at their next regular meeting for approval. ITEM 3: DISCUSSION RELATING TO A SUPPLEMENTAL APPROPRIATION FOR THE POLICE SERVICES BUDGET. Mr. Rooney reviewed the details regarding the supplemental appropriation and the need for it because of the grant awarded to the Police Department. It was explained that this item would be placed on the January 18, 2005 regular agenda. ITEM 4: DISCUSSION RELATING TO SOCCER FIELD LIGHTING AT THE SPORTS PARK. Mr. Rooney reviewed the Sports Park soccer field lighting project. It was explained that bids were opened today, and that staff would place this item on the January 18, 2005 along with a recommendation for the purchase of soccer field lighting. Owasso City Council January 11, 2005 ITEM 5 PRESENTATION AND DISCUSSION RELATING TO A CODE RED DEMONSTRATION. Mr. Brian Davis of Code Red provided a demonstration to the staff and City Council regarding this program. ITEM 6 PRESENTATION AND DISCUSSION RELATING TO CONTRACTOR LICENSING IN THE CITY OF OW ASSO. A consortium of contractors made a presentation to the City Council and staff regarding contractor licensing in the City of Owasso. ITEM 7 DISCUSSION RELATING TO CITY MANAGER ITEMS A. APARTMENTPUD B. VANGUARD ITEMS C. FY 2005-06 BUDGET D. RIGHT OF WAY ISSUES The items were presented by Mr. Ray and discussion was conducted. No action was taken. ITEM 8: ADJOURNMENT Councilor Cochran moved, seconded by Councilor Colgan, to adjourn. The meeting was adjourned at 8:45 PM. Susan Kimball, Mayor 2 CITY OF OWASSO CLAIMS TO BE PAID 01118/05 VENDOR DESCRIPTION AMOUNT AEP/PSO STREET LIGHTS 7.84 REFUND TOTAL 7.84 INNOCORP VIDEO-EIP 154.95 MUNICIPAL COURT DEPT TOTAL 154.95 ROONEY, TIMOTHY D. TUITION REIMBURSEMENT 462.00 OFFICE DEPOT OFFICE SUPPLIES 13.16 STAPLES OFFICE SUPPLIES 28.79 CITY GARAGE CITY OF OWASSO VEHICLE MAINT 5.88 FUELMAN FUEL 121.4 7 SAV-ON PRINTING PRINTING 516.20 TREASURER PETTY CASH MILEAGE-BOUTWELL 38.88 BAILEY RANCH GOLF FOOD & BEVERAGE MEETING EXPENSE 299.00 TREASURER PETTY CASH STAFF TRAINING 44.08 TREASURER PETTY CASH MEETING EXPENSE 14.57 BAILEY RANCH GOLF FOOD & BEVERAGE EMPLOYEE RECOGNITION 362.00 REASORS EMPLOYEE RECOGNITION 86.73 CUSTOM CRAFT AWARDS EMPLOYEE RECOGNITION 485.00 TREASURER PETTY CASH EMP RECOGNITION 57.45 CARD CENTER SEMINAR-STAGG 147.50 MANAGERIAL DEPT TOTAL 2,682.71 OFFICE DEPOT OFFICE SUPPLIES 10.03 IOMA SUBSCRIPTION 248.95 NOWDOCS INTERNATIONAL YEAR END SYSTEM UPGRADE 545.50 APT US&C MEMBERSHIP DUES-BISHOP 155.00 FINANCE DEPT TOTAL 959.48 INTEGRITY FOCUS CONSULTING 750.00 MESO EMPLOYEE TRAINING 600.00 WORLD PUBLISHING COMPANY EMPLOYMENT ADS 139.12 WORLD PUBLISHING COMPANY EMPLOYMENT ADS. 142.75 URGENT CARE OF GREEN COUNTRY PRE-EMPLOYMENT TESTING 160.00 US IS COMMERCIAL SERVICES BACKGROUND CHECKS 105.80 HUMAN RESOURCES DEPT TOTAL 1,897.67 ADT SECURITY SERVICES SECURE ACCESS CARDS 262.00 EXECUTIVE COFFEE SERVICES SUPPLIES 144.16 CINTAS CORPORATION MAT SERVICES 29,90 OKLAHOMA NATURAL GAS 12/04 USAGE 3,319.72 01/0S-USAGE: -- AEP/PSO 2,292.01 AMERICAN WASTE CONTROL REFUSE SERVICE 114.00 NEIGHBOR NEWSPAPER LEGAL ADS 401.20 NEIGHBOR NEWSPAPER LEGAL NOTICES 103.40 RESERVE ACCOUNT POSTAGE 2,000.00 TREASURER PETTY CASH LICENSE TAGS 43.00 VENDOR DESCRIPTION AMOUNT TREASURER PETTY CASH NOTARY FEE 40.00 TULSA COUNTY CLERK FILING FEES 88.00 GENERAL GOVERNMENT DEPT TOTAL 8,837.39 MCCULLEY, CHIP RELOCATION ALLOWANCE 290.80 SAV-ON PRINTING PRINTING 32.00 OFFICE DEPOT OFFICE SUPPLIES 87.24 WAL-MART COMMUNITY BATTERY CHARGER 18.74 CITY GARAGE CITY OF OWASSO VEHICLE MAINT 455.07 FUELMAN FUEL 198.11 TULSA COUNTY CLERK FILING FEES-LIENS 26.00 BURR KANNADY MILEAGE-DEC 47.84 BURR KANNADY INSPECTION SERVICES-DEC 530.00 TULSA COUNTY MIS DIAL UP SERVICE 60.00 AT&T WIRELESS SERVICES PHONE USE-WILES 52.72 COMMUNITY DEVELOPMENT DEPT TOTAL 1,798.52 DEARING, DANIEL TUITION REIMB-DEARING 1,847.00 THE UPS STORE SHIPPING 28.14 OFFICE DEPOT OFFICE SUPPLIES 77.76 FUELMAN FUEL 115.96 URGENT CARE OF GREEN COUNTRY PRE-EMPLOYMENT TESTING 32.00 GALL'S STROBE LIGHTS 369.96 ENGINEERING DEPT TOTAL 2,470.82 CARD CENTER SOFTWARE 29.95 TREASURER PETTY CASH MI LEAGE-HOUGHTON 18.72 STRATEGIC CONSULTING INT'L GIS CONSULTING FEES 8,900.00 INFORMATION SYSTEMS DEPT TOTAL 8,948.67 OFFICE DEPOT OFFICE SUPPLIES 1.56 BAILEY EQUIPMENT REPAIR/MAINT SUPPLIES 7.25 SAMS CLUB MAl NT SUPPLIES 7.23 OKLAHOMA LIGHTING DISTRIBUTORS MAINT SUPPLIES 21.98 CHEROKEE BUILDING MATERIALS CEILING TILES 46.34 LOWES COMPANIES REPAIR SUPPLIES 666.26 CITY GARAGE CITY OF OWASSO VEHICLE MAINT 282.21 FUELMAN FUEL 198.66 FORREST SHOEMAKER BOILER REPAIR 651.00 REDLEE JANITORIAL SERVICES 1,162.80 COX COMMUNICATIONS HIGH SPEED INTERNET 69,95 FUELMAN FUEL 86.48 AT&T WIRELESS SERVICES PHONE USE 27.88 AT&T WIRELESS SERVICES PHONE USE 51,51 SUPPORT SERV iCES DEPT TOTAL AEP/PSO 01/05 USAGE 15.13 VERDIGRIS VALLEY ELECTRIC CEMETERY USAGE 15.93 - CEMETERY DEPT TOTAL 31.06 VENDOR DESCRIPTION AMOUNT OFFICE DEPOT OFFICE SUPPLIES 50.75 WAL-MART COMMUNITY REPAIRlMAINT SUPPLIES 24.88 PATROL TECHNOLOGY UNIFORM-WOODRUFF 216.00 CITY GARAGE CITY OF OWASSO VEHICLE MAINT 821.22 FUELMAN FUEL 3,190.35 STAMPER, HOWARD MONTHLY RETAINER 150.00 OWASSO FITNESS ZONE PHYSICAL FITNESS PROGRAM 90.00 CITY GARAGE CITY OF OWASSO VEHICLE MAINT 192.47 OKLAHOMA NATURAL GAS 12/04 USAGE 563.10 AEP/PSO 01/05 USAGE 1,427.46 YALE CLEANERS UNIFORM CLEANING 1,181.16 CINGULAR WIRELESS PHONE USE 252.03 AT&T WIRELESS SERVICES PHONE USE-CHIEF 41.36 DAYS INN LODGING-CHAMBLESS 55.00 MOTOROLA RADIO EQUIPMENT 3,772.78 POLICE DEPT TOTAL 12,028.56 COW GOVERNMENT SOFTWARE 127.39 EMBROIDERY BY US DISPATCH UNIFORMS 694.00 POLICE COMMUNICATIONS DEPT TOTAL 821.39 NORTH STAR PRESSURE WASHER NOZZLE 26.94 SAMS CLUB MAINT SUPPLIES 20.76 FUELMAN FUEL 66.73 AEP/PSO 01/05 USAGE 321.78 ANIMAL CONTROL DEPT TOTAL 436.21 OFFICE DEPOT OFFICE SUPPLIES 16,37 SAV-ON PRINTING NAME PLATES 45.00 OKLAHOMA POLICE SUPPL Y WORK BOOTS 261.80 FUELMAN FUEL 1,461.79 ENVIRONMENTAL HAZARD CONTROL LAB TILE TESTING 40.00 OKLAHOMA NATURAL GAS 12/04 USAGE 1,305,95 AEP/PSO 01/05 USAGE 596.51 BAILEY EQUIPMENT FUEL LINE REPLACEMENT-SAW 151.60 BMISYSTEMS COPIER RENTAUMAINT 202.33 AT&T WIRELESS SERVICES PHONE USE-CHIEFS 194.94 STUCKEY,MARK PER DIEM 28.00 HURST, DAVID PER DIEM 28.00 FISHER, LONNY PER DIEM 28.00 OWASSO FITNESS ZONE GYM/EQUIPMENT USE 45.00 FIRE DEPT TOTAL OFFICE DEPOT OFFICE SUPPLIES 4.92 AEP/PSO 01/05 USAGE 170.28 VERDIGRIS VALLEY ELECTRIC CIVIL DEFENSE USAGE 15.37 EMERGENCY PREPAREDNESS DEPT TOTAL 90.57 TWIN CITIES READY MIX CONCRETE-STREET REPAIRS 663.50 HOME DEPOT PAINT SUPPLIES 48.31 VENDOR DESCRIPTION AMOUNT MILL CREEK LUMBER & SUPPLY FORM BOARDS 24.28 WAL-MART COMMUNITY DE-ICER/SCRAPERS 7.23 A & A MATERIALS ASPHALT 57.81 WAL-MART COMMUNITY STOCKING CAPS 11.64 GEORGE & GEORGE SAFETY PROT CLOTHING/GLOVES 17.75 UNIFIRST CORPORATION UNIFORMS/PROT CLOTHING 107.49 MICHAEL TODD COMPANY SIGN REPLACEMENT 1,575.00 CITY GARAGE CITY OF OWASSO VEHICLE MAINT 380.98 FUELMAN FUEL 493.47 AEP/PSO 01/05 USAGE 985.23 AEP/PSO STREET LIGHTS 4,445.25 BEE LINE TRAFFIC CONTROL WIRING REPAIR 1,200.00 SIGNAL TEK MAINT SERVICE 501.90 US CELLULAR CELL PHONE USE 55.50 MAGNUM CONSTRUCTION STREET REPAIRS 10/19/04 73,329.00 TWIN CITIES READY MIX FAIRWAYS-SIDEWALK PROJECT 420.00 EQUIPMENT ONE SOD CUTTER RENTAL 63.73 STREETS DEPT TOTAL 84,388.07 TWIN CITIES READY MIX STORM PIPE REPAIRS 134.00 WW GRAINGER ENGRAVER/OIL SORBENT 51.15 ACCURATE FIRE EQUIPMENT INSPECTIONS 60.00 GEORGE & GEORGE SAFETY PROT CLOTHING/GLOVES 17.70 UNIFIRST CORPORATION UNIFORMS/PROT CLOTHING 33.14 CITY GARAGE CITY OF OWASSO VEHICLE MAINT 255.19 FUELMAN FUEL 244.48 URGENT CARE OF GREEN COUNTRY PRE-EMPLOYMENT TESTING 100.00 MESHEK & ASSOCIATES DRAINAGE IMPROVEMENTS 11,509.67 CHEROKEE BUILDERS DRAINAGE IMPROVEMENTS 20,780.10 STORMWATER MAINT DEPT TOTAL 33,185.43 ANCHOR STONE SCREENINGS LOWES COMPANIES MAINT SUPPLIES A TWOODS MAINT SUPPLIES ANCHOR STONE SCREENINGS LOWES COMPANIES PADLOCK UNIFIRST CORPORATION UNIFORM RENTAL/CLEANING FUELMAN FUEL OKLAHOMA NATURAL GAS 12/04 USAGE AEP/PSO 01/05 USAGE PARKS DEPT TOTAL OFFICE DEPOT OFFICE SUPPLIES 25.49 FUELMAN FUEL 100.19 MURPHY SUPPLY TOWEL DISPENSERS 396.70 MURRAY WOMBLE DOOR REPAIR 78.00 ACCURATE FIRE EQUIPMENT FIRE EXTINGUISHER INSPECTION 81.50 COW GOVERNMENT PROGRAMS 127.39 LOWES COMPANIES MAINT SUPPLIES 267.89 OKLAHOMA NATURAL GAS 12/04 USAGE 1,159.85 VENDOR DESCRIPTION AMOUNT AEP/PSO 01/05 USAGE 526.07 COMMUNITY CENTER DEPT TOTAL 2,763.08 OKLAHOMA NATURAL GAS 12/04 USAGE 360.19 AEP/PSO 01/05 USAGE 54.40 HISTORICAL MUSEUM DEPT TOTAL 414.59 FUELMAN FUEL 43.79 LONE STAR OVERNIGHT OVERNIGHT DELIVERY 8.63 ECONOMIC DEVELOPMENT DEPT TOTAL 52.42 GENERAL FUND TOTAL 170,993.77 WILLIAMS, ROB REFUND #5715 64.40 SECRIST, GERALD REFUND #4107 62.97 SECRIST, GERALD REFUND #4107 68.57 ENFIELD, JOHN REFUND #6054 556.00 MEDICAL COMPLIANCE SPECIALITY BIO-WASTE DISPOSAL 111.00 CITY GARAGE CITY OF OWASSO VEHICLE MAl NT 320.84 AT&T WIRELESS SERVICES PHONE USE-OTHERS 53.88 AMBULANCE SERVICE FUND TOTAL 1,237.66 TOTAL RADIO MAl NT CONTRACT 675.00 SOUTHWESTERN BELL E-911 1,977.04 MOTOROLA RADIO EQUIPMENT 16,114.22 E-911 FUND TOTAL 18,766.26 MESHEK & ASSOCIATES ENGINEERING SERVICES 11,885.52 STORMWATER MGMT FUND TOTAL 11,885.52 BARTON CONSTRUCTION FIRE STATION REMODEL 25,874.69 C2A ENGINEERING ENGINEERING SVS-86/96 ST N 5,071.00 GUARANTY ABSTRACT ABSTRACT 490.00 HOME DEPOT USA STREET IMPROVEMENTS 5,132.69 MESHEK & ASSOCIATES ENGINEERING SVS 4,243.40 CAPITAL IMPROVEMENTS FUND TOTAL 40,811.78 WAYEST SAFETY THERMAL IMAGER 619.00 WAYEST SAFETY THERMAL IMAGING CAMERA 2,489.00 CASCO INDUSTRIES EQUIP FOR ENGINE I 11 FIRE CAPITAL FUND TOTAL OFFICE DEPOT OFFICE SUPPLIES 25.49 HARBOR FREIGHT TOOLS CASTERS 31.96 WAL-MART COMMUNITY REPAIR/MAINT SUPPLIES 8.88 CITY GARAGE CITY OF OWASSO VEHICLE MAINT 15.81 FUELMAN FUEL 29.90 OKLAHOMA POLICE SUPPLY RELAY/POLICE VEHICLE 54.00 TULSA AUTO SPRING REPAIR PARTS 216.89 WELDON PARTS REPAIR PARTS 75.22 VENDOR T&W TIRE AFFORDABLE PRECISION GLASS EAST TULSA DODGE UNITED FORD OK TRUCK SUPPLY GENUINE PARTS COMPANY FRONTIER INTERNATIONAL TRUCKS B & M OIL COMPANY AMERICAN HOSE & SUPPLY O'REILLY AUTOMOTIVE OKLAHOMA NATURAL GAS AEPIPSO AT&T WIRELESS SERVICES B & M TIRE CENTER EASY LEASING OF OKLAHOMA CLASSIC ELECTRIC UNITED SAFETY & CLAIMS MCAFEE & TAFT MCAFEE & TAFT UNITED SAFETY & CLAIMS OK TAX COMMISSION SPECIAL TAX UNIT OK TAX COMMISSION SPECIAL TAX UNIT J YELVERTON, MD JANE PHILLIPS EPISCOPAL MEDICAP PHARMACIES HEAL THSOUTH HOLDINGS WORKING RX WORKING RX JAMPETRO, T CIO CRAIG ARMSTRONG, ATTY JAM PETRO, T CIO CRAIG ARMSTRONG, ATTY OK TAX COMMISSION SPECIAL TAX UNIT YORK, J CIO BRYCE A HILL, HIS ATTORNEY BARTHOLOMEW, WALT BARTHOLOMEW, WALT BARTHOLOMEW, WALT DESCRIPTION AMOUNT TIRES WINDSHIELD REPLACEMENT REPAIR PARTS REPAIR PARTS REPAIR PARTS REPAIR PARTS REPAIR PARTS OIULUBRICANTS REPAIR PARTS REPAIR PARTS 12/04 USAGE 01/05 USAGE PHONE USE TIRE REPAIR TRUCK TIRE CHANGER TIRE CHANGER WIRING CITY GARAGE FUND TOTAL 1,321.58 192.4 7 117.52 77.90 4.84 29.90 58.56 360.79 10.77 641.76 826.50 515.62 27.88 49.95 6,830.00 700.00 12,224.19 THIRD PARTY ADMIN FEES R10163 G02264 B04074 MTIF WORKERS COMP TAX MTIF WORKERS COMP TAX C080504 F09134 M09304 M09304 C08054 J06172 TTD PAYMENTS TTD PAYMENTS TAXES-W/C SETTLEMENT Y06133 SETTLEMENT SETTLEMENT SETTLEMENT WORKERS COMP FUND TOTAL 1,417.67 161.50 68.00 25.50 2,779.27 3,587.08 842.73 50.53 114.07 363.88 53.20 49.84 269.08 269.08 290.40 528.00 528.00 528.00 7,392.00 19,317.83 GRAND TOTAL CITY OF OWASSO GENERAL FUND PAYROLL PAYMENT REPORT PAY PERIOD ENDING DATE 12/25/2004 Department Overtime Expenses Total Expenses 0.00 13,394.64 Human Resourses 0.00 3,468.45 Engineering 0.00 9,088.03 0.00 5,390.39 Central Dispatch 131.52 6,353.13 Fire 49.60 51,726.19 Streets 134.39 7,294.25 Park Maintenance 0.00 5,424.01 Historical Museum 0.00 2,232.00 Garage Fund Ambulance Fund Worker's Comp Self-Insurance Fund CITY OF OWASSO GENERAL FUND PAYROLL PAYMENT REPORT PAY PERIOD ENDING DATE 1/8/2005 Department Overtime Expenses Total Expenses 0.00 15,064.30 Human Resourses 0.00 4,540.94 0.00 8,942.73 0.00 6,281.98 Central Dispatch 5.69 7,990.84 Fire 144.98 61,572.45 Streets 498.93 8,717.08 Park Maintenance 0.00 7,277.83 Historical Museum 0.00 2,442.32 Ambulance Fund Worker's Comp Self-Insurance Fund CITY OF OWASO HEAL THCARE SELF INSURANCE FUND CLAIMS PAID PER AUTHORIZATION OF ORDINANCE #789 VENDOR DESCRIPTION AMOUNT AETNA HEAL THCARE MEDICAL SERVICE 21,099.39 AETNA HEAL THCARE MEDICAL SERVICE 23,515.69 AETNA ADMIN FEES 12/04 11,621.62 AETNA STOP LOSS FEE 12/04 11,386.66 HEAL THCARE DEPT TOTAL 67,623.36 DELTA DENTAL DENTAL MEDICAL SERVICE 3,455.10 DENTAL DEPT TOTAL 3,455.10 VSP ADMIN FEES 805.43 VISION DEPT TOTAL 8'05.43 HEALTHCARE SELF INSURANCE FUND TOTAL 71,883.89 MEMORANDUM TO: THE HONORABLE MAYOR AND COUNCIL CITY OF OW ASSO FROM: DAVID WARREN PARKS DIRECTOR RE: SOCCER FIELD LIGHTING - FIELD "J" DATE: January 14, 2005 BACKGROUND: The FY 2004-05 Budget included funding for several Capital Improvement Projects throughout the Cityof Owasso. Included among those projects was funding to provide improvements to the soccer field "J" lights at the Sports Parle In December, the Parks Department started the process of advertising for bids in order to provide a six- pole lighting system for field "J" which is located on the west side of the entrance road. The bid packet was developed with a base bid that included a complete six pole lighting system, the conduit and wiring, switch panels for the system, as well as the final grading, excavation, and concrete encasement for the light poles. Two bids were received on January 11, 2005 at 2:00 PM. Shawnee Lighting Systems of Shawnee, Oklahoma submitted their bid of $132,998 and KC Electric of Enid, Oklahoma submitted their bid of $134,955. FUNDING: A total of $130,000 was budgeted for this improvement to the Sports Parle There are sufficient funds included within the Parks Department budget for the remaining balance of $2,998. COMIVCENTS: The Soccer Field "J" lighting project is scheduled to be completed within 60 days, weather penl1itting, of the contract award. Previous projects awarded to Shawnee Lighting Systems have been completed ahead of schedule. This lighting project is the sixth of eight projects that will complete Phase I of the Owasso Sports Parle The remaining projects include the construction of a third restroom, located between Field 11 and Field 12, anticipClted to be included in tne FY 05-06 budget, and the final grade work and asphalt for the large parking lot. Owasso Sports Park January 14, 2005 Page 2 of2 RECOMMENDATION: Staff will recommend Council award the construction of a six -pole lighting system for field "J" at the Owasso Sports Park to Shawnee Lighting System of Shawnee, Oklahoma in the amount of $132,998. ATTACHMENTS: 1. Map of Project Area 2. Bid Sheet Submitted from Shawnee Lighting Systems 3. Bid Sheet Submitted from KC Electric (c) BIDDER proposes to furnish all labor, materials, and documents within the time set forth herein and at the prices stated below. These prices are to cover all expenses incurred in the performance of all Work required under the specifications. Prices include delivery charges. This Bid is genuine and not made in the interest of or on behalf of nay undisclosed person, firm or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; BIDDER has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid; BIDDER has not solicited or induced any other person, firm or a corporation to refrain from bidding; and BIDDER has not sought by collusion to obtain for himself any advantage over any other Bidder or over OWNER. BID FORM OW ASSO SPORTS PARK LIGHTING (SOCCER FIELD J) . LUMP SUM BID PRICE0lHHa(JI9G09Il(l0ell&IHHHH'HH1"'HJj)tH'G0&GO(HHiI&e~l!Ie(l(lOIl'H'<)OCHID$,. 132 ~ 998" 00 4. BIDDER agrees that the Work will be completed and ready for fmal payment in accordance with the General Conditions on or before the dates or within the number of calendar days indicated below. BIDDER accepts the provisions of the Agreement as to liquidated damages of $500.00 for each consecutive calendar day in the even of failure to complete the project within sixty (60) calendar days. 5. The following documents are attached to and made a condition ofthis Bid: A Required Bid Security in the form of" 5% B. Statement of Bidder IS Qualifications, Section 00230; and All forms listed in Instructions to Bidders, alIdSection 00110. -' 6. The terms used this Bid which are defined in the General Conditions ofth~ Constmction Contract included as part of the Contract Documents have the meanings assigned to them in the General Conditions. :~?~~L- Billy Odell COMPANY: ,2005. Shawnee Lighting Systems, Inc, 00200 ~ Page 2 of 4- \ I l .} :t , '} ! 1 I 1 1 This Bid is genuine and not made in the interest of or on behalf of nay undisclosed person, firm or corporation and is not submitted in conformity with any agreement or rules of any group, association, organization or corporation; BIDDER has not directly or indirectly induced or solicited any other Bidder to submit a false or sham Bid; BIDDER has not solicited or induced any other person, firm or a corporation to refrain from bidding; and BIDDER has not sought by collusion to obtain for himself any advantage over any other Bidder or over OWNER. (c) BIDDER proposes to furnish all labor, materials, and documents within the time set forth herein and at the prices stated below. These prices are to cover all expenses incurred in the performance of all Work required under the specifications. Prices include delivery charges. BID FORM OWASSO SPORTS PARK LIGHTING (SOCCER FIELD J) ; 'JLJ ., --~OC\ Lt:MP SUM BID PRICE "'."'..",.......,.",.,,,"'...,."'.,,........,,.$ /.:5 I; q) (. ('. ~) N t H'{jAJ~JdL::iJt rH:t/<.1f fl9 v(f( tHO&5AlV!J /lfJ-:tCf fliJtJ#I2f:t} Fro~Fr F!FT1E-; 4, BIDDER agrees that the Work will be completed and ready for final payment in accordance with the General Conditions on or before the dates or within the number of calendar days indicated below. BIDDER accepts the provisions of the Agreement as to liquidated damages of $500.00 for each consecutive calendar day in the even of failure to complete the project within sixty (60) calendar days. 5. The following documents are attached to and made a condition of this Bid: A. Required Bid Security in the form of B. Statement of Bidder's Qualifications, Section 00230; and C. All forms listed in Instructions to Bidders, and Section 00110, 6, The terms used in this Bid which are defined in the General Conditions of the Construction Contract included as part of the Contract Documents have the meanings assigned to theIr in the General Conditions. 2005. BY: COMPANY: y~oo \\.(. e( Cc\-ri (. :s . l) df"\ /3u r (f\ Co, F/) i C\ ,OK , 73703 BID 00200 - Page 2 of' 1204 MEMORANDUM TO: THE HONORABLE MAYOR AND COUNCIL CITY OF OW ASSO FROM: ERIC WILES COMMUNITY DEVEWPMENT DIRECTOR SUBJECT: FINAL PLAT (Hi~Point) DATE: January 13, 2005 BACKGROUND: Hi-Point, LLC has submitted an application to the Planning Commission for approval of a final plat for Hi-Point, located 360' south of Highway 20 on the east side of the Owasso Expressway. The applicant wishes to create 5 lots on 3.38 acres for commercial use. A general area map is attached. PROPERTY CHARACTERISTICS: The property is approximately 3.38 acres in size and is zoned CS (Shopping Center Disttict). The subject property is undeveloped. The property to the north is zoned CS and is occupied by a QuikTrip. Property to the east and to the south is zoned CS and is undeveloped. The Owasso Expressway runs along the westem border of the property, and Garrett Creek Commercial Center is developing on the west side of the highway. DEVELOPMENT PROCESS: The four primary steps in the development of commercial property in Owasso include annexation, zoning, platting, and site planning. third step in the development of property is platting. A preliminary plat is required for any development that proposes to divide land into two or more lots. Preliminary plats illustrate the development concept for the property, and are often modified significantly after being reviewed by the Technical Advisory Committee (TAC), and the Owasso Planning Commission. Sometimes, difficult development issues such as existing utility lines, wens, or easements are brought to light at the preliminary plat stage and must be remedied prior to development. After the preliminary plat has been reviewed by the City and various utility companies, construction plans for the development's infrastructure are typically submitted. These plans include specifications and drawings for stOlTI1water drainage, streets and grading and erosion control, waterlines, stOlTI1water detention, and wastewater lines. Often, approval is required of other agencies, such as the Department of Environmental Quality for wastewater collection and the US Army Corps of Engineers for properties that may be development sensitive. Once the property development proposal shows a division of lots that is acceptable to both the developer and the City of Owasso, a final plat application is submitted. A final plat illustrates the layout and dimension of lots included on the final plat, right-of-way widths, easements, and other physical characteristics that must be provided for review by the City. After obtaining approval from the T AC and Planning Commission, the final plat is considered by the City Council. If approved, the final plat is filed with the office of the County Clerk and governs all future development on that property. ANALYSIS: The applicant is requesting this review in order to facilitate commercial development on the five lots. The subject property is zoned CS Commercial Shopping Center District. According to the City of Owasso Zoning Code, uses allowed in CS districts include offices, studios, restaurants, convenience stores, shopping centers, service stations, etc. The preliminary plat for the project was accepted in June, 2003. Regional stOlTI1water detention is required for each of the five lots within the subdivision, and this requirement must be met at the site planning stage of development. It is generally preferable to provide for a development's detention on a regional basis, rather than require that detention facilities be located upon each lot. However, the size and arrangement of the facilities that will locate in Hi-Point are not yet known. Therefore, as the lots develop, the uses that locate on the lots will be required to provide individual detention facilities during the site planning process. Bulk and area requirements have been met as have access requirements. Water will be provided by Washington County Rural Water District #3. The Technical. Advisory Committee reviewed the Final Plat at their December 29th regular meeting. At that meeting, utility providers and city staff are afforded the opportunity to comment on the application and request any changes or modificatiomt The Technical Advisory Committee recommended approval of the Hi-Point Final Plat with the following conditions: 1. Include in the deed of dedication that on-site detention will be required lot. 2. A turn-around will be required at the end of the service road. 3. The west perimeter easement must be 17.5'. 4. Include utilities language in the plat's covenants. 5. Note the actual book and page for each easement shown on the plat. PLANNING COMMISSION: The Owasso Planning Commission considered the request at a public hearing on January 10, 2005. At that meeting, the Planning Commission voted unanimously to approve the final plat for Hi-Point with the following conditions: 1. Include in the deed of dedication that on-site detention will be required of each lot. 2. A turn-around will be required at the end of the service road. 3. The west perimeter easement must be 17.5'. 4. Include utilities language in the plat's covenants. 5. Note the actual book and page for each easement shown on the plat. RECOMMENDATION: The staff recommends approval of the Hi-Point final plat subject to appropriate actions taken to satisfY the T AC concerns. ATTACHMENTS: 1. Case Map 2. Final Plat MEMORANDUM TO: THE HONORABLE MAYOR AND COUNCll. CITY OF OWASSO FROM: CHIP MCCULLEY CITY PLANNER SUBJECT: FINAL PLAT (Tyama Plaza) DATE: January 3, 2005 BACKGROUND: Tyann Plaza, LLC has submitted an application to the Planning Commission for approval of a final plat for Tyann Plaza, located south ofE. 96th St. N. on the east side of the Owasso Expressway. The applicant wishes to create one lot on 6.93 acres for commercial use. A general area map is attached. PROPERTY CHARACTERISTICS: The property is approximately 6.93 acres in size and is zoned CS (Shopping Center District). The subject property is undeveloped. The property to the north is zoned CS and is undeveloped. Property to the east and to the south is zoned OM (Medium Intensity Office) and is also undeveloped. The Owasso Expressway runs along the western border of the property. Waterford Plaza, Walgreen Drug Store, and Home Depot border the development to the Northeast. An off site stormwater detention center is adjacent to the southeast. DEVELOPMENrPROCES~ The four primary steps in the development of zoning, platting, and site planning. propelty Owasso include annexation, The third step in the development of propelty is platting. A preliminary plat is required for any development that proposes to divide land into two or more lots. Preliminary plats illustrate the development concept for the property, and are often modified significantly after being reviewed by the Technical Advisory Committee (T AC), and the Owasso Planning Commission. Sometimes, difficult development issues such as existing utility lines, wells, or easements are brought to light at the preliminary plat stage and must be remedied prior to development. After the preliminary plat has been reviewed by the City and various utility companies, construction plans for the development's infrastructure are typically submitted. These plans include specifications and drawings for stormwater drainage, streets and grading and erosion control, waterlines, stormwater detention, and wastewater lines. Often, approval is required of other agencies, such as the Department of Environmental Quality for wastewater collection and the US Army Corps of Engineers for properties that may be development sensitive. Once the property development proposal shows a division of lots that is acceptable to both the developer and the City of Owasso, a final plat application is submitted. A final plat illustrates the layout and dimension of lots included on the final plat, right-of-way widths, easements, and other physical characteristics that must be provided for review by the City. After obtaining approval from the T AC and Planning Commission, the final plat is considered by the City Council. If approved, the final plat is filed with the office of the County Clerk and governs all future development on that property. ANALYSIS: The applicant is requesting this review in order to facilitate commercial development on one 6.93 acre traCt. The subject property is zoned CS Commercial Shopping Center District. According to the City of Owasso Zoning Code, uses allowed in CS distdcts include offices, studios, restaurants, convenience stores, shopping centers, service stations, etc. Since this is a one lot development there is no preliminary plat required. Off site stormwater detention has been provided for this development to the southeast in the stormwater detention center behind Home Depot. Water will be provided by the city of Ow as so. The Technical Advisory Committee reviewed the Final Plat at their December 29111 regular meeting. At that meeting, utility providers and city staff are afforded the opportunity to comment on the application and request any changes or modifications. The Technical Advisory Committee recommended approval of the Tyann Plaza Final Plat with the following condition: )- All separate instruments shown on plat must be noted by book and page. P~G COMMISSION~ The Owasso Planning Commission considered the request at a public hearing on January 10, At that meeting, the Planning Corrunission unanimously voted to recommend approval of the Tyann Plaza Final Plat with the condition that all separate instruments referred to on the plat be noted by book and page for reference purposes. NOTE: Please note that the staff anticipates a future report relating to an infrastructure payback agreement for the construction and completion of a service road on the property between East 96th Street North and East 86th Street North. RECOMMENDATION: The staff recommends approval of the TyroID Plaza final plat subject to appropriate actions taken to satisfy the T AC concerns. ATTACHMENTS: 1. Case Map 2. Final Plat MEMORANDUM TO: THE HONORABLE MAYOR AND COUNCIL CITY OF OW ASSO FROM: SCOTT CHAMBLESS DEPUTY CHIEF OF POLICE RE: SUPPLEMENTAL APPROPRIATION POLICE DEPARTMENT DATE: January 14, 2005 BACKGROUND: On October 26, 2004 the Owasso Police Department applied for grant funding through the "2004 Local Law Enforcement Block Grant." This grant was made available by the Oklahoma District Attorneys Council Federal Programs Division and awarded through the Local Law Enforcement Advisory Board. The purpose of the grant was to allow for the purchase of basic safety equipment. The maximum allowable award for this application process was $10,000 with a 10% local match required by the receiving entity regardless of the award amount. The department submitted a request to fund equipment totaling $9,840, of which $8,856 would have been provided through grant funds and $984 would have been required through depattment funds. On December 10, 2004 the City of Owasso received notification that the Police Department was awarded $1,436 in federal funding as a result of the grant application, thus requiring a local match of $159. The award was for the purchase of four "less than lethal" shotguns, estimated to cost a total of $1,595. Full grant funding was not available due to reductions in federal funding for the Local Law Enforcement Block Grant. The shotguns purchased by this grant will be dedicated for use as less lethal launching platforms and will be available for use by first responding patrol officers in the field. These weapons will give officers the ability to apply impact munitions fi:om extended ranges which will greatly increase officer safety while also providing the ability to utilize cover. RE~UEST: In order for the City of Owasso to utilize funds from the 2004 Local Law Enforcement Block Grant, a budget amendment to the FY 2004-05 General Fund increasing revenues by $1,436 and supplemental appropriation to the Police Services Budget of the General Fund is needed. FUNDING: Funding for this request is derived from the 2004 Local Law Enforcement Block Grant in the amount of $1,436. The remaining $159 will be obtained through existing funding in the Police Services Budget. RECCOMENDATION: Staff recommends Council approval of an amendment to the FY 2004-2005 General Fund Budget wherein anticipated revenues are increased by $1436 and a supplemental appropriation to the General Fund's Police Services FY 2004-2005 in the amount of $1436. ATTACHMENT: 1. Notification from the District Attorney's Council. LOCAL LAW ENFORCEMENT BLOCK GRANT AWARD NOTICE District Attorneys Council 421 N.W. 13th, Suite 290 Oklahoma City OK 73103 (405) 264-5008 FAX (405) 264-5095 Grantee: Owasso, City of 111 N. Main St. Owasso SUB GRANT NO: LE04-090 OK 74055 Project Name: LLEBG START DATE: 1/1/2005 PHONE: FAX: (918) 376-1566 (918) 376-1589 END DATE: 5/31/2005 Federal ID Number: 736069613 DAC CONTACT: Tara Buxton CFDA: 16592 (405) 264-5008 Grant Amount: $1,436.00 Federal Match: $159.56 Program Director: Scott Chambless This grant is subject to the terms and conditions set forth in the proper program of the State of Oklahoma Grant Application which was submitted to the Department of Justice. The award is authorized by the District Attorneys Council (DAC) and DOJ. The subgrantee shall administer the project for which this subgrant is awarded in accordance with the applicable rules, regulations, and conditions as set forth in the Federal Guidelines, the Administrative Guide For Justice Grant Programs published by DAC, and the effective edition of the Department of Justice, Office ofJustice Programs, Financial and Adminislrative Guide for Grants. The Subgrantee shall also administer the project in accordance with the Certified Assurances as included in the Subgrantee's application and any special condition!s placed on the award. The subgrantee shall maintain separate accounts and accounting records for the subgrant funds, and shall maintain and furnish to DAC and DOJ upon request, detailed accollllting and supportive records both the federal and matching funds. The sub grantee shall tile such reports relating to the subgrant as are required by DAC and DOJ. Special Conditions: (See Attachment) Notary Chief Executive Oft1cer Expires _____. Date Commission Number DAC use only M. DeLynn Fudge Director of Federal Programs Date MEMORANDUM TO: THE HONORABLE MAYOR AND CITY COUNCIL CITY OF OW ASSO FROM: RODNEY J. RAY CITY MANAGER SUBJECT: RIGHT OF WAY AQUISTION FOR THE E. 96TH STREET NORTH AND N. GARNETT ROAD IMPROVEMENT PROJECT AND THE GARNETT ROAD WIDENING PROJECT. DATE: JANUARY 14, 2005 BACKGROUND: The city staff is currently involved in the acquisition of rights of way for the E. 96th Street North and N. Garnett Road Intersection Project and the N. Gamett Road Widening Project. As a part of those acquisitions, negotiations for the purchase of land from 96th and Garnett, L.L.c., 23,861.551 square feet, Legacy Sales and Leasing, L.L.C., 9,876.0 square feet, Ow as so 20 L.L.C., 19,793.862 square feet, Owasso 7 L.L.C., 38, 648.072 square feet, and "D.M. Sokolosky and Phyllis J. Sokolosky as Tmstees of the D. M. Sokolosky Living Tmst created by Declaration of Trust dated December 20, 1990" ("TRUST"), land exchange have been successfully completed. PURCHASE PRICE: 1. 96 the and Garnett, L.L.C.- $277,345.24; 2. Legacy Sales and Leasing, L.L.C.-$98, 760.00; 3. Owasso 20 L.L.C.-$197, 938.64 4. Owasso 7 L.L.C.-$484, 923.82; and 5. "D.M. Sokolosky and Phyllis J. Sokolosky as Trustees of the D. M. Sokolosky Living Trust created by Declaration of Trust dated December 20, 1990"-. Land Exchange REQUEST: This request is for City Council approval of the attached contracts for the sale of real propelty, authorization for the Mayor to execute the contract, and authorization for payment to be made. The proposed contracts are attached for your review. Right of Way Acquisition January 14, 2005 Page 2 of2 RECOMMENDATION: Staff will recommend City Council approval of the contracts for the purchase of the rights of way, City Council authorization for the Mayor to execute the Contracts, and authorization for payment of the purchases. ATTACHMENT: A. Contract-96th and Garnett, L.L.C.; B. Contract-Legacy Sales and Leasing, L.L.C; C. Contract - Owasso 20 L.L.c.; D. Contract - Owasso 7 L.L.C.; and E. Like Kind Exchange Agreement-"D.M. Sokolosky and Phyllis 1. Sokolosky as Trustees of the D. M. Sokolosky Living Trust created by Declaration of Trust dated December 20, 1990" CONTRACT THIS AGREEMENT, by and between 96th & Garnett L.L.C., an Oklahoma limited liability company, hereinafter referred to as Seller, and the City of Owasso, Oklahoma, a municipal corporation, hereinafter refelTed to as City. WITNESSTH That for and in consideration of the sum of Two Hundred Seventy Seven Thousand, Three Hundred FOlty-five and 24/1 00 Dollars ($277,345.24) to be paid by the City to the order of Seller, as hereinafter provided, the parties have agreed as follows: 1. SALE. Seller will sell, transfer and convey to the City by good and sufficient special warranty deed the following described real propelty in Owasso, Tulsa County, State of Oklahoma, to-wit: See Exhibit A attached hereto, together with all improvements thereon and hereditaments and appurtenances there unto belonging, free and clear of all liens, mortgages, easements, assessments and encumbrances of every kind and character whatsoever, and to warrant the title to same by through and under Seller. 2. CLOSING. At the time set for closing, Seller shall execute, acknowledge and deliver to City a good and sufficient warranty deed in statutory form, conveying to the City all of said property, free and clear of all taxes, liens and encumbrances. Concunently with the delivery of said deed, Seller shall deliver to City quiet and peaceable possession of all of said property. 3. SPECIAL CONDITIONS: Employees, agents or contractors representing the City of Owasso and lor the Owasso Public Works Authority shall be pern1itted the right to enter upon the above described property prior to the Closing of this transaction as above stated to construct a street project for 96th Street North. The City of Owasso and/or the Owasso Public Works Authority covenants and agrees to indemnify, defend and hold Seller harmless from and against all cost, loss, expenses and claims (actual or threatened) incurred by said Seller with respect to the work to be perfonned herein prior to the Closing. IN WITNESS WHEREOF, the parties have executed this Contract at Owasso, Oklahoma, this day of January, 2005. SELLER: 96 & Garnett L.L.C. Pete Komtis, Manager BUYER: City of Owasso, Oklahoma Attest: Susan Kimball, Mayor Sherry Bishop, City Clerk 2 Parcel 3.0 EXHIBIT nAil A part of the Northeast (NE/4) of Section 19, Township 21 NOlih, Range 14 East, Tulsa County, Oklahoma, more particularly described as follows: Beginning at the Northeast Corner of said Sectipn 19, Thence Southerly along the East line of the NE/4 a distance of 659.82 feet, Thence Westerly parallel to the North line a distance of 60.00 feet, Thence NOIiherly parallel to the East line a distance of331.20 feet, Thence N 45"00'00" W a distance of 40.02 feet, Thence Westerly parallel to the North line a distance of 489.03 feet, Thence Northerly along the West propeliy line a distance of 60.00 feet, Thence Easterly along the North line a distance of 576.73 feet to the Point of Beginning. Said tract contains 23,861.551 square feet or 0.54 acres more or less of new right-of-way. The remaining area included in the above description being right-of-way occupied by the present roadway. CONTRACT THIS AGREEMENT, by and between Legacy Sales and Leasing, L.L.C., an Oklahoma limited liability company, hereinafter referred to as Seller, and the City of Owasso, Oklahoma, a municipal corporation, hereinafter referred to as City. WITNESSTH That for and in consideration of the sum of Ninety Eight Thousand, Seven Hundred Sixty and 00/100 Dollars ($98,760.00) to be paid by the City to the order of Seller, as hereinafter provided, the parties have agreed as follows: 1. SALE. Seller will sell, transfer and convey to the City by good and sufficient special warranty deed the following described real property in Owasso, Tulsa County, State of Oklahoma, to-wit: See Exhibit A attached hereto, together with all improvements thereon and hereditaments and appurtenances there unto belonging, free and clear of all liens, mortgages, easements, assessments and encumbrances of every kind and character whatsoever, and to warrant the title to same by through and under Seller. 2. CLOSING. At the time set for closing, Seller shall execute, acknowledge and deliver to City a good and sufficient warranty deed in statutory form, conveying to the City all of said propelty, free and clear of all taxes, liens and encumbrances. Concunently with the delivery of said deed, Seller shall deliver to City quiet and peaceable possession of all of said property. 3. SPECIAL CONDITIONS: Employees, agents or contractors representing the City of Owasso and lor the Owasso Public Works Authority shall be permitted the right to enter upon the above described propelty prior to the Closing of this transaction as above stated to construct a street project for the Garnett Street Widening Project. The City of Owasso and/or the Owasso Public Works Authority covenants and agrees to indemnify, defend and hold Seller harmless from and against all cost, loss, expenses and claims (actual or threatened) incurred by said Seller with respect to the work to be perfonned herein prior to the Closing. IN WITNESS WHEREOF, the patties have executed this Contract at Owasso, Oklahoma, this day of January, 2005. SELLER: Legacy Sales and Leasing, L.L.c. Greg Simmons, Manager BUYER: City of Owasso~ Oklaboma Susan Kimball, Mayor Attest: Sherry Bishop, City Clerk 2 Parcel No.7 The east 20 feet of the west 50 feet of a parcel of land lying in the North Half (N/2) of the Northwest Quarter of the Northwest Quarter of the Southwest Quarter (NW/4, NW/4, SW/4) and the NOlth Half (N/2) of the South Half (S/2) of the Northwest Quarter of the Northwest Quarter of the Southwest Quarter (NW/4, NW/4, SW/4) of Section 20, Township 21 North, Range 14 East of the Indian Base and Meridian, Owasso, Tulsa County, Oklahoma, according to the U. S. Government Survey thereof, LESS AND EXCEPT the West 30 feet thereof for highway purposes, containing 9876.0 square feet or 0.23 Acres, more or less. Exhibit If AI! CONTRACT THIS AGREEMENT, by and between Owasso 20 L.L.c., an Oklahoma limited liability company, hereinafter referred to as Seller, and the City of Owasso, Oklahoma, a municipal corporation, hereinafter refened to as City. WITNESSTH That for and in consideration of the sum of One Hundred Ninety Seven Thousand, Nine Hundred Thirty-eight and 64/100 Dollars ($197,938.64) to be paid by the City to the order of Seller, as hereinafter provided, the parties have agreed as follows: 1. SALE. Seller will sell, transfer and convey to the City by good and sufficient special wal1'anty deed the following described real property in Owasso, Tulsa County, State of Oklahoma, to-wit: See Exhibit A attached hereto, together with all improvements thereon and hereditaments and appurtenances there unto belonging, free and clear of all liens, mortgages, easements, assessments and encumbrances of every kind and character whatsoever, and to warrant the title to same by through and under Seller. 2. CLOSING. At the time set for closing, Seller shall execute, acknowledge and deliver to City a good and sufficient warranty deed in statutory form, conveying to the City all of said property, free and clear of all taxes, liens and encumbrances. Concul1'ently with the delivery of said deed, Seller shall deliver to City quiet and peaceable possession of all of said property. 3. SPECIAL CONDITIONS: Employees, agents or contractors representing the City of Owasso and lor the Owasso Public Works Authority shall be permitted the right to enter upon the above described property prior to the Closing of this transaction as above stated to construct a street project for the Garnett Street Widening Project. The City of Owasso and/or the Owasso Public Works Authority covenants and agrees to indemnify, defend and hold Seller harmless from and against all cost, 10ss, expenses and claims (actual or threatened) incurred by said Seller with respect to the work to be performed herein prior to the Closing. IN WITNESS WHEREOF, the parties have executed this Contract at Owasso, Oklahoma, this day ofJanuary, 2005. SELLER: Owasso 20 L.L.c. John C. Bumgarner, Jr., Manager BUYER: City of Owasso, Oklahoma Attest: Susan Kimball, Mayor Sheny Bishop, City Clerk Parcel 10.0 A part of the South Half of the Northeast Quarter of the Northeast Quarter (S/2, NE/4, NE/4) of Section 19, Township 21 NOlih, Range 14 East, Tulsa County, Oklahoma, more particularly described as follows: The east 60.00 feet of the S/2 NE/4 NE/4 of said Section 19, Said parcel contains 19,793.862 square feet or 0.45 acres more or less of new right-of-way. EXHIBIT A CONTRACT THIS AGREEMENT, by and between Owasso 7 L.L.C., an Oklahoma limited liability company, hereinafter referred to as Seller, and the City of Owasso, Oklahoma, a municipal corporation, hereinafter referred to as City. WITNESSTH That for and in consideration of the sum of Four Hundred Eighty-four Thousand, Nine Hundred Twenty-three and 82/1 00 Dollars ($484,923.82) to be paid by the City to the order of Seller, as hereinafter provided, the parties have agreed as follows: 1. SALE. Seller will sell, transfer and convey to the City by good and sufficient special wananty deed the following described real property in Owasso, Tulsa County, State of Oklahoma, to-wit: See Exhibit A attached hereto, together with all improvements thereon and hereditaments and appUltenances There unto belonging, free and clear of all liens, mortgages, easements, assessments and encumbrances of every kind and character whatsoever, and to warrant the title to same by through and under Seller. 2. CLOSING. At the time set for closing, Seller shall execute, acknowledge and deliver to City a good and sufficient warranty deed in statutory form, conveying to the City all of said property, free and clear of all taxes, liens and encumbrances. ConcUlTently with the delivery of said deed, Seller shall deliver to City quiet and peaceable possession of all of said property. 3. SPECIAL CONDITIONS: Employees, agents or contractors representing the City of Owasso and lor the Owasso Public Works Authority shall be permitted the right to enter upon the above described property prior to the Closing ofthis transaction as above stated to construct a street project for the 96th and Gamett Street Intersection and Widening Projects. The City of Owasso andlor the Owasso Public Works Authority covenants and agrees to indemnify, defend and hold Seller harmless from and against all cost, loss, expenses and claims (actual or threatened) incurred by said Seller with respect to the work to be performed herein prior to the Closing. IN WITNESS WHEREOF, the parties have executed this Contract at Owasso, Oklahoma, this day of January, 2005. SELLER: Owasso 7 L.L.c, John C. Bumgarner, Jr., Manager BUYER: City of Owasso, Oklaboma Susan Kimball, Mayor Attest: Sherry Bishop, City Clerk f ~~ Parcel 4.0 A part of the Southwest (SW/4) of Section 17, Township 21 North, Range 14 East, Tulsa County, Oklahoma, particularly described as follows: Beginning at the Southwest Comer of said Section 17, Thence Northerly along the West line of the SW/4 a distance of 660.00 feet, Thence N 88045'23" E a distance of ~.Q.OO feet, Thence Southerly and parallel to the West line of said section 17 a distance of 571.68 feyj,'1}1C?nce S 46012'36" E a distance of 40.02 feet, Thence Easterly and parallel to the South line_ of .said section 17 a distance of 243.69 feet, Thence S 01010'34" E a distance of 60.00 feet, Thence Westerly'along the South line a distance of332.01 to the Point of Beginning. Said tract contains 38,648.072 square feet or 0.89 acres more or less of new right-of-way. The remaining area included in the above description being right-of-way occupied by the present highway. Exhibit I! AI! LIKE KIND EXCHANGE AGREEMENT ARTICLE 1 PARTIES AND PROPERTY 1.1 PARTIES: This Like Kind Exchange Agreement ("Agreement") is entered into by and between the City of Owasso, Oklahoma, an Oklahoma municipal corporation ("CITY"), and "D.M. Sokolosky and Phyllis J. Sokolosky as Trustees of the D. M. Sokolosky Living Trust created by Declaration of Trust dated December 20, 1990" ("TRUST"), covering certain tracts of land of equal value situated in Tulsa County, Oklahoma. CITY and TRUST are sometimes referred to herein as one of the "Parties" or as a "Party". 1.2 PROPERTY: Each Party acknowledges that their respective property to be exchanged (the "Exchange Property") is a part of a larger tract owned by such Party. Subject to the terms of this Agreement, each Party agrees to transfer to the other the following described Exchange Property: (a) CITY agrees to transfer to TRUST those certain unimproved tracts situated in Tulsa County, Oklahoma, more particularly illustrated and color coded in Blue on Exhibit A attached hereto and incorporated herein as well as legally described on Exhibit B attached hereto and incorporated herein together with all appurtenances, easements or rights-of-way relating thereto, and subject to access easements thereon and all other matters of record, excepting therefrom only existing utility easements. As relates to the tracts hereby conveyed, it is provided that, to-wit: (1) All existing utility easements as well as utilities on the above referred to tracts to be conveyed to the TRUST shall be removed and relocated to public utility easements or rights of way prior to the day of .' 2005, or such other time as the Parties may agree. It is further understood that all utilities, including but not limited to water and sanitary sewer, shall be available to the all of tracts to be conveyed; (2) The CITY shall cause the zoning classification of all tracts herein to be conveyed to Sokolosky as well as the Sokolosky tracts involved in this transaction (and/which are) contiguous to the tracts herein to be conveyed to Sokolosky by the City to be amended to provide for Commercial General (CG) zoning prior to the day of , 2005, or such other time as the Parties may agree. Furiher, the CITY shall provide the engineering, technical expertise, administrative processing, without cost to the TRUST, of a subdivision plat for all tracts herein to be conveyed to Sokolosky by the City as well as all Sokolosky tracts involved in this transaction which are contiguous to the tracts herein to be conveyed to Sokolosky by the City to be prepared and processed in accordance with the Subdivision Regulations of the City of Owasso, Oklahoma as well as waive any local platting fees and pay for plat recordation fees to Tulsa County, State of Oklahoma; (3) At least seven (7) access points shall be allowed on the tracts to be conveyed, three (3) on the East side and four (4) on the West side. One (1) of the seven (7) access points above provided for which affects the portion of the property lying east and south of the to be constructed new Garnett Road shall provide for direct access to 86th Street North. Additionally, the Trust shall have use and enjoyment of a mutual access easement between the tracts conveyed and the property to the immediate west presently occupied as "Larry's Chicken"; (4) No onsite detention requirements shall be imposed as a condition of development of any of the tracts herein to be conveyed to Sokolosky by the City as well as any of the Sokolosky tracts involved in this transaction which are contiguous to the tracts herein to be conveyed to Sokolosky by the City and the CITY shall provide for the re- routing of any storm water generated on tracts from the tracts so as not to create any drainage problems downstream; (5) The City shall cause a survey of the properties referenced in (a) above and (b) below to be performed and shall provide such legal descriptions as are reasonably necessary for the closing of the transaction herein contemplated. In relation hereto, the City, at its sole expense, shall be responsible for having an Abstract of Title for the tracts to be conveyed created by a duly licensed and bonded Abstract of Title company located within the County of Tulsa, State of Oklahoma; (6) The fill material to be excavated during the course of performance of the road improvements on the Garnett Road Widening Project shall be placed on the portions of the tracts to be conveyed which will ultimately constitute the lots on the east and south side of the subdivision hereby required to be platted; and, (7) The City, at its expense, shall process applications for and obtain the lawful provision of Board of Adjustment Variances allowing Public Right of Way Setbacks of Twenty-five (25) feet for the eastern side of the property referred to as the Sokolosky Property (Green) as well as the western side of the property referred to as City ROW to be conveyed to Sokolosky (Blue) all is more particularly described in the Application filed therefore, incorporation thereof being made herein by reference thereto. The pmvisions of subparagraph (a) (1) thmugh (a) (7) shall survive this transaction. (b) TRUST agrees to transfer to CITY those cetiain unimproved tracts situated in Tulsa County, Oklahoma, more particularly illustrated and color coded as Red on Exhibit A attached hereto and incorporated herein as well as legally described on Exhibit C attached hereto and incorporated herein together with all appurtenances, easements or rights-of..way relating thereto, and subject to access and utility easements thereon and all other matters of record. 2 ARTICLE .2 INSPECTIONS 2.1 INSPECTIONS IN GENERAL: Each Party shall have the right to enter upon the Exchange Property of the other, for a period of thirty (30) days commencing from the Effective Date of this Agreement (the Due Diligence Period), for the purpose of making such inspections as each Party may deem appropriate at each Party's sole risk, cost and expense. If any inspection ortest disturbs the other Party's Exchange Property, the testing Party will restore such Exchange Property to the same condition as existed prior to the inspection or test. 2.2 TERMINATION DURING DUE DILIGENCE PERIOD: In the event either Party determines before the expiration of the Due Diligence Period that the Exchange Property is unacceptable for such Party's purposes for any reason, the objecting Party shall have the right to terminate this Agreement by giving to the other Party notice of termination before the expiration of the Due Diligence Period. In the event of termination by either Party, neither Party thereafter shall have any further rights or liabilities hereunder. Failure to timely raise an objection by written notice to the other shall be deemed acceptance of the physical condition of the Property. ARTICLE 3 RISK OF LOSS 3.1 DAMAGE OR CONDEMNATION: Risk of loss resulting from any condemnation or eminent domain proceeding which is commenced or has been threatened prior to the Closing, and risk of loss to the Exchange Property due to fire, flood or any other cause prior to the Closing, shall remain with the transferring Party. ARTICLE 4 CLOSING 4.1 " The consummation of the transaction contemplated herein (Closing) shall occur at CITY Hall, 111 N. Main Street, Owasso, Oklahoma, or such other place as the Parties may agree at a date mutually convenient to both Parties, but not later than ten (10) days after the expiration of the Due Diligence Period. 3 4.2 CONDITIONS TO CLOSING: The obligation of each Party to consummate the transaction contemplated hereunder is contingent upon the following: a) Each Party's representations and warranties contained herein shall be true and correct in all material respects as of the date of this Agreement and the Closing Date; (b) Each Party shall have performed its obligations hereunder and all deliveries to be made at Closing or before have been made; (c) There shall exist no actions, suits, arbitrations, claims, attachments, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or threatened against a Party affecting the Property; (d) There shall exist no pending or threatened action, suit or proceeding with respect to a Party before or by any court or administrative agency which seeks to restrain or prohibit, or to obtain damages or a discovery order with respect to, this Agreement or the consummation of the transaction contemplated hereby; and (e) Each Party shall convey to the other Party the respective Exchange Property above described. 4.3 DELIVERIES IN ESCROW: Before the Closing Date, each Party shall deliver in escrow to the Escrow Agent the following: (a) Deed: A General Warranty Deed (the Deed) in the form satisfactory to each Party, executed and acknowledged by the transferring Party, conveying to the other Party fee simple title to the Exchange Property, subject only to the above exceptions. (b) Additional Documents: Any additional documents that the Parties may reasonably require for the proper consummation of the transaction contemplated by this Agreement. (c) Affidavits: Such lien and other affidavit as may be required by the Parties; and (d) Mortgage Release: A mortgage and other releases necessary to effectuate a release of any existing mortgage financing. The applicable mortgagor shall pay all prepayment penalties and other sums necessary to effectuate the delivery of such release(s). 4 4.4 CLOSE OF ESCROW: Upon satisfaction or completion of the foregoing conditions and deliveries, the parties shall direct the Escrow Agent to immediately record and deliver the Deeds described above. ARTICLE 5 COMMISSIONS 5.1 COMMISSIONS: Each Party represents and warrants each to the other that they have not dealt with any real estate broker, sales person or finder in connection with this transaction. In the event of any claim for broker's or finder's fees or commissions to parties in connection with the negotiation, execution or consummation of this Agreement of the transactions contemplated hereby. Each Party shall defend, indemnify and hold harmless the other Party from and against any such claim based upon any statement, representation or agreement of such Party. ARTICLE 6 MISCELLANEOUS 6.1 PARTIES BOUND: Neither Party may assign this Agreement without the prior written consent of the other, and any such prohibited assignment shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the respective legal representatives, successors, assigns, heirs, and devisees of the parties. 6.2 NOTICES: Any notice provided for herein shall be given in writing, sent by (a) personal delivery, (b) United States mail, postage prepaid, or (c) by FAX, to the Title Company, with copies to the other parties, addressed as follows: 6.3 EXECUTION IN COUNTERPARTS: On the respective dates set forth below, the parties have executed this Agreement in several counterparts all of which when taken together shall be one instrument. The use of counterpart signature pages shall not affect the validity or enforceability of this Agreement. SECTION 1031 EXCHANGE: This Agreement is to be a like""kind exchange pursuantto Section 1031 of the Internal Revenue of 1986, as amended. 5 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the_ day of January, 2005 (Effective Date). "TRUST" "D. M. Sokolosky and Phyllis J. Sokolosky as Trustees of the D. M. Sokolosky Living Trust created by Declaration of Trust dated December 20, 1990" By: D. M. SOkolosky, Trustee By: Phyllis J. SOkolosky, Trustee "CITY" CITY of Owasso, Oklahoma By: Susan Kimball, Mayor Attest: Bishop, City Clerk EXHIBIT B CITY CONVEYANCES TO TRUST The City shall convey to the Trust fee simple title in the following described tract, to-wit: Parcel No. 10 A parcel of land lying in the SE/4 of Section 19, Township 21 North, Range 14 East in Tulsa County, Oklahoma, Said parcel of land being described as follows: Beginning at a point 330 feet west of the SE corner of said SE/4 and N13*29'12"E a distance of 62.04 feet, the point of beginning, thence West along a line parallel and 60 feet north of the south line of said SE/4 a distance of 266.57 feet, thence N32 *34' 15"W a distance of 34.05 feet, thence a distance of 186.8 feet on a curve to the right whose radius is 349 feet with a beginning tangent ofNI5*18'13"E, thence N45*58'15"E a distance of 34.74 feet, thence N80*52'33"E a distance of 112.27 feet, thence N22*56'33"E a distance of 164.23 feet, thence N45*58'15"E a distance of 27.86 feet, thence a distance of 520.68 feet on a curve to the left whose radius is 1015 feet with a beginning tangent of N45*58'15"E, thence SI *12'9"E a distance of 72.53 feet, thence S26*10'53"W a distance of 397.57 feet, thence S23*16'31" a distance of 145.41 feet, thence S13*29'12"E a distance of 279.19 feet to the point of beginning; containing 2.08 acres, more or less. Said parcel of land will be restricted of any access to 86th Street North and the U.S. 169 Southbound off-ramp. The City shall reserve in such conveyance a Perpetual Drainage Easement for use by the City, its assigns or successors in interest, in, over and through the following described lands, to-wit: No. lOA A permanent drainage easement on a parcel of land lying in the SE/4 of Section 19, Township 21 North, Range 14 East in Tulsa County, Oklahoma, Said parcel of land being described as follows: Begilming at a point 330 feet west of the SE corner of said SE/4 and N13*29' 12"E a distance of 62.04 feet, the point of beginning, thence West along a line parallel and 60 feet north of the south line of said SE/4 a distance of266.57 feet, thence N32*34'15"W a distance of 34.05 feet, thence a distance of 110.96 feet on a curve to the right whose radius is 349 feet with a beginning tangent ofNI5*18'13"E, thence due South a distance of 88.69 feet, thence N88*44'33"E a distance of 248.87 feet, thence S13*29'12"E a distance of 41.36 feet to the point of beginning; containing 0.31 acres, more or less, and The City shall reserve in such conveyance a Temporary Construction Easement for use during construction of the Garnett Road Widening Project, such Temporary Construction Easement to terminate upon the City's acceptance of the Garnett Road Widening Project, over the following lands, to-wit: Parcel No. 10,1 A parcel of land lying in the SE/4 of Section 19, Township 21 North, Range 14 East in Tulsa County, Oklahoma, Said parcel ofland being described as follows: Beginning at a point 330 feet west of the SE corner of said SE/4 and N13*29'12"E a distance of 62.04 feet, the point of beginning, thence West along a line parallel and 60 feet north of the south line of said SE/4 a distance of266.57 feet, thence N32*34'15"W a distance of 34.05 feet, thence a distance of 186.8 feet on a curve to the right whose radius is 349 feet with a beginning tangent of NI5*18'13", thence N45*58'15" a distance of 34.74. feet, thence N80*52'33"E a distance of 112.27 feet, thence N22*56'33"E a distance of 164.23 feet, thence N45*58'15"E a distance of 27.86 feet, thence a distance of 520.68 feet on a curve to the left whose radius is 1015 feet with a beginning tangent of N45*58'15"E, thence SI *12'9"E a distance of 72.53 feet, thence S26*10'53"W a distance of 397.57 feet, thence S23*16'31" a distance of 145.41 feet, thence S13*29'12"E a distance of279.19 feet to the point of beginning; containing 2.08 acres, more or less. And The City shall convey to the Trust fee simple title in the following described tract, to-wit: Parcel No. 14 A parcel ofland lying in the SE/4 of Section 19, Township 21 North, Range 14 East in Tulsa County, Oklahoma, Said parcel of land being described as follows: Beginning at a point 905.7 feet west of the SE corner of said SE/4 and Nl *15'2T'W a distance of 50 feet and N88*42'33"E a distance of 70.95 feet, the point of beginning, thence East along a line parallel and 50 feet north of the south line of said SE/4 a distance of 88.95 feet, thence N47*55'0T'E a distance of 22.80 feet, thence a distance of 185.28 feet on a curve to the right whose radius is 469 feet with a beginning tangent of N8*13'5T'E, thence S41 *22'33"W a distance of 264.21 feet to the point of beginning; containing 0.19 acres, more or less; containing a 17.5 permanent easement on the south and east sides. The City shall reserve in such conveyance a Temporary Construction Easement for use during construction of the Garnett Road Widening Project, such Temporary Construction Easement to telminate upon the City's acceptance of the Garnett Road Widening Project, over the following lands, to-wit: Parcel No. 14.1 A parcel of land lying in the SE/4 of Section 19, Township 21 North, Range 14 East in Tulsa County, Oklahoma, Said parcel ofland being described as follows: Beginning at a point 905.7 feet west of the SE corner of said SE/4 and Nl *15'27"W a distance of 50 feet and N88*42'33"E a distance of 70.95 feet, the point of beginning, thence East along a line parallel and 50 feet north of the south line of said SE/4 a distance of 88.95 feet, thence N47*55'07"E a distance of 22.80 feet, thence a distance of 185.28 feet on a curve to the right whose radius is 469 feet with a beginning tangent of N8*13'57"E, thence S41*22'33"W a distance of 264.21 feet to the point of beginning; containing 0.19 acres, more or less. And The City shall convey to the Trust fee simple title in the following described tract, to-wit: Parcel No. 17 A parcel ofland lying in the SW/4 of the SW/4 of Section 20, Township 21 North, Range 14 East in Tulsa County, Oklahoma, Said parcel of land being described as follows: Beginning at the NW corner of said SW/4, SW/4, thence South along the West line of said SW/4, SW/4 a distance of 504.03 feet, the point of beginning, thence North along the west line of said SW/4, SW/4 a distance of 72.53 feet, thence a distance of 62.53 feet on a curve to the left whose radius is 1015 feet with a beginning tangent of NI6*34'43"E, thence N88*47'51"E a distance of31.8 feet, thence SI9*5'33"W a distance of 141.4 feet to the point of beginning; containing 0.062 acres, more or less. The City shall reserve in such conveyance a Temporary Construction Easement for use during construction of the Garnett Road Widening Project, such Temporary Construction Easement to telminate upon the City's acceptance of the Garnett Road Widening Project, over the following lands, to-wit: Parcel No. 17.1 A parcel ofland lying in the SW/4 of the SW/4 of Section 20, Township 21 North, Range 14 East in Tulsa County, Oklahoma, Said parcel ofland being described as follows: Beginning at the NW corner of said SW/4, SW/4, thence South along the West line of said SW/4, SW/4 a distance of 504.03 feet, the point of beginning, thence North along the west line of said SW/4, SW/4 a distance of72.53 feet, thence a distance of 62.53 feet on a curve to the left whose radius is 1015 feet with a beginning tangent of NI6*34'43"E, thence N88*47'51"E a distance of31.8 feet, thence S19*5'33"W a distance of 141.4 feet to the point of beginning; containing 0.062 acres, more or less. EXHIBIT C TRUST CONVEYANCES TO CITY The Trust shall convey to the City fee simple title in the following described tract, to-wit: Parcel No.3 A parcel ofland lying in Lot 2, Block 9, of Ator Heights Third Addition, A subdivision situated in a portion of the E/2 of the SE/4 of Section 19, Township 21 North, Range 14 East in the City of Owasso, Tulsa County, Oklahoma, Said parcel of land being described as follows: Beginning at the SW corner of said Lot 2, Block 9, Ator Heights Third Addition, thence Nl*18'27"W a distance of 21.25 feet, thence N45*58'15"E a distance of 406.27 feet, thence N38*49'5"E a distance of 222.88 feet, thence N24*13'29"E a distance of 231.8 feet, thence SI *12'9"E a distance of 81.58 feet, thence S22*56'33"W a distance of 444.85 feet, thence S45*58'15"W a distance of 243.21 feet, thence S80*52'33"W a distance of 182.43 feet to the point of beginning; containing 1.52 acres, more or less. The Trust shall convey to the City Perpetual Easements for public utility purposes in the following described tracts, to-wit: Parcel No. 15.1 The nOltheast comer of Lot Block 9, Ator Heights Third Additions to the City of Owasso, Tulsa County, State of Oklahoma, according to the recorded Plat thereof, containing 0.015 Acres, more or less; described as the following. Beginning in the northeast corner of said Lot, thence S88*44'33"W a distance of feet, thence a distance of 63.98 feet on a curve to the left whose radius is 486.5 feet with a beginning tangent of S30*19'4l"W, thence N41 *22'33"E a distance of 76.86 feet to the point of beginning, and Parcel No. 16.1 The southeast corner of a tract of land in the East Half of the Southeast Quarter (E/2 SE/4) of Section 19, Township 21 North, Range 14 East, Tulsa County, Oklahoma, more particularly described as follows, to-wit: Beginning at a point 380 feet East and 250 feet North of the Southwest corner of the E/2 SE/4, Section 19, Township 21 North, Range 14 East and N88*44'33"E a distance of 280 feet, the point of beginning, thence Nl*18'27"W a distance of 32.99 feet, thence a distance of 39.78 on a curve to the left whose radius is 486.5 feet with a beginning tangent of S35*0'45"W, thence N88*44'33"E a distance of 22.22 feet to the point of beginning, containing 0.009 acres, more or less. The Trust shall convey to the City a Temporary Construction Easement for use during construction of the Garnett Road Widening Project, such Temporary Construction Easement to terminate upon the City's acceptance of the Garnett Road Widening Project, over the following lands, to-wit: Parcel No, 3,1 The east 30 feet of the South 50 feet of the NOlth 206.7 feet of Lot 2, Block 9, Ator Heights Third Additions to the City of Owasso, Tulsa County, State of Oklahoma, according to the recorded Plat thereof, containing 0.03 Acres, more or less. breed' ,awf oDpd ens .' =—ma v - I— re — Ru,. N �9 ar c SURVEYOR: OWNER I DEVELOPER: D. GOSS 5 ASSOCUTES, LLC TYANN PLAZA, L.L.C. P.O. Tx 216 PO BOX 397 rR x N»o naa nATn AA Aremw TB >K cn. v wmm. wp mm-. r,prz v �,YOw ms .vm*m.. COLLINS VILLE, OK 74021 047ASS0, OK 74055 L —.I STREETS ANn UT-11 CAS(XNIS. (91B) 371 -7750 (918) 274 -0517 - - Certificate of Authorizatlon No. 3932 m" OC�nRmsneAAOu°n°".Arm"mr.°1s.,u ..'." Renewat Date- June 30, 2005 m_ ""-r CRrtoln Restrlctlons / 2. UNDEROaWD AHO LCCTRIC AND OMNIL4[CA�TI rSER11CF� ENGINEER , {� r * KELLOGG ENGINEERING, NC. I 6755 SOUTH 4060 ROAD S� TALALA, OKLAHOMA 74080 0918) u275 -4080 Certificate f A thorizntion No. 2786 Renewal Date, June 30, 2005 T. r r m m Tai v ax» r�arvs rvcra rs ¢amin,m /! ��1� o o. �9P•,� n. ACrs a x, w aom iR x awm j / � P� j tl� AaarAmc ma+m ®moot Ar rc.rm. a ram �,m na vAanm .R m,u.n Sy4�1. � � °i t w ssvns ua „¢ Oan rr [ACw ,ue Am¢s m x xwe we7r. �/ E 5 agss'zi' E � y as% ' BENCHMARK: ���a/ �oY'•'m� xmlu a atamR - nau itrx real tLCtl! PUW A'J2 F SR£ 6 W19K nF FFbA )W U f1IX.a PLUH 8 u1NUtlQ fFm1 Pbvll RIl 5910.'v^Ji9) Po 'X' U o. , WATER. I FRO. THE ORIUNAL CaYI0UR5 OR ANY CWSTRUCTIIN ACIIVIIY V.. fwI INTERFERE Vii. SA10 LAMLITICS. A TIE CITY OF OVASSa aR OTIER I—SER AT T. CAS£ HAY B£. SHALL BE B. —I)LE FOR CIIS MRY RpU?CNARCC OF ITS PUBLIC WATER LIME MINS, BUT THE OVNER EP EACH X FCR .E O! A �Nx SF SUCH FK➢. . Cx6t9 m K¢SSITATCB 91 ACTS OVIFR Ot NII —I . TIE CITY IF -.I . I— .AWE tK IS- OT —III WITH ITS ECUI➢eENT TO OM TK RAT FOR INSTALL— P.UMAL'UR4 RCMVIW CI REPLA AMY -I. OF ITSTOGCRCiaRO WATER L. (A[BJTIIS T E COVENANTS COC NING WATCR LINE FACILITIES SML BY T.EE CITY YOF OWASSO, .. THE OVNER OF EACH LOT AGREES TO SC iOUlm vERCBT.LL R WpTLR SIR VSCL POTABLE VpTER SHUT 1 PUR 111 FRM THE CITY C( OVASSa C SAMw. IISffi RIMS, sptrte4f 4HH S�vBE $w1$ t,mTxY3 F� Am Pervafl T M CRY 6 BuASID S. L..SSCAPE aN0 V]NG REPAIR. c / s araA`�' R / I5284 4B 47 // 1[w'Y�O!luYaA LLc mYII a / k� \/ o- � BLOCK 7 zaxae / -. ws^ =- -, or arm•, - � b OJT TL/ / / R 14 E E. 96Tn a \ T a 2 21 0 N E 96Tn ST N SECTION 20 TULSA COUNTY LOCATION MAP SCALE 1" =2000' CERTIFICATE OF OVNERSHIP � / / rar®scma®rm ra< .v ca / e' / sr.,c v ewLss Kassa .a.�.n,r / a / CERTIFICATE OF SURVEY wawz au w• Avwc � DaNIID. O.� aOSS a ]9 0 Y crmRa os. ,u rA > r a wuv ruz a,m ru ,Am man w and° > MAMB 1. CERTIFICATE OF FINAL PLAT APPROVAL cm n®t TYANR PLBZA WOVEKIER .Ea< 9$ST s oP I MEMORANDUM TO: THE HONORABLE MAYOR AND CITY COUNCIL CITY OF OWASSO FROM: RODNEY J RAY CITY MANAGER SUBJECT: REQUEST FOR THE TRANSFER OF FUNDS/V ANGUARD LOAN ISSUE DATE: January 17, 2005 BACKGROUND: During the January 18th City Council Meeting, you will find that Agenda Item #13 relates to a request for approval of a loan agreement between the City, OEDA and Vanguard Car Rental USA. The loan has certain conditions that must be met by both Vanguard and the City. Included, as one of those conditions, is a requirement that a "Letter of Credit" be obtained as insurance against the City's loss of funds, should the venture fail. The issuance of a two million dollar "Letter of Credit" has been offered by Arvest Bank (Tulsa) with the OEDA being named as the beneficiary of such. COST: The cost of a letter of credit is typically 1.5% to 3% of the amount insured and is assessed as payment for the cost the bank incurs for the risk of insuring the borrower. However, in this case Arvest Bank has agreed to a cost of ,75% of the annual renewed outstanding balance on the note. The total "life cycle cost" of this LOC is estimated to be approximately $45,000 and is to be borne by the OEDA. THE ISSUE: Trustees of the OEDA have determined that they cannot enter into a loan agreement with Vanguard Car Rental USA, INC. without being in a financial position to meet the obligations of such agreement. Since the OEDA does not have funds or reserves to meet the LOC cost or the interest cost ofthe RAN, neither agreement can, in the opinion of the OEDA Trustees, be finalized without some form of supplemental funding. Thus, the issue is that funding for that cost must be provided as a part ofthe overall loan process, FUNDING: Since the inception of the proposed "Letter of Credit" and the "Revenue Anticipation Note" it has been discussed and anticipated that the cost incurred would be borne by the City. The only method of funding this cost, estimated to be $71,250 over the life of the loan, is for the City to transfer funds to the OEDA that would then be used to pay those costs. The proposed funding for this project is from the reserves of the General Fund. Such funds can be transfened to the OEDA and disbursed as needed to pay both the cost of the Letter of Credit and interest cost. PROPOSAL: This request is for City Council approval of a transfer in the amount of $71,250 from the General Fund to the OED A Fund for the purpose of funding the cost of the Vanguard Car Rental, USA loan. RECOMMENDATION: The staff recommends City Council approval of a supplemental appropriation to the General Fund FY 2004-05 Budget wherein Transfers to the OEDA Fund are increased in the amount of $71 ,250, and that such approval constitute the authorization for payment of such transfer. MEMORANDUM TO: THE HONORABLE MAYOR AND COUNCIL CITY OF OW ASSO FROM: RODNEY JRAY CITY MANAGER SUBJECT: REQUEST FOR APPROVAL OF DOCUMENTS RELATING TO ECONOMIC DEVELOPMENT LOAN TO VANGUARD CAR RENTAL USA DATE: January 14, 2005 BACKGROUND: For the past several months City and OEDA officials have worked to develop a plan that would allow Owasso an opportunity to forge a mutually beneficial partnership with Vanguard Car Rental USA and its managing partner, Mr. Bill Lobedc The opportunity for such a partnership developed after an offer of relocation assistance to the company failed to be realized and after the company decided to select Tulsa as their relocation site. Fortunately, for the Tulsa area, the company decided to stay with the Tulsa decision and continue their move to the Cherokee Industrial Park where they will employ approximately 700 people. After Vanguard determined that the initial offer that had been made was not on the table a series of discussions were conducted between officials from Vanguard, the Tulsa Chamber and Owasso. The result of those discussions did not produce results, however additional discussions between Vanguard and Owasso did result in Owasso considering taking action to loan Vanguard a portion of the amount of the originally offered incentive. A joint meeting of the OEDA and Owasso City Council was conducted to discuss the issue, a joint committee was established and final recommendations were developed. After much discussion a consensus was reached that brings the issue to this point. That being the recommendation that the City of Owasso, for economic development purposes, provide relocation assistance to Vanguard Car Rental USA in the form of a no interest loan in the amount of $2,000,000. THE CONCEPT: The concept that was developed as the most efficient and less costly method of accomplishing this loan was for the City to invest reserve funds in a "Revenue Anticipation Note" (RAN) that would be issued by the Owasso Economic Development Authority. The OEDA would then utilize the proceeds from the RAN to make a loan to Vanguard. Based on a review of all of the funding options available this concept offers the most effective and lowest cost viable option. An action of this nature does not impact the City's other debt or create problems when the City begins funding capital programs by issuing future debt. THE PROCESS: Should the OEDA and the City Council desire to proceed with the proposed loan using the concept and parameters that have been developed by the staff and reviewed by the joint committee the process would be as follows: ~ OEDA consideration of a Resolution that authorizes a Revenue Anticipation Note to the City of Owasso. (The OEDA took action on January 13, 2005 to approve Resolution No. 2005-01) ~ OEDA consideration of a Resolution that authorizes the lending of the $2,000,000 to Vanguard. (The OEDA took action on January 13, 2005 to approve Resolution No. 2005-02) ~ City Council consideration of a Resolution authorizing the lending of the $2,000,000 to the OEDA and approving the Loan Agreement and Revenue Anticipation Note. @ Closing on the loans. THE DOCUMENTS: The documentation necessary for the transaction as described is as follows: @ City of Owasso Resolution No. 2005-01 (Authorizing Resolution regarding OEDA loan) @ Loan Agreement between the OEDA and the City of Owasso @ Revenue Anticipation Note between the OEDA and the City of Owasso ($2,000,000) ~ OEDA Resolution No. 2005-01 (Authorizing Resolution regarding the transaction with the City / Approved 1-13-2005) @ OEDA Resolution No. 2005-02 (Authorizing Resolution for the Vanguard loan / Approved 1-13-2005) ~ Loan Agreement between the OEDA and Vanguard (Approved 1-13-2005) ~ Promissory Note from Vanguard to the OEDA (Approved 1-13-2005) THE SAFEGUARDS: If approved, the Loan Agreement requires that Vanguard, in providing security for the loan, pledge and assign the right to receive proceeds of the State of Oklahoma Quality Jobs payments for repayment over a period not to exceed five (5) years. Additionally, the document commits Vanguard to an equal, quarterly reduction of the principal in an amount required to accomplish the "pay-off' of the loan in five (5) years. The Loan Agreement requires the company to maintain a level of employment that at a minimum will insure adequate funds for the reduction of the principal from the Oklahoma Quality Jobs Act payments. The Loan Agreement also requires the company to payoff the loan in the event the company should sell or the assets are sold and requires that should the company decide to relocate its corporate headquarters prior to the repayment of the loan; the note will become due immediately. Additionally, the entire process and approval of all documents is strictly dependant upon the issuance of an irrevocable Letter of Credit in the amount of $2,000,000.00 with the City of Owasso and the OEDA as Beneficiary of that Letter of Credit. THE METHOD OF REPAYMENT: The loan will be repaid by the payments made directly to the OEDA by the State of Oklahoma on behalf of the company under the Quality Jobs Act. To the extent such funds prove to be inadequate to repay the loan, the remainder will come from the corporate revenues of Vanguard. The OEDA loan from the City of Owasso (Revenue Anticipation Note) will then be paid by the OEDA to the City directly from these revenues. LETTER OF CREDIT: One of the foundational principals of the Vanguard Loan Concept is to insulate the City's funds from risk. The join City Council/OEDA committee and subsequently the City Council and OEDA themselves, required that such risk be eliminated or reduced by either credit insurance or the issuance of an irrevocable Letter of Credit. Arvest Bank has agreed to issue such an irrevocable Letter of Credit (LOC) in the amount of $2,000,000 naming both the OEDA and the City of Owasso as beneficiary. The cost of the Letter of Credit is set at .75% of the annually renewed Letter of Credit. Estimated total cost over the life of the Letter of Credit is $45,000. The proposed Letter of Credit is being reviewed by both internal legal counsel and an outside law firm with extensive banking law experience. NOTE: Please note agenda item #14, a request for the transfer of funds to fully fund the expenses of the Vanguard Loan to be incurred by the OEDA. The trustees were of the opinion that the OEDA could not commit to expenses, such as the Letter of Credit, without funds encumbered for such purposes, thus, a request for a transfer in order to accomplish that condition. The staff agrees with the OEDA and will recommend approval of the transfer of$71,250 as requested by the OEDA. RECOMMENDATION: Staff recommends the Council approve Resolution No. 2005-01 and authorize the Mayor to execute the necessary documents. ATTACHMENTS: 1. Resolution No. 2005-01 2. Loan Agreement between the OEDA and the City of Owasso 3. Revenue Anticipation Note between the OEDA and the City of Ow as so 4. OEDA Resolution No. 2005-01 5. OEDA Resolution No. 2005-02 6. Loan Agreement between the OEDA and Vanguard 7. Promissory Note Vanguard to OEDA CITY OF OW ASSO, OKLAHOMA RESOLUTION NUMBER 2005-01 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF OW ASSO, OKLAHOMA, AUTHORIZING THE CITY TREASURER OF THE CITY OF OW ASSO, OKLAHOMA, TO INVEST CERTAIN UNAPPROPRIATED AND UNENCUMBERED MONIES OF THE CITY OF OW ASSO, OKLAHOMA, SURPLUS TO THE PRESENT NEEDS OF SAID CITY, IN A REVENUE ANTICIPATION NOTE OF THE OW ASSO ECONOMIC DEVELOPMENT AUTHORITY, AN OKLHOMA PUBLIC TRUST, HAVING THE CITY OF OW ASSO, OKLAHOMA, AS ITS BENEFICIARY, IN AN AMOUNT NOT TO EXCEED TWO MILLION DOLLARS (2,000,000.00), APPROVING THE PROPOSED AGREEMENT AND REVENUE ANTICIPATION NOTE, AUTHORIZING THE MAYOR, OR VICE-MAYOR AS THE CASE MAY BE, CITY CLERK OR DEPUTY CITY CLERI(, AS THE CASE MAY BE AND THE CITY TREASURER OR DEPUTY CITY TREASURER, AS THE CASE MAY BE, TO EXECUTE, DELIVER AND RECEIVE ANY AND ALL DOCUMENTATION, OR AMENDMENTS THERETO, BEING LAWFULLY NECESSARY TO ACCOMPLISH THE INVESTMENT PURPOSES SET FORTH HEREINAFTER WHEREAS, the City Council of the City of Owasso, Oklahoma, finds that the City presently maintains funds that have reserves which have reached a level that would allow for investments of a significant nature and for long term investments that might produce a higher yield; WHEREAS, the City Council of the City of Owasso, Oklahoma, finds that investment oppOltunities are problematical due to legal restrictions placed upon the placement of public funds in the market; WHEREAS, the City Council of the City of Owasso, Oklahoma, has determined that the Owasso Economic Development AuthOlity, an Oklahoma Public Trust, having the City of Owasso, Oklahoma, as its beneficiary, has a present need to raise additional funds for the Vanguard Proj ect; WHEREAS, the City Council of the City of Owasso, Oklahoma, finds that a present need in the amount not to exceed Two Million Dollars ($2,000,000) exists on the part of the Owasso Economic Development Authotity, and that the Owasso Economic Development Authority, is desirous of obtaining such funding from the City of Owasso, Oklahoma; and, WHEREAS, under the public finance provisIOns of the statutes of the State of Oklahoma, relating to municipal investment of funds, 68 O.S. Section 348.1 / Authorized Investments/Disposition of Income, the City Treasurer of the City, when authorized by the City Council by written investment policy, ordinance or resolution, is authorized to invest monies in the custody of the City Treasurer in Revenue Anticipation Notes issued by a public trust for which such City is a beneficiary thereof; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OW ASSO, OKLAHOMA, THAT TO-WIT: SECTION ONE. The City Treasurer of the City of Owasso, Oklahoma, is hereby authorized to invest certain unappropriated and unencumbered monies of the City of Owasso, Oklahoma, surplus to the present needs of said City, in the custody of the City Treasurer of the City of Owasso, Oklahoma, in a Revenue Anticipation note to be issued by the Owasso Economic Development Authority, an Oklahoma Public Trust having the City of Owasso, Oklahoma as its beneficiary, in an amount not to exceed Two Million Dollars ($2,000,000.00). The City Council of the City of Owasso, Oklahoma, hereby approves the proposed Agreement and Revenue Anticipation Note to be issued by the Owasso Economic Development Authority, a copy thereof being attached hereto, made a part hereof and marked as Exhibit "A". SECTION TWO. The Mayor, or Vice-Mayor as the case may be, the City Clerk or the Deputy City Clerk as the case may be, and the City Treasurer or Deputy Treasurer as the case may be, of the City of Owasso, be and they hereby are, authorized and empowered for and on behalf of the City of Owasso, Oklahoma, to execute, deliver and receive the Agreement and Revenue Anticipation Note of the Owasso Economic Development Authority exhibited hereto and such further agreements and documents and to take such actions as such officer or officers may deem necessary or desirable in order to carry out and perform the investment and to effect the purposes thereof and to consummate the transaction contemplated thereby. SECTION THREE. That in accordance with public finance provisions of the Statutes ofthe State of Oklahoma relating to municipal investment of funds, 68 O.S. Section 348.1(5), the income received by the City of Owasso from the investment herein contemplated shall be placed, on a pro rata basis as hereinafter set fOlth, in the Contributing Funds within the City of Owasso, Oklahoma Consolidated Cash Account. Such pro rata distribution of income shall be made on the percentage basis that the Contributing Fund within the Consolidated Cash Anlount of the City of Owasso, Oklahoma, bears to the Contributing Funds within the Consolidated Cash Account of the City of Owasso, Oklahoma, on an average monthly basis, as determined semi~ annually, on July 1, and January 1, for distdbution of the income earned in the preceding six (6) month period. Any Conttibuting Fund within the Consolidated Cash Account of the City oj Owasso, Oklahoma, subsequently closed by the City Council of the City of Owasso, Oklahoma, shall receive no further pro rata disttibutions of income. PASSED AND APPROVED this _ day of January 2005. CITY OF OW ASSO, OKLAHOMA By: Susan Kimball, Mayor ATTEST: Sherry Bishop, City Clerk APPROVED AS TO FORM: Ronald D. Cates, City Attorney LOAN AGREEMENT THIS LOAN AGREEMENT (the "Agreement") made and entered into as of the _ day of January, 2005, is by and between the Owasso Economic Development Authority, an Oklahoma public trust, (the "Authority"), and the City of Owasso, Oklahoma, an Oklahoma Municipal Corporation (the "City"). WITNESSETH: WHEREAS, the City has detennined to make a loan to the Authority, aggregating $2,000,000.00 to be evidenced by the Authority's Revenue Anticipation Note payable to the order of the City in the original principal amount not to exceed $2,000,000.00, (the "Note") to enable the Authority, pursuant to certain of its approvals, to finance the costs of a Capital Venture/Economic Development Project consisting of provision of funds for the Authority's corporate relocation assistance lending to Vanguard Car Rental, USA (the "Project"). WHEREAS, pursuant to the terms and conditions hereinafter set forth, the City is willing to make such loan to be evidenced by the Note; and WHEREAS, the payment of the Note is to be made from the notes receivable from Vanguard Car Rental, USA, as well as any realized security therefor and the general revenues of the Authority, receipts and receivables, under the conditions as set forth hereinafter. NOW, THEREFORE, in consideration of the mutual agreements herein made and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE I THE AUTHORITY NOTES 1.1 The City's Commitment. The City agrees, subject to the terms and conditions of this Agreement, to make the loan to the Authority in the amount not to exceed $2,000,000.00. 1.2 Issuance ofthe AuthoJity Note. Subject to the terms and conditions hereof and in reliance on the representations and covenants made herein, the Authority agrees to issue the Note to the City. The loan shall be repaid with interest in accordance with the terms of the Note. The Note shall be delivered to the City at a closing (the "Closing") which will occur at such time and place as may be agreed on by the Authority and the City. Upon the issuance and delivery of the Note, and the satisfaction of all the conditions precedent of this Agreement, the City shall, upon receipt and approval of requisitions therefor, advance the proceeds of the loan to the Authority to pay the costs ofthe Project. 1.3 Loan Advances. Intentionally Blank. 1 1.4 Terms of the Note. The Note shall be in substantially the form set forth in Exhibit A attached hereto. Interest shall accrue, be payable and subject to adjustment, as provided for in the Note on the outstanding and unpaid principal balance thereon from the date of first advance thereon until payment in full thereof as set forth and provided therein. 1.5 Payments, etc. Payment of principal and interest on the Note and other charges under this Agreement to be made to the City shall be made in lawful money of the United States of America, and shall be made at City's principal office in Owasso, Oklahoma, not later than 11 :00 o'clock a.m. on the date due. If any such payment falls on a Saturday, Sunday or public holiday at the place of payment thereof, then such due date shall be extended on the next succeeding full business day at such place and interest shall be payable in respect of such extension. ARTICLE II CONDITIONS PRECEDENT 2.1 Conditions. The obligations of the City to make the loan pursuant to this Agreement are subject to there being no Event of Default hereunder or an event which with notice or lapse of time would become an Event of Default hereunder and the City having received in form and substance satisfactory to it: (a) A duly certified copy of the minutes of the Authority authorizing execution and delivery of this Agreement, and related instruments, and the issuance, execution and delivery of the Note; (b) Original duly executed counterparts of this Agreement, (c) Such certificates, documents and certificates respecting the Authority, as City counsel shall reasonably require; (d) Such opinions of counsel for the Authority, as City counsel shall reasonably require; and, (e) Such other and further materials and/or information as the City may reasonably request. 2 ARTICLE III SPECIAL OBLIGATION~ PLEDGE~ SATISFACTION 3.1 Special Obligation. The Note shall constitute a limited and special obligation of the Authority. The principal of and interest on the Note shall be payable by the Authority solely from, and shall be enforceable only out of the revenues of the Authority being hereby pledged by the Authority to such payment. The Note and all other obligations of the Authority hereunder shall not be construed or considered to be an indebtedness of the City of Owasso, Oklahoma, or any municipality, county or political subdivision of the State of Oklahoma within the meaning of any constitutional or statutory provision of the State of Oklahoma, under any circumstances. 3.2 Satisfaction of Debt. Notwithstanding anything to the contrary contained herein or in the Note, or in any instrument or document executed by or on behalf of the Authority in connection herewith, no stipulation, covenant, agreement or obligation contained herein or therein shall be deemed or construed to be a stipulation, covenant, agreement or obligation of any present or future member, trustee, officer, employee or agent or any successor to the Authority, in any such person's individual capacity, and no such person, in his individual capacity, shall be liable personally for any breach or non- observance of or for any failure to perfolm, fulfill or comply with any such stipulations, covenants, agreements, or interest on the Note or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against such person, in his individual capacity, either directly or through the Authority or any successor to the Authority, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such person, in his individual capacity is hereby expressly waived and released. The Authority and the City expressly recognize and agree that this Agreement, the Note and any documentation issued, executed and delivered therewith, are subordinate and junior to all Revenue Bond obligations or Promissory Notes of the Authority currently outstanding or to be issued in the future. ARTICLE IV COVENANTS OF THE AUTHORITY The Authority hereby agrees with the City that, so long as the Note remains outstanding: 4.1 Performance of Agreements. The Authority shall take all action and do all things which it is authorized by law to take and do in order to perform and observe all covenants and agreements on its part to be performed and observed under this Agreement and the Note and in order to provide for and to assure payment of the principal of the Note and interest thereon when due. Creation of Charges on Revenues. Left blank intentionally. 4.3 Amendment. The Authority shall not alter, amend or repeal the resolutions described in Section 2.1(a) hereof, or, without the prior written consent of the City, agree to any alteration or 3 amendment of any of the instruments described in Sections 2.1(b) and 2.1(c) hereof, or take any action impairing any authority, right or benefit given or conferred by such resolution or instruments. 4.4 Payment. The Authority shall payor cause to be paid the principal of and the interest on the Note as the same becomes due, whether by acceleration or otherwise, but solely from the sources referred to in Article III hereof. 4.5 Representations and Warranties of Authority. warrants to the City as follows: The Authority represents and (a) The AuthOlity is an Oklahoma public trust duly organized, validly existing and in good standing under the laws of the State of Oklahoma and all other states in which it is necessary that the Authority be qualified to do business. (b) The AuthOlity and the Owasso City Council have taken all necessary actions to authorize entering into this Agreement and to authorize the execution and delivery of the Note, and the other documents contemplated hereby. (c) The execution and delivery of this Agreement and, the Note, will not cause, constitute or result in a breach of any agreement, contract or other undertaking to which the Authority is a party. (d) The Authority shall deliver to the City copies, certified by the Authority's Secretary, of all resolutions and actions undeltaken by the Authority or the Owasso City Council to authorize this transaction. ( e) The Authority shall maintain its existence in Oklahoma. (f) The Authority shall deliver to the City, within one week after they are prepared, copies of the Authority's quarterly financial statements. ARTICLE V DEFAULT AND REMEDIES =""- ,- 5.1 Events of Default. Default" hereunder; Anyone or more of the following shall constitute and "Event of (a) Nonpayment when due of interest and principal in accordance with the terms of the Note; or (b) The attachment of any involuntary lien in the sum of $25,000 or more, of any kind or character, upon the Revenues, or any portion thereof, except for taxes due but not in default and liens being contested in such a manner as to prevent execution on the Propelty; or 4 (c) The entry against the Authority of any judgment in an amount of $25,000 or more on a claim not covered by insurance which is not discharged within thilty (30) days of such judgment becoming a final judgment; or (d) If the Authority shall apply for or consent to the appointment of a receiver, a trustee or liquidator of themselves or itself, or of all or a substantial part of its assets, or (ii) file a petition or answer seeking reorganization or admit (by answer, default or otherwise) the material allegations of a petition filed against them in any reorganization proceeding; or ( e) If the Authority shall (i) become insolvent, generally fail to pay, or admit in writing its inability to pay its respective debts as they fall due, (ii) make a general assignment for the benefit of its creditors, (iii) be adjudicated as bankrupt or insolvent, or (iv) file a voluntary petition in bankruptcy or file a petition or answer seeking an arrangement with creditors or to take advantage of any insolvency laws or admit (by answer, default or otherwise) the material allegations of a petition filed against it in any bankruptcy, arrangement or insolvency proceeding, or take or omit to take any action for the purpose or with the result of effecting any of the foregoing; or (f) If the petition in bankruptcy is filed against the Authority and is not dismissed within thilty (30) days, or if an order, judgment or decree by any court of competent jurisdiction shall be entered, adjudicating the Authority to be bankrupt or insolvent, without the application, approval or consent of the Authority or if the Authority shall seek or consent to or fail to timely contest of any order, judgment or decree appointing a custodian of all or a substantial part of its assets, or if the Authority shall seek or consent to, or fail to timely contest any order, judgment or decree approving a petition seeking reorganization or appointing a receiver, trustee or other custodian or liquidator of all or a substantial part of its assets; or (g) Left blank intentionally; or (h) The breach of, or default under, any covenant, agreement, term, condition, provision, representation or warranty contained in this Agreement, the Note, not specifically refened to in this Section, if such breach or default is not cured within thirty (30) days of the occurrence thereof; or (i) In any event of default shall occur and shall continue for more than the period of grace, if any, provided with respect thereto, under this Agreement. Remedies of Default. Whenever any Event of Default referred to in Section 5.1 hereof shall have OCCUlTed, the City may take anyone or more ofthe following remedial steps: (a) Declare all amounts payable hereunder and pursuant to the Note or any renewal thereof, to be immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind whatsoever, whereupon the same, together with the accrued interest thereon, shall become immediately due and payable; or 5 (b) Left blank intentionally; or (c) Take whatever action at law or in equity may appear necessary or desirable to collect the amount then due and thereafter to become due, or to enforce performance or observance of any obligations, agreements, covenants of the Authority under the Note, this Agreement, or othelwise. ARTICLE VI MISCELLANEOUS 6.1 Defeasance. If the Authority shall payor cause to be paid or otherwise provide for, or there shall otherwise be paid or provided for, the principal and the interest on the Note and all other amounts payable by the Authority at the times and in the manner stipulated in this Agreement or the Note, then all covenants, agreements and other obligations of the Authority hereunder shall thereupon terminate and be discharged and satisfied. 6.2 Waivers, etc. No failure on the part of the City to exercise and no delay in exercising, and no course of dealing with respect to, any right under this Agreement, or any other agreement or instrument referred to in this Agreement, shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein and therein provided are cumulative and not exclusive of any remedies provided by law. 6.3 Successors, etc. This Agreement shall be binding upon and inure to the benefit of the parties hereto and any subsequent holder of the Note and its successors and assigns. 6.4 Governing Law. This Agreement shall be construed in accordance with, and governed by the laws of the State of Oklahoma. 6.5 Amendments. This Agreement may not be amended, modified, or waived except with the written consent of the parties hereto. 6.6 .tiotices. All requests and notices under the Agreement shall be hand delivered or sent by United States Mail, postage prepaid, addressed as follows, except that either party may be written notice change of address, its counselor its counsel's address for subsequent notices to be given hereunder: Authority Owasso Economic Development Authority 111 N. Main Owasso, Oklahoma 74055 Attention: Scott Yandell, Chairnlan 6 With a copy to: Ronald D. Cates Authority Attorney 111 N. Main Owasso, Oklahoma 74055 City City of Owasso 111 N. Main Owasso, Oklahoma 74055 Attn: Susan Kimball, Mayor With a copy to: Ronald D. Cates City Attorney 111 N. Main Owasso, Oklahoma 74055 Notice given hereunder shall be deemed given upon receipt by the principal addressee. 6.8 Severability. If any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 6.9 Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. Owasso Economic Development Authority By: Scott Yandell, Chairman 7 ATTEST: By: Dominic Sokolosky, Secretary (SEAL) ATTEST: By: Sherry Bishop, City Clerk City of Owasso, Oklahoma By: Susan Kimball, Mayor 8 REVENUE ANTICIPATION NOTE OF THE OW ASSO ECONOMIC DEVELOPMENT AUTHORITY Dated as of the _ day of January, 2005 Owasso, Tulsa County, Oklahoma $2,000,000.00 FOR VALUE RECEIVED, the undersigned, Owasso Economic Development Authority, an Oklahoma Public Trust, having the City of Owasso, as its beneficiary, its successors and assigns (collectively, the "Borrower"), promises to pay to the order of the City of Owasso, Oklahoma, an Oklahoma Municipal Corporation, its successors and assigns (collectively, the "City") at its principal office at 111 N. Main, Owasso, Tulsa County, Oklahoma 74055, or at such other place as may be designated in writing by the City, the principal sum of TWO MILLION AND NOll 00 DOLLARS ($2,000,000.00). The Borrower shall repay this Note in quarterly installments of One Hundred Thousand and NollOO Dollars ($100,000.00). The initial quarterly installment shall be due on or before the _ day of 2005 with succeeding quarterly installments in an identical amount due on the _ day of ,2005, the day of , 2005 and the _ day of , 2005. Identical quarterly installments shall be due on the above-designated dates of each succeeding year during the term hereof or until paid in full whichever the sooner. Interest on the unpaid portion of the principal balance computed from the date of each advance, until principal is paid in full, at the rate of one-half of one percent (0.50%) per annum thereupon shall be due and payable on the _ day of , 2005 and on the _ day of ,2005. All remaining principal and accrued interest shall be paid on or before the __ day of 2010. The Borrower may prepay this Note, in whole or in part, at any time prior to the due date hereof, without penalty. If any payment shall be due on a Saturday or Sunday or upon any banking holiday of the holder hereof, such payment shall be due and payable on the next succeeding banking day and interest shall accrue to such day. This Revenue Anticipation Note is the Revenue Anticipation Note referred to in that celiain Loan dated as of the _ day of ,2005, by and between the BOlTower and the City (the "City") given and entered into to secure this note, the proceeds of which the City is loaning to the BOlTower to provide financing of a Capital Venture/Economic Development Project in close proximity to the City of Owasso, Tulsa County, Oklahoma, consisting of lending for corporate headquarter relocation assistance to Vanguard Car Rental, USA. Except as may be herein otherwise specifically provided, the rights and obligations of the Borrower and the City arising by virtue ofthis Revenue Anticipation Note as well as the Agreement above referred to, shall be governed by the Agreement as if same were specifically incorporated herein, such Agreement surviving the issuance, execution and delivery ofthis Revenue Anticipation Note. The City may, at any time prior to the due date of payment of this Revenue Anticipation Note call for an early pre-payment in whole, or in part, if it is determined by the City, in its sole discretion, that the funds heretofore advanced pursuant to this Revenue Anticipation Note are 1 needed by the City for its operations, governmental or proprietary, and the Borrower is afforded a reasonable opportunity to obtain reasonably satisfactory refinancing hereof. All parties (makers, sureties, guarantors and all others now or hereafter liable for payment of all or any portion of the indebtedness evidenced by this Revenue Anticipation Note) severally waive demand, presentment, notice of dishonor, protest, notice of protest, and diligence in collecting this Revenue Anticipation Note and diligence in bringing and prosecuting suit against any party bound hereby, and agree that no extension, renewal or partial payment, or release or substitution of collateral before or after maturity, with or without notice, shall release or discharge the obligation of any palty. Upon the failure to pay when due the principal and or interest, the holder hereof shall be entitled, at its option, to extend the term or declare the unpaid principal balance of this Revenue Anticipation Note to be immediately due and payable. A failure by such holder to exercise such option will not constitute a waiver of the right to exercise the same in the event of any subsequent default. After maturity (whether by extension, acceleration or otherwise), interest shall accrue hereon at a rate of interest of ten percent (10%) per allimm. If this Revenue Anticipation Note is placed with an attorney for collection upon any default, or to defend or enforce any rights of the holder(s) hereunder or any instrument securing payment of this Revenue Anticipation Note, or if this Revenue Anticipation Note is collected through bankruptcy or other judicial proceeding, the BOlTower agrees to pay the reasonable attorney fees of the holder(s) of this Revenue Anticipation Note and all reasonable costs and expenses inculTed in cOllilection therewith. OW ASSO ECONOMIC DEVELOPMENT AUTHORITY, an Oklahoma Public Trust By: Scott Yandell Chairman ATTEST: Dominic Sokolosky, Secretary 2 Delivery receipted this day of ,2005. CITY OF OW ASSO, OKLAHOMA By: Susan Kimball, Mayor ATTEST: Sheny Bishop, City Clerk 3 OW ASSO ECONOMIC DEVELOMENT AUTHORITY RESOLUTION NUMBER 2005-01 A RESOLUTION OF THE OW ASSO ECONOMIC DEVELOPMENT AUTHORITY AUTHORIZING THE ISSUANCE, EXECUTION AND DELIVERY OF THE OW ASSO ECONOMIC DEVELOPMENT AUTHORITY REVENUE ANTICIPATION NOTE IN AN AMOUNT NOT TO EXCEED TWO MILLION AND NO/IOO DOLLARS ($2,000,000.00), TO THE CITY OF OW ASSO, OKLAHOMA, APPROVING THE LOAN AGREEMENT, FORM REVENUE ANTICIPATION NOTE AND OTHER DOCUMENTS AND AGREEMENTS AS MAY BE NECESSARY OR REQUIRED; AND CONTAINING OTHER PROVISIONS RELATING THERETO WHEREAS, the Owasso Economic Development Authority was created by a Declaration of Trust, dated as of October 26, 1987, (collectively the "Trust Indenture") for the use and benefit of the City of Owasso, Oklahoma (the "City") under authority of and pursuant to the provisions of Title 60 O.S. 1981, Section 176 to 180.3 inclusive as amended and supplemented and other applicable statutes of the State of Oklahoma; and, WHEREAS, the Authority has determined that it would be most advantageous at this time for the Authority to provide funds for assistance in the relocation of Vanguard Car Rental U.S.A. to areas in proximity to the City; and WHEREAS, there has been presented to this meeting a form of Loan Agreement and Revenue Anticipation Note by and between the Authority and the City of Owasso, Oklahoma (the "Note"). NOW~ THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE OWASSO ECONOMIC DEVELOPMENT AUTHORITY THAT, TO-WIT: SECTION ONE. The Loan Agreement and fOlm of the Note presented to this meeting be, and hereby is, approved, and the Chailman or Vice-Chairman of the Trustees and the Secretary or any Assistant Secretary of Trustees of the Authority be, and hereby are, authorized, directed, and empowered to execute and deliver in the name of the Authority, the Agreement and the Note in said fOlm and containing the terms and provisions contained in said Note, the execution thereof by such officers being conclusive evidence of such approval, and to execute and deliver in the name of and on behalf of the Authority all documents, closing papers, certificates and such other documents as are necessary to accomplish the issuance of the Revenue Anticipation Note. SECTION TWO. The signatures of the officers of the Authority appearing on the Loan Agreement and the Note and other documents and agreements, closing papers and certificates executed and delivered pursuant to this resolution shall be conclusive evidence of their approval thereof and of their authority to execute and deliver such agreements and documents on behalf of the Authority. SECTION THREE. The Chairman or Vice-Chairman of the Trustees and the Secretary or any Assistant Secretary of the Trustees of the Authority be, and they hereby are, authorized and empowered for and on behalf of the Authority to execute and deliver such further agreements and documents and to take such action as such officer or officers may deem necessary or desirable in order to carry out and perfOl1TI the Note and any contracts, documents, or instruments executed and delivered in connection with the issuance of the Note, and to effect the purposes thereof and to consummate the transactions contemplated thereby. PASSED AND APPROVED this_day of January 2005. OW ASSO ECONOMIC DEVELOPMENT AUTHORITY By: Scott Yandell, Chairnlan ATTEST: Dominic Sokolosky, Secretary APPROVED AS TO FORM: Ronald D. Cates, Authority Attorney 2 OW ASSO ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NUMBER 2005-02 A RESOLUTION OF THE OW ASSO ECONOMIC DEVELOPMENT AUTHORITY AUTHORIZING THE LOAN OF AN AMOUNT NOT TO EXCEED TWO MILLION AND N0l100 DOLLARS TO VANGUARD CAR RENTAL U.S.A., AUTHORIZING EXECUTION AND DELIVERY OF THE OW ASSO ECONOMIC DEVELOPMENT AUTHORITY LOAN AGREEMENT, AND OTHER DOCUMENTS AND AGREEMENTS AS MAY BE NECESSARY OR REQUIRED; AND CONTAINING OTHER PROVISIONS RELATING THERETO WHEREAS, the Owasso Economic Development Authority was created by a Declaration of Trust, dated as of October 26, 1987, (collectively the "Trust Indenture") for the use and benefit of the City of Owasso, Oklahoma (the "City") under authority of and pursuant to the provisions of Title 60 O.S. 1981, Section 176 to 180.3 inclusive as amended and supplemented and other applicable statutes of the State of Oklahoma; and, WHEREAS, the Authority has determined that it would be most advantageous at this time for the Authority to provide funds for assistance in the relocation of Vanguard Car Rental U.S.A to areas in proximity to the City; and WHEREAS, there has been presented to this meeting a fonn of Loan Agreement between the Authority and Vanguard Car Rental U.S.A NOW, THEREFORE, BE IT RESOL VED BY THE TRUSTEES OF THE OW ASSO ECONOMIC DEVELOPMENT AUTHORITY THAT, TO-WIT: SECTION ONE. The Loan Agreement presented to this meeting be, and hereby is, approved, and the Chailman or Vice-Chairman of the Trustees and the Secretary or any Assistant Secretary of Trustees of the Authority be, and hereby are, authorized, directed, and empowered to execute and deliver in the name of the Authority the Loan Agreement in said form and containing the tmms and provisions, the execution thereof by such officers being conclusive evidence of such approval, and to execute and deliver in the name of and on behalf of the Authority all documents, closing papers, celtificates and such other documents as are necessary to accomplish the loan of Authority funds to Vanguard Car Rental U.S.A.. SECTION TWO. The signatures of the officers ofthe Authority appearing on the Loan Agreement and other documents and agreements, closing papers and certificates executed and delivered pursuant to this resolution shall be conclusive evidence of their approval thereof and of their authority to execute and deliver such agreements and documents on behalf of the Authority. SECTION THREE. The Chailman or Vice-Chairnlan of the Trustees and the Secretary or any Assistant Secretary of the Trustees of the Authority be, and they hereby are, authorized and empowered for and on behalf of the Authority to execute and deliver such further agreements and documents and to take such action as such officer or officers may deem necessary or desirable in order to carry out the loan transaction with Vanguard Car Rental U.S.A. and to effect the purposes thereof as well as to consummate the transactions contemplated thereby. PASSED AND APPROVED this_day of January 2005. OW ASSO ECONOMIC DEVELOPMENT AUTHORITY By: Scott Yandell, Chairman ATTEST: Dominic Sokolosky, Secretary APPROVED AS TO FORM: Ronald D. Cates, Authority Attorney 2 LOAN AGREEMENT THIS LOAN AGREEMENT is made and entered into as of the _ day of 2005 , by and between VANGUARD CAR RENTAL U.S.A., INC. a corporation ("Borrower"), and the OW ASSO ECONOMIC DEVELOPMENT AUTHORITY, an Oklahoma Public Trust having the City of Owasso, Oklahoma as its beneficiary ("OEDA"). 1. THE LOAN. 1.1 Limits on Loan. Subject to the terms and conditions of this Agreement, OEDA agrees to loan Borrower Two Million and Noll 00 Dollars ($2,000,000.00) ("Loan"). 1.2 Note. Borrower shall execute and deliver to OEDA its promissory note evidencing the Loan and payable to the order of OEDA in the principal amount of Two Million and NollOO Dollars ($2,000,000.00) in substantially the form of Schedule "1.2" hereto (the "Note"). 1.3 Almlication of Proceeds. Borrower shall apply the funds received from OEDA under the Loan for the purpose of, among other OEDA approved uses, financing relocation of its corporate offices from Ft. Lauderdale, Florida to the Cherokee Industrial Park an industrial park located in near proximity to the City of Owasso, Oklahoma in Tulsa County, State of Oklahoma. 2. SECURITY. As security for any indebtedness, obligations or liabilities of every kind and descliption of the Borrower to OEDA, including without limitation all advances and loans evidenced by the Note and any other advances and loans pursuant to this Agreement or any other agreement, including extensions, renewals or changes in form of any note or other evidence of indebtedness, and including indebtedness, obligations or liabilities now existing or hereafter created, direct or indirect, absolute or contingent, joint and several or joint or several, due or to become due, howsoever created, evidenced or arising and howsoever acquired by OEDA (all hereinafter referred to as "Obligations"), Borrower, by these presents, assigns Borrower's right to receive from the Department of Commerce of the State of Oklahoma payments pursuant to the Oklahoma Quality Jobs Act. In conjunction herewith, the Borrower agrees to maintain a level of employment which at a minimum will insure adequate funds from the Department of Commerce ofthe State of Oklahoma for the reduction of the principal within five (5) years. 1 Additional. Bon-ower also agrees to execute and deliver all other instruments, agreements or documents required by the OEDA to perfect its security interests and liens in all applicable jurisdictions. All of the foregoing security specified 111 this Section IS hereinafter referred to as "Collateral. " 3. .cONDITIONS PRECEDENT. The making of the loan provided for herein shall be conditioned upon the following: 3.1 Loan Documents. All Loan Documents shall be executed and/or delivered to OEDA, including without limitation the Note. 3.2 Certificate of Good Standing. At closing, Borrower shall deliver a Certificate of Good Standing from its state of incorporation. 3.3 Inevocable Letter of Credit. There shall be obtained from Arvest Bank an Irrevocable Letter of Credit in the amount of $2,000,000.00, or so much of the Loan herein provided for that shall remain unpaid, naming the OEDA and the City of Owasso, Oklahoma, as Beneficiaries thereof. Such Inevocable Letter of Credit shall remain effective during the entire term of the Loan as well as any extensions or renewals thereof. The OEDA shall be responsible for the prompt payment ofthe fee for such Irrevocable Letter of Credit. 3.4 Legal Opinion. At closing, Borrower shall deliver to OEDA a legal opmlOn including the opinions set forth on Schedule "3.4" hereto, including only such assumptions and restrictions which are acceptable to OED A. 3.5 Financial Condition. No material adverse change, in the opinion of the OEDA, shall have occurred in Borrower's or Guarantors' financial condition, since the date of the latest financial information provided to OEDA. 3.6 No Default. No Event of Default or any event which might mature into an Event of Default shall have OCCUlTed. 3.7 Representations and Warranties. The representations, warranties and covenants set forth in this Agreement shall be true and correct as of the date hereof. 3.8 General. OEDA shall have received in substance and form satisfactory to OEDA all other certificates, affidavits, schedules, security agreements, legal opinions and other documents which are provided for hereunder, or which OEDA may reasonably request. 4. REPRESENTATIONS AND WARRANTIES. To induce the OEDA to make the loan, Bonower represents and wanants to OEDA that: 4.1 Authority. The execution and delivery by Borrower of this Agreement and the performance by it of its Obligations hereunder and under the instruments and other documents required hereby: (a) are and will be within its powers; (b) are not and will not be in contravention of the Aliicles of Incorporation or Bylaws of the corporation, any law or any indenture, agreement or undertaking to which it or any of its property is bound; (d) do not require any consent or approval (including governmental) which has not been given; ( e) do not contravene any statute, rule or regulation or any contractual or governmental restriction binding upon it; and 2 (f) will not result in the imposition of liens, charges or encumbrances on any of the properties or assets of Borrower except as may be required pursuant to this Agreement. 4.2 Binding Effect. This Agreement and all Loan Documents are legal, valid and binding obligations, enforceable in accordance with their terms. 4.3 Financial Data. Any balance sheets, earnings statements and other financial data which have been or shall hereafter be furnished to OEDA to induce it to make the Loan do, or, as to subsequent financial statements will, fairly represent the financial condition of the Borrower as of the date for which the same are furnished; have been prepared in accordance with generally accepted accounting principles consistently applied; no material adverse change has since occurred in the condition, financial or otherwise, of Borrower; reports and other papers and data furnished to OEDA are or will be, at the time the same are so furnished, accurate and correct in all material respects and complete insofar as completeness may be necessary to give the OEDA a true and accurate knowledge of the subject matter. Borrower has not incurred any material liabilities or made any material investments or guarantees, direct or contingent, either in any case or in the aggregate, since the last statements provided to OEDA. 4.4 Litigation. There is not now pending against the Borrower nor, to the knowledge of the Borrower, is there threatened any litigation, legal or administrative proceedings, investigation or any other action of any nature against it or affecting it. 4.5 CollateraL All of the Collateral granted to the OEDA hereunder is, and will be, owned by the Borrower free and clear of all liens, claims or encumbrances whatsoever, except for the rights herein granted to the OEDA and Borrower has good right to cause such Collateral to be hypothecated to the OEDA as security for BOlTower's obligations. 4.6 :Taxes. Borrower has filed all tax returns required to be filed and paid all taxes shown thereon to be due, including interest and penalties, if any, or provided adequate reserves for the payment thereof. 4.7 Intentionally Blank. 4.8 Intentionally Blank. 3 5. AFFIRMATIVE COVENANTS. Borrower covenants and agrees that, until the full and final payment of all the obligations, it will, unless the OEDA waives compliance in writing: 5.1 Financial Statements. Make accessible to representatives of OED A in form and detail satisfactory to OEDA, and in such numbers of copies as OED A may request: (a) Quarterly. As soon as available and in any event within thirty (30) days after the end of each fiscal quarter end, commencing with the quarter ending December 31, 2004, its balance sheet and income statement as of the close of such quarter, and for that portion ofthe fiscal year ending with such quarter. (b) Annual. As soon as available and in any event within sixty (60) days after the close of each fiscal year of Borrower, commencing with the year ending December 31, 2004, its balance sheet and income statement as of the close of such year. 5.2 Inspection. Permit any authorized representative of OEDA to visit and inspect any of the properties of the Borrower, including any books and records, and to discuss its affairs and finances, and as often as OEDA may reasonably request. 5.3 Conduct of Business. Maintain its corporate existence and use its best efforts to maintain in full force and effect all licenses, leases, contracts and other rights necessary or desirable to the profitable conduct of its business. Fmther, Borrower shall not relocate its principal as well as primary business operations outside of the Cherokee Industrial Park located in Tulsa County, State of Oklahoma. Additionally, Borrower shall neither assign, sell or transfer its business in whole or in patt by the assignment, sale, or transfer of any majority ownership position therein nor assign., sell or transfer any assets of the corporation other than those assignments, sales and transfers occurring in the nonnal course of the daily operations of Bon-ower. 5.4 Intentionally Blank. 5.5 Payment of Taxes and Assessments. Duly pay and discharge, or cause to be paid and discharged, all taxes, assessments and other governmental charges imposed upon it and its properties or any part thereof, or upon the income or profits therefrom, as well as all claims for labor, materials or supplies which if unpaid might by law become a lien or charge upon any property of Borrower, except for such items as are being in good faith appropriately contested by Bon-ower and with respect to which adequate reserves, satisfactory to the OEDA, are set aside and maintained on the books of the BOlTower. 5.6 Notices. Promptly give written notice to OEDA of any of the following facts corning to the attention of the BOlTower, of: (a) Litigation affecting Borrower or any Guarantor where the amount in any case or in the aggregate is One Hundred Thousand and Noll 00 Dollars ($100,000. 00) or more, and is not covered by insurance; 4 (b) Any substantial dispute which may exist between Borrower and any governmental regulatory body or law enforcement authority; (c) Any labor controversy resulting in or threatening to result in a strike; and (d) Any Event of Default under the terms of this Agreement or of any instmments provided for herein. 5.7 Insurance. Maintain insurance with a responsible and reputable insurer in such amounts and covering such risks as is usually carried by companies engaged in similar businesses at similar locations. 5.8 Further Assurances. Borrower will promptly cure any defects in the issuance of the Note and the execution of this Agreement and any other instrument or documents referred to or mentioned herein. BOlTower will immediately execute and deliver to the OEDA upon request all such other and further instruments as may be required or desired by the OEDA from time to time in compliance with or in accomplishment of the covenants and agreements of BOlTower made in this Agreement and other such instruments and documents referred to or mentioned herein, or to further evidence and more fully describe the properties intended as security for the Note also, to correct any omission in any exhibits or to perfect any security interests or liens, to make any recordings, to file any notices or to obtain any consents, all as may be necessary or appropriate in connection therewith. 5.9 Intentionally Blank. 6. Intentionally Blank. 7. EVENTS OF DEFAULT. The occurrences of any of the following events shall constitute an Event of Default hereunder: 7.1 NOl1l2-aymeD-J. Nonpayment when due of any installment of interest orptincipal in accordance with the terms of any promissory note or other instrument evidencing Borrower's indebtedness to OEDA or nonpayment when due of any other sums payable by Borrower to OEDA. 5 7.2 Representations and Warranties. Any representation or warranty made to OEDA by the Borrower or which is contained in any certificate, document, opinion, or financial or other statement furnished at any time under or in connection with any Loan Documents shall prove to have been incorrect, incomplete, or misleading in any material respect on or as of the date made or deemed made. 7.3 Covenants. The Borrower shall fail to perform or observe any telm, covenant, or agreement contained herein or in any other Loan Documents. 7.4 Involuntarv Lien. The attachment of any involuntary lien in the sum of One Hundred Thousand and NoI100 Dollars ($100,000.00) or more, of any kind or character, upon the assets or property of the Borrower, except for taxes due but not in default. 7.5 Judgment. The entry against BOlTower of any judgment in the amount of One Hundred Thousand and NollOO Dollars ($100,000.00) or more on a claim not covered by insurance which has not been dismissed within ten (10) days from judgment, or the entry against Borrower of judgments totaling in excess of One Hundred Thousand and NoI100 Dollars ($100,000.00) in any three (3) month period. 7.6 Act of Insolvency. If Borrower or any Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of itself, or of all or a substantial part of its assets; (ii) admit in writing its inability to pay its debts as they fall due; (iii) make a general assignment for the benefit of its creditors; (iv) be adjudicated as Banktupt or insolvent; or (v) file a voluntary petition in Bankmptcy or file a petition or answer seeking reorganization or an arrangement with creditors or seeking to take advantage of any insolvency law or admit (by answer, default or otherwise) the material allegations of a petition filed against it in any Bankruptcy, reorganization, arrangement or insolvency proceeding, or take or omit to take any action for the purpose or with the result of effecting any of the foregoing. 7.7 Involuntary Bankruptcy. An order, judgment or decree by any court of competent jurisdiction shall be entered, adjudicating the BOl1'0wer or any Guarantor to be Bankrupt or insolvent; without the application, approval or consent of the BOl1'0wer or any Guarantor, approving a petition seeking reorganization of the Borrower or any Guarantor or appointing a receiver, trustee or liquidator of the Borrower or any Guarantor or all or a substantial part of any of its or their assets. 7.8 Condemnation. The condemnation, seizure or appropriation of all, or such as in the opinion of OEDA constitutes substantially all, of the propeliy of Bon ower. 7.9 Suspension of Business. The voluntary or involuntary suspension of business by Borrower for a period deemed by OEDA to substantially adversely affect Bonower's ability to repay the obligations. 7.10 Default of Other Obligations. Any event of default as defined in any loan or similar agreement to which the Borrower is now or hereafter a party, or any other event pursuant to which any holder or holders of indebtedness of Borrower may declare the same due and 6 payable, or the failure to pay any such indebtedness when due, shall occur and shall continue for more than the period of grace, if any, provided with respect thereto. 7.11 General Default. The breach of, or default under, any covenant, agreement, term, condition, provision, representation or warranty contained in this Agreement or in any agreement or instrument executed in connection herewith or as security for any of the Obligations, by Borrower not specifically referred to in this Section. 8. REMEDIES. If anyone or more Events of Default shall occur and be continuing, OEDA may without notice, presentment or demand, proceed to protect and enforce all or any of the rights with respect thereto contained in this Agreement or any other Loan Documents, or may proceed to enforce payment of all indebtedness due hereunder or enforce any other legal or equitable rights or exercise any other legal or equitable remedies, or cure or remedy any default by Borrower for the purpose of preserving the Property. All rights, remedies or powers conferred upon OEDA shall be cumulative and not exclusive of any other rights, remedies or powers available. No delay or omission to exercise any right, remedy or power, shall impair any such right, remedy or power, or shall be construed to be a waiver of any Event of Default or an acquiescence therein. Any such right, remedy or power may be exercised from time to time, independently or concurrently, and as often as shall be deemed expedient. No waiver of any Event of Default shall extend to any subsequent Event of Default. No single or pmiial exercise of any right, remedy or power shall preclude other or further exercise thereof. Borrower covenants that if an Event of Default shall happen and be continuing it will pay costs of court and other out- of-pocket expenses paid or incurred by OEDA in collecting the amounts due pursuant to this Agreement, the Note, or any other Loan Documents, including attorneys fees, together with interest on amounts so expended from the respective dates of each expenditure at an annual rate equal to the rate accruing under the Note. 9. GENERAL. 9.1 Definitions. As used herein: (a) "Person" shall mean any individual, corporation, limited liability company, partnership, trust or unincorporated organization, or a government or any agency or political subdivision thereof. (b) "this Agreement" shall include all amendments, modifications and supplements and shall refer to this Agreement as the same may be in effect at the time such reference becomes operative. (c) "Loan Documents" shall mean this Agreement, the Note, and the other instruments, documents and agreements executed and/or presented to OEDA as required under this Agreement. 7 9.2 Notices. All notices, consents, waivers, and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand with written confirmation of receipt), (b) sent by telecopier (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties): The Borrower: Vanguard Car Rental, U.S.A. 200 South Andrews Ave. Ft. Lauderdale, FI 33301 Attn: Howard Swartz, General Counsel Facsimile No.: The OEDA: Owasso Economic Development Authority 111 North Main St. Owasso, OK 74055 Attn: Rickey Hayes, Economic Development Director Facsimile No.: (918) 376-1599 or at such other address as any party shall designate for itself in writing to the other parties. Any notice hereunder shall be deemed effective when actually received or when placed in the United States malls, postage prepaid, certified mail, return receipt requested. 9.3 OEDA Making Required Payments. In the event the Borrower shall fail to maintain insurance, or to pay taxes, assessments, costs, fees or expenses which the Borrower is required to pay, under any of the terms hereof or of any instrument or agreement securing any of the Obligations or executed in connection herewith or therewith including, without limitation, costs and expenses incul1'ed as provided for in this paragraph, or fail to keep the Collateral free from other security interests, liens or encumbrances, except as permitted herein, OED A may at its election make expenditures for any or all such purposes and the amount so expended, together with interest thereon at the rate accruing under the Note, shall become immediately due and payable by Borrower to OEDA; but OEDA shall be under no duty or obligation whatever with respect to any of the foregoing expenditures. All costs and reasonable attorney's fees and legal expenses shall likewise constitute additional indebtedness of BOl1'ower which Borrower promises to pay on demand and which shall be entitled to the benefits of and be secured by the Collateral. 9.4 Intentionally Blank. 8 9.5 Setoff, Etc. Upon the OCCUlTence of an Event of Default, any indebtedness owing from OEDA to Borrower including, without limitation, any general or special deposit account, may be set off or otherwise applied by OEDA under a general lien covering such indebtedness on any indebtedness or liability of the Borrower under the Note or this Agreement to OEDA at any time and from time to time, either before or after maturity, and without demand or notice to anyone. It is understood that the OEDA may sell participation in loans made hereunder, and Borrower agrees that any such participant shall have the same right of setoff or other application under the general lien as herein granted to OEDA. 9.6 Intentionally Blank. 9.7 Nonwaiver of Rights. No delay or omISSIOn to exercise any right, power or remedy accruing to OEDA upon any agreement or instrument executed pursuant hereto or in connection herewith shall impair any such right, power or remedy of OEDA nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore occurring. Any waiver, permit, consent or approval of any kind or character on the part of OEDA of any breach or default or condition to the making of any loans under this Agreement, or any waiver on the part of OEDA of any provision or condition of this Agreement or any agreement or instrument executed pursuant hereto or in connection herewith, must be in writing signed by OEDA and shall be effective only to the extent such writing specifically sets forth. All remedies, either under this Agreement or by law or otherwise, afforded to OEDA shall be cumulative and not alternative. 9.8 Applicable Law. This Agreement has been delivered and accepted in, and shall be a contract made under and shall be entered into and governed by the laws of the State of Oklahoma. The Note shall be deemed to be an obligation made under and shall be construed in accordance with and governed by the laws of the State of Oklahoma. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under the applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 9.9 Binding Effecj. This Agreement shall be binding upon the Borrower and the OEDA and their respective successors and assigns, and shall inure to the benefit of the OEDA and the successors and assigns of the OEDA. 9.10 Headings. The Section and paragraph headings of this Agreement are for convenience and shall not affect, limit or expand any term or provision hereof. 9.11 Severability. If any part of this Agreement and Loan documents is held invalid or illegal, the remainder of this Agreement shall not be affected thereby. 9 "Borrower" Vanguard Car Rental U.S.A., Inc. By Name Title "OEDA" Owasso Economic Development Authority By Name: Scott Yandell Title: Chailman 10 Schedule "1.2" PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, Vanguard Car Rental U.S.A., Inc., its successors and assigns (collectively, the "Borrower"), promises to pay to the order of the Owasso Economic Development Authority of Owasso, Oklahoma, its successors and assigns (collectively, the "Authority") at its principal office at 111 N, Main, Owasso, Tulsa County, Oklahoma 74055, or at such other place as may be designated in writing by the Authority, the principal sum of TWO MILLION AND NOll 00 DOLLARS ($2,000,000.00) or so much thereof as shall have been advanced hereon shall be due and payable on or before the _ day of , 20 1 O. The Borrower shall repay the principal by making quarterly installment payments to the Authority in an amount not less than One Hundred Thousand and Noll 00 Dollars ($100,000.00) per quarter for a period of five (5) years or otherwise the principal shall have been paid, whichever the sooner. The initial installment shall be paid on or before the ~ day of ,2005. No Interest on the unpaid portion of the principal balance computed from the date of each advance shall be due; however, if and in the event the Borrower shall default in making any payments as called for hereunder or otherwise failing to perform covenants herein contained or as set forth in that certain Loan Agreement between the Borrower and the Authority then, from such date of default or nonperfOl1llanCe until principal is paid in full, interest shall be calculated at the rate of ten percent (10%) per annum thereupon shall be due and payable on or before the ~ day of , 2005 and the 1 st day of of each successive year thereafter until paid in full. The Borrower may prepay this Note, in whole or in part, at any time prior to the due date hereof, without penalty. If any payment shall be due on a Saturday or Sunday or upon any banking holiday of the holder hereof, such payment shall be due and payable on the next succeeding banking day and interest shall accrue to such day. All parties (makers, sureties, guarantors and all others now or hereafter liable for payment of all or any portion of the indebtedness evidenced by this Note) severally waive demand, presentment, notice of dishonor, protest, notice of protest, and diligence in collecting this Promissory Note and diligence in bringing and prosecuting suit against any pariy bound hereby, and agree that no extension, renewal or pariial payment, or release or substitution of collateral before or after maturity, with or without notice, shall release or discharge the obligation of any party. Upon the failure to pay when due the principal and or interest, the holder hereof shall be entitled, at its option, to extend the term or declare the unpaid principal balance of this Note to be immediately due and payable. A failure by such holder to exercise such option will not constitute a waiver of the right to exercise the same in the event of any subsequent default. After maturity (whether by extension, acceleration or otherwise), interest shall accrue hereon at a rate of interest of ten percent (10%) per annum. If this Note is placed with an attoruey for collection upon any default, or to defend or enforce any rights of the holder(s) hereunder or any instrument securing payment ofthis Note, or if this Note is collected thl'Ough bankruptcy or other judicial proceeding, the Borrower agrees to pay the reasonable attorney fees of the holder(s) of this Note and all reasonable costs and expenses incuned in connection therewith. Dated this ~ day 2005 Vanguard Car Rental U.S.A., Inc. By 11 Schedule "2(a)-1 " Intentionally Blank 12 Schedule "2(a)-2" ASSIGNMENT OF PROCEEDS OKLAHOMA QUALITY JOBS INITIATIVE 13 Schedule "2(a)-3" Intentionally Blank 14 Schedule "3.3(a)-1 " (Guaranty Agreement) Intentionally Blank 15 Schedule "3.3(a)-2" (Corporate Guaranty Resolution) Intentionally Blank 16 Schedule "3.3(b)'~ (Guaranty Agreement) Intentionally Blank 17 Schedule "3.4" Intentionally Blank 18 Schedule "3.5" (Legal Opinion) 19 PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned, Vanguard Car Rental U.S.A., Inc., its successors and assigns (collectively, the "Borrower"), promises to pay to the order of the Owasso Economic Development Authority of Owasso, Oklahoma, its successors and assigns (collectively, the "Authority") at its principal office at 111 N. Main, Owasso, Tulsa County, Oklahoma 74055, or at such other place as may be designated in writing by the Authority, the principal sum of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) or so much thereof as shall have been advanced hereon shall be due and payable on or before the _ day of , 2010. The Borrower shall repay the principal by making quarterly installment payments to the Authority in an amount not less than One Hundred Thousand and Noli 00 Dollars ($100,000.00) per quarter for a period of five (5) years or otherwise the principal shall have been paid, whichever the sooner. The initial installment shall be paid on or before the _ day of , 2005. No Interest on the unpaid portion of the principal balance computed from the date of each advance shall be due; however, if and in the event the Borrower shall default in making any payments as called for hereunder or otherwise failing to perform covenants herein contained or as set forth in that certain Loan Agreement between the Borrower and the Authority then, from such date of default or nonperformance until principal is paid in full, interest shall be calculated at the rate of ten percent (10%) per annum thereupon shall be due and payable on or before the day of , 2005 and the 1 st day of of each successive year thereafter until paid in full. The Borrower may prepay this Note, in whole or in part, at any time prior to the due date hereof, without penalty. If any payment shall be due on a Saturday or Sunday or upon any banking holiday of the holder hereof, such payment shall be due and payable on the next succeeding banking day and interest shall accrue to such day. All parties (makers, sureties, guarantors and all others now or hereafter liable for payment of all or any portion of the indebtedness evidenced by this Note) severally waive demand, presentment, notice of dishonor, protest, notice of protest, and diligence in collecting this Promissory Note and diligence in bringing and prosecuting suit against any party bound hereby, and agree that no extension, renewal or partial payment, or release or substitution of collateral before or after maturity, with or without notice, shall release or discharge the obligation of any party. Upon the failure to pay when due the principal and or interest, the holder hereof shall be entitled, at its option, to extend the term or declare the unpaid principal balance of this Note to be immediately due and payable. A failure by such holder to exercise such option will not constitute a waiver of the right to exercise the same in the event of any subsequent default. After maturity (whether by extension, acceleration or otherwise), interest shall accrue hereon at a rate of interest of ten percent (10%) per annum. If this Note is placed with an attorney for collection upon any default, or to defend or enforce any rights of the holder(s) hereunder or any instrument securing payment of this Note, or if this Note is collected through bankruptcy or other judicial proceeding, the Borrower agrees to pay the reasonable attorney fees of the holder(s) of this Note and all reasonable costs and expenses incurred in connection therewith. Dated this _ day of ,2005 Vanguard Car Rental U.S.A., Inc. By 2