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99011 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, 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. 5i 1 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 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. m 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. i i r o i m I 6U H crn Q w z Q_ -o C ac pn O\ w� R � w O J �1 Q S� cn �7 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