EXHIBIT 10.19
GALENA PARK SERVICES AGREEMENT
THIS AGREEMENT (this "Agreement") is entered into as of September 1, 1996, by
and between Chevron Products Company ("CHEVRON PRODUCTS"), a division of Chevron
U.S.A. Inc., a Pennsylvania corporation ("CUSA") and Xxxxxx Petroleum Company,
Limited Partnership, a Delaware limited partnership ("XXXXXX XX"), (each a
"Party" and collectively the "Parties")
WHEREAS, CUSA and NGC Corporation ("NGC") have entered into certain agreements
(the "Merger Agreements") pursuant to which CUSA would contribute certain gas
gathering, processing, and other midstream assets and related liabilities of
XXXX'x Xxxxxx Petroleum Company division ("Xxxxxx") and CUSA's Natural Gas
Business Unit to a newly formed corporation into which NGC would then be merged;
and
WHEREAS, immediately subsequent to the Merger, the gas gathering, processing,
and other midstream assets of Xxxxxx will be transferred to XXXXXX XX; and
WHEREAS, one such asset is the Warrengas Terminal described more specifically on
Exhibit 12 attached hereto and made a part hereof ("Warrengas"); and
WHEREAS, after the merger, CHEVRON PRODUCTS will own and operate the Galena Park
Light Products Terminal described more specifically on Exhibit 13 attached
hereto and made a part hereof ("Terminal") and XXXXXX XX will own and operate
Warrengas; and
WHEREAS, CHEVRON PRODUCTS wishes XXXXXX XX to perform certain services detailed
on Exhibits 1-11 hereto ("XXXXXX XX Services"), and XXXXXX XX wishes CHEVRON
PRODUCTS to perform certain services detailed on Exhibit 5 attached hereto
("CHEVRON PRODUCTS Services")(XXXXXX XX Services and CHEVRON PRODUCTS Services
described on the attached Exhibits shall be referred to individually as a
"Service" and collectively as "Services"); and
WHEREAS, XXXXXX XX and CHEVRON PRODUCTS wish to perform such Services for each
other in accordance with the terms of this Agreement; and
WHEREAS, XXXXXX XX and CHEVRON PRODUCTS intend that the scope and quality of
each Service shall remain substantially the same as it was prior to this
Agreement; and
WHEREAS, CHEVRON PRODUCTS and XXXXXX XX desire to work together to develop a
relationship with the goal of creating a comprehensive, mutually satisfactory,
long-term relationship to fulfill commercial needs previously performed by and
among CUSA's Chevron Products Company, Xxxxxx Petroleum Company and Natural Gas
Business Unit and to operate facilities previously operated by such CUSA
business units;
NOW, THEREFORE, for the mutual benefit of the Parties and in consideration of
the mutual covenants and agreements hereafter set forth, and for other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
Parties agree as follows:
1.0 SERVICES.
1.1 XXXXXX XX Services. During the term of this Agreement, XXXXXX XX shall
provide and CHEVRON PRODUCTS shall pay for the Services generally
described in Exhibits 1 through 11 attached hereto. Except as
expressly stated otherwise, such Services shall be provided in
accordance with the terms and conditions hereof and of the Exhibits.
XXXXXX XX shall not provide Services hereunder for operation of any
facility other than the Terminal. From time to time, the Parties may
mutually agree to the addition, deletion or modification of the
Services provided by XXXXXX XX by amending this Agreement and its
Exhibits, which shall be incorporated herein by reference. The XXXXXX
XX Services included on the date of this Agreement are more
particularly described in the following Exhibits:
1: Emergency Response Services
2: Dock Services
3: Security Services
4: Communication Services
5: Flare System Services
6: Potable Water Services
7: Natural Gas Services
8: Electric Services
9: Mowing and Weed Control Services
10: Road Repair Services
11: Fencing and Security Lights Services
1.2 CHEVRON PRODUCTS Services. During the term of this Agreement, CHEVRON
PRODUCTS shall provide and XXXXXX XX shall pay for the Services
described in Exhibit 5 attached hereto. Except as expressly stated
otherwise, such Services shall be provided in accordance with the
terms and conditions hereof
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and of the Exhibits. Services provided by Chevron shall not be made
available hereunder for operation of any facility other than
Warrengas. From time to time, the Parties may mutually agree to the
addition, deletion or modification of Services by amending this
Agreement and its Exhibits, which shall be incorporated herein by
reference.
1.3 Performance of Services. The Party providing a Service ("Providing
Party") to the other Party ("Receiving Party) shall provide such
Service in accordance with the requirements set forth in this
Agreement and in the applicable Exhibit. Except as otherwise set forth
herein or in an Exhibit, Providing Party shall at all times have sole
authority to manage, direct and control the performance of any Service
and the resources used to provide it; provided, however, that such
Service must meet the warranties set forth herein.
1.4 Access. Each Party shall obey all rules established by the other Party
while on the other Party's premises, shall comply with all reasonable
conditions imposed by or requests made by the other Party, and shall
remove any personnel or equipment used to provide Services from the
other Party's premises upon the other Party's reasonable request. Each
Party shall permit the other Party's employees reasonable access to
its property for the purpose of providing all Services required under
this Agreement.
1.5 Maintenance of Facilities. Each Party shall, insofar as is
commercially reasonable and practicable, operate and maintain the
Terminal or Warrengas systems, as the case may be, in a manner that
will avoid or minimize the likelihood of a disturbance originating
from its system which might cause impairment of the Services. The
Providing Party shall maintain all fixtures and equipment in all
facilities used to provide and deliver Services in accordance with the
standards observed by such Providing Party in its maintenance of
similar other United States facilities it owns or operates.
1.6 Compliance with Law. The Providing Party shall at all times comply
with all laws, ordinances, rules and regulations related to the
Services. Except as expressly provided in this Agreement, the
Providing Party shall give all required notices, shall procure and
maintain all necessary governmental permits, licenses and inspections
necessary for
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its performance of this Agreement, and shall pay all charges and fees
in connection therewith.
1.7 Notification of Certain Matters. During the term of this Agreement,
CHEVRON PRODUCTS and XXXXXX XX shall promptly notify each other of any
matter or the occurrence of any event which could reasonably be
expected to have the potential to effect materially the Services
provided hereunder.
1.8 Representatives. CHEVRON PRODUCTS and XXXXXX XX shall each appoint a
representative (its "Authorized Representative") who shall act as a
liaison to manage all aspects of its performance of this Agreement,
including, without limitation, operational, environmental, safety,
maintenance, technical and scheduling issues. The Authorized
Representatives shall have no power to amend this Agreement either in
writing or by informal agreement except as provided in Section 17.0 of
this Agreement. The Authorized Representatives shall meet on an "ad
hoc" basis and may delegate any specific duty or authority under this
Agreement. Any subsequent change of the Authorized Representative
shall be effective only upon written notice.
1.9 Metering Upgrades. XXXXXX XX shall be responsible for upgrading or
installing replacement meters required to measure the Services, and
CHEVRON PRODUCTS shall reimburse XXXXXX LP's capital and maintenance
costs associated with any such upgrade or installation. XXXXXX XX
shall receive written approval from CHEVRON PRODUCTS in advance of any
material upgrade or replacement of meters to the extent XXXXXX XX will
demand reimbursement from CHEVRON PRODUCTS.
2.0 ADJUSTMENTS.
2.1 Fees. The Parties have agreed to use fixed fees equal to the Parties'
best estimate of operating expenses actually incurred with respect to
the Services provided under Exhibits 1, 3, 9, and 11 of this
Agreement, and may agree to use such fixed fees with respect to
services added to this Agreement in the future. On January 1 of each
year of this Agreement, commencing on January 1, 1997, any such fixed
fees shall be adjusted using the Consumer Price Index for all Urban
Consumers - Houston Area, published bimonthly on even numbered months
by the U.S. Department of Labor, Bureau of
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Labor Statistics, as compared to the base index of 140.9 on January 1,
1996. If such indices are no longer published or are changed
substantially in their method of measurement, then there shall be
substituted by mutual agreement of the parties another index that as
closely as practicable reflects the changes that such tables currently
measure. The adjusted fees shall go into effect the first day of the
month following the first month of publication for the year and shall
remain in effect until the first day of the month following the first
month of publication for the following year.
2.2 Operating Adjustments. Other than with respect to adjustments in fees,
which are discussed elsewhere in the Agreement, each Party agrees to
modify the Exhibits hereto when and to the extent that the other Party
significantly changes its Galena Park operations; provided, however,
that such modification does not have a net negative economic or
operational impact upon the other Party. In the event of any such
plant operation changes, the Receiving Party shall be notified as soon
as reasonably possible, the Providing Party shall, subject to the
other provisions of this Agreement, use commercially reasonable
efforts to accommodate the Receiving Party; and the parties shall
cooperate to effectuate the intent of this Section.
2.3 Shut-Downs. Except in the case of shutdowns effected solely for
economic reasons, neither Party shall be obligated to deliver or
receive Services during scheduled or unscheduled maintenance shutdowns
of any facility to which production or use of such Services relates.
During shutdowns effected solely for economic reasons, each Party
shall continue to fulfill its obligations to the extent of the
Services requirements needed by the other Party to continue its normal
operations without negative economic or operations impact, subject to
the termination rights of each Party under Section 4 below.
2.4 Hardships. In the event conditions change so that this Agreement
causes an economic or operational hardship to either Party, such Party
may request a redetermination of any provision hereunder by giving
written notice to the other Party. The Parties shall then meet within
thirty (30) days to try in good faith to determine a revised provision
based upon principles of fairness and equity; provided, however,
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that neither Party shall be obligated to change the then existing
provision unless agreed to in writing.
3.0 WARRANTIES.
3.1 General Warranty. The Providing Party warrants that the Services shall
meet the respective requirements set forth in this Agreement and its
Exhibits in all material respects and shall meet the practices the
Providing Party generally uses to provide similar services at other
United States facilities that it owns and operates. THE PROVIDING
PARTY DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, AND THE RECEIVING PARTY
EXPRESSLY WAIVES, ANY OTHER WARRANTIES WHATSOEVER (EXCEPT THOSE
WARRANTIES SET FORTH IN THE EXHIBITS), INCLUDING (WITHOUT LIMITATION)
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
REGARDLESS WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, OR ALLEGEDLY
ARISING FROM ANY USAGE OF ANY TRADE OR ANY COURSE OF DEALING.
3.2 Third-Party Suppliers. The Providing Party hereby assigns any
assignable warranties made by third-party suppliers for the Services
supplied by it under this Agreement. The Providing Party shall
cooperate with the Receiving Party in claims made by the Receiving
Party against any third-party supplier, regardless of the warranty
rights of any Party. The Receiving Party hereby releases the Providing
Party from claims arising from a breach of such third-party
warranties.
3.3 Duty to Warn of Product Hazards. Both Parties acknowledge that they
are familiar with, and shall take all steps necessary to inform, warn
and familiarize their employees, agents, customers and contractors who
may be affected by the provision or receipt of Services of all hazards
and proper safety procedures pertaining thereto. Each Party agrees to
provide the other Party with hazardous communication information,
including MSDS sheets, on an ongoing basis.
3.4 Limitation Of Warranty Liability. In no event shall either XXXXXX XX
or CHEVRON PRODUCTS be liable to the other for any incidental,
consequential or punitive damages arising out of any breach of the
foregoing warranties, even if it has been advised of the possibility
of such damages, except to the extent such damages are caused by its
willful misconduct.
4.0 TERMINATION.
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4.1 Generally. This Agreement shall terminate upon termination of all of
its Exhibits. Each Exhibit other than Exhibit 2 - Dock Services shall
continue until terminated as follows:
(a) by mutual agreement;
(b) by either Party upon eighteen (18) months' written notice if such
Party intends to abandon or permanently cease all operations of
the Terminal or Warrengas, as the case may be, or any material
part thereof related to such Exhibit or the Services provided
pursuant thereto;
(c) upon thirty days' written notice by the Receiving Party; or
(d) upon eighteen (18) months' written notice by the Providing Party.
Exhibit 2 - Dock Services shall be terminated only by mutual agreement
or upon thirty days' written notice by CHEVRON PRODUCTS.
4.2 Safety Suspension. Each Party (a "Suspending Party") reserves the
right to suspend its obligations under this Agreement, without
prejudice to any other power, right or remedy it may have if the
Receiving Party conducts its operations hereunder in a manner which
the Suspending Party reasonably believes jeopardizes the safety of its
property or personnel, provided that the suspension shall be limited
to a period of time reasonably necessary for the protection of the
property and personnel of the Suspending Party.
5.0 PAYMENT.
Invoices shall be sent on or before the 16th day of each month for Services
supplied during the prior month. The payment due date for invoices
submitted under this Agreement shall be thirty (30) days after issuance of
the invoice. If a legitimate dispute exists with respect to any payment
claimed due, the claimed payment shall be paid within the time frame set
forth above pending resolution of such dispute in accordance with Section
16, and upon such resolution any disallowed portion of any such payment
shall be refunded without interest.
6.0 INDEMNITY.
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6.1 PERSONAL INJURY OR DEATH. EACH PARTY (THE "INDEMNIFYING PARTY") SHALL
DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OTHER PARTY AND ITS
AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM
AND AGAINST ANY CLAIM, LIABILITY, LOSS, DAMAGE, OR EXPENSE (INCLUDING
ATTORNEYS' FEES) ARISING OUT OF THE FOLLOWING:
(A) ANY PERSONAL INJURY OR DEATH CAUSED BY THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE INDEMNIFYING PARTY, ITS AFFILIATES OR THEIR
EMPLOYEES OR AGENTS;
(B) EXCEPT TO THE EXTENT TO WHICH PARAGRAPH (A) APPLIES TO ANY MATTER,
ANY PERSONAL INJURY OR DEATH TO AN EMPLOYEE OF THE INDEMNIFYING PARTY
OR ITS CONTRACTORS, SUBCONTRACTORS OR VENDORS;
(C) EXCEPT TO THE EXTENT WHICH PARAGRAPH (A) OR (B) APPLIES TO ANY
MATTER, ANY PERSONAL INJURY OR DEATH TO ANY PERSON WHILE PHYSICALLY
PRESENT ON THE PREMISES OF THE INDEMNIFYING PARTY;
THE FOREGOING INDEMNITY SHALL APPLY WHETHER OR NOT AN INDEMNIFIED
PARTY WAS OR IS ALLEGED TO BE ACTIVELY, PASSIVELY, SOLELY OR
CONCURRENTLY NEGLIGENT, AND WHETHER OR NOT LIABILITY WITHOUT FAULT IS
SOUGHT TO BE IMPOSED ON ANY PARTY.
6.2 PROPERTY DAMAGE OR LOSS. THE INDEMNIFYING PARTY SHALL BE RESPONSIBLE
FOR, AND SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE OTHER PARTY
AND ITS AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS, FROM AND AGAINST ANY CLAIM, LIABILITY, LOSS, DAMAGE, OR
EXPENSE (INCLUDING ATTORNEY'S FEES) ARISING OUT OF ANY PROPERTY DAMAGE
CAUSED BY THE ACTION OF THE INDEMNIFYING PARTY, ITS AFFILIATES OR
THEIR EMPLOYEES OR AGENTS.
6.3 WARRANTY INDEMNITY. THE PROVIDING PARTY SHALL DEFEND, INDEMNIFY AND
HOLD HARMLESS THE OTHER PARTY, ITS AFFILIATES AND SUBSIDIARIES, AND
THE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF ANY OF THEM (EACH AN
"INDEMNITEE") FROM AND AGAINST ANY AND ALL LOSS, DAMAGE, INJURY,
LIABILITY AND CLAIMS THEREOF FOR INJURY TO OR DEATH OF ANY PERSON
RESULTING FROM SUCH PARTY'S PERFORMANCE OF OR FAILURE TO PERFORM SUCH
SERVICES IN VIOLATION OF THE WARRANTIES CONTAINED HEREIN. SUCH
INDEMNITY SHALL APPLY WHETHER OR NOT AN INDEMNITEE WAS
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OR IS CLAIMED TO BE PASSIVELY, CONCURRENTLY OR ACTIVELY NEGLIGENT, AND
REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT IS IMPOSED OR SOUGHT TO
BE IMPOSED ON ONE OR MORE OF THE INDEMNITEES. THIS INDEMNITY SHALL NOT
APPLY TO THE EXTENT THAT IT IS VOID OR OTHERWISE UNENFORCEABLE UNDER
APPLICABLE LAW IN EFFECT ON OR VALIDLY RETROACTIVE TO THE DATE OF THIS
AGREEMENT, AND SHALL NOT APPLY WHERE SUCH LOSS, DAMAGE, INJURY,
LIABILITY OR CLAIM IS THE RESULT OF THE SOLE NEGLIGENCE OR WILLFUL
MISCONDUCT OF AN INDEMNITEE.
7.0 IMPROVEMENTS.
7.1 Regulatory or Operating Improvements. Both Parties recognize that in
order to meet future regulatory or operational requirements, capital
or maintenance improvements to the systems used to provide Services
hereunder may be necessary. Such improvements could require future
research and development costs and capital expenditures. In the event
that regulatory or operational requirements require capital or
maintenance improvements to the systems in order to provide Services
hereunder, then the Parties shall negotiate in good faith to develop
an agreement to allocate, if appropriate, such costs between the
Parties on a fair and equitable basis; provided, however, that the
Party receiving Services shall be entitled to elect not to receive
such Services in its sole discretion rather than to contribute to such
capital or maintenance improvements.
7.2 Discretionary Improvements. Both Parties further recognize that either
Party may desire similar improvements for other reasons such as its
anticipated needs. The other Party agrees to consider any such
proposal, but is under no legal or equitable obligation with respect
thereto.
8.0 REGULATION.
It is not the intent of the Parties to enter into an Agreement that will
subject a Providing Party to regulation under state or federal law as a
public utility (i.e., obligated by law to provide services or products to
any third party other than Receiving Party and its Affiliates). In the
event that either (i) there is any modification (or change in government
interpretation) of any applicable law or regulation, or (ii) any notice or
proceeding is sent or commenced by any government authority such that this
Agreement or any Exhibit to this Agreement subjects or is alleged by such
authority to subject Providing Party to public utility
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regulation, then XXXXXX XX and CHEVRON PRODUCTS shall restructure the
provision of Services under the applicable Exhibit, through negotiations
conducted in good faith, in a manner that will not subject Providing Party
to such regulation. Pending such restructuring, nothing in this Agreement
shall require Providing Party to become subject to such public utility
regulation, and Providing Party may suspend provision of the affected
Services if and to the extent necessary to not be subject to such
regulation. In the event that Providing Party is subjected to fines or
costs or otherwise incurs costs as a result of Providing Party's being
subject to such regulation, Providing Party shall promptly notify Receiving
Party thereof after Providing Party has received notice of any prospective
or actual fine and prior to paying any fine or cost and provide Receiving
Party an opportunity to verify the requirement for the applicable amount.
One-half of the amount of all such fines or costs incurred by Providing
Party shall be promptly reimbursed to Providing Party by Receiving Party.
9.0 CONFIDENTIALITY.
During the performance of this Agreement, each Party ("Recipient") may gain
access or possession of information belonging to the other Party ("Owner")
that is confidential (a "Disclosure"). Recipient shall use such information
only for the purpose disclosed and shall use its commercially reasonable
efforts to avoid other use or disclosure of such information unless
required by law or governmental agency (in which case Recipient shall
provide Owner with as much advance notice as possible of the legal or
governmental requirement for disclosure, and thereafter reasonably
cooperate with Owner's attempts to avoid or minimize the required
disclosure or to maintain the confidential nature of the information;
provided, however, that all costs associated with such efforts shall be
borne by Owner) or consented to by Owner, which consent shall not be
unreasonably withheld. Confidential information shall include business,
technical, personnel and other information designated as confidential, but
shall not include information that is or becomes publicly known without
fault of the Recipient, was known to Recipient and recorded in a writing
prior to Disclosure, was independently developed by the Recipient, or was
received by Recipient prior to its Disclosure. All confidential information
shall be returned to its Owner upon request.
10.0 TAXES.
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Any sales, use, transfer or similar taxes, now or hereafter imposed,
levied or assessed by any governmental authority directly upon the
provision of the Services shall, if collectible or payable by the
Providing Party, be paid by the Receiving Party on demand by the Providing
Party. If the Receiving Party claims exemption from any of the aforesaid
taxes, then it shall furnish the Providing Party with a properly completed
exemption certificate. On items which are to be resold, the Receiving
Party shall furnish the Providing Party with a properly executed resale
certificate. If the Receiving Party holds a Texas direct payment permit,
it shall issue to the Providing Party a properly completed direct payment
exemption certificate and thereafter hold harmless and indemnify the
Providing Party for any sales or use taxes assessed against the Providing
Party by any taxing authority in respect to any taxable sales, including
the amounts of any penalties, interest and reasonable attorneys' fees.
Notwithstanding the foregoing, this Section shall not apply to income,
franchise or similar taxes levied on or measured by a Party's net income.
11.0 FORCE MAJEURE.
11.1 Neither Party shall be in breach of its obligations hereunder
(except for the obligation to pay money due or alleged to be due
hereunder) to the extent that performance is prevented or delayed as
a result of any cause beyond its reasonable control, including,
without limitation: (i) labor disturbances, whether or not involving
the employees of the Party concerned or otherwise, and whether or
not the disturbance could be settled by acceding to the demands of a
labor group; (ii) compliance with a request or order of a person
acting or purporting to act on behalf of any government or
government department or agency (including but not limited to EPA or
OSHA); (iii) shortage in raw material, transportation, power, or
manufacturing capacity, or (iv) unscheduled downtime due to
unexpected events, such as equipment failure; provided, however,
that the suspension of performance shall be of no greater scope and
of no longer duration than is required, that the non-performing
Party shall give the other Party notice of the particulars of the
contingency as soon as possible, confirmed in writing within five
(5) business days of its occurrence, and that the non-performing
Party shall use commercially reasonable efforts to reduce the scope
and duration of the contingency or to mitigate its effects.
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11.2 Whenever performance is so affected by such a contingency,
performance shall be reduced in a manner which fairly apportions the
consequences of the contingency among all customers (including
affiliates). Providing Party shall not be required to make purchases
from third parties in order to comply with this Section, but may do
so in its sole discretion.
11.3 Performance will be excused as provided above even though the
occurrence of the contingency in question may have been foreseen or
foreseeable at the time of contracting or subsequently become
foreseeable, except to the extent that, having foreseen the
occurrence of the contingency, a Party fails to take action to avoid
or minimize the scope or effect of the event.
11.4 Performance suspended by the provisions of this Section need not be
made up later.
11.5 The provision of this Section shall apply to any casualty loss or
other accidental destruction to its facilities. Neither Party shall
be obligated to rebuild following casualty loss or other accidental
destruction to its facilities.
12.0 NOTICES.
Any notice required or permitted hereunder shall be deemed to be given if
delivered personally; five days after depositing the notice in certified
mail, postage prepaid; or telecopied with receipt acknowledged and with a
confirming copy sent by a nationally recognized overnight commercial
courier to the following addresses:
The address for CHEVRON PRODUCTS shall be:
12523 American Petroleum Road
X.X. Xxx 000
Xxxxxx Xxxx, XX 00000
(000) 000-0000 (facsimile number)
Attn: Terminal Manager
The address for XXXXXX XX shall be:
[XXXXXX XX]
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----------------------------------------------------
----------------------------------------------------
---------------------------------- (facsimile number)
Attn: ---------------------------------------------
Either Party may change its notice address by notifying the other in writing of
such change, which shall be effective fifteen (15) days after the giving of such
notice.
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13.0 CONFLICT OF INTEREST.
Neither Party shall give any director, employee or representative of the
other Party any commission, fee, rebate, gift or entertainment of
significant cost or value in connection with this Agreement, or enter into
any other business arrangement with any director, employee or
representative of the other, without prior written notification to the
other Party. Any representative(s) authorized by either Party may cause an
audit of any and all records of the other Party as necessary and proper to
verify that there has been compliance with this Section.
14.0 RIGHT TO AUDIT.
Each Receiving Party may from time to time, but not more often than
annually, make an audit of all records of the other and its subcontractors
and vendors, to the extent the Providing Party has such right and can
assign or transfer it, in connection with all costs upon which prices
under this Agreement are based. Such audit may also cover the Party's
procedures and controls with respect to such costs. Upon completion of
this audit, any compensation due hereunder as shown by the audit shall be
paid, except that the Providing Party may contest the audit findings by
providing written notice to the Receiving Party. In such case, the dispute
shall be resolved in accordance with Section 16.0 of this Agreement. Any
amount by which the total payment exceeds the amount due as shown by the
audit shall be returned. Any amount not audited within two years from the
date payment was made shall be deemed correct and accepted and shall not
be subject to further audit or refund obligations.
15.0 ASSIGNMENT.
Neither Party shall voluntarily assign its rights nor delegate its duties
under this Agreement, nor any part of such rights or duties, whether
directly or indirectly, without the prior written consent of the other
Party except as follows:
(a) either Party shall have the right to assign its rights under this
Agreement to an Affiliate without the consent of the other Party.
(b) CHEVRON PRODUCTS' rights and obligations under this Agreement shall
automatically and without further act be assigned to and assumed by
any subsequent purchaser of the Terminal without the consent of
XXXXXX XX.
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(c) XXXXXX LP's rights and obligations under this Agreement shall
automatically and without further act be assigned to and assumed by
any subsequent purchaser of Warrengas without the consent of CHEVRON
PRODUCTS.
An assignment of rights and delegation of obligations hereunder shall
become effective upon delivery to the other Party of a properly executed
assignment and assumption agreement evidencing the assignment and
delegation.
16.0 DISPUTES.
In the event a dispute arises with respect to this Agreement, the parties
shall endeavor in good faith to resolve the dispute. Such endeavors shall
include referral of the dispute to the Authorized Representatives and, if
not resolved there, to an appropriate vice president of each Party. In
addition, each Party agrees to consider the use of mediation, arbitration
and other alternative dispute resolution methods. Any dispute or claim
arising out of or relating to this Agreement (including without limitation
claims for breach or violation of this Agreement) which has not otherwise
been resolved shall be referred to and finally resolved by binding
arbitration in Houston, Texas. The arbitration shall be conducted in
accordance with the Commercial Arbitration Rules of the American
Arbitration Association and by a single arbitrator. No arbitration award
shall provide for the award of punitive damages. Any arbitration award
shall be subject to the limitations of liability set forth in this
Agreement. Judgment on any arbitration award may be entered in any court
of appropriate jurisdiction.
17.0 INTEGRATION, AMENDMENTS AND WAIVER.
This Agreement integrates the entire understanding between the parties
with respect to the subject matter covered. It supersedes all prior and
contemporaneous understandings, drafts, discussions or statements, whether
oral or in writing, expressed or implied, dealing with the same subject
matter. It may not be amended or modified in any manner including, without
limitation, a course of performance or course of dealing between the
Parties, except by a written agreement signed by both Parties which
expressly amends this Agreement. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar) nor shall such waiver constitute
a continuing waiver unless expressly provided.
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18.0 INDEPENDENT RELATIONSHIP.
Nothing contained in this Agreement shall be construed to create an
association, trust, partnership or joint venture or impose a trust or
partnership duty, obligation or liability on or with regard to either
Party.
19.0 GOVERNING LAW.
Any questions concerning the interpretation and enforcement of this
Agreement shall be governed by the laws of the State of Texas, without
regard for provisions concerning choice of law.
20.0 UNENFORCEABILITY.
If any section or provision of this Agreement or any exhibit shall be
determined to be invalid by applicable law, then for such period of time
that same is invalid, it shall be deemed to be deleted from this Agreement
and rewritten as a valid and enforceable provision that comes as close as
possible to the meaning of the invalid or unenforceable provision. The
remaining portions of this Agreement shall remain in full force and
effect.
21.0 THIRD-PARTY BENEFICIARIES.
There are no intended third party beneficiaries to the Agreement and
nothing in this Agreement shall entitle any person other than CHEVRON
PRODUCTS or XXXXXX XX and their respective successors and assigns
permitted hereby to any claim, cause of action, remedy or right of any
kind.
XXXXXX XX CHEVRON PRODUCTS COMPANY, A DIVISION
OF CHEVRON U.S.A. INC.
By: ----------------------------- By: --------------------------------
Title: -------------------------- Title: -----------------------------
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EXHIBIT 1
EMERGENCY RESPONSE SERVICES
1.0 DEFINITIONS.
1.1 "Emergency Response Equipment" shall mean the Fire Water System,
qualified emergency response personnel, encapsulated suits, hazardous
release equipment, oil spill containment booms and deployment equipment,
extinguishers, hose carts, SCBA equipment, and other equipment necessary or
desirable to respond to emergencies occurring at the Terminal.
1.2 "Fire Water" shall mean the raw water that has been pumped by
equipment maintained and operated by XXXXXX XX from the Houston Ship
Channel into the Fire Water System to a nominal pressure of 150 psig.
1.3 "Fire Water System" means an underground piping and distribution
system, hydrants, fire monitors, tank deluge system, water cannons, the
supervisory and control systems, the six Fire Water pumps, and related
equipment for the purpose of delivering Fire Water throughout the Terminal.
1.4 "Hydrocarbon Leak Detection System" means a system maintained by
XXXXXX XX to detect the release of hydrocarbon in the CHEVRON PRODUCTS tank
field, including the central operations computer and applicable software.
1.5 "Joint Emergency Response Plan" shall mean the plan prepared by
CHEVRON PRODUCTS and XXXXXX XX and approved by the United States Coast
Guard and the Texas General Land Office, for the purpose of defining and
describing incident response operations associated with spills of CHEVRON
PRODUCTS product which could enter the water at Warrengas or the Terminal.
2.0 SCOPE OF SERVICES. XXXXXX XX shall:
(a) provide all Services reasonably necessary to respond to emergencies at
the Terminal as required under the Joint Emergency Response Plan;
17
(b) maintain and operate the Emergency Response Equipment in accordance
with the warranty set forth in the body of this Agreement;
(c) supply CHEVRON PRODUCTS with Fire Water through the Fire Water System
for fire control and other purposes;
(d) maintain those portions of the Fire Water System not on the Terminal
Property and conduct weekly performance tests of the entire Fire Water
System;
(e) inspect, maintain, test, repair and continuously monitor the
Hydrocarbon Leak Detection System;
(f) maintain all Emergency Response Equipment in accordance with the
manufacturer's service schedule and repair it in accordance with
recommended practices; and
(g) maintain membership in CCA and CIMA organizations to secure and provide
assistance during emergency response incidents involving the Terminal.
3.0 Emergency Response Organization.
XXXXXX XX shall provide, or cause to be provided, an organization of
qualified emergency response personnel. CHEVRON PRODUCTS shall have
representatives on the response organization. The response organization
shall:
(a) provide or cause to be provided all Services reasonably necessary to
respond to emergencies at the Terminal as required under the Joint
Emergency Response Plan;
(b) respond to alarms and other emergency calls in accordance with the
procedures set forth in the Joint Emergency Response Plan;
(c) respond to medical emergencies, hazardous releases and rescue
situations as detailed in the Joint Emergency Response Plan;
(d) conduct regularly scheduled emergency drills; and
(e) maintain membership in the CCA and CIMA organizations and regularly
participate in incident preparation drills/planning exercises.
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CHEVRON PRODUCTS shall participate in all emergency response drills related
to the Terminal. CHEVRON PRODUCTS' participation in any other emergency
response drill or organization shall be voluntary. Emergency response
personnel shall be allowed entry into both facilities.
4.0 FEES.
CHEVRON PRODUCTS shall pay XXXXXX XX the total sum of $17,700 a year for
the provision of Emergency Response Services, subject to Sections 7.1 and
7.2 of this Agreement relating to improvement. $2,700.00 of this amount
represents CHEVRON PRODUCTS' portion of membership dues in CCA and CIMA.
CHEVRON PRODUCTS will continue to bear twenty percent of the cost of
membership in such organizations. Therefore, this portion of the fee shall
increase in conjunction with the increase of membership dues in such
organizations rather than in accordance with the procedures contained in
Section 2.1 of this Agreement. In the event XXXXXX XX responds to an
actual emergency for CHEVRON PRODUCTS, all direct costs incurred by XXXXXX
XX for equipment, supplies, and contract labor related to such response
shall be paid by CHEVRON PRODUCTS. Any direct costs incurred by XXXXXX XX
to repair the Hydrocarbon Leak Detection System on the Terminal property
shall be borne by CHEVRON PRODUCTS.
5.0 ADDITIONAL TERMS AND CONDITIONS.
Each Party (the "Releasing Party") hereby releases the other Party from any
liability whatsoever, arising in connection with the other Party's
performance of emergency response services hereunder in response to alarms
and other emergency calls to premises or facilities operating primarily for
the benefit of the Releasing Party; provided, however, such release shall
not apply to the willful misconduct of the other Party.
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EXHIBIT 2
DOCK SERVICES
1.0 SCOPE OF SERVICES.
XXXXXX XX shall operate, maintain and provide qualified personnel for the
dock facilities at Galena Park and coordinate the scheduling at docks 2 and
3 for all CHEVRON PRODUCTS' offloading requirements, including but not
limited to performing the following:
(a) The dock facilities shall remain open for the offloading of barges at
all times at CHEVRON PRODUCTS' request, upon CHEVRON PRODUCTS' adherence to
the Scheduling Procedure contained in Section 2.0 of this Exhibit.
(b) XXXXXX XX shall maintain a spill prevention control and containment
plan and shall coordinate with CHEVRON PRODUCTS with respect to the
implementation of the Joint Emergency Response Plan.
(c) XXXXXX XX shall coordinate vessel activities of docks 2 and 3 to
include coordinating the arrival of barges, arranging berthing, receiving
barges for discharge, connecting unloading systems, furnishing qualified
dock personnel, participating in pre-transfer conferences, monitoring dock
facilities during discharge, and releasing barges.
(d) CHEVRON PRODUCTS shall be responsible for hiring independent
inspectors. XXXXXX XX shall notify Chevron and Chevron's inspectors of
barge arrival.
(e) XXXXXX XX shall maintain the #2 and #3 dock facilities in a condition
suitable to meet CHEVRON PRODUCTS' shipping requirements for the
performance of this Agreement.
(f) XXXXXX XX shall maintain two CHEVRON PRODUCTS-owned active product
transfer pipelines connecting docks two and three to the Terminal for Avgas
and Motor fuels, and associated valving. XXXXXX XX shall obtain written
approval from CHEVRON PRODUCTS prior to performing repairs to such
pipelines for which CHEVRON PRODUCTS will be billed. XXXXXX XX shall notify
CHEVRON PRODUCTS before testing or performing maintenance on such
pipelines. XXXXXX XX shall perform annual USCG hydrotesting and VOC
20
monitoring. XXXXXX XX shall maintain applicable documentation and provide
copies to CHEVRON PRODUCTS upon request.
XXXXXX XX shall have no obligation to provide CHEVRON PRODUCTS with barges
under this Agreement. All CHEVRON PRODUCTS barges offloaded at the docks
shall be in compliance with all applicable rules and regulations.
2.0 SCHEDULING PROCEDURE.
CHEVRON PRODUCTS' Logistics and Trading Group ("L and T Group") will
provide notice to the Logistics Specialist at Warrengas as far in advance
as possible, but not less than 48 hours, of a forty-eight (48) hour window
for the arrival of each CHEVRON PRODUCTS barge at the XXXXXX XX docks (the
"Preliminary Arrival Window"). No longer than four hours after receipt of
CHEVRON PRODUCTS' Preliminary Arrival Window nomination, XXXXXX XX shall
advise CHEVRON PRODUCTS of the availability of dock space in the
Preliminary Arrival Window requested by CHEVRON PRODUCTS. If dock space is
unavailable in the Preliminary Arrival Window, XXXXXX XX shall notify
CHEVRON PRODUCTS of the first available arrival time. However, it is the
intent of the Parties that all possible actions should be taken to minimize
CHEVRON PRODUCTS demurrage assuming CHEVRON PRODUCTS has provided XXXXXX XX
with the requisite forty-eight (48) hour advance notice. CHEVRON PRODUCTS
shall continue to update XXXXXX XX regarding the progress of the CHEVRON
PRODUCTS vessel and any information indicating that the vessel will arrive
outside of the Preliminary Arrival Window as soon as CHEVRON PRODUCTS
obtains such information. Within twenty-four hours prior to the beginning
of the Preliminary Arrival Window, CHEVRON PRODUCTS' L and T Group shall
coordinate with XXXXXX XX to establish a Final Arrival Time.
3.0 DEMURRAGE. Each Party shall coordinate with the other Party to minimize
demurrage to the extent possible. XXXXXX XX will make all reasonable
efforts to accommodate arriving Chevron vessels within the Preliminary
Arrival Window requested by Chevron. Once a Final Arrival Time has been
mutually established, demurrage to Chevron resulting from unavailability of
dock space at the Final Arrival Time or within four hours thereafter shall
be for XXXXXX LP's account. Demurrage charges on the CHEVRON PRODUCTS
vessel resulting from the delayed arrival of a CHEVRON PRODUCTS vessel by
more than four hours shall be for CHEVRON PRODUCTS' account. XXXXXX XX
shall make reasonable efforts to minimize demurrage charges for CHEVRON
PRODUCTS barges arriving outside of the Final Arrival Time window, but
shall not have any demurrage exposure to
21
CHEVRON PRODUCTS in such instances. XXXXXX XX shall not be responsible to
CHEVRON PRODUCTS for demurrage due to delays related to operations problems
with respect to product pumping or shore tankage and receipt of product.
4.0 FEES. CHEVRON PRODUCTS shall compensate XXXXXX XX One-half cent per gallon
of product unloaded for performing the Dock Services based on the shore
tank receiving gauge. CHEVRON PRODUCTS shall reimburse XXXXXX XX for direct
costs incurred by XXXXXX XX for the repair and maintenance of CHEVRON
PRODUCTS' dock product transfer pipelines.
22
EXHIBIT 3
SECURITY SERVICES
1.0 SCOPE OF SERVICES. XXXXXX XX shall provide security services to protect
Terminal personnel and property. This shall include after-hours monitoring
of the facility by XXXXXX XX personnel, access screening per CHEVRON
PRODUCTS instruction, monitoring and controlling the traffic flow into and
out of the Terminal, notifying CHEVRON PRODUCTS of any emergencies and
providing support in such situations, serving as a staging area for
emergency response equipment, and closely controlling access to the
Terminal.
2.0 FEES.
CHEVRON PRODUCTS shall compensate XXXXXX XX a total of $20,000 a year for
the provision of Security Services.
23
EXHIBIT 4
COMMUNICATIONS SERVICES
1.0 DEFINITION.
"Radio System" shall mean the radio antenna, computers, repeater stations,
mobile units, and base stations (but not including handsets) used by XXXXXX
XX and CHEVRON PRODUCTS for communication within and between the Terminal
and Warrengas and used in connection with the XXXXXX XX 800 Mhz FCC
license.
2.0 SCOPE OF SERVICES.
XXXXXX XX shall maintain and operate the Radio System and the applicable
FCC license, and shall provide service to CHEVRON PRODUCTS. CHEVRON
PRODUCTS shall procure the radios. CHEVRON PRODUCTS currently uses 9
radios. XXXXXX XX shall allow CHEVRON PRODUCTS to increase its number of
radios if the Radio System can accommodate the increase. CHEVRON PRODUCTS'
use of XXXXXX LP's Radio System shall be limited to the business purposes
of CHEVRON PRODUCTS and its Affiliates.
24
EXHIBIT 5
FLARE SYSTEM SERVICES
1.0 DEFINITIONS.
1.1 "High Pressure Flare System" shall mean the Warrengas flare (North)
and associated system including the knockout tank.
1.2 "Low Pressure Flare System" shall mean the Terminal flare (South) and
associated system including the knockout tank and the flare manifold for
tanks W-17 through W-21.
2.0 SCOPE OF SERVICES. CHEVRON PRODUCTS shall operate and maintain for the
benefit of both parties the Low Pressure Flare System.
XXXXXX XX shall operate and maintain for the benefit of both parties the
High Pressure Flare System.
XXXXXX XX shall provide electricity and natural gas to both the High
Pressure Flare System and the Low Pressure Flare System free of charge.
3.0 OPERATING RULES. The parties shall adhere to the Operating Procedure
entitled "Switching to Chevron Flare System." Neither Party shall perform
work on either system without the approval of the other Party. The Party
operating each respective system shall obtain and maintain any and all
permits required by any governmental authority relating to such system.
Liability for repair and replacement of the Flare Systems shall be governed
by Sections 3.0 and 6.0 of this Agreement.
25
EXHIBIT 6
POTABLE WATER SERVICES
1.0 DEFINITIONS. The terms used in this exhibit shall have the following
meanings:
1.1 "Potable Water" shall mean drinking water purchased from the City of
Houston and supplied to CHEVRON PRODUCTS at a minimum of 40 PSIG.
1.2 "PSIG" shall mean pounds per square inch gauge.
1.3 "Potable Water Facility" shall mean facilities used to deliver Potable
Water to CHEVRON PRODUCTS from the City of Houston water main.
2.0 SCOPE OF SERVICES.
2.1 XXXXXX XX agrees to supply the Terminal's requirements of Potable Water
for the term of this agreement.
2.2 XXXXXX XX shall be responsible for the operation and maintenance of the
entire Potable Water Facility.
3.0 METERING.
CHEVRON PRODUCTS' Potable Water usage shall be measured by a meter located
on the 3 inch water line by which Potable Water is provided to CHEVRON
PRODUCTS.
XXXXXX XX shall inspect, test, and calibrate such meter at least once per
year, as agreed by the parties, and any inaccuracy disclosed by such test
shall be promptly corrected. Either Party shall have the right to have the
meter tested at any time at its expense. The Authorized Representative of
each Party shall be afforded a reasonable opportunity to be present at all
meter inspections and tests. If at any time a meter device is found
inaccurate by more than 1%, an adjustment shall be made to compensate for
the effect of such inaccuracy on any unpaid invoice.
If at any time the meter should fail to register or its registration should
be so erratic as to be meaningless, the quantities such meter was intended
to record shall be determined
26
based on the previous representative monthly average usage per day.
4.0 RATES.
XXXXXX XX shall read the CHEVRON PRODUCTS meter on a monthly basis and
shall xxxx CHEVRON PRODUCTS for the amount of water used by CHEVRON
PRODUCTS at the same rate that XXXXXX XX is billed by the City of Houston.
27
EXHIBIT 7
NATURAL GAS SERVICES
1.0 DEFINITIONS. The terms used in this exhibit shall have the following
meanings:
1.1 "Natural Gas" shall mean natural gas supplied by XXXXXX XX to CHEVRON
PRODUCTS to heat the shop and office facilities at the Terminal.
1.2 "Natural Gas Facility" shall mean facilities used to distribute Natural
Gas to the Terminal.
2.0 SCOPE OF SERVICES.
2.1 XXXXXX XX agrees to supply the Terminal's requirements of Natural Gas
for the term of this agreement.
2.2 XXXXXX XX shall be responsible for the operation and maintenance of the
entire Natural Gas Facility.
3.0 METERING.
CHEVRON PRODUCTS' Natural Gas usage shall be measured by a meter located on
the one-inch supply line by which XXXXXX XX supplies gas to CHEVRON
PRODUCTS. XXXXXX XX shall inspect, test, and calibrate such meter at least
once per year, as agreed by the parties, and any inaccuracy disclosed by
such test shall be promptly corrected. Either Party shall have the right to
have the meter tested at any time at its expense. The Authorized
Representative of each Party shall be afforded a reasonable opportunity to
be present at all meter inspections and tests. If at any time a meter
device is found inaccurate by more than 1%, an adjustment shall be made to
compensate for the effect of such inaccuracy on any unpaid invoice.
If at any time the meter should fail to register or its registration should
be so erratic as to be meaningless, the quantities such meter was intended
to record shall be determined based on the previous representative monthly
average usage per day.
4.0 RATES.
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XXXXXX XX shall read the CHEVRON PRODUCTS meter on a monthly basis and
shall xxxx CHEVRON PRODUCTS for the amount of Natural Gas used by CHEVRON
PRODUCTS at XXXXXX LP's cost .
29
EXHIBIT 8
ELECTRIC SERVICES
1.0 DEFINITIONS. The terms used in this exhibit shall have the following
meanings:
1.1 "Electric Facility" shall mean facilities used to transmit or
distribute electricity to the Terminal.
1.2 "Electric Service" shall mean the supply of Energy by XXXXXX XX to
CHEVRON PRODUCTS at the Terminal under this Agreement.
1.3 "Energy" shall mean electric energy expressed in kilowatt-hours
delivered by XXXXXX XX to CHEVRON PRODUCTS.
1.4 "Forced Outage" shall mean any outage that fully or partially curtails
the electric output of the Electric Facility, other than an outage caused
by a Force Majeure event or scheduled maintenance.
1.5 "HLP" shall mean Houston Lighting and Power.
1.6 "KW" shall mean one kilowatt (1000 xxxxx) of electricity.
1.7 "KWH" shall mean one kilowatt-hour of electricity.
1.8 "Metering Facility" shall mean that meter located at the power
distribution building, and associated equipment necessary for measuring
Energy deliveries by XXXXXX XX to CHEVRON PRODUCTS at the Terminal and for
determining CHEVRON PRODUCTS' payments to XXXXXX XX.
2.0 SCOPE OF SERVICES.
2.1 XXXXXX XX shall supply to CHEVRON PRODUCTS and CHEVRON PRODUCTS shall
take and pay for the full electrical requirements of the Terminal for the
term of this Agreement.
2.2 XXXXXX XX shall be responsible for the operation and maintenance of the
Electric Facility outside of the Terminal Property.
30
2.3 XXXXXX XX shall provide Energy free of charge to CHEVRON PRODUCTS for
CHEVRON PRODUCTS' operation of its tank farm lighting, security lighting,
cathodic protection, sewage plant, flare, and lift pump station.
3.0 METERING. XXXXXX XX shall inspect, test, and calibrate the Metering
Facilities at least once per year, as agreed by the parties, and any
inaccuracy disclosed by such test shall be promptly corrected. Either Party
shall have the right to have the meter tested at any time at its expense.
The Authorized Representative of each Party shall be afforded a reasonable
opportunity to be present at all meter inspections and tests. If at any
time a meter device is found inaccurate by more than 1%, an adjustment
shall be made to compensate for the effect of such inaccuracy on any unpaid
invoice.
If at any time the meter should fail to register or its registration should
be so erratic as to be meaningless, the quantities such meter was intended
to record shall be determined based on the previous representative monthly
average usage per day.
4.0 FORCED OUTAGES. In the event of a Forced Outage, XXXXXX XX shall make all
reasonable efforts to restore the full Electric Service to any affected
area as soon as reasonably possible.
5.0 Rates. CHEVRON PRODUCTS shall reimburse XXXXXX XX for the total KWH of
Energy measured to CHEVRON PRODUCTS through the CHEVRON PRODUCTS meter at
the rate charged to XXXXXX XX by HLP for such Energy. CHEVRON PRODUCTS
shall also reimburse XXXXXX XX for a percentage of the allocable facility
or base charges based on actual consumption.
31
EXHIBIT 9
MOWING AND WEED CONTROL SERVICES
1.0 Scope of Services. XXXXXX XX shall provide all services necessary to
maintain the grounds of the Terminal including, without limitation, mowing
the grass on a weekly basis or as seasonably required and performing weed
control as seasonably required. CHEVRON PRODUCTS shall be responsible for
landscaping in the vicinity of the CHEVRON PRODUCTS office.
2.0 Fees. CHEVRON PRODUCTS shall compensate XXXXXX XX $13,000 per year.
32
EXHIBIT 10
ROAD REPAIR SERVICES
1.0 Scope of Services. XXXXXX XX shall maintain and repair that portion of
American Petroleum Road between Federal Road and the entrance to the
Terminal.
2.0 Fees. CHEVRON PRODUCTS shall reimburse XXXXXX XX for twenty percent of
the direct repair and maintenance costs incurred by XXXXXX XX.
33
EXHIBIT 11
FENCING AND SECURITY LIGHTS SERVICES
1.0 Scope of Services. XXXXXX XX shall maintain and promptly repair all
fencing throughout and surrounding Warrengas and the Terminal. XXXXXX XX
shall maintain and repair all security lighting throughout the property
other than that located at the Terminal.
2.0 Fees. CHEVRON PRODUCTS shall compensate XXXXXX XX $3,000 per year.
34
EXHIBIT 12
DESCRIPTION OF WARRENGAS
35
EXHIBIT 13
DESCRIPTION OF THE TERMINAL
36
