Hearing: IN THE MATTER OF THE AHERNE TRUST AGREEMENT OF DORA A. AHERNE TRUST

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                                SUPERIOR COURT OF CALIFORNIA
COUNTY OF SAN FRANCISCO

Document Scanning Lead Sheet
Oct-23-2015 12:32 pm

Case Number: PTR-15-299230
Filing Date: Oct-23-2015 12:27
Filed by: LYDIA PAREDES

Juke Box: 001 Image: 05128045
SUBSEQUENT PROBATE PETITION

IN THE MATTER OF THE AHERNE TRUST AGREEMENT OF DORA A. AHERNE
TRUST

001P05128045

Instructions:
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AMANDA L. EBEY, ESQ., State Bar No. 142370 Superior Coun ot oa
LAW OFFICES OF AMANDA L. EBEY, P.C. jounty
870 Market Street, Suite 782 OCT 23 2015
San Francisco, California 94102
Telephone (415) 989-8070 LER THE COURT
Facsimile (415) 834-0964 Cl ;

BY: Deputy Clerk

Attorney for Petitioners ELSY M. TADEO and GLORIA E. COLEMAN

SUPERIOR COURT OF THE STATE OF CALIFORNIA
COUNTY OF SAN FRANCISCO, PROBATE

~PTR-15-299250
In Re the CASE NO.
AHERNE TRUST AGREEMENT PETITION FOR REMOVAL OF
(Revocable) OF DORA A. AHERNE VILMA M. RUIZ AS SUCCESSOR
dated February 10, 2003 TRUSTEE, CONFIRMATION OF

SUCCESSOR TRUSTEES (Probate
Code Section 17200 et seq.)

ELSY M. TADEO and GLORIA E.
COLEMAN, Date: DEC 0 1 2015
Time: 9:00 a.m.
Petitioners, Dept: Ao 4

vs.
VILMA N. RUIZ, aka VILMA N. SOUZA,

Respondent.

COMES NOW Petitioners ELSY M. TADEO and GLORIA E. COLEMAN, and petition as
follows:
INTRODUCTION

The matters currently pending before this Court involve the trust document prepared by
Dora A. Aherne on February 10, 2003 (hereinafter “Trust”). Dora A. Aherne is a senior citizen
who suffers from dementia and is entirely depending for her care on her daughters.

Petitioners ELSY M. TADEO and GLORIA E. COLEMAN are named successor co-
trustees of the Trust. They request that the Court remove VILMA M. RUIZ, also known as

Petition for Removal of Vilma M. Ruiz
as Successor Trustee 1VILMA N. SOUZA, who is also named as a successor Trustee on the grounds that she has taken
a position adverse to Settlor and is unwilling to cooperate with the other co-trustees in the care of
their mother, Settlor herein, and that her conduct threatens the health, safety and welfare of the
Settlor.

PARTIES

1. On February 10, 2003, Settlor DORA A. AHERNE (hereinafter “SETTLOR”)
executed the AHERNE TRUST AGREEMENT (Revocable) OF DORA A. AHERNE,
(hereinafter “TRUST”) a true and correct copy of which is attached hereto as Exhibit A and
incorporated fully herein by reference. The Settlor resides in her home located at 57 Niagara
Avenue, San Francisco, California 94112 is titled in the Trust with the Petitioners, Respondent
and Respondent’s adult son.

2. Petitioner ELSY M. TADEO (hereinafter “TADEO” or "Petitioner”) is one of the four
daughters of Settlor Dora A. Aherne, a named beneficiary of the Trust and also named as
Successor Trustee to serve with Respondent VILMA N. RUIZ, also known as VILMA N.
SOUZA (hereinafter “RUIZ”).

3. Petitioner GLORIA E. COLEMAN (hereinafter “COLEMAN” or "Petitioner”) is one
of the four daughters of Settlor Dora A. Aherne, a named beneficiary of the Trust and also named
as Successor Trustee to serve if either TADEO or RUIZ no longer serve.

4. VILMA N. RUIZ, also known as VILMA N. SOUZA (hereinafter “RUIZ”) is one of
the four daughters of Settlor Dora A. Aherne, a named beneficiary of the Trust and also named as
Successor Trustee to serve with Petitioners.

THE TRUST

5. The Trust provides at Section 4.2 that during the lifetime of the Trustor, if she is
unable to act as Trustee then TADEO and RUIZ shall act as Co-Trustees. If either Co-Trustee
shall cease to act, then COLEMAN shall act with the remaining Trustee.

6. RUIZ refuses to act in compliance with her duties, has taken an adverse position to the

Settlor and to her Co-Trustees, and therefore Petitioners seek to remove her as Co-Trustee.

Petition for Removal of Vilma M. Ruiz
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FACTUAL ALLEGATIONS

7. Settlor Aherne is 83 years old. She has been placed on hospice care, diagnosed with
an aggressive form of dementia. Her doctor advises that her demise within the next six months is
likely.

8. Petitioners and Respondent reside in the Settlor’s home with the Settlor. The house
has five bedrooms, plus a studio with a separate entrance and three bathrooms. Also living there
is the son of RUIZ, who lives in a full studio apartment in the upstairs of the home. TADEO, her
husband, daughter and brother-in-law reside in three of the bedrooms. Respondent RUIZ lives in
a bedroom in the garage. COLEMAN and Settlor share a bedroom.

9. COLEMAN is a medical assistant by profession and TADEO is a human resource
developer by profession. Together, they provide for their mother’s personal care. They take
blood pressure regularly, administer and record medications, perform transferring and wheel-
chair because Aherme is unable to move around without assistance, spoon-feed her, change her
diapers, change linens and bedding, do laundry, brush Aherne’s her teeth, groom and bathe her,
make medical appointments and take her to the appointment, and assists with shopping and sit
with her and calm her down when she becomes agitated, which occurs every day and often in the
middle of the night. They have hired full time care giving assistants, and supervise them. Their
other sister, Sandra Zenteno, assists with bill-paying, payroll for the caregivers, taxes and all
financial matters.

10. Even though RUIZ is named as a Successor Trustee, she does not assist with any of
these tasks. In fact, she has inhibited and continues to interfere with the administration of the
trust for the benefit of Settlor including, but not limited to, the following ways:

- Refuses to sign any financial documents that would be used to care for their
mother, such as a reverse mortgage or loan documents. Despite being asked
several times to cooperate with requests to fund their mother’s care, she flatly
refuses, leaving the other co-trustees unable to pay expenses;

- Refuses to pay for her own use of utilities or to contribute to household costs such

Petition for Removal of Vilma M. Ruiz
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as insurance and taxes;

- Refuses to assist in caregiving for Settlor;

- Had her friends, who are strangers to the Settlor, come over for dinner when she
was supposed to be baby-sitting her mother;

- Will not spoon-feed her mother;

- Left Settlor unattended during times when she was supposed to be watching her;

- Called the police on her mother during a time when her mother had a
“sundowner” episode, rather than take care of her or administer calming
medications;

- Refuses requests that her son leave the home because the son is violent, he has
attacked COLEMAN and TADEO, and the other family members are frightened
of him, including Settlor Aherne; He screams and curses in the house, and throws
furniture and things in his room above the Settlor’s room, has broken windows
and punched holes in walls in the home; He also attempted suicide in the house
while Settlor was in the house;

- Was aggressive and violent toward COLEMAN and TADEO when they were
having the property appraised in order to secure a loan;

- Threatened Settlor Aherne that she would call the police on her;

- Neglected Settlor Aheme by leaving her in dirty diapers, unwashed and
unattended;

- Interferes with the caregivers, making them uncomfortable so that they quit.

10. The Settlor’s assets consist of her home, her social security and a small pension. Her
Social Security and Pension income totals approximately $1,449.00 per month. Monthly
expenses are approximately $1,296 which includes:

$540 utilities

$112 homeowners insurance

$50 property taxes

Petition for Removal of Vilma M. Ruiz
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$400 food

$49.00 Medicare supplement

$120 medical supplies

$25 medications

In addition, the Petitioners have hired professional caregivers experienced in dementia
care for the extremely reasonable price of $15.00 per hour. The total cost is $2,925 per month,
not including payroll taxes runs about $2,000 per quarter. Petitioners contribute from their own
pockets every month for the payroll for the caregivers and are entitled to reimbursement from the
Trust.

It is obvious that the Settlor can not afford her care and expenses and that the financial
situation is dire.. Petitioners contribute financially by purchasing Settlor’s food, medical
supplies, and all the deficit expenses including the caregivers, Respondent RUIZ refuses to pay
anything. Respondent RUIZ refuses to pay rent or utilities for herself and her son. RUIZ refuses
to allow a loan against the house, and thwarts efforts of her sisters to finance their mother’s care
through either borrowing against, or selling the Settlor’s home. On information and belief,
Petitioners allege that the reason why RUIZ refuses to cooperate and participate in these
necessary actions is because RUIZ intends that she and her son will continue to live in the house
for free with all utilities paid for the rest of their lives.

11. The above actions illustrate that RUIZ has taken a position adverse to the Settlor and
the other Co-Trustees of the Trust and has violated her duties as set forth below.

12. The above actions further illustrate that RUIZ has placed the health, safety and
security of the Settlor in jeopardy.

REMOVAL OF THE TRUSTEE
Probate Code §17200, §15642,

13. Pursuant to Probate Code section 17200 (b)(10), and section 15642, the Court has

good cause to immediately suspend the powers of the trustee, to remove her as trustee of the

Trust, to appoint and confirm Petitioners as the Successor Trustees.

Petition for Removal of Vilma M. Ruiz
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14. The Trustee has a duty of loyalty (Probate Code §16002), impartiality (Probate Code
§16003), to avoid conflicts of interest (Probate Code §16004),and_ to avoid conflict of interest in
adverse trusts (Probate Code §16005).

15. RUIZ has breached the above duties by taking a position against the Settlor that
affects her health and well-being and places the Settlor at risk. If Settlor is unable to afford her
caregivers, or if the Petitioners become sick or unable to provide the care they are providing, then
the Settlor’s health will be at risk. The Petitioners can not continue to afford to finance the
Settlor from their own pockets. They seek to either sell or borrow against the real property in
order for the Settlor to live in a comfortable and safe environment. RUIZ’ adverse position
constitutes breach of her duty of loyalty, impartiality and to avoid conflicts of interest.

NOTICE

16. The names and addresses of all persons entitled to notice of this petition, in addition

to Petitioner, are as follows:

DORA AHERNE (Settlor)

57 Niagara Avenue

San Francisco, CA 94112

ELSY M. TADEO (Petitioner, Co-Trustee, daughter of Settlor, beneficiary of Trust)
57 Niagara Avenue

San Francisco, CA 94112

GLORIA E. COLEMAN (Petitioner, Co-Trustee, daughter of Settlor, beneficiary of Trust)
57 Niagara Avenue

San Francisco, CA 94112

VILMA N. RUIZ AKA SOUZA (Respondent, Co-Trustee, daughter of Settlor, beneficiary of
Trust)

57 Niagara Avenue

San Francisco, CA 94112

SANDRA ZENTENO (beneficiary of Trust)

2724 Oak Road Unit 87

Walnut Creek, CA 94597

Michael A. Rosenthal (son of Settlor)

308 Nautilus Street

La Jolla, CA 92037-5965

Rafael Armas (grandchild of Settlor)

95 7" Street
San Francisco, CA 94103

Petition for Removal of Vilma M. Ruiz
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Cristina Armas (grandchild of settlor)
57 Niagara Avenue
San Francisco, CA 94112

Karina Castillo (grandchild of settlor)
1634 Lake Street
Glendale, CA 91201

Cesar K. Ruiz (grandchild of settlor)
57 Niagara Avenue
San Francisco, CA 94112

Katherine Zenteno (grandchild of settlor)
2724 Oak Road, Unit 87
Walnut Creek, CA 94497

Samantha Zenteno (grandchild of settlor)
2724 Oak Road, Unit 87
Walnut Creek, CA 94497

WHEREFORE Petitioner prays as follows:

1. For an order suspending and removing Vilma N. Ruiz aka Vilma N. Souza as

successor Trustee of the Aherne Trust Agreement (Revocable) of Dora A. Aherme dated February

3, 2006;

2. For an order approving and appointing Elsy M. Tadeo and Gloria E. Coleman as

successor trustees of the Aherne Trust Agreement (Revocable) of Dora A. Aherne dated February

3, 2006;

3. For an order that Vilma N. Ruiz tum over to the successor trustees all assets within the

trust in her possession;

4. For legal costs and fees to Petitioners herein in an amount to be determined by the

Court;

5. For an order denying fees for legal expenses, legal costs and trustee’s fees and costs

associated with any defense of the instant Petition by Respondent Vilma N. Ruiz; and

Dated: September 29, 2015

ELSY M. TADEO and GLORIA E. COLEMAN

Petition for Removal of Vilma M. Ruiz
as Successor Trustee 7eC ory DWH BF BN —

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VERIFICATION

I declare that:

Jam the Petitioner in the within action; I have read the foregoing
PETITION FOR REMOVAL OF VILMA M. RUIZ AS SUCCESSOR TRUSTEE,
CONFIRMATION OF SUCCESSOR TRUSTEES (Probate Code Section 17200 et
seq.)
and I know the contents thereof, the same is true of my own knowledge, except as to those
matters which are therein stated upon my information or belief, and as to those matters I
believe them to be true.

I declare under penalty of perjury under the laws of the State of California that the
foregoing is true and correct and that this verification was executed on September 29, 2015,

in San Francisco, California.

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VERIFICATION

I declare that:

I am the Petitioner in the within action; I have read the foregoing
PETITION FOR REMOVAL OF VILMA M. RUIZ AS SUCCESSOR TRUSTEE,
CONFIRMATION OF SUCCESSOR TRUSTEES (Probate Code Section 17200 et
seq.)
and I know the contents thereof, the same is true of my own knowledge, except as to those
matters which are therein stated upon my information or belief, and as to those matters |
believe them to be true.

I declare under penalty of perjury under the laws of the State of California that the

foregoing is true and correct and that this verification was executed on September 29, 2015,

Loh. £ Coe)

in San Francisco, California.@ AHERNE TRUST acreewen ®

THIS AGREEMENT, is made and entered into at San Francisco,
California, on February 10, 2003, by DORA A. AHERNE, as Trustor,
and DORA A. AHERNE, as Trustee.

I, DORA A. AHERNE, declare that I am a widow; that the name
of my husband was JOHN L. AHERNE; that I have no children the
issue of said marriage; that I have five children the issue of a
prior marriage, namely, ELSY M. TADEO, GLORIA E. COLMAN, SANDRA
A. ZENTENO, VILMA N. RUIZ, and MIGUEL A. ROSENTHAL.

WITNESSETH

The Trustor is the owner, as her separate property, of all
that certain property described on Schedule "A", attached hereto,
and hereby transfers and conveys such property to the Trustee;
and

The Trustor desires to provide the terms and conditions upon
which the property shall be held by the Trustee;

NOW, THEREFORE, in order to define the terms and conditions
upon which the Trustee shall hold said property, the parties
agree as follows:

ARTICLE ONE

Provisions Applicable During the Life of Trustor

The Trustee shall hold and administer the trust subject to the

following terms and provisions for as long as the Trustor shall live.

1.1 PAYMENT OF INCOME. The Trustee shall pay the entire net

AHERNE TRUST AGREEMENT PAGE 1income of the trust to or for the benefit of the Trustor so long as
he or she shall live, at convenient intervals, but not less frequently
than quarterly.

1.2 USE OF PRINCIPAL. The Trustee, during the lifetime of the
Trustor, shall have the power, in the Trustee's discretion, to use and
apply such part or all of the principal of the trust for the care,
support, maintenance and welfare of the Trustor as the Trustee shall

deem suitable or necessary for such purposes.
ARTICLE TWO

Provisions Applicable Upon the Death of Trustor.
2.1 DISPOSITION OF TRUST ASSET(S). Upon the death of the Trustor,

and after making provision for the payments provided for by the terms
of Article Six of this Trust Agreement, the Trustee shall hold, admin-
ister and distribute the remaining assets of the trust and all other
assets added to the trust by Trustor, or any other person, in the
manner following to wit:

2.l1.a The Trustee is directed to distribute the Trust Estate of
whatever kind and nature and wherever situated, whether the same be
real,,personal or mixed, to the following persons in the following
shares:

To my daughters, ELSY M. TADEO, GLORIA E. COLMAN, SANDRA

A. ZENTENO and VILMA M. RUIZ, my entire estate, or, if any child shall
predecease, then to her issue, if any, and if no issue, to the surviving
daughters.

The omission of my son, MIGUEL A. ROSENTHAL. is not
occasioned by mistake or neglect, but is the result of my intention.

AHERNE TRUST AGREEMENT PAGE 2ARTICLE THREE
, Trust Administrative Provisions

Except as may be specifically provided otherwise, the provisions
of this Article shall apply to the Trust Estate and all shares thereof
created by this agreement.

3.1 SUBSEQUENT ADDITIONS TO THE TRUST. The Trustee may receive
any other property, real or personal, from the Trustor or from any
other person or persons, to be held by the Trustee subject to the terms
of this agreement of any part thereof.

3.2 PROCEEDS OF SALE. Irrespective of any statute purporting
to direct the allocation of principal and income of the trust, the
entire proceeds of the sale or transfer (other than leasing or letting)
of any part of the trust property shall be for the account of principal
and shall become part of the Trust Estate and be held as a part thereof.

3.3 DIVISIONS AND DISTRIBUTIONS OF TRUST ESTATE. In making a
division or distribution of the Trust Estate in accordance with the
terms hereof, the Trustee hereby is authorized and empowered, in the
Trustee's discretion, to make such division or distribution among the
respective trusts or beneficiaries at such valuation as they shall
deem fit and proper. The Trustee, in the Trustee's discretion, may
distribute the trust property in-:cash or in kind to the beneficiary
or beneficiaries then entitled to receive any part or all of the Trust
Estate, and the Trustee is further empowered to sell such portion or
portions or all of the Trust Estate and to take stich other steps as
may be necessary or proper in the Trustee's judgment to effect any
such division or distribution.

AHERNE TRUST AGREEMENT PAGE 33.4 ACCRUED OR UNDISTRIBUTED INCOME. Any rule of law to the
contrary notwithstanding, income of the Trust Estate, or any share
thereof, actually accrued or collected but not distributed at the
time of termination of any estate or interest therein shall be payable,
or credited, as income proportionately to the beneficiary or
beneficiaries entitled to the next estate or interest therein in accord-
ance with his, her or their respective interest in such next estate or
interest.

ARTICLE FOUR

Provisions Applicable to the Office of Trustee

4.1 REFERENCE TO TRUSTEE. The original Trustee shall be the
Trustor designated herein.

4.2 SUCCESSOR TRUSTEE DURING THE LIFETIME OF THE TRUSTOR. If
prior to his or her death, the Trustor shall for any reason fail to
act or continue to act as Trustee, then ELSY M. TADEO and VILMA M.
RUIZ, the daughters of the Trustor, shall act as Co-Trustees. If
either Co-Trustee shall, for any reason, cease to act in such capacity,
I designate my daughter, GLORIA E. COLMAN, to act with remaining
Trustee.

4.3 SUCCESSOR TRUSTEE UPON THE DEATH OF TRUSTOR. Upon the
death of the Trustor, ELSY M. TADEO and VILMA M. RUIZ, the daughters
of the Trustor, shall act as Co-Trustees. If either Co-Trustee shall,
for any reason, cease to act in such capacity, I designate my daughter,
GLORIA E. COLMAN, to act with remaining Trustee.

4.4 COMPENSATION OF TRUSTEE AND COUNSEL. Other than the Trustor,

AHERNE TRUST AGREEMENT PAGE 4any Trustees serving hereunder shall be entitled to reasonable compen~
sation for their ordinary services in connection with the termination
or revocation of the trust in whole or in part. Any disbursements
by any Trustee hereunder for such compensation or for counsel fees
shall be payable, as the Trustee may deem proper, wholly from principal,
or wholly from income, or partly from each.

4.5 WAIVER OF BOND. No bond shall be required of any Trustee
appointed herein.

4.6 POWERS OF TRUSTEE. The Trustee shall have full power and
authority to:

4.6.a Hold and retain, either in the Trustee's own name or
in the name of a nominee, without liability for such retention, any and
all property (including shares of a corporate Trustee's own stock)
coming into the Trustee's possession hereunder:

4.6.b Vote and give proxies to vote, any securities having
voting rights (including shares of a corporate Trustee's own stock) ;

4.6.c Pay any assessment levied upon stock, and exercise
any right or option of subscription or otherwise which may at any time
attach, belong or be given to the holders of any stocks, bonds, secur-
ities, or other instruments in the nature thereof forming part of the
Trust Estate, and join in any plan of lease, mortgage, consolidation,
reorganization, or foreclosure of any corporation, trust or organiza-
tion or the property or assets thereof, including any deposit of
bonds, securities, and stock with any bondholders', stockholders' or

protective committee in which the Trust may hold stocks or bonds or

AHERNE TRUST AGREEMENT PAGE 5or other securities, and take and hold any securities issued under
such plan and pay any assessments thereunder.

4.6.d Enforce any mortgage or deed of trust or pledge held
hereunder and purchase at any sale thereunder any property subject
thereto;

4.6.e Sell at public or private sale (for cash or on terms),
improve, lease (without restriction or limitation as to term), borrow
money, mortgate, convey in trust, pledge, hypothecate, lease or con-
tract with reference to oil, gas or other minerals or natural resources
and mineral rights and mineral royalties which may be part of the Trust
Estate, and transfer, exchange, subdivide, partition, compromise,
surrender, or otherwise deal with the whole or any part of the trust
property upon such terms and conditions as the Trustee, in the. Trustee's
discretion, may deem advisable;

4.6.£ Borrow money, and pledge trust assets as security
therefor, for any purpose, including, without limiting the generality
of the power to borrow, the power to use leverage either for the
purpose of obtaining funds for further investment or to make payments
to a beneficiary;

4.6.g Construct, repair or remodel improvements on real
property of the Trust Estate, and remove or otherwise dispose of
improvements of real property, as the Trustee may determine;

4.6.h Loan or advance the Trustee's own funds to the trust
for any purpose thereof, at the then current rate of interest, and
any such loan or advance, together with interest, shall be repaid

therefrom;

AHERNE TRUST AGREEMENT PAGE 64.6.i Purchase assets (for cash or on terms) and invest and
reinvest any part of the trust property as the Trustee shall deem fit
and proper, including without limiting the generality of the foregoing,
mutual funds, or any common trust maintained by a corporate Trustee
serving hereunder, speculative investments, joint ventures, limited
partnerships, and purchase and retention of non-income producing assets,
without being restricted by any statutory limitation on investments
by Trustees, whether or not in effect at the date hereof; and

4.6.j Employ and remove any custodian's, attorney's, account-
ants, or any other agents to assist the Trustee in administering the
trust, and pay them or any of them reasonable compensation, charging
such compensation to principal or income, as the Trustee in the
Trustee's discretion shall determine.

4.7 NOTICE OF EVENTS. Until the Trustee shall have received
written notice of any birth, death, or other event upon which the
right to receive payments from the Trust Estate may depend, the Trustee
shall incur no liability for disbursements of principal or income made
in good faith to any person whose interests may have been affected by
that event.

4.8 POWERS AND DUTIES OF SUCCESSOR TRUSTEE. A successor Trustee
shall have the same duties, powers and discretion as the original
Trustee. A successor Trustee may accept the trust assets delivered by
the prededessor Trustee as constituting the entire Trust Estate, and
shall not be required to take any action to recover further assets

AHERNE TRUST AGREEMENT PAGE 7e e
or to investigate any acts done by any predecessor Trustee. No
successor Trustee shall be required to bring any action to determine
what constitutes the Trust Estate or to obtain possession of any assets
thereof.

4.9 RESIGNATION OF TRUSTEE. Any Trustee serving hereunder may
resign at any time by giving written notice of such intention to resign
to the Trustor. From and after the death of the Trustor, such notice
shall be given to the then adult individual beneficiaries of all trusts
created herein. During the incompetency of the Trustor or an adult
individual beneficiary, such notice shall be given to the guardian or
conservator of such beneficiary's estate.

4.10 INCOMPETENCY OF INDIVIDUAL TRUSTEE. The incompetence of
an individual Trustee serving hereunder shall be deemed a resignation
by such Trustee.

4.11 NO COURT PROCEEDING NECESSARY. The appointment and qual-
ification of a successor Trustee provided for in this Article shall
be effective without any court proceeding or decree. Each successor
Trustee shall indicate acceptance of the office by signing an original
of this Trust Agreement at the time such Trustee takes office.

ARTICLE FIVE

Powers of Revocation and Amendment

5.1 REVOCATION AND AMENDMENT DURING THE LIFETIME OF TRUSTOR.
The Trustor shall have the power at any time during her lifetime to
modify, alter, revoke or terminate this agreement in whole or in

part and to withdraw or borrow money upon the security of any of the

AHERNE TRUST AGREEMENT PAGE 8property which is subject to this agreement. Such action shall be
effected by executing an appropriate writing in counterparts, attach-
ing one executed counterpart to an executed original of this agreement
and by delivering an executed counterpart to the Trustee.

5.2 REVOCATION AND AMENDMENT BY AGENT. The power to revoke or
amend this instrument is personal to the Trustor and shall not be
exercisable on Trustor's behalf by a conservator or any other person.
This limitation does not apply to Trustor's agent under a durable
power of attorney, who may exercise the power to revoke or amend this
Trust as long as the agent is authorized to do so under the power of
attorney.

5.3 REVOCATION AND AMENDMENT AFTER THE DEATH OF TRUSTOR.

Upon the death of the Trustor, all trusts created herein shall be,
and the same are, expressly made irrevocable and unamendable.
ARTICLE SIX
Death, Taxes, Claims and Expenses

6.1 DEATH OF TRUSTOR. Upon the death of the Trustor, the
Trustee shall pay: (a) the expenses of the last illness and funeral
of the Trustor; (b) any valid and enforceable debts of the Trustor
with respect to which timely creditors claims have been or could be
presented to the personal representative of the estate of the Trustor
within four (4) months of the death of the Trustor or which constitute
a lien on trust assets or assets of the probate estate of the Trustor
to the extent that the Trustor would have been liable for such debts

were she alive; and (c) all Federal Estate Tax, death duty, state

AHERNE TRUST AGREEMENT PAGE 9estate tax or inheritance tax, with interest and penalties (if any)
thereon which may become due or payable to the United States or to any
state thereof or to the government of other countries or any political
subdivision of any such country, and which are due as a result of the
death of the Trustor. In paying the Federal Estate Tax due upon the
death of the Trustor, the Trustee is directed to pay all ora portion
of such death tax with any United States Bonds of the trust, or which
are added to the trust of the Trustor which are redeemable at par for
the purpose of paying Federal Estate Tax.
ARTICLE SEVENTH
Proceedings Against Trust

7.1 CONTEST PROVISION. In the event that any person or persons,
whether a named Beneficiary or not, shall contest the validity of this
Trust or the disposition of the assets of the Trust Estate, or any of
its provisions, the right of that person to take any benefits from the
Estate of the Trustor shall be limited to that right which that indiv-
idual would have had if her or her rights were determined had such
person predeceased the execution of this Trust Agreement without
surviving issue. The Trustee is hereby authorized to defend, at the
expense of the trust created herein, any attack of any nature on this
Trust Agreement or any of its provisions.

ARTICLE EIGHTH
The provisions of this article shall be applicable to all trusts

held under this agreement.

AHERNE TRUST AGREEMENT PAGE 108.1 APPLICABLE LAW. This Agreement has been executed in the
State of California and accepted by the Trustee herein. All questions
pertaining to the validity, interpretation and administration of the
agreement shall be determined in accordance with the laws of the State
of California.

8.2 HEADINGS. The headings of articles and paragraphs
appearing herein are for convenience only and shall have no
significance in the construction or interpretation of this Agreement.

IN WITNESS WHEREOF, the party hereto has executed this Agreement

on February 10°, 2003.

RA A. AHERNE, Trustor

DORA A. AHERNE, Trustee

AHERNE TRUST AGREEMENT PAGE 11ACKNOWLEDGMENT
STATE OF CALIFORNIA )
)ss.
COUNTY OF SAN FRANCISCO _)
On February 10* 2003, before me, JOHN J. LANK, JUR.,

Notary Public, personally appeared DORA A. AHERNE, personally known to
me or proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her authorized
capacity, and that by her signature on the instrument the person or

the entity upon behalf of which the person acted, executed the

instrument.

WITNESS my hand and official seal.

JOHN J. LANK JR.
aot a 9s9671 |
SAN FRANCISCO COUNTY.
‘My Comm, Expires January 13, 2008

(Seal)

AHERNE TRUST AGREEMENT PAGE 12SCHEDULE "A"

Asset(s) Initially Transferred into Trust:

That certain real property situated in the City and County of San
Francisco, State of California, commonly known as :

> 57 Niagara Avenue
San Francisco, California 94112

AHERNE TRUST AGREEMENT PAGE 1 OF 1