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Home My WebLink AboutMINUTES - 11031998 - C120 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Order on November 3, 1998, by the following vote: AYES: aper cors uilkafe., Ga-ber, U lnier, CaTdmri h, and Rhes NOES: None ABSENT:Nom ABSTAIN: Ncie RESOLUTION NO. 98/58o SUBJECT: Transfer of Pipeline Franchise to Shore Terminals LLC This Board on February 7, 1995 granted 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. 92164) to Wickland Oil Martinez L.P. Subsequent to the date the franchise was granted Wickland Oil Martinez L.P. sold this asset to Shore Terminals LLC, which was formed on August 3, 1998 for the express purpose of acquiring the Wickland marine terminals located in California. Wickland Oil Martinez L.P. has requested that the franchise be transferred to the proper entity, Shore Terminal's LLC. IT IS BY THE BOARD ORDERED that the franchise granted under 1827 (as amended by Ordinance No. 79/50 and Ordinance No. 92164)to Wickland Oil Martinez L.P. is hereby transferred to Shore Terminals LLC, and that the Chair is authorized to sign a duly executed agreement consenting to the transfer of the pipeline franchise to Shore Terminals LLC. I hereby certify that this is a true and correct copy of an action taken and entered on the minutes of the Boardof Supervisors on the date shown. I 12M ATTESTED: PHIL BATCHELOR, Clerk of the Hoard Orig. Dept.: Public Works (AD) of Supervisors and(County Administrator Contact Person: Cliff Hansen (925)313-2341 By_- &.A A /91 Deputy SCH:Iv g:iv\bdord\11-3.doc RESOLUTION NO. 98/580 AGREEMENT RELATING TO THE CONSENT OF THE COUNTY OF CONTRA COSTA TO THE ASSIGNMENT AND TRANSFER OF THE FRANCHISE GRANTED TO WICKLAND OIL MARTINEZ This Agreement(the 'Transfer Agreement") is entered into on NsvtMbe 3T ijfM , and is between and among the County of Contra Costa ("County"), Wickland Oil Martinez (the "Transferor") and Shore Terminals LLC (the 'Transferee"). WHEREAS, on February 7, 1995, the Board of Supervisors (The "Board") of the County granted a pipeline franchise (the "franchise") to Transferor pursuant to the previsions of County Ordinance Code #1827 (as amended by Ordinance #79/50 and Ordinance #92/64) (the "Ordinance") for a term of twenty (20) years to operate an oil pipeline within the County; and WHEREAS, the Transferor sold on November 1, 1998, the franchise to Shore Terminals LLC; and WHEREAS, the Transferor has filed a written application to the County, dated October 20, 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); 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. 1x0/987 pg.r 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 th'Is 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 WICKLAND OIL COMPANY By. B oyc an Its iden�- PHIL BATCHELOR,,CLERK OF THE SHORE TERMINALS LLC BOARD OF SUPERVISORS AND COUNTY ADMINISTRATOR By By its sCH:Ev g:1v\w1rk4iom2.doc (10/98) pg.2 CALIFORNIA ALL-PURPOSE ism- ACKNOWLEDGEMENT STATE OF CALIFORNIA ) COUNTY OF 2JI On before me, I I J,4 P,A Ar"� 62A 11. A —4.§P F — [TATE AME,TILE OROFFICER-E.G.,*jQ7 WE iTOTARY P UC" personally appeared, CP C. ' a Ott personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s) whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/ they executed the same in his/her/their authorized capacity(les), and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s)acted, executed the instrument. WITNESS my hand and official seal. •- amu* Ruby t . V : ray PUF3iY.nIv•1Ch-034 L `vii SE•'s j� Y +"` CIMM CxF.Jun'u3 2100 (SEAL) tr Esud srNATURE 0 '-,- OPTIONAL INFORMATION F TITLE OR TYPE OF DOCUMENT DATE OF DOCUMENT NUMBER OF PAGES SIGNER(S)OTHER THAN NAMED ABOVE r � CILUIPORNiA ALL-PURPOSE ACKNOWLEDGMENT ► . State of Cal i fo rn i a County of Sacramento Can December 8. 19 8 before me, Evelyn Marie Waldick. Notarv _Public , DATE NAME,ME OF OFFICER-E.G., J"OM NOTARY PUBLIC personally appeared Roy L. Wickland NAME(S)OF SIQNEWS) I personally known to me - CSR - a-preyed-49-me-on,the-basie-o#-ea 101ote�y7-7"A r�- to be the person(s) whose names ism subscribed to the within instrument and ac- knowledged to me that helshaftjW executed the same in his/haritheiv, authorized capacity(ie:s), and that by his/hoxMxeiv signatures on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. F'V YN MARIE WALVCK commission# 11&3193 WITNESS my hand and official seat. Notorg PuNIc.collfomia SOCrIctmento County My comm.Expires.jun 7.XM .-,,� wrwrlwr StGNA't LRE OF NOTARY OPTIONAL Though the data below is not required by taw,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this farm. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT INDIVIDUAL CORPORATE OFFICER Transfer Agreement TITLE OR TYPE OF DOCUMENT Trims) D PARTNER(S) D LIMITED D GENERAL D ATTORNEY-IN-FACT NUMBER OF PAGES D TRUSTEE(S) D GUARDIANICONSERVATOR D OTHER: November 3, 1998 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PER§tT")OR EW"Y(IES) SIGNER(S)OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION•8238 Renimat Ave.,P.O.Sox 7184 Canoga Park,CA 91349-7184