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D. Kenyon Williams, Jr. 521 East 2nd Street, Suite 1200 Tulsa, OK 74120-1855 Direct Dial: (918) 594-0519 kwilliams@hallestill.com March 5, 2024 Ben Loring, City Attorney City of Miami PO Box 1288 Miami, OK 74355 Re: Enforceability of Restrictive Covenants in May 6, 1968 Warranty Deed Dear Ben: At your request on behalf of the City of Miami, Oklahoma, I have reviewed the following: 1. A partial copy of the July 29, 1965 Urban Renewal Plan for the Redevelopment of the Miami Down Town Urban Renewal Area, which was filed of record in Book 300, at Pages 854 – 906 of the land records of the Ottawa County Clerk’s office. 2. A Warranty Deed executed on May 6, 1968 by the Miami Urban Renewal Authority, a public body corporate (“MURA” or “Agency”), as grantor, in favor of the City of Miami, Oklahoma (“Miami” or “Public Body”), which was filed of record in Book 313, at Pages 47 – 50 of the land records of the Ottawa County Clerk’s office. The issue that is under review is: Whether a specific restrictive covenant set forth in the Warranty Deed is currently enforceable? The language of the specific restrictive covenant is found in SEC. 2(a), (d) and (e) of the Warranty Deed, as follows (Red emphasis added): “The Public Body agrees for itself, its successors, and assigns and every successor in interest to the property, or any part thereof, that it shall: (a) Devote the property to, and only to and in accordance with, the uses specified in Section 8 of the Urban Renewal Plan, as the same may hereafter be amended and extended from time to time: … (d) It is intended and agreed, that the agreements and covenants provided herein shall be covenants running with the land and that they shall, in any event, and without regard to technical classification or designation, legal or otherwise, and except only as otherwise specifically provided, be to the fullest extent permitted by law and equity, binding for the benefit and in favor of, and enforceable by, the Agency, its successors and assigns, …, against the Public Body, its successors and assigns and every successor in interest to the property or any part thereof or any interest therein, and any party in possession or occupancy of the property or any part thereof. It is further in tended (sic) Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C. Tulsa, OK ● Oklahoma City, OK ● Northwest Arkansas ● Denver, CO www.hallestill.com Ben Loring March 5, 2024 Page 2 and agreed that the agreement and covenant provided in (a) in subdivision (a) of Section 2 shall remain in effect until July 1, 2005, (at which time such agreement and covenant shall terminate, … (e) In amplification, and not in restriction, it is intended and agreed that the Agency shall be deemed a beneficiary of the agreements and covenants provided in Section 2, … both for and in their or its own right and also for the purpose of protecting the interest of the community and the other parties, public or private, in whose favor of for whose benefit such agreements and covenants (sic) have been provided. Such agreements and covenants shall run in favor of the Agency …. For the entire period during which such agreements and covenants shall be in force, without regard to whether the Agency … is or has been an owner of any land or interest therein to, or in favor of, which such agreements relate. The Agency shall have the right, in the event of any breach of any such agreement or covenant, …, to exercise all the rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breach of agreement or covenant, to which it or any other beneficiaries of such agreement or covenant may be entitled.” Relevant language of the Urban Renewal Plan are as follows (Red emphasis added): Section 1.02 Persons affected. All persons or corporations who now or shall hereafter acquire any interest in the above described area shall be encouraged to voluntarily agree and covenant with the Authority and their successors and assigns to conform and observe the following covenants, standards and stipulations as to the use thereof and the construction of improvements thereon. Section 8.01 Use: The use of property shall be limited to public parking lots as designated on the Exhibit, PROPOSED LAND USE, URP-2. Conclusion Based upon my interpretation of the documents reviewed, I find the following: • The Warranty Deed SEC. 2(a) restrictive covenant required use of the Warranty Deed property as public parking. However, the Warranty Deed SEC. 2(d) states that the restrictive covenant set forth in SEC. 2(a) terminated on July 1, 2005; • The Warranty Deed Sec. 1(b) states that the MURA has standing to enforce the agreements and covenants. Expired provisions of the Warranty Deed cannot be enforced. The only restrictive covenant that has not expired is set forth in SEC. 2(c) regarding discrimination in the sale, lease, or rental or use or occupancy of property or improvements thereon. Arguably both MURA and the United States have standing to enforce the restrictive covenant preventing discrimination;