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DocuSign Envelope ID: C327FODO-D8DF-4343-B5DB-90853D1ED8AA
<br />GUARANTEED SUPPLY AGREEMENT
<br />Exhibit A - RFP E-03-22
<br />'I'his is a Guaranteed Supply Agreement dated November 2, 2016 between Marathon Petroleum Company LP ("MPC"), a Delaware limited partnership
<br />with offices at 539 South Main Street, Findlay, Ohio 45340 and Port Consolidated, Inc. ('Port Consolidated"). a Florida corporation with offices at 3141
<br />SE 14th Avenue. Fort Lauderdale, Florida 33316.
<br />1. Definitions. "Products" shall mean gasoline, gasohol and distillates of all grades and types as are generally offered to MPC's wholesale Reseller
<br />customers at a Terminal from time to time. "Terminal," "10 -Day Volume," and "Monthly Volume;' shall refer to the MPC temtinals and the associated
<br />quantities (in gallons) listed in the table in Section 3, if applicable. "Month" (capitalized or not) shall mean a calendar month. "10 -Day Period" shall mean
<br />10 calendar days in a Montt, beginning on the first day of the Month. The last 10 -Day Period in a Month must end on the last calendar day of the Montt
<br />and can be shorter or longer than 10 days depending on the amount of days in the Month.
<br />2, Term, The initial term of this Agreement is from January 1, 2017 to December 31, 2017, inclusive. This Agreement shall automatically renew fur tip
<br />to two successive one-year renewal terms) unless either party gives written notice of non -renewal at least 60 days prior to the end of the initial term or
<br />any subsequent one-year renewal tern. In no instance shall this Agreement extend beyond December 31, 2019.
<br />3. Quantity, (A) During each Month, Port Consolidated shall purchase 100% of the Monthly Volumes of each Product at the associated Terminal as
<br />shown in the table below. (B) During each 10 -Day Period, Port Consolidated shall purchase the 10 -Day Volumes of each Product at the associated
<br />Terminal as shown in the table below. (1) IYtPC shall not guarantee availability of Product for Port Consolidated's purchase in amounts greater than
<br />110% of the Ill -Day Volumes set forth in the table below. (2) During any 10 -Day Period, all Product purchases over 110% of the 10 -Day Volumes shall
<br />not apply toward Port Consolidated's obligation to purchase the Monthly Volumes. (C) In the event the needs of Port Consolidated increase beyond
<br />the volumes specified in the table below, Port Consolidated shall notify the MPC Regional Office in writing of the additional volume requested at least
<br />30 days prior to lifting. The MVC Regional Office shall assess Product availability. and if the parties mutually agree, shall amend the volumes in the table
<br />set forth below.
<br />Terminal
<br />Product Date Ran a
<br />10 -Da Volume
<br />Monthl Volume
<br />Tama
<br />GAS01101. 'TERM
<br />125.000
<br />375,000
<br />Tama
<br />ULSD TERM
<br />616,666
<br />1,350,000
<br />Fort Lauderdale
<br />GASOHOL TERM
<br />275.000
<br />325,000
<br />F.rt I.audcrdale
<br />�J1.5D l'FRM
<br />750,000
<br />2,250,000
<br />TOTAL MONTHLY VOLUME
<br />51300000
<br />4. Price. The price for any given load of Product shall be the applicable MPC Wholesale Reseller Price in effect at the following Terminal(s) as of the
<br />time that lifting ends: Tampa and Fort Lauderdale,
<br />Port Consolidated acknowledges and agrees that IVIPC may use the Wholesale Reseller Price to manage customer liftings when 1vIPC's Product supply at
<br />a Terminal is limited and Port Consolidated waives the right to claim that this method of pricing is unfair, anti-competitive, tortious, or a breach of
<br />contract.
<br />5. Remedies. (A) HIPC will, at its sole discretion, invoice Port Consolidated on a monthly basis an underlifting fee of $.0300 per gallon not lifted if
<br />Port Consolidated fails to lift 100% of the Monthly Volumes of each Product at the associated Terminal as shown in the table in Section 3. Port
<br />Consolidated shall pay MPC within 15 days after receipt of the invoice for any applicable underlifting fees charged by MPC. No failure by MPC to
<br />charge for any underlifting fees to which it would be entitled in any given month shall operate as or imply any existing or future waiver of the right to
<br />charge such fees, nor shall it, in any way, limit or alter the rights of MPC set forth herein or prevent MPC from asserting its rights herein through
<br />estoppels or any similar legal theory, (B) MPC may cancel this Agreement upon 15 days' advance written notice if for any two consecutive months, Port
<br />Consolidated fails to purchase the Monthly Volumes at the associated Terminal as shown in the table in Section 3. (C) If a supply interruption occurs at
<br />a Terminal, MPC may request Port Consolidated, to the extent logistically feasible, to lift Products at another MPC Terminal.
<br />6. General. (A) THE ATTACHED PRODUCT SALES TERMS ARE PART Or THIS AGREEMENT, but the terms herein shall prevail over
<br />any Conflicting terms in the Product Sales Terms. (B) The fee in Section 5(A) is not a penalty but is a reasonable liquidated damage amount. (C) This
<br />Agrctement has been executed in two original counterparts. (D) Port Consolidated has the right to disclose the terms and conditions contained herein
<br />with its agents, employees, directors and officers with a need to know, however these terms and conditions are confidential, and any unauthorized
<br />disclosure by Port Consolidated without the express written consent of MPC is a material breach of this Agreement.
<br />Marathon Petroleum Company LP Port
<br />By, MPC Investment LLC, its General Partner
<br />By: �nrna By:
<br />i- \ '�
<br />Title: --�a � 9 't • (1 n fide:
<br />1425985.DOCX 1 17), 0)!?J I I
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