The URL can be used to link to this page

Home My WebLink About2015-02-10; City Council; 21856; Advertise Bids Agua Hedionda Lift Station Vista/Carlsbad Interceptor Sewer Reaches VC11B VC15, Avenida Encinas Recycled Water Line 3492 3886 3949 5027CITY OF CARLSBAD AND CARLSBAD MUNICIPAL WATER DISTRICT - AGENDA BILL 19 AB# 21,856 AUTHORIZATION TO ADVERTISE TO RECEIVE BIDS FOR THE AGUA HEDIONDA SEWER LIFT STATION, VISTA/ CARLSBAD INTERCEPTOR SEWER REACHES VC11B-VC15, AND AVENIDA ENCINAS RECYCLED WATER LINE PROJECT NOS. 3492, 3886, 3949, 5027 DEPT. DIRECTOR "IpTV- DATE 02-10-15 AUTHORIZATION TO ADVERTISE TO RECEIVE BIDS FOR THE AGUA HEDIONDA SEWER LIFT STATION, VISTA/ CARLSBAD INTERCEPTOR SEWER REACHES VC11B-VC15, AND AVENIDA ENCINAS RECYCLED WATER LINE PROJECT NOS. 3492, 3886, 3949, 5027 GEN. COUNSEL ^/<1_ DEPT. PW-UTIL AUTHORIZATION TO ADVERTISE TO RECEIVE BIDS FOR THE AGUA HEDIONDA SEWER LIFT STATION, VISTA/ CARLSBAD INTERCEPTOR SEWER REACHES VC11B-VC15, AND AVENIDA ENCINAS RECYCLED WATER LINE PROJECT NOS. 3492, 3886, 3949, 5027 CITYMGR^^^ RECOMMENDED ACTION: 1. Carlsbad City Council: a. Adopt Resolution No. 2015-037 approving plans and specifications and authorizing the City Clerk to advertise for bids for the Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer Reaches VCllB - VC15, Project Nos. 3492, 3886, and 3949. b. Adopt Resolution No. 2015-038 approving the easement agreement with San Diego Gas & Electric Company, Cabrillo Power I, LLC and the City of Vista for the purpose of providing electrical power to the Agua Hedionda Sewer Lift Station, Project No. 3492. 2. Carlsbad Municipal Water District Board of Directors: a. Adopt Resolution No. 1517 approving plans and specifications and authorizing the Secretary to the Board to advertise for bids for the Avenida Encinas Recycled Water Line, Project No. 5027. b. Adopt Resolution No. 1518 approving the cost reimbursement agreement with Carlsbad Energy Center, LLC for the construction of a recycled water line to serve the Carlsbad Energy Center Project, Project No. 5027 ITEM EXPLANATION: Proiect Background: The Vista/Carlsbad Interceptor Sewer System was originally constructed in 1965 and is jointly-owned by the City of Vista and the City of Carlsbad. The alignment, approximately eight miles in length within the City of Carlsbad, extends from just west of College Boulevard and Highway 78 to the Encina Water Pollution Control Facility (Encina). There are two sewer lift stations within the alignment, the Buena Vista Lift Station, and the Agua Hedionda Lift Station (Exhibit 5). Both are maintained and operated by the Encina Wastewater Authority through a joint agreement. DEPARTMENT CONTACT: Terry Smith 760-603-7534 / terry.smith@carlsbadca.gov FOR SECRETARY USE. BOARD ACTION: APPROVED CONTINUED TO DATE SPECIFIC • DENIED • CONTINUED TO DATE UNKNOWN • CONTINUED • RETURNED TO STAFF • WITHDRAWN • OTHER - SEE MINUTES • AMENDED • REPORT RECEIVED • Advertise to Receive Bids-Sewer Ufts February 10, 2015 Page 2 of 4 The upper reaches of the Vista/Carlsbad Interceptor Sewer System from VCl through VCllA have been replaced or rehabilitated in recent years. Reaches VCllB to VC15, which include the Agua Hedionda Lift Station and the adjacent trestle bridge supporting the sewer line over and across the Agua Hedionda Lagoon, are in a state of declining condition and need to be replaced. Additionally, these facilities do not have the capacity to convey the ultimate sewer flows projected for the basin. The Agua Hedionda Lift Station is the City's largest sewer lift station and is located on the south shore area adjacent to the lagoon on property owned by NRG Energy. The remaining portion ofthe gravity sewer to Encina, approximately two miles in length, does not have adequate capacity to convey the future sewer flows that are anticipated. This reach of interceptor sewer has also been identified for replacement in Carlsbad's Sewer Master Plan to address the capacity deficit. Proiect Description: The project includes the replacement ofthe existing wood trestle bridge over the Agua Hedionda Lagoon with a new 140 foot long steel truss bridge to support the pipeline, construction of a new 33 million gallon per day sewage lift station located approximately 50 feet east of the current facility, and construction of a new parallel force main and gravity sewer to provide increased capacity and reliability to the sewer system. The new gravity sewer will be constructed within the right-of-way of Avenida Encinas and a portion ofthe new sewer will require installation by microtunneling. The new force main construction will utilize a combination of standard construction methods and Horizontal Directional Drilling to avoid utilities within Cannon Road and Avenida Encinas. The existing gravity sewer downstream of the lift station will continue to be utilized to convey a portion of the daily sewage flows from the new lift station and to maintain existing sewer connections south of Cannon Road. The new sewer bridge is being designed to accommodate the occasional maintenance vehicle and will be suitable for use by the Coastal Rail Trail as that project moves forward in the future. Electrical service for the new sewer lift station requires the relocation of an existing power pole by SDG&E and the installation of buried conduit to a new transformer. These electrical facilities, located within the limits of the sewer lift station site, will be owned by SDG&E and therefore requires a separate easement from Cabrillo Power. An easement agreement between Cabrillo Power, SDG&E, the City of Carlsbad and the City of Vista has been prepared for Council's approval, which is attached as Exhibit 6. In an effort to minimize future construction impacts to Avenida Encinas, a recycled water line will also be constructed as part of the project. The recycled water line is approximately 11,000 linear feet and will extend from the Carlsbad Water Recycling Facility to the new sewer bridge at the Agua Hedionda Lagoon channel. The pipeline will interconnect with existing recycled water lines in Palomar Airport Road and Cannon Road to improve reliability and water quality to District customers. The pipeline will also provide recycled water to customers along Avenida Encinas, the future Carlsbad Energy Center Project, and may be extended in the future to serve recycled water to the Village. The cost of the recycled water line north of Cannon Road, approximately 3,300 linear feet of 12-inch pipe, will be reimbursed to the District by Carlsbad Energy Center LLC, a subsidiary of NRG Energy, Inc. An agreement for reimbursement of costs has been prepared for the Board's approval, which is attached as Exhibit 7. Advertise to Receive Bids-Sewer Lifts February 10, 2015 Page 3 of 4 Once pipeline work is complete in Avenida Encinas, the roadway will receive an asphalt pavement overlay and will be restriped to incorporate bike lanes. The pavement overlay will be full width and will extend from Palomar Airport Road to Cannon Road. A portion of the pavement overlay will be funded from the Pavement Management Fund. FISCAL IMPACT: A summary of current and projected project costs is as follows PROJECT COST SUMMARY FOR THE AGUA HEDIONDA SEWER LIFT STATION AND V/C INTERCEPTOR SEWER REPLACEMENT PROJECT REACHES VCllB - VC15 AND RECYCLED WATER LINE (PROJECT NOS. 3492, 3886, 3949, 5027 & 6001) Expenditures to Date (As of 12/31/2014) $5,648,700 Estimate of Remaining Design Expenditures $151,300 Subtotal of Pre-Construction Phase Expenditures $5,800,000 Construction Cost (Engineer's Estimate) $43,000,000 Construction Contingency (8%) $3,440,000 Relocation of 12" Gas Line by SoCal Gas $2,900,000 Construction Management & Inspection (Arcadis) $3,314,039 Engineering Support, Environmental Monitoring, etc. $3,087,961 Subtotal of Construction Phase Expenditures $55,742,000 TOTAL ESTIMATED PROJECT COSTS $61,542,000 SEWER APPROPRIATION $54,730,000 RECYCLED WATER APPROPRIATION $2,900,000 PAVEMENT MANAGEMENT APPROPRIATION $270,000 TOTAL APPROPRIATIONS TO DATE $57,900,000 ADDITIONAL APPROPRIATION ANTICIPATED $3,642,000 A budget deficit of approximately $3.6 million is currently projected for the overall project cost. This deficit is largely driven by continued estimate changes on items such as the relocation ofthe 12-inch diameter high pressure gas line and construction cost escalation. However, additional appropriations are not being requested at this time although additional appropriations may be necessary once bids have been received and additional agreements are entered into for the gas line relocation and engineering support during construction. Staff recommends that the potential budget deficit be addressed when Council is asked to award the construction contract for the project as current estimates will be solidified with bids and related agreements. The budget deficit as currently projected will require $2,136,000 from the Sewer Connection Fee Fund and $1,506,000 from the Recycled Water Fund. These projected budget deficits would be shared with the City of Vista and NRG so the impact to the City of Carlsbad would be much smaller. All sewer related project costs will be shared between the City of Carlsbad and the City of Vista as described within a project agreement between the two cities that was approved by Vista's City Council at a meeting held January 27, 2015. Vista's share ofthe $61.5 million project is approximately Advertise to Receive Bids-Sewer Lifts February 10, 2015 Page 4 of 4 $36.7 million. Additionally, NRG Energy has agreed to repay the City approximately $1.0 million for the extension ofthe recycled water pipeline to the Carlsbad Energy Center Project. ENVIRONMENTAL IMPACT: A Mitigated Negative Declaration (MND) and Mitigation Monitoring and Reporting Program (MMRP) were prepared for the Agua Hedionda Sewer Lift Station, Force Main and Gravity Sewer Replacement project (PDP 00-02(C)/SP 144(L)/RP 10-26/CDP 10-17/HDP 10-05/SUP 10-02/HMP 10-03). The MND was adopted by the City Council on December 6, 2011, in compliance with the California Environmental Quality Act (CEQA) Guidelines Section 15074. Additionally, the 18-inch Recycled Water Pipeline in Avenida Encinas and the 12-inch extension to the north are also part ofthe Phase III Recycled Water Program, identified as Expansion Segment No. 2. An environmental impact assessment was conducted for the Phase III Recycled Water Program, and a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program was approved by the Board through Resolution No. 1455, on November 27, 2012. PUBLIC NOTIFICATION: None required. EXHIBITS: 1. Resolution No. 2015-037 approving plans and specifications and authorizing the City Clerk to advertise for bids for the Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer, Reaches VCllB - VC15, Project Nos. 3492, 3886, and 3949. 2. Resolution No. 2015-038 approving the easement agreement with San Diego Gas & Electric Company, Cabrillo Power I, LLC and the City of Vista for the purpose of providing electrical power to the Agua Hedionda Sewer Lift Station, Project No. 3492. 3. Resolution No. 1517 approving plans and specifications and authorizing the Secretary to the Board to advertise for bids for the Avenida Encinas Recycled Water Line, Project No. 5027. 4. Resolution No. 1518 approving the cost reimbursement agreement with Carlsbad Energy Center LLC for the construction of a recycled water line to serve the Carlsbad Energy Center Project, Project No. 5027. 5. Location Map. 6. Easement Agreement between Cabrillo Power I LLC, San Diego Gas & Electric Company, the City of Vista and the City of Carlsbad to provide electrical power to the Agua Hedionda Sewer Lift Station. 7. Agreement for Reimbursement of Costs for the Construction of a Recycled Water Pipeline to Serve the Carlsbad Energy Center Project between the Carlsbad Municipal Water District and Carlsbad Energy Center, LLC, a subsidiary of NRG Energy, Inc. EXHIBIT 1 1 RESOLUTION NO. 2015-037 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, 3 CALIFORNIA, APPROVING PLANS AND SPECIFICATIONS AND AUTHORIZING THE CITY CLERK TO ADVERTISE FOR BIDS FOR THE 4 AGUA HEDIONDA SEWER LIFT STATION AND VISTA/CARLSBAD INTERCEPTOR SEWER, REACHES VC11B-VC15, PROJECT NOS. 5 3492, 3886, AND 3949. 6 9 10 11 12 13 7 WHEREAS, the City Council of the City of Carlsbad, California, has determined it 8 necessary and in the public interest to replace the Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer, Reaches VCllB - VC15; and WHEREAS, the Cities of Carlsbad and Vista jointly own the Agua Hedionda Sewer Lift Station and the Vista Carlsbad Interceptor Sewer and entered into a Project Agreement to define project responsibilities and cost share; and 14 WHEREAS, the Project Agreement was approved by the Vista City Council at their 15 regular meeting held on January 27, 2015; and 1 f\ WHEREAS, the plans and specifications for furnishing all labor, materials, tools, 17 equipment, transportation, and other expenses necessary or incidental for the replacement of 18 the Aeua Sewer Lift Station and Vista/Carlsbad Interceptor Sewer, Reaches VC11B-VC15, have 19 2Q been prepared and are on file in the Public Works Department of the City of Carlsbad and are 21 incorporated herein by reference; and 22 WHEREAS, a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program were adopted by the City Council on December 6, 2011; and WHEREAS, $54,730,000 has been appropriated for the project in the 2014-2015 Capital Improvement Program from the Sewer Connection Fee Fund and $270,000 from the Pavement 23 24 25 26 27 Management Program; and 28 5 1 WHEREAS, the current estimate ofthe project cost has been revised and a budget deficit ^ of $2,136,000 has been identified; and WHEREAS, staff recommends that an additional appropriation of funds be deferred until bids have been received and a request to award a construction contract has been presented to the Council for approval. 3 4 5 6 7 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, 8 California, as follows that: 1. The above recitations are true and correct. 2. That the plans, specifications, and contract documents for the Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer, Reaches VC11B-VC15, Project Nos. 3492, 3886 and 3949 are on file in the Public Works Department ofthe City of Carlsbad and are 9 10 11 12 13 14 hereby approved. 15 3. That the City Clerk of the City of Carlsbad is hereby authorized and directed to 16 17 18 19 20 21 // 22 23 24 25 26 27 28 publish, in accordance with state law, a Notice to Contractors Inviting bids for the Construction ofthe Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer, Reaches VCllB- VC15, Project Nos. 3492, 3886 and 3949, in accordance with the plans, specifications, and contract documents referred to herein. // // // // 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 PASSED, APPROVED AND ADOPTED at a Joint Special Meeting of the Carlsbad City Council and Carlsbad Municipal Water District Board of Directors held on the 10*^ day of February, 2015, by the following vote to wit: AYES: NOES: Council Members Hall, Blackburn, Schumacher, Wood, Packard. None. ABSENT: None. 22- MATT HALL, Mayor ATTEST: SHELLEY COLljlNS] Assistant City Clerk (SEAL)\ r O ;• EXHIBIT 2 1 RESOLUTION NO. 2015-038 3 9 10 11 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, TO APPROVE AN EASEMENT AGREEMENT WITH SAN DIEGO GAS AND ELECTRIC COMPANY, CABRILLO POWER I, LLC AND 4 THE CITY OF VISTA FOR THE PURPOSE OF PROVIDING ELECTRICAL POWER TO THE AGUA HEDIONDA SEWER LIFT STATION, PROJECT 5 NO. 3492 6 ^ WHEREAS, the Agua Hedionda Sewer Lift Station and Force Main (sewer facilities) are part g of the Vista/Carlsbad Interceptor Sewer System, which sewer facilities have been identified for replacement in the current City of Carlsbad Sewer Master Plan and Capital Improvement Program; and 12 WHEREAS, the Cities of Carlsbad and Vista jointly own the sewer facilities and have 13 previously acquired an exclusive easement from Cabrillo Power I, LLC (Cabrillo) for these sewer facilities; and WHEREAS, an existing electric service needs to be relocated by San Diego Gas and Electric Company (SDG&E) to provide electrical power to the new Agua Hedionda Sewer Lift Station and SDG&E requires an easement for the relocated electrical facilities; and 19 WHEREAS; the relocated electrical facilities are within the limits ofthe easement acquired 20 by the City of Carlsbad and the City of Vista for sewer facilities on property owned by Cabrillo; and WHEREAS, Cabrillo has agreed to provide the necessary easement to SDG&E and has requested that the City of Carlsbad and the City of Vista acknowledge and approve the Easement 14 15 16 17 18 21 22 23 24 25 Agreement created by SDG&E and Cabrillo 26 27 28 8 1 NOW, THEREFORE, BE IT RESOLVED by the City Council ofthe City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the City of Carlsbad approves the Easement Agreement between Cabrillo, SDG&E, the City of Carlsbad and the City of Vista to provide electrical power to the Agua 3 4 5 6 7 Hedionda Sewer Lift Station and the Mayor of the City of Carlsbad is hereby authorized and 8 directed to execute said Easement Agreement. // // // // 9 10 11 12 13 14 // 15 // 16 17 18 19 20 23 24 25 26 27 28 // // // // 21 // 22 // // // // 0[ 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 PASSED, APPROVED AND ADOPTED at a Joint Special Meeting of the Carlsbad City Council and Carlsbad Municipal Water District Board of Directors held on the 10*^ day of February, 2015, by the following vote to wit: AYES: NOES: ABSENT: Council Members Hall, Blackburn, Schumacher, Wood, Packard. None. None. Ml HALL, Mayor MA ATTEST: lEY COLLINS! Asjsistant City Clerk (SEAL) EXHIBIT 3 1 RESOLUTION NO. 1517 3 2 A RESOLUTION OF THE BOARD OF DIRECTORS OF CARLSBAD MUNICIPAL WATER DISTRICT (CMWD), APPROVING THE PLANS AND SPECIFICATIONS AND AUTHORIZING THE SECRETARY OF 4 THE BOARD TO ADVERTISE FOR BIDS FOR THE AVENIDA ENCINAS RECYCLED WATER LINE, PROJECT NO. 5027 5 6 7 8 9 10 11 16 17 18 19 20 21 26 27 28 WHEREAS, the Board of Directors of the Carlsbad Municipal Water District, California has determined it necessary, desirable, and in the public interest to install approximately 7,700 linear feet of 18-inch diameter and 3,300 linear feet of 12-inch diameter polyvinyl chloride (PVC) pipeline and 26 recycled water services; and WHEREAS, the plans and specifications for furnishing of all labor, materials, tools, 12 equipment, transportation, and other expenses necessary or incidental of said project have 13 been prepared and are on file in the Utilities Department of the City of Carlsbad and are 14 incorporated by reference herein; and 15 WHEREAS, an environmental impact assessment was conducted for the Avenida Encinas Recycled Water Pipeline as part of the Phase III Recycled Water Project, and a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program was approved by the Board through Resolution No. 1455, on November 27, 2012; and WHEREAS, a separate environmental review was performed for the portion of the recycled water line north of Cannon Road and a Mitigated Negative Declaration and Mitigation 22 Monitoring and Reporting Program was adopted by the Carlsbad City Council on December 6, 23 2011; and 24 WHEREAS, $2,900,000 has been appropriated in the 2014-2015 Capital Improvement 2^ Program from the recycled water fund; and 1 WHEREAS, the current estimate ofthe project cost has been revised and a budget deficit 2 of $1,506,000 has been identified; and WHEREAS, a portion ofthe budget deficit is attributable to the extension of 3,300 linear feet of recycled water line to the Carlsbad Energy Center Project; and WHEREAS, Carlsbad Energy Center LLC intends to enter into an agreement with the District to reimburse the District for approximately $1 million of the project cost that are necessary to serve the Carlsbad Energy Center Project; and 3 4 5 6 7 8 g WHEREAS, staff recommends that an additional appropriation of funds be deferred until 10 bids have been received and a request to award a construction contract has been presented to 11 the Board for approval. 12 NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water District Board of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the plans, specifications and contract documents for the Avenida Encinas Recycled Water Line, Project No. 5027 are on file in the Utilities Department of the City of Carlsbad and are hereby approved. 3. The Secretary to the Board is hereby authorized and directed to publish, in accordance with State law, a Notice to Contractors Inviting Bids for the construction of the Avenida Encinas Recycled Water Line, Project No. 5027, in accordance with the plans, specifications, and contract documents referred to herein. 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 // // // // /a 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 PASSED, APPROVED AND ADOPTED at a Joint Special Meeting ofthe Carlsbad Municipal Water District Board of Directors and Carlsbad City Council held on the lO**' day of February, 2015, by the following vote to wit: AYES: NOES: ABSENT: Board Members Hall, Blackburn, Schumacher, Wood, Packard. None. None. MATT HALL, President ATTEST: SHEtlEY COLLINS, A (SEAL) ecretary EXHBIT 4 1 RESOLUTION NO. 1518 3 2 A RESOLUTION OF THE BOARD OF DIRECTORS OF CARLSBAD MUNICIPAL WATER DISTRICT (CMWD), APPROVING THE COST REIMBURSMENT AGREEMENT WITH CARLSBAD ENERGY CENTER, 4 LLC FOR THE CONSTRUCTION OF A RECYCLED WATER LINE TO SERVE THE CARLSBAD ENERGY CENTER PROJECT, PROJECT NO. 5 5027. 6 7 WHEREAS, CMWD has prepared plans, specifications and contract documents for 8 construction of approximately 7,700 linear feet of 18-inch recycled water line as part of CMWD's 9 Phase III Project, identified as the Avenida Encinas Recycled Water Line, Project No. 5027; and 11 WHEREAS, Carlsbad Energy Center, LLC an indirect wholly owned subsidiary of NRG 12 Energy, Inc. (NRG), desires to use recycled water for industrial purposes at the proposed Carlsbad 13 Energy Center Project, which is located approximately 3,300 feet north of CMWD's Avenida 14 Encinas Recycled Water Line Project; and 15 WHEREAS, NRG has requested that CMWD construct approximately 3,300 linear feet of 16 17 12-inch recycled water pipeline to the Carlsbad Energy Center Project in conjunction with 18 CMWD's Avenida Encinas Recycled Water Line Project in order to expedite the delivery of 1Q recycled water service; and WHEREAS, NRG has agreed to reimburse CMWD for actual costs incurred, estimated to be approximately $1.0 million; and WHEREAS, staff from CMWD and NRG have prepared an Agreement for Reimbursement 20 21 22 23 24 of Costs for the Construction of a Recycled Water Pipeline to Serve the Carlsbad Energy Center 25 Project 26 27 28 1 NOW, THEREFORE, BE IT RESOLVED by the Carlsbad Municipal Water District Board of 2 Directors of the City of Carlsbad, California, as follows: 3 That the above recitations are true and correct. 4 2. That the President of the Board is hereby authorized and directed to execute the 5 Agreement for Reimbursement of Costs for the Construction of a Recycled Water Pipeline to 6 7 Serve the Carlsbad Energy Center Project with Carlsbad Energy Center, LLC 8 // // // // // 9 10 11 12 13 14 // 15 // 16 17 18 19 20 23 24 25 26 27 28 // // // // 21 // 22 // // // // 1 PASSED, APPROVED AND ADOPTED at a Joint Special Meeting of the Carlsbad Municipal 2 Water District Board of Directors and Carlsbad City Council held on the 10**^ day of February, 3 2015, by the following vote to wit: 4 " 5 6 7 NOES: None 8 ABSENT: None. AYES: Board Members Hall, Blackburn, Schumacher, Wood, Packard. MATT HALL, President ATTEST: 9 10 11 12 13 14 15 SHELLEY COLL|(NSfAssistant Secretary 17 (SEAL) 18 19 20 •^^ vy ••..;.r..- 21 '''"'nnn^^^^ 22 23 24 25 26 27 28 LOCATION MAP BUENA VISTA LIFT STATION VISTA METER STATION ENCINA WATER POLLUTION CONTROL FACILITY PROJECT NAME AGUA HEDIONDA LIFT STATION & VISTA/CARLSBAD INTERCEPTOR SEWER REACHES VC11B THROUGH VC15 PROJECT NUMBER 3492, 3886 & 3949 EXHIBIT DRAWN BY: SCOTT EVANS: CARLSBAD UVUVES DEPT 1/13/11 C:\UVUT1ES DEPARTUENP^LOCATION UAPS\AHLS & VCIIB-VCI5.D1IG ll Recording Requested by: San Diego Gas & Electric Company When recorded, mail to: San Diego Gas & Electric Company P.O.Box 129831 San Diego, CA 92112-9831 Mail Stop SD1170 Attn: Real Estate Records SPACE ABOVE FOR RECORDER'S USE Project No.: 955557-010,030,060,070 Const. No.: 2941271/2382760 2382763/2382764 A.P.N.: 210-010-46 Transfer Nax: None SAN DIEGO GAS & ELECTRIC COMPANY EASEMENT AGREEMENT This Easement Agreement (this "Agreement") is entered into as of Feb. 10,2015 (the "Effective Date"), by and between CABRILLO POWER I LLC, a Delaware limited liability company ("Grantor"), and SAN DIEGO GAS & ELECTRIC COMPANY, a Califomia corporation ("Grantee"), and is acknowledged and agreed to by the City of Carlsbad, a chartered municipal corporation, and the City of Vista, a chartered municipal corporation (together, the "Cities"). RECITALS A. Grantor owns that certain real property situated in the City of Carlsbad, County of San Diego, California, more particularly described in Exhibit A attached hereto and incorporated by this reference ("Grantor's Lands"). B. The Cities own and operate a sewer line and sewer lift station (the "Lift Station") on a portion of Grantor's Lands, which the Cities desire to update and expand. Grantor granted the Cities an enlarged easement for these new Lift Station facilities on Grantor's Lands pursuant to that certain Sewer Easement Agreement dated June 6, 2014, recorded July 22, 2014 in the Official Records of San Diego County, Califomia as Document No. 2014-0306554 (the "City Easemenf). Upon the Cities' request. Grantee has agreed to supply electrical power to the Lift Station and. Grantor has agreed to grant this Easement (defined below) to Grantee to faciUtate the operation of the new Lift Station. This Easement is consistent with the City Easement, including, without limitation, all access and use rights granted to Grantee herein. s:land:data:lraforms:distrib:D-8.doc 9/97 REV. 02/01 800475S 19 C. Accordingly, Grantor desires to grant to Grantee, and Grantee desires to accept from Grantor, a non-exclusive electric easement on the terms set forth herein. The Cities desire to confirm their assent to this Agreement including Grantor's grant ofthe Easement granted herein and to Grantee's acceptance and use of the Easement as contemplated herein. AGREEMENT In consideration of the mutual covenants and agreements in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Easement Grant. Grantor grants to Grantee a perpetual, non-exclusive easement and right of way (the "Easement") in, upon, under, over, through and across Grantor's Lands, in the location described and depicted in Exhibit B attached hereto and incorporated by this reference, to constmct, change the size of, improve, reconstmct, relocate, repair, maintain, operate,use and remove underground facilities consisting of wires, cables, facilities and appurtenances for the transmission and distribution of electricity; and communication facilities and appurtenances (collectively, the "Facilities"); together with the right of ingress and egress to, from and along the Easement area, over and across those existing roads and lanes located on Grantor's Lands in a manner that will not cause unreasonable interference with Grantor's use of Grantor's Lands. 2. histallation of the Facilities. The Facilities will be installed at such locations and elevations within the Easement as Grantee may now or hereafter deem convenient or necessary. Grantee's subsurface Facilities will be designed, constmcted and installed in a manner that enables them to withstand loads that meet American Association of State Highway Transportation Officials ("AASHTO") HS-20 design loads. Grantee shall install its Facilities in the Easement on or before December 31, 2016. Grantee will provide Grantor with at least 48 hours' advance written notice of any construction or excavation work that Grantee intends to perform within the Easement area; provided that such restriction shall not apply to any of Grantee's repair or maintenance work that does not require excavation, or any work performed in an emergency situation. In an emergency. Grantee shall provide such notice to Grantor as soon as reasonably possible, but in no event more than 24 hours thereafter. Grantee shall have twenty-four (24) hours a day/seven (7) days a week access to the Facilities. 3. Restoration. a. In the event any of Grantor's improvements or property is injured or damaged by Grantee or its employees, contractors or agents during the construction, operation or maintenance of Grantee's Facilities, Grantee will restore and replace the surface of the ground and all of Grantor's improvements over the Easement, and will repair all damage to Grantor's property above or adjoining the Easement to the condition it was in immediately prior to such event; provided, however, that Grantee specifically disclaims any responsibility or liability for acfions taken by any employees or agents of the Cities within the Easement or with respect to the Facilities, who shall not be considered agents or contractors of Grantee. b. Grantee shall leave Grantor's Lands in substantially as good a condition as when entered by Grantee. Grantee shall clean any debris or rubbish left by Grantee on the Grantor's Lands. Any of Grantee's property that is not a part of the Facilities installed as contemplated in this Agreement shall be considered abandoned after being left at least five (5) business days on Grantor's Lands, and may be disposed of by the Grantor, at its discretion. Any reclamation costs, or costs associated with the disposal of any such debris or mbbish shall be the responsibility of Grantee. Grantee shall reimburse Grantor upon Grantor's request therefor. s:land:data:lraforms:distrib:D-8.doc 9/97 mv. 02/01 -2- 800475-S 1^ 4. Location Near Power Plants. Notwithstanding any provision to the contrary herein. Grantee expressly acknowledges and agrees that (a) the Easement is situated in close proximity to Grantor's Encina Power Station and land upon which Grantor's affiliate has a Califomia Energy Commission license to constinct and operate a new power plant; and therefore, (b) Grantor may operate, modify, enlarge, relocate, use, shut down, mothball, dismantle, demolish or make any other change to the Encina Power Station or the new power plant, and/or any part or component thereof (including any changes thereto); (c) Grantee shall make every reasonable effort to accommodate the construction and operation of the new power plant in conjunction with Grantee's use of the Easement; and (d) Grantor may use and grant third parties the right to use the area of Grantor's Lands comprising the Easement in any manner that does not unreasonably interfere with Grantee's Easement rights as described in Section 1 above; provided that in the event Grantee determines in its reasonable discretion that Grantor or any third party granted rights to use the Easement area is unreasonably interfering with Grantee's rights to use the Easement as described herein. Grantor and Grantee shall make best efforts to resolve such interference promptly. 5. Structures in Easement. Grantor shall not erect, place or constmct, nor permit to be erected, placed or constructed, any building or other structure, plant any tree, drill or dig any well, within this Easement, if the same would be incompatible with or would unreasonably interfere with Grantee's use of the Easement as determined by Grantee in its reasonable discretion. 6. Elevations. Grantor shall not decrease the ground surface elevations within this Easement after installation of Grantee's Facilities, without prior written consent of Grantee, which consent shall not unreasonably be withheld, conditioned or delayed. 7. Assignment. Upon the receipt of Grantor's prior written consent thereto, which will not be unreasonably withheld, conditioned or delayed. Grantee may assign any or all of the rights granted in this Easement in whole or in part to other companies providing utility or communication facilities/services; provided that any such assignee agrees in a signed writing to assume all of Grantee's duties and obligations hereunder. Grantor may assign its right, titie and interest in and to this Agreement as it deems necessary in its sole discretion Upon any such assignment, Grantor shall be released from all of its obligations hereunder; provided, that Grantor shall provide Grantee with notice of such assignment no later than sixty (60) days thereafter. 8. Trees and Brush. Grantee shall have the right but not the duty, to trim or remove trees and brush along or adjacent to this Easement and remove roots from within this Easement whenever Grantee deems it necessary. Said right shall not relieve Grantor of the duty as owner to trim or remove trees and brush to prevent danger or hazard to property or persons. 9. As-Built Legal Description-Engineering data. All engineering data and/or legal descriptions(s) for the location(s) ofthe facilities in this Easement has been furnished to Grantee by City of Carlsbad's Engineer, L.S. 7442. City of Carlsbad accepts full responsibility for the accuracy of such data and descriptions and declares that the descriptions represent the locations of Grantee's facilities within Grantor's property as previously agreed upon by Grantor, City of Carlsbad and Grantee. City of Carlsbad agrees that should any changes in grade, realignment of road, street, or avenue, or relocation of facilities become necessary as a resuh of inaccuracies of data furnished by City of Carlsbad, such changes, realignment or relocation shall be immediately remedied at City of Carlsbad's sole expense, and upon City of Carlsbad's failure to remedy same within thirty (30) days after Grantee's demand therefor, Grantee shall have the right, but not the duty, to make such changes, realignments or relocations and City of Carlsbad shall promptly pay to Grantee all reasonable charges thereof s:land:data:lraforms:distrib:D-8.doc 9/97 REV. 02/01 -2- 800475-S ZO 10 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit ofthe successors, heirs, executors, administrators, agents and assigns of Grantor and of Grantee, respectively. IL Grantor Indemnity. Grantor agrees to indemnify, release, defend and hold harmless Grantee and its parent company, subsidiaries, affiliates and its and their respective agents, representatives, members, employees, successors, assigns, officers and directors (collectively, "Grantee Indemnitees") from and against all claims, suits, causes of action, proceedings, losses, damages, liability, cost and expense of all kind and character, including, but not limited to, any fines, penalties, judgments, litigation costs, attorneys' fees and consulting, engineering and construction costs, for loss of or damage to property and for injuries to or death of any person (including, but not limited to, the property and employees of each party) (collectively, "Claims") caused by or arising out of or in any way incidental to or connected with Grantor's use of Grantor's Lands, including constraction or alteration of any of Grantor's buildings or improvements on Grantor's Lands by Grantor, its agents and employees. The parties expressly intend that this indemnification shall not extend to any Claims atfributable to (a) use, maintenance or repair of the Facilities, or (b) the negligence, willful misconduct or criminal acts of Grantee or any Grantee Indemnitee. 12. Grantee hidemnitv. Grantee agrees to indemnify, release, defend, and hold harmless Grantor and its parent company, subsidiaries, affiliates, and its and their respective agents, representatives, members, employees, successors, assigns, officers and directors ("Grantor Indemnitees") from and against all Claims arising or resulting from Grantee's construction, installation, repair, maintenance or removal ofthe Facilities, or Grantee's use of the Easement and/or Grantor's Lands as contemplated in this Agreement, by Grantee or any of its employees, conti-actors, subconti-actors or agents; but excluding any Claims arising or resulting from the actions of any employees or agents of the cities of Carlsbad or Vista. The parties expressly intend that this indemnification shall not extend to any Claims attiibutable to the active negligence, willful misconduct or criminal acts of Grantor or any Grantor Indemnitee. The parties' indemnification obligations in Sections 11 and 12 hereof shall survive the termination of this Agreement for two (2) years thereafter. 13. Grantor's Reserved Rights. Grantor expressly reserves the right to operate vehicles on, over, along and across the Easement for Grantor's activities associated with the construction, operation and maintenance of the Encina Power Station and the new power plant, including, without limitation, equipment deliveries on, over, along and across the Easement, provided that such equipment deliveries and other activhies do not exceed the AASHTO HS-20 Design Loading standards, hi the event that Grantor needs to move equipment or perform constraction activities over the Easement that exceed AASHTO HS-20 design loads, Grantor shall provide Grantee with advanced written notice thereof, and Grantee shall have the right to require Grantor to make reasonable accommodations necessary to protect the Facilities with respect to such loads, the description of such reasonable accommodations needed which shall not be unreasonably withheld, conditioned or delayed by Grantee. 14. Insurance. Grantee agrees that it is uhimately responsible to ensure that Grantee, its agents, representative, servants, employees, contractors, customers, or invitees (collectively referred to as "Grantee Related Parties" in this insurance provision) who enter in, on, or about the Grantor's Lands have, or shall have in place at the time of such entry ("Date of Entry"), Commercial General Liability insurance, written on an occurrence, claims-made or claims-first made basis, including coverages for bodily injury liability, premises/operation, property damage, independent conti-actors; contractual liability; mobile equipment, cross liabilities or separation of insureds, and no exclusions for XCU hazards, lifting or rigging exposures, or operations within 50 feet of a railroad; with per occurrence limits of not less than $1,000,000.00 per occurrence, and $2,000,000.00 in the aggregate. If work or services are being rendered that involve crossing over or under a railroad ti-ack. Grantee may be required to purchase a Railroad Protective Liability policy, with a limh of up to $5,000,000, if it is required by the owner of the railroad. Grantee Related Parties shall also maintain statutory Workers' Compensation Insurance and s:land:data:lraforms:distrib:D-8.doc 9/97 REV. 02/01 -4- 800475-S z\ Employer's Liability coverage with limits of $1,000,000.00 per accidenfper employee. If vehicles will be operated in, on, or about the Grantor's Lands by Grantee Related Parties, Grantee shall maintain an Automobile Liability policy with a combined single limit of $1,000,000.00, including coverage for owned, non-owned and hired vehicles. Grantee shall maintain Excess Liability insurance, with limits of $5,000,000.00 per occurrence, that sits in excess of Grantee's scheduled underlying Commercial General Liability, Automobile Liability and Employer's Liability insurance. The Commercial General Liability, and Excess Liability insurance policies shall be endorsed ("blanket" endorsements acceptable) to include Grantor, its affiliates, their respective agents, representatives, principals, employees, successors, assigns, officers, directors, members, managers, shareholders, partners, venturers, trustees, and representatives (collectively, "Grantor's Related Parties") as additional insureds with respect to performance under this Agreement only. Grantor shall be given at least thirty (30) days' prior written notice (by Grantee or Grantee's insurance agent or broker) of cancellation or nonrenewal of any policy required of Grantee hereunder. A duly executed certificate of insurance with respect to each such policy shall be deposited with Grantor on or before the Commencement Date, and a duly executed certificate of insurance with respect to each subsequent policy renewal shall be deposited with Grantor within two (2) business days subsequent to the expiration of the preceding such policy. All insurance policies obtained by Grantee hereunder shall be written as primary policies (primary over any insurance carried by Grantor and Grantor's Related Parties), not contributing with and not in excess of coverage which Grantor or Grantor's Related Parties may carry, if any. In the event of any claim by Grantee, Grantee shall look solely to such insurance and/or any other insurance carried by Grantee. Grantee Related Parties hereby waive any right that Grantee, or any party claiming under Grantee, by subrogation or otherwise, may have against Grantor and/or Grantor's Related Parties to recover for any insurable matter. Accordingly, to the extent permitted, under applicable law. Grantee Related Parties shall obtain, for each policy of insurance required to be obtained and maintained hereunder, an endorsement waiving the insurer's rights against Grantor and/or Grantor's Related Parties for any such claim. The failure by Grantee to provide Grantor with Certificates of Insurance, or Grantor to insist upon Certificates of hisurance, shall not be deemed a waiver of any rights of Grantor's Related Parties under this Agreement. The inclusions, coverage and limits set forth herein are minimum inclusions, coverage and limits, and shall not be constt-ued as a limitation of Grantor's Related Parties' rights under the noted policies, or other policies being maintained by Grantee Related Parties. Grantee and Grantee Related Parties are responsible for determining what addhional coverage, terms or limits are required to perform under this Agreement, even though tiiose requirements may be in addition to, in excess of, the minimum requirements set forth herein. Notwithstanding the foregoing. Grantee and Grantee Related Parties may, at their option, self-insure any or all ofthe above coverages. Subject to the indemnification provisions described herein, and in the event that Grantee elects to self-insure as set forth above, and a claim occurs for which a defense and/or coverage would have been available under the terms of an insurance policy issued by a third party insurance company (had a policy been purchased). Grantee shall undertake the defense of any such claim, including a defense of Grantor and/or its applicable affiliate(s), at Grantee's sole cost and expense; and shall use Grantee's own funds to pay any such claim or otherwise provide the fionding and/or indemnificiation which would have been available from insurance proceeds but for such election by Grantee to self-insure. 15. Attomevs' Fees. If any legal action or proceeding arising out of or related to this Agreement is brought by any party to this Agreement, the prevailing Party shall be entitied to receive from the other party, in addition to any other relief that may be granted, the reasonable attorneys' fees, costs and expenses incurred in the action or proceeding by the prevailing party. 16. CEC License. Pursuant to the license issued to Grantor by the California Energy Commission (the "CEC") for constinction and operation of a power plant on Grantor's lands, if the CEC has any comments or concems regarding this Agreement, the parties shall address them reasonably, promptly and in good faith, and shall make any necessary modifications to this Agreement. s:land:data:lraforms:distrib:D-8.doc 9/97REV. 02/01 -5- 800475-S Z2^ 17. Telecommunications Facilities. This Easement is provided to Grantee on an AS-IS, WHERE-IS, WITH ALL FAULTS basis, and Grantor does not represent or warrant that the Easement or Grantor's Lands are suitable for the presence or use of telephone, signal and communications facilities. Furthermore, and notwithstanding anything to the contrary herein, Grantee shall indemnify and hold harmless Grantor from and against any and all claims, losses, and any other liability arising out of or in any manner related to the presence of telephone, signal and communications facilities in the Easement placed therein by Grantee. 18. Covenants Run With the Land. The covenants, restrictions, conditions, provisions and agreements contained in this Agreement (whether affirmative or negative in nature), and the Easement created hereby, are made for the direct benefit of the Grantee Switchyard and the Sewer Lift Station, and shall be deemed easements, restrictions and covenants ranning with the land pursuant to Califomia Civil Code section 1468, burdening and benefitting those portions of the land affected thereby, and shall inure to the benefit of and be binding on the Parties and their respective heirs, successors and assigns and every person having any fee, leasehold, or other interest in the Grantor Lands to the extent that the covenants, restrictions, conditions, or provisions of this Agreement apply thereto. 19. Further Assurances: Entire Agreement: Amendments. The parties agree to execute and deliver all further instruments and documents, and take any further action that may be reasonably necessary to effectuate the purposes and intent of this Agreement. This Agreement constitutes the entire agreement between the parties relating to the Easement. Any prior agreements, promises, negotiation or representations conceming the matters set forth herein and not expressly set forth or referenced herein, are of no force and effect. No alteration, modification, variation or waiver of this Agreement, or any of the provisions hereof, shall be effective unless executed by the parties in writing. 20. Counterparts. This Agreement may be executed in one or more counterparts, each of which is an original and all of which together constitute one and the same instrument. 21. Notice. All notices and demands that any party may be required or desires to serve upon any other party under the terms of this Agreement shall be in writing and shall be served upon the other party by personal delivery, by certified or registered mail, postage prepaid, return receipt requested, or by nationally recognized overnight mail carrier (such as FedEx, Airborne) to the following street addresses: To Grantor: CABRILLO POWER I LLC c/o NRG Energy, Inc. P. O. Box 192 (U.S. Mail) 696 West 10th Street (all other deliveries) Pittsburg, Califomia 94565 Attn: John Chillemi, President With copies to: NRG Energy, Inc. 211 Carnegie Center Princeton, New Jersey 08540 Attn: General Counsel To Grantee: s:land:data:lraforms:distrib:D-8.doc 9/97 REV. 02/01 -6- 800475-S 23 San Diego Gas & Electric Company P.O.Box 129831 San Diego, CA 92112-9831 Mail Stop SDI 170 Attn: Land Services With a copv to: San Diego Gas & Electric Company 101 Ash Sfreet SanDiego, CA 92101 Attn: Commercial Counsel All notices given in the manner specified herein shall be effective upon the earlier ofi immediately upon actual receipt thereof or refusal to accept delivery in the case of personal delivery or if delivered by a nationally recognized overnight mail carrier; or seventy-two (72) hours after deposit in the United States mail. Either party may designate a new address for notices by providing the other party with notice complying with the terms of this Section. [Signature pages follow.] s:land:data:lraforms:distrib:D-8.doc 9/97 REV. 02/01 -7- 800475-S IN WITNESS WHEREOF, the parties have executed this Agreement as ofthe Effective Date. GRANTOR: CABRILLO POWER I LLC, a Delaware limited liability company By:. Name: (print name) Titie: GRANTEE: SAN DIEGO GAS & ELECTRIC COMPANY, a California corporation By:. Name: (print name) Titie: [Cities' signatures follow.'] s:land:data:lraforms:distrib:D-8.doc o„n^7c c 9/97 REV. 02/01 800475-S ACKNOWLEDGED AND AGREED: CITY OF VISTA, a chartered municipal corporation By: Judy Kitter, Mayor ATTEST: By: 6c APPROVED AS TO FORM: Darold Pieper, City Attome;^^ By: RISK MANAGEMENT REVIEW: Dolores Gascon, Risk Manager By: APPROVED Darold Pieper 1522121114 CITY OF CARLSBAD, a chartered municipal corporation By: ATTEST: Marci Kilian, City Clerk APPROVED AS TO^RM: Celia A. Brewer, City Attomey s:land:data:lraforms:distrib:D-8.doc 9/97 REV. 02/01 -9-800475S CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189 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 Califorraa County of yCif^/iA> On ^/// //r Dafe personally appeared before me, HereJmsert Name md Title of the Officer Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the personfs) whose name(^) \s/em subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/heiYthHtr authorized capacity(i€^, and that by his/hefi'their signature(s) on the instrument the person(s}, or the entity upon behalf of which the person(^ acted, executed the instrument. MORGEN FRY Commission # 2091497 Notary PubUc • Calif ornia San Oiego County g ^jjfComaEiii^^MO^ 1 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Signature Signature Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Document Date: • Corporate Officer — Title(s): • Partner — • Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: Signer's Name: • Corporate Officer — Title(s): • Partner — • Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: ©2014 National Notary Association • www.NationalNotary.org • 1 -800-US NOTARY (1 -800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189 A notary public or other officer completing this certificate verifies oniy 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 ) On QjU.B^I^SOi^'' before me, ^(\kXUA^. H^^^.Yjfi^ ^LML^J^ ^^T r\ • Here Insert Name and Title of the Officer Date personally appeared Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the personf;^ whose namely is/are- subscribed to the within instrument and acknowledged to me that +ie/she/tbey executed the same in -bis/her/tbeir authorized capacity(ie^, and that by bis/her/thetf signature(^ on the instrument the person(^, or the entity upon behalf of which the person(9)f acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. MARCIA 0. KILIAN Commission # 2048899 Notary Public - California San Diego County WITNESS my hand and official seal. Signature. ^ Signature of Notary Public Place Notary Seal Above - OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document . firPN'^SiO-DlO-IU> A ^rj ^ Title or Type of Document: FAALTOIU^ i^l^^MAAilA^ Document Date: 31 ^ QOl^ Number of Pages: IIP Signer(s) Other Than Named Above: lfi)A±tHdU.Lj n^WjCyC, OOXlah^ Capacity(ies) Claim|ed Si9per(s) ^ ^ Signer's Name: ISX^orporate Office^ - Tifle(s) • Partner — • Limited • Generi • Individual • Trustee • Other: ^^^^^ nerWl ^ • Attorney in Fact • Guardian or Conservator Signer Is Representing: f'uh^. l//'St2^ (2A Signer Is Representing Signer's Name:. • Corporate Officer —/ntle(s): • Partner - • Limited • General • Individual H Attorney in Fact • Trustee /Q Guardian or Conservator • Other: ©2014 National Notary Association • www.NationalNotary.org • 1-800-U8 NOTARY (1 -800-876-6827) Item #5907 STATE OF CALIFORNIA COUNTY OF On , before me. (name, title of officer), appeared. o proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instmment and acknowledged to me that he/she/they executed the same in hislhet/thek authorized capacity(ies), and that by his/her/their signature(s) on the instmment the person(syor the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of C^fomia that the foregoing paragraph is tme and correct. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA COUNTY OF On , before (name, title of officer), appeared. ,_who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instmment and acknowledged tja 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 instmment the person(s), or the entity upon behalf of which the person(s)/cted, executed the instrument. I certify under PENALTX OF PERJURY under fhe laws of the State of California that the foregoing paragraph is tme and correct. WITNESS my hand and official seal. Signatare s:land:data:lraforms:distrib:D-8.doc 9/97 REV 02/01 -10- 800475-S STATE OF CALIFORNIA COUNTY OF On _, before me. (name, title of officer), appeared who/proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instmment and acknowledged to me that he/she/they executed the same m his/her/thdr authorized capacity(ies), and that by his/her/their signature(s) on the instmment the person(s), or/he entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califoi/ia that the foregoing paragraph is tme and correct. WITNESS my hand and official seal. Signatare_ STATE OF CALIFORNIA COUNTY OF On _, before me. , title of officer), appeared ,_who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instmment and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their sign/ture(s) on the instmment the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PE paragraph is tme and correct. WITNESS my hand and officia/seal. Signatare_ Y under the laws of the State of Califomia that the foregoing s: land: data: lraforms:distrib:D-8. doc 9/97 REV. 02/01 -11-800475-S EXHIBIT A LEGAL DESCRIPTION OF GRANTOR'S LANDS That portion of Lot H of Rancho Agua Hedionda, according to Map thereof No. 823, filed in the Office of the County Recorder of said County of San Diego, described as Parcels 3 and 4 of a Certificate of Compliance recorded October 30, 2001 as Document No. 2001-0789068 of Official Records of said County of San Diego. s:land:data:lraforms:distrib:D-8.doc 9/97 REV. 02/01 800475-S 2"^ EXHIBIT B LEGAL DESCRIPTION AND DEPICTION OF THE EASEMENT In the event of a conflict between the legal description of the Easement contained in this Exhibit B. and the depiction ofthe Easement contained in Exhibit B-l hereof, the legal description of the Easement shall control. (Overhead Portion) A) The overhead portion of the Easement shall be situated in the location of "Parcel A-2" described and depicted on Exhibits B and Bii, respectively, attached hereto and made a part hereof (Underground Portion) B) The underground portion ofthe Easement shall be situated in the locations of "Parcel A-1" and "Parcel A- 3" described and depicted on Exhibits B and BJ,, respectively, attached hereto and made a part hereof s:land:data:lraforms:distrib:D-8.doc 9/97 REV. 02/01 800475-S EXHIBIT'B' THAT PORTION OF PARCEL 4 OF CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001 AS DOCUMENT NO. 2001-0789067 & 2001-0789068. OF OFFICIAL RECORDS, AS SHOWN ON RECORD OF SURVEY (ROS) 17350, LYING WITHIN LOT 'H' OF RANCHO AGUA HEDIONDA IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE PARTITION MAP THEREOF NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY OF SAN DIEGO, NOVEMBER 16, 1896, DESCRIBED AS FOLLOWS: PARCEL 'A-r: A STRIP OF LAND 6.00 FEET IN WIDTH, LYING 3.00 FEET ON EITHER SIDE OF THE CENTERLINE DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE EASTERLY LINE OF THE NORTH COUNTY TRANSIT DISTRICT RAILROAD (FORMERLY KNOWN AS ATCHISON, TOPEKA AND SANTA FE RAILWAY) AND A POINT WHICH BEARS SOUTH 67°29'44" WEST (RECORD SOUTH 67°29'48" WEST PER PARCEL MAP 19380), 60.00 FEET FROM THE NORTHWEST CORNER OF PARCEL 5 OF CANNON COURT (MS 99-16), IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO. STATE OF CALIFORNIA, ACCORDING TO PARCEL MAP THEREOF NO. 19380, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY DECEMBER 2. 2003, SAID POINT HEREINAFTER REFERRED TO AS POINT 'A' AND THE POINT OF COMMENCEMENT; THENCE ALONG SAID EASTERLY LINE OF SAID SAN DIEGO NORTHERN RAILROAD NORTH 22°30'16" WEST (RECORD NORTH 22°30'12" WEST PER PARCEL MAP 19380). 2.712.15 FEET; THENCE LEAVING SAID EASTERLY LINE NORTH 67'^9'44" EAST. 7.87 FEET TO THE TRUE POINT OF BEGINNING; SAID POINT BEING THE BEGINNING OF A NON-TANGENT 75.40 FOOT RADIUS CURVE CONCAVE WESTERLY. A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 83°43'00" EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE 32.21 FEET THROUGH A CENTRAL ANGLE OF 24°28'32"; THENCE NORTH 18°11'32" WEST, 55.64 FEET TO A POINT HEREINAFTER REFERRED TO AS POINT 'X'; THENCE CONTINUING NORTH 18°11'32" WEST, 30.34 FEET TO THE BEGINNING OF A TANGENT 50.00 FOOT RADIUS CURVE CONCAVE EASTERLY, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 71 °48'28" WEST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE 18.72 FEET THROUGH A CENTRAL ANGLE OF 21 "^^lO"; THENCE NORTH 03°15'38" EAST, 18.97 FEET; THENCE NORTH 18'21'09" WEST. 51.60 FEET TO THE BEGINNING OF A TANGENT 52.00 FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY, A RADIAL LINE THROUGH SAID POINT BEARS NORTH 71°38'51" EAST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE 43.01 FEET THROUGH A CENTRAL ANGLE OF 47°23'38"; THENCE NORTH 65°44'47" WEST, 15.21 FEET TO THE EASTERLY LINE OF SAID NORTH COUNTY TRANSIT DISTRICT RAILROAD AND THE POINT OF TERMINUS. SAID PARCEL CONTAINS 0.037 ACRES, MORE OR LESS. THE SIDELINES OF SAID 6.00 FEET EASEMENT AT THE POINT OF TERMINUS TO BE LENGTHENED AND/OR SHORTENED TO TERMINATE ON SAID NORTH COUNTY TRANSIT DISTRICT RAILROAD EASTERLY LINE. PARCEL 'A-2': A STRIP OF LAND 6.00 FEET IN WIDTH, LYING 3.00 FEET ON EITHER SIDE OF THE CENTERLINE DESCRIBED AS FOLLOWS: BEGINNING AT POINT 'X' DESCRIBED ABOVE IN PARCEL 'A-1', SAID POINT ALSO BEING THE BEGINNING OF A NON-TANGENT 30.00 FOOT RADIUS CURVE CONCAVE NORTHEASTERLY, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 6r08'06" WEST; THENCE EASTERLY ALONG THE ARC OF SAID CURVE 31.79 FEET THROUGH A CENTRAL ANGLE OF 60''42'59" TO THE BEGINNING OF A COMPOUND 90.00 FOOT RADIUS CURVE CONCAVE NORTHWESTERLY. A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 00°25'07" WEST; THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE 106.04 FEET THROUGH A CENTRAL ANGLE OF 67°30'31"; THENCE NORTH 22'=54'36" EAST, 70.73 FEET TO THE BEGINNING OF A TANGENT 19.25 FOOT RADIUS CURVE CONCAVE SOUTHWESTERLY, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 67°05'24" EAST; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE 30.14 FEET THROUGH A CENTRAL ANGLE OF 89M3'12"; THENCE NORTH 66°48'36" WEST, 9.42 FEET TO THE POINT OF TERMINUS. SAID PARCEL CONTAINS 0.033 ACRES, MORE OR LESS. PARCEL 'A-3': A STRIP OF LAND 12.00 FEET IN WIDTH, LYING 6.00 FEET ON EITHER SIDE OF THE CENTERLINE DESCRIBED AS FOLLOWS: BEGINNING AT THE TRUE POINT OF BEGINNING DESCRIBED ABOVE IN PARCEL 'A-1'; THENCE NORTH 22°30'16" WEST. 181.05 FEET TO THE EASTERLY LINE OF SAID NORTH COUNTY TRANSIT DISTRICT RAILROAD AND THE POINT OF TERMINUS. THE SIDELINES OF SAID 12.00 FEET EASEMENT AT THE POINT OF TERMINUS TO BE LENGTHENED AND/OR SHORTENED TO TERMINATE ON SAID NORTH COUNTY TRANSIT DISTRICT RAILROAD EASTERLY LINE. SAID PARCEL CONTAINS 0.050 ACRES, MORE OR LESS. EXHIBIT "B-1" EASEMENT PUT SHEET 1 of 3 LEGAL DESCRIPTION: THAT PORTION OF PARCEL 4 OF CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001 AS DOCUMENT NO. 2001-0789067 <Sc 2001-0789068, OF OFFICIAL RECORDS, AS SHOWN ON RECORD OF SURVEY (ROS) 17350, LYING WITHIN LOT 'H' OF RANCHO AGUA HEDIONDA IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO THE PARTITION MAP THEREOF NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY OF SAN DIEGO, NOVEMBER 16, 1896. ASSESSOR'S NO: 210-010-46-00 BASIS OF BEARINGS: THE BASIS OF BEARINGS FOR THIS DRAWING IS THE CALIFORNIA COORDINATE SYSTEM 1983, ZONE 6, 1991.35 EPOCH, BETWEEN CITY OF CARLSBAD STATIONS CLSB-057 AND CLSB-141 AS SHOWN ON RECORD OF SURVEY 17271 (SEE SHEET 3). I.E. N40'39'22"W OWNER: CABRILLO POWER I LLC 4600 CARLSBAD BLVD. CARLSBAD, CA 92008 PACIFIC OCEAN VICINITY MAP NO SCALE //y\ INDICATES EASEMENT AREA SAN DIEGUITO ENGINEERING, INC. 4407 MANCHESTER, SUITE 105 ENCINITAS. CA. 92024 PHONE: (760) 753-5525 CIVIL ENGINEERING • PLANNING LAND SURVEYING Ad± KAPfYBES, PLS 7442 DATE PW5370 EXHIBIT B-1 EASEMENT PLAT SHEET^2 of 3 SCALE: 1" = 50" 50' 100' \//A INDICATES EASEMENT AREA P.O.C. POINT OF COMMENCEMENT TP.O.B. TRUE POINT OF BEGINNING SAN DIEGUITO ENGINEERING, INC. 4407 MANCHESTER, SUITE 105 ENCINITAS, CA. 92024 PHONE: (760) 753-5525 CIVIL ENGINEERING • PLANNING LAND SURVEYING DATA TABLE LENGTH RADIUS DELTA/BEARING Ll 7.87' — N67-29'44"E L2 55.64' — N18-11'32"W L3 30.34' — N18'11'32"W L4 18.97' — N03'15'38"E L5 51.60' -N18'21'09"W L6 15.21' — N65'44'47"W L7 70.73' -N22'54'36"E LB 9.42' — NfiR-4R'36"W 01 32.21' 75.40' 24-28'32" 02 18.72' 50.00' 2r27'10" 03 43.01' 52.00' 47-73'38" 04 31.79' 30.00' fiO-42'59" 05 106.04' 90.00' 67'30'31" 06 30.14' 19.25' 89*43'12" 3^ PW5370 EXHIBIT "B-1" EASEMENT PLAT SHEET 3 of 3 / PCL 4 / ROS 17350 CLSB-141 N. 1.998491.112 E. 6,226887.845 <T> EXISTING EASEMENT AGREEMENT BETWEEN NORTH COUNTY TRANSIT DISTRICT AND THE CITY OF CARLSBAD RECD. 01/14/2014 AS D0C.#2014-0017925, OF O.R. <2> EXISTING EASEMENT FOR SEWER LIFT STATION, PIPELINES AND APPURTENANT FACILITIES IN FAVOR OF THE CiTY OF CARLSBAD RECD. 07/22/2014 AS DOC.#2014-0306554, OF O.R. PCL 5 PM 19380 NW CORNER. PCL 5 [//A INDICATES PROPOSE EASEMENT AREA P.O.C. POINT OF COMMENCEMENT T.P.O.B. TRUE POINT OF BEGINNING CLSB-57 N. 1,993994.520 E. 6,230749.550 SAN DIEGUITO ENGINEERING, INC. 4407 MANCHESTER, SUITE 105 ENCINITAS, CA. 92024 PHONE: (760) 753-5525 CIVIL ENGINEERING • PLANNING LAND SURVEYING DATA TABLE LENGTH RADIUS DELTA/BEARING Ll 7.87' — N67"29*44"E L2 181.05' — N22-30'16"W L3 60.00' N67-29'44"E L4 814.94' -N32-58'21"W 3r PW5370 AGREEMENT FOR REIMBURSEMENT OF COSTS FOR THE CONSTRUCTION OF A RECYLED WATER PIPELINE TO SERVE THE CARLSBAD ENERGY CENTER PROJECT Between CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water District Act of 1911 and a Subsidiary District of the City of Carlsbad AND CARLSBAD ENERGY CENTER LLC, an indirect wholly owned subsidiary of NRG ENERGY, INC. AGREEMENT FOR REIMBURSEMENT OF COSTS FOR THE CONSTRUCTION OF A RECYCLED WATER PIPELINE TO SERVE THE CARLSBAD ENERGY CENTER PROJECT (NRG ENERGY, INC.) THIS AGREEMENT for Reimbursement of Costs for the Construction of a Recycled Water Pipeline to Serve the Carlsbad Energy Center Project, dated as of fkhnJOii^ to 2015 ("Agreement") is made in San Diego County, California, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a public agency organized underthe Municipal Water District Act of 1911. and a Subsidiary District of the City of Carlsbad ("Districf), and CARLSBAD ENERGY CENTER LLC, an indirect wholly owned subsidiary of NRG ENERGY. INC., ("NRG") a Delaware corporation, with reference to the following recitals: RECITALS A. NRG owns and operates the existing Encina Power Station located within the City of Carlsbad and intends to replace this facility with a new power generation facility known as the Carlsbad Energy Center Project ("CECP"). B. NRG desires to use recycled water at the CECP as part of the operation for generating electric power and has requested recycled water service from District. C. District does not currently have recycled water facilities in or adjacent to the CECP property at this time, but is planning to construct an 18-inch diameter recycled water pipeline in Avenida Encinas ("Project") in 2015 that will terminate at Cannon Road. D. Recycled water service can be provided to the CECP if approximately 3,300 linear feet of 12" diameter pipeline ("Recycled Water Extension") is constructed north from Cannon Road to the CECP. District requires the Recycled Water Extension be a public pipeline, and NRG agrees to provide necessary easements on the CECP parcel. E. NRG recognizes the potential schedule benefit of having the District construct the Recycled Water Extension and acquire necessary permits and easements as part of District's Project. NRG acknowledges that the Recycled Water Extension may be used by District to serve recycled water to other customers in the future. F. District agrees to install, or cause the installation of the Recycled Water Extension, and NRG agrees to reimburse District for costs as set forth in this Agreement. NOW, THEREFORE, the District and NRG agree as follows: 1. Recitals. The Recitals, above, are true and correct and incorporated herein by this reference. 1/12/2015 4:24 PM 51 2. General District Obligations. (a) In consideration of NRG's reimbursement and other undertakings as set forth herein. District agrees to cause the construction of the Recycled Water Extension. Work shall include those improvements as shown on City Drawing No. 474-5, Sheet Nos. 17-21, dated December 12 2014, prepared by Brown and Caldwell (the "Plans") and attached as Exhibit "A", which are incorporated herein by this reference: (i) Approximately 3,365 linear feet of 12-inch diameter recycled water pipeline. (ii) All necessary valves and appurtenances necessary to operate the Recycled Water Extension, including those necessary to connect to the District's pipelines. (b) Any portion of the Recycled Water Extension completed before the effective date of this Agreement shall be included as a part of the Recycled Water Extension for reimbursement, subject to the other provisions of this Agreement. (c) District shall cause the construction of the Recycled Water Extension to be substantially in compliance with the District-approved plans and specifications, and other design documentation for the Recycled Water Extension. 3. General NRG Obligations. (a) NRG shall reimburse District an amount (the "Reimbursement Amount") equal to: (i) the actual cost of Recycled Water Extension subject to the limits authorized by this Agreement, plus (ii) an allowance for overhead and other costs as described in Section 5 below. The Reimbursement Amount shall include all costs associated with the installation of the Recycled Water Extension described in Section 2(a) and shown on the attached Exhibit "A" and approved change orders. The Reimbursable Amount is as estimated and shown in Table 1. (b) The Design Engineering Costs are based upon the District's Amendment No. 5 to Agreement with Brown and Caldwell in the amount of $67,830, dated October 7*^ 2014, attached hereto as Exhibit "B". NRG agrees to reimburse District for these design engineering costs and change orders for the Recycled Water Extension pursuant to the terms and conditions set forth below. 4. Reimbursable Work. (a) Reimbursable Work includes design engineering, construction, construction management and inspection, survey, geotechnical services and easement acquisition costs related and necessary for completion of Recycled Water Extension. 1/12/2015 4:24 PM (b) Reimbursable Design Engineering costs shall be actual costs incurred as defined in the engineering agreement identified in 3(b) above. (c) Reimbursable Construction Costs shall be actual costs incurred pursuant to contract(s) issued as a result of a competitive bidding process. District will solicit for bids and award to lowest responsive bids. Recycled Water Extension shall be bid together with the District's Project. Upon award of a construction contract for the Recycled Water Extension, the actual costs thereof shall be allocated among the categories consistent with the method and process used in Table 1. The parties agree that the costs shown in Table 1 are a fair allocation of the costs. (d) Reimbursable Work shall also include: (i) Design Engineering or Construction Costs incurred pursuant to change orders. (ii) District staff overhead cost at a set 2.5% of actual Reimbursable Construction Costs. (iii) Costs related to preparation of the legal description and plats necessary for easements required for Recycled Water Extension. (iv) Overhead costs for construction management, inspection, and materials testing necessary for the Recycled Water Extension. Said cost shall be 8% of the actual Reimbursable Construction Costs. (e) During the performance of any Reimbursable Work, District shall retain detailed payment records for all items of Reimbursable Work. Payment records may include items such as copies of plans, specifications, engineer's cost estimates, bids received, contracts, change orders, invoices, payment slips, canceled checks, lien releases and other documentation reasonably required by NRG to evidence the completion and payment for each item of Reimbursable Work. Payment of Reimbursable Expenses. (a) NRG agrees to provide District with a deposit for 100% of the estimated cost shown in Table 1 within 30 days of the District's Board's execution of a construction contract for the Project. (b) The estimated cost of the Reimbursable work shown in Table 1 is furnished only for the convenience of NRG. It is intended to reflect the District's general past experience of the cost of similar work under favorable conditions. Because of unforeseen conditions and other factors, the actual cost may be considerably higher or lower than this estimate. Therefore, the estimate is not a warranty by the District of the actual cost. (c) The District will provide NRG with monthly statements to reflect actual Project costs incurred to date and the most current estimate of costs to complete the Project. When actual costs exceed the estimate, the District will invoice NRG for the additional cost. NRG agrees to pay additional cost within 30 days of invoice for those additional amounts. 1/12/2015 4:24 PM (d) If actual cost is less than the deposit amount provided by NRG for the Reimbursable Work, District will refund the difference (without interest) to NRG. 6. Disputes/Claims. If a dispute should arise regarding the performance or interpretation of this Agreement, the following procedure shall be used to resolve any question of fact or interpretation not informally resolved by the parties. Such questions, if they become identified as a part of a dispute among persons operating under the provisions of this Agreement shall be reduced to writing by the principal of NRG or the Director. A copy of such documented dispute shall be fonwarded to both parties involved along with recommended methods of resolution which would be of benefit to both parties. The Director, or principal, upon receipt, shall reply to the letter, including a recommended method of resolution within ten (10) days. If the recommended resolution is unsatisfactory to the aggrieved party, the aggrieved party may request an informal conference to try and informally resolve the disagreement. The meeting shall be held within fourteen (14) days of the request. If an informal meeting is not requested or if an informal meeting failed to resolve the disagreement, a letter outlining the dispute shall be fonwarded to the District Board of Directors for their resolution through the office of the Executive Manager. The Board of Directors may, but is not obligated to resolve the dispute. If the Board of Directors considers the dispute, and directs a solution, the action of the Board of Directors shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties from seeking remedies available to them at law. 7. Notices. Unless otherwise specifically provided herein, all notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly delivered upon personal delivery, or by Federal Express (or similar reputable express delivery service), or by facsimile transmission with back-up copy mailed the same day. or as of the second business day after mailing by United States Certified Mail, return receipt requested, postage prepaid, addressed as shown below. Notices required to be given to Developer shall be addressed as follows: NRG ENERGY, INC. Attention: Regional General Counsel 100 California Street, Suite 650 San Francisco, CA 94111 Telephone: 415.627.1639 Notices to District shall be delivered to the following: CARLSBAD MUNICIPAL WATER DISTRICT c/o City of Carlsbad Attention: Public Works Director 1635 Faraday Avenue Carlsbad, CA 92008 Telephone: (760) 602-2730 FAX: (760)602-8562 1/12/2015 4:24 PM Each party shall notify the other immediately of any changes of address that would require any notice delivered hereunder to be directed to another address. 8. Transfer bv NRG. The obligations and benefits of this Agreement may be transferred by NRG to another entity upon prior approval of the District, such approval not to be unreasonably withheld. 9. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. 10. Governing Law and Venue. This Agreement shall be interpreted and enforced under the laws of the State of California, and venue shall reside in San Diego County, California. 11. Complete Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter contained herein, and supersedes all negotiations, discussions, and prior drafts with respect to this subject matter. 12. Amendment. This Agreement may be amended by a written instrument executed by District and Developer except that no amendment regarding the provisions for reimbursement to Developer shall be valid unless executed by both NRG and the District. 13 Term. This Agreement shall be effective as of the date first above written, and shall terminate on December 31, 2050. 14. No Third Partv Beneficiaries. This Agreement shall not be deemed to confer any rights upon any individual or entity which is not a party hereto, and the parties hereto expressly disclaim any such third-party benefit. 15. Severability. The invalidity or unenforceability of any provision of this Agreement, as determined by a court of competent jurisdiction, shall in no way affect the validity or enforceability of any other provision hereof. 1/12/2015 4:24 PM HI TABLE 1 Estimated Unit Total Item Item Description Units Quantity Price Price CONSTRUCTION COST 1 12" PVC C900 Pipe LF 3363 150 $504,450 2 12" Gate Valve EA 4 5,000 $20,000 3 Air Release Valve (AVA) EA 1 6,000 $6,000 4 Blow-off & MAR EA 6 5,000 $30,000 5 Surface Repair (Paved) LF 2200 30 $66,000 6 Surface Repair (unpaved) LS 1163 18 $20,934 7 Mobilization (8%) LS $52,431 8 Traffic Control LS 1 5,000 $5,000 9 Storm Water BMPs LS 1 3,000 $3,000 SUBTOTAL CONSTRUCTION COSTS $707,815 20% CONTINGENCY $141,563 TOTAL CONSTRUCTION COST $849,378 DESIGN AND ADMINISTRATION COSTS District Staff Overhead (2.5%) Design (B&C) Easement (plat and legal) Const Mgt/lnsp/Test (8%) TOTAL ADMINISTRATIVE COST $21,234 $67,830 $2,500 $67.950 $159,514 TOTAL PROJECT COST $1,008,892 1/12/2015 4:24 PM IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. CARLSBAD ENERGY CENTER LLC a Delaware limited liability company By: (sign here) (print name and title of signatory) CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water District Act of 1911 and a Subsidiary District ofthe City of Carlsbad, California I, President WOA^ B^ara Engle^oH Secretary (Proper notarial acknowledgment of execution by Contractor must be attached. Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Othenwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.) APPROVED AS TO FORM: Celia A. (BrewecT'Seneral Counsel Doputy General Counsel 1/12/2015 4:24 PM 4-' CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF SAN FRANCISCO On January 12, 2015 before me, J.M. Bergman, Notary Public, personally appeared John Chillemi, J.M.BERGMAN i COMM. #2046489 Notary Public • California § Contra Costa Cor' My Comm. Expires Nov. Contra Costa Countv 20,.2017( who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, 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 Califomia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature denature of > fignature of Notary Public Place Notary Seal Above OPTIONAL Description of Attached Document Title of Type of Document: Agreement for Reimbursement of Costs for the Construction of a Recycled Water Pipeline to Serve the Carlsbad Energy Center Project Document Date: January 12, 2015 Number of Pages: 8 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189 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 />( M0 9lllllf ) On Date personally appeared before me, I , 1 Hare Insert Namerand Title of the-Officer Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person^ whose name(^ is/afe subscribed to the within instrument and acknowledged to me that he/sho/thoy executed the same in his/her/their authorized capacity(4e^, and that by his/bcr/thGlr signature(s) on the instrument the person^©), or the entity upon behalf of which the person(s) acted, executed the instrument. * ' ' - - - I I a I MORGEN FRY Commission #2091497 Notary Public - CaWomii San Oiego County LgojWjLl«Plfe« Dw 24. Mii I I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary^Pub Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Document Date: • Corporate Officer — Title(s): • Partner — • Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: Signer's Name: • Corporate Officer — Title(s): • Partner — • Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: ©2014 National Notary Association • www.NationalNotary.org • 1 -800-US NOTARY (1 -800-876-6827) Item #5907 10 KU oi>iioa iAj>o\si.3iiHS-noovo\"'r = o 3 c £ ^ o < Isii "> £ J c S tt, z i Ul < D £ si is ^> >8 is O §2 < o y Hi gii lli o z i O <t Q li: O O o o z 5 M * X u O Q z 1 Ul < p as lis lis ill tit 85 S Q [ii [5! mi liSi z 3 t- I So Sis -12° 5 ills 1. DC>- K Soil. 5 UJ HI a NOIiVnNLLNOO MOJ Z^-Q 133HS 33S - 3Nn HOIVW "TTT 5^5 tf 3 is ill 1 iirti3-3vSi.33aHS-E\aavowun K w perA»a ••wsua ipmwv • aa*BeiH¥0) »o AJIO w NOIiVnNllNOO aOJ u-o J.33HS 33S - 3Nn Hoivm I I ' I ^ No'ivnNiiNob'aod u-o "33HS sis - 3Nn Hoivn iiii 41 X Q S W K -J 5 w o < s S u X 52 ills o p. si ^1 SSI is O 5|S| ?EEE Sip 3 S In Z ii O (0 u < O IL u; y X O z tea u UJ UJ is Eii i|2 < Q O ill as gjuj a H 111 O o O g < iii lis ii! • z o £ O fS Q W -> UJ z S ^ S « D 'Mi i2 Si is ii is. S5 Z 3 S Q Q K ^ ^"1 _l < So* . i « o z jij y Q ^ lis i33HS 33S -3Nn HOiVW Q o ?i 8 pi UJ 5 g o NOIiVnNliNOO aOd SkO i33HS 333 - 3Nn HOiVlM I I I ffi S « 3 mi TiAi>3\ai333HS-jiaav»«un *»M ixp/Mu trnmua BPHWAV- Ba«cn(vD)(o AID 'nwHiraaweeia uiis-o«»i»iojd\:d lu^d 4^ EXHIBIT "B" PWENG737 AMENDMENT NO. 5 TO AGREEMENT FOR DESIGN OF A RECYCLED WATER UNE IN AVENIDA ENCINAS BROWN AND CALDWELL This^Apendment No. 5 is entered Into as of the 2 day of J-'<Ha.»-''^ . 2014, amending the agreement dated December 17, 2009 (the "Agreemenf) by and between the Carisbad Municipal \A^ter District, a Public Agency organized under the Munldpal Water Act of 1911, and a Subsidiary District of the City of Carlsbad C'CMWD"), and Brown and Caldwell, a private employee-owned company, ("Contractor") (collectiveiy, the Tariies"). RECITALS A. On October 5, 2010, the Parties executed Amendment No. 1 to the Agreement to extend the agreement time period for one (1) acMitional year; and B. On August 11,2011, the Parties executed Amendment No. 2 to the Agreement to aiter the Agreement's scope of woric to provide additional design services for the extension of the recycled water r^peline in Avenida Encinas between Palomar Airport Road and the Encina Water Pollution Control Facility; and 0. On November 15,2011, the Parties executed Amendment No. 3 to the Agreement to extend the agreement time period for one (1) additional yean and D. On February 5,2013, the Parties executed Ratification of Amendment No. 4 to the Agreement to extend the agreement tbne perk>d for three (3) additional years and amend the scope of work to Include additional design services; and E. The Parties desire to alter the scope of woric to include additional design services to extend the recycled water pipeline alignment to serve NRG and the Agua Hedionda Lift Station; and F. The Parties have negotiated and agreed to a supplemental scope of woric and fee schedule, which is attached to and incorporated in by this reference as Exhibit "A", Scope of Sen/ices and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as foHows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time. Contractor will provide those services descrifc>ed in Exhibit "A". 2. CMWD will pay Contractor for all woric assoc;iated with those sendees described in Exhibit "A* on a time and materiais basis not-to-exceed sixty seven thousand eight hundred thirty dollars ($67,830). Contractor will provide CMWD, on a monthly basis, copies of invoices sufficiently detailed to indude hours performed, houriy rates, and related activities and costs for approval by CMWD. 3. Contractor will complete all woric described in Exhibit *A" by December 16,2015. 4. Ali other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. General Couns^ Approved Version 1/30/13 60 PWENG737 5. Ail requisite insurance policies to be maintained by the Contrador pursuant to the Agreement, as may have been amended ftx>m time to time, will Include (X}verage for this Amendment 6. The individuals executing this Amendment and the insmiments referenced in it on behalf of Contrador each represent and warrant that they have the legal power, right and actual authority to bind Contrador to the ternns and conditicms of this amendment. CONTRACTOR BROWN AND CALDWELL, a private employee-owned company By: (sign he(%) . (print name/title) CARLSBAD MUNICIPAL WATER DISTRICT, a Pubiic Agency organized under the Munldpal Water Ad of 1911, and a Subsidiary Distrid of the City of Carisbad President,^ ATTEST: By: (sign here) (print name/title) BARBARA ENGLESON Secretary If required by CMWD, proper notarial acknowledgment of execution by contrador must be attached. If a oorooration. Agreement must be signed by one corporate officer from each of the following two groups. Chaimnan, President, or Nflce-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a nssolution certified by the secretary or assistant secretary under corporate seal empowering the offk»r(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, General Counsel By: nt Genei nsel General Counsel Approved Verston 1/30/13 5| EXHIBIT "A" Avenida Endnas Recycled Water Pipeline IModiffcations Canon Road to LS - Schedule D Scope of Work and Fee September 9,2014 1. Project Management & Administration - Project team coordination. Project Management, invoIcJng, internal/external meetings, status reports and project controls. 2. Design alignment for 12-inch PVC for DRW, parallel to the forcemain pipeline. Design to be added to Schedule 0 drawing set 3. Preferred alignment of RW pipeline shall be within the existing 30 foot City easement paralleling the HDPE force main. 4. aty to provide direction on any separation concems other than as required by State Regulations (min. 4' ODtoOD) 5. RW Pipeline extension design to connect to existing 12-inch reducer and blind flange. (See Schedule D, Detail B/C-11). No hot tap connection. 6. A gravity sewer sen/ice connection is to be provided for the power plant dty to provide location and size of connection required. Connection will be similar to a standard service connectton based on Qty standard detail. 7. Review and update utility background based upon available record information. Qty to provide current CAD fonmat Record Drawings for SDGE and DesaHnation plant improvements. (SOGE/DesaL/A* sewer main (Desal)/HDD profile). No further utility field sun/ey to be provided in scope. 8. Add call out to restore paved areas per City of Carlsbad standard drawings as part of trench detail. No additional drawings sheets of restoration, restoration limits and overiay (similar to Schedule Q are included in the SOW. 9. No additional traffic control, sun/ey or potholing is anticipated or included in SOW. City to provide available potholing data at Cannon Road performed for the desalination project. 10. No additional traffic control design or drawings included In SOW. Contractor will be responsible for any additional traffic control per notes added to plan sheet 10 5^ M t 3 8| 81 81 Is 81 8l m 81 |8l 81 8 I /I 53 RESOLUTION NO. 2015-9 A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF VISTA, CALIFORNIA, APPROVING AN EASEMENT AGREEMENT BETWEEN CABRILLO POWER, LLC AND THE SAN DIEGO GAS & ELECTRIC COMPANY The City Council of the City of Vista does resolve as follows: 1. Findings. The City Council hereby finds and declares the following: A. The existing Agua Hedionda Sewer Lift Station and existing Vista/Carlsbad Interceptor Sewer were built in the early 1960's and do not have adequate capacity to convey the sewage flows projected for this basin. B. On February 26, 2002, Vista and Carlsbad ("Parties") entered into an Agreement for Ownership, Operation and Maintenance of the Vista/Carlsbad Interceptor Sewer. C. The Sewer Master Plans for the Parties include a recommendation that the Agua Hedionda Sewer Lift Station and reaches VC11B-VC15 of the Vista/Carlsbad Interceptor Sewer be replaced with larger pipes and pumps to increase the capacity necessary to convey future flows ("Project"). D. On September 13, 2011, the City Council approved an agreement with the City of Carlsbad for the planning and design ofthe Agua Hedionda Lift Station. E. On June 11, 2013, the City Council approved the Amended and Restated Agreement for Ownership, Operation, and Maintenance of the Vista/Carlsbad Interceptor Sewer, which allows for the city of Vista and Carlsbad to jointly undertake improvements to the interceptor sewer system, including the Agua Hedionda Lift Station. F. On June 10, 2014, the City Council adopted the FY 2014/15 Capital Improvement Program allocating the required funding to construct the Agua Hedionda Sewer Lift Station and Vista/Carlsbad Interceptor Sewer, reaches VC11B-VC15. G. The Parties are proceeding with the Project which will be located, in part, on land owned by Cabrillo Power, LLC which is subject to utility easement in favor of San Diego Gas & Electric Company (SDG&E). H. To proceed with the Project, it is necessary for the Parties to enter into an Easement Agreement with Cabrillo Power, LLC and SDG&E for the new Agua Hedionda Sewer Lift Station ("Easement Agreement"). 2. Action. A. The Easement Agreement is approved. [continued on following page] RESOLUTION NO. 2015-9 CITY COUNCIL OF THE CHARTERED CITY OF VISTA PAGE 2 B. The Mayor is authorized to execute the Easement Agreement on behalf of the City. 3. Adoption. PASSED AND ADOPTED at a meeting of the City Council held on January 27, 2015, by the following vote: AYES: MAYOR RITTER, AGUILERA, CAMPBELL, RIGBY, FRANKLIN NOES: NONE ABSTAIN: NONE APPROVED AS TO FORM: DAROLD PIEPER, CITY ATTORNEY JUDY Rl^R. MAYOR ATTEST: MARCI KILIAN, CITY CLERK APPROVED Jonathan B. Stone 1524 011415 EXH 2 Reso.docx Agua Hedionda Sewer Lift Station, Vista/Carlsbad Interceptor Sewer Reaches VC11B to VC15, and Avenida Encinas Recycled Water Line Project City Council Meeting February 10, 2015 Project Elements •140’ Long Steel Truss Bridge •33 MGD Sewer Lift Station •4000 L.F. Sewer Forcemain •6800 L.F. of 54” Gravity Sewer •11,000 L.F. of Recycled Water Pipeline 2 Lagoon Bridge Agua Hedionda Sewer Lift Station Encina Power Plant Gravity Sewer & Recycled Water Pipeline Palomar Airport Rd. Encina Water Pollution Control Facility Existing Gravity Sewer Background •Originally built in 1964 •Jointly owned –Cities of Carlsbad and Vista •Operated by Encina Wastewater Authority •Lift Station and Trestle at End of Useful Life •Does not have sufficient capacity for build out Existing Structures to be Removed 4 Existing Structures to be Removed (cont.) 5 Site Plan 6 Existing Sewer Lift Station YMCA Proposed Sewer Lift Station Future Site of Power Plant Bridge Southwest & East Elevations 7 Proposed Piping –Avenida Encinas 8 Trenching Horizontal Directional Drill Trenching Proposed Piping –Avenida Encinas (cont.) 9 Trenching Microtunneling Trenching Proposed Piping –Avenida Encinas (cont.) 10 Microtunneling Microtunneling Palomar Airport Road EWPCF Project Costs Estimated Construction Cost $43,000,000 Contingency $ 3,400,000 Construction Management & Administration $ 6,402,000 Engineering & Environmental $5,800,000 Gas Line Relocation $ 2,900,000 TOTAL PROJECT COST $61,542,000 Current Appropriation $57,900,000 Projected Budget Deficit $ 3,642,000 11 Cost Distribution Total Project Costs $61.5 million Sewer Facilities $56.7 million Carlsbad $20.0 million Vista $36.7 million Recycled Water Pipeline $4.8 million Carlsbad $ 3.8 million Carlsbad Energy Center, LLC $ 1.0 million 12 Schedule •Award Project –April 2015 •Begin Construction –June 2015 •Complete Project –Summer 2017 13 Questions 14