PTS Clause Samples
PTS. During the term of the Company’s operations under this Agreement, PTS or its Affiliates shall perform, or cause to be performed, and be responsible for the following actions and services to be provided to the Company as part of PTS’s Member contribution.
(i) PTS or its Affiliates has leased (the “Transloader Lease”) four (4) trailer mounted transloaders (the “New Transloaders”). The New Transloaders have been delivered to Transloading Facility, and shall be used only for transloading activities of the Company unless otherwise agreed in writing by the Governors. During the term of this Agreement, the New Transloaders shall not be removed from the Transloading Facility without the express written consent of all Members, which consent may be withheld for any reason or no reason whatsoever in each Members sole and unilateral discretion. During the term of this Agreement, the Company shall be responsible for all maintenance associated with the New Transloaders. The Company will not be required to expend Company funds to “rebuild” the New Transloaders at any time. Any residual value under the Transloader Lease shall be for the sole benefit of PTS or its Affiliates.
(ii) PTS or its Affiliates shall coordinate and manage the trucking and rail logistics for the Transloading Facility, including the scheduling and monitoring of trains and trucks arriving to and departing from the Transloading Facility.
(iii) PTS or its Affiliates shall coordinate and manage all accounting, bookkeeping, tax and treasury functions in connection with the operation of the Transloading Facility. A monthly accounting fee in the amount approved by the Board shall be paid to PTS for staff time provided by PTS or its Affiliates for these functions as contemplated by Section 7.6(e) of this Agreement.
(iv) PTS or its Affiliates shall assist the Company through PTS’ contacts with marketers, transporters, refiners and other end-users.
PTS. During the term of the Company’s operations under this Agreement, PTS shall perform and be responsible for the following actions and services to be provided to the Company as part of PTS’s Member contribution.
(i) PTS shall provide, make available, sublease to the Company, or otherwise arrange for direct lease by the Company, of rail cars sufficient to service the Transloading Facility at a throughput volume of 10,000 barrels per day.
(ii) PTS may satisfy its obligations to provide rail cars as described in (i) above by subleasing rail cars to the Company. In that event, the rent payments for the rail cars shall be as described in the Member Transaction description attached hereto as Exhibit B.
(iii) PTS shall coordinate and manage on a day to day basis, either directly or through services contracted by the Company with third parties, the operation of the Transloading Facility, including contracting for truck transport of hydrocarbons from the producers’ locations to the Transloading Facility and managing all accounting and bookkeeping functions in connection with the operation of the Transloading Facility. A monthly accounting fee agreed upon by the Members in the manner set forth in Exhibit C shall be paid to PTS for staff time provided by PTS for bookkeeping and accounting functions as contemplated by Section 7.6(f) of this Agreement.
(iv) PTS shall assist the Company through PTS’s contacts with marketers, transporters, refiners and other end-users to market hydrocarbons produced in North Dakota and purchased by the Company for transloading through the Transloading Facility, and marketing such hydrocarbons to refiners and other end-users.