EX-10.2 5 d594209dex102.htm EX-10.2 Execution Version MASTER TERMINALLING SERVICES AGREEMENT
Exhibit 10.2
Execution Version
MASTER TERMINALLING SERVICES AGREEMENT
This Master Terminalling Services Agreement (this “Master Agreement”) is dated as of August 6, 2018, by and between, with respect to each respective Terminal set forth on Schedule I and the Terminal Service Order applicable thereto, the party identified as “Customer” with respect to such respective Terminal as set forth on Schedule I (such party, as applicable to the respective Terminal, a “Customer”), and the party identified as “Provider” with respect to such respective Terminal as set forth on Schedule I and the Terminal Service Order applicable thereto (such party, as applicable to the respective Terminal, a “Provider”).
WHEREAS, Provider will operate the Terminal pursuant to this Agreement; and
Capitalized terms used throughout this Agreement shall have the meanings set forth below, unless otherwise specifically defined herein.
“Agreement” has the meaning set forth in Section 2(a).
“Ancillary Services” has the meaning set forth in Section 3(d).
“API” means American Petroleum Institute.
“Applicable Law” means any applicable statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, requirement, or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect.
“ASTM” means ASTM International, formerly known as the American Society for Testing and Materials.
“Barrel” means a volume equal to 42 U.S. gallons of 231 cubic inches each, at 60 degrees Fahrenheit under one atmosphere of pressure.
“Blending Services” has the meaning set forth in Section 9.
“bpm” means Barrels per Month.
“Business Day” means a day, other than a Saturday or Sunday, on which banks in New York, New York are open for the general transaction of business.
“Capacity” means the gross storage capacity of a tank for each respective Product at the respective Terminal, based upon its dimensions.
“Capacity Resolution” has the meaning set forth in Section 28(c).
“Carrier” means a third-party agent or contractor who transports Products via tank trucks or railcars to or from the Terminal for Customer or for Customer’s account.
“Commencement Date” has the meaning set forth in Section 2(b).
“Confidential Information” means all confidential, proprietary or non-public information of a Party, whether set forth in writing, orally or in any other manner, including all non-public information and material of such Party (and of companies with which such Party has entered into confidentiality agreements) that another Party obtains knowledge of or access to, including non-public information regarding products, processes, business strategies and plans, customer lists, research and development programs, computer programs, hardware configuration information, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), trade secrets, schematics and other technical, business, marketing and product development plans, revenues, expenses, earnings projections, forecasts, strategies, and other non-public business, technological, and financial information.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.
“Customer” has the meaning set forth in the Preamble. For the avoidance of doubt, “Customer” shall mean the applicable Customer with respect to the respective Provider, Refinery, and Terminal identified on Schedule I.
“Customer Group” has the meaning set forth in Section 23(a).
“Customer Termination Notice” has the meaning set forth in Section 27(b).
“Dedicated Tanks” has the meaning set forth in Section 5(a).
“EPA” means U.S. Environmental Protection Agency.
“Extension Period” has the meaning set forth in Section 2(b).
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“Force Majeure” means events or circumstances, whether foreseeable or not, not reasonably within the control of Provider and which, by the exercise of due diligence, Provider is unable to prevent or overcome, that prevent performance of Provider’s obligations hereunder, including: acts of God, strikes, lockouts or other industrial disturbances, wars, riots, fires, floods, storms, orders of Governmental Authorities, explosions, terrorist acts, breakage, accident to machinery, equipment, storage tanks or lines of pipe, and inability to obtain or unavoidable delays in obtaining material or equipment and similar events.
“Force Majeure Notice” has the meaning set forth in Section 27(a).
“Force Majeure Period” has the meaning set forth in Section 27(a).
“Governmental Authority” means any federal, state, local or foreign government or any provincial, departmental or other political subdivision thereof, or any entity, body or authority exercising executive, legislative, judicial, regulatory, administrative or other governmental functions or any court, department, commission, board, bureau, agency, instrumentality or administrative body of any of the foregoing.
“Indemnified Group” means the Customer Group or the Provider Group, as applicable.
“Initial Term” has the meaning set forth in Section 2(b).
“LPG” means liquid petroleum gas, including, but not limited to, butane, isobutane, and propane.
“Master Agreement” has the meaning set forth in the Preamble.
“Month” means a calendar month.
“Notice Period” has the meaning set forth in Section 26(a).
“Operating Procedures” has the meaning set forth in Section 28(f).
“Partnership” has the meaning set forth in the Recitals.
“Partnership Change of Control” means Andeavor ceases to Control the general partner of the Partnership.
“Party” or “Parties” means that each of Customer and Provider, as applicable with respect to the respective Terminal, is a “Party” and collectively are the “Parties” to this Agreement.
“Passthrough Charges” has the meaning set forth in Section 7(a).
“Person” means any individual, partnership, limited partnership, joint venture, corporation, limited liability company, limited liability partnership, trust, unincorporated organization or Governmental Authority or any department or agency thereof.
“Product” or “Products” means the hydrocarbons (including waste water produced therefrom), diesel, LPGs, petroleum products, ethanol or biofuels, crude oil, Transmix, refined products, refinery feedstocks, intermediate products and/or fuel oil described herein as being handled under this Agreement at a respective Terminal, as applicable, in each case, to the extent permitted under the applicable Terminal Service Order.
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“Provider” has the meaning set forth in the Preamble. For the avoidance of doubt, “Provider” shall mean the applicable Provider with respect to the respective Customer, Refinery, and Terminal identified on Schedule I.
“Provider Group” has the meaning set forth in Section 23(b).
“Rail Excess Amount” has the meaning set forth in Section 6(b).
“Rail Loading Equipment” has the meaning set forth in Section 6(c).
“Rail Loading Services Fee” has the meaning set forth in Section 6(a).
“Rail Minimum Commitment” means the volume in bpm throughput at the respective Terminal by loading and unloading railcars by Provider on behalf of Customer, as set forth on Schedule C hereto.
“Rail Reserved Capacity” means the volume in bpm throughput at the respective Terminal by loading and unloading railcars by Provider on behalf of Customer, as set forth on Schedule C hereto.
“Rail Shortfall Payment” has the meaning set forth in Section 6(d).
“Receiving Party Personnel” has the meaning set forth in Section 33(d).
“Refinery” means a Customer’s respective refinery(ies) associated with the respective Terminal, as identified on Schedule I. For the avoidance of doubt, “Refinery” shall mean the respective Refinery as applicable to the respective Terminal, Provider, and Customer identified on Schedule I.
“Reserved Capacity” means the effective storage capacity of a tank, taking into account accepted engineering principles, industry standards, API guidelines and Applicable Law, only as to Products that each tank is capable of storing, within the requirements of applicable permit requirements and under actual conditions as they may exist at any time. The Reserved Capacity of each Dedicated Tank at a respective Terminal, as applicable, is listed on Schedule B, as may be amended by an applicable Terminal Service Order. The Parties recognize that the existing Reserved Capacity of certain tanks may be less than the Capacity of such Dedicated Tanks. For the avoidance of doubt, the Reserved Capacity set forth on Schedule B, as may be amended by an applicable Terminal Service Order, is intended as a representation for the full Capacity of each Dedicated Tank.
“Restoration” has the meaning set forth in Section 28(b).
“Special Damages” has the meaning set forth in Section 22(a).
“Storage Services Fee” has the meaning set forth in Section 5(a).
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“Surcharge” has the meaning set forth in Section 11(a).
“Suspension Notice” has the meaning set forth in Section 26(a).
“Tank Heels” consist of the minimum quantity of Product which either (a) must remain in a tank during all periods when the tank is available for service to keep the tank in regulatory compliance or (b) is necessary for physical operation of the tank.
“Term” has the meaning set forth in Section 2(b).
“Terminal” means a Provider’s respective terminal, as identified on Schedule I. For the avoidance of doubt, “Terminal” shall mean the applicable Terminal as applicable to the respective Provider, Customer, and Refinery identified on Schedule I.
“Terminal Excess Amount” has the meaning set forth in Section 4(b).
“Terminal Minimum Throughput Commitment” for the respective Terminal means the volume in bpm set forth for such respective Terminal on Schedule A hereto.
“Terminal Reserved Capacity” for the respective Terminal means the volume in bpm set forth for such respective Terminal on Schedule A hereto.
“Terminal Service Order” has the meaning set forth in Section 13(a).
“Terminalling Equipment” has the meaning set forth in Section 4(c).
“Terminalling First Offer Period” has the meaning set forth in Section 30(b).
“Terminalling Right of First Refusal” has the meaning set forth in Section 30(b).
“Terminalling Service Fee” means for any Month during the Term, the total fee per Barrel of throughput paid by Customer during that Month for terminalling and Ancillary Services at the respective Terminal (but excluding the Storage Services Fee and the Rail Loading Services Fee) as set forth on a Terminal Service Order for such respective Terminal.
“Terminalling Shortfall Payment” has the meaning set forth in Section 4(d).
“Termination Notice” has the meaning set forth in Section 27(a).
“Transmix” has the meaning set forth in Section 8.
“ULSD” means ultra-low sulfur diesel.
2. TERM; TERMINAL SERVICE ORDERS
(a) For the duration of this Master Agreement, Customer and Provider shall enter into Terminal Service Orders as set forth in Section 13(a), each of which shall create a separate and specific agreement in respect of the services described in such Terminal Service Order between the Customer identified in the applicable Terminal Service Order and the Provider identified in the
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applicable Terminal Service Order (such separate agreement is hereinafter referred to as an “Agreement”). Each Agreement shall consist, collectively, of the terms and conditions set forth in this Master Agreement and the applicable Terminal Service Order. Any reference contained herein to “this Agreement” shall refer to the applicable Agreement between the applicable Customer and the applicable Provider with respect to each Terminal and the services provided by Provider in connection therewith. The various Provider parties under this Master Agreement shall be severally (and not jointly) liable for the obligations of Provider set forth herein with respect to the applicable Agreement and the applicable Terminal. The various Customer parties under this Master Agreement shall be severally (and not jointly) liable for the obligations of Customer set forth herein with respect to the applicable Agreement and the applicable Terminal.
(b) The initial term of each Agreement associated with a Terminal Service Order executed in connection with this Master Agreement shall commence on the date hereof (the “Commencement Date”) and shall continue through August 6, 2028 (the “Initial Term”); provided, however, that Customer may, at its option, extend the Initial Term of the applicable Agreement for up to two (2) renewal terms of five (5) years each (each, an “Extension Period”) by providing written notice of its intent to Provider no less than three hundred sixty-five (365) calendar days prior to the end of the Initial Term or the then-current Extension Period. The Initial Term, and any Extension Period, with respect to each Agreement shall be referred to herein as the “Term.”
(c) If Customer has not provided written notice of its intent to extend the Initial Term of the applicable Agreement for the first Extension Period of the applicable Agreement pursuant to Section 2(b), Provider may, at its option, provide written notice to Customer no less than ninety (90) days prior to the end of the Initial Term of the applicable Agreement to extend the Initial Term of the applicable Agreement for an additional two (2) years, and, if exercised, such additional two (2) years shall be considered part of the “Term” of the applicable Agreement.
During the Term and subject to the terms and conditions of this Agreement and any Terminal Service Order, Provider shall make available to Customer the following services, as applicable:
(a) Throughput services at the respective Terminal including but not limited to scheduling and dispatching of orders, accounting and documentation for truck and railcar loading, volumetric measurements and documentation, and interfacing with rail and truck common carriers) pursuant to Section 4 below;
(b) Dedicated storage at the respective Terminal pursuant to Section 5 below;
(c) Rail loading services at the respective Terminal pursuant to Section 6 below; and
(d) The Blending Services pursuant to Section 9 below and other services as set forth on a Terminal Service Order and any and other services pursuant to a Terminal Service Order (collectively, the “Ancillary Services”).
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4. TERMINAL THROUGHPUT SERVICES
(a) Terminal Throughput Commitment and Terminalling Service Fee. As applicable at the respective Terminal as set forth on Schedule I and Schedule A, Customer shall deliver and/or pay for the Terminal Minimum Throughput Commitment at such respective Terminal and Provider shall make available to Customer at all times dedicated storage and throughput capacity at such respective Terminal sufficient to allow Customer to throughput the Terminal Reserved Capacity for such respective Terminal. Customer shall pay the Terminalling Service Fee for such service as set forth in a Terminal Service Order for the respective Terminal. Allocation of throughput capacity for separate Products at the respective Terminal shall be set forth in a Terminal Service Order, if applicable. Provider shall not make any commitments to third parties that would interfere with the ability of Customer to throughput the Terminal Reserved Capacity at the respective Terminal for each Product. Customer commits to deliver and/or pay for the Terminal Minimum Throughput Commitment for the respective Terminal on a Monthly basis during the Term.
(b) Excess Capacity. Customer may throughput volumes in excess of the Terminal Reserved Capacity for the respective Terminal, up to the then-available capacity of the respective Terminal, net of any third-party commitments, as determined by Provider at any time, which allocation of any excess capacity shall be in accordance with current practices, or as otherwise may be set forth in a Terminal Service Order. If during any Month during the Term, Customer throughputs aggregate volumes of a particular Product at the respective Terminal greater than the Terminal Minimum Throughput Commitment for such respective Terminal, then Customer shall pay Provider an amount equal to the fee determined by multiplying the actual volumes throughput by Customer in excess of the Terminal Minimum Throughput Commitment for such respective Terminal by the Terminalling Service Fee for such respective Terminal (the “Terminal Excess Amount”).
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which such credits accrue and any remaining portion of the credit that is not used by Customer during the succeeding three (3) Months shall expire (e.g., a credit that accrues in January will be available in February, March and April, will expire at the end of April, and must be applied prior to applying any credit which accrues in February).
5. DEDICATED STORAGE
(a) Storage Services Fee. As applicable at the respective Terminal as set forth on Schedule I and Schedule B, Customer shall pay a Monthly fee (the “Storage Services Fee”) to reserve, on a firm basis, all of the existing aggregate Capacity of certain tanks (the “Dedicated Tanks”) at the respective Terminal as specified on a Terminal Service Order. Such fee shall be payable by Customer on a Monthly basis throughout the Term, regardless of the actual volumes of Products stored by Provider on behalf of Customer; provided, however, that the Parties shall from time to time negotiate an appropriate adjustment to such fee if the following conditions are met: (i) Customer requires the full Reserved Capacity of the Dedicated Tanks, (ii) the full Reserved Capacity of the Tanks is not available to Customer for any reason (other than any reason resulting from or relating to actions or inactions by Customer), and (iii) Provider is unable to otherwise accommodate the actual volumes of Products required to be stored by Customer pursuant to the terms of this Agreement or any Terminal Service Order. Unless otherwise agreed, such adjustment shall be made in proportion to the reduction in Reserved Capacity for any time period compared with the Reserved Capacity then in effect for the affected Dedicated Tanks pursuant to this Agreement and the mutually agreed Terminal Service Orders. Such Storage Services Fee shall include all storage, pumping, and transshipment between and among the Dedicated Tanks.
(b) Calculation of Storage Services Fee. The Storage Services Fee for each respective Terminal shall be calculated using the per Barrel rate set forth in the initial Terminal Service Order executed effective as of the Commencement Date for the then-existing Reserved Capacity of the in-service Dedicated Tanks for such respective Terminal specified on Schedule B and in such initial Terminal Service Order. The Storage Services Fee owed during the Month in which the Commencement Date occurs, if less than a full Month, shall be prorated in accordance with the ratio of (i) the number of days in such Month during which this Agreement is effective to (ii) the total number of days in such Month.
(c) Steam Services. As applicable at the respective Terminal and as set forth in an applicable Terminal Service Order, either Party may provide the other Party steam services as measured pursuant to such applicable Terminal Service Order, at the fees set forth in such applicable Terminal Service Order.
(d) Removal of Oily Water. As applicable at the respective Terminal, Provider shall provide Customer services for oily water pursuant to an applicable Terminal Service Order, at the fees set forth in such applicable Terminal Service Order.
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(b) Excess Capacity. Customer may load and unload rail volumes in excess of the Rail Reserved Capacity, up to the then-available capacity of the respective Terminal, net of any third-party commitments, as determined by Provider at any time, which allocation of any excess capacity shall be in accordance with current practices, or as otherwise may be set forth in a Terminal Service Order. If during any Month during the Term, Customer loads or unloads aggregate rail volumes at the respective Terminal greater than the Rail Minimum Commitment, then Customer shall pay Provider an amount equal to the fee determined by multiplying the actual rail volumes loaded or unloaded by Customer in excess of the Rail Minimum Commitment by the Rail Loading Services Fee (“Rail Excess Amount”).
(c) Removal of Equipment from Service. If at any time during the Term, any equipment or facility of Provider that is dedicated to Customer or otherwise being used to provide railcar loading or unloading services hereunder (“Rail Loading Equipment”), is removed from service, and if the removal of such Rail Loading Equipment restricts Customer from being able to throughput the Rail Reserved Capacity for the respective Terminal, then Customer’s Rail Minimum Commitment shall be reduced by the difference (but such difference cannot be less than zero) between the Rail Minimum Commitment and the rail volume that Customer can effectively throughput at the respective Terminal without restriction until such Rail Loading Equipment is restored to service.
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(a) Provider may incur fees and charges (“Passthrough Charges”) from Governmental Authorities, railroad companies, or other third parties relating to use of facilities other than the respective Terminal related to the receipt, delivery or loading of Product. These Passthrough Charges may include, without limitation, any rail scheduling or access charges by an applicable railroad corporation. These Passthrough Charges may be passed through and charged directly to Customer as set forth in a Terminal Service Order.
(b) Provider shall have the right to require prepayment of the anticipated amount of any Passthrough Charges prior to performance of any operation that may incur such Passthrough Charges.
(c) If third party contractors are to provide services, material or equipment that may require Passthrough Charges, then to the extent that Provider, as operator of the respective Terminal, has discretion to select such contractor, Customer may designate the contractor who should provide such services, materials or equipment, subject to Provider’s consent, which shall not be unreasonably withheld.
8. PRODUCT DOWNGRADE AND INTERFACE
As applicable at the respective Terminal and as set forth on the respective Terminal Service Order, Provider shall account for the volume of Product downgraded, and Customer’s inventory of Products and/or interface shall be adjusted, provided that, interface volume (“Transmix”) received shall be allocated entirely to Customer. Customer shall remove its Transmix upon notice from Provider and shall be subject to applicable Transmix handling fees upon its removal, as provided in a Terminal Service Order. If Transmix is not removed within fifteen (15) Business Days after notification (such time period to be extended to the extent of any delay or hindrance by Provider, its agents or contractors for any reason), Provider shall have the right to sell such Transmix at market rates and return any proceeds to Customer, less applicable Transmix handling fees in effect at the time of such sale. Product downgraded as a result of ordinary terminalling or pipeline operations including line flushing, rack meter provings or other necessary terminalling operations shall not constitute losses for which Provider is liable to Customer.
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Services and Equipment. Provider may provide storage, pumping, and blending services and trans-shipment of the Products at the respective Terminal, as set forth on a Terminal Service Order (“Blending Services”).
10. REIMBURSEMENT FOR NEWLY IMPOSED TAXES AND REGULATORY FEES; EXCISE TAXES
(a) Prompt Reimbursement. Customer shall promptly pay or reimburse Provider for any newly imposed taxes, levies, royalties, assessments, licenses, fees, charges, surcharges and sums due of any nature whatsoever (other than income taxes, gross receipt taxes and similar taxes) by any federal, state or local government or agency that Provider incurs on Customer’s behalf for the services provided by Provider under this Agreement or any Terminal Service Order. If Provider is required to pay any of the foregoing, Customer shall promptly reimburse Provider in accordance with the payment terms set forth in this Agreement. Any such newly imposed taxes or regulatory fees as provided for in this Section 10(a) shall be specified in an applicable Terminal Service Order.
(b) Excise Tax Certification. Upon written request by Provider, Customer shall supply Provider with a completed signed original notification certificate of gasoline and diesel fuel registrant as required by the Internal Revenue Service’s excise tax regulation. Customer further agrees to comply with all Applicable Law with respect to such taxes.
(c) Exemption Certification. If Customer is exempt from the payment of any taxes allocated to Customer under the foregoing provisions, Customer shall furnish Provider with the proper exemption certificates.
(d) Payment. All of the foregoing reimbursements shall be made in accordance with the terms set forth in Section 13(b).
11. EXPENDITURE REQUIRED BY NEW LAWS AND REGULATIONS
(a) Surcharge. If, during the Term, any existing laws or regulations are changed or any new laws or regulations are enacted that require Provider to make substantial and unanticipated expenditures (whether capitalized or otherwise) with respect to the respective Terminal, Provider may, subject to the terms of this Section 11, impose a surcharge to increase the applicable service fees (“Surcharge”), to cover Customer’s pro rata share of the cost of complying with these laws or regulations, based upon the percentage of Customer’s use of the services or facilities impacted by such new laws or regulations.
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(i) If within thirty (30) days of such notification provided in this Section 11(d), Customer does not agree to pay such Surcharge or to reimburse Provider up front for its costs, Provider may elect to either:
a. require Customer to pay such Surcharge, up to a fifteen percent (15%) increase in the service fees under the applicable Agreement in the aggregate; or
b. terminate the service under this Agreement to which the Surcharge applies, upon notice to Customer.
(ii) Provider’s performance obligations under this Agreement shall be suspended or reduced during the above thirty (30) day period to the extent that Provider would be obligated to make such expenditures to continue performance during such period.
12. TANK CLEANING AND CONVERSION
(a) Reimbursement for Tank Cleaning. If any Dedicated Tanks are removed from service or cleaning of any tanks is performed by Provider at the specific request of Customer, Customer shall bear (or reimburse Provider) for all costs to clean, degas or otherwise prepare the tank(s) including, without limitation, the cost of removal, processing, transportation, disposal, of all waste and the cost of any taxes or charges Provider may be required to pay in regard to such waste. For any tanks that are dedicated to Customer for segregated storage of Customer’s Products as set forth in any Terminal Service Order, Customer agrees to reimburse Provider for the reasonable cost of changes necessary to return the dedicated storage tanks to Provider on termination of their dedication for segregated storage under this Agreement, in the same condition as originally received less normal wear and tear, unless otherwise mutually agreed by the Parties.
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13. TERMINAL SERVICE ORDERS; PAYMENT
(a) Description. On the date hereof, Provider and Customer shall enter into one or more terminal service orders for the respective Terminal substantially in the form attached hereto as Exhibit 1 (each, a “Terminal Service Order”). The Parties may agree to enter into additional Terminal Service Orders following the date hereof. Upon a request by Customer pursuant to this Master Agreement or as deemed necessary or appropriate by Provider in connection with the services to be delivered pursuant hereto, Provider shall generate a Terminal Service Order to set forth the specific terms and conditions for providing the applicable services described therein and the applicable fees to be charged for such services for any additional services or additional Terminals. No Terminal Service Order shall be effective until executed by both Parties to an Agreement.
(b) Invoices. Provider shall invoice Customer for services provided at the respective Terminal on a monthly basis and Customer shall pay all amounts due under this Agreement and any Terminal Service Order no later than ten (10) calendar days after Customer’s receipt of Provider’s invoices. Any past due payments owed by Customer shall accrue interest, payable on demand, at the lesser of (i) the rate of interest announced publicly by JPMorgan Chase Bank, in New York, New York, as JPMorgan Chase Bank’s prime rate (which Parties acknowledge and agree is announced by such bank and used by the Parties for reference purposes only and may not represent the lowest or best rate available to any of the customers of such bank or the Parties), plus four percent (4%), and (ii) the highest rate of interest (if any) permitted by Applicable Law, from the due date of the payment through the actual date of payment.
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(c) Fee Increases. Any fees of a fixed amount set forth in this Agreement and any Terminal Service Order shall be increased on July 1 of each year of the Term, commencing on July 1, 2019, by a percentage equal to the greater of zero or the positive change, if any, in the CPI-U (All Urban Consumers) for the prior calendar year, as reported by the Bureau of Labor Statistics, and rounded to the nearest one-tenth (1/10) of one percent (1%).
(d) Conflict between Agreement and Terminal Service Order. In case of any conflict between the terms of this Agreement and the terms of any Terminal Service Order, the terms of the applicable Terminal Service Order shall govern.
14. CUSTODY TRANSFER AND TITLE
(a) Custody of Pipeline Receipts and Deliveries. For volumes received into the respective Terminal by pipeline, custody of the volumes shall pass to Provider at the flange where it enters such respective Terminal’s receiving line. For volumes delivered by the respective Terminal into a pipeline, custody of the volumes shall pass to Customer at the flange where it exits such respective Terminal’s delivery line.
(d) In-Tank. Deliveries by book transfer shall be reflected in the books of Provider.
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Product Specifications of Delivered Products. Customer warrants that all Products delivered under this Agreement and any Terminal Service Order shall not contain any deleterious substances or concentrations of any contaminants that may make it or its components commercially unacceptable in general industry application. Customer shall not deliver to the respective Terminal any Products which: (i) would in any way be injurious to the respective Terminal; (ii) would render the respective Terminal unfit for the proper storage of similar Products; (iii) may not be lawfully stored at the respective Terminal; or (iv) otherwise do not meet applicable Product specifications for such Product that are customary in the location of the respective Terminal.
16. MEASUREMENT AND VOLUME LOSSES
(i) All quantities of Products received or delivered by or into trucks at the respective Terminal shall be measured and determined based upon the meter readings at such respective Terminal, as reflected by delivery tickets or bills of lading, or if such meters are unavailable, by applicable calibration tables, as set forth on a Terminal Service Order or pursuant to mutual agreement of the Parties.
(ii) All quantities of Products received or delivered by or into railcars at the respective Terminal shall be measured and determined based upon the meter readings at such respective Terminal, or if such meters are unavailable, by applicable calibration tables, as set forth on a Terminal Service Order or pursuant to mutual agreement of the Parties.
(iii) All quantities of Products received and delivered by pipeline at the respective Terminal shall be measured and determined based upon the meter readings of the pipeline operator, as reflected by delivery tickets, or if such meters are unavailable, by applicable calibration tables, as set forth on a Terminal Service Order or pursuant to mutual agreement of the Parties.
(iv) Deliveries by book transfer shall be reflected by entries in the books of Provider.
(v) All quantities shall be adjusted to net gallons at 60° F in accordance with ASTM D-1250 Petroleum Measurement Tables, or latest revisions thereof. Meters and temperature probes shall be calibrated according to applicable API standards. Customer shall have the right, at its sole expense, and in accordance with rack location procedure, to independently certify such calibration. Storage tank gauging shall be performed by Provider’s personnel. Provider’s gauging shall be deemed accurate unless challenged by an independent certified xxxxxx. Customer may perform joint gauging at its sole expense with Provider’s personnel at the time of delivery or receipt of Product, to verify the amount involved. If Customer should request an independent xxxxxx, such xxxxxx must be acceptable to Provider and such gauging shall be at Customer’s sole expense.
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17. PRODUCT DELIVERIES, RECEIPTS AND WITHDRAWALS
(b) Loading Devices. Customer shall withdraw from the respective Terminal only those Products that it is authorized to withdraw hereunder. Customer shall neither duplicate nor permit the duplication of any loading device (i.e., card lock access) provided hereunder. Customer shall be fully and solely responsible for all Products loaded through the use of the loading devices issued to Customer in accordance with this Agreement; provided, however, that Customer shall not have any responsibility or liability hereunder in the event that the load authorization system provided hereunder fails or malfunctions in any way, unless a credit department override is provided, which override authorizes Customer to load the Products.
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18. DELIVERIES INTO TRANSPORT TRUCKS OR RAILCARS
Prior to transporting any Products loaded into transport trucks or railcars at the respective Terminal, Provider shall make or cause to be made, the following certifications on the delivery receipt or xxxx of lading covering the Products received:
“If required by 49 C.F.R. 172.204, this is to certify that the above-named materials are properly classified, described, packaged, marked and labeled, and are in proper condition for transportation according to the applicable regulations of the Department of Transportation. Carrier hereby certifies that the cargo tank used for this shipment is a proper container for the commodity loaded therein and complies with Department of Transportation specifications and certifies that cargo tank is properly placarded and marked to comply with regulations pertaining to hazardous materials.”
Provider shall require each Carrier coming into the respective Terminal to expressly agree in writing to be bound by the provisions of a carrier access agreement with respect to withdrawals and loading of Products at such respective Terminal, to conduct its operations at the respective Terminal in a safe manner, in accordance with all Applicable Law.
19. ACCOUNTING PROVISIONS AND DOCUMENTATION
(i) within twenty (20) days following the end of the Month, a statement showing, by Product: (A) Customer’s monthly aggregate deliveries into the respective Terminal; (B) Customer’s monthly receipts from the respective Terminal; (C) calculation of all Customer’s monthly storage and handling fees; (D) Customer’s opening inventory for the preceding Month; and (E) Customer’s closing inventory for the preceding Month;
(ii) a copy of any meter calibration report, to be available for inspection upon reasonable request by Customer at the respective Terminal following any calibration;
(iii) upon delivery from the respective Terminal, a hard copy xxxx of lading to the Carrier for each delivery; upon reasonable request only, a hard copy xxxx of lading shall be provided to Customer’s accounting group; upon each delivery from the respective Terminal, xxxx of lading information shall be sent electronically through a mutually agreeable system; and
(iv) transfer documents for each in-tank transfer.
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Each Party and its duly authorized agents and/or representatives shall have reasonable access to the accounting records and other documents maintained by the other Party which relate to this Agreement and the respective Terminal, and shall have the right to audit such records at any reasonable time or times during the Term and for a period of up to three (3) years after termination of this Agreement. Claims as to shortage in quantity or defects in quality shall be made by written notice within ninety (90) days after the delivery in question or shall be deemed to have been waived.
Provider hereby waives, relinquishes and releases any and all liens, including without limitation, any and all warehouseman’s liens, custodian’s liens, rights of retention and/or similar rights under all Applicable Laws, which Provider would or might otherwise have under or with respect to the Products throughput, stored or handled hereunder. Provider further agrees to furnish documents reasonably acceptable to Customer and its lender(s) (if applicable), and to cooperate with Customer in assuring and demonstrating that Products titled in Customer’s name shall not be subject to any lien on the respective Terminal or Provider’s Products throughput or stored there.
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(b) Customer Indemnities. Notwithstanding anything else contained in this Agreement or any Terminal Service Order, Customer shall release, defend, protect, indemnify, and hold harmless Provider and its affiliates and their respective officers, directors, members, managers, employees, agents, contractors, successors, and assigns (excluding any member of the Customer Group) (collectively the “Provider Group”) from and against any and all demands, claims (including third-party claims), losses, costs, suits, or causes of action (including, but not limited to, any judgments, losses, liabilities, fines, penalties, expenses, interest, reasonable legal fees, costs of suit, and damages, whether in law or equity and whether in contract, tort, or otherwise) for or relating to (i) personal or bodily injury to, or death of the employees of Provider or Customer and, as applicable, their carriers, customers, representatives, and agents; (ii) loss of or damage to any property, products, material, and/or equipment belonging to Provider or Customer, and, as applicable, their carriers, customers, representatives, and agents, and each of their respective
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affiliates, contractors, and subcontractors; (iii) loss of or damage to any other property, products, material, and/or equipment of any other description, and/or personal or bodily injury to, or death of any other Person or Persons; and with respect to clauses (i) through (iii) above, which is caused by or resulting in whole or in part from the negligent or wrongful acts or omissions of Customer, in connection with Customer’s use of the respective Terminal and the services provided hereunder and Customer’s Products stored hereunder, and, as applicable, its carriers, customers, representatives, and agents, or those of their respective employees with respect to such matters; and (iv) any losses incurred by Provider due to violations of this Agreement or any Terminal Service Order by Customer, or, as applicable, its carriers, customers, representatives, and agents; PROVIDED THAT CUSTOMER SHALL NOT BE OBLIGATED TO RELEASE, INDEMNIFY OR HOLD HARMLESS PROVIDER OR ANY MEMBER OF THE PROVIDER GROUP FROM AND AGAINST ANY CLAIMS TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, STRICT LIABILITY OR THE NEGLIGENT ACTS, ERRORS OR OMISSIONS OR WILLFUL MISCONDUCT OF PROVIDER OR ANY MEMBER OF THE PROVIDER GROUP.
(c) Affiliates. Customer and Provider shall not be considered affiliated or affiliates of one another for purposes of the indemnification provisions set forth in this Agreement.
(f) Survival. These indemnity obligations shall survive the termination of this Agreement as to the respective Terminal until all applicable statutes of limitation have run regarding any claims that could be made with respect to the activities contemplated by this Agreement.
(a) Minimum Limits. With respect to each Terminal, at all times during the Term for such Terminal and for a period of two (2) years after termination of this Agreement as to the respective Terminal for any coverage maintained on a “claims-made” or “occurrence” basis, Customer and/or its Carrier (if applicable) shall maintain at their expense the below listed insurance in the amounts specified below, or self-insurance in such amounts as may be agreed
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pursuant to a Terminal Service Order. Customer shall require that Carrier and all of its contractors providing authorized drivers or authorized vehicles carry such insurance, and Customer shall be liable to Provider for their failure to do so. Such insurance shall provide coverage to Provider and such policies, other than Worker’s Compensation Insurance, shall include Provider as an Additional Insured. Each policy shall provide that it is primary to and not contributory with any other insurance, including any self-insured retention, maintained by Provider (which shall be excess) and each policy shall provide the full coverage required by this Agreement. All such insurance shall be written with carriers and underwriters acceptable to Provider, and eligible to do business in the state where the respective Terminal is located and having and maintaining an A.M. Best financial strength rating of no less than “A-” and financial size rating no less than “VII”; provided that Customer and/or the Carrier may procure worker’s compensation insurance from the state fund of the applicable state where the respective Terminal is located. All limits listed below are required MINIMUM LIMITS:
(i) Workers Compensation and Occupational Disease Insurance which fully complies with Applicable Law of the state where the respective Terminal is located, in limits not less than statutory requirements;
(ii) Employers Liability Insurance with a minimum limit of $1,000,000 for each accident, covering injury or death to any employee which may be outside the scope of the worker’s compensation statute of the jurisdiction in which the worker’s service is performed, and in the aggregate as respects occupational disease;
(iii) Commercial General Liability Insurance, including contractual liability insurance covering Carrier’s indemnity obligations under this Agreement, with minimum limits of $1,000,000 combined single limit per occurrence for bodily injury and property damage liability, or such higher limits as may be required by Provider or by Applicable Law from time to time. This policy shall include Broad Form Contractual Liability insurance coverage which shall specifically apply to the obligations assumed in this Agreement by Customer;
(iv) Automobile Liability Insurance covering all owned, non-owned and hired vehicles, with minimum limits of $1,000,000 combined single limit per occurrence for bodily injury and property damage liability, or such higher limit(s) as may be required by Customer or by Applicable Law from time to time. Coverage must assure compliance with Sections 29 and 30 of the Motor Carrier Act of 1980 and all applicable rules and regulations of the Federal Highway Administration’s Bureau of Motor Carrier Safety and Interstate Commerce Commissioner (Form MCS 90 Endorsement). Limits of liability for this insurance must be in accordance with the financial responsibility requirement of the Motor Carrier Act, but not less than $1,000,000 per occurrence;
(v) Excess (Umbrella) Liability Insurance with limits not less than $4,000,000 per occurrence. Additional excess limits may be utilized to supplement inadequate limits in the primary policies required in items (ii), (iii), and (iv) above;
(vi) Pollution Legal Liability with limits not less than $25,000,000 per loss with an annual aggregate of $25,000,000. Coverage shall apply to bodily injury and property damage including loss of use of damaged property and property that has not been physically injured; cleanup costs, defense, including costs and expenses incurred in the investigation, defense or settlement of claim; and
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(vii) Cargo/Inventory Insurance, with a limit of no less than $1,000,000, which property insurance shall be first-party insurance to adequately cover all Products owned by Customer located at the respective Terminal.
(d) Responsibility for Deductibles. Customer and/or Carrier shall be solely responsible for any deductibles or self-insured retention.
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in conflict with any requirement of Applicable Law, then this Agreement and any Terminal Service Order shall immediately be modified to conform the action or obligation so adversely affected to the requirements of the Applicable Law, and all other provisions of this Agreement and any Terminal Service Order shall remain effective.
26. SUSPENSION OF REFINERY OPERATIONS
(a) Suspension of Operations. In the event that Customer decides to permanently or indefinitely suspend, in full or in part, refining operations at its respective Refinery (as applicable) for a period that shall continue for at least twelve (12) consecutive Months, Customer may provide written notice to Provider of Customer’s intent to terminate or proportionately reduce, as applicable, that part of this Agreement relating to the affected Terminal or other facilities at the end of such twelve (12)-Month period (the “Suspension Notice”). Such Suspension Notice shall be effective upon the expiration of the twelve (12)-Month period following the date such notice is sent (the “Notice Period”). If, however, Customer provides notice to Provider, more than two (2) Months prior to the expiration of the Notice Period, of its intent to resume operations at the respective Refinery(ies) or portion thereof, then the Suspension Notice shall be deemed revoked and the applicable portion of this Agreement shall continue in full force and effect as if such Suspension Notice had never been delivered.
(b) Notice Period. During the Notice Period:
(i) Provider may provide terminalling, throughput and/or storage services utilizing the affected Terminal pursuant to one or more third party agreements without the consent of Customer; and
(ii) Customer’s Rail Minimum Commitment and Terminal Minimum Throughput Commitment shall be reduced to the extent of third-party usage of such capacity provided that Customer shall still have access on a priority basis to the extent there is available capacity.
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the Force Majeure Period, Customer shall be permitted to reduce its Terminal Minimum Throughput Commitment and/or Rail Minimum Commitment for the respective Terminal as provided in Section 28(b). If Provider advises in any Force Majeure Notice that it reasonably believes in good faith that the Force Majeure Period shall continue for more than twelve (12) consecutive Months, then, subject to Section 28 below, at any time after Provider delivers such Force Majeure Notice, either Party may terminate that portion of this Agreement relating to the affected Terminal, but only upon delivery to the other Party of a notice (a “Termination Notice”) at least twelve (12) Months prior to the expiration of the Force Majeure Period; provided, however, that such Termination Notice shall be deemed cancelled and of no effect if the Force Majeure Period ends prior to the expiration of such twelve (12)-Month period. For the avoidance of doubt, neither Party may exercise its right under this Section 27(a) to terminate this Agreement as a result of a Force Majeure if the affected Terminal has been restored to working order since the applicable Force Majeure, including pursuant to a Restoration.
28. CAPABILITIES OF FACILITIES
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Capacity and pay any Rail Shortfall Payments and/or Terminalling Shortfall Payments, as applicable, shall be reduced proportionately. Where applicable, at such time as Provider is capable of terminalling volumes equal to the Terminal Reserved Capacity, Customer’s obligation to throughput the full Terminal Minimum Throughput Commitment for the respective Terminal shall be restored. Where applicable, at such time as Provider is capable of loading and unloading railcar volumes equal to the Rail Minimum Capacity, Customer’s obligation to meet the full Rail Minimum Commitment shall be restored. If for any reason, including, without limitation, a Force Majeure event, the throughput capacity of the respective Terminal should fall below the Terminal Reserved Capacity and/or the Rail Reserved Capacity, as applicable, then within a reasonable period of time after the commencement of such reduction, Provider shall make repairs to the respective Terminal to restore the capacity of such respective Terminal to that required for throughput of the Terminal Reserved Capacity and/or the Rail Reserved Capacity (“Restoration”). Except as provided below in Section 28(c), all of such Restoration shall be at Provider’s cost and expense, unless the damage creating the need for such repairs was caused by the negligence or willful misconduct of Customer, its employees, agents or customers or the failure of Customer’s Products to meet the specifications as provided for in Section 15.
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Restoration costs to be paid by Customer pursuant to this Section 28(c) and the estimated amount paid under the preceding sentence within thirty (30) days after receipt of Provider’s invoice therefor, or, if appropriate, Provider shall pay Customer the excess of the estimate paid by Customer over Provider’s actual costs as previously described within thirty (30) days after completion of the Restoration.
(e) Storage Tank Heels. All Tank Heels shall be allocated among storage users on a pro rata basis. Tank Heels cannot be withdrawn from any tank without prior approval of Provider. For storage tanks and capacities identified on a Terminal Service Order as dedicated to and used exclusively for the storage and throughput of Customer’s Product, Customer shall be responsible for providing and maintaining all Tank Heels required for operation of such tanks.
(f) Operating Procedures. Customer hereby agrees to strictly abide by any and all procedures established by Provider, if any (the “Operating Procedures”), relating to the operation and use of the respective Terminal that generally apply to receipt, delivery, storage, and movement of Products at the respective Terminal. Provider shall provide Customer with a current copy of its Operating Procedures, if any, and shall provide Customer with thirty (30) days’ prior written notice of any changes to the Operating Procedures, unless a shorter implementation of such revised Operating Procedures is required by Applicable Law or emergency conditions. Customer shall have the right to approve any material revisions to the Operating Procedures, which shall not be unreasonably withheld, prior to their becoming effective, unless otherwise required under Applicable Law or emergency conditions, and the material revisions shall be reflected in a Terminal Service Order between the Parties. Provider shall carry out the handling of the Products at the respective Terminal in accordance with any Operating Procedures.
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(a) Default. A Party shall be in default under the applicable Agreement if:
(i) the Party breaches any provision of this Agreement or a Terminal Service Order, which breach has a material adverse effect on the other Party, and such breach is not excused by Force Majeure or cured within fifteen (15) Business Days after notice thereof (which notice shall describe such breach in reasonable detail) is received by such Party (unless such failure is not commercially reasonably capable of being cured in such fifteen (15) Business Day period in which case such Party shall have commenced remedial action to cure such breach and shall continue to diligently and timely pursue the completion of such remedial action after such notice); or
(ii) the Party (A) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar Applicable Law, or has any such petition filed or commenced against it, (B) makes an assignment or any general arrangement for the benefit of creditors, (C) otherwise becomes bankrupt or insolvent (however evidenced) or (D) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets.
(d) Product Removal. Customer shall, upon expiration or termination of this Agreement, promptly remove all of its Products including any downgraded and interface Product and Transmix from the respective Terminal, and Provider shall remove the remaining Tank Heels and tank bottoms and deliver them to Customer or Customer’s designee, within thirty (30) days of such termination or expiration. In the event all of the Product is not removed within such thirty (30) day period, Customer shall be assessed a storage fee to all Products held in storage more than thirty (30) days beyond the termination or expiration of this Agreement until such time Customer’s entire Product is removed from the respective Terminal; provided however, that Customer shall not be assessed any storage fees associated with the removal of Product if Customer’s ability to remove such Product is delayed or hindered by Provider, its agents or contractors for any reason. Where applicable, Customer shall pay the Terminalling Service Fee for all Products delivered from the respective Terminal after such Termination, together with the Rail Loading Services Fee for all volumes loaded onto railcars after termination and any fees for Ancillary Services applicable to such deliveries, at the rates established under the then applicable Terminal Service Order.
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30. RIGHT TO ENTER INTO A NEW TERMINALLING AGREEMENT
(a) New Terminalling Services Agreement. Upon termination of this Agreement or a Terminal Service Order as to the respective Terminal for reasons other than (x) a default by Customer and (y) any other termination of this Agreement initiated by Customer except upon a default by Provider, Customer shall have the right to require Provider to enter into a new terminalling services agreement with Customer that (i) is consistent with the terms set forth in this Agreement, (ii) relates to the respective Terminal, and (iii) has commercial terms that are, in the aggregate, equal to or more favorable to Provider than fair market value terms as would be agreed by similarly-situated parties negotiating at arm’s length; provided, however; that the term of any such new terminalling services agreement shall not extend beyond August 6, 2038.
(b) Terminalling Right of First Refusal. In the event that Provider proposes to enter into a terminalling services agreement with a third party for the respective Terminal within two (2) years after the termination of this Agreement for reasons other than (x) by default by Customer and (y) any other termination of this Agreement initiated by Customer except upon a default by Provider, Provider shall give Customer ninety (90) days’ prior written notice of any proposed new terminalling services agreement with a third party, including (i) details of all of the material terms and conditions thereof and (ii) a thirty (30)-day period (beginning upon Customer’s receipt of such written notice) (the “Terminalling First Offer Period”) in which Customer may make a good faith offer to enter into a new terminalling agreement with Provider (the “Terminalling Right of First Refusal”). If Customer makes an offer on terms no less favorable to Provider than the third-party offer with respect to such terminalling services agreement during the Terminalling First Offer Period, then Provider shall be obligated to enter into a terminalling services agreement with Customer on the terms set forth in Customer’s offer to Provider. If Customer does not exercise its Terminalling Right of First Refusal in the manner set forth above, Provider may, for the next ninety (90) days, proceed with the negotiation of the third-party terminalling services agreement. If no third-party agreement is consummated during such ninety-day period, the terms and conditions of this Section 30(b) shall again become effective.
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(e) Partnership Change of Control. Customer’s obligations hereunder shall not terminate in connection with a Partnership Change of Control; provided, however, that in the case of any Partnership Change of Control, Customer shall have the option to extend the Term of this Agreement as provided in Section 2(b). Provider shall provide Customer with notice of any Partnership Change of Control at least sixty (60) days prior to the effective date thereof.
All notices, requests, demands, and other communications hereunder will be in writing and will be deemed to have been duly given: (a) if by transmission by hand delivery, when delivered; (b) if mailed via the official governmental mail system, five (5) Business Days after mailing, provided said notice is sent first class, postage pre-paid, via certified or registered mail, with a return receipt requested; (c) if mailed by an internationally recognized overnight express mail service such as Federal Express, UPS, or DHL Worldwide, one (1) Business Day after deposit therewith prepaid; or (d) if by e-mail, one Business Day after delivery with receipt confirmed. All notices will be addressed to the Parties for the respective Terminal at the respective addresses identified on Schedule I, or to such other address or to such other Person as a Party will have last designated by notice to the other Party identified on Schedule I for the respective Terminal.
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(i) is available, or becomes available, to the general public without fault of the receiving Party;
(ii) was in the possession of the receiving Party on a non-confidential basis prior to receipt of the same from the disclosing Party (it being understood, for the avoidance of doubt, that this exception shall not apply to information of Provider that was in the possession of Customer or any of its affiliates as a result of their ownership or operation of the respective Terminal prior to the Commencement Date);
(iii) is obtained by the receiving Party without an obligation of confidence from a third party who is rightfully in possession of such information and, to the receiving Party’s knowledge, is under no obligation of confidentiality to the disclosing Party; or
(iv) is independently developed by the receiving Party without reference to or use of the disclosing Party’s Confidential Information.
For the purpose of this Section 33, a specific item of Confidential Information shall not be deemed to be within the foregoing exceptions merely because it is embraced by, or underlies, more general information in the public domain or in the possession of the receiving Party.
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archiving systems during the period such backup or archived materials are retained under such Party’s customary procedures and policies; provided, however, that any Confidential Information retained by the receiving Party shall be maintained subject to confidentiality pursuant to the terms of this Section 33, and such archived or back-up Confidential Information shall not be accessed except as required by Applicable Law.
(b) Integration. This Agreement, together with the Schedules hereto and Terminal Service Orders pursuant hereto, constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith.
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(i) Preparation of this Agreement has been a joint effort of the Parties and the resulting Agreement against one of the Parties as the drafting Party.
(ii) Plural and singular words each include the other.
(iii) Masculine, feminine and neutral genders each include the others.
(iv) The word “or” is not exclusive and includes “and/or.”
(v) The words “includes” and “including” are not limiting.
(vi) References to the Parties include their respective successors and permitted assignees.
(vii) The headings in this Agreement are included for convenience and do not affect the construction or interpretation of any provision of, or the rights or obligations of a Party under, this Agreement.
(d) Applicable Law; Forum, Venue and Jurisdiction. This Agreement and any Terminal Service Orders shall be governed by the laws of the State of Texas without giving effect to its conflict of laws principles. Each Party hereby irrevocably submits to the exclusive jurisdiction of any federal court of competent jurisdiction situated in the United States District Court for the Western District of Texas, San Antonio Division, or if such federal court declines to exercise or does not have jurisdiction, in the district court of Bexar County, Texas. The Parties expressly and irrevocably submit to the jurisdiction of said Courts and irrevocably waive any objection which they may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or any Terminal Service Order brought in such Courts, irrevocably waive any claim that any such action, suit or proceeding brought in any such Court has been brought in an inconvenient forum and further irrevocably waive the right to object, with respect to such claim, action, suit or proceeding brought in any such Court, that such Court does not have jurisdiction over such Party. The Parties hereby irrevocably consent to the service of process by registered mail, postage prepaid, or by personal service within or without the State of Texas. Nothing contained herein shall affect the right to serve process in any manner permitted by law.
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[Signature Pages Follow]
33
As to the Mandan Terminal:
Customer:
Tesoro Refining & Marketing Company LLC
By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President and Treasurer | Provider:
Tesoro Logistics Operations LLC
By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: President and Chief Financial Officer |
Signature Page
Master Terminalling Services Agreement
As to the Salt Lake City Terminal:
Customer:
Tesoro Refining & Marketing Company LLC
By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President and Treasurer | Provider:
Tesoro Logistics Operations LLC
By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: President and Chief Financial Officer |
Signature Page
Master Terminalling Services Agreement
As to the LAR Terminal:
Customer:
Tesoro Refining & Marketing Company LLC
By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President and Treasurer | Provider:
Tesoro Logistics Operations LLC
By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: President and Chief Financial Officer |
Signature Page
Master Terminalling Services Agreement
As to the Fryburg Terminal:
Customer:
Tesoro Refining & Marketing Company LLC
By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President and Treasurer | Provider:
Tesoro Great Plains Gathering & Marketing LLC
By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: President and Chief Financial Officer |
Signature Page
Master Terminalling Services Agreement
As to the Xxxxxxx Terminal:
Customer:
Western Refining Southwest, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President and Treasurer | Provider:
Western Refining Terminals, LLC
By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: President and Chief Financial Officer |
Signature Page
Master Terminalling Services Agreement
As to the JAL NGL Terminal:
Customer:
Western Refining Company, L.P., by Western Refining GP, LLC, its general partner
By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President and Treasurer
Tesoro Refining & Marketing Company LLC
By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President and Treasurer | Provider:
Western Refining Terminals, LLC
By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: President and Chief Financial Officer |
Signature Page
Master Terminalling Services Agreement
As to the Clearbrook Terminal:
Customer:
St. Xxxx Park Refining Co. LLC
By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Vice President and Treasurer | Provider:
Tesoro Logistics Operations LLC
By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Its: President and Chief Financial Officer |
Signature Page
Master Terminalling Services Agreement
SCHEDULE I
Parties to Agreement per respective Terminal
Terminal | Associated Refinery | Customer | Provider | |||
Mandan | Mandan Refinery | Tesoro Refining & Marketing Company LLC | Tesoro Logistics Operations LLC | |||
Salt Lake City | Salt Lake City Refinery | Tesoro Refining & Marketing Company LLC | Tesoro Logistics Operations LLC | |||
LAR – Xxxxxx | Los Angeles Refinery (Xxxxxx) | Tesoro Refining & Marketing Company LLC | Tesoro Logistics Operations LLC | |||
LAR – Wilmington | Los Angeles Refinery (Wilmington) | Tesoro Refining & Marketing Company LLC | Tesoro Logistics Operations LLC | |||
Fryburg | N/A | Tesoro Refining & Marketing Company LLC | Tesoro Great Plains Gathering & Marketing LLC | |||
Xxxxxxx | N/A | Western Refining Southwest, Inc. | Western Refining Terminals, LLC | |||
JAL NGL | N/A | Western Refining Company, L.P.; Tesoro Refining & Marketing Company LLC | Western Refining Terminals, LLC | |||
Clearbrook | N/A | St. Xxxx Park Refining Co. LLC | Tesoro Logistics Operations LLC |
Schedule I
Terminalling Services Agreement
Party Notices Pursuant to Section 32
Terminal | Party | Notice Addresses | ||
Mandan | Tesoro Refining & Marketing LLC | Tesoro Refining & Marketing Company LLC 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000 Attention: General Counsel | ||
Mandan | Tesoro Logistics Operations LLC | Tesoro Logistics Operations LLC 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000
For legal notices: Attention: General Counsel
For all other notices and communications: Attention: Xxx X. Xxxxxxxx, Senior Vice President, Logistics phone: (000) 000-0000 email: Xxx.X.Xxxxxxxx@xxxxxxxx.xxx | ||
Salt Lake City | Tesoro Refining & Marketing Company LLC | Tesoro Refining & Marketing Company LLC 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000 Attention: General Counsel | ||
Salt Lake City | Tesoro Logistics Operations LLC | Tesoro Logistics Operations LLC 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000
For legal notices: Attention: General Counsel
For all other notices and communications: Attention: Xxx X. Xxxxxxxx, Senior Vice President, Logistics phone: (000) 000-0000 email: Xxx.X.Xxxxxxxx@xxxxxxxx.xxx | ||
LAR | Tesoro Refining & Marketing Company LLC | Tesoro Refining & Marketing Company LLC 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000 Attention: General Counsel |
Schedule I
Terminalling Services Agreement
LAR | Tesoro Logistics Operations LLC | Tesoro Logistics Operations LLC 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000
For legal notices: Attention: General Counsel
For all other notices and communications: Attention: Xxx X. Xxxxxxxx, Senior Vice President, Logistics phone: (000) 000-0000 email: Xxx.X.Xxxxxxxx@xxxxxxxx.xxx | ||
Fryburg | Tesoro Refining & Marketing Company LLC | Tesoro Refining & Marketing Company LLC 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000 Attention: General Counsel | ||
Fryburg | Tesoro Great Plains Gathering & Marketing LLC | Tesoro Great Plains Gathering & Marketing LLC 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000
For legal notices: Attention: General Counsel
For all other notices and communications: Attention: Xxx X. Xxxxxxxx, Senior Vice President, Logistics phone: (000) 000-0000 email: Xxx.X.Xxxxxxxx@xxxxxxxx.xxx | ||
Xxxxxxx | Western Refining Southwest, Inc. | Western Refining Southwest, Inc. 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000 Attention: General Counsel | ||
Xxxxxxx | Western Refining Terminals, LLC | Western Refining Terminals, LLC 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000
For legal notices: Attention: General Counsel
For all other notices and communications: Attention: Xxx X. Xxxxxxxx, Senior Vice President, Logistics phone: (000) 000-0000 email: Xxx.X.Xxxxxxxx@xxxxxxxx.xxx |
Schedule I
Master Terminalling Services Agreement
JAL NGL | Western Refining Company, L.P. | Western Refining Company, L.P. 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000 Attention: General Counsel | ||
JAL NGL | Tesoro Refining & Marketing Company LLC | Tesoro Refining & Marketing Company LLC 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000 Attention: General Counsel | ||
JAL NGL | Western Refining Terminals, LLC | Western Refining Terminals, LLC 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000
For legal notices: Attention: General Counsel
For all other notices and communications: Attention: Xxx X. Xxxxxxxx, Senior Vice President, Logistics phone: (000) 000-0000 email: Xxx.X.Xxxxxxxx@xxxxxxxx.xxx | ||
Clearbrook | St. Xxxx Park Refining Co. LLC | St. Xxxx Park Refining Co. LLC 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000 Attention: General Counsel | ||
Clearbrook | Tesoro Logistics Operations LLC | Tesoro Logistics Operations LLC 00000 Xxxxxxxxx Xxxxxxx Xxx Xxxxxxx, Xxxxx 00000
For legal notices: Attention: General Counsel
For all other notices and communications: Attention: Xxx X. Xxxxxxxx, Senior Vice President, Logistics phone: (000) 000-0000 email: Xxx.X.Xxxxxxxx@xxxxxxxx.xxx |
Schedule I
Master Terminalling Services Agreement
SCHEDULE A
TERMINAL MINIMUM THROUGHPUT COMMITMENT (LPG/NGL TRUCK RACK)
AND TERMINAL RESERVED CAPACITY
Terminal | Minimum Throughput Commitment (bpm) | Reserved Capacity (bpm) | ||||||
Mandan LPG Terminal | 56,575 | 56,575 | ||||||
Salt Lake City LPG Terminal | 41,063 | 41,063 | ||||||
LAR LPG Terminal - Xxxxxx | 39,542 | 39,542 | ||||||
LAR LPG Terminal - Wilmington | 60,833 | 60,833 | ||||||
Fryburg Terminal | N/A | N/A | ||||||
Xxxxxxx LPG Terminal | N/A | N/A | ||||||
JAL NGL Terminal | N/A | N/A |
Schedule A
Master Terminalling Services Agreement
SCHEDULE B
DEDICATED TANKS
LOCATION | TANK NUMBER | RESERVED CAPACITY (in Barrels) | ||
Mandan | FB-701 | 96,000 | ||
Mandan | FB-702 | 96,000 | ||
Mandan | FB-703 | 96,000 | ||
Mandan | FB-705 | 96,000 | ||
Mandan | FB-706 | 96,000 | ||
Mandan | FB-707 | 32,900 | ||
Mandan | FB-708 | 30,000 | ||
Mandan | FB-709 | 30,000 | ||
Mandan | FB-710 | 30,000 | ||
Mandan | FB-711 | 30,000 | ||
Mandan | FB-712 | 30,000 | ||
Mandan | FB-714 | 30,000 | ||
Mandan | FB-715 | 20,000 | ||
Mandan | FB-716 | 15,000 | ||
Mandan | FB-717 | 43,000 | ||
Mandan | FB-718 | 30,000 | ||
Mandan | FB-719 | 30,000 | ||
Mandan | FB-720 | 30,000 (OOS)* | ||
Mandan | FB-721 | 10,000 | ||
Mandan | FB-722 | 10,000 | ||
Mandan | FB-723 | 96,000 | ||
Mandan | FB-724 | 96,000 (OOS)** | ||
Mandan | FB-725 | 96,000 | ||
Mandan | FB-726 | 96,000 | ||
Mandan | FB-727 | 96,000 | ||
Mandan | FB-728 | 96,000 | ||
Mandan | FB-729 | 96,000 | ||
Mandan | FB-730 | 96,000 | ||
Mandan | FB-731 | 96,000 | ||
Mandan | FB-732 | 30,000 | ||
Mandan | FB-733 | 96,000 | ||
Mandan | FB-734 | 96,000 | ||
Mandan | FB-737 | 20,000 (OOS) | ||
Mandan | FB-738 | 43,000 | ||
Mandan | FB-740 | 20,000 | ||
Mandan | FB-741 | 15,000 |
Schedule B
Master Terminalling Services Agreement
LOCATION | TANK NUMBER | RESERVED CAPACITY (in Barrels) | ||
Mandan | FB-742 | 30,000 (OOS) | ||
Mandan | FB-743 | 20,000 | ||
Mandan | FB-744 | 24,000 | ||
Mandan | FB-745 | 20,000 | ||
Xxxxxx | XX-000 | 000 | ||
Xxxxxx | XX-000 | 96,000 | ||
Mandan | FB-748 | 96,000 | ||
Xxxxxx | XX-000 | 000 (XXX) | ||
Xxxxxx | XX-000 | 96,000 | ||
Mandan | FB-751 | 96,000 | ||
Mandan | FB-752 | 96,000 | ||
Mandan | FB-753 | 96,000 | ||
Mandan | FB-754 | 96,000 | ||
Mandan | FB-755 | 96,000 | ||
Mandan | FB-756 | 24,000 | ||
Mandan | FB-758 | 5,000 | ||
Mandan | FB-764 | 96,000 | ||
Mandan | FB-766 | 22,000 | ||
Mandan | FB-767 | 8,000 | ||
Mandan | FB-768 | 1,000 (OOS) | ||
Mandan | FB-771 | 96,000 | ||
Xxxxxx | XX-000 | 00 | ||
Xxxxxx | XX-000 | 21 | ||
Salt Lake City | 140 | 20,562 | ||
Xxxx Xxxx Xxxx | 000 | 00,000 | ||
Xxxx Xxxx Xxxx | 142 | 14,323 | ||
Xxxx Xxxx Xxxx | 000 | (XXX) | ||
Xxxx Xxxx Xxxx | 155 | 10,313 | ||
Salt Lake City | 157 | 19,915 | ||
Xxxx Xxxx Xxxx | 000 | 00,000 | ||
Xxxx Xxxx Xxxx | 186 | 58,748 | ||
Xxxx Xxxx Xxxx | 000 | 00,000 | ||
Xxxx Xxxx Xxxx | 190 | 48,348 | ||
Xxxx Xxxx Xxxx | 000 | 00,000 | ||
Xxxx Xxxx Xxxx | 206 | 62,091 | ||
Xxxx Xxxx Xxxx | 000 | (XXX) | ||
Xxxx Xxxx Xxxx | 212 | 56,627 | ||
Salt Lake City | 213 | 56,627 | ||
Xxxx Xxxx Xxxx | 000 | 00,000 | ||
Xxxx Xxxx Xxxx | 242 | 55,688 | ||
Salt Lake City | 243 | 55,209 |
Schedule B
Master Terminalling Services Agreement
LOCATION | TANK NUMBER | RESERVED CAPACITY (in Barrels) | ||
Salt Lake City | 244 | 15,484 | ||
Xxxx Xxxx Xxxx | 000 | 00,000 | ||
Xxxx Xxxx Xxxx | 246 | 11,190 | ||
Xxxx Xxxx Xxxx | 000 | 00,000 | ||
Xxxx Xxxx Xxxx | 248 | 60,000*** | ||
Salt Lake City | 252 | 55,688 | ||
Xxxx Xxxx Xxxx | 000 | (XXX) | ||
Xxxx Xxxx Xxxx | 291 | 15,107 | ||
Xxxx Xxxx Xxxx | 000 | (XXX) | ||
Xxxx Xxxx Xxxx | 297 | 3,275 | ||
Salt Lake City | 298 | 3,575 | ||
Xxxx Xxxx Xxxx | 000 | 0,000 | ||
Xxxx Xxxx Xxxx | 306 | 5,117 | ||
Xxxx Xxxx Xxxx | 000 | 0,000 | ||
Xxxx Xxxx Xxxx | 308 | 6,714 | ||
Xxxx Xxxx Xxxx | 000 | (XXX) | ||
Xxxx Xxxx Xxxx | 310 | (OOS) | ||
Xxxx Xxxx Xxxx | 000 | (XXX) | ||
Xxxx Xxxx Xxxx | 314 | (OOS) | ||
Xxxx Xxxx Xxxx | 000 | (XXX) | ||
Xxxx Xxxx Xxxx | 321 | 24,171 | ||
Salt Lake City | 322 | 37,871 | ||
Xxxx Xxxx Xxxx | 000 | 00,000 | ||
Xxxx Xxxx Xxxx | 324 | 54,974 | ||
Xxxx Xxxx Xxxx | 000 | 00,000 | ||
Xxxx Xxxx Xxxx | 326 | 54,974 | ||
Xxxx Xxxx Xxxx | 000 | 00,000 | ||
Xxxx Xxxx Xxxx | 328 | 54,974 | ||
Xxxx Xxxx Xxxx | 000 | 00,000 | ||
Xxxx Xxxx Xxxx | 330 | 24,071 | ||
Salt Lake City | 331 | 33,105 | ||
Xxxx Xxxx Xxxx | 000 | 0,000 | ||
Xxxx Xxxx Xxxx | 849 | 2,800 | ||
Xxxx Xxxx Xxxx | 000X | 000 | ||
Xxxx Xxxx Xxxx | 427B | 606 | ||
Salt Lake City | 427C | 905 | ||
Salt Lake City | 427D | 905 | ||
LAR - Xxxxxx | 14 | 358,162 | ||
LAR - Xxxxxx | 16 | 96,247 | ||
LAR - Xxxxxx | 17 | 95,649 | ||
LAR - Xxxxxx | 31 | 82,396 |
Schedule B
Master Terminalling Services Agreement
LOCATION | TANK NUMBER | RESERVED CAPACITY (in Barrels) | ||
LAR - Xxxxxx | 61 | 100,965 | ||
LAR - Xxxxxx | 62 | 100,312 | ||
LAR - Xxxxxx | 63 | 100,600 | ||
LAR - Xxxxxx | 64 | 100,220 | ||
LAR - Xxxxxx | 73 | 30,570 | ||
LAR - Xxxxxx | 74 | 15,021 | ||
LAR - Xxxxxx | 75 | 14,972 | ||
LAR - Xxxxxx | 76 | 30,570 | ||
LAR - Xxxxxx | 78 | 10,239 | ||
LAR - Xxxxxx | 959 | 163,366 | ||
LAR - Xxxxxx | 350 | 1,770 | ||
LAR - Xxxxxx | 351 | 1,770 | ||
LAR - Xxxxxx | 352 | 1,770 | ||
LAR - Xxxxxx | 353 | 1,770 | ||
LAR - Xxxxxx | 354 | 1,770 | ||
LAR - Xxxxxx | 355 | 1,770 | ||
LAR - Xxxxxx | 398 | 6,910 | ||
LAR - Xxxxxx | 399 | 6,910 | ||
LAR - Xxxxxx | 677 | 16,671 (OOS) | ||
LAR - Xxxxxx | 678 | 16,690 (OOS) | ||
LAR - Xxxxxx | 679 | 16,307 (OOS) | ||
LAR - Xxxxxx | 680 | 16,279 (OOS) | ||
LAR - Xxxxxx | 681 | 30,000 | ||
LAR - Xxxxxx | 682 | 30,000 | ||
LAR - Xxxxxx | 683 | 30,000 | ||
LAR - Xxxxxx | 684 | 30,000 | ||
LAR - Xxxxxx | 773 | 97,844 | ||
LAR - Xxxxxxxxxx | 000 | 000 | ||
XXX - Xxxxxxxxxx | 776 | 700 | ||
LAR - Xxxxxxxxxx | 000 | 000 | ||
XXX - Xxxxxxxxxx | 778 | 700 | ||
LAR - Xxxxxxxxxx | 000 | 000 | ||
XXX - Xxxxxxxxxx | 780 | 700 | ||
LAR - Wilmington | 1501 | 985 | ||
LAR - Wilmington | 1502 | 985 | ||
LAR - Wilmington | 1503 | 985 | ||
LAR - Wilmington | 6000 | 6,000 | ||
LAR - Wilmington | 6001 | 6,000 | ||
LAR - Wilmington | 7201 | 7,156 | ||
LAR - Wilmington | 7501 | 8,395 | ||
LAR - Wilmington | 11000 | 11,567 |
Schedule B
Master Terminalling Services Agreement
LOCATION | TANK NUMBER | RESERVED CAPACITY (in Barrels) | ||
LAR - Wilmington | 11001 | 11,567 (OOS) | ||
LAR - Wilmington | 11002 | 11,567 (OOS) | ||
LAR - Wilmington | 11003 | 11,567 | ||
LAR - Wilmington | 11004 | 11,567 | ||
LAR - Wilmington | 13500 | 13,818 (OOS) | ||
LAR - Wilmington | 13501 | 13,818 (OOS) | ||
LAR - Wilmington | 13502 | 13,818 | ||
LAR - Wilmington | 13503 | 13,818 | ||
LAR - Wilmington | 13504 | 13,818 | ||
LAR - Wilmington | 13505 | 13,818 | ||
LAR - Wilmington | 13506 | 13,818 | ||
LAR - Wilmington | 13507 | 13,818 (OOS) | ||
LAR - Wilmington | 13508 | 13,818 | ||
LAR - Wilmington | 13509 | 13,818 (OOS) | ||
LAR - Wilmington | 13510 | 13,818 | ||
LAR - Wilmington | 13511 | 13,818 | ||
LAR - Wilmington | 13512 | 13,818 (OOS) | ||
LAR - Wilmington | 20426 | 20,144 | ||
LAR - Wilmington | 36001 | 36,612 | ||
LAR - Wilmington | 36002 | 36,612 | ||
LAR - Wilmington | 50000 | 50,000 | ||
LAR - Wilmington | 76000 | 76,158 | ||
LAR - Wilmington | 80033 | 81,383 | ||
LAR - Wilmington | 80034 | 81,383 | ||
LAR - Wilmington | 80035 | 81,383 | ||
LAR - Wilmington | 80036 | 81,383 | ||
LAR - Wilmington | 80037 | 81,383 | ||
LAR - Wilmington | 80038 | 81,383 | ||
LAR - Wilmington | 80039 | 81,383 | ||
LAR - Wilmington | 80042 | 81,383 | ||
LAR - Wilmington | 80044 | 81,383 | ||
LAR - Wilmington | 80045 | 81,383 | ||
LAR - Wilmington | 80049 | 81,383 | ||
LAR - Wilmington | 80050 | 81,383 | ||
LAR - Wilmington | 80051 | 81,383 | ||
LAR - Wilmington | 80055 | 81,383 | ||
LAR - Wilmington | 80057 | 82,340 | ||
LAR - Wilmington | 80058 | 81,383 | ||
LAR - Wilmington | 80061 | 81,383 | ||
LAR - Wilmington | 80062 | 81,383 | ||
LAR - Wilmington | 80063 | 81,383 |
Schedule B
Master Terminalling Services Agreement
LOCATION | TANK NUMBER | RESERVED CAPACITY (in Barrels) | ||
LAR - Wilmington | 80064 | 81,383 | ||
LAR - Wilmington | 80065 | 81,383 | ||
LAR - Wilmington | 80066 | 81,383 | ||
LAR - Wilmington | 80067 | 81,383 | ||
LAR - Wilmington | 80068 | 81,383 | ||
LAR - Wilmington | 80069 | 81,383 | ||
LAR - Wilmington | 80070 | 81,383 | ||
LAR - Wilmington | 80071 | 81,383 | ||
LAR - Wilmington | 80072 | 81,383 | ||
LAR - Wilmington | 80075 | 78,511 | ||
LAR - Wilmington | 80076 | 81,383 | ||
LAR - Wilmington | 80077 | 81,383 | ||
LAR - Wilmington | 80078 | 81,383 | ||
LAR - Wilmington | 80079 | 81,383 | ||
LAR - Wilmington | 80080 | 81,383 | ||
LAR - Wilmington | 80081 | 81,383 | ||
LAR - Wilmington | 80082 | 81,383 | ||
LAR - Wilmington | 80083 | 81,383 | ||
LAR - Wilmington | 80084 | 81,383 | ||
LAR - Wilmington | 80085 | 81,383 | ||
LAR - Wilmington | 80087 | 81,383 | ||
LAR - Wilmington | 80089 | 81,383 | ||
LAR - Wilmington | 80090 | 81,383 | ||
LAR - Wilmington | 80091 | 81,383 | ||
LAR - Wilmington | 80092 | 81,383 | ||
LAR - Wilmington | 80209 | 85,610 | ||
LAR - Wilmington | 80210 | 85,610 | ||
LAR - Wilmington | 80211 | 85,610 | ||
LAR - Wilmington | 80212 | 85,610 | ||
LAR - Wilmington | 80213 | 85,610 | ||
LAR - Wilmington | 80214 | 85,610 | ||
LAR - Wilmington | 80215 | 85,610 | ||
LAR - Wilmington | 80216 | 85,610 | ||
LAR - Wilmington | 80217 | 85,610 | ||
LAR - Wilmington | 80218 | 80,000 | ||
LAR - Wilmington | 80219 | 85,610 | ||
LAR - Wilmington | 80220 | 85,610 | ||
LAR - Wilmington | 80221 | 81,239 | ||
LAR - Wilmington | 96000 | 96,689 | ||
LAR - Wilmington | 96059 | 96,689 | ||
LAR - Wilmington | 118066 | 117,477 |
Schedule B
Master Terminalling Services Agreement
LOCATION | TANK NUMBER | RESERVED CAPACITY (in Barrels) | ||
LAR - Wilmington | 125000 | 123,278 | ||
LAR - Wilmington | 125001 | 123,278 | ||
LAR - Wilmington | 125002 | 125,897 | ||
LAR - Wilmington | 125003 | 125,897 | ||
LAR - Wilmington | 125004 | 125,897 | ||
Xxxxxxx Xxxxxxxx | Xx-000 | 150,000 | ||
Fryburg Terminal | Tk-103 | 175,000 | ||
Fryburg Terminal | Tk-104 | 175,000 | ||
Xxxxxxx Terminal | Tk-101 | 150,000 | ||
Xxxxxxx Terminal | V-500 - V-505 | 8,004 | ||
Xxxxxxx Terminal | V-506 - V-510 | 8,521 | ||
Xxxxxxx Terminal | V-516 - V-518 | 5,450 | ||
Xxxxxxx Terminal | V-511 - V515 | 12,413 | ||
Xxxxxxx Terminal | V-200 - V-207 | 9,941 | ||
Xxxxxxx Terminal | V-208 | 1,243 | ||
Xxxxxxx Terminal | V-400 - V-407 | 10,652 | ||
Xxxxxxx Terminal | V-209 - V-214 | 10,291 | ||
Xxxxxxx Terminal | V-215 | 7,676 | ||
Xxxxxxx Terminal | V-216 | 10,313 | ||
Xxxxxxx Terminal | V-100 - V-101 | 12,390 | ||
Xxxxxxx Terminal | V-102 - V-103 | 20,791 | ||
Xxxxxxx Terminal | V-104 | 10,313 | ||
Xxxxxxx Terminal | V-519 | 95 | ||
JAL Terminal | NA | 212,000 | ||
Clearbrook | Tk-6014 | 300,000 | ||
Clearbrook | Tk-6015 | 300,000 |
* | Out of Service (OOS). |
** | Tank 724, Subgrade, expected to come into service October 2020. |
*** | Projected construction completion in 2019. Upon completion, fees will be assessed pursuant to an applicable Terminal Service Order. |
For the avoidance of doubt, fees will be assessed only upon in-service Dedicated Tanks.
Schedule B
Master Terminalling Services Agreement
SCHEDULE C
RAIL TERMINAL MINIMUM COMMITMENT AND RAIL RESERVED CAPACITY
Terminal | Minimum Commitment (bpm) | Reserved Capacity (bpm) | ||||||
Mandan Rail Terminal | 102,808 | 102,808 | ||||||
Salt Lake City Rail Terminal | 151,171 | 151,171 | ||||||
LAR Rail Terminal—Xxxxxx | 273,750 | 273,750 | ||||||
LAR Rail Terminal—Wilmington | 100,375 | 100,375 | ||||||
Fryburg Rail Terminal | N/A | N/A | ||||||
Xxxxxxx Rail Terminal | N/A | N/A | ||||||
JAL NGL Rail Terminal | N/A | N/A |
Schedule C
Master Terminalling Services Agreement
EXHIBIT 1
FORM OF TERMINAL SERVICE ORDER
[Name of Applicable Terminal]—( , 20 )
This Terminal Service Order is entered as of , 20 , by and between [applicable Customer] and [applicable Provider], with respect to the [applicable terminal (the “Terminal”), pursuant to and in accordance with the terms of the Master Terminalling Services Agreement, dated as of August 6, 2018 (as amended, supplemented, or otherwise modified from time to time, the “Master Agreement”).
Capitalized terms not otherwise defined herein shall have the meaning set forth in the Master Agreement.
Pursuant to Section 13 of the Master Agreement, the parties hereto agree to the following provisions with respect to the Terminal:
[Insert applicable provisions:
(i) the type of Product applicable to the services covered by this Terminal Service Order (and any other specific quality specifications for each such Product type);
(ii) allocation of throughput capacity by Product, and the rates by Product for determining the Terminalling Service Fee pursuant to Section 4 of the Master Agreement;
(iii) identification of tanks to be utilized for dedicated storage tanks and the Storage Services Fee pursuant to Section 5 of the Master Agreement;
(iv) steam services and the fees for such steam services pursuant to Section 5(c) of the Master Agreement;
(v) services for oily water removal and the fees for such oily water removal pursuant to Section 5(d) of the Master Agreement;
(vi) rail loading and unloading services and the Rail Loading Services Fee pursuant to Section 6 of the Master Agreement;
(vii) caustic chemical and catalyst loading and unloading services, rail car switching and storage, and track inspection and maintenance services and the fees for such track inspection and maintenance pursuant to Sections 6(e), 6(f), and 6(g) of the Master Agreement, respectively;
(viii) Passthrough charges pursuant to Section 7 of the Master Agreement;
(ix) Transmix handling fees pursuant to Section 8 of the Master Agreement;
(x) Blending Services pursuant to Section 9 of the Master Agreement;
(xi) reimbursement related to newly imposed taxes pursuant to Section 10 of the Master Agreement;
Exhibit 1
Terminalling Services Agreement
(xii) Surcharges related to expenditures as a result of newly imposed laws and regulations pursuant to Section 11 of the Master Agreement;
(xiii) tank cleaning or conversion pursuant to Section 12 of the Master Agreement; and
(xiv) any other services as may be agreed.]
Except as set forth in this Terminal Service Order, the other terms of the Master Agreement are hereby incorporated by reference and shall continue in full force and effect and shall apply to the terms of this Terminal Service Order.
[Signature Page Follows]
Exhibit 1
Terminalling Services Agreement
[Customer]
By: Name: Title: | [Provider]
By: Name: Title: |
Exhibit 1 –
Terminalling Services Agreement