Appendix III. LEASE AGREEMENT AND OPERATION AND MAINTENANCE CONTRACT.
THIS LEASE AGREEMENT AND OPERATION AND MAINTENANCE CONTRACT (hereinafter called "Agreement"), dated as of February 1, 1984, by and between the CITY OF TULSA, OKLAHOMA, as Lessor (hereinafter called "CITY"), a municipal corporation, the UTILITY BOARD of the City of Tulsa, (the "UTILITY BOARD") a board of the CITY, with exclusive powers and authority over the operation, management and control of the SYSTEM, as defined herein, under the Charter of the City, and the TULSA METROPOLITAN WATER AUTHORITY, acting by and through its trustees, as Lessee, (hereinafter called "AUTHORITY"), a public trust created under the authority of and pursuant to the provisions of Title 60, Oklahoma Statutes 1981, Sections 176 et seq., as amended and supplemented, cited as the Public Trust Act, which Agreement, from and after its execution ad delivery, shall supersede, replace and be substituted for any and all previously executed lease agreements, if any, between the CITY, the UTILITY BOARD and the AUTHORITY, pertaining to the hereinafter described "SYSTEM".
WITNESSETH:
WHEREAS, said AUTHORITY, is a public trust created and existing pursuant to the provisions of Title 60 Okla. Stats. (176 et. seq., and the Oklahoma Trust Act and by a certain Trust Indenture initially dated as of April 5, 1957, and, as amended, for the use and benefit of the CITY of Tulsa, Oklahoma; and
WHEREAS, the CITY, with the approval of the UTILITY BOARD, is desirous of entering into this Lease Agreement and Operation and Maintenance Contract whereby the CITY will lease to the AUTHORITY all of its presently existing and hereafter acquired water system, but not limited to distribution systems, treatment facilities, water rights and storage facilities (herein as more fully defined in Article I hereof, called the "SYSTEM"); and
WHEREAS, it is necessary to assure adequate water services to the citizens of the CITY to acquire additional water sources and to acquire, improve and construct additional water transportation and delivery systems; and
WHEREAS, to finance the cost of acquiring, constructing, improving and extending such additions and betterments to the SYSTEM it is necessary for the AUTHORITY acting on behalf of the CITY to initially issue its Tulsa Metropolitan Water Authority Water Revenue Bonds, Series 1984 in the aggregate principal amount of $21,765,000 (the "Bonds" and together with all bonds issued on a parity therewith called "bonds"); and
WHEREAS, the Bonds will be authorized to be issued by official action of the AUTHORITY, approved by the CITY, and the terms and conditions of the bonds and the security therefor is set-forth in the Bond Indenture dated as of February 1, 1984 (as may be supplemented or amended from time to time with the approval of the CITY for the purpose of issuing additional bonds, or otherwise herein called the "Indenture") by and between the AUTHORITY, and the corporate trustee named therein (the "Trustee"), to be selected by the Authority; and
WHEREAS, the CITY is desirous of expanding and improving the overall SYSTEM of the CITY (under the control of the Utility Board) and acquiring additional sources of water; and
WHEREAS, under and pursuant to certain provisions of the Charter of the City of Tulsa, it is the policy of the CITY to remit to the Sinking Fund of the CITY an amount equal to 50% of the annual principal and interest requirements upon the CITY'S outstanding general obligation water bonds (the "General Obligation Water Bond Contribution") from the total amount of revenues received in respect to the SYSTEM (the "Gross Revenues"); and
WHEREAS, the CITY has heretofore and may in the future, enter into certain water main extension contracts with certain real estate developers (the "Water Main Extension Contracts") providing for certain water main extension payments expressed as a percentage of the revenues directly derived in respect to that portion of the distribution system acquired and constructed by a real estate developer (the "Water Main Extension Payments"); and
WHEREAS, the Water Main Extension Payments are remitted to the real estate developer in order to assist the said developer to recover certain costs of construction of such water main extensions; and
WHEREAS, the Gross Revenues are necessary to the securing and payment of the bonds, to pay the Operation and Maintenance Expenses incurred in respect to the SYSTEM to provide for payment of the General Obligation Water Bond Contribution, if any, to make the Water Main Extension Payments, if any, and to make all other payments related or charged to the System; and
WHEREAS, certain of the revenues derived from the operation of the SYSTEM historically have been paid or transferred to the CITY to defray a portion of the costs of CITY government (the General Fund Transfer"); and
WHEREAS, it is contemplated that the General Fund Transfer for each year will be established by the budget of the CITY, each year during the term of this Agreement; and
WHEREAS, under the terms of the Indenture the following monthly transfers or payments shall be made from the Gross Revenues: (i) the principal and interest requirements on the bonds (including payments to replenish deficiencies in the Bond Reserve Account within the Bond Fund), (ii) the Operation and Maintenance Expenses (herein defined), (iii) deposits, if any, to the AUTHORITYS Renewal and Replacement Fund (as those terms are defined in the Indenture), (iv) the General Obligation Water Bond Contributions, if any, (v) the Water Main Extension Payments, if any, and (vi) the General Fund Transfer; and
WHEREAS, the CITY, acting by and through the UTILITY BOARD, has historically operated and maintained the SYSTEM and accordingly, the CITY has kept the books, accounts and records pertaining to the SYSTEM and all funds and accounts pertaining thereto; and
WHEREAS, in order to ensure the efficient operation and maintenance of the SYSTEM, the AUTHORITY is desirous of continuing the arrangement whereby the CITY shall operate and maintain the SYSTEM; and
WHEREAS, the AUTHORITY is desirous of reimbursing the CITY for the Operation and Maintenance Expenses incurred in respect to the System and paying the other Operation and Maintenance Expenses incurred in respect to the SYSTEM; and
WHEREAS, in order to expedite the most efficient means of: (i) paying the principal and interest requirements on the Bonds, including any payments to be made into the Bond Reserve Account created in respect to the Bonds, (ii) making payments, if necessary, into the Renewal and Replacement Reserve, under the pursuant to the terms of the Indenture, (iii) paying or reimbursing the CITY for the monthly costs incurred in connection with the operation and maintenance of the SYSTEM, (iv) paying the monthly General Obligation Water Bond Contribution, if any, and the Water Main Extension Payments, if any, to the appropriate CITY funds and accounts, and (v) paying the monthly General Fund Transfer established by the CITY, and for other reasons of general operation, the AUTHORITY has created a Revenue Fund and an Operating Fund; and
WHEREAS, the Operating Fund as of the date of delivery of the Bonds will be initially funded by a transfer of funds from the CITY; and
WHEREAS, in order to adequately secure the Bonds on a long-term basis the CITY and the AUTHORITY have elected to enter into this Agreement whereby the CITY shall lease the existing and hereafter acquired SYSTEM to the AUTHORITY; and
WHEREAS, it is probable that in the future the CITY, the UTILITY BOARD and the AUTHORITY may desire that the AUTHORITY issue additional indebtedness payable from the Gross Revenues of the SYSTEM; and
WHEREAS, certain terms not defined for purposes of this Agreement shall be given the meaning set forth in the Indenture, unless such meaning presents a contradiction or renders the term without effect.
NOW, THEREFORE, IN CONSIDERATION of the issuance of the Bonds by the AUTHORITY and the acquisition and construction of the additions and betterments to the SYSTEM and in further consideration of the mutual covenants contained herein, THE CITY, THE UTILITY BOARD and THE AUTHORITY COVENANT AND AGREE AS FOLLOWS:
ARTICLE I
PROPERTY LEASEDThe CITY, and the UTILITY BOARD for and in consideration of the covenants, agreements, provisions and conditions hereinafter set out on the part of the AUTHORITY to be kept, observed and performed, does by these presents demise, lease and let unto the AUTHORITY the property described as follows:
(A)
All of the presently existing and hereafter acquired water systems of the CITY and all appurtenances thereof presently belonging to the CITY, or under its custody, management or control, located within and without the corporate limits of the CITY, together with the rights-of-way, real estate and interests therein, licenses, water rights, water storage rights, easements and other rights and privileges appertaining or related thereof and including but not limited to the real property and improvements thereto set out on Exhibit A attached hereto and made a part hereof;
(B)
All interest of the CITY in and to all unexpired leases and contracts heretofore or hereafter executed by the CITY pertaining to use of any part of said water system, including any revenue and income to be received therefrom;
(C)
All property, real, personal or mixed, together with all rights and privileges appertaining or related thereto which hereafter may be acquired by or in the name of the City or the AUTHORITY for use in connection with furnishing of water service to persons, firms, corporations and others within and without the corporate limits of the CITY; it being the intention of this paragraph that any of the foregoing, including income therefrom, immediately upon its acquisition shall be a part of the property demised and leased hereunder; and
(D)
All interest of the CITY in and to proceeds, fees, charges, revenues, income, rents, receipts, issues and benefits from the use of said water system of the CITY.
*End of Article I*
ARTICLE II
TERM AND PURPOSE OF LEASETO HAVE AND TO HOLD THE SAME TO THE AUTHORITY for a term of fifty (50) years from the 1st day of February, 1984, to the 31st day of January, 2034, or to such date as all bonds or any indebtedness incurred by the AUTHORITY secured by and payable from the revenues of or any interest in the SYSTEM pursuant to the Indenture, or any portion thereof, have been paid or provisions for the payment thereof have been duly made.
The Leased Property is demised to the AUTHORITY for the purpose of enabling the AUTHORITY to assist the CITY in the execution and performance of the public functions of the CITY in respect of furnishing and providing an adequate water SYSTEM and services and facilities related thereto at all times during the term of this Agreement.
The CITY hereby consents and agrees that the AUTHORITY'S interest in the SYSTEM and the Gross Revenues to be derived therefrom may be assigned and pledged by the AUTHORITY as security for indebtedness to be incurred by the AUTHORITY.
*End of Article II*
ARTICLE III
COVENANTS AND AGREEMENTS OF THE CITYIn consideration of the covenants and agreements of the AUTHORITY, the AUTHORITY has agreed to establish and maintain the Operating Fund and the CITY will upon the delivery of the AUTHORITYS Bonds transfer funds to the Operating Fund to be used for the purposes specified herein. In connection with the Operating Fund the City shall act as the fiduciary-agent of the AUTHORITY, and the CITY shall promptly apply the moneys deposited therein to the uses and purposes specified in this Agreement and the Indenture. Subject to the proviso herein expressed the CITY may elect to deposit certain funds in the Operating Fund of the AUTHORITY and the CITY'S designated representative shall be empowered to draw upon such Operating Funds for the specific purposes prescribed in the Indenture. The AUTHORITY by official action shall designate an individual employee of the City as the CITY'S representative for purposes and uses of the Operating Fund. The CITY and the UTILITY BOARD during the term of this Agreement subject to the inherent powers, duties and limitations expressed in the CITYS charter and applicable State law agree to cooperate and together to:
A.
cooperate with the AUTHORITY in the adoption and approval of a schedule of uniform and non-discriminatory rates, fees and charges for the use of the SYSTEM and the facilities and services thereof all in accordance with the provisions set forth in the Indenture.
B.
bill and collect rates, fees, tariffs and charges to each and every user of the SYSTEM and the facilities and services thereof and to enforce the payment of same by all available legal means including curtailment of service, and not to permit any free use of the SYSTEM and the facilities and services thereof except as may be furnished to or used by the CITY for municipal purposes and functions.
C.
deposit the Gross Revenues on a daily basis, or as soon as practicable, to the credit of the Revenue Fund created pursuant to the Indenture or in the alternative subject to the conditions expressed herein to the Operating Fund as permitted by the Indenture or paragraph G of this Article III.
D.
transfer funds from the Operating Fund of the Authority on or before the 25th day of each month in an amount sufficient to make all payments required under Section 5.05 paragraphs (1), (3), (4), (5) and (6) of the Indenture for the next succeeding month.
E.
maintain books, accounts and records pertaining to the Operation and Maintenance Expenses of the SYSTEM, to account for such Operation and Maintenance Expenses and expenses for repairs, replacements and betterments of the SYSTEM; to account for all General Obligation Water Bond Contributions and Water Main Extension Payments and the General Fund Transfers remitted or caused to be remitted by the terms of the Indenture and to account for the General Fund Transfers, caused to be transferred in the manner prescribed herein or in the Indenture.
F.
report or cause reports and recommendations, required to be submitted pursuant to the Indenture, to be furnished to the AUTHORITY (including but not limited to the direction as to the General Fund Transfers, projected monthly Operation and Maintenance Expenses, and recommendations as to the Renewal and Replacement Fund requirement).
G.
Upon receipt of the Gross Revenues into the Revenue Fund, but in no case later than the 20th day of each month the Authority is to make (or cause to be made) the transfers or payments in the amounts and in the order of priority set-out in Section 5.05, of the Indenture. Provided however, if after the first month from the date of delivery of the Bonds and on or before the 25th day of each month thereafter the AUTHORITY shall have transferred from the Operating Fund to the Revenue Fund the amounts required under Section 5.05, paragraphs (1),(3),(4),(5) and (6) of the Indenture, the deposit of daily collections of Gross Revenues into the Revenue Fund shall not be required and such collections may be placed directly into the Operating Fund to be transferred as set-forth in the Indenture.
Assuming the timely application of the monies in the Operating Fund for the purposes above prescribed in paragraphs (1),(3),(4),(5) and (6) of Section 5.05 of the Indenture, the Operating Fund shall be used to make the remaining transfers required by Section 5.05 of the Indenture. Under the terms of the proviso on or before the 10th of each month, the CITY shall advise the AUTHORITY by written statement of the sum of the actual monthly Operation and Maintenance Expenses for the last preceeding (sic) calendar month, and no later than the 20th day of each month the AUTHORITY shall provide for the payment of such Operation and Maintenance Expenses. Any failure to remit on the 25th day of each month the payments required to be made in the following month by Section 5.05 paragraphs (1),(3),(4),(5) and (6) of the Indenture, shall result in the daily deposit of Gross Revenues directly into the Revenue Fund, unless and until the AUTHORITY shall make current such remittances by the twenty-fifth (25th) day of the month.
H.
prepare and file with the TRUSTEE written monthly statements, as follows: (a) on or before the 10th day of each month the actual Operation and Maintenance Expenses for the last preceeding (sic) calendar month and specifically setting-forth that amount either in excess of or less than the amount enumerated in the AUTHORITYS Annual Budget; (b) the CITYS require monthly General Obligation Water Bond Contribution if any, calculated for the last preceeding (sic) calendar month, and (c) the CITYS monthly obligation under the Water Main Extension Payments, if any, calculated for the last preceeding (sic) calendar month, and (d) the CITYS monthly General Fund Transfer calculated for the last preceeding (sic) calendar month. The foregoing statements for items (a),(b),(c) & (d) for the prior calendar month shall be filed with the TRUSTEE no later than the 10th of each month.
I.
provide to the TRUSTEE, if the Trustee shall so require receipts as to such payments or remittances.
J.
in the case of any monthly payments made on behalf of the AUTHORITY by the CITY from the Operating Fund and deposited into the various CITY funds and accounts established therefor, the CITY shall in all cases verify, receipt and account for such payments and transfers to the satisfaction of the AUTHORITY and the TRUSTEE.
K.
make or cause the AUTHORITY to provide funds to make all necessary additions, extensions, replacements and improvements to the SYSTEM in order to keep the System in proper working and revenue producing order.
L.
assist and cooperate with the AUTHORITY in the maintenance of the Operating Fund and compliance with the terms of the Indenture; and
M.
cause the SYSTEM to be operated and maintained in first class condition and kept in good repair and not commit or allow any waste with respect to any of said property and to pay or cause to be paid or reimburse the CITY for the payment of the Operation and Maintenance Expenses of the SYSTEM. The term "Operation and Maintenance Expense(s)" means the reasonable and necessary current expenses of the AUTHORITY, the CITY or the UTILITY BOARD paid or accrued in operating, maintaining, repairing and insuring the SYSTEM, determined in accordance with generally accepted accounting procedures.
N.
carry the insurance required to be carried by the AUTHORITY under the terms of the Indenture pertaining to any indebtedness incurred by the AUTHORITY.
O.
keep the SYSTEM and each and every part thereof free and clear from all liens, claims and encumbrances of any nature or character whatever to the end and purpose that the priority of the liens and pledge provided for in the Indenture or other instruments securing or pertaining to any indebtedness of the AUTHORITY may at all time be maintained and preserved as paramount and superior.
P.
take all necessary and appropriate actions to assist the AUTHORITY in observing and performing all of its duties and obligations imposed under any Indenture securing any of the indebtedness including but not limited to, the institution and protection of appropriate proceedings in eminent domain, and any and all action required to protect the resources required for the provision of a water supply adequate to meet the needs of the SYSTEM.
Q.
take all prompt and diligent action necessary as it relates to the AUTHORITYS duty to establish and refer, or cause to be established and referred, for approval any revision of rates, fees and charges for the use of the SYSTEM and the facilities and services thereof so as to produce sufficient Gross Revenues to meet all legal requirements of the CITY, the AUTHORITY and the Indenture.
R.
construct or assist the Authority in constructing any project and to provide for the supervision and administration of contracts for construction of the projects to be undertaken with the proceeds of any indebtedness or other available funds of the AUTHORITY, and the proceeds of any grants or gifts made available to the CITY by the AUTHORITY or any federal, state or private entity; to encumber (or to otherwise provide for the encumberance [sic]) said funds transferred to the CITY for purposes of constructing or acquiring (System) projects or materials; and further, to assist the AUTHORITY in advertising and preparing all documentation necessary to comply with the bidding requirements established by Oklahoma Law and to the extent the AUTHORITY provides funds the CITY hereby convenants (sic) to complete, or cause the completion, of the project or projects in accordance with the specification furnished by the AUTHORITY, the UTILITY BOARD and the CITY.
S.
assist the AUTHORITY in the preparation of its Annual Budget. In this connection the information to be furnished by the CITY shall include but not necessarily be limited to: (i) monthly estimates based on historical data pertaining to Operation and Maintenance Expenses, (ii) estimates of renewal and replacement deposits for additions, respairs (sic) or betterments of the System, (iii) the monthly General Obligation Water Bond Contribution and Water Main Extension Payments and (iv) the estimated monthly General Fund Transfers set-forth as a percentage of Gross Revenues. The City shall be required to review and in its discretion approve the AUTHORITY'S Annual Budget prior to the same becoming effective.
T.
provide the AUTHORITY no later than July 1 of each year with a certified copy of the offical (sic) action of the City whereby the City in its sole discretion assesses and establishes the General Fund Transfer, if any, set-forth as a percentage of Gross Revenues.
U.
observe, abide by, perform and comply with all (a) conditions, requirements, duties and obligations intended to be performed by the CITY the terms of the Indenture or other instrument securing or pertaining to any indebtedness incurred by the AUTHORITY pertaining to the SYSTEM to the extent such Indenture shall have been approved by the CITY, and (b) all requirements now or hereafter during the terms of this Agreement imposed by statute, rule, regulation or order enacted, adopted or issued by any competent governmental agency or authority (whether state or federal, legislative, executive or judicial).
V.
In the event of the default of the AUTHORITY under the Indenture resulting in the appointment of a receiver or trustee (whether temporary or permanent) for the SYSTEM, perform all covenants and agreements contained herein with respect thereto, and if ordered by competent decree, to surrender possession of the SYSTEM for operating to such receiver or trustee.
W.
So long as any bonds are outstanding under the Indenture, the City agrees not to issue any general obligation bonds for water system purposes, unless any resulting additional General Obligation Water Bond Contribution shall remain subordinated to all other Indenture payments. This covenant does not constitute a complete prohibition against the CITYS issuing such general obligation bonds in the future but does impose the condition that in order to do so, the Indenture must first be defeased, discharged or otherwise provided for to the satisfaction of the AUTHORITY and the TRUSTEE and this Agreement shall have been terminated.
*End of Article III*
ARTICLE IV
COVENANTS AND AGREEMENTS OF THE AUTHORITYIn consideration of the covenants and agreements of the CITY and the UTILITY BOARD, the AUTHORITY hereby covenants and agrees during the term of this Agreement to conduct its business and operations with respect to the SYSTEM in full recognition of its status as public trust with the CITY as the beneficiary thereof, and further the AUTHORITY covenants and agrees as follows:
A.
to direct that the Gross Revenues collected by the CITY and deposited in the Revenue Fund or the Operating Fund as may be permitted by the Indenture are utilized in accordance with the terms of the Indenture including the payment to the CITY of the General Obligation Water Bond Contribution, if any, (to the appropriate Sinking Fund or Funds designated by the City), transfer the Water Main Extension Payments, if any, (to the appropriate fund or account designated by the City).
B.
to pay or reimburse the CITY for the payment of Operation and Maintenance Expenses and to remit the General Fund Transfer.
C.
to issue bonds, notes or other evidences of indebtedness for the purpose of providing funds for paying all or part of the costs of constructing or acquiring additions or improvements to the SYSTEM only after obtaining approval of the CITY as required by the terms of the CITYS Charter, Oklahoma Public Trust Act and the laws of the State of Oklahoma.
D.
prepare and recommend for adoption a schedule of uniform and non-discriminatory rates, fees and charges for the use of the SYSTEM and the facilities and services thereof all in accordance with the provisions set-forth in the Indenture; and to present the same in the UTILITY BOARD and the CITY for approval and adoption as is required by the established procedures of the CITY, the CITY'S Charter and other applicable Oklahoma law, and subject to such conditions to revise or cause the timely revision of the same from time to time so as to comply with any and all requirements and conditions upon it by any Indenture securing or pertaining to any of its indebtedness.
E.
to furnish the CITY, upon request, unaudited financial statements and balance sheets relating to the operation of the SYSTEM and not more than 90 days after the close of each fiscal year (July 1, to June 30, unless changed hereafter) to furnish the CITY with a copy of its annual audit with the accompanying opinion of a Certified Public Accountant; and to prepare and file with the CITY any additional reports, statements or any other information relating to the SYSTEM as may be required pursuant to the terms of the Indenture securing any indebtedness of the AUTHORITY or as may be reasonably required by the CITY.
F.
to do any and all things necessary and appropriate in performing its purposes and functions within and under the scope of its powers, duties and obligations now or hereafter as may be required by law or contained in the Trust Indenture creating and establishing the AUTHORITY or as may be contained in any Indenture securing any indebtedness of the AUTHORITY.
G.
keep the SYSTEM and each and every part thereof free and clear from all liens, claims and encumbrances of any nature or character whatever to the end and purpose that the priority of the liens and pledge provided for in the Indenture or other instruments securing or pertaining to any indebtedness of the AUTHORITY may at all time be maintained and preserved as paramount and superior.
*End of Article IV*
ARTICLE V
MISCELLANEOUSSECTION 1. This Agreement may be amended by agreement among the CITY, the UTILITY BOARD and the AUTHORITY, provided any such amendment shall be subject to provisions of the Indenture. The AUTHORITY and the CITY may consent to amendment of this Agreement to the extent permitted by law for the purpose of curing any ambiguity, formal defect or omission or providing additional security or in connection with the issuance of additional indebtedness for additions or improvements or to meet any requirements imposed by the Charter or any other law, order, regulation or ruling.
SECTION 2. Any indebtedness issued by the AUTHORITY shall not constitute an indebtedness of the State of Oklahoma, nor of the CITY, nor shall such indebtedness be the personal obligation of the Trustees of the AUTHORITY, but such indebtedness shall be an obligation of the AUTHORITY payable solely from the Gross Revenues derived from the SYSTEM or the trust estate; notwithstanding the foregoing, any such indebtedness shall be considered as issued "on behalf of" the CITY, for the purpose of and as defined by the Internal Revenue Code of 1954, as amended, and certain regulations and rulings promulgated thereunder.
SECTION 3. The CITY, the UTILITY BOARD and the AUTHORITY declare that this Agreement shall be a third party beneficiary contract with any bank or trust company appointed by any Indenture securing any indebtedness of the AUTHORITY, as Trustee for the holders thereof, being the third party beneficiary. Insofar as this Agreement or any such Indenture bestows any rights, powers or privileges upon such bank or such holders, the CITY, the UTILITY BOARD and the AUTHORITY expressly agree that such bank or holders, as may be provided in such Indenture, may enforce this Agreement to the fullest extent permitted by law.
SECTION 4. The provisions of this Agreement shall be deemed severable. If it shall ever be held by a court of competent jurisdiction that any one or more articles, sections, clauses or provisions of this Agreement is invalid or ineffective for any reason, such holding shall not affect the validity and effectiveness of the remaining articles, sections, clauses and provisions hereof.
IN WITNESS WHEREOF, the CITY by its Board of Commissioners has caused this Agreement to be executed by the Mayor, attested by the City Auditor and has caused its seal to be affixed hereto, the UTILITY BOARD has caused this Agreement to be executed by its Chairman and attested by its Secretary and has caused its seal to be affixed hereto, and the Authority has caused this Agreement to be executed by its Chairman and attested by its Secretary and has caused its seal to be affixed hereto all as of the day and year above written.
CITY OF TULSA, OKLAHOMA
Lesser/s/ James M. Inhofe
James M. Inhofe, Mayor(SEAL)
ATTEST:
/s/ Francis F. Campbell
Francis F. Campbell,
City AuditorAPPROVED:
/s/ Neal McNeill
Neal McNeill, City AttorneyUTILITY BOARD
/s/ Patty Eaton
Patty Eaton, Chairman(SEAL)
ATTEST:
/s/ Ed A. Schermerhorn
Ed A. Schermerhorn, SecretaryTULSA METROPOLITAN WATER
AUTHORITY, Lessee/s/ Patty Eaton
Patty Eaton, Chairman(SEAL)
ATTEST:
/s/ Travis W. Freeman
Travis W. Freeman, Secretary[ACKNOWLEDGMENTS]
"EXHIBIT A"
REAL ESTATE DESCRIPTIONThe hereinafter described Real Property constitutes part of the Trust Estate held in respect to the Water Revenue Bonds, as defined herein. No mortgage interest is granted, bargained, mortgaged and conveyed pursuant to this Bond Indenture and no mortgage interest upon the leasehold shall result from this description. This Legal Description is included for purposes of filing and notice.
SW-Quarter of the NE-Quarter and the East Half of the NW-Quarter of NE-Quarter and the East Half of the West Half of the NW Quarter of the NE Quarter of Section 13 Township 19N Range 14 East in Tulsa County Oklahoma containing 70 acres more or less.
The West Half of the SE Quarter less the North 330 feet thereof of Section 12, T-19-N, R-14-B in Tulsa County Oklahoma containing 70 acres more or less and the West half of the West Half of the NW Quarter of NE Quarter of Section 13, T-19-N, R-14-E in Tulsa County Oklahoma containing 10 acres more or less.
East half of the NW Quarter and the East Half of the West Half of NW Quarter of Section 13, T-19-N, R-14-S in Tulsa County Oklahoma.
East half of the SW Quarter of Section 13, T-19-N, R-14-E of the Indian Base and Meridian.
All that part of the NW-Quarter, SW Quarter, SE Quarter of Section 13, T-19-N, R-14-E of the Indian Base and Meridian in Tulsa County Oklahoma describes as follows: Beginning at the NE Corner of said NW-Quarter, SW-Quarter, SE-Quarter, thence Southwesterly in a straight line to the SW Corner of said, NW-Quarter, SW-Quarter, SE Quarter thence Northerly along West boundary of said NW-Quarter, SW-Quarter, SE-Quarter to the NW Corner thereof, thence Easterly along N boundary of said NW-Quarter, SW-Quarter, SE-Quarter to point of beginning, containing 5 acres more or less.
The NW-Quarter of SE-Quarter of Section 13, T-19-N, R-14-E, Tulsa County State of Oklahoma.
East 1/2 SE-Quarter of Section 12, T-19-N, R-14-E in Tulsa County Oklahoma containing 80 acres more or less.
CERTIFICATE OF PRINCIPAL OFFICE AND PERSONNEL
STATE OF OKLAHOMA ) ) ss: COUNTY OF TULSA ) I,
the undersigned, the duly qualified and acting Chairman of Trustees of the Tulsa Metropolitan Utility Authority, a public trust (the "Authority"), hereby certify:
(1)
That the principal office of the Authority and the place where all records of the Authority are kept is the City Hall, 200 Civic Center, Tulsa, Oklahoma.
(2)
That the personnel of the Trustees of the Authority are:
Charlie L. King
Ed A. Schermerhorn
Jack Brown
Richard Sevenoaks
Mary Ann Bumgarner
Daniel C. Keating
Rodger A. Randle/s/ Charlie L. King
Chairman of TrusteesATTEST:
/s/ Jack L. Brown
SecretarySUBSCRIBED AND SWORN to before me this 15th day of September, 1989.
/s/ Deborah J. Wise
Notary PublicMy Commission Expires: January 10, 1993
(SEAL)
October 12, 1987
Mr. Clifton Scott
State Auditor and Inspector
State Capitol Building
Oklahoma City, Oklahoma 73105Re: The Tulsa Metropolitan Water Authority
Gentlemen:
Pursuant to the requirements of 60 O.S. Section 180.2, the undersigned hereby certifies that the fiscal year of the captioned Public Trust commenced on July 1 and closes on June 30, annually.
In addition, you are hereby notified, as required by 60 O.S. Section 180.2, that a certified copy of the Trust Indenture creating the captioned Authority has been filed with the Secretary of State.
Very truly yours,
/s/ H. Adams
Chairman of Trustees
Tulsa Metropolitan Water Authority