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EXHIBIT 10.11
ONE YEAR TERM
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GAS PURCHASE AGREEMENT
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THIS AGREEMENT, entered into this 20th day of January, 1997, between Everflow
Eastern Partners, L.P. ("Seller"), and JDS Energy Systems, Inc. ("Buyer"),
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 xxxxx 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:
1.1 "GAS" means all elements and compounds and mixtures thereof comprising the
effluent vapor stream as produced at the mouth of Seller's natural gas xxxxx.
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 specified in Article 2 hereunder, volumes of gas passing
through the stations listed in Exhibit "A", up to a monthly maximum volume of
15,000 mcf.
3.2 In the event Seller has increases or decreases in excess of ten 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.
4.2 Seller shall provide the results of a twenty-four hour measurement test to
be taken monthly during the first week of each production period. Seller shall
notify Buyer of such test results within ten days of such tests.
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 term of this contract shall commence with the March, 1997, production
period, and shall continue for twelve (12) full production periods. At the end
of the primary term, the contract will continue in effect on a month to month
basis unless cancelled 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
twelve full production periods, Seller shall receive $2.95 per mcf at the point
of delivery. At the end of the initial twelve month period and each succeeding
twelve month period thereafter, the gas shall be priced on an annual basis.
Should the parties fail to reach an agreement thirty (30) days prior to the
effective date 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.
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.
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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.
0000 Xxxx Xxxx
Xxxxxxxxxxx, Xxxx 00000
Attn: Xxxxx X. Xxxxxxxx, 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.
000 X. Xxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxx, Xxxx 00000
Attn: Xxxxxx X. Xxxxxx, President
EXECUTED this 20th day of January, 1997.
Witness: Buyer: JDS Energy Systems, Inc.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxx, Treasurer for
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Xxxxx X. Xxxxxxxx, President
Witness: Seller: Everflow Eastern Partners, L.P.
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Its: President
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EXHIBIT "A"
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WELL NAME PERMIT # S/L TOWNSHIP COUNTY
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Xxxxxxx #2D 5019 12 Xxxxx Xxxxx
Premium Unit #1D 3636 22 Xxxxxx Xxxxxxxx
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