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HomeMy WebLinkAboutResolutions 9703 N.C.S. 03/14/1983.,, ~ ~ -_r . ~ :. 9 , Resolution No. 9703 . ]~J. ~. S. of the City of Petaluma, Cali~fornia ~IAR 1 4 )983 . ' J/~ '~,' A. RESOLUTION APPROVING "D.ECLARATION OF TRUST" BETWEEN THE CITY OF PETA-LUMA AND PETALUMA ECUMENICAL PROJEGTS, INC. WHEREAS, the Gity of Petaluma, a municipal California corporation, by ~~ Council Committee and Petaluma Ecumenical Proj'ects, Inc. , a nonprofit public benefit corporation, have had numerous meetings for the purpose of reviewing and approving a document entitled "Declaration of Trust" ; and, W'HEREAS, said documents identifies the City of Petaluma as Trustor, and, Petaluma Ecumenical Projects, Inc. , as Trustee, wherein a charitable trust, enforceable under the laws of the State of California, is created to utilize real property held in trust for the sole pur.pose of providing rental housing facilities ta low and moderate income senior citizens; and, WHEREAS, a copy of the "Declaration of Trust" is attached hereto and made a part hereof as Exhibit A; NOW, THEREFORE, . B'E IT RESOLVED that the City Council hereby approves the document entitled"Declaration of Trust" and acknowledges its approv.al by Petaluma Ecumenical Projects, Inc. Under;the power and authority conferred upon this Council• 6y the Charter of said City. `I -hereliy certify the foregoing R,esolution was introduced and adopted by the ;~'A ' rove 's to Gouncil of the Cit of PetFililuma at a Re ar) (Adjourned . ' fo • Y• ~ S'~ ) ~~P~9~~'). meeting ~.. 14... ..... ' ...... on the .... ..:..th . day of ....._...Ms~1".G~.._.'•-: -~••-•-..,, 19,~,~_, by t ! i: ; following vote: • ~ ~ ~ ~: ~ -• • ---•-•••-- ± ' • ~ . ~ `- City Atto ey v..; . AYES: Balshaw, Battag~la;a, Bond, Cavanagh, Harbers;on,, Perry, Ma..o Mattei - ! ; ~ ~j . NOES: N0112 . ~ ~.~., } `. ; ' ~ ' ~ .. µ ~ " . : -• ~ . s ; . ! .: ; AI3SENT: • : , ' _._ _ _. ~ . None .._ : ; , i ~ ; /,,~ _ ~ ~~. a , , r . . t- , ~ , / . . . , _ . ~/9 ~ .ATTEST: ..... .. ... .. .. :.. ...•-: •- • • • •- •-•• -•••-••••• ? ' ~ ..,.: •••--.... _.._..•-•-•_•••---•• .. ..................•••-• •-••..._.._._...... _ ; _. , City Clerk ~ Mayor Council Fil~G}. _ . _ . .. . Form CA 2 7/81 Res: No "~a~---- --°....__._ .. ~ ' _ , ' . ~ . . . .. .. . ~ . ~.~ I J.li~/ _ ^ : ~ ~ ; ~ " MAR 1 4 19$3 ~ ;~~ , GECLAR~AT.ION OF TRUST Developer, herein called ":Trustor" declares that: l. Identity of Trustor. Trustor is the owner and developer of certain real propert,y located in the City of Petaluma, and .more particularly defined as . . . . . . . . . . . . . . . . . subdivision. Trustor hereby • irrevocably transfers a_nd conveys to Trustee all property described in an inventory attached `hereto as Exhibit "A" together with any other property which may hereafter, be transferred or conve,yed fo an received by the Trustee to be held pursuant to the terms of this instrument, which is hereinafter referred to as the "Trust Estate" and shall be held, administered, and distributed by the Trustee as provided in this Declaration of Trust. Trustor/Developer shall have no control responsibility, authority, or occupy any other position with regard to the administration of the Trust and subsequent to the execution of this document and' oonveyance of said Trust to Trustee, disassociates himself/herself from the Trust Estate completely. Provided, however, that if this T.rust shall fail, or in t'he event- of breach of this Agreement by the Truste'e, or the Trust Estate is no longer used to provide rental housing for low and moderate income senior citizens, title shall automatically vest in the City of Petaluma, a California municipal corporation. 2. Identity of Trustee. Petaluma Ecumenical Pz-ojects, Inc. , a noriprofit Cal'ifornia sorporation, is hereby iden,tif'ied as the Trustee which will hold the 'T:rust .Estate pursuant to the terms of this agreemen;t. The Trust ~state is to be held;, aclministered, :and distributed by the Trustee as provided in this Declaration of Trust. • Pa~e 1 of 6 - ~~~~~~~ ~ COIJNCtl,F1L6 ~ REB. NO. ..•~ d ~'? ~ ~; ~ ~~ ~(~'u~ , ~ . , ~ ., ~. 3. Purpose of Trust: It is acknowledged that this Trust shall ' cornstitute a eharita'ble trust enfor.:cea'ble~ under- .the laws of the State of California.. The ptirpose of t.his 'Prust . is.to utilize all real .property held in trust and/or revenues derived in any ma~nner therefrom, exclusiv,ely for the sole purpose of providing rental h'ousing: facilities. to .low 'and: mod_erate income senior citiz'ens, ` ~ 4. Ad'ditions to Trust. ; Tr.us,tor shall have the ri'ght a't .ari,y 'time to. add other property .acceptable to tYie Trustee to the Trust cr:eated b~y tYiis Deelaration and :such property, when received an.d accepted by the Trustee, shall.. become a part of the Trust Estate .of this trust. _ 5. Powers of Trustee. Trustee 'is authorized to retain. in the T.rust for such t'ime as it may deem advisakble ~any property xeceived. by it .f`rom the Tr:ustor, and to oper.ate at t-he risk of the trust E"state a_n'y property received: :b.y it. fr.om the Trustor, subjeet to restrictions+ he.reinafter set forth. 6. ':Manag;e.ment af Property?., It is anticipated that; as tla'e prirnary objective of this Trust, the T,rustee w.i~ll util-ize all real p"roperty held in trust exclusively for the sole purpose,` of` provi'ding ren,tal housing, -faci'1'ifies to low and moderate income senior citizens~. It is ackno'wledgeii tliat should any real property which ~ is provi,ded in this trus.t be~ ~no longer . used to y provide rental housing. "fo "r lowF and moderate income senior~ eitizens, then: the Trust shall automatical'ly cease. T.itle sh'all thereafter vest 'in the City. . of Petaluma as set forth in, paragraph 1:of this Declarati:on.,. ~. ~ The Trustee ~shall, ~w'ith respec~f; t'o any and all. property whicli may at any time be hel'd by i,t iri tr,ust` p.ursu'ant to th'i:s Declaration, whether sueh property constitutes principal or, accumulated 'iri'come o'f;. ~ any ~ . • P'a~e '2 q:f ~ 6 ~.,.._... _~...,..._. . •'a? , .s,_ ~•i~ae:: • . ~~ ~, ` . . . ~r ~. . .. _ _. , . . . ,.~.sp , ~~.., . . ' ' . : ; , ~ .: ~ ~_.. .. _• ? . ~ - trust provicled for in this . Declarat'ion, h~ave the power and duties, exercisable in the Trustee's discre~tion at any ~time and from time to time on such terms an,cl in su'ch manmer as Trustee may deem aclvisable, to: A. Gonvert, improve., repair, manage; operate and control all real property which ;is' the subject of this Trust, including the authority to sell or encumber property and improvements if fihe Trustee deems so advisable in order to provide.,for and/or further the purpose of this Trust, provided that Trustee shall not be authorized to sell or encumber any property .without the' prior approval of the City Council of the City of Petaluma. B'. Provide' .space for gardens, game rooms and other common amenities upon the site of the Trust Estate housing for the use of the tenants and their guests. C. Lease or rent, for terms within any tru~st provided for in this Declaration a~nd :for the sole purpose of providing low and moderate income senior eitizen housing, any real property and 'improvements which may then or thereafter. be erected on such property. D. Carry insurance of such kinds and in such amounts at the expense .of of tlie trust provided for in this Declaration,as the Trustee may deem advisable; including;, sueh insurance intended to indemnify the Trustees, of the Trust for any and all acts or omissions including those to be thereafter determined as a- mistake, inadvertence or negligence or any other character.ization, other than those acts ,or omissions that are serious and willfu~l, or .grossly negligent in character; and irrcluding such insurance (in an amoun,t determined by the City) necessary to indemnify and hold page 3 of 6 COUNCIL F~--E ~ J~ ~ [4E.^n. NO: / - ~. - ha•rmless the 'Cit,y of Pefaiuma. from all liabili,fy from any aativi.ties condueted under this Trtiist Declaration. ' ' E. Commence or defend at the exp:ense of the trus:t. p,rovided for in this+ Decl'arafion, such litigation wi.t~h, resp.eet• to th'e `Trust or any property :of the 'Trust::Estate as it may deem advisable,, F. Invest or r.einvest the t-ru.st funds in ,such proper:ty ,as the Tru'stee , sel'ects, subject to prior ap.proval by the City Cou•ncil of: 'the City of Petaluma. ~ : - - G, P:ay any assessments o.r other charges levied on. any property lield in trust pursuant to this Declaration. ~ H. Subje,ct bo any lirnitations eYpressly . set ~for:th in, thi.s Declaration.., do all acts, take all such procee_dings, and exer`c.ise all such rights and privile'ges as could be doney taken, or authorized by an absolufe owner of the trust property. . -_ I. Contraets for °ma~terial ~ or services rendered of any k'ind or type may be made with firms or businesses for ~vhich. ~°a .memher or ,board member' of the Trustee is an employ.ee,, owner,. partner, •.:or .sharel~older, provided that the cost. of such . service for material is wit'hin reasonable limits as ~shown by tYie cost of, .similar serviees or material prevailing in the area and the member or boar.d member discloses hi's/'her interest iri th'e matter before the Trustee . acts an~d the member ~or board membe"r. cas;ts . no vote in any" decision by tlie Trustee 'rn such a.matter. 7. The Tru'stee ;sha~ll not ha~ue. the po~ver to borrow money from ;any person, firm or cor.poration for ;any :t`rust purpose withou;t th'e p`rior approval of the City Council of the City of Petaluma. ~ . pa;~e, 4 ,of ,6' __ *_... i \.+~ -- '°'~.~ ..a~-~ ;R.. .. ` - . - _ _ , . .* _ : . _ ~ ~. . ' . 8. The Trustee shall not be authorized to loan or advance its own funds to tke Trust for any trust p:urpose ~vithout the prior approval of the. City Council of the City of Petaluma. 9. Taxes and Expenses of Trust. All property taxes, assessments, fees, charges, and other expenses iricurred by the Trustee in the administratiori or protection of the Trust created by this Declaration, shall be charged to the Trust Estate an'd shall be paid by the Trustee as they become due. Prior to final distribution of the Trust Estate sucli taxes, etc. , shall be paid in full, out of •the principal or out of the income of the Trus"t Estate, in such, manner an,d ~roportions as the .Trustee selects. 10. Res'ignation of 'Trustee. ~The Trustee shall have the right to resign at any. time, and on -such res'zg~nation, the City of Petaluma shall be appoirited- Trustee with~ the. power to appoint ariy subsequent Trustee that it so desires . . 11. 'Compensation of Trustee. The Trustee shall be entitled to compensation for all o.ut of pocket expenses incurrecl in the administration of the Trust . The Trustee shall be entitled to an annual fee for its overall adminisfration of the Trust, which fee shall be negotiated between the City of Petaluma and fhe Trusfee on an annual or other basis as determined by the Cit'y Council of the City of Petaluma. Provided, ~ how.ever_,1 that no fee shall inure to the benefit of any ind'ividual Trustee. 12. .Review of Records. Trustee agrees to fil'e with the City Clerk an annual accounting of all income and expend'itures in administering the Trust in a form and manner in accord with generally accepted accounting methods. Furtlaer `Trustee agrees to make available for inspection to the general public on any nor.mal workday between 10 a. m, and 4 p, m., by prior page 5 of 6 D - ~ CO,JNCIL FILE ,~._..---.- ~ .RE.9. NO.~ _./ ~D~ ~ .. - ~ " •- : . : ' . ~~ .. . ..' .. .. appointment, at the corporate office of fhe Trus:tee, all b,ooks and r.ecords wh'ich in. any way rel'ate to the admiriistration ~of this Trust.. T3. Appli"cab'le .La~v. ~ The Trus;t cr-eated by this D_eclaration `has been accepted `by the Trustee in the State of California, wil'1 be admini's'tere'd ;by the .Trustee~ in California, and the vali~dity, coristruction, and all rig,_hts under this Declaration shall be governed` by the laws of .th!,e- S"tate of Califorriia. - - ~ . 14: Invalidity of Any Provision (S:everability) . Should any grovisions of this Declarafion 'be or become inpalid ` or unenforceable; the r-,ema~in.ing ~•. provisions of tliis Deciarat'ion shall be and continue to. be fully effective;. ~ ' 15. Retention of Management Power,s_. Notwifh°standin~g any otl-ier provisions of' .this Declaration, the -Txustee sYiall have rio power, du,ty, or - responsibility to sel1, exchan-ge:, encumber or to make any dis.p;osition. -of' any asset `of tYie 'Tru'st E'state, w'ithout prior approval of the City ~Council_ of `the . City of Petaluma:. ~ ~ _ ~ , page 6. o:f 6