Meeting today in front of you uh on the agenda is item two, which is consider discuss approved, men revisor reject a memorandum of memorandum of understanding.

I don't know why I'm struggling with that today, related to a proposed purchase and sale of Tao's North Garage, South Garage, and the Williams Center Green.

As you will remember, we've had some conversation about this, and I think each of you has been provided with the MOA or MOU and uh Eric I think has made some some substantial review of that document.

Renita, Eric, anything that you want us to know about this particular item?

We condense this uh substantially uh especially with respect to the lease provisions, just simply said that we will sell the green.

Uh if we're not able to come to terms on an agreement uh with respect to that, we will agree then to negotiate a lease.

I've just let the terms out as far as the sale of the uh north and south garages.

Uh we have agreed to sell, we have agreed to negotiate purchase and sale agreement, but provided we're not able to negotiate a purchase and sale agreement.

We're not bound.

So everything hinges on the definitive agreement that will be negotiated once this MOU is in place.

Renita, I mean I think that that's really it.

I think this allows us to explore the sale.

Um, but if we're not able to get fair market value, um there's nothing in this that's gonna force us to, and I just want to everyone to remember that.

Okay.

Well, yeah, so I mean, and that's that's more of a Williams question than an us question, but they are looking at the Jazz Depot and the parking lot as well.

So that's not our six as well.

Yeah.

So yeah, that's why I don't want to speak to it.

Um just because my limited knowledge of what they're thinking for that area, but overall they're looking at um around $50 million of investment in the close proximity of the headquarters over the next one to three years.

That include the purchase price or no, okay.

I'm sorry, I wasn't, I missed the last meeting, so if you all know the answer, and I'm the only one who doesn't, I'm sorry.

Do we have an idea what their grand vision for all of this is?

Yeah, so um I know Eric can speak to this as well, but what I understand is that um they are looking to make a just a substantial investment in downtown and part of that is the intention of attracting and retaining talent.

So they're looking to make an entire campus-like feel um for employees.

I think they're looking to bring about the last number I heard was around a thousand employees into the area, and so they're making a substantial donation into the PAC.

They are um redoing the um parking lots that they currently have just to the west of the building and northwest.

Um and so they want it to be a cohesively designed area.

Um so on the on the south and north side of the building.

As far as the green itself, um, that will be continue to be a public access um spot, but they're gonna have the ability to kind of close off um a portion of it for private use.

So a lot of it is to kind of just anchor them here in Tulsa, um, be symbolic of their investment here and make sure that they continue to grow.

Am I missing anything here?

No, that's it.

That's it.

I have another questions.

Yeah.

And again, I apologize if I'm going over old territory, but um I have two questions about the um charitable donation to the PAC.

My first question is, is that all above board and and uh kosher and that they're giving us a gift in order for us to induce us to make a sales transaction to them without it being open to public bidding or anything like that.

I just that's yeah, that's a separate conversation between them and the PAC.

And um while we it is a joint multi-stakeholder.

Well, we'll be a party to it, and if it's illegal, we'll all be individually as much in trouble as the PAC, that's why I'm asking.

Okay, that's the question.

Part of the issue is it's it's not to induce the sale of anything from TAO.

It's just part of a partnership of these all these things will happen as a result of this MOU itself.

So it's not a quit pro quo kind of thing.

Okay.

Separate action isn't a part of a bigger MOU altogether.

Well, TAO is not, does not have any statutory obligation or any obligation under the indenture uh to undertake any type of competitive process in the disposal of its assets, but I'm not I don't I haven't been a party to the discussion, so I couldn't tell you whether there is a quid pro quo or not.

Uh the memorandum of understanding is pretty much speaks for itself.

There are multiple moving parts with different players and different properties involved, and as I had understood, uh all of these are are necessary in order to move forward with the grand design.

So but but the fact that this is non-binding and is subject to definitive agreements, right?

We would be able to vet all Craig's questions uh in due course as we negotiate.

Yeah, I mean, as it relates to what we've agreed to sell the properties if we're able to negotiate the terms of the definitive agreement.

Right.

So we're not going to be negotiating whether to sell, but on what terms, and I think that's the only that's the only issue here is uh an obligation to negotiate in good faith to the the terms of the sale.

Okay, but I will say the not who we're selling to or whether it's going to be sold, assuming we can negotiate and agree upon terms.

I was gonna say that any donation to the PAC didn't factor into our decision making separately with the little house.

Okay, I I get that.

I just want to make sure the whole transaction is not going to be questioned by a bunch of lawyers later.

Well I think we're not on you, right?

You know about those lawyers, of course.

Um I guess you know there's been a discussion going on for years about the PAC wanting to take over some of the green.

I guess if we do this, that doesn't that won't just won't be our problem anymore.

Not our circuits anymore.

And um I had one other question about the uh uh the memorandum.

It calls for the cancellation of the service agreement with American parking and two garages, and just is our agreement with American parking at will that we're entitled to terminate that, or is that or is it this certainly won't come up before we uh the new fiscal year?

Do we need to renegotiate a new?

And I just I'll push it to Nia on that on navigating that process.

So right now we're about to enter into our fifth year of uh renewal term with American parking.

Um we do I want to say it's a 60-day termination uh option, so at any point within the agreement, yes, we can just give them a don't want us to agree to some of it.

Absolutely, legally obligated not to do.

That's all I had.

I won't say this.

This is very interesting to me.

The the South Garage came to us from Williams and the North Garage.

So we're going full circle here.

Um there's a lot of history with Williams in these properties.

I'm gonna vote for it.

And I think it's uh it is uh I think Williams has been very, very good to the city of Tulsa.

Um this sounds like it would be good for everyone.

Absolutely.

Great.

As long as the lawyers don't get involved.

There are enough of us in this room.

There's just a few in the room.

That's some terms I will bring up because all the lawyers in the house.

Are there other questions on item two?

If not, is there a motion on item two on our agenda?

Move to approve.

Second.

Motion and a second on item two.

I should you call the roll for us, please.

Yes, sir.

Abraham some?

Yes.

Yes.

Andy McMillan.

Yes.

Steve Mitchell.

Yes.

Joan Parkers.

Yes.

Katie Flahke.

Yes.

Aaron Parsley.

Yes.

So Relson.

Yes.

All right.

The trustees.

There is no other business on our agenda.

And uh since it's a special meeting, we can't introduce any.

So without objection, we are adjourned.

Right on time.

Thank you all so much.