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HomeMy WebLinkAbout162-11 RESOLUTIONRESOLUTION NO. 162-11 A RESOLUTION TO APPROVE A ONE YEAR LEASE WITH SOUTHWIND HOSPITALITY, LLC FOR THE BOTTOM LEVEL OF THE MEADOW STREET PARKING DECK FOR $4,450.00 PER MONTH; AND TWO SEVEN YEAR AUTOMATIC RENEWALS FOR THE FIRST AND THIRD LEVELS FOR $8,900.00 PER MONTH BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the attached Lease of Meadow Street Parking Deck, Levels 1 and 3, to Southwind Hospitality, LLC in the monthly amount of $4,450.00 for level one only in the first year and in the monthly amount of $8,900.00 for levels 1 and 3 for the first and second seven year renewals. Section 2: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to execute this Lease. PASSED and APPROVED this 6th day of September, 2011. APPROVED: ATTEST: SONDRA E. SMITH, City Clerk/Treasurer Don Marr & Sharon Waters Submitted By City of Fayetteville Staff Review Form City Council Agenda Items and Contracts, Leases or Agreements 9/6/2011 City Council Meeting Date Agenda Items Only Parking Division Division Action Required: Transportation Services Department A Resolution to approve a one year lease agreement with Southwind Hospitality, LLC for the Meadow Street Parking Deck for 89 spaces in the first level of the Fayetteville Municipal Parking Garage located at 25 E Meadow Street, and two additional seven (7) year extensions for 178 spaces at $50.00 per space. (53,400.00) Cost of this request 2130.0913.4426.10 Account Number Project Number Budgeted Item Category ! Project Budget $ Parking Deck Revenue Program Category / Project Name Parking Mangement Funds Used to Date Program 1 Project Category Name Off Street Parking Remaining Balance Fund Name Budget Adjustment Attached DeP rrient Director City Attorn S-') s - 1 I Previous Ordinance or Resolution # Date Original Contract Date: - Original Contract Number: Date Fina and Internal Services Director 1 Dtle OLY:fr D 4V), ie D to .,8-23-11 P12:37 RCVD Received in City Clerk's Office , f CirCK , Comments: Revised January 15, 2009 Wreville, City Council Agenda Memo City Council Meeting Date: September 6. 2011 To: Mayor and Members of the City Council Thru: Mayor Jordan From: Don Marr, Chief of Staff&2) Sharon Waters, Parking and Telecom Manager Date: 8/23/2011 Subject: Resolution Approving Parking Lease Agreement with Southwind Hospitality LLC Recommendation: City staff recommends the approval of a Parking Lease Agreement with Southwind Hospitality LLC for a term of one (1) year — 89 parking spaces in the first level of the Municipal Parking Garage located at 25 E Meadow Street, with two automatic annual renewals each for a period of seven (7) additional years for 178 parking spaces on the first and third level of the Municipal Parking Garage located at 25 E Meadow Street. Background: The City was approached by Southwind Hospitality LLC with interest to enter into a long term lease with the City of Fayetteville. Southwind Hospitality LLC must secure a parking agreement in order to finalize banking requirements and secure funding for the purchase and renovation of the old Cosmopolitan Hotel. Ozark Asset Management Group, Inc. received a newly revised lease for only the first floor of the municipal deck at the time they took over operation of the facility through receivership. The Council approved that lease in August of 2010. The new owners are scheduled to close on the purchase and financing transaction on or around September 13, 2011. The lease must be finalized by closing Discussion: In the new Lease Agreement, 89 spaces on the first level of the municipal deck will be rented beginning October 1St, 2011 for $50.00 per space. The deck will remain open to all individuals who wish to utilize the parking. After one year, Southwind Hospitality LLC has the right to renew the lease for an additional seven (7) years at $50.00 per space for 178 spaces located on the first and third floors of the Municipal Deck. The spaces are to be used primarily by their hotel guest who have access into the garage with access cards provided by the hotel. The general public may also use this parking area by paying $4.00 upon entry pending availability. The city staff retains service and control of all parking equipment and revenue control machines. The hotel will lease the parking garage and retain all parking revenues collected from the machines. This is the same agreement that the City currently has with the Fayetteville Town Center, and the current tenants Ozark Asset Management Group Inc. 113 West Mountain 72701 (479) 575-8323 accessfayetteville.org TDD (Telecommunications Device for the Deaf) (479)-521-1316 Budiet Impact: The first year of the lease, is a lease for 89 spaces on the first level of the Municipal Deck rented for $50.00 per space per month. This will generate $53,400 in parking revenues per year. If the City Council approves the lease and Southwind Hospitality LLC renews the lease for an additional seven (7) years, the City will generate $106,800 annually, based on leasing the first and third floors of the municipal deck at $50.00 per space for 178 spaces. 113 West Mountain 72701 (479) 575-8323 accessfayetteville.org TDD (Telecommunications Device for the Deaf) (479)-521-1316 RESOLUTION NO. A RESOLUTION TO APPROVE A ONE YEAR LEASE WITH SOUTHWIND HOSPITALITY, LLC FOR THE BOTTOM LEVEL OF THE MEADOW STREET PARKING DECK FOR $4,450.00 PER MONTH; AND TWO SEVEN YEAR AUTOMATIC RENEWALS FOR THE FIRST AND THIRD LEVELS FOR $8,900.00 PER MONTH BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the attached Lease of Meadow Street Parking Deck, Levels 1 and 3, to Southwind Hospitality, LLC in the monthly amount of $4,450.00 for level one only in the first year and in the monthly amount of $8,900.00 for Ievels 1 and 3 for the first and second seven year renewals. Section 2: That the City Council of the City of Fayetteville, Arkansas hereby authorizes Mayor Jordan to execute this Lease. PASSED and APPROVED this 6th day of September, 2011. APPROVED: ATTEST: By: By: LIONELD JORDAN, Mayor SONDRA E. SMITH, City Clerk/Treasurer KIT WILLIAMS FAYETTEVILLE CITY ATTORNEY JASON B. KELLEY Assistant City Attorney Judy Housley Office Manager Phone (479) 575-8313 FAX (479) 575-8315 IDD (479) 521-1316 August 23, 2011 Mr. Ike Thrash Southwind Hospitality, LLC 5998 Place Blvd. Hattisburg, MS 39402 Dear Ike: lretrilyle ARKANSAS 113 W. Mountain, Suite 302 Fayetteville, AR 72701-6083 Enclosed is the original Lease of Meadow Street Parking Deck which is changed as you requested to require that the private parking "revenue shall be reimbursed to Southwind Hospitality within thirty (30) days of receipt of monies collected." Please sign this original and have your signature witnessed. Please also print your "Title" where indicated. Then return this to me ASAP. We will substitute this original for the e-mailed back copy in the Final Agenda Packet for the Aldermen. You will get a fully executed copy when approved by City Council Resolution and signed by the Mayor and City Clerk. With kindest r KIT WILLIAMS Fayetteville City Attorney ards, KW/jh Enclosure cc: Mayor Jordan Don Marr, Chief of Staff LEASE OF MEADOW STREET PARKING DECK Levels 1 and 3 This Agreement, made and entered into this _ jP' day of 2011, by and between the City of Fayetteville, Arkansas, a Municipal' Corporation, 113 W. Mountain St., Fayetteville, Arkansas, and Southwind Hospitality, LLC 5998 Place Blvd. Hattiesburg, MS 39402. WITNESSETH: The City of Fayetteville, for and in consideration of the rents hereinafter reserved and of the covenants and agreements hereinafter set forth to be kept and performed by Southwind Hospitality agrees to lease the premises as later described to Southwind Hospitality, LLC, and Southwind Hospitality, LLC agrees to pay rents set forth below and to lease from the City of Fayetteville, portions of the Meadow Street Parking Deck on that parcel of land situated in the County of Washington and State of Arkansas, and more particularly described as: Eighty-nine (89) parking spaces located in the first level and eighty- nine (89) parking spaces located on the third level of the Meadow Street Parking Deck located upon real property more particularly described as: A part of Block numbered Fifteen (15) in the original plat of the City of Fayetteville, Arkansas, described as follows: Beginning at a point 127 feet west of the northeast comer of said Block Fifteen; and running thence west 177 feet; thence south 206 feet; thence east 177 feet; thence north 206 feet to the place of beginning. Said parcel of land and parking spaces may be hereinafter referred to as the "Leased Premises". 1. Term of Lease. The initial term of this Lease shall commence on October 1, 2011 after the execution of the lease by both parties and shall be for a period of one (1) year and cover only the first level with 89 parking spaces at $50.00 per month each or $4,450.00 per month. There shall be two automatic annual renewals, each for a period of seven (7) additional years. For each of the seven (7) year extensions Southwind Hospitality will lease 178 parking spaces at $50.00 per month on the first and third levels of the Meadow Street Parking Deck for a total monthly rental of $8,900.00. 2. Right of First Refusal. If at any time during the term of this Lease the City of Fayetteville receives an acceptable bona fide offer to purchase the Leased Premises, or any part thereof, the City of Fayetteville shall submit a written copy of such offer to Southwind Hospitality giving Southwind Hospitality thirty (30) days within which to elect to meet such offer. 3. Parking Spaces. This Lease shall be for the entire first level of the Leased Premises consisting of eighty-nine (89) parking spaces of the Fayetteville Municipal Parking Deck located at 25 E. Meadow Street for the term of the first 1 year lease. This lease shall cover the first and third levels (178 parking spaces) for years 2-15. 4. Rent. Southwind Hospitality shall pay to the City of Fayetteville as rent for the Leased Premises the following: a. The sum of fifty dollars ($50.00) per month per parking space (89) rented on the first level of the Leased Premises which monthly total shall be Four Thousand Four Hundred Fifty Dollars ($4,450.00). b. The sum of fifty dollars ($50.00) per month per parking space rented (89) on the third level of the Leased Premises which monthly total shall be Four Thousand Four Hundred Fifty Dollars ($4,450.00). c. The monthly rental shall be payable in consecutive monthly installments payable in advance on or before the first day of every calendar month. 5. Deposit. Southwind Hospitality shall pay to the City of Fayetteville a deposit in advance equal to one (1) months rent. Deposit must be paid to the City of Fayetteville within ten (10) business days upon execution of this Agreement. Upon termination of this Agreement, the deposit shall be applied to any outstanding balance due and the remainder returned to Southwind Hospitality within forty-five (45) days after termination of Agreement. 6. Use. Southwind Hospitality and their subtenant or occupants shall have the right to use the Leased Premises for parking only; any other use of the Leased Premises must be pre -approved by the City of Fayetteville and shall meet all present and future building codes, zoning and other laws. 7. Repairs. The City of Fayetteville shall, during the term of this Lease and any renewal or extension thereof, at its sole expense, keep the Leased Premises in as good order and repair as it is at the date of the commencement of this Lease, reasonable wear and tear and damage by accidental fire or other casualty not within the control of City of Fayetteville excepted. Southwind Hospitality shall not knowingly commit or willfully permit to be committed on the Leased Premises any waste, damaging act or thing contrary to the rules and regulations prescribed from time to time by either federal, state or municipal authority. 8. Casualty. If at any time the Leased Premises or the building which forms the principal component of the Leased Premises should be damaged by fire or any major casualty which is not the fault of Southwind Hospitality and the cost of repairing the damage does not exceed 35% of the value of the Meadow Street Parking Deck, then the City of Fayetteville shall as soon as reasonably practical repair the damage caused by said fire or other casualty. If, however, the damage should exceed 35% of the value of the Meadow Street Parking Deck, the City of Fayetteville shall have the option of either repairing said premises or terminating this Lease as of the date of said fire or other casualty by giving notice to Southwind Hospitality within thirty (30) days after said date. If the damages should render the Leased Premises untenantable for the use of Southwind Hospitality's business as set forth herein, the rental from the date of said fire, or any major casualty not the fault of the Southwind Hospitality, to the date of the completion of the restoration of the premises shall beabated, such abatement being figured on a pro rata basis of the rentals. In the event the damage should exceed 35% of the value of the Meadow Street Parking Deck and the City of Fayetteville makes the decision not to repair the Leased Premises such a decision must be submitted in writing to Southwind Hospitality. Upon receipt of the notice from City of Fayetteville, Southwind Hospitality has thirty (30) days to elect either, or both, of the following options: a. To purchase the entire Leased Premises from City of Fayetteville at its then fair market value and/or, b. To repair the Leased Premises as Southwind Hospitality's sole and exclusive expense with all terms of the Lease Agreement, except for abatement of rent provided for herein, continuing in effect. 9. Liehtine and Painting. City of Fayetteville shall, during the term of this Lease and any renewal or extension thereof, at its sole expense, keep, in the same manner as it is as of the date of the commencement of this Lease, the Leased Premises lighted, and all parking spaces properly striped and the premises painted. 10. Parking Equipment. City of Fayetteville shall, during the term of this Lease and any renewal or extension thereof, at its sole expense, provide revenue control and access equipment for the Leased Premises. This equipment shall include parking gates, parking card readers, and automatic revenue control machines located at the entrance of the parking deck. 11. Parking Management Services. The City of Fayetteville shall provide services to manage the municipal parking deck located directly east of the Cosmopolitan Hotel. This service shall include the following: a. Provide parking revenues and access control equipment for Leased Premises. b. Program parking cards and distributing them to Southwind Hospitality; activate and deactivate parking cards as requested by Southwind Hospitality. c. Provide routine maintenance on gates, card readers, revenue control machines, etc. Expenses incurred for maintenance on equipment shall be borne by the City of Fayetteville, unless damages for required repairs were directly caused by Southwind Hospitality and/or its employees. d. Provide a minimum of four (4) hours of cleaning services per week; cleaning services include sweeping; blowing; vacuuming; spot washing of soft drinks, mud, or other spills; and the emptying of trash containers into the dumpster. e. Retrieve revenues from revenue control machines at least once per month. f. Frequently service the revenue control machines to ensure change hoppers have sufficient coins to make change to customers. City staff will take sufficient amount of money from the revenues collected in order to purchase enough quarters and dollar coins to keep revenue machines fully operational. One hundred percent (100%) of the revenues collected, less monies used to replenish quarter and dollar coin hoppers, will be deposited into the City's account; a check will be issued to Southwind Hospitality for one hundred percent ( 100%) of the total revenues, less monies used to replenish quarter and dollar coin hoppers and/or cost to replenish parking cards. This revenue shall be reimbursed to Southwind Hospitality within thirty (30) days of receipt of monies collected. g. Provide accounting of all revenues received through the revenue control machines on a monthly basis; provide audit statements of revenues collected to Southwind Hospitality on a monthly basis. h. All expenses incurred for the purchase of equipment and supplies for the operations of the deck shall be borne by the City of Fayetteville. All purchases shall be initiated by the City of Fayetteville. The City agrees to allocate parking cards only to Southwind Hospitality's and employees of the Parking Management Division for purposes of executing parking services. j. Southwind Hospitality may reallocate parking cards to a second party as they deem necessary; however, Southwind Hospitality may not resell parking spaces for a greater amount than that paid by Southwind Hospitality to the City of Fayetteville as set forth in this contract except that Southwind Hospitality is free to charge its hotel guests whatever parking fee it determines is appropriate. 4 12. Tenant Responsibilities. Southwind Hospitality shall provide the following: a. Reimburse the City of Fayetteville for cost of all parking cards provided for access into the Leased Premises. The City of Fayetteville shall bill Southwind Hospitality for all parking cards issued to Southwind Hospitality at the actual cost of the cards plus applicable sales tax. The City of Fayetteville shall have the option to bill Southwind Hospitality for this cost, or may deduct the cost directly from the money collected from the revenue control machines. If invoiced, Southwind Hospitality shall submit payment within thirty (30) days of invoice date to the City of Fayetteville. b. Provide advance notification to the City of Fayetteville and post signage at the Leased Premises at least forty-eight (48) hours in advance prior to any parking area closure on Leased Premises. c. Provide advance notification at least forty-eight (48) hours in advance to the City of Fayetteville when gates need to be programmed to open/close for special events or any other reason. d. Provide advance notification at least forty-eight ( 48) hours in advance to the City of Fayetteville when additional parking cards need to be issued and/or programmed. 13. Insurance. Southwind Hospitality shall be solely responsible for insuring its interests in the Leased Premises and improvements for its protection. 14. Taxes. The City of Fayetteville shall pay all real estate taxes and special assessments, if any, during the term of the Lease. 15. Utilities/Janitorial. The City of Fayetteville shall pay for all utility service and janitorial service in the Leased Premises. 16. Nuisance. Southwind Hospitality covenants and agrees not to use or allow the Leased Premises to be used for any purpose or in any manner which would constitute or create a nuisance, which would constitute waste, which would interfere with the lawful rights of owners or occupants of adjoining property or which would in any way be contrary to the law, ordinances, orders, rules, regulations or requirements of the federal, state, county or municipal governments or any department, board or bureau thereof. Southwind Hospitality further agrees to promptly comply with the requirements of any of the aforesaid authorities with reference to the installation, erection, construction, use, repair or modifications or any improvements situated upon the Leased Premises during the term of this Lease. 17. Holding Over. Any occupancy by Southwind Hospitality of the Leased Premises beyond the expiration of this Lease as herein provided shall be a tenancy from month to month. S 18. Notices. All notices, demands and requests provided for or permitted to be given under this Agreement must be in writing and shall be deemed to have been properly given or served by depositing the same in the United States Mail, addressed to the City of Fayetteville or to Southwind Hospitality, as the case may be, prepaid and certified mail, return receipt requested, at the party's last known address. All notices, demands and requests shall be effective seventy-two (72) hours after being deposited in the United States Mail. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice, demand or request. Either party shall have the right from time to time and at any time upon at least ten (10) days written notice thereof, to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America. 19. Legal Representatives, Successors and Assigns. It is further covenanted and agreed by and between the City of Fayetteville and Southwind Hospitality, that all covenants, agreements, provisions, conditions and undertakings in this Lease contained shall extend to and be binding upon the heirs, executors, successors and assigns of the respective expressed, and shall be construed as covenants and conditions running with the land and the reversion; and that wherever in this Lease reference is made to either the City of Fayetteville or South wind Hospitality , it shall be held to include and apply to (wherever and whenever applicable) the heirs, executors, successors, personal or legal representatives and assigns of the City of Fayetteville or Southwind Hospitality, the same as if in each and every case so expressed. 20. Condemnation. If during the term of this Lease, or any renewal thereof, all or substantially all of the Leased Premises shall be taken or condemned by a competent authority for any purpose or use, then the Lease shall terminate immediately after the vesting of title in such authority and rent shall be paid to and adjusted as of that day. The term "all or substantially a11" shall be deemed to mean a taking of all of the Leased Premises or a taking of such portion of the Leased Premises that Southwind Hospitality cannot reasonably operate in the remainder in substantially the same manner as before. 21. Right Upon Default. The City of Fayetteville may declare Southwind Hospitality in default and terminate this lease if Southwind Hospitality shall do any of the following: a. Default in the payment of any installment of monthly rent and continue in default for thirty (30) days after the City of Fayetteville gives Southwind Hospitality written notice specifying the default; or b. Fail to timely pay monthly rental payments for two (2) or more months during any consecutive twelve (12) month period during the term of this lease may, at the discretion of the City of Fayetteville, constitute default; or c. Default in any other covenant of Southwind Hospitality in this Lease and fail to commence (subject to unavoidable delay) to take reasonable steps to remedy such default within twenty (20) days after the City of Fayetteville gives Southwind Hospitality written notice specifying the default. d. Upon the occurrence of any default that has not been fully and timely remedied, the City of Fayetteville may terminate this Lease upon ten (10) days written notice of its intent to so terminate, provided the termination shall not be allowed if either of the following provisions are complied with during the notice period or at any prior time: Southwind Hospitality proceeds to cure the default or takes reasonable remedies to cure the default; or ii. Southwind Hospitality contests the amount claimed to be due or any other item for which an amount could be estimated (definite or estimated), and Southwind Hospitality deposits the contested amount in an escrow account with instructions to the escrow agent to disburse the amount in accordance with the written, agreement of Southwind Hospitality and the City of Fayetteville or in accordance with the order of a court exercising jurisdiction over the controversy. 22. Termination. Neither party may terminate this agreement without consent of the other party unless the other party has committed a default. If the City of Fayetteville sells this parking garage to a third party, this lease and all extensions of this lease must be assigned with the sale. 23, Assignability. Southwind Hospitality shall not, without the written consent of City of Fayetteville, assign this Lease, or any rights there under, or sublet any part of the Leased Premises, provided however, Southwind Hospitality is authorized to assign this Lease as part of any sale of the hotel that is located adjacent to the Leased Premises provided that, at the time of the closing of the sale, the purchaser agrees to continue to operate the purchased improvements as a hotel. Upon any approved assignment of this lease by Southwind Hospitality in which its assignee agrees to be bound by all terms of this Lease, Southwind Hospitality shall be released and discharged from any further obligations or liabilities it has hereunder and any assignee of Southwind Hospitality shall have all rights belonging to Southwind Hospitality under this Lease. 24. Entire Agreement. All previous negotiations and understandings between the City of Fayetteville and Southwind Hospitality, or their respective agents and employees, with respect to the Lease Agreement set forth herein are merged in this Lease Agreement which alone fully and completely expresses the parties' rights, duties and obligations. 25. Amendments. No waivers, alterations or modifications of this Lease shall be valid unless written upon or attached to the fully executed copies of this Lease and further executed by both the City of Fayetteville and Southwind Hospitality herein. 26. Sinding. This Lease shall be binding upon the parties and upon their heirs, successors and assigns. This Lease shall be construed under the laws of the State of Arkansas. IN WITNESS WHEREOF, the City of Fayetteville and Southwind Hospitality have executed this Agreement on or as of the date first written above. SOUTHWIND HOSPITALITY, LLC, an Arkansas limited liability company CITY OF FAYETTEVILLE, ARKANSAS ,44111 4/hc,l,L `f tle j Witness: Attest: BY: 1ls4 k rive4 S Ve By: b�M > 6 . grmi, (Printed Name and Title) SO DRA E. SMITH, City Clerk {llll551Jlt�,,' • FAYETI-EVI LLE • • LEASE OF MEADOW STREET PARKING DECK Levels 1 and 3 This Agreement, made and entered into this day of 2011, by and between the City of Fayetteville, Arkansas, a Municipal 'orporation, 113 W. Mountain St., Fayetteville, Arkansas, and Southwind Hospitalit , LLC 5998 Place Blvd. Hattiesburg, MS 3'402 WITNESSETH: The City of Fayetteville, for of the covenants and agreements Southwind Hospitality agrees to le Hospitality, LLC, and Southwind Ho and to lease from the City of Fayettevil on that parcel of land situated in the Cou more particularly described as: d in consideration of the hereinafter set forth e the premises itality, LLC , portio of ents hereinafter reserved and to be kept and performed by as later described to Southwind grees to pay rents set forth below of the Meadow Street Parking Deck ashington and State of Arkansas, and Eighty-nine (89) parking spaces Io•ated the first level and eighty- nine (89) parking spaces locate. on the ird level of the Meadow Street Parking Deck located pon real pr..erty more particularly described as: A part of Block numbered ' fifteen (15) in the origin: plat of the City of Fayetteville, Arkansas, described as follows: Beginn g at a point 127 feet west of the north : _ st comer of said Block Fifte- ; and running thence west 177 fee , thence south 206 feet; thence - . st 177 feet; thence north 206 feet to the place of beginning. Said parcel of land an Premises". parking spaces may be hereinafter referre• to as the "Leased 1. Term of L = se. The initial term of this Lease shall commence on 0 ober 1, 2011 after the execut'.n of the lease by both parties and shall be for a period of o 'e (1) year and cover o the first level with 89 parking spaces at $50.00 per monteach or $4,450.00 p. month. There shall be two automatic annual renewals, each for a p: iod of seven (7) additional years. For each of the seven (7) year extensions Soul ind Hospital' y will lease 178 parking spaces at $50.00 per month on the first and third le -Is of the ► eadow Street Parking Deck for a total monthly rental of $8,900.00. 2. Right of First Refusal. If at any time during the term of this Lease the City of Fayetteville receives an acceptable bona fide offer to purchase the Leased Premises, or any part thereof, the City of Fayetteville shall submit a written copy of such offer to Southwind Hospitality giving Southwind Hospitality thirty (30) days within which to elect to meet such offer. 3. Parking Spaces. This Lease shall be for the entire first level of the Leased Premises consisting of eighty-nine (89) parking spaces of the Fayetteville Municipal Parking Deck located at 25 E. Meadow Street for the term of the first 1 year lease. This lease shall cover the first and third levels (178 parking spaces) for years 2-15. 4. Rent. Southwind Hospitality shall pay to the City of Fayetteville as rent for the Leased Premises the following: a. The sum of fifty dollars ($50.00) per month per parking space (89) rented on the first level of the Leased Premises which monthly total shall be Four Thousand Four Hundred Fifty Dollars ($4,450.00). b. The sum of fifty dollars ($50.00) per month per parking space rented (89) on the third level of the Leased Premises which monthly total shall be Four Thousand Four Hundred Fifty Dollars ($4,450.00). c. The monthly rental shall be payable in consecutive monthly installments payable in advance on or before the first day of every calendar month. 5. Deposit. Southwind Hospitality shall pay to the City of Fayetteville a deposit in advance equal to one (1) months rent. Deposit must be paid to the City of Fayetteville within ten (10) business days upon execution of this Agreement. Upon termination of this Agreement, the deposit shall be applied to any outstanding balance due and the remainder returned to Southwind Hospitality within forty-five (45) days after termination of Agreement. 6. Use. Southwind Hospitality and their subtenant or occupants shall have the right to use the Leased Premises for parking only; any other use of the Leased Premises must be pre -approved by the City of Fayetteville and shall meet all present and future building codes, zoning and other laws. 7. Repairs. The City of Fayetteville shall, during the term of this Lease and any renewal or extension thereof, at its sole expense, keep the Leased Premises in as good order and repair as it is at the date of the commencement of this Lease, reasonable wear and tear and damage by accidental fire or other casualty not within the control of City of Fayetteville excepted. Southwind Hospitality shall not knowingly commit or willfully permit to be committed on the Leased Premises any waste, damaging act or thing contrary to the rules and regulations prescribed from time to time by either federal, state or municipal authority. 8. Casualty. If at any time the Leased Premises or the building which forms the principal component of the Leased Premises should be damaged by fire or any major casualty which is not the fault of Southwind Hospitality and the cost of repairing the damage does not exceed 35% of the value of the Meadow Street Parking Deck, then the City of Fayetteville shall as soon as reasonably practical repair the damage caused by said fire or other casualty. If, however, the damage should exceed 35% of the value of the Meadow Street Parking Deck, the City of Fayetteville shall have the option of either repairing said premises or terminating this Lease as of the date of said fire or other casualty by giving notice to Southwind Hospitality within thirty (30) days after said date. If the damages should render the Leased Premises untenantable for the use of Southwind Hospitality's business as set forth herein, the rental from the date of said fire, or any major casually not the fault of the Southwind Hospitality, to the date of the completion of the restoration of the premises shall be.abated, such abatement being figured on a pro rata basis of the rentals. In the event the damage should exceed 35% of the value of the Meadow Street Parking Deck and the City of Fayetteville makes the decision not to repair the Leased Premises such a decision must be submitted in writing to Southwind Hospitality. Upon receipt of the notice from City of Fayetteville, Southwind Hospitality has thirty (30) days to elect either, or both, of the following options: a. To purchase the entire Leased Premises from City of Fayetteville at its then fair market value and/or, b. To repair the Leased Premises as Southwind Hospitality's sole and exclusive expense with all terms of the Lease Agreement, except for abatement of rent provided for herein, continuing in effect. 9. Lighting and Painting. City of Fayetteville shall, during the term of this Lease and any renewal or extension thereof, at its sole expense, keep, in the same manner as it is as of the date of the commencement of this Lease, the Leased Premises lighted, and all parking spaces properly striped and the premises painted. 10. Parking Equipment. City of Fayetteville shall, during the term of this Lease and any renewal or extension thereof, at its sole expense, provide revenue control and access equipment for the Leased Premises. This equipment shall include parking gates, parking card readers, and automatic revenue control machines located at the entrance of the parking deck. 11. Parking Management Services. The City of Fayetteville shall provide services to manage the municipal parking deck located directly east of the Cosmopolitan Hotel. This service shall include the following: a. Provide parking revenues and access control equipment for Leased Premises. 3 b. Program parking cards and distributing them to Southwind Hospitality; activate and deactivate parking cards as requested by Southwind Hospitality. c. Provide routine maintenance on gates, card readers, revenue control machines, etc. Expenses incurred for maintenance on equipment shall be borne by the City of Fayetteville, unless damages for required repairs were directly caused by Southwind Hospitality and/or its employees. d. Provide a minimum of four (4) hours of cleaning services per week; cleaning services include sweeping; blowing; vacuuming; spot washing of soft drinks, mud, or other spills; and the emptying of trash containers into the dumpster. e. Retrieve revenues from revenue control machines at least once per month. f. Frequently service the revenue control machines to ensure change hoppers have sufficient coins to make change to customers. City staff will take sufficient amount of money from the revenues collected in order to purchase enough quarters and dollar coins to keep revenue machines fully operational. One hundred percent (100%) of the revenues collected, less monies used to replenish quarter and dollar coin hoppers, will be deposited into the City's account; a check will be issued to Southwind Hospitality for one hundred percent ( 100%) of the total revenues, less monies used to replenish quarter and dollar coin hoppers and/or cost to replenish parking cards. This revenue shall be reimbursed to Southwind Hospitality within thirty (30) days of receipt of monies collected. g. Provide accounting of all revenues received through the revenue control machines on a monthly basis; provide audit statements of revenues collected to Southwind Hospitality on a monthly basis. h. All expenses incurred for the purchase of equipment and supplies for the operations of the deck shall be borne by the City of Fayetteville. All purchases shall be initiated by the City of Fayetteville. The City agrees to allocate parking cards only to Southwind Hospitality's and employees of the Parking Management Division for purposes of executing parking services. j. Southwind Hospitality may reallocate parking cards to a second party as they deem necessary; however, Southwind Hospitality may not resell parking spaces for a greater amount than that paid by Southwind Hospitality to the City of Fayetteville as set forth in this contract except that Southwind Hospitality is free to charge its hotel guests whatever parking fee it determines is appropriate. 4 12. Tenant Responsibilities. Southwind Hospitality shall provide the following: a. Reimburse the City of Fayetteville for cost of all parking cards provided for access into the Leased Premises. The City of Fayetteville shall bill Southwind Hospitality for all parking cards issued to Southwind Hospitality at the actual cost of the cards plus applicable sales tax. The City of Fayetteville shall have the option to bill Southwind Hospitality for this cost, or may deduct the cost directly from the money collected from the revenue control machines. If invoiced, Southwind Hospitality shall submit payment within thirty (30) days of invoice date to the City of Fayetteville. b. Provide advance notification to the City of Fayetteville and post signage at the Leased Premises at least forty-eight (48) hours in advance prior to any parking area closure on Leased Premises. c. Provide advance notification at least forty-eight (48) hours in advance to the City of Fayetteville when gates need to be programmed to open/close for special events or any other reason. d. Provide advance notification at least forty-eight (48) hours in advance to the City of Fayetteville when additional parking cards need to be issued and/or programmed. 13. Insurance. Southwind Hospitality shall be solely responsible for insuring its interests in the Leased Premises and improvements for its protection. 14. Taxes. The City of Fayetteville shall pay all real estate taxes and special assessments, if any, during the term of the Lease. 15. Utilities/Janitorial. The City of Fayetteville shall pay for all utility service and janitorial service in the Leased Premises. 16. Nuisance. Southwind Hospitality covenants and agrees not to use or allow the Leased Premises to be used for any purpose or in any manner which would constitute or create a nuisance, which would constitute waste, which would interfere with the lawful rights of owners or occupants of adjoining property or which would in any way be contrary to the law, ordinances, orders, rules, regulations or requirements of the federal, state, county or municipal governments or any department, board or bureau thereof. Southwind Hospitality further agrees to promptly comply with the requirements of any of the aforesaid authorities with reference to the installation, erection, construction, use, repair or modifications or any improvements situated upon the Leased Premises during the term of this Lease. 17. Holding Over. Any occupancy by Southwind Hospitality of the Leased Premises beyond the expiration of this Lease as herein provided shall be a tenancy from month to month. 18. Notices. All notices, demands and requests provided for or permitted to be given under this Agreement must be in writing and shall be deemed to have been properly given or served by depositing the same in the United States Mail, addressed to the City of Fayetteville or to Southwind Hospitality, as the case may be, prepaid and certified mail, return receipt requested, at the party's last known address. All notices, demands and requests shall be effective seventy-two (72) hours after being deposited in the United States Mail. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice, demand or request. Either party shall have the right from time to time and at any time upon at least ten (10) days written notice thereof, to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America. 19. Legal Representatives, Successors and Assigns. It is further covenanted and agreed by and between the City of Fayetteville and Southwind Hospitality, that all covenants, agreements, provisions, conditions and undertakings in this Lease contained shall extend to and be binding upon the heirs, executors, successors and assigns of the respective expressed, and shall be construed as covenants and conditions running with the land and the reversion; and that wherever in this Lease reference is made to either the City of Fayetteville or South wind Hospitality , it shall be held to include and apply to (wherever and whenever applicable) the heirs, executors, successors, personal or legal representatives and assigns of the City of Fayetteville or Southwind Hospitality, the same as if in each and every case so expressed. 20. Condemnation. If during the term of this Lease, or any renewal thereof, all or substantially all of the Leased Premises shall be taken or condemned by a competent authority for any purpose or use, then the Lease shall terminate immediately after the vesting of title in such authority and rent shall be paid to and adjusted as of that day. The term "all or substantially all" shall be deemed to mean a taking of all of the Leased Premises or a taking of such portion of the Leased Premises that Southwind Hospitality cannot reasonably operate in the remainder in substantially the same manner as before. 21. Right Upon Default. The City of Fayetteville may declare Southwind Hospitality in default and terminate this lease if Southwind Hospitality shall do any of the following: a. Default in the payment of any installment of monthly rent and continue in default for thirty (30) days after the City of Fayetteville gives Southwind Hospitality written notice specifying the default; or b. Fail to timely pay monthly rental payments for two (2) or more months during any consecutive twelve (12) month period during the term of this lease may, at the discretion of the City of Fayetteville, constitute default; or b c. Default in any other covenant of Southwind Hospitality in this Lease and fail to commence (subject to unavoidable delay) to take reasonable steps to remedy such default within twenty (20) days after the City of Fayetteville gives Southwind Hospitality written notice specifying the default. d. Upon the occurrence of any default that has not been fully and timely remedied, the City of Fayetteville may terminate this Lease upon ten (10) days written notice of its intent to so terminate, provided the termination shall not be allowed if either of the following provisions are complied with during the notice period or at any prior time: i. Southwind Hospitality proceeds to cure the default or takes reasonable remedies to cure the default; or ii. Southwind Hospitality contests the amount claimed to be due or any other item for which an amount could be estimated (definite or estimated), and Southwind Hospitality deposits the contested amount in an escrow account with instructions to the escrow agent to disburse the amount in accordance with the written, agreement of Southwind Hospitality and the City of Fayetteville or in accordance with the order of a court exercising jurisdiction over the controversy. 22. Termination. Neither party may terminate this agreement without consent of the other party unless the other party has committed a default. If the City of Fayetteville sells this parking garage to a third party, this lease and all extensions of this lease must be assigned with the sale. 23. Assignability. Southwind Hospitality shall not, without the written consent of City of Fayetteville, assign this Lease, or any rights there under, or sublet any part of the Leased Premises, provided however, Southwind Hospitality is authorized to assign this Lease as part of any sale of the hotel that is located adjacent to the Leased Premises provided that, at the time of the closing of the sale, the purchaser agrees to continue to operate the purchased improvements as a hotel. Upon any approved assignment of this lease by Southwind Hospitality in which its assignee agrees to be bound by all terms of this Lease, Southwind Hospitality shall be released and discharged from any further obligations or liabilities it has hereunder and any assignee of Southwind Hospitality shall have all rights belonging to Southwind Hospitality under this Lease. 24. Entire Agreement. All previous negotiations and understandings between the City of Fayetteville and Southwind Hospitality, or their respective agents and employees, with respect to the Lease Agreement set forth herein are merged in this Lease Agreement which alone fully and completely expresses the parties' rights, duties and obligations. 25. Amendments. No waivers, alterations or modifications of this Lease shall be valid unless written upon or attached to the fully executed copies of this Lease and further executed by both the City of Fayetteville and Southwind Hospitality herein. 26. Binding. This Lease shall be binding upon the parties and upon their heirs, successors and assigns. This Lease shall be construed under the laws of the State of Arkansas. IN WITNESS WHEREOF, the City of Fayetteville and Southwind Hospitality have executed this Agreement on or as of the date first written above. SOUTHWIND HOSPITALITY, LLC, an Arkansas limited liability company By. By: IKE THRASH itle Witness: By: t. V By: (Pri ted Name and Title) S • CITY OF FAYETTEVILLE, ARKANSAS LIONELD JORDAN, Mayor Attest: SONDRA E. SMITH, City Clerk 1elic,. flabll� TO: Mayor Jordan Don Marr, Chief of Staff Kit Williams City Attorney Jason B. Kelley Assistant City Attorney Sondra Smith, City Clerk FROM: Kit Williams, City Attorney DATE: October 11, 2011 ' �" ..--------. RE: Memorandum of Lease of Meadow Street Parking Deck Please see Ike Thrash's letter of October 7, 2011 in which he requests that we sign the attached Memorandum of Lease of Meadow Street Parking Deck that his bank is requiring to be filed in the Circuit Clerk's Office. This was likely caused because he forgot to include "Holdings" when he told me that the name of his company was "Southwind Hospitality, LLC." I have had his attorney extensively revise his first proposed Memorandum and am now satisfied that it is proper and that the Mayor can sign it without further City Council action. They need the Memorandum signed ASAP so they can file it soon. I have asked Jim Smith if he wishes us to wait until he has the original signed by Ike Thrash which was sent overnight yesterday. I will let you know his response as soon as he tells me. If the City Clerk wishes to keep an original signature, then please sign duplicate originals since they will need your original signature for their filing. O SMITH I HURST PLC October 12, 2011 Mr. Kit Williams City of Fayetteville 113 W. Mountain Street Fayetteville, Arkansas 72701 Re: Lease of Meadow Street Parking Deck Dear Kit: 1,O1 Fa w. SNIITII ismu Ii? smilhhur%t.c•(1In In follow up to our previous conference call, I am enclosing a Memorandum of Lease of Meadow Street Parking Deck executed by Ike Thrash on behalf of my client, Southwind Hospitality Holdings, LLC, together with a letter to Mayor Jordan from Mr. Thrash explaining the scrivener's error that was contained in the original Lease. I would appreciate it you could please see that Mayor Jordan and Ms. Sondra Smith sign the enclosed Memorandum of Lease and have it properly acknowledged. If you will let me know when the Memorandum of Lease has been fully executed, I will have it picked up and recorded in the real property records. Thank you for your assistance in correcting this issue. Please let me know if you have any questions. Best regards. Very truly yours, J mes W. Smith JWS/dg Enclosures 2611I)icksnn Stret, Suitt, 201. I av ettecille.rllt ; 2', IIl i 'I'Nt.I:PI1nri -?9 301 2_444 1 F, c t II.F: 479 31(1 24+ c! IV11'll'.ti�11'I'll1[URS'I'.C:[1111 Southwind Hospitality Holdings, LLC 59 98 Place Boulevard Hattiesburg, Mississippi 39402 October 7, 2011 The Honorable Lioneld Jordan City of Fayetteville 113 W. Mountain Street Fayetteville, Arkansas 72701 Re: Lease of Meadow Street Parking Deck Dear Mayor Jordan: On September 6, 2011, Southwind Hospitality Holdings, LLC, an Arkansas limited liability company, for which I serve as the Manager, entered into a Lease of Meadow Street Parking Deck with the City of Fayetteville. Due to a scrivener's error, the legal name of our company was incorrectly documented as Southwind Hospitality, LLC. I wanted to write to you to confirm that the legal name of our company is, in fact, Southwind Hospitality Holdings, LLC. I regret any inconvenience this scrivener's error may have caused you or anyone in the City offices. Should you have any questions, please feel free to contact me any time. Best regards. Very truly yours, Ike Thrash, Manager of Southwind Hospitality Holdings, LLC, an Arkansas limited liability company MEMORANDUM OF LEASE OF MEADOW STREET PARKING DECK THIS MEMORANDUM OF LEASE OF MEADOW STREET PARKING DECKis made and entered effective the g 'day of Ao6,2011, by and between the City of Fayetteville, Arkansas, a Municipal Corporation, hereinafter referred to as the "City of Fayetteville," and Southwind Hospitality Holdings, LLC, an Arkansas limited liability company, hereinafter referred to as "Southwind Hospitality Holdings." The City of Fayetteville and Southwind Hospitality Holdings hereby mutually attest and acknowledge that they have entered into and have executed that certain LEASE OF MEADOW STREET PARKING DECK, dated September 6, 2011, naming City of Fayetteville herein as "Lessor" therein, and Southwind Hospitality Holdings herein as "Lessee" therein (the "Lease"), pursuant to which and upon, and subject to, the terms, covenants, and conditions of the Lease, the City of Fayetteville leases to Southwind Hospitality Holdings and Southwind Hospitality Holdings leases from the City of Fayetteville portions of Levels 1 and 3 of the Meadow Street Parking Deck, located upon real property in Fayetteville, Washington County, Arkansas, and more particularly described as follows (the "Premises"): Eighty-nine (89) parking spaces located in the first level and eighty-nine (89) parking spaces located on the third level of the Meadow Street Parking Deck located upon real property more particularly described as: A part of Block numbered Fifteen (15) in the original plat of the City of Fayetteville, Arkansas, described as follows: Beginning at a point 127 feet west of the northeast corner of said Block Fifteen; and running thence west 177 feet; thence south 206 feet; thence east 177 feet; thence north 206 feet to the place of beginning. The City of Fayetteville and Southwind Hospitality Holdings each acknowledge that there was a scrivener's error in the Lease that mistakenly referred to Southwind Hospitality Holdings as Southwind Hospitality, LLC. The City of Fayetteville and Southwind Hospitality 1 Holdings each acknowledge and agree that any and all references in the Lease to Southwind Hospitality and/or Southwind Hospitality, LLC, shall mean and refer to Southwind Hospitality Holdings, an Arkansas limited liability company, as such is the legal name of Southwind Hospitality Holdings, LLC. The City of Fayetteville and Southwind Hospitality Holdings hereby ratify, reaffirm and re -attest the Lease as a legally binding and enforceable agreement by and between the City of Fayetteville and Southwind Hospitality Holdings. Pursuant to the terms and conditions of the Lease, the initial term of the Lease commences on the lstday of October, 2011, and ends on the 30thday of September, 2012, and is subject to two automatic annual renewals, each for a period of seven (7) additional years, running to September 30th, 2026, all dates inclusive, all in accordance with covenants, terms, options, provisions and conditions contained in said Lease, and all of which are, by this reference hereto, incorporated herein, and made a part hereof, as if fully set out word for word. This Memorandum of Lease of Meadow Street Parking Deckis made and executed by the parties hereto for the sole and exclusive purpose of recording with the Circuit Clerk and Ex - Officio Recorder of Washington County, Arkansas, is subject, in each and every respect, to the terms, covenants and conditions of the aforesaid Lease executed between the parties of even date herewith. This Memorandum of Lease of Meadow Street Parking Deckis executed and delivered by the parties hereto with the full understanding and agreement that nothing contained herein shall, in any manner or form, whatsoever, alter, amend, modify, or vary the terms, conditions, covenants, options, and provisions of the aforesaid Lease. 2 This Memorandum of Lease of Meadow Street Parking Deck may be executed in two (2) or more counterparts, each of which when taken together shall constitute one and the same original executed instrument. [Remainder of Page Intentionally Blank; Signature Page Follows] IN WITNESS WHEREOF, the parties have executed this MEMORANDUM OF LEASE OF MEADOW STREET PARKING DECK effective the day and year aforesaid. CITY OF FA ETTEVILLE, ARKANSAS By- Ltoneld Jor an ayor ATTEST: By: ����unrtrrrvr Sondra E. Smith, City Clerk ��.�`G�,�; . • • • . SG.,� ��'•fi',AYOF..p's FAYETTEVILLE 4 SOUTH WIND HOSPITALITY HOLDINCSy (q . %s y. S AN...'J��• By: ke1hrash, Manager 4 STATE OF ARKANSAS ) ) ss. ACKNOWLEDGMENT COUNTY OF WASHINGTON ) On this __ day of �, 2011, before me, a Notary Public, duly commissioned, qualified and acting, within and for the said County and State, appeared in person the within named LIONELD JORDAN, in his representative capacity as Mayor for the City of Fayetteville, Arkansas, City of Fayetteville, to me personally well known, who stated that he was duly authorized in his capacity to execute the foregoing instrument and further stated and acknowledged that he had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal. Notary Public My Commission Expires: UELO STATE OF ARKANSAS } } ss. ACKNOWLEDGMENT COUNTY OF WASHINGTON ) On this _ ___ day of OQ-Cl)Qf 2011, before me, a Notary Public, duly commissioned, qualified and acting, within and for the said County and State, appeared in person the within named SONDRA E. SMITH, in her representative capacity as City Clerk for the City of Fayetteville, Arkansas, City of Fayetteville, to me personally well known, who stated that he was duly authorized in his capacity to execute the foregoing instrument and further stated and acknowledged that he had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal. Notary Public My Commission Expires: J S PUBL%C_��°!� STATE OF fr'i' 5 ss. ACKNOWLEDGMENT COUNTY OFD On this / 17 day of , 2011, before me, a Notary Public, duly commissioned, qualified and acting, within and for the said County and State, appeared in person the within named IKE THRASH, in his representative capacity as the Manager of Southwind Hospitality Holdings, LLC, Lessee, to me personally well known, who stated that he was duly authorized in his capacity to execute the foregoing instrument and further stated and acknowledged that he had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. My IN TESTIMONY WHEREOF, I have of G,a�•- . S. tti�ottt 1B,�• ••.•M' J . ••.BAR G.• Departmental Correspondence RKAN$A Kit Williams TO: Mayor Jordan CityAaorney Don Marr Chief of Staff Jason B. Kelley � Assistant City Attorney Paul Becker, Finance Director FROM: Kit Williams, City Attorney DATE: November 3, 2011 RE: Request for signature on Collateral Assignment of Southwind Hospitality Holdings, LLC's lease to its lender Attached please find the e-mail from Jim Smith about the need for us to agree to one more document. This time it is a collateral assignment of Southwind Hospitality Holdings, LLC's lease to its lender if Southwind breaches its loan agreement. It is reasonable for the lender to want to ensure it can continue to operate the hotel and have access to the parking deck if Southwind goes under. Thus, I recommend the Mayor sign this document. I believe the closing on the hotel is scheduled for tomorrow. f 1312©11 it Williams RE: Cosmo olitan Hotel Seite From: "Jim Smith" <jsmith@smithhurst.com> To: "Kit Williams" <kwilliams@ci.fayetteville.ar.us> CC: "'Don Marr" <dmarr@ci.fayettevilIe.ar.us>, "Lioneld Jordan" <ljordan@... Date: 11/3/2011 10:36 AM Subject: RE: Cosmopolitan Hotel Kit, Thank you for the email. I have visited with lender's counsel and, fortunately, he has confirmed that all that the City needs to sign is the Agreement of Lessor attached to the Collateral Assignment. Accordingly, you have the only document that is needed for execution. You and your staff have been most helpful in getting this transaction finalized and I cannot thank you enough on my behalf as well as Ike's behalf. I fully expect that the City will be very pleased with the finished product and that you all will be pleased with the hotel. Thank you again and please let me know when the document has been executed. I will have someone from my office pick it up. Best regards, Jim James W. Smith SMITH HURST, PLC 226 W. Dickson Street, Suite 201 Fayetteville, Arkansas 72701 jsmith@smithhurst.com Telephone (479) 301-2444 Facsimile (479) 301-2449 www.smithhurst.com -----Original Message ----- From: Kit Williams[mailto:kwilliams@ci.fayetteville.ar.us] Sent: Thursday, November 03, 2011 9:24 AM To: Jim Smith Cc: Don Marr; Lioneld Jordan Subject: Re: Cosmopolitan Hotel Jim, We received the Collateral Assignment of Lessee's Interest in Lease with the Agreement of Lessor. However, we did not receive the Assignment of Lease to Southwinds Operations, LLC from Southwinds Hospitality Holdings, LLC and our consent to such assignment. I assume from your email that both will be needed for your closing tomorrow. I will get these to the Mayor when I am sure I have everything that you need to accomplish your deal. Kit Kit Williams, Fayetteville City Attorney (479) 575-8313 FAX (479) 575-8315 113 West Mountain Fayetteville, AR 72701 (111312011 ) Kit„ Williams R Cosmopolitan Hotel Suite 2 >>> "Jim Smith" <jsmith@smithhurst.com> 11/2/2011 5:06 PM >>> Kit, In what I truly hope is the last request I need to make of you, I am attaching an Assignment of Lease whereby the City consents to the assignment by Southwind Hospitality Holdings, LLC of the parking deck lease to Southwind Operations, LLC. The two entities are identically owned but in order to comply with the rules for the issuance of New Market Tax Credits, we need to reflect the lease being subleased to the hotel's operating arm - Southwind Operations, LLC. If you have any questions please let me know. We are planning on closing this transaction on Friday and, as you can tell, I just received this emailed request. Thanks and please let me know if you have any questions, Jim James W. Smith SMITH HURST, PLC 226 W. Dickson Street, Suite 201 Fayetteville, Arkansas 72701 jsmith@smithhurst.com Telephone (479) 301-2444 Facsimile (479) 301-2449 <http://www,smithhurst.com/> www.smithhurst.com From: Kevin Burns [mailto:KBURNS@RoseLawFirm.com] Sent: Wednesday, November 02, 2011 3:20 PM To: 'Denice Martinez'; 'Ruth Sparrow'; 'Adam Rutledge'; Angelina O'Connor; 'C. Sam Walls III'; 'Christa Clark'; 'Dave Holland'; 'Gregory Clements'; 'Ike Thrash'; Jim Howard; 'Jim Smith'; 'Jim Taylor; Jo Kato; Joel Superfon; 'John Sciarretti'; 'Jonathan Makarowitz'; 'Leslie Lane'; 'Mark Ferguson'; Michelle Slavik; smount@ssd.com; Tara Krebbs; 'Tim Grooms'; 'Wendy Brandon' Subject: Cosmopolitan Signature Pages All, Attached are the QLICI Loan document signature pages along with the Architect Agreement to be signed by the Architect and the Collateral Assignment of the Parking Lot Lease to be consented to by the City of Fayetteville. Let me know if you have any questions or comments. (1 113120 1 1) Kit Williams RE, Cosmopolitan Hotel Seite 3 Thanks. Kevin Kevin R. Burns Rose Law Firm, a Professional Association 120 East Fourth Street Little Rock, AR 72201 phone: 501-377-0324 fax: 501-375-1309 www.roselawfirm.com Confidentiality Notice: This message constitutes a confidential attorney -client communication. It is intended exclusively for the individual or entity to which it is addressed. If you are not the named addressee, you are not authorized to read, print, retain, copy or disseminate this message or any part of it. If you have received this message in error, please notify the sender immediately by e-mail and delete all copies of this message. IRS CIRCULAR 230 DISCLOSURE: This notice is meant to comply with I.R.S. requirements. Any federal tax advice in this communication (including any attachments) is not intended or written to be used, and cannot be used, to avoid penalties that may be imposed on the taxpayer under the Internal Revenue Code or to promote, market or recommend to another party any tax -related matter. c. Default in any other covenant of Southwind Hospitality in this Lease and fail to commence (subject to unavoidable delay) to take reasonable steps to remedy such default within twenty (20) days after the City of Fayetteville gives Southwind Hospitality written notice specifying the default. d. Upon the occurrence of any default that has not been fully and timely remedied, the City of Fayetteville may terminate this Lease upon ten (10) days written notice of its intent to so terminate, provided the termination shall not be allowed if either of the following provisions are complied with during the notice period or at any prior time: i. Southwind Hospitality proceeds to cure the default or takes reasonable remedies to cure the default; or ii. Southwind Hospitality contests the amount claimed to be due or any other item for which an amount could be estimated (definite or estimated), and Southwind Hospitality deposits the contested amount in an escrow account with instructions to the escrow agent to disburse the amount in accordance with the written, agreement of Southwind Hospitality and the City of Fayetteville or in accordance with the order of a court exercising jurisdiction over the controversy. 22. Termination. Neither party may terminate this agreement without consent of the other party unless the other party has committed a default. If the City of Fayetteville sells this parking garage to a third party, this lease and all extensions of this lease must be assigned with the sale. 23. Assignability. Southwind Hospitality shall not, without the written consent of City of Fayetteville, assign this Lease, or any rights there under, or sublet any part of the Leased Premises, provided however, Southwind Hospitality is authorized to assign this Lease as part of any sale of the hotel that is located adjacent to the Leased Premises provided that, at the time of the closing of the sale, the purchaser agrees to continue to operate the purchased improvements as a hotel. Upon any approved assignment of this lease by Southwind Hospitality in which its assignee agrees to be bound by all terms of this Lease, Southwind Hospitality shall be released and discharged from any further obligations or liabilities it has hereunder and any assignee of Southwind Hospitality shall have all rights belonging to Southwind Hospitality under this Lease. 24. Entire Agreement. All previous negotiations and understandings between the City of Fayetteville and Southwind Hospitality, or their respective agents and employees, with respect to the Lease Agreement set forth herein are merged in this Lease Agreement which alone fully and completely expresses the parties' rights, duties and obligations. RECEIVED DEC 01 2011 Cif OF LEFAYETTEVILLE CITY RKS OFFICE THIS INSTRUMENT WAS PREPARED BY AND AFTER RECORDING RETURN TO: Kevin R. Burns Rose Law Firm, a Professional Association 120 East Fourth Street Little Rock, Arkansas 72201 COLLATERAL ASSIGNMENT OF LESSEE'S INTEREST IN LEASE Doe ID 01429lll370f��11�1 Kind: A$SIQNPIENF Type; Rt5L Recorded: 11/1012D11 at03;45:22 Pu FeeAntt: $40.00 Pape I of 6 Waehinaton County. AR Bette Staans circuit clerk F1112011--00031592 This Collateral Assignment of Lessee's Interest in Lease (this "Assignment") is made and entered into as of this 10a' day of November, 2011, by and among the City of Fayetteville, Arkansas, a municipal corporation, having a mailing address of 113 W. Mountain St., Fayetteville, Arkansas 72701 C Lessor") and =Southwind Hospitality Holdings, LLC, an Arkansas limited liability company having a mailing address at 59 98 Place Blvd, Hattiesburg, Mississippi 39402 ("Lessee") for the benefit of Heartland Renaissance Fund Sub X, LLC, an Arkansas limited liability company, having a mailing address at 200 River Market Avenue, Suite 400, Little Rock, AR 72201 ("Lender"). WHEREAS, Lessor has leased to Lessee certain real estate and the improvements thereon located in the City of Fayetteville, Washington County, Arkansas, as more fully described in Schedule A attached hereto and made a part hereof (the "Premises"), pursuant to that certain Lease of Meadow Street Parking Deck dated September 6, 2011 (the "Lease"). WHEREAS, Lender has agreed to make three loans to Lessee in the aggregate original stated principal amount of Fifteen Million Eight Hundred Twenty -Seven Thousand and No/100 United States Dollars ($15,827,000.00) (collectively, the "Loans"). As additional security for the Loans, Lender has required a collateral assignment of the interest of Lessee in the Lease. NOW, THEREFORE, for and in consideration of the Premises and the mutual covenants and promises herein contained, and for other good and valuable considerations,.the receipt and sufficiency of which is acknowledged by the parties hereto, the parties hereby agree as follows: 1. Lessee hereby assigns, transfers and sets over unto Lender, its successors and assigns, all interest of Lessee under the Lease in the Premises and under any renewal, extension or modification of the Lease; provided, however, that so long as Lessee shall not be in default of any of its obligations to Lender under the Loans, Lessee shall continue to enjoy all the rights and privileges of lessee under the Lease. 2. In the event of any default by Lessee in the payment or performance of any of its obligations to Lender under the Loans, beyond the expiration of any applicable grace or cure period, and in addition to any other rights Lender may have at law or in equity, Lender shall have the immediate right to enter upon the Premises and take possession thereof. Lender shall further have the option, whether or not Lender has exercised its right to take possession of the Premises, to make this assignment absolute, and thereby to become lessee under the Lease. Upon the exercise by Lender of the option to make this assignment absolute, Lender may thereafter, at its option, exercise any of the rights of Lessee under the Lease or sell, assign or otherwise dispose of Lessee's interest under the Lease, as collateral, In accordance with the provisions of Article 9 of the Arkansas Uniform Commercial Code (the "Code"), and shall, with respect thereto, have all rights and remedies of a secured party under the Code. Upon the exercise of this option to make, this assignment absolute, Lessee shall have no further interest in or claim to possession of the Premises, and shall have no further interest in the Lease. Neither the taking of possession of the Premises, nor the exercise of the option to make this assignment absolute shall relieve Lessee of any of its obligations of performance or payment under the terms of the Lease. 3. In addition to the foregoing, Lender may, whether or not it has exercised its right to take possession of the Premises, or its right to make this assignment absolute, in its sole and absolute discretion, and without notice to Lessee, make payment of any defaulted obligation to Lessor. Any amount so paid. by Lender shall constitute a demand obligation from Lessee to Lender, Nothing herein contained shall obligate Lender to make such payment, nor shall the making of one or more such payments constitute an agreement on Lender's part to take any further or similar action. 4. Lessee agrees that it will not alter, assign or transfer any interest in or modify the Lease or terminate the terms thereof or surrender its right of possession to the Premises without the prior written consent of Lender. Lessee will fulfill or perform each and every condition and covenant of the Lease by Lessee to be fulfilled or performed, give prompt notice to Lender of any notice of default by Lessee under the Lease received by Lessee, together with a complete copy of any such notice, and, at the sole cost and expense of Lessee, cure such default as required by the Lease. Any subsequent leases or agreements for use and occupancy of the Premises or any part thereof shall be and are hereby made subject to all the terms of this Collateral Assignment and Lessee shall, upon request of Lender, further assign and transfer the same to Lender by assignment satisfactory to Lender. 5. Lessee represents and warrants that Lessee has not executed any prior assignment or pledge of any of its rights, nor are its rights encumbered, with respect to the Lease or the Premises. 6. This Assignment shall be governed by the laws of the State of Arkansas, without giving effect to conflict or choice of law principles, shall inure to the benefit of Lender, its successors and assigns, and shall be binding upon Lessee and its successors and assigns, [Signature Page Follows] 550774 IN WITNESS WHEREOF, this Assignment has been executed as of the date set forth above. LESSEE Southwind Hospitality Holdings, LLC, An Arkansas limited liability company By. .. Ike W. Thrash, Manager AC'"RTOWLEDGMNT STATE OF MISSISSIPPI ) )ss COUNTY OF LAMAR ) on this day, before me, a Notary Public, (or before any officer within this State or without the State now qualified under existing law to take acknowledgments), duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named Ike W. Thrash (being -the person authorized by said company to execute such instrument, stating his capacity in that behalf), to me personally well known, who stated that he was the Manager of Southwind Hospitality Holdings, LLC, an Arkansas limited liability company, and was duly authorized in such capacity to execute the foregoing instrument for and in the name and behalf of said company, and father stated and acknowledged that he had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of November, 2011. , Signature Page to Collateral Assignment of Lessee's Interest in Lease Agreement of Lessor On thisday of November, 2011, Lessor, as aforesaid, hereby covenants and agrees with, and hereby represents and warrants to, Lender, its successors and assigns, as follows: 1. That Lessor hereby consents to the foregoing Collateral Assignment. 2. That, as of this date,. Lessor has no knowledge of any default on the part of Lessee under the terms ofthe Lease of the Promises. 3. That upon any default or breach by Lessee under the Lease, Lessor will, before acting in pursuance of its rights and/or remedies provided in the Lease, give written notice to Lender at its address set forth in the Collateral Assignment (or such other address as Lender may provide), of said default and/or breach, and Lender shall have a period of thirty (30) days following the giving of said written notice to cure or cause the cure of said default (or to commence or cause to be commenced such action as may be necessary to cure said default if such default be of such nature that it cannot be cured within said 30 -day period, which action shall thereafter be diligently pursued to completion); and Lessor will not terminate the Lease or take action to enforce its rights and/or remedies during said period. 4. That if Lender shall exercise its option, as provided in the aforesaid conditional assignment, by giving written notice to Lessor, to make said assignment absolute, and thereby become lessee under the Lease, Lessor shall thereafter recognize Lender as lessee, and Lender shall have all rights of the Lessee under the lease, including the right to exercise the option to purchase set forth therein and the right to assign its interest as lessee under the Lease, and upon such assignment and assumption of the obligations of the Lease by said assignee, Lender will be relieved of any obligation or liability as lessee; provided, however, that nothing herein shall relieve Lessee of its obligations under the Lease. In the event that Lender shall enter into possession of the Premises, or shall take action to cure defaults of Lessee, such action shall not be considered the exercise of its option to make the assignment absolute, and Lender shall not become liable for rent or any other obligations of Lessee as lessee, unless Lender has exercised its option to make the assignment absolute by written notice thereof to Lessor. 5. That Lessor has full power and authority to execute this agreement and to make effective the terms hereof. 6. That this agreement shall be governed by the laws of the State of Arkansas without giving effect to conflict or choice of"law principles, shall inure to the benefit of Lender, its successors and assigns and shall be binding upon Lessor, its successors and assigns, IN WITNESS WHEREOF, this Agreement has been executed as of the date set forth above. LESSOR City of Fay eville, Arkansas Lionel Jo an, Mayor ATTEST: By: IE4J I≤)MI2t Sondra E. Smith,City Clerk ACKNOWLEDGMENT STATE OF ARKANSAS - ) ) as COUNTY OF WASHINGTON ) On this ,& day of November, 2011, before me, a Notary Public duly commissioned, qualified and acting, within and for the County and State aforesaid, appeared in person the within named Lioneld Jordan and Sondra E. Smith, Mayor and City Clerk, respectively, of the City of Fayetteville, Arkansas, a municipal corporation, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name of the City, and further stated and acknowledged that they had signed, executed, and delivered the foregoing instrument for the consideration, uses, and purposes therein mentioned and set forth_ IN TESTIMONY WHEREQ , Jrhave hereunto set my hand and official seal on the date first above written :oTAR Notary Public My commission expires:'' — Jn Signature Page to Collateral Assignment of Lessee'sInterest in Lease 250774 SCHEDULE A Legal Description The following described lands situated in the City ofFayetteville, County of Washington, State of Arkansas: Eighty-nine (89) parking spaces located in the first level and eighty-nine (89) parking spaces located on the third level of the Meadow Street Parking Deck located upon the real property more particularly described as: A part of Block numbered Fifteen (15) in the original City of Fayetteville, Arkansas, described as follows: Beginning at a point 127 feet west of the northeast corner of said Block Fifteen and running thence west ° 177 feet; thence south 206 feet; thence east 177 feet; thence north 206 feet to the place of beginning. 250774 THIS INSTRUMENT WAS PREPARED BY AND AFTER RECORDING RETURN TO: Kevin R. Burns Rose Law Firm, a Professional Association 120 East Fourth Street Little Rock, Arkansas 72201 COLLATERAL ASSIGNMENT OF LESSEE'S INTEREST IN LEASE This Collateral Assignment of Lessee's Interest in Lease (this "Assignment") is made and entered into as of this day of November, 2011, by and among the City of Fayetteville, Arkansas, a municipal corporation, having a mailing address of 113 W. Mountain St., Fayetteville, Arkansas 72701 ("Lessor") and Southwind Hospitality Holdings, LLC, an Arkansas limited liability company having a mailing address at 59 98 Place Blvd, Hattiesburg, Mississippi 39402 ("Lessee") for the benefit of Heartland Renaissance Fund Sub X, LLC, an Arkansas limited liability company, having a mailing address at 200 River Market Avenue, Suite 400, Little Rock, AR 72201 ("Lender"). WHEREAS, Lessor has leased to Lessee certain real estate and the improvements thereon located in the City of Fayetteville, Washington County, Arkansas, as more fully described in Schedule A attached hereto and made a part hereof (the "Premises"), pursuant to that certain Lease of Meadow Street Parking Deck dated September 6, 2011 (the "Lease"). WHEREAS, Lender has agreed to make three loans to Lessee in the aggregate original stated principal amount of Fifteen Million Eight Hundred Twenty -Seven Thousand and No/100 United States Dollars ($15,827,000.00) (collectively, the "Loans"). As additional security for the Loans, Lender has required a collateral assignment of the interest of Lessee in the Lease. NOW, THEREFORE, for and in consideration of the Premises and the mutual covenants and promises herein contained, and for other good and valuable considerations, the receipt and sufficiency of which is acknowledged by the parties hereto, the parties hereby agree as follows: 1. Lessee hereby assigns, transfers and sets over unto Lender, its successors and assigns, all interest of Lessee under the Lease in the Premises and under any renewal, extension or modification of the Lease; provided, however, that so long as Lessee shall not be in default of any of its obligations to Lender under the Loans, Lessee shall continue to enjoy all the rights and privileges of lessee under the Lease. 2. In the event of any default by Lessee in the payment or performance of any of its obligations to Lender under the Loans, beyond the expiration of any applicable grace or cure period, and in addition to any other rights Lender may have at law or in equity, Lender shall have the immediate right to enter upon the Premises and take possession thereof. Lender shall further have the option, whether or not Lender has exercised its right to take possession of the Premises, to make this assignment absolute, and thereby to become lessee under the Lease. Upon the exercise by Lender of the option to make this assignment absolute, Lender may thereafter, at its option, exercise any of the rights of Lessee under the Lease or sell, assign or otherwise dispose of Lessee's interest under the Lease, as collateral, in accordance with the provisions of Article 9 of the Arkansas Uniform Commercial Code (the "Code"), and shall, with respect thereto, have all rights and remedies of a secured party under the Code. Upon the exercise of this option to make this assignment absolute, Lessee shall have no further interest in or claim to possession of the Premises, and shall have no further interest in the Lease. Neither the taking of possession of the Premises, nor the exercise of the option to make this assignment absolute shall relieve Lessee of any of its obligations of performance or payment under the terms of the Lease. 3. In addition to the foregoing, Lender may, whether or not it has exercised its right to take possession of the Premises, or its right to make this assignment absolute, in its sole and absolute discretion, and without notice to Lessee, make payment of any defaulted obligation to Lessor. Any amount so paid by Lender shall constitute a demand obligation from Lessee to Lender. Nothing herein contained shall obligate Lender to make such payment, nor shall the making of one or more such payments constitute an agreement on Lender's part to take any further or similar action. 4. Lessee agrees that it will not alter, assign or transfer any interest in or modify the Lease or terminate the terms thereof or surrender its right of possession to the Premises without the prior written consent of Lender. Lessee will fulfill or perform each and every condition and covenant of the Lease by Lessee to be fulfilled or performed, give prompt notice to Lender of any notice of default by Lessee under the Lease received by Lessee, together with a complete copy of any such notice, and, at the sole cost and expense of Lessee, cure such default as required by the Lease. Any subsequent leases or agreements for use and occupancy of the Premises or any part thereof shall be and are hereby made subject to all the terms of this Collateral Assignment and Lessee shall, upon request of Lender, further assign and transfer the same to Lender by assignment satisfactory to Lender. 5. Lessee represents and warrants that Lessee has not executed any prior assignment or pledge of any of its rights, nor are its rights encumbered, with respect to the Lease or the Premises. 6. This Assignment shall be governed by the laws of the State of Arkansas, without giving effect to conflict or choice of law principles, shall inure to the benefit of Lender, its successors and assigns, and shall be binding upon Lessee and its successors and assigns. [Signature Page Follows] la 250774 IN WITNESS WHEREOF, this Assignment has been executed as of the date set forth above. LESSEE Southwind Hospitality Holdings, LLC, An Arkansas limited liability company By: Ike W. Thrash, Manager ACKNOWLEDGMENT STATE OF MISSISSIPPI ) )ss COUNTY OF LAMAR ) On this day, before me, a Notary Public, (or before any officer within this State or without the State now qualified under existing law to take acknowledgments), duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named Ike W. Thrash (being the person authorized by said company to execute such instrument, stating his capacity in that behalf), to me personally well known, who stated that he was the Manager of Southwind Hospitality Holdings, LLC, an Arkansas limited liability company, and was duly authorized in such capacity to execute the foregoing instrument for and in the name and behalf of said company, and further stated and acknowledged that he had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of November, 2011. NOTARY PUBLIC My commission expires: Signature Page to Collateral Assignment of Lessee's Interest in Lease Agreement of Lessor On this day of November, 2011, Lessor, as aforesaid, hereby covenants and agrees with, and hereby represents and warrants to, Lender, its successors and assigns, as follows: 1. That Lessor hereby consents to the foregoing Collateral Assignment. 2. That, as of this date, Lessor has no knowledge of any default on the part of Lessee under the terms of the Lease of the Premises. 3. That upon any default or breach by Lessee under the Lease, Lessor will, before acting in pursuance of its rights and/or remedies provided in the Lease, give written notice to Lender at its address set forth in the Collateral Assignment (or such other address as Lender may provide), of said default and/or breach, and Lender shall have a period of thirty (30) days following the giving of said written notice to cure or cause the cure of said default (or to commence or cause to be commenced such action as may be necessary to cure said default if such default be of such nature that it cannot be cured within said 30 -day period, which action shall thereafter be diligently pursued to completion); and Lessor will not terminate the Lease or take action to enforce its rights and/or remedies during said period. 4. That if Lender shall exercise its option, as provided in the aforesaid conditional assignment,by giving written notice to Lessor, to make said assignment absolute, and thereby become lessee under the Lease, Lessor shall thereafter recognize Lender as lessee, and Lender shall have all rights of the Lessee under the lease, including the right to exercise the option to purchase set forth therein and the right to assign its interest as lessee under the Lease, and upon such assignment and assumption of the obligations of the Lease by said assignee, Lender will be relieved of any obligation or liability as lessee; provided, however, that nothing herein shall relieve Lessee of its obligations under the Lease. In the event that Lender shall enter into possession of the Premises, or shall take action to cure defaults of Lessee, such action shall not be considered the exercise of its option to make the assignment absolute, and Lender shall not become liable for rent or any other obligations of Lessee as lessee, unless Lender has exercised its option to make the assignment absolute by written notice thereof to Lessor. 5. That Lessor has full power and authority to execute this agreement and to make effective the terms hereof. 6. That this agreement shall be governed by the laws of the State of Arkansas without giving effect to conflict or choice of law principles, shall inure to the benefit of Lender, its successors and assigns and shall be binding upon Lessor, its successors and assigns. IN WITNESS WHEREOF, this Agreement has been executed as of the date set forth above. LESSOR City of Faye eville, Arkansas Lionel Jo an, Mayor ATTEST: By: • //44tt Sondra E. Smith, City Clerk ACKNOWLEDGMENT STATE OF ARKANSAS ) ) ss COUNTY OF WASHINGTON ) On this _& day of November, 2011, before me, a Notary Public duly commissioned, qualified and acting, within and for the County and State aforesaid, appeared in person the within named Lioneld Jordan and Sondra E. Smith, Mayor and City Clerk, respectively, of the City of Fayetteville, Arkansas, a municipal corporation, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name of the City, and further stated and acknowledged that they had signed, executed, and delivered the foregoing instrument for the consideration, uses, and purposes therein mentioned and set forth. IN TESTIMONY WHEREQ J have hereunto set my hand and official seal on the date first vas �n�i above written. • Notary Public My commission expiry,: ;' pt�� � 02� o;•�-- ifinsu Signature Page to Collateral Assignment of Lessee's Interest in Lease 250774 SCHEDULE A Legal Description The following described lands situated in the City of Fayetteville, County of Washington, State of Arkansas: Eighty-nine (89) parking spaces located in the first level and eighty-nine (89) parking spaces located on the third level of the Meadow Street Parking Deck located upon the real property more particularly described as: A part of Block numbered Fifteen (15) in the original City of Fayetteville, Arkansas, described as follows: Beginning at a point 127 feet west of the northeast corner of said Block Fifteen and running thence west 177 feet; thence south 206 feet; thence east 177 feet; thence north 206 feet to the place of beginning. 250774