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Exhibit 10.13
ONE YEAR TERM
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GAS PURCHASE AGREEMENT
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THIS AGREEMENT, entered into this 1st day of November. 1998, between Everflow
Eastern Partners, L.P. ("Seller"). and JDS Energy Systems, Inc. ("Buyer"), an
Ohio Corporation,
WITNESSETH:
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WHEREAS, Seller has available a supply of natural gas at certain points of
connection on the pipeline system of The East Ohio Gas Company; and
WHEREAS, Buyer desires to purchase natural gas for use in its customers' plants
located in Ohio.
NOW, THEREFORE, in consideration of the premises and the covenants herein
contained, Seller agrees to sell and deliver from wells listed in Exhibit "A" to
Buyer and Buyer agrees to purchase and receive from Seller, a quantity of
natural gas pursuant to the terms and conditions hereinafter set forth, to-wit:
ARTICLE 1
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DEFINITIONS
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Except where expressly stated otherwise, the following terms where used in this
Contract shall mean:
l. 1 "Gas" means all elements and compounds and mixtures thereof comprising the
effluent vapor stream as produced at the mouth of Seller's natural gas wells.
1.2 "MCF" means one thousand (1,000) cubic feet of gas measured at the
temperature and pressure specified by The East Ohio Gas Company in their gas
transportation agreements.
ARTICLE 2
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POINTS OF DELIVERY
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2.1 The points of delivery of gas to be delivered to Buyer from Seller hereunder
shall be at the point of interconnection of Seller's gathering facilities with
the metering facilities of The East Ohio Gas Company.
2.2 Seller shall be in control and possession of the gas and responsible for any
damage or injury caused thereby until same shall have been delivered to Buyer at
the point of delivery.
ARTICLE 3
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QUANTITY
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3.1 Commencing with the date of initial delivery and continuing for the term of
this Contract, Buyer agrees to purchase and Seller agrees to sell and endeavor
to deliver at the point(s) specified in Article 2 hereunder, volumes of gas
passing through the stations listed in Exhibit "A", up to a monthly maximum
volume of 30,000 mcf.
3.2 In the event Seller has increases or decreases in excess often percent over
such quantity stated in 3.1 above, Seller shall notify Buyer. Seller shall also
notify Buyer in the event of production variation due to force majeure
situations.
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ARTICLE 4
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MEASUREMENT OF GAS
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4.1 All gas delivered to Buyer from Seller hereunder shall be measured by The
East Ohio Gas Company at the points of delivery and as specified in its gas
transportation agreements.
ARTICLE 5
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QUALITY
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5.1 All gas delivered to Buyer from Seller at the point of delivery hereunder
shall be merchantable gas and shall conform to the standard contract quality
specifications of The East Ohio Gas Company.
ARTICLE 6
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TERM
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6.1 The primary term of this contract shall commence with the October, 1998
production period, and shall continue through the September, 1999 production
period. At the end of the primary term, the contract will continue in effect on
a month to month basis unless canceled by either party with thirty (30) days
written notice.
ARTICLE 7
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PRICE
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7.1 Commencing with the initial delivery of gas hereunder and extending through
the primary term, Seller shall receive $2.80 per mcf at the point of delivery.
At the end of the primary term and each succeeding production period thereafter,
the gas shall be priced on a monthly basis. Should the parties fail to reach an
agreement for the renegotiated price, either party may terminate this Agreement
in accordance with Article 6.1 above.
ARTICLE 8
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TAXES
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8.1 All production, severance, gathering, excise, and similar taxes imposed or
levied by the state, or other governmental authority on the gas produced,
delivered, or sold hereunder shall be paid by Seller. Buyer shall be responsible
to pay all taxes and assessments imposed upon Buyer with respect to its
facilities, gas delivered hereunder, and the purchase of the gas.
ARTICLE 9
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BILLING AND PAYMENT
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9.1 Buyer shall remit to Seller the full amount owed for the gas as measured by
East Ohio, within twenty-five days of the receipt of the East Ohio Gas Delivery
Statement.
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9.2 Should Buyer fail to pay the full amount due Seller when the same is due,
interest thereon shall accrue at the rate of one (1) percent per month from the
date when such payment is due until the same is paid.
9.3 Buyer agrees to diligently pursue and use its best efforts to recover any
monies owed to Buyer by the ultimate purchaser which would effect the payment to
Seller hereunder. In the event that Seller does not receive payment for gas sold
hereunder, Seller may terminate this Agreement. However, termination does not
absolve Buyer of its responsibility to pay Seller for gas delivered hereunder.
ARTICLE 10
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FORCE MAJEURE
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10.1 Neither party shall be liable for any failure of performance due to causes
beyond its reasonable control, the occurrence of which could have not been
prevented by the exercise of due diligence, including but not limited to acts of
God, acts of the other party, acts of civil or military authority, fires,
strikes, floods, epidemics, force majeure under any agreement with a producer,
supplier or intrastate transporter, war or riot. Provided, however, that neither
party shall be relieved of any of its financial obligations hereunder solely by
reason of an event of force majeure.
ARTICLE 11
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MISCELLANEOUS
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11.1 This Contract is subject to all valid legislation, both State and Federal,
and to all valid present and future orders. rules and regulations of duly
constituted authorities having jurisdiction.
11.2 This Contract shall bind and inure to the benefit of the parties hereto,
their successors and assigns, but no party may assign any of its rights
hereunder without the written consent of the other, which consent shall not be
unreasonably withheld.
11.3 This Contract contains the entire agreement between the parties and there
are no oral promises, agreements or warranties affecting it.
11.4 The numbering and titling of particular provisions of this Contract is for
the purpose of facilitating administration and shall not be construed as having
any substantive effect on the terms of this agreement.
11.5 Seller warrants its title and right to sell all natural gas delivered
hereunder, and warrants that such gas shall be free and clear from liens and
adverse claims and is in conformity with all valid laws, orders, rules, and
regulations of duly constituted authorities having jurisdiction.
11.6 Seller warrants it will not circumvent Buyer in order to negotiate with or
sell Buyer's end use customer for natural gas during the term of Buyer's
agreement with such end user.
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ARTICLE 12
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NOTICES
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12.1 The address of Buyer for the purpose of all notices and communications
hereunder, unless another address is designated by Buyer in writing shall be;
JDS Energy Systems, Inc.
7033 Mill Road
Brecksville, Ohio 44141
Attn: David I. Mansbery, President
12.2 The address of Seller for the purpose of all notices and communications
hereunder, unless another address is designated by the Seller in writing, shall
be:
Everflow Eastern Partners, L.P.
585 W, Main Street
P.O. Box 629
Canfield, Ohio 44406
Attn: Thomas Korner, President
EXECUTED this 1st day of November 1997.
Witness: Buyer: JDS Energy Systems, Inc.
By: /s/ Leanne Ventre By: /s/ John J. LaBuda
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John J. LaBuda, Treasurer
Witness: Seller: Everflow Eastern Partners, L.P.
By: Everflow Management Co., GP
Everflow Management Corp., Managing GP
By: /s/ Claudia Morgan By: /s/ Thomas L. Korner
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Its: Thomas L. Korner, President
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EXHIBIT "A"
WELL NAME PERMIT # S/L TOWNSHIP COUNTY STATION
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Savon Unit #1 2695 L20 Boardman Mahoning E267-01
Newport Unit #1 2693 G.L.2,Div4 Boardman Mahoning E268-01
Northwood Unit #1 3615 L9 Weatherfield Trumbull E310-0l
Sollinger #1D 3622 S18 City of Warren Trumbull E311-01
Wilhelm #2D 3617 L9 Weatherfield Trumbull E312-01
Akron General Hospital #ID 2850 T7 Portage Summit E315-01
City of Akron #20D 2849 T7 Portage Summit E337-01
Cursaro #1 2709 51 Canfield Mahoning E345-01
Premium Unit #ID 3636 L22 Howland Trumbull E366-01
Hoban #2D 2852 L4 Coventry Summit E380-01
Hoban #3D 2856 TI Springfield Summit E381-01
USA-CVNRA #1 2738 L31 Bath Summit E392-01
USA-CVNRA #2 2739 L31 Bath Summit
Akron Alliance Fellowship #1 2858 L15 Portage Summit E412-01
Struthers Board of Ed. #1 2237 12 Poland Trumbull J177-01
LaBrae High School #1 3126 24 Warren Trumbull J179-01
Lake Park Cemetery 2262 18 Boardman Mahoning J293-01
Kistler #2D 5019 S12 Perry Stark
South School Unit #1 5009 L6 Goshen Tuscarawas E580
Deutsch #1 3679 L21 Howland Trumbull E366
Warren Mill #2 3678 L21 Howland Trumbull E366
Hegedus #1 2774 L.8 Canfield Mahoning E501
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