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HomeMy WebLinkAboutPCDC Resolution 2007-11 06/18/2007RESOLUTION NO. 2007-11 PETALUMA- COMMUNITY DEVELOPMENT COMMISSION APPROVING AND AUTHORIZING THE EXECUTION. OF A FULL LOAN REPAYMENT AGREEMENT BETWEEN THE COMMISSION AND LOK PETALUMA MARINA HOTEL COMPANY, LLC WHEREAS, the Community Development Commission of the City of Petaluma ("Commission") is carrying out the Community Development Plan ("Plan") for the Petaluma Community Development Project ("Community Development Project"); and, WHEREAS, in furtherance of the Community Development Project, Commission and LOK Petaluma Marina Hotel Company, LLC ("Participant") entered into an Owner Participation Agreement dated April 17, 2001, as amended by a First Amendment to Owner Participation Agreement dated January 29, 2004 ("OPA"); and, WHEREAS, the OPA provides, among other things, for Participant to redevelop an approximately two acre site located within the City of Petaluma as a Sheraton Marina hotel and, in connection therewith, for Commission to make the following loans to Participant: (i) a loan in the principal amount of up to Two Million Dollars ($2,000,000) ("Tax Increment Loan"); and (ii) a loan in the principal amount of Seven Hundred Fifty Thousand Dollars ($750,000) ("Eligible Construction Cost Loan") (collectively, the "Commission Loans"); and, WHEREAS, Participant has completed development of the hotel in accordance with the OPA and Participant has partially disbursed the Tax Increment Loan and fully disbursed the Eligible Construction Cost Loan to Participant; and, WHEREAS, Participant desires to refinance Participant's original construction loan for the Sheraton Marina hotel project with a new permanent financing loan, and in connection therewith to repay in full the outstanding principal balance of the Commission Loans together will al{ accrued interest thereon and to terminate the OPA and all ancillary documents between Commission and Participant and/or Participant's original construction lender, WG Investments LLC ("WG Investments"); and, WHEREAS, in consideration of Participant's repayment of the Commission Loans prior to the maturity date thereof and agreement to forego receipt of any additional Tax Increment Loan proceeds, Commission is willing to terminate the OPA and all related documents entered into between Commission and Participate and/or WG Investments in connection therewith, including the Memorandum of OPA recorded in the Official Records of Sonoma County, California as Instrument No. 2001-062799, the Commission Deed of Trust recorded as Instrument No. 2001-062798, the Agreement to be Recorded Affecting Real Property recorded as Instrument No. 2001-062800, the Subordination and Standstill Agreement recorded as Instrument No. 2001-133596, the Addendum to Subordination and Standstill Agreement recorded as Instrument No. 2002-1 12333, the Memorandum of OPA First Amendment recorded as Instrument No. 2004-032873 and the First Implementation Agreement recorded as Instrument No. 2004- 032872 (collectively, "OPA Documents"). PCDC Resolution 2007-1 1 Page 1 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF PETALUMA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Commission hereby approves the' Full Loan Repayment Agreement ("Full Loan Repayment Agreement") attached hereto as Exhibit A and incorporated herein by reference. Section 2. The Executive Director and Secretary of the Commission are hereby authorized and directed to execute the Full Loan Repayment Agreement on behalf of the Commission, subject to any minor technical revisions as may be approved by Commission counsel. The Executive Director and Secretary are hereby further authorized and directed to take such further actions and execute such documents, including a full reconveyance of the Commission Deed of Trust, as are necessary to carry out the Full Loan Repayment Agreement on behalf of the Commission. ADOPTED this 18th day of June, 2007, by the following vote: Commissioner Aye No Absent Abstain Barrett X Freitas X Harris X Vice Chair Nau X O'Brien Rabbitt Chair Torliatt X X X _ ~ ~ -__ ATTEST: Claire Cooper, Recording S retary --~"_" -- - r- - ~. '~ -; _- .- - _ ~r - - Pamela Torliatt;_~~,~~i~ - -- APPROVED A~SiTO FORM: Eric Danly, Gral Counsel PCDC Resolution 2007-1 1 Page 2 F.X>FTiRiT A FULL LOAN REPAYMENT AGREEMENT [to be inserted] RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Community Development Commission of the City of Petaluma 11 English Street Petaluma, California 94953 Attention: Agency Secretary/City Clerk SPACE ABOVE THIS LINE FOR RECORDER'S llSE ONLY EXEMPT FROM RECORDING FEE PER GOVT CODE §27383 FULL LOAN REPAYMENT AGREEMENT LOK PETALUMA MARINA IIOTEL COMPANY, LLC, a California limited liability company, having offices at 2767 Clay Street, San Francisco, California 94115 ("Participant"), the COMMUNITY DEVELOPMENT COMMISSION OF TIIE CITY OF PETALUMA, a public body, corporate and politic, of the State of California, having offices at 11 English Street, Petaluma, California 94953 ("Commission"), and WG INVESTMENTS LLC, a California limited liability company, having offices at 950 Shiloh Vista, Santa Rosa, California 95403 ("WG"), (collectively Participant, Commission, and WG shall be referred to herein as the "Parties") make the following full loan repayment agreement ("A~reement") on this day of , 2007 ("Effective Date"), based on the following material facts: Recitals A. On April 17, 2001, Commission and Participant entered into that certain Owner Participation Agreement dated April 17, 2001 ("Original OPA") providing for redevelopment of that certain approximately two (2) acre parcel of real property located within the City of Petaluma, County of Sonoma, State of California ("Property"), described in Exhibit A attached hereto as a Sheraton hotel. Pursuant to the Original OPA, Commission -has made the following loans to Participant: (i) a loan in the principal amount of Two Million Dollars ($2,000,000) which has been partially disbursed ("Tax Increment Loan"); and (ii) a loan in the principal amount of Seven Hundred Fifty Thousand Dollars ($750,000) which has been fully disbursed ("Elie-ible Construction Cost Loan") (collectively, "Commission Loans"). PCDC Resolution 2007-1 1 Page 3 B. The Tax Increment Loan and the Eligible Construction Cost Loan are evidenced by separate promissory notes, each dated April 17, 2001 ("Promissory Notes"). As security for said Promissory Notes, Participant executed a second position Deed of Trust naming Commission as beneficiary ("OPA Deed of Trust") and recorded against the Property on May 16, 2001 in the Official Records of Sonoma County, California as Instrument No. 2D01-062798. C. On May 16, 2001, a memorandum of the Original OPA ("Memorandum of OPA") and an Agreement Affecting Real Property ("Agreement Affecting Real Property") setting forth certain covenants running with the land were recorded in the. Official Records of Sonoma County, California as Instrument Nos. 2001-062799 and 2001-062800, respectively. D. On September 17, 2001, Participant and WG entered into a Construction Loan Agreement pursuant to which WG loaded to Participant the sum of Eighteen Million Dollars ($18,000,000) to finance construction of the Sheraton Marina Hotel. E. On September 17, 2001, Participant,. WG and Commission entered into a Subordination and Standstill Agreement, recorded in the Official Records of Sonoma. County, California as Instrument No. 2001-133596 ("Subordination and Standstill Agreement"). F. On September 20, 2001, Participant, WG and Commission entered into an Addendum to Subordination and Standstill Agreement, recorded in the Official Records of Sonoma County, California as Instrument No. 2002-112333 ("Addendum to Subordination and Standstill Agreement"). G. On January 29, 2004, Commission and Participant entered into a First Amendment to the Original OPA ("OPA First Amendment"), a memorandum of which ("Memorandum of OPA First Amendment") was recorded in the Official Records of Sonoma County, California as Instrument No. 2004-032873. H. On January 29, 2004, Participant, Commission, and WG entered into a First Implementation Agreement to Subordination and Standstill Agreement ("First Implementation Agreement"), which was recorded on March 10, 2004 in the Official Records of Sonoma County as Instrument No. 2004-032872. L Participant desires to refinance the WG construction loan with a new permanent financing loan ("New Loan"), and in connection therewith to repay in full the outstanding principal balance of the Commission Loans together will all accrued interest thereon ("Commission Indebtedness"), and to terminate the Original OPA and related documents. J. Subject to repayment of the Commission Indebtedness in full, the Parties now desire to rescind and terminate the Original OPA, Memorandum of OPA, OPA Deed of Trust, Agreement Affecting Real Property, Subordination and Standstill Agreement, Addendum to Subordination and Standstill Agreement, OPA First Amendment, the Memorandum of OPA First Amendment, and the First Implementation Agreement (collectively, "OPA Documents") as PCDC Resolution 2007-1 1 Page 4 provided below. Agreement NOW, THEREFORE, THE PARTIES, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT WHEREOF IS HEREBY ACKNOWLEDGED, AGREE AS FOLLOWS: 1. Effective upon the closing date ("Closing Date") of the New Loan, Participant shall pay Commission the entire outstanding principal and interest balance of the Commission Indebtedness through the escrow established in connection with the New Loan. Concurrently with payment of the Commission Indebtedness, Commission shall execute and record a full reconveyance of the OPA, Deed of Trust and return the Promissory Notes to Participant marked paid in full. 2. Participant acknowledges and agrees that as of the Effective Date the outstanding principal and interest balance of the Commission Indebtedness is Two Million Three Hundred Seventy-Eight Thousand Nine Hundred Ninety-Two and Twelve One-Hundredths Dollars ($2,378,992.12). 3. Subject to payment of the Commission Indebtedness in full, on the Closing Date, the OPA Documents shall be rescinded and terminated and shall have no further force or effect. Thereafter, no parties shall have any further rights or obligations thereunder. 4. Participant shall defend, indemnify and hold harmless Commission and City and its and their officers, employees, agents and representatives from and against any and all present and future liabilities, obligations, orders, claims, damages, fines, penalties and expenses (including attorneys' fees and costs) (collectively "Claims"), arising out of or in any way connected with Participant's obligation to comply with all laws with respect to the work of improvements ("Improvements") located on the Property, including, without limitation, all applicable state labor laws and standards. Participant hereby waives, releases and discharges forever Commission and City, and its and their employees, officers, agents and representatives, from any and all present and future Claims arising out of or in any way connected with Participant's obligation to comply with all laws with respect to the work oflmprovements including, without limitation, all applicable state labor laws and standards. Participant is aware of and familiar with the provisions of Section 1542 of the California Civil Code which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." PCDC Resolution 2007-1 1 Page 5 As such relates to this Section 4, Participanthereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code. 5. Participant agrees to indemnify, defend and hold Commission and City harmless from and against any Claims resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage or disposal of any Hazardous Materials on, under, in or about, or the transportation of any such Hazardous Materials to or from, the Property and/or the Improvements, or (ii) the violation, or alleged violation, of any statute, ordinance, order; rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Property and/or the Improvements, caused by Participant or any of Participant's predecessors in interest. This indemnity shall include, without limitation, any damage, liability, fine, penalty, parallel indemnity, cost or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation loss; damage to the natural resource of the environment, nuisance, contamination, leak, spill, release or other adverse effects on the environment. "City" means the City of Petaluma, a California municipal corporation. "Hazardous Materials" means any substance, material, or waste which is or becomes regulated by any local government authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely hazardous waste," or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as such "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as "hazardous substance "under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as "hazardous substances" pursuant to Section 311 of the Clean Water Act (33 U.S.C. § 1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (xi) defined as "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601 et seq.; as the foregoing statutes and regulations now exist or may hereafter be amended. PCDC Resolution 2007-71 Page 6 6. Participant shall defend, indemnify, assume all responsibility for, and hold Commission and City, and its and their officers, employees and agents,. harmless from, all Claims of any kind or nature relating to the subject matter of the OPA Documents or the implementation thereof and for any damages to property or injuries to persons, including accidental death (including attorneys' fees and costs), which may be caused by any of Participant's activities under the OPA Documents, whether such activities or performance thereof be by Participant or by anyone directly or indirectly employed or contracted with by Participant and whether such damage shall accnie or be discovered before or after termination of the OPA Documents. Participant shall not be liable for, and shall not be required to indemnify Commission or City for, property damage or bodily injury occasioned by the sole negligence of Commission or City, or its or their designated agents or employees. 7. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its choice of laws provisions. 8. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof, and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they have related in any way to the subject matter hereof. 9. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. This Agreement may only be assigned with the prior written consent of all Parties (such consent not to be unreasonably withheld or delayed). 10. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument. 1 1. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all of the Parties. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. 12. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. 13. Each of the Parties will bear their own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. 14. Each of the Parties shall execute all other documents necessary to effect the intent of this Agreement, including but not limited to reconveyances in connection with deeds of trust PCDC Resolution 2007-1 1 Page 7 recorded against the Property. 15. If the Closing Date has not occurred on or before August 31, 2007, or such later date as may be agreed upon by the Parties, this Agreement shall have no further force or effect. 16. If any party hereto fails to perform any of its obligations under this Agreement or if any dispute arises between the Parties hereto concerning the meaning or interpretation of any provision of this Agreement, then the party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by the other party on account of such breach and/or in enforcing or establishing its rights hereunder, including court costs and reasonable attorneys' fees and disbursements, incurred in collecting any judgment or award resulting from such dispute, if any. 17. Each individual or entity executing this Agreement represents and warrants that he or she or it is duly authorized to execute and deliver this Agreement on behalf of his, her, or its respective party and that such execution is binding upon such party. 18. The recitals and introductory paragraph of this Agreement and all exhibits to which reference is made in this Agreement are incorporated herein by reference. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. PARTICIPANT: LOK PETALUMA MARINA HOTEL COMPANY, LLC, a California limited liability company By: LOK PETALUMA MARINA DEVELOPMENT COMPANY, LLC, a California limited liability company Its: Managing Member By: By: LUNA INVESTMENTS, LLC, a Delaware limited liability company Its: Manager Thomas H. Birdsall Its: Manager PCDC Resolution 2007-1 1 Page 8 COMMISSION: COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF PETALUMA, a public body, corporate and politic By: Michael Bierman Its: Executive Director ATTEST: Claire Cooper Commission Secretary APPROVED AS TO FORM: McDonough Holland & Allen PC Gerald J. Ramiza Agency Special Counsel WG INVESTMENTS: WG INVESTMENTS, LLC, a California limited liability company By: Donald Green Its: Manager PCDC Resolution 2007-11 Page 9 EXHIBIT A Legal Description of Property All that real property situated in the City of Petaluma, County of Sonoma, State of California, acid being a portion of the lands of Kirkktnan Les T.o1~, et al., as descxibecl by Deed recorded as Document Number 97-04T~.97, Offitzal Records of 6or~ama County, described as follows: PARCEL ONE: 8egizuung at a point on the southwesterly line of Lot 4 as shown an chat map entitled "Petaluma Marina Parcel Map No. 247" fried inBoak 454 of Maps at pages 9 and 10, Sonoma County Retards, from which the most westerly corner of said Lot 4 bears North 41°04`00" West 5.00 feed tltence_ leaving said line, parallel to and 5.00 feet distant from the Easterly line of Lot 3 as shown on said Parcel Ariap Na.247, North 48°56'00" East 132.11 feetf thence North 03°56`{HJ" East 148.68 feet to a paint on the Southwesterly line of a 30 fQOt Hart-exclusive common driveway easement as shown on said Parcel Map No 247;. thence along sand Southwesterly Line, also being ties Northeasterly line of said Lot 4, South Sb°04'00" East 32.24 feed thence continuing South 86°04`00" East, 223 feet; thence Southeasterly along a tangent curve concave to the right, with a radius of 35.00 feet, through a central angle of 38°35'40",for an arc length of 23.58 feet; thence South 47°28'20" East, 7621 feet; thence Southeasterly along a tangent cru~ve concave bQ the tight, with a radius of 55.Q0 feet, through a central angle of 06°24'20",fox an arc length of 6.15 #eet; thence South 41°04'00" East, 3.38 feet; thence North 48°56'00" East, 7.72 feet; thenceSauth 41°04'00" East, 72.00 feet; thence South 48°56'00" West, 7.72 feet; thence South 41°04'00" East,11.47feet; thence Southerly along a tangent curve concave to the right, with a radius of 52f~1 feet, through a central angle of 28°24'7,4"`,far an azclength of 25,78 feet; thence South ?2°39'46" East,14.07feet; thence Southerly along a tangent curve concave to the right, with a radius of 35.00 feet, through a cux#xal angle of 1b°35'46", fox an arc length of 20.14 feet; thetas South 03°56'00" West, 2.07 feet to a point on the Northeasterly Tine. of said Lot 4 (454 M 9); thence continuing South 03°56'0(#" West3Z.94 feet; thence South 41° 04' 00" East 1b3.27 feet; thence South 10°09'03" West 63.45 feet; thence South 03°56'00" West 303.91 feet to the . Southerly Line of said Lot 4; thence along said line North 86°04'00" West 76.70 feed thence North 03°56'0©" East 72.93 feet; thence North 41°04'00" West 144.00 feed thence North 86°04'00" West 28.50 feed thence South 4$°56'00" west 31,00 feet; thence North 41°04'00" West 283.30 feet to the point of Beginning. 1013628v5 32624/0002 Exhibit A . .... _.: Page 1 of 4 PCDC Resolution 2007-1 1 Page 10 PARCEL. TWQ; A REVISED ALIGNMfsNT 30-foot 1Von Exclusive Common Tlriveway as described in the second rnociification of Declaration of Easements, Covenants and Restrictions and Reciprocal Easements recorded July 21, 20003, as Document Number ZfIO(}-1)72696, zz~ore particularly described as follows: AN EASEMENT Aver a portion of Lot 5, Petaluma Marina; :said Lot being delineated on the Parcel Map recorded in Book 454 of Maps at Pages 4 and 1©, Sonorna County Records, said portion being more particularly described as follows A STRIP Qlj LAND 30 feet in width, the center Line of which is described as follows: BEGINNING at a point on the l\tortherly line of Lot b, said point being South 7b°54'12" East, 7.45 feet from a point designated as Point "C", being the centerline of an existing 30' Non-Exclusive Common Driveway Easement, all as delineated ox1 said map (454 M 9); and running thence along saki centerline, South 05°10'14° East, 53.62 feet; thence continuing an said centerline, Southeasterly, along a tangent curve concave to the left with a radius of 1Q0,00 feet;, through a central angle of 35°53'46"', for an arc length~of 62.b5 feet; thence continuing on said centerline, ,Easterly; along a tangent curve concave to the Left with a radius of .50.00 feet, through a central angle of 45°00`00", for an arc length of 39 27 feetr thence continuing an said centerline, South 86°04'00" East, 223 feet; thence Southeasterly, along a tangent curve concave to the right with a radius of 50.00 feet; through a central angle of 38°35'40", far an arc length of 33.68 feet; thence South 47°28'20" Easy 7b.21 feet; thence Southeasterly, along a tangent curve to the right with a radius of 70.40 feet, through a central angle of 06°24'20", for an arc length of 7.83 feet; thence South 41°04'110" East, 86.84 feed thence Southerly, along a tangent curve concave to the right with a radius of 57.00 feet, through a central angle of 2$°24'14"; far an arc length o#33.21 feet; thence South 12°34'46'° East, 14.08 feed thence Southerly, along a tangent curve concave to the right with a radius of 50.00 fee, through a central angle of 16°35'4b", for an arc length of 14.48 feed thence South 03°56'40" West, 2.06 feet to the true point o€ ending of the centerline.of this description, said point being a point on the centerline of the previously mentioneii existing 30' Non-Exclusive Common Driveway Easement (454_ M 9}, said point bearing North 03°55'00" East, 2b.72 feet from the bnorrument at the Southerly end of course L12, as delineated on said map (4S4 M 9). EXCEPTING THEREFROM that portion Tying within Parcel One, abav e 1013628v5 32624/0002 Exhibit A ... ., .. Page2of4 ._ PCDC Resolution 2007-1 1 Page 1 1 PARCEL TkIR11E: AN EASEMENT far street ar highway purposes, mare particularly described as follows: ` A STRIP Op LAND, $0 feet wide, situated in the City of Petaluma, County of Sonoma, State of California, lying equally 40 feet on each side of the foIIowing described line; CO14iMENi NCTNG atthe Southeasterly carver of that certain parcel of land described in Deed dated May 1.6,1984, from Public Storage Properties X, Ltd. to City of Fetaluma ,retarded July 3,1984, under Document No. 8~4-045209, Sonoma County Records, said corner being the Northerly line of land, 60 feet wide, of NorthwesternPacific Railroad Company; tliente North 77°01'51" West, along said Northerly line, being parallel with and distant 30 feet Northerly, measured at right angles from the original located cent dine of Northwestern Pacific Railroad Company's main tract {formerly Donahue Branch, retired), 26.33 feet to the true point of beginning of the line herein to be described; thence South 05°18`25" Easir 63.19 feet to the Southerly line of said Company's land: fine side lines of the herein above described 80-foot wide strip of land terminate in said Northerly and Southerly lines. PARCEL. FfOLIR: AN EASEMENT far street or highway Purposes, more particularly descnb~ed as follows: BEING A PORTION of the lands of NorthwesterirPacxfic Railroad Company, as described by Deed recorded in Book 345 of Deeds, Page 265, Sonoma County Records, and being mare particularly described as follows: BEGINNING at Point "C" as shown an that Record of Survey, filed in Book 185 of Maps, Page 15, in the Office of the Sonoma County Recorder; thence along the Southeasterly line of the said lands of Northwestern Pacific Railroad Company, along a curve to the left from a tangent which. bears North 76°89'12" V4'est through a central angle of 03°02'36",.having a radius of 35220 feet and length of 18.71 feet< thence leaving said Southeasterly line, North 05°10'14" West, 0,52 feet; thence 76°59'12" East;18.86 feet to the point of beginning. 1013628v5 32624/0002 Exhibit A . _.._..._. Page 3 of4 PCDC Resolution 2007-11 Page 12 . PARCEL FIVE' AN EXIT EAS] jMENT aver a portion of Lot 3 and Lot 4, Petaluma Marina, said Lots being delineated on the Parcel Map recorded in Book 454 of Maps at Pages 9 and 10, Sonoma County Records, conveyed by document recorded June 19, 2000, as Document Number 2000-060402, Sonoma County Records; said portion bev~g more particularly described as folIaws: BEGINNING at the Northwesterly comer of said Lot 4 (454 M 9) and proceeding along the Northerly line of Lot 4 (454 M 9), South 86°04'00" East,. 5.D0 feed thence South fl3°56'00" ~17est,14$.67 feet;-thence South 48°a6'DO" West, 77.27 feet, thence North 41°04'00" Wes~,10A0 feet; thence North 4$°56'00" East;' 7312 feed thence North 03°56'00" East,147.74feet; thence South 41°04'00"' East, 4.53 feet; thence South 86°04`00" East, 1.80 feet to the point of begiauung. PARCEL SDf; A PRIVATE UTILITY EASEMENT over all that real property situated in the City of Petaluma, County of Sonoma, State of California, and being a portion of Lot 5, as shown and designated. upon that certain map entitled Petaluma Marina Parcel Map No. 247, filed in the Office of the County TZecorder an February 27,1990, in book 454 of Maps, Pages 9 acid 10, Sonoma County TZecards, as conveyed by document recorded July 21, 2000, as Document Number 2000-072695, Sonoma County Records, described as follows: BEGINNING at the most Northeasterly corner of Lot 4 as shown on that reap entitled "Petaluma 1Vlarizia Parcel Map No. 24T' filed in Book 454 of Maps at Pages 9 and 10, Sonoma County Rernrds; thence along the Northeasterly line of Lot 4 (454 M 9}, North 41°04`00" West, 254.79 feet to the true point of beginning< thence leaving said 1Vortheastezly line, South 86°04`13" East, 69.05 feed thence South 41°04'09" East, 40.96 feet; thence North 48°53'32" East, 6.67 feet; thence North 10°17'21" East, 41.60 feet; thence. North 41°04'00° West, 24.68 feet, thence South 48°25'28" West, 34.43 feet; thence North 86°'04`13" West, 7T.74 feet to a point on the Northeasterly line of Lot 4 (454 M 9}; thence along said Easterly line, South 03°56`00" West, 4.01 feet; thence South 41°04'00" East, 8.47 feet to the true point of beginning. A. P. Nos. ~5-060-083 and 005-060-069 {portion) 1013628x5 32624/0002 Exhibit A Eage.4 of 4 PCDC Resolution 2007-1 1 Page 13