Arlington Storage Company, LLC

Original Volume No. 1

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Effective Date: 08/24/2009, Docket: RP09-872-001, Status: Effective

Substitute Original Sheet No. 217 Substitute Original Sheet No. 217

Superseding: Original Sheet No. 217

 

FIRM PARKING SERVICE AGREEMENT

(Continued)

 

(For Use Under Rate Schedule FP)

 

ARTICLE VII - TRANSFER AND ASSIGNMENT OF ALL AGREEMENTS

 

Any company which shall succeed by purchase, merger or consolidation to the properties,

substantially as an entirety, of ASC or of Customer, as the case may be, shall be entitled

to the rights and shall be subject to the obligations of its predecessor in title under

this Agreement. Otherwise, no assignment of this Agreement or any of the rights or

obligations thereunder shall be made by Customer, except pursuant to the General Terms

and Conditions of ASC's FERC Gas Tariff.

 

It is agreed, however, that the restrictions on assignment contained in this Article

shall not in any way prevent either Party to the Agreement from pledging or mortgaging

its rights thereunder as security for its indebtedness.

 

ARTICLE VIII - LAW OF AGREEMENT

 

THE INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT SHALL BE IN ACCORDANCE WITH AND

CONTROLLED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO DOCTRINES GOVERNING

CHOICE OF LAW.

 

ARTICLE IX - LIMITATION OF REMEDIES, LIABILITY AND DAMAGES

 

Unless expressly herein provided, neither Party shall be liable to the other for indirect,

special, consequential, incidental, punitive or exemplary damages.

 

ARTICLE X - PRIOR AGREEMENTS CANCELLED

 

ASC and Customer agree that this Agreement, as of the date hereof, shall supersede and

cancel the following Agreement(s) between the parties hereto:

 

Storage Service Agreement, dated ________________, ____.

 

ARTICLE XI - WAREHOUSEMEN'S LIEN

 

11.1 CUSTOMER HEREBY ACKNOWLEDGES THAT ASC SHALL BE ENTITLED TO, AND ASC HEREBY

CLAIMS, A LIEN ON ALL GAS RECEIVED BY ASC FROM CUSTOMER, AND ALL PROCEEDS

THEREOF, UPON SUCH RECEIPT BY ASC, AS PROVIDED IN SECTION 7-209 OF THE NEW YORK

UNIFORM COMMERCIAL CODE WITH THE RIGHTS OF ENFORCEMENT AS PROVIDED IN SECTION

7-210 OF THE NEW YORK UNIFORM COMMERCIAL CODE THEREIN AND HEREIN. IN NO WAY

LIMITING THE FOREGOING, CUSTOMER HEREBY ACKNOWLEDGES THAT ASC SHALL BE ENTITLED TO,

AND ASC HEREBY CLAIMS, A LIEN FOR ALL CHARGES FOR STORAGE OR TRANSPORTATION

(INCLUDING DEMURRAGE AND TERMINAL CHARGES), INSURANCE, LABOR, OR CHARGES PRESENT

OR FUTURE IN RELATION TO THE RECEIVED GAS, AND FOR EXPENSES NECESSARY FOR PRESERVATION

OF THE RECEIVED GAS OR REASONABLY INCURRED IN THE SALE THEREOF, PURSUANT TO LAW, AND

THAT SUCH LIEN SHALL EXTEND TO LIKE CHARGES AND EXPENSES IN RELATION TO ALL SUCH

RECEIVED GAS.

 

11.2 IF DEEMED NECESSARY BY A COURT OF LAW, PURSUANT TO SECTION 7-202(2) OF THE NEW YORK

UNIFORM COMMERCIAL CODE, SHIPPER HEREBY AGREES THAT:

 

(i) THIS AGREEMENT, WITH ALL SCHEDULES AND EXHIBITS HERETO, AND ALL OF THE MONTHLY STATEMENTS

RENDERED BY ASC TO CUSTOMER PURSUANT TO THE GENERAL TERMS AND CONDITIONS CONTAINED IN ASC's

TARIFF, SHALL BE DEEMED A "WAREHOUSE RECEIPT" FOR ALL PURPOSES WITH RESPECT TO ARTICLE 7 OF

THE NEW YORK UNIFORM COMMERCIAL CODE, REGARDLESS OF WHEN THE GAS STORED PURSUANT TO THE

CONTRACT IS RECEIVED;

 

(ii) THE LOCATION OF THE WAREHOUSE, TO WHOM THE GAS WILL BE DELIVERED, RATE OF STORAGE AND

HANDLING CHARGES, AND DESCRIPTION OF THE GOODS ARE AS SET FORTH, RESPECTIVELY, IN THE

PREAMBLE OF THIS AGREEMENT, EXHIBIT A OF THIS AGREEMENT, THE MONTHLY INVOICE (AS DESCRIBED

IN SECTION 14.1 OF THE GENERAL TERMS AND CONDITIONS) AND SECTION 2.16 OF THE GENERAL TERMS

AND CONDITIONS;