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Home My WebLink About2023-01-18 Martha Property Contribution Agreement 1 CONTRIBUTION AGREEMENT This Contribution Agreement (“Agreement”) is entered into by and between the Town of Tiburon, a California municipal corporation (“Town”), and The Trust for Public Land, a California nonprofit public benefit corporation (“TPL”), together the “Parties,” effective as of the 18th day of January, 2023 (“Effective Date”), to set forth the terms and conditions regarding a contribution by the Town in support of TPL’s acquisition of the Martha Property, a 110-acre parcel of real property located in unincorporated County of Marin that is immediately adjacent to the Town (“Property”). Whereas, on June 14, 2022 TPL entered into a two-year option agreement with the Martha Co., owners of the Property (“Sellers”), to purchase the Property for Forty Two Million One Hundred Thousand and 00/100 Dollars ($42,100,000) (“Option”). Whereas, the Parties intend that the Property be preserved and used eventually for public, open space and recreational purposes through TPL’s acquisition and subsequent conveyance of the Property to an appropriate public agency or an environmental steward. Whereas, TPL entered into a Purchase and Sale Agreement with the Marin County Open Space District (“MCOSD”) dated June 21, 2023 in furtherance of that purpose. Whereas, TPL expects to convey the Property to MCOSD, but this intention is not a covenant or condition to this Agreement, and TPL makes no representation that its efforts to acquire the Property or secure eventual transfer to MCOSD will succeed. Whereas, on November 16, 2022, the Town Council voted unanimously to approve a pledge to contribute One Million and 00/100 Dollars ($1,000,000) in funds to be used for the acquisition of the Property (“Pledge”), and to direct staff to create a Martha Property Discretionary Reserve Account to reserve the Pledge amount. Whereas, on January 18, 2023, the Town Council voted unanimously to immediately contribute Two Hundred Thousand and 00/100 Dollars ($200,000.00) of the Pledge amount to TPL, to be used by TPL in the form of a non-refundable payment due under the Option (“Contribution”). While the Contribution is non-refundable if TPL fails to purchase the Property, it is fully attributable to the purchase price of the Property if TPL purchases the Property. To be clear, the full amount of the Contribution reduces the balance of the Town’s Pledge to Eight Hundred Thousand and 00/100 Dollars ($800,000.00) which remaining amount Town shall pay into escrow prior to close of escrow for the acquisition of the Property. Now, therefore, the Parties agree as follows: 1. Payment of Contribution. The Town has paid to TPL, in cash, the Contribution in the amount of Two Hundred Thousand and 00/100 Dollars ($200,000.00), to be used toward the option consideration payment paid to Sellers by TPL under the Option. 2. Funds Not Recoverable. The Town understands that the Contribution is nonrefundable to the Town, whether or not TPL successfully acquires the Property. 2 3. Miscellaneous. (a) Reliance. Town understands and intends that TPL will act in reliance on this Agreement, and if Town fails to honor this Agreement, TPL may pursue all rights and remedies available to it, at law or equity, with respect of this Agreement. (b) Entire Agreement; Waiver. This Agreement constitutes the entire agreement between the Town and TPL pertaining to the Pledge and supersedes all prior and contemporaneous agreements, representations, and understandings between TPL and the Town. No supplement, modification, or amendment of this Agreement will be binding unless executed in writing by the Parties. No waiver of any of the provisions of this Agreement will be deemed or will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver. (c) Binding on Successors. This Agreement is binding not only on the Parties but also on their respective successors and assigns. (d) Counterparts. The Parties may execute this Agreement in counterparts, each of which will be deemed an original (including copies sent to a party by facsimile transmission) as against the party signing such counterpart, but which together will constitute one and the same instrument. The Parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes Remainder of Page Intentionally Left Blank; Signatures Appear on Following Page 3 IN WITNESS of the foregoing provisions, the the Parties hereto have executed this Agreement as of the Effective Date. TOWN OF TIBURON, a California municipal corporation By: Greg Chanis Town Manager ATTEST: By: _______________________________ _ Lea Dilena, Town Clerk APPROVED AS TO FORM: By: ________________________________ Benjamin Stock, Town Attorney AGREED TO AND ACCEPTED BY: THE TRUST FOR PUBLIC LAND, a California nonprofit public benefit corporation By: Gilman Miller, Senior Counsel Greg Chanis (Oct 2, 2023 11:40 PDT) Benjamin stock (Jan 11, 2024 11:37 PST) Benjamin stock Lea Dilena (Jan 11, 2024 11:38 PST) Lea Dilena Martha Tiburon Ridge Contribution Agreement - signed by TPL Final Audit Report 2024-01-11 Created:2023-09-25 By:Lea Stefani (lstefani@townoftiburon.org) Status:Signed Transaction ID:CBJCHBCAABAAnYtBQ0zxN0a1VE7dTtrWhDgdKDFypFtJ "Martha Tiburon Ridge Contribution Agreement - signed by TPL" History Document created by Lea Stefani (lstefani@townoftiburon.org) 2023-09-25 - 6:08:58 PM GMT- IP address: 108.204.135.105 Document emailed to Greg Chanis (gchanis@townoftiburon.org) for signature 2023-09-25 - 6:09:49 PM GMT Email viewed by Greg Chanis (gchanis@townoftiburon.org) 2023-10-02 - 6:40:05 PM GMT- IP address: 104.47.73.126 New document URL requested by Greg Chanis (gchanis@townoftiburon.org) 2023-10-02 - 6:40:10 PM GMT- IP address: 108.204.135.105 Document e-signed by Greg Chanis (gchanis@townoftiburon.org) Signature Date: 2023-10-02 - 6:40:39 PM GMT - Time Source: server- IP address: 108.204.135.105 Document emailed to bstock@townoftiburon.org for signature 2023-10-02 - 6:40:40 PM GMT Email viewed by bstock@townoftiburon.org 2024-01-11 - 7:37:00 PM GMT- IP address: 149.19.236.62 Signer bstock@townoftiburon.org entered name at signing as Benjamin stock 2024-01-11 - 7:37:24 PM GMT- IP address: 99.120.76.149 Document e-signed by Benjamin stock (bstock@townoftiburon.org) Signature Date: 2024-01-11 - 7:37:26 PM GMT - Time Source: server- IP address: 99.120.76.149 Document emailed to ldilena@townoftiburon.org for signature 2024-01-11 - 7:37:27 PM GMT Email viewed by ldilena@townoftiburon.org 2024-01-11 - 7:37:47 PM GMT- IP address: 104.47.73.254 Signer ldilena@townoftiburon.org entered name at signing as Lea Dilena 2024-01-11 - 7:38:13 PM GMT- IP address: 108.204.135.105 Document e-signed by Lea Dilena (ldilena@townoftiburon.org) Signature Date: 2024-01-11 - 7:38:15 PM GMT - Time Source: server- IP address: 108.204.135.105 Agreement completed. 2024-01-11 - 7:38:15 PM GMT