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131181 RESOLUTION NO. 13,118 2 3 A RESOLUTION TO AMEND LITTLE ROCK, ARK., RESOLUTION 4 NO. 12,419 (JANUARY 16, 2007) TO MODIFY AND EXTEND THE 5 LEASE TERM BETWEEN THE CITY AND THE QUAPAW QUARTER 6 ASSOCIATION TO OPERATE CURRAN HALL AS A TOURIST IN- 7 FORMATION CENTER; AND FOR OTHER PURPOSES. 8 9 WHEREAS, the City of Little Rock, Arkansas ( "the City "), undertook the preservation of 10 historic Curran Hall, and after substantial work and agreements elected to operate it as a tourist 11 information center for the City; and, 12 WHEREAS, pursuant to Little Rock, Ark., Resolution No. 12,419 (January 16, 2007), the 13 City Board of Directors authorized an agreement between the City and the Quapaw Quarter As- 14 sociation for the operation of a tourist information center; and, 15 WHEREAS, the three (3) year term of that agreement has now expired, but with minor 16 changes the City wishes to enter into another agreement with the Quapaw Quarter Association 17 for operation of Curran Hall; 1s NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF 19 THE CITY OF LITTLE ROCK, ARKANSAS: 20 Section 1. Section 2(e) of Little Rock, Ark., Resolution No. 12,419 (January 16, 2007), is 21 hereby amended to read as follows: 22 (e) The term of this Agreement may be extended in one year increments, pro - 23 vided no extension will occur if any party provides forty five (45) days 24 written notice to the other parties that the agreement will terminate on De- 25 cember 31 of the current operating year. 26 Section 2. The initial term of this agreement shall be from March 17, 2010 to December 31, 27 2010. 28 Section 3. The Mayor, City Manager, and City Clerk, are authorized to take any steps neces- 29 sary to execute an agreement for the operation of Curran Hall as a tourist information center, 30 provided the form of such an agreement shall be approved by the City Attorney, and shall be in 31 substantially the same language as that attached as Exhibit A to this resolution. [PAGE 1 of 14] Resolution to amend LRR 12,419 (January 16, 2007) to continue agreement with QQA for Curran Hall I Section 4. Severability. In the event any title, section, paragraph, item, sentence, clause, phrase, or 2 word of this resolution is declared or adjudged to be invalid or unconstitutional, such declaration or adju- 3 dication shall not affect the remaining portions of the resolution which shall remain in full force and ef- 4 fect as if the portion so declared or adjudged invalid or unconstitutional was not originally a part of the 5 resolution. 6 Section 5. Repealer. All laws, ordinances, resolutions, or parts of the same that are inconsistent with 7 the provisions of this resolution are hereby repealed to the extent of such inconsistency. 8 ADOPTED: APRIL 20, 2010 9 A EST: APPROVE : 10 r'( � 11 12 Susan L n le )City City Clerk Mark Stodola, Mayor 13 APPRO D AS TO LEGAL FORM: 14 15 16 Thomas M. Carpenter, City Atto ey 17 18 // 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 [PAGE 2 OF 14] Resolution to amend LRR 12,419 (January 16, 2007) to continue agreement with QQA for Curran Hall I Pj 3 EXHIBIT A MANAGEMENT AGREEMENT 4 This management agreement ( "Agreement ") is entered into this 17th day of March, 2010, by s and between the City of Little Rock, Arkansas, ( "City "), a municipal corporation of the first class 6 duly organized in accordance with state law, the Advertising and Promotion Commission of the 7 City ( "Commission ") and the Quapaw Quarter Association ( "QQA "), a non - profit corporation s duly organized pursuant to state law and registered with the Office of Secretary of State. 9 WITNESSETH 10 WHEREAS, the City is the owner of certain real property and buildings located at 615 East 11 Capitol Avenue, and at Sixth & Ferry streets, hereinafter referred to as "the Premises ", but com- 12 monly known as "Curran Hall" or the "Tate House, "; and 13 WHEREAS, the Commission has operated a visitors information center on the Premises, 14 and the Premises were restored through the cooperative efforts of the City, the Commission, and 15 the Little Rock Visitor Foundation ( "the Foundation "); and 16 WHEREAS, QQA desires to manage the Premises and to operate them as a Tourist Infor- 17 mation Center, a Mayor's Reception Hall for the City, and a Cultural Heritage Tourism Center 1s (collectively "TIC "); 19 NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, REP - 2o RESENTATIONS, PROVISIONS AND COVENANTS HEREIN, AND INTENDING TO 21 BE LEGALLY BOUND, THE PARTIES AGREE AS FOLLOWS: 22 I. PREMISES 23 Section 1.01. Premises. In consideration of the mutual promises, term, provisions and cove - 24 nants of this Agreement, the City and Commission hereby agree that for the term set hereinbelow 25 QQA agrees to manage the following described premises: Curran Hall, and the buildings, 26 grounds, and parking facilities, located at 615 East Capitol Avenue, and Sixth & Ferry Streets, 27 Little Rock, Arkansas. 28 II. TERM OF AGREEMENT 29 Section 2.01. Term The term of this Agreement shall commence on March 17, 2010, and 30 shall terminate at midnight on December 31, 2010. [PAGE 3 OF 14] Resolution to amend LRR 12,419 (January 16, 2007) to continue agreement with QQA for Curran Hall I Section 2.02 Additional Terms Notwithstanding the provisions of Section 2.01 of this 2 Agreement, so long as QQA is not in default, the term of this Agreement may be extended in one 3 year increments, provided no extension will occur if any party provides forty -five (45) days writ - 4 ten notice to the other parties that the agreement will terminate on December 31 of the current s operating year. 6 III. RENT, MANAGEMENT FEES, AND EXPENSES 7 Section 3.01 Management Fee. The City and the Commission shall pay fees to QQA solely s and exclusively for the operation of the Premises -- to be reviewed annually -- as follows: 9 (a) The Management Fee of $35,000 per year paid by the City shall be paid in equal 10 monthly installments with the first payment due on the execution of this Agreement, 11 and with the remaining payments due by the 10th day of each month thereafter during 12 the term of this Agreement; 13 (b) The Commission shall pay an annual amount of $50,000 per year in support of the 14 QQA's operation of the TIC which shall be paid in equal monthly installments with 15 the first payment due on the execution of this Agreement, and with the remaining 16 payments due by the 10th day of each month thereafter during the term of this Agree - 17 ment; 1s (c) These payments by the City and the Commission shall be used solely for direct ex- 19 penses and operation of the TIC and not for QQA's general corporate purposes. 20 Section 3.01 Rent. QQA shall pay the City as rental for the Premises as follows: 21 (a) Base Rent. Base Rent shall be $1.00 per year; 22 (b) Additional Rent. 23 (1) After QQA has collected $35,000 in rentals during any year of this Agreement, 24 QQA shall pay the City as Additional Rent ten percent (10 %) of the amount 25 QQA, or any entity acting in conjunction with QQA, is able to collect for the 26 rental of all or part of the Premises for use by any entity during the course of such 27 year; 28 (2) Neither the City, nor any board, commission, authority, or entity associated with 29 the City, or sponsoring an event in cooperation with the City, nor the Commis- 30 sion, nor the Foundation, shall be charged or assessed any rental for the use of the 31 Premises. [PAGE 4 OF 14] Resolution to amend LRR 12,419 (January 16, 2007) to continue agreement with QQA for Curran Hall 1 (3) Any Additional Rent paid to the City shall be maintained in a separate account 2 and used for the care and maintenance of the Premises. 3 IV. USAGE OF THE PREMISES 4 Section 4.01 Use as a Tourist Information Center. QQA will consider the primary use of 5 the Premises as a TIC for the City. Except for adjustments by QQA in the hours of operation and 6 closure necessitated by inclement weather, any change in the hours set forth in this section shall 7 be determined by the City after a written request from QQA: s (a) From 9:00 a.m. to 5:00 p.m., Monday through Saturday; and 9 (b) From 1:00 p.m. to 5:00 p.m. on Sunday; and 10 (c) Thanksgiving Day, Christmas Day, and New Year's Day. 11 Section 4.02 Maintenance of a visitor information desk. 12 (a) QQA understands, and accepts, that the City believes it is a vital part of this Agree- 13 ment that a staffed visitor information desk shall be provided by QQA at any time the 14 Premises are open to the public. QQA is permitted to use volunteers or paid employ- 15 ees to staff the visitor information desk as it deems necessary and appropriate. 16 (b) QQA shall train its volunteers and paid employees on information of events, places of 17 interest, directions to such places, costs, and other matters of interest to visitors to the is City in order to fulfill the requirements of this Section; further, to the extent reasona- 19 bly possible, QQA will train its volunteers and paid employees on the historical 20 background of sites within the City so that such information can be shared with visi- 21 tors to Curran Hall. 22 Section 4.03 Public restroom facilities. During the hours the Premises are open to the pub - 23 lic, rest room facilities shall be available for use by TIC patrons during the hours of its operation, 24 and shall be available at all times for persons who attend events held on the Premises. 25 Section 4.04 Public Events. 26 (a) In addition to maintenance of the Premises as a TIC, the City, the Commission, and 27 the Foundation, shall have the right to schedule events, meetings, or to have other 28 uses on the Premises at no additional charge, provided, that each coordinates with 29 QQA to select a time where such an event does not unreasonably conflict with any 30 other event, public or private, already scheduled for the Premises; [PAGE 5 OF 14] Resolution to amend LRR 12,419 (January 16, 2007) to continue agreement with QQA for Curran Hall 1 (b) The City and QQA specifically agree that if a City event on the Premises is requested 2 on behalf of the Mayor, or the Mayor and Members of the Board of Directors, all rea- 3 sonable efforts shall be taken to make the Premises available to the City. 4 Section 4.05 Private Events. QQA shall have the exclusive right, subject to the provisions of 5 Section 4.04 of this Agreement, to schedule private events on the Premises, for rental or other - 6 wise, so long as such private events do not defeat or diminish the availability of the Premises as a 7 TIC. Any rental collected for such private events shall be subject to the provisions of Section 8 3.02(b) of this Agreement. 9 Section 4.06 Cooperation with Living Museum Events. If the City requests, or if QQA de- co sires, that the Premises be made available for living museum events, including but not limited to 11 events where volunteers or paid employees dress in period costumes and provide information 12 about the historical background of persons or places within the City, QQA shall make the Prem- 13 ises available for such events. 14 Section 4.07 Unlawful Occupation. QQA understands that the Premises may be used for the 15 purposes set forth in this Agreement, provided that if the event of any rule, ordinance, regulation, 16 covenant, or restriction, prohibiting all such uses then this Agreement shall terminate and all li- 17 ability of QQA under this Agreement shall cease after the date such prohibition becomes effec- 18 tive. In the event any rule, ordinance, regulation, covenant or restriction prohibits a particular use 19 authorized by this Agreement, QQA shall continue to operate pursuant to this Agreement unless 20 the City and QQA mutually agree, in writing, to terminate this Agreement. 21 Section 4.08 Visitor Services. 22 (a) Physical Upgrades and Amenities QQA will maintain. 23 (1) Free wireless internet access to all visitors: One hardwired computer terminal will 24 also be available for internet use by visitors. 25 (2) A TV monitor, airing The Weather Channel, CNN, and promotional Little Rock 26 tourist videos provided by the Commission, the State, and others. 27 (b) Visitor Services provided by QQA. 28 (1) Special assistance to visitors, including concierge services such as assistance with 29 hotel and restaurant reservations, as well as information and assistance with spe- 30 cial events or performances in the area; [PAGE 6 OF 14] Resolution to amend LRR 12,419 (January 16, 2007) to continue agreement with QQA for Curran Hall 1 (2) Work with local museums to re- institute rotating exhibits for the Tourist Informa- 2 tion Center and will design photo exhibits on Little Rock history. 3 (3) "Passport" tickets for discounted entrance to attractions including, but not limited 4 to, the Museum of Discovery, the Zoo, and the Aerospace Education Center. The s "passport" may also include venues that have no charge, such as the Arkansas Arts 6 Center, MacArthur Museum of Arkansas Military History, the Old State House, 7 the Arkansas Capitol, and Central High School National Historic Site Visitor Cen- 8 ter. 9 (c) Development of Future Gift Shop 10 QQA is authorized to establish a gift shop on the Premises. 11 (d) Special Events 12 (1) QQA will work to develop special events as a method to increase visitation to the 13 Premises with events such as a holiday open house, special walking tours, arts 14 and crafts programs, preservation -based workshops, and historic garden lectures; 15 (2) Participation in current programs, such as participation in the annual Halloween 16 Booseum Bash, will continue as long as it is feasible for QQA to do so. 17 (3) QQA will promote rental of the facility for small weddings, receptions, meetings, is seminars, and other private functions; in doing so, visitor operations will be 19 structured to allow private use during regular operating hours, provided, however 20 that no event shall unreasonably interfere with the primary purpose of Curran 21 Hall as a Tourist Information Center. 22 (e) Mayor's Reception Hall 23 (1) The Premises shall continue to function as the Mayor's Reception Hall; and 24 (2) QQA will accommodate such use. 25 (f) Promotional Activities & Signage 26 (1) QQA and the Commission shall create a virtual tour of the Premises as an impor- 27 tant component of the Commission's current website; 28 (2) QQA and the City shall feature the Premises as an important component of the 29 City's website; 30 (3) Curran Hall shall be promoted by QQA on its website, www.quapaw.com, and 31 through its organizational communications and activities; [PAGE 7 OF 14] Resolution to amend LRR 12,419 (January 16, 2007) to continue agreement with QQA for Curran Hall 1 (4) All websites referred to in this subsection shall maintain a photograph of Curran 2 Hall and a map showing its location and Interstate 30 exit; 3 (g) Tourist Information Center 4 (1) The Commission will promote the Premises as a Tourist Information Center in its s advertising which should: 6 (a) Be included in visitor and trade publications; 7 (b) Note the close proximity (within 2 blocks) of the Premises to the trolley route, 8 the River Market, the William Jefferson Clinton Presidential Center, and the 9 MacArthur Park Military History Museum; and 10 (c) Indicate that free parking is available at the Tourist Information Center. 11 (h) Development of Cultural Heritage Tourism 12 The QQA will work in cooperation with the Mayor's Tourism Committee and with 13 the A &P Commission to promote cultural heritage tourism in Little Rock. 14 (i) Use of Second Floor Office Space. 15 (1) QQA shall be authorized to use, or to lease, office space on the second floor of 16 the Curran Hall complex on the Premises subject to the provisions of Section 17 3.01(b) of this Agreement; 18 (2) Any such agreement shall be subject to the provisions of this Agreement, includ- 19 ing signage, and shall not adversely impact the major purpose of this Agreement. 20 Section 4.09 In Kind Support by the Commission. 21 (a) The Commission agrees that it will provide QQA with general and technical advice 22 on an as needed basis; 23 (b) The Commission shall continue to provide brochures and promote the TIC through its 24 website and the publications in which the Commission promotes the City; any ques- ts tions raised by the City, the Commission, the QQA, or the Foundation, as to whether 26 this provision of this subsection has been met shall be resolved by the city manager; 27 (c) The Commission shall continue to provide to the Premises replacement and replen- 28 ishment collateral promotional pieces understanding that the number of these pieces 29 varies from time to time and are available only to the extent they are received by the 30 Commission. [PAGE 8 OF 141 Resolution to amend LRR 12,419 (January 16, 2007) to continue agreement with QQA for Curran Hall I Section 4.10. Relationship with Pulaski County Master Gardeners. The Historic Arkansas 2 Gardens at Curran Hall is a major contributing factor to the uniqueness of Little Rock, as well as 3 to the authenticity and popularity of the Tourist Information Center, and will remain a publicly 4 owned facility. The public shall have free access to the gardens during normal operating hours. 5 The QQA will cooperate fully with the Pulaski County Master Gardeners to ensure the Historic 6 Arkansas Gardens' continuing success. 7 V. UTILITIES AND MAINTENANCE s Section 5.01 City Responsibility for Maintenance. The City shall be responsible for mainte- 9 nance of Curran Hall specifically, and the Premises generally, during the term of this Agreement. 10 This responsibility, however, does not relief QQA of a duty to make minor repairs, or to assure 11 that the facilities are maintained in a clean and safe manner. 12 Section 5.02 QQA Notice to City of Need for Maintenance. 13 (a) As soon as reasonably practical, QQA shall notice the City of any need for repair or 14 maintenance work to, or on, the Premises, and City shall Promptly Respond to such 15 request. 16 (b) "Promptly Respond" as used in this Article shall mean the City has up to forty -eight 17 (48) hours, during normal business hours after notice to review the situation, and 18 (1) Commence the maintenance work required; or 19 (2) Notify QQA of an estimate of the time it will take to make the repair or mainte- 20 nance, and to undertake steps to start such repair or maintenance. 21 (c) If City fails to Promptly Respond to a request by QQA for repair or maintenance, 22 QQA is permitted to undertake the repair and maintenance at its own expense, and 23 upon completion to bill the City for the cost of such repair or maintenance. 24 (d) THE FAILURE OF QQA TO PROVIDE NOTICE TO THE CITY OF THE 25 NEED FOR REPAIR OR MAINTENANCE WORK IN ACCORDNANCE 26 WITH THIS SECTION SHALL FORFEIT ANY RIGHT OF QQA TO SEEK 27 REIMBURSEMENT FOR ANY WORK DONE TO REPAIR OR MAINTAIN 28 THE PREMISES. 29 Section 5.03 No Mechanic's or Materialman's Liens Permitted. QQA understands that 30 the Premises are municipal property and pursuant to state law are not subject to mechanic's or 31 materialman's liens. Therefore, QQA shall not take any action that would otherwise subject the [PAGE 9 OF 141 Resolution to amend LRR 12,419 (January 16, 2007) to continue agreement with QQA for Curran Hall I Premises to mechanic's or materialmen's liens. FURTHER, should QQA undertake to repair or 2 maintain the Premises in accordance with this Article, it shall obtain a waiver of lien from all 3 persons providing labor, materials or services necessary to complete the repair or maintenance on 4 the Premises. 5 Section 5.04 QQA Responsibility for Utilities. 6 (a) The City shall be responsible to set up water, gas, sewer, electric, telephone, internet, 7 and other utility connections to Premises. The telephone connection shall be one re- 8 quested by QQA. 9 (b) While this Agreement is in force, QQA shall be responsible for the payment of all 10 utility charges and expenses after the initial connections are made. 11 VI. AGREEMENT NOT ASSIGNABLE 12 Section 6.01 Agreement Not Assignable. This Agreement was entered into between the 13 City and QQA as a result of a formal competitive selection process through which QQA was 14 deemed the most qualified entity to manage the Premises. QQA shall not, during the Term of this 15 Agreement, or any subsequent Term, assign its right or interest in this Agreement. 16 VII. INSURANCE 17 Section 7.01 City Insurance. 1s (a) Because the City is an entity entitled to governmental immunity from tort, it shall rely 19 upon such immunity and shall not maintain any general liability insurance for the 20 Premises during the Term of this Agreement; 21 (b) The City shall maintain fire and casualty insurance on the Premises and its contents as 22 a listed property under the City's fire and casualty insurance policies. 23 Section 7.02 QQA Insurance. 24 (a) QQA shall maintain such general liability, accidental death and injury, and such other 25 insurance, except fire and casualty insurance, on the Premises as it sees fit, provided 26 that the City shall in no way be expected to reimburse QQA for any premiums for 27 such insurance; 28 (b) QQA shall provide, and maintain in full force and effect, workers' compensation in- 29 surance for its employees and, upon obtaining such insurance, shall provide the City 30 with copies of certificates to prove that such insurance is in full force and effect. [PAGE 10 OF 14] Resolution to amend LRR 12,419 (January 16, 2007) to continue agreement with QQA for Curran Hall 1 Section 7.03 Use of Insurance Proceeds. If the Premises shall be damaged, or destroyed, in 2 a manner that provides the payment of benefits or proceeds by virtue of the City's fire insurance 3 policy, the proceeds of such insurance shall be used in the sole discretion of the City. 4 VIII. DEFAULT s Section 8.01 Rights Upon Default 6 (a) (1) If QQA shall neglect of fail to perform any of the covenants within this 7 Agreement, and such failure shall continue for a period of ten (10) business s days after notice from the City, or the Commission, of such failure; or, 9 (2) If QQA should declare or be adjudicated bankrupt or insolvent Then the City 10 shall have the right to reenter the Premises, to eject QQA, and to terminate 11 this Agreement. 12 (b) Except for provisions of this Agreement which otherwise provide a method for 13 cure, If the City or the Commission neglect or fail to perform any of the covenants 14 within this Agreement, and such failure shall continue for a period of ten (10) 15 business days after notice from QQA, then QQA shall have the right to terminate 16 this Agreement and move from the Premises immediately without any recourse 17 from the City or the Commission. 18 Section 8.02 Violations of Law as Grounds for Termination. Notwithstanding any other 19 provision of this Agreement, QQA shall at all times comply with any and all federal, state and 20 local laws which prohibit discrimination against one or more persons because of race, creed, na- 21 tional origin, gender, or disability, and so also comply with all other criminal and civil laws of 22 the federal, state or local government which reasonably pertain to the operation of the Premises 23 pursuant to this Agreement. The failure to follow this provision may, in the sole discretion of the 24 Board of Directors of the City, lead to immediate termination of this Agreement upon an admis- 2s sion by QQA of such discrimination, or by a finding of a court or agency of competent jurisdic- 26 tion that such discrimination occurred. Further, if a complaint is made against QQA of discrimi- 27 nation that would violate this provision, the Board of Directors of the City, upon ten (10) days 28 notice to QQA, may consider whether it would be in the best interests of the City to terminate 29 this Agreement. No such decision to terminate shall be made unless QQA has been offered the 30 opportunity for a public hearing at a regular or special meeting of the Board of Directors of the 31 City, and has either exercised such option and been heard, or has refused such option. In any [PAGE 11 OF 141 Resolution to amend LRR 12,419 (January 16, 2007) to continue agreement with QQA for Curran Hall 1 event, such hearing shall occur at the pleasure of the Board of Directors, but no less than ten (10) 2 days after notice to QQA that such a hearing shall occur. 3 IX. MISCELLANEOUS 4 Section 9.01 Termination of Agreement because of Casualty. If the Premises are damaged s or destroyed as the result of fire, the elements, insurrection, or any other happening of any nature 6 whatsoever, so as to be substantially destroyed, then this Agreement shall cease and come to an 7 end, and: s (a) Any unearned rent paid by QQA to the City shall be refunded to QQA; 9 (b) The proportional amount of any payment to QQA by the City or the Commission 10 shall be repaid to the City or the Commission, respectively. 11 Section 9.02 Notice. Any notice that is required to be given pursuant to this Agreement 12 shall be made as follows: 13 (a) To QQA: 14 Quapaw Quarter Association 15 P.O. Box 165023 16 Little Rock, AR 72216 17 (b) To the City: 18 The Current City Manager 19 Office of the City Manager 20 500 West Markham, 2nd Floor 21 Little Rock, Arkansas 72201 22 (c) To the Commission: 23 The Current Chief Executive Office 24 Little Rock Convention & Visitors Bureau 25 426 West Markham Street 26 P.O. Box 3232 27 Little Rock, Arkansas 72203 28 Section 9.03 Signage. The premises shall at all times have signage, approved by the City, 29 which notes that it belongs to the City and, that there is a Visitor Information Center on the 30 Premises. Any signage desired by QQA shall not be erected unless approval in writing has been 31 granted by the City. [PAGE 12 OF 141 Resolution to amend LRR 12,419 (January 16, 2007) to continue agreement with QQA for Curran Hall 1 Section 9.04 Condemnation. In the event the Premises, or any part of the Premises, are 2 taken or condemned for a temporary or permanent condemnation in accordance with federal, 3 state, or local law, this Agreement shall cease and come to an end, and any unearned rent paid by 4 QQA to the City shall be refunded to QQA. 5 Section 9.05 Titles. Titles or sections or articles in this Agreement are provided solely for the 6 purpose of convenience and shall not be used in any way as a means of interpretation. 7 Section 9.06 Multiple Copies. Multiple copies of this Agreement may be executed and any 8 executed copy, or accurate photocopy of an executed copy, shall be considered as authenticate 9 for any purpose whatsoever. 10 Section 9.07 Venue & Jurisdiction. If any dispute arises between any of the parties to this 11 Agreement which cannot be amicably settled, then for purposes of litigation or alternative dis- 12 pute resolution, jurisdiction, venue, or the site of any dispute resolution discussions shall be, or 13 occur in, Little Rock, Pulaski County, Arkansas. 14 Section 9.08 No Use of this Agreement as Collateral. QQA shall not use this Management 15 Agreement as collateral for any loan, or for any purpose whatsoever, and neither the City nor the 16 Commission shall not approve any estoppel agreement, or other document, required for QQA to 17 obtain such loan. i8 Section 9.09 Access to Counsel. QQA, the City, and the Commission certify that each has 19 had the opportunity to have this agreement reviewed by respective counsel for their choice prior 20 to execution, and that no term or provision of this Agreement shall be interpreted against any 21 party based upon how the Agreement was drafted, or by whom it was drafted. 22 Section 9.10 Binding Agreement. The covenants and agreements contained in this Agree - 23 ment are binding upon the parties to this Agreement and shall be interpreted in accordance with 24 Arkansas law. 25 IN WITNESS WHEREOF, the City, the Commission, and QQA, have signed and sealed 26 this Agreement this _ day of , 2010. 27 28 29 30 31 32 33 CITY OF LITTLE ROCK, ARKANSAS C Bruce T. Moore City Manager [PAGE 13 OF 141 Resolution to amend LRR 12,419 (January 16, 2007) to continue agreement with QQA for Curran Hall 1 2 3 4 5 6 7 8 9 to 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 LITTLE ROCK ADVERTISING & PROMOTION COMMISSION C QUAPAW QUARTER ASSOCIATION By: President By: Executive Director ATTEST: I, Susan Langley, City Clerk for the City of Little Rock, Arkansas, do hereby certify that the aforementioned persons executed this document in my presence, and in do- ing so affirmed that they had the authority to execute this document, on this _ day of Susan Langley City Clerk EXECUTION The parties have provided a copy of this Agreement to the Foundation for its review and comment prior. Chairman // // // // Resolution to amend LRR 12,419 (January 16, 2007) to continue agreement with QQA for Curran Hall [PAGE 14 of 14]