HomeMy WebLinkAboutContract 39718C�Ty SECRETARY'
�oNTRACT NO.
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SETTLEMENT AND RELEASE AGREEMENT
This Settlement and Release Agreement (the "Settlement Agreement") is made this
'day of , 204by and between the 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 y") acting by and thfough its duly authorized
Assistant City Manager, and CHESAPEAKE OPERATING, INC., an Oklahoma corporation,
(hereinafter referred to as "Chesapeake"), and a producer of natural gas and a wholly -owned
subsidiary of Chesapeake Energy Corporation
RECITALS
WHEREAS, Chesapeake Operating, lne. operates two gas well sites in southwest Fort
Worth known as the Sabre site located northeast of the Risinger Road and Hulen Street
intersection and the Peaceful site generally located southeast of the Sycamore School Road and
Crowley Road intersection, both sites being located in Council District 6; and
WHEREAS, in August 2008, contractors working for Chesapeake clear cut both sites
removing a total of 231 trees (60 on the Sabre site and 171 on the Peaceful site) in violation of
the City's Tree Ordinance No. 1722840-2006; and
WHEREAS, per the ordinance, the calculation for the penalty for removal of trees on
both sites totaled $419,200.00 and demand was made on Chesapeake in September, 2008 for
payment of the penalties,
WHEREAS, Chesapeake disputed the violation and arrived at a different conclusion than
the City; and
WHEREAS, to forever settle claims regarding the tree removal penalties due the City for
these two sites, Chesapeake Energy proposes that they plant 490 trees in 18 medians, provide
irrigation and maintenance and guarantee the survival of the trees for two years in lieu of
payment into the tree fund; and
City of Fort Worth
Settlement and Release Agreement
7
OFFICIAL, RECORD
CITY SECRETARY
FT. WORTH, TX
WHEREAS, the City and Chesapeake now desire to conclude, settle, release and
discharge once and forever, all rights, claims, causes of actions, liabilities, disputes and demands
relating to the City's claims for penalties due the City from Chesapeake for illegal tree removal
on the Sabre and Peaceful well sites;
NOW THEREFORE, in consideration of the foregoing, and in consideration of the
mutual promises and obligations hereinafter set forth, and for good and valuable mutual
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this
Settlement Agreement hereto agree as follows:
AGREEMENT
1. SETTLEMENT TERMS
The City and Chesapeake have agreed that Chesapeake shall plant and maintain 400
canopy and 90 ornamental trees in 18 medians, provide irrigation in 18 medians and guarantee
the survival of all the trees for two years in full settlement of past claims regarding violations of
the City's Tree Ordinance on the Sabre and Peaceful gas well sites. The trees shall be planted,
irrigated and maintained, as outlined in Exhibit "A", attached and incorporated into this
Agreement for all purposes, on the following medians:
West Risinger
1 median between Brewer Boulevard and Summer Creek Drive
3 medians east of Summer Creek Drive
Summer Creek Drive
1 fikture median between West Risinger and Quail Feather Drive
1 future median between Quail Feather Road and Summer Park Drive
2 medians between Summer Park Drive and Wildflower Way
2 medians between Wildflower Way and Columbus Trail
1 median between Columbus Trail and Sycamore School Road
1 median between Sycamore School Road and Meadow Valley
2 medians between Meadow Valley Road and Appalachian Way
2 medians between Appalachian Way and Alta Mesa Boulevard
Sycamore School Road
1 median east of Summer Creek Drive
1 median west of Summer Creek Drive
City of Fora worth 2
Settlement and Release Agreement
Subject to delay caused by City, Chesapeake agrees to complete the planting of the trees
per this Agreement within seventy-five (75) days after receipt of the executed Settlement
Agreement ftom the City and in compliance with Exhibit "B" hereby made a part of this
Agreement for all purposes. It is expressly understood and agreed that the Settlement Amount
represents -Rill and complete satisfaction and compromise of any and all claims, actions, causes
of action, controversies, demands, damages, debts, agreements, obligations, liabilities, interest,
liens, expenses, costs, attorney's fees and demands of any kind or nature, known or unknown,
arising out of or in any way related to the City's claims for violation of the City's Tree
Ordinance on the Sabre and Peaceful gas well sites in August, 2008. Notwithstanding any
provision of this Settlement Agreement, the parties hereby acknowledge and agree that any
future violations of the Tree Ordinance on either site may be recovered by the City in accordance
with applicable City ordinances.
The total amount of the design, contingencies, landscape and construction of the
irrigation shall be $378,136.00. If for any reason the total costs of the design, contingencies,
landscape and the construction of the irrigation as outlined in Exhibit "A" is less than
$378,136.00, the remaining balance shall be paid into the City's tree fund or used for additional
tree plantings at the discretion and approval of the City.
Within thirty (30) days of the execution of this agreement, Chesapeake shall deliver three
{3) copies of the final design plans to the City. Chesapeake shall not begin work until the final
design plans have been approved by the City.
2. RELEASE OF CLAIMS
For the consideration set forth in this Settlement Agreement, the City does hereby release
and forever discharge Chesapeake, and its parents, subsidiaries, related affiliates and their
respective officers, directors, shareholders, owners, partners, employees, agents, contractors,
representatives, predecessors, successors, assigns, insurers and attorneys, and each of them, from
any and all claims, demands, actions, causes of action, liabilities, obligations, losses, accounts,
debts, damages, judgments, costs, interest, expenses, attorney's fees and demands of any kind or
nature, known or unknown, arising out of or in any way related to the City's claim for penalties
arising out of violation of the City's Tree Ordinance on the Sabre and Peaceful gas well sites in
August, 2008. Furthermore, the City expressly agrees that this settlement, and/or the events
City of Fort Worth 3
settlement and Release Agreement
leading up to it, including the dispute with respect to the payment of fees, may not be used in any
way in any subsequent judicial or administrative proceeding against Chesapeake other than to
enforce the terms of this Settlement Agreement.
3. VOLUNTARY AGREEMENT
This Settlement Agreement is fieely and voluntarily given by each party, without any
.duress or coercion, and after each party has consulted with its counsel. Each party has carefully
and completely read all of the terms and provisions of this Settlement Agreement. It is
understood and agreed by the City and Chesapeake that nothing herein shall be deemed to be an
admission of liability by Chesapeake with respect to the matter of this Settlement Agreement.
4. AUTHORITY AND BINDING EFFECT
City and Chesapeake represent and warrant to the other that each has the legal right,
power and authority to enter into this Settlement Agreement and to perform its obligations
hereunder, This Settlement Agreement will inure to the benefit of and be binding upon the
parties and their respective successors and assigns. The parties for themselves and their
respective successors and assigns agree to join in or execute any instruments and to do any other
act or thing necessary or proper to carry into effect this or any part of this Settlement Agreement.
5. ENTIRE AGREEMENT
This Settlement Agreement sets forth the entire agreement between the City and
Chesapeake relating to the subject matter of this Settlement Agreement.
6. GOVERNING LAW
This Settlement Agreement, and any controversies arising hereunder, shall be interpreted
in accordance with the laws of the State of Texas and adjudicated in a state or federal court of
competent jurisdiction located in the State of Texas.
IN WITNESS �4'IIEREOF, the parties have executed this Settlement Agreement as
their free and voluntary acts and deeds, effective as of the date first above written.
city oPrort worn 4
Settlement find Release Agreement
CITY OF FORT WORTH, TEXAS
ASSISTANT 0
STATE OF TI;XA�
ATTORNEY
C�,, 1(�"1 �15
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CHESAPEAKE OPERATING, INC
By:
Henry J. Hoo `
Senior Vice President -Land and Legal
& General Counsel
�e>t�d�ria�, pity Secretary
COUNTY OF TARRANT ���,
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On thep��day of�f�/(/lJI�i2 , 20Q�, before me personally appeared /16f1�U�l� L,D��
and executed this Settlement and Relea Agreement on behalf of the City of Fat Worth.
�� i �
Given under my hand and official seal this Z �► day of,�a�rU�. , 20Q>�
My commission expires:
STATC OF OKLAHOMA
COUNTY OF OKI,AHOMA
On the I� day of
Notary Public
�rQ.wYP°e;�- EVONIA —�
*, ' . DANIELS
;,�.�,�,; MY COMMISSION EXPIRES
(U
209�9, before me personally appeared Henry J, Hood,
rat Counsel and executed this Settlement and Release
Agreement on behalf of Chesapeake Operating, Iuc,
(� �' i�;
Given under my hand and ofFcial seal this � L' day of JU�'� Uvl-[�.`4'�' , 20g9.
�� �gBIE F i��i�/
�`� •••'"�NOT;q•••:��� �'�.� Notary Public
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�' Cophn}�s�sion eXl#i"r��?
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5
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
SECTION 1.
DUTIES AND RESPONSIBILITIES
1.01 CHESAPEAKE OPERATING, INC, shall commence and provide such services in aeeordauce
with this Agreement and its attachments and all applicable laws. In providing such services,
CHESAPEAKE OPERATING, INC. shall take such steps, as are appropriate to ensure that the work
involved is properly coordinated with any related work performed by the City.
1.02 Any work by CHESAPEAKE OPERATING, 1NC. prior to approval by the City may be
ordered stopped at the discretion of the City and subject to removal and replacement by the
CHESAPEAKE OPERATING, INC..
1.03--CHESAPEAKR OPERATING, INC. represents that it has or will secure, at its own expense, all
materials, supplies, machinery, equipment, tools, superintendence, labor, personnel, insurance, and other
accessories and services necessary to provide the following improvements to the Sabre and Peaceful gas
well sites ("Area"):
a. Install and maintain for a hvo year period as further described herein all planting material in
the Area in accordance with the plans proposed by CHESAPEAKE OPERATING, INC, and
as approved by the City.
b. Install, maintain, and operate underground irrigation systems and irrigation system additions
in accordance with the plans proposed by CHESAPEAKE OPERATING, INC. and as
approved by the City. All irrigation systems and system additions shall be installed by a
licensed irrigator, approved by the City. Upon installation, the irrigation systems will
become the property of the City, but shall be entirely maintained by CHESAPEAKE
OPERATING, INC, during the term of this Agreement.
c. As required, CHESAPEAKE OPERATING, INC. shall adhere to the Parks and Community
Services Department's "Water Conservation/Rationing Procedures". CHESAPEAKE
OPERATING, INC. shall supply the City with an irrigation plan not less than 30 days prior to
construction.
d. CHESAPEAKE OPERATING, INC, will provide, at its own expense, all materials,
equipment, and labor necessary to provide water to said trees.
e. Chesapeake Operating, Inc. agrees to provide a minimum of 7 gallons of water per caliper
inch per week throughout the growing season as needed. The watering is to continue for two
years.
f. Chesapeake Operating, Inc, agrees that the trees are and will remain the property of the City.
g. In the event any City owned property such as utilities, equipment, turf, etc. are damaged or
destroyed during watering or maintenance of the planting due to the negligence or acts of
omission of Chesapeake Operating, Inc., Chesapeake Operating, Inc, will be responsible for
the cost of repair or replacement.
h, h•rigation systems shall not run during wet and rainy weather nor shall they be in operation
during freezing temperatures.
i. Pay for all electrical hookups, electricity, water impact, water tap/meter fees, and water.
j. Collect and properly dispose of all trash, garbage, litter, and debris related to the
CHESAPEAKE OPERATING, INC. scope of services under this Agreement.
1.04 In the event that any City -owned property, such as utilities, park development improvements,
equipment, turf, etc., are damaged or destroyed during installation, watering, or maintenance of the
landscape improvements one to negligence or acts of omissions of the CHESAPEAKE OPERATING,
City of Fort Worth %
Settlement and Release Agreement
INC., the CHESAPEAKE OPERATING, INC, shall be solely responsible for all repairs or replacements,
In the event of damage due to acts of the CHESAPEAKE OPERATING, INC., the CHESAPEAKE
OPERATING, INC. shall replace or repair the damage at no cost to the City. The City shall determine
whether any damage has been done, the amount of the damage, the reasonable costs of repairing the
damage, and whether the CHESAPEAKE OPERATING, INC. is responsible. The City shall be the sole
judge of the damage to the premises, in which judgment shall be exercised reasonably. Any damage by
the CHESAPEAKE OPERATING, INC. shall be repaired or replaced by the CHESAPEAKE
OPERATING, INC. to the reasonable satisfaction of the City within thirty days of receipt of written
notification from the City.
- Ors -W LUMV111911 1 1
2.01 CHESAPEAKE OPERATING, INC. shall not make or cause to be made any alterations,
additions, or improvements to City property without the prior written consent of the Director, Parks and
Community Services Department, CHESAPEAKE OPERATING, INC, shall present to the Director
pInns and specifications for such alterations, additions, and improvements at the time such approval is
sought.
2.02 All alterations, additions, and improvements to City property made with the written consent of the
Director, Parks and Community Services Department shall, upon completion and acceptance by the City,
become the property of the City. CHESAPEAKE OPERATING, INC. may be required to remove, at its
expense, any alterations, additions, or improvements not meeting specifications as approved by the City.
S)1CTION 3.
RIGHT OF ACCESS
3.01 City does not relinquish the right to control the management of the Area, or the right to enforce
all necessary and proper rules for the tanagement and operation of the same. City through its Manager,
Parks and Community Services Director, police and fire personnel, and other designated representatives,
has the right at any time to enter any portion of the Area (without causing or constituting a termination of
the use or an interference of the use of the Area by the CHESAPEAKE OPERATING, INC.) for the
purpose of inspecting and maintaining the same and doing any and all activities necessary for the proper
conduct and operation of public property; provided this shall not authorize or empower City to direct the
activities of the CHESAPEAKE OPERATING, INC. or assume liability for CHESAPEAKE
OPERATING, INC. activities.
3.02 The City reserves the right to modify or remove any improvements made by the CHESAPEAKE
OPERATING, INC. as determined necessary by the Director of Pat•ks and Community Services should
any of the following occur,
a. The CHESAPEAKE OPERATING, INC. ceases to maintain the Area according to this
Agreement.
b. The Area becomes a hazard to the general public.
c, The City determines in its sole discretion that another beneficial use for the area exists, to
include, but not limited to, street relocation, street realignment, and the installation of any
public utilities or improvements.
d. The City determines in its sole discretion, to make use of the area for the installation of any
public utilities or improvements.
City ofFori Worth $
Settlement and Release Agrecmcnt
SECTION 4.
IlVDEMNWICATION
4.O1 CHESAPEAKE OPERATING, INC, AGREES TO DEFEND, INDEMNIFY, AND HOLD THE
CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES HARMLESSAGAINSTANYANO ALL CLAIMS,
LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED
TO, THOSE FOR PROPERTYDAMAGE OR LOSS (INCLUD)7GALLEGED DAMAGE OR LOSS TO
OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY,
INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i)
CHESAPEAKE OPERATING, I1VC.'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCOND UCT OF
THE CHESAPEAKE OPERATING, INC., ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES,
CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO
INSTALLATION AND MAINTENANCE OF IMPROVEMENTS IN OR TO THE MEDIANS AND
RIGHTS -OF -WAY LOC4TED WITHIN THE AREA OR THE PERFORMANCE OF THIS
AGREEMENT EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL
NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OR TRONGFUL
WILL ACTS OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE
CONTRACTORS, AND IN - THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OR
WRONGFUL, WILLFUL ACTS OF BOTH THE CHESAPEAKE OPERATING, INC. AND CITY OR ITS
OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, RESPONSIBILITY, IF ANY,
SHALLBEAPPORTIONED COMPARATIVELYINACCORDANCE WITHTHELAWSOFTHESTATE
OF TEXAS,
4.02 CHESAPEAKE OPERATING, INC. covenants and agrees that City shall in no way nor under
any circumstances be responsible for any property belonging to CHESAPEAKE OPERATING, INC., its
members, employees, agents, contractors, subcontractors, invitees, licensees, or trespassers, which maybe
stolen, destroyed, or in any way damaged, and CHESAPEAKE OPERATING, INC. hereby
indemnifies and holds harmless City from and against any and all such claims. The City does not
guarantee police protection and will not be liable for any loss or damage sustained by CHESAPEAKE
OPERATING, INC., its members, employees, agents, contractors, subcontractors, invitees, licensees, or
trespassers on any of the premises.
4.03 It is further agreed that the acceptance of this Release shall not constitute a waiver by the City of
Fort Worth of any defense of governmental inununity, where applicable, or any other defense recognized
by the Statutes and Court decisions of this State,
SECTION 5.
INSURANCE
5.01 CHESAPEAKE OPERATING, INC, shall not commence work under this Agreement until it has
obtained all the insurance required and the City has approved such insurance. CHESAPEAKE
OPERATING, INC. shall be responsible for delivering to the City the CHESAPEAKE OPERATING,
INC. certificate of insurance for approval. CHESAPEAKE OPERATING, INC, shall indicate on the
certificate of insurance whether or not its insurance covers contractors or subcontractors. The insurance
coverage required herein shall include the coverage of all subcontractors, or such subcontractors shall
provide to CHESAPEAKE OPERATING, INC, documentation of insurance reasonably equivalent to that
required of the CHESAPEAKE OPERATING, INC., according to the liability exposures related to the
subcontractors services and/or materials.
City ofFort 1Vorth 9
Settlement and Release Agreement
A. Commercial General Liability bisurance: The CHESAPEAKE OPERATING, INC, shall
procure and maintain a commercial general liability insurance policy in the amount not less
than $1,000,000.00 covering each occurrence.
13. Worker's Compensation Insurance: If the CHESAPEAKE OPERATING, INC. will utilize
employees to perform work within the term and scope of this Agreement, then it shall
maintain statutory Workers Compensation Insurance on all of its employees engaged in work
under this Agreement.
C. Automobile Insurance: The CHESAPEAKE OPERATING, INC. shall procure and maintain
a comprehensive bodily injury and property damage automobile liability policy in the amount
not less than $500,000.00 for each accident. This policy shall cover any automobile used
within the scope of this Agreement.
5.02 The insurance specified in S.O1. hereof shall comply with the following requirements:
a. The City of Fort WortIr, it's Officers, Employees, and Volunteers shall be uanred as
Additional brsureds. Exception: The additional insured requirement does not apply to
Workers' Compensation policies.
b. Thirty (30) day notice of cancellation or non -renewal.
c. Wavier of rights of recovery (subrogation) in favor of the City of Fort Worth.
d. The insurers for all policies must be Iicensed/approved to do business in the State of Texas.
All insurers must have a minimum rating of A: VII in the current A. M. Best Key Rating
Guide or have reasonably equivalent financial strength and solvency to the satisfaction of the
City of Fort Worth Risk Management. If the rating is below that required, written approval
of the City of Fort Worth Risk Management is required.
e. If insurance policies are not written for specified coverage limits, an Umbrella or Excess
Liability insurance for any differences is required. Excess Liability shall follow the form of
the primary coverage. All insurance coverage requirements above may be met by a
combination of self-insurance, primary and excess insurance policies.
£ Unless otherwise stated, all required insurance shall be written on an "occurrence basis". If
coverage is underwritten on a claims -made basis, the retroactive date shall be coincident with
or prior to the date of this Agreement and the certificate of insurance shall state that the
coverage is clalins-made and the retroactive date. The insurance coverage shall be
maintained for the duration of this Agreement. An annual certificate of insurance submitted
to the City shall provide evidence of such insurance coverage.
g. The deductible or self -insured retention (SIR) affecting required insurance coverage shall be
acceptable to and approved in writing by the Risk Manager of the City of Fort Worth in
regards to asset value and stockholders` equity. In lieu of traditional insurance, alternative
coverage maintained through insurance pools or risk retention groups, must also approved by
the Risk Manager of the City of Fort Worth.
h. The City, at its sole discretion, reserves the right to review the insurance requirements and to
make reasonable adjustments to insurance coverages and their limits when deemed necessary
and prudent by the City based upon changes in statutory law, court decision or the claims
history of the industry as well as of the contracting party to the City of Fort Worth, The City
shall be required to provide prior written notice of ninety (90) days.
i. The City shall be entitled, upon request and without expense, to receive copies of policies and
endorsements thereto and may make any reasonable requests for deletion or revision or
modifications of particular policy terms, conditions, limitations, or exclusions except where
policy provisions are established by law or regulations binding upon either party or the
underwriter on any such policies.
Ciry of Fort worth I �
Settlement and Release Agrecmc�t
SECTION 6,
CHARITABLE ORGANIZATION
6.01 CHESAPEAKE OPERATING, INC, agrees that if it is a charitable organization, corporation,
entity or individual enterprise having, claiming or entitled to any immunity, exemption (statutory or
otherwise) or limitation from and against liability for damage or injury to property or persons under the
provisions of the Charitable Immunity and Liability .Act of 1987, C.P.R.C., § 84,001 et seq., or other
applicable law, that CHESAPEAKE OPERATING, INC, hereby expressly waives its right to assert or
plead defensively any such immunity or limitation of liability as against City. If applicable,
CHESAPEAKE OPERATING, INC. annually shall submit proof of 501(c)(3) eligibility to the City.
SECTION 7.
INDEPENDENT CONTRACTOR
7.01 CHESAPEAKE OPERATING, INC, shall perform all work and services hereunder as an
independent contractor, and not as an officer, agent, servant or employee of the City. CHESAPEAKE
OPERATING, INC, shall have exclusive control of, and the exclusive right to control the details of the
work performed hereunder, and all persons performing same, and shall be solely responsible for the acts
and omissions of its officers, agents, employees and subconsultants (or subeo>atractors). Nothing herein
shall be construed as creating a partnership or joint venture between the City and CHESAPEAKE
OPERATING, INC., its officers, agents, employees and subconsultants (or subcontractors), and doctrine
of respondent superior has no application as between the City and CHESAPEAKE OPERATING, INC..
SECTION 8.
LICENSES AND PERMITS
8.01 CHESAPEAKE OPERATING, INC. shall comply with al] federal, state, and local laws, rules,
and regulations, as well as with all regulations, restrictions, and requirements of tite police, fire, and
health departments now or hereafter in effect which are applicable to its operations. CHESAPEAKE
DPERATING, INC. shaft obtain and keep in effect at its own cost and expense all licenses and permits,
and pay all taxes incurred or required in connection with this Agreement and its operations hereunder.
SECTION 9.
LIENS
9.01 The CHESAPEAKE OPERATING, INC. agrees not to take any action that would result in the
creation of any lien on City property. In the event that a lien is filed, as a result of any action of the
CHESAPEAKE OPERATING, INC., the CHESAPEAKE OPERATING, INC. will take all necessary
steps to bond around or remove the lien within 10 days of its filing.
SECTION 10,
NOTICES
10.01 Any notice required shall be sufficient if deposited in the U.S. Mail, postage prepaid,
certified mail, return receipt requested, and addressed to the o#her party as follows:
CITY:
City of Fort Worth
Parks and Community Services Director
4200 South Freeway, Suite 2200
Fort Worth, Texas 76115
City of Fort Worth
11
Settlement and Release Agreemenf
CHESAPEAKE OPERATING, INC.:
Ken Thompson
Manager —Field, Barnett Shale
6100 N. Western Ave.
Oklahoma City, OK 73118
With copy to:
Assistant City Attorney
1000 Throckmorton Street
Fort Worth, Texas 76102
J, Ray Oujesky, Senior Attorney
Chesapeake Energy Corporation
100 Energy Way
Fort Worth, Texas 76102
10.Q2 Mailing of ail notices pursuant to this Section shall be deemed sufficient if mailed postage
prepaid, certified mail, return receipt requested, and addressed as specified above, unless either party has
been notified in writing of any changes to such address(es) or addressee(s). All time periods related to
any notice requirements specified in this Agreement shall commence on the date notice is mailed.
SECTION 11.
SUBLETTING, ASSIGNING, MORTGAGING
11.01 CHESAPEAKE OPERATING, INC, agrees that it will not subcontract or assign all or any part of
its rights, privileges or duties hereunder without the prior written consent of the Director, Parks and
Community Services Department, and any attempted subcontract or assignment of same without such
prior consent of the Director, Parks and Community Services Department, shall be void. Consent shall
not be unreasonably withheld.
11.02 Subject to the limitations contained herein, the covenants, conditions, and agreements made and
entered into by the parties hereunder are declared to be for the benefit of and binding on their respective
successors, representatives, and permitted assigns, if any.
SECTION 12.
WAIVER, SECTION HEADINGS, AND SEV)ERABILITY
12.01 It is agreed that in the event any covenatt, condition, or provision herein contained is held to be
invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision
shall in no way affect any other covenant, condition, or provision herein contained, provided however,
that the invalidity of any such covenant, condition, or provision does not materially prejudice either
CHESAPEAKE OPERATING, INC. or City in connection with the rights and obligations contained in
the valid covenants, conditions, or provisions of this Agreement.
12,02. The waiver by the City of any default or breach of a term, covenant, or condition of this
Agreement shall not be deemed to be a waiver of any other breach of that term, covenant or condition or
any other term, covenant, or condition of this Agreement, regardless of when the breach occurred.
12.03 The headings in this Agreement are inserted for reference only, and shall not define or limit the
provisions hereof• ,
CHE' SAPEATM, O G, INC
By:
ti
Henry J. Hood
Senior Vice President — Land and Legal &
General Counsel
city of Fort Worth 12
Settlement and Release Agreement