Monroe Gas Storage Company, LLC

Original Volume No. 1

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Effective Date: 07/15/2010, Docket: RP10-847-000, Status: Effective

Second Revised Sheet No. 338 Second Revised Sheet No. 338

Superseding: First Revised Sheet No. 338

 

FORM OF SERVICE AGREEMENT FOR

CAPACITY RELEASE UMBRELLA AGREEMENT

UNDER RATE SCHEDULE FSS

(Continued)

 

Section 5. Law of Agreement and Optional Limitation of Liability. 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. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY

CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK FOR

ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND

AGREE NOT TO COMMENCE ANY ACTION, SUIT OR PROCEEDING RELATED THERETO EXCEPT IN SUCH

COURTS. THE PARTIES HERETO FURTHER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE

ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT

OF OR RELATING TO THIS AGREEMENT IN THE COURTS OF THE STATE OF NEW YORK, AND HEREBY

FURTHER IRREVOCABLY AND UNCONDITIONALLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN

ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT

HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

 

_ _____ (CHECK AND INITIAL ONLY IF APPLICABLE). NEITHER PARTY SHALL BE

LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY SPECIAL, INDIRECT,

INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE HOWEVER ARISING,

INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN MADE

AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

 

Section 6. Relationship Between Replacement Customer and Releasing Customer.

The parties recognize that, pursuant to Commission orders, Releasing Customer may

require that the Replacement Customer agree that a breach of this Agreement,

including a failure to pay, or to pay timely, by Replacement Customer under this

Agreement, constitutes a breach of contract as between Replacement Customer and

Releasing Customer. The existence of such an agreement will be indicated on the

appropriate Addendum to this Capacity Release Umbrella Agreement. If Replacement

Customer fails to pay Operator, fails to timely pay Operator, or otherwise breaches

this Agreement with Operator: (a) both Replacement Customer and Releasing Customer

(except to the extent otherwise provided in Section 8 of the General Terms and

Conditions and except with respect to penalties attributable to Replacement

Customer’s conduct) shall be liable to Operator for such failure to pay or breach

(it being understood that nothing in this Section 6 relieves Releasing Customer

from responsibility to pay Operator in accordance with its service agreements with

Operator) and (b) if, as a result of such breach by Replacement Customer, Releasing

Customer is accordingly required to pay Operator or otherwise perform, Releasing

Customer may have a cause of action for breach against Replacement Customer.