HomeMy WebLinkAbout42-18 RESOLUTION113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 42-18
File Number: 2018-0064
FLYING INVESTMENTS/LC JOINT ADVENTURES, LLC:
A RESOLUTION TO APPROVE THE AGREEMENT FOR ASSIGNMENT OF A GROUND LEASE FOR
AIRPORT PROPERTY LOCATED AT 4560 SOUTH SCHOOL AVENUE FROM FLYING
INVESTMENTS, LLC TO LC JOINT ADVENTURES, LLC
WHEREAS, on March 18, 2003, the City of Fayetteville entered into a Ground Lease Agreement with
Flying Investments, LLC to lease airport property at 4560 South School Avenue for the purpose of
constructing a hangar for business operations for Seven Hundred and Eighty Dollars ($780.00) per
month for thirty (30) years which shall automatically be extended for an additional twenty (20) years at
Flying Investments, LLC's option with the rent being increased every five (5) years by an amount tied
to Consumer Price Index; and
WHEREAS, following execution of the Ground Lease Agreement, the hangar was constructed and is
owned by the Gerald B. Jones Revocable Trust; and
WHEREAS, to safeguard the interests of Fayetteville's citizens, this Ground Lease Agreement can only be
sold, assigned or transferred with the consent of the City which "will not be unreasonably withheld."
Paragraph 11 of the Agreement; and
WHEREAS, Flying Investments, LLC has requested that the City Council approve the assignment of
this ground lease to LC Joint Adventures, LLC which proposes to purchase the hangar constructed and
owned by the Gerald B. Jones Revocable Trust on the City's land and assume all the rights and
responsibilities of Flying Investments, LLC within the assigned Ground Lease Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Page 1 Printed on 217118
Resolution: 42-18
Ei r' 20U-00.64
4
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby approves the attached
Agreement For Assignment of the rights, responsibilities and duties of the Ground Lease Agreement entered
into on March 18, 2003, to LC Joint Adventures, LLC subject to the consummation of the purchase
agreement by and between the Gerald B. Jones Revocable Trust, LLC and LC Joint Adventures, LLC, the
execution of the Assignment and Assumption of Ground Lease by and between Flying Investments, LLC and
LC Joint Adventures, LLC, and acceptance of the Agreement For Assignment.
PASSED and APPROVED on 2/6/2018
Attest:
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Sondra E. Smith, City Clerk T.qmwg
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Page 2 Printed on 217118
City of Fayetteville, Arkansas 113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Text File
File Number: 2018-0064
Agenda Date: 2/6/2018 Version: 1 Status: Passed
In Control: City Council Meeting File Type: Resolution
Agenda Number: A. 8
FLYING INVESTMENTS/LC JOINT ADVENTURES, LLC:
A RESOLUTION TO APPROVE THE AGREEMENT FOR ASSIGNMENT OF A GROUND LEASE
FOR AIRPORT PROPERTY LOCATED AT 4560 SOUTH SCHOOL AVENUE FROM FLYING
INVESTMENTS, LLC TO LC JOINT ADVENTURES, LLC
WHEREAS, on March 18, 2003, the City of Fayetteville entered into a Ground Lease Agreement with Flying
Investments, LLC to lease airport property at 4560 South School Avenue for the purpose of constructing a
hangar for business operations for Seven Hundred and Eighty Dollars ($780.00) per month for thirty (30) years
which shall automatically be extended for an additional twenty (20) years at Flying Investments, LLC's option
with the rent being increased every five (5) years by an amount tied to Consumer Price Index; and
WHEREAS, following execution of the Ground Lease Agreement, the hangar was constructed and is owned
by the Gerald B. Jones Revocable Trust; and
WHEREAS, to safeguard the interests of Fayetteville's citizens, this Ground Lease Agreement can only be
sold, assigned or transferred with the consent of the City which "will not be unreasonably withheld." Paragraph
11 of the Agreement; and
WHEREAS, Flying Investments, LLC has requested that the City Council approve the assignment of this
ground lease to LC Joint Adventures, LLC which proposes to purchase the hangar constructed and owned by
the Gerald B. Jones Revocable Trust on the City's land and assume all the rights and responsibilities of Flying
Investments, LLC within the assigned Ground Lease Agreement.
NOW, THEREFORE, 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 Agreement
For Assignment of the rights, responsibilities and duties of the Ground Lease Agreement entered into on March
18, 2003, to LC Joint Adventures, LLC subject to the consummation of the purchase agreement by and
between the Gerald B. Jones Revocable Trust, LLC and LC Joint Adventures, LLC, the execution of the
Assignment and Assumption of Ground Lease by and between Flying Investments, LLC and LC Joint
Adventures, LLC, and acceptance of the Agreement For Assignment.
City of Fayetteville, Arkansas Page 1 Printed on 2/712018
City of Fayetteville Staff Review Form
20180064
Legistar File ID
2/6/2018
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
Summer Fallen 1/18/2018 Aviation /
Transportation Services Department
Submitted By Submitted Date Division / Department
Action Recommendation:
Staff recommends approval and signature of the Mayor on agreement for an assignment of the Flying Investments
ground lease to LC Joint Adventures, LLC,
Budget Impact:
Account Number
Fund
Project Number Project Title
Budgeted Item? NA Current Budget $
Funds Obligated $
Current Balance $
Does item have a cost? NA Item Cost
Budget Adjustment Attached? NA Budget Adjustment
Remaining Budget $
Previous Ordinance or Resolution # V20140710
Original Contract Number: Approval Date:
Comments:
CITY OF
FaL RV111C, CITY COUNCIL AGENDA MEMO
ARKANSAS
MEETING OF FEBRUARY 6, 2018
TO:
Mayor Lioneld Jordan
Fayetteville City Council
THRU:
Don Marr, Chief of Staff
Terry Gulley, Transportation Services Director
FROM:
Summer Fallen, Airport Services Manager
DATE:
January 18, 2018
SUBJECT:
LC Joint Adventures, LLC Agreement for Assignment
RECOMMENDATION:
Staff recommends approval and signature of the Mayor on agreement for an assignment of the
Flying Investments ground lease to LC Joint Adventures. LLC.
BACKGROUND:
Flying Investments entered into a ground lease with the city on March 18, 2003, for property
located at 4560 S. School Avenue, to construct a corporate hangar. The initial term of the lease
runs through 2033 and has the sole option to extend an additional twenty years. Flying
Investments paid $780.00 for the first year's rent and the amount has been adjusted every five
years.
Flying Investments is solely responsible for upkeep and maintenance of the leased property and its
hangar. The City also agreed to provide a significant discount for the sale of fuel as described in
Lease Attachment Dumber Two: First 100,000 gallons delivered in -to -plane $.25 above cost per
gallon; Second 100,000 gallons delivered in -to -plane $.20 above cost per gallon; Third 100,000
gallons delivered in -to -plane $.15 above cost per gallon; Fourth and Subsequent 100,000 gallons
delivered in -to -plane $.10 above cost per gallon.
DISCUSSION:
LC Joint Adventures, LLC has made an offer to Flying Investments for the purchase of the hangar
which will also require an assignment of the ground lease. Paragraph 11 of the ground lease
requires the written permission of the City for an assignment to be effective. LC Joint Adventures,
LLC has agreed to take on all of the rights and responsibilities set forth in the ground lease and
will also continue to receive the benefit of the fuel discount if the City agrees to the assignment.
BUDGET/STAFF IMPACT:
This lease will provide $1,397.45 in revenue to the airport per year at the current rate.
Attachments:
SRF
Agreement for Assignment
Letter from LC Adventures with proposed assignment
Resolution 39-03 Ground Lease Agreement
Mailing Address: www.fayetteville-ar.gov
113 W. Mountain Street
Fayetteville, AR 72701
AGREEMENT FOR ASSIGNMENT
Pursuant to the Fayetteville City Council Resolution approved on February 6,
2018, 1, Mayor Lioneld Jordan, do hereby consent on behalf of the City of Fayetteville to
the assignment of the Ground Lease Agreement entered into between the City of
Fayetteville and Flying Investments, LLC on March 18, 2003, for properly located at 4560
S. School Avenue, to LC Joint Adventures, LLC, subject to LC Joint Adventures, LLC's
complete and full acceptance of all of its responsibilities and duties within the Ground
Lease Agreement and its consummation of its purchase agreement with Gerald Jones,
Trustee of the Gerald B. Jones Revocable Trust, dated January 22, 2007.
ATTEST:
CITY QF FAYETTEVILLE
E �
City Clerk Sondra E. Smith ���tus+rr���►►ayor onel Jordan
Date: 201►.: G� �'fi '•
f=AYE17EV11_[.E%_`'=
LC Joint Adventures'Ii`fb gree that it shall bound by all the rights,
responsibilities and duties ixf &.,,'yV4*jihely and complete payment of rent of the
Ground Lease Agreement of Mar&110)2f3, entered into between the City of Fayetteville
and Flying Investments, LLC, once it has consummated its purchase agreement with
Gerald Jones, Trustee of the Gerald B. Jones Revocable Trust, dated January 22, 2007, and
the Ground Lease Agreement has been assigned to LC Joint Adventures, LLC. I hereby
certify that the below named person is authorized to sign for and bind LC Joint
Adventures, LLC.
WITNESS:
Signature
Name:.�l� �L
Title:
Date:
LC JOINT ADVENTURES, LLC
L
By:
Lance Creamer, Managing Member
Date: lanuar 17 2018
W. ASA HUTCHINSON III
LICENSED IN ARKANSAS AND MISSOURI
January 4, 2018
Via First Class Mail and Email
Blake E. Pennington
Assistant City Attorney
Office of the City Attorney of Fayetteville
113 W Mountain Street, Suite 302
Fayetteville, AR 72701
bpennington@fayetteville-ar.gov
479.878.1600
abutcbinsoii@ahlawgro-up.com
Re: Assignment of Land Lease from Flying Investments, LLC to
LC Joint Adventures, LLC
Dear Blake:
Flying Investments, LLC currently leases land from the City located at 4560 S. School
Avenue at the City's Municipal Airport. A corporate -style hangar has been constructed on this
property by Gerald Jones, Trustee of the Gerald B. Jones Revocable Trust, dated January 22, 2007.
Mr. Jones is the owner of Flying Investments, LLC, and desires to sell the hangar to my client LC
Joint Adventures, LLC. In connection with this proposed sale, the parties acre requesting that the
City approve of the assignment of Flying Investments, LLC's lease to LC Joint Adventures, LLC.
The purchase and sale of the hangar will not occur without the assignment of this lease as
requested.
LC Joint Adventures, LLC is owned by Lance Creamer and Mark Rockwell. Mr. Creamer
is an owner of JETT Aircraft, LLC which currently operates out of the hangar located at 4500 S.
School Ave. at the City's Municipal Airport. JETT Aircraft, LLC has been a good operator and
customer at the airport. LC Joint Adventurers, LLC will similarly be a responsible operator and
customer, and will of course agree to be bound by all the rights, responsibilities mid duties,
including the timely and complete payment of rent, of the tenant under the current lease between
Flying Investments, LLC and the City for the 4560 S. School Ave. property once said lease has
been assigned to LC Joint Adventures, LLC and its purchase of the associated hangar has been
consummated.
Enclosed is a copy of the proposed Assignment we request the City to approve. I have also
copied Tom Overbey, counsel for Flying Investments, LLC, Gerald Jones and Gerald Janes,
Trustee of the Gerald B. Jones Revocable Trust, dated January 22, 2007. Thank you and please
let me know if you need anything additional.
912 W. Central Avenue • Bentonville, Arkansas 72712
Blake E. Pennington
January 4, 2018
Page 2
Sincerely,
inson IIIAsa Utc:
Enclosure
Cc: Tom Overbey (via email only to toverbey@artaxlaw.com)
APR 10 2018
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
CITY CL _ S OFFICE
KNOW ALL MEN BY THESE PRESENTS that .Flying Investments, LLC, an Arkansas
limited liability company (the "Assignor''), in consideration of the mutual promises, agreements
and covenants contained in that particular Hangar Purchase Agreement executed by the parties
hereto on January 17, 2018 (the "Agreement''), and for other good and valuable consideration
given by LC Joint Adventures, LLC, an Arkansas limited liability company (the "Assignee '), the
receipt and sufficiency of which is hereby acknowledged, does hereby, effective as of the date
Assignor signs below ("Effective Date"), convey, transfer and assign unto the Assignee all of
Assignor's right, title and interest in and to the Lease Agreement entered into on March 18, 2003
by and between Assignor and the City of Fayetteville, Arkansas (the "City") attached hereto
whereby Assignor leases certain real estate from the City located at 4560 S. School Avenue,
Fayetteville, Arkansas (the "Ground Lease"),
TO HAVE AND TO HOLD the same unto the Assignee, its successors and assigns, from
and after the Effective Date hereof, subject to the terms, covenants, conditions and provisions
contained in the Ground Lease.
The Assignee hereby assumes, as of the Effective Date, the performance of all of the terms,
covenants and conditions of the Ground Lease herein assigned by the Assignor to the Assignee
from and after the Effective Date hereof and hereby agrees to perform all of the terms, covenants
and conditions contained in the Ground Lease from and after the Effective Date hereof, all with
the full force and effect as if Assignee had signed the Ground Lease originally as the tenant named
therein.
This instrument may be executed in counterparts, which counterparts, when taken together,
shall constitute a single agreement. This instrument may be executed and delivered by electronic
and/or facsimile transmission.
IN WITNESS WHEREOF, the parties hereto have each set their hands as of the date
indicated by each below but this Assignment and Assumption of Leases shall be effective as of the
Effective Date set forth herein.
ASSIGNOR:
Flying Inv ents, LLC
By:
Name: Gerald Jones
Title: '
Date:�-
ASSIGNEE:
LC Joint Adventures, LLC
Name: Lance Creamer
Title: Managing Member
Date: -q�- y
RESOLUTION No. 39-03
A RESOLUTION APPROVING A GROUND LEASE AGREEMENT
WITH FLYING INVEE'MENTS, LLC FOR SPACE AT THE
FAYETTEVILLE MUNICIPAL AIRPORT TO CONSTRUCT A
HANGAR AND AN OFFICE/SHOP,
BE 1T RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1. That the City Council hereby approves a Ground Lease
Agreement with Flying Investments, LLC for space at the Fayetteville Municipal
Airport to construct a hangar and an office/shop. A copy of the Lease
Agreement marked Exhibit "A" is attached hereto and made a part hereof,
PASSED and APPROVED this 181h day of March, 2003.
APPROVED:
By:
SONDRA SMITH, City Clerk
• 0
LEASE AGREEMENT
Ground Lease
This Lease Agreement entered into this Uday of 2003, by and between the City
of Fayetteville, Arkansas, hereinafter referred to as the "City" and Flying
Investments, LLC, P. O. Box $157 Fayetteville, Arkansas 72703 hereinafter referred to as
Flying Investments .
WHEREAS, the City owns and operates an Airport known as Fayetteville Municipal Airport -
Drake Field, situated in Washington County in the State of Arkansas; and
WHEREAS, Flying Investments desires to lease from the Citycertain space for the construction of
an aircraft hangar and ramp as described below:
CERTAIN TRACT OF LAND 120 FT. X 130 FT. LOCATED AT 4560 S.
SCHOOL AVENUE AT THE FAYETTEVILLE MUNICIPAL AIRPORT -
DRAKE FIELD AND MORE PARTICULARLY SET FORTH AND SHOWN
ON EXHIBIT "A", ATTACHED HERETO AND MADE A PART HEREOF.
NOW, THEREFORE, the parties hereto agree as follows:
1. LEASEHOLD. The City does hereby grant, demise and lease unto Flying Investments certain
premises situated in Washington County, Arkansas, within the boundaries of the Fayetteville
Municipal Airport- Drake Field. Flying Investments will be responsible for all improvements to the
Leased Premises.
2. TERM. The term of this lease is for thirty (30) years beginning on the first day of the next month
following the date the Occupancy Permit is granted ( day of 2003), and
ending at midnight the end of the previous month in the year 2033 ( , 2033),
unless otherwise terminated, canceled or extended as set forth herein below.
Fl ving Investments shall have six 6) mont_lis from A p n 1 1, 2003 to begin construction of the hangar.
The City or Flying Investments may terminate this lease at any time by giving the other party thirty
(30) days written notice of termination during the first six (6) months following the April 1, 2003
date, or prior to the ground breaking for the new facility. Failure to_begin construction before
October 1, 2003 will be an automatic cancellation of this g ound lease.
C�
•
A. Option to Extend. Flying Investments shall have the option to extend the Lease Term of
this Lease for one (1) period of Twenty (20) years if Flying Investments has satisfied the
following conditions (extensions beyond Fifty (50) years must be renegotiated and approved
by the City Council).
1). Flying Investments has complied with and performed all conditions, covenants,
and terms of the Agreement without any defaults known to Flying Investments, or
any defaults that are not otherwise in the process of being resolved in the manner
provided in this Agreement.
2). Notice of Flying Investments's request to renew has been made and presented in
writing to the City at least One Hundred Twenty(120) days prior to the expiration of
the term. '
3.) The amount of rental fees shall have been successfully negotiated and agreed to
by the parties for the extended lease term.
3. RENTAL FEES. During the term of this lease, Flying Investments agrees to pay the City an
annual ground rental fee of five cents ($.05) per square foot of total leased ground space. Leased
ground space totals 15,600 square feet. Annual rental due the City is Seven Hundred and Eighty
Dollars ($780.00) . Said rental is to be paid in advance in yearly installments on the 1S1 day of
ilex[ mor]th following the date of the Occu ai�_Pcnnit is =ranted 2003)
If paid annually, or in increments of five (5) years or less, rental charges shall be reviewed every five
(5) years and the rental charges for the next five (5) years of the lease term will be adjusted up to
reflect the Consumer Price Index (CPO plus one (1) percent, using the formula on Lease
Attachment #l.
A delinquency charge will be imposed payments not received by the close of business on the tenth
day after the due date. Such delinquency charge shall be the maximum amount allowable under
Arkansas law. All payments shall be delivered or mailed to: City of Fayetteville, 113 West Mountain
Street, Fayetteville, Arkansas 72701.
4. UTILITIES AND JANITORIAL SERVICES. Flying Investments shall be responsible for the
payment of the utilities associated with any, but not limited to, electric, gas, heating, water/sewer,
and trash removal to the leasehold.
The City shall not be required to furnish to Flying Investments any facilities or services of any kind,
such as, but not limited to, water/sewer, trash removal, electricity, or gas. Any such facilities or
services required by Flying Investments for their use and purposes shall be their sole and exclusive
responsibility and agree to hold City of Fayetteville harmless from any responsibility or liability
therefore.
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5. TERMS AND CONDITIONS. Flying Investments agrees to comply with and abide by all terms
and conditions set forth in this original Agreement of Lease,
6. USE OF THE PREMISES. Flying Investments agrees that the leased premises shall be used
and occupied only as an aircraft hangar and for related lawful purposes.
A. Flammable Material, Flying Investments further agrees not to store any flammable
material on the demised premises other than a limited supply of oils and agents necessary for
the operation of an aircraft hangar.
B. Hazardous Substance. Flying Investments shall not cause or permit any Hazardous
Substance to be used or stored on or in the Leased Premises with out first obtaining the City
of Fayetteville's written consent. If Hazardous Substances are used, stored, generated, or
disposed of on or in the Leased Premises or if the Leased Premises or any other Airport
property becomes contaminated in anymanner for which Flying Investments is responsible
or legally liable, Flying Investments shall indemnify and hold harmless the City of
Fayetteville from any and all claims, damages, fines, judgements, penalties, costs, liabilities,
or losses (including, without limitation and decrease in value of the Lease Premises, damages
caused by loss or restriction of rentable or usable space as part of the Leased Premises)
arising during or after the term hereof and arising as a result of that contamination by Flying
Investments, Flying Investments's agents, employees, and invitees. This indemnification
includes, without limitation, and all costs incurred because of any investigation of the Airport
or any cleanup, removal, or restoration mandated by a federal, state, local agency or political
subdivision.
C. Flying investments shall not start or operate aircraft engines within the facility leased
hereby and shall not allow such operations by any other person.
7. USF. OF THE AIRPORT. Flying Investmenis is granted the use, in common, without charge,
with others similarly authorized, of the airport, together with all facilities, equipment, improvements,
and services which have been or may hereafter be provided at or in connection with the Airport from
time to time including, but not limited to, the landing field and any extensions hereof or additions
thereto, roadways, runways, ramps, aprons, taxiways, flood lights, landing lights, beacons, control
tower, signals, radio aids, and all other conveniences for flying, landings and takeoffs.
Flying Investments agrees to observe and obey City of Fayetteville's Ordinances and Regulations
with respect to the use of the demised premised and Airport; provided, however, such Ordinances
and Regulations shall be consistent with safety and with all city, county, state, and federal
ordinances, rules and regulations. Flying Investments agrees to abide by the rulings of the Federal
Aviation Administration with respect to the use of the Leased Premises. `Airport Minimum
Standards for Operations and Commercial Activities' herein referred to as Airport Minimum
Standards at Fayetteville Municipal Airport are made part of this lease by reference as if included
word for word. Special provisions for the use of fuel storage facilities are listed on Lease
Attachment #2.
8. REPAIRS, MAINTENANCE AND APPEARANCE.
A. Flying Investments shall at all times during the term of this Lease Agreement, at Flying
Investments's expense, keep and maintain in good repair and safe condition the leased
premises and the equipment and appurtenances, both inside and outside, structural and non-
structural, extraordinary and ordinary, whether or not necessitated by wear, tear,
obsolescence or defects, latent or otherwise. When used herein, the term "repairs" shall
include all necessary replacements, renewals, alterations, additions, and betterments_ Flying
Investments acknowledges that Flying Investments shall be responsible for the repairs and
maintenance necessary to maintain the structural integrity of the hangar. Flying Investments
will at all times maintain the Leased Premises in a clean, orderly, and attractive condition;
not allow the accumulation of rubbish, trash, refuse and any unsightly conditions or fire
hazards on the Leased Premises. Flying Investments shall be responsible for mowing and the
upkeep of the outside grounds of the Leased Premises. Flying Investments shall be
responsible for all janitorial services and trash removal from the Leased Premises.
B. The necessity for and adequacy of repair to the Lease Premises, pursuant to Subparagraph
(a.) hereof, shall be measured by the standard which is appropriate for improvements of
similar construction and also shall meet the requirements and standards set out and
promulgated by the City pursuant to the primary lease referred to above.
C. Flying Investments agrees to reimburse the City for all sums and expenses incurred in the
repairs or maintenance required or caused to be made pursuant to the regulations and rules of
the City mentioned in Subparagraph (b) above as a result of failure by Flying Investments to
maintain or repair the demised premised as required.
9. ALTERATIONS AND IMPROVEMENTS. Flying Investments shall have prior written
consent from the City, meeting all City requirements, to make any alterations, additions and
improvements Flying Investments deems necessary and desirable to the interior of the leased
premises. Flying Investments shall not be entitled to make any major or material alterations,
additions or changes to the exterior of the leased premises without the City's prior written consent.
Flying Investments acknowledges and agrees that all such alterations, additions and improvements,
including paneling, partitions, railings, floors, ceilings and the like, shall become the property of the
City upon the terminations of the Lease Agreement.
10. INSURANCE. Flying Investments shall obtain and maintain property insurance coverage for
the repair or replacement of the leasehold and any adjacent improvements, with an insurance
company licensed to do business in the State of Arkansas, naming the City of Fayetteville and the
Fayetteville Municipal Airport and their trustees, agents, officers, and employees are named as an
4
Additional Insured on the policy, and Flying Investments shall provide the Airport Administration
Office with a Certificate of Insurance during the term of this Lease.
Flying Investments acknowledges that it is the Flying Investments's responsibility to maintain
insurance on Flying Investments's personal property.
11. SUB -LEASING AND ASSIGNMENT. Flying Investments shall not be entitled to sub -lease or
assign the Flying Investments's interest in this Lease Agreement without first obtaining the written
permission of the City, provided however, Flying Investments may assign Flying Investments's
interest in this Lease Agreement for a One Hundred and Eighty (180) day period to Qualified
Escrow, LLC, in order for Flying Investments to accomplish a tax deferred exchange under Section
1031 of the Internal Revenue Code. A request to sub-Icase or an assignment of the lease will not be
unreasonably withheld.
12. EVENTS OF DEFAULT. The following shall be "Events of Default" under this Agreement,
and the terms "Events of Default" or "Default" shall mean, whenever they are used herein, anyone or
more of the following.
A. Flying Investments shall fail to pay when due and owning any rentals hereunder and such
nonpayment shall continue for twenty days after written notice thereof by the Airport;
B. Flying Investments voluntarily shall abandon, desert, or vacate the Leased Premises;
C. Flying Investments shall fail to comply with insurance requirements imposed hereunder;
D. Flying Investments shall fail to observe or perform any other of its obligation hereunder,
and such failure shall continue un -remedied for twenty (20) days after the City shall have
given to the Flying Investments written notice specifying such default. Provided, the Airport
may grant Flying Investments such additional time as it's reasonably required to correct any
such default if Flying Investments has instituted corrective action and diligently is pursuing
the same;
E. Flying Investments shall fail to provide and maintain any security assurances required
hereunder; or
13. REMEDIES UPON FLYING INVESTMENTS'S DEFAULT. Whenever an Event of
Default of Flying Investments shall occur, the City may pursue any available right or remedy at law
or equity including:
A. Termination. At its exclusive option, the City deliver to Flying Investments written
notice of termination, specifying the date upon which the Agreement will terminate. In the
event of termination, Flying Investments's tights to possession of the Leased Premises
immediately shall cease. The City may then reenter and take possession of the Leased
Premises and Flying Investments forthwith shall surrender possession of the Leased
Premises. Upon termination of this Agreement, Flying Investments shall be liable for
payment of.
1.) All sums accrued through the date of termination.
2.) The reasonable costs incurred by the City to re -let the Leased Premises, or any
portion thereof; and
3.) The reasonable cost incurred by the City to restore the Leased Premised or any
portion thereof to the condition in which they originally were leased, ordinary wear
and tear excepted.
All rentals received by the City from re -letting the Leased Premises after the termination of this
Agreement shall be credited against the Outstanding Rental Balance. The acceptance by the City of
any rentals from Flying investments after the termination of this Agreement shall not reinstate this
Agreement.
Upon such notice, Flying Investments agrees to vacate the premises immediately. Should it become
necessary for City to resort to judicial process to enforce the terms of this Agreement, or reclaim
possession of the premises, Flying Investments agrees to pay a reasonable attomey's fee.
14. EXPIRATION OR TERMINATION. On the expiration or other termination of this Lease,
Flying Investments 's right to use the demised premises shall cease, and Flying Investments shall
vacate the premises without unreasonable delay. All property installed, erected, or placed by Flying
Investments in, on, or about the premises leased hereunder shall be deemed to remain the property of
City. Flying Investments shall have the right at any time during the term of this agreement, or any
renewal or extension hereof, and for an additional period of seven (7) days after the expiration or
other termin:u:on of this agreement, to remove any or all of Flying Investments's property, subject,
however to Flying Investments's obligation to repair all damage, i fany, resulting from such removal.
Any and all property not removed by Flying Investments prior to the expiration of the aforesaid
seven (7) day period shall thereupon become a part of the land on which it is located and title hereto
shall thereupon vest in City.
15. TERMINATION OF AIRPORT. In the event that the Fayetteville Municipal Airport facility
and property are no longer used for aviation purposes, the Flying investments may remain in
possession of the premises until the end of the lease term with the right to use the premises for any
use allowable under Arkansas law.
16. TAXES. Flying Investments shall pay all ad valorem taxes and assessments upon the leased
premises and upon all personal property located upon the leased premises which are assessed during
the lease term -
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17. MOR'T'GAGING OF LEASEIIOI.D. Flying Investments is hereby given the absolute right
without the City of Fayetteville's consent to mortgage his interest in the leased premises, provided
that no such mortgage shall extend to or affect the fee, the reversionary interest, or the estate of City
of Fayetteville in and to the land and building (hangar facility complex) erected thereon.
18. INDEMNITY. Flying Investments agrees to indemnify the City against any liability for injuries
to persons or damage to property caused by Flying Investments's gross negligent use or occupancy of
the leased premises; provided, however, that Flying Investments shall not be liable for any personal
injury, damage or loss occasioned by the negligence of City or its agents or employees, and provided
further, that each party shall give prompt and timely notice of any claim made or suit instituted which
in any way directly or indirectly affects or might affect either party, and each party shall have the
right to compromise and defend the same to the extent of its own interest. This clause shall not be
construed to waive that tort immunity asset forth under Arkansas Law.
019. NON -WAIVER. Neither the waiver by City of any breach of Flying Investments of any
provision hereof nor any forbearance by the Airport to seek a remedy for any such breach shall
operate as a waiver of any other breach of Flying Investments.
20. NOTICES. Any notice or consent required by this Agreement shall be sufficient if sent by
Certified Mail, return receipt requested, postage paid, to the following addresses:
ITY OF FAYETTEVILLE:
Airport Administration Office
4500 S. School Avenue, Suite F
Fayetteville, Arkansas 72701
PH: 479-718-7642
FAX: 479-718-7646
FLYING INVESTMENTS LLC:
Flying Investments
P. O. Box 8157
Fayetteville, Arkansas 72703
PH: 479-530-4000
FAX: 470-443-9424
21, NON-DISCRIMINATORY CLAUSE.
A. Flying Investments agrees to not discriminate by segregation or otherwise against any
person or persons because of race, creed color, religion, national origin, sex, martial status, or
handicap in the furnishing, or by refusing to furnish, to such persons the use of any facility,
including any and all services, privileges, accommodations, and activities provided thereby.
Nothing herein shall require the furnishing to the general public of the use of any facility
customarily furnished by the City solely to tenants, their employees, customers, patients,
client, guests, and invites.
B. This Agreement shall be construed under the laws of the State of Arkansas.
7
0
22. All the covenants, conditions, and provisions under this agreement shall extend to and bind the
legal representatives, successors, and assign of the respective parties hereof.
IN WITNESS WHEREOF, the parties have executed this lease on the day and year first above
written.
CITY OF7ZEV1jLE, ARKANSAS
By:
4� �-
Dan Coody, Mayor '
ATTEST:
By:
City Clerk
Flying Invest ze ts:
By:
i P,*
Title
ATTEST:
Title:
E
0
LEASE ATTACHMENT NUMBER ONE
Rent adjustments shall be made as of the commencement of each of the Dates Upon Which Rent
Increases Apply and shall be determined by the following formula:
Rent as last so increased under this Lease
multiplied K
1 + Current Index - Base Index
Base Index
Plus
one percent (1%) of the Rent as last so increased under this Lease
Where, "Current Index" shall be the CPI (D-1 Consumer Price Index -All CityAverage, ""all
items groups, subgroups and special groups, "published monthly in the Monthly Labor Review of tine
Bureau of Labor Statistics of the United States Department of Labor) for the month immediately
prior to the applicable Dates Upon Which Rent Increases Apply, and Base Index shall be the CPI for
the month immediately prior to the Commencement Date or the most recent Dates Upon Which Rent
Increases Apply, whichever is applicable_ In no event, however, shall the ;tent for any period be less
than the Rent as last so increased under this Lease. In the event that such CPI is no longer published
or otherwise available, the adjustment provided for herein shall be by the successor (or the most
nearly comparable successor index) thereto, adjusted as appropriate to the applicable dates.
0
•
I.eASF ArFACHMFNT NUMBER TWO
Fuel stored in the Airport Fuel Storage Facility shall be coordinated with the Airport Administration
Office and all fees and charges required by City Ordinance shall be remitted to the City of
Fayetteville. Deliveries shall be coordinated so as not to overfill the fuel storage tanks. In addition
to Buyer and Supplier Fees (Fuel Flowage Fees) charged by City of Fayetteville Ordinance, an In -To -
Plane Fee shall be charged at the following rate schedule for each calendar year.
First:
100,000 gallons delivered in-to-plane$.25 per gallon
Second:
100,000 gallons delivered in-to-plane$.20 per gallon
Third:
100,000 gallons delivered in-to-plane$.15 per gallon
Fourth:
And Subsequent-
100,000 gallons delivered in-to-plane$.10 per gallon
10
•
•
I'! Bil y TJ{}`sxu
L Fr(LE 46-
—1,90 ZOO
0 0
IN-
- X (10,,000
F'BO AMD
L;
IFLYING
I . ........
-6+..r
Exhibit "A"
I)m
b •
NAME OF FILE: Resolution No. 39-03
CROSS REFERENCE:
Item # Date Document
1 03/18/03 Res. 39-03 w/lease agreement
2 02/21/03 Staff Review Form
3 03/20/03 memo to Ray Boudreaux
NOTES:
FAYETT LLE 0
THE CITY Of EAYMEVILLE, ARKANSAS
DEPARTMENTAL CORRESPONDENCE
To: Ray Boudreaux
Airport
From: Clarice Buffalohead-Pearman*
City Clerk Division
Date: 3/20/2003
Re: Rea. No. 39-03
Attached please find an executed copy of the above resolution passed by the City Council on
March 16, 2003, approving a ground lease agreement with Flying Investments, LLC for space at
the Fayetteville Municipal Airport to construct a hangar and an office/shop,
I am returning one executed contract to you. The other original contract will be microfilmed and
filed with the city clerk's office. If anything else is needed please let the city clerk's office know.
Icbp
cc: Nancy Smith, Internal Auditor
3/,
31-0
STAFF REVIEW FORM
AG1iNDA Fila U
X CON"]'RA , REVIEW
_ GRANT REVIEW
For the Fayetteville City Council meeting of March 4, 2003
FROM:
Ray M. Boudreaux A_ tr ort Aviation & FconomtcDevelopment
Name Division Department
ACTION REQUIRED: Review and approve ground lease to Flying Investments, LI.C, for construction of a hangar and
office/shop complex at Fayetteville Municipal Airport, Drake Field.
COST TO CITY:
Cost of this Request Category/Project Budget Category/Project Name
Account Number Funds used to date Program Name
- _—� _Airport--
Project Number Remaining Balance bund
Bt ET REVIEW- X Budgeted Item Budget Adjustment Attached
Budget Manager Date Administrative Services Dir. Date
C RA. T/G A 'T/I,FASE RE TENI°:
o�
-,L1cc unting Maga ztq Internal Audii0l Date GRANTING AGENCY
ADA Coordinator Date
Purchasing Officer Date. Grants Coordinator Date
STAFF RIXOMMENDATION. Approve Lease for Mai'or Signature.
..............- - -
l)ivt to Hc- d Date Cross Reference
D a rste t Director
New e Item: Yes X No
�w Prev, Ord/Res#:
Admttti - Nc Sc Direct r at Ong Cont. Date:
Orig Cont #:
Date
1
• 0
STAFF REVIEW FORM Page 2
Meeting Date: March 4, 2003
Comments: Flying Investments, LLC has a ground lease on Fayetteville Municipal Airport, Drake Field and is
in construction of their first hangar. This ground lease will allow the company to construct an additional hangar
and to connect the two buildings with a shop and office complex. Flying Investments represents several
companies in the aircraft maintenance and repair, aircraft modifications, aircraft sales and aircraft management
businesses.
Budget Manager Reference Comments
Accounting Manager Reference Comments:
City Attomey Reference Comments:
Purchasing Officer Reference Comments:
Internal Auditor Reference Comments
ADA Coordinator Reference Comments:
Grants Coordinator Reference Comments:
FAYETTIVVILLE •
THE CITY OF FAYETTEVILLE, ARKANSAS
DAN COODY, MAYOR
MEMORANDUM
TO:
Dan Coody, Mayor
City Council Members
THRU:
Staff Review Committee
FROM:
Ray M. Boudreaux, Director, Aviation and E mic Development
DATE:
February 14, 2003
SUBJECT:
Ground Lease for Flying Investments LLC
Background: The Airport Board approved at their meeting of February 13, 2003, a ground
lease to Flying Investments, LLC for the construction of a second hangar and connecting
shop/office complex at Fayetteville Municipal Airport, Drake Field, Flying Investments is in
construction of their first hangar. The second hangar will be adjacent to and west of the first
hangar. Flying Investments, LLC represents several aviation related businesses that are
partners in the enterprise located at the airport.
Purpose: Review, approval and signature by the Mayor
Budget Considerations: Lease of 15.600 square feet of ground at $.05 per SF with increases
every 5 years at the rate of increase in the CPI plus 1 %. Initial term is 30 years with one renewal
for 20 years.
Requested Action: Mayor, sign the ground lease contract
Attachments: Staff Review Form
Ground Lease Contract (2 cys)
Aviation and Economic Development Department
Fayetteville Municipal Airport, Drake Field
4500 South School Avenue, Suite F
Fayetteville, Arkansas 72701
-Ray M. Boudreaux, Director
Blake Pennington
Submitted By
City of Fayetteville Staff Review Form
2018-0207
Legistar File ID
N/A
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
J
ARCH IVED
4/3/2018 CITY ATTORNEY (021)
Submitted Date Division / Department
Action Recommendation:
Mayor's signature on Memorandum of Lease Agreement and Non -Disturbance and Attornment Agreement. These
documents are necessary for LC Joint Adventures to obtain financing for the purchase of the hangar currently
owned by Flying Investments
Budget Impact:
Account Number
Project Number
Budgeted Item? NA Current Budget
Funds Obligated
Current Balance
Does item have a cost? No Item Cost
Budget Adjustment Attached? NA Budget Adjustment
Remaining Budget
Fund
Project Title
V20180321
Purchase Order Number: Previous Ordinance or Resolution # Res 42-18
Change Order Number: Approval Date:L;5-t __
Original Contract Number:
Comments:
TO: Mayor Jordan
4
FROM: Blake Pennington, Assistant City Attorn
DATE: April 3, 2018
Kit Williams
City Attorney
Blake Pennington
Assistant City Attorney
Rhonda Lynch
Paralegal
RE: Documents to allow LC Joint Adventures to finance purchase of hangar
On February 6, 2018, the City Council voted to authorize the assignment of the City's
ground lease agreement with Flying Investments, LLC to LC Joint Adventures, LLC.
LC Joint Adventures is financing the purchase of the hangar that was constructed on
the City's property through Legacy National Bank. The lease agreement gives the
lessee the absolute right to mortgage the property and they have asked us to sign two
documents; described below.
The first document is a Memorandum of Lease which contains the legal description
of the leased property. When the lease agreement was originally approved, no survey
had been done and there was not a proper legal description. A survey was recently
completed by Engineering Services, Inc. of Springdale. Summer Fallen at the Airport
and the City's Land Agent, Holly Jones, have confirmed that the survey accurately
depicts the leased property.
The second document is a Non -Disturbance and Attornment Agreement. This will
allow the bank to take possession of the property in the event of default by LC Joint
Adventures. We were originally concerned that the document would have granted
the bank the right to assign the lease to any third party; however, the bank agreed to
revise the agreement and preserve the City's right to approve any third party to take
over. This NDA also restricts the bank and any future assignee to operating within
the purposes of the lease agreement and the law, which will protect the airport's Part
139 certification.
The closing agent will collect the signatures of the other parties first and then, if you
approve, will collect your signature. I just wanted to go ahead and put this through
the review process so there would be no delay.
RECEIVED
!APR 5 2018
GCITYOF
LE iK S 5 1
MEMORANDUM EVIDENCING AN AGREEMENT FOR ASSIGNMENT OF
GROUND LEASE AGREEMENT
STATE OF ARKANSAS )
)ss
COUNTY OF WASHINGTON )
THIS MEMORANDUM is executed to evidence the terms contained in a written instrument
executed and effective on February 6, 2018, styled "Agreement for Assignment", by which the City
of Fayetteville, Arkansas ("Lessor") has consented to the assignment and assumption of that particular
written but unrecorded Ground Lease Agreement, executed and effective on March 18, 2003, to and
by LC Joint Adventures, LLC, an Arkansas limited liability company with its principal place of
business in Fayetteville, Arkansas ("Lessee"), whereby Lessor leases the following described tract of
real property to Lessee:
A part of Lot 15 and Lot 16, Greenland Acres, as shown on the recorded plat thereof,
and being a part of the Northwest Quarter (NWl/4) of the Southwest Quarter (SWIA),
Section Four (4), Township Fifteen (15) North, Range Thirty (30) West, Fifth
Principal Meridian, Washington County, Arkansas, and being more particularly
described as follows: Commencing at the Southeast corner of the Northwest Quarter
(NWI/4) of the Southwest Quarter (SWI/4) of said Section Four (4); thence along the
East line of said NWl/4 of the SWIA, NO2°47'26"E a distance of 314.46 feet; thence
leaving said East line, N87° 12'34"W a distance of 4.51 feet to the point of beginning,
said point being the Southeast corner of the LC Joint Adventures Hangar; thence along
the South building line of the LC Joint Adventures Hangar, N87°01 '49"W a distance
of 123.24 feet; thence continuing along the building line of the LC Joint Adventures
Hangar, the following seven (7) calls: Thence NO2°57'17"E a distance of 8.87 feet;
thence S87°02'43 "E a distance of 13.10 feet; thence NO2°52'36"E a distance of 121.55
feet; thence S86°5722"E a distance of 90.68 feet; thence S03°02'38"W a distance of
20.10 feet; thence S87°26'38"E a distance of 19.69 feet; thence S02°58'26"W a
distance of 110.35 feet to the point of beginning, containing 0.32 acres (14,092.03
square feet), more or less.
This Memorandum concerning 4560 S. School Avenue, Fayetteville, Arkansas, shall be filed for
record in the deed records of Washington County, Arkansas.
EXECUTED AND EFFECTIVE this 3'd day of April, 2018.
[signature page immediately follows]
"LESSOR"
CITY OF F,
STATE OF ARKANSAS )
COUNTY OF WASHINGTON )
ARKANSAS
On this �- day of April, 2018, before me personally appeared Lioneld Jordan, Mayor of the
City of Fayetteville, Arkansas, to me well known, who acknowledged that he had executed the
foregoing instrument for the purposes therein contained.
My Commission Expires:
.....
p ; NOTARY m
PUBLXG
a
STATE OF ARKANSAS
COUNTY OF WASHINGTON
Notary blic
"LESSEE"
LC JOINT ADVENTURES, LLC
y:
an
er, Managing Member
ACKNOWLEDGMENT
On this 3- day of April, 2018, before me personally appeared Lance Creamer, Managing
Member of LC Joint Adventures, LLC, an Arkansas limited liability company, to me well known,
who acknowledged that he had executed the foregoing instrument for the purposes therein contained.
My Commission Expires: Not ublic
,��,H.�•3YippQ�l�..
ri�
Loan No. 18000925
This instrument prepared by:
Jason N. Bramlett, Esq.
Friday, Eldredge & Clark, LLP
3425 North Futrall Drive, Suite 103
Fayetteville, AR 72703
RECEIVED
APR 5 2018
CITY OF FAYETTEVILLE
CITY CLERIC'S OFFICE
NON -DISTURBANCE AND ATTORNMENT AGREEMENT
This NON -DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement") is made and
entered into to be effective on the 5`h day of April, 2018, by and among the THE CITY OF
FAYETTEVILLE, ARKANSAS, whose mailing address is 113 West Mountain Street, Fayetteville, Arkansas
72701, Attention: . (hereinafter referred to as "Landlord"), LC JOINT
ADVENTURES, LLC, an Arkansas limited liability company, whose business mailing address is 275 S.
Harvey Dowell Road, Fayetteville, Arkansas 72701 ("LCJA"), as assignee of FLYING INVESTMENTS,
LLC, an Arkansas limited liability company ("Flying Investments"), and LEGACY NATIONAL BANK, a
nationally chartered bank, whose business mailing address is P.O. Box 6490, Springdale, Arkansas 72766,
Attention: Bryce Larry, Assistant Vice President of Commercial Lending, its successors and/or assigns
("Lender").
WITNESSETH:
WHEREAS, LCJA is the lessee of all that certain land situated in the County of Washington, State of
Arkansas, which is more particularly described on Exhibit A attached hereto and made a part hereof (the
"Land"), pursuant to a certain Lease Agreement (Ground Lease), dated March 18, 2003, by and between the
Landlord and Flying Investments, which such interest was assigned to LCJA (the "Ground Lease"), a copy of
which is attached hereto as Exhibit B;
WHEREAS, LCJA has acquired and owns the improvements constructed on and existing on the Land
(the "Improvements" together with the Land, the "Premises");
WHEREAS, Lender has extended a loan to LCJA (the "Loan"), which Loan is to be evidenced by that
certain (i) Loan Agreement (the "Loan Agreement") and (ii) Promissory Note executed by LCJA and made
payable to the order of Lender (the "Note");
WHEREAS, the Note is secured by that certain Leasehold Mortgage, Security Agreement, and Fixture
Filing (Secures Future Advances), dated of even date herewith, encumbering the Ground Lease and
Improvements, and recorded in the real estate records of the Circuit Clerk and Ex -Officio Recorder for
Washington County, Arkansas (the "Leasehold Mortgage"), and such other collateral documents as Lender
may require;
38683\0026\6189279.v2
WHEREAS, as a condition to funding the Loan, Lender required LCJA to assign to Lender the Ground
Lease and all other leases, rents, issues and profits of or derived from the Land and the Premises, whether
pursuant to the Ground Lease, or otherwise, all pursuant to the terms of the Leasehold Mortgage and an
Absolute Assignment of Leases, Rents, Issues and Profits dated of even date herewith, recorded in the real
estate records of the Circuit Clerk and Ex -Officio Recorder for Washington County, Arkansas (the
"Assignment" and, together with the Leasehold Mortgage, the "Security Documents"); and
WHEREAS, the parties hereto desire to enter into this Agreement to govern the relationship between
Lender, Landlord, and LCJA.
NOW, THEREFORE, for and in consideration of the premises recited above and the mutual covenants
hereof, the parties hereto stipulate, covenant and agree as follows:
1. Consent to Loan. Landlord hereby acknowledges and consents to the Leasehold Mortgage and
finds that the Leasehold Mortgage, the liens, claims, and encumbrances granted thereby, and the Loan, are in
compliance with the Ground Lease and are, therefore, approved in all respects.
2. Non -Disturbance. Landlord agrees that so long as LCJA complies with and performs its
obligations under the Ground Lease, and is not in default under the Ground Lease (beyond any period expressly
given LCJA under the Ground Lease to cure any such default, as modified by Section 4 below) in any manner
which would entitle Landlord to terminate the Ground Lease or would cause, without any further action of
Landlord, the termination of the Ground Lease, then:
a. Landlord will take no action which will interfere with or disturb LCJA's possession or
use of the Premises or other rights under the Ground Lease; and
b. in the event Lender or its successors or assigns (Lender and all such successors or assigns
are herein referred to, collectively, as the "Successor Tenant") becomes tenant of the Premises by foreclosure
(judicial or nonjudicial), exercise of a power of sale or other enforcement right under the Leasehold Mortgage,
exercise of the rights of a mortgagee in possession pursuant to the Leasehold Mortgage or the Assignment
pursuant to a receivership or otherwise, conveyance in lieu of foreclosure or other exercise of Lender's
remedies pursuant to the Leasehold Mortgage, the Assignment or any other documents exercised in connection
therewith (any or all of the foregoing hereinafter referred to as a "Foreclosure"), neither the Ground Lease nor
any of LCJA's rights pursuant to the Ground Lease shall be extinguished by reason of such Successor Tenant
acquiring the interest of LCJA or coming into the possession of, or acquiring title to, the Premises by reason of
such Foreclosure.
C. Notwithstanding anything in this Agreement to the contrary, the Landlord hereby
consents to and approves Lender as the Successor Tenant under the Lease and under this Agreement in the
event of a Foreclosure; however, in the event the Lender transfers, assigns, or sells its interest in the Ground
Lease, the Landlord reserves the right to consent and approve of such Successor Tenant pursuant to the terms
and conditions of the Ground Lease, which such consent and approval and will not be unreasonably withheld by
the Landlord.
3. Ground Lease Obligations Upon Foreclosure. Upon any Foreclosure, all rights and obligations
under the Ground Lease shall continue as though the interest of LCJA had not terminated or such Foreclosure
had not occurred, and, except as otherwise set forth herein, Landlord shall have the same remedies under the
Ground Lease against the Successor Tenant for the breach of the Ground Lease that Landlord would have had
against LCJA if the Successor Tenant had not succeeded to the interest of LCJA.
2
38683\0026\6189279.v2
4. Attornment. In the event that a Successor Tenant acquires title to the Premises through
Foreclosure or otherwise, so long as Successor Tenant assumes all obligations of LCJA under the Ground Lease
(a) the Ground Lease and all of the rights of LCJA pursuant to the Ground Lease shall remain in full force and
effect, (b) Landlord shall be bound to the Successor Tenant under all of the provisions of the Ground Lease for
the balance of the term thereof (including any extensions or renewals thereof which may be effected in
accordance with any options contained in the Ground Lease) with the same force and effect as if the Successor
Tenant was the original tenant under the Ground Lease, and (c) Landlord shall attorn to and recognize the
Successor Tenant as its tenant under the Ground Lease as aforesaid. Landlord further agrees to attorn to; (i)
Lender when in possession of the Premises pursuant to Lender's rights under the Leasehold Mortgage or the
Assignment; and (ii) any receiver appointed in an action or proceeding to foreclose the Leasehold Mortgage or
otherwise pursuant to Lender's rights under the Leasehold Mortgage or the Assignment, so long as Lender or
such receiver assumes all obligations of Lender under the Ground Lease. These provisions of attornment and
recognition shall be effective and self -operative and shall operate automatically without execution of any further
instruments on the part of either of the parties hereto. Landlord agrees, however, to execute and deliver at any
time, and from time to time, upon the request of LCJA, Lender or any Successor Tenant, any further instrument
or certificate which, LCJA, Lender or such Successor Tenant, as the case may be, deems to be reasonably
necessary or appropriate in any such Foreclosure proceeding or conveyance or otherwise to evidence such
attornment, including but not limited to the execution and delivery to each other a new lease for the balance of
the term of the Ground Lease, for the same Premises, at the same rental and upon the same terms and conditions
as therein provided. Landlord hereby waives any and all rights to terminate the Ground Lease by reason of any
default(s) on the part of LCJA under the Ground Lease, and if any court holds the Ground Lease to be
terminated by reason of one or more defaults of LCJA, this Agreement shall be deemed to be a new lease
between Lender, as tenant, and Landlord, as landlord, for the balance of the term of the Ground Lease, as
applicable, for the same Premises at the same rental and upon the same terms and conditions as therein
provided.
S. 'Notices of' Default. So long as the Leasehold Mortgage remains outstanding and unsatisfied,
Landlord will mail or deliver to Lender, at the address and in the manner provided below, a copy of all notices
permitted or required to be given to LCJA by Landlord under and pursuant to the terms and provisions of the
Ground Lease. Without limiting the foregoing, Landlord agrees that in the event of a default by LCJA under the
Ground Lease, Landlord shall give written notice to Lender specifying in detail the nature and extent of the
default. Lender shall have a period of time equal to the period of time permitted LCJA for curing any default
under the Ground Lease as therein provided. In the event that neither Lender nor LCJA cures the default
specified in the notice within the time periods specified herein, Landlord shall be entitled to exercise and assert
its rights under the Ground Lease against LCJA, but not otherwise.
6. LCJA Consents. LCJA's consent, approval or waiver under or with respect to the Ground Lease
or the Premises or any matter related thereto shall not be effective against Lender unless such consent, approval
or waiver is accompanied by the written consent of Lender. Without limiting the generality of the foregoing,
without the prior written consent of Lender, neither LCJA nor Landlord will (a) enter into any agreement
amending the Ground Lease, (b) cancel the term of, terminate or surrender, the Ground Lease, or accept any
cancellation, termination or surrender of the Ground Lease (unless pursuant to any termination right contained
in the Ground Lease or applicable law, but subject to Lender's rights to cure any associated default pursuant to
the terms hereof), or (c) assign or sublet all or any part of the Premises.
7. Ground _Lease Representations. LCJA and Landlord hereby certify to Lender that the Ground
Lease has been duly executed by LCJA and Landlord and is in full force and effect; that the Ground Lease has
not been modified or amended except as specified herein; that to the knowledge of LCJA and Landlord, no
party to the Ground Lease is in default thereunder; that no rent under the Ground Lease has been paid more than
thirty (30) days in advance of its due date; and that Landlord, as of this date, has no known charge, lien, offset,
3
38683\0026\6189279. Q
defense, current abatement right, counterclaim or other right or claim under the Ground Lease, or otherwise
against the rents or other charges due or to become due thereunder; and that (subject to the terms of the Ground
Lease) LCJA has accepted the Premises from Landlord in their "as is" condition.
8. Notices. Any and all notices, elections, demands, requests and responses thereto permitted or
required to be given under this Agreement shall be in writing, signed by or on behalf of the party giving the
same, and shall be deemed to have been properly given and shall be effective upon being either (i) personally
delivered or delivered by courier or messenger, (ii) delivered by recognized air courier (such as Federal
Express, UPS or Airborne), or (iii) deposited in the United States mail, certified with return receipt requested, in
each case with all postage or delivery charges prepaid, addressed to the other party at the address of such other
party set forth below or at such other address within the continental United States as such other party may
designate by notice specifically designated as a notice of change of address and given in accordance herewith;
provided, however, that the time period in which a response to any such notice, election, demand or request
must be given shall commence on the date of receipt thereof; and provided further that no notice of change of
address shall be effective until the date of receipt thereof. Rejection or other refusal to accept or inability to
deliver because of changed address of which no notice has been received shall also constitute receipt.
Any such notice, election, demand, request or response, if given to Lender, shall be addressed as
follows:
Legacy National Bank
Attn: Bryce Larry, Assistant Vice President of Commercial Lending
P.O. Box 6490
Springdale, Arkansas 72766
and, if given to LCJA, shall be addressed as follows:
LC Joint Adventures, LLC
275 S. Harvey Dowell Road
Fayetteville, Arkansas 72701
and, if given to Landlord, shall be addressed as follows:
The City of Fayetteville
112 West Mountain Street
Fayetteville, Arkansas 72701
Attention:
9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors, successors -in -title and assigns. When
used herein, the term "Landlord" refers to Landlord and to any successor to the interest of Landlord under the
Ground Lease, the term "LCJA" refers to LCJA and to any successor to the interest of LCJA under the Ground
Lease (except Successor Tenant); and the term "Lender" refers to Lender and any successor to the interest of
Lender under the Leasehold Mortgage and to any purchaser, including Lender, of the Premises at a Foreclosure.
10. Governing Law. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of Arkansas.
[Remainder of Page Intentionally Left Blank; Signature/Notary Pages to Follow]
4
38683\0026\6189279 Q
IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement as of the day
and year first above written.
LANDLORD:
STATE OF ARKANSAS
COUNTY OF WASHINGTON
THE CITY
By:(".e
Name:
FAYETTEVILLE, ARKANSAS
Title: _���r•
)SS. ACKNOWLEDGMENT
On this —5' day of April, 2018, 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
Liuyrel rr1., , in his capacity as ther of THE
CITY OF FAYETTEVILLE, ARKANSAS, a ,I lid A. , (the "City"),
being the person authorized by the City to execut such instrument, stating his capacity in that behalf, to me
personall well known for satisfactorily proven to be such person), who stated that he was the
of the Cit ' �^
Y� a , i � _ 'vls�ea3, s7 ailjr S+—wIc —6L"--505, --50s, and was duly
authorized in his acs pacity to execute the foregoing instrument for and in the name and behalf of the City, 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.
2018. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of April,
My Commission Expires: Notary PuMic
[Additional Signature/Notary Pages Follow]
38683\0026\6189279 Q
LCJA: LC JOINT ADVENTURES, LLC, an Arkansas limited liability
company ZManage�r�� B•Lance A. a
STATE OF ARKANSAS )
COUNTY OF ;, ) ss. ACKNOWLEDGMENT
On this day of April, 2018, 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 Lance A. Creamer, in his
capacity as a Manager of LC JOINT ADVENTURES, LLC, an Arkansas limited liability company
("LCJA"), being the person authorized by LCJA to execute such instrument, stating his capacity in that behalf,
to me personally well known (or satisfactorily proven to be such person), who stated that he was a Manager of
LCJA, an Arkansas limited liability company, and was duly authorized in his capacity to execute the foregoing
instrument for and in the name and behalf of LCJA, 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.
2018. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this $— day of April,
My Commission Expires:
1.
a7
N otai • Uc
[Additional LC Signature/Notary Page Follows]
6
38683\0026\6189279.v2
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LCJA: LC JOINT ADVENTURES, LLC, an Arkansas limited liability
company
By:
Mark David Rockwell, Manager
STATE OF ARKANSAS )
ss. ACKNOWLEDGMENT
COUNTY OF
On this 5� day of April, 2018, 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 Mark David Rockwell, in
his capacity as a Manager of LC JOINT ADVENTURES, LLC, an Arkansas limited liability company
("LCJA"), being the person authorized by LC to execute such instrument, stating his capacity in that behalf, to
me personally well known (or satisfactorily proven to be such person), who stated that he was a Manager of
LCJA, an Arkansas limited liability company, and was duly authorized in his capacity to execute the foregoing
instrument for and in the name and behalf of LCJA, 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.
2018. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this —S -day of April,
My Commission Expires:
Notary 1'u rlc
[Additional SignaturelNotary Page Follows]
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38683\0026\6189279.v2
11111 P"g f""rr
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LENDER:
STATE OF ARKANSAS
COUNTY OFi �O-
LEGACY
NATIONAL BANK, a nationally chartered bank
By:
Bryce arry, Assistant Vice President
of Commercial Lending
ACKNOWLEDGMENT
On this day of April, 2018, 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 Bryce Larry, an Assistant
Vice President of Commercial Lending of LEGACY NATIONAL BANK, a nationally chartered bank (the
"Bank"), being the person authorized by the Bank to execute such instrument, stating his capacity in that
behalf, to me personally well known (or satisfactorily proven to be such person), who stated that he was an
Assistant Vice President of Commercial Lending of the Bank, and was duly authorized in his capacity to
execute the foregoing instruments for and in the name and behalf of the Bank, 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.
2018. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this T day of April,
My Commission Expires: Notary Public
2.jsyzI
38683\0026\6189279.v2
8
EXHIBIT A
Legal Dese j tion of the Land
A part of Lot 15 and Lot 16, Greenland Acres, as shown on the recorded plat thereof, and being a hart of the
Northwest Quarter (N W 114) of the Southwest Quarter (SW 114), Section Four (4), Township Fifteen (15) North,
Range Thirty (30) West, Fifth Principal Meridian, Washington County, ,Arkansas, and being more particularly
described as follows: Commencing at the Southeast corner of the Northwest Quarter (NWI/4) of the Southwest
Quarter (SW 114) of said Section Four (4); thence along the East line of said NW114 ofthe SWI14, NO2047'26"E
a distance of 314.46 feet; thence leaving said East line, N87°12'34"W a distance of 4.51 feet to the point of
beginning, said point being the Southeast corner of the LC Joint Adventures Hangar; thence along the South
building line of the LC Joint Adventures Hangar, N87601'49"W a distance of 123.24 feet; thence continuing
along the building line of the LC Joint Adventures Hangar, the following seven (7) tails: Thence N02157'1 7"E a
distance of 8.87 feet; thence S87002'43"E a distance of 13.10 feet; thence NO2152'36"E a distance of 121.55
feet; thence S86°5722"E a distance of 90.68 feet; thence S03°42'38"W a distance of 20.10 feet; thence
S87°26'38"E a distance of 19.69 feet; thence S02°58'26"W a distance of 110.35 feet to the point of beginning,
containing 0.32 acres (14,092.03 square feet), more or less.
38683\0026\6189279.x2
Smith, Lorinda
From: Pennington, Blake
Sent: Friday, July 06, 2018 10:42 AM
To: Smith, Lorinda
Subject: RE: Flying Investments -LC Joint Adventures, LLC
Rather than wasting postage let's just shred it.
Blake E. Pennington
Assistant City Attorney
Tele: (479) 575-8313
bpennin onnfayetteville-ar.gov
From: Smith, Lorinda
Sent: Thursday, July 05, 2018 2:30 PM
To: Pennington, Blake <bpennington@fayetteville-ar.gov>
Subject: FW: Flying Investments -LC Joint Adventures, LLC
FYI
Lorinda Smith
Administrative Assistant
Office of the City Clerk Treasurer
City of Fayetteville, Arkansas
losm ith (@favettevi l le -a r.aov
T 479.575.8323
Website I Facebook I Twitter I Instagram I YouTube
aitr OP
!AVITrIVILL■
ARKANSAN
From: Josh Hite [mailto:losh.hite@citytitlellc.com]
Sent: Monday, July 02, 2018 8:36 AM
To: Smith, Lorinda <losmith@fayetteville-ar.gov>
Subject: RE: Flying Investments -LC Joint Adventures, LLC
Hi Lorinda,
I apologize, I was out of the office last week. It is not required for my transaction. I was just getting it signed as a
curtesy to the parties. Please either mail it back to me or you can shred it.
Thanks,
Josh
1
Our Benton County office has moved. Please note the new address below.
Joshua B. Hite
Attorney I Commercial Closing Agent I Title Agent
City Title & Closing LLC
5431 Pinnacle Pointe Drive, Suite 105, Rogers, AR 72758
O 479-935-4177 1 C 870-222-8342 1 F 866-889-7709
aosh.hite@citytitlellc.com I W www.citvtitlellc.com
From: Smith, Lorinda [mailto:losmith@favetteville-ar.gov]
Sent: Wednesday, June 27, 2018 2:02 PM
To: Josh Hite <josh.hite@citvtitlellc.com>
Subject: Flying Investments -LC Joint Adventures, LLC
Importance: High
Good afternoon,
Please find attached the Assessment Request document for Flying Investments -LC Joint Adventures, LLC. This original
document was left in my office for the client to come in and fill out. Is this a required document and If so, who do I need
to contact?
Thank you,
Lorinda Smith
Administrative Assistant
Office of the City Clerk Treasurer
City of Fayetteville, Arkansas
losmith@favetteville-ar.gov
T 479.575.8323
Website I Facebook I Twitter I Instagram I YouTube
CITY OF
!AV■Tr6VILL■
JOSH HITE
cit title
& c l o s i n g
1450 E. Zion Road, Suite 7
Fayetteville, AR 72703
main 479.935.4177
cell 870.222.8342
fax 866.889.7709
josh. h ite@citytitlellc. corn
RECEIVED
ORi"Gh'JAL APR 5 2018
CITY OF FAYETTEVIL
CITY CLERK'S OFFIC
Assessment Reauest for Improvement Only Parcel
Washington County Assessor's Office
Phone: 479-444-1500 Fax: 479-444-1518
Owner's Name
Renter's Name
Last
Currently Assessed
First
TO Last First
Location (911) Address
Address City
Owner's Mailing Address
Address City
Owner's Phone Renter's Phone
Number Number
Area Code Number
Land Owner's Name
Last First
Date of Construction /
Possession
Middle
Middle
State Zip
State Zip
Area Code Number
Middle
**Include Notarized General Affidavit
Description Of Improvement
Residential ❑ Commercial ❑
Square Footage # Baths Type of Floor Covering
Heat and air? Yes ❑ No ❑
Signature Date
By signing above you are affirming that you are the true owner of the Improvment and you are
f spor.y.�.......b......�... for any taxes due.
�.................. k A i* l..............................................................................................................................
Land Owner's Signature
61c;se Onl Below This Line
The above mentioned Improvement will besessed for the tax year:
Notes:
Assessor's Office
Representative Initials Today's Date
Date