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Home My WebLink AboutMINUTES - 10191999 - C88 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY CALIFORNIA ,adopted this Order on October 19, 1999, by the following vote: ,AYES: SUPERVISORS CIOIA, UILKEM, DESAULNIER AND CANCIAMILIA NOES: NONE ABSENT: GERBER ABSTAIN: NONE RESOLUTION NO, 99/540 SUBJECT: Transfer of Pipeline Franchise to Equilon Enterprises LLC. 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 Oil Company. On January 1, 1998, Shell Oil Company and Texaco Inc. formed Equilon Enterprises LLC which combined the major elements of Shell's and Texaco's refining and marketing activities and their United States transportation, trading and lubricant business including a pipeline covered by the aforementioned franchise. Shell Oil Company has requested that the franchise for this pipeline be transferred to the proper entity, Equilon Enterprises LLC. IT IS BY THE BOARD ORDERED that the portion of the franchise granted under Ordinance ##1827 to Shell Oil Company that pertains to the assets now owned by Equilon Enterprises LLC, is hereby transferred to Equilon Enterprises LLC, 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 Equilon Enterprises LLC. fere y certify is a true and correct copy of an action take; and erYered or. ih minutes of uia Foard of —Supervisors or e date st-,,o n. OC"IOBER 19, 1999 PHIL AT'C HELOR, :�x�r€�..of ttla Board of supervisors ar:d ucunty Ad fninlstrator By Depty Contact Person: Cliff Hanson(92 a)313-2341 SCH.1v G:(v\bdord\10-19.doc Ong. Dept. Pubilc Works (AD) C: County Auditor/Controller County Counsel RESOLUTION NO, 99/549 '7 f7l:5-41e AGREEMENT RELATING TO THE CONSENT OF THE COUNTY OF CONTRA COSTA TO THE ASSIGNMENT AND TRANSFER OF THE FRANCHISE GRANTED T ELL OIL COMPANY This Agreement (the`Transfer Agreement") is entered into on ands between and among the County of Contra Costa i`County"), Shell Oil Company (the "Transferor") and Equilon Enterprises LLC (the"Transferee'. Whereas, on September 1.5, 1964, the Board of Supervisors (The "'Board") of the County granted a pipeline franchise (the `franchise"), Per Resolution ##3352, to Shell Girl 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, on January 1, 1998, the Transferor and Texaco Inc, formed qu€lon Enterprises LLC which combines the major elements of Shell's and Texaco`s refining and marketing activities and their United States transportation, trading and lubricant business including a pipeline covered by the aforementioned franchise; and Whereas, the Transferor has filed a written application to the County, dated September 29, 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 subsequentchange in the ownership of the 191993 pg.s License or the ownership or control of the Transferee and there shall be no farther 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 arra 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 laves 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 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 nd/orinvestigation 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 lave, 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. b��s�I pg.x 5. This Transfer Agreement shall be deemed effective upon receipt of it by the County se long as it has been executed and se long as the existing bond has been Yeissed or has a rider attached which names Transferee as the new principal, COUNTY OF CONTRA COSTA SMELL OIL COMPANY By UAO By Its ASSISTANT' PHIL BATCHELOR, Clerk of the E UILON ENTERPRISES LLC Board of Supervisors and County Administrator By By ", . Dd1puty Clerk .� its SCH a.v g:v;sheJ1-equ',.on.aoc io/99) STATE OF CO-LNTY O Ong'` �thewithin e otary Pubic, personally appeared personally n to the person whose name is subscribe to instrument'and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. � °VIP Notary's Signature STATE O COUNTY OF On _ J1,1k1fjZVj -Lu , Gym , before me, 1D61�oio kv. , Notary Public, personally appeared _�' J. Rvw4, -d , personally known to nae to 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 the instrument the person, or the entity upon behalf of which the persona acted, executed the instrument. WITNESS gay hand and official seal. [[33tt Our. Notary's Signature I r