HomeMy WebLinkAboutRPI Carlsbad LP; 2021-05-12;INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT ("Agreement") dated
May 12, 2021 ("Effective Date") is entered into by and between RPI Carlsbad, LP, a
Delaware limited partnership ("RPI"), whose address for notices is 2525 El Camino Real,
Suite 137, Carlsbad, CA 92008, and the City of Carlsbad, a California municipal
corporation (the "City", and togetherwith RPI, the "Parties"), whose address for notices
is 1200 Carlsbad Village Drive Carlsbad, CA 92008, with reference to the following facts:
A. RPI and the City intend to enter into negotiations for the · potential transfer,
redevelopment and/or reuse of certain real property designated as Public Parking
Land that is described in attached Exhibit A and conceptually depicted in attached
Exhibit B (the "City Owned Land"), together with all improvements on the City
Owned Land (together, the "Property"). The Property is adjacent to and adjoins
the regional shopping center known as The Shoppes at Carlsbad (formerly known
as Plaza Camino Real) (the "Shopping Center") which is operated by RPI.
B. City acquired the Property from Plaza Camino Real, RP l's predecessor-in-interest,
through a bond issuance by the Carlsbad Parking Authority to facilitate private
investment into, and development of, the Shopping Center. The acquisition ·
provided a means for City to diversify its economic base and to create a revenue
stream to City's general fund through collection of sales tax, property tax, business
licenses and other proceeds. ·
C. The grant deeds conveying the City Owned Land together with certain other
agreements regarding, among other things, construction, manage,ment, operation,
maintenance and use of the City Owned Land, contain various easements, rights-
of-way, covenants, conditions and restrictions, rights of reentry and reversionary
interests (collectively, the "Easements and Restrictions") limit the City's use of
the City Owned Land to public use as a municipal parking lot available to the public.
The Easements and Restrictions are for the benefit of the Grantor under the grant
deeds, Grantor's successors and assigns, the owners of certain real property
adjoining the City Owned Land, including adjoining Lots 2, 3, 4, 5, 6, 10, 11, 12,
13, 14, 15, 17, 18, 19, 20, 23, 24, 25, 28 and 29 of Tract CT 76-18 (the "Adjoining
Lots"), tenants and other occupants of the Shopping Center and Adjoining Lots,
the holders of the easements on, under and over the City Owned Land, and the
public (the "Benefitted Parties").
D. On April 20, 2021, the Carlsbad City Council adopted Resolution No. 2021-090
(the "Resolution"), authorizing City staff to work with Brookfield Properties (RPI),
Cabrillo Power I LLC and Carlsbad Energy Center LLC (collectively "NRG") and
San Diego Gas and Electric ("SDG&E") to relocate the SDG&E North Coast
Service Center ("NCSC"), currently located near the northeast corner of Carlsbad
Boulevard and Cannon Road, to a portion of the Property, in order to facilitate the
transfer of the current NCSC site, as well as other properties, to the City. The
Resolution provides, among other things, that RPI and the City will enter into an
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IMANAGED0CS 121163-00000009/3285311.13
Indemnification and Hold Harmless Agreement with respect to the City's
participation in negotiations with RPI, NRG and SDG&E relating to relocation of
the NCSC and related matters.
E. RPI and City understand it is reasonably foreseeable that there could be potential
claims, including challenges or litigation asserted against the City by one or more
of the Benefitted Parties (other than RPI as successor to Granter) or the public
asserting that efforts related to the transfer, redevelopment and/or reuse of the
Property by RPI and relocation of the NCSC to the Property (if and when agreed
to by the Parties and SDG&E) (the "RPI Redevelopment Actions"), in each
instance arising out of actions during the Term, and that City's participation in such
negotiations and/or accepting, considering, and processing RPl's applications for
the RPI Redevelopment Actions (the "RPI Redevelopment Applications")
violates the provisions of any of the Easements and Restrictions (the "Potential
Claims").
F. In accordance with the Resolution and in.recognition of the City's willingness to
participate in negotiations related to the potential transfer, redevelopment and/or
reuse of the Property as contemplated herein, RPI is willing to indemnify and hold
harmless the City from all the Potential Claims as set forth in Section 1 hereof.
THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which
is hereby acknowledged, the Parties hereto agree as follows:
1. RPl's Indemnity and Hold Harmless. RPI unconditionally releases, and shall
and does hereby agree to indemnify, protect, defend (with counsel reasonably
acceptable to the City), and hold harmless the City, its Council members, officers,
employees, agents, and representatives, from and against any and all liabilities,
losses, damages, demands, claims and costs, including court costs and
reasonable attorneys' fees incurred by or asserted against the City arising, directly
or indirectly, from the Potential Claims, including, without limitations, any claims by
any of the Benefitted Parties (other than RPI Carlsbad) that City's participation in
such negotiations violates the provisions of any of the Easements and Restrictions.
RPI waives any and all rights to assert that any actions by the City directly or
indirectly related to the consideration, but not approval, of (i) the RPI
Redevelopment Actions and (ii) the relocation of the NCSC to a portion of the
Property in conjunction with RPI Redevelopment Actions, violate any provisions of
the Easements and Restrictions. This release, indemnity and hold harmless
obligation shall survive the expiration or early termination of this Agreement or the
withdrawal or termination of any of RPl's Redevelopment Applications for any
Potential Claims that arose out of actions during the Term.
2. Term and Termination. The parties agree that this Agreement shall terminate
upon the earlier of: (a) one party giving written notice terminating the negotiations;
or (b) the parties entering into a new agreement that supersedes this Agreement
(such period from the Effective Date to such termination date, the "Term"). Upon
termination, except as otherwise expressly provided in Section 1, above, and
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IMANAGEDOCS 121163-00000009/3285311.13
j
Section 3 (g-h), below, all rights and obligations of the parties as provided herein
shall terminate and shall have no further force and effect.
3. Miscellaneous.
(a) Notwithstanding anything contained in this Agreement, nothing in this
Agreement constitutes a binding agreement with respect to any of the RPI
Redevelopment Actions. RPI acknowledges that any undertaking related to
the Property is uncertain and that the activities contemplated by this
Agreement do not suggest that City will ultimately approve any development
plan submitted by RPI or the transfer, redevelopment and/or reuse of the
Property. This Agreement shall not be construed as a grant of development
rights or land use entitlements for any project.
(b) This Agreement does not alter, modify or amend any existing agreements
between RPI and City for operation of the Shopping Center and the City
. Land, including, without limitation, the Grant Deeds, nor shall it be construed
as a waiver of any of RPl's reserved rights arising thereunder, except as
expressly set forth in Section 1 above.
(c) This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and may be amended solely by an
agreement in writing executed by both parties hereto. This Agreement shall
be governed by and construed in accordance with the laws of California,
excluding principles of conflict of laws.
(d) In the event of any controversy, claim or dispute arising from this Agreement
or the interpretation hereof, including but not limited to whether a party has
an indemnity obligation hereunder, the prevailing party in any such dispute
shall be entitled to recover from the non-prevailing party the costs and
expenses of the prevailing party in such controversy, claim or dispute,
including without limitation its actual reasonable expenses for attorneys,
accountants, experts and others.
(e) If any provision of this Agreement is determined by a court of competent
jurisdiction to be void or unenforceable, such determination shall not affect
the other provisions of this Agreement, all of which shall remain in full force
and effect.
(f) This Agreement shall be binding upon and inure to the benefit of the heirs,
successors and assigns of the parties hereto.
(g) RPI agrees to maintain a net worth of at least $37,500,000. This net worth
obligation shall expire one year after the expiration of the Term (as defined
in Section 2 above), provided that no claims arising, directly or indirectly,
from the Potential Claims have been submitted to the City (the "One Year
Anniversary Pending Claims"). In the event that, as of the date that is
one year after the expiration of the Term, there then exist any One Year
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IMANAGED0CS 121163-00000009/3285311.13
Anniversary Pending Claims, then the net worth obligation described above
shall expire on the date that all such One Year Anniversary Pending Claims
have been finally adjudicated, settled or dismissed, as the case may be. In
any event, RPI shall have the right (but not the obligation) at any time during
the Term and during any period thereafter that there then exists any One
Year Anniversary Pending Claim to substitute a guarantor with a net worth
not less than the net worth then required of RPI hereunder for RPl's
indemnification obligations hereunder, whereupon RPI shall released from
its indemnification and net worth obligations hereunder without any further
action by the Parties hereto ..
(h) In the event RPI Carlsbad conveys its entire interest in the Shopping Center,
it shall have the right to assign this agreement and its obligations hereunder
to the purchaser of the Shopping Center provided that either: (i) such
purchaser, after acquisition of the Shopping Center, will have net worth of
at least $37,500,000 (inclusive of the value of the Shopping Center); or (ii)
such purchaser, after acquisition of the Shopping Center, together with a
guarantor proposed by such purchaser, will have a combined net worth of
at least $37,500,000 (inclusive of the value of the Shopping Center). From
and after the date of such assignment and assumption, RPI Carlsbad will
be fully and automatically released from its obligations hereunder without
any further action required by the Parties hereto.
(i) This Agreement may be executed in any number of counterparts, all of
which when fully executed shall constitute one and the same agreement. It
shall be necessary to account for only one such fully executed counterpart
in proving this Agreement.
G) The recitals set forth above form a material part of this Agreement and are
hereby incorporated by reference as though fully set forth.
(k) The parties hereto have the legal right, power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby, and
the execution, delivery and performance of this Agreement have been duly
authorized and no other actions, consents or waivers by any other party are
required for the validity and binding execution, delivery and performance of
this Agreement.
(I) The Effective Date of this Agreement is the date first set forth above.
[SIGNATURES ON FOLLOWING PAGE]
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IMANAGED0CS 121163-00000009/3285311.13
EXHIBIT A
Description of City Owned Land
LEGAL DESCRIPTION
Order Number: NCS-891930-5D
Page Number: 13
Real property in the City of Carlsbad, County of San Diego, State of California, described as
follows:
PARCEL 1:
LOTS 1, 7, 16, 22, 26 AND 27 OF CARLSBAD TRACT NO. CT-76-18 (PLAZA CAMINO REAL
SHOPPING CENTER), IN THE CITY OF CARLSBAD, COUN1Y OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO MAP THEREOF NO. 8956, FILED IN THE OFFICE OF THE COUN1Y
RECORDER OF SAN DIEGO COUN1Y, AUGUST 11, 1978.
EXCEPT FROM THOSE LOTS LYING WITHIN SECTION 32, TOWNSHIP 11 SOUTH, RANGE 4
WEST, SAN BERNARDINO MERIDIAN, HEREIN DESCRIBED, ALL MINERAL RIGHTS AND ALL OIL,
GAS PETROLEUM OR OTHER HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING SAID
LAND WITHOUT RIGHT OF SURFACE ENTRY AS RESERVED IN DEEDS EXECUTED BY
REGINALDO MARRON AND CAROLINE MARRON, RECORDED IN BOOK 6699, PAGE 264 OF
OFFICIAL RECORDS, AND IN BOOK 7712 PAGE 477 OF OFFICIAL RECORDS.
ALSO EXCEPT FROM THOSE LOTS LYING WITHIN SECTION 32, TOWNSHIP 11 SOUTH, RANGE 4
WEST, SAN BERNARDINO MERIDIAN, HEREIN DESCRIBED ALL OF THE OIL, GAS AND MINERALS
AND MINERAL RIGHTS, LYING BENEATH A DEPTH OF 500 FEET FROM THE SURFACE OF SAID
LAND, TOGETHER WITH THE RIGHT OF ENTRY AT ANY POINT IN SUCH LAND LYING BELOW
SAID DEPTH FOR THE PURPOSES OF EXPLORING, DRILLING, CONVEYING AND REMOVAL OF
ANY SUCH SUBSTANCES AND INSTALLATION OF EQUIPMENT AND PIPELINES FOR SUCH
PURPOSES, PROVIDED THAT ANY SUCH ENTRY AND ACTIVITY UPON SAID LAND FOR SUCH
PURPOSES SHALL BE CARRIED OUT IN SUCH A MANNER AS TO AVOID ANY INTERFERENCE
WITH THE USE OF THE SURFACE OF SAID LAND, AS EXCEPTED IN DEEDS, FROM FAWCO, A
PARTNERSHIP, WILLIAM S. BARTMAN, FRED A. BARTMAN, JR., BERNARDO CITRON AND HARRY
J. L. FRANK, JR., RECORDED APRIL 21, 1966 AS INSTRUMENT NOS. 66913 AND 66568 OF
OFFICIAL RECORDS.
PARCEL 2: APN:156-302-24
A PORTION OF LOTS 9 AND 17 OF CARLSBAD TRACT NO. 76-18 ACCORDING TO MAP THEREOF
NO. 8956, FILED IN THE OFFICE OF THE COUN1Y RECORDER OF SAN DIEGO COUN1Y, STATE
OF CALIFORNIA, ON AUGUST 11, 1978, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF THE NORTH HALF OF THE NORTHEAST QUARTER
OF SECTION 31, TOWNSHIP 11 SOUTH, RANGE 4 WEST: THENCE NORTH 69°30'06" EAST,
425.89 FEET TO A POINT CALLED "POINT A" FOR THE PURPOSE OF THIS DESCRIPTION:
THENCE CONTINUING NORTH 69°30'06" EAST, 188.30 FEET: THENCE SOUTH 15°19'26" EAST,
40.85 FEET; THENCE NORTH 74°30'00" WEST, 138.88 FEET TO THE BEGINNING OF A CURVE
CONCAVE NORTHEASTERLY HAVING A RADIUS OF 95.00 FEET, SAID POINT BEING IN THE
WESTERLY RIGHT-OF-WAY LINE OF HAYMAR DRIVE, A RADIAL LINE OF SAID CURVE THROUGH
SAID POINT BEARING SOUTH 74°30'00" WEST: THENCE SOUTHEASTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 112°09'13", A DISTANCE OF 185.96 FEET TO THE BEGINNING
OF A REVERSE CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 205.00 FEET; THENCE
EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 35°09'13", A DISTANCE OF
125.78 FEET; THENCE NORTH 89°12'51" EAST, 167.13 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 150.00 FEET; THENCE
EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 31°03'27", A DISTANCE OF
81.31 FEET; THENCE SOUTH 56°32'58" EAST, 100.34 FEET, TO A POINT IN THE WESTERLY
Arst American Title Insurance Company
Order Number: NCS-891930-SD
Page Number: 14
RIGHT-OF-WAY LINE OF EL CAMINO REAL (126.00 FEET WIDE); THENCE SOUTH 03°45'47"
EAST, 10.00 FEET; THENCE LEAVING SAID RIGHT-OF-WAY LINE SOUTH 86°14'13" WEST,
110.00 FEET; THENCE SOUTH 03°45'47" EAST, 174.00 FEET; THENCE NORTH 86°14'13" EAST,
110.00 FEET TO THE HEREINBEFORE MENTIONED RIGHT-OF-WAY LINE; THENCE SOUTH
03'45'47" EAST, 466.32 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE EASTERLY
HAVING A RADIUS OF 2,563.00 FEET; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 03°58'47", A DISTANCE OF 178.03 FEET TO THE BEGINNING OF A
REVERSE CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 50.00 FEET, SAID POINT
BEING IN THE NORTHERLY RIGHT-OF-WAY LINE OF MARRON ROAD (73.00 FEET WIDE);
THENCE SOUTHWESTERLY ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 77°44'34" A
DISTANCE OF 67.84 FEET; THENCE SOUTH 70°00'00" WEST, 885.08 FEET; THENCE WEST,
577.18 FEET; THENCE NORTH 76°30'00" WEST, 347.95 FEET; THENCE NORTH, 199.29 FEET;
THENCE EAST, 146.59 FEET TO A POINT IN A NON-TANGENT CURVE CONCAVE
SOUTHWESTERLY HAVING A RADIUS OF 50.00 FEET, A RADIAL LINE OF SAID CURVE THROUGH
SAID POINT BEARING NORTH 70°29'59" EAST; THENCE SOUTHERLY ALONG SAID CURVE
THROUGH. A CENTRAL ANGLE OF 19°30'01", A DISTANCE OF 17.02 FEET; THENCE SOUTH 88.50
FEET; THENCE EAST, 249.95 FEET; THENCE NORTH, 105.19 FEET; THENCE EAST, 280.90 FEET;
THENCE SOUTH 20°00'00" EAST, 60.98 FEET; THENCE NORTH 70°00'00" EAST, 271.17 FEET;
.THENCE NORTH 20°00'00" WEST, 20 FEET; THENCE NORTH 70°00'00" EAST 89.48 FEET;
THENCE NORTH 20°00'00" WEST, 62.00 FEET; THENCE NORTH 70°00'00" EAST, 329.06 FEET;
THENCE NORTH 20°00'00" WEST, 190.00 FEET; THENCE NORTH 70°00'00" EAST, 45.00 FEET;
THENCE NORTH 20°00'00" WEST, 76.00 FEET; THENCE SOUTH 70°00'00" WEST, 326.42 FEET;
THENCE WEST, 232.88 FEET; THENCE NORTH 30.10 FEET; THENCE NORTH 20°00'00" WEST,
21.72 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHWESTERLY HAVING A
RADIUS OF 10.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL
ANGLE OF 70°00'00", A DISTANCE OF 12.22 FEET; THENCE WEST, 185.24 FEET; THENCE
NORTH 60°00'00" WEST, 90.00 FEET; THENCE WEST, 140.00 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 10.00 FEET; THENCE
SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00'00", A
DISTANCE OF 15.71 FEET; THENCE SOUTH, 13.67 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 25.00 FEET; THENCE
SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00'00", A
DISTANCE OF 39.27 FEET; THENCE WEST, 2.38 FEET TO THE BEGINNING OF A TANGENT
CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 10.00 FEET; THENCE
SOUTHWESTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°00'00", A
DISTANCE OF 15.71 FEET; THENCE SOUTH, 69.17 FEET; THENCE EAST, 43.05 FEETTOTHE
BEGINNING OF A TANGENT CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 15.00 FEET;
THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 60°00'00", A
DISTANCE OF 15.71 FEET; THENCE SOUTH 30°00'00" EAST, 35.92 FEET, THENCE WEST, 114.97
FEET; THENCE NORTH, 61.00 FEET; THENCE WEST, 75.00 FEET; THENCE NORTH, 49.23 FEET;
THENCE EAST, 50.00 FEET; THENCE NORTH, 73.00 FEET; THENCE WEST, 199.57 FEET; THENCE
NORTH, 241.44 FEIT; THENCE SOUTH 89°42'19" EAST, 404.27 FEET TO THE TRUE POINT OF
BEGINNING.
EXCEPTING THEREFROM THAT LAND DESCRIBED AS FOLLOWS:
COMMENCING AT THE AFOREMENTIONED "POINT A", THENCE SOUTH 05°00'00" EAST, 58.18
FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH 85°00'00" EAST, 327.67 FEET;
THENCE SOUTH 05°00'00" EAST, 104.00 FEET; THENCE SOUTH 85°00'00" WEST, 327.67 FEET;
THENCE NORTH 05°00'00" WEST, 104.00 FEET TO THE TRUE POINT OF BEGINNING.
SAID LAND DESCRIBED AND DELINEATED IN CERTIFICATE OF COMPLIANCE RECORDED APRIL
17, 1979 AS INSTRUMENT NO. 79-156610 OF OFFICIAL RECORDS.
First American Title Insurance Company
Order Number: NCS-891930-5D
Page Number: 15
ALSO EXCEPT FROM THOSE LOTS LYING WITHIN SECTION 32, TOWNSHIP 11 SOUTH, RANGE 4
WEST, SAN BERNARDINO MERIDIAN, HEREIN DESCRIBED, ALL MINERAL RIGHTS AND ALL OIL,
GAS PETROLEUM OR OTHER HYDROCARBON SUBSTANCES WITHIN OR UNDERLYING SAID
LAND WITHOUT RIGHT OF SURFACE ENTRY AS RESERVED IN DEEDS EXECUTED BY
REGINALDO MARRON AND CAROLINE MARRON, RECORDED IN BOOK 6699, PAGE 264 OF
OFFICIAL RECORDS, AND IN BOOK 7712 PAGE 477 OF OFFICIAL RECORDS.
ALSO EXCEPT FROM THOSE LOTS LYING WITHIN SECTION 32, TOWNSHIP 11 SOUTH, RANGE 4
WEST, SAN BERNARDINO MERIDIAN, HEREIN DESCRIBED ALL OF THE OIL, GAS AND MINERALS
AND MINERAL RIGHTS, LYING BENEATH A DEPTH OF 500 FEET FROM THE SURFACE OF SAID
LAND, TOGETHER WITH THE RIGHT OF ENTRY AT ANY POINT IN SUCH LAND LYING BELOW
SAID DEPTH FOR THE PURPOSES OF EXPLORING, DRILLING, CONVEYING AND REMOVAL OF
ANY SUCH SUBSTANCES AND INSTALLATION OF EQUIPMENT AND PIPELINES FOR SUCH
PURPOSES, PROVIDED THAT ANY SUCH ENTRY AND ACTIVITY UPON SAID LAND FOR SUCH
PURPOSES SHALL BE CARRIED OUT IN SUCH A MANNER AS TO AVOID ANY INTERFERENCE
WITH THE USE OF THE SURFACE OF SAID LAND, AS EXCEPTED IN DEEDS, FROM FAWCO, A
PARTNERSHIP, WILLIAM S. BARTMAN, FRED A. BARTMAN, JR., BERNARDO CITRON AND HARRY
J. L. FRANK, JR., RECORDED APRIL 21, 1966 AS INSTRUMENT NOS. 66913 AND 66568 OF
OFFICIAL RECORDS.
PARCEL 3: APN:165302-31-00
A PARCEL OF LAND SITUATE IN THE CITY OF OCEANSIDE, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, BEING A PORTION OF SECTION 31, TOWNSHIP 11 SOUTH, RANGE 4 WEST, SAN
BERNARDINO MERIDIAN, ACCORDING TO OFFICIAL PLAT THEREOF, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF THE NORTH HALF OF THE NORTHEAST QUARTER
OF SECTION 31, TOWNSHIP 11 SOUTH, RANGE 4 WEST PER CARLSBAD TRACT NO. 76-18;
THENCE NORTH 69°30'00" EAST, 252.00 FEET, ALONG THE NORTHERLY LINE OF CARLSBAD
TRACT NO. 76-18; THENCE LEAVING SAID NORTHERLY LINE NORTH 71°38'56" WEST, 70.14
FEET TO A LINE PARALLEL WITH AND DISTANT NORTHWESTERLY 44.00 FEET MEASURED AT
RIGHT ANGLES FROM THAT CERTAIN COURSE HEREINBEFORE DESCRIBED AS HAVING A
BEARING AND A DISTANCE OF "NORTH 69°30'00" EAST, 252.00 FEET''; THENCE SOUTH
69°30'00" WEST, 313.24 FEET TO A POINT IN THE NORTHERLY LINE OF SAID CARLSBAD
TRACT NO. 76-18; THENCE SOUTH 89°42'19" EAST, 123.94 FEET ALONG SAID NORTHERLY
LINE TO THE TRUE POINT OF BEGINNING.
PARCEL 4:
Intentionally Deleted.
PARCEL 5: APN:165-120-59-00
THAT PORTION OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SECTION 31,
TOWNSHIP 11 SOUTH, RANGE 4 WEST, SAN BERNARDINO MERIDIAN, IN THE CITY OF
OCEANSIDE, COUNTY OF SAN DIEGO, STATE OFCALIFORNIA, MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF THE NORTHEAST QUARTER OF THE
NORTHEAST QUARTER OF SAID SECTION 31; THENCE ALONG THE SOUTHERLY LINE OF SAID
NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 31, NORTH 89°42'19"
WEST 348.70 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID
SOUTHERLY LINE NORTH 89°42'19" WEST 1127.70 FEET; THENCE LEAVING SAID SOUTHERLY
Rrst American Title Insurance Company
Order Number: NCS-891930-SD
Page Number: 16
LINE OF SAID NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 31,
NORTH 46°36'53" EAST 143.87 FEET; THENCE NORTH 00'00'00" EAST 312.90 FEET MORE OR
LESS (RECORD 312.85 FEET) TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY LINE OF STATE
HIGHWAY 78, AS SHOWN ON CALIFORNIA STATE HIGHWAY MONUMENTATION MAP-MS735;
THENCE NORTH 88°00'18" EAST 543.24 FEET (RECORD 543.32 FEET) ALONG SAID SOUTHERLY
RIGHT-OF-WAY LINE OF STATE HIGHWAY 78; THENCE NORTH 89°41'28" EAST 447.06 FEET;
THENCE LEAVING SAID SOUTHERLY RIGHT-OF-WAY LINE OF STATE HIGHWAY 78, SOUTH
00°24'11" EAST 167.23 FEET; THENCE SOUTH 10°30'00" EAST 111.73 FEET; THENCE SOUTH
00'00'00" EAST 132.24 FEET; THENCE SOUTH 21°30'00" EAST 31.72 FEET MORE OR LESS TO
THE TRUE POINT OF BEGINNING.
SAID LAND DESCRIBED AND DELINEATED AS PARCEL 1 OF CERTIFICATE OF COMPLIANCE
RECORDED MARCH 03, 1992 AS INSTRUMENT NO. 1992-0118339 OF OFFICIAL RECORDS.
APN: 156-302-23 and 156-302-17 and 156-302-24 and 156-302-14 and 156-301-06 and 156-
:301-10 and 156-301-11 and 156-302-31 and 165-120-59
Arst American Title Insurance Company
EXHIBIT 8
Conceptual Depiction of City Owned Land