WELLSNELSON&ASSOCIATES

Transcription

1 OFFICIAL STATEMENT DATED JUNE 16, 2014 NEW ISSUE RATING: Standard & Poor s - A+ Stable Outlook (See Rating herein) In the opinion of Bond Counsel, the interest on the Series 2014 Bonds is, under existing law and regulations, exempt from all present federal income taxes, assuming continuing compliance by the Authority with covenants to meet the requirements of the Internal Revenue Code of 1986, as amended, except that certain corporations may be subject to a minimum tax determined by including the interest on the Bonds as income in computing such tax. Additionally, in the opinion of Bond Counsel, the interest on the Series 2014 Bonds is, assuming the validity of legislative enactments, exempt from present State of Oklahoma income taxes. $17,115,000 THE JENKS AQUARIUM AUTHORITY Refunding Revenue Bonds Series 2014 Dated: June 1, 2014 Due: July 1, as shown below These Bonds are being issued by The Jenks Aquarium Authority, a public trust created and existing under the laws of the State of Oklahoma, particularly but not exclusively Title 60, Oklahoma Statutes 2013 Supplement, Sections , inclusive, by which laws the Trustees of the Authority are designated as an agency of the State of Oklahoma and regularly constituted authority of the Beneficiary, the City of Jenks, Oklahoma. The Bonds are not a debt of the City of Jenks, Oklahoma, nor the County of Tulsa, Oklahoma, nor the State of Oklahoma, nor personal obligations of the Trustees of the Authority but are limited and special obligations payable solely out of revenues pledged for their payment, including the Replenishment Agreement of The Jenks Public Works Authority as outlined in the paragraph entitled Security. The Authority has no taxing power. The Bonds will be issued and registered in the name of Cede & Co., as nominee of the Depository Trust Company, New York, New York ( DTC ), to which all payments of principal and interest will be made. Purchasers will acquire beneficial interests in the Bonds in principal amounts of $5,000 and integral multiples thereof by book-entry only. Purchasers of the Bonds will not receive physical delivery of bond certificates. The Bonds will not be transferable or exchangeable, except for transfers to another nominee of DTC or otherwise as described herein. Semi-annual interest is payable January 1 and July 1 beginning January 1, BancFirst, Oklahoma City, Oklahoma (the "Bank"), is the Trustee Bank and Registrar for the issue. Denomination-$5,000 each or any multiple of $5,000 of the same maturity. The Bonds will be fully registered only. Interest is payable by check or draft mailed by the Bank on the interest payment date to the registered owners thereof as of the respective Record Date for such payment. Principal is payable upon surrender of the Bond at maturity to the Registrar at its principal corporate trust office in Oklahoma City, Oklahoma. MATURITY SCHEDULE Maturity Principal Interest Maturity Principal Interest Date Amount Rate Price Date Amount Rate Price $ 605, % $ 770, % , % , % , % , % , % , % , % , % , % , % , % , % $6,375,000 Term Bonds Due July 1, 2034 (Plus accrued interest from June 1, 2014) The Bonds are subject to optional and mandatory sinking fund redemption prior to final maturity as outlined in the paragraph entitled Redemption Provisions. The Bonds are offered when, as and if issued and received by the original purchaser, subject to prior sale, to withdrawal or modifications of the offer without any notice, and to the approval of legality of the Bonds by Johanning and Byrom, P.C. Certain legal matters will be passed upon for the Underwriter by its counsel, Taylor, Burrage, Foster, Mallett, Downs, Ramsey & Russell, A Professional Corporation, Claremore, Oklahoma. It is expected that the Bonds will be available for delivery to the original purchaser through DTC in New York City, New York, on or about June 25, THE BAKER GROUP LP WELLSNELSON&ASSOCIATES Financial Advisor Underwriter

2 THE JENKS AQUARIUM AUTHORITY TRUSTEES Mayor Lonnie Simms Vice Mayor Kevin Rowland Sally Bisel Josh Roby Greg Bowman Harvie Roe Chairman Vice Chairman Trustee Trustee Trustee Trustee THE JENKS PUBLIC WORKS AUTHORITY TRUSTEES Lonnie Simms Kevin Rowland Sally Bisel Josh Wedman Mike Sharp Kelly Dunkerley Chairman Vice Chairman Councilmember Councilmember Councilmember Councilmember BOND COUNSEL Johanning and Byrom, P.C. Oklahoma City, Oklahoma FINANCIAL ADVISOR The Baker Group LP Oklahoma City, Oklahoma UNDERWRITER Wells Nelson & Associates LLC Oklahoma City, Oklahoma

3 This Official Statement does not constitute an offer to sell or solicitation of an offer to buy within any jurisdiction to any person to whom it is unlawful to make such offer or solicitation within such jurisdiction. In connection with the offering of the Bonds, no dealer, salesman, or any other person has been authorized to give any information or to make any representation other than contained herein. If given or made, such information or representation must not be relied upon. The information contained in this instrument, including the cover page and exhibits hereto, has been obtained from public officials, official records, and from other sources which are deemed reliable. No representation or warranty is made, however, as to the accuracy or completeness of such information, and nothing contained in this prospectus is or shall be relied upon as a promise or representation by the financial advisor or the underwriter. The delivery of this Official Statement does not at any time imply that information contained herein is correct as of any time subsequent to its date. Any statements in this Official Statement involving matters of opinion, estimations, or projections, whether or not expressly so stated, are intended as such and not as representations of facts. This prospectus shall not be construed as a contract or agreement between The Jenks Aquarium Authority and the purchasers or holders of any of the Bonds. For additional information or copies of this prospectus, contact Mr. Mike Tinker, City Manager, City of Jenks, 211 North Elm, Jenks, Oklahoma (918) , or The Baker Group LP, (405) , 1601 Northwest Expressway, 20th. Floor, Oklahoma City, Oklahoma

4 OFFICIAL STATEMENT Table of Contents Page The Authority 1 Trustees and Officers 1 Purpose of Issue 1 Source and Application of Proceeds 2 The Facilities 2 Plan of Finance 2 Security 3 Outstanding Debt of Other Instrumentalities 3 Reserve Fund 3 Certain Risks of Bondholders 3 Book-Entry Only System 5 The Depository 8 The Trustee Bank 8 The Registrar 8 Flow of Funds 8 Redemption Provisions 9 Additional Bonds 11 Bond Covenants 11 Defeasance 14 Defaults and Remedies 14 Rating 14 Original Issue Discount 14 Original Issue Premium 15 Legal Matters 15 Tax Exemption 16 Required Rebate to the United States 17 No Litigation 17 Underwriting 18 The Official Statement and Compliance with SEC Rule 15c Miscellaneous 20 Approval of Official Statement 21 Exhibits Exhibit A General Information about the City of Jenks, Oklahoma Exhibit B Replenishment Agreement Exhibit C Opinion of Bond Counsel Exhibit D Audited Financial Statements of Jenks, Oklahoma 2013 Exhibit E Bond Payment Schedule

5 THE AUTHORITY The Jenks Aquarium Authority, a public trust, herein called the "Authority", is a statutory instrumentality of the City of Jenks, Oklahoma (the "City" or "Beneficiary"), and an agency of the State of Oklahoma. The Authority was created under provisions of the Oklahoma Statutes by a Declaration of Trust dated June 3, 1996, to provide property, buildings, improvements and facilities for cultural, educational and recreational purposes within the City. Title 60, Oklahoma Statutes 2013 Supplement, Sections contains the specific authorization for the creation and the powers of public trusts such as the Authority. The City of Jenks is the sole beneficiary of the Authority. The Authority is offering as security a first mortgage upon its leasehold interest in the Facilities (as hereinafter defined) and the Gross Revenues (as hereinafter defined) and is empowered by the Declaration of Trust to acquire, construct, maintain and operate the Facilities, and borrow money by mortgage, pledge, or other encumbrance of the Facilities or its revenues including the issuance of bonds or notes. The Authority has the same duration as the Beneficiary, or until its purposes shall have been fulfilled, or until it shall have been terminated by mutual agreement and with the consent of the owners of any outstanding indebtedness. The validity of trusts of the nature of the Authority has been approved by the Supreme Court of the State of Oklahoma. The Authority has no taxing power. TRUSTEES AND OFFICERS The Trustees of the Authority consist of (1) the person who is currently the Mayor of the City; (2) the person who is currently the Vice-Mayor of the City; (3) two councilmembers of the City Council of the City, one of which is the councilmember representing the ward within which the Facilities are situated while the other councilmember is appointed by the City Council to serve as a Trustee for a one (1) year term and (4) three members of the Board of Directors of the Oklahoma Aquarium Foundation who serve at the pleasure of that Board. Present Trustees and officers of the Authority are: Mayor Lonnie Simms Vice Mayor Kevin Rowland Sally Bisel Josh Roby Greg Bowman Harvie Roe Chairman/Mayor Vice Chairman/Vice-Mayor Trustee/Councilmember Trustee/Councilmember Trustee Trustee PURPOSE OF ISSUE The Bonds will be issued for the purpose of refunding certain indebtedness previously incurred for providing funds to construct, acquire and equip an aquarium facility (the "Facilities"), and will fund a debt service reserve fund and pay all costs of their issuance. 1

6 SOURCES AND APPLICATION OF PROCEEDS Revenue Bond Issue $ 17,115, Escrow Fund $ 18,614, Existing Funds 2,326, Accrued Interest 37, Accrued Interest 37, Underwriters Discount 171, Original Issue Premium 19, Reserve Fund 304, Costs of Issuance (1) 371, Total Sources $ 19,498, Total Application $ 19,498, (1) Cost of issuance includes legal fees, rating agency fees, financial advisory, printing, trustee and other costs involving the issuance of the Bonds. THE FACILITIES The Facilities are located on a 17-acre campus on the West bank of the Arkansas River. Over 200 exhibits holding more than a half million gallons of water are on view. The Facilities consist of approximately 60,000 square feet of building and exhibit space. The Facilities were opened to the public on June 28, PLAN OF FINANCE The Oklahoma Aquarium Foundation, (the Foundation ) an Oklahoma not-for-profit corporation pursuant to 501(c)(3) of the Internal Revenue Code of 1986, as amended has purchased approximately 17 acres of real property within the corporate limits of the City. The Foundation has leased this real property to the Authority for a term of 99 years pursuant to a Lease, dated February 21, The Authority has previously issued its First Mortgage Revenue Bonds Series 2000, dated June 1, 2000 in the original principal amount of $10,650,000 (the Series 2000 Bonds ) which together with certain other indebtedness subsequently incurred by the Authority (collectively the Outstanding Indebtedness ) was utilized to provide funds to construct and equip the Facilities on the aforesaid real property. The Series 2000 Bonds were subsequently refunded by the Authority s Refunding Revenue Bonds, Series 2004, dated April 1, 2004 in the original principal amount of $21,225,000 (the Series 2004 Bonds ) which will be refunded by the Bonds. On September 9, 2003, a majority of the qualified voters of Tulsa County, Oklahoma approved a seventeen and one-half percent (17.50%) of one percent (1%) sales tax for various capital improvements throughout Tulsa County, Oklahoma. One of the aforesaid capital improvements specifically enumerated in the aforementioned proposition provides for $12,000,000 to be applied to reduce the capital outlay incurred in constructing and equipping the Facilities. The Board of County Commissioners of Tulsa County, Oklahoma, (the County ) will provide for the transfer to the Public Works Authority of annual installments in the amount of $923, on each November 1, commencing on November 1, 2004 through November 1, 2016 (such installments shall collectively hereinafter be referred to as the County Sales Tax ). These installments will be deposited in the Bond Account, as hereinafter defined, for the payment of principal of and interest on the Bonds. 2

7 SECURITY The Bonds are secured by a first mortgage upon the Facilities and a first lien on the Gross Revenues derived from the operation of the Facilities. Additionally, the Jenks Public Works Authority (the Public Works Authority ) has entered into a Replenishment Agreement, dated April 1, 2014, with the Bank, whereby the Public Works Authority has agreed to immediately replenish the Reserve (as hereinafter defined) in the event that withdrawals are made from the Reserve. A copy of the Replenishment Agreement is provided in Exhibit B. OUTSTANDING DEBT OF OTHER INSTRUMENTALITIES After issuance of the Bonds, the Bonds will be the Authority's only outstanding debt secured by the Facilities and the Gross Revenues. The Public Works Authority has issued The Jenks Public Works Authority Utility System Refunding Revenue Bonds, Series 2012" the ( Public Works Bonds ) in the original principal amount of $4,490,000 of which $4,090,000 are currently outstanding and secured by a first mortgage on the water and sewer systems owned by the City and leased to the Public Works Authority and therefore constitute a lien which is superior to the Replenishment Agreement. RESERVE FUND The Bond Indenture requires the establishment of a Sinking Fund Reserve Fund (the Reserve") in an amount equal to one-sixth of the average annual debt service on the Bonds (the Reserve Requirement ). The Reserve is to be used to supply any deficiency in the Bond Account, as hereinafter described, for payment of principal of and interest on Bonds. Otherwise, it may not be used unless its use would retire all outstanding Bonds. The Reserve for the Bonds is $304, With the payment of the final maturity of the Bonds, the Reserve will be available to the Authority for any lawful purpose. The Authority shall replenish or cause to be replenished any withdrawals from the Reserve immediately either from revenues generated through its operation of the Facilities or pursuant to the Replenishment Agreement. CERTAIN RISKS OF BONDHOLDERS BEFORE PURCHASING ANY OF THE BONDS, PROSPECTIVE INVESTORS AND THEIR PROFESSIONAL ADVISORS SHOULD CAREFULLY CONSIDER ALL POSSIBLE FACTORS WHICH MAY AFFECT BOTH THE OPERATIONS AND REVENUES OF THE PROJECT AND, CONSEQUENTLY, CREATE THE POSSIBILITY THAT THE INTEREST ON THE BONDS MAY NOT BE PAID WHEN DUE OR THAT THE BONDS MAY NOT BE PAID AT MATURITY OR THAT THE BONDS MAY BE REDEEMED PRIOR TO MATURITY, WITHOUT PREMIUM. THE FOLLOWING RISK FACTORS--WHICH ARE NOT INTENDED TO BE AN EXHAUSTIVE LISTING OF ALL POSSIBLE RISKS ASSOCIATED WITH AN INVESTMENT IN THE BONDS--MUST BE CONSIDERED PRIOR TO PURCHASING THE BONDS, MOREOVER, THE ORDER OF PRESENTATION OF THE RISKS SUMMARIZED BELOW DOES NOT NECESSARILY REFLECT THE SIGNIFICANCE OF THE RISKS. 3

8 Non-appropriation. In addition to the County Sales Tax to be appropriated to the Public Works Authority the City currently appropriates the proceeds of a three percent (3%) sales tax levy (the Sales Tax ) to the Public Works Authority which is the obligor under the Replenishment Agreement. If the City or County does not appropriate funds to the Public Works Authority, the City or County shall not be obligated to make such payments. The appropriation of the Sales Tax is subject to annual renewal, and therefore, may be terminated on an annual basis by the City or County without any penalty and there is no assurance that the City or County will continue such appropriation. Accordingly, the likelihood that the City or County will continue such appropriation through the term of the Bonds is dependent upon certain factors which are beyond the control of the Bondholders, including (a) the continuing need of the City or County for facilities such as the Facilities, and (b) the ability of the City or County to generate sufficient funds from the levy of the Sales Tax to meet the Public Works Authority s obligation under the Replenishment Agreement including, but not limited to, a decline in economic conditions within the City or County. Risks Associated with Constructing and Equipping the Facilities. The Authority has made arrangements which it anticipates will be sufficient to assure the completion of the Facilities. However, no assurance can be given that inclement weather, building supplies shortages, labor shortages or disputes and other factors or conditions outside the control of the Authority will not delay completion. While the Authority believes the funds available to it for such purpose will be sufficient to pay the costs of construction and equipment of the Facilities, there can be no assurance that such funds will be sufficient to complete all necessary improvements. In the event sufficient funds are not available to the Authority to complete all improvements, the failure to complete the improvements as planned could adversely affect the security of the Bondholders. There could be delays and difficulties experienced in enforcing remedies granted to the Trustee under the Indenture. The payments of principal of and interest on the Bonds are secured by a pledge and assignment of, and by a grant of a first priority security interest in, all revenues and receipts of the Authority and by the grant to the Trustee of a first priority lien in the Authority s leasehold interest in the real property included in the Facilities. The practical realization of value from this property upon an default will depend upon the exercise of various remedies specified by the Indenture. These and other remedies may, in many respects, require judicial actions, which are often subject to discretion and delay. Under existing law (including particularly federal bankruptcy law), the remedies specified by the Indenture may not be readily available or may be limited. A court may decide not to order the specific performance of the covenants contained in the Indenture. The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by state and federal laws, rulings, and decisions affecting remedies and by bankruptcy, reorganization, or other laws affecting the enforcement of creditors' rights generally. Liquidation of Security May Not Be Sufficient in the Event of a Default. The Trustee must look primarily to the Facilities and the Replenishment Agreement to pay and satisfy the Bonds in accordance with their terms. In addition to the Public Works Authority s obligation pursuant to 4

9 the Replenishment Agreement, owners of the Bonds are dependent, in part, upon the value of the Authority's assets for the payment of the principal of, premium, if any, and interest on the Bonds. The actual value that could be obtained upon a sale of the Facilities may be less than the principal amount of the Bonds outstanding at the time of sale. Additionally, it may be difficult to find a buyer for the Facilities if it were necessary to foreclose on it. Forward-looking Information. This Official Statement contains various forward-looking statements and information that are based on the Authority's beliefs and assumptions, as well as information currently available to Authority. When used in this document, the words "anticipate", "estimate", "believe", "expect" and similar expressions are intended to identify forward-looking statements. Although the Authority believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. BOOK-ENTRY ONLY SYSTEM THE INFORMATION IN THIS SECTION, BOOK-ENTRY-ONLY SYSTEM, HAS BEEN FURNISHED BY THE DEPOSITORY TRUST COMPANY. NO REPRESENTATION IS MADE BY THE AUTHORITY AS TO THE COMPLETENESS OR ACCURACY OF SUCH INFORMATION OR AS TO THE ABSENCE OF MATERIAL ADVERSE CHANGES IN SUCH INFORMATION SUBSEQUENT TO THE DATE HEREOF. NO ATTEMPT HAS BEEN MADE BY THE AUTHORITY TO DETERMINE WHETHER DTC IS OR WILL BE FINANCIALLY OR OTHERWISE CAPABLE OF FULFILLING ITS OBLIGATIONS. THE AUTHORITY SHALL HAVE NO RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR THE PERSONS FOR WHICH THEY ACT AS NOMINEES WITH RESPECT TO THE BONDS, OR FOR ANY PRINCIPAL, PREMIUM, IF ANY OR INTEREST PAYMENT THEREOF. This section describes how ownership of the Bonds is to be transferred and how the principal of, premium, if any, and interest on the Bonds are to be paid to and accredited by DTC while the Bonds are registered in its nominee name. The information in this section concerning DTC and the Book-Entry-Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The Authority believes the source of such information to be reliable, but takes no responsibility for the accuracy or completeness thereof. The Depository Trust Company ( DTC ), New York, NY, will act as securities depository for the Bonds (herein, the Securities ). The Securities will be issued as fully-registered securities in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. DTC, the world s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York 5

10 Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities and Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC is the holding company for DTC, the National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). DTC has Standard & Poor s highest rating: AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at and Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC s records. The ownership interest of each actual purchaser of each Security ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmations from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other nominee, do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to 6

11 take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detail information from the Authority or Trustee on the payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC nor its nominee, the Trustee, or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee. Disbursement of such payments to Direct Participants will be the responsibility of DTC, and reimbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Security certificates are required to be printed and delivered. The Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof. 7

12 THE DEPOSITORY The Authority is from time to time to designate a bank or banks, preferably in Jenks, Oklahoma, which shall act as Depository for The Jenks Aquarium Authority Gross Revenue Account and Bond Account, and from which withdrawals are to be made as stipulated in the section "Flow of Funds" which follows. THE TRUSTEE BANK BancFirst, Oklahoma City, Oklahoma (the Bank ), will act as Trustee for the holders of the Bonds, and is to hold the Bond Indenture securing the Bonds, and perform such other duties as have or may be agreed upon and as are outlined briefly in the paragraphs that follow and in full in the Bond Indenture. THE REGISTRAR BancFirst, Oklahoma City, Oklahoma, will act as Registrar for this issue and will register ownership and transfer of the Bonds on books kept for that purpose and act as paying agent on behalf of the Authority. Interest shall be paid by check or draft mailed by the Registrar to Bondholders of record on the Record Date which is the 15th day of the month next preceding each interest payment date, whether or not such date is a business day. Upon written request of a Holder of at least $100,000 in principal amount of Bonds outstanding, payment may be made by wire transfer in immediately available funds to a domestic account designated in writing by such Holder at least 30 days prior to any interest payment date. FLOW OF FUNDS I. BOND PROCEEDS: The proceeds of the Bonds will be deposited in the Bank in Sinking Fund created for The Jenks Aquarium Authority Series 2004 Revenue Bonds to retire said bonds, except that accrued interest and capitalized interest will be deposited directly into The Jenks Aquarium Authority Sinking Fund and funds in amount equal to the Bond Reserve Requirement will be deposited directly into The Jenks Aquarium Authority Sinking Fund Reserve Fund, and all fees and expenses for services in connection with the issuance of the Bonds, shall be paid to the persons entitled thereto. II. AUTHORITY REVENUES: The Depository Bank shall receive daily all money received by the Authority from the Facilities into an account known as The Jenks Aquarium Authority Gross Revenue Account and hereafter called the "Gross Revenue Account". The Authority has the sole authority to withdraw money from the Gross Revenue Account. From the Gross Revenue Account there is to be paid in the following order: A. The sums required for payment of principal of and interest on the Bonds and any bank fees payable are to be deposited in The Jenks Aquarium Authority Bond Account (the Bond Account ), to be held by the Depository but with the sole right of withdrawal from the Bond Account vested in the Bank; 8

13 B. Payments of funds required to replenish any deficiency in the Sinking Fund Reserve Fund, as provided in the Indenture; C. Costs and expenses of and incidental to the operation and ordinary maintenance of the Trust Estate, including but not limited to payments due under any contract for the operation and maintenance of the Facilities, the necessary costs and expenses of and incidental to the collection of revenues of the Trust Estate and fees and expenses of the Bank. D. Payments to the Public Works Authority pursuant to the Replenishment Agreement; E. The remainder is to be retained and used for any proper purpose of the Authority. III. DEBT SERVICE: From the Bond Account, BancFirst, Oklahoma City, Oklahoma, shall, not later than five (5) days prior to each interest and principal payment date so long as these Bonds remain outstanding, withdraw therefrom the accumulated sum necessary to make such interest and principal payments on the Bonds and deposit it in the "Sinking Fund" which it holds. The Sinking Fund is to be used by the Bank for payment of principal of and interest on the Bonds as they mature. The withdrawals are to be made in that amount which will permit payment of principal of and interest on Bonds as they become due. IV. INVESTMENT OF FUNDS: A. All funds not specifically mentioned in the "Flow of Funds" section are to be kept continuously invested in conformance with its use and applicable law to yield the highest annual return for the benefit of the Authority subject to the security provisions as provided in subsection II herein entitled "Authority Revenues". B. The Sinking Fund Reserve Fund shall be kept continuously invested by the Bank in Permitted Investments maturing not later than the last maturity date of the Bonds as set out in the Bond Indenture. The interest earned on such investments shall be deposited by the Bank into the Sinking Fund of the Authority. REDEMPTION PROVISIONS The Bonds are subject to redemption prior to maturity only as described in this section of the Official Statement. A. Mandatory Redemption - Bonds maturing July 1, 2034, are subject to mandatory sinking fund redemption and payment prior to maturity on July 1, 2029, and on each July 1, thereafter through July 1, 2034, at a redemption price equal to the principal amount thereof plus accrued interest thereon to the redemption date, as follows: 9

14 Mandatory Redemption Dates Principal $ 960, ,000, ,040, ,080, ,125, ,170,000 B. Optional Redemption - The Bonds maturing July 1, 2023, and thereafter shall be subject to redemption prior to maturity at the option of the Authority, on at least thirty (30) days notice (to be provided in the manner hereafter stated), in whole or in part, in inverse order of maturity and by lot within a maturity on any date, on and after July 1, 2022, at the respective redemption prices of par and accrued interest. C. Extraordinary Redemption - The Bonds are subject to redemption at the option of the Authority from available monies in whole or in part on any date, if such redemption is made from: (a) expropriation awards; (b) payments received from the Authority pursuant to an Event of Default as defined in the Indenture; (c) payments received by the Authority pursuant to an event of default as provided in Article VII of the Indenture; or (d) proceeds from the sale of all or any portion of the facilities. In the event that such redemption is made, such redemption shall be made at the principal amount so redeemed and the interest accrued thereon to the redemption date, but without premium. The Bonds are also subject to redemption, at the option of the Authority in whole at any time, at the principal amounts thereof and accrued interest to the date fixed for redemption, if, as a result of any change in the Constitution of the United States of America or of the State of Oklahoma or legislative or administrative action, whether State or Federal, or by final judgment in court of competent jurisdiction after the contest thereof by the Authority in good faith, wherein the Indenture or the Lease becomes void, unenforceable, or impossible of performance in accordance with the intent and purpose of the parties as expressed therein or if interest on the Bonds becomes subject to federal income taxation. D. Notice and Effect of Redemption - Notice of any call for redemption will be given by the Trustee Bank, identifying the Bonds to be redeemed, not less than thirty (30) days prior to the redemption date by notice sent by first-class mail to the holder or holders of the Bond or Bonds to be redeemed, directly to the address shown on the registration books. No further interest will accrue on the principal of any Bonds called for redemption from and after the date fixed for redemption if payment of redemption price thereof has been duly provided for. 10

15 ADDITIONAL BONDS Provided no state of default exists under the Indenture, additional debt equally secured with the Bonds and the outstanding Public Works Bonds may be incurred under the following conditions: 1. Any such secured additional indebtedness shall be incurred only for acquiring, constructing, extending, improving, protecting or enlarging the Facilities or for refunding any outstanding indebtedness of the Authority incurred for any of the foregoing purposes. 2. No such additional indebtedness shall be incurred unless a Certified Public Accountant provides a written certificate verifying that net revenues for the prior fiscal year of the Guarantor and the Authority equal at least one hundred twenty-five percent (125%) of the maximum annual debt service on the outstanding Aquarium Revenue Bonds. Net revenues of the Authority may be included only if the Authority has produced positive net income, excluding depreciation for each of the prior three fiscal years. Maximum annual debt service, as provided in this Section, shall include any deposits made within the previous year or projected to be made to the Sinking Fund Reserve Fund pursuant to this Agreement. 3. The Supplemental Indenture providing for any such additional equally secured debt shall provide that payments into the Bond Account and Sinking Fund shall be increased in such amounts as shall be necessary to service the additional bonds. The deposits or payments into the Bond Account, Sinking Fund and Sinking Fund Reserve Fund required for each series of equally secured bonds are to be commingled with all other deposits and payments made into such account or fund under the Bond Indenture. The Reserve shall be increased for each issue of additional indebtedness in an amount equal to the Sinking Fund Reserve Fund requirement as defined in the Bond Indenture. The Reserve shall be capitalized upon delivery of new bonds. BOND COVENANTS Pursuant to the Indenture, the Authority has made certain covenants, which include the following. 1. The Authority has good right and lawful authority to execute and deliver the conveyance set forth in the Indenture, and all of said property is free and clear of all liens, claims, demands, encumbrances and governmental charges which could or in any manner might adversely affect or prejudice the rights, interests, privileges, powers and liens provided in the Indenture. The Authority, so often as requested so to do by the Bank or any holder of any Bond, promptly will execute and deliver all such other and further instruments and do, or cause to be done, all such other and further things as reasonably shall be required to vest in the Bank all of the rights, 11

16 powers and benefits intended to be conveyed, assigned and conferred by the Indenture. 2. The Authority will not suffer or permit any lien or encumbrance upon any of the property or revenues conveyed as security under the terms of the Indenture, or any part of said property or revenues, to be or become superior or in preference to the lien created by the Indenture, neither will the Authority do or suffer to be done any act or thing whereby the security provided in the Indenture shall be diminished or impaired. 3. The Authority forever will defend the unimpaired and unencumbered right, title and interest in and to each and every part of the property and revenues mentioned in the Indenture against all claims and demands asserted by any person or entity whatsoever to be prior or preferential to the lien created by the Indenture, and the Authority, upon request by the Bank or by the holder of any Bond, promptly will take such action as reasonably shall be required to extinguish any defect or cloud upon the rights, title and interests described as aforesaid, whether presently existing or hereafter coming into existence; and the Authority will save harmless the Trustee and each holder of any Bond from all loss, cost, expense and damage with respect to any of the foregoing. 4. The Authority will keep the Facilities insured by all forms of insurance ordinarily carried by reasonably prudent operators of like properties, the policies to be payable to the Authority and the Bank as their interests shall appear and either the policies or certificates of insurance are to be delivered to the Bank promptly upon issuance thereof. 5. The proceeds of these Bonds will be used solely for the purposes for which they were issued, as briefly outlined in a preceding paragraph entitled "Purpose of Issue" and as described in complete detail in the Bond Indenture itself under which they are issued and for refunding interim or temporary debt incurred by the Authority for the same purposes. 6. All monies collected by the Authority will be applied in the manner provided in the preceding section entitled "Flow of Funds". 7. The Authority will keep proper books, records and accounts in accord with good accounting practices which shall at all reasonable times be made available to Bondholders or their representatives. That, within 120 days following the close of its fiscal year, it will supply to the Bank, the Beneficiary, The Baker Group LP, Oklahoma City, Oklahoma, and to any Bondholder who so requests, an annual audit of its operations during the preceding fiscal year, prepared by a Certified Public Accountant. If so requested by the Bank or the holders of at least 51% of the outstanding debt, such Certified Public Accountant shall be named by the Bank or the Bondholders. 12

17 8. The Authority will incur no additional indebtedness secured by the Facilities, (a) if it is in default in any of its covenants; and (b) unless the additional debt be issued in full compliance with all requirements of the paragraph entitled "Additional Bonds". 9. Any provision in the Bond Indenture may be amended by the agreement of the Authority and the Bank with the consent given in writing to the Bank by the holders of not less than 75% of all the equally secured bonds then outstanding except, however: a. The aforesaid percentage of seventy-five percent (75%) shall not be reduced without the consent of the holders of all of the outstanding indebtedness; b. Any reduction made in the rate of interest must apply equally to all Bonds unless otherwise consented to in writing by the holder of the excepted Bonds; c. That in the event that there shall be an extension of maturities serially, the same relative position in the extended schedule shall be retained for each Bond as in the maturity schedule of the Bonds as originally issued, unless otherwise consented to in writing by the holder of the excepted Bonds. However, if the extension of maturities is made into a single maturity, the extension shall apply to all Bondholders; and d. That no Bond be given preference in security over any other. 10. It is also provided that in the event monies in an amount which shall be sufficient or direct obligations of the United States or of agencies of the United States fully guaranteed by the United States are placed in a special escrow account for the sole purpose and in sufficient amount that the principal and interest earned when due shall provide funds to pay promptly and fully as they mature, both interest on and principal of the Bonds or in the alternative, on such earlier date any of said outstanding Bonds, respectively, are callable for redemption prior to maturity, in the latter event, together with any premium payable upon such redemption, at which time the lien securing them by the Facilities shall be released. 11. The Authority will timely prepare and file, or cause to be prepared and filed, any and all reports or returns required under the Internal Revenue Code of 1986, as amended, in order to preserve the federal tax-exempt status of the interest payable on the Bonds and the Authority will timely meet the rebate requirements of the Internal Revenue Code of 1986, as amended, including, but not limited to payment of any required rebates to the United States relating to income derived from investment of the proceeds of the Bonds. 13

18 DEFEASANCE The Indenture shall be defeased if, among other things, there are sufficient monies or direct obligations of the United States of America, fully guaranteed by the United States of America, the principal of and interest on which when due will provide monies, which together with the monies, if any, deposited with the Bank at the same time are sufficient to pay when due the principal or redemption price of and interest due, and to become due, on the Bonds, on and prior to the redemption date or maturity date thereof, as the case may be. DEFAULTS AND REMEDIES The Bond Indenture makes the happening or existence of any fact incompatible with its provisions a default including, but not limited to the failure to pay the principal of and interest on the Bonds when due. All of the customary remedies, including acceleration of maturities, receivership, etc., are made available to the Bank and to all Bondholders. An additional remedy is also provided which permits the appointment of temporary Trustees in sufficient number to constitute a majority of the Trustees. This device permits continued operation of the properties under control of the Bondholders without endangering the tax-free status of the property or its operation as a governmental agency. All remedies expressly are made concurrent and elective. RATING Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"), has assigned a rating on the Series 2014 Bonds as reflected on the cover of this Official Statement. Such rating reflects only the views of S&P at the time such rating was given. The Authority and the Underwriter make no representation as to the appropriateness of such rating. The explanation of the significance of such rating may be obtained from S&P. There is no assurance that any rating will continue for any period of time or that it will not be revised or withdrawn. Any revision or withdrawal of rating may have an effect on the market price of the Series 2014 Bonds. ORIGINAL ISSUE DISCOUNT The initial public offering price to be paid for the Bonds maturing on July 1, 2024 through July 1, 2028 and July 1, 2034 (the "Original Issue Discount Bonds") is less than the principal amount thereof. The difference between (i) the amount payable at the maturity of each Original Issue Discount Bond, and (ii) the initial offering price to the public of such Original Issue Discount Bond constitutes original issue discount with respect to such Original Issue Discount Bond in the hands of any owner who has purchased such Original Issue Discount Bond in the initial public offering of the Bonds. Under existing law, such initial owner is entitled to exclude from gross income (as defined in Section 61 of the Code) an amount of income with respect to such Original Issue Discount Bond equal to that portion of the amount of such original issue discount allocable to the period that such Original Issue Discount Bond continues to be owned by such owner. 14

19 In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Bond prior to stated maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Original Issue Discount Bond was held by such initial owner) is includable in gross income. Under existing law, the original issue discount on each Original Issue Discount Bond is accrued daily to the stated maturity thereof (in amounts calculated as described below for each sixmonth period ending on the date before the semiannual anniversary dates of the date of the Bonds and ratably within each such six-month period) and the accrued amount is added to an initial owner's basis for such Original Issue Discount Bond for purposes of determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition thereof. The amount to be added to basis for each accrual period is equal to (a) the sum of the issue price and the amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less (b) the amounts payable as current interest during such accrual period on such Bond. The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Original Issue Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. All owners of Original Issue Discount Bonds should consult their own tax advisors with respect to the determination for federal, state and local income tax purposes of interest accrued upon redemption, sale or other disposition of such Original Issue Discount Bonds and with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of such Original Issue Discount Bonds. ORIGINAL ISSUE PREMIUM The Bonds stated to mature on July 1, 2015 through July 1, 2023 (the Original Issue Premium Bonds ) are initially offered to the public at prices greater than the amounts payable thereon at maturity. In the case of an original holder of an Original Issue Premium Bond who purchases such Original Issue Premium Bond at the initial public offering price, as a result of the tax cost reduction requirements of the Code relating to amortization of bond premium, under certain circumstances such owner may realize a taxable gain upon disposition of such Original Issue Premium Bond even though it is sold or redeemed in an amount not greater than such owner s original cost of acquiring such Original Issue Premium Bond. LEGAL MATTERS Legal matters incident to the authorization, issuance and sale of the Bonds are subject to the approval of Johanning and Byrom, P.C., Oklahoma City, Oklahoma, Bond Counsel, who will render an opinion in substantially the form attached hereto as Exhibit C. Certain legal matters will be passed upon for the Underwriter by its counsel, Taylor, Burrage, Foster, Mallett, Downs, Ramsey & Russell, A Professional Corporation, Claremore, Oklahoma. 15

20 TAX EXEMPTION In the opinion of Bond Counsel, assuming continued compliance by the Authority and the Bank with the terms of the Indenture, under existing statutes, regulations, rulings and judicial decisions, the interest on the Bonds is excludable from gross income for federal income tax purposes. The Internal Revenue Code of 1986, as amended, (the "Code"), imposes certain requirements which must be met subsequent to the issuance of the Bonds in order for the interest thereon to be and remain exempt from federal income taxation. Non-compliance with such requirements could cause the interest on the Bonds to become taxable retroactive to the date of issue of the Bonds. These requirements include, but are not limited to limitations on the use of Bond proceeds, restrictions on the yield which may be earned on the investment of Bond proceeds and other amounts, and the obligation to rebate certain investment earnings to the United States Treasury. In the Indenture, the Authority has covenanted to comply with the provisions of the Code relating to the exemption from federal income taxation of the interest on the Bonds. For taxable years beginning after December 31, 1986, the Code imposes a 20% alternative minimum tax on the "alternative minimum taxable income" of a corporation (less an exemption amount), if the amount of such tax is greater than the corporation's regular income tax of the taxable year. Generally, the alternative minimum taxable income of any corporation for any taxable year beginning after 1986 must be increased by 75% of the amount (if any) by which the adjusted current earnings of the corporation exceeds such corporation's alternative minimum taxable income for the taxable year (determined without regard to this adjustment and the alternative tax net operating loss deduction). Because the interest on the Bonds will be included in the calculation of adjusted net book income and adjusted current earnings, interest on the Bonds may be subject to the alternative minimum tax and the environmental tax when the Bonds are held by corporations. Except as described in the preceding paragraphs, interest on the Bonds is not subject to the alternative minimum tax imposed on individuals and corporations under the Code. Prospective purchasers of the Bonds should be aware that (i) with respect to insurance companies subject to the tax imposed by Section 831 of the Code, for taxable years beginning after December 31, 1986, Section 832 (b)(5)(b)(i) reduces the deduction for loss reserves by 15% of the sum of certain items, including interest on the Bonds, (ii) for taxable years beginning after December 31, 1986, interest on the Bonds earned by certain foreign corporations doing business in the United States could be subject to a branch profits tax imposed by Section 884 of the Code, (iii) passive investment income, including interest on the Bonds may be subject to federal income taxation under Section 1375 of the Code for Subchapter S corporations that have Subchapter C earnings and profits at the close of the taxable year if greater than 25% of the gross receipts of such Subchapter S corporation is passive investment income, and (iv) Section 86 of the Code requires recipients of certain Social Security and certain Railroad Retirement benefits to take into account, in determining gross income, receipts or accruals of interest on the Bonds. These categories of Bondowners should consult their own tax advisors as to the applicability of these consequences. 16

21 Additionally, in the opinion of Bond Counsel, interest paid by the Authority on the Bonds is excluded from the gross income of the payees thereof in the computation of State of Oklahoma income taxes. REQUIRED REBATE TO THE UNITED STATES The Authority in the Bond Indenture has covenanted to comply and the Bank is empowered to take any and all actions necessary to comply with all of the provisions of the Internal Revenue Code of 1986, as amended, relating to the exemption from federal income taxes of the interest paid upon the Bonds authorized by the Bond Indenture, including the Bonds, to the end that interest thereon shall remain exempt from federal income taxation. The Internal Revenue Code of 1986, as amended, provides that bonds which are part of an issue, including the Bonds, will be treated as arbitrage bonds if certain hereinafter described requirements are not met with respect to such issue. Under the Internal Revenue Code of 1986, as amended, an issuer, including the Authority, is required to make certain payments or rebates to the United States in an amount equal to the sum of the excess of the amount of money earned on all non-purpose investments, over the amount of money which would have been earned if such non-purpose investments were invested at a rate of interest equal to the yield on the issue, including the Bonds, plus any income derived from the aforesaid excess itself. The aforesaid payments or rebates are to be paid in installments which are required to be made at least once every five years and each such installment is required to be in an amount which ensures that 90 percent of the excess amount (referred to above) with respect to the issue, at the time payment of such installment is required, will have been paid to the United States. The final installment is required to be paid no later than 60 days after the final maturity of the Bonds on July 1, 2034, and shall be in an amount sufficient to pay the remaining balance of the excess amount (referred to above) with respect to such issue. The failure of the Authority to abide by its covenants to comply with the Internal Revenue Code of 1986, as amended, including the failure to timely pay or rebate any and all excess earnings in the manner provided in the Internal Revenue Code of 1986, as amended, will result in an immediate default under the Bond Indenture. In the event of such a default, the Bank may immediately accelerate payment of all of the Bonds then outstanding and declare the entire principal amount of the Bonds immediately due and payable by the Authority in the said principal amount then outstanding. NO LITIGATION There is not now pending any litigation restraining or enjoining the issuance or delivery of the Bonds or questioning or affecting the validity of the Bonds or the proceedings and authority under which they are to be issued. Neither the creation, organization or existence of the Authority, nor the title of the present trustees or officers of the Authority to their respective offices is being contested. 17

22 UNDERWRITING The Bonds are to be purchased by Wells Nelson & Associates LLC, (the "Underwriter"), pursuant to a Contract of Purchase with the Authority (the "Contract of Purchase"). The Underwriter has agreed to purchase the Bonds at a price of $16,963, (which represents $17,115, principal amount of Bonds, less Underwriter's Discount of $171, and plus Original Issue Premium of $19,883.60) plus accrued interest on the Bonds to the date of delivery thereof. The Contract of Purchase provides that the Underwriter will not be obligated to purchase any Bonds if all Bonds are not available for purchase, and requires the Authority to indemnify the Underwriter against losses, claims, damages and liabilities arising out of any incorrect or incomplete statements or information contained in this Official Statement pertaining to the Facilities and other matters. The initial public offering prices set forth on the cover page hereof may be changed by the Underwriter. THE OFFICIAL STATEMENT AND COMPLIANCE WITH SEC RULE 15c2-12 The Authority has prepared the Official Statement, and for the limited purpose of complying with the United States Securities and Exchange Commission ("SEC") Rule 15c2-12 (the "Rule"), deems such Official Statement to be final as of its date within the meaning of the Rule for the purpose of review prior to underwriting. Additionally, the Authority has entered into a Continuing Disclosure Agreement with the Trustee for the limited purpose of complying with the Rule. In the Continuing Disclosure Agreement, the Authority has made the following agreement for the benefit of the holders and beneficial owners of the Bonds. The Authority is required to observe the agreement for so long as it remains obligated to advance funds to pay the Bmds. Under agreement, the Authority will be obligated to provide certain updated financial information and operating data annually, and timely notice of specified material events, to the Municipal Securities Rulemaking Board (the MSRB ). ANNUAL REPORTS. The Authority will provide certain updated financial information and operating data to the MSRB annually. The information to be updated includes all quantitative financial information and operating data with respect to the Authority of the general type included in Exhibit D attached hereto. The Authority will update and provide this information within six months after the end of each fiscal year ending in and after The financial information and operating data to be provided may be set forth in full in one or more documents or may be included by specific reference to any document available to the public on the MSRB s Internet Web site or filed with the SEC, as permitted by the Rule. The updated information will include audited financial statements, if the Authority commissions an audit and it is completed by the required time. If audited financial statements are not available by the required time, the Authority will provide unaudited financial information by the required time and audited financial statements when and if such audited financial statements become available. Any such financial statements will be prepared in accordance with the accounting principles described in Exhibit D or such other accounting principles as the Authority may be required to employ from time to time pursuant to State law or regulation. The Authority s current fiscal year end is June 30, Accordingly, it must provide updated information by December 31st in each year, unless the Authority changes its fiscal year. If the Authority changes its fiscal year, it will notify the MSRB of the change. 18

23 NOTICE OF CERTAIN EVENTS. The Authority will also provide timely notices of certain events to the MSRB. The Authority will provide notice of any of the following events with respect to the Bonds to the MSRB in a timely manner (but not in excess of ten business days after the occurrence of the event): (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax-exempt status of the Bonds, or other material events affecting the tax status of the Bonds; (7) modifications to rights of holders of the Bonds, if material; (8) bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds, if material; (11) rating changes; (12) tender offers; (13) bankruptcy, insolvency, receivership, or similar event of the Authority, which shall occur as described below; (14) the consummation of a merger, consolidation, or acquisition involving the Authority or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (15) appointment of a successor or additional trustee or the change of name of a trustee, if material. In addition, the Authority will provide timely notice of any failure by the Authority to provide annual financial information in accordance with their agreement described above under Annual Reports. For these purposes, any event described in (13) in the immediately preceding paragraph is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Authority in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Authority, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Authority. AVAILABILITY OF INFORMATION. The Authority has agreed to provide the foregoing information only as described above. Investors will be able to access continuing disclosure information filed with the MSRB free of charge at LIMITATIONS AND AMENDMENTS. The Authority has agreed to update information and to provide notices of material events only as described above. The Authority has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided, except as described above. The Authority makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell Bonds at any future date. The Authority disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its 19

24 agreement, although holders of Bonds may seek a writ of mandamus to compel the Authority to comply with its agreement. The Authority may amend the Continuing Disclosure Agreement from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Authority, if (i) the agreement, as amended, would have permitted an underwriter to purchase or sell Bonds in the offering described herein in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (a) the holders of a majority in aggregate principal amount of the respective outstanding Bonds consent to the amendment or (b) any person unaffiliated with the Authority (such as nationally recognized Bond Counsel) determines that the amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The Authority may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the Authority so amends the agreement, it has agreed to include with the next financial information and operating data provided in accordance with its agreement described above under "Annual Reports" an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information and operating data so provided. COMPLIANCE WITH PRIOR UNDERTAKINGS. During the last five years, the Authority has not complied in all material respects with all continuing disclosure agreements made by it in accordance with the Rule, as hereinafter described. The Authority has been obligated to provide certain financial and operating information of the Authority and the Authority s audited financial statements within six months after the end of each fiscal year. The Authority has filed its audited financial statements for fiscal years 2013, 2012, 2011, 2010, and 2009; however, only the 2010 audit was timely filed. The following are audits for the last five years and their respective filing dates: 2013 audit filed on April 28, 2014; 2012 audit filed on April 17, 2013, 2011 audit filed on May 11, 2012; 2010 audit filed on time December 6, 2010; and the 2009 audit filed on January 8, MISCELLANEOUS Information concerning the Authority, the Financial Statements and the Bonds contained in this Official Statement has been furnished by the Authority. The foregoing summaries or descriptions of provisions in the Indenture and all references to other materials not purporting to be quoted in full, are only brief outlines of certain provisions thereof and do not constitute complete statements of such provisions and do not summarize all the pertinent provisions of such provisions. For further information, reference should be made to the complete documents, copies of which are on file at the corporate trust offices of the Trustee for examination and will be furnished by the Authority upon request. 20

25 All projections and other statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the Authority and the purchasers or holders of any of the Bonds. APPROVAL OF OFFICIAL STATEMENT This Official Statement has been approved by the Authority for distribution to prospective purchasers of the Bonds of The Jenks Aquarium Authority. THE JENKS AQUARIUM AUTHORITY By: /s/ Lonnie Simms Chairman of Trustees Dated: June 16,

26 (THIS PAGE LEFT BLANK INTENTIONALLY)

27 EXHIBIT A GENERAL INFORMATION ABOUT THE CITY OF JENKS, OKLAHOMA

28 (THIS PAGE LEFT BLANK INTENTIONALLY)

29 The City of Jenks is located in Tulsa County at the intersection of US 75 and US 64. The nearest interstate highway is I-44, approximately 4 miles to the north. The Creek Turnpike crosses Jenks east-west with entrances to downtown Jenks at Elm and US 75. POPULATION: The 2012 population for the City of Jenks is 18,059. Data from the 2000 population census place the Jenks population at 9, % of the population of Tulsa County resides in Jenks. In Jenks, 82.8% of the population is White, 2.8% is Black, 5.5% is Native American and the remaining 8.9% is comprised of all other races. EDUCATION: MEDICAL: FINANCIAL: PUBLIC SAFETY: 8 primary and secondary schools 10,371 students 530 teachers There are four clinics in Jenks. There are two nursing homes with 187 beds. Practicing in the Jenks area are 5 medical doctors, 4 osteopaths, 3 chiropractors, 4 dentists and 2 optometrists. The nearest hospital to Jenks is 6 miles. The Tulsa Emergency Medical Services Authority (EMSA) serves Jenks. Jenks has five branch banks: Arvest Bank, Bank of Oklahoma, BancFirst, Citizens Security Bank & Trust Co., and JPMorgan Chase Bank, N.A. Jenks has 20 full-time fire personnel, 12 volunteer fire personnel and 19 fulltime police officers. The city s fire insurance has a 4 classification while the adjacent area has a 7 classification. UTILITY PROVIDERS: Utility services are provided primarily by the following carriers: Electric - AEP/Public Service Company of Oklahoma, Oklahoma Gas & Electric Co., East Central Electric Cooperative Natural Gas - Oklahoma Natural Gas Company Telephone/Cable - AT&T and Cox Communications Refuse - American Waste EXPRESS AND MOTOR FREIGHT: More than 10 motor freight companies which serve Jenks on an as-needed basis: United Parcel Service, Federal Express, Emery/Purolator each operate terminals in Jenks.

30 AIR TRANSPORTATION: WATER TRANSPORTATION: Tulsa s general aviation airport, Jones Riverside Airport (RVS) is immediately adjacent to the Jenks city limits. RVS has two parallel runways and a cross wind runway. The longest runway is 5,100 feet. RVS is an FAA Tower controlled facility. The nearest commercial airport is 20 miles from Jenks at Tulsa, Oklahoma. This airport is a full service field with three runways, the longest having a total runway length of 10,000 feet. There are at least 10 major commercial airlines operating out of Tulsa International. There are several air freight companies in operation. The nearest water transportation is the Port of Catoosa. It is 26 miles from Jenks and has a channel depth of 9 feet. It is connected via the Arkansas River to the Mississippi River and the Gulf of Mexico. HOUSING/ WORSHIP: Jenks has 6,800 dwellings; 90% are owner-occupied. Jenks also has 14 Protestant churches. RECREATIONAL FACILITIES: The citizens of Jenks have access to the following recreational facilities; 13 parks, 2 tennis courts, South County Recreation Center/swimming, 1 golf course (3 other golf courses are within 2 or 3 miles of Jenks), Planetarium, the historic McLean Home, Five Oaks Resort Events Center and the Perryman Ranch Resort Center, and the Oklahoma Aquarium. MAJOR Number EMPLOYERS: Employers Product/Service Employed Jenks Public Schools Educational Services 1,100 Kimberly-Clark Corp. Tissue 350 Tulsa Winch 150 City of Jenks Government Services 135 Reasor s Retail Grocery 125 R&W Contractors Plumbing Contractors 50 Empire Construction Construction 50 Public Service Company Utility Services 48

31 EXHIBIT B REPLENISHMENT AGREEMENT

32 (THIS PAGE LEFT BLANK INTENTIONALLY)

33 REPLENISHMENT AGREEMENT THIS REPLENISHMENT AGREEMENT (the Agreement ), is made as of this 1st day of April, 2014, by The Jenks Public Works Authority (the Guarantor ), a public trust of which the City of Jenks, Oklahoma, is beneficiary, The Jenks Aquarium Authority (the Authority ), BancFirst, a state banking corporation, having its principal corporate trust office in Oklahoma City, Oklahoma, acting as Trustee under the Bond Indenture (as hereinafter defined), together with any successor trustee thereto (the Trustee ), W I T N E S S E T H: WHEREAS, the Authority has determined upon a project consisting of refunding certain indebtedness incurred for the purpose of acquiring, constructing and equipping an aquarium facility, the existence and operation of which will redound to the benefit of the citizens of the City of Jenks, Oklahoma (the City ), and which will augment the public purposes for which the Guarantor was formed, and thus also serve to benefit the Guarantor, and the prospect thereof is a proper inducement to the Guarantor entering into this Replenishment Agreement; and WHEREAS, in order for the Authority to issue Aquarium Revenue Bonds pursuant to its Series 2014 Revenue Bond Indenture (the Bond Indenture ), and as additional security for the punctual payment of principal and interest due and payable with respect to the Aquarium Revenue Bonds, the Guarantor is willing to enter into this Agreement, pursuant to which the Guarantor will be obligated to make up any deficiencies in the sinking fund reserve fund for the Aquarium Revenue Bonds (the Reserve Fund ); NOW, THEREFORE, in consideration of the issuance of the Aquarium Revenue Bonds, the Guarantor does hereby, subject to the terms hereof, covenant and agree as follows: Replenishment Agreement 1

34 ARTICLE I DEFINITIONS All terms used herein and not otherwise defined herein shall have the same meanings ascribed to them in the Bond Indenture. ARTICLE II REPRESENTATIONS AND WARRANTIES OF GUARANTOR Guarantor hereby represents and warrants that: (i) it has the power to enter into this Agreement; (ii) it has duly authorized the execution and delivery of this Agreement by all necessary and requisite action; and (iii) neither this Agreement nor the agreements herein contained contravene or constitute a default under any agreement, note, lease or indenture to which it is a party or any other requirement of law. ARTICLE III COVENANTS AND AGREEMENTS SECTION 3.1 GUARANTOR PERFORMANCE. Guarantor hereby covenants for the equal protection and benefit of all holders of the Aquarium Revenue Bonds and for as long as any principal and interest is due to be paid pursuant to the Bond Indenture with respect to the Aquarium Revenue Bonds: (a) Following an application by the Trustee of the monies in the Reserve Fund to make up a deficiency in the Bond Account pursuant to Article III of the Bond Indenture, Guarantor will upon demand, as specified herein and in the Bond Indenture, make full and prompt payment to the Trustee of all funds necessary to fully fund the Reserve Fund up to the Reserve Requirement. Replenishment Agreement 2

35 (b) All payments by the Guarantor shall be paid in lawful money of the United States of America. (c) The obligations of the Guarantor set forth in clause (a) of this Section 3.1 shall in no event be subject to acceleration, notwithstanding the acceleration of the payment of the principal and interest on the Aquarium Revenue Bonds. The sole obligation of the Guarantor is to make payment to the Trustee upon demand, of all monies necessary to fund the Reserve Fund up to the Reserve Requirement, the same to be calculated as though no acceleration of maturity of the Aquarium Revenue Bonds had occurred. (d) The Guarantor waives notice of the issuance of the Aquarium Revenue Bonds and notice from the Trustee or the holders from time to time of any of the Aquarium Revenue Bonds of their acceptance and reliance on this Agreement. The Guarantor also waives presentment, demand for payment, protest and notice of nonpayment or dishonor and all other notices or demands whatsoever relating to the Aquarium Revenue Bonds. SECTION 3.2 METHOD OF GUARANTOR PAYMENT. At least five (5) days prior to any monthly payment date as provided in the Bond Indenture, the Trustee shall notify the Guarantor if there will be, as a result of an anticipated application by the Trustee of monies in the Reserve Fund to make up a deficiency in the Bond Account, an anticipated shortfall in the Reserve Fund below the Reserve Requirement. In such instances, the Guarantor shall take such actions as are necessary to assure the availability of the amounts required hereunder to fully fund the Reserve Fund up to an amount equal to the Reserve Requirement. If the Trustee does withdraw monies from the Reserve Fund to make up a deficiency in the Bond Account, the Guarantor shall remit to the Trustee an amount sufficient to fully fund the Reserve Fund up to the Reserve Requirement. PROVIDED, at all times the sole obligation of the Guarantor is to make payment to the Trustee upon demand, of all monies necessary to fund the Reserve Fund up to the Reserve Requirement. Replenishment Agreement 3

36 SECTION 3.3 IRREVOCABLE. This Agreement constitutes a continuing guarantee of payment and not of collection. The obligations of the Guarantor under this Agreement shall be absolute and unconditional and shall remain in full force and effect until either the latter of entire principal of, premium, if any, and interest on the Aquarium Revenue Bonds shall have been paid in full or provision for their payment shall have been made as provided in the Bond Indenture or the expiration of any preference period as provided under the United States Bankruptcy Code. The obligations of Guarantor hereunder shall not be affected, modified, impaired, released, reduced or discharged upon the occurrence from time to time of any event, including without limitation any of the following, whether or not with notice to, or the consent of, the Guarantor: (1) The waiver, compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Authority which are contained in the Bond Indenture or the release, substitution or exchange of pledged assets or funds by the Trustee, or of the payment, performance or observance thereof; (2) The failure to give notice to the Guarantor of the occurrence of an event of default under the provisions of this Agreement; (3) The transfer, assignment or mortgaging, or the purported transfer, assignment or mortgaging of all or any part of the interest of the Authority or the Trustee in the aquarium facilities or any failure of title or security of the lien of the Bond Indenture; (4) The extension of the time for payment of the principal of, redemption premium, if any, or interest on the Aquarium Revenue Bonds or of the time for performance of any obligations, covenants or agreements under or arising out of this Agreement, the Bond Indenture or the Aquarium Revenue Bonds; (5) The modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in the Bond Indenture, this Agreement or the Aquarium Revenue Bonds; (6) The taking or the omission to take, any of the actions required or permitted in the Bond Indenture, the Aquarium Revenue Bonds or this Agreement; Replenishment Agreement 4

37 (7) Any failure, omission, delay or lack on the part of the Authority or the Trustee to enforce, assert or exercise any right, power or remedy conferred on the Authority or the Trustee in this Agreement or the Bond Indenture, or the inability of the Authority or the Trustee to enforce any provision of this Agreement or the Bond Indenture for any reason, or any other act or omission on the part of the Authority, the Trustee or any of the holders from time to time of the Aquarium Revenue Bonds; (8) The voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all of the assets, marshaling of assets and liabilities, receivership, conservatorship, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition, readjustment of or other similar proceeding affecting the Authority, the Guarantor or the Trustee of any of the assets of any of them, or any allegation or contest of the validity of this Agreement, the Bond Indenture, or the Aquarium Revenue Bonds in any such proceeding, or otherwise; (9) The damage or partial or total destruction of the real and/or personal property constituting the aquarium facilities or any part thereof, or the taking by the power of eminent domain (or by agreement in lieu of such taking) of such property or any part thereof by any lawful authority, or the unavailability or non-use of the aquarium facilities (or portion thereof) for whatever reason; (10) The surrender or impairment of any security for the performance or observance of any of the agreements, covenants, terms and conditions contained in this Agreement, the Bond Indenture or the Aquarium Revenue Bonds; (11) The failure of the Authority to perform and observe any agreement or covenant, or to discharge any duty or obligation, arising out of or connected with this Agreement, or any other agreement between the Authority and the Guarantor, or the occurrence or pendency of any event of default thereunder or any proceedings or actions as a result of, or attendant upon, such default; (12) The failure by the Authority or the Trustee to give notice to the Guarantor under the provisions of this Agreement, the Bond Indenture or the Aquarium Revenue Bonds; and Replenishment Agreement 5

38 (13) To the extent permitted by law, any event or action that would, in the absence of this clause, result in the release or discharge by operation of law of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Agreement. SECTION 3.4 NO SET-OFF. No set-off, counterclaim, reduction or diminution of an obligation or any claim of any kind or nature which the Authority has or may have against any entity shall be available hereunder to the Guarantor; PROVIDED, however, that nothing contained herein shall prohibit the Guarantor from asserting any claim against the Trustee in a legal proceeding, which proceeding shall in no way delay the prompt fulfillment by the Guarantor of its obligations hereunder. SECTION 3.5 DEFAULT. If the Authority fails to pay to the Trustee the amounts required to be paid into the Reserve Fund pursuant to the Bond Indenture at the regularly scheduled date for payment thereof (regardless of the reason for any such payment default) and Trustee applies monies from the Reserve Fund to make up the deficiency in the Bond Account, the Guarantor shall, upon demand by the Trustee, as set forth herein in Section 3.2, pay the amount necessary to fully fund the Reserve Fund to the Reserve Requirement in the manner and at the times set forth in the Bond Indenture. Upon the default in payment by the Authority, the Trustee shall have the right to proceed first and directly against the Guarantor under this Agreement without proceeding against or pursuing any other remedies which it may have and without resorting to any security held by the Trustee under the Bond Indenture. The Authority agrees to pay all costs, expenses and fees, including all reasonable attorney s fees, which may be incurred by the Trustee in enforcing or attempting to enforce this Agreement, whether the same shall be enforced by suit or otherwise. SECTION 3.6 DISCHARGE. Anything contained in this Agreement to the contrary notwithstanding, all of the obligations of the Guarantor hereunder shall be deemed Replenishment Agreement 6

39 to be paid in full and fully discharged after any applicable preference period as provided under the United States Bankruptcy Code upon either (i) the payment by the Guarantor to the Trustee of an amount equal to the aggregate principal of, redemption premium, if any, and interest on the Aquarium Revenue Bonds, including amounts theretofore deposited with the Trustee for the payment thereof in accordance with the provisions of the Bond Indenture; or (ii) the deposit by the Guarantor with the Trustee of monies in an amount which shall be sufficient, or direct obligations of or obligations guaranteed by the United States of America, the principal (or redemption price) of and the interest on which, when due, will provide moneys which, together with the moneys, if any, deposited with the Trustee at the same time, or previously deposited with the Trustee shall be sufficient to pay when due the principal of, redemption premium, if applicable, and interest due and to become due on the Aquarium Revenue Bonds on and prior to the redemption date or maturity date thereof, as the case may be in accordance with the provisions of the Bond Indenture. SECTION 3.7 SUBORDINATION. All rights of the Guarantor superior to the rights of the Trustee, by subrogation or otherwise, shall be subordinate to all rights and claims of the Trustee prior to payment in full of the principal, redemption premium, if any, and interest on the Aquarium Revenue Bonds. SECTION 3.8 SUBROGATION. To the extent the Guarantor makes payment as provided for hereunder in Section 3.2 or 3.6, it shall become subrogated to the rights of the Trustee under the Bond Indenture to receive payments to be made into the Reserve Fund. SECTION 3.9 FINANCIAL STATEMENTS. The Guarantor agrees that it will provide to the Trustee the same financial and other reports relating to the Guarantor as those set forth in the Bond Indenture with respect to the Authority in the same forms and at the same times as therein set forth. Replenishment Agreement 7

40 SECTION 3.10 MAINTENANCE OF LEASEHOLD. The Guarantor specifically covenants that it will maintain and renew its leasehold interest and estate in, and to all of the water and sanitary sewer systems and facilities owned by the City and leased to the Authority by a Lease (the Lease ), dated February 2, 1970, and recorded in the office of the County Clerk of Tulsa County, Oklahoma, in Book 3933, at Page 771; and will not suffer or permit the termination, amendment or release of the Lease in whole, or in part. SECTION 3.11 ADDITIONAL INDEBTEDNESS. The Guarantor shall not incur additional indebtedness secured by the Revenues of the water and sewer systems demised to the Authority by the Lease or a lien senior to this Agreement unless a Certified Public Accountant provides a written certificate verifying that net revenues for the prior fiscal year of the Guarantor and the Authority equal at least one hundred twenty-five percent (125%) of the maximum annual debt service on the outstanding Aquarium Revenue Bonds. Additionally, the Guarantor shall not incur additional indebtedness secured by the aforesaid Revenues on a basis which is superior to this Agreement and junior to the Guarantor s Series 2012 Refunding Revenue Bonds dated April 1, Net revenues of the Authority may be included only if the Authority has produced positive net income, excluding depreciation for each of the prior three fiscal years. Maximum annual debt service, as provided in this Section, shall include any deposits made within the previous year or projected to be made to the Reserve Fund pursuant to this Agreement. ARTICLE IV OBLIGATIONS OF AUTHORITY TO GUARANTOR SECTION 4.1 LOAN TO AUTHORITY. Any payment by the Guarantor hereunder shall be considered a loan to the Authority. After Guarantor makes any payments pursuant to this Agreement, Authority shall be responsible to make payments to Guarantor until Guarantor has been fully reimbursed for all payments it has made pursuant to this Replenishment Agreement 8

41 Agreement, plus interest at the per annum rate equal to the true interest cost on the Aquarium Revenue Bonds, which interest shall accrue from the date of each such payment by the Guarantor until such loan is repaid by the Authority to the Guarantor. Any payment by the Guarantor made while a previous payment so made shall not have been repaid to Guarantor shall constitute an additional advance upon the outstanding loan. The Guarantor and Authority reasonably expect the Authority to have sufficient revenues to pay, when due, the principal, any premium, and interest on the Aquarium Revenue Bonds, and to repay any amounts paid hereunder by the Guarantor. SECTION 4.2 NOTIFICATION OF DEFAULT. The Trustee shall notify the Guarantor immediately in writing of any event of default under the Bond Indenture. SECTION 4.3 RATE COVENANT. The Authority hereby covenants to the Guarantor that in the event payment is made under this Agreement, the Authority will take all actions within its power necessary for it to reimburse the Guarantor as soon as possible as provided herein and in the Bond Indenture, including actions to fix charges and to raise fees and other revenues. The Guarantor agrees to take whatever actions it may take under law to assist the Authority in this regard. SECTION 4.4 ADDITIONAL DEBT LIMITATION. As long as Aquarium Revenue Bonds that are entitled to the benefit of this Agreement remain outstanding under the Bond Indenture, Additional Bonds (as such term is defined in the Bond Indenture) may only be issued with the prior written consent of the Guarantor. Such consent to the issuance of such Additional Bonds will not constitute the agreement to guarantee such Additional Bonds. Also, the Authority shall not incur any other additional indebtedness (other than accounts payable in the ordinary course of business or leasehold obligations of tenants of the aquarium facilities) of any kind at any time during the term of this Agreement without the express written consent of the Guarantor. Replenishment Agreement 9

42 SECTION 4.5 AMENDMENT TO BOND INDENTURE. As long as any Aquarium Revenue Bonds are outstanding, the Bond Indenture may be amended only with the prior written consent of the Guarantor. ARTICLE V MISCELLANEOUS SECTION 5.1 NO EXCLUSIVE REMEDY. No remedy herein conferred upon the Guarantor is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement now or hereafter existing at law or in equity. No delay or failure to exercise any right or power accruing upon any default, omission or failure of performance hereunder shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be revised from time to time and as often as may be deemed expedient. In order to entitle the Guarantor to exercise any remedy reserved to it in this Agreement, it shall not be necessary to give any notice to the Trustee or Authority prior to the demand for payment. In the event any provision contained in the Agreement should be breached by the Authority and thereafter duly waived by the Guarantor, such waiver cannot be deemed to waive any other breach hereunder. No waiver, release or modification of this Agreement shall be established by oral communication, custom or course of dealing, but solely by a written instrument executed and delivered. SECTION 5.2 SEVERABILITY. The invalidity or unenforceability of any one or more phrases, sentences, paragraphs or sections in this Agreement shall not affect the validity or enforceability of the remaining portions of this Agreement. Replenishment Agreement 10

43 SECTION 5.3 CONSTRUCTION. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma. SECTION 5.4 EXECUTION IN SEVERAL COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original for all purposes; and all such counterparts shall together constitute but one and the same instrument. SECTION 5.5 BENEFICIARIES OF AGREEMENT. The holders of the Aquarium Revenue Bonds shall be third party beneficiaries of this Agreement. Replenishment Agreement 11

44 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. THE JENKS PUBLIC WORKS AUTHORITY Guarantor By Chairman of Trustees ATTEST: (Seal) Secretary of Trustees THE JENKS AQUARIUM AUTHORITY Authority By Chairman of Trustees ATTEST: (Seal) Secretary of Trustees BANCFIRST, OKLAHOMA CITY, OKLAHOMA Trustee By (Title) ATTEST: (Seal) (Title)

45 EXHIBIT C OPINION OF BOND COUNSEL

46 (THIS PAGE LEFT BLANK INTENTIONALLY)

47

48

49 EXHIBIT D AUDITED FINANCIAL STATEMENTS OF JENKS, OKLAHOMA 2013

50 (THIS PAGE LEFT BLANK INTENTIONALLY)

51 CITY OF JENKS, OKLAHOMA FINANCIAL REPORT JUNE 30, 2013 INCLUDES INDEPENDENT AUDITOR S REPORTISSUEDBY

52 (THIS PAGE LEFT BLANK INTENTIONALLY)

53 CITY OF JENKS Jenks, Oklahoma CONTENTS Page No. Independent Auditor's Report 1-2 Management s Discussion and Analysis 3-9 Basic Financial Statements: Government-Wide Financial Statements: Statement of Net Position 10 Statement of Activities and Changes in Net Position Fund Financial Statements: Balance Sheet - Governmental Funds 13 Reconciliation of the Governmental Funds Balance Sheet to the Government-Wide Statement of Net Position 14 Statement of Revenues, Expenditures and Changes in Fund Balances - Governmental Funds 15 Reconciliation of the Governmental Funds Statement of Revenues, Expenditures and Changes in Fund Balance to the Government-Wide Statement of Activities and Changes in Net Position 16 Statement of Net Position - Proprietary Funds 17 Statement of Revenues, Expenses and Changes in Net Position - Proprietary Funds 18 Statement of Cash Flows - Proprietary Funds 19 Statement of Fiduciary Net Position - Fiduciary Funds 20 Notes to the Basic Financial Statements Required Supplemental Information: Statement of Revenues, Expenditures and Changes in Fund Balance Budget (GAAP Budgetary Basis) and Actual Governmental Funds Notes to Required Supplemental Information 43

54 CITY OF JENKS Jenks, Oklahoma CONTENTS Page No. Other Information: Combining Balance Sheet Non-Major Governmental Funds Combining Statement of Revenues, Expenditures and Changes in Fund Balances Non-Major Governmental Funds Report Required by Government Auditing Standards: Independent Auditor s Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards 50

55 To the City Council City of Jenks, Oklahoma Report on the Financial Statements INDEPENDENT AUDITOR S REPORT We have audited the accompanying financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of City of Jenks, Oklahoma, as of and for the year ended June 30, 2013, and the related notes to the financial statements, which collectively comprise the City s basic financial statements as listed in the table of contents. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Jenks, Oklahoma, as of June 30, 2013, and the respective changes in financial position, and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management s discussion and analysis and budgetary comparison information on pages 3-9 and be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context Health Center Parkway Yukon, Oklahoma NW 63 rd Suite 202 Oklahoma City, Oklahoma Phone (405) Fax (405) Web address: