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HomeMy WebLinkAboutMINUTES - 10191999 - C87 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Order on October 19, 1999, by the following vote: AYES: SUPERVISORS GIOIA, UIL€ MA, DESAJLNIER AND CANCIAMILLA FIDES: NONE ABSENT: GERBER ABSTAIN: NONE RESOLUTION NO. 99/536 SUBJECT: Transfer of Pipeline Franchise to Calpine Pittsburg, Inc. This Board on September 15, 1964, granted a franchise to operate numerous pipelines on certain County rights of way per Resolution # 3352 pursuant to Ordinance #1827 to Shell Cil Company. Subsequent to the date the franchise was granted Shell Oil Company sold a half(50%) interest in three (3) pipelines, for which the franchise was granted, to The Dow Chemical Company, who transferred these assets, effective October 27, 1933, to a newly formed subsidiary of The Dow Chemical Company reamed Great',Western Pipeline Company, Inc., an entity charged with the ownership and operation of refinery assets, including these pipelines. great Western Pipeline Company, Inc. sold and transferred this asset to Calpine Pittsburg, Inc., effective July 21, 1993. The Dow Chemical Company Inc. has requested that the franchise for these three (3) pipelines be transferred to the proper entity, Calpine Pittsburg, Inc. IT IS BY THE BOARD ORDERED that the portion of the franchise granted under Ordinance #1327 to Smell Oil Company that pertains to the assets now owned by Calpine Pittsburg, Inc., is hereby transferred to Calpine Pittsburg, Inc., and that the Chair is authorized to sign a duly executed agreement consenting to the transfer of the aforementioned portion of the pipeline franchise to Calpine Pittsburg, Inc. 1 hereby certify that ti is is a true and correct copy of an action talar: and entered on the minutes of the Board of Supervisors on the date shown. Contact Person: Cliff Hansen (925)313-2341 ATTESTED: GGIt31�E 19, 1999 SCH:Iv PAIL BA a CHELOR, Berk of the Board � g:lv\bdord\19-19.doc of SUP ssors and County A,drninistrator Orig. Dept.: Public Works(AD) y Z Depulty RESOLUTION NO. 99/536 TIDE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Order on October 19, 1999 by the following vote: AYES: SUPERVISORS 'GICIA, DILMA, DESAULIVIER AND CANCIAMILIA NOES: NONE ABSENT: GERBER ABSTAIN: NONE RESOLUTION NO. 99/537 SUBJECT: Transfer of Pipeline Franchise to Calpine Pittsburg, Inc. This Board on June 6,1967, granted a franchise to operate pipelines on certain County rights of way per Resolution 671404 pursuant to Ordinance No. 1327 to The Cow Chemical Company. Subsequent to the date the franchise was granted The Dow Chemical Company transferred this asset, effective October 27, 1983, to a newly formed subsidiary of The Dow Chemical Company named' Creat Western Pipeline Company, Inc., an entity charged with the ownership and operation of refinery assets; including the pipeline for which the franchise was granted. Great Western Pipeline Company, Inc. sold and transferred this asset to Calpine Pittsburg, Inc., effective July 21, 1998. The Dow Chemical Company Inc, has requested that the franchise be transferred to the proper entity, Calpine Pittsburg, Inc. 1T IS BY THE BOARD ORDERED that the franchise granted under Ordinance 1327 to The Dow Chemical Company, Inc. is hereby transferred to Calpine Pittsburg, Inc., and that the Chair is authorized to sign a duly executed agreement consenting to the transfer of the pipeline franchise to Calpine Pittsburg, Inc. a hereby certify that th'S s a <r;€e and v isreca copy of an action taken and entered on minutes of the 13o rd of Supervisors on the date snow"L Contact Person: Cliff Hansen '925)313-2341A7TESTED: OagBER 19 L 1999 SCH:iv PH.,,i BATCHELOR, Cierk of the Board c:erlb csrd\ 0-19.doo of Supervisors and County Administrator s Orig. Dept.: Public Works(AD) By Deputy c: RESOLUTION NO. 99/537 a THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Carder on October 19, 1999, by the following vote. AYES: SLT— ,IV iSORS GIOIA, B3.LLi'ti 4A, DESAULNIER AND CCS1Vl.siL'!MTLeS A NOES: NONE ABSENT: GERBER ABSTAIN: NONITE RESOLUTION NO. 99/539 SUBJECT: Transfer of Pipeline Franchise to Calpine Pittsburg, Inc. This Board in 1983, granted a franchise to operate pipelines on certain County rights of way pursuant to Ordinance leo. 1827 (as amended by Ordinance 79/50) to The Dow Chemical Company, and Encroachment Permit 1196, dated June 2, 1983, was issued to construct the Marsh Creek 2/Sunset Road pipeline. Subsequent to the date the franchise was granted The Dow Chemical Company transferred this asset, effective October 27, 1963, to a newly formed subsidiary of The Dow Chemical Company named Great Western Pipeline Company, Inc., an entity charged with the ownership and operation of refinery assets, including the pipeline for which the franchise was granted. Creat Western Pipeline Company, Inc, sold and transferred this asset to Calpine Pittsburg, Inc., effective July 21, 1998. The ®oar Chemical Company Inca has requested that the franchise be transferred to the proper entity, Calpine Pittsburg, Inc. IT IS BY THE BOARD ORDERED that the franchise granted under Ordinance 1827 (as amended by Ordinance 79/59) to The Dorm Chemical Company, Inc. is hereby transferred to Calpine Pittsburg, Inc.; and that the Chair is authorized to sign a duly executed agreement consenting to the transfer of the pipeline franchise to Calpine Pittsburg, Inc. €,-qreby cert::fy slat this is a true and correct copy of an action taxc-n and entered or! the rnlnutes of thy: Board of S. lae viso,s cr the date shown. OCTOBER 19, 1999 ATTES-'TED — — Contact Person: Cliff Hansen (925) 313-234" � i ��`c �t�,����, Clerk �� ire hoard SCH:ly of Sm tr for g:1v\bdord\10-19.doc By Deputy Orig. Dept.: Public Works(AD) c: RESOLUTION NO. 99/539 t THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Order on October 19, 1999 by the following vote: AYES: SUPERVISORS GIOIA, UILMMIA, DESALNIER AND CANCIAMILLA NOES: No'NTE ABSENT: GERBER ABSTAIN: NONE RESOLUTION NO. 99/538 SUBJECT: Transfer of Pipeline Franchise to Calpine Pittsburg, Inc. This Board on December 26, 1973 granted a franchise to operate pipelines on certain County rights of way per Resolution 7311002 pursuant to Ordinance No. 1627 to The [how Chemical Company. Subsequent to the date the franchise was granted The Dow Chemical Company transferred this asset,,effective October 27, 1933, to a newly formed subsidiary of The Dow Chemical Company named Great Western Pipeline Company, Inc., an entity charged with the ownership and operation of refinery assets, including the pipeline for which the franchise was granted. Great Western Pipeline Company, Inc. sold and transferred this asset to Calpine Pittsburg, Inc., effective July 21, 1998. The Dow Chemical Company Inc. has requested that the franchise be transferred to the proper entity, Calpine Pittsburg, Inc. IT IS BY THE BOARD ORDERED that the franchise granted under Ordinance 1827 to The [how Chemical Company, Inc. is hereby transferred to Calpine Pittsburg, Inc., and that the Chair is authorized to sign a duly executed agreement consenting to the transfer of the pipeline franchise to Calpine Pittsburg, Inc. hereby Certif'39 "ha' "his is Vit.true and +`ovrreri Copy Of :fin acct on laken and enterad or ane mutes Of ane Boars of Supervisors o�j the data Sho,,dn. ATTESTED. OCTOBER 19, 1999 € HIL PATCH I w , er° Of'he Board Contact Person: Cl ff Hansen (925)3,113-2344 oi: aper ssors an County Aornin strator SCH:Iv g:l�rOksdc3rt€110-ioc y — rp�a§` Orig. Dept.: Public works (AD) c: RESOLUTION NO. 99/538 ...... ....... THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Order on October 19, 1999, by the following vote: AYES: SUPERVISORS GIOIA, UII.EMM, D SAUL IEt AND CANGLAMILI NOES: NONE ABSENT: GMER ABSTAIN: WAN RESOLUTION 'O. 99/539 SUBJECT. Transfer of Pipeline Franchise to Calpine Pittsburg, Inc. This Board in 1983, granted e franchise to operate pipelines on certain County rights of way pursuant to Ordinance No. 1327 (es amended by Ordinance 79153)t9 The Dow Chemical Company, and Encroachment Permit 1196, dated June 2, '1983, was issued to construct the harsh geek#2/Sunset Road pipeline. Subsequent to the date the franchise was granted The Dow Chemical Company transferred this asset, effective October 27, 1983, to e newly formed subsidiary of The Cow Chemical Company nerved Greet Western Pipeline Company, Inc., an entity charged with the ownership and operation of refinery assets, including the pipeline for which the franchise was granted. Great Western Pipeline Company, Inc. sold and transferred this asset to Calpine Pittsburg, Inc., effective duly 21, '1993. The Dow Chemical Company Inc, has requested that the franchise be transferredto the proper entity, Calpine Pittsburg, Inc. IT IS BY THE BOARD ORDERED that the franchise greeted under Ordinanc-e 1327 (as amended by Ordinance 79164)to The Dow Chemical Company, Inc. is hereby transferred to Calpine Pittsburg, Inc., and that the Chair is authorized to sign a duly executed agreement consenting to the transfer of the pipeline franchise to Calpine Pittsburg, Inc. I hereby certify that this is a true and correct copy of an action taken and entered on the trtinutes of the Board of Supervisors on the date shown. OBER 19, 1999 Contact Person: cliff Hansen(925)313-2341 PHIL BATCHELOR, Clerk of the Board SCH:lv of Supervisors and County Ariministrator g:lv lord\10-19.doc Deputy Y Orig. Dept..Public Works(AD) RESOLUTION NO. 99/539 _......_. _...__.._ ......... ._....... _. _._... _. ....... .. . _. ........ .......... ........ ......... ....... .................... AGREEMENT RELATING TO THE CONSENT OF THE COUNTY OF CONTRA COSTATO THE ASSIGNMENT AND TRANSFER OF THE FRANCHISE T'ED T THE DOW CHEMICAL COMPANY This,Agreement (the "Transfer Agreement") is entered into on and is between and among the County of Contra Costa ("County"), The Dow Chemical Company (the "Transferors;) and Calpine Pittsburg, Inc. (the "Transferee"). WHEREAS, in 1983, the Board of Supervisors (The "Board") of the County granted a pipeline franchise (the "franchise") to Transferor pursuant to the provisions of County Ordinance Code #1827 (as amended by Ordinance 79/50) (the "Ordinance") for a term of forty (40) years to operate an oil pipeline, specifically identified as the Marsh Creek #2/Sunset Road pipeline, within the County; and WHEREAS, the Transferor transferred on October 27, 1953, the franchise to Great Western Pipeline Company, Inc., a wholly-owned subsidiary of the Transferor charged with the ownership and operation of refinery assets, including the pipeline for which the franchise was granted; and WHERA,S, Creat Western Pipeline Company, Inc. sold and transferred this asset to Transferee effective July 21, 1998; and WHEREAS, the Transferor has fled a written application to the County, dated April 25, 1998 (the"Appllcation'�, 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 small 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 world 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 this further written consent of the Beard. 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. The Transferee agrees and acknowledges that it has found the Ordinance, the franchise, and the other documents specified herein to be legally sufficlent, 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 tie 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 shad; 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 TransferAgreement 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. COUN OF COSTA THE IOW CHEMICAL COMPANY IqBy y Its 1 ' � 1IL BAaTCHELO CLERK OF THE CA E PITTSBURG, INC. BOARD OF SUPERVISORS SO AND r COU A D STRA By4 /7 7: E1T I# Its vie President sCH:�l{{w q '09/941 pry.2 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Order on October 19, 1999 by the following Grote: AYES: SLTER ISORS G101A, UIIKEM, DESAU IER AND CMCIAMILIA NOES. NOS ABSENT: GMB- ABSTAIN: NSE RESOLUTION NO. 991537 SUBJECT: Transfer of Pipeline Franchise to Calpine Pittsburg, Inc. This Board on June 6,1967, granted a franchise to operate pipelines on'certain-County rights of way per Resolution 671494 pursuant to Ordinance No. 1627 to The Dow Chemical Company. Subsequent to the date the franchise was granted The Dow Chemical Company transferred this asset, effective October 27, 1983, to a newly formed subsidiary of The Dov Chemical Company named Creat Western Pipeline Company, Inc., an entity charged with the ownership and operation of refinery assets, including the pipeline for which the franchise was granted. Creat Western Pipeline Company, Inc. sold and transferred this asset to Calpine Pittsburg, Inc., effective July 21, 1396. The Dow Chemical Company Inco has requested that the franchise be transferred to the proper entity, Calpine Pittsburg, Inc. IT 1S BY THE BOARD ORDERED that the franchise granted under Ordinance 1827 to The Dow Chemical Company, Inc. is hereby transferred to Calpine Pittsburg, Inc., and that the Chair is authorized to sign a duly executed agreement consenting to the transfer of the pipeline franchise to Calpine Pittsburg, Inc. I hereby certify that this is's. trace and correct copy of an action taken and entered on the minutes of the Board of Supervisors on the Contact Perron: Cliff Hansom 925 313-2341 date shown. OCIO SCH:ly ATTESTED: BER 121_I 999-- gJObdord110u19.doc PHIL BATCHELOR, Clerk of the Board of supervisors and County dministrstor Orifi.Dept.: Public Works(AD) By Deputyc: RESOLUTION NO. 991537 AGREEMENT RELATING TO THE CONSENT OF THE COUNTY OF CONTRA COSTATHE ASSIGNMENT AND TRANSFER 'F THE FRANCHISE T°'ED T THE DOW CHEMICAL COMPANY This Agreement (the "Transfer Agreement") is entered into on , and is between and among the County of Contra Costa ("County"), The Dow Chemical Company (the "Transferor") and Calpine Pittsburg, Inc. (the "Transferee"). WHEREAS, on June 6, 1967, the Board of Supervisors (The "Board") of the County granted a pipeline franchise (the "franchise") Per Resolution 67/404 to Transferor pursuant to the provisions of County Ordinance Code #1827 (the "Ordinance") for a terra',of forty (40) years to operate ars oli pipeline within the County; and WHEREAS, the Transferor transferred or, October 27, 1983, the franchise to Creat Western Pipeline Company, Inc., a wholly-owned subsidiary of the Transferor charged with the ownership and operation of refinery assets, including the pipeline for which the franchise was granted; and WHERAS, Great Western Pipeline Company, Inc. sold and transferred this asset to Transferee effective July 21, 1998; and WHEREAS, the Transferor has flied a written application to the County, dated April 25, 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. (ORMI pg., 11 _. .. _. . _. ......... . ........ .._...... .. . __......__.. .......... ............ ........ ........ ........... ......... ......... ............ ........... _......... 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. 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 long as the existing bond has bee;, reissued or has a rider attached which names Transferee as the new principal. COUN CO TRA COSTA THE DOW CHEMICAL COMPANY y ( By Its r /!d 1-74 K PHIL BATCHELOR, CLERK OF THE CA INE PITTSBURG, INC. BOARD OF SUPERVISORS AND COU D INIST T R JfJ/Jf�t �y aI'Y` #I3? I Its Vice President scWty Ov\dow-calpifne3 �.2 a I> ` y THE BOARD OF SUPERVISORS OF CONTRA COSTA OUNTY$ CALIFORNIA Adopted this Order on October 19, 1999 by the following vote: AYES: SUpERV SORS GIOIA, UIUMAj DESAUMER AN CANCLAMMA NOES: NONE ABSENT: EMBER ABSTAIN: NONE RESOLUTION NO. 99/538 SUBJECT: Transfer of Pipeline Franchise to Calpine Pittsburg, Inc. This Board on December 26, 1973 granted a franchise to operate pipelines on certain County rights of way per Resolution 73110162 pursuant to Ordinance No. 1627 to The Dow Chemical Company. Subsequent to the date the franchise was granted The Dov Chemical Company transferred this asset, effective October 27, 1983, to a newly formed subsidiary of The Dow Chemical Company named Creat Western Pipeline Company, Inc., an entity charged with the ownership and operation of refinery assets, including the pipeline for which the franchise was granted. treat Western Pipeline Company, Inc. sold and transferred this asset to Calpine Pittsburg, Inc., effective July 21, 1998. The Doug Chemical Company Inc. has requested that the franchise be transferred to the proper entity, (alpine Pittsburg, Inc, IT IS BY TIFF BOARD ORDERED that the franchise granted under Ordinance 1627 to The Dow Chemical Company, Inc. is hereby transferred to (alpine Pittsburg, Inc,, and that the (hair is authorized to sign a duly executed agreement consenting to the transfer of the pipeline franchise to (alpine Pittsburg, Inc. I hereby certify that this is s true and correct copy of an action taken and entered on the animates of the Board of Supervisors on the date shown, ATTESTED. B 19,', 1999 PHIL BATCHELOR, Clark of the Board Contact Person: cliff Hansen(92 S)313-2341 titrator SCH:1v g:tvlbdord\10-19.doc �y Deputy Orig. Dept.:Public Works(AD) c: RESOLUTION€ O. 99/558 .......... ..................................................................................................................................................... AGREEMENT RELATING TO THE CONSENT OF THE COUNTY OF CONTRA COSTA TO THE ASSIGNMENT AND TRANSFER OF THE FRANCHISE GRANTED TO THE DOW CHEMICAL COMPANY This Agreement (the "Transfer Agreement") is entered into on and is between and among the County of Contra Costa ("County"), The Dow Chemical Company (the "Transferor") and Calpine Pittsburg, Inc. {the "Transferee"). WHEREAS, on December 26, 1973, the Board of Supervisors (The "Board") offthe County granted a pipeline franchise (the "franchise") per Resolution 73/1002 to Transferor pursuant to the provisions of County Ordinance Code #1827 (the "Ordinance") for a term of forty (40) years to operate an oil pipeline within the County; and WHEREAS, the Transferor transferred on October 27, 1983, the franchise to Great Western Pipeline Company, Inc., a wholly-owned subsidiary of the Transferor charged with the ownership and operation of refinery assets, including the pipeline for whim the franchise was granted; and WHERAS, Great Western Pipeline Company, Inc. sold and transferred this asset to Transferee effective July 21, 1998; and WHEREAS, the Transferor has filed a written application to the County, dated April 25, 1998 (the"Appllcation', 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. [09/991 ........ .... _ _ ..... ._... ._.. _. _..__. _........ ........ ......... .................................. ............._........... .......__._.............._............ 1 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, nate 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 fisted 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 relatedperson 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. o This Transfer Agreement shall be deemed effective upon receipt of it by the County, so long as it has beer^, executed and so long as the existing bund has been reissued or has a rider attached which names Transferee as the new principal. COUN7 OF CONTRA COSTA THE DOS`CHEMICAL COMPANY y "6Z itsJ PHIL BATCHELOR, CLERK OF THE LPI PITTSBURG, INC. BOARD OF SUPERVISORS AND COUAD IS'7: it BY _ rry R. rum an Its Vice President SCHAV g.:!V\d0�r--a!p!ne2 € air pg. AGREEMENT E TING TO THE CONSENT OF THE COUNTY OF CONTRA COSTA TO THE AS I t ET AND TRANSFER THE FRANCHISE GRANTED HELL OIL COMPANY This Agreement (the"Transfer Agreernent`� is entered into on. , and is between and among the County of Contra Costa Shell Oil Company (the `'Transferor") and C 1pine Pittsburg, Inca (the "Transferee"). Whereas, on September 15, 1964, the Board of Supervisors (The"Board") of the County granted a pipeline franchise (the "franchise"), per Resolution #3362, to Shell Oil Company (the `°Transferor= pursuant to the provisions of County Ordinance',Code #1827 (the "Ordinance") for a term of forty (40) years to operate an oil pipeline within the County; and WHEREAS, the Transferor sold a half(50%) interest to The Dow Chemical Company in three (3) pipelines, for which the franchise was granted, specifically identified as the Dutch Slough Gas Line (8"), the Depco Field Gas Gathering Lire (8"), and the Depco FieldCas Gathering Line (4"); and WHEREAS, The Dow Chemical Company transferred on October 27, 1983, these pipelines to Creat Western Pipeline Company, Inc., a wholly-owned subsidiary of The Dow Chemical.Company charged with ownership and operation of the refinery assets, including the aforementioned pipelines; and WHEREAS, Creat Western Pipeline Company, Inc., sold and transferred' these assets to Calpine Pittsburg, Inc,, effective Judy 21, 1998; and WHEREAS, The Dow Chemical Company has filed a written application to the County, dated August 26, 1998 (the Application), wherein it has requested the consent of the County to the transfer and assignment of the franchise for the aforementioned pipelines 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. tsisaJ 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 herd 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 teras 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 persons or entity, challenges the validity or interpretation of said above listed documents in the future in any administrative proceeding or court of lava, 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. i /�gi pg.2 . This Transfer Agreement shall be deemed effective upon recelpt of it by the County se 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 SHELL OIL COMPANY By B, It - PML BATCHELOR Clerk of the THE DOW CHEMICAL COMPANY Board of Supervisors and County Administrator By By D pu4, Ciera Its > C E PITTSBURG,' INC. Its Vice President SCH:1V glv\s€ell-Ca€.doc {9/991 pg.3 .... 11.1............. ......... .._...... ......... ......... ........................._.......................... _. . ............. . .......__ .......... ......... .......... .......... ........ ......... ........ ....... PUBLIC WORKS DEPARTMENT Contra Costa County DATE: February 8, 2900 TO: Ann Cervelli, C erk of the Board FROM: S. Clifford bans N eputy Public Works Director SUBJECT: Franchise Transfer Agreements for Signature Enclosed are six dilly executed Pipeline Franchise Transfer Agreements, which are ready for signature by the Board Chair and Deputy Clerk, In October 1999, the Board approved a number of pipeline franchise transfers and authorized the Chair to sign duly executed Agreements consenting to the transfer of the franchise. Six of these Agreements are enclosed for signature. Unless otherwise noted, there is one original for each Agreement, These Agreements are as follows; Resolution #99/536: Transfer from Shell Coil and Dow Chemical to Calpine, Inc. (4 originals) Resolution #99/537: Transfer from Dow Chemical to Calpine, Inc. Resolution #99/538: Transfer from Dow Chemical to Calpine, Inc. Resolution #99/539: Transfer from Dow Chemical to Calpine, Inc. Resolution #99/549: Transfer from Shell Oil to Equilon Enterprises (2 originals) Resolution #99/542: Transfer from Shell Oil to Aera Energy LLC For your convenience, I have included copies of the Board Resolutions and noted In the top right hand corner of each Agreement the Resolution number pertaining to it. Please return the ,Agreements to me after they have been signed. The Agreement related to Resolution #99/541 has not been executed.', As soon as I receive it, I will forward it to you. If you have any questions, please call me at 3-2341. Thank you for your assistance with this matter. 5CWr 9ab\C0-42\clerk Enclosures c: 3X Westford,Public Works Nrector