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HomeMy WebLinkAboutAgr 1981-07-01 (Robert L. Kleinert)A G R E E M E N T Recitals 1. On July 1, 1981, the Town of Tiburon (Town) approved a Master and Precise Plan, and a Tentative Subdivision Map, for the development of a small portion of Town land off Reed Ranch Road. This development (part of the Atkinson parcel) consists of the -. creation of two (only) single family residential lots (Parcels 1 and 2), as more particularly described on that certain Parcel Map prepared by Bala & Strandgaard, dated July 1981, and recorded August 19, 1981, Book 19 of Parcel Maps, Page 70, County of Marin. 2. Town Council Resolution No. 1151 authorized the Mayor to enter into this agreement, on behalf of the Town, providing for the sale of one of said parcels to Robert L. Kleinert (Kleinert), the Town Manager, upon the terms and conditions hereinafter set forth. IT IS AGREED BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. Town agrees to sell, and Kleinert agrees to purchase Parcel No. 2 hereinabove described, upon the terms and conditions hereinafter set forth. Said property shall include all utilities to the curb at Reed Ranch Road which shall be provided by Town not later than March 1, 1982. 2. The purchase price is the sum of $125,000 lawful money of the United States, and shall be represented by a standard form promissory note, executed by Kleinert and his wife, Trudy, and secured by a standard form first deed of trust. Said note shall be prepayable at any time, and from time to time. 3. Said note shall bear interest at ten percent (100) per annum, compounded annually, and shall be payable in full upon maturity of the note. The note shall also provide that the amount of interest payable shall not exceed the amount of the increase in the fair market value of the lot, if any, during the period of time commencing with the date escrow closes and terminating on the date the note matures, and that in the event the parties are unable to agree, the fair market value of the lot.on the date the note matures shall be determined by an independent appraiser or appraisers selected by Town and Kleinert through an established procedure (the parties agree that the fair market value of the lot at the date escrow closes is $125,000). 4. The note, and all accrued interest, shall be payable in full upon the earliest to occur of the following three dates: (1) the date which is ninety (90) days from and after the date that Kleinert's employment with the Town is terminated, regardless of the reason; (2) the date of the sale, transfer or other disposition of 1. the property, or any interest therein, by Kleinert; (3) the date which is seven (7) years from and after the date escrow closes hereunder. 5. Town agrees to subordinate its deed of trust, one time only, to either (i) a construction loan and a subsequent permanent loan repaying the construction loan, or (ii) a combination construc- tion and permanent loan. Such loan or loans shall be from conventional savings and loan associations or banks for the purpose of enabling Kleinert to finance the construction and ownership of his home. Not- withstanding the foregoing, in the event Kleinert is unable to obtain permanent financing for a term of seven or more years, Town agrees to subordinate its deed of trust to any replacement permanent loan or loans obtained by Kleinert upon the expiration of the original or subsequent permanent loans provided the principal amount of any such replacement permanent loan does not exceed the then unpaid principal balance due under the previous permanent loan. It is agreed that a condition to said subordination is that Kleinert agrees to contribute substantial funds from the cash proceeds of the sale of his present home in San Rafael towards the construction cost of said improvements; and that Kleinert be employed by the Town at the time of said subor- dinations. Said note shall not be subordinated to any other loan or loans, other than as expressly herein provided. 6. Escrow shall close on or before March 1, 1982. In the event escrow fails to close by said date this agreement shall be null and void and both parties shall be released from any liability hereunder, unless the date for close of escrow is extended in writing between parties. 7. In the event that for any reason Kleinert fails to establish his permanent residence on the parcel of land sold hereunder within eighteen (18) months from the date escrow closes, this agreement shall become null and void and the parties shall be restored to the status quo ante. That is, Kleinert shall return to the Town, by deed, all interest in the property acquired hereunder, and Town shall return to Kleinert the promissory note and any other compensation which it may have received from him, and thereafter the parties shall have no further liability to each other hereunder except that Kleinert shall have the right to remove within a reasonable period of time any and all improvements made by him on the property sold hereunder. 8. In the event that Kleinert shall, at any time, desire to sell, exchange or otherwise dispose of, the property purchased by him hereunder, he shall first offer the same to the Town, setting forth in writing the terms of said proposed sale, exchange or other transfer. The Town Council shall have thirty (30) days following receipt within which to accept said offer. In the event the Council decides not to accept said offer, it shall, not later than thirty (30) days following receipt, so notify Kleinert, in writing, and Kleinert shall, for a period of six (6) months thereafter, then be entitled to sell said property upon the identical terms and conditions (and no other) upon which he offered the property to Town. In the event of such subsequent sale to a third party, Kleinert shall, upon demand, furnish Town with copies of the instrument of sale as well as of all documents deposited into escrow. In the event Kleinert thereafter desires to alter the items and conditions of sale to said third party, or to sell following said six (6) month period, 2. he shall re -offer the property to Town, upon the same or the new terms and conditions, as the case may be, and the Council shall then have thirty (30) days thereafter within which to accept said offer. In the event the Council decides not to purchase said property, the same procedure as hereinabove set forth shall be followed. In the event Kleinert proposes to sell, exchange or otherwise dispose of the property for a consideration other than cash, Town shall have the right to have other consideration appraised for its fair market value thereof. In the event of a conflict between the provisions of this Paragraph 8, and Paragraph 7 above, the provisions of Paragraph 7 shall prevail. 9. By her signature hereinbelow, Kleinert's wife, Trudy, agrees to be bound by all of the terms and conditions hereof and to execute any and all documents that may be reasonably necessary or desirable to carry out this agreement. 10. A notation shall be made on the deed to Kleinert for the purpose of giving notice that the sale is subject to the provisions of this agreement. Town shall pay any applicable transfer taxes and Kleinert shall pay the cost of recording the deed, the title insurance premiums and escrow fees. 11. It is agreed that before the final map can be recorded, certain terms and conditions must be met. In the event that for any reason, and regardless of .fault, said conditions are not met, or for any other reasons the map is not recorded, within one hundred twenty (120) days from the date hereof, this agreement shall auto- matically become null and void and of no force or effect, and the parties hereto shall be released from any further.liability or responsibility to the other hereunder. 12. It is expressly understood that nothing contained herein shall be construed to provide Kleinert a contract of employment as Town Manager. The Town Manager shall continue to serve at the pleasure of the Town Council, and this agreement shall not create a cause of action for any money damages due to, or arising out of, any action the Council may take in regard to the employment of the Town Manager. 13. This agreement constitutes the entire agreement of the parties and may only be modified or amended by an agreement in writing signed by the parties hereto. 14. Time is of the essence of this agreement. 3. 15. This agreement shall be binding upon the heirs, successors and assigns of the respective parties hereto. IN WITNESS WHEREOF, the parties have entered into this agreement in duplicate at Tiburon, California, this P4th day of eb ew 1981. APPROVED AS TO FORM: f Robert I. Conn Town Attorney TOWN OF TIBURON By I / Kirk Hanson, Mayor 4. ROBERT L. KLEINERT A,/ T7 11Y G. KLEIN RT