HomeMy WebLinkAbout244-18 RESOLUTIONv cxrrrr
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113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 244-18
File Number: 2018-0719
MEADOW STREET PARKING DECK LEASE ASSIGNMENT:
A RESOLUTION TO AUTHORIZE MAYOR JORDAN TO SIGN AN ASSIGNMENT OF AND
ASSUMPTION OF LEASE OF MEADOW STREET PARKING DECK LEVELS 1 AND 3, PARKING
LEASE ESTOPPEL, AND DECLARATION ESTOPPEL IN CONNECTION WITH THE SALE OF THE
CHANCELLOR HOTEL
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 authorizes Mayor Jordan
to sign an Assignment of and Assumption of Lease of Meadow Street Parking Deck Levels 1 and 3, a
Parking Lease Estoppel, and a Declaration Estoppel in connection with the sale of the Chancellor Hotel.
PASSED and APPROVED on 12/4/2018
Attest:
Sondra E. Smith, City Clerk Treasure-�`*<c� 1• r=
• .y
FAYETTEVILLE;
,;�•. KHAN
rrf���NGT
Pfige 1 Printed on 121"
City of Fayetteville, Arkansas
Text File
File Number: 2018-0719
Agenda Date: 12/4/2018
In Control: City Council Meeting
Version: 1
MEADOW STREET PARKING DECK LEASE ASSIGNMENT:
113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Status: Passed
File Type: Resolution
A RESOLUTION TO AUTHORIZE MAYOR JORDAN TO SIGN AN ASSIGNMENT OF AND
ASSUMPTION OF LEASE OF MEADOW STREET PARKING DECK LEVELS 1 AND 3, PARKING
LEASE ESTOPPEL, AND DECLARATION ESTOPPEL IN CONNECTION WITH THE SALE OF THE
CHANCELLOR HOTEL
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 authorizes Mayor Jordan to sign
an Assignment of and Assumption of Lease of Meadow Street Parking Deck Levels 1 and 3, a Parking Lease
Estoppel, and a Declaration Estoppel in connection with the sale of the Chancellor Hotel.
City of Fayetteville, Arkansas Page 1 Printed on 1215/2018
Legistar ID No.: 2018-0719
AGENDA REQUEST FORM
FOR: Council Meeting of December 4, 2018
FROM: Mayor Lioneld Jordan
ORDINANCE OR RESOLUTION TITLE AND SUBJECT:
A RESOLUTION TO AUTHORIZE MAYOR JORDAN TO SIGN AN ASSIGNMENT OF AND
ASSUMPTION OF LEASE OF MEADOW STREET PARKING DECK LEVELS I AND 3,
PARKING LEASE ESTOPPEL, AND DECLARATION ESTOPPEL IN CONNECTION WITH
THE SALE OF THE CHANCELLOR HOTEL
K
I7TOR AGENDA:
ZAV
n ld Jordan
Asst. qty Attorney Blake Pennington
Approved as to form
Date
Date
RESOLUTION NO.
A RESOLUTION TO AUTHORIZE MAYOR JORDAN TO SIGN AN ASSIGNMENT OF
AND ASSUMPTION OF LEASE OF MEADOW STREET PARKING DECK LEVELS 1 AND
3, PARKING LEASE ESTOPPEL, AND DECLARATION ESTOPPEL IN CONNECTION
WITH THE SALE OF THE CHANCELLOR HOTEL
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 authorizes Mayor
Jordan to sign an Assignment of and Assumption of Lease of Meadow Street Parking Deck
Levels 1 and 3, a Parking Lease Estoppel, and a Declaration Estoppel in connection with the sale
of the Chancellor Hotel.
PASSED and APPROVED this 4 n day of December, 2018.
APPROVED: ATTEST:
By: By:
LIONELD JORDAN, Mayor SONDRA E. SMITH, City Clerk/Treasurer
OFFICE OF THE
CITY ATTORNEY
THRU:
FROM:
DATE:
RE:
DEPARTMENTAL CORRESPONDENCE
Mayor Jordan
City Council
y Kit Williams
City Attorney
�
Blake Pennington, Assistant City Attornjey;J4�
November 30, 2018
Kit Williams
City Attorney
Blake Pennington
Assistant City Attorney
Rhonda Lynch
Paralegal
Sale of Chancellor Hotel - Assignment of Parking Lease
An attorney for the owner of the Chancellor contacted the City this week to
advise that the hotel is being sold to a company called GFAR Owner, LLC.
In connection with that sale, they are asking the Mayor to sign three
documents, copies of which are attached to this memo.
As you know, the City leases 176 parking spaces in the Meadow Street
Parking Deck to the hotel for guest parking. The first document is an
assignment of that lease agreement to the new owner. The second document
is called a Parking Lease Estoppel, which essentially confirms the terms of
the parking lease.
The third document is called a Declaration Estoppel and is intended to
confirm the terms of a Declaration Creating Easements, Covenants,
Conditions and Restrictions that was signed by Mayor Fred Hanna in 1996.
That Declaration created easements in favor of what was then the Hilton
operated by Fayetteville Hotel Ventures Limited Partnership. The easement
Page Two -
Sale of Chancellor Hotel - Assignment of Parking Lease
was necessary because the hotel had been built with some balconies
extending into the public right of way along East Avenue.
Our parking lease with Southwind Hospitality allows it to assign the
parking lease in connection with a sale of the hotel as long as the new owner
agrees to continue operating the hotel as a hotel. The new owner explicitly
agrees to that condition in the Assignment; therefore, the City should
approve the assignment and both estoppel documents.
The matter is urgent because the closing is scheduled for December 12th. The
normal agenda process would have put this item on the December 181h
agenda and the current hotel owner has asked if we will help them keep their
closing date by pushing this through at the December 4 meeting. Please see
the attached email from Michael Maloff, Deputy General Counsel for the
Schulte Companies, owner of Southwind Hospitality.
Pennington, Blake
From: Michael Maloff <Michael.Maloff@schultehospitality.com>
Sent: Thursday, November 29, 2018 5:50 PM
To: Pennington, Blake
Cc: Jay Baribeau; Michael Maloff
Subject: RE: Chancellor Hotel
Attachments: City of Fayetteville - Declaration Estoppel.docx; AJ _ Chancellor - Assignment of and
Assumption of Lease of Meadow Street .... docx; Fayetteville - Signature Packet.pdf;
Parking Estoppel.pdf
That's great, thanks for pushing this through! Below is a brief explanation of the documents and the urgency. Let me
know if any additional information would be helpful to assist in the City Council's review.
An affiliate of Schulte Companies, Southwind Hospitality Holdings, LLC, as seller, is negotiating the sale of The
Chancellor Hotel (located at 70 North East Avenue). The sale is scheduled to close December 12, 2018. Pursuant
to the purchase and sale agreement, Seller is to obtain certain documents from the City of Fayetteville. Attached
for the City Council's review and approval are copies of (i) an Assignment of and Assumption of Lease of
Meadow Street Parking Deck Levels 1 and 3, (ii) a Parking Estoppel and (iii) a Declaration Estoppel. The Parking
Estoppel and Declaration Estoppel are typical estoppel certificates affirming, among other things, the rent
payable, that the agreements are in full force and effect and neither of the parties is in default thereunder. The
Assignment and Assumption is between Seller and the Purchaser, assigning the parking lease. The City (as
Landlord) executes the Assignment and Assumption "for the sole purpose of releasing" Seller from its
obligations under the parking lease.
To expedite the responsible party's signing, attached is a signature page packet which includes the three pages needing
execution. If you could coordinate execution of the attached and return a PDF to me, with originals to follow overnight
to my attention at the below address, that would be much appreciated. Thanks again your help.
Do not hesitate to contact me if you have any questions or need anything else.
Best,
Michael
Michael D. Maloff
Deputy General Counsel
Schulte Companies
2000 High Wickham Place Suite 300 1 Louisville KY 40245
T. (502) 301-7769 1 F. (888) 492-2009 1 C. (908) 432-1590
michael.maloff@schulir_lu.)�,l.=i[� litw_t,i)ni I www.Schu'll.Hi ., i:.com
The contents of this e-mail message and any attachments are confidential and are intended solely for addressee. The information
may also be legally privileged. This transmission is sent in trust, for the sole purpose of delivery to the intended recipient, If you have
received this transmission in error, any use, reproduction or dissemination of this transmission is strictly prohibited.
From: Pennington, Blake [mailto:bpennington@fayetteville-ar.gov]
Sent: Thursday, November 29, 2018 6:31 PM
To: Michael Maloff <Michael.Maloff@schultehospitality.com>
Cc: Jay Baribeau <Jay.Baribeau@schultehospitality.com>
Subject: RE: Chancellor Hotel
Type: REAL ESTATE
Kind: ASSIGNMENT
Recorded: 12/21/2018 12:25:50 PM'
Fee Amt: $40.00 Page 1 of 6
Washington County, AR
Kyle Sylvester Circuit Clerk
File# 201&00037667
PREPARED BY:
Perkins Coie LLP
131 S. Dearborn Street, Suite 1700
Chicago, Illinois 60603-5559
Attention: Adam Docks, Esq.
WHEN RECORDED RETURN TO:
Perkins Coie LLP
131 S, Dearborn Street, Suite 1700
Chicago, Illinois 60603.5559
Attention: Adam Docks, Esq.
When Recorded Return To: H1A)rl&A^
First American Title Insurance Company
National commercial services
30 N,1,4olle sr., Suite 2700 ASSIGNMENT OF AND ASSUMPTION
Chicago, IL 60602
File No: NCS OF
LEASE OF MEADOW STREET PARKING DECK
LEVELS 1 AND 3
1H16 A5SIGiI1ENT ANn ASSt7PilC1It OF LEASE CDF 1MiEA1DOW REFI'
TARKING DECK LEVELS 2 AND 3 (this "Assignment") is made as of the Ay of
( y�December, 2015, by and between SOUTHWIND HOSPITALITY HOLDINGS, LLC, an
Arkansas limited liability company ("Assigner"), and GFAR OWNER LLC, a Delaware limited
liability company ("Assignee"), on the other.
RE I,C TA„�.S
m A. Assignor, as seller, and Assignee's predecessor-in•interest, as purchaser, entered
Into that certain Hotel Asset Purchase and Sale Agreement dated as of July 30, 2018 (as amended
and/or assigned from time to time, collectively, the "Purchase Agreement"), for purchase of the
-Hotel (as that term is defined in the Purchase Agreement). Capitalized terms used but not
otherwise defined in this Assignment shall have the meaning ascribed to such terms in the
"'Purchase Agreement,
B. In conjunction with the sale and purchase of the Hotel, the Purchase Agreement
obligates Assignor to assign to Assignee, and Assignee to assume, all of Assignor's rights, title
and interest in, to and under that certain Lease of Meadow Street Parking Deck Levels I and 3
dated September 6, 2011 by and between the City of Fayetteville, Arkansas, as lessor
("Landlord"), and Seller, as lessee, as amended by that certain Amendment 41 to Lease of
Meadow Street Parking Deck Levels I and 3 dated July [ ], 2016 (collectively, the "Parking
Lease'), which leased premises is legally described on Exhibit "A" attached hereto and
incorporated herein by reference, subject to the terms and conditions set forth in this Assignment.
13v�1i6a I z.a
Perkins Coie LLP
131 S. Dearborn Street, Suite 1700
Chicago, Illinois 60603-5559
Attention: Adam Docks, Esq,
Perkins Coie LLP
131 S. Dearborn Street, Suite 1700
Chicago, Illinois 60603-5559
Attention: Adam Docks, Esq.
When Recorded Return To: HL&??
First Ainerican Title Insurance Company
National Commercial Services
30 N. Lo'oolle St., Suite 2700 ASSIGNMENT OF AND ASSUMPTION
Chicago, IL 606.02
File No: NCSo q I OF
I OF
LEASE OF MEADOW STREET PARKING DECK
LEVELS 1AND 3
�, } THIS ASSIGNMEPTT AND ASSUNIPTI{3ZSi Oi+ LEASE OF MEADO'k "[BEET
ARKING DECK LEVELS 1 AND 3 (this "Ansi omenf') is made as of the ay of
jDecember, 2015, by and between SOUTHWIND HOSPITALITY HOLDINGS, LLC, an
, jArkansas limited liability company ("Assignor"), and GEAR OWNER LLC, a Delaware limited
liability company ("Assignee"), on the other.
fi- „
RECITALS
A. Assignor, as seller, and Assignee's predecessor -in -interest, as purchaser, entered
E into that certain Hotel Asset Purchase and Sale Agreement dated as of July 30, 2018 (as amended
_a and/or assigned from time to time, collectively, the "Purchase Agreement"), for purchase of the
Hotel (as that term is defined in the Purchase Agreement). Capitalized terms used but not
otherwise defined in this Assignment shall have the meaning ascribed to such terms in the
""Purchase Agreement.
E. In conjunction. with the sale and purchase of the Hotel, the Purchase Agreement
obligates Assignor to assign to Assignee, and Assignee to assume, all of Assignor's rights, title
and interest in, to and under that certain Lease of Meadow Street Parking Deck Levels I and 3
dated September 6, 2011 by and between the City of Fayetteville, Arkansas, as lessor
("Landlord"), and Seller, as lessee, as amended by that certain Amendment #1 to Lease of
Meadow Street Parking Deck Levels 1 and 3 dated July [ ], 2016 (collectively, the "Parking
Lease"), which leased premises is legally described on Exhibit "A" attached hereto and
incorporated herein by reference, subject to the terms and conditions set forth in this Assignment.
[3S9�a6a 12.2
NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and
conditions herein contained, the parties hereto (together, the "Parties;" and each sometimes a
"Party") hereby act and agree as follows:
1. Assignment. Assignor hereby assigns, sets over and transfers to Assignee, and
Assignee hereby takes and accepts from Assignor, all of Assignor's legal and beneficial rights,
title and interest in, to and under the Parking Lease.
I Assumption of Obligations and Liabilities by Assignee. Assignee hereby
assumes all of the obligations and liabilities of Assignor under the Parking Lease accruing from
and after the date hereof. Assignee agrees to continue operating the Hotel as a hotel.
3 No Impairment of Purchase Agreement Provisions, This Assignment is
executed pursuant to, in accordance with and subject to the terms and conditions of the Purchase
Agreement, which are incorporated herein by this reference. Nothing contained in this
Assignment shall be deemed to limit, waive or otherwise derogate from any warranty,
representation, covenant or indemnification made in the Purchase Agreement by either Party, or
to waive or abrogate any limits on liability specified in the Purchase Agreement, and none of
such provisions in the Purchase Agreement shall be deemed to have merged into the assignment
made by this Assignment. To the extent that any provision of this Agreement is inconsistent
with the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall
govern,
44 Counterparts. This Assignment may be executed in any number of counterparts
and by each Party on a separate counterpart or counterparts, each of which when so executed and
delivered shall be deemed an original and all of which taken together shall constitute but one and
the same instrument.
5. Governing Law. This Assignment shall be deemed to be an agreement made
under the laws of the State of Arkansas, without reference to conflicts of laws principles, and for
all purposes shall be governed by and construed in accordance with such laws.
6. Binding Effect. This Assignment shall be binding upon and inure to the benefit
of each of the Parties and its successors and assigns.
7. Warranty of Signers. Each individual executing and delivering this Assignment
on behalf of a Party hereby represents and warrants to the other Party that such individual has
been duly authorized and empowered to make such execution and delivery.
8. Release of Assignor, Landlord joins herein for the sole purpose of releasing
Assignor from its obligations under the Lease as of the date hereof.
iasaas�iz.z
IN WITNESS WHEREOF, the Parties have caused this Assignment to be executed and
delivered by their respective representatives, thereunto duly authorized, as of the date first above
written.
ASSIGNOR: SOUTHWIlVD HOSPITALITY HOLDINGS, LLC,
an Arkansas limited liabilityrQ9 ll'any
By:
State of �i�\tiit,�l,`
Title:
°� t
County of .
c
,f i
On this day of 46 20 , before me, � j L , a Notary
Public, (or before any officer within this State or without the 9tate now qualified under existing
law to take acknowledgments), duly commissioned, qliftecf , within and for said
County and State, appeared in person the within named d an Ig� (being the person
authorized by said limited liability company to execute such i trument, stating his/her capacity
in that behalf), to me person y well own (or satisfactorily proven to be such person), who
stated that he/she was the of Southwind Hospitality Holdings, LLC, a limited
liability company, and was duly auth 'zed in his/her respective capacity to execute the foregoing
instrument for and in the name and behalf of said limited liability company, and further stated and
acknowledged that he/she had so signed, executed, and delivered said foregoing instrument for the
consideration, uses, and purposes therein mentioned and set forth.
IN TET ONY WHEREOF, I have hereunto set my h� d and official seal day
of T 11 n 20
q� Notary Public
My commission expires: !v i bl 2mL _
EiEeaBi Nelson S
139946012.2
rrtitPs
parnwv 6V(3TARV 1'dJ�LIC
State at Large, Kentucky
IO # 608915
y�i usd`G My Commission Expires
aec� October 27, 2022
ASSIGNEE: GFAR OWNERLLC,
a Delaware limited liability company
By
Name: Benjamin Weprin
Title: Authorized Signatory
State of I I I i�a't
County of eSt
On this day of December, 2018, before me, , a. vlia 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 Benjamin Weprin (being the person
authorized by said limited liability company to execute such instrument, stating his/her capacity
in that behall), to me personally well known (or satisfactorily proven to be such person), who
stated that he/she was the Authorized Signatory of GFAR Owner LLC, a Delaware limited
liability company, and was duly authorized in his/her respective capacity to execute the
foregoing instrument for and in the name and behalf of said limited liable company, and
further stated and acknowledged that he/she had so signed, executed, and delivered said
foregoing instrument for the consideration, uses, and purposes therein mentioned and set forth.
My commission expires: � mar ,c; %+%�(
N tary ublic
Sl"EPHANIE DENSON
Official Seal
Notary Public- State oflllinois
4 !'vIV Commission Expires Jan 2�J, 2021
-,aas�'sW
1N TESTIMONY WHEREOF, I have hereunto
set my hand and
official seal this
day
of December, 2018.
My commission expires: � mar ,c; %+%�(
N tary ublic
Sl"EPHANIE DENSON
Official Seal
Notary Public- State oflllinois
4 !'vIV Commission Expires Jan 2�J, 2021
-,aas�'sW
LANDLORD: CITY OFAYETTEVILLE, ARKANSAS,
an Arkans MunicitfN Corporation
By;
Title:
State of
County of
On thiZ$Iday of 20f, 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, quali ed and a tin , within and for said
County and State, appeared in person the within named (being the
person authorized by said limited liability company to execute such instrument, stating his/her
capacity in that behalf), to me person 1 well known (or satisfactorily proven to be such person),
who stated that he/she was the of the City of Fayetteville, Arkansas, an
Arkansas municipal corporation, and wa duly authorized in his/her respective capacity to
execute the foregoing instrument for and in the name and behalf of said limited liability
company, and further stated and acknowledged that he/sl ehad so signed, executed, and
delivered said foregoing instrument for the consideration, uses, and purposes therein mentioned
and set forth.
TEST MONY WHEREOF, I have hereunto set my hand and official seal this
day of 20.
s
Public
My commission expires: c�` Y'' ot��`� ��
o®jkl�55 ottl �1?
6
��� �MpTRfly
nsF. p IILtl�
[Signature page to Assignment and Assumption of Parking Lease]
139946Q 12 2
Exhibit A
Leased Premises
The leased premises is situated in the County of Washington, State of Arkansas, and described as
follows:
A LEASEHOLD INTEREST, BY AND THROUGH THAT CERTAIN LEASE OF MEADOW
STREET PARKING DECK, DATED SEPTEMBER 6, 2011, EXECUTED BY AND
BETWEEN THE CITY OF FAYETTEVILLE, AS LESSOR/LANDLORD AND SOUTHWIND
HOSPITALITY, LLC, AS LESSEE/TENANT, OVER AND ACROSS THE FOLLOWING
DESCRIBED TRACT OF LAND:
EIGHTY-wvp'N (97) PARKING SPACES LOCATED IN THE FIRST LEVEL AND
EIGHTY-NINE (89) PARKING SPACES LOCATED ON THE THIRD LEVEL OF THE
MEADOW STREET PARKING DECK LOCA'CED UPON ILEAL PROPERTY MORE
PARTICULARLY DESCRIBED AS: A PART OF BLOCK NUMBERED FIFTEEN (15) IN
THE ORIGINAL PLAT OF THE CITY OF FAYETTEVILLE, ARKANSAS, AS 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.
73494fi012.2
PREPARED BY:
Perkins Coie LLP
131 S. Dearborn Street, Suite 1700
Chicago, Illinois 60603-5559
Attention: Adam Docks, Esq.
WHEN RECORDED RETURN TO:
Perkins Coie LLP
131 S. Dearborn Street, Suite 1700
Chicago, Illinois 60603-5559
Attention: Adam Docks, Esq.
ASSIGNMENT OF AND ASSUMPTION
OF
LEASE OF MEADOW STREET PARKING DECK
LEVELS 1 AND 3
THIS ASSIGNMENT AND ASSUMPTION OF LEASE OF MEADO WREET
PARKING DECK LEVELS 1 AND 3 (this "Assignment") is made as of the ay of
December, 2018, by and between SOUTHWIND HOSPITALITY HOLDINGS, LLC, an
Arkansas limited liability company ("Assignor"), and GFAR OWNER LLC, a Delaware limited
liability company ("Assignee"), on the other.
RECITALS
A. Assignor, as seller, and Assignee's predecessor -in -interest, as purchaser, entered
into that certain Hotel Asset Purchase and Sale Agreement dated as of July 30, 2018 (as amended
and/or assigned from time to time, collectively, the "Purchase Agreement"), for purchase of the
Hotel (as that term is defined in the Purchase Agreement). Capitalized terms used but not
otherwise defined in this Assignment shall have the meaning ascribed to such terms in the
Purchase Agreement.
B. In conjunction with the sale and purchase of the Hotel, the Purchase Agreement
obligates Assignor to assign to Assignee, and Assignee to assume, all of Assignor's rights, title
and interest in, to and under that certain Lease of Meadow Street Parking Deck Levels 1 and 3
dated September 6, 2011 by and between the City of Fayetteville, Arkansas, as lessor
("Landlord"), and Seller, as lessee, as amended by that certain Amendment #1 to Lease of
Meadow Street Parking Deck Levels I and 3 dated July [ ], 2016 (collectively, the "Parking
Lease"), which leased premises is legally described on Exhibit "A" attached hereto and
incorporated herein by reference, subject to the terms and conditions set forth in this Assignment.
134946012.2
NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and
conditions herein contained, the parties hereto (together, the "Parties," and each sometimes a
"Party") hereby act and agree as follows:
1. Assignment. Assignor hereby assigns, sets over and transfers to Assignee, and
Assignee hereby takes and accepts from Assignor, all of Assignor's legal and beneficial rights,
title and interest in, to and under the Parking Lease.
2. Assumption of Obligations and Liabilities by Assignee. Assignee hereby
assumes all of the obligations and liabilities of Assignor under the Parking Lease accruing from
and after the date hereof. Assignee agrees to continue operating the Hotel as a hotel.
3. No Impairment of Purchase Agreement Provisions. This Assignment is
executed pursuant to, in accordance with and subject to the terms and conditions of the Purchase
Agreement, which are incorporated herein by this reference. Nothing contained in this
Assignment shall be deemed to limit, waive or otherwise derogate from any warranty,
representation, covenant or indemnification made in the Purchase Agreement by either Party, or
to waive or abrogate any limits on liability specified in the Purchase Agreement, and none of
such provisions in the Purchase Agreement shall be deemed to have merged into the assignment
made by this Assignment. To the extent that any provision of this Agreement is inconsistent
with the provisions of the Purchase Agreement, the provisions of the Purchase Agreement shall
govern.
4. Counterparts. This Assignment may be executed in any number of counterparts
and by each Party on a separate counterpart or counterparts, each of which when so executed and
delivered shall be deemed an original and all of which taken together shall constitute but one and
the same instrument.
5. Governing Law. This Assignment shall be deemed to be an agreement made
under the laws of the State of Arkansas, without reference to conflicts of laws principles, and for
all purposes shall be governed by and construed in accordance with such laws.
6. Binding Effect. This Assignment shall be binding upon and inure to the benefit
of each of the Parties and its successors and assigns.
7. Warranty of Signers. Each individual executing and delivering this Assignment
on behalf of a Party hereby represents and warrants to the other Party that such individual has
been duly authorized and empowered to make such execution and delivery.
8. Release of Assignor. Landlord joins herein for the sole purpose of releasing
Assignor from its obligations under the Lease as of the date hereof.
[SIGNATURES ON FOLLOWING PAGE]
139946012.2
IN WITNESS WHEREOF, the Parties have caused this Assignment to be executed and
delivered by their respective representatives, thereunto duly authorized, as of the date first above
written.
ASSIGNOR: SOUTHWIND HOSPITALITY HOLDINGS, LLC,
an Arkansas limited liability company
By, -
Name: _ __.....�.
Title:
State of
County of
On this day of , 20 , 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 (being the
person authorized by said limited liability company to execute such instrument, stating his/her
capacity in that behalf), to me personally well known (or satisfactorily proven to be such person),
who stated that he/she was the of Southwind Hospitality Holdings, LLC, a
limited liability company, and was duly authorized in his/her respective capacity to execute the
foregoing instrument for and in the name and behalf of said limited liability company, and
further stated and acknowledged that he/she 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 ...--,20
Notary Public
My commission expires-
1399460122
xpires:
1399460122
ASSIGNEE: GFAR OWNER LLC,
a Delaware limited liability company
By:_
Name:
Title:
State of
County of
On this day of , 20 , 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 , (being the
person authorized by said limited liability company to execute such instrument, stating his/her
capacity in that behalf), to me personally well known (or satisfactorily proven to be such person),
who stated that he/she was the of . a
limited liability company, and was duly authorized in his/her respective capacity to
execute the foregoing instrument for and in the name and behalf of said limited liability
company, and further stated and acknowledged that he/she 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 —,20
Notary Public
My commission expires:
139946012.2
LANDLORD: CITY OF PAYETTEVILLE, ARKANSAS,
an Arkansan MuniciA Corpol-ation
NZ4
N
Title:
State of N U=
County of
20 0 nye a Notary lJl 4
�n this �c ay �f � �., before
Public, (or before any officer within this State or without the State now qualified under existing
law to take acknowledgments), duly commissioned, quali ed �annd� �a tin , w.thin and for said
County and State, appeared in person the within named (being the
person authorized by said limited liability company to execute such instrument, stating his/her
capacity in that behalf), to me person ly well kn wn (or satisfactorily proven to be such person),
who stated that he/she was the of the City of Fayetteville, Arkansas, an
Arkansas municipal corporation, and waeJduly authorized in his/her respective capacity to
execute the foregoing instrument for and in the name and behalf of said limited liability
company, and fiuther stated and acknowledged that he/she had so signed, executed, and
delivered said foregoing instrument for the consideration, uses, and purposes therein mentioned
and set forth.
TESTIMONY WHEREOF, 1 have hereunto set my hand and official seal this
day of 13LCRJ&bW 2[} I
-. VW
_.%-OIINQ+Shatary Public
My commission expires:_, " dU)'(9,
139946012.2
[Signature page to Assignment and Assumption of Parking Lease]
Exhibit A
Leased Premises
The leased premises is situated in the County of Washington, State of Arkansas, and described as
follows:
A LEASEHOLD INTEREST, BY AND THROUGH THAT CERTAIN LEASE OF MEADOW
STREET PARKING DECK, DATED SEPTEMBER 6, 2011, EXECUTED BY AND
BETWEEN THE CITY OF FAYETTEVILLE, AS LESSOR/LANDLORD AND SOUTHWIND
HOSPITALITY, LLC, AS LESSEE/TENANT, OVER AND ACROSS THE FOLLOWING
DESCRIBED TRACT OF LAND:
EIGHTY-SEVEN (87) 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, AS 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.
139946012.2
Chancellor Hotel, 70 North East Avenue, Fayetteville, Arkansas
Parking Lease Estoppel
TO: Southwind Hospitality Holdings, LLC
c/o Schulte Hospitality Group
2000 High Wickham Place, Suite 300
Louisville, Kentucky 40245
Attn: Darryl Schulte and Jay Baribeau
AJ CP LLC
c/o AJ Capital Partners LLC
133 North Jefferson St., 4th Floor
Chicago, Illinois 60661
Attn: Andrew J. Weprin and Timothy G. Franzen
RE: Lease of Meadow Street Parking Deck Levels 1 and 3 dated September 6, 2011, as amended
by that certain Amendment #I to Lease of Meadow Street Parking Deck Levels 1 and 3 dated
July U 2016 (collectively, the "Lease") of eighty-seven parking spaces located on the first
level and eighty-nine parking spaces located on the third level of the Meadow Street Parking
Deck in Fayetteville, Arkansas ("Premises") between the City of Fayetteville, Arkansas
("Landlord"), as landlord, and Southwind Hospitality Holdings, LLC, an Arkansas limited
liability company ("Tenant"), as tenant.
Landlord hereby represents, warrants and certifies to Tenant, Tenant's prospective purchaser of the
hotel adjacent to the Premises ("the Hotel"), the prospective holder of the note or other obligations
secured or to be secured by a mortgage upon the Hotel ("Tenant's Lender"), and such parties'
respective successors and assigns, as follows:
1. The term of the Lease commenced on October 1, 2011. The Lease is in its first seven
(7) year renewal term, which expires on September 30, 2019, and is subject to an additional automatic
renewal term of seven (7) additional years;, which would expire on September 30, 2026, subject to the
terms of the Lease.
2. The Lease, as described above, is true, correct and complete and has not been modified
or amended except as described above, and is in good standing and in full force and effect.
3. Landlord has received payment of monthly fixed rent under the Lease in the amount
of $8,800.00 and no such rent remains outstanding as of the date of execution of this certificate.
4. Tenant has paid Landlord a security deposit under the Lease in the amount of
$8,900.00.
5. As of the date hereof, there are no defaults on the part of either the Landlord or the
Tenant under the terms of the Lease, and no event has occurred which with notice or the passage of
time or both would constitute a default by either the Landlord or the Tenant thereunder.
Tenant has no charge, lien, claim or right of offset or defense against rent due or to
139588279 14
Chancellor Hotel, 70 North East Avenue, Fayetteville, Arkansas
become due under the Lease or otherwise under any of the terms, conditions, or covenants contained
therein.
7. No monthly rental has been prepaid (except for prepayment of the current month's
rental), and no other stuns (including amounts for the payment of utilities, property taxes, insurance
and other charges) owing by the undersigned under the terms of the Lease are past -due.
8. Tenant has not received any concession (rental or otherwise) in connection with
renting the Premises except as follows: NONE.
9. To Landlord's knowledge, Tenant has not entered into any sublease, assignment or
other agreement transferring any of its interest in the Lease or the Premises.
10. The certifications and agreements contained herein are made with the knowledge that
Tenant's Lender, as prospective mortgagee of the Hotel, will place substantial reliance thereon, This
Landlord Estoppel Certificate shall inure to the benefit of Tenant, Tenant's prospective purchaser of
the Hotel, Tenant's Lender, and each of their respective successors and assigns, and shall be binding
upon Landlord and Landlord's successors and assigns. This Landlord Estoppel Certificate shall not
be deemed to alter or modify any of the terms and conditions of the Lease, except to the extent
specifically set forth herein.
It. The person signing this letter on behalf of Landlord is a duly authorized representative
of Landlord.
[Signature appears on following page]
139588279 14
Chancellor hotel, 70 North East Avenue, Fayetteville, Arkansas
IN W ITN ESS HEREOF, the undersigned has executed this Tenant's Estoppel Certificate
as of the 2018,
WITNESSES: CITY4sk
VPO
KANSAS,
an Ark
A �� Title:
A, G1TY 0'•.s'�'4
—
��: aY�77ev1���s
�ANc�S.,,�1..
139588279 14
Chancellor Hotel, 70 North East Avenue, Fayetteville, Arkansas
Declaration Estoppel
TO: Southwind Hospitality Holdings, LLC
c/o Schulte Hospitality Group
2000 High Wickham Place, Suite 300
Louisville, Kentucky 40245
Attn: Darryl Schulte and Jay Baribeau
AJ CP LLC
c/o AJ Capital Partners LLC
133 North Jefferson St., 4th Floor
Chicago, Illinois 60661
Attn: Andrew J. Weprin and Timothy G. Franzen
RE: Declaration Creating Easements, Covenants, Conditions and Restrictions dated October 3,
1996 (the "Declaration") between the City of Fayetteville, Arkansas ("Grantor"), as grantor,
and Fayetteville Hotel Ventures Limited Partnership ("Grantee"), the predecessor in
interest to Southwind Hospitality Holdings, LLC, an Arkansas limited liability company, as
grantee.
Grantor hereby represents, warrants and certifies to Grantee, Grantee's prospective purchaser of the
hotel adjacent to the premises (the "Hotel"), the prospective holder of the note or other obligations
secured or to be secured by a mortgage upon the Hotel ("Grantee's Lender"), and such parties'
respective successors and assigns, as follows:
1. The Declaration, as described above, is true, correct and complete and has not been
modified or amended except as described above, and is in full force and effect.
2. As of the date hereof, there are no defaults on the part of either the Grantor or the Grantee
under the terms of the Declaration, and no event has occurred which with notice or the
passage of time or both would constitute a default by either the Grantor or the Grantee
thereunder.
The certifications and agreements contained herein are made with the knowledge that
Grantee's Lender, as prospective mortgagee of the Hotel, will place substantial reliance
thereon, This Declaration Estoppel shall inure to the benefit of Grantee, Grantee's
prospective purchaser of the Hotel, Grantee's Lender and each of their respective
successors and assigns, and shall be binding upon Grantor and Grantor's successors and
assigns. This Declaration Estoppel shall not be deemed to alter or modify any of the
terms and conditions of the Declaration, except to the extent specifically set forth herein.
4, The person signing this letter on behalf of Grantor is a duly authorized representative of
Grantor.
[Signature appears on following page]
SC dgc
Chancellor Hotel, 70 North East Avenue, Fayetteville, Arkansas
the �WrIN SS WHEREOF, the undersigned has executed this Declaration Estoppel as of
N
day of , 2018.
WITNESSES: CITY OF F YET VILLE, ARKANSAS,
an Arkans unici rporatio
. . d.►z r c. � By.
Son f� Srn Title:
>o'ERK 1��'�'►r,
.^. U' • r^ z
FAYEEVILLE
k • �•�
AN �
off; 0
SC_dgc