HomeMy WebLinkAboutResolution No. R23-12RESOLUTION NO. R23-12
A RESOLUTION OF THE CITY COUNCIL AUTHORIZING THE MAYOR TO
CONSENT TO ASSIGNMENT OF AGREEMENT BY AND BETWEEN
EXXONMOBIL PIPELINE COMPANY LLC AND PAR PACIFIC HOLDINGS, INC.
WHEREAS, ExxonMobil Pipeline Company LLC (hereinafter "ExxonMobil") and Par
Pacific Holdings, Inc. (hereinafter "Par") have entered into a Sale and Purchase Agreement
(hereinafter "the SPA"), dated October 19, 2022, regarding the sale and purchase of certain
ExxonMobil assets located in Montana, from ExxonMobil to Par;
WHEREAS, as part of the transaction contemplated by the SPA, ExxonMobil desires
to assign to Par various holdings, including the right, title, and/or interest in and to the Right of
Way Grant between ExxonMobil as Grantee, and the City of Laurel as Grantor, dated August
16, 2011, and recorded in the County Records of Yellowstone County as Document No.
3596013 on August 22, 2011 (hereinafter "the Agreement");
WHEREAS, under the terms of the Agreement, the City of Laurel's written consent is
required in order to assign the Agreement by and between ExxonMobil and Par;
WHEREAS, ExxonMobil has requested the City's written consent to assign, indirectly
or directly, all of ExxonMobil's and or its predecessor or affiliate companies' rights and
obligations, as more particularly described in the SPA;
WHEREAS, the City's rights and obligations related to the Right of Way Grant are not
affected by or otherwise altered by the assignment of the rights and obligations under the SPA;
and
WHEREAS, the City is agreeable to the assignment of its rights and obligations related
to the Right of Way Grant and it reserves all of its concomitant rights and obligations.
NOW THEREFORE BE IT RESOLVED, by the City Council of the City of Laurel,
Montana that the City hereby gives consent to the assignment, indirectly or directly, of
ExxonMobil's and or its predecessor or affiliate companies' rights and obligations, as more
particularly described in the SPA, from ExxonMobil to Par, and the Mayor is authorized to
execute all legal documents related thereto.
Introduced at a regular meeting of the City Council on the 14th day of February 2023
by Council Member Sparks.
PASSED and APPROVED by the City Council of the City of Laurel, Montana on the
14th day of February 2023.
APPROVED by the Mayor on the 14th day of February 2023.
R23-12 Authorize Consent of Assignment By and Between ExxonMobil and Par
ATTEST:
Frz-Fr, Clerk -Treasurer
APPROVED AS TO FORM:
Michele L. Braukmann, Civil City Attorney
CITY OF LAUREL
Dave Waggoner, May r
R23-12 Authorize Consent of Assignment By and Between Exxon Mobil and Par
ExxonMobil Pipeline Company LLC
22777 Springwoods Village Parkway
EMHC, Energy 3, E3.5A.528
Spring, Texas 77389
(281) 922-2093 Telephone
January 30, 2023
Mayor Dave Waggoner
115 West I" Street
Laurel, MT 59044
RE: Request for Consent to Assign Right of Way Grant
Dear Mayor Waggoner,
Clint Beck
Manager, Right -of -Way & Claims
ExxonMobil Pipeline Company LLC (along with certain additional sellers) ("ExxonMobil") and Par
Pacific Holdings, Inc. (along with certain additional purchasers), ("Par") have entered into a Sale and
Purchase Agreement, dated October 19, 2022 ("SPA") regarding the sale of certain ExxonMobil assets
located in Montana to Par. As part of the transaction contemplated by the SPA, ExxonMobil desires to
assign to Par Rocky Mountain Midstream, LLC (a Par Pacific Holdings, Inc. affiliate), and Par desires to
accept from ExxonMobil, all of ExxonMobil's and/or its predecessor or affiliate companies' rights, title
and/or interest in and to the Right of Way Grant between ExxonMobil Pipeline Company LLC as grantee
and the City of Laurel as grantor, dated August 16, 2011 and recorded in the county records of
Yellowstone County as Document No. 3596013 on August 22, 2011 (the "Agreement").
Under the terms of the Agreement, the City's written consent is required in order to assign the Agreement
to Par. We are hereby requesting the City's consent to assign, directly or indirectly, all of ExxonMobil's
and or its predecessor or affiliate companies' rights and obligations as more particularly described in the
SPA.
Please acknowledge the City's consent to this assignment by having a duly authorized signatory
countersign this letter in the space provided below.
Yours very truly,
E( 1/
Da'c-ui3ip�nQ0.&e�d bye:
Clint �ec�CA5D425
Manager, Right -of -Way & Claims, ExxonMobil Pipeline Company LLC
Subject to the consummation of the SPA (as defined above) pursuant to the terms therein, consent and
approval to this assignment is hereby agreed to and accepted this ILitT- day of ayNV,
2023.
In
ri f Laurel
w—
Dave Waggoner, Matot