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113252002167066 • • 08/08/2002 09:55:50 AN Filed 8 Recorded in Official Records of CAROLYN STALEY 1 ULASKI RESOLUTION NO. 11,325 CIRCUIT /COUNTY CLERK Fees $47.00 2 3 A RESOLUTION TO AUTHORIZE THE MAYOR AND CITY CLERK TO 4 ENTER INTO AN AGREEMENT TO ACCEPT THE DONATION OF AN 5 INTEREST IN THE ROCK ISLAND BRIDGE FOR THE CLINTON 6 PRESIDENTIAL PARK; AND FOR OTHER PURPOSES. 7 8 WHEREAS, Roy H. Glover, Jr. and Rosemary Glover have asserted a property 9 interest in the Rock Island Bridge that the City wishes to acquire and make a part of the 10 William Jefferson Clinton Presidential Park, and t1 WHEREAS, Mr. and Mrs. Glover wish to facilitate the development of the park, 12 and of the Clinton Presidential Library and Museum, and 13 WHEREAS, to assure that the City has clear title to this bridge Mr. and Mrs. Glover 14 have proposed an AGREEMENT FOR DONATION OF INrERESr IN BRIDGE which has been 15 reviewed by the City Attorney and found to be acceptable, 16 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF 17 THE CITY OF LITTLE ROCK, ARKANSAS: 18 Section 1. The Mayor and City Clerk are authorized to execute the attached 19 AGREEMENT FOR DONATION OF INTEREST IN BRIDGE, and to take any additional steps 20 necessary to accomplish the acceptance of this donation; further, in the event that either 21 the Mayor or City Clerk are not available to execute these documents on the date of 22 closing, the Vice - Mayor, or the Assistant City Clerk, are authorized to take all appropriate 23 actions to finalize this agreement. 24 Section 2. Severability. In the event any title, section, paragraph, item, sentence, 25 clause, phrase, or word of this resolution is declared or adpdged-tof ae'•ipvalid or 26 unconstitutional, such declaration or adjudication shall not r'emauuri>>' pArtions [PAGEI OF 21 {' r„ 27 Rmlution : w 1�`` ^ !• - AW mirylumw AGM,} N mnMoxn..y PI1FiFfRV Clinm Rad^n l Pa e ` e O� • O 1 2 3 4 s 6 7 8 9 10 1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 0 0 of the resolution which shall remain in full force and effect as if the portion so declared or adjudged invalid or unconstitutional was not originally a part of the resolution. Section 3. Repealer. All ordinances and resolutions are hereby repealed to the extent of such inconsistency. ADOPTED: July 16, 2002 ATTEST: APPROVED: Nan Woo, City Clem APPROVED AS TO LEGAL FORM: Thomas M. Carpenter, Cit Attorney H H H H H H H H H H H H Rerolutiun Authonly b ruler ALRE EW MR DONATON OF WfFA61' N RRWGE Clinm PnaNenl P.A PAGE 2 OF 2] op JiVDafley, Mayor Doc# 2002167066 • • AGREEMENT FOR DONATION OF INTEREST IN BRIDGE This AGREEMENT FOR DONATION OF INTEREST IN BRIDGE (this "Agreement") is entered into this _ day of July, 2002, by and between Roy Glover and Rosemary Glover, husband and wife (the "Donors "), and the City of Little Rock, a municipal corporation of the State of Arkansas (the "Donee "). RECITALS A. Donors are the owners of that tract of land (the "Glover Tract') located in North Little Rock, Pulaski County, Arkansas, on which is situated the northern end of the Chicago Rock Island & Pacific Railroad bridge (the "Rock Island Bridge "), having acquired same in the chain of title from Missouri Pacific Railroad Company, who conveyed same in 1990. B. Donee acquired the land located in Little Rock, Pulaski County, Arkansas, on which is situated the souther end of the Rock Island Bridge on December 27, 2001, from Union Pacific Railroad, a Utah corporation, successor in interest by merger to Missouri Pacific Railroad Company (the "Railroad Company "). C. The Railroad Company also executed and delivered to Donee a Donative Bill of Sale on December 27, 2001, which purported to donate, transfer and deliver to the Donee the Rock Island Bridge, including, without limitation, all support structures and appurtenances thereto. D. Donors have concluded and have notified Donee that the Rock Island Bridge is now, and was at the time of the purchase of the Glover Tract by the Donors, real property and, as such, Donors acquired an interest in the Rock Island Bridge by virtue of the conveyances by deed in the chain of title of the Glover Tract. As authority for the conclusions of the Donors, Donors have referred to United States of America, Plaintiff v. 27.7 Acres of Land, More or Less, In Carroll County, Arkansas, and Arkansas & Ozarks Railway Corporation, et al., and Unknown Owners, Defendants, 214 F.Supp. 707 (1963) and other case law. [PAGE 1 OF 61 Agreement for Donation of Interest N Bridge Hock Island Bridge: Arkm., River Little R WNorth Little Rock Arkznsas 0 E. Donors have concluded that the interests, if any, in the Rock Island Bridge acquired by the Donee from the Railroad Company are subordinate to the interests in the Rock Island Bridge acquired by Donors in the Rock Island Bridge. NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, Donors and Donee agree as follows: ARTICLE ONE 1.1 Purpose of Agreement. This Agreement is intended to set forth the terms of the donation of Donors' interests in the Rock Island Bridge to the Donee. Donee stated its intention, with the assistance of the Clinton Presidential Foundation, to renovate, maintain and use the Rock Island Bridge as a pedestrian walkway providing public access for travel by foot or bicycle across the Arkansas River between the cities of Little Rock and North Little Rock, Arkansas. Donors are, contemporaneously with the execution of this Agreement, executing an agreement with the City of North Little Rock, Arkansas to sell to the City of North Little Rock, Arkansas approximately one acre of land (the "NLR Bridge . Site ") located in North Little Rock, Arkansas which is situated under a portion of the Rock Island Bridge and for some distance around same. Because Donors, and other with whom Donors have a syndicate agreement, own and intend to develop or sell for development property (the "Donor's Development Property") near the north end of the Rock Island Bridge which will not be conveyed to the City of North Little Rock, Donors intend to retain an easement across the NLR Bridge Site and other adjacent lands owned by the City of North Little Rock for ingress and egress to and from the Rock Island Bridge and for construction of above - ground access to the Rock Island Bridge over the NLR Bridge Site. 1.2 Transfer To Donee by Donor of Legal Title of Donors' Interests in the Rock Island Bridge. In order to effect the donation of Donors' interest in the Rock Island Bridge, Donors shall execute and deliver to Donee a Quitclaim Deed and Grant of Easement in the formed marked Exhibit "A ", affixed hereto and by this reference made a part hereof (the "Deed "). Pursuant to the Deed, Donors shall retain an easement and right to access the Rock. Island Bridge for pedestrian access directly from the Donor's Development Property at such times as the Rock Island Bridge is open to public pedestrian traffic by Donee, or by any entity with whom Donee has a lease agreement for the Rock Island Bridge. Donee acknowledges that the conveyance of Donors' interest in the Rock Island Bridge is a charitable contribution and that Donor shall assert such a charitable contribution in an amount equal to Donor's reasonable and appropriate valuation for the fair market value of [PAGE 2 OF 6] Agreement for Donation of Interest in Bridge Rock Island Bridge: Arkansas River Little RocWNorth Little Rock Arkansas 0 0 Donor's interest so conveyed. Donee acknowledges that Donor has valuable interests in the Rock Island Bridge. Upon request of Donors, Donee agrees to execute and furnish to Donee Internal Revenue Form 8283 acknowledging receipt of Donors' interest in the Rock Island Bridge as a charitable contribution, and Donors acknowledge that Donee executed a similar Internal Revenue Form 8283 on December 27, 2001, for the Union Pacific Railroard for this same property, and Donors further acknowledge that Donee, in executing any such form, makes no representation as to Donors' entitlement to claim such charitable contribution under federal or state tax law. The Deed shall be executed and delivered to Donee and shall be recorded with the Pulaski County Circuit Clerk's Office immediately preceding the closing of the sale of the land on which the Rock Island Bridge is situated to the City of North Little Rock, Arkansas, pursuant to a Contract to Buy and Sell Real Estate by and between Donor and the City of North Little Rock, Arkansas, executed contemporaneously with the execution of this Agreement. ARTICLE TWO MISCELLANEOUS PROVISIONS 2.1 Notices. Any notice, designation, consent, approval or other communication required or permitted to be given pursuant to the provisions of this Agreement ( "Notice ") shall be given in writing and shall be sent by certified or registered mail, Federal Express, overnight courier, telecopier, if a telecopier number is hereafter indicated, or E -mail, if an E -mail address is hereafter indicated, addressed as follows: If to Donor: Telephone: If to Donee: Telephone: Telecopier: E -mail: Agreement for Donation of Interest in Bridge Rock Island Bridge: Arkansas River Little Rock/North Little Rock Arka.a Roy H. Glover, Jr. & Rosemary Glover 2205 Ozark North Little Rock, Arkansas 72116 (501) 835 -7785 Office of the City Manager 500 West Markham, Second Floor Little Rock, Arkansas 72201 (501) 371 -4510 (501) 371 -4498 bmoore ©littlerock.state.ar.us [PAGE 3 OF 6] 0 Either party may, by Notice given in accordance with the provisions of this Article Two, designate any further or different address to which subsequent Notices shall be sent pursuant to the provisions of this Agreement. Any Notice shall be deemed to have been given on the date such notice shall have been delivered. If such delivery shall be made on a Saturday, Sunday or holiday, said Notice shall have been given on the next succeeding business day. 2.2. Governing Law. This Agreement shall be governed by and construed under the law of the State of Arkansas. 2.3 Further Assurances. If so requested in writing by the other party, each of the parties hereto shall hereafter timely execute and deliver such further instruments and do such further acts as may be required or necessary to carry out the intent and purpose of this Agreement and which are not otherwise inconsistent with any of the terms of this Agreement or the facts as they are known to the requested party. Each party shall have the right to rely upon and act upon any written instructions given by the other. 2.4 Remedies Cumulative; Waiver. All rights, remedies and privileges afforded Donors or Donee shall be deemed cumulative and not exclusive and the exercise of any one of such remedies shall not be deemed to be a wavier of any other right, remedy or privilege provided for herein or available at law or in equity. No failure by Donors or Donee to exercise, or delay by Donors or Donee in exercising, any right, remey or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, remedy or privilege. No notice to or demand on either party shall, in itself, entitle the other party to any other or further notice or demand in similar or other circumstances or constitute a waiver of any rights under this Agreement. 2.5. No Guarantees or Warranties by Donor and Donee's Due Diligence. Donor makes no representations or warranties as to the overall transaction contemplated by this Agreement. Donee hereby represents to Donor that Donee has obtained independent professional advice from a qualified professional advisor who has reviewed this Agreement and associated documents with respect to the legal and practical consequences of this Agreement. 2.6. Survival. The covenants and agreements contained in this Agreement (including, without limitation, any indemnities contained herein) shall survive the [PAGE 4 OF 6] Agreement for Dmution of Interest in Bridge Rock Island Bridge: Arkansas River Little RockJNorth Little Ruck, Arkansas 0 0 termination of this Agreement and the consummation of the transactions contemplated hereby. All representations, warranties, covenants and agreements made herein or in any written document furnished to a party hereto pursuant to or in anticipation of this Agreement shall be deemed to have been relied upon by the party to whom such document was furnished and shall continue in full force and effect so long as any obligation or liability arising hereunder remains unperformed or unsatisfied. 2.7. Counterparts. This Agreement may be executed in two (2) or more identical counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 2.8 Successors and Assigns; Entire Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. This Agreement, including all exhibits hereto that are contemplated herein, shall constitute the entire agreement and understanding of the parties and there are no other prior or contemporary written or oral agreements, undertakings, promises, warranties or convenants. 2.9 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 2.10 Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby as long as such ruling does not adversely impact the Donee's title to the Rock Island Bridge. 2.11 Amendments signed by the parties. Agreement for Donation of Interest in Bridge Rock Island Bridge. Arkansas River Little Rock/North Little Rock, Arkansas All amendments to this Agreement mut be in writing and [PACE 5 OF 6] 0 0 IN WITNESS WHEREOF, the parties hereto set their hands and seals as of the day and year first written above. DONORS: Roy H. Glover Rosemary Glover [PACE 6 OF 61 Agreement for Donation of Interest in Bridge Rock Island Bridge. Arkansas River Little eock/North Little Rock, Arkansas DONEE: City of Little Rock, Arkansas By: 4/f/1/l. Name: Title: ATTEST: Nanc Woo City Clerk • Doc# 200 2167066 AGREEMENT FOR DONATION OF INTEREST IN BRIDGE This AGREEMENT FOR DONATION OF INTEREST IN BRIDGE (this "Agreement") is entered into this _ day of July, 2002, by and between Roy Glover and Rosemary Glover, husband and wife (the "Donors'), and the City of Little Rock, a municipal corporation of the State of Arkansas (the "Donee'). RECITALS A. Donors are the owners of that tract of land (the "Glover Tract') located in North Little Rock, Pulaski County, Arkansas, on which is situated the northern end of the Chicago Rock Island & Pacific Railroad bridge (the "Rock Island Bridge'), having acquired same in the chain of title from Missouri Pacific Railroad Company, who conveyed same in 1990. B. Donee acquired the land located in Little Rock, Pulaski County, Arkansas, on which is situated the souther end of the Rock Island Bridge on December 27, 2001, from Union Pacific Railroad, a Utah corporation, successor in interest by merger to Missouri Pacific Railroad Company (the "Railroad Company'). C. The Railroad Company also executed and delivered to Donee a Donative Bill of Sale on December 27, 2001, which purported to donate, transfer and deliver to the Donee the Rock Island Bridge, including, without limitation, all support structures and appurtenances thereto. D. Donors have concluded and have notified Donee that the Rock Island Bridge is now, and was at the time of the purchase of the Glover Tract by the Donors, real property and, as such, Donors acquired an interest in the Rock Island Bridge by virtue of the conveyances by deed in the chain of title of the Glover Tract. As authority for the conclusions of the Donors, Donors have referred to United States of America, Plaintiff v. 27.7 Acres of Land, More or Less, In Carroll County, Arkansas, and Arkansas & Ozarks Railway Corporation, et al., and Unknown Owners, Defendants, 214 F.Supp. 707 (1963) and other case law. [PACE 1 OF 6] Agreement for Donation of Interest in Bridge Rock Island Bridge: Arkansas River Little Rock/North Little Rock, Arkansas 0 0 E. Donors have concluded that the interests, if any, in the Rock Island Bridge acquired by the Donee from the Railroad Company are subordinate to the interests in the Rock Island Bridge acquired by Donors in the Rock Island Bridge. NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, Donors and Donee agree as follows: ARTICLE ONE 1.1 Purpose of Agreement. This Agreement is intended to set forth the terms of the donation of Donors' interests in the Rock Island Bridge to the Donee. Donee stated its intention, with the assistance of the Clinton Presidential Foundation, to renovate, maintain and use the Rock Island Bridge as a pedestrian walkway providing public access for travel by foot or bicycle across the Arkansas River between the cities of Little Rock and North Little Rock, Arkansas. Donors are, contemporaneously with the execution of this Agreement, executing an agreement with the City of North Little Rock, Arkansas to sell to the City of North Little Rock, Arkansas approximately one acre of land (the "NLR Bridge Site ") located in North Little Rock, Arkansas which is situated under a portion of the Rock Island Bridge and for some distance around same. Because Donors, and other with whom Donors have a syndicate agreement, own and intend to develop or sell for development property (the "Donor's Development Property") near the north end of the Rock Island Bridge which will not be conveyed to the City of North Little Rock, Donors intend to retain an easement across the NLR Bridge Site and other adjacent lands owned by the City of North Little Rock for ingress and egress to and from the Rock Island Bridge and for construction of above - ground access to the Rock Island Bridge over the NLR Bridge Site. 1.2 Transfer To Donee by Donor of Legal Title of Donors' Interests in the Rock Island Bridge. In order to effect the donation of Donors' interest in the Rock Island Bridge, Donors shall execute and deliver to Donee a Quitclaim Deed and Grant of Easement in the formed marked Exhibit "A ", affixed hereto and by this reference made a part hereof (the "Deed "). Pursuant to the Deed, Donors shall retain an easement and right to access the Rock Island Bridge for pedestrian access directly from the Donor's Development Property at such times as the Rock Island Bridge is open to public pedestrian traffic by Donee, or by any entity with whom Donee has a lease agreement for the Rock Island Bridge. Donee acknowledges that the conveyance of Donors' interest in the Rock Island Bridge is a charitable contribution and that Donor shall assert such a charitable contribution in an amount equal to Donor's reasonable and appropriate valuation for the fair market value of [PAGE 2 of 61 Agreement for Donation of Interest in Bridge Rxk Island Bridge. Arkansas Ricer Little Rock/Nonh Little Rock Arkansas Donor's interest so conveyed. Donee acknowledges that Donor has valuable interests in the Rock Island Bridge. Upon request of Donors, Donee agrees to execute and furnish to Donee Internal Revenue Form 8283 acknowledging receipt of Donors' interest in the Rock Island Bridge as a charitable contribution, and Donors acknowledge that Donee executed a similar Internal Revenue Form 8283 on December 27, 2001, for the Union Pacific Railroard for this same property, and Donors further acknowledge that Donee, in executing any such form, makes no representation as to Donors' entitlement to claim such charitable contribution under federal or state tax law. The Deed shall be executed and delivered to Donee and shall be recorded with the Pulaski County Circuit Clerk's Office immediately preceding the closing of the sale of the land on which the Rock Island Bridge is situated to the City of North Little Rock, Arkansas, pursuant to a Contract to Buy and Sell Real Estate by and between Donor and the City of North Little Rock, Arkansas, executed contemporaneously with the execution of this Agreement. ARTICLE TWO MISCELLANEOUS PROVISIONS 2.1 Notices. Any notice, designation, consent, approval or other communication required or permitted to be given pursuant to the provisions of this Agreement ( "Notice') shall be given in writing and shall be sent by certified or registered mail, Federal Express, overnight courier, telecopier, if a telecopier number is hereafter indicated, or E -mail, if an E -mail address is hereafter indicated, addressed as follows: If to Donor: Telephone: If to Donee: Telephone: Telecopier: E -mail: Agreement for Wrution of Interest in Bridge Rock Island Bridge: Arkansas River Little Rock/North Little Rack, Arka u s Roy H. Glover, Jr. & Rosemary Glover 2205 Ozark North Little Rock, Arkansas 72116 (501) 835 -7785 Office of the City Manager 500 West Markham, Second Floor Little Rock, Arkansas 72201 (501) 371 -4510 (501) 371 -4498 bmoore@littlerock.state.ar.us [PAGE 3 OF 61 0 0 Either party may, by Notice given in accordance with the provisions of this Article Two, designate any further or different address to which subsequent Notices shall be sent pursuant to the provisions of this Agreement. Any Notice shall be deemed to have been given on the date such notice shall have been delivered. If such delivery shall be made on a Saturday, Sunday or holiday, said Notice shall have been given on the next succeeding business day. 2.2. Governing Law. This Agreement shall be governed by and construed under the law of the State of Arkansas. 2.3 Further Assurances. If so requested in writing by the other party, each of the parties hereto shall hereafter timely execute and deliver such further instruments and do such further acts as may be required or necessary to carry out the intent and purpose of this Agreement and which are not otherwise inconsistent with any of the terms of this Agreement or the facts as they are known to the requested party. Each party shall have the right to rely upon and act upon any written instructions given by the other. 2.4 Remedies Cumulative, Waiver. All rights, remedies and privileges afforded Donors or Donee shall be deemed cumulative and not exclusive and the exercise of any one of such remedies shall not be deemed to be a wavier of any other right, remedy or privilege provided for herein or available at law or in equity. No failure by Donors or Donee to exercise, or delay by Donors or Donee in exercising, any right, remey or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy or privilege hereunder preclude any other or further exercise thereof, or the exercise of any other right, remedy or privilege. No notice to or demand on either party shall, in itself, entitle the other party to any other or further notice or demand in similar or other circumstances or constitute a waiver of any rights under this Agreement. 2.5. No Guarantees or Warranties by Donor and Donee's Due Diligence. Donor makes no representations or warranties as to the overall transaction contemplated by this Agreement. Donee hereby represents to Donor that Donee has obtained independent professional advice from a qualified professional advisor who has reviewed this Agreement and associated documents with respect to the legal and practical consequences of this Agreement. 2.6. Survival. The covenants and agreements contained in this Agreement (including, without limitation, any indemnities contained herein) shall survive the [PAGE 4 OF 6] Agreement for Donation of Interest in Bridge Rock Island Bridge: Arkansas River Little Rock/North Little Rock, Arkansas 0 0 termination of this Agreement and the consummation of the transactions contemplated hereby. All representations, warranties, covenants and agreements made herein or in any written document furnished to a party hereto pursuant to or in anticipation of this Agreement shall be deemed to have been relied upon by the party to whom such document was furnished and shall continue in full force and effect so long as any obligation or liability arising hereunder remains unperformed or unsatisfied. 2.7. Counterparts. This Agreement may be executed in two (2) or more identical counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 2.8 Successors and Assigns; Entire Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns. This Agreement, including all exhibits hereto that are contemplated herein, shall constitute the entire agreement and understanding of the parties and there are no other prior or contemporary written or oral agreements, undertakings, promises, warranties or convenants. 2.9 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 2.10 Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby as long as such ruling does not adversely impact the Donee's title to the Rock Island Bridge. 2.11 Amendments signed by the parties. Agreement for Donation of Interest In Bridge Rock Island Bridge. Arkansas River Little Rock/north Little Rock, Arkansas All amendments to this Agreement mut be in writing and [PAGE 5 OF 61 • 0 IN WITNESS WHEREOF, the parties hereto set their hands and seals as of the day and year first written above. DONORS: Roy H. Glover Rosemary Glover (PAGE 6 OF 61 Agreement for Donation of Interest in Bridge Rock Island Bridge: Arkansas River Little Roc],/North Little Rock Arkansas DONEE: City of Little Rock, Arkansas By:_ Name: Title: ATTEST: 422&1 C/ /i��l� Nancy ood City Clerk