COVER PAGE FOR AMENDMENT AND RESTATEMENT OF SCHEDULES TO AMENDED AND RESTATED OPERATIONAL SERVICES AGREEMENT
Exhibit 10.17
COVER PAGE FOR
AMENDMENT AND RESTATEMENT OF SCHEDULES
TO AMENDED AND RESTATED OPERATIONAL SERVICES AGREEMENT
An Amended and Restated Operational Services Agreement was executed as of April 1, 2012 (the “Agreement”), among Tesoro Companies, Inc., Tesoro Refining & Marketing Company LLC (or its predecessor entity), Tesoro Alaska Company, Tesoro Logistics GP, LLC, Tesoro Logistics Operations LLC and Tesoro High Plains Pipeline Company LLC. Capitalized terms not otherwise defined in this document shall have the terms set forth in the Agreement; provided, however, that the term “TRMC” shall refer to Tesoro Refining & Marketing Company LLC, as successor by conversion of Tesoro Refining and Marketing Company.
The Parties agree that the Schedules are hereby amended and restated in their entirety as of the date hereof to be as attached hereto. Pursuant to Section 14(h) of the Agreement, such amended and restated Schedules shall replace the prior Schedules as of the date hereof and shall be incorporated by reference into the Agreement for all purposes.
Executed as of December 6, 2013.
| TESORO COMPANIES, INC. | TESORO LOGISTICS GP, LLC | |||||||
| By: | /s/ Gregory J. Goff |
| By: | /s/ Phillip M. Anderson | ||||
| Gregory J. Goff | Phillip M. Anderson | |||||||
| Chairman of the Board of Directors and President | President | |||||||
| TESORO REFINING & | TESORO LOGISTICS OPERATIONS LLC | |||||||
| MARKETING COMPANY LLC | ||||||||
| By: | /s/ Gregory J. Goff |
| By: | /s/ Phillip M. Anderson | ||||
| Gregory J. Goff | Phillip M. Anderson | |||||||
| Chairman of the Board of Managers and President | President | |||||||
Signature Page to Second Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
| TESORO ALASKA COMPANY | TESORO HIGH PLAINS PIPELINE COMPANY LLC | |||||||
| By: | /s/ Gregory J. Goff |
| By: | /s/ Phillip M. Anderson | ||||
| Name: | Gregory J. Goff | Name: | Phillip M. Anderson | |||||
| Title: | Chairman of the Board of Directors and President | Title: | President | |||||
Signature Page to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule A
Contribution Agreements and Applicable Terms
Initial Contribution Agreement
| Contribution Agreement | Commencement Date | Facilities | ||
| Contribution, Conveyance and Assumption Agreement, dated as April 26, 2011, among the Partnership, the General Partner, TLO, Tesoro Corporation, TAK, TRMC, and THPPC | April 26, 2011 | Mandan Rack, North Dakota; Anchorage Terminal, Alaska; Salt Lake City Rack, Utah; Salt Lake City Storage Facility, Utah; Vancouver Terminal, Washington; Boise Terminal, Idaho; Burley Terminal, Idaho; Stockton Terminal, California; Wilmington Terminal, California; Salt Lake City Pipelines, Utah; and High Plains Pipeline System, North Dakota and Montana. |
Amorco Contribution Agreement
| Contribution Agreement | Commencement Date | Facilities | ||
| Contribution, Conveyance and Assumption Agreement, effective as of April 1, 2012, among the Partnership, the General Partner, TLO, Tesoro Corporation and TRMC | April 1, 2012 | Amorco Terminal |
Page 1 of Schedule A to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule A
Contribution Agreements and Applicable Terms
(continued)
Long Beach Contribution Agreement
| Contribution Agreement | Commencement Date | Facilities | ||
| Contribution, Conveyance and Assumption Agreement, executed as of September 14, 2012, among the Partnership, the General Partner, TLO, Tesoro Corporation and TRMC | Upon receipt of the Long Beach Approval, the CDFG Approval and the Other Approvals as set forth in the agreement, as applicable. | Long Beach Terminal and Los Angeles Pipeline System |
Anacortes Rail Terminal Contribution Agreement
| Contribution Agreement | Commencement Date | Facilities | ||
| Contribution, Conveyance and Assumption Agreement, executed as of November 15, 2012, among the Partnership, the General Partner, TLO, Tesoro Corporation and TRMC | November 15, 2012 | Anacortes Rail Terminal |
Page 2 of Schedule A to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule A
Contribution Agreements and Applicable Terms
(continued)
BP Carson Tranche 1 Contribution Agreement
| Contribution Agreement | Commencement Date | Facilities | ||
| Contribution, Conveyance and Assumption Agreement, executed as of May 17, 2013, among the Partnership, the General Partner, TLO, Tesoro Corporation and TRMC | June 1, 2013 | San Diego Terminal Colton Terminal Hathaway Terminal East Hynes Terminal West Hynes Terminal Vinvale Terminal Carson Crude Terminal |
BP Carson Tranche 2 Contribution Agreement
| Contribution Agreement | Commencement Date | Facilities | ||
| Contribution, Conveyance and Assumption Agreement, executed as of November 18, 2013, among the Partnership, the General Partner, TLO, Tesoro Corporation, TRMC and Carson Cogeneration Company | December 6, 2013 | City of Los Angeles, Port of Long Beach, Berth 121 City of Los Angeles, Port of Long Beach, Terminal 2 and associated tank farms Storage facilities at City of Los Angeles, Port of Long Beach, Terminal 3 Tesoro SoCal Pipeline System Carson Products Terminal Coke Handling Warehouse |
Page 3 of Schedule A to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B**
**All Schedule B pages have been updated to reflect current amounts charged with CPI increases through the date of this Amendment and Restatement.
Mandan Rack, North Dakota
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |||
| Communications | ||||
| Electricity | ||||
| Environmental Compliance Maintenance | ||||
| Facility Maintenance | ||||
| Fire and Safety | ||||
| Natural Gas | ||||
| Water | ||||
| Wastewater | ||||
| Personnel Support – Operations, Supply & Trading, Marketing, Security and Maintenance | ||||
| Total | $190,500 | |||
Page 1 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Anchorage Terminal, Alaska
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service |
| Communications |
| Environmental Compliance Maintenance |
| Facility Maintenance |
| Fire and Safety |
Page 2 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Salt Lake City Rack, Utah
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service |
| Communications |
| Environmental Compliance Maintenance |
| Facility Maintenance |
| Fire and Safety |
| Plant Air |
| Steam |
| Water |
| Wastewater |
Page 3 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Salt Lake City Storage Facility, Utah
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |
| Communications | ||
| Electricity | ||
| Environmental Compliance Maintenance | ||
| Facility Maintenance | ||
| Fire and Safety | ||
| Water | ||
| Wastewater | ||
| Personnel Support – Maintenance and Operations | The SLC remote tank farm (Tesoro Refining and Marketing) will need to pay $60,000 annually for operational support provided by a General Partner employee. | |
Page 4 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Vancouver Terminal, Washington
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service |
| Communications |
| Environmental Compliance Maintenance |
| Facility Maintenance |
| Fire and Safety |
Page 5 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Boise Terminal, Idaho
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service |
| Communications |
| Environmental Compliance Maintenance |
| Facility Maintenance |
| Fire and Safety |
Page 6 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Burley Terminal, Idaho
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | ||
| Communications | ||
| Environmental Compliance Maintenance | ||
| Facility Maintenance | ||
| Fire and Safety | ||
| Water | ||
| Wastewater | ||
Page 7 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Stockton Terminal, California
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | ||
| Communications | ||
| Environmental Compliance Maintenance | ||
| Facility Maintenance | ||
| Fire and Safety | ||
| Wastewater | ||
Page 8 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Wilmington Terminal, California
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |||
| Communications | ||||
| Electricity | ||||
| Environmental Compliance Maintenance | ||||
| Facility Maintenance | ||||
| Fire and Safety | ||||
| Water | ||||
| Wastewater | ||||
| Personnel Support | ||||
| Total | $50,000 | |||
Page 9 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Salt Lake City Pipelines, Utah
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | ||
| Communications | ||
| Environmental Compliance Maintenance | ||
| Facility Maintenance | ||
| Fire and Safety | ||
| Water | ||
| Wastewater | ||
Page 10 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
High Plains Pipeline System, North Dakota and Montana
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | ||
| Communications | ||
| Environmental Compliance Maintenance | ||
| Facility Maintenance | ||
| Fire and Safety | ||
Page 11 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Amorco Terminal, Suisan Bay, California
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |||
| Booming | ||||
| Communications | ||||
| Environmental Compliance Maintenance | ||||
| Facility Maintenance | ||||
| Fire and Safety | ||||
| General Security | ||||
| Internal Oil Spill Response Drill | ||||
| Personnel Support | ||||
| Programmable Logic Control and Digital Control System | ||||
| Routine Engineering Support | ||||
| Routine support and repair of fiber optic line | ||||
| Security Personnel at site of Wharf and Tankage | ||||
| Software Services | ||||
| Wastewater Handling | ||||
| Wharf Support Personnel | ||||
| Total | $1,163,000 | |||
Page 12 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Long Beach Terminal, Port of Long Beach, California
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |||
| Communications | ||||
| Environmental Compliance Maintenance | ||||
| Facility Maintenance | ||||
| Fire and Safety | ||||
| General Security | ||||
| Personnel Support | ||||
| Programmable Logic Control and Digital Control System | ||||
| Routine Engineering Support | ||||
| Routine support and repair of fiber optic line | ||||
| Software Services | ||||
| Wastewater Handling | ||||
| Wharf Support Personnel | ||||
| Total | $29,000 | |||
Note that the following services shall be direct billed to TLO from third parties and shall not be part of the Agreement:
| a) | Electricity (SoCal Edison); |
| b) | Gas (City of Long Beach); |
| c) | Water (Long Beach Water); |
| d) | Right-of-Way Payments (SoCal Edison); and |
| e) | Outside services (e.g. Environmental and Engineering Consulting) through direct bill work orders (as currently described in the Agreement). |
Page 13 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Anacortes Rail Facility, Anacortes, Washington
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |||
| Communications | ||||
| Environmental Compliance Maintenance | ||||
| Facility Maintenance | ||||
| Fire and Safety | ||||
| General Security | ||||
| Personnel Support | ||||
| Programmable Logic Control and Digital Control System | ||||
| Routine Engineering Support | ||||
| Routine support and repair of fiber optic line | ||||
| Software Services | ||||
| Wastewater Handling (Anacortes Refinery) | ||||
| Electricity (PSE) | ||||
| Water (City of Anacortes, including potable, non-potable and fire water) | ||||
| Total | $355,000* | |||
| * | This amount is applicable until separate metering is installed pursuant to the ground lease executed in connection with the Contribution, Conveyance and Assumption Agreement related to the Anacortes Rail Facility. |
Note that the following services shall be direct billed to TLO from third parties and shall not be part of the Agreement: Outside services (e.g. Environmental and Engineering Consulting) through direct bill work orders (as currently described in the Agreement).
Page 14 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
San Diego Terminal
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |
| Fire and Safety | ||
| Personnel Support (Management support provided from TLO to TRMC to support fleet operations) | ||
| Wastewater Handling (occasional use of the refinery vacuum truck and refinery processing of terminal wastewater) | ||
Note that the following services shall be direct billed to TLO from third parties and shall not be part of this Agreement:
| a) | Electricity: SDG&E |
| b) | Gas: SDG&E |
| c) | Water & Sewer: City of San Diego |
| d) | Telephone: Sprint |
Page 15 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Colton Terminal
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |
| Fire and Safety | ||
| Personnel Support (Management support provided from TLO to TRMC to support fleet operations) | ||
| Wastewater Handling (occasional use of the refinery vacuum truck and refinery processing of terminal wastewater) | ||
Note that the following services shall be direct billed to TLO from third parties and shall not be part of this Agreement:
| a) | Electricity: Southern California Edison |
| b) | Water: West Valley Water District Sewage/—City of Rialto |
| c) | Telephone: AT&T |
Page 16 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Hathaway Terminal
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |
| Fire and Safety | ||
| Wastewater Handling (occasional use of the refinery vacuum truck and refinery processing of terminal wastewater) | ||
Note that the following services shall be direct billed to TLO from third parties and shall not be part of this Agreement:
| a) | Electricity: Southern California Edison |
| b) | Gas: Southern California Gas Co. |
| c) | Telephone: Verizon & AT&T |
Page 17 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Hynes Terminal
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |
| Fire and Safety | ||
| Wastewater Handling (occasional use of the refinery vacuum truck and refinery processing of terminal wastewater) | ||
Note that the following services shall be direct billed to TLO from third parties and shall not be part of this Agreement:
| a) | Electricity: Southern California Edison |
| b) | Gas: Southern California Gas Co. |
Page 18 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Vinvale Terminal
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |
| Fire and Safety | ||
| Wastewater Handling (occasional use of the refinery vacuum truck and refinery processing of terminal wastewater) | ||
Note that the following services shall be direct billed to TLO from third parties and shall not be part of this Agreement:
| a) | Electricity: Southern California Edison |
| b) | Gas: Southern California Gas Co. |
| c) | Water/Sewer: City of South Gate |
| d) | Telephone: Verizon/AT&T |
Page 19 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Carson Crude Terminal
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |
| Fire and Safety | ||
| Wastewater Handling (occasional use of the refinery vacuum truck and refinery processing of terminal wastewater) | ||
Note that the following services shall be direct billed to TLO from third parties and shall not be part of this Agreement:
| a) | Electricity: Southern California Edison |
Page 20 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
City of Los Angeles, Port of Long Beach, Berth 121
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |
| Fire and Safety | ||
| Wastewater Handling (occasional use of the refinery vacuum truck and refinery processing of terminal wastewater) | ||
Page 21 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
City of Los Angeles, Port of Long Beach, Terminal 2 and associated tank farms
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |
| Fire and Safety | ||
| Wastewater Handling (occasional use of the refinery vacuum truck and refinery processing of terminal wastewater) | ||
Page 22 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Storage facilities at City of Los Angeles, Port of Long Beach, Terminal 3
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |
| Fire and Safety | ||
| Wastewater Handling (occasional use of the refinery vacuum truck and refinery processing of terminal wastewater) | ||
Page 23 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Tesoro SoCal Pipeline System
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |
| Fire and Safety | ||
| Wastewater Handling (occasional use of the refinery vacuum truck and refinery processing of terminal wastewater) | ||
Page 24 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Carson Products Terminal
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |
| Fire and Safety | ||
| General Security | ||
| Wastewater Handling (occasional use of the refinery vacuum truck and refinery processing of terminal wastewater) | ||
Page 25 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Coke Handling Warehouse
Unless otherwise noted below, TRMC will provide the following Services to TLO in accordance with Section 2 of the Agreement:
| Service | Amounts | |
| Fire and Safety | ||
| General Security | ||
| Wastewater Handling (removal of runoff from retention locations, use of the refinery vacuum truck as needed and disposal according to documented procedures) | ||
Page 26 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
Schedule B
Carson Overhead Support
TLO will provide the following Services to TRMC in accordance with Section 2 of the Agreement:
| Service | Amounts | |
| Environmental, Health and Safety Management Support (in support of retail fleet and transportation business) | ||
| Planning and Optimization Management Support (in support of retail fleet and transportation business) | ||
| Other Fleet Management Support | ||
Page 27 of Schedule B to Amendment and Restatement of
Schedules to Amended and Restated Operational Services Agreement
