We demonstrate a free-running 3-GHz slab-coupled optical waveguide (SCOW) optoelectronic oscillator (OEO) with low phase-noise (<-120 dBc/Hz at 1-kHz offset) and ultra-low sidemode spurs. These sidemodes are indistinguishable from noise on a spectrum analyzer measurement (>88 dB down from carrier). The SCOW-OEO uses high-power low-noise SCOW components in a single-loop cavity employing 1.5-km delay. The noise properties of our SCOW external-cavity laser (SCOWECL) and SCOW photodiode (SCOWPD) are characterized and shown to be suitable for generation of high spectral purity microwave tones. Through comparisons made with SCOW-OEO topologies employing amplification, we observe the sidemode levels to be degraded by any amplifiers (optical or RF) introduced within the OEO cavity.