AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT AGREEMENT ADDENDUM 01 WELLS RANCH

Contract Categories: Business Operations - Services Agreements
EX-10.18 20 d75718dex1018.htm EX-10.18 EX-10.18

Exhibit 10.18

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

FRESH 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 Fresh 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 Fresh 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

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   

 

   .

 

Agreement Addendum 01 – Page 2

Amended and Restated Fresh 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 [**].

 

Individual First

Phase Rate

   $[**] / Barrel
Individual Second
Phase Fee
   [**].
Maximum BPM
Rate
   110

 

Deviations from Service Conditions (the specifications in this section supersede the applicable language from Exhibit A attached to the Agreement Terms and Conditions)
NONE  

 

Additional Revisions

 

Section 2.3    In addition to the Producer’s reservations in Section 2.3, Producer further reserves to itself the right to provide transportation by truck of Fresh Water from the Wells Ranch Ponds to facilities outside of Wells Ranch, and further reserves the right to transport Fresh Water by truck.

(End of Agreement Addendum 01)

 

Agreement Addendum 01 – Page 3

Amended and Restated Fresh 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 Fresh 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 Fresh Water Services Agreement