HomeMy WebLinkAbout04.b. Expenditure re Reimbursement Followup+9-
Central Contra Costa Sanitary District
January 12, 2015
TO: FINANCE COMMITTEE
VIA: ROGER S. BAILEY, GENERAL MANAGER
JEAN -MARC PETIT, DIRECTOR OF ENGINEERING
DANEA GEMMELL, ENVIRONMENTAL SERVICES DIVISION MANAGER`
FROM: THOMAS BRIGHTBILL, SENIOR ENGINEER .,I< j
SUBJECT: ADDITIONAL INFORMATION REQUESTED REGARDING JOB 2137 AND
REIMBURSEMENT TO GAGEN, MCCOY, MCMAHON, KOSS,
MARKOWITZ & RAINES
At the December 30, 2014 Finance Committee meeting, several follow -on questions
were raised regarding the payment of reimbursement fees to a law firm.
One of the committee members requested documentation showing why the District was
reimbursing the law firm rather than the original installer. A copy of the
October 26, 1973 Pledge Agreement is attached to this memo. The name of the law
firm appears to have changed several times since the original Pledge Agreement was
signed.
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PLEDGE AGREEMENT
As security for the payment of that certain Promissory
Note from COURT F. STEWART, LOUISE M. STEWART, and STONE &
STEWART, INC., herein jointly called the ( "Pledgor ") to HERB
HOLDEN, herein called ( "Pledgee ") in the principal amount of
$25,980.79, a copy of said loan is attached hereto and by this
reference incorporated herein, Pledgor does hereby agree to
assign, transfer and deposit with Robert S. Wrinkle of Seyranian
& Seibert, 235 West MacArthur Boulevard, Oakland, California
94611 ("Pledgeholder" J1 all of the Pledgor's right, title and
interest to monies an$ rebates due from Contra Costa Sanitary
District on Job No. CCC SD 2137, Holiday Drive, Alamo,
California, herein referred to as pledge collateral which is
assigned to pledgeholder to insure the faithful performance by
Pledgor of its obligation under said Note and this pledge.
1. That said pledge collateral shall be held and shall
remain assigned and pledged with Pledgeholder at Oakland,
California, as security for the performance of said Note.
2. Pledgeholder is hereby appointed by Pledgor as its
true and lawful attorney in fact, irrevocable, and in its name
and stead to collect all monies, sell, assign, transfer and
set over unto a purchaser-said for the purpose of the pledge
and security hereinabove provided,and to make and execute
all necessary acts of assignment and transfer, and to substitute
one or more persons with like power, hereby ratifying and
confirming all that said attorney or his substitute shall
lawfully do by virtue thereof.
3. In the event that Pledgor defaults in performance of
R
default, Pledgeholder shall cause a sale of such pledge collateral
and cause a transfer of said pledge collateral to be made to the
purchaser thereof.
4. Pledgor shall pay all costs, expenses and legal fees
of Pledgeholder in the event Pledgor shall be in default, and he
shall be requested by Pledgee to sell said pledge collateral
pursuant to the pledge herein made. All other pledge fees, if
any, shall be borne equally by Pledgor and Pledgee.
5. In consideration of the acceptance of the pledge herein
provided by Pledgeholder, he shall in no case or event, be liable
for the failure of any of the conditions of the pledge herein
provided, or.damages caused by the exercise of his discretion
in any particular manner, or for any other reason, except gross
negligence or wilful misconduct, and shall not be liable or
responsible for his failure to ascertain the terms or conditions,
or to comply with any of the provisions of any agreement, con-
tract or other documents in connection herewith or referred to
herein. If any controversy, arises between the parties hereto
or with any third person, with respect to the pledge, its terms
and conditions, Pledgeholder shall not be required to determine
the same or take any action, but may await the settlement of
the controversy by final appropriate legal proceedings or other-
wise as he may deem proper in his sole discretion, and in such
event, he shall not be liable for any interest or damages_ If
any legal action is taken against Pledgeholder by either of the
parties hereto, or by any third person, by reason of his re-
fusal to act pending such controversy, or should he be inter -
pleaded, or should he interplead the parties or any third person
. ( I ;.
6. In addition to and in supplement of the terms of default
and acceleration contained in the promissory note in the event
of the failure in business, insolvency, adjudication of bank-
ruptcy, or a general assignment for the benefit of creditors
by the Pledgor, then at the option of Pledgees, the whole of
the note secured by a second deed of trust on real property
located at 11 Megari Court, Alamo, California and this pledge
agreement shall become due and payable, and any extension of.•
time of payment,in effect at that time,shall be waived. With-
out limiting the remedy under said promissory note in case of
default of pledgor thereunder, Pledgeholder shall have the
right to sell, upon the instruction of Pledgees, so much of said
pledge collateral as may be necessary to produce the sum re-
quired in order to pay the total amount due under the terms of
said guaranty. Said sale may be public or private, at the sole
discretion of Pledgees.
7. In case of a sale hereunder, Pledgeholder shall de-
liver the pledge collateral to the purchaser or purchasers .
thereof, and shall apply any and all monies or credits,•includ-
ing the proceeds of any such sale or sales, to the cost of sale,
including reasonable attorneys fees .of Pledgeholder, and the
balance remaining from said sale shall be credited against the
amount due and owing under said promissory note, any sum re-
maining thereafter to be delivered to Pledgor. At any such sale,
whether public or private,. Pledgees or their representative.or
or assignee shall have the right to purchase the property sold,
or any part thereof, directly or in the name or names of other
persons.
8. Except as in this agreement otherwise expressly speci-
fied, all of the nrnwiG;n.,cz- .,F I - ., r,..._ . a - __ r__ _L - - - ,
Provided, Pledgees shall give Pledgor and Pledgeholder
thrity (30) days prior written notice of intention
to cause the pledge collateral to be sold, within which
time Pledgor may cure the alleged default or other reason
for such sale, without penalty. There shall be no power of
sale or foreclosure of the rights of Pledgor hereunder unless
and until Pledgees shall have given Pledgor and Pledgeholder
thirty (30) days written notice of default by Pledgor on the
note secured hereby, within which time Pledgor shall have
the right to cure such alleged default without penalty.
9. Pledgeholder, at the request of Pledgees, shall post
pone the sale of said pledged property by oral announcement
thereof at the time and place of sale and may thereafter post-
pone said sale from time to time by like announcement. Said
sale shall take place in the City of Oakland, State of
California. * Pledgeholder in conducting said sale may act
through an agent, attorney or auctioneer.
10. Should Pledgeholder postpone any sale called for
hereinunder, or accept a payment on the note, such action shall
not constitute a waiver of any of the rights of Pledgees here-
under or under the note so guaranteed.
11. The power of sale and all other powers, rights and
privileges hereinabove given are to apply to and bind the heirs,
executors, administrators, successors and assigns of the par-
ties hereto.
12. Should either party be required to bring an action at
law or in equity for the enforcement of any of the provisions
of this agreement or for the recovery of damages for breach of
this agreement, the losing party shall pay all the costs of the
prevailing party arising out of such action, including rea-
soriable attorneys fees.
13. At such time that Pledgor repays said Note to
Pledgee in full, Pledgeholder shall reassign said pledge
collateral (unless sold under either provision of this
Agreement) and any monies collected on said collateral, if
any, to Pledgor. . Dated: October 26, 1973
Pledgee:
` /Y �'
HERB HOLDEN
Ple3gor : l
..
COURT F. STEWART
LOUIST,44. S EWART
STONE ('A ST ETA T, INC.
Byji�-
Court-F: Stewart, President
f
I hereby consent to act as Pledgeholder pursuant to the
terms of the foregoing Agreement.
ROBERT S. WRINKLE