HomeMy WebLinkAboutStaff Report 4.A 06/19/2017DATE: June 19, 2017
TO:
FROM:
Agenda Item #4.A
Honorable Mayor and Members of the City Council through City Manager
Eric W. Danly, City Attorney
SUBJECT: Consideration and Introduction (First Reading) of Ordinance Approving: 6th
Modification of Declaration of Easements, Covenants, and Restrictions and
Reciprocal Easements for Petaluma Marina Project; Contribution Agreement
(Including Quitclaim Transferring to the Petaluma Marina Owners Association
Title to Lot 6 of Parcel Map No. 247 Filed February 29, 1990 in Book 454 of
Maps, Pages 9 and 10, Sonoma County Records); and Amendment Terminating
Subdivided Ground Lease to Lot 6 Dated and Recorded September 11, 1990
RECOMMENDATION
It is recommended that the City Council consider and introduce an Ordinance Approving: 6th
Modification of Declaration of Easements, Covenants, and Restrictions and Reciprocal
Easements for Petaluma Marina Project; Contribution Agreement (Including Quitclaim
Transferring to the Petaluma Marina Owners Association Title to Lot 6 of Parcel Map No. 247
Filed February 29, 1990 in Book 454 of Maps, Pages 9 and 10, Sonoma County Records); and
Amendment Terminating Subdivided Ground Lease to Lot 6 Dated and Recorded September 11,
1990. (Attachment 1).
BACKGROUND
On April 4, 2016, the City Council adopted Resolution No. 2016 -051 N.C.S and, in so doing,
adopted a Mitigated Negative Declaration (MND) for the Marina Apartments project located at
the Petaluma Marina (Attachment 2). As proposed, the Marina Apartment project exceeds the
maximum permitted density for the parcel on which it is located. The adopted MND
acknowledges this and imposes Mitigation Measure LU -1, which states:
"Achieve a density of not more than 30 -units per acre pursuant to the General Plan Land Use
designation of Mixed -Use through any of the following means: 1) a lot line adjustment to
APN 005- 060 -072 where at least 0.51 acres are added to the subject project site, thereby
increasing the total site acreage to 2.66 acres; 2) a reduction of density from 80 units to 64
units, which is the maximum density allowed on a 2.16 acre parcel; 3) a density bonus
granted for the provision of including affordable dwelling units onsite; or 4) other acceptable
provision."
As a means of complying with this mitigation measure, the Marina Apartments applicant has
requested that the City of Petaluma transfer title to Lot 6 which abuts the Marina Apartments
site. Transfer of title would permit a lot line adjustment (as suggested by the mitigation
measure). Transfer of the title to Lot 6 is provided for under the Declaration of Easements,
Covenants and Restrictions and Reciprocal Easements for Petaluma Marina Project between the
City of Petaluma and the Marina Office Park Associates recorded on September 14, 1990
(Document NO. 1990 - 0091972) (Attachment 3). Section 6.6.2 of that agreement states,
"Lot 6: In consideration of this declaration and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the City agrees that upon written
request of the Association the City or its successors or assigns shall contribute the fee title
ownership interest to Lot 6 to the Association. The Association may not request the transfer
of fee title to Lot 6 to the association unless one of the following events shall occur:
i. The Loan Contract between the City and California Department of Boating and
Waterways ( "C.D.B.W. ") in the amount of $3,960,000 dated November 23, 1987 is
paid off and retired; or
ii. C.D.B.W. consents in writing to the transfer of title to Lot 6 to the Association; or
iii. Twenty seven (27) years have elapsed from the date of recordation of this
Declaration.
The conditions set forth in this Paragraph 6.6.2 are for the benefit of both the City and the
Association and may be waived only in writing by both of said parties.
The Association shall hold title to Lot 6 for the benefit of the City and the members of the
Association subject to the terms of this Declaration and the Bylaws. Upon any termination of
this Declaration as described in the Paragraphs 1.6 and 4.5, above, the association, or its
successors or assigns, shall reconvey title to the City by quitclaim deed at no cost or expense
to the City.
The terms and conditions of the transfer of Lot 6 to the Association shall be substantially
similar to the terms set forth on the Contribution Agreement attached hereto as Exhibit "7 "."
The declaration which provides for transfer of ownership of Lot 6 from the City to the Marina
Office Park Association or its successors is part of the complex transactional history by which
the Petaluma Marina and adjacent Sheraton Hotel and office park were developed. These
projects were developed on property originally owned in fee by the City. The marina
development transactions began with an Agreement Concerning Development executed July 16,
1984, and included a Ground Lease executed October 3, 1985, a parcel map approved February
8, 1990 that subdivided the marina commercial property, Subdivided Ground Leases that
removed the subdivided commercial property from the 1985 Ground Lease, the declaration
executed shortly after the subdivided ground leases, quitclaims transferring ownership of the
subdivided commercial property from the City to the PCDC, (but reserving the right to receive
proceeds of sale to the City), a purchase and sale agreement transferring ownership of Lots 1 -4
;from the PCDC to the Marina Office Park Associates, and quitclaims conveying Lots 1 -4. The
sale transactions were structured such that the purchase price of $525,000 was based on the
appraised value of all subdivided commercial parcels 1 -6, but the purchase was only allocated to
and secured by lots 1 -3. The PCDC sold lots 1 -4. Lots 5 and 6 have not been transferred and are
2
owned in fee by the City as Successor Agency to the former PCDC. The City received the sale
proceeds in two installments paid in 1991. According to the logic of the sale transaction, the
City has already received value for transferring ownership of Lot 6 from receipt of the sale
proceeds allocated to lots 1 -3, which sale price was based on the total appraised value of all
parcels 1 -6.
The declaration agreement provides for transfer of both lots 5 and 6 to the Marina Office Park
Associates or its successor. Transfer of lot 5 is not contemplated at this time. Lots 1 -3 have
been developed with office space. Lot 4 was developed as the Sheraton Hotel. Lots 5 and 6
have been developed with parking that is shared among the marina, hotel, and commercial uses.
The declaration agreement has been amended 5 previous times to address such issues as lot line
adjustments among the subdivided commercial parcels, and allocation of parking spaces among
the marina and commercial parcels, as well as respective maintenance responsibilities among the
property owners.
DISCUSSION
To implement transfer of Lot 6 to Petaluma Marina Owners Association (successor to Marina
Office Park Associates) as envisioned in and in accordance with the terms of the declaration
agreement, as amended, a Sixth Amendment to the declaration agreement has been prepared
(Attachment 4), along with a contribution agreement for effecting the property transfer,
including a quitclaim deed (Attachment 5). Also, since Lot 6'is currently subject to a
subdivided ground lease, and the City's fee ownership is being transferred, an amendment
terminating the subdivided lease to Lot 6 has been prepared (Attachment 6). Given the transfer
of real property interest from City ownership, and given the commercial value of the property
transferred (even though the sale proceeds were conveyed some time ago to the city), the
ordinance included as Attachment I has been prepared for approval of all of these related
transactions in accordance with Section 46 of the City Charter.
FINANCIAL IMPACT
The financial impact associated with this action is primarily that of staff time involved in
reviewing the transactional history related to the Marina, review of legal descriptions and
preparation of the current transactional documents. The processing of the Marina Apartments
application is subject to a cost recovery agreement with the applicant. The deposit accounts for
the project had balances as follows as of May 31, 2017: SPAR $589.15; Public Improvements
$2298.95; Lot Line Adjustment $3568.86.
ATTACHMENTS
Attachment 1:
Draft Ordinance Approving Declaration Amendment, Contribution
Agreement and Subdivided Ground Lease Amendment
Attachment 2:
City Council Resolution No. 2016 -051 N.C.S.
Attachment 3:
Declaration Agreement
Attachment 4:
Sixth Amendment to Declaration Agreement
Attachment 5:
Contribution Agreement
Attachment 6:
Amendment Terminating Subdivided Ground Lease
Attachment 1
EFFECTIVE DATE ORDINANCE NO. N.C.S.
OF ORDINANCE
1 Introduced by Seconded by
2
3
4 ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PETALUMA APPROVING:
5 6TH MODIFICATION OF DECLARATION OF EASEMENTS, COVENANTS, AND
6 RESTRICTIONS AND RECIPROCAL EASEMENTS FOR PETALUMA MARINA
7 PROJECT; CONTRIBUTION AGREEMENT (INCLUDING QUITCLAIM
8 TRANSFERRING TO THE PETALUMA MARINA OWNERS ASSOCIATION TITLE
9 TO LOT 6 OF PARCEL MAP NO. 247 FILED FEBRUARY 29,1990 IN BOOK 454 OF
10 MAPS, PAGES 9 AND 10, SONOMA COUNTY RECORDS); AND AMENDMENT
11 TERMINATING SUBDIVIDED GROUND LEASE TO LOT 6 DATED AND
12 RECORDED SEPTEMBER 11, 1990
13
14
15 WHEREAS, the City is fee title owner of that certain real property containing
16 approximately 2.39 acres located in the City of Petaluma, County of Sonoma, State of California,
17 designated Lot 6, as shown on Parcel Map No. 247 filed February 27, 1990 in Book 454 of
18 Maps, Pages 9 and 10, Sonoma County Records, (the "Subject Property "); and
19 WHEREAS, on or about July 16, 1984, the City and the Petaluma Marina Owners
20 Association's predecessor -in- interest, Marina Office Park Association, a California limited
21 partnership ( "MOPA "), entered into that certain Agreement Concerning Development for the
22 development of a marina on certain real property adjacent to the Subject Property by the City and
23 the development by MOPA of a commercial project on the Subject Property.and Lots 1, 2, 3, 4
24 and 5 as shown on Parcel Map No. 247 filed February 27, 1990 in Book 454 of Maps, Pages 9
25 and 10, Sonoma County Records (the "Commercial Project "), together with a parcel referred to
26 as the "Apartment Parcel." The Commercial Project and the Apartment Parcel are referred to
27 collectively herein as the "Remaining Project;" and
28 WHEREAS, pursuant to terms of the Agreement Concerning Development, the City and
29 MOPA entered into that certain Ground Lease dated October 3, 1985 concerning the Subject
30 Property and the Remaining Project and recorded on that date in the Official Records of Sonoma
31 County as Document No. 85065899; and
32 WHEREAS, pursuant to the Ground Lease, the City and MOPA have entered into that
33 certain Subdivided Ground Lease — Lot 6 (the "Lease ") covering the Subject Property dated
34 September 11, 1990 and recorded on September 12, 1990 in the Official Records of Sonoma
35 County as Document No. 1990- 0090885, and that certain Declaration of Easements, Covenants
36 and Restrictions and Reciprocal Easements for the Petaluma Marina Project, covering the
37 Subject Property and the Remaining Project dated as of dated September 14, 1990 and recorded
Ordinance No. N.C.S 4
1 September 14, 1990 in the Official Records of Sonoma County as Document No. 1990 - 0091972,
2 as amended by that certain Agreement Reforming Property Descriptions of Recorded
3 Documents, dated January 16, 1991 and recorded January 29, 1991 in the Official Records as
4 Document No. 1991- 0007524, that certain Modification of Declaration of Easements, Covenants
5 and Restrictions and Reciprocal Easements for Petaluma Marina Project, dated November 11,
6 1992 and recorded on April 9, 1993 in the Official Records as Document No. 1993 - 0044988, that
7 certain Second Modification of Declaration of Easements, Covenants and Restrictions and
8 Reciprocal Easements for Petaluma Marina Project dated May 1, 2000 and recorded on July 21,
9 2000 in the Official Records as Document No. 2000072696, that certain Third Modification of
10 Declaration of Easements, Covenants and Restrictions and Reciprocal Easements for Petaluma
11 Marina Project dated December 29, 2004, that certain erroneously titled Third Modification of
12 Declaration of Easements, Covenants Restrictions and Reciprocal Easements for Petaluma
13 Marina Project dated December 14, 2007 and recorded on December 19, 2007 in the Official
14 Records as Document No. 2007133051, and that certain erroneously titled Fourth Modification
15 of Declaration of Easements, Covenants and Restrictions and Reciprocal Easements for Petaluma
16 Marina Project dated March 31, 2011 and recorded on July 15, 2011 in the Official Records as
17 Document No. 2011059815 (as so amended, "CC &Rs "); and
18 WHEREAS, the Petaluma Marina Owners Association ( "Association ") has succeeded to
19 MOPA's interest in the Lease; and
20 WHEREAS, the parties to the CC &Rs acknowledge and agree that the fair market value
21 of the Subject Property as burdened by the CC &R's and the permitted uses under presently
22 existing land use restrictions and the terms of the agreements governing use of the Subject
23 Property is minimal; and
24 WHEREAS, City is a member of the Association, and the City, through the CC &R's and
25 the bylaws of the Association, has maintained significant control over the operation of the
26 Association and, after the Association's acquisition of the Subject Property, shall retain
27 significant control over the management and use of the Subject Property; and
28 WHEREAS, in order to facilitate the development of the Subject Property in the manner
29 originally contemplated by the Agreement Concerning Development, Ground Lease and the
30 Lease, and to facilitate the development of the Apartment Parcel in accordance with previously
31 issued City approvals, the Association wishes to acquire the Subject Property from the City and
32 the City wishes to contribute the Subject Property to the Association on the terms and conditions
33 set forth in a proposed Sixth Modification of Declaration of Easements, Covenants and
34 Restrictions and Reciprocal Easements for Petaluma Marina Project (the "Sixth Amendment "),
35 which Sixth Amendment is attached to and made a part of this ordinance as EXHIBIT A; and
36
37 WHEREAS, to accomplish transfer of ownership of the Subject Parcel in accordance
38 with the Sixth Amendment, in addition to the Sixth Amendment, the following documents have
39 been prepared: a contribution agreement ( "Contribution Agreement "), which is attached to and
40 made a part of this ordinance as EXHIBIT B, and an amendment terminating the Lease
41 ( "Amendment "), which is attached to and made a part of this ordinance as EXHIBIT C; and
42
43 WHEREAS, Section 46 of the Charter of the City of Petaluma requires that specified
44 actions for the acquisition, sale, or lease of real property be taken by Ordinance; and,
Ordinance No. N.C. S 5
1
2 WHEREAS, the City Council finds this action qualifies for exemption under the
3 California Environmental Quality Act (CEQA) pursuant to Title 14, Chapter 3 of the California
4 Code of Regulations (CEQA Guidelines), sections 15061, 15301 involving purchase, sale, and /or
5 lease of existing facilities;
6
7 NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF
8 PETALUMA AS FOLLOWS:
9
10 Section 1: The City Council approves:
11
12 a. The Sixth Modification of Declaration of Easements, Covenants and Restrictions and
13 Reciprocal Easements for Petaluma Marina Project (EXHIBIT A);
14 b. The Contribution Agreement, including quitclaim transferring to the Petaluma Marina
15 Owners Association Title to Lot 6 of Parcel Map No. 247 Filed February 29, 2990 in
16 Book 454 of Maps, Pages 9 and 10, Sonoma County Records (EXHIBIT B); and
17 c. The Amendment terminating the Subdivided Ground Lease to Lot 6 (EXHIBIT Q.
18
19 Section 2: On behalf of the City, the City Manager is authorized and directed to
20 execute documents substantially in accordance with Exhibits A, B and C, as determined by the
21 City Attorney, and all other documents reasonably necessary to complete the transfer of the
22 Subject Property.
23
24 Section 3: If any section, subsection, .sentence, clause, phrase or work of this
25 Ordinance is for any reason held to be unconstitutional, unlawful or otherwise invalid by a court
26 of competent jurisdiction or preempted by State legislation, such decision or legislation shall not
27 affect the validity of the remaining portions of this Ordinance. The City Council of the City of
28 Petaluma hereby declares that it would have passed and adopted this Ordinance and each and all
29 provisions thereof irrespective of the fact that any one or more of said provisions be declared
30 unconstitutional, unlawful other otherwise invalid.
31
32 Section 4: This Ordinance shall become effective thirty (30) days after the date of its
33 adoption by the Petaluma City Council.
34
35 Section 5: The City Clerk is hereby directed to publish or post this Ordinance or a
36 synopsis for the period and in the manner provided by the City Charter and any other applicable
37 law.
38
39 INTRODUCED and ordered posted this 19th day of June, 2017.
40
41 ADOPTED this _ day of , 2017 by the following vote:
42
43 Ayes:
44 Noes:
45 Abstain:
46 Absent:
47
Ordinance No. N.C.S 6
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5
6
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ATTEST:
Claire Cooper, CMC, City Clerk
Ordinance No.
David Glass, Mayor
APPROVED AS TO FORM:
Eric W. Danly, City Attorney
N.C.S
7
Attachment 2
Resolution No. 2016 -051 N.C.S.
of the City of Petaluma, California
ADOPTING A MITIGATED NEGATIVE DECLARATION FOR THE MARINA
APARTMENTS PROJECT LOCATED AT THE PETALUMA MARINA
APN: 005- 060 -053, -054, -059, -065, -070, -072, -079, -082, -084, -085, and -089
FILE NO: PLZT -15 -0001, PLSR -15 -0011
WHEREAS, Steven Lafranchi of Steven J. Lafranchi & Associates submitted an
application to modify the General Development Plan for the Petaluma Marina Planned
Commercial District ( "Marina PCD ") located at APN 005- 060 -053, -054, -059, -065, -070, -072,
-079, -082, -084, -085, and -089, on behalf of property owner Petaluma Marina Office Investors,
LLC, to list multiple- family dwelling as a permitted use and increase the maximum building
height to five (5) stories, all to enable construction of a proposed ninety (90) unit apartment
building and other associated site improvements located at the northwest corner of Petaluma
Marina at APN 050- 060 -089 and 005- 060 -072 ( "Project "); and
WHEREAS, the submitted application includes a Site Plan and Architectural Review
request and, pursuant to the modified Marina PCD General Development Plan, would also
include a Conditional Use Permit request - all of which would be acted upon by the Planning
Commission at a separate, subsequent public hearing; and
WHEREAS, the Project is subject to the Petaluma General Plan 2025, adopted by the
City on May 19, 2008; and,
WHEREAS, in evaluating certain potential environmental effects of the Project in the
Initial Study, including but not limited to effects of climate change, water supply, and traffic, the
City relied on the Program EIR for the City of Petaluma General Plan 20205, certified on April
7, 2008 (General Plan EIR) with the adoption of Resolution No. 2008 -058 N.C.S., which is
incorporated herein by reference; and,
WHEREAS, the General Plan EIR identified potentially significant environmental
impacts and related mitigation measures and the City also adopted a Statement of Overriding
Considerations for significant impacts that could not be avoided; and,
WHEREAS, the City prepared an Initial Study for the proposed Project consistent with
CEQA Guidelines § §15162 and 15163 and determined that a Mitigated Negative Declaration
(MND) was required in order to analyze the potential for new or additional significant
environmental impacts of the Project beyond those identified in the General Plan EIR; and,
WHEREAS, on or before November 19, 2015, the City's Notice of Intent to Adopt a
Mitigated Negative Declaration based on the Initial Study, providingJor a 30 -day public
continent period commencing November 19, 2015 and ending December 19, 2015 and a Notice
of Public Hearing to be held on December 22, 2015 before the City of Petaluma Planning
Commission, was published and mailed to all residents and property owners within 1,500 feet of
the Project as well as all persons having requested special notice of said proceedings; and,
Resolution No, 2016 -051 N.C.S. Page 1
008
WHEREAS, the Planning Commission considered the Project, the MND, the supporting
Initial Study, the staff report dated December 22, 2015 analyzing the MND and the Project, and
received and considered all written and oral public comments on environmental effects of the
Project which were submitted up to and at the time of the public hearings; and
WHEREAS, on December 22, 2015, the Planning Commission adopted Resolution No,
2015 -25 and, in doing so, forwarded a recommendation that the City Catinreil adopt the Mitigated
Negative Declaration and associated Mitigation Monitoring and `Reporting Program for the
Marina Apartments Project; and
WHEREAS, the Initial Study applies the Bay Area Air Quality Management District's
(BAAQMD) California Environmental Quality Act - Air Quality Guidelines, May 2012,
including the BAAQMD thresholds of significance adopted in June 2010, As lead agency under
CEQA, the City of Petaluma has the discretion to rely upon the BAAQMD CEQA Guidelines
and thresholds of significance since they include the best available scientific data and most
conservative thresholds available for comparison of the Project's emissions, Comparison of the
Project's emissions against these thresholds provides a conservative assessment as the basis for a
determination of significance; and,
WHEREAS, pursuant to further analysis in the Initial Study, including evaluation using
the BAAQMD CEQA Guidelines and thresholds of significance, the Project does not make a
considerable contribution to a significant cumulative air quality or greenhouse gas emissions
impact found to be significant and unavoidable in the General Plan 2025 EIR, because the
Project's emissions are below significance thresholds identified; and,
WHEREAS, the MND reflects the City's independent judgment and analysis of the
potential for environmental impacts from the Project; and, v
WHEREAS, the MND, Initial Study and related project and environmental documents,
including the General Plan 2025 EIR and all documents incorporated herein by reference, are
available for review in the Community Development Department at Petaluma City Hall, during
normal business hours, The custodian of the documents and other materials which constitute the
record of proceedings for the proposed project is the City of Petaluma Community Development
Department, 11 English St. Petaluma, CA 94952; and
WHEREAS, while the Initial Study for the Project identified potentially significant
impacts, all significant impacts are mitigated to a less than significant level and therefore the
Project would not result in any significant impacts to the environment,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PETALUMA AS FOLLOWS;
A, The foregoing recitals are true and correct and incorporated herein by reference,
B. Based on its review of the entire record herein, the City Council makes the following
findings;
1, The Project is consistent with the Mixed Use General Plan -land use designation
because the project includes multiple .family dwellings, is below the maximum floor
area ratio of 2,5, and, with implementation of Mitigation Measure LU -1, is below the
Resolution No, 2016 -051 N,C,S, Page 009
maximum residential density of 30.0 housing units per acre,
2, The Project is, for the reasons discussed in the December 22, 2015 Planning
Commission staff report and April 4, 2016 City Council staff report, consistent with
the following General Plan policies: Policy 1 -P -1 (Development Within UGB); Policy
1 -P -2 (Efficient Land Use in UGB); Policy 1 -P -11 (Land Use Intensification); Policy
1 -P -27 (Parking Solutions); Policy 2 -P -5 (Arterial Corridors); Policy 2 -P -11 (River
Oriented Development); Goal 2 -G -5 (Lakeville Highway Connectivity); Policy 2 -P-
27 (Petaluma Marina - Land Uses); Policy 2 -P -30 (Petaluma Marina — Compatibility),
3, Pursuant to the analysis in the Initial Study, the Project does not make a cumulatively
considerable contribution to the significant and unavoidable cumulative traffic and /or
noise impacts identified in the General Plan 2025 EIR because although the Project
would contribute vehicle trips to intersections identified in- tie General Plan EIR as
operating at an unacceptable LOS at build -out, the affected intersections have either
already been determined to acceptably operate at an LOS E or LOS F due to
overriding considerations and conflicts with other General Plan policies or the
Project's contribution to those intersections are below the threshold established by the
General Plan EIR (i.e., cause the LOS to deteriorate to the next lowest level),
4. With regard to noise, the Project is considered to result in an effect that is less than
cumulatively considerable because the project excludes new stationary noise sources
and its incremental contribution through vehicular trips is insufficient to result in a
perceptible change in noise level,
C, Based on its review of the entire record herein, including the MND, the Initial Study, all
supporting, referenced and incorporated documents and all comments received, the City
Council finds that there is no substantial evidence that the Project as mitigated will have a
significant effect on the environment, that the MND reflects the City's independent
judgment and analysis, and that the MND, Initial Study and supporting documents
provide an adequate description of the impacts of the Project and comply with CEQA, the
State CEQA Guidelines and the City of Petaluma Environmental Guidelines.
D, The Mitigation Monitoring and Reporting Program, included as Exhibit A, is hereby
adopted, Implementation of the mitigation measures included therein mitigates or avoids
significant environmental effects,
Under the power and authority conferred upon this Council by the Charter of said City.
REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the n pproved a td
Council of the City of Petaluma at a Regular meeting on the 0 day of April, 2016, form:
by the following vote:
City Attorne
AYES: Albertson, Healy, Kearney, Miller
NOES: Barrett, Mayor Glass, Vice Mayor King
ABSENT: None
ABSTAIN: None
ATTEST:
City Clerk _ -- �- ! - Mayor
Resolution No. 2016 -051 N,C,S, Page 3
010
p, L rj Exbibit A to
Resolution 2016 -051 N.C.S.
City of Petaluma, California
Community Development Department
Planning Division
11 English Street, Petaluma, CA 94952
Project Name: MARINA DRIVE APARTMENTS
File Number: File No. PUT -15 -0001, PLSR -15 -0011
Address /Location: 0 Marina Avenue, Petaluma, CA
(APN: 005 -060 -089; 005 -060 -052, -054, -059, -070, 072, -082, -084, and -085)
MITIGATION MONITORING AND REPORTING PROGRAM
This Mitigation Monitoring and Reporting Program (MMRP) has been prepared in conformance with.Section
21081.6 of the California Environmental Quality Act (CEQA) and Section 15097 of the CEQA Guidelines. This
document has been developed to ensure implementation of mitigation measures and proper and adequate
monitoring /reporting of such implementation. CEQA requires that this MMRP be adopted in conjunction with
project approval, which relies upon a Mitigated Negative Declaration.
The purpose of this MMRP is to: (1) document implementation of required mitigation; (2) identify
monitoring /reporting responsibility, be it the lead agency (City of Petaluma), other agency (responsible or
trustee agency), or a private entity (applicant, contractor, or project manager); (3) establish the frequency and
duration of monitoring /reporting; (4) provide a record of the monitoring /reporting; and (5) ensure
compliance.
The following table lists each of the mitigation measures adopted by the City in conjunction with project
approval, the implementation action, timeframe to which the measure applies, the monitoring /reporting
responsibility, reporting requirements, and the status of compliance with the mitigation measure.
Implementation
The responsibilities of implementation include review and approval by City - staff including the engineering,
planning, and building divisions. Responsibilities Include the following:
1. The applicant shall obtain all required surveys and studies and provide a copy to the City prior to
issuance of grading permits or approvals of improvements plans.
2. The applicant shall incorporate all applicable code provisions and required mitigation measures and
conditions into the design and improvements plans and specifications for the project.
3. The applicant shall notify all employees, contractors, subcontractor, and agents involved in the project
implementation of mitigation measures and conditions applicable to the project and shall ensure
compliance with such measures and conditions.
4. The applicant shall provide for the cost of monitoring of any condition or mitigation measure that
involves on -going operations on the site or long -range improvements.
0
Resoludon No. 2016 -051 N.C.S. Page 4
5. The applicant shall designate a project manager with authority to implement all mitigation measures
and conditions of approval and provide name, address, and phone numbers to the City prior to issuance
of any grading permits and signed by the contractor responsibie'for construction.
6. Mitigation measures required during construction shall be listed as conditions on the building or grading
permits and signed by the contractor responsible for construction,
7. All mitigation measures shall be incorporated as conditions of project approval.
8. The applicant shall arrange a pre - construction conference with the construction contractor, City staff
and responsible agencies to review the mitigation measures and conditions of approval prior to the
issuance of grading and building permits.
Monitoring and Reporting
The responsibilities of monitoring and reporting include the engineering, planning, and building divisions, as
well as the fire department, Responsibilities include the following:
1, The Building, Planning, and Engineering Divisions and Fire Department shall review the improvement
and construction plans for conformance with the approved project description and all applicable codes,
conditions, mitigation measures, and permit requirements prior to approval, of a site design review,
improvement plans, grading plans, or building permits.
2. The Planning Division shall ensure that the applicant has obtained applicable required permits from all
responsible agencies and that the plans and specifications conform to the permit requirements prior to
the issuance of grading or building permits,
3, Prior to acceptance of improvements or issuance of a Certificate of Occupancy, all improvements shall
be subject to inspection by City staff for compliance with the project description, permit conditions, and
approved development or improvement plans,
4. City inspectors shall ensure that construction activities occur In a manner that is consistent with the
approved plans and conditions of approval,
MMRP Checklist
The following table lists each of the mitigation measures adopted by the City in connection with project
approval, the timeframe to which the measure applies, the person /agency /permit responsible for
Implementing the measure, and the status of compliance with the mitigation measure,
Resolution No, 2016 -051 N,C,S, Page
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Attachment 3
V
RECORDING REQUESTED DY: 1990 0091972
CITY OF KTALUMA
WHEN RECORDED RETURN TO: ° 0 CRPICtAL RECORDS OR
SBERNICE X P6MFAO�N
Marina Office Park Associates
799 Baywood AT R5QU6AWan
Petaluma, California 94952 09/14/1990 14:58:07
Attention: Borue H. O'Brien FEE: $ .00 PGS: 50
TT : 8 .00
DECLARATION OF EASEMENTS, COVENANTS AND RESTRICTIONS
AND RECIPROCAL EASEME 8 FOR PETALUMA MARINA PROJECT
THIS DECLARATION (the "Declaration ") is executed this
day of 1990, by the CITY OF FETAZUMA, a
publ c body corporate and politic (hereinafter referred to as
°the Cityy"), MARINA OFFICE PARR ASSOCIATES, a California Limited
Partnership (hereinafter referred to as "MOPA "), and BAYWOOD
PARTNERS, INC., a California corporation (hereinafter referred to
as "Baywood "). '
This Declaration is made and entered into with
reference to the following facts:
A. The City holds the lessee's interest in that
certain Lease No. PRC 7235.1 effective as of July 1, 1988 between
the City as lessee and the State of California as lessor (the
"State Lease "). The State Lease covers real property located in
the City of Petaluma, County of Sonoma, State of California more
particularly described on Exhibit "III etttached hereto and
incorporated herein. The City's interest in said real property
Is hereinafter referred to as the "Marina".
S. The City owns the too title interest in that
certain real property located on those certain parcels of real
property located in the City of Petaluma, County of Sonoma, State
of California more artloularly described in , r?xhibit 11241
attached hereto and incorporated herein. The City's fee title
interest in said parcels of real property and MOPA's tenantls
interest in said parcels of real property are herein collectively
referred to as the "Commercial Project ".
C. MOPA has leased the Commercial Project from the
City on a long term basis. MOPA intends to construct commercial
improvements on the Commercial Project and shall own title to all
improvements located thereon. The Lansing of the Commercial
Project and the ownership of the improvements is more
particularly described in those certain component subdivided
Ground Leases recorded in the Official Records of Sonoma County
contemporaneously with this Declaration (individually each
referred to herein as a "Ground Lease" and collectively as the
"Ground Leasesn). All references herein to "Ground Lease" and
"Ground Leases" shall be deemed to refer also to the real
property covered by that Ground Lease or those Ground Leases.
MOPA and any and all parties to whom MOPA may assign a Ground
Lease and their assignees shall sometimes herein be individually
referred to as O'Ground Lease Tenant" and collectively referred to
as "Ground Lease Tenants ". Upon termination of a Ground Lease,
either by acquisition of fee title to the real property covered
by a Ground Lease or otherwise, the fee title owner of the Ground
lease shall be hereinafter referred to as the "Owner ".
D. MoPA has obtained approval of Parcel Map No. 247,
filed in the Office of the County Recorder on February 27, 1990,
in Book 454 of Maps, Pages 9 and 10, Sonoma county Records (the
"Map "). The Map covers the entire Commercial Project and divides
-1- COOR26027
7COOr24.exh
018
the Commercial Project into "Lot 111f '•Lot 211, „Lot 3190 "Lot 411,
"Lot 511, and "Lot 611 (all specifically herein no called and
generally referred to as "Lot" or "Lots ") as shown on the Map.
Each Lot shown on the Map is subject to a separate Ground Lease.
Lot 1, Lot 2, Lot 3 and Lot 4 are reserved for commercial
improvement. Lot 5 and Lot 6 are currently reserved for parking
and access. Additional Parking.is also currently planned to be
situated on Lot 2, Lot 3 and Lot 4. No parking areas are
situated in the Marina. The Map also discloses a public roadway
herein called "Marina Circle ".
E. The Commercial Project is an integrated development
subject to the Ground Leases. MOPA anticipates that it may
assign its interest in one or more of the Ground Leases so that
the various portions of the Commercial Project may be operated by
different Ground Lease Tenants.
F. Baywood owns the fee title interest in certain real
property located in the City of Petaluma, County of Sonoma, State
of California, a portion of which real property is more
particularly described in )Exhibit ► 93 41 attached hereto and
incorporated herein and shall hereinafter be referred to as the
"Baywood Parcel'•. The Baywood Parcel is currently part of a
larger parcel owned by Baywood and excludes that portion of the
legal parcel that is not contiguous to Lot 5. Baywood intends to
improve the Baywood Parcel with commercial buildings compatible
with the commercial buildings constructed on the Commercial
Project, Baywood wishes to use the parking, driveway, roadway
and access areas situated on the Commercial Project in connection
with the development of the Daywood Parcel.
G. MOPA and /or the Ground Tease Tenants have
constructed or shall construct parking facilities and roadways on
Lot 5, Lot 6 and those portions of 'Lot 2, Lot 3 and Lot 4, more
particularly described in Xxhibit 914n attached hereto (the
"Parking Area"). The parties hereto agree that it in essential
for the operation of the Marina, the Baywood Parcel and the
Commercial Project that the pparking, driveways and roadways
located on the Parking Area be used in commo_: by the users of the
Marina, the Baywood parcel and the Commercial Project.
H. The parties hereto desire to provide for the common
use of the parking facilities and roadways located on the Parking
Area and each portion thereof in accordance with the terms
hereof.
THEREFORE, the City, MOPA and Baywood hereby declare
that the Marina, the Haywood Parcel and the Commercial Project,
and each and ®very portion thereof covered by each and all of the
Ground Leases, shall be held, transferred, encumbered, used,
conveyed, leased and occupied sub ect'to the covenants,
conditions, restrictions, easements, and rights herein set forth
for the use and benefit of the Marina, the Haywood Parcel and the
Commercial Project and each part thereof as described in the
Ground Leases. All of the limitations, easements, uses,
obligations, covenants restrictions and conditioner stated herein
shall run with the Marna, the Baywood Parcel, and the Commercial
Project, shall be binding on the City, saywood and MOPA and on
all parties having or acquiring any right, title or interest in
the Marina, the Baywood Parcel and the commercial Project and /or
the Ground Leases or any part thereof or interest therein, and
shall be for the benefit of each Ground Lease Tenant, Owner,
subtenant, operator or occupant of any portion of the Marina, the
Baywood Parcel, and the Commercial Project, or any other interest
therein, and shall inure to the benefit of and be binding upon
each successor In interest of the Ground Lease Tenants, ownerst
t t
subtenan
s, operators and occupants thereof. Each and all of he
said limitations, easements, uses, obligations, covenants,
conditions and restrictions shall be deemed to be, and shall be
-2- COOR26027
7coor24.exh
019
construed as equitable servitudes, enforceable by any of the
Ground Lease Tenants, Owners, subtenants, occupants or operators
of the Marina, the Saywood Parcel, and the Commercial Project or
any part thereof on the Ground Lease Tenants, Owners, subtenants,
occupants or operators of the Marina, the Baywood Parcel, and the
Commercial Project, against any other Ground Lease Tenants,
owners, subtenant, operator or occupant of the Marina, the
Saywood Parcel, and the Commercial Project or any part thereof.
1. creation of Common nriveway 'Intl Farxa.no zasemenzsr
There are created for the mutual benefit of the Marina, the
Saywood Parcel and each subdivided portion of the Commercial
Project the following mutual and reciprocal easements:
1,1 Fasem�++*s gor Common Driveways: The Marina,
the Saywood Parcel, the Comm @rcial Project and each Ground Lease
as the dominant tenement shall have, and the City, MOPA or
Baywood hereby grants a. mutual, reciprocal and non - exclusive
easement appurtenant to the Marina, the Saywood Parcel, the
Commercial Project and each Ground Lease for vehicular and
pedestrian ingress to and egress from and over the remainder of
the Marina, the Saywood Parcel and the Commercial Project as
servient tenement over and upon Marina Circle and each roadway,
driveway and access route reserved for vehicular and pedestrian
traffic wherever situated on the Marina, the Saywood Parcel or
Commercial Project whether in existence on the date of
recordation hereof or constructed at any time or times hereafter.
The Marina, the Saywood Parcel and the Commercial Project, as the
servient tenement, shall be subject to the easements for ingress
and egress enjoyed by the Marina, the Saywood Parcel, the
Commercial Project and each of the Ground Leases pursuant to the
preceding sentence.
1.2 garkina Easements: The Marina, the Saywood
Parcel, the Commercial Project and each Ground Lease as the
dominant tenement shall have, and the City, MOPA and Saywood
hereby grant a mutual reciprocal and non - exclusive easement
appurtenant ;_o the Marina, they Saywood Parcel, the Commercial
Project and each Ground Lease for parking purposes for users,
tenants, subtenants and invitdas of each tenant, subtenant, user,
operator or occupant of the Marina or the Commercial Project or
any Ground Lease upon the parking facilities located on the
Parking Area on and on any other parking areas which may be
located at any time or times hereafter on the Marina, the Saywood
Parcel and the Commercial Project as servient tenement. The
Marina, the Baywood Parcel and the Commercial Project, as
servient tenement, shall be subject to the easement for parking
enjoyed by the Marina, the Saywood Parcel, the Commercial Project
and each of the Ground Leases pursuant the preceding sentence.
Except as provided in Paragraph 1.4, below, and subject to the
terms and conditions of this Declaration, the parking facilities
shall include any and all parking lots and areas whether covered
or uncovered located on the Marina, the Saywood Parcel or the
Commercial Project and each portion thereof. Except as provided
in Paragraph 1.4, below, the easements granted by this Paragraph
1.2 expressly includes all parking areas situated on Lot 2, Lot 3
and Lot 4, as more particularly described in Sxhibit 114" hereto.
1.3 Secondary Easements: As a part of the
easements described in Paragraphs 1.1 and 1.2, above, there shall
be secondary easements for access, construction, upkeep,
maintenance, repair and replacement of the roadway, driveway and
parking surfaces and for access, ingress and egress in connection
therewith by all equipment and personnel required for the proper
enjoyment of said secondary easements. All work of repair and
maintenance shall be performed by the parties hereto and their
successors and assigns in the manner described in Paragraph 6,
below.
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7coor24.exh
020
1.4 Fxglusion For in Building Parki++•",►: The terms
of Paragraphs 1.1 and 1.2 'shall not apply to any parking
facilities that may be.located within any commercial building
constructed on Lot 1., Lot 2, Lot 3 and /or Lot 4.
1.5 Fee Tittle Encumbered; The City hereby agrees
that its fee title ownership interest in the commercial Project
is encumbered by the easements granted in this section 1 for the
benefit of MOPA, Saywood and their successors and assigns.
1.6 Term of Lasements: The easements granted by
this Paragraph 1 shall exist for the term of each of the Ground
Leases and any and all extensions or renewals of any one or more
of them. In the event, however, MOPA or the Ground Lease Tenant
or Ground Lease Tenants of any one or more of the Ground Leases
should acquire Pee title to the real property covered by one or
more of the Ground Leases, then (1) the transferee or transferees
shall accept fee title to the portion of the Commercial Project
so conveyed subject to the terms of this Declaration and the
easements granted, reserved and created herein without the
necessity of future notice or documentation and (ii) the
easements described in this Paragraph 1 shall, ipso facto, be
deemed to encumber that portion of the Commercial Project
acquired by NOVA or any Ground Lease Tenant in perpetuity without
the necessity of future notice or documentation. If any one or
more of the Ground Leases may terminate prior to the expiration
of the term thereof either by surrender or upon termination or
default, or if MOPA or one or more but not all of the Ground
Lease Tenants under the Ground Leases should decline from
exercising its or their option to renew the terms of any one or
more of the Ground Leases, thin Declaration and the easements
granted by this Paragraph 1 shall remain in full force and effect
a ainst the entire commercial Project including, without
limitation, any part of the Commercial Project which may be held
by the City, or its successors, free and clear of a Ground Lease
upon termination thereof, until the termination of the last
remaining Ground Lease. In the event the State Lease shall
terminate and the City does not acquire title or other right to
own and operate the Marina, the easements granted herein which
encumber the commercial Project for the benefit of the Marina
shall terminate but this Declaration shall remain in full force
and effect with respect to the Commercial Project and the Saywood
Parcel only. Moreover, the City may at any time voluntarily and
unilaterally relinquish the benefit of the easements granted
herein which encumber the commercial Project for the benefit of
the Marina in which event the users of the Marina shall have no
right to park on the commercial Project; provided, however, that
this Declaration shalt remain in full force and effect with
respect to the commercial Project and the Baywood Parcel only.
2. Permitted Use of Easemanka: The easements for
ingress and egress and parfcing described, in Paragraph 1, above,
shall be used by the operator and tenants of the Marina, the
Saywood Parcel and by NOVA, the Ground Lease Tenant(s), Owners,
subtenants, operators and occupants of and under the Ground
Leases and each of their employeeo, agents, contractors,
subcontractors, guests, invitees, lessees, sublessees, and
assigns. The easements shall be used for roadways, walkways,
ingress and egress, parking of motor vehicles, loading and
unloading of commercial and other vehicles, for driveway
purposes, and for the comfort and convenience of customers,
invitees, contractors, employees, service providers and suppliers
of all businesses and occupants of the buildings constructed on
the Marina Commercial Project and the Baywood Parcel subject to
the following restrictions:
2.1 Denianat on: As used herein, the term
"designated„ parking shall mean a portion of the Parking Area
which at any time may be reserved for the exclusive use of the
-4- COOR26027
7coor24.exh
021
Marina, Lot 1, Lot 2, Lot 3, Lot 4, the Baywood Parcel or any one
or more of them and the term "common„ parking area shall mean the
entire parking area situated on the Commercial Project except for
the designated spaces.
The parties hereto wish to allocate initially the
parking spaces on the Parking Area among the parties hereto in
the following manner.
1. Marina*
2. Lots 1, 2,
3 and any -
wood Parcel
3. Lot 4
weekday
Designated /Common
56/0
113/622
62/38
Weekend /Nights f Hol idays
Designated /Common
80/155
113/289
62/92
On weekdays, 38 of the designated parking spaces for
the Marina are utilized as 19 pull - through spaces for vehicles
and trailers and on weekends, nights and holidays 62 of the
designated spaces are to be utilized as 31 pull- through spaces.
The parties hereto agree that MOPA, so long as MOPA
owns an ownership or possesses any interest in Lot 1, Lot 2, Lot
3 and /or Lot 4, shall, in the exercise of its business judgment,
re- allocate and adjust the number of common or, at MOPA's option,
designated parking spaces located on the Parking Area among MOPA,
saywood and any and all Ground Lease Tenants and Owners in a
manner consistent with the land use approvals of the Marina and
the Commercial Project and the terms and conditions of this
Declaration; provided, however, in no event shall MOPA decrease
the number of designated and common spaces allocated to the city
pursuant to the terms of this Paragraph 2.1. MOPA shall make its
determination upon considering all relevant factors including
without limitation the parking requirements established by city
ordinance and an analysis of actual parking demand based on time
and day of the week. The parties anticipate that the parking
requirements of the Marina will be heaviest on weekends, the
parking requirements of office and commercial users of the
Commercial Project will be heaviest on weekdays during business
hours and the parking requirements of hotel users of the
Commercial Project will be heaviest at night and on weekends and
holidays. In recognition thereof, the parties hereto agree to
grant MOPA the right from time to time to re- allocate various
portions of the parking area for exclusive use of the Marina or
any user or users of all or any portion of the Commercial Project
and may partition any portion or portions of the parking area as
either designated or common parking area of the Marina or any
user or users of all or any portion of the Commercial Project at
certain time or times during the day or week. As used in this
Paragraph 2.1, night parking shall be deemed to occur between the
hours of 6 P.M. and 6 A.M., California time and weekend and
holiday use shall be deemed to occur on Saturdays, Sundays and
legal. holidays.
So long as MOPA owns an ownership or possessory
interest in Lot 1, Lot 2, Lot 3 and /or Lot 4, 140PA may, but
cannot be required to, assign its rights under this Paragraph 2.1
to the Association described in Paragraph 6.2, below. At such
time as MOPA may no longer retain any ownership or possessory
interest in Lot 1 Lot 2, Lot 3 and /or Lot 4, MOPA shall assign
its rights under his Paragraph 2.1 to the Owners Association or
its designee, nominee or successor.
--5- COOR26027
7coor24.exh
022
2.2 Manner of ParAina: There shall be no parking
of motor vehicles upon the portions of the Marina, commercial
Project or the Haywood Parcel which are designated as driveways
or roadways and no other obstruction to passage along Marina
Circle and all other driveways of any nature whatsoever, whether
partial or complete, temporary or permanent= provided, however,
that in connection with maintenance or repair of improvements
located upon the Parking Area, or in case of emergency involving
life or roperty, service and emergency vehicles may be parked
temporarily for a period not to exceed forty -eight (48) hours
upon a driveway in such manner as to obstruct passage to the
least extent feasible and in no case so as to violate any
ordinance of the City or any other public body or agency.
2.3 Redesignation of Parkin Area: initially, the
location of the Parking Area is on that portion of the Commercial
Project more particularly described in Recital G, above. The
parties hereto agree that the driveways, walkways, parking areas,
curbing, drainage systems, landscaped areas, landscape sprinkler
systems, lighting standards, and utilities services and
installations actually constructed and installed in the initial
development of the Marina, the Haywood Parcel and the commercial
Project shall define and limit the nature and extent of the
permitted physical uses of the easements herein granted. tf the
actual installation of the roadways, driveways and parking areas
located on the Commercial Project shall diEfor from the location
described in Recital G, the term "Parking Area" shall be
automatically deemed to refer to the roadways, driveways and
parking areas as actually constructed. Except as such
installation may be altered, replaced, or removed pursuant to
this Section 2, all uses of the parking and access easements
herein created shall not impair such physical improvements and
Installations on the Parking Area and shall be consistent with
the development of the Commercial Project and the primary purpose
of this Declaration which is to provide, access and common parking
facilities for the customers, invitees, employees, suppliers,
service providers, and contractors of those activities and
businesses conducted on the Marina the Haywood Parcel and the
Commercial Project. After the inRial installation of parking
and access improvements, the design, location, and layout of
parking areas, parking spaces, driveways, walkways, curbs and
islands, landscaped areas, and lighting standards shall not be
changed or altered except upon a vote of the majority of the
members of the Association with the city and the Ground Lease
Tenants or owners of each Lot being entitled to one vote per'Lot,
provided, however that in the event the change or alteration
concerns the parking rights and privileges of the City, the vote
shall require the vote of the City and the Ground Lease Tenants
or owners of at least two (2) other Lots, subject to the
arbitration provisions of the Bylaws.
2.4 Em ovees: The parties agree that a
designated section of the Parking Areas :hall be reserved for
parking by the employees, agents and contractors of the Ground
Lease Tenant or Owner of Lot 4. The Association ma designate
other portions of the Parking Area as employee parking for Lot 1,
Lot 2 and /or Lot 3. The Association may distribute stickers or
other form of identification which must be clearly displayed on
all vehicles operated by such employees, agents and contractors.
3. Rules and ReaUlatiQW—s: The Association may adopt
further and more detailed regulations and restrictions for the
use and operation of the parking areas provided they are
consistent with the terms of this Declaration, and when so
adopted they shall be binding upon the City, MOPA, Haywood and
their respective subtenants, and customers, invitees, suppliers,
service providers, agents, employees, Buccessors and assigns.
-6- COOR26027
7ccor24.axh
023
4. utilities and Service Easements:
4.1 Ult- 1;t ;es: xn addition to the easements
created by the terms of each Ground Lease and in Paragraph 1,
above, each portion of the Commercial Project and the Saywood
Parcel shall also have, and MOPA hereby grants and reserves,
reciprocal nonexclusive easements appurtenant to such other
portion of the Commercial Project and the Baywood Parcel in, to,
over, under and across the Parking Area for the installation,
operation, maintenance, repair, relocation, and removal of
sewers, water and gas mains, electric power lines, telephone
lines, and other utility lines serving and for the benefit of
each parcel within the Commercial Project and the Baywood Parcel.
All such sewers, mains and lines shall be underground and shall
be installed, operated, maintained, repaired, relocated and
removed in such a manner as not to unreasonably interfere with
the use and operation of the commercial Project and the Saywood
Parcel. The utility lines located on the Parking Area may be
relocated by MOPA, Saywood, Tenants, or other Owners at no cost
to the City, provided that such relocation shall not interrupt or
diminish the utility services to any portion of the Commercial
Project or the Saywood Parcel and shall not reduce or impair the
usefulness or function of any sewer line or main. Time is of the
essence in the replacement, repair, maintenance, operation,
installation and relocation of any utility line, main or sewer
hereunder.
4.2 work aind Services: Each portion of the
Commercial Project and the Haywood Parcel shall have, and the
MOPA hereby grants and reserves mutual and reciprocal
nonexclusive easements appurtenant to each portion of the
Commercial Project and the Baywood Parcel over and upon the
Parking Area for purposes of performing any work of construction,
repair, maintenance or reconstruction of improvements on the
Parking Area, provided that such work does not unreasonably
interfere with the business operation of any other portion of the
Commercial Project, Baywood Parcel or the Marina and provided
that any damage, destruction, littering, or impairment of the
Parking Area or the improvements located thereon reauiting from
such work shall promptly be corrected, repaired, restored, and
cleaned up at the expense of the party who may have directly or
indirectly caused said damage, destruction, repair or
maintenance.
4.3 Furthe r D cuments: If required by any utility
company or governmental agency, or if necessary for any other
reason to effectuate the terms of this Paragraph 4, the City,
MOPA and Saywood (and Ground Lease Tenants or Owners, if any)
shall execute such documents in recordable form as may be needed
to show the creation, location, relocation or abandonment of any
utility easement over the Parking Area.
4.4 Fee Title En2nag2erad: The City hereby agrees
that its fee title ownership interest in the Commercial Project
is encumbered by the easements granted in this Paragraph 4.
4.5 worms, of basements: Except as provided in this
Paragraph 4.5 and paragraph 4.6, below, the easements granted by
this Paragraph 4 shall exist for the term of each of the Ground
Leases and any and all extensions or renewals of any one or more
of them. In the event, however, MOPA or the Ground Lease Tenant
or Ground Lease Tenants of any one or more of the Ground Leases
should acquire fee title to the real property covered by one or
more of the Ground Leases, then (i) the transferee or transferees
shall accept fee title to the portion of the Commercial Project
so conveyed subject to the terms of this Declaration and the
easements granted, reserved and created herein without the
necessity of further documentation and (ii) the easements
-7- COOR26027
7coor24.exh
024
described in this Paragraph 4 shall, inso facto, be deemed to
encumber that portion of the Commercial Project acquired by MOPA
or any Ground Lease Tenant in perpetuity without the necessity of
future notice or documentation. If any one or more of the Ground
Leases may terminate prior to the expiration of the term thereof
either by surrender or upon termination or default, or if MOPA or
one or more but not all of the Ground Lease Tenants under the
Ground Leases should decline from exercising its or their option
to renew the terms of any one or more of the Ground Leases, this
Declaration and the easements granted by this Section 4 shall
remain in full force and effect against the entire Commercial
Project including without limitation any part of the Commercial
Project which may be held by the City or its successors free and
clear of a Ground Lease upon termination thereof until the
termination of the last remaining Ground Lease. in the event the
State Lease shall terminate and the City does not acquire title
or other right to own and operate the Marina, the easements
granted herein which encumber the Commercial Project for the
benefit of the marina =hall terminate but this Declaration shall
remain in full force and effect with respect to the Commercial
Project and the Saywood Parcel.
4.6 Public Ut lity Easement: Notwithstanding the
fact that the Leases may be in full force and effect, the City
shall dedicate in perpetuity any and all public utility easements
which may be required for the development of the commercial
Pro eet. The City shall receive no consideration for the
dedication of any such public utility easements.
S. Construction of Parkin Areas and Roadways: The
parking area, driveways, roadways and utilities to be located on
the Commercial Project have been or shall be constructed by MOPA
or the Tenants under the Ground Leases or its or their successors
and assigns pursuant to the land use approvals obtained at the
time of construction of commercial improvements upon the
Commercial Project. The parking areas, driveways, roadways and
utilities located on the Commercial Project may be constructed in
phases. All parking areas, driveways, roadways and utilities
will be constructed in accordance with the standards established
by the City as of April 1, 1990.
6.1 AX10cation of Cost: All costs and expenses of
operating, maintaining, repairing and replacing the parking area,
driveway, roadway and utility easements described herein shall be
borne by the City, Baywood and MOPA (or Ground Lease Tenant or
Ground Lease Tenants, if any) in the following manners
6.1.1 Lot 2. Lot 3 and Lot 4: The costs of
operating, maintenance and repair of the parking areas,
driveways, roadways, ligihtinand utility areas situated on Lot
2, Lot 3 and Lot 4 shat initially be borne .by 140PA. Xn the
event the Ground Leases for Lot 2, Lot 3 and Lot 4, or any one or
more of them, are assigned by MOPA to separate Ground Lease
Tenants or are acquired by separata Ground Lease Tenants in tea
title or are reacquired by the City or the City's successor -in-
interest upon termination of Ground Lease or otherwise, the party
acquiring each se arate Ground Lease shall be separately
responsible for the driveway, roadway, parking and utility areas
situated on Lot 2, Lot 3 or Lot 4.
6.1.2 Lot s: The costs of operating,
maintenance and repair of the driveway, parking and utility areas
situated on Lot 5 (including without limitation the cost of
electricity for Parking Area lighti4g shall initially be borne
eighty and three- tenths percent (80.3 ) by NOVA and nineteen and
seven - tenths percent (19.7 %) by Baywood. in the event that the
Ground Leases for Lot 1, Lot 2, Lot 3 and Lot 4, or any one or
-$- COOR26027
7coor24.exh
025
more of them, are assigned to different Ground Lease Tenants or
are acquired by separate Ground Lease Tenants in fee title or are
reacquired by the City or the City's successor -in- interest upon
termination of a Ground Lease, or otherwise, the fee title owner
of the Baywood Parcel, the Ground Lease Tenants under Ground
Leases and /or upon termination of the Ground Leases, the Owners
of Lot 1, Lot 2, Lot 3 and Lot 4 shall share the costs of
maintenance and repair of Lot 5 in accordance with the following
percentages (the t•Applicable Percentages "):
Lot
1
11.6%
Lot
2
12.5%
Lot
3
15.5%
Lot
4
40.74
Baywood Parcel
19.7%
Except as provided in Paragraph 6.5, below,
and unless charged by the Association in the manner described in
the Bylaws, the Applicable Percentages shall not be altered or
readjusted.
For purposes of this Paragraph 6.1.2, the
Ground Lease Tenants of each Ground Lease shall be liable for its
Applicable Percentage of repair and maintenances costs of Lot 5
during the term of the Ground Lease. If a Ground Lease Tenant
acquires fee title to the real estate covered by a Ground Lease,
that Ground Lease Tenant and its successors and assigns as owner
of title to the real property covered by that Ground Lease shall
continue to be liable for its Applicable Share of repair and
maintenance costs of Lot 5. If a Ground Lease Tenant does not
acquire fee title to the real property covered by any Ground
Lease, then upon termination of a Ground Lease, the City or Sts
successor or assign as landlord under the Ground Lease shall
become liable for its Applicable Percentage of repair and
maintenance costs of Lot S.
6.1.3 igt 6: The costs of maintenance and
repair of the parking areas, driveways, roadways and utility
areas situated on Lot 6 exclusive of the cost of electricity for
lighting on Lot 6 shall be borne fifty percent (504) by the City:
forty and fifteen one - hundredths percent (40.15 %) by MOPA and
nine and eighty -five one - hundredths percent (9.85 %) by 6aywood.
In they event Lot 1, Lot 2, Lot 3 and Lot 4, or any one or more of
them, are assigned to or acquired by different Ground Lease
Tenants, then MOPA Baywood and the Ground Lease Tenants (or
other party acquiring an interest in one or more Ground Leases or
fee title to a Lot free and clear of a Ground Lease) shall bear
fifty percent (50 %) of the cost of maintenance and repair of the
cost of maintenance and repair of Lot 6 in accordance with the
Applicable Percentages in the manner set forth in Paragraph
6.1.2, above. Notwithstanding the foregoing i all costs of
operating the lightinq situated on Lot 6 shall be borne solely by
the city.
6.1.4 aavwood Parcel: The costs of
maintenance and repair of the driveways, roadways and utility
areas, if any, situated on the Baywood Parcel shall be borne by
Baywood and its successors and assigns.
6.1.6 Marina Circle: Notwithstanding the
terms of Paragraphs 6.1.1, 6.1.2, 6.1.3 and 6.1.4, above, the
parties hereto agree that the costs of maintenance and repair of
Marina Circle shall initially be borne !fifty percent (5o$) by the
City, forty and fifteen one hundreAth percent (40.15 %) by MOPA,
and nine and eighty -five one- hundredth percent (9.85 %) by
BayWood. In the event Lot 1, Lot 2, Lot 3 and Lot 4, or any one
or more of them, are assigned to or acquired by different Ground
Lease Tenants, then MOPA lsaywood and the Ground Lease Tenants
(or other parties acquiring an interest in one or more Ground
-9-- COOR26027
7coor24.exh
026
Leases or fee title to a Lot free and clear of a Ground Lease)
shall share fifty percent: (50 %) of the cost of maintenance and
repair of Marina Circle in accordance with the Applicable
Percentages in the same manner described in Paragraph 6.1.2,
above.
6.1.6 Marj=t The costs of maintenance and
repair of any parking areas, driveways, roadways and utility
areas that may be now or hereafter situated on the Marina shall
be borne by the City.
6.2 =nation of Association: Except where
otherwise provided in this Declaration, the management,
maintenance and operation of the Parking Area shall be governed
and conducted by and throu h the Petaluma Marina owner's
Association (the "Association "). The Association shall be formed
as a California non - profit mutual benefit corporation or other
form of association acceptable to its members and shall consist
of the City, Saywcod and MOPA and any and all other Ground Lease
Tenants who may hereafter acquire the lesseees interest in any
Grund ofothe Lease or andcclear ofeatGround Lease Portion
each
and all of whole upon acquiring the lessees interest in a Ground
Lease or fea title to any portion of the Commercial Project
currently covered by a Ground Lease shall automatically become a
member of the Association and shall remain a member for so long
as it owns an interest in a Ground Lease or Ground Leases or,
upon termination of a Ground Lease or Ground Leases, a fee title
ownership interest to any portion of the Commercial Project. The
Association shall be deemed to be in existence immediately upon
recordation hereof. The Association shall have the power by
written consent of the City and MOPA to adopt, written bylaws
(the "Bylaws,,) and articles of incorporation providing it detail
for the creation and election of the board of directors, and the
qualifications of directors, and the creation of officers and the
qualifications, term and duties of the officers. The Bylaws may
be amended or repealed in the manner described in the Bylaws.
The Bylaws may delegate the powers, authority, duties and
responsibilities of the Association under this Declaration to
such board of directors or officers or manager (including MOPA),
all upon such terms as the Bylaws may provide, and the Bylaws so
adopted or amended shall be binding upon the City, MOPA, Baywood
and Ground Lease Tenants and owners, if any, and any of their
assignees and subtenants (whether or not they consent thereto or
to any given amendment thereof) until amended or repealed, and
the City, MOPA, Baywood and Ground Lease Tenants and owners, if
any, and upon'any of their assignees and subtenants shall be
bound by any action of such board of directors or officers or
managers which may be au-thorized by the terms of the Bylaws. In
the absence of the Bylaws, any action or responsibility required
or permitted to be undertaken or exercised by the Association
shall be by the written consent or authorisation of the City and
MOPA, so long as MOPA owns at least two Lots in the Commercial
Project and, thereafter, by the city and a majority of those
parties who may own the Baywood Parcel and the tenants' interest-
in the Ground Leases or, upon termination thereof, fee title to
Lot 1, Lot 2, Lot 3 and Lot 4.
6.3 : The Association shall
be responsible for the continued maintenance, repair, operation
and restoration of the Parking Areas• Without limiting the
generality of the foregoing, the Association shall specifically
do the followings
(a) Maintain, or cause to be maintained, all
parking lots, roadways, driveways, walkways, exterior electric
Lighting facilities and lighting standards, landscape irrigation
or sprinkler systems, drainage systems, and other, improvements
located on the Parking Area, in good repair, operable in the
-10- COOR26027
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027
t
manner of which they are designed, and in a safe, sound
condition;
(b) Maintain, or cause to be maintained, any
and all trees, shrubbery, planting, and other landscaping located
on the Parking Area and replace the same as necessary;
(c) Keep all paved areas on the Parking Area
in level, smooth and evenly covered condition with the type of
material originally installed or such substitute as shall in all
respects be equal in quality, use, and durability;
(d) Remove all pa era, debris, filth and
refuse from the Parking Area and routinely sweep all paved areas
to the extent reasonably necessary to keep the same in clean and
orderly condition;
(e) Place, keep in repair and replace any
necessary or appropriate directional or informational signs,
markers and lines, restriping parking spaces as necessary, and
clearly delineating by curb painting, striping, and other means
no parking and loading zones on the Parking Areal
(f) Keep in good repair and condition on the
Parking Area common identification signs, perimeter fences and
walls, and other common facilities;
(g) Pay all charges for landscaping
irrigation water, electrical services and any other utilities
furnished and separated metered on the Parking Areal,
(h) Keep in force and effect (to the extent
available at commercially reasonable rates) a blanket public
liability insurance policy or policies with initial policy limits
of not less than $1,000,000 per person and $5,000,000 per
occurrence for personal injury or death, and $300,000 of property
damage, for injury to person or property occurring on the Parking
Area for the benefit of the City, saywood, MoPA and Ground X ease
Tenants and owners, if any, and to increase the policy limits in
the manner described in the Bylaws;
((i) Keep in force and effect, and pay the
premiums for, a policy or policies of comprehensive casualty
insurance covering loss or damage to improvements, parking,
driveway and utility easement areas on the Parking Area from
f ire, windstorm or other casualty, in a policy amount equal to
the full replacement value thereoff and
(j) Enforce the terms of this Declaration
against the city, Baywood, MOPA, Ground Lease Tenants, and
Owners, and their respective successors and assigns.
Notwithstanding anything stated above to the
contrary, the Association shall have no right or obligation to
maintain or repair any landscaping, signs, sidewalks or common
areas situated on the Marina or the Saywood Parcel or on any
portion of the Commercial Project not included within the Parking
Area.
6.4 Authority to Contractt The Association shall
have the authority to contract for all services, work and
insurance policies required pursuant to Paragraph 6.3, above, and
to employ MOPA or a professional manager to conduct these and all
other duties of the Association hereunder, provided that no such
contract or employment agreement shall be for a term of more than
three (3) years. Any such contract shall conclusively be deemed
the act and deed of the Association if it is executed by the City
and MOPA.
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028
6.8 : The
Association shall have the authority ( ) to grant perpetual non -
exclusive easements for ingress, egress, roadway and parkin
purposes over Lot 6 for the benefit of and appurtenant to that
certain parcel of real property adjacent to Lot 6 situated on one
and three- tenths (1.3) acres currently owned by Borue S. O'Brien
and more particularly described in xihibit 'lost attached hereto
and incorporated herein (the 401.3 Acre Parcel) and (ii) to grant
perpetual non - exclusive easements for ingress, egress and roadway
purposes over Lot 6 for the benefit of and appurtenant to that
certain parcel of real property adjacent to Lot 6 commonly known
as 799 Saywood currently owned by Richard Coombs and Jennifer
Coombs and more particularly described in Exhibit 116„ attached
hereto and incorporated herein (the „799 Parcel").
The fee title owner of the 1.3 Acre Parcel and /or
the 799 Parcel, may annex its or their land into the area
benefited by this Declaration at any time upon written
application therefor. Said application shall state that the fee
title owner of the 1.3 Acre Parcel and /or the 799 Parcel shall be
bound by the terms of the Declaration and the Bylaws. The 1.3
Aare ]parcel and the 799 rarcal shall be deemed to be admitted
into the Association and shall be deemed to receive the benefit
of the easements granted herein immediately upon the
Associations receipt of written application. The Association,
the city, the Tenants and, upon termination of any or all or the
Ground Leases, the fee title owners of Lot 1 Lot 2, Lot 3 and
Lot 4 shall execute any and all agreements, instruments and
instructions which may reasonably be required to evidence the
grant of the benefit easement described it his Declaration to the
1.3 Acre Parcel and /or the 799 Parcel.
Upon admittance into the Association, the fee title
owner of the 1.3 Acre Parcel and /or the 799 Parcel shall become
obligated to pay a portion of the costs of maintenance and repair
of Lot 5 and Marina Civole. The Applicable Percentages shall be
adjusted among the members of the Association (excluding for
computation purposes the operator of the Marina) on the basis of
the gross square footage of Lot 1, Lot 2, Lot 3, Lot 4, the
Baywood Parcel and the 1.3 Acre Parcel and /or the 799 Parcel so
admitted reduced only be parking areas that may be situated on
said parcels.
The parties agree that the fee title owners of the
1.3 Acre Parcel and the 799 Parcel are and shall be intended
third party beneficiaries of this paragraph 6.5.
6.6 Title to Lot 5 and Lod 6:
6.6.1 Lot 5: In consideration of this
Declaration, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the City
agrees that upon written request of the Association at any time
during the term of this Declaration, the City or its successors
or assigns shall contribute the fee title ownership interest in
Lot 5 to the Association. The Association shall hold title to
Lot 5 for the benefit of the City and the members of the
Association, subject to the terms of this Declaration and the
Bylaws. Upon any termination of this Declaration, as described
In Paragraphs 1.6 and 4.5, above-:, the Association, or its
successors and assigns, shall reeonvey title to the City by
quitclaim deed at no coat or expense to the City.
The terms and conditions of the transfer of Lot
to the Association are set forth in the Contribution Agreement
attached hereto as Exhibit 1.7„ and incorporated herein.
6.6.2 Lot 6: In consideration of this
Declaration and for other good and valuable consideration, the
-12- COOR26027
7coor24.exh
029
receipt and sufficiency of which is hereby acknowledged, the City
agrees that upon written request of the Association the City or
its successors or assigns shall contribute the fee title
ownership interest to Lot 6 to the Association. The Association
may not request the transfer of fee title to Lot 6 to the
association unless one of the following three events shall occur:
(i) The Loan Contract between the City
and the California Department of Boating and waterways
(- C.D.B.w.") in the amount of $3,960,000 dated November 23, 1987
is paid off and retired; or
(ii) C.D.B.W. consents in writing to
the transfer of title to Lot 6 to the Association; or
(iii) Twenty seven (27) years have
elapsed from the date of .recordation of this Declaration.
The conditions set forth in this Paragraph
6.6.2 are for the benefit of both the City and the Association
and may be waived only in writing by both or said parties.
The Association shall hold title to Lot 6 for
the benefit of the City and the members of the Association
subject to the terms of this Declaration and the Bylaws. Upon
any termination of this Declaration as described in Paragraphs
1.6 and 4.5, above, the association, or its successors or
assigns, shall reconvey title to the City by quitclaim deed at no
cost or expense to the City.
The terms and conditions of the transfer of
Lot 6 to the Association shall be substantially similar to the
terms set forth on the Contribution Agreement attached hereto as
Exhibit 117n.
6.6.3 Acknowledgement: The City hereby
acknowledges that if approved and accepted by the Association,
the transfer of title to Lot 5'and Lot 6 to the Association will
further the City's interests in operating and maintaining the
Marina and the Parking Area. The City further acknowledges that
the City will contain sufficient ownership and control of Lot 5
and Lot 6 through its membership in the Association. .
6.6.4 Prior to Transfer of Titles Prior to
the transfer of fee title to Lot 5 and Lot 6 to the Association,
MOPA shall, at the written request of the Association, transfer
and assign the Ground Lease for Lot 5 and /or the Ground Lease for
Lot 6 to the Association pursuant to the terms and conditions of
Article 15 of the Ground Lease for Lot 5 and /or Lot 6. The City
hereby consents to said assignment.
6.7 Reined es: The costs and expenses incurred by
the Association shall be borne by the City, MOPA, Baywood or
Tenants, if any, in accordance with the allocation or costs
described in Paragraph 6.1, above. if any party shall fail to
perform its A obligations
ssociation shallhave ther rights tand hremedies rprovided hI owner s
Paragraph 9, below.
7. Taxes Insurance and indemnification:
7.1 TAXOs: All taxes, charges, special and
general assessments, business license fees and similar taxes
(individually *'Tax" and collectively "Taxes') assessed against
the Commercial Project shall be paid in the following manner:
(i) Baywood shall pay all taxes assessed
against the Baywood Parcel.
COOR26027
7coor24.exh
030
8.2 Subordination: This Declaration and the
easements granted or reserved herein shall be senior to the
Ground Leases and any and all deeds of trust, mortgages or other
liens, encumbrances or ground leases of any nature or securing
any amount of amounts which may now or hereafter be secured
against the interest of the City .in the Marina and the CityPs fee
title ownership in the Commercial Project and the interest of
Baywood in the Baywood Parcel and the interest of MOPA and /or the
Ground Lease Tenant or Ground Lease Tenants in the Ground Leases
or, in the event MOPA and /or the Ground Lease Tenant or Ground
Lease Tenants in the Ground Leases acquire fee title to all or
Tof the Ground Leases, the interest of MoPA and /or the Owners
in the fee title to the Commercial Project or any Ground Lease
including, without limitation, any and all mandatory or
discretionary future advances thereon. said subordination shall
be effective without the necessity of having further instruments
executed by the City, Baywood, MOPA and /or any Ground Lease
Tenant or Ground Lease Tenants or Owner or owners or any
mortgagee. Nevertheless, at the request of MOPA or the Owners
Association, the parties hereto, or their successors and assigns,
shall forthwith execute, acknowledge and deliver such instruments
as may be necessary or appropriate to obtain the subordination of
any deed or truest, mortgage, ground lease or other lien or
encumbrance to this Declaration and the easements granted or
reserved herein. Without limiting the generality of the
foregoing, MOPA agrees to exercise its best efforts to obtain a
subordination from the holder of that certain promissory note
executed by MOPA in favor of Bank of San Francisco secured by a
deed of trust against the Ground Lease for Lot 1 recorded
April 1S, lg9o, as Instrument No. 90- 036293 in the Sonoma county
Records.
8.3 Winders: The breach of any of the easements,
covenants, charges, burdens or restrictions imposed hereby shall
not defeat or render invalid the lien or charge of any mortgage
or deed of trust made in good faith and for value, and with
respect to any such mortgage or deed of trust; pprovided,
hereunder, the provisions of this Paragraph 8 shall be limited to
provide that title to any interest in the Commercial Project or
the Baywood Parcel acquired through sale by foreclosure or
exercise of the power of sale in such mortgage or deed of trust
(whether effected by judicial proceedings or otherwise) or by
deed in lieu of foreclosure or trustee's sale shall be subject to
all of the charges, burdens, easements, covenants, restrictions
and equitable servitudes affecting the commercial Project
pursuant to this Declaration and the Bylaws.
8.4 TransfeXoeo: Any transferee (by gift, devise,
Intestate succession, grant, quitclaim, trustee 'to deed, sheriff's f
deed, or other mode of transfer whatsoever) of ee title of Lot
1, Lot 2, Lot 3, Lot 4, Lot S and /or Lot 6 or of the lessee's
interest in any Ground Lease shall be automatically deemed, by
acceptance of title, or any part thereof, to have assumed and
become abound by all burdens, charges, equitable servitudes,
easements, covenants and obligations imposed by this Declaration
and to have agreed with all other parties to execute any and all
instruments and to do any and all things reasonably required to
carry out the intention of this Declaration and the Bylaws.
9. Remedies:
9.l, Riabt to : If
any party or the Association shall, during the term of this
Declaration, default in the full, faithful and punctual
performance of any obligation to be performed by such party and
if such default shall continue for thirty (30) calendar days
after written notice from any other party or from the Association
stating with particularity the nature and extent of such default,
then'any other party or the Association shall, in addition to all
--15- COOR26027
7coor24.exh
031
other remedies it may have at law or in equity or under the
Bylaws, have the right to perform such obligation on behalf of
such defaulting party and be reimbursed by such defaulting party
for the cost thereof, together with interest at the rate of
twelve percent (12 %) per annum or such lower rate as may be the
highest rate chargeable under the then applicable usury lasts of
the state of California. Any such claim for reimbursement,
to ether with interest as aforesaid, shall be a secured right and
a ion therefor shall attach to the portion of the Marina, the
Baywood Parcel or the Commercial Project owned or operated by the
party in default, and improvements thereon, owned by the
defaulting party to the extent of the defaulting party's interest
thereto and shall be effective upon recording of a notice thereof
in the Recorder's Office for Sonoma County, or in such other
office as may from time to time by law be charged with
maintaining the public records of Sonoma County. The lien
described in this Paragraph 9.1 shall be subordinate to any
mortgage or deed of trust now or hereafter covering any portion
of the Commercial Project and /or the Baywood Parcel, as the case
may be, and improvements thereon, which mortgage or deed of 'trust
shall comply with the terms of Article is of the Ground Leases,
if applicable, and any purchaser at any foreclosure or trusteefs
sale (as well as any grantee by deed in lieu of foreclosure or
trusteeOs sale) under any such mortgage or deed of trust shall
take title free and clear from any such then existing lien
described in this Paragraph 9.1, but. otherwise subject to the
provisions of this Declaration and the Bylaws.
9.2 TnJunative Rel{efa in the event of a breach,
or attempted or threatened breach, of any obligation of this
Declaration by the City, Baywood, MOPA or Ground Lease Tenants or
owners, if any, or its or their assignees or subtenants or by the
Association, the non - defaulting party or parties shall be
entitled forthwith to full and adequate relief by injunction and
all such other available legal and equitable remedies from the
consequences of such breach. An' deed, lease, assignment,
conveyance or contract made in violation of this Declaration
shall be void and may be set aside upon the petition of one or
more of the non - defaulting parties or by the Association. All
costs and expenses of any such suit or proceeding•shall be
assessed against the defaulting party and shall constitute a lien
against the interest of the defaulting party in the Marina, the
Baywood Parcel or the Commercial Project or the interest therein
wrongfully leased, assigned, conveyed or contracted for until
paid, effective upon recording of a notice thereof in the Office
of the county Recorder of Sonoma County, or in such other office
as may from time to time by law be charged with maintaining the
public records of sonoma county. The lien described in this
Paragraph 9.2•shall be subordinate to any mortgage or deed of
trust covering any portion of the Commercial Project and /or the
Saywood Parcel, as the case may be, and any improvements thereon,
which mortgage or deed of trust shall comply with the terms of
Article 18 of the Ground Leases, if applicable, and any purchaser
at any foreclosure or trusteefs sale (as well as any grantee by
deed -in lieu of foreclosure of trustee ,'s sale) under any mortgage
or deed of trust shall take .title free from any such lien
described in this Paragraph 9.2, but otherwise subject to they
provisions of this Declaration and the Bylaws.
9.3 No waivers No delay or omission of any party
In the exercise of any right accruing upon any default of any
other party shall impair any such right or be construed to be a
waiver thereof, and every such right may be exercised at any time
during the continuance of such default. A waiver by any party of
a breach of a default of any of the terms and conditions of this
Declaration by any other party shall not be construed to be a
waiver of any subsequent breach or default of the same or any
other provision of this Declaration. Except as otherwise
apecirloally provided in Chia Declaration, no remedy provided in
-16- COOR26027
7coor24.exh
032
this Declaration or the Bylaws shall be exclusive, but each shall
be cumulative with all other remedies provided in this
Declaration, the Bylaws and at law or in equity.
9.4 No Rescission= It is expressly declared that
no breach of the provisions of this Declaration shall entitle any
party to cancel, rescind or otherwise terminate this Declaration,
but such limitation shall not affect, in any manner, any other
rights or remedies which any party may have hereunder by reason
of any breach of the provisions of this Declaration.
10. Right to Comylate Develunmsnt: Anything in this
Declaration to the contrary notwithstanding, nothing in this
Declaration shall be construed or interpreted as imposing upon
MOPA, its agents, employees, contractors, successors and assigns:
(a) any restrictions whatsoever as to the design, construction,
maintenance, repair, conduct or location of any initial work of
improvement anywhere in the Commercial Project, or (b) financial
responsibility for failure to complete any such initial work of
improvement, or (c) any limitations or restrictions as to
scheduling, timing or phasing of initial development or
construction of the Commercial Project or any portion thereof, or
(d) any limitation whatsoever with respect to temporary
construction signage, for sale or lease signage or other signage
deemed appropriate by MOPA during such initial development. In
constructing any improvements on any portion of the commercial
Project, MOPA and /or any Ground Lease Tenants under any Ground
Leases and /or owners, may temporarily store materials on the
Parking Areas and may perform works of construction on the
Parking Areas which may be needed in connection with the
construction of permanent improvements for the commercial
Project.
11. Release of Excluded Aroporty= For u ses of
this Paragraph 11, those portions of the legal parcel which
the Saywood Parcel is situated other than the Saywood Parcel
itself shall be referred to as the „Excluded Property". The
parties hereto agree that the benefits of this Declaration do not
inure to the benefit of the Excluded Property and the burdens of
this Agreement do not encumber the Excluded Property. At such
time as Baywood or its successor or assigns may obtain all
necessary public approvals for the legal division of the Baywood
Parcel and the Excluded Property into separate legal parcels and,
if requested by the owner of the Excluded Property or any title
insurer of the Excluded Property and /or the Baywood Marcel, the
city and any other fee title owner of Lot 1, Lot 2, Lot 3, Lot 4,
Lot 5 and Lot 6, the lessees under each Ground Lease and the
Association shall each execute any quitclaim deed or other
document, instrument or instruction evidencing the release of the
Excluded Property from the encumbrance of this Declaration. Said
release shall be effected at no cost to the owner of the Excluded
Property other than the cost of preparing and recording any
quitclaim deed or other document, instrument or instruction
required to evidence the release of the Excluded Property and the
cost of obtaining any lot -line adjustment or parcel map which may
legally divide the Maywood Parcel and the Excluded Property.
12. No Third Party aaneficiaries: No Creation of
Prescriptive Rights: The parties hereto agree that the terms of
this Declaration shall inure to the benefit of the Marina only so
long as the City, is the lessee under the State Lease. in the
event the State Lease should terminate the Marina shall be
excluded from this Declaration without notice and without
raquivement of addlttlonai documentation.
The parties hereto further agree that, except as
provided in Paragraph 6.5, above, there are no intended third
party beneficiaries of this Declaration and that the benefits of
this Declaration shall not inure to the benefit of any real
-17- COOR26027
7coor24.exh
033
property adjacent to the Marina, the Commercial project and the
Baywood Parcel.
The parties hereto further acknowledge that the general
public and the owners of real property adjacent to the Marina,
Baywood Parcel and Commercial Project may, from time to time, use
all or a portion of the parking areas driveways, roadways and
other common use areas described heraLn. The parties agree that
such Una is permissive and with the consent of the Parties
hereto. MOPA, or the Association, shall post at the entrance of
the Commercial Project or at intervals of not more than two
hundred (200) feet along the boundary of the Commercial Project a
sign stating that "Right to Pass by Permission, and Subject to
Control, of owner; section 1008, Civil Code ". Upon recordation
hereof, the parties shall execute and record in the official
Records of Sonoma County a Notice, pursuant to Section 813 of the
California Civil Code in the form attached hereto as Exhibit „8„
and incorporated herein stating that the right of the public to
use the parking areas, driveways and other common use areas is
permissive.
13. Miscellaneous:
13.1 Partial Invalidity: If any provision, or
portion thereof, of this Declaration, or the application thereof
to any persons or circumstances shall, to any extent, be held
invalid inoperative'or unenforceable, the remainder of this
Declaration, or the application of such provision, or portion
thereof, to any other persons or circumstances shall not be
affected thereby; the remainder of this Declaration shall be
given effect as if such invalid or inoperative portion has not
been included; and each provision of this Declaration shall be
valid and enforceable to the fullest extent permitted by law.
13.2 No Joint Venture: Nothing in this
Declaration shall be construed to make the City, MOPA, Baywood
and Ground Lease Tenants or owners, if any, or any of them,
partners or joint venturers or render either the City, MOPA,
Baywood or Tenants, if any, or any of them, liable for the debts
or obligations of any other party. The Association shall be the
agent of the City, MOPA, Baywood and Ground Lease Tenants or
Owners solely for the limited purposes set forth herein and shall
not give rise to any additional obligations or liabilities on the
part of the-City or NOVA or Baywood or Ground Lease Tenants or
owners, if any.
13.3 Term of Remedies: Except as provided in
Paragraphs 1.6 and 4.5, above, rights and obligations of the
Association and the remedies herein described shall continue in
force and effect for a term of sixty (60) years unless sooner
terminated pursuant to the terms of this Declaration, and
thereafter shall automatically be renewed for successive periods
of ten (10) years unless prior to commencement of such ten (10)
year period the City, Baywood and MOPA or their successors and
assigns unanimously elect not to renew this Declaration.
Notwithstanding anything stated above in this paragraph 13.3 to
the contrary, the termination of this Declaration shall not
affect or terminate the easements granted by Paragraph 1 and
Paragraph 4, above, except as specifically provided in Paragraphs
1.6 and 4.5, above.
13.4 Naticaes: Unless otherwise specified in
writing to the other party in the manner set forth herein, the
address of each party for all purposes shall be as follows:
-7.8- COOR26027
7coor24.exh
034
The City$ Office of the City Manager
City Hall
11 English Street
Petaluma, California 94952
MOPA: c/o Petaluma farina Business center
799 Baywood
Petaluma, California 94952
Attn: Borue H. O'Brien
Saywcod: c/o Petaluma Marina Business center
799 Saywood
Petaluma, California 94952
Attn¢ Borue H. O'Brien
Any notices required to be given hereunder shall be
sent by registered or certified mail, return receipt requested,
to such addresses, with copies to each party. service of written
notice shall be deemed to be effective twenty -four (24) hours
after the date shown on the receipt issued by the post orrice for
such registered or certified mail.
13.5 Amendmentt This Declaration may be amended
by an instrument executed by the City, Baywood and MOPA. If MOPA
shall assign any of the Ground Leases, this Declaration may be
amended by an instrument executed by the City, Baywood and all
Ground Lease Tenants under the Ground Leases or all Owners who
may acquire fee title to Ground Leases except as may be otherwise
provided herein.
13.6 Attorneys' Fees: In the event that any party
Institutes an action at law or in equity to enforce or interpret
any provisions of this Declaration, or to enforce the award of
any court of law, the prevailing party or parties in such action
shall be entitled to an award of reasonable attorneys' and
experts• fees and court costs in addition to any and all other
remedies awarded by the court.
13.7 S ndi nat s Effect of Acaulslzlon or -ee i•A L
by MOPA or Tenants: Subject to the terms of Paragraph 12, above,
and the Ground Leases, the terms and provisions of this
Declaration shall inure to the benefit of, and be binding upon,
the parties hereto and to their guests, invitees, lessees,
sublessees, grantees, contract purchasers, successors, estates,
administrators, executors, devisees, heirs, assigns, and
subassigns. In the event the City should transfer its interest
in the Commercial Project to this Petaluma Community Development
Commission, the terms of this Declaration and the easements
granted and reserved herein shall be binding upon and shall inure
to the benefit of the Petaluma Community Development cpmmission
without notice or further documentation. In the event XOPA or
any Ground Lease Tenant or Ground Lease Tenants should acquire
fee title to any Ground Lease, the terms of this Declaration and
the easements granted and reserved herein shall attach to said
fee title without notice or further documentation. Without
limiting the foregoing, each party hereto and their successors
and assigns shall execute and deliver any instruments, agreements
and instructions that may be reasonably required by any party
hereto or any title insurer to evidence the existence or priority
or the easements granted or reserved herein.
13.8 Cangli cts: In the event any conflict exists
between the terms of this Declaration on one hand and the terms
of the Ground Leases on the other hand, the terms of this
Declaration shall govern. in the event any conflicts exist
between the terms of this Declaration on one hand and the terms
of the Bylaws on the other hand, the terms of this Declaration
shall govern.
-19- COOR26027
7coor24.exh
035
13.9 Further Assurances: The parties hereto agree
to execute any and all further agreements, instruments, or
instructions at any time or times hereafter which may be
necessary or convenient to accomplish the purposes of this
Declaration, including, but not limited to, any documents
requested by any title insurer of the Marina, the Saywood Parcel
or the Commercial Project to insure the rights granted to the
City or MOPA herein.
IN WITNESS WHEREOF, the parties hereto execute this
Declaration on the date first set forth above.
THE CITY: CITY OF PETALUMA, a public body,
corporate and pgjitdd c
By:
Approved as to Form
Attest:
MOPA: MARINA OFFICE PARK ASSOCIATES,
a California Limited Partnership
By:
or a H..o7 r en, General
P artn
er
By: / C-2— � :: e $�� A. Coombs , °en artne
r
By:
'Larry 'Was Partner
SAYWOOD: BAYWOOD PARTNERS, INC., a California
corporation
I By:
By:
By:
Its:
-20- COOR26027
7coor24.exh
036
STATE OF CALIFORNIA )
,p ) s8.
COUNTY OF 10MUl�J
on this .-day of in the year
before me, personally a peared B rue H. O•Srien, personally known
to me t o to
be the person that executed this instrument on behalf of the
partnership and acknowledged to me that the partnership executed
it.
IN WITNESS
of xed my official
c
rtificate.
WHEREOF I have hereunto set my hand and
seal in 'the ------ County of
on the date set forth above in this
Ndtarjr Public, State of Califorola
My Commission Expires:
"'STATE OF CALIFORNIA )
COUNTY OF t�--
on this day in the yeauf
before me, personally appealre d IRLchard A. Coombs, pe
v e) the person that executed this instrument on
behalf of the partnership and acknowledged to me that the
partnership executed it.
IN WITNESS WHEREOF, I hav hereunto set my hand and
of "ed my official seal in the County of
on the. date set forth above n this
4.926 f
Ry o ary Pu c, State of a orn
SamWl My commission Expires:
i
STATE OF CALIFORNIA
ss.
COUNTY Or "d.X, :-//LZ- )
on thin /��ay of in the year
before me, persona l'�y� appeared-Larry L. WaSem, personally known
to me ( o sa
be the person that executed this instrument on behalf of the r
partneship and acknowledged to me that the partnership executed
it.
IN WITNESS WHEREOF, I have hereunto set my hand and
of d my official seal in the County of
•' d�it.��• on the date set forth above this
certificate.
o ary Public,
S a e of California
My Commission Expires:
-21-
COOR26027
7coor24.exh
037
STATE OF CALIFORNIA )
//%% ss .
COUNTY OF//Z14AU i LA—
On this ay of in the year
before me, persona y appeared brae H. O *Brien, pers na-lly known
to we ( e o- ��+'-- silerfa__ct�__o�.� e�ieruse) to
be the person that executed this instrument on—Se-half of the
corporation and acknowledged to me that the ccsrparation executed
Lt.
IN WITNESS WHEREOF, I have hereunto get my hand and
aff ced m official seal in the County of
on the date set ror above n this
C-1264A -�-Ao- ela�
c�ert ficate.
o rO" a ary Pu c,• Wtate of 11forn a
NR My Commission Expires:
ff 4 11 :3ONWA COUN17
991
STATE Or CALIFORNIA
ss.
COUNTY OF �G�� -���yy�� Q
On this /%' ' 'May of in the year ! d
before me, personally appeared R cward A. Coombs, personally
known to me
gsrrd'ftace•) to be the person that executed this instrument on
behalf of the corporation and acknowledged to me that the
corporation executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and
aMxed my official seal in the County of
on the date se for h a ove n this
•ice a.cate.
w++ a ota Public, State of Cali orn a
WACIALWAL My Commission Expires:
SON MA May
STATE OF CALIFORNIA )
COUNTY OF
On this /2 `may of � e in the year
before me, person lly appeared Larty L. Wasem, persona ly known
to me ( ov�d m.�..� h' a •-e %ief4x o v to
be the perat executed this instrument on behalf of the
corporation and acknowledged to me that the corporation executed
it.
IN W2TNESS WHEREOF, Y have hereunto set my hand and
afflx,qd my official seal in the County of
Tk•G on the date s-e-f forth above In this
Notary Pub c, State of Fll. I for
My Commission Expires:
OTo� ,
Mt CO
XP. -22 COOR26027
7coor24.exh
038
Exhibit 1
Exhibit 2
Exhibit 3
Exhibit 4
Exhibit 5
Exhibit 6
Exhibit 7
Exhibit 8
a. -
Legal Description of Marina
Legal Description of Commerc3.a1 Project
Legal Description of Haywood Parcel
Legal Description of Parking Areas
initially Located on Lots 2, 3 and 4
Description of 1.3 Acre Parcel
Legal Description of 799 Parcel
Contribution Agreement
Civil Code Section 813 Notice
-23-
COOR26027
7coor24.exh
039
Exhibit •.—L2a
Legal Description or Marina Premises
The Marina Premises are located in the City of Petaluma, County of
Contra Costa, State of California and Consist of "Parcel 1" ane
"Parcel 211 described as follows: t.
PARCEL 1
Being portions of the land described in Grant Deed No. 9789
recorded Feb. 19, 1953 in Book 1189 of Official Records, page 305,
Sonoma County, and Grant Deed No. 17660, recorded Jan. 27, 1956,
in Book 1410 of Official Records, Page 451, Sonoma County, and
being a portion of the Petaluma Rancho in T4N, R7W and TSN, R7W,
more particularly described as follows:
COMMENCING at the easterly terminus of the curve with an arc length
of 785.9 feet, as described in that Deed to Northwestern Pacific
Railroad Company, a corporation, recorded Oct. 24, 1916 in Book 345
of Deeds, Page 266, Sonoma County, said point lying on the
southerly line of the Northwestern Pacific Railway right -of -way,
said point of commencement being indicated as Point "C" on that
Record of Survey recorded in Book 185 at page 18 of Maps, Sonoma
county; thence southeasterly on a tangent to said curve along the
southerly line of the Northwestern Pacific Railway Right -of -Way
S 76059112" E 755.10 feet to a point of intersection with the
northwesterly line of that certain parcel of real property in the
County of Sonoma, State of California, described in the Quitclaim
Deed from the County of Sonoma, to the City of Petaluma,
California, a municipal corporation, dated May 28, 1968, and
recorded on May 31, 1968, in Book 2333, of official Records, Pa e
819, Sonoma County, and the TRUE POINT OF BEGINNING of the herein
described parcel; thence leaving said southerly right -of -way line
S 14'3410011 W 196.00 feet; thence 8 10'1614511 W 278.00 feett thence
S 05'0914011 W 140.00 feet; thence S 15'4213.5" W 93.94 feet; thence
S 26'21153" W 123.30 feet; thence N 86'0410011 W 77.00 feet! thence
N 03'5610011 E 143.43 feet; thence N 41`0400011 W 121.55 feet to a
Point on the northwesterly line mentioned abover thence along said
northwesterly line N 30 5714811 E 657.39 feet to the Point of
Beginning.
PARCEL 2
Being portions of the land described in Grant Dead No. 9789
recorded Feb. 19, 1953 in Book 1189 of official Records, page 305,
Sonoma County, and Grant Deed No. 17660, recorded .Ian. 27, 1956,
in Book 1410 of official Records, Page 451, Sonoma County, and
being a portion of the Petaluma Rancho in T4N, R7W, and T5N, R7W,
M.D.B. &M., more particularly described as followst
SF.G7NNING at the easterly terminus of that curve with an arc length
of 785.9 feet, as described in that Deed to Northwestern Pacific
Railroad company, a corporation, recorded oct. 24, 1916 in Soox 345
of Deeds, Page 266, Sonoma County, said point lying on the
southerly line of the Northwestern Pacific Railway right -of -way,
said point of beginning being indicated as Point "c" on that Record
of Survey recorded in Book 185 of Maps, Page 15, Sonoma county;
thence along said southerly right -of -way line S 76'59112° E 755.10
feet to a point of intersection with the northwesterly line of that
parcel described in that Quitclaim Deed, recorded May 31, 1968 in
Book 2333 page 819 of official Records, Sonoma County; thence along
said northwesterly line S 30'57'48" W 657.39 feet= thence leaving
said northwesterly line N 41'0410011 W 24.45 feet; thence
N 86'04100" W 28.50 feet; thence S 48 56'0011 W 91.00 feett thence
N 41'0410011 W 292.00 feet; thence N 48456000" E 83.50 feet; thence
N 03' 56.0011 E 33.00 feet; thence N 41' 04 1 0011 W 221.00 feet; thence
S 48'56.00" W 203.43 fast; thence N 41'0410016 W 362.99 feet to a
point on the above mentioned curve with a radius-of 352.20 feet;
thence along said curve in a northeasterly direction from a tangent
which bears N 31 36140" E through a central angle of 71'24.0881 for
an arc length of 438.91 to the Point of Beginning.
040
101283 -T
AP 005•- 060 -24 (a portion)
005- 060 -27 fa portion)
005 - 060 -28 (a portion)
310
All that real property situate in the City of Petaluma, County of
Sonoma, State of California, described as follows$
SLOT
FXRST PARCEL
as shown and designated upon that certain map antitied
VO4 --lama Marina parcel Map No. 247, filed in the office of the
County Recorder on February 27, 1990, in Book 454 of Maps, pages
9 and 10,,Soncma County Records.
SECOND PARCEL
A ON-- CLUB VE common driveway easement over that portion of
Lot 6, designated as 50 Foot Non- Exclusive Common Driveway
Easement Over Marina Project, as shown upon that certain map
entitled Petaluma Marina Parcel Map No. 247, flied in the office
of the County Recorder on February 27, 1990, in Hook 454 of Maps,
pages 9 and 10, Sonoma County Records.
THIRD PARCEL
A NON - EXCLUSIVE common driveway easement over those portions 4f
Lots 5 and 6, designated as 30 Foot Non- ExclusiVe Common Driveway
Easement Over Commercial Project and over Marina Project, as
shown upon that certain map entitled Petaluma Marina Parcel Map
No. 247, filed in the office of the County Recorder on February
27, 1990, in Hook 454 of Maps, pages 9 and 10, Sonoma County
Records.
FOORTR PARCEL
EAST44ZNW for street or highway purposes, more particularly
described as follows$
A STRIP OF LAND, 80 Peet wide, situated in the City of Petaluma,
County of Sonoma, state of California lying equally 40 feet on
each side of the following described lines
COMMENCING at the southeasterly corner of that certain parcel of
land described in Deed dated May 16, 1984, from Public Storage
Properties X, Ltd. to City of Petaluma, recorded July 3 1984,
under Document No. 84- 045209, Sonoma County Records, said corner
being in the northerly line of land, 60 feet wide, of
Northwestern Pacific Railroad Companyt thence North 770 01' 51"
Nest, along said northerly line, being parallel with and distant.
30 feet northerly, measured at right angles from the original
located Centerline of Northwestern Pacific Railroad Company's
main track (formerly Donahue Branch, retired), 26.33 feet to the
true point of beginning of the line herein to be described=
thence South 50 188 23" East, 63.19 feet to the southerly line of
said Company's land.
The side lines of the herein above described 80 foot wide strip
Of land terminate in said northerly and southerly lines.
FILTH PARCEL
AN T for street or highway purposes, more particularly
described as follows$
BEING a portion of the lands of Northwestern Pacific Railroad
Company, as described by Deed recorded in Book 345 of Deeds, page
266, Sonoma County Records, and being more particularly described
as follows$
BEGXNNING at Point "C" as shown on 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 760 59. 12" West through a
central angle of 30 02' 36", having a radius of 352.2 feet and
length of 18.71 feet: thence leaving said southeasterly line,
North 5° 10' 14" West, 0.52 feet= thence South 760 59' 12" East,
18.86 feet to the point of beginning.
EXHIBIT .. Z.'
041
101284 -T 310
AP 005 - 060 -24 (a portion
005 - 060 -27 (a portion
OOS- 060 -28 (a portion)
All that real pzoperty situate in the City of Petaluma, County of
Sonoma, State of California, described as follows&
FIRST pARCFL
r T , as mown and designated upon that certain map entitled
Petaluma Marina Parcel Nap No. 247, Piled in the office of the
County Recorder on February 27, 1990, in book 4S4 of Mapa, pages
9 and 10, Sonoma County Records.
MD PARCEL
- SxcLUSSvr. common driveway easement over that portion of
Lot 6, designated as SO Foot Non - Exclusive Common Driveway
Easement Over Marina Project, as shown upon that certain map
entitled Petaluma Marina Parcel Map No. 247, filed in the office
of the County -Recorder on February 27, 1990, in Book 454'of Maps,
pages 9 and 10, Sonoma County Records,
T RCSL
`aN P EILVZ common driveway easement over those portions of
Lots 5 and 6, designated as 30 Foot Non - Exclusive Common Driveway
Easement Omer Commercial Project and over Marina Prpjecto as
shown upon that certain map entitled Petaluma Marina Parcel Map
No. 247, filed in the office of the County Recorder on February
27, 1990, in Book 454 of Maps, pages 9 and 10, Sonoma County
Records. '
FQLiRTft PhRCML
AN EASEMENT for street or highway purposes, more particularly
described as follows$
A STRIP OF LAND, 8o feet wide, situated in the City of Petaluma.
County of Sonoma, state of California lying equally 40 feet on
each side of the following described Lines
COMMENCING at the southeasterly corner of that certain parcel of
land described in Dead dated May 16, 1984, from Public Storage
PCOPerties X, 'Ltd. to City of Petaluma, recorded July 3 1964,
under Document No. 84- 045209, Sonoma County Records, said corner
being in the northerly line of land, 60 foot wide, of
Northwestern Pacific Railroad Company= thence North 770 011 51"
West, along said northerly line, being parallel with and distant
30 feet northerly, measured at right angles from the original
located centovline of Northwestern Pacific Railroad Compat ny•s
main track (formerly Donahue Branch, retired), 26,33 fea to the
true point of beginning of the line herein to be deacribed$
thence south S• 18. 25 Past, 63.19 feet to the southerly Line of
said Company's land.
The side lines of the herein above described 80 foot wide strip
of land terminate in said northerly and southerly lines.
FIFTH PARCEL
AN EASEMENT for street or highway purposes, more particularly
described as follows
BEING a portion of the lands of Northwestern Pacific Railroad
Company, as described by Deed recorded in Book 348 of Deeds, page
266, Sonoma County Records, and being more particularly described
as follows
BEGINNING at Point "C" as shown on that Record of Survey, filed
In Book 185 of Maps, pa a IS in the Office of the Sonoma County
Recorders thence along the southeasterly line of the said &ands
of Northwostern Pacific Railroad Company, &longg a cusve to rho
left from a tangent which bears North 760 S91 12" West through a
central angle of 3. 02. 36 ", having a radius of 352.2 goat and
lenvth of 18.71 feett thence leaving said ■outheasterLy line,
North S" 1O. 14" West, 0.52 feats thence South 76. 89. 12" Most,
18.86 feet to the point of beginning.
042
101285 -T
AP 005 - 060 -24 to portion)
005.060 -27 (a portion)
009 - 060 -28 (a portion)
310
All that real property situate in the City of Petaluma. County of
Sonomu, State of California, described as follows:
FIRST PARCEL
T , as mown and designated u n that certain map entitled
Petaluma Marina Parcel Map No. 247, filed in the office of the
County Recorder on February 27, 1990, in Book 454 of Maps, pages
9 and 10, Sonoma County Records.
88COND EL
17 &SK' PARCEVE common driveway easement over that portion of
Lot 6, designated as 50 Fact Non - Exclusive Common Driveway
Basement Over Commercial Project, as shown upon that certain map
entitled Petaluma Marina Parcel Map No. 247, filed in the office
Of the County Recorder on February 27, 1990, in Book 454 of Maps,
pages 9 and 10# Sonoma County Records.
T((iRD PARCEL
A NO -$ DIVE common driveway easement over those portions of
Lots 5 and 6, designated as 30 Foot Non - Exclusive Common Driveway
Easement over Ccmmareiai Project and over marina Project, as
enown upon that certain map entitled Petaluma Marina Parcel Map
No. 247 filed in the office of the County Recorder on February
27, 1995, in Book 454 of Napa, pages 9 and io, Sonoma County
Records.
4 R PARCEL
BA ENT�OC street or highway purposes, more particularly
described as follows.
A STRIP OF LAND, 80 feet wide, situated in the City of Petaluma,
County of Sonoma, State of California lying equally 40 feet on
each side of the following described line.
COMMENCING at the southeasterly corner of that certain parcel of
land described in Deed dated May 16. 1984, from Public storage
Properties K, Ltd. to City of Petaluma, recorded July 3, INTO,
under Document No. 84- 045209, Sonoma County Records, said corner
being in the northerly line of land, 60 feet wide, of
Northwestern Pacific Railroad Company: thence North 770 01' 51"
West, along said northerly line, being parallel with and distant
30 feet northerly, measured at right angles from the original
located centariLne of Northwestern Pacific Railroad Company's
main track (formerly Donahue Branch, retired), 26.h3 feet to the
true point of beginning of the line herein to be deseribeds
thence South 56 18' 25" East, 63.19 feet to the southerly line of
Bald Company's lend.
The side lines of the herein above described 8o foot wide strip
of land terminate in Bald northerly and southerly lines.
FxFTN PARCEL
RAOSMF.NT for street or highway purposes, more particularly
described as follows:
BEING a portion of the lands of Northwestern Pacific Railroad
Company, as deaoribad by Deed recorded in Book 345 of Deeds, age
266, Sonoma County Records, and being more particularly described
as follows.
BEGINNING at Point *CO as shown on that Record of Survey, filed
in Book 185 of Maps, page 15 in the Office of the Sonoma County.
Recorders thence along the southeasterly line of the said land■
of Northwestern Pacific Railroad Company, alongg a curve to the
left from a tangent which bears North 76° 59' 12° West through a
central angle of 3. 02. 36", having a radius of 342.2 feet and
length of 18.71 facts thence leaving said southeasterly line,
North 5" 304 141 West, 0.82 fents thence South 76° 59' 12" East,
18.86 feet to the point of beginning.
EXHIBIT "4"
043
94626 -PAT
AP 005 - 060 -24 (a portion
005 - 060 -27 (a portion
005 - 060 -28 (a portion
907
All that raal property situate in the City of Petaluma, County of
Sonoma, State of California, described as follows&
MS as s ST PARCEL
own and designated upon that certain map entitled
Petaluma Marina Parcel Map No. 247, filed in the office of the
County Recorder on February 27, 1990,, in Hook 4S4 of Maps, pages
9 and lo, Sonoma County Records.
SECOND PARCEL.
vS common driveway easement over that portion of
` Lots 5 and 6, designated as 30 Pont lion- Sxelusive Common Driveway
Easement Over Commercial Projaet, as shown upon that certain map
entitled Petaluma Marina Paroal Map we. 247, tiled in the office
of the County Recorder on February 27, 1990, in Hook 454 of Maps,
pages 9 and 10, Sonoma County Records.
TiiI P_,ARC�EL
— AXNEM for street Or highway purposes, more particularly
described as follows:
A STRIP OF LAND, 80 Peet wide, situated in the City of Petaluma,
County of Sonoma, State of California, lying equally 40 feet on
each side of the following described lines
COMMENCING at the southeasterly corner of that certain parcel of
Land desaribed in Dead dated may 16,•1904, trout Public Store
Properties X, Ltd. to City o! Petaluma, recorded July 3 1984,
under Document No. 84- 045209, Sonoma County Records, said corner
being in the northerly line of land, 60 feet wide, of
Northwestern Pacific Railroad Comppany$ thence North 77. Ol' 51"
Nest, along said northerly line• being paaallsi with and distant
30 feet northerly, measured at right angles from the original
Located centerline of northwestern Pacific Railroad Company's
main track (formerly Donahue Branch, retired), 26.33 loot to the
true point o." be inning of the line herein to be deaeribodr
thence South S• 18. 25 fast, 63.19 feet to the southerly line of
said Company's land.
The side lines of the herein above described so loot wide strip
of Land terminate in said northerly and southerly lines.
�OUi1TEi PA�ICEL
Arf- BA&tEttEptTa'or street or highway purposes, more particularly
desaribed as follows&
BEING a portion of the lands of Northwestern Pacific Railroad
Company, as described by Dead recorded in Book 34S of Deeds, page
266, Sonoma County Records, and being more particularly describad
as follows$
930INNX"a at Point "C" as shown on that Record of survey, Piled
in Book 105 of Maps, paga 1S in the Office of the Sonoma County
a cardarr then** alongg thm southeasterly line of the said lands
o! Northwestern Pncitic Railroad Company, ai*ngg a curve t* the
left from a tangent which bears North 76. 59. 12" Nest through a
central angle o! 3. 02' 360, having a radius of 392.2 toot and
length of 38.71 faet� thence leaving said southeasterly line,
North 5. 10. 14" Nest, 0.92 feet$ thence South 76. 59. 12" Bast,
18.86 feet to the point of beginning.
044
101286 -T
AP 005 - 060 -24 /a portion
008- 060 -27 4. portions
005 - 060 -28 (a portion)
310
All that real property situate in the City of Petaluma, County of,
Sonoma, State of California, described as followss
IRST�PARCRL
5; as shown and designated upon that certain map entitled
Petaluma Marina Parcel Map No. 247, filed in the office of the
County Recorder on February 27, 1990, in took 454 of !laps, pages
9 and 100 Sonoma County Records.
RESERVING THERCFRON, together with the right to convey same to
others, a non - exclusive common driveway casement over that
portion of Lot S, designated as 30 Foot Non - Exclusive Common
sriveway tenement Over Commercial Project, as shown upon that
certain map entitled Petaluma Marine Parcel Map No. 247, filed in
the office of the County Recorder on February 27, 1980, in took
454 of Maps, pages 9 and 10, Sonoma County Records.
SECOND PARCI&L
A NON- ANal =VS common driveway easement Over that portion of Lot
6, designated as 50 Foot Non- Bxaluaiva Common Driveway Easement
Over Marina Project, as shown upon that certain map entitled
Petaluma Marina Parcel Map No. 247, filed in the office of the
County Recorder on February 27, 1990, in Book 454 of Maps, pages
9 and 10, Sonoma County Records.
THIRD tLARCBTO
R 15o1i= 8x�L�Ff&IVE common driveway easement over th4t portion o! Lot
6, designated as 30 Foot Non - Exclusive Common Driveway Easement
Over Commercial Project and oval. Marina Project, as drown upon
that certain map entitled Petaluma Marina Parcel Map. No.
247, tiled in the office of the County Recorder on 27,
1990, in Hook 4S4 of Maps, pages 9 and 10, Sonoma County Records.
URTR PARCEL
s►s�M T For street or highway purposes, more particularly
described as followss
A STRIP OF LAND, 80 feet wide, situated in the City of Petaluma,
County of Sonoma, State of California, lying equally 40 fact on
each aide of the following described lines
COMMENCING at the southeasterly corner of that certain parcel of
land described in Dead dated May 16, 1984, from Pubiia Storage
Properties K, Ltd. to City of Petaluma, recorded July 3 1964,
under Document No. 84- 045209, Sonoma County Records, said corner
being in the northerly line of land, 60 feet wide, of
Northwestern Pacific Railroad Companys thence 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 cents line of Northwestern Pacific Railroad Company's
main track (formorly Donahue Branch, retired), 26.33 feet to the
true point of beginning of the line herein to be deaoribedl
thence South 5. 18' 25" East, 63.19 Peet to the southerly line of
said Company's land.
The side lines of the herein above describad 80 loot wide atrip
oF land terminate in said northerly and southerly lines.
21''Tti PARCEL
SSA LN3BNT for street or highway purposes, more particularly
described as go *we
BEING a portion of the lands of Northwestern Pacific Pailroad
Company, as described by Deed recorded in Book 34S of Deeds, page
266, Sonoma County Recorder and being more particularly described
ae followss
BSGINNSNG at Point "C" as shown on that Record of Survey, filed
In Book 185 of Maps, Pa a 15 in the office of the Sonoma County
Recorders thence along the southeasterly line of the said lands-
of Northwestern Pacific Railroad Company, along a cVrve to the
left from a tangent which bears North 760 594 22" Nest through a
central angle of 3. 02' 36 ", having a radius of 352.2 Comb and
length of 18.71 !eats thence lmav&ng said southeasterly line,
North 5. 10' 140 West, 0.52 feints thence South 76. 59' 12- East,
10.86 feet to the point of beginning.
EXHIBIT e`Z
045
101287 -T
AP 005- 060 -24 (a portion)
005- 060 -27 a portion
005 - 060 -28 (a portion$
710
All that real property situate in the City of Petaluma, County of
Sonoma, atnCe of California, described as follows:
IRB1 PARC 6
6, ae s own and designated upon that certain map entitled
• Petaluma Marina Parcel Map No. 247, filed in the office of the
County Recorder on February 27, 1990, in Book 454 of Maps, pages
9 and 108 Sonoma County Records.
RESERVING T::SREFROM, together with the right to convey same to
others, a non- excluaive common driveway easement over that
portion of Lot 6, designated as 50 Foot Non - Exclusive Common
Driveway Easement Over Marina Project, as shown upon that certain
map entitled Petaluma Marina Parcel Map No. 2470 filed in the
office of the County Recorder on February 27, 1990, in Book 454
of Maps, pages 9 and 10, Sonoma County Records,
ALSO RESERVING THEREFROM, together with the right to coney same
to ethers, a non - exclusive common driveway easement over that
Portion of Lot 6, designated as 30 Foot Non- ExClusive Common
Driveway Easement. Over Commercial Project, as shown•upon that
certain map entitled Petaluma Marina Parcel Map No..247, filed in
the office of the County Recorder on February 27, 1990, in Book
454 at Maps, pages 9 and 10, Sonoma County Records.
SECOND PARCEL '
s B common driveway easement over that portion of Lot
6, designated as SO Foot Non- Excluaive Common Driveway Basement
Over Marina Project, ae shown upon that certain map entitled
Petaluma Marina Parcel Map No. 247, filed in the office of the
County Recorder on February 27, 1990, in Book 4S4 of Maps, pages
9 and 10, Sonoma County Records.
Tl1IRD PARCEL
O IVE common driveway easement over those portions of
Lots S and 6, designated as 30 Foot Nan - Exclusive Common Driveway
Easement Over Commercial Project and over Marina Project, as
shown upon that certain asap entitled Petaluma Marina parcel Map
No. 247. filed in the office of the County Recorder on February
27, 1990, in Book 4S4 of Maps, pages 9 and 10, Sonoma County
Records.
FOURTH SCEL
A or street or highway purposes, more particularly
described as follows:
A STRIP OF LAND, 80 feet wide, situated In the City of Petaluma,
County of Sonoma, State of California, lying equally 40 feet on
each elide of the following described lines
COMMENCING at the southeasterly corner of that certain parcel of
land described in bead dated May 16, 1904,, from public storage
?ropertl.es X, Ltd. to City at Petaluma, recorded July 3 1984,
andor Document No. 64- 045209, 6enoma County Records, saLa corner
being in the northerly line of land, 60 feet wide, of
Northwestern Pacific Railroad Company$ thence North 77. 01• S1"
West. along said northerly line, being parallel with and distant
30 feet northerly, measured at right angles from the original
Located centerline of Northwestern Pacific Railroad Company's
main track (formerly Donahue branch, rotiredl, 26.33 feet to the
true point of beginning of the line herein to be described$
thence South 5. 18' 25" East, 63.19 feet to the southerly line of
said Company's land.
The side lines of the herein above described 60 foot wide strip
of land terminate in said northerly and southerly linos.
FIFTH PARCEL
AN'pEMENT far street or highway purposes, more particularly
described as follows:
BEING a portion of the lands of Northwestern Pacific Railroad
Company, as described by Deed recorded in Book 345 of f Deeds, page
266, Sonoma County Records, and being more particularly described
• as ollawas
BEGINNING at point "C" as shown on that Record of Survey, filed
in Hook 16S 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, alongg a curve to the
left from a tangent which bears North 760 59' 12" West through a
Central angle of 3. 02. 36 ", having a radius of 352.2 feet and
length of 18.71 tests thence leaving said southeasterly line,
North 60 l0. 14" West, 0.52 feet: thence South 76. 89' 12" Bast,
18.06 feet to the point of beginning.
EXHIBIT % %z*v 046
BEING A PORTION OF THE LANDS OF BAYWOOD PARTNERS, INC., A
CALIFORNIA CORPORATION, AS SAID LANDS ARE DESCRIBED BY DEED
RECORDED UNDER DOCCUNlENT NUMBER 90011209, OFFICIAL RECORDS OF
SONONA COUNTY, SAID PORTION 13BING DESCRIBED AS FOLLOWSt
THAT 60.00 FOOT WIDE STRIP OF SAID LANDS LYING WESTERLY OF THE
NORTHERLY PROLONGATION OF THE EASTERLY LINE OF LOT 5, AS SAID LOT
IS SHOWN ON THAT CERTAIN MAP ENTITLED "PETALUMA MARINA, PARCEL
MAP NO. 24711 RECORDED IN BOOK 454 OF NAPS AT PAGE 9, SONONA
COUNTY RECORDS, AND LYING EASTERLY OF A LINE THAT IS PARALLEL
WXTH AND 15.00 FEET EASTERLY OF, ME"UTRED AT A RIGHT ANGLE, THE
CENTER LINE OF THE CITY OF P13TAXA MA STREET EASEMENT RECORDED
UNDER DOCUMENT NUMBER 88022147, OFFICIAL RECORDS OF SONOMA
COUNTY.
PREPARED BY: BRELIE & RACE CONSUXJTXNG C3
DATE: 9 -12 -90
JOB: 3092.7
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THE NORTHEASTERLY 25.88 FE13T OF T40T. 2, AS SAID LOT IS SHOWN ON
THAT CERTAIN MAP ENTITLED "PETALUMA MARINA, PARCEL MAP NO. 2471*,
RECORDED IN BOOR 454 OF MAPS AT PAGES 9 AND 10, SONOMA COUNTY
RECORDS.
PREPARED BY: BREL7E & RACE CONSULTING AR ` N1* VEERS
DATE: 8 -9 -90 y��
JOB: 1092.2 ��
APN: 005 - 060 -54 c
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THE'NORTHEASTERLY 15.88 FEET OF LOT 30, AS SAID LOT YS SHOWN ON
THAT CERTAIN MAP ENTITLED "PETALUMA MARINA, PARCEL MAP NO. 247n,
RECORDED IN BOOK 454 OF MAPS AT PAG13S 9 AND 10, SONOMA COUNTY
RECORDS.
PREPARED BY: SRELTS & RACE CONSULTING CXV
DATE: 8 -9 -90
,708: 1092.2
APN: 005 - 060 -55
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THOSL* PORTIONS OF LOT 4, AS SAID LOT IS SHOWN ON THAT CERTAIN MAP
ENTITLED "PETALUMA MARINA, PARCEL MAP NO. 24711, RECORDED IN BOOK
454 OF MAPS AT PAGES 9 AND 10, SONOMA COUNTY RECORDS, DESCRIBED
AS FOLLOWS:
PARCEL ONE
A STRIP OF LAND 17.00 FEET WIDE THE EASTERLY LINE OF WHICH IS
DESCRXBED AS FOLLOWS:
BEGINNING AT THE SOUTHEASTERLY CORNER OF SAID LOT 4:
THENCE, ALONG THE EASTERLY LINE OF SAID LOT,
-NORTH 3 °56456" EAST 103.91 FEET; THENCE, CONTINUING ALONG
SAID LINE, NORTH 10.09903" EAST 63.,45 FEET TO POINT "A", TIM
TERMINUS OF THE HERBIN DESCRIBED LINE.
PAR=x@ TWO
A STRIP OF LAND 15.73 FEET WIDE THE NORTHEASTERLY LINE OF WHICH
IS DESCRIBED AS FOLLOWS:
BEGINNING AT POINT "A" AS DESCRIBED IN THE ABOVE PARCEL ONES=
THENCE, ALONG: THE NORTHEASTERLY LINE OF SAID LOT 4,
NORTH 41.04600" WEST 163.26 FEET TO THE TERMINUS OF THE
MUMXN DESCRIBED LINE.
PREPARED BY: BRELSE & RACE CONSULTI
DATE: 8 -9 -90
JOB: 1092.2
APN: 005- 060 -56
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EXHIBIT I[
OZdW No. 8004&IC
lH LUV NO-05 0036 03 039482
The land referred to in this report is situated in the state of California,
County of Sonoma, City of Petaluma and is described as follows:
Being a portion of land described in deed dated October 2, 1916, from the
McNear Company to Northwestern Pacific Railroad Company, recorded October
24, 1916, in Back 345 of Dead &, at page 266, Sonoma County Records, more
particularly described as follows:
Commencing at the Southerly terminus: of that certain curve with an
arc length of 784.98 feet and radius of 352.20 feet as described in
deed dated May 28, 1962, from Northwestern Pacific Railroad to
Sonoma County Flood Control and water Conservation District and
recorded September, 1962, in Book 1913 of Official Records, Page
916, Sonoma County Records; thence Northerly along said curve to thu
right having a radius of 352.20 feet, a central angle of 46 degrees
331 '12" an are distance of 286.17 feet to the actual point of
beginning; thence continuing along said curve to the right with a
radius of 352.20 feet, a central aniglg of 81 degrees 08* - 46" and a
arc distance of 498.81 feet to a point in a line parallel with and
distance 30.00 feet Southerly, measured at right angles, from the
center line of Northwestern Pacific Railroad Companyfs existing spur
track (formerly Donahue Branch); thence North 76 degrees 59, 12"
West along said parallel line 578.32 feet; to a point in the
easterly line of land described in said deed dated May 28, 1962;
thence South 24 degrees 41* 1214 east along said easterly line of
376.52 feet to the point of beginning.
A.P.NO. 005- 060 -06
atcM= 719MUM74H mineral rights, etc., as Deserved in that certain Deed from
NorthW*Stern PACific Railroad Company, a California corporation, to N. Gail Allen and
Sur-ftn Allen, husband and wife, as Joint %%mmt,s, dated January 27, 1989 and recorded
February 1, 1989 under Recorder's Serial No. 89009167, Sonora Oouaty Records.
EXHIBIT it fs
055
EXHIBIT
File No'. 41313JC
�IFTTAN PAGE
The land referred to in this report is sit=ted in the State oil California, CoMAW of
Bata, City Of Peta3. mlS and is described as follows:
Bering a portion of the lands described in the deed from the County of Sonoma recotded in
Book 2368 of Official Reoozds, at Page 532, Soncva County Reoords and all of Parcel 1 and
a portion of Parcel 2 as shown on Parcel Map 10, filed in the office of the County
Recordev of sonoma► County on January 21, 1969 in Hook 109 of Maps at Page 18, sonaroa
County Re=rds and VOCC partiai].ariy described as follows:
Beginning at a concrete monument on the south efts of Lakeville Highway and marking the
northwest corner of the lands described in the dead (2368 O.R. 532) arsd►
running theme along the south edge of Lakeville Highway North 84 degrees 41# 3S" East
598.02 feet to an angle point in the mouth edge of Lakeville Highway; thence continuing
along said south edge of Lakeville Highway North 78 degrees 58' 20" Fast 207.99 feett
thence leaving said south edge of_Lakeville Highway South 12 degrees 58' 0610 West 316.36
feet to the southerly line of said Parcel Map 10 (109 M 18) i thence along said southerly
line of said Parcel Map (109 M 18) and along the southerly line of the lands described in
deed (2368 O.R. 532) North 77 degrees 01' 511' West 758.08 feet to the westerly line of the
lands described in deed (2368 O.R. 532); thence along said westerly line North 13 degre"
141 25++ Fast 44.24 feet to the point of beginniM.
Excz r= FROM that portion of the above described Parcel lying Easterly of the
Westerly line of the land described in the deed to the City of Petaluma zecoacdad July 3,
1984 in AOMUMt No. 84045205, Son=a COMW Rec=ds.
A.P. No. 005- 060-44
Any use of this legal description may create a violation of the subdivision Map Act by
reasa�n of contiguous ownership of vestee herein. Any usage for purposes of conveyance or
of the described property shall be deemed to be without the consent of this
►y
EXHIBIT
056
EXHIBIT 617"
• fry so C_0RJWTCJ�:L4ARK Z it _
This CONTRIBUTION AGREEMENT ( "Agreement ") is made and
entered into this day of , 1990, by
and between THE CITY OF PETALUMA, a public body corporate and
politic (hereinafter referred to as the "City) and the PETALUMA
MARINA OWNERS ASSOCIATION, a California non - profit corporation
(hereinafter referred to as the "Association ").
a a 9 1 T a L a
This Agreement is made with reference to the following
facts:
A. The City is fee title owner of that certain real
property situated on approximately five and seventy -six one
hundredths (5.76) acres located in the City of Petaluma, county
of Sonoma, State of California, designated Lot 5, as shown on
Parcel Map No. 247 filed February 27, 1990 in Book 454 of Maps,
Pages 9 and 10, Sonoma County Records, more particularly
described in Exhibit "A" attached hereto and incorporated herein
(the "Subject Property ").
S. On or about August 16, 2984, the City and the
Association's predecessor -in- interest, Marina office Park
Associates, a California limited partnership ( "MOPA "), entered
into that certain Agreement Concerning Development (herein so
called) for the development of a marina on certain real property
adjacent to Subject Property by the Cit and the development by
MOPA of a commercial project on the Subject Property and Lots 1,
2, 3, 4 and 6 as shown on Parcel Map No. 247 filed February 27,
1990 in Book 454 of Maps, Pages 9 and 10, Sonoma County Records
(the "Remaining Project ").
C. Pursuant to the terms of the Agreement Concerning
Development, the City and MOPA entered into that certain Ground
Lease (herein so called) dated October 3, 1985 concerning the
Subject Property and Remaining Project and recorded on that date
in the Official Records of Sonoma County as Document
No. 65065899.
D. Pursuant to the Ground Lease, the City and MOPA
have entered into that certain Subdivided Ground Lease (the
"Lease ") covering the subject Property dated ,
1990 and recorded , 1990 in tM1e Official Records
n
of the County of Sonoma as Dooumet No. " and that
certain Declaration of Easements, Covenants" and Restrictions and
Reciprocal Easements for the Petaluma Marina Project, covering
the Subject Property and the Remaining Property dated as of
1990 and recorded , 1990 as
Document No. in the Officia Records of Sonoma County
(the 11CC &R811).
E. The Association has succeeded to MOPA's interest in
the Lease.
F. The parties hereto hereby acknowledge and agree
that the fair market value of the subject Property as burdened by
the CC &Rs and the permitted uses under presently existing land
use restrictions and the terms of this Agreement is minimal.
G. The City is a member of the Association. The City,
through the CC &Rs and the bylaws of the Association, has
maintained significant control over the operation of the
Association and, after the Association's acquisition of the
-1-. COOR26027
3lot20.aps
057
Subject Property, shall retain significant control over the
management and use of the Subject Property.
H. In order to facilitate the development of the
Subject Property in the manner originally contemplated by the
Agreement Concerning Development, Ground Lease and the Lease, the
Association wishes to acquire the subject Property from the City
and the City wishes to contribute the Subject Property to the
Association on the terms and conditions hereinafter set forth.
AfiRRAMANX
ACCORDINGLY, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
The City hereby agrees to convey and the Association
hereby agrees to accept the Subject Property on the terms and
conditions set forth below.
2.1 Title Report. The Association has received a
preliminary title report (the "Title Report ") issued by
Northwestern Title security Company, 439 College Avenue, Santa
Rosa, California, dated , 199_, as Order No.
a copy of wh ch s attached hereto as �!tibit "B and
incorporated herein. The Association hereby approves those
certain restrictions shown as Exceptions Nos. and
and shown on the Title Report.
2.2 Condition of Titles: Title to the subject Property
shall be conveyed by the City to the Association at close of
Escrow free and clear of all liens, encumbrances, restrictions
and righte of way of record, subject only to the following
( "Permitted Conditions of Title ");
2.2.1 The lien for a pro rata amount of any cur-
rent real.'property taxes, a lien but not yet due and payable;
2.2.2 Those certain restrictions of record shown
on the Title Report and approved by the Association pursuant to
the terms of Paragraph 2.1, above;
2.2.3 The CC &Rs; and
2.2.4 Any lien or encumbrance caused by the acts
of the Association.
2.3 Policy of Tirle Insurance. Title to the Subject
Property shall be insured by an owner's CLTA standard form policy
of title insurance (the "'Title Policy ") issued by Escrow Holder
or such other insurer as the Association may choose prior to
Close of Escrow, in any amount policy insuring the Association's
interest in the Subject Property free and clear of all liens and
encumbrances other than the Permitted Conditions of Title.
3.1 gl�osingr Timing. The Closing of this transaction
(the "Closing ", "Closing Date" or "Close of Escrow ") shall take
place thirty (30) calendar days after the date of execution
hereof by both the Commission and the Association.
3.2 Escrow Holder. The closing shall occur at the
offices of Northwestern Title Security Company, 439 College
Avenue, Santa Rosa, California 95401 (the "Escrow Holder "). Time
-2- COOR2 602'7
3lot20.aps
058
is of the essence of this Agreement and, except as specifically
provided for herein, the Closing shall not be adjourned or post-
poned unless consented to in writing by the City and the
Association. The Escrow Holder shall also cause all policies of
title insurance described in Paragraph 2.3, above, to be issued
to the Association at the Closing.
3.3 The Associati n's Conditions Precedent to Closing.
As express conditions precedent to the Association's obligations
hereunder, the following conditions precedent must be satisfied
or waived by the Association on or prior to the Closing Date:
3.3.1 The Association must have approved the
condition of title to the Subject Property in the manner
described in Paragraph 2.1, above.
3.3.2 The Escrow Holder must be irrevocably
committed to issue to the Association the Title Policy.
3.3.3 No change in the physical condition or per-
mitted use of the Subject Property, including, without limita-
tion, any change in zoning or Land -use restrictions, shall have
occurred or been effected after the date of the Association's
execution of this Agreement, or shall be pending or threatened at
the Close of Escrow.
3.3.4 No litigation or condemnation proceeding
concerning the Subject Property shall have occurred, or be
pending or threatened, at the Close of Escrow.
The conditions precedent described in this Paragraph
3.3 are for the sole benefit of the Association and may be waived
only by a written instrument signed by the Association.
3.4 Effect of Fail yxr- of Condition. in the event any
condition set faith in Paragraph 4.3, above, shall not be satis-
fied or waived, then this Agreement shall terminate, all docu-
ments deposited into escrow shall be returned to the party who
made such deposit, the City shall bear all costs incurred by the
City in entering this Agreement, and the Association shall bear
all costs incurred by the Association in entering into this
Agreement.
3.5 The City's Documents at Closing. The City shall
deposit the following with the Escrow Holder prior to the Closing
'Date:
3.5.3. Qaed. The City =hall execute, acknowledge
and deliver in recordable form a grant deed or deeds (the "Deed•')
in the Corm attached as Exhibit "C" to this Agreement conveying
to the Association all right, title and interest in and to the
Subject Property.
3.5.2 other Documents. The City shall also
deliver to the Association such escrow instructions and other
documents required by the Escrow Holder to complete the transfer
of the Subject Property to the Association in the manner
described in this Agreement.
3.6 The Association's Documents at Closing[. The
Association shall deliver to the city through escrow such escrow
instructions and other documents required by the Escrow Holder to
complete the transfer of the Subject Property in the manner
described in this Agreement.
-3- COOR26027
3lot2O.aps
059
4.1 _Costs Paid or incurred by the City. The City
shall pay or otherwise incur (i) the tees and expenses of the
City's counsel in connection with this transaction and (ii) all
costs and fees to release any lien or encumbrance on the Subject
Property disapproved by the Association in the manner described
in Paragraph 2.1, above.
4.2 ,Costs Paid by the Association. The Association
shall pay at the Closing (i) the premium for the Title Policy,
(ii) the Escrow Holder's fees; (iii) the cost of all city and
county transfer taxes (unless exempt); (iv) recording fees for
the Deed (if any'); (v) fees and expenses of the Assoeiation0s
counsel; and (vi) all other fees customarily paid for by a
purchaser for the purchase of similar property in Sonoma County.
4.3 Prorations.
4.3.1 Rent. Rent, if any, due the City under the
Lease shall be prorated as of the Closing Date.
4.3.2 No Other Prorations. Except as provided in
Paragraph 4.3.1, real property taxes, insurance premiums, util-
ities and other items of income and expense shall not be prorated
as of the Closing Date.
5.1 LOM130. The City and the Association agree that
the Lease shall remain in gull force and effect and shall remain
enforceable in accordance with its terms from and after the date
of execution of this Agreement until and unless the Association
and /or its assignees and /or nominees may acquire fee title to the
Subject Property in accordance with the terms of this Agreement.
The Agreement Concerning Development and the Leases shall
terminate only at the Closing Date hereunder. At the Closing
Date and at any time or times thereafter, the City shall execute
and deliver to the Association or to the Escrow Holder or any
other title insurer who may issue a title insurance commitment or
policy concerning the Subject Property or any part or parts
thereof, a quitclaim deed or other instrument reasonably required
to evidence the termination of the Agreement Concerning
Development and the Lease with respect to the subject property.
The terms of this Paragraph 5.1 shall survive the Closing Date.
5.2 CC &Rs. The City and the Association agree that
the CC &Rs shall remain in full force and effect and shall remain
enforceable in accordance with their terms at all times after the
execution of this Agreement and shall survive the C3ose of
Escrow.
The parties hereto agree and represent that no real
estate brokers, salespersons or finders are involved in this
transaction who would be entitled to a real estate sales commis-
sion or finders$ fee. Each party hereby agrees to indemnify,
defend, protect and hold the other party free and harmless from
any and all liability (including attorneys' fees) which may arise
from payment of real estate commissions or other charges due or
claimed by a broker, agent or finder claiming.under or through
such indemnifying party.
-4- COOR26027
31ot20.apS
1.1
Subject to the provisions of this Article 7, the
Association is hereby granted the right to transfer and assign
all or any part of this Agreement or all or any of the rights
granted the Association hereunder in or to this Agreement and /or
the Subject Property.
7.1 Consent Required. Any assignment of this Agree-
ment shall be preceded by the written consent of the City, except
as provided in Paragraph 7.2, below. Said prior written consent
of the City shall not be unreasonably withheld or delayed, but
the City may consider such factors as the reputation, financial
worth and stability and operating ability of any proposed
assignee. Along with any request for consent, the Association
shall deliver to the City a true and accurate copy of the
assignment instrument together with a statement from the
Association of whether or not the proposed assignee or sublessee
is affiliated with the Association. If the City tails to consent
to or to disapprove any proposed assignment within twenty (20)
business days after written notice from the Association, then the
City shall be deemed unconditionally and irrevocably to have
approved such assignment.
7.2 The Association Controlled Partnership and owners
Association. Anything in this Article 7 notwithstanding, the
Association may assign or transfer this Agreement without seeking
or obtaining the City's approval to general or limited
partnership of which Richard A. Coombs and Borue H. O'Brien are
general partners. The Association must deliver to the City a
copy of any assignment which assignment document must be executed
in recordable form by the assignor and the assignee. The terms
of this Paragraph 7.2 shall also apply to,the transfer of
memberships in the Association or of general or limited partner
interests in any successor partnership otherwise allowable under
this Paragraph 7.2.
.• . •
8.1 Notices. All notices or other communications made
pursuant hereto shall be in writing and shall be deemed properly
delivered, given or served when (i) personally delivered against
receipted copy or (ii) mailed by certified or registered mail,
postage prepaid, in either case (i) or (ii) to the parties at the
following addresses:
The City: City Hall
11 nnglish Street
Petaluma, California 94952
Attention: City Manager
The Associations Petaluma Marina owners Association
c/o Petaluma Marina Business'center
799 Baywcod
Petaluma, California 94952
Attention: Borue H. o,Brien
All notices personally delivered shall be deemed given as of the
date shown on the receipt copy and all notices mailed shall be
deemed received on the date shown on the return receipt, or if no
date is shown, within forty -eight (48) hours of deposit in the
United states mail. Either party may change its address for the
purposes of this Paragraph 8.1 by giving fifteen (15) days prior
written notice of such change to the other party in the manner
provided in this Paragraph 8.1.
8.2 sindin«. This Agreement shall be binding upon and
inure to the benefit of any properly permitted successors in
interest or assigns of the parties hereto. In the event the City
should assign, convey or otherwise transfer all or any portion of
00012 2 6 0 2 7
31ot20.aps
1•'
its interest in the Subject Property to the Petaluma Community
Development Commission, the Agreement shall be binding upon and
inure to the benefit of the Petaluma Community Development
Commission.
8.3 Entire Agreement. This Agreement, the exhibits
hereto, the Lease, the CC &Rs and the exhibits to each of said
documents and any instruments incorporated therein by express
reference contain the entire agreement of the parties hereto with
respect to the matters covered hereby and together supersede all
prior written or oral arrangements and understandings between the
parties in regard to the Subject Property.
8.4 Amendments,. This Agreement may only be amended by
a further written document signed by each of the parties hereto.
8.5 Further Documents. Each party will, whenever and
as often as it shall be requested by the other party, execute,
acknowledge and deliver, or cause to be executed, acknowledged or
delivered, such further instruments and documents, including
escrow instructions, as may be necessary in order to complete the
sale, conveyance and transfer contemplated herein and shall
further do any and all other acts and execute, acknowledge and
deliver any and all documents as may be requested in order to
carry out the intent and purpose of this Agreement.
8.6 Cau tergarts. This Agreement may be executed
simultaneously or in counterparts. In the latter event, each
counterpart shall be deemed an original, but both counterparts
together shall constitute the same agreement.
8.7 Reverability. Should any part, term or provision
of this Agreement or any document required herein to be executed
or delivered at the Closing be declared invalid, void or unen-
forceable, all remaining parts, terms and rovisions hereof shall
remain In gull force and effect and shall in no way be inval-
idated, impaired or affected thereby.
8.8 Survival. The provisions, representations and
warranties hereof shall survive the Close of Escrow and the
delivery of the consideration.
8.9 Exhibits. All the exhibits attached to this
Agreement and all exhibits attached to the exhibits attached to
this Agreement are incorporated herein as though set forth in
full and shall be considered as a material part of the agreement
of the parties hereto.
8.10 Attorneys' Zgq&. In the event either party
hereto engaged the services of any attorney or brings suit to
enforce or interpret this Agreement, or for damages on account of
the breach of any party, the prevailing party shall be entitled
to receive from the other reasonable attorneys• and experts' fees
and costs incurred in addition to such costs as may be awarded by
the court.
8.11 Definitions. For purposes of this Agreement, the
following terms shall have the meaning hereafter set forth: (i)
"Closing ", "Closing Date" or "Close of Escrow's shall mean the
consummation of the purchase and sale transaction evidenced by
the recording of the Deed to the Subject Property described
above; (ii) "date of execution of this Agreement" or "date of
-6- COOR26027
3lot20.aps
062
execution hereof'$ shall mean the date get forth in the preamble
paragraph on the first page of this Agreement.
IN WITNESS WHEREOF, the parties have executed this
Agreement effective the day and year first above written.
THE CITY: CITY OF PETALUMA, a Public Body
Corporate and Politic
By:
Naive:
Its:
Attest:
Approved:
THE ASSOCIATION: PETALUMA MARINA OWNERS ASSOCIATION,
a California corporation
By:
Name:
Tts:
By:
Name:
Its:
By:
Name:
Itst
-7- COOR2 6 02,7
3lot20.aps
063
Exhibit "A" Legal Description of Subject
Property
Exhibit 11821 Title Report for Lot B
Exhibit "c" Deed
-8- COOR26027
31ot2O.aps
064
rkXHIBIT 11811
RECORMUG REQUES'T'ED BX 2
WHEN RECORDED RETURN TO:
Notice of Consent to Use Land
are the
owners of the real property commonly known as
located in the City of
Petaluma, County of Sonoma, State of California, more
particularly described on Exhibit "A" attached hereto and
incorporated herein.
The right of the public or any person to make any use
whatsoever of the above - described land (other than any use
expressly allowed by a written or recorded map, agreement, deed
or dedication) is by permission, and subject the control of the
owner: section 813 Civil Code.
[Attach legal description and notarial acknowledgments]
COOR26027
Gcoor20.exh
065
e
CC S1181 (7)
STATE OF CALIFORNIA
COUNTY OF SONOMA
ACKNOWLEDGEMENT
On this 12th day of September , in the year 19 "90 ,
before me, Paulette Lyon. Deputy City Clark. City of Petaluma, personally appeared
Jobs Scbarer personally known to we to be the person who executed this
instrument as City Manager of the City of Petaluma and acknowledged to me that the
City of Petaluma executed tt .
0" 1 .446
4
Sea' a et a yon, e y City erk
City of Petaluma, alifornia
1.•
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL
TO:
Basin Street Properties .
1383 N. McDowell Blvd.
Suite 150
Petaluma, CA 94954
Attn: Jennifer Tompkins
Attachment 4
THE AREA ABOVE IS RESERVED FOR RECORDER'S USE
SIXTH MODIFICATION OF
DECLARATION OF EASEMENTS, COVENANTS AND RESTRICTIONS, AND
RECIPROCAL EASEMENTS FOR PETALUMA MARINA PROJECT
This Sixth Modification of Declaration of Easements, Covenants and Restrictions, and
Reciprocal Easements for Petaluma Marina Project (the "Sixth Modification ") is made as of this
day of , 2017, by and among the City of Petaluma, a public body corporate and
politic (the "City "), Petaluma Marina Investors LLC, a Delaware limited liability company ( "Hotel
Owner "), Petaluma Marina Office Investors LLC, a California limited liability company ( "Office
Owner "), and Petaluma Marina Owners' Association, a California non - profit mutual benefit
corporation (the "Association ").
THE PARTIES ENTER INTO THIS SIXTH MODIFICATION based upon the
following facts, understandings and intentions:
A. The parties (or their predecessors in interest) have entered into that certain Declaration
of Easements, Covenants and Restrictions, and Reciprocal Easements for Petaluma Marina Project
dated September 14, 1990 and recorded September 14, 1990 in the Official Records of Sonoma
County ( "Official Records ") as Document No. 1990- 0091972 (the "Original Declaration "), as
amended by that certain Agreement Reforming Property Descriptions of Recorded Documents,
dated January 16, 1991 and recorded January 29, 1991 in the Official Records as Document No.
1991 - 0007524, that certain Modification of Declaration of Easements, Covenants and Restrictions
and Reciprocal Easements for Petaluma Marina Project, dated November 11, 1992 and recorded on
April 9, 1993 in the Official Records as Document No. 1993 - 0044988, that certain Second
Modification of Declaration of Easements, Covenants and Restrictions and Reciprocal Easements
for Petaluma Marina Project dated May 1, 2000 and recorded on July 21, 2000 in the Official
Records as Document No. 2000072696 (the "Second Amendment "), that certain Third
Modification of Declaration of Easements, Covenants and Restrictions and Reciprocal Easements
for Petaluma Marina Project dated December 29, 2004 and recorded on , (the "Third
Amendment "), that certain erroneously titled Third Modification of Declaration of Easements,
Covenants Restrictions and Reciprocal Easements for Petaluma Marina Project dated December 14,
2007 and recorded on December 19, 2007 in the Official Records as Document No. 2007133051,
(the "Fourth Amendment "), and that certain erroneously titled Fourth Modification of Declaration
of Easements, Covenants and Restrictions and Reciprocal Easements for Petaluma Marina Project
Gy
dated March 31, 2011 and recorded on July 15, 2011 in the Official Records as Document No.
2011059815 ( "Fifth Amendment ") (as so amended, the "Declaration "). The capitalized terms
used in this Sixth Modification and not otherwise defined herein shall have the same meanings
given to such terms in the Declaration.
B. The Declaration covers certain real properties located in the City of Petaluma, County of
Sonoma, State of California. Said real properties or interests therein are referred to and more
particularly described in the Declaration as the "Marina ", the "Baywood Property" and the
"Commercial Project ". Portions of the Commercial Project constitute portions of Parcel Map 247
filed in the Official Records on February 27, 1990 in Book 454 of Maps, pages 9 and 10. The
Baywood Parcel is more particularly described as Lot 4 of Parcel Map No. 271 filed in the Official
Records on October 28, 1992 in Book 501 of Maps, pages 11, 12 and 13.
C. The parties now desire to amend the Declaration as provided herein.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and promises of
the parties, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
1. Redesiunation of Parkins Areas. The parties acknowledge that the development of the
Commercial Project is now complete, with the exception of (i) a 90 -unit apartment complex (the
"Apartment Project ") to be constructed on the parcel depicted on Exhibit A (the "Apartment
Parcel ") owned by Office Owner, and (ii) the possible future addition of up to ten (10) hotel rooms
in the 184 -room hotel previously constructed on Lot 4 owned by Hotel Owner. The "Parking Area"
as set forth in the Declaration now contains eight hundred and sixty -four (864) parking stalls.
Notwithstanding anything to the contrary in the Declaration, usage of the Parking Area shall be
allocated among the parties as follows:
(a) Dedicated Marina Parking. Twenty (20) parking stalls on Lot 6, as shown
on Exhibit B, shall be reserved exclusively for public parking of vehicles /boat trailers for
patrons of the Petaluma Marina.
(b) Dedicated Apartment Project Parldn . Ninety (90) carport parking stalls,
as shown on Exhibit C, shall be reserved exclusively for residents of the Apartment Project.
Such carport parking stalls may, at the election of the owner of the Apartment Parcel, be
covered with solar panels to be installed by the owner of the Apartment Parcel at its sole
cost and expense.
(c) Shared Parldng. The remaining seven hundred fifty -four (754) parking
stalls (the "Shared Parking Stalls ") shall be unreserved and shared by the parties to this Fifth
Amendment, with each parcel allocated the following minimum number of Shared Parking
Stalls:
Parcel Parkin Stalls
talls
Lot 1: 113
Lot 2: 123
G
Lot 3: 153
Lot 4: 196
Marina: 98
Apartment Parcel: 45
Unallocated: 26
Total: 754
2. Lot 6 Transfer; Lot Line Adjustment. The Association and the City agree that the
City shall transfer fee title to Lot 6 to the Association promptly following the mutual execution and
delivery of this Amendment, as contemplated in Section 6.6 of the Original Declaration. The
Association and the City waive any prohibition in Section 6.1 of the Original Declaration regarding
such transfer of Lot 6 prior to September 13, 2017. In consideration for such waiver, Office Owner
agrees to pay the City the ground lease rent that would have been earned under that certain
Subdivided Ground Lease between the City and the Association's predecessor -in- interest, Marina
Office Park Associates, a California limited partnership, dated September 11, 1990 and recorded in
the Official Records on September 12, 1990 as Instrument No. 1990 - 0090885 from the date that fee
title to Lot 6 is transferred to the Association through September 13, 2017. Following the transfer
of fee title to Lot 6 to the Association and upon the written request of Office Owner, the Association
shall convey fee title to Office Owner, by means of a lot line adjustment, the land depicted with
cross- hatching on Exhibit D consisting of approximately .88 acres.
3. Allocation of Costs. As consideration for the City's and Hotel Owner's consent to this
Sixth Amendment, Section 6. 1.1 and Section 6.1.2 are hereby deleted and replaced with the
following, which increase the share of Maintenance Costs to be borne by Office Owner:
6. 1.1 Lot 5. All Maintenance Costs for Lot 5 shall be borne as follows:
Office Owner: 53.00%
Hotel Owner: 35.54%
City: 11.46%
100%
6.1.2 Lot 6. All Maintenance Costs for Lot 6 shall be borne as follows:
Office Owner: 51.00%
Hotel Owner: 12.96%
City: 36.04%
100%
If Office Owner conveys the Apartment Parcel to a third party, Office Owner shall have the
right to allocate its share of Maintenance Costs as provided in Section 6. 1.1 and 6.2.2 between itself
and such third party, and the parties shall promptly amend the Declaration to reflect such modified
allocation.
1
4. Continuing Obligations. Except as expressly set forth to the contrary in this Sixth
Modification, the Declaration remains unmodified and in full force and effect. To the extent of any
conflict between the terns of this Sixth Modification and the terms of the Declaration, the terms of
this Sixth Modification shall control.
5. Counterparts. This Sixth Modification may be executed in counterparts.
[SIGNATURES TO FOLLOW ON NEXT PAGE]
70
IN WITNESS WHEREOF, the parties hereto have executed this Sixth Modification as of
the day and year first above written.
"OFFICE OWNER"
PETALUMA MARINA OFFICE INVESTORS LLC,
a California limited liability company
By: G & W Ventures, LLC,
a California limited liability company
Managing Member
LIZA
Matthew T. White
Managing Member
"HOTEL OWNER"
PETALUMA MARINA INVESTORS LLC,
a Delaware limited liability company
By: Lok Petaluma Marina Hotel Company, LLC,
a California limited liability company,
its Sole Member
By: Lok Petaluma Marina Development Company, LLC,
a California limited liability company,
its Managing Member
By: Luna Investments, LLC,
a Delaware limited liability company,
its Managing Member
By:
Name: Thomas Birdsall
Its: Manager
71
WContinued from Previous Page///
"CITY"
THE CITY OF PETALUMA,
A public body corporate and politic
By:
Name: John C. Brown
Title: City Manager
ATTEST:
By:
Name: Claire Cooper
Title: City Clerk
APPROVED AS TO FORM:
By:
Name:
Title:
APPROVED:
By:
Name:
Title:
APPROVED:
By:
Name:
Title:
72
///Continued from Previous Page ///
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document
PETALUMA MARINA OWNERS ASSOCIATION,
a California non -profit mutual benefit corporation
Paul Andronico
President
73
STATE OF CALIFORNIA
COUNTY OF SONOMA
On , before me, , a Notary Public,
personally appeared , who proved to me on the
basis of satisfactory evidence 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(Seal)
74
EXHIBIT A
Depiction of Apartment Parcel
[to be attached]
OR
Jam
Depiction of Dedicated Marina Parking
[to be attached]
viol
M
Depiction of Dedicated Apartment Project Parking
� illl
HIGHWAY
77
90 PROPOSED
CARPORT
SPACES
d'al —Q
26
I
-- - --------
PIT
4
77
90 PROPOSED
CARPORT
SPACES
d'al —Q
26
I
Fe.
77
EXHIBIT D
Depiction of Land to be Transferred by Lot Line Adjustment
u, HleHWAY
............. I
-----------
- - --------
--- -- -----
V
lv�tm �
iq
78
O
I r
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78
Attachment 5
CONTRIBUTION AGREEMENT
(Lot 6)
THIS CONTRIBUTION AGREEMENT ( "Agreement ") is made and entered into this
day of , 201_, by and between THE CITY OF PETALUMA, a public body
corporate and politic (the "City ") and the PETALUMA MARINA OWNERS ASSOCIATION, a
California non -profit corporation (the "Association ").
RECITALS
This Agreement is made with reference to the following facts:
A. The City is fee title owner of that certain real property containing approximately 2.39
acres located in the City of Petaluma, County of Sonoma, State of California, designated Lot 6, as
shown on Parcel Map No. 247 filed February 27, 1990 in Book 454 of Maps, Pages 9 and 10,
Sonoma County Records, more particularly described in Exhibit A attached hereto and incorporated
herein (the "Subject Property ").
B. On or about July 16, 1984, the City and the Association's predecessor -in- interest,
Marina Office Park Associates, a California limited partnership ( "MOPA "), entered into that certain
Agreement Concerning Development (herein so called) for the development of a marina on certain
real property adjacent to the Subject Property by the City and the development by MOPA of a
commercial project on the Subject Property and Lots 1, 2, 3, 4 and 5 as shown on Parcel Map No.
247 filed February 27, 1990 in Book 454 of Maps, Pages 9 and 10, Sonoma County Records (the
"Commercial Project "), together with the parcel legally described on Exhibit B (the "Apartment
Parcel "). The Commercial Project and the Apartment Parcel are referred to collectively herein as
the "Remaining Project ".
C. Pursuant to terms of the Agreement Concerning Development, the City and MOPA
entered into that certain Ground Lease (herein so called) dated October 3, 1985 concerning the
Subject Property and the Remaining Project and recorded on that date in the Official Records of
Sonoma County as Document No. 85065899.
D. Pursuant to the Ground Lease, the City and MOPA have entered into that, certain
Subdivided Ground Lease — Lot 6 (the "Lease ") covering the Subject Property dated September 11,
1990 and recorded on September 12, 1990 in the Official Records of Sonoma County as Document
No. 1990 - 0090885, and that certain Declaration of Easements, Covenants and Restrictions and
Reciprocal Easements for the Petaluma Marina Project, covering the Subject Property and the
Remaining Project dated as of dated September 14, 1990 and recorded September 14, 1990 in the
Official Records of Sonoma County as Document No. 1990 - 0091972, as amended by that certain
Agreement Reforming Property Descriptions of Recorded Documents, dated January 16, 1991 and
recorded January 29, 1991 in the Official Records as Document No. 1991- 0007524, that certain
Modification of Declaration of Easements, Covenants and Restrictions and Reciprocal Easements
for Petaluma Marina Project, dated November 11, 1992 and recorded on April 9, 1993 in the
79
Official Records as Document No. 1993 - 0044988, that certain Second Modification of Declaration
of Easements, Covenants and Restrictions and Reciprocal Easements for Petaluma Marina Project
dated May 1, 2000 and recorded on July 21, 2000 in the Official Records as Document No.
2000072696, that certain Third Modification of Declaration of Easements, Covenants and
Restrictions and Reciprocal Easements for Petaluma Marina Project dated December 29, 2004, (the
"Third Amendment "), that certain erroneously titled Third Modification of Declaration of
Easements, Covenants Restrictions and Reciprocal Easements for Petaluma Marina Project dated
December 14, 2007 and recorded on December 19, 2007 in the Official Records as Document No.
2007133051, (the "Fourth Amendment "), that certain erroneously titled Fourth Modification of
Declaration of Easements, Covenants and Restrictions and Reciprocal Easements for Petaluma
Marina Project dated March 31, 2011 and recorded on July 15, 2011 in the Official Records as
Document No. 2011059815, (the "Fifth Amendment "), and that certain Sixth Modification of
Declaration of Easements, Covenants and Restrictions and Reciprocal Easements for Petaluma
Marina Project (the "Sixth Amendment ") dated and recorded on
in the Official Records as Document No. (as so
amended, the "CC &R's ").
E. The Association has succeeded to MOPA's interest in the Lease.
F. The parties hereto acknowledge and agree that the fair market value of the Subject
Property as burdened by the CC &R's and the permitted uses under presently existing land use
restrictions and the terms of this Agreement is minimal.
G. The City is a member of the Association. The City, through the CC &R's and the bylaws
of the Association, has maintained significant control over the operation of the Association and,
after the Association's acquisition of the Subject Property, shall retain significant control over the
management and use of the Subject Property.
H. In order to facilitate the development of the Subject Property in the manner originally
contemplated by the Agreement Concerning Development, Ground Lease and the Lease, and to
facilitate the development of the Apartment Parcel in accordance with previously issued City
approvals, the Association wishes to acquire the Subject Property from the City and the City wishes
to contribute the Subject Property to the Association on the terms and conditions hereinafter set
forth.
AGREEMENT
ACCORDINGLY, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1 - AGREEMENT TO CONTRIBUTE TITLE
The City hereby agrees to convey and the Association hereby agrees to accept the Subject
Property on the terms and conditions set forth below.
M
ARTICLE 2 — TITLE
2.1 Title Report. The Association has received a First Amendment Preliminary Report
(the "Title Report") issued by Old Republic Title Company, 151 Petaluma Blvd S. #125, Petaluma,
California, dated October 28, 2016, as Order No. 0812011746 -JJ, a copy of which is attached hereto
as Exhibit C and incorporated herein. The Association hereby approves those certain title matters
shown as Exceptions Nos. 1 -16, 18 -19, and 21 -35 as shown on the Title Report.
2.2 Condition of Title. Title to the Subject Property shall be conveyed by the City to the
Association at close of Escrow free and clear of all liens, encumbrances, restrictions and rights of
way of record, subject only to the following (the "Permitted Conditions of Title "):
2.2.1 The lien for a pro rata amount of any current real property taxes, a lien but
not yet due and payable;
2.2.2 Those certain restrictions of record shown on the Title Report and approved
by the Association pursuant to the terms of Paragraph 2. 1, above;
2.2.3 The CC &R's; and
2.2.4 Any lien or encumbrance caused by the acts of the Association.
2.3 Policy of Title Insurance. Title to the Subject Property shall be insured by an
owner's CLTA standard form policy of title insurance (the "Title Policy ") issued by Escrow Holder
or such other insurer as the Association may choose prior to Close of Escrow, in any amount
insuring the Association's interest in the Subject Property free and clear of all liens and
encumbrances other than the Permitted Conditions of Title.
ARTICLE 3 - ESCROW AND CLOSIN
3.1 Closing, Timing. The Closing of this transaction (the "Closing ", "Closing Date" or
"Close of Escrow ") shall take place thirty (30) calendar days after the date of execution hereof by
both the City and the Association.
3.2 Escrow Holder. The Closing shall occur at the offices of Old Republic Title
Company, 151 Petaluma Blvd S #125, Petaluma, California (the "Escrow Holder "). Time is of the
essence of this Agreement and, except as specifically provided for herein, the Closing shall not be
adjourned or postponed unless consented to in writing by the City and the Association. The Escrow
Holder shall also cause all policies of title insurance described in Paragraph 2.3, above, to be issued
to the Association at the Closing.
3.3 The Association's Conditions Precedent to Closing. As express conditions precedent
to the Association's obligations hereunder, the following conditions precedent must be satisfied or
waived by the Association on or prior to the Closing Date:
3.3.1 The Association must have approved the condition of title to the Subject
Property in the manner described in Paragraph 2. 1, above.
81
3.3.2 The Escrow Holder must be irrevocably committed to issue, to the
Association, the Title Policy.
3.3.3 No change in the physical condition or permitted use of the Subject Property,
including, without limitation, any change in zoning or land -use restrictions, shall have occurred or
been effected after the date of the Association's execution of this Agreement, or shall be pending or
threatened at the Close of Escrow.
3.3.4 No litigation or condemnation proceeding concerning the Subject Property
shall have occurred, or be pending or threatened, at the Close of Escrow.
The conditions precedent described in this Paragraph 3.3 are for the sole benefit of the
Association and may be waived only by a written instrument signed by the Association.
3.4 Effect of Failure of Condition. In the event any condition set forth in Paragraph 3.3,
above, shall not be satisfied or waived, then this Agreement shall terminate, all documents
deposited into escrow shall be returned to the party who made such deposit, the City shall bear all
costs incurred by the City in entering this Agreement, and the Association shall bear all costs
incurred by the Association in entering into this Agreement.
3.5 The City's Documents at Closing. The City's Documents at closing. The City shall
deposit the following with the Escrow Holder prior to the Closing Date:
3.5.1 Deed. The City shall execute, acknowledge and deliver in recordable form a
quit claim deed or deeds (the "Deed ") in the form attached as Exhibit D to this Agreement
conveying to the Association all right, title and interest in and to the Subject Property.
3.5.2 Other Documents. The City shall also deliver to the Association such escrow
instructions and other documents required by the Escrow Holder to complete the transfer of the
Subject Property to the Association in the manner described in this Agreement.
3.6 The Association's Documents at Closing. The Association shall deliver to the City
through escrow such escrow instructions and other documents required by the Escrow Holder to
complete the transfer of the Subject Property in the manner described in this Agreement.
ARTICLE 4 — ADJUSTMENTS AT CLOSING
4.1 Costs Paid or Incurred by the City. The city shall pay or otherwise incur (i) the fees
and expenses of the City's counsel in connection with this transaction and (ii) all costs and fees to
release any lien or encumbrance on the Subject Property disapproved by the Association in the
manner described in Paragraph 2. 1, above.
4.2 Costs Paid by the Association. The Association shall pay at the Closing (i) the
premium for the Title Policy, (ii) the Escrow Holder's fees; (iii) the cost of all city and county
transfer taxes (unless exempt); (iv) recording fees for the Deed (if any); (v) fees and expenses of the
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Association's counsel; and (vi) all other fees customarily paid for by a purchaser for the purchase of
similar property in Sonoma county.
4.3 Prorations.
4.3.1 Rent. Rent, if any, due the City under the Lease shall be prorated as of
September 13, 2017 (and not the Closing Date).
4.3.2 No Other Prorations. Except as provided in Paragraph 4.3.1, real property
taxes, insurance premiums, utilities and other items of income and expense shall not be prorated as
of the Closing Date.
ARTICLE 5 — LEASE AND CC &R'S
5.1 Lease. The City and the Association agree that the Lease shall remain in full force
and effect and shall remain enforceable in accordance with its terms from and after the date of
execution of this Agreement until and unless the Association and /or its assignees and /or nominees
may acquire fee title to the Subject Property in accordance with the terms of this Agreement. The
the Lease shall terminate only at the Closing Date hereunder. At the Closing Date and at any time or
times thereafter, the City shall execute and deliver to the Association or to the Escrow Holder or
any other title insurer who may issue a title insurance commitment or policy concerning the Subject
Property or any part or parts thereof, a quitclaim deed or other instrument reasonably required to
evidence the termination of the Lease with respect to the Subject Property. The terns of this
Paragraph 5.1 shall survive the Closing Date.
5.2 CC &R's. The City and the Association agree that the CC &Rs shall remain in full
force and effect and shall remain enforceable in accordance with their terms at all times after the
execution of this Agreement and shall survive the Close of Escrow.
ARTICLE 6 — BROKERS AND FINDERS
The parties hereto agree and represent that no real estate brokers, salespersons or finders are
involved in this transaction who would be entitled to a real estate sales commission or finders' fee.
Each party hereby agrees to indemnify, defend, protect and hold the other party free and harmless
from any and all liability (including attorneys' fees) which may arise from payment of real estate
commissions or other charges due or claimed by a broker, agent or finder claiming under or through
such indemnifying party.
ARTICLE 7 — ASSIGNMENT BY THE ASSOCIATION
Subject to the provisions of this Article 7, the Association is hereby granted the right to
transfer and assign all or any part of this Agreement or all or any of the rights granted the
Association hereunder in or to this Agreement and /or the Subject Property.
7.1 Consent Required. Any assignment of this Agreement shall be preceded by the
written consent of the City, except as provided in Paragraph 7.2, below. Said prior written consent
of the City shall not be unreasonably withheld or delayed, but the City may consider such factors as
83
the reputation, financial worth and stability and operating ability of any proposed assignee. Along
with any request for consent, the Association shall deliver to the City a true and accurate copy of the
assignment instrument together with a statement from the Association of whether or not the
proposed assignee or sublessee is affiliated with the Association. If the City fails to consent to or to
disapprove any proposed assignment within twenty (20) business days after written notice from the
Association, then the City shall be deemed unconditionally and irrevocably to have approved such
assignment. The City hereby consents to the lot line adjustment contemplated in Section 2 of the
Sixth Modification.
7.2 The Association - Controlled Partnership and Owners Association. Anything in this
Article 7 notwithstanding, the Association may assign or transfer this Agreement without seeking or
obtaining the City's approval to a general or limited partnership of which Richard A. Coombs and
Borue H. O'Brien are general partners. The Association must deliver to the City a copy of any
assignment which assignment document must be executed in recordable form by the assignor and
the assignee. The terms of this Paragraph 7.2 shall also apply to the transfer of memberships in the
Association or of general or limited partner interests in any successor partnership otherwise
allowable under this Paragraph 7.2.
ARTICLE 8 - GENERAL PROVISIONS
8.1 Notices. All notices or other communications made pursuant hereto shall be in
writing and shall be deemed properly delivered, given or served when (i) personally delivered
against receipted copy or (ii) mailed by certified or registered mail, postage prepaid, in either case
(i) or (ii) to the parties at the following addresses:
The City: City Hall
11 English Street
Petaluma, CA 94952
Attention: City Manager
The Associations: Petaluma Marina Owners Association
c/o Basin Street Properties
1383 N. McDowell Blvd., Suite 150
Petaluma, CA 94954
Attn: Vice President, Property Management
All notices personally delivered shall be deemed given as of the date shown on the receipt copy and
all notices mailed shall be deemed received on the date shown on the return receipt, or if no date is
shown, within forty -eight (48) hours of deposit in the United states mail or the day after deposit
with a national overnight delivery service such as Fed Ex. Either party may change its address for
the purposes of this Paragraph 8.1 by giving fifteen (15) days prior written notice of such change to
the other party in the manner provided in this Paragraph 8.1.
8.2 Binding. This Agreement shall be binding upon and inure to the benefit of any
properly permitted successors in interest or assigns of the parties hereto.
84
8.3 Entire Agreement. This Agreement, the exhibits hereto, the Lease, the CC &Rs and
the exhibits to each of said documents and any instruments incorporated therein by express
reference contain the entire agreement of the parties hereto with respect to the matters covered
hereby and together supersede all prior written or oral arrangements and understandings between
the parties in regard to the Subject Property.
8.4 Amendments. This Agreement may only be amended by a further written document
signed by each of the parties hereto.
8.5 Further Documents. Each party will, whenever and as often as it shall be requested
by the other party, execute, acknowledge and deliver, or cause to be executed, acknowledged or
delivered, such further instruments and documents, including escrow instructions, as may be
necessary in order to complete the sale, conveyance and transfer contemplated herein and shall
further do any and all other acts and execute, acknowledge and deliver any and all documents as
may foe requested in order to carry out the intent and purpose of this Agreement.
8.6 Counterparts. This Agreement may be executed simultaneously or in counterparts.
In the latter event, each counterpart shall be deemed an original, but both counterparts together shall
constitute the same agreement.
8.7 Severability. Should any part, tern or provision of this Agreement or any document
required herein to be executed or delivered at the Closing be declared invalid, void or
unenforceable, all remaining parts, terms and provisions hereof shall remain in full force and effect
and shall in no way be invalidated, impaired or affected thereby.
8.8 Survival. The provisions, representations and warranties hereof shall survive the
Close of Escrow and the delivery of the consideration.
8.9 Exhibits. All the exhibits attached to this Agreement and all exhibits attached to the
exhibits attached to this Agreement are incorporated herein as though set forth in full and shall be
considered as a material part of the agreement of the parties hereto.
8.10 Attorneys' Fees. In the event either party hereto engaged the services of any
attorney or brings suit to enforce or interpret this Agreement, or for damages on account of the
breach of any party, the prevailing party shall be entitled to receive from the other reasonable
attorneys' and experts' fees and costs incurred in addition to such costs as may be awarded by the
court.
8.11 Definitions. For purposes of this Agreement, the following terms shall have the
meaning hereafter set forth: (i) "Closing ", "Closing Date" or "Close of Escrow" shall mean the
consummation of the purchase and sale transaction evidenced by the recording of the Deed to the
Subject Property described above; (ii) "date of execution of this Agreement" or "date of execution
hereof" shall mean the date set forth in the preamble paragraph on the first page of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
85
IN WITNESS WHEREOF, the parties have executed this Agreement effective the day and
year first above written.
THE CITY OF PETALUMA,
a public body corporate and politic
By:
Name: John C. Brown
Title: City Manager
ATTEST:
By:
Name: Claire Cooper
Title: City Clerk
APPROVED AS TO FORM:
By:
Name:
Title:
By:
Name:
Title:
PETALUMA MARINA OWNERS
ASSOCIATION, a California non - profit
corporation
By:
Name: Paul Andronico
Title: President
:.
EXHIBIT A
Legal Description of Subject Property
The land referred to is situated in the County of Sonoma, City of Petaluma, State of California, and
is described as follows:
PARCEL ONE:
Those portions of Lot 6 of "Petaluma Marina" Parcel Map No. 247 recorded in Book 454 of Maps
at Pages 9 and 10 Sonoma County Records and the lands of O'Brien as described in Deed filed
under Document No. 89009167 and shown as Lot 7 of the City of Petaluma Parcel Map No. 271
recorded in Book 501 of Maps at Pages 12 -14 Sonoma County Records and being described as
follows:
Beginning at the most Southerly corner of Lot 6 of said Parcel Map No. 247; thence along the
Southwesterly line of said Lot 6 North 41° 04'00" West 253.78 feet to the Southerly line of Lot 7 of
the Parcel Map No. 271; thence leaving said Southwesterly line of Lot 6 along the line of said Lot 7,
Southerly 60.51 feet along a curve to the left from a tangent that bears South 31° 36' 40" West
through a central angle of 9° 50'40" having a radius of 352.20 feet; thence North 24° 38'55" West
28.00 feet; thence leaving said line of Lot 7 North 48° 46' 00" East 296.76 feet; thence South 71°
04' 00" East 31.23 feet to the Southerly line of said Lot 7; thence Easterly along said line 154.96
feet along a curve to the right from a tangent that bears North 75° 51' 26" East through a central
angle of 25° 12' 34" having a radius of 352.20 feet; thence South 76° 58' 08" East 171.97 feet;
thence leaving said line of lot 7 South 13° 00'47" West 74.74 feet along the Easterly line of lot 6 of
said Parcel Map No. 247; thence South 48° 56'00" West 94.19 feet; thence North 41' 04'00" West
49.40 feet; thence South 48° 56'00" West 329.03 feet to the point of beginning.
Being the lands pursuant to Notice of Lot Line Adjustment recorded April 9, 1993 as Document
1993 - 0044993 of Official Records.
PARCEL TWO:
An easement for street or highway purposes as set forth in the document recorded March 22, 1988
as Document 88022147 and as modified by document recorded July 29, 1988 as Document
88062185 of Official Records.
APN: 005- 060 -072
MA
EXHIBIT B
Legal Description of Apartment Parcel
The land referred to is situated in the County of Sonoma, City of Petaluma, State of California, and
is described as follows:
TRACT ONE:
All that certain real property situated in the City of Petaluma, County of Sonoma, State of
California, described as Lot 2, as shown on Parcel Map No. 271, filed in the Office of the County
Recorder on October 28, 1992, in Book 501 of Maps, Page(s) 12, 13 and 14, Sonoma County
Records.
EXCEPTING THEREFROM all that portion of land contained in the Deed to the City of Petaluma
recorded June 5, 1996 under Document No. 1996- 0049786, Sonoma County Records.
ALSO EXCEPTING THEREFROM mineral rights, etc., as reserved in that certain Deed from
Northwestern Pacific Railroad Company, a California corporation, to N. Gail Allen and Susan
Allen, husband and wife, as joint tenants, dated January 17, 1989, and recorded February 1, 1989,
under Recorder's Document No. 89- 0009165, Sonoma County Records.
TRACT TWO:
Lot 7, as shown upon that certain Map entitled "City of Petaluma, Parcel Map No. 271," filed in the
Office of the County Recorder of Sonoma County, State of California, filed in Book 501 of Maps,
at Page(s) 12 through 14, Sonoma County Records.
EXCEPTING THEREFROM all that portion of land conveyed to the City of Petaluma, a Municipal
Corporation, described in that certain Quitclaim Deed recorded April 9, 1993 under Document No.
1993 - 0044994 Official Records of Sonoma County, California.
TRACT THREE:
Those portions of Lot 6 of Parcel Map No. 247 Recorded in Book 454 of Maps, Pages 9 and 10,
Sonoma County Records, and being described as follows:
Commencing at the most Southerly corner of said Lot 6; thence along the Southwesterly line of said
Lot, North 41' 04' 00" West, 253.78 feet; thence 15.00 feet along a curve to the right from a tangent
that bears North 31° 36'40" East through a central angle of 2 °2 6'25" having a radius of 352.20 feet
to the point of beginning; thence continuing along said curve 180.91 feet through a central angle of
290 25'51 "; thence South 48° 46'00" West, 178.93 feet to the point of beginning.
APN: 005- 060 -089
..
EXHIBIT C
Title Report
[to be attached]
..
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Petaluma Marina Owners Association
c/o Basin Street Properties
1318 N. McDowell Blvd., Suite 150
Petaluma, CA 94954
Attn: Jennifer Tompkins
EXHIBIT D
Form of Deed
THE AREA ABOVE IS RESERVED FOR RECORDER'S USE
QUITCLAIM DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
THE CITY OF PETALUMA, a public body corporate and politic, grants, transfers and assigns to
the PETALUMA MARINA OWNERS ASSOCIATION, a California non -profit corporation, all of
its interest in that certain real property located in the City of Petaluma, County of Sonoma, State of
California, and which is more particularly described in Schedule 1, attached hereto and incorporated
herein by this reference, subject to all matters of record in the Official Records of Sonoma County,
California.
IN WITNESS WHEREOF, this Quitclaim Deed has been executed this day
of , 201
THE CITY OF PETALUMA,
a public body corporate and politic
By:
APPROVED AS TO FORM:
By:
Name:
Name: John Brown
Title: City Manager
ATTEST:
By:
Title:
By:
Name:
Title:
Name: Claire Cooper
Title: City Clerk
.E
SCHEDULEI
The land referred to is situated in the County of Sonoma, City of Petaluma, State of California, and
is described as follows:
PARCEL ONE:
Those portions of Lot 6 of "Petaluma Marina" Parcel Map No. 247 recorded in Book 454 of Maps
at Pages 9 and 10 Sonoma County Records and the lands of O'Brien as described in Deed filed
under Document No. 89009167 and shown as Lot 7 of the City of Petaluma Parcel Map No. 271
recorded in Book 501 of Maps at Pages 12 -14 Sonoma County Records being described as
follows:
Beginning at the most Southerly corner of Lot 6 of said Parcel Map No. 247; thence along the
Southwesterly line of said Lot 6 North 41° 04'00" West 253.78 feet to the Southerly line of Lot 7 of
the Parcel Map No. 271; thence leaving said Southwesterly line of Lot 6 along the line of said Lot 7,
Southerly 60.51 feet along a curve to the left from a tangent that bears South 31° 36' 40" West
through a central angle of 9° 50'40" having a radius of 352.20 feet; thence North 24° 38' 55" West
28.00 feet; thence leaving said line of Lot 7 North 48° 46' 00" East 296.76 feet; thence South 71°
04' 00" East 31.23 feet to the Southerly line of said Lot 7; thence Easterly along said line 154.96
feet along a curve to the right from a tangent that bears North 75° 51' 26" East through a central
angle of 25° 12' 34" having a radius of 352.20 feet; thence South 76° 58' 08" East 171.97 feet;
thence leaving said line of lot 7 South 13° 00'47" West 74.74 feet along the Easterly line of lot 6 of
said Parcel Map No. 247; thence South 48° 56'00" West 94.19 feet; thence North 41° 04' 00" West
49.40 feet; thence South 48° 56'00" West 329.03 feet to the point of beginning.
Being the lands pursuant to Notice of Lot Line Adjustment recorded April 9, 1993 as Document
1993 - 0044993 of Official Records.
PARCEL TWO:
An easement for street or highway purposes as set forth in the document recorded March 22, 1988
as Document 88022147 and as modified by document recorded July 29, 1988 as Document
88062185 of Official Records.
APN: 005- 060 -072
91
Attachment 6
Recording Requested By
City of Petaluma
No fee required, Govt. C §27373
When Recorded Mail To:
City of Petaluma
City Clerk's Office
11 English Street
Petaluma, CA 94952
Amendment Terminating Subdivided Ground Lease
Between
The City of Petaluma
And
Petaluma Marina Owners Association
(Lot 6)
WHEREAS, the City is fee title owner of that certain real property containing
approximately 2.39 acres located in the City of Petaluma, County of Sonoma, State of California,
designated Lot 6, as shown on Parcel Map No. 247 filed February 27, 1990 in Book 454 of
Maps, Pages 9 and 10, Sonoma County Records, (the "Subject Property "); and
WHEREAS, on or about July 16, 1984, the City and the Petaluma Marina Owners
Association's predecessor -in- interest, Marina Office Park Association, a California limited
partnership ( "MOPA "), entered into that certain Agreement Concerning Development for the
development of a marina on certain real property adjacent to the Subject Property by the City and
the development by MOPA of a commercial project on the Subject Property and Lots 1, 2, 3, 4
and 5 as shown on Parcel Map No. 247 filed February 27, 1990 in Book 454 of Maps, Pages 9
and 10, Sonoma County Records (the "Commercial Project "), together with a parcel referred to
as the "Apartment Parcel." The Commercial Project and the Apartment Parcel are referred to
collectively herein as the "Remaining Project;" and
WHEREAS, pursuant to terms of the Agreement Concerning Development, the City and
MOPA entered into that certain Ground Lease dated October 3, 1985 concerning the Subject
Property and the Remaining Project and recorded on that date in the Official Records of Sonoma
County as Document No. 85065899; and
92
A. WHEREAS, pursuant to the Ground Lease, the City and MOPA have entered into
that certain Subdivided Ground Lease — Lot 6 (the "Lease ") covering the Subject Property dated
September 11, 1990 and recorded on September 12, 1990 in the Official Records of Sonoma
County as Document No. 1990 - 0090885, and that certain Declaration of Easements, Covenants
and Restrictions and Reciprocal Easements for the Petaluma Marina Project, covering the
Subject Property and the Remaining Project dated as of dated September 14, 1990 and recorded
September 14, 1990 in the Official Records of Sonoma County as Document No. 1990 - 0091972,
as amended by that certain Agreement Reforming Property Descriptions of Recorded
Documents, dated January 16, 1991 and recorded January 29, 1991 in the Official Records as
Document No. 1991 - 0007524, that certain Modification of Declaration of Easements, Covenants
and Restrictions and Reciprocal Easements for Petaluma Marina Project, dated November 11,
1992 and recorded on April 9, 1993 in the Official Records as Document No. 1993- 0044988, that
certain Second Modification of Declaration of Easements, Covenants and Restrictions and
Reciprocal Easements for Petaluma Marina Project dated May 1, 2000 and recorded on July 21,
2000 in the Official Records as Document No. 2000072696, that certain Third Modification of
Declaration of Easements, Covenants and Restrictions and Reciprocal Easements for Petaluma
Marina Project dated December 29, 2004, that certain erroneously titled Third Modification of
Declaration of Easements, Covenants Restrictions and Reciprocal Easements for Petaluma
Marina Project dated December 14, 2007 and recorded on December 19, 2007 in the Official
Records as Document No. 2007133051, that certain erroneously titled Fourth Modification of
Declaration of Easements, Covenants and Restrictions and Reciprocal Easements for Petaluma
Marina Project dated March 31, 2011 and recorded on July 15, 2011 in the Official Records as
Document No. 2011059815, and that certain Sixth Modification of Declaration of Easements,
Covenants and Restrictions and Reciprocal Easements for Petaluma Marina Project (the "Sixth
Amendment ") dated and recorded on in the Official
Records as Document No. (as so amended, the "CC &R's "); and
WHEREAS, the Petaluma Marina Owners Association ( "Association ") has succeeded to
MOPA's interest in the Lease; and
WHEREAS, parties to the CC &Rs acknowledge and agree that the fair market value of
the Subject Property as burdened by the CC &R's and the permitted uses under presently existing
land use restrictions and the terms of this Agreement is minimal; and
WHEREAS, City is a member of the Association, and the City, through the CC &R's and
the bylaws of the Association, has maintained significant control over the operation of the
Association and, after the Association's acquisition of the Subject Property, shall retain
significant control over the management and use of the Subject Property; and
WHEREAS, in order to facilitate the development of the Subject Property in the manner
originally contemplated by the Agreement Concerning Development, Ground Lease and the
Lease, and to facilitate the development of the Apartment Parcel in accordance with previously
issued City approvals, the Association wishes to acquire the Subject Property from the City and
the City wishes to contribute the Subject Property to the Association on the terms and conditions
set forth in the Sixth Modification (all of which Agreement Concerning Development, Ground
Lease, Lease and CC &Rs are hereby incorporated into this amendment as if set forth in full); and
93
WHEREAS, accomplish transfer of ownership of the Subject Parcel in accordance with
the Sixth Amendment, in addition to the Sixth Amendment, the following documents have been
prepared: a contribution agreement ( "Contribution Agreement ") (which Contribution Agreement
is hereby incorporated into this amendment as if set forth in full), and this amendment;
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is
hereby acknowledged, the City and the Association hereby agree as follows:
1. Termination of Subdivided Ground Lease. In accordance with the applicable
terms of the documents incorporated into this amendment, expressly including the
terms of that certain Subdivided Ground Lease — Lot 6 (the "Lease ") covering the
Subject Property dated September 11, 1990 and recorded on September 12, 1990 in
the Official Records of Sonoma County as Document No. 1990 - 0090885, including,
but not limited to provisions 18.7 and 22.14 of the Lease, the Lease is hereby
terminated effective
IN WITNESS WHEREOF, the parties have executed this Agreement effective this
day of , 2017.
THE CITY OF PETALUMA,
a public body corporate and politic
By:
Name: John C. Brown
Title: City Manager
ATTEST:
By:
Name: Claire Cooper
Title: City Clerk
APPROVED AS TO FORM:
By:
Name:
Title:
By:
Name:
Title:
PETALUMA MARINA OWNERS
ASSOCIATION, a California non - profit
corporation
By:
Name: Paul Andronico
Title: President
.,