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Home My WebLink About2016/05/03-Agenda-AllianceAirport Authority (AAA) ALLIANCEAIRPORT AUTHORITY,INC. Agenda Tuesday,May 3,2016 2:45 P.M. Pre-Council Chamber, Second Floor,City Hall 1000 Throckmorton Street,Fort Worth,Texas 76102 Board of Directors Jungus Jordan, President Kelly Allen Gray, Director Dennis Shingleton, Director Salvador Espino,Vice President Gyna M. Bivens, Director Cary Moon, Director Ann Zadeh, Director Betsy Price, Director Zim Zimmerman, Director I. Call to Order II. Approve Minutes of August 18, 2015 Meeting III. Adopt Resolution Authorizing Execution of Documents Relating to Assignment of Oil and Gas Lease from Quicksilver Resources, Inc. to B1ueStone Natural Resources 11, LLC IV. Executive Session—The Board of Directors of AllianceAirport Authority, Inc. will conduct a closed meeting to: A. Seek the advice of its attorneys concerning legal issues related to any current agenda item, which are exempt from public disclosure under Article X, Section 9 of the Texas State Bar Rules, as authorized by section 551.071 of the Texas Government Code; B. Discuss the purchase, sale, lease or value of real property, as authorized by Section 551.072 of the Texas Government Code. Deliberation in an open meeting would have a detrimental effect on the position of the Corporation in negotiations with a third party; and C. Discuss or deliberate negotiations relating to any economic development negotiations, as authorized by Section 551.087 of the Texas Government Code. V. Adjourn This facility is wheelchair accessible. For accommodations or sign interpretive services, please call the City Manager's Office at 392-6143,48 hours in advance. CITY OF FORT WORTH,TEXAS CITY COUNCIL ALLIANCEAIRPORT AUTHORITY,INC. AUGUST 18,2015 Present: President Jungus Jordan Vice President Salvador Espino Director Betsy Price Director W.B. "Zim"Zimmerman Director Cary Moon Director Gyna Bivens Director Dennis Shingleton Director Kelly Allen Gray (Arrived at 4:45 p.m.) Director Ann Zadeh City Staff: Peter Vaky,Deputy City Attorney Jay Chapa,Assistant City Manager Mary Kayser, City Secretary Leann Guzman, Senior Assistant City Attorney I. Call to Order With a quorum of the directors present, President Jordan called the meeting to order for the Board of Directors of the AllianceAirport Authority, Inc., at 4:40 p.m. on Tuesday, August 18, 2015, in the Pre-Council Chamber of the Fort Worth Municipal Building, 1000 Throckmorton Street, Fort Worth, Texas. IL Approve Minutes of January 27,2015 Meeting Motion was made by Director Shingleton and seconded by Director Price to approve the minutes of the January 27, 2015, AllianceAirport Authority, Inc., meeting. Motion carried unanimously 8 ayes to 0 nays,with Director Allen Gray absent. III. Adopt Resolution Authorizing the Transfer of $1 Million to City of Fort Worth Maintenance Fund for Capital Maintenance at the Alliance Fort Worth Facility IV. Adopt Resolution Authorizing the Transfer of $1 Million of Excess Funds to the City of Fort Worth General Fund Mr. Jay Chapa, Assistant City Manager, advised that his presentation would pertain to agenda items III and IV. He provided a PowerPoint presentation titled, "AllianceAirport Authority", and reminded the Board that this property was formerly known as the American Airlines Maintenance Facility. He provided a description of the facility and noted that one area was leased by TAESL and another by GDC Technics. He added there was a current excess funds CITY OF FORT WORTH,TEXAS ALLIANCEAIRPORT AUTHORITY,INC. AUGUST 18,2015 Page 2 of 3 cash balance of$2,379,402.18 and that the Authority had no specific planned expenditures other than the actual audit. He further stated that the Authority continued to receive revenues from gas royalties associated with the property which were approximately $20k monthly for the last four months and that revenues had been as much as $62,000 in the past year. Mr. Chapa completed his presentation by recommending the Board approve a resolution authorizing transfer to the City of Fort Worth of$1.0 million to a capital maintenance fund for the Alliance Fort Worth Facility from excess funds, and approve a resolution authorizing transfer to the City of Fort Worth $1.0 million for general use from excess funds. Motion was made by Director Shingleton and seconded by Director Bivens to approve Resolution No. AAA-2015-08, Authorizing the Transfer of $1 Million to City of Fort Worth Maintenance Fund for Capital Maintenance at the Alliance Fort Worth Facility and Resolution No. AAA-2015-09, Authorizing the Transfer of$1 Million of Excess Funds to the City of Fort Worth General Fund. Motion carried unanimously 8 ayes to 0 nays, with Director Allen Gray absent. (Director Allen Gray assumed her place at the table.) V. Adopt Resolution Authorizing Expenditure of up to $30,000.00 to Pay for an Outside Audit by Deloitte LLP or an Affiliate and Authorizing Execution of Any Related Agreements Mr. Robert Sturns, Acting Director, Economic Development Department,presented a briefing on the audit. Mr. Aaron Bovos, Chief Financial Services Officer, provided clarification of the components of the audit. Motion was made by Director Zimmerman and seconded by Director Price to approve Resolution No. AAA-2015-10, Authorizing Expenditure of up to $30,000.00 to Pay for an Outside Audit by Deloitte LLP or an Affiliate and Authorizing Execution of Any Related Agreements. Motion carried unanimously 9 ayes to 0 nays. VL Adiourn With no further business before the Corporation Board, President Jordan adjourned the meeting of the AllianceAirport Authority, Inc., at 4:52 p.m. on Tuesday,August 18, 2015. These minutes approved by the AllianceAirport Authority, Inc., on the day of 2015. CITY OF FORT WORTH,TEXAS ALLIANCEAIRPORT AUTHORITY,INC. AUGUST 18,2015 Page 3 of 3 APPROVED: Jungus Jordan, President Minutes Prepared by and Attest: Mary J. Kayser, TRMC/MMC Secretary to the Corporation Board ALLIANCEAIRPORT AUTHORITY, INC. RESOLUTION RESOLUTION NO. AAA-2016- Authorizing Execution of Documents Relating to Assignment of Oil and Gas Lease from Quicksilver Resources, Inc. to BlueStone Natural Resources II, LLC WHEREAS, A1lianceAirport Authority, Inc. (the "Corporation") is an industrial development corporation created in 1989 to benefit the City of Fort Worth ("City"), to promote and develop new and expanded business enterprises in the City, to promote and encourage employment, and otherwise to benefit the public welfare in accordance with the Development Corporation Act of 1979,as amended; and WHEREAS, in May 2011, the Corporation entered into an Oil and Gas Lease with Quicksilver Resources, Inc. ("Quicksilver") for exploration and development of minerals under a portion of the Corporation's property, with a memorandum of such lease being on file in the records of Denton County as Instrument Number 2011-42422; and WHEREAS, on March 17, 2015, Quicksilver and certain affiliates filed voluntary petitions for relief under Chapter I I of title I I of the United States Code (the "Chapter I I Cases") in the United States Bankruptcy Court for the District of Delaware (the 'Bankruptcy Court"); and WHEREAS, on January 22, 2016, Quicksilver entered into an asset purchase agreement with BlueStone Natural Resources II, LLC ("BlueStone") for transfer of substantially all of Quicksilver's U.S. oil and gas assets, including the Corporation's lease; and WHEREAS, Quicksilver and BlueStone have requested the Corporation consent to assignment of the lease in accordance with the asset purchase agreement approved by the Bankruptcy Court. NOW, THEREFORE, BE IT RESOLVED by the Corporation's Board of Directors that: 1. The Board of Directors hereby authorizes execution of a consent to assignment of the lease in substantially the form attached hereto; and 2. The Corporation's Secretary is authorized and directed to certify adoption of this Resolution. Adopted this day of 2016. ATTEST: By: Ronald P. Gonzales, Corporate Secretary CONSENT TO ASSIGNMENT OF ALLIANCEAIRPORT AUTHORITY, INC. CONTRACTS This Consent to Assignment of AllianceAirport Authority, Inc. Contracts ("Consent") is made and entered into by and among the AllianceAirport Authority, Inc., a Texas industrial development corporation (the "Authority"); Quicksilver Resources, Inc., a Delaware corporation, and its U.S. subsidiaries (collectively, "Assignor" or "Company"); and B1ueStone Natural Resources II,LLC, a Delaware limited liability company ("Assignee"'). The following introductory provisions are true and correct and form the basis of this Consent: A. The Authority and Company are parties to those agreements listed in Exhibit "A" (collectively the "Leases"), which are mineral leases pertaining to certain Authority property. All Leases are public documents on file in the Deed Records of Tarrant or Denton County, Texas. B. On January 22, 2016, Company entered into an Asset Purchase Agreement with Assignee for transfer of substantially all of the Company's U.S. oil and gas assets, including the Leases, to Assignee with such transfer to occur as of the "Effective Time" as defined in the Asset Purchase Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Authority,Assignor, and Assignee and agree as follows: 1. The Leases identified in Exhibit "A" are incorporated herein by reference for all purposes. 2. Subject to and conditioned on Assignee's covenant and agreement to assume and faithfully perform all duties and obligations of Company under the Leases as of the Effective Time, the Authority hereby consents to assignment from Assignor to Assignee of all right, title, and interest of Company in the Leases, effective as of the Effective Time. 3. Assignee hereby covenants and agrees that, as of the Effective Time, Assignee will assume and faithfully perform all duties and obligations of Company set forth in the Leases. 4. Both Assignor and Assignee hereby agree and acknowledge that they shall be jointly and severally liable to the Authority for each and every duty and obligation of the Company under the Leases prior to the Effective Time. 5. The Authority does not adopt, ratify, or approve the particular provisions of any written or oral agreement or understanding that may have been made or reached by and between Assignor and Assignee as part of or in regard to the Asset Purchase Agreement. The Authority does not grant any right, privilege, or use to Assignee that is different from or more extensive than any right, privilege, or use granted to Company pursuant to the Leases. In the event of any conflict between the Leases and the Asset Purchase Agreement, the Leases shall control as between the Authority on the one hand and Assignor and Assignee on the other. Consent to Assignment of AllianceAirport Authority Contracts Page 1 of 3 6. Notices required pursuant to the provisions of the Leases shall be conclusively determined to have been delivered when hand-delivered or mailed by United States Mail, postage prepaid,return receipt requested, addressed as follows: To Assignor: To Assignee: Quicksilver Resources Inc. BlueStone Natural Resources II, LLC Attn: Law Department Attn: Land Department 777 W. Rosedale St. 2100 S. Utica, Suite 200 Fort Worth, TX 76104 Tulsa, OK 74114 EXECUTED as of the latest date below each signature, but to be effective as of the Effective Date: ASSIGNOR ASSIGNEE Quicksilver Resources,Inc., BlueStone Natural Resources II,LLC A Delaware Corporation: a Delaware Limited Liability Company By: By: Name: Glenn Darden Name: John Redmond Title: President and Chief Executive Officers Title: President and Chief Executive Officer Date: Date: AllianceAirport Authority,Inc.: By: Date: ATTEST: By: Ron Gonzales, Board Secretary APPROVED AS TO FORM AND LEGALITY: By: Consent to Assignment of AllianceAirport Authority Contracts Page 2 of 3 QRI Number Deed# Document Type Date TX1210051.01 2011-42422 (Denton County) Oil and Gas Lease, Memorandum May 2011 Consent to Assignment of AllianceAirport Authority Contracts Page 3 of 3