HomeMy WebLinkAboutContract 47624 CITY SE
CONTRACT ._ -
CAUSE NO. 48-000000-15
§ IN THE DISTRICT COURT
IN RE CHESAPEAKE BARNETT § OF TARRANT COUNTY,
ROYALTY LITIGATION #2 § TEXAS
48th JUDICIAL DISTRICT
NOT APPLICABLE TO ALL CASES
Cause No. 48-268798-13
CITY OF FORT WORTH, §
Plaintiff' § IN THE DISTRICT COURT
V. §
CHESAPEAKE ENERGY §
CORPORATION, CHESAPEAKE §
OPERATING, INC., §
CHESAPEAKE EXPLORATION, § OF TARR.ANT COUNTY, TEXAS
LLC, CHESAPEAKE ENERGY §
MARKETING, LLC, TOTAL E&P §
(USA), INC., TOTAL GAS & §
POWER NORTH AMERICA, INC., §
AUBREY McCLENDON, and §
DORCHESTER RESOURCES, L.P., §
formerly known as ARCADIA § 48th JUDICIAL DISTRICT
RESOURCES, L.P., §
.§
Defendants. §
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
This Compromise Settlement and Release Agreement ("Agreement") is
executed on the one hand by the City of Fort Worth, Fort Worth Housing Finance
Corporation, Fort Worth Local Development Corporation and The Villas of
Eastwood Terrace, LLC (collectively the "City"), and on the other hand, by Total
E&P (USA), Inc. a/k/a Total E&P USA, Inc. ("Total E&P") and Total Gas &
Power North America, Inc. ("Total Gas &Power") (collectively "Total"), effective
as of the date stated below (the "Effective Date").
WHEREAS, the City, as Lessor, entered into a number of oil and gas leases
with various lessees. The Leases are more particularly described on Exhibit A
attached hereto and made a part hereof(the "Leases"); and
WHEREAS, in early 2010, Total E&P acquired from a Chesapeake entity a
25% working interest in the Leases; and
WHEREAS, in 2013, the City filed suits as Cause Nos. 48-268798-13 and
352-272138-14 (collectively the "Lawsuit") complaining about the lessees'
compliance with the Leases; and
WHEREAS, the City and Total have determined that it is in their respective
best interests to resolve the Lawsuit on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises, promises, covenants
and representations set forth below, the City and Total agree as follows:
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 2
1. Total will pay or cause to be paid on behalf of the City by wire
transfer to the trust account of Cantey Hanger LLP (Bank of Texas ABA
111014325, Account #31009190) the total sum of six million dollars
($6,000,000.00). Payment thereof shall be made on or before March 23, 2016;
provided, however, if the governing bodies for the City have not fully approved
this Agreement by March 23, 2016, the foregoing settlement payment will be held
in the trust account of Cantey Hanger LLP until such approval is obtained.
2. The City, as Lessor, is a party to numerous oil and gas leases with
XTO Energy Inc. ("XTO"), an ExxonMobil subsidiary. The terms of those leases
are identical or substantially identical to the Leases. The City has produced checks
it has received from XTO for royalties paid under XTO's leases with the City and
such royalties reflect that they have been based upon pricing that is equivalent to
Houston Ship Channel Index minus two cents per MMBTU with no deductions.
Accordingly, to avoid future underpayments of royalty under the Leases, the City
and Total will execute an amendment to the Leases amending each of those leases
as to Total E&P's interests, each of which is to be effective as of January 1, 2016,
in the form attached hereto as Exhibit B (the "Lease Amendment"), as follows:
To amend each of the Leases to add a provision in the first paragraph of
paragraph 4 of each of the Leases stating in bold: "All royalties due and
payable under this Lease shall be computed based upon the Houston Ship
COMPROMISE SETTLEMENTA_ND RELEASE AGREEMENT PAGE 3
Channel Index Price minus two cents per MMBTU regardless of where
Total E&P's share of gas or other hydrocarbons produced under the
Lease is available for sale or is sold or delivered and such royalties may
not under any circumstances be offset or reduced by any post production
costs, expenses, charges or deductions of any amount, kind or nature,
including by way of illustration but not limitation, costs or expenses for
gathering, treatment, processing, transportation, pipeline charges and
expenses, compression or marketing. Houston Ship Channel Index Price
shall refer to the price published monthly by McGraw Hill in Inside
F.E.R.C.'s Gas Market Report under the heading `Monthly Bidweek Spot
Gas Prices, East Texas, Houston Ship Channel Index'for the first day of
the month of delivery. In the event publication of the foregoing report
ceases, or in the good faith belief of either the City or Total E&P,
supported by an unaffiliated third party opinion, the index is being
artificially manipulated or is fundamentally unreliable, the City and Total
E&P shall promptly meet and confer in good faith to agree upon a
substantially comparable published index for current on-shore spot gas
prices being paid by purchasers taking delivery of gas in the Houston-
Beaumont Texas area."
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 4
The City and Total have used best efforts to list each of the leases where the
City is a lessor and Total E&P is a lessee. In the event either the City or Total
E&P later discover that a lease existing as of the Effective Date where the City is a
lessor and Total E&P is a lessee was not included on Exhibit A, they nevertheless
agree to promptly execute the Lease Amendment as to any such lease.
3. Total agrees to reimburse the City for any amounts due the City as a
result of the Lease Amendment for January and February 2016 production by
including such amounts in the regular monthly royalty distribution to be made to
the City in June 2016. Thereafter, royalties shall be computed and timely paid
each month in accordance with the Lease as amended.
4. The City hereby ratifies and confirms the Leases, including the Lease
Amendments to be executed as specified in paragraph 2 of this Agreement, only as
to the interest of Total E&P and represents to Total E&P that said Leases, as to
Total E&P's interests therein, are in full force and effect as of the Effective Date.
5. Upon receipt of (a) the payment to be made pursuant to paragraph 1
hereof and (b) delivery of a fully executed copy of the Lease Amendment as to all
Leases, the City does hereby forever and for all time completely release, remise
and discharge, for itself and for any employees, Council Members, City Manager,
board members, trustees, representatives or any other person or entity who claims
under or through the City in any form whatsoever, past or present, any and all
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 5
claims, rights, damages, costs, benefits, expenses and compensation of any nature
whatsoever accruing prior to January 1, 2016, whether known or unknown at the
present time, both at law or in equity, which the City may have or claim as to Total
E&P and Total Gas & Power and their respective parent, subsidiary and affiliated
entities, shareholders, officers, attorneys and employees, which were asserted or
could have been asserted in the Lawsuit and which relate to and arise from claims
about the lessees' compliance with the Leases. The City hereby further releases
only Total E&P from its assumption under paragraph 14 of the Leases as successor
lessee of all obligations, liabilities and penalties owed the City under the Leases by
Chesapeake Exploration, LLC, Arcadia Resources, L.P. Dorchester Resources,
L.P., by any other lessee under the Leases or by any predecessor or successor
lessee under the Leases. Provided, however, notwithstanding the foregoing, neither
this paragraph 5 nor the preceding sentence affects or releases any liabilities of, or
claims or rights the City has asserted or may assert in the future against, any other
party, including Chesapeake Energy Corporation, any of its current or former
affiliates, Chesapeake Exploration, LLC, Chesapeake Operating, Inc. or
Chesapeake Energy Marketing, Inc., or against the Estate of Aubrey K_
McClendon, Deceased, Arcadia Resources, L.P., Dorchester Resources, L.P., any
entity directly or indirectly owned or controlled by McClendon or his family, or
against any other lessee under the Leases.
CONIPRO4IISE SETTLEMENT AND RELEASE AGREEMENT PAGE 6
6. With respect to royalty payments to be computed and made by or on
behalf of Total E&P for production from its interest in the Leases commencing
January 1, 2016, Total agrees that the City shall have the right to conduct semi-
annual audits of all records related to production from the Leases, as amended
[including any top leases taken or acquired by Total E&P covering the same
minerals ("Top Leases')] and to the calculation and payment of royalties due under
the Leases as amended or any top leases covering the same minerals. The first
audit will be for production under the Leases from January 1, 2016 through June
30, 2016 and shall occur in and be completed by September 30, 2016. The audit
for production under the Leases from July 1, 2016 through December 31, 2016
shall occur and be completed by February 28, 2017. Future audits will occur
following that practice. In the event the City determines from an audit or believes
that royalties due from Total E&P to the City under the Leases, as amended, [or
any Top Leases covering the same minerals] have not been calculated in
accordance with the Lease Amendment, or not timely made, it shall give Total
E&P written notice thereof. Total shall then have 30 days following receipt of
notice within which to pay any amounts claimed. If following that 30 day period
the City's claim is not resolved, the City and Total E&P shall promptly schedule
and participate in a non-binding mediation before an impartial mediator. If that
does not occur or fails, the City may file suit in Tarrant County District Court to
COMPROTMSE SETTLEMENT AND RELEASE AGREEMFNT PAGE 7
resolve the claim and such claim shall be determined by the elected presiding judge
without a jury. The prevailing party shall be awarded reasonable and necessary
attorneys fees, any court costs and costs for experts, and interest at the highest
lawful rate.
(a) Notwithstanding anything contained in paragraph 6 of this Agreement
to the contrary, the foregoing agreement shall apply ONLY to the City's claims
against Total for royalties due under the Leases, as amended and to royalties due
under any Top Leases covering the same minerals, for production commencing on
January 1, 2016 forward. No third party, including Chesapeake Energy
Corporation or any of its current or former affiliates, Chesapeake Exploration,
LLC, Chesapeake Operating, Inc., Chesapeake Energy Marketing, Inc., the Estate
of Aubrey K. McClendon, Deceased, Arcadia Resources, L.P., Dorchester
Resources, L.P., or any other lessee under the Leases, shall have any rights to seek
or compel the City to use this method of dispute resolution, including with respect
to any pending or future claim or dispute related to or arising out of the Leases, any
amendment to the Leases or any top lease covering the same minerals;
7. The City will execute within 30 days of the Effective Date a top lease
with Total E&P for each of the Leases and such top lease will top lease to Total
E&P an undivided 25% of the minerals covered by the Leases using the same
terms and provisions that are in the Leases with the amendment specified by
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 8
paragraph 2 of this Agreement. As to each tract covered by the Leases, the top
lease shall become effective immediately upon termination of the present Lease,
but if any tracts continue to be held by one or more of the Leases for twenty-one
years from the Effective Date, then as to the Leases covering those tracts (and only
insofar as they cover such tracts), such top lease shall thereafter be null and void.
The amount paid under paragraph 1 above and the covenants made herein shall be
deemed adequate consideration paid by Total E&P for all top leases granted herein.
8. As of the Effective Date, Total, its parent, subsidiary and affiliated
entities do hereby for forever and for all time completely release, remise and
forever discharge, for itself and for its respective past and present shareholders,
officers, employees and representatives and any other person who claims under or
through Total, any and all claims, rights, damages, costs, benefits, expenses and
compensation of any nature whatsoever, whether known or unknown at the present
time, both at law or in equity, which Total may have or claim as to the City or any
of its employees, Council Members, City Manager, board members, trustees,
attorneys or representatives, which were asserted or could have been asserted in the
Lawsuit and which relate to the Leases.
9. Within fourteen business days of the later of the payment to be made
pursuant to paragraph 1 or execution and delivery to the City in care of Ralph H.
Duggins of the Lease Amendment to be executed pursuant to paragraph 2 of this
COMPRowusE SETTLEMENT AND RELEASE AGREEMENT PAGE 9
Agreement, the City and Total will file a joint motion to dismiss with prejudice
only the City's claims against Total and any Total claims against the City together
with a motion to sever the dismissed claims into a new cause number.
10. The persons signing this Agreement on behalf of Total represent and
warrant that he or she has the full legal right, capacity and authority to do so on
behalf of the party for whom he or she signed. The persons signing this
Agreement on behalf of the City do not have authority to bind the City without
approval from the Fort Worth City Council and the governing Boards of the Fort
Worth Housing Finance Corporation, the Fort Worth Local Development
Corporation, and The Villas of Eastwood Tefrace, LLC. The persons signing this
Agreement on behalf of the City hereby commit to recommend approval by the
City of this Agreement and to seek such approval as soon as practicable. The
parties further represent that they have not sold, assigned, transferred, conveyed or
otherwise disposed of any of the claims released in this Agreement.
11. The City and Total acknowledge and expressly agree that this
Agreement is binding upon and benefits each of them and their respective
successors and assigns, provided however, nothing in this Agreement is intended to
affect or release any claims the City is presently asserting, or may in the future,
assert against Chesapeake Energy Corporation or any of its former, current or
future subsidiaries or affiliates [including by way of illustration, Chesapeake
Co,NeRwasE SETTLEMENT AND RELEASE AGREEMENT PAGE 10
Exploration, LLC, Chesapeake Operating. Inc., or Chesapeake Energy Marketing],
any claims the City has asserted or may assert against the Estate of Aubrey K.
McClendon, Deceased, his heirs, executors and assigns, or any claims the City has
asserted or may assert against Arcadia Resources, L.P. or Dorchester Resources,
L.P., their respective owners, predecessors, successors and assigns, or any claims
the City has asserted or may assert against any other lessee under the Leases.
12. This Agreement is entered into in the State of Texas and shall be
construed, interpreted and enforced in accordance with the laws of the State of
Texas without regard to choice of law rules. The Agreement is performable in
whole or in part in Tarrant County, Texas.
13. The City and Total expressly agree that this Agreement is fully
integrated and that it (along with the Lease Amendment and other Exhibits
referenced herein or attached hereto) represents the entire understanding of the
parties, and that there are no other agreements, representations, promises or
negotiations that have not been expressly embodied herein with respect to the
subject matter hereof.
14. The City and Total agree that this Agreement may not be amended or
modified except by a writing executed by each of the parties hereto.
15. The City agrees that it will withdraw and forego pursuit of its pending
motions for partial summary judgment against Total only. Likewise, Total agrees
COMPROMISE SE'T'TLEMENT AND RELEASE:AGREEMENT PAGE 11
not to oppose the City's pending motions for partial summary judgment against
Chesapeake,provided that, any ruling on such motions by the Court shall not affect
nor modify the terms of this Agreement.
EXECUTED to be effective as of March 9, 2016.
THE CITY OF FORT ORTH
By:
DakVd Cooke
City Manager
Approved as to Form and Legality:
By• .s2�-� oQt
Sarah F le 'der
City Atto ey
FORT WORTH HOUSING
FINANCE CORPORATION
By:
�be�y ! cz-r2c�
FORT WORTH LOCAL
DEVELOPMENT C ORATION
By: �
d,Cooke
City Manager
VILLAS OF EASTWOOD
TERRACE, L
By:
4�77
COMYROM m sETTLEMENT ANA RELEASE AGREEMENT PAGE 12
TOTAL E&P (USA)
By:
Ricardo Darre
President and CEO
TOTAL GAS &POWER NORTH
AMERICA, INC.
B ----_.
Y•
Im C4J 6L b Q
yice- j-c
Approved as to form:
Ralph H. Duggins
Attorneys for the City
/?19�� C .
&-
J ey C. K4 n g�' u
Attorneys for Total
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 13
EXHIBIT A
u I Y OF FcFT W DRTH LEASES
Lessor Original Lessee Acres Lease Date City Lease Name
City of Fort Worth Chesapeake Exploration,LLC 10.899 19-Jul-10 11310 S FREEWAY
Cityof FortWorth Chesapeake Exploration,LLC 0.11784 2-May-11 180D GREENFIELD
City of Fort Worth Chesapeake Exploration,LLC 0.4 11-May-11 19 ST ROW
City of Fort Worth Chesapeake Exploration,LLC 2.6236122 18-Sep-08 1ST TO 4TH ST ROW
City of Fort Worth Chesapeake Exploration,LLC D.161 6-Feb-11 2012IRMA ST
Cityof FortWorth Chesapeake Exploration,LLC 0.14 11-May-11 20TH&21ST ST ROW
City of Fort worth Chesapeake Exploration,LLC 0.079 18-May-11 28TH ST ROW
City of Fort Worth Chesapeake Exploration,LLC 0.4699 13-Oct-11 3045 NE 28TH STREET
City of Fort Worth Chesapeake Exploration,LLC 0.215 18-Jul-ii 3324 EASTLAND
City of Fort Worth Chesapeake Exploration,LLC 4.861477 23-Mar-10 40 OAKS STORM DRAIN
City of Fort Worth Chesapeake Exploration,LLC 0.132 27-Oct-11 409 5.RAYNER
City of Fort Worth Chesapeake Exploration,LLC 0.0095 23-Dec-14 4TH&SYLVANiA ROW
City of Fort Worth Chesapeake Exploration,LLC 0,0581 23-Dec-14 4TH&SYLVANIA TRIANGLE
City of fort worth Chesapeake Exploration,LLC 0.82842 11-Feb-ii 5300 ANDERSON ST
Cityof FortWorth Chesapeake Exploration,LLC 0.206911 11-Feb-11 6312 WiLLSPOINTCT
City of Fort Worth Dale Property Services,L.L.C. 0.3202 1-Dec-09 ALTAMESA BLVD ROW
City of Fort Worth Chesapeake Exploration,LLC 11.49 14-Nov-07 ANDERSON-CAMPBELL PARK
City of Fort Worth Dale Property Services,LL,C. S,D94 25-Aug-10 ANDREW"DOC"SESSIONS COMMUNITY CENTER
City of Fort Worth Chesapeake Exploration,LLC 0.5 11-Sep-08 ARNESON PARK
City of Fort Worth Dale Property Services,L.L.C. 0.275 1-Jun-10 AZLE AVE RDW
City of Fort Worth Chesapeake Exploration,LLC 0.135851 1-May-09 BAKER HEIGHTS BLOCK 18
City of Fort Worth Chesapeake Exploration,LLC 0.312781 25-Jun-09 BELLAIRE OR ROW
city of Fort Worth Dale Property Services,L,L,C. 0,267 8-Sep-10 BELMONT PARK ADDN BLK 136-8
City of Fort Worth Dale Property Services,LL,C. 0.2 4-Nov-09 BELMONT PARK ADDN,BLK"LOT 12
City of Fort Worth Chesapeake Exploration,LLC 0.733 19-Cct-1i BELMONT PARK ADDN,BLK 86,LOTS I0-17 PARTIAL
City of Fort Worth Chesapeake Exploration,LLC 30.024 30-Oct-07 BERRY/YUMA YARD
City of Fort Worth Dale Property Services,LL,C, 0.34 13-Mar-09 BIRD ST(ADMIN)
C1tyof FortWorth Chesapeake Exploration,LLC 1.198 25-Aug-10 BLK2 N.RIVERSIDE ESTATES
City of Fort Worth Chesapeake Exploration,LLC 1,8927 26-Aug-09 BLUE BONNET CIRCLE PARK
City of fort Worth Chesapeake Exploration,LLC 3.7 1-Dec-09 BONNIE BRAE PARK
Cityof FortWorth Dale Resources,L.L.C. 90.996 29-Nov-06 BRENNAN AVENUE SERVICE CENTER
City of Fort Worth Chesapeake Exploration,LLC 0.439571 13-Dec-11 BROOKSIDE ANNEX ROW'S
City of Fort Worth four Sevens Energy Co„LLC 0.828 8-Mar-10 BROOKSIDE ANNEX,BLK 1 LOT 16
City of Fort Worth Four Sevens Energy Co.,LLC 0.2307 14-Apr-10 BROOKSiDEANNEX,BLK 1,LOT 35
City offort Worth Chesapeake Exploration,LLC 0.168 5-Feb-13 BURCHILL RD ROW
City of FortWorth Chesapeake Exploration,LLC 79.842 1-Jun-10 CANDLERiDGE PARK
City of Fort Worth Chesapeake Exploration,LLC 0.412481 21-Oct-11 CENTREPORT-15101TRiNiTYBLVD
City of Fort Worth Chesapeake Exploration,LLC 3.494851 21-pct-11 CENTREPORT-15201 FAA BLVD
City of fort Worth Chesapeake Exploration,LLC 0.998757 27-pct-11 CENTREPORT-FRYE ROAD
City of Fort Worth Chesapeake Exploration,LLC 0.526 29Jun-09 CENTREPORT 0.626/1.708-100%CFW
Ceatreport Barnett LP Chesapeake Exploration,LLC 650 24-Aug-07 CENTREPORT 650-CENTREPORT BARNETT,LP
City of Fort Worth Four Sevens Energy Co.,LLC 1.675 16-Mar-09 CHAPIN RD ROW-ADMIN
City of Fort Worth Four Sevens Energy Co.,LLC 0.899 4-Nov-09 CHURCHILLRD STORM DRAIN
City of Fort Worth Chesapeake Exploration,LLC 15.18 15-Sep-08 CIRCLE PARK
City of Fort Worth Chesapeake Exploration,LLC 0,2073 11-May-11 CLEAR FORK PUMP STATION
City of Fort Worth Chesapeake Exploration,LLC 152.4438 19-Nov-07 COBB PARK
Cityof FortWorth Chesapeake Exploration,LLC 2.821 5-Feb-13 COBS PARK 11
City of Fort Worth Chesapeake Exploration,LLC 0.344353 6-Mar-12 COLLEGE HEIGHTS ADDN,BLK 2,LT 14
City of Fort Worth Dale Property Services,LLC. 0.696 8-Sep-08 COOKS LANE ROW-ADMIN
Cityof Fort Worth Date Property Services,L.L.C. 0.15 8-Mar-10 COUNTRYSIDE ADDN PARK
City of Fort Worth Chesapeake �xploratlon,LLC 16.231 11-May-11 CREEKSIDE PARK
City of Fort Worth Four Sevens Energy Co.,LLC 0.357 2-Oct-09 CRESTWOOD LOTS
City of Fort Worth Chesapeake Exploration,LLC 1.68 15-Sep-08 CRESTWOOD PARK
City of Fort Worth Dale Property Services,L.L.C. 3.449 22-Sep-10 DABNEY PARK
City of Fort Worth Chesapeake Exploration,LLC 11.993 6-Feb-12 DEER CREEK PARK
Cityof fortWorth Chesapeake Exploration,LLC 3.16 18-May-07 DELGA PARK
City of Fort Worth Chesapeake Exploration,LLC 2.576 13-Oct-11 DRY BRANCH CREEK AT GRACE
City of Fort Worth Chesapeake Exploration,LLC 0.386 28-Nov-11 DRY BRANCH CREEK CHANNEL
City of Fort Worth Chesapeake Exploration,LLC 2,77 28-Oct-07 E,LITTLE SURVEY
City of Fort Worth Chesapeake Exploration,LLC 0.601 21-Oct-11 EARL ST.ROW
City of Fort Worth Chesapeake Exploration,LLC 1.113 28-Nov-11 EAST BERRY LIBRARY
City of Fort Worth Chesapeake Exploration,LLC 2.57 IS-Jan-08 EAST FREEWAY WATER TOWER
City of Fort Worth Chesapeake Exploration,LLC 4.929 14-Aug-11 EAST REGIONAL LIBRARY 3
City of Fort Worth Chesapeake Exploration,LLC 0.197 29-Nov-11 EASTLAND CHANNEL
City of Fort Worth Chesapeake Exploration,LLC 135 6-Feb-12 EASTOVER PARK
City of Fort Worth Dale Resources,L.L,C. 702,65 I6-Feb-05 EASTSIDE PARKS
City of Fort Worth Chesapeake Exploration,LLC 1.32 3-Aug-09 E'STSIDE PUMP STATION
City of Fort Worth Chesapeake Exploration,LLC 1.434 28-Nov-il EASTWOOD ELEVATED WATER TANK
City of Fort Worth Chesapeake Exploration,LLC 0.9183 2-Mar-10 EOERVILLE PARK
City of fortWorth Chesapeake Exploration,LLC 0.7594 20-Mar-12 EDGECLIFF BRANCH CHANNEL
City of Fart Worth Chesapeake Exploration,LLC 10.5146 5-Jun-09 EW5 PARK(ADMIN)
Page 2 of 4
City of fort Worth Chesapeake Exploration,LLC 0,174 18-Jul-11 EMERSON STREET ROW
City of Fort Worth Chesapeake Exploration,LLC 1.9785 7-Apr-10 ENGLEWOOD PARK
Cityof FortWorth Chesapeake Exploration,LLC 3.54 4-Aug-11 ENVIRONMENTAL COLLECTION CENTER 3
City of Fort Worth Chesapeake Exploration,LLC 3 3-May-10 EUGENE MCCRAY COMMUNITY CENTER
City of Fort Worth Chesapeake Exploration,LLC 1.619 19-Jan-11 FAiRFAX CHANNEL
City of Fort Worth Chesapeake Exploration,LLC 0.4452 21-Oct-11 FAIRFAX CHANNEL 11
City of Fort Worth Chesapeake Exploration,LLC 7.697 7-May-10 FAIRFAX PARK
City of Fort Worth Chesapeake Exploration,LLC 0.243 2-May-11 FAiRLANE CHANNEL
City of Fort Worth Oak:Property Services,LL,C 1,813 2-Feb-09 FiRE STATION 03-ADMIN
City of Fort Worth Dale Property Services,LL.C. 0913 7-Jul-08 FiRE STATION 04-ADMIN
City of Fort Worth Dale Property Services,L.L.C. 0.5739 16-Mar-D9 FIRE STATION 06-ADMIN
City of Fort Worth Chesapeake Exploration,LLC 0.848173 Z5-jun-D9 FIRE STATION 11
City of Fort Worth Chesapeake Exploration,LLC 0.858 18-Jan-11 FiRE STATION 13
City of Fort Worth Dale Property Services,L.L.C. 0.585 8-Mar-10 FIRE STATION 15
Ciryof FartWorth Dale Property Services,L.L.C. 0,532 27-Mar-D9 FIRE STATION 17-ADMIN
City of Fort Worth Chesapeake Exploration,LLC 0,69 13-Oct-11 FIRE STATION 19
Qty of Fort Worth Chesapeake Exploration,LLC 0.754 17-May-10 FiRE STATION 20-ADMtN
Qty of Fort Worth Chesapeake Exploration,LLC D.619 2-Feb-D9 FIRE STATION 21-ADMIN
City of Fort Worth Dale Property Services,L.L.C. 01867 8-Sep-10 FIRE STATION 22
City of Fort Worth Four Sevens Energy Co.,LLC 0.69D7 27-Mar-09 FIRE STATION 23-ADMIN
City of fort Worth Chesapeake Exploration,LLC 0.6893 20-Mar-12 FIRE STATION 24112
City of Fort Worth Chesapeake Exploration,LLC 0,523002 19-Dec-11 FIRE STATION 30
City of Fort Worth Chesapeake Exploration,LLC 190.1926 7-May-10 FOREST PARK
City of Fort Worth Chesapeake Exploration,LLC 0.000287 19•Dee-11 GAMBRELL-McC4RT ROW
City of Fort Worth Chesapeake Exploration,LLC 29,69 19-Jul-10 GEORGE MARKOS PARK
City of Fart Worth Chesapeake Exploration,LLC 1.2760475 10-Sep-D8 GID HOOPER PARK
City of Fort worth Date Property Services,L.L.C. 0.125 1-Dec-09 GILVIN ST ROW
City of Fort Worth Chesapeake Exploration,LLC 0,0205 18-May-11 GLEN GARDEN ADDITION LOT 18 BLK 12 NW CORNER
Cityof FortW Orth Chesapeake Exploration,LLC 0.7 3-May-10 GREEN OAKS BLVD EASMENT
City of Fort Worth Chesapeake Exploration,LLC 0,1721 18-May-10 GREENBRIAR ADDN,BLK 2,LT 42
City of fort Worth Chesapeake Exploration,LLC 0.538675 18-Jan-11 GREENFIELD ACRES STORM DRAiN
City of Fort Worth Chesapeake Exploration,LLC 31.946 8-Oct-07 GREENWAY PARK
City of FortWaith Chesapeake Exploration,LLC 22.48 27-Oct-11 HALLMARK PARK
Cltyof FortWords Chesapeake Expioration,LLC 15.45 10-May-13 HANDLEY PARK
City of FortWorth Chesapeake Exploration Limited Par 51.2886 13-Jul-07 HARMON FIELD PARK
City of Fort Worth Chesapeake Exploration,LLC 0.384 5-Nov-12 HARTMAN ROW
City of Fort Worth Chesapeake Exploration Limited Par 3.65 18-May-07 HELICOPTER PAD
City of Fort Worth Chesapeake Exploration,LLC 29.659 19-Oct-09 HIGHLAND HILLS PARK
City of Fort Worth Chesapeake Exploration,LLC 0.23 3-Sep-D9 HiTSON LN ROW
Cityof FortWorth Chesapeake Exploration,LLC 74979599 3-Feb-10 HOLLY WATER TREATMENT PLANT
City of Fort Worth Chesapeake Exploration,LLC 23.0341 19-Jul-10 HULEN MEADOWS PARK
City of Fort Worth Dale Resources,L.L.C. 0.98 28-Sep-05 HUSTSURVEY
City of Fort Worth Dale Property Services,LLC. 0.818 11-Jan-10 1-20/1-3S INTERCHANGE ROW
CityofFort Worth Dale Resources,LLC. 30.863 28-Apr-05 1-30&1ST STREET ROW
City of Fort Worth Chesapeake Exploration,LLC 20,1805 3D-0Q-07 1-35 ROW
City of Fort Worth Coyote Petroleum Ventures,LTO 5.99 19-Jul-11 J.T.HINKLE PARK
City of Fort Worth Chesapeake Exploration,LLC 0.5165 4-Dec-D9 JINKENS HEIGHTS PUMP STAMON
City of Fort Worth Chesapeake Exploration,LLC 0.766 18-Jul-11 JOHN T WHITE&SANDY LANE ROWS
City of Fort Worth Chesapeake Exploration,LLC 2.179 29-Dec-11 KAYWOOD HEIGHTS
City of Fort Worth Chesapeake Exploration,LLC 1.390995 17-May-10 KEMBLE ST ROW
City of Fort Worth Chesapeake Exploration,LLC 1,302-16 13-May-11 LAKE WORTH ZONE 3A
City of Fort Worth Chesapeake Exploration,LLC 0,06 11-Mar-14 LAKE WORTH-ELLA YOUNG
City of Fort Worth Chesapeake Exploration,LLC 2.538017 26-Aug-10 LANCASTER AVE ROW
City of Fort Worth Dale Property Services,L.LC, D.17 27-Jul-10 LEBOW CHANNEL ill
City of Fort Worth Dale Property Services,L.L.C. 0.2 27-May-10 LEE AVE STORM DRAIN
City of Fort Worth Chesapeake Exploration,LLC 15.1466 26-Sep-09 LINCOLN PARK
City of Fort Worth Chesapeake Exploration,LLC 12,337 28-Mar-12 LINCOLNSHIRE PARK
City of Fort Worth Chesapeake Exploration,LLC 0.9011364 26-Aug-09 LINWOOD PARK,BLOCK 18&20
City of Fort Worth Dale Property Services,L.L.C. 4.2046 4-Jun-09 LINWOOD PARK,BLOCK 19
City of Fort Worth Chesapeake Exploration,LLC 0.914 8-Feb-12 LITTLE JOHN PARK
City of Fart Worth Chesapeake Exploration,LLC 20.738 5-Oct-07 LITTLE/GILMORE
City of Fort Worth Dale Property Services,L.L.C. 0.194 27-May-1D LOT 12 BLK 2 MORGAN HEIGHTS
City of Fort Worth Dale Property Services,LLC. 0,2 27-May-10 LOT 18 BLK 78 M G ELLIS ADDN
City of Fort Worth Dale Property Services,L.L.C. 0.2 27-May-10 LOT 7 BLK 52 BELMONT PARK
City of Fort Worth Chesapeake Exploration,LLC 1.014472 4-Jan-08 LOVELL-MONTGOMERY ROW-ADMIN
City of Fort Worth Chesapeake Exploration,LLC 2.262 19-Oct-11 LUTHER LAKE DAM
Ciry of Fort Worth Chesapeake Exploration,LLC 4 15-Mar-lD LYNCH SURVEY,TR 2
City of Fort Worth Chesapeake Exploratlon,LLC 0.9641873 20-Mar-12 MADDOX PARK N2
City of Fort Worth Date Resources,LLC. 33.5 9-Dec-05 MALLARD COVE PARK
City of Fort Worth Dale Property Services,LL.C. 1.0951 2-Feb-09 MALONE-MOORE ROW
City Of Fort Worth Dale Property Services,LL,C. 0.154 1-Jure-10 MALONE-MOORE ROW II
City of Fort Worth Chesapeake Exploration,LLC 5 21-Oct-11 MARIE F.PATE PARK
City of Fort Worth Chesapeake Exploration,LLC 10.8 10-Sep-08 MARINE PARK
City of Fort Worth Fol r Sevens Energy Co.,LLC 1.966 16-Mar-09 MARQUETTA OR ROW-ADMIN
Page 2 of 4
City of Fort Worth Dale Property Services,L.L.C. 0.252 17-May-10 MARTINDALE ADON
City of Fort Worth Chesapeake Exploration,LLC 1.3729 21-Oct-11 MARY HORN SURVEY
City of Fort Worth Chesapeake Exploration,LLC 5.5815 B-May-14 MARY AND MARVIN LEONARD PARK
City of Fort Worth Chesapeake Exploration,LLC 2.5955 2-Aug-10 MC CART AVE ROW
Gty of Fort Worth Chesapeake Exploration,LLC 0.059 18-Jul-11 MEADOW LAWN BLK 8 PARTIAL
Gtyof FortWorth Chesapeake Exploration,LLC 0,915 18-Jul-11 MEADOWBROOK BLVD ROW
City of Fort Worth Chesapeake Exploration,LLC 133.551 3-May-10 MEADOWBROOK GOLF COURSE
City of fort Worth Chesapeake Exploration,LLC D,853244 12-Mar-I0 MEADOWBROOK LIBRARY
Gty of Fort Worth Chesapeake Exploration,LLC 4,679 21-Oct-11 MEADOWBROOK STORAGE TANK 3
City of Fort Worth Chesapeake Exploration,LLC 0.2933 23-Dec-14 MILLER ROWS
City of Fort Worth Dale Property Services,LLC. 0,1606 21-Apr-09 MOODY BLOCK 36 LOT 5
City of Fort Worth Dale Property Services,LLC. 0.1721 21-Apr-09 MOODY BLOCK 36 LOT 6
City of Fort Worth Chesapeake Exploration,LLC 3.43 8-Feb-12 MORRIS BERNEY PARK
City of Fort Worth Chesapeake Exploration,LLC 0.198691 19-Dec-11 MURRAY HILL ADDITION STRIP
City of Fort Worth Chesapeake Exploration,LLC 0.262 21-Oct-11 N.BEACH 5i ROW
City of Fort Worth Chesapeake Exploration,LLC 0.267 10-Aug-30 N,RIVERSIDE ESTATES Lt 9 BILK 1
City of Fort Worth Chesapeake Exploration,LLC 2.218 21-Oct-11 N.RIVERSIDE ROW
City of Fort Worth Chesapeake Exploration,LLC 0.7996 18-Jul-11 NE 23RD ST ROW 11
City of Fort Worth Dale Property Services,L.L.C. 0,2724 26-Feb-09 NE 23RD ST ROW-ADMIN
City of Fort Worth Date Property Services,L.L.C. 0.5705 1-Jun-30 NE 29TH ST ROW
City of Fort Worth Chesapeake Exploration,LLC 90.344 15-Sep-08 NORTHEAST LANDFILL-2
City of Fort Worth Chesapeake Exploration,LLC 4.9 29-Oct-07 NORTHSIDE DRIVE 4.3 ACRES
City of Fort Worth Chesapeake Exploration,LLC 12,0266 I5-Sep-08 NORTHSIDE PARK
City of Fart Worth DaSe Property Services,LL.C. 3.26 27-May-20 NORTHSIDE POLICE STATION
City or Fort Worth Dale Property Services,L.L.C. 2.34 2-Mar-10 NORTHSIDE PUMP STATION
arty of Fort Worth Dale Property Services,LLC, 0.096 21-Mar-07 OAKHURST PARCEL-ADMIN
City of Fart Worth Chesapeake Exploration,LLC 1,236 15-Jan-08 OAKHURST PARK
City of Fort Worth Rail Oil&Gas,L.P. 27.6913 22-Mar-07 OAKMONT LINEAR PARK SOUTH
City of Fort Worth Chesapeake Exploration,LLC 0,247 9-Oct-12 OAKVIEW ROW
City of Fort Worth Chesapeake Exploration,LLC 0.413224 27-Mar-12 OLD NORTHSIDE PUMP STATION
City of Fort Worth Chesapeake Exploration,LLC 0,34 10-Aug-10 PARKWOOD EAST PARK
City of Fort Worth Four Sevens Energy Co.,LLC L1662 17-Sep-09 POINSETTA DR EASEMENT
City of Fort Worth Chesapeake Exploration,LLC L2796 23-Mar-10 POLICE NPD 05(EAST DIV HOJ
City of Fort Worth Chesapeake Exploration,LLC 2.415 25 Jun-09 POLICE NPD 6
City of Fort Worth Four Sevens Energy Co.,LLC 1.213 25-Feb-09 POLICE NPD 9-ADMIN
City of Fort Worth Dam Resources,L.L.C. 22.S 22-Aug-W POLICE POUND
City of Fort Worth Chesapeake Exploration,LLC 0.673553 4-Apr-12 POLYTECHNIC CHILD DEVELOPMENT CENTER
City of Fort Worth Chesapeake Exploration,LLC 39.56 7-Jun-07 PRAIRIE DOG PARK
City of Fon Worth Chesapeake Exploration,LLC 2,720118 25-Aug-10 PURiNGTON AVE STORM DRAiN
City of Fort Worth Rall 011&Gas,L.P. 7,329 13-Ju147 QUAIL RIDGE PARK
City of Fort Worth Chesapeake Exploration,LLC 0,066 13-Dec-11 RAMEY AVE ROW
Qty of Fort Worth Chesapeake Exploration,LLC 0.571 17-Jan-08 RANDOLL MILL RD ROW-ADMIN
Oty of fort worth Chesapeake Exploration,LLC 6.53 2-Mar-10 RIDGLEA HILLS PARK
City of Fort Worth Chesapeake Exploration,LLC 1,9854 28-Dec-11 RIDGLEA LIBRARY 2
City of FortWorth Dale Resources,L.L.C. 4.503 22-Aug-06 RIVER TRAILS PARK
City of Fort Worth Chesapeake Exploration,LLC 22.871 8-Oct-07 RIVERSIDE PARK
City of Fon Worth Chesapeake Exploration,LLL 5.5 B-Oct-07 RIVERSIDE PARK-SOUTH END
City of Fon Worth Chesapeake Exploration,LLC 389.233 19-Dec-07 ROCKWOOD PARK AND GOLF COURSE
City of Fort Worth Chesapeake Exploration,LLC 0.1348 12-Mar-10 ROSELAND ADDN,LOT 9
City of Fon Worth Dale Property Services,L.L.C. 0.195 15-Mar-io ROSEN HEIGHTS,BLK 195,LOT 4
City of Fort Worth Chesapeake Exploration,LLC 4.568 4-Apr-12 S.HAMPSHIRE BLVD ROW 11
City of Fort Worth Chesapeake Exploration,LLC 1.136042 25-Aug-10 S.HAMPSHIRE BLVD.RDW
City of Fort Worth Chesapeake Exploration,LLC 0.044196 13 Jul-10 S.HEMPHILL ST ROW
City of Fort Worth Chesapeake Exploration,LLC 1.4983 22-Sep-10 SAGAMORE HILLS PARK
City of Fort Worth Dale Property Services,L.L.C. 0.75 25-Feb-09 SALAZAR UNiT-ADMIN
City of Fort Worth Four Sevens Energy Co.,LLC 0.082 16 Nov-D9 SAM CALLOWAY RD RDW
City of Fort Worth Chesapeake Exploration,LLC 265 10-Sep-08 SANDY LANE PARK
City of Fort Worth Chesapeake Exploration,LLC 4.80506 8-Feb-12 SASHA UNIT MISC ROWS
City of Fon Worth Chesapeake Exploration,LLC 10.4 19-Jul-10 SETTLEMENT PLAZA PARK
City of Fort Worth Chesapeake Exploration,LLC 10 6-Jun-13 SHACKLEFORD PARK
City of Fort Worth Chesapeake Exploration,LLC 3.7703 28-Sep-07 SMITH WILEMON PARK-WHiTE HiLLS ADDN 2
City of Fort Worth Dale Property Services,L.L.C. 3.52 22-Sep-10 SOUTH MEADOWS PARK
Clty of Fon Worth Chesapeake Exploration,LLC 15.9779 19-Jul-10 SOUTHCREEK PARK
City of Fort Worth Dale Property Services,L.L.C. 2.046 2-Mar-10 SOUTHRIDGE PARK
City of Fort Worth Four Sevens Energy Co.,LLC 76.697 10-Apr-06 SOUTHWEST COMMUNITY PARK
City of Fort Worth Chesapeake Exploration,CLC 19.828 11-Nov-10 SOUTHWEST SERVICE CENTER
City of Fort Worth Four Sevens Energy Co..LLC 822.08708 27-Dec-05 SPtNKS AIRPORT
City of FDR Worth Chesapeake Exploration,LLC 4.517 2-Mar-10 SPRINGDALE PARK
City of Fort Worth Chesapeake Exploration,LLC 4,93 2-Oct-09 STAGECOACH PUMP STATION
city of Fort Worth Chesapeake Exploration,LLC 5.372 4-Jan•09 STEPHEN PARK&SEMINARY WATER TOWER
City of Fort Worth Dae Property Services,LL.C, 3.1277 9-Jun-09 STOCKYARDS 3.1277(ADMIN)
Gty of Fort Worth Da a Property Services,LL.C, 0.285 27-tan-10 STOCKYARDS it
City of fort Worth Chesapeake Exploration,LLC 0.60353 7-May-10 STONE ROAD DRAINAGE EASEMENT
City of Fort Worth Chesapeake Exploration,LLC 0.5830813 31-Mar-10 SUMMER CREEK PARK
Page 3 of 4
Gty of Fort Worth Chesapeake Explora don,LLC 7.6 10-Sep-08 SUNSET HILLS PARK
City of Fort Worth Chesapeake Exploration,LLC 28.164 5-Oct-07 SYCAMORE CREEK GOLF COURSE
City of Fort Worth Chesapeake Exploration,LLC 93.769 3-Aug-09 SYCAMORE PARK
Gty of Fort Worth Chesapeake Exploration,LLC 28.511 8-Dec-11 SYLVANIA PARK
City of Fort Worth Chesapeake Exploration,LLC 3.76 31-Mar-10 THORNY RIDGE PARK
Ory of Fort Worth Chesapeake Exploration,LLC 7.6333791 19-Jul-10 TITUS PAULSEL PARK
Cityof FortWorth Dale Property Services,L.L.C. 25.738 21-Apr-09 TRAIL DRIVERS PARK-NORTH
Gty of FortWorth Dale Resources,LLC. 36.4 24-Jan-07 TRAIL DRIVERS PARK-SOUTH
City of Fort Worth Chesapeake Exploration,LLC 6,086 15-Sep-08 TRINITY BLVD ROW
City of Fort Worth Chesapeake Exploration,LLC 18.3 3-May-10 TRINITY RIVER
Ory of Fort Worth Four Sevens Energy Co.,LLC 0,4443 4-Nov-09 TROY COURT EASEMENT
City of Fort Worth Chesapeake Exploration,LLC 0.024 13-Dec-11 TRUE ACRES TRIANGLE
City of Fort Worth Chesapeake Exploration,LLC 0.8084 12-May-15 TRUELAN D WATER TANK
City of Fort Worth Chesapeake Exploration,LLC 4.505801 1-3-Jul-10 UNIVERSITY DRIVE ROW I
City of Fort Worth Chesapeake Exploration,LLC 4,03 7-Jun-07 UNIVERSITY NORTHMINITY
City of Fort Worth Chesapeake Exploration,LLC D.20087 4-Apr4Z VAN HORN,BLK L,LOT 14
City of Fort Worth Chesapeake Exploration,LLL 0.169 5-Feb-13 VAUGHN BLVD ROW
City of Fort Worth Four Sevens Energy Co.,LLC 0.52 31-Mar-10 VETERANS MEMORIAL PARK
City of Fort Worth Chesapeake Exploration,LLC 30.02 3-May i) VILLAGE CREEK PARK
City of Fort Worth Chesapeake Exploration,LLC 18.194 19-Nov-07 W H LITTLE SURVEY
City of Fort Worth Chesapeake Exploration,LLC 7,347274 20-Feb-08 W VICKERY ROW(FACTORY PLACE ADDN)
City of Fort Worth Four Sevens Energy Co.,LLC 1.238 8-Mar-10 WAVERLY PARK STORM DRAIN
City of Fort Worth Chesapeake Exploration,LLC 2AS68 23-Mar-10 WEST BANK CIRCLE
City of Fort Worth Four Sevens Energy Co.,LLC 1.074 4-Nov-09 WHITE OAKS STORM DRAIN
Cry of Fort Worth Chesapeake Exploration,LLC 4 27-May-14 WICHITA STREET ROW
City of Fort Worth Chesapeake Exploration,LLC 0.172 18-Jul-11 WILDCAT BRANCH CHANNEL
City of Fort Worth Chesapeake Exploration,LLC 0.21 8-Aug-13 WILHELM ST ROW
Gty of Fort Worth Chesapeake Exploration,LLC 8.677 11-May11 WILLOWCREEK PARK
City of Fort Worth Chesapeake Exploration,LLC 11.95392 3-0d-11 WOODHAVEN COUNTRY CLUB ESTATES,COT 1,BLK 14A
City of Fort Worth Chesapeake Exploration,LLC D.574 2-Oct-09 WORTH HEIGHTS COMMUNLTYCENTER
City of Fort Worth Chesapeake Exploration,LLC 1.269 26-Aug-09 WORTH HILLS PARK
City of Fort Worth Chesapeake Exploration,LLC 0.076 9-Oct-12 WREAY ROW
City of Fort Worth Chesapeake Exploration,LLC 0.003 18-Jan-11 YEAGER ST ROW
City of Fort Worth Chesapeake Exploration,LLC 144.446 15-Aug-12 Z BOAZ NORTH(GOLF COURSE)
City of Fort Worth Chesapeake Exploration,LLC 1.532 2-Aug-1D Z BOAZ PLACE TRIANGLE
FORTWORTH HOUSING RNANCE CORPORATION LEASES
Lessor OMrial Lessee Acres Lease Date City lease Name
Fort Worth Housing Finance Corporation Chesapeake Exploration,LLC 265 24-Mar-10 2511 MITCHELL BLVD
Fort Worth Housing Finance Corporation Chesapeake Exploration,LLC 0.502 10-Jan-11 2710 AVE C
Fort Worth Housing Finance Corporation Chesapeake Exploration,LLC 0.132 21-Oct-11 4913 RAMEY
Fort Worth Housing Finance Corporation Chesapeake Exploration,LLC 2.035 10-Jan-11 BRAYLON UNIT
Fort Worth Housing Finance Corporatlon Dai'Resources,L.L.C. 4,336 11-Jan-06 CARTER STATE LEASE
Fort Worth Housing Finance Corporation Chesapeake Exploration,LLC 1.6231 4-Nov-09 HFC EASTCREST-EOGEWOOD
Fart Worth Housing Finance Corporation Chesapeake Exploration,LLC 0.1584 26-Sep-11 SHERATON ADDN,BLK 2 LOTS 5-9
FORT WORTH LOCAL DEVELOPMENT CORPORATION CEASES
Lessor OIIRInaI lessee Acres Lease Date Chy lease Name
Fort Worth Local Development Corporation Chesapeake Exploration,LLC 2.9209 18-Jun-09 LOC 1776 E.BERRY ST
Fart Worth Local Development Corporation Dale Property Services,LLC 21.54 18-Jun-08 LOC 28515 RIVERSIDE DR
Fort Worth Local Development Corporation Chesapeake Exploration,LLC 12.237 I8-Jun-09 LOC 3217&3224 YUMA ST
VILLAS OF EASTWOOD TERRACE LEASE
Lessor Original Lessee Acres Lease Date Cin Lease Name
Villas of Eastwood Terrace Chesapeake Exploration,LLC 14.56 10-Feb-11 VILLAS OF EAS WOOD TERRACE
Page 4 of 4
Exhibit B
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC
RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER' S LICENSE
NUMBER.
A IIENDMENT OF OIL AND GAS LEASES
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT §
This Amendment of Oil and Gas Leases ("Amendment") is made and entered into
effective as of January 1, 2016 (the "Effective Date"), by and between the CITY OF FORT
WORTH, a home rule municipal corporation of the State of Texas located within Tarrant
County, Texas ("Lessor") and TOTAL E&P USA, INC. ("TOTAL E&P"), a Delaware
corporation, the address of which is 1201 Louisiana Street, Suite 1800, Houston, Texas
77002.
WHEREAS, Lessor previously entered into the oil and gas leases identified by date,
acreage, and City of Fort Worth internal lease name [and official property records reference
number] on the attached Exhibit A (the "Leases") with CHESAPEAKE EXPLORATION,
LLC ("CELLC") or a predecessor of CELLC covering the lands described therein for the
purposes and on the terms and conditions as set forth therein;
WHEREAS, a Memorandum of each of the Leases is filed of record in Tarrant
County, Texas;
WHEREAS, TOTAL E&P acquired from CELLC a twenty-five percent (25%)
working interest in the Leases effective October 1, 2009;
WHEREAS TOTAL E&P is a lessee and owner of working interests in each of the
Leases;
WHEREAS CHESAPEAKE OPERATING, LLC currently administers, calculates,
and distributes royalties on behalf of TOTAL E&P, as well as on behalf of CELLC and
certain other working interest owners and lessees in the Leases who are not parties to this
Amendment; and
WHEREAS, Lessor and TOTAL E&P now desire to amend each of the Leases as
hereinafter set forth.
AMENDMENT of OIL AND GAS LEASE-PAGE 1
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Lessor and TOTAL E&P hereby AMEND each of the
Leases as follows:
(1) As to the interest of TOTAL E&P only, each of the Leases is hereby amended
effective January 1, 2016 to include the following provision in the first paragraph of
paragraph 4 of each of the Leases stating in bold and all caps:
ALL ROYALTIES DUE AND PAYABLE UNDER THIS LEASE SHALL
BE COMPUTED BASED UPON THE HOUSTON SHIP CHANNEL
INDEX PRICE MINUS TWO CENTS PER MMBTU REGARDLESS OF
WHERE TOTAL E&P'S SHARE OF GAS OR OTHER
HYDROCARBONS PRODUCED UNDER THE LEASE IS AVAILABLE
FOR SALE OR IS SOLD OR DELIVERED AND SUCH ROYALTIES
MAY NOT UNDER ANY CIRCUMSTANCES BE OFFSET OR
REDUCED BY ANY POST PRODUCTION COSTS, EXPENSES,
CHARGES OR DEDUCTIONS OF ANY AMOUNT, HIND OR
NATURE, INCLUDING BY WAY OF ILLUSTRATION BUT NOT
LIMITATION, COSTS OR EXPENSES FOR GATHERING,
TREATMENT, PROCESSING, TRANSPORTATION, PIPELINE
CHARGES AND EXPENSES, COMPRESSION OR MARKETING.
HOUSTON SHIP CHANNEL INDEX PRICE SHALL REFER TO THE
PRICE PUBLISHED MONTHLY BY MCGRAW HILL IN INSIDE
F.E.R.C'S GAS MARKET REPORT UNDER THE HEADING
`MONTHLY BIDWEEK SPOT GAS PRICES, EAST TEXAS,
HOUSTON SHIP CHANNEL INDEX' FOR THE FIRST DAY OF THE
MONTH OF DELIVERY. IN THE EVENT PUBLICATION OF THE
FOREGOING REPORT CEASES, OR IN THE GOOD FAITH BELIEF
OF EITHER THE CITY OR TOTAL E&P, SUPPORTED BY AN
UNAFFILIATED THIRD PARTY OPINION, THE INDEX IS BEING
ARTIFICIALLY MANIPULATED OR IS FUNDAMENTALLY
UNRELIABLE, THE CITY AND TOTAL E&P SHALL PROMPTLY
MEET AND CONFER IN GOOD FAITH TO AGREE UPON A
SUBSTANTIALLY COMPARABLE PUBLISHED INDEX FOR
CURRENT ON-SHORE SPOT GAS PRICES BEING PAID BY
PURCHASERS TAKING DELIVERY OF GAS IN THE HOUSTON-
BEAUMONT TEXAS AREA.
(2) This Amendment shall be binding upon and inure to the benefit of each of the
parties hereto and their respective successors and, assigns, and may be executed in any
number of multiple counterparts, each of which sh411 have the same force and effect as an
original instnunent executed by all of the undersigned parties, regardless of whether such
AMENDMENT OF OIL AND GAS LEASE-PAGE 2
counterpart is executed prior to or subsequent to the .date hereof or the filing of record of a
counterpart hereof.
(3) The teams and provisions of this Amendment shall supersede, control and take
precedence over any conflicting or contrary terms and provisions in the Leases, including the
definition of "market value"; however, in all other respects, said Leases, as previously
amended, and the prior terms and provisions contained therein, shall remain in full force and
effect.
(4) As to the interest of TOTAL E&P only, Lessor hereby ratifies, confirms,
adopts and grants each of the Leases as amended hereby and represents that said Leases are
in full force and effect.
IN WITNESS WHEREOF, this Amendment is MCUTED by each of the undersigned on
the date(s) indicated below, but the same shall be effective for all purposes as of the
Effeotive Date.
LESSOR:
CITY OF FORT WORTH
By.
Jesus"Jay"Chapa
Assistant City Manager
LESSEE:
TOTAL E&P USA,INC.
r`
By:
Ricardo Darrb
President and CEO
Amwwmwr of Ou.AND oAs LsAss-PAas 3
ACKNOWLEDGEMENTS
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared
jlsw's , fig, Assistant City Manager for the City of Fort Worth, known to me
personally or identified to me by proper identification or upon the oath of a credible person,
and aolmowledged to me that he/she executed this instrument as the act and deed of the City
of Fort Worth, for the purposes and consideration therein expressed and in the capacity
therein stated.
GIVEN UNDER.MY HAND AND SEAL OF OFFICE on March AI 2016
r r4♦�• TRACEY M.MAY / r
ID 0 8748554 i
Mp Comm.E.V.OcL 42019
Notary Public, State of Texas
STATE OF TEXAS §
COUNTY OF HARRIS §
BEFORE ME, the undersigned authority, on this day personally appeared Ricardo
Darrb, known to me personally or identified to me by proper identification or upon the oath
of a credible person, and acknowledged to me that he executed this instrument as the not and
deed of TOTAL E&P USA, INC., for the purposes and consideration therein expressed and
in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE on March Al 2016.
4PubNOlio,
D't'L
State of Texas
"'ruty"o RAQUEL(SILA SUENYELLO
`
NOW Public,state of Texas
my Commission Expires
aa° March 26.2016
Akamm 1Nr ov 0%AND ClAs LmAsR-PAm 4
CERTIFICATE OF INTERESTED PARTIES FORM 1295
l of l
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-29665
TOTAL Gas&Power North America,Inc.
Houston,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/22/2016
being filed.
Villas of Eastwood Terrace,LLC Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
M&C G-18694
Settlement of lawsuit alleging underpayment of royalty-Cause No.48-000000-15, In Re Chesapeake Barnett Royalty Litigation
#2,City of Fort Worth,Plaintiff v.Chesapeake Energy Corporation,et al.
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
Winstead P.C. Fort Worth,TX United States X
TOTAL Delaware,Inc. Houston,TX United States X
5 Checkonlyif there is NO Interested Party. ❑
6&JP/���I✓/!/lllll�✓Yl✓11� I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
kX o1►aY°�e� ROCHELLE M PLEASANT lX
` _(/����\V NOTARY PUBLIC,STATE Of TEXAS 11
S ,int AK J.*e MY COMMISSION EXPIRES
�\l oF1� OCT. 27, 2019 � �..�------�
OCT.
. 27, 2019✓✓./� Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP f SEAL ABOVE r. �1 �7/1►1
Sworn to and subscribed before me,by the said rV/V 64 ,this the 17, " day of
20_1_1#_,to certify which,witness my hand and seal of office.
U442 h -A891N! nW1 Pear
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
loft
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-29662
TOTAL Gas&Power North America,Inc.
Houston,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/22/2016
being filed.
Fort Worth Local Development Corporation Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
M&C G-18694
Settlement of lawsuit alleging underpayment of royalty-Cause No.48-000000-15,In Re Chesapeake Barnett Royalty Litigation
#2,City of Fort Worth,Plaintiff v.Chesapeake Energy Corporation,et al.
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
Winstead P.C. Fort Worth,TX United States X
TOTAL Delaware,Inc. Houston,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT 1 swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
Tli!!,/ll✓tlrllJllllll./1J1./O
l� sky PVdL ROCHELLE M PLEASANT l�
11 * * NOTARY PUBLIC,STATE OF TEXAS
MY COMMISSION EXPIRES 1
U' oFt ' OCT. 27, 2019 Signature of authorized agent of contracting business entity
'>•f�Ct�d4?�t'hr��ir4�'7-SrfL'�C.��'�6C��.r.�r.,��j�A/ ,/�� '/
Sworn to and subscribed before me,by the said t V A Y 0T M 119�6M 19� ,this the ZZ� day of Alva-
20 to certify which,witness my hand and seal of office.
ISD&t&4 Al -PWVwk htkE, Al A,0-&L hlM "w�
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
loft
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-29668
TOTAL Gas&Power North America,Inc.
Houston,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/22/2016
being filed.
Fort Worth Housing Finance Corporation Date Acknowledged:
3 Provide the identification number used by the governmental entity or slate agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
M&C G-18694
Settlement of lawsuit alleging underpayment of royalty-Cause No.48-000000-15,In Re Chesapeake Barnett Royalty Litigation
#2,City of Fort Worth, Plaintiff v.Chesapeake Energy Corporation,et al.
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
Winstead P.C. Fort Worth,TX United States X
TOTAL Delaware,Inc. Houston,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
lol.-ot O
11 o�raV Pue� ROCHELLE M PLEASANT t�l
NOTARY PUBLIC,STATE OF TEXAS 11
N MY COMMISSION EXPIRES 11
OF OCT. 27, 2019
{ Signature of authorized agent of contracting business entity
f;Yl.�l,/lljl./lllll!!lIllllll�
AFFIX NOTARY STAMP/SEAL ABOVE
r
Sworn to and subscribed before me,by the said &WMW A- i gk this the 2m, day of Maal),— ,
20 ,to certify which,witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0,312
CERTIFICATE OF INTERESTED PARTIES FORM 1295
10f1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-29654
TOTAL Gas&Power North America,Inc.
Houston,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/22/2016
being filed.
The City of Fort Worth Date Acknowledged:
3- 0,-7—((
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
M&C G-18694
Settlement of lawsuit alleging underpayment of royalty-Cause No.48-000000-15,In Re Chesapeake Barnett Royalty Litigation
#2,City of Fort Worth,Plaintiff v.Chesapeake Energy Corporation,et al.
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
Winstead P.C. Fort Worth,TX United States X
TOTAL Delaware,Inc. Houston,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT
I swear,or affirm,under penaltyof perjury,that the above disclosure is true and correct.
ROCHELLE M PLEASANT t�
�1 * NOTARY PUBLIC,STATE OF TEXAS tl
MY COMMISSION EXPIRES 1
�illll '
OF OCT. 27, 2019
O/JlJllJlt�I.IJJJ!!ltllJl!!� Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE � d day of
►�
Sworn 1to-and subscribed before me,by the saidIV /f F"! this the el ,
201P ,to certify which,witness my hand and seal of office.
&01.0 A4 PkaAL 4owza L e M, P --- mmw PIA&I c,
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312
CERTIFICATE OF INTERESTED PARTIES
FORM 3.295
1of1
Complete Nos.1-4 and 6 it there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
I Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-29710
TOTAL E&P USA,INC.
Houston,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 0312212016
being filed.
The City of Fort Worth Date Acknowledged:
_y3-(4
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
M&C G-18694
Settlement of lawsuit alleging underpayment of royalty—Cause No.48-000000-15,In Re Chesapeake Barnett Royalty Litigation
#2--City of Fort Worth,Plaintiff v.Chesapeake Energy Corporation et al
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
Winstead P.C. Ft.Worth,TX United States X
Elf Aquitaine,Inc. Houston,TX United States X
Total Delaware,Inc. Houston,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
o.►�1P�e� ROCHELLE M PLEASANT l�
`y§ l r•
rO0 NOTARY PUBLIC,STATE OF TEXAS ll
b MY COMMISSION EXPIRES 111111
-r0F OCT. 27, 2019
t � � Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE �/►�,, jA,`,,r,
Sworn to and subscribed before me,by the said O1-"f"V!o �U� this the c day of�W►'U� l
20 ��O ,to certify which,witness my hand and seal of office.
NSI R 4a4va4; M P112& � WrAa PUS C�
Signature of officer administering oath Printed name of officer administering oath Tittle of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.stateAx.us Version V1.0.312
i
f
i
Y
CERTIFICATE OF INTERESTED PARTIES
FORM 3.295
101`1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-29673
TOTAL E&P USA,INC
Houston,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is03/22/2016
being filed.
Forth Worth Housing Finance Corporation Date Acknowledged:
✓ "—C ce
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
M&C G-18694
Settlement of lawsuit alleging underpayment of royalty--Cause No.48-000000-15,In Re Chesapeake Barnett Royalty Litigation
#2—City of Fort Worth,Plaintiff v Chesapeake Energy Corporation et al.
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
Elf Aquitaine,Inc. Houston,TX United States X
Total Delaware,Inc. Houston,TX United States X
\Mndstead PC Ft.Worth,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
1\ ot�RY P6G ROCHELLE M PLEASANT
NOTARY PUBLIC,STATE of TEXAS 11 C
y MY COMMIssION EXPIRES \
'SOF OCT. 27, 2019
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP f SEAL ABOVE
Sw Ito and subscribed before me,by the said I �07Jt this the 2 2 day of
20 1 Ys ,to certify which,witness my hand and seal of office.
&&W, A PW�1� M. ACASA4- &M29�t LJ b
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312
CERTIFICATE OF INTERESTED PARTIES
FORM 1.295
1of1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-29678
TOTAL E&P USA,INC
Houston,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/22/2016
being filed.
Fort Worth Local Development Corporation Datewlle�dged l
Le
g Provide the identification number used by the governmental entity or state agency to track or identify the contract,.•af�nd provide a
description of the goods or services to be provided under the contract.
M&C G-18694
Settlement of lawsuit alleging underpayment of royalty—Cause No.48-000000-15,In Re Chesapeake Barnett Royalty Litigation
#2—City of Fort Worth,Plaintiff v Chesapeake Energy Corporation et al
4 Nature of interest(check applicable)
Name of Interested Party City,State,Country(place of business)
Controlling Intermediary
Total Delaware, Inc. Houston,TX United States X
Elf Aquitaine,Inc. Houston,TX United States X
Winstead P.C. Ft.Worth,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
�.r!!lrlorlrlrllrrr�.rllrr�^�
ROCHELLE M PLEASANT
NOTARY PUBLIC,STATE OF TEXAS l�
MY COMMISSION EXPIRES 11
lel ''t of OCT. 27, 2019
Nlr!!l!!!r^!!!!!!1!!!!!/!✓� Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE _�t 1 )�
Sworn to and subscribed before me,by the said 7r 7 tl �1,1 this the_J� day of��iI
20_L6_,to certify which,witness my hand and seal of office.
wioz 4u:nj4 A4. P rte- �/D ' I�UI�UL
Signature of officer administering oath Printed name of officer administering oath Titre Of nffirpr administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312
CERTIFICATE OF INTERESTED PARTIES
FORM 3.295
l of l
Complete Nos.l-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested partes. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-29693
TOTAL E&P USA,INC.
Houston,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 03/22/2016
being filed.
Villas of Eastwood Terrace,LLC Date Acknowledged: /
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the goods or services to be provided under the contract.
M&C G-18694
Settlement of lawsuit alleging underpayment of royalty--Cause No.48-000000-15,In Re Chesapeake Barnett Royalty Litigation
#2—City of Fort Worth,Plaintiff v.Chesapeake Energy Corporation et all
4 Nature of interest(check applicable)
Name of Interested Parry City,State,Country(place of business)
Controlling Intermediary
Winstead P.C. Ft.Worth,TX United States X
Total Delaware,Inc. Houston,TX United States X
Elf Aquitaine,Inc. Houston,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
vN
-r✓✓.orrrrlrrrirlirrrrrfr✓..9
°o� ROCHELLE M PLEASANT t�
1 *®* NOTARY PUBLIC,STATE OF TEXAS`1
NY COMMISSION EXPIRES it
of OCT. 27, 2019
t� Si ature of authorized agent of contracting business entity
O�V1.sGI.�CI✓!./11.R/!!l✓1!!Jl✓!�
AFFIX NOTARY STAMP/SEAL ABOVE //��,
Sworn o and subscribed before me,by the said - Y'Cf/ /J i7uy this the day of
20_�_,to certify which,witness my hand and seal of office.
i
Signature of officer administering oath Printed name of officer administering oath Tide of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312
M&C Review Page 1 of 2
Official site of the City of Fort Worth;Texas
CITY COUNCIL AGENDA FoRT �+
COUNCIL ACTION: Approved on 3/22/2016 - Resolution No. 4608-03-2016
REFERENCE 12TOTAL AND TOTAL
DATE: 3/22/2016 NO.: G-18694 LOG NAME: GAS AND POWER
STLMNT
CODE: G TYPE: NOW PUBLIC CONSENT HEARING: NO
SUBJECT: Adopt Resolution Authorizing Settlement of all Claims with Total E&P (USA), Inc., and
Total Gas & Power North America, Inc., Related to the Lawsuit in Cause No.
48-268798-13, 48th District Court, Tarrant County, Texas, Authorize Execution of all
Agreements Necessary to Complete the Settlement and Authorize the City Manager to
Execute Amendments to Gas Leases with Respect to Total E&P Interests (ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached resolution approving the below-described settlement of all claims against Total E&P
(USA) Inc., and Total Gas & Power North America, Inc., collectively Total, related to the referenced lawsuit;
2. Authorize the City Manager to execute amendments to the gas leases with respect to Total E&P (USA)
Inc., interests; and
3. Authorize the City Manager to execute any other Agreements necessary to complete the settlement.
DISCUSSION:
The City of Fort Worth (City), as lessor, entered into a number of oil and gas leases with various lessees,
including Chesapeake Exploration, L.L.C. (Chesapeake), and its affiliates. In 2010, Total E&P (USA) Inc.
(Total), acquired a 25 percent working interest in the lease from a Chesapeake entity. In 2013, the City
filed suits as Cause Nos. 48-268798-13 and 352-272138-14, alleging that Total and Chesapeake
breached their obligations under those leases by underpaying royalties under the leases. The City and
Total have determined that it is in their respective best interests to resolve the lawsuit (Cause No. 48-
268798-13). The settlement provides that Total will pay the City the amount of$6,000,000.00 and execute
an amendment to each of the leases as to Total's interests to ensure that Total cannot rely on alternative
methods of calculating royalties that would lead to future underpayments.
The amendments would revise the first paragraph of Paragraph four of each gas lease to specify the
payment of royalty pricing and to prohibit the offset of royalties by any post production costs, expenses,
charges or deductions of any amount. Additionally, Total will reimburse the City for any amounts due the
City as a result of the lease amendments for January and February in accordance with the leases, as
amended. The City will grant to Total the option to take a top lease of the remaining 75 percent of the
minerals covered by the leases using the same terms and provisions that are in the amended leases
provided certain terms are met and payment is tendered to the City by Total as outlined in the Settlement
Agreement. The City will pay the law firm of Cantey Hanger 33-1/3 percent of the total value received by
the City under the settlement (or$2,000,000.00 of the $6,000,000.00 settlement amount), excluding any
actual costs and expenses incurred.
The attached resolution approves the settlement and authorizes the City Manager to execute all documents
necessary to complete the settlement and execute the amendments to the gas leases with Total.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=22147&councildate=3/22/2016 3/24/2016
M&C Review Page 2 of 2
FISCAL INFORMATION/CERTIFICATION:
Upon approval, the Director of Finance certifies that a subsequent Mayor and Council Communication will
be prepared to appropriate the funds received under this Settlement Agreement.
TO
Fund Department I Account Project Program Activity Budget I Reference# Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Sarah Fullenwider (7623)
Additional Information Contact: Gerald Pruitt (7616)
ATTACHMENTS
TOTAL FORM 1295 Place Holder odf
Total Settlement Resolution.doc
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22147&councildate=3/22/2016 3/24/2016