Loading...
92591 2 3 4 5 6 7 8 9 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 • RESOLUTION NO. 9,259 • A RESOLUTION AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A LEASE AGREEMENT WITH LITTLE ROCK NEWSPAPERS, INC., FOR SPACE TO HOUSE THE MUSEUM OF SCIENCE AND HISTORY; AND FOR OTHER PURPOSES. 6"73 WHEREAS, the Board of Trustees of the Museum of Science and History has determined that it is necessary to find new space to house the museum and its collection; and WHEREAS, a Task Force has been organized to assist with new plans for the museum and to find suitable space to purchase or rent; and WHEREAS, Little Rock Newspapers, Inc., has agreed to enter into a 100 -year lease agreement with the City on behalf of the museum under terms that are favorable to the City and that have been reviewed and approved by the City Attorney. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS: SECTION 1: The Mayor and City Clerk are authorized to execute and deliver a lease agreement between the City of Little Rock, Arkansas, and Little Rock Newspapers, Inc., on behalf of the Museum of Science and History in a form substantially the same as that attached as Exhibit A to this Resolution. ADOPTED: October 18, 1994 ATTEST: r4eq, IN IN CITY CLERK DIN- APPROVED: r DIZ V M 0 C C � LITTLE ROCK NEWSPAPERS, INC. THE CITY OF LITTLE ROCK For the Purpose of the Arkansas Museum of Science and History LEASE AGREEMENT DATED AS OF - -- -- Little Rock Newspapers, Inc. 1994 674 d d O O O O O D D D TABLE OF CONTENTS ra'7 5 Little Rock Newspapers, Inc. i Pace 1. Parties ................ ..............................1 2. Consideration .......... ..............................1 ARTICLE I ........................ ..............................1 3. Premises ............... ..............................1 4. Use of Premises ........ ..............................3 5. Term of the Lease ...... ..............................3 6. Condition of Premises at Surrender ...................3 7. Rental ................. ..............................3 8. Agreed Improvements .... ..............................4 ARTICLEII ....................... ..............................5 9. Leasehold Improvements . ..............................5 10. Services to be Furnished by Landlord .................5 11. Quiet Possession ....... ..............................6 12. Lawful Uses ............ ..............................6 13. Maintenance of Premises ..............................6 14. Indemnity and Force Majeure ..........................6 15. Waste .................. ..............................7 16. Nuisances .............. ..............................7 .17. Invalidation of Insurance ............................7 18. Increased Premiums ..... ..............................8 19. Alterations ............ ..............................8 20. Signs .................. ..............................8 21. Defacing Premises and Overloading ....................9 22. Repairs ................ ..............................9 Little Rock Newspapers, Inc. i Page 23. Assignment or Subletting .............................9 24. Attorney Fees .......... .............................10 25. Rules of Building ...... .............................10 26. Entry for Repairs, Etc . .............................10 27. Surrender...... .................................. —11 ARTICLE III ...................... .............................11 28. Rights Reserved to Landlord .........................11 29. Default ................ .............................12 30. Estoppel Certificate by Tenant ......................13 31. Subordination of Lease . .............................14 32. Real Estate Brokers .... .............................14 33. Renewal or Amendment ... .............................15 34. Holding ................ .............................15 35. Waiver of Subrogation .. .............................15 36. Covenants .............. .............................15 37. Damage by Fire or Other Casualty ....................15 38. Condemnation ........... .............................16 39. Notices ................ .............................16 40. Other Agreements ....... .............................17 41. Time. ........................................... ... 17 42. Captions ............... .............................17 43. Other Provisions ....... .............................17 44. Understanding Concerning Asbestos ...................is 45. Understanding Concerning Hazardous Substances ....... 19 Little Rock Newspapers, Inc. 4 ].i = � EXHIBITS Exhibit "A "- -Legal Description of Property Exhibit "B" -- Outline of Premises Exhibit "C " -- Specifications on Agreed Improvements Exhibit "D "- -Rules of the Building Little Rock Newspapers, Inc. - -- Trl -`- -- - - -_- - .q 677 LEASE AGREEMENT 1. PARTIES: M 678 THIS LEASE (the "Lease ") is dated effective as of the day of _, 1994, between LITTLE ROCK NEWSPAPERS, INC. (hereinafter called "Landlord ") and THE CITY OF LITTLE ROCK (hereinafter called "Tenant "). 2. CONSIDERATION: That each of the aforesaid parties acknowledges receipt of a valuable consideration from the other and that they and each of them act herein in further consideration of the covenants of the other as herein stated. ARTICLE I Landlord and Tenant agree as follows: 3. PREMISES: (a) That Landlord does hereby grant, demise and lease unto Tenant certain space in the Terminal Warehouse Building, the street address of which is Little Rock, Arkansas, 72201 (hereinafter referred to as the "Building "), situated on the legal description attached as Exhibit "A," such space being located on a portion of the "River Level" and a portion of the "Ground Level" of the Building and being outlined on Exhibit "B" (the "Premises ") , consisting of approximately 41,000 usable square feet, for the rental specified in paragraph 7(a). It is understood by the Landlord and the Tenant that in addition to any other understood meaning of the phrase "usable space" that such definition shall not include the Tenant's guaranteed access to the lobby area. (b) And that Landlord does hereby grant to Tenant the option of leasing up to an additional 41,000 square feet of space in the Building (the "Additional Premises "), subject to avail- ability, at any time during the term of the Lease, for the rental specified in paragraph 7(b). (c) Should Landlord and Tenant agree that Tenant shall rent from Landlord additional space other than the Premises and the Additional Premises, Tenant shall pay to Landlord a fair market rate of rental, to be reasonably determined by Landlord and escalated on an annual basis in the same manner as the rental for the Additional Premises. Little Rock Newspapers, Inc. �� 0 0 675 (d) Within one hundred eighty (180) days after the execution of this Lease, the Landlord shall be required, at its own expense, to move the printing presses currently located in the Premises and shall have the right, at its own expense, to remove any other property, including items that may be considered fixtures, from the Premises for its own use and benefit. Any other remaining items on the Premises shall be for the use of or disposal by the Tenant at Tenant's expense. (e) During the term of this Lease, in the event Landlord leases space on the River Level to a tenant other than the Tenant ( "Additional River Level Tenant ") , then it is agreed that Landlord shall have the right, at Landlord's expense, to build on the River Level a corridor from the location of the River Level freight elevator access to the River Level lobby area and from the River Level lobby area to the rented space of the Additional River Level Tenant, and Tenant agrees that upon notice from Landlord of such event, Tenant shall surrender possession of any portion of the Premises or Additional Premises necessary to construct such corridors. Upon surrender, the surrendered square footage shall no longer be considered Premises or Additional Premises, as the case may be. The appropriate width and configuration of the constructed corridors will be determined by the architectural and engineering professionals, and their determination shall be binding on the parties. (f) Landlord hereby grants to Tenant a right of first refusal on all usable space on the River Level that is not already part of the Premises (the "Additional River Level Space "). If Landlord desires to lease the Additional River Level Space to another party, then it must first give notice to Tenant of its desire to do so, and Tenant shall have thirty (30) days from the date of the notice to advise Landlord that it wishes to exercise its right of first refusal on all, but not less than all, of the Additional River Level Space. Rental for the Additional River Level Space shall be as provided in paragraph 7(b) below. If Tenant fails to notify Landlord of its intent to exercise its right of first refusal within the time period specified above, then Landlord shall be free to lease the Additional River Level Space to any other party, and this right of first refusal will be released and considered null and void. If Tenant exercises its right of first refusal as called for herein, the rights of Landlord pursuant to paragraph 3(e) above shall be released and considered null and void. (g) It is agreed that Landlord and Tenant will work out a reasonable plan to permit Tenant to control and restrict access to the River Level, and, in the event an Additional Little Rock Newspapers, Inc. 2 0, 0 080 River Level Tenant hereafter occupies space on the River Level, any plan to control or restrict access will be by mutual consent of Landlord and Tenant and will reasonably accommodate the needs of the Additional River Level Tenant. 4. USE OF PREMISES: The Premises and Additional Premises are to be used and occupied continuously throughout the term hereof solely for the purpose of Tenant's operation of a museum for science and history subjects, to be operated consistent with Little Rock, Ark., Rev. Code §§ 22 -136 to -140 (1988), as amended, and all other applicable laws. 5. TERM OF THE LEASE: r rm The term of this Lease commences on on October 31, 2093, provided Tenant this Lease upon one hundred eighty of an intention to do so because museum facilities. CONDITION OF PREMISES AT SURRENDER: November 1, 1994, and ends may voluntarily terminate (180) days written notice of a desire to move the Upon the voluntary or involuntary termination of this Lease, Tenant agrees to redeliver the Premises and Additional Premises to Landlord in good, rentable condition. RENTAL: (a) The base rent (the "Base Rent ") to be paid by Tenant for rental of the Premises shall be the annual sum of Two Hundred Forty -Six Thousand and no /100 United States Dollars ($246,000), payable on the first day of the term of this Lease and, thereafter, on the same day of each successive year during the term of this Lease; provided, however, that it is understood that when payment for the Base Rent is tendered by Tenant, then Landlord will simultaneously deliver back to Tenant as a donation the full Base Rent amount, either by endorsement of the Tenant's Base Rent check back to the order of Tenant or by other agreed means; and provided further, that if, in any year, Landlord and Tenant fail to agree on a means for Landlord to tender back to Tenant the full Base Rent amount as called for herein, then the Base Rent for such year shall be abated to no dollars ($0.00) for the year. (b) The additional rent (the "Additional Rent ") to be paid by Tenant for rental of the Additional Premises, if any, shall be- equal to the annual sum of five dollars ($5.00) per usable square foot during the first year of the term of the Lease, "� Little Rock Newspapers, Inc. 3 M 0 n escalated each year on the anniversary date by an amount equal to the product of (i) the rental rate per usable square foot then in effect, multiplied by (ii) the aggregate increase for the preceding twelve (12) months in the Consumer Price Index, All Urban Wage Earners and Clerical Workers, All Items applicable to Little Rock, Arkansas (1982 -84 = 100) published by the United States Department of Labor, Bureau of Labor Statistics, or a successor index thereto properly adjusted ( "CPI11); provided, however, the Additional Rent charge for any portion of the usable square footage that is on the River Level shall be Two Dollars ($2.00) per usable square foot less than the Additional Rent charge specified above, after adjustment as appropriate by the CPI. (c) In addition to the Base Rent and any Additional Rent, Tenant shall be solely responsible for (i) all charges for maintenance of the Premises and the Additional Premises, if any, insurance for all leasehold improvements and contents of the Premises and the Additional Premises, if any, natural gas, telephone, sewer, electricity and water, which are to be paid either separately by Tenant to the supplier of the utility service, or reimbursed to Landlord for utilities consumed by Tenant but paid by Landlord, (ii) a pro -rata percentage, determined by comparing the space leased to Tenant to all rentable space in the Building, of (A) the total cost to Landlord of insuring and maintaining the Building and all surrounding area and (B) the total ad valorem, general or special taxes paid by Landlord regarding the Building, and (iii) the increase in ad valorem, general, special or other taxes and insurance premiums attributable to Tenant's use, improvements of and occupancy of the Building. AGREED IMPROVEMENTS: As a condition to and prior to its physical occupancy of the Premises, Tenant agrees to make the following improvements to the Building, the specifications for each improvement being more specifically described in Exhibit "C "; provided that such funding shall not exceed $833,322. (i) installation of a new roof for the Building, (ii) installation of two (2) new elevators in the exist- ing elevator shafts entire Building, (iii) modification of the east and west sides window facings on t1 and the installation Building; and Little Rock Newspapers', Inc. of the Building serving the window facings on the north, of the Building to match the e south side of the Building of new windows in the entire M a O 0 Put M 0 a � � M 0 M M M 882 (iv) completion of a fire sprinkler system throughout the entire Building. Tenant agrees to make payments, up to the agreed maximum amount, directly to contractors, architects, and other suppliers or vendors within 30 days after invoices which have been approved by the Landlord are received by the Tenant. If Tenant takes more than thirty (30) days from the receipt of an invoice to make payment, then Landlord may impose a ten percent (10 %) late fee. This payment will not count against the above - referenced maximum funding. This payment shall not be required if Tenant, in good faith, is challenging whether the payment is required by law or equity. ARTICLE II Landlord and Tenant further agree as follows: LEASEHOLD Except as modified by Paragraph 3(d), Tenant accepts the Premises and, as applicable, the Additional Premises in its "as is" condition. The obligation to complete all leasehold improvements and modifications to the Premises and Additional Premises shall be solely that of the Tenant and solely at Tenant's expense. SERVICES TO BE FURNISHED BY LANDLORD: (a) During the term of the Lease, Landlord, expressly subject to the provisions of paragraph 7 (and all sub -parts thereof) of this Lease, is to furnish such heat, water, electricity, air conditioning, necessary for the use and occupancy of the Premises and Additional Premises by Tenant; electrical current for the purposes for which the Premises and Additional Premises have been rented to Tenant connected with the aforesaid lighting services for all public areas and special service areas of the Building in the manner and to extent deemed by the Landlord to be standard. The failure, however, to any extent to furnish heat, water, electricity, air conditioning, shall not render Landlord liable in any respect for damages to either person or property, nor relieve Tenant from the fulfillment of any covenant or agreement hereof, unless Landlord fails to exercise reasonable diligence in causing interrupted services to be restored; provided, however, if Landlord or Tenant reasonably determine that such interrupted service cannot be restored for 120 days, either Landlord or Tenant may at its option cancel this Lease. Landlord shall not be liable or responsible for money damages Little Rock Newspapers, Inc. 5 11. IVA 13 we C d a d 0 68ta to Tenant whether or not covered by Tenant's business inter- ruption or other insurance, resulting from delays or breach due to strikes, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations, or restric- tions, or any other cause whatsoever beyond the control of Landlord. (b) Any cleaning desired by Tenant shall be the Tenant's responsibility and shall be done at Tenant's sole expense. Landlord shall maintain all common areas and all adjacent parking lots that are owned or leased by Landlord. QUIET POSSESSION: Landlord and Tenant shall keep and perform all of their respective covenants under this Lease and Landlord shall guarantee to Tenant the quiet, peaceful and uninterrupted possession of Premises and Additional Premises, as long as Tenant performs all obligations required by this Lease. LAWFUL USES: Tenant will maintain the Premises and Additional Premises in a clean and healthful condition; will use the Premises and Additional Premises solely for museum and related purposes set forth above and will comply with all laws, ordinances, orders, rules and regulations (state, federal, municipal and other agencies or bodies having any jurisdiction thereof) with reference to use, condition, or occupancy of the Premises and Additional Premises. Specifically, Tenant agrees that it is and will remain in compliance throughout the term of this Lease with all state, local and federal laws, rules, directives and regulations pertaining to the environment, air, soil or water, including without limitation those laws set forth in CERCLA, RCRA, SARA, or the Arkansas Code. Tenant agrees to immediately notify Landlord of any violation or breach of this paragraph 11, including any notice of violation or threatened action concerning the same which may be issued by any state, local or federal agency, official or government. MAINTENANCE OF PREMISES: Except as otherwise provided in this Lease, Tenant shall be solely responsible for the cleaning and maintenance of the Premises and Additional Premises. Further, Tenant agrees to be solely responsible for removal of all trash and rubbish generated by Tenant. Little Rock Newspapers, Inc. 684 14. INDEMNITY AND FORCE MAJEURE: (a) Tenant agrees to indemnify Landlord for any economic or other damage caused to Landlord by Tenant only for a breach of any provision of this Lease, or state, federal or local law. This indemnification shall survive the voluntary or involuntary termination of this Lease for the maximum period allowed by law. (b) Neither Landlord nor Tenant shall be liable or responsible for damages resulting from any delays due to strike, riots, acts of God, shortages of labor or materials, war, governmental laws, regulations or restrictions, or any other cause whatsoever beyond the control of Landlord or Tenant. 15. WASTE: Tenant acknowledges its obligation to clean and care for the Premises and Additional Premises and agrees that it will not commit or permit any waste on or about the Premises and Additional Premises. 16. NUISANCES: Tenant shall not create or allow any nuisance to exist in, or about the Premises or Additional Premises, and that it shall abate promptly and free of expense to Landlord any nuisance that may arise, and Landlord's reasonable determination of what constitutes a nuisance, including, among other things, Landlord's consideration of complaints received from other tenants of the Building, shall be binding on Tenant. Provided, however, that, unless the Landlord determines and advises Tenant that a danger to health or safety exists as a result of the alleged nuisance, then Tenant shall have a period of not less than twenty (20) days after the date of notice from Landlord to take appropriate measures to abate the nuisance. Landlord agrees that it will include a clause similar to this paragraph 15 in every future lease entered into concerning the Building, so long as Tenant is lawfully in possession of the Premises and Additional Premises pursuant to this Lease. 17. INVALIDATION OF INSURANCE: Tenant shall not knowingly suffer anything to be or remain upon or about the Premises or Additional Premises which might invalidate any policy of insurance which Landlord may now or hereafter have upon the Building; provided that Landlord agrees to permit its insurers to discuss with Tenant possible Little Rock Newspapers, Inc. - —�. E77101 685 reasonable means, not prejudicial to the Landlord, to deal with any special issues by virtue of the fact Tenant is operating a museum. Tenant shall not knowingly suffer anything to be or remain upon or about Premises or Additional Premises nor carry on nor permit upon the Premises or Additional Premises any trade or occupation or suffer to be done anything which may render an increased or extra premium payable for the insurance on the Building against fire, casualty, liability or any other insurance causes, unless consented to in writing by Landlord and, if so consented to, Tenant shall pay such increased or extra premium within ten (10) days after Tenant shall have been advised of the amount thereof. 19. ALTERATIONS: Any alterations or improvements requested by Tenant to the exterior of the Building or to the grounds adjacent to the Building or otherwise outside the Premises shall be done only with the express written consent of the Landlord and at the expense of the Tenant. Also, following the completion of construction of the initial leasehold improvements, Tenant shall not have the right to make changes, alterations to the walls, structure, floor coverings, fixtures or additions in or about the Premises or Additional Premises for other than museum purposes until it has first obtained Landlord's approval which shall not be unreasonably withheld. Such changes, or alterations, when made to Premises or Additional Premises by Tenant, to the extent that such are attached to the Building if removed, shall be surrendered to Landlord upon the termination in any manner of this Lease. 20. SIGNS: Tenant shall not paint, display, inscribe, maintain or affix any sign, picture, advertisement, notice, lettering or direction on any part of the Premises without the consent of the Landlord, which shall not be unreasonably withheld, or on or about the Building without the - written permission of the Landlord, and then solely at Tenant's expense and only such name or names or matter in such color, size, style, character and materials as may first be reasonably approved by Landlord in writing and at a mutually agreeable location on or about the Building. Landlord shall have the right to remove, at Tenant's expense, all matter other than that above provided for without notice to Tenant. It is agreed that Lessor shall Little Rock Newspapers, Inc. e e 21 22. 23 • • �s� not unreasonably withhold permission to display signs and banners that announce museum events. DEFACING PREMISES AND OVERLOADING: Tenant shall not place anything or allow anything to be placed near the glass of any door, the partition, wall or window which may be unsightly from outside Premises, and Tenant shall not place or permit to be placed any article of any kind on any window ledge or on the exterior walls. Blinds, shades, awnings, or other forms of inside or outside window coverings, or window ventilators or similar devices, shall not be placed in or about the outside windows in Premises or Additional Premises except to the extent that the character, shape, color, material and make thereof is approved by the Landlord, and Tenant shall not do any painting or decorating in the Premises or Building without the prior written consent of Landlord, which consent will not be unreasonably withheld. Tenant shall not overload any floor or part thereof in the Premises or Additional Premises, or in any facility in the Building or any public corridors or elevators therein while bringing in or removing any large or heavy articles, and Landlord may reasonably direct and control the locations of safes, vending machines and all other heavy articles. Furniture, vending machines and other large or heavy articles may not be brought into the Building, removed therefrom or moved from place to place within any portion of Premises or other portion of the Building or its equipment that would exceed the allowable load limits of the Building. F: M Tenant shall, at its sole cost and expense, repair and replace any damage or injury done to Premises, Additional Premises or Building or any part thereof, caused by Tenant, or its agents, independent contractors, employees, licensees, customers, invitees, or visitors; and should Tenant fail to initiate reasonable action to make such repairs or replacements within fifteen (15) days of occurrence, Landlord may, at its option, make such repairs and replacements and Tenant shall pay the cost thereof to Landlord within ten (10) days from which notice was given to Tenant. ASSIGNMENT OR SUBLETTING: Tenant shall not assign or sublet Premises or any part thereof without the prior written consent of Landlord, which if for other than museum purposes may be withheld in the sole and unfettered discretion of Landlord. Tenant acknowledges that this Lease is entered into upon terms which are substantially Little Rock Newspapers, Inc. M a 0 0 24 25 26 below the prevailing market rate to assist the purposes for which Tenant was created and exists. Therefore, assignment and subletting shall be strictly prohibited and such prohibition shall be specifically enforceable in a court of equity or law, at Landlord's option. ATTORNEY FEES: Tenant shall pay all costs of collection, including attorney fees, in the event any obligation of Tenant is collected or obtained after it is due with the aid of any attorney, and also that Tenant shall pay all reasonable attorney fees in the event it becomes necessary for Landlord to employ an attorney to force Tenant to comply with any covenant, obligation, indemnification or condition imposed upon Tenant by this Lease. RULES OF BUILDING: Tenant and Tenant's agents, independent contractors, custom- ers, visitors, employees and invitees will comply with all requirements or rules of the Building, whether now existing or which are created in the future, causing such rules to be a part of this Lease as though fully set out herein, and which may be amended from time to time, with such rules or amend- ments being binding when agreed to by Tenant. If any such rules exist, the same will be attached as Exhibit "D." ENTRY FOR REPAIRS, ETC.: Landlord, its officers, agents or representative shall have the right to enter into and upon Premises and Additional Premises at all reasonable times, as accompanied by Tenant or Tenant's authorized representative, to inspect same or make such repairs as Landlord may reasonably deem necessary. Tenant shall permit Landlord upon reasonable notice and at reasonable times, as approved by Tenant, to inspect, erect, use and maintain pipes, ducts, conduits and similar devices in, above and through Premises and Additional Premises and to make such necessary repairs. Landlord shall be allowed to take all material into and upon Premises and Additional Premises that may be required therefor without the same constituting an eviction of Tenant in whole or in part and the Tenant's obligations hereunder shall in no way abate while said repairs and maintenance are being made, by reason of loss or interruption of business of Tenant, or otherwise. Little Rock Newspapers, Inc. 10 • • 888 27. SURRENDER: Upon any termination cf this Lease, by expiration, lapse of time, resulting from a breach by Tenant or otherwise and without in any way limiting any provision of this Lease: (a) Tenant shall immediately vacate the Premises and Addi- tional Premises and surrender the same to Landlord in good rentable condition. (b) Tenant shall surrender to Landlord all keys to the Premises and Additional Premises. (c) Except for the museum collection, all attached floor coverings, additions, attached partitions, hardware, light fixtures, non -trade fixtures, and improvements, in addition to any other fixtures that removal of would damage the Premises, Additional Premises or the Building unless such damage is repairable by Tenant and so repaired prior to surrender, in or upon the Premises or Additional Premises whether placed there by Tenant or Landlord, shall be Landlord's property and shall remain upon the Premises or Additional Premises, all without compensation, allowance or credit to Tenant, except as set forth in paragraph 18 of this Lease. ARTICLE III Landlord and Tenant further agree as follows: 28. RIGHTS RESERVED TO LANDLORD: Landlord shall have the following rights exercisable without notice and without liability to Tenant for damage or injury to property, person or business (all claims for damage therefor being hereby released by Tenant), and without effecting an eviction or disturbance of Tenant's use of possession or giving rise to any claim for setoffs, or abatement of rent: (a) To make at any time or times, and under conditions acceptable to Tenant, at its own expense, repairs, structural or otherwise, in and to the Premises or any part thereof as Landlord may deem necessary or desirable and to perform any acts related to the safety, protection or preservation thereof; provided that Landlord shall cause only such inconvenience or annoyance to Tenant as is reasonably necessary under the circumstances. (b) To do or permit to be done any work about the Premises, the Additional Premises or the Building or any adjacent or nearby building, land, street or alley; provided, that Little Rock Newspapers, Inc. L M M M M M G M 0 685 Landlord shall comply with paragraph 26 and cause only such inconvenience or annoyance to Tenant as is reasonably necessary under the circumstances. (c) To have and retain a paramount title to Premises and Additional Premises free and clear of any act of Tenant. 29. DEFAULT: In addition to a breach of any other provision of this Lease, the following events shall also be deemed to be events of default by Tenant under this Lease: (a) Tenant shall fail to timely pay any sums due to Landlord pursuant to this Lease and such failure shall continue for a period of twenty (20) days. Any acceptance by Landlord of late payments due, or late charges assessable, under this Lease, even if numerous, shall not constitute either a modification of this Lease through course of dealing, or a waiver of Landlord's right to demand timely payments in the future. (b) Tenant shall fail to comply with any term, provision or covenant of this Lease, other than the payment of money due to Landlord pursuant to this Lease and shall not cure such failure within thirty (30) days after written notice thereof to Tenant. If Tenant shall be engaged in good faith efforts to cure the default, Landlord shall give Tenant an additional thirty (30) days to cure the default. (c) Tenant or any guarantor of Tenant's obligations shall file a petition under any section or chapter of the United States Bankruptcy Code, as amended, or under any similar law or statute of the United States or any state thereof; or Tenant shall be adjudged bankrupt or insolvent in a proceeding filed against Tenant or any guarantor of Tenant's obligations thereunder and such adjudication shall not be vacated or set aside or stayed within the time permitted by law. (e) A receiver or trustee shall be appointed for all or substantially all of the assets of Tenant or any guarantor of Tenant's obligations and such receivership shall not be terminated or stayed within the time permitted by law. (f) Tenant shall abandon, substantial portion of the thirty (30) days. neglect, desert or vacate any Premises, for a period exceeding Little Rock Newspapers, Inc. 12 690 Upon the occurrence of any such events of default, Landlord, upon ten (10) days written notice and an opportunity to cure, shall have the right to: (1) Terminate this Lease, in which event Tenant shall immediately surrender the Premises and Additional Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearage in monetary sums due hereunder, enter upon and take possession and expel or remove Tenant and any other person who may be occupying the Premises or Additional Premises or any part thereof; provided that Landlord shall not accrue ownership rights in any part of the museum collection, and (2) Pursue any other remedy available under applicable laws. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided, or any other remedies provided by law, nor shall pursuit of any remedy herein provided constitute a forfeiture or waiver of any monies due to Landlord hereunder or of any damages accruing to Landlord by reason of the violation of any of the terms, provisions and covenants herein contained. No waiver by Landlord of any violation or breach of any of the terms, provisions and covenants contained in this Lease shall be deemed or construed to constitute a waiver of any other or succeeding violations or breaches of any of the terms, provi- sions and covenants herein contained. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to consti- tute a waiver of such default, or future defaults. 30. ESTOPPEL CERTIFICATE BY TENANT: From time to time, upon not less than ten (10) days prior request by Landlord, Tenant shall execute and deliver to Landlord a statement in writing certifying (a) that Tenant is in possession of the Premises and /or the Additional Premises as described in paragraph 3, (b) that this Lease is unmodified and in full force and effect (or if there have been modifica- tions that the same is in full force and effect as modified and certifying the modifications), (c) the commencement and ending dates of the Lease and the dates to which the rent and other required payments have been paid, and (d) that so far as the person making the certificate knows, Landlord has complet- ed preparation of the Premises or Additional Premises and is Little Rock Newspapers, Inc. 13 691 not in default under any provision of this Lease except for matters which Tenant shall truthfully state. 31. SUBORDINATION OF LEASE: Except for Tenant's ownership and other rights in the museum collection, the rights of Tenant under this Lease shall be and are hereby made subject and subordinate at all times to the lien of any mortgage or mortgages (or trust indentures) now or hereafter in force against the Building, or all or some of the real property upon which the Building is situated, if any, and to all renewals, modifications, consolidations, replacements and extensions thereof, and to all advances made or hereafter to be made upon the security thereof, and Tenant shall execute such further instruments expressly subordinating this Lease to such liens as shall be requested by Landlord, or any potential or actual lender(s) of Landlord. This Lease, including all provisions thereof, shall not be construed to provide Landlord the right to subordinate the leasehold interest of Tenant to a third party unless the right of Tenant to continue the Lease is expressly protected in the event of default by Landlord to its lender(s) . Tenant hereby irrevocably appoints Landlord as attorney in fact for Tenant with full power and authority to execute and deliver in the name of Tenant any such instruments. Tenant agrees in the event any proceedings are brought for the foreclosure of any such mortgage to attorn to the purchaser upon any such foreclosure sale and to recognize such purchaser as Landlord under this Lease. Tenant agrees to execute and deliver at any time and from time to time upon the request of Landlord any instrument which may be necessary or appropriate in any such event to evidence such attornment so long as it does not provide an unfettered access to the museum collection. Tenant hereby irrevocably appoints Landlord and the holder of such mortgage, or either of them, the attorney in fact for Tenant with full power and authority to execute and deliver in the name of Tenant any such instrument. Tenant further waives the provision of any statute or law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease in the event any such foreclosure proceeding is brought. 32. REAL ESTATE BROKERS: Tenant represents that it has not dealt with any compensated broker in connection with this Lease. Further, no real estate broker has made Tenant aware of or shown the Premises or the Building to Tenant, in order to be entitled to any commission in connection therewith. Little Rock Newspapers, Inc. 14 33. 34. 0 0 RENEWAL OR AMENDMENT: No renewal, modification or amendment of this Lease shall be binding on either party unless it is in writing and signed by an authorized representative of Landlord and Tenant. HOLDING: Should Tenant or any of its successors in interest hold over the Premises or Additional Premises or any part thereof, after the expiration of the term of this Lease, such holding over shall constitute and be construed as tenancy from month to month only. Tenant will pay as liquidated damages each month during the holdover period, an amount equal to double the current market rate. 35. WAIVER OF SUBROGATION: Tenant and Landlord hereby waive any subrogation rights which they may have against the other, or that Tenant may have against other tenants in the Building, or both. Tenant and Landlord further covenant that any insurance maintained by either party shall contain an appropriate provision whereby the insurance company or companies consent to the foregoing mutual release of liability and waive all subrogation rights to the extent of the agreement contained in this paragraph, provided that Landlord's release shall only be operative upon proof of insurance coverage in favor of Tenant acceptable to Landlord and its insurer. 36. COVENANTS: All covenants, conditions, agreements and undertakings in this Lease shall extend and inure to the benefit of the Landlord and its successors and assigns. 37. DAMAGE BY FIRE OR OTHER CASUALTY: If any part of the Premises or Additional Premises or a material portion of the Building in which same are located which materially affects Tenant's occupancy is rendered untenable by fire or other casualty, Landlord or Tenant shall give the other notice of same within a reasonable time. (a) If said damage appears rebuilding or hundred eighty (180) shall terminate at t upon written notice to after said casualty Little Rock Newspapers, Inc is to such extent that it reasonably repair cannot be completed within one days of said casualty, then this Lease he option of either Landlord or Tenant the other party within ninety (90) days occurs. Upon such notice, this Lease 15 692 693 shall terminate and all Tenant's financial obligations hereunder shall be abated effective as of the date of the termination. In the event the option to terminate is not exercised, this Lease shall remain in full force and effect and Landlord shall proceed with due diligence to repair and restore the Premises and Additional Premises to substantially the same condition that existed prior to such casualty. (b) If the Premises or Additional Premises shall be damaged by fire or other casualty, but to such extent that rebuilding or repair can be completed within one hundred eighty (180) days of the casualty, this Lease shall not terminate. In such event, Landlord shall proceed with reasonable diligence to rebuild and repair the Premises and Additional Premises to substantially the condition in which they existed prior to said casualty. 38. CONDEMNATION: If the Building, or any part thereof, or any interest therein, be taken by virtue of eminent domain or for any public or quasi- public use or purpose, Landlord shall have the right to terminate this Lease at the date of such taking or within six (6) months thereafter by giving the Tenant one hundred twenty (120) days prior notice of the date of such termination. Tenant irrevocably waives any right to any portion of such condemnation award, except for any personal property or fixtures supplied by and paid for by Tenant. 39. NOTICES: Any notices required or desired to be given in connection with this Lease shall be in writing sent by certified mail, return receipt requested, postage prepaid. Such notice to Landlord shall be to the attention of Mr. Walter E. Hussman, Jr., P.O. Box 2221, Little Rock, Arkansas 72203, unless notified otherwise, at the current address in Little Rock, Arkansas, or any other person designated in writing by Landlord to Tenant. Such notices sent to Tenant by Landlord shall be sent to Tenant, to the attention of "Executive Director," at its mailing address in the Building and to the Little Rock City Attorney at City Hall, or to any other person or place designated in writing by Tenant to Landlord or as provided by law, such as a registered agent. Such notice sent in accordance with this section shall be deemed to have been given no later than three (3) days after the date of deposit- ing same in the U.S. Mail. —� Little Rock Newspapers, Inc. 16 O CI M = M M 0 40. OTHER AGREEMENTS: M � 6;94 This Lease and any Rules and Regulations which may be attached hereto contain the entire agreement of the parties hereto with respect to the matters contained herein and no other represen- tations, promises or agreements, oral or otherwise, have been made between the parties. All exhibits attached to this Lease are incorporated into and made a part of this Lease. 41. TIME: 42. 43 Time is of the essence regarding all provisions of this Lease. CAPTIONS: The captions used in this Lease are for convenience only and do not in any way limit or amplify the terms or provisions hereof. OTHER PROVISIONS: (a) Landlord may tow any vehicle belonging to any employee, invitee, or guest of Tenant, if parked improperly, at vehicle owner's expense. Tenant will make its best efforts to oversee compliance with parking and other building rules. (b) There will be no smoking anywhere in the Building (c) This Lease shall be construed and interpreted in accordance with the laws of the State of Arkansas and as if jointly drafted by both Landlord and Tenant. (d) A determination that any provision of this Lease is unenforceable, shall not affect the enforceability, validity, or legality of all other provisions of this Lease. (e) Landlord shall not be liable to Tenant or Tenant's officers, directors, employees, independent contractors, agents, invitees, licensees, customers or visitors, or to any other person whomsoever, for any injury to person or damage to property on or about the Premises, the Additional Premises or the common areas. Tenant agrees to indemnify Landlord and hold Landlord harmless from any loss, expense or claims arising out of such damage or injury to person or property, and (in addition to all requirements set forth in sub -para- graph (g) below) agrees to maintain insurance coverages against such damage or injury to persons or property, in amounts deemed necessary by Landlord, acting with sole discretion. Little Rock Newspapers, Inc. 17 (f) Tenant shall procure and maintain throughout the term of this Lease a policy or policies of insurance, at its sole cost and expense, insuring both Landlord and Tenant against all claims, demands or actions arising out of or in connection with Tenant's use or occupancy of the Premises or Additional Premises, or by the condition of same, the limits of such policy or policies to be in an amount of not less than $1,000,000.00 combined single limit in respect of any one occurrence for each person and to be written by insurance companies satisfactory to Landlord. Tenant shall obtain a written obligation on the part of each insurance company to notify Landlord at least ten (10) days prior to cancellation of such insurance. Such policies or duly executed certifi- cates thereof will be furnished to Landlord upon the effective date of this Lease and all renewal policies or duly executed certificates thereof will be furnished to Landlord at least thirty (30) days prior to the expiration of the respective policy terms. If Tenant should fail to comply with the foregoing requirements relating to insurance, such failure shall constitute an event of default hereunder. 695 (g) To the extent permitted by applicable law and in any event excepting the museum collection, in addition to the statutory Landlord's lien, Landlord shall have at all times a valid security interest to secure payment of all rentals and other sums of money becoming due hereunder from Tenant, and to secure payment of any damages or loss which Landlord may suffer be reason of the breach by Tenant of any covenant, agreement or condition contained herein upon all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant presently, or which may hereafter be, situated on the Premises or Additional Premises, and all proceeds therefrom, and such property shall not be removed without the consent of Landlord until all sums of money due to Landlord have been paid in full. Landlord agrees that, if Tenant is in full compliance with all provisions of this Lease at the time of request, it will subordinate in writing its statutory or other lien to that of any lender claiming a security interest or lien in the personal property owned by Tenant. 44. UNDERSTANDING CONCERNING ASBESTOS:- Landlord and Tenant understand and acknowledge that, to the best of Landlord's knowledge, the interior of the Building does not contain asbestos which is friable and thus potential- ly dangerous to human health. Landlord will make available to Tenant, and all agents, architects and construction contrac- tors of Tenant's choosing all asbestos abatement records and Little Rock Newspapers, Inc. is 45. • • 69b environmental assessments and reports in the possession of Landlord, if any. ING CONCERNING HAZARDOUS SUBSTANCES: Except as an approved part of a not cause or permit any Hazardou to be brought upon, kept or use the Additional Premises by Te: contractors or invitees, without Landlord (which Landlord shall long as Tenant demonstrates satisfaction that such Hazardc useful to Tenant's purposes and in a manner that complies with ordinances regulating any such upon or used or kept in or about al Premises. If Tenant breaches in this paragraph 45, or if the on or about the Premises or the permitted by Tenant results in c or if contamination of the Bui Hazardous Material otherwise legally liable to Landlord for then Tenant shall indemnify, def from anv and all claims, ludcFmen museum display, Tenant shall a Material (as defined below) I in or about the Premises or cant, its agents, employees, the prior written consent of not unreasonably withhold as to Landlord's reasonable us Material is necessary or Nill be used, kept and stored all laws, rules, statutes and 3azardous Material so brought the Premises or the Addition - the obligations stated above presence of Hazardous Material Additional Premises caused or Dntamination of the Building, lding or surrounding area by occurs for which Tenant is damage resulting therefrom, and and hold Landlord harmless =s, damages, penalties, fines, costs, liabilities or losses (including without limitation diminution in value of the Building, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Building, damages arising from any adverse impact on marketing of space in the Building, and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees) which arise during or after the term of this Lease as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any remedial, removal or restora- tion work required by any federal, state or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on, under or about the Building. Without limiting the foregoing, if the presence of any Hazardous Material on or about the Building caused or permitted by Tenant results in any contamination of the Building or surrounding area, or causes the Building or surrounding area to be in violation of any laws, rules, statutes or ordinances, Tenant shall promptly take all actions at its sole expense as are necessary to return the Building and surrounding area to the condition existing prior to the introduction of any such Hazardous Material; provided that Landlord's approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as Little Rock Newspapers, Inc. 19 such actions would not potentially have any material adverse long -term or short -term effect on the premises or surrounding area. As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of Arkansas or the United States Government. The term "Hazardous Material" includes, without limitation, any material of substance which is (i) petroleum, (ii) asbestos, (iii) designated as a "hazardous substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (iv) defined as a "hazardous waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq. (42 U.S.C. § 6903) , or (v) defined as a "hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq. (42 U.S.C. § 6901) provided, that material displayed for purposes of a museum display shall not be included in this term as long as the material is displayed properly and safely in full compliance with any applicable federal, state or local laws, regulations and directives. WHEREUPON, an authorized representative of Landlord and Tenant (each being evidenced by appropriate corporate resolution) have executed this Lease Agreement as of the date and year set forth above. LITTLE ROCK NEWSPAPERS, INC. By: Walter E. Hussman, Jr., President Date: CITY OF LITTLE ROCK By: Date: Little Rock Newspapers, Inc. 20 • 698 ACKNOWLEDGMENT STATE OF ARKANSAS ) ) ss. COUNTY OF PULASKI ) On this day personally appeared before the undersigned, a Notary Public within and for the County and State aforesaid, duly qualified, commissioned and acting, the within named Walter E. Hussman, Jr., who acknowledged himself to be the President of Little Rock Newspapers, Inc., a corporation, and that he, as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained, and who stated that he had so signed, executed and delivered said foregoing instrument for the consideration and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of , 1994. Notary My Commission Expires: S E A L Little Rock Newspapers, Inc. 21 0 0 0 o e e a���� a� � ■� � 699 ACKNOWLEDGMENT STATE OF ARKANSAS ) ss. COUNTY OF PULASKI ) On this day personally appeared before the undersigned, a Notary Public within and for the County and State aforesaid, duly qualified, commissioned and acting, the within named who acknowledged himself [herself ] to be the of City of Little Rock, and that he [she] , as such official, being authorized to do so, executed the foregoing instrument for the purposes therein contained, and who stated that he[she] had so signed, executed and delivered said foregoing instrument for the consideration and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 1994. Notary Public My Commission Expires: hit Little Rock Newspapers, Inc. 22 700 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY Lot 12, Block 1, and Lots 7 through 12, Block 2, Lot 7, Block 3, and the closed 60' x 140' part of Sherman Street lying between Lot 12, Block 2, and Lot 7, Block 3, all in Pope's Addition to the City of Little Rock, Pulaski County, Arkansas. - - LiEtre Rock Newspapers, Inc. 701 EXHIBIT "B" OUTLINE OF PREMISES The Premises shall consist of the space on the River Level and First Floor of the Building colored in yellow on the two folded pages of the floor plan drawings that follow this page. Little Rock Newspapers, Inc. - —� 702 1 EI O 0 0 O m z f O El a O 0 O o o of 1 r � x 1 _ _ LL 0 0 0 0 Diu �' o o o o 0 0 0 0 0 o O o o O a me=n= ve 00 °o °o 0� O 11 OOOO O8 IO v v 0 v S T N R ♦4N� afTy EP n a v in m0W0 NA °o °080 °o m T A T 71. . . ti1T O {a } a me=n= ve 00 °o °o 0� O 11 OOOO O8 IO v v 0 v O O O O O N a v O O O O O sr~ N ! I 11 y C •C 703 0 EXHIBIT "C" 0 SPECIFICATIONS FOR AGREED IMPROVEMENTS 104 1. Provide two geared Dover passenger elevators with 3,500 pound capacity rated at 350 feet per minute. 2. Repair existing roof on the building as per quote dated October 3, 1994, from A.W. Hepp using coal tar pitch, as well as replace existing temporary covers on skylights with Kalwall translucent skylight system. 3. Provide automatic sprinkler system as per proposal dated October 4, 1994, from Masco, Inc. 4. Replace existing windows on all four elevations of the building as per proposal dated October 3 and 6, 1994, from Glass Erectors, Inc., except windows on the ground floor on the Markham Street side of the Building, where all of the trim will be sanded, stripped, re- caulked and repainted. 5. All masonry work for repair work around windows as per proposal dated October 4, 1994, from Robert's- McMutt. 6. Remove the existing steel canopy at the railroad dock on the north elevation. 7. Provide other related work on the above items as provided by a general contractor as outlined in the proposal dated October 4 and 6, 1994, from East- Harding Construction Company. Little Rock Newspapers, Inc. • • - '705 EXHIBIT "D" RULES OF THE BUILDING No specific rules of the Building have been published yet as of the date of the execution of this Lease. 109 /1 /LEASMUSS.AGR Little Rock Newspapers, Inc.