HomeMy WebLinkAbout210-22 RESOLUTION113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 210-22
File Number: 2022-0805
LC JOINT ADVENTURES, LLC TO CREAMER PILOT SERVICES, LLC AGREEMENT:
A RESOLUTION TO APPROVE THE AGREEMENT FOR ASSIGNMENT OF A LEASE FOR
AIRPORT PROPERTY LOCATED AT 4560 SOUTH SCHOOL AVENUE FROM LC JOINT
ADVENTURES, LLC TO CREAMER PILOT SERVICES, LLC
WHEREAS, on February 6, 2018, the City of Fayetteville approved an Agreement for Assignment
consenting to the assignment of a ground lease for airport property at 4560 South School Avenue from
Flying Investments, LLC to LC Joint Adventures; and
WHEREAS, to safeguard the interests of Fayetteville's citizens, this Lease Agreement can only be
sold, assigned or transferred with the consent of the City which "will not be unreasonably withheld"
pursuant to paragraph 11 of the Ground Lease Agreement; and
WHEREAS, LC Joint Ventures, LLC has requested that the City Council approve the assignment of
this ground lease to Creamer Pilot Services, LLC which agrees assume all the rights and
responsibilities of LC Joint Ventures, 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 authorizes Mayor Jordan
to sign the attached Agreement For Assignment assigning all of the rights, responsibilities and duties of
the Ground Lease Agreement originally entered into on March 18, 2003, from LC Joint Adventures,
LLC to Creamer Pilot Services, LLC.
Page 1 Printed on 9122122
Resolution: 210-22
File Number: 2022-0805
PASSED and APPROVED on 9/20/2022
Approved: Attest:
�•� -- C'1� Y
f f=AYETi"EV1LRf; •=
Lioneld Jor a ,Mayor Kara Paxton, City lerk Treasurer ��� y c, ;;`TON
Page 2 Printed on 9122122
City of Fayetteville, Arkansas 113 West Mountain Street
Fayetteville, AR 72701
(479)575-8323
Text File
File Number: 2022-0805
Agenda Date: 9/20/2022 Version: 1 Status: Passed
In Control: City Council Meetinq File Type: Resolution
Agenda Number: A.3
LC JOINT ADVENTURES, LLC TO CREAMER PILOT SERVICES, LLC AGREEMENT:
A RESOLUTION TO APPROVE THE AGREEMENT FOR ASSIGNMENT OF A LEASE FOR
AIRPORT PROPERTY LOCATED AT 4560 SOUTH SCHOOL AVENUE FROM LC JOINT
ADVENTURES, LLC TO CREAMER PILOT SERVICES, LLC
WHEREAS, on February 6, 2018, the City of Fayetteville approved an Agreement for Assignment consenting
to the assignment of a ground lease for airport property at 4560 South School Avenue from Flying Investments,
LLC to LC Joint Adventures; and
WHEREAS, to safeguard the interests of Fayetteville's citizens, this Lease Agreement can only be sold,
assigned or transferred with the consent of the City which "will not be unreasonably withheld" pursuant to
paragraph 1 I of the Ground Lease Agreement; and
WHEREAS, LC Joint Ventures, LLC has requested that the City Council approve the assignment of this
ground lease to Creamer Pilot Services, LLC which agrees assume all the rights and responsibilities of LC Joint
Ventures, 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 authorizes Mayor Jordan to sign
the attached Agreement For Assignment assigning all of the rights, responsibilities and duties of the Ground
Lease Agreement originally entered into on March 18, 2003, from LC Joint Adventures, LLC to Creamer Pilot
Services, LLC.
City of Fayetteville, Arkansas Page 1 Printed on 912212022
Jared Rabren
Submitted By
City of Fayetteville Staff Review Form
2022-0805
Legistar File ID
9/20/2022
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
8/25/2022 AIRPORT SERVICES (760)
Submitted Date Division / Department
Action Recommendation:
The Aviation Division recommends approval and signature of the Mayor on an agreement for an assignment of the
LC Joint Adventures, LLC ground lease to Creamer Pilot Services, LLC.
Budget Impact:
Account Number
Project Number
Budgeted Item? No Current Budget
Funds Obligated
Current Balance
Does item have a cost? No Item Cost
Budget Adjustment Attached? No Budget Adjustment
Remaining Budget
Purchase Order Number:
Change Order Number:
Original Contract Number:
Comments:
Fund
Project Title
V20210527
Previous Ordinance or Resolution # 42-18
Approval Date:
2/18/2018
CITY OF
FAYETTEVILLE
ARKANSAS
MEETING OF SEPTEMBER 20, 2022
TO: Mayor and City Council
THRU: Susan Norton, Chief of Staff
FROM: Jared Rabren, Airport Director
DATE: August 25, 2022
CITY COUNCIL MEMO
SUBJECT: LC Joint Adventures, LLC to Creamer Pilot Services, LLC Agreement for
Assignment
RECOMMENDATION:
Staff recommends approval and signature of the Mayor on agreement for an assignment of the
LC Joint Adventures, LLC ground lease to Creamer Pilot Services, LLC.
BACKGROUND:
LC Joint Adventures, LLC entered into a ground lease with the city on February 6, 2018, for
property located at 4560 S. School Avenue. The initial term of the lease runs through 2033 and has
the sole option to extend an additional twenty years.
LC Joint Adventures, LLC 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 Number 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:
Creamer Pilot Services, LLC was one part of the LC Joint Adventures, LLC purchase. The
company is now dissolved. Paragraph 11 of the ground lease requires the written permission of the
City for an assignment to be effective. Creamer Pilot Services, 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:
Staff Review Form
City Council Memo
Assignment of lease
Resolution 42-18
Mailing Address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
AGREEMENT FOR ASSIGNMENT
Pursuant to the Fayetteville City Council Resolution approved on September 20,
2022, I, Mayor Lioneld Jordan, do hereby consent on behalf of the City of Fayetteville to
the assignment of the Ground Lease Agreement dated March 18, 2003 between the City
of Fayetteville and LC Joint Adventures, LLC, for property located at 4560 S. School
Avenue, to Creamer Pilot Services, LLC, subject to Creamer Pilot Services, 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 LC Joint
Adventures, LLC.
ATTEST:
City Clerk Treasurer Kara Paxton
MAI-Off"171111 w =w
CITY OF FAYETTEVILLE
Creamer Pilot Services, LLC does hereby agree that it shall bound by all the rights,
responsibilities and duties including the timely and complete payment of rent of the
Ground Lease Agreement for property located at 4560 S. School Avenue dated March 18,
2003, once it has consummated its purchase agreement with LC Joint Adventures, LLC,
and the Ground Lease Agreement has been assigned to Creamer Pilot Services, LLC. I
hereby certify that the below named person is authorized to sign for and bind Creamer
Pilot Services, LLC.
WITNESS:
CREAMER PILOT SERVICES, LLC
Signature Lance Creamer, Managing Member
i
Name: _ J yl lf o e !' i E'
Title:;i✓I
Date: 2-2 _
Date:
113 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
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:
Sondra E. Smith, City Clerk'Tgmwgj"
o A f EJ
Y �.. 7CV11.
r���.1�0 YYY• �� �'�
Page 2 Printed on 217118
City of Fayetteville, Arkansas
Text File
File Number: 2018-0064
Agenda Date: 2/6/2018 Version: 1
In Control: City Council Meeting
Agenda Number: A. 8
FLYING INVESTMENTS/LC JOINT ADVENTURES, LLC:
113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Status: Passed
File Type: Resolution
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 21712018
Summer Fallen
Submitted By
City of Fayetteville Staff Review Form
2018-0064
Legistar File ID
2/6/2018
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
1/18/2018 Aviation /
Transportation Services Department
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 $
i
V20140710
Previous Ordinance or Resolution #
Original Contract Number: Approval Date
Comments:
CITY OF
Fay%
eevle
ARKANSAS
MEETING OF FEBRUARY 6, 2018
TO: Mayor Lioneld Jordan
Fayetteville City Council
CITY COUNCIL AGENDA MEMO)
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 Number 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:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
AGREEMENT FOR ASSIGNMENT
Pursuant to the Fayetteville City Council Resolution approved on February 6,
2018, I, 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 property 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:
L
City Clerk Sondra E. Smith y��%t►1°°°VP°rr"r� �Jayor onel Jordan
�
olRvrffr
Date: .r. �� 207 `tis� Y 0 •'ram-si
f=AYETTEVILLE.
r� s •
LC Joint Adventures-'J%'r % hagree that it shall bound by all the rights,
responsibilities and duties ii1 y p i�A*� 03%ely and complete payment of rent of the
Ground Lease Agreement of Mar 110,1266, 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:
. wuu+"
Signature
Name: ► 1ftl1 Y�4_
Title:
Date:
LC JOINT ADVENTURES, LLC
Lance Creamer, Managing Member
Date: lanuar17 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
ahutch i nson@ahl awgroup, 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 are 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 and 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 Jones,
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,
Z
utchinson III
Enclosure
Cc: Tom Overbey (via email only to toverbey@artaxlaw.com)
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
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 covenant.1 epntained in that particular Hangar Purchase Agreement executed by the parties
hereto on lltbniatu I Q , 2018 (the "Agreement'), and for other good and valuable
consideration given by L Joint Adventures, LLC, an Arkansas limited liability company (the
"Assignee'), eceipt and sufficiency of which is hereby acknowledged, hereby assigns,
effective as of I �_, 2018 ("Effective Date"), does hereby convey, transfer and
assign unto the Assignee a 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 "C") 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 Investments, LLC
By:
Name: Gerald Jones
Title:
Date:
ASSIGNEE:
LC Joint Adventures, LLC
By:
Name: Lance Creamer
Title: Managing Member
Date:
0 0
RESOLUTION NO.39-03
A RESOLUTION APPROVING A GROUND LEASE AGREEMENT
WITH FLYING INVESJTMENTS, 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 18w day of March, 2003.
•ilop
8y_
SONDRA SMITH, City Clerk
APPROVED:
11
LEASE AGREEMENT
Ground Lease
0
This Lease Agreement entered into this %day of 2003, by and between the City
of Fayetteville, Arkansas, hereinafter referred to as the "City' and Flying
Investments, LLC, P. O. Box 8157, Fayetteville. Arkansas 72703 hereinafter referred to as
Flpngv 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 City certain space for the construction of
an aircraft hangar and ramp as described below:
A CERTAIN TRACT OF LAND 120 FT. X 130 FT. LOCATED AT 4560 S.
SCHOOL AVENUE AT THE FAYE"ITEVILLE 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.
F _yinpjn_ vestments shall have six (6 months from Agri 11. 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 1round lease.
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 I" day of
next month following the date of the Occupancy Permit is granted ( 1.200D .
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 (CPI) plus one (1) percent, using the formula on Lease
Attachment #L
A delinquency charge will be imposed-ot� 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.
2
0 •
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 OFTHE 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 supplyof 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 any manner 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 valueof 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. USE OF THE AIRPORT. Flying Investments 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
0
0
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 tern "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 lnvestmcnts 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 -LEAS! NG 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 -lease 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 rights 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 attorneys 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 terminxt;on of this agreement, to remove any or all of Flying Investments's property, subject,
however to Flying Investments's obligation to repairall damage, ifany, 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.
6
0 0
17. MORTGAGING OF LEASEHOLD. 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 indemnifythe 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:
CITY 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
lJ
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 OFF TTEVI LE, ARKANSAS
By:
Dan Coody, Mayor '
ATTEST:
By:
A "VO&O-1 461at
City Clerk
Flying Invest a ts: I
By: 6
Title
ATTEST:
LM
Title:
1J
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 by•
1 + Current Index - Base Index
Base Index
Plus
one percent (I %) 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 specialgroups, "published monthly in the Monthly Labor Review ofthe
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,
LEASE ATTACHMENT NUMRER 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 Subsequcnt:
100,000 gallons delivered in-to-plane$.10 per gallon
10
%
Q_X! fiAY _L FRU
--n
WOE"
FBO
TERM.1?4
AL
14 ki.
R
00
(10,000 S.F.,
J
I. Ae
4z
J
IMI&C
. ....... .
-FLYING-,
7
Exhibit oA-
3 03/20/03 1memo to Ray Boudreaux
FAYETTE'tILLE 0
THE CITY OF FAYETTEVILLE, 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 18. 2003, approving a ground lease agreement with Flying Investments, LLC for space at
the Fayetteville Municipal Airport to construct a hangar and an officelshop.
I am retuming one executed contract to you. The other original contract will be microfilmed and
tiled with the city clerk's office_ If anything else is needed please let the city clerk's office know.
Icbp
cc: Nancy Smith, Intemal Auditor
3/i�
31.10
STAFF REVIEW FORM
AGI;NI��P%
l�Ei
X CON"TRACT REVICW
_ GRANT REVIEW
For the Fayetteville City Council meeting of March 4, 2003
FROM:
Rav �l. Boudreaux Ai port Aviation & FcoEISzmic Development
Name Division Department
ACHON REQUIRED: Review and approve ground lease to Flying Investments, I.I.C, for construction of a hangar and
office/shop complex at Fayetteville Municipal Airport, Drake Field.
COST TO CITY:
Cost of this Request
Cate gory/l'roject Budget
Category/Project Name
Account Number Funds used to date Program Name
Project Number Remaining. Balance Fund
1311 ET REVIEW: X Budgeted Item Budget Adjustment Attached
J
13udgct Manager Date Administrative Services Dir. Date
CUARACaT/GRANT/I.FASE REVl.EN►':
t �43
Internal Auditq' Date GRANTING AGENCY
ADA Coordinator Date
Purchasing Officer Date , Grants Coordinator Date
STAFF RUCOMMENDATION. Approve Lease for Mayor Signature.
17ivt to FIe• d DateC�
U a c t Director to
C:rL%s ReferencLUAMyr
New Item: Yes X No
Prev.Ord/Res#:
Admtni tier S c ' Direct r at
Orig Cont. Date:
Orig Cont #:
_4"er op Date
. f r'
r- \
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:
Intemal Auditor
Reference Comments
ADA Coordinator
Reference Comments.
Grants Coordinator
Reference Comments:
FAYETTPlVILLE
THE CITY OF FAYETTEVILLE, ARKANSAS
DAN COODY, MAYOR
THRU:
FROM:
DATE:
SUBJECT
MEMORANDUM
Dan Coody, Mayor
City Council Members
Staff Review Committee
Ray M. Boudreaux, Director, Aviation and
February 14, 2003
Ground Lease for Flying Investments LLC
•
Development
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 Fconomic Development Department
Fayetteville Municipal Airport, Drake Field
4500 South School Avenue, Suite F
Fayetteville, Arkansas 72701
Ray M. Boudreaux, Director