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HomeMy WebLinkAboutReso 78-1984 RESOLUTION NO. 78-84 CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA A RESOLUTION AUTHORIZING EXECUTION OF A TRUST AGREEMENT WITH ROBERT O. ELLISON BE IT RESOLVED by the City Council of the City of South San Francico that: 1. Approval of Agreement. The Agreement entitled "Trust Agreement" among the City of South San Francisco, Robert Orlo Ellison and the Bank of America National Trust and Savings Association is hereby approved, and a copy of said Agreement is attached hereto as Exhibit "A." 2. Execution of Agreement. The Mayor is hereby authorized to execute said Agreement on behalf of the City, and the City Clerk attest his signature thereto. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a r~gul,r meeting held on the 13th day of June , 1984, by the following vote: AYES: Councilmemhers Mark N. Addiego, Emanuele N. Damonte, Richard A. Haffe.v, .. . Gu~ Nir. oln~Jlns; ,nd Roberta Cerri Teglia · NOES: Nnn~. ABSENT: Nnn~. .,..:,.~,:, ..... ~ ....... ..,: ~ ..... .. · - Oune:i:~:3'-'~' ::' '.:'...'.?~:.~9~,4,,:/,by.. and: between ROBF/~T ORLO ELLISON of · ~ ',.2 . . ~, 4.,.... , ~ATTO~A~,.~TRUS T. ~~AVI~ S .. "Trustee' ":' ~.,;..~?~...,. the .... ':" .. December 15, 1972, Trustor purchased for his "the ~~v~ent ~n~ CiW'°f ~u~ For~s ~t #2'A' SeriesLTO ' ~y..2,~9 6,..~teres~te ~%,.5 ~n~,. ~s. 1556-1540,.~cl~ve, . Trus~ ~,a-'. .ary of hi-s home in Tiburon, ; (c'):..(.~ T~us~or':~Sires to prov&de the Publ&c Agency with an ind~ity~bond for ':the ~urpose of causing the said Public Agency and/or ~he Paying ~gen~ therefore to recognize Trus~or as ~he true'owne~ o~ sa~d bond(s) ~d ~e only per~on lawfully to receiVe pa~entS,:-0f unpaid interest and principal which became , .~_~':.., . ahd~ coupons printedi<~to repl~ which were Stolen from him gnd~<desires the Ban~..to-act~:as..Trustee of<all Pa~ents made in 's obligation-to ~y interest Pr~nc~paI'i:'~n 't_ _ . 'and c0upo~~ at anY*/~im~ SUbseqUent to 'salad. burglary;}/;< :~ .': .. - - . ~ .~);.'The Bank is Paying. Agent for a nm~ber of the public agencies ...... whos&~:~securitieS Were stolen froTM Trustor and is willing, on the COnditions hereinafter set forth, to assist Trus[°r in re~l'aC~h~:hi.~"'st01en bonds and cOupons without the necessity of having., replacement bonds and coupons printed. (~'~) Trustor hereby transfers and assigns to Trustee in trust,';?subject tO the .~tems" and ~conditions and for ~e uses and and which shall become 'payable under the terms thereof subsequent to sai~ burglarY;?~!~ '!~} ~.-'' -' ' · ?.!~i;~iQ(d)".' Trustor'.desi~&~ ~°':aVo~d the expense of having bonds purposes`` hereafterYse' 'forth, all of Trustor's right, title, ~.nd inter~..t'in the beargr bonds an~d'interest coupons of. the' ~ublic "~!.;~i<*'~:!<'."Agenc¥?~'hereinabove "de~cribed, together with the ·right to reCeive any-and" all' amounts which shal_l be paid thereon by said Public ,. Agency on account ~f principal and interest and redemption premium as provided in ~said bond(s) and/or coupon(s). Said bond(s), coupon(s), and other amounts, and all income earned thereon during the duration of the Trust sh~ll constitute the Trust. Estate and shall be held, invested, administered, and . -" 2 disbursed by the~Tr~S~ee'only as hereafter set forth; ~!~i(2) Until four~-.(4 ) 'Years and one (1) month after the date (a),3~.i~the princi bond into this Trust shall have mat ~.~..~ ~. ~.~;' ~.-°r~. (b)/.an lment-of interest paid into this Trust 'ofpremi~ for early shall:~have .... becOme ue.,~ or'. (c)~:~the amoun paid 'into~.~.thiS Trust'.~shall become due, as ~e case may be Trustee shai1 retain, said amount in trust pursuant to the- te~s~here0f;~ as ~t~'~'~ny aforesaid respectiue amount, ~e trust shall be irrevocable and the Trustee shall not deliver said principal, interest, or premi~ to Trustor until ~e expiration of said four (4) years and one (1) month period. The'~parties...~acknowledge that unless the principal of any bond shall be earlier redeemed, the' period of four (4) years and one (1) month from the maturity date of the principal of any bond may occur later than the .expiration of a comparable period following"the date~0ne or more interest 'installments ~y become due. The Trusteed-shall distribute any interest installment (together with all/income therefrom-) to' '%he TruS&or free and clear."~of'~trust foI!0wing expiration of four (4} years and one (1) month from the due date of suc~ installment although that may be an earlier date than four (4) years and one (1) month after' the maturity of the bond. (3) Pending the expiration of four (4) years and one (1) month from (a) the due date of any installment of interest on said bond(s), or (b) the maturity date of any bond,, or (c) the 3 receipt of any amount paid as and for redemption premium, as the ca~'e'.may be, ~he Truste'~e shall 'invest and reinvest all amounts received fro~:'~.{he Pd~!i&~"~g c- en payments}i~on accoUnt.-Of said princ~p~ lot premium in-accordance with. ~ '. ~?,f(~ )"- TheFparties ,ack~,:~ . .)that fr°m'~tim~~ tO.:'time, prior~ "-~': tO"'~e nor~.l""~urity._ or .early' rddcmption' 0f bonds held.in tru~ - . · . ~ '-', ...?~.., ~ ,..._., hereunder,..it":'ma7: b$~po~sible for-." persons who are noe parties this~Agre~en~ to present for pa~ent to ~e Public Agency or its paYin~ agent'interest coupons originally issued on such bond(s). It ..i~v':agreed.-._: ,, ackhowledged that in the eVent the Public Agency and/o~ the payin~.a~ent for the Public h~ency advises the ~rustoe that tho bond{s)'-and/or interest coupons ..becomin~ duo thereon has ,- _ - (have) been presented for payment, and/or in. the event such bond(s) 'and/or interest coupons are presented_ for pa~ent to the Trustee the ~T~ustee shall pay-..to:~the pres~ing '~'~'~:'~f~om the Tr~st' only' ~e amount'S-'required'to satisfy the request', fo= patent. p earned ~hereon. Neither the: Trustee nor PubliC~/~'Agenc'~ :.~h'all be responsible tO inquire into the circumstances whereby a~y .person(s) other than Trustor presenting said coupon(s) or bond(s), may have acquired possession thereof; provided, however, that in event of and prior to such payment, the Trustee shall require such person(s) to ~rovide proof to the Trustee of the true identity and permanent address of said persOn(s). Proof of iden..t, ity. and address shall be that required by the Trustee when following its standard business practices. · The~Trustee shall~'~'immedJ y Trustor of such presentation and. ~.the name and address of the person(s) ;: ..... payment (s)."h~i., (have).~ been made; ~ " ' . -'~' ' ~. ...... "~' ' ""-: ?. ' ':%,L ? · ' S . '...,~,(5.).,.... Trustor;..acknowledges that.by zts term, a b°nd'may be,:"; ,. ~..~..'.,,l.r .,.:.:,, .: .,.-, , .: ,- , ¢~,...:.~.,;, · :,,,,-, .;. ;~. '.:.-..,?.:-, : , ~ :.j ¢¢-,,~, ,. ,, . , .. .... ~.¢t .... ~ ' .~,..' 2; '.?..::..;." ' .. ' '" ', '-". -- - . redeemed and':paz n advance of zts maturity date at %'he Option of, the. Public 'AgenCy. In the event of the early' redemption of a bond, :he Trustee shall hold 'all amounts paid to it on account of ._. Upon .'receipt'of an installment of bond interest and/or : .the princiPal amount of the bond at maturity and/or any amoUnt as and" for a premium in the event of early redemption, the .Trustee shall provide 'the 'Public Agency with a Receipt for -,- Payment, which Receipt shall constitute discharge of the Public Agency,"ef all liability to the TrUstor for t~e payment of said intern's'(';' 'principal-; o~-pEemi~m, as the case may be; ,- ';~;(¢")'~:/ Nothing' in t Tr Sh od s w ivi · his ust aiI be understo a a ng anY~"'~~'% rust° to r;Oe a S dua bec s of T r ver ny amOunt e nd/or oming due hereafter from the Public Agency in the event of ~e Public Agency's failure to perform its obligations to pay interest and/or principal in the' amounts and at the times provided in said bond[s); provided, however, that nothing herein shall be intended as conferring upon Trustor any rights against the Public Agency that Trustor would not have otherwise enjoyed as the bearer of (s) i~ the absence of his loss thereof by theft as referred to hereinabove. I~ is understood and agreed, that the PubI~ic?Agency..,;.s~pay ent!_~to',.the'Trustee of Crest a~d/or pr~n~qipal ~n . the'.: amount S-" and~ a~:th'~::" times provided in said bonds diSC~~ ' 'es ,ponsibilit~' to:Trustor as.t°. pa: crest principal so made. - )' ~tee shall-keep,:~or cause to be kept, proper book:~:;~:~ f .: recor:d~-:' · :'~?. ~nd accoUnt showing all receipts and disbursements,b~:the Trustee pursuant to the te~s of the Trust. Such books shalLbe, available for inspection by the Trustor and the .PUblic AgenCy during all reasonable business hours. Not later"-than March 31 of each year beginning March 31, 1984, and continuing so long as the Trustee shall hold property under and pursuant to the: terms of this Trust, the Trustee shall furnish TrustOr with a .complete statement of receipts and disbursements . 9) Any.-income taxes payable u~n income earned by the T~s~ 1 be-paid by the Trustee and charged against ~e Trust .. {10) The Trustee shall be paid reasonable compensation for its services hereunder ~d shall be reimbursed for all expenditures made by it in order to carry out its duties as Trustee. Said amounts shall be billed by the Trustee to the Trustor semi-annually and promptly paid by Trustor. Any amount distributable to ..the Trustor by Trustee pursuant to this Trust shall.~be subject to a lien in favor of the Trustee for the payment of Trustee fees. ~-... ?~:'{:l'I)"{~It??~iS' ....... ..... :eed~?:ithat"upon the furni~hing .bYT'r'Ust°r of a provisions hereo~,.i the Public Agency shall recognize and does hereb~"'reCogniz'e"t~'~:'TruStee as _the entity entitled to receive all':~'principat, interest-, and premium payable on account of said bond{S) at any:ti~e':~frOm~i'and after May 30, 1982, and the Public Agency agrees to pay~such amounts to Trustee to be held pursuant to this Trust. ~'~ (~i2) The Trust~e~' shall invest and reinvest all amounts paid to it.ilby the Public Agency in federal securities. As used in this TrUst, the term "federal securities" means: ligations-~ of~'~~ the U :d .i herel ter authorized,";.'and those for which the full faith and credi~ of the Uni. ted'~$tates of. /merica are now or hereafter ,e~cl-.i!~:for the' p~ent of principal and interest. ' ' ~:i~:~·(:13) Trust6~i~.~he~eby: a~rees to absolve Trustee. from al.I claims, losses, and damages a~ising out of any default on the part of the Public Agency in the discharge of its obligations under the bond(s). Th~ Trustee shall have no obligation to now or . enforce payment froTM the Public Agency in the event 'of any default by it under the bond(s). (14) In consideration of the compensation to be paid to the Trustee hereunder, the Trustee accepts and agrees to perform the duties and obligations. of the Trustee as provided' in this Trust. .. · Agreement ect to ~the'.terms-and conditions hereof k'.i~'~- · -.i,. Trustee may at any.. time resignl by~.~giving written. stor and. the Public Agency.. U~n 'receiving .such ' Trusto~Sha a' SUcce~or 'Trustee · . . ,." ., F; Provided, 'however, that ~n the event Trustor does not aPp~6~t~ a suCceSs6r Tru~ste& within 20 days from receipt of such notice Of resignation, ~e Public Agency' ~y aP~int a successor Trustee; in the event the Public Agency fails to appoint a successor Trustee .within 30 days following receipt of such notice- of r~signation, the .resigning Trustee may petition the~ appropriate co6-rt having jurisdiction to ap~int a successor Trustee. Any resignation by the TrUstee and ap~intment of a successor shall become effective~ upon acceptance of appoin~ent ~16) The TrUstee shall not be bo~d to recognize 'any. person as ~.:' owner of-.anY.'~.b°nd or coumn or to take any action at the request 0f any sUch person unless the certificate representing sucb~ond or coupon shall be ~eposited with the Trustee. The Trustee-may consult with legal counsel with regard to legal questions, and ~e opinions of such counsel shall be f~ll and complete authority respecting any action taken by the Trustee in good faith in accordance with the terms hereof. The Trustee shall~%be reimbursed for such legal expenses. '' !'i,~(17) The Trustee Shall be entitled to ad,vi~e'of legal -counsel concerning~alI' matters of ~trust and ~'its duties-under this reemen~ The'.~Trustee shall not be :answerable to the Trusto~. for.. : ~,~exerclse of'anY'discretions under this Agreement ¥:~F~.,~.., ~. '. ::...~.~ ~..~.,~ ~.,: .,...,.,,,.. ,. ..,..~,~ .... 73~.~· .- ~.-,-~ .,.,~ ,~,~.%%~,-~ ~. ~ ,. any occurrehce whatever in' connecti~n/wi~h the a~in.a '~ :ion ~'~"f':~'{h~""~ro~'rties and ' ~ .... ~''~'~ ' account~" received by it and~6~~. establisheg.~:~hereUnder, except that the Trustee shall be liable to the. Trustor' for losses and/or d~ages caused by its willful' misco~du~Ct, or' gross negligence. '"':'~"-. ~.'~.~'('18) In cOh'Sideration of the creation of t~is Trust and the . g-..~.'. agreement by the Trustee herein named to accept and perform the duties of Trust-ee hereunder and subject to the covenants and conditions con~~&'a h~r'ein~ the Public Agency consents and authorizes its PaYing Agent to pay to the Trustee all" amounts 1 = e '~-b~ .Public A~enc~ ' ' ,. subse~.~ent to ~ , 1982, on account of principal'..and/or inter~s~'t and/o~'-~redemption'~premium as provided in the. StOlen bond: Coup6n's des'crib~d hereinabove. .- .~' (19) All n~iC~s to be given Under this Trust Agreement shall be given, by mail to the parties entitled thereto at the address set forth below or at such addrress as a party .may provide to the other parties in writing from time to time: .:As to the Trustor: . : ~.~ ~1' ~.~:~ .... .... .~. .:"A~S to the Paying A ent: Robert Orlo Ellison . 4585 Paradise Drive Tiburon, CA 94920 Wi!'i!i:i~'am G. Fleckles, Esq. '520:Tamalpais Drive, Suite 206 Corte Madera, CA 94925 Ba~:°f ~eriCa National Trust and~ Savings Association 555"~ California Street 94104 San Francis co, CA Attention: Trust Depart. ment 9100 City Treasurert City of South San FranCisco 400 Grand Avenue So. San Francisco, CA 94080 'i~;:iii[20) This Agreement shall be construed' and governed in accordance with the laws of the state of California. (21) Any provision of:this Agreement found to he"prohibited ~extent of. such .- ' . -.,-. . ",'" prohibition, and shall ~0t'",invalidate the remainder,of thi~ Agre~ent. ' ~.~ ::- ~ ' ~ ,>':~::.:, "'~?~ ..._ , :.,~.~. .~,. .. .... . , :'~('22) ~his h~re~ent shall be bindin~ upon and inure to the benefit of ~e parties and their respectiTe successors and assigns. (23) This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one ~and the'~ same instrument. . IN"WlTNESS WHEREOF,:}.iT~e:.i,Dar~.ies have executed .and attested this!;:%Trust Ag~eemeh uly authorized represehtatiVes hs of' th~!:...date and/year first' written" above. · '..4,7-~'~ '. '"'~.'"~:"...?,:" ' , "' .'"".~: '" ' ~-- _ ~:,~:~,,_...~..'~ ,.i.,:.-i. i . _ _ ,.'.-'.' ~'...'.'i4. .:'. · ' · .. : ",~~~~,,~' ' · ~..,. '~?....~;:., ,. ~. , -,::: .~,..!.,...~ · . .- . .. . ~ ~ ... ..... · '< .:g,'J6:~.'.t %~ ,.. ' '"", :~':"~ ..... "-,'~'~'", ': : .' ..,'...: - .,: . ,.~.,.~, .,.:~:. ~: ~ . ...... .. ~.: ~ :.. ."~;.~: ~ ~,~".~ ....... .. ~.:. ~. ., .~ .... · . .... ..;.~.~,,:~ ............ ~,~,,~,~,,.~.~.....-,.. ...... ,.. ...... · Robert.,Orlo E].l~son, . . . :~.~,~.~.~.,- , . ~ ?~, -,. ~_, ~ ....... ~ .:-::..~ ..~,-. . -..:: . ...,. ~,.~ ...... ~' ,.,,.. · ?'~.<,.. ! ' .....:... .... , . ."~ .~.~" . ~. .i '. .... . Bank. ~f?~America National. ' Trust' ~'and' i.. SavingS.' Assoc., as Trustee:- · · _ - -- -- VICE PRESIDENT · . .' · -: -- :' .":' :' '-'/'-'~;~i' ',",",;'? .... . , = .t~:;. ~;:,- ,-'~%~. " · · · . . .~.t...'. ~?, . .. · ;., .. . .',%/..,, .~, ~ ..... ~. ,..~ , .....% ,& ...., J~? - ;! - . ...., , .... ·. · . . ..~ ..... ~... , .... ~, ..~ ..; -. ~. -.- --...~v..:' .,." . ....'.,. ~.,¢:Z/': '"'.%~" · .' ' "I ~'..'~".'.! .... :" = Z ~" .' ;' '". ': .. ~'. ~ · . ... . .',~ . .~',~, ,~ .~-,~ · .~ ."%?'~;~ -. · .;-:;~.~ ...= . . ,... ?;%