1992-214-Sign A Equity Sharing Agreement With The Chief Of Police, Larry J. ToddRESOLUTION 1992 -214
A RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO SIGN AN
EQUITY SHARING AGREEMENT WITH
THE CHIEF OF POLICE, LARRY J. TODD
WHEREAS, Developing a strong police /community partnership is one of the primary
responsibilities of the Chief of Police, and
WHEREAS, This is best achieved through involvement in a broad spectrum of
community activities and by having a personal interest in the quality of life shared by those
who live in the community, and
WHEREAS, The 1989 Loma Prieta Earthquake dramatically demonstrated the
vulnerability of our community to natural disasters, and
WHEREAS, The Chief of Police does not live within the boundaries of the Town and
had he been at home, it would have taken hours to respond back to the emergency
operations center to assume command because of structural damage and debris which
closed Highway 17, and
WHEREAS, If this were to happen in a future emergency, the ability of the Town
to protect its residents would be significantly reduced during the critical initial hours of
coordination and emergency response, and
WHEREAS, The Los Gatos Town Council desires to have the Chief live in the
community, and
WHEREAS, Council also recognizes that the cost of housing is prohibitive;
NOW, THEREFORE, BE IT RESOLVED by the Town Council of the Town of Los
Gatos that the Town Manager is authorized to sign an equity sharing agreement with the
Chief of Police, Larry J. Todd.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the 16th day of November, 1992, by the following vote:
COUNCIL MEMBERS
AYES: Randy Attaway, Joanne Benjamin, Brent N. Ventura
Mayor Eric D. Carlson
NAYS: Steven Blanton
ABSENT: None
ABSTAIN: None
SIGNED: —
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
�
CLERK OF THE TOWN OF � S GATOS
LOS GATOS, CALIFORNIA
TOWN CLERK
IHH:
REQ_2_q_ �
BID, . ......
EQUITY SHARING AGREEMENT
This agreement is entered into on November — 1992, between Larry J. Todd (Chief of
Police) and Valerie S. Todd, husband and wife, ("Todds"), and the Town of Los Gatos, a
Municipal Corporation, (Town ").
RECITALS
This agreement is based on the following facts:
A. Developing a strong partnership between the police department and the
community is one of the primary responsibilities of the Chief of Police. Such a partnership
is best achieved by the Police Chiefs involvement in a broad spectrum of community
activities and by having a personal stake and interest in the quality of life shared by those
who live in the community.
B. The Police Chief is also the Director of Emergency Services. Since the 1989
Loma Prieta Earthquake, which limited travel between the Town and many outlying areas,
the Town has developed a heightened awareness of the critical value of having the Police
Chief available during the critical hours immediately following catastrophic events.
C. The Town believes, therefore, that it is in the best interest of the community for
the Chief of Police to reside within the geographic boundaries of the Town.
NOW, THEREFORE, the parties agree as follows:
1. Purpose. The purpose of this Agreement is to provide for the ownership,
management, and disposition of residential real property ("the Property"), to be purchased
by the Todds and the Town through an "Equity Sharing Agreement." When the purchase
of the Property has been finalized, the parties agree to execute an addendum to this
Agreement setting forth the address, assessor's parcel number, legal description of the
Property, and their respective contributions toward the purchase price. The parties do not
intend to create a partnership, nor do they intend to create a landlord-tenant relationship.
The parties intend to own their interests in the Property as tenants in common, and agree,
for federal and state income tax purposes, to report their interests consistent with these
intentions.
2. Purchase, The Todds shall purchase the Property within the Town
boundaries.
3. Use of the Pro peLty, The Todds shall use the Property as their primary
personal residence.
4. Contributions to Purchase Price. The Town will contribute up to
$350,000.00 towards the purchase price of the Property. In no case shall the Town's
contribution exceed 65% of the purchase price of the Property. The purchase price shall
not include closing costs or any loan costs. No interest is or shall be owed on the Town's
contribution. The Todds shall pay the balance of the purchase price of the Property. The
Town acknowledges and agrees that some of Todds' contribution may be made in the form
of a bank loan secured by a first deed of trust on the Property up to an amount approved
by the Town Council.
5. Ownership of Prolerty. Legal title to the Property shall be in the Todds'
name, as husband and wife, as community property; provided however, that the Todds may
transfer legal title, and their beneficial interest in the Property to a revocable trust for their
benefit, subject to the terms and conditions of this Agreement. Equitable ownership of the
property shall be shared by Town and Todds.
6. Equity Interest.
(a) Initial calculation. Each party's equity interest in the Property
shall be equal to the proportion its contribution bears to the purchase price of the Property.
Therefore, the initial equity interests in the Property shall be determined in accordance with
the following example:
Arn in Equilylnterest
Total Purchase price of
Property: $600,000.00 100%
Town Contribution: $350,000.00 58.3%
Todds Contribution: $250,000.00 41.7%
(b) Recalculation of equity interest. The parties' respective equity interest
may be recalculated at any time by written agreement of the parties based on changed
circumstances such as: (i) unequal contribution to extraordinary maintenance or home
improvements, or (ii) Todds' partial buy -out of the Town's equity. Todds shall have the
right at any time to buy out the Town's equity share in increments of $1000.00 or more.
The equity interest of the parties shall be recalculated at the time that the
Property is sold, or at the time required for repayment of the Town's equity interest if
sooner. The recalculated equity interests shall be used to determine the allocation of the
sales proceeds at the time of disposition of the Property. Such recalculation shall be made
in accordance with the following example:
Amount Equily Interest
Original purchase price
of Property: $600,000.00 100%
Todds' original contribution
and equity interest: $250,000.00 41.7%
Town's original contribution
and equity interest: $350,000.00 58.3%
Todds' partial buy out of
Town's interest: $ 10,000.00
Extraordinary maintenance
(e.g., roof replacement and
landscaping paid by Todds) $ 5,000.00
Recalculated Total
Property value: $605,000.00
Todds' recalculated
equity interest: $265,000.00 43.8%
Town's recalculated
equity interest: $340,000.00 56.2%
7. Maintenance and Home Improvements
(a) Obligation to maintain. Todds shall maintain the Property in good
condition and repair at their sole cost except for costs of extraordinary maintenance and
home improvements in which the Town agrees to share.
(b) Extraordinary maintenance or home improvement. Any
maintenance, repair, or improvement made to the Property, the cost of which exceeds
$1000.00, which materially adds to the value of the Property or appreciably prolongs its life,
shall be considered extraordinary maintenance or home improvement. Examples include,
but are not limited to, roof repair or replacement, landscaping, painting, additions of square
footage, pool or spa installation, and remodeling.
(c) Town approval required for extraordinary maintenance or home
improvement. Todds must notify the Town Manager at least thirty (30) days in advance of
any proposed extraordinary maintenance or home improvement, except for emergency
repairs necessary to maintain the soundness or habitability of the Property. The Town
Manager will notify the Council of all such proposals, the cost of which is between $1000
and $5000, and thereafter approve or deny the proposal. If the Todds request that the
Town share in the cost of extraordinary maintenance or home improvements, or if the cost
exceeds $5000, the proposal shall be submitted for Town Council approval or denial. The
Town shall have no obligation to pay for any extraordinary maintenance or home
improvements.
(d) Recalculation of equity share for costs of extraordinary
maintenance and home improvements. Costs for extraordinary maintenance and home
improvements approved in advance, may be used to adjust the equity interests of the parties
as set forth above. The Town Manager shall cause a continuing record to be kept of all
approved extraordinary maintenance and home improvements and their costs for use in
recalculating the equity share.
8. Taxes. Todds shall pay all taxes, assessments, and utilities.
9. Insurance.
(a) Todds' duty to keep the Property insured. Throughout the term
of this agreement, Todds, at their sole cost and expense, shall (i) keep the Property insured
against loss or damage by fire and such other risks as are now included in extended all risk
residential insurance, including but not limited to earthquake and flood coverage, in an
amount sufficient to replace all structures on the Property; and (ii) shall carry homeowners'
liability insurance. All such policies shall name the Town, its officers, officials and
employees as additional insureds and shall be primary insurance as respects those additional
insureds. Any insurance or self - insurance maintained by the Town shall be in excess of
Todds' insurance and shall not contribute to it. Todds shall provide current evidence to the
Town of all required insurance.
(b) Proceeds of Fire and Extended Coverage Insurance. Todds and
the Town shall cooperate fully to obtain the largest possible recovery, and all policies of fire
and extended coverage shall provide that the proceeds shall be paid, as follows:
(i) Payments up to $5000 shall be made to Todds and held in
trust for repair and restoration of the Property.
(ii) Payments greater than $5000 shall be paid to the Todds and
the Town and held in trust for repair and restoration of the Property.
(iii) Any insurance proceeds remaining after completion of the
repair or restoration necessitated by the insured event, shall be divided between the parties
according to their equitable interest in the Property.
10. Indemnification. Todds shall indemnify and hold harmless the Town from
and against claims arising from Todds' use of the Property or from any activity, work, or
thing done by Todds in or about the Property, and shall indemnify and hold the Town
harmless from claims arising from any default in the performance of any obligation of
Todds to be performed under the terms of this Agreement or arising from any negligence
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of Todds or Todds' agent, contractor, or employee and from costs, attorney's fees, expenses
and liabilities incurred in the defense of any such claim. If an action is brought against the
Town by reason of such claim, Todds, upon notice from the Town, shall defend the Town
at Todds' expense. As a material part of the consideration of this Agreement, Todds
assume all risk of damage to the Property or injury to persons in, upon, or about the
Property arising from such cause.
11. Mortgages and Refinancing. Todds may borrow money for purchase of
the Property,and secure the loan by a purchase money mortgage on the Property, subject
to the Town's approval of the amount. Todds may neither refinance the original purchase
money mortgage nor mortgage or encumber the Property further without the prior written
consent of the Town.
12. Sale of PropeM.
(a) Occurrence requiring sale. The Property shall be sold upon the
first to occur of the following events: (i) Larry Todd's death; (ii) Larry Todd's retirement
from the Town; (iii) Larry Todd's failure to continue to use the Property as his primary
residence; or (iv) the voluntary or involuntary termination of Larry Todd's employment
with the Town other than by reason of death or retirement.
(b) Time for sale. Unless otherwise agreed by the parties, the Todds
shall be required to sell the Property within: (1) twenty four (24) months of (a)(i), (a)(ii)
or (a)(iii) above; and (2) within six (6) months ( a)(iv) above.
(c) Sales price. The Town and the Todds shall mutually agree to the
sales price for the Property. If the parties are unable to agree within forty-five (45) days
of the occurrence requiring sale, the sales price shall be the fair market value determined
by an independent appraiser. By the fiftieth (50th) day following the occurrence requiring
sale, the parties shall agree upon an independent appraiser who shall determine the fair
market value of the Property. If the parties cannot mutually agree upon an independent
appraiser, then each shall select one independent appraiser. If the appraisers so selected
do not agree upon the appraised value, the appraised value of each shall be added and the
sum shall be divided by two. Appraisal fees shall be paid equally by the parties.
If the Property does not sell at the sales price as determined above,
the parties may agree on a reduced price.
(d) Terms of sale. The terms of sale shall require full payment of the
Town's recalculated equity share at the close of escrow.
(e) Election to sell. The Todds may elect to sell the Property prior to
an occurrence requiring sale in which case the sales price shall be determined as provided
in subparagraph (c).
13. Allocation of Sales Proceeds. The proceeds from the sale of the Property
(net of any repair items agreed by the parties to be paid through escrow) shall be allocated
between the parties in accordance with their recalculated equity interests in the Property.
Repair items agreed by the parties to be paid through escrow shall be home in proportion
to each party's recalculated equity interest in the Property.
14. Recordation of Deed of Trust Securing Performance of Agreement
Todds shall execute a deed of trust against the Property to secure performance of all
obligations in this agreement. The Town's Deed of Trust shall be subordinated to the
Todds' purchase money mortgage, if such financing is secured as part of Todds' purchase
of the Property.
15. Default.
(a) Events constituting default. Each of the following events shall be
a default and a breach of this Agreement:
(i) Todds' default or delinquency in the payment of any loan
secured by a mortgage permitted by this agreement to be placed by Todds against title of
the Property;
(ii) Breach of any term, condition, or requirement of this
agreement.
(b) Notice and right to cure. As a precondition to pursuing any
remedy for an alleged default by Todds, the Town shall give notice of default to the Todds,
specifying in detail the alleged event of default and the intended remedy.
(c) Todds' right to cure. If the alleged default is nonpayment of taxes
or mortgage payments on the purchase money mortgage or other mortgage permitted by
the Town to be secured against the Property, Todds shall have ten (10) days after notice
is given to cure the default. For the cure of any other default, Todds shall promptly and
diligently after the notice commence curing the default and shall have thirty (30) days after
notice is given, to complete the cure plus any additional period that is reasonably required
for curing the default.
(d) Town's remedies. If any default by Todds shall continue uncured,
following notice of default and the period allowed for cure, the Town has the following
remedies in addition to all other rights and remedies provided by law or equity, to which
the Town may resort cumulatively or in the alternative:
(i) The Town may determine the sales price unilaterally, cause
the Property to be sold, and allocate the sales price as set forth in paragraph 13 above,
after recalculating the parties' equitable interests in the property to reduce the Todds' share
by the amount necessary to cure the default and pay all costs of sale.
(ii) The Town may cure the default and recalculate the parties'
equitable interest by the amount necessary to compensate it for the costs incurred to cure
the default.
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16. No Assignment. Except as otherwise provided herein, Todds may not
assign, rent, or part with the possession of the whole or any part of the Property, nor pledge
their interest to secure any indebtedness, without first obtaining the written consent of the
Town.
17. Attomevs' Fees. In case legal action is brought by either party under this
Agreement for breach or enforcement of its terms, the prevailing party is entitled to
reasonable attorneys' fees and costs.
18. Modification of Amendment This Agreement may be modified or
amended, or the proportionate equity shares of the parties adjusted, only with the written
consent of the parties.
19. Entire Agreement, This Agreement constitutes the entire understanding
between the parties on the subject of this Agreement and supersedes all prior verbal and
other negotiations.
20. California Law. This Agreement and the rights and obligations of the
parties shall be construed, interpreted, and enforced pursuant to the laws of the State of
California, except that this Agreement shall be given a fair and reasonable interpretation
in accordance with the intention of the parties without regard to, or aid of, Section 1654
of the California Civil Code.
The parties have signed this Agreement on November _ 1992, at Los Gatos,
California.
TOWN OF LOS GATOS, A
California Municipal Corporation
By
Eric D. Carlson
Mayor of the Town of Los Gatos
Los Gatos, California
ATTEST:
Marian V. Cosgrove
Clerk of the Town of Los Gatos
Los Gatos, California
Notarial acknowledgment
required of all parties.
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Larry J. Todd
Valerie S. Todd