throbber
ELECTRONICALLY FILED
`Jefferson County Circuit Court
`Barbara A. Collins, Circuit Clerk
`2022-Dec-13 13:15:30
`35CV-22-992
`C11WD05 : 193 Pages
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`
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` CASE NO. 35CV-22-992
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` PLAINTIFFS
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`
`
`IN THE CIRCUIT COURT OF JEFFERSON COUNTY, ARKANSAS
`CIVIL DIVISION
`
`CAMS REALTY, LLC; JUNDY COMPANY, LLC;
`HAPPINESS, LLC; MARK MACHLIS; CLUB FITNESS, INC.;
`MICHAEL MANCHON; CAROLE MANCHON;
`THOMAS PETERSON; BETH PETERSON;
`DOUG GONZALES; MARY SNOW;
`M/J CASSIDY HOLDINGS LLC; TRD PROPERTIES, INC.;
`ONEIDA MCMANN; GUY USSORIO; YAU-JUO TANG;
`CYNTHIA TANG; DANA DEVLIN;
`TIGHT LINES HOLDINGS, LLC; 934 HOLLYWOOD LLC;
`LAWRENCE HENCHEL; SUSAN HENCHEL; DENNIS GUNN;
`LAUREN-GLENN DAVITIAN; TRENT LARTZ;
`ROBERT MARKLE; RAY BOMBEN; AND
`DONALD RICHARDSON
`
`
`
`
`VS.
`
`SARC BY HSI: PINE BLUFF, AR INC.;
`HEALTHCARE SOLUTIONS MANAGEMENT
`GROUP, INC.; ARKANSAS CANCER CLINIC, P.A.,
`D/B/A ARKANSAS CANCER INSTITUTE;
`CARDIAC & VASCULAR INSTITUTE, PLLC;
`SARC BY HSH ASC PINE BLUFF LLC;
`
`AUTONOMY HEALTHCARE PROVIDERS;
`CENTRAL ARKANSAS DX LAB; AND
`PAIN MANAGEMENT GROUP
`
`
`
`
`
`
`
` DEFENDANTS
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`AMENDED COMPLAINT
`
`Plaintiffs CAMS Realty, LLC, Jundy Company, LLC, Happiness, LLC, Mark
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`
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`Machlis, Club Fitness, Inc., Michael Manchon, Carole Manchon, Thomas Peterson,
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`Beth Peterson, Doug Gonzales, Mary Snow, M/J Cassidy Holdings LLC, TRD
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`Properties, Inc., Oneida McMann, Guy Ussorio, Yau-Juo Tang, Cynthia Tang, Dana
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`Devlin, Tight Lines Holdings, LLC, 934 Hollywood LLC, Lawrence Henchel, Susan
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`2805871-v1
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`

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`Henchel, Dennis Gunn, Lauren-Glenn Davitian, Trent Lartz, Robert Markle, Ray
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`Bomben, Donald Richardson, for their amended complaint for unlawful detainer,
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`state:
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`PARTIES, JURISDICTION, AND VENUE
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`1.
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`The real property that is the subject of this action is located at 7200 S.
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`Hazel Street, Pine Bluff, Arkansas 71603 (the “Premises”).
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`2.
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`Plaintiffs Jundy Company, LLC, Happiness, LLC, Mark Machlis, Club
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`Fitness, Inc., Michael Manchon, Carole Manchon, Thomas Peterson, Beth Peterson,
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`Doug Gonzales, Mary Snow, M/J Cassidy Holdings LLC, TRD Properties, Inc.,
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`Oneida McMann, Guy Ussorio, Yau-Juo Tang, Cynthia Tang, Dana Devlin, Tight
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`Lines Holdings, LLC, 934 Hollywood LLC, Lawrence Henchel, Susan Henchel,
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`Dennis Gunn, Lauren-Glenn Davitian, Trent Lartz, Robert Markle, Ray Bomben,
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`Donald Richardson (collectively, the “TIC Owners”) are all the tenant-in-common
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`owners of the Premises being unlawfully detained in this matter. True and correct
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`copies of Warranty Deeds reflecting the TIC Owners’ respective ownership interests
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`in the Premises at issue are attached and incorporated herein by reference as
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`Exhibit 1.
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`3.
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`Plaintiff CAMS Realty, LLC (individually referred to as “CAMS” and
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`collectively with TIC Owners as “Plaintiffs”) is a Utah limited liability company and
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`is a resident of Utah. CAMS is the lease administrator for the lease at issue in this
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`case and serves on behalf of the TIC Owners, in the capacity as landlord.
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`2805871-v1
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`4.
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`Upon information and belief, defendant SARC By HSI: Pine Bluff, AR
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`Inc. (“Tenant”) is a Delaware corporation with its principal place of business in
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`Dallas, Texas. Jonathan Loutzenhiser, as Vice President, signed the lease at issue
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`on behalf of Tenant.
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`5.
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`Upon information and belief and according to its website, defendant
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`Healthcare Solutions Management Group, Inc. (“Guarantor”) is a Delaware
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`corporation and has its corporate headquarters in Springhill, Louisiana, a corporate
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`office in Dallas, Texas, and a place(s) of business in Glen Gove, New York.
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`6.
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`Upon information and belief, defendant Arkansas Cancer Clinic, P.A.,
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`d/b/a Arkansas Cancer Institute (“ACC”) is an Arkansas professional corporation
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`with its principal place of business in Jefferson County, Arkansas. ACC is a
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`subtenant occupying the Premises that is currently unlawfully detained.
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`7.
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`Upon information and belief, defendant Cardiac & Vascular Institute,
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`PLLC (“CVI”) is an Arkansas limited liability company and is a resident of
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`Arkansas. CVI is a subtenant occupying the Premises that is currently unlawfully
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`detained.
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`8.
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`Upon information and belief, defendant SARC by HSH ASC Pine Bluff
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`LLC (“SARC”) is a Delaware limited liability company engaged in business in
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`Arkansas. SARC is a subtenant occupying the Premises that is currently
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`unlawfully detained.
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`9.
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`Defendant Autonomy Healthcare Providers (“AHP”) is a subtenant
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`occupying the Premises that is currently unlawfully detained.
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`2805871-v1
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`10. Defendant Central Arkansas DX Lab (“CADL”) is a subtenant
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`occupying the Premises that is currently unlawfully detained.
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`11. Defendant Pain Management Group (“PMG”) is a subtenant occupying
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`the Premises that is currently unlawfully detained.
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`12. ACC, CVI, SARC, AHP, CADL, and PMG are collectively referred to
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`herein as “Subtenants.”
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`13. The Court has jurisdiction over the subject matter of this cause of
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`action under Arkansas laws including, without limitation, Ark. Const. Amend. 80,
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`§§ 6, 19, and Ark. Code Ann. § 16-13-201(a) and Ark. Code Ann. § 18-60-306(a)(1),
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`which provides jurisdiction of unlawful detainer cases before the “[c]ircuit court of
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`any county in which the offenses may be committed.”
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`14. This Court has jurisdiction over the parties pursuant to Arkansas law,
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`including without limitation, Ark. Code Ann. § 16-4-101(B).
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`15. Venue is proper in this Court under Arkansas law, including without
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`limitation, Ark. Code Ann. §§ 16-60-101, -116.
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`16. Plaintiffs’ claim is for breach of lease by Tenant and Guarantor and for
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`unlawful detainer against all Defendants of the commercial Premises located in
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`Jefferson County, Arkansas.
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`17. TIC Owners, as the owners of the Premises and CAMS, serving as
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`lease administrator on behalf of the TIC Owners, is entitled to possession of the
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`following described commercial property: 7200 S. Hazel Street, Pine Bluff, Arkansas
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`71603 (the “Premises”).
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`2805871-v1
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`FACTUAL BACKGROUND
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`18. On or about January 21, 2020, ADP-Millcreek 3, LLC, as the original
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`landlord, entered into a lease agreement (the “Lease”) for the Premises with Tenant
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`and Guarantor. A true and correct copy of the Lease is attached and incorporated
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`herein by reference as Exhibit 2.
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`19. The Lease commenced on or about April 28, 2020 when ADP-Millcreek
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`3, LLC acquired an ownership interest in the Premises. A true and correct copy of
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`the Warranty Deed from AMD Real Estate, LLC to ADP-Millcreek 3, LLC is
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`attached and incorporated herein by reference as Exhibit 3.
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`20. On or about March 4, 2022, ADP-Millcreek 3, LLC assigned its interest
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`in the Lease to all TIC Owners based on their respective ownership shares. True
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`and correct copies of all assignments and assumptions of the Lease are attached and
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`incorporated herein by reference as Exhibit 4.
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`21. TIC Owners and CAMS subsequently entered into agreements for
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`CAMS to serve as the agent for the TIC Owners and to enforce the terms of the
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`Lease on behalf of the TIC Owners.
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`22. Pursuant to Section Four of the Lease, Tenant and Guarantor are
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`required to pay monthly rental payments to CAMS in the amount of $70,877.63 by
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`the first of each month.
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`23. Tenant and Guarantor also agreed to pay late fees in the amount of 5%
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`of any past due amount and interest of 1.5% on any past due amounts pursuant to
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`Section Seven of the Lease.
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`2805871-v1
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`24.
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`Section Ten of the Lease additionally requires Tenant to pay real
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`property taxes for the Premises. In the event the landlord pays the tax assessed,
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`and any penalties and interest resulting from Tenant’s failure to pay, the amount of
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`that payment by the landlord shall be due and payable to landlord by Tenant with
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`the next succeeding rental installment, and shall bear an interest at the rate of 10%
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`per annum from the date of the payment by landlord until repayment by Tenant.
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`25. Pursuant to Section Twenty Five of the Lease, among other events of
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`default, the Lease is materially breached in the event the required rental payments
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`are not paid in full when due.
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`26. Pursuant to Section Twenty Six of the Lease, in the event of a material
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`breach of the terms of the Lease as that term is defined in Section Twenty Five, the
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`landlord has the right to terminate the Lease.
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`27. Tenant and Guarantor have failed to timely pay the required rent,
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`interest and late fees that have accrued as required by the Lease and, therefore,
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`Tenant and Guarantor have defaulted under Section Twenty Five of the Lease.
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`28. Moreover, Tenant failed to pay the real property taxes by October 15,
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`2022 for the tax year 2021, which resulted in a 10% late fee being assessed by the
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`county’s tax collector.
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`29. CAMS, on behalf of the TIC Owners, paid the real property taxes for
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`the year 2021 and the assessed late fee.
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`30. Therefore, as of the date of the filing of this Complaint, Tenant and
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`Guarantor are in default pursuant to the terms of the Lease in the amount of
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`2805871-v1
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`$257,274.04, with late fees, subsequent rental payments, and interest accrued, all
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`becoming due and payable at the beginning of each month.
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`31. On September 27, 2022, CAMS sent a notice of default and demand for
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`payment to Tenant and Guarantor requesting that the default be cured within 10
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`days of the date of the letter. A true and correct copy of the Notice of Default and
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`Demand for Payment is attached and incorporated herein by reference as Exhibit 5.
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`32. On October 25, 2022, CAMS sent a notice of lease termination to
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`Tenant and Guarantor, demanded that all past due rent be paid (the “Notice of
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`Lease Termination”) and informed the Tenant and Guarantor that the Lease was
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`terminated as a result of their failure to pay the required rent and other charges
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`when due. A true and correct copy of the Notice of Lease Termination is attached
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`and incorporated herein by reference as Exhibit 6.
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`33. Despite numerous demands, Tenant and Guarantor have failed to cure
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`their default as required by the terms of the Lease.
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`COUNT I – BREACH OF LEASE
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`34. Plaintiffs reallege and incorporate herein each and every paragraph
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`contained in the foregoing paragraphs of this complaint.
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`35.
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`Section Twenty Five of the Lease defines certain acts or omissions as
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`an “Event of Default,” which constitute a material breach of the Lease.
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`36. The Lease provides that the failure to pay rent in full when due, by
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`either Tenant or Guarantor, is considered an Event of Default and a material
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`breach of the Lease.
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`2805871-v1
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`37. Despite notice and demand, Tenant and Guarantor have failed to make
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`payments of rent, taxes, late fees, and accrued interest when due. As such, Tenant
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`and Guarantor are in default under the terms of the Lease. As of the date of the
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`filing of the Complaint, the Tenant and Guarantor are indebted to the TIC Owners
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`in the amount of $257,274.04, with additional rental payments, late fees and
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`interest accruing pursuant to the Lease.
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`38. The Lease provides that in the event of a default, there are remedies
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`available to CAMS, which include, but are not limited to, taking possession of the
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`Premises.
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`39. As a result of Tenant and Guarantor’s default under the terms of the
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`Lease, Plaintiffs are entitled to a judgment against Tenant and Guarantor, jointly
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`and severally, in an amount equal to not less than $257,274.04, plus treble
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`liquidated damages recoverable under Arkansas law, and subsequent rent
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`payments, late fees and interest fees which accrue.
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`40. Pursuant to Section Thirty Two of the Lease and Ark. Code Ann. § 16-
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`22-308, Plaintiffs are entitled to recover their attorneys’ fees and costs against
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`Tenant and Guarantor.
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`COUNT II – UNLAWFUL DETAINER
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`41. Plaintiffs reallege and incorporate herein each and every paragraph
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`contained in the foregoing paragraphs of this complaint.
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`42. Pursuant to Arkansas law, on November 22, 2022, Plaintiffs mailed to
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`Tenant, Guarantor, and Subtenants a Notice to Quit, demanding that each vacate
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`2805871-v1
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`the Premises within three (3) days as a result of Tenant and Guarantor’s failure to
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`pay the required rent under the Lease when due. A true and correct copy of the
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`Notice to Quit is attached and incorporated herein by reference as Exhibit 7.
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`43. Despite delivery of the Notice to Vacate, the Defendants have failed
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`and refused to vacate the Premises and thereby unlawfully detain the Premises.
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`44. Mary Street, the Lease Administrator for CAMS, has personal
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`knowledge of the grounds for unlawful detainer, as set forth herein. Pursuant to
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`Ark. Code Ann. § 18-60-307(a), the affidavit of Mary Street is simultaneously being
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`filed in the office of the clerk of the court along with this complaint. A true and
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`correct copy of the affidavit of Mary Street is attached and incorporated herein by
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`reference as Exhibit 8.
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`45. Pursuant to Ark. Code Ann. § 18-60-307(b), in the event all Defendants
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`have not, within five (5) days after being served with this complaint, the affidavit of
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`Mary Street, and the notice that Plaintiffs are seeking a writ of possession, filed a
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`written objection to the Plaintiffs’ claim for possession, Plaintiffs request that the
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`Court enter an order directing the clerk of the court to immediately issue a writ of
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`possession directed to the sheriff commanding him or her to cause possession of the
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`Premises to be delivered to CAMS, on behalf of TIC Owners, without delay.
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`46. Pursuant to Ark. Code Ann. § 18-60-309(a), Plaintiffs are entitled to a
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`judgment, joint and severally, against Tenant and Guarantor for the rent due and
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`agreed upon at the time of the commencement of this action, plus the rent, interest
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`and late charge that will accrue up to the Court’s final judgment.
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`2805871-v1
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`47. Plaintiffs are entitled to liquidated damages against Tenant and
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`Guarantor at the rate of three (3) times the rental value per month for the time that
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`the Defendants have unlawfully detained the Premises pursuant to Ark. Code Ann.
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`§ 18-60-309(b)(2).
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`48.
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` Tenant and Guarantor are liable to Plaintiffs, joint and severally, for
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`attorneys’ fees and costs pursuant to the Lease and Ark. Code Ann. § 18-60-309
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`(c)(1).
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`49. Plaintiffs specifically reserve the right to bring any additional causes
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`of action against Defendants, or additional defendants, and to amend this complaint
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`as necessary.
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`
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`WHEREFORE, Plaintiffs prays as follows:
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`(a)
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`For a finding by this Court that Tenant and Guarantor breached the
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`Lease by failing to pay rent when due;
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`(b)
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`For a finding by this Court that CAMS, on behalf of the TIC Owners
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`and/or the TIC Owners are entitled to immediate possession of the Premises
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`pursuant to the Lease and Arkansas law;
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`(c)
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`(d)
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`For issuance of a Writ of Possession;
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`For a judgment against Tenant and Guarantor, jointly and severally,
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`in an amount equal to not less than $257,274.04 for rent, taxes, interest, and late
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`fees due as of the date of the filing of this action, plus additional rent, interest and
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`late fees that accrue through the date of the judgment as a result of Tenant and
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`Guarantor’s breach of the Lease and pursuant to § 18-60-309(a);
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`2805871-v1
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`(e)
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`For a judgment against Tenant and Guarantor, joint and severally, for
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`additional liquidated, treble damages, attorneys’ fees, and costs pursuant to the
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`Lease and Ark. Code Ann. § 18-60-309(b)(2), (c)(1); and
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`(f)
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`For all other relief to it is entitled.
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`Respectfully submitted,
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`WRIGHT, LINDSEY & JENNINGS LLP
`200 West Capitol Avenue, Suite 2300
`Little Rock, Arkansas 72201-3699
`(501) 371-0808
`FAX: (501) 376-9442
`EMAIL: ccoleman@wlj.com;
`chickman@wlj.com
`
`
`
`
`
`
`By:
` Charles T. Coleman (80030)
`
` P. Collins Hickman Jr. (2020189)
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` Attorneys for Plaintiffs
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`2805871-v1
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`11
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`FILED FOR RECORD,
`AT_}:95 O'CLOCK Ma eee
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`
`
`OCT 2.0 2021
`Hed COLLINS, CIRCUIT CLERK
`JEFFERSON COUNTY, ARKANSAS
`BOS
`
`WARRANTY DEED
`
`(Limited Liability Company)
`
`KNOW ALL MEN BY THESE PRESENTS:
`
`THAT ADP-MILLCREEK 3, LLC, a Utah limited liability company(hereinafter *Grantor™), by
`and through its authorized Manager. for and in consideration of the sum of Ten Dollars ($10.00) and other
`good and valuable consideration in hand paid by RAYMOND BOMBEN AND OWENA JEAN
`BOMBEN, AS TRUSTEES UNDER THE RAYMOND BOMBEN AND OWENA JEAN BOMBEN
`TRUST DATED FEBRUARY 8,2000, as to a 1.275%interest as a tenant in common(herein “Grantee”),
`the receipt of which is hereby acknowledged, does hereby grant, bargain, sell, and convey unto said
`RAYMOND BOMBEN AND OWENA JEAN BOMBEN, AS TRUSTEES UNDER THE RAYMOND
`BOMBEN AND OWENA JEAN BOMBEN TRUST DATED FEBRUARY 8, 2000, as to a 1.275%
`interest as a tenant in common, and unto Grantee’s successors and assigns forever, the following described
`land, situate in the Countyof Jefferson and State of Arkansas. to-wit:
`
`See Exhibit “A” attached hereto and made a part hereof
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`SUBJECT TO recorded instruments, covenants, rights of way, easements, and all prior mineral
`reservations and oil and gas leases, if any.
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`TO HAVE AND TO HOLD the same unto the said Grantee and unto Grantee’s successors and
`assigns forever. with all tenements, appurtenances, and hereditaments thereunto belonging.
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`AND Grantor hereby covenants with said Grantee that Grantoris lawfully seized of said lands,that
`the same is unencumbered, and that Grantorwill forever warrant and defend thetitle to the said lands against
`all claims whatsoever.
`
`EXHIBITBI
`
`

`

`this
`
`IN TESTIMONY WHEREOF,the nameof the Grantoris hereunto affixed by its authorized Manager,
`\2™ day ofOctober, 2021.
`
`MAIL TAX STATEMENTSTO:
`c/o MILLROCK INVESTMENT FUND 1, LLC
`1118S. MAIN ST, STE. 2200
`Salt Lake City, UT 84111
`
`ADP-MILLCREEK 3, LLC
`
`By: MILLROCK INVESTMENT FUND 1, LLC,
`a Utah limited liabili
`
`
`
`By:
`Name
`Title
`
`ACKNOWLEDGEMENT
`
`oss:
`
`\ }
`
`\
`
`STATE OF: UTAH
`
`COUNTY OF: UTertp
`
`Onthis day, before undersigned, a Notary Public, duly commissioned, qualified and acting, within and for the
`said County andState, appeared in person the within named Kevin Longto mepersonally known, whostated
`that he was the authorized Manager of MILLROCK INVESTMENTFUND1, LLC, a Utahlimited liability
`company, the Member of ADP-MILLCREEK 3, LLC, a Utah limited liability company, and was duly
`authorized in said capacity to execute the foregoing instrument for and in the nameandbehalfofsaid company,
`and further stated and acknowledged that he had so signed, executed and delivered said instrument for the
`consideration, uses and purposes therein mentioned andset forth.
`
`IN TESTIMONY WHEREOF,I have hereunto set my hand and official seal this bent
`October, 2021.
`
`day of
`
`Ne
`
`
`Not Arioiit
`
`MyCommissionExpires:
`
`03- \4-Uory
`
`
`
`BRENT ROLAND SMITH
`NOTARYPUBLIC:STATEOF UTAM
`fg] COMMISSION# 714479
`
`COMM.EXP, 03.19.2004
`
`
`
`

`

`Exhibit A
`
`Legal Description
`
`Tract [:
`
`Part of the Southeast Quarter (SE1/4) of the Southeast Quarter (SE1/4) of Section 32, Township 6 South,
`Range 9 West ofthe 5th P.M., more particularly described as follows:
`
`Commencing at the Southeast corner of said Southeast Quarter (SE1/4) of the Southeast Quarter (SE1/4),
`thence South 89 degrees 21 minutes 18 seconds West 40.00 feet to the point of beginning; thence North
`00 degrees 42 minutes 17 seconds West 340.00 feet; thence South 89 degrees 26 minutes 1] seconds
`West 440.00 feet; thence South 00 degrees 42 minutes 18 seconds East 340.00 feet to the South line of
`said Southeast Quarter (SE1/4) of the Southeast Quarter (SEI/4): thence North 89 degrees 34 minutes 26
`seconds East 164.54 feet along said South line; thence North 89 degrees 21 minutes 18 seconds East
`275.46 feet along said South line to the point of beginning.
`
`Traet If:
`
`Commenceat the Southeast corner of said Southeast Quarter (SE1/4) of the Southeast Quarter (SE1/4) of
`Section 32, Township 6 South, Range 9 West, thence South 89 degrees 20 minutes 45 seconds West
`along the Southline of said Section 315.46 feet to the Northwest corner of Section 4, Township 7 South,
`Range 9 West, thence South 89 degrees 30 minutes 15 seconds West along said Section 32 Southline
`164.51 feet to the point of beginning; thence South 89 degrees 30 minutes 15 seconds West along said
`Section 32 South line 100.00 feet: thence North 00 degrees 46 minutes 10 seconds West 389.77 feet;
`thence North 89 degrees 2? minutes 10 seconds East 540.00feet to the West right of wayline of Hazel
`Street; thence South 00 degrees 45 minutes 55 seconds East along said Wes! right of way line 50.00 feet;
`thence South 89 degrees 22 minutes 10 seconds West 440.00 feet; thence South 00 degrees 46 minutes |5
`seconds East 340.00 feet to the point of beginning.
`
`

`

`
`
`STATE OF ARKANSAS
`DEPARTMENTOF FINANCE AND ADMINISTRATION
`MISCELLANEOUS TAX SECTION
`P.O. BOX 896, LITTLE ROCK, AR 72203-0896
`
`Real Estate Transfer Tax Stamp
`Proof of Tax Paid
`
`
`File Number: JTC-21-75Wi)
`
`Grantee:
`Mailing Address:
`
`RAYMOND BOMBEN AND OWENAJEAN BOMVEN, AS TRUSTEES
`UNDER THE RAYMOND BOMBEN AND OWENA JEAN BOMBEN TRUST
`DATED FEBURARY8, 2000
`111 S. MAIN ST STE 2200
`SALT LAKE CITY UT 841110000
`
`Grantor:
`Mailing Address:
`
`ADP-MILLCREEK 3, LLC
`111 S MAIN ST STE 2200
`SALT LAKE CITY UT 841110000
`
`Property PurchasePrice:
`Tax Amount:
`
`County:
`Date Issued:
`Stamp ID:
`
`JEFFERSON
`10/20/2021
`
`$167,103.23
`$554.40
`
`1712809984
`
`|HEREBY CERTIFY THATTHIS aegO.
`pavor_Ocbee20Aat__US$=o
`WAS FILEQ
`AN
`CORDEDON THE
`pookno/OGApace__32/__
`COUNTY,
`BARA COLLINS
`
`| certify under penalty of false swearing that documentary stamps or a documentary symbol in the legally correct
`amount has been placed on this instrument
`
`Grantee arAgent} ame(printed): =i
` Grantee or genttName (signature)Us
`
`i,
`
`

`

`AMO23 pn bh eg
`
`FILED FOR RECORD
`AT__/f¢3 O'CLOCK_@_M
`i -
`)
`we
`
`PR 28
`
`OODS, SA., CIRCUIT CLERK
`JEFFERSON COUNTY, ARKANSAS
`
`WARRANTY DEED
`
`(Limited Liability Company)
`
`KNOW ALL MEN BY THESE PRESENTS:
`
`THAT AMD REAL ESTATE, LLC, an Arkansas lirited liability company (hereinatter
`“rancor|, by and through its authorized President, tor and in consideration of the sum of ‘len Dollars
`(S10,00) and other good and valuable consideration in hand puid by ADP-MILDLCREEK3, LOC. a Utah
`limited hability company, as to.an 88.492% interes! dea tenant in common and CLUB FITNESS, UNC,, a
`Litah corporation, as man | ).508%interest usa tenant in common (herein “Grantees”), the receipl of which
`is hereby acknowlcuded, dues hereby grant, bargain, sell. and convey unto said ADP-MILLCKREEK3,
`LUC. a Utalr
`limited litbiliy company, as to an $8.492% interest as tenant
`in common and CLUB
`FITNESS, INC. a Utah corperation, as to an 11.508%interest as tenant in common, and unto Grantees’
`successors and assigns forever, the following described land. situale in the County ofJefferson and State of
`Arkansas, to-wit:
`
`See Exhibir “A” attached heretu and made a part hereaf
`
`SUBJECT TO recorded instruments, covenants. nghts of way. eascrnents, and all prior mineral
`reservations and oil and gas leases, if any,
`
`lO HAVE AND TO MOLD the same unto the said Grantees and their successors and assigns
`forever, with all tenements, appurtenances, and hereditaments (hereunto belonging,
`
`AND Grantor hereby covenants with said Grantees that Grantor is lawfully scived of satd lands,
`that the same is unencumbered, und that Cirantey will forever warrant and detemd the tithe lo the suid lands
`against all claims whatsoever,
`
`

`

`IN TESTIMONY WHEREOF, the name ofthe Grantor is hereuntoaffixedhy ils authorized President.
`
`/ 7
`day of April, 2020.
`
`this
`
`nati
`
`CON |
`
`2 =) Riae
`
`fl a3 it 4 3 0
`
`AMD REAL
`
`RSTAQ
`
`i
`
`
`
`MAIL TAX STATEMENTS TO:
`
`cio ADP-MILLCREEK 3, LLC
`
`ACKNOWLEDGEMENT
`
`Mt
`
`\ }
`
`\
`
`STATE OF: ARKANSAS
`
`COUNTY GF; JEFFERSON
`
`On this day, before undersigned, a Notary Public. duly commisstoned, qualified and aching. within and for the
`said County und Skule, appeared in person the within named Sadeem Mahmood to me personally known, who
`stated (hal he/she was the authorized Presiden! of AMD REAL ESTATK, LLC. an Arkansas limitedlisbility
`conipany, and was duly authorized in said capacity to execute the foregoing instrument for and in the name and
`behalfofsaid company, and further stated and acknowledgedthat he’she hadso siened, executed and delivered
`said instrument for the consideration, uses and purposes therein mentioned and set forth.
`IN TESTIMONY WHEREOF, | have hereunto set my hind ang
`otticial seal
`;
`April, 2020,
`
`
`this _ | | _ day of
`
`Notary Pub
`
`My Commission Expires:
`ee
`
`
`
`
`
`OFFICTA Sad,
`ein, OY RO BEVERLY
`
`NOTARYPLIGL|
`ARY P
`CeARKANSAG
`Mo EE VELANDt ‘OUNTY
`
`Vt SHTHTHsie Pxptres |
`| 4rFt3y
`
`COmnsaslay £I2Gh7
`
`
`f
`F
`By:
`1115, MAIN ST. STE. 2200
`&
`Name:
`salt Lake City, UT 84111
`
`Title:=President
`
`
`

`

`MO | OF Sy bh 3 |
`
`Exhibit A
`
`Legal Description
`
`Traer I:
`
`Part of the Southeast Quarter (SE1/4) of the Southeast Quarter (SE 1/4) of Section 32, Township 6 South,
`Range ¥ West of the Sih P.M., more particularly described as follows:
`
`Comittencing al the Southeast corner ofsaid Soulheast Quarter (SF 1/4) of the Southeast Quarter (SE1/4),
`thence South 89 degrees 21 minutes 18 seconds West 40.00 feet to the point of beginmng; thence North
`M0 degrees 42 minutes 17 seconds West 340.00 feel; thence South 89 duzrees 26 minutes 11 seconds
`West 440.00 feet: thence South 00 degrees 42 minutes 18 seconds East 340.00feet io the South line of
`said Soutlicvst Quarter (SEL'4) of the Southeast Quarter (SET/4); thence North 89 degrees 34 minutes 26
`seconds Cast 164.54 [vet along said South line; thence North 89 degrees 21 iminules 18 seconds Fast
`273.46 fect along sard South line to the point of beginning,
`
`Traet [ly
`
`Commence at the Southeas! comer of said Southeast Quarter (SE1/4) of the Southeast Quarter (SEI‘4) of
`Section 32. Township 6 South, Range 9 West, hence South $9 degrees 20 minutes 45 seconds West
`along the South line of suid Section 315,46 feet to the Northwest corner of Section4, ‘Township 7 South,
`Range 9 Wesl. lhence South $9 degrees 30 minutes 15 seconds West along said Section 32 Southline
`lo4.5] feet lo the pom of beginning: thence South 89 degrees 30 minutes 15 seconds West along said
`Section 32 South line 100,00 feet: thence North 00 degrees 46 minutes 10 seconds West 389.77 feet:
`lhence North $9 degrees 22 minutes 10 seconds East $40.00 fect to the West night of way line of Hazel
`Street; thenee South OO degrees 45 minutes 53 seconds East along said West night of wayline 30.00feet:
`thence South &9 degrees 22 minutes 10 seconds West 440.00 fect; thence South 00 degrees 46 minutes 15
`seconds Bast 340.00 teet to the point of beginning,
`
`

`

`
`
`STATE OF ARKANSAS
`DEPARTMENT OF FINANCE AND ADMINISTRATION
`MISCELLANEOUS TAX SECTION
`P.O. BOX 696, LITTLE ROCK, AR 72203-0896
`
`Book,
`
`| 033 Age632Z
`
`ProofofTax Paid
`Real Estate Transfer Tax Stamp
`
`!al756
`|
`
`File Number JTC
`
`Grantee:
`Mailing Address:
`
`ADP-MILL CREEL 3, LLC AND CLUB FITNESS, INC
`1115 MAIN STREET STE 2200
`SALT LAKE CITY UT 841110000
`
`Grantor:
`Mailing Address:
`
`AMD REAL ESTATE, LLC
`7200 S HAZEL
`PINE BLUFF AR 716030000
`
`$2,700,000,00
`$8.910.00
`
`JEFFERSON
`04/28/2020
`
`1543866368 |HEREBYCERTIFYTHATTHISave
`
`Property Purchase Price:
`Tax Amount:
`
`County:
`Date Issued:
`Stamp ID:
`
`AND RE pre ON THEAS
`WAS FILED
`aN
`en
`BOOKnoLDS.race
`
`
`| certify under penally of false swearing that documentary stamps or a documentary symbolin the legally correct
`amount has been placed on this instrument
`
`‘.~\AO. Gy
`Grantee orAgent Name (printed):we\Ouw sc.
`Grantee oFAgent Name(signature):+—\r
`Address: \\ \
` City/State/Zip:
`
`

`

`poor }OuUTMEOFS
`
`FILED FOR RECORD
`
`Atlee.cre.sek0i
`
`\te-2e2e, WARRANTY DEED
`(Limited Liability Company)
`
`MAR ~ 4 2021
`
`KNOWALL MEN BY THESE PRESENTS:
`
`(HAT ADP-MILLCREEK 3, LLC, a Utah) limited liability company (hereinafter “Grantor”). by
`and through its authorized Manager. for and in consideration of the sum of Ten Dollars ($10.00) and other
`good and valuable consideration in hand paid by DENNTS GUNN, as to a 3.039% interest asa tenant in
`common (herein “Cirantee™), the receipt of whichis herebyacknowledved, does liereby grant, barwain, sell,
`and conveyunto said DENNIS GUNN,as to 4 3.039% interest as a tenant in com mon, and unte Grarlees
`successors and assigns forever, the following described land, situate in the County ofJefferson and State of
`Arkansas, to-wil:
`
`See Exhibit “A” attached hereto and made a part hereal
`
`SUBJECT TOrecorded instruments, covenants, rights of Way, Basements, and all prior mineral
`reservations and oil and gas leases, if any.
`
`TO HAVE AND ‘TO HOLD the same unto the said Grantee and unto Grantee’s successors nl
`assigns forever, with all tencments, appurtenances, and hereditarnents thereunto belonging,
`
`AND Grantor hereby covenants with said Grantee that Grantoris lawfully seized of said lands, that
`the same is unencumbered, and that Grantorwill forever warrant and defend the title to the said lands aeainst
`all claims whatsoever,
`
`

`

`pony | 0.4 9PARE 046
`
`IN TESTIMONY WIEREOF,the name ofthe Grantoris hereunto affixedbyits authorized Manager,
`this 2S day of February, 2021,
`
`MAIL TAX STATEMENTS [O;
`efo MILLROCK INVESTMENT FUND 1, LLC
`111. MAIN ST. STD. 2200
`Salt Lake City, UT 84111
`
`ADP-MILLCREEK 5, LLC
`
`By; MILLROCK INVESTMENT PUSD DE
`a Utah limited liability eampany. iis Member
`
`
`
`f
`By;
`Name: Kevin Long
`Tithe:=Manager
`
`ACKNOWLEDGEMENT
`
`S51
`
`| }
`
`11
`
`STATE OP: UTATL
`
`COUNTY OF;yl
`
`On this day, before undersigned, a Notary Public, duly commissioned, qualified and acting. within and forthe
`said County and State, appeared in person the within numed Kevin Long to me personally known, who stated
`that he was the authorized Manager of MILT.ROCK INVESTMENT PUND I. LLC, a Utah lintited liability
`company.
`the Member of ADP-MILLCREEK 3, LLC. a Utah limited lability company, and was duly
`authorized in said capacity to execute the foregoing instrument for and inthe name and behall of said company,
`and further stated and acknowledwed that he had so signed, executed and delivered said instrument for the
`consideration. uses ahd purposes therein mentioned and set forth,
`
`IN TESTIMONY WHEREOF.
`February, 2021.
`
`My Commission Expires:
`
`a le (2o2=2
`
`| have hereunto set my hand and offictal seal this 7S dey of
`
`heeetOt
`eee.
`(ay
`
`Notary Public
`
`
`FOREST EDWARD ANTHONY
`
`NOTARY PUBLIC «STATE OF UTAH
`
`My Cormmrission Expires April 8, 2002
`
`COMMISSION NUMBER Gfsded
`
`
`

`

`DN | OU A Or gy
`
`Paw hibit A
`
`Leeoul Description
`
`
`
`
`
`ruct |
`
`Part af the Southewst Oiiarer (SE) 4) al thie Saaihows Quarter (Sb lal Seeten 32, Township @ Saath,
`Kane West ol the Su PML more partieglarly described as follows:
`
`Commencing al the Soniheds! corner al sil Southeast Chien (SE) pat the Southeast Cuiirter (Sb b+,
`ihenee Sou 89 desrees 2] pyiiites 18 seconds West (000 (eet to (he pour al begining dence North
`Wi) degrees 12 innites 17 seconds West10.00 feet (hens Sour 89 degrees 26 niiniites || seconds
`West 440,00 feo themes South (0 doveces 47 riinules [8 acconds Bast $4000 leet ia the South line al
`anid Southeast Quartier (Shar ihe Southeast! Quarter (SE 14): dieee North 89 degrees We) minutes 2h
`accomds Fast lbd.54 leet alongonid South lies thenee North 89 deerees 2) Wiiitites 18 seconds bast
`275.46 feer alone sail South line ta the poiiror bexuniing,
`
`rel
`
`Commence wl the Suulhensl corner ol said Southeast Chiader (SE bel) of the Southeast Quarter (SE Leb a
`Seevion I Towhshiy 6 South, Range o West, thence South 89 degrees {Uh ininutws 45 seconds West
`aline (he South line of said Section 315.46 feet to the Nerthwost eorian of Section 4, Trwaship 7 South,
`Kanes 9 Wesi, hence South 89 dewroes Wiininutes |5 seconds West along sand Seetion 32 South line
`l61.3) feet tothe pointoF bewinnins thenee South 69 (eurees VW) iiimites 15 seconds West along-saict
`Seelion 32 Sowll line (OULU leet Thence North OH dearces ib iiintes (isecends Weer 389,77 ful:
`theaee North 84 degrees 227 prinutes 1 seconds Eis) SEO.00 foet (othe West rghit ol way tee of Pare!
`Street: thence South 10 deerées 45 mines a8 sewands Gast alone saul West cielitor wayfine 300M feet:
`ihenee Sunil 89 deprees 77 wiinules [ seeonds Weal A001 leet) tence Seuth Wl degrees 46 iiinites 15
`sauciids Mast100 leet is rhe portal heeinnae
`
`

`

`
`
`STATE OF ARKANSAS
`DEPARTMENT OF FINANCE AND ADMINISTRATION ROOK 1O4
`MISCELLANEOUS TAX SECTION
`P.O. BOX 896, LITTLE ROCK, AR 72203-0896
`
`gone 098
`
`Real Estate Transfer Tax Stamp
`Proof of Tax Paid
`
`eel
`
`
`Fila Number JTG20
`
`Grantee:
`Mailing Address:
`
`DENNIS GUNN
`C/O MIFA, LLC 1115. MAIN ST. STE 2200
`SALT LAKE CITY UT 84171

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