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8522 - 6-18-91287 RESOLUTION NO. 8,522 A RESOLUTION CONSENTING TO THE ASSIGNMENT OF LEASE AND AGREEMENT, AS AMENDED, FROM CAMELOT INN - LITTLE ROCK, INC. TO MEHTA ASSOCIATES, INC. PERTAINING TO THE CAMELOT HOTEL LEASED PROPERTY; AND OTHER RELATED LEASES, AS AMENDED, PERTAINING TO THE CAMELOT HOTEL; AND PRESCRIBING OTHER MATTERS RELATED THERETO. WHEREAS, under date of February 17, 1971, the City of Little Rock, Arkansas, as Lessor, and Camelot Inn - Little Rock, Inc., as Lessee, entered into a Lease and Agreement (the, "Lease ") pertaining to, and for construction, operation and maintenance of, hotel facilities adjacent to and east of Robinson Auditorium in the City of Little Rock; and, WHEREAS, the Lessor and Lessee did make and execute a First Amendment to Lease and Agreement, filed for record on June 23, 1980 and recorded as Instrument Number 80- 26718, whereby the Lease was amended in the particulars therein set forth; and, WHEREAS, the City of Little Rock, Arkansas and Little Rock Municipal Parking Authority, as Lessors, and Camelot Inn - Little Rock, Inc., as Lessee, did, on the 17th day of February, 1971, enter into a certain Parking Lease Agreement, as amended, and simultaneously therewith the Little Rock Auditorium Commission (now Little Rock Advertising and Promotion Commission) did enter into an Auditorium Concession Agreement with Camelot Inn - Little Rock, Inc., as amended, (these two agreements and the Lease and Agreement mentioned above hereinafter collectively referred to as the "Leases "); and 7o <K At0 • • 288 dM WHEREAS, the Lessee now desires to assign its rights under the Leases, as amended, to MEHTHA ASSOCIATES, INC. and has requested that the City consent to same. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS. SECTION 1. The Board of Directors of the City of Little Rock hereby consents to the assignment by the Lessee to Mehta Associates, Inc. of Lessee's rights under the Leases on the condition that, prior thereto, the Lease and Agreement be amended by a Second Amendment drafted and duly executed by the required parties in substantial conformity with the Outline of Second Amendment attached hereto marked as Exhibit "A" and by this reference made ,a part hereof and fully incorporate herein. SECTION 2. The Mayor and City Clerk be and hereby are authorized and directed to make, execute and deliver the Second Amendment aforesaid, as well as any and other documentation necessary and required to effectuate the consent herein granted. SECTION 3. This Resolution shall be in full force and effect from and after its adoption. Adopted: June 18, 1 991 YOR Sharon Priest lH ATTEST: 'D/I/,& City Clerk Robbie Hancock `Ru%- a a a Mxh� IM r r 289 Outline for Second Amendment to Lease and Agreement (Camelot Hotel) I. Clarification of Paragraph 10 of the Lease. A. Definition of "Full Service Hotel" to mean "first class convention hotel" and statement of minimum standards. See Exhibit "A" attached. B. Agree that if Lessee is making steady progress toward attaining the first class convention hotel standard, the City, for 36 months from date of amendment, will not seek to terminate lease for failure to operate, manage and maintain a first class convention hotel. C. If City, in its discretion, deems that Lessee has failed to comn_ly with terms of the Second Amendment, City has the right to declare Lessee in default and invoke the following procedure: 1. Within 30 days of declaration, City and Lessee will each select one recognized hotel operations analyst and the two analyst so selected will select a third analyst. (An alternative provision will also provide that if the City and Lessee can agree in advance to a single analyst who is mutually agreeable to both, then the single analyst shall act instead of the panel.) 2. Within 45 days of declaration, the three analyst will meet, examine the Hotel and determine by majority vote whether hotel is being operated, managed and maintained to the first class convention hotel standard. If the three analyst decide that the hotel is not operated, managed and maintained to that standard they will report in writing a list of the deficiencies and the necessary steps that Lessee must take to attain the first class convention hotel standard. 3. Lessee shall have 12 months from the date of said analyst report to cure the deficiencies and provide satisfactory evidence thereof. -I- INS A1Z Outline: i 4. If the Lessee fails to cure the deficiencies identified, the Lessee will be in default under the Lease and ths- City will be entitled to terminate the Lease and Lessee will vacate and surrender same. 5. Expense of analysts will be borne equally by City and Lessee, unless Lessee is found not to have met first class convention hotel standards in which event Lessee shall bear full expense of analyst, D. When Lessee successfully attains the first class convention hotel standard, Lessee will throughout the balance of the term of the Lease and any renewals thereof operate, manage and maintain the hotel as a first class convention hotel. Subsequent _default will entitle City to invoke analyst procedure and 12 month cure period. II. Other Terms and Affirmation of existing Lease ard,.,, Agreement. A. Such other terms and provisions as are deemed , necessary. B. All other rights and remedies enjoyed by the Parties under the current Lease and First Amendment not expressly modified by Second Amendment remain the same. III. Parties and those bound. A. City, current Lessee and current Guarantor will be parties to the Second Amendment. B. The extent that current Lease requires prior consent of Lessee's Mortgagees, such Mortgagees must consent to Second Amendment. C. Lessee's successors and assigns must agree to be bound as well as Guarantor's successors and assigns. -2- 290 421 F; Outline: Exhibit "A" The Lessor, Lessee, and Guarantor, for themselves and their respective heirs, successors and assigns, acknowledge, confirm and declare that the term "full service hotel ", as used in the Lease, has meant and does mean that the Lessee will at all times during the term of the Lease operate, manage and maintain a first class convention hotel on the Leased Premises and that said hotel, including but not limited to, all restaurants, lounges, meeting rooms, banquet rooms, guest rooms, lobbies, common areas, related facilities and service, the delivery of superior service by personnel, buildings, grounds, furnishings, fixtures, food stuffs, decor, equipment, signage, vehicles, utensils, linens, supplies, china, glass, silver, printed materials and any and all other aspects of the hotel, must be conducted, managed, operated, performed and maintained at all times in accordance with the standards of quality and appearance of a first class convention hotel. In this regard, the term "First class convention hotel" shall be defined by comparison,with other hotels and standards in the central Arkansas area. Such standards shall be consistent with the followina minimum criteria: ' a, maintain a state of cleanliness throughout, b. adequate lighting in all areas, C. all landscaping, building exteriors, and interiors, furnishings and decor to be professionally designed, decorated, coordinated and periodically replaced and /or rehabilitated, d. all employees engaged in the delivery of customer services must_ be trained (a) to project a professional image through appearance, conduct and behavior and (b) to perform the task assigned to them; and, e. all guest Will be afforded those services and amenities typically and generally associated with the operation and maintenance of a first class convention hotel. 4 :4 .c y 13W6 A1 4L/