TEXAS PRODUCED WATER SERVICES AGREEMENT AGREEMENT ADDENDUM 01 PERMIAN CONTRACT NUMBER: BLPR01-PW

EX-10.38 28 d164220dex1038.htm EX-10.38 EX-10.38

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