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HomeMy WebLinkAboutMINUTES - 10191999 - C89 THE BOARD OF SUPERVISORS OF CONTRA COST, COUNTY, CALIFORNIA Adopted this Order on October 19, 1999, by the following vote: AYES: SUPERVISORS GIO A, UI111MMA, BESAULNIER AND CANGIAMILI A LACES: tN-OkjE ABSENT: GERBER ABS T Alli: IONE RESOLUTION NO. 99/541. SUBJECT: Transfer of Pipeline Franchise to Martinez Refining Company This Board on September 15, 1964, adopted Resolution 3352 granting'a franchise to operate pipelines on certain County rights of way pursuant to Ordinance No. 1327 to She'll Cil Company. Subsequent to the date the Resolution was adopted and the franchise was granted, Shell Coil Company transferred this asset to a newly-formed, wholly-owned subsidiary of Shell Cil Company named Shell Martinez Refining Company, an entity charged with the ownership and operation of refinery assets, including the pipeline for which the franchise was granted, Shell Martinez Refining Company became Martinez Refining Company on January 1, 1993. Shell Cil Company has requested that the franchise be transferred to the proper entity, Martinez Refining Company, IT IS BY THE BOARD ORDERED that the portion of the franchise granted ender Ordinance#1327 to Shell tail Company that pertains to the assets now owned by Martinez Defining Company, is hereby transferred to Martinez Refining Company, and that the Chair is authorized to sign a dilly executed agreement consenting to the transfer of the aforementioned portioned of the pipeline franchise to Martinez Defining Company. E hereby certify that this s t; e and correct oe y of ars action aero and antercd o� the n i€Utes oa v? e so ,"d of Supervisors on the date shown. OCTOBER 1.9, 1999 ATTESTED, Phil- Clerk of the Board of sup =.sons and County Administrator y Deputy Contact Person: Cliff Hansen (925)313-2341 CH:ly G:Mbdord190-19.doc Orig. Dept, Public Works(AD) RESOLU`T`ION, No. 99/541 C: County Auditor/Controller County Counsel AGREEMENTTING TO THE CONSENT OF THE COUNTY OF CONTRA COSTA TO THE ASSIGNMENT AND TRANSFER OF THE FRANCHISE T TO SHELL OIL COMPANY This Agreement (the"Transfer Agreement l is entered into on and is between and among the County of Contra Costa (C'County"I, Shell Oil Company (the""Tra sferor' 'and Martinez Refining Company (the ""Transferee'' . WHEREAS, on September 15, 1964, the Board of Supervisors (The"Board'I of the County granted a pipeline franchise (the""franchise"' , per Resolution #3352, to Shell Oil Company (the"Transferor l pursuant to the provisions of County Ordinance Code #1827 (the""Ordinance`I for a terms of ford (40) years to operate an oil pipeline within the County; and WHEREAS, the Transferor, or, May 1, 1996, transferred a pipeline, for which the franchise was granted, to a newly-formed, wholly-owned subsidiary of Shell Oil Company named Shell Martinez Rehiring Company, an entity charged with the ownership and operation of refinery assets, including the aforementioned pipeline; and WHEREAS, Shell Martinez Refining Company became Martinez Refining Company on January 1, 1998; and WHEREAS, the Transferor has fled a written application to the County, dated September 29, 1998 (the ""Application'I 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 glues 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 net 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 anyaudit ardor investigation relative to broaches 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 SHELL OIC.COMPANY By ley ASSISTANT Its l y PHIL BATCHELOR, Clerk of the MARTINEZ REFINING COMPANY Board of Supervisors and County Admi I trata epoty filer Its PC. . sc :1V g:W\Shetl o!#-Mtz Rei (zc�ss} pg.2 STATE OF COUNTY OF On 3 ,� ` Mare me Notary Public,personally appeared '. , � , personallyto rage to the person whose name is subscribdd to the wit-bin 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. Notary's Signature � `R� STATE OF eX lyl^ COUNTY OF G 0 oV 7�� eoS,-4 On J d tVy-A e it 1/ , c4 , Mare me, M.A91h L Notary Public, personally appeared 6 , A , 'I-A44 ., personally known to me to the person whose nate is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by lois 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. Notary's Signature MARM r,JOHNSON A140 r1r lwon#11 lx z ..Mp Notary Pubri� Cftmia Contra Costa CoUrfy MY COMM.Fjq*es Oct 6,200 AGREEMENT E CINE TO THE CONSENT OF THE COUNTY OF CONTRA COSTA TO THE ASSIGNMENT AND TRANSFER F THE FRANCHISE G tTED T SHELL OIL COMPANY This Agreement (the"Transfer Agreerne,nt) is entered into on , and is between and among the County of Contra Costa ("County'�, Shell Cil Company (tire "Transferor„)' and Martinez Refining Company (the "Transferee`. WHEREAS, on September 15, 1964, the Board of Supervisors (The "Board o of the County granted a pipeline franchise (the”franchlse'% per Resolution #3352, to Shell Oil Company (the "'Transferor's Pursuant to the provisions of County Ordinance Code #1827 tithe"Ordinance`' for a tern of forty ( 6} years to operate ars oil pipeline within the County and WHEREAS, the Transferor, on May 1, 1996, transferred a pipeline, for which the franchise was granted, to a newly-formed, wholly-owned subsidiary of Shell 011, Company named Shell Martinez Refining Company, an entity charged with the ownership and operation of refinery assets, including the afore€ entioned pipeline; and and WHEREAS, Shell Martinez Refining Company became Martinez Refining Company on January 1, 1998; WHEREAS, the Transferor has filed a written application to the County, dated September 29, 1998 (the "Applicatlon'� 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"Trahsfer'�; and WHEREAS, the Beard 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 charge, 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. 1=4/997 Pg.E 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 applicabie federal, state or local laws or regulations and agrees to wide 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 Mould 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 SHELL OIL COMPANY fly B € ASSISTANT 4 PHIL BATCHELOR, Cleric of the MARTINEZ REFINING COMPANY Board of Supervisors and County Admin t ° By By l stye derlt Its esf scHJV g;Ev\She11 o€€-Mtn Ref (10/991 fig.2 STATE OF � CONY OF 't ° On � � , fare .'otary a4Public,personally appeared . personally'k me to the person whose name is subscribed o the within instrument and acknowledged to rage 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, # ty Notary's Signature :� 'q.�t �, STATE OF 64,41 F'PRAIIA COUNTY OF I;'-4 AJ,"k A 64,5 rA On om ° . � s > before me, �r.V #/ or �s rotary Public,personally appeared W 45 4 , personally known to me 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 person acted., executed the instrument. WITNESS my hand and official seal. 6k4,te- ':Notary's Signature Myr. ,& I'