Oklahoma City Zoology Trust

Regular Meeting

Oklahoma City, OK · June 25, 2025

OKLAHOMA CITY ZOOLOGICAL TRUST Meeting Agenda Zoo Administration Building, Savanna Conference Room June 25, 2025 - 4:30 p.m. OKLAHOMA CITY ZOOLOGICAL TRUST MEMBERS Vicki Howard, Chairperson Camal Pennington, Councilperson, Ward 7 Jon Trudgeon, Vice-Chairperson Dustin Fredrick Pama Palmer, Secretary Aimee Salalati David Holt, Mayor Derek Albro Heather Ross, Surrogate to the Mayor Craig Freeman, City Manager Dwight Lawson, PhD, Executive Director/CEO LaShawn Thompson, Surrogate to the City Manager INFORMATION ABOUT OKLAHOMA CITY ZOOLOGICAL TRUST MEETINGS The Oklahoma City Zoological Trust meets on the fourth Wednesday of each month at 4:30 p.m. in the Zoo Administration Building, located at 2000 Remington Place, Oklahoma City, Oklahoma 73111. Free parking is available in the Zoo parking lot. It is the policy of the Oklahoma City Zoological Trust to ensure that communications with participants and members of the public with disabilities are as effective as communications with others. Anyone with a disability who requires an accommodation, a modification of policies or procedures, or an auxiliary aid or service in order to participate in this meeting should contact the Zoo at 405-425-0231 as soon as possible, but not later than 48 hours (not including weekends or holidays) before the scheduled meeting. The Zoo will give primary consideration to the choice of auxiliary aid or service requested by the individual with disability. If you need an alternate format of the agenda or any information provided at said meeting, please contact the Zoo at 405-425-0231 at least 48 hours prior to the scheduled meeting. ADDRESSING THE OKLAHOMA CITY ZOOLOGICAL TRUST Citizens may address the Trust on certain items by signing up to speak and providing the agenda item number, their reason for appearing, and their address, but all comments must be relevant to the item. Citizens may also address the Trust at the end of the agenda under “Citizens to be heard.” Please contact the Zoo at 405- 425-0231 at least 48 hours prior to the meeting, and leave a message that includes your name, the agenda item number, and the reason you would like to speak. Staff will submit requests received to the Chair. Please limit your comments to three (3) minutes or less. The Chair or presiding officer may, in his or her discretion, prohibit a person from addressing the Trust, or have any person removed from the Auditorium, if that person commits any disorderly or disruptive behavior. Disorderly conduct includes, but is not limited to, any of the following: speaking without being recognized by the Chair or presiding officer; continuing to speak after notice that the speaker’s allotted time has expired; presenting comments or material not relevant to the item under discussion; failing to comply with the lawful instructions of the Chair or presiding officer; or engaging in other conduct, activity, or speech that delays, disturbs, interferes, or disrupts the effective or timely conduct of the meeting, or is otherwise violent, threatening, abusive, obscene, or jeopardizes the safety of self or others. A person may also be subject to Page 1 of 17 arrest and removal from the Auditorium for violation of Oklahoma City Municipal Code 2020, § 3081 – Disorderly conduct and/or violation of 21 Okla. Stat. § 280 – Willfully Disturbing, Interfering with or Disrupting State Business, Agency Operations or Employees. TRUST ACTIONS Official action can be taken only on items which appear on the agenda. The Trust may adopt, approve, ratify, deny, defer, recommend, amend, strike, or continue any agenda item. Other actions may also be taken. When more information is needed to act on an item, the Trust may refer the matter to the Executive Director/CEO or the Municipal Counselor. The Trust may also refer items to standing committees of the Trust for additional study. Under certain circumstances, items are deferred to a specific later date or stricken from the agenda entirely. CONSENT DOCKET Items listed under “Consent Docket” are usually approved as a group with the proper motion from a member of the Trust. Members of the Trust may request discussion or separate action on any item on the Consent Docket. For more information about the Oklahoma City Zoological Trust, please call 405-424-3344. Page 2 of 17 AGENDA I. Meeting Minutes A. Oath of Office – Camal Pennington B. Minutes of May 28, 2025, Oklahoma City Zoological Trust Meeting ........................... Pages 4-6 II. Staff and/or Committee Updates A. Financial Report of May, 2025 .......................................................................................... Pages 7-10 III. Items for Individual Consideration A. Approval of Estoppel Certificate and Consent to First Amendment to Mortgage ............................................................................................................................. Pages 11-14 B. Resolution of the Oklahoma City Zoological Trust re-electing and appointing Carla Holmes to serve a second term on the Board of Directors of Oklahoma Zoological Society, Inc. .......................................................... Pages 15-17 IV. Items from Trustees V. Staff Reports A. Executive Director’s Report VI. Citizens to Be Heard VII. Adjournment Page 3 of 17 JOURNAL OF TRUST PROCEEDINGS MAY 28, 2025 Trustees Present: Vicki Howard, Chairperson Jon Trudgeon, Vice-Chairperson LaShawn Thompson, Surrogate to the City Manager Dustin Fredrick Derek Albro Aimee Salalati Staff Present: Dwight Lawson, Executive Director/CEO Trevor Leonard, COO Rebecca McReynolds, Vice President of Finance/CFO Greg Heanue, Vice President of Marketing/CMO Tammy Burnett, Vice President of Organizational Development Jennifer D’Agostino, Chief Animal Programs Officer Dahrenda Mitchell, Director of Guest Experience Rebecca Snyder, Senior Director of Conservation, Education, and Science Matthew Word, Senior Director of Information Technology Mandy Heaps, OZS Executive Director Kate Winters, Executive Assistant Others Present: Bailee Richards, Assistant Municipal Counselor, City of Oklahoma City Rachel Briant, Citizen Agenda Topics I. Secretary Pro Tem A. Jon Trudgeon, Trust Vice-Chairperson, appointed as secretary pro tem for this meeting. APPROVED. Moved by Trustee Vicki Howard. Seconded by Trustee Derek Albro. AYES: Trustees Vicki Howard, Jon Trudgeon, LaShawn Thompson, Dustin Fredrick, Derek Albro, Aimee Salalati. II. Receive Minutes B. Minutes of April 9, 2025. APPROVED. Moved by Trustee Jon Trudgeon. Seconded by Trustee Dustin Fredrick. AYES: Trustees Vicki Howard, Jon Trudgeon, LaShawn Thompson, Dustin Fredrick, Derek Albro, Aimee Salalati. Page 4 of 17 Oklahoma City Zoological Trust May 28, 2025 Page 2 of 3 III. Receive Staff and/or Committee Updates A. Financial Reports of March & April, 2025. CFO, Rebecca McReynolds, provided information on the financial report of March and April, 2025. MOVED To Accept Both Months. Moved by Trustee Jon Trudgeon. Seconded by Trustee Derek Albro. AYES: Trustees Vicki Howard, Jon Trudgeon, LaShawn Thompson, Dustin Fredrick, Derek Albro, Aimee Salalati. IV. Items for Individual Consideration A. Oklahoma City Zoological Trust’s Budget for the Fiscal Year 2025-2026. CFO, Rebecca McReynolds, presented the 2025-2026 Budget. MOVED. Moved by Trustee Dustin Fredrick. Seconded by Trustee Jon Trudgeon. AYES: Trustees Vicki Howard, Jon Trudgeon, LaShawn Thompson, Dustin Fredrick, Derek Albro, Aimee Salalati. B. Resolution of the Oklahoma City Zoological Trust waiving competitive bidding and authorizing the sole source purchase of ticket and SSO software from ACME Technologies, INC., cost of $180,000, retroactive to March 1, 2025 through February 29, 2028. CEO, Dwight Lawson, explained the Resolution waiting competitive bidding and authorizing the sole source pur- chase of ticket and SSO software from ACME Technologies, INC. MOVED AS AMENDED. Moved by Trustee Jon Trudgeon. Seconded by Trustee Derek Albro. AYES: Trustees Vicki Howard, Jon Trudgeon, LaShawn Thompson, Dustin Fredrick, Derek Albro, Aimee Salalati. C. Change Order No. 4, Project MZ-0065-2, “Renovation of Former Administration Building at Oklahoma City Zoo,” increase of $13,107.00. CEO, Dwight Lawson, provided information on Change Order 4 for Project MZ-0065-2. MOVED. Moved by Trustee Derek Albro. Seconded by Trustee Dustin Fredrick. AYES: Trustees Vicki Howard, Jon Trudgeon, LaShawn Thompson, Dustin Fredrick, Derek Albro, Aimee Salalati. V. Items from Trustees A. There were no new items from the Trustees. VI. Staff Reports A. Capital Projects – Well House progress update shared. Well Houses 41 and 42 should be completed within the next month with Well House 43 following by August. The work at The Lodge is almost complete and the animal am- bassador outside enclosures are almost ready to hold animals. Work on the elephant shade project and the hippo statue has begun. RFQ for Cat Forest Renovation is out and the RFQ for Sting Ray Bay will be released by the end of this week. B. Animal Care – Lots of new babies, including lorikeet, robins, tenrec, and dwarf mongoose. Continued work with giraffe training has been successful. Unfortunately, due to a conformational deformity we had to humanly euthanize Page 5 of 17 Oklahoma City Zoological Trust May 28, 2025 Page 3 of 3 Azizi, our young female giraffe. We recently hosted both EEHV 13th International Workshop and the Chimp SSP Husbandry Workshop. Elok, our male orangutan, will move to another AZA organization tomorrow. C. Conservation and Education – Nature Explorer’s Preschool completed it’s first year and they hosted a graduation for those aging out of the program. The end-of-year parent survey came back with high very scores and lots of compliments. The Behavioral Husbandry team has continued their partnership with the OU School of Engineering and the animal teams received a remote-controlled feeding device and an animal-controlled enrichment for the bird team. D. Human Resources – Currently, we are sitting at 20% turnover and going through open enrollment for employees. Our volunteers have donated over 36 thousand hours just this year. E. PR & Marketing – April was the wettest month in Oklahoma history which resulted in low attendance, however, we are still 1% ahead of year-end goal. 47% of guests attending in March took advantage of our discounted or free programs. The Legislature Night the Zoo hosted had a great turnout. Breakfast with Animals has had great ticket sales and while Sip & Stroll sales have been low, they are ahead of expectations. Our 2026 travel conservation trips have been announced – Mexico, Pantanal, and Namibia. F. OZS Update – The Gala is almost sold out! This year we have $230,000 in sponsorships and $85,000 committed for Fund-A-Need. We are excited to welcome new board members. VII. Citizens to be Heard. A. None. VIII. Adjournment There being no further business to come before the Trust, the Chairperson declared the meeting adjourned at 5:36pm. Page 6 of 17 MEMO To: Oklahoma City Zoological Trust From: Dwight Lawson, Rebecca McReynolds Date: June 25, 2025 FY-25 Financial Summary as of May 31, 2025 FY- 25 FY- 25 Variance FY- 24 Variance Act- Variance Attendance: Actuals Budget Amount Variance % Actuals Last Year % Current Month 164,940 145,000 19,940 13.8% 140,752 24,188 17.2% Year to date 1,000,222 973,500 26,722 2.7% 994,215 6,007 0.6% Operating Revenue: Current Month $2,524,900 $2,096,027 $428,873 20.5% $2,098,534 $426,366 20.3% Year to date 15,036,479 14,730,439 306,040 2.1% 13,696,251 1,340,228 9.8% Per-Capita Revenue for the month was $15.31. Year to date per capita revenue is $15.03 which is $0.10 less than the budget of $15.13. Other Revenue: Current Month $182,253 $80,704 $101,549 125.8% $108,922 $73,331 67.3% Year to date 3,151,355 2,277,938 873,417 38.3% 2,376,320 $775,035 32.6% Operating Expenses: Current Month 2,515,960 2,499,449 $16,511 0.7% 2,388,869 $127,091 5.3% Year to date 22,337,871 23,136,574 (798,703) -3.5% 20,292,450 2,045,421 10.1% Operating Profit (Loss): Current Month $191,193 ($322,718) $513,911 -159.2% ($181,413) $372,606 -205.4% Year to date ($4,150,037) ($6,128,196) 1,978,159 -32.3% ($4,219,879) 69,842 -1.7% Sales Tax Revenue: Current Month $1,581,590 $1,639,374 ($57,784) -3.5% $1,525,268 $56,322 3.7% Year to date 16,553,146 17,037,220 (484,074) -2.8% 16,661,932 (108,786) -0.7% Net Income (Loss): Current Month $1,772,783 $1,316,656 $456,127 34.6% $1,343,855 $428,928 31.9% Year to date 12,403,108 10,909,024 1,494,084 13.7% 12,442,053 (38,945) -0.3% Annual YTD Budget Capital/Other: Budget Expenses Remaining % Capital Improvements $500,000 $288,419 $211,581 42.3% Remaining to OZS Fundraising: Annual Budget YTD Income Goal % 2024 Events/Fundraising/Endowments $1,546,390 $3,997,387 ($2,450,997) -158.5% 2024 Zoo Support 1,473,383 1,249,354 224,029 15.2% Page 7 of 17 OKLAHOMA CITY ZOOLOGICAL TRUST FY 2024-25 Capital Projects Department Project Name Budget YTD Exp Balance Status Ambassador Animals Outdoor Habitats 17,500.00 17,605.92 (105.92) Complete Birds Overwintering Brooder Boxes 1,000.00 1,001.05 (1.05) Complete Events Picnic Table Replacement 10,000.00 - 10,000.00 Under Review Guest Experience Plaza Storage 5,500.00 3,451.24 2,048.76 Complete Guest Experience Guest Experience Carpet 25,057.67 21,989.67 3,068.00 Complete Hort/Grounds Green Works 10,000.00 - 10,000.00 Not Started Hort/Grounds Zero Turn Mowers 8,000.00 9,895.86 (1,895.86) Complete Maintenance Boardwalk Repairs 50,000.00 69,544.06 (19,544.06) Complete Maintenance Roof Replacement 50,000.00 - 50,000.00 In Process - Insurance Maintenance Concrete Repair 50,000.00 54,320.00 (4,320.00) In Process Maintenance HVAC 100,000.00 21,834.58 78,165.42 In Process Maintenance Cat Forest Floor 25,000.00 7,395.00 17,605.00 In Process Maintenance Great Escape Floor 25,000.00 - 25,000.00 Not Started Technology ACME Box Office Windows 45,000.00 35,799.55 9,200.45 Complete Technology ACME Hardware Refresh 25,000.00 27,581.65 (2,581.65) Complete Technology CIP Mobile App 50,000.00 18,000.00 32,000.00 Complete Contingency 2,942.33 - 2,942.33 Total CIP Budget 500,000.00 288,418.58 211,581.42 Other: Contingency Fund $500,000 Department Project Name Budget YTD Exp Balance Status Education Vinyl Padded Folding Chairs 4,800.00 4,728.53 71.47 Complete Hort/Grounds Tree, Plants & Signage 25,000.00 9,410.00 15,590.00 In Process Maintenance Vehicles 50,000.00 55,800.00 (5,800.00) Complete Administration Director Vehicle 64,490.89 64,490.89 - Complete Security ERT Shotguns 7,500.00 5,322.81 2,177.19 In Process Maintenance Finalize AZA Inspection Repairs 67,498.27 67,498.27 - Complete Maintenance Elephant Fan Replacement 24,380.00 22,398.10 1,981.90 Complete Maintenance Cat Forest Siding Replacement 111,535.46 133,435.46 (21,900.00) Complete Maintenance Hail Storm Repairs 100,000.00 38,855.52 61,144.48 In Process Maintenance Gas Line Repairs - - - Complete Maintenance HVAC - Vet Hospital 45,000.00 44,972.99 27.01 Complete Maintenance Contingency - Small Cat Glass 9,600.00 9,699.00 (99.00) Complete Total CIP Budget 509,804.62 456,611.57 53,193.05 Balance Available: (9,804.62) Master Plan/Capital Projects Planned Expenses Balance Status Master Plan Africa/Savana/Entry Plaza 34,948,760.00 35,620,276.99 (671,516.99) Wrapping up punch list Master Plan Shore to Sea 26,000,000.00 4,004,242.59 21,995,757.41 Bids rejected - project redesign Master Plan WellLines/Pump Houses/Tower 1,200,000.00 232,389.94 967,610.06 In Process Master Plan Oklahoma City Aquarium 507,800.00 424,906.69 82,893.31 Planning stage Master Plan African Plateau Phase 1 281,400.00 - 281,400.00 Not started Master Plan Reptile/Jungle Gym 2,189,996.00 - 2,189,996.00 Not started Capital Project Solar Lighting-Elephant Bldg 275,000.00 - 275,000.00 Not started Capital Project Elephant Shade Structure 100,000.00 48,550.58 51,449.42 In process Capital Project Splash Pad Remodel - - - Not started Capital Project Amphitheater Improvements 150,000.00 186,107.14 (36,107.14) Complete Capital Project Gayla Peevey Statue 93,800.00 70,350.00 23,450.00 In process Capital Project Stingray Bay 4,621.45 4,621.45 - In process Total 65,751,377.45 40,591,445.38 25,159,932.07 Grants Budget Expenses Balance Status Grant Asphalt Project 250,000.00 - 250,000.00 Awarded - FY 2025 Grant Carport and EV Purchases 282,096.00 - 282,096.00 Awarded Grant OG&E Community Solar Project - - - Not Awarded Grant Rubber Footing Upgrades - - - Not Awarded - May Reapply Grant Worm Bins 5,000.00 2,302.84 2,697.16 Awarded Total 537,096.00 2,302.84 534,793.16 Page 8 of 17 OKLAHOMA CITY ZOOLOGICAL TRUST INCOME STATEMENT SUMMARY FOR THE ELEVEN MONTHS ENDING 5/31/2025 CURRENT MONTH YEAR TO DATE ACTUAL BUDGET LAST YR ACTUAL BUDGET LAST YR REVENUES: ADMISSIONS $1,073,246 $918,517 $803,038 $5,400,423 $5,100,891 $4,586,382 ANIMAL SHOW ADMISSIONS 37,423 25,958 23,370 152,985 174,275 147,903 ANIMAL FEEDINGS 46,801 43,046 36,041 271,125 289,005 216,934 FOOD & BEVERAGE/VENDING 295,199 154,946 230,351 1,292,668 1,140,274 1,111,480 CATERING/RENTALS 0 17,798 0 0 119,491 5,615 CONCERTS 0 35,000 0 255,666 245,000 230,847 RIDES 81,414 66,778 63,510 381,156 448,332 407,377 MERCHANDISE COMMISSION 103,708 81,137 102,836 599,049 544,738 647,451 STROLLER/RENTALS/WILD ENC 92,774 95,273 124,455 538,237 639,640 612,584 EDUCATION 63,742 86,712 39,111 762,626 917,500 491,684 PROMOTIONS 213,070 130,736 247,339 2,529,705 2,223,481 2,418,468 MEMBERSHIP 495,118 424,937 421,235 2,730,810 2,723,123 2,699,403 OTHER 22,406 15,190 7,248 122,029 164,688 120,124 TOTAL OPERATING REVENUE 2,524,900 2,096,027 2,098,534 15,036,479 14,730,439 13,696,251 COST OF GOODS SOLD 0 0 0 0 0 0 GROSS MARGIN $2,524,900 $2,096,027 $2,098,534 $15,036,479 $14,730,439 $13,696,251 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% OPERATING EXPENSES: SALARIES 1,562,013 1,505,095 1,354,783 11,289,639 11,804,032 9,929,223 BENEFITS 365,383 338,977 303,346 3,152,799 3,085,931 2,859,222 SUPPLIES 57,638 98,847 88,266 713,426 799,553 659,946 UTILITIES 55,393 89,795 97,956 736,372 987,745 792,155 OUTSIDE SERVICES 183,963 160,744 311,361 2,279,116 2,107,396 2,168,914 ANIMAL CARE 89,877 102,038 75,290 939,024 1,015,694 898,725 OTHER 201,694 203,952 157,867 3,227,495 3,336,223 2,984,266 TOTAL OPERATING EXPENSE 2,515,960 2,499,449 2,388,869 22,337,871 23,136,574 20,292,450 OTHER REVENUES: LEASES 0 0 0 1,386,051 1,357,505 1,357,069 CONTRIBUTIONS 18,653 20,704 22,829 114,727 170,433 119,494 INTEREST 163,600 60,000 86,093 1,650,577 750,000 899,757 TOTAL OTHER REVENUE 182,253 80,704 108,922 3,151,355 2,277,938 2,376,320 OPERATING INCOME (LOSS) 191,193 (322,718) (181,413) (4,150,037) (6,128,196) (4,219,879) TRANSFERS NET INCOME (LOSS) $191,193 ($322,718) ($181,413) ($4,150,037) ($6,128,196) ($4,219,879) Page 9 of 17 OKLAHOMA CITY ZOOLOGICAL TRUST BUDGET ANALYSIS FOR THE ELEVEN MONTHS ENDING 5/31/2025 CURRENT MONTH YEAR TO DATE ACTUAL BUDGET LAST YR ACTUAL BUDGET LAST YR REVENUES: GUEST EXPERIENCE $1,730,565 $1,385,654 $1,383,601 $8,635,643 $8,337,155 $7,730,111 GROUP EVENTS 0 52,798 0 255,666 364,491 236,462 OTHER 794,336 657,575 714,933 6,145,170 6,028,792 5,729,679 TOTAL OPERATING REVENUE 2,524,900 2,096,027 2,098,534 15,036,479 14,730,439 13,696,251 OPERATIONAL EXPEND BY DIVISION: ADMINISTRATIVE 395,041 472,435 346,464 4,424,513 4,659,529 4,182,416 ANIMAL 641,806 608,305 560,718 5,010,014 5,158,405 4,478,560 MARKETING & INTERPRETIVE SVC 225,678 186,095 198,215 2,375,526 2,318,001 2,177,164 BUILDING & GROUNDS 608,428 646,776 685,113 5,476,876 5,936,797 5,032,748 EDUCATION 117,315 115,809 75,961 978,254 1,007,384 662,190 VISITOR SERVICES 325,836 278,666 347,311 2,346,009 2,339,038 2,102,679 VETERINARY 201,855 191,362 175,087 1,726,680 1,717,420 1,656,694 TOTAL OPERATING EXPENSE 2,515,960 2,499,449 2,388,869 22,337,871 23,136,574 20,292,450 NET OPERATING REVENUE 8,940 (403,422) (290,335) (7,301,392) (8,406,135) (6,596,199) OTHER REVENUE: SALES TAX FUND REVENUE 1,581,590 1,639,374 1,525,268 16,553,146 17,037,220 16,661,932 CONTRIBUTIONS 18,653 20,704 22,829 114,727 170,433 119,494 OTHER REVENUE 163,600 60,000 86,093 3,036,628 2,107,505 2,256,826 TOTAL OTHER REVENUE 1,763,843 1,720,078 1,634,190 19,704,501 19,315,159 19,038,252 NET REVENUE BEFORE DEPRECIATION AND CAPITAL EXPENDITURES $1,772,783 $1,316,656 $1,343,855 $12,403,109 $10,909,024 $12,442,053 OPERATING REVENUE/EXPENSE RATIO 100.36% 83.86% 87.85% 67.31% 63.67% 67.49% Page 10 of 17 TO: Chair and Trustees of the Oklahoma City Zoological Trust FROM: Dwight Lawson, Executive Director/CEO DATE: June 25, 2025 SUBJECT: Approval of Estoppel Certificate and Consent to First Amendment to Mortgage Location: One Remington Place, Oklahoma City, Oklahoma Background: The Oklahoma City Zoological Trust (Trust) has leased the Remington Park racetrack and casino property to Global Gaming RP, LLC (Global Gaming) pursuant to a Lease Agreement dated June 13, 1986. On November 1, 2017, the Trust approved an Estoppel Certificate and Consent to Mortgage for a Mortgage of Remington Park Leasehold Estate and Pledge of Remington Park assets between Global Gaming Solutions, LLC, the sole member of Global Gaming, and Wells Fargo Bank, National Association, for the purpose of entering into a credit facility. Global Gaming now intends to amend its Mortgage, First Amendment to Amended and Restated Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Mortgage Amendment”) for recapitalization with Wells Fargo Bank, National Association. In connection therewith, Global Gaming seeks the Trust’s consent to amend the Mortgage. The City of Oklahoma City will subsequently concur after Trust approval. Recommendation: Estoppel Certificate and Consent to First Amendment to Mortgage be approved. Page 11 of 17 Estoppel Certificate and Consent to Mortgage Amendment ______________, 2025 Wells Fargo Bank, National Association, as administrative agent 5340 Kietzke Lane, Suite 102 Reno, NV 89511 Attention: Sue Fuller This Estoppel Certificate and Consent to Mortgage Amendment (this “Certificate”) is being executed in connection with that certain Amended and Restated Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Mortgage”) dated as of June 21, 2021, made by Global Gaming RP, LLC, an Oklahoma limited liability company (“GGRP”) for the benefit of Wells Fargo Bank, National Association, as administrative agent (together with its successors and assigns, “Mortgagee”) and recorded as Instrument Number 2021062501113719, in Book 14798, Page 1255 of the Oklahoma County Clerk Records pursuant to which GGRP mortgaged its sub-leasehold interest in the Property (as defined below). GGRP now intends to amend the Mortgage pursuant to that certain First Amendment to Amended and Restated Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Mortgage Amendment”) made by GGRP for the benefit of Mortgagee. Mortgagee has required that GGRP obtain this Certificate from Oklahoma City Zoological Trust, a public trust (the “Trust”) as to certain matters related to Leases (as defined below). Based on the foregoing, and recognizing that Mortgagee will rely thereon, the Trust hereby confirms, acknowledges, represents, covenants and warrants, as necessary, to GGRP, Mortgagee, and their respective successors and assigns, as follows: 1. The Trust has ground leased certain real property (the “Nichols Hills Property”) pursuant to that certain Amended and Restated Lease Agreement dated as of September 9, 1986 recorded on October 6, 1986 in Book 5533, Page 860 (the “Nichols Hills Lease”) by and between the City of Nichols Hills, Oklahoma, a municipal corporation (“Nichols Hills”), as lessor, and the Trust, as lessee. 2. The Trust has ground leased certain real property (the “University Regents Property”) pursuant to that certain Lease Agreement dated as of June 12, 1986 by and between the Board of Regents of The University of Oklahoma, a body corporate (“University Regents”), as lessor, and The Oklahoma City Zoological Society, Inc., an Oklahoma charitable corporation, as lessee, as assigned to the Trust pursuant to that certain Assignment and Assumption of Lease dated June 13, 1986, filed February 17, 1987 and recorded in Book 5589, Page 211 (the “University Regents Lease”). 3. The Trust has ground leased certain real property (the “Oklahoma City Property”) pursuant to that certain: (i) Amended and Restated Lease Agreement dated September 30, 1986 by and between the City of Oklahoma City, a municipal corporation (“Oklahoma City”), as lessor, and the Trust, as lessee, dated September 30, 1986 and recorded in Book 5589, page 246; (ii) Amended and Restated Lease, dated February 3, 1987 and recorded in Book 5606, Page 1735; (iii) Amended and Restated Lease and Operating Agreement, dated June 19, 1990 and recorded in Book 6058, Page 1170; (iv) Second Amended and Restated Lease and Operating Agreement, dated November 8, 1995 and recorded in Book 7627, Page 565; (v) Ratification and Extension of Lease, dated June 1, 1999 and recorded in Book 7627, Page 627; (vi) Partial Release of Amended and Restated Lease Agreement, Amended and Restated Lease and Operating Agreement, Second Amended and Restated Lease and Operating Agreement, and Ratification and Extension of Lease, dated June 4, CG&R Draft Current date: 06/23/2025 4:48 PM 82877464v2 Page 12 of 17 2002 and recorded in Book 8458, Page 407; and (vii) Ratification and Extension of Lease, dated June 1, 2005 recorded in Book 9787, Page 1788 (collectively, the “Oklahoma City Lease”). 4. The Trust has subleased its entire interest in each of the Oklahoma City Lease, the University Regents Lease, and the Nichols Hills Lease pursuant to: that certain Lease Agreement dated June 13, 1986 by and between the Trust and Oklahoma Racing Associates, an Ohio general partnership, filed February 17, 1987 and recorded in Book 5589, Page 253; that certain Amendment of Lease Agreement dated January 7, 1987, filed February 17, 1987 and recorded in Book 5589, Page 317; as assigned pursuant to that certain Assignment to Remington Park, Inc., an Oklahoma corporation, filed January 25, 1991 and recorded in Book 6134, Page 1963; as amended by that certain Partial Release of Lease and Amendment of Lease, filed June 5, 2001, recorded in Book 8458, Page 397; as amended by that certain Second Amendment of Lease Agreement filed November 23, 2005, recorded in Book 9932, Page 622; as assigned pursuant to that Assignment and Assumption of Lease to GGRP filed January 8, 2010, recorded in Book 11281, Page 776, refiled January 21, 2010, recorded in Book 11288, Page 137; as further amended by the Amendment to Lease dated February 18, 2010, filed April 7, 2011, recorded in Book 11607, Page 197 (collectively, the “Sublease”). 5. The Oklahoma City Lease, the Nichols Hills Lease, the University Regents Lease, and the Sublease may be referred to herein individually and collectively, as the context may require, as the “Lease” or the “Leases”; and the Oklahoma City Property, the Nichols Hills Property, and the University Regents Property, may be referred to collectively, as the “Property”. 6. As of the date hereof, the foregoing constitutes a true and complete description of each Lease and any and all amendments, supplements or other similar modifications thereto. 7. As of the date hereof, each Lease is in full force and effect and has not been modified or amended in any way, except as described above. 8. To the best of the Trust’s knowledge, as of the date hereof, no defaults exist under any Lease nor has any party breached any Lease in any material respect and no facts or circumstances exist which, with the passage of time or the giving of notice or both, would constitute a default or material breach by any party to such Lease. There is no event, act, circumstance or condition constituting an event of force majeure under any Lease. 9. There are no actions pending against the Trust under the bankruptcy or any similar laws of the United States or any state. 10. There are no proceedings pending or, to the Trust’s knowledge, threatened against or affecting the Trust in any court or by or before any court governmental authority or arbitration board or tribunal which could reasonably be expected to have a material adverse effect on the ability of Trust to perform its obligations under any Lease. 11. All payments due under the Leases as of the date hereof have been paid in full. 12. There are no disputes or proceedings between the Trust and GGRP or between the Trust and any lessor under a Lease with respect to the Property. 13. The Trust hereby consents to GGRP’s encumbrance of its sub-leasehold interest in the Property by granting to Mortgagee the mortgage and other interests described in the Mortgage as amended by the Mortgage Amendment and to GGRP’s granting of other CG&R Draft Current date: 06/23/2025 4:48 PM 82877464v2 Page 13 of 17 liens and security interests in or to all or any of GGRP’s furniture, fixtures, equipment or other assets that may now or hereafter be located upon the Property to secure financing, in each case free of any lien or claim of any lessor or arising under the Leases. 14. In the event of any foreclosure, transfer in lieu of foreclosure or other similar action under the Mortgage as amended by the Mortgage Amendment, the Mortgagee or any purchaser at a foreclosure sale shall be deemed a permitted assignee of the rights and obligations of GGRP under the Sublease; and the Trust agrees to recognize Mortgagee or any such purchaser as the lessee under the Sublease. 15. The Trust agrees that Mortgagee shall be entitled to notice (at the address above) of and to have an opportunity to cure any default in the performance of the Sublease that is not cured by GGRP and that Mortgagee shall have a period of time to cure any such default after receipt of such notice that is (a) equal to the period available to GGRP under the terms of the Sublease or (b) equal to thirty (30) days, whichever is longer. The Trust agrees to accept cure of default from GGRP or Mortgagee. In the event that a default is one that cannot reasonably be cured by Mortgagee within the applicable period of time to cure set out herein, then the Trust agrees to extend an additional period of time to Mortgagee in order to cure such default as long as Mortgagee commences to cure such default (it being agreed that if Mortgagee cannot cure the default without recovering possession or securing the appointment of a receiver, its efforts to do so shall be deemed efforts to cure the default), and thereafter diligently and continuously pursues the same; provided that GGRP’s financial obligations under the Lease, including the payment of all rent, are paid within the time period provided herein (including any period for cure of any payment default). The Trust understands and acknowledges that Mortgagee and its successors and assigns are relying on this Certificate in connection with the transactions contemplated by the Mortgage Amendment, and accordingly, that this Certificate binds the Trust and its successors and assigns. ATTEST: OKLAHOMA CITY ZOOLOGICAL TRUST _____________________ _______________________________________ Trust Secretary Chairperson Reviewed for form and legality. _________________________________ Assistant Municipal Counselor CG&R Draft Current date: 06/23/2025 4:48 PM 82877464v2 Page 14 of 17 TO: Chair and Trustees of the Oklahoma City Zoological Trust FROM: Dwight Lawson, Executive Director/CEO DATE: June 25, 2025 SUBJECT: Resolution of the Oklahoma City Zoological Trust re-electing and appointing Carla Holmes to serve a second term on the Board of Directors of Oklahoma Zoological Society, Inc. Background: The Oklahoma Zoological Society, Inc was incorporated in 1954 for the purpose of support from individuals, corporations, foundations, and others for the benefit of the Oklahoma City Zoo and Botanical Garden. The Amended and Restated Bylaws of the Society adopted on August 6, 2020, provide that one Director of the Society’s Board of Directors may be elected by the Trustees of the Trust. On October 26, 2022, the Trust appointed Carla Holmes to serve on the Board of Directors of the Society for a three-year term. The Trust desires to re-elect and appoint Carla Holmes to serve on the Board of Directors of the Oklahoma Zoological Society, Inc. Her second term will begin on July 1, 2025, and end June 30, 2028. Recommendation: Resolution be Approved. Page 15 of 17 RESOLUTION RESOLUTION OF THE OKLAHOMA CITY ZOOLOGICAL TRUST RE- ELECTING AND APPOINTING CARLA HOLMES TO SERVE A SECOND TERM ON THE BOARD OF DIRECTORS OF THE OKLAHOMA ZOOLOGICAL SOCIETY, INC. WHEREAS, Oklahoma Zoological Society, Inc. (“Society”) was incorporated in 1954 for the purpose of stimulating voluntary private support from individuals, corporations, foundations, and others for the benefit of the Oklahoma City Zoo and Botanical Garden (“Zoo”); and WHEREAS, on January 7, 1975, The City of Oklahoma City (“City”) accepted the beneficial interest in the Oklahoma City Zoological Trust (“Trust”) from the Society, as Trustor, and executed an Agreement and Declaration of Trust (as subsequently amended and restated, “Trust Indenture”) to govern the operation of the Trust; and WHEREAS, the Amended and Restated Bylaws (“Bylaws”) of the Society adopted on August 6, 2020, provide, in § 2.2., that one (1) Director of the Society’s Board of Directors may be elected by the Trustees of the Trust; and WHEREAS, on October 26, 2022, the Trust appointed Carla Holmes to serve on the Board of Directors of the Society for a three-year term; and WHEREAS, the Trustees of the Trust desire to re-elect and appoint Carla Holmes, a Professor and Associate Director of Online Graduate Programs at the University of Oklahoma and an accomplished public relations executive, to serve on the Board of Directors of the Society for a second term; and WHEREAS, her second term will begin on July 1, 2025, and end June 30, 2028. NOW, THEREFORE, BE IT RESOLVED that the Trustees of the Oklahoma City Zoological Trust hereby re-elect and appoint Carla Holmes to serve a second term on the Board of Directors of the Oklahoma Zoological Society, Inc. Page 16 of 17 APPROVED by the Trustees of the Oklahoma City Zoological Trust and signed by its Chairperson this day of , 2025. ATTEST: By: Trust Secretary Chairperson REVIEWED for form and legality. Assistant Municipal Counselor Page 17 of 17