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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