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GAS SALES AGREEMENT | Document Parties: ENERGY WEST INC | BRAINARD GAS CORP | JOHN D OIL & GAS MARKETING CO, LLC | NORTHEAST OHIO NATURAL GAS CORP | ORWELL NATURAL GAS COMPANY You are currently viewing:
This Sales Agreement involves

ENERGY WEST INC | BRAINARD GAS CORP | JOHN D OIL & GAS MARKETING CO, LLC | NORTHEAST OHIO NATURAL GAS CORP | ORWELL NATURAL GAS COMPANY

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Title: GAS SALES AGREEMENT
Governing Law: Ohio     Date: 9/30/2008
Industry: Natural Gas Utilities     Sector: Utilities

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Exhibit 10.25

GAS SALES AGREEMENT

THIS AGREEMENT made and entered in this 1 st day of July, 2008 (“Commencement Date”), by and between JOHN D. OIL & GAS MARKETING CO., LLC, with its offices located at 3511 Lost Nation Road, Willoughby, Ohio 44094, an Ohio Corporation (hereinafter referred to as “Seller”), and NORTHEAST OHIO NATURAL GAS CORP. (hereinafter referred to as “NEO”), ORWELL NATURAL GAS COMPANY (hereinafter referred to as “ONG”), and BRAINARD GAS CORP. (hereinafter referred to as “BGC”), with all of their offices located at 8500 Station Street, Suite 100, Mentor, OH 44060 (hereinafter NEO, ONG and BGC shall be collectively referred to as “Buyer”).

RECITALS :

WHEREAS, Buyer desires to acquire supplies of natural gas (“gas”) and to obtain delivery of such gas to it’s facilities through various pipelines owned or leased by others; and

WHEREAS, Seller is in the business of acquiring natural gas supplies for resale; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the parties hereby agree as follows:

ARTICLE 1

AGREEMENT Subject to the terms of this Agreement, Seller does hereby agree to sell to Buyer on a best effort basis and Buyer does hereby agree to purchase, during the term of this Agreement, those quantities of natural gas as described in the Agreement.

ARTICLE 2

TERM OF AGREEMENT The term of this Agreement shall be effective from the Commencement Date and shall continue in full force and effect until September 31, 2023 (“Term”).

ARTICLE 3

QUANTITY Buyer agrees to purchase all of its gas requirements from Seller at the location(s) described in the Agreement. Buyer herein affirms that it will purchase volumes from no other supplier unless Seller cannot supply the amounts of gas requested by Buyer. In that event, Buyer, on a temporary basis, may secure the volume of gas that Seller cannot provide from whatever source Buyer chooses.

NOMINATIONS Buyer shall advise Seller in writing, such notice to be received no later than fifteen (15) days prior to the first day of each month during the term of this Agreement, of Buyer’s anticipated consumption of natural gas which buyer wishes to purchase from Seller (“Nominated Volume”) hereunder for the following month.

REIMBURSEMENT To the extent Buyer’s monthly consumption result in the imposition of a penalty or balancing charge by any interstate and/or intrastate pipeline utilized to transport gas which is the subject of this Agreement, Buyer shall be responsible for and reimburse Seller for such penalty or balancing charge which is the result of Buyer’s monthly nomination or consumption.

ARTICLE 4

DELIVERY POINT AND TRANSPORTATION Any gas purchased hereunder shall be sold by Seller or Seller’s agent to Buyer and delivered to the pipelines designated by Buyer to transport gas to Buyer’s pipelines located in Northeastern Ohio (“Delivery Point”). Title to the gas delivered hereunder shall vest in Buyer upon delivery to the Delivery Point. Buyer shall arrange and pay for all gas transportation costs and retainage imposed by pipelines downstream of the Delivery Point. At and beyond the Delivery Point, Buyer or Buyer’s representative shall be in exclusive control and possession and be responsible for any loss of gas, damage, or injury caused thereby.

ARTICLE 5

PURCHASE PRICE The price to be paid by NEO to Seller is set forth in Exhibit “A”; the price to be paid by ONG to Seller is set forth in Exhibit “B”; and the price to be paid by BNG to Seller is seth forth in Exhibit “C”. The Delivered Price (as defined in Exhibits “A”, “B”, and “C”) may be modified from time to time subject to the mutual agreement of both Buyer and Seller to reflect the then current market conditions. If the parties cannot agree upon any such modification, the price in effect at that time shall then remain in effect, subject to any future price adjustment as set forth in the following sentence. On the 5 th anniversary and 10 th anniversary of the Commencement Date of this Agreement (the “Bid Dates”), Buyer shall have the right to seek bona fide third party bids from other gas marketers. Within thirty (30) days of the applicable Bid Date, Buyer shall provide Seller with a copy of any such third party bid that Buyer is willing to accept. Seller shall then have fifteen (15) days from the date of its receipt of any such third party bid in which to: (i) agree to match the third party bid; or (ii) elect not to match the third party bid. If Seller agrees to match the third party bid, the Delivered Price shall be amended to reflect the Delivered Price proposed under the third party bid that Seller agreed to match and Buyer shall be required to reject said thirty party bid. If Seller elects not to match said third party bid, Seller shall deliver written notice to the Buyer of its rejection and the Delivered Price shall continue to be the Delivered Price that was then in effect prior to the date of Buyer’s receipt of the third party bids and Buyer shall remain obligated to continue to purchase its

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gas requirements from Seller under the terms and conditions of this Agreement, and Buyer shall be required to reject said third party bid. Notwithstanding anything hereinabove contained to the contrary, Buyer and Seller will come to mutual agreement on any Delivered Price reduction, if during the term of this Agreement, Buyer is unable to recover any portion of the Delivered Price from its customers.

RIGHT OF LAST REFUSAL At the completion of the Term of this Agreement, Buyer agrees to grant to Seller the right of last refusal to match any bona fide written offer received by Buyer from another supplier to supply the volumes of gas hereunder upon the same terms as offered by such other supplier. Buyer shall forward to Seller a copy of such bona fide offer together with all particulars relating thereto. In the event Seller determines to meet such bona fide offer within fifteen (15) days of receipt of such other offer from Buyer, Buyer’s cancellation of this Agreement shall be deemed ineffective and this Agreement shall continue in full force and effect, subject to the revised terms set forth in the third party bona fide offer accepted by the Seller.

ARTICLE 6

BILLING AND PAYMENT Seller shall invoice Buyer for gas delivered pursuant to this Agreement every thirty (30) days. Buyer shall pay the amounts invoiced within ten (10) days of the invoice date. Seller’s invoice statement shall report the total volumes of gas sold and delivered to Buyer during the period covered.

A finance charge of one and one-half percent (1 1 / 2 %) per month shall be due and payable on all invoices that are not paid within fifteen (15) days of the invoice date. The quantities invoiced by Seller will be based on the quantities delivered by Seller or Seller’s agent and measure at the Delivery Point. In the event the actual quantities delivered to Buyer are unavailable, the estimated volumes of gas tendered for delivery by Seller to Buyer shall be invoiced to Buyer. Any appropriate adjustment shall be made in the following billing period. In addition, Seller shall have the option to discontinue delivering gas to Buyer if payment is not received within thirty (30) days of the invoice date.

ARTICLE 7

QUALITY AND MEASUREMENT Seller warrants


 
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