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HomeMy WebLinkAboutContract 40052r •. Memorandum of Exchange Agreement STATE OF TEXA5 § COUNTY OF TARRANT § KNOW ALL BY THESE PRESENTS This Memorandum of Exchange Agreement ("Memorandum") is executed to be effective as of -3 aS 2010 (the "Effective Date"), by and among Chesapeake Land Development Company, L.L.C., a Texas limited liability company ("Chesapeake'), and the City of Fort Worth, Texas, a home rule municipal corporation organized under the laws of the State of Texas, (the "City"). WITNESSETH, that: 1. Chesapeake and the City entered into that certain Exchange Agreement ("Exchange Agreement") concerning (among other things) the exchange of certain real property in connection with the Lebow Channel Watershed Improvements Project located in Tarrant County, Texas. On April 14, 2009, the City Council of the City approved the Exchange Agreement and authorized its officials to carry out its term by M&C L-14752. Pursuant to the Exchange Agreement, in exchange for Chesapeake's conveyance to the City of that certain approximately .5 acre tract of real property described in the Exchange Agreement as the Chesapeake Property, and as more particularly described on Exhibit "A" attached hereto and incorporated herein for all purposes, the City agreed, subject to the terms of the Exchange Agreement, to convey to Chesapeake that certain approximately .1549 acre tract described in the Exchange Agreement as the City Property, and as more particularly described on Exhibit "B" attached hereto and incorporated herein for all purposes. 2. Chesapeake and the City hereby execute this Memorandum to provide public notice of the existence of the Exchange Agreement. 3. This Memorandum is subject to all of the terms, conditions and understandings set forth in the Exchange Agreement. In the event of a conflict between the terms and conditions of this Memorandum and the terms and conditions of the actual Exchange Agreement, the terms and conditions of the Exchange Agreement shall prevail. 4. This Memorandum may be executed in multiple counterparts, each of which will, for all purposes, be deemed an original, but which together will constitute one and the same instrument. 1117230_1 [Signatures on following pages] OFFICIAL RECORD CITY SECRETARY T. WORTH, TX IN WITNESS WHEREOF, this Memorandum is executed to be effective as of the Effective Date, Chesapeake Land Development mpany, L.L.C., an Oklahoma limited liability pang By: STATE OF OKLAHOMA § COUNTY OF OKLAHOMA § Henry J. Hooc Land & Legal President Counsel 6 This instrument was acknowledged before me on the day of z4weAr4j._, 2010, by Henry J. Hood, as the Senior Vice President — Land & Legal and General Counsel of Chesapeake Land Development Company, L.L.C., an Oklahoma limited liability company, on behalf of said limited liability company. ' •NpTgRY��'<< # 09008850 N EXP, 10/23/13 �9� ' AUBUG. •�� 1117230_1 Notary Public, State of Oklahoma Printed Name:_ 5v;y 7jfWC My commission expires: •r �3.2��3 The City of Fort Worth, Texas By: Fernando Costa, Assistant City Manager Approved as to Form and Legality: Assistant City THE STATE OF TEXAS § COUNTY OF TARRANT § L� 14A�i L Contract:. Authorizat:iou Attested byo Marty This instrument was acknowledged before me on this day of CA , 2010, by Fernando Costa, Assistant City Manager of the City of Fort Worth, Texas, a municipal corporation, on behalf of the City of Fort Worth, Texas. _;��'•"Yrvy� EVONIADANIELS MY COMMISSION EXPIRES July 10, 2013 r otary Public, State of Texas OFFICIAL RECORD CITY SECRETARY T. WORTH, TX Exhibit To Memorandum of Exchange Agreement Description of the Chesapeake Property Lots 2 & 3 and Lots 10 & 11, Block 10, of W A Archer Addition, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat thereof recorded in Volume 63, Page 72, of the Plat Records of Tarrant County, Texas. 1117230 1 4' Exhibit "B" To Memorandum of Exchange Agreement Description of the City Property Lot 12, Block 2 of the Morgan Heights Addition, City of Fort Worth, Tarrant County, Texas, according to Volume 015794, Page 0207, Deed Records of Tarrant County, Texas. 1117230 I 5 ALAMO TITLE COMPANY �F�DOovo�o3P�-�S� SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. STATE OF TEXAS § § KNOW ALL PEOPLE BY THESE PRESENTS: COUNTY OF TARRANT § That Chesapeake Land Development Company, L.L.C., an Oklahoma limited liability company ("Grantor"), for and in consideration of the sum of Ten Dollars ($10.00) cash and other good and valuable consideration paid by City of Fort Worth, Texas, a home rule municipal corporation ("Grantee"), whose mailing address is 1000 Throckmorton, Fort Worth, Texas 76102, the receipt of which is hereby acknowledged, HAS GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents DOES GRANT, BARGAIN, SELL and CONVEY unto Grantee all that certain tract of land situated in Tarrant County, Texas, and described on Exhibit "A" which is attached hereto and incorporated herein by reference for all purposes, together with all improvements and fixtures thereon and all rights, privileges, easements, benefits and agreements appurtenant thereto (collectively, the "Property"). Grantor hereby reserves, for Grantor and Grantor's successors and assigns, all of Grantor's interest in the oil, gas and other minerals that are in and under and that may be produced from the Property (all of which interests are excluded from the definition of "Property"); provided, however, Grantor shall not have the right to use the surface of the Property for any purpose, including, without limitation, for the purpose of mining, drilling, exploring, operating, and developing such oil, gas and other minerals. Notwithstanding the foregoing, nothing herein shall be construed as preventing Grantor and Grantor's successors and assigns from developing or producing the oil, gas and other minerals in and under the Property by pooling or by directional or horizontal drilling under the Property from well sites located on tracts other than the Property. This conveyance of the Property is made and accepted subject to all exceptions, encumbrances, restrictions, liens, easements, leases, rights, options, reservations, covenants and other matters of record affecting the Property that may exist as of the recordation of this instrument, together with any liens for taxes not yet due and payable, including, but not limited to, subsequent assessments for prior years, with respect to which taxes Grantee hereby expressly assumes the obligation to pay ("Permitted Encumbrances"). TO HAVE AND HOLD the Property, together with all and singular the rights and appurtenances thereunto belonging, unto Grantee, and Grantee's successors and assigns forever, and Grantor binds Grantor, and Grantor's successors and assigns to WARRANT and FOREVER DEFEND, all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, and further subject to the Permitted Encumbrances. [Signature Pages FollorvJ 1117216 1 EXECUTED THIS day of 4 2010. GRANTOR: Chesapeake Land Developme Company, an Oklahoma limited liabilit,. pany Henry J. Hood, 8i r Vice President — Land & Legal and General Counsel STATE OF OKLAHOMA § COUNTY OF OKLAHOMA § This instrument was acknowledged before me on the i day of 120107 by Henry J. Hood, as the Senior Vice President — Land & Legal and General Counsel of Chesapeake Land Development Company, L.L.C., an Oklahoma limited liability company, on behalf of said limited liability company. ;J # 09008850motto EXP. 10/23/13 ffillot Motto �A too 0P ON'''//II%P \\`` Notary Public, State of Oklahoma Printed Name: �. My commission expires: PD/ ACCEPTED ON THE TERMS, CONDITIONAL LIMITATIONS AND RESERVATIONS CONTAINED HEREIN: The City of Fort Worth, Texas By: Fernando Costa, Assistant City Manager Approved as to Form and Legality: City Attorney THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this Y ' 2010, by Fernando Costa, Assistant City Manager of the City of municipal corporation, on behalf of the City of Fort Worth, Texas. Fiz;M is E I DANIELS iit�%?i L.G�1LG MMISSION EXPIRES MY CO July 10, 2013 GRANTEE'S ADDRESS: The City of Fort Worth 1000 Throckmorton Fort Worth, TX 76102 Attention: City Manager day of /��I /' L , Fort Worth, Texas, a otary Public, State of Texas AFTER RECORDING, RETURN TO: The City of Fort Worth 900 Monroe Street, STE 404 Fort Worth, TX 76102 Attention: Lester England r EXHIBIT "A" TO DEED Property Description Lots 2 & 3 and Lots 10 & 11, Block 10, %J W A Archer Addition, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat thereof recorded in Volume 63, Page 72, of the Plat Records of Tarrant County, Texas. Erxchange: Authorized Users Only • . Page 1 of 1 Document Receipt Information Reference Number: ALDAL25-AT0000020387 -Warranty Deed Instrument Number: D210069011 No of Pages: 4 Recorded Date: 3/25/2010 3:19:47 PM County: Tarrant Volume: Page: Recording Fee: $28.00 http://www.erxchange.com/UINiewReceipt.aspx?Document ID=3567339 3/29/2010 Electronically Recorded Tarrant County Texas Official Public Records 3/25/2010 3:19 PM D210069011 00 MCUL 3YARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU AREA NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER, STATE OF TEXAS § § KNOW ALL PEOPLE BY THESE PRESENTS: COUNTY OF TARRANT § That Chesapeake Land Development Company, L.L.C., an Oklahoma limited liability company ("Grantor"), for and in consideration of the sum of Ten Dollars ($10.00) cash and other good and valuable consideration paid by City of Fort Worth, Texas, a home rule municipal corporation ("Grantee' ), whose mailing address is 1000 Throckmorton, Fort Worth, Texas 76102, the receipt of which is hereby acknowledged, HAS GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents DOES GRANT, BARGAIN, SELL and CONVEY unto Grantee all that certain tract of land situated in Tarrant County, Texas, and described on Exhibit� "Al,' which is attached hereto and incorporated herein by reference for all purposes, together with all improvements and fixtures thereon and all rights, privileges, easements, benefits and agreements appurtenant thereto (collectively, the "Property" ). Grantor hereby reserves, for Grantor and Grantor's successors and assigns, all of Grantor's interest in the oil, gas and other minerals that are in and under and that may be produced from the Property (all of which interests are excluded from the definition of "Property")* provided, however, Grantor shall not have the right to use the surface of the Property for any purpose, including, without limitation, for the purpose of mining, drilling, exploring, operating, and developing such oil, gas and other minerals. Notwithstanding the foregoing, nothing herein shall be construed as preventing Grantor and Grantor's successors and assigns from developing or producing the oil, gas and other minerals in and under the Property by pooling or by directional or horizontal drilling under the Property from well sites located on tracts other than the Property. This conveyance of the Property is made and accepted subject to all exceptions, encumbrances, restrictions, liens, easements, leases, rights, optiotts1 reservations, covenants and other matters of record affecting the Property that may exist as of the recordation of this instrument, together with any liens for taxes not yet due and payable, including, but not limited to, subsequent assessments for prior years, with respect to which taxes Grantee hereby expressly assumes the obligation to pay ("Permitted Encumbrances"). TO HAVE AND HOLD the Property, together with all and singular the rights and appurtenances thereunto belonging, unto Grantee, and Grantee's successors and assigns forever, and Grantor binds Grantor, and Grantor's successors and assigns to WARRANT and FOREVER DEFEND, all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, and further subject to the Permitted Encumbrances. [Signature Pages Follow] tti�2c6_1 ALAMO TITLE COMPANY GF lLbAt �S EXCHANGE AGREEMENT STATE OF TEXA5 § COUNTY OF TARRANT § This Exchange Agreement ("Agreement") is made by and between the City of Fort Worth, Texas, a home rule municipal corporation organized under the laws of the State of Texas (the "City"), and Chesapeake Land Development Company, L.L.C., an Oklahoma limited liability company ("Chesapeake"). WHEREAS, in connection with the Lebow Channel Watershed Improvements Project (the "Project"), the City and Chesapeake are exchanging real property, pursuant to plans prepared by the City and the mutual interests of the parties. WHEREAS, the City owns a fee interest in that certain approximately .1549 acre tract, as more particularly described on Exhibit "A" attached hereto and made a part hereof (the "City Property"); and WHEREAS, the City requires from Chesapeake as additional property for the Project, that certain approximately .5 acre tract, as more particularly described on Exhibit `B" attached hereto and made a part hereof (the "Chesapeake Property"); and WHEREAS, the City and Chesapeake have proposed and the parties are considering (i) the conveyance of the Chesapeake Property, having a present fair market value of $223000.00 by Chesapeake to the City, in exchange for (ii) the City's conveyance of the City Property, having a present appraised value of $6,750.00 to Chesapeake; and WHEREAS, the City Property has a present appraised value of $6,750.00, which is less than the present fair market value of the Chesapeake Property that is being conveyed by Chesapeake pursuant to this Agreement; and WHEREAS, the City will convey the City Property pursuant to Section 272.001(b)(3) of the Texas Local Government Code; and NOW, THEREFORE, in consideration of the above premises, the parties hereto agree as follows: 1. Chesapeake has executed a deed in the form attached hereto as Exhibit "C" (the "Chesapeake Deed"), conveying the Chesapeake Property to the City and delivered it to Alamo Title ("Escrow Agent"). The City has executed a deed in the form attached hereto as Exhibit "D" (the "City Deed"), conveying the City Property to Chesapeake and delivered it to the Escrow Agent. The Chesapeake Deed and the City Deed shall be held by the Escrow Agent in accordance with a separate Escrow Agreement ("Escrow Agreement") in the form attached hereto as Exhibit "E", which shall be executed by Chesapeake, the City and Escrow Agent to be effective as of even date herewith. 1 905992_6 I The City shall be responsible for and shall pay the costs of title insurance and other normal closing costs upon the transfers which are related to the conveyance of the Chesapeake Property by Chesapeake to the City. Such title insurance shall be in a form and with title exceptions reasonably acceptable to the City. The City will pay all reasonable title curative expenses incurred in transferring title to the Chesapeake Property from Chesapeake to the City, after review and approval of same. Chesapeake may, at its expense, purchase title insurance covering the City Property. 3. Upon receipt of the executed Chesapeake Deed and executed City Deed, the Escrow Agent will then close this transaction by (i) recording the Chesapeake Deed and the City Deed, in that order, in the Official Public Records of Tarrant County, and thereafter (ii) causing the original Chesapeake Deed to be delivered to the City and the original City Deed to be delivered to Chesapeake. 4. Chesapeake agrees to accept the City Property from the City on an "AS -IS", "WHERE -IS" basis, and Chesapeake hereby releases the City from and agrees that the City shall have no liability to Chesapeake related to the environmental condition to the Property, except to the extent caused by the City. 5. Contemporaneously with the execution of this Agreement, the parties hereto shall execute a Memorandum of Exchange Agreement in the form attached hereto as Exhibit "F" (the "Memorandum"), and such Memorandum shall be recorded in the Official Public Records of Tarrant County, Texas. 6. This Agreement contains a complete expression of the agreement between the parties, and there are no promises, representations or inducements except such as are herein provided. 7. No waiver by the parties hereto of any default or breach of any term, condition or covenant of this Agreement shall be deemed to be a waiver of any subsequent default or breach of the same or any other term, condition or covenant contained herein. Chesapeake may wholly or partially assign its rights hereunder to any affiliate of Chesapeake. Chesapeake shall be relieved of all duties and obligations hereunder once all of its obligations hereunder have been assumed by an affiliate. 8. The terms, conditions and covenants contained in this Agreement shall apply to and inure to the benefit of the parties hereto and their respective successors in interest and legal representatives except as otherwise herein expressly provided. 9. Notices: (a) Any notice required or permitted to be given under this Agreement by one party to the other shall be in writing and the same shall be given and shall be deemed to have been served and given if (i) delivered in person to the address set forth below for the party to whom the notice is given, (ii) placed in the United States mail, return receipt requested, addressed to such party at the address hereinafter specified, or (iii) deposited into the custody of a reputable overnight 2 carrier to be sent by overnight delivery, addressed to such party at the address hereinafter specified. (b) The address of the City for all purposes under this Agreement is: The City of Fort Worth, Texas 1000 Throckmorton Fort Worth, TX 76102 Attention: David Yett, City Attorney (c) The address of Chesapeake for all purposes under this Agreement is: Chesapeake Land Development Company, L.L.C. 6100 N. Western Avenue Oklahoma City, Oklahoma 73118 Attention: Chip Keating With copy to: Kelly Hart &Hallman LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 Attention: Chad Key (d) Any party may change its address or facsimile number for notice purposes upon prior written notice to the other party. 10. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision thereof, and so long as the contemplated exchanges transpire this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 11. The effective date of this Agreement shall be the date that the City executes the Agreement. 12. This Agreement may be executed in a number of identical counterparts, each of which for all purposes, is deemed an original, and all of which constitute, collectively, one agreement, but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. [Signatures on following pages] 3 In witness whereof, Chesapeake his executed this Agreement on this day of 20106 CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C., an Oklahoma limited liability egmpany By: Henry J. Hood, Senioi{yje�President .and & Legal and General Counsel In witness whereof, the City has executed this Agreement on this _ day of , 2010. THE CITY OF FORT WORTH, TEXAS, a home rule municipal corporation organized under the laws of the State of Texas By: Gri,L Name:Fernando Costa Title:Assistant City Manager APPROVED LEGALITY: By: Nai AS TO FORM AND Title: Assistant City Attorney Exhibit "A" Description of the City Property Lot 12, Block 2 of the Morgan Heights Addition, City of Fort Worth, Tarrant County, Texas, according to Volume 015794, Page 0207, Deed Records of Tarrant County, Texas. 905992_6 Exhibit Description of the Chesapeake Property Lots 2 & 3 and Lots 10 & 11, Block 10, of W A Archer Addition, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat thereof recorded in Volume 63, Page 72, of the Plat Records of Tarrant County, Texas. 1117195 1 7 Exhibit "C" Form of Chesapeake Deed SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. STATE OF TEXAS § § KNOW ALL PEOPLE BY THESE PRESENTS: COUNTY OF TARRANT § That Chesapeake Land Development Company, L.L.C., an Oklahoma limited liability company ("Grantor"), for and in consideration of the sum of Ten Dollars ($10.00) cash and other good and valuable consideration paid by City of Fort Worth, Texas, a home rule municipal corporation ("Grantee"), whose mailing address is 1000 Throckmorton, Fort Worth, Texas 76102, the receipt of which is hereby acknowledged, HAS GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents DOES GRANT, BARGAIN, SELL and CONVEY unto Grantee all that certain tract of land situated in Tarrant County, Texas, and described on Exhibit "A" which is attached hereto and incorporated herein by reference for all purposes, together with all improvements and fixtures thereon and all rights, privileges, easements, benefits and agreements appurtenant thereto (collectively, the "Property"). Grantor hereby reserves, for Grantor and Grantor's successors and assigns, all of Grantor's interest in the oil, gas and other minerals that are in and under and that may be produced from the Property (all of which interests are excluded from the definition of "Property"); provided, however, Grantor shall not have the right to use the surface of the Property for any purpose, including, without limitation, for the purpose of mining, drilling, exploring, operating, and developing such oil, gas and other minerals. Notwithstanding the foregoing, nothing herein shall be construed as preventing Grantor and Grantor's successors and assigns from developing or producing the oil, gas and other minerals in and under the Property by pooling or by directional or horizontal drilling under the Property from well sites located on tracts other than the Property. This conveyance of the Property is made and accepted subject to all exceptions, encumbrances, restrictions, liens, easements, leases, rights, options, reservations, covenants and other matters of record affecting the Property that may exist as of the recordation of this instrument, together with any liens for taxes not yet due and payable, including, but not limited to, subsequent assessments for prior years, with respect to which taxes Grantee hereby expressly assumes the obligation to pay ("Permitted Encumbrances"). TO HAVE AND HOLD the Property, together with all and singular the rights and appurtenances thereunto belonging, unto Grantee, and Grantee's successors and assigns forever, and Grantor binds Grantor, and Grantor's successors and assigns to WARRANT and FOREVER DEFEND, all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, and further subject to the Permitted Encumbrances. 1117195 1 8 EXECUTED THIS day of , 2010. GRANTOR: Chesapeake Land Development Company, L.L.C., an Oklahoma limited liability company By: Henry J. Hood, Senior Vice President — T --_A 03T _�. l ., A n..«,.....1 n....«ri..l STATE OF COUNTYC This Henry J. He Developmer liability corn 1117195 1 9 O10, by ke Land ted ACCEPTED ON THE TERMS, CONDITIONAL LIMITATIONS AND RESERVATIONS CONTAINED HEREIN: The City of Fort Worth, Texas By: Assistant City THE I.a This instrument v 2010, by Fernando Cost municipal corporation, o GRANTEE'S ADDRESS: The City of Fort Worth 1000 Throckmorton Fort Worth, TX 76102 Attention: City Manager knowledged before me on this s Kant City Manager of the City f of the City of Fort Worth, Texas. of Fort Worth, Texas, a Notary Public, State of Texas AFTER RECORDING, RETURN TO: The City of Fort Worth 900 Monroe Street, STE 404 Fort Worth, TX 76102 Attention: Lester England EXHIBIT "A" TO DEED Property Description Lots 2 & 3 and Lots 10 & 11, Block 10 W A Archer Addition, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat thereof recorded in Volume 63, Page 72, of the Plat Records of Tarrant County, Texas. Form of City's Deed SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. STATE OF TEXAS § § KNOW ALL PEOPLE BY THESE PRESENTS: COUNTY OF TARRANT § That City of Fort Worth, Texas, a home rule municipal corporation ("Grantor"), for and in consideration of the sum of Ten Dollars ($10.00) cash and other good and valuable consideration paid by Chesapeake Land Development Company, L.L.C., an Oklahoma limited liability company ("Grantee"), whose mailing address is 6100 N. Western Avenue, Oklahoma City, Oklahoma 73118, the receipt of which is hereby acknowledged, HAS GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents DOES GRANT, BARGAIN, SELL and CONVEY unto Grantee all that certain tract of land situated in Tarrant County, Texas, and described on Exhibit "A" which is attached hereto and incorporated herein by reference for all purposes, together with all improvements and fixtures thereon and all rights, privileges, easements, benefits and agreements appurtenant thereto (collectively, the "Property"). Grantor hereby reserves, for Grantor and Grantor's successors and assigns, all of Grantor's interest in the oil, gas and other minerals that are in and under and that may be produced from the Property (all of which interests are excluded from the definition of "Property"); provided, however, Grantor shall not have the right to use the surface of the Property for any purpose, including, without limitation, for the purpose of mining, drilling, exploring, operating, and developing such oil, gas and other minerals. Notwithstanding the foregoing, nothing herein shall be construed as preventing Grantor and Grantor's successors and assigns from developing or producing the oil, gas and other minerals in and under the Property by pooling or by directional or horizontal drilling under the Property from well sites located on tracts other than the Property. This conveyance of the Property is made and accepted subject to all exceptions, encumbrances, restrictions, liens, easements, leases, rights, options, reservations, covenants and other matters of record affecting the Property that may exist as of the recordation of this instrument, together with any liens for taxes not yet due and payable, including, but not limited to, subsequent assessments for prior years, with respect to which taxes Grantee hereby expressly assumes the obligation to pay ("Permitted Encumbrances"). TO HAVE AND HOLD the Property, together with all and singular the rights and appurtenances thereunto belonging, unto Grantee, and Grantee's successors and assigns forever, and Grantor binds Grantor, and Grantor's successors and assigns to WARRANT and FOREVER DEFEND, all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, and further subject to the Permitted Encumbrances. EXECUTED THIS day of Assistant City Attorney THE STATE OF TEXAS COUNTY OF T This instrument was ackno 20109 by Fernando Costa, Assist municipal corporation, on behalf of AFTER RECORDING, RETURN TO: Mr. Matt Cooper Kelly Hart &Hallman, LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 2010. GRANTOR: The City of Fort Wog a home rule municipal day of ;er of the City of Fort Worth, Worth, Texas. Notary Public, State of Texas EXHIBIT "A" TO DEED Property Description Lot 125 Block 2 of the Morgan Heights Addition, City of Fort Worth, Tarrant County, Texas, according to Volume 015794, Page 0207, Deed Records of Tarrant County, Texas. Exhibit "E" Form of Escrow Agreement ESCROW AGREEMENT THIS ESCROW AGREEMENT ("Escrow Agreement") is entered into by and among Chesapeake Land Development Company, L.L.C., an Oklahoma limited liability company ("Chesapeake"), the City of Fort Worth, Texas, a home rule municipal corporation organized under the laws of the State of Texas ("City"), and Alamo Title ("Escrow Agent"), to be effective as of the _ day of , 2010 (the "Effective Date"). WITNESSETH WHEREAS, Chesapeake and the City have reached an agreement which contemplates that the City and Chesapeake are exchanging property, pursuant to plans prepared by the City and the mutual interests of the parties in connection with the Lebow Channel Watershed Improvements Project (the "Project"); and WHEREAS, Chesapeake and the City have entered into that certain Exchange Agreement dated of even date herewith (the "Exchange Agreement"). The capitalized terms not otherwise defined herein shall have the same meanings as in the Exchange Agreement; and WHEREAS, pursuant to the Exchange Agreement, the parties thereto contemplate that the City and Chesapeake are exchanging real property, pursuant to plans prepared by the City and the mutual interests of the parties; and WHEREAS, pursuant to the Exchange Agreement, the parties have agreed to place the following documents into escrow (collectively, the "Escrowed Deeds"): (i) the Chesapeake Deed, fully executed and notarized by Chesapeake and (ii) the City Deed, fully executed and notarized by the City. The parties agree that the Escrowed Deeds will be held in escrow until the earlier of (a) Escrow Agent's receipt of the executed Chesapeake Deed and the executed City Deed, or (b) the date on which a determination is made that the exchange contemplated by this Agreement will not transpire and Escrow Agent receives written instructions signed by the City and Chesapeake instructing the Escrow Agent to release the Escrowed Deeds; and WHEREAS, the City and Chesapeake have approached Escrow Agent to hold such documents in escrow in accordance with the terms hereof; and Escrow Agent has agreed to act as escrow agent, subject to the terms and provisions hereinafter set forth. NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties, in reliance upon the representations, warranties, covenants, obligations and agreements set forth herein agree as follows: 1. Contemporaneous Deliveries. Contemporaneously herewith, the parties have deposited the Escrowed Deeds with Escrow Agent. Escrow Agent shall hold the Escrowed Deeds in escrow until required to release and/or record the Escrowed Deeds as set forth in Paragraph 2 or 3 of this Escrow Agreement. 2. Release of Escrowed Deeds Upon Receipt of the Escrowed Deeds. Except as otherwise set forth in Section 3 below, Escrow Agent shall not release or record any of the Escrowed Deeds until Escrow Agent has received all of the Escrowed Deeds. Once Escrow Agent has received the Escrowed Deeds, then Escrow Agent shall proceed to record the Chesapeake Deed and the City Deed, in that order, in the official public records of Tarrant County, Texas, and thereafter cause the original Chesapeake Deed to be delivered to the City and the original City Deed to be delivered to Chesapeake. 3. Release of Escrowed Deeds Upon Mutual Agreement of the Parties. If the parties mutually agree in writing ("Mutual Agreement"), then Escrow Agent shall NOT record any of the Escrowed Deeds, but rather shall promptly take the following actions: (i) return the Chesapeake Deed to Chesapeake, and (ii) return the City Deed to the City, and (iii) take any other action as may be required by the Mutual Agreement. 4. Reliance. The Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, genuineness, or validity of the escrowed documents, or for the form or execution thereof, or for the identity of any person executing this Escrow Agreement or any of the escrowed documents. The Escrow Agent may rely and shall be protected in acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder and believed in good faith by it to be genuine and to have been signed or presented by a duly authorized representative of a party. 5. Liabili� of Escrow Agent. The Escrow Agent shall be liable only for its own gross negligence or willful misconduct hereunder, and shall not be liable for any action taken by it in good faith and believed to be authorized or within the rights or powers conferred upon it by this Escrow Agreement. Without limiting the generality of the foregoing, Escrow Agent may consult with counsel of its own choice if there is any dispute or question as to the construction of any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel as the same would be interpreted by prudent businessmen in similar circumstances. 6. Matters Concerning Disputes. If any disagreement should arise among any one or more of the parties hereto with respect to this Escrow Agreement, if the Escrow Agent in good faith is in doubt as to what action should be taken hereunder, the Escrow Agent shall return the Escrowed Deeds to the parties that executed same. 7. Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from its duties and obligations hereunder by giving notice in writing of such resignation at least two business days in advance of the date such resignation shall take effect. If the Escrow Agent resigns the other parties hereto agree that the funds in the Escrow Account shall be transferred to a new escrow agent mutually selected by the parties (the "Subsequent Escrow Agent"). The City and Chesapeake shall then enter into an escrow agreement with the Subsequent Escrow Agent which shall contain provisions, terms and conditions substantially similar to the provisions, terms and conditions of this Escrow Agreement. 8. Compensation of Escrow Agent. The Escrow Agent shall be entitled to reimbursement of all reasonable fees and expenses incurred in performing its obligations hereunder. If a Subsequent Escrow Agent is appointed, such Subsequent Escrow Agent shall be entitled to receive reasonable compensation in addition to reimbursement of all reasonable fees and expenses incurred by Escrow Agent in performing its obligations hereunder. Amounts due and owing to the Escrow Agent under this Paragraph 8 shall be borne by the City. 9. Hold Harmless. If the Escrow Agent becomes involved in gation connected to the performance of its duties under this Escrow Agreement, the City and Chesapeake agree to hold the Escrow Agent harmless for and against any loss, cost, damage, liability or expense (including but not limited to reasonable attorneys' fees and costs of court)(collectively, "Losses") incurred as a result thereof; but they shall not hold harmless the Escrow Agent for losses for which the Escrow Agent is liable under Paragraph 5 of this Escrow Agreement, 10. Manner of Instructions. Where instructions from more than one of the parties hereto are required, such instructions may be given by separate instruments of similar tenor. Any of the parties hereto may act hereunder through a duly authorized representative, including an agent or attorney -in -fact. 11. Notices. (a) Any notice required or permitted to be given under this Agreement by one party to the other shall be in writing and the same shall be given and shall be deemed to have been served and given if (i) delivered in person to the address set forth below for the party to whom the notice is given, (ii) placed in the United States mail, return receipt requested, addressed to such party at the address hereinafter specified, or (iii) deposited into the custody of a reputable overnight carrier to be sent by overnight delivery, addressed to such party at the address hereinafter specified. (b) The address of the City for all purposes under this Escrow Agreement is: The City of Fort Worth, Texas 1000 Throckmorton Fort Worth, TX 76102 Attention: David Yett, City Attorney (c) The address of Chesapeake for all purposes under this Escrow Agreement is: Chesapeake Land Development Company, L.L.C. 6100 N. Western Avenue Oklahoma City, Oklahoma 73118 Attention: Chip Keating With copy to: Kelly Hart &Hallman LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 Attention: Chad Key (d) The address of Escrow Agent for all purposes under this Escrow Agreement is: Alamo Title 3500 Hulen Street Fort Worth, TX 76107 Attn: Lavone Keith (e) Any party may change its address or facsimile number for notice purposes upon prior written notice to the other party. 12. Agreement Binding. This Escrow Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 13. Entire Agreement. This Escrow Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all previous understandings as to the subject matter of this Escrow Agreement. Furthermore, this Escrow Agreement may be modified or amended only by a writing executed by all parties hereto or their respective successors or assigns, as applicable. 14. Governing Law. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Texas, excluding any choice of law rules which might require the application of the laws of another jurisdiction. 15. Multiple Counterparts. This Escrow Agreement may be executed in a number of identical counterparts, each of which for all purposes, is deemed an original, and all of which constitute, collectively, one agreement, but in making proof of this Escrow Agreement, it shall not be necessary to produce or account for more than one such counterpart. In witness whereof, Chesapeake has executed this Escrow Agreement on this _day of CHESAPEAKE LAND DEVELOPMENT COMPANY, L.L.C., an Oklahoma limited liability company By: Henry J. Hood; Senior Vice President — Land & Lesal and General Counsel 2010. In witness whereof, the City has executed this Escrow Agreement on this . 20100 THE CITY OF FORT WORTH, TEXAS, a home rule municipal corporation organized under By: Name: Fernando Costa Title: Assistant CityM. By: Name: Title: Assistant City,Attorne` In witness whereof, Escrow Agent has executed this Escrow Agreement on this _ day of 20 M By: Nai e Exhibit "I Memorandum of Exchange Agreement STATE OF TEXAS § COUNTY OF TARRANT § KNOW ALL BY THESE PRESENTS This Memorandum of Exchange Agreement ("Memorandum") is executed to be effective as of 2010 (the "Effective Date"), by and among Chesapeake Land Development Company, L.L.C., a Texas limited liability company ("Chesapeake"), and the City of Fort Worth, Texas, a home rule municipal corporation organized under the laws of the State of Texas, (the "City"). WITNESSETH, that: 1. Chesapeake and the City entered into that certain Exchange Agreement ("Exchange Agreement") concerning (among other things) the exchange of certain real property in connection with the Lebow Channel Watershed Improvements Project located in Tarrant County, Texas. On April 14, 2009, the City Council of the City approved the Exchange Agreement and authorized its officials to carry out its term by M&C L-14752. Pursuant to the Exchange Agreement, in exchange for Chesapeake's conveyance to the City of that certain approximately .5 acre tract of real property described in the Exchange Agreement as the Chesapeake Property, and as more particularly described on Exhibit "A" attached hereto and incorporated herein for all purposes, the City agreed, subject to the terms of the Exchange Agreement, to convey to Chesapeake that certain approximately .1549 acre tract described in the Exchange Agreement as the City Property, and as more particularly described on Exhibit "B" attached hereto and incorporated herein for all purposes. 2. Chesapeake and the City hereby execute this Memorandum to provide public notice of the existence of the Exchange Agreement. 3. This Memorandum is subject to all of the terms, conditions and understandings set forth in the Exchange Agreement. In the event of a conflict between the terms and conditions of this Memorandum and the terms and conditions of the actual Exchange Agreement, the terms and conditions of the Exchange Agreement shall prevail. 4. This Memorandum may be executed in multiple counterparts, each of which will, for all purposes, be deemed an original, but which together will constitute one and the same instrument. [Signatures on following pages] IN WITNESS WHEREOF, this Memorandum is executed to Effective Date. Chesapeake Land an Oklahoma limite L i �. noon, �emor vice & ef4al and General STATE OF COUNTY OF OKLAHOMA This instrument was acknowledged before me on Henry J. Hood, as the Senior Vice President — Land & Leg Development Company, L.L.C., an Oklahoma limited lit liability company. be effective as of the <ompany, L.L.C., day of 2010, by General Counsel of Chesapeake Land comnanv, on behalf of said limited Oklahoma y commission expires: The City of Fort Worth, Texas By: Fernando Costa, Assistant City day E Fort Worth, Notary Public, State of Texas of Texas, a municipal Exhibit To Memorandum of Exchange Agreement Description of the Chesapeake Property Lots 2 & 3 and Lots 10 & 11, Block 10, of W A Archer Addition, an Addition to the City of Fort Worth, Tarrant County, Texas, according to the Plat thereof recorded in Volume 63, Page 72, of the Plat Records of Tarrant County, Texas. Exhibit "B" To Memorandum of Exchange Agreement Description of the City Property Lot 12, Block 2 of the Morgan Heights Addition, City of Fort Worth, Tarrant County, Texas, according to Volume 015794, Page 0207, Deed Records of Tarrant County, Texas. CITY COUNCIL AGENDA COUNCIL ACTION: Approved on 10/20/2009 Official site of the City of Fort Worth, Texas Fogy T� Who DATE: 10/20/2009 REFERENCE **L-14876 LOG NAME: 20ROWELEBOW/CHESCOR NO.. CODE: L TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize the Correction of M&C L-14752 for the Lebow Channel Watershed Project to Change the Name from Chesapeake Exploration, L.L.C., to Chesapeake Land Development Company, L.L.C., and to Authorize Payment of Estimated Closing Costs in the Amount of $1,300.00 RECOMMENDATION: It is recommended that the City Council authorize the correction of M&C L-14752 for the Lebow Channel Watershed Project to change the name from Chesapeake Exploration, L.L.C., to Chesapeake Land Development Company, L.L.C., and to authorize payment of estimated closing costs in the amount of $1,300.00. DISCUSSION: On April 14, 2009, the City Council approved M&C L-14752 authorizing the exchange of one City - owned lot for four lots owned by Chesapeake Exploration, L.L.C., which four lots are needed by the City for the Lebow Channel Watershed Improvements Project. However, an updated title search revealed a recent change of ownership of the four lots from Chesapeake Exploration, L.L.C., to Chesapeake Land Development Company, L.L.C. Additionally, the City is responsible for estimated closing costs in the amount of $1,300.00 for the exchange of the property. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that the funds are available in the current capital budget, as appropriated, of the Storm Water Capital Projects 2007 Revenue Bond Fund. TO Fund/Account/Centers Submitted for City Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS 20ROWLEBOW CHESCOR.pdf FROM Fund/Account/Centers P229 541100 202280008441 1 300.00 Fernando Costa (6122) William A. Verkest P.E. (7801) Lester England (8366) MAYOR � VI DI COUNCIL CO" UNICATION k !a'I ` FLa� r _ i-- - LOT OWNED BY CITY OF FORT WORTH - MORGAN HEIGHTS SUBDIVISION LOT 12 BLOCK 2 e FOUR LOTS OWNED BY CHESAPEAKE rift }' W A ARCHER LOTS 213,10111 BLOCK 10 kt - m YPh�: I I N 7 r y�; G I \ii 4 CRU 0 400 800�" r VERA GRDZ- - i ,a ENDORA GL DETAIL SHOWING LOCATION OF PROPERTY BEING EXCHANGED BETWEEN THE CITY OF FORT WORTH AND CHESAPEAKE iqlkkL VERA CRUZ J J