EXHIBIT 10.6
CORPORATE SERVICES AGREEMENT
This Corporate Services Agreement, dated as of December 3, 1996 (this
"Agreement"), is entered into on, and effective as of, the Closing Date by and
among GENESIS ENERGY, L.P., a Delaware limited partnership ("Genesis MLP"),
GENESIS CRUDE OIL, L.P., a Delaware limited partnership ("Genesis OLP") and
BASIS PETROLEUM, INC., a Texas corporation ("Basis").
R E C I T A L S:
WHEREAS, the parties desire by their execution of this Agreement to evidence
their understanding concerning the providing of certain services by Basis to
Genesis OLP and Genesis MLP.
WHEREAS, capitalized terms used herein but not defined shall have the meanings
provided therefor in the Amended and Restated Agreement of Limited Partnership
of GENESIS CRUDE OIL, L.P., dated as of the Closing Date, as such agreement is
in effect on the Closing Date (the "OLP Partnership Agreement"), to which
reference is hereby made for all purposes of this Agreement. Other definitions
are set forth in Section 8.14.
THEREFORE, in consideration of the premises and the covenants, conditions, and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
ARTICLE I
SERVICES
SECTION 1.1 Services Generally.
During the Applicable Period, in exchange for the reimbursement described
herein, Basis agrees to use its reasonable best efforts to provide or cause one
or more of its Affiliates to provide to Genesis MLP and Genesis OLP
(collectively, the "Partnership Entities"), certain corporate and staff
services, including those services listed on Exhibit A hereto, and office space
(collectively, the "Services") to the extent such Services may be reasonably
requested by Genesis Energy L.L.C., a Delaware limited liability company and the
operating general partner of Genesis OLP and the general partner of Genesis MLP
(the "General Partner"), from time to time during the Applicable Period;
provided, at Basis' election, it may engage third-party contractors to provide
any Service (an "Outsourced Service") called for by this Agreement; provided,
however, any such Outsourced Service provided solely for the Partnership
Entities shall require approval of such contractor by the Partnership Entities
and approval of the terms and conditions of any such agreement governing the
Outsourced Service. The Services shall include, without limitation, and in
addition to those Services listed on Exhibit A hereto: (i) computer and
telecommunications-related services, (ii) credit, treasury and tax services,
(iii) accounting and human resource services, (iv) corporate office services and
(v) any additional services not specifically named in this Agreement or listed
on Exhibit A hereto that shall be mutually agreed upon by Basis and Genesis OLP
or Genesis MLP, as the case may be. It is expressly agreed that Basis shall not
be obligated to hire any additional employees or retain or acquire any outside
or additional assistance, equipment, computer programs or data to enable it to
provide any of the Services. In the event that the employment with Basis of an
employee providing Services pursuant to this Agreement ("Terminated Employee")
terminates voluntarily or involuntarily, Basis shall use its reasonable efforts
to continue to provide the Services provided by the Terminated Employee, but
Basis shall not be required to do so if providing such Services would
unreasonably disrupt the other operations of Basis or its Affiliates.
ARTICLE II
CANCELLATION OR REDUCTION OF SERVICES
SECTION 2.1 Notice Requirements.
Except as provided in Sections 2.2, 5.1 or 8.16 or otherwise mutually agreed
between Basis and the General Partner on behalf of the Partnership Entities,
either Basis or the General Partner on behalf of the Partnership Entities may
terminate or reduce the level of any Service or Services, other than office
space or Outsourced Services, on ninety (90) days' prior written notice to the
other party; provided, however, the office space may be terminated or reduced in
amount on one hundred eighty (180) days' prior written notice to the other
party. Genesis MLP or Genesis OLP may terminate any Outsourced Service upon
proper notice as provided in and in compliance with the agreement for such
Outsourced Service.
SECTION 2.2 Consequences of Cancellation.
Should Genesis MLP or Genesis OLP terminate or be ineligible for any Service
being provided hereunder or cease to be eligible to purchase certain Services
from Basis' third party providers (such as the inability of Genesis MLP or
Genesis OLP to use computer licenses or otherwise not qualify under certain
agreements to purchase equipment or Services as a result of Genesis MLP or
Genesis OLP not meeting the definition of "Affiliate" or in the eligibility of
Genesis MLP, Genesis OLP or the General Partner to participate in Basis'
programs such as any applicable employee related plans), Basis shall have no
liability to Genesis MLP or Genesis OLP for their failure or inability to
replace such terminated Service or Services, as the case may be. Further, if
Genesis MLP or Genesis OLP terminates any Service, Genesis MLP and Genesis OLP
agree that Basis shall not be required to provide the terminated Service to the
General Partner, Genesis MLP or Genesis OLP in the future. No agreement entered
into by Basis or any of its Affiliates after the Closing Date shall give to any
third party a preferential right to provide the General Partner or any of the
Partnership Entities with Services.
ARTICLE III
NATURE AND QUALITY OF SERVICES
SECTION 3.1 Nature and Quality of Services Generally.
The parties agree that the Services described in Exhibit A shall be performed
with reasonable care. Basis alone may determine whether or not to Outsource a
Service. To the extent Basis Outsources a Service, then Basis shall provide and
each of the Partnership Entities agrees that such Services will be of the nature
and quality provided in the agreement with the third party provider. This
Agreement is subject to all of the provisions of Basis' lease for office space
(the "Lease"). The Partnership Entities acknowledge that they have received a
copy of the Lease and are familiar with the terms thereof. The Partnership
Entities shall observe all of the rules posted by the lessor pursuant to the
Lease and will comply with all restrictions. The Partnership Entities shall
preserve the premises and personal property covered thereby and keep them free
from damage, waste and nuisance and shall deliver up same in good repair and
condition, reasonable wear and tear and damage by fire or other casualty
excepted, upon expiration of this Agreement.
ARTICLE IV
PAYMENT
SECTION 4.1 Payment Generally.
Each of the Partnership Entities, in consideration for the performance of the
Services by or on behalf of Basis agrees to reimburse Basis for (i) all direct
and indirect expenses actually incurred by Basis relating to the Services
provided by Basis hereunder to the General Partner or the Partnership Entities,
including all Administrative and General Expenditures ("Direct Charges"),
(ii) the actual cost of any item purchased for the General Partner or the
Partnership Entities by Basis ("Operating Charges"), (iii) all expenses actually
incurred by Basis for Outsourced Services or other contract services or
utilities provided by any third party providers for the General Partner or the
Partnership Entities under an agreement between Basis or any of its Affiliates
and such third party ("Outsourced Charges"), and (iv) all expenses for office
space, including any leasehold improvements, as allocated per space and per
individual by reasonable determination of Basis ("Office Charges").
ARTICLE V
INVOICING
SECTION 5.1 Invoicing for Direct Charges, Operating Charges, Outsourced
Charges and Office Charges.
Basis shall invoice, or cause its Affiliates to invoice, the General Partner, on
behalf of the Partnership Entities, by the 15th working day of each month for
all Direct Charges, Operating Charges, Outsourced Charges and Office Charges
attributable to each of the Partnership Entities with respect to the preceding
month and any adjustments that may be necessary to correct prior invoices. All
invoices shall reflect in reasonable detail a description of the Services
performed during the preceding month, and shall be due and payable on the last
day of the month in which the invoice is received. In the event of default in
payment by either of the Partnership Entities, upon thirty (30) days' written
notice to the General Partner, sent by certified mail to the address specified
below, Basis may terminate this Agreement as to those Services which relate to
the unpaid portion of the invoice if it has not received payment within such
thirty (30) days. In the event of a dispute as to the propriety of invoiced
amounts (a "Dispute"), the Partnership Entity shall pay all undisputed amounts
on each invoice, but shall be entitled to withhold payment of any amount in
dispute and shall notify Basis within ten (10) business days from receipt of the
disputed invoice of the disputed amount and the reasons each such charge is
disputed by the Partnership Entity. Basis shall provide the General Partner on
behalf of the Partnership Entity with records relating to the disputed amount so
as to enable the parties to resolve the Dispute. If the Dispute cannot be
resolved within fifteen (15) days of Basis receiving such notification, either
party may initiate arbitration proceedings in the manner provided for by Section
5.2 herein. So long as the parties are attempting in good faith to resolve the
Dispute, including the period during which the Dispute is in arbitration, Basis
shall not be entitled to terminate the Services related to and by reason of the
disputed charge.
SECTION 5.2 Arbitration of Disputed Invoiced Amounts.
Resolution of any and all Disputes arising under Section 5.1 herein shall be
exclusively governed by and settled in accordance with the provisions of this
Section 5.2; provided, however, that nothing contained herein shall preclude any
party from seeking or obtaining (i) injunctive relief or (ii) equitable or other
judicial relief, in each case to preserve the status quo, pending resolution of
Disputes hereunder. Either Basis, Genesis MLP or Genesis OLP may commence
proceedings hereunder by delivering a written notice to the other party
expressly requesting arbitration hereunder after a Dispute has remained
unresolved for the period of time specified under Section 5.1 herein. The
parties hereby agree to submit all Disputes to arbitration under the terms
hereof, which arbitration shall be final, conclusive and binding upon the
parties, their successors and assigns. The arbitration shall be conducted in
Houston, Texas by a sole arbitrator selected by mutual agreement of the parties
not later than ten (10) days after delivery of such notice or, failing such
agreement, appointed pursuant to the commercial arbitration rules of the
American Arbitration Association, as amended from time to time (the "AAA
Rules"). The arbitrators shall be generally knowledgeable about the crude oil
gathering, marketing and pipeline operating industry and the nature of the
issues to be arbitrated and shall be qualified by education, experience and
training to render a decision upon the issues in arbitration. If the arbitrator
so selected becomes unable to serve, his or her successors shall be similarly
selected or appointed. The arbitration shall be conducted in accordance with
the AAA Rules to the extent such AAA Rules do not conflict with the terms of
this Agreement. Notwithstanding the foregoing: (i) each party shall have the
right to audit the books and records of the other party that are reasonably
related to the Dispute; (ii) each party shall provide to the other party
involved in the applicable Dispute, reasonably in advance of any hearing, copies
of all documents which such party intends to present in such hearing; and (iii)
each party shall be allowed to conduct reasonable discovery through written
requests for information, document requests, requests for stipulation of fact
and depositions, the nature and extent of which discovery shall be determined by
the arbitrator, taking into account the needs of the parties and the
desirability of making discovery expeditious and cost effective. All hearings
shall be conducted on an expedited schedule, and all proceedings shall be
confidential. Any party may, at its expense, make a stenographic record
thereof. The arbitrator shall complete all hearings not later than sixty days
after his or her selection or appointment and shall make a final award not later
than thirty days thereafter. All claims presented for arbitration shall be
particularly identified, and the parties to the arbitration shall each prepare a
written statement of their position and their proposed course of action. These
written statements of positions and proposed courses of action shall be
submitted to the arbitrator. In making his or her decision, the arbitrator must
accept in its entirety the position of one party or the other and make an
arbitration award based on that party's proposed course of action. The
arbitrator shall not be empowered in reaching his or her decision to equitably
adjust and declare a result utilizing the positions espoused by both parties, or
to make decisions beyond the scope of the written statements. All costs and
expenses of arbitration, including the fees and expenses of the arbitrator or of
any experts, shall be borne equally between the prevailing and non-prevailing
party, except that each party shall pay all of its respective attorneys' fees,
consultants' fees and other costs of participating in the Arbitration
proceeding. Notwithstanding the foregoing, in no event may the arbitrator award
multiple, punitive or exemplary damages. Any arbitration award shall be binding
and enforceable against each party involved in the particular Dispute and
judgment may be entered thereon in any court of competent jurisdiction. Payment
of any such award shall be made within five (5) business days of the
arbitrator's decision.
SECTION 5.3 Finality of Undisputed Statements.
Any statement or payment not disputed in writing by either party within six
months of the date of such statement shall be considered final and no longer
subject to adjustment. Neither Genesis MLP nor Genesis OLP shall be obligated
to pay for any Direct Charges, Operating Charges, Outsourced Charges or Office
Charges for which statements for payment are submitted more than one year after
the termination of this Agreement.
ARTICLE VI
INPUT FROM THE PARTNERSHIP ENTITIES
SECTION 6.1 Input Necessary for Basis to Perform Services.
Any input or direction necessary for Basis or any third party provider to
perform any Services shall be provided by the Partnership Entities as reasonably
requested in a manner consistent with the practices utilized by Basis during the
one year period prior to the effective date hereof under this Agreement, which
manner shall not be altered except by mutual written agreement of the parties.
Should the Partnership Entities' failure to supply such input or direction
render performance of any Services by or on behalf of Basis unreasonably
difficult, Basis, upon reasonable notice, may provide a lesser quality of
Services or refuse to perform such Services.
ARTICLE VII
BENEFICIARIES
SECTION 7.1 Partnership Entities are Sole Beneficiaries.
Genesis MLP and Genesis OLP acknowledge that the Services shall be provided only
with respect to the business of Genesis MLP and Genesis OLP as described in the
Registration Statement. Neither Genesis MLP nor Genesis OLP shall request
performance of any Services for the benefit of any entity other than the General
Partner, Genesis MLP and Genesis OLP. Each of Genesis MLP and Genesis OLP
represents and agrees that it will direct that the Services be conducted only in
accordance with all applicable federal, state and local laws and regulations and
communications and common carrier tariffs, and in accordance with the reasonable
conditions, rules, regulations and specifications which may be set forth in any
manuals, materials, documents or instructions furnished from time to time by
Basis to Genesis MLP and Genesis OLP. Basis reserves the right to take all
actions, including termination of any particular Services, that Basis reasonably
believes to be necessary to assure compliance with applicable laws, regulations
and tariffs. Basis will notify the General Partner of the reasons for any such
termination of Services.
ARTICLE VIII
MISCELLANEOUS
SECTION 8.1 Limited Warranty, Limitation of Liability.
BASIS REPRESENTS THAT IT WILL PROVIDE OR CAUSE THE SERVICES TO BE PROVIDED TO
THE GENERAL PARTNER AND THE PARTNERSHIP ENTITIES WITH REASONABLE DILIGENCE.
EXCEPT AS SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, ALL PRODUCTS OBTAINED
FOR THE GENERAL PARTNER OR THE PARTNERSHIP ENTITIES ARE AS IS, WHERE IS, WITH
ALL FAULTS. BASIS AND ITS AFFILIATES MAKE NO (AND HEREBY DISCLAIM AND NEGATE
ANY AND ALL) REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT
TO THE SERVICES RENDERED OR PRODUCTS OBTAINED FOR THE GENERAL PARTNER OR THE
PARTNERSHIP ENTITIES. FURTHERMORE, NONE OF THE GENERAL PARTNER OR THE
PARTNERSHIP ENTITIES MAY RELY UPON ANY REPRESENTATION OR WARRANTY, EXPRESS OR
IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE MADE TO BASIS OR ITS AFFILIATES BY ANY PARTY (INCLUDING, AN AFFILIATE OF
BASIS) PERFORMING SERVICES ON BEHALF ON BASIS OR ITS AFFILIATES HEREUNDER,
UNLESS SUCH PARTY MAKES AN EXPRESS WARRANTY TO THE GENERAL PARTNER, GENESIS MLP
OR GENESIS OLP. HOWEVER, IN THE CASE OF OUTSOURCED SERVICES PROVIDED SOLELY FOR
THE PARTNERSHIP ENTITIES, IF THE THIRD PARTY PROVIDER OF SUCH SERVICES MAKES AN
EXPRESS WARRANTY TO BASIS, THE GENERAL PARTNER AND THE PARTNERSHIP ENTITIES ARE
ALSO ENTITLED TO CAUSE BASIS TO RELY ON SUCH WARRANTY.
IT IS EXPRESSLY UNDERSTOOD BY GENESIS MLP AND GENESIS OLP AND GENESIS MLP AND
GENESIS OLP AGREE THAT BASIS AND ITS AFFILIATES SHALL HAVE NO LIABILITY FOR THE
FAILURE OF THIRD PARTY PROVIDERS TO PERFORM ANY SERVICES HEREUNDER AND FURTHER
THAT BASIS AND ITS AFFILIATES SHALL HAVE NO LIABILITY WHATSOEVER FOR THE
SERVICES PROVIDED BY THEM UNLESS SUCH SERVICES ARE PROVIDED IN A MANNER WHICH
WOULD EVIDENCE GROSS NEGLIGENCE ON THE PART OF BASIS OR ITS AFFILIATES OR
WILLFUL OR INTENTIONAL MISCONDUCT. GENESIS MLP AND GENESIS OLP AGREE THAT THE
REMUNERATION PAID TO BASIS OR AN AFFILIATE HEREUNDER FOR THE SERVICES TO BE
PERFORMED REFLECT THIS LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES. IN
NO EVENT SHALL BASIS OR ITS AFFILIATES BE LIABLE TO THE GENERAL PARTNER, THE
PARTNERSHIP ENTITIES OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL OR
CONSEQUENTIAL DAMAGES RESULTING FROM ANY ERROR IN THE PERFORMANCE OF SERVICES OR
FROM THE BREACH OF THIS AGREEMENT, REGARDLESS OF THE FAULT OF BASIS, ANY BASIS
AFFILIATE OR ANY THIRD PARTY PROVIDER OR WHETHER BASIS, ANY BASIS AFFILIATE OR
THE THIRD PARTY PROVIDER ARE WHOLLY, CONCURRENTLY, PARTIALLY, OR SOLELY
NEGLIGENT. TO THE EXTENT ANY THIRD PARTY PROVIDER HAS LIMITED ITS LIABILITY TO
BASIS OR ITS AFFILIATE FOR SERVICES UNDER AN OUTSOURCING OR OTHER AGREEMENT,
GENESIS MLP AND GENESIS OLP AGREE TO BE BOUND BY SUCH LIMITATION OF LIABILITY
FOR ANY PRODUCT OR SERVICE PROVIDED TO THE GENERAL PARTNER OR ANY PARTNERSHIP
ENTITY BY SUCH THIRD PARTY PROVIDER UNDER BASIS'S OR SUCH AFFILIATE'S AGREEMENT.
Section 8.2 Indemnity.
IT IS EXPRESSLY UNDERSTOOD BY EACH OF GENESIS MLP AND GENESIS OLP AND GENESIS
MLP AND GENESIS OLP AGREE TO INDEMNIFY AND HOLD HARMLESS BASIS AND ITS
AFFILIATES FROM AND AGAINST ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES, JOINT OR
SEVERAL, EXPENSES (INCLUDING LEGAL FEES AND EXPENSES), JUDGMENTS, FINES,
PENALTIES, INTEREST SETTLEMENTS AND OTHER AMOUNTS ARISING FROM ANY AND ALL
CLAIMS, DEMANDS, ACTIONS, SUITS OR PROCEEDINGS, WHETHER CIVIL, CRIMINAL,
ADMINISTRATIVE OR INVESTIGATIVE, IN WHICH BASIS OR ITS AFFILIATES MAY BE
INVOLVED OR IS BELIEVED TO BE INVOLVED, AS A PARTY OR OTHERWISE, BY REASON OF
ITS STATUS OR SERVICES RENDERED OR ARISING FROM THE PROVISION OF SERVICES UNDER
THIS AGREEMENT, UNLESS DUE TO GROSS NEGLIGENCE OR WILLFUL OR INTENTIONAL
MISCONDUCT ON THE PART OF BASIS OR ITS AFFILIATES.
Section 8.3 Force Majeure.
BASIS SHALL HAVE NO OBLIGATION TO PERFORM OR CAUSE THE SERVICES TO BE PERFORMED
IF ITS FAILURE TO DO SO IS CAUSED BY OR RESULTS FROM ANY ACT OF GOD,
GOVERNMENTAL ACTION, NATURAL DISASTER, STRIKE, FAILURE OF ESSENTIAL EQUIPMENT OR
ANY OTHER CAUSE OR CIRCUMSTANCE BEYOND THE CONTROL OF BASIS, OR, IF APPLICABLE,
ITS AFFILIATES OR THIRD PARTY PROVIDERS OF SERVICES TO BASIS ("Event of Force
Majeure"). Basis will notify the General Partner of any Event of Force Majeure.
Basis agrees that upon the restoration of Services following any Event of Force
Majeure, Basis will allow Genesis MLP and Genesis OLP to have equal priority
with Basis and its Affiliates, in accordance with prior practice, with respect
to access to the restored Service.
SECTION 8.4 Waiver of Trial, by Jury.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION 8.4.
SECTION 8.5 Severability.
In the event any portion of this Agreement shall be found by a court of
competent jurisdiction to be unenforceable, that portion of this Agreement will
be null and void and the remainder of this Agreement will be binding on the
parties as if the unenforceable provisions had never been contained herein.
SECTION 8.6 Assignment.
Except for the ability of Basis to cause one or more of the Services to be
performed by another Basis Affiliate or third party provider, no party shall
have the right to assign its rights or obligations under this Agreement without
the consent of the other party.
SECTION 8.7 Entire Agreement, Supersedure.
This Agreement constitutes the entire agreement of the parties relating to the
performance of the Services, and all prior or contemporaneous written or oral
agreements are merged herein.
SECTION 8.8 Choice of Law.
This Agreement shall be subject to and governed by the laws of the State of
Texas, to the extent permitted by law, excluding any conflicts-of-law rule or
principle that might refer the construction or interpretation of this Agreement
to the laws of another state.
SECTION 8.9 Amendment or Modification.
This Agreement may be amended or modified from time to time only by a written
amendment signed by Genesis MLP, Genesis OLP and Basis.
SECTION 8.10 Conflicts.
In the event of any conflict between the terms of this Agreement and the
Conveyance Agreement or between the terms of this Agreement and the Transition
Services Agreement, the terms of the Conveyance Agreement or this Agreement, as
the case may be, shall control.
SECTION 8.11 Notices.
Any notice, request, instruction, correspondence or other document to be given
hereunder by any party to any other party (collectively, "Notice") shall be in
writing and delivered personally, by mail, postage prepaid, or by telegram or
telecopier, as follows:
If to Basis:
Basis Petroleum, Inc.
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: President
with a copy to General Counsel
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
If to Genesis MLP or Genesis OLP:
Genesis Energy, L.P.
Genesis Crude Oil, L.P.
c/o Genesis Energy, L.L.C.
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: President
with a copy to General Counsel
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
Notice given by personal delivery or mail shall be effective upon actual
receipt. Notice given by telegram or telecopier shall be effective upon actual
receipt if received during the recipient's normal business hours, or at the
beginning of the recipient's next business day after receipt if not received
during the recipient's normal business hours. Any party may change the address
to which Notice is to be given to such Party by giving Notice as provided above
of such change of address.
SECTION 8.12 Further Assurances.
In connection with this Agreement and all transactions contemplated by this
Agreement each signatory party hereto agrees to execute and deliver such
additional documents and instruments as may be required for Basis to provide the
Services hereunder and to perform such other additional acts as may be necessary
or appropriate to effectuate, carry out and perform all of the terms, provisions
and conditions of this Agreement.
SECTION 8.13 Acknowledgment Regarding Certain Provisions.
EACH OF THE PARTIES HERETO SPECIFICALLY ACKNOWLEDGES AND AGREES (a) THAT IT HAS
A DUTY TO READ THIS AGREEMENT AND THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE
OF THE TERMS HEREOF, (b) THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY
INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS
OF THIS AGREEMENT, AND (c) THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS
AGREEMENT PROVIDE FOR THE ASSUMPTION BY ONE PARTY OF, AND/OR RELEASE OF THE
OTHER PARTY FROM, CERTAIN LIABILITIES ATTRIBUTABLE TO THE MATTERS COVERED BY
THIS AGREEMENT THAT SUCH PARTY WOULD OTHERWISE BE RESPONSIBLE FOR UNDER THE LAW.
EACH PARTY HERETO FURTHER AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE
VALIDITY OR ENFORCEABILITY OF ANY SUCH PROVISIONS OF THIS AGREEMENT ON THE BASIS
THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT SUCH
PROVISIONS ARE NOT "CONSPICUOUS".
Section 8.14 Definitions.
The following terms shall have the indicated meanings for the purposes of this
Agreement:
"Administrative and General Expenditures" shall mean all administrative and
general expenditures, including (i) salaries, bonus, incentive compensation and
related benefits, payroll taxes and expenses of personnel who render Services
related to the business or administration of Genesis MLP or Genesis OLP, (ii)
charges related to the computer and telecommunications services, (iii) the
administrative fee charged by Basis Affiliates to manage, administer and ▇▇▇▇
for third party contracts related to the provision of Services hereunder, but
administrative and general expenditures shall not include charges related to
Basis' senior executive management. The Administrative and General Expenditures
shall be allocated to the General Partner in a fair and reasonable manner
determined by Basis in its sole discretion.
"Affiliate" shall mean, with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question; provided,
however, that for the purposes of this Agreement neither the General Partner,
Genesis MLP, Genesis OLP, nor any Person controlled by Genesis MLP, Genesis OLP
or the General Partner shall be deemed to be an Affiliate of Basis. Salomon Inc
shall be deemed an Affiliate of Basis for purposes of this Agreement. As used
herein, the term "control" means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or
otherwise.
"Applicable Period" shall mean the period from the Closing Date to the date that
neither the General Partner nor an Affiliate of Basis is the general partner of
Genesis OLP.
"Outsource" shall mean to cause a Service to be provided by a third party
provider.
"Transition Services Agreement" shall mean that certain Transition Services
Agreement, dated as of the date hereof, among Genesis LLC, Basis and ▇▇▇▇▇▇
Corporation, a Delaware corporation, ▇▇▇▇▇▇ Crude Oil Company, a Delaware
corporation, and ▇▇▇▇▇▇ Transportation Services, Inc., a Delaware corporation.
SECTION 8.15 No Third Party Beneficiary.
The provisions of this Agreement are enforceable solely by the parties to this
Agreement, and no Limited Partner, Assignee or other Person shall have the
right, separate and apart from the Partnership Entities, to enforce any
provision of this Agreement or to compel any party to this Agreement to comply
with the terms of this Agreement; provided, however, that Basis' Affiliates and
vendors are third party beneficiaries of those provisions of this Agreement that
apply to Basis' Affiliates and vendors and may enforce such provisions directly
against Genesis MLP and Genesis OLP.
SECTION 8.16 Termination.
This Agreement shall terminate upon the expiration of the Applicable Period
except for liabilities or obligations accruing prior to such termination. In
addition to the terms provided in Sections 2.1, 2.2 or 5.1 or as mutually or
otherwise agreed between Basis and the Partnership Entities, either the General
Partner on behalf of Genesis MLP and Genesis OLP or Basis shall have the right
to terminate this Agreement by giving written notice, signed by the terminating
party, to the other party and this Agreement shall terminate one hundred eighty
(180) days from the date on which notice is delivered.
SECTION 8.17 Headings; References; Interpretation.
All Article or Section headings in this Agreement are for convenience only and
shall not be deemed to control or affect the meaning or construction of the
provisions hereof. The definitions in this Agreement shall apply equally to both
the singular and plural forms of the terms defined. All personal pronouns used
in this Agreement, whether used in the masculine, feminine or neuter gender,
shall include all other genders, and the singular shall include the plural and
vice versa. The use herein of the word "including" following any general
statement, term or matter shall not be construed to limit such statement, term
or matter to the specific items or matters set forth immediately following such
word or to similar items or matters, whether or not nonlimiting language (such
as "without limitation," "but not limited to," or words of similar import) is
used with reference thereto, but rather shall be deemed to refer to all other
items or matters that could reasonably fall within the broadest possible scope
of such general statement, term or matter.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
on their behalf by their duly authorized officers.
BASIS PETROLEUM, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman of the Board, President and
Chief Executive Officer
GENESIS ENERGY, L.P., a Delaware limited
partnership
By: GENESIS ENERGY, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief Executive Officer
GENESIS CRUDE OIL, L.P., a Delaware limited
partnership
By: GENESIS ENERGY, L.L.C., a Delaware
limited liability company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief Executive Officer
EXHIBIT A
Attached to and made part of that certain
Corporate Services Agreement
Employee Relations
Personnel File Management
HRIS System Data Entry, Updates & Reports Recruitment (Salaried Employees Only)
Termination/COBRA Administration
New Employee Orientation:
-- Corporate (full treatment)
-- Field (paperwork only)
Employee Counseling
Managerial Counseling
Drug & Alcohol Policy Administration
Development of Affirmative Action Plan
Assistance in response to claims:
-- Equal Employment Opportunity
-- State Department on Human Rights
Policy Development
Unemployment Claims
Employee Assistance Program
Temporary Hires (Corporate Only)
Workers Compensation
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (▇▇▇-▇, ▇▇▇▇-▇▇▇,
VETS-100, I-9, FMLA, ADA, FLSA,
Site Postings)
Budget (Salary & Overhead)
Employment Verification:
-- Recruits
-- Mortgage and Loan Processing
Compensation Administration
Salary Survey
Organization Charts
Relocation
Bus Pass, Parking, Health Club
Benefits
Plan Creation & Administration: Premium Billing
-- Medical (POS (In/Out & 3 HMO'S) Hardship Withdrawals
-- Dental (Core & Optional) QDROs
-- Short Term Disability 401(k) Match
-- Long Term Disability (Core & Optional) 401(k) Loans
-- Group Term Life (Core & Optional) 401(k) Audit
-- Dependent Life Summary Plan Descriptions
-- AD&D (Core & Optional) 5500 Filing
-- Business Travel & Accident Summary Annual Report
-- Employee Assistance Program ERISA Compliance
-- COBRA Qualified Plan Department of Labor approvals
& Plan Documentation Updates
-- Flexible Spending Accounts Benefit Cost Analysis & Reporting
-- Vision ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Investments
-- Prescription Drugs
-- Retiree Medical & Life
-- 401(k)
-- Profit Share
Payroll
Timesheet Processing (hourly & non-exempt) W-2's
Driver Logs Federal Taxes (Social Security, Medicare, FIT)
Company Vehicle Mileage Reports State Income Taxes
Payroll / Bonus / Manual Checks State & Federal Unemployment
Check Distribution Bank Reconciliations
Direct Deposit Invoice Reconciliations
Savings Bonds Workers Comp ▇▇▇▇▇▇▇▇
401(k) 2-way downloads Automated Systems Maintenance (DG & Ceridian)
401(k) Wire Transfers Stop Payments
Payroll Balancing Accounting Overdraft Protection
Garnishments Audit Support (Internal & External)
Labor Distribution Salary Continuance
General Ledger Interface Attendance Reporting
Office Services
(Corporate Office Only)
-- Receptionist/Switchboard
-- Mail Processing
-- Courier Processing
-- Shipping/Receiving
-- Ordering Supplies and Printed Materials
-- Records Management Services (moving boxes in/out of storage, control
system)
-- Facilities Management Services (move coordination, maintenance of
furniture, file systems, building services, security, etc.)
-- Equipment acquisition and maintenance coordination (copiers, pagers, fax
machines, microfiche reader/printers, typewriters, etc.)
Credit and Treasury
Credit Services:
Negotiate and maintain credit lines (incoming and outgoing)
Monitor credit exposures to/from counterparties
Provide counterparty credit review and analysis
Calculate Salomon guaranty usage fees
Maintain credit files
Provide credit and information agency reports
Treasury Services:
Maintain internal and external credit facilities for loans and letters of credit
Provide cash management
Provide money market investment services
Negotiate and maintain bank services
Manage NYMEX margin and financial credit support
Negotiate and manage derivative collateral requirements
Tax Department Service
Review work plan of Accounting Firm vendor.
Monitor qualified income compliance.
Prepare FIT tax adjustments, monthly taxable income schedules, depreciable asset
database and state tax information for Genesis OLP.
Review asset computation subsystem product.
Review and monitor customized tax package production.
Monitor and communicate status of process to management.
Monitor investor response service during 6 week period and provide same service
during balance
of the year.
Process federal and state filings of Genesis OLP tax returns.
Prepare and review federal and state income tax returns and annual reports for
the LLC.
Provide technical support to division order tax functions.
Provide technical support to sales tax function for pipeline.
Provide technical support to ad valorem tax function; i.e. maintain property
database.