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Home My WebLink About2001-06-26; City Council; 16251; Carlsbad Phase 2 Recycled Water Project3# lb,sw TG. 06/26/01 {PT. PW - O&M CITY OF CARLSBAD - AGENDA BILL TITLE- Approving An Agreement To Purchase 9 Acres Of The South Parcel Adjacent To The EWA Wastewater Treatment Facility For Carlsbad’s Phase 2 - Recycled Water Project CITY MGR. RECOMMENDED ACTION: CITY COUNCIL OF THE CITY OF CARLSBAD: Adopt Resolution No. ml-l? > approving an agreement to purchase a g-acre portion of the EWA 35 acre site for the purpose of constructing Carlsbad’s Phase 2 - Recycled Water Treatment Facility and authorizing the Mayor to sign same. ITEM EXPLANATION: As part of its Phase 2 - Recycled Water Project Carlsbad intends to construct a recycled water treatment facility and certain transmission and distribution pipelines. The site required to construct the recycled water treatment facility is a g-acre portion of the 35acre parcel purchased in 1995 by the member agencies of the Encina Wastewater Authority (EWA). The 35acre site is located immediately south of and adjacent to, the existing EWA Wastewater Treatment Facility. When the 35 acre site was purchased, the member agencies requested that the City of Carlsbad conduct the negotiations, the closing, and to hold the title of the property in trust for the benefit of the member agencies. Also, the purchase agreement for the 35 acre parcel stated that if any member agency desired to use a portion of the site for a recycled water facility, they would have to make a request to EWA and negotiate an agreement approved by the member agencies. Negotiations have resulted in a purchase agreement for the 9 acres, which is attached as Exhibit 1. An overview of the relevant issues within the purchase agreement is as follows: 1. The member agencies will quitclaim all legal and beneficial interest in the entire South Parcel to EWA. The City of Carlsbad acquired title to the South Parcel, in trust for the member agencies. The agreement calls for all member agencies to quitclaim their interests in the 35 acres to EWA. EWA will then sell the g-acre portion to Carlsbad. 2. As a condition of closing, Carlsbad must prepare a “Remainder Parcel Report” addressing the presence of “special environmental conditions” in the remaining 26 acres. The conditions relate to endangered species and associated habitat, vernal pools or other wetlands. Carlsbad has prepared the report and has distributed it to the member agencies. The report states that the remaining portion of the 35 acres does not contain any “special environmental conditions”. As a result, member agencies would not have cause to terminate the agreement based upon the report. 3. The closing must occur by August 9, 2007. The closing date shall be not less than 30, but no more than 40 days after the effective date of the agreement, which must be before July 1, 2001. This provides a comparatively short period in which to close. 4. “As is” transfer. The agreement transfers each member’s interest in the entire 35-acre parcel to EWA on an “as is” basis. , ----. u -I /’ i’ Page 2 of Agenda Bill No. 16, gfl 5. FIow Equalization Facilities. Carlsbad shall have the right to use the Flow Equalization Facilities, and to place a pump and pipeline on EWA property in connection with its Recycled Water Project. The agreement provides that construction and maintenance of Carlsbad’s improvements located on the jointly owned site of the Flow Equalization Facilities will be arranged by EWA, at the expense of Carlsbad. 6. Unrestricted access. The agreement requires that Carlsbad provide EWA unrestricted access to the remainder parcel and the Flow Equalization Facilities. 7. Future agreements. The agreement provides that the parties may negotiate a separate agreement regarding joint operation and management of facilities, and the allocation of costs to construct or modify joint use facilities. 8. Pipeline and appurtenance easements. The agreement provides the approximate locations for Carlsbad’s pipeline easements across EWA property and the EWPCF. These will be replaced with specific, recorded easements approved by the EWA General Manager and the Ad Hoc Committee he appoints. The P&PC was advised that the general manager intends to include representatives from all member agencies to serve on the ad hoc committee, as the need arises. The easements may not interfere with current or future operations of the EWPCF. 9. Restrictions on use, sale or lease. The agreement states that Carlsbad may only use the site as a water recycling facility. Any other use must be approved by unanimous vote of member agencies. The agreement also prohibits Carlsbad from selling all or any portion of the g-acre site without the unanimous consent of the member agencies. Carlsbad may lease the site to a third-party only for the purpose of providing recycled water services. 10. Escrow holder. The agreement designates the law firm of Foley & Lardner (EWA General Counsel) as the escrow holder. . Summary of Transfer Process. The date by which all member agencies have approved and executed the Agreement becomes the Agreement’s “effective date”. That date must occur before July 1, 2001. Signatures will be accompanied by a certification or notarial acknowledgement. l Within 10 days of the effective date, Carlsbad will distribute the Remainder Parcel Report to EWA and all member agencies. If the report discloses any one of the “special conditions”, any party may terminate the Agreement by notifying the escrow holder by the 20th day following the effective date. If there are no objections by the 20th day, the parties will be deemed to have accepted the report. The City of Carlsbad, under separate contract, hired Dudek & Associates; the report has been prepared and copies have been distributed to fhe EWA member agencies. As mentioned above, the report states that the remainder parcel does not contain any special conditions. l The City Manager of Carlsbad and the General Manager of EWA select a closing date that is not less than 30, nor more than 40 days after the effective date, and notify the escrow holder. l The escrow holder will then (1) inform each party of the closing date, (2) inform all parties of the purchase price calculated as of the closing date, (3) provide the quitclaim deeds to be executed by all parties to effect the transfers, (4) provide any other collateral documents required for execution or recordation to effect the transfers, (5) arrange for recordation on the closing date, and (6) arrange for payment of the purchase price to EWA as required by the agreement. Member agencies will be asked if they wish payment in cash or as a credit against their obligations to EWA. l The member agencies are required to deliver the executed quitclaim deeds to, and Carlsbad is required to deposit, the purchase price with the escrow holder at least 24 hours prior to closing .- ,I Q -I, 1: . . -- Page 3 of Agenda Bill No. rw5~ ENVIRONMENTAL REVIEW: The environmental impacts associated with the development of the Water Recycling Facility have already been addressed in a previous environmental assessment. As a result of that assessment, a Negative Declaration was prepared, approved and filed by the Planning Director. No additional environmental review is necessary for this action. FISCAL IMPACT: As stated in the agreement, the escrow holder by will determine the final purchase price by calculating the “opportunity cost” based on Local Agency Investment Fund (LAIF) returns, adjusted monthly through closing. The purchase price of the g-acre portion, calculated as of June 1, 2001, is $1,468,097. It is estimated that the re-calculation at closing will add approximately $6,900 to the above-calculated price, bringing the total purchase price to approximately $1,475,000. This money will be paid out of the Sanitation Replacement Fund. There are sufficient funds available for this purchase. The g-acre parcel will be leased to the Recycled Water Fund and the money paid through the lease will reimburse the Sanitation Replacement Fund. Board action on this item will appropriate the funds necessary to purchase the g-acre parcel from the Sanitation Replacement Fund. A lease agreement with the Carlsbad Municipal Water District will be presented as an agenda item in the near future. EXHIBITS: 1. Agreement Between the Encina Wastewater Authority, the Encina Wastewater Authority Member Agencies, the City of Carlsbad Transferring Title to the Encina Wastewater Authority’s South Parcel and Authorizing the Purchase of a Portion of the South Parcel by the Coty of Carlsbad. 2. City Council of the City of Carlsbad: Resolution No. pool * / 9 & f ” ‘? is ” /’ _. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2o01-1g2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING THE AGREEMENT BETWEEN THE ENCINA WASTE WATER AUTORITY, THE ENCINA WASTE WATER AUTHORITY MEMBER AGENCIES AND THE CITY OF CARLSBAD TRANSFERRING TITLE TO THE ENCINA WASTEWATER AUTHORITY’S SOUTH PARCEL AND AUTHORIZING THE PURCHASE OF A PORTION OF THE SOUTH PARCEL BY THE CITY OF CARLSBAD II WHEREAS, As part of its Phase 2 - Recycled Water Project, Carlsbad intends to construct a recycled water treatment facility and certain transmission and distribution pipelines; and WHEREAS, The site required to construct the recycled water treatment facility is a g-acre portion of the 35-acre parcel purchased in 1995 by the member agencies of the Encina Wastewater Authority (EWA); and WHEREAS, When the 35 acre site was purchased in 1995, the member agencies requested that the City of Carlsbad conduct the negotiations, the closing, and to hold the title of the property in trust for the member agencies; and WHEREAS, Pursuant to the terms of the35 acre parcel purchase agreement if any member agency desires to use a portion of the parcel for a recycled water facility, must make a request to EWA and negotiate an agreement with approved by, the member agencies; and WHEREAS, Negotiations have resulted in a purchase agreement entitled Agreement between the Encina Wastewater Authority, the Encina Wastewater Authority Member Agencies and the City of Carlsbad, transferring title to the Encina Wastewater Authority’s South Parcel and Authorizing the Purchase of a Portion of the South Parcel by the City of Carlsbad, the “Agreement” a copy of which is attached hereto; and WHEREAS, To facilitate the completion of Phase 2, of the City Recycled Water Project , the City Council desires to approve the Agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. ‘AL. -7 1 2 3 4 5 6 2. 3. That the “Agreement” is hereby approved, and that the Mayor is authorized to execute same. The purchase price of the g-acre portion, calculated as of June 1, 2001, is $1,468,097. It is estimated that the recalculation at closing will add approximately $6,900 to the above calculated price, bringing the total purchase price to approximately $1,475,000. 7 8 9 This money will be paid out of the Sanitation Replacement Fund. There are sufficient funds available for this purchase. The g-acre parcel will be leased to the Recycled Water Fund and the moneh paid through the lease will reimburse the Sanitation Replacement Fund. 10 11 PASSED, APPROVED AND ADOPTED at a regular meeting of the City of Carlsbad City 12 Council held on the 26th day of June , 2001 by the following vote, to wit: 13 14 15 AYES: Council Members Lewis, Kulchin, Finnila, Nygaard, and Hall. NOES: None. 16 17 18 19 20 ATTEST: 23 LORfiIdE M. WOOD, City Clerk (SEAL) 24 25 26 27 28 RECORDING REQUESTED BY AND WHEN RECORDED MAIL THIS DEED AND, UNLESS OTHERWISE SHOWN BELOW, MAIL TAX STATEMENT TO: NafW StWSt Address Encina Wastewater Authority c/o Foley & Lardner 402 West Broadway, 23ti Floor City (L stats ZP San Diego, CA 92101 Attn: Gregory V. Moser, Esq. I SPACE ABOVE THIS LINE FOR RECORDER’S USE AGREEMENT BETWEEN THE ENCINA WASTEWATER AUTHORITY, THE ENCINA WASTEWATER AUTHORITY MEMBER AGENCIES AND THE CITY OF CARLSBAD TRANSFERRING TITLE TO THE ENCINA WASTEWATER AUTHORITY’S SOUTH PARCEL AND AUTHORIZING THE PURCHASE OF A PORTION OF THE SOUTH PARCEL BY THE CITY OF CARLSBAD This Agreement is entered into as of 3-9 2001 by and among the CITY OF CARLSBAD, a general law city, hereinafter referred to as “Carlsbad,” THE CITY OF VISTA, a general law city, the LEUCADIA COUNTY WATER DISTRICT, a county water district, the VALLECITOS WATER DISTRICT, a county water district, the CITY OF ENCINITAS, a general law city, and the BUENA SANITATION DISTRICT, a county sanitation district, and the ENCINA WASTEWATER AUTHORITY, a public entity and local government, hereinafter referred to as “EWA”. RECITALS WHEREAS, the CITY OF CARLSBAD, the CITY OF VISTA, the LEUCADIA COUNTY WATER DISTRICT, the VALLECITOS WATER DISTRICT, the CITY OF ENCINITAS, and the BUENA SANITATION DISTRICT, hereinafier referred to collectively as the “Member Agencies”, are signatories to the joint exercise of powers agreement known as the Revised Basic Agreement (“RBA”) for Ownership, Operation and Maintenance of a Joint Sewerage System (“Joint System”); and WHEREAS, Section 10.1 of the RBA grants each Member Agency, at its own expense, the right to reclaim wastewater in the Joint System which emanates within its jurisdiction; and Exhibit 1 017.167950.2 9 WHEREAS, the Member Agencies entered into an Agreement, dated June 28, 1995, Authorizing the EWA to Acquire Land on Behalf of the Member Agencies (the “1995 Agreement”); and WHEREAS, the 1995 Agreement authorized EWA, a public entity and local government created pursuant to Section 6503.5 of the Government Code, to purchase an approximately thirty-seven (37) acre parcel of land located within the territorial jurisdiction of EWA and adjacent to the Encina Water Pollution Control Facility’s (EWPCF) southerly boundary (the “South Parcel”); and WHEREAS, for purposes of convenience, legal title to the South Parcel was placed in the name of Carlsbad, in trust for the benefit of the Member Agencies, pursuant to the 1995 Agreement; and WHEREAS, the South Parcel, since it was acquired in 1995, has been exempt from property taxes under Section 11 of Article XIII of the California Constitution and will remain exempt from property taxes under the same provisions of the Constitution upon completion of the transfers contemplated by this Agreement; WHEREAS, to facilitate the following transactions and to clarify the intent of the parties regarding ownership interests in the South Parcel, each Member Agency, in accordance with the terms of this Agreement, intends to quit claim its equitable interest and legal title in the South Parcel to EWA; WHEREAS, pursuant to the terms of the 1995 Agreement, following the transfer of title to the South Parcel to EWA, Carlsbad intends to purchase from EWA a portion of the South Parcel (the “Recycled Water Project Site”) as described legally in Exhibit B and depicted on a map attached hereto as Exhibit A, which site shall not exceed nine acres; and WHEREAS, Carlsbad intends to construct and operate on the Recycled Water Project Site a recycled water treatment project (the “Recycled Water Project”) which is consistent with a mitigated negative declaration prepared and adopted by Carlsbad; and. WHEREAS, the Recycled Water Project will utilize certain flow equalization facilities located on the South Parcel (“Flow Equalization Facilities”) in accordance with the terms of this Agreement, which Flow Equalization Facilities were analyzed as part of the mitigated negative declaration adopted by Carlsbad, as lead agency, for the Recycled Water Project; and WHEREAS, the Flow Equalization Facilities will be located on the portion of the South Parcel which is not sold to Carlsbad, as legally described in Exhibit D and depicted in the map contained in Exhibit C (the “Remainder Parcel”); and WHEREAS, the parties, to the extent provided in this Agreement, desire to cooperate in the development of the Recycled Water Project and the Flow Equalization Facilities on the South Parcel, including permitting the placement of elements of these facilities on the existing site of the EWPCF; and -2- 017.167950.2 5 NOW, THEREFORE, in consideration of the mutual promises, obligations and covenants set forth herein, Carlsbad, EWA and the Member Agencies agree as follows: ARTICLE I: EFFECTIVE DATE OF AGREEMENT A. Effective Date. The Effective Date of the Agreement shall be the first day on which all parties to the Agreement-have approved and executed the Agreement, provided that the date is before July 1, 2001. If one or more parties fail to approve or execute the Agreement by July 1,200 1, the Agreement shall become void unless Foley & Lardner (Escrow”), in advance of July 1, 2001, receives actual written approval from each party to this Agreement authorizing an extension of the July 1,200l deadline to a mutually acceptable later date. B. Notifications. Upon approving and executing the Agreement, each party shall promptly provide a copy of the executed Agreement (by facsimile and mail) and notify by telephone the Escrow at the address and telephone number below: Foley & Lardner 402 West Broadway, 23ti Floor San Diego, CA 92101-3542 (619) 234-6655 Fax: (619) 234-3510 Attn: Greg Moser If the deadline set in paragraph A passes without the execution of the Agreement by all parties, the Escrow shall notify the parties to the Agreement that the Agreement is void. If all parties execute the Agreement before the deadline passes, then the Escrow shall notify the parties to this Agreement of the Effective Date. All notifications under this Agreement shall be sent to the parties by facsimile and mail at the addresses and phone numbers set forth in Exhibit E. Any change of address or phone number for a party to this contract or for Escrow shall be effected by providing notice as required by this paragraph. ARTICLE II. TRANSFER OF THE SOUTH PARCEL A. Existing Trust Arrangements Over South Parcel. The parties to this Agreement acknowledge that the legal title to the South Parcel is held by Carlsbad as the legal titleholder in trust for the benefit of the Member Agencies. The parties further acknowledge that this arrangement is intended to operate in the same manner as though the property were legally and beneficially owned by EWA. All parties agree that it would be more appropriate for EWA to hold both legal and beneficial title to this land because this arrangement: (1) would accurately reflect the intent of the Member Agencies regarding ownership of the land; (2) would be consistent with the operational responsibilities that EWA already has over this land; and (3) would minimize any confusion that could result from alternative arrangements. B. Agreement to Transfer. Each Member Agency, by quitclaim deed agrees to transfer and relinquish all legal title to and beneficial interest in the South Parcel to EWA, in accordance with the terms and conditions of this Agreement. The parties hereby agree that the -3- 017.167950.2 mutual covenants and agreements contained in this Agreement are adequate consideration for such transfer, to the extent that any consideration is required. ARTICLE III TRANSFER OF THE RECYCLED WATER PROJECT SITE A. Agreement to Transfer. EWA by quitclaim deed agrees to transfer and relinquish its-interest in the Recycled Water Project Site to Carlsbad upon transfer of the South Parcel to EWA and payment of the “Purchase Price” (as defined below), in accordance with the terms and conditions of this Agreement. B. Purchase Price. The Purchase Price of the Recycled Water Project Site shall be the amount determined in accordance with the methodology and illustrative example presented in Exhibit F. The resulting Purchase Price shall be: (1) the original cost of the South Parcel to the Member Agencies, prorated based upon the acreage of the Recycled Water Project Site to the acreage of the South Parcel; and (2) increased by a percentage equal to the cumulative and compounded monthly investment returns earned by deposits with the Local Agency Investment Fund (“LAIF”) from the date of acquisition of the South Parcel until the Closing Date, as provided in section D of Article IV. As of April 1,200l the Purchase Price payable by Carlsbad to EWA (for distribution to the Member Agencies), would be $1,521,184. Thereafter, the Purchase Price shall be adjusted on a monthly basis, using the most recent average monthly LAIF returns available to the Escrow as of the date the Escrow calculates the Purchase Price in accordance with section E of Article IV. C. Pavrnent of Purchase Price. Carlsbad agrees to pay the Purchase Price to EWA for distribution to the Member Agencies. Such Purchase Price shall be paid to an account designated by the Escrow at least twenty-four (24) hours in advance of Closing. As of the Closing, Escrow shall distribute the Purchase Price to EWA. D. Division of Selling Price. Each Member Agency shall receive a percentage of the Purchase Price equal to the percentage contributed by each Member Agency toward the purchase of the South Parcel in relation to the aggregate contribution made by all the Member Agencies toward the purchase of the South Parcel. Such percentages for the Member Agencies total to one hundred percent (lOO%), and are presented next to the name of each Member Agency in Exhibit G. As of the Closing, the respective shares of the Purchase Price shall be distributed by EWA or its agent to each Member Agency. Alternatively, with the written consent of any Member Agency entitled to a share of the Purchase Price, EWA may process credits and debits against the obligations owed by the Member Agency to EWA. Iv. EFFECTIVE DATE, CONDITIONS TO CLOSING, AND CLOSING A. Closing. The closing (“Closing”) for this Agreement shall occur when payment of the Purchase Price is distributed as provided in Article I and the transfers of the South Parcel and Recycled Water Project Site have occurred through recorded quit claim deeds, as provided in Articles II and III. Under no circumstances shall Closing occur until the conditions to closing set forth in Paragraph C are satisfied. -4- 017.167950.2 7 B. Conditions to Closing; Generally. As a condition to Closing, all parties to this Agreement must have accepted the Remainder Parcel Report (as defined below) by the close of business on the 20* day following Effective Date without objection. C. Conditions to Closing; Preparation and Distribution of the Remainder Parcel Within 10 days of the Effective Date, Carlsbad shall cause each party to receive a copy Renort. of the Remainder Parcel Report. The Remainder Parcel Report shall be a report of a qualified and independent expert, prepared at the sole expense of Carlsbad, which shall assess whether the Remainder Parcel is home to any endangered species, is a habitat for endangered species, contains vernal pools, or contains wetlands (collectively, “Special Environmental Conditions”). If the Remainder Parcel Report discloses the existence or possible existence on the Remainder Parcel of one or more Special Environmental Conditions, any party to this A absolute discretion, notify the Escrow by the close of business on the 20 ti? eement may, in its day following the Effective Date that the Agreement is terminated. If such notice is not provided by the close of business on 20th day following the Effective Date, the parties to this Agreement will be deemed to have accepted the Remainder Parcel Report without objection. D. Closing Date. The closing date (“Closing Date”) shall be a date mutually selected by the City Manager of Carlsbad and the General Manger of EWA that is not less than 30 days and not more than 40 days after the Effective Date of this Agreement. However, under no circumstances shall a Closing Date be scheduled if the conditions to closing required by Paragraph C have not been fully satisfied. Promptly after the conditions to closing have been satisfied, Carlsbad and EWA shall notify Escrow of the Closing Date. E. Closing Procedures. Once the Escrow is informed of a Closing Date as provided in paragraph D, the Escrow shall take the following steps: l inform each party to this Agreement by facsimile and mail of the scheduled Closing Date; l inform all parties to this Agreement of the Purchase Price to be paid by Carlsbad as of the Closing Date and the share of that Purchase Price which will be paid to each Member Agency; l provide all quit claim deeds which must be executed by Carlsbad, the Member Agencies, and EWA to effect the transfers described in Articles II and III hereof; l provide all other collateral documents which must be executed or recorded to effect the transactions contemplated by Articles II and III; l arrange for the recordation with the San Diego County Recorder on the Closing Date of this Agreement (including exhibits) and all other documents necessary to accomplish the transactions described herein, including all quit claim deeds; and -5- 017.167950.2 l arrange for the payment of the Purchase Price to EWA as required by this Agreement. The parties hereto agree to make any deposits of the Purchase Price and deliver the quit claim deeds required by this Agreement to the Escrow a minimum of 24 hours before any scheduled Closing. F. Closing Costs and Fees. Except as otherwise provided herein, all closing costs, legal fees, recordation fees and other expenses necessary to effect the closing shall be paid by EWA in accordance with the existing contract between EWA and Escrow. Such fees and expenses shall not be deducted by Escrow from the Purchase Price. G. Transfers of Pronertv to Occur on an “As is” Basis. The parties agree that the South Parcel and the-Recycled Water Project Site shall be transferred hereunder on an “as is” basis, without any warranties or representations of any sort, given the parity of knowledge and availability of information about the South Parcel to all parties. Neither Carlsbad nor EWA, as transferors, shall have any obligation to secure a title policy for any property to be transferred. However, either Carlsbad or EWA may, at its own cost, secure such insurance. H. Easements. The parties agree that recordation of the easements described in paragraph A of article V shall not be a condition of closing. V. ACCOMMODATION OF RECLAMATION PROJECT A. Right to Use Facilities and Land. Upon Closing, Carlsbad shall have the right to use the Flow Equalization Facilities on the jointly owned portion of the South Parcel in connection with the Recycled Water Project, including the right to place, in those approximate-locations depicted in Exhibit H, a pump and other appurtenances serving the Reclamation Project on the portion of the South Parcel occupied by the Flow Equalization Facilities. Upon Closing, Carlsbad, in the approximate locations depicted in Exhibit H, shall also have the right to place pipelines and other appurtenances to serve the Recycled Water Project across the existing site of the EWPCF, and across the jointly-owned portion of the South Parcel outside of the Recycled Water Project Site and the site of the Flow Equalization Facilities. The locations of the easements may be varied from their indicated locations if: (1) the varied location will not interfere with the current or future operations of the EWPCF or the Flow Equalization Facilities; and (2) the varied locations are reviewed by the Member Agencies’ managers or their representatives and approved by EWA’s General Manager. These rights are subject to the conditions of this Article. Carlsbad shall prepare final legal descriptions and easement documents for recordation by EWA, following the approval process described in this Paragraph A. EWA agrees to execute any documents necessary to allow recordation of such easements. B. Payment of Associated Costs. Carlsbad shall pay all costs associated with any changes in design, construction, relocation, or other related activities, necessitated by Carlsbad’s planned or actual use of the Flow Equalization Facilities, including those incurred for placement of a pump station on the site of the Flow Equalization Facilities on the South Parcel, as well as for Carlsbad’s placement of pipelines or other appurtenances across the EW’PCF site or across -6- 01 7.167950.2 the balance of the South Parcel whether or not closing occurs. (See Exhibit H for approximate locations of easements.) C. No Interference with EWA Proiects. Nothing in this Agreement shall require EWA or the Member Agencies to permit Carlsbad to make any use of the Flow Equalization Facilities, the jointly-owned portion of the South Parcel on which such facilities are located, or the EWPCF site, or the balance of the South Parcel, which may interfere with or delay EWA’s construction, operation or use of the Flow Equalization Facilities, use of the EWPCF, or use of the balance of the South Parcel. Nothing in this Agreement shall require Carlsbad to permit EWA or the Member Agencies to make any use of the Phase 2 - Recycled Water Project, which may interfere with or delay Carlsbad’s construction, operation or use of the Phase 2 - Recycled Water Project. D. No Interference with Permit Comnliance. Carlsbad’s right to use the Flow Equalization Facilities and place facilities under these articles shall be subordinate to EWA’s right to operate and improve the Joint System, including the Flow Equalization Facilities, so as to comply with the terms and conditions of applicable NPDES waste discharge permits, and expansion of the system as determined to be reasonable by EWA. E. No Additional Charge for Use. Other than charges paid by Member Agencies in general, Carlsbad shall not be assessed additional charges for the right to use the Flow Equalization Facilities or the jointly owned portion of the South Parcel on which they are located or the balance of the South Parcel, or the EWPCF site, in connection with the operation of the Recycled Water Project. These rights are limited to the right to place a pump station, pipelines and appurtenances on such properties to serve the Recycled Water Project in locations approximately depicted in Exhibit H, but shall not include the right to any additional facilities, easements, or appurtenances without the unanimous consent of the Member Agencies. F. Activities on EWA-Operated Sites. Unless otherwise agreed between EWA and Carlsbad, EWA, at the expense of Carlsbad, shall arrange for, or consent to, any construction or maintenance of any improvements owned by Carlsbad that are located on the jointly owned site of the Flow Equalization Facilities, the EWPCF site, or the Remainder Parcel. G. Permitting Responsibilitv. Carlsbad shall have exclusive responsibility for obtaining any and all permits and governmental approvals of any kind required for the construction and operation of the Recycled Water Project. H. Carlsbad shall, at its sole expense and effort, comply with all provisions CEQA. of the California Environment Quality Act (CEQA) that are, or may be required for the construction or operation of the Recycled Water Project. Any mitigation measures required by CEQA for the construction or operation of EWA’s Flow Equalization Facilities shall be completed at EWA’s sole expense and effort, except Carlsbad shall pay for any mitigation measures that are needed due to the use of the Flow Equalization Facilities by Carlsbad’s Recycled Water Project. I. Permits and Approvals. Carlsbad shall, at its sole expense and effort, obtain and comply with all approvals, including obtaining land use entitlements, required for the -7- 017.167950.2 construction or operation of the Recycled Water Project. Carlsbad shall also, at its sole expense and effort, secure the City permits and approvals necessary for the Flow Equalization Basin Project. J. Facilitv Frontage. Carlsbad shall, at its sole expense and effort, complete all road, sidewalk and associated street improvements along the portion of the Recycled Water Project Site that is adjacent to Avenida Encinas in accordance with standard specifications for the applicable zone. K. Use of Other Portions of South Parcel. Except as expressly provided herein, nothing in this Agreement shall limit EWA’s right to use the Remainder Parcel in accordance with its rights under applicable laws and regulations. L. Preservation of Access to the Remainder Parcel and the Flow Eoualization Facilities. The parties recognize that the conveyance of the Water Recycling Project Site to Carlsbad could potentially restrict the access of EWA to the Flow Equalization Facilities. To eliminate this potential restriction, Carlsbad shall grant EWA free and unrestricted access to and from the Flow Equalization Facilities site along Carlsbad’s Recycled Water Project’s access roadway to be constructed between Avenida Encinas and the jointly-owned portion of the South Parcel on which the Flow Equalization Facilities are located, subject to any mutually agreed upon security measures. M. Review bv Member Agencies’ Managers. The General Manager of EWA shall, following execution of this Agreement, request and seek input from the Member Agencies’ Managers or their representatives regarding the location and design of the Flow Equalization Project and Recycled Water Project. The managers shall be asked by the General Manager to make recommendations to the General Manager and to the City of Carlsbad regarding closing, construction sequencing, operational responsibilities and other issues that may arise during the implementation of the projects referenced under this Agreement, including the proper allocation of costs between Carlsbad and EWA. N. Additional Agreements. The parties hereto may, if they choose, negotiate an agreement regarding the joint operation of facilities, the management of facilities, and the allocation of costs among the development of joint use facilities or the modification of facilities described in this Agreement. VI. LIABILITY A. Indemnification bv Carlsbad. Except for EWA and the remaining Member Agencies, their officers’, directors, agents’, or employees’ negligent or willful misconduct, Carlsbad shall indemnify, defend and hold EWA and the other Member Agencies, their officers, directors, agents and employees, harmless from any and all claims, demands, liens, actions, liabilities, costs, and expenses, including attorneys’ fees, based upon or arising out of or claimed to have arisen out of any act or omission by Carlsbad, its officers, directors, agents or employees related to this Agreement, including for anything arising out of the provision of reclaimed water produced by its reclaimed water facilities. -8- 017.167950.2 B. Indemnification bv EWA & Member Agencies. Except for Carlsbad, its officers’, directors, agents’, or employees’ negligent or willful misconduct, EWA and the Member Agencies shall indemnify, defend and hold Carlsbad and its officers, directors, agents and employees, harmless from any and all claims, demands, liens, actions, liabilities, costs, and expenses, including attorneys’ fees, based upon or arising out of or claimed to have arisen out of any act or omission by EWA, the Member Agencies, their officers, directors, agents or employees related to this Agreement. VII. INSURANCE A. Insurance Maintained bv Carlsbad. Carlsbad agrees to maintain liability coverage in connection with, or related to, the work to be performed by Carlsbad under this Agreement. Such coverage shall include general liability and workers’ compensation insurance. In addition, Carlsbad shall obtain such property insurance, including boiler and machinery, and flood insurance, as Carlsbad may deem necessary to safeguard the Recycled Water Project. EWA and all Member Agencies shall be named as additional insureds on the general liability coverage obtained by Carlsbad. The aforesaid coverage shall in no manner limit the indemnity provisions of Article VI hereof. B. Insurance Maintained bv EWA. Upon approval of this Agreement, EWA shall maintain liability coverage in connection with, or related to, the work to be performed by EWA under this Agreement. This insurance shall include general liability and workers’ compensation insurance. Carlsbad shall be named as an additional insured on the general liability coverage obtained by EWA. The aforesaid coverage shall in no manner limit the indemnity provisions of Article VI hereof. VIH. DISCLAIMERS AND FURTHER ASSURANCES A. Cauacitv and User Fees. EWA shall not be involved in setting or collecting any capacity or user fees for the Recycled Water Project. B. Defects or Errors. EWA shall not be responsible for any defects or errors in the design or construction of the Recycled Water Project. C. Further Assurances. No party to this Agreement shall take any action, which would limit the ability of the EWPCF, or the Recycled Water Project to operate and/or expand. Nothing in this section shall permit the EWPCF or the Recycled Water Project to be operated in violation of this Agreement, other agreements that may be negotiated in the future, or as a public nuisance. IX. RESTRICTIONS ON USE, SALE OR LEASE OF THE RECYCLED WATER PROJECT SITE -9- 017.167950.2 A. Obligations After Closing. Except as expressly stated otherwise, the obligations of the parties shall survive Closing. B. Restrictions on Use. Carlsbad may only use the Recycled Water Project Site as a water recycling facility. No other use of the site shall occur without the unanimous consent of the Member Agencies, provided further that such use occurs in a manner that is fully compatible with the operation of the EWPCF. C. Prohibition on Sale or Lease of the Recycled Water Project Site. No sale or lease of any portion of the Recycled Water Project Site shall be permitted without the unanimous consent of the Member Agencies. This prohibition will assure that the Member Agencies, if they desire, can: (1) repurchase or otherwise lease land that was sold to Carlsbad on the assumption that it would be used for utility purposes; and (2) prevent a use from occupying land nearby the EWPCF which might be incompatible with the operation of the EWPCF. Notwithstanding the foregoing, this subsection shall not prohibit Carlsbad from leasing the Recycled Water Project Site as part of a bona fide financing transaction, or leasing the land to a third party on the condition that the land and improvements be used only for the purpose of providing recycled water services only. X. DISPUTE RESOLUTION A. Intent. EWA, the Member Agencies and Carlsbad agree that the maintenance of a cooperative and mutually beneficial relationship between them is an important aspect of this Agreement and therefore the means of resolution for any disputes, claims, or controversies that may arise during the course of this Agreement may be the same as those procedures so described in Section 18 of the RBA. B. Other Available Remedies. Nothing in this procedure shall prohibit the parties seeking remedies available to them at law. C. Performance of Duties. During the course of any proceeding to resolve a dispute, the parties shall continue to perform any duties or obligations existing under the Agreement. XI. SEVERABILITY If any one or more of the terms, provisions, promises, covenants or conditions hereof shall be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions hereof shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. XII. MODIFICATIONS This Agreement, together with the RBA, which is incorporated herein by reference, embodies the entire agreement and understanding between the parties relating to the subject matter hereof. Neither this Agreement, nor any provision hereof may be amended, modified, waived or discharged except by an instrument in writing executed by the party against which enforcement of such amendment, waiver or discharge is sought. -lO- ’ 017.167950.2 XIII. SUCCESSION; ASSIGNMENT The provisions hereof shall be binding upon and shall inure to the benefit of the successors of the parties. This Agreement may not be assigned by any party without the written consent of the other parties. XIV. GOVERNING LAW This Agreement is to be governed by and construed in accordance with the laws of the State of California. The parties agree and hereby stipulate that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is San Diego County, California. xv COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed an original. XVI INCORPORATION BY REFERENCE The following documents are incorporated herein by this reference as though set forth herein in full: l Exhibit A, Recycled Water Project Site -; Map l Exhibit B, Recycled Water Project Site --; Legal Description l Exhibit C, Remainder Parcel -; Map l Exhibit D, Remainder Parcel - Legal Description; l Exhibit E, Address List l Exhibit F, Purchase Price Methodology; l Exhibit G, Purchase Price Distribution Percentages l Exhibit H, Map of Easement Locations l Exhibit I, Legal Description of Easement IN WITNESS WHEREOF, each party hereto has, pursuant to due authorization by their respective governing bodies, caused this Agreement to be executed and effective the day and year first above written. -ll- 017.167950.2 Dated: By: Dated: By: Dated: Dated: Dated: Dated: Dated: For the City of Vista By: For the Leucadia county Water District By: For the Vallecitos Water District By: For the Buena Sanitation District By: For the City of Encinitas By: For the Encina Wastewater Authority WPROVEDASTOFORM: &lIYJfzlTJ-Io 0.WYCWA-Y -12- 017.167950.2 - - - - N61~8~579.28-- .!!Q g fRopOSE~ PAiKE B CROSS 39q38.17 sg AT 9UUACRES /YET P 37473'6.95 se rciT 8.6U3 ACRES N 6132'08 E 670.15 0 GRMK'OSCALE 200 300 I 1 4 SCALE 1" = 100 FEET EXHIBIT ‘A’ APPLIGW~ QTY W CARlsBAD I635 FARADAYAKWf CARlsBAD, CA 92008 APPROKD Bt? BCIUNDARY ALWSTMNJ NO. SHEET 3 Iy 3 StliETs A.P.N. 211-010-09 CITY ENQNlER RK NO. DATE 02-M-2001 EXHIBIT ‘B’ PARCEL “B” LEGAL DESCRIPTION THAT PORTION OF SECTION 20, TOWNSHIP 12-SOUTH, RANGE 4 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDLNG TO OFFICIAL PLAT -I-HEREOF AND THAT PORTION OF LA COSTA DOWNS UNIT NO. 1, ACCORDING TO MAP THEREOF NO. 2013, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, APRIL 261927, DESCRIBED IN DEED TO THE CITY OF CARLSBAD, A MUNICIPAL CORPORATION, AS DOCUMENT NO. 1995-058 1624, RECORDED DECEMBER 21,1995 OF OFFICIAL RECORDS, ALL IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF SAID SECTION 20 WITH THE EASTERLY LINE OF THE 200.00 FOOT RIGHT OF WAY OF THE SANTA FE RAILROAD, AS SHOWN ON SAID MAP NO. 2013; THENCE ALONG THE SOUTH LINE OF SAID LA COSTA DOWNS UN-IT NO. 1, SOUTH 89”18’21” EAST (SOUTH 89”2 1’ EAST PER SAID DEED TO THE CITY OF CAEUSBAD, NORTH 89”58’20” EAST PER SAID MAP NO. 2013) 1236.50 FEET TO THE SOUTHWEST CORNER OF LAND DESCRIBED IN DEED TO THE STATE OF CALIFORNIA, RECORDED FEBRUARY 16,1966 AS FILE NO. 27424 OF OFFICIAL RECORDS; THENCE ALONG THE WESTERLY LINE OF SAID LAND, NORTH 26’06’55” WEST 1463.09 FEET (NORTH 26’10’ WEST 1462.07 FEET PER SAID DEED TO THE CITY OF CARLSBAD) TO AN ANGLE POINT, THENCE CONTINUING ALONG WESTERLY LINE NORTH 28’58’16”’ WEST 300.44 FEET (NORTH 29”01’45 WEST 300.38 FEET PER SAID DEED TO THE CITY OF CARLSBAD) TO AN ANGLE POINT; THENCE CONTINUING ALONG WESTERLY LINE NORTH 27°13’09” WEST 85.02 FEET (NORTH 27’14’24” WEST 85.05 PER SAID DEED TO THE CITY OF CARLSBAD) TO THE MOST EASTERLY CORNER OF THE LAND DESCRIBED AS PARCEL “B” IN FINAL ORDER OF CONDEMNATION IN SUPERIOR COURT CASE NO. 258 12, A COPY OF WHICH WAS FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH l&1968 AS FILE NO. 44080 OF OFFICIAL RECORDS; THENCE ALONG THE SOUTHEAST LINE OF SAID PARCEL ‘B”, AS FOLLOWS: SOUTH 61’52’08” WEST 292.79 FEET (SOUTH 61’5 1’00” WEST 292.78 FEET PER SAID DEED TO THE CITY OF CARLSBAD) TO THE EASTERLY TERMINUS OF THAT 60.00 FCOT RADIUS CURVE, CONCAVE SOUTHEASTERLY IN THE NORTHERLY LINE OF LA LOMA BOULEVARD, AS SHOWN ON SAID MAP NO. 2013; THENCE WESTERLY AND SOUTHWESTERLY ALONG SAID CURVE THROUGH A CEN-hiL ANGLE OF 57”35’50” A DISTANCE OF 60.32 FEET (57”05’50” A DISTANCE OF 60.31 FEET PER SAID DEED TO THE CITY OF CARLSBAD) THENCE CONTINUING ALONG SAID SOUTHEAST LINE SOUTH 6 1’52’08” WEST (SOUTH 61”5 1’00” WEST PER SAID DEED TO THE CITY OF CARLSBAD) 26.40 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING ‘i 3 , . Sheet 2 of 2 SAID SOUTHEAST LlNE SOUTH 28OO7’52” EAST 630.38 FEET; THENCE SOUTH 61’52’08” WEST 670.15 FEET TO SAID EASTERLY LINE OF SAID 200.00 FOOT RIGHT OF WAY OF THE SANTA FE RAILROAD; THENCE NORTHERLY ALONG SAID EASTERLY LINE NORTH 20”22’43”’ WEST (NORTH 2 1’06’40” WEST PER SAID DEED TO THE CITY OF CARLSBAD) 103.93 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 5629.65 FEET; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENT&U ANGLE OF 2”OO’OO” A DISTANCE OF 196.5 1 FEET (2”OO’OO” A DISTANCE OF 196.5 1 FEET PER SAID DEED TO THE CITY OF CARLSBAD) THENCE CON-fINUING NORTHERLY TANGENT TO SAID CURVE ALONG SAID EASTERLY LINE NORTH 18’22’43” WEST 224.25 FEET (NORTH 19OO6’40” WEST 224.19 FEET PER SAID DEED TO THE CITY OF CARLSBAD) TO THE MOST WESTERLY CORNER OF LOT 19, BLOCK 2 1, ACCORDING TO SAID MAP NO. 20 13; THENCE CONTINUING NORTHWESTERLY NORTH 18O22’43” WEST (NORTH 18”24’3 5” WEST PER SAID DEED TO THE CITY OF CARLSBAD AS DESCRIBED IN SAID PARCEL ‘=B”) 113.82 FEET TO THE INTERSECTION OF THE PROLONGATION OF SAID SOUTHEAST LINE OF SAID PARCEL ‘S”; THENCE NORTHEASTERLY ALONG SAID PROLONGATED LINE NORTH 6 1’52’08” EAST (NORTH 61”5 1’00” EAST PER SAID DEED TO THE CITY OF CARLSBAD) 110.82 FEET TO A LINE WHICH BEARS NORTH 18” 12’09” WEST (NORTH 18’24’35” WEST PER SAID DEED TO THE CITY OF CARLSBAD),FROM AN ANGLE POINT TN THE NORTHERLY LINE OF SAN LU-IS BOULEVARD AS SHOWN ON SAID MAP NO. 2013, SAID ANGLE POINT BEING THE WESTERLY TERMINUS OF THAT LINE HAVING A BEARING OF ‘NORTH 89’58’20” EAST’ AND DESCRIBED IN SAID DEED TO ‘l-HE CITY OF CARLSBAD; THENCE CONTlNUING NORTHEASTERLY ALONG SAID SOUTHEAST LINE OF SAID PARCEL ‘B” NORTH 61’52’08” EAST (NORTH 61’5 1’00” EAST PER SAID DEED TO THE CITY OF CARLSBAD) 458.15 FEET TO THE TRUE POINT OF BEGINNING. AREA = 392038.17 SQ. FT. PLS461i EXPIRATION 9-30-02 DATE: 2-20-O 1 9.000 ACRES MORE OR LESS JN 2086 7X O.B. PARCEZ Proposes PAIPCEL A 1,23J 339.22 sq.kT .?B.3/36 AXES t@ !3g3 d@ 2oQ 0 1 N 18'22'43'W 338.7' 0 2 0=2IwOD' R=5629.65 (ER 00) L=196.51 0 j N 2022'43' W 103.9.j (N 20116'40' W PER DO) 0 4 N 2838'16' W 30044 0 (N 29’01’45’ W 3cK1.38 PCR 00) 5 N 2773'09. W 85.02 (N 2774'24. W 85.05 PER DO) 0 6 N 6Ci2'08' E 26.40' O( 7 N 6l'5l'OO'E 292.78 PER DO) I Zf! 0.B. N GO'40'00' E(R) I PAmA% -A’ N 5635'50' Rf'R) . ’ I i I --T&b I I 0 CRA PH;I&SCALE 400 I I SCALE 1” = 200 F’EET EXHIBIT ‘C’ ‘,\ \ I---” CWY OF CARU’AB ‘PlICAN~ .-Y W CAliWAO V FARADAY A MNUE ?lSt?dO, CA. 92008 APPROMD Br BWNDARY ALWSTUENT NO. 9Hl2 W 3 STElS CITY E-NQNEER A.PN 214-010-09 RfG. NO. DAX - - 2001 Shea 1 of2 EXHIBIT ‘D’ PARCEL “A” LEGAL DESCRIPTION THAT PORTION OF SECTION 20, TOWNSHIP 12 SOUTH, RANGE 4 WEST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO OFFICIAL PLAT THEREOF AND THAT PORTION OF LA COSTA DOWNS LJN-IT NO. 1, ACCORDING TO MAP THEREOF NO. 2013, FIJ.XD IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGG COUNTY, APRIL 26,1927, DESCRIBED IN DEED TO THE CITY OF CARLSBAD, A MUNICIPAL CORPORATION, AS m NO. 19954581624, RECORDED DECEMBER 21,1995 OF OFFICIAL RECORDS, ALL IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF SAID SECTION 20 WITH THE EASTERLY LINE OF THE 200.00 FOOT RIGHT OF WAY OF THE SANTA EE MIIAOAD, AS SHOWN ON SAID MAP NO. 2013, SAID INTERSECTION BEING THE TRUE POINT OF BEGINNING, THENCE ALONG THE SOUTH LINE OF SAID LA COSTA DOWNS UNIT NO-l, SOUTH 89018’21” EAST (SOUTH 89”21’ EAST PER SAID DEED TO THE CITY OF CARLSBAD, NORTH 89”58’20” EAST PER SAID MAP NO. 2013) 1236.50 FEET TO THE SOUTHWES T CORNER OF LAND DESCRIBED IN DEED TO THE STATE OF CALIFORNIA RECORDED FEBRUARY 16,1966 AS FTLE NO. 27424 OF OFFICIAL RECORDS; THENCE ALONG THE WESTERLY LINE OF SAID LAND, NORTH 26’06’55” WEST 1463.09 FEET (NORTH 26”lO’ WEST 1462.07 FEET PER SAID DEED TO THE CITY OF CARLSBAD) TO AN ANGLE POINT, THENCE CO NTINUING ALONG WESTERLY LINE NORTH 28’58’16”WEST 300.44 FEET (NORTH 29”01’45 WEST 300.38 FEET PER SAID DEED TO THE CFIY OF CARTSBAD) TO AN ANG3XJOINT; THENCE ..:. CONTINUING ALONG l@ESTERLY LINE NORTH 27”13’09” WEST 85.02 FEET (NORTH 27”14’24” WEST 85.05 PER SAID DEED TO THE CITY OF CARLSBAD) TO THE MOST EASTERLY CORNER OF THE LAND DESCRIBED AS PARCEL “B” IN FINAL, ORDER OF CONDEMNATION IN SUPERIOR COURT CASE NO. 25812, A COPY OF WHICH WAS FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, MARCH 15,1%8 AS FILE NO. 44080 OF OFFICIAL RECORDS; THENCE ALONG THE SOUTHEAST LINE OF SAID PARCEL ‘B”, AS FOLLOWS: SOUTH 61°52’08” WEST 292.79 FEET (SOUTH 61”Sl’ WEST 292.78 FEET PER SAID DEED TO THE CITY OF CARLSBAD) TO THE EASTERLY TERh4MJS OF THAT 60.00 FOOT RADIUS CURVE, CONCAVE SOUTHEASTERLY IN THE NORTHERLY LINE OF LA LOMA BOULEVARD, AS SHOWN ON SAlD MAP NO. 2013; THENCE WESTERLY AND SOUTHWIMERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 57’35’50” A DISTANCE OF 60.32 FEET (57OO5’50” A DISTANCE OF 60.31 FEET PER SAID DEED TO Sheet2 of2 THE CITY OF CARLSBAD) THENCE CO NTINUTNG ALONG SAID SOUTHEAST LINE SOUTH 61°52’08” WEST (SOUTH 61°51’OO” WEST PER SAID DEED TO THE CItY OF CARLSBAD) 26.40 FEET; THENCE LEAVING SAID SOUTHEAST LINE SOUTH 28oO7’5Z” EAST 630.38 FEET; THENCE SOUTH 61’52’08” WEST 670.15 FEET TO SAID EASTEIUX LINE OF SAID 200.00 FOOT RIGHT OF WAY OF THE SANTA FE RAILROAD; THENCE SOUTHERLY ALONG SAID EASTERLY LINE SOUTH 2OO22’43” EAST (SOUTH 21”06’40” EAST PER SAID DEED TO THE CITY OF CARLSBAD) 626.79 FEET TO THE TRUE POINT OF BEGINNING. AREA = 1233339.22 SQ. FT. 28.3 136 ACRES MORE OR LESS PLS 4611 EXPIRATION g-30-02 DATE: 2-20-O 1 JN 2086 EXHIBIT “E” CARLSBAD MUNICIPAL WATER DISTRICT 5950 EL CAMINO REAL CARLSBAD, CA 92008 (760) 43 8-2722 ENCINA WASTEWATER AUTHORITY 6200 AVENIDA ENCINAS CARLSBAD, CA 92009 (760) 438-368 1 CITY OF ENCINITAS 505 SOUTH VULCAN AVENUE ENCINITAS, CA 92024 (760) 633-2600 LEUCADIA COUNTY WATER AUTHORITY 1960 LA COSTA AVENUE CARLSBAD, CA 92009 (760) 753-0155 VALLECITOS WATER DISTRICT 201 VALLECITOS DE OR0 SAN MARCOS, CA 92069 (760) 744-0460 CITY OF VISTA 600 EUCALYPTUS AVENUE VISTA, CA 92085 (760) 726-1340 BUENA SANITATION DISTRICT 600 EUCALYPTUS AVENUE VISTA, CA 92085 (760) 726-1340 . . l . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 D % zi & & m 2 % 0 2 UT 2 4- Ge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . * s 3 3 2 l rl b.0 l v4 k 0 . . . . . . l . . . . . . + is 4 2 ? \o c 8 4 8 & 3 # w 4 4 4 4 . . . . . . . d \ G 00 d: . . . . . . . l . . . . s :S~ 2 Ia a9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .a . . . . . . . . . . . . . 0 \ & 0 . . . . . . . . . . . . . . 06 d c\1 . . . . . . . . . . ,-_------- ______________-____-------- _. .-_.__.._. --...... . ..-_ : I : 1 ..- i ;z Q . . . .._.- +-..: : 9 : Ii i I ii! ’ s ;a : E :w .-.u .-.*.- 1’*“6.-“‘~; k v) t ’ i? : 0 :s -- --i -Lzq K / 1 f ! Sheetlofl EXH@IT ‘I’ 30 FOOT WIDE ACCESS EASEMENT LEGAL DESCRIPTION ‘ITIE SOUTHERLY 30 FEET OF THE NORTHERLY 60 FEET OF PARCEL “B” AS DESCRIBED IN DEED TO THE CITY OF CARLSBAD, A MUNICIPAL CORPORATION, AS DOCUMENT NO. > RECORDED OF OFFICIAL RECORDS, ALL IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA AREA = 17301.22 SQ. FT. 0.397 ACRES MORE OR LESS PLS4411 EXPIRATION g-30-02 DATE: 2-27-O 1 City of Carlsbad Records Management Department July 2,2001 Mr. Greg Moser Foley & Lardner 402 W. Broadway, 23” Fl SanDiego CA 92101-3542 Re: Agreement The City of Carlsbad approved the agreement for the title transfer and parcel purchase between the City, the Encina Wastewater Authority and the Encina Wastewater Authority Member Agencies at the June 26,200l Council meeting. Per instructions in the agreement, ARTICLE 1 SECTION B; Notifications, we are providing you a copy of the agreement which has been approved by our attorneys and executed by the Mayor. You were previously notified by phone earlier today of the approval and execution, and a copy of the executed agreement has been faxed to your offices as well. Upon execution by the Encina Wastewater Authority and the Encina Wastewater Authority Member Agencies, please return one fully executed copy (or the counterparts) of the agreement to our office at the address listed below, Attn: Debra Doe&r. Please refer to AB 16,25 1. Thank you for your assistance in this matter. Sincerely, Debra Doer&r L / Senior Office Specialist Office of the City Clerk Enclosure CC: Robert Greaney, CMWD 1200 Carlsbad Village Drive - Carlsbad, CA 92008-I 989 - (760) 434-2808 @ Transmission Report Date/Time Local ID Lota I Name Company Logo This document was confirmed. (reduced sample and details below) Document Size Letter-S OATEZ to: FAX: FROM: FAX: 760-434-2806 (760) 720-6917 Attmhed 19 the ogremeat WC spoke about earlier on the phone, In addition a copy till k m&d to your offices today. FAX TRANSMISSION July 2, 2001 6reg Maser Foley & Lardtier 619-234-3510 Debt-u Doerflcr ‘AGREEMENT BETWEEN THE EMINA WASTEWATER AlJTHORf7Y. THE ENCINA WASTEWATER AUT!-iORIN MEMBER A6lBCIES ANb THE CITY OF CARL5BAb TRANSFERRIN6 TITLE TO THE ENCINA WASTEWATER AWMXI-WS SOUlH PARCEL ANb AIJMORVINC THE WRCWASE OF A PCRlTON OF THE SOUTH PARCEL BY THE GIN OF CARLSBAD.’ 1203 callsbacl village Drive. C&bad. califmnii 92008-1989 . (760) 434-2808 7- 2-01;12:16PM 760 720 6917 carlsbad City Clerk Tote I Pages Scanned : 24’ Tote I Pages Confirmed : 24’ NO. Dot Remote Station Start Thme Duration Pages Mode Comments Results 1 099 16192343510 7- 2-01; 12:06PM 10’06” 24/ 24 EC CP 14400 X* Notes ** EC: Error Correct BC: Broadcast Send CP: Completed Ls: Local Scan RE: Resend PD: Polled by Remote MB: Receive to Mallbox MP: Multl-Poll PG: Poll ~ng a Remote PI : power lnterruptlon RM: Receive to Memory DR: Document Removed TM: Terminated by user LP: Local Pr I nt FO: Forced Output WT: Waltlng Transfer BRUSSELS CHICAGO DENVER DElROr JACKSONVILLE LOS ANGELES MADISON MILWAUKEE EMAIL ADDRESS CLIENTMATIER NUMBER jlemmo@foleylaw.com 123790-0100 FOLEY & LARDNER ATTORNEYS AT LAW 402 W. BROADWAY, 23RD FLOOR SAN DIEGO. CALIFORNIA 92 IO I-3542 XLEPHONE: (6 IQ) 234-6655 FACSIMILE: (6 IQ) 234-35 IO WWW.FOLEfLARDNER.COM ORLANDO SACRAMENTO SAN DIEGO SAN FRANCISCO. TALLAHASSEE TAMPA WASHINGTON, D.C. WEST PALM BEACH August 7,ZOOl Raymond R. Patchett, City Manager City of Carlsbad 5950 El Camino Real Carlsbad, CA 92008 Re: Agreement to Transfer South Parcel to Encina Wastewater Authority (“EWA”) and Purchase by Carlsbad; Closing Dear Mr. Patchett: This letter is sent as part of the closing procedures of the Agreement Between The Encina Wastewater Authority, The Encina Wastewater Authority Member Agencies And The City Of Carlsbad Transferring Title To The Encina Wastewater Authority’s South Parcel And Authorizing The Purchase Of A Portion Of The South Parcel By Z%e City Of Carlsbad (the “Agreement”), as designated in Article IV.D. of the Agreement. As you are aware, this office acted as the Escrow pursuant to the Agreement. Closing occurred July 3 1,2001, and the transfers and purchase are complete. The purchase price paid by Carlsbad was $1,547,958, as calculated by the method set forth in Article 1II.B. of the Agreement. This office distributed each member agency’s share of the purchase price on Friday August 3,200l. If you have any questions regarding the closing, please feel free to contact us. Very truly your, 017.176391.1 ESTABLISHED 1842 A MEMBER OF GmsnL~x wm MEMBER OFFICES IN BERLIN, BRUSSELS, DRESDEN, FRANKFURT, LONDON, SINGAPORE, STOCKHOLM AND STU~CART RECORDING REQUESTED BY: CITY OF CARLSBAD 23349 DOC #I 2001-053b593 Jul 31s 2001 3:69 PM WHEN RECORDED MAIL TO: #FlCIAL REaRDs B’N DIE50 COUITY REtDUER’S OFFICE Raymond R. Patchett, City Manager f City of Carlsbad GllmaH JgwH~ ayf@RECa?DER G 5950 El Camino Real Carlsbad, CA 92008 lllllll l~ll~lllll~~~~lll lmlllllll llllllll III Oci ‘#I 20 1-0638593 SPACE ABOVE THIS LINE FOR RECORDER’S USE . .’ ‘THE UNDERSIGNED TRANSFEROR DECLARES : DOCUMENTARY TRANSFER TAX IS $-0-. QUITCLAIMDEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the ENCINA WASTEWATER AUTHORITY, a California public agency, (“Transferor”) does hereby REMISE, RELEASE AND FOREVER QUITCLAIM to the CITY OF CARLSBAD, a California public agency, all right, title and interest Transferor has in the real property in the City of Carlsbad, County of San Diego, State of California, described as “Parcel B” in the legal description and map attached as Exhibit A, and incorporated herein by reference. Dated \s1Icv &T, $O( State of California County of San Diego. On uy & &IQ1 before me, m@% 4. fl& ?b@ , and for said County and State, personally appeared , V(o_r proved to me on the basis of satisfactory evidence) to be perso&- ‘whose name is/q& subscnbed to the within instrument and acknowledged to me that he/s)@tby executed the same in his/h)C th&r authorized capacity(i&), and that by his/v/&r signaturew on the instrument the person(v, or the entity upon behalf of which the person& acted, executed the instrument. WITNESS my hand and official seal. Signature yL\#piEL -(- Michael T. Hogan, Gekeral Manager on behalf of the ENCINA WASTEWATER AUTHORITY 6200 Avenida Encinas Carlsbad, CA 92009 (This area for official notarial seal) 017.174505.1 23350 EXHIBIT ‘A’ P.aCEL “B” LEGAL DESCIUPTlON THAT PORTION OF SECTION 20, TOWNSHlP 1ZSOuTy RAPjGE 4 WEST, SAN BERNARDMO BASE AND MERIDIAN, ACCORDING TO OFFICIAL PLAT THEREOF AND THAT POR.TION OF LP COSTA DOWNS UNIT NO. 1, ACC3RiDlNG TO lM.AF’ THEREOF NO. 2013, FILED l-N THE OFFICE OF THE COUNTY’ RECORDER OF SAN DIEGO COUNTY, APRIL 26, 1927, DESCRIBED IN DEED TO X’CITY OF CARLSBAD, A MUMCIPAL CORPORATION, AS DOCUMENT NO. 1995-058 1624, RECORDED DECEMBER 2 1,1995 OF OFFICIAL RECORDS, ALL IN THE Cl-i? OF CARLSBAD, COUNTY OF SplN DIEGU, STATE OF CALIFORII MORE PARTICULARLY DESCRIBED As FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF SAID SECTION 20 WITH THE EASTERLY LINE OF THE 200.00 FOOT RIGHT OF WAY OF THE SAM-A FE FM&ROAD; AS SHOWN ON SAID MAP NO. 2013; THENCE ALONG THE SOUTH LINE OF SAID LA COSTA DOWNS UNIT NO. 1, SOUTH 89O18’2 1” EAST (SOUTH 89”21’ EAST PER SAID DEED TO THE CITY OF CARLSBAD, NORTH 89”58’20” EAST PER SAID MAP NO. 2013) 1236.50 FEET TO THE SOUIHVJEST CORNER OF LAND DESCRJBED N DEED TO THE STATE OF CALIFORNLQ RECORDED FEBRUARY 16,1966 AS FILE NO. 27424 OF OFFICIAL RECORDS; T-HENCE ALONG THE WESTERLY LINE OF SAID LAND, NORM 26°06*55” WEST 1463.09 FEET (-NORTH 26’10’ WEST 1462.07 FEET PER SAID DEED TO THE CITY OF CARLSBAD) TO AN ANGLE POINT, THENCE CONTINUING ALONG WESTERLY LINE NORTH 28’58’16” WEST 300.44 FEET (NORTH 29”01’45 WEST 300.38 FEET PER SAID DEED TO THE CITY OF CARLSBAD) TO AiN A?JGLE POINT; THENCE CONHMJING ALONG WESTERLY LINE NORTH 27°13’09” WEST 85.02 FEET (NORTH 27” 14’24” WEST 85.05 PER SAID DEED TO THE CITY OF CARLSBAD) TG THE MOST EASTERLY CORNER OF THE LAND DESCRIBED ‘AS PARCEL “8” IN RNAL ORDER OF CONDEMNATION IN SUPERIOR COURT CASE NO. 258 12, A COPY OF WHICH WAS FTLED KN THE OFFICE OF THE COUN-fY RECORDER OF SAN DIEGO COUNTY, MARCH 15,1968 AS FILE NO. 44080 OF OFFICIAL RECORDS; THENCE ALONG -l-HE SOUTHEAST LINE OF SAID PARCEL ‘=B”, AS FOLLOWS: S0UI-H 61’52’08” WEST 292.79 FEET (SOUTH 61”5 1’00” WEST 292.78 FEET PER SAID DEED TO THE CITY OF CARLSBAD) TO THE EASTERLY TERMTNUS OF THAT 60.00 Fool- IWX-LJS CURVE, CONCAVE SOUTHEASTERLY IN THE NORTHERLY LiNE OF LA LOMA BOULEVARD, AS SHOWN ON SAID MAP NO. 20 13; THENCE WESTERLY AND SOUTHWESTERLY ALONG SAID CURVE -THROUGH A CENTEML ANGLE OF 57’35’50” A DISTANCE OF 60.32 FEET (57OO5.50” A DISTANCE OF 60.3 1 FEET PER SAID DEED TO THE CITY OF CARLSBAD) THENCE CONTINUING ALONG SAID S&JTHEAST LINE SOUTH 6 1’52’08” WEST (SOUTH 6 lo5 1’00” WEST PER SAID DEED TO -I-HE CITY OF CARLSBAD) 26.40 FEET TO THE TRUE POINT OF BEGINMNG;.THENCE LEAVING 23351 Sheet 2 of2 SAID SOUTHEAST LINE SOUTH 28OO7’52” EAST 630.38 FEET; THENCE SOUTH 61°52'08" WEST 670.15 FEET TO SALD EASTERLY LINE OF SAID 200.00 FOOT RIGHT OF WAY OF THE SANTA FE RAILROAD; THENCE NORTHERLY ALONG SAID EASTERLY LfNE NORTH 20’22’43” WEST (NORTH 21°06’40” WEST PER SAID DEED TO THE CITY OF CARLSBAD) 103.93 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY HAVING A RADIUS OF 5629.65 FEET; THENCE NORTHERLY ALONG SAID ~ CURVE THROUGH A CENTRAL ANGLE OF Z”OO’OO” A DISTANCE OF 196.5 I FEET (2°00’OO” A DISTANCE OF 196.5 1 FEET PER SAID DEED TO THE CITY OF CARLSBAD) THENCE CONTINUTNG NORTHERLY TANGENT TO SAID CURVE ALONG SAID EASTERLY LINE NORTH 18’22’43” WEST 224.25 FEET (NORTH 19°06’40” WEST 224.19 FEET PER SAID DEED TO THE CITY OF CARLSBAD) TO THE MOST WESTERLY CORNER OF LOT 19, BLOCK 21, ACCORDING TO SAID MAP NO. 2013; THENCE CONTTNUING NORTHWESTERLY NORTH 18O22.43” WEST (NORTH 18’24’35” WEST PER SAID DEED TO THE CITY OF CARLSBAD AS DESCRIBED IN SAID PARCEL ‘B”) 113.82 FEET TO THE INTERSECTION OF THE PROLONGATION OF SAJD SOUTHEAST LINE OF SAID PARCEL ‘3”; THENCE NORTHEASTERLY ALONG SAID PROLONGATED LINE NORTH 6 1’52’08” EAST (NORTH 61”5 1’00” EAST PER SAlD DEED TO THE CITY OF CARLSBAD) 110.82 FEET TO A LINE WI-ITCH BEARS NORTH 18” 12’09” WEST (NORTH 18”24’35” WEST PER SAID DEED TO THE CITY OF CARTSBAD) FROM A? ANGLE P0TN-T IN THE NORTHERLY LINE OF SAN LLJTS BOULEVARD AS SHOWN ON SAD MAP NO. 2013, SAID ANGLE POINT BETNG THE WESTERLY TERMINUS OF THAT LINE HAVING A BE,A.EUNG OF “NORTH 89’58’20” EAST’ AND DESCRIBED IN SAID DEED TO THE CITY OF CARLSBAD; THENCE CON-TINUTNG NORTHEASTERLY ALONG SAID SOUTHEAST LlNE OF SAID PARCEL ‘3” NORTH 61”52’08” EAST (NORTH 6 I”5 1’00” EAST PER SAID DEED TO THE CITY OF CAIUSBAD) 458.15 FEET TO THE TRUE POINT OF BEGJNNING. AREA = 392038.17 SQ. FT. 9.000 ACRES MORE OR LESS I DOUGLb R- MEkHTOR . PLS4611 \ EXPIRATION g-30-02 DATE: 2-20-O 1 JN 2086 - 23352 PIWWSJD 90’ r/-D6 A CC&SS fAS&.u&NT N 6173’OR’ F ‘i&J? OF; 1 fiO82 ,> -- -- - _ _ 458.15 4u”.=y \\ --A I SW JON AJ kJ%CJ’b?)’ LT r;7l I7 sl’“- e - - - - N61~RR'5~5747R- I&- I -' 7K g ..s.“h” L .#‘a.&” I 1 2 --_ 52.94’ q -. __ - iii - t N .s / 23 ,B . l 1s I $9 4453 PROPOSED PWT.El 0 CRDSS 392 038.17 S(? FT 9.00 AC’ES 0 I I I NET 0 1 D=2lM'oO' 374 736 95 R--5629.65 (PER DO) sg. FT i B. 603 ACRES 1=196..51 N 6132'08' C 670.15 MP7 Q3 & GRAPHIC SCALE MP') ' 100 I0 SCALE 1” = 100 FEET c/Ty OF cAms%!!D APPL IGWll QTY Iy CARSBAD 1635 FARAOAYAkfNUE CARlsBAD, CA 92008 APPROKD By: CllY cNGJN,ctR REG. NO. DA K BWNDARY ALWSlUftff NO. SHEET 3 ir 3 skff6 A.P.N 211-010-09 I OZ-.J+J-2001 23353 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in real property conveyed by the Quitclaim Deed dated July g, 2001 from the ENCINA WASTEWATER AUTHORITY, a California public agency (“Transferor”), to the CITY OF CARLSBAD (“Transferee”), a California public agency, is hereby accepted by the undersigned officer on behalf of the Transferee pursuant to authority conferred by Resolution 2001- 192 of the Transferee’s City Council adopted on June 26,2001, and the Transferee consents to recordation thereof by its duly authorized officer. Dated: For Transferee: Raymond R. Patchett, City Manager City of Carlsbad 5950 El Camino Real Carlsbad, CA 92008 017.174508.1