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RESOLUTION NO. 9, 901
A RESOLUTION TO AMEND LITTLE ROCK, ARK., RESOLUTION 9,259,
TO AUTHORIZE AN AMENDMENT TO THE LEASE AGREEMENT
BETWEEN THE CITY AND LITTLE ROCK NEWSPAPERS, INC., ON
BEHALF OF THE ARKANSAS MUSEUM OF SCIENCE & HISTORY; AND
FOR OTHER PURPOSES.
WHEREAS, the Mayor and City Clerk were authorized to execute a lease agreement
between the City and Little Rock Newspapers, Inc., for space in the Museum Center to be occupied
by the Arkansas Museum of Science and History, in Little Rock, Ark. Resolution 9,259 (October
18, 1994); and
WHEREAS, during the process of developing this space for museum purposes it was
determined that modifications were in order to address concerns about the heating and air condition
system, the rental of additional space for outdoor exhibits, and the entry into an agreement to
provide parking spaces to replace spaces that are no longer available because of museum exhibit
expansion; and
WHEREAS, the terms of these modifications have been negotiated with these parties and
are acceptable to the City Manager and the Board of Trustees of Arkansas Museum of Science and
History.
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 amendments
to the initial lease agreement between the City of Little Rock, Arkansas, and Little Rock
Newspapers, Inc., on behalf of the Arkansas Museum of Science and History in a form substantially
the same as attached to Exhibit A to this Resolution.
SECTION 2: Little Rock, Ark., Resolution 9,259 (October 18, 1994) is hereby amended
to the extent that the lease contained in Exhibit A to that resolution are in conflict with the
amendments attached as Exhibit A to this resolution.
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ADOPTED: January 21, 1997
ATTEST:
a
ROBBIE HANCOCK
CITY CLERK
APPROVED AS TO FORM:
THOMAS M. CARPENTER
CITY ATTORNEY
APPROVED:
AILEY
MAYOR
52
• II�BIT "A"
SECOND ADDENDUM TO LEASE AGREEMENT
This Second Addendum made and entered into on the 10 day of 1996r by and
between the Little Rock Newspapers, Inc., hereinafter referred to as LANDLORD and The City of rJ 3
Little Rock, Arkansas, hereinafter referred to as TENANT.
WITNESSETH:
WHEREAS, the parties hereto entered into a Lease Agreement dated as of November 1, 1994
(the "Lease "), concerning the lease of certain space within the Terminal Warehouse Building
(currently referred to as the Museum Center Building) located at 500 East Markham, Little Rock,
Arkansas (the "Building'); and
WHEREAS, the parties entered into an Addendum to Lease Agreement executed by the
respective parties on October 16 and 17, 1995 (the "First Addendum "), modifying the leased
Premises and making certain other amendments to the Lease; and
WHEREAS, the parties desire to add certain additional property to the Premises under the
terms and conditions expressed herein.
NOW, THEREFORE, the parties do hereby agree as follows:
FIRST
All defined terms used in this Second Addendum that are not defined herein shall have the
same meaning as given them in the Lease.
SECOND
Paragraph 3 of the Lease shall be amended by replacing in whole subparagraph (h) and
adding new subparagraphs (i) and (k) as follows::
0 0
"(h) Landlord does hereby grant, devise and lease unto Tenant the
additional space described on Exhibit A to the Second Addendum
(the "Offset Space ") subject to the terms and conditions expressed in 64
the Second Addendum and all terms and conditions of the Lease as
may be modified from time to time and, further, with the
understanding that the Landlord, at its cost, prior to Tenant's
occupancy of the Premises will construct a concrete block wall (with
a wooden truck gate) approximately eight (8) feet high on the north
boundary of the Offset Space.
(i) Landlord does hereby grant, devise and lease unto Tenant the
additional space described on Exhibit B to the Second Addendum
(the "HVAC System Space ") subject to the terms and conditions
expressed in the Second Addendum and all terms and conditions of
the Lease as may be modified from time to time.
0) Tenant will be responsible for costs of modification, repairs and
maintenance to the Offset Space and the HVAC System Space,
including but not limited to the canopy that covers part of the Offset
Space, for the term of the Lease on each respective space. Neither the
Offset Space nor the HVAC System Space shall be used (either in the
numerator or the denominator) in the calculation of Tenant's pro -rata
share of taxes and maintenance of the Building pursuant to paragraph
7(c)(ii) of the Lease. Further, recognizing that Tenant is installing its
own HVAC system to accommodate its HVAC needs for all current
and future rented space under the Lease, including any addendums,
Tenant shall have no responsibility for maintenance costs on the
Building's HVAC system; provided, however, if at any time it is
agreed by Landlord and Tenant to permit Tenant to draw from the
Building's HVAC system for HVAC servicing of any portion of
Tenant's rented space, then Tenant shall be responsible for its
allocable share of usage and maintenance as provided and
determinable in accordance with Paragraph 7(c) of the Lease;
provided further, however, it is the clear intent of the parties at this
time that the Tenant will not use the Building's HVAC system for any
portion of its currently rented space of approximately forty-four
thousand (44,000) square feet nor for the sub - basement space.
(k) As long as the Museum operated by the Tenant has no entrance
on the River Level for public visitors to gain access to the Museum,
there will be no pro -rata maintenance usage charged to Tenant
pursuant to Paragraph 7(c) of the Lease for the Building's two main
passenger elevators.
2
--t
THIRD 55
Paragraph 5 of the Lease shall be amended by inserting a subparagraph reference "(a)" before
the existing text and by adding new subparagraphs (b) and (c) as follows:
"(b) The term of the Lease on the Offset Space shall commence on
the effective date of the Second Addendum and continue until the
occurrence of the sooner of (i) the termination of this Lease or (ii) the
termination of the PgXlcing Facility Allocation Agreement (Museum
Space Offset) dated —IA's J 0i II??, l0k by and between Landlord
and Tenant attached hereto as Exhibit C (the "Parking Agreement ").
(c) The term of the Lease on the HVAC System Space shall
commence on the date Tenant is issued its certificate of occupancy for
the Premises and shall run and end concurrently with the term of the
Lease on the Premises as called for in paragraph 5(a) above."
FOURTH
Paragraph 7 shall be amended by adding new subparagraphs (d) and (e) as follows:
"(d) The monthly rental on the Offset Space shall be equal to the
monthly rental, if any, as may be adjusted from time to time, charged
by Tenant, or its successor, for twenty -nine (29) parking spaces in a
Qualified Parking Facility, as that term is used in the Parking
Agreement.
(e) The monthly rental on the HVAC System Space shall be equal to
the annual sum of Ten Dollars and No /100 ($10.00) per square foot
for the period commencing on the commencement of the term of the
lease on the HVAC System Space and ending on the end of the first
full term year of the lease on the Premises, and thereafter 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 (which for
the first year is $10.00), 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 ( "CPI "). Based on the understanding that
Tenant is responsible for paying any and all costs associated with the
improvement and finish -out costs for the HVAC System Space, it is
agreed that Tenant will receive a credit equal to Seventeen Dollars
and No /100 ($17.00) per square foot of space in the HVAC System
Space which shall be applied, as appropriate, against future rental
payments due by Tenant; provided, however, at such time, if ever,
that Tenant has (A) leased the entire rentable sub- basement space (the
"Sub- basement Space ") as contemplated by the third clause of the
First Addendum and (B) leased any other Additional Premises (other
than the Sub - Basement Space and the HVAC Space), then, at the time
of the commencement of the lease of such other Additional Premises,
the HVAC Space shall be thereafter considered Additional Premises
under the Lease, and the rental rate on the HVAC Space shall be
adjusted to the five dollar ($5.00) per square foot base rate
contemplated in Paragraph 7(b) of the Lease as adjusted at that time
and thereafter by the CPI as contemplated therein."
FIFTH
It is recognized by the parties to this Lease that all space leased to Tenant pursuant to the
terms of this Lease is leased on an "as -is" basis as provided for in paragraph 9 of the Lease and, to
the extent that any conflict arises between paragraphs 9 and 10 of the Lease, then the terms and
conditions of paragraph 9 shall prevail.
SIXTH
All other terms and conditions of the Lease, as amended, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties do hereby execute this Second Addendum effective
the date first above written.
LITTLE ROCK NEWSPAPERS, INC.
By:
Walter E. Hussman, Jr., Piesident
M M
56
THE CITY OF LITTLE ROCK
57
By:
Its:
Acknowledged and attested by an authorized representative of the Arkansas Museum of
Science and History
H:\IM ME0009.LSE
5
ARKANSAS MUSEUM OF SCIENCE AND
HISTORY
By: Zzz�-Z
Its: G' P50,1 912 6 F -rRL-1 5 cE5
EXHIBIT "A"
Description of Offset Space
The south 90 feet of Lot 8, Block 3, Pope's Addition to the City of Little Rock, Pulaski
County, Arkansas.
n.
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EXHIBIT "B" 59
Description of HVAC Space
Approximately 770 square feet on the second floor of the Building as shown in the layout
drawing on the following page.
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EXHIBIT C
61
The pages numbered 1 - 4 following this page.
M
PARKING FACILITY ALLOCATION AGREEMENT 62
(MUSEUM SPACE OFFSET) 1.
This Agreement entered into this (U day of ton IT% , Imo, by and between
Little Rock, Newspapers, Inc., an Arkansas corporatio ( "LRNI "), and the City of Little Rock,
Arkansas (the "City").
WITNESSETH
WHEREAS, recognizing the various development efforts, including efforts by the City itself,
regarding the area of downtown Little Rock along and near Markham Street between LaHarpe
Boulevard and the Interstate 30 overpass, the City has constructed certain public parking facilities,
and
WHEREAS, the Museum Center Building, located at 500 E. Markham, Little Rock which
is owned by LRNI, is being renovated for use by the Museum of Science and History pursuant to a
long -term lease and, upon completion of the renovation to the Museum Center Building, LRNI
anticipates additional tenants ( "Commercial Tenants') leasing space in the Museum Center Building,
and
WHEREAS, it is in the best interest of the healthy development of the area that adequate
proximate parking be made available to Commercial Tenants.
WHEREAS, LRNI has entered into a 99 year lease to the Museum of Science and History
for forty -four thousand three hundred seventy-seven (44,377) square feet at no net rent to the
Museum, and
WHEREAS, the Museum has requested from LRNI the use of land immediately east of the
buildings annex measuring fifty feet by ninety feet (50'X 90'), which is on the southern most part
of the 50 x 140 feet (50'X 140) lot, and land immediately south of the annex measuring one hundred
eleven and six tenths feet by thirty-seven feet (111.6' x 371), at no net rent cost to the Museum, and
WHEREAS, LRNI wishes to help the Museum with this additional space requests, but needs
additional space for parking for other tenants in the Museum Center building, and
WHEREAS, LRNI is willing to allow the Museum the use of the above - described eight
thousand six hundred twenty-nine (8,629) square feet of space as long as LRNI will be allowed the
use of eight thousand six hundred twenty-nine (8,629) square feet of space for parking within two
(2) blocks of the Museum Center by the City, with the terms and conditions on the use of both
properties the same for both parties.
NOW, THEREFORE, in consideration of the mutual covenants and conditions expressed
herein, the parties do hereby agree as follows:
Ilocation.. The City agrees that, for the term of this Agreement, it shall 63
allocate and make available to LRNI for reallocation from time to time among the various tenants
of the Museum Center Building twenty-nine (29) standard size parking spaces (the "Spaces ") in a
commercial style and grade parking facility, with such spaces to be located within two (2) city blocks
(as currently configured) of the Museum Center Building (a "Qualified Parking Facility").
2. Lease Relationship. It is agreed that the commercial arrangement with regard to the
lease and payments for the Spaces shall be between the City and LRNI, based upon the standard rates
charged by the City for monthly or other regular or long -term leasing arrangements for similar
parking at the concerned Qualified Parking Facility. It is agreed that the rent charged for the twenty-
nine (29) parking spaces, if at all, will be identical to the rent for the use of the eight thousand six
hundred twenty-nine (8,629) square feet of space adjacent to the annex, so that the rent for each
exactly offsets the other. It is understood that the lessees of the Spaces will be provided with a pass
or other identification or access control devices or other arrangements as implemented by the City
from time to time with regard to the concerned Qualified Parking Facility and that the City will use
its best efforts to provide parking at a Qualified Parking Facility twenty-four (24) hours a day for
every day of the year.
3. Future Reserved Spaces. It is recognized that the City cannot currently make
available reserved or dedicated parking spaces. However, in the event the City ever can and does
offer reserved parking spaces in a Qualified Parking Facility, then the City agrees to offer twenty-
nine (29) reserved spaces to LRNI on the same price, terms and conditions as those offered to other
third parties with priority of location of such spaces being given to the available Qualified Parking
Facility which is nearest to the Museum Center Building.
4. Term. The term of this Agreement shall be from the effective date of this Agreement
and shall continue until December 31, 2094; provided, however, if the City is legally or functionally
incapable of making the allocation for the Spaces as called for under this Agreement at a Qualified
Parking Facility, then this Agreement shall terminate as of the outset of the impediment which causes
the allocation failure, and the use of the eight thousand six hundred twenty-nine (8,629) square feet
by the Museum will terminate at the same time.
5. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Arkansas.
6. Assignment. This Agreement may be assigned by LRNI only to a party who is a
successor in interest in the ownership of the Terminal Building and, in all other cases, this
Agreement may not be assigned by either party without the express written permission of the other
party in their sole and absolute discretion.
IN WITNESS WHEREOF, the parties do hereby witness their signatures effective as of the
date first above written.
STATE OF ARKANSAS )
) ss.
COUNTY OF PULASKI )
LITTLE ROCK NEWSPAPERS, INC.
64
By:
Walter E. Hussman, Jr., Pr sident
THE CITY OF LITTLE ROCK, ARKANSAS
By:
ACKNOWLEDGMENT
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 thdoyp day
of� 1977
Notary Public
My Commission Expires: , -/g -zoo S�—
( E A IARLOWE A. DIAL
NoAARY PUBLIC - ARKANSAS
PULASKI COUNTY
WCOMMISSIOM EXPIRES: OS -15 -ZOOS ACKNOWLEDGMENT
STATE OF ARKANSAS )
) ss.
COUNTY OF PULASKI )
M
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 65
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 11996.
Notary Public
My Commission Expires:
(SEAL)
H 1109\ I \PARK 0006.AGR
Ell