AGENDA SPECIAL CALL URBAN RENEWAL AUTHORITY January 26, 2015 AGENDA

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1 The City of Muskogee encourages participation from all its citizens in public meetings. If participation is not possible due to a disability, notify the City Clerk, in writing, at least forty-eight hours prior to the scheduled meeting and necessary accommodations will be made (ADA 28 CFR/36). AGENDA SPECIAL CALL URBAN RENEWAL AUTHORITY January 26, 2015 AGENDA SPECIAL CALL MEETING - 4:00 p.m. 2nd FLOOR CONFERENCE ROOM MUNICIPAL BUILDING, 229 W. OKMULGEE, MUSKOGEE, OKLAHOMA ROLL CALL 1. Discuss and take action on a proposed Amended and Restated Interlocal Agreement Amongst the Board of County Commissioners of Muskogee County, the City of Muskogee, the City of Muskogee Urban Renewal Authority and the Muskogee Redevelopment Authority for Relocation of the Existing Juvenile Detention Center and Transfer of Land, as well as, a proposed Lease between the City of Muskogee Urban Renewal Authority and the Board of County Commissioners of Muskogee County. (Roy D. Tucker) 2. Consider approval of a Resolution Of The City Of Muskogee Urban Renewal Authority Authorizing The Issuance Of A Note, Series 2015-A In The Aggregate Principal Amount Of Four Million Dollars ($4,000,000) To Acquire Certain Necessary Real Property In The Urban Renewal Area; Waiving Competitive Bidding And Authorizing The Execution Of A Note Securing The Same To Be Repaid In And From The Sale Of The Same Property And/Or Proceeds From Tax Increment District No. 3; Authorizing The Same To Be Sold Directly To The City Of Muskogee Foundation; And Granting Authority To The Chairman For Non-Substantive Amendments; Authorizing The Issuance And Securing The Payment Of The Note; Providing That The Organizational Document Creating The Authority Is Subject To The Provisions Of The Indenture; Authorizing And Directing The Execution Of Other Documents Relating To The Transaction; Subject To Approval Of The City Of Muskogee, or take other necessary action. (Roy D. Tucker) 3. Receive update on the acquisition of property within the Urban Renewal Area and provide direction to staff, as well as, consider ratification of certain negotiated contracts to purchase parcels within the Urban Renewal Area, or take any other necessary action. (Roy D. Tucker) 4. New Business ADJOURN

2 Urban Renewal Authority. Meeting Date: 01/26/2015 Submitted For: Roy Tucker, City Attorney Initiator: Roy Tucker, City Attorney Department: City Attorney Staff Information Source: City Attorney AGENDA ITEM TITLE: Information Discuss and take action on a proposed Amended and Restated Interlocal Agreement Amongst the Board of County Commissioners of Muskogee County, the City of Muskogee, the City of Muskogee Urban Renewal Authority and the Muskogee Redevelopment Authority for Relocation of the Existing Juvenile Detention Center and Transfer of Land, as well as, a proposed Lease between the City of Muskogee Urban Renewal Authority and the Board of County Commissioners of Muskogee County. (Roy D. Tucker) BACKGROUND: Through continued efforts to redevelop the Phase 1A Urban Renewal Area, it became necessary to amend and restate the October 6, 2014 existing Interlocal Agreement. The original agreement provided that the County would transfer the 5.4 acres it owns in the Phase 1A area to the URA immediately upon completion of the relocated juvenile detention center at its new location on Cincinnati. To facilitate construction by the Developer of the proposed shopping center, the County granted an immediate construction easement on the property it owns; however, due to a requirment of the developer's lender, the 5.4 acres must be transfered to the URA by the County, and ultimately conveyed to the developer, prior to construction beginning. To allow for continued operation of the existing JDC, the attached Lease leases back the 12 lots upon which the building sits. The Amended and Restated Interlocal Agreement, and the Lease incorporates these provisions. RECOMMENDED ACTION: Approve an Amended and Restated Interlocal Agreement Amongst the Board of County Commissioners of Muskogee County, the City of Muskogee, the City of Muskogee Urban Renewal Authority and the Muskogee Redevelopment Authority for Relocation of the Existing Juvenile Detention Center and Transfer of Land, as well as, a proposed Lease between the City of Muskogee Urban Renewal Authority and the Board of County Commissioners of Muskogee County. Amended Interlocal Lease Attachments

3 AMENDED AND RESTATED INTERLOCAL AGREEMENT AMONGST THE BOARD OF COUNTY COMMISSIONERS OF MUSKOGEE COUNTY, THE CITY OF MUSKOGEE, THE URBAN RENEWAL AUTHORITY AND THE MUSKOGEE REDEVELOPMENT AUTHORITY FOR RELOCATION OF THE EXISTING COUNTY JUVENILE DETENTION CENTER, AND TRANSFER OF LAND THIS AMENDED AND RESTATED INTERLOCAL AGREEMENT FOR RELOCATION OF THE EXISTING COUNTY JUVENILE DETENTION CENTER AND LAND TRANSFER ("Agreement"), is made and entered into this day of January, 2015, by and among, the Board of County Commissioners of Muskogee County (hereinafter, County or collectively the Parties ), the City of Muskogee, a charter city organized under the laws of the state of Oklahoma (hereinafter City or collectively, the Parties ), the City of Muskogee Urban Renewal Authority, duly organized under 11 OKLA. STAT et seq., (hereinafter URA or collectively, the Parties ), and the Muskogee Redevelopment Authority, a public trust organized under 60 OKLA. STAT. 176 et seq, (hereinafter MRA or collectively the Parties ) and is intended to supersede and replace the Interlocal Agreement for Relocation of the Existing Juvenile Detention Center amongst the parties dated October 6, WITNESSETH : WHEREAS, the City, pursuant to Resolution 2513, declared an area of the City bounded by North Frontage Road and Talladega on the North and South, respectively, and North 11 th Street and Chicago to the West and East, respectively, to be a blighted area within the Oklahoma Urban Renewal Law ( blighted area ); WHEREAS, the City, pursuant to Resolution No adopted the City of Muskogee Urban Renewal Plan ( Plan ) to remove blight and redevelop the blighted area, all in accordance with City Code , et seq., and 11 OKLA. STAT , et seq. WHEREAS, the County is the holder of fee simple title in and to the tract of real property more particularly described on Exhibit "A" attached hereto ("County Property"), all of which is located within the blighted area; WHEREAS, to secure needed redevelopment of the blighted area it is necessary to relocate the existing Juvenile Detention Center which sits upon Lots 1-6 and Lots 27-32, within Block 1, Reeves Addition No. 2, with a common address of 601 W. Shawnee Avenue, Muskogee, Oklahoma ( Existing Site ); Said Existing Site is located within the larger approximately 5.4 acre area identified as County Property. WHEREAS, the Parties find that the County Property is in the retail corridor of Shawnee Avenue of the City under the City s Comprehensive Plan, that the County Property is within the blighted area and is ripe for redevelopment, as designated by City, upon recommendation of the URA; 1

4 WHEREAS, the Parties find that it is for a public purpose that redevelopment of the blighted area and containing the County Property occur; that the same is necessary for economic development in the City, as well as, for revenue enhancement, not only through increased sales tax to the City and the County, but also through increased ad valorem tax collection to all entities who receive it, as well as, job creation. WHEREAS, the County finds that the the relocation of the Juvenile Detention Center from the Existing Site to a tract of real property more particularly described on Exhibit B attached hereto ( New Site ) on which the existing Muskogee Little Theater, Inc. (the Theater ) now sits and operates, with a common address of 325 East Cincinnati Avenue, Muskogee, Oklahoma, is for a public purpose in order to assist in the redevelopment of the blighted area, the increase in sales and ad valorem taxes. The relocation, approved at a Regular Meeting of the Board of County Commissioners on May 12, 2014, was conditioned upon the fact that the County shall bear no costs for the same; WHEREAS, pursuant to a certain agreement between the City and the Theater, the Theater has conveyed fee title ownership of the New Site to the MRA and the MRA and the City are obligated to allow the Theater to continue occupancy of and operation on the New Site during the pendency of the construction of the Juvenile Detention Center on the New Site until substantial completion of the Juvenile Detention Facility on the New Site; WHEREAS, in accordance with the conditions imposed by the County on the relocation of the Juvenile Detention Center from the Existing Site, it is the intent of the Parties that the MRA, with financing provided through a loan with the City of Muskogee Foundation, and approval granted by the City as beneficiary, shall construct the 10 bed Juvenile Detention Center, of similar size of the existing facility, on the New Site, in accordance with the requirements of state law, and the rules promulgated by the Office of Juvenile Affairs at no cost to the County. The estimated complete cost of the Juvenile Detention Center relocation is $2,300,000. WHEREAS, it is the intent of the parties that that the County promptly convey the County Property, including the Existing Site of the Juvenile Detention Center to the URA, in exchange for the construction of the relocated Juvenile Detention Center and conveyance of the New Site to the County. WHEREAS, the URA and the City have, through solicitation of competitive proposals, selected Vector Securities Corporation now d/b/a Three RP Limited Partnership, an Oklahoma limited partnership (collectively, Vector ) to construct a 102,537 square foot retail shopping center with a separate 6,700 square foot restaurant to be located on an approximate 13 acres within the blighted area, more particularly described as all of Blocks 1, 2, 7 and 8 of Reeves Addition No. 2, including all vacated alleys within said Blocks and vacated 7 th and 9 th Streets and one half of Katy Avenue as described on Exhibit C and general depicted on Exhibit D attached hereto (hereinafter Phase 1A ). WHEREAS, the Parties find that Phase 1A encompasses all developable County Property. 2

5 NOW THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, the Parties hereby agree as follows: Section 1: Consideration; Conveyance; Construction; Assurances A. Consideration. The Parties agree that consideration for the acquisition of the County Property by the URA shall be the total replacement costs of the relocation of the Juvenile Detention Center at the New Site, whereby said relocated Juvenile Detention Center shall be a 10-bed facility of similar size to the existing facility. The Parties further acknowledge and agree that the funds used to pay for the development costs of the Juvenile Detention Center at the New Site were provided through a loan to the MRA (approved by the City) from the City of Muskogee Foundation, and that the proceeds from the subsequent resale of the Existing Site identified in Section 6 shall be immediately utilized to pay upon the principal of said loan incurred by the MRA. B. Construction. The MRA agrees to construct a Juvenile Detention Center on the New Site at no cost to the County, with said construction to occur in accordance with the requirements of state law, and the rules promulgated by the Office of Juvenile Affairs for construction and operation of Juvenile Detention Centers. The construction of the new Juvenile Detention Center on the New Site shall be substantially completed and ready for occupancy together with all necessary occupancy permits and approvals no later than July 15, The County hereby grants an immediate access and construction easement on the New Site in favor of the MRA, in order to facilitate said construction, as well as, an access and use easement to the Theater for continued operation of the Theater; provided, however, said easements shall automatically expire upon the occurrence of the issuance of a Certificate of Occupancy by the City and the receipt of any necessary approvals from the Office of Juvenile Affairs for operation. C. Conveyance; Lease-back. The following conveyances shall occur immediately upon execution of this Interlocal Agreement by the Parties: 1. The MRA shall convey to the County the real property identified in Exhibit B. as the New Site. 2. The County shall convey to the City and URA the real property identified in Exhibit A as County Property. 3. The City and the URA shall lease back to the County for the sum of $1.00, the Existing Site to allow for continued operation of the existing Juvenile Detention Center. The lease back shall be on the terms as set forth in the Lease attached hereto as Exhibit E. D. Assurances. The Parties acknowledge that in order to secure the retail occupants of the shopping center development within Phase 1A, timing of construction of the center, relocation of the Juvenile Detention Center, and land acquisition are crucial. Thus, the Parties agree that certain assurances be made to the County in order to secure complete performance of construction of the relocated Juvenile Detention Center, As such, the City, URA, and MRA agree to prepare and present to the County for approval an Escrow Agreement for the entire cost of construction of the Juvenile Detention Center, where such agreement provides access to certain 3

6 funds allocated by the MRA for construction should the MRA fail to meet its obligation. Additionally, all contracts between the MRA and any architect, construction manager, builder, or provider of any service whatsoever related to the construction of the relocated Juvenile Detention Center shall be assignable, without additional cost, to the County. Further, the Parties agree that (i) the new Juvenile Detention Center shall be substantially completed and ready for occupancy together with all necessary occupancy permits and approvals no later than July 15, 2015 and (ii) upon completion of the Juvenile Detention Center all construction warranties shall be assigned to the County. Section 2: Risk of Loss Until all transfers and conveyances are closed, risk of loss to either the County Property, and by extension the Existing Site, or the New Site, ordinary wear and tear excepted, shall be upon the party holding title prior to closing; after Closing such risk shall be upon the new title holder. Section 3: Closing All transactions contemplated by this agreement shall be closed at Pioneer Abstract and Title Company, 414 W. Broadway, Muskogee, Oklahoma or at such other place as may be agreed upon by Parties immediately, but in no event later than five (5) days from the execution of this agreement. Section 4: Deliveries at Closing and Covenant of Further Assurances All conveyances anticipated herein, shall be executed and delivered by Deed in recordable form, conveying all right, title and interest thereto, free and clear of all liens and encumbrances whatsoever. Further, the Parties agrees to provide such further assurance of clear title as may be required before closing or thereafter should any be required. Possession of the County Property, including the Existing Site and the New Site, as the case may be, shall occur contemporaneously with Closing, unless otherwise provided herein. Section 5: Closing Costs All closing costs, the cost of abstracting to the date of Closing and any required title curative documents, as well as, filing fees for either the Existing or New Site shall be borne by either the URA or the MRA, as the case may be, to be reimbursed out of any net proceeds which may be realized according to Section 6. Section 6: Resale of Property by URA to Vector As per the separate Development Agreement dated January, 2015, between the City, the MRA, the URA and Vector, the real property within Phase 1A shall be sold to Vector as assigned to Three RP Limited Partnership for the sum of $1,844, However, should the County Property ever revert to the URA and be resold to a Private Third Party, any net profits from said resale shall be divided equally between the City and the County. Private Third Party as used herein shall mean any entity, person, or corporation not wholly supported by public funds. Net Profits as used herein shall mean any price paid by a Private Third Party which exceeds the costs of development of the Juvenile Detention Center on the New Site by the MRA, minus any debt service or interest paid by the MRA or closing costs, title costs or related 4

7 transaction expenses which generally apply in standard real estate transactions incurred by the URA, and the MRA, respectively. Any net profits shared, shall be allocated contemporaneously with the Closing of a resale to a Private Third Party. The County shall be entitled to a full accounting.notwithstanding the foregoing, should the County Property ever revert to the URA and the MRA has failed to substantially complete the relocated Juvenile Detention Center, subject to events of force majeure, then the URA shall, at the County s option, convey title to the County Property back to the County. Section 7: Taxes The parties to this agreement are all governmental entities organized under the laws of the state of Oklahoma and as such are exempt from payment of real estate taxes. Section 8: Assignment This Agreement shall be binding upon the Parties hereto, their respective heirs, successors and assigns, but shall not be assigned by any Party hereto without the written consent of the other Party, provided, however, that Seller hereby consents to: (i) any assignment by Buyer to any entity in which the Buyer is the sole beneficiary. Section 9: Headings The headings contained in this Agreement are for reference only and will not affect in any way the meaning or interpretation of this Agreement. Section 10: Choice of Law This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of Oklahoma. The venue for any dispute shall be the District Court in and for Muskogee County, State of Oklahoma. Section 11: Convents and Conditions The covenants, conditions, representations and warranties contained herein shall survive the date of Closing. Section 12: No Conflict Neither the execution and delivery of this agreement, nor the consummation of the sale of real property contemplated herein, will result in a breach of any terms or conditions or provisions of state law or the Charter and Ordinances of the City of Muskogee. Section 13: Binding Effect. This Agreement and the terms, covenants and provisions hereof, shall inure to the benefit of and be binding upon the successors and permitted assigns of both Parties hereto. Section 14: Counterparts 5

8 This Agreement may be executed in counter parts, each of which will be deemed an original and all of which together will constitute one instrument. Section 15: Severability If any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable under applicable law, this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The remaining provisions of this Agreement shall be given effect to the maximum extent then permitted by law. Section 16: Forbearance; Waiver Failure to pursue any legal or equitable remedy or right available to a Party shall not constitute a waiver of such right, nor shall any such forbearance, failure or actual waiver imply or constitute waiver of subsequent default or breach. No waiver of a breach of any provision of this Agreement shall be construed to be a waiver of any breach of any other provision of this Agreement or of any succeeding breach of the same provision. No delay in acting with regard to any breach of any provision of this Agreement shall be construed to be a waiver of such provision. Section 17: Authority The Parties warrant and represent that with respect to each entity into and consummation of this Agreement and the transaction contemplated hereby, all necessary approvals and authorizations required have heretofore been obtained and satisfied; Seller covenants to maintain such authority to and until Closing and agrees to furnish Buyer with indicia of such authority upon request, including providing purchaser with any and all trust documents or other related agreements. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 6

9 IN WITNESS WHEREOF, the Parties have hereunto set their hands the day and year first above written. CITY OF MUSKOGEE JOHN R. COBURN, MAYOR ATTEST: PAMELA S. BATES, City Clerk (seal) Approved as to form and legality this day of, ROY D. TUCKER, City Attorney 7

10 MUSKOGEE REDEVELOPMENT AUTHORITY JOHN R. COBURN, CHAIRMAN ATTEST: PAMELA S. BATES, SECRETARY FOR THE AUTHORITY (seal) Approved as to form and legality this day of, ROY D. TUCKER, ATTORNEY FOR THE AUTHORITY 8

11 URBAN RENEWAL AUTHORITY DARRELL RUSSELL, CHAIRMAN ATTEST: ROBERT GOOLSBY, SECRETARY (seal) Approved as to form and legality this day of, ROY D. TUCKER, ATTORNEY FOR THE AUTHORITY 9

12 BOARD OF COUNTY COMMISSIONERS FOR MUSKOGEE COUNTY ATTEST: STEPHEN WRIGHT, CHAIRMAN DIANNA COPE, COUNTY CLERK (seal) Approved as to form and legality this day of, ORVIL LOGE, DISTRICT ATTORNEY 10

13 EXHIBIT "A" EXISTING SITE LEGAL DESCRIPTION *PART OF LOTS 1 THRU 10, BLOCK 1; LOTS 17 THRU 32, BLOCK 1 7 AND ALL ADJACENT VACATED ALLEY; LOTS 1 THRU 32, BLOCK 2, LESS PART OF LOTS 19 THRU 21; PART OF LOTS 1 THRU 9 AND 29 THRU 32, BLOCK 3; PART OF LOTS 1 AND 2, BLOCK 4; AND LOTS 1 THRU 9 AND PART OF LOTS 24 THRU 32, BLOCK 7, ALL WITHIN REEVES ADDITION NO. 2; AND A PARCEL OF LAND LYING IN BLOCK 3 BEGINNING AT THE NE/C OF LOT 1 THENCE SOUTH ALONG THE EAST LINE 5.2 S87 37W TO POINT OF WEST LINE OF LOT 32, 13.1 SOUTH OF NW/C LOT 32 N 13.1 EAST TO POINT OF BEGINNING, FACTORY ADDITION; AND A PARCEL OF LAND LYING IN LOT 32, BLOCK 2 BEGINNING AT THE NW/C OF LOT 32, SOUTH ALONG WEST LINE 3.7 N87 37E TO NE/C LOT 32 WEST ALONG NORTH LINE 132 TO POINT OF BEGINNING, FACTORY ADDITION. 5.4 ACRES, MORE OR LESS *The legal descriptions herein are for description purposes and will be supplemented by a Survey. 11

14 EXHIBIT "B" NEW SITE LEGAL DESCRIPTION ALL OF BLOCK 370, ORIGINAL TOWNSITE, MUSKOGEE COUNTY, STATE OF OKLAHOMA, ACCORDING TO THE OFFICIAL PLAT THEREOF. 12

15 EXHIBIT C PHASE 1a LEGAL DESCRIPTION A tract located in Reeves Addition No. 2, Muskogee County, State of Oklahoma, according to the recorded plat thereof, being more particularly described as follows, to-wit: Beginning at the Northeast corner of Lot 1 Block 1 Reeves Addition No. 2; thence SE:11 57'25"W along the East line of Block 1 and Block 8 a distance of 875 feet to the centerline of Katy Avenue (aka Miller Street); thence S88 02'35"W along said centerline a distance of feet; thence N01 57'25"W along the East line of Block 6 and Block 3, Reeves Addition No. 2 a distance of feet; thence N88 02'35"E along the North line of Block 2 and Block 1 Reeves Addition No. 2 a distance of feet to the point of beginning. 13

16 EXHIBIT D PHASE 1a DEPICTION SEE ATTACHED SITE PLAN 14

17 EXHIBIT E LEASE 15

18 LEASE THIS LEASE ( Lease ) entered into as of this day of January, 2015, by and between the City of Muskogee Urban Renewal Authority ( Landlord ) and Board of County Commissioners of Muskogee County ( Tenant ). In consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows: 1. Premises. Landlord hereby leases to Tenant the premises (the Premises ), with a street address of, and more fully described on Exhibit A attached hereto and incorporated herein by reference. 2. Term. The initial term of this Lease shall be six and one-half (6.5) months commencing on the date hereof and terminating on the date the construction of Tenant s new Juvenile Detention Center (to be located at 325 East Cincinnati Avenue, Muskogee, Oklahoma) is substantially completed and ready for occupancy together with all necessary occupancy permits and approvals no later than July 15, Rent. Tenant covenants and agrees to pay to Landlord the sum of $1.00 for the entire term of this Lease. All taxes, charges, costs and expenses that Tenant assumes or agrees to pay hereunder, together with all interest and penalties that may accrue thereon in the event of the failure of Tenant to pay those items, and all other damages, costs and expenses and sums that Landlord may suffer or incur, or that may become due, by reason of any default of Tenant or failure by Tenant to comply with the terms and conditions of this Lease shall be deemed to be additional rent, and, in the event of non-payment, Landlord shall have all the rights and remedies as hereinafter provided for failure to pay rent. 4. Real Estate Taxes and Assessments. Tenant is a governmental entity and is exempt from the payment of taxes. In the event any taxes are levied against the Premises arising from Tenant s use or occupancy of the Premises, other than Landlord s incomes taxes as Tenant agrees to pay any all real estate taxes and assessments, both general and special, levied or assessed by any lawful authority ( Taxes ), for the tax year during the term hereof against the Premises. 5. Condition of Improvements. Tenant acknowledges that it has previously owned the Premises and the improvements thereon and is familiar with all condition of the Premises. Tenant is accepting the Premises in its as is condition and acknowledges that Landlord is not furnishing nor shall be required to furnish any improvement or work of any nature whatsoever. 6. Utilities. Tenant shall pay before delinquency, at its sole cost and expense, all charges for water, gas, heat, electricity, power, telephone service, and sewer charges charged or attributable to the Premises, and all other charges for services or utilities of any kind or nature used in, upon or about the Premises by Tenant, including the cost of installing meters therefor (if required). In no event shall Landlord be liable for any interruption or failure in the supply of any utility to the Premises. 7. Use of Premises By Tenant. Tenant shall occupy and use the Premises exclusively for the purpose of operating a juvenile detention facility in compliance with all applicable state and federal law as and regulations 8. Tenant s Covenants with Respect to Occupancy. Tenant agrees to: (a) occupy the Premises in a safe and careful manner, without committing or permitting waste, and in compliance with all laws, ordinances, rules, regulations and orders of any governmental bodies having jurisdiction over the Premises, including without limitation, compliance with all Environmental Laws (as defined below) and to permit no accumulations in or about the Premises of any hazardous material, waste or toxin, pollutant, contaminant or other substance regulated by any local state or federal environmental law; (b) neither do nor keep nor allow anything to be done or kept in or about the Premises which contravenes Landlord s or Tenant s insurance policies or increases the premiums therefor; (c) keep the Premises orderly, neat, clean and free from rubbish and trash at all times and to keep any refuse in proper containers in the interior of the Premises until the same is removed, and to permit no refuse to accumulate around the exterior of the Premises; Juvenile Detention Center Lease 1

19 (d) permit no lien, notice of intention to file lien or other charges (whether arising out of work of any contractor, mechanic, laborer, or material man or any mortgage, conditional sale, security agreement or chattel mortgage or otherwise) which might be or become a lien or encumbrance or charge upon the Premises or any part thereof or the income therefrom, and to suffer no other matter or thing whereby the estate, right and interest of the Landlord in the Premises or any part thereof might be impaired; and (e) comply promptly and conform, at its own cost and expense, with all present and future laws, ordinances, rules, requirements and regulations of the federal, state, county and city governments of any and all governmental authorities or agencies affecting the Premises or its use, and to make all alterations or changes to the Premises, or any portion thereof, as may be required by any governmental authority or agency and shall comply promptly with all present and future orders, rules, regulations and directives of any governmental authority or agency. 9. Repairs; No Alterations. Landlord shall have no obligation whatsoever with regard to maintenance or repairs of the Premises. Tenant shall keep the Premises and every part thereof and any fixtures, facilities or equipment contained therein, in reasonably good condition and repair, including, but not limited to, the foundation, exterior walls, roof, the heating, air conditioning, electrical, plumbing and sewer systems, the exterior and interior doors, windows and window frames in both exterior and interior walls and all portions thereof and of all broken and cracked glass which may become necessary during the term of this Lease. Tenant shall promptly pay all costs, expenses and charges for any and all repairs, shall make such repairs in accordance with all applicable laws and building codes and in a good and workmanlike manner, and shall prevent the filing of any mechanic s lien or other liens or claims in connection with the making of such repairs. Tenant shall not make, nor permit to be made, any alterations, additions or improvements to the Premises. 10. Waiver of Claims; Insurance. (a) Waiver. Neither Landlord nor Landlord s agents or servants shall be liable, and Tenant waives all claims for damage to persons or property sustained by Tenant or any occupant of the Premises resulting from any accident occurring in or about the Premises, resulting from the disrepair of any part of the Premises, or resulting from any act or neglect of any occupant or any other person unless caused by the negligence of the Landlord, his agents, servants or employees. (b) Commercial General Liability Insurance. Tenant agrees to carry commercial general liability insurance including Broad Form General Liability Endorsement making specific reference to personal injury liability and fire legal liability endorsements. Said liability insurance shall cover the Premises and the Tenant s use thereof in companies and in a form reasonably satisfactory to Landlord. Such liability insurance shall provide for a minimum of $2,000, combined single limit coverage for all operations Said policy or policies shall name Landlord, the City of Muskogee, Muskogee Redevelopment Agency, Vector Securities Corporation and Three RP Limited Partnership as additional insureds. Tenant shall provide Landlord with a certificate of insurance together with endorsements evidencing insurance coverage as required herein prior to the date of any use or occupancy of the Premises by the Tenant. Such policy shall also bear endorsements to the effect that the insurer agrees to notify Landlord not less than 30 days in advance of any modification or cancellation thereof. (c) Property-Casualty Insurance. Landlord and Tenant acknowledge that upon the expiration or termination of this Lease, the improvements on the Premises are scheduled to be demolished. Landlord and Tenant may, but shall not be obligated to, carry property-casualty insurance policies insuring the improvements on the Premises against loss, damage or casualty in amounts as they each deem reasonably sufficient. Neither Landlord nor Tenant shall have any right to interest in or to the proceeds of such insurance of the other. Tenant agrees to carry insurance under causes of loss special form coverage against loss, damage and casualty insuring Tenant s personal property, fixtures, furniture, furnishings, special equipment, and all other items of personal property of Tenant located on or within the Premises. Landlord shall have no obligation whatsoever to reimburse Tenant for any loss, cause or damage Tenant sustains. (d) Mutual Waiver of Subrogation. Landlord and Tenant each agree to cause to be included in their respective policies of fire and extended coverage insurance the agreement of the issuer thereof that said policies shall not be invalidated by a waiver of claim by the insured against the Landlord or Tenant, as the case may be, and each will furnish evidence thereof to the other. Each party hereto does hereby remise, release and discharge the other party hereto, and any officer, agent, employee, or representative of such Juvenile Detention Center Lease 2

20 party, of and from any liability whatsoever hereafter arising from loss, damage or injury caused by fire or other casualty for which insurance (permitting waiver of liability and containing a waiver of subrogation) is carried by the injured party at the time of such loss, damage or injury to the extent of any recovery by the injured party under such insurance 11. Damage and Destruction (a) Termination/Repair. If at any time after the execution of this Lease, the Premises, or any portion thereof, should be damaged or destroyed by any casualty whether or not insured under any insurance policy, the following provisions shall govern the rights and obligations of Landlord and Tenant: (i) if the damage or destruction is to the extent of twenty-five percent (25%) or more of the then current actual cash value of the improvements so damaged (whether or not Tenant elects to pay for such repair or restoration), Landlord may elect to terminate this Lease by giving at least fifteen (15) days written notice of said election to Tenant, such notice to be given within thirty (30) days after the date of such damage or destruction; (ii) if the damage or destruction is to the extent of less than twenty-five percent (25%) of the then current actual cash value of the improvements so damaged, Tenant may elect to pay for such repair or restoration. If Tenant elects not to repair or restore the Premises, then this Lease shall terminate. (b) Disclaimer of Insurance Proceeds. Neither party shall have any interest in or claim to any portion of the proceeds of any property and casualty insurance maintained by the other hereunder. (c) Effective Termination. In the event this Lease is terminated under any of the provisions of this Section, such termination shall become effective at the time and in accordance with the respective provisions herein contained for the termination of this Lease; provided, however, that all amounts and charges on the part of Tenant to be paid hereunder shall be prorated and paid either as of the date of such damage or destruction, or as of the date Tenant ceases doing any business in, upon or from the Premises, whichever last occurs. 12. Assigning and Subletting. Tenant shall not sublet the Premises or any part thereof nor assign this Lease, or any interest therein by operation of law or otherwise. Landlord may assign this Lease to Three RP Limited Partnership, an Oklahoma limited partnership. 13. Default. (a) Events of Default. The following shall be considered for all purposes to be defaults under and breaches of this Lease: (i) any failure of Tenant to pay any amounts Tenant is obligated to pay hereunder within five (5) days after receipt of written notice from Landlord; (ii) any failure by Tenant to perform or observe any other of the terms, provisions, conditions and covenants of this Lease for more than ten days after written notice of such failure; (iii) Tenant does anything upon or in connection with the Premises which directly or indirectly interferes in any way with construction activities on the property adjacent to the Premises; or (iv) if Tenant abandons or vacates or does not do business in the Premises for ten (10) consecutive days. (b) Remedies. In any such event, and without further grace period, demand or notice (the same being hereby waived by Tenant), Landlord, in addition to all other rights or remedies it may have, shall have the right thereupon or at any time thereafter to terminate this Lease and take possession of the Premises by giving notice to Tenant stating the date upon which such termination shall be effective, and shall have the right, either before or after any such termination, to re-enter and take possession of the Premises, remove all persons and property from the Premises, store such property at Tenant s expense, and sell such property if necessary to satisfy any deficiency in payments by Tenant as required hereunder, all without being deemed guilty of trespass or becoming liable for any loss or damage occasioned thereby. (c) Waiver of Rights of Redemption. To the extent permitted by law, Tenant waives any and all rights of redemption granted by or under any present or future laws if Tenant is evicted or dispossessed for any cause, or if Landlord obtains possession of the Premises due to Tenant s default hereunder or otherwise (d) Cumulative Rights. The rights and remedies of Landlord under this Lease shall be cumulative and the exercise of any of them shall not be exclusive of any other right or remedy provided by this Lease or allowed by law. (e) Landlord s Right to Perform. Landlord shall have the right, but not the obligation, at any time after any applicable default by Tenant in the performance of Tenant s obligations pursuant this Lease, to make any payment or perform any act otherwise required of Tenant, and in exercising such right, to incur Juvenile Detention Center Lease 3

21 necessary and incidental costs and expenses, including reasonable attorney fees. The exercise of this right shall not constitute a satisfaction of any of Tenant s obligations or a waiver of any default. All payments made and all costs and expenses incurred in connection with any exercise of such right shall be immediately reimbursed by Tenant to Landlord, and all such payments, costs and expenses shall be deemed additional rent pursuant to this Lease. 14. Notices. Whenever in this Lease it shall be required or permitted that notice be given by either party hereto to the other, such notice shall be forwarded by certified mail addressed as follows: To Landlord: To Tenant: Urban Renewal Authority City of Muskogee Attn. Roy D. Tucker, City Attorney 229 W Okmulgee Ave Muskogee OK Board of County Commissioners of Muskogee County Attn. Orvil Loge, District Attorney 220 State Street #1, Muskogee, OK or at such other address specified in writing by either party. It is further agreed that either of the parties hereto will promptly submit a copy of any notice received by such party from any third party affecting the rights of either party under this Lease. 15. Mortgage Subordination. This Lease shall be subject and subordinate to any new mortgage or mortgages placed on the Premises by the Landlord, or to any renewal, replacement or extension of any existing mortgage or mortgages or of any new mortgage or mortgages. Landlord agrees to obtain from the mortgagee of each such mortgage an agreement under which such mortgagee agrees to recognize this Lease in the event of foreclosure if the Tenant is not then in default, so long as the Tenant observes and performs all of the obligations, provisions, covenants, and conditions required of the Tenant by this Lease. In order to confirm this Lease s subordination, the Tenant hereby covenants and agrees that it will, at the time of the placing of any such new mortgage or mortgages, or at the time of the renewal, replacement or extension of any existing mortgage or mortgages or of any new mortgage or mortgages, execute and deliver any further instrument subordinating this Lease to any such new mortgage or mortgages or any renewals, replacements or extensions of any existing mortgage or mortgages or any new mortgage or mortgages upon the request of the Landlord. 16. Estoppel Certificates and Attornment. (a) Certificate. Within ten (10) days after Landlord s request Tenant shall deliver, executed in recordable form, a declaration to any person designated by Landlord: (l) ratifying this lease; (2) stating the Commencement and termination dates; and (3) certifying (a) that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended (except by such writing as shall be stated), (b) that all conditions under this Lease to be performed by Landlord have been satisfied (stating exceptions, if any), (c) no defenses or offsets against the enforcement of this Lease by Landlord exist (or stating those claimed), (d) advance rent, if any paid by Tenant, (e) the date to which rent has been paid, (f) the amount of security deposited with Landlord, and (4) provide recent financial statements of the Tenant, and such other information as Landlord reasonably requires. Persons receiving such statements shall be entitled to rely upon them. (b) Attornment. Tenant shall, in the event of a sale or assignment of Landlord s interest in the Premises or the building in which the Premises are located or this Lease, or if the Premises or such building comes into the hands of a mortgagee, ground lessor or any other person whether because of a mortgage foreclosure, exercise of a power of sale under a mortgage, termination of the ground lease, or otherwise, attorn to the purchaser or such mortgagee or other person and recognize the same as Landlord hereunder. Tenant shall execute, at Landlord s request any attornment agreement required by any mortgagee, ground lessor or other such person to be executed, containing such provisions as such mortgagee, ground lessor or other person requires. Juvenile Detention Center Lease 4

22 17. Miscellaneous Provisions. (a) Waiver. No waiver of any condition or legal right or remedy shall be implied by the failure of Landlord to declare a forfeiture, or for any other reason, and no waiver of any condition or covenant shall be valid unless it be in writing signed by Landlord. No waiver of a breach of any condition be claimed or pleaded to excuse a future breach of the same condition or covenant. (b) Lease Inures to Benefit of Assignees. This Lease and all the covenants, provisions and conditions herein contained shall inure to the benefit of and be binding upon the successors and assigns, respectively, of the parties hereto, provided, however, that no assignments by, from, through or under Tenant in violation of the provisions hereof shall vest in the assigns any right, title or interest whatever. (c) Amendment. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by them. (d) Surrender and Holding Over. Tenant shall deliver up and surrender to Landlord possession of the Premises upon the expiration of the Lease, or its termination in any way, in as good condition and repair as the same shall be at the commencement of said term (damage by fire and other perils covered by standard fire and extended coverage insurance and ordinary wear and decay excepted). All fixtures, furniture, furnishings and personal property of Tenant shall remain the property of Tenant and shall be removed upon the expiration or termination of this Lease. Should Tenant remain in possession of the Premises after any termination of this Lease, no tenancy or interest in the Premises shall result therefrom but such holding over shall be an unlawful detainer and such parties shall be subject to immediate eviction and removal. (e) Severability. In the event that any provision or section of this Lease is rendered invalid by the decision of any court or by the enactment of any law, ordinance or regulation, such provision of this Lease shall be deemed to have never been included therein and the balance of this Lease shall continue in effect in accordance with its terms. (f) Applicable Law. This Lease and the rights and obligations of the parties arising hereunder shall be construed in accordance with the laws of the State of Oklahoma. (g) Cooperation with Landlord s Mortgagee. In the event Landlord desires to maintain or obtain mortgage financing and Landlord s mortgagee(s) request modifications or amendments to this Lease, then Tenant, on demand, agrees to execute such modifications or amendments as may be required by such mortgagee or mortgagees. Notwithstanding the foregoing, Tenant shall not be required to execute any modification or amendment to this Lease which shall modify the provisions of the Lease relating to the amount of rent or additional rent, size and location of the Premises, the duration of the term of this Lease, or which otherwise materially increases Tenant s burdens or decreases Tenant s benefits hereunder. (h) Liability of Landlord. If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord s part to be performed and, as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levy thereon against the right, title and interest of Landlord in the Premises as the same may then be encumbered and neither Landlord nor if Landlord be a partnership, any of the partners comprising such partnership shall be liable for any deficiency. It is understood that in no event shall Tenant have any right to levy execution against any property of Landlord other than its interest in the Premises as hereinbefore expressly provided. (i) Force Majeure. If either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure material, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reason of a like nature not the fault of the party delayed in performing work or doing acts required under this Lease, the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. Notwithstanding the foregoing, the provisions of this Section shall at no time operate to excuse Tenant from any obligations for payment of rent, additional rent or any other payments required by the terms of this Lease when the same are due, and all such accounts shall be paid when due. (j) Recording. At the request of either party, a memorandum of this Lease will be executed by the parties for the purpose of recording. Juvenile Detention Center Lease 5

23 (k) Attorney s Fees. In the event of any action or proceeding brought by either party against the other under this Lease, the prevailing party shall be entitled to recover all costs and expenses including reasonable attorneys fees. Tenant shall pay upon demand all Landlord s costs, charges, and expenses, including the fees of counsel, agents and others retained by the Landlord, incurred by Landlord in any litigation in which the Landlord, without the Landlord s fault, becomes involved or concerned by reason of the existence of this Lease or the relationships hereunder of the Landlord and the Tenant. (l) No Presumption. Should any provision of this Lease require judicial interpretation, it is agreed that the Court interpreting or construing the same, shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the person who himself of through his agent prepared the same, it being understood and agreed that both parties have participated in the preparation hereof. (m) Authority. Tenant agrees that if it is executing this Lease in a capacity other than individually, that the execution and delivery of this Lease has been duly authorized and the officers or partners who are executing this Lease have the full power, authority and right to do so, and that such execution is sufficient and legally binding on Tenant to enable the Lease to be enforceable in accordance with its terms. (n) Electronic and Counterpart Execution. This Lease may be executed in several counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same agreement. This Lease and any subsequent amendments may be executed and delivered by any party by facsimile or transmission (in pdf format) and any document so executed and delivered shall be considered an original for all purposes [The remainder of this page is blank. Signature pages follow.] Juvenile Detention Center Lease 6

24 IN WITNESS WHEREOF, Landlord and Tenant have signed and sealed this Lease as of the day and year first above written. TENANT BOARD OF COUNTY COMMISSIONERS FOR MUSKOGEE COUNTY ATTEST: Stephen Wright, Chairman Dianna Cope, County Clerk (seal) Approved as to form and legality this day of January, Orvil Loge, District Attorney LANDLORD URBAN RENEWAL AUTHORITY ATTEST: Darrell Russell, Chairman Robert Goolsby, Secretary (seal) Approved as to form and legality this day of January, Roy D. Tucker, Attorney for the Authority Juvenile Detention Center Lease 7

25 EXHIBIT A Legal Description of the Premises Lots 1 through 6 both inclusive in Block 1 and the East half of alley adjacent to Lots 1 through 6, both inclusive, in Block 1 and all of Lots 27 through 32, both inclusive, in Block 1 and the West half of alley adjacent to Lots 27 through 32, both inclusive, in Block 1 and the East half of 7th Street adjacent to Lots 27 through 32, both inclusive, in Block 1 all in REEVES ADDITION No.2, an addition to Muskogee, Muskogee County, Oklahoma. Juvenile Detention Center Lease 8

26 Urban Renewal Authority. Meeting Date: 01/26/2015 Submitted For: Roy Tucker, City Attorney Initiator: Roy Tucker, City Attorney Department: City Attorney Staff Information Source: City Attorney AGENDA ITEM TITLE: Information Consider approval of a Resolution Of The City Of Muskogee Urban Renewal Authority Authorizing The Issuance Of A Note, Series 2015-A In The Aggregate Principal Amount Of Four Million Dollars ($4,000,000) To Acquire Certain Necessary Real Property In The Urban Renewal Area; Waiving Competitive Bidding And Authorizing The Execution Of A Note Securing The Same To Be Repaid In And From The Sale Of The Same Property And/Or Proceeds From Tax Increment District No. 3; Authorizing The Same To Be Sold Directly To The City Of Muskogee Foundation; And Granting Authority To The Chairman For Non-Substantive Amendments; Authorizing The Issuance And Securing The Payment Of The Note; Providing That The Organizational Document Creating The Authority Is Subject To The Provisions Of The Indenture; Authorizing And Directing The Execution Of Other Documents Relating To The Transaction; Subject To Approval Of The City Of Muskogee, or take other necessary action. (Roy D. Tucker) BACKGROUND: This is the Note and loan agreement to be issued by the Authority in the amount of $4,000,000 to be used to acquire property within the Urban Renewal Area. It is anticipated that the property acquired will be sold for redevelopment and the proceeds used to pay the interest and principle of the loan. Additional funds from Tax Increment District No. 3 may also be used; however, such proceeds will be subordinate to Note Series 2014 issued by the MRA. RECOMMENDED ACTION: Approve the Resolution.