HomeMy WebLinkAboutContract 48568 CITY SECRETARY
CONTRACT NO. t&SIS=
OIL AND GAS TOP LEASE
THE STATE OF TEXAS §
COUNTY OF TARRANT §
THIS AGREEMENT ("Lease" or "Top Lease") is made and entered into as of the date herein
specified by and between CITY OF FORT WORTH, a home rule municipal corporation of the State of
Texas located within Tarrant, Denton, and Wise Counties, Texas, (hereinafter referred to as "Lessor" or
the "City"), and, TOTAL E&P USA,INC., an Delaware corporation(hereinafter referred to as"Lessee"
or"TOTAL E&P").
WITNESSETH:
1.
GRANTING CLAUSE
Lessor, in consideration of a cash bonus in hand paid, of the royalties herein provided, and of the
agreements of Lessee hereinafter contained,hereby grants,leases, and lets exclusively unto Lessee for the
sole purpose of investigating, exploring, drilling, operating, and producing oil and/or gas from the land
leased hereunder,together with any liquid or gaseous substances produced in association with oil and gas,
an undivided 25% of Lessor's interest in the lands situated in the City of Fort Worth, Texas (the"Leased
Premises")and described in the leases identified by date, acreage, City of Fort Worth internal lease name,
and official property records instrument recording number on Exhibit "A" attached hereto (the "Present
Leases").
All mineral substances and mineral rights other than oil and gas (and all other liquid or gaseous
minerals produced in association with oil or gas) are expressly reserved to Lessor and excepted from this
Top Lease. These reserved mineral rights include, but are not limited to, the rights to lignite, coal and
sulfur not produced as a component of oil and gas.
For the purpose of determining the amount of any bonus or other payment hereunder, said
Leased Premises shall be deemed to contain the acreage identified on Exhibit "A" hereto for each of the
Present Leases,whether actually containing more or less.
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2.
PRIMARY TERM OF TOP LEASE
Subject to the other provisions herein contained, this Top Lease shall be for a term of two (2)
years (hereinafter called "primary term") and so long thereafter as oil, gas or other minerals granted
herein are produced from the Leased Premises or lands pooled therewith, in paying quantities, or
operations are in progress thereon as hereinafter provided,and the royalties are paid as provided herein.
On the date this Top Lease is executed, the Present Leases are in force and effect as to Lessee's
interests in the Leased Premises. For each Present Lease,this Top Lease shall be subordinate and subject
to such Present Lease for as long as, and to the extent that,such Present Lease remains in force and effect
according to its present terms.
With respect to each Present Lease, this Top Lease is to become effective immediately upon
termination of such Present Lease,provided such termination occurs within 21 years from the date of this
Top Lease; otherwise this Top Lease shall be null and void as to the portion of the Leased Premises
covered by such Present Lease.
For the purposes of this lease,the term "operations" means any of the following: drilling,testing,
completing, reworking, recompleting, deepening, plugging back, or repairing of a well in search for or in
the endeavor to obtain production of oil or gas, so long as such operations are carried out with due
diligence with no cessation of more than ninety(90) consecutive days.
3.
DELAY RENTALS
This is a paid-up lease and no delay rentals are due. Upon termination, Lessee shall prepare,
execute and deliver to Lessor a recordable release covering the Leased Premises in accordance with this
Lease. Lessee may at any time or times execute and deliver to Lessor, a release or releases of this Lease
as to all or any part of the Leased Premises, and thereby be relieved of all obligations as to the released
land or interest, except for the indemnification obligations described in Paragraph 16 and the plugging
obligations of this Lease.
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4.
ROYALTIES
Lessee shall pay to Lessor the following royalties, which shall be free of all costs of any kind,
including, but not limited to, costs of gathering, production, transportation, treating, compression,
dehydration, processing, marketing, trucking or other expense, directly or indirectly incurred by Lessee,
whether as a direct charge or a reduced price or otherwise. In this regard, Lessee agrees to bear one
hundred percent (100%) of all costs and expenses incurred in rendering hydrocarbons produced on or
from the Leased Premises marketable and delivering the same into the purchaser's pipeline for immediate
transportation to an end user or storage facility. Additionally, said royalties shall never bear, either
directly or indirectly, under any circumstances, the costs or expenses (including depreciation) to
construct, repair, renovate or operate any pipeline, plant, or other facilities or equipment used in
connection with the treating, separation, extraction, gathering, processing, refining, compression,
transporting, manufacturing or marketing of hydrocarbons produced from the Leased Premises or lands
pooled therewith.
NOTWITHSTANDING ANY OTHER ROYALTY PROVISION TO THE
CONTRARY, ALL ROYALTIES DUE AND PAYABLE UNDER THIS TOP LEASE
ON GAS AND CASINGHEAD GAS PRODUCED OR RECOVERED FROM THE
LEASED PREMISES SHALL BE COMPUTED BASED UPON THE HOUSTON
SHIP CHANNEL INDEX PRICE MINUS TWO CENTS PER MMBTU
REGARDLESS OF WHERE LESSEE'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
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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
LESSEE 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.
A. On oil, gas (including flared gas) and casinghead gas, together with any other liquid or
gaseous hydrocarbons recovered by Lease operations(such as in drips or separators)twenty-five percent
(25%) of the proceeds of the sale or of the market value thereof, whichever is higher. Such proceeds of
oil recovered by Lease operations, is to be delivered free of cost to Lessor or to the credit of the Lessor
into pipelines, gathering lines, barges or other facilities to which the wells and tanks on the property
may be connected. Lessor shall always have the right, at any time and from time to time, upon
reasonable written notice to Lessee, to take Lessor's share of oil, gas and processed liquids in kind.
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Lessor may elect to take Lessor's gas in kind at the well, or at the point of delivery where Lessee
delivers Lessee's gas to any third party. If gas is processed, Lessor may elect to take Lessor's share of
the residue gas attributable to production from the Leased Premises, at the same point of delivery where
Lessee receives its share of residue gas or has its share of residue gas delivered to a third party. Lessor
may elect to have its royalty share of processed liquids stored in tanks at the plant or delivered into
pipelines on the same basis as Lessee's share of liquids is stored or delivered. Lessor shall reimburse
Lessee for all reasonable costs incurred by Lessee in installing, operating or maintaining additional
facilities necessary for Lessor's royalty gas and processed liquids to be separately metered, accounted
for, and delivered to a third party, but Lessor shall not be charged for any expense in the production,
gathering, dehydration, separation, compression, transportation, treatment, processing or storage of
Lessor's share of gas and processed liquids.
B. On products, twenty five percent (25%) of the gross market value or proceeds of sale
thereof,whichever is higher.
C. On residue gas or gas remaining after separation, extraction or processing operations,
twenty five percent(25%)of the proceeds of sale or of the market value thereof,whichever is higher.
D. For purposes of this Paragraph 4, the term "market value" shall mean for gas and
products therefrom (i) the gross price at which gas or products therefrom are sold pursuant to a Gas
Contract, as defined below, that is ratified by Lessor according to Paragraph G below or (ii) if not sold
pursuant to a Gas Contract, as defined below, ratified by Lessor and Lessee, the highest gross price
reasonably obtainable for the quantity of gas or products available for sale, through good faith
negotiations for gas or products produced from the Leased Premises at the place where such gas or
product is available for sale on the date of such a contract with adequate provisions for redetermination
of price at intervals of no less frequency than one (1)year to ensure that the production is being sold for
no less than the current market price. Included within the definition of"Market Value" as used herein is
the presumption that Gas Contracts that are ratified by Lessor are arms-length contracts with purchasers
who are not affiliates of Lessee. An "affiliate" includes, but is not limited to, the parent company or a
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subsidiary of Lessee, a corporation or other entity having common ownership with Lessee, a partner or
joint venturer of Lessee with respect to the ownership or operation of the processing plant, a corporation
or other entity in which Lessee owns a ten percent or greater interest, or any individual, corporation or
other entity that owns a ten percent or greater interest in Lessee. In no event shall "market value" ever
be less than the amount actually received by the Lessee for the sale of hydrocarbons.
E. This Lease is intended to cover only oil and gas, but some other substances (including
helium and sulphur) may be produced necessarily with and incidental to the production of oil or gas
from the Leased Premises; and, in such event, this Lease shall also cover all such other substances so
produced. On all such substances so produced under and by virtue of the terms of this Lease, Lessor
shall receive a royalty of twenty five percent(25%) of all such substances so produced and saved, same
to be delivered to Lessor, free of all costs; or, at Lessor's election, Lessor's twenty five percent(25%) of
such substances shall be sold by Lessee with Lessee's portion of such substances and at the same profit
realized by Lessee for its portion of such substances.
F. All royalties hereinabove provided shall be payable in cash (unless Lessor elects to take
such royalty oil or gas in kind) to Lessor within ninety (90) days following the end of the month in
which the first commercial sale of production occurred and thereafter no more than sixty(60) days after
the end of the month following the month during which production takes place. Subject to the
provisions of Paragraph 10 of this Lease concerning shut-in wells, royalties shall be paid to Lessor by
Lessee and/or its assigns or by the product purchaser for oil and/or gas. Upon the failure of any party to
pay Lessor the royalty as provided in this paragraph, Lessor may, at Lessor's option, elect to terminate
this Lease by sending written notice to Lessee. Lessee shall then have thirty (30) days from the date of
service of such written notice in which to avoid termination of this Lease by making or causing to be
made the proper royalty payment or payments that should have been paid. If such royalty payment is
not made on or before the expiration of the 30-day period, or written approval is not obtained from
Lessor to defer such payment, Lessor may elect to terminate this Lease by filing a Notice of
Termination with the County Clerk in the county where the Leased Premises are located. The effective
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date of said termination shall be the date said Notice of Termination is filed with the said County Clerk.
G. In the event Lessor elects to take and separately dispose of its royalty share of gas, the
parties shall enter into a mutually acceptable balancing agreement providing for(a)the right of an under
produced party to make up an imbalance by taking up to 150 percent of its share of production and (b)
an obligation to settle any imbalance remaining after depletion in cash, based on the proceeds received
by the overproduced party when the imbalance was created, or if the overproduced party's gas was used
but not sold,based on the market value of the gas when imbalance was created.
H. In the event Lessee enters into a gas purchase contract which contains what is commonly
referred to as a "take or pay provision" (such provision meaning that the gas purchaser agrees to take
delivery of a specified minimum volume or quantity of gas over a specified term at a specified price or
to make minimum periodic payments to the producer for gas not taken by the purchaser) and the
purchaser under such gas purchase contract makes payment to Lessee by virtue of such purchaser's
failure to take delivery of such minimum volume or quantity of gas, then Lessor shall be entitled to
twenty five percent (25%) of all such sums paid to Lessee or producer under the "pay" provisions of
such gas purchase contract. Such royalty payments shall be due and owing to Lessor within thirty (30)
days after the receipt of such payments by Lessee. If the gas purchaser"makes up" such gas within the
period called for in the gas contract and Lessee is required to give such purchaser a credit for gas
previously paid for but not taken, then Lessor shall not be entitled to royalty on such "make up" gas. If
Lessee is not producing any quantities of gas from the Leased Premises but is receiving payments under
the "pay"portion of such"take or pay" gas purchase contract provision, such payments shall not relieve
Lessee of the duty to make shut-in royalty payments if Lessee desires to continue this Lease, but such
"take or pay" royalty payments shall be applied as a credit against any shut-in royalty obligation of the
Lessee. As to the Leased Premises, Lessor shall be a third-party beneficiary of any gas purchase
contract and/or transportation agreement entered into between Lessee and any purchaser and/or
transporter of Lessor's gas, irrespective of any provision of said contracts to the contrary, and such gas
purchase contract and/or transportation agreement will expressly so provide. Further, Lessor shall be
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entitled to twenty-five percent(25%) of the value of any benefits obtained by or granted to Lessee from
any gas purchaser and/or transporter for the amendment, modification, extension, alteration,
consolidation, transfer, cancellation or settlement of any gas purchase contract and/or transportation
agreement.
I. Lessee agrees that before any gas produced from the Leased Premises is used or sold off
the Leased Premises, it will be run, free of cost to Lessor,through an adequate oil and gas separator of a
conventional type or equipment at least as efficient, to the end that all liquid hydrocarbons recoverable
from the gas by such means will be recovered and Lessor properly compensated therefor.
J. Any payment of royalty or shut-in gas royalty hereunder paid to Lessor in excess of the
amount actually due to the Lessor shall nevertheless become the property of the Lessor if Lessee does
not make written request to Lessor for reimbursement within one (1) year from the date that Lessor
received the erroneous payment, it being agreed and expressly understood between the parties hereto
that Lessor is not the collecting agent for any other royalty owner under the lands covered hereby, and a
determination of the name, interest ownership and whereabouts of any person entitled to any payment
whatsoever under the terms hereof shall be the sole responsibility of Lessee. It is further expressly
agreed and understood that: (i)this provision shall in no way diminish the obligation of Lessee to make
frill and punctual payments of all amounts due to Lessor or to any other person under the terms and
provisions of this Lease, and (ii) any overpayments made to the Lessor under any provisions of this
Lease shall not be entitled to be offset against future amounts payable to parties hereunder.
K. The terms of this Lease may not be amended by any division order and the signing of a
division order by any mineral owner may not be made a prerequisite to payment of royalty hereunder.
L. Oil, gas or products may be sold to a subsidiary or affiliate of Lessee provided that such
sale shall never reduce or be the basis for a reduction in the royalties payable under this Top Lease,
whether directly or indirectly, as a reduced price or otherwise.
M. Lessee shall pay Lessor royalty on all gas produced from a well on the Leased Premises
and sold or used off the Leased Premises,regardless of whether or not such gas is produced to the credit
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of Lessee or sold under a contract executed by or binding on Lessee. Should such gas be sold under any
sales contract, whether or not binding on Lessee, Lessor's royalty will be calculated in accordance with
this paragraph 4. In no event will the price paid Lessor for Lessor's share of gas be less than the price
paid Lessee for Lessee's share of gas.
5.
POOLING
Lessee, upon the prior written consent of Lessor, which shall not be unreasonably withheld, is
hereby given the right to pool or combine the acreage covered by this Lease or any portion thereof as to
oil and gas, or either of them with any other land, lease or leases in the immediate vicinity thereof to the
extent hereinafter stipulated, when it is necessary or advisable to do so in order to properly explore, or
develop, produce and operate said Leased Premises in compliance with the spacing rules of the
appropriate lawful authority,or when to do so would promote the conservation of oil and gas in and under
and that may be produced from said premises. In the absence of field rules, units pooled for oil and gas
hereunder shall not exceed the acreage provided for retained acreage tracts in Section 7. Lessee, under the
provisions hereof, may pool or combine acreage covered by this Lease or any portion thereof as above
provided as to oil in any one or more strata and as to gas in any one or more strata. The units formed by
pooling as to any stratum or strata need not conform in size or area with the unit or units into which the
Lease is pooled or combined as to any other stratum or strata, and oil units need not conform as to area
with gas units. The pooling in one or more instances shall not exhaust the rights of the Lessee hereunder
to pool this Lease or portions thereof into other units. Lessee shall file for record in the appropriate
records of the county in which the Leased Premises are situated an instrument describing the pooled
acreage as a pooled unit. In this regard,Lessee shall provide Lessor with a copy of any and all documents
filed with any regulatory authority or recorded in the records of any county within thirty (30) days of
filing such documents. Upon the recordation of the unit in the county records and the timely furnishing of
the copies required herein to Lessor the unit shall be effective as to all parties hereto, their heirs,
successors, and assigns, irrespective of whether or not the unit is likewise effective as to all other owners
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of surface, mineral, royalty or other rights in land included in such unit. Lessee may at its election
exercise its pooling option before or after commencing operations for or completing an oil or gas well on
the Leased Premises, and the pooled unit may include, but it is not required to include, land or leases upon
which a well capable of producing oil or gas in paying quantities has theretofore been completed or upon
which operations for the drilling of a well for oil or gas have theretofore been commenced. In the event
of operations for drilling on or production of oil or gas from any part of a pooled unit which includes all or
a portion of the land covered by this Lease, such operations shall be considered as operations for drilling on
or production of oil and gas from land covered by this Lease whether or not the well or wells be located
on the premises covered by this Lease and in such event operations for drilling shall be deemed to have
been commenced on said land within the meaning of this Lease. For the purpose of computing the
royalties to which owners of royalties and payments out of production and each of them shall be entitled
on production of oil and gas, or either of them, there shall be allocated to the land covered by this Lease
and included in said unit (or to each separate tract within the unit if this Lease covers separate tracts
within the unit) a pro rata portion of the oil and gas, or either of them, produced from the pooled unit.
Royalties hereunder shall be computed on the portion of such production, whether it be on oil and gas, or
either of them, so allocated to the land covered by this Lease and included in the unit just as though such
production were from such land. The production from an oil well will be considered as production from
this Lease or oil pooled unit from which it is producing and not as production from a gas pooled unit; and
production from a gas well will be considered as production from this Lease or gas pooled unit from which
it is producing and not from an oil pooled unit. The formation of any unit hereunder shall not have the
effect of changing the ownership of any delay rental or shut-in production royalty which may become
payable under this Lease. If this Lease now or hereafter covers separate tracts, no pooling or unitization
of royalty interest as between any such separate tracts is intended or shall be implied or result merely
from the inclusion of such separate tracts within this Lease but Lessee shall nevertheless have the right to
pool as provided above with consequent allocation of production as provided above. As used in this
paragraph, the words "separate tract" mean any tract with royalty ownership differing, now or hereafter,
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either as to parties or amounts, from that as to any other part of the Leased Premises. Notwithstanding
anything to the contrary therein above, at least 50% of the Leased Premises covered by the respective
Present Lease must be included in a unit.
6.
CONTINUOUS DRILLING
At the expiration of the primary term this Lease shall remain in full force and effect for so long as
Lessee is conducting Continuous Drilling Operations (as herein defined). Lessee shall be considered to be
engaged in Continuous Drilling Operations at the expiration of the primary term if. (1) Lessee is then
engaged in drilling operations on the Leased Premises or lands pooled therewith or(2)Lessee has completed
a well as a producer or as a dry hole within one hundred twenty (120) days prior to the expiration of the
primary term. Lessee also shall be considered to be engaged in Continuous Drilling Operations for so long
thereafter as Lessee conducts drilling operations on the Leased Premises,or lands pooled therewith,with due
diligence and with intervals of no more than one hundred twenty(120) days between the date of completion
of one well and the date of commencement of drilling operations on an additional well. "Completion" shall
be considered to be the date of release of the completion rig for a completed well, but in no event more than
one hundred twenty (120) days following the release of the drilling rig. In the case of a dry hole,
"completion" shall be considered to be the date of release of the drilling rig. "Commencement" shall be the
actual spud date of a well. Continuous Drilling Operations shall be deemed to have ceased upon the failure of
Lessee to commence drilling operations on an additional well within such one hundred twenty (120) day
period. When the Continuous Drilling Operations cease,the provisions of Paragraph 7 will be applicable.
7.
RETAINED ACREAGE
A. Vertical Wells
At the expiration of the primary term of this Lease or upon the termination of the continuous
drilling program set forth in Paragraph 6, each non-horizontal well drilled hereon capable of producing in
paying quantities will hold only forty (40) acres for any formation from the surface to the base of the
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Barnett Shale formation. As to depths below the base of the Barnett Shale Formation, the proration unit
shall be the minimum size necessary to obtain the maximum production allowable. If the proration unit
for a well completed below the base of the Barnett Shale Formation is larger than 40 acres,the well may
maintain the Lease as to formations above the base of the Barnett Shale Formation as to not more than 40
acres. All other acreage except that included in a proration unit or pooled unit as described above will
cease to be covered by this Lease and will be released. To the extent possible,each such proration unit will
be in the shape of a square,with the bottom of the well in the center. Further, it is understood and agreed
that Lessee shall earn depths as to each proration unit or pooled unit only from the surface down a depth
which is the stratigraphic equivalent to a depth of one hundred feet (100') below the deepest producing
formation in such well which is capable of producing oil or gas in paying quantities at the expiration of
the primary term of this Lease or upon the termination of the continuous drilling program set forth in
Paragraph 6. This Lease will terminate at such time as to all depths below such depths as to each
respective proration unit or pooled unit. If production should thereafter cease as to acreage included in a
proration unit or pooled unit, this Lease will terminate as to such acreage unless Lessee commences
reworking or additional drilling operations on such acreage within ninety (90) days thereafter and
continues such reworking or additional drilling operations until commercial production is restored
thereon, provided that if more than ninety (90) days elapse between the abandonment of such well as a
dry hole and the commencement of actual drilling operations for an additional well, or more than ninety
(90) days pass since the commencement of reworking operations without the restoration of commercial
production,this Lease shall terminate as to the applicable proration unit or pooled unit.
At any time or times that this Lease terminates as to all or any portion of the acreage of the
Leased Premises, Lessee shall promptly execute and record in the office of the County Clerk in the
County where the Leased Premises are located, a proper release of such terminated acreage and shall
furnish executed counterparts of each such release to Lessor at the address shown in Paragraph 19
hereof.
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B. Horizontal Wells
It is expressly understood and agreed that, subject to the other terms, provisions and limitations
contained in this Lease, Lessee shall have the right to drill "horizontal wells" under the Leased Premises,
or lands pooled therewith. The term"horizontal well"or"horizontally drilled well"shall mean any well that
is drilled with one or more horizontal drainholes having a horizontal drainhole displacement of at least five
hundred eighty-five (585) feet. For the purposes of further defining the term "horizontal wells" and
"horizontally drilled" reference is made to the definitions contained within Statewide Rule 86, as
promulgated by the Railroad Commission of Texas, which definitions are incorporated herein for all
purposes.
In the event of any partial termination of the Lease as provided in Paragraph 7A, then, with
regard to a well which is a horizontal well or a horizontally drilled well, Lessee shall be entitled to retain
all sands and horizons at all depths from the surface down to a depth which is the stratigraphic equivalent of
a depth of one hundred(100)feet below the base of the deepest producing formation in such well which is
capable of producing oil or gas in paying quantities, but only in a spacing unit the area or number of acres
of which are equal to the area or number of acres determined by adding twenty (20) acres for each five-
hundred eighty-five(585)feet horizontally drilled to the original forty(40) acres deemed to be a proration
unit for each vertical well. Each such tract around each horizontally drilled well shall be as nearly in the
shape of a square or a rectangle as is practical with the boundaries of the tract including the entire
horizontal drainhole and the lateral boundaries of such tract being approximately equal distance from such
drainhole and parallel thereto.
If production should thereafter cease as to acreage included in a proration unit or pooled unit,this
Lease will terminate as to such acreage unless Lessee commences reworking or additional drilling
operations on such acreage within ninety (90) days thereafter and continues such reworking or additional
drilling operations until commercial production is restored thereon, provided that if more than ninety (90)
days pass between the abandonment of such well and the commencement of actual drilling operations for
an additional well, or more than ninety (90) days pass since the commencement of reworking operations
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without the restoration of commercial production,the Lease shall terminate as to the applicable proration
unit.
At any time or times that this Lease terminates as to all or any portion of the acreage of the
Leased Premises, Lessee shall promptly execute and record in the office of the County Clerk in the
County where the Leased Premises are located, a proper release of such terminated acreage and shall
furnish executed counterparts of each such release to Lessor at the address shown in Paragraph 19 hereof.
S.
OFFSET OBLIGATIONS
In the event a well or wells producing oil or gas should be brought in on land within 330 feet from
any boundary of the Leased Premises, Lessee agrees within ninety (90) days from commencement of
production from such well or wells to commence the actual drilling of an offset well or wells on the
Leased Premises; provided that the well or wells which are to be offset are producing in paying quantities
and have been perforated and fraced within 330 feet of the Leased Premises; or Lessee shall release to Lessor
free of this Lease the offsetting tract.
9.
FORCE MAJEURE
A. The term "force majeure" as used herein shall mean and include: requisition, order,
regulation, or control by governmental authority or commission; exercise of rights or priority or control
by governmental authority for national defense or war purpose resulting in delay in obtaining or inability to
obtain either material, equipment or means of transportation normally necessary in prospecting or drilling
for oil, gas or other mineral granted herein, or in producing, handling or transporting same from the
Leased Premises; war, scarcity of or delay in obtaining materials or equipment; lack of labor or means of
transportation of labor or materials; acts of God; insurrection; flood; strike; or other things beyond the
control of Lessee. The term"force majeure"shall not include lack of markets for production or any other
events affecting only the economic or financial aspects of drilling, development or production or the
inability to conform to city, state or federal regulations.
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B. Notwithstanding any other provisions of this Lease, but subject to the conditions
hereinafter set forth in this Paragraph 9, should Lessee be prevented by"force majeure" as defined above,
from conducting drilling or reworking operations on, or producing oil, gas or other mineral from, the
Leased Premises, such failure shall not constitute a ground for the tennination of this Lease or subject said
Lessee to damages therefore; and the period of time during which Lessee is so prevented shall not be
counted against Lessee, but this Lease shall be extended for a period of time equal to that during which
such Lessee is so prevented from conducting such drilling or reworking operations on, or producing oil,
gas or other mineral from, such Leased Premises provided,however,that in no event will the primary term
be extended unless Lessee has begun the actual drilling of a well prior to the date of the expiration of the
primary term. All of the provisions of this paragraph are subject to each of the following express
conditions:
The terms and conditions of this paragraph shall not extend beyond the expiration date of any law,
order, rule or regulation invoked under this paragraph, and shall be applicable and effective only
during the following periods:
(1) If the force majeure shall occur during the primary tern of this Lease, it shall not
operate to extend this Lease more than two (2) consecutive years beyond the expiration of
the primary term.
(2) If the force majeure shall occur during a one hundred twenty (120) day drilling
or reworking period provided for in Paragraphs 6 and 7 hereof, after the primary term has
expired, then it shall not operate to extend the Lease more than two (2) successive years
beyond the expiration of such one hundred twenty(120)day periods.
(3) In no event will the primary term be extended beyond the two (2) year term
described in B (1)and B (2).
C. None of the provisions of this paragraph shall ever be or become effective and applicable
unless Lessee shall,within a reasonable time (not to exceed sixty(60) days in any event) after occurrence of
the claimed event of force majeure above referred to, notify the Lessor, in writing, of such occurrence
15 OIL AND GAS TOP LEASE
with full particulars thereof.
D. The terms of this paragraph do not apply to monetary payments due under the terms of this
Lease.
10.
SHUT-IN GAS WELL PROVISIONS
If at any time after the expiration of the primary term while there is a gas well on the Leased
Premises or land pooled therewith which is capable of producing gas in paying quantities, but the
production thereof is shut-in or suspended for any reason, and if this Lease is not then continued in force
by some other provision hereof,then this Lease shall nevertheless continue in force as to such well and the
pooled unit or proration unit allocated to it for a period of sixty(60) days from the date such well is shut-in
or at the end of the primary term,whichever is the later date. Before the expiration of any such sixty(60)
day period, Lessee or any Assignee hereunder may pay or tender to the Lessor a shut-in royalty equal to
Five Thousand Dollars ($5,000.00) per shut-in gas well and if such payment or tender is timely made, this
Lease shall continue in force but only as to said well or wells and the proration unit or the pooled unit
allocated to it or them and it shall be considered that gas is being produced from said well or wells in
paying quantities for one(1) year from the date such well or wells are shut-in, and in like manner one, and
only one, subsequent shut-in royalty payment may be made or tendered and it will be considered that gas is
being produced from said well or wells in paying quantities for such additional one(1)year period as well.
Lessee shall not be entitled to recover any shut-in royalty payments from the future sale of gas.
Should such shut-in royalty payments not be made in a timely manner as provided in this section, it will be
considered for all purposes that there is no production and no excuse for delayed production of gas from
any such well or wells, and unless there is then in effect other preservation provisions of this Lease, this
Lease shall terminate. Lessee shall pay or tender directly to the Lessor at the address as shown in
Paragraph 19 all shut-in royalty payments as required by this Lease.
16 OIL AND GAS TOP LEASE
11.
INFORMATION ACCESS AND REPORTS
A. Lessor shall have free access at all times to all wells, tanks, and other equipment that
services wells under the Leased Premises, including drilling wells, and Lessee agrees to furnish Lessor, or
Lessor's nominee, currently and promptly, upon written request, with full well information including
cores, cuttings, samples, logs (including Schlumberger and other electrical logs), copies and results of
deviation tests and directional and seismic surveys, and the results of all drill stem tests and other tests of
other kind or character that may be made of wells on the Leased Premises. Upon five (5) business days
notice to Lessee, Lessor or Lessor's nominee shall be furnished with and have free access at all times to
Lessee's books and records relative to the production and sale of oil, gas or other minerals from the
Leased Premises, including reports of every kind and character to governmental authorities, State or
Federal. Lessor shall have the right at its election to employ gaugers or install meters to gauge or measure
the production of all minerals produced from the Leased Premises,and Lessee agrees to prepare and deliver
to Lessor or Lessor's gauger or nominee duplicate run or gauge tickets for all minerals removed from the
premises. Lessee shall furnish to Lessor daily drilling reports on each well drilled.
B. Lessee shall furnish to Lessor, within a reasonable time after its execution, a copy of any
gas purchase contract or transportation agreement entered into in connection with the Leased Premises, or
if there is already a gas purchase contract or transportation agreement in effect due to Lessee's operations in
the field,then a copy of that contract. Furthermore, a copy of any amendments to the gas purchase contract
or transportation agreement shall be furnished said Lessor within thirty (30) days after execution thereof,
and on request of Lessor and without cost to the Lessor, Lessee shall furnish Lessor a copy of the
following reports: core record, core analysis, well completion, bottom hole pressure measurement,
directional survey records, electrical and induction surveys and logs, gas and oil ratio reports,
paleontological reports pertaining to the paleontology of the formations encountered in the drilling of any
wells on the Leased Premises, and all other reports which pertain to the drilling, completing or operating of
the wells located on the Leased Premises. Such information shall be solely for Lessor's use, and Lessor
17 OIL AND GAS TOP LEASE
shall in good faith attempt to keep same confidential for twelve(12)months after receipt.
C. Lessee shall advise Lessor in writing of the location of all wells drilled upon the Leased
Premises on or before thirty (30) days prior to commencement of operations, and shall advise Lessor in
writing the date of completion and/or abandonment of all wells drilled upon the Leased Premises within
thirty(30) days after completion or abandonment.
12.
PRESERVATION OF ECOLOGY OF LEASED PREMISES
Any overflows or releases affecting the Leased Premises, including, but not limited to,
salt water, mud, chemical, or oil shall be reported immediately to Lessor. Lessee shall not use
any water in, on or under the Leased Premises without the prior written consent of the Lessor.
13.
REMOVAL OF EQUIPMENT
Lessee shall have the right at any time during or within six (6) months after the expiration of this
Lease (but not thereafter) to remove all property and fixtures placed by Lessee on the Leased Premises,
including the right to draw and remove all casing,except as to water wells as provided for in Paragraph 14(d).
This paragraph shall not apply to equipment or casing on or in an oil or gas well capable of producing in
paying quantities,but Lessee shall be paid reasonable salvage value for any such casing or equipment. It is
contemplated that Lessee may drill across and through lands covered by this agreement where production is
not obtained or ceases. Where the casing or pipeline placed or laid through such non-producing lands is
necessary to the production of a well or wells located on other lands covered by this Lease, or lands pooled
therewith,it is expressly understood and agreed that Lessor will make no demand that such casing,pipelines
or other equipment necessary for the production of a well or wells drilled by Lessee be removed as long as
such casing, pipelines and other equipment is necessary for the production of a producing well or wells
drilled by Lessee.
18 OIL AND GAS TOP LEASE
14.
ASSIGNABILITY BY LESSEE
This lease may be assigned in whole or in part by Lessee and the provisions shall extend to the
heirs, executors, administrators, successors and assigns of the parties hereto; provided, however, that any
such assignment by Lessee shall require the prior written consent of Lessor, which cannot to be
unreasonably withheld.
15.
NO WARRANTY
This Lease is given and granted without warranty of title, express or implied, in law or in equity.
Lessor agrees that Lessee, at Lessee's option, may purchase or discharge, in whole or in part, any tax,
mortgage or other lien upon the Leased Premises and thereupon be subrogated to the right of the holder
thereof, and may apply royalties accruing hereunder toward satisfying same or reimbursing Lessee. It is
also agreed that if Lessor owns an interest in the oil and gas under the Leased Premises less than the entire
fee simple estate therein, the royalties to be paid Lessor shall be reduced proportionately, but in no event
shall the shut-in royalty amount for a gas well,as provided for in Paragraph 10 hereof,be reduced.
16.
INDEMNITY
LESSEE SHALL EXPRESSLY RELEASE AND DISCHARGE, ALL CLAIMS,
DEMANDS, ACTIONS, JUDGMENTS, AND EXECUTIONS WHICH IT EVER HAD, OR NOW
HAS OR MAY HAVE, OR ASSIGNS MAY HAVE, OR CLAIM TO HAVE, AGAINST THE
LESSOR OR ITS DEPARTMENTS, AGENTS, OFFICERS, SERVANTS, SUCCESSORS,
ASSIGNS, SPONSORS,VOLUNTEERS, OR EMPLOYEES, CREATED BY, OR ARISING OUT
OF PERSONAL INJURIES, KNOWN OR UNKNOWN,AND INJURIES TO PROPERTY,REAL
OR PERSONAL, OR IN ANY WAY INCIDENTAL TO OR IN CONNECTION WITH THE
PERFORMANCE OF THE WORK PERFORMED BY THE LESSEE. THE LESSEE SHALL
19 OIL AND GAS TOP LEASE
FULLY DEFEND, PROTECT, INDEMNIFY, AND HOLD HARMLESS THE LESSOR, ITS
DEPARTMENTS,AGENTS, OFFICERS, SERVANTS,EMPLOYEES,SUCCESSORS,ASSIGNS,
SPONSORS, OR VOLUNTEERS FROM AND AGAINST EACH AND EVERY CLAIM,
DEMAND, OR CAUSE OF ACTION AND ANY AND ALL LIABILITY, DAMAGES,
OBLIGATIONS, JUDGMENTS, LOSSES, FINES, PENALTIES, COSTS, FEES, AND
EXPENSES INCURRED IN DEFENSE OF THE LESSOR, ITS DEPARTMENTS, AGENTS,
OFFICERS, SERVANTS, OR EMPLOYEES, INCLUDING, WITHOUT LIMITATION, THE
PAYMENT OF BONUS AND/OR ROYALTIES REGARDING OWNERSHIP OF THE
LESSOR'S MINERAL INTEREST OF THE LEASED PREMISES WHICH MAY BE MADE OR
ASSERTED BY LESSEE, ITS AGENTS, ASSIGNS, OR ANY THIRD PARTIES ON ACCOUNT
OF, ARISING OUT OF, OR IN ANY WAY INCIDENTAL TO OR IN CONNECTION WITH
THE OWNERSHIP AND TITLE OF THE MINERAL INTEREST OF THE LESSOR UNDER
THIS LEASE.
THE LESSEE SHALL FULLY DEFEND, PROTECT, INDEMNIFY, AND HOLD
HARMLESS THE LESSOR, ITS DEPARTMENTS, AGENTS, OFFICERS, SERVANTS,
EMPLOYEES, SUCCESSORS, ASSIGNS, SPONSORS, OR VOLUNTEERS FROM AND
AGAINST EACH AND EVERY CLAIM, DEMAND, OR CAUSE OF ACTION AND ANY AND
ALL LIABILITY, DAMAGES, OBLIGATIONS, JUDGMENTS, LOSSES, FINES, PENALTIES,
COSTS, FEES, AND EXPENSES INCURRED IN DEFENSE OF THE LESSOR, ITS
DEPARTMENTS, AGENTS, OFFICERS, SERVANTS, OR EMPLOYEES, INCLUDING,
WITHOUT LIMITATION, PERSONAL INJURIES AND DEATH IN CONNECTION
THEREWITH WHICH MAY BE MADE OR ASSERTED BY LESSEE, ITS AGENTS,ASSIGNS,
OR ANY THIRD PARTIES ON ACCOUNT OF, ARISING OUT OF, OR IN ANY WAY
INCIDENTAL TO OR IN CONNECTION WITH THE PERFORMANCE OF THE WORK
PERFORMED BY THE LESSEE UNDER THIS LEASE.
20 OIL AND GAS TOP LEASE
THE LESSEE AGREES TO INDEMNIFY AND HOLD HARMLESS THE LESSOR, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, SUCCESSORS, ASSIGNS, SPONSORS, OR
VOLUNTEERS FROM ANY LIABILITIES OR DAMAGES SUFFERED AS A RESULT OF
CLAIMS, DEMANDS, COSTS, OR JUDGMENTS AGAINST THE LESSOR, ITS
DEPARTMENTS, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES, CREATED BY,
OR ARISING OUT OF THE ACTS OR OMISSIONS OF THE LESSOR OCCURRING ON THE
DRILL SITE OR OPERATION SITE IN THE COURSE AND SCOPE OF INSPECTING AND
PERMITTING THE GAS WELLS INCLUDING, BUT NOT LIMITED TO, CLAIMS AND
DAMAGES ARISING IN WHOLE OR IN PART FROM THE NEGLIGENCE OF THE LESSOR
OCCURRING ON THE DRILL SITE OR OPERATION SITE IN THE COURSE AND SCOPE
OF INSPECTING AND PERMITTING THE GAS WELLS. IT IS UNDERSTOOD AND
AGREED THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION IS AN INDEMNITY
EXTENDED BY THE LESSEE TO INDEMNIFY AND PROTECT LESSOR AND/OR ITS
DEPARTMENTS, AGENTS, OFFICERS, SERVANTS, OR EMPLOYEES FROM THE
CONSEQUENCES OF THE NEGLIGENCE OF THE LESSOR AND/OR ITS DEPARTMENTS,
AGENTS, OFFICERS, SERVANTS, OR EMPLOYEES, WHETHER THAT NEGLIGENCE IS
THE SOLE OR CONTRIBUTING CAUSE OF THE RESULTANT INJURY, DEATH, AND/OR
DAMAGE.
17.
INSURANCE
Lessee shall provide or cause to be provided the insurance described in the City of Fort Worth
Gas Ordinance for each well drilled under the terms of this Lease, such insurance to continue until the
well is abandoned and the site restored. Such insurance shall provide that Lessor shall be a co-insured,
without cost, and that said insurance can not be canceled or terminated without thirty (30) days prior
notice to Lessor and ten(10)days notice to Lessor for nonpayment of premiums.
21 OIL AND GAS TOP LEASE
18.
RELEASES REQUIRED
Within thirty (30) days after the partial termination of this Lease as provided under any of the
terms and provisions of this Lease, Lessee shall deliver to Lessor a plat showing the production units
designated by Lessee, copies of logs showing depths to be retained within each unit, and a fully executed,
recordable release properly describing by metes and bounds the lands and depths to be retained by Lessee
around each producing well. If this Lease terminates in its entirety, then Lessee shall deliver a complete,
fully executed, recordable release to Lessor within thirty (30) days. If such release complies with the
requirements of this section, Lessor shall record such release. If Lessee fails to deliver a release
complying with the requirements of this section within thirty (30) days after Lessor's demand therefore,
then Lessee shall pay Lessor an amount equal to Five Dollars ($5.00)per acre per day for each acre of the
Leased Premises that should have been released, beginning with the 30th day after the date of Lessor's
request and continuing until such release has been executed and delivered to Lessor. It is agreed that
actual damages to Lessor for Lessee's failure to deliver such release are difficult to ascertain with any
certainty, and that the payments herein provided are a reasonable estimate of such damages and shall be
considered liquidated damages and not a penalty. Furthermore, Lessor is hereby authorized to execute
and file of record an affidavit stating that this Lease has expired and the reason therefore, and such
affidavit shall constitute prima facie evidence of the expiration of this Lease or any part of this Lease.
19.
NOTICES
A. Notifications Required. Lessee shall advise Lessor in writing of the location of all
wells to be drilled under the Leased Premises or on land pooled therewith on or before thirty (30) days
prior to commencement of operations, and shall advise Lessor in writing the date of completion and/or
abandonment of all wells drilled under the Leased Premises or on land pooled therewith within thirty
(30) days after completion or abandonment. Such notice shall include furnishing the Lessor a copy of
the applicable completion or plugging report filed with any governmental or regulatory agency and a plat
22 OIL AND GAS TOP LEASE
or map showing the location of all wells under this Lease or lands pooled therewith.
Lessee shall also advise Lessor in writing the date of testing, fracing, reworking, recompletion,
plugging back or repairing of all wells drilled under the leases premises or on land pooled therewith
within thirty (30) days after such activity occurs. Reports are also to be made monthly, to include name
of well, total monthly production and total product sales. On a quarterly basis, Lessee shall provide a
report demonstrating its compliance with the Minority/Women Business Enterprise (MWBE) Goal of 3%
for leases over 40 acres.
B. All notices, information, letters, surveys, reports, material, and all other documents,
required or permitted to be sent to Lessor by Lessee shall be sent by certified United States mail,postage
prepaid,return receipt required,to the following address:
City of Fort Worth
Attention:Lease Manager
Property Management Department
1000 Throckmorton Street
Fort Worth,Texas 76102
With a copy sent by certified United States mail,postage prepaid,return receipt requested,to:
City of Fort Worth
City Attorney
1000 Throckmorton Street
Fort Worth,Texas 76102
C. All notices required or permitted to be sent to Lessee by Lessor shall be sent to Lessee by
certified United States mail,postage prepaid,return receipt requested to the following address:
TOTAL E&P USA,INC.
Attention: Onshore Land Manager
1201 Louisiana Street, Suite 1800
Houston,Texas 77002
D. Service of notices, and other documents,hereunder is complete upon deposit of the mailed
material in a post office or official depository under the care and custody of the United States Postal Service,
in a postpaid,properly addressed and certified wrapper.
23 OIL AND GAS TOP LEASE
E. Any party hereto shall have the right to change the name or address of the person or
persons required to receive notices,and other documents,by so notifying the other party in writing.
20.
BREACH BY LESSEE
Lessee shall conduct Lessee's operations in strict compliance with all of the terms and provisions of
this Lease and with all applicable local, state and federal rules and the regulations of any regulatory body
having jurisdiction of such operations including,but not limited to, all local,state and federal environmental
rules and regulations and applicable city ordinances.
In the event Lessor considers that operations are not, at any time, being conducted in compliance
with this Lease, or any implied covenant of this Lease, Lessor shall notify Lessee in writing of the facts
relied upon as constituting a breach of any express or implied covenant or obligation of Lessee hereunder
and, Lessee, if in default, shall have sixty (60) days after receipt of such notice in which to commence
compliance with its obligations hereunder. Failure on the part of Lessee to timely commence efforts to rectify
any such breach and to exercise diligence in remedying any such breach shall operate as a forfeiture of this
Lease as to the portion thereof effected by such breach; provided that if Lessee, in good faith, disputes any
alleged grounds of breach set forth in such notice,Lessee may, within said sixty(60) day period,institute a
Declaratory Judgment Action in any District Court in a county where all or part of the said Leased
Premises are located questioning whether it has in fact breached any expressed or implied covenant of this
Lease, thereby staying any forfeiture during the pendency of such action. However, in the event that
Lessor obtains a final judicial ascertainment in any such proceeding that Lessee is in breach of any
covenant hereof,express or implied,then it is agreed that Lessor shall be entitled to a decree providing for
cancellation or forfeiture of the Lease in the event such breach is not rectified or commenced in good faith
to be rectified by Lessee within thirty(30)days from date such decree becomes final.
24 OIL AND GAS TOP LEASE
21.
LOCATION OF DRILLING ACTIVITY,PIPELINES AND EQUIPMENT
No drilling or other activity shall be conducted on the surface of the Leased Premises and no
roads, electric lines, pipelines, equipment, or other structures shall be placed on the surface of the Leased
Premises.
22.
COMPLIANCE WITH LAWS
Lessee shall comply with all applicable rules, regulations, ordinances, statutes and other laws in
connection with any drilling, producing or other operations under the terms of this Lease, including,
without limitation,the oil and gas well regulations of the City of Fort Worth.
23.
CONFLICT OF INTEREST
Lessee represents that Lessee; its officers and directors, are not employees or officers of the City
of Fort Worth nor is Lessee(its officers and directors) acting on behalf of any such officer or employee of
the City of Fort Worth.
24.
TERMS
All of the terms and provisions of this Lease shall extend to and be binding upon the heirs,
executors, administrators, successors and authorized assigns of the parties hereto.
25.
ENTIRE AGREEMENT
This Lease states the entire contract between the parties, and no representation or promise, verbal
or written, on behalf of either party shall be binding unless contained herein; and this Lease shall be
binding upon each party executing the same, regardless of whether or not executed by all owners of the
above described land or by all persons above named as "Lessor", and, notwithstanding the inclusion
25 OIL AND GAS TOP LEASE
above of other names as"Lessor",this term as used in this Lease shall mean and refer only to such parties
as execute this Lease and their successors in interest.
26.
CAPTIONS
The captions to the various paragraphs of the Lease are for convenience only, to be used
primarily to more readily locate specific provisions. They shall not be considered a part of the Lease, nor
shall they be used to interpret any of the Lease provisions.
27.
COUNTERPARTS
This Lease may be executed in multiple counterparts, each of which shall be deemed an original,
with the same effect as if the signature thereto and hereto were upon the same instrument.
28.
INTERPRETATION
In the event of any dispute over the meaning or application of any provision of this Lease, this
Lease shall be interpreted fairly and reasonably, and neither more strongly for or against any party,
regardless of the actual drafter of this Lease.
29.
NO THIRD PARTY RIGHTS
The provisions and conditions of this Lease are solely for the benefit of the Lessor and the
Lessee, and any lawful assign or successor of the Lessee and are not intended to create any rights,
contractual or otherwise,to any other person or entity.
30.
SEVERABILITY
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
26 OIL AND GAS TOP LEASE
31.
VENUE AND JURISDICTION
If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of
this Lease, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas — Fort Worth Division. This Lease shall be
construed in accordance with the laws of the State of Texas.
32.
INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Lessee shall operate as an independent contractor in
each and every respect hereunder and not as an agent, representative or employee of the Lessor. Lessee
shall have the exclusive right to control all details and day-to-day operations relative to this Lease and all
Exhibits and shall be solely responsible for the acts and omissions of its officers, agents, servants,
employees, contractors, subcontractors, licensees and invitees. Lessee acknowledges that the doctrine of
respondeat superior will not apply as between the Lessor and Lessee, its officers, agents, servants,
employees, contractors, subcontractors, licensees and invitees. Lessee further agrees that nothing in this
Lease will be construed as the creation of a partnership or joint enterprise between the Lessor and Lessee.
33.
GOVERNMENTAL POWERS
It is understood that by execution of this Lease, the Lessor does not waive or surrender any of its
governmental powers.
IN WITNESS WHEREOF, this Top Lease is EXECUTED by each of the undersigned on the
date(s) indicated below, but the same shall be effective for all purposes as of the date specified in
paragraph 2 herein.
27 OIL AND GAS TOP LEASE
LESSOR:
CITY OF FORT WORTH
OF F®�T
By:
Jesus J. Chapa
Assistant City Managers
by.: i
STATE OF TEXAS
§
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared
Jesus J. Chapa, 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
acknowledged 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 the day of
2016.
K pua TRACEY M.MWAY )nom
*�r ID#8748554 /f f
se+� My Comm.Exp.Oct.t5,20t9 UNry Pub c, State of Te as
28 OIL AND GAS TOP LEASE
LESSEE:
TOTAL E&P USA, INC.
By:
Jose-Ignacio Sanz-Saiz
President and CEO
STATE OF TEXAS §
COUNTY OF HARRIS §
BEFORE ME, the undersigned authority, on this day personally appeared Jose-
Ignacio Sanz-Saiz, 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 act 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 the 2j� day of
2016.
Notary Public, State of Texas
��er►off CATHY FIELD
? � Notary Public.State at Texas
Comm,Expires 05-27-2019
Notary ID 54744-8
29 OIL AND GAS TOP LEASE
EXHIBIT A
Lessor Original Lessee Acres Lease Date Instrument Recording No. City Lease Name
City of Fort Worth Chesapeake Exploration,LLC 10.899 7/19/2010 D210239127 11310 S FREEWAY
City of Fort Worth Chesapeake Exploration,LLC 0.11784 5/2/2011 D211154884 1800 GREENFIELD
City of Fort Worth Chesapeake Exploration,LLC 0.4 5/11/2011 D211156899 19 ST ROW
City of Fort Worth Chesapeake Exploration,LLC 2.6236122 9/18/2008 D208377277 1ST TO 4TH ST ROW
City of Fort Worth Chesapeake Exploration,LLC 0.161 2/6/2012 D212080233 2012 IRMA ST
City of Fort Worth Chesapeake Exploration,LLC 0.14 5/11/2011 D211156898 20TH&21STST ROW
City of Fort Worth Chesapeake Exploration,LLC 0.079 5/18/2011 D211142823 28TH ST ROW
City of Fort Worth Chesapeake Exploration,LLC 0.4699 10/13/2011 D212008491 3045 NE 28TH STREET
City of Fort Worth Chesapeake Exploration,LLC 0.215 7/18/2011 D211245965 3324 EASTLAND
City of Fort Worth Chesapeake Exploration,LLC 4.861977 3/23/2010 D210146942 40 OAKS STORM DRAIN
City of Fort Worth Chesapeake Exploration,LLC 0.132 10/27/2011 D211312921 409 S.RAYNER
City of Fort Worth Chesapeake Exploration,LLC 0.0095 12/23/2014 D215048731 4TH&SYLVANIA ROW
City of Fort Worth Chesapeake Exploration,LLC 0.0581 12/23/2014 D215035944 4TH&SYLVANIA TRIANGLE
City of Fort Worth Dale Property Services,L.L.C. 0.3202 12/1/2009 D209323906 ALTAMESA BLVD ROW
City of Fort Worth Chesapeake Exploration,LLC 11.49 11/14/2007 D207455419 ANDERSON-CAMPBELL PARK
City of Fort Worth Dale Property Services,L.L.C. 1.084 8/25/2010 D210234544 ANDREW"DOC"SESSIONS COMMUNITY CENTER
City of Fort Worth Chesapeake Exploration,LLC 0.5 9/11/2008 D208377280 ARNESON PARK
City of Fort Worth Dale Property Services,L.L.C. 0.275 6/1/2010 D210153296 AZLE AVE ROW
City of Fort Worth Chesapeake Exploration,LLC 0.135851 5/1/2009 D209156758 BAKER HEIGHTS BLOCK 18
City of Fort Worth Chesapeake Exploration,LLC 0.312781 6/25/2009 D209229000 BELLAIRE DR ROW
City of Fort Worth Dale Property Services,L.L.C. 0.267 9/8/2010 D210234411 BELMONT PARK ADDN BLK 136-B
City of Fort Worth Dale Property Services,L.L.C. 0.2 11/4/2009 D209297575 BELMONT PARK ADDN,BLK 44 LOT 12
City of Fort Worth Chesapeake Exploration,LLC 0.733 10/19/2011 D211290425 BELMONT PARK ADDN,BLK 86,LOTS 10-17 PARTIAL
City of Fort Worth Chesapeake Exploration,LLC 30.024 10/30/2007 D207426993 BERRY/YUMA YARD
City of Fort Worth Dale Property Services,L.L.C. 0.34 11/3/2008 D209032041 BIRD ST(ADMIN)
City of Fort Worth Chesapeake Exploration,LLC 1.198 8/25/2010 D210274881 BILK 2 N.RIVERSIDE ESTATES
City of Fort Worth Chesapeake Exploration,LLC 1.8927 8/26/2009 D209256632 BLUE BONNET CIRCLE PARK
City of Fort Worth Chesapeake Exploration,LLC 3.7 12/1/2009 D210008609 BONNIE BRAE PARK
City of Fort Worth Dale Resources,L.L.C. 90.996 11/29/2006 D206384776 BRENNAN AVENUE SERVICE CENTER
City of Fort Worth Chesapeake Exploration,LLC 0.439571 12/13/2011 D212028833 BROOKSIDE ANNEX ROW'S
City of Fort Worth Four Sevens Energy Co.,LLC 0.828 3/8/2010 D210101716 BROOKSIDE ANNEX,BLK 1 LOT 16
City of Fort Worth Four Sevens Energy Co.,LLC 0.2307 4/14/2010 D210136881 BROOKSIDE ANNEX,BLK 1,LOT 36
City of Fort Worth Chesapeake Exploration,LLC 0.168 2/5/2013 D213077190 BURCHILL RD ROW
City of Fort Worth Chesapeake Exploration,LLC 79.842 6/1/2010 D210160123 CANDLERIDGE PARK
City of Fort Worth Chesapeake Exploration,LLC 0.412481 10/21/2011 D212075548 CENTREPORT-15101 TRINITY BLVD
City of Fort Worth Chesapeake Exploration,LLC 3.494851 10/21/2011 D212075550 CENTREPORT-15201 FAA BLVD
City of Fort Worth Chesapeake Exploration,LLC 0.998757 10/27/2011 D212075549 CENTREPORT-FRYE ROAD
City of Fort Worth Chesapeake Exploration,LLC 0.626 6/29/2009 D209190492 CENTREPORT 0.626/1.708-100%CFW
Centreport Barnett,LP Chesapeake Exploration,LLC 650 8/24/2007 D207309368 CENTREPORT 650-CENTREPORT BARNETT,LP
City of Fort Worth Four Sevens Energy Co.,LLC 1.675 3/16/2009 D209099346 CHAPIN RD ROW-ADMIN
City of Fort Worth Four Sevens Energy Co.,LLC 0.899 11/4/2009 D209307741 CHURCHILL RD STORM DRAIN
City of Fort Worth Chesapeake Exploration,LLC 15.18 9/18/2008 D208377271 CIRCLE PARK
City of Fort Worth Chesapeake Exploration,LLC 0.2073 5/11/2011 D211143389 CLEAR FORK PUMP STATION
City of Fort Worth Chesapeake Exploration,LLC 152.4438 11/6/2007 D207425260 COBB PARK
City of Fort Worth Chesapeake Exploration,LLC 2.821 2/5/2013 D213077188 COBB PARK II
City of Fort Worth Chesapeake Exploration,LLC 0.344353 3/6/2012 D212111222 COLLEGE HEIGHTS ADDN,BLK 2,LT 14
City of Fort Worth Dale Property Services,L.L.C. 0.696 9/10/2008 D208371282 COOKS LANE ROW-ADMIN
City of Fort Worth Dale Property Services,L.L.C. 0.15 3/8/2010 D210069177 COUNTRYSIDE ADDN PARK
City of Fort Worth Chesapeake Exploration,LLC 16.231 5/11/2011 D211138034 CREEKSIDE PARK
City of Fort Worth Four Sevens Energy Co.,LLC 0.357 10/2/2009 D209286921 CRESTWOOD LOTS
City of Fort Worth Chesapeake Exploration,LLC 1.68 9/18/2008 D208377270 CRESTWOOD PARK
City of Fort Worth Dale Property Services,L.L.C. 3.449 9/22/2010 D210247576 DABNEY PARK
City of Fort Worth Chesapeake Exploration,LLC 11.993 2/6/2012 D212069412 DEER CREEK PARK
City of Fort Worth Chesapeake Exploration,LLC 3.16 5/18/2007 D207209102 DELGA PARK
City of Fort Worth Chesapeake Exploration,LLC 2.576 10/13/2011 D212008492 DRY BRANCH CREEK AT GRACE
City of Fort Worth Chesapeake Exploration,LLC 0.386 11/28/2011 D212016559 DRY BRANCH CREEK CHANNEL
City of Fort Worth Chesapeake Exploration,LLC 2.77 10/30/2007 D207426990 E.LITTLE SURVEY
City of Fort Worth Chesapeake Exploration,LLC 0.601 10/21/2011 D212020035 EARL ST.ROW
City of Fort Worth Chesapeake Exploration,LLC 1.113 11/28/2011 D212006322 EAST BERRY LIBRARY
City of Fort Worth Chesapeake Exploration,LLC 2.57 1/16/2008 D208045526 EAST FREEWAY WATER TOWER
City of Fort Worth Chesapeake Exploration,LLC 4.929 8/4/2011 D211216793 EAST REGIONAL LIBRARY 3
City of Fort Worth Chesapeake Exploration,LLC 0.197 11/29/2011 D212006321 EASTLAND CHANNEL
City of Fort Worth Chesapeake Exploration,LLC 13.5 2/6/2012 D212073229 EASTOVER PARK
City of Fort Worth Dale Resources,L.L.C. 702.65 2/15/2005 D205068294 EASTSIDE PARKS
City of Fort Worth Chesapeake Exploration,LLC 1.32 8/3/2009 D209265662 EASTSIDE PUMP STATION
City of Fort Worth Chesapeake Exploration,LLC 1.434 11/28/2011 D212006323 EASTWOOD ELEVATED WATER TANK
City of Fort Worth Chesapeake Exploration,LLC 0.9183 3/2/2010 D210078222 EDERVILLE PARK
City of Fort Worth Chesapeake Exploration,LLC 0.7594 3/20/2012 D212107014 EDGECLIFF BRANCH CHANNEL
City of Fort Worth Chesapeake Exploration,LLC 10.5146 6/15/2009 D209287250 ELLIS PARK(ADMIN)
City of Fort Worth Chesapeake Exploration,LLC 0.174 7/18/2011 D211245966 EMERSON STREET ROW
City of Fort Worth Chesapeake Exploration,LLC 1.9785 4/7/2010 D210120727 ENGLEWOOD PARK
City of Fort Worth Chesapeake Exploration,LLC 3.54 8/4/2011 D211216794 ENVIRONMENTAL COLLECTION CENTER 3
City of Fort Worth Chesapeake Exploration,LLC 3 5/3/2010 D210123281 EUGENE MCCRAY COMMUNITY CENTER
City of Fort Worth Chesapeake Exploration,LLC 1.619 1/19/2011 D211056307 FAIRFAX CHANNEL
Page 1 of 4
EXHIBIT A
Lessor Original Lessee Acres Lease Date Instrument Recording No. City Lease Name
City of Fort Worth Chesapeake Exploration,LLC 0.4452 10/21/2011 D211273714 FAIRFAX CHANNEL II
City of Fort Worth Chesapeake Exploration,LLC 7.697 5/7/2010 D210138658 FAIRFAX PARK
City of Fort Worth Chesapeake Exploration,LLC 0.243 5/2/2011 D211134887 FAIRLANE CHANNEL
City of Fort Worth Dale Property Services,L.L.C. 1.813 2/2/2009 D209046372 FIRE STATION 03-ADMIN
City of Fort Worth Dale Property Services,L.L.C. 0.913 7/7/2008 D208321919 FIRE STATION 04-ADMIN
City of Fort Worth Four Sevens Energy Co.LLC 0.5739 3/16/2009 D209099348 FIRE STATION 06-ADMIN
City of Fort Worth Chesapeake Exploration,LLC 0.848173 6/25/2009 D209218976 FIRE STATION 11
City of Fort Worth Chesapeake Exploration,LLC 0.858 1/18/2011 D211069401 FIRE STATION 13
City of Fort Worth Dale Property Services,L.L.C. 0.585 3/8/2010 D210069176 FIRE STATION 15
City of Fort Worth Dale Property Services,L.L.C. 0.532 3/23/2009 D209087087 FIRE STATION 17-ADMIN
City of Fort Worth Chesapeake Exploration,LLC 0.69 10/13/2011 D212008493 FIRE STATION 19
City of Fort Worth Chesapeake Exploration,LLC 0.754 5/17/2010 D210176379 FIRE STATION 20-ADMIN
City of Fort Worth Chesapeake Exploration,LLC 0.619 2/2/2009 D209085765 FIRE STATION 21-ADMIN
City of Fort Worth Dale Property Services,L.L.C. 0.867 9/8/2010 D210235851 FIRE STATION 22
City of Fort Worth Four Sevens Energy Co.,LLC 0.6907 3/27/2009 D209099349 FIRE STATION 23-ADMIN
City of Fort Worth Chesapeake Exploration,LLC 0.6893 3/20/2012 D212107013 FIRE STATION 24#2
City of Fort Worth Chesapeake Exploration,LLC 0.523002 12/19/2011 D212050301 FIRE STATION 30
City of Fort Worth Chesapeake Exploration,LLC 190.1926 5/7/2010 D210131780 FOREST PARK
City of Fort Worth Chesapeake Exploration,LLC 0.000287 12/19/2011 D212067885 GAMBRELL-McCART ROW
City of Fort Worth Chesapeake Exploration,LLC 29.69 7/19/2010 D210234108 GEORGE MARKOS PARK
City of Fort Worth Chesapeake Exploration,LLC 1.2760475 9/12/2008 D208377282 GID HOOPER PARK
City of Fort Worth Dale Property Services,L.L.C. 0.125 12/1/2009 D209330154 GILVIN ST ROW
City of Fort Worth Chesapeake Exploration,LLC 0.0205 5/18/2011 D211146023 GLEN GARDEN ADDITION LOT 18 BLK 12 NW CORNER
City of Fort Worth Chesapeake Exploration,LLC 0.7 5/3/2010 D210132612 GREEN OAKS BLVD EASMENT
City of Fort Worth Chesapeake Exploration,LLC 0.1721 5/18/2010 D210176380 GREENBRIAR ADDN,BLK 2,LT42
City of Fort Worth Chesapeake Exploration,LLC 0.538675 1/18/2011 D211069183 GREENFIELD ACRES STORM DRAIN
City of Fort Worth Chesapeake Exploration,LLC 31.946 10/10/2007 D208025885 GREENWAY PARK
City of Fort Worth Chesapeake Exploration,LLC 22.48 10/27/2011 D211311613 HALLMARK PARK
City of Fort Worth Chesapeake Exploration,LLC 15.45 5/10/2013 D213170343 HANDLEY PARK
City of Fort Worth Chesapeake Exploration Limited Partnership 51.2886 5/29/2007 D207324646 HARMON FIELD PARK
City of Fort Worth Chesapeake Exploration,LLC 0.384 11/5/2012 D213011705 HARTMAN ROW
City of Fort Worth Chesapeake Exploration Limited Partnership 3.65 5/18/2007 D207209103 HELICOPTER PAD/GILLMORE STRIPS ADDITION
City of Fort Worth Chesapeake Exploration,LLC 28.659 10/19/2009 D209310296 HIGHLAND HILLS PARK
City of Fort Worth Chesapeake Exploration,LLC 0.23 9/3/2009 D209276352 HITSON LN ROW
City of Fort Worth Chesapeake Exploration,LLC 74.979599 2/3/2010 D210045748 HOLLY WATER TREATMENT PLANT
City of Fort Worth Chesapeake Exploration,LLC 23.0341 7/19/2010 D210267662 HULEN MEADOWS PARK
City of Fort Worth Dale Resources,L.L.C. 0.98 9/28/2005 D206046297 HUST SURVEY
City of Fort Worth Dale Property Services,L.L.C. 0.818 1/11/2010 D210022635 1-20/1-35 INTERCHANGE ROW
City of Fort Worth Dale Resources,L.L.C. 30.863 4/28/2005 D205144961 1-30&1ST STREET ROW
City of Fort Worth Chesapeake Exploration,LLC 20.1805 11/1/2007 D207426995 1-35 ROW
City of Fort Worth Coyote Petroleum Ventures,LTD 5.99 7/19/2010 D211076131 J.T.HINKLE PARK
City of Fort Worth Chesapeake Exploration,LLC 0.5165 12/4/2009 D210040983 JINKINS HEIGHTS PUMP STATION
City of Fort Worth Chesapeake Exploration,LLC 0.766 7/18/2011 D211258997 JOHN T WHITE&SANDY LANE ROWS
City of Fort Worth Chesapeake Exploration,LLC 2.179 12/29/2011 D212084569 KAYWOOD HEIGHTS
City of Fort Worth Chesapeake Exploration,LLC 1.390995 5/17/2010 D210164196 KEMBLE ST ROW
City of Fort Worth Chesapeake Exploration,LLC 1,302.16 5/13/2011 D211167685 LAKE WORTH ZONE 3A
City of Fort Worth Chesapeake Exploration,LLC 0.06 3/11/2014 D214070563 LAKE WORTH-ELLA YOUNG
City of Fort Worth Chesapeake Exploration,LLC 2.538017 8/26/2010 D210298352 LANCASTER AVE ROW
City of Fort Worth Dale Property Services,L.L.C. 0.17 5/27/2010 D210153295 LEBOW CHANNEL III
City of Fort Worth XTO Energy,Inc. 5.95 11/3/2008 D208452367 LEBOW CHANNEL XTO
City of Fort Worth Dale Property Services,L.L.C. 0.2 5/27/2010 D210153293 LEE AVE STORM DRAIN
City of Fort Worth Chesapeake Exploration,LLC 15.1466 9/29/2008 D208394928 LINCOLN PARK
City of Fort Worth Chesapeake Exploration,LLC 12.337 5/11/2011 D211142824 LINCOLNSHIRE PARK
City of Fort Worth Chesapeake Exploration,LLC 0.9011364 8/26/2009 D209253742 LINWOOD PARK,BLOCK 18&20
City of Fort Worth Dale Property Services,L.L.C. 4.2046 6/4/2009 D209155267 LINWOOD PARK,BLOCK 19
City of Fort Worth Chesapeake Exploration,LLC 0.914 2/8/2012 D212073228 LITTLE JOHN PARK
City of Fort Worth Chesapeake Exploration,LLC 20.738 10/10/2007 D207398919 LITTLE/GILMORE
City of Fort Worth Four Sevens Energy Co.,LLC 0.25 10/30/2009 D209307743 LOT 3,BLOCK V,SUNSET ACRES
City of Fort Worth Dale Property Services,L.L.C. 0.194 5/27/2010 D210153294 LOT 12 BLK 2 MORGAN HEIGHTS
City of Fort Worth Dale Property Services,L.L.C. 0.2 5/27/2010 D210153298 LOT 18 BLK 78 M G ELLIS ADDN
City of Fort Worth Dale Property Services,L.L.C. 0.2 5/27/2010 D210153297 LOT 7 BLK 52 BELMONT PARK
City of Fort Worth Chesapeake Exploration,LLC 1.014472 1/4/2008 D208059781 LOVELL-MONTGOMERY ROW-ADMIN
City of Fort Worth Chesapeake Exploration,LLC 2.262 10/19/2011 D212050302 LUTHER LAKE DAM
City of Fort Worth Chesapeake Exploration,LLC 4 3/15/2010 D210075436 LYNCH SURVEY,TR 2
City of Fort Worth Chesapeake Exploration,LLC 0.9641873 3/20/2012 D212114169 MADDOX PARK#2
City of Fort Worth Dale Resources,L.L.C. 33.5 12/9/2005 D206045860 MALLARD COVE PARK
City of Fort Worth Dale Property Services,L.L.C. 1.0951 2/2/2009 D209051677 MALONE-MOORE ROW
City of Fort Worth Dale Property Services,L.L.C. 0.154 6/1/2010 D210153291 MALONE-MOORE ROW 11
City of Fort Worth Chesapeake Exploration,LLC 5 10/21/2011 D211277320 MARIE F.PATE PARK
City of Fort Worth Chesapeake Exploration,LLC 10.8 9/12/2008 D208377278 MARINE PARK
City of Fort Worth Four Sevens Energy Co.,LLC 1.966 3/16/2009 D209099347 MARQUETTA DR ROW-ADMIN
City of Fort Worth Dale Property Services,L.L.C. 0.252 5/17/2010 D210131208 MARTINDALE ADDN
City of Fort Worth Chesapeake Exploration,LLC 1.3729 10/21/2011 D211273715 MARY HORN SURVEY
City of Fort Worth Chesapeake Exploration,LLC 5.5815 5/8/2014 D214101157 MARY AND MARVIN LEONARD PARK
Page 2 of 4
EXHIBIT A
Lessor Original Lessee Acres Lease Date Instrument Recording No. City Lease Name
City of Fort Worth Chesapeake Exploration,LLC 2.5955 8/2/2010 D210322737 MC CART AVE ROW
City of Fort Worth Chesapeake Exploration,LLC 0.059 7/18/2011 D211245967 MEADOW LAWN BLK 8 PARTIAL
City of Fort Worth Chesapeake Exploration,LLC 0.915 7/18/2011 D211258998 MEADOWBROOK BLVD ROW
City of Fort Worth Chesapeake Exploration,LLC 133.551 5/3/2010 D210131779 MEADOWBROOK GOLF COURSE
City of Fort Worth Chesapeake Exploration,LLC 0.853244 3/12/2010 D210077160 MEADOWBROOK LIBRARY
City of Fort Worth Chesapeake Exploration,LLC 4.679 10/21/2011 D211276547 MEADOWBROOK STORAGE TANK 3
City of Fort Worth Chesapeake Exploration,LLC 0.2933 12/23/2014 D215109551 MILLER ROWS
City of Fort Worth Dale Property Services,L.L.C. 0.1606 4/21/2009 D209113283 MOODY BLOCK 36 LOT 5
City of Fort Worth Dale Property Services,L.L.C. 0.1721 4/21/2009 D209113284 MOODY BLOCK 36 LOT 6
City of Fort Worth Chesapeake Exploration,LLC 3.43 2/8/2012 D212048881;D212055737 MORRIS BERNEY PARK
City of Fort Worth Chesapeake Exploration,LLC 0.198691 12/19/2011 D212075547 MURRAY HILL ADDITION STRIP
City of Fort Worth Chesapeake Exploration,LLC 0.262 10/21/2011 D212020033 N.BEACH ST ROW
City of Fort Worth Chesapeake Exploration,LLC 0.267 8/10/2010 D210242297 N.RIVERSIDE ESTATES Lt 9 BLK 1
City of Fort Worth Chesapeake Exploration,LLC 2.218 10/21/2011 D211311632 N.RIVERSIDE ROW
City of Fort Worth Chesapeake Exploration,LLC 0.7996 7/18/2011 D211255312 NE 23RD ST ROW II
City of Fort Worth Dale Property Services,L.L.C. 0.2724 2/26/2009 D209068817 NE 23RD ST ROW-ADMIN
City of Fort Worth Dale Property Services,L.L.C. 0.5705 6/1/2010 D210153292 NE 28TH ST ROW
City of Fort Worth Chesapeake Exploration,LLC 90.344 9/17/2008 D208377274 NORTHEAST LANDFILL-2
City of Fort Worth Chesapeake Exploration,LLC 4.3 10/30/2007 D207426998 NORTHSIDE DRIVE 4.3 ACRES
City of Fort Worth Chesapeake Exploration,LLC 12.0266 9/18/2008 D208377272 NORTHSIDE PARK
City of Fort Worth Dale Property Services,L.L.C. 3.26 5/27/2010 D210153289 NORTHSIDE POLICE STATION
City of Fort Worth Dale Property Services,L.L.C. 2.34 3/2/2010 D210060397 NORTHSIDE PUMP STATION
City of Fort Worth Dale Property Services,L.L.C. 0.096 3/21/2007 D207128273 OAKHURST PARCEL-ADMIN
City of Fort Worth Chesapeake Exploration,LLC 1.236 1/15/2008 D208091991 OAKHURST PARK
City of Fort Worth Rall Oil&Gas,L.P. 27.6913 3/22/2007 D207157562 OAKMONT LINEAR PARK SOUTH
City of Fort Worth Chesapeake Exploration,LLC 0.247 10/9/2012 D213011706 OAKVIEW ROW
City of Fort Worth Chesapeake Exploration,LLC 0.413224 3/27/2012 D212114168 OLD NORTHSIDE PUMP STATION
City of Fort Worth Chesapeake Exploration,LLC 0.34 8/10/2010 D210267660 PARKWOOD EAST PARK
City of Fort Worth Four Sevens Energy Co.,LLC 1.1662 9/17/2009 D209275317 POINSETTA DR EASEMENT
City of Fort Worth Chesapeake Exploration,LLC 1.2796 3/23/2010 D210111974 POLICE NPD 05(EAST DIV HQ)
City of Fort Worth Chesapeake Exploration,LLC 2.415 6/25/2009 D209223465 POLICE NPD 6
City of Fort Worth Four Sevens Energy Co.,LLC 1.213 2/25/2009 D209099344 POLICE NPD 9-ADMIN
City of Fort Worth Dale Resources,L.L.C. 10.887 8/22/2006 D206334298 POLICE POUND
City of Fort Worth Chesapeake Exploration,LLC 0.673553 4/4/2012 D212119766 POLYTECHNIC CHILD DEVELOPMENT CENTER
City of Fort Worth Chesapeake Exploration,LLC 39.56 6/7/2007 D207261353 PRAIRIE DOG PARK
City of Fort Worth Chesapeake Exploration,LLC 2.720118 8/25/2010 D210286987 PURINGTON AVE STORM DRAIN
City of Fort Worth Rall Oil&Gas,L.P. 7.329 7/13/2007 D207347684 QUAIL RIDGE PARK
City of Fort Worth Chesapeake Exploration,LLC 0.086 12/13/2011 D212044232 RAMEY AVE ROW
City of Fort Worth Chesapeake Exploration,LLC 0.571 1/17/2008 D208136061 RANDOLL MILL RD ROW-ADMIN
City of Fort Worth Chesapeake Exploration,LLC 6.53 3/2/2010 D210077158 RIDGLEA HILLS PARK
City of Fort Worth Chesapeake Exploration,LLC 1.9854 12/29/2011 D212013170;D212023172 RIDGLEA LIBRARY 2
City of Fort Worth Dale Resources,L.L.C. 4.503 8/22/2006 D206286216 RIVER TRAILS PARK
City of Fort Worth Chesapeake Exploration,LLC 22.871 10/10/2007 D207398917 RIVERSIDE PARK
City of Fort Worth Chesapeake Exploration,LLC 5.5 10/10/2007 D207398916 RIVERSIDE PARK-SOUTH END
City of Fort Worth Chesapeake Exploration,LLC 389.233 11/14/2007 D208005706 ROCKWOOD PARK AND GOLF COURSE
City of Fort Worth Chesapeake Exploration,LLC 0.1348 3/12/2010 D210075435 ROSELAND ADDN,LOT
City of Fort Worth Dale Property Services,L.L.C. 0.195 3/15/2010 D210069178 ROSEN HEIGHTS,BLK 195,LOT 4
City of Fort Worth Chesapeake Exploration,LLC 4.568 4/4/2012 D212165501 S.HAMPSHIRE BLVD ROW 11
City of Fort Worth Chesapeake Exploration,LLC 1.136042 8/25/2010 D210286986 S.HAMPSHIRE BLVD.ROW
City of Fort Worth Chesapeake Exploration,LLC 0.044196 7/13/2010 D210250908 S.HEMPHILLST ROW
City of Fort Worth Chesapeake Exploration,LLC 1.4983 9/22/2010 D210267659 SAGAMORE HILLS PARK
City of Fort Worth Dale Property Services,L.L.C. 0.75 2/25/2009 D209068816 SALAZAR UNIT-ADMIN
City of Fort Worth Four Sevens Energy Co.,LLC 0.082 11/16/2009 D209325629 SAM CALLOWAY RD ROW
City of Fort Worth Chesapeake Exploration,LLC 26.5 9/12/2008 D208377279 SANDY LANE PARK
City of Fort Worth Chesapeake Exploration,LLC 4.80506 2/8/2012 D212098360 SASHA UNIT MISC ROWS
City of Fort Worth Chesapeake Exploration,LLC 10.4 7/19/2010 D210231307;D210231304 SETTLEMENT PLAZA PARK
City of Fort Worth Chesapeake Exploration,LLC 10 6/6/2013 D213233008 SHACKLEFORD PARK
City of Fort Worth Chesapeake Exploration,LLC 3.7703 9/28/2007 D207398712 SMITH WILEMON PARK-WHITE HILLS ADDN 2
City of Fort Worth Dale Property Services,L.L.C. 3.52 9/22/2010 D210247575 SOUTH MEADOWS PARK
City of Fort Worth Chesapeake Exploration,LLC 15.9779 7/19/2010 D210267661 SOUTHCREEK PARK
City of Fort Worth Dale Property Services,L.L.C. 2.046 3/2/2010 D210052801 SOUTHRIDGE PARK
City of Fort Worth Four Sevens Energy Co.,LLC 76.697 4/10/2006 D206120901 SOUTHWEST COMMUNITY PARK
City of Fort Worth Chesapeake Exploration,LLC 19.828 11/11/2010 D211015457 SOUTHSIDE SERVICE CENTER
City of Fort Worth Four Sevens Energy Co.,LLC 822.08708 12/27/2005 D206004597 SPINKS AIRPORT
City of Fort Worth Chesapeake Exploration,LLC 4.527 3/2/2010 D210095246 SPRINGDALE PARK
City of Fort Worth Chesapeake Exploration,LLC 4.93 10/2/2009 D209310291 STAGECOACH PUMP STATION
City of Fort Worth Chesapeake Exploration,LLC 5.372 1/4/2010 D210031281 STEPHENS PARK&SEMINARY WATER TOWER
City of Fort Worth Dale Property Services,L.L.C. 3.1277 6/9/2009 D209168048 STOCKYARDS 3.1277(ADMIN)
City of Fort Worth Dale Property Services,L.L.C. 0.285 1/27/2010 D210044091 STOCKYARDS II
City of Fort Worth Chesapeake Exploration,LLC 0.60353 5/7/2010 D210134272 STONE ROAD DRAINAGE EASEMENT
City of Fort Worth Chesapeake Exploration,LLC 0.5830813 3/31/2010 D210106294 SUMMER CREEK PARK
City of Fort Worth Chesapeake Exploration,LLC 7.6 9/12/2008 D208377283 SUNSET HILLS PARK
City of Fort Worth Chesapeake Exploration,LLC 28.164 10/10/2007 D207398920 SYCAMORE CREEK GOLF COURSE
City of Fort Worth Chesapeake Exploration,LLC 93.769 8/3/2009 D209238061 SYCAMORE PARK
Page 3 of 4
EXHIBIT A
Lessor Original Lessee Acres Lease Date Instrument Recording No. City Lease Name
City of Fort Worth Chesapeake Exploration,LLC 28.511 12/8/2011 D212023604 SYLVANIA PARK
City of Fort Worth Chesapeake Exploration,LLC 3.76 3/31/2010 D210144417 THORNY RIDGE PARK
See Attached Legal
City of Fort Worth Chesapeake Exploration,LLC 7.6333791 7/19/2010 Description TITUS PAULSEL PARK
City of Fort Worth Dale Property Services,L.L.C. 25.738 4/21/2009 D209118855 TRAIL DRIVERS PARK-NORTH
City of Fort Worth Dale Resources,L.L.C. 36.4 1/24/2007 D207045181 TRAIL DRIVERS PARK-SOUTH
City of Fort Worth Chesapeake Exploration,LLC 6.086 9/17/2008 D208366320 TRINITY BLVD ROW
City of Fort Worth Chesapeake Exploration,LLC 18.3 5/3/2010 D210177521 TRINITY RIVER
- City of Fort Worth Four Sevens Energy Co.,LLC 0.4443 11/4/2009 D209307742 TROY COURT EASEMENT
City of Fort Worth Chesapeake Exploration,LLC 0.024 12/13/2011 D212084568 TRUE ACRES TRIANGLE
City of Fort Worth Chesapeake Exploration,LLC 0.8084 5/12/2015 D215159084 TRUELAND WATER TANK
City of Fort Worth Chesapeake Exploration,LLC 4.505801 7/13/2010 D210234109 UNIVERSITY DRIVE ROW I
City of Fort Worth Chesapeake Exploration,LLC 4.03 6/7/2007 D207278427 UNIVERSITY NORTH/TRINITY
City of Fort Worth Chesapeake Exploration,LLC 0.20087 4/4/2012 D212132842 VAN HORN,BLK L,LOT 14
City of Fort Worth Chesapeake Exploration,LLC 0.169 2/5/2013 D213077189 VAUGHN BLVD ROW
City of Fort Worth Four Sevens Energy Co.,LLC 0.52 3/31/2010 D210129492 VETERANS MEMORIAL PARK
City of Fort Worth Chesapeake Exploration,LLC 30.02 5/3/2010 D210131781 VILLAGE CREEK PARK
City of Fort Worth Chesapeake Exploration,LLC 18.194 11/6/2007 D207433232 W H LITTLE SURVEY
City of Fort Worth Chesapeake Exploration,LLC 7.347274 2/20/2008 D208082557 W VICKERY ROW(FACTORY PLACE ADDN)
City of Fort Worth Four Sevens Energy Co.,LLC 1.238 3/8/2010 D210093802 WAVERLY PARK STORM DRAIN
City of Fort Worth Chesapeake Exploration,LLC 2.1568 3/23/2010 D210125198 WEST BANK CIRCLE
City of Fort Worth Chesapeake Exploration,LLC 0.775 12/8/2011 D212015773 WEST FREEWAY WATER TOWER 2
City of Fort Worth Four Sevens Energy Co.,LLC 1.074 11/4/2009 D209307744 WHITE OAKS STORM DRAIN
City of Fort Worth Chesapeake Exploration,LLC 4 5/27/2014 D214140989 WICHITA STREET ROW
City of Fort Worth Chesapeake Exploration,LLC 0.172 7/18/2011 D211222780 WILDCAT BRANCH CHANNEL
City of Fort Worth Chesapeake Exploration,LLC 0.21 8/8/2013 D213299413 WILHELM ST ROW
City of Fort Worth Chesapeake Exploration,LLC 8.677 5/11/2011 D211134888 WILLOWCREEK PARK
City of Fort Worth Chesapeake Exploration,LLC 11.95892 10/3/2011 D211261892 WOODHAVEN COUNTRY CLUB ESTATES,LOT 1,BLK 14A
City of Fort Worth Chesapeake Exploration,LLC 0.674 10/2/2009 D209312755 WORTH HEIGHTS COMMUNITY CENTER
City of Fort Worth Chesapeake Exploration,LLC 1.269 8/26/2009 D209253213 WORTH HILLS PARK
City of Fort Worth Chesapeake Exploration,LLC 0.076 10/9/2012 D213011707 WREAY ROW
City of Fort Worth Chesapeake Exploration,LLC 0.003 1/18/2011 D211066867 YEAGER ST ROW
City of Fort Worth Chesapeake Exploration,LLC 144.446 8/15/2012 D212264962 Z BOAZ NORTH(GOLF COURSE)
City of Fort Worth Chesapeake Exploration,LLC 1.532 8/2/2010 D210247413 Z BOAZ PLACE TRIANGLE
Page 4 of 4
TITUS PAULSEL PARK LEASE LEGAL DESCRIPTION:
Description of Property:
7.63337906 acres, more or less, better described in the following fourteen (14)tracts:
1. 0.28696051 acres, more or less, being Lots 11 & 12, Block 119, Polytechnic Heights Addition to
the City of Fort Worth,Tarrant County,Texas, being part of the J.W.Sublet Survey,Abstract
Number 1409, according to plat recorded Volume 63, Page 109, Deed Records of Tarrant
County,Texas.
2. 5.22291073 acres, more or less, being Lots 1 through 9, Block 118 and Lots 1 through 10, Block
119, Polytechnic Heights Addition to the City of Fort Worth,Tarrant County,Texas, being part of
the J.W.Sublet Survey,Abstract Number 1409, according to plat recorded Volume 63, Page 109,
Deed Records of Tarrant County,Texas.
AND
Lots 1 through 5 and Lots 8 through 12, Block C, Millett Addition to the City of Fort Worth,
Tarrant County,Texas, being part of the J.Tuell Survey,Abstract Number 1530, according to
plat recorded Volume 204, Page 44, Deed Records of Tarrant County,Texas.
3. 0.20087236 acres, more or less, being Lot S, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County,Texas, being part of the W. McKinney Survey,Abstract Number
1286,according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
4. 0.17217631 acres, more or less, being Lot R, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County,Texas, being part of the W. McKinney Survey,Abstract Number
1286,according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
5. 0.17217631 acres, more or less, being Lot Q Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County,Texas, being part of the W. McKinney Survey,Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
6. 0.17217631 acres, more or less, being Lot P, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County,Texas, being part of the W. McKinney Survey,Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
7. 0.17217631 acres, more or less, being Lot 0, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County,Texas, being part of the W. McKinney Survey,Abstract Number
1286,according to plat recorded Volume 388-0, Page 291, Deed Records of Tarrant County,
Texas.
Titus Paulsel Park Legal Description-Page 1 of 2
8. 0.17217631 acres, more or less, being Lot N, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County,Texas, being part of the W. McKinney Survey,Abstract Number
1286,according to plat recorded Volume 388-0, Page 291, Deed Records of Tarrant County,
Texas.
9. 0.17217631 acres, more or less, being Lot M, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County,Texas, being part of the W. McKinney Survey,Abstract Number
1286, according to plat recorded Volume 388-0, Page 291, Deed Records of Tarrant County,
Texas.
10. 0.17217631 acres, more or less, being Lot L, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County,Texas, being part of the W. McKinney Survey,Abstract Number
1286, according to plat recorded Volume 388-0, Page 291, Deed Records of Tarrant County,
Texas.
11. 0.17217631 acres, more or less, being Lot K, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County,Texas, being part of the W. McKinney Survey,Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
12. 0.20087236 acres, more or less, being Lot A, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County,Texas, being part of the W. McKinney Survey,Abstract Number
1286,according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
13. 0.17217631 acres, more or less, being Lot B, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County,Texas, being part of the W. McKinney Survey,Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
14. 0.17217631 acres, more or less, being Lot C, Block 112, Polytechnic Heights Addition to the City
of Fort Worth,Tarrant County,Texas, being part of the W. McKinney Survey,Abstract Number
1286, according to plat recorded Volume 388-Q, Page 291, Deed Records of Tarrant County,
Texas.
Titus Paulsel Park Legal Description—Page 2 of 2
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoRTIVORT11
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: NON- 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 1/18/2017
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 Account Project Program Activity Budget 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.pdf
Total Settlement Resolution.doc
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22147&councildate=3/22/2016 1/18/2017