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Home My WebLink AboutMINUTES - 10201998 - C58 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Order on October 13, 1996 by the following vote: AYES: Supervisors Uilkema, Gerber, DeSaulnier, Canciamilla, and Rogers NOES: None ABSENT: None ABSTAIN: None RESOLUTION NO. 98/547 SUBJECT: Transfer of Pipeline Franchise to Aera Energy LLP. This Board on June 4, 1963, granted a franchise to operate pipelines on certain County rights of way pursuant to Ordinance NO. 1735 to Shell Oil Company. Subsequent to the date the franchise was granted Shell Oil Company sold this asset, effective February 1, 1995, to Shell Western E & P, Inc. Shell Western E & P, Inc. assigned the pipeline and franchise to CalResources LLP, a Shell Oil Company affiliate, effective July 6, 1995. CalResources LLP transferred the pipeline and franchise to Aera Energy LLP when Aera Energy LLP was formed on June 1, 1997, from the combined California exploration and producing assets of CalResources LLP and Mobil Exploration & Producing U.S. Inc. Shell Oil Company Inc. has requested that the franchise be transferred to the proper entity, Aera Energy LLP. IT IS BY THE BOARD ORDERED that the franchise granted under Ordinance 1735 to Shell Oil Company is hereby transferred to Aera Energy LLP, and that the Chair is authorized to sign a duly executed agreement consenting to the transfer of the pipeline franchise to Aera Energy LLP. I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the date shown. ATTESTED: October 20, 1998 PHIL BATCHELOR, Clark of the Board of Supervisors and County Administrator ContaSCH:Iv Person: Cliff Hansen (925)313-2341 By Az2 ° Deputy g:lvlbdord\10-13.doc Orig. Dept.: Public Works(AD) c: RESOLUTION NO. 98/547 AGREEMENT RELATING TO THE CONSENT OF THE COUNTY OF CONTRA COSTA TO THE ASSIGNM'E'NT AND TRANSFER OF THE FRANCHISE GRANTED TO SHELL OIL COMPANY This Agreement (the"'Transfer Agreement) is entered into on . . s and is between and among the County of Contra Costa {"County'), Shed Oil Company (the"Transferor') and Aera Energy LLC (the "Transferee). Whereas, on June 4, 1953, the Board of Supervisors (The""Board'I of the County granted a pipeline franchise (the"franchise"} to Shell Oil Company(the ""Transferor')'pursuant to the provisions of County Ordinance Code #1735 (the ' Ordinance') for a term of forty (40) years to operate an oil pipeline within the County; and . Whereas, the Transferor sold the pipeline, for which the franchise was granted', and transferred the franchise to Shell Western E&P, Inc. effective February 1, 1995; and Whereas, Shell Western E&P, Inc. assigned the pipeline and franchise to CalResources LLP (a Shell Oil Company affiliate) effective July 5,1995; and Whereas, CalResources LLP transferred the pipeline and franchise to Transferee when Transferee was formed on June 1, 1997 from the combined California exploration and producing assets of CalResources LLP and Mobil Exploration & Producing U. S. Inc.; and Whereas, the Transferee has filed a written application to the County, dated September 14, 1998 (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's; 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 grantingof 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. I 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. 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 accept 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 bang as the existing bond has been reissued or has a rider attached which names Transferee as the new principal. CO'U'NTY OF CONTRA COSTA SHELL OIL COMPANY B By Its4L A PWA PHIL BATCHELOR, Clerk of the AERA ENERGY LLC Board of Supervisors and County Administrator . By B Deputy Clerk Its t I State of Texas County of Harris On this day of 1998, personally', appeared before me who being by me first duly sworn declared that he is the Assistant Secretary of Shell Oil Company and that the statements contained therein are true. " ANITA A.CHEATHAM ` Notary Pubk,State of T"U mytommWMEXPIM JANUARY 02,2001 SCH:1v g:lvlshell-aera.doc ((19/4R1 no i State of California } County of Dern } Can November 17, 1998, before me, Mary Jean Costa, Notary Public, personally appeared J. C. Boyd, personally known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on MAWJEANCOM the instrument the person or the entity upon behalf of CommbAM#1184134 which the person acted, executed the instrument. Nobly PUbAC-CONOMb , � WITNESS my hand and official seal.