EX-10 2 f8kexh1001.htm Terminal Services Agreement No. 06-03-1098
Exhibit 10.01
No. 06-03-1098
This Terminal Services Agreement (“Agreement”) is executed September 20, 2006 between Valero Logistics Operations, L.P., a Delaware limited partnership with offices at Xxx Xxxxxx Xxx, Xxx Xxxxxxx, Xxxxx 00000-0000 (“Terminal Company”), and Valero Marketing and Supply Company, a Delaware corporation with offices at Xxx Xxxxxx Xxx, Xxx Xxxxxxx, Xxxxx 00000-0000 (“Customer”). Capitalized terms that are used, but not defined herein, will have the meaning assigned to them in Schedule A attached hereto.
Introduction
Xxxx Supply & Trading, L.P. (“Xxxx”) currently owns and operates a storage, blending, and terminaling facility that is located at or near St. Xxxxx, St. Xxxxx Xxxxxx, Louisiana (the “Terminal”). The Terminal presently includes several above-ground storage tanks, blending equipment for crude oil and other refinery feedstock (collectively, the “Products”), meters and other measurement equipment, a pipeline distribution network, including, without limitation, numerous pipeline connections to the various Third-Party Pipelines, and a marine dock that is capable of loading and unloading Products to and from various Vessels.
Terminal Company has entered into a Purchase and Sale Agreement (“PSA”) with Xxxx in order to acquire the Terminal.
Customer desires to contract with Terminal Company for, and the Terminal Company is willing to perform or provide, each of the Services in accordance with the terms of this Agreement.
Now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Terminal Company and Customer agree as follows:
A. Minimum Specifications. Customer will ensure that any and all of Customer’s Product delivered to the Terminal under the terms of this Agreement meets the following specifications:
Sulfur (percent by weight): |
maximum four percent (4.0%) |
API Gravity: |
minimum 20° and maximum 70° |
True Vapor Pressure: |
maximum 10.5 at liquid storage temperature while in storage at the Terminal |
Viscosity: |
maximum 420 SUS at 100° F and 1500 SUS at 60° F |
Pour Point: |
maximum 50° F (without pour depressant) |
Hydrogen Sulfide (in liquid phase): |
maximum 100 ppm (without HS scavenger) |
BS&W |
maximum of two percent (2.0%) |
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Terminal Company may refuse to accept any of Customer’s Product at the Terminal which does not meet the minimum product specifications set forth in Paragraph A of Section II, above. Under such circumstances, Terminal Company shall promptly notify Customer that the Terminal is unable to accept such Product; provided, however, Terminal Company will not unreasonably refuse to accept such Product. Upon request, Customer shall also promptly provide (or arrange to provide) Terminal Company with an appropriate material safety data sheet for each Product which is delivered to the Terminal by or at the request of Customer.
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Delivery Pipeline within sixty (60) days of the date it receives the Bar Notice, Customer’s option to terminate this Agreement based on the terms and conditions set forth in such Bar Notice with respect to such Delivery Pipeline will be waived.
4. Discharge Rate. Upon the request of Customer, Terminal Company will provide Customer with the necessary tanks, pumps, meters, equipment, facilities, and personnel within the Terminal in order to receive Customer’s Product from ships at the rate of 30,000 Barrels per hour.
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Dedicated Storage Space | |
Tank |
Shell Capacity |
1 |
321,000 Barrels |
2 |
321,000 Barrels |
3 |
120,000 Barrels |
4 |
109,000 Barrels |
5 |
499,000 Barrels |
6 |
499,000 Barrels |
13 |
321,000 Barrels |
25 |
216,000 Barrels |
27 |
103,000 Barrels |
If Terminal Company grants Customer’s request as provided for above, then, under such circumstances, Customer shall have the exclusive right to use the dedicated tankage specified above.
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During the Term, Terminal Company guarantees that it will maintain and blend crude oil at the Terminal in accordance with the same Blending Models. Upon Customer’s request, Terminal Company shall continuously operate the mixers 24 hours per day, 365 days per year, if reasonably necessary.
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necessary, to throughput 4,000,000 Barrels per month of neat Saharan crude oil with an average RVP of 9.6, at the Terminal.
(1) Terminal Company will continuously operate and maintain the Terminal including, without limitation, all of its pipelines, pipeline connections, meters, pumps, blending equipment, tanks, and the dock, in good working order and repair.
(2) Terminal Company will ensure that the Terminal will be able to receive and deliver Customer’s Products to and from the Third-Party Pipelines (subject to any conditions or restrictions imposed by the operator of any such system) at the following minimum rates:
Third-Party Pipeline |
Rate |
Capline Pipeline (delivery) |
35,000 Barrels per hour |
Ship Shoal Pipeline (receipt) |
3,000 Barrels per hour |
ExxonMobil Pipeline-Empire (receipt) |
7,000 Barrels per hour |
LOCAP Pipeline (receipt) |
36,000 Barrels per hour |
LOCAP Pipeline (delivery) |
36,000 Barrels per hour |
ExxonMobil Pipeline-SOLA 24” (delivery) |
14,000 Barrels per hour |
ExxonMobil Pipeline-North Line (delivery) |
8,000 Barrels per hour |
IV. |
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Company, its Affiliates, or any of their Representatives, then the Minimum Throughput Charge will be abated (on a daily, pro rata basis) until such terminal operating capacity is regained.
C. Blending. Customer will pay Terminal Company three cents ($0.03) per Barrel for each Barrel of Customer’s Product which is blended at the Terminal at Customer’s request (“Blending Fee”). The Blending Fee will include the transfer of Customer’s Product between tanks anywhere within the Terminal for the purpose of blending. “Blending” means the intentional commingling of two or more different grades of Customer’s Product at Customer’s request, but “blending” excludes crude oil naturally interfacing with crude oil within tank bottoms, where such commingling is not reasonably commercially avoidable and its purpose is not to increase the value of either the tank bottoms or the crude oil. Tank bottoms will be excluded from the quantity of Customer’s Product blended for the calculation of the Blending Fee.
(A) Terminal Company will promptly provide notice to Customer whenever Terminal Company becomes aware of any violation of the Non-Compete; and
(B) Upon Customer’s written request, Terminal Company will promptly and diligently take any and all appropriate action to enforce the Non-Compete, subject to the following:
(1) Terminal Company will engage outside legal counsel that is acceptable to Customer for the enforcement of the Non-Compete, but Terminal Company would otherwise control the enforcement of the Non-Compete;
(2) Customer would be responsible for reimbursement of all reasonable and necessary costs, fees, and expenses incurred by Terminal Company in enforcing the Non-Compete (collectively, “Expenses”),
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including, without limitation, attorney’s fees, court costs, costs of investigation, and travel costs, but Customer would not be obligated to reimburse Terminal Company for the salaries, wages, and benefits of Terminal Company’s own employees; and
(3) If Terminal Company has a monetary recovery against Xxxx or any of Xxxx’x Affiliates from enforcing the Non-Compete (whether based on a settlement or a judgment), any proceeds would first be applied to the payment of the Expenses, with the balance divided equally between Terminal Company and Customer.
To Terminal Company: |
To Customer: |
Valero Logistics Operations, X.X. |
Xxxxxx Marketing and Supply Company |
Attn: Vice President, Marketing & Business Development |
Attn: Vice President, Supply Domestic Desk |
One Valero Way |
Xxx Xxxxxx Xxx |
Xxx Xxxxxxx, XX 00000-0000 |
Xxx Xxxxxxx, XX 00000-0000 |
Fax: (000) 000-0000 |
Fax: (000) 000-0000 |
VII. Schedules and Exhibits. The following schedules and exhibits are attached to and incorporated into this Agreement, as such may be amended from time to time with the mutual consent of the Parties: Schedule A—General Terms and Conditions; Schedule B—Marine Terms and Conditions; Exhibit 1—Vetting Procedure; and Exhibit 2—Dock Specifications.
Valero Logistics Operations, L.P. By Xxxxxx XX, Inc., Its General Partner | |
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By: |
/s/ Xxxxxx X. Xxxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxxx |
Title: |
CEO & President |
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Valero Marketing and Supply Company | |
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By: |
/s/ Xxxxxx X. Xxxxxx |
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Name: |
Xxxxxx X. Xxxxxx |
Title: |
Executive Vice President |
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Schedule A
General Terms and Conditions
1. |
Definitions. The following definitions will apply to the Agreement: |
“AAA” is defined in Section 12.5 of this Schedule A.
“Additive Equipment” is defined in Paragraph B of Section II of the Agreement.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the referenced entity, including, without limitation, the referenced entity’s parents and their general partners. In the definition, “control” means the power to direct the management and policies of an entity, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise.
“Agreement” is defined in the preamble of the Terminal Services Agreement to which this Schedule A is attached, as such agreement may be modified from time to time by the Parties.
“API” means American Petroleum Institute, including its successor, if any.
“ASTM” means ASTM International, formerly known as the American Society for Testing and Materials.
“Bar Notice” is defined in Paragraph A of Section III of the Agreement.
“Barrel” and “BBL” means 42 Gallons when measured at 60° F.
“Blending Fee” is defined in Paragraph C of Section IV of the Agreement.
“Blending Models” is defined in sub-paragraph D.(2) of Section III of the Agreement.
“BS&W” means bottom sediment, water, and other residual matter generated from the storage of Product.
“Business Hours” means 8:00 AM to 4:00 PM local time at the Terminal, Monday through Friday, excluding holidays observed by Terminal Company
“Contractor” means any contractor or subcontractor accessing the Terminal on behalf of, at the request of, or for the benefit of Customer.
“Contract Year” means each consecutive 12-month period during the Term. The first Contract Year of the Agreement begins on the Effective Date.
“CPI-U” is defined in Paragraph F of Section IV of the Agreement.
“Customer” is defined in the preamble of the Agreement, and includes its successors and permitted assigns.
“Delivery Pipeline” and “Delivery Pipelines” are both defined in sub-paragraph A.(3) of Section III of the Agreement.
“Effective Date” is defined in Section I of the Agreement.
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“Emergency” means an explosion, fire, flood, release, spill, discharge, or the occurrence, condition, or reasonable anticipation of an occurrence or condition, which might (a) threaten life, property, or the environment, or (b) adversely and materially impact the normal operation of any portion of the Terminal.
“ETA” means estimated time of arrival at South West Pass.
“Excess Throughput Charge” is defined in Paragraph B of Section IV of the Agreement.
“Expenses” is defined in sub-paragraph 2 of Paragraph B that is contained in Section V of the Agreement.
“Force Majeure” means any cause beyond the reasonable control of the Party to which it applies, including, without limitation, including acts of God, acts of government, acts of public enemies, acts of terrorists, accidents, explosions, fire, flood, strikes, labor disputes, civil unrest, war, breakdowns of machinery, or shortages of power.
“Gallon” and “GAL” means 231 cubic inches.
“Hazardous Material” means any substance, material or waste, that is regulated by Law as hazardous or toxic, as a pollutant or as a contaminate, or with words of a similar meaning including, without limitation, petroleum, petroleum products, ethanol, bio-diesel, gasoline additives, distillate additives, and methyl tertiary butyl ether.
“Initial Term” is defined in Section I of the Agreement.
“Law” means any and all applicable federal, state, and local codes, constitutions, decrees, directives, laws, licenses, ordinances, injunctions, orders, permits, regulations, requirements, rules, and statutes which have been implemented, and are enforced, by any judicial, regulatory, administrative, or governmental agency, authority, body, commission, or department that has proper jurisdiction over the subject matter in question.
“Liabilities” means actions, claims, causes of action, costs, demands, damages, expenses, fines, lawsuits, liabilities, losses, obligations, and penalties including, without limitation, court costs, defense costs, and reasonable attorneys’ fees.
“Loss Allowance” is defined in Section 12.1 of this Schedule A.
“Minimum Monthly Throughput Volume” means Four Million (4,000,000) Barrels of Product per month.
“Minimum Throughput Charge” is defined in Paragraph A of Section IV of the Agreement.
“Non-Compete” is defined in Section V of the Agreement.
“Party” means Terminal Company or Customer and “Parties” means Terminal Company and Customer.
“Platts” is defined in Section 12.2 of this Schedule A.
“Product” is defined in the Introduction of the Agreement.
“Product Loss” is defined in Section 12.1 of this Schedule A.
“Renewal Term” is defined in Section I of the Agreement.
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“Representatives” means officers, directors, employees, agents, and other representatives of the referenced entity and its Affiliates.
“Rules” is defined in Section 12.5 of this Schedule A.
“Services” means, collectively, each of the duties and obligations required of Terminal Company which are set forth under Section III of the Agreement including, without limitation, the receipt, delivery, storage, blending, sampling, and testing of Customer’s Products in accordance with the terms of the Agreement.
“Tank” is defined in Section 6.2 of this Schedule A.
“Tanks” is defined in Section 6.2 of this Schedule A.
“Term” is defined in Section I of the Agreement.
“Terminal” is defined in the Introduction to the Agreement.
“Terminal Company” is defined the preamble of the Agreement, and includes its successors and permitted assigns.
“Third Party Pipeline” means, individually, any of the following pipelines: the Ship Shoal Pipeline, the Capline Pipeline, the ExxonMobil Empire Pipeline, the LOCAP Pipeline, the ExxonMobil Pipeline-SOLA 24”, the ExxonMobil Pipeline-North Line, and any other pipeline to which the Parties agree that Customer’s Product may be delivered to or redelivered from the Terminal from time-to-time.
“Third Party Pipelines” means, collectively, all of the following pipelines: the Ship Shoal Pipeline, the Capline Pipeline, the ExxonMobil Empire Pipeline, the LOCAP Pipeline, the ExxonMobil Pipeline-SOLA 24”, the ExxonMobil Pipeline-North Line, and any other pipeline to which the Parties agree that Customer’s Product may be delivered to or redelivered from the Terminal from time-to-time.
“Vessel” means any ship, barge, or other watercraft delivering or receiving Product at the Terminal on behalf of, at the request of, or for the benefit of Customer.
Except as set forth in this paragraph below, Terminal Company will not and will not allow any of its Representatives to add any substance to Customer’s Product. The foregoing prohibition will not be deemed to prohibit services: (i) requested by Customer; (ii) that Customer consents to the addition in writing; or (iii) that are required by Law.
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Terminal Company to witness, measurements taken by Terminal Company. Terminal Company may witness, and/or appoint an inspector reasonably acceptable to Customer to witness, measurements taken by an independent inspector appointed by Customer.
3.2 Vessel. Terminal Company will measure the quantity of Customer’s Product received and delivered at the Terminal by Vessel by U.S. API approved shore meter. Customer, at Customer’s expense, may appoint an independent inspector reasonably acceptable to Terminal Company to measure the quantity of Customer’s Product by gauging the Terminal’s tanks. In the absence of fraud or manifest error, the Terminal Company’s shore meter measurements of the quantity of Customer’s Product received and delivered at the Terminal by Vessel will be binding on the Parties. If there is fraud or manifest error in the shore meter measurement of the quantity of Customer’s Product received or delivered at the Terminal by Vessel, the independent inspector’s tank gauge measurements will be binding on the Parties. If there is fraud or manifest error in the shore meter measurement of the quantity of Customer’s Product received or delivered at the Terminal by Vessel, and if there is no measurement by an independent inspector on which to rely, the quantity of Customer’s Product received or delivered at the Terminal by Vessel will be measured by Terminal Company gauging the Terminal’s tanks, and such measurement will be binding on the Parties, absent fraud or manifest error.
4. |
4.2 Vessel. Customer will deliver Customer’s Product to and receive Customer’s Product from the Terminal by Vessel in accordance with the procedures set forth in Schedule “B”, and Terminal Company will apply the procedures set forth in Schedule “B” uniformly to all customers of the Terminal.
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6.1 Minimum Working Capacity. Customer will provide the tank bottoms (including, without limitation, if applicable, the amount of Product required for a floating roof to remain continuously afloat) required for the storage of Customer’s Product and a pro rata share of the line fill used by Terminal Company for the handling of the Product at the Terminal based on Customer’s percentage of total working capacity in use at the Terminal. Subject to the provisions of Section 21 of this Schedule “A”, within forty-five (45) days of the expiration or termination of this Agreement, Terminal Company will remove all of Customer’s Product at the Terminal, including, without limitation, that amount of Customer’s Product allocated to Customer’s pro rata share of the tank bottoms and line fill, and deliver it to the Vessel or Delivery Pipeline designated by Customer.
8. |
{Intentionally Left Blank} |
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12. |
All gains of Customer’s Product delivered to the Terminal shall belong to Customer; provided, however, any gains of Customer’s Product during a calendar year shall be offset against losses of Customer’s Product during the same calendar year.
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determined by the Xxxxx’x Oilgram Price Report (“Xxxxx’x”) average price for the month in which the Product Loss occurred. “Average price” means the mean of the high and low prices for each day of the month for which Xxxxx’x posts prices. If Xxxxx’x does not post a price for the Product, the Parties will agree on another recognized and reliable indicator of fair market value.
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12.5 |
(a) Negotiation. The Parties will first attempt to resolve any dispute arising out of or in connection with this Agreement promptly by negotiation between executives who have the authority to settle the controversy. A Party may give the other Party written notice of any dispute not resolved in the normal course of business. The notice will state that it is given to invoke the dispute resolution procedure outlined in this Section. Within fifteen (15) days after delivery of the notice, the receiving Party will submit to the other Party a written response. The notice and the response will include (i) a statement of the party’s position and a summary of arguments supporting that position; and (ii) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within thirty (30) days after delivery of the disputing party’s notice, the executives of both Parties will meet at a mutually acceptable time and place in San Antonio, Texas, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All negotiations pursuant to this Section are confidential and will be treated as compromise and settlement negotiations for purposes of the applicable rules of evidence.
(b) Mediation. If a dispute has not been resolved within thirty (30) days of the meeting of the Party’s executives, or if the executives fail to meet within thirty (30) days of the disputing Party’s notice, and the parties do not otherwise agree to extend the time for negotiation, either Party may initiate mediation of the dispute by giving the other Party written notice setting forth-such Party’s request to submit the dispute to mediation. The Parties will have thirty (30) days from the date the mediation notice is received by the other Party to agree upon a mediator. If the Parties are unable to agree, the mediator will be selected by the American Arbitration Association (“AAA”) on motion by either party. The mediation will be conducted in San Antonio, Texas.
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(c) Arbitration. If a dispute is not resolved within forty-five (45) days of the initial mediation session, and the Parties do not otherwise agree to extend the time for mediation, either Party may initiate arbitration of the dispute by giving the other Party written notice setting forth such Party’s request to submit the dispute to arbitration. The dispute will be decided by a single arbitrator chosen by the mutual agreement of the Parties. The arbitrator will determine the dispute according to the Commercial Arbitration Rules of the AAA (“Rules”). The Expedited Procedures in the Rules, the substantive law of the State of Texas, and the Federal Rules of Procedure and Evidence will apply to the arbitration. If the Parties cannot agree on the selection of an arbitrator within forty five (45) days after either Party requests arbitration, then the arbitrator will be selected by AAA on motion by either Party. The decision of the arbitrator will be final and binding on both Parties. The arbitration will be conducted in San Antonio, Texas.
(a) Customer shall defend, indemnify and hold harmless Terminal Company, its Affiliates and Representatives from and against any loss, damage, claim, suit liability, judgment and expense (including attorneys’ fees and other costs of litigation) arising out of injury, disease or death of any persons, damage to or loss of any property, or fines or penalties to the extent caused by or resulting from negligence of Customer, its Affiliates, Representatives or Contractors, in the exercise of any of the rights granted hereunder or otherwise in connection with the operations contemplated by this Agreement, except to the extent that such injury, death, damage to or loss of property or fine or penalty may be caused by or resulting from negligence on the part of Terminal Company, its Affiliates, Representatives or Contractors.
(b) Terminal Company shall defend, indemnify and hold harmless Customer, its Affiliates and Representatives from and against any loss, damage, claim, suit, liability, judgment and expense (including attorneys’ fees and other costs of litigation) arising out of injury, disease or death of any persons, damage to or loss of any property or fines or penalties caused by or resulting from the negligence of Terminal Company, its Affiliates, its Representatives or its Contractors, in the performance of this Agreement, except to the extent that such injury, death, damage to or loss of property may be caused by or resulting from negligence on the part of Customer, its Affiliates, Representatives or Contractors.
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doubt, Terminal Company’s failure to perform any of the Services for any reason other than Force Majeure will be deemed a breach of the Agreement to which Subsection (a) of this Section 15 applies.
16. |
20. |
20.1 Invoicing and Payment. Terminal Company will invoice Customer monthly, in advance, for the Minimum Throughput Charge, and monthly, in arrears, for any other amounts owed by Customer to Terminal Company under the Agreement. Customer will pay the amount of each invoice by ACH debit, without setoff or deduction, twenty (20) days from Customer’s receipt of the invoice. Customer will be
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assessed a late charge of one and one-half percent (1.5%) interest per month or the highest rate permitted by Law, whichever is less, for any invoice not paid within twenty (20) days of Customer’s receipt of the invoice. Customer’s obligations to pay for Services performed or provided will survive the termination of the Agreement. Terminal Company’s acceptance of payment for any Service performed or provided after the termination of the Agreement will not be deemed a renewal of the Agreement. If Customer, reasonably and in good faith, disputes any amount invoiced by Terminal Company, Customer will: pay the undisputed amount of the invoice when due, and provide Terminal Company with notice stating the nature of the dispute on or before the due date of the invoice.
21. Liens. Customer warrants that it has title to its Product at the time it is delivered to the Terminal and that, to the best of its knowledge, no third party claims an interest in such Product at the time it is delivered to the Terminal. Terminal Company will have a warehouseman’s lien upon any Product while in the Terminal for any amounts owed to Terminal Company and which are not otherwise being disputed in accordance with Section 20.1, above, that have not been paid when due whether incident to the Product then in the Terminal or otherwise. If a warehouse receipt is required under Law for such a lien to arise, the Agreement will be deemed to be the warehouse receipt for all Products at the Terminal. Customer will provide notice to Terminal Company if title to any Product at the Terminal is transferred to a third Party or if a third Party otherwise claims an interest in the Product at the Terminal, and the notice will state the name and business address of the third party and the interest claimed.
22. Terminal Access. Customer reserves the right, at its sole cost, risk, and expense, to have one or more of its Representatives or Contractors enter upon and have access to the Terminal in order to observe the receipt, store, blending, measurement, sampling, testing, transportation, re-delivery, and/or handling of any of Customer’s Products received or delivered under the Agreement. Customer also has the right, but not the obligation, to have (a) loss control representatives attended all Vessel and tank sampling and measuring, and (b) pollution safety advisor to attend all Vessels loading or discharging within the Terminal. Terminal Company may require any such Contractor to execute an access agreement and to provide proof of insurance prior to receiving access to the Terminal. Terminal Company may deny access to the Terminal to any Vessel or Contractor and to any of Customer’s Representatives who, in Terminal Company’s reasonable opinion, pose an unreasonable risk of injury to the Terminal, its personnel, the public, or the environment.
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24. Title. Title to Customer’s Product will not pass to Terminal Company, unless and until: Terminal Company exercises its rights to sell the Product as a result of Customer’s failure to remove the Product from the Terminal as provided in Section 8 of this Schedule A; or Terminal Company forecloses on the lien provided by Section 21 of this Schedule A.
25. |
25.6 Governing Law and Jurisdiction. The Agreement will be governed and construed in accordance with the laws of the State of Texas, without reference to the choice of law principles thereof. Any disputes arising out of the Agreement will be subject to the exclusive jurisdiction of the courts of the State of Texas located in Bexar County, Texas.
—End of Schedule A—
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Schedule B
Marine Terms and Conditions
1.1 Customer will provide Terminal Company with nominations for all intended Vessel receipts and deliveries at the Terminal no later than the twenty-fifth (25th) day of the month prior to the month of intended arrival date. Customer will provide Terminal Company with nominations for five (5) day nomination windows for ships and three (3) day nomination windows for barges. Terminal Company will advise Customer within twenty-four (24) hours if the nominated windows are acceptable. If a Vessel is nominated after the twenty-fifth (25th) of the month prior to the month of intended arrival date or if a Vessel misses its nominated window, the Terminal Company will work with Customer to receive the Vessel as soon as possible within a nomination window that does not interfere with previously nominated ships or barges.
1.2 Terminal Company will have the right, but not the obligation, to vet ships and ocean-going barges prior to accepting a nomination. If Terminal Company vets a ship or ocean-going barge: Terminal Company will use the vetting procedure in Exhibit 1; Terminal Company will provide the ship or ocean-going barge (or the ship’s or ocean-going barge’s agent) with a vetting questionnaire as soon as the ship or ocean-going barge is nominated; and, provided that the ship or ocean-going barge (or the ship’s or ocean-going barge’s agent) promptly completes the vetting questionnaire, Terminal Company will accept or reject the nomination within twenty-four (24) hours of receiving the nomination. Terminal Company will not unreasonably refuse a ship’s or ocean-going barge’s nomination; provided, however, Terminal Company may refuse a ship’s or ocean-going barge’s nomination if: the ship or ocean-going barge does not comply with applicable U.S. Coast Guard regulations; the ship or ocean-going barge does not comply with the International Safety Guide for Oil Tankers and Terminals; the ship or ocean-going barge does not maintain the insurance required under Section 6 of this Schedule B; or because of the safety record of the ship or ocean-going barge.
1.3 All nominations and notices under this Schedule B will be sent by fax or by e-mail to the scheduling personnel at the Terminal, and Terminal Company with provide Customer with the contact information for the scheduling personnel at the Terminal on or before the Effective Date. The scheduling and vetting personnel at the Terminal will be on-call 24 hours per day, 365 days per year.
2.1 For ships, Customer will send a nomination to Terminal Company at least five (5) days prior to a ship’s expected arrival and will designate a three-day ETA window. Nominations will include the following information:
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The name of the vessel |
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The Product type and volume to be discharged (GSV, temperature of cargo, API of cargo) |
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Updated expected arrival time |
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Vessel DWT and expected draft |
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• |
Name of inspector (if applicable) |
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• |
Certificate of quality analysis as determined by an independent inspector (if available) |
Nominations will be accepted and confirmed on a first-come, first-served basis.
2.2 Ships must conform with the following limitations:
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Maximum Deadweight Tonnes: |
100,000 Metric Tonnes |
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Maximum Length Over All: |
850 feet |
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Maximum Draft |
* |
40 Feet (subject to river stage) |
*When Donaldsonville, LA exceeds 25 feet river stage, assist tugs may be required by Terminal Company, and will be for the account of Customer.
2.3 Customer will ensure that the nominated ship (or the agent for the ship) reports to the Terminal by radio or telephone daily 72, 48, and 24 hours prior to estimated arrival and provide updated arrival date and time. Customer will ensure that the nominated ship (or the agent for the ship) will provide updates of the ship’s position: upon reaching mouth of Mississippi River; after changing pilots at New Orleans, and two hours before arriving at the Terminal. The nominated ship issues notice of readiness on arrival at the customary anchorage or when made fast in the berth. The nominated ship will be berthed as soon as possible upon arrival, provided arrival is within accepted and confirmed window.
3.1 For barges, Customer will send a nomination to Terminal Company three (3) days prior to a barges’ expected arrival. Nominations will include the following information:
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The name of tow/tug nominated. |
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The name of barges nominated. |
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The expected date to tender notice of readiness to load/unload at Terminal. |
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The product type and volume (GSV) |
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Name of inspector (if applicable) |
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Certificate of quality analysis as determined by an independent inspector (if available) |
Barge windows will be accepted and confirmed on a first-come, first-serve basis.
3.2 Customer will provide the Terminal with twenty-four hours’ (24) notice of the estimated arrival time of the barge. Customer will provide the Terminal with final notice of estimated arrival time at least four (4) hours prior to arrival at dock. The nominated barge will be berthed as soon as possible upon arrival, provided arrival is within accepted and confirmed window.
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amount not less than $5,000,000.00 per occurrence, and that all Vessels carry hull and machinery insurance in an amount not less than the full market value of the Vessel.
—End of Schedule B—
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Exhibit 1
Vessel Vetting Procedure
Upon request, a nominated Vessel (or the Vessel’s agent) will complete the following questionnaire and submit it to the scheduling personnel at the Terminal for review:
Xxxxxx XX Marine Facility Vetting Worksheet
Please answer all questions using printed capital letters. If a question does not apply to your vessel, please xxxx it N/A. Please include any applicable international dialing codes for telephone and fax numbers. If the space provided is not sufficient for a full answer, please provide a full answer at the end of this questionnaire or on the back of this questionnaire, and reference the question number in your answer. The person responsible for completing this questionnaire must provide his/her name, contact information, and signature in the space provided.
This questionnaire will be used for evaluating your vessel’s current nomination. In responding, the party completing this questionnaire represents and warrants on behalf of the vessel and its owners that the statements made herein are true and complete, recognizing that the terminal operator will rely on these statements when determining whether to accept the vessel’s nomination. An acceptance of your vessel’s current nomination does not guarantee acceptance of any future nominations.
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Date Questionnaire Completed |
Day-Month-Year |
1.0 |
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1.1 |
Name of vessel |
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1.2 |
Previous names and date changed |
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1.3 |
Flag |
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1.4 |
Current owners / date |
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1.5 |
Current operators / date |
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1.6 |
Name and contact information, email & phone, for person that will respond to vessel issues |
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2.0 |
VESSEL PARTICULARS |
|
2.1 |
Type (Tanker, OBO, Barge, other – specify) |
|
2.2 |
Hull type (full double hull, double bottom, double side, other – specify) |
|
2.3 * |
Length overall (LOA) |
|
2.4 * |
Beam |
|
2.5 * |
Expected Draft While at Valero Facility |
|
2.6 |
Bow to Center of Manifold (BCM) |
|
2.7 |
Distance from manifold to water, ballast / loaded |
|
2.8 * |
Distance from manifold to water at departure |
|
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2.9 |
Does vessel have a vapor recovery system in good working order? |
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2.10 |
Is vessel a Segregated Ballast Tanker (SBT)? If not explain ballast system. |
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2.11 |
Does vessel have an inert gas system in good working order? |
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2.12 |
What is the inert gas system type (boiler flue, nitrogen generator)? |
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2.13 |
What is the capacity of the inert gas system: |
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2.14 |
What type deck seal does the inert gas system have (wet, semi-dry, dry)? |
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3.0 |
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3.1 |
Does the Company conduct background checks for all vessel personnel? |
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3.2 |
Are all officers who are responsible for oil transfer operations able to speak and understand effectively in English? |
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4.0 |
| ||||
4.1 * |
Does vessel meet all local, state, federal, and International regulations for intended voyage? |
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4.2 * |
What is the date of expiration of vessel’s USCG Certificate of Compliance, or Certificate of Inspection (COC or COI)? |
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4.3 * |
Will the vessel have a COC / or COI renewal or annual exam this voyage? |
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4.4 * |
If answer to 4.3 is yes, is there any reason that vessel may not pass the exam? |
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4.5 |
Has Vessel’s Operator been accepted by U.S. Customs as a certified member of Customs Trade Partnership Against Terrorism (C-TPAT), Free and Secure Trade (FAST), the Business Anti-Smuggling Coalition (BASC) or other internationally-recognized security initiative? |
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4.6 |
Does the Vessel’s Operator participate in any security program being administered by any Customs Administration? If yes, specify. |
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4.7 |
Does the Vessel’s Operator have written security procedures and conduct periodic checks to ensure security compliance? |
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4.8 * |
What is the date of expiration of vessel’s International Ship Security Certificate? |
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4.9 |
What is the name of the vessel’s Classification Society? |
| |||
4.10 |
What is the name of the vessel’s P&I club for pollution? |
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4.11* |
What is the vessel’s P&I pollution coverage amount (US dollars)? Xxxxxx XX requirement: Minimum for vessel’s ($100,000,000) Minimum for barge’s ($ 5,000,000) |
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4.12 |
Is the vessel a member of ITOPF (International Tanker Owners Oil Pollution Federation)? |
| ||
4.13* |
Are all applicable certificates of financial responsibility valid? |
| ||
4.14 |
What Condition Assessment Program (CAP) ratings does vessel have? Give category and rating. (vessels 15 years or older) |
| ||
4.15 |
What organization issued the CAP ratings? |
| ||
4.16 |
When were the CAP ratings issued? |
| ||
4.17 |
Who is the owner’s Qualified Individual (QI) for OPA 90? What is the QI’s telephone number? |
| ||
4.18 |
Who is the Oil Spill Response Organization’s U.S. contractor? What is the contractor’s telephone number? |
| ||
5.0 |
PORT STATE / CLASS |
| ||
5.1 |
Does vessel have any outstanding Port State Control requirements? If yes, explain |
| ||
5.2 |
Give details of other incidents / casualties vessel has been involved in during the past 36 months (event, date, location, and status). |
| ||
6.0 |
| |||
6.1 |
Does vessel comply with OCIMF Mooring Guidelines? |
| ||
6.2 * |
Are vessel’s anchors and ground system in good working condition? |
| ||
6.3 * |
Are mooring winches, winch brakes, mooring wires, mooring ropes, fair leads and chocks in good working order? |
| ||
Person responsible for completing this questionnaire:
Printed Name: ______________________________________
Signature: ______________________________________
Title: ______________________________________
Company: ______________________________________
Phone Number: ______________________________________
Email Address: ______________________________________
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Exhibit 2
Berth Dimensions and Capabilities
Dock |
Maximum Draft* |
Maximum Size |
Flow Rate (BPH) |
Metering |
Prover |
#1—Barge |
12 feet |
4 barge tow each with 300’ length |
7,500 |
One, 10” turbine with sampler |
24” bi-directional |
#2—Ship and Barge |
40 feet |
100,000 DWT, 850’, xxxxx center manifold < 385’ |
35,000 |
Three, 10” turbine with sampler |
30” bi-directional |
Dock No. 1
Equipped with 3 x 8 inch chicksans feeding into 5 x 12 inch and 1 x 16 inch pipelines leading to the tank farm. The pipelines to the tank farm are not all active at this time due to lack of use. The deactivated lines include 3 x 12 inch pipelines which leaves 2 x 12 inch and 1 x 16 inch line presently in use at this dock.
Located on the south side of the marine terminal, Dock No. 1 is used exclusively for barge cargo transfer. The reported water depth at this facility is 12-15 feet which is consistent with the 30,000 to 35, 000 barrel inland barges that frequent this berth. The dock is reported to be capable of handling barges of up to 50,000 barrels with maximum length of 300 feet but such a vessel would in all likelihood exceed by draft the available water depth. As with the other berths at the Xxxx Pipeline Terminal, periodic dredging is needed to maintain water depths. Such dredging is generally conducted about every 4 years.
Dock No. 1 Structure: All steel pipe structure and cement reinforced steel pipe pilings
This cargo transfer facility is a standard “T” jetty design. The structure consists of a loading platform equipped with 3 x 8 inch chicksans all of which were removed, dismantled, overhauled and painted in 2003. Barges berth alongside the loading platform and secure to moorings positioned along the length of the platform. Two vertical pilings positioned north and south of the platform serve as breasting structures maintaining a clearance between the barge and the platform structure. The platform structure consists of four vertical pipe pilings with cross piping supports capped with a cement working surface. All equipment, (other than secured pipelines) are reported to be in good working order. Out of service lines have been “pigged” (displaced), inerted with nitrogen and capped for long term preservation. The general condition of this cargo transfer berth appears to be very good and there is minimal rust of any kind since it was recently painted in 2003. The maximum flow rate at this berth is 7,500 bbls/hr and it is also equipped with 1-10 inch turbine meters with sampler and a 24” bi-directional prover.
Dock No. 2:
Equipped with 3 x 16 inch chicksans and 1 x 8 inch chicksan on the main platform all of which feeds into 1 x 30 inch, 2 x 20 inch, 1 x 12 inch, and 1 x 8 inch pipeline to the tank farm. Pipelines to the tank farm are not all active. Secured pipelines include 1 x 20 inch, 1 x 12 inch, and 1 x 8 inch line. Therefore remaining active lines include 1 x 20 inch and 1 x 30 inch line.
Dock No. 2 is the active tanker berth at this time and is (as mentioned) capable of handling vessels of up to 100,000 dwt with a maximum length of 850 feet. This is compatible with an aframax tanker which frequents this berth generally delivering parcels of 500,000 bbls per discharge. Barges may also utilize this berth if necessary. Again, Xxxx Pipeline Terminal maintains a 40 feet draft at the berth even though channel draft
Page 25 of 26
may be 45 feet. Dredging operations are conducted about every 4 years at the berth. Dock No. 2 is positioned just south of Dock No. 5 but just north of the barge dock No. 1.
Dock No. 2 Structure: All steel pipe structure and cement reinforced steel pipe pilings
Dolphin # 1: Serves as the breast line mooring station for tankers at this berth. Support structure consists of four main “vertical” pipe pilings (angled inward) with cross piping supports and a cement cap surface upon which three quick release mooring hooks and capstan is located. All equipment reportedly is fully operational. Some rust spots visible but only rust stains and or surface rust at this time.
Dolphin #2: Serves as the breasting dolphin forward of the main platform and as the forward spring line mooring station for the tanker at this berth. The fendering system is of relatively modern compression type design using timer facing against ships hull. The support structure consists of nine main vertical pipe pilings with cross supports capped with a steel grating surface. This dolphin is equipped with three quick release hooks and a capstan all reportedly in good working order. Numerous rust stains and surface rust observed but little or no sub surface rust apparent.
Main Loading Platform: This cement capped steel structure supports the 3 x 16 inch and 1 x 8 inch chicksans and related equipment. The support structure consists of ten vertical pipe pilings with cross piping supports capped with a cement working surface. Within the last year a new hydraulics system has been installed at this platform. Additionally, the platform is equipped with an auto ground indicating system ensuring proper grounding maintained with the vessel at all times and an auto sump pump system that pumps the sump tank ashore at high level. Two gangways are provided, one for tankers and one for barges. There is minimal rust on this platform and all equipment (other than the secured pipelines to the tank farm) is reported to be fully operational and appears in good condition. Again there are numerous minor rust spots but primarily surface only. The maximum rate of discharge permitted is 35,000 barrels per hour and up to 100 psi at the manifold. This dock is also equipped with 3 – 10 inch turbine meters with sampler and a 30 inch bi-directional prover.
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