SECOND AMENDED AND RESTATED PRODUCED WATER SERVICES AGREEMENT SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 05 GREELEY CRESCENT
Exhibit 10.16.1
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 05
GREELEY CRESCENT
This AGREEMENT ADDENDUM 05 (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 | Laramie River DevCo LP, a Delaware limited partnership | |
| Parties | The term “Party” or “Parties” shall refer to the Producer and Midstream Co identified in this Agreement Addendum | |
Agreement Addendum 05 – Page 1
Second Amended and Restated Produced Water Services Agreement
| Effective Date | March 31, 2016 | |
| Dedication Area | The Greeley Crescent 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 | Sections | ||||
| T7N | R67W | ALL | ||||
| T7N | R66W | ALL | ||||
| T7N | R65W | ALL | ||||
| T6N | R65W | ALL | ||||
| T6N | R66W | ALL | ||||
| T6N | R67W | 1-18, 23, 24, 25, 26, 35, 36 | ||||
| T5N | R67W | 1, 2, 11, 12, 13, 14, 23, 24, 25, 26, 35, 36 | ||||
| T5N | R66W | ALL | ||||
| T5N | R65W | 1-12, 14-20, 30 | ||||
| T4N | R67W | 1,2, 11, 12, 13, 14, 22-24, 26, 27, 34, 35 | ||||
| T4N | R66W | 4-7 |
| 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 |
Agreement Addendum 05 – Page 2
Second Amended and Restated Produced Water Services Agreement
| Additional Revisions |
| NONE |
| 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 05 – 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: ###-###-#### Email: ***@***
Producer:
1001 Noble Energy Way Houston, TX 77070 Attention: Director of Revenue Accounting John Nedelka Telephone: ###-###-#### Email: ***@*** | |
Agreement Addendum 05 – 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: 780162447 Account Name: Laramie 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 05)
Agreement Addendum 05 – 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 05 – Page 1
Second Amended and Restated Produced Water Services Agreement
| “Midstream Co” | ||
| LARAMIE RIVER DEVCO LP
By: Laramie 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 Laramie River DevCo GP LLC, which is the general partner of Laramie 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 05 – Page 2
Second Amended and Restated Produced Water Services Agreement
