Services Agreement

Cover Page for Amendment and Restatement of Schedules to Amended and Restated Operational Services Agreement

Exhibit 10.3

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 November 15, 2012.

TESORO COMPANIES, INC.
 
TESORO LOGISTICS GP, LLC
 
 
 
 
 
By:
 
By:
/s/ Phillip M. Anderson
 
 
 
Phillip M. Anderson
 
Executive Vice President, Operations
 
 
President
 
 
 
 
 
TESORO REFINING AND
MARKETING COMPANY
 
TESORO LOGISTICS OPERATIONS LLC
 
 
 
By:
TESORO LOGISTICS LP,
By:
 

its sole member
 
 
 
 
 
Executive Vice President, Operations
 
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:
 
 
 
 
Executive Vice President, Operations
 
By:
TESORO LOGISTICS
OPERATIONS LLC,
 
 
 
 
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









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, 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


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, Tesoro Logistics Operations LLC, Tesoro and Tesoro Refining and Marketing
November 15, 2012
Anacortes Rail Terminal









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).








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)
$30,000
Electricity (PSE)
$275,000*
Water (City of Anacortes, including potable, non-potable and fire water)
$50,000


*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 this Agreement: Outside services (e.g. Environmental and Engineering Consulting) through direct bill work orders (as currently described in the Agreement).