Seton Medical Center Documentation

SETON MEDICAL CENTER FOUNDATION Balance as of 5/31/15

temp Rochex Lobby/Chapel Fund (Bd. Rest.) $ 2,637 Mother and Infant Wellness

temp EAS New Life Center $341,746 numerous Program temp SFHI William Ray Tobias $111,580 1 1 Nursing Education temp Breast Center $101,277 numerous Capital equipment

Heart Institute research and temp SFHI Research and Education $71,051 numerous education temp General Capital Equipment Fund $2,500 numerous Capital and Equipment temp Infusion Center $382 numerous Needs of Infusion Center temp New Patient Tower $1,394,965 several Capital temp Women and Newborn $551 '162 several Labor/Delivery/Maternity temp SFHVI Capital $218,546 numerous Heart Institute Capital temp Daly City TB Fund $4,364 numerous Tuburculosis temp Clinical Lab & Pathology Ed $4,569 8 4 Education temp MT Liang $20,832 1 1 Clinical Lab Education temp Marie Mahoney $37,222 many Education temp Nuclear Medicine Education $1,321 many Education temp Nursing Education $69,307 numerous Nursing Education temp OB Patient Education $3,035 numerous Patient Education for OB temp Oncology Research $25,730 25 1 Cancer Research temp Pharmacy Education $22,696 8 several Pharmacy Education temp Radiation/ Oncology Education $5,675 9 9 Education

temp Associate Assistance $2,953 numerous Emergency needs of Associates temp Charity - General $6,635 temp Associate Health $6,692

Support health care needs of temp Brisbane Community $208 several residents of Brisbane temp Cardiac Care Unit $1,740 15 4 Related Costs temp Cath Lab Activity Fund $5,460 several Related Costs temp Chapel $7,877 numerous Related Costs temp Clinical Lab General $0 4 4 Lab Equipment temp Community Benefit $3,728 several Community Activities

Plan and Prepare for diaster at temp Diaster Planning & Preparedness $27,600 9 9 SMC

temp Facilities $1,746 28 37 Facility Improvements temp Northern California Diabetes Institute $8,504 several Related Costs temp Obstetrics $38 numerous No documentation found temp Oncology General $269,747 numerous Related Costs temp Outpatient Mental Health $6,438 14 2 Outpatient Mental Health temp Palliative $17,721 1 1 ,Palliative Program temp Poor Box $846 numerous Needs of the poor temp Pulmonary Rehab $26,831 many Related Costs temp Radiology General $26,007 4 4 Equipment and Improvements temp SMC RotaCare $50 numerous Needs of RotaCare Clinic temp Stroke Center $2,144 several Related Costs temp Sub-Acute Center $10,652 numerous Care in Center

Volunteer Fund in Memory of Bonnie Volunteer Activity and temp Graf $11,744 50 several Recognition

Minor Equipment for Discharged temp West Bay Home Health $71,683 505 13 Patients temp Williams Special $9,478 2 1 Lack of Documentation temp SMCC Capital Equip & Renovation $58,700 3 3 Capital .

Repair/Replace Kitchen temp Kitchen Project $6,949 8 8 Equipment at SMCC .

temp Clarice Wagner $237 9 9 Comfort of SMCC Residents '

temp Mammography $28,567 3 1 Equipment and Charity '

temp Disaster Planning $19,080 7 7 Plan and Prepare for and Preparedness Disaster at SMCC

SMCC Renovation and Related 1

temp General Fund $192,012 numerous purposes I

I

temp Physical Therapy $31 numerous Physical Therapy Related Items I

temp SMCC RotaCare $40 numerous Support RotaCare Clinic I

temp CV Research Alliance $1,303 1 1 Alliance for SFHVI '

temp General Fund $752 1 1 SFHVI Research and Education temp Symposia $2,993 1 1 Present Symposia temp ACS/Lily fund $4,103 1 1 SFHVI for Charity temp Seton Foundation Charity $21,983 numerous Charity Care temp Golf Classic $ 130,545.49 temp Nursing Scholarship Fund (Bd. Rest.) $ 38,201.22 Scholarships for Nurses

perm Sargen $25,000 1 1 No Documentation perm Walsh $25,000 1 1 No Documentation perm Toeniskoetter & Breeding $50,000 1 1 SFHVI Research & Education

-------- ,_

perm Zapolanski $10,000 1 1 SFHVI perm Molera Fund $1,961,752 1 1 Care of qualified patients

Expansion of maternal and temp Skirbal $0 1 1 newborn care

Care of poor and needy at perm Harney Endowment $500,000 1 1 Harney Cancer Clinic

___ perm__ Mahoney Endowment ____ ____ $247,8~§_ _ 1 1 E:_ducatio_r1__ __

Total Temp Restricted: Total Permanently Restricted:

$4,022,616 $2,819,607

LAST WIT J. OF WILLIAM RAY TOBIAS. JR.

seton Foundation

t~AR 0 6 2006 ' • 'j< '---I' .. ' . .' .. .,, - . '.' .--. '.· , .... -:.;. ·' ~-"' 't,,·:;)\,L>.· ; .< 't(dtt\y')Ki'rig I, WILLiAM 'RA_ Y. TO BrAS, iR.: -~esi~~~- ~t San Brun~, California, ~eing of sound and.

~:.:t·: t"~.~.f:.~ ~ft. .1.Jn-JJU2': -~.~-~f ;r :_;r"'!Olf~

disposing mind and memory, and not acting under undue influence of any perso!!~ d~ h;~l]~Y ~~~ :~;j "(Jr.~;U!_ .. . _- . .t~!;;~'l~~:~-L ."".·~·~H}f'. ~i:~~;ll ~: .... :-(-j~::.:·~-~i,-/, t.~~-~- :~~:~·ri~~·-u;~:-r r-::t'. :!·~-_t .... :.~.-- ~·-··

and publish and d~lare this to be my WILL.

Effi.ST: I revoke all WILLS and codicils to WILLS that I have previously made. . ·. ·'.--·

- . . . '~ ~ ~- : . . .

S:ECONP: I direct my Executor, hereinafter named, to pay all my enforceable just debts -·.' ;~·(. i:!,' ::·:~ :: ;· '· ·,;-

and funeral expenses as soon after my demise as can lawfully and conveniently be done. \ ., 1-~ ~

IHIRP: I hereby give, devise, and bequeath my entire estate, both real and personal, .·. ,_ ·, '. . \ - :;:, .,-. ." . . . ) 'L .. ·., . . . , .. ;··

_ of whatever kind or character and wherever situated as follows: ' .• ·; f .. '.f . ..

a) Twenty five percent (25%) thereof, to San Francisco State University, for the specific -. . . . .· i-~ :f ; ''. t ; . .

purpose stated below; : ..,:;. .: : :-.. : ~-· ~

b) Twenty five percent (25%) thereof, to University ofCalifo~a,-~!ffi Francisc~ •. f,9r ~; ~!r ~:)'H!}6 1.~~~! ~J::· .. s: t!(: t ~Jr;tu ~ ~~/.- :-:- ~- - ~· · ; (. -s<~ ~ ~J·~- !~T~qt; ~- : r. !~). T • ~ ~; ( ., ~ ~:·.~-:· ·'·.~ • ~-;':. • t•. · "· ~" / -· · ·..:: ... ; • · ~- :- _.._ ~- -.~~- ~-.

the specific purpose stated below; . ;'<': ', /·: '<··/}. _\ \\':~ -·~<, ;_;.,2·:;·;;;·( '!;, ~:'·''; F;'\f;lyf (_~J\{_;:_,,1~! ,:;~;-'· ·;. ';•)c;c::l '~'I'!

c) - Ten percent (10%) thereof, to City College of San Francisco, for the specific purpose

stated below; : -·. -·..: . ~

Note: The above three gifts will be directed ONLY to the Schools of Nursing for

Endowment Scholarship Grants, for students that will be training in either

Cardiology or Cardiovascular fields, or training in the Radiation Oncology

Technology Departments;

d) Ten percent (I 0%) thereof, to Seton Medical Center Hospital, D~y City, California,

for th~ sp\Klific purpose stated below;

e) Ten percent (10%) thereof, to St. Mary's Hospital Medical Center, San Francisco,

Califprhlflt for'the specific purpose stated below;

Note: The above two grants will be directed ONLY to Scholarships for Nursing

Students presently" employed at either hospital, and then working as LVN's or -

:- I

CNA • s, for their further medical education.

Special Note: The above five grants (sub*paragraphs a through e) will be given or

awarded in the names ofthe WJLLIAM RAY TOBIAS JR. and the JACQUELYN

HA WK.INS TOBIAS FOUNDATION.

f) Fivepercent(5%) thereof, to PETER F. PALLARiand JEAN F. PALLARl,jointly,

or to the survivor of them, and if neither of them survive me this gift shall lapse and shall be

distributed to the other residuary beneficiaries according to their respective shares;

g) Five percent (5%) thereof, to MAXINE T. SFERRAZZA and CHARLES F.

SFERRAZZA, jointly, or to the survivor of them, and ifneither of them survive me this gift shall

lapse and shall be distributed to the otherresiduarybeneficiaries according to their respective shares;

h) Five percent (5%) thereof, to RENATA K. WUNSCH and DONALD J. WUNSCH,

jointly, or to the survivor of them, and if neither of them survive me this gift shall lapse and shall·

be distributed to the other residuary beneficiaries according to their re-spective shares;

i) Three percent (3%) thereof, to St. Elizabeth's Episcopal Church, South San

Francisco, California;

j) One percent (1 %) thereof, to my cousin, SUSAN PORTER SELF, and if she fails to

survive me this gift shall lapse and shall be distributed to the other residuary benefipiaries according

to their respective shares;

k) One percent (1 %) thereof, to my goddaughter, CLAIRE CONRA.GAN SCOMA, and

if she fails to survive me this gift shall lapse and shall be distributed to the other residuary

beneficiaries according to their respective shares; and

1) I direct my Executor to locate a suitable beneficiary, preferably a senior citizen's

home or local AARP social club, and distribute to such beneficiary my entire VCR video film

library.

Las\ Will of: William Ray Tooias. Jr.

Page2

FOURTH: I am mindful of and have intentionally omitted RODNEY EDMOND

TOBIAS, and all of my heirs, related or not, who are not specifically mentioned herein, and I hereby

generally and specifically disinherit each and all persons whatsoever claiming to be, or who may

lawfully be determined to be, my heirs-at-law and entitled to my consideration, except such as are

mentioned in this WILL. Should any person, whether claiming to be an heir or not, contest this

WILL, or any provision thereof, I leave that person the swn of ONE DOLLAR {$1.00) and no more,

in lieu of whatever share of my estate such person would have been entitled to and in lieu of any

bequest to that person contained in this WILL.

FIFTH: I hereby nominate DONALD J. WUNSCH, Executor of this, my last WILL,

and if unable or unwilling to serve as Executor, then, in that event, I nominate PETER F. P ALLAR!,

as successor Executor. I request that no bond shall be required of my Executor.

SIXTH: I authorize the Executor absolute discretion to sell, lease, exchange, convey,

transfer, assign, mortgage, pledge, invest, or reinvest the whole or any part of my real or personal

estate.

SEVENTH: I direct my Executor, following my death, to do the following for me:

a) Coordinate all necessary final arrangements with the Chapel of the Highlands in

Millbrae, California. I have completed and signed all necessary paperwork with them. Xerox copies

oftl)is information is at home, in my safe deposit box and with my attorney, Tom Wearing. (Note:

Any previous information with the Neptune Society is now VOID.)

b) I request that my ashes be scattered at home, up on the hill under the trees.

c) If possible, I request that the Vicar of St. Elizabeth's Episcopal Church, South San

Francisco, California, Dr, Lynn E. Bowdish, be present then, and say a couple of prayers for me at

that time. Thank you.

d) Publish a brief notice of my passing, for two days each, in the following newspapers:

Lase wmor. William Ray Tobias, Jr.

Pagel

The San Francisco Chronicle; and 'The Gateway" newspaper of Gig Harbor, Washington.

e) Any of our close remaining fiiends or beneficiaries, as listed in this paragraph, be

extended first to have the opportunity to have now, free and clear, anything in the house, garage,

office or car, for their own use at their homes. Afterwards, any remaining personal property will be

disposed of pursuant to the power in paragraph SIXTH. The persons who may choose such personal

property are as follows:

Donald J. and Renata K. Wunsch; Peter F. and Jean F. Pallari, Charles F. and Maxine

T. Sferrazza; Frank C. and Janet H. Deering; Aileen M. and George K. Hartwick; James G. and

Michelle A. Pallari; Susan P. and Donald A. Self; Claire C. and Vincent Scoma; Richard A.

Hawkins; Cynthia L. Hawkins; and Valerie Hawkins Allen.

f) Following disposition of all remaining personal property in the home, garage, office

and pump house, and when these areas are empty, and prior to sale of our home, the following items

will be done: repainting both inside and outside if required; cleaning of all carpets and drapes;

professional inside cleaning including the office building outside if required. Further, during this

period professional service arrangements shall be made with both a gardener and local pool se~lce

firm, which arrangements will expirewhen the house is sold, in it's best state.

JJJ-~ IN WITNESS WHEREOF, I have hereunto set my hand this 7-.f day of ~ , I

2004, in the City and County of San Francisco, State of California.

On the date written below, WILLIAM RAY TOBIAS, JR. declared to us, the undersigned,

that this instrmnent, consisting of five pages, including the page signed by us as witnesses, was his '

Last Will of: William Ray Tobias, Jr.

Page4

WlLL, and he requested us to act as witnesses to it. He thereupon signed this WJLL in our presence,

, all of us being present at the same time. We now, at his request, in his presence, and in the presence

of each other, subscribe our names as witnesses.

It is our belief that WllLIAM RAY TOBIAS, JR. is of sound mind and memory and is under

no constraint, duress, menace, fraud, or undue influence whatsoever.

We declare under penalty of peljury that the foregoing is true and correct and that this

. cl-. -declaration was executed this .t:Z - day of :J v 1\ e.. 2004, at San Francisco, California.

I

)_~ N -rhom;f$ J; W1 lliztnVJ Residing at: ")..:.-=!- ;3 {?ley-c.«- Sf-.

5et')'l t-'Y"?!YIC;JcO I CA 2'-\-tll 'L

Seton Foundation

MAR 06 2006

Kathy King

las!Willot. William Ray Tobi&s, Jr.

PageS

Thomas V. Wearing Attorney at Law

Katherine A. King, Executive Director Seton Health Services Foundation 1900 Sullivan Avenue Daly City, CA 94015

Re: Tobias Estate

Dear Ms. King:

February 27, 2006

P. 0. Box 1685 Mount Shasta, California 96067

Telephone (530) 938-4289 Facsimile (530) 938-4452

Thank you for your call and your letter. I am enclosing herewith a copy of the last Will of William Ray Tobias. As you can see, Seton Medical Center Hospital is mentioned in the Tobias Will and is provided a bequest for specific purposes. Would you please review the Will, and particularly the two notes which follow paragraph e) on page one, then advise us whether Seton is prepared to accept the gift under these circumstances.

Thank you.

Enclosure cc: Donald J. Wunsch

Very truly yours,

~-

Thomas V. Wearing

Seton Foundation

MAR 06 2006

Kathy King

Thomas V. Wearing Attomey at Law

Katherine A. King, Executive Director Seton Health Services Foundation 1900 Sullivan A venue Daly City, CA 94015

Re: Tobias Estate

Dear Ms. King:

September 21, 2006

P. 0. Box 1685 Mount Shasta, Cal!fomia 96067

Telephone (530) 938-4289 Facsimile (530) 938-4452

As you know we represent Donald J. Wunsch, the Executor of the Estate of William Ray Tobias, Jr. The Superior Court has entered its Order for Final Distribution of the assets belonging to the estate.

The amount to be distributed to your organization at this time is the sum of $118,750.87. I am enclosing herewith a Receipt on Distl'ibution and Agreement Regarding Use of the Bequest. I ask that you obtain the signature of the appropriate official, print that person's name and title, enter the date of signature, then retum the Receipt and Agreement to me in the enclosed return envelope. I am also enclosing herewith a copy of your distribution check. When the Receipt and Agreement has been received in this office the check will be mailed to you.

The funds which are being distributed at this time represent all but a small part of the entire estate. A small amount is being held back for preparation of final tax returns, closing expenses and any unexpected liabilities. You may anticipate a further, very small distribution, probably sometime next year.

1b

Please note that the estate will be filing income tax returns. A form K-1 (similar to a . D W 1099) will then be issued to each beneficiary reflecting the beneficiary's share of taxable (). 1{ income, if any. This will be required to be reported on the beneficiary's 2006 tax returns. -J'

~~

Katherine A. King September 21, 2006 Page 2

If there is any question please do not hesitate to contact me.

Thank you.

Very truly yours,

Enclosures cc: Donald J, Wunsch

Thmnas V. Wearing Attorney at Law

Katherine A. King, Executive Director Seton Health Services Foundation 1900 Sullivan Avenue Daly City, CA 94015

Re: Tobias Estate

Dear Ms. King:

September 27, 2006

P. 0. Box 1685 Mount Shasta, California 96067

Telephone (530) 938-4289 Facsimile (530} 938-4452

OCT o .2 2Cf ,,

•<oil w 1;({~,,,0 I' \\\h.\...~

Thank you for returning the signed Receipt on Distribution. I am enclosing herewith

the Executor's check in the sum of $118, 750.87.

Thank you.

Very truly yours,

1054.

11-36!1210 1029

Eligibility Criteria

William Ray and Jacqueline L. Tobias

Nursing Education Endowment Fund Scholarships for Nursing Students

t.,oot,

• Candidate must be an associate of Seton Medical Center/Seton Medical Center Coastside (citizen ofUnited State)

• Candidate must be working at Seton/Seton Coastside for at least one year (Male or Female) • Recruitment will be conducted internally • Candidate must maintain at least a B average in coursework in the academic Registered

Nursing program of choice

Application Process • Any associate who has been accepted or currently enrolled in an accredited Registered

Nursing program in the Bay Area may apply. • Submit application to Human Resources along with two letters of recommendation (a

professional recommendation and a personal recommendation) and letter of acceptance in Nursing School.

Scholarships • OneHtime scholarship awarded to selected individuals on an annual calendar year basis • Scholarship monies in the amount of $2,500H5,000 to be used for tuition, books, licensing

fees, and state certification exams.

Selection Proces's • There Will be a small panel to review all applications and interview candidates • Panel to include:

o Dr. BatTy Chauser, Chair o Directo1· of Patient Care Services, Linda Hudson o Director of Seton Health Services Foundation, Katherine King o Dh'ector of Clinical Education~ and o Dr. Jay Naraym~, Co-Chah', Clinical Lab, Pathology & Imaging Services

Selection Criteria • Candidates will be evaluated based on need and merit, commitment in nursing, and academic

perfol'mance. • Number of scholarship recipients will be based on the total funds. • Winners will be notified in .writing and acknowledged hospital-wide. • Seton Health Services Foundation will coordinate and disburse the scholarship checks, and

kept in a separate account in the Bank other than Bank of America. '

-~

\

COMPANY<

FIIXNUMBER,

PHONE NUMBER,

RE<

Seton Health Services Foundation SetonMeilli:a.l·Center !Seton 'Medical Centediol:trm& Fax: 550/ !191 "<6098 Phone: 650/991-5464

FACSIMILE TRANSMITTAL SHEET

FROM,

PATE<

TOTAL NO. OF PAGES lNCLUPlNG COVER,

SENDER'S REFERENCE NUMBER<

ID # YOUR REFERENCE NUMBER<

0 URGENT · 0 FOR REVIEW 0 PLEASE COMMENT 0 PLEASE REPLY . 0 PLEASE RECYCLE

NOTES/COMMENTS'

T--+ 15

OONFIDENI'!AU:rYNdnCE: Cot:~n&n.tW ~th~l'.bt:lMed.

:rnoTECTRD H£JJ.ni INFORWm.ON (PHI) i:fpen¢ml. ruul a.en.rltive hlfonnation Jtlfttcd to a p-enon~hcalth taJ.-e. Iti.rbcingfued to you :dter appro~ alllhltrb::idoo 1rom the patient. or under cltrumrtan~ 1la.t-do not~ patie.nt 11.1l\b..m:iDUon. You. the l"Wpknt. ~ nblip.tcd tn maintain it in a nfc, ~. and mn.fidr.ntiilliUllller. }Zedi•clrw•wwithaut addililllllll pa.U=-t £0lli.Cilt o~ ~ pamltu:d. b)" law iJ: prohibited. UMUthorlx:ed rt'dilclo;&nre or .f.tilm"e to maintain confidenti;ility «mld ~1'!riottyau to pe:naltl~:t deKribed in fedmrltuld nate. kw.

JMPOXrAN'TWARNING:Tfilim~UinimldedforihllR!ofthep:monorentftr1n~ithal!du:ued:mdrn..ayconbin.1nfuonmrmthn i5 pri\ikgod aud ronfidt"1.1ti&..lhc diAclorntt: of\\hlchiJ gmoerned bf~ lalf, If you ate-IltJt the-intendedr;::tipic:ut. or~~ Qt"

1lgent rctpOn.dble ro dclhttit to the i.l\teruled redplent. yoU IU'C hen: by wtifkd that IUIJ' dilcl.o;~ure. ~. or d4trlbmkm of thll infonn:atl~ UStrktJyPmhlbl~Ifp:rulaverecdR.ithk~bjem:rr,pkuenotlfythe~hntnedlatclyttJ~cfut'n1:nrnordHt:ruc11onof thete docn:rnentf.

Thomas V. Wearing Attomey at Law

Katherine A. King, Executive Director Seton Health Services Foundation 1900 Sullivan A venue Daly City, CA 94015

Re: Tobias Estate

Dear Ms. King:

September 27, 2006

P. 0. Box 1685 Mount Shasta, Califomia 96067

Telephone (530) 938-4289 Facsimile (530) 938-4452

OCT 0 2 zcrw r~Gthy lana ..,

Thank you for returning the signed Receipt on Distribution. I am enclosing herewith the Executor's check in the sum of $118, 750.87.

Thank you.

Very truly yours,

First National Bank of Northern CA

6600 MISSION ST DALY CITY, CA 94014

DEPOSIT ACCOUNT AGREEMENT AND DISCLOSURE INTRODUCTION. In this Deposit Account Agreement and Disclosure, each and all of the depositors are referred to as ''you" and "your". First National Bank of Northern California is referred to as "we," "our," and "us". This Deposit Account Agreement contains the terms and conditions governing certain of your deposit accounts with us. As used in this document, the term ''Agreement" means this document, the signature card, a rate and fee schedule (which may be in the form of a Rate and Fee Schedule, Time Certificate of Deposit, or Confirmation of TJme Deposit, hereinafter called the "Schedule"), Truth in Sav}ng.s disc/o~ures, a Funds Availability Policy Disclosure, and an Electronic Funds Transfer Agreement and Disclosure, if applicable. Each of you stgnmg th~ stgna~ure card for a deposit account acknowledges receipt of this Agreement, and agrees to the terms set forth In the Agreement, as. amended from t~me to ttme. You agree that we may waive, in our sole discretion, any fee, charge, term, or condition set forth in this Agreement at the ttme ~he !'-ccount t~ opened or subsequent thereto, on a one-time basis or for any period or duration, without changing the terms of the Agreement or your obhgatton to be bound by the Agreement, and we are not obligated to provide similar wafvers In the future or waive our rights to enforce the terms of this Agreement. ---

DEPOSIT ACCOUNTS. From lime to lime. we may olfer or you may open, a variety of deposit accounts. Each such account (the "Account") Is subject to t~e general terms and conditions and any. specific. terms and conditions set forth in this Agreement relating to that type of account. If you open multiple Accounts, you may receive Schedule mformatton for each Account, but this Agreement wlll cover all your Accounts with us. Each of you wlll be liable to us for any debit balances in the Account, including without limitation overdrafts and Account charges, and you jointly and severally promise to pay, upon demand, any-and all such debit balances, all fees and charges, and our reasonable attorneys' fees and costS and eXperises of collection, including but not limited to those incurred aLtr'lai-_and on any appeal. V\lhen you open an Account with us (or change signatories on an existing Account), we are required by federal law to obtain and retain, copies of personal identification and information to postuvely identify each person authorized to sign on the Account. In some instances, further verification of identity may be required.

INTEREST. If .your Account earns Interest, the following information applies: {A) Payment of Interest._ We will pay interest at-the annual rate specified on the Schedule, which does not reflect compounding ('Interest Rate"). The Schedule also sets forth the frequency _of interest-payments, the frequency of any compounding·and crediting, the interest accrual basis, the balance on which interest will be paid, and any minimum balance reguirements. {B) Minimum Balance Requirements. The Schedule may specify a minimum balance that you are required to maintain in yourA9CoUnt. If the minimum balance is nOt·maintained during a :specified period, we, at our option, may not ·pay interest on your Account and/or,may.charge a fee for that period. You should·review,an"y·minimum balance requirements on the Schedule. {C) Initial Interest Rate. The Initial interest rate is the current annual rate of intereSt-thafwe-_Will.pay,on the specified balance in your Account. We may pay interest at different rates, depending on the.amount deposited and the type of depositor (individual, business, non-profit organization, etc.). (D) Interest Compounding and Crediting. The Schedule will indicate the interest compounding and crediting frequency for your Account (If any). Compounding generally means that interest is being accrued on _earned Interest. Interest-may be compounded more frequently than interest Is credited to your Account. (E) Interest Accrual. We-may accrue interest on your Account more frequently than we-pay or credit interest. The interest that has been. calculated, but not paid to the Account, Is called accrued unpaid Interest (F) Changes. wa- have the-right to change the rates and fees in accordance with the terms of the Schedule. We also reserve the right to change any other term of this Agreement at our sole discretion.

FEES AND CHARGES. Subject to applicable law, you agree to pay us the fees and charges shown In the Schedules as are applicable to your Account or for other services performed by us. You agree the fees and charges may be changed by us from time to time and authorize us to charge your account for their payment whether or not each charge results in an overdraft of your account. Existing and future charges may be based upon the overall costs of providing account services and may or may not be based upon the direct cost or expense associated with providing the particular service involved. The charges may be based on consideration of profit, competitive position, deterrence of misuse of account privileges by customers, and the safety and soundness of the financial institution. We will notify you of the changes, to the extent required by law.

BALANCE METHODS. As used in this Agreement, the "average daily balance" method means the application of a periodic rate to the average daily balance in the account for the period, determined by adding the full amount of principal in the account for each day of the period and dividing that figure by the number of days in the period. The "daily balance" method means the application of a dally periodic rate to the full amount of principal in the account each day.

DEPOSIT RULES. The following terms apply to deposits made to your Account: (A) Endorsements. You authorize us to accept transfers, checks, and other items·for deposit to your Account if they are made payable to, or to the order of, any one or more of you, whether or not they are endorsed by you. You authoriz_e _us to __ supply missing endorsements, and you warrant that all endorsements are genuine. All checks and other Items deposited to your Account shou!d_--be- .endoised payable to the order of us for deposit only, followed by your signature and Account number. All endorsements must appear on the back Of the check or other item within the first 1-1/2 Inches from the left side of the item when looking at it from the front. While we may accept non-coriforming endorsements, you will be responsible for any loss Incurred by us due to the delay in processing or returning the item for payment. (B) Final Payment. All non-cash items (for example, checks) deposited to your Account are posted subject to our receipt of final payment by the payor bank. Upon receipt of final-payment, the item becomes a collected item. If final payment is not received nr Jf :::~nv u ............... h-··- __. ___ -" · · · cashed is later charged back to us under;~ d;:~irn of rr.r ... .,..l .... r ,, ___ .u.. _ ____,_ -· -·

Accounts, without prior notice and at a fee we pay or Incur. If an item to be ct or upon any other generally accepted 1 reserve the right to refuse any item fo1 before the close of the banking day m; 11;00 AM or the next banking day. An) a check if it is received after that time elsewhere In this agreement. (D) Dire Security payments or automatic transfe or preauthorized transfer if you wish to any reason, you authorize us to deduct The Funds Availability Policy Disclosure

~~rst ~~,:~~nal fnilli•"''"·•M•I'•'@Ki

YOUR COMMUNITY BANK DEDICATED TO TAKING THE EXTRA STEP

Mail! Of3fice 10 ,03106 010~76 6 I .

DDA Deposit Acctll 1883127 Cash In Checks In Cash Out

so $118,750.87

.00 118,750.87

.00 WITHDRAWAL RULES. Th.e following, your Account in any manner that Is peri

as of the day the transaction is proceSSii---------:-::-:::::=-:::--;:-:-;::;;:-;;;;;;::~;:;"-;,;;-~mUFl{:TIIu~TIU:Nfu~::fi(;N. advance. Withdral"als and transfers fro TO VERIFY THIS TRANSACTION. , - THIS IS YOUR RECEIPT. PLEASE RETAIN ' , Withdrawal Restrictions and Overdra· ' ~

funds in the Account to cover the full an f · ment are shown above. ''"''" debits (such as ch~rges) to your Accoun Transaction number, date and amount o deposlt or pay , MEMBER FDIC

sole discretion. Withdrawals or debits pr

Account Agreement 10/02

TEL-131-9/99

JAN-30-06 08:51 AM JOHN R- WHITESIDES~ EA

775 841 1920 P.01

DE-121 AnOI!tNN {):l: PAATY 'MllWT 41TOFU;O" (N,m.l, Dtt t.. ~. ~ ~t 1ll.f1'tiCWl! MO 'AX~.:

Thomas V. Wearing SBN 067957 P.O. Box 1685 Moun( Shas(a, CA 96067

EST An' OF (1/Am~J):

W1LLIAM RAY TOBIAS, JR.

NonCE OF Ptm'f10N TO ADMINISTER E:STAT'E OF (N•mo): WILLIAM RAY TOBIAS, JR.

530-938-4289 ~30-938-4452

DECEDENT

ENDORSED FILED SAN MATEO COUNTY

NOV 0 1 2005

1144 9 6

1. To on heirs, beneldoM5, crod~olll, contingent crodilors, and pe1110no who m~y othervM<o be intor&ofo><l In tho 1\'i/1 or Mllte, or both, ol (gpealy a# namos by wlticll doeodont w•s Mcwrr): William Ray Tobias, Jr.; William R. Tobias, Jr.; W. R. Tobias, Jr.; William Tobias, Jr.; RJJy Tobias, Jr. Ray Tobias; R. Tobias

2. A ffiiTION FOR PROBATE: 1\ao b<len filed by (nomo olf>'Jblior!orj: DQNALD J. WUNSCH in the! Superior Coull of Collfomia, County of (spocify): SAN MATEO

J THE P81TION FOR f'R08ATe roquM!i tho! (nome): DONALD J. WUNSCH 1'10 6PPQ•ntod •• poroonol !<>pN-Ltt;.,., lo odmin;.tor tho .. toto ollhe ~•nl.

4 [l) TKE PETffiON roquooto 111• d<ta><lon(i will and rodldl8, If any, boo admilled r., probote. The will and ony codk>lo • ., avoll•ble (or exam/notion In 1/lO file kept by lila court,

5. ClJ T11E PETtriON ro<ru05t9 oulholily 1o tdministat lt1q ootata unaor !he lndaponde<~t AdmlniWofion of El!tntes Act. (TNt authority W>il allow 111o pon>Onal rep,_.,ntaiN~ lo take nany adions wtllloul Obtaining oovrt opPro'<lll. &to,. taking t»t1arn VtMy 1mportanti!Ctiono, howovor, lh<! pooonat ropr..oen~ will be rcqufrod to give noticQ to interested person• unleM they hal'<! waiVed noUce or con'<!nt&d to lho P"'PMe<i•clion.) The indopen06nl..,mlnlsif11t/On IW\horily will be granroo unleM •n 'nll!r&SI&d pe,.on fileo an objection lo the P"~ton ond sh<:N/& good caute why lho court 81\oukl not gront IM •ull1only.

6. A KEARING on lllo potmon will be hek:l on

G Dell!· DEC 0 5 20[)l nmo: 9:00a.m. Depl: 14 Rwm.

b. Addre" of C<>Urt: [lJ $11fl1C as noted abOVo 0 othOf (J{I«ify):

) If 'IOU OBJECT to tho gronUng of 1110 poli\oon, you should appear 81 thB l\88nng >tid llol<! your objor;:1Jono or n1e written obj<!®no wrlh tfle cuurt btlh)re fhtJ ht{ltH'Ig. Yavr ilppe.aranco rnay be In peroon or by your attomay,

B. IF Y,OIJ ARE A CREDITOR oro conVngoot ctudhor of~ di>CtluOO, you mOil file your. dolm with tho court and moll a c:opy r., the Pf:rsooal rt¢roll<!n!ativo owolnlod by tO. court within/our mont11a from the dolo of firet ... uonce of"'"""' a a prt>vided rn Prob;Jta COOil><o<:lloll 9100. Tho ~mo fw nl;ng claims wlll no! oxplro bofofB tour months rrom tho hooling dale nctic;:oO aboVII.

9 YDY MAY EXAMINE 111• file kept ~Y tho court. If you ore a pernon rnl<irooiOO In tho ostolo, you moy file wi1ll file cour1o Roquo$1 for Sr>s&l Nolk6 (lorm DE-154) or tho nfing of on invonlory and oppr;alaal or Olrlato ......,!:! or olony p<>btiO<l or occount •• provlclad In Prob!rto Codo ..ctlan 1250 A RfK/uosl for ~I Nollc>J lorm Ia available (ram !ho court der1<.

10. 0 Pofilio<1or CZJ Atlomoy ror potitiooor (Mme): THOMAS V. WEARING (lo.r:kJross). P.O. Box 1685

Mount Sh3Sta, CA 96067

(TfJ!optrono): 530-938-4289 ,_~____.d'--~-v'----c=-~-=,.,------{li!Ot-iATVnE 01' 0 Ft:nJlOiole" ClJ AIT~N FO!'t l'tTrfi.O.to(.;l'l:

lj()H; K ~ -.,. I& f'<'bi'<IJOOl, prior tho aopt;on, t>oQinnh>o wdh ltlv wcrdo NOTICE OF PETITION, •nd do not prlot tn• lnft><maOOn from 1M form abooo"e ~ q.p(!on. Tho ctlf/tiOt'l (Hl(j ~mra nwmo muU be J)(fn1e'd In ol J.aft f}.pcinl t)'~ lind U. tflxt In tJIIeasl7...po.k\1 type, Print the CUi! oumbtr 01 part of 1\'> cop!ioo. Prlnt nom& pro.»l.O by o box Orll( "lho tm ~ ch6c.l<od. Do no! pr1Jll the! ~81/dzod lnafru<IJoo• In """"'""'''"· tho pAt~ roC'> nwnOt<t. ltlt rnDitino lnk>rrna<Jon. "'fhv mot...U.I on ltlo rt!Veo'iO. ·

/~ DE-120

ATIORNEY OR PARTY 'MTHOUT ATIORNEY (Name, Stat" 8a1 oomDer, and addreS!): FOR COURT USE ONLY

THOMAS V. WEARING SBN 067957 ~P.O. Box 1685. .. ' ' • ' . .. ' ; '

M~IJn~ ~ljasta~. C~ ~6067 ... ! 1 1

. ';,

TELE~HoN~ NO.: • 530-938-4289 ' ~J"" (~ '530-938~4452 . ENDORSED FILED E-MN~.AQOR.ESS (O¢ona!J: SAN MATEO rniii\ITY

.f.TIORNEY F9R (Name): DONALD J. WUNSCH SUPERIOR COUR! OF CALIFORNIA, COUNTY OF SAN MATEO AUG 11 2006

STREET ADDRESS: 400 County Center MAJLING ADDRESS:

C:lerk of the Superior court CITY ANDZIPCOOE: Redwood City, CA 94063 Ely L. Perez

BRANCH NAME: DEPUTY CLERK 0 ESTATE OF (Name): D IN THE MATTER OF (Name):

WILLIAM RAY TOBIAS, JR. 0 OECEOENT D TRUST D OTHER

CASE NUMBER:

NOTICE OF HEARING-DECEDENrS ESTATE OR TRUST 114496

This notice Is required by law. This notice does not require you to appear in court, but you may attend the hearing If you wish.

1. NOTICEisgiventhat(name): I)ONALDJ. WUNSCH (representative cap~city, if any): ,Executot; has fi,led (specify):" .. '

FIRS! AND FINAL REPORT OF EXECUTOR; FOR ALLOWANCE OF EXECUTOR'S C0Mt>1ISSION

f~~J?. 1\ 'IT9RNEY;S f,EES, FOR ALLOWANCE OF EXTRAORDINARY EXECUTOR'S . COMMISSION AND EXTRAORDINARY ATTORNEY'S FEES; ANI) FOR FINAL DISTRIBUTION

. ,·;

2. You may refer to the filed documents for more infonnation. (Some documents filed with the coutt are confidential.)

3. A HEARING on the matter will be held as follows:

a. Date: SEP 1 3 2006 Time: 9:00 A.M. Dept: 14 Room:

b. Address of court 0 shown above D is (specify):

Assistive listening systems, computer-assisted real-time captioning, or sign language interpreter services are available upon request if at least 5 days notice is provided. Contact the clert<'s office for Request for Accommodations by Persons With Disabilities and Order (fonn MC-410). (Civil Code section 54.8.)

• Do not use this fonn to give notice of a petition to administer estate (see Prob. Code,§ 8100 and fonn DE-121) or notice of a hearing in a guardianship or conservatorship (see Prob. Code,§§ 1511 and 1822 and fonn GC-020).

p~~ 1 of.2

Form Adopted fot Mandatocy Use Judid.al COu"lcii of Ca/iforrja DE-120 [Rev. Juty 1, 2005]

NOTICE OF HEARING-DECEDENT'S ESTATE OR TRUST (Probate-Decedents' Estates)

Prob3~C000§§661, 1211, 1215, 1216. 1230, 17100

wnw.cowtmlo.ca.gov

American LegatNel. Inc. WNW.USCourtForms.com

June 22, 2011

Memo to:

From:

Re:

Barry Chauser, M.D. Jay Narayan, Ph.D. Ed Flynn

David Disend

William Ray Tobias Jr. and Jacquelyn Hawkins Tobias Foundation Scholarship

Created in2006, with estate gifts from William Tobias totaling $121,789, the scholarship was accepted with these restrictions, as quoted from the will:

"grants will be directed ONLY to Scholarships for Nursing Students presently employed at [the] hospital, and then working as LVN's or CNA's for their further medical education. [The J grants will be given or awarded in the names of the WILLIAM RAY TOBIAS JR. and the JACQUELYN HAWKINS TOBIAS FOUNDATION,,

As ofMay 31, 2011, there is $115,548 in the fund. With $21,257 having been distributed :from the fund, this would indicate that there has been investment income of just over $15,500 added to the account since its inception.

The most recent selection criteria (20 11):

-elaborate on the "presently employed at the hospital" restriction by stating that a candidate must be "working at least 48 hours per pay period (while attending school), annual work perfonnance evaluations completed and no disciplinary issues noted."

-add a restriction that a candidate must be a US citizen.

-add an academic performance criteria of "at least a B average in coursework."

-limit the awards to no more than $5,000.

-establish the awards as reimbursements.

At the meeting on the 21st, interest was expressed to modify the award practices to:

-have a Plan B in case the recipient cannot meet the criteria-so that the donated funds continue to have an impact on lives even if the first chosen recipient cannot fulfill the criteria.

Tobias Scholarship June 22, 2011 Page2 of2

-have more flexibility with the time of award, so that a recipient might use the funds over a longer period of time if her or his need be, perhaps receiving additional funds if the recipient stays in good academic standing.

-have the selection process begin earlier to enable the recipient to have more time to plan.

-consider paying the educational institution directly to aid cash-strapped recipients.

I have taken these suggestions and drafted them into a criteria statement for 2012. I'll look forward to getting your feedback and adapting tbis to make it better.

Attachment

I Seton Medical Center Foundation

William Ray Tobias Jr. and Jacquelyn Hawkins Tobias Foundation Restricted Fund

Scholarship for Nursing Students: 2012 Selection Criteria

Eligibility Criteria • Candidate must be working as an associate in good standing* of Seton Medical

Center/Seton Medical Center Coastside for at least one year prior to the application deadline *Good Standing is defmed as working at least 40 hours per pay period (while attending school), annual work performance evaluations completed and no disciplinary issues noted

• Candidate must be working as a LVN or CNA; must be a citizen of the United States

• Candidate must maintain at least a B average in coursework in the acadernic Registered Nursing program of choice.

Application Process • Any associate who has been accepted to or is currently enrolled in an accredited

Registered Nursing program in the Bay Area may apply. • Submit a completed application packet to the Foundation office no later than

Friday, September 16, 2011. • Application should include the following:

o A personal statement (approximately one page) stating why this scholarsl1ip is important to you, your short and long tmm goals, and how you see your future in nursing linking with the Vincentian Values,

o At least two letters of recommendation (a professional recommendation and a personal recommendation),

o Proof of acceptance to an accredited Nursing School in the Bay Area o A current Nursing School course transcript if applicable.

• Incom]Jiete packets ·will not be considered. • Attend a panel interview prior to the award being granted • Understand there may be commitment asked of the applicant work at Seton

Medical Center for at least 18 months following the award distribution.

Scholarship • An individual may win a Tobias ScholarshiJJ only once. • Scho1arship(s) may be awarded ammally to one or more individuals. • Award in the amount up to $5,000 may be used for tuition, books and fees, and is

potentially renewable ifthe recipient continues l1is or her st11dies, remains employed at Seton, and mah1tains a B average or better.

I • An individual just entering nursing school may receive a scholarship

commitment, subject to meeting the above criteria. T11e distribution of funds will be deferred until the candidate submits documentation showing they have achieved at least a B average in their nursing program coursework.

• If a recipient can demonstrate hardship, arrangements can be made for some or all of the award to be paid directly to the educational institution before the sta1t of classwork.

Selection Process

•

•

I Seton Medical Center Foundation

William Ray Tobias Jr. and Jacquelyn Hawkins Tobias Foundation Restricted Fund

Scholarship for Nursing Students: 2012 Selection Criteria

Eligibility Criteria • Candidate must be working as an associate in good standing* of Seton Medical

Center/Seton Medical Center Coastside for at least one year prior to the application deadline *Good Standing is defmed as working at least 40 hours per pay period (while attending school), annual work performance evaluations completed and no disciplinary issues noted

• Candidate must be working as a LVN or CNA; must be a citizen of the United States

• Candidate must maintain at least a B average in coursework in the academic Registered Nursing program of choice.

Application Process • Any associate who has been accepted to or is currently enrolled in an accredited

Registered Nursing program in the Bay Area may apply. • Submit a completed application packet to the Foundation office no later than

Friday, September 16, 2011. • Application should include the following:

o A personal statement (approximately one page) stating why this scholarship is important to you, your short and long te1m goals, and how you see your future in nursing linking with the Vincentian Values,

o At least two letters of recommendation (a professional recommendation and a personal recommendation),

o Proof of acceptance to an accredited Nursing School in the Bay Area o A current Nursing School course transcript if applicable.

• Incomplete packets will not be considered. • Attend a panel interview prior to the award being granted • Understand there may be commitment asked of the applicant work at Seton

Medical Center for at least 18 months following the award distribution.

Scholarship • An individual may win a Tobias Scholarship only once. • Scholarship(s) may be awarded annually to one or more individuals. • Award in the amount np to $5,000 may be used for tuition, books and fees, and is

potentially renewable if the recipient continues l1is or her studies, remains employed at Seton, and maintains a B average or better.

I • An individual just entering nursing school may receive a scholarship

commitment, subject to meeting the above criteria. Tire distribution of funds will be deferred until the candidate submits documentation showing they have achieved at least a B average in their nursing program coursework.

• If a recipient can demonstrate hardship, anangements can be made for some or all of the award to be paid directly to the educational institution before the stmt of classwork.

Selection Process

• A panel will review all applications and interview candidates prior to making final selection(s). The panel may award none, one or more scholarships in a given year.

• The panel may include individuals representing the following positions (individuals identified for 2011 selectioncycle):

o •. P.!)i.<'f'Nt!I'sJnl{(),ff[c(;,{S,teplt!IJ1i~)\1.ejlt~1~) ... ············· o VicePiesidentoiHumanResources(PaftyWhite) . . .·· o. VicrPresklentofDevelopment,·SelonMedicalCenier Foundation('fBA) b ·• DirectorofNursioigQuality(Ciinical.Educati0n(Joanne KingsbllrY) p ; Vic~Pre.sident()fMission Integratiool (Siste!' WillliamEileen ])tum) [,·.· Memb'er, Se(on·Medical(:enterEoundMioJi.Bom'dofDfrectoo's(Jay

N'~thiyaJt,I'.l•IJ) p •• ·Q!Ii~!'Il!arry<:;haiisei·;MD;)\1arie.Pln!Icr,.RNj

-·{Formatted: Highlight

\ \

'Ahn, tina {SMC)

From: Ward, Carolyn 0. <Morey.Ward@ropesgray.com> Wednesday, July 03, 2013 7:11 PM Sent:

To: Ahn, Tina (SMC) Subject: RE: follow-up; PRIVILEGED AND CONFIDENTIAL/ATTORNEY CUENT PRIVILEGE

Tina: I've had a chance to review the documents you provided and to follow up on your email below. Here's a summary of where ! believe we stand on several of the restricted funds:

1. Harney Endowment: On June 18, we discussed the fact that pursuant to the will of Pauline Harney, Ms. Harney's bequest is not permanently restricted to the endowment so the fun amount In the Harney endowment fund can be spent currently. However, we also discussed the fact that the bequest was restricted for use at the Harney Clinic, which I believe (based on other documents) was probably to provide indigent oncology care. There is no Harney Clinic currently, but you thought there might be a plaque or some other recognition of the Harney Clinic, which perhaps has become part of a hospital department. Even if there's no evidence of a Harney Clinic, it would probably be reasonable for the Foundation's Board to allocate the funds to SMC restricted to care of Indigent oncology patients. Will you let me know if you need a more definitive statement from me about the transfer of the funds?

2. Mahone Endowm and the SMC Investment Income Fund: We have been unable to get a clear answer to e question of how the Mahoney Endowment Earnings and the SMC Investment Income Fund were created and how they are managed and invested. The amount recorded for the Mahoney Endowment Earnings fund has not changed recently, so any earnings on the Mahoney Endowment Earnings (and probably earnings on the Mahoney Endowment as well} are presumably being credited to another fund, perhaps the SMC Investment Income Fund. As we have previously discussed, if the assets in the Mahoney Endowment Earnings and the SMC Investment Earnings Fund (together referred to as the "Earnings Funds") were not ~~appropriated for expenditure" by the Foundatiods board, then UPMIFA provides that the assets in the Earnings Funds attributable to permanently restricted endowment funds (like Mahoney) continue to be treated as permanently restricted and would be subject to the UPMIFA spending limitations outlined in my December io, 2012, memo unless there's a provision in the gift agreement that overrides the UPMIFA provision.

You asked whether it would be possible for the Hospital's board to decide to spend from the Earnings Funds. I do not interpret either CA law or the Foundation's bylaws as giving the Hospital (as the Corporate Member) the right to transfer assets from a fund that belongs to the Foundation without a prior decision by the Foundation's board to do so. In a crisis situation the Hospital could perhaps transfer funds without Foundation approval and then have the Foundation board ratify the action later, but I wouldn't recommend this approach. The Hospital, acting as the Foundation's corporate member, can 1'approve the transfer of funds, by gift or loan, between the [Foundation] and one or more other Affiliates of the Corporate Member and [the Foundation] or to any other person or entity other than In accordance with the System Authority Matrix ... " Thus, once the Foundation's board has decided to transfer funds, the Hospital acting as the Corporate Member, can approve or reject the transfer. This interpretation is consistent with CA corporate fiduciary obligations, which require a corporation's board to be primarily responsible for management of the corporation's assets. The Foundation's bylaws also provide that the Hospital {as the Corporate Member) may 11{e]stablish policy and procedures concerning finance and resources for the [Foundation] .. . 11 This second provision could be Interpreted as stating that the Hospital could establish a policy for the Foundation that provides for the periodic transfer of funds to the Hospital, but I would still recommend that the Foundation approve the transfers in order to ensure that they are in the best Interests ofthe Foundation.

1

)

From my perspective, the only truly safe option for the Earnings Funds is to treat them as permanently restricted and have the Foundation's board authorize annual expenditures/transfers from them that com'p!y with theCA UPMIFA 7% imprudence threshold. The other possibilities are: (1) ask for CA Attorney General/court approval to treat the earnings funds as available for transfer to and immediate expenditure by SMC based on an argument that such action is consistent with the donors' intent that the income on the funds be used to support SMC; or (2) have the Foundation's board decide that the assets In the Earnings Funds can be treated as not subject to any endowment restriction and transferred to SMC without AG/court approval, because the Hospital has a policy (or at least a practice) of moving income earned on endowment funds into a separate account with the intention presumably that it be available for expenditure and because expenditure of the income earned on the endowment funds is consistent with the donors' intent. Both of these options present some risks. I am concerned about asking for AG/court approval to treat the Earnings Funds as completely unrestricted because I think the Hospital's records may be confusing, the Foundation may end up looking like it doesn't understand how to manage permanently restricted assets, and any argument for treating the funds as fully expendable on a current basis may be unpersuasive. I'm also worried about the second alternative, which requires the Foundation's board to take responsibility for a serious matter that could create liability If the AG were to determine that the directors had violated their fiduciary obligations and/or CA UPMIFA in deciding that the Earnings Funds were not restricted and could be transferred. I recommend that we discuss the Earnings Funds with John before taking any action.

3. flmds for SFHdA (Capital Campaign, SFHVI Ascension Health Valuation Reserve, SFHVIInvestment Income and • SFHVI other): My understanding is that SFHVI currently operates as a department of SMC rather than as a

separate entity. Based on the documents you provided with your email below and other Information l dug up, it looks like SFHVJ was never dissolved as a corporate entity or formally merged Into SMC. It still exists as a corporation in the records of theCA Secretary of State, theCA AG's listing of charities, and the IRS Hst of public charities. It does not make filings with any of these entities, and its corporate status has been suspended by the CA Secretary of State. I recommend that we seek AG/court approval to transfer the funds to SMC for appropriate purposes. It's possible that this can or should be done in conjunction with a formal dissolution of SFHVI. Again, this is an issue that we should discuss with John.

4. i: There's an email from David Siebert to Robynn Van Patten dated Dec. 16, 2010, which states that t e Foundation received a response from the donor authorizing the amended use of funds for the Zapolanski Endowment and the Zapolanski Endowment Earnings.

s. Ascension Health Valuation Reserve Funds and "Other" Funds: I'm not aware of any information about how these funds were formed (i.e., board restricted v. donor restricted} but I have no reason to conclude that David Siebert's recommendations from 2010 regarding these funds aren't still valid. In each case, David recommended that, unless SMC or the Foundation was able to locate information about how the funds were formed, the funds should be included on the list to be discussed with the AG.

Please let me know if you have any questions or would like to discuss in more detail. I hope you have a· terrific 41h of July.

Best, Morey

Carolyn 0. {Morey) Ward ROPES & GRAY LLP T +1 202 508 4645 I F +1 202 383 9866 One Metro Center, 700 12th Street, NW, Suite 900 Washington, DC 20005-3948 Morey.Warg@ropesgray.com www .ropesgray.com

Circular 230 Disclosure (R&G): To ensure compliance with Treasury Department regulations, we inform you that any U.S. tax advice contained in this communication (including any attachments) was not intended or written to be used, and

2

October 22, 1986

Mr. J. J. Brandlin Vice President St. Joseph's Hospital 15496 Milldale Drive Los Angeles, CA 90077

Dear Mr. Brandlin:

It is with sincere appreciation that we acknowledge receipt of the $100,000 contribution from the Molera Endowment Fund for care of qualified patients during the fiscal year 1986-87. As in the past, we will advise you in advance of a patient's hospitalization when we wish to utilize Molera funds.

Our Accounting Department has prepared a report on Molera funding for the fiscal year ended August 31, 1986, and will be sending it to you shortly.

Again, thank you for your support.

Sincerely,

J~~ -=>l~~~ Sister Florence Urbine, D.C. Chairman, Board of Directors

SrF:FCH:sf

cc: Mr. Arthur w. Barron

r~Cu~ '----,-----President & Chief Executive Officer

/\ Suhsidi;~ry n!' tvli<>~inn Servio::s Cnrror;Jtion

'•L c -,.tl•,-, ""'I ln·-1•il•d ( J., I f,lff /11"'"1 IJ.n1 ",'-).,, hnu,·i~c·n I f,>,,.-r ln~titut•· • \-V,·~I,••>r // 11 ,_,-,'s I Ji.~''"''' 111•;/ilui<'

\11 ···H '" -',,., .;,-, .. _ h 'l"id<IIH>I! "s,-/, •PI ,\ J,-,/i,-,d ( llfu··· { ·,.,1<'1'' e ;:;,-r. "' lll~liluio' ft>J lll!.'.-Jiodi""'d I J,..,, /,'I'"'''"/

October 21, 1986

Mr. Arthur W. Barron Executive Assistant Franciscan Sisters Health Care Corporation

St. Francis Woods, R.R. 4 Mokena, ILL 60448

Dear Mr. Barron:

This is in reply to your letter asking for our report on Molera funding for the fiscal period ending August 31, 1986.

To date, Joe Brandl in has approved funding for ten patients on whom we have furnished him with full documentation in the total amount of $74,938.07.

The remaining $25,061.53 was ear-marked for Louis Nan and was pending approval by Mr. Brandlin. Recently Mr. Nan's insurance company reconsidered his claim at the insistanc!' of his family. The insurance company rescinded their original denial and paid the claim. Mr. Brandlin has been notified through his secretary of the insurance payment on Mr. Nan's account.

Thank you for your cooperation in this matter. Please contact me at (415) 991-6527 if I can be of further assistance.

Sincerely,

t?t,z.::U. Director Patient Financial Services

EJK:vjd

A Subsidiary of Miuion Services Corporation

St. Cnth~l'iHe Ho•pitn/ On Half Moor~ BAy•!H:m Fmnd$co'HfUirt lnJ.titutr • W..tf'rn HanJerr's Dif~ASII ltufilld••

Miu/on 5f'n>k<'s Fol4Hdatio" • &ton MPdl~! Officii! Crtltl!'t"$ • Si>IOn ltJ&Iitute for lntf'rnatiol1af D!'v..,/opm<'nl

From:

11436

Griffith

Donor-Restricted Funds Lisa Rogowski~~ Director of Financial Reporting

Re:

The FY 87 budget contains $237,782 of restricted charity fund transfers and $205,968 of restricted fund transfers for other operating purposes for the three months ended 9/30/86.

Lisa Shufelt and I reviewed the donor funds at SMC and MSF to identify what funds were available for use. There is more work to be done in this area, however, our research to date indicates the following recommended uses of restricted funds for September:

Charity

$ 6,647 $70,851 $77,498 ========

Other Operating

$44,031 8,014

. $52,045 ========

Source

SMC Molera Endowment earnings to be used for charity MSF charity restricted Dinner Dance $18,018

Carl Gellert 25,000 Celia Gellert 10,000 IPA 17,833

Source

SMC- Harney Oncology Clinic MSF - Harney Oncology Clinic

Ruth Apodaca, Radiation Therapy Manager, indicates that the "Harney Oncology Clinic" refers to the Radiation Therapy department. The Harney family contributed substantial funds for the construction of the Radiation Therapy department. Documentation for the $150,000 given by Mrs. Harney in January, 1986 indicates that the funds wi 11 be used "in support of the vitally important work of the Pauline E. and Charles L. Harney Oncology Clinics at Seton Medical Center." Operating expenses of the Radiation Therapy department as of 9/30/86 are $52,045--I therefore recommend that the Harney Oncology Clinic Funds be transferred to offset those operating expenditures.

There is $122,000 of Harney Endowment fund earnings that can be used for oncology patient charity. The patient accounting office has been notified to identify potential oncology charity for future uses.

r ""~"'·~im~ll]jir~·::,~-"1 ocr 1 51986

li .!

ADMINISTR.£\lt,~t .. j

~- '" • Page Two Oonor-Restructed Funds October 10, 1986

If the retsricted funds are applied in September as outlined, the 9/30/86 actual versus budgeted use of restricted funds will be as follows:

Actua 1 Budget Variance

Charity Offset $237,782 $237,782 -0-

Other Operating 52,045 205,968 (153,923)

$289,827 $443,750 (153,923) ;;;::::::::::::::;;::::;;::;; :;;;;;;::::;;;:::;:::=== :;;:;::;;;;;;;===:;;;

1

Mr. J. J. Brandlin Vice President St. Joseph's Hospital 15496 Milldale Drive Los Angeles, California 90077

Dear Mr. Brandlin:

On behalf of the staff and patients at Seton Medical Center, we would like to thank you very much for your recent letter and check -- we are most appreciative of this support.

Our Accounting Department is in the process of preparing the requisite accounting and will forward this to you in the near future.

Again, thank you for your support. May God continue to bless you and all the work that you do.

Very truly yours,

Sister Florence Urbine, D.C. Chairman Board of Directors

mvg cc: Mr. Arthur W. Barron

Executive Assistant Franciscan Sisters

Health Care Corporation St. Francis Woods, R.R. 4 Mokena, Illinois 60448

Frank C. Hudson President & Chief Executive Officer

A Subsidiary of Mission Services Corporation

St. Cnt/rcrine Hospital On Ifalf Moon Ray~ San Fn:!llci5co Heart fnstituh> • Western Hansen's Disens" Institute

i\~is,io" s,,,.,,;n's f.'nundntiou e SC"icm !vledicnl Offic" c,,,r,rs o S<>ton Institufe! for·Internafiona/ Development

SponsorPd and Operated by the Daughters of Charity of Saint Vincent de Paul

~/

Frorn: Re: ST. JOSEPH'S MJLERA FUND

Enclosed is a check for $100,000 with related correspondence. This check is the 86/87 contribution fran the St. Joseph's Molera Fund. This contribution should be accounted for similar to previous St. Joseph's Mol era contributions.

Please call me if you have any questions.

RSG:pk Enclosure

cc: John Ostrander Sr. Elizabeth Parham

SETON MEDICAL CENTER 1900 Sullivan Avenue, Daly City, CA 94015 (41!i) 991-6464

N2 6838

Date: September 29, 1986

Received From: Molera Endowment Funds $ 100,000.00

For: Seton Medical Center Charity Care

A nonprofit medical center sponsored ond operated by the Daughters of Charity of St. Vincent de Pout. THANK YOU

Fund Account No. 1011_:_200Q_ __

Save for Income T ox purposes

Seton Medical 1900 Sullivan Daly City, CA

Center Avenue

94015

Los Angeles, CA 90077 (213) 477-3961

August 29, 1986

Attention: Mr. Frank C. Hudson, President

Re: Molera Funding

Dear Mr. Hudson:

In line with our practice we are enclosing herewith checks from St. Joseph's Hospital in the amount of $100,000 drawn on the Molera Fund income. The funds are to be used in line with the terms of the Molera Fund and pursuant to the procedural arrangement we have been following during the last year. If you have any questions, please let me know.

Best regards.

Yours very truly,

JJB:jls

Enclosure

cc: A. w. Barron, Jr. Romeo Zavala

* SEI'ON MEDICAL CENIER TO

THE ORDER

OF

ST. JOSEPH"S HOSPITAL

DATE

V•a

OONATION

DETACH AND RETAIN TH!S STATEMENT THE ATTACHED CHECK IS IN PAYMENT OF ITF.:MS DESCRIBED BELOW. IF NOT CORRECT PLEASE NOTII'Y US PROMPTLY. NO RECE':IPT DESIRED

DELUXE • FORM NWC·3 V·2

DESCftiP"TfON

FROM MOLE:RA FUNDS

80-02

0130

$100,000.00

i I '

AMOUNT

June 13, 1986

Mr. Arthur W. Barron Executive Assistant Franciscan Sisters Health Care Corporation

St. Francis Woods, R.R. 4 Mokena, IL 60448

Dear Art:

This is in reply to your letter of June 5 asking for our report on Molera funding for the fiscal period ending August 31, 1986.

Joe Brandlin to date has approved funding for three patients on whom we have furnished him with full documentation in the total amount of $28,107.14.

Additionally, we secured his telephone approval for funding of five patients on whom we have furnished him with the patient profiles but not yet the copies of the final bills. These final bills will be in his hands before the end of June. This total amount, including an estimated maximum bill on one of these patients, is $40,597.29.

The remaining $31,295.57 available to us for the current fiscal year is nearly all earmarked for patients now in our care, and we will expedite the documentation and request for approval of this funding.

If it is satisfactory to you, we would like to send you the full report, together with all pertinent documentation, at the end of June.

.L----__ Fran C. Hudson

ident & ef Executive Officer

Richard s. Griffith Vice President & Chief Financial Offic~r

A subsidiary OllVtission Services Corporation Sponsored and operated by the Daughters of Charity of Sainl Vincent de Paul

From: · · ln//

EDDY J. KUCHAR~ Re: MOLERA FUND

The following accounts were requested for Molera approval on May 15, 1986. (Approved by Mr. Brandl in). Final bills have been submitted:

WILLIAM ENRIGHT GERALD MAHAI PAULINE HOLIFIED

$ 7,559.39 13,669.94 6,877.81

$28,107.14

The following patients will be requested for Molera Fund as soon as final bills are prepared for submission (also approved by Mr. Brandlin):~~A

;;~74-..

EJK:vjd

cc: Nancy Tam Lisa Shufelt

FELIX ARRENDONDO $ 4,305. 71 ~·~ KATHERINE BUCHLEY 2,087.28 p...,.J,-.., HARRY KUNSMAN 18,859.30 ~ ... iJl SYBAL BATTAGLIS 3,345.00 ~ ~ ·~ HUGH BRANTLEY 12,000.00 b; II./.· h~

$40,597.29 ~ :J"_.r <;.!

TOTAL REQUESTED: $ 68,704.43

TOTAL FUNDS AVAILABLE: 100,000.00

FUND BALANCE: $ 31,295.57 ·t/ .4 voreJ. ""' '

~ ::r :i:--<:.l • c •

To:

From:

"\ 1 I •lJ/j

Eddy Kucharski Nancy Tam

Richard S. Griffith ~Jj, Vice President & CFO~

• Date: June 10, 1986

Re: St. Joseph's Hospital/ Molera Endov.ment Funds

Please provide me with the necessary information to support a response.

Nancy, where does this contribution show in the rronthly financial statements?

I would appreciate your response by 3 PM today.

RSG:pk Attachments

-./<.' .: ·. ~.·.

To: RICHARDS. GRIFFITH VICE-PRESIDENT· & CEO

Date: 6/10/86.

F= mA '""'" ~ Re: ·· ST. JOSEPH'S HOSPITAL/. MOLERA ENDOWMENT FUNDS

IN RESPONSE TO THE ATTACHED MEMO, THE ST. JOSEPH'S HOSPITAL CONTRIBUTION FOR THE MOLERA ENDOWMENT FUNDS IN SEPTEMBER, 1985 IS IN THE MISSION SERVICES FOUNDATION RESTRICTED CHARITY CARE FUND BALANCE (SEE ATTACHED MSF RECAPITULATION REPORT FOR 9/85). TO DATE, THE FUNDS HAVE NOT BEEN UTILIZED.

CC: EDDY KUCHARSKI NANCY TAM

u

(

(

• • RECAPITULATION REPORT BREAKDOWN

SEPTEMBER 1985

EXPANSION

Grace O'Hanlon Berkeley Farms Pledge Payment

TOTAL EXPANSION FUND:

MISSION SERVICES FOUNDATION

SETON MEDICAL CENTER UNRESTRICTED: M/M Toich Doelger Charitable Trust Grace Thomas M/M Nicolai 0. Green Eileen Michael M/M ·Bimrose Helen Hauptvogel Healy Endowment Fund Lillian Kopman

CHARITY CARE : Molera Endowment Fund Pilar Francisco

CANCER FUND: Grace O'Hanlon American Cancer Society Pledge Pmt

CRITICAL CARE: Mrs. Frank Blum

EMPLOYEE HEALTH: Dr. Edward Furukawa

HOME CARE/HOSPICE: M/M Simmons Emilio Angeles M/M Cannizzo M/M Winthal Lita Krzyzanowski Eleanor Dodge Marjorie Dewar Rose Jackson

$

$

50.00 100.00

150.00

$ 5.00 45,985.00

10.00 50.00

100.00 25.00 15.00 15.00

1,234.57 5.00

100,000.00 20.00

10.00 1,500.00

10.00

300.00

25.00 50.00 50.00 98.00

112.70 15.00

100.00 20.00

$149,755.27

"'

/5ro. ou

/0 0 c)

3oD. DD

"/?O. --ro

(

(

RECAPITULATION SEPTEMBER 1985

ST. CATHERINE HOSPITAL UNRESTRICTED: Marijue1 Borges

SAN FRANCISCO HEART INSTITUTE . Vlrge1 DaVlS ··· -.

TOTAL MISSION SERVICES FND'N

1Jo tJQ~~~ I 'ild c, -s=cr+ 5h-!T:

'1 lr 1 . ' tf(- o:? J. oo joo. 00

' '1/r '6 /o D17'f'f.ro

<1/w /,2..01.57

<1/q I tc]:J.ou hJ.OO

1'/'1, 7 75· 2.--1 ;oo. oo v:).oO :. "'

$===1=0 0=·=0=0

.$=====2 5=·=0=0

$149,880.27

77ttttL---------~--

llfi, ffifD. ~ 7

•\ I . \ '

I

•

.To:·

From:

. 11436

Griffith John ·ostrander

Frank c. Hudson Re:

June 9;. 1986

Draft Letter to St. Joseph's Hospital

Please collaborate and prepare an immediate response for my signature regarding the attached letter from St. Joseph's Hospital in reference to the Molera Endowment Funds.·

FCH:jt

St. Francis Woods, R. R. 4, Mokena, Illinois 60448

June 5, 1986

Mr. Frank Hudson, President SETON MEDICAL CENTER 1900 Sullivan A venue Daly City, CA 94015

Dear Frank:

RE: ST. JOSEPH'S HOSPITAL, SAN FRANCISCO

(815) 469-4888

Writer's Direct Dial: (815) 469-4820

In September, 1985, St. Joseph's forwarded to you $100,000 of our Molera Endowment Funds. These funds were to be used during the fiscal period ending August 31, 1986 to cover your needy patients who would qualify for Molera funding. You might wish to refer to Joe Brandlin's letter of September 9, 1985 (copy enclosed).

Some time during the last half of July, St. Joseph's Board will be meeting. At that time, I would like to have a report available for them showing your use of the grant. I would suggest the report include information for each patient as outlined in Joe's September 9th letter.

AWB/cmd

ly, . ~--.--:-c~

''/•'-A/~ Barron

Executive Assistant

Three miles south of intersection 45 and 1-80- east on St. Francis Road

.,

May 15, 1986

Mr. J.J. Brandlin Brandlin & McAllister 2220 Tishman Westwood 10960 Wilshire Blvd. Los Angeles, CA 90024

Dear Mr. Brandlin:

Attached are the itemized statements of hospital charges and patient profiles for the following patients.

WILLIAM ENRIGHT GERALD MAHAI PAULINE HOLIFIELD

Thank you for your cooperation.

Sincerely,

Eddy J. Kucharski Director Patient Financial Services (415) 991-6527

EJK:vjd

Attachments

cc: Romero Zavala c/o St. Anne's Maternity Home 155 Occidental Blvd. Los Angeles, CA 90026

$ 7,559.39 13,669.94

6,877.81

To:

From:

I . '

September 16, 1985

Frank C. Hudson Re: Molera Fund/$100,000.00

Please process the attached in accordance with established policy guidelines.

By copy of this memo, I am asking Lee Starcher to prepare a status report on the utilization of the Molera Fund.

Thank you.

FCH:df

cc: Sister Elizabeth Joseph H. Lee Starcher

September 9. 1985

Seton Medical Center 1900 Sullivan Avenue Daly City, CA 94015

Attention: Frank C. Hudson, President

Dear Mr. Hudson:

The Board of Directors of St. Joseph 1 s Hospital has authorized the contribution to Seton Medical Center of $100,000 for its fiscal year September 1, 1985 to August 31, 1986 for Molera qualified patients. Accordingly, I am enclosing herewith St. Joseph's check on the Molera Endowment Fund in the amount.of $100,000. You are authorized to use this for hospital medical care of such patients who qualify for Molera Fund support. As in the past, St. Joseph 1 s Hospital 1 s board will make the final determination as to qualification. We would, therefore, appreciate your continuing to advise us in advance of hospitalization of each patient for whom you request Molera Funds and we shall continue to process your applications in the same way as in the past except the funds will have already been delivered to you subject to the abov~ restrictions. If you have any questionsr please let me know.

Best regards.

JJB:jls

Enclosure

cc: Sister Florence Urbine Chairman of the Board Seton Medical Center

A. W. Barron, Jr.

Yours very truly,

ALLISTER

•

j, __ L'''--

SETON MEDICAL CENTER 1900 Sullivan Avenue, Daly City, CA 94015 (415) 991-6464

Received From: Molera Endowment Funds

For: Seton Medical Center Charity Care

'l'U .dMV VIHr

•

61 2 9 Date: September 16, 1985

$ 100,000.00

Fund Account No._10ll;2000

• • . ·.----,

. ; .

. SETON MEDICAL CENTER . ·,, MEMORANDUivl

Date: September 16, 1985

·········•Fronl.:. . Frank c. Hudson\ Re: Mol era Fund/$100.,000 • ~0

. -. - ,.-,, :_:;:_:~J:~-_.;:::·::·: r··

··':·:·• s}'·:·· ·• > , ( Please process the attached in accordance with established. : <·>' r:•),.:t ....... ; ' ,pplicy guidelines. . . . •.· ..

; /:;; ·:~c~: ;;;;. }c;,)::~~·:i~opy ,of this inemo'; .:f am. askf~g L~~ .. Starcher to p~epar~ ;a ' '(·ii'.'.' status . report on the· utilization of the Moler a Fund. ··

Thank you.

FCH:df

cc: Sister Elizabeth Joseph H. Lee Starcher

• • SETON MEDICAL CENTER. MEMORANDUM

To: Donna Wlodarek Da~: 8 May 1984

From: Lou Coloia Re: Donated Land (Molera)

Neal forwarded to me your memo of 12 March 1984 regarding the Molera donated land. I would appreciate receiving any background information you might have regarding this donation -- date received, terms of donation, etc.

Also, was the donation of this land made separate from monies received via the MOLERA PRINCIPAL FUND and the MOLERA INTEREST FUND referred to in the revised Charity Policy?

Thank you for your assistance.

LSC:djw attachments

cc: Sister Florence Urbine R. Neal Gilbert

/, I : v- ,_. ~-----;( (I 7

(r \\ /•._, ,

) ,' ,_

' I' :.

\)

'

• SETON MEDICAL CENTER

~:r ''· r / r ''rrv } <>t

R. Nea 1 Gil bert Senior Vice President/C.F.O.

From: / Donna Wlodarek ·;JIY~~' Asst. Director of Finance

.RECEIVED MAR l3 1984

R. NEAL GILBERT MEMORANDUM

Date:

Re:

March 12, 1984

Donated Land (Mol era)

In response to your transmittal memo regarding the Molera donated land (see attached copy), no, we do not carry this land on our books. According to previous hospital policy, donated land is not recorded until it is disposed of. Please let me know if you would like this policy changed.

DW/khd

-

• • mary's help hospital nn 1900 sullivan ave., daly city, calif. 94015

telephone (415) 992-4000

January 18, 1983

'IU: Board of Directors

FI0-1: Rex G. Chase, President~ SUBJECr: FRANCISCAN SISTERS OF THE SACRED HEARl'

DISTRIBUI'ICN OF loDLERA FUND PROCEEDS - STATUS REPORI'

Attached for your information is a slJlllllary of the activity of the Fran­ciscan Sisters of the Sacred Heart Molera Fund during 1982.

Twenty accounts have been sutmitted to this fund. These represent 111 patient days and $89,262.

Fund guidelines specify that proceeds should be used for the health care of indigent and worthy individuals. Only patients who are not receiving benefits from government or private insurance will be considered for the Molera program.

Maximum available to Mary's Help is $100,000 per year. The program started operations in February, 1982. A protocol agreement for the dis­tribution of the Molera Fund proceeds is attached for your information.

No patients presented for funding have been rejected.

IGC:mcf

Attachments

FlWCISCIIN SISTERS OF THE SACRI?D HEART K>IERA FUm

Status Report as of Deoeslber 31, 1982

Date of Total Statement Payment Patient Service Charges Fwd'd On Rec'd On

1 • Alice Villa 02/18 - 02/25 $ 5,857.90 03/17 04/23

2. Zoila Magana 03/01 - 03/03 1,165.45 03/17 04/23

3. Delia Verdusco 03/02 - 03/04 2,457.05 03/17 04/23

4. Eloisa Villa 03/03 - 03/05 1,985.15 03/17 04/23

5. Blanca Rebuelta 03/04 - 03/10 4,839.00 03/17 04/23

6. Delfina Lopez 03/16 - 03/21 4,533.95 04/07 08/31

7. Victoria Millan 03/17 - 03/21 3,812.20 04/07 08/31

B. Soory Nairna 03/25 - 03/29 3,860.65 04/07 08/31

9. Clara Santos 03/06 - 03/12 4,830.25 04/21 08/31

10. Servando Abaya 04/16 - 04/30 11,167.58 05/06 08/31

11. Jovita Rebuelta 07/20 - 08/05 14,178.04 08/16 08/31

12. Donald Haratani 08/09 - OB/11 5,698.87 08/16 08/31

13. Felicita Rolan 09/17 - 09/25 5,020.11 10/18 11/08

14. Debra Robinson 10/06 - 10/07 534.77 10/18 11/08

15. Mingo Foster 10/06 - 10/13 4,893.13 10/20 11/08

16. Elsa Overton 10/30 - 11/04 4,092.59 11/08

17. Josef a Hernandez 11/13 - 11/15 2,737.55 12/15

18. I.oneva Rushing 11/18 - 11/22 1,527.59 12/15

19. Rosalinda Puno 11/21 - 11/23 3,073.02 12/15 ,...

20. Jose Rodriguez 11/30 - 12/02 2,797.23 12/15

Total Charges $89,262.08

Remittance To Date $75,034.10

Outstanding Balance $14,227.98

---------------------~~~ ... · .. . :· .. : . . ... ·. ·. :. . . : . :. ·. .··. ', ._: .. ·:._:. ·; :'::· :' . . . :' :. ~: i:-~ ... :·

.. _ ... ··.:· ....... ~.· _: i .'·, '· :._ ....... -~.-.:: __ -.:.:_;: .. ~.>::.:·::. .. ..... . _: ,.:_;,; .:..;·:: ...... ·_,-_ .. _ .. ··_ ... ::_._:._ .. ·.: ,' ::: ':. ·.:-:::: :·::-\<:\' ·:'-:-:-.~::- -~·\·.' :.':':'::: . ._:-:._·,_,·.·:_.-~ ... ·.'· :· ·. . . . . ' .... ". ... . ::;·.-.:::::-:-·.·· :.:.>·->··.'· .. '.·.· ·.·.·

. . · .. · .. ' . . . . ·. . . . · .. · ' .. · :._._·_.·_·. : __ ...... := __ · . .': .: . .'.::~-<:-.·· :;:-:<::.:·_;_';:_:·_: ., ·: ·. ·.· ... . ..... ·.:·: \·\·.: ...... .. ···.· ·.··.: ::,·.:.::-. ;:.::·::·.~.· -::_.:_::::.-·.: ... ·.···:·. ':: \ . . . ·, ., .... :.·.· .. · .. · :'· .. .-.·._· .. ·-.·: ·;.····· .• .·-:,· ..... · ...... .. . . . . . ....... · ... ·.· .. ;:::-·.·, ·····.··.·.·','c:·.·.;: y· ...... " ·:·.::·,.·.- _::. ·-.:. . ··.:··.·:·::··: ':'::.:·:·:.:: .:·· .:·· .. ·:-::·:·::.:-· .:·:":'·.·. ·lli\RY•s ·. iiEi:.P --~• '· ... ·. ·.:, ' .. · __ ·: · ...

P.R:iltXXL RR DISI'RIBJTial CP HlLERA PtHl PRXEEil9 (Effective Felxuaey, 1982)

Consistent with.the philosophy, beliefs and professional health care goals of the Franciscan Sisters of the Sacred Heart and the Daughters of Charity of St. Vincent de Paul, indigent and worthy individuals have a right to needed health care services. Historically, Mary's Help Hospital has been a strong ~vocate and supporter in rendering health care to all patients regardless of their status or financial ability. It is within this framework that this pro­toool is sutmitted to St. Joseph's Hospital of San Francisco which was, for nore than 70 years, SfX)nsored by the Franciscan Sisters of the Sacred Heart. During the period of Franciscan Sisters sponsorship, there was given to St. Joseph's Hospital by the will of Francis M. M::>lera a fund the ino::xne of which is to be used for health care of needy and worthy individuals. All individu­als benefiting fpam this ~am shall meet the requirements as stipulated in the Molera bequest.

-Patients who present themselves for health services at Mary's ""'···' Help Hospital and who identify themselves as worthy and needy and are not receiving benefits fvam Medicare or hospital insur-ance will be considered for the Molera program.

-Personnel of Mary's Help Hospital will investigate the eligibil- ~./ ity of such patients and provide a reoommendation to an Asso-ciate l'ldministrator pronptly. Arrf reconrnendation for approval of a patient for the Molera program must be based upon clear evidence that the patient is indeed worthy, needy and not receiving benefits from Medicare or hospital insurance.

-In the event the Associate Administrator of Mary's Help Hospital 1 • ...-

ooncurs in the reoommendation of approval, the Associate Admin­istrator, or his designee, shall telephone one of the following members for the Management Comni.ttee of St. Joseph Hospital:

Arthur w. Barron J .J. Brandlin

and request that the subject patient be allocated Molera funds for health services. An estimate of the charges will also be provided by Mary's Help Hospital.

--If verbally approved by either of the above representatives of St. Joseph's Hospital, Mary's Help Hospital will pranptly sul::mit a profile of the patient as per Exhibit 1.

-concurrent with the above action;· the patient and/or family shall be advised appropriately in writing by Mary's Help Hospi­tal that payment for the required services is being provided by the I>k>lera Fund. (Exhibit 2).

-uiX>n a:xnpletion of the awroved services, an itemized hospital bill shall be sent to St. Joseph's Hospital and, up:>n a:pproval by its Board of Directors, funds shall ~tly be disbursed to Mary's Help Hospital fran the M:>lera Fund.

Jll

v' ,.

EXHIBIT 1

PATIENT PROFILE FOR MOLERA FUNDING

ST. JOSEPH'S IIOSPITAL c/o J. J. Brandlin

10960 Wilshire Blvd. #2220 Los_Angeles, CA 90024

NAME OF PATIENT=----------------------------------~DATE OF BIRTH: ______ __ ADDRESS=----------------------------------~~~RRIED: ____________________________________ SINGLE: --------------

TELEPHONE: __________________________________ __

NAME AND ADDRESS OF EMPLOYER: NAME AND ADDRESS OF SPOUSE'S EMPLOYER:

IF UNEMPLOYED, GIVE REASONS:

WEEKLY TAKE HOME PAY OF PATIENT AND SPOUSE: --------------------------------WEEKLY TAKE HOME PAY OF PARENTS, IF PATIENT IS A MINOR: -------------------NU~IDER AND RELATIONSHIPS OF OTHER DEPENDENTS:

NAME OF PATIENT'S PRINCIPAL DOCTOR: _______________________ TELEPHONE ______ _

NATURE OF CONDITION REQUIRING HOSPITALIZATION: __________________________ ___

ESTIMATE OF NUMBER OF_ DAYS OF HOSPITALIZATION: __________________________ ___

ESTIMATE OF HOSPITAL EXPENSES: $-----------------------------------------­IS PATIENT QUALIFIED FOR MEDICARE, MEDICAID OR OTHER GOVERNMENTAL PAYMENT OF HOSPITAL BILL? IF SO, WHICH? ______________________________ __

DOES PATIENT HAVE HOSPITAL INSURANCE? ____________________________________ __

DOES PATIENT HAVE ASSETS OF AUT0!10BILE, FURNITURE AND FURNISHINGS, CLOTHING AND OTHER PERSONAL PROPERTY WORTH IN EXCESS OF $5,000? __________ _

IF SO, WHAT? __________ _

1

•

Date·--------------~

Dear. ______________ __

EXHIBIT 2

Mary's Help Hospital 1900 Sullivan Averme Daly City, CA 94015

•

The Franciscan Sisters of the Sacred Heart is a Roman Catholic religious con­gregation of wanen located at St. Francis "I'K:Jod, Route 1, Mokena, Illinois 60445. At the time the Franciscan Sisters sponsored St. Joseph's Hospital of San Francisoo, they received a bequest under the will of Francis M. Molera to be used to provide health care for worthy and needy individuals. we are pleased to inform you that the successors to the Franciscan Sisters of the Sa­cred Heart who serve on the Board of Directors of St. Joseph's Hospital have ar:proved your request for funds to defray the cost of your health services at Mary's Help Hospital.

Very truly yours,

• • SETON MEDICAL CENTER

PROTOCOL FOR DISTRIBUTION OF MOLERA FUND PROCEEDS (Effective February, 1982)

Consistent with the philosophy, beliefs and professional health care goals of the Franciscan Sisters of the Sacred Heart and the Daughters of Charity of St. Vincent de Paul, indigent and worthy individuals have a right to needed health care services. Historically, Seton Medical Center has been a strong advocate and supporter in rendering health care to all patients regard­less of their status or financial ability. It is within this framework that this protocol is submitted to St. Joseph's Hospital of San Francisco which was, for more than 70 years, sponsored by the Franciscan Sisters of the Sacred Heart. During the period of Franciscan Sisters sponsorship, there was given to St. Joseph's Hospital by the will of Francis M. Molera a fund the income of which is to be used for health care of needy and worthy individuals. All individuals benefiting from this program shall meet the requirements as stipulated in the Molera bequest.

Patients who present themselves for health services at Seton Medical Center and who identify themselves as worthy and needy and are not receiv­ing benefits from Medicare or hospital insurance will be considered for the Molera program.

Personnel of Seton Medical Center will investigate the eligibility of such patients and provide a recommendation to an Associate Administrator promptly. Any recommendation for approval of a patient for the Molera program must be based upon clear evidence that the patient is indeed worthy, needy and not receiving benefits from Medicare or hospital insur­ance.

In the event the Associate Administrator of Seton Medical Center concurs in the recommendation of approval, the Associate Administrator, or his/her designee, shall telephone one of the following members for the Management Committee of St. Joseph Hospital:

Arthur W. Barron J. J. Brandlin

and request that the subject patient be allocated Molera funds for health services. An estimate of the charges will also be provided by Seton Medical Center.

• • PROTOCOL FOR DISTRIBUTION OF MOLERA FUND PROCEEDS PAGE 2

If verbally approved by either of the above represen­tatives of St. Joseph's Hospital, Seton Medicai Center will promptly submit a profile of the patient as per Exhibit 1.

Concurrent with the above action, the patient and/or family shall be advised appropriately in writing by Seton Medical Center that payment for the required services is being provided by the Molera Fund. (Exhibit 2.)

Upon completion of the approved services, an item­ized hospital bill shall be sent to St. Joseph's Hospital, and upon approval by its Board of Directors, funds shall promptly be disbursed to Seton Medical Center from the Molera Fund.

' EXHIBIT 2

SETON MEDICAL 1900 Sullivan Daly City, CA

Date ________________________ __

Dear __________________________ _

CENTER Avenue

94015

•

The Franciscan Sisters of the Sacred Heart is a Roman Catholic religious congregation of women located at St. Francis Wood, Route 1, Mokena, Illinois 60445. At the time the Franciscan Sisters sponsored St. Joseph's Hospital of San Francisco, they received a bequest under the will of Francis M. Molera to be used to provide health care for worthy and needy individuals. We are pleased to inform you that the successors to the Franciscan Sisters of the Sacred Heart who serve on the Board of Directors of St. Joseph's Hospital have approved your request for funds to defray the cost of your health services at Seton Medical Center.

Very truly yours,

........................... --.)~ ... ----------~; 1)····/ /1 •

II·····. \ ' . '· .\ ' //~?}6·,·

LAW OFFICES

CARL WILLIAM ANDERSON

CYRUS .J. McMILLAN

HUGH F. CONNOLLY

ANDERSON, McMILLAN & CONNOLLY

Hr. Dave Harrison Hary's Help Hospital 1900 Sullivan Avenue

1450 CHAPIN AVENUE

BURLINGAME, CALIFORNIA 94010

TELEPHONE 348~2588

August 7, 1978

Daly City, California 94015

Dear Dave:

Re: Estate of t1olera __..../

MAILING ADDRESS

P. 0. BOX 471

Please find enclosed a copy of an August 4th letter and attached documentation relative to the 11olera Estate and specifically to the Promissory Note due to the Hospital and secured by a Deed of Trust on the BiE Sur property.

The documentation is detailed and comnlex, and because of the number of parties involved, this matter continues to move at a pace >vhich is less than rapid.

That basic dispute v7ith the debtors was an allegation on their part that they were entitled to be excused from paying one year's interest because of the fact that they had not been able to get a permit to put in a road into the property. Our posi­tion has always been that we never agreed to waivF any interest, but that if they had put the road on the oroperty, we would ac­cept that as a payment in kind, in lieu o·f a· cash payment of one year's interest.

The principal purpose of the agreement from our standpoint was to get an acknowledgment in writing that there were no de­fenses of any kind, and that the note is enforceable according to its tenor.

Because of the history of attempts to develop this property, the hospitals have gone to great lengths to avoid being in a position where thev would have to take back their title. If for any reason the State of California does not complete the acquisi­tion, it would still, in my opinion, not be in the interest of the hospitals to acquire title to this property on a foreclosure. All the information which has come to me over the years is to the effect that the property cannot be developed on any financially sound basis because of the onerous restrictions placed on the development by the State and local government agencies.

Mr. Dave Harrison !:-1ary' s Help Hospital August 7, 1978 Page 2.

The letter requests a return of the signature page to the l1odification Agreement by August J.O. This may not be possi­ble, but at the earliest possible time, I would recommend that the signature page to the Agreement be executed by Sister Florence and her signature requires acknowledgment by a notary public.

I am available to answer any questions which you may have regarding the transaction.

HFC:jb

Enclosures

Yours truly,

H~onnolly

HOGE, FENTON, JONES & APPEL., INC.

ATTORNEYS AT LAW

2801 MONT£Rf;Y-SALINAS HIGHWAY

POST OFFICE BOX 791

. MONTEREY, CALl FORNI;( 93940

373•1241 AREA CODE 408

August 4, 1978

Mr. George M. Carr Mr. Hugh F. Connolly Anderson, McMillan & Connolly Post Office Box 471 Burlingame, California 94010

Carr, Smulyan & Hartman

Mr. Ray E. McDevitt Hanson, Bridgett, Marcus, Milne & Vlahos One Kearny Street San Francisco, California 94108

Re: Molera Estate

Gentlemen:

1620 Russ Building, 235 Montgomery San Francisco, California 94104

Mr. Thomas F. Stack 1611 Borel Place San Mateo, California 94402

The purpose of this letter is to give you a current update on our negotiations with Long and Lerer and to recommend to you a prompt course of action on behalf of the hospitals.

We hold $88,000 in our trust account subject to the terms of the proposed Modification Agreement previously discussed. We cannot release these funds unless and until the hospitals have signed the Modification Agreement and the pending Notice of Default is rescinded.

We also currently hold the Modification Agreement signed by Mr. Long and Mr. Lerer.

We have received signed subordination agreements from both banks which have record interests subordinate to the hospitals, but these agreements are lacking in some required technicalities which prevent them from being recorded. The correction of these techni­calities is underway. However, the lack of formality does not affect the substance of the subordination agreements.

Messrs. Long and Lerer feel that they cannot make the payment which was due on July 18 until the old Notice of Default is rescinded. They feel if they make this payment and then for some reason they cannot correct the technicalities as we have demanded, they would stand to lose the property and would have virtually thrown away the $88,000.

They claim to be using due diligence to complete the formal requirements and promise that as soon as this is done and we rescind the pending Notice of Default they will pay the installment currently due.

We feel that it is essential that the necessary steps be taken to enable us to distribute the $88,000 currently held to the hospitals. We also feel that it is essential that all prior

SAN lUIS OBISPO OFFICE 1043 PACIFIC STREET

SAN lUI& OBISPO, CALIFORNIA 83406

(805) 544•3830

SAN JOSE OFFICE 4 NoRTH SECOND STREET

&AN JOSE, CAI..II"ORNIA ~5113

(408} 287·8501

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disputes which complicate foreclosure be immediately resolved so that any further default by these gentlemen can be remedied without the expense and complication which we are currently undergoing.

In order to distribute the $88,000 presently in hand it will be necessary to immediately sign the Modification Agreement and rescind the pending Notice of Default. once we have signed the Agreement and rescinded the Notice of Default we can then distribute the $88,000 we now hold and file a new Notice of Default which should not be subject to any serious challenge. Since all prior claims of Long and Lerer regarding waiver of payments or deferment of payments will be resolved by the Modification Agreement, it will be difficult for them to develop a serious challenge to a current foreclosure proceeding based on the failure to pay the installment due on July 18, 1978.

In view of this situation, we recommend that the hospitals execute the Modification Agreement and return it to us for recording. Upon recording that Agreement, we will likewise record a rescission of the prior Notice of Default and distribute the $88,000 held in our trust account. Finally, we will inform Mr. Tamraz that unless the July 18 payment is made within five days, we will file a new Notice of Default which will require for reinstatement of the note payment of both the $88,000 due on July 18, 1978 and all of the prior payments deferred under the Modification Agreement.

Our reasons for this recommendation are as follows. If the Agreement is not executed by the hospitals we are faced with the situation as it was in December of last year, in which there are factual disputes subject to conflicting interpretations concerning waivers, prior agreements and the like. Second, the claim has been raised that the Notice of Default filed in December was defective and improperly served. Third, the hospitals are probably not entitled to the $88,000 payment presently held in our trust account if the Modification Agreement is not executed.

By executing the Modification Agreement we eliminate completely any claim of waiver, estoppel or the like based on actions prior to the date of that Agreement. By full per­formance of all of their obligations under that Agreement (i.e., filing the rescission of the prior Notice of Default) the hospitals immediately become entitled to the distribution of the $88,000 held in our trust account. If the December Notice of Default is rescinded, and it is necessary to file a new Notice of Default, the procedure can be monitored by this office to ensure that the Title Company does it properly. Finally, this puts us in a clear position to demand full performance of all current and past obligations, including the default of July 18, 1978. ·

The reason the Modification Agreement has not been signed to date is that we have been awaiting delivery of subordination agreements which can be recorded so that Title Insur­ance and Trust Company will issue an updated policy of title insurance upon recording the Modification Agreement. While we do not have those agreements in recordable form, we do have a subordination agreement signed by the Mitsui Bank and a subordination agreement signed by Ocean State Bank. While these documents do not fully satisfy the Title Company's requirements, they do provide significant substantive protection against any claim by those banks that the Modification Agreement places them in a prior position.

The only other holders of record interests in the property at this time are Mr. Lerer, the De Eston Company and Winnie Muk. Mr. Lerer has of course signed the Agreement itself and thus would be estopped to protest its effect on his subordinate interest. The De Eston Company has been represented to us as being wholly owned by Mr. Long, and thus the risk

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of its not being estopped as well would appear slight. The only other record interest belongs to Winnie Muk, and that interest is so remote that the risk involved again seems minimal. ·

It therefore appears that the hospitals risk very little and can gain a great deal by signing the Modification Agreement and rescinding the pending Notice of Default. We therefore strongly recommend that the Agreement be signed and returned to us promptly along with authority to rescind the current Notice of Default. Once we have the signed Agreements in hand we will:

1. Deliver the Agreements to Long and Lerer;

2. Rescind the Notice of Default;

3. Distribute the $88,000 to the hospitals;

4. Demand immediate payment of the current installment due; and

5. Record a new Notice of Default if the current installment is not received within five days after delivery of the Agreements.

Unless we accomplish the above there is serious risk of loss of entitlement to the $88,000 on hand. If the State abandons its effort to acquire the property, we will, at the very least, have to litigate the rights to the $88,000. Under Proposition 13 and the uncertain public financial situation the State could certainly abandon its efforts to acquire this property.

If this proposal is acceptable to you, and we hope that it is, please obtain the notarized signature of the hospital which you represent on the separate signature page which is enclosed with this letter, and return it to me as soon as possible. If this approach is to be really successful, we need to record the Modification Agreement by August 10, 1978 if at all possible, so your prompt response will be appreciated.

I have also enclosed a copy of the agreement executed by Mr. Lerer and Mr. Long for your files.

NMK/lb Enclosures

AGREEMENT

This agreement is made and entered into on the day and year hereinafter set forth by and between PHIL LONG, a single man, and HARVEY LERER, a .married man, ("Obligors") and MARY'S IIELP HOSPITAL, THE GARDEN HOSPITAL, ST. JOSEPH'S HOSPITAL and ST. MARY'S HOSPITAL ("Beneficiaries").

This agreement is made with reference to the following facts:

A. On the 19th day of July, 1972 Obligors executed a Promissory Note , in the principal amount of $1,100,000.00 in favor of JOHN E. TROXEL as Executor of the

Will and Condicil thereof of FRANCES M. MOLERA, deceased, together with a Deed of Trust in favor of said JOHN E. TROXEL for the purpose of securing the payment of the indebtedness evidenced by said promissory note and other obligations as set forth in the Deed of Trust, which Deed of Trust was recorded ns Instrument No. G 25648 on July 19, 1972 in Reel 785, Page G36 of Official Records of the County Recorder's Office of Monterey County, California, which Note and Deed of Trust are hereby incorporated herein by reference as though fully set forth.

B. On August 8, 1972 JOHN E. TROXEL, as Executor of the Will and Codicil of FRANCES M. MOLERA, deceased, assig·ned all beneficial interest in the Deed of Trust together with the Note therein described to Beneficiaries, by a document entitled Assignment of Deed of Trust and recorded ns Instrument Number G 28416 on August 9, 1972 in Reel 789, Page 1089 of Official Records of the County Recorder's Office of Monterey County, California, which Assignment of Deed of Trust is hereby incorporated herein by reference as though fully set forth.

C. On the 19th day of December, 1974, Obligors and Beneficiaries executed an amendment to tl1e Promissory Note hereinbefore described and an amend­ment to the Deed of Trust hereinbefore described, which amendments are hereby in­corporated herein by reference as though fully set forth. The Promissory Note described above together with the assignment thereof and amendment thereto is hereinafter referred to as "the Promissory Note". The Deed of Trust described above together with the assignment thereof and amendment thereto is hereinafter referred to as "the Deed of T1·ust". A true and correct copy of the Promissory Note is attached hereto as Exhibit "A" and incorporated herein by reference as though fully set forth.

D. There is now past due and owing under the terms of the Promissory Note one year's interest payment in the sum of of $85,250.00 which was due on July 19, 1975 together with interest thereon since the date the payment was due at the rate of 8% per annum, one year's interest payment in the sum of $85,250.00 which was due on July~l9, 1976 together with interest thereon since the date the payment was due at the rate of 8% per annum, and one year's interest payment in the sum of $88,000.00 which was due on July 19, 1977 together with interest thereon since the date the payment was due at the rate of 8% per annum. There is further past due and owing the sum of $35,774.36 together with interest and penalties thereon since September 30, 1977 as qelinquenl taxes, interest and penalties due to the' l\lonterey County Tax Collector for the 1975-1976 and 1976-1977 fiscal years. The existence of each of said obligations constitutes a default under the terms of the Deed of Trust.

E. By n::usvn of said dcfuult, Beneficiaries c>iuseo LO be recorded on December 28, 1977 in the Office of the County Recorder of the County of Monterey a Notice of Default and Election to Sell under Deed of Trust with reference to the nroo-

that thel'e is not now nor has there ever been any waiver or deferral on tile part of any Beneficiary or all of tlwm or any agent of any or all such Beneficiaries of any payment due under the terms of the Promissory Note specifically including but not limited to the interest payment due on July 19, 1975 and the interest payment due on July 19, 1976, and in further consideration of the agreements hereinafter set forth, the [)Urties hereby agree as follows:

1. Obligors shall deliver to Beneficiaries together with this executed agree-ment a check for $88,000.00 drawn on the trust account of the law firm of JOEL TAMRAZ, and payable to the trust account of the law firm of HOGE, FENTON, JONES & APPEL, INC. The amount shall be []Uid to the Beneficiaries, us their interests may appear, upon com[Jletion of the execution of this agreement and rescission of the Notice of Default as hereinafter provided. The amount shall be credited to the obligation under the Promissory Note and Deed of Trust as follows:

$42,000.00 in partial payment of the interest payment due on July 19, 1975 together with the interest due thereon, which payment shall be first applied to the accumulated interest and then to the interest payment due on July 19, 1975.

$42,000.00 in partial payment of the interest payment due on July 19, 1976 together with the interest due thereon, which payment sh9Jl be first applied to the accumulated interest and then to the interest payment due on July 19, 1976.

$4,000.00 as reimbursement to the Beneficiaries for expenses incurred in connection with the Notice of Default.

2. linrnediately upon execution of this agreement and payment of the amount described in Paragraph 1 tiJC Beneficiaries shall cause to be recorded sucil documents as are necessary to fully rescind tile Notice of Default and Election to Sell under Deed of Trust filed on December 28, 1977 in the Office of the RecoJ·der of the County of Monterey. Tile Beneficiaries jointly and severally agree that no future Notice of Default and election to sell under tile Deed of Trust will be filed solely by reason of the failure of Obligors to pay the l'emaining balance due on the July 19, 1975 interest payment togetl1cr with interest accruing thereon, the remaining balance due on the July 19, 1976 interest payment togetiler with interest accruing thereon, the interest payment due on July 19, 1977 together with interest accruing thereon, or tile real property taxes due to the County of Monterey for the 1975-1976 and 1976-1977 fiscal years unless and until any one or more of the following events occurs:

A. There is any default under the Promissory Note or the Deed of Trust or both from and after the date hereof.

~

B. The real property taxes due to tile County of Monte1•ey for the 1975-1976 and 1976-1977 fiscal year remain unpaid on the date which is one year prior to the date on which the property described in the Deed of Trust or any portion thereof may be sold for nonpayment of said taxes.

C. All or any portion of the property described in the Deed of Trust is sold or otherwise transferred in any manner w!1atsoever to any person, firm or cor[lor­ation other than Obligors.

D. The total amount due to Beneficiaries under tlw terms of the Promissory Note, including but not limited to the partial payments due on account of the July 19, 1975 and July 19·, l.\176 interest payment and tile oavmrnt rl"n An AA--· • -

July Hl, 1977 intPrP"t rHlH>Y>,..,.~'- ! .. -' ,.

erty dcscl'ibcd in the Deed of Trust to the State of California or any agency or repre-sentative thereof, the entire amount then due and owing under the terms of the promis- · '· sory note shall be paid to the Beneficiaries prior to the completion of said sale and the recording of any deed as a result thereof.

4. This agreement shall be recorded in the Office of the Recorder of tlJC County of Monterey. This agreement, together with the Promissory Note and tlw D.ced of Trust constitutes the entire agreement between the parties pertaining to the subject matters contained in said documents, and supersedes any and all other agreements, representations and understandings of the parties. No supplement, modification or amendment of this agreement shall be binding unless executed in writing by all the parties.

5. No waiver of any of the provisions of this agreement shall be deemed or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waive!' constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

6. This agreement may be executed simultaneously in one or more counter-parts, each of which slJall be deemed an original, but all of which together will constitute one and tile same instrument.

7. Time is of tl!e essence of each provision of this agreement.

8. This agreement sl1all be binding on and inure to the benefit of the parties hereto and their heirs, successors and assigns.

9. This agreement shall be construed and interpreted in accordance with the laws of the State of California.

10. All of the provisions of this agreement, w!1etller covenants or conditions, shall be deemed to be botl1 covenants and conditions.

11. The definitions contained in tl1is agreement sl1all be used to interpret tllis agreement.

12. lf any legal action or proceeding is brougl1t for the enforcement of this agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this agreement, tlw successful or prevailing party or parties to said action or proceeding shall be entitled to recover from the losillg party or parties reasonable attomcy's fees and other costs incurred in that action or proceeding, in addition to any otlwr relief to which it or they may be entitled.

IN WITNESS WHEB.EOF tile parties hereto have execJ~iCJllifs:iij; the day a<Jd year hereinafter written.

OBLIGORS:

COUNTY OF'-"-"""'~!QO.~~,_.­

On this~ay of , 1978 before me, a Notary Public, State of California, duly commissioned and sw 1, personally appeared HARVEY LERER known to me to be the person whose name i subscribed to the within instrument and acknowledged to me that he executed the same.

IN WITNESS WHEREOF 1 l11;ve hereunto set my hand and and year in tl1is certificate first above written.

·····4············*··········· 1> .,_., __ , O:Ci"!CIAL S=:AL :

: ./ ., ,·/;\ SUE BJ\NiiS ! : ~d;r:::_:;~.j~f. NOTAn't Pt:•:uc c.:..:._iFORNJA + _l \)~ ·~·-·: •~\·1.1; PIW-:C!F',l on:;c;E !N :

! "'J:::,-:_:_;f,/ LOG PJI::>ZLF...S COUNTY + • i~i; Ccmml:;•;,ion Expires April 2/, Li30 :

=~··~~~······~-········~·······

BENEFICIARIES

MARY'S HELP HOSPITAL

By _________________________ __

STATE OF CALIFORNIA ) ) ss.

COUNTY OF ------------ )

On this day of , 1978 before me, a Notary Public, State of California, duly commissioned and sworn, personally arpeared known to rne to be the of the COl'poration that executed the witllin Instrument, known to me to be the person whose name is subscribed to tl1e within instru­ment and acknowledged to me t11at such corpotation executed the within Instrument pursuant to its bylaws or a resolution of its board of directors.

STATE OF CALIFORNIA ) ) ss.

COUNTY OF )

BENEFICIARIES (Continued)

THE GARDEN HOSPITAL-JERD SULLIVAN REHABILITATION CENTEH

By ______________________ ___

On this day of , 1978 before me, a Notal'y Public, State of California, duly commissioned and sworn, personally appeared known to me to be the of the corporation that executed the within Instrument, Jmown to me to be the pel'son whose name is subscribed to the within Instrument and acknowledged to me that such corporation executed the within Instrument pursuant to its bylaws or a resolution of its board of directors.

IN WITNESS W!IEREOF I have hereunto set my hand and affixed my official seal the day and yeal' in this certificate first above written.

Notary Public, State of California

ST. JOSEPH'S HOSPITAL

By ________________________ _

STATE OF CALIFORNIA ) ) ss.

COUNTYOF )

On this day of , 1978 before me, a Notary Public, State of California, duly commissioned and sworn, personally appeared known to rrre to be the of the corporation that executed the within Instr·umcnt, known to me to be the person whose name is subscribed to the within Instruincnt and acknowledged to me that such co,·poration executed the within Instrument pursuant to its bylaws or a resolution of its boal'd of directors.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

to:

from:

(I mary's help

inter-office

C. Batchelder

D. G. Harri~

hospital

memo

' ' ./

date: August17, 1976

re: Molera Estate

Attached is a check from John E. Troxel in the amount of $7.500 covering· a distribution on the Molera Estate. The distribution of this check is $4,060.02 from the capital account which would be deposited to the Endow­ment Fund, and $3,439.98 income from the Estate which would be deposited in the Molera Charity Fund under Restricted Donations. I am attaching a copy of my reconciliation supporting these figures and you will note that included therein is a correction of previous deposits addressed in my memo of August 12th, 1975.

As a reminder, the deposit to the .Endowment Fund will also reflect as a credit to the receivable from the Molera Estate indicating a payment against the amounts due the hospital. ·

DGH/mcg

ENCLOSURE:

~ cc:::- Sr. Florence

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JoHN E. TROXEt.:. ATfORNEY AT LAW

CLIENT'S FUNDS ACCOUNT 465 CALIFORNIA STREET. SUITE 240 SAN FRANCISCO, CALIFORNIA 94104

VVELLS FARGO BANK. ••• GAI..IF~RNlA STl'IEET OFFICE . ""-TIO-\........,CIATION

SAN FR"'NCtSCO. CAt..!FORNL-' 9•10•

_. ... ~-,,.., •• , .. " B

No. 1117

JOHN E DUFF ATTORNEY AT LAW

~9:3 l!ol.A.RXET STREET

SAN FRA...""iClSCO, CALII-'ORNIA 94105

March 31, 1969

Sister Teresa, Administrator Mary's Help Hospital 1900 Sullivan Avenue Daly City, California 94015

Re: Estate of Frances M. Molera

Dear Sister Teresa:

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li82-3013

ARE:" COOt: ... I!!

Enclosed, pursuant to your request, is a copy of Miss Molera's will dated September 18, 1964 and a copy of the codicil thereto dated June 29, 1965. .

Probate proceedings are now pending in the Superior Court, San Francisco, Case No. 186019. Mr. John E. Troxel of 310 Sansome Street, San Francisco, is acting as the Executor.

Miss Molera, under Paragraph Thirteenth as amended in the codicil, in effect left the residue of her estate as follows:

The Garden Hospital Mary's Help Hospital St. Mary's Hospital St. Joseph's Home and Hospital

subject to the restriction which reads as follows:

1/4 1/4 1/4 1/4

"The said bequests and devises are to be added to the endowment funds of the said respective hospitals, the net income therefrom to be used for the following .pur­poses: ( 1) the provision for the needy a.nd worthy patients at the respective hospitals covered by Medicare, who may require special nursing care and other treatment over and above that provided by Medicare or hospital insurance; (2) the augmentation of the salaries and stipends of the. resi­.dent physicians, internes and nurses in training employed in the said hospitals; and (3) the assistance of other worthy and needy patients not receiving benefits from 1Medicare or hospital insurance,"

As previously advised, I attended a meeting at Mr. Troxel's office on February 26, 1969, at which the attorneys for all the residuary legatees were present. Mr. Troxel, at this meeting, summarized the assets of

(continued)

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Sister Teresa, Administrator March 31, 1969 Page 2

the estate and pointed out generally the questions that must be resolved during the probate administration.

Briefly, Mr. Troxel indicated that the value of the residue, after payment of debts, taxes and administration expenses, should aggregate at least $4, 000, 000. 00. The principal assets which will pass into the residuary estate consist of two tracts of land in Monterey County, California, identi­fied as follows:

(a) Big Sur Land (approximately 2, 655 acres)

Mr. Troxel estimates that this land should be worth close to $1, 000, 000. 00, however, it produces little income - being used presently for cattle grazing purposes. ·

(b) The Artichoke Land (approximately 2, 010 acres)

Mr. Troxel estimates that this land, which is located near the Salinas River in the vicinity of Castroville, California, should be worth $3, 000, 000. 00 or more. It consists of some of the finest artichoke growing land in the Country. It presently is being farmed by numer­ous small growers and produces a substantial income in excess of taxes.

Although Mr. Troxel, as Executor, is given broad powers in the will with respect to property management and the conversion of assets into cash, it appears that Miss Molera desired that as much of her farming property as possible be retained in kind rather than sold and converted into cash for distribution. Accordingly, Mr. Troxel indicated that he wished to administer and distribute the residuary estate in close consultation with the four residu-ary legatees. ·

In view of the foregoing, it will be desirable for each of the four charitable residuary legatees to weigh the advantages and disadvantages of a distribu­tion in kind of the above-mentioned lands - either by way of separate par­cels or undivided interests in the whole. To this end, it will be desirable .for each of the four charitable residuary legatees to look into the value of the lands in some detail so tha~ recommendations can be made, in con­junction with the other residuary legatees, to the Executor.

It is assumed that, as the administration of the estate progresses, adequate valuation information will be forthcoming from Mr. Troxel so that proper decisions can be made.

(continued)

Sister Teresa, Administrator March 31, 1969 Page 3

(' '"'d '."/if

I believe that its too early to estimate with any degree of accuracy the probable income which will be derived from the share of Mary's Help Hospital in this estate. In this regard, much will depend on the decisions which are made as to the sale or retention of the lands.

. . If you think this preliminary report should be amplified at this time, please let me know. Quite possibly, in view of the magnitude of this gift, eventually you might wish to have the entire matter reviewed and studied by a special finance committee or financial representative who also could consult directly with the other hospitals which are involved.

JFD:yl Enclosure

Sincerely,

•

•

I, FRANC~~ M. MOLERA, of the City ';;c~ County of San

Francisco, State of California, hereby make my WILL in the manner

following:

I hereby declare that I have no spouse, brother, sister,

nephew, niece, descendant or ancestor who, if surviving me, might

take the property hereby bequeathed and· devised by me under the re­

strictions set forth under Article II of Chapter I of Division I of the

Probate Code of the State of California, as the said Code now provides.

FIRST: I give and bequeath unto the PASTOR OF ST.

MARY'S CATHEDRAL, of San Francisco, California, by whom I de-

sire that my funeral services be conducted, the sum of one thousand

dollars ($1, 000), for the saying of masses for the repose of the souls

of my father, EUSEBIO J. MOLERA, my mother, AMELIA COOPER

}Ju ,;/) j ~OLERA, my brother, ANDREW J. MOLERA, and myself.

SECOND: I give and bequeath unto the following char-

itable, religious and educational institutions each the sum of fifty

thousand dollars ($50, 000), namely, THE SISTERS OF THE HOLY

FAMILY, of San Francisco, California; the SAN FRANCISCO COLLEGE

FOR WOMEN, of San Francisco, California; and ST. VINCENT'S RO-

MAN CATHOLIC ORPHANAGE FOR BOYS, near San Rafael, California,,

I also give and bequeath unto THE ROMAN CATHOLIC ARCHBISHOP

OF SAN FRANCISCO, a corporate sole, the sum of twenty thousand

dollars ($20, 000), as a contribution to the cost of the new St. Mary's

Cathedral.. I also give and bequeath unto THE WOMEN'S AUXILIARY

OF THE SOCIETY OF CALIFORNIA PIONEERS the sum of one thou-

sand dollars ($1, 000) for its Reserve Fund.

THIRD: I give and bequeath unto the said SISTERS OF

THE HOLY FAMILY my portrait of Archbishop Ale many, painted by

E. Narjot in 1878, and all of my religious pictures and articles of a

religious character,· with the exception of three art glass windows in •

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chapel of my hci':'i~t which I give and bequeath /~to the CHDRCH

OF ST. ANNE OF THE SUNSET at 810 Judah Street, San Francisco,

together with the sum of one thousand dollars ($1, 000) toward the

cost of removing and installing the same. In the event that the said

CHURCH OF ST. ANNE OF THE SUNSET shall not elect to accept

the said glass windows, I give and bequeath the said windows and the

said sum for use by such other Catholic Church as may be designated

by the Roman Catholic Archbishop of San Francisco.

FOURTH: t bequeath all of my Californiana, consisting

of books, manuscripts, maps and other papers (but not any books

printed in the Spanish language or any purely family correspondence)

unto THE SOCIETY OF CALIFORNIA PIONEERS, provided, however,

that if the said Society shall have at the time of my death duplicates

in good condition of any of the said books, such books shall go as here-

inafter provided. I give and bequeath all of my other books, not Cali­

.» j,/j jlt{;orniana, and all books of which th/e said Society of California Pioneers

'1

' shall have duplicates in good condition, unto the said SAN FRANCISCO

COLLEGE FOR WOMEN. The judgment of my executor, or alternate '<· .•

executor, hereinafter named, as to what shall be properly classified

as Californiana shall be binding upon all of the beneficiaries under this

my will.

FIFTH: I give and bequeath my silk shawls and laces,

and also the cultured pearls left to me by my late cousin, ALICE LAR-

KIN TOU:LMIN, to MOLLY FAY McGETTIGAN, wife of CARROLL

McGETTIGAN, and as I have n6 other articles of wearing apparel of

appreciable value, I direct that my executor, or my alternate executor,

as soon as possible after his or its appointment, give all of the said

wearing apparel to such non-profit charitable organization as the said

executor may select.

' .. ,. '•1/(i

~ "

SIXTH: I direct that my executor, or alternate executor,

all of my jewelry (other than the cultured pearls referred to

in Paragraph SIXTH hereof), my trophies and coins, at not less than the

inventory value thereof, and I give and bequeath the net amount received

for the said items, together with all of my other articles of personal

and household use, not hereinafter bequeathed to others, to THE RE-

LIGIOUS OF THE SACRED HEART, Vicariate House, 2610 San Diego

Avenue, San Diego, California, requesting, but not directing, that the

said furniture and usable household effects be placed in its convents or

schools in San Francisco, unless it shall be deemed more advisable by

the said beneficiary to use the same elsewhere, Any automobiles used

by my Salinas office shall be retained during the administration of my

estate.

SEVENTH: I give and bequeath unto the following persons,

only if they shall survive me, the amounts set after their names, re-

spectively, as follows:

To BRUCE H. McBIRNEY and LEONARD

McBIRNEY, the sons of my late friend, GENEVIEVE LEONARD McBIR-

each the sum of ten thousand dollars ($10,000);

To A. E. PRIDDY, now in my employ at Sal-

inas, California, the sum of twenty thousand dollars ($20, 000);

To MARY WYLLIE HEPLE, and to ROSE FER-

RASCI, both formerly in my employ, each the sum of five thousand

dollars ($5,000);

To ANN A 'CLEARY, sometimes known as HAN-

NAH CLEARY, my faithful maid, the sum of twenty thousand dollars

($20, 000);

To MRS. ANGELITA PREGO, formerly in my

employ at my Monterey property, the sum of four thousand dollars

($4, 000);

3

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,,:,, To WILLA M. PREGO, the daughter-in-law

of the said ANGELITA PREGO, the sum of two thousand dollars

($2,000);

To MARIA ARTIZ, who has occasionally been

employed in my household, the sum of two thousand five hundred dol-

Iars ($2, 500); and

To ROSALIA McGINNIS, the daughter of the

late WILLIAM McGINNIS, and the grandniece of my late friends,

ELVIRA ABREGO POPE and ALMA ABREGO, the sum of ten thou­

sand dollars ($10, 000),

EIGHTH: I give and bequeath unto !SOBEL FRANCES

KNIGHT and HUGH E. KNIGHT, children of my deceased cousin,

ISABEL COOPER TUELL, each the sum of five hundred dollars ($500)

per month, commencing as of the date of my death and terminating

upon the distribution to my trustee, hereinafter named, of so much

of the property, hereinafter bequeathed in Paragraph TWELFTH, to

be held in trust for the benefit of the said !SOBEL FRANCES KNIGHT

and HUGH E. KNIGHT, as, in the opinion of my executor, shall be

sufficient to provide net income to the said beneficiaries in at least

& JJ( (}1!{, the respective amounts hereinabove provided.

The payments to the said !SOBEL FRANCES

KNIGHT and HUGH E. KNIGHT in this Paragraph NINTH shall be made

by my executor out of the income of my estate during its administra­

tion and until the termination of the said payments as hereinabove pro-

vided.

NINTH: I give and devise unto THE NATIONAL TRUST

FOR HISTORICAL PRESERVATION, a corporation organized under

the laws of the United States of America, with its headquarters in

Washington, D. C., hereinafter called "THE TRUST", in trust, for

I I

the City of Monterey, upon a portion of which my grandfather, JOHN

B. R. COOPER, erected in 1823 his residence known as the "Cooper

Adobe", on the following' terms and conditions:

(a) The Trust shall retain and maintain as a

historical monument the one-story and two-story parts of the Cooper

Adobe, which comprises all of the improvements fronting on Munras

Avenue, and, if practicable, shall maintain and keep in repair the ex-

isting adobe walls on the said property. The Trust may use the Coop­

er Adobe for the display of the personal property hereinafter described,

and any other articles of historical interest.

(b) The Trust may continue to rent the beauty

shop at the corner of Munras Avenue and Polk Street and the remaining

one-story buildings fronting on Polk Street to the present tenants there-

of for their present uses, or to any other subsequent tenants for pro-

fessional offices, real estate offices, banking premises or like legiti­

mate purposes; provided, however, that none of the property may be

leased to any tenants for the sale therein of food, beverages or other

goods of any kind, for mortuaries, or for any other use which may be

J £1-/ /J!..incompatible with the general plan of development of the "Island of

Adobes" project of the City of Monterey. The Trust, at its election,

may remove any of the existing one-story buildings fronting on Polk

Street, and may lease the land on which they are situate, together with

the open land behind them, to a depth of not over forty (40) feet from

the line of Polk Street, on ground leases for the erection of buildings

to be occupied for any of the approved purposes hereinabove specified,

the architecture of which buildings shall conform to the general plan of

development of the "Island of Adobes" project of the City of Monterey.

(c) The Trust shall raze the two-story wooden

barn on the Polk Street frontage of the property and shall use the land

on which it is situate and the other open land between the adobe wall on .,s~

:_··:_:_·:_·:_:_··_c:··-C-''~--''='--.:.~~••••••••·••Tn.--. ~.--. h~ ~~·~

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the southerly line of the property, the westerly line of the property

thereof, and the Polk Street and Munras Avenue frontages (and the

small kitchen building premises at the back of the Cooper Adobe if it

shall elect to remove the said building) for garden or open spaces,

but not for any public parking of automobiles, or at its election may

lease the land on which the barn is situate to a depth of fifty (50)

feet from Polk Street under ground leases as provided in Subparagraph

(b) above.

(d) The Trust may lease that portion of the

property fronting on Munras Avenue and lying between the adobe wall

now on the premises and the boundary of the Safeway premises, for

any of the approved uses set forth herein, or, at its election, it may

sell the said portion of the said property to any purchaser for any of

the said approved uses, under appropriate covenants and with appro-

priate conditions subsequent for the reversion to the Trust of the title

thereto for non-compliance therewith. If, however, the City of Mon-

terey shall desire to acquire the said portion of the property for use

as a street running from Munras Avenue to Hartwell Street or to the

/j11!H[ear boundary of my property, the Trust may sell the said portion of

the property to the City at the fair market value thereof as of the date

of the sale. Any deed from the Trust to the City shall contain appro-

priate covenants and conditions subsequent for the reversion to the Trust

of the· title to the property in the event of the abandonment or closing of

the street for which the City may have acquired the title to the said por­

tion of the property.

(e) I also bequeath to the Trust the sum of

fifty thousand dollars ($50, 000) to be used by it in the repair and im-

provement and maintenance of the Cooper Adobe, the cost of razing the

barn, and the maintenance of the garden and open spaces on the property.

The net rentals received by the Trust and the proceeds of any sale of _ __j

(f) I also bequeath to the Trust such of the

following items of personal property as may be acceptable to it,

namely, the Captain's table from the Schooner "Rover", which was

owned by my grandfather, JOHN B. R: COOPER, the square piano

which is one of the three first pianos brought together to Monterey,

the family coach, which has been in my family for over one hundred

years, and also such of my saddles, coach horns and other items of

historical interest in Monterey or in my Salinas office as may be

agreed upon between my executor or alternate executor and the repre-

sentatives of the Trust. I also bequeath to the Trust such of the ar­

ticles stored in the said barn as in the opinion of both the Trust a_r1d

my executor or alternate executor may be useful and useable in the

repair of the adobe wall or any of the buildings in the premises.

(g) In the event that the Cooper Adobe shall

be destroyed by fire, earthquake or other cause, to such an extent

that its repair or reconstruction, as in the opinion of its owner, would

~ .;r/Jf/J be too costly and unwarranted, the owner may then raze the remains

of the said adobe and use the land as a garden or open space, or, at

its election, it may enter into ground leases to others for the construe-

tion, on the site of the adobe building, of a building to be used for any

of the approved purposes hereinabove set forth, which building may have

a depth of not more than fifty (50) feet from the front line of Munras

Avenue.

(h) It is my earnest desire that the Trust does

not permit the public or any persons, other than its representatives and

the contractors or workmen engaged in the repair and improvement of

the Cooper Adobe, to visit it or the rest of the property, until such

repairs shall have been completed and the personal property referred

to shall have been put in place.

7

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( fif'l (frJ) TENTH: I direct that the two tracts of my land in

• the Rancho Bolsa del Potrero y Moro Cojo, in Monterey County, now

under lease to Edward Modena and Dino Bernardi, containing approx-

imately 101 and 40 acres respectively of farm land, shall be sold by

my executor during the administration of my estate, and the proceeds

thereof shall be distributed as follows: To the children me surviving

of my late cousin, FRANCISCA VALLEJO McGETTIGAN, each taking

.one equal part thereof, and to MONA McGETTIGAN, the wife of BAR-

NEY McGETTIGAN, only if she shall survive me, she taking one equal

part of the said property, and to the lawful issue, if any, of the chil-

dren of my said cousin who shall have died before me, such issue tak-

ing per stirpes and not per capita, the one equal part of the said prop-

erty which would have been taken by their parent or ancestor, if living,

as a child of my said cousin. The said land shall be sold together with

and subject to the appropriate easements for the continued use of the

drainage ditches running through the said lands by the purchasers and

the owners or tenants of the land from which or through which the said

:1 . ditches r)ij. -u,, ~ shall extend.

ELEVENTH: I give, devise and bequeath that certain

portion of my lands in the said Rancho Bolsa del Potrero y Moro Cojo,

now leased to L. Poletti and others, doing business as Bay View Ranch

Company, arid containing approximately 110 acres of farming land (the

said tract lying to the northeast of two other tracts of land under lease

to the said Poletti and others, containing approximately 45 acres and

33 acres' respectively), together with and subject to appropriate ease-

ments for the continued use for drainage of the said lands and the ad-

jacent lands through the existing ditches thereon, and continuing through

the existing ditches on the lands of myself and others to the Tembladero

Slough, as follows:

An undivided one-half (1/2) interest therein unto I)

I! i'

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ijl ''I 'i

KATHERINE .~."EALES, or if she shall not l{~vive me, unto her '1~({1

me surviving and her husband, ROSS WORN BEALES, if living,

taking a child's share of the said interest; and the remaining one-

half (1/2) interest therein unto THE BANK OF CALIFORNIA, NATIONAL

ASSOCIATION, as trustee of the trust for the benefit of EDGAR T.

ZOOK, JR., as established under the will of Ruth S. Zook, deceased.

If no such descendant of EDGAR T. ZOOK and

RUTH S. ZOOK shall then be living, the proceeds of the sale of the

said interest in the said property shall go, in equal shares, to the

four hospitals named in Paragraph THIRTEENTH hereof.

The devise contained in this paragraph is made

in appreciation of the long service as attorneys and friendship of

CHARLES W. SLACK, the grandfather, and EDGAR T. ZOOK, the

father, of the said MARY KATHERINE BEALES and EDGAR T. ZOOK,

JR., and in accordance with the wishes of my late brother, ANDREW • J. MOLERA, that a substantial part of our estates should go to the

said attorneys or their families. It is my earnest hope and desire

that the said beneficiaries retain the ownership of the said real prop-

erty above described so long as it may seem practicable and advisable

·}If, tJ!fl, to do so.

TWELFTH: I give, devise and bequeath unto THE BANK

OF CALIFORNIA, NATIONAL ASSOCIATION, as trustee, in trust for

the following purposes, such portion of my lands in the Rancho Bolsa

del Potrero y Moro Cojo, in the County of Monterey, hereinabove par-

ticularly described, and appraised in my estate at a value not in excess

of five hundred thousand dollars ($500, 000), as may be selected by my

executor in his sole discretion, to be taken by my trustee at the value

thereof as fixed on the audit of my estate for Federal estate tax purposes,

and such additional amount in cash as may be required to bring up the

total value of the bequest to my said trustee to the total value in such

land and additional cash to the sum of five hundred thousand dollars

"! -_. -· -

0, 000). My sa&/1/lrustee shall hold this prope~,riJ in trust for the

following purposes:

To receive the income thereof, and to apply

the net income, in quarterly installments, as nearly as may be, to the

equal use of the said ISOBEL FRANCES KNIGHT and HUGH E. KNIGHT,

the children of my deceased cousin, ISABEL COOPER TUELL, so long

as they shall live during the existence of the said trust. In the event

of the death of either the said ISOBEL FRANCES KNIGHT or the said

HUGH E. KNIGHT during the life of the said trust leaving lawful issue

her or him surviving, such issue shall take the share of their parent

in the net income of the said trust, and in the event that either of the

said persons shall die before the termination of the trust without lawful

issue him or her surviving, or all such issue shall die before the ter-

mination of the said trust, the whole of the said income shall apply to

the use of the survivor of the said persons.

The said trust shall terminate upon the death

of the last survivor of the said !SOBEL FRANCES KNIGHT and HUGH

E. KNIGHT, and thereupon the property subject to the said trust, and

any income thereof not theretofore applied to the uses hereinabove spec­

jf, 1 £/.'4)/ified, shall go to and vest in the lawful issue tlien living of the said

!SOBEL FRANCES KI\TIGHT or HUGH E. KNIGHT, or if no issue ,of

one of them shall then be living, , all thereof to the lawful issue then

living of the other of them, such issue taking their share of the said

property per stirpes and not per capita. In the event that no person

shall be, living at the date of the termination of the said trust to take

as herein provided, the whole 'of the said property shall go to THE

SOCIETY OF CALIFORNIA PIONEERS, the SAN FRANCISCO COLLEGE

FOR WOMEN, and THE REGENTS OF THE UNIVERSITY OF CALIFOR-

NIA, in equal shares, the contingent bequest to the said Regents to be

devoted by them to the purposes of the Hooper Foundation for Medical

Research.

I

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I

«cl/l(a) The beneficiaries of th«1~ust hereby ere­

in this Paragraph TWELFTH are, and each of them is, hereby

from disposing of or encumbering, in any manner, their

respective interests in the said trust or in the property held subject

to the said trust, or in any part thereof, or in the income of the said

property, or in any part of the said income; and the interest of the

said respective beneficiaries in the property held subject to the said

trust, and in the income thereof, while such income shall remain in

the possession of my trustee, or in any successor or successors there-

of in the said trust, shall not be subject, in any manner, to any claim

or claims of any existing or future creditors of the said respective

beneficiaries.

(b) My said trustee shall have full power to

sell any real property held subject to the said trust created in this

Paragraph TWELFTH, and to accept as part consideration for the sale

thereof a mortgage or deed of trust constituting a first lien upon the

property so sold, and shall also have full power of lease, exchange,

investment and reinvestment of any property subject to the said trust,

and, in the administration of the said trust with respect to any cash

f k/ /J(fr securities held by it, shall be guided by the Prudent Investor's Rule

as now provided in Section 2261 of the Civil Code of the. State of· Cali-

fornia. My trustee may also make leases, including le11ses for the ex-

traction of oil, gas and minerals, of any of the real property subject

to the said trust for such periods of time, whether extending beyond

the term of the said trust or not, and on such terms and conditions

otherwise, as my trustee shall deem advisable. My said trustee shall

not be responsible for any loss of value of any property purchased or

retained by it in the said trust in good faith.

(c) My said trustee shall not be required to

amortize the cost of any securities acquired by it for the said trust at

. - I _--! ~ I

!i!'

a premium, and ar;.rrJProfit arising from the redeltr,.ltion of any secur­

ities purchased below par shall be deemed part of the corpus of the

property now subject to the said trust. Dividends in stock of any cor­

poration of not more than ten per cent (10%) of the number of shares

of stock upon which such dividends shall have been declared in any one

year, and the proceeds of the sale of .any rights to subscribe for any

stock or securities of any corporation, shall be deemed to constitute in-

come of the said trust and shall be distributed as such, and such divi­

dends and stock in excess of the said ten per cent (1 Oo/o) in any one cal-

endar year shall be deemed to constitute a part of the corpus of the

trust.

(d) During the administration of the said trust,

my said trustee shall be entitled to receive reasonable compensation for

its services to the said trust, and to engage legal counsel and pay to

such counsel the reasonable compensation for their services, and shall

likewise be entitled, on the closing of the said trust, to receive reason-

able compensation for the services of the trustee and its attorneys in

connection with the closing of the said trust.

(e) On such termination, my trustee shall re­

~ j/), ;Jtf,tain the power to sell such of the securities or other property belonging

to the said trust as may be necessary to adjust the proper distribution

of the property then subject to the said trust to the respective benefic-

iaries entitled to receive the same, and may deliver to the said bene-

ficiaries their respective shares of the said property either in cash or

iri kind, at the fair market value thereof, as the same shall be deter-

mined by my trustee, or both in ·cash and in kind, and the exercise by

my trustee of its discretion with respect to such distribution shall be

conclusive upon all such beneficiaries.

THIRTEENTH: I hereby give, devise and bequeath (1)

all of the residue of my property, after the payment of the taxes, State

·-------.-~ ((,iA

.. .;, . . ~

· ..• Federal, the costs and expenses of administration of my estate,

all other obligations of my estate, and all of the pecuniary bequests

hereinabove provided which shall not have lapsed, and (2) also the amount

of all legacies which have lapsed other than those specifically provided

in the trust provisions of this will to go to others, unto the following

San Francisco charitable organizations: THE GARDEN HOSPITAL, 3750

Geary Boulevard, MARY'S HELP HOSPITAL, 35 Guerrero Street," (which

address may haye been changed prior to my death), ST. MARY'S HOS­

PITAL, Hayes and Stanyan Streets, and ST. JOSEPH'S HOME AND

HOSPITAL, Park Hill and Buena Vis~a Avenue East, in equal shares,

the said bequests and :devises to be added to the endowment funds of

the said respective hospitals and the income therefrom to be used, so

far as possible, for the ·benefit .of needy and worthy persons, prefer­

ably elderly, requiring hospitalization, in the said hospitals. ' '

FOURTEENTH: I nominate and appoint the said EDGAR T.

ZOOK, or failing him JO,HN E. TROXEL, as the executor of this my

will, either to serve without bonds and with full power to sell or lease,

~ J11.!h({or any lawful purpose. including leases for the extraction of oil, gas

and minerals, aU or any of my property, without any order of court

or previous notice, by publication or otherwise, of any such salE:!·.

Any such leases may be made for such periods of time as my execu­

tor, in his discretion, shall deem advisable~ which periods may· run

'beyond the time required for the probating of my estate. "In the event

that, for any reason~ neither the said EDGAR T. ZOOK nor' the sai.d

JOHN E.- TROXEL shall act as· my executor, I nominate and appoint

the said THE BANK OF CALIFORNIA, NATIONAL ASSOCIATION1 as

my executor 1 with the same powers that are herein conferred upon the

said EDGAR T. ZOOK and JOHN E. TROXEL.

As the greater part of my estate consists of

real property in the County of Monterey under lease to a number of

I ,") •

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I authb~f~~ ii. eJCecut~t at 4 West Gabilan Street, Salinas, California,

Priddy, my outside man, and Charles W. Johnson

accountants now handling the books for my said prop-

erty, throughout the probate of my estate, and to employ the said Anna

Cleary as caretaker of my home at 2055 Sacramento Street, San Fran-

cisco.. until such time as all personal property therein shall have been

removed therefrom, and to appoint such other help as may be neces-

sary in connection with the management of the said property, all at

the expense of my estate. I also authorize my trustee herein named

to engage Sllch employees· as may be nec~ssary for the supervision of

any lands which. may be d.istribllted to it, all at the expense of the

trust. I also authorize my executor to employ, at the expense of my

estate, such assistance as may be reasonably necessary in inventory­

ing the large number of articles of personal property in rriy home in

San-Francisco and at my property in the City of Monterey, in order

that my executor or alternate executor may be fully informed as to

their character before distributing them in the exercise of the discre-

!J41 ,7J11,ti'bnary power herein c:o11:ferred upon them with respect thereto.

FIFTEENTH: I direct that all estate.. succession and

inheritance taxes,. Federal and St"J.te, payable by iny estate or by any

beneficiary under this my last will and testament shall be paid by my

,executor out of the residue of my estate without contribution thereto by.

or pro-ration thereof among, any of the said beneficiaries.

SIXTEENTH: Inasmuch as a substantial part of my prop-

erty, which consists chiefly of real property, will have to be sold in

order to pay the inheritance and estate taxes, my obligations. the

costs and expenses of administration. and the pecllniary bequests here­

in contained, my executor shall have a period of three (3) years within

II I.

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pay1~; ~~J!~: :~queSts payments hereinabove specifically provided~

real property herein specifically devised withollt liability

interest thereon or for the payment to the devisees of the income

therefrom prior to such distribution; It is my desire, however, that

all pecuniary bequests to individuals contained herein, not e:xceeding

the sum of twenty thousand dollars ($20, 000) to any one person, be

paid by preliminary distribution as soon as practicable during the ad­

ministration of my estate., and to that extent the said bequests, as

well as the monthly payments provided in Paragraph EIGHTH hereof_.

shall be given priority of payment over the remaining pecuniary be-

quests herein contained.

My e:xecutor is hereby authorized to use all

or any part of the income from my estate during the administration

thereof for the payment of the monthly payments hereinabove provided

and· also for the discharge of the obligations and expenses above re-

ferred to, and for the payment of debts and the costs and expenses of

administration of .my estate; and the beneficiaries of the trust herein­

t . above provided shall ~ot be entitled to rec~ive any of the income from

" J./1, J!J/the property devised or bequeathed for their benefit, accrued prior to

the distribution to the trustee of the property devised or bequeathed in

. trust for them, other than the said monthly payments hereinabove pro-·

vided. It is' my desire that my executor s'hall not sell any more of

my farming property thari is reasonably necessary to pay and discharge

the obligations of my, estate and the bequests hereunder.

SEVENTEENTH: THE BANK OF CALIFORNIA, NATIONAL

ASSOCIATION, shall have no duties with respect to the administration of

my estate prior to its qualifying as trustee, or as my· alternate executor

in the event that the said EDGAR T. ZOOK or JOHN E. TROXEL shall

not act or shall cease to act as such executor. nor shall it have any

. ! r i

·II ,!

:i!

responsibility. ext~}Jt (ltG'l

and administe'i"'ed by it as trustee or

name this

EIGHTEENTH: I hereby revoke all other wills by me

IN TESTIMONY WHEREOF, I have hereLinto subscribed my

/fL/d.ay of September~ in 'the year one thoLisand nine hun-

dred and sixty-four.

Witnesses: .

~~ .

The foregoing instrument~ consisting of fifteen (15) typewrit-

ten pages besides this, was~ at the date thereof~ declared to us by the

testatrix, FRANCES M. · MOLERA, to be her last will and testament,

and she thereupon, in our presence, and in the presence of both of us

at the same time, subscribed her name thereto on this page 16, and

wrote her initials on the margin of each of the other pages, namely,

pages 1 to 15, both numbers inclusive, in identification of the same~

and we thereupon, at her: request and in her presence and in the· pres-

/b

! . , I I,

II

I~ FRANCES 1\1. MOLERA. of the City and County of San

State ( , California~ make this codiclC~o my will of Sep-

181 1964 in the manner following:

FIRST: Paragraph THIRTEENTH of my said will is here-

by amended to provide as follows:

II THIRTEENTH: I hereby give, devise and

bequeath all of the residue of my property. after the pay­

ment of the taxes, State and Federal, and the fees, costs

and expenses of the administration and other obligations of

my estate~ and all of the specific bequests hereinabove pro­

vided which shall not have lapsed, unto the following Sa:n

Francisco charitable organizations, namely, THE GARDEN

HOSPITAL, 3750 Geary Boulevard,. MARY'S HELP HOS-

PITAL, 35 Guerrero Street, (which address may have been

changed prior to my death),. ST. MARY'S HOSPITAL, Hayes

and Stanyan Streets, and ST. JOSEPH'S HOME AND HOS-

PITAL~ Park Hill and Buena Vista Avenue East, in equal

shares. The said bequests and devises are to be added

to the endowment funds of the said respective hospitals,

the net income therefrom to be used for tl;le following pur-

poses: (1) · the provision for the needy and worthy patients

at the respective hospitals covered by Medicare, who may

require special nursing care and other treatment over and

above that provided by Medicare or hospital insurance; (2)

the augmentation of the salaries and stipends of the resi-

dent physicians~ internes. and nurses in training employed

in the said hospitals; and (3) the assistance of other worthy and

needy patients not receiving benefits from Medicare or hospital

insurance. 11

SECOND: Except as hereinabove provided, I hereby re-

publish and reaffirm my said will of September 18. 1964 in all of its

particulars.

IN TESTIMONY WHEREOF, I have hereunto subscribed . ..,0 lk :7

my name this ·- ( day of <\~ , 1965.

The foregoing instrument, consisting of one {1) typewritten

page besides this, was, at the date thereof, declared to us by the

testatrix, FRANCES M. MOLERA, to be a codicil to her last will

and testament dated September 18, 1964, and she thereupon, in our

presence, and in the presence of both of us at the same time, sub-

scribed her name thereto on this page 2, and wrote her initials on

the margin of page 1 in identification of the same, and we thereupon,

at her request and in her presence and in the presence of each oth-

er, subscribed our names thereto as attesting witnesses.

residing

j

······--··------------------~--·

Ia

AGREEMENT

This agreement is made and entered into on the day and year hereinafter set forth by and between PHIL LONG, a single mun, und HARVEY LERER, a .married man, ("Obligors") and MARY'S HELP HOSPITAL, THE GARDEN HOSPITAL, ST. JOSEPH'S HOSPITAL and ST. 1\'IARY'S HOSPITAL {11Beneficiaries 11),

This agreement is made with reference to the following facts:

A. On the 19th day of July, 1972 Obligors executed a Promissory Note . in the principal amount of $1,100,000.00 in favor of JOHN E. TROXEL us Executor of the

Will and Condicil thereof of FHANCES M. MOLERA, deceased, together with a Deed of Trust in favor of said JOHN E. TROXEL for the purpose of securing the payment of the indebtedness evidenced by said promissory note and other obligations as set forth in the Deed of Trust, which Deed of Trust was recorded ns Instrument No. G 25648 on July 19, 197 2 in Reel 785, Page G36 of Official Records of the County Recorder's Office of Monterey County, California, which Note and Deed of Trust arc hereby incorporated herein by reference as though fully set forth.

B. On August· 8, 1972 JOHN E. TROXEL, as Executor of the Will and Codicil of FRANCES i\L MOLERA, deceased, assig·ned all beneficial interest in the Deed of Trust together with the Note therein described to Beneficiaries, by a document entitled Assignment of Deed of Trust and recorded as Instrument Number G 28416 on August 9, 1972 in Reel 789, Page 1089 of Official Records of the County Recorder1s Office of Monterey County, California, which Assignment of Deed of Trust is hereby incorporated herein by reference as though fully set forth.

C. On the 19th day of December, 1974, Obligors and Beneficiaries executed an amendment to the Promissory Note hereinbefore described and an amend­ment to the Deed of Trust hereinbefore described, which amendments are hereby in­corporated herein by reference as though fully set forth. The Promissory Note described above together with the assignment thereof and amendment thereto is hereinafter referred to as trthe Promissory Note". The Deed of Trust described above together with the assignment thereof and amendment thereto is hereinafter referred to as Hthe Deed of T1·ust 11 • A true and correct copy of the Promissoty Note is attached hereto as Exhibit "A" and incorporated herein by reference as though fully set forth.

D. There is now past due and owing under the terms of the Promissory Note one year's interest payment in the sum of of $85,250.00 which was due on July 19, 1975 together with interest thereon since the date the payment was due at the rate of 8% per annum, one year's interest payment in the sum of $85,250.00 which was due on July ... l9, 1976 together with interest thereon since the date the payment was due at the rate of 8% per annum, and one year's interest payment in the sum of $88,000.00 which was due on July 19, 1977 together with interest tl1ereon since the date the payment was due at the rate of 8% per annum. There is further past due and owing the sum of $35,774.36 together with interest and penalties thereon since September 30, 1977 as qelinqucnt taxes, intel'est and penalties due to the' I\Ionterey County Tax Collector for the 1975-HJ76 and 1976-1977 fiscal years. The existence of each of said obligations constitutes a default l,mder the terms of the Deed of Trust.

E. By r(;asvn of said default, Beneficiaries caused to be reeor·ded on December 28, 1977 in the Office of the County H.ecordc!' of the County of Monterey n Notice of Default and Election to Sell under Deed of Trust with reference to the oroo-

. . . ' . . . . . . . . . . . ~ .,

that there is not now nor has there ever been any waiver or defcrrul on the part of any Beneficiary or all of them or any agent of any or all such Beneficiaries of any payment due under the terms of the Promissory Note specifically including but not limited to the interest payment due on July 19, 1975 and the interest pnyment due on July 19, 1976, and in further consideration of the agreements hereinafter set forth, the [)Urties hereby agree . as follows: ·

1. Obligors shall deliver to Beneficiaries together with this executed agree-ment a check for $88,000.00 drawn on the tt·ust account of the law firm of JOEL TAMRAZ, and payable to the trust account of the law firm of HOGE, FENTON, JONES & APPEL, INC. The amount shall be paid to the Beneficiaries, ·as their interests may appear, upon completion of the execution of this agreement and rescission of the Notice of Default as hereinafter provided. The amount shall be credited to the obligation under the Promissory Note and Deed of Trust as follows:

$42,000.00 in partial payment of the interest payment due on July 19, 1975 together with the interest due thcre.on, which payment shall be first applied to the accumulated interest and then to the interest payment due on July 19, 1975.

$42,000.00 in partial payment of the interest payment due on July 19, 1976 together' with the interest due thereon, which payment shall be first applied to the accumulated interest and then to the interest payment due on July 19, 1976. '

$4,000.00 as reimbursement to the Beneficiaries for expenses incurred in connection with the Notice of Default.

2. Iinmediately upon execution of this agl'eement and payment of the amount described in Paragraph 1 the Beneficiaries shall cause to be recorded such documents as m•e necessary to fully rescind the Notice of Default and Election to Sell under Deed of Trust filed on December 28, 1977 in the Office of the Recol'der of the County of Monterey. The Beneficiaries jointly and severally agree that no futm·e Notice of Default and election to sell under the Deed of Trust will be filed solely by reason of the failure of Obligot·s to pay the eemaining balance due on the July 19, 1975 interest payment together with interest accruing· thereon, the remaining balance due on the July 19, 1976 interest payment together with interest accruing thereon, the interest payment due on July 19, 1977 together with inter-est accruing thereon, or the real property taxes due to the County of Monterey for the 1975-1976 and 1976-1977 fiscal years unless and until any one or more of the following events occurs:

A. There is any default under the Promissory Note ot' the Deed of Trust or both from and after the date hereof. .,.

. B. The real property taxes due to tlle County of Montet•ey for the 1975-1976 and 1976-1977 fiscal year remain unpaid on the date which is one year prior to the date on which the pt·operty dcscl'ibed in the Deed of Trust or any portion thereof may be sold for nonpayment of said taxes.

C. All or any portion of the property descr•ibed in the Deed of Trust is sold or otherwise transferred in any manner whatsoevet• to any person, firm or corpor­ation other than Obligors.

D. The total amount due to Beneficiaries under the terms of the Promissory Note,. including !Jut not lirnitecl to the partial payments duo on account of the July 19, 1975 nnd July 19·, 1976 interest payment and the pavm0nt dorn "" ~---·- · ~ -·

July 19, 1977 intc>rr><::t "'"'""~~· '-· -' ·· ·

erty dcsct'ibcd in the Deed of Trust to tho State of California or any ugcncy or rcprc-scntutivc thereof, the entire amount then due nnd owing under the terms of the promis- · ! sory note shull be paid to the Beneficiaries prior to the completion of said sale and the recording of any deed as a result thereof.

4. This agreement shall be recorded in the Office of the Recorder of the County of Monterey. This agreement, together with the Promissory Note and the D.ced of Trust constitutes the entire agreement between the parties pertaining to the subject matters contained in said documents, and supersedes· any and all other agreements, representations and undet'standings of the parties. No supplement, modification or amendment of this agr·cement shall be binding unless executed in writing by all the parties.

5. No waiver of any of the provisions of this agreement shsll be deemed or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waive!' constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party mal<ing the waiver.

6. This agr•eement may be executed simultaneously in one or more counter-parts, each of which sllall be deemed an original, but all of which together will constitute one and the same instr·ument.

7. Time is of the essence of each provision of this agreement.

8. This agreement shall be binding on and inure to the benefit of the parties hereto and their heirs, successors and assigns.

9. This agreement shall be construed and interpreted in accordance with the laws of the State of California.

10. All of the provisions of this agreement, w!1ether covenants or conditions, shall be deemed to be botl1 covenants and conditions.

11. The definitions contained in this agreement shall be used to interpret this agreement.

12. If any legal action or proceeding is brougllt for the enforcement of this agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this agreement! the successful or prevailing party or parties to said action or proceeding shall be entitled to recover from the losing party or parties reasonable attomcy's fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. ·

IN WITNESS WHEHEOF tl1e parties hereto have and year hereinafter written.

CARL WILLIAM ANOER'OON

CYRUS .J, McMILLAN

HUGH F". CONNOLLY

· .· .·.· ...• ···•·•· ... ·,·· .• ··.,•. ·.·· .. ··.·••··· ••.•. <,,i \AWOF"F"ICE$••·'······ ·. ··•.··.···.··.······.•·\····.·· ... ·· . ANDERSON; McMILLAN &'CONNOLLY

· ·. •. • i456 ciiAF>11~ AVENuE:

Hr. Dave Harrison Mary's Help Hospital 1900 Sullivan Avenue

. BURLINGAME, CALIFORNiA ~4010

TELEPHONE: 346•258!1

August 7, 1978

Daly City, California 94015

Dear Dave:

Re: Estate of ~·1olera __...-/'

\_f, . .:'./\···:}

I

MAILING ADORE:SS

f', 0. BOX 471

Please find enclosed a copy of an August 4th letter and attached documentation relative to the Holera Estate and specifically to the Promissory Note due to the Hospital and secured by a Deed of Trust on the Bit; Sur property.

The documentation is detailed and comnlex, and because of the number of parties involved, this matter continues to move at a pace which is less than rapid.

That basic dispute with the debtors was an allegation on their part that they ·were entitled to be excused from paying one year's interest because of the fact that they had not been able to get a permit to put in a road into the property. Our posi­tion has always been that we never agreed to waiv(-· any interest, but that if they had put the road on the property, we would ac­cept that as a payment in kind, in lieu of a cash payment of one year's interest.

The principal purpose of the agreement from our standpoint was to get an acknowledgment in writing that there were no de­fenses of any kind, and that the note is enforceable according to its tenor.

Because of the history of attempts to develop this property, the hospitals have gone to great lengths to avoid being in a position where thev would have to take back their title. If for any reason the State of California does not complete the acquisi­tion, it would still, in my opinion, not be in the interest of the hospitals to acquire title to.this property on a foreclosure. All the information which has come to me over the years is to the effect . . that the property cannot be developed on any financially sound basis •...• · ·. · because of the onerous restrictions placed on the development by the• State and local government agencies.

Mr. Dave Harrison Nary's Help Hospital August 7, 1978 Page 2.

The letter requests a return of the signature page to the Modification Agreement by August 10. This may not be possi­ble, but at the earliest possible time, I would recommend that the signature page to the Agreement be executed by Sister Florence and her signature requires acknowledgment by a notary public.

I am available to answer any questions which you may have regarding the transaction.

Yours truly,

H~nnolly HFC:jb

Enclosures

(u)

(v)

(W)

(X)

{y)

(Z)

(aa)

(bb)

To MARK ROUSSEAU, the sum of FIFTY THOUSAND DOLLARS ($50,000);

To THE PAULIST FATHERS in San Francisco, California, for use only in San Francisco, California, and at or in connection with old st. Mary's Church, Grant Avenue and California street, San Francisco, California, the sum of FIFTY THOUSAND DOLLARS ($50 1 000)1

To the CALIFORNIA JESUIT MISSIONARIES, a corporation, the sum of FIFTY THOUSAND DOLLARS ($50,000}, for use in their missionary efforts' .

To the CALIFORNIA PROVINCE OF THE SOCIETY OF JESUS, a California corporation, the sum of FIFTY THOUSAND DOLLARS ($50 1 000), to be used only to defray the expense of education of men to become ordained members of the Order;

To CARMELITE MONASTERY OF CRISTO REY, the sum of FIFTY THOUSAND DOLLARS ($50,000);

To ST. MARY'S HOSPITAL AND MEDICAL CENTER, 220 Hayes Street, San Francisco, California, the sum of TWO HUNbRED FIFTY THOUSAND DOLLARS ($250,000), which shall be used only for the care and treatment of the poor and needy at its Clinic.

To ST •. ANTHONY DINING ROOM, 121 Golden~Gate Avenue, San Francisco, California, the sum of FIVE THOUSAND DOLLARS ($5,000)7

To SETON MEDICAL CENTER, Daly City, california, the sum of THREE HUNDRED THOUSAND DOLLARS ($300,000), which shall be used only for the care and treatment of the poor and needy at its Pauline E. and Charles L. Harney Clinic.

Page 4

r

Ahn, Tina (SMC)

From: Sent:

Ward, Carolyn 0. < Morey.Ward@ropesgray.com> Thursday, November 01, 2012 9:05AM

To: Ahn, Tina (SMC) Subject: FW: List of Restricted Funds Selected for AG Review & Revised Charts

Tina: One of the items I promised you in our last conversation was an email from 9/24/2010 from my colleague Katie Sara I to David Siebert regarding several of the restricted funds. I mentioned the email to you in the context of our discussion offunds #107-110, which are labeled "Ascension Health Valuation Reserve" in David's spreadsheet. The email also requests clarification from David on a few other funds.

In other news, I've reviewed the scanned documents that Claire Reilly sent and can report on those during our call later today. I'm still working on the list of questions for CBS.

Best, Morey

Carolyn 0. (Morey) Ward ROPES & GRAY LLP T + 1 202 508 4645 I F + 1 202 383 9866 One Metro Center, 700 12th Street, NW, Suite 900 Washington, DC 20005-3948 Morey. Ward@ropesq ray.com www.rooesqray.com

From: Saral, Katherine Sent: Friday, September 24, 2010 11:06 AM To: 'Siebert, David (SMC)'; Ward, Carolyn 0. Cc: Disend, David (SMC) Subject: RE: List of Restricted Funds Selected for AG Review & Revised Charts

David-

I do not mean to pester you, but though I'd just resend the questions that we sought to clarify on the restricted funds, so that they would be more readily at hand when you have a moment to turn back to these issues.

Thanks, Katie

Katherine R. Sara! ROPES & GRAY LLP T +1 415 315 63741 F +1 415 315 4823 Three Embarcadero Center San Francisco, CA 94111-4006 Katherine. Saral@ropesg ray. com www.ropesgray.com

1

Ropes & Gray's San Francisco office moved to a new location on 04/12/10. Please note that our address has changed but my phone, fax and email remain the same.

From: Siebert, David (SMC) [mailto:DavidSiebert@dochs.org] Sent: Monday, September 13, 2010 11:32 AM To: Sara!, Katherine; Ward, Carolyn 0. Cc: Disend, David (SMC) Subject: RE: List of Restricted Funds Selected for AG Review & Revised Charts

Katherine,

Thanks for this follow-up. I will contact you tomorrow to follow-up; I am in back-to-back meetings all day today.

David

David Siebert Vice President of Development, Interim Seton Medical Center Foundation 1900 Sullivan Avenue Daly City, CA 94015 (650) 991-6534 fx {650) 991-6098 cell (206) 719-2650 davidsiebert@dochs.org

NOTICE TO RECIPIENT: If you are not the intended recipient of this e-mail, you are prohibited from sharing, copying, or otherwise using or disclosing its contents. If you have received this e-mail in error, please notify the sender immediately by reply e-mail and permanently delete this e-mail and any attachments without reading, forwarding or saving them. The contents of this e-mail may be legally privileged and contain attorney-client confidential information, or information protected by State and Federal Medical Privacy statutes. Thank you.

From: Sara!, Katherine [mailto:Katherine.Saral@ropesgray.com] Sent: Friday, September 10, 2010 6:00 PM To: Siebert, David (SMC); Ward, Carolyn 0. Cc: Disend, David (SMC) Subject: RE: List of Restricted Funds Selected for AG Review & Revised Charts

2

David-

Thanks for the information. Morey and I had a chance to catch up this week and we are closing in on our conclusions about which funds we should take to the AG. I wanted to ask some follow-up questions and clarify certain facts with you to be sure that we have considered all information in coming to these conclusion.

o Williams Special Fund: My notes from the call state that the 2002 and 2003 bequests (approx. $10K each) were made by a William Bliss. Is it correct that there's no contact information for this person and no one has been able to determine his identity or contact him?

o ACS/Lilly Fund: My notes from the call state that "most of the donations made to this fund were made out directly to the Heart and Vascular Institute." Do I have this noted accurately? If so, is the source of this info copies of the checks, file notations or other evidence? Second, what does the reference to "business check" mean with regard to the 1993 check? Third, is it correct that there's no indication of what ACS stands for? Morey surmised that the reference might be related to Eli Lilly, which developed a drug, Prasugrel, that was approved by the FDA in 2009 to treat acute coronary syndrome.

o Harney Endowment: I wanted to inquire about the note from Sr. Dunn -the statement you provided suggests personal knowledge of the origin of the fund. Would it be possible to get a declaration from Sr. Dunn with regard to her statements? Also, to confirm, my notes from the call state that SMCF would seek a release in order to use the present funds for care at SMC's cancer clinic. Is there a way to track the use of the funds to ensure that the funds are applied only to the costs of treating indigent patients of the clinic, which we know treats insured patients and probably non-indigent uninsured as well?

o Do you have any idea why funds 107-110 are identified as the Ascension Health Valuation Reserve? I do note from the website of Ascension Health System that one of its sponsoring organizations was the Daughters of Charity. Could AHS be the source of these funds or have any information about them?

One final question: On the Fund Comparison Summary, do the dollar figures for each year represent disbursements, contributions or something else?

Thanks, David, for all your help. Feel free to give me a call if you have any questions.

Katherine R. Saral ROPES & GRAY LLP T +1 415 315 6374 I F +1 415 315 4823 Three Embarcadero Center San Francisco, CA 94111-4006

3

Katherine.Saral@ropesqray.com www .ropesgray.corn

Ropes&. Gray's San Francisco office moved to a new location on 04/12/10. Please note that our address has changed but my phone, fax and email remain the same.

From: Siebert, David {SMC) [mailto:DavidSiebert@dochs.org] Sent: Wednesday, September 01, 2010 9:36AM To: Ward, Carolyn 0.; Saral, Katherine Cc: Disend, David (SMC) Subject: RE: List of Restricted Funds Selected for AG Review & Revised Charts

Thanks Morey,

Per our conversation yesterday, I have attached three excel documents which served as primary references for some of the findings we noted.

Katie, it was good to meet you via phone yesterday.

Let me know if any questions.

David

David Siebert Vice President of Development, Interim Seton Medical Center Foundation 1900 Sullivan Avenue Daly City, CA 94015 (650) 991-6534 fx (650) 991-6098 cell (206) 719-2650 davidsiebert@dochs.org

NOTICE TO RECIPIENT: If you are not the intended recipient of this e-mail, you are prohibited from sharing, copying, or otherwise using or disclosing its contents. If you have received this e-mail in error, please notify the sender immediately by reply e-mail and permanently delete this e-mail and any attachments without reading, forwarding or saving them. The contents of this e-mail may be legally privileged and contain attorney-client confidential information, or information protected by State and Federal Medical Privacy statutes. Thank you.

4

,,

From: Ward, Carolyn 0. [mailto:Morey.Ward@ropesgray.com] Sent: Wednesday, September 01, 2010 9:00 AM To: Saral, Katherine Cc: dsiebert@alford.com; Siebert, David (SMC) Subject: FW: List of Restricted Funds Selected for AG Review & Revised Charts

Katie: I am forwarding my most recent email to David regarding the restricted funds spreadsheets.

Best, Morey

Carolyn 0. (Morey) Ward ROPES & GRAY LLP T + 1 202 508 4645 I F + 1 202 383 9866 One Metro Center, 700 12th Street, NW, Suite 900 Washington, DC 20005-3948 Morey. Ward@ropesqray. com http: 1/www. ropesg rav.com/

From: Ward, Carolyn 0. Sent: Tuesday, May 25, 2010 12:12 AM To: 'Siebert, David (SMC)'; Van Patten. Robynn (DCHS); Auerbach, Lorraine P. (SMC); Chesley, John 0. Cc: dsiebert@alford.com Subject: List of Restricted Funds Selected for AG Review & Revised Charts

All: Following up on our conference call earlier today and subsequent conversations with David, I have attached a list of the restricted funds held by SMCF that we recommend the Board approve for AG review. You will see that in a few cases the request for Board approval is conditional depending on the outcome of additional research. I have also attached revised versions of the two charts David circulated previously listing the Foundation's restricted funds. I have edited some chart entries to reflect my conversations with David. On Set #1 of the restricted funds, I have modified the recommendations for funds #73, 93, 113, and 114. I realize that the Board has already review Set #1, but the modified recommendations should not present a problem: the recommendations for funds 73, 113 and 114 have been modified to explain that the funds should be approved for AG review, and the modification to fund 93 is minor. On Set #2, I have modified the recommendations for funds 13,25,26,29,49,58,59, 79,81,88,92, 100,101, 106,and 107-110.

5

For purposes of the Board meeting tomorrow, please note that although we refer to seeking "AG approva!" for ,. release of restrictions, technically the release is sought from the appropriate local court (presumably, the San Mateo Superior Court Civil Division) with notice to the AG. As a practical matter, it has been my experience that institutions work closely with the AG's office in seeking a release of restrictions from the beginning of the process. Please let me know if you have any questions.

Best, Morey

Carolyn 0. (Morey) Ward ROPES & GRAY LLP T + 1 202 508 4645 I F + 1 202 383 9866 One Metro Center, 700 12th Street, NW1 Suite 900 Washington, DC 20005-3948 Norey, Ward @rooesgray .com htto: 1/www .ronesqray.com/

Circular 230 Disclosure (R&G): To ensure compliance with Treasury Department regulations, we inform you that any U.S. tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. tax-related penalties or promoting, marketing or recommending to another party any tax-related matters addressed herein.

This message (including attachments) is privileged and confidential. If you are not the intended recipient, please delete it without further distribution and reply to the sender that you have received the message in error.

6

ROPES & GRAY LLP

ONE METRO CENTER

700 12TH STREET, NW, SUITE 900

WASHINGTON, DC 20005-3948

WWW.ROPESGRAY.COM

MEMORANDUM

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE

DATE: December 10,2012

TO: Tina Aim

FROM: Carolyn 0. Ward

CC:

Carolyn 0. Ward T +I 202 508 4645 morey. ward@ropesgray.com

Jolm Chesley

SUBJECT: Seton Medical Center Foundation Restricted Funds Review Project

In 2010, David Siebe1i, who was the interim Vice President of Development of the Seton Medical Center Foundation (the "Foundation"), requested our assistance in developing reconm1endations for approximately 115 funds held by the Foundation as restricted funds. David reviewed the Foundation's files for the funds and provided us with information about evidence of any donor intent regarding restrictions on the use or the permanent endowment status of the funds. In many cases, there was little documentation regarding the establishment of the fund. We worked with David to group the funds as follows: (I) funds that would be continue to be maintained as permanently restricted endowment funds, (2) funds that could allocated to Seton Medical Center ("SMC") or an affiliated entity, in some cases, subject to a restriction on the use of the funds, (3) funds that needed additional information before a recommendation could be made, and ( 4) funds for which it would be appropriate to seek California Attorney General ("CA AG") review and a court release of donor restrictions so that it would no longer be necessary to treat the funds as permanently restricted endowment fund. It is our understanding that the Foundation put the fund review process on hold in late 2010 and then restmied the project earlier this year.

We have discussed several funds over the last few months. Recently, you provided us with documentation regarding the establisluuent of certain funds. You requested that we provide a more formal response regarding the options for the funds that we have discussed and that we note any questions that should be answered before developing recommendations for the future handling of the funds. This memorandum briefly reviews the relevant California law goveming the formation, management, and expenditure of donor-restricted funds. It also lists the funds we have discussed recently and provides our thoughts on options for the funds.

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The Unifmm Prudent Management ofinstitutional Funds Act and Charitable Trust Doctrine

In July 2006, the National Conference of Cmmnissioners on Unifmm State Laws ("NCCUSL") approved the Uniform Prudent Management ofinstitutional Funds Act ("UPMIF A") and recommended it for enactment by the legislatures of the various states. UPMIFA is designed to replace the existing Uniform Management ofinstitutional Funds Act, which was approved by NCCUSL inl972 and enacted in 47 states. UPMIFA became effective in California ("CA UPMIFA") on January 1, 2009. 1

CA UPMIF A governs the investment and management of funds held by charitable institutions and the expenditure of funds donated as "endowments" to such institutions. Specific provisions ofCA UPMIFA apply to "endowment funds." CA UPMIFA defines an "endowment fund" as

[A fund held by an institution for exclusively charitable purposes] or part thereof that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis. The term does not include assets that an institution designates as an endowment fund for its own use.2

With regard to specific wording necessary to create an endowment fund, CA UPMIFA explains that

Terms in a gift instrument designating a gift as an endowment, or a direction or authorization in the gift instrument to use only "income," "interest," "dividends," or "rents, issues, or profits," or "to preserve the principal intact," or words of similar impmt have both of the following effects:

1. To create an endowment fund of permanent duration unless other language in the gift instrument limits the duration or purpose of the fund.

2. To not otherwise limit the authority to appropriate for expenditure or accumulate under [the CA UPMIFA subdivision governing appropriation or accumulation of amounts held in an endowment fund] _3

CA UPMIFA applies retroactively to all endowment funds existing on its effective date of January 1, 2009, and to all new endowment funds created thereafter.4

Under CA UPMIFA, an institution can appropriate for expenditure or accumulate so much of an endowment fund as it deems prudent after considering the donor's intent as expressed in the gift instrument and the following factors:

1. the duration and preservation of the endowment fund;

1 Cal. Prob. Code§§ 18501-18510 (West 2009). 2 Id. at 18502(b). Note that CA UPMIFA defmes "gift instrument" to include an "institutional solicitation." Id. at 18502(c). 3 Id. at 18504(c). 4 Id. at 18508.

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2. the purposes of the institution and the endowment fund;

3. general economic conditions;

4. the possible effect of inflation or deflation;

5. the expected total return from income and the appreciation of investments;

6. other resources of the institution; and

7. the investment policy of the institution. 5

CA UPMIFA includes a provision that creates a rebuttable presumption of imprudence for spending more than seven percent of the value of an endowment fund in one year (calculated by valuing the fund at least quarterly and averaging values over a period of not less than three years).6 It is important to note that the donor-restriction requirement and the endowment spending rule of CA UPMIFA apply only to "endowment funds" as defined by the statute and thus do not apply to amounts designated by the Foundation's governing board as endowment.

CA UPMIF A also includes a provision that permits an institution to release or modify a restriction contained in a gift instrument in the following circumstances:

1. The donor consents in writing to a release or modification of the original restriction?

2. A court may modify or release a restriction contained in a gift instrument regarding the use or investment of an endowment fnnd if the restriction has become impracticable, wasteful, or under certain other circumstances. The institution must notify the CA Attorney General's office ("CA AG") of the application to the court and give theCA AG an opportunity to participate in the action.8

3. For a fund that was established more than 20 years ago and has a value ofless than $100,000, the institution may release or modify a restriction contained in a gift instrument regarding the management, investment or use of a fund if the institution (a) determines that the restriction is unlawful, impracticable, impossible to achieve, or wasteful, (b) provides notice to theCA AG and the donor at the donor's last known address in the institution's records and then waits for 60 days, and (c) uses the assets in the fund in a manner consistent with the charitable purposes expressed in the gift inshument.9

The last option listed above is sometimes referred to as the "small-and-old fund release procedure."

CA UPMIF A does not include penalties for violations. However, state attorneys general are empowered to enforce donor restrictions on gifts to charitable organizations. They are also are

5 !d. at 18504(a). 6 !d. at 18504( d). 7 !d. at 18506(a). 8 !d. at l8506(b) and (c). 9 !d. at 18506( d).

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authorized to challenge what they perceive to be imprudent spending decisions from endowment funds. In addition, donors and beneficiaries occasionally bring actions to enforce endowment or purpose restrictions on gifts, although they do not have standing to do so in most states. In California, it is possible under certain circumstances for an officer or director of a corporation to bring an action to enforce the terms of a gift. 10

The Foundation should also be aware of the charitable trust doctrine as atiiculated in California case law. The charitable trust doctrine is commonly recognized as it applies to gifts explicitly restricted to ce1iain uses by the donor (i.e., restricted gifts). The doctrine generally provides that such gifts, if accepted, are subject to any valid legal restrictions imposed by the donor at the time of the contribution. In California, however, the charitable trust doctrine has much broader application, including where the donor does not explicitly impose any restriction on the gift.

The California Supreme Comi originally reasoned that donor intent and donor restrictions need not be express but could be inferred from donee representations that are written and formal. 11 The charitable trust doctrine has developed further in California and has dropped the requirement that donee representations be written and formal and accepted them as equivalent to express donor restrictions even where they are oral and informal. Thus, where a charitable organization changes its charitable purposes, the doctrine provides that the umestricted gifts that the charity received prior to the change in charitable purposes must be used solely for the declared charitable purposes at the time the gifts were accepted. The rationale behind the doctrine is that a donor made a gift to the charity in reliance that such gift would be used exclusively to fi.niher the charity's public representation of its charitable purposes. 12 A charity may publicly represent its charitable purposes in its organizing documents (e.g., articles of incorporation and bylaws), exemption applications, information returns (e.g., Form 990), and fundraising materials.

Comments/Questions/Recommendations on Specific Funds

We have listed below several fi.mds that we have discussed in recent months. In most cases, we have not repeated David's notes regarding the funds from his spreadsheets in the comments below, but it may be usefi.J! to review the spreadsheet notes in conjunction with this memorandum. We have stated below if we have reviewed any documents from the Foundation's files regarding a fi.md.

10 Cal. Corp. Code§ 5142 (West 2011). 11 See In Pacific Home v. County of Los Angeles, 41 Cal. 2d 844, 852 (1953). In Pacific Home, the Califomia Supreme Court stated: "All the assets of a corporation organized solely for charitable purposes must be deemed to be impressed with a charitable trust by virtue of the express declaration of the corporation's purposes, and notwithstanding the absence of any express declaration by those who contribute such assets as to the purpose for which the contributions are made. In other words, the acceptance of such assets under these circumstances establishes a charitable trust for the declared cmporate purposes as effectively as though the assets had been accepted fi·om a donor who had expressly provided in the instrument evidencing the gift that it was to be held in trust solely for such charitable purposes." 12 See Holtv. College of Osteopathic Physicians and Surgeons, 61 Cal. 2d 750 (1964); Queen of Angels Hospitalv. Younger, 66 Cal. App. 359, 368 (1977).

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#29 Swan Estate ($780): Claire Reilly of your office provided a copy of the file containing, among other items, a copy of Ms. Swan's will. There is no language in the will indicating that Ms. Swan intended the bequest to be maintained as a endowment fund, although the will states that the funds should be used for SMC's oncology program. Consequently, the Swan Estate is not a permanently restricted endowment fund and can be spent in full at any time for oncology-related costs.

#58 West Bay Home Health ($71,683): In 2010, David raised the possibility that West Bay was a program of SMC and not a separate entity. Assuming that the funds for #58 were donated to SMC for its own program and not held by for another entity, the Foundation's board might determine that it would be permissible to spend the funds for current home health programs that are consistent with those conducted by West Bay. It would be advisable to confirm that West Bay was and is not a separate entity from SMC and that there are no donor documents indicating that the fund should be held as a permanent endowment.

#59 Williams Special Fund ($9,478): Claire Reilly provided a copy of the file, which contains documents regarding distributions from the estate of William Bliss to "St. Catherine Hospital Seton Medical Center Coastside." Based on the documents in the file, which include the order of the Superior Court settling the estate, there is no evidence that Mr. Bliss intended to impose purpose or endowment restrictions on the bequest. It is unclear why these distributions were attributed to a fund called "Williams Special Fund," and it would be helpful to see if there is any additional information available about this fund. Although the documentation regarding the fund is confusing, it may make sense to use the "small-and-old :fimd release procedure" described above for this fund.

#73 Capital Campaign ($218,546): According to David's notes, Foundation board minutes from 1998 state that the San Francisco Heart and Vascular Institute ("SFHVI") capital campaign was abandoned sometime before 1988. It is my understanding that Foundation personnel have been unable to find gift instruments or solicitation materials related to the campaign. I assume that assets in this fund were solicited and contributed for past SFHVI capital campaigns, but please let me know if you disagree. Because we cannot be sure that the :fimd can be expended in a manner consistent with any donor-imposed restrictions, the safest course of action would be to seek court approval to use the funds for an alternative use that is as closely related as possible to SFHVI capital improvements. Depending on the proposed use of the funds, the Foundation's board might conclude that the use is essentially equivalent to capital improvements for SFHVI and that court approval of the proposed use is unnecessary. However, as noted above, the charitable trust doctrine has been interpreted expansively by California courts. It is possible that the CA AG would take the view that funds solicited for the purpose of SFHVI capital improvements cannot be used for any other purpose unless the original use has become illegal, impossible or impracticable and an alternative use has been approved by a comi in a cy pres!UPMIF A action.

#88 ACS/Lily Fund ($4, 1 03): It is my understanding that Foundation personnel have been unable to locate gift documents for this fund. There are at least three options for this fund. First, ifthere is evidence that the :fimd was estal.ilished more than 20 years ago, the Foundation could consider using the small-and-old fund release procedure. Second, if there is no evidence that the fund was created more than 20 years ago, the Foundation could apply to the comi using the CA UPMIFA procedure outlined above for a release of the fund so that the fund could be applied to a purpose selected by

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the Foundation. However, you may wish to make the board aware that an application to the court and notification of theCA AG in a situation where the Foundation does not have records regarding gifts could have unintended consequences. For example, it is possible that theCA AG's office would decide to review the Foundation's current recordkeeping systems. It would be a good idea to have a conversation with theCA AG's office on a no-names basis before pursuing a release or modification action to get a sense of their reaction to the Foundation's situation. Finally, the Foundation's board could determine that the absence of any gift documentation tends to indicate that the fund was restricted by board action (i.e., a board-restricted endowment fund) and consequently that the Foundation no longer needs to maintain the fuild as a permanently restricted endowment fimd. However, the application of the charitable trust doctrine in this situation is unclear, and there is some risk that theCA AG would view such a decision by the Foundation's board as inappropriate if it were ever reviewed.

#1 00 Harney Endowment ($500,000) and #25 Harney Endowment Earnings: It is my understanding that the Foundation's file contains notes regarding Ms. Hamey's will but no copy of the will itself or other gift documents. The Foundation's notes state that the will provided for a bequest of $300,000 to be used for the care and treatment of the needy at the Pauline E. and Charles L. Harney Clinic, which was intended to provide care for oncology patients. Ms. Harney apparently also made various gifts to SMC for maintenance of the Harney Radiation Clinic, which was a clinic for indigent oncology care. Another note in the file indicates that the Hamey Clinic was never built. There is no evidence in the file that the bequest or other amounts donated by Ms. Harney were required to be held as a permanently restricted endowment fimd, but it might be wmih trying to obtain a copy of Ms. Harney's will from comi records in the county where she lived to see if we can get any more information about the bequest to the Foundation.

It is unclear why a separate fimd was established to hold endowment earnings, but it is my understanding that fund #25 no longer exists. I assume it was spent for indigent oncology patients, but please let me know if there are still questions about the endowment earnings fimd. If the Foundation is unable to obtain a copy of Ms. Hamey's will, its options with respect to fund #100 are:

1. Continue to treat the fimd as a permanently restricted endowment fund and spend amounts appropriated from the fund for the care of indigent oncology patients. If the Foundation follows this approach, it might make sense to review the Foundation's endowment fund management procedures to ensure that they are being invested and managed in a manner consistent with CA UPMIFA (i.e, appropriation of no more than 7% of the value of the fund each year and an evaluation of the factors listed in the statute).

2. If the Foundation does not want to maintain the Harney Endowment as a permanently restricted endowment fund, it could notify the CA AG that it intends to apply for a release from what it believes is a donor-imposed restriction to maintain the fund as a permanent endowment fund and file for such a release with the San Mateo Superior Comi (following theCA UPMIFA procedures). As with some other funds discussed above, this approach presents a somewhat strange situation, since the Foundation is

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unable to provide evidence that the fund is subject to a donor restriction that it be held as a permanently restricted endowment fund. Presumably, we would explain that the Foundation has opted to assume that the fund is a permanently restricted endowment based on its long treatment of the fund in that manner. As noted above with regard to the ACS!Lily Fund, there is always some risk that involving theCA AG's office will result in a broader review ofthe Foundation's operations, but we anticipate that theCA AG's office would understand the Foundation's interest in cleaning up its funds and would not respond negatively.

3. Finally, the Foundation's board could determine that the absence of any evidence that Ms. Harney intended for her bequest to be maintained as a permanently restricted endowment fund indicates that the fund was restricted by board action and consequently that the Foundation no longer needs to maintain the fund as a permanently restricted endowment fimd. Please note that we do not recommend this approach without attempting to obtain a copy of Ms. Harney's will from court records because, if the board's action were ever reviewed by theCA AG, it would be impmtant to demonstrate either that the will was not obtainable or that the will did not require the bequest to be maintained as a permanently restricted endowment fund.

#101 Mahoney Endowment Fund ($247,855) and #26 Mahoney Endowment Earnings ($139,979): David's notes from 2010 state that there is "sufficient documentation to suppmt this endowment" and that the plan was to maintain the fund as an endowment fund for the present. You have asked whether it would be permissible for the Foundation to spend the earnings fimd (#26) in fi1ll for charity care.

Ifthe assets in the earnings fund are no longer part ofthe underlying endowment fund (#101) from a legal perspective (rather than as an accounting matter) and no longer need to be treated as permanently restricted, then the earnings fund can be spent in fill!. Alternatively, if the assets in the earnings fund remain part of the underlying endowment fund from a legal perspective, then the eamings fund should be treated as permanently restricted and should not be expended in full. If the earnings fimd is still part of the underlying endowment fund, the Foundation's board would need to make a determination regarding the prudent amount to be spent from the fimd each year, subject to the seven percent rebuttable presumption of imprudence, as described above in the discussion of CA UPMIFA.

The determination of whether the assets in the earnings fund remain pat1 of the underlying endowment as a legal matter (despite being held in a separate account) depends on the Foundation's actions in moving amounts from the Endowment Fund to the earnings fund. Under CA UPMIFA, the assets in an endowment fund-including accumulated earnings-are treated as donor-restricted assets until they are "appropriated for expenditure" .13 Neither CA UPMIF A nor the uniform version of UPMIF A define the term "appropriated for expenditure," but the term is generally understood to mean that fimds are allotted or set aside for a particular purpose. The usual, but not exclusive, malltler of "appropriating for expenditure" is for an organization's board to take formal

13 Cal. Prob. Code§§ l8504(a).

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action on regular basis to move a certain amount (often a percentage of the account) into a separate account that holds the funds in liquid investments until they are spent within a relatively short period of time. In situations where there is no formal action by the board to appropriate funds, the question of whether appropriation has occurred becomes murky. The answer may depend on how the earnings were allocated to the separate fund and how the earnings fund has been managed.

If the Foundation can demonstrate that the board (or a committee of the board) took some action to allocate the earnings to the separate fund in order to set them aside for expenditure, it should be feasible to argue that the assets in the earnings fund were "appropriated" for expenditure, despite the fact that they have not actually been expended. The appropriation argument would be augmented if income has been moved into the earnings fund on a periodic basis because regular movement of assets from the endowment fund looks like the Foundation has a policy (even if not formal) of sweeping earnings into a separate account. It would also be a helpful fact if the earnings fund is invested differently and for greater liquidity (e.g., in money market funds) than the underlying endowment fund. If instead the earnings fund was created by a one-time movement of funds, perhaps as a result of an accounting change as discussed below with respect to fund # 111, and if the earnings fund is invested in the same manner as the endowment fund, the argument that the Foundation has "appropriated funds for expenditure" becomes weaker, and it becomes harder to support the position that the assets in the earnings fund are no longer permanently restricted.

#102 Molera Endowment ($1,961,752): You have provided documentation regarding the Molera endowment indicating that a bequest was made from the estate of Ms. Mol era to Mary's Help Hospital, which changed its name to SMC. There is sufficient documentation in the file to indicate that Ms. Molera's intent was that the bequest be maintained as a permanent endowment fund to be used "so far as possible, for the benefit of needy and worthy persons, preferably the elderly .... " It is not clear from the documents provided how much the bequest was wmih, but it may be possible to determine the original value of the endowment fund from other records. You have asked whether it would be acceptable for the Foundation to make a retroactive appropriation from the fund for charity care. It is my understanding that, unlike Harney and Mahoney, no separate fund was used for earnings attributable solely to the Molera endowment. However, you have suggested that income from the Mol era endowment has been moved to fund #111 (discussed below), which appears to be a consolidated earnings fund for several endowments.

As an initial point, it would be helpful if we could confirm that the consolidated earnings fund # 111 includes income from the Molera endowment. In addition, as with the Mahoney endowment, it would be helpful to understand how earnings on the Molera endowment are allocated and whether the board has taken any action to appropriate earnings from the Molera endowment fund. If earnings from the Molera endowment plausibly can be said to have been "appropriated for expenditure" (see the discussion above regarding the Mahoney endowment) and placed in fund # 111, then at least a pmiion of the assets in fund # 111 can be spent for charity care.

It is possible for the Foundation's board to appropriate an amount greater than seven percent of the value of the Molera endowment fund (#102) for charity care. However, before doing so, the Foundation should gather as much infmmation as possible about the management of the fund so that it would be prepared to rebut an assertion that it had acted imptudently pursuant to the requirements

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of CA UPMIF A. In addition to the prudent spending factors listed inCA UPMIF A, I recommend that the board consider the following: the original value of the fund (if available), any information about past expenditures from the fund, the timeframe for allocations of income from the Molera endowment to the consolidated earnings fund # 111 (assuming that income has been so allocated), and what decision has been made about expenditure of assets in # 111 (again, assuming some amount of fi.md # 111 is attributable to the Molera endowment). If the board concludes, for example, that significantly less than seven percent of the value of the Molera endowment has been spent over the years, then it might be appropriate to conclude that a larger than normal appropriation is appropriate and could be suppotted if challenged by the CA AG as imprudent.

#1 04 Walch ($25,000): You have provided a copy of the 1994 Walch Charitable Remainder Unitrust, which states that distributions from the Unitrust to the Foundation are for capital projects. There is no indication in the Unitrust document that the donor intended the distributions to be maintained as permanently restricted endowment. It would be fine for the Foundation's board to decide to discontinue treating the fi.md as a permanently restricted endowment fund.

#111 SMC Investment Income Fund ($951,748): According to Alice Huang of the Central Business Office, fi.md #111 is a consolidated earnings fund for the Foundation's permanently restricted endowment funds (fimds #100-106). 14 Fund #111 apparently was created in 2007 as the result of an accounting change recommended by Deloitte & Touche. Alice provided us with a memorandum dated November 1, 2007, which explains that because the investment portfolio of the Daughters of Charity Health System would begin to be treated as a trading pmtfolio (rather than as a non-trading portfolio), all realized and unrealized gains and losses, except those of temporarily and pennanently restricted funds, "will be reclassified to investment income included in revenues in excess of expenses ... on the consolidated statements of operations and changes in net assets." The 2007 memo does not provide any specific information about the creation of fund # 111, but Alice indicated that the accounting change was the basis for the formation of the fund. The 2007 memo also does not address how earnings on permanently restricted fimds were handled prior to the accounting change. You have asked whether it would be possible to spend fund #Ill in filii.

As discussed above with respect to the Mahoney endowment fimd, the Foundation may expend amounts from permanently restricted endowment fimds that have been "appropriated for expenditure." To the extent that amounts are moved regularly from the permanently restricted endowment funds into fimd #111, it may be possible for the Foundation to take the position that earnings have been appropriated. This position would be strengthened if there is any evidence of fmmal action by the Foundation's board to determine an amount that should be moved to fi.md #111 or acknowledgement by the board of a policy of moving earnings to fund # 111. As noted above with respect to the Mahoney endowment fund, it would also be a help fill fact if fund # 111 is held in more liquid investments than the underlying endowment funds. If, alternatively, there is no indication that the board has ever had any involvement in or awareness of the periodic movement of

14 Although fund #Ill has been linked with all six permanently restricted endowment ftmds in our conversations, it is not clear if fund #Ill holds eamings attributable to the Hamey (#100) and Mahoney (#101) endowments, which each had its own eamings ftmds.

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earnings into fund #111, and the sweep of earnings to fund #111 appears to be done solely as an accounting matter, it becomes harder to argue that earnings have been appropriated for expenditure.

* * * We hope this memorandum provides a useful overview of the relevant law applicable to permanently restricted endowment funds and answers your questions about the options for ce1tain of the Foundation's endowment funds. As noted above, in most cases it would be helpful to continue to collect information about the fmmation and management of the funds before making final determinations about expenditures from and future management of the funds. We would be pleased to help in any way with this process.

********************************************

IRS Circular 230 Notice

To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. tax advice contained herein is not intended or written to be used, and cam10t be used by any taxpayer, for the purpose of avoiding U.S. tax penalties.

********************************************

10 32554529_2

Ahn, Tina (SMC)

From: Sent: To: Subject: Attachments:

Ward, Carolyn 0. <Morey.Ward@ropesgray.com> Wednesday, March 20, 2013 12:18 PM Ahn, Tina (SMC) Restricted Funds -- Harney Endowment Fund Pauline Harney Will.pdf

Tina: I have attached a copy of the will of Pauline Harney that we obtained from the Superior Court in San Francisco. The bequest to Seton Medical Center is addressed in article Fourth, paragraph (bb) on page 4. The bequest is for $300,000 and is restricted for use "for the care and treatment of the poor and needy at its Pauline E. and Charles L. Harney Clinic." The good news is that the gift clearly is not permanently restricted to the endowment so the full amount in the Harney fund can be spent currently. The bad news is that the gift is restricted to use at the Harney Clinic, which I think may not exist. If the Clinic existed at one point and has been folded into a hospital department, it would probably be fine to allocate the funds to that department. If the Clinic never existed, the conservative approach would be for the Foundation to notify the California AG and seek a release from the San Mateo court.

In our last call we also discussed, the "Capital Campaign" fund (#73). Did you have any luck tracking down a copy of a merger agreement between SFHVI and Seton?

I'll be out of town starting this Friday for a week, but would be happy to have a call when I return.

Best, Morey

Carolyn 0. (Morey) Ward ROPES & GRAY LLP T +1 202 508 4645 I F + 1 202 383 9866 One Metro Center, 700 12th Street1 NW, Suite 900 Washington, DC 20005-3948 t'-1orey. Ward@ropesgray.com www.ropesqray.com

Circular 230 Disclosure (R&G): To ensure compliance with Treasury Department regulations, we inform you that any U.S. tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, for the purpose of avoiding U.S. tax-related penalties or promoting, marketing or recommending to another party any tax-related matters addressed herein.

This message (including attachments) is privileged and confidential. If you are not the intended recipient, please delete it without further distribution and reply to the sender that you have received the message in error.

1

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\

'Ahn, Tina (SMC}

From: Ward, Carolyn 0. <Morey.Ward@ropesgray.com> Wednesday, July 03, 2013 7:11 PM Sent:

To: Ahn, Tina (SMC) Subject: RE: follow-up; PRIVILEGED AND CONFIDENTIAL/ATTORNEY CUENT PRIVILEGE

Tina: I've had a chance to review the documents you provided and to follow up on your email below. Here's a summary of where I believe we stand on several of the restricted funds:

1. Harney Endowment: On June 18, we discussed the fact that pursuant to the will of Pauline Harney, Ms. Harney's bequest is not permanently restricted to the endowment so the fufl amount in the Harney endowment fund can be spent currently. However, we also discussed the fact that the bequest was restricted for use at the Harney Clinic, which I believe {based on other documents) was probably to provide indigent oncology care. There is no Harney Clinic currently, but you thought there might be a plaque or some other recognition of the Harney Clinic, which perhaps has become part of a hospital department. Even if there's no evidence of a Harney Clinic, it would probably be reasonable for the Foundation's Board to allocate the funds to SMC restricted to care of indigent oncology patients. Will you let me know If you need a more definitive statement from me about the transfer of the funds?

2. Mahoney Endowment Earnings and the SMC Investment Income Fund: We have been unable to get a clear answer to the question of how the Mahoney Endowment Earnings and the SMC Investment Income Fund were created and how they are managed and invested. The amount recorded for the Mahoney Endowment Earnings fund has not changed recently, so any earnings on the Mahoney Endowment Earnings {and probably earnings on the Mahoney Endowment as well) are presumably being credited to another fund, perhaps the SMC Investment Income Fund. As we have previously discussed, if the assets in the Mahoney Endowment Earnings and the SMC Investment Earnings Fund (together referred to as the "Earnings Funds") were not "appropriated for expenditure" by the Foundation's board, then UPMIFA provides that the assets in the Earnings Funds attributable to permanently restricted endowment funds (like Mahoney) continue to be treated as permanently restricted and would be subject to the UPMIFA spending limitations outlined in my December io, 2012, memo unless there's a provision in the gift agreement that overrides the UPMIFA provision.

You asked whether it would be possible for the Hospital's board to decide to spend from the Earnings Funds. do not interpret either CA law or the Foundation's bylaws as giving the Hospital (as the Corporate Member) the right to transfer assets from a fund that belongs to the Foundation without a prior decision by the Foundation's board to do so. In a crisis situation the Hospital could perhaps transfer funds without Foundation approval and then have the Foundation board ratify the action later1 but I wouldn't recommend this approach. The Hospital, acting as the Foundation's corporate member, can "approve the transfer of funds, by gift or loan, between the [Foundation] and one or more other Affiliates of the Corporate Member and [the Foundation] or to any other person or entity other than in accordance with the System Authority Matrix ... " Thus1 once the Foundation's board has decided to transfer funds, the Hospital acting as the Corporate Member, can approve or reject the transfer. This interpretation is consistent with CA corporate fiduciary obligations, which require a corporation's board to be primarily responsible for management of the corporation's assets. The Foundation's bylaws also provide that the Hospital (as the Corporate Member} may "[e]stablish policy and procedures concerning finance and resources for the [Foundation] .. /' This second provision could be interpreted as stating that the Hospital could establish a polfcy for the Foundation that provides for the periodic transfer of funds to the Hospital, but I would sti!l recommend that the Foundation approve the transfers in order to ensure that they are in the best interests of the Foundation.

1

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From my perspective, the only truly safe option for the Earnings Funds is to treat them as permanently restricted and have the Foundation's board authorize annual expenditures/transfers from them that com'ply with theCA UPMIFA 7% imprudence threshold. The other possib!llties are: (1) ask for CA Attorney General/court approval to treat the earnings funds as available for transfer to and immediate expenditure by SMC based on an argument that such action is consistent with the donors' intent that the income on the funds be used to support SMC; or (2} have the Foundation's board decide that the assets in the Earnings Funds can be treated as not subject to any endowment restriction and transferred to SMC without AG/court approval, because the Hospital has a policy (or at least a practice) of moving income earned on endowment funds into a separate account with the intention presumably that it be available for expenditure and because expenditure of the Income earned on the endowment funds is consistent with the donors' intent. Both of these options present some risks. I am concerned about asking for AG/court approval to treat the Earnings Funds as completely unrestricted because I think the Hospital's records may be confusing, the Foundation may end up looking like it doesn't understand how to manage permanently restricted assets, and any argument for treating the funds as fully expendable on a current basis may be on persuasive. I'm also worried about the second alternative, which requires the Foundation's board to take responsibility for a serious matter that could create llabillty If the AG were to determine that the directors had violated their fiduciary obligations and/or CA UPMIFA in deciding that the Earnings Funds were not restricted and could be transferred. I recommend that we discuss

the Earnings Funds with John before taking any action.

3. Funds for SFHVI (Capital Campaign, SFHVI Ascension Health Valuation Reserve, SFHVI Investment Income and SFHVI Other): My understanding is that SFHVI currently operates as a department of SMC rather than as a separate entity. Based on the documents you provided with your email below and other information I dug up, it looks like SFHVI was never dissolved as a corporate entity or formally merged into SMC. It still exists as a corporation in the records of theCA Secretary of State, theCA AG's listing of charities, and the IRS list of public charities. It does not make filings with any of these entities, and Its corporate status has been suspended by the CA Secretary of State. I recommend that we seek AG/court approval to transfer the funds to SMC for appropriate purposes. It's possible that this can or should be done in conjunction with a formal dissolution of SFHVI. Again, this is an issue that we should discuss with John.

4. Zapolanski: There's an email from David Siebert to Robynn Van Patten dated Dec. 16, 2010, which states that the Foundation received a response from the donor authorizing the amended use of funds for the Zapolansk!

Endowment and the Zapolanskl Endowment Earnings.

5. Ascension Health Valuation Reserve Funds and "Other'' Funds: I'm not aware of any information about how these funds were formed (i.e., board restricted v. donor restricted) but I have no reason to conclude that David Siebert's recommendations from 2010 regarding these funds aren't still valid. In each case, David recommended that, unless SMC or the Foundation was able to !ocate information about how the funds were formed, the funds

should be included on the list to be discussed with the AG.

Please let me know if you have any questions or would like to discuss in more detaiL I hope you have a· terrific 41h of

July.

Best, Morey

Carolyn 0. (Morey) Ward ROPES & GRAY LLP T +1 202 508 4645 I F + 1 202 383 9866 One Metro Center, 700 12th Street, NW, Suite 900 Washington, DC 20005-3948 Morey. Ward@ropesqray.com www .ropesgray.com

Circular 230 Disclosure (R&G): To ensure compliance with Treasury Department regulations, we inform you that any U.S. tax advice contained in this communication (Including any attachments) was not intended or written to be used, and

2

•'.

Trustee, if at a later date, THOMAS HOEGEL or such other successor

Trustee, is unable or ceases to act as Trustee. Such designation

shall be made in writing and delivered to and held in the records

of the Tru.stees or Successor Trustee.

ARTICLE SEVEN

Upon the date of death of the survivor of the Trusters, this

trust shall end, and all of the then principal and income of the

Trust Fund (other than any amount due either of the Trusters, or

their estates under the provisions above) shall be distributed free

of this trust to the following charitable organizations in the

following percentages:

l) Forty percent (40%) to SETON HEALTH SERVICES FOUNDATION of

Daly City, California for capital projects;

2) Fifteen percent ( 15%) to the CALIFORNIA ACADEMY OF

SCIENCES of san Francisco;

3) Fifteen percent ( 15%) to the SAN FRANCISCO ZOOLOGICAL

SOCIETY for the building program;

4) seven percent (7%) to the HANNA BOYS CENTER of Sonoma,

California;

5) Seven percent (7%) to the AMERICAN RED CROSS BAY AREA for

their use in the Bay Area;

6) One percent ( 1%) to the ROMAN CATHOLIC ARCHDIOCESE for use

of the ROMAN CATHOLIC MISSION in Brisb.ane, California;

8

' '· ,.• .t·,

Toeniskoetter&Breeding Inc. CONSTRUGION l.l< No.4340Z9

--------- --1%0 The.Aiamecta, Sillte·:m. San )ose~C<~Iifornia-95-t-26--­(408) 246-3691

June 27, 1991

Sister Elizabeth Parham, Chairman Board of Directors Seton Medical Center 1900 Sullivan Avenue Daly City, CA 94015

Dear Sister Elizabeth,

\

D.C. JUN 2 8/991

Recognizing the need of Seton Medical Center for charitable support, we wish to pledge $10,000.00 a year for the next five years, for a total contribution of $50,000.00. This gift is to be used for research and education programs at the San Francisco Heart Institute. Our gift is to establish an endowment fund to support research at the Heart Institute under the name of 11 Toeniskoetter & Breeding,Inc. Research and Education Fund at the San Francisco Heart Institute."

An initial payment of $10 1 000.00 will be made on or before December 31, 1991 with the balance to be paid in four (4) installments of $10,000.00 each, on or before December 31, of the following four years,

Sincerely,

~oetter

(., - l- "1 -'1 J Date

CJT: sb

Attachment: Request for funding letter dated February 6, 1991

'·· . ' .

Jill~ !! ~~ ....,_..., H.

~!!§ . . H ~ c; uz D v ;z 10 -~--S_e_ton~_d!c_alfrnter __ ·---------·--F-&8--f-J-mr--· --···--·

February 6, 1991

Mr. Charles J. Toeniskoetter Mr. Daniel L. Breeding Toeniskoetter & Breeding 1960 The Alameda, Suite 20 San Jose, CA 95126

Dear Chuck and Dan:

-J. 8. /.

The close relationship between the Daughters of Charity and Toeniskoetter & Breeding goes back many years. Few are more ~.,ell aware than you of the Daughters' Mission and how it is realized through the care given in our hospitals.

As you know through your good firm's involvement in the construction of Seton's Catheterization Laboratories, one of the country's leading centers for cardiac research and education, the San Francisco Heart Institute, is located on the campus of Seton Medical Center. Since its founding, the physicians at the Institute have pursued three goals: to restore to health those who suffer from cardiovascular disease, to find better and more innovative ways of treating this dreaded killer, and to share their expertise and research findings with physicians all over the world.

Request for support

We respectfully request that you consider a gift of $50,000 payable over five years to establish an endo~~ent fund to support research at the Heart Institute.

The Toeniskoetter and Breeding Research and · Education Fund at the San Francisco Heart Institute

prudently invested, will generate annual income which will permanently and perpetually help to meet the capital and operating expenses associated with the Heart Institute's research programs.

&.'1<'0 M<'dl.:al C"'11er:

Set<'ll Mt\lf:al {\11!c·t. Sl Coilu.'fill< HGSj)!tal 011 H•lf :.looo e.ay. S:!n ~·""''"'~ H<•n lflSIIIUI< • S:!n frands.:u $p!O< lmtiiii!C

S'1.·(~f'1 MoJi,;~l..J.lllc~.· CL-tn~o•cs • Setan He:ahh S.:f\iC!..>s: fLttrndiltJ.on ·Sewn lnsu1u1~ rix lnt~math'mal Ot.."'\t'k'Pllll'm • ~nrdssu.s f}'l.: Rl!'5carch K."lUUldtnioo

'< d' t'

Mr. Charles J. Toeniskoetter Mr. Daniel L. Breeding

.. _____ ........:._!:.~pruary 6, 1991 Page 2 ----------------------------- ------·---·--·· ···-----

san Francisco Heart Institute

Research is the lifeblood of advances in medical and surgical treatment. The Heart Institute has been at the forefront in developing new procedures which are less costly, less traumatic and more effective than traditional surgery. The Institute's accomplishments and achievements this past year alone include:

o continued research into the use of a surgical laser to open channels in. the heart wall to provide oxygenated blood to the heart muscle -- a technology \'lhich provides hope for patients who have no other surgical alternative;

o great progress on a new, more effective design for a stent -- a support device left inside an artery to hold the wall open. FDA approval has been received to implant the stent in humans under limited circumstances. The outcome for the three individuals receiving this stent has been extremely successful.

o establishment of Seton as one of the nation's leading providers of cardiopulmonary support -- CPS -- a last resort technique used when a patient cannot survive unassisted angioplasty or cardiovascular surgery. CPS has save the lives of over 40 patients at seton.

o sharing information firsthand on procedures used by American cardiologists with three visiting Soviet cardiologists.. Three physicians from the Heart Institute visited Moscow's All- Union Cardiology Research Center last october.-

All researchers must struggle with securing funds to pursue their research. Searching for financing is time-consuming and detracts from the energies devoted to discovering new treatments. Through the establishment of endowment funds, the physicians at the Institute vlill have a Elteady and secure source of research funds.

R~search plans for this year include:

Laser Research - When ang~oplasty and bypass ·surgery are not ·options 1 laser technology can be used to revascularize the heart. Seton is currently not permitted to charge for the use of its laser until final approval (estimated to be t\o;o years) has been received from the FDA. In this interim, when a cardiac patient has no other treatment alternative 1 Seton

Mr. Charles J. Toeniskoetter Mr. Daniel L. Breeding

--~----___Eeb:r_q~_D' 6, 1991 Page 3

provides use of the 1 aser \oli thout reimbursement. Funding is being sought for this research project during its clinical trial phase.

stent Research - The Heart Institute is supporting the research into a stent which vrill provide skeletal support to vessels to prevent restenosis (recurrence of the narrowing of the vessels) in angioplasty patients. Approximately 30% of all patients who undergo PTCA experience restenosis within b;o to three years of treatment.

Research Database Upgrade - An upgrade to the computer system used to collect data on cardiac patients would expand computer memory capacity and provide an interface bet\o;reen the Institute and the Catheterization Laboratory computers.

Funds spent on research can be counted preciselyi the value of the lives saved and kept productive cannot be. Your endowment fund will help assure that this life-giving research will continue.

* * * * Chuck and Dan 1 through your good works we kno\v you share in the belief that great institutions are the responsibility of all who believe in the betterment of their community and that sharing is a way of life.

Building this institution has been the accomplishment of a remarkable and ongoing partnership of support, a partnership of private individuals and organizations \'lith the Daughters of Charity. Insuring the success of our Mission tomorrow requires continuation of this partnership today.

It is only through the generosity of donors like you that the Dauahter.s of Charitv and Seton Medical Center can continue to pro~ide quality patient care and community programs.

The return on your charitable investment will be the medical discoveries and breakthroughs of tomorrow, the resulting changes in practice and technology, the lives savesi all a result of your vision, generosity, kindness and compassion.

, ..

Mr. "Charles J. Toeniskoetter Mr. Daniel L. Breeding February 6, 1991 ____ ...;..Page 4---·---------~- --···-·---··----~-------------·

Should you have any questions about our proposal, please do not hesitate to contact me at 991-6868. Thank you for your time and consideration of our request and for your past support.

Sincerely,

). ~ ~? . /.·-:;--pi ·~-.<::~'-='-·· ~

'sister Elizab~th Parham, D. c. Chairman · Board of Directors

SrEP:sf

i?J;wv~aq Richard K. Myler, M.D. Executive Director of San Francisco Heart Institute and Clinical Professor of Medicine University of California, San Francisco

THE 1994 WALCH CHARITABLE REl1AINDER UNITRUST

This Trust Agreement is entered into between FRANK M. WALCH

and MAY WALCH, husband and wife, as the Trusters and themselves,

FRANK M. WALCH and MAY WALCH, as the Trustees. The Trusters hereby

transfer to the Trustees the property described in Schedule A

attached hereto, all of which property, and all property which may

be added to the trust at any time, is sometimes referred to as "the

Trust Fund," IN TRUST, and the Trustees accept such property and

agree to hold, manage and ·distribute such property of the trust

under the terms set forth in this trust instrument.

ARTICLE ONE

This trust is irrevocable as specified in ARTICLE TEN and

shall be entered on the books and records of the Trustees as THE

1994 WALCH CHARITABLE REMAINDER UNITRUST.

ARTICLE TWO

The Trustees shall pay to the Trusters for so long as they

both shall live, and then to the survivor of them for so long as he

or she shall live, an amount equal to five percent (5%) of the net

fair market value of the trust property valued annually. The

unitrust amount shall be paid from income and, to the extent that

income is not sufficient, from principal. Any income of the trust

in excess of the unitrust payments shall be added to principal.

Except for payments for full and adequate consideration, no

' '

payments other than those provided for in this Article shall be

made to or for the use of any person other than an organization

described in each of Sections 170(b)(l)(A), 170(c), 2055(a) and

2522(a) of the Internal Revenue Code of 1986, as it may be amended

from time to time (hereinafter called "the Code").

The. fiscal and taxable year of this trust shall be the

calendar year. The trust assets shall be valued by the Trustees

each year on the first day of each taxable year. The payments to

the Trustors shall be made quarterly on the last day of each

quarter of the calendar year.

In determining the unitrust amount, the Trustee shall prorate

the same, on a daily basis, for a. short taxable year and for the

period of time a Trustor lives in the taxable year of his or her

death, in accordance with Section 1.664-3(a)(l)(v) of the Federal

Tax Regulations.

If the net fair market value of the Trust Fund is incorrectly

determined upon any valuation, then the Trustees shall pay to the

Trustors or the survivor of them, in the case of an undervaluation,

or the Trustors, or the survivor of them, shall repay to the trust

in the case of an overvaluation, an amount equal to the difference

between the amount actually paid and the amount which should have

been paid if the correct value were used for the Trust Fund. such

payments shall be made within a reasonable period after the final

determination of the correct Trust Fund valuation.

--L,·---

2

I

ARTICLE THREE

The Trustees shall have all of the powers and authority

conferred upon trustees by the law of the state of California in

effect at the time of execution of this instrument. Without

limiting the generality of the foregoing, the Trustees shall have

(a) full powers, in their discretion, to retain any or all of the

property comprising the Trust Fund, to invest and reinvest the

Trust Fund and to purchase or otherwise acquire every kind of

property, (b) the power to acquire and hold trust property in their

own names or in the name of a nominee, with or without indicating

the trust character of the property, and (c) the power to sell all

or any part of the Trust Fund and to do and perform any and all

other acts and things deemed by the Trustees necessary or advisable

in the management of the Trust Fund that may be done by an absolute

owner of property. Nothing in this Agreement shall be construed to

restrict the Trustees from investing the Trust Fund in a manner

which could result in the annual realization of a reasonable amount

of income or gain from the sale or disposition of trust assets. In

determining the net income of any portion of the trust that is

invested in depreciating or depleting assets, the Trustee shall

withhold and add to the trust corpus such reserves for depreciation

andjor depletion as are considered adequate according to accepted

accounting, engineering, and property management principles to

maintain the trust corpus intact.

The determination by the Trustees of all matters with respect

to what shall constitute principal of the trust, gross income

3

·'.

thereof, net income thereof, and the amounts distributable under

the terms of this trust, shall be governed by the provisions of the

Principal and Income Law of the State of California, except as any

such matters may be otherwise provided for in this trust. In

addition to all other receipts which the Trustees shall properly

credit to principal thereunder, the Trustees shall credit to

principal the amount of any and all receipts which, under the Code

as effective at the time of each such receipt, shall be treated as

gain on sale or other disposition of a capital asset (including,

but without being limited to, capital gains distributions on shares

of regulated investment companies). In the event and to the extent

that any such matters relating to what constitutes principal and

income of the trust is not provided for whether in this trust or in

the said Principal and Income Law, the Trustees shall have full

power and authority to determine such matter in their absolute

discretion, and such determination of the Trustees shall be

conclusive upon all persons howsoever interested in this trust.

However, in any conflict with Section 664 or hereafter promulgated

legislative or Treasury requirements for the qualification of this

Unitrust, and for the Trustors' obtaining the full benefit of any

income, gift and estate tax charitable deductions to which the

Trustors (and the Trustors' estates) may be entitled, Section 664

of the Code, the regulations thereunder, and the legislative and

Treasury requirements shall govern.

4

The Trustees are prohibited from exercising any power or

discretion granted under the laws of the state of California that

would be inconsistent with the qualification of the trust under

Section 664(d)(2) of the Code.

ARTICLE FOUR

Additions to this Trust Fund by either of the Trustors or any

other person in the form of property acceptable to the Trustees may

be made at any time, and shall thereafter be subject in all

respects to the terms, provisions and conditions of this Trust

Agreement. For purposes of the taxable year of the trust in which

such an additional contribution is made:

1) If there is no valuation date after the time of the

contribution, the additional property shall be valued at the time

of contribution, and

2) The payments to the Trustors shall be computed by multiplying

the fixed percentage provided for in this Agreement by the sum of

(a) the net fair market value of the trust assets (excluding the

additional property as of the valuation date including any earned

. income from and any appreciation on such property) and (b) that

proportion of the value of the additional property (that was

excluded under subdivision (a) of this subparagraph) which the

number of days in the period which begins on the date of transfer

and ends on the earlier of the last day of the taxable year of the

trust or the date of termination of the non-charitable interest,

bears to the number of days in the period which begins on the first

day of such taxable year and ends on the earlier of the last day of

5

such taxable year or the date of termination of the non-charitable

interest.

Unless otherwise specifically provided, additions to this

trust made by way of bequest, devise or transfer by reason of a

donor's death shall be deemed to have been made on the date of such

donor's death, and the obligation to make payments to the Trustors,

or to the survivor of them, on account of such additional shall

commence with that date; however, payments on account of such

additions may be deferred from the date of the donor's death to the

end of the taxable year in which an addition shall have been

received in full by this trust. Within a reasonable time

thereafter, the trust shall pay (in the case of an underpayment) or

shall receive from the Trustors, or the survivor of them (in the

case of an overpayment), the amount determined in accordance with

the provisions of Sections 1.664-l(a)(S)(i) and (ii) of the Federal

Income Tax Regulations.

ARTICLE FIVE

Except in the case of a voluntary transfer of all or an

undivided part of an income interest to the charitable

organizations listed in ARTICLE SEVEN, to the fullest extent

permitted by law, the payments from this trust to the Trustors, or

to the survivor of them, shall not be assignable or transferable by

the Trustors, or the survivor of them, in whole or in part,

voluntarily or involuntarily, and any purported assignment or

transfer thereof shall be "YQ,~~·

6

All taxes that may be imposed on any interest in property of

this trust by reason of the death of the Trusters or either of them

shall be paid from sources other than this trust and not out of

this trust. If for any reason effective provision for the full

payment of such taxes out of Trusters' estates or sources other

than this trust is not made, the interest of a surviving Trustor

will take effect only if the surviving Trustor furnishes the funds

for payment of such taxes attributable to his or her interest for

which the Trustees or the trust would otherwise be liable.

ARTICLE SIX

If FRANK M. WALCH or MAY WALCH is unable to continue to serve,

or ceases to serve as Trustee, the other of them shall continue to

serve as Trustee. If both FRANK M. WALCH and MAY WALCH are unable

to continue to serve, or cease to serve as trustees, THOMAS HOEGEL

shall serve as Trustee, subject to the last paragraph of this

ARTICLE SIX.

No bond or other security shall be required of the Trustees of

this trust. The trustees named herein shall make no charge for

their services in holding and managing this trust except that a

charge for investment management not to exceed 30 basis points

(0.3%) of Trust Fund value annually may be paid from Trust Fund

principal on a quarterly basis. -

The Trusters who are able to act may designate a successor

Trustee (other than THOMAS HOEGEL) or successor Trustees, in the

order specified to succeed THOMAS HOEGEL or other Successor

7

Trustee, if at a later date, THOMAS HOEGEL or such other successor

Trustee, is unable or ceases to act as Trustee. Such designation

shall be made in writing and delivered to and held in the records

of the Trustees or successor Trustee.

ARTICLE SEVEN

Upon the date of death of the survivor of the Trustors, this

trust shall end, and all of the then principal and income of the

Trust Fund (other than any amount due either of the Trustors, or

their estates under the provisions above) shall be distributed free

of this trust to the following charitable organizations in the

following percentages:

1) Forty percent (40%) to SETON HEALTH SERVICES FOUNDATION of

Daly city, california for capital projects;

2) Fifteen percent ( 15%) to the CALIFORNIA ACADEMY OF

SCIENCES of San Francisco;

3) Fifteen percent ( 15%) to the SAN FRANCISCO ZOOLOGICAL

SOCIETY for the building program;

4) Seven percent (7%) to the HANNA BOYS CENTER of Sonoma,

California;

5) Seven percent (7%) to the AMERICAN RED CROSS BAY AREA for

their use in the Bay Area;

6) One percent ( 1%) to the ROMAN CATHOLIC ARCHDIOCESE for use

of the ROMAN CATHOLIC MISSION in Brisbane, California;

8

7) Five percent (5%) to the ROMAN CATHOLISCH KIRCHE of A-8421

Wolfberg, steiermark, Austria;

8) Four percent (4%) to the COMMUNITY CHURCH OF BRISBANE,

California, to be used for upkeep of the building;

9) Three percent (3%) to the SALVATION ARMY OF SAN FRANCISCO,

California;

10) One and one-half percent (1-1/2%) to the NATIONAL WILDLIFE

FEDERATION of washington, D.c.; and

11) One and one-half percent (1-1/2%) to the LIONS EYE

FOUNDATION OF SAN FRANCISCO TRUST, San Francisco, California.

If upon termination of this trust, any charitable organization

listed in this ARTICLE SEVEN is not a tax-exempt organization

described in each of Sections 170(b)(1)(A), 170(c), 2055(a) and

2522(a) of the Code, the Trustee shall distribute such charitable

organization's portion of corpus pro-rata to such other charitable

organizations list~d in Sections 1) through 11) above meeting the

requirements of said Sections of the Code.

ARTICLE EIGHT

It is the intention of the Trustors that this trust shall

qualify as a Charitable Remainder Unitrust as that term is defined

in the Code, and this instrument shall be so interpreted, To

further carry out this intention, the Trustees are authorized, on

their action alone, to amend the provisions of this Agreement for

the sole purpose of complying with the requirements of section

664(d) (2) of the Code, and of Regulations issued under that

9

section. Any such amendment shall be made by an instrument in

writing, a copy of which shall be furnished to the Trustors.

ARTICLE NINE

Except for the payment of the unitrust amount to the Trustors,

the Trustees shall not engage in any act of self-dealing as def-ined

in Section 4941(d) of the Code; nor shall the Trustees make any

taxable expenditures as defined in Section 4945(d) of the Code or

the regulations thereunder; nor shall the Trustees make any

investments which jeopardize the charitable purpose of this gift as

defined in Section 4944 of the Code or the regulations thereunder;

nor retain any excess business holdings within the meaning of

Section 4943 (c) of the Code. The Trustees shall make distributions

at such time and in such manner as not to subject the trust to tax

under Section 4942 of the Code.

ARTICLE TEN

The trust hereby created shall be and is hereby expressly

declared to be irrevocable and not subject to amendment or

modification by the Trustors, subject to their power under ARTICLE

SIX to designate a Successor Trustee or successor Trustees.

10

IN WITNESS WHEREOF the Trustors have subscribed their names

hereto and the Trustees have caused their names to be hereunto

subscribed thi~day of December, 1994.

TRUSTOR

TRUSTOR

TRUSTEE \

TRUSTEE

11

"' 0 0

~ l;ANl< REG:ON OFFICE

Hi H)

1!)22

SCEEDULE A A C C 0 U K T H 0 l ~ l N G I

~CC(ll!NT 7562720 WALCH FRAHK I. 11AY ~·RUS"!"f.ES

A<""l'"l" 1"1->•~ -

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FEDERAL IrlVESTiiENT T (>)( CUSl" PAR I .SHAF:ES

~ ()(>.'.)(') i-!)0.~ 10.&<:>0.f;!O\l

iOG.G'l 100.00 5.00•1.~0-t:>

Hj(),(t<.) 10<1.00 1&.000."'>00

'0!).eo i 0(1. f)(') 10. 01i)f). 0'>0

1 0<}.00 100,f!O ~O.OOG.O!.>'.?

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f 0S. •:lfl 100.ee :?.f). f-00. 9G0

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100.0 1()0, !\'0 f 0 ,,Z.(10 ~ (:lf)~

1

ii~R~f::T UIIIT PRXCE

1t0i _3"15

103.215

102.852

10'1. 74~

99.080

101.978

96.890

1 e4. Hl9

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DATE :rJi'!E PAGE

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1

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SCEEDULE A (cont.)

o'l C t 0 IJ N T 1·101.l>T.NI;S

ACCOLINT ?56272S IOALCH FRAI'!K I. MY T?.\JSTEES

FEDERAL HlVUTMENf TAX ~o.n PAR I )flARES

C<'l ST DEPT ~TR F;Es CENT VY F·fiOJ 1 00.0(:> 109.0(;) 10.000.(:>00 F:EV StiR F OID 1:6··1->'8 100.0 nl't• 03-i:\l·-8'1 6. 0~)( 12-0 <-I'

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i'AlRfiELD··SIJJ:.\UN CA U~'r Sf'L T~X 100.00 tOO.<lO 20.000. \)0'.) Cr!NTY FACS DlSl' ~4 CS-1-1 102.00 n:·[) <·5-f)1-n 'I, 4oe~ tJEHll -22 v /u /<r:>-FDriTr•NA C:A !i1F"T ~D f<CT 1915 HlG. fHl !<10. ee ;o.~c·0.•>1!0 :'!SSMT HS'i ?'ll?-1 C3-2-95 103.00$ DTD <)5--02-~0 7. 7~07. 09-(:1;!-0S *f/l ~~o2 FClo'HM~ C:l'! Sf''L TAX Cl1Nl'Y FACS 1 ·~e. flo • fle.oe li1. 00~1. f)0fl D!S1' C?O-J. EI'IF'lRE CTR G4-1-l i02 J))'IJ 03-:27--$'1 B.5c:;G;:. 04 .. "'1-21

Hf.:i'?E:F:I~ Cl'< J:l1F"J' OD r;cT 191 ~;; ·j 00.00 100.00 1 :; • ~€0 -~)00 ~ossm DJ:ST ~91-i :.:9-Z-93 1 O~'i. 1~0:; OTD 0~~·-01 -92 8 .. 5~H·}Z ~s·-t;l2-24

I·IUNT!Nr.TON J>K CA REDEll AGY REV 100.1)0 Hla. ~~) 1 (). ~00- 000, TAX ~L.LOC CENT ~US C6-' -97 102.0 DTD 03-f!i-E'? 7.159:' 12:·(i1··16

HUNTINGTON f'l{ CA RF.ll:;:V AG'I HEV IG0.00 1(-).,,G0 . 1 C). 0(Jt).0flQ TAX Al.l .. OC l·IF' P..i C5-1 .. n l¢2.01> JJTD •c)3-·'l 1--87 1. 1 :;ez ; 1 --i11-2Q

1NDJ:AN 1..JE:l.I.S \'Y WTR lll.ST tA B[) HHl.eO i 11'<!.0(') 1•D, <)90. 'iJ00 ACT 1915 HSSrlT ~91 -l C3-:!-9:;: i 03 t>lD ~?-;!9-92 7 ~ 500Z .,9- 1;)2-06

2

. !IARI(ET IJIIUT PRICE

S'2.593

77.%8

99.658

102.187

98.007

99 .1\ll

!19.375

99.721

(1,)3.640

H)7. 218

'101 .. ~87

95.1(')6

ilATE TII'IE I" AGE

12/28/94 H?:2i

2

MAAKr::T ; .. 'ALUE

9,259.3a

3.$73.-1->

9. 96~} .. ~~'

H>.218.70

'?.BoB.'?G

19.33<) ... 20

9, 937 .. ~)(1

9. 972.19

15.546 .. 00

10.7:21.30

10.718.'10

\ .9.~10-.l.t~l

.,. 0 0

1§1 BANK 1 G REGIOf! 1\1 GFFICE 022

SCHEDULE A (cont.)

A C C 0 U N T H 0 L D J N ; S

ACCOUIH ·;s62721i' WALC~ FRANV. ~ MA.Y TRIJSTioES

be:

I

?'SSEi

45656<i)l_G4

/ -4920?7AW?.

~28CI-14 ~ .

:~963?.AU9 ~ <>: -.... ~ "- .>30 i 3Al'IE>

~ "539162AQ1

~riBSR!-14 J.h

"' 3~553I<B2 ., ..,.

;~6?o4t.Fa .,. o-

€J

~4843E1(1 0 0

0

... Ao.1 oet.<,Ja

~~269BK5 ' "' ""'

Ii'!OUSTRY CA RFD>; MBIA OJ.!) UT Hi> 04-0l -·93 C7-1-3 101 .125 5.500% 07-31-12

JUf1U1'A CA CMNTv S'ICS DIST ~SFt. TAX ~i SER ,; C?-·1-98 1.;>2.090 DTI• €6-01-~19 7.1?.57. 09-0i-1~'

l.f.>KE ELSINORE CA SD ACT 1?15 DIST ~~93-·1 SER A CZ.-2-95 103.000 DTD e5-01-94 7.5007. 09-02-07

U.KE ELSINORE CA F"UB FIM& AUTH LOCAL AG'( REV SEP. ft Ci 0-1-~ 103 DTD €•1··01-?1 e.ooez 10-01-n

l.li<COLN CA CTF"S PAf:Th' ;m; "'EH3i-9•:) CB-i-C 1if!-~~) 7 .;;257. >:)8--~l-i 5 'd.{r ,,~ L.IVEf<N1)r,-t CA t;M· P J FING RE~ ltEF CONS DlST ~199:'1-~ C3-2-95 1()i.5G HD i 1-23-9 :l 6. 7!>0:t W-G2-f)S

ciVERKORE C~ lMPT BD ACT 19!5 RrDC. DIST ~~93-·2 0:3-2-94 i 03 ,(l\!0 DTD 07-·2E:-93 7. 25~::: 09-02··14

MOitTEREY PARK CA REDEV AGY TAX ALLOC RFDC. !'ROJ t C9-i-Z 102.G00 l>TD ~W-61 -92 "1.2507. 09-C11-!4

1'\URRIETA VY CA UNl SCH Dl.sT CTF$ PARTN C:9-·1·-9"l i 02. Cl@ DTD ·:>·?··<?\ ··89 7 .61!J0Z &5·-01-119

~l(lRTHE:Rl-1 CA PWR AGY f'UB F'I>IR REV REF HYD~OELf.C P J 1 A C7-1·-96 1 02 DTD 07-·01··<-6 7.5007. •Dt-01-2~'1

r-t.ACEF~VXLLE cr,, PUB fiNG AL'TI! HEV SER C OTD 06-[oi-92 C3-15-94 10~'1. B .. i 25:'1. 09-'i 5-·12

PUERTO RICO HSE; BK & FIN At.Y s-INGLE 1'''11 c•, 2-1-'14 ! ()3. ~ Drn 12·-i·-86 ·; .25<17. ·t2-0i·-~6

INVESTI-iEH

~ 0f.I.00

100.e0

le<:>.0(')

100.&0

. 190.00

1 oo.oa

1·~0-~0

100.t!l:l

1 !>0.0~

100.00

1€0.00

H>0 .00

3

FEliEHAL TAX CClST

100.00

H1'i1. :0!>

10().1!0

10Go.N)

HlG.ee:

1oe.e1e

Ho0.(>0'

1 eo. a<:>'

10·~.~~

i 0'<1. €>0

10@.00

100.00

Pf\n I .I'HARl':S

1 0' ·~00. 0Qi)

10.000.0€>~

H!. 0-)9. Of>~

10,030.@00

10.€00.000

19,€100~0~~

i0,00G.0~>

H!, 0€'0. Of)·~

'0.(')~0.000

10,(100.0(>0

i•).000.Q0()

; 0. ~)00. 00()

i1nRK£T UNIT PRICE

87.735

?it .. b3.G

16.5~<·

i£15 .. ?'55

93.143

91.382

~4 .. €~59

97 .75~

101,671

lf.'S.B12

93.54<1

1 (~3- 0(-)0

01\TE 12nE!/?4 Hi1E 1?.:2~ F"AGE . 3

MF:KET VAl.U~

~:. n:;.s<>

9.6';3.-'\Q

'9.650 .. 60

i~.595 .. 5C

9.:>14.30

s). r3B .. 2,r-

9. 4BS ~ S'•Zt

9, 775.0:>

1B.it~7.10

H1.58'i .. 2~

9. :)54 .. (;.3

I 1 "'· 3f10.·30

"' c c §9AN!:

R£(;J:!JN OF"FrCE

Hl 10

G'22

--~,

SCHEDULE A (cont.)

n C C D U N T ~ 0 L n I N J; s

ACCCil!Ni' 7562720 I.IM.CH FRANK -!. M!<'i TRUSTEES

I FEDEI~~L /ASSET :iNVESTMErlT TAX C:DST P'AR I SHAP:ES

'l6245E.Ilfi6 RIALTO CA REllEV 1\&Y TAX ALLOC Hl0.00 ~t)~.90 20. 000. 0(:)0 SUB INDL P:EDE~· A~.E<-B Cf2-1-3 !(:)2 I>TD 09 .. 01 .. >'3 6.5007. !2-&1-23

/ 7.S9003GES RIVERSIDE C>'l IMf>T f.<D ACT i915 1 ae. 00 190.1)0 H>.e0~.oe~

REF CM~YOfl SPRI~GS (.'3-2-95 l !13

/ T!lD 07··02-89 7. Z507. 09·-0?.-l 1

775:l9TC'i8 <:OKNE!<T fl'l{ Cl't If!Pl .E<D ACT 1915 10(1.0(') 1 Ofl.90 10.<'H10.00G :.: RFllG 1 .. 1' C3-2-95 I 03. ooa z DTD 0?-.;;2-93 < .. 2507. 09 .. 92-02 o:i/

· ta 777i370BG0 ROSE\IrLLF. CA SPL TP.X CMNH FACS 1 e0.eo 10~).~ 10.!);)<~.01)(,) .... »>ST ~~ DHl 01-01-90 (.'9-l-S'S 1(;>2 -<:

~/ 'i.7<'tJZ 09-~j-20

"" 7972!J:;n 4 SAN lll!::;,o CA J!)) ACT !915 ;'4<919 Hia.oe if,0.00 1 e. 00o3. ee9

~ · OTI'<Y PHL CTR li C3-2··95 1 ~'i\.aE>~

DTD 09--f)\··?9 7 .2S0Z 09-·tJ::.!·-04

/sr-21.o23~0 Sl-lflT ,o. RDSo'l CA MFM REV . RFDG CODD- 1 S0.0t:• 100.00 1~.(,)0-3.000 JNGTOWN MALL SE1': A PUT 12-1-96 DTD j1 .. 01-89 6.8757. i2-01-24

~'l'il264•lCZS SANTA RC!SA CA wASTEWTI\ SVC F AC.r •.fHLOO l01'l.OI'l Hl. ·~00. 0o:J() DJ:ST lMl'T t<lJ. OF' 91'14-Dl\1 .:If ,, oooGJ 11~/i~ Q> ])TJ) j 2-02-74 7 .00~/.: !17-02-95 <'>

::;; ~S<Jf.•SBt-12 HK! VY CA PUll i'ING t1UTH :;:E'/ REF t<le. oc lf.t0.00 20, Oti0. 001j "' MBI.; OlD DTO 05-·Si-9:> C9-1-2 102 ... .... 5. 400% E>~HH .. 03

~~--, t6tiY. STOCKTON CA IMf'T [<[) ACT 1915 LTD 1 o:>G .. fl<:l 100.¢1,) 1!). ()O(:i .tl0fl ..,. 1 lv' 0

€J OBLIG SPIINOS AS:>MT 91-1 C~?-2-1'5

~:-46SF2 !lTD <~f..-eS-9! 8.~0~)7.. f,9-f>2-16

STOCK roN CA rt1F'; I<D 1iCT 1 915 1·~· ,00 1 ~0. f)O 10.000. f:.>ee .... A.S'SMT 5"0-5-I,J Sl'H PY II Cl-2-·95 Q .. OTJ) i 1 ··! 4-91 '/. 90'!1'/. 09-02 .. 21

;:; ~ 41 i ~t~5~11 lJNJ:VERSITY Cl\ REVS HO~P UCLA l'oE:J> 1!:)0.0$ f ~C·)..•~t> 10. 0(10 -·~(>0 ..,. CTF: H D i 2-·C>1-H6 1\'12-1-96 102. M .

. ~;(919iBP.1 <>. 7•3<)''i. .12-01-99

Vl'i>LLE.IO CA CTFS F'Af(n Mr1RIIIE tfl().M 10'J.!)e 11J. O•J<i>. OflG

"' WORLD F'OUNDATlCIN CS·-1-0 1 02.50() .... - JlTJ) 0S-01-S'O !J.(l(WY. !12-<~1-·06

4

ri.:\RI{E1 UHF PRICE:

SB.590

99.$08

94.6S:<

9EI.74B

93.970

100.000

Hl0. 75!ol

9<1 .. f22

101.719

10~~.325

105.166

i05. 7€9

DATE ' TII'IF.

12/28/>'4 12:21

I" AGE ol

Mr\RKET V~LUE

17.'118.0':1

9.900.80

9.46Et.20

'.?.S?4.B·~

9 1 S~7~13&

1.!:'.000.()0

1~.€17S~ee

~ 13.~·>2•L•H1

jlj,171 .90

1-0.332.5e

H>.5~6,6~

i 0. 570 .. 9·Zl

SCHEDULE A (cont.)

'~AN~ m::r;roN i0 10

ACCOUNT HOLDINGS

JFflCE 022

/S"SEl

'9'4273~AG7

/ 966?6MQO

ft!:COUNT 756:Z720

kATSONV~LLE CA !MP'T BD r1CT 1915 ~RP'T I:.IDL REASSi'INT lliST C3-2-95 ~Tll 0-1·-:2?-38 7 -400:C 09-S?.-95

WH J.TT J.ER c;, CMNTY FAC D UT Sf"L TAX ~~991-i C~-i-f ie2~~· t~1D 04-0i -'?i B. 7507.: '~9··G1·~'\;2

~~LCH FRANK ~ MAY TRUSTEES

HNESTM<:NT

100.0-3

1&!;.00

5

fEDF.:RAC. TAX C0!1'

10-3.06

10fl.OO

P}IP. ! SHARES

t0,0&&.eM

1 a.OG9.GOO

111\RKET UNt'f f'RlCE

-!01 .. 530.

110.•\42

DATI: TIME f'f.I&E

12/2B/94 ~2:21

5

I!Afo.'!(ET VALUE

10, f53~6f>

11.044.20

\

... 0 0

:/

SCHEDULE A· (cont.)

!§I r<AIIK I(; A C C 0 U W T H 0 l D E N G S

....... -.

~ < "' ~ -g:

~

"" '"' .... ..,.

REGION 10 or<=rcE n2

· .. ,,,. ··~ ..•

.~CCOllNT 7567.720 . WALCH FR(>Id.K !. MAY TRIJHEES

. -··--··"··~·

.. ·.

··.::· -···

--:.~::

MRKET VALI.!i: POS"IED M:St:TS

MAI~KET VALLIE TRADEt ASSUS

TDT!!L MAF:I(ET Vo'tl.l!E IJF ltSSETS

CASII ON fiAND

. t.ESl! PENI>~r!G TRAPE -~~~~~CI:!

F"t.US P'ENil WG TRME s.~LES

TOTAL CASH IWAJ:'.o\BLE

53:"!. 756 .. 7~

.!)9

.eo

... 0-iJ

.eo

'' .. TIJTAL I~AR~ET 'iALUE OF (>S.\:ETS 1\N'> CA>'Il PW•lLAE<l.E

A~t>\-;,:......,,...._ .~~"'o<;. ~t'i :~"'c. 5:..->- Vt'

1J. l (;1

Vt!o'-' -·· ......

-~<I·J~-.z...)

~1"1.. t"'

UA P..

r v gL l '- P ~.,., -."'t_ . ~ ..... ~ \ q g 1- {2t;-F

-=t! ( ;~1'("" (, .. f:~~~ ;' hvf ·:J.

532,~.75

.00

532. 756 ... 75

· .. ·,. ,: ... _.. ..•:--·

"' ..,. ~- · ... s:: J~I---C-""!'--.....1 (_*

(f' v ~ '-' (.. f. ,.., ~"':<(. A-.FN !. <~. t ,_. fL~ "'"' . .,.. ~ t~ ;~- ~r~~~ o~~

'"P·.· . \'··(l·( .. ' - ~

~ .. _,~·., 0.:: 0 .. 0 ....

..,. "" ' "" ('\.~•"") ,. "'

·i1~r~·

.....j ., :1

_ ..... '•

"'' .. • ·,• '.

"'\·· '- .. ..,.. . .

. :.>.-~t;.'{iJ '!.--y •t ••.• ,. ...

~ .. b. ~"-T·"i' b.tr """>r(1j~ut\ A • ,,· ....

~~ r~"~ ,'~::~, '

6 "

DATE 12/28/?4 TIIiE 12:21 I'A.GE; 6

• ·'' ,,,-j·· .. J'f,: , .. {:

' !