2025-04-15; City Council; Resolution 2025-082 — Carlsbad City Council, April 15, 2025 (part 3 of 3)

LEGAL DESCRIPTION
(APN: 210-010-47-00 AND 48)(OLD); (APN: 210-010-48-00, 49 AND 50)(NEW):

THAT PORTION OF LOT "H" OF RANCHO AGUA HEDIONDA, IN THE CITY OF

CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO PARTITION MAP THEREOF NO. 823, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, NOVEMBER 16, 1896, DEFINED AS PARCEL 4 IN THAT CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001 AS INSTRUMENT NO. 2001-0789068 OF OFFICIAL RECORDS, DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE EASTERLY LINE OF THE 100.00

FOOT WIDE RIGHT-OF-WAY OF THE ATCHISON TOPEKA AND SANTA FE RAILROAD WITH THE NORTHERLY LINE OF CANNON ROAD (60.00 FEET WIDE); THENCE ALONG SAID EASTERLY LINE NORTH 22°30'13" WEST, 1564.78 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID EASTERLY LINE NORTH 22°30'13" WEST, 1990.35 FEET TO THE BEGINNING OF

A NON-TANGENT CURVE CONCAVE TO THE NORTHWEST HAVING A RADIUS OF 1005.37 FEET, A RADIAL TO SAID BEGINNING BEARS SOUTH 85°54'14" EAST; THENCE NORTHEASTERLY 36.76.FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 02°05'42"; THENCE NON-TANGENT TO SAID CURVE NORTH 22°30'13" WEST, 302.87 FEET; THENCE LEAVING SAID EASTERLY LINE NORTH 61 °25'37" EAST, 14.19 FEET; THENCE NORTH 30°30'37" EAST, 34.90 FEET; THENCE SOUTH 40°47'23" EAST, 63.50 FEET; THENCE SOUTH 69°10'23" EAST, 38.00 FEET; THENCE NORTH 79°19'37" EAST, 285.00 FEET; THENCE NORTH 88°07'37" EAST, 333.14 FEET; THENCE NORTH 81 °53'37" EAST, 13.68

FEET TO THE WESTERLY RIGHT-OF-WAY LINE OF CALIFORNIA STATE HIGHWAY XI-SD-2B (1-5); THENCE ALONG SAID RIGHT-OF-WAY LINE SOUTH 17°57'05" EAST, 204.93 FEET; THENCE SOUTH 12°34'11"EAST, 424.72 FEET; THENCE SOUTH 22°07'51" EAST, 239.68 FEET; THENCE SOUTH 22°30'37" EAST, 1210.91 FEET; THENCE LEAVING SAID RIGHT-OF-WAY LINE SOUTH 67°37'25" WEST, 492.66 FEET; THENCE SOUTH 62°25'13" WEST, 126.26 FEET TO THE

TRUE POINT OF BEGINNING,
TOGETHER WITH THAT PORTION OF SAID LOTH DESCRIBED AS FOLLOWS:

ATTACHMENT B

Page 2 of 3 ends

COMMENCING AT THE NORTHEASTERLY CORNER OF RECORD OF SURVEY NO. 14621, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF

CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 14, 1994 AS FILE NO. 1994-500086, SAID CORNER

BEING ON THE WESTERLY LINE OF THE RIGHT-OF-WAY OF THE ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LINE AND EASTERLY LINE OF SAID RECORD OF SURVEY 14621 SOUTH 28°40'19" EAST, 656.70 FEET TO THE MOST SOUTHERLY CORNER OF SAID RECORD OF SURVEY NO. 14621; THENCE CONTINUING SOUTH 28°40'19" EAST, 275.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID WESTERLY LINE SOUTH 56°25'30" WEST, 61.30 FEET; THENCE SOUTH 04°59'18" WEST, 27.61 FEET; THENCE SOUTH 39°37'42" EAST, 61.38 FEET; THENCE SOUTH 77°21'22" EAST,

49.55 FEET; THENCE SOUTH 26°45'23" EAST, 232.92 FEET; THENCE SOUTH 17°52'19" EAST, 115.92 FEET; THENCE SOUTH 02°16'37" EAST, 55.06 FEET; THENCE SOUTH 24°00'58" WEST, 44.47 FEET; THENCE SOUTH 40°45'14" WEST, 126.60 FEET; THENCE SOUTH 29°41'50" WEST, 83.42 FEET; THENCE SOUTH 27°27'35" WEST, 90.04 FEET; THENCE SOUTH 35°18'30" WEST, 212.59 FEET; THENCE SOUTH 19°22'01" EAST, 108.34 FEET; THENCE SOUTH 30°56'56" EAST, 304.06 FEET; THENCE SOUTH 14°30'21" WEST, 175.27 FEET; THENCE SOUTH 00°09'57" EAST, 123.11 FEET; THENCE SOUTH 26°53'37" EAST, 119.99 FEET; THENCE SOUTH 34°46'51" WEST, 23.60 FEET; THENCE NORTH 61 °27'21" WEST, 142.77 FEET; THENCE NORTH 22°47'32" WEST, 47.01 FEET; THENCE SOUTH 67°12'28" WEST, 16.03 FEET; THENCE SOUTH 22°47'32" EAST, 22.23 FEET; THENCE SOUTH 58°37'31" WEST, 97.99 FEET; THENCE SOUTH 41 °35'28" WEST, 110.44 FEET; THENCE NORTH 74°44'52" WEST, 164.81 FEET; THENCE NORTH 05°57'51" WEST, 202.95 FEET; THENCE NORTH 30°14'20" WEST, 64.23 FEET; THENCE NORTH 64°31'22" WEST, 293.59 FEET TO THE EASTERLY LINE OF THE 100.00 FOOT WIDE CARLSBAD BOULEVARD; THENCE ALONG SAID EASTERLY LINE OF CARLSBAD BOULEVARD SOUTH 24°07'36" EAST, 913.18 FEET TO THE

BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 4050.00 FEET; THENCE SOUTHEASTERLY 348.89 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04°56'09"; THENCE SOUTH 19° 11 '27" EAST,

15.63 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 5216.55 FEET; THENCE SOUTHEASTERLY 900.29 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 09°53'18"; THENCE LEAVING SAID EASTERLY LINE OF CARLSBAD BOULEVARD NORTH 60°43'42" EAST,-103.71 FEET; THENCE NORTH 71°53'50" EAST, 49.05 FEET; THENCE NORTH 88°29'46" EAST, 149.63 FEET; THENCE NORTH 77°06'32" EAST, 80.00 FEET; THENCE NORTH 68°28'15" EAST, 121.97 FEET; THENCE NORTH 63°21 '24" EAST, 220.51 FEET; THENCE NORTH 67°56'35" EAST, 167.57 FEET; THENCE NORTH 76°27'03" EAST, 60.33 FEET; THENCE SOUTH 77°37'06" EAST, 172.85 FEET; THENCE SOUTH 60°55'24" EAST, 66.30 FEET; THENCE SOUTH 45°30'57" EAST, 47.42 FEET; THENCE SOUTH 82°40'44" EAST, 84.31 FEET; THENCE SOUTH 44°29'52" EAST, 52.55 FEET TO SAID WESTERLY RIGHT-OF-WAY LINE OF SAID

ATTACHMENT B

Page 3 of 3 ends

ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LINE NORTH 22°30'13" WEST, 2664.53 FEET; THENCE NORTH 28°40'19" WEST, 835.14 FEET TO THE TRUE POINT OF BEGINNING.

STUART PEACE, RCE 27232

HOWESIWEILERILANDY
197.01 /M/P&L/PCL4.doc

ATTACHMENT B
EXHIBIT "A"

LEGAL DESCRIPTION OF THE LEASED PREMISES
THAT PORTION OF PARCEL 4 PER CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001 AS DOCUMENT NO. 2001-0789068, AND AS SHOWN ON RECORD OF SURVEY NO. 17350, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STA TE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE MOST SOUTHEASTERLY CORNER OF THAT PORTION OF SAID PARCEL 4 LYING WESTERLY OF THE 100.00 FOOT WIDE RIGHT-OF-WAY OF

THE A TC HIS ON TOPEKA AND SANT A FE RAILROAD, ALSO BEING A POINT ON THE WESTERLY LINE OF SAID 100.00 FOOT WIDE RIGHT-OF-WAY OF THE ATCHISON TOPEKA AND SANT A FE RAILROAD; THENCE ALONG SAID WESTERLY LINE, NORTH 22°30'13" WEST, 1173.18 FEET; THENCE LEAVING SAID WESTERLY LINE, NORTH 67°29'47" EAST, 100.00 FEET TO THE EAST LINE OF SAID ATCHISON TOPEKA

AND SANTA FE RAILROAD RIGHT-OF-WAY, SAID POINT ALSO BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY NORTH 22°29'49" WEST 1697.30 FEET; THENCE LEAVING SAID EASTERLY RIGHT-OF-WAY NORTH 67°30' 11" EAST 35.25 FEET; THENCE NORTH 03°20'27" WEST 128.24 FEET; THENCE NORTH 23°1 l '48" EAST 273.84 FEET; THENCE NORTH 29°59'33" WEST 170.17 FEET; THENCE NORTH 65°13'12" EAST 5.12 FEET; THENCE NORTH 68°56'57" EAST

38.24 FEET; THENCE NORTH 70°45' 17" EAST 50.45 FEET; THENCE NORTH 73°29'58" EAST 17.89 FEET; THENCE NORTH 80°48'39" EAST 33.85 FEET; THENCE NORTH 86°35'38" EAST 14.92 FEET; THENCE SOUTH 84°42' 17" EAST 14.47 FEET; THENCE SOUTH 80°47'49" EAST 19.58 FEET; THENCE SOUTH 76°56' 15" EAST 13.02 FEET; THENCE SOUTH 72°06'01" EAST 10.30 FEET; THENCE SOUTH 66°35'57" EAST 7.64 FEET; THENCE SOUTH 57°32'35" EAST 27.34 FEET; THENCE SOUTH 52°07'27" EAST

22.72 FEET; THENCE SOUTH 51°06'00" EAST 10.13 FEET; THENCE SOUTH 66°57'55" EAST 9.35 FEET; THENCE SOUTH 71°16'05" EAST 10.32 FEET; THENCE SOUTH 82°28'35" EAST 98.55 FEET; THENCE SOUTH 85°47'58" EAST 11.00 FEET; THENCE NORTH 84°03'23" EAST 11.69 FEET; THENCE NORTH 70°09' 18" EAST 9.27 FEET; THENCE NORTH 62°30'03" EAST 78.69 FEET TO THE EASTERLY LINE OF SAID PARCEL 4, SAID EASTERLY LINE ALSO BEING THE WESTERLY RIGHT-OF-WAY OF INTERSTATE 5; THENCE ALONG SAID EASTERLY LINE SOUTH 17°57'22" EAST 129.33 FEET; THENCE SOUTH 12°34'27" EAST 424.79 FEET; THENCE SOUTH 22°07' 15" EAST 239.43 FEET; THENCE SOUTH 22°30'42" EAST 1210.88 FEET TO THE MOST EASTERLY CORNER OF SAID PARCEL 4; THENCE LEA YING SAID EASTERLY LINE AND ALONG THE SOUTHERLY LINE OF SAID PARCEL 4 SOUTH 67°37'08" WEST 492.53 FEET; THENCE SOUTH 62°24'55" WEST 126.22 FEET TO THE TRUE POINT OF BEGINNING.

SAID PARCEL OF LAND CONTAINS 28.899 ACRES, MORE OR LESS EXHIBIT "A"

ATTACHMENT B
EXHIBIT 'A*'

LEGAL DESCRIPTION
FOR

THE LEASED PREMISES
THAT PORTION OF PARCEL 4 PER CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30, 2001 AS DOCUMENT NO. 2 001-07 8 90 68, AND AS SHOWN ON RECORD OF SURVEY NO. 17350, IN THE CITY OF CARLSBAD, COUNTY OF SAN

DIEGO, STATE OF CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE MOST SOUTHEASTERLY CORNER OF THAT PORTION OF SAID PARCEL 4 LYING WESTERLY OF THE 100.00 FOOT WIDE RIGHT-OF-WAY

OF THE ATCHISON TOPEKA AND SANTA FE RAILROAD, ALSO BEING A POINT ON THE WESTERLY LINE OF SAID 100.00 FOOT WIDE RIGHT-OF-WAY OF THE

ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LINE, NORTH 22°30'13u WEST, 1319.08 FEET; THENCE LEAVING SAID WESTERLY LINE, SOUTH 67°2 9' 4 7" WEST, 58. 7 2 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 67°31'21" WEST, 229.72 FEET; THENCE NORTH 4 0°0 3' 53" WEST, 199. 13 FEET; THENCE SOUTH 66°28' 4 9" WEST,

45.93 FEET; THENCE NORTH 22°28'46" WEST, 587.13 FEET; THENCE NORTH 67°31'14" EAST, 338.82 FEET; THENCE SOUTH 22°37'35" EAST, 536.65 FEET; THENCE SOUTH 20°08'20" EAST, 115.20 FEET; THENCE SOUTH 22°37'35" EAST, 124.38 FEET TO THE TRUE POINT OF BEGINNING.

ATTACHED HERETO IS A PLAT LABELED EXHIBIT 'A-1*' AND BY THIS REFERENCE MADE A PART THEREOF. ALL DISTANCES SHOWN HEREON ARE GRID DISTANCES. TO COMPUTE GROUND DISTANCES, DIVIDE GRID DISTANCES BY O. 999963440. ALL BEARINGS SHOWN HEREON ARE GRID, BASED UPON CALIFORNIA COORDINATE SYSTEM ZONE 6, NAD-83, AND EPOCH 1991.35.

SAID PARCEL OF LAND CONTAINS 5.703 ACRES, MORE OR LESS
GARY L. -+l
L. S. 7019
DATE
EXPIRATION DATE 6/30/2010
T:\SUR VEY\239812009-07-I3 • Plats\Lcgals\Exhibil A-1-reconfig-Pennnnenl Lease 1\rea-revised2.doc

ATTACHMENT B

SETTLEMENT AGREEMENT TERMINATION AGREEMENT
This Settlement Agreement Termination Agreement (this "Agreement") dated as of April \~, 2025 ("Effective Date") is by and among the City of Carlsbad, a chmter city, located in San Diego County (the "City"), Cabrillo Power I LLC, a Delaware limited liability company ("Cab I"), San Diego Gas & Electric Company, a California corporation ("SDG&E'), Carlsbad Energy Center LLC, a Delaware limited liability company ("CEC'), and Carlsbad Municipal Water District, a public agency organized under the Municipal Water Act of 1911, and a subsidiary district of the City of Carlsbad, California ("CMWD"). The City, Cab I, SDG&E, CEC and CMWD are sometimes referred to in this Agreement collectively as the "Parties" and each individually as a "Party".

RECITALS
A. The Parties entered into that ce1tain Settlement Agreement, dated January 14, 2014 ( the "Original Settlement Agreement"), pursuant to which the Parties settled certain long-standing disputes between the Parties and which provided for ce1tain other transactions specified therein, which Original Settlement Agreement encumbered the real property located in the City of Carlsbad, County of San Diego, State of California which is described on Exhibit A attached hereto. Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to it in the Original Settlement Agreement.

B. The City, Cab I and SDG&E are simultaneously herewith entering into that certain Seaside Transaction Agreement and Settlement Agreement, dated as of the Effective Date.

C. In connection therewith, the Parties have agreed to terminate the Original Settlement Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are acknowledged, each Party agrees as follows:

1. Termination of Original Settlement. It is the intent of the Parties that the Term of the Original Settlement Agreement shall expire on the Effective Date in the same manner and with the same effect as if such date were the date set forth in the Original Settlement Agreement for the expiration of the Term thereof and the Parties agree that any and all obligations that would survive the termination of the Original Settlement Agreement pursuant to its terms, including those set forth in Section 12.19(i) of the Original Settlement Agreement, shall not survive the Effective Date and shall be terminated. This Agreement shall be deemed to be a written agreement of termination in accordance with Section 2.1, and the other te1ms and conditions, of the Original Settlement Agreement. The Parties agree to terminate the Original Settlement Agreement and all obligations of each of them under the Original Settlement Agreement effective as of the Effective Date, including any restriction on conveying, transferring or granting the real property described on Exhibit A attached hereto and any associated Notice of Restriction on Sale or Conveyance of Real Property.
1 US-DOCS\149621923.21

ATTACHMENT C

2. Representations and Warranties of the Parties. Each Party represents and warrants that: (a) such Party has made no assignment, sublease, transfer, or other disposition of the Original Settlement Agreement, any interest in the Original Settlement Agreement, or any demand, obligation, liability, or cause of action arising out of the Original Settlement Agreement; (b) such Party has the full right, legal power and actual authority to enter into this Agreement and to terminate the Original Settlement Agreement without the consent of any person, firm or entity; and ( c) no past, present or future employee of such Party has any claim against any other Party for any reason.

3. Reserved.

4. Governing Law. This Agreement is governed and construed in accordance with California law. The Parties agree that the venue for any dispute arising from this Agreement shall be San Diego County, California.

5. Preparation of Agreement. No inference, assumption, or presumption shall be drawn from the fact that a Party or its attorney prepared and/or drafted this Agreement. It shall be conclusively presumed that all Parties participated equally in the preparation and/or drafting of this Agreement.

6. Voluntary Execution. The Parties acknowledge that their execution hereof is voluntary, that they have been advised by their respective legal counsel (or had an opportunity to do so and elected not to) of all of the provisions hereof, and that, in executing this Agreement, each is not relying on any inducements, promises, and representations made by the other Parties or his, her or its representatives except as may be expressly set forth herein.

7. General Terms. This Agreement contains the entire agreement between the Parties regarding the matters covered in this Agreement. This Agreement may not be altered, amended, modified, or otherwise changed in any respect, except by a writing executed by an authorized representative of each Party. This Agreement may be executed in counterparts, each of which shall be deemed an original, and when all taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, California's Uniform Electronic Transactions Act (Cal. Civil Code §1633.1 et seq.) or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. The section titles in this Agreement are used for the convenience of the Parties and are not to be taken as part of the instrument or used to interpret this Agreement. Time is of the essence in this Agreement. The undersigned, by their signatures, represent and wan-ant that they are authorized agents of their respective entities and are authorized to execute this Agreement. This Agreement shall bind and inure to the benefit of the parties and their respective heirs, successors, and assigns.

US-DOCS\ 149621923.2 l

ATTACHMENT C
IN WITNESS WHEREOF, each Patty has executed this Agreement on the date shown below.

SDG&E:

CMWD:

Cab I:

City:

CEC:

US-DOCS\ 14 9621923 .21

SAN DIEGO GAS & ELECTRIC COMPANY
By~oGL Name: KinC~fy ~
Title: Chief Operating Officer & Chief Safety
Officer

CARLSBAD MUNICIPAL WATER DISTRICT
By:

Name: Geoff Patnoe
Title: Executive Manager
APPROVED AS TO FORM:

By:

Name: Cindie K. McMahon
Title: General Counsel

CABRILLO POWER I LLC
By:

Name: Mark Rohrlick
Title: Vice President of Cabrillo Power I LLC

CITY OF CARLSBAD
By:

Name: Geoff Patnoe
Title: City Manager
APPROVED AS TO FORM:

By:

Name: Cindie K. McMahon
Title: City Attorney

CARLSBAD ENERGY CENTER LLC
By:

Name: Daniel Summa
Title: Vice President

ATTACHMENT C
IN WITNESS WHEREOF, each Party has executed this Agreement on the date shown below.

SDG&E:

CMWD:

Cab I:

City:

CEC:

SAN DIEGO GAS & ELECTRIC COMPANY
By:

Name: Kevin C. Geraghty
Title: Chief Operating Officer & Chief Safety
Officer

CARLSBAD MUNICIPAL WATER DISTRICT
By: ~ () ~--
Name: Geoff Patnoe
Title: Executive Manager
APPROVED AS TO FORM:
-
By: ~K. ~
Name: Cindie K. McMahon
Title:

CAB
By:

Name: Mar
Title: Vice President ofCabrillo Power I LLC

CITY OF CARLSBAD
By: ~ Q_, ~--
Name: Geoff Patnoe
Title: City Manager
APPROVED AS TO FORM:

By: u11t:iu.;/:-~
Name: Cindie K. McMahon
Title: City Attorney
CARLSBAD EN~Y CENTER LLC
By~ -
Name:~ Summa
Title: Vice President

ATTACHMENT C

EXHIBIT A TO SETTLEMENT AGREEMENT TERMINATION AGREEMENT

LEGAL DESCRIPTION OF LAND

Page 1 of 3 ends

LEGAL DESCRIPTION
(APN: 210-010-47-00 AND 48)(OLD); (APN: 210-010-48-00, 49 AND 50)(NEW):

THAT PORTION OF LOT "H" OF RANCHO AGUA HEDIONDA, IN THE CITY OF

COMMENCING AT THE INTERSECTION OF THE EASTERLY LINE OF THE 100.00

TRUE POINT OF BEGINNING,
TOGETHER WITH THAT PORTION OF SAID LOTH DESCRIBED AS FOLLOWS:

ATTACHMENT C

Page 2 of 3 ends

COMMENCING AT THE NORTHEASTERLY CORNER OF RECORD OF SURVEY NO. 14621, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF

CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 14, 1994 AS FILE NO. 1994-500086, SAID CORNER

49.55 FEET; THENCE SOUTH 26°45'23" EAST, 232.92 FEET; THENCE SOUTH 17°52'19" EAST, 115.92 FEET; THENCE SOUTH 02°16'37" EAST, 55.06 FEET; THENCE SOUTH 24°00'58" WEST, 44.47 FEET; THENCE SOUTH 40°45'14" WEST, 126.60 FEET; THENCE SOUTH 29°41'50" WEST, 83.42 FEET; THENCE SOUTH 27°27'35" WEST, 90.04 FEET; THENCE SOUTH 35°18'30" WEST, 212.59 FEET; THENCE SOUTH 19°22'01" EAST, 108.34 FEET; THENCE SOUTH 30°56'56" EAST, 304.06 FEET; THENCE SOUTH 14°30'21" WEST, 175.27 FEET; THENCE SOUTH 00°09'57" EAST, 123.11 FEET; THENCE SOUTH 26°53'37" EAST, 119.99 FEET; THENCE SOUTH 34°46'51" WEST, 23.60 FEET; THENCE NORTH 61°27'21" WEST, 142.77 FEET; THENCE NORTH 22°47'32" WEST, 47.01 FEET; THENCE SOUTH 67°12'28" WEST, 16.03 FEET; THENCE SOUTH 22°47'32" EAST, 22.23 FEET; THENCE SOUTH 58°37'31" WEST, 97.99 FEET; THENCE SOUTH 41 °35'28" WEST, 110.44 FEET; THENCE NORTH 74°44'52" WEST, 164.81 FEET; THENCE NORTH 05°57'51" WEST, 202.95 FEET; THENCE NORTH 30°14'20" WEST, 64.23 FEET; THENCE NORTH 64°31'22" WEST, 293.59 FEET TO THE EASTERLY LINE OF THE 100.00 FOOT WIDE CARLSBAD BOULEVARD; THENCE ALONG SAID EASTERLY LINE OF CARLSBAD BOULEVARD SOUTH 24°07'36" EAST, 913.18 FEET TO THE

BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 4050.00 FEET; THENCE SOUTHEASTERLY 348.89 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04°56'09"; THENCE SOUTH 19° 11 '27" EAST,

ATTACHMENT C

Page 3 of 3 ends

ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LINE NORTH 22°30'13" WEST, 2664.53 FEET; THENCE NORTH 28°40'19" WEST, 835.14 FEET TO THE TRUE POINT OF BEGINNING.

STUART PEACE, RCE 27232

HOWESIWEILERILANDY
197.01/MIP&UPCL4.doc

ATTACHMENT C
Recording requested by the City of
Carlsbad, Califomia pursuant to
Government Code Section 27383
and when recorded mail to:

Latham & Watkins LLP
12670 High Bluff Drive
San Diego, CA 92130
Attention: James Mann, Esq.

DOC# 2025-0098755
111111111111 lllll 11111111111111111111111111111111111 IIIII IIIII IIII IIII Apr 16, 2025 04:43 PM

OFFICIAL RECORDS
JORDAN Z. MARKS,

SAN DIEGO COUNTY RECORDER
FEES: $55.00 (S82 Atkins: $0.00)
PCOR: N/A
PAGES: 10
The space above this line reserved for County Recorder's use.

Assessor's Parcel Number: 210-010-48,
210-010-49 and 210-010-50

MEMORANDUM OF SETTLEMENT AGREEMENT TERMINATION AGREEMENT

THIS MEMORANDUM OF SETTLEMENT AGREEMENT TERMINATION
AGREEMENT (this "Memorandum") is made and entered into as of April \lQ__, 2025 (the "Effective Date"), by and between the City of Carlsbad, a charter city located in San Diego County (the "City"), Cabrillo Power I LLC, a Delaware limited liability company ("Cab I"), San Diego Gas & Electric Company, a California corporation ("SDG&E'), Carlsbad Energy Center LLC, a Delaware limited liability company ("CEC'), and Carlsbad Municipal Water District, a public agency organized under the Municipal Water Act of 1911, and a subsidiary district of the City of Carlsbad, California ("CMWD"). The City, Cab I, SDG&E, CEC and CMWD are sometimes referred to in this Agreement collectively as the "Parties" and each individually as a "Party".

RECITALS
This Memorandum is based on the following recitals:

WHEREAS, the Patties are parties to that certain Settlement Agreement (the "Agreement"), dated as of January 14, 2014, pursuant to which the Parties settled certain long standing disputes between the Parties and which provided for certain other transactions specified therein, which Agreement encumbered the real property located in the City of Carlsbad, County of San Diego, State of California which is described on Exhibit A attached hereto; WHEREAS, concurrently herewith, the Parties have executed that certain Settlement Agreement Termination Agreement (the "Termination Agreement"), dated as of the Effective Date, pursuant to which the Parties agreed to terminate the Agreement, including any restriction on conveying, transferring or granting the real property described on Exhibit A attached hereto and any associated Notice of Restriction on Sale or Conveyance of Real Property; US-DOCS\149621923.2 I

ATTACHMENT D
WHEREAS, the Parties desire to execute and record this Memorandum to provide evidence and notice of the Termination Agreement and the Parties' rights thereunder.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Pmiies hereby agree and confirm as follows:

1. Capitalized terms used in this Memorandum that are not defined in this Memorandum shall have the meanings given to them in the Termination Agreement.

The recitals set forth above are true and accurate and form a material part of this Memorandum.

2. The term of the Termination Agreement commences on the date hereof.

Any Notice of Restriction on Sale or Conveyance of Real Property executed or recorded with respect to the real property described on Exhibit A hereto is hereby terminated and of no further force or effect.

3. This Memorandum is not intended to, and shall not, amend or modify the Termination Agreement in any way, but rather, this Memorandum shall only be used for recording purposes and to provide notice to all of the existence of the Termination Agreement and Parties' rights thereunder. The Termination Agreement contains other terms and provisions, and any reviewer of title is hereby put on notice to make inquiry of all terms and provisions of the Termination Agreement. In the event of any conflict or inconsistency between the terms and provisions of the Termination Agreement and the terms and provisions of this Memorandum, the terms and provisions of the Termination Agreement shall govern and control.

4. This Memorandum may be executed and delivered in counterparts, which when taken together will constitute a single agreement. This Memorandum may be recorded in the official records of the City and County of San Diego County, California. [SIGNATURE PAGES TO FOLLOW]
US-DOCS\149621923.21

ATTACHMENT D
IN WITNESS WHEREOF, the Parties have executed this Memorandum effective as of the date first written above.

SDG&E:

By: 6b=;/-~~~~~---
Nai
Title: 1e pera mg fficer & Chief Safety
Officer

ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
C -
County of :,:>a 0 {)_.,uc'¥°
On U,{)Jwt 11)6)){ before me, ,jl,~C ~ Y ;z.., , a notary public, personally appeaf-ed . . ( ere insert name and title ofofficer)
J(_e v 1h G-,.e-,"-,,<..Jhh/ , who
proved to me on the basis of satisfactory evidence to be the person~ whose nameW_is/,ai;e subscribed to the within instrument and acknowledged to me that~/s,he'/they executed the same inJ!i.s/h,et/tReir authorized capacity~.e1), and that by ,bw/1¢/t~ signatur~ on the instrument the person0, or the entity upon behalf of which the person~ acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct.

Witness my hand and official seal.

Signatur~h (Seal)
[SIGN A TURES CONTINUED ON THE FOLLOWING PAGE]
[Signature Page to Memorandum of Termination of Original Settlement Agreement]

ATTACHMENT D
Cab I: CABRI
By:

Name: Mar< o rick
Title: Vice President of Cabrillo Power I LLC

State of California
I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing is true and correct.

Witness my hand and official seal.

Signaturettfo) ) \~ (Seal)
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

ATTACHMENT D
City: CITY OF CARLSBAD
By: ~ (,_) ),.___
Name: Geoff Patnoe
Title: City Manager
APPROVED AS TO FORM:
.

By: ~IC Uvtctdu--
Name: Cindie K. McMahon
Title: City Attorney

State of California
County of Sao bi e'iJo
On~;/ /D,;l)~before me, S~1e.1lo. R ,Cobc-tC\ , a notary public, personally appeared I p (Here insert name and title of officer) Gz,e_pf.f E·-t-Y)d~ who
proved to me on the basis of satisfactory evidence to be the person(-s) whose name{§ i '/are subscribed to the within instrument and acknowledged to me that@'sh04hey executed the same [email protected],rlth~r authorized capacity(~-, and that by~r signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing is true and correct.

Witness my hand and official seal.

Signatur<. ~illP:-19(, (~ (Seal)
US-DOCS\149621923.21
········~ SHEILA R. COBIAN
Notary P.J_blic • Californi,1 z
San D1~0 County ~
Commission q 2393059 -
y Comm. Expires Feb 6, 2026

ATTACHMENT D
CEC: CARLSBAD E:.~y CENTER LLC
By ~&A
Name: ~ Summa
Title: Vice President

State of California
County of San Diego
On April 2
appeared
before me, _J_o-cacc-n_n-;-a_M_._O_w----cec-cn-:-s---:c-:,::---,---' a notary public, personally (Here insert name and title ofofficer)
Daniel Summa who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s ), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing is true and correct.

Witness my hand and official seal.
[SIGNATURES CONTINUED ON THE FOLLOWING PAGE]

ATTACHMENT D
CWMD: CARLSBAD MUNICIPAL WATER DISTRICT
By: ~p~
Name: Geoff Patnoe
Title: Executive Manager
APPROVED AS TO FORM:

By: ~ /<.., H_~
Name: Cindie K. McMahon
Title: General Counsel

State of California
County of San Bfe50
On flf[1J Jo;;~ before me, ----',---,--,"-+---¼_,,_,_---i----u.___;_-,---+--,-_,._.,,_,__'--'-'--''-------1----' a notary public, personally appea ed
(.;,eoP£ '=:Rl±-nll ~ , who
proved to me on the basis of satisfactory evidence to be the personW whose name(s-)@/are subscribed to the within instrument and acknowledged to me that@she,lthey executed the same i islhe.t:L.tb@ir authorized capacity_(i.0s-), and that by (Sfil~r signature(s-) on the instrument the person(s-}, or the entity upon behalf of which the person0-) acted, executed the instrument.

I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing is true and correct.

Witness my hand and official seal.

Signature¥ (fl!,,. C~ (Seal) eoeeeeeei
SHEILA R. COBIAl'l
l'lotary Public • California z
San Di~o County !:

Commission ~ 2393059
y Comm. Expires Feb 6, 2026
US-DOCS\ 149621923.21

ATTACHMENT D

EXHIBIT A TO MEMORANDUM OF SETTLEMENT AGREEMENT

TERMINATION AGREEMENT

LEGAL DESCRIPTION OF LAND

Page 1 of 3 ends

LEGAL DESCRIPTION
(APN: 210-010-47-00 AND 48)(OLD); (APN: 210-010-48-00, 49 AND 50)(NEW):

THAT PORTION OF LOT "H" OF RANCHO AGUA HEDIONDA, IN THE CITY OF

COMMENCING AT THE INTERSECTION OF THE EASTERLY LINE OF THE 100.00

A NON-TANGENT CURVE CONCAVE TO THE NORTHWEST HAVING A RADIUS OF 1005.37 FEET, A RADIAL TO SAID BEGINNING BEARS SOUTH 85°54'14" EAST; THENCE NORTHEASTERLY 36.76.FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 02°05'42"; THENCE NON-TANGENT TO SAID CURVE NORTH 22°30'13" WEST, 302.87 FEET; THENCE LEAVING SAID EASTERLY LINE NORTH 61°25'37" EAST, 14.19 FEET; THENCE NORTH 30°30'37" EAST, 34.90 FEET; THENCE SOUTH 40°47'23" EAST, 63.50 FEET; THENCE SOUTH 69°10'23" EAST, 38.00 FEET; THENCE NORTH 79°19'37" EAST, 285.00 FEET; THENCE NORTH 88°07'37" EAST, 333.14 FEET; THENCE NORTH 81°53'37" EAST, 13.68

FEET TO THE WESTERLY RIGHT-OF-WAY LINE OF CALIFORNIA STATE HIGHWAY XI-SD-2B (1-5); THENCE ALONG SAID RIGHT-OF-WAY LINE SOUTH 17°57'05" EAST, 204.93 FEET; THENCE SOUTH 12°34'11 "EAST, 424. 72 FEET; THENCE SOUTH 22°07'51" EAST, 239.68 FEET; THENCE SOUTH 22°30'37" EAST, 1210.91 FEET; THENCE LEAVING SAID RIGHT-OF-WAY LINE SOUTH 67°37'25" WEST, 492.66 FEET; THENCE SOUTH 62°25'13" WEST, 126.26 FEET TO THE

TRUE POINT OF BEGINNING,
TOGETHER WITH THAT PORTION OF SAID LOTH DESCRIBED AS FOLLOWS:

ATTACHMENT D

Page 2 of 3 ends

COMMENCING AT THE NORTHEASTERLY CORNER OF RECORD OF SURVEY NO. 14621, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF

CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, AUGUST 14, 1994 AS FILE NO. 1994-500086, SAID CORNER

49.55 FEET; THENCE SOUTH 26°45'23" EAST, 232.92 FEET; THENCE SOUTH 17°52'19" EAST, 115.92 FEET; THENCE SOUTH 02°16'37" EAST, 55.06 FEET; THENCE SOUTH 24°00'58" WEST, 44.47 FEET; THENCE SOUTH 40°45'14" WEST, 126.60 FEET; THENCE SOUTH 29°41'50" WEST, 83.42 FEET; THENCE SOUTH 27°27'35" WEST, 90.04 FEET; THENCE SOUTH 35°18'30" WEST, 212.59 FEET; THENCE SOUTH 19°22'01" EAST, 108.34 FEET; THENCE SOUTH 30°56'56" EAST, 304.06 FEET; THENCE SOUTH 14°30'21" WEST, 175.27 FEET; THENCE SOUTH 00°09'57" EAST, 123.11 FEET; THENCE SOUTH 26°53'37" EAST, 119.99 FEET; THENCE SOUTH 34°46'51" WEST, 23.60 FEET; THENCE NORTH 61°27'21" WEST, 142.77 FEET; THENCE NORTH 22°47'32" WEST, 47.01 FEET; THENCE SOUTH 67°12'28" WEST, 16.03 FEET; THENCE SOUTH 22°47'32" EAST, 22.23 FEET; THENCE SOUTH 58°37'31"WEST, 97.99 FEET; THENCE SOUTH 41°35'28" WEST, 110.44 FEET; THENCE NORTH 74°44'52" WEST, 164.81 FEET; THENCE NORTH 05°57'51" WEST, 202.95 FEET; THENCE NORTH 30°14'20" WEST, 64.23 FEET; THENCE NORTH 64°31'22" WEST, 293.59 FEET TO THE EASTERLY LINE OF THE 100.00 FOOT WIDE CARLSBAD BOULEVARD; THENCE ALONG SAID EASTERLY LINE OF CARLSBAD BOULEVARD SOUTH 24°07'36" EAST, 913.18 FEET TO THE

BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF 4050.00 FEET; THENCE SOUTHEASTERLY 348.89 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04°56'09"; THENCE SOUTH 19° 11 '27" EAST,

ATTACHMENT D

Page 3 of 3 ends

ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LINE NORTH 22°30'13" WEST, 2664.53 FEET; THENCE NORTH 28°40'19" WEST, 835.14 FEET TO THE TRUE POINT OF BEGINNING.

STUART PEACE, RCE 27232

HOWESIWEILERILANDY
197.01/M/P&UPCL4.doc

ATTACHMENT D

RELEASE
This Release (this "Release"), dated as of ~\ }\D, 2025, is by and among the City of Carlsbad, a charter city located in San Diego County (the "City"), Cabrillo Power I LLC, a Delaware limited liability company ("Cab I"), San Diego Gas & Electric Company, a California corporation ("SDG&E'), Carlsbad Energy Center LLC, a Delaware limited liability company ("CEC'), and Carlsbad Municipal Water District, a public agency organized under the Municipal Water Act of 1911, and a subsidiary district of the City of Carlsbad, California ("CMWD"). The City, Cab I, SDG&E, CEC and CMWD are sometimes referred to in this Release collectively as the "Parties" and each individually as a "Party".

RECITALS
A. WHEREAS, the Pmiies entered into that certain Settlement Agreement, dated January 14, 2014 (the "Settlement Agreement"), pursuant to which the Parties settled certain long standing disputes between the Parties and to provide for certain other transactions specified therein, which Original Settlement Agreement encumbered the real property located in the City of Carlsbad, County of San Diego, State of California which is described on Exhibit A attached hereto. Any capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to it in the Settlement Agreement.

B. WHEREAS, concurrently herewith, the Pmiies have executed that certain Settlement Agreement Termination Agreement (the "Termination Agreement"), pursuant to which the Pmiies agreed to terminate the Settlement Agreement.

C. WHEREAS, the Pmiies desire, in connection with such Termination Agreement, to release each of the Parties from any claims under the Settlement Agreement, as set forth herein.

NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, each Party agree as follows:

1. Release.
a. Each Party, for itself and on behalf of each of its Affiliates and its and their respective equity holders, officers, directors, managers, employees, counsel, accountants, advisers, consultants and agents (collectively, "Representatives"), hereby waives, releases and forever discharges each other Party, its Affiliates and its and their Representatives from any and all losses, liabilities, taxes or damages, including the costs and expenses (including reasonable fees and out-of-pocket expenses of counsel, consultants, experts, and other professional fees) associated therewith, whether known or unknown, which such Pmiy has or may have in the future, arising out of or in connection with the Settlement Agreement or the transactions contemplated therein (collectively, the "Settlement Released Claims"). For avoidance of doubt, each and every guaranty issued in support of obligations set forth in the Settlement Agreement is hereby terminated, any guarantor under the Settlement Agreement shall have no further obligations, duties or liabilities thereunder, and each Pmiy hereby releases, waives and forever

ATTACHMENT E
discharges any such guarantors from all obligations, duties or liabilities of whatever nature arising under or in connection with the Settlement Agreement. EACH

PARTY, FOR ITSELF AND ON BEHALF OF EACH OF ITS AFFILIATES AND

ITS AND THEIR REPRESENTATIVES, SPECIFICALLY WAIVES THE

PROVISIONS OF ANY LEGAL REQUIREMENT LIMITING THE

GENERALITY OR SCOPE OF THE RELEASES HEREIN, INCLUDING BUT NOT LIMITED TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH READS AS FOLLOWS:
"A GENERAL RELEASE DOES NOT EXTEND TO

CLAIMS THAT THE CREDITOR OR RELEASING

PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN

HIS OR HER FAVOR AT THE TIME OF EXECUTING

THE RELEASE AND THAT, IF KNOWN BY HIM OR

HER, WOULD HA VE MATERIALLY AFFECTED HIS

OR HER SETTLEMENT WITH THE DEBTOR OR
RELEASING PARTY."
b. Each Party, for itself and on behalf of each of its Affiliates and its or their Representatives, acknowledges that it or its attorneys or agents may hereafter discover claims or facts in addition to, or different from, those which it now believes to be true with respect to the subject matter of the Settlement Released Claims, but agrees that (A) it has taken such possibility into account in reaching this Release, (B) the releases given herein shall be and remain in effect notwithstanding the discovery or existence of any such additional or different claims or facts, as to which such Party expressly assumes the risk, and (C) notwithstanding the discovery or existence of any such additional or different claims or facts, it is nonetheless such Party's intention, for itself and on behalf of each of its Affiliates and its and their Representatives, to fully, finally and forever settle and release all disputes and differences, known or unknown, suspected or unsuspected, as to the Settlement Released Claims. Each Party, for itself and on behalf of each of its Affiliates and its and their Representatives, hereby covenants not to file or commence any legal proceedings against any Party or any of such Party's Affiliates or its or their respective Representatives in connection with any matter released hereunder.
c. Each Pmiy, for itself and on behalf of each of its Affiliates and its and their Representatives, acknowledges that it has carefully reviewed this Section 1 and has had the opportunity to discuss it with legal counsel and that this Section 1 1s a material part of this Release.
d. This Release shall survive indefinitely.

2. Representations and Warranties of the Parties. Each Party represents and warrants that: (a) such Party has the full right, legal power and actual authority to enter into this Release without the consent of any person, firm or entity; and (b) no past, present or future employee of such Party has any claim against any other Party for any reason.

ATTACHMENT E

3. Reserved.

4. Governing Law. This Agreement is governed and construed in accordance with California law. The Parties agree that the venue for any dispute arising from this Release shall be San Diego County, California.

5. Preparation of Release. No inference, assumption, or presumption shall be drawn from the fact that a Party or its attorney prepared and/or drafted this Release. It shall be conclusively presumed that all Parties participated equally in the preparation and/or drafting of this Release.

6. Voluntary Execution. The Parties acknowledge that their execution hereof is voluntary, that they have been advised by their respective legal counsel (or had an opportunity to do so and elected not to) of all of the provisions hereof, and that, in executing this Release, each is not relying on any inducements, promises, and representations made by the other Parties or his, her or its representatives except as may be expressly set forth herein.

7. General Terms. This Release contains the entire agreement between the Parties regarding the matters covered in this Release. This Release may not be altered, amended, modified, or otherwise changed in any respect, except by a writing executed by an authorized representative of each Party. This Release may be executed in counterparts, each of which shall be deemed an original, and when all taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or any electronic signature complying with the U.S. Federal ESIGN Act of 2000, California's Uniform Electronic Transactions Act (Cal. Civil Code § 1633.1 et seq. or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. The section titles in this Release are used for the convenience of the Parties and are not to be taken as part of the instrument or used to interpret this Release. Time is of the essence in this Release. The undersigned, by their signatures, represent and warrant that they are authorized agents of their respective entities and are authorized to execute this Release. This Release shall bind and inure to the benefit of the Parties and their respective heirs, successors, and assigns.
[Signatures on Following Page]

ATTACHMENT E
IN WITNESS WHEREOF this Release has been duly executed and delivered by each Paiiy as of the date first above written.

SDG&E:

CMWD:

Cab I:

City:

CEC:

By:

Nm in C. er y
Title: Chief Operating Officer & Chief Safety
Officer

CARLSBAD MUNICIPAL WATER DISTRICT
By:

Name: Geoff Patnoe
Title: Executive Manager
APPROVED AS TO FORM:

By:

Name: Cindie K. McMahon
Title: General Counsel

CABRILLO POWER I LLC
By:

Name: Mark Rohrlick
Title: Vice President of Cabrillo Power I LLC

CITY OF CARLSBAD
By:

Name: Geoff Patnoe
Title: City Manager
APPROVED AS TO FORM:

By:

Name: Cindie K. McMahon
Title: City Attorney

CARLSBAD ENERGY CENTER LLC
By:

Name: Daniel Summa
Title: Vice President

ATTACHMENT E
IN WITNESS WHEREOF this Release has been duly executed and delivered by each Party as of the date first above written.

SDG&E:

CMWD:

Cab I:

City:

CEC:

SAN DIEGO GAS & ELECTRIC COMPANY
By:

Name: Kevin C. Geraghty
Title: Chief Operating Officer & Chief Safety
Officer

CARLSBAD MUNICIPAL WATER DISTRICT
By: 9\L,t O ~-
Name: Geoff Patnoe
Title: Executive Manager
APPROVED AS TO FORM:

By: ~IC~
Name: Cindie K. McMahon
Title: General Counsel
By:

Name. a rlick
Title: Vice Pr sident of Cabrillo Power I LLC

CITY OF CARLSBAD
By: ~Q
Name: Geoff Patnoe
Title: City Manager
l-
APPROVED AS TO FORM:

By: ~ IL J-(_~
Name: Cindie K. McMahon
Title: City Attorney
By:

Name:

Title:

ATTACHMENT E

Carlsbad City CouncilApril 15, 2025

Carlsbad City Council
April 15, 2025