| Related Party Transactions Disclosure [Text Block] | 17. Related Party Transactions Certain of our employees are shared employees with Western. We are party to a services agreement with Western under which Western shares certain employees with us. These employees are responsible for operation and maintenance of and other services related to the assets we own and operate. Western employees provide these services under our direction, supervision and control pursuant to this services agreement. Western also provides us with support for accounting, legal, human resources and various other administrative functions. We have incurred indirect charges from Western for the allocation of services including executive oversight, accounting, treasury, tax, legal, procurement, engineering, logistics, maintenance, information technology and similar items. We classify these indirect charges between operating and maintenance expenses and selling, general and administrative expenses based on the functional nature of the employee and other services that Western provides for our operations. Indirect charges from Western that we include within our selling, general and administrative and operating and maintenance expenses were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 (In thousands) Indirect charges: Operating and maintenance expenses $ 10,580 $ 10,441 $ 31,039 $ 28,128 Selling, general and administrative expenses 2,292 1,929 6,205 6,199 Total indirect charges $ 12,872 $ 12,370 $ 37,244 $ 34,327 Our management believes the indirect charges allocated to us from Western are a reasonable reflection of our utilization of Western's service in connection with our operations. We also incur direct charges to support our operations and administration. The indirect allocations noted above may not fully reflect the additional expenses that we would have incurred had we been a stand-alone company during the periods presented. Commercial Agreements with Western Logistics Segment Agreements We derive substantially all of our logistics revenues from three fee-based agreements with Western, each with initial ten-year terms subject to extension, supported by minimum volume commitments and annual adjustments to fees that we and Western may renew for two additional five-year periods upon mutual agreement. Western has committed to provide us with minimum fees based on minimum monthly throughput volumes of crude oil and refined and other products and reserved storage capacity. Pipeline and Gathering Services Agreement We are party to a pipeline and gathering services agreement, as amended, with Western under which we transport crude oil on our Permian Basin system primarily for use at Western's El Paso refinery and on our Four Corners system to Western's Gallup refinery. We charge Western fees for pipeline movements, truck offloading and product storage. In connection with the TexNew Mex Pipeline Acquisition, WNRL entered into Amendment No. 1 to the Pipeline and Gathering Services Agreement, dated as of October 16, 2013, with Western (the "Amendment of the Pipeline Agreement"). Among other things, the Amendment of the Pipeline Agreement amends the scope of the existing agreement to include the provision of storage services and a minimum volume commitment of 80,000 barrels of storage at the Star Lake storage site. In this Amendment of the Pipeline Agreement, Western provided a minimum volume commitment of 13,000 bpd of crude oil on the TexNew Mex Pipeline for 10 years from the date of the Amendment of the Pipeline Agreement. In connection with the TexNew Mex Pipeline Acquisition, the General Partner adopted certain amendments to the First Amended and Restated Agreement of Limited Partnership of the Partnership by adopting the Second A&R Partnership Agreement. The amendments contained in the Second A&R Partnership Agreement create a new class of limited partner interests in the Partnership, referred to as the TexNew Mex Units, and set forth the rights, preferences and obligations of the TexNew Mex Units. The Second A&R Partnership Agreement created the TexNew Mex Shared Segment and the TexNew Mex Units. The TexNew Mex units are generally entitled to participate in 80% of the economics attributable to the TexNew Mex Shared Segment resulting from crude oil throughput on the TexNew Mex shared segment above the 13,000 bpd. To the extent there is sufficient available cash from operating surplus under the Second A&R Partnership Agreement, the holder of the TexNew Mex Units will be entitled to receive a distribution equal to 80% of the excess of TexNew Mex Shared Segment Distributable Cash Flow over the TexNew Mex Base Amount (as such terms are defined in the Second A&R Partnership Agreement). To the extent the holder of a TexNew Mex Unit is entitled to such a distribution, that distribution will be preferential to all other unit holder distributions. During the three and nine months ended September 30, 2016 and 2015 , the TexNew Mex Units were not entitled to any distributions. See Note 11, Equity , for further discussion. Terminalling, Transportation and Storage Services Agreements Southwest We entered into a terminalling, transportation and storage services agreement, as amended, with Western under which we have agreed to, among other things, distribute products produced at Western’s Southwest refineries, connect Western’s Southwest refineries to third-party pipelines and systems and provide fee-based asphalt terminalling and processing services. For the use of our network of crude oil and refined products terminals and related assets and storage facilities, we charge Western fees for crude oil, blendstock and refined product storage, shipments into and out of storage and additive and blending services. For the use of our asphalt plant and terminal in El Paso and our three stand-alone asphalt terminals, we charge Western fees for asphalt storage, shipments into and out of asphalt storage and asphalt processing and blending. St. Paul Park In connection with the St. Paul Park Logistics Transaction , we entered into the St. Paul Park Terminalling Agreement . Pursuant to the St. Paul Park Terminalling Agreement , we agreed to provide product storage services, product throughput services and product additive and blending services at the terminal facilities located at or near Western's refinery in St. Paul Park, Minnesota. In exchange for such services, Western has agreed to certain minimum volume commitments and to pay certain fees. The St. Paul Park Terminalling Agreement will have an initial term of ten years, which may be extended for up to two renewal terms of five years each upon the mutual agreement of the parties. Wholesale Segment Agreements In connection with WNRL's purchase of all of the outstanding limited liability company interests of Western Refining Wholesale, LLC from Western on October 15, 2014 (the "Wholesale Acquisitions"), we entered into the following 10-year agreements with Western. These agreements include certain minimum volume commitments by Western. Product Supply Agreement Under the product supply agreement, as amended, Western supplies, and we purchase, 79,000 bpd of refined products. The price per barrel is based upon OPIS or Platts indices on the day of delivery. Pricing is subject to annual revision based on mutual agreement between us and Western. The agreement provides for make-up payments to us in any month that our average margin on non-delivered rack sales is less than a certain amount. Fuel Distribution and Supply Agreement Western purchases all of its retail requirements for branded and unbranded motor fuels for its retail and unmanned fleet fueling sites at a price per gallon that is $0.03 above our cost. Western purchases a minimum of 645,000 barrels per month of branded and unbranded motor fuels for its retail and unmanned fleet fueling sites. In any month that Western doesn’t purchase the minimum volume, Western will pay us $0.03 per gallon shortfall. In any month in which Western purchases volumes in excess of the minimum, we will pay Western $0.03 p er gallon over the minimum until the balance of the trailing twelve month shortfall payments is reduced to $0 . Crude Oil Trucking Transportation Services Agreement Under the crude oil trucking and transportation services agreement, as amended, Western pays a flat rate per mile per barrel plus monthly fuel adjustments and customary applicable surcharges. The rates are subject to adjustment annually based on mutual agreement between us and Western. Western has agreed to contract a minimum of 1.525 million barrels of crude oil to us for hauling each month. Asphalt Trucking Transportation Services Agreement On May 4, 2016 , our subsidiary, Western Refining Wholesale, LLC, entered into an Asphalt Trucking Transportation Services Agreement with two subsidiaries of Western, Western Refining Company, L.P., a Delaware limited partnership, and, for certain limited purposes stated therein, Western Refining Southwest, Inc., an Arizona corporation. Under the Asphalt Trucking Transportation Services Agreement, Western will pay us a flat rate per mile per ton plus monthly fuel adjustments and customary applicable surcharges for transporting asphalt volumes for Western. The rates are subject to adjustment annually based on mutual agreement between us and Western. Volumes of asphalt transported pursuant to this agreement will be credited, on a barrel per barrel basis, towards Western’s contract minimum under the Crude Oil Trucking Transportation Services Agreement. Under this Agreement, Western has given us the first option to transport all asphalt volumes Western transports by truck. Western’s obligations under all of our commercial agreements will not terminate if Western no longer controls our general partner. Our commercial agreements include provisions that permit Western to suspend, reduce or terminate its obligations under the applicable agreement if certain events occur. These events include Western deciding to permanently or indefinitely suspend refining operations at one or all of its refineries, as well as our being subject to certain force majeure events that would prevent us from performing required services under the applicable agreement. Other Agreements with Western Omnibus Agreement We entered into an omnibus agreement with Western, certain of its subsidiaries and our general partner. The omnibus agreement addresses the following items: • our obligation to reimburse Western for the provision by Western of certain general and administrative services (this reimbursement is in addition to certain expenses of our general partner and its affiliates that are reimbursed under our partnership agreement and services agreement), as well as certain other direct or allocated costs and expenses incurred by Western on our behalf; • our rights of first offer to acquire certain logistics assets from Western; • an indemnity by Western for certain environmental and other liabilities, and our obligation to indemnify Western for events and conditions associated with the operation of our assets that occur after closing of the Offering and for environmental liabilities related to our assets to the extent Western is not required to indemnify us; • Western’s transfer of certain environmental permits related to our assets to us and our use of such permits prior to the transfer thereof; and • the granting of a license from Western to us with respect to use of certain Western trademarks and our granting of a license to Western with respect to use of certain of our trademarks. The omnibus agreement generally terminates in the event of a change of control of us or our general partner. Contribution, Conveyance and Assumption Agreement dated September 25, 2014 We entered into a contribution agreement with Western on September 25, 2014, under which we acquired all of the outstanding limited liability company interests of Western Refining Wholesale, LLC (“WRW”), which owned substantially all of Western’s southwest wholesale assets. Among other things, Western agreed to indemnify us with respect to liabilities related to certain historical assets and operations of WRW that were not contributed to us in the Wholesale Acquisition. In addition, Western made certain representations and warranties regarding the assets of WRW, including with respect to environmental matters, and agreed to indemnify us for breaches of those representations and warranties, subject to specified deductibles, caps and other limitations. Contribution, Conveyance and Assumption Agreement dated October 30, 2015 We entered into a Contribution, Conveyance and Assumption Agreement with Western in connection with the TexNew Mex Pipeline Acquisition. Western made certain representations and warranties regarding the acquired assets, including with respect to environmental matters, and agreed to indemnify us for breaches of those representations and warranties, subject to specified deductibles, caps and other limitations. Contribution, Conveyance and Assumption Agreement dated September 7, 2016 We entered into a Contribution, Conveyance and Assumption Agreement with Western in connection with the St. Paul Park Logistics Transaction . Western made certain representations and warranties regarding the acquired assets and the St. Paul Park Logistics Transaction , as well as customary covenants and indemnity provisions. The parties agreed to indemnify each other with regards to breaches of their respective representations, warranties and covenants set forth in the agreement. The parties have also agreed, subject to certain limitations, to indemnify each other with regards to environmental losses arising from the operation of the St. Paul Park Logistics Assets during the parties’ respective periods of ownership of the St. Paul Park Logistics Assets . In addition, WNRL has agreed, subject to certain exceptions, to assume the liabilities arising from the ownership and operation of the St. Paul Park Logistics Assets and has agreed to indemnify Western with respect to such assumed liabilities. Services Agreements We entered into a services agreement with Western under which we reimburse Western for its provision to us of certain personnel to provide operational services to us and under our supervision in support of our pipelines and gathering assets and terminalling and storage facilities, including routine and emergency maintenance and repair services, routine operational activities, routine administrative services, construction and related services and such other services as we and Western may mutually agree upon from time to time. Western will prepare a maintenance, operating and capital budget on an annual basis subject to our approval. Western submits actual expenditures for reimbursement on a monthly basis, and we reimburse Western for providing these services. We may terminate any of the services provided by the personnel provided by Western upon 30 days prior written notice. Either party may terminate this agreement upon prior written notice if the other party is in material default under the agreement and such party fails to cure the material default within 20 business days. The services agreement has an initial term of ten years and may be renewed by two additional five-year terms upon our agreement with Western evidenced in writing prior to the end of the initial term of ten years or the first renewal term of five years. If a force majeure event prevents a party from carrying out its obligations (other than to make payments due) under the agreement, such obligations, to the extent affected by force majeure, will be suspended during the continuation of the force majeure event. These force majeure events include acts of God, strikes, lockouts or other industrial disturbances, wars, riots, fires, floods, storms, orders of courts or governmental authorities, explosions, terrorist acts, accidental disruption of service, breakage, breakdown of machinery, storage tanks or lines of pipe and inability to obtain or unavoidable delays in obtaining material or equipment and any other circumstances not reasonably within the control of the party claiming suspension and that by the exercise of due diligence such party is unable to prevent or overcome. On May 4, 2015, we entered into a Joinder Agreement with Western and Northern Tier Energy LP ("NTI") that joined us as a party to the Shared Services Agreement, dated October 30, 2014, between Western and NTI and under which Western and NTI provide services to each other in support of their operations. Under the Joinder Agreement, we provide certain scheduling and other services in support of NTI’s operations and NTI reimburses us for the costs associated with providing such services. During the three and nine months ended September 30, 2016 and 2015 , we incurred expenses of $0.1 million , $0.3 million , $0.1 million and $0.2 million , respectively, that are reimbursable from NTI under the Shared Services Agreement. Leasing Agreements We entered into three separate ground lease and access agreements with Western. All three agreements are for 10-year terms with provision for automatic renewal of up to four consecutive 10-year periods. Under each separate agreement, WNRL pays nominal annual rents. Rents due under these three agreements in the aggregate are less than $0.1 million over the initial term of the agreements. |
