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Home My WebLink About; Cabrillo Power LLC |San Diego Gas and Electric Company |Carlsbad Energy Center |Carlsbad Municipal Water District; 2025-0098755; OtherRecording requested by the City of Carlsbad, Califomia pursuant to Government Code Section 27383 and when recorded mail to: Latham & Watkins LLP 12670 High Bluff Drive San Diego, CA 92130 Attention: James Mann, Esq. DOC# 2025-0098755 111111111111 lllll 11111111111111111111111111111111111 IIIII IIIII IIII IIII Apr 16, 2025 04:43 PM OFFICIAL RECORDS JORDAN Z. MARKS, SAN DIEGO COUNTY RECORDER FEES: $55.00 (S82 Atkins: $0.00) PCOR: N/A PAGES: 10 The space above this line reserved for County Recorder's use. Assessor's Parcel Number: 210-010-48, 210-010-49 and 210-010-50 MEMORANDUM OF SETTLEMENT AGREEMENT TERMINATION AGREEMENT THIS MEMORANDUM OF SETTLEMENT AGREEMENT TERMINATION AGREEMENT (this "Memorandum") is made and entered into as of April \lQ__, 2025 (the "Effective Date"), by and between the City of Carlsbad, a charter city located in San Diego County (the "City"), Cabrillo Power I LLC, a Delaware limited liability company ("Cab I"), San Diego Gas & Electric Company, a California corporation ("SDG&E'), Carlsbad Energy Center LLC, a Delaware limited liability company ("CEC'), and Carlsbad Municipal Water District, a public agency organized under the Municipal Water Act of 1911, and a subsidiary district of the City of Carlsbad, California ("CMWD"). The City, Cab I, SDG&E, CEC and CMWD are sometimes referred to in this Agreement collectively as the "Parties" and each individually as a "Party". RECITALS This Memorandum is based on the following recitals: WHEREAS, the Patties are parties to that certain Settlement Agreement (the "Agreement"), dated as of January 14, 2014, pursuant to which the Parties settled certain long- standing disputes between the Parties and which provided for certain other transactions specified therein, which Agreement encumbered the real property located in the City of Carlsbad, County of San Diego, State of California which is described on Exhibit A attached hereto; WHEREAS, concurrently herewith, the Parties have executed that certain Settlement Agreement Termination Agreement (the "Termination Agreement"), dated as of the Effective Date, pursuant to which the Parties agreed to terminate the Agreement, including any restriction on conveying, transferring or granting the real property described on Exhibit A attached hereto and any associated Notice of Restriction on Sale or Conveyance of Real Property; US-DOCS\149621923.2 I ATTACHMENT B WHEREAS, the Parties desire to execute and record this Memorandum to provide evidence and notice of the Termination Agreement and the Parties' rights thereunder. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Pmiies hereby agree and confirm as follows: 1. Capitalized terms used in this Memorandum that are not defined in this Memorandum shall have the meanings given to them in the Termination Agreement. The recitals set forth above are true and accurate and form a material part of this Memorandum. 2. The term of the Termination Agreement commences on the date hereof. Any Notice of Restriction on Sale or Conveyance of Real Property executed or recorded with respect to the real property described on Exhibit A hereto is hereby terminated and of no further force or effect. 3. This Memorandum is not intended to, and shall not, amend or modify the Termination Agreement in any way, but rather, this Memorandum shall only be used for recording purposes and to provide notice to all of the existence of the Termination Agreement and Parties' rights thereunder. The Termination Agreement contains other terms and provisions, and any reviewer of title is hereby put on notice to make inquiry of all terms and provisions of the Termination Agreement. In the event of any conflict or inconsistency between the terms and provisions of the Termination Agreement and the terms and provisions of this Memorandum, the terms and provisions of the Termination Agreement shall govern and control. 4. This Memorandum may be executed and delivered in counterparts, which when taken together will constitute a single agreement. This Memorandum may be recorded in the official records of the City and County of San Diego County, California. [SIGNATURE PAGES TO FOLLOW] US-DOCS\149621923.21 ATTACHMENT B IN WITNESS WHEREOF, the Parties have executed this Memorandum effective as of the date first written above. SDG&E: By: 6 b=;/-~~~~~--- Nai Title: 1e pera mg fficer & Chief Safety Officer ACKNOWLEDGEMENT 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. State of California C -County of :,:>a 0 {)_.,uc'¥° On U,{)Jwt 11)6)){ before me, ,jl,~C ~ Y ;z.., , a notary public, personally appeaf-ed . . ( ere insert name and title ofofficer) J(_e v 1h G-,.e-,"-,,<..Jhh/ , who proved to me on the basis of satisfactory evidence to be the person~ whose nameW_is/,ai;e subscribed to the within instrument and acknowledged to me that~/s,he'/they executed the same inJ!i.s/h,et/tReir authorized capacity~.e1), and that by ,bw/1¢/t~ signatur~ on the instrument the person0, or the entity upon behalf of which the person~ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal. Signatur~h (Seal) [SIGN A TURES CONTINUED ON THE FOLLOWING PAGE] [Signature Page to Memorandum of Termination of Original Settlement Agreement] ATTACHMENT B Cab I: CABRI By: Name: Mar< o rick Title: Vice President of Cabrillo Power I LLC ACKNOWLEDGEMENT 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, accurac , or validit , of that document. State of California I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal. Signaturettfo) ) \~ (Seal) [SIGNATURES CONTINUED ON THE FOLLOWING PAG E] ATTACHMENT B City: CITY OF CARLSBAD By: ~ (,_) ),.___ Name: Geoff Patnoe Title: City Manager APPROVED AS TO FORM: . By: ~IC Uvtctdu-- Name: Cindie K. McMahon Title: City Attorney ACKNOWLEDGEMENT 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. State of California County of Sao b i e'iJo On ~;/ /D,;l)~before me, S~1e.1lo. R ,Cobc-tC\ , a notary public, personally appeared I p (Here insert name and title of officer) Gz,e_pf.f E ·-t-Y)d~ who proved to me on the basis of satisfactory evidence to be the person(-s) whose name{§ i '/are subscribed to the within instrument and acknowledged to me that@'sh04hey executed the same ir@f.he,rlth~r authorized capacity(~-, and that by ~r 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 PENAL TY OF PERJURY under the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal. Signatur<. ~illP:-19(, (~ (Seal) US-DOCS\14962 1923.21 ········~ SHEILA R. COBIAN Notary P.J_blic • Californi,1 z San D1~0 County ~ Commission q 2393059 - y Comm. Expires Feb 6, 2026 ATTACHMENT B CEC: CARLSBAD E:.~y CENTER LLC By ~&A Name: ~ Summa Title: Vice President ACKNOWLEDGEMENT 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. State of California County of San Diego On April 2 appeared before me, _J_o-cacc-n_n-;-a_M_._O_w----cec-cn-:-s---:c-:,::---,---' a notary public, personally (Here insert name and title ofofficer) Daniel Summa 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 PENAL TY OF PERJURY under the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal. [SIGNATURES CONTINUED ON THE FOLLOWING PAGE] ATTACHMENT B CWMD: CARLSBAD MUNICIPAL WATER DISTRICT By: ~p~ Name: Geoff Patnoe Title: Executive Manager APPROVED AS TO FORM: By: ~ /<.., H_~ Name: Cindie K. McMahon Title: General Counsel ACKNOWLEDGEMENT 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. State of California County of San Bfe50 On flf[1J Jo;;~ before me, ----',---,--,"-+---¼_,,_,_---i----u.___;_-,---+--,-_,._.,,_,__'--'-'--''-------1----' a notary public, personally appea ed (.;,eoP£ '=:Rl±-nll ~ , who proved to me on the basis of satisfactory evidence to be the personW whose name(s-)@/are- subscribed to the within instrument and acknowledged to me that@ she,lthey executed the same i islhe.t:L.tb@ir authorized capacity_(i.0s-), and that by (Sfil~r signature(s-) on the instrument the person(s-}, or the entity upon behalf of which the person0-) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing is true and correct. Witness my hand and official seal. Signature ¥ (fl!,,. C~ (Seal) eoeeeeeei SHEILA R. COBIAl'l l'lotary Public • California z San Di~o County !: Commission ~ 2393059 y Comm. Expires Feb 6, 2026 US-DOCS\ 149621923.21 ATTACHMENT B EXHIBIT A TO MEMORANDUM OF SETTLEMENT AGREEMENT TERMINATION AGREEMENT LEGAL DESCRIPTION OF LAND Page 1 of 3 LEGAL DESCRIPTION (APN: 210-010-47-00 AND 48)(OLD); (APN: 210-010-48-00, 49 AND 50)(NEW): THAT PORTION OF LOT "H" OF RANCHO AGUA HEDIONDA, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO PARTITION MAP THEREOF NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, NOVEMBER 16, 1896, DEFINED AS PARCEL 4 IN THAT CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001 AS INSTRUMENT NO. 2001-0789068 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE EASTERLY LINE OF THE 100.00 FOOT WIDE RIGHT-OF-WAY OF THE ATCHISON TOPEKA AND SANTA FE RAILROAD WITH THE NORTHERLY LINE OF CANNON ROAD (60.00 FEET WIDE); THENCE ALONG SAID EASTERLY LINE NORTH 22°30'13" WEST, 1564.78 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID EASTERLY LINE NORTH 22°30'13" WEST, 1990.35 FEET TO THE BEGINNING OF A NON-TANGENT CURVE CONCAVE TO THE NORTHWEST HAVING A RADIUS OF 1005.37 FEET, A RADIAL TO SAID BEGINNING BEARS SOUTH 85°54'14" EAST; THENCE NORTHEASTERLY 36.76.FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 02°05'42"; THENCE NON-TANGENT TO SAID CURVE NORTH 22°30'13" WEST, 302.87 FEET; THENCE LEAVING SAID EASTERLY LINE NORTH 61°25'37" EAST, 14.19 FEET; THENCE NORTH 30°30'37" EAST, 34.90 FEET; THENCE SOUTH 40°47'23" EAST, 63.50 FEET; THENCE SOUTH 69°10'23" EAST, 38.00 FEET; THENCE NORTH 79°19'37" EAST, 285.00 FEET; THENCE NORTH 88°07'37" EAST, 333.14 FEET; THENCE NORTH 81°53'37" EAST, 13.68 FEET TO THE WESTERLY RIGHT-OF-WAY LINE OF CALIFORNIA STATE HIGHWAY XI-SD-2B (1-5); THENCE ALONG SAID RIGHT-OF-WAY LINE SOUTH 17°57'05" EAST, 204.93 FEET; THENCE SOUTH 12°34'11 "EAST, 424. 72 FEET; THENCE SOUTH 22°07'51" EAST, 239.68 FEET; THENCE SOUTH 22°30'37" EAST, 1210.91 FEET; THENCE LEAVING SAID RIGHT-OF-WAY LINE SOUTH 67°37'25" WEST, 492.66 FEET; THENCE SOUTH 62°25'13" WEST, 126.26 FEET TO THE TRUE POINT OF BEGINNING, TOGETHER WITH THAT PORTION OF SAID LOTH DESCRIBED AS FOLLOWS: ATTACHMENT B Page 2 of 3 COMMENCING AT THE NORTHEASTERLY CORNER OF RECORD OF SURVEY NO. 14621, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 14, 1994 AS FILE NO. 1994-500086, SAID CORNER BEING ON THE WESTERLY LINE OF THE RIGHT-OF-WAY OF THE ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LINE AND EASTERLY LINE OF SAID RECORD OF SURVEY 14621 SOUTH 28°40'19" EAST, 656.70 FEET TO THE MOST SOUTHERLY CORNER OF SAID RECORD OF SURVEY NO. 14621; THENCE CONTINUING SOUTH 28°40'19" EAST, 275.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID WESTERLY LINE SOUTH 56°25'30" WEST, 61.30 FEET; THENCE SOUTH 04°59'18" WEST, 27.61 FEET; THENCE SOUTH 39°37'42" EAST, 61.38 FEET; THENCE SOUTH 77°21 '22" EAST, 49.55 FEET; THENCE SOUTH 26°45'23" EAST, 232.92 FEET; THENCE SOUTH 17°52'19" EAST, 115.92 FEET; THENCE SOUTH 02°16'37" EAST, 55.06 FEET; THENCE SOUTH 24°00'58" WEST, 44.47 FEET; THENCE SOUTH 40°45'14" WEST, 126.60 FEET; THENCE SOUTH 29°41'50" WEST, 83.42 FEET; THENCE SOUTH 27°27'35" WEST, 90.04 FEET; THENCE SOUTH 35°18'30" WEST, 212.59 FEET; THENCE SOUTH 19°22'01" EAST, 108.34 FEET; THENCE SOUTH 30°56'56" EAST, 304.06 FEET; THENCE SOUTH 14°30'21" WEST, 175.27 FEET; THENCE SOUTH 00°09'57" EAST, 123.11 FEET; THENCE SOUTH 26°53'37" EAST, 119.99 FEET; THENCE SOUTH 34°46'51" WEST, 23.60 FEET; THENCE NORTH 61°27'21" WEST, 142.77 FEET; THENCE NORTH 22°47'32" WEST, 47.01 FEET; THENCE SOUTH 67°12'28" WEST, 16.03 FEET; THENCE SOUTH 22°47'32" EAST, 22.23 FEET; THENCE SOUTH 58°37'31"WEST, 97.99 FEET; THENCE SOUTH 41°35'28" WEST, 110.44 FEET; THENCE NORTH 74°44'52" WEST, 164.81 FEET; THENCE NORTH 05°57'51" WEST, 202.95 FEET; THENCE NORTH 30°14'20" WEST, 64.23 FEET; THENCE NORTH 64°31'22" WEST, 293.59 FEET TO THE EASTERLY LINE OF THE 100.00 FOOT WIDE CARLSBAD BOULEVARD; THENCE ALONG SAID EASTERLY LINE OF CARLSBAD BOULEVARD SOUTH 24°07'36" EAST, 913.18 FEET TO THE BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 4050.00 FEET; THENCE SOUTHEASTERLY 348.89 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04°56'09"; THENCE SOUTH 19° 11 '27" EAST, 15.63 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 5216.55 FEET; THENCE SOUTHEASTERLY 900.29 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 09°53'18"; THENCE LEAVING SAID EASTERLY LINE OF CARLSBAD BOULEVARD NORTH 60°43'42" EAST,-103.71 FEET; THENCE NORTH 71°53'50" EAST, 49.05 FEET; THENCE NORTH 88°29'46" EAST, 149.63 FEET; THENCE NORTH 77°06'32" EAST, 80.00 FEET; THENCE NORTH 68°28'15" EAST, 121.97 FEET; THENCE NORTH 63°21 '24" EAST, 220.51 FEET; THENCE NORTH 67°56'35" EAST, 167.57 FEET; THENCE NORTH 76°27'03" EAST, 60.33 FEET; THENCE SOUTH 77°37'06" EAST, 172.85 FEET; THENCE SOUTH 60°55'24" EAST, 66.30 FEET; THENCE SOUTH 45°30'57" EAST, 47.42 FEET; THENCE SOUTH 82°40'44" EAST, 84.31 FEET; THENCE SOUTH 44°29'52" EAST, 52.55 FEET TO SAID WESTERLY RIGHT-OF-WAY LINE OF SAID ATTACHMENT B Page 3 of 3 ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LINE NORTH 22°30'13" WEST, 2664.53 FEET; THENCE NORTH 28°40'19" WEST, 835.14 FEET TO THE TRUE POINT OF BEGINNING. STUART PEACE, RCE 27232 HOWESIWEILERILANDY 197.01/M/P&UPCL4.doc ATTACHMENT B