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14346 1 RESOLUTION NO. 14,346 2 3 A RESOLUTION TO PERMIT THE USE OF ADDITIONAL SPACE BY 4 FWH II LITTLE ROCK, LLC, AT THE MARRIOTT HOTEL FOR A 5 STARBUCKS CONCESSION; TO APPROVE THE FIRST AMENDMENT 6 TO LEASE AND CONCESSION AGREEMENT; AND FOR OTHER 7 PURPOSES. 8 9 WHEREAS, the Board of Directors approved a Lease and Concession Agreement between the City, 10 the Little Rock Advertising&Promotion Commission,and FWH 1I Little Rock,LLR, in Little Rock,Ark., 11 Resolution No. 13,367 (January 22, 2013), and formal execution of this agreement occurred on February 12 28,2013; and, 13 WHEREAS, there is currently a mutual desire to use some of the space reserved for the Little Rock 14 Advertising&Promotion Commission, operating through the Little Rock Convention&Visitor's Bureau, 15 to place a Starbucks concession,and such use at this time does not adversely impact municipal operations; 16 NOW, THEREFORE,BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY 17 OF LITTLE ROCK,ARKANSAS: 18 Section 1. The Mayor and City Clerk are authorized to execute a First Amendment to Lease and 19 Concession Agreement between the City, the Commission, and FWH II Little Rock, LLC, in a form 20 acceptable to the City Attorney, and in substantially the same form as that attached as Exhibit A to this 21 resolution, which will set forth the terms and conditions for the use of the Additional Space at the area 22 commonly referred to as the Marriott Hotel. 23 Section 2. The Mayor and City Clerk are authorized to do any and all things necessary to effect the 24 preparation, execution and delivery of the First Amendment to Lease and Concession Agreement referred 25 to in Section 1, and the performance of all obligations of the City thereunder including, but not limited to, 26 the execution,and delivery of all papers,documents,certificates and other instruments that may be required 27 for carrying out of such authority or to evidence the exercise thereof. 28 Section 3. Repealer. All laws,ordinances,resolutions,or parts of the same,that are inconsistent with 29 the provisions of this resolution, are hereby repealed to the extent of such inconsistency specifically 30 including, but not limited to, Little Rock,Ark., Resolution No. 13,367(January 22, 2013). 31 Section 4. Severability. In the event any title, section, paragraph, item, sentence, clause, phrase, or 32 word of this resolution is declared or adjudged to be invalid or unconstitutional, such declaration or 33 adjudication shall not affect the remaining portions of the resolution which shall remain in full force and 34 effect as if the portion so declared or adjudged invalid or unconstitutional were not originally a part of the 35 resolution. ]Page 1 of 6] 1 ADOPTED: May 17,2016 2 ATTES APPROVED: 3 4 itWv / r • 5 •. ey,City Clerk Mark Stodola,Mayor 6 APP' : , ! AS TO LEGAL FORM: 7 9 Thomas M. Carpenter, City Attorn 10 // 11 // 12 // 13 // 14 // 15 // 16 // 17 // 18 // 19 // 20 // 21 // 22 // 23 // 24 // 25 // 26 // 27 // 28 // 29 // 30 // 31 // 32 // 33 // 34 // 35 // 36 // [Page 2 of 6] 1 IEXHIBIT A: FIRST AMENDMENT TO LEASE AND CONCESSION AGREEMENT] 2 FIRST AMENDMENT TO LEASE AND CONCESSION AGREEMENT 3 This First Amendment to Lease and Concession Agreement (this "Amendment"), dated as of 4 ,2016(the"Effective Date"), is made and entered into by and between the 5 City of Little Rock,Arkansas(the"City"),a municipal corporation organized under and existing by virtue 6 of the laws of the State of Arkansas, and the Little Rock Advertising and Promotion Commission (the 7 "Commission"),as agent of and for the City of Little Rock(the City and the Commission being collectively 8 referred to as the "Lessor"), and FWH II Little Rock, LLC ("Lessee"), a Delaware limited liability 9 company. 10 WHEREAS, the City, Commission and Lessee are parties to that certain Lease and Concession 11 AgreementAgreement");dated as of February 28,2013 (the"Lease Agreement ), and 12 WHEREAS, Lessor and Lessee desire to modify the Lease Agreement to add additional space to 13 the Demised Premises and address related matters. 14 NOW, THEREFORE, for good and valuable consideration,the receipt and adequacy of which are 15 hereby mutually acknowledged,the parties hereto agree as follows: 16 1. Capitalized Terms. Capitalized terms used but not defined herein shall have the meanings 17 given in the Lease Agreement. 18 2. Amendment. The Lease Agreement is amended as follows: 19 (a) The Lease Agreement is hereby modified as necessary so that, subject to the limited 20 term of the demise and occupancy set out in Paragraph 2(b) below, the approximately 287 square 21 feet of space as more particularly described on the drawing attached hereto as Exhibit A(the"Ad- 22 ditional Space")shall become a part of the Demised Premises leased to Lessee. 23 (b) The term of the demise of the Additional Space shall begin on the Effective Date,and 24 end at 11:59 P.M.,May 31,2036. For so long as Lessee is not then otherwise in default under the 25 Lease Agreement,and subject to the Lessor's right to cancel the renewal as set out in this paragraph, 26 the term of the demise of the Additional Space shall automatically renew without further action of 27 either party(i)at the expiration of the original term for one(1)additional renewal term of ten(10) 28 years, and (ii) at the expiration of the first renewal term for one additional renewal term ending 29 12:00 Midnight, December 31, 2052. Lessee may cancel the lease and demise of the Additional 30 Space and surrender the space to Lessor at any time in its sole discretion,and in such event Lessee 31 shall remove all its improvements and any demising walls constructed by it, and return the 32 Additional Space to Lessor in the same condition in which it was delivered to Lessee. The 33 Commission, in its sole discretion, actingon behalf of Lessor and without further consent bythe 34 City, may cancel either renewal of the Additional Space lease by providing Lessee written notice 35 of its exercise of its right to cancel the renewal,which notice shall be delivered not less than six(6) [Page 3 of 6] 1 monthsrior to the p expiration date of the then existing term. In such event, Lessee shall remove 2 its equipment and fixtures,and vacate and surrender the Additional Space with no further obligation 3 to return the Additional Space to the condition in which it was delivered to Lessee. 4 3. Consent to Alteration. Lessor and Lessee consent to the alteration of the Demised Premises 5 in accordance with the plans and specifications attached hereto as Exhibit B, such alteration being for the 6 purposes described in Exhibit B, and the cost of such alterations being satisfied as set out in the plan for 7r a ment also as described in Exhibit B. All alterations p y eat ons shall be at Lessee's sole cost and expense. 8 4. Rents. The parties acknowledge the Rents payable under the Lease Agreement are not modi- 9 fled as part of this Modification because of the additional tax and fee revenues, and other benefits antici- 10 pated to accrue to Lessor sso from the operation of a concession from the Additional p ddrtional Space. 11 5. Counterparts. This Amendment may be executed in counterparts, each of which when so 12 executed shall be deemed an original, but all such counterparts together shall constitute but one and the 13 same instrument. Delivery of an executed counterpart of this Amendment by telecopy or other electronic 14 imaging means shall be as effective as delivery of a manually executed counterpart of this Amendment; 15 provided,however,that the telecopy or other electronic image shall be promptly followed by an original if 16 required by the other party. 17 6. Ratification. Except as expressly set forth herein,there are no other amendments to the Lease 18 Agreement. The Lease Agreement, as amended hereby, is hereby ratified and deemed to be in full force 19 and effect. 20 [SIGNATURES FOLLOW IN IMMEDIATELY SUCCEEDING PAGE] 21 IN WITNESS WHEREOF, the parties have hereunto executed this First Amendment as of the Ef- 22 fective Date. 23 LESSOR: 24 CITY OF LITTLE ROCK,ARKANSAS 25 26 By: 27 Mayor 28 Attest: 29 30 31 City Clerk 32 * * * * * * * * * * * * * * * * * * * * 33 34 35 [Page 4 of 6] 1 Executed for certain purposes as agent: 2 LITTLE ROCK ADVERTISING AND PROMO- 3 TION COMMISSION 4 5 By: 6 Chairman 7 Attest: 8 9 10 LES SEE: 11 FWH H LITTLE ROCK,LLC, 12 a Delaware limited liability company 13 By: Fairwood Hospitality Investors II,L.L.C., 14 its Member 15 By:Fairwood Investors II, LLC., its Manager 16 17 18 By: 19 Robert M. Solmson,President 20 Attest: 21 // 22 // 23 // 24 // 25 // 26 // 27 // 28 // 29 // 30 // 31 // 32 // 33 // 34 // 35 // [Page 5 of 6] 1 2 3 4 EXHIBIT A 5 Area Added to Demised Premises 6 7 8 9 10 (See Attached) 11 12 // 13 // 14 // 15 // 16 EXHIBIT B 17 Plans and Specifications 18 Purpose of Alterations 19 Plan for Payment of Improvement Costs 20 // 21 Plans and Specifications: See Attached 22 // 23 Purpose of Alterations: Construction of a Starbucks branded coffee shop 24 // 25 Plan for Payment of Lessee funds 26 // 27 Improvement Costs: 28 // 29 // 30 // 31 // 32 // 33 // 34 // 35 // [Page 6 of 6]