Exhibit 24
POWER OF ATTORNEY
The undersigned hereby makes, constitutes and appoints each of Candice L.
Cheeseman, William H. Gault and Robert N. Fitzgerald, signing singly, as the
undersigned's true and lawful attorney-in-fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead of the
undersigned to:
(1) prepare, execute, acknowledge in the undersigned's name and on the
undersigned's behalf, and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including any amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned
to make electronic filings with the SEC of reports required by Section 16 of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the "Exchange Act"), or any rule or
regulation of the SEC;
(2) prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5 or
such other forms, including any amendments thereto, as may be required by
Section 16 of the Exchange Act with respect to the securities of Rose Rock
Midstream, L.P., a Delaware limited partnership (the "Company"), with the SEC
and the Company;
(3) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and
(4) perform any and all other acts which in the discretion of such
attorney-in-fact are determined to be necessary or desirable for and on behalf
of the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in his or her discretion on information provided to such
attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by each such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as such attorney-in-fact,
in his or her discretion, deems necessary or desirable;
(3) neither the Company nor such attorneys-in-fact assume(s) (i) any
liability for the undersigned's responsibility to comply with the requirements
of the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.
The undersigned hereby gives and grants to each such attorney-in-fact full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary or appropriate to be done in and about the foregoing
matters as fully to all intents and purposes as the undersigned might or could
do if present, hereby ratifying all that such attorney-in-fact of, for and on
behalf of the undersigned, shall lawfully do or cause to be done by virtue of
this Power of Attorney.
This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to such attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 15th day of March, 2016.
/s/ Thomas D. Sell
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Thomas D. Sell
STATE OF OKLAHOMA )
) ss.
COUNTY OF TULSA )
On this 15th day of March, in the year 2016, before me, the undersigned, a
Notary Public in and or said state, personally appeared Thomas D. Sell,
personally known to me or proved to me on the basis of satisfactory evidence to
be the person whose name is subscribed to the within instrument and acknowledged
to me that he/she executed the same in his/her capacity, and that by his/her
signature on the instrument, the person or the entity upon behalf of which the
person acted, executed the instrument.
(SEAL)
/s/ Elayna M. Conner
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Notary Public
My Commission Expires: 2/22/2018
