HomeMy WebLinkAboutMINUTES - 10281997 - C66 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA
Adopted this Order on October 28, 1997 by the following vote:
AYES: Supervisors Rogers, Uilkema, Gerber, Canciamilla, DeSaulnier
NOES: None
ABSENT: None
ABSTAIN: None RESOLUTION N0.97/576
SUBJECT: Transfer of Pipeline Franchise to Tosco Corporation
This Board on June 24, 1997, adopted Resolution 97/330 renewing retroactively to October 6, 1996
a franchise to operate pipelines on certain County rights of way pursuant to Ordinance No. 1827 (as
amended by Ordinance No. 79/50 and Ordinance No. 92/64) to Union Oil Company of California
(Unocal).
Subsequent to the effective date of this renewed franchise, Unocal sold the pipelines covered by the
franchise to Tosco Corporation. Tosco Corporation has requested that the franchis6 be transferred
to it.
IT IS BY THE BOARD ORDERED that the franchise granted under Resolution No.97/330 to Unocal
is hereby transferred to Tosco Corporation, and the Chair is authorized to sign the duly executed
agreement consenting to the transfer.
"t hereby eerily that this is a hue and correct 0ppy
an action taken and entered on the minutes 60o0f
Board of Supervisors on the data Sown.
Arresrt D: t'k r,, "A )Ca�
PHIL BATCHELOR,Clerk of,.a board
of Supervisors and County Administrator
Do"
Orig.Dept.: Public Works(AD)
Contact person: Cliff Hansen(313-2341)
SCH:drg
gUv\bdord:10-28.wpd
cc: County Auditor/Controller
County Counsel
RESOLUTION NO. 97/576
AGREEMENT RELATING TO THE CONSENT OF
THE COUNTY OF CONTRA COSTA TO THE ASSIGNMENT AND TRANSFER
OF THE FRANCHISE GRANTED TO UNION OIL COMPANY OF CALIFORNIA
This Agreement (the "Transfer Agreement") entered into this October 29, 1997
between and among the County of Contra Costa ("County"), Union Oil Company of
California (UNOCAL) (the "Transferor") and Tosco Corporation (the "Transferee".)
WHEREAS, on June 24, 1997, the Board of Supervisors (the "Board") of the County
approved by Resolution No. 97/330 the renewal of a pipeline franchise (the "franchise")
to the Transferor pursuant to the provisions of the County Ordinance Code (the
"Ordinance") for a term of twenty (20) years to operate an oil pipeline within the County;
and
WHEREAS, the Transferee has filed a written application to the County, dated August
19, 1997 (the "Application"), wherein it has requested the consent of the County to the
transfer and assignment of the franchise to Transferee (the "Asset Transfer"); and
WHEREAS, it is the intent of the County to approve the transaction whereby ownership
and control of the franchise shall be held by the Transferee (said transaction shall be
referred to herein as the "Transfer"); and
WHEREAS, the Board of the County has reviewed the Transfer as well as all relevant
documents, staff reports and recommendation; and
WHEREAS, based upon the evidence presented to the Board, it has determined that
it would be in the public interest to conditionally approve the Transfer.
NOW, THEREFORE, it is agreed by and between the parties as follows:
1. The Board of the County hereby gives its consent and approval to the Transfer
whereby the franchise, including all the assets thereof, shall be directly acquired
and held by Transferee.
2. The granting of this consent to the Transfer does not waive the right of the
County to approve any subsequent change in the ownership of the License or the
ownership or control of the Transferee and there shall be no further material
change, amendment or modification of the ownership or equity composition of
the Transferee which requires prior consent of the County pursuant to the
Ordinance without the further written consent of the Board.
3. By executing this Transfer Agreement, the Transferee hereby accepts all the
terms and conditions of the franchise, the Ordinance and any orders and
directives of any administrative agency relating to the franchise including, but not
limited to this Transfer Agreement and represents and warrants that it has
examined the requirements of the franchise, the Ordinance, this Transfer
Agreement, as well as applicable federal, state or local laws or regulations and
agrees to abide by all the terms and conditions thereof.
i
The Transferee agrees and acknowledges that it has found the Ordinance, the
franchise, and the other documents specified herein to be legally sufficient,
enforceable, valid, and binding and accepts the same without condition or
reservation. The Transferee accepts the franchise, and all obligations thereof, subject
to and assuming liability for all existing disclosed and undisclosed breaches and
defaults. The Transferee agrees to cooperate and furnish relevant information in
relation thereto. The Transferor agrees to cooperate and furnish relevant information
in relation to any audit and/or investigation relative to breaches and/or defaults
accruing prior to the Transfer.
To the extent that the Transferee, or any related person or entity, challenges the
validity or interpretation of said above listed documents in the future in any
administrative proceeding or court of law, such a challenge shall be subject to all
defenses which would have been available to the County had the Transferor, or any
related person or entity brought said challenge(s) including, but not limited to, waiver,
estoppel, consent, unclean hands and accord and satisfaction, as well as any and
all defense independently available to the Transferee.
4. Any violation of this Transfer Agreement shall be deemed to be a violation of the
Ordinance and the franchise.
5. This Transfer Agreement shall be deemed effective upon receipt of it by the County
so long as it has been executed and so long as the existing bond has been reissued
or has a rider attached which names Transferee as the new principal.
COUNTY OF CONTRA COSTA UNION OIL COMPANY OF CALIFORNIA
ByW*0 By `
Mark DeSaulnier -
Chair, Board of Supervisors ^Its ice. r(�esp �/�' p
c�ac, molbrol�a'
PHIL BATCHELOR, Clerk of the Board of
Supervisors and County Administrator TOSCO CORPORATION
By
By
Deputy Clerk D id E. Wright, Vice President
Its Tosco Distribution Company
a sion Of o co corpora ion
S C H:Iv:drg
g:lv\Union.wpd pg.2 10/97