SECOND AMENDED AND RESTATED FRESH WATER SERVICES AGREEMENT AGREEMENT ADDENDUM XX OPCO’S OBLIGATIONS
Exhibit 10.37
SECOND AMENDED AND RESTATED
FRESH WATER SERVICES AGREEMENT
AGREEMENT ADDENDUM XX
OPCO’S OBLIGATIONS
This AGREEMENT ADDENDUM XX (this “Agreement Addendum”) (a) shall be effective as among the Persons named below as “Producer” and “OpCo” as of the date specified below as the “Effective Date,” (b) incorporates the Second Amended and Restated Agreement Terms and Conditions Relating to Fresh Water Services (the “Agreement Terms and Conditions”), which were last amended effective as of March 31, 2016 and recorded in the real property records of Weld County, Colorado on as , and (c) together with the Agreement Terms and Conditions, shall constitute one contract and shall be the Agreement of the Parties. Except as otherwise set forth herein (i) all terms shall have the meanings assigned to such terms in the Agreement Terms and Conditions, and (ii) all references to Exhibits, Appendices, Articles, Sections, subsections and other subdivisions refer to the corresponding Exhibits, Appendices, Articles, Sections, subsections and other subdivisions of or to the Agreement Terms and Conditions.
OpCo owns, directly or indirectly, all of the Controlling interest in Colorado River DevCo LP and Green River DevCo LP (collectively, the “Original Subsidiaries”).
Producer desires for OpCo to cause the Original Subsidiaries to provide the Services utilizing the System in order for Producer to obtain a consistent level of service related to the storage and transportation of Fresh Water within the Service Area, and OpCo desires to cause the Original Subsidiaries 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 to Producer within the Service Area, Producer and OpCo hereby enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements in this Agreement, OpCo and Producer hereby agree as follows:
| Producer | Noble Energy, Inc., a Delaware corporation | |
| OpCo | Noble Midstream Services, LLC, a Delaware limited liability company | |
| Effective Date | March 31, 2016 | |
Agreement Addendum XX – Page 1
Second Amended and Restated Fresh Water Services Agreement
| Notices and Payments | ||
| Notice Address – General Matters & Correspondence | OpCo:
Noble Midstream Services, LLC ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chief Financial Officer ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Producer:
Noble Energy, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Director of USO Finance, ▇▇▇▇▇▇ Free Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
| |
| Notice Address – Operational Matters, Force Majeure and Delivery interruptions | Midstream Co:
Midstream Co c/o Noble Midstream Services, LLC ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Chief Operating Officer ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Producer:
Noble Energy, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Vice President – DJ Business Unit ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
Agreement Addendum XX – Page 2
Second Amended and Restated Fresh Water Services Agreement
| Notice Address – Invoicing Matters | OpCo:
OpCo ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Ian Dams Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
Producer:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Director of Revenue Accounting ▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
| |
| Payments by Electronic Funds Transfer | Producer:
ABA/Routing Number: ▇▇▇▇▇▇▇▇▇ Account Number: 08805135066 Account Name: Noble Energy, Inc. Financial Institution: ▇▇ ▇▇▇▇▇▇ Bank Swift: ▇▇▇▇▇▇▇▇ |
| 1. | Definitions. The term “Original Midstream Co” shall refer to each entity that is both a Midstream Co party to an Agreement related to the storage and transportation of Fresh Water and is a subsidiary of OpCo. For the avoidance of doubt, OpCo has no obligations or responsibilities towards or with respect to NBL Midstream Holdings LLC. |
| 2. | OpCo’s Obligations. OpCo shall cause each Original Midstream Co to comply with the obligations of such Original Midstream Co under the Midstream Agreement Addendum to which such Original Midstream Co is a party and the Agreement Terms and Conditions. If at any time, an Original Midstream Co assigns its obligations under a Midstream Agreement Addendum to a Midstream Co Assignee, OpCo shall have no obligations under this Section 2 with respect to such Midstream Co Assignee and shall not be liable for any performance or non-performance by such Midstream Co Assignee. |
| 3. | Coordination of System Plans. Subject to Midstream Co’s rights under Section 13.2, OpCo shall cause the Original Midstream Cos to coordinate their System Plans so that, taken as a whole, the System Plans delivered by all of the Original Midstream Cos satisfy the needs for Services throughout the Service Area, except to the extent OpCo reasonably determines any portion of the Service Area should be serviced by any Midstream Co Assignee. |
Agreement Addendum XX – Page 3
Second Amended and Restated Fresh Water Services Agreement
| 4. | No Other Obligations. OpCo shall not have any of the rights or be bound by any of the terms of the Agreement Terms and Conditions, except as provided in (a) Section 1 of this Agreement Addendum, and (b) Article 8 and Article 17 of the Agreement Terms and Conditions. No reference to a “Party” or the “Parties” in the Agreement Terms and Conditions shall be deemed to include a reference to OpCo. |
| 5. | Enforcement by OpCo. OpCo shall have the right to enforce all rights of each Original Midstream Cos under the Agreement Addendum to which such Original Midstream Co is a Party. |
| 6. | Notices Delivered to OpCo. All notices and other communications required under the Agreement Terms and Conditions to be delivered to an Original Midstream Co shall be deemed delivered if received by OpCo. |
(End of Agreement Addendum XX)
Agreement Addendum XX – Page 4
Second Amended and Restated Fresh 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ | ||
| Executive Vice President | ||
| STATE OF TEXAS | ) | |||
| ) | ss. | |||
| COUNTY OF ▇▇▇▇▇▇ | ) |
The foregoing instrument was acknowledged before me this 26th day of April, 2016 by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Executive Vice President of Noble Energy, Inc., a Delaware corporation, on behalf of said corporation.
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ |
| Notary Public in and for the State of Texas |
Agreement Addendum XX – Signature Page 1
Second Amended and Restated Fresh Water Services Agreement
| “OpCo” | ||
| NOBLE MIDSTREAM SERVICES, LLC
| ||
| By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||
| Chief Executive Officer | ||
| STATE OF COLORADO | ) | |||
| ) | ss. | |||
| COUNTY OF | ) |
The foregoing instrument was acknowledged before me this 26th day of April, 2016 by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Executive Officer of Noble Midstream Services, LLC, a Delaware limited liability company, on behalf of said company.
| /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| Notary Public in and for the State of Texas |
Agreement Addendum XX – Signature Page 2
Second Amended and Restated Fresh Water Services Agreement