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HomeMy WebLinkAbout73-88 RESOLUTION RESOLUTION NO. 73-88 c 1 'N E D A RESOLUTION APPROVING AN ASSIGNMENT OF LEASE FROM AIR MIDWEST, INC. TO INTERNATIONAL IMAGES, INC. FOR THE USE OF TWO HANGARS AT THE FAYETTEVILLE MUNICIPAL AIRPORT. BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVILLE, ARKANSAS: That the Board of Directors hereby approves an Assignment of Lease from Air Midwest, Inc. to International Images, Inc. for the use of two hangars at the Fayetteville Municipal Airport. A copy of said Assignment of Lease is attached hereto marked Exhibit "A" and made a part hereof. PASSED AND APPROVED this 18th day of October , 1988 . APPROVED By: Mitike 9 'I ' Mayor :r A'�T E,5.T. . r"r • r fel bar k `C, 11• err w 4 a f - 6IC4 ; 1441C �::EP261988 Consent to Assign Now on this _/ ) day of , 1988, the City of Fayetteville hereby grants to Air Midwest its permission to assign their lease to Air Midwest, Inc. 's Green and Tan Hangars at the Fayetteville Airport to International Images, Inc. , a Kansas corporation commencing on October 1, 1988 and terminating on October 1, 1999. The Hangars will be used as a paint shop and to carry on such other aviation related business activities. The City of Fayetteville hereby consents to the assignment of the above-described premises to International Images, Inc. by Air Midwest, Inc. upon the terms specified in the attached Agreement. AIR MID , IN CITY OF FAYETTEVILLE / N. /.. Name �_��®i.,.:J ..r "irkTitle tf, /, 4 .A"?.) Title Da e Sg+?' 1/f 9 Date / gO EXHIBIT A SEP 2 61988 VIA: FEDERAL EXPRESS September 23, 1988 Fayetteville Municipal Airport 4,1717 Attn: Dale Fredrick R Airport Manager Airport Department 113 W. Mountain Street Fayetteville, Arkansas 72701 Re: Air Midwest 's Assignment of the Green and Tan Hangars to International Images, Inc. Dear Dale: Please find enclosed a copy of the Assignment of Lease entered into between Air Midwset and International Images. This Assignment is .for the green and tan hangars currently leased to Air Midwest pursuant to a lease between the City of Fayetteville and Scheduled Skyways dated September 1, 1984 (herein referred to as "Lease"). The Assignment requires International Images to abide by all of the terms and conditions, financial and otherwise, set forth in the Lease for the hangars. Pursuant to Article IX of the Lease, Air Midwest would respectfully request the City of Fayetteville's consent to this Assignment, which pursuant to the Lease, the City is not to unreasonably withhold their consent. It is my understanding that both the City and the Trustee have already given their verbal approval to this Assignment and it is now merely a matter of formality to obtain the consent in writing from the Board. I have therefore enclosed a Consent of Assignment form which should be executed by the City of Fayetteville. In our previous conversation you indicated that there were some other documents mixed in with the Assignment of Lease that Darle Bowman delivered to you on September 21, 1988. I am not sure why you received these documents. In regards to what needs to be submitted to the City of Fayetteville for their approval, only the Assignment of Lease and the enclosed Consent of Assignment form should be submitted to the City. This should alleviate your concern for the "Format" of the Assignment. All of the excess documentation you received should not be attached to the Assignment of Lease, nor submitted to the City. This will make your presentation to the City of Fayetteville much less con— fusing, and the documents presented to them will conform to the way we handled our previous sublease transactions. If you have any questions concerning this matter, please feel free to contact my office. Your cooperation and consideration is sincerely appreciated. Very truly yours, N. Douglas Hope Legal Counsel/Properties and Contracts Administrator Enc. NDH/j s sir mivurEsr CORPORATE OFFICES/EXECUTIVE OFFICES F C S (3E6) 942-8 T/WlCH/TA, KANSAS 67277 r Ryan Aviation Corporation 1600 AIRPORT ROAD, MID-CONTINENT AIRPORT • WICHITA, KANSAS 67209 ale (316)942-0141 TELEX: 417 499 UNICOM 122.95 CABLE: RYAN AVIA September 28, 1988 0ls*% SEP Mr. James Pennington, City Manager City of Fayetteville 4500 S. School Fayetteville, Arkansas 72701 Dear Mr. Pennington: Ryan Aviation Corporation respectfully requests the Board of Director's review and approval of the enclosed Assignment of Lease between Air Midwest and International Images, Inc. With your approval, our intent is to begin aircraft paint operations on October 4, 1988. Operations will be conducted in the Air Midwest facility (formerly, Skyways) at Drake Field. Mr. Larry Manry of the First National Bank of Fayetteville has reviewed pertinent material concerning this operation and has no objections to the Lease Assignment. Mr. Doug Hope, Legal Counsel for Air- Midwest, has submitted a similar request to Dale Fredericks, Fayetteville Airport Manager. Mr. Darle Bowman will be the local manager of the facility. If you have any immediate questions, please feel free to contact him at (501) 442-7484 . Thank you in advance for your assistance and approval of this lease. I apologize for any delays in providing this written request. Sincerely, RYAN AVIATION CORPORATION Raymond E. Thomas Vice President/General Manager RT/ce Encl. cc: James N. McCord, City Attorney, Fayetteville Dale Fredericks, Airport Manager, Drake Field Larry Manry, Executive VP, First National Bank, Fayetteville ASSIGNMENT OF LEASE ./ This Assignment of Lease ("Assignment") is entered into on this day of . , 1988, by and between Air Midwest, Inc. a Kansas Corporation, hereinafter "Air Midwest" and International Images, Inc. , a Kansas Corporation, hereinafter "Images". The Parties agree as follows: 1. Recitals. Air Midwest is the sucessor in interest by merger to Scheduled Skyways, Inc. (hereinafter referred to as "Skyways"), to the rights and obli- gations of Skyways under a leasehold interest in two hangars and associated ramp and parking spaces at the Drake Field Airport in Fayetteville, Arkansas under a Lease Agreement, Guaranty and Indemnification Agreement , Mortgage of Leasehold, Bond Indenture and other associated agreements and documents set forth in Exhibit A hereto and entitled "Transcript of Proceedings" (the entirety of Exhibit A being referred to as the "Lease" herein) dated as of September 1, 1984, between and among the City of Fayetteville, Arkansas , as Lessor (hereinafter referred to as the "City"), Skyways, as Lessee and First National Bank, Fayetteville, Arkansas, as Trustee. All property leased and identified under the Lease is herein referred to as the "Leasehold". Whereas , Skyways entered into an agreement with the City on the 19th day of June, 1984, whereby the City agreed to issue bonds to construct the Leasehold for Skyways (hereinafter referred to as the "Bond Issue"). Whereas, pursuant to the Bond Issue, $330,000 of Industrial Development Revenue Bonds were issued to finance construction of the Leasehold and the City entered into the Lease with Skyways, whereby Skyways agreed to make "rental payments at least sufficient to pay the principal of, the premium, if any, and interest on the Bonds, together with all charges of any trustee and/or paying agent for the Bonds, together with such additional amounts as shall be negotiated and mutually agreed upon between the City and Skyways." 2. Assignment/Term. Subject to the terms and limitations of the Lease, Air Midwest hereby assigns the Lease on the Leasehold and its existing leasehold improvements, to Images for a term beginning on the wk day of SP��cn,.t,t,t , 1988, (hereinafter the "Assignment Date"), and ending on the termination or expiration of the Lease, specified in the Lease, and Images accepts the assignment as of the Assignment Date and throughout such specified term. This assignment shall be noncancellable. 3. Pro-Rations. All rentals, utilities , impositions and taxes and any insurance assumed by Images shall be pro-rated between the parties as of the Assignment Date. 4. Air Midwest Representations. Air Midwest represents and warrants that it is not in default under the Lease and that all payments and other obligations and duties imposed upon it under the Lease are either complied with or properly waived by the City. 5. Images ' Assumption. As of the Assignment Date, Images will comply with all provisions of the Lease, make all payments , and in all other respects, be - r Page 2 responsible as if it were the original lessee (or other terms identifying Air - Midwest) under the Lease. -As of the Assignment Date, Images further agrees to be responsible for all ground rents , utilities , personal and real estate taxes , insurance, assessments of any kind and all other obligations and payments that relate to the Leasehold and shall hold Air Midwest harmless therefrom. Images agrees to abide by and be bound by all of the terms and conditions and cove— nants of the "Lessee" (or other terms identifying Air Midwest) set forth in the Lease; The Lease is hereby incorporated by reference as though fully set forth herein and is made a part hereof. 6. Indemnity. Images agrees to defedftfrom loss ,harmless each and Midwest, claim officers, directors, employees and agents and demand of whatever nature, made on behalf of or by any person or persons , for any act or omission on the part of Images, its agents , servants , employees, suppliers, or contractors, and for any failure of Images to fulfill the obliga— tions of Section 5 above. It is the intention of the parties that Images shall, at all times , and under all circumstances, hold Air Midwest free and harmless from any accident or injury to person or property occuring on or after the Assignment Date on or about the Leasehold and from incidents arising out of Images' acts or omissions, except such as may be caused by Air Midwest, its agents, servants or employees. Air Midwest agrees to defend and to hold harmless Images, its officers, directors employees and agents from loss , from each and every claim and demand of whatever nature made on behalf of or by any person or persons, for any act or omission on the part of Air Midwest, its agents , servants, employees , suppliers, or contractors, and for any failure of Air Midwest to fulfill the obligations of Section 4 above. It is the intention of the parties that Air Midwest shall, at all times , and under all circumstances , hold Images free and harmless from any accident or injury to person or property occuring before the Assignment Date on the Leasehold or from incidents arising out of Air Midwest's acts or omissions, except such as may be caused by Images , its agents, servants or employees. 7. Insurance. In addition to complying with all provisions of the Lease regarding Insurance, Images will name Air Midwest as an additional insured any liability policies and as a coinsured, as its interests mayappear, on casualty policies required under the Lease or pertaining to the Leasehold. All policies of insurance shall provide that any loss shall be payable to Air Midwest, notwithstanding any act of negligence of Images which might other— wise result in a forfeiture of said insurance. Said policy or policies shall provide that they will not be invalidated or cancelled for any reason without thirty (30) days' written notice to Air Midwest and the Drake Field Airport Authority. Images shall furnish Air Midwest during the term hereof with proper certificate or certificates evidencing that such insurance is in force. 8. Approval. The parties agree that as a condition precedent to the effectiveness of this Assignment, the approval of the City must be obtained. 9. Default. In the event Images fails to fulfill any obligation pursuant to Section 5 above, Air Midwest may, at its sole option, cancel this Assignment by notice to Images and reassume the Lease. Any such cancellation shall not Page 3 '' relieve Images of any obligation occuring prior to the date of cancellation. Cancellation and reassumption shall be an additional remedy available to Air Midwest and shall not be in lieu of any other remedy available at law, equity or otherwise. 10. Conditions of Property Under Lease. Images represents that it has inspected and examined the Leasehold and accepts them in their present con- dition and agrees that Air Midwest shall not be required to make any further improvement or repair whatsoever to the Leasehold. 11. Images shall deliver to Air Midwest its quarterly and annual consolidated financial statements within thirty (30) days after completion thereof. 12. Notice. Any notice required or desired to be given under this Agreement may be personally served or given by mail. Any notice given by mail shall be deemed to have been served when forty-eight (48) hours shall have elapsed from the time when such notice was deposited in the United States Mail, registered and postage prepaid, addressed to the party to be served at the last address filed by such party with the other party. All notices to Air Midwest required by this Agreement shall be in writing addressed to Air Midwest , Inc. , 6810 West Kellogg, Wichita, Kansas 67209, Attention: Mr. Robert L. Priddy, President , and all communication to Images so required shall be addressed to International Images, Inc. , 1600 Airport Road, Wichita, Kansas 67209, Attention: Mr. Ronald D. Ryan, President. 13. Governing Law. This Lease Agreement shall be governed by the laws of the State of Kansas. IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly executed by their duly authorized officers on the date first above written. Air Midwest, Ic Internatiof 1 Imag , It B y;'-----..e-(22._,---.. .."2-1.s-4-'.---:i).1--C)°,..f2 By: --A . President resident%,_ - ---Nont, 11,_ if Citl:}tAJ/t i . Secretary retar STATE OF KANSAS ) ss: SEDGWICK COUNTY ) The foregoing instrument was acknowledged before me on / r, day of . �c .21 , 1988, by Robert L. Priddy, Ronald D. Ryan, Donna Schmidt and Jack Scott-Mein r . RENAF t, r,LOSsoN Not, ry Public La--? (7-e (2/a4-S-"1_ r M :: v."rio•:r "L'ile. Slate of Kane, ntr Arrd. Expire, My Commission ' - • - -' 's • Title: