HomeMy WebLinkAboutCabrillo Power LLC |San Diego Gas and Electric Company |Carlsbad Energy Center |Carlsbad Municipal Water District; 2025-04-16;SETTLEMENT AGREEMENT TERMINATION AGREEMENT
This Settlement Agreement Termination Agreement (this "Agreement") dated as of April
\~, 2025 ("Effective Date") is by and among the City of Carlsbad, a chmter city, located in San
Diego County (the "City"), Cabrillo Power I LLC, a Delaware limited liability company ("Cab
I"), San Diego Gas & Electric Company, a California corporation ("SDG&E'), Carlsbad Energy
Center LLC, a Delaware limited liability company ("CEC'), and Carlsbad Municipal Water
District, a public agency organized under the Municipal Water Act of 1911, and a subsidiary
district of the City of Carlsbad, California ("CMWD"). The City, Cab I, SDG&E, CEC and
CMWD are sometimes referred to in this Agreement collectively as the "Parties" and each
individually as a "Party".
RECITALS
A. The Parties entered into that ce1tain Settlement Agreement, dated January 14, 2014
( the "Original Settlement Agreement"), pursuant to which the Parties settled certain long-standing
disputes between the Parties and which provided for ce1tain other transactions specified therein,
which Original Settlement Agreement encumbered the real property located in the City of
Carlsbad, County of San Diego, State of California which is described on Exhibit A attached
hereto. Any capitalized term used herein and not otherwise defined herein shall have the meaning
ascribed to it in the Original Settlement Agreement.
B. The City, Cab I and SDG&E are simultaneously herewith entering into that certain
Seaside Transaction Agreement and Settlement Agreement, dated as of the Effective Date.
C. In connection therewith, the Parties have agreed to terminate the Original
Settlement Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are acknowledged, each Party agrees as follows:
1. Termination of Original Settlement. It is the intent of the Parties that the Term
of the Original Settlement Agreement shall expire on the Effective Date in the same manner and
with the same effect as if such date were the date set forth in the Original Settlement Agreement
for the expiration of the Term thereof and the Parties agree that any and all obligations that would
survive the termination of the Original Settlement Agreement pursuant to its terms, including those
set forth in Section 12.19(i) of the Original Settlement Agreement, shall not survive the Effective
Date and shall be terminated. This Agreement shall be deemed to be a written agreement of
termination in accordance with Section 2.1, and the other te1ms and conditions, of the Original
Settlement Agreement. The Parties agree to terminate the Original Settlement Agreement and all
obligations of each of them under the Original Settlement Agreement effective as of the Effective
Date, including any restriction on conveying, transferring or granting the real property described
on Exhibit A attached hereto and any associated Notice of Restriction on Sale or Conveyance of
Real Property .
1
US-DOCS\149621923.21
ATTACHMENT A
2. Representations and Warranties of the Parties. Each Party represents and
warrants that: (a) such Party has made no assignment, sublease, transfer, or other disposition of
the Original Settlement Agreement, any interest in the Original Settlement Agreement, or any
demand, obligation, liability, or cause of action arising out of the Original Settlement Agreement;
(b) such Party has the full right, legal power and actual authority to enter into this Agreement and
to terminate the Original Settlement Agreement without the consent of any person, firm or entity;
and ( c) no past, present or future employee of such Party has any claim against any other Party for
any reason.
3. Reserved.
4. Governing Law. This Agreement is governed and construed in accordance with
California law. The Parties agree that the venue for any dispute arising from this Agreement shall
be San Diego County, California.
5. Preparation of Agreement. No inference, assumption, or presumption shall be
drawn from the fact that a Party or its attorney prepared and/or drafted this Agreement. It shall be
conclusively presumed that all Parties participated equally in the preparation and/or drafting of
this Agreement.
6. Voluntary Execution. The Parties acknowledge that their execution hereof is
voluntary, that they have been advised by their respective legal counsel (or had an opportunity to
do so and elected not to) of all of the provisions hereof, and that, in executing this Agreement,
each is not relying on any inducements, promises, and representations made by the other Parties
or his, her or its representatives except as may be expressly set forth herein.
7. General Terms. This Agreement contains the entire agreement between the
Parties regarding the matters covered in this Agreement. This Agreement may not be altered,
amended, modified, or otherwise changed in any respect, except by a writing executed by an
authorized representative of each Party. This Agreement may be executed in counterparts, each
of which shall be deemed an original, and when all taken together, shall constitute one and the
same instrument. Counterparts may be delivered via facsimile, electronic mail (including PDF or
any electronic signature complying with the U.S. Federal ESIGN Act of 2000, California's
Uniform Electronic Transactions Act (Cal. Civil Code §1633.1 et seq.) or other applicable law) or
other transmission method, and any counterpart so delivered shall be deemed to have been duly
and validly delivered and be valid and effective for all purposes. The section titles in this
Agreement are used for the convenience of the Parties and are not to be taken as part of the
instrument or used to interpret this Agreement. Time is of the essence in this Agreement. The
undersigned, by their signatures, represent and wan-ant that they are authorized agents of their
respective entities and are authorized to execute this Agreement. This Agreement shall bind and
inure to the benefit of the parties and their respective heirs, successors, and assigns.
US-DOCS\ 149621923.2 l
ATTACHMENT A
IN WITNESS WHEREOF, each Patty has executed this Agreement on the date shown
below.
SDG&E:
CMWD:
Cab I:
City:
CEC:
US-DOCS\ 14 962 1923 .21
SAN DIEGO GAS & ELECTRIC COMPANY
By ~oGL Name: KinC~fy ~
Title: Chief Operating Officer & Chief Safety
Officer
CARLSBAD MUNICIPAL WATER DISTRICT
By:
Name: Geoff Patnoe
Title: Executive Manager
APPROVED AS TO FORM:
By:
Name: Cindie K. McMahon
Title: General Counsel
CABRILLO POWER I LLC
By:
Name: Mark Rohrlick
Title: Vice President of Cabrillo Power I LLC
CITY OF CARLSBAD
By:
Name: Geoff Patnoe
Title: City Manager
APPROVED AS TO FORM:
By:
Name: Cindie K. McMahon
Title: City Attorney
CARLSBAD ENERGY CENTER LLC
By:
Name: Daniel Summa
Title: Vice President
ATTACHMENT A
IN WITNESS WHEREOF, each Party has executed this Agreement on the date shown
below.
SDG&E:
CMWD:
Cab I:
City:
CEC:
SAN DIEGO GAS & ELECTRIC COMPANY
By:
Name: Kevin C. Geraghty
Title: Chief Operating Officer & Chief Safety
Officer
CARLSBAD MUNICIPAL WATER DISTRICT
By: ~ () ~--
Name: Geoff Patnoe
Title: Executive Manager
APPROVED AS TO FORM: -
By : ~K. ~
Name: Cindie K. McMahon
Title:
CAB
By:
Name: Mar
Title: Vice President ofCabrillo Power I LLC
CITY OF CARLSBAD
By: ~ Q_, ~--
Name: Geoff Patnoe
Title: City Manager
APPROVED AS TO FORM:
By: u11t:iu .;/:-~
Name: Cindie K. McMahon
Title: City Attorney
CARLSBAD EN~Y CENTER LLC By~ -
Name:~ Summa
Title: Vice President
ATTACHMENT A
EXHIBIT A TO SETTLEMENT AGREEMENT TERMINATION AGREEMENT
LEGAL DESCRIPTION OF LAND
Page 1 of 3
LEGAL DESCRIPTION
(APN: 210-010-47-00 AND 48)(OLD); (APN: 210-010-48-00, 49 AND 50)(NEW):
THAT PORTION OF LOT "H" OF RANCHO AGUA HEDIONDA, IN THE CITY OF
CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO
PARTITION MAP THEREOF NO. 823, FILED IN THE OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY, NOVEMBER 16, 1896, DEFINED AS
PARCEL 4 IN THAT CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 30,
2001 AS INSTRUMENT NO. 2001-0789068 OF OFFICIAL RECORDS, DESCRIBED
AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE EASTERLY LINE OF THE 100.00
FOOT WIDE RIGHT-OF-WAY OF THE ATCHISON TOPEKA AND SANTA FE
RAILROAD WITH THE NORTHERLY LINE OF CANNON ROAD (60.00 FEET WIDE);
THENCE ALONG SAID EASTERLY LINE NORTH 22°30'13" WEST, 1564.78 FEET
TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID
EASTERLY LINE NORTH 22°30'13" WEST, 1990.35 FEET TO THE BEGINNING OF
A NON-TANGENT CURVE CONCAVE TO THE NORTHWEST HAVING A RADIUS
OF 1005.37 FEET, A RADIAL TO SAID BEGINNING BEARS SOUTH 85°54'14" EAST;
THENCE NORTHEASTERLY 36.76.FEET ALONG SAID CURVE THROUGH A
CENTRAL ANGLE OF 02°05'42"; THENCE NON-TANGENT TO SAID CURVE
NORTH 22°30'13" WEST, 302.87 FEET; THENCE LEAVING SAID EASTERLY LINE
NORTH 61 °25'37" EAST, 14.19 FEET; THENCE NORTH 30°30'37" EAST, 34.90
FEET; THENCE SOUTH 40°47'23" EAST, 63.50 FEET; THENCE SOUTH 69°10'23"
EAST, 38.00 FEET; THENCE NORTH 79°19'37" EAST, 285.00 FEET; THENCE
NORTH 88°07'37" EAST, 333.14 FEET; THENCE NORTH 81°53'37" EAST, 13.68
FEET TO THE WESTERLY RIGHT-OF-WAY LINE OF CALIFORNIA STATE
HIGHWAY XI-SD-2B (1-5); THENCE ALONG SAID RIGHT-OF-WAY LINE SOUTH
17°57'05" EAST, 204.93 FEET; THENCE SOUTH 12°34'11"EAST, 424.72 FEET;
THENCE SOUTH 22°07'51" EAST, 239.68 FEET; THENCE SOUTH 22°30'37" EAST,
1210.91 FEET; THENCE LEAVING SAID RIGHT-OF-WAY LINE SOUTH 67°37'25"
WEST, 492.66 FEET; THENCE SOUTH 62°25'13" WEST, 126.26 FEET TO THE
TRUE POINT OF BEGINNING,
TOGETHER WITH THAT PORTION OF SAID LOTH DESCRIBED AS FOLLOWS:
ATTACHMENT A
Page 2 of 3
COMMENCING AT THE NORTHEASTERLY CORNER OF RECORD OF SURVEY NO.
14621, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN
DIEGO COUNTY, AUGUST 14, 1994 AS FILE NO. 1994-500086, SAID CORNER
BEING ON THE WESTERLY LINE OF THE RIGHT-OF-WAY OF THE ATCHISON
TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID WESTERLY LINE AND
EASTERLY LINE OF SAID RECORD OF SURVEY 14621 SOUTH 28°40'19" EAST,
656.70 FEET TO THE MOST SOUTHERLY CORNER OF SAID RECORD OF SURVEY
NO. 14621; THENCE CONTINUING SOUTH 28°40'19" EAST, 275.00 FEET TO THE
TRUE POINT OF BEGINNING; THENCE LEAVING SAID WESTERLY LINE SOUTH
56°25'30" WEST, 61.30 FEET; THENCE SOUTH 04°59'18" WEST, 27.61 FEET;
THENCE SOUTH 39°37'42" EAST, 61.38 FEET; THENCE SOUTH 77°21 '22" EAST,
49.55 FEET; THENCE SOUTH 26°45'23" EAST, 232.92 FEET; THENCE SOUTH
17°52'19" EAST, 115.92 FEET; THENCE SOUTH 02°16'37" EAST, 55.06 FEET;
THENCE SOUTH 24°00'58" WEST, 44.47 FEET; THENCE SOUTH 40°45'14" WEST,
126.60 FEET; THENCE SOUTH 29°41'50" WEST, 83.42 FEET; THENCE SOUTH
27°27'35" WEST, 90.04 FEET; THENCE SOUTH 35°18'30" WEST, 212.59 FEET;
THENCE SOUTH 19°22'01" EAST, 108.34 FEET; THENCE SOUTH 30°56'56" EAST,
304.06 FEET; THENCE SOUTH 14°30'21" WEST, 175.27 FEET; THENCE SOUTH
00°09'57" EAST, 123.11 FEET; THENCE SOUTH 26°53'37" EAST, 119.99 FEET;
THENCE SOUTH 34°46'51" WEST, 23.60 FEET; THENCE NORTH 61°27'21" WEST,
142.77 FEET; THENCE NORTH 22°47'32" WEST, 47.01 FEET; THENCE SOUTH
67°12'28" WEST, 16.03 FEET; THENCE SOUTH 22°47'32" EAST, 22.23 FEET;
THENCE SOUTH 58°37'31" WEST, 97.99 FEET; THENCE SOUTH 41 °35'28" WEST,
110.44 FEET; THENCE NORTH 74°44'52" WEST, 164.81 FEET; THENCE NORTH
05°57'51" WEST, 202.95 FEET; THENCE NORTH 30°14'20" WEST, 64.23 FEET;
THENCE NORTH 64°31'22" WEST, 293.59 FEET TO THE EASTERLY LINE OF THE
100.00 FOOT WIDE CARLSBAD BOULEVARD; THENCE ALONG SAID EASTERLY
LINE OF CARLSBAD BOULEVARD SOUTH 24°07'36" EAST, 913.18 FEET TO THE
BEGINNING OF A CURVE CONCAVE SOUTHWESTERLY HAVING A RADIUS OF
4050.00 FEET; THENCE SOUTHEASTERLY 348.89 FEET ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 04°56'09"; THENCE SOUTH 19° 11 '27" EAST,
15.63 FEET TO THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY
HAVING A RADIUS OF 5216.55 FEET; THENCE SOUTHEASTERLY 900.29 FEET
ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 09°53'18"; THENCE
LEAVING SAID EASTERLY LINE OF CARLSBAD BOULEVARD NORTH 60°43'42"
EAST,-103.71 FEET; THENCE NORTH 71°53'50" EAST, 49.05 FEET; THENCE
NORTH 88°29'46" EAST, 149.63 FEET; THENCE NORTH 77°06'32" EAST, 80.00
FEET; THENCE NORTH 68°28'15" EAST, 121.97 FEET; THENCE NORTH 63°21 '24"
EAST, 220.51 FEET; THENCE NORTH 67°56'35" EAST, 167.57 FEET; THENCE
NORTH 76°27'03" EAST, 60.33 FEET; THENCE SOUTH 77°37'06" EAST, 172.85
FEET; THENCE SOUTH 60°55'24" EAST, 66.30 FEET; THENCE SOUTH 45°30'57"
EAST, 47.42 FEET; THENCE SOUTH 82°40'44" EAST, 84.31 FEET; THENCE SOUTH
44°29'52" EAST, 52.55 FEET TO SAID WESTERLY RIGHT-OF-WAY LINE OF SAID
ATTACHMENT A
Page 3 of 3
ATCHISON TOPEKA AND SANTA FE RAILROAD; THENCE ALONG SAID
WESTERLY LINE NORTH 22°30'13" WEST, 2664.53 FEET; THENCE NORTH
28°40'19" WEST, 835.14 FEET TO THE TRUE POINT OF BEGINNING.
STUART PEACE, RCE 27232
HOWESIWEILERILANDY
197.01/MIP&UPCL4.doc
ATTACHMENT A