TEXAS PRODUCED WATER SERVICES AGREEMENT AGREEMENT ADDENDUM 01 PERMIAN CONTRACT NUMBER: BLPR01-PW
Exhibit 10.38
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO BRACKETED ASTERISKS [**].
TEXAS PRODUCED WATER SERVICES AGREEMENT
AGREEMENT ADDENDUM 01
PERMIAN
CONTRACT NUMBER: BLPR01-PW
This AGREEMENT ADDENDUM 01 (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 Texas Agreement Terms and Conditions Relating to Produced Water Services (the “Agreement Terms and Conditions”), which were last amended effective as of the Effective Date, 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 | Rosetta Resources Operating LP, a Delaware limited partnership | |
| Midstream Co | Blanco River DevCo LP, a Delaware limited partnership | |
| Parties | The term “Party” or “Parties” shall refer to Producer and Midstream Co identified in this Agreement Addendum | |
| Effective Date | September 1, 2016 | |
Agreement Addendum 01 – Page 1
Texas Produced Water Services Agreement
Permian
| Dedication Area | The following areas within Reeves County, Texas:
H&GNRR Block 5 H&GNRR Block 6 H&GNRR Block 13
PSL Block C18 PSL Block C10 PSL Block C9 PSL Block C8 PSL Block C7 PSL Block C6
T&P RR Block 51-T7 T&P RR Block 50-T7 | |
| Individual First Phase Rate | $[**]/ Barrel | |
| Individual Second Phase Fee | [**]. | |
| Individual Disposal by Truck Fee | [**]. | |
| 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
Producer:
Rosetta Resources Operating LP c/o Noble Energy, Inc. 1001 Noble Energy Way Houston, TX 77070 Attention: Director Revenue Accounting | |
Agreement Addendum 01 – Page 2
Texas Produced Water Services Agreement
Permian
| 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
Producer:
Rosetta Resources Operating LP c/o Noble Energy, Inc. 1001 Noble Energy Way Houston, TX 77070 Attention: Director Revenue Accounting | |
| Notice Address – Force Majeure, interruptions and Pipeline Unavailability | Midstream Co:
Midstream Co c/o Noble Midstream Services, LLC 1001 Noble Energy Way Houston, TX 77070 Attention: Chief Operating Officer
Producer:
Rosetta Resources Operating LP c/o Noble Energy, Inc. 1001 Noble Energy Way Houston, TX 77070 Attention: Director Revenue Accounting | |
Agreement Addendum 01 – Page 3
Texas Produced Water Services Agreement
Permian
| Notice Address – Invoicing Matters | Midstream Co:
Midstream Co c/o Noble Midstream Services, LLC 1001 Noble Energy Way Houston, TX 77070 Attention: Senior Accountant
Producer:
Rosetta Resources Operating LP c/o Noble Energy, Inc. 1001 Noble Energy Way Houston, TX 77070 Attention: Director Revenue Accounting | |
| Payments by Electronic Funds Transfer | Midstream Co:
ABA for wire: To be provided in writing prior to commencing Services ABA for ACH: To be provided in writing prior to commencing Services Account Number: 880285205 Account Name: Blanco River DevCo LP Financial Institution: JP Morgan Bank Swift: CHASUS33
Producer:
ABA/Routing Number: 021000021 Account Number: 700628402 Account Name: Rosetta Resources Operating LP Financial Institution: JPMorgan Chase – New York Bank Swift: CHASUS33 | |
(End of Agreement Addendum 01)
Agreement Addendum 01 – Page 4
Texas Produced Water Services Agreement
Permian
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement in duplicate originals to be effective as of the Effective Date.
“Producer”
| ROSETTA RESOURCES OPERATING LP | ||||
| BY: | ROSETTA RESOURCES OPERATING GP, LLC, | |||
| its general partner | ||||
| By: | /s/ Charles J. Rimer | |
| Name: | Charles J. Rimer | |
| Title: | President |
| STATE OF COLORADO | ) | |||
| ) | ss. | |||
| COUNTY OF DENVER | ) |
The foregoing instrument was acknowledged before me this 25th day of August 2016, by Charles J. Rimer as President of Rosetta Resources Operating GP, LLC, a Delaware limited liability company, acting as the general partner of Rosetta Resources Operating LP, a Delaware limited partnership.
WITNESS my hand and official seal.
My commission expires: 03/17/2018
| /s/ Christine Usher |
| Notary Public |
Agreement Addendum 01 – Signature Page 1
Texas Produced Water Services Agreement
Permian
| “Midstream Co” | ||||||
| BLANCO RIVER DEVCO LP | ||||||
| By: | Blanco 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 25th day of August 2016, by Terry R. Gerhart as Chief Executive Officer of Noble Midstream Services, LLC, in its capacity as sole member of Blanco River DevCo GP LLC, in its capacity as the general partner of Blanco River DevCo LP, a Delaware limited partnership.
WITNESS my hand and official seal.
My commission expires: 05/05/2018
| /s/ Joanne Garner |
| Notary Public |
Agreement Addendum 01 – Signature Page 2
Texas Produced Water Services Agreement
Permian
