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HomeMy WebLinkAbout121671 RESOLUTION NO. 12,167 2 A RESOLUTION TO AUTHORIZE THE CITY MANAGER TO EXECUTE THE 3 COOPERATIVE AGREEMENT WITH HOSTELING ARKANSAS, INC., TO OPERATE 4 THE FIREHOUSE HOSTEL IN MacARTHUR PARK; AND FOR OTHER PURPOSES. 5 6 WHEREAS, the City Department of Parks & Recreation, through the Little Rock Parks & 7 Recreation Master Plan, articulated in Little Rock, Ark., Ordinance No. 18,528 (July 17, 2001), 8 seeks creative and different uses of City parks, and 9 WHEREAS, a hostel to be used by persons traveling or hiking across the State, or across the 10 country, and a museum to honor firefighters, is the type of programming of park facilities that 11 is innovating and fulfills the spirit of the Little Rock Parks & Recreation Master Plan, and 12 WHEREAS, the City has an excellent facility at the old fire station in MacArthur Park to 13 accomplish these types of purposes, but had concerns about the ongoing operation of such 14 uses, but was able to cooperate with Hosteling Arkansas, Inc., to articulate the responsibilities 15 necessary to operate the facilities and maintain the properties, 16 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE 17 ROCK, ARKANSAS: 18 Section 1. The City Manager is authorized to execute a cooperative agreement, in 19 substantially the form approved by the City Attorney and attached as Exhibit A to this 20 resolution, with Hosteling Arkansas, Inc., for the City's development, operation and 21 maintenance of a hostel, and eventually a museum, in MacArthur Park. 22 Section 2. The City Manager is further authorized to accept any future amendment to this 23 agreement that: 24 (a) Is in a form approved by the City Attorney; 25 (b) Is found to be consistent with the programming of parks as stated in the Little Rock 26 Parks & Recreation Master Plan as articulated in Little Rock, Ark., Ordinance No. 27 18,528 (July 17, 2001); and [PAGE 1 OF 101 Resolution To Authorize Execution of Cooperative Agreement with Hosteling, Arkansas, Inc. for Firehouse Hostel 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 (c) Does not extend the scope of this agreement, in terms of land in the park, by more than two (2) acres from the footprint set forth in this agreement. Section 3. Severabiiity. In the event any title, section, paragraph, item, sentence, clause, phrase, or word of this resolution is declared or adjudged to be invalid or unconstitutional, such declaration or adjudication shall not affect the remaining portions of the resolution which shall remain in full force and effect as if the portion so declared or adjudged invalid or unconstitutional was not originally a part of the resolution. Section 4. Repealer. All laws and parts of laws inconsistent with the provisions of this resolution are hereby repealed to the extent of such inconsistency. PASSED: December 13, 2005 ATTEST: APPROVED: Nancy ood, City/Clerk APPROVED AS TO LEGAL FORM: Thomas M. Carpenter, ity Attorney Resolution To Authorize Execution of Cooperative Agreement with Hosteling, Arkansas, Inc, for Firehouse Hostel [PAGE 2 OF 101 JiWDailey, Mayor 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 December 14, 2005 Linda Fordyce, President Hostelling Arkansas, Inc. 1201 Commerce Street Little Rock, Arkansas 72202 Re: Letter Agreement between Hostelling Arkansas, Inc., an Arkansas nonprofit corporation ( "HAI "), and the City of Little Rock (the "City "), regarding a hostel and firehouse museum to be located in Little Rock's MacArthur Park (the "Agreement ") As part of its master parks plan, the City is interested in entering into cooperative efforts to enhance the overall quality and programming of its parks. As part of this goal, the City would like to use the historic fire station located at 1201 Commerce Street in Little Rock's MacArthur Park to (1) develop a museum that recognizes the contributions that members of the Little Rock Fire Department have made to the City, and educates the public about those and other contributions, and (2) develop a hostel to serve visitors to the City (the "Firehouse Hostel and Museum "). The City will provide land, programming, and services to develop the Firehouse Hostel and Museum, and hereby engages the services of HAI to undertake the ongoing operation and management of the Firehouse Hostel and Museum. For the remainder of this letter, the City and HAI may be referred to singularly as a "party ", or collectively as the "Parties ". The Parties agree as follows: Definitions. As used in this letter, the following terms shall have the following definitions: (a) "Cause" means a material breach of any of the terms of this Agreement. (b) "Common Areas" means those areas and facilities which may be furnished by the City in, on, or near the Premises for the non - exclusive general common use of HAI and its officers, agents, employees, customers, or invitees, including (without limitation) all parking areas, access roads, employee parking areas, truckways, driveways, loading docks and areas, delivery passages, package pick -up stations, sidewalks, malls, roofs, skylights, sprinklers, courts, ramps, landscaped and planted areas, retaining walls, stairways, escalators, elevators, bus stops, first -aid stations, sewage treatment facilities, if any, lighting facilities, comfort stations or rest rooms, civic center, meeting rooms, and other similar areas, facilities or improvements, as may exist from time to time. (c) "Cooperative Period" means the period of time extending fifty (50) years from and after the Effective Date. [Exhibit A to Resolution: Page 1 of 8] Resolution To Authorize Execution of Cooperative Agreement with Hosteling, Arkansas, Inc. for Firehouse Hostel [PAGE 3 OF 101 1 (d) "Cooperative Use" means operating a hostel, museum, and educational facility, and 2 conducting any operational, fundraising (in HAI's or the City's name), corporate, nonprofit, or 3 other activities in connection therewith. 4 5 (e) "Effective Date" means the date of this letter. 6 7 (f) "Premises" means, collectively, the Subject Building(s) and the Subject Property. 8 9 (g) "Subject Building(s)" means the building located at 1201 Commerce Street, Little 10 Rock, Arkansas 72202, as shown on EXHIBIT A, attached hereto and incorporated herein by this 11 reference, and any other structures located on the Premises from time to time. 12 13 (h) "Subject Property" means the real property described on EXHIBIT B, attached hereto 14 and incorporated herein by this reference. 15 16 Cooperative Period. This Agreement is effective as of Effective Date, and shall continue 17 for the Cooperative Period, unless sooner terminated as explained below. HAI shall have the 18 option of terminating this Agreement, without penalty, twenty -five (25) years from the Effective 19 Date, upon written notice given to the City ninety (90) days prior to the conclusion of said 20 twenty -five (25) year period. The City shall have the option of terminating this Agreement, 21 without penalty, twenty -five (25) years from the Effective Date, upon written notice given to HAI 22 fourteen (14) months prior to the conclusion of said twenty -five (25) year period. If, at the 23 conclusion of the Cooperative Period, HAI is still using the Premises for the Cooperative Use, it 24 may continue to do so under the terms of this Agreement until it receives sixty (60) days notice 25 from the City that it must cease the Cooperative Use on the Premises. 26 27 Cooperative Use. The City agrees that HAI may begin carrying out the Cooperative Use 28 upon the Premises and Common Areas upon the Effective Date. As long as HAI is using the 29 Premises for this purpose, the City shall not operate a hostel or museum on the Premises. In 30 connection with the hostel component of the Cooperative Use, HAI shall, to the extent 31 reasonably possible, comply with the rules and regulations provided on EXHIBIT C, attached 32 hereto and incorporated herein by this reference; with the understanding that HAI may modify 33 and amend the rules and regulations from time to time. 34 35 Records. HAI agrees that it shall comply with the record - keeping standards accepted in 36 the industry among other nonprofit 501(c)(3) entities. HAI shall annually provide to the City its 37 annual financial statements, completed by a certified public accountant. HAI shall also provide 38 to the City any information and documents necessary for the City to complete its own yearly 39 audit. The City and HAI agree that any proceeds generated from the Firehouse Hostel and 40 Museum through room rental, ticket prices, fundraising, or otherwise, shall be used only for 41 [Exhibit A to Resolution: Page 2 of 8] [PAGE 4 OF 101 Resolution To Authorize Execution of Cooperative Agreement with Hosteling, Arkansas, Inc. for Firehouse Hostel I nonprofit purposes including but not limited to the maintenance, development, and 2 improvement of the Firehouse Hostel and Museum, and the continuation of the Cooperative 3 Use. 4 5 Taxes. The City agrees that the Premises are currently exempt from taxation. HAI 6 agrees to maintain its nonprofit status, and to use the Premises for activities that do not 7 jeopardize said status. If the Premises should ever be found taxable, the Parties shall oppose 8 such taxation to the extent legally permissible. If HAI's activities directly cause the Premises to 9 become taxable, then HAI shall be responsible for the payment of those taxes. 10 11 Maintenance. With regard to the Premises, HAI shall: (a) keep the inside and outside of 12 all glass in the doors and windows of the Premises clean; (b) keep all exterior surfaces of the 13 Premises clean; (c) contact the City to replace any cracked or broken glass of the Premises; (d) 14 keep the Premises in a clean, orderly and sanitary condition and free of insects, rodents, vermin 15 and other pests; (e) keep any garbage, trash, rubbish or other refuse in rat -proof containers 16 within the interior of the Premises until removed; (f) comply with all laws, ordinances, rules and 17 regulations of governmental authorities and all recommendations of the City's fire insurance 18 rating organization now or hereafter in effect; (g) conduct its business in all respects in a 19 dignified manner; and (h) comply with all Federal, State, and local laws regarding Hazardous 20 Wastes. The City, at its expense, shall repair and maintain in good condition, all of the 21 Premises, including but not limited to the Subject Building(s) and any fixtures thereto. The City 22 shall also maintain the lawn and any landscaping that exists, or may exist, on the Premises, 23 with the understanding that any special gardens or planting areas HAI installs on its own shall 24 be its own responsibility. The City will operate and maintain the Common Areas, or will cause 25 to be operated and maintained the Common Areas, in good condition and in a reasonable 26 manner. HAI understands that the City does not provide routine repair and maintenance to the 27 Premises and Common Areas, and shall notify the City when repair and maintenance are 28 needed. 29 30 Utilities. The City will provide Premises with water, gas, telecommunications, electricity, 31 and sanitary sewer services. If HAI desires to install any equipment which shall require 32 additional utility facilities or utility facilities of a greater capacity than the facilities provided by 33 City, such installation shall be subject to City's ability to pay for such extension and prior, 34 written approval. City shall also be responsible for providing any meters or other devices for 35 the measurement of utilities supplied to the Premises. Except as set forth below, the City shall 36 be solely responsible for promptly paying, as and when the same become due and payable, all 37 charges for water, gas, electricity, and sanitary sewer services, and any other utility used or 38 consumed on or in the Premises. The City shall pay HAI's telecommunications services up to a 39 maximum of $2,000 per year. 40 [Exhibit A to Resolution: Page 3 of 8] [PAGE 5 OF 101 Resolution To Authorize Execution of Cooperative Agreement with Hosteling, Arkansas, Inc. for Firehouse Hostel I Alterations. Renovations and Improvements. HAI shall prepare a master plan for City's 2 approval that anticipates alterations, renovations, and improvements, and HAI shall keep this 3 master plan on file for periodic reviews and updates. HAI will not make any major alterations, 4 renovations, improvements or other installations in, on or to the Premises or any part thereof 5 unless and until HAI shall have caused plans and specifications for said major alterations, 6 renovations, improvements or other installations to have been prepared by an architect or other 7 duly qualified person, and shall have obtained the City's prior, written approval thereof. If such 8 written approval is granted, HAI shall cause the work described in such plans and specifications 9 to be performed promptly, efficiently, competently and in a good and workmanlike manner by 10 duly qualified or licensed persons or entities. The City further agrees to assist HAI in 11 undertaking said alterations, renovations, and improvements, by providing or obtaining 12 approvals for permits, licenses, or any other items necessary for completing the alterations, 13 renovations, and improvements, and providing HAI with any information or documents needed 14 for completing the alterations, renovations, and improvements. 15 16 Si na e. HAI may, at its cost and expense, install and maintain permanent signage on 17 the Premises. Said permanent signage shall be installed and maintained in accordance with the 18 City's guidelines, and shall be approved prior to installation by the City's Director of Parks and 19 Recreation, with the understanding that such approval shall not be unreasonably withheld. 20 21 Ownership of Property. Except as set forth below, any and all fixtures and other items 22 of personal property located in or upon the Premises and purchased or provided by HAI or any 23 of its donors, including but not limited to the contents of the museum, shall remain HAI's sole 24 and exclusive property, and may be removed from the Premises by HAI at any time. Any items 25 of personal property donated to HAI by the City shall remain the property of the City, and may 26 be removed from the Premises by the City at any time. 27 28 Insurance. At all times after the execution of this Agreement, the City will carry and 29 maintain, at no expense to HAI, a policy or policies of hazard insurance, covering fire and other 30 extended coverage risks, written at a minimum of replacement cost value and with replacement 31 cost endorsement, covering all real property, and any attachments or improvements thereto or 32 structures thereon, in and on the Premises, including but not limited to any and all 33 improvements installed in or on the Premises by or on behalf of HAI. The City's hazard 34 insurance policies covering the Premises shall name HAI or its designee as additional insured 35 and shall also contain a provision by which the insurer agrees that it shall give HAI or its 36 designee thirty (30) days written notice prior to any cancellation, non - renewal, or change in 37 scope or amount of coverage of such insurance. Each such policy, or a certificate thereof 38 together with a duplicate copy of such policy, shall be promptly deposited with HAI. HAI shall 39 provide to the City for insurance purposes, upon request, a reasonable valuation of any portion 40 of the Premises or Common Areas. 41 [Exhibit A to Resolution: Page 4 of 8] [PAGE 6 OF 101 Resolution To Authorize Execution of Cooperative Agreement with Hosteling, Arkansas, Inc. for Firehouse Hostel I If the Premises shall be damaged, and the insurance proceeds are adequate to repair the 2 Premises, as determined by the City, the City shall promptly cause such damage to be repaired. 3 If the insurance proceeds are inadequate to repair such damage, HAI shall have the option of 4 making up the difference in the costs of repair within six (6) months of the date that the 5 damage occurred. If HAI makes up said difference, the City shall promptly cause such damage 6 to be repaired. The City agrees to use its best efforts to utilize all insurance proceeds for the 7 further development of a hostel and museum with a use similar to the Cooperative Use. If the 8 Premises are (a) rendered unusable for the Cooperative Use, (b) damaged as a result of any 9 cause which is not covered by insurance, or (c) damaged or destroyed in whole or in part during 10 the last three (3) years of the Cooperative Period, or if the Premises are damaged to the extent 11 of fifty percent (50 %) or more of then, HAI or the City may elect to terminate this Agreement. 12 13 Taking. If the whole or any part of the Premises shall be taken under the power of 14 eminent domain, this Agreement shall terminate as to the part so taken on the date the City is 15 required to yield possession thereof to the condemning authority. HAI and the City shall have 16 the option of making such repairs and alterations as may be necessary in order to restore the 17 part not taken to useful condition. If the aforementioned taking renders the remainder of the 18 Premises unsuitable for the Cooperative Use, either party may terminate this Agreement as of 19 the date when the City is required to yield possession. The City agrees to use its best efforts to 20 utilize all compensation awarded for any taking of the Premises for the further development of 21 a hostel and museum with a use similar to the Cooperative Use. 22 23 Breach of Agreement. Except in cases involving discrimination, as discussed in the 24 subsequent paragraph, (1) HAI shall be in Material Breach of this Agreement upon HAI's 25 material breach of the terms of the Agreement, and the failure of HAI to remedy such breach 26 within thirty (30) days after written notice thereof is given by the City to HAI; and (2) the City 27 shall be in Material Breach of this Agreement upon the City's material breach of the terms of 28 the Agreement, and the failure of the City to remedy such breach within thirty (30) days after 29 written notice thereof is given by HAI to the City. Upon the expiration of said thirty (30) day 30 period without a remedy of the Material Breach, the City or HAI may terminate this Agreement 31 and confirm such termination by way of written notice, and may exercise any legal or 32 equitable right or remedy authorized by applicable law. 33 34 Discrimination. It is intended that the Premises shall be developed so that all 35 customers, employees, licensees, and invitees shall have the opportunity to obtain all the 36 goods, services, accommodations, advantages, facilities, and privileges of the Premises without 37 discrimination because of race, creed, color, sex, national origin, ancestry, or disability, to the 38 extent such disability is protected by applicable law. If HAI is ever found guilty of such 39 discrimination, in a final judgment, by a court of competent jurisdiction, it shall immediately be 40 considered a Material Breach of this Agreement, and no opportunity to cure shall be provided. 41 [Exhibit A to Resolution: Page 5 of 81 [PAGE 7 OF 101 Resolution To Authorize Execution of Cooperative Agreement with Hosteling, Arkansas, Inc. for Firehouse Hostel 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 Notices. Any notice, request, demand, approval or consent given or required to be given under this Agreement shall be in writing and shall be deemed to have been given on the third day following the day on which the same shall have been mailed by United States registered or certified mail, return receipt requested, with all postage charges prepaid, addressed as set forth below, with the understanding that either party may, at any time, change its notice address by sending a notice to the other party stating the change and setting forth the new address. For the City: Director of Parks and Recreation 500 West Markham Street Little Rock, Arkansas 72201 With required copies to: City Manager 500 West Markham Street Little Rock, Arkansas 72201 City Attorney 500 West Markham Street Little Rock, Arkansas 72201 For HAI: Hostelling Arkansas, Inc. Firehouse Hostel and Museum P.O. Box 2753 Little Rock, Arkansas 72203 With a required copy to: Chad M. Avery Gill Elrod Ragon Owen & Sherman, P.A. 425 West Capitol Avenue, Suite 3801 Little Rock, Arkansas, 72201 Upon reasonable notice, as determined by the City, the City, its agents, employees and contractors may enter all parts of the Premises to inspect the same and to enforce or carry out any provision of the Agreement including, without limitation, any access necessary for the making of any repairs. [Exhibit A to Resolution: Page 6 of 8] Resolution To Authorize Execution of Cooperative Agreement with Hosteling, Arkansas, Inc. for Firehouse Hostel [PAGE 8 OF 101 1 Compliance. The City, at its sole cost and expense, shall comply with and shall cause 2 the Premises to comply with (a) all federal, state, county, municipal and other governmental 3 statutes, laws, rules, orders, regulations and ordinances affecting the Premises or any part 4 thereof, or the use thereof, including, but not limited to, those which require the making of any 5 structural, unforeseen or extraordinary changes, whether or not any such statutes, laws, rules, 6 orders, regulations or ordinances which may be hereafter enacted involve a change of policy on 7 the part of the governmental body enacting the same, and (b) all directions, rules, orders and 8 regulations of the fire marshal, health officer, building inspector, other appropriate officers of 9 governmental agencies having jurisdiction over the Fire Protection Association, the National 10 Electrical Code, the American Society of Heating and Air Conditioning Engineers, all carriers of 11 insurance on the Premises, any board of underwriters, rating bureau and similar bodies, the 12 City's insurance rating organization and any and all other bodies exercising similar functions in 13 connection with the prevention of fire or the correction of hazardous conditions which apply to 14 the Premises or to HAI's use of the Premises. 15 16 Miscellaneous. Any intention to create a joint venture or partnership relation between 17 the Parties is hereby expressly disclaimed. The submission of this Agreement for examination 18 does not constitute a reservation of or option for the Premises, and this Agreement shall 19 become effective only upon execution and delivery thereof by both Parties. This writing is 20 intended by the Parties as a final expression of their agreement and as a complete and 21 exclusive statement of the terms thereof; all negotiations, considerations and representations 22 between the Parties having been incorporated herein. No course of prior dealings between the 23 Parties or their officers, employees, agents or affiliates shall be relevant or admissible to 24 supplement, explain, or vary any of the terms of this Agreement. Acceptance of, or 25 acquiescence in, a course of performance rendered under this or any prior agreement between 26 the Parties or their affiliates shall not be relevant or admissible to determine the meaning of any 27 of the terms of this Agreement. 28 29 No representations, understandings, or agreements have been made or relied upon in 30 the making of this Agreement other than those specifically set forth herein. This Agreement 31 can be modified only by a writing signed by the party against whom the modification is 32 enforceable. If any term or provision, or any portion thereof, of this Agreement, or the 33 application thereof to any person or circumstances shall, to any extent, be invalid or 34 unenforceable, the remainder of this Agreement, or the application of such term or provision to 35 persons or circumstances, other than those as to which it is held invalid or unenforceable, shall 36 not be affected thereby, and each term and provision of this Agreement shall be valid and be 37 enforced to the fullest extent permitted by law. Nothing contained in this Agreement shall be 38 construed so as to confer upon any other party the rights of a third party beneficiary. 39 40 41 [Exhibit A to Resolution: Page 7 of 81 [PAGE 9 OF 101 Resolution To Authorize Execution of Cooperative Agreement with Hosteling, Arkansas, Inc. for Firehouse Hostel 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 This Agreement and the rights and obligations of the Parties shall be construed, interpreted, and enforced in accordance with the laws of the state of Arkansas. The Parties expressly agree that, with regard to any dispute arising hereunder or having to do with the performance of either party hereto, including any and all alleged breaches of the Agreement (whether or not defined herein), such dispute shall be litigated in the jurisdiction and venue required by applicable Arkansas law. The Parties do hereby consent and agree to such venue and jurisdiction. The City consents and agrees that HAI or users of future buildings erected on or adjacent to the Premises, and the officers, agents, employees, customers, and invitees thereof, may use the access drives to and from the Premises. This Agreement shall survive any change in the City's form of government. Sincerely, Bruce T. Moore City Manager, City of Little Rock, Arkansas The above Agreement is understood and agreed to as of the Effective Date. HOSTELLING ARKANSAS, INC, an Arkansas nonprofit corporation Linda Fordyce, President EXHIBIT A SUBJECT BUILDING(S) That certain building currently located at 1201 Commerce Street, Little Rock, Pulaski County, Arkansas 72202. EXHIBIT B SUBJECT PROPERTY 1201 Commerce Street, Little Rock, Pulaski County, Arkansas 72202. EXHIBIT C RULES AND REGULATIONS [Exhibit A to Resolution: Page 8 of 8] Resolution To Authorize Execution of Cooperative Agreement with Hosteling, Arkansas, Inc. for Firehouse Hostel [PAGE 10 OF 101