Expansion of Fresh Water System; Connection of Well Pads. (a) The Service Provider shall design and develop the Fresh Water System at least to the capacity of the Minimum Flow Rate for the purpose of providing Fresh Water Services as and when needed for hydraulic fracturing operations on the Required Connection Xxxxx, and Service Provider shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to plan, procure, construct, install, own, and operate the Fresh Water System so as to timely extend the Fresh Water System to all Xxxxx Pads on which Required Connection Xxxxx are located and timely deliver such quantities of Fresh Water to the Xxxxx Pads so as to permit Service Provider to commence providing the full scope of Services with respect to all the Required Connection Xxxxx in accordance with this Section 3.6; provided, that the foregoing shall not preclude Service Provider from also designing and developing the Fresh Water System to provide services to third parties. (b) Producer shall from time to time give notice, in the form of Exhibit A hereto (or in such form as the Parties shall otherwise agree from time to time), to Service Provider of each Planned Well that Producer intends to drill and complete in the Service Area (a “Connection Notice”). Each Connection Notice shall set forth the target commencement date for starting the hydraulic fracturing of such Well (the “Target Commencement Date”). (c) On or before the 30th Day after delivery of a Connection Notice for a Planned Well, Service Provider shall, by notice to Producer, (i) (A) acknowledge that the Planned Well covered by such Connection Notice is a Required Connection Well and provide anticipated aggregate Take Point flow rate availability or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to extend the Fresh Water System to the Well Pad on which such Planned Well is or will be located and, in each case, make Fresh Water available for such Planned Well for the Delivery Fee defined in Section 6.1(a), and provide anticipated aggregate Take Point flow rate availability, or (ii) state that it has determined that such Planned Well is not a Required Connection Well or that, whereas such Planned Well is within the Two Mile Perimeter and/or was included in the Initial Development Plan, making Fresh Water available for such Planned Well is not commercially economical, as solely determined by Service Provider, and in either case state the Delivery Fee that it would charge for extending the Fresh Water System to the Well Pad on which such Planned Well is located and making Fresh Water available for such Planned Well. The Parties acknowledge and agree that Service Provider does not control the availability of Fresh Water at each Take Point and Service Provider’s written notice in response to each Connection Notice shall be subject to change due to fluctuations of Fresh Water availability at any Take Point. Service Provider shall use commercially reasonable efforts to minimize such fluctuations at any Take Point and shall promptly provide written notice to Producer of any material change in anticipated aggregate Take Point flow rate based on Service Provider’s prior notice to Producer. (d) If Service Provider delivers the notice referred to in Section 3.6(c)(i)(A) with respect to a Connection Notice for a Planned Well, such Planned Well shall be deemed a Required Connection Well. If Service Provider delivers the notice referred to in Section 3.6(c)(i)(B) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Service Provider, accept Service Provider’s proposed Delivery Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Delivery Fee proposed in Service Provider’s notice shall be charged for Fresh Water made available at the Frac Water Delivery Point at the Well Pad on which such Planned Well is located. (e) If Service Provider delivers the notice referred to in Section 3.6(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have the Fresh Water System extended to the Well Pad on which such Planned Well is located but does not agree to the proposed Delivery Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use reasonable efforts to reach agreement on a Delivery Fee that would be applicable to Fresh Water made available for such Planned Well. If the Parties agree in writing on such Delivery Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Delivery Fee agreed by the Parties shall be charged for Fresh Water made available at the Frac Water Delivery Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Service Provider, (i) withdraw the Connection Notice with respect to such Planned Well, in which case Producer may source Fresh Water for hydraulic fracturing operations on such Planned Well from such source as Producer may determine, or (ii) agree to pay the incremental costs incurred by Service Provider to extend the Fresh Water System to the Well Pad on which such Planned Well is located above the costs that would be incurred by Service Provider to extend the Fresh Water System to such Well Pad if it were located at the point on the Two Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Well Pad, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Delivery Fee defined in Section 6.1(a) shall apply to Fresh Water made available for such Planned Well. (f) Service Provider shall cause the necessary facilities to be constructed to extend the Fresh Water System to the Well Pad on which each Required Connection Well is located and to make Fresh Water available for such Required Connection Well. Such facilities shall be available to make Fresh Water available to such Required Connection Well as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1) the Target Commencement Date with respect to such Well, (2) the date that is 365 Days after the Connection Notice for such Well, and (3) the date on which such Well is ready for hydraulic fracturing (the later of such dates, with respect to such Well, the “Completion Deadline”). Service Provider shall provide Producer notice promptly upon Service Provider’s becoming aware of any reason to believe that it may not be able to complete the extension of the Fresh Water System to the Well Pad on which a Required Connection Well is located by the Target Commencement Date therefor or to otherwise complete all facilities necessary to make Fresh Water available for such Well by the Target Commencement Date therefor. If and to the extent Service Provider is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.9, then the Completion Deadline for such connection shall be extended for a period of time equal to that during which Service Provider’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available by the Completion Deadline, as Producer’s sole and exclusive remedies for such delay, (i) Producer may, until such time as the Fresh Water System is extended to such Well Pad and Fresh Water can be made available from the Fresh Water System to such Well, source Fresh Water for hydraulic fracturing operations at such Well from such source as it may determine; and (ii) Producer shall have the right to complete the procurement, construction and/or installation of any rights or facilities necessary to extend the Fresh Water System to such Well Pad and/or to permit Fresh Water from the Fresh Water System to be made available at the Frac Water Delivery Point at such Well Pad, in which case Service Provider shall pay to Producer an amount equal to 115% of all reasonable actual and verifiable costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and Producer shall convey all such rights and facilities to Service Provider and such rights and facilities shall thereafter be part of the Fresh Water System. The remedies set forth in clauses (i) and (ii) above shall be applicable to Xxxxx with Completion Deadlines that are on or after December 22, 2015. (g) Producer has previously delivered a Connection Notice to Service Provider with respect to the Required Connection Xxxxx set forth on Exhibit C. Such Connection Notice shall be deemed to have been given for each such Required Connection Well 365 Days prior to the Target Commencement Date specified for such Well in such notice.
Appears in 5 contracts
Samples: Water Services Agreement, Water Services Agreement (Rice Midstream Partners LP), Water Services Agreement (Rice Energy Inc.)
Expansion of Fresh Water System; Connection of Well Pads. (a) The Service Provider shall design and develop the Fresh Water System at least to the capacity of the Minimum Flow Rate shall be designed, developed, and constructed for the purpose of providing sufficient quantities of Fresh Water Services to the High-Rate Transfer Facilities at each Well Pad at a sufficient rate of flow to enable Antero Water to transfer such Fresh Water through the High-Rate Transfer Facilities to the Fresh Water Delivery Points at the applicable Fresh Water Delivery Rate as and when needed for hydraulic fracturing operations on the Required Connection Xxxxxsuch Well Pad, and Service Provider Antero Water shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to plan, procure, construct, install, own, and operate the Fresh Water System so as to timely extend the Fresh Water System to all Xxxxx Pads on which Required Connection Xxxxx are located each Well Pad and timely deliver such quantities of Fresh Water to the Xxxxx Pads each Well Pad so as to permit Service Provider to commence providing the full scope of Fresh Water Services to be provided with respect to all the Required Connection Planned Xxxxx in accordance with this Section 3.64.2; provided, that the foregoing shall not preclude Service Provider Antero Water from also designing designing, developing and developing constituting the Fresh Water System to provide for the provision of services to third parties.
(b) Antero Water shall be obligated to extend the Fresh Water System to a particular Well Pad only if Antero Water has received from Producer shall from time to time give notice, a notice in the form of Exhibit A F hereto (or in such form as the Parties Producer and Antero Water shall otherwise agree from time to time), to Service Provider of each Planned Well ) stating that Producer intends to drill drill, complete, and complete in the Service Area carry out hydraulic fracturing operations on such Xxxxx at such Well Pad (a “Connection Notice”). Each Connection Notice shall set ) and setting forth the target commencement date for starting the commencement of hydraulic fracturing of such Well operations (the “Target Commencement Date”).
(c) On or before the 30th Day after delivery of a Connection Notice for a Planned Well, Service Provider shall, by notice to Producer, (i) (A) acknowledge that the Planned at such Well covered by such Connection Notice is a Required Connection Well Pad and provide anticipated aggregate Take Point flow rate availability or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to extend the Fresh Water System to the Well Pad on which such Planned Well is or will be located and, in each case, make Fresh Water available for such Planned Well Delivery Rate for the Delivery Fee defined in Section 6.1(a), and provide anticipated aggregate Take Point flow rate availability, or (ii) state that it has determined that such Planned Well is not a Required Connection Well or that, whereas such Planned Well is within the Two Mile Perimeter and/or was included in the Initial Development Plan, making Fresh Water available for such Planned Well is not commercially economical, as solely determined by Service Provider, and in either case state the Delivery Fee that it would charge for extending the Fresh Water System to the Well Pad on which such Planned Well is located and making Fresh Water available for such Planned Well. The Parties acknowledge and agree that Service Provider does not control the availability of Fresh Water at each Take Point and Service Provider’s written notice in response to each Connection Notice shall be subject to change due to fluctuations of Fresh Water availability at any Take Point. Service Provider shall use commercially reasonable efforts to minimize such fluctuations at any Take Point and shall promptly provide written notice to Producer of any material change in anticipated aggregate Take Point flow rate based on Service Provider’s prior notice to Producer.
(d) If Service Provider delivers the notice referred to in Section 3.6(c)(i)(A) with respect to a Connection Notice for a Planned Well, such Planned Well shall be deemed a Required Connection Well. If Service Provider delivers the notice referred to in Section 3.6(c)(i)(B) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Service Provider, accept Service Provider’s proposed Delivery Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Delivery Fee proposed in Service Provider’s notice shall be charged for Fresh Water made available at the Frac Water Delivery Point at the Well Pad on which such Planned Well is located.
(e) If Service Provider delivers the notice referred to in Section 3.6(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have the Fresh Water System extended to the Well Pad on which such Planned Well is located but does not agree to the proposed Delivery Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use reasonable efforts to reach agreement on a Delivery Fee that would be applicable to Fresh Water made available for such Planned Well. If the Parties agree in writing on such Delivery Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Delivery Fee agreed by the Parties shall be charged for Fresh Water made available at the Frac Water Delivery Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Service Provider, (i) withdraw the Connection Notice with respect to such Planned Well, in which case Producer may source Fresh Water for hydraulic fracturing operations on such Planned Well from such source as Producer may determine, or (ii) agree to pay the incremental costs incurred by Service Provider to extend the Fresh Water System to the Well Pad on which such Planned Well is located above the costs that would be incurred by Service Provider to extend the Fresh Water System to such Well Pad if it were located at the point on the Two Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Well Pad. Following receipt of a Connection Notice, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Delivery Fee defined in Section 6.1(a) shall apply to Fresh Antero Water made available for such Planned Well.
(f) Service Provider shall cause the necessary facilities to be constructed to extend connect the Fresh Water System to the such Well Pad on which each Required Connection Well is located Pads and to make deliver and install at such Well Pads the necessary High-Rate Transfer Facilities, such that the Fresh Water available for Services can be commenced when hydraulic fracturing operations are ready to be commenced at such Required Connection WellWell Pad. Such facilities shall be available able to make Fresh Water available to such Required Connection Planned Well Pad as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1) the Target Commencement Date with respect to such WellPlanned Well Pad, (2) the date that is 365 180 Days after the Connection Notice Notice, (3) for any Well Pad located in the Initial Service Area but in any area outside the area described in Exhibit A as the “core area”, the date specified for such Wellarea in Exhibit A, (4) for any Well Pad located outside the Initial Service Area, the date that is 18 months after the area in which such Well Pad is located became part of the Service Area, and (35) the date on which the initial Planned Well(s) at such Planned Well Pad has reached its projected depth and is ready for completion and hydraulic fracturing operations (the later of such dates, with respect to such WellPlanned Well Pad, as it may be adjusted in accordance with this Agreement, the “Completion Deadline”). Service Provider Antero Water shall provide Producer notice promptly upon Service ProviderAntero Water’s becoming aware of any reason to believe that it may not be able to complete the extension of connect a Planned Well Pad to the Fresh Water System to the Well Pad on which a Required Connection Well is located by the Target Commencement Date therefor or to otherwise complete all facilities necessary to make provide the full scope of Fresh Water available for Services with respect to the Fresh Water Delivery Points at such Planned Well Pad by the Target Commencement Date therefor. If and to the extent Service Provider Antero Water is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.94.7, then the Completion Deadline for such connection shall be extended for a period of time equal to that the period during which Service ProviderAntero Water’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available Antero Water fails to extend the Fresh Water System to a Well Pad by the Completion DeadlineDate for such Well Pad, and if Antero Water fails to deliver sufficient volumes of Fresh Water to such Well Pad, by truck or otherwise, to enable Fresh Water to be delivered to the Fresh Water Delivery Points through the High-Rate Transfer Facilities at the Fresh Water Delivery Rate, by the Completion Date, then, as Producer’s sole and exclusive remedies for such delay,
(i) if Antero Water notifies Producer may, until such time as that the required volumes of Fresh Water are available at a System is extended Retention Facility, Producer shall have the right to pick up such volumes of Fresh Water at such System Retention Facility and truck it to the inlet to the High Rate Transfer Facilities at or in the vicinity of the Well Pad, in which case the Producer’s actual cost of trucking such Fresh Water to such Well Pad location shall be deducted from the Delivery Point Fee or the Cost of Service Fee, as applicable, or, if applicable, Producer shall be entitled to recover from Antero Water the excess, if any, of its third party and internal costs of trucking such Fresh Water can be made available from to such location over the Delivery Point Fee or the Cost of Service Fee, as applicable, that it would have been obligated to pay Antero Water for the same volumes of Fresh Water; or
(ii) if the required volumes of Fresh Water are not available at a System Retention Facility as provided in clause (i) above, Producer shall have the right to such Well, source obtain Fresh Water from sources other than Antero Water for hydraulic fracturing operations at such Well Pad and truck such Fresh Water to such Well Pad until such time as such Well Pad is connected to the Fresh Water System and the Fresh Water System is ready to make available Fresh Water at such Well Pad in sufficient quantity for the commencement of the Fresh Water Services with respect thereto, in which case Producer shall be entitled to recover from Antero Water the excess, if any, of its third party and internal costs of obtaining such source Fresh Water and trucking such Fresh Water to such Well Pad over the Delivery Point Fee or the Cost of Service Fee, as applicable, that it may determinewould have been obligated to pay Antero Water for the same volumes of Fresh Water; andor
(iiiii) Producer shall have the right to complete the procurement, construction and/or installation (including through one or more subcontractors) of any rights or facilities necessary to extend connect the relevant Planned Well Pad to the Fresh Water System to such Well Pad and/or and to permit Fresh Water from the Fresh Water System to be made available at such Well Pad at the Frac applicable Fresh Water Delivery Point at such Well PadRate, in which case Service Provider Antero Water shall pay pay, within 30 days after presentment of an invoice therefor, to Producer an amount equal to 115% of all reasonable actual and verifiable out of pocket costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and upon receipt of payment by Producer therefor, Producer shall convey all such rights and facilities owned or under the control of Producer to Service Provider Antero Water (and shall use commercially reasonable efforts to obtain any applicable consents triggered by such assignment) and such rights and facilities shall thereafter be part of the Fresh Water System. The remedies set forth in clauses (i), (ii) and (iiiii) above shall be applicable to Xxxxx with Completion Deadlines that are 180 Days or more after the Effective Date. Once a Well Pad is connected to the Fresh Water System, Antero Water shall maintain such connection until such time as Producer has advised Antero Water that all hydraulic fracturing operations have been completed on all Planned Xxxxx at such Well Pad; provided that Antero Water shall have the right to remove and re-lay temporary surface water lines from time to time as long as no delay or after December 22, 2015disruption in Producer’s hydraulic fracturing operations results therefrom.
(gc) If the actual commencement of hydraulic fracturing operations at a particular Well Pad is delayed through no fault of Antero Water more than 30 Days after the Target Commencement Date for such Well Pad and the Fresh Water System is connected to the Fresh Water Delivery Point at such Well Pad and available to commence providing Fresh Water to such Well Pad prior to the date such initial Planned Well is ready for hydraulic fracturing, Antero Water shall be entitled to a fee equal to interest per annum at the Wall Street Journal prime rate on the incremental cost and expense incurred by Antero Water to procure, construct and install the relevant rights and facilities to connect to such Well Pad and to cause such facilities to be available to commence providing Fresh Water thereto for the number of Days after the Target Commencement Date until the Day that hydraulic fracturing of the first Well at such Well Pad has commenced; provided, however, that if hydraulic fracturing of such Well has not commenced by the date that is six months after the Target Commencement Date for such Well through no fault of Antero Water or, as of an earlier date, Producer notifies Antero Water that it has previously delivered elected not to fracture any Planned Xxxxx at such Planned Well Pad, Producer shall pay, within 30 days after presentment of an invoice therefor, to Antero Water an amount equal to 115% of all reasonable incremental costs and expenses incurred by Antero Water in procuring, constructing and installing such rights and facilities to connect the Fresh Water System to such Planned Well Pad and to cause such facilities to be available to commence providing Fresh Water thereto, and Antero Water shall (i) assign, transfer, and deliver to Producer all rights and facilities (including equipment, materials, work in progress, and completed construction) the costs and expenses of which have so been paid by Producer, to Producer, and (ii) use commercially reasonable efforts to obtain any applicable consents triggered by such assignment. If Producer so pays Antero Water and later completes a Well at such Well Pad which it desires to hydraulically fracture, or if such facilities are later used to connect and hydraulically fracture a Well at a different Planned Well Pad or for a third party, Antero Water shall promptly refund to Producer such amount paid by Producer, and Producer shall upon receipt of payment therefor retransfer such rights and facilities to Antero Water (and shall use commercially reasonable efforts to obtain any applicable consents triggered by such assignment).
(d) A Connection Notice shall be deemed to Service Provider with respect to have been given for the Required Connection Planned Xxxxx set forth on Exhibit C. G hereto, the Target Commencement Date for which shall be as set forth on Exhibit G. Such Connection Notice shall be deemed to have been given for each such Required Connection Planned Well 365 180 Days prior to the such Target Commencement Date specified for such Well in such noticeDate.
Appears in 2 contracts
Samples: Water Services Agreement (Antero Midstream Partners LP), Water Services Agreement (ANTERO RESOURCES Corp)
Expansion of Fresh Water System; Connection of Well Pads. (a) The Service Provider shall design and develop the Fresh Water System at least to the capacity of the Minimum Flow Rate shall be designed, developed, and constructed for the purpose of providing sufficient quantities of Fresh Water Services to the High-Rate Transfer Facilities at each Well Pad at a sufficient rate of flow to enable Antero Water to transfer such Fresh Water through the High-Rate Transfer Facilities to the Fresh Water Delivery Points at the applicable Fresh Water Delivery Rate as and when needed for hydraulic fracturing operations on the Required Connection Xxxxxsuch Well Pad, and Service Provider Antero Water shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to plan, procure, construct, install, own, and operate the Fresh Water System so as to timely extend the Fresh Water System to all Xxxxx Pads on which Required Connection Xxxxx are located each Well Pad and timely deliver such quantities of Fresh Water to the Xxxxx Pads each Well Pad so as to permit Service Provider to commence providing the full scope of Fresh Water Services to be provided with respect to all the Required Connection Planned Xxxxx in accordance with this Section 3.64.2; provided, that the foregoing shall not preclude Service Provider Antero Water from also designing designing, developing and developing constituting the Fresh Water System to provide for the provision of services to third parties.
(b) Antero Water shall be obligated to extend the Fresh Water System to a particular Well Pad only if Antero Water has received from Producer shall from time to time give notice, a notice in the form of Exhibit A F hereto (or in such form as the Parties Producer and Antero Water shall otherwise agree from time to time), to Service Provider of each Planned Well ) stating that Producer intends to drill drill, complete, and complete carry out hydraulic fracturing operations on such Xxxxx at such Well Pad (as it may be amended as contemplated in the Service Area (Section 4.2(e), a “Connection Notice”). Each Connection Notice shall set ) and setting forth the target commencement date for starting the commencement of hydraulic fracturing of operations (such Well (date, as it may be amended as contemplated in Section 4.2(e), the “Target Commencement Date”).
(c) On or before the 30th Day after delivery of a Connection Notice for a Planned Well, Service Provider shall, by notice to Producer, (i) (A) acknowledge that the Planned at such Well covered by such Connection Notice is a Required Connection Well Pad and provide anticipated aggregate Take Point flow rate availability or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to extend the Fresh Water System to the Well Pad on which such Planned Well is or will be located and, in each case, make Fresh Water available for such Planned Well Delivery Rate for the Delivery Fee defined in Section 6.1(a), and provide anticipated aggregate Take Point flow rate availability, or (ii) state that it has determined that such Planned Well is not a Required Connection Well or that, whereas such Planned Well is within the Two Mile Perimeter and/or was included in the Initial Development Plan, making Fresh Water available for such Planned Well is not commercially economical, as solely determined by Service Provider, and in either case state the Delivery Fee that it would charge for extending the Fresh Water System to the Well Pad on which such Planned Well is located and making Fresh Water available for such Planned Well. The Parties acknowledge and agree that Service Provider does not control the availability of Fresh Water at each Take Point and Service Provider’s written notice in response to each Connection Notice shall be subject to change due to fluctuations of Fresh Water availability at any Take Point. Service Provider shall use commercially reasonable efforts to minimize such fluctuations at any Take Point and shall promptly provide written notice to Producer of any material change in anticipated aggregate Take Point flow rate based on Service Provider’s prior notice to Producer.
(d) If Service Provider delivers the notice referred to in Section 3.6(c)(i)(A) with respect to a Connection Notice for a Planned Well, such Planned Well shall be deemed a Required Connection Well. If Service Provider delivers the notice referred to in Section 3.6(c)(i)(B) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Service Provider, accept Service Provider’s proposed Delivery Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Delivery Fee proposed in Service Provider’s notice shall be charged for Fresh Water made available at the Frac Water Delivery Point at the Well Pad on which such Planned Well is located.
(e) If Service Provider delivers the notice referred to in Section 3.6(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have the Fresh Water System extended to the Well Pad on which such Planned Well is located but does not agree to the proposed Delivery Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use reasonable efforts to reach agreement on a Delivery Fee that would be applicable to Fresh Water made available for such Planned Well. If the Parties agree in writing on such Delivery Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Delivery Fee agreed by the Parties shall be charged for Fresh Water made available at the Frac Water Delivery Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Service Provider, (i) withdraw the Connection Notice with respect to such Planned Well, in which case Producer may source Fresh Water for hydraulic fracturing operations on such Planned Well from such source as Producer may determine, or (ii) agree to pay the incremental costs incurred by Service Provider to extend the Fresh Water System to the Well Pad on which such Planned Well is located above the costs that would be incurred by Service Provider to extend the Fresh Water System to such Well Pad if it were located at the point on the Two Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Well Pad. Following receipt of a Connection Notice, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Delivery Fee defined in Section 6.1(a) shall apply to Fresh Antero Water made available for such Planned Well.
(f) Service Provider shall cause the necessary facilities to be constructed to extend connect the Fresh Water System to the such Well Pad on which each Required Connection Well is located Pads and to make deliver and install at such Well Pads the necessary High-Rate Transfer Facilities, such that the Fresh Water available for Services can be commenced when hydraulic fracturing operations are ready to be commenced at such Required Connection WellWell Pad. Such facilities shall be available able to make Fresh Water available to such Required Connection Planned Well Pad as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1) the Target Commencement Date with respect to such WellPlanned Well Pad, (2) the date that is 365 180 Days after the Connection Notice Notice, (3) for any Well Pad located in the Initial Service Area but in any area outside the area described in Exhibit A as the “core area” as of the Original Agreement Effective Date, the date specified for such Wellarea in Exhibit A, (4) for any Well Pad located outside the Initial Service Area, the date that is 18 months after the area in which such Well Pad is located became part of the Service Area, and (35) the date on which the initial Planned Well(s) at such Planned Well Pad has reached its projected depth and is ready for completion and hydraulic fracturing operations (the later of such dates, with respect to such WellPlanned Well Pad, as it may be adjusted in accordance with this Agreement, the “Completion Deadline”). Service Provider Antero Water shall provide Producer notice promptly upon Service ProviderAntero Water’s becoming aware of any reason to believe that it may not be able to complete the extension of connect a Planned Well Pad to the Fresh Water System to the Well Pad on which a Required Connection Well is located by the Target Commencement Date therefor or to otherwise complete all facilities necessary to make provide the full scope of Fresh Water available for Services with respect to the Fresh Water Delivery Points at such Planned Well Pad by the Target Commencement Date therefor. If and to the extent Service Provider Antero Water is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.94.7, then the Completion Deadline for such connection shall be extended for a period of time equal to that the period during which Service ProviderAntero Water’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available Antero Water fails to extend the Fresh Water System to a Well Pad by the Completion DeadlineDate for such Well Pad, and if Antero Water fails to deliver sufficient volumes of Fresh Water to such Well Pad, by truck or otherwise, to enable Fresh Water to be delivered to the Fresh Water Delivery Points through the High-Rate Transfer Facilities at the Fresh Water Delivery Rate, by the Completion Date, then, as Producer’s sole and exclusive remedies for such delay,:
(i) if Antero Water notifies Producer may, until such time as that the required volumes of Fresh Water are available at a System is extended Retention Facility, Producer shall have the right to pick up such volumes of Fresh Water at such System Retention Facility and truck it to the inlet to the High Rate Transfer Facilities at or in the vicinity of the Well Pad, in which case the Producer’s actual cost of trucking such Fresh Water to such Well Pad location shall be deducted from the Delivery Point Fee or the Cost of Service Fee, as applicable, or, if applicable, Producer shall be entitled to recover from Antero Water the excess, if any, of its third party and internal costs of trucking such Fresh Water can be made available from to such location over the Delivery Point Fee or the Cost of Service Fee, as applicable, that it would have been obligated to pay Antero Water for the same volumes of Fresh Water; or
(ii) if the required volumes of Fresh Water are not available at a System Retention Facility as provided in clause (i) above, Producer shall have the right to such Well, source obtain Fresh Water from sources other than Antero Water for hydraulic fracturing operations at such Well Pad and truck such Fresh Water to such Well Pad until such time as such Well Pad is connected to the Fresh Water System and the Fresh Water System is ready to make available Fresh Water at such Well Pad in sufficient quantity for the commencement of the Fresh Water Services with respect thereto, in which case Producer shall be entitled to recover from Antero Water the excess, if any, of its third party and internal costs of obtaining such source Fresh Water and trucking such Fresh Water to such Well Pad over the Delivery Point Fee or the Cost of Service Fee, as applicable, that it may determinewould have been obligated to pay Antero Water for the same volumes of Fresh Water; andor
(iiiii) Producer shall have the right to complete the procurement, construction and/or installation (including through one or more subcontractors) of any rights or facilities necessary to extend connect the relevant Planned Well Pad to the Fresh Water System to such Well Pad and/or and to permit Fresh Water from the Fresh Water System to be made available at such Well Pad at the Frac applicable Fresh Water Delivery Point at such Well PadRate, in which case Service Provider Antero Water shall pay pay, within 30 days after presentment of an invoice therefor, to Producer an amount equal to 115% of all reasonable actual and verifiable out of pocket costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and upon receipt of payment by Producer therefor, Producer shall convey all such rights and facilities owned or under the control of Producer to Service Provider Antero Water (and shall use commercially reasonable efforts to obtain any applicable consents triggered by such assignment) and such rights and facilities shall thereafter be part of the Fresh Water System. The remedies set forth in clauses (i), (ii) and (iiiii) above shall be applicable to Xxxxx with Completion Deadlines that are 180 Days or more after the Original Agreement Effective Date. Once a Well Pad is connected to the Fresh Water System, Antero Water shall maintain such connection until such time as Producer has advised Antero Water that all hydraulic fracturing operations have been completed on all Planned Xxxxx at such Well Pad; provided that Antero Water shall have the right to remove and re-lay temporary surface water lines from time to time as long as no delay or after December 22, 2015disruption in Producer’s hydraulic fracturing operations results therefrom.
(gc) If the actual commencement of hydraulic fracturing operations at a particular Well Pad is delayed through no fault of Antero Water more than 30 Days after the Target Commencement Date for such Well Pad and the Fresh Water System is connected to the Fresh Water Delivery Point at such Well Pad and available to commence providing Fresh Water to such Well Pad prior to the date such initial Planned Well is ready for hydraulic fracturing, Antero Water shall be entitled to a fee equal to interest per annum at the Wall Street Journal prime rate on the incremental cost and expense incurred by Antero Water to procure, construct and install the relevant rights and facilities to connect to such Well Pad and to cause such facilities to be available to commence providing Fresh Water thereto for the number of Days after the Target Commencement Date until the Day that hydraulic fracturing of the first Well at such Well Pad has commenced; provided, however, that if hydraulic fracturing of such Well has not commenced by the date that is six months after the Target Commencement Date for such Well through no fault of Antero Water or, as of an earlier date, Producer notifies Antero Water that it has previously delivered elected not to fracture any Planned Xxxxx at such Planned Well Pad, Producer shall pay, within 30 days after presentment of an invoice therefor, to Antero Water an amount equal to 115% of all reasonable incremental costs and expenses incurred by Antero Water in procuring, constructing and installing such rights and facilities to connect the Fresh Water System to such Planned Well Pad and to cause such facilities to be available to commence providing Fresh Water thereto, and Antero Water shall (i) assign, transfer, and deliver to Producer all rights and facilities (including equipment, materials, work in progress, and completed construction) the costs and expenses of which have so been paid by Producer, to Producer, and (ii) use commercially reasonable efforts to obtain any applicable consents triggered by such assignment. If Producer so pays Antero Water and later completes a Well at such Well Pad which it desires to hydraulically fracture, or if such facilities are later used to connect and hydraulically fracture a Well at a different Planned Well Pad or for a third party, Antero Water shall promptly refund to Producer such amount paid by Producer, and Producer shall upon receipt of payment therefor retransfer such rights and facilities to Antero Water (and shall use commercially reasonable efforts to obtain any applicable consents triggered by such assignment).
(d) A Connection Notice shall be deemed to Service Provider with respect to have been given for the Required Connection Planned Xxxxx set forth on Exhibit C. G hereto, the Target Commencement Date for which shall be as set forth on Exhibit G. Such Connection Notice shall be deemed to have been given for each such Required Connection Planned Well 365 180 Days prior to such Target Commencement Date.
(e) Without limiting the rights and obligations of the Parties under Section 4.2(c), with respect to any Well Pad for which Producer has delivered a Connection Notice (any such Well Pad for which a Delay Notice described below is provided, a “Delayed Well Pad”, and such Connection Notice, the “Original Connection Notice” with respect to such Delayed Well Pad), Producer may, by notice to Antero Water (a “Delay Notice”), inform Antero Water that the expected completion date for drilling and completion of the Xxxxx on the Delayed Well Pad has been extended beyond the Target Commencement Date for the Delayed Well Pad stated in the Original Connection Notice and that Producer elects either to (1) amend the Original Connection Notice for the Delayed Well Pad by changing the Target Commencement Date to a date specified for in such Delay Notice, in which case the Completion Deadline shall be determined as set forth in Section 4.2(b) based on the date of delivery of the Original Connection Notice but utilizing the Target Commencement Date as so amended, or (2) withdraw the Original Connection Notice. If Producer elects to withdraw the Original Connection Notice, and if a new Connection Notice is later delivered with respect to the Delayed Well Pad, Antero Water shall cause the necessary facilities to be constructed to connect the Well Pads to the Fresh Water System and to commence the Fresh Water Services with respect to the Fresh Water Delivery Points at such Well Pads as provided in such notice.this Agreement based on the new Connection Notice, with the Completion Deadline being determined based on the date of delivery of the new Connection Notice and the Target Commencement Date set forth therein, as though the Original Connection Notice was never given. In the case of either (1) or (2) above:
Appears in 2 contracts
Samples: Water Services Agreement (ANTERO RESOURCES Corp), Water Services Agreement (Antero Midstream Partners LP)
Expansion of Fresh Water System; Connection of Well Pads. (a) The Service Provider shall design and develop the Fresh Water System at least to the capacity of the Minimum Flow Rate shall be designed, developed, and constructed for the purpose of providing sufficient quantities of Fresh Water Services to the High-Rate Transfer Facilities at each Well Pad at a sufficient rate of flow to enable Antero Water to transfer such Fresh Water through the High-Rate Transfer Facilities to the Fresh Water Delivery Points at the applicable Fresh Water Delivery Rate as and when needed for hydraulic fracturing operations on the Required Connection Xxxxxsuch Well Pad, and Service Provider Antero Water shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to plan, procure, construct, install, own, and operate the Fresh Water System so as to timely extend the Fresh Water System to all Xxxxx Pads on which Required Connection Xxxxx are located each Well Pad and timely deliver such quantities of Fresh Water to the Xxxxx Pads each Well Pad so as to permit Service Provider to commence providing the full scope of Fresh Water Services to be provided with respect to all the Required Connection Planned Xxxxx in accordance with this Section 3.64.2; provided, that the foregoing shall not preclude Service Provider Antero Water from also designing designing, developing and developing constituting the Fresh Water System to provide for the provision of services to third parties.
(b) Antero Water shall be obligated to extend the Fresh Water System to a particular Well Pad only if Antero Water has received from Producer shall from time to time give notice, a notice in the form of Exhibit A F hereto (or in such form as the Parties Producer and Antero Water shall otherwise agree from time to time), to Service Provider of each Planned Well ) stating that Producer intends to drill drill, complete, and complete in the Service Area carry out hydraulic fracturing operations on such Xxxxx at such Well Pad (a “Connection Notice”). Each Connection Notice shall set ) and setting forth the target commencement date for starting the commencement of hydraulic fracturing of such Well operations (the “Target Commencement Date”).
(c) On or before the 30th Day after delivery of a Connection Notice for a Planned Well, Service Provider shall, by notice to Producer, (i) (A) acknowledge that the Planned at such Well covered by such Connection Notice is a Required Connection Well Pad and provide anticipated aggregate Take Point flow rate availability or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to extend the Fresh Water System to the Well Pad on which such Planned Well is or will be located and, in each case, make Fresh Water available for such Planned Well Delivery Rate for the Delivery Fee defined in Section 6.1(a), and provide anticipated aggregate Take Point flow rate availability, or (ii) state that it has determined that such Planned Well is not a Required Connection Well or that, whereas such Planned Well is within the Two Mile Perimeter and/or was included in the Initial Development Plan, making Fresh Water available for such Planned Well is not commercially economical, as solely determined by Service Provider, and in either case state the Delivery Fee that it would charge for extending the Fresh Water System to the Well Pad on which such Planned Well is located and making Fresh Water available for such Planned Well. The Parties acknowledge and agree that Service Provider does not control the availability of Fresh Water at each Take Point and Service Provider’s written notice in response to each Connection Notice shall be subject to change due to fluctuations of Fresh Water availability at any Take Point. Service Provider shall use commercially reasonable efforts to minimize such fluctuations at any Take Point and shall promptly provide written notice to Producer of any material change in anticipated aggregate Take Point flow rate based on Service Provider’s prior notice to Producer.
(d) If Service Provider delivers the notice referred to in Section 3.6(c)(i)(A) with respect to a Connection Notice for a Planned Well, such Planned Well shall be deemed a Required Connection Well. If Service Provider delivers the notice referred to in Section 3.6(c)(i)(B) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Service Provider, accept Service Provider’s proposed Delivery Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Delivery Fee proposed in Service Provider’s notice shall be charged for Fresh Water made available at the Frac Water Delivery Point at the Well Pad on which such Planned Well is located.
(e) If Service Provider delivers the notice referred to in Section 3.6(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have the Fresh Water System extended to the Well Pad on which such Planned Well is located but does not agree to the proposed Delivery Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use reasonable efforts to reach agreement on a Delivery Fee that would be applicable to Fresh Water made available for such Planned Well. If the Parties agree in writing on such Delivery Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Delivery Fee agreed by the Parties shall be charged for Fresh Water made available at the Frac Water Delivery Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Service Provider, (i) withdraw the Connection Notice with respect to such Planned Well, in which case Producer may source Fresh Water for hydraulic fracturing operations on such Planned Well from such source as Producer may determine, or (ii) agree to pay the incremental costs incurred by Service Provider to extend the Fresh Water System to the Well Pad on which such Planned Well is located above the costs that would be incurred by Service Provider to extend the Fresh Water System to such Well Pad if it were located at the point on the Two Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Well Pad. Following receipt of a Connection Notice, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Delivery Fee defined in Section 6.1(a) shall apply to Fresh Antero Water made available for such Planned Well.
(f) Service Provider shall cause the necessary facilities to be constructed to extend connect the Fresh Water System to the such Well Pad on which each Required Connection Well is located Pads and to make deliver and install at such Well Pads the necessary High-Rate Transfer Facilities, such that the Fresh Water available for Services can be commenced when hydraulic fracturing operations are ready to be commenced at such Required Connection WellWell Pad. Such facilities shall be available able to make Fresh Water available to such Required Connection Planned Well Pad as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1) the Target Commencement Date with respect to such WellPlanned Well Pad, (2) the date that is 365 180 Days after the Connection Notice Notice, (3) for any Well Pad located in the Initial Service Area but in any area outside the area described in Exhibit A as the “core area”, the date specified for such Wellarea in Exhibit A, (4) for any Well Pad located outside the Initial Service Area, the date that is 18 months after the area in which such Well Pad is located became part of the Service Area, and (35) the date on which the initial Planned Well(s) at such Planned Well Pad has reached its projected depth and is ready for completion and hydraulic fracturing operations (the later of such dates, with respect to such WellPlanned Well Pad, as it may be adjusted in accordance with this Agreement, the “Completion Deadline”). Service Provider Antero Water shall provide Producer notice promptly upon Service ProviderAntero Water’s becoming aware of any reason to believe that it may not be able to complete the extension of connect a Planned Well Pad to the Fresh Water System to the Well Pad on which a Required Connection Well is located by the Target Commencement Date therefor or to otherwise complete all facilities necessary to make provide the full scope of Fresh Water available for Services with respect to the Fresh Water Delivery Points at such Planned Well Pad by the Target Commencement Date therefor. If and to the extent Service Provider Antero Water is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.94.7, then the Completion Deadline for such connection shall be extended for a period of time equal to that the period during which Service ProviderAntero Water’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available Antero Water fails to extend the Fresh Water System to a Well Pad by the Completion DeadlineDate for such Well Pad, and if Antero Water fails to deliver sufficient volumes of Fresh Water to such Well Pad, by truck or otherwise, to enable Fresh Water to be delivered to the Fresh Water Delivery Points through the High-Rate Transfer Facilities at the Fresh Water Delivery Rate, by the Completion Date, then, as Producer’s sole and exclusive remedies for such delay,
(i) Producer may, until such time as the Fresh Water System is extended to such Well Pad and Fresh Water can be made available from the Fresh Water System to such Well, source Fresh Water for hydraulic fracturing operations at such Well from such source as it may determine; and
(ii) Producer shall have the right to complete the procurement, construction and/or installation of any rights or facilities necessary to extend the Fresh Water System to such Well Pad and/or to permit Fresh Water from the Fresh Water System to be made available at the Frac Water Delivery Point at such Well Pad, in which case Service Provider shall pay to Producer an amount equal to 115% of all reasonable actual and verifiable costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and Producer shall convey all such rights and facilities to Service Provider and such rights and facilities shall thereafter be part of the Fresh Water System. The remedies set forth in clauses (i) and (ii) above shall be applicable to Xxxxx with Completion Deadlines that are on or after December 22, 2015.
(g) Producer has previously delivered a Connection Notice to Service Provider with respect to the Required Connection Xxxxx set forth on Exhibit C. Such Connection Notice shall be deemed to have been given for each such Required Connection Well 365 Days prior to the Target Commencement Date specified for such Well in such notice.
Appears in 1 contract
Samples: Contribution, Conveyance and Assumption Agreement (ANTERO RESOURCES Corp)
Expansion of Fresh Water System; Connection of Well Pads. (a) The Service Provider shall design and develop the Fresh Water System at least to the capacity of the Minimum Flow Rate shall be designed, developed, and constructed for the purpose of providing sufficient quantities of Fresh Water Services to the High-Rate Transfer Facilities at each Well Pad at a sufficient rate of flow to enable Antero Water to transfer such Fresh Water through the High-Rate Transfer Facilities to the Fresh Water Delivery Points at the applicable Fresh Water Delivery Rate as and when needed for hydraulic fracturing operations on the Required Connection Xxxxxsuch Well Pad, and Service Provider Antero Water shall be obligated, at its sole cost and expense, subject to the provisions of this Agreement, to plan, procure, construct, install, own, and operate the Fresh Water System so as to timely extend the Fresh Water System to all Xxxxx Pads on which Required Connection Xxxxx are located each Well Pad and timely deliver such quantities of Fresh Water to the Xxxxx Pads each Well Pad so as to permit Service Provider to commence providing the full scope of Fresh Water Services to be provided with respect to all the Required Connection Planned Xxxxx in accordance with this Section 3.64.2; provided, that the foregoing shall not preclude Service Provider Antero Water from also designing designing, developing and developing constituting the Fresh Water System to provide for the provision of services to third parties.
(b) Antero Water shall be obligated to extend the Fresh Water System to a particular Well Pad only if Antero Water has received from Producer shall from time to time give notice, a notice in the form of Exhibit A F hereto (or in such form as the Parties Producer and Antero Water shall otherwise agree from time to time), to Service Provider of each Planned Well ) stating that Producer intends to drill drill, complete, and complete in the Service Area carry out hydraulic fracturing operations on such Xxxxx at such Well Pad (a “Connection Notice”). Each Connection Notice shall set ) and setting forth the target commencement date for starting the commencement of hydraulic fracturing of such Well operations (the “Target Commencement Date”).
(c) On or before the 30th Day after delivery of a Connection Notice for a Planned Well, Service Provider shall, by notice to Producer, (i) (A) acknowledge that the Planned at such Well covered by such Connection Notice is a Required Connection Well Pad and provide anticipated aggregate Take Point flow rate availability or (B) acknowledge that such Planned Well is not a Required Connection Well but nonetheless commit to extend the Fresh Water System to the Well Pad on which such Planned Well is or will be located and, in each case, make Fresh Water available for such Planned Well Delivery Rate for the Delivery Fee defined in Section 6.1(a), and provide anticipated aggregate Take Point flow rate availability, or (ii) state that it has determined that such Planned Well is not a Required Connection Well or that, whereas such Planned Well is within the Two Mile Perimeter and/or was included in the Initial Development Plan, making Fresh Water available for such Planned Well is not commercially economical, as solely determined by Service Provider, and in either case state the Delivery Fee that it would charge for extending the Fresh Water System to the Well Pad on which such Planned Well is located and making Fresh Water available for such Planned Well. The Parties acknowledge and agree that Service Provider does not control the availability of Fresh Water at each Take Point and Service Provider’s written notice in response to each Connection Notice shall be subject to change due to fluctuations of Fresh Water availability at any Take Point. Service Provider shall use commercially reasonable efforts to minimize such fluctuations at any Take Point and shall promptly provide written notice to Producer of any material change in anticipated aggregate Take Point flow rate based on Service Provider’s prior notice to Producer.
(d) If Service Provider delivers the notice referred to in Section 3.6(c)(i)(A) with respect to a Connection Notice for a Planned Well, such Planned Well shall be deemed a Required Connection Well. If Service Provider delivers the notice referred to in Section 3.6(c)(i)(B) with respect to a Connection Notice for a Planned Well, Producer may, by notice to Service Provider, accept Service Provider’s proposed Delivery Fee, in which case such Planned Well shall be deemed a Required Connection Well from and after the date of Producer’s notice, and the Delivery Fee proposed in Service Provider’s notice shall be charged for Fresh Water made available at the Frac Water Delivery Point at the Well Pad on which such Planned Well is located.
(e) If Service Provider delivers the notice referred to in Section 3.6(c)(ii) with respect to a Connection Notice for a Planned Well, and if Producer desires to have the Fresh Water System extended to the Well Pad on which such Planned Well is located but does not agree to the proposed Delivery Fee stated in such notice, the Parties shall negotiate in good faith for a period not to exceed 30 Days from the date of such notice and use reasonable efforts to reach agreement on a Delivery Fee that would be applicable to Fresh Water made available for such Planned Well. If the Parties agree in writing on such Delivery Fee, such Planned Well shall be deemed a Required Connection Well from and after the date of such agreement, and the Delivery Fee agreed by the Parties shall be charged for Fresh Water made available at the Frac Water Delivery Point at the Well Pad on which such Planned Well is located. If the Parties do not reach agreement within such 30-day period, Producer may, at its option by notice to Service Provider, (i) withdraw the Connection Notice with respect to such Planned Well, in which case Producer may source Fresh Water for hydraulic fracturing operations on such Planned Well from such source as Producer may determine, or (ii) agree to pay the incremental costs incurred by Service Provider to extend the Fresh Water System to the Well Pad on which such Planned Well is located above the costs that would be incurred by Service Provider to extend the Fresh Water System to such Well Pad if it were located at the point on the Two Mile Perimeter, as of the date of the Connection Notice for such Planned Well, that is nearest such Well Pad. Following receipt of a Connection Notice, in which case such Planned Well shall become a Required Connection Well from and after the date of Producer’s notice, and the Delivery Fee defined in Section 6.1(a) shall apply to Fresh Antero Water made available for such Planned Well.
(f) Service Provider shall cause the necessary facilities to be constructed to extend connect the Fresh Water System to the such Well Pad on which each Required Connection Well is located Pads and to make deliver and install at such Well Pads the necessary High-Rate Transfer Facilities, such that the Fresh Water available for Services can be commenced when hydraulic fracturing operations are ready to be commenced at such Required Connection WellWell Pad. Such facilities shall be available able to make Fresh Water available to such Required Connection Planned Well Pad as soon as reasonably practicable following the Connection Notice with respect to such Well and in any event on or before the later to occur of (1) the Target Commencement Date with respect to such WellPlanned Well Pad, (2) the date that is 365 180 Days after the Connection Notice Notice, (3) for any Well Pad located in the Initial Service Area but in any area outside the area described in Exhibit A as the “core area”, the date specified for such Wellarea in Exhibit A, (4) for any Well Pad located outside the Initial Service Area, the date that is 18 months after the area in which such Well Pad is located became part of the Service Area, and (35) the date on which the initial Planned Well(s) at such Planned Well Pad has reached its projected depth and is ready for completion and hydraulic fracturing operations (the later of such dates, with respect to such WellPlanned Well Pad, as it may be adjusted in accordance with this Agreement, the “Completion Deadline”). Service Provider Antero Water shall provide Producer notice promptly upon Service ProviderAntero Water’s becoming aware of any reason to believe that it may not be able to complete the extension of connect a Planned Well Pad to the Fresh Water System to the Well Pad on which a Required Connection Well is located by the Target Commencement Date therefor or to otherwise complete all facilities necessary to make provide the full scope of Fresh Water available for Services with respect to the Fresh Water Delivery Points at such Planned Well Pad by the Target Commencement Date therefor. If and to the extent Service Provider Antero Water is delayed in completing and making available such facilities by a Force Majeure event or any action of Producer that is inconsistent with the cooperation requirements of Section 3.94.7, then the Completion Deadline for such connection shall be extended for a period of time equal to that the period during which Service ProviderAntero Water’s completion and making available of such facilities was delayed by such events or actions. If such facilities are not completed and made available Antero Water fails to extend the Fresh Water System to a Well Pad by the Completion DeadlineDate for such Well Pad, and if Antero Water fails to deliver sufficient volumes of Fresh Water to such Well Pad, by truck or otherwise, to enable Fresh Water to be delivered to the Fresh Water Delivery Points through the High-Rate Transfer Facilities at the Fresh Water Delivery Rate, by the Completion Date, then, as Producer’s sole and exclusive remedies for such delay,
(i) if Antero Water notifies Producer may, until such time as that the required volumes of Fresh Water are available at a System is extended Retention Facility, Producer shall have the right to pick up such volumes of Fresh Water at such System Retention Facility and truck it to the inlet to the High Rate Transfer Facilities at or in the vicinity of the Well Pad, in which case the Producer’s actual cost of trucking such Fresh Water to such Well Pad location shall be deducted from the Delivery Point Fee or the Cost of Service Fee, as applicable, or, if applicable, Producer shall be entitled to recover from Antero Water the excess, if any, of its third party and internal costs of trucking such Fresh Water can be made available from the Fresh Water System to such Welllocation over the Delivery Point Fee or the Cost of Service Fee, source Fresh as applicable, that it would have been obligated to pay Antero Water for hydraulic fracturing operations at such Well from such source as it may determinethe same volumes of Fresh Water; andor
(ii) if the required volumes of Fresh Water are not available at a System Retention Facility as provided in clause
(iii) Producer shall have the right to complete the procurement, construction and/or installation (including through one or more subcontractors) of any rights or facilities necessary to extend connect the relevant Planned Well Pad to the Fresh Water System to such Well Pad and/or and to permit Fresh Water from the Fresh Water System to be made available at such Well Pad at the Frac applicable Fresh Water Delivery Point at such Well PadRate, in which case Service Provider Antero Water shall pay pay, within 30 days after presentment of an invoice therefor, to Producer an amount equal to 115% of all reasonable actual and verifiable out of pocket costs and expenses incurred by Producer in so procuring, constructing, and/or installing such rights and facilities, and upon receipt of payment by Producer therefor, Producer shall convey all such rights and facilities owned or under the control of Producer to Service Provider Antero Water (and shall use commercially reasonable efforts to obtain any applicable consents triggered by such assignment) and such rights and facilities shall thereafter be part of the Fresh Water System. The remedies set forth in clauses (i), (ii) and (iiiii) above shall be applicable to Xxxxx with Completion Deadlines that are 180 Days or more after the Effective Date. Once a Well Pad is connected to the Fresh Water System, Antero Water shall maintain such connection until such time as Producer has advised Antero Water that all hydraulic fracturing operations have been completed on all Planned Xxxxx at such Well Pad; provided that Antero Water shall have the right to remove and re-lay temporary surface water lines from time to time as long as no delay or after December 22, 2015disruption in Producer’s hydraulic fracturing operations results therefrom.
(gc) If the actual commencement of hydraulic fracturing operations at a particular Well Pad is delayed through no fault of Antero Water more than 30 Days after the Target Commencement Date for such Well Pad and the Fresh Water System is connected to the Fresh Water Delivery Point at such Well Pad and available to commence providing Fresh Water to such Well Pad prior to the date such initial Planned Well is ready for hydraulic fracturing, Antero Water shall be entitled to a fee equal to interest per annum at the Wall Street Journal prime rate on the incremental cost and expense incurred by Antero Water to procure, construct and install the relevant rights and facilities to connect to such Well Pad and to cause such facilities to be available to commence providing Fresh Water thereto for the number of Days after the Target Commencement Date until the Day that hydraulic fracturing of the first Well at such Well Pad has commenced; provided, however, that if hydraulic fracturing of such Well has not commenced by the date that is six months after the Target Commencement Date for such Well through no fault of Antero Water or, as of an earlier date, Producer notifies Antero Water that it has previously delivered elected not to fracture any Planned Xxxxx at such Planned Well Pad, Producer shall pay, within 30 days after presentment of an invoice therefor, to Antero Water an amount equal to 115% of all reasonable incremental costs and expenses incurred by Antero Water in procuring, constructing and installing such rights and facilities to connect the Fresh Water System to such Planned Well Pad and to cause such facilities to be available to commence providing Fresh Water thereto, and Antero Water shall (i) assign, transfer, and deliver to Producer all rights and facilities (including equipment, materials, work in progress, and completed construction) the costs and expenses of which have so been paid by Producer, to Producer, and (ii) use commercially reasonable efforts to obtain any applicable consents triggered by such assignment. If Producer so pays Antero Water and later completes a Well at such Well Pad which it desires to hydraulically fracture, or if such facilities are later used to connect and hydraulically fracture a Well at a different Planned Well Pad or for a third party, Antero Water shall promptly refund to Producer such amount paid by Producer, and Producer shall upon receipt of payment therefor retransfer such rights and facilities to Antero Water (and shall use commercially reasonable efforts to obtain any applicable consents triggered by such assignment).
(d) A Connection Notice shall be deemed to Service Provider with respect to have been given for the Required Connection Planned Xxxxx set forth on Exhibit C. G hereto, the Target Commencement Date for which shall be as set forth on Exhibit G. Such Connection Notice shall be deemed to have been given for each such Required Connection Planned Well 365 180 Days prior to the such Target Commencement Date specified for such Well in such noticeDate.
Appears in 1 contract
