Attached files
Exhibit 10.15
AMENDED AND RESTATED
PRODUCED WATER SERVICES AGREEMENT
AGREEMENT ADDENDUM 04
BRONCO
This AGREEMENT ADDENDUM 04 (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 | Gunnison 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 04 – Page 1
Amended and Restated Produced Water Services Agreement
| 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: (303) 228-4466 Email: Charles.Varnell@nblenergy.com | |
| 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: (281) 872-3120 Email: John.Nedelka@nblenergy.com | |
| 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 Bronco 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) |
||||
| T5N | R65W | 13, 21-29, 31-36 | ||||
| T5N | R64W | 7-9, 16-21, 28-33 | ||||
| T4N | R64W | 4-9, 16-21, 28-31 | ||||
| T4N | R65W | ALL | ||||
| T4N | R67W | 25, 36 | ||||
| T4N | R66W | 1-3, 8-36 |
Agreement Addendum 04 – Page 2
Amended and Restated Produced Water Services Agreement
| Individual First Phase Rate | To be determined by the Parties prior to Services being provided by Midstream Co to Producer in the Dedication Area | |||
| 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 | ||
| To be determined by the Parties prior to Services being provided by Midstream Co to Producer in the Dedication Area | To be determined by the Parties prior to Services being provided by Midstream Co to Producer in the Dedication Area | |||
| 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 |
| NONE |
(End of Agreement Addendum 04)
Agreement Addendum 04 – Page 3
Amended and Restated Produced Water Services Agreement
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 04 – Signature Page 1
Amended and Restated Produced Water Services Agreement
| “OpCo” | ||
| NOBLE MIDSTREAM SERVICES, LLC | ||
| By: | /s/ Terry R. Gerhart | |
| Terry R. Gerhart | ||
| Chief Executive Officer | ||
| “Midstream Co” | ||||||
| GUNNISON RIVER DEVCO LP | ||||||
| By: | Gunnison River DevCo GP LLC | |||||
| By: | Noble Midstream Services, LLC | |||||
| By: | /s/ Terry R. Gerhart | |||||
| Terry R. Gerhart | ||||||
| Chief Executive Officer | ||||||
Agreement Addendum 04 – Signature Page 2
Amended and Restated Produced Water Services Agreement