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TRANSFER AND ASSIGNMENT OF ASSETS AGREEMENT
This Transfer and Assignment of Assets Agreement (the "Agreement") is entered into
as of May 15, 2008 by and between SOUTH SHORE PIPELINE, LP ("SSP"), with an
address at 5847 San Felipe, Suite 1910, Houston, Texas 77057 and THE CITY OF CORPUS
CHRISTI, TEXAS (the "City"), with an address at 4225 South Port Avenue, Corpus Christi,
Texas 7841 5 53 1 1, herein after referred to as "Party" or "Parties."
In consideration of the premises and of the mutual covenants contained herein, the
adequacy and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Transfer and Assignment of Assets. Subject to the terms and conditions of this
Agreement, SSP agrees to transfer and assign and the City agrees to accept and receive all
of SSP's right, title, powers, privileges and interests in, to, and under SSP's Flour Bluff ten
inch (10")/twelve (12") pipeline (formerly Texas Crude's Flour Bluff pipeline) its related
Right-of--Way and Grants and Lot 7 Block 6 of Highland Oaks Subdivision, Unit II, its
Warranty Deed, hereinafter referred to collectively as the "Assets", that are more particularly
described in Exhibit "A" to the simultaneously executed Assignment of Pipeline and Rights of
Way and Lot (the "Assignment") from SSP to the City, subject to the terms and provisions of
the Grants and Deed and to all restrictions of record or in place. The location of the assigned
Pipeline and Lot is shown in the map attached as Exhibit "B" and incorporated by reference in the
simultaneous Assignment.
2. Effective Time. The effective time for this transfer is 12:01 a.m., on May 15, 2008
("Effective Time").
3. No Warranties of Title or of Condition. SSP does not warrant title to the
Assets. SSP DOES NOT WARRANT, EITHER EXPRESSLY OR IMPLIEDLY, THE
MERCHANTABILITY, CONDITION OR FITNESS FOR ANY PARTICULAR
PURPOSE OR USE OF ANY OF THE ASSETS; ANY WARRANTY OF CONDITION
OR FITNESS IS HEREBY EXPRESSLY NEGATED. THE CITY BY ENTERING INTO
THIS AGREEMENT HEREBY ACKNOWLEDGES THAT IT HAS MADE A COMPLETE
INSPECTION OF THE ASSETS, AND IS IN ALL RESPECTS SATISFIED WITH THEIR
CONDITION AND THEIR TERMS, AND THE CITY AGREES TO ACCEPT THE SAME
"AS IS, WHERE IS" AND "WITH ALL FAULTS."
4. Assumption of Liabilities -the City, Indemnity of SSP. As between the
parties, the City hereby assumes and agrees to pay, perform and discharge all obligations
and liabilities arising after the Effective Time under or in connection with the transferred
Assets. AS BETWEEN THE PARTIES, EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED IN THIS AGREEMENT AND TO THE EXTENT
ALLOWED BY TEXAS LAW, THE CITY ASSUMES ALL RISK AND LIABILITY OF
WuATC(1FVFR NATiTI~i CONNECTED WITH THE ASSETS AND AGREES TO
2006-622 ~EMNIFY, AND HOLD SSP, ITS AFFILIATES, AND THEIR
06/06/06 EMPLOYEES, AND AGENTS (COLLECTIVELY THE "SSP
Res. 026818
South Shore Pipeline, LP
INDEMNIFIED PARTIES"), HARMLESS FROM AND AGAINST ANY AND ALL
LLABII,ITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES
AND COURT COSTS), INCLUDING WITHOUT LIMITATION FOR INNRY TO OR DEATH
OF ANY PERSON, DAMAGE TO OR DESTRUCTION OF ANY PROPERTY
RESULTING DIRECTLY OR INDIRECTLY FROM, OR IN CONNECTION
WITH, STRICT LIABILITY OR THE EXISTENCE, CONDITION, FITNESS, OPERATION
OR USE OF THE ASSETS ON OR AFTER THE EFFECTIVE TIME. BUYER ALSO
ASSUMES, AND WILL DEFEND, INDEMNIFY, AND HOLD THE ABOVE SSP
INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES
FOR ENVIRONMENTAL CONTAMINATION CAUSED BY OR RELATED TO THE ASSETS
AND ANY RELATED NONCOMPLIANCE WITH LAWS AND REGULATIONS
RELATING TO PROTECTION OF THE ENVII2ONMENT OCCURRING AFTER THE
EFFECTIVE TIME, INCLUDING IN THIS OBLIGATION OF INDEMNIFICATION
A DUTY TO INDEMNIFY SSP AND THE SSP INDEMNIFIED PARTIES FOR THE1R OWN
NEGLIGENCE WITH RESPECT TO THE ASSETS.
5. Closing. The transfer of the Assets shall be consummated by the Parties'
execution of this Agreement and the simultaneous execution of the Assignment. If there are fees
or third party costs involved in obtaining any consents, the City will pay or reimburse SSP
for those fees or costs.
6. Recording Fees and Transfer Taxes. The City is responsible for the proper filing and
recordation of the Transfer and Assignment evidencing the transaction contemplated by this
Agreement. The City is responsible for all documentary, filing, and recording fees and the
sales, use and other transfer taxes, if any, incident to the transfer of the Assets. If SSP is
required to pay any of these costs, the City agrees to reimburse SSP within five business days
of written demand by SSP for reimbursement.
7. Proration of Revenues, Expenses and Taxes. All personal property, ad valorem, and
similar taxes, right of way and lease payments, and other expenses and revenues applicable to
the Assets shall be prorated as of the Effective Time between SSP and the City. The City shall
be responsible for all taxes, except income taxes of SSP, and the City will prepare all tax
filings in respect of the Assets that are required to be paid or filed after the date of this
Agreement. To the extent that any taxes are filed and paid by the City are to be prorated
hereunder, SSP shall promptly pay upon receipt of an invoice from the City SSP's pro rata share
of the referenced taxes attributable to the period in 2008 prior to the Effective Time. SSP
warrants that ad valorem taxes relating to the Assets of the period prior to May 15, 2008 are
the responsibility of SSP. If any excise, sales, use, or similar taxes apply to the Transfer and
Assignment of the Assets or any portion of them, those taxes (i) shall be the
responsibility of the City, and (ii) shall be paid to SSP by the City no later than the date
specified below for Transfer and Assignment of the Assets.
8. Further Assurances. SSP will, from time to time on or after the closing date (i)
execute and deliver to the City all such further assignments, endorsements and other documents
as the City reasonably requests in order to complete the transfer of SSP's right, title and interest
in the Assets to the City, and (ii) deliver any additional records relating to the Assets that SSP
may discover or obtain.
9. Assignability. This Agreement shall be binding upon and inure to the benefit of
SSP and the City and their respective successors and assigns. Nothing in this
Agreement, express or implied, is intended to confer upon any other person any rights or
remedies under or by reason of this Agreement.
10. Amendment and Waivers. This Agreement may be amended only by a written
agreement between SSP and the City. Any waiver, permit, consent, or approval of any kind or
character on the part of any party of any provision of this Agreement must be made in writing
and shall be effective only to the extent specifically set forth in writing.
11. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Texas, without reference to principles that could refer
to the law of another jurisdiction.
12. Inspections. The City acknowledges and warrants that it has had ample
opportunities to inspect all of the Assets and that the City has satisfied itself as to their
physical and environmental condition.
13. Severability. If any provision of this Agreement, whether a section, sentence or
any portion thereof, is determined by a court of competent jurisdiction to be null and void or
unenforceable, such provision shall be deemed to be severed and the remaining provisions of this
Agreement shall remain in frill force and effect.
14. Waivers. SSP shall not be deemed to have waived any right, power, privilege
or remedy unless such waiver is in writing and duly executed by it. No failure to exercise,
delay in exercising or course of dealing with respect to any right, power, privilege or remedy
shall operate as a waiver thereof by SSP or of any other right, power, privilege or remedy.
No exercise or partial exercise of any right, power, privilege or remedy shall preclude any
other or further exercise thereof by SSP or the exercise of any other right, power, privilege or
remedy by SSP.
15. Compliance with Applicable Laws. The City shall comply with all applicable
statutes, laws, codes, ordinances, orders, rules, regulations, proclamations and other
governmental requirements which are in any way related to its Transfer and Assignment of the
Assets, including, but not limited to, those relating to its possession, transportation, storage,
processing, cleaning, reconditioning, maintenance, handling, labeling, use or disposition of the
Assets.
16. Licenses, Permits, and Notices. The City shall obtain and pay for all required
consents, approvals, licenses and permits which are in any way related to its Transfer and
Assignment of the Assets, and the City shall give all required notices. The City hereby represents
and warrants that it has obtained all such consents, approvals, licenses and permits, and the Caty
shall famish copies of the same to SSP upon request.
17. Entire Agreement. This Agreement, as to its subject matter, exclusively and
completely states the rights and duties of the parties, sets forth their entire understanding and
merges all prior and contemporaneous representations, promises, proposals, discussions and
understandings by or between the parties. It maybe amended only by another written agreement
duly executed by the Parties.
Each of the Parties has signed this Agreement by its duly authorized representative as of
the date first set forth above.
SOUTH SHORE
TITLE: VP NET General Partners, LLC
THE CITY OF CORPUS CHRISTI, TEXAS
BY:
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TITLE: I~ 1\ 1_~ Q,~~`~
DATE: CY~(~Le ~ U°v
_ AUTHUHIL6r
DATE: U~ p~D~
as to
er COUNCIL ....C13.~1 u,.. t~ p~l~nt City Attomey
~.~, For City Attomey
ACKNOWLEDGEMENTS
STATE OF TEXAS §
COUNTY OF HARRIS §
This instrument was acknowledged, subscribed and sworn to before me on this!/ day
of (~VQ lf'vk 2008, by Joe M. Gutierrez, a duly authorized Vice President of NET
General Partners, LLC, general partner of South Shore Pipeline, LP, a Texas limited
partnership, on behalf of the limited partnership.
SHANA MCMILLAN
~ ~ . Notary Public
STATE OF TEXAS
My Comm. Ezp. Jun 28, 2012
Notary Public
STATE OF TEXAS §
COUNTY OF NUECES §
i s nt was acknowledged, subscribed, and sworn to before me on this day
of 2008, by George K. Noe, of THE CITY OF CORPUS CH ISTI,
TE AS, a xas Municipal Corporation, on behalf of said corporation. n
~ ~Q~~j/
Notary Public
+•" ry~ CONNIEPAflKS
i§ `@ MY CCMMBSION EXPIflES
gtnbet9,2011
~~r Nov
AFTER RECORDING RETURN TO:
City of Corpus Christi
Gas Department
4225 South Port Avenue
Corpus Christi, Texas 78415
STATE OF TEXAS
COLRJTY OF NUECES
I hereby certify that this instru~ent was FILED
in file nuaber sequence an the date and at the
tine staeped herein by ee, and was duly REGARDED
in the Official Public Records of
Nueces County, Texas
,IR ~~ 6
DIf~A T. BflRERRR
NUECES COUNTY, TEXR5
Rnyy pprovision herein which restricts the Sale, R
ental ar use
of the described REAL PROPERTY because of Race,
Color,
Religgions Sex, Handicap, Faeilial Status, or Nat
ienal Origin
is invalid and unenforceable under FEDERAL LAW,
3/12(09.
Doc# 200804Q1566
# Pages 6
09/08/200D 1:35PM
Official Records of
NUECE5 COUNTY
DIANA T. DARRERA
COUNTY CLERK
Fees (35.00
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