HomeMy WebLinkAboutResolution Fort Worth Housing Finance Corporation (FWHFC) FWHFC-2016-15RESOLUTION NO. FWHFC-2016-15
A RESOLUTION RATIFYING THE SETTLEMENT OF ALL CLAIMS WITH
CHESAPEAKE ENERGY CORP., ET AL., RELATED TO THE LAWSUIT ENTITLED
FORT WORTH HOUSING FINANCE CORPORATION, FORT WORTH LOCAL
DEVELOPMENT CORPORATION, AND THE VILLAS OF EASTWOOD TERRACE,
LLC V. CHESAPEAKE ENERGY CORPORATION, CHESAPEAKE EXPLORATION,
L.L.C., TOTAL E&P (USA), INC., AND AUBREY K. MCCLENDON, IN HIS
CAPACITY AS GENERAL PARTNER OF ARCADIA RESOURCES, L.P., IN CAUSE
NO.352-272138-14, IN THE 352ND 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 real 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 (collectively, the "Leases"), are held by Chesapeake Energy
Corporation, Chesapeake Operating, Inc., Chesapeake Exploration L.L.C., Chesapeake
Operating, L.L.C. ("Chesapeake"), Total E&P (USA), and other lessees as either the original
lessee or as an assignee from the original lessee (collectively, the "Lessees");
WHEREAS, in 2013, the Corporation, the Company, and the Fort Worth Local
Development Corporation ("LDC"), filed suit as Cause No. 352-272138-14 (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 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 Corporation, the Company, and the LDC reached a Compromise
Settlement Agreement with Lawsuit defendants Total E&P and Total Gas & Power North
America, Inc. and that settlement was approved by the Board of the Corporation on behalf of the
Corporation and the Company on March 22, 2016 (Resolution No. F)vVHFC-2016-11);
RESOLUTION NO. FWHFC-2016-15
PAGE
WHEREAS, the Corporation, the Company, and the LDC have reached a Compromise
and Settlement Agreement ("Settlement Agreement") with the remaining defendants in the
Lawsuit;
WHEREAS, the Board of 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 of the Lawsuit, ratify and approve the execution of the Settlement Agreement by
Fernando Costa, the General Manager, on behalf of the Corporation, ratify and approve the
execution of the Settlement Agreement by Aubrey Thagard as Manager on behalf of the
Company, and ratify and approve all actions taken in connection with the acceptance and the
execution of the Settlement Agreement.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE FORT WORTH HOUSING FINANCE CORPORATION THAT:
1. The Board . ratifies and approves the settlement of Cause No. 352-272138-14 (the
"Lawsuit") and approves 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 Fernando Costa as
General Manager of the Corporation, and Aubrey Thagard as Manager of the Company,
to each execute and deliver any documents for and on behalf of the Corporation and the
Company, respectively, that are necessary to settle the Lawsuit and 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 respectively, 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 June 7, 2016.
FOR'.
ANCE CORPORATION