Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies.

Commitments and Contingencies

Note 12. Commitments and Contingencies

The Partnership is subject to contingencies, including legal proceedings and claims arising out of the normal course of business that cover a wide range of matters, including, among others, environmental matters and contract and employment claims.

Purchase Commitments

The Partnership has minimum retail gasoline volume purchase requirements with various unrelated parties. These gallonage requirements are purchased at the fair market value of the product at the time of delivery. Should these gallonage requirements not be achieved, the Partnership may be liable to pay penalties to the appropriate supplier. As of

December 31, 2024, the Partnership has fulfilled all gallonage commitments. The following provides minimum volume purchase requirements at December 31, 2024 (in thousands of gallons):

2025	302,200
2026	26,800
2027	13,800
2028	6,900
2029	4,600
Thereafter	9,900
Total	364,200

Brand Fee Agreement

The Partnership entered into a brand fee agreement with ExxonMobil which entitles the Partnership to operate retail gasoline stations under the Mobil-branded trade name and related trade logos. The fees, which are based upon an estimate of the volume of gasoline and diesel to be sold at the gasoline stations acquired from ExxonMobil in 2010, are due on a monthly basis. In 2024, the brand fee agreement was extended, changing the expiration date from September 2025 to September 2030. The following provides total future minimum payments under the agreement with a non-cancellable term of one year or more at December 31, 2024 (in thousands):

2025	$	9,804
2026		11,412
2027		11,412
2028		11,412
2029		11,412
Thereafter		7,609
Total	$	63,061

Total expenses reflected in cost of sales related to this agreement were approximately $9.0 million for each of the years ended December 31, 2024, 2023 and 2022.

Other Commitments

In February 2013, the Partnership assumed access right agreements with the Port of Columbia County (formerly known as Port of St. Helens) for access rights to the rail spur and dock located at the Partnership’s Oregon facility. The total expense under these agreements amounted to approximately $0.9 million, $0.8 million and $0.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. At December 31, 2024, the remaining ratable commitment on these access right agreements, with expirations through 2066, was approximately $29.4 million.

Operating Leases

Please see Note 4 for a discussion of the Partnership’s operating lease obligations related to leases for office space and computer equipment, land, gasoline stations, railcars and barges.

Environmental Liabilities

Please see Note 15 for a discussion of the Partnership’s environmental liabilities.

Legal Proceedings

Please see Note 24 for a discussion of the Partnership’s legal proceedings.