HomeMy WebLinkAbout2025-04-15; Municipal Water District; Resolution 1767Docusign Envelope ID: 29B6AA39-0C83-45AB-B8B3-513D76E1DCDB
RESOLUTION NO. 1767
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE CARLSBAD
MUNICIPAL WATER DISTRICT OF THE CITY OF CARLSBAD, CALIFORNIA,
TERMINATING THE SETTLEMENT AGREEMENT DATED AS OF JAN. 14, 2014,
BETWEEN AND AMONG THE CITY OF CARLSBAD, CARLSBAD MUNICIPAL
WATER DISTRICT, CABRILLO POWER I LLC, CARLSBAD ENERGY CENTER LLC,
AND SAN DIEGO GAS AND ELECTRIC COMPANY AND AUTHORIZING THE
EXECUTIVE MANAGER TO EXECUTE ALL DOCUMENTS AND TAKE ALL
ACTIONS NECESSARY TO TERMINATE THE AGREEMENT
Exhibit 2
WHEREAS, on Jan. 14, 2014, the Board of Directors of Carlsbad Municipal Water District
adopted Resolution No. 1487 approving a settlement agreement, or the Original Settlement
Agreement, between and among the City of Carlsbad, the Carlsbad Municipal Water District (CMWD),
Cabrillo Power I LLC (Cab I), Carlsbad Energy Center LLC, and San Diego Gas & Electric (SDG&E); and
WHEREAS, among its provisions, the Original Settlement Agreement anticipated the relocation
of SDG&E's North Coast Service Center, currently located near the northeast corner of Carlsbad
Boulevard and Cannon Road; and
WHEREAS, despite the parties' good-faith efforts, a suitable relocation site was not found; and
WHEREAS, on Aug. 31, 2023, SDG&E and Cab I proposed an option, referred to as the Seaside
option, for reconfiguring the service center site on the eastern portion of the parcel and conveying
approximately six acres of the western portion of the site, including Cannon Park, to the city; and
WHEREAS, the city, Cab I, and SDG&E have negotiated a new settlement agreement, the Seaside
Transaction Agreement and Settlement Agreement, or New Settlement Agreement, based on the
Seaside option; and
WHEREAS, the New Settlement Agreement includes provisions for various property and
financial transfers between the city, Cab I, and SDG&E as well as provisions from the Original
Settlement Agreement that will remain in effect; and
WHEREAS, the New Settlement Agreement eliminates the need for the Original Settlement
Agreement and provides for the parties to the Original Settlement Agreement to execute an agreement
terminating the Original Settlement Agreement (Attachment A), to record a memorandum of the
termination agreement (Attachment B) with the San Diego County Recorder, and to execute a release
of any claims arising under Original Settlement Agreement (Attachment C).
April 15, 2025 Item #8 Page 297 of 321
Docusign Envelope ID: 29B6AA39-0C83-45AB-B8B3-513D76E1 DCDB
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of Carlsbad Municipal Water
District of the City of Carlsbad, California, as follows:
1. That the above recitations are true and correct.
2. That the proposed action is not a "project" as defined by CEQA Section 21065 and CEQA
Guidelines Section 15378(a) and does not require environmental review under CEQA
Guidelines Section 15060{c)(2) because the action is limited to the execution of a
settlement agreement and ancillary documents. The action has no potential to cause
either a direct physical change in the environment or a reasonably foreseeable indirect
physical change in the environment. Future projects for the development of property
being transferred or dedicated through the settlement agreement will require
environmental review.
3. That the Executive Manager is authorized to execute the termination agreement in
Attachment A and the ancillary documents in Attachments Band C.
4. That the Executive Manager is further authorized to execute all other documents and
take all other actions necessary to terminate the Original Settlement Agreement.
PASSED, APPROVED AND ADOPTED at a Joint Meeting of the Board of Directors of the Carlsbad
Municipal Water District of the City of Carlsbad, California, and the City Council of the City of
Carlsbad, California on the 15th day of April, 2025, by the following vote, to wit:
AYES:
NAYS:
ABSTAIN:
ABSENT:
April 15, 2025
Blackburn, Bhat-Patel, Acosta, Burkholder, Shin.
None.
None.
None.
KEITH BLACKBURN, President
SHERRY FREISINGER, Secretary
{SEAL)
Item #8 Page 298 of 321
SETTLEMENT AGREEMENT TERMINATION AGREEMENT
This Settlement Agreement Termination Agreement (this "Agreement") dated as of April
\~, 2025 ("Effective Date") is by and among the City of Carlsbad, a chmter 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
A. The Parties entered into that ce1tain Settlement Agreement, dated January 14, 2014
( the "Original Settlement Agreement"), pursuant to which the Parties settled certain long-standing
disputes between the Parties and which provided for ce1tain other transactions specified therein,
which Original Settlement 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. Any capitalized term used herein and not otherwise defined herein shall have the meaning
ascribed to it in the Original Settlement Agreement.
B. The City, Cab I and SDG&E are simultaneously herewith entering into that certain
Seaside Transaction Agreement and Settlement Agreement, dated as of the Effective Date.
C. In connection therewith, the Parties have agreed to terminate the Original
Settlement Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are acknowledged, each Party agrees as follows:
1. Termination of Original Settlement. It is the intent of the Parties that the Term
of the Original Settlement Agreement shall expire on the Effective Date in the same manner and
with the same effect as if such date were the date set forth in the Original Settlement Agreement
for the expiration of the Term thereof and the Parties agree that any and all obligations that would
survive the termination of the Original Settlement Agreement pursuant to its terms, including those
set forth in Section 12.19(i) of the Original Settlement Agreement, shall not survive the Effective
Date and shall be terminated. This Agreement shall be deemed to be a written agreement of
termination in accordance with Section 2.1, and the other te1ms and conditions, of the Original
Settlement Agreement. The Parties agree to terminate the Original Settlement Agreement and all
obligations of each of them under the Original Settlement Agreement effective as of the Effective
Date, 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 .
1
US-DOCS\149621923.21
ATTACHMENT A
2. Representations and Warranties of the Parties. Each Party represents and
warrants that: (a) such Party has made no assignment, sublease, transfer, or other disposition of
the Original Settlement Agreement, any interest in the Original Settlement Agreement, or any
demand, obligation, liability, or cause of action arising out of the Original Settlement Agreement;
(b) such Party has the full right, legal power and actual authority to enter into this Agreement and
to terminate the Original Settlement Agreement without the consent of any person, firm or entity;
and ( c) no past, present or future employee of such Party has any claim against any other Party for
any reason.
3. Reserved.
4. Governing Law. This Agreement is governed and construed in accordance with
California law. The Parties agree that the venue for any dispute arising from this Agreement shall
be San Diego County, California.
5. Preparation of Agreement. No inference, assumption, or presumption shall be
drawn from the fact that a Party or its attorney prepared and/or drafted this Agreement. It shall be
conclusively presumed that all Parties participated equally in the preparation and/or drafting of
this Agreement.
6. Voluntary Execution. The Parties acknowledge that their execution hereof is
voluntary, that they have been advised by their respective legal counsel (or had an opportunity to
do so and elected not to) of all of the provisions hereof, and that, in executing this Agreement,
each is not relying on any inducements, promises, and representations made by the other Parties
or his, her or its representatives except as may be expressly set forth herein.
7. General Terms. This Agreement contains the entire agreement between the
Parties regarding the matters covered in this Agreement. This Agreement may not be altered,
amended, modified, or otherwise changed in any respect, except by a writing executed by an
authorized representative of each Party. This Agreement may be executed in counterparts, each
of which shall be deemed an original, and when all taken together, shall constitute one and the
same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or
any electronic signature complying with the U.S. Federal ESIGN Act of 2000, California's
Uniform Electronic Transactions Act (Cal. Civil Code §1633.1 et seq.) or other applicable law) or
other transmission method, and any counterpart so delivered shall be deemed to have been duly
and validly delivered and be valid and effective for all purposes. The section titles in this
Agreement are used for the convenience of the Parties and are not to be taken as part of the
instrument or used to interpret this Agreement. Time is of the essence in this Agreement. The
undersigned, by their signatures, represent and wan-ant that they are authorized agents of their
respective entities and are authorized to execute this Agreement. This Agreement shall bind and
inure to the benefit of the parties and their respective heirs, successors, and assigns.
US-DOCS\ 149621923.2 l
ATTACHMENT A
IN WITNESS WHEREOF, each Patty has executed this Agreement on the date shown
below.
SDG&E:
CMWD:
Cab I:
City:
CEC:
US-DOCS\ 14 962 1923 .21
SAN DIEGO GAS & ELECTRIC COMPANY
By ~oGL Name: KinC~fy ~
Title: Chief Operating Officer & Chief Safety
Officer
CARLSBAD MUNICIPAL WATER DISTRICT
By:
Name: Geoff Patnoe
Title: Executive Manager
APPROVED AS TO FORM:
By:
Name: Cindie K. McMahon
Title: General Counsel
CABRILLO POWER I LLC
By:
Name: Mark Rohrlick
Title: Vice President of Cabrillo Power I LLC
CITY OF CARLSBAD
By:
Name: Geoff Patnoe
Title: City Manager
APPROVED AS TO FORM:
By:
Name: Cindie K. McMahon
Title: City Attorney
CARLSBAD ENERGY CENTER LLC
By:
Name: Daniel Summa
Title: Vice President
ATTACHMENT A
IN WITNESS WHEREOF, each Party has executed this Agreement on the date shown
below.
SDG&E:
CMWD:
Cab I:
City:
CEC:
SAN DIEGO GAS & ELECTRIC COMPANY
By:
Name: Kevin C. Geraghty
Title: Chief Operating Officer & Chief Safety
Officer
CARLSBAD MUNICIPAL WATER DISTRICT
By: ~ () ~--
Name: Geoff Patnoe
Title: Executive Manager
APPROVED AS TO FORM: -
By : ~K. ~
Name: Cindie K. McMahon
Title:
CAB
By:
Name: Mar
Title: Vice President ofCabrillo Power I LLC
CITY OF CARLSBAD
By: ~ Q_, ~--
Name: Geoff Patnoe
Title: City Manager
APPROVED AS TO FORM:
By: u11t:iu .;/:-~
Name: Cindie K. McMahon
Title: City Attorney
CARLSBAD EN~Y CENTER LLC By~ -
Name:~ Summa
Title: Vice President
ATTACHMENT A
EXHIBIT A TO 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 A
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 A
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/MIP&UPCL4.doc
ATTACHMENT A
Recording 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
RELEASE
This Release (this "Release"), dated as of ~\ }\D, 2025, is by and among 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 Release collectively as
the "Parties" and each individually as a "Party".
RECITALS
A. WHEREAS, the Pmiies entered into that certain Settlement Agreement, dated
January 14, 2014 (the "Settlement Agreement"), pursuant to which the Parties settled certain long-
standing disputes between the Parties and to provide for certain other transactions specified
therein, which Original Settlement 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. Any capitalized term used herein and not otherwise defined herein shall have the meaning
ascribed to it in the Settlement Agreement.
B. WHEREAS, concurrently herewith, the Pmiies have executed that certain
Settlement Agreement Termination Agreement (the "Termination Agreement"), pursuant to
which the Pmiies agreed to terminate the Settlement Agreement.
C. WHEREAS, the Pmiies desire, in connection with such Termination Agreement, to
release each of the Parties from any claims under the Settlement Agreement, as set forth herein.
NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt
and adequacy of which are hereby acknowledged, each Party agree as follows:
1. Release.
a. Each Party, for itself and on behalf of each of its Affiliates and its and their
respective equity holders, officers, directors, managers, employees, counsel,
accountants, advisers, consultants and agents (collectively, "Representatives"),
hereby waives, releases and forever discharges each other Party, its Affiliates and
its and their Representatives from any and all losses, liabilities, taxes or damages,
including the costs and expenses (including reasonable fees and out-of-pocket
expenses of counsel, consultants, experts, and other professional fees) associated
therewith, whether known or unknown, which such Pmiy has or may have in the
future , arising out of or in connection with the Settlement Agreement or the
transactions contemplated therein (collectively, the "Settlement Released
Claims"). For avoidance of doubt, each and every guaranty issued in support of
obligations set forth in the Settlement Agreement is hereby terminated, any
guarantor under the Settlement Agreement shall have no further obligations, duties
or liabilities thereunder, and each Pmiy hereby releases, waives and forever
ATTACHMENT C
discharges any such guarantors from all obligations, duties or liabilities of whatever
nature arising under or in connection with the Settlement Agreement. EACH
PARTY, FOR ITSELF AND ON BEHALF OF EACH OF ITS AFFILIATES AND
ITS AND THEIR REPRESENTATIVES, SPECIFICALLY WAIVES THE
PROVISIONS OF ANY LEGAL REQUIREMENT LIMITING THE
GENERALITY OR SCOPE OF THE RELEASES HEREIN, INCLUDING BUT
NOT LIMITED TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH
READS AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS THAT THE CREDITOR OR RELEASING
PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE AND THAT, IF KNOWN BY HIM OR
HER, WOULD HA VE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR OR
RELEASING PARTY."
b. Each Party, for itself and on behalf of each of its Affiliates and its or their
Representatives, acknowledges that it or its attorneys or agents may hereafter
discover claims or facts in addition to, or different from, those which it now
believes to be true with respect to the subject matter of the Settlement Released
Claims, but agrees that (A) it has taken such possibility into account in reaching
this Release, (B) the releases given herein shall be and remain in effect
notwithstanding the discovery or existence of any such additional or different
claims or facts, as to which such Party expressly assumes the risk, and
(C) notwithstanding the discovery or existence of any such additional or different
claims or facts, it is nonetheless such Party's intention, for itself and on behalf of
each of its Affiliates and its and their Representatives, to fully, finally and forever
settle and release all disputes and differences, known or unknown, suspected or
unsuspected, as to the Settlement Released Claims. Each Party, for itself and on
behalf of each of its Affiliates and its and their Representatives, hereby covenants
not to file or commence any legal proceedings against any Party or any of such
Party's Affiliates or its or their respective Representatives in connection with any
matter released hereunder.
c. Each Pmiy, for itself and on behalf of each of its Affiliates and its and their
Representatives, acknowledges that it has carefully reviewed this Section 1 and has
had the opportunity to discuss it with legal counsel and that this Section 1 1s a
material part of this Release.
d. This Release shall survive indefinitely.
2. Representations and Warranties of the Parties. Each Party represents and
warrants that: (a) such Party has the full right, legal power and actual authority to enter into this
Release without the consent of any person, firm or entity; and (b) no past, present or future
employee of such Party has any claim against any other Party for any reason.
ATTACHMENT C
3. Reserved.
4. Governing Law. This Agreement is governed and construed in accordance with
California law. The Parties agree that the venue for any dispute arising from this Release shall be
San Diego County, California.
5. Preparation of Release. No inference, assumption, or presumption shall be drawn
from the fact that a Party or its attorney prepared and/or drafted this Release. It shall be
conclusively presumed that all Parties participated equally in the preparation and/or drafting of
this Release.
6. Voluntary Execution. The Parties acknowledge that their execution hereof is
voluntary, that they have been advised by their respective legal counsel (or had an opportunity to
do so and elected not to) of all of the provisions hereof, and that, in executing this Release, each
is not relying on any inducements, promises, and representations made by the other Parties or his,
her or its representatives except as may be expressly set forth herein.
7. General Terms. This Release contains the entire agreement between the Parties
regarding the matters covered in this Release. This Release may not be altered, amended, modified,
or otherwise changed in any respect, except by a writing executed by an authorized representative
of each Party. This Release may be executed in counterparts, each of which shall be deemed an
original, and when all taken together, shall constitute one and the same instrument. Counterparts
may be delivered via facsimile, electronic mail (including PDF or any electronic signature
complying with the U.S. Federal ESIGN Act of 2000, California's Uniform Electronic
Transactions Act (Cal. Civil Code § 1633.1 et seq. or other applicable law) or other transmission
method, and any counterpart so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes. The section titles in this Release are used for the
convenience of the Parties and are not to be taken as part of the instrument or used to interpret this
Release. Time is of the essence in this Release. The undersigned, by their signatures, represent
and warrant that they are authorized agents of their respective entities and are authorized to execute
this Release. This Release shall bind and inure to the benefit of the Parties and their respective
heirs, successors, and assigns.
[Signatures on Following Page]
ATTACHMENT C
IN WITNESS WHEREOF this Release has been duly executed and delivered by each
Paiiy as of the date first above written.
SDG&E:
CMWD:
Cab I:
City:
CEC:
By:
Nm in C. er y
Title: Chief Operating Officer & Chief Safety
Officer
CARLSBAD MUNICIPAL WATER DISTRICT
By:
Name: Geoff Patnoe
Title: Executive Manager
APPROVED AS TO FORM:
By:
Name: Cindie K. McMahon
Title: General Counsel
CABRILLO POWER I LLC
By:
Name: Mark Rohrlick
Title: Vice President of Cabrillo Power I LLC
CITY OF CARLSBAD
By:
Name: Geoff Patnoe
Title: City Manager
APPROVED AS TO FORM:
By:
Name: Cindie K. McMahon
Title: City Attorney
CARLSBAD ENERGY CENTER LLC
By:
Name: Daniel Summa
Title: Vice President
ATTACHMENT C
IN WITNESS WHEREOF this Release has been duly executed and delivered by each
Party as of the date first above written.
SDG&E:
CMWD:
Cab I:
City:
CEC:
SAN DIEGO GAS & ELECTRIC COMPANY
By:
Name: Kevin C. Geraghty
Title: Chief Operating Officer & Chief Safety
Officer
CARLSBAD MUNICIPAL WATER DISTRICT
By: 9\L,t O ~-
Name: Geoff Patnoe
Title: Executive Manager
APPROVED AS TO FORM:
By: ~IC~
Name: Cindie K. McMahon
Title: General Counsel
By:
Name. a rlick
Title: Vice Pr sident of Cabrillo Power I LLC
CITY OF CARLSBAD
By: ~Q
Name: Geoff Patnoe
Title: City Manager
l -
APPROVED AS TO FORM:
By : ~ IL J-(_~
Name: Cindie K. McMahon
Title: City Attorney
By:
Name:
Title:
ATTACHMENT C