HomeMy WebLinkAboutPoseidon Resources / Channelside Water Resources LP; 2024-03-29;ACKNOWLEDGMENT AGREEMENT
BETWEEN CITY OF CARLSBAD AND CHANNELSIDE WATER RESOURCES LP
THIS ACKNOWLEDGMENT AGREEMENT ("Agreement") is made and entered into th is
29th day of March 2024, by and between the CITY OF CARLSBAD, a California charter city
(the "City"), and CHANNELSIDE WATER RESOURCES LP, a Delaware limited partnership,
formerly Poseidon Resources (Channelside) LLC and Poseidon Resources (Channelside) LP
(the "Company"), together referred to as the "Parties," and is made with reference to the
following facts:
RECITALS
A. On October 5, 2009, the City and the Company entered into the Amended and
Restated Development Agreement (the "Development Agreement").
8. The City has issued various permits, land use approvals and entitlements to, and
has entered into agreements, including the Development Agreement, with the
Company (collectively, the "Permits and Agreements").
C. On August 13, 2010, the Company filed a Certificate of Conversion and a
Certificate of Limited Partnership with the Secretary of State of the State of
Delaware, pursuant to wh ich the Company was formally converted to a Limited
Partnership and as such the name of the Company was formally changed to
Poseidon Resources (Channelside) LP (the "Conversion").
D. On November 1, 2023, the Company notified the City that, in connection with a
rebranding decision made in the ordinary course of business by the Company, the
Company was in the process of formally changing its name to "Channelside Water
Resources LP" and that following the finalization of such change, the Company
would be doing business under such name going forward.
E. On March 29, 2024, the Company filed (i) with the Secretary of State of the State of
Delaware, a Certificate of Amendment to the Certificate of Limited Partnership of
the Company, pursuant to which the Company formally changed its name to
"Channelside Water Resources LP" (the "Certificate of Amendment") and (ii) with
the Secretary of State of the State of California, a Foreign Limited Partnership
Amendment to Application for Registration, pursuant to which the Company
formally changed its name to "Channelside Water Resources LP" (together with
the Certificate of Amendment, the "Change of Name").
F. Pursuant to Section 1.1.37 of the Development Agreement, "Poseidon" includes
its successor and assigns and Section 11.20 of the Development Agreement
states that the Development Agreement shall be binding upon all successors in
interest to the parties to the Development Agreement and the benefits of the
Development Agreement shall inure to the successors in interest to the parties to
th e Development Agreement.
G. The Parties desire to acknowledge the Conversion and the Change of Name.
NOW THEREFORE, incorporating the above recitals and in consideration of the
covenants and obligations set forth in this Agreement, the Parties acknowledge and agree as
follows:
1. Acknowledgment. Each Party hereby agrees and acknowledges that (i) the
Conversion occurred on August 13, 2010 and effective as of such date the Company's name was
formally changed to "Poseidon Resources (Channelside) LP", (ii) the Change of Name occurred
on March 29, 2024 and effective as of such date the Company's name changed to "Channelside
Water Resources LP", and (iii) all references to "Poseidon", "Poseidon Resources (Channelside)
LLC" or "Poseidon Resources (Channelside) LP" contained in the Permits and Agreements now
mean "Channelside Water Resources LP".
2. Successors in Interest. Each Party hereby agrees and acknowledges that
"Channelside Water Resources LP" is the successor in interest to Poseidon Resources
(Channelside) LLC and Poseidon Resources (Channelside) LP and that the burdens and benefits
of the Permits and Agreements, continue to inure to "Channelside Water Resources LP" as
successor in interest to Poseidon Resources (Channelside) LLC and Poseidon Resources
(Channelside) LP.
3. General Terms and Conditions. The following general terms and conditions shall
apply to this Agreement.
3.1. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which, together, shall constitute one and the same
instrument.
3.2. Successors and Assigns. It is mutually understood and agreed that this
Agreement shall be binding upon City and the Company and their respective successors in
interest. Neither this Agreement or any part hereof nor any monies due or to become due
hereunder may be assigned by the Company without the prior consent of City.
3.3. Governing Law. This Agreement shall be governed by, interpreted under, and
construed and enforced in accordance with, the laws of the State of California.
3.4. Venue. Any action at law or in equity brought by the Parties for the purpose of
enforcing a right or rights provided for by this Agreement shalt be tried in a court of competent
jurisdiction in the County of San Diego, State of California, and the Parties waive all provisions of
law providing for a change of venue in such proceedings to any other county.
3.5. Notices. Service of any notices, bills, invoices or other documents required or
permitted under this Agreement shall be sufficient if sent by one party to the other(s) by United
States mail, postage prepaid or sent by email, in each case addressed as follows:
City:
Company:
City Manager
City of Carlsbad
1635 Faraday Avenue
Carlsbad, CA 92008
Attn: City Manager
Email: manager@carlsbadca.gov
Channelside Water Resources LP
4590 Carlsbad Boulevard
Carlsbad, CA 92008
Attn: Gregory Amparano
Email: Gamparano@channelsidedesal.com
with a copy to:
Gibson, Dunn & Crutcher LLP
200 Park Avenue, 55th Floor
New York, NY 10166
Attn: Tomer Pinkusiewicz
Email: tpinkusiewicz@gibsondunn.com
3.6 Authority. The Parties executing this Agreement on behalf of City and the
Company each represent and warrant that they have the legal power, right and actual authority
to bind the City and the Company, respectively, to the terms and conditions of the Agreement.
3.7 Counterparts. This Agreement may be executed in any number of counterparts,
each of which when executed and delivered shall constitute an original of this Agreement, but all
the counterparts shall together constitute the same Agreement.
3.8 Severability. Each provision, term, condition, covenant, and/or restriction, in whole
and in part, in this Agreement shall be considered severable. In the event any provision, term,
condition, covenant, and/or restriction, in whole and in part, in this Agreement is declared invalid,
unconstitutional, or void for any reason, such provision or part of the provision shall be severed
from this Agreement and shall not affect any other provision, term, condition, covenant, and/or
restriction, of this Agreement and the remainder of this Agreement shall continue in full force and
effect.
3.9 Effective Date. This Agreement shall be effective upon the date and year first
above written.
[signatures on following page]
COMPANY:
CHANNELSIDE WATER
RESOURCES LP ~
*By: ~ 1, r--M4Ut:J
(sign here)
**By:
Gregory Amparano, President
(print name/title)
StepheM 'Puckett
(sign here)
Stephen Puckett, CFO
(print name/title)
OffJv
SHERRY FREISINGER
City Clerk
(sign here)
(print name/title)
BAD, a municipal
e tate of California ...... ~ ... -
City Manager
ATTEST:
If required by City, proper notarial acknowledgment of execution by contractor must be attached. 11....e.
Corporation, Agreement must be signed by one corporate officer from each of the following two groups:
*Grou p A.
Chairman, President, or
Vice-President
**Gro up 8.
Secretary, Assistant Secretary, CFO or
Assistant Treasurer
Otherwise, 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 :
CINDIE K. McMAHON, -=c ...,· ,__,_,,
106833122.3