COVER PAGE FOR AMENDMENT AND RESTATEMENT OF SCHEDULES TO AMENDED AND RESTATED OPERATIONAL SERVICES AGREEMENT

EX-10.4 8 d412286dex104.htm AMENDED AND RESTATEMENT OF SCHEDULES TO THE OPERATIONAL SVCS AGREEMENT AMENDED AND RESTATEMENT OF SCHEDULES TO THE OPERATIONAL SVCS AGREEMENT

EXHIBIT 10.4

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 “Amended and Restated Operational Services Agreement”), among Tesoro Companies, Inc., Tesoro Refining and Marketing Company, 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 Amended and Restated Operational Services Agreement.

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 Amended and Restated Operational Services Agreement, such amended and restated Schedules shall replace the prior Schedules as of the date hereof and shall be incorporated by reference into the Omnibus Agreement for all purposes.

Executed as of September 14, 2012.

 

TESORO COMPANIES, INC.     TESORO LOGISTICS GP, LLC
By:  

/s/ Gregory G. Goff

    By:  

/s/ Phillip M. Anderson

  Gregory G. Goff       Phillip M. Anderson
  President       President
TESORO REFINING AND MARKETING COMPANY     TESORO LOGISTICS OPERATIONS LLC
By:  

/s/ Gregory G. Goff

    By:   TESORO LOGISTICS LP,
  Gregory G. Goff       its sole member
  President      
      By:   TESORO LOGISTICS GP, LLC,
        its general partner
      By:  

/s/ Phillip M. Anderson

        Phillip M. Anderson
        President


TESORO ALASKA COMPANY    

TESORO HIGH PLAINS PIPELINE

COMPANY LLC

By:  

/s/ Gregory G. Goff

     
  Gregory G. Goff     By:   TESORO LOGISTICS OPERATIONS LLC,
  President       its sole member
      By:   TESORO LOGISTICS LP,
        its sole member
      By:   TESORO LOGISTICS GP, LLC,
        its general partner
      By:  

/s/ Phillip M. Anderson

        Phillip M. Anderson
        President


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, Tesoro Logistics Operations LLC, Tesoro, Tesoro Alaska, Tesoro Refining and Marketing, and Tesoro High Plains Pipeline Company LLC   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, Tesoro Logistics Operations LLC, Tesoro and Tesoro Refining and Marketing   April 1, 2012   Amorco Terminal


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, Tesoro Logistics Operations LLC, Tesoro and Tesoro Refining and Marketing   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


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

   $ 31,500   

Environmental Compliance Maintenance

  

Facility Maintenance

  

Fire and Safety

  

Natural Gas

  

Water

  

Wastewater

  

Personnel Support – Operations, Supply & Trading, Marketing, Security and Maintenance

   $ 159,000   


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


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


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.


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


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


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


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


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

   $ 50,000   


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


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


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

   $ 185,000   

Communications

  

Environmental Compliance Maintenance

  

Facility Maintenance

  

Fire and Safety

  

General Security

  

Internal Oil Spill Response Drill

   $ 11,000   

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

   $ 247,000   

Software Services

  

Wastewater Handling

  

Wharf Support Personnel

   $ 720,000   


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

   $ 209,000   

Note that the following services shall be direct billed to TLO from third parties and shall not be part of this 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).