Exhibit 10.3
STORAGE AND TERMINALING SERVICES AGREEMENT
between
TOLEDO TERMINALING COMPANY LLC,
and
PBF HOLDING COMPANY LLC
TABLE OF CONTENTS
1
DEFINITIONS
2
(a)Capitalized terms
2
(b)Construction of Agreement
7
2
STORAGE AND SERVICES
7
(a)Commitment
7
(b)Ancillary Services
8
(c)Dedicated Storage
8
(d)Tank Heels
8
(e)Excess Throughput
8
3
COMMENCEMENT DATE
8
4
TERM
8
(a)Initial Term and Extension Terms
8
(b)Termination
9
5
SERVICE FEES
9
(a)Services Fees
9
(b)Adjustment to Storage Services Fees
9
(c)Rate and Fee
9
(d)Shortfall Payments
10
6
STORAGE FACILITY SERVICE ORDERS
10
(a)Description
10
(b)Included Items
10
(c)Fee Increases
10
(d)Conflicts
11
7
CAPABILITIES OF FACILITIES
11
(a)Maintenance and Repair
11
(b)Tank Capacity Resolution
11
(c) PBF's Right To Cure
12
8
REIMBURSEMENT; SURCHARGES
12
(a)Reimbursement
12
(b)Surcharges
13
i
9
TANK MODIFICATION AND CLEANING; REMOVAL OF PRODUCT
13
(a)Tank Modifications
13
(b)Responsibility for Fees
14
(c)Removal of Product
14
10
NEWLY IMPOSED TAXES AND REGULATIONS
14
11
PAYMENTS
14
12
SCHEDULING
15
13
MEASUREMENT
15
14
CUSTODY TRANSFER AND TITLE
15
15
OPERATING PROCEDURES; SERVICE INTERRUPTIONS
15
(a)Operating Procedures for PBF
15
(b)Operating Procedures for Operator
15
(c)Service Interruptions
16
16
LIENS
16
17
PREFERENTIAL STORAGE RIGHTS
16
(aSubsequent Lease Agreements
16
(b)New Storage Facility Service Order
16
18
COMPLIANCE WITH LAW AND GOVERNMENT REGULATIONS
17
(a)Compliance With Law
17
(b)Licenses and Permits
17
(c)Applicable Law
17
(d)New Or Changed Applicable Law
17
19
LIMITATION ON LIABILITY
17
20
INDEMNIFICATION
18
(a)Operator Indemnities
18
(b)PBF Indemnities
18
ii
21
TERMINATION; RIGHT TO ENTER INTO A NEW AGREEMENT
19
(a)Termination for Default
19
(b)Other Breaches
20
(c)Obligations at Termination
20
22
FORCE MAJEURE
20
(a)Force Majeure
20
(b)Termination Notice
20
23
SUSPENSION OF REFINERY OPERATIONS
21
24
ASSIGNMENT; CHANGE OF CONTROL
21
(a)Assignment by PBF
21
(b)PBF Designee
21
(c)Operator Assignment
22
(d)Terms of Assignment
22
(e)Change of Control
22
25
ACCOUNTING PROVISIONS AND DOCUMENTATION; AUDIT
22
(a)Storage Services Fee Documentation
22
(b)Inspection
22
(c)Access
23
26
INSURANCE
23
(a)Coverage
23
(b)Waiver of Subrogation
24
(c)Insurance Certificates
25
(d)Self-Insurance
25
27
NOTICE
25
28
ARBITRATION
27
29
CONFIDENTIAL INFORMATION
28
(a)Obligations
28
(b)Required Disclosure
28
(c)Return of Information
28
(d)Receiving Party Personnel
28
(e)Survival
29
iii
30
NATURE OF TRANSACTION AND RELATIONSHIP OF PARTIES
29
(a)Independent Contractor
29
(b)No Agency
29
31
MISCELLANEOUS
(a)Modification; Waiver
29
(b)Integration
29
(c)Cumulative Remedies
30
(d)Governing Law; Jurisdiction
30
(e)Counterparts
30
(f)Severability
30
(g)No Third Party Beneficiaries
30
(h)
Time is of the Essence
30
(i)
Further Assurances
30
(j)
Survival
30
(k)
WAIVER OF JURY TRIAL
30
(l)
Schedules and Storage Facility Service Orders
31
Schedule A
Tanks
Schedule A-1
Tanks Out of Service Schedule
Schedule B
Description of Terminal
Schedule C
Measurement Practices
Exhibit 1
Storage Facility Service Orders
Exhibit 2
Form of Storage Facility Service Orders
iv
STORAGE AND TERMINALING SERVICES AGREEMENT
THIS STORAGE AND TERMINALING SERVICES AGREEMENT (this "Agreement"), dated
December, 2014, is between Toledo Terminaling Company LLC, a Delaware limited
liability