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Home My WebLink AboutMINUTES - 05131997 - C3 TO: BOARD OF SUPERVISORS FROM: J. MICHAEL WALFORD, PUBLIC WORKS DIRECTOR DATE: May 13, 1997 SUBJECT: Transfer of Shell Oil Company Pipeline franchise SPECIFIC REQUEST(S)OR RECOMMENDATION(S)&BACKGROUND AND JUSTIFICATION I. Recommended Action: AUTHORIZE Chair to sign duly executed agreement consenting to the transfer of pipeline franchise to Shell Martinez Refining Company. II. Financiallmpact: None. Ill. Reasons for Recommendations and Background: The Board of Supervisors on February 4, 1997, adopted Resolution 97/62 transferring a franchise to operate pipelines on certain County rights of way from Shell Oil Company to Shell Martinez Refining Company. An agreement consenting to the assignment and transfer of the franchise has been signed by both parties. IV. Consequences of Negative Action: The transfer would not take place. Continued on Attachment: SIGNATURE: _RECOMMENDATION OF COUNTY ADMINISTRATOR _RECOMMENDATION OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON AT)3j77 APPROVED AS RECOMMENDED OTHER— VE OF SUPERVISORS UNANIMOUS (ABSENT ) AYES: NOES: ABSENT: ABSTAIN: SCH:ly I hereby c that thle b a true and t orretx of grad\BO\5-13.wpd tett ecdon taken end entered on the minutea of the Board of Supervisors on thedate Mho n. Orig. Div: Public Works(ADMIN) �p 11.SA OR,C)6,rk of th board Contact: Cliff Hansen(510)313-2341 ofSupery and CountyAdministret� c: County Administrator County Counsel DOM AGREEMENT RELATING TO THE CONSENT OF THE COUNTY OF CONTRA COSTA TO THE ASSIGNMENT AND TRANSFER OF THE FRANCHISE GRANTED TO SHELL OIL COMPANY This Agreement (the "Transfer Agreement") entered into this , between and among the County of Contra Costa ("County"), Shel it Company (the "Transferor") and Shell Martinez Refining Company (the "Transferee"). WHEREAS, on January 16, 1996, the Board of Supervisors (The "Board") of the County approved by Resolution No. 96/16 the granting of a pipeline franchise (the "franchise") to the Transferor pursuant to the provisions of the County Ordinance Code (the "Ordinance") for a term of twenty (20) years to operate an oil pipeline within the County; and WHEREAS, the Transferor has filed a written application to the County, dated July 10, 1996 (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. 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 been reissued or has a rider attached which names Transferee as the new principal. COUNTY OF CONTRA COSTA SHELL OIL COMPANY By B y Zc ,z�'le 6, P. E. Wallace Its fey-in-Fact PHIL BATCHELOR, Clerk of the SHELL MARTINEZ REFINING COMPANY Board of Supervisors and County Administrator `Y�7 /311 By BY Deputy ClROBERT F. WALSH, III Its VICE PRESIDENT PLANNING & DEVELOPMENT CERTIFIED COPY .I crrtlfv that flits is if fill.t me and mem cvpyof t he original doettment which is on file it. an.office ATTEST Plill.BATCHELOR Clerk of the hoard of Stgwrvfsors and County Administralor by Deputy Clerk. [01/971 pg.2 STATE OF C'6W )( )( COUNTY OF Co, Vv4 (%o 5 )( On , 1997, before me, Notary Public, personally appeared A)(ge✓�- �.a:S� _, 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. ANNE L.SHACKLEFORD Notary's Signature a C7 'y NOTA[!'pU6lIC 10046�R 0 m CONTRA COSTA CO MY Comm.Cx ires Nov.4UNTY-� P , 1997 STATE OF )( )( COUNTY OF IF'"I S )( On &CH 1997, before me, Notary Public, personally appeared P- U�) GE , 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. ry's S' nature A.� JOSEPH CALVO JR. Notary Pubb,State of Toon My Commission Expires May 21,2000 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5907 State ofGr/ rrr eA. -- County of �'a -6� On is/y 7 before me, 4 r7e k(P-,( W , DATE NAME,TITLE OF OFFICER-E.G.,"JANE DOE,NOTARY PUBLIC' personally appearedc Lr1 NAME(S)OF SIGNER(S) 2yersenally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are subscribed to the within instrument and ac- knowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that .by his/her/their n ANNE L.SHACKLEFORDO signature(s) on the instrument the person(s),_ 'COMM #1004630, CU NOTARY PUBLIC CALIFORNIAN or the entity upon behalf of which the CONTRA COSTA COUNTY-- MI-Comm.Expires Nov 4 1997 =E person(s) acted, executed the instrument. WITNESS my hand and official seal. SIGNATURE OF NOTARY OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ INDIVIDUAL C�G`ORPORATE OFFICER yP (-71a"n,H9)e ec, 5� ��"`"�- - - TITLE OR TYPE DOCUMENT ITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL 2— ATTORNEY-IN-FACT ATTORNEY-IN-FACT NUMBER OF PAGES ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR u El OTHER: /��) �9 DATE OF DOCUMENT SIGNER IS REPRESENTING: NAME OF PERSON(S)OR ENTITY(IES) SIGNER(S)OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184