HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2016-11RESOLUTION NO. FWHFC-2016-11
A RESOLUTION RATIFYING THE SETTLEMENT OF ALL CLAIMS WITH
TOTAL E&P (USA), INC., AND TOTAL GAS & POWER NORTH AMERICA,
INC., RELATED TO THE LAWSUIT ENTITLED FORT WORTH HOUSING
FINANCE CORPORATION, FORT WORTH LOCAL DEVELOPMENT
CORPORATION, AND VILLAS OF EASTWOOD TERRACE, LLC V.
CHESAPEAKE ENERGY CORPORATION, CHESAPEAKE OPERATING, INC.,
CHESAPEAKE EXPLORATION, LLC, CHESAPEAKE ENERGY MARKETING,
LLC, TOTAL E&P (USA), INC., TOTAL GAS & POWER NORTH AMERICA,
INC., AUBREY K. MCCLENDON, AND DORCHESTER RESOURCES, L.P.,
FORMERLY KNOWN AS ARCADIA RESOURCES, L.P., CAUSE NO. 352-
272138-14, IN THE 48TH DISTRICT COURT, TARRANT COUNTY, TEXAS
WHEREAS, the City Council of the City of Fort Worth (the "City") created the
Fort Worth Housing Finance Corporation (the "Corporation") in 1979 pursuant to the
Texas Housing Finance Corporation Act to facilitate the development of decent, safe,
quality, affordable, and accessible housing for low and moderate income City residents
through lending and construction activities;
WHEREAS, the Corporation is the Sole Member of Villas of Eastwood Terrace,
LLC (the "Company");
WHEREAS, the Company has retained certain mineral rights in the property
located at Lot 1, Block 1, Eastwood Terrace Addition, an Addition to the City of Fort
Worth, Tarrant County, Texas (the "Property") pursuant to the Special Warranty Deed
recorded in Document D213211659 of the Tarrant County Deed Records;
WHEREAS, the Corporation has entered into numerous oil and gas leases for the
minerals underlying the Corporation's properties and certain of those leases, including
the lease by the Company for the Property, are held by Chesapeake Operating, Inc.
("Chesapeake) and Total E&P (USA), Inc. ("Total E&P") (collectively, the "Leases") as
either the original lessee or as an assignee from the original lessee;
WHEREAS, in 2013, the City, the Corporation, the Company, and the Fort
Worth Local Development Corporation ("LDC"), filed suits as Cause Nos. 48-268798-13
and 352-272138-14 (collectively the "Lawsuit") complaining about the lessees'
compliance with the Leases, specifically related to the calculations and amounts of
royalty payment made under the Leases;
WHEREAS, on October 22, 2013, the City Council ratified the retention of
Ralph Duggins of the firm of Cantey Hanger L.L. P. and the filing of the Lawsuit
(Resolution No. 4253-10-2013);
RESOLUTION NO. FWHFC-2016-11
PAGE 2
WHEREAS, on November 5, 2013, the Corporation approved hiring Ralph
Duggins of the law firm Cantey Hanger L.L.P. as legal counsel to assist the Company and
the Corporation in connection with the gas lease royalty payments under their respective
Leases (Resolution No. FWHFC-2013-08);
WHEREAS, the City, the Corporation, the Company, and the LDC have reached
a Compromise and Settlement Agreement ("Settlement Agreement") with Lawsuit
defendants Total E&P and Total Gas & Power North America, Inc.;
WHEREAS, the Corporation believes the Settlement Agreement to be in the best
interest of the Corporation and the Company and desires to ratify and approve the
Settlement Agreement, ratify and approve the execution of the Settlement Agreement by
Aubrey Thagard on behalf of the Corporation, and ratify and approve all actions taken in
connection with the execution of the Settlement Agreement.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS OF THE FORT WORTH HOUSING FINANCE CORPORATION
THAT:
The Board approves and ratifies the acceptance and execution of the Settlement
Agreement in substantial compliance with the settlement agreement attached
hereto and made apart hereof for all purposes as Exhibit "A"; and
2. The Board grants authority to and ratifies the signature authority of Aubrey
Thagard, as Assistant General Manager of the Corporation, to execute and deliver
any documents for and on behalf of the Corporation and the Company that are
necessary to accept and execute the Settlement Agreement; and
3. The Board ratifies and confirms any actions that have been taken to date to the
extent such actions are consistent with Paragraphs 1 and 2 above, as the valid
actions of the Corporation and the Company effective as of the date such actions
were taken.
4. This Resolution takes effect from the date of its adoption.
AND IT IS SO RESOLVED.
Adopted March 22, 2016.
FORT WORTH J4OU,6ZW7FMNCYJ CORPORATION
President
Exhibit "A"
CAUSE NO. 48-000000-15
§ IN THE DISTRICT COURT
IN RE CHESAPEAKE BARNETT § OF TARRANT COUNTY,
ROYALTY LITIGATION #2 § TEXAS
48th JUDICIAL DISTRICT
NOT APPLICABLE TO ALL CASES
Cause No. 48-268798-13
CITY OF FORT WORTH, §
Plaintiff, §
V. §
CHESAPEAKE ENERGY §
CORPORATION, CHESAPEAKE §
OPERATING, INC., §
CHESAPEAKE EXPLORATION, §
LLC, CHESAPEAKE ENERGY §
MARKETING, LLC, TOTAL E&P §
(USA), INC., TOTAL GAS & §
POWER NORTH AMERICA, INC., §
AUBREY McCLENDON, and §
DORCHESTER RESOURCES, L.P., §
formerly known as ARCADIA §
RESOURCES, L.P., §
Defendants. §
IN THE DISTRICT COURT
OF TARRANT COUNTY, TEXAS
48th JUDICIAL DISTRICT
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT
This Compromise Settlement and Release Agreement ("Agreement") is
executed on the one hand by the City of Fort Worth, Fort Worth Housing Finance
Corporation, Fort Worth Local Development Corporation and The Villas of
Eastwood Terrace, LLC (collectively the "City"), and on the other hand, by Total
E&P (USA), Inc. a/k/a Total E&P USA, Inc. ("Total E&P") and Total Gas &
Power North America, Inc. ("Total Gas & Power") (collectively "Total"), effective
as of the date stated below (the "Effective Date").
WHEREAS, the City, as Lessor, entered into a number of oil and gas leases
with various lessees. The Leases are more particularly described on Exhibit A
attached hereto and made a part hereof (the "Leases"); and
WHEREAS, in early 2010, Total E&P acquired from a Chesapeake entity a
25% working interest in the Leases; and
WHEREAS, in 2013, the City filed suits as Cause Nos. 48-268798-13 and
352-272138-14 (collectively the "Lawsuit") complaining about the lessees'
compliance with the Leases; and
WHEREAS, the City and Total have determined that it is in their respective
best interests to resolve the Lawsuit on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises, promises, covenants
and representations set forth below, the City and Total agree as follows:
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 2
1. Total will pay or cause to be paid on behalf of the City by wire
transfer to the trust account of Cantey Hanger LLP (Bank of Texas ABA
111014325, Account #31009190) the total sum of six million dollars
($6,000,000.00). Payment thereof shall be made on or before March 23, 2016;
provided, however, if the governing bodies for the City have not fully approved
this Agreement by March 23, 2016, the foregoing settlement payment will be held
in the trust account of Cantey Hanger LLP until such approval is obtained.
2. To avoid future underpayments, the City and Total E&P will execute
an amendment amending as to Total E&P's interests, each of the Leases effective
as of January 1, 2016 in the form attached hereto as Exhibit B (the "Lease
Amendment"), as follows:
To amend each of the Leases to add a provision in the first paragraph of
paragraph 4 of each of the Leases stating in bold: "All royalties due and
payable under this Lease shall be computed based upon the Houston Ship
Channel Index Price minus two cents per MMBTU regardless of where
Total E&P's share of gas or other hydrocarbons produced under the
Lease is available for sale or is sold or delivered and such royalties may
not under any circumstances be offset or reduced by any post production
costs, expenses, charges or deductions of any amount, kind or nature,
including by way of illustration but not limitation, costs or expenses for
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 3
gathering, treatment, processing, transportation, pipeline charges and
expenses, compression or marketing. Houston Ship Channel Index Price
shall refer to the price published monthly by McGraw Hill in Inside
F.E.R.C's Gas Market Report under the heading `Monthly Bidweek Spot
Gas Prices, East Texas, Houston Ship Channel Index' for the first day of
the month of delivery. In the event publication of the foregoing report
ceases, or in the good faith belief of either the City or Total E&P,
supported by an unaffiliated third party opinion, the index is being
artificially manipulated or is fundamentally unreliable, the City and Total
E&P shall promptly meet and confer in good faith to agree upon a
substantially comparable published index for current on -shore spot gas
prices being paid by purchasers taking delivery of gas in the Houston -
Beaumont Texas area. "
The City and Total have used best efforts to list each of the leases where the
City is a lessor and Total E&P is a lessee. In the event either the City or Total
E&P later discover that a lease existing as of the Effective Date where the City is a
lessor and Total E&P is a lessee was not included on Exhibit A, they nevertheless
agree to promptly execute the Lease Amendment as to any such lease.
3. Total agrees to reimburse the City for any amounts due the City as a
result of the Lease Amendment for January and February 2016 production by
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 4
including such amounts in the regular monthly royalty distribution to be made to
the City in June 2016. Thereafter, royalties shall be computed and timely paid
each month in accordance with the Lease as amended.
4. The City hereby ratifies and confirms the Leases, including the Lease
Amendments to be executed as specified in paragraph 2 of this Agreement, only as
to the interest of Total E&P and represents to Total E&P that said Leases, as to
Total E&P's interests therein, are in full force and effect as of the Effective Date.
5. Upon receipt of (a) the payment to be made pursuant to paragraph 1
hereof and (b) delivery of a fully executed copy of the Lease Amendment as to all
Leases, the City does hereby forever and for all time completely release, remise
and discharge, for itself and for any employees, Council Members, City Manager,
board members, trustees, representatives or any other person or entity who claims
under or through the City in any form whatsoever, past or present, any and all
claims, rights, damages, costs, benefits, expenses and compensation of any nature
whatsoever accruing prior to January 1, 2016, whether known or unknown at the
present time, both at law or in equity, which the City may have or claim as to Total
E&P and Total Gas & Power and their respective parent, subsidiary and affiliated
entities, shareholders, officers, attorneys and employees, which were asserted or
could have been asserted in the Lawsuit and which relate to and arise from claims
about the lessees' compliance with the Leases. The City hereby further releases
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 5
only Total E&P from its assumption under paragraph 14 of the Leases as successor
lessee of all obligations, liabilities and penalties owed the City under the Leases by
Chesapeake Exploration, LLC, Arcadia Resources, L.P. Dorchester Resources,
L.P., by any other lessee under the Leases or by any predecessor or successor
lessee under the Leases. Provided, however, notwithstanding the foregoing, neither
this paragraph 5 nor the preceding sentence affects or releases any liabilities of, or
claims or rights the City has asserted or may assert in the future against, any other
parry, including Chesapeake Energy Corporation, any of its current or former
affiliates, Chesapeake Exploration, LLC, Chesapeake Operating, Inc. or
Chesapeake Energy Marketing, Inc., or against the Estate of Aubrey K.
McClendon, Deceased, Arcadia Resources, L.P., Dorchester Resources, L.P., any
entity directly or indirectly owned or controlled by McClendon or his family, or
against any other lessee under the Leases.
6. With respect to royalty payments to be computed and made by or on
behalf of Total E&P for production from its interest in the Leases commencing
January 1, 2016, Total agrees that the City shall have the right to conduct semi-
annual audits of all records related to production from the Leases, as amended
[including any top leases taken or acquired by Total E&P covering the same
minerals ("Top Leases")] and to the calculation and payment of royalties due under
the Leases as amended or any top leases covering the same minerals. The first
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 6
audit will be for production under the Leases from January 1, 2016 through June
30, 2016 and shall occur in and be completed by September 30, 2016. The audit
for production under the Leases from July 1, 2016 through December 31, 2016
shall occur and be completed by February 28, 2017. Future audits will occur
following that practice. In the event the City determines from an audit or believes
that royalties due from Total E&P to the City under the Leases, as amended, [or
any Top Leases covering the same minerals] have not been calculated in
accordance with the Lease Amendment, or not timely made, it shall give Total
E&P written notice thereof. Total shall then have 30 days following receipt of
notice within which to pay any amounts claimed. If following that 30 day period
the City's claim is not resolved, the City and Total E&P shall promptly schedule
and participate in a non -binding mediation before an impartial mediator. If that
does not occur or fails, the City may file suit in Tarrant County District Court to
resolve the claim and such claim shall be determined by the elected presiding judge
without a jury. The prevailing party shall be awarded reasonable and necessary
attorneys fees, any court costs and costs for experts, and interest at the highest
lawful rate.
(a) Notwithstanding anything contained in paragraph 6 of this Agreement
to the contrary, the foregoing agreement shall apply ONLY to the City's claims
against Total for royalties due under the Leases, as amended and to royalties due
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 7
under any Top Leases covering the same minerals, for production commencing on
January 1, 2016 forward. No third party, including Chesapeake Energy
Corporation or any of its current or former affiliates, Chesapeake Exploration,
LLC, Chesapeake Operating, Inc., Chesapeake Energy Marketing, Inc., the Estate
of Aubrey K. McClendon, Deceased, Arcadia Resources, L.P., Dorchester
Resources, L.P., or any other lessee under the Leases, shall have any rights to seek
or compel the City to use this method of dispute resolution, including with respect
to any pending or future claim or dispute related to or arising out of the Leases, any
amendment to the Leases or any top lease covering the same minerals;
7. The City will execute within 30 days of the Effective Date a top lease
with Total E&P for each of the Leases and such top lease will top lease to Total
E&P an undivided 25% of the minerals covered by the Leases using the same
terms and provisions that are in the Leases with the amendment specified by
paragraph 2 of this Agreement. As to each tract covered by the Leases, the top
lease shall become effective immediately upon termination of the present Lease,
but if any tracts continue to be held by one or more of the Leases for twenty-one
years from the Effective Date, then as to the Leases covering those tracts (and only
insofar as they cover such tracts), such top lease shall thereafter be null and void.
The amount paid under paragraph 1 above and the covenants made herein shall be
deemed adequate consideration paid by Total E&P for all top leases granted herein.
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 8
8. As of the Effective Date, Total, its parent, subsidiary and affiliated
entities do hereby for forever and for all time completely release, remise and
forever discharge, for itself and for its respective past and present shareholders,
officers, employees and representatives and any other person who claims under or
through Total, any and all claims, rights, damages, costs, benefits, expenses and
compensation of any nature whatsoever, whether known or unknown at the present
time, both at law or in equity, which Total may have or claim as to the City or any
of its employees, Council Members, City Manager, board members, trustees,
attorneys or representatives, which were asserted or could have been asserted in the
Lawsuit and which relate to the Leases.
9. Within fourteen business days of the later of the payment to be made
pursuant to paragraph 1 or execution and delivery to the City in care of Ralph H.
Duggins of the Lease Amendment to be executed pursuant to paragraph 2 of this
Agreement, the City and Total will file a joint motion to dismiss with prejudice
only the City's claims against Total and any Total claims against the City together
with a motion to sever the dismissed claims into a new cause number.
10. The persons signing this Agreement on behalf of Total represent and
warrant that he or she has the full legal right, capacity and authority to do so on
behalf of the party for whom he or she signed. The persons signing this
Agreement on behalf of the City do not have authority to bind the City without
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 9
approval from the Fort Worth City Council and the governing Boards of the Fort
Worth Housing Finance Corporation, the Fort Worth Local Development
Corporation, and The Villas of Eastwood Terrace, LLC. The persons signing this
Agreement on behalf of the City hereby commit to recommend approval by the
City of this Agreement and to seek such approval as soon as practicable. The
parties further represent that they have not sold, assigned, transferred, conveyed or
otherwise disposed of any of the claims released in this Agreement.
11. The City and Total acknowledge and expressly agree that this
Agreement is binding upon and benefits each of them and their respective
successors and assigns, provided however, nothing in this Agreement is intended to
affect or release any claims the City is presently asserting, or may in the future,
assert against Chesapeake Energy Corporation or any of its former, current or
future subsidiaries or affiliates [including by way of illustration, Chesapeake
Exploration, LLC, Chesapeake Operating. Inc., or Chesapeake Energy Marketing],
any claims the City has asserted or may assert against the Estate of Aubrey K.
McClendon, Deceased, his heirs, executors and assigns, or any claims the City has
asserted or may assert against Arcadia Resources, L.P. or Dorchester Resources,
L.P., their respective owners, predecessors, successors and assigns, or any claims
the City has asserted or may assert against any other lessee under the Leases.
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 10
12. This Agreement is entered into in the State of Texas and shall be
construed, interpreted and enforced in accordance with the laws of the State of
Texas without regard to choice of law rules. The Agreement is performable in
whole or in part in Tarrant County, Texas.
13. The City and Total expressly agree that this Agreement is fully
integrated and that it (along with the Lease Amendment and other Exhibits
referenced herein or attached hereto) represents the entire understanding of the
parties, and that there are no other agreements, representations, promises or
negotiations that have not been expressly embodied herein with respect to the
subject matter hereof.
14. The City and Total agree that this Agreement may not be amended or
modified except.by a writing executed by each of the parties hereto.
15. The City agrees that it will withdraw and forego pursuit of its pending
motions for partial summary judgment against Total only. Likewise, Total agrees
not to oppose the City's pending motions for partial summary judgment against
Chesapeake, provided that, any ruling on such motions by the Court shall not affect
nor modify the terms of this Agreement.
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 11
EXECUTED to be effective as of March 9, 2016.
THE CITY OF FORT WORTH
By:
David Cooke
City Manager
Approved as to Form and Legality:
By:
Sarah Fullenwider
City Attorney
FORT WORTH HOUSING
FINANCE CORPORATION
By:
Sal Espino
FORT WORTH LOCAL
DEVELOPMENT CORPORATION
By:
David Cooke
City Manager
VILLAS OF EASTWOOD
TERRACE, LLC
By:
Sal Espino
TOTAL E&P (USA), INC.
By:
Ricardo Darre
President and CEO
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 12
TOTAL GAS & POWER NORTH
AMERICA, INC.
Approved as to form:
Ralph H. Duggins
Attorneys for the City
Jeffrey C. King
Attorneys for Total
COMPROMISE SETTLEMENT AND RELEASE AGREEMENT PAGE 13
EXHIBIT A
CITY OF FORT WORTH LEASES
Lessor
Original Lessee
Acres
Lease Date
City Lease Name
City of Fort Worth
Chesapeake Exploration, LLC
10.899
19-Jul-10
11310 S FREEWAY
City of Fort Worth
Chesapeake Exploration, LLC
0.11784
2-May-11
1800 GREENFIELD
City of Fort Worth
Chesapeake Exploration, LLC
0.4
11-May-11
19 ST ROW
City of Fort Worth
Chesapeake Exploration, LLC
2.6236122
18-Sep-08
1ST TO 4TH ST ROW
City of Fort Worth
Chesapeake Exploration, LLC
0.161
6-Feb-11
2012 IRMA ST
City of Fort Worth
Chesapeake Exploration, LLC
0.14
11-May-11
20TH & 21ST ST ROW
City of Fort Worth
Chesapeake Exploration, LLC
0.079
18-May-11
28TH ST ROW
City of Fort Worth
Chesapeake Exploration, LLC
0.4699
13-Oct-11
3045 NE 28TH STREET
City of Fort Worth
Chesapeake Exploration, LLC
0.215
18-Jul-11
3324 EASTLAND
City of Fort Worth
Chesapeake Exploration, LLC
4.861977
23-Mar-10
40 OAKS STORM DRAIN
City of Fort Worth
Chesapeake Exploration, LLC
0.132
27-Oct-11
409 S. RAYNER
City of Fort Worth
Chesapeake Exploration, LLC
0.0095
23-Dec-14
4TH & SYLVANIA ROW
City of Fort Worth
Chesapeake Exploration, LLC
0.0581
23-Dec-14
4TH & SYLVANIA TRIANGLE
City of Fort Worth
Chesapeake Exploration, LLC
0.82842
11-Feb-11
5300 ANDERSON ST
City of Fort Worth
Chesapeake Exploration, LLC
0.206911
11-Feb-11
6312 W ILLSPOINT CT
City of Fort Worth
Dale Property Services, L.L.C.
0.3202
1-Dec-09
ALTAMESA BLVD ROW
City of Fort Worth
Chesapeake Exploration, LLC
11.49
14-Nov-07
ANDERSON-CAMPBELL PARK
City of Fort Worth
Dale Property Services, L.L.C.
1.084
25-Aug-10
ANDREW "DOC" SESSIONS COMMUNITY CENTER
City of Fort Worth
Chesapeake Exploration, LLC
0.5
11-Sep-08
ARNESON PARK
City of Fort Worth
Dale Property Services, L.L.C.
0.275
1-Jun-10
AZLE AVE ROW
City of Fort Worth
Chesapeake Exploration, LLC
0.135851
1-May-09
BAKER HEIGHTS BLOCK 18
City of Fort Worth
Chesapeake Exploration, LLC
0.312781
25-Jun-09
BELLAIRE DR ROW
City of Fort Worth
Dale Property Services, L.L.C.
0.267
8-Sep-10
BELMONT PARK ADDN BLK 136-B
City of Fort Worth
Dale Property Services, L.L.C.
0.2
4-Nov-09
BELMONT PARK ADDN, BLK 44 LOT 12
City of Fort Worth
Chesapeake Exploration, LLC
0.733
19-Oct-11
BELMONT PARK ADDN, BLK 86, LOTS 10-17 PARTIAL
City of Fort Worth
Chesapeake Exploration, LLC
30.024
30-Oct-07
BERRY/YUMA YARD
City of Fort Worth
Dale Property Services, L.L.C.
0.34
13-Mar-09
BIRD ST (ADMIN)
City of Fort Worth
Chesapeake Exploration, LLC
1.198
25-Aug-10
BLK 2 N. RIVERSIDE ESTATES
City of Fort Worth
Chesapeake Exploration, LLC
1.8927
26-Aug-09
BLUE BONNET CIRCLE PARK
City of Fort Worth
Chesapeake Exploration, LLC
3.7
1-Dec-09
BONNIE BRAE PARK
City of Fort Worth
Dale Resources, L.L.C.
90.996
29-Nov-06
BRENNAN AVENUE SERVICE CENTER
City of Fort Worth
Chesapeake Exploration, LLC
0.439571
13-Dec-11
BROOKSIDE ANNEX ROW'S
City of Fort Worth
Four Sevens Energy Co., LLC
0.828
8-Mar-10
BROOKSIDE ANNEX, BLK 1 LOT 16
City of Fort Worth
Four Sevens Energy Co., LLC
0.2307
14-Apr-10
BROOKSIDE ANNEX, BLK 1, LOT 3B
City of Fort Worth
Chesapeake Exploration, LLC
0.168
5-Feb-13
BURCHILL RD ROW
City of Fort Worth
Chesapeake Exploration, LLC
79.842
1-Jun-10
CANDLERIDGE PARK
City of Fort Worth
Chesapeake Exploration, LLC
0.412481
21-Oct-11
CENTREPORT -15101 TRINITY BLVD
City of Fort Worth
Chesapeake Exploration, LLC
3.494851
21-Oct-11
CENTREPORT - 15201 FAA BLVD
City of Fort Worth
Chesapeake Exploration, LLC
0.998757
27-Oct-11
CENTREPORT- FRYE ROAD
City of Fort Worth
Chesapeake Exploration, LLC
0.626
29-Jun-09
CENTREPORT 0.626/ 1.708 - 100% CFW
Centreport Barnett, LP
Chesapeake Exploration, LLC
650
24-Aug-07
CENTREPORT 650 - CENTREPORT BARNETT, LP
City of Fort Worth
Four Sevens Energy Co., LLC
1.675
16-Mar-09
CHAPIN RD ROW-ADMIN
City of Fort Worth
Four Sevens Energy Co., LLC
0.899
4-Nov-09
CHURCHILL RD STORM DRAIN
City of Fort Worth
Chesapeake Exploration, LLC
15.18
15-Sep-08
CIRCLE PARK
City of Fort Worth
Chesapeake Exploration, LLC
0.2073
11-May-11
CLEAR FORK PUMP STATION
City of Fort Worth
Chesapeake Exploration, LLC
152.4438
19-Nov-07
COBB PARK
City of Fort Worth
Chesapeake Exploration, LLC
2.821
5-Feb-13
COBB PARK II
City of Fort Worth
Chesapeake Exploration, LLC
0.344353
6-Mar-12
COLLEGE HEIGHTS ADDN, BLK 2, LT 14
City of Fort Worth
Dale Property Services, L.L.C.
0.696
8-Sep-08
COOKS LANE ROW - ADMIN
City of Fort Worth
Dale Property Services, L.L.C.
0.15
8-Mar-10
COUNTRYSIDE ADDN PARK
City of Fort Worth
Chesapeake Exploration, LLC
16.231
11-May-11
CREEKSIDE PARK
City of Fort Worth
Four Sevens Energy Co., LLC
0.357
2-Oct-09
CRESTWOOD LOTS
City of Fort Worth
Chesapeake Exploration, LLC
1.68
15-Sep-08
CRESTWOOD PARK
City of Fort Worth
Dale Property Services, L.L.C.
3.449
22-Sep-10
DABNEY PARK
City of Fort Worth
Chesapeake Exploration, LLC
11.993
6-Feb-12
DEER CREEK PARK
City of Fort Worth
Chesapeake Exploration, LLC
3.16
18-May-07
DELGA PARK
City of Fort Worth
Chesapeake Exploration, LLC
2.576
13-Oct-11
DRY BRANCH CREEK AT GRACE
City of Fort Worth
Chesapeake Exploration, LLC
0.386
28-Nov-11
DRY BRANCH CREEK CHANNEL
City of Fort Worth
Chesapeake Exploration, LLC
2.77
28-Oct-07
E. LITTLE SURVEY
City of Fort Worth
Chesapeake Exploration, LLC
0.601
21-Oct-11
EARL ST. ROW
City of Fort Worth
Chesapeake Exploration, LLC
1.113
28-Nov-11
EAST BERRY LIBRARY
City of Fort Worth
Chesapeake Exploration, LLC
2.57
15-Jan-08
EAST FREEWAY WATER TOWER
City of Fort Worth
Chesapeake Exploration, LLC
4.929
14-Aug-11
EAST REGIONAL LIBRARY 3
City of Fort Worth
Chesapeake Exploration, LLC
0.197
29-Nov-11
EASTLAND CHANNEL
City of Fort Worth
Chesapeake Exploration, LLC
13.5
6-Feb-12
EASTOVER PARK
City of Fort Worth
Dale Resources, L.L.C.
702.65
16-Feb-05
EASTSIDE PARKS
City of Fort Worth
Chesapeake Exploration, LLC
1.32
3-Aug-09
EASTSIDE PUMP STATION
City of Fort Worth
Chesapeake Exploration, LLC
1.434
28-Nov-11
EASTWOOD ELEVATED WATER TANK
City of Fort Worth
Chesapeake Exploration, LLC
0.9183
2-Mar-10
EDERVILLE PARK
City of Fort Worth
Chesapeake Exploration, LLC
0.7594
20-Mar-12
EDGECLIFF BRANCH CHANNEL
City of Fort Worth
Chesapeake Exploration, LLC
10.5146
5-Jun-09
ELLIS PARK (ADMIN)
Page 1 of 4
City of Fort Worth
Chesapeake Exploration, LLC
0.174
18-1ul-11
EMERSON STREET ROW
City of Fort Worth
Chesapeake Exploration, LLC
1.9785
7-Apr-10
ENGLEWOOD PARK
City of Fort Worth
Chesapeake Exploration, LLC
3.54
4-Aug-11
ENVIRONMENTAL COLLECTION CENTER 3
City of Fort Worth
Chesapeake Exploration, LLC
3
3-May-10
EUGENE MCCRAY COMMUNITY CENTER
City of Fort Worth
Chesapeake Exploration, LLC
1.619
19-Ian-11
FAIRFAX CHANNEL
City of Fort Worth
Chesapeake Exploration, LLC
0.4452
21-Oct-11
FAIRFAX CHANNEL II
City of Fort Worth
Chesapeake Exploration, LLC
7.697
7-May-10
FAIRFAX PARK
City of Fort Worth
Chesapeake Exploration, LLC
0.243
2-May-11
FAIRLANE CHANNEL
City of Fort Worth
Dale Property Services, L.L.C.
1.813
2-Feb-09
FIRE STATION 03-ADMIN
City of Fort Worth
Dale Property Services, L.L.C.
0.913
7-Jul-08
FIRE STATION 04-ADMIN
City of Fort Worth
Dale Property Services, L.L.C.
0.5739
16-Mar-09
FIRE STATION 06-ADMIN
City of Fort Worth
Chesapeake Exploration, LLC
0.848173
25-Jun-09
FIRE STATION 11
City of Fort Worth
Chesapeake Exploration, LLC
0.858
18-Jan-11
FIRE STATION 13
City of Fort Worth
Dale Property Services, L.L.C.
0.585
8-Mar-10
FIRE STATION 15
City of Fort Worth
Dale Property Services, L.L.C.
0.532
27-Mar-09
FIRE STATION 17'-ADMIN
City of Fort Worth
Chesapeake Exploration, LLC
0.69
13-Oct-11
FIRE STATION 19
City of Fort Worth
Chesapeake Exploration, LLC
0.754
17-May-10
FIRE STATION 20-ADMIN
City of Fort Worth
Chesapeake Exploration, LLC
0.619
2-Feb-09
FIRE STATION 21- ADMIN
City of Fort Worth
Dale Property Services, L.L.C.
0.867
8-Sep-10
FIRE STATION 22
City of Fort Worth
Four Sevens Energy Co., LLC
0.6907
27-Mar-09
FIRE STATION 23 - ADMIN
City of Fort Worth
Chesapeake Exploration, LLC
0.6893
20-Mar-12
FIRE STATION 24 #2
City of Fort Worth
Chesapeake Exploration, LLC
0.523002
19-Dec-11
FIRE STATION 30
City of Fort Worth
Chesapeake Exploration, LLC
190.1926
7-May-10
FOREST PARK
City of Fort Worth
Chesapeake Exploration, LLC
0.000287
19-Dec-11
GAMBRELL-McCART ROW
City of Fort Worth
Chesapeake Exploration, LLC
29.69
19-Jul-10
GEORGE MARKOS PARK
City of Fort Worth
Chesapeake Exploration, LLC
1.2760475
10-Sep-08
GID HOOPER PARK
City of Fort Worth
Dale Property Services, L.L.C.
0.125
1-Dec-09
GILVIN ST ROW
City of Fort Worth
Chesapeake Exploration, LLC
0.0205
18-May-11
GLEN GARDEN ADDITION LOT 18 BLK 12 NW CORNER
City of Fort Worth
Chesapeake Exploration, LLC
0.7
3-May-10
GREEN OAKS BLVD EASMENT
City of Fort Worth
Chesapeake Exploration, LLC
0.1721
18-May-10
GREENBRIAR ADDN, BLK 2, LT 42
City of Fort Worth
Chesapeake Exploration, LLC
0.538675
18-Jan-11
GREENFIELD ACRES STORM DRAIN
City of Fort Worth
Chesapeake Exploration, LLC
31.946
8-Oct-07
GREENWAY PARK
City of Fort Worth
Chesapeake Exploration, LLC
22.48
27-Oct-11
HALLMARK PARK
City of Fort Worth
Chesapeake Exploration, LLC
15.45
10-May-13
HANDLEY PARK
City of Fort Worth
Chesapeake Exploration Limited Par
51.2886
13-Jul-07
HARMON FIELD PARK
City of Fort Worth
Chesapeake Exploration, LLC
0.384
5-Nov-12
HARTMAN ROW
City of Fort Worth
Chesapeake Exploration Limited Par
3.65
18-May-07
HELICOPTER PAD
City of Fort Worth
Chesapeake Exploration, LLC
28.659
19-Oct-09
HIGHLAND HILLS PARK
City of Fort Worth
Chesapeake Exploration, LLC
0.23
3-Sep-09
HITSON LN ROW
City of Fort Worth
Chesapeake Exploration, LLC
74.979599
3-Feb-30
HOLLY WATER TREATMENT PLANT
City of Fort Worth
Chesapeake Exploration, LLC
23.0341
19-Jul-10
HULEN MEADOWS PARK
City of Fort Worth
Dale Resources, L.L.C.
0.98
28-Sep-05
HUST SURVEY
City of Fort Worth
Dale Property Services, L.L.C.
0.818
11-Jan-10
1-20/1-35 INTERCHANGE ROW
City of Fort Worth
Dale Resources, L.L.C.
30.863
28-Apr-05
1-30 & 1ST STREET ROW
City of Fort Worth
Chesapeake Exploration, LLC
20.1805
30-Oct-07
1-35 ROW
City of Fort Worth
Coyote Petroleum Ventures, LTD
5.99
19-Jul-10
J. T. HINKLE PARK
City of Fort Worth
Chesapeake Exploration, LLC
0.5165
4-Dec-09
JINKENS HEIGHTS PUMP STATION
City of Fort Worth
Chesapeake Exploration, LLC
0.766
18-Jul-11
JOHN T WHITE & SANDY LANE ROWS
City of Fort Worth
Chesapeake Exploration, LLC
2.179
29-Dec-11
KAYWOOD HEIGHTS
City of Fort Worth
Chesapeake Exploration, LLC
1.390995
17-May-10
KEMBLE ST ROW
City of Fort Worth
Chesapeake Exploration, LLC
1,302.16
13-May-11
LAKE WORTH ZONE 3A
City of Fort Worth
Chesapeake Exploration, LLC
0.06
11-Mar-14
LAKE WORTH - ELLA YOUNG
City of Fort Worth
Chesapeake Exploration, LLC
2.538017
26-Aug-10
LANCASTER AVE ROW
City of Fort Worth
Dale Property Services, L.L.C.
0.17
27-Jul-10
LEBOW CHANNEL III
City of Fort Worth
Dale Property Services, L.L.C.
0.2
27-May-10
LEE AVE STORM DRAIN
City of Fort Worth
Chesapeake Exploration, LLC
15.1466
26-Sep-08
LINCOLN PARK
City of Fort Worth
Chesapeake Exploration, LLC
12.337
28-Mar-12
LINCOLNSHIRE PARK
City of Fort Worth
Chesapeake Exploration, LLC
0.9011364
26-Aug-09
LINWOOD PARK, BLOCK 18 & 20
City of Fort Worth
Dale Property Services, L.L.C.
4.2046
4-Jun-09
LINWOOD PARK, BLOCK 19
City of Fort Worth
Chesapeake Exploration, LLC
0.914
8-Feb-12
LITTLE JOHN PARK
City of Fort Worth
Chesapeake Exploration, LLC
20.738
5-Oct-07
LITTLE/GILMORE
City of Fort Worth
Dale Property Services, L.L.C.
0.194
27-May-10
LOT 12 BLK 2 MORGAN HEIGHTS
City of Fort Worth
Dale Property Services, L.L.C.
0.2
27-May-10
LOT 18 BLK 78 M G ELLIS ADDN
City of Fort Worth
Dale Property Services, L.L.C.
0.2
27-May-10
LOT 7 BLK 52 BELMONT PARK
City of Fort Worth
Chesapeake Exploration, LLC
1.014472
4-Ian-08
LOVELL-MONTGOMERY ROW-ADMIN
City of Fort Worth
Chesapeake Exploration, LLC
2.262
19-Oct-11
LUTHER LAKE DAM
City of Fort Worth
Chesapeake Exploration, LLC
4
15-Mar-10
LYNCH SURVEY, TR 2
City of Fort Worth
Chesapeake Exploration, LLC
0.9641873
20-Mar-12
MADDOX PARK #2
City of Fort Worth
Dale Resources, L.L.C.
33.5
9-Dec-05
MALLARD COVE PARK
City of Fort Worth
Dale Property Services, L.L.C.
1.0951
2-Feb-09
MALONE-MOORE ROW
City of Fort Worth
Dale Property Services, L.L.C.
0.154
1-Jun-10
MALONE-MOORE ROW 11
City of Fort Worth
Chesapeake Exploration, LLC
5
21-Oct-11
MARIE F. PATE PARK
City of Fort Worth
Chesapeake Exploration, LLC
10.8
10-Sep-08
MARINE PARK
City of Fort Worth
Four Sevens Energy Co., LLC
1.966
16-Mar-09
MARQUETTA DR ROW-ADMIN
Page 2 of 4
City of Fort Worth
Dale Property Services, L.L.C.
0.252
17-May-10
MARTINDALE ADDN
City of Fort Worth
Chesapeake Exploration, LLC
1.3729
21-Oct-11
MARY HORN SURVEY
City of Fort Worth
Chesapeake Exploration, LLC
5.5815
8-May-14
MARY AND MARVIN LEONARD PARK
City of Fort Worth
Chesapeake Exploration, LLC
2.5955
2-Aug-10
MC CART AVE ROW
City of Fort Worth
Chesapeake Exploration, LLC
O.OS9
18-Jul-11
MEADOW LAWN BLK 8 PARTIAL
City of Fort Worth
Chesapeake Exploration, LLC
0.915
18-Jul-11
MEADOWBROOK BLVD ROW
City of Fort Worth
Chesapeake Exploration, LLC
133.551
3-May-10
MEADOWBROOK GOLF COURSE
City of Fort Worth
Chesapeake Exploration, LLC
0.853244
12-Mar-10
MEADOWBROOK LIBRARY
City of Fort Worth
Chesapeake Exploration, LLC
4.679
21-Oct-11
MEADOWBROOK STORAGE TANK 3
City of Fort Worth
Chesapeake Exploration, LLC
0.2933
23-Dec-14
MILLER ROWS
City of Fort Worth
Dale Property Services, L.L.C.
0.1606
21-Apr-09
MOODY BLOCK 36 LOTS
City of Fort Worth
Dale Property Services, L.L.C.
0.1721
21-Apr-09
MOODY BLOCK 36 LOT 6
City of Fort Worth
Chesapeake Exploration, LLC
3.43
8-Feb-12
MORRIS BERNEY PARK
City of Fort Worth
Chesapeake Exploration, LLC
0.198691
19-Dec-11
MURRAY HILL ADDITION STRIP
City of Fort Worth
Chesapeake Exploration, LLC
0.262
21-Oct-11
N. BEACH ST ROW
City of Fort Worth
Chesapeake Exploration, LLC
0.267
10-Aug-10
N. RIVERSIDE ESTATES Lt 9 BLK 1
City of Fort Worth
Chesapeake Exploration, LLC
2.218
21-Oct-11
N. RIVERSIDE ROW
City of Fort Worth
Chesapeake Exploration, LLC
0.7996
18-Jul-11
NE 23RD ST ROW II
City of Fort Worth
Dale Property Services, L.L.C.
0.2724
26-Feb-09
NE 23RD ST ROW-ADMIN
City of Fort Worth
Dale Property Services, L.L.C.
0.5705
1-Jun-10
NE 28TH ST ROW
City of Fort Worth
Chesapeake Exploration, LLC
90.344
15-Sep-08
NORTHEAST LANDFILL-2
City of Fort Worth
Chesapeake Exploration, LLC
4.3
29-Oct-07
NORTHSIDE DRIVE 4.3 ACRES
City of Fort Worth
Chesapeake Exploration, LLC
12.0266
15-Sep-08
NORTHSIDE PARK
City of Fort Worth
Dale Property Services, L.L.C.
3.26
27-May-10
NORTHSIDE POLICE STATION
City of Fort Worth
Dale Property Services, L.L.C.
2.34
2-Mar-10
NORTHSIDE PUMP STATION
City of Fort Worth
Dale Property Services, L.L.C.
0.096
21-Mar-07
OAKHURST PARCEL -ADMIN
City of Fort Worth
Chesapeake Exploration, LLC
1.236
15-Jan-08
OAKHURST PARK
City of Fort Worth
Rail Oil & Gas, L.P.
27.6913
22-Mar-07
OAKMONT LINEAR PARK SOUTH
City of Fort Worth
Chesapeake Exploration, LLC
0.247
9-Oct-12
OAKVIEW ROW
City of Fort Worth
Chesapeake Exploration, LLC
0.413224
27-Mar-12
OLD NORTHSIDE PUMP STATION
City of Fort Worth
Chesapeake Exploration, LLC
0.34
10-Aug-10
PARKWOOD EAST PARK
City of Fort Worth
Four Sevens Energy Co., LLC
1.1662
17-Sep-09
POINSETTA DR EASEMENT
City of Fort Worth
Chesapeake Exploration, LLC
1.2796
23-Mar-10
POLICE NPD 05 (EAST DIV HQ)
City of Fort Worth
Chesapeake Exploration, LLC
2.415
25-1un-09
POLICE NPD 6
City of Fort Worth
Four Sevens Energy Co., LLC
1.213
25-Feb-09
POLICE NPD 9-ADMIN
City of Fort Worth
Dale Resources, L.L.C.
22.5
22-Aug-06
POLICE POUND
City of Fort Worth
Chesapeake Exploration, LLC
0.673553
4-Apr-12
POLYTECHNIC CHILD DEVELOPMENT CENTER
City of Fort Worth
Chesapeake Exploration, LLC
39.56
7-Jun-07
PRAIRIE DOG PARK
City of Fort Worth
Chesapeake Exploration, LLC
2.720118
25-Aug-10
PURINGTON AVE STORM DRAIN
City of Fort Worth
Rail Oil & Gas, L.P.
7.329
13-Jul-07
QUAIL RIDGE PARK
City of Fort Worth
Chesapeake Exploration, LLC
0.086
13-Dec-11
RAMEY AVE ROW
City of Fort Worth
Chesapeake Exploration, LLC
0.571
17-Ian-08
RANDOLL MILL RD ROW-ADMIN
City of Fort Worth
Chesapeake Exploration, LLC
6.53
2-Mar-10
RIDGLEA HILLS PARK
City of Fort Worth
Chesapeake Exploration, LLC
1.9854
28-Dec-11
RIDGLEA LIBRARY 2
City of Fort Worth
Dale Resources, L.L.C.
4.503
22-Aug-06
RIVERTRAILS PARK
City of Fort Worth
Chesapeake Exploration, LLC
22.871
8-Oct-07
RIVERSIDE PARK
City of Fort Worth
Chesapeake Exploration, LLC
5.5
8-Oct-07
RIVERSIDE PARK - SOUTH END
City of Fort Worth
Chesapeake Exploration, LLC
389.233
19-Dec-07
ROCKWOOD PARK AND GOLF COURSE
City of Fort Worth
Chesapeake Exploration, LLC
0.1348
12-Mar-10
ROSELAND ADDN, LOT
City of Fort Worth
Dale Property Services, L.L.C.
0.195
15-Mar-10
ROSEN HEIGHTS, BLK 195, LOT 4
City of Fort Worth
Chesapeake Exploration, LLC
4.568
4-Apr-12
S. HAMPSHIRE BLVD ROW II
City of Fort Worth
Chesapeake Exploration, LLC
1.136042
25-Aug-10
S. HAMPSHIRE BLVD. ROW
City of Fort Worth
Chesapeake Exploration, LLC
0.044196
13-Jul-10
S. HEMPHILL ST ROW
City of Fort Worth
Chesapeake Exploration, LLC
1.4983
22-Sep-10
SAGAMORE HILLS PARK
City of Fort Worth
Dale Property Services, L.L.C.
0.75
25-Feb-09
SALAZAR UNIT-ADMIN
City of Fort Worth
Four Sevens Energy Co., LLC
0.082
16-Nov-09
SAM CALLOWAY RD ROW
City of Fort Worth
Chesapeake Exploration, LLC
26.5
10-Sep-08
SANDY LANE PARK
City of Fort Worth
Chesapeake Exploration, LLC
4.80506
8-Feb-12
SASHA UNIT MISC ROWS
City of Fort Worth
Chesapeake Exploration, LLC
10.4
19-Jul-10
SETTLEMENT PLAZA PARK
City of Fort Worth
Chesapeake Exploration, LLC
10
6-Jun-13
SHACKLEFORD PARK
City of Fort Worth
Chesapeake Exploration, LLC
3.7703
28-Sep-07
SMITH WILEMON PARK - WHITE HILLS ADDN 2
City of Fort Worth
Dale Property Services, L.L.C.
3.52
22-Sep-10
SOUTH MEADOWS PARK
City of Fort Worth
Chesapeake Exploration, LLC
15.9779
19-Jul-10
SOUTHCREEK PARK
City of Fort Worth
Dale Property Services, L.L.C.
2.046
2-Mar-10
SOUTHRIDGE PARK
City of Fort Worth
Four Sevens Energy Co., LLC
76.697
10-Apr-06
SOUTHWEST COMMUNITY PARK
City of Fort Worth
Chesapeake Exploration, LLC
19.828
11-Nov-10
SOUTHWEST SERVICE CENTER
City of Fort Worth
Four Sevens Energy Co., LLC
822.08708
27-Dec-05
SPINKS AIRPORT
City of Fort Worth
Chesapeake Exploration, LLC
4.527
2-Mar-10
SPRINGDALE PARK
City of Fort Worth
Chesapeake Exploration, LLC
4.93
2-Oct-09
STAGECOACH PUMP STATION
City of Fort Worth
Chesapeake Exploration, LLC
5.372
4-Jan-09
STEPHENS PARK & SEMINARY WATER TOWER
City of Fort Worth
Dale Property Services, L.L.C.
3.1277
9-Jun-09
STOCKYARDS 3.1277 (ADMIN)
City of Fort Worth
Dale Property Services, L.L.C.
0.285
27-Jan-10
STOCKYARDS II
City of Fort Worth
Chesapeake Exploration, LLC
0.60353
7-May-10
STONE ROAD DRAINAGE EASEMENT
City of Fort Worth
Chesapeake Exploration, LLC
0.5830813
31-Mar-10
SUMMER CREEK PARK
Page 3 of 4
City of Fort Worth
Chesapeake Exploration, LLC
7.6
10-Sep-08
SUNSET HILLS PARK
City of Fort Worth
Chesapeake Exploration, LLC
28.164
5-Oct-07
SYCAMORE CREEK GOLF COURSE
City of Fort Worth
Chesapeake Exploration, LLC
93.769
3-Aug-09
SYCAMORE PARK
City of Fort Worth
Chesapeake Exploration, LLC
28.511
8-Dec-11
SYLVANIA PARK
City of Fort Worth
Chesapeake Exploration, LLC
3.76
31-Mar-10
THORNY RIDGE PARK
City of Fort Worth
Chesapeake Exploration, LLC
7.6333791
19-Jul-10
TITUS PAULSEL PARK
City of Fort Worth
Dale Property Services, L.L.C.
25.738
21-Apr-09
TRAIL DRIVERS PARK - NORTH
City of Fort Worth
Dale Resources, L.L.C.
36.4
24-Jan-07
TRAIL DRIVERS PARK - SOUTH
City of Fort Worth
Chesapeake Exploration, LLC
6.086
15-Sep-08
TRINITY BLVD ROW
City of Fort Worth
Chesapeake Exploration, LLC
18.3
3-May-10
TRINITY RIVER
City of Fort Worth
Four Sevens Energy Co., LLC
0.4443
4-Nov-09
TROY COURT EASEMENT
City of Fort Worth
Chesapeake Exploration, LLC
0.024
13-Dec-11
TRUE ACRES TRIANGLE
City of Fort Worth
Chesapeake Exploration, LLC
0.8084
12-May-15
TRUELAND WATER TANK
City of Fort Worth
Chesapeake Exploration, LLC
4.505801
13-Jul-10
UNIVERSITY DRIVE ROW I
City of Fort Worth
Chesapeake Exploration, LLC
4.03
7-Jun-07
UNIVERSITY NORTH/TRINITY
City of Fort Worth
Chesapeake Exploration, LLC
0.20087
4-Apr-12
VAN HORN, BILK L, LOT 14
City of Fort Worth
Chesapeake Exploration, LLC
0.169
5-Feb-13
VAUGHN BLVD ROW
City of Fort Worth
Four Sevens Energy Co., LLC
0.52
31-Mar-10
VETERANS MEMORIAL PARK
City of Fort Worth
Chesapeake Exploration, LLC
30.02
3-May-10
VILLAGE CREEK PARK
City of Fort Worth
Chesapeake Exploration, LLC
18.194
19-Nov-07
W H LITTLE SURVEY
City of Fort Worth
Chesapeake Exploration, LLC
7.347274
20-Feb-08
W VICKERY ROW (FACTORY PLACE ADDN)
City of Fort Worth
Four Sevens Energy Co., LLC
1.238
8-Mar-10
WAVERLY PARK STORM DRAIN
City of Fort Worth
Chesapeake Exploration, LLC
2.1568
23-Mar-30
WEST BANK CIRCLE
City of Fort Worth
Four Sevens Energy Co., LLC
1.074
4-Nov-09
WHITE OAKS STORM DRAIN
City of Fort Worth
Chesapeake Exploration, LLC
4
27-May-14
WICHITA STREET ROW
City of Fort Worth
Chesapeake Exploration, LLC
0.172
18-Jul-11
WILDCAT BRANCH CHANNEL
City of Fort Worth
Chesapeake Exploration, LLC
0.21
8-Aug-13
W ILHELM ST ROW
City of Fort Worth
Chesapeake Exploration, LLC
8.677
11-May-11
W ILLOWCREEK PARK
City of Fort Worth
Chesapeake Exploration, LLC
11.95992
3-Oct-11
WOODHAVEN COUNTRY CLUB ESTATES, LOT 1, BLK 14A
City of Fort Worth
Chesapeake Exploration, LLC
0.674
2-Oct-09
WORTH HEIGHTS COMMUNITY CENTER
City of Fort Worth
Chesapeake Exploration, LLC
1.269
26-Aug-09
WORTH HILLS PARK
City of Fort Worth
Chesapeake Exploration, LLC
0.076
9-Oct-12
W REAY ROW
City of Fort Worth
Chesapeake Exploration, LLC
0.003
18-Jan-11
YEAGER ST ROW
City of Fort Worth
Chesapeake Exploration, LLC
144.446
15-Aug-12
Z BOAZ NORTH (GOLF COURSE)
City of Fort Worth
Chesapeake Exploration, LLC
1.532
2-Aug-10
Z BOAZ PLACE TRIANGLE
FORT WORTH HOUSING FINANCE CORPORATION LEASES
Lessor
Original Lessee
Acres
Lease Date
City Lease Name
Fort Worth Housing Finance Corporation
Chesapeake Exploration, LLC
2.65
24-Mar-10
2511 MITCHELL BLVD
Fort Worth Housing Finance Corporation
Chesapeake Exploration, LLC
0.502
10-Jan-11
2710 AVE C
Fort Worth Housing Finance Corporation
Chesapeake Exploration, LLC
0.132
21-Oct-11
4913 RAMEY
Fort Worth Housing Finance Corporation
Chesapeake Exploration, LLC
2.035
10-Jan-11
BRAYLON UNIT
Fort Worth Housing Finance Corporation
Dale Resources, L.L.C.
4.336
11-Jan-06
CARTER STATE LEASE
Fort Worth Housing Finance Corporation
Chesapeake Exploration, LLC
1.6231
4-Nov-09
HFC EASTCREST-EDGEWOOD
Fort Worth Housing Finance Corporation
Chesapeake Exploration, LLC
0.1584
26-Sep-11
SHERATON ADDN, BLK 2 LOTS 5-9
FORT WORTH LOCAL DEVELOPMENT CORPORATION LEASES
Lessor Original Lessee
Fort Worth Local Development Corporation Chesapeake Exploration, LLC
Fort Worth Local Development Corporation Dale Property Services, LLC
Fort Worth Local Development Corporation Chesapeake Exploration, LLC
VILLAS OF EASTWOOD TERRACE LEASE
Lessor Original Lessee
Villas of Eastwood Terrace Chesapeake Exploration, LLC
Acres Lease Date City Lease Name
2.9209 18-Jun-09 LDC 1776 E. BERRY ST
21.54 18-Jun-08 LDC 2851 S RIVERSIDE DR
12.237 18-Jun-09 LDC 3217 & 3224 YUMA ST
Acres Lease Date City Lease Name
14.56 10-Feb-11 VILLAS OF EASTWOOD TERRACE
Page 4 of 4
Exhibit B
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC
RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER' S LICENSE
NUMBER.
AMENDMENT OF OIL AND GAS LEASE
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT §
This Amendment of Oil and Gas Lease ("Amendment") is made and entered into
effective as of January 1, 2016 (the "Effective Date"), by and between the CITY OF FORT
WORTH, a home rule municipal corporation of the State of Texas located within Tarrant
County, Texas ("Lessor") and TOTAL E&P USA, INC. ("TOTAL E&P"), a Delaware
corporation, the address of which is 1201 Louisiana Street, Suite 1800, Houston, Texas
77002.
WHEREAS, Lessor previously entered into the oil and gas leases identified by date,
acreage, and City of Fort Worth internal lease name [and official property records reference
number] on the attached Exhibit A (the "Leases") with CHESAPEAKE EXPLORATION,
LLC ("CELLC") or a predecessor of CELLC covering the lands described therein for the
purposes and on the terms and conditions as set forth therein;
WHEREAS, a Memorandum of each of the Leases is filed of record in Tarrant
County, Texas;
WHEREAS, TOTAL E&P acquired from CELLC a twenty-five percent (25%)
working interest in the Leases effective October 1, 2009;
WHEREAS TOTAL E&P is a lessee and owner of working interests in each of the
Leases;
WHEREAS CHESAPEAKE OPERATING, LLC currently administers, calculates,
and distributes royalties on behalf of TOTAL E&P, as well as on behalf of CELLC and
certain other working interest owners and lessees in the Leases who are not parties to this
Amendment; and
WHEREAS, Lessor and TOTAL E&P now desire to amend each of the Leases as
hereinafter set forth.
AMENDMENT OF OIL AND GAS LEASE - PAGE I
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Lessor and TOTAL E&P hereby AMEND each of the
Leases as follows:
(1) Each of the Leases is hereby amended effective January 1, 2016 to include the
following provision in the first paragraph of paragraph 4 of each of the Leases stating in
bold and all caps:
ALL ROYALTIES DUE AND PAYABLE UNDER THIS LEASE SHALL
BE COMPUTED BASED UPON THE HOUSTON SHIP CHANNEL
INDEX PRICE MINUS TWO CENTS PER MMBTU REGARDLESS OF
WHERE TOTAL E&P'S SHARE OF GAS OR OTHER
HYDROCARBONS PRODUCED UNDER THE LEASE IS SOLD OR
DELIVERED AND SUCH ROYALTIES MAY NOT UNDER ANY
CIRCUMSTANCES BE OFFSET OR REDUCED BY ANY POST
PRODUCTION COSTS, EXPENSES, CHARGES OR DEDUCTIONS
OF ANY AMOUNT, KIND OR NATURE, INCLUDING BY WAY OF
ILLUSTRATION BUT NOT LIMITATION, COSTS OR EXPENSES
FOR GATHERING, TREATMENT, PROCESSING,
TRANSPORTATION, PIPELINE CHARGES AND EXPENSES,
COMPRESSION OR MARKETING. HOUSTON SHIP CHANNEL
INDEX PRICE SHALL REFER TO THE PRICE PUBLISHED
MONTHLY BY MCGRAW HILL IN INSIDE F.E.R.C'S GAS MARKET
REPORT UNDER THE HEADING `MONTHLY BIDWEEK SPOT GAS
PRICES, EAST TEXAS, HOUSTON SHIP CHANNEL INDEX' FOR
THE FIRST DAY OF THE MONTH OF DELIVERY. IN THE EVENT
PUBLICATION OF THE FOREGOING REPORT CEASES, OR IN
THE GOOD FAITH BELIEF OF EITHER THE CITY OR TOTAL
E&P, SUPPORTED BY AN UNAFFILIATED THIRD PARTY
OPINION, THE INDEX IS BEING ARTIFICIALLY MANIPULATED
OR IS FUNDAMENTALLY UNRELIABLE, THE CITY AND TOTAL
E&P SHALL PROMPTLY MEET AND CONFER IN GOOD FAITH TO
AGREE UPON A SUBSTANTIALLY COMPARABLE PUBLISHED
INDEX FOR CURRENT ON -SHORE SPOT GAS PRICES BEING PAID
BY PURCHASERS TAKING DELIVERY OF GAS IN THE HOUSTON-
BEAUMONT TEXAS AREA.
(2) This Amendment shall be binding upon and inure to the benefit of each of the
parties hereto and their respective successors and, assigns, and may be executed in any
number of multiple counterparts, each of which shall have the same force and effect as an
original instrument executed by all of the undersigned parties, regardless of whether such
counterpart is executed prior to or subsequent to the .date hereof or the filing of record of a
counterpart hereof. The failure of any working interest owner to execute a counterpart shall
AMENDMENT OF OIL AND GAS LEASE - PAGE 2
not render this Amendment ineffective as to (a) those working interest owners executing this
Amendment, or (b) Lessor.
(3) The terms and provisions of this Amendment shall supersede, control and take
precedence over any conflicting or contrary terms and provisions in the Leases, including the
definition of "market value"; however, in all other respects, said Leases, as previously
amended, and the prior terms and provisions contained therein, shall remain in full force and
effect.
IN WITNESS WHEREOF, this Amendment 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
Effective Date.
LESSOR:
CITY OF FORT WORTH
Jesus "Jay" Chapa
Assistant City Manager
LESSEE:
TOTAL E&P USA, INC.
Ricardo Darre
President and CEO
AMENDMENT OF OIL AND GAS LEASE - PAGE 3
ACKNOWLEDGEMENTS
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, on this day personally appeared
, 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
Notary Public, State of Texas
STATE OF TEXAS
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, on this day personally appeared Ricardo
Darr6, 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
2016.
Notary Public, State of Texas
AMENDMENT OF OIL AND GAS LEASE - PAGE 4
day of