HomeMy WebLinkAboutAgr 2007-07-05 (Town/Library)
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Town of Tiburon
Town Clerk
1505 Tiburon Blvd.
Tiburon, California 94920
21211217-121044703
Recorded I REC FEE 0 00
Official Records I ·
County of I
l'Iarin I
JOAN C. THAYER I
Assessor-Recorder I
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02:22PM 20-Jul-2007 I Page 1 of 10
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
APN: 058-171-62 (portion)
SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE
(Exempt from recording fees pursuant to Government Code Sections 6103 and 27383)
AGREEMENT TO CONVEY REAL PROPERTY
THIS AGREEMENT ("Agreement") is entered into this 5R day Of~ - V - ,
2007, by and between the TOWN OF TIBURON, a municipal corporation ("Town"~
BELVEDERE-TIBURON LIBRARY AGENCY, a joint powers agency ("BTLA").
RECITALS:
A. Town is the owner of certain real property situated in the Town of Tiburon located
generally at 1503 Tiburon Boulevard, more particularly described in Exhibit A, attached
hereto and incorporated herein by reference ("Property").
B. BTLA owns and operates a public library ("Library") at 1501 Tiburon Boulevard,
adjacent to the Property. The Library is very popular and demand for its use exceeds its
current size and capacity.
C. BL T A wishes to expand the Library and is in the process of designing a physical
expansion ("Project") and fundraising for its construction. BL T A has requested that the
Town contribute the Property for the Project. The Town Council finds that such use is
for the common benefit and is willing to convey the Property to BTLA subject to the
terms and conditions of this Agreement.
AGREEMENT
NOW THEREFORE BASED UPON THE FOREGOING RECITALS AND THE
COVENANTS AND CONDITIONS SET FORTH BELOW, THE PARTIES HEREBY AGREE
AS FOLLOWS:
1
1. Aereement to Convey the Property: Town will convey title to the Property to
BTLA for the sole purpose of public library use as set forth herein. For purposes of this
Agreement, "public library use" shall include accessory parking, landscaping and lighting
improvements.
A. When BTLA has completed the design and raised sufficient funds, or
commitment of funds, to complete construction of the Project, it will so notify
the Town in writing.
B. Within sixty (60) days of receiving said notice, Town will convey title to the
Property to BL T A. The deed of conveyance will contain the conditions and
restrictions set forth in this Agreement.
C. In the event that BL T A has not completed the design and fundraising for the
Project and provided the Town with the notice specified within six (6) years
of the date of this Agreement, this Agreement shall terminate and be of no
further force and effect.
D. Development of the Property is subject to all normally applicable Town laws
and regulations, except as may be waived or modified by ordinance of the
Town Council. Town retains its discretion to process and approve,
conditionally approve or deny all land use applications as provided by law.
E. BL T A may elect not to proceed with the transaction and project contemplated
by this Agreement by providing Town with written notice of termination of
this Agreement and executing in writing a recordable release of its interest in
the Property. In the event that the BL T A elects to terminate after close of
escrow, BLTA shall restore the Property to a condition equal to or better than
its condition prior to its conveyance to the Town.
2. Reverter: The Town shall have a right of reverter, causing title to the Property to
revert back to the Town, upon the occurrence of any of the following events:
A. Failure of BTLA to begin construction of the Project within six (6) years of
the date of the conveyance of the Property.
B. Failure ofBTLA to diligently pursue and complete construction of the Project
after construction has begun.
C. Failure to continuously use the Property for public library use after
completing construction. Notwithstanding the foregoing, the property will not
revert to the Town for any interruption in public library use caused by fire,
earthquake or other event beyond the control of BL T A, provided that BTLA
acts promptly and diligently to reinstate public library use and provided that
public library use is reinstated within two (2) years of the date of interruption.
D. Dissolution of BL T A.
E. Transfer of the Property to any other entity or agency without the Town's
prior written permission.
F. A finding by a court of law that the Property has been used in any way that
has violated applicable legal restrictions on its use.
Upon the occurrence of any of the listed events, Town may exercise its right of reverter in its
sole discretion, by providing written notice thereof to BL T A.
2
3. Indemnity: BLTA will indemnify, defend and hold harmless the Town and its
agents, officers and employees against and from any and all liabilities, demands, claims, actions
or proceedings and costs and expenses incidental thereto (including costs of defense, settlement
and reasonable attorneys' fees), which any or all of them may suffer, incur, be responsible for or
payout as a result of or in connection with any challenge to the legality, validity or adequacy of
any of the following: (i) this Agreement; (ii) the transfer of the Property pursuant to this
Agreement; and (iii) the use of the Property.
4. Condition of Property: BL T A understands that the Property may have been part
of the Southern Pacific (or predecessor companies) rail yard. Town makes no representation or
warranty as to the condition of the surface or the subsurface of the Property. BL T A is solely
responsible to conduct an investigation of the Property as it deems necessary prior to transfer of
title to confirm that the Property does not contain any hazardous materials that may affect
BTLA's ability to use the Property as contemplated. As of the close of escrow, BLTA will
acquire the Property in its" as is, where is" condition with all faults and conditions then existing
on the Property, including any hazardous substances or materials that may be located on, under
or around the property whether known or unknown. BLTA shall hold Town harmless and
indemnify Town from and assume all duties, responsibility and liability for all duties,
responsibilities, and liability (for payment of penalties, losses, costs, or damages) and for
responding to any action, notice, claim, order, litigation, or other proceeding that in any way
relates to: a) failure to comply with any environmental or industrial hygiene law, regulation,
standard, policy or guideline, or imposing standards of liability or conduct with regard to any
environmental or industrial hygiene concerns or conditions as may now or at any time hereafter
be in effect, unless such non-compliance results from conditions caused by Seller; and b) any
environmental or industrial hygiene conditions arising out of or in any way related to the
condition of the Property or activities conducted thereon, unless such environmental conditions
are caused by Seller.
5. Town Use of BTLA Space: Following completion of the Project, BLTA shall
give the Town priority over other non-Library users in the use of meeting spaces in the Library
facility, and shall provide such spaces at no cost to the Town.
6. Covenants Run With the Land: All of the prOVISIons, agreements, rights,
powers, standards, terms, covenants and obligations contained in this Agreement shall be binding
upon the parties and their respective heirs, successors (by merger; consolidation, or otherwise)
and assigns, devisees, administrators, representatives, lessees, and all other persons acquiring the
Property, or any portion thereof, or any interest therein, whether by operation of Laws or in any
manner whatsoever, and shall inure to the benefit of the parties and their respective heirs,
successors (by merger, consolidation or otherwise) and assigns. All of the provisions of this
Agreement shall constitute covenants running with the land pursuant to applicable law.
7. Recordation: All parties shall execute this Agreement with appropriate
attestations so that the Agreement may be recorded with the County Recorder of the County of
Marin, State of California. Upon full execution of this Agreement, the Town shall cause this
Agreement to be recorded in the official records of the County of Marin, State of California.
3
8. Governine Law~ Venue: The laws of the State of California shall govern all
questions with respect to this Agreement and the rights and liabilities of the parties hereto. The
County of Marin shall be the venue for resolving any dispute that arises under this Agreement.
9. Attorney Fees: In the event of any controversy, claim or dispute between the
parties hereto, arising out of or relating to this Agreement or the breach thereof, the prevailing
party shall be entitled to recover from the other party reasonable expenses, attorney fees and
costs.
10. Entire Aereement: This Agreement contains the entire Agreement of the parties
hereto concerning the subject matter herein, and supersedes any prior written or oral agreements
between them concerning the subj ect matter contained herein. There are no representations,
agreements, arrangements, or understandings, oral or written, between the parties hereto, relating
to the subject matter contained in this Agreement, which are not fully expressed herein.
11. Additional Documents: The parties hereto agree to execute any and all
additional documents and instruments necessary to carry out the terms of this Agreement.
12. Notice: Any notice to be given or other document or documents to be delivered to
either party by the other hereunder may be delivered in person or may be deposited in the United
States Mail in the State of California, duly registered or certified, with postage prepaid, and
addressed as follows:
BTLA:
Library Director
Belvedere- Tiburon Library
1501 Tiburon Boulevard
Tiburon, California 94920
Town:
Town Manager
Town of Tiburon
1505 Tiburon Boulevard
Tiburon, California 94920
Any notice or other document sent by registered or certified mail as aforesaid shall be deemed to
have been effectively served or delivered at the expiration of five (5) days following the deposit
of said notice or other document in the United States mail.
13. Assienment: Neither party shall assign this Agreement, nor any interest herein,
without prior written consent of the other party.
14. Appraisals and Administrative Costs: BTLA shall pay for all reasonable costs
necessary to complete the transfer and/or termination of property interests specified in this
Agreement, including, without limitation, the costs of any title reports, transfer taxes, appraisals
and administrative hearings necessary to complete the transactions.
4
15. Modifications and Amendments: This Agreement may be modified or amended
only by a written instrument signed by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
as of the date indicated next to the authorized signatures of the principals, members or officers of
each of them, as appear below.
TOWN: t}vM- rJ Ie; WU t
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BTLA: ,!?12ltj V> l'"C'C>/
By: !Ja- ~
Its: Chai Boar-
B y:1/l LIv'dfJ'A--i1J ;:6-,,-,-- \./--
Margaret A. rran
T own Manager
APPROVED AS TO FORM:
APPROVED AS TO FORM:
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Ann R. Danforth,
T own Attorney
--'-
5
EXHIBIT A
LEGAL DESCRIPTION - LIBRARY PARCEL
ALL THAT REAL PROPERTY situated in the Town of Tiburon, County of Marin,
State of California being the westerly 16,000 square feet of that certain 4.57 -acre
parcel of land, owned by the Town of Tiburon, commonly referred to as Zelinsky
Park, and being identified as Parcel 10 of that certain Record Map of "Point
Tiburon", filed for record February 16, 1984, in Volume 19 of Maps, at Page 4,
having the Serial Number 84-8031, in the Records of said County, said westerly
16,000 square foot portion being more particularly described as follows:
Commencing at the most westerly corner of said Parcel 10, said point being on
the westerly right-of-way line of the 70-foot wide Mar West Street, as said street
and corner are shown on said Map of Point Tiburon, thence along the southerly
line of said Parcel 1 0, South 650 47'32" East, 75.76 feet to the Point of Beginning
of, and most westerly corner of said 16,000 square-foot Library Parcel; thence
continuing along said southerly line, South 650 47'32" East, 164.95 feet; thence
departing said southerly line at a right angle, North 240 12'28" East, 115.00 feet;
thence, North 620 37'13" West, 72.72 feet to an angle point in the northerly line
of said Parcel 10, as said angle point is shown on said Map; thence, along said
northerly line, North 700 03'13" West, 32.43 feet to a poir:lt on the easterly right-
of-way line of said Mar West Street, said point being a point of non-tangent
intersection with a curve and having a Radial Bearing of South 340 40'13" West;
thence in a southwesterly direction, 131.24 feet along the Arc of said circular
curve to the left, having a Radius of 965.00 feet, a Central Angle of 70 47'33" and
a Long Chord which bears, South 510 26'00" West, 131.14 feet to the Point of
Beginning, and containing 0.37 acres, or 16,000 Square Feet, more or less.
Page 1 of3
Quiet River Land Services, Inc.
Legal Description - Exhibit A - Town of Tiburon Library Parcel
June 7, 2007
End of Description
This description together with Exhibit B - Plat of Parcel Library Parcel, being
attached hereto and made a part hereof.
~~
Kevin M. McGuire CA PLS #6437
G. 7 . 0 7
Page 2 of3
Date
LEGEND
NEW PROPERTY BOUNDARY
SUBJECT PROPERTY
ADJOINING PROPERTY
CENTERLINE
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(!2uiet Land Services, Inc.
YlweJi- 5673 W. Los Posltos Blvd.. Suite 215
Pleosonton, Collfornlo 94588
(925) 734-6788 Phone
~ (925) 734-6732 Fax
EXHIBIT B - PLAT OF LIBRARY PARCEL
LIBRARY PARCEL. TOWN OF TIBURON
MAR WEST STREET
TIBURON MARIN COUNTY CALIFORNIA
TBRN7001 DRN. BY: MAS CHK. BY: KMM DATE: 06/06/07
PAGE 3 OF 3
ALL-PURPOSE ACKNOWLEDGMENT
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VALLEY-SIERRA, 8CXl-362-3369
APA 5/99
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
WITN ESS my hand and official seal.
Place Notary Seal Above
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