Appendix I. TRUST INDENTURE VIETNAM VETERANS MEMORIAL TRUST (SECTIONS 2000 AND 2001)

("Exhibit A" in Ord. No. 16978)

KNOW ALL MEN BY THESE PRESENTS:

This Trust Indenture, dated this 8th day of April, 1988, by Vietnam Veterans of America, Chapter 216, hereinafter referred to as Trustor; and the Trustees selected as hereinafter provided, and their respective successors in office, to be known as the Trustees of the Vietnam Veterans Memorial Trust, who shall be Trustees of the Trust of herein set out and hereinafter referred to as "Trustees".

WITNESSETH:

That in consideration of the payment by Trustor to the Trustees of the sum of One Hundred Dollars ($100.00); receipt on which is hereby acknowledged and of the mutual covenants herein set forth, the said Trustees agree to hold, manage, invest, assign, convey, lease and distribute, as herein provided, authorized and directed, such property as Trustor, or others, may from time to time assign, transfer, lease, convey, give, bequeath, devise or deliver unto this Trust or the Trustees hereof.

TO HAVE AND TO HOLD such property and the proceeds, rents profits and increases thereof unto said Trustees, and said Trustee's successors and assigns, but nevertheless in trust, for the use and benefit of the City of Tulsa, Oklahoma, hereby designated as the Beneficiaries of this Trust and hereinafter referred to as the "Beneficiary", and upon the following Trust, terms and conditions herein stated.

ARTICLE I
Creation of Trust

The undersigned Trustor creates and establishes a Trust for the use and benefit of the Beneficiary, and for the public purposes hereinafter set forth, under the provisions of Title 60, Oklahoma Statues (sic), 1971, Section 176 et seq., the Oklahoma Trust Act and other applicable Statues (sic) of the State of Oklahoma, as amended.

ARTICLE II

The name of this Trust shall be the Vietnam Veterans Memorial Trust, hereinafter referred to as the "Trust". The Trustees shall conduct all business and execute all instruments and otherwise perform the duties and functions required in the execution of this Trust.

ARTICLE III
Purpose of Trust

The purposes of this Trust are:

1.

To develop and maintain within the corporate limits of the City of Tulsa, Oklahoma, a memorial park dedicated to those who died in the Vietnam War, those still missing and unaccounted for, those who served and those who waited at home.

2.

To hold, maintain and administer any leasehold rights, in and to physical properties demised to the Beneficiary or to the Trust Estate and comply with the terms and conditions of any such lease.

3.

To acquire by lease, purchase or otherwise, and to plan, establish, develop, construct, enlarge, improve, maintain, equip, operate and regulate any and all property, real, personal or mixed, designated or needful for utilization in the furnishing and providing services in connection with the Vietnam Veterans Memorial Park and to dispose of, sell, rent or otherwise make provisions for properties owned by the Trust but no longer needful for Trust purposes.

4.

To lease, rent, furnish or provide such property, buildings, improvements and facilities for use by the Untied States of America, the State of Oklahoma, or the Beneficiary, or for the use of corporations, individuals or associations, upon such terms as the Trustees may deem suitable; and to relinquish, rent dispose of or otherwise make provision for properties owned or controlled by the Trust but no longer needed for Trust purposes.

5.

To enter into contracts with the City of Tulsa and other parties to carry out the purposes of this Trust.

6.

To provide funds for the cost of financing, acquiring, constructing, purchasing, equipping, maintaining, repairing, improving, enlarging, remodeling, holding of said services, operating and administering any and all of the aforesaid facilities or any or all services, utilities, buildings, facilities and all property, real, personal or mixed, needful for exercising and fulfilling the Trust purposes as set out in this Indenture and all other charges, costs and expenses necessarily incurred in connection therewith.

7.

To expend all funds coming into the hands of the Trustees as revenue or otherwise for the payment of any indebtedness incurred by the Trustees for purposes specified herein, and in the payment of the aforesaid costs and expenses and in payment of any other obligation properly chargeable against the Trust Estate or to distribute the residue and remainder of such funds to the beneficiary as hereinafter set forth, which said funds, together with all Trust property, assets, profits and net revenues are irrevocably dedicated to the Beneficiary.

ARTICLE IV
Duration of Trust

This Trust shall have duration for the term of duration of the Beneficiary or until such time as its purposes shall have been fulfilled, or until it shall be terminated as hereinafter provided.

ARTICLE V
The Trust Estate

The Trust Estate shall consist of:

1.

The funds and property presently in the hands of the Trustees, including the consideration, as hereinabove recited.

2.

Any and all leasehold rights, demised to the Trust for the purposes of this Trust, including such as may be demised to the Trust by the Beneficiary, as authorized and empowered by law.

3.

Any and all improvements that may be constructed by, or in behalf of, the Trustees upon any property owned by or leased to said Trustees.

4.

Any and all improvements that may be constructed by, or in behalf of, the City upon any property owned by the said City and County and leased to said Trustees.

5.

Any and all money, property, real, personal, or mixed, rights, chooses (sic) in action, contracts, leases, privileges, immunities, licenses, franchises, benefits and all other things of value coming into the possession of the Trustees, pursuant to the provisions of this Indenture.

ARTICLE VI
The Trustees

1.

There shall be a total of ten (10) Trustees of this Trust:

(a)

The Mayor and Water and Sewer Commissioner of the City of Tulsa, whoever they may be, shall be Trustees during their incumbencies and shall serve until their successors as Mayor and Water and Sewer Commissioner have been duly elected and qualified.

(b)

The President and Vice-President of Chapter 216, Vietnam Veterans of America, whoever they may be, shall be Trustees during their terms of office and shall serve until their successors have been duly elected and qualified.

(c)

There shall be three (3) Trustees appointed by the Mayor of the City of Tulsa, subject to the approval of the Board of Commissioners: said Trustees shall serve staggered terms as set forth below:

1.

John Fischer, Tulsa, Oklahoma, shall be a Trustee for a term of three (3) years on the date of the Indenture.

2.

Stafford G. Davis, Tulsa, Oklahoma, shall be a Trustee for a term of one (1) year commencing on the date of this Indenture.

3.

Amadeo Richardson, Tulsa, Oklahoma, shall be a Trustee for a term of two (2) years commencing on the date of this Indenture.

(d)

Successors to these Trustees shall be approved by the Mayor, subject to approval by the Board of Commissioners of the City of Tulsa. Each successor shall serve a term of two (2) years. Vacancies occurring other than through the expiration of a term shall be filled for the unexpired terms in the same manner as that provided for the appointment as a successor Trustee.

(e)

There shall be three (3) Trustees appointed by the President of Vietnam Veterans of America, Chapter 261, with approval of the Board of Directors; said Trustees shall serve staggered terms as set forth below:

1.

Paul Rauscher, Tulsa, Oklahoma, shall be a Trustee for a term of one (1) year commencing on the date of this Indenture.

2.

L.A. "Quantrill" Page, Tulsa, Oklahoma, shall be a Trustee for a period of two (2) years commencing on the date of this Indenture.

3.

Frank Friedl, Tulsa, Oklahoma, shall be a Trustee for a period of three (3) years commencing on the date of this Indenture.

(f)

Successors to these Trustees shall be appointed by the President of Vietnam Veterans of America, Chapter 216 with approval of the Board of Directors. Each successor shall serve a term of two (2) years. Vacancies occurring other than through the expiration terms in the same manner as that provided for the appointment as a successor Trustee.

2.

All Trustees appointed hereunder shall qualify by a written acceptance of all the terms of this instrument, duly acknowledged and signed in the same manner and in the same places that this instrument is acknowledged and filed. All Trustees, permanent and temporary, before assuming the powers and duties as such, also shall subscribe and file such oaths as shall be required by law for public officers of the State of Oklahoma.

3.

The Trustees shall elect annually, by majority vote, a Chairman of the Board of Trustees, who shall preside at all meetings and perform other duties designated by the Trustee. The Trustees shall designate the time and place of all regular meetings. All actions by the Trustees pursuant to the provision of this Indenture shall be approved by the affirmative vote of at least a majority of the Trustees qualified to act as such under the provisions of this Indenture. The Trustees shall elect one or more of their members to be Vice-Chairman, who shall act in the place of the Chairman during the latter's absence or incapacity to act or serve.

4.

The Trustees shall elect a Secretary of the Trustees who may or may not be a Trustee. The Secretary shall keep minutes of all meetings of the Trustees. All such minutes, books and records to be on file in the principal office of the Authority, which said office shall be in the City of Tulsa, Oklahoma, or in such other place within the State of Oklahoma as the Trustees may designate. This Authority may also have offices at such other places within the State of Oklahoma as the Trustees may designate. All meetings of the Trustees shall be open to the public, and the books, records and minutes of the Trustees shall be considered as public records and available for inspection at all reasonable times by any interested person or persons.

5.

The Trustees shall elect a Treasurer of the Trustees who may or may not be a Trustee, and who shall maintain complete and accurate records of all their financial transactions.

6.

The Trustees may appoint an Executive Director for the Trust and may employ such other clerical, professional, legal and technical assistance as may be deemed necessary in the discretion of the Trustees to properly operate the business of the Trust, and may fix their duties, terms of employment and compensation. In the event an Executive Director for the Trust is appointed by the Trustees, the said Executive Director shall administer the business of the Trust as directed from time to time by the Trustees.

7.

Upon each change of personnel of the Trustees hereunder, the Chairman of the Board of Trustees shall cause to be filed in the office of the County Clerk of Tulsa County, a certificate of the entire personnel of the Board of Trustees of the Trust.

8.

The Trustees shall be, during their terms, subject to removal only by action of the District Court of Tulsa County, for cause shown, including incompetence, neglect of duty, or malfeasance in office.

9.

The Trustees, the City, or any agency thereof, shall not be charged personally with any liability whatsoever by reason of any act of omission committed or suffered in good faith or in the exercise of their honest discretion in the performance of such Trust or in the operation of the Trustee Estate; but any act or liability for any omission or obligation of the Trustees in the execution of such Trust, or in the operation of the Trust Estate shall extend to the whole of the Trust Estate or so much thereof as may be necessary to discharge such liability or obligation.

10.

No Trustee or Trustees shall have the power or authority to bind or obligate any other Trustee, or the Beneficiary in his or its capacity, nor can the Beneficiary bind or obligate the Trust or any individual Trustee.

11.

No Trustee shall be paid any compensation of any kind for his services as Trustee, except that each such Trustee shall be reimbursed for actual expenses incurred in the performance of his duties as Trustee.

ARTICLE VII
Powers and Duties of the Trustees

Subject to the provisions and limitations otherwise provided in this Indenture, the Trustees shall have, in addition to the usual powers incident to their office, and the powers granted to them in other parts of this Trust Indenture, the following rights, powers, duties, authority, discretion and privileges, all of which may be exercised by them without any order or authority from any court or legislative body except as herein provided:

1.

To accept by gift, devise or bequest or to purchase, lease, or otherwise acquire property, real, personal or mixed, franchises, contracts, leases, rights, privileges, benefits, chooses (sic) in action, or other things of value and to pay for the same in cash, or other evidences of indebtedness or otherwise; provided, however, that all acquisitions and purchases of land or real property by lease, purchase or otherwise, shall be subject to the approval of the beneficiary.

2.

To enter into contracts for the acquisition and construction of property, buildings and facilities authorized to be acquired and constructed pursuant to the terms of this Indenture.

3.

To employ such architectural and engineering firm or firms as the Trustees deem necessary to prepare such preliminary and detailed studies, plans, specifications, cost estimates and feasibility reports as are required in the opinion of the Trustees. The cost of such engineering and architectural work shall be paid out of Trust funds as the Trustees may determine to be available therefor.

4.

To make and change investments; to convert real into personal property and vice versa; to lease, improve, exchange or sell, at public or private sale, upon such terms as they deem advisable, any or all of the property in the Trust, real or personal; to purchase property from any person, firm or corporation, and lease land and other property to and from the Beneficiary, and construct, improve, repair, remodel and equip buildings and facilities thereon and to operate or lease or rent the same to individuals, partnerships, associates, corporations and others, including the United States of America or the State of Oklahoma and agencies or authorities of the United States of America, or of the State of Oklahoma, or of any political subdivision thereof, as well as the Beneficiary hereof, and to do all things provided for in Article III of this Indenture, and procure funds necessary for such purpose by the rentals, income, receipts and profits from the personal property, buildings and facilities owned or otherwise acquired, leased or controlled by trustee, or from any other revenue associated with the ownership, operation or control of the property of the Trust to lease or sublease any property of the Trust or of which the Trustees may become the owners or lessees; to collect and/or receive for and disburse and/or pay to the Beneficiary such voluntary contributions as are or may be made for public purposes under such contractual arrangements as the Trustees may enter into with any person, firm, corporation or entity with respect to any property, whether real, personal or mixed; and to otherwise exercise any and all rights and powers which a trust organized and created pursuant to Title 70, Oklahoma Statues, Sections 176, et seq., as amended, may not or hereafter exercise.

5.

To fix, demand, and collect charges, rentals and fees for the property, buildings and facilities of the Trust; to discontinue furnishings of properties, buildings and facilities to any person, firm or corporation, or public instrumentality, delinquent in the payment of any indebtedness to the Trust; to purchase and sell such supplies, goods and commodities as are incident to the operation of its properties.

6.

To make and perform contracts of every kind, including management contracts, with any person, firm, corporation, association, trusteeship, municipality, county, state or federal government or any agency thereof. To collect and receive any property, money, rents, or income of any sort and distribute the same or any portion thereof for the furtherance of the authorized Trust purposes set out herein.

7.

To select depositories for the funds and securities of this Trust.

8.

To compromise any debts or claims of or against the Trust and to adjust any dispute in relation to such debts or claims by arbitration or otherwise and pay any debts or claims against the Trust upon any evidence that seems to the Trustees to be sufficient. The Trustees may bring any suit or action which in their judgment is necessary or proper to protect the interest of the Trust, or to enforce any claim, demand, or contract for the Trust; and they shall defend, in their discretion, any suit against the Trust, Trustees, employees, agents or servants thereof. They may compromise and settle any suit or action and discharge the same out of the Trust Estate, together with court costs and attorneys' fees. All such expenditures shall be treated as expenses of executing this Trust.

9.

To do all other acts, in their judgment, necessary or desirable for the proper and advantageous management, investment and distribution of the Trust Estate and income therefrom.

10.

To contract for the furnishing of any services or for the performance of any duties that they may deem necessary or proper, and pay for the same as they see fit; but in any case, said Trustees shall provide for an annual audit of the Trust property and operations, by an independent auditor, one copy each of which shall be filed with the Mayor and Auditor of the City, and one copy of which shall be filed with the Board of Commissioners of Tulsa County, Oklahoma, and one copy shall be filed with the State Examiner and Inspector of Oklahoma, pursuant to the Oklahoma Public Trust Act. Provided, however, that the City may order an audit of the Trust property and its operations at any time by Certified Public Accountants, a Certified Municipal Accountant or a licensed public accountant at the expense of the Authority and such audit shall be filed as hereinbefore provided.

11.

To issue bonds, notes, Security Agreements, or other obligations as may be necessary or desireable to carry out the purposes of the Trust, and to secure the payment of such obligations by the pledge of all or any part of the rents and income of the Trust.

12.

No purchaser at any sale or lessee under a lease made by the Trustees shall be bound to inquire into the expediency, propriety, validity or necessity of such sale or lease or to see to or be liable for the application of the purchase or rental monies arising therefrom.

13.

In the event a corporation, partnership or firm in which a Trustee has a substantial financial interest contracts with the Authority, such interest shall be disclosed by said Trustee and shall be entered in the minutes of the Trust; provided, in the absence of fraud, no contract or other transaction shall be thereby affected or invalidated.

Provided, however, that no part of the net earnings, if any, of this Trust or any of its properties, whether real, personal or mixed, shall ever inure to the benefit of any private individual or Trustee, and provided further, that no substantial part of the activities of this Trust shall consist of carrying on propaganda for, or otherwise attempting to influence legislation, nor shall it participate in, or intervene in, including the publishing or distributing of statements or other and similar materials, any political campaign on behalf of any candidate for public office.

14.

The Trustee shall cause an annual budget to be compiled of all anticipated and proposed expenditures, expenses and outlay of trust funds for the initial and thereafter annually ensuing fiscal years of the Trust. Such budget and all amendments thereto shall be promptly submitted to the City and the County and subject to their approval.

ARTICLE VIII
Beneficiaries of Trust

1.

The Beneficiary of this Trust shall be the City of Tulsa, Oklahoma under and pursuant to Title 60, Oklahoma Statues, Section 176, et seq., and other statues of the State of Oklahoma, presently in force and effect.
Trustor now declares that this Indenture may be altered, amended, revised or modified with the express written consent of the Trustor, the Trustees, and the Beneficiary, which said written consent shall be evidenced by endorsement upon any instrument of alteration, amendment, revision or modification; provided, that no such alteration, amendment, revision or modification shall take effect in such way as to impair the rights of the holder of any bond or other evidence of indebtedness of the Trust or party to whom the Trust is indebted in any way under written obligation of indebtedness.

2.

The Beneficiary shall have no legal title, claim or right to the Trust Estate, its income, or any part thereof, or to demand or require any partition or distribution thereof, or to demand or require any partition or distribution thereof, except as set forth hereinafter in this Trust Indenture. Neither shall said Beneficiary nor any agents thereof, have any authority, power or right, whatsoever, to do or transact any business for, or on behalf of, or binding upon, the Trustees or upon the Trust Estate, nor the right to control or direct the actions of the Trustees. The City of Tulsa as Beneficiary of this Trust, shall be entitled solely to the benefits of this Trust as administered by the Trustees hereunder, and, at the termination of the Trust as herein provided and then only shall said City receive the residue of the Trust Estate.

3.

The Trustees, after fulfilling the purposes of this Trust and after paying all obligations of the Trust and Trust Estate and interest thereon and all the costs and expenses incident to the management, operation, maintenance and conservation of this Trust, shall then distribute the then remaining property, real, personal or mixed, to the Beneficiary of the Trust.

ARTICLE IX
Termination of Trust

This Trust shall terminate:

1.

When the purposes set out in Article III of this Indenture shall have been fully executed; or

2.

In the manner provided by Title 60, Oklahoma Statues, Section 180.

Provided, however, that this Trust shall not be terminated by voluntary action, if there be outstanding fixed term indebtedness or fixed term obligations of the Trustees, unless all owners of such indebtedness or obligation shall have consented in writing to such termination.

Upon the termination of the Trust, the Trustees shall proceed to wind up the affairs of this Trust, and after payment of all debts and obligations out of the monies and properties of the Trust Estate, to the extent thereof, shall distribute the residue of all property, real, personal or mixed, of the Trust Estate to the Beneficiary hereunder in the manner provided in Article VIII, paragraph 3 of this Indenture. Upon final distribution, the powers, duties and authority of the Trustees hereunder shall cease.

ARTICLE X
Termination

The Trustees accept the Trust herein created and provided for and agree to carry out the provisions on their part to be performed. If any one or more of the powers or provisions provided in this Indenture to be performed on the part of the Trust or on the part of the Trustees shall be declared by any court of competent jurisdiction to be contrary to law, then such powers or provisions shall be null and void and shall be deemed separable from the remaining powers or provisions and shall in no way affect the enforceability of any other power or provision of this Indenture, or of any bonds, notes or other evidences of indebtedness, issued hereunder.

IN WITNESSETH WHEREOF, the Trustor and the Trustees, have hereunto set their hands this 8th day of April, 1988.

TRUSTOR:

VIETNAM VETERANS OF AMERICA,
Chapter 216

ATTEST:

/s/  John G. Tew	By: /s/  Ralph Henderson
Vice President	TITLE: President

 

TRUSTEES:

	/s/  Dick Crawford

	/s/ Amadeo Richardson

	/s/ John Fischer

	/s/ Frank Friedl

	/s/ Houston Adams

	/s/ Ralph Henderson

	/s/ Quantrill Page

	/s/ John G. Tew

	/s/ Paul F. Rauscher

	/s/ Stafford G. Davis

[ACKNOWLEDGMENTS]

ACCEPTANCE

KNOWN ALL MEN BY THESE PRESENTS:

That the Board of Commissioners of the City of Tulsa, Oklahoma, a municipal corporation, hereby accepts the beneficial interest in the Trust created by the within and foregoing Trust Indenture, for and on behalf of said Beneficiary in all requests in accordance with the terms of said Trust Indenture.

WITNESS my hand as Mayor of the City of Tulsa, Oklahoma, attested by the City Auditor of the City of Tulsa, Oklahoma, pursuant to direction of said Board of Commissioners this 8th day of April, 1988.

	/s/ Dick Crawford       Mayor

ATTEST:

/s/ Ronald Payne       Deputy City Auditor

APPROVED:

/s/ Neal E. McNeill       City Attorney