HomeMy WebLinkAboutContract 44833 GITY SECR
OIL AND GAS LEASE CONTRACT
HE STATE OF TEXAS
COUNTY OF T N
THIS AGREEMENT (IlLease") is made and entered into as of the date herein specified by and
between CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas located
within.Tarrant, Denton, and Wise Counties, Texas, (hereinafter referred to as "'Lessor"), and, XTO Energy
Inc;.(h.ereinafter referred to as "'Lessee").
WITH ESSETH
1.
GRANTING CLAUS.
.lessor, in consideration of a cash bonus in hand paid, of the royalties herein provided, and of the
agreements of'�:lessee hereinafter contained, hereby grants, leases, and leas exclusively unto Lessee for the
sole purpose of investigating, exploring, drilling, operating, and producing oil and"or gas from the land
leased hereunder, together with any liquid or gaseous substances produced in association with oil and ,gas,
the following described lard situated in the City of Fort Worth, Texas described in Exhibit "A" attached
hereto(the 'leased premises").
All mineral substances and mineral rights other than oil and gas (and all other liquid or gaseous
minerals produced in association with oil or gas) are expressly reserved to Lessor and excepted from this
Lease. These reserved mineral rights include, but are not limited to, the rights to lignite, coal and sulfur
not produced as a component of oil and gas.
For the purpose of determining the amount of'any bonus or other payment hereunder, said leased
premises
hall be deemed to contain 0.280 acres whether actually containing more or less.
2. OFFICIAL ff y,I
OCORD
SrraCRIETARY
IET R
"RIM TERM RrroCORD
C 1q,*ORT",TX
Sub ect to the other provisions herein contained, this Lease shall be for
from the date of the notarial acknowledgment of.Lessor's execution of this instrument (hereinafter called
Al S
��C,EIVED SIP IL AND GAS LEASE-OAKLAND BLVD ROW
I V r- P, 0 51
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primary term") and so long thereafter as oil, gas or other minerals granted herein are produced from the
leased premises or lands pooled therewith, in paying quantities, or operations are in progress thereon as
hereinafter provided, and the royalties are paid as provided herein. For the purposes of this lease, the term
i6operations" means arty of the following: drilling, testing, completing, reworking, roc ompleting,
deepening, plugging back, or repairing of a well in search for or in the endeavor to obtain production of
oil or gas, so long as such operations are carried out with due diligence with no cessation of more than
ninety(90)Consecutive days.,
3.
D,IELAY RENrALS,
This is a paid up lease and no delay rentals are due. Upon termination, Lessee shall prepare,
execute and deliver to Lessor a recordable release covering the leased premises in accordance with this
Lease. Lessee may at any time or times execute and deliver to Lessor, a release or releases of this Lease
as to all or any part of the leased premises,, and thereby be relieved of all obligations as to, the released
land or interest, except for the indemnification obligations, described in Paragraph 16 and the plugging
obligations f'this Lease.
4
ROYALTIES
Lessee shall pay to Lessor the following royalties,, which shall be free of all costs of any kind,
including, but not limited to, costs of gathering,, production, transportation, treating, compression,
dehydration, processing, marketing, trucking or other expense, directly or indirectly incurred by Lessee,
whether as a direct charge or a reduced price or otherwise. In this regard, Lessee agrees to bear one
hundred percent (100%) of all costs and expenses incurred in rendering hydrocarbons produced on or
from the leased premises marketable and delivering the same into the purchaser's pipeline for immediate
transportation to an end user or storage facility. Additionally, said royalties shall never bear, either
directly or indirectly, under any circumstances, the costs or expenses (including depreciation) to
2 OIL AND GAS LEASE-OAKLAND BLVD ROW
construct, repair, renovate or operate any pipeline, pliant, or other facilities or equipment used in
connection with the treating, separation, extraction, gathering, processing, refining, compression,
transporting,, manufactun*ng or marketing of hydrocarbons produced from the leased premises or lands
pooled therewith.
A. On oil, gas (including flared gas) and casinghead gas, together with any other liquid or
gaseous hydrocarbons recovered by Lease operations (such as in drips or separators) twenty-five
percent (25%) of the proceeds of the sale or of the market value thereof, whichever is 'higher. Such
proceeds of oil, gas and casinghead gas, together with any other liquid or gaseous hydrocarbons
recovered by Lease operations, is to be delivered free of cost at the well or to the credit of the Lessor
into pipelines, gathering lines, barges or other facilities to which the wells and tanks on the property
may be connected. Lessor shall always have the right, at any time and from time to time, upon
reasonable written notice to Lessee, to take Lessor's share of oil, gas and processed liquids in kind.
Lessor may elect to take Lessor's gas in kind at the well, or at the point of delivery where Lessee
delivers Lessee's gas to any third patty. If gas is processed, Lessor may elect to take Lessor's share of
the residue gas attributable to production from the leased premises, at the same point of delivery where
Lessee receives its share of residue gas or has its share of residue gas delivered to a third party. Lessor
may elect to have its royalty share of processed liquids stored in tanks at the plant or delivered into
pipelines on the same basis as Lessee's share of'liquids is stored or delivered. Lessor shall reimburse
Lessee for all reasonable costs incurred by Lessee in installing, operating or maintaining additional
facilities necessary for Lessor"s royalty gas and processed liquids, to be separately metered, accounted
for, and delivered to a third party, bUt Lessor shall not be charged for any expense in the production,
gathering, dehydration, separation, compression, transportation, treatment., processing or storage of
Lessor's share of gas and processed liquids.,
B. On products, twenty five percent (25%) of the gross market value or proceeds of sale
thereof,whichever is higher.
C. On residue gas or gas remaining, after separation, extraction or processing operations,,
3 OIL AND GAS LEASE-OAKLAND HL'' ROW
twenty five percent(25%)of the proceeds of sale or of the market value thereof,whichever is higher.
D. For purposes of this Paragraph 4, the term "market value" shall mean for gas and
products, therefrom (i) the gross price at which gas or products therefrom are sold pursuant to a Gas
Contract, as defined below, that is ratified by Lessor according to Paragraph G below or (ii) if not sold
pursuant to a Gas Contract, as defined below, ratified by Lessor and Lessee, the highest gross price
reasonably obtainable for the quantity of gas or products available for sale, through good faith
negotiations for gas, or products produced from the ]eased premises, at the place where such gas or
product is available for sale on the date of such a contract with adequate provisions for redetermination
of price at intervals of no less frequency than one (1)year to ensure that the production is being sold for
no less than the current market price. Included within the definition of"Market Value" as used herein is
the presumption that Gas: Contracts that are ratified by Lessor are arms-length contracts, with purchasers
who are not affiliates of Lessee. An "affiliate" includes, but is not limited to, the parent company or a
subsidiary of Lessee, a corporation or other entity having common ownership with Lessee, a, partner or
joint venturer of Lessee with respect to the ownership or operation of the processing plant, a corporation
or other entity in which Lessee owns a ten percent or greater interest, or any individual, corporation or
other entity that owns a ten percent or greater interest in Lessee. fn no event shall ""market value" ever
be less than the amount actually received by the Lessee for the sale of hydrocarbons.
E. "phis Lease is intended to cover only oil and gas, but some other substances (including
helium and sulphur) may be produced necessarily with and incidental to the production of oil or gas
from the ]eased premises; and, in, such event, this Lease shall also cover all such other substances so
produced. On all such substances so produced under and by virtue of'the terms of this Lease, Lessor
shall receive a royalty of twenty five percent(25%) of all such substances so produced and saved, same
to be delivered to Lessor, free of all costs; or, at Les,sor's,election, Lessor's twenty five percent(25%) of
such substances shall be sold by Lessee with Lessee's portion of such substances and at the same profit
realized by Lessee for its portion of such substances.
F. All royalties hereinabove provided shall be payable in cash (unless Lessor elects to take
4 OIL.AND GAS LEASE--OAKLAND BLVD ROW
such royalty oil, or gas in kind) to Lessor within ninety (901), days, following the end of the month in
which the first commercial sale of production and thereafter no more than sixty (60) days after the end
of the month following the month during which production takes place. Subject to the provisions of
Paragraph 10 of this Lease concerning shut-in wells, royalties shall be paid to, Lessor by Lessee and/or
its assigns or by the product purchaser for oil and/or gas. Upon the failure of any party to pay Lessor
the royalty as provided in this paragraph, Lessor may, at Lessor's option, elect to terminate this Lease by
sending written notice to Lessee. Lessee shall then have thirty (301) days from the date of service of
such written notice in which to avoid termination of this Lease by making or causing to be made the
proper royalty payment or payments that should have been paid. If such royalty payrnent is not made on
or before the expiration of the 30-day period, or written approval is not obtained from Lessor to defer
such payment, Lessor may elect to ten-ninate this Lease by filing a Notice of Terminations with the
County Clerk in the county where the leased premises, are located. The effective date of said
termination shall be the date said Notice of Termination is filed with the said County Clerk.
G. Lessee agrees that it will not enter into any contract for the sale, delivery, transporting or
processing of gas produced from the leased premises which shall extend more than two (2) years from
the effective date of such sales contract unless such contract has adequate provisions for redetermination
of price at intervals of no less, frequency than one (1) year to ensure that production from this Lease is
not being sold, for less than the then current market value. At least thirty(,30) days prior to the delivery or
the execution of any contract for the sale, delivery, transporting or processing of gas produced from the
leased premises, Lessee shall provide Lessor with a complete copy of each proposed contract for the
purchase, transportation and/or processing of such gas that Lessee intends to execute (each a "Gas
Contract"), whereupon, Lessor shall have fifteen (15) days within which to either ratify such Gas
Contract or notify Lessee in writing that it does not approve of such was Contract, including a statement
of the reasons that Lessor doles not approve of such Gas Contract (Lessor's failure to respond within the
fifteen (15) days either by ratification or by written notice that it doles, not approve of the proposed Gas
Contract shall be deemed to be Lessor's ratification of such Gas Contract), If Lessor ratifies the Gas
OIL ANT)GAS LEASE-OAKLAND BLVD ROW
Contract, Lessor shall be deemed bound by the terms of such Gas Contract (and, at Lessee's option,
Lessor shall execute such Gas Contract as a party thereto) and the as or products, therefi-om sold
pursuant to such Gas Contract shall be deemed sold at market value based on the gross price stated
therein. Lessee shall not amend e r n odify any material terms of a Gas Contract ratified by Lessor
without the prior written consent of Lessor., If Lessor does not approve of a Gas Contract, Lessee shall
consult with Lessor in an effort to agree to the terms of the proposed Gas Contract,and if the other party
or parties to the Gas Contract agree to the changes or modifications to the Gas Contract which are
proposed by Lessor in order for Lessor to ratify such Gas Contract, then Lessor shall be deemed to have
ratified such Gas Contract (and, at Lessee's option, Lessor shall execute such Gas Contract as amended
and modified, as a party thereto). If Lessor and Lessee cannot agree on the terms of a Gas, Contract that
are acceptable to the other party or parties thereto, Lessee may elect to execute such Gas, Contract and
sell, deliver, transport and process gas according to the ten-ns thereof, subject to the other terms of this
Paragraph 4 concerning the payment of Lessor"s royalty on gas and products there from, including the
right of Lessor to take its share of gas in kind. In the event Lessor elects to take and separately dispose
of its royalty share of gas, the parties shall enter into a mutually acceptable balancing agreement
providing for (a) the right of an under produced party to make up an imbalance by taking tip to 1510
percent of its share of production and (b) an obligation to settle any imbalance remaining after depletion
in cash, based on the proceeds received by the overproduced party when the imbalance was created, or
if the overproduced party's gas was, used but not sold, based on the market value of the gas when
imbalance was created.
H. In the event Lessee enters into a gas purchase contract which contains what is commonly
referred to as a ""take or pay provision" (such provision meaning that the gas purchaser agrees to take
delivery of a specified minimum volume or quantity of gas over a specified terrn at a specified price or
to make minimum periodic, payments, to the producer for gas not taken by the purchaser), and the
purchaser under such gas purchase contract makes payment to Lessee by virtue of' such purchaser's
failure to take delivery of such minimum volurne or quantity of gas, then Lessor shall be entitled to
6 OIL AND GAS LEASE-OAKLAND BLVD ROW
re
twenty five percent (25%) of all such sums paid to Lessee or producer under the ""pay"" provisions, of
such gas purchase contract. Such, royalty payments shall be due and owing to Lessor within thirty (30)
days after the receipt of such payments by Lessee. If the as purchaser "makes " such gas within the
period called for in the gas contract and Lessee is required to give such purchaser a credit for gas
previously paid for but not taken, then Lessor shall not be entitled to royalty on such "make up" gas. If
Lessee is not producing any quantities of gas, from the leased premises but is receiving payments under
the "pay" portion of such "take or pay" gas purchase contract provision, such payments shall not relieve
Lessee of the duty to make shut-in royalty payments if Lessee desires to continue this Lease, but such
"take or pay" royalty payments shall be applied as a credit against any shut-in royalty obligation of the
Lessee. Lessor shall be a third-party beneficiary of any gas purchase contract an transportation
agreement entered into between Lessee and any purchaser andJo,r transporter of Lessor's gas,
irrespective of any provision of said contracts to the contrary, and such gas purchase contract and/or
transportation agreement will expressly so provide. Further, Lessor shall he entitled to twenty-five
percent (25%) of the value of any benefits obtained by or granted to Lessee from any gas purchaser
and/or transporter for the amendment, modification, extension, alteration, consolidation!, transfer,
cancellation or settlement of any gas purchase contract and/or transportation agreement.
1. Lessee agrees that before any gas produced from the leased premises is used or sold off
the leased premises, it will be run, free of cost to Lessor, through an adequate oil and gas separator of a
conventional type or equipment at least as efficient, to the end that all liquid hydrocarbons recoverable
from the gas by such means will be recovered and Lessor,properly compensated therefor.
J. Any payment of royalty or shut-in gas royalty hereunder paid to Lessor in excess of the
amount actually due to the Lessor shall nevertheless become the property of the Lessor if Lessee does
not make written request to Lessor fo�r reimbursement within one (1,) year ftom the date that Lessor
received the erroneous payment, it being agreed and expressly understood between the parties hereto
that Lessor,is not the collecting agent for any other royalty owner under the lands covered hereby, and a
determination of the name, interest ownership and whereabouts of any person entitled to any payment
7 OIL AND GAS LEASE-OAKLAND BLVD ROW
whatsoever under the terms hereof shall be the sole responsibility of Lessee. It is further expressly
agreed and understood-that: (i) this provision shall in no way diminish the obligation of Lessee to make
full and punctual payments of all amounts, due to Lessor or to any other person under, the terms, and
provisions of this Lease, and (ii) any overpayments made to the Lessor under any provisions of this
Lease shall not be entitled to be offset against future amounts payable to parties hereunder.
K. The terms of this Lease may not be amended by any division order and the signing of a
division order by any mineral owner may not be made a prerequisite to payment of royalty hereunder.
L. 011, gas or products may not be sold to a subsidiary or affiliate of Lessee as defined
herein without the Lessor's prior written permission.,
A Lessee shall pay Lessor royalty on all gas, produced from a well on the leased premises
and sold or used off the leased premises,regardless, of whether or not such gas is produced to the credit
of Lessee or sold under a contract executed by or binding on Lessee. Should gas be sold under a sales
contract not binding on Lessee, Lessor's royalty will be calculated based on the highest price paid for
any of the gas produced from the well From which such gas is pro�duced. In no event will the price paid
Lessor for Lessor's share of gas be less than the price paid Lessee for Lessee's share of gas.
5.
POOLING
Lessee, upon the prior written consent of Lessor which shall not be unreasonably withheld, is
hereby given the right to pool or combine the acreage covered by this Lease or any portion thereof as to
,oil and gas, or either of them with any other land, lease or leases in the immediate vicinity thereof to the
extent hereinafter stipulated, when it is necessary or advisable to do so in order to properly explore, or
develop, produce and operate said leased premises in compliance with the spacing rules of the appropriate
lawful authority, or when to do so would promote the conservation of oil, and gas in and under and that
may be produced from said premises. In the absence of field rules, units pooled for oil and gas hereunder
shall not exceed the acreage provided for retained acreage tracts in Section 7. Lessee, under the provisions
hereof,may pool or combine acreage covered by this Lease or any portion thereof as above provided as to
8 OIL AND GAS LEASE-OAKLAND BLVD RO,W
oil. in any one or more strata and as to gas in any one or more strata. The units formed by pooling as to
any stratum or strata need not conform, in size or area with the unit or units into which the Lease is pooled
or combined as to any other stratum or strata, and oil units need not conform as to area with gas units.
The pooling in one or more instances shall not exhaust the rights of the Lessee hereunder to pool this
Lease or portions thereof into other units. Lessee shall file for record in the appropriate records of the
county in which the leased premises are situated an instrument describing the pooled acreage as a pooled
unit. In this regard, Lessee shall provide Lessor, with a copy of any and all documents filed with any
regulatory authority or recorded in the records of any county within thirty (301) days of filing such
documents. Upon the recordation of the unit in the county records the unit shall be effective as to all
parties hereto, their heirs, successors, and assigns, irrespective of whether or not the unit is likewise
effective as to all other owners Of Surface, mineral, royalty or other rights in land included in such unit.
I..essee may at its election exercise its pooling option before or after, commencing operations for or
completing an oil, or gas well on the leased pre rni,ses, and the pooled unit may include, but it is not
required to, include, land or leases upon which a well capable of producing oil, or gas, in paying quantities
has theretofore been completed or upon which operations for the drilling of a well for oil or gas have
theretofore been commenced. In the event of operations, for drilling on or production of oil or gas from
any part of a pioloiled unit which includes all or a portion of the land covered by this Lease, such operations,
shall be considered as operations, for drilling on or production of oil and gas from. land covered by this
Lease whether or not the well or wells be located on the premises covered by this Lease and in such event
operations for drilling shall be deemed to have been commenced on said land within the meaning of this
Lease. For the purpose of computing the royalties to which owners of royalties and payments, out of
production and each of them shall be entitled on production of oil and gas, or either of them, there shall be
allocated to the land covered by this Lease and included in said unit or to each separate tract within the
unit if this Lease covers, separate tracts within the unit) a pro rata portion of the oil and gas, or either of
them, produced from the pooled unit. Royalties, hereunder shall be computed, on the portion of such.
production, whether it be on oil and gas, or either of them, so, allocated to the land covered by this Lease
9 OIL AND GAS LEASE-OAK, AND BLVD ROW
and included in the unit just as -though such production were from such land. The production from an oil
well will,be considered as production from this Lease or oil pooled unit from which it is producing and not
as production fi-om,a gas pooled unit-, and production from a gas well will be considered as production from
this Lease or gas, pooled unit from which it is producing and not from an oil pooled unit. The formation
of any unit hereunder shall not have the effect of changing the ownership of any delay rental or shut-in
production royalty which may become payable under this Lease. If this Lease now or hereafter covers
separate tracts, no pooling or unitization of royalty interest as between any such separate tracts is intended
or shall be implied or result merely from the inclusion of such separate tracts within this Lease but Lessee
shall nevertheless have the night to pool as provided above with consequent allocation of production as
provided above. As used in this paragraph, the words "separate tract" mean any tract with royalty
ownership differing, now or hereafter, either as to parties or amounts, from that as to any other part of the
leased premises.
6,
COiNT:IN UO S DRILLING
At the expiration of primary term this Lease shallremain in full force and effect for so, long as
Lessee is, conducting Continuous Drilling Operations as herein defined). Lessee shall be considered to be
engaged in Continuous Drilling Operations at the expiration of the primary term if: (1) Lessee is then
engaged in drilling operations on the leased premises or lands pooled therewith or(2) Lessee has completed a
well as a producer or as a dry hole within one hundred twenty (1 20) days prior to the expiration O of the,
primary term. Lessee also shall be considered to be engaged in Continuous Drilling Operations, for so long
thereafter as Lessee conducts drilling operations on the ]eased premises, or lands,pooled therewith, with due
diligence and with intervals of no more than one hundred twenty(1 201)days between the date of completion
of one well, and the date of commencement of drilling operations on an additional well. "Completion" shall
be considered to be the date of release of the completion rig for a completed well, but in no event more than
one hundred twenty (120), days following the release of the drilling rig. In the case of a dry hole,
'41cornpletion" shall be considered to be the to of release of the drilling rig. "Commencement" shall be the
101 OIL AND GAS LEASE-OAKLAND BLVD ROW
actual spud date of a well. Continuous Drilling Operations shall be deemed to have ceased upon the failure of
Lessee to commence drilling operations on an additional well within such one hundred twenty (120) day
period. When the Continuous Drilling Operations cease, the provisions,of Paragraph 7 will be applicable.
7.
RIETAINED ACREAGE
A.
Vertical.. Wells
At the expiration of the primary to of this Lease or upon the termination of'the continuous
drilling program set forth 'in Paragraph 6, each non-horizontal well drilled hereon capable of producing in
paying quantities will hold only forty (4 acres for any formation from the surface to the base of'the
Barnett Shale formation. As to depths below the base of the Barnett Shale Formation, the proration unit
shall be the minimum size necessary to obtain the maximum production allowable. If the proration unit
for a well completed below the base of the Barnett Shale Formation is larger than 40 acres, the well may
'maintain the Lease as to fe n-nations above the base of the Barnett Shale Formation as to not,more than 40
acres. All other acreage except that included in a proration unit or pooled unit as described above will
cease to be covered by this Lease and will be released. To the extent possible,each such proration unit will
be in the shape of a square, with the bottom of the well in the center. Further, it is understood and agreed
that Lessee shall earn depths as to each proration unit or pooled it only from the surface down a depth
which is the strati graphic equivalent to a depth of one hundred feet (100') below the deepest producing
formation in such well which is capable of producing oil or gas in paying quantities at the expiration of
the primary to of this Lease or upon the termination of the continuous drilling program set forth in
Paragraph 6. This Lease will terminate at Such time as to all depths below such depths as to each
respective proration unit or pooled unit. If production should thereafter cease as to acreage included in a
proration unit or pooled unit, this Lease will terminate as to such acreage unless Lessee commences
reworking or additional drilling operations on such acreage within ninety (90) days thereafter and
continues such reworking or additional drilling operations until commercial production is restored
I 1.
OIL AND GAS I-EASE-OAKLAND BLVD ROW
thereon, provided that if more than ninety (90) days elapse between the abandonment of such well as a
dry hole and the commencement of actual drilling operations for an additional well, or more than ninety
(90) days pass since the commencement of reworking operations without the restoration of commercial
production,this Lease shall terminate as to the applicable proration unit or pooled unit.
At any time or times that this Lease terminates as to all or any portion of the acreage of the leased
premises, Lessee shall, promptly execute and record in the of of the County Clerk in the County
where the leased premises are located, a proper release of such terminated acreage and shall furnish
executed counterparts of each such release to Lessor at the address shown in Paragraph 19 hereof
B. Horizontal Wells
It is expressly understood and agreed that, subject to the other terms,, provisions and limitations
contained in this Lease, Lessee shall have the night to drill "'horizontal wells" under the leased premises,
or lands pooled therewith. The term "horizontal,well" or"horizontally drilled well" shall mean any well that
is drilled with one or more horizontal drainholes,having a horizontal drainhole displacement of at least five
hundred eighty-five (585) feet. For the purposes of further defining the to "horizontal wells" and
"horizontally drilled" reference is made to the definitions contained within Statewide Rule 86, as
promulgated by the Railroad Commission of 't"exas, which definitions are incorporated herein for all
,purposes.
In the event of' any partial termination of the Lease as provided in Paragraph 7A, then, with
regard to a well which is a horizontal well or a horizontally drilled well, Lessee shall be entitled to retain
all sands and horizons at all depths from the surface down to a depth which is the stratigraphic equivalent of
a depth of one hundred(100) feet below the base of the deepest producing,formation in such well which is
capable of producing oil or gas in paying quantities, but only in a spacing unit the area or number of acres
of which are equal to the area or number of acres determined by adding twenty (20) acres for each five
hundred eighty-five (585) feet horizontally drilled to the original forty(40)acres deemed to be a proration
unit for each vertical well. Each such tract around each horizontally drilled well shall be as nearly in the
shape of a square or a rectangle as is practical with the boundaries of the tract including the entire
12 OIL AND GAS LEASE-OAKLAND BLVD ROW
horizontal drainhole and the lateral boundaries of such tract being approximately equal distance from such
drainhole and parallel thereto.
If production should thereafter cease as to acreage included in a proration unit or pooled unit, this
Lease will terminate as to such acreage unless Lessee commences reworldng or additional drilling
operations on such acreage within ninety (90) days thereafter and continues such reworking or additional
drilling operations until commerc�ial production is restored thereon, provided that if more than ninety (90)
days pass,between the abandonment of such well and the commencement of actual drilling operations for
an additional well, or more than ninety (90) days pass since the commencement of reworking operations
without the'restoration of commercial production, the Lease shall terminate as to the applicable proration
unit.
At any time or times that this Lease terminates as to all or any portion of the acreage of the ]eased
premises, Lessee shall promptly execute and rec in the office of'the County Clerk in the County where
the leased premises are located', a proper release of such to mate acreage and shall furnish executed
counterparts of each such release to Lessor at the address shown in Paragraph 19, hereof
8,
0FFSErlF OBLIGATIONS
In the event a well or wells producing oil or gas, should be brought in on land within, 330 feet from
any boundary of the leased premises, Lessee agrees within ninety (90) days from commencement of
production from such well or wells, to commence the actual drilling of an offset well or wells on the
leased premises or on a pooled unit that contains the leased premises; provided that the well or wells which
are to be offset are producing in paying quantities, and have been perforated and fraced with a minimum of
500, feet of lateral wellbore length within 330 feet of-the leased premises; or Lessee shall release to Lessor
free of this Lease the offsetting tract of forty (40) acres, limited to the formation in which the offsetting
well is producing. This provision shall not be appl,icable for the first year of the primary to or for offset
wells spud prior,to the execution of this lease.
13 OIL AND GAS LEASE-OAKLAND BIND ROW
91
FORCE MAJE:URE
A. The term "force majeurelf as used herein shall mean and include: requisition, order,
regulation or control by governmental authority or commission- exercise of rights or priority or control
, I
by governmental authority for national defense or war purpose resulting in delay in obtaining or inability to
obtain either material, equipment or means, of transportation normally necessary in prospecting or drilling
for oil,gas or other mineral granted herein, or in producing, handling or transporting same from the leased
premises; war, scarcity of or delay in obtaining materials or equipment, lack of labor or means, of
transportation of labor or materials, acts of Go,d, insurrection,, flood, strike, or other things beyond the
control of Lessee. The term "force majeure" shall not include lack of markets for production or any other
events affecting only the economic or financial aspects, of drilling, development or production or the
inability to conform to city, state or federal regulations.
B. Notwithstanding any other provisions of this Lease, but subject to the conditions
hereinafter set forth in this Paragraph 9, should Lessee be prevented by ':'force majeure" as defined above,
from conducting drilling or reworking operations,on, or producing oil, gas or other mineral from, the leased
premises, such failure shall not constitute a ground for the termination of this Lease or subject said Lessee to
damages therefore; and the period of time during,which Lessee is so prevented shall, not be counted against
Lessee, but this Lease shall be extended -for a period of time equal to that during which such Lessee is so
prevented from conducting such drilling or reworking operations on, or producing oil, gas or other mineral
from, such leased premises provided, however, that in no event will the primary to be extended unless
Lessee as begun the actual drilling of a well prior to the date of the expiration of the primary term. All
of the provisions of this paragraph are subject to each of the following express conditions:
The terrns, and conditions of this paragraph shall not extend beyond the expiration date of any law,
order-, rule or regulation invoked under this paragraph, and shall be applicable and effective only
during the following periods:
(1) If the force ma. eure shall, occur during the primary to of this Lease, it shall not
14 011,AND GAS LEASE-OAK-LAND BLVD ROW
operate to extend this Lease more than two (2) consecutive years beyond -the expiration of
the primary term.
(2) If the force majeure, shall occur during a one hundred twenty (120) day drilling
or reworking period provided for in Paragraphs 6 and 7 hereof, after the primary term has
expired, then it shall not operate to extend the Lease more than two (2) successive years
beyond the expiration of such one hundred twenty(120) day periods.
(3) In no event will the primary to be extended unless Lessee has begun the
actual drilling of'a well prior to the date of the expiration of the primary term.
C. None of the provisions of this paragraph shall ever be or become effective and applicable
unless Lessee shall, within a reasonable time not to exceed sixty(60)days in any event) after occurrence of
the claimed event of force majeure above refierred to, notify the t,essor, in writing, of such occurrence
with full particulars,thereof
D. The to of this paragraph do not apply to monetary payments due under the terms of this
Lease.
10.
SHUT-IN GAS WELL PROVISIONS
If at any time after the expiration of the primary to while there is a gas well on the ]eased
premises or land pooled therewith which is capable of producing gas in paying, quantities, but the
production thereof is shut-in or suspended for any reason, and if this Lease is not then continued in force
by some other provision hereof, then this Lease shall nevertheless continue in force as to such well and the
pooled unit or proration unit allocated to it for a period of sixty(60)days from the date such well is shut-in
or at the end of the primary term, whichever is the later date. Before the expiration of any such sixty(60)
day peri ►d, Lessee or any Assignee hereunder may pay or tender to the Lessor a shut-in'royalty equal to
Five Hundred Dollars ($500.00) per shut-in gas well and if such payment or tender is timely made, this
Lease shall continue in force but only as to said well or wells and the proration unit or the pooled unit
15 OIL AND GAS,LEASE OAKLANID BLVD ROW
allocated to it or them and it shall be considered that gas is being produced from said well or wells in
paying quantities, for one (1) year from the date such well or wells are shut-in, and in like manner one, and
only one, subsequent shut-in royalty payment may be made or tendered and it will be considered that gas is
being produced from said well or wells in paying quantities for such additional one (1)year period as well.,
Lessee shall not be entitled to recover any shut-in royalty payments from the ftiture sale of gas.
Should such shut-in royalty payments not be made in a timely manner as provided in this section, it will be
considered for all purposes, that there is no production and no excuse for delayed production of gas from
any such well or wells, and unless there is then in effect other preservation provisions of this Lease, this
Lease shall terminate. Lessee shall pay or tender directly to the Lessor at the address as shown in
Paragraph 19 all shut-In,royalty payments as required by this Lease.
11,
INFORMATION-,ACCESS AND,REPORTS
A. Lessor shall have free access at all times to all wells, tanks, and other equipment that
services wells, under the leased premises, including drilling wells, and Lessee agrees to furnish Lessor, or
Lessor's nominee, currently and promptly, upon written request, with full well information including
cores, cuttings, samples, logs (including Schlumberger and other electrical logs), copies and results of
deviation tests, and directional and seismic surveys, and the results of all drill stem tests and other tests of
other kind or character that may be made of wells on the leased premises,. Lessor or Lessor's nominee shall
be fumished with and have free access at all times to Lessee's books and records relative to the production
and sale of oil, gas or other minerals from the leased premises, including reports of every kind and
character to governmental authorities, State or Federal. Lessor shall have the right at its election to
employ gaugers or install meters to gauge or measure the production of all minerals, produced from the
leased premises,and Lessee agrees to prepare and deliver to Lessor or Lessor's gauger or nominee duplicate
run or gauge tickets for all minerals removed from the premises. Lessee shall furnish to Lessor daily
drilling reports on each well drilled.
B. Lessee shall furnish to Lessor, within a reasonable time after its execution,, a copy of any
16 OIL AND GAS LEASE--OAKLAND FI LVD ROW
gas purchase contract or transportation agreement entered into in connection with the leased premises, or if
there is, already a gas purchase contract or transportation agreement in effect due to Lessee's operations in
the field, then a copy of that contract. Furthermore, a copy of any amendments to the gas purchase contract
or transportation agreement shall be furnished said Lessor within thirty (30) days, after execution thereof;
and on request of Lessor and without cost to the Lessor, Lessee shall furnish Lessor a copy of the
following, reports.- core record, core analysis, well completion, bottom hole pressure measurement,
directional survey records,, electrical and induction surveys and logs, gas and oil ratio reports,
paleontological reports pertaining to the paleontology of the formations encountered in the drilling of any
wells on the leased premises, and all. other reports, which pertain to the drilling, completing or operating of
the wells located on the leased premises. Such inf6ri-nation shall be solely for Lessor's use, and Lessor
shall in good faith attempt to keep same confidential for twelve(12)months after receipt.
C. Lessee shall advise Lessor in writing of the location of each well to be drilled upon the
leased premises or on land pooled therewith on or before thirty (30) days prior to commencement of
operations, and shall advise Lessor in writing the date of completion andJor abandonment of each well
drilled on the leased premises or on land pooled therewith within thirty (30) days after completion or
abandonment.
12.
PRESERVATION OF ECOLOGY OF IXASED PREMISES
Any overflows or releases affecting the leased premises, including, but not limited to, salt water,
mud, chemical, or oil shall be reported immediately to Lessor., Lessee shall not use any water in, on or
under the leased premises without the prior written consent of the Lessor.
13.
REMOVAL OF EQUIPMENT
Lessee shall have the right at any time during or within six (6) months after the expiration, of this
Lease but not thereafter) to remove all property and fixtures placed by Lessee on the leased premises,
including the right,to draw and remove all casing,except as to water wells as provided for in Paragraph 14(d).
17 OIL AND GAS LEASE-OAKLAND BLVD ROW
This paragraph shall not apply to eequippment or casing on or in an oil or gas well capable of producing in
paying quantities, but Lessee shall be paid reasonable salvage value for any such casing or equipment. It is
contemplated that Lessee may dri,11 across and-through lands covered by this agreement where production is
not obtained or ceases. Where the! casing or pipeline placed or laid through such non-producing lands is
necessary to the production of a well or wells located on other lands covered by this Lease, or lands pooled
therewith, it is expressly understood and agreed that Lessor will make no demand that such casing,pipelines
or other equipment necessary for the production of a well or wells drilled by Lessee be removed as long as
such casing, pipelines and other equipment is, necessary for the production of a producing well, or wells
drilled by Lessee.
14,
ASSIGNABILITY BY LESSEE
'this lease may be assigned in whole or in part by Lessee and the provisions shall extend to the
beirs, executors, administrators, successors and assigns of the parties hereto, provided, however, that any
such assignment by Lessee shall 'require the prior written consent of Lessor which consent shall not be
unreasonably withheld. All transfers by Lessee (including assignments, sales, subleases, overriding royalty
conveyances, or production payment arrangements)must be recorded in the county where the lease prenuses,
are located,, and the recorded transfer or a copy certified to byte County Clerk of the county where the
transfer is recorded must be delivered to the Lessor within sixty (60) days of the execution date. Every
transferee shall succeed to all rights and be subject to all obligations, liabilities, and penalties owed to the
Lessor,by the original Lessee or any prior transferee of the Lease, including any liabilities,to the Lessor for
unpaid royalties. No Such transfer shall release the Lessee or any subsequent transferor) from, any
obligation hereunder.
15.
NO WARRANTY
This Lease is given and granted without warranty of title, express or implied, in law or in equity.
Lessor agrees that Lessee, at Lessee's option, may purchase or discharge, in whole or in n part, any tax.)
18 OIL AND GAS LEASE-OAK-LAND BLVD,ROW
mortgage or other lien upon the ]eased premises and thereupon be subrogated to the right of the holder
thereof,, and may apply royalties accruing hereunder toward satisfying same or reimbursing Lessee. It is
also agreed that if Lessor o an interest in the oil and gas under the leased premises less, than the entire
fee simple estate therein, the royalties to be paid Lessor shall be reduced proportionately, but in no event
shall the shut-in royalty amount for a gas wet-I.,as provided for in Paragraph 10 hereof,be reduced.
16.
INDEMNITY
LESSEE SHALL EXPRESSLY RELEASE AND DISCHARGE, ALL CLAIMS,
DEMANDS, ACTIONS, JUDGMENTS, AND EXECUTIONS WHICH IT EVER HAD, OR NOW
HAS OR MAY HAVE., OR ASSIGNS MAY HAVE, OR CLAIM TIC 'HAVE. AGAINST THE
LESSOR OR ITS DEPARTMENTS, AGENTS, OFFICERS, SERVANTS, SUCCESSORS,
ASSIGNS, SPONSORS, VOLUNTEERS, OR EMPLOYEES, CREATED BY,, OR ARISING OUT
OF PERSONAL INJURIES, KNOWN OR UNKNOWN,AND INJURIES TO PROPERTY, REAL
OR PERSONAL. OR IN ANY WAY INCIDENTAL TO OR IN CONNECTION WITH THE,
PERFORMANC i E, OF THE WORK PERFORMED BY THE LESSEE6 THE LESSEE, SHALL
FULLY DEFEND, PROTECT, INDEMNIFY, AND HOLD HARMLESS THE LESSOR, ITS
DEPARTMENTS, AG'E, TS, OFFICERS, SERVANTS,EMPLOYEES, SUCCESSORS,1 ASSIGNS,
SPONSORS, OR VOLUNTEERS FROM AND, AGAINST EACH AND EVERY CLAIM,
DEMAND., OR CAUSE OF ACTION AND ANY AND ALL LIABILITY, DAMAGES,
OBLIGATIONS, JUDGMENTS, LOSSES, FINES, PENALTIES, COSTS, FEES, AND
EXPENSES INCURRED IN DEFENSE OF THE LESSOR, ITS DEPARTMENTS, AGENTS,
OFFICERS, SERVANTS, OR EMPLOYEES, INCLUDING, WITHOUT LIMITATION., THE
PAYMENT OF BONUS AND/OR ROYALTIES REGARDING OWNERSHIP OF THE
LESSOR'S MINERAL INTEREST OF THELEASED PREMISES WHICH MAY BE MADE OR
ASSERTED BY LESSEE, ITS AGENTS, ASSIGNS, OR ANY THIRD PARTIES ON ACCOUNT
19 01-L A.N'D GAS LEASE.--OA. AND BLVD ROW
li
OF, ARISING OUT OF, OR IN ANY WAY INCIDENTAL TO OR IN CONNECTION WITH
THE OWNERSHIP AND TITLE OF THE MINERAL INTEREST OF THE LESSOR UNDER
THIS LEASE,
THE LESSEE SHALL FULLY DEFEND, PROTECT, INDEMNIFY, AND HOLD
HARMLESS THE LESSOR, IT'S DEPARTMENTS, AGENTS, OFFICERS, SERVANTS,
EMPLOYEES, SUCCESSORS, ASSIGNS, SPONSORS, OR VOLUNTEERS FROM AND
AGAINST EACH AND EVERY CLAIM, DEMAND, OR CAUSE OF ACTION AND ANY AND
ALL LIABILITY, DAMAGES, OBLIGATIONS, JILTDGMENTS,, LOSSES, FINES, PENALTIES,
COSTS, FEES, AND EXPENSES INCURRED IN DEFENSE OF THE LESSOR, ITS
DEPARTMENTS, AGENTS, OFFICERS, SERVANTS, OR EMPLOYEES, INCLUDING,
WITHOUT LIMITATION, PERSONAL INJTJRIES AND DEATH IN CONNECTION
THEREWITH WHICH MAY BE MADE OR ASSERTED BY I-JESSEE, ITS AGENTS,, ASSIGNS,
OR ANY THIRD PARTIES ON ACCOUNT OF', ARISING OUT OF,, OR IN ANY WAY
INCIDENTAL TO OR IN CONNECTION WITH THE PERFORMANCE OF THE WORK
PERFORMED BY THE, LESSEE UNDER THIS LEASE.
THE LESSEE AGREES TO INDEMNIFY AND HOLD HARMLESS TI .:E LESSOR, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, SUCCESSORS, ASSIGNS, SPONSORS, OR
VOLUNTEERS FROM ANY LIABILITIES OR DAMAGES SUFFERED AS A RESULT OF
CLAIMS,, DEMANDS,, COSTS, OR JUDGMENTS AGAINST THE LESSOR, ITS
DEPARTMENTS, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES, CREATED BY
OR ARISING OUT OF THE ACTS OR OMISSIONS OT" THE LESSOR OCCURRING ON THE
DRILL SITE OR OPERATION SITE IN THE COURSE AND SCOPE OF INSPECTING AND
PERMITTING T:HIE GAS WELLS INCLUDING, BUT NO ' LIMITED TO, CLAIMS AND
DAMAGES ARISING IN WHOLE OR IN PART' FROM THE NEGLIGENCE OF: THE LESSOR
OCCURRING ON THE DRILL SITE OR OPERATION SITE IN THE COURSE ANID SCOPE
OF INSPECTING AND PERMITTING THE GAS WELLS, IT IS UNDERSTOOD AND
20 011,,.ANDG A S LEASE-OAKLAND BLVD ROW
AGREED THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION IS AN INDEMNITY
EXTENDED BY THE LESSEE TO INDEMNIFY AND PROTECT LESSOR AND/OR ITS
DEPARTMENTS, AGENTS, OFFICERS, SERVANTS, OR EMPLOYEES FROM THE
CONSEQUENCES OF THE, NEGI..JGENCE OF THE LESSOR AND/OR ITS DEPARTMENTS,
AGENTS, OFFICERS,, SERVANTS, OR EMPLOYEES, WHETHER THAT NEGLIGENCE IS
THE SOLE OR CONTRIBUTING CAUSE OF THE RESULTANT INJ-URY, DEATH, AND/OR
DAMAGE.
.. 4
INSURANCE
Lessee shall provide or cause to be provided 'the insurance described in the City of Fort Worth
Gas Ordinance for each well drilled under the terms of this Lease, such insurance to continue until the
well is abandoned and the site restored. Such insurance shall provide that Lessor shall be a co-insured,
without cost, and that said insurance can not be canceled or terminated without thirty (30) days prior
notice to Lessor and ten(10) days notice to Lessor for nonpayment of premiums.
18*1
RELEASES REQUIRED
Within thirty (30) days after the partial termination of this Lease as provided under any of the
to and provisions of this Lease, Lessee shall deliver to Lessor a plat showing the production units
designated by Lessee, copies of logs showing depths to be retained within each unit, and a fully executed,
recordable release properly describing by metes and bounds the lands and depths to be retained by Lessee
around each producing well. If this Lease terminates in its entirety, then Lessee shall deliver a complete,
fully, executed, recordable release to Lessor within thirty (30) days. If such release complies with the
requirements, of this section, Lessor shall record such release. If Lessee fails to deliver a release
complying with the requirements of this section within thirty (3 0) days after Lessor's demand therefore,
then Lessee shall pay Lessor an amount equal to Five Dollars ($5.00 per acre per day for each acre of the
leased premises that should have been released, beginning with the 3 th day after the date of' Lessor's
21 OIL AND GAS LEASE-OAKLAND BLVD ROW
request and continuing until such release has been executed and delivered to Lessor. It is agreed that
actual damages to Lessor for Lessee's failure to deliver such release are difficult to ascertain with any
certainty, and that the payments herein provided are a reasonable estimate Of Such damages and shall be
considered liquidated damages and not a penalty. Furthermore, Lessor is hereby authorized to execute
and file of record an affidavit stating that this Lease has expired and the reason therefor, and such
affidavit shall constitute prima facie evidence of the expiration of this Lease or any part of-this Lease.,
19.
NOTICES
A. Notifications Re aired. 'Lessee shall advise Lessor in writing of the location of each
well to be drilled upon the leased premises or on land pooled therewith on or before thirty(30),days prior
to commencement of operations, and shall advise Lessor in writing the date of completion and/or
abandonment of each well drilled on the leased premises or on land pooled therewith within thirty (3 0)
days after completion or abandonment. Such notice shall include furnishing the Lessor, a copy of the
applicable completion or plugging report filed with any governmental or regulatory agency and a plat or
map showing the location of the well on this Lease or lands pooled therewith.
Reports are also to be made monthly,, to include (1) name of well, total monthly production and
total product sales, and (2) lease activity report to include drilling, testing, ft'acing, completing, reworking,
recompleting, plugging back, repairing and abandonment of the well and (3) compliance with the
Minority/Women Business Enterprise(MWBE) Goal of % for]cases over 0 acres.
B. All notices, information,, letters, surveys, reports, material, and all other documents,
required or permitted to be sent to Lessor by Lessee shall be sent by certified United States mail,postage
prepaid,return receipt required, to the following address:
City of Fort Worth
Attention, Planning and Development Department
1000 Throckmorton Street
Fort Worth,Texas 76102
(,'A* All notices, required or permitted to be sent to Lessee by Lessor shall be sent to Lessee by
22 OIL AND GAS LEASE-OAKLAND BLVD ROW
certified United States mail,,postage prepaid,return receipt requested to the following address:
XT O Energy Inc.,
8 1,01 Houston Street
Fort Worth,Texas 76102-6298
D. Service of notices, and other documents,, hereunder is complete upon deposit of the mailed
material in a post office or official depository under the care and custody of the United States Postal Service,
in a postpaid,properly addressed,and certified wrapper.
E. Any party hereto shall have the right to change the name or address of the person or
persons required to receive notices,and other documents, by so notifying the other party in writing.
20.
BREACH BY LESSEE
Lessee shall conduct Lessee's operations in strict compliance with all of the terms and provisions of
this Lease and with all applicable local,, state and federal rules and the regulations of any regulatory body
having jurisdiction of such operations,including, but not limited to, all local, state and federal environmental
rules and regulations and applicable city ordinances.
In the event Lessor considers that operations are not, at any time, being,conducted in compliance
with this Lease, or any implied covenant of this Lease, Lessor shall notify Lessee in writing of-the facts
relied upon asconsfituting a breach of any express, or it covenant or obligation of Lessee hereunder
and, Lessee if in default, shall have sixty (60) days after receipt of such notice in which to commence,
compliance with its obligations hereunder. Failure on the part of Lessee to timely commence efforts to rectify
any such breach and to exercise diligence in remedying arty such breach shall operate as a forfeiture of this
Lease as to the portion thereof effected by such breach; provided that if Lessee, i I n good faith, disputes any
alleged grounds of breach set forth in such notice, Lessee may, within said sixty (60) day period, institute a
Declaratory Judgment Action in any District Court in a county where all or part of the said leased
premises are located questioning whether it has in fact breached any expressed or implied covenant of this
23 OIL AND GAS LEAS -OA KLAN D BLVD ROW
Lease, thereby staying any forfeiture during the pendency of such action. However, in the event that
Lessor obtains a final judicial ascertainment in any such proceeding that Lessee is in breach of any
covenant hereof,express or implied, then it is agreed that Lessor shall be entitled to a decree providing for
cancellation or forfeiture of the Lease in the event such breach is not rectified or coon-imenced in good faith
to be rectified by Lessee within thirty(30)days from date such decree becomes final.,
21.
WELL WAITING TO BE FRACED
Notwithstanding, anything to the contrary contained in this lease, at the option of Lessee, which may be
exercised by Lessee giving notice to Lessor, awell which has been drilled and Lessee intends to frac shall
be deemed a well capable of producing in paying quantities and the date such well is shut in shall be
when the drilling operations are completed.
22.
OFF LFASE/UNIrF DRILLSITE
As a result of land development in the vicinity of the lease premises, governmental rules or ordinances
regarding well sites,, and/or surface restrictions as may be set forth in this lease and/or other leases in the
vicinity, surface locations for well sites in the vicinity may be limited and Lessee may encounter
difficulty securing surface location(s) for drilling, reworking or other operations. Therefore, since
drilling, reworking or other operations are either restricted or not allowed on the lease premises or other
leases in the vicinity,, it is agreed that any such operations conducted at a surface location, off of the lease
premises, or off of lands with which the lease premises,are pooled in accordance with this lease, provided
that such operations are associated with a directional well for the purpose of drilling, reworking,
producing or other operations under the lease premises or lands, pooled therewith, shall for purposes of
this lease be deemed operations conducted on the lease premises. Nothing contained in this paragraph is
intended to modify an surface restrictions or pooling provisions, or restrictions contained in this lease,
except as expressly Stated,.
24 OIL.,AND GAS LEASE-OAKLAND BLVD ROW
23.
LOCATION OF DRILLING ACTIVITY,PIPELINES AND E_ IPMENT
No drilling or other activity shall be conducted on the surface of the leased premises and no
roads, electric lines, pipelines,pelines, equipment, or other structures shall be placed on the surface of the leased
premises.
24,
COMPLIANCE WITH LAWS
Lessee shall, comply with all applicable rules, regulations, ordinances, statutes and other laws in
connection with any drilling, producing or other operations under the terms, of this Lease, including,
without limitation, the oil and gas well regulations of the City of Fort Worth.
25,
CONFLICT OF INTEREST
Lessee represents,that Lessee; its officers and directors, are not employees or officers of the City
of Fort,Worth nor is Lessee (its fficers and directors)acting on behalf of any such of or employee of
the City of Fort 'Worth.
26,
TERMS
All of the terms and provisions of this Lease shall extend to and be binding upon the 'heirs,
executors, administrators, successors and authorized assigns of the parties hereto.
27*
ENT'IRIE AGREEMENT
This Lease states the entire contract between 'the parties, and no representation or promise, verbal
or written, on behalf of either party shall be binding unless contained herein, and this Lease shall be
binding upon each party executing the same, regardless of whether or not executed by all owners of the
above described land or by all persons above named as "Lessor"', and, notwithstanding the inclusion
above of other names as "Lessor", this term as used in this Lease shall mean and refer only to such parties
25 OIL AND GAS LEASE-OAKLAND BLVD,ROW
as execute this Lease and their successors in interest.
28.
CAPTIONS
The captions to the various 'paragraphs of the Lease are for convenience only, to be used
primarily to more readily locate specific provisions. They shall not be considered a part of the Lease, nor
shall they be used to interpret any of the Lease provisions.
291#
COUNTERPARTS
This Lease may be executed in multiple counterparts, each of which shall be deemed an original,
with the same effect as if the signature thereto and hereto were upon the same instrument.
30:.
INTERPRETATION
In the event of any dispute over the 'meaning or application of any provision of this Lease, this
Lease shall he interpreted fairly and reasonably, and neither more strongly for or against any party,
regardless of the actual drafter of this Lease.
31.
NO THIRD,PARTY RIGHTS
The provisions and conditions of this Lease are solely for the benefit of the Lessor and the
Lessee, and any lawful assign or successor of the Lessee and are not intended to create any rights,
contractual or otherwise, to any olther person or entity.
32.
SEVERAB11.411TY
If any provision of this Lease shall be held to, be invalid, illegal or unenforceable,, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
33,
VENUE AND JURISDICTION
If any action, whether real or asserted, at law, or in equity, arises on the basis of any provision of
26 OIL AND GAS LEASE ,OAK LAND BIND ROW
this Lease, venue for such action shall lie in state courts located in ]'arrant County, Texas or the United
States, District Court for the Northern District of Texas -- Fort Worth Division. This, Lease shall be
construed in accordance with the laws of the State of Texas.
34.
INDEPENDENT CONTRACTOR
It is expressly understood and agreed that Lessee shall operate as an independent contractor in
each and every respect hereunder and not as an agent, representative or employee of the Lessor. Lessee
shall have the exclusive right to control all details and day-to-day operations relative to this lease and all
Exhibits and shall be solely responsible for the, acts and omissions of its officers, agents, servants,,
emp,loyees, contractors, subcontractors, licensees and invitees. Lessee acknowledges that the doctrine of
respondeat superior will not apply as between the Lessor and Lessee, its officers, agents, servants,
employees, contractors, su'bcontr,actors, licensees and invitees,. Lessee further agrees that nothing in this
Lease will be construed as the creation of a partnership or joint enterprise between the Lessor and Lessee.
35.
GOVERNMENTAL POWERS
It is understood that by execution of this Lease, the Lessor does not waive or surrender any of it
governmental powers.
EXECUTED and�effective as of the date of the notarial acknowledgment of the Lessor"s exectition.
0
LESSOR,
CITY OF FORT WORTH
By
Fernando Costa
Assistant City Manager
OFFICIAL,RJECOItD
ATTEST: ................................
C#Ty SECRISTARY
FT. WOR11111s", TX
Sect
27 OIL AND GAS LEASE-OAKLAND BLVD ROW
APPROVED AS TO FORM ANID LEGALITY:
By-
Assistant City�"Xttorney
ACKNOWLEDGEMENT
THE STATE OF TEXAS, §
COUNTY OF TARRANT §
BEFORE ME, the undersigned, a Notary Public, on this day personally appeared Fernando Costa,
Assistant City Manager of the City of Fort Worth, a home-rule municipal corporation of the State of
Texas, known to me to be the person whose name is subscribed to the foregoing instrument and, that he
has executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day o: 2013.
aM
[SEA
Notary Public in and for the
"I exa s
State of Texas omrriissi
On Expires
:21,1101 it July 10, 2017
My Commission Expires:
Print Name of Notary Public Here
LESSEE: X ;Energy Inc.
By:
Date:
28 OIL AND GAS LEASE OAKLAND BLVD ROW
T
ACKNOWLEDGEMEN
T14E STATE OF TEXAS §
COIJNTY OF TARRANT §
BEFORE ME, the undersigned, a Notary Public, on, this day personally appeared
Edwin S. Ryan,Jr. on behalf of X1`0 Energy, Inc., known to me to be
the person whose name is subscribed to the foregoing instrument and, that he has executed the same for
the purposes and cogs idBrat ion therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 2013.
[SEAL,
Le Notary Public in and for the --
State of CKAAA F.WMS
I Nob"Pmc'6ft of Tem
M"M2016
My Colmmis,sion Expires-, 1W
Print Name of Notary Public Here
--------------
29 OIL AND GAS LEASE—OAKLAND BLVI)ROW
'E"XHIBIT' A
0.280 ACRES, MORE OR LESS, LOCATED IN THE WILLIAM DWARDS SURVEY, A-471,
TARRANT COUNTY, TEXAS, AND BEING A PORTION OF LOTS 157 16 AND 17, BLOCK 2y
SCENERY HILL ADDITION, ACCORDING TO THE PLAT RECORDED AT VOLUME 800,
PAGE 59 OF THE PLAT RECORDS OF TA COUNTY, TEXAS, AND BEING MORE
PARTICULARLY DESCRIBED IN THAT CERTAIN QUITCLAIM DEED, DATED, JANUARY 20,
1927, FROM W. B. MARTEL AND WIFE, EVA M. MARTEL, TO THE CITY OF FORT WORTH,
AS RECORDED AT VOLUME 969,1 PAGE, 37, OFFICIAL PUBLIC RECORDS,, TARRANT
COUNTY rEXAS.
(OAKLAND BLVD ROW)
30 OIL AND GAS LEASE-OAKLAND,BLVD R W
&C Review Rage I of 2
ROOM
COUNCIL ACTION Approved As Amended on 11/17/2009 -Amendmentlis HIghlighted In Yellow
ATE: 111/17/2009 REFSRENC E NO.: L-14889 LOG NAME 06 ADM IN
LEASES
CODEN- L TYPE: NON-CONSENT PUBLIC N
HEARING.-
SUBJECT.- Authorize Administrative Approval and Execution of Leases, for Natural Gas Drilling Under
City-Owned Properties of Five Acres or Less in Size
RECOMMENDATION:
It is recurnrnended, that the City Council authorize the City Manager to approve and execute leases
for natural gas dirill,ing under City-owned properties that are five ,acres or less in size.
DISCUSSION
Can January 18, 2007 (M&C, G 5588) Fort Worth City Council authorized the City Manager to
approve and execute leases for natural gas drilling under City-owned non-perk properties that are two,
acres or less in size.
From time to time, the City is asked' to lease isolated City-owned properties in various locations that
are five acres or less. City staff is recommending that gas leases for these properties he
administratively approved for natural gas drilling leases ,after evaluation of the gas company's drilling
plan, reputeti of financial' status, project team and compliance history by staff and the Comity's mineral
asset management consultant, l lidkiff Coil and Gas. The leases would he executed through an
internal administrative process involving the Planning and Development Department, the City
Attorney's Office and the City Manager's Office.
The purpose of this change is to allow staff to negotiate and, expedite processing of small leases in
order to ensure that the City is net excluded from units due to the time necessary for City Council
review.
Requirements and guidelines to he followed in determining eligibility for inclusion in the Administrative
Gas Lease Process are as follows
City owned property five acres or less-,
No surface use of any kind,
No identified ,adverse impact tol the surrounding neighbio,rhood,
Compliance with the pity's gals drilling erdlinance;
'inimuum bonus to he determilned by Current market rate"
Minimum royalty of 25 percent
The distribution of lease hems and royalties will he, in accordance with the revenue distribution
policy approved by the City Ceuincilt end
No M/WBE goal will he requiredl due to the size of the parcels
The lease will he presented to City Council for consideration prior to execution for any City owned
0JQ04iPQ'11SaQ1 PA--U properties under five acres if opposition to conversion is expressed by citizens in the
affected neighborhood or a Council, Member requests such consideration.
FISCAL II' FCC IVIATIC,II I/C ERTIFIC ATTIC I :
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M C Review Page 2 of
The Financial l'l anagement Services Director certifies that this action will have no materiel effect on
City funds.
O Fund/Account/Centers, FROM Fund/Account/Centers
Sub "Itted fm Citv Manager's Office b .- Fernando Costa (6 122)
OrM l r ating Department rtrr ent Head. Susan Alan's�
Additional Information ColnOct. Jean Per(8,367)
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ATTACHMENTS
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