SECOND AMENDED ANDRESTATED PRODUCED WATER SERVICES AGREEMENT SECOND AMENDED AND RESTATED AGREEMENT ADDENDUM 01 WELLS RANCH
Exhibit 10.16
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 [**].
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 01
WELLS RANCH
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 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 | Colorado River DevCo LP, a Delaware limited partnership | |
Agreement Addendum 01 – Page 1
Second Amended and Restated Produced Water Services Agreement
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 [**].
| 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 Wells Ranch 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 | R64W | 31-36 | ||||
| T7N | R63W | 31-36 | ||||
| T6N | R64W | ALL | ||||
| T6N | R63W | ALL | ||||
| T6N | R62W | 2-11, 14-23, 26-35 | ||||
| T5N | R62W | 2-11, 14-23 | ||||
| T5N | R63W | ALL | ||||
| T7N | R62W | 31 | ||||
| T5N | R64W | 1-6, 10-15, 22-27, 34-36 |
| Except and excluding the wells, leases and other acreage described in the property exhibits attached to the Releases of Dedication | ||||
|
Individual First Phase Rate |
$[**]/Barrel | |||
| 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 | ||
|
$[**]/ Barrel |
[**]. | |||
| Deviations from Service Conditions (the specifications in this section supersede the applicable language from Article 7 ) |
| NONE |
Agreement Addendum 01 – Page 2
Second Amended and Restated Produced Water Services Agreement
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 [**].
| Additional Revisions | ||
| Section 4.1(c): | The Parties shall agree in writing how to address the accuracy of all Measurement Devices, and, unless otherwise agreed in writing, Section 4.1(g) shall have no effect in the Dedication Area. | |
| Clause (x) of Section 6.1(i) is amended and restated as follows: | (x) the aggregate quantity of such Product, stated in Barrels, calculated by Midstream Co to have been received by Midstream Co from Producer or for Producer’s account at the applicable Measurement Points for such Product during such Month multiplied by | |
| 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: ***@*** | |
Agreement Addendum 01 – Page 3
Second Amended and Restated Produced Water Services Agreement
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 [**].
| 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 | |
| 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: ***@*** | |
Agreement Addendum 01 – Page 4
Second Amended and Restated Produced Water Services Agreement
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 [**].
| 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: ***@*** | |
| Payments by Electronic Funds Transfer | Midstream Co:
ABA for wire: 021000021 ABA for ACH: 111000614 Account Number: 780161720 Account Name: Colorado 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 01)
Agreement Addendum 01 – Page 5
Second Amended and Restated Produced Water Services Agreement
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 [**].
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 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 01 – Page 1
Second Amended and Restated Produced Water Services Agreement
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 [**].
“Midstream Co”
| COLORADO RIVER DEVCO LP | ||||||||||
| By: | Colorado 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 this 26th day of April, 2016 by Terry R. Gerhart as Chief Executive Officer of Noble Midstream Services, LLC, which is the sole member of Colorado River DevCo GP LLC, which is the general partner of Colorado 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 01 – Page 2
Second Amended and Restated Produced Water Services Agreement
