115090 0
i RESOLUTION NO. 11,509
2
3 A RESOLUTION TO AUTHORIZE THE CITY MANAGER TO ENTER
4 INTO PURCHASE AGREEMENTS AND AIR RIGHTS LEASES WITH
s FIRST SECURITY, LITTLE ROCK NEWSPAPERS, INC., AND MOSES
6 TUCKER INVESTMENTS, FOR THE ACQUISITION OF PROPERTY
7 RIGHTS REQUIRED TO CONSTRUCT A MUNICIPAL PARKING
s GARAGE IN THE RIVER MARKET DISTRICT; AND FOR OTHER
9 PURPOSES.
10
ii WHEREAS, the Board of Directors has decided to issue up to $14 million
12 in Amendment 65 capital improvement revenue and refunding bonds to, among
13 other things, build a municipal parking garage in the River Market area, and
14 WHEREAS, as a result of an independent study it was determined that
15
16 WHEREAS, three different entities have an ownership interest in the
17 property that will be the site of the garage, and the City needs to either purchase
is such land, or to lease the air rights necessary to construct the parking garage, and
19 WHEREAS, appraisals have been done which provide the City a valuation
20 for the property and the air rights, and it has been determined that the proceeds
21 from the revenue bond will be sufficient to permit the purchase or lease of these
22 property interests,
23 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
24 DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS,
[PAGE 1 OF 371
ResoWe.
Property Interests for River Market District Parking Garage
0
I Section 1. The Board of Directors finds that there is a need for off - street
2 parking in the downtown area, and more particularly in the River Market
3 District, and that the construction and operation of a municipal parking garage
a in that District meets a public need and fulfills a public purpose.
s Section 2. The Mayor, City Manager, and City Clerk, are authorized to
6 execute any documents necessary to accomplish the following transactions
7 necessary to accomplish the purposes of this Resolution, and to construct and
s operate a municipal parking garage in the River Market District:
9 (a) An air rights lease, which covers substantially the points in
10 the draft attached as Exhibit A to this Resolution, with any or all of the
ti following entites:
12 (i) Little Rock Newspapers, Inc.;
13 (ii) Moses Tucker Investments;
14 (b) A purchase agreement for certain real property upon which to
is construct the municipal parking garage:
16 (i) Little Rock Newspapers, Inc.;
17 (ii) Moses Tucker Investments;
18 (c) Parking Agreements, which cover substantially the issues set
19 out in Exhibit B to this Resolution, with any or all of the following entities:
20 (i)
Little Rock Newspapers, Inc.;
21 (ii)
Moses Tucker Investments;
22 (iii)
First Security Bancorp.
23 (iv)
The McKibbon Hotel Group
[PAGE 2 OF 371
Resolution
Property Interest. for River Market Mstrid Parking Garage
9
I Section 3. The Mayor, City Manager, and City Clerk, are authorized to
2 execute any documents necessary to accept, or transfer, easements in real
3 property for purposes of ingress and egress, or for the location of utilities, for the
4 River Market District municipal parking garage project, with any or all of the
s following entities:
6 (a) Entergy Arkansas, Inc.;
7 (b) Moses Tucker Investments;
s Section 4. The Board of Directors states its intent to enter into a license
9 agreement, franchise agreement, or other appropriate agreement, with Moses
io Tucker Investments for any portion of the construction footings for projects
ii adjoining the River Market District municipal parking garage which may
12 otherwise encroach onto City property.
13 Section 5. The real property to which the terms of this Resolution applies
14 is generally known as parts of Tracts 2 and 3 of Block 7 of Pope's Addition to the
is City of Little Rock, Arkansas, and is more fully described and illustrated in
16 Exhibit C to this Resolution.
17 Section 6. The purchase of $334,566.72 for real property authorized by
is this Resolution, the amount for the purchase, and the entity from which the
19 property will be purchased with proceeds from the revenue bond, all as
20 illustrated in Exhibit C, are generally set forth as follows:
21 (a) $24,411.12 for 1017.13 square feet at $24.00 per square foot from
22 Little Rock Newspapers, Inc.;
23 (b) $7604.88 for 316.87 square feet at $24.00 per square foot from Little
24 Rock Newspapers, Inc.;
[PAGE 3 OF 371
Resolution
Property Interests for River Markel District Parking Garage
0
0
i (c) $99,058.56 for 4,127.44 square feet at $24.00 per square foot from
2 Little Rock Newspapers, Inc.;
3 (d) $7096.32 for 295.68 square feet at $24.00 per square foot from Moses
4 Tucker Investments;
s (e) $90,394.80 for 3766.45 square feet at $24.00 per square foot from
6 Moses Tucker Investments;
7 The amounts, square footages, and named entities, are set forth in this Resolution
s for purposes of identification and publication, and any minor errors in the
9 amount of square footage, or a more appropriate identity of the entity from
io which these purchases shall be made in the final documents, approved by the
n City Attorney, shall not require additional action of the Board of Directors for
12 approval.
13 Section 7. The lease of air rights for $488,187.18 for a period of 20 years,
14 with an option to purchase these air rights for a nominal amount at the
is conclusion of the lease, as authorized by this Resolution, the amount for a
16 specific lease, and the entity from which the property will be purchased with
17 proceeds from the revenue bond, all as illustrated in Exhibit C, are generally set
18 forth as follows:
19 (a) $139,055.73 for 7242.8 square feet at $19.20 per square foot from
20 Moses Tucker Investment; $
21 (b) $230,666.11 for 12,013.86 square feet at $19.20 per square foot from
22 Little Rock Newspapers, Inc.;
23 (c) $118,465.34 for 6170.07 square feet at $19.20 per square foot from
24 First Security Bankcorp;
[PAGE 4 of 37]
Resolution
Property Interests for River Market District Parking Garage
11
11
1 The amounts, square footages, and named entities, are set forth in this Resolution
2 for purposes of identification and publication, and any minor errors in the
3 amount of square footage, or a more appropriate identity of the entity from
4 which these leases shall be made in the final documents, approved by the City
5 Attorney, shall not require additional action of the Board of Directors for
6 approval.
7 Section 8. Severability. In the event any title, section, paragraph, item,
8 sentence, clause, phrase, or word of this resolution is declared or adjudged to be invalid
9 or unconstitutional, such declaration or adjudication shall not affect the remaining
10 portions of the resolution which shall remain in full force and effect as if the portion so
11 declared or adjudged invalid or unconstitutional was not originally a part of the
12 resolution.
13 Section 9. Repealer. All laws and parts of laws inconsistent with the
14 provisions of this resolution are hereby repealed to the extent of such inconsistency.
15 ADOPTED: May 6, 2003
16 ATTEST: APPROVED:
17
18
19 Na y Woo , City Clerk ji ailey, Mayor
20 APPROVED AS TO LEGAL FORM:
21
22%'G^""�
23 Thomas M. Carpenter
24 City Attorney
25 H
26 H
[PAGE 5 OF 371
RHOfYUon
Property Interests for River Markel District Parking=ge
i •
LEASE (MUNICIPAL PARKING GARAGE AIR RIGHTS PORTION)
BETWEEN
THE LITTLE ROCK NEWSPAPERS, INC.,
as Lessor,
AND
THE CITY OF LITTLE ROCK, ARKANSAS,
Premises:
as Lessee
2003
EXHIBIT A
[PAGE 6 OF 371
Resolution
Property Interests for River Market Distrid Parking Garage
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
0 0
LEASE (MUNICIPAL PARKING GARAGE AIR RIGHTS PORTION)
THIS LEASE (MUNICIPAL PARKING GARAGE AIR RIGHTS PORTION) (hereinafter the "Lease" or the
"Agreement ") entered into this _ day of May, 2003, by and between a corporation authorized to do
business in the State of Arkansas, and THE CITY OF LITTLE ROCK, ARKANSAS, ( "the City" or "Lessee ") a a duly organized
municipal corporation of the first class.
WITNESSETH:
WHEREAS, Lessor is the owner of certain Air Rights relating to the Land (as herein defined), all as more particularly
described in Exhibit A attached to and made a part of this Lease, and including the Reserved Easements (the "Air Rights "); and
WHEREAS, Lessee desires to lease a portion of the Air Rights in order to develop a municipal parking garage in
the River Market section of downtown Little Rock (the "Project ");
NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, AND FOR
OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, LESSOR AND LESSEE, INTENDING TO LEGALLY BIND THEMSELVES AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE AS FOLLOWS:
ARTICLEI
Definitions
Section 1.1. For all purposes of this Lease, the following words and phrases shall have these respective meanings:
"Air Rights" means the right to utilize, build in, control and otherwise occupy the airspace above the Land, as described
below, beginning at a height of — feet above the current surface of the Land (being _ feet above seal level); to include the right
to extend piers, columns and other supports down to the Land, and to imbed and anchor such piers, columns and supports into and
on the Land, together with all necessary easement, right of way, and other rights of access in, to, across and out of the Land and all
releated appurtenances, sidewalks, curbs, gutters, driveways, drains, elevators, stairs, entrances, lobbies, storage areas, or other
areas, which are essential or necessary to the operation of the Project as a municipal parking garage.
"Approval(s)" shall have the meaning set forth in Section 5.2.
"Bonds" shall mean the revenue bonds to be issued by the City of Little Rock, Arkansas, for the purpose of financing a
portion of the Project.
"Bond Closing Date" shall mean the date on which the initial series of Bonds is issued.
"Bond Trustee" shall mean the Trustee for the revenue bonds, issued by the City for the purposes of financing a
portion of the Project.
"Building" shall mean all structures, improvements, fixtures, equipment and other appurtenances now located or
hereafter situated within the Air Rights, including alterations and replacements thereof, additions thereto and substitutions
therefor, and more commonly referred to as the River Market Parking Garage.
"Changes, Alterations and Additions" shall have the meaning set forth in Section 15.1.
"Declaration of Reciprocal Easements" shall mean that certain Declaration of Reciprocal Easements and Restrictions,
dated as of between Lessor, and the City.
"Default" shall mean any facts, conditions or circumstances the existence of which would, with the giving of notice or the
passage of time, constitute an Event of Default.
"'Event of Default" shall have the meaning set forth in Section 23.1.
"Final Plans" shall have the meaning set forth in Section 5.1.
[PAGE 7 OF 371
Resolution
Purchase of Property and Lease of Air Rights
River Market Dlstrin Parking Garage ProjM
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
0 0
"Foreclosure Transfer" means any transfer of legal or beneficial ownership of the leasehold interest created by this Lease
pursuant to the exercise of remedies under a Leasehold Mortgage following a default thereunder, including a judicial foreclosure, a
transfer by power of sale, a transfer in lieu of foreclosure or any other method, including an exercise upon a pledge of or security
interest in a direct or indirect controlling ownership interest in Lessee.
"Governmental Authority" shall mean any federal, state or local governmental entity, or any subdivision thereof,
exercising any executive, legislative, judicial, regulatory, administrative or other governmental function with respect to (i) the
Premises, including without limitation the use, occupancy or operation thereof, or (ii) any entity, as applicable.
"Hazardous Materials" shall mean all materials the generation, use, storage, disposal, handling, distribution, processing,
treatment, release, cleanup or transport of which is regulated, restricted, prohibited or penalized by any Legal Requirement now or
hereafter in effect, including without limitation all hazardous substances, oils, pollutants or contaminants defined as such in the
National Oil and Hazardous Substances Pollution Contingency Plan, 40 C.F.R. - 300.5, as amended from time to time, or any
Hazardous Materials Laws.
"Hazardous Materials Law(s)" shall mean all Legal Requirements relating to pollution or protection of the environment,
including, without limitation, common laws and laws relating to releases or threatened releases of Hazardous Materials into the
indoor or outdoor environment (including, without limitation, ambient air, surface water, groundwater, land, and surface and
subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, release, cleanup,
transport or handling of Hazardous Materials, and all laws and regulations with regard to record keeping, notification, disclosure
and reporting requirements respecting Hazardous Materials.
"Impositions" shall have the meaning set forth in Article 8.
"Land" shall mean that certain piece or parcel of land located in the River Market District of the City of Little Rock,
County of Pulaski, Arkansas, more particularly described in Exhibit B attached hereto.
"Leasehold Mortgage" and "Leasehold Mortgagee" shall mean, respectively, (1) any Mortgage granted by Lessee and
held in full compliance with the terms of this Lease and constituting a lien upon the interest of Lessee in this Lease and the
leasehold estate hereby created; or upon any ownership interest in Lessee, and (2) the holder of such Mortgage, provided, however,
that any Leasehold Mortgagee must be an Institution,
"Legal Requirement(s)" shall mean, (i) with reference to any Person (A) the certificate of incorporation and by -laws or
partnership agreement, certificate of limited partnership, operating agreement or other organizational or governing documents of
such Person, and (B) any law, rule, regulation, judgment, order, decree or determination by any Governmental Authority applicable
to or binding upon such Person or its property (to the extent thereby affecting the Premises); and (ii) with reference to the Premises
(A) any and all laws, statutes, codes, treaties, orders, rules, regulations, ordinances or requirements of any Govemmental Authority
applicable to the Premises, any appurtenance thereto, or the use or manner of use thereof, including without limitation (1) any
applicable environmental, ecological, zoning, building, landmark, subdivision and land use laws, codes, statutes and regulations,
(2) the requirements, terms or conditions of any permits, consents, certificates (including without limitation certificates of
occupancy) and approvals of any Governmental Authority, and (3) the terms, conditions and requirements of any easement,
restrictive declaration or other encumbrance upon the Premises, including the terms and conditions of the Reserved Easements and
the Declaration of Reciprocal Easements, and (B) the orders, rules and regulations of the Board of Fire Underwriters or any body
now or hereafter performing similar functions. References in this Lease to "Legal Requirements' shall mean such requirements as in
effect from time to time.
"Lessee" shall mean the City of Little Rock, Arkansas.
"Lessor shall mean
"Manager" shall have the meaning ascribed to such term in Section 7.1(a).
"Management Agreement" shall have the meaning ascribed to such term in Section 7.1(a).
"Mortgage" shall mean any mortgage, deed or of trust or other security instrument constituting a lien upon this Lease
and the leasehold created hereby (or any portion thereof), any assignment or pledge of, or security interest in, any rents, issues or
profits related thereto, any pledge of or security interest in an ownership interest (direct or indirect) in Lessee, and any related
instruments that evidence or secure an obligation on the part of Lessee or any of its Affiliates.
[PAGE 8 OF 371
Resolution
Purchase of Property and Lease of Air Rights
River Market Distrid Parking Garage Project
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
0
11
"Option Agreement" shall have the meaning set forth in Section _
"Permitted Operator" shall mean the Person selected as the Manager of municipal parking garage that is the subject of
this Lease.
"Person" shall mean any natural person, corporation, partnership, limited liability company, trust, estate, unincorporated
association, or other entity.
"Preliminary Construction Plans" shall have the meaning set forth in Section 5.1.
"Premises" shall have the meaning set forth in Section 2.1
"Rent" shall mean the payment by Lessee to Lessor as set forth in Section 4_1 of this Lease.
"Reserved Easements" shall mean the easements reserved by Lessor in connection with its conveyance of the Land to
M.V.H. Corporation, as more particularly described in Exhibit C.
"Site Plan" shall mean the plan to be submitted to applicable Governmental Authorities in connection with any
Approvals showing in reasonable detail the outlines of the Building to be constructed as part of the Project and all improvements to
be constructed upon or adjacent to the Land in connection with the Project, including any public improvements, landscaping and
utility connections.
"Sublease" and "Sublessee" shall mean, respectively, (i) any lease or agreement for occupancy of the Building, or any part
thereof, other than this Lease, and (ii) a tenant or occupant under a Sublease.
"Substantial Completion" shall refer to the time when (i) construction of the Project shall have been completed in
accordance with the Final Plans and the other requirements of this Lease, except for minor punch list items that are capable of being
completed or finished within 120 days, and (ii) the Project has been inspected and approved by appropriate Governmental
Authorities, as evidenced by the issuance of a certificate of occupancy for the entire Premises or its equivalent given for similar
projects. '
"Term" shall have the meaning set forth in Section 3.1.
"Term Commencement Date" shall mean the Bond Closing Date.
"Terminate ", "Terminated ", and "Germination" of this Lease shall refer to the expiration of the Term of this Lease, or any
sooner termination of the Term of this Lease pursuant to any of the provisions herein or of applicable law.
"Unavoidable Delays" shall mean delays resulting from causes beyond the control of Lessee, and its contractors,
subcontractors, and suppliers, which may include delays due to strikes, lockouts, acts of God, inability to obtain labor or materials,
enemy action, terrorist acts, civil commotion, fire, unavoidable casualties or other causes; provided, however, that (i) Lessee shall
give Lessor written notice of such delays within thirty (30) days after Lessee first learns of such delays or claims any benefit thereof,
whichever occurs sooner; (it) no financial inability to perform, including, without limitation, failure to obtain financing, equity or
operating funds, shall constitute an Unavoidable Delay; and (iii) Lessee must at all times be acting diligently and in good faith to
remove the cause, or otherwise mitigate the effects, of such delay.
"Work" shall have the meaning set forth in Section 16.2.
Section 1.2. Unless the context clearly indicates to the contrary, the following rules shall apply to the
construction of this Lease;
(a) Words importing the singular number shall include the plural number and vice versa.
(b) Words importing the feminine, masculine and neuter genders shall each include correlative words of
the other genders.
(c) Except where expressly provided otherwise herein, all approvals, consents and acceptances required
to be given or made by any person or party hereunder shall be at the sole discretion of the person or party whose approval, consent
or acceptance is required.
[PAGE 9 OF 371
Resolution
Purchase of Property and Lease of Air Right
River Market District Parking Garage Projecl
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
0
0
(d) All references herein to particular articles or sections without reference to a specific document are
references to articles or sections of this Lease.
(e) The captions and headings herein are solely for convenience of reference and shall not constitute a
part of this Lease nor shall they affect its meaning, construction or effect.
(f) The terms "hereby ", "hereof', " hereto ", "herein ", "hereunder" and any similar terms, as used in this
Lease, refer to this Lease in its entirety and not the particular article or section of this Lease in which they appear, and the term
"hereafter" means after, and the term "heretofore" means before, the date of this Lease.
(g) The words "include" and "including" mean "including but not limited to."
(h) All exhibits and appendices to this Lease, including any amendments and supplements hereto, are
hereby incorporated herein and made a part of this Lease.
ARTICLE 2
Premises
Section 2.1. Lessor for and in consideration of the rents, covenants and agreements herein contained, hereby
demises and leases unto Lessee, and Lessee does hereby take, hire and accept, subject to Permitted Exceptions and the terms,
covenants, conditions and agreements hereinafter expressed, the Air Rights; together with all the rights, ways, privileges,
servitudes, appurtenances and advantages thereunto belonging or in any way appertaining, including (on a non - exclusive basis) the
Reserved Easements and the easements appurtenant to the foregoing under the Declaration of Reciprocal Easements, as these
appurtenances exist on the Term Commencement Dale, or as they may thereafter exist (hereafter referred to collectively as the
"Premises ").
ARTICLE
Term
Section 3.1. The "Term" of this Lease, during which Lessee shall be entitled to possess, use and occupy the
Premises, shall commence on the Term Commencement Date, and expire at midnight on the date that is the last day of the month in
which the twentieth (Wh) anniversary of the Term Commencement Date shall have occurred, unless this Lease shall have been
sooner Terminated.
Section 3.2. In the event that the Term Commencement Date shall not have occurred within thirty-six (36)
months after the date of this Lease then either party may, by written notice, Terminate this Lease, in which case this Lease shall
Terminate as if the date of such notice were the stated expiration date of this Lease and neither party shall have any further right or
obligation hereunder, except in accordance with such provisions hereof that are slated to survive the Termination of this Lease.
ARTICLE 4
Rent
Section 4.1. Unless otherwise agreed to in writing by Lessor and Lessee, with the details of payment set forth in such
writing, Lessee shall pay to Lessor, on or before the close of business of the first business day after the Bond Closing Date a sum
equal to two hundred and the thousand, six hundred and sft six dollars and eleven cents ($230.666.11) which the parties
agree represents the present value of the lease of Air Rights for the twenty (20) year term of this Lease on the day of payment.
Section 4.2. Lessor and Lessee intend that Rent shall be paid to Lessor absolutely net of all costs, expenses and
obligations of every kind and nature whatsoever with respect to the Premises.
Section 4.3. Lessor is not for any purpose a partner or joint venturer of Lessee in the Project, the construction of
the Building or the operation of the Premises or any business conducted on the Premises. Lessor shall not under any circumstances
be responsible or obligated for any losses or liabilities of Lessee.
ARTICLE 5
Construction of the Project
Section 5.1. (a) Lessee and Lessor intend that Lessee shall construct, or to participate in the construction upon
the Premises, a municipal parking garage of approximately square feet, consisting of five (5) levels beginning with the
[PAGE 10 OF 371
Resolution
Purchase of Property and Lease of Air Rights
River Market District Parking Garage Project
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
0 0
first level abut the ground level, and containing approximately five hundred and eighty -one (581) public parking spaces, and fifty -
four (54) restricted private parking spaces. These parking spaces are to accommodate public municipal parking, and parking for
adjoining office, residential, and hotel buildings, all as set forth in the Project description attached to and made a part of this Lease
as Exhibit_ This Lease applies only to the public parking spaces as set forth in the terms of the Agreement.
(b) As soon as practicable hereafter, Lessee shall submit to Lessor for its review and comment, a Site Plan
for the Project Lessee shall furnish to Lessor in connection with its review of the Site Plan, at no cost to Lessor, such other
information and materials regarding the Project as Lessor may reasonably request (the Site Plan, as reviewed by Lessor, being
referred to as the "Approved Site Plan "). Lessee shall promptly furnish to Lessor for its review any material changes Lessee
proposes to make to the Project. Lessor may contract with Lessee to construct parking facilities on land owned by the Lessor.
Lessor will be responsible for all costs associated with construction of parking facilities on Lessoes land.
(c) As soon as practicable hereafter, Lessee shall cause to be prepared working drawings and
specifications, which shall be consistent with the Approved Site Plan (the "Final Plans "). Lessee shall keep Lessor apprised as to the
progress of work on the Final Plans.
(d) All drawings, plans and specifications relating to the Project shall comply with all applicable Legal
Requirements.
Section 5.2. (a) Lessee, at its own expense, shall be responsible for timely obtaining all licenses, certificates,
authorizations, permits, consents and approvals called for by any Legal Requirement in connection with the construction of the
Project in accordance with the requirements of this Lease, including without limitation demolition, excavation and building permits
(each, individually, an "Approval', collectively, the "Approvals'). The Approvals to be obtained by Lessee shall also include
evidence of compliance with any relevant provisions of state and federal environmental laws.
(b) Notwithstanding the above, Lessee shall not in any way be responsible for any licenses, certificates,
authorizations, permits, consents and approvals called for by any Legal Requirements in connection with the construction of any
improvements on the property owned, operated, and controlled by the Lessor, and that is not leased as Air Rights to the Lessee The
Lessee shall not be responsible for maintenance, repair, upkeep or operations fo the proRe owned operated and controlled
by the Lessor and that is not leased to the Lessee.
(c) Lessor shall, at Lessee's sole cost and expense (including, without limitation, reasonable attorneys'
fees and any reasonable internally allocated costs of Lessor), cooperate with Lessee in the filing of applications and documents
necessary to obtain the Approvals. To the extent requested by Lessee, Lessor's cooperation shall include, without limitation, the
execution by Lessor of applications for Approvals.
Section 5.3. Once Lessee shall have commenced construction of the Project, or excavation or demolition in
contemplation thereof, it shall continuously and with due diligence proceed to complete construction of the Project, subject only to
Unavoidable Delays. Lessee shall achieve Substantial Completion of the Project within thirty -six (36) of the Term Commencement
Date, subject to Unavoidable Delays. Promptly following Substantial Completion of the Project, Lessee shall deliver to Lessor a
complete set of as -built drawings for the Building.
Section 5.4. Except as to Lessor's desired specification and installation of any gates as noted in Exhibit F,
Lessor's review of the Site Plan, and any other review by Lessor of the Final Plans or any other aspect of the Project is solely for
Lessors convenience and shall not constitute a representation or warranty by Lessor of the adequacy or sufficiency for any purpose
of any such materials, or of their compliance with any Legal Requirements. Lessee shall be solely responsible for assuring the
foregoing with respect to all aspects of the Project.
Section 5.5. Demolition of any Buildings existing on the Premises on the Term Commencement Date,
excavation in connection with, and construction of, the Project shall be performed by Lessee subject to the following conditions:
(a) Prior to the commencement of any construction, including without limitation any demolition or
excavation, Lessee shall provide Lessor with evidence satisfactory to Lessor of construction financing in an amount sufficient to
complete the Project, (it being agreed that a City ordinance to authorize the issuance of revenue bonds to finance construction of the
project shall be deemed satisfactory evidence).
(b) Except as may be otherwise approved in writing, no demolition, excavation or construction shall be
undertaken until all Approvals shall have been obtained and paid for, and any applicable appeals period shall have expired.
[PAGE 11 OF 371
Resolution
Purchase of Property and Lease of Air Rights
River Market District Parking Garage Project
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
0 0
(c) All demolition, excavation and construction in connection with the Project shall be done promptly
and in a good and workmanlike manner, in compliance with the Final Plans, and in compliance with all Legal Requirements.
(d) All demolition, excavation and construction in connection with the Project shall be subject to
inspection at reasonable times by Lessor or its duly authorized representatives, at Lessors expense, provided that such inspections
shall be made in a manner that does not unreasonably interfere with Lessee's construction work
Section 5.6. Following written request by Lessee, Lessor shall join in easements for public utilities,
provided that such easements serve the Premises consistent with the Final Plans.
ARTICLE 6
Use and Operation of Premises
Section 6.1. Lessee shall not use or allow the Premises or any part thereof to be used, occupied or operated in
any manner that shall (a) constitute a public or private nuisance, (b) result in the discharge of objectionable fumes, vapors or odors
other than the reasonable exhaust of motor vehicles utilizing the parking garage, (c) involve the exhibition, sale or rental of
pornographic materials, or (d) void, or make voidable, any insurance then in force with respect to the Premises.
ARTICLE 7
Management of Municipal Parking Garage
Section 7.1. (a) Lessee shall have the exclusive right to operate and manage a municipal parking garage on the
Premises, and may utilize the services of a management company that is a Permitted Operator (a "Manager ") pursuant to a written
management agreement providing for services, and containing terms and conditions, reasonable and customary for the operation of
a municipal parking garage with support services available in accordance with the terms of this Lease (a "Management
Agreement ").
(b) Lessee shall provide in the Management Agreement that Manager shall operate and manage the
Premises in accordance with the provisions of this Lease.
(c) Lessee hereby agrees to incorporate the covenants and agreements contained in this Article in the
Management Agreement as covenants and agreements of the Manager.
(d) The Manager's interest in the Premises arising under the Management Agreement shall be subject
and subordinate to the terms and conditions of this Lease.
Section 7.2. Lessee will (i) perform or cause to be performed Lessee's material obligations under the Management
Agreement, (it) enforce the performance by Manager of all of Manager's material obligations under the Management Agreement,
(iii) give Lessor prompt written notice and a copy of (A) any notice of default, Event of Default, termination or cancellation sent or
received by Lessee in respect of the Management Agreement and (B) any written notice sent or received by Lessee regarding any
disagreements as to the funding of capital improvements to the Premises or dissatisfaction with the performance of either Lessee or
Manager under the Management Agreement and (iv) promptly deliver to the Lessor executed copies of any amendment or
modification of the Management Agreement, or if applicable, any new Management Agreement.
Section 7.4 Lessee shall have the right to manage the municipal parking facility during special events held in the River
Markel area, and to coordinate the lease of any parking spaces to which Lessor has exclusive control, provided that Lessor and
Lessee have agreed to the terms and conditions of such separate agreement. Lessor shall not permit any person not engaged by
Lessee to manage and lease parking spaces under the exclusive control of Lessor during such special events
ARTICLE 8
Impositions
Section 8.1. (a) For purposes of this Lease the following are referred to collectively as "Impositions ": all real estate taxes,
and other taxes, properly assessments, water and sewer rents and charges and other governmental or public utility company
charges of any kind and nature whatsoever, together with all interest and penalties thereon, which are assessed, levied, confirmed,
imposed upon or against the Premises or the value of the Premises, improvements thereto or fixtures therein, or rent received or
payable hereunder, the gross receipts from the Premises, or the possession of any interest hereunder or the conduct of any business
in the Premises, in each instance payable with respect to the Term of this Lease, or any portion thereof, as well as any transfer,
recording, documentary or gift stamp or taxes incurred by Lessor or Lessee as a result of this Lease. For purposes of this Article, the
[PAGE 12 OF 371
Resolution
Purchase of Property and Lease of Air Rights
River Market District Parking Garage Project
0 0
I term Premises shall not include any of the properly on the ground floor of the Building that is owned, operated, or managed by
2 Lessor.
3
4 (b) Lessee covenants and agrees to pay when due (subject to the remaining provisions of this Article), all
5 Impositions payable in respect of the Premises. If, by law, any such Imposition may at the option of the taxpayer be paid in
6 installments, Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in
7 installments and shall pay only such installments as may become due during the Term of this Lease as the same respectively
8 become due and payable. The provisions of this Section 8.1 shall survive the Termination of this Lease.
9
10 Section 8.2. Nothing in this Lease shall require Lessee to pay any corporate, estate, inheritance, income, excess profits,
11 transfer or similar tax imposed on Lessor,
12
13 Section 8.3. Lessee shall have the right to contest the amount or validity, in whole or in part, of any Imposition by
14 appropriate proceedings. Lessee may postpone or defer payment of any such contested Imposition until a final determination of
15 the contest has been made by an appropriate authority..
16
17 Section 8.4. The certificate, advice or bill of the appropriate official to make or issue the same or to receive payment of any
18 Imposition, or nonpayment thereof, shall be prima facie evidence that such Imposition is due and unpaid at the time of the making
19 or issuance of such certificate, advice or bill.
20
21 Section 8.5. Lessor shall, at Lessee's sole cost and expense (including without limitation reasonable attorneys' fees and
22 disbursements), cooperate with Lessee in obtaining the benefit of such exemptions, abatements, reductions or other relief as may be
23 available with respect to any Impositions.
24
25 ARTICLE
26 Insurance
27
28 Section 9.1. Subject to the condition that insurance is obtainable at reasonable rates and upon reasonable terms
29 and conditions:
30
31 (A) Lessee will cure and maintain or cause to be procured and maintained in the name of the Lessee insurance on
32 the Project and public liability insurance in such amounts and against such risks as are usually insurable in connection with similar
33 facilities and are usually carried by municipalities operating similar facilities;
34
35 (B) Lessee, during the time of construction of the Project, or as required for any Change, Alteration or Addition,
36 shall procure, or shall assure that a contractor involved in such work on the Project shall procure:
37
38 (i) insurance against claims for bodily injury, death or property damage occurring on, in or about those
39 portions of the Premises under lease to the Lessee;
40
41 (ii) workers compensation insurance;
42
43 (iii) builder's risk insurance
44
45 (iv) motor vehicle insurance.
46
47 Notwithstanding the above if Lessor contracts with Lessee for the construction of any facilities in accordance with Section
48 5.1(b). then Lessor shall be responsible for its proportional share of my_ such insurance unless Lessor notifies Lessee in writing
49 that Lessor has obtained independent insurance coverage for the Proiect.
50
51 Section 9.2. The loss payable under any policy providing any coverage described in shall be payable to the Lessee,
52 provided that workers compensation insurance may be payable for the benefit of any contractor as long as the Lessee is not
53 considered an employer for purposes of such insurance.
54
55 Section 9.3 Lessee shall, at all times, observe and comply with the requirements of all policies of insurance in effect with
56 respect to the Premises.
57
58 ARTICLE 10
59 Covenants Against Waste and to Repair and Maintain the Premises
[PAGE 13 OF 371
Resolution
Purchase of Property and Lease of Air Rights
River Market District Parking Garage Project
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
0 0
Section 10.1. Lessee shall not cause or permit any waste on the Premises, or destroy or modify the Building or any portion
thereof except as expressly permitted by this Lease.
Section 10.2. Subject to the terms and conditions of this Lease, Lessee is granted the right to demolish, remove and
dispose of all improvements and moveable or immoveable property located in the Air Rights (Residential Portion) on the Term
Commencement Date, in its discretion, without payment of any compensation to Lessor therefor or in respect thereof.
ARTICLE 11
Compliance with Legal Requirements
Section 11.1. Throughout the Term of this Lease, Lessee shall, at its sole cost and expense, promptly comply with all
applicable Legal Requirements. In connection therewith, Lessee shall perform, and hereby assumes, all of the obligations of Lessor
under the Declaration of Reciprocal Easements, including any and all payment and indemnity obligations thereunder.
Section 11.2. Lessee shall have the right to contest by appropriate administrative or legal proceedings the validity or
application of any Legal Requirement, and, subject to the provisions of Section 12.3, if compliance therewith may legally be held in
abeyance without the incurrence of a lien, charge or liability of any kind against the Premises or Lessee's leasehold interest therein,
and without subjecting Lessor to any liability, civil or criminal, for failure to comply therewith, Lessee may postpone compliance
until the final determination of the proceedings, provided that such proceedings shall be prosecuted with all due diligence and
dispatch, and further provided that Lessee furnishes to Lessor security, reasonably satisfactory to Lessor, against any loss or injury
by reason of such noncompliance.
Section 11.3. Without limiting any of the foregoing provisions of this Article 12, Lessee shall, to the extent required by
law, comply with the applicable provisions of (i) the Occupational Safety and Health Act of 1970, (ii) Section 114 of the Clean Air
Act, as amended (42 USC 1957, et seq., as amended by P.L. 91 -604), (iii) Section 308 of the Federal Water Pollution Control Act (33
USC 1251, as amended by P.L. 92 -500), and (iv) any other applicable Hazardous Materials Laws.
ARTICLE 12
Damage to or Destruction of the Buildine
Section 12.1. In case of damage to or destruction of the Building by fire or any other cause, similar or dissimilar,
insured or uninsured, Lessee shall, as soon as practicable, at its sole cost and expense, restore, repair, replace or rebuild the Building
as nearly as practicable to the value, condition and quality existing immediately prior to such damage or destruction in the Lessee's
governing body, in its sole discretion, determines that it would be in its best interests to do so. Such restoration, repairs,
replacements or rebuilding shall be prosecuted with due diligence and in good faith, and in accordance with the requirements of
this Lease, including, without limitation, Article 15.
ARTICLE 13
Condemnation
Section 13.1. If, at any time during the Term of this Lease, the whole or substantially all of the Premises shall be
taken for any public or quasi - public purpose by any lawful power or authority by the exercise of the right of condemnation or
eminent domain, or by agreement between Lessor, Lessee and those authorized to exercise such right, this Lease shall Terminate on
the date of such taking, and if the Lessee is the condemning authority, the Rent paid in accordance with Section 4.1 shall be
apportioned as an offset to any award due Lessor for the taking.
Section 13.2. In the event of any taking referred to in Section 14.1 or 14.2, partial, whole or substantially all, as
the case may be, Lessor and Lessee agree that the award or awards resulting from condemnation or eminent domain as determined
by a court of competent jurisdiction shall be apportioned to the appropriate party in accordance with Arkansas law.
Section 13.3. In case the respective portions of any award to be received by Lessor and Lessee shall not be fixed
in the proceedings for such taking as contemplated by Section 14.3, and if Lessor and Lessee shall not agree in writing on such
respective portions within thirty (30) days after the date of the final determination of the amount of such award, the entire award or
[PAGE 14 OF 371
Resolution
Purchase of Propsny and Lease of Air Right.
River Market District Parking Garage Project
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
0 0
awards shall be deposited with the Bond Trustee pending resolution of the amount of the apportionment in accordance with the
provisions of Article 34.
ARTICLE 14
Changes. Alterations and Additions
Section 14.1. After the Substantial Completion of the Project as provided in Article 5, Lessee shall not demolish
or make alterations, installations, or structural changes to the Building, or any part thereof, or make any addition or improvement
thereto or construct any additional buildings or other improvements on the Premises (Change, Alteration of Addition) without
having first provided notice to Lessor, and where possible, providing Lessor with the opportunity to review and comment on the
plans for such change, alteration or addition.
manner.
Section 14.2. Any Changes, Alteration, or Addition shall be made promptly and in good and workmanlike
ARTICLE 15
Liens
Section 15.1. Lessee shall not suffer or permit any vendor's, mechanic's, laborer's or materialman's statutory or
similar lien to be filed against the Premises or any interest of Lessor or Lessee therein by reason of work, labor, services or
materials supplied or claimed to have been supplied to Lessee or anyone holding the Premises or any part thereof through or
under Lessee (including but not limited to work, labor, services or materials supplied in connection with the construction referred
to in Article 5).
ARTICLE 16
Right of Lessor to Sell or Assign
Section 16.1. Lessor shall not sell, encumber or assign part or all of its rights, title and interest under this Lease.
ARTICLE 17
Mortgaging
Section 17.1. Lessor acknowledges that Lessee has issued revenue bonds pursuant to Amendment 65 to the Arkansas
Constitution, and Little Rock, Ark., Ordinance No. _ (May 6, 2003), to finance the construction of the Project, and to pay the
Rent. Further, Lessor acknowledges that it has had the opportunity to review the bond covenants and Trust Indenture, and that
Lessor understands and agrees that during the period of this Lease, Lessee, or the Bond Trustee, may lake any and all actions that
are necessary and proper to fulfill the Lessee's covenants under the documents.
Section 17.2. Lessor recognizes the right of Lessee pursuant to the the revenue bonds discussed in Section
20 fl to enter into a Leasehold Mortgage subiect to an agreement to attorn the rights of Lessor set forth in this Lease.
ARTICLE 18
Indemnification
Section 18.1. Lessee shall not indemnify Lessor against, or defend and save Lessor harmless from any from any
claim, liability or charge heretofore or hereafter arising and relating to any Hazardous Materials affecting the Premises on or prior
to the Term Commencement Date, or from any and all claims on behalf of any person, and any and all judgments, costs, expenses
and liabilities (including reasonable attorneys' fees) incurred (a) arising on or after the Term Commencement Date in connection
with the Premises, including without limitation any claim arising in connection with (i) any condition of the Premises or any curb or
sidewalk adjoining the Premises, or of any vaults, passageways, or space therein or appurtenant thereto, (ii) any breach or default
on the part of the Lessee in the performance of any covenant or agreement on the part of the Lessee to be performed pursuant to this
Lease, (iii) any act or negligence of Lessee, any Sublessee or occupant of the Premises or any part thereof, or of its or their agents,
contractors, servants, employees, licenses, or invitees, or (iv) any accident, injury or damage whatsoever caused to any person or
property occurring in or about the Premises or upon or under the sidewalks adjacent thereto, or (b) arising in connection with any
work or other activity whatsoever done in or about the Premises by or on behalf of Lessee.
ARTICLE 19
Ownership of Building; Lessee's Right to Purchase Building
[PAGE 15 OF 371
Resolution
Purchase of Property and Lease of Air Rights
River Market District Parking Garage Project
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
0 0
Section 19.1. The municipal parking garage, including all improvements created and all fixtures and equipment
installed as part of the Project, shall be part of the Premises and title thereto shall automatically vest in Lessor without any further
act or consideration on the part of either party if the Lessee does not exercise its option to purchase the Air Rights that are the
subject of this Lease. Lessee shall have the right, at any time during the Term after the twentieth (206,) Lease Year, or at the time of
the defeasance, or the early redemption, of any revenue bonds used to finance construction of the municipal parking garage, to
purchase Lessors interest in the Air Rights that are the subject of this Lease for One Dollar ($1.00). Lessee shall exercise such right
by written notice to Lessor, which notice shall expressly refer to this Article 23. Upon receipt of such notice Lessor shall, at Lessee's
sole cost and expense, cause to be prepared and executed a deed, a bill of sale, or such instruments as may reasonably be required to
effect a transfer of ownership of the Air Rights to Lessee, whereupon Lessee shall be deemed to be the owner of the Air Rights.
Such transfer shall be without representation, warranty or recourse of any kind whatsoever on the part of Lessor, and Lessee shall
accept the Air Rights in its then "AS IS" condition and subject to such state of title as shall then exist.
ARTICLE 20
Limitation of Lessor's Liability
Section 20.1. The term "Lessor" as used in this Lease so far as covenants or obligations on the part of Lessor are
concerned shall mean and include only the owner or owners at the time in question of the fee title to the Air Rights. Any funds in
the hands of the grantor at the time of any transfer of Lessor's interest in this Lease, in which Lessee has an interest, shall be turned
over to the grantee and any liquidated amount then due and payable to Lessee by Lessor shall be paid at such time to Lessee, it
being intended hereby that the covenants and obligations contained in this Lease on the part of Lessor shall, subject as aforesaid, be
binding on the initial Lessor, and its successors and assigns, only during and in respect of their respective successive periods of
ownership.
ARTICLE 21
Condition of the Premises
Section 21.1. Lessee represents that the Premises, and the present uses and nonuses thereof, have been
examined by Lessee and that Lessee shall accept the same "AS IS" on the Term Commencement Date. Lessee acknowledges that the
Premises are comprised of Air Rights and certain casements in existing structures, and Lessee will accept the Premises in an "as -is-
where-is and with all faults" condition as of the Term Commencement Date, and without regard to casualty or condemnation.
Section 21.2. Lessee represents and warrants that it is the assignee and holder of an option with respect to the
air rights pursuant the Option Agreement. Lessee acknowledges and agrees that the execution and delivery by Lessor of this Lease
conclusively constitutes the full and complete performance, discharge and satisfaction of any and all obligations of Lessee in
connection with the exercise of such option. Lessee further acknowledges and agrees that by entering into this Lease it is assuming,
and does hereby assume, any and all obligations of Lessor under the Option Agreement with respect to the Project, the Premises,
the Land and any - improvements now or hereafter existing thereon.
ARTICLE 22
Covenants to Bind and Benefit the Respective Parties
Section 22.1. It is covenanted and agreed by and between the parties hereto that the covenants and agreements
herein contained shall bind and inure to the benefit of Lessor and Lessee and their respective successors and assigns, subject to the
limitations herein on Lessee's right to assign its rights hereunder.
Section 22.2. The use of the neuter pronoun in any reference to Lessor or Lessee shall be deemed to include any
individual Lessor or Lessee, and the use herein of the words "successors and assigns" or "successors and assigns of Lessor or
Lessee" shall be deemed to include the heirs, legal representatives and permitted assigns of any individual Lessor or Lessee.
ARTICLE 23
Miscellaneous Provisions
Section 23.1. Invalidity of Certain Provisions.If any term or provision of this Lease, or portion thereof, or the
application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall
not be affected thereby and each term and provision of this Lease shall be valid and be enforceable to the fullest extent permitted by
law.
[PAGE 16 OF 371
Resolution
Purchase of Property and Lease of Air Rights
River Market District Parking Garage Project
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
0 0
Section 23.2. Certificates of Lessor and Lessee. (A) Lessee agrees that at any time, and from time to time but not
more than twice in any calendar year, upon not less than ten (10) days prior written notice by Lessor, Lessee will execute,
acknowledge and deliver to Lessor a statement in writing certifying that (to the best knowledge, after due inquiry, of the signer,
who shall be a responsible officer of Lessee) this Lease is unmodified and in full force and effect (or if there have been modifications,
that the Lease is in full force and effect as modified and stating the modifications), the fact that Rent has been paid in accordance
with Section 4.1, and that any other charges have been paid, the address to which notices to Lessee shall be sent and stating
whether or not Lessor is in default in this Lease and, if in default, specifying each such default. It is intended that any statement
delivered pursuant to this Section may be relied upon by Lessor or any prospective purchaser or Mortgagee of the fee, but reliance
on such statement shall not extend to any default as to which the signer shall have no actual knowledge.
(B) Lessor agrees that, at any time and from time to time, but not more than twice in any calendar year, upon
not less than ten (10) days prior written notice by Lessee or a Leasehold Mortgagee, Lessor will execute, acknowledge and deliver a
statement in writing certifying that (to the best knowledge, after due inquiry, of the signer) this Lease is unmodified and in full force
and effect (or if there shall have been modifications, that the Lease is in full force and effect as modified and stating the
modifications), the fact that Rent has been paid in accordance with Section 4.1, and that any other charges have been received, the
address to which notices to Lessor shall be sent, and staling whether or not Lessee is in default in this Lease and, if in default,
specifying each such default of which the signer may have knowledge. It is intended that any such statement delivered pursuant to
this Section may be relied upon by any prospective transferee of Lessee's interest in this Lease or any Leasehold Mortgagee or any
assignee of any Leasehold Mortgagee, but reliance on such statement shall not extend to any default as to which the signer shall
have no actual knowledge.
(C) Lessor agrees that at any time and from time to time, upon not less than ten (10) days prior written notice of
a Bond Trustee, Lessor will execute, acknowledge and deliver to the Bond Trustee a statement in writing, acknowledging receipt by
Lessor of notice from the Bond Trustee of its name and address, and of the existence of its Leasehold Mortgage.
Section 23.3 Notices. (A) Any notice, demand or request that, under the terms of this Lease or under any statute, must or
may be given or made by the parties hereto, must be in writing, and must be given or made by hand delivery, reputable overnight
courier such as Federal Express or UPS, or by mailing the same by registered or certified mail, return receipt requested, or Express
Mail, return receipt requested, addressed:
to Lessor at:
to Lessee at:
with a copy to:
LrrrLE ROCK NEWSPAPERS, INC.
OFFICE OF THE CFIY MANAGER
500 West Markham, Second Floor
Little Rock, Arkansas 72.201
DIRECEOR OF FINANCE & TREASURER
500 West Markham, Second Floor
Little Rock, Arkansas 72201
Any notice given hereunder by hand delivery shall be deemed sufficiently served or given for all purposes on the date of
delivery and any notice given by registered or certified mail or reputable overnight courier, such as Federal Express or UPS, shall be
deemed sufficiently served on the earlier of the date of receipt by the addressee or the date on which such notice would have been
received had the same not been refused by the addressee or the business day on which a mail carrier or courier had actually
attempted to deliver such notice, demand, or request to the address for such party of which the sender shall most recently have had
notice.
(B) All notices, demands and requests which are required or permitted to be given by Lessor or Lessee to a
Bond Trustee or any other person shall be sent by Lessor or Lessee, as the case may be, in writing, by registered or certified mail,
return receipt requested, or reputable overnight courier such as Federal Express or UPS, addressed to the Leasehold Mortgagee or
other person at such place as the Leasehold Mortgagee or other person may from time to time designate in written notice to Lessor
or Lessee. Notices, demands and requests served or given in the manner aforesaid shall be deemed sufficiently served or given for
[PAGE 17 OF 371
Resolution
Purchase of Property and Lease of Air Rights
River Market District Parking Garage Noted
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
0 0
all purposes on the date of receipt by the addressee, or the date on which such notice would have been received had the same not
been refused by the addressee, or the business day on which a mail carrier or courier had actually attempted to deliver such notice,
demand, or request to the address for such party of which the sender shall most recently have had notice.
(C) Lessor, Lessee, Bond Trustee or any other person may designate by notice in writing given in the manner
specified in this Article a new or other address to which such notice or demand shall be given or made.
Section 23.4. Remedies Cumluatirle. (A) Any right or remedy of Lessor provided for in this Lease shall be cumulative and
shall be in addition to (and not exclusive of) every other right, remedy or means of redress provided for in this Lease or now or
hereafter existing at law or in equity or by statute or otherwise, and the exercise or the beginning of the exercise by Lessor of any
one or more of the rights or remedies provided for in the Lease or now or hereafter existing at law or in equity or by statute or
otherwise shall not preclude the simultaneous or later exercise by Lessor of any or all other rights or remedies provided for in this
Lease or now or hereafter existing at law or in equity or by statute or otherwise. In addition to the other remedies in this Lease,
Lessor shall be entitled to the restraint by injunction of the violation, or attempted or threatened violation, of any of the covenants,
conditions, terms, agreements, provisions or limitations of this Lease as though the rights of Termination, entry, re -entry, summary
proceedings, and other remedies were not provided for in this Lease
(B) No failure by Lessor or by Lessee to insist upon the strict performance of any term, covenant, agreement,
provision, condition or limitation of this Lease or to exercise any right or remedy hereunder, and no acceptance by Lessor of full or
partial Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of such term, covenant,
agreement, provision, condition or limitation. No term, covenant, agreement, provision, condition or limitation of this Lease to be
kept, observed or performed by Lessor or by Lessee, and no breach thereof, may be waived, altered or modified except by a written
instrument executed and acknowledged by and delivered to Lessor and Lessee. No waiver of any breach shall affect or alter this
Lease, but each and every term, covenant, agreement, provision, condition and limitation of this Lease shall continue in full force
and effect with respect to any other then existing or subsequent breach thereof. This Lease may be Terminated (except by expiration
of the Term of the Lease) only by a written instrument of Termination executed by the appropriate party and delivered to the non -
Terminating party, subject to the provisions of Section 22.1(a) of this Lease.
Section 23.5. Gooerning law. This Lease, and its performance, shall be governed interpreted, construed and regulated by
Arkansas law. Venue for any state court legal challenge shall be in the courts of Pulaski County, Arkansas, and venue for any
federal court legal challenge, shall be in the United Stales District Court for the Eastern District of Arkansas.
Section 23.6. No Oral Agreements. This Lease contains all the promises, agreements, conditions and understandings
between Lessor and Lessee relative to the grant by Lessor to Lessee of a leasehold interest in the Premises and there are no
promises, agreements, conditions, understandings, warranties or representations, oral or written, expressed or implied, relating
thereto between them other than as set forth in this Lease.
Section 23.7. Quiet Enjoyment. Lessor covenants and agrees that Lessee, upon paying the Rent, as set forth in Section 4.1,
and upon observing and keeping all of the covenants, agreements and provisions of this Lease required on its part to be observed
and kept, shall lawfully and quietly hold, occupy and enjoy the Premises during the term of this Lease without hindrance or
molestation by or from anyone claiming by, through or under Lessor
Section 23.8. Memorandum of Lease. Upon request of either party, each party shall join in the execution of a memorandum
of lease in proper form for recording, setting forth the existence and Term of this Lease, and Lessor and Lessee shall each take such
further action as may be necessary to permit such recording. The cost of recording shall be borne by the party requesting such
recordation.
Section 23.9. No Representations By Lessor. Lessee agrees that except as expressly contained in this Lease no
representations, statements or warranties, express or implied, have been made by or on behalf of Lessor, in respect of the Premises,
the transaction pursuant to which Lessor has leased the Premises to Lessee, or the laws applicable to this transaction, or any
Imposition payable with respect to the Premises, and that Lessee has relied on no such representations, statements or warranties
and that Lessor shall in no event whatsoever be liable by reason of any claimed misrepresentations, misstatements or breach of
warranties.
Section 23.10. Captions. The captions of this Lease are for convenience of reference only and in no way define, limit or
describe the scope or intent of this Lease or in any way affect this Lease.
Section 23.11. Table of Contents. The Table of Contents is for the purpose of convenience of reference only and is not to be
deemed or construed in any way as a part of the Lease
[PAGE 18 OF 371
Resolution
Purchae of Property and Lea. of Air Rights
River Market District Parking Garage Project
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
0 0
Section 23.12. Negotiated Pnmisimtss. The provisions of this Lease were fully negotiated by Lessee and Lessor, and this
Lease shall not be construed for or against Lessor or Lessee, but shall be interpreted in accordance with the general tenor of the
language in an effort to reach the intended result.
Section 23.13. Lessee is an Arkansas Municipal Corporation. Lessee represents to Lessor that it is a duly organized and
validly existing municipal corporation of the first class under the laws of the State of Arkansas; that it has the full power and
authority to enter into and perform this Lease; that all authorized and required officers of Lessee have executed this Lease; that this
Lease constitutes a valid, binding and legal obligation of Lessee; and that on the date of execution of this Lease, the individual
signing this Lease on behalf of Lessee is authorized and empowered on behalf of the Lessee to execute and deliver this Lease on
behalf of Lessee.
Section 23.14. Lessor is a Valid Corporation. Lessor represents to Lessee that it is a duly organized and validly existing
corporation of the Stale of ; that it has the full power and authority to enter into and perform this Lease; and that this Lease
constitutes a valid, binding and legal obligation on the part of the Lessor.
Section 23.15. Lessee May Name the Project. Lessee shall have the privilege of designating a suitable name by which the
project shall be known.
IN TESTIMONY WHEREOF, the parties have hereunto set their hands and affixed their seals as of the day
and year first hereinabove written.
ATTEST LITTLE ROCK NEWSPAPERS, INC.
Lessor
Name:
Title:
ATTEST CITY OF LITTLE ROCK, ARKANSAS,
Lessee
By:
Name:
Title:
[PAGE 19 OF 371
Resolution
Purehase of Property and Lease of Air Rights
River Market District Parking Garage Project
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
37
38
39
40
41
42
43
44
45
46
47
48
49
So
51
52
53
54
55
56
57
58
59
0
PARKING SPACE RENTAL AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
11
THIS PARKING SPACE RENTAL AGREEMENT ( "the Lease ") is made and entered into as of the _ day of April, 2003,
by and between the City of Little Rock, Arkansas, a municipal corporation, organized and existing under by virtue of the laws of the
State of Arkansas, acting by and through its Agent, the City Advertising and Promotion Commission of Little Rock, Arkansas,
(jointly referred to as "the Lessor "), and an corporation ( "the Lessee ").
WHEREAS, the Lessor owns, or is in control of, certain real property and air rights described below on which a vehicular
parking deck is to be constructed ( "the Parking Deck "), and
WHEREAS, Lessee desires to lease the parking spaces in the Parking Deck,
NOW, THEREFORE,
WITNESSETH:
That for and in consideration of the reciprocal agreements herein set forth, which the Parties hereto acknowledge to be
mutually beneficial, and subject to the following terms and conditions, the Lessor and Lessee agree as follows:
1. PREMISES: Lessor, for and during the term hereof and any renewals thereof but only if Lessee is not
otherwise in default under the terms hereof, Lessor rents to Lessee parking spaces ( "Parking Spaces ") situated
at various locations from time to time in the Parking Deck as may be determined by Lessor. Provided, further and so long as Lessee
is not otherwise in default under the terms hereof, Lessor agrees that it will keep and maintain the Parking Deck in good repair,
ordinary wear and tear and casualty excepted, and that Lessor will maintain insurance of such a type and in such an amount as is
necessary to repair the Parking Deck from and against damages caused by the commonly insured against casualty.
2. LEASE TERM: The term of the Lease shall commence upon the completion of construction of the Parking
Deck, and the issuance of any necessary certificates and permits by any governmental authority, and shall terminate at 11:59 P.M.
on the _ day of . 2028.
3. RENT: Lessee, in consideration of the covenants made by Lessor, covenants and agrees to pay Lessor rent for
the parking spaces in the Parking Deck according to the following schedule and in the following amounts:
(a) BASE RENT:
month.
per parking space payable monthly in advance on the first day of each
(b) ADDITIONAL PARKING RENT: To be billed according to the usage at current in and out parking rates on the
dale that th Base Rent is due for the prior month usage.
4. RENEWAL: So long as the Lessee is not in default hereunder, Lessor grants to Lessee the right,
privilege, and option to extend this Agreement through the year 2102 in successive periods of Ten (30) years each, upon and subject
to the terms, provisions, and conditions of this Agreement. The Lease shall be automatically renewable for successive Ten (10) year
periods unless Lessee notifies Lessor in writing at least ninety (90) days before the expiration of the initial term or any renewal
terms that the Lease will not be renewed by Lessee. The Rent for each renewal term shall increase by a minimum of five percent
(So' ), or such other amount as mutually agreed upon by the parties, based upon the current in and out parking rates on the date
of such renewal, but not to exceed the then current prevailing market rate for spaces in the Parking Deck.
5. TAXES: Lessor shall pay any ad valorem taxes or special improvement assessments that may be levied upon,
assessed, or charged against the Parking Deck. Lessee agrees to pay prior to delinquency an ysales tax or gross receipts tax or other
tax or assessment levied on the rental of the Parking Spaces hereunder.
6. LESSOR'S COVENANT OF TITLE: Lessor covenants that it is, or will be, well seized of and has good title to
the Parking Deck, or is in control and has the air rights for involved parking spaces, on the effective date of this Agreement, except
that Lessee takes possession of lh4e Parking Spaces subject to all matters of record and subject specifically to all bond covenants,
EXHIBIT B
[PAGE 20 OF 371
Resolution
Purchase of Property and Lease of Air Rights
River Market District Parking Garage Project
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
0 0
and the terms and provisions of the Turst Indenture and Operating Agreement that are incorporated herein by this reference, for
that certain revenue bond that Lessor shall issue to obtain funds with which to construct the Parking Deck.
7. TENANT'S COVENANTS: Lessee covenants and agrees, during the term of this Lease and for such further
time as Lessee, or any person claiming under it, shall hold the Demised Premises or any part thereof:
(a) RENT: To pay the reserved rent in the amount, on the days and in the manner as provided in this Lease.
(b) LIENS AND ENCUMBRANCES: Not to allow the Parking Deck or Parking Spaces at any time during the term
to become subject to any lien, charge or encumbrances. It is expressly agreed that Lessee shall have no
authority, expressed or implied, to create any lien, charge or encumbrance upon the Parking Deck or Parking
Spaces.
(c) INDEMNITY: Lessee further agrees to indemnify, defend and save Lessor harmless from any liability, loss,
cost, expense, or claim of any nature resulting from any damage to person or property arising out of the failure
of Lessee, or Lessee's agents, employees, servants, licensees or guests to fully comply with and perform all of
the requirements and provisions of this Lease.
(d) DAMAGES AND RULES: To avoid doing any damage to the Parking Deck and abide by any Rules made by
Lessor from time to time.
(e) COMPLIANCE WITH LAW: To comply with all governmental laws, rules and regulations applicable to the
use, development, or operation of the Parking Deck.
8. USE, ALTERATIONS AND TITLE TO IMPROVEMENTS: Nothwilhstanding any other provision herein to the
contrary, Lessee shall have the right to use, occupy, or both, the Parking Spaces only for the purpose of providing parking to its
employees and guests and patrons of the and none other, except as otherwise provided herein, and for no
other purpose. Lessee may not make alterations, additions, and improvements to the Parking Deck or Parking Spaces unless
expressly approved to in writing by the City of Little Rock, Arkansas, and the Little Rock Advertising & Promotion Commission,
and further, during the initial term of this Agreement, unless reviewed by bond counsel of the Lessor's choosing for a determination
that such alteration or addition does not have any adverse impact upon the outstanding revenue bonds issued by the Lessor for the
construction of the Parking Deck.
9. ASSIGNMENT AND SUBLETTING: The Lessee shall not sublease this Lease. Furthermore, the Lessee shall not
assign this Lease, or its rights or interest hereunder without the prior written consent of the Lessor which consent may be withheld
in the Lessor's reasonable discretion; provided, however, that at the time of such request Lessee is not otherwise in default of the
provisions of this Lease. If the Lessor gives consent to such assignment or sublease, Lessee shall not in any event be released of and
from its obligations and liability hereunder.
10. LESSOR'S RIGHTS: Lessee shall be in default under the provisions of this Agreement upon the happening of any of
the following events or conditions:
(a) Failure to pay the rentals provided herein at the times, in the amounts and in the manner set forth herein and
such failure continues for ten (10) days after written notice is sent to Lessee.
(b) If the Lessee shall fail to promptly keep and perform any other covenants of this Agreement strictly in
accordance with the terms of this Agreement and shall continue in default for a period of thirty (30) days after
written notice by Lessor of default and demand for performance.
(c) If Lessee is adjudicated a bankrupt, or if Lessee makes a general assignment for the benefit of creditors, or, if in
any proceedings based upon the insolvency of Lessee, a receiver of all the property of Lessee is appointed and
does not discharge within ninety (90) days after appointment.
In the event of a default by Lessee during the term hereof, then Lessor may, at any time hereafter, terminate this
Agreement and Lessee's right of occupancy by delivering written notice of such termination to the Lessee. In addition to the
foregoing remedies, in the event of any such default, the Lessor shall have all other remedies afforded by law or in equity and in the
event of any litigation between the parties, the successful party shall be awarded its attorney's fees and court costs. No delay or
failure to exercise any of the options herein granted to Lessor by reason of a default shall be a waiver thereof, and the waiver on one
[PAGE 21 OF 371
Reaolunon
Purrhaae of Property and Leave of Air Righta
River Market District Parking Garage Project
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
0 0
occasion of a default shall not be deemed a waiver of Lessor's right to exercise its remedies by reason of the same or a similar
default at any later occasion.
11. FAILURE TO YIELD POSSESSION: The Lessee covenants that at the termination of the Lease, by lapse of time,
cancellation, default or otherwise, Lessee will yield immediate possession to the Lessor, and that on Lessee's delinquency in so
doing, or failure so to do, Lessee shall be liable and shall pay to Lessor as damages the value of rents for the time, damages for any
inconvenience, injury or loss the Lessor may have suffered, including any consequential damages. If Lessee continues to occupy the
Parking Spaces after the last day of the term, or after the last day of any extension of the term, and Lessor elects to accept rent
thereafter, a tenancy from month to month only shall be created, and not for any longer period.
12. CONDEMNATION: If the whole or any part of the Parking Deck is taken or condemned by any competent authority
for any public use or purpose during the term or any extension of this Agreement, Lessee reserves unto itself the right to claim and
prosecute its claim in all appropriate courts and agencies for any award or damages for such taking without impairing any rights of
Lessor for the taking of or injury to the reversion.
13. RISK OF LOSS: Lessee does hereby indemnify, defend and hold Lessor harmless of, from and against all damages,
claims, causes of action, accidents and injuries to Peron or property caused by or resulting from or in connection with the use and
occupancy of the Praking Deck or things in and about the Parking Deck during the term hereof or any period Lessee remains in
possession of the Parking Deck by the Lessee, its employees, agents, services, independent contractors, licensees and guests.
14. WAIVER OF SUBROGATION: The Parties agree to wavie any right of subrogation which either may have against the
other for any losses paid to them on any policy of insurance to the extent permitted by the terms of any such policy.
15. TOTAL DESTRUCTION: The parties agree that in the event the Parking Deck shall be rendered untenantable by fire
or other casualty, the Lessor may at Lessor's option, terminate this Agreement or repair said premises within thirty (30) days, and
failing to do so, or upon the destruction of said Parking Deck by fire or other casualty, the terms hereof shall cease and terminate.
16. ADDITIONAL PARKING RENT AND AVAILABILITY: (a) Lessee shall have the option during the term hereof and
any renewal and extensions thereof, but only if Lessor is not otherwise in default hereunder, to rent additional parking spaces from
time to time, if and as such parking spaces are otherwise available, upon payment of additional parking rent ( "Additional Parking
Rent ") equal to the regular rate charged by the Lessor for such spaces to the Lessee. The rate charged by Lessor to rent additional
parking spaces so established by the Lessor shall be subject to the increase during the renewal term as provided in paragraph 4
hereof. The Lessor shall hzve the privilege to use and rent the Lessee's Parking Spaces from time to time at the then prevailing rate
(on a space available basis) and shall credit the Lessee with all fees charged for the rental of these spaces. Lessee shall establish
procedures to ensure that the foregoing restrictions are enforced as to such additional parking spaces and shall permit the Lessor
from time to time upon reasonable notice during business hours to review such procedures, or to review or audit the Lessee's
records, or both, relating thereto. The Lessor and the Lessee will establish a method of accounting among themselves for the sums
collected by the Lessor in its operation of the Parking Deck for which the Lessee is to receive a credit and for the sums due by the
Lessor for the additional space used by Lessee's customers.
(b) Notwithstanding anything herein to the contrary, in the event of fire or other casualty, act of God, labor dispute
or any other occurrence which makes it not possible or at least impractical in the Lessor's sole discretion to furnish the Parking
Spaces mentioned above, the Lessor will take only such corrective measures as shall be necessary to again furnish said parking
spaces for the Lessee but only to the extent of any insurance proceeds available so to do.
17. CANCELLATION: During the period of time that the revenue bonds issued by Lessor in order to construct the
Parking Deck are outstanding, Lessee is not free to cancel this Agreement; further, as long as Lessee is not otherwise in default
hereof, and no other provision of this Lease necessitates cancellation in the Lessor's opinion, Lessor shall not cancel this Lease
during the period of time that the revenue bonds issued by Lessor in order to construct the Parking Deck are outstanding.
18. MISCELLANEOUS PROVISIONS:
(a) If any term or provision of this Lease or the application to any person or circumstance shall, to any event, be
invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons
whose circumstances other than those as to which it is held invalid or unenforceable, shall not be affected
thereby.
(b) The terms, condition and covenants of this Lease shall be binding upon and shall inure to the benefit of each of
the parties, their heirs, personal representatives, successors or assigns, and shall run with the land; and where
[PAGE 22 OF 371
Resolution
Purchase of Property and Lease of Air Rights
River Market District Parking Garage Pwiect
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
0 0
more than one party shall be lessors under this Lease, the word "Lessor" whenever used in this Lease shall be
deemed to include all lessors jointly and severally.
(c) No waivers, alterations or modifications of this Lease or any agreements in connection with this Lease shall be
invalid unless in writing duly executed by both Lessor and Lessee.
(d) The captions appearing in this Lease are inserted only as a matter of convenience and in no way define, limit,
construe or describe the scope or intent of such paragraphs of this Lease or in any way affect this Lease. Any
gender used shall be deemed to refer to any other gender more grammatically applicable to the party to whom
such use of gender relates. The use of singular shall be deemed to include the plural, and conversely, the plural
shall be deemed to include singular.
(e) If at any time after the execution of this Lease, it shall be necessary or convenient for one of the parties to serve
any notice, demand, or communication upon the other party, such notice, demand, or communication shall be
in writing, signed by the party serving the same, sent by registered or certified United States mail, return
receipt requested, postage prepaid and (a) if intended for Lessor, shall be addressed to:
Office of the City Manager
500 West Markham, Second Floor
Little Rock, Arkansas 72201
with copy to:
Executive Director
Advertising and Promotion Commission
Robinson Center
Little Rock, Arkansas 72201
and (b) if intended for Lessee, shall be addressed to:
NEED NAMES AND ADDRESSES
or to such other address as either party may have furnished to the other in writing as a place for the service of
notice. Any notice so mailed shall be deemed to have been given as of the time it is deposited in the United
States mail.
(f) This Lease contains all the terms and conditions agreed upon by the parties hereto with respect to the
transactions contemplated hereby, and shall not be amended or modified except by written instrument signed
by all of the parties.
(g) Nothing expressed or implied in this Lease is intended, or shall be construed, to confer upon or give any
person, firm, or corporation, other than the parties hereto, their successors and assigns, any benefits, rights, or
remedies under or by reason of this Agreement.
(h) The obligations and undertakings of the parties hereto shall be performed within the time specified therefor,
time being of the essence of this Lease, and the failure to perform within such time shall constitute a breach of
and default under this Lease on the party of the party who fails to perform.
(i) This Lease may be executed simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.
(j) This Lease shall be governed by and construed under the laws of the State of Arkansas, and any challenge to
the provisions of this Lease, or the application of such provisions, shall be heard in Little Rock, Pulaski County,
Arkansas, as the agreed venue and jurisdiction for such challenge.
(k) For purposes of this Lease, the Little Rock Advertising and Promotion Commission or its successors, is the
Lessor for all administrative purposes pertaining to, or provided for, in this Lease.
[PAGE 23 OF 371
Resolution
Purchase of Property and Lease of Air Rights
River Market District Parking Garage Project
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
0
n
u
IN WITNESS WHEREOF, THE PARTIES HERETO AFFIX THEIR HANDS AND SEALS THIS DAY OF APRIL,
2003.
ATTEST:
Nancy Wood, City Clerk
ATTEST:
ATTEST:
LESSOR:
City of Little Rock, Arkansas
Jim Dailey, Mayor
Little Rock Advertising & Promotion Commission
LESSEE:
[PAGE 24 OF 371
Chair
Resolution
Purchase of Property and Lease of Air Rights
River Market District Parking Garage Project
0
EXHIBIT "A" R
THIS IS FOR THE PURPOSE OF
ACQUISITION BY THE CITY OF LITTLE
ROCK AND DOES NOT REPRESENT A CITY OF LITTLE ROCK
BOUNDARY SURVEY LEGAL DESCRIPTION PUBLIC WORKS DEPARTMENT
STAIRWELL AND ELEV. MACH.
SELL FEE TO CITY OF LITTLE ROCK NO AIR RIGHTS LEASE
PART OF TRACT 3, OF BLOCK 7, OF POPE'S ADDITION TO THE CITY OF LITTLE ROCK,
PULASKI COUNTY, ARKANSAS, TAKEN FROM A PLAT BY MCCLELLAND CONSULTING ENGINEERS
INCORPORATED. SURVEY DATED 12/06/02 AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTH WEST CORNER OF SAID BLOCK 7. THENCE N09'34'08 "E, 27.67
FEET; THENCE S80'26'08 "E 31.33 FEET; THENCE S09'34'08 "W. 13.59 'FEET; THENCE
S80'26'08 "E, 10.67 FEET; THENCE S09'34'08'W, 14.08 FEET; TO A POINT ON THE SOUTH
LINE OF SAID TRACT 3, THENCE N80'26'08"W, ALONG SAID SOUTH LINE 42.0 FEET; TO THE
POINT OF BEGINNING CONTAINING 1,017.13 SQUARE FEET; MORE OR LESS
W
Lu
H
N
Lu
V
Ce
Lu
O
V
SCALE 1 " =10'
# .fit
I /oi7./3 s< x 24.00 = 24,411-12
w
_Z
ol�
m�
0
m
SECOND STREET
SLOG
OUTLINE
[PAGE 25 OF 371
Rewlution
ftmhaee of I4openy and Leaee of Ai, Right.
River Muket M.t id parking S.S. pmjen
0
EXHIBIT "B" L THIS IS FOR THE PURPOSE OF
ACQUISITION BY THE CITY OF LITTLE
ROCK AND DOES NOT REPRESENT A CITY OF LITTLE ROCK
BOUNDARY SURVEY PUBLIC WORKS DEPARTMENT
LEGAL DESCRIPTION
ELECT. ROOM
SELL FEE TO CITY OF LITTLE ROCK NO AIR RIGHTS LEASE
PART OF TRACT 3, OF BLOCK 7, OF POPE'S ADDITION TO THE CITY OF LITTLE ROCK, PULASKI
COUNTY, ARKANSAS. TAKEN FROM A PLAT BY McCLELLAND CONSULTING ENGINEERS
INCORPORATED. SURVEY DATED 12106102 AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTH WEST CORNER OF SAID BLOCK 7 THENCE N09'34'08 "E ALONG THE
WEST LINE OF SAID BLOCK 7, 101.17 FEET; THE TO THE POINT OF BEGINNING, THENCE
CONTINUE N09'34'08 "E, 15.33 FEET THENCE S80'26'08 "E 20.67; FEET: THENCE S09'34'08"W
15.33 FEET; THENCE N80'26'08"W 20.67 FEET; TO THE POINT OF BEGINNING. CONTAINING 316.87
SQUARE FEET; MORE OR LESS.
316.87 S.F x 7Go 4.88
I—
W
w
to
I—
W
u
W
H
O
u
SCALE 1' =20'
SECOND STREET
[PAGE 26 oP 371
Resolution
Purehase of Property and Lease of Air Rights
River Market District parking garage project
C�
•
EXHIBIT "C" L
THIS IS FOR THE PURPOSE OF
ACQUISITION BY THE CITY OF LITTLE
ROCK AND DOES NOT REPRESENT A CITY OF LITTLE ROCK
BOUNDARY SURVEY PUBLIC WORKS DEPARTMENT
LEGAL DESCRIPTION
PARKING GARAGE ENTRANCE AND RAMPS
SELL FEE TO CITY OF LITTLE ROCK NO AIR RIGHTS LEASE
PART OF TRACT 3, OF BLOCK 7, POPE'S ADDITION TO THE CITY OF LITTLE ROCK PULASKI
COUNTY, ARKANSAS, TAKEN FROM A PLAT BY McCLELLAND CONSULTING ENGINEERS
INCORPORATED. SURVEY DATED 12/06/02 AND MORE PARTICULARLY DESCRIBED AS FOLLOW:
BEGINNING AT THE SOUTH WEST CORNER OF SAID BLOCK 7 , THENCE S80 "26'08 "E, ALONG
THE SOUTH LINE OF SAID BLOCK 7, 137.67 FEET: TO THE POINT OF BEGINNING THENCE
N09'34'08 "E, 58.0 FEET: THENCE N80'26'08 "W, 46.0 FEET: THENCE N09'34'08 'E, 58.5'FEET;
THENCE S80'26'08 "E. 58.33 FEET; TO A POINT ON THE EAST LINE OF SAID TRACT 3, THENCE
S09'34'08"W, 116.5 FEET; TO A POINT ON THE SOUTH LINE OF SAID BLOCK 7, THENCE
N80'26'08"W, ALONG SAID SOUTH LINE BLOCK 7, 12.33 FEET; TO THE POINT OF BEGINNING .
CONTAINING 4,127.44 SQUARE FEET; MORE OR LESS.
4, 127.445.E x"24-60=
��j 058 5�
W
W
K
H
N
W
V
w
i
O
V
SCALE 1' =30'
(3
W...
1 12' -4'
SECOND STREET
[PAGE 27 OF 371
Resolution
Purchase of property and Lease of Air Rights
River Markel District parking garage project
r7
EXHIBIT "D" L
THIS I FOR THE PURPOSE OF
ACQUISI TION BY THE CITY Of LITTLE
ROCK AND DOES NOT REPRESENT A CITY OF LITTLE ROCK
BOUNDARY SURVEY LEGAL DESCRIPTION PUBLIC WORKS DEPARTMENT
STAIRWELL
SELL FEE TO CITY OF LITTLE ROCK NO AIR RIGHTS LEASE
PART OF TRACT 2, OF BLOCK 7, OF POPES ADDITION TO THE CITY OF LITTLE ROCK, PULASKI
COUNTY, ARKANSAS, TAKEN FROM A PLAT BY McCELLAND CONSULTING ENGINEERS
INCORPORATED SURVEY DATED 12/06/02 AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTH EAST CORNER OF SAID BLOCK 7, SAID POINT ALSO BEING THE
SOUTH EAST CORNER OF TRACT 2, THENCE N80'26'08"W, ALONG THE SOUTH LINE OF SAID
BLOCK 7, 20.59 FEET; THENCE N09'34'08 "E, 11.08 FEET: THENCE S80'26'08 "E. 9.92 FEET;
THENCE N09'34'08 "E, 6.33 FEET: THENCE S80'26'08 "E. 10.67 FEET; TO A POINT ON THE
EAST LINE OF SAID BLOCK 7, SAID LINE ALSO BEING THE EAST LINE OF TRACT 2.THENCE
S09'31'10"W, ALONG THE SAID EAST LINE 17.41 FEET; TO THE POINT OF BEGINNING
CONTAINING 295.68 SQUARE FEET; MORE OR LESS.
SCALE 1 " =10'
BLDG
OUTLINE
:2 = -7� o 96.3
_.w
� J
N
SECOND STREET
U
w
Lu
li
V)
Z
Q
Lr
Lu
Z
[PAGE 28 OF 371
Reaolugon
purchue of p peny and Lease of Air Right
River Market Dirtrirt parking gunge project
EXHIBIT "E" L
THIS IS FOR THE PURPOSE OF
ACQUISITION BY THE CITY OF LITTLE
ROCK AND DOES NOT REPRESENT A CITY OF LITTLE ROCK
BOUNDARY SURVEY PUBLIC WORKS DEPARTMENT
LEGAL DESCRIPTION
PARKING GARAGE ENTRANCE AND RAMPS
SELL FEE TO CITY OF LITTLE ROCK NO AIR RIGHTS LEASE
PART OF TRACT 2, OF BLOCK 7, OF POPE'S ADDITION TO THE CITY OF LITTLE ROCK, PULASKI
COUNTY, ARKANSAS. TAKEN FROM A PLAT BY MCCLELLAND CONSULTING ENGINEERS
INCORPORATED. SURVEY DATED 12106/02 AND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE SOUTH EAST CORNER OF SAID BLOCK 7, THENCE N80'26'08'W. ALONG
THE SOUTH LINE OF SAID BLOCK 7, 117.68 FEET: TO THE POINT OF BEGINNING . THENCE
N09'34'08 'E, 116.5 FEET; THENCE N80'26'08"W, 32.33 FEET TO A POINT ON THE WEST LINE OF
SAID TRACT 2, THENCE S09'34'08"W ALONG THE WEST LINE OF SAID TRACT 2. 116.5 FEET; TO
A POINT ON THE SOUTH LINE OF SAID BLOCK 7, THENCE S80'26'08 "E, ALONG THE SOUTH LINE
OF SAID BLOCK 7, 32.33 FEET; TO THE POINT OF BEGINNING CONTAINING 3,766.45 SQUARE
FEET; MORE OR LESS
3, 66.4 s x �24.o0� � _ qo, 3Q4 oa
_ 5Lm
a77
SCALE 1' =30'
r-32'-4- 1
a
W
W
N
2.
<Q
C
K
W_
N
[PAGE 29 OF 371
Roolution
Purchase of Property and Lease of All Right,
River Market District parking garage pwicet
EXHIBIT "F"
THIS IS FOR THE PURPOSE OF L
ACQUISITION BY THE CITY OF LITTLE
ROCK AND DOES NOT REPRESENT A CITY OF LITTLE ROCK
BOUNDARY SURVEY PUBLIC WORKS DEPARTMENT
LEGAL DESCRIPTION
RETAIN FEE LEASE AIR RIGHTS TO CITY OF LITTLE ROCK
PART OF TRACT 2, OF BLOCK 7, OF POPE'S ADDITION TO THE CITY OF LITTLE ROCK, PULASKI
COUNTY, ARKANSAS, TAKEN FROM A PLAT BY MCCELLAND CONSULTING ENGINEERS
INCORPORATED. SURVEY DATED 12/06/02 AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTH EAST CORNER OF SAID BLOCK 7, THENCE N80'26'08'W ALONG THE
SOUTH UNE OF SAID BLOCK 7, 55.5 FEET; TO THE POINT OF BEGINNING, THENCE N09'34'08 "E,
116.50 FEET; THENCE N80'26'08'W, 62.17 FEET; THENCE S09'34'08"W. 116.50 FEET; TO A
POINT ON THE SOUTH LINE OF SAID BLOCK 7, THENCE S80'26'08 "E ALONG SAID LINE 62.17
FEET; TO THE POINT OF BEGINNING. CONTAINING 7242.80 SOUARE FEET; MORE OR LESS.'
4' ?a42.8o six
W
W
H
N
w
u
R'
w
Ell
1'M
h
N.T.S.
"H" F62;-,-"J"
2"
"C"
"E" 10
,, "I"
„G"
%
x
300 62. -2_ 56 - -6
SECOND STREET
[PAGE 30 OF 371
I—
W
W
H
cn
Z
Lu
w
N
Resolution
Purchase of Properly and Lease of Air Right,
River Market District parking garage project
EXHIBIT "G"
THIS IS FOR THE PURPOSE OF L
ACQUISITION BY THE CITY OF LITTLE
ROCK AND DOES NOT REPRESENT A CITY OF LITTLE ROCK
BOUNDARY SURVEY PUBLIC WORKS DEPARTMENT
LEGAL DESCRIPTION
RETAIN FEE LEASE AIR RIGHTS TO CITY OF LITTLE ROCK
PART OF TRACT 3, OF BLOCK 7, OF POPE'S ADDITION TO THE CITY OF LITTLE ROCK, PULASKI
COUNTY, ARKANSAS, TAKEN FROM A PLAT BY McCELLAND CONSULTING ENGINEERS
INCORPORATED. SURVEY DATED 12/06/02 AND MORE PARTICULARLY DESCRIBED AS FOLLOWS;
COMMENCING AT THE SOUTH WEST CORNER OF SAID BLOCK 7, THENCE N09'34'08 "E. ALONG
THE WEST LINE OF SAID BLOCK 7, 27.67 FEET; TO THE POINT OF BEGINNING. THENCE
CONTINUE N09'34'08 "E. 73.5 FEET: THENCE S80'26'08 "E. 20.67 FEET; THENCE N09'34'08 "E.
15.33 FEET; THENCE 580'26'08 "E, 71.0 FEET; THENCE S09'34'08"W, 58.5 FEET; THENCE
S80'26'08 "E 46.0 FEET; THENCE S09'34'08"W 58.0 FEET: TO A POINT ON THE SOUTH LINE OF
SAID BLOCK 7, THENCE N80'26'08"W ALONG SAID SOUTH LINE, 95.67 FEET: THENCE
N09'34'08 "E, 14.08 FEET; THENCE N80'26'08'W, 10.67 FEET: THENCE N09'34'08 "E, 13.58
FEET; THENCE N80'26'08 -W 31.33 FEET; TO THE POINT OF BEGINNING CONTAINING 12,013.86
SQUARE FEET: /21D%3'8/ S- �C ;lQ.ZO1!S�F = 02,30 64 ;,
H
W
W
d'
H
N
W
u
Lu
W
P.
M
b
N.T.S.
42' -0" 95' -8"
SECOND STREET
[PAGE 31 OF 371
H
W
W
fY
H
N
Z
che
CQ
W
Rewlotion
Porchaae of property and Lesae of Air night.
River Market District puking garage proleet
a
EXHIBIT "H"
THIS IS FOR THE PURPOSE OF L
ACQUISITION BY THE CITY OF LITTLE
ROCK AND DOES NOT REPRESENT A CITY OF LITTLE ROCK
BOUNDARY SURVEY PUBLIC WORKS DEPARTMENT
LEGAL DESCRIPTION
SELL FEE TO CITY OF LITTLE ROCK NO AIR RIGHTS LEASE
PART OF TRACT 3, OF BLOCK 7, OF POPE'S ADDITION TO THE CITY OF LITTLE ROCK, PULASKI
COUNTY, ARKANSAS. TAKEN FROM A PLAT BY McCELLAND CONSULTING ENGINEERS
INCORPORATED. SURVEY DATED 12/06/02 AND MORE PARTICULARLY DESCRIBED AS FOLLOWS;
COMMENCING AT THE SOUTH WEST CORNER OF SAID BLOCK 7, THENCE N09'34'08'E. ALONG THE
WEST LINE OF SAID BLOCK 7, 116.5 FEET; TO THE POINT OF BEGINNING . THENCE CONTINUE
N09'34'08 "E, 33.5 FEET; THENCE SBO'25'52 "E. 50.0 FEET; THENCE S09'34'08 "W 11.45 FEET;
THENCE S86'47'55 "E . 80.49, FEET; THENCE. S80.26'16 "E. 20.0 FEET; THENCE S09'34'08'W,
31.0 FEET; THENCE N80'26'08'W, 150.0 FEET; TO THE POINT OF BEGINNING . CONTAINING
4,416.71 SQUARE FEET; MORE OR LESS.
414, X, 7i Sf" x
V (Y
� n
"50" ' -O"
_ 80.49
W '
0 m I
N W
V W N _ Q
"C" "E" "F" "I" 0:: < w
O "G"
A
N.T.S. SECOND STREET
[PAGE 32 OF 371
Resolution
purchase of Property and Lease of Air Right,
River Market District parking garage
Prvlen
Prvlen
EXHIBIT "I" L THIS IS FOR THE PURPOSE OF
ACQUISITION BY THE CITY OF LITTLE
ROCK AND DOES NOT REPRESENT A CITY OF LITTLE ROCK
BOUNDARY SURVEY PUBLIC WORKS DEPARTMENT
LEGAL DESCRIPTION
SELL FEE TO F.S.C. LEASE AIR RIGHTS LEASE TO CITY OF LITTLE ROCK
I.-
W
W
04
N
W
U
ac
W
G.
U
N.T.S.
PART OF TRACT 2, OF BLOCK 7. OF POPE'S ADDITION TO THE CITY OF LITTLE ROCK, PULASKI
COUNTY ARKANSAS. TAKEN FROM A PLAT BY MCCLELLAND CONSULTING ENGINEERS
INCORPORATED. SURVEY -DATED 12/06/02 AND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOW;
COMMENCING AT THE SOUTH EAST CORNER OF BLOCK 7, OF POPE'S ADDITION. THENCE
NBO'26'08"W, ALONG THE SOUTH LINE OF SAID BLOCK 7, 20.58 FEET; TO THE POINT OF
BEGINNING. THENCE CONTINUE N80'26'08"W, ALONG SAID SOUTH LINE 34.92 FEET; THENCE
N09'34'08 "E 116.5 FEET: THENCE S80'26'08 "E. 55.5 FEET; TO A POINT ON THE EAST LINE OF
BLOCK 7. THENCE S09'31'10"W. ALONG SAID LINE 99.08 FEET: THENCE N80 "26'08'W. 10.67
FEET: THENCE 509'34'08 'W, 6.33 FEET; THENCE N80'26'08"W, 9.92 FEET; THENCE S09'34'08"w
11.08 FEET TO THE POINT OF BEGINNING CONTAINING 6,170.07 SQUARE FEET: MORE OR LESS.
!q /70,07 S^r -X = 0// 465 �4
"H^ "K" J.
55' -6"
^A^
ii ..
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
EXHIBIT "J" L THIS IS FOR THE PURPOSE OF
ACQUISITION BY THE CITY OF LITTLE
ROCK AND DOES NOT REPRESENT A CITY OF LITTLE ROCK
BOUNDARY SURVEY PUBLIC WORKS DEPARTMENT
LEGAL DESCRIPTION
F—
w
Lu
ix
F-
V)
w
V
ine
Lu
Ro
U
N.T.S.
RETAIN FEE
PART OF TRACT 2, OF BLOCK 7, OF POPE'S ADDITION TO THE CITY OF LITTLE ROCK, PULASKI
COUNTY, ARKANSAS, TAKEN FROM A. PLAT BY MCCELLAND CONSULTING ENGINEERS
INCORPORATED. SURVEY DATED 12106/02 AND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS;
COMMENCEING AT THE SOUTH EAST CORNER OF SAID BLOCK 7, THENCE N09'31'10 "E ALONG
EAST LINE OF SAID BLOCK 7, 116.5 FEET TO THE POINT OF BEGINNING. THENCE CONTINUE
N09'31'10 "E 31.0 FEET; TO THE NORTH EAST CORNER OF SAID TRACT 2, THENCE
N80'26'08"W,150.0 FEET; THENCES09'34'08"W,31.0 FEET; THENCE S80'26'08 "E, 32.33 FEET:
THENCE N09'34'08 "E, 22.5 FEET; THENCE S80'26'08 "E. 62.17 FEET :THENCE S09'34'08'W, 22.5
FEET; THENCE S80'26'08 "E 55.5 FEET TO THE POINT OF BEGINNING CONTAINING 3,251.24
SQUARE FEET; MORE OR LESS
l?ETAlA1ED sY /Y1oSES/YU�KF.R
150 -0"
j N N g/�
/
% / / /%i/
.B..
32._4.
55, -6"
„C„
,.E,.
„F"
I"
n0"
SECOND STREET
[PAGE 34 OF 371
I-
Lu
n Lu
Z
Q
Lu
Lu
N
Reeolunon
porch.. of property and lease of Air Rights
River Market Distrid parking garage project
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
0
THIS IS FOR THE PURPOSE OF
ACQUISITION BY THE CITY OF LITTLE
ROCK AND DOES NOT REPRESENT A
BOUNDARY SURVEY
N.T.S.
EXHIBIT "K"
LEGAL DESCRIPTION
RETAIN FEE
L�
CITY OF LITTLE ROCK
PUBLIC WORKS DEPARTMENT
PART OF TRACT 2, OF BLOCK 7, OF POPE'S ADDITION TO CITY OF LITTLE ROCK, PULASKI
COUNTY, ARKANSAS, TAKEN FROM A PLAT BY MCCELLAND CONSULTING ENGINEERS
INCORPORATED. SURVEY DATED 12106102 AND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE SOUTH EAST CORNER OF SAID BLOCK 7, THENCE N80'26'08 "W. ALONG
THE SOUTH LINE OF SAID BLOCK 7, 55.5 FEET; THENCE N09'34'08 "E, 116.5 FEET; TO THE
POINT OF BEGINNING THENCE CONTINUE N09'34'08 "E 22.5 FEET; THENCE N80'26'08'W, 62.17
FEET; THENCE S09'34'08"W, 22.5 FEET; THENCE S80'26'08 "E, 62.17 FEET; TO THE POINT OF
BEGINNING CONTAINING , 1,398.82 SQUARE FEET: MORE OR LESS.
I-
w
w
tz
V)
N
w
V
w
_4
O
U
%QEZA1N,5D 6Y / asts/7ZlckER
62' -2"
„H, N " ^X
62' -2"
C,.
,.E"
"F"
"I.
..G„
A"
"D"
SECOND STREET
[PAGE 35 OF 371
W
w
H
N
Z
Q
W
N
Resolution
purchase of property and Lease of Air Right
River Market District parking garage project
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
.. v ^ % -.LU• 133a1s rvv rva3N5
I � I
[PAGE 36 OF 371
0
O
3
Resolutian
Purchase of property and Lease of Air Rights
River Market District parking garage project
I
6
Q
i it
Tal
C
tII
ti
�
�I
\ \\ • as I
� �
� �I
I?-
"••
".::n -rte`
%yi
t H a7uW
IN as
tar-
—
i8.4 I
- - - - -_.-
a-
- --
-1 -1 --
-;3:P5
e
i
l 1
[PAGE 36 OF 371
0
O
3
Resolutian
Purchase of property and Lease of Air Rights
River Market District parking garage project
I
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
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
0
4 .
c
Renoluhun
Purchase of Properly and Levu M Air Rilhu
River Bbrkel District parking gaage projen