Ie nang IN THE DISTRICT COURT OF OKLAHOMA COUNTY STATE OF OKLAHOMA OKLAHOMA SECOND AMENDMENT ASSOCIATION, an Oklahoma entity; COUNTY COMMISSIONER KEVIN CALVEY; and TOM VINEYARD, an individual, Petitioners, v OKLAHOMA COUNTY CRIMINAL JUSTICE AUTHORITY, in its official capacity only; and ATTORNEY GENERAL MICHAEL HUNTER, in his official capacity only, Respondents, DAVID PRATER, DISTRICT ATTORNEY OF OKLAHOMA COUNTY, Intervenor. FILED IN DISTRICT COURT OKLAHOMA COUNTY NOV 13 2020 RICK WARREN ‘COURT CLERK B——_—_———_ Case No, CV-2020-2065 DEFENDANT OKLAHOMA COUNTY CRIMINAL JUSTICE AUTHORITY'S MOTION TO DISMISS AND BRIEF IN SUPPORT Dated November 13, 2020 RoseRrt G. MCCAMPBELL, OBA NO. 10390 PAULA M. WILLIAMS, OBA No. 30772 BRENNAN T. BARGER, OBA No. 34292 GABLEGOTWALS One Leadership Square, 15th Floor 211 North Robinson Oklahoma City, OK 73102 (405) 235-5500 (405) 235-2875 (fax) mmccampbella gablelaw.com pwilliamsa gablelaw.com bbargeriazablelaw.com Attorneys for Defendant Oklahoma County Criminal Justice AuthorityINDEX MOTION TO DISMI BRIEF IN SUPPORT FACTUAL BACKGROUND ARGUMENTS AND AUTHORITIES. 1. This Court Lacks Jurisdiction to Resolve Petitioners’ Claims. A. Petitioners do not have standing. 1. Petitioners” interest in this case is not is direct, immediate, and substantial, and they have no injury. . 2. This lawsuit is not related to OK2A"s organizational purpose. ... B. The Petition seeks an advisory opinion and must be dismissed. Il. Petitioners Fail to State a Claim A. BOCC Policy Votes Are Not Binding on the Jail Trust. B. The Documents Relied on in the Petition Demonstrate the Jail Trust Must Be Independent. IIL. ConclusionCases LE OF AUTHORITIES, Arbuckle Abstract v, Scott, 1998 OK 125, 975 P.2d 879... Bank of Am., NA v. Kabba, 2012 OK 23, 276 P.3d 1006. Cathey v. Bd. of Cty. Commissioners of Tulsa Cor, 2020 WL 1289537 (N.D. Okla. Mar. 18, 2020) City of Shawnee v. Taylor, 1943 OK 11, 191 Okla, 687, 132 P.2d 950.... onoco, Inc. v. State Dep't of Health of State of OK. 1982 OK 94, 651 P.2d 125 ..crnmnnseene CPT Asset Backed Certificates, Series 2004-EC1 v. Cin Kham, 2012 OK 22, 278 P.3d 586. Democratic Party of Oklahoma v. Estep, 1982 OK 106, 652 P.2¢ 271. Doe v. First Presbyterian Church U.S.A. of Tulsa, 2017 OK 106, 421 P.34 284. . Estate of Crowell ex rel, Boen v. Bd. of Cty. Conm'rs of Cty. of Cleveland. 2010 OK 5, 237 P.3d 134. Farley v. City of Claremore, 2020 OK 30, 465 P.3d 1213..... Fent v. Contingency Review Bd., 2007 OK 27, 163 P.3d 512 ‘last v. Cohen, 392 US. 83 (1968) Gaylord Entertainment Co. v. Thompson, 1998 OK 30, 958 P.2d 128. Gordon v, Followell, 1964 OK 74, 391 P.2d 242 Hendrick v. Walters, 1993 OK 162, 865 P.2d 1232... 1, 12 1,8Herring v. State ex rel. Oklahoma Tax Comm'n, 1995 OK 28, 894 P.2d 1074. House of Realty, Inc. v. City of Midwest City, 2004 OK 97, 109 P.3d 314. Inde. School Dist, No. 1 v, Scott, 2000 OK CIV APP 121, 15 P.3d 1244 ..coun Indep. Sch. Dist. No. 5 of Tulsa Coy. v. Spry. 2012 OK 98, 292 P.3d 19. Inde. School Dist. No. 9 v. Glass 1982 OK 2, 639 P.2d 1237... Johnston v. Conn 1951 OK 262, 236 P.2d 987. Knight ex rel, Ellis v. Miller, et al. 2008 OK 81, 195 P.3d 372.rccc0 Lujan v. Defenders of Wildlife, 504 U.S. 555 (1992).. Madoux v. City of Norman, 2008 WL 938596 (W.D. Okla. 2008) Matter of Estate of Doan, 1986 OK 15, 727 P.2d 574. Miller v. Gonzales, 2010 OK CIV APP 56, 239 P.3d 163 Miller v. Miller 1998 OK 24, 956 P.2d 887, Oklahoma City Zoological Trust v. State, 2007 OK 21, 158 P.3d 461 Oklahoma Edue. Ass'n v, State ex rel. Oklahoma Legislature, 2007 OK 30, 158 P.3d 1058. Oklahoma Pub. Employces Ass'n v. Oklahoma Dep't of Cent. Servs. 2002 OK 71, 55 P.3d 1072. Osage Nation v. Bd. of Comm'rs of Osage Cnty. etal. 2017 OK 34, 394 P.3d 1224. 12,13 7,9, 13 6,7, 11, 13 16 6, 7,9, 10 10Ridings v. Maze, 2018 OK 18, 414 P.3d 835. Ryals v. Keating, 2000 OK CIV APP 24, 2 P.3d 378 Spann v. Cresswell, 1947 OK 17, 176 P.2d 803. State ex rel. OKlakoma Capitol Imp. Auth. v. E, A. Cowen Const. Co., 1974 OK 4, 518 P.2d 1264.... Toxic Waste Impact v. Leavitt, 1994 OK 148, 890 P.2d 910. Tulsa Exposition & Fair Corp. v. Bd. of Coe Comm'rs of Tulsa Cty, 1970 OK 67, 468 P.2d 501 12,13 6,7 14 US. Bank, N.A, ex rel. Credit Suisse First Boston Heat 2005-4 y, Alexander, 2012 OK 43, 280 P.3d 936. Walker v. Builddirect.com Tech, Inc 2015 OK 30, 349 P.3d 549, Warth v, Seldin, 422 U.S. 490 (1975) Statutes Okla. Const. art, 10 § 26. 1208. § 1651 12.0.8. § 2012(B\(1) 12 OS. § 2012(B\6) 190.8. 215.4 19.0.8. § 339 190.8. § 513 19.0.8. § 904.1 60 OS. § 176 Other Authorities 2004 AG 17... 12,3, 10, 13 1,2, 13,15Motion On October 5, 2020, the Oklahoma Board of County Commissioners (“BOC passed a resolution by a vote of 2-1 stating a policy position providing that the Oklahoma County Detention Center (“Detention Center”) should cooperate with detainers issued by U.S. Customs and Immigration Enforcement (“ICE”). The Petition in this case, at 33, states that various people, who are not named and not made a part of this case, vociferously objected to that policy. On October 7, 2020, Petitioners filed this suit to seek a legal ruling in favor of the policy position which had been voted by two of the County Commissioners. Although the Petitioners set forth a political controversy with respect to the protesters referred to in § 33, they do not set for a legal controversy giving them a cause of action in a court against the Oklahoma County Criminal Justice Authority (“Jail Trust”), Further, although the County Commi joners can certainly state their political views, the Respondent here, the Jail Trust, was expressly created as a public trust which is independent of the BOCC. Jail Trust hereby moves to dismiss Petitioners’ First Amended Petition for Declaratory Judgment (the “Petition”) under 12 0.8. § 2012(B)(1). This case does not present subject matter jurisdiction since none of the Petitioners have standing to sue, and because there is no actual case or legal controversy. People with an interest in a political controversy are not entitled to have a court intercede to take sides. The Jail Trust also moves for dismissal under 12 O.S. § 2012(B)(6) Petitioners fail to state a claim on which relief may be granted since a policy opinion passed by the BOCC related to operation of the Detention Center Detention Center has no legal authority to bind the operations of the Jail Trust and, regardless, the documents on which the Petitioners rely demonstrate that the BOCC could not encroach on the independence of the Jail Trust. The Petition should be dismissed in its entirety.This motion does not ask the Court to take sides on the political issues concerning ICE, This motion asks only that the Court apply well-established Oklahoma law that this Petition does not allege a valid case for a court and should be dismissed. Baier iv SuProRT This case should be dismissed as a matter of Jaw. As demonstrated below: (a) These three Petitioners do not have standing to maintain the suit, and it must be dismissed for lack of jurisdiction under 12 0.S. § 2012(B)(1). None of the three Petitioners has a concrete stake in the outcome of this case. The Petitioners are one County Commissioner, a private citizen, and an organization whose purpose is to protect rights concerning firearms. None of the Petitioners has a property or financial interest in the ICE detainer issue. These Petitioners have a policy opinion, as they are entitled to, but courts do not entertain jurisdiction to takes sides in political opinion disputes. (b) Because there is no substantial and legally cog ible controversy, the Petitioners’ request is for an advisory opinion and should be dismissed for lack of jurisdiction under 12.0.8. § 2012(B)(1). (©) The Petition should be dismissed for failure to state a claim, 12 O.S. § 2012(B6). The BOCC’s declaration of its policy is not a law which binds the operations of the Detention Center. (4) The Petition should further be dismissed for failure to state a claim, 12 O.S. § 2012(B)(6), because the Trust Indenture and Lease referred to in the Petition and signed by Petitioner Calvey explicitly provide that the Jail Trust will have “exclusive management and contro!” over the operations of the Detention Center and that the county shall not have a “right to control or direct” the actions of the Jail Trust.FACTUAL BACKGROUND, 1, The Jail Trust was created by a Trust Indenture, on May 22, 2019, signed by Petitioner Kevin Calvey as Trustor, and nine (9) trustees. See Ex. 2, Trust Indenture," 2. The Trust Indenture gives the Jail Trust the “exelusive management and control” of the Detention Center. Ex. 2, Trust Indenture, Article IV; Article VIII(28). 3. The Trust Indenture makes clear that the Jail Trust Trustees have “all appropriate power... to accomplish the purposes [of the Indenture] without i Article VIII(32) (emphasis added) 4. The Trust Indenture requires that the Jail Trust “develop by-laws and or policies and procedures to address administration of the Jail Facilities identified hereunder to meet the following goals, including but not limited to (i) providing for the efficient processing and release of inmates in a timely manner following an order of release or posting bond.” Ex. 2, Trust Indenture, Article VIII(38) (emphasis added). 5. The Trust Indenture explicitly requires “Neither shall [Oklahoma County] have any authority, power or right whatsoever, to do or transact business for, on behalf of or binding upon [the Jail Trust] or upon the Trust Estate, nor the right to control or direct the actions of the Trustees pertaining to the Trust Estate or any part thereof ....” Ex. 2, Trust Indenture, Article X (emphasis added) 6. OnMonday, October 5, 2020, the BOC carried a motion “to fully cooperate with the personnel and contractors of the federal [ICE] agency, to allow full ICE access to the ' Evidentiary materials provided in support of the Jail Trust’s Motion to Dismiss for lack of subject matter jurisdiction under 12 O.S. § 2012(B)(1) do not convert this Motion into a motion for summary judgment, Doe v. First Presbyterian Church U.S.A. of Tulsa, 2017 OK. 106, 414, 421 P.3d 284, 288; Osage Nation v. Bd. of Comm'rs of Osage Cty. and Osage Nation v. Osage County Bd. of Adjustment, 2017 OK 34, 4 64, 394 P.3d 1224, 1245.[Detention Center], and to honor 48-hour ICE detainers on persons in the [Detention Center}.” Ex. 3, Meeting Minutes. Commissioners Calvey and Maughan voted in favor of the motion and ‘Commissioner Blumert voted against it. See id. 7. Petitioners ask the Court to make two declarations: First, that “Oklahoma is not a “sanctuary state” like California Second, that based on a Lease, the policy enacted by the BOCC governs how the Jail Trust operates the Detention Center. See Petition, pg. 1 8. Petitioner Oklahoma Second Amendment Association (“OK2A") is an entity whose mission relates exclusively to protection of the Second Amendment. See www.ok?: (last accessed October 26, 2020) (The website's “Home” and “About Us” pages are attached as Exhibit 4). OK2A declares itself the “States Leading Advocate for 2"! Amendment Rights” which exists to “[plrovide research and wording to legislators for Second Amendment legislation . [o}rganize grassroots to support pro-Second Amendment legislation, and “[e]ducate ... concerning the Second Amendment.” However, in this lawsuit, OK2A maintains it “has an interest in seeing the laws of Oklahoma and the United States regarding law enforcement interpreted appropriately.” Petition 1 9. Petitioner Tom Vineyard (“Vineyard”) claims standing based on his status as a “taxpayer” who “has an interest in seeing the laws of Oklahoma and the United States regarding Jaw enforcement to be interpreted appropriately.” Petition § 3. 10, Petitioner Kevin Calvey (“Calvey") brings this action based on his status as Commissioner for Oklahoma County District 3 and position as Trustee on the Jail Trust. Petition 12. 11, Petitioners plead this action against the Jail Trust is not “hostile” to the Jail Trust. Petition 44.12. Petitioners assert the policy passed by BOCC on October 5, 2020 deprived the Jail Trust of the ability to exercise its independent decision-making with regard to the operation of the Detention Center. Petition § 34 13. Petitioners filed this Lawsuit because some individuals, who are not identified, “attempted during the BOCC meeting to intimidate Commissioners by shouting out of tum, g, and threatening legal action to stop the policy.” Petition 4 33. 14, The Petition does not allege that the Jail Trust threatened legal action or created any financial risk. See generally, Petition 15, The Petition does not allege that the Jail Trust is refusing to comply with the BOCC’s policy. See generally, Petition. 16, The Petitioners do not allege that (a) they have an injury in fact and (b) that injury was caused by an act of the Jail Trust. See generally, Petition, 17, Petitioners rely on a Lease which provides that the Jail Trust “will comply with all valid acts, rules and regulations of any local, state, or federal body or officer having jurisdiction applicable to the leased property, or any part thereof, regarding its management, operation and maintenance of the leased property.” Ex. 1, Lease Agreement, Article 1V(H), 18, The Lease Agreement also provides that the Jail Trust “shall be responsible for all ‘management of the [the Detention Center] in accordance with the Indenture.” Ex. 1, Lease Agreement, Article II(F), II(A); see also Article TV(H)(3) (“That it will perform all things necessary and practical to accomplish the purposes of the Lessee .. . within the scope of the power and duties set forth in the Trust Indenture.” ),ARGUMENTS & AUTHORITIES 1. Tis COURT LACKS JURISDICTION 10 RESOLVE PETITIONERS” CLAIMS In order to invoke the Court’s subject matter jurisdiction, a party seeking a declaratory judgment must (a) meet the required elements of standing and (b) satisfy the Court that it is not seeking an advisory opinion. Knight ex rel. Ellis v. Miller, et al., 2008 OK 81 at 8, 195 P.3d 372, 374 (Warning that the “Court does not issue advisory opinions or answer hypothetical questions where there is no case or controversy, and this rule does not change when a declaratory judgment is involved.") Matter of Estate of Doan, 1986 OK 15, § 7, 727 P.2d 574, 576 (referring to standing “as a jurisdictional question.”); CPT Asset Backed Certificates, Series 2004-ECI v, Cin Kham, 2012 OK 22, § 16, 278 P.3d 586, 590. The absence of justiciability requires dismissal of the proceeding. Arbuckle Abstract v. Scott, 1998 OK 125, 4 20-22, 975 P.2d 879, 88. A. PETITIONERS DO NOT HAVE STANDING. The party invoking the Court's jurisdiction bears the burden to establish standing. Oklahoma Educ. Ass'n v. State ex rel. Oklahoma Legislature, 2007 OK 30, 47, 158 P.3d 1058, 1062. “'Standing focuses on the party seeking to get his complaint before the court and not on the issues tendered for determination.” Knight ex rel. Elli v. Miller, 2008 OK 81 at { 11, 195 P.3d at 375 (quoting Democratic Party of Oklahoma v. Estep, 1982 OK 106, § 7, 652 P.2d 271, 274), Standing must be determined as of the commencement of the lawsuit. U.S. Bank, N.A. ex rel. Credit ‘Suisse First Boston Heat 2005-4 v. Alexander, 2012 OK 43, § 18, 280 P.3d 936, 940 (quoting, Lujan v. Defenders of Wildlife, 504 U.S. 555, 570, n, 5 (1992)). A case can only proceed to the merits if standing exists. Toxie Waste Impact Group, Inc. v. Leavitt, 1994 OK 148, § 9, 890 P.2d 906, 911 The party invoking the Court’s jurisdiction must show: (1) a legally protected interest which has been injured in fact; (2) a causal nexus between the injury and the complained-ofconduct; and (3) a likelihood that the injury is capable of being redressed by a favorable court decision, Leavitt, 1994 OK 148 at § 8, 890 P.2d at 910-911 (quoting Lujan, $04 U.S. at 360-61). ‘The injury in fact must be concrete, particularized, and actual or imminent — not conjectural or hypothetical. Leavitt, 1994 OK 148 at § 8, 890 P.2d at 910 (quoting Lujan, 504 U.S. at 560). In Oklahoma, standing is normally “limited to those persons whose pecuniary interest in the subject matter is directly and injuriously affected or one whose rights in property is either established or divested by the decision appealed.” Leavitt, 1994 OK 148 at 4 9, 890 P.2d at 911. Here the Petitioners allege neither a pecuniary nor a property interest that has been infringed, Although the Petitioners bring this case under the Declaratory Judgment Act, 12 OS. § 1651, et seq., the constitutional requirement of standing is still applicable. Inde. School Dist. No. 1 v, Scott, 2000 OK CIV APP 121, § 20, 15 P.3d 1244, 1250; Knight ex rel. Ellis v. Miller, 2008 OK 81 at | 8, 195 P.3d at 374 Gusticiability is necessary “[iJn order to invoke the court's jurisdiction under our declaratory judgment act.”); Conoco, Inc. v. State Dep't of Health of State of Ok, 1982 OK 94, ¥ 18, 651 P.2d 125, 13132 (cautioning that a declaratory judgment claim “cannot extend the jurisdiction of a court where it would not exist otherwise; and if a court lacks jurisdiction over a case. it cannot enter any rightful judgment.”); Arbuckle Abstract, 1998 OK 125 at $20, 975 P.2d at 888, 1, PETITIONERS’ INTEREST IN THIS CASE IS NOT IS DIRECT, IMMEDIATE, AND. SUBSTANTIAL, AND THEY HAVE NO INJURY. Petitioners’ political opinions are insufficient to establish standing. “Not only is standing confined to those whose interest in the controversy is “direct, immediate and substantial’, a litigant must also have a personal stake in the outcome.” Hendrick v, Walters, 1993 OK 162, 5, 865 P.2d 1232, 1236-37; Arbuckle Abstract, 1998 OK 125 at § 20, 975 P.2¢ at 888; Oklahoma Educ. Ass'n v, State ex rel, Oklahoma Legislature, 2007 OK. 30, § 16, 158 P.3d 1058, 1064 (“When a partydoes not rely on a particular statute or constitutional provision authorizing suit, the question of standing depends on whether the party has ‘alleged a personal stake in the outcome of the controversy.””) (quoting Inde, Schoo! Dist. No. 9 v. Glass, 1982. OK 2, § 8, 639 P.2d 1233, 1237). “[A]s a general rule the courts decide questions only when those urging them have an interest to protect.” Miller v. Gonzales, 2010 OK CIV APP 56, § 13, 239 P.3d 163, 170 (quoting City of Shawnee v. Taylor, 1943 OK 11, 4 4, 191 Okla, 687, 132 P.2d 950, 952). “One who is not ‘aggrieved’ by a decision—however erroneous—may not bring a challenge to its valid Democratic Party of Oklahoma v. Estep, 1982 OK 106, § 7, 652 P.2d 271, 274 Vineyard’s and OK2A’s sole basis for standing is that they “ha[ve] an interest in seeing the laws of Oklahoma and the United States regarding law enforcement to be interpreted appropriately.” Petition at p. 2, {f| 1, 3. However, a general “interest in seeing the laws of Oklahoma and the United States regarding law enforcement interpreted appropriately” has been consistently rejected as a basis for standing. E.g. Farley v. City of Claremore, 2020 OK 30, § 66, 465 P.3d 1213, 1243 (finding plaintiff lacked standing because her allegations were “in the nature of an alleged ‘public wrong’ to the population in a general sense.”); Warth v. Seldin, 422 U.S. 490, 499 (1975) (*{T]he Court has held that when the asserted harm is a ‘generalized grievance” shared in substantially equal measure by all or a large class of citizens, that harm alone normally does not warrant exercise of jurisdiction.”); Lujan, 504 U.S. at $75 (1992) (reaffirming that standing cannot be based solely on a generalized injury “common to all members of the publie.”)2 ? Oklahoma courts routinely look to and cite federal cases for rules of standing. See, e.g.. Indep. Sch, Dist, No. 5 of Tulsa Cty. v. Spry, 2012 OK 98, §| 2, 292 P.3d 19, 20 (citing Flast v. Cohen, 392 U.S. 83, 100 (1968)); Fent v. Contingency Review Bd., 2007 OK 27, §|7, 163 P.3d 512, 519 (citing Lujan, 504 U.S. at $60); Bank of Am., NA v. Kabba, 2012 OK 23, 4, 276 P.3d 1006, 1008 (iting Liyjan, 504 U.S. at 570 n.5); Hendrick v. Walters, 1993 OK 162, © 5 n.14, 865 P.2d 1232, 1236 n.14 ("Since our standing standards are analogous to those pronounced by the United States Supreme Court, the latter's jurisprudence is instructive.”),Petitioner Calvey also asserts an interest based on his status as a County Commissioner. Petition at p. 2, 2. However, under 19 O.S. § 215.4, only the District Attomey may represent the BOCC or the County in this kind of proceeding. See Motion to Dismiss by David Prater, District Attomey, filed 11/2/20, at p. 2-12. Therefore, even if there was a viable cause of action for the county, such action could only be brought be the Dist Attomey, Oklahoma courts have routinely and consistently affirmed the dismissal of actions against government entities where the party seeking the declaratory judgment has not sustained any specific legal harm.’ The Petitioners here do not have any articulable financial interest or property right in the outcome of this litigation, Petitioners fail to show any “legally protected interest” let alone a casual nexus to any “complained of conduct™ by the Jail Trust, and the case should be dismissed. 2. THIS LAWSUIT IS NOT RELATED TO OK2A’S ORGANIZATIONAL PURPOSE. v Oklahoma law provides that “[AJn association has standing to bring suit on behalf of its ‘members when: (a) its members would otherwise have standing to sue in their own right; (b) the interests it seeks to protect are germane to the organization's purpose; and (c) neither the claim 2 E.g., Oklahoma Educ. Ass'n v. State ex rel, Oklahoma Legislature, 2007 OK. 30, 9 16-17, 158 P.3d 1058, 1064-65 (rejecting plaintiffs’ declaratory judgment action against the Oklahoma Legislature concerning schoo! funding because the plaintiffs failed to allege a legally protected terest and thus lacked standing); Indep. Sch. Dist. No. 1 of Oklahoma Cty. v. Scott, 2000 OK CIV APP 121, #9] 17-20, 15 P.3d 1244, 1249-50 (dismissing a declaratory judgment action against the State Auditor based on a disagreement with conclusions in an auditor's report because the injury alleged by plaintiff was contingent upon speculative future acts by the State Auditor); Herring v. State ex rel. Oklahoma Tax Comm'n, 1995 OK 28, $§ 8-10, 894 P.2d 1074, 1076 (affirming, dismissal of a declaratory judgment action against the Oklahoma Tax Commission based on a lack of standing because plaintiff failed to show a financial injury associated with changes to Oklahoma’s Special Indemnity Fund); Ryals v, Keating, 2000 OK CIV APP 24, 4 8, 2 P.3d 378, 381 (rejecting a declaratory judgment action against the Governor and the Oklahoma Tax ‘Commission for lack of standing because plaintiff had not suffered any financial harm associated with a new motor fuel tax).asserted nor the relief requested requires the participation of individual members in the lawsuit.” Oklahoma Pub. Employees Ass'n v. Oklahoma Dep't of Cent. Servs., 2002 OK 71, 49, $5 P.3d 1072, 1077 (emphasis added). An organization seeking standing has the additional burden to show that at least one of the organizations members has standing, /d. at § 9-11 OK2A fails meet the required elements of organizational standing. OK2A declares itself the ate’s Leading Advocate for 2"! Amendment Rights” which exists to “[p]rovide research and wording to legislators for Second Amendment legislation... [o}rganize grassroots to support pro- Second Amendment legislation, and “[e]ducate . . . concerning the Second Amendment.” Ex. 4, Even if this litigation was somehow related to OK2A’s organizational purpose, OK2A has failed o show that any of its individual members have standing, which is an independent and sufficient ground for dismissal under Oklahoma law. Oklahoma Educ. Ass'n v. State ex rel. Oklahoma Legislature, 2007 OK 30, | 12, 26, 158 P.3d 1058, 1064 (affirming dismissal of declaratory judgment action on standing grounds because the organization “failed to meet its burden to show that any of its members have a right of their own to assert injury to the rights of Oklahoma's students.”), OK2A fails to establish standing for two reasons, First, as detailed in Fact No. 8 above, OK2A’s purpose is to protect Second Amendment rights, and this case is not “germane to the organization's purpose.” O.E.A, supra, Second, OK2A does not allege that any of its members have standing as required by O.£.4., supra. The fact that one of the members of OK2A has an opinion about jail operations in addition to firearms rights does not mean they can enlist a court to endorse their policy position concerning jail operations. B. He Pet JON SEEKS AN ADVISORY OPINION AND MUST BE DISMISSED. A second reason the Petition should be dismissed under 12 O.S. § 2012(B)(1) is because Petitioners seek an advisory opinion. Their demands are explicitly characterized as non-hostile, demonstrating there is no actual controversy to resolve. (Petition § 4-5; the action is not “hostile”to the Jail Trust.) The “first requisite of a proper case for declaratory relief is an actual controver y." Knight ex rel. Ellis v. Miller, 2008 OK 81, 4 8, 195 P.3d 372, 374. In Miller, the Supreme Court firmly established that “fiJn order to invoke the court's jurisdiction under our declaratory judgment act, there must be an actual, existing controversy between parties having opposing interests, which interests must be direct and substantial, and involve an actual, as distinguished from a possible, potential or contingent dispute.” /d. (quoting Gordon v, Followell, 1964 OK 74, § 0, 391 P.2d 242, 243) (syl. no. 1 by the Court). The Supreme Court has also established that: The controversy must be between parties having opposing interests, which interests, are direct and substantial, and the matter must involve an actual, as distinguished from a possible, contingent, or potential dispute. Arbuckle Abstract, 1998 OK 125 at $20, 975 P.2d at 888 (citing Gordon, 1964 OK 74 at § 0, 391 P.2d at 242-43 (syl. no. 1 by the Court)). Therefore, a declaratory judgment action should be dismissed as requesting an advisory opinion on either of two alternative grounds: (1) the demands in the Petition are non-antagonistic; or (2) the demands are antagonistic, but they are speculative, contingent, or potential. See id. Petitioners’ d laratory judgment action should be dismissed on either of these alternative grounds This case does not satisfy the actual controversy test of Knight, Arbuckle Abstract, and Gordon, Here, Petitioners admit that “[The Jail Trust] is a named Respondent in its individual capacity only, and this action is not intended to be hostile to the [Jail Trust)” Petition § 4; see also 45 (Petition is also non-hostile to Attorney General Mike Hunter), Petitioners’ admission that this does not involve antagonistic demands between parties with opposing interests is fatal to their Petition, Knight ex rel. Ellis v. Miller, supra. The Petition’s request for a declaration that Oklahoma is not a sanctuary state like California, Petition, p.1, further demonstrates that this case asks for an advisory opinion. The ulPetition does not allege that the Jail Trust thinks Oklahoma is a sanctuary state. Indeed, the Petition has not named anyone who thinks Oklahoma is a sanctuary state. Even the BOCC has not taken a position that Oklahoma is not a sanctuary state like California, There simply is not an actual case or controversy of which the Court can take jurisdiction. Even if the Court could find antagonistic demands are present, however, a case should be dismissed as requesting an advisory opinion where antagonistic demands between the parties are merely speculative, contingent, or remote. House of Realty, Inc. v. City of Midwest City, 2004 OK, 97,4 12, 109 P.3d 314, 318 (dismissing a claim for declaratory relief against Midwest City as an advisory opinion where the City’s exercise of eminent domain was speculative); State ex rel Oklahoma Capitol Imp. Auth. v. E, A. Cowen Const. Co., 1974 OK 4, 17, 518 P.2d 1264, 1266 (What [plaintiff] seeks here is not the resolution of a justiciable controversy, based on proved or stipulated facts, but rather an advisory opinion based on speculative facts.”); Gordon v. Followell, 1964 OK 74, 4 9-10, 391 P.2d 242, 244 (dismissing a declaratory judgment claim on jurisdictional ‘grounds because of a lack of “actual, existing justiciable controversy” where “[n]o property is described and no property rights are advanced”), This lawsuit seeks the Court's advisory opinion of whether the BOCC policy should be binding on the Jail Trust, and whether Oklahoma (as a whole) i sanctuary state, without laying. the foundation of sufficient, imminent legal controversy that warrants this Court's involvement Petitioners do not dispute that ICE currently operates in the Detention Center, issues ICE detainers, or that the Jail Trust is cooperating with the ICE detainers. Petitioners have not even speculated about a removal of ICE from the Detention Center or a refusal to comply with ICE detainers. Petitioners do not allege that they would be the subject of an ICE detainer. Further, Petitioners do not allege an act by the Jail Trust which has legally damaged them. Instead, Petitioners present a 12general opinion that a majority (two) of the County Commissioners should be able to direct the operations of the Detention Center. It is a manifestly a request for an advisory opinion. The court should not issue an opinion addressing how and by whom various issues at the Detention Center should be resolved in hypothetical future cases. Following Knight, supra; House of Realty, Inc. v. City of Midwest City, supra; Oklahoma Capitol Imp. Auth. v. E. A. Cowen Const. Co, supra; and Inde. Schoo! Dist. No, 1, supra, this Court should simply dismiss this request for an advisory opinion pursuant to 12 0.8. § 2012(B\(1). I. PeTrTIoNERS FAIL To STATE A CLAIM Oklahoma law has long established that a claim is properly dismissed pursuant to 12 0.S, § 2012(B)(6) either “for lack of any cognizable legal theory or for insufficient facts under a cognizable legal theory.” Miller v. Miller, 1998 OK 24,4 15, 956 P.2d 887, 894; Ridings v. Maze, issed for failure to state a 2018 OK 18, 414, 414 P.3d 835, 837. Here, the Petition should be dis claim because (a) the adoption of the policy by two commissioners does not establish an affirmative law binding on the Jail Trust, and (b) the documents relied on in the Petition demonstrate that the Trust Indenture, controls the authority of the Jail Trust. A, BOCC POLICY VoTes ARE NOT BINDING ON THE JAIL TRUST. ‘The Petition is based upon a 2-1 vote of the BOCC on October 5, 2020, of a motion “to fully cooperate with the personnel and contractors of the federal [ICE] agency, to allow full ICE access to the [Detention Center], and to honor 48-hour ICE detainers on persons in the [Detention Center].” Ex. 3, Meeting Minutes * This Court may take judicial notice of “public records and government documents avaitable from reliable sources on the internet, such as websites run by governmental agencies... ..” Farly v, City of Claremore, 2020 OK 30, 4 13, 465 P.34 1213, 1222Although two Commissioners have the authority to state a policy or political opinion, that does not mean they have passed a law controlling the operation of the Detention Center. The BOCC has no inherent authority to make law or policy binding on the Jail Trust or Detention Center its powers are confined to specific matters authorized by statute, and any such grant of powers is to be strictly construed. Johnston v. Conner, 1951 OK 262, 4 7, 236 P.2d 987, 989 (recognizing that counties in Oklahoma are involuntary, subordinate political subdivisions of the state that have no inherent powers of their own); Tulsa Exposition & Fair Corp. v. Bd. of Cty. Comm'rs of Tulsa Cty., 1970 OK 67, § 26, 468 P.2d 501, 507 (“Counties have only such authority as is granted by statute.”); Spann v. Cresswell, 1947 OK 17,4, 176 P.2¢ 803, 803 (“[G]rant{s] of powers to boards of county commissioners must be strictly construed.”). The BOCC has no statutory authority to regulate immigration policy or the internal operations of the Detention Center. See 19 O.S. § 339 (listing the general powers of County Commissioners, none of which provide or even suggest any power to regulate immigration policy for the jail or the operations of the Detention Center): 19 O.S. § 904.1 ef seg. (providing governing authority for county jail trusts, none of which gives the BOCC any control over the Jail Trust or the Detention Center). Under Oklahoma law, the sheriff — not the BOCC ~ is the policymaker for the county jail. Estate of Crowell ex rel. Boen v. Bd. of Cty. Comm'rs of Ct». of Cleveland, 2010 OK 5, $ 23, 237 P.3d 134, 142 (citing Madoux v. City of Norman, 2008 WL 938596 at *1 (W.D. Okla, 2008)); see also 19 O.S. § 513 (“The sheriff shall have the charge and custody of the jail of his county"); 19 O.S. § 513.2 (imposing the sheriff's duties and responsibilities for jail operation and management onto a public trust operating or managing a detention facility); Carhey v. Bd. of Cty. Commissioners of Tulsa Cty., 2020 WL 1289537, at *2 (N.D. Okla, Mar. 18, 2020) (establishing that “[t]he BOCC has no authority or control over the sheriff” because 19 O.S. § 339does not specifically provide for such authority.). The BOCC’s policy relied on in the Petition is insufficient to bind the Jail Trust as a matter of law. B. THE DOCUMENTSS RELIED ON IN THE PETITION DEMONSTRATE THE JAIL TRUST Must Br INDEPENDENT. ‘The Pei joners’ argument that a provision of the Lease gives the BOCC power to control the operation of the Detention Center cannot succeed as a matter of law. The Trust Indenture, adopted by a unanimous vote of the BOC and filed of record with the County Clerk on June 10, 2019, is the governing document of the Jail Trust. The Jail Trust was created by virtue of Title 60, Section 176 er seg, by which the Legislature authorized the creation of express public trusts existing for the benefit of one or more governmental entities. /d. The statute is clear, however, that although the trust exists to perform a governmental function on behalf of their beneficiary, “the affairs of the public trust shall be separate and independent from the affairs of the beneficiary in all matters or activities authorized by the written instrument creating such public trust, 5 This Court may consider the BOCC Policy, the Lease and Trust Indenture without converting the motion to a motion for summary judgment because they are explicitly referenced in the Petition. Gaylord Entertainment Co. v. Thompson, 1998 OK 30, $4, n. 10, 958 P.2d 128, 136. Petitioners reference and rely on the Lease in p. 1, p. 2.414, and p. 6 {| 30-32. The Lease Agreement is dependent on and makes multiple references to, the Trust Indenture. See Lease Agreement Article III(A) (“The Authority, pursuant to the Trust Indenture, shall be responsible for... management of the Oklahoma County Detention Center in accordance with the Indenture.”); Article IV(H)(3): “That it will perform all things necessary and practical to accomplish the purposes of the Lessee . .. within the scope of the power and duties set forth in the Trust Indenture.” Ex. 1, Lease Agreement at [V(H)(3). The Oklahoma Supreme Court acknowledges that “[a] contract may include separate writing or portions thereof, if properly incorporated by reference.” Walker v, Builddirect.com Tech. Inc., 2015 OK 30 11, 349 P.3d $49, 353. When that occurs. ““that other document, or portions to which reference is made, becomes constructively a part of the writing’ forming a single instrument.” /d. Accordingly, this Court may consider the Lease, the policy passed by the BOCC, and the Trust Indenture cited in the 2012(b)(6) portion of this brief without converting the motion to a motion for summary judgmentincluding. but not limited to the public trust's budget, expenditures, revenues and general operation and management of its facilities or functions . . ..” 60 O.S. § 176.1(D) (emphasis added).* And, when the beneficiary of a public trust maintains a de jure or de facto control over the functions of the public trust, the trust may be declared illusory. See e.g. Oklahoma City Zoological Trust v. State, 2007 OK 21 Ff L1-14; 158 P.3d 461, 466-67 (“This court is mindful that « public trust may be declared to be ‘illusory’ upon a judicial finding of a sham fabricated by one to circumvent one’s obligations under [state statute].”). As the Attorney General has explained, an entity like the Jail Trust “steps into the shoes of the county and the heriff for the purposes of operating the county jail.” 2004 AG 17,94. Consistent with 60 ©.S. §176 et seg. the independence of the Jail Trust and the County is explicitly acknowledged in the Lease. Article V of the Lease addresses the “Relationship of the Parties.” It provides: “This Agreement is made between two political subdivisions.” The Lease is correct. The Jail Trust and the County are two separate entities, and neither can control the operations of the other. The scope of the Jail Trust’s power and duties are clearly set forth in the Trust Indenture, which relied upon by the Petition, at ¥ 4, and was signed by Petitioner Kevin Calvey as Trustor. ‘The Indenture grants specific powers to the Trust including = Article [V(1)(a): “specific powers” to “operate ... Jail Facilities for the temporary or longer term detention or incarceration of adult or appropriate youthful offender males and females © A principal reason a governmental entity creates such a public trust is the availability of alternative methods of financing, as compared to county operations. Compare Okla, Const. art. 10 § 26 (prohibiting counties from becoming indebted without voter approval) with 60 O.S. § 176(A) (permitting a trust to “issue obligations, enter into financing arrangements including, but not limited to lease-leaseback, sale-leaseback, interest rate swaps and other similar transactions).je VIII(28); “to exercise exclusive management and control of the properties of the Trust Estate.” - Article VIII(32): “all appropriate power . .. to accomplish the purposes [of the Indenture] without inhibition.” ‘The Trust Indenture further authorizes that the Jail Trust “develop by-laws and or policies and procedures to address administration of the Jail Facilities identified hereunder to meet the following goals, including but not limited to (i) providing for the efficient processing and release of inmates in a timely manner following an order of release or posting bond.” Ex. 2, Trust Indenture, Article VIII(38). Finally. the Trust Indenture explicitly requires that “Neither shall [Oklahoma County] have any authority, power or right whatsoever, to do or transact business for, on behalf of or binding upon [the Jail Trust] or upon the Trust Estate, nor the right to control or direct the actions of the Trustees pertaining to the Trust Estate or any part thereof ....” Ex. 2, Trust Indenture, Article X (emphasis added). The Petitioners’ argument that a provision in the Lease somehow nullifies the provisions of the Trust Indenture cannot succeed. First, the Lea is expressly based on the Trust Indenture, see Article I, and is explicit that it is not intended to encroach upon the powers of the Jail Trust. For example: ~The Lease Agreement also provides that the Jail Trust “shall be responsible for all ‘management of the [the Detention Center] in accordance with the Indenture.” Ex. 1 Lease Agreement, Article III(A). ~The Lease acknowledges that the Jail Trust “is charged with the duty to carry out the functions of operating and managing the Oklahoma County Detention Center in accordance with the laws of the State of Oklahoma.” /d., Art. - Further, Article III of the Lease provides that the parties agree that “The Authority, pursuant to the Trust Indenture, shall be responsible for all costs related to the day- today operations, routine maintenance, and management of the Oklahoma County Detention Center in accordance with the Indenture.” /d., Art. IIL = Article 1V(H1)(3) provides that the Jail Trust “will perform all things necessary and practical to accomplish the purposes of the Lessee in respect to this agreement, withinthe scope of the powers and duties set forth in the Trust Indenture.” [d., Art. IVH)G). Even if the BOCC had passed a law purporting to govern the operations of the Jail Trust, such a law would have been invalid in light of the provisions of the Trust Indenture, as acknowledged in the Lease. Petitioners assertion that a policy enacted by the BOCC could govern the Jail Trust's operation of the Detention Center (Petition § 32), is inconsistent with the Trust Indenture, the Lease and Oklahoma law relating to public trusts. Petitioners’ view would allow two commis joners on the BOC' to adopt any policy relating to the operation of the Detention Center and force that policy on the Jail Trust, eviscerating the Jail Trust's independence from the BOCC and reducing it to nothing but an alter ego of its beneficiary. Il. Conciusion Defendant Oklahoma County Criminal Justice Authority respectfully requests Petitioners” Petition be dismissed in its entirety with prejudice. Petitioners have no standing to pursue their claims and improperly ask this Court for an advisory opinion, Moreover, even if Petitioners could present a justiciable controversy to this Cour, they fail to state a claim as a matter of law because the BOCC policy vote could not govern the Jail Trust's operations and because the Jail Trust is a separate legal entity as a matter of law. Petitioners claims should be dismissed. 18DATED this 13th day of November, 2020. Respectfully submitted, Ph W/ Uaeere Robert G. McCampbell, OBA No. 10390p Paula M. Williams, OBA No. 30772 Brennan T. Barger, OBA No. 34292 GaBLeGorwats One Leadership Square, 15" Floor 211 North Robinson Oklahoma City, OK 73102 (405) 235-5500 (405) 235-2875 (fax) Imecampbellig gablelay com ablelaw com pwilliams salelae. com Attorneys for Defendant Oklahoma County Criminal Justice AuthorityCERTIFICATE OF SERVICE Thereby certify that on the 13th day of November, 2020, a true, correct, and exact copy of the above and foregoing instrument was served via email and via first-class mail on the following persons: Kevin Calvey P.O. Box 20443 Oklahoma City, OK 73156 cualecvtan vil.com David W, Prater, District Attorney 320 Robert S. Kerr, Suite 505 Oklahoma City, OK 73102 david pratcrg.oklahonuconnty.0 PU Were Paula M. Williams 20EXHIBIT 1Defendant’s Exhibit 1 LEASE AGREEMENT. BETWEEN THE BOARD OF COUNTY COMMISSIONERS OF OKLAHOMA COUNTYAND THE OKLAHOMA COUNTY CRIMINAL JUSTICE AUTHORITY Based upon the following recitals, the Oklahoma County Board of County Commissioners (hereinafter BOCC, Board, or Lessor) and the Oklahoma County Criminal Justice Authority (hereinafter OCCJA, Authority or Lessee), enter into this Lease Agreement (hereinafter Agreement) for the Lease of the Oklahoma County Detention Center, A.K.A. “County Jail or Jail” to become effective July 1, 2020, upon its approval by all parties. ARTICLE I: RECITALS WIIEREAS, the Board of County Commissioners is the body corporate and politic of Oklahoma County and is empowered to enter into contracts on behalf of the County. 19 Okla. Stat. § 1,3; and WHEREAS, the Oklahoma County Criminal Justice Authority is a public trust created pursuant to 60 Okla. Stat. § 176 et seg. By the authority of the Trust Indenture and in accordance with 19 Okla. Stat. § 513.2, the Authority is charged with the duty to carry out the functions of operating and managing the Oklahoma County Detention Center in accordance with the laws of the State of Oklahoma, ARTICLE Il: GENERAL TERMS AND CONDITIONS, ‘A. This Agreement shall become effective July 1, 2020 and end on June 30, 2021, with the option to renew for additional one-year periods. B. This Agreement constitutes all ofthe terms and conditions agreed upon by the parties and no party, agent, administrator, or their employees may alter or change the terms hereof. Further, no party shall be bound by any statement or representation not in conformity with this Agreement. C. Titles of Paragraphs are inserted solely for convenience of reference and shall not be deemed to limit, expand or otherwise affect the provisions to which they relate. D. The terms of this Agreement may be amended as required by law or as may be in the interests of the parties. Any such modification and its effective date will be agreed upon by all parties in waiting. E. A waiver by the parties of any provision of this Agreement must be in writing and signed by the parties hereto. F. The rights and duties under this Agreement are not assignable except upon prior written consent of the parties hereto.ARTICLE HI: DETENTION CENTER MANAGEMENT AND OPERATIONS ‘A. The parties agree that the management and operation of the Oklahoma County Detention Center shall be in accordance with the following terms and conditions: 1. Management, Operation and Maintenance of the Detention Facility. ‘The Authority, pursuant to the ‘Trust Indenture, shall be responsible for all costs related to the day-to-day operations, routine maintenance, and management of the Oklahoma County Detention Center in accordance with the Indenture. ARTICLE IV: LEASE, ‘A. The Lessor, pursuant to this Agreement, has determined to lease certain real property known as the Oklahoma County Detention Center, located in Oklahoma County, more particularly described in Exhibit “A” hereto to the Lessee. The total amount of compensation to be paid by the Lessee, to the Lessor, shall be $10.00 per year for the term of agreement B. For the term of this Agreement, the Authority shall pay and provide for all utilities for the Oklahoma County Detention Center. As used herein, utilities shall mean electric, gas, water, and sewer, telephone, and fiber connection(s). C. To the extent permitted by applicable law, it is expressly agreed that the Authority shall be responsible for any damages to property caused by visitors, detainces, invitees, or employees. D. The Authority will, at its sole cost and expense, conduct routine maintenance and repair of the physical structure of the jail. For the purposes of this agreement, routine maintenance and repair shall be defined as cleaning, inspecting, and servicing of equipment, buildings, and other systems in order to Lengthen the life-span of the equipment, building, or mechanical systems. E. Costs of capital repair and replacement of the capital structures at the existing jail, beyond the annual appropriations received from Oklahoma County, may reimbursed by the County to the ‘Authority, until such time as the Authority has dedicated revenue source(s) for the operation, maintenance, and management of the Oklahoma County Detention Center, subject to available funding of the County. F, All furniture, fixtures, and equipment within the existing jail shall be the sole responsibility of the Authority, G. Authority agrees to meet all warranty requirements for both routine and capital items. H, Lessee hereby covenants and agrees: 1. To maintain and operate all leased property in accordance with the provisions of this agreement in a good and efficient manner, and will protect, indemnify, and hold harmless the lessor from any loss or damage directly or indirectly connected with, or arising out of, the management, operation and maintenance of the leased property. 2. That it will comply with all valid acts, rules and regulations of any local, state, or federal body or officer having jurisdiction applicable to the leased property, or any part thereof, regarding its management, operation and maintenance of the leased property. 3. That it will perform all things necessary and practical to accomplish the purposes of the Lessee in respect to this agreement, within the scope of the powers and duties set forth in the ‘Trust Indenture. 1. ‘The Lessee shall have no right or authority whatsoever to allow title of the Lessor to the leased property ot any part thereof or any substitutions thereof to be subjected to any encumbrancefor the payment of any obligation or subjected to any mechanic's or materialmen’s lien or other lien; provided, that the forgoing shall not prevent the encumbrance of the leasehold interest portion of the Lessee to all or any specific portion of the leased property or any revenues therefrom in connection with the incurring of indebtedness by Authority or by law. The Lessee shall have no right to assign this lease; provided that an assignment thereof involved in, or made as an incident to, encumbrance of the leaschold interest of the Lessee to all or any portion of the leased property us permitted by bond indenture of the lessee, or subleasing of the leased property or any portion thereof for or as part of the operation thereof, shall not be construed as being prohibited hereby. ARTICLE V: RELATIONSHIP OF THE PARTIES This Agreement is made between two political subdivisions. This Agreement docs not create an employment relationship, a joint employment relationship, a borrowed servant relationship, an agency relationship, a joint venture, or an association between the parties. ARTICLE Vi: NO THIRD PARTY BENEFICIARIES. ‘Nothing in this Agreement is intended by the parties, nor shall the Agreement be construed to confer upon any person or legal entity not a party to this agreement any right, remedy, or equitable or legal. under or by reason of this Agreement or any provision hereof. All provisions, conditions, and terms of this Agreement are intended to be and are for the exclusive benefits of the Authority and the County. Nothing herein shall be construed as consent by # political subdivision of the State of Oklahoma to be sued by third parties or that this Agreement can be used in any I: LIABILITY, The Authority shall indemnily and hold harmless the Board of County Commissioners, and all of their employees from any and all assessments, judgments, costs including attorney's fees, and legal and other reasonable expenses that arise out of this lease agreement or the ‘maintenance and operation of the Detention Center pursuant to the Trust Indenture. ARTICLE VIII: SEVERABILITY CLAUSE IF any provision of this Agreement or its application to any person or circumstance is held invalid by any court of competent jurisdiction, such invalidity does not affect any other provision of this Agreement or its application that can be given effect without the invalid provision or application. ARTICLE IX: NOTICES All notices, designations, consents, offers. acceptances, or any other communication provided for herein will be given in writing and delivered by First Class U.S. Mail, by receipted hand delivery, or other similar and reliable carrier and addressed to each party as stated below.Notice will be deemed to be provided at the time it is actually received or within five days after deposited in First Class U.S. Mail Board of County Commissioners of Oklahoma County c/o Office of the Chairperson 320 Robert S. Kerr Oklahoma City, OK 73102 Oklahoma County Criminal Justice Authority clo Mr. Greg Williams, CEO and Jail Administrator 201 North Shartel Oklahoma City, OK 73102 With copies to: John Michael! Williams 522 Colcord Drive Oklahoma City, OK 73102 Legal Counsel for the Oklahoma Criminal Justice Authority District Attomey’s Office 320 Robert S. Kerr Oklahoma City, OK 73102 Legal Counsel for the Board of County Commissioners and the Oklahoma Treasurer ARTICLE : AUTHORIZATION Each party to this Agreement represents and warrants to the other that they have the right, power, and authority to enter into and perform their obligations under this Agreement. By their signatures hereto, the parties represent that all requisite action to approve execution, delivery, and performance of this Agreement has been taken and that this Agreement constitutes a legal, valid, and binding obligation to the entity he or she represents in accordance with its terms. ARTICLE XI: EXECUTION This Agreement may be executed in several counterparts, each of which shall be considered an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, in consideration of the mutual covenants set forth above and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties have entered into the above agreement and caused their duly authorized representatives to execute this Agreement.Lown Clu, baseme 6/22/2020 Kevin Calvey, Tricia Everest (DATE) Chairperson of the Board of County Chairperson of the Oklahoma County Commissioners of Oklahoma County Criminal Justice Authority Carrie Blumert, Oklahoma County Commissioner, Dist. 1 Brian Maughan J Oklahoma County Commissioner, Dist. 3 ATTEST: = 06-01-2020 lahoma County Clerk (DATE) Approved as to legality and form: Legal Counsel to the Oklahoma County Criminal Justice Authority Commissioners and the Oklahoma County Treasurer ATTACHMENT “A” Legal DescriptionEXHIBIT 206/34/2019 11:51 ett ‘oryavona secretary of starz * FILED - Oklahoma Secretary of State #5012760636 06! au Defendant's nau "18 JUN 10783:43; ‘TRUST INDENTURE, . CREATING THE wooo ‘OKLAHOMA COUNTY CRIMINAL JUSTICE AUTHO! KNOW ALL MBN BY THESE PRESENTS: ‘This ‘Trust Indenture dated as of the 22° day of May, 2019, by Kevin Calviy, acting ne ‘Chairman of he OkLshoma County Corcmlsfoner and tho tuflor hereof end hereinafter refered lo as the Traste, ad PD. ‘Tea 1 Sh of Oana Cosy ars designs) Kevin Caley, ta ‘County Commissioner of Okiahom County (or hisherdeslgex), Frances C. Ekweelcw 09 tho agpointe ofthe Distt One County Coromissioner, Ben Brown, asthe eppointee ofthe ister Two ‘County Commissione, Todd Lab as the appoint ofthe Dskiot Thre County Cammisione, ‘MIT Beny, Sim Coun, Tricia Bveret, Sue Ann All each as Comumisslon Appoinod Thislens ax ‘provided for herein, and thelr repective successors es provided hersin, who shall be and are hereinafter refered fo ‘ruses of the Oklshoma County Criminal Justice Autry, hereinafter refered fo as “Authority” or “Trust” hereby creates and eatablahes a public trust forthe use and ‘bouefitof Oklahoma County, Oklahoma (ho “Beneficiry") parmant tothe tems of Ole. Stas, Tit 60, §176 ets, x8 amended, and prescrbce th tame thereof va fellows: NOW, THEREFORE, in consideration ofthe pxyment by the Trstor to the Trustees of the ‘sum of Ten Doli ($10.00), receipt of whichis reby aokuowledged, the mutual covenants herein so fort, and other valuable conidertions, the eld Trustees agreo fo hold, manage, vest, eign, erat deemed ed chroma Tsai _my heretofore or ftom time to tri hereafter assign, tranaty, louse, convey, give, bequeath, devise cor deliver unt this Trust or the Trustees hereof, ‘TO HAVE AND HOLD such property and the proceeds, rents, profits, and increase theroon ‘unto said Trustees tnd sald Trusices’ successors and assigns, but nevertheless in rst, for theuse and ‘benefit of tho County of Oktshome, Stato of Oklahorna, such County betng hereby desiganted asthe “‘Beneficlary” and upon the trust, terms and conditions hereinafter stated. ARTICLEL (Creation of Trust ‘Tho uadesnigned Trustor creates und establishes a Trust for the we end benefit of the Reeusficlary forthe public purposes hereinater et forth, under the provisions of Okla, Stat. Tt. 60, § 176 of seq, as oended and supplemented the Oklaboma Trwst Act and other applicable statutes tnd laa of the State of Okithoma, ‘Tae undersigned Trustorhoreby convoys and easlgi to the Trustees of ie Authority eny and all right, tds end Hnterest be may have in and under this Truat Indenture and the trut created Dp cornea R aN a pe perry ECT nan DHONI 14/2019 15 FILED IN OFFICE CLERK Che earaneere AG JUN 10 2019 Ciba Cay, myhereunder, including, without Tifton, the right to consent to and approve any further changes, ‘amendments orsupploments to this Trust Indenture, ARTICLE D ‘Name and Effective Date of Trust ‘The Trustees ofthis Trust shall conduc lf business and exccula or authorize the excoution of all instraments in the name of this Trust, which shall be the “Oklahoma County Criminal Justice Authority” and otherwise perform the duties and fimctions required in the execution ofthis Trust, and hereby authorize the Chalr or Vice Chair end the Secretary ot Assistant Secretary of the Trust 10 execute instruments on behalf of the Trust os directed by duly enacted resolutions of the Trust, This ‘Trust Indentyre shall bein fll foroe and effet ftom. and after the date of execution by the Tristees ofthe Trust and aoceptance ofthe beneficial interest herein by tha Beneficiary, ARTICLE MI Definitions “Act” shall mean the Oklahoma Public Trust Act, being Okla, Sats Tit. 60, § 176 ef seg. as amended and supplemented, “Authorty*or “Trust” shall mean the “Oxlhoma County Criminal Justice Authority" creatod ppirsuant to this Trust Indenture, and the’Trustees thereof, acting on behalf of and in the name of said Authority. ' - “Benoficiary” shall méan the Connty of Oklehoma, Stte of Oklahoma, acting by and through its Boned of County Commissioners, “Bonds” or “Noted” shall mean respectively the Bonds and notes ot other obligations ofthe Authority, “By-Laws” shall mean the By-Lavr, if any, duly adopted by the Authority as the somo may bbe amended from time to time, “Governmental Agency” shall mean the United States of America and the State or any department, divilon, public corporation, publio agency, politi subdivision or otter julio instrumentelity of cither, : “indenture” or “Trust Indenture” shall mean thie Trust Indenture es amended and supplemented from time to time. : “Jail Facilities” shall mean only enterprises or facilities relating to, in support of or operated. jn conjunction with jail, prison, contctional, detention, rehabibition, mental healfh, addiction, 2diversion, justice, and related facilities, all as collectively described in Article TV of this Indenture (aud as specifically Timited therein). “Lending Institution” shall mean any bank or trust company, Federal Natfonel Mortgage Association, mortgage banker, morfgage company, national banking association, savings bank, savings and loan association and eny oer financial fsttution cr Goverumantal Agency or person, “Oath of Offic” shall collectively mean any such oaths of oftce, loyalty oath(), or similar qualifications as may be required of elected or appointed public officials from time to time by applicable Tew. “State” shall mean tho Stite of Oklahoma, “Trustees” shall mean the Trustees ofthe Authority, ARTICLE IV ‘Purposes of Authority ‘The purposes ofthis Authority pertain to Jil Facilites exclusively, as more specifically get forth herein: @) Tossaetthe Beneficiary the State of Oklaboma, Goverreneatal Agencies, municipalities and private entities, agonoies end citizens in making the mos efficient use ofall oftheir economic ‘Tesouroes and powers in socord with the needs end benefit of tho State of Oklahoma and the Beneficiary n order to losaen the burdens on government ando insure the safety and security ‘of the citizens thereof, specifically including, but not limtted to, tho power to conduct etudies and prepare comprehensive plans relating to the Beneficiary’ criminal justice ond administration faclities, comsctions and detention ficlites end the resouroes of the ‘Beneficiary; to own, opemste tnd manago jails, prisons, correctional, detention, rehabilitation, ‘mental healt ection, diversion, justice and related facies (Le, the “el Facilites"); end ‘to otherwise promote ths general welfire of the Citizens ofthe Beneficiary end to finance any 1nd all programs end faclitios and develop resources to pay forthe foregoing and, without restriction, in furtherance of the foregoing general objectives, the following specific powers cor purposes to wit: - (@) —Topromote, opemte, finance and develop Jil Fuilities forthe temporary ot longer term detention or ineeroeration of sidut or appropriate youthfil offendor males and females, together with related fecilities of nny type or description including, but not Timited ‘0, those for administration, criminal justice, medical, social services, recreational facilites, food handling, nmats housing end other entzprses or facilities ‘ating to, in support of or’ operated in conjunction with seid Jail Facilities as described herein, ©)" Topromote, operate, finance ard develop rebabilitstion, addiction, mental health, end other diversion services, projects or fhcllites relating 10 the operation of Jail 3Facilites of eny sort or deicription including, but not limite to, any land or proms property related thereto, (©) Topromots, operate, develop and finance projects or facilis telatingto Jail Facilities coffany sort or description including, but not limited fo, ay land or personal property related thereto, (4) To promote, operate, finnee snd develop commercial and other projects or facilites ‘elated fo Jail Failtes md to exercise ell of the powers, privileges and prerogatives ‘of county public trusts within this State, © To administer fms for the purpose of ecquiting a site(s) for Jell Facilites, for tho {temporary or longer-term detention or incarceretion of adults or appropriste youthful offenders and any related fecilites, © Toplan, establish, develop, construct, finance, enlarge, remodel, acquit, improve, alte, extend, maintain, equip, operat, leat, fomnish and regulate ay facilites related toany of the foregoing and, if desired, to lense such fciities and to operate tho samo {n connection therewith and todo, perm, own, cequlre; construct or engage in or inanoe any other enterprise or activity, project or facility to such extent ond in such manner 9s now itor may be considered a proper and lawful fnotion of public trust cnfitis within th Stato of Oklshoma, © Tho Authority will not perform on behalf of the Beneficiary any cuties thet are specifically and exchsively reserved by existing law to sheriff, jailer, undersheriff, or deputy sheriff; furthermore, the Authority will not perform on ‘behalf of the Beneficiary any duties corto the functions, duties, responsi ‘To old, mainain and administer any leasetiold rights in and to physoa! properties heretofore (or hereafter demised to the Beneficiary or the Authority and to comply with the terms and conditions of any such lease, ‘To acquire by lease, purchase, production, reduction to possesion or otherwise, and to plan, ‘establish, develop, construct, enlarge, improve, extend, maintain, equip, operate, furnish, provide, supply, regulate, hold, store and administer any and all physical properties (real, Personal or mixed), righls, privileges, immunities, benefits and any other thing of value, Assignated orncedfl for ullization in frnishing, providing o supplying the aforementioned serves, utes, bulldings an! fits; to finance and refinance and fo enter ino contracts of purchase, leesepurchase or other interest in or operation and maintenance of said propertie, and revenues thereof, and to comply with the terms and conditions of eay auch Contracts, leases or other contracts entered into in connection with the acquisition, equipping, maintenance and disposal of aay of said property; and to relinquish dispose of, rent or otherwise nuke provisions for properties owned or controled by the Authority, but no longer needful for trast purposes, ‘To aoquire, constrict, reconstruct, extend, lease, purchase, install, equip, maintain, repair, enlarge, remodel and operate any property, improvements, buildings and other facilities of 4® O: evely nafuro for use by the. State of Oklahoms, the United States of Amorioa, or tho Beneficiary, or for use by authorities, counts, municipalities, politcal eubdivisions or agencies of the Stats of Oklahoma, tho United States of Amerioa or the Beneficiary or forthe “use of corporations, individuals partnerships, associations or proprietary dompanies; to plan, ceatablish, develop, constrict, enlargé, mabifain, equip, operate, lease, furnish, provide, supply, Tegulao, hold, tore and administer property, buildings, improvements and filles Of very nature, within the tenitoral boundaries of the Benefilary which may be usefil in securing, developing and maintaining sch fotlites, fmctions or activites. ‘To provide funds forthe cost of financing, refinancing, acquiring, constructing, purchasing, equipping, msintaning, leasing, repairing, improving, extending, enlarging, remodeling, holding storing, operating and administering any or al aforesaid propesty,iroprovements, ‘building, facilities and all properties (eal, personal or mixed) necessary or desirable for ‘executing and fulfilling the Authority's purposes, asst forth inthis intrament, and ell other charges, costs and expenses necessarily incurred in connection therewith and in s0 doing, to incur indebtedness, ether unsecured ot secured by all or any part of the Trust Estate and ils reverues, To pledge and expend el funds coming int the hands ofthe Trustees as revere or others, ‘including lease payments or ofher fads provide to the Trusteea by the Beneficiary for he payment of any indebtedness noured by the Trustee for the puspoies specified herein, andl {n the payment of th aforesaid costs and expenses, and in payment of any ofher obligation properly chargeable against the Trust Estate, end to dstdbuto the residue and remainder of such finds to the Beneficiary, Specifically exoepted and not «part ofthe Purposes of this Authority are the following: (@) Tho Okishoma County Courthouse holding/detention facilities and the Oklahoma ‘County Juvenile Justice Center holding/ detention facilities. ©) The detention of any inmates or persons held in the Oklahoma County Courthouse bolding/dotentiOn facilies and the Oklahoma County Juvenile Fustioe Center hholding/dctention facilities who are subject to a Temporary Confinement Order of a Judge of the District Court. 5 (© Security of he Oxishoma County Courthouse or Oklahoma County Juvenile Justice Center for the judges and staff and the public, (©The implementation, operations and transportation of any inmates‘or others in custody oF in temporary confinement fo, end from the Oklshoma County ‘Courthouse oF Oklahoma County Juvenile Juitice Center,ARTICLE V Duraton of Trust ‘This Trust shall heve duration for the term of duration of the Beneficiary and until auch tinse «ts purposes shall have been filly fulfled end all indebtedness ofthe Authority is pal, or unt it shall be terminated as hereinafter proved, 0 @) ARTICLE VI ‘The Trust stats ‘The Trust Bstate shall consist of: (©) The finds and property presently in the hands of the Trustees of to be hereafter ‘quired or constructed by the Trustees and dedicated by the Trustor, the Beneficiary and ofher to be used for trust purposes, (©) Any and ell leaschold rights heretofore or hereafter remised to the Trustees by the eneficlary, and others as suthorized and empowered by law. (© Any and all money, property (reel, personal or mixed), rights, choses in action, contracts, leases, privileges, immoniticg, license, franchises, benefits, mortgages, ‘morgage loan, colateral and all other things of value heretofore or heteufer coming ino the hands of he Trustees under tia Trust identre, @ Cash in the sum of $10.00 paid by the Trustor to the Trustees, receipt of which Is ‘haroby specifically aclnowiedged by the Trustess, ; ‘The Trust state shall under no circumstances consist orbe deemes to consist of (©The Oklahoma County Coimthouse or is holding/dotenton areas or fciies, ©) The Ollahoms County Juvenile Jusce Center or is boldingetention ares or facilities, Funding forthe Trust fiom’ general find eppropration shall be determined solely by the ‘Oklshoma County Budget Botrd, ‘The Budget Board's determination as to the adequate general find appropriation to fund the Trust stall be final, Inthe event of to dissohtion of ‘the Budget Boerd, the Bord of County Commissioners shall actin the capacity ofthe Budget Bowtd desribed herein.ARTICLE Vil ‘Tho'Trustecs @) Tho Trustees of this Authority shall be nino in number. One of the Trustees shall bo w * member of the Board of County Commissioners of the Beneficiary, or thei decignce ‘pursuant to Article VI(13) hereof, as chosen by the Board of County sioner of the ‘Benoficlary (he “Commissioner Trustee”), One of the members shall be the County Sheriff of the Beneficiary, or thei designeo pursuant o Article VI(13) hereof (lhe “Sheriff Tastes” ‘and collectively with the Commissioner Trutes the “Eleoted Official Trstees"). The Elected Official Trustzos shall sorve tems coterminous with their then curren terms aa elected. officlals. “Any suocestar to the oflee of Okishoma County Sheriff (inckuding an official serving in an interim or acting capacity) shall, upon taking the applicable Oxth of Office, but ‘without eny further act, deed or conveyance, sstomatically become a Truste ofthis Authority and become filly vested with all the estate, properties, rights, powers, duties and obligations of their predecessor hereunder with lke effect aif oiginlly named es aTrostee herein, One ‘Trustee shall be appointed by the District One County Commissioner (tho District One Appointee”), one ‘Trustee shall be appointed by the Distst Two County Commissioner (tho District Two Appointee”), and one Trustee shall be eppointed by the District Three ‘County Commissioner (the Distict Three Appointes" and colleatively with the District Onc Appointee atid the District Two Appointee the “District Appointed Trustees"), ‘The, District Appolated Trustees shall serve terms of six years, shell be Citizens of the Benoficiory, and shall rot be an elected offcil, Bach of the District Appointed Trustees shall be confinmed by the Board of County Commissioner, and shell seve initial terms staggered as follows: the appointees of County Commissioner District One and District ‘Throo shall serve inital terms of two (2) yours, respectively, and tho appointee for County Coinmissioner District Two shall serve an initial term of six (6) years. Upon expiration of {a iatrict Appointed Trustee's term, that appointee or a eucoescor shall be appointed for a ‘term of six yeas. Upon resignation, death, or ramoval of« District Appointed ‘Tastes, a successor shall be appointed forthe remaining portion ofthe unexpired six-year term, Bach ‘slccsssor District Appointed Trustee shel be selected inthe manner provided hereinabove ‘and shall upon taking the applicable Oath of Office, but without any further act, deed or conveyance, mutomaticlly become a Trustec ofthis Authority and become fully vested with all the estate, properties, rights, were, duties and obligetions of his predecessor hereunder + with tke effet ss if originally named esa Trustee herein, Four Trustees (tho “Comission Appointed Trustees) shell-serve terms of six (6) years and sball be Citizens of the Beneficiary, and shall not be an elected official, and Whom shell be chosen by u majerty ‘Yote ofthe Board of County Commissioners, and shall serve inital term of four (4) years. ‘Upon expiration of a Commission Appointed Trusie’s term, that appointee or a suecestor shall be appointed for a new term of ax (6) years, Upon resignation, death, or removal of ‘Commission Appointed ustee, x successor shall be appointed for the remaining portion of the unexpired term of the resigning Trustee. Esch successor Commiscion-Appointed ‘Trustee shall be selected in the manner provided hereinabove and shall, upon taking the applicable Oath of Office, but without any further act, deed cr conveyance, automatically become Trustees ofthis Authority and become fully vested with all the estate, properties, rights, powers, duties and obligations of bis predecessor hereunder with like effect ao if originally naried 28 a Trustoc herein. ‘Trustees shall continue to serve nti a successor has 7‘been appotuted and Jaes the taken the applicable Oath of Office. Any District Appointed “Trustee or Commission Appointed Trustes may be removed for cause (fr a reason set forth in Okla, Stat, Tit, 22 Sec. 1181 or successor statute pertaining tothe removal of officers) from office upon a unanimous vote of ll three County Commissioners, after u public hearing ‘held before the Board of County Commissioners not less then ten (10) days following written notice to said Truss, at which public heating sid Trustze stall have the opportunity to be Ihoaed, The inital nine Trustees shal be those nine persons exeouting this Trust Indenture, @) a addition to other removal methods mentioned herein, in the event any Trustee () misses ‘more than one-half ofthe Trust's meetings (regular or special in any calendar year (or inthe ‘ease ofa Trustee appointed during eny celendar year, computed fror the date on Which be oF she is qualified as « Trustee in accordance with thie Indenture; or (i) is convicted, pleads ily to, or receives a deftred sentence ina court of law fora felony or (ii) removes bis or hher residence ffom Oldehoma County, atid Trustee shall be immedially removed from service and a succesior sal be appointed as provided herein. Inthe case of convietion, plea of guilty to, or receipt a deferred sentonco, the pasition of Trustoe shall be vacant as of the dato of said disposition of the case, disregerding any subsequent appeal thereof to n higher cout, (@) The Chair of the Trustees, who shall not be an elected offctal, shall be selected by a majority of the Trustees and shall preside at all mectings and perform other duties designated by tho Trustees, The Trustees shall designate the time and place of all regular ‘meetings. All actious by the Trustoes pursuant to the provisions of this ‘Trust Indenture shall be approved by the affirmative vote of at least a majority of the Trustees qualified to ‘ot as such under the provisions of this Trust Indenture, The Trustees may select one of ‘thelr members to be Vice-Chairman, who shall not be an elocted officlal, who shall actin ‘the place of the Chair during the laters absence or incapacity to act, (©, Ree Coumy Ce oF Oko County Otlehonn shal be te Secretary ofthe Tass. ‘The Socretery shall keep minutes of all mectings of the Trustees and shall maintain complete and ascurate records ofall thelr financial transactions all such minutes, books ‘and records to be on file in tho office of the Authority. All meetings ofthe Trustes, their commnitizes, suboommittess, and advisory committees shall be subject to the Oklahoma Open Meeting Law, and the books, records and minutes of the Tnistees, their committezs, subcommittees, and advisory committees shall be subject to the Open Records Act. The ‘Trustees may appoint individuals, who may or may not be Trustees, fo serve as Assistant ‘Seotetary(ies) of tho Trustees, (8) The Oklzhoma County Treasurer shall be the Treasurer of the Trustees, ‘The dutles of the ‘Treesurer shall be prescribed by the Trustees, (©) The"Trustees may, but shall not be required to, appoint x general manager and/or executive director for the Trust Estee, and the Trustees may employ such other clerical, professional, legal and technic! assistance as may be deemed necessary inthe disretion of the Trusteos ‘0 property operate the business ofthe Trust, and may fix their dutics, terms ofemployment and compensation from the Trust Estate. All Trustees shall serve without compensation, ‘but shall be reimbursed for actual expenses incured in the performance of thoi dutiesoO ® @) 0) ay (a2) hereunder..In the event a general manager aid/or executive director forthe Trust Estate ig appointed by the Trustees, the said general manager and/or executive dirvctor shall ‘administer the business of the Trust Eatate ns direoted from time to time by the Trustees, ‘The Trusts are authorized to contrat, in connection with the iowrence of eny fimded indebtedness secured by the Trust Estate and/or its rovenues, or any part of either or both, that inthe event of « defeul inthe fulfilment of any contrectual obligation undertaken on bohalf of the Trust Estate or in the payment of any indobiedness inoured on behalf of the ‘Trust Estate, that 2 Temporary Trustee or Trustees or Receiver shall be appointed 10 succeed to the rights, powers and dutics of tho Trustecs then in office, Any such contract, ‘ifsmade, may set forth tho temas end conditiona under which such Temporary Trustee of ‘Trustees or Reosiver may be appointed to operate tho Trust Estat and may provide for compensation to be paid, and may provide for such appointiment to be vacated and ‘pemanent Trustees to be aulomatcally reinstated upon termination ofall deftults by which ‘heir appointment was authorized, ‘Bonds or other evidences of indebtedness 1 be iseued by the Trustees shell not constitute an indebtedness or obligation of he Stet or the Beneficiary nor personal obligations of th ‘Trastocs, but shall constitute obligations of the Authority only, payable solely ftom the ‘Trust Estate, ‘Tho ‘Trustees, the State, and the Benficiary shall not bo charged personally with any ability whatsnever by reason of any ector Omiseion committed or siffored in good faith fr in the exercise of their honest discretion in the performance of such ‘Trust or in the operation of the Trust Estate; but any ator liability for any omission or obligation ofthe ‘Trustees in the execution of such Trust, or inthe operation ofthe Trust Estate, shall extend to the whole of tho Trust Estate or 60 mich thereof as may be necessary to discharge euch liability or obligation. J Notwithstanding exy othor provision of this Indonture which shall appear to provide otherwise, no Trustes or Trustes shall have the power or authority to bind or obligate any other Trustee, or the Benoficiary, in his or its oapecity, nor cin the Boneficiary bind or obligato the Trust or auy individual Trustee. ‘Tho Authority shall cause to be prepared annually atthe close of each fiscal year of the Authority an audit of the finds, financiel affeime and transactions of the Authority Including, but not limited {o, all fees, ealeries and expenditures in exact amounts and specifying to whom such expenditures were peld, Such audit is to be certified with an ‘opinion of an independent, ecified public accountant. A copy of the annual audit of the Authority shall be filed within the time period and in conformity with the provisions of Oklaboma law related thereto, Unless hereafer chmged by spesifie resolution of the ‘Trustees, the fiscal year ofthe Trust shall be July 1 fo June 30 of the following year. All ‘oxpense incurred in connection with the aanual adits shall be pad from the Trust Estate, Bvery person becoming a Trustee shall fra take the applicable Oath of Office required by Jaw of on elected or appointed public officer. The Oath of Office shall be administered by ‘any person authorized to administer osths in the State and shall be filed with the Clerk of 9(13) ‘the Beneficiary, ‘All Trustees shall at all times comply with the conflict of interest provisions of Okla. Stat, Tit, 60 Sec. 1788 (or successor slulule thereto), provided ‘however, the making of eny loan or advance of any finds to the Trust, or the purchase of any obligations issued by the Trust, in connection with the performance of eny authorized ‘purpose of the Trust, aha rot be considered exerapt from the provisions of Okla, Stat. Tit, (60 Sco, 178.8 (or succeswor statuto thereto), and provided further, any requlred lists of contiets of interét oe filed with the Secretary of Stato shal also be filed with the Clerk ‘of the Beneficiary, Every officer and employes who hendles finds of the Trust shall ‘furnish a good and sufficient fidelity bond in an amount and with surety es may be specified ‘and approved by he Trustees; the Trustees aay, bu shall nt be obligated to, obtein bonds relating to the performance of their dutfes es Trustees, Such bonds shall be in a surety company authorized fo {ransact fury business in the State nnd the cost thersof shall be pid from the Trust Estat, In the absence of an Elected OBiclal Trustec from a meeting of the Trust or otherwise sovording to Okla. Stat. Ti, 19 Sec, 180,81, a8 amenided and supplemontod and other applicable stetutes of the State presently in force und effect, the Elected Official Trustee's Chief Deputy or Undersheriff, or other County employes so designated of record with tha ‘County Cletk of the Beneficiary by that Elected Official Trustee, shall have authority to ct as Trustee, ARTICLE VII Powers and Dutta ofthe Trustees | -Tonocomplish the purposes ofthe Auttority the Trustees shall hav, in addition fo the usual ‘powers incident to thir offico and the powers granted to them otherwise by law or in other paris of {his Trust Indenture, Incuding but not limited to the powers and duties provided for in the Act, {including he following igh, powers, dies, authority discretion and pevileges all to be exercised ‘on beholf of and in the nme of the Authority: o @) @) o ‘Tose and be sued. Tobave aseal and alter sume at pleasure, "To make and execute contacts and all other instruments neoestary or convenient for the ‘exercise of te powers nd fmotions hereunder, ‘To muike and ater by-laws for its obligations and infernal management as provided herein, tnd to cstablish coraatiees, subcommities and/or advisory oommittees ex deemed reasonable and prudent and make appointroente of individuals thereto. In addition to any committees, subcommittees and/or advisory committees the Twust may establish, the Trust shall establish m Citizens Advisory Boerd, The Citizens Advisory Board will act in en advisory rol to ess the Trust with regards to community relations and best practioes in all aspeets ofthe Trust's fictions, The Citizens Advisory Bourd shall be representative of the 10oO” o @ ‘community at-large, ‘The Trust will work with the United States Department of Justice's Community Relations Services Division establish the Citizens Advisory Board. ‘To make and aller rules and regalations pertaining to any loan or other program developed by ‘the Authority. ‘To acquire, lease, convey, o otherwise hold and dispose of real and personal property forts ‘Trust purposes; provided tht, no purchaser at any sale or lessee under a lease made by the ‘Trustees shal be bound to inquie into he expediency, propriety, validity ornecessity of such tle or lease or to see or be lnbl for the application ofthe purchase o rental monies ising, fberefom, ‘To enter into contracts for sale of Bonds, Notes or other evidences of indebiednee, interim ‘Notes or Bonds or other obligations of the Trust arto is of the Trust authorized horeby including, but not limited to: the acquisition, constuction, reconstruction, equipping or otherwise financing facilities discussed In Article TV hereof or for any other lawfully permited fuilties which may be secured with mortgages, security interests or ofr collateral sitisfictory tothe Trustees; acquiring real or personal property or facilites nt foreclosure of any loan or obligation o authorized to be acquired pursuant to the ‘toons of this Trust Indenture or other purposes authorized under any instrument secoring any indebtedness of the Authority, sefbnding or advance refgnding sny outstanding indebtedness of the Authority; creating any reserves or replacernent finds, loan funds or other funds ot Accounts deemed advisable by the Trustees inthe firthormas of tho Authority purposes o¢ in ‘connection with the securing of eny of the Authority's debts or in the edi Authority progrars; and for any other purpose authorized by law andr by Artiole IV hereof, ‘and for those purposes the Trustees may: (a) Sell all Bonds, Notes or other evidences of indebtednoss or obligations of the Austerity at public or privete sale in whole or in installments of aries and on such {terms and conditions and in such matter as is prescribed by law and as the Trustees ‘shall deem tobe in the best interest ofthe Trust Estate; end (©) Appoint and compensate attomoys, paying agencies and corporate trustees in ‘cotinetion with the issuance of any auch Bonds, Notes, evidences of indebtednass or ‘other obligations ofthe Authority; and (© Payall expenses incident to the ereation of any indebtedness or the iosuanoo of sny ‘Bonds, Notes or ether evidences of ndebtednest including, but not ited o, printing ‘expenses, fenstbilty eticies, special consultants, travel expensea or reproduction ‘expenses; and (@ —Creato any reserve find and any and ell other funds and accounts as the Authority shall deem necessary or desirable in connection with the issuance of any Bonds, Notes ‘or other evidences of indebtedness, Any such indebtedness stall be deere to be incured or Issued on behalf of the Beneficiary ‘and may be general or special obligations ofthe Authority a the Trustees may from fime to ‘dmc determin; provided however, such obligations shall not constitu an indebtedness or wt® ‘@) (lo) a) 03, a3) er) as) obligation of the Ste or the Beneficiary nor personal obligetions ofthe Trustees, but shall” ‘constitute obligations ofthe Authority only, payable solely from the Trust Estate, ‘To purchase or redeem their Bonds, Notes or other evidences ofindobtedness in whole or in part prirto the stated maturity thereof as specified in any instrument authorizing the issuance ‘or securing the payment of any uch indebtedness, ‘To pledge any or all ofthe Trusts revenues or assets fo secure the payment of any ofits indebtedness. ‘To enter into agreement with or patiipat in any programs of th Beneficiary, the State of Oklahoma, or any agenoy ot instrumentality thercof, the United States of America, or any agency or instrumentality thereof, ‘To enter into and execute, purchase, lease or otherwise acquire property, real, personal or mixod, oonfmta, leases, rights privileges, benefit, choses in aotion or other things of value ‘and to pay for the same in cash, with bonds or other evidences of indebtedness or otherwise. ‘To fix, demand and collet charges, rentals and fees forthe services and facies of the Authority and to discontinue th furnishing of services and facilities to, and foresloe on oxy collateral of, any person, firm, or corporation, or public instrumentality delinquent in the payment of any indebtedness to tho Authority; to purchase and sell such sappliee, goods and commodities as are incident tothe operation ofits properties. ‘To make and perform contracts oF every kind inohiding, management contact, with any: Person, fiom, corporation, association, joint venture, trstoeship, municipality, government, sovercignty or other entity; and without limitation es to smoutt, fo draw, make, accep, endorse, assume, guerasiee, account, execute and isso promissory notes, draft, bills of xchange, oceptances, warranties, bond, debentures and ofhernegotiable or non-negotiable instruments, obligations and evidences of unsecured indebtedness, or of infebednesa secured bby montgngs, deed of trust or otherwise pon any or all income of the Authority, in the same ‘manner and fo the name extent aga natural person might or could do, ‘To collect and receive any property collateral, money, rents, or icomo of any tort and distribute the same or any portion thereof forthe furtherance of the authorized Authority purposes sot out herein, ‘To oxcrcse of to request of arrange or contmct with the Beneficiary or any governmental "un agency o politcal subdivision thereof fr the exerise ofthe power of ersinent domain 1s neccesary, in establishing, operating, administering amd mainteniig any Authority fcllittes, systems, profcis or programs ‘To expend al funds coming into the hands ofthe Trustees as revenue or otherwise for the paymort of any indebledaess incurred by the Trustees for purposes specified herei, and in ‘the payment of the aforesald costs and expenses, and in payment of éxy other obligation properly chargeable against the Trust Estat, to ffom timo to time transfer any surplus funds {othe Beneficiary onthe Authority in is ole discretion may determine and, upon termination ‘ofthe Authorly, to disnibute the residue and remainder of such funds tothe Beneficiary, 12ag, an ‘To contmst for services with firms or persons or other units and entities of goverment or private entities or agoncis to cary out the purposes cf the Trust; to apply for, contact for, receive and expend for its purposes, finds or grants from any governmental or not governmental egency or entity the Beneficimry, the Stee, the Federal Government or any aigenoy or department thereof, or from any other source. ‘Torective finds, money, property, collaicl, services rights end choses in ection from any source to finance the programs and operations ofthe Trust; to receive grants, gifs, ‘contributfons and donations to cerry out the purposes for which the Trust is formed; to receive ‘and accep rom miy Federal, Stato or privat agencies or entities, grants or loan for or in aid of the construction of any facitty or system and to receive and accept uid or conbibulions of money; labor o any other valuable things from any soures. ‘To plan, coordinate, Implement, administer or otherwise camry out public works or other projecis or programs for public purposes forthe benefit of the Beneficiary, ‘To invest monios of the Authority not rejured for immediate use, including proceeds from the sale of any Bonds or Notes, in accordance withthe laws ofthe State, ‘Toranegotiate, refinance ot foreclose, ot contract for the foreclosure of any mortgiige, security. interest or other obligation in default; to waive any default or consent to the modification of ‘the terms of any mortgnge; to commence any action to protest or enforve any right conferred ‘upon tby any law, mortgage, security Interest, conrct or other agresrcent, and tobi for nd purchase such property at any foreclosure or at any ofter sole, oF dequir or tako poscesson of-ay auch property; to operate, menago, rehablitate, improve, lease, diapose of, and otherwise deal with such property, in such manner as may be neceasary to protect the interests ‘of thé Authority and the holders of its Borids, Notes or other obligations, ‘To renogotiate or refinance aay Ioan in default; waive any dofault or consett to the ‘modification ofthe terms of any loan, and commence any action or proveedings to protect oF enforce any right conferred upon itby taw, loan ugreement, contractor her agreement, ‘To make and excoute conta end appoint agents fr the administration or servicing of any Tan made or aoqured by the Authority and pay the reasonable value of services rendered 0 ‘tho Authority pursuant o such confrecs, To sell'any loans made or acquited by the Trust at public:or private sale and at such price or prioes and on such terms asthe Authority shal etnnine, ‘To collect and pay reasonable fees and charges in conection with making, committing to maske, purchasing or commiting to purchase end servicing its Notes, Bonds, commitments and other evidences of indebtedness. To procure insurmes against any type Joss in such amounts nd from such insurers, as it many deem necessary or desirable. ‘To consent, whenever it shall be deemed necessary or desirable fn the fulfilment ofits trust pumpotes, to the modification of the rate of interest, time of payment of any installment of 13