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HomeMy WebLinkAboutC2006-622 - 6/6/2006 - ApprovedG pR1611~W_ Doc# 2~U0$uj40566 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: -l~~~(~~~- D 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 J