SECOND AMENDED AND RESTATED PRODUCED WATER SERVICES AGREEMENT SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 04 BRONCO

EX-10.15.1 19 d164220dex10151.htm EX-10.15.1 EX-10.15.1

Exhibit 10.15.1

When Recorded, Mail To:

Attn: DJ Land Manager

1625 Broadway, Suite 2200

Denver, CO 80202

SECOND AMENDED AND RESTATED

PRODUCED WATER SERVICES AGREEMENT

SECOND AMENDED AND RESTATED

AGREEMENT ADDENDUM 04

BRONCO

This AGREEMENT ADDENDUM 04 (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “Midstream Co” as of the date specified below as the “Effective Date,” (b) incorporates the Second Amended and Restated Agreement Terms and Conditions Relating to Produced Water Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016 and recorded in the real property records of Weld County, Colorado on             , as            and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to the Agreement Terms and Conditions.

Producer desires to contract with Midstream Co for Midstream Co to provide the Services utilizing the Individual System, and Midstream Co desires to provide the Services to Producer, on the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements in this Agreement, Midstream Co and Producer hereby agree as follows:

 

Producer    Noble Energy, Inc., a Delaware corporation
Midstream Co    Gunnison River DevCo LP, a Delaware limited partnership

 

Agreement Addendum 04 – Page 1

Second Amended and Restated Produced Water Services Agreement


Parties    The term “Party” or “Parties” shall refer to the Producer and Midstream Co identified in this Agreement Addendum
Effective Date    March 31, 2016
Dedication Area    The Bronco integrated development plan area, as such area was defined by Producer on the Effective Date, and which consists of the following areas within Weld County, Colorado

 

Township

  

Range

  

Section

    
T5N    R65W    13, 21-29, 31-36   
T5N    R64W    7-9, 16-21, 28-33   
T4N    R64W    4-9, 16-21, 28-31   
T4N    R65W    ALL   
T4N    R67W    25, 36   
T4N    R66W    1-3, 8-36   

 

   Except and excluding the wells, leases and other acreage described in the property exhibits attached to the Releases of Dedication
Individual First Phase Rate    The Individual First Phase Rate shall be determined by the Parties prior to Services being provided by Midstream Co to Producer in the Dedication Area.
Individual Second Phase Rate    Individual Second Phase Rate applied to each Barrel for which Producer elects to receive disposal services    Individual Second Phase Rate applied to each Barrel for which Producer elects to receive recycling services
  

 

The Individual Second Phase Rate shall be determined by the Parties prior to Services being provided by Midstream Co to Producer in the Dedication Area.

  

 

The Individual Second Phase Rate shall be determined by the Parties prior to Services being provided by Midstream Co to Producer in the Dedication Area.

 

Deviations from Service Conditions (the specifications in this section supersede the applicable

language from Article 7)

NONE

 

Additional Revisions
NONE

 

Agreement Addendum 04 – Page 2

Second Amended and Restated Produced Water Services Agreement


Notices and Payments
Notice Address – General Matters & Correspondence   

Midstream Co:

 

Midstream Co

c/o Noble Midstream Services, LLC

1001 Noble Energy Way

Houston, TX 77070

Attention:     Chief Financial Officer

                     John F. Bookout, IV

Telephone:    ###-###-####

Email:            ***@***

 

Producer:

 

Noble Energy, Inc.

1625 Broadway, Ste 2200

Denver, CO 80202

Attention:     Director of USO Finance,

                     Gerald Free

Telephone:     ###-###-####

Email: ***@***

Notice Address – Operational Matters   

Midstream Co:

 

Midstream Co

c/o Noble Midstream Services, LLC

1001 Noble Energy Way

Houston, TX 77070

Attention:     Chief Operating Officer

                     John C. Nicholson

Telephone:    ###-###-####

Email:            ***@***

 

Producer:

 

Noble Energy, Inc.

1625 Broadway, Ste 2200

Denver, CO 80202

Attention:     Vice President – DJ Business Unit

                     Mark Patteson

 

Agreement Addendum 04 – Page 3

Second Amended and Restated Produced Water Services Agreement


Notice Address – Force Majeure and Disposal or Recycling interruptions   

Midstream Co:

 

Midstream Co

c/o Noble Midstream Services, LLC

1001 Noble Energy Way

Houston, TX 77070

Attention:     Chief Operating Officer

                     John C. Nicholson

Telephone:    ###-###-####

Email:            ***@***

 

Producer:

 

Noble Energy, Inc.

1625 Broadway, Ste 2200

Denver, CO 80202

Attention:     Director of USO Finance,

                     Gerald Free

Telephone:     ###-###-####

Email: ***@***

Notice Address – Invoicing Matters   

Midstream Co:

 

Midstream Co

c/o Noble Midstream Services, LLC

1001 Noble Energy Way

Houston, TX 77070

Attention: Ian Dams

Telephone: (832) 639-7406

Email: ***@***

 

Producer:

 

1001 Noble Energy Way

Houston, TX 77070

Attention:     Director of Revenue Accounting

                     John Nedelka

Telephone:     ###-###-####

Email:            ***@***

 

Agreement Addendum 04 – Page 4

Second Amended and Restated Produced Water Services Agreement


Payments by Electronic Funds Transfer   

Midstream Co:

 

ABA for wire: 021000021

ABA for ACH: 111000614

Account Number: 780162371

Account Name: Gunnison River DevCo LP

Financial Institution: JP Morgan

Bank Swift: CHASUS33

 

Producer:

 

ABA/Routing Number: 021000021

Account Number: 08805135066

Account Name: Noble Energy, Inc.

Financial Institution: JP Morgan

Bank Swift: CHASUS33

(End of Agreement Addendum 04)

 

Agreement Addendum 04 – Page 5

Second Amended and Restated Produced Water Services Agreement


IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate originals to be effective as of the Effective Date.

 

“Producer”
NOBLE ENERGY, INC.
By:  

/s/ Gary W. Willingham

  Gary W. Willingham
  Executive Vice President

 

STATE OF TEXAS   )  
  )   ss.
COUNTY OF HARRIS               )  

The foregoing instrument was acknowledged before me this 26th day of April, 2016 by Gary W. Willingham as Executive Vice President of Noble Energy, Inc., a Delaware corporation, on behalf of said corporation.

 

/s/ Vickie L. Graham

Notary Public in and for the State of Texas

 

Agreement Addendum 04 – Page 1

Second Amended and Restated Produced Water Services Agreement


“Midstream Co”

GUNNISON RIVER DEVCO LP

 

    By: Gunnison River DevCo GP LLC

            By: Noble Midstream Services, LLC

                    By:  

/s/ Terry R. Gerhart

  Terry R. Gerhart
  Chief Executive Officer

 

STATE OF TEXAS   )  
  )   ss.
COUNTY OF HARRIS               )  

The foregoing instrument was acknowledged before me this 26th day of April, 2016, by Terry R. Gerhart, Chief Executive Officer of Noble Midstream Services, LLC, a Delaware limited liability company, which is the sole member of Gunnison River DevCo GP LLC, which is the general partner of Gunnison River DevCo LP, a Delaware limited partnership, on behalf of said company.

 

/s/ Joanne Garner

Notary Public in and for the State of Texas

 

Agreement Addendum 04 – Page 2

Second Amended and Restated Produced Water Services Agreement