AMENDED AND RESTATED PRODUCED WATER SERVICES AGREEMENT AGREEMENT ADDENDUM 01 WELLS RANCH
Exhibit 10.12
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 [**].
AMENDED AND RESTATED
PRODUCED WATER SERVICES AGREEMENT
AGREEMENT ADDENDUM 01
WELLS RANCH
This AGREEMENT ADDENDUM 01 (this “Agreement Addendum”) shall be effective as between the Persons named below as “Producer”, “OpCo” and “Midstream Co” as of the date specified below as the “Effective Date”. Reference is made to the Agreement Terms and Conditions Relating to Produced Water Services (the “Agreement Terms and Conditions”) last updated October 9, 2015. This Agreement Addendum 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 all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions.
OpCo owns, directly or indirectly, all of the Controlling interest in Midstream Co.
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.
In order for Producer to obtain a consistent level of service with respect to the gathering of and other Services related to Produced Water that are required by Producer within the Service Area, Producer and OpCo hereby enter into this Agreement so that OpCo can evidence its acceptance of the obligations pertaining to OpCo as set forth in the Agreement Terms and Conditions and in this Agreement Addendum, if any.
NOW, THEREFORE, in consideration of the mutual agreements in this Agreement, Midstream Co, OpCo and Producer hereby agree as follows:
| Producer | Noble Energy, Inc., a Delaware corporation | |
| Midstream Co | Colorado River DevCo LP, a Delaware limited partnership, together with its permitted successors and assigns | |
| OpCo | Noble Midstream Services, LLC, a Delaware limited liability company | |
| Parties | The term “Party” or “Parties” shall refer to OpCo, Producer and the Midstream Co identified in this Agreement Addendum | |
| Effective Date | October 1, 2015 | |
Agreement Addendum 01 – Page 1
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 – General Matters & Correspondence | Midstream Co and OpCo c/o Noble Energy, Inc. 1625 Broadway, Ste 2200 Denver, CO 80202 Attention: Finance Manager Charles Varnell Telephone: ###-###-#### Email: ***@*** | |
| Notice Address – Operational Matters | Midstream Co and OpCo c/o Noble Energy, Inc. 1625 Broadway, Ste 2200 Denver, CO 80202 Attention: USO Water Manager Ken Knox | |
| Notice Address – Invoicing Matters | Midstream Co and OpCo c/o Noble Energy, Inc. 1001 Noble Energy Way Houston, TX 77070 Attention: Director of Revenue Accounting John Nedelka Telephone: ###-###-#### Email: ***@*** | |
| Payments by Electronic Funds Transfer | ABA/Routing Number: 021000021 Account Number: 657597188 Account Name: Full legal name of Midstream Co Financial Institution: JP Morgan Bank Swift: CHASUS33 | |
Agreement Addendum 01 – Page 2
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 [**].
| 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 | Section(s) | ||||
| 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 |
| 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 Exhibit A attached to the Agreement Terms and Conditions) | ||
| Quality Specifications, altering Exhibit A as follows: | NONE | |
| Section 1.4(a) is hereby amended and restated to read: | (a) Producer shall construct, install, own and operate the Measurement Devices located at the Receipt Points until such time as Midstream Co installs appropriate Measurement Devices. Midstream Co shall have the right to install such Measurement Devices. | |
| Section 1.4(d) is hereby amended and restated to read: | (d) Producer and Midstream Co may, but shall not be obligated to, replace or make any alterations to the Measurement Devices that such Producer or Midstream Co, as applicable owns, necessary to comply with any applicable Laws. | |
Agreement Addendum 01 – Page 3
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 [**].
| Section 1.4(e) is amended hereby: | For the duration during which Producer owns any applicable Measurement Device, Midstream Co shall have the rights attributed to Producer in Section 1.3(e) of Exhibit A with respect to such Measurement Device. | |
| Additional Revisions | ||
| Section 5.1(i)(x) is amended and restated as follows: | (x) the aggregate quantity of such Produced Water, 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 Device at or near the Separator Facility for such Produced Water within the applicable Individual System during such Month multiplied by (provided that at all times during which the Measurement Device located at or near the Receipt Point is owned by the Producer, such calculation is based upon information provided by Producer) | |
(End of Agreement Addendum 01)
Agreement Addendum 01 – Page 4
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 | ||
Agreement Addendum 01 – Signature Page 1
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 [**].
| “OpCo” | ||
| NOBLE MIDSTREAM SERVICES, LLC | ||
| By: | /s/ Terry R. Gerhart | |
| Terry R. Gerhart | ||
| Chief Executive Officer | ||
| “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 | ||||||
Agreement Addendum 01 – Signature Page 2
Amended and Restated Produced Water Services Agreement
