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4935 RESOLUTION NO. 4,935 A RESOLUTION AUTHORIZING AN AGREEMENT AMENDING VARIOUS LEASE AGREEMENTS BETWEEN THE CITY OF LITTLE ROCK, LITTLE ROCK MUNICIPAL PARKING AUTHORITY, CAMELOT INN- LITTLE ROCK, INC. AND THE ARKANSAS BAR FOUNDATION; AND FOR OTHER PURPOSES BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS . SECTION 1. The Mayor and City Clerk are hereby authorized to execute for and on behalf of the City of Little Rock an Agreement with the Little Rock Municipal Parking Authority, Camelot Inn-Little Rock, Inc. and the Arkansas Bar Foundation for the purpose of amending various agreements heretofore entered into between the parties so as to enable the Arkansas Bar Foundation to construct certain columns , footings , utility lines and other structural and mechanical appurtenances on land near the new Camelot Inn and to make available to the Arkansas Bar Foundation certain air space so the improvements planned by it may be made to abut the East wall of the Camelot Inn building between elevations 305 . 0 and 427 . 0 (MSL Datum) with the East Wall of the Camelot Inn Building forming the West wall of the Arkansas Bar Foundation building. Said Agreement is in form and substance as follows : AGREEMENT 1. This Agreement is made by and between the City of Little Rock, Arkansas (hereinafter "Little Rock") ; the Little Rock Municipal Parking Authority (hereinafter "Parking Authority") ; Camelot Inn- Little Rock, Inc. (hereinafter "Camelot") and the Arkansas Bar Foundation (hereinafter "Bar Foundation") for the purpose of amending various documents hereinafter referred to; to enable Bar Foundation to construct certain columns , footings , utility lines and other struc- tural and mechanical appurtenances on land near the new Camelot Inn; and to make available to Bar Foundation certain air space hereinafter described so its building may abut the east wall of the Camelot Inn building between elevations 305 .0 and 427.0 (MSL Datum) with the east wall of the Camelot Inn building forming the west wall of the Bar Foundation building. The space adjacent to said wall will contain the mechanical room and stair #3 of the Bar Foundation building. 2. The documents which are to be amended by this Agreement shall hereinafter be referred to by the document number designated and are as follows : (a) DOCUMENT ONE. Lease from Little Rock to Camelot dated February 17, 1971, for a term of fifty-two years commencing January 1, 1971, a Memorandum of said Lease being recorded in Pulaski Mortgage Book 1345 , Page 153. (b) DOCUMENT TWO. Ratification of Lease executed by Little Rock Municipal Parking Authority on May 10, 1971, a copy of which is recorded in Pulaski Mort- gage Book 1345 , Page 163. (c) DOCUMENT THREE. Amendment to Lease and Agreement executed by Little Rock, Parking Authority and Camelot on July 30, 1971, a copy of which is recorded in Pulaski Mortgage Book 1365, Page 415. AGREEMENT Page Two (d) DOCUMENT FOUR. Ninety-nine year Lease from Bar Foundation to Little Rock and Parking Authority dated March 15, 1971, a Memorandum of said Lease being recorded in Pulaski Mortgage Book 1345, Page 141. (e) DOCUMENT FIVE. Amendment to Lease by Bar Foundation, Little Rock and Parking Authority dated June 22, 1971, a copy of which is recorded in Pulaski Mortgage Book 1365, Page 411. (f) DOCUMENT SIX. Lease and Agreement from Little Rock to Bar Foundation dated May 10, 1971, a copy of which is recorded in Pulaski Mortgage Book 1345, Page 146. 3 . The air rights required for the construction of the Bar Foundation' s building are divided into two segments which are identified and described as follows : (a) TRACT A AIR RIGHTS : A tract of land lying entirely within the R.O.W. of Garland Street and immediately North of Lot 6, Block 99 , Original City of Little Rock, more particularly described as follows : Beginning at a point on the South R.O.W. of Garland Street which is 35 .0 feet East of the northwest corner of Lot 6 ; thence West along said R.O.W 10.42 feet; thence North 51.0 feet to a point on the South curb of State Hwy. #10 (La Harpe Blvd.) ; thence East 10.42 feet ; thence South 51.0 feet to the point of beginning and thereby enclosing by descrip- tion a tract of land containing 530.4 square feet (0.01213 acres) . This conveyance pertains to "Air Rights" above the elevation of 305.0 (MSL Datum) over the tract described and extending upwards to elevation 427 .0; AND AGREEMENT Page Three Beginning at a point 24.58 feet East of the northwest corner of Lot 6; thence West 0.33 feet; thence North 51.0 feet; thence East 0.33 feet; thence South 51.0 feet to the point of beginning and thereby enclosing by description a tract of land containing 16.83 square feet (0.00386 acres) . This conveyance pertains to "Air Rights" above the elevation of 346.10 over the tract described and extending upwards only to elevation 427 .0 and Air Rights extending below elevation 346.10 over a constantly aiminishing area until reaching a point of zero horizontal area at elevation 333 .22 along a line directly below and equal in length to the East line of the above described tract of land. (b) TRACT D AIR RIGHTS : A tract of land lying entirely within Lot 6, Block 99, of the Original City of Little Rock, more particularly described as follows : Beginning at a point 35 feet East of the Northwest corner of Lot 6, Block 99 , Original City of Little Rock, said point being at the intersection of the East R.O.W. of Spring Street and the South R.O.W. of Garland Street; thence South and parallel to the West line of Lot 6 21.0 feet to a point ; thence West and parallel to the North line of Lot 6, 10.42 feet; thence North 21.0 feet to a point on the North line o:E Lot 6; thence East 10.42 feet to the point of beginning and thereby enclosing by description a tract of Lan] con- taining 218.8 square Feet (0. 0502 acres) . This con- veyance pertains to "Air Rights" above the elevation of 305.0 (MSL Datum) over the tract described, and extending upwards only to elevation 427 .0; AND Beginning at a point 24.58 feet East of the Northwest corner of Lot 6, Block 99 , Original City of Little Rock; thence South and parallel to the West line of Lot 6 21.0 feet to a point ; thence West and parallel to the North line of Lot 6 0.33 feet ; thence North 21.0 :Feet to a point on the North line of Lot 6; thence East 0.33 feet to the point of beginning and thereby enclosing by description a tract of lane containing 6.93 square feet (0.00016 acres) . This conveyance pertains to "Air Rights" above the elevation of 346. 10 over the tract described and extending upwards only to elevation 427.0 and Air Rights extending below elevation 346.10 over a constantly diminishing area until reaching a point of zero horizontal area at elevation 333.22, along a line directly below and equal in length to the East line of the described tract of land. AGREEMENT Page Four 4. For a valuable consideration, and in order to permit the construction of the building and parking facilities complex, the undersigned agree as follows : (a) The TRACT A AIR RIGHTS described above are hereby deleted from the properties described or referred to in Document One, Document Two, and Document Three, and the said TRACT A AIR RIGHTS are hereby added to the leased premises described in Docu- ment Six; and the said documents are hereby amended to effect said changes . The effect of this transaction shall be to delete the TRACT A AIR RIGHTS from all leases from Little Rock and Park- ing Authority in which Camelot is the Lessee, and to lease said AIR RIGHTS to Bar Foundation for a period of ninety-nine years commencing May 10, 1971 subject to the other terms and conditions of Document Six. (b) The TRACT D AIR RIGHTS described above are hereby deleted from the premises leased by the Bar Foundation to Little Rock and the Parking Authority in Document Four and Document Six and are hereby added to the air rights reserved by the Bar Founda- tion to be used in the manner contemplated by Paragraph 6 of Docu- ment Four. Correspondingly, the TRACT D AIR RIGHTS are hereby de- leted from the property described or referred to in Document One, Document Two, and Document Three and the said Documents One, Two, Three, Four, and Six are hereby amended to effect said changes. By this transaction Little Rock, Parking Authority and Camelot grant , convey, sell and quitclaim to Bar Foundation and its suc- cessors in title all of their right , title, and interest in the TRACT D AIR RIGHTS described herein, except that said air rights shall be utilized in the manner agreed upon by the Bar Foundation in Document Four. AGREEMENT Page Five (c) Little Rock, Parking Authority, and Camelot grant and convey to the Bar Foundation the right to construct columns , footings , utility lines and other structural and mechanical ap- purtenances below elevation 305 (MSL Datum) as may be required to support and serve the TRACTS A and D AIR RIGHTS described herein. 5. Camelot hereby grants to the Bar Foundation, its suc- cessors and assigns , the right to use the east wall of Camelot Inn (hereinafter referred to as "the wall") as the west wall of the Bar Foundation building and the right to abut the Bar Foundation building to the wall, subject to the terms and condi- tions expressed herein: (a) The parties acknowledge and agree that the wall lies entirely on property leased to Camelot and that the rights of the Bar Foundation to the use of the wall are governed solely by the terms of this Agreement ; (b) Construction of the Bar Foundation building shall be performed strictly in accordance with the plans and specifi- cations prepared by Cromwell, Neyland, Truemper, Millett & Gatchell, architect-engineer, and construction of the Bar Foundation building and the Camelot Inn shall be coordinated so that both buildings will be completed without undue delay or inconvenience. (c) The Bar Foundation building, and particularly the portion abutting the wall, shall be constructed in a good and workmanlike manner in accordance with all applicable statutes and ordinances. The Bar Foundation will, at its sole expense, infill the existing framed openinffi in the wall between the AGREEMENT Page Six second and third floor of Camelot Inn with "4-hour" concrete blocks and will apply a painted stucco finish to the exterior exposed surface of that portion of the wall; (d) The Bar Foundation shall have the right to ex- tend its building abutting the wall vertically to elevation 427.0 feet (MSL Datum) upon giving Camelot written notice thirty (30) days in advance of any extension; any such ex- tensions shall be subject to the terms and conditions of this Agreement ; (e) Camelot shall not be responsible for any prepa- ration or modification of the wall to enable the Bar Founda- tion to construct its building; nor does Camelot warrant or represent that the wall is adequate for the purposes for which it is to be used by the Bar Foundation; (f) Neither Camelot nor the Bar Foundation shall have any right to create or maintain any openings through the wall without the express written consent of the other; (g) The Bar Foundation agrees to indemnify and hold Camelot harmless from any expense, claim, charge, or loss of any kind whatever, caused by the abutment of the Bar Foundation building to the wall, including, but not limited to, any loss or damage to third parties from the construction or use of the wall by the Bar Foundation; (h) In the event of substantial destruction of the wall by fire or other casualty, Camelot shall not be obligated to rebuild the wall and the rights and duties of the parties with respect to the wall shall terminate. However, if Camelot elects to replace the wall after substantial destruction, or, AGREEMENT Page Seven in the event repairs to the wall become necessary, the costs thereof shall be borne by Camelot and the Bar Foundation in the proportion in which the wall is used by them respectively; (i) It is understood by the parties that Camelot reserves the right to demolish and remove the wall after giv- ing notice in writing to all parties hereto thirty (30) days in advance of demolition; Camelot shall do as little damage as possible to the Bar Foundation building in the demolition and removal of the wall, but shall not be liable to the Bar Foundation for any damages essential to the completion of demo- lition. When demolition is complete, the rights and duties of the parties with respect to the wall, shall terminate ; (j) The covenants and agreements with respect to the wall shall run with the land and be binding on the parties, their successors and assigns , subject to the right of Camelot to demolish and remove the wall. This Agreement is being executed by Little Rock pursuant to authority of Resolution No. 4,935 of the Board of Directors of the City of Little Rock, dated February 6 , 1973. Worthen Bank & Trust Company, N.A. , and Commonwealth Federal Sav- ings & Loan Association join in the execution of this Agreement as mortgagees of the property described herein to signify their consent. Kin-Ark Corporation likewise joins in the execution of this Agreement to express its consent. AGREEMENT Page Eight IN WITNESS WHEREOF, the parties have executed this Agree- ment on the 20th day of February , 1973. CAMELOT INN-LITTLE ROCK, INC. �J ATTEST: By G !H. a4ua) 4,1447- A... 0 ,t,..- r .- 40 ARKANSAS BAR FOUNDATION ATTEST: By CITY OF LITTLE ROCK ATTES •• By ��//�, d. A,rttJ City Cl k LITTLE ROCK MUNICIPAL PARKING AUTHORITY ATTEST: By Chairman Secretary WORTHEN BANK & TRUST COMPANY, N.A. ATTEST: By COMMONWEALTH FEDERAL SAVINGS & LOAN ASSOCIATION • ATTEST: By KIN-ARK CORPORATION i ATTEST: By ; t-<<.2'i _.,/•��7 's/�'t�% �(...,.___ • AGREEMENT Page Nine STATE OF ARKANSAS ) ) ss. COUNTY OF PULASKI — ) ACKNOWLEDGMENT On this day of _ , 197 , before me, a Notary Public, duly commissioned, qualified and acting within and for the County and State aforesaid, appeared in person the within named JOHN R. BOGARDUS and G. DOUGLAS FOX President _ _ and Secretary , respectively, of CAMELOT INN - LITTLE ROCK, INC. , an Arkansas Corporation, to me personally well known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stateu and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 197 Notary Public My Commission Expires : STATE OF ARKANSAS ) )ss. COUNTY OF PULASKI ) ACKNOWLEDGMENT On this day of , 197 , before me, a Notary Public, uuly commissioned, qualified and acting, within anu for the County and State aforesaid, appeared in person the within named EDWARD LESTER and PHILIP S. ANDERSON, Chairman and Vice Chairman, respectively, of the ARKANSAS BAR FOUNDATION, a non-profit corporation, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name of the Arkansas Bar Foundation and further stated and acknowledged that they had signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of , 197 . Notary Public My Commission Expires : AGREEMENT Page Ten STATE OF ARKANSAS ) ) ss. COUNTY OF PULASKI ) ACKNOWLEDGMENT On this 20th day of February , 197 3 , before me, a Notary Public , duly commissioned, qualified and acting, within and for the County and State aforesaid, appeared in person the within named WILLIAM H. WALTERS and JANE CZECH, Mayor and City Clerk, respectively, of the City of Little Rock, Arkansas , a municipality of the State of Arkansas , to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name of the City and further stated and acknowledged that they had signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and offi- cial seal this 20th day of February , 1973 . Notary Pub c My Commission Expires : / - 76 STATE OF ARKANSAS ) ) ss . COUNTY OF PULASKI ) ACKNOWLEDGMENT On this day of , 197 , before me, a Notary Public , duly commissioned, qualified and acting, within and for the County and State aforesaid, appeared in person the within named WERNER KNOOP and ROBERT TAYLOR, Chairman and Secretary, re- spectively, of the Little Rock Municipal Parking Authority, an ad- ministrative agency of the City of Little Rock, Arkansas , to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name of the Little Rock Municipal Parking Authority and further stated and acknowledged that they had signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and offi- cial seal this day of , 197 . Notary Public My Commission Expires : AGREEMENT Page Eleven STATE OF ARKANSAS ) ss . COUNTY OF PULASKI ) ACKNOWLEDGMENT On this day of , 197 , before me, a Notary Public , duly commissioned, qualified and acting within and for the County and State aforesaid, appeared in person the within named and and , respectively, of WORTHEN BANK & TRUST COMPANY, N.A . , to me personally well known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of WORTHEN BANK & TRUST COMPANY, N.A . , and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and pur- poses therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and offi- cial seal this day of , 197 Notary Public My Commission Expires : STATE OF ARKANSAS ) ) ss. COUNTY OF PULASKI ) ACKNOWLEDGMENT On this day of , 197_, before me, a Notary Public , duly commissioned, qualified and acting within and for the County and State aforesaid, appeared in person the within named and and , respectively, of COMMONWEALTH FEDERAL SAVINGS & LOAN ASSOCIATION, to me personally well known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of COMMONWEALTH FEDERAL SAVINGS & LOAN ASSOCIA- TION, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and offi- cial seal this day of , 197 Notary Public My Commission Expires : AGREEMENT Page Twelve STATE OF ARKANSAS ) ) ss. COUNTY OF PULASKI ) ACKNOWLEDGMENT On this day of , 197 , be- fore me, a Notary Public , duly commissioned, qualified and acting within and for the County and State aforesaid, appeared in person the within named ROBERT G. WALKER and PAUL R. CHASTAIN , President and • Secretary , respectively, of KIN-ARK CORPORATION, an Arkansas corporation, to me personally well known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and be- half of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein men- tioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and offi- cial seal this day of , 197 Notary Public My Commission Expires : -14- SECTION 2 . This Resolution shall be in full force and effect from and after its adoption. ADOPTED: February 6, 1973 ATTEST : l APPROVED: L(/.�i�ee City Cer Mayor