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HomeMy WebLinkAbout15456 1 RESOLUTION NO. 15,456 2 3 A RESOLUTION TO APPROVE THE EXTENSION OF SEWER 4 SERVICES OUTSIDE THE CITY LIMITS TO CF BAT LIT, LLC, A 5 DELAWARE LIMITED LIABILITY COMPANY, AND OWNER OF 6 CERTAIN PROPERTY LOCATED IN PULASKI COUNTY, ARKANSAS; 7 TO AUTHORIZE ENTRY INTO A PRE-ANNEXATION SEWER 8 SERVICE AGREEMENT; AND FOR OTHER PURPOSES. 9 10 WHEREAS, Little Rock, Ark., Resolution No. 7,893, p(February 2, 1988) requires the Little Rock 11 Board of Directors to approve the extension of any sanitary sewer main outside the corporate limits of the 12 City;and, 13 WHEREAS, CF Bat LIT, LLC, a Delaware limited liability company ("Owner"), owns certain 14 property located in Pulaski County, Arkansas,and more fully described on Exhibit A to the Pre-Annexation 15 Sewer Service Agreement Between the Owner and the City of Little Rock,Arkansas("Property");and, 16 WHEREAS,the Property is not currently within the corporate limits of the City; however,the Owner 17 intends to annex to the City as soon as it is legally possible to do so; and, 18 WHEREAS, the Little Rock Water Reclamation Commission is willing to extend such sanitary 19 sewer service to this area after execution of a Pre-Annexation Sewer Service Agreement to the favor of 20 the City. 21 NOW,THEREFORE,BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY 22 OF LITTLE ROCK,ARKANSAS: 23 Section 1. The Little Rock Water Reclamation Commission is authorized to extend sanitary sewer 24 services to the Property more particularly shown and described as: 25 Tract 2: Part of the Southeast Quarter of the Southeast Quarter; Part of the Southwest 26 Quarter of the Southeast Quarter; Part of the Northwest Quarter of the Southeast Quarter, 27 and Part of the Northeast Quarter of the Southeast Quarter of Section 20, Township 1 28 North, Range 11 West, Pulaski County, Arkansas, more particularly described as follows: 29 Commencing at the Southeast Corner of said Section 20; thence North 01°57'54" East 30 38.00 feet to the Point of Beginning; thence North 88°37'16" West 1,749.52 feet parallel 31 with the south line of said Section 20; thence North 01°40'06" West 1,990.39 feet to a 32 point on the southerly right-of-way line of Zueber Road; thence along said right-of-way 33 line South 83°16'59" East 415.65 feet; thence along a curve to the left having a radius of 34 2,914.29 feet and a chord bearing and distance of South 84°56'30" East 168.69 feet; [Page 1 of 22] 1 thence South 86°35'58" East 936.35 feet;thence along a curve to the right having a radius 2 of 4,921.49 feet and a chord bearing and distance of South 87°42'25" East 190.24 feet; 3 thence South 88°48'52" East 101.62 feet; thence leaving said South right-of-way line of 4 Zueber Road, South 01°57'54" West 1,175.08 feet; thence South 88°47'08" East 65.01 5 feet; thence South 01°5T54" West 727.56 feet along the east line of said Section 20 6 returning to the Point of Beginning, containing 78.481 acres,more or less. 7 Tract 3: Part of the Southwest Quarter of the Southwest Quarter; Part of the Northwest 8 Quarter of the Southwest Quarter of Section 21, Township 1 North, Range 11 West, 9 Pulaski County. Arkansas, more particularly described as follows: Beginning at the 10 Southwest Corner of said Section 21; thence North 01°57'54" East 1,940.67 feet; thence 11 South 88°48'52" East 35.00 feet; thence South 01°57'54" West 1,940.72 feet; thence 12 North 88°45'52" West 35.00 feet returning to the Point of Beginning, containing 1.560 13 acres,more or less. 14 Tract 4: Part of the Southeast Quarter of the Southeast Quarter and part of the Northeast 15 Quarter of the Southeast Quarter of Section 20, Township 1 North, Range 11 West, 16 Pulaski County, Arkansas, more particularly described as follows: Commencing at the 17 Southeast Corner of said Section 20;thence North 01°57'54" East 765.56 feet to the Point 18 of Beginning; thence North 88°47'08" West 65.01 feet; thence North 01°57'54" East 19 1,175.08 feet; thence South 88°49'12" East 65.00 feet; thence South 01°57'54" West 20 1,175.11 feet returning to the Point of Beginning,containing 1.754 acres, more or less. 21 Which Tracts are included on Exhibit A to the Pre-Annexation Sewer Service Agreement between the 22 Owner and the City of Little Rock,Arkansas. 23 Section 2. Severability. In the event any title, section, paragraph, item, sentence, clause, phrase, or 24 word of this resolution is declared or adjudged to be invalid or unconstitutional, such declaration or 25 adjudication shall not affect the remaining portions of the resolution which shall remain in full force and 26 effect as if the portion so declared or adjudged invalid or unconstitutional were not originally a part of the 27 resolution. 28 Section 3. Repealer. All laws, ordinances, resolutions, or parts of the same, that are inconsistent 29 with the provisions of this resolution, are hereby repealed to the extent of such inconsistency. 30 ADOPTED: May 18,2021 31 ATT : APPROVED: 32 ,, 33 � 34 _ rAll '. ey,;ity Clerk stiott,Jr.,Mayor 35 1Page 2 of 221 1 APPROVED AS TO LEGAL FORM: 2 3 -1J, 0. 4 Thomas M. Carpenter, City A orney 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 // [Page 3 of 221 1 PRE-ANNEXATION SEWER SERVICE AGREEMENT 2 3 THIS PRE-ANNEXATION SEWER SERVICE AGREEMENT ("Agreement") is entered into this 4 day of , 2021 between the City of Little Rock, Arkansas, a Municipal Corporation 5 organized pursuant to the laws of the State of Arkansas, ("City" or "City of Little Rock"), acting on 6 behalf of itself and the Little Rock Water Reclamation Commission ("WRC"), and CF Bat LIT LLC, a 7 Delaware limited liability company ("Owner"), Owner of certain property located in Pulaski County, 8 Arkansas and more fully described on Exhibit 1, which is attached hereto and incorporated herein 9 ("Property"). 10 RECITALS 11 12 WHEREAS,the Owner desires to receive sewer service from the City of Little Rock to the Property, 13 which is located outside the City limits;and, 14 WHEREAS, the City is not required to extend sewer service to the Owner because the Property is 15 outside the present corporate boundaries of the City;and, 16 WHEREAS,the City established a formal policy to support growth in the future by approving Little 17 Rock, Ark., Resolution No. 7,893 (February 2, 1988) which, in part, permits the extension of sewer 18 service outside the City limits under certain limited circumstances;and, 19 WHEREAS, the extension of sewer service outside the City limits requires at a minimum the 20 payment of a special rate for sewer service and may, at the City's option, require an agreement that the 21 Owner petition to annex the Property to the City at a time deemed appropriate by the City;and, 22 WHEREAS, once the Property is contiguous with the City it may, under Arkansas law, be annexed 23 pursuant to a voluntary petition for annexation, although this procedure is subject to a referendum vote 24 under the appropriate circumstances;and, 25 WHEREAS, Owner understands that by executing this Agreement for sewer service, Owner and all 26 future owners of the Property agree to voluntarily petition the City for annexation upon request by the 27 City, and waive any right to avail themselves of the referendum voting procedure for annexation as 28 provided by Arkansas State Law; and, 29 WHEREAS, the Owner and the City are aware of all conditions for the provision of sewer service 30 under this Agreement, and the City has authorized such extension pursuant to Little Rock, Ark., 31 Resolution No. (resolution date). 32 NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS SET 33 FORTH WITHIN THIS AGREEMENT,IT IS AGREED BY THE PARTIES AS FOLLOWS: [Page 4 of 22] 1 Article I 2 Definitions 3 Agreement. The terms and conditions set forth in this writing and any attachments to this 4 writing. 5 City. The City of Little Rock, Arkansas, a Municipal Corporation and City of the First-Class 6 duly organized under Arkansas State Law. 7 Default. The reasons for which this Agreement may be cancelled; these reasons are more 8 fully described in Article III of this Agreement. 9 Owner. The Owner of record of the Property that is the subject of this Agreement which is 10 more fully described above or in the legal description attached as Exhibit A to this Agreement. 11 Little Rock Water Reclamation Commission or WRC. A municipally owned utility created 12 by the City pursuant to Arkansas Law. 13 Article II 14 Consideration 15 Section 201 - Term of the Agreement. The term of this Agreement shall be from the date of its 16 execution to December 31' of the same calendar year. This Agreement shall automatically be 17 renewed on a year to year basis (with each such renewal term commencing January 1' of the 18 next succeeding calendar year and ending on December 31' of such calendar year) and continue 19 in full force and effect unless terminated by reason of Default as set forth in Article III, or unless 20 terminated by mutual written agreement of the parties. Neither party will unreasonably withhold 21 its written consent to termination of this Agreement because of Owner's failure to timely pay for 22 sewer service as set forth below. The City agrees that Owner may connect to the sewer system 23 and utilize the sewer system according to the terms and conditions of this Agreement. 24 Section 202 - Sewer Service Rates. For so long as the Property is located outside of the City 25 limits, Owner agrees to pay the rate for sewer service to the Property that is changed from time 26 to time for service outside the City limits. This charge is in addition to any costs Owner will 27 incur to have connections made with existing sewer lines to obtain service to the Property, and 28 Owner also agrees to comply with the terms and conditions of all other contracts with the WRC 29 and to abide by all rules and regulations promulgated by the WRC, as well as to comply with all 30 sewer codes and ordinance of the City of Little Rock, including, but not limited to Little Rock, [Page 5 of 221 1 Ark., Ordinance No. 17,965 (March 16, 1999), and Little Rock, Ark., Ordinance No. 19,895 2 (December 21, 2007), both as may be amended from time to time or replaced. 3 Section 203 - Agreement and Rates only a Precondition. Owner and the City agree that the 4 execution of this Agreement is solely a precondition to the receipt by the Owner of sewer 5 service while the Property is located outside the City limits. Entry into this Agreement by 6 the City does not mean that Owner is excused from compliance with other applicable City 7 codes and ordinances concerning building permits, zoning and subdivision approval, and 8 other City approvals to the extent the same are required prior to the use of theProperty. 9 Section 204 — Preannexation. In addition to the Sewer Service Rates and other matters set 10 forth above, Owner agrees that, upon written request from the City to do so, Owner will 11 execute for filing a petition to voluntarily annex Owner's Property into the City. The City 12 will make this request only if Owner's Property is contiguous to the corporate boundaries of 13 the City. This Agreement does not mandate the City to make this request. 14 Article III 15 Termination of the Agreement 16 Section 301 - Termination of the Agreement. This Agreement may be terminated by the 17 City upon the City obtaining actual knowledge that the Owner has committed an act of 18 default as defined in Section 302 herein beyond all applicable notice and cure periods set 19 forth in Article III. Subject to the conditions set forth in Section 302 below, termination of 20 sewer service may occur after written notice of the nature of the default, to the Owner by the 21 City, and expiration of all applicable notice and cure periods set forth in Article III. In 22 addition, this Agreement will automatically terminate upon completion of both the annexation of 23 the Owner's Property into the City and connection of the Owner's Property to the sewer system. 24 Section 302 — Default. The following acts shall be deemed reasons to declare the Owner in 25 default of this Agreement; provided, the City agrees that it will not declare the Owner in default 26 of this Agreement for any reason without first giving the Owner written notice specifying the 27 alleged default and a period of thirty (30) days from the date of such written notice to cure the 28 same. If the alleged default is not cured within this thirty (30)-day time period, the City may 29 declare the Owner in default and send the Owner a written notice of default. 30 (a) The Owner fails to pay the costs incurred in providing sewer service connections to 31 the Property. [Page 6 of 22] 1 (b) The Owner fails to pay in full any amounts due and for owing monthly sewer 2 service. Disconnection of sewer service under this Section will not occur unless 3 Owner has received notice from WRC. 4 (c) The Owner is involved in a voluntary or involuntary bankruptcy action, or the 5 Property in question is involved in a foreclosure action, and the Property is not listed 6 as the Owner's homestead interest. It is further agreed that if the Property is ever 7 listed as a homestead in any of the aforementioned actions, the City reserves the 8 right to petition the appropriate Court to approve the City's request to terminate 9 sewer service. 10 (d) The Owner transfers Owner's right, title and interest in the Property to any other 11 person or entity and does not include as a part of that transfer actual notice of the 12 terms and conditions of this Agreement and actual notice that the successor in 13 interest to the Property is to be bound by the terms and conditions of this Agreement. 14 (e) The Owner, or Owner's successors in interest, assigns this Agreement, in whole or in 15 part, to any other party without the express written approval of the City of Little 16 Rock Board of Directors;provided, however, that no approval of the City of Little 17 Rock Board of Directors shall be required for an assignment of this Agreement to 18 any party that succeeds Owner, or Owner's successor in interest, as owner of the 19 Property. 20 (f) The Owner, or Owner's successors in interest, refuses or resists filing a voluntary 21 petition to annex the Property into the City: 22 (i) Once the Property becomes contiguous with the City limits and the City 23 has requested that a petition for voluntary annexation be filed, or, 24 (ii)The Property would become contiguous to the City limits as a part of a 25 voluntary annexation petition, and, 26 (iii) The City has requested that a petition for voluntary annexation including 27 the Property to be filed. 28 Article IV 29 Miscellaneous Provisions 30 Section 401 - Bill of Assurance. The Owner and the City agree that the term of this Agreement 31 shall run with the land, and that this Agreement shall be filed of record by the City in the Deed ]Page 7 0(22] 1 Records of the Pulaski County Circuit Clerk. Further, the parties agree that any Bill of 2 Assurance shall set forth the covenant to annex, unless the Property is already annexed, and shall 3 be filed with the Pulaski County Circuit Clerk. Any said Bill of Assurance shall be attached 4 hereto and incorporated herein as Exhibit B. 5 Section 402 - Reservation of Remedies. In addition to terminating this Agreement for the 6 reasons set forth in Article III above (subject to all applicable notice and cure rights of Owner), 7 the City specifically reserves the right to pursue any other legal and equitable remedies to which 8 it may be entitled as a result of Owner's Default, subject to all applicable notice and cure rights 9 of Owner set forth in Article III. 10 Section 403 - City Authority to Enter Into Agreement. The City represents that it has full 11 authority to enter into this Agreement by virtue of Little Rock, Ark., Resolution No. 12 (resolution date). The Owner warrants and represents that it has full authority to execute this 13 Agreement on behalf of the entire Property, and that it is, at present, the sole owner of the 14 acreage that would be affected by a future annexation of the Property. Further, Owner warrants 15 that it has no knowledge of any actual or threatened legal action involving the Owner or the 16 Property that could, in any way, affect Owner's right and authority to enter into this Agreement. 17 Section 404 - Assignment of Agreement. This Agreement shall not be assigned to any other 18 party, in whole or in part, without the prior express written approval of the City; provided, 19 however, that, notwithstanding anything herein to the contrary, approval of the City shall not be 20 required for an assignment of this Agreement to any party that succeeds to Owner, or to Owner's 21 successor in interest, as owner of the Property. Any assignee of this Agreement (whether or not 22 consent of the City is required for the assignment to such assignee) shall, promptly following 23 such assignment, provide written notice to the City of such assignment and of such assignee's 24 name and information for notices under Section 417 of this Agreement. 25 Section 405 - Severability of Provisions. In the event any Section, Subsection, Subdivision, 26 Paragraph, Subparagraph, Item, Sentence, Clause, Phrase, or Word of this Agreement is declared 27 or adjudged to be invalid or unconstitutional, such declaration or adjudication shall not affect the 28 remaining provisions of this Agreement, as if such invalid or unconstitutional provision was not 29 originally a part of this Agreement. The invalidity of any provision of this Agreement shall not 30 be grounds for terminating this Agreement without the express written consent of the City. [Page 8 of 22] 1 Section 406 - Modification of the Agreement. This Agreement may not be modified, altered, 2 or changed except by a writing signed by all of the parties to the Agreement or their duly 3 authorized representatives or successors in interest, proof of which shall be made an attachment 4 to this Agreement. Any such modification, alteration, or change, to be effective, shall first be 5 approved by resolution of the City of Little Rock Board of Directors. 6 Section 407 - Entire Agreement. This Agreement and the documents referenced and 7 incorporated herein contain the complete and entire agreement of the parties respecting the 8 transactions contemplated herein, and supersede all prior negotiations, agreements, 9 representations, and understandings, if any, among the parties regarding such matters. 10 Section 408 - Governing Law. This Agreement shall be construed in accordance with the laws 11 of the state of Arkansas, and venue for any action related thereto shall lie exclusively in Pulaski 12 County, Arkansas. 13 Section 409 - No Waiver. The waiver of the breach of one or more of any covenants or 14 conditions by the City shall not be construed as the waiver of any subsequent breach of the same 15 or any other covenant or conditions; and the consent and approval of the City to any act by 16 Owner requiring the City's consent or approval shall not be deemed a waiver and shall still 17 render necessary the City's consent or approval to or of any subsequent or similar act by Owner. 18 Section 410 - Counterparts; Copies Same as Original. This Agreement may be executed in 19 any number of counterparts, each of which shall be deemed an original and all of which 20 counterparts together shall constitute one agreement with the same effect as if the parties had 21 signed the same signature page. This Agreement shall be executed in the original, and any 22 number of executed copies. Any copy of this Agreement so executed shall be deemed an original 23 and shall be deemed authentic for any other use. 24 Section 411 - Captions. All captions contained in this Agreement are inserted only as a matter 25 of convenience and in no way define, limit or extend the scope or intent of this Agreement. 26 Section 412 - Agreement Binding. This Agreement shall be binding on the agents, successors 27 and permitted assigns of the parties. 28 Section 413 - Authority to Execute Agreement. The undersigned officials of the parties 29 hereto are the properly authorized officials and have the necessary authority to execute this 30 Agreement on behalf of the parties hereto, and each party hereby certifies to the other that any 'Page 9 of 22] 1 necessary resolutions or other documentation extending said authority have been duly passed and 2 are now in full force and effect. 3 Section 414 - Legal Review. Agreement shall be construed without regard to the identity of the 4 persons who drafted the provisions contained herein. Moreover, each and every provision of the 5 Agreement shall be construed as though each party hereto participated equally in the drafting 6 thereof. As a result of the foregoing, any rule of construction that the document is to be 7 construed against the drafting party shall not be applicable. Both parties acknowledge that they 8 have had full opportunity to review this Agreement with legal counsel of their choice. 9 Section 415 -Approval of City of Little Rock Board of Directors Required. The terms and 10 conditions of this Agreement shall be approved by the City of Little Rock Board of Directors in 11 the form of a resolution. 12 Section 416 -Voluntary Agreement. Owner has read and understands the terms and conditions 13 for sewer service as set forth herein. Owner enters into this Agreement knowingly, voluntarily, 14 and without coercion on the part of the City of Little Rock, or WRC. 15 Section 417 — Notices. Any notices to be given under this Agreement shall be in writing and 16 may be served by depositing the same in the United States Mail, postage prepaid, certified or 17 registered mail with return receipt requested, or by delivering the same in person to the party to 18 be notified via a delivery service, Federal Express or any other nationally recognized overnight 19 courier service that provides a return receipt showing the date of actual delivery of same to the 20 addressee thereof, or by electronic transmission (e-mail) with evidence of receipt. Any party 21 giving notice hereunder shall use reasonable efforts to send a copy of any such notice or 22 electronic transmission to the individual or entity designated below to receive copies on the same 23 date as deposited in the mail or given to such delivery service. Notice given in accordance 24 herewith shall be deemed given and shall be effective upon the earlier of actual receipt 25 (including, without limitation, receipt of electronic transmission) or refusal of delivery. For 26 purposes of notice, the addresses of the parties shall be as follows: 27 28 If to Owner: CF Bat LIT LLC 29 c/o Fortress Investment Group 30 1345 Avenue of the Americas, 46th Floor 31 New York, New York 10105 32 Attention: Constantine Dakolias 33 E-mail: gc.credit@fortress.com [Page 10 of 221 1 With a copy to: CF Bat LIT LLC 2 c/o Fortress Investment Group 3 11611 San Vicente, 10th Floor 4 Los Angeles, California 90049 5 Attention: William Turner 6 E-mail: wturner@fortress.com 7 8 With a copy to: Dain, Torpy, Le Ray, Wiest& Garner, P.C. 9 745 Atlantic Avenue, 5th Floor 10 Boston, Massachusetts 02111 11 Attention: Timothy Pecci, Esq. 12 Phone: (617) 542-4854 13 E-mail: tpecci@daintorpy.com 14 15 If to the City: The City of Little Rock 16 Jamie Collins, PE I Director 17 City of Little Rock 18 Planning and Development 19 723 West Markham Street 20 Little Rock, AR 72201-1334 21 Phone: (501) 371-6818 I Fax: (501) 399-3435 22 E-mail: gcollinsAlittlerock.gov 23 24 If to LRWRA: Little Rock Water Reclamation Authority 25 S. Vincent Hotho, P.E. 26 Engineering Manager 27 11 Clearwater Drive 28 Little Rock, AR 72204 29 Phone: (501) 688-1452 30 E-mail: steven.hotho@lrwra.com 31 32 Any party may change its address for notice purposes by giving the other parties written 33 notice in accordance with the provisions of this section. 34 35 36 37 [Signatures Follow] 38 39 // 40 // (Page 11 of 221 IN WITNESS WHEREOF,THE PARTIES HAVE EXECUTED THIS AGREEMENT. 2 3 CF Bat LIT LLC, City of Little Rock, Arkansas 4 a Delaware limited liability company 5 6 By: By: 7 Name: William Turner Frank Scott,Jr.,Mayor 8 Title: Authorized Signatory 9 Date: , 2021 10 11 APPROVED AS TO LEGAL FORM: 12 13 Office of the City Attorney 14 15 By: 16 Thomas M. Carpenter, City Attorney 17 18 19 20 CERTIFICATE 21 22 The Little Rock Water Reclamation Commission certifies its willingness and ability to serve 23 the Owner. Any additional contracts with the Owner as referenced in Article II hereof shall not 24 become effective until this Agreement is executed by the City of Little Rock. 25 26 Little Rock Water Reclamation Commission 27 28 By: 29 // 30 // 31 // 32 // 33 // 34 'Page 12 of 221 1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. 2 3 State of California ) 4 ) 5 County of Los Angeles ) 6 7 On , 2021, before me, , Notary 8 Public, personally appeared William Turner, who proved to me on the basis of satisfactory 9 evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and 10 acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), 11 and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of 12 which the person(s)acted, executed the instrument. 13 I certify under PENALTY OF PERJURY under the laws of the State of California that the 14 foregoing paragraph is true and correct. 15 WITNESS my hand and official seal. 16 17 18 Signature 19 (Seal) 20 // 21 // 22 // 23 // 24 // 25 // 26 // 27 // 28 // 29 'Page 13 of 221 1 STATE OF ARKANSAS ) 2 )ss ACKNOWLEDGEMENT 3 COUNTY OF PULASKI ) 4 5 On this day of , 2021, before me, the undersigned, a Notary Public, 6 duly commissioned and sworn, qualified and acting within and for the said County and State 7 appeared in person, Mayor Frank Scott, Jr., to me personally known, who stated that he had 8 executed the above and foregoing document in his duly authorized capacity as Mayor of the City 9 of Little Rock for the consideration, uses and purposes therein mentioned and set forth. 10 WITNESS my hand and official seal. 11 12 13 Notary Public 14 15 16 My Commission Expires: 17 // 18 // 19 // 20 // 21 // 22 // 23 // 24 // 25 // 26 // 27 // 28 // 29 // 30 // 31 // 32 // IPage 14 of 221 1 STATE OF ARKANSAS ) 2 )ss ACKNOWLEDGEMENT 3 COUNTY OF PULASKI ) 4 5 On this day of , 2021, before me a Notary Public, duly 6 commissioned, qualified and acting within and for the said County and State appeared in person, 7 , to me personally known, who stated that he/she had executed the above 8 and foregoing document in the duly authorized capacity as on behalf of the 9 Water Reclamation Commission for the consideration, uses and purposes therein mentioned and 10 set forth. 11 WITNESS my hand and official seal. 12 13 14 Notary Public 15 16 17 My Commission Expires: 18 // 19 // 20 // 21 // 22 // 23 // 24 // 25 // 26 // 27 // 28 // 29 // 30 // 31 // 32 // 33 // 34 // IPage 15 0122] 1 Exhibit A 2 Property Description 3 4 The land referred to below is situated in the County of Pulaski, State of Arkansas, and is described as 5 follows: 6 Tract 2 : Part of the Southeast Quarter of the Southeast Quarter; Part of the Southwest Quarter of the 7 Southeast Quarter; Part of the Northwest Quarter of the Southeast Quarter, and Part of the Northeast 8 Quarter of the Southeast Quarter of Section 20, Township 1 North, Range 11 West, Pulaski County, 9 Arkansas, more particularly described as follows: Commencing at the southeast corner of said Section 10 20; thence North 01°57'54" East 38.00 feet to the Point of Beginning; thence North 88°37'16" West 11 1,749.52 feet parallel with the south line of said Section 20;thence North 01°40'06" West 1,990.39 feet to 12 a point on the Southerly right of way line of Zueber Road; thence along said right-of-way line South 13 83°16'59" East 415.65 feet; thence along a curve to the left having a radius of 2,914.29 feet and a chord 14 bearing and distance of South 84°56'30" East 168.69 feet; thence South 86°35'58" East 936.35 feet; 15 thence along a curve to the right having a radius of 4,921.49 feet and a chord bearing and distance of 16 South 87°4T25" East 190.24 feet; thence South 88°48'52" East 101.62 feet; thence leaving said South 17 right of way line of Zueber Road, South 01°57'54" West 1,175.08 feet; thence South 88°47'08" East 65.01 18 feet;thence South 01°57'54" West 727.56 feet along the East line of said Section 20 returning to the Point 19 of Beginning,containing 78.481 acres,more or less. 20 Tract 3: Part of the Southwest Quarter of the Southwest Quarter; Part of the Northwest Quarter of the 21 Southwest Quarter of Section 21, Township 1 North, Range 11 West, Pulaski County. Arkansas, more 22 particularly described as follows: Beginning at the southwest corner of said Section 21; thence North 23 01°57'54" East 1,940.67 feet; thence South 88°48'52" East 35.00 feet; thence South 01°57'54" West 24 1,940.72 feet; thence North 88°45'52" West 35.00 feet returning to the Point of Beginning, containing 25 1.560 acres,more or less. 26 Tract 4: Part of the Southeast Quarter of the Southeast Quarter and part of the Northeast Quarter of the 27 Southeast Quarter of Section 20, Township 1 North, Range 11 West, Pulaski County, Arkansas, more 28 particularly described as follows: Commencing at the Southeast Corner of said Section 20; thence North 29 01°57'54" East 765.56 feet to the Point of Beginning; thence North 88°47'08" West 65.01 feet; thence 30 North 01°57'54" East 1,175.08 feet;thence South 88°49'12" East 65.00 feet;thence South 01°57'54" West 31 1,175.11 feet returning to the Point of Beginning,containing 1.754 acres, more or less. 32 // 33 // 34 // 35 [Page 16 of 221 1 Exhibit B 2 Bill of Assurance 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 // iPage 17 of 221 1 THIS INSTRUMENT PREPARED BY: 2 J. Cliff McKinney 3 Quattlebaum,Grooms&Tull PLLC 4 111 Center Street, Suite 1900 5 Little Rock,Arkansas 72201 6 (501)379-1700 7 8 BILL OF ASSURANCE 9 10 WHEREAS, CF Bat LIT LLC, a Delaware limited liability company ("Owner"), is the owner of the 11 following described land lying in the City of Little Rock,Pulaski County,Arkansas(the "City"): 12 Owner has caused the land described on Exhibit 1 to be surveyed and the plat thereof made, which is 13 identified by the title of" Addition, Pulaski County, Arkansas" (the "Plat"). This Bill 14 of Assurance and the Plat has been signed by Owner, and the Plat is recorded in the office of the Circuit 15 Clerk and Ex-Officio Recorder of Pulaski County, Arkansas, on , 2021 as Instrument 16 # . The land described on Exhibit l will be platted into one or more lots (the "Lots"). 17 Owner does hereby make this Bill of Assurance to govern and control the land described in the Plat and 18 the Lots. 19 HEREAFTER, conveyances and descriptions of the property as shown on the Plat shall be a proper 20 and sufficient description thereof. 21 the Lots shall be subject to the covenants contained herein and the Plat. 22 23 RIGHTS-OF-WAY: With the filing of this Bill of Assurance and the Plat in the office of the 24 Circuit Clerk of Pulaski County, Arkansas, the rights-of-way shown on 25 the Plat are hereby dedicated to the City. The utility easements shown 26 thereon are hereby dedicated to the appropriate public utilities as 27 identified thereon. 28 TERM/AMENDMENT: This Bill of Assurance shall be in full force and effect in perpetuity 29 subject to the following amendment and termination rights of the owners 30 of the Lots. This Bill of Assurance may be amended or terminated at any 31 time from the date hereof by the unanimous written agreement of the 32 owners of the Lots. Owner is mindful of the decision in Rausch 33 Coleman Homes, LLC v. Brech, 2009 Ark. App. 225 (the "Decision") 34 and does not wish for the Decision to limit the ability of the parties to 35 amend this Bill of Assurance at any time and from time-to-time. Owner 36 intends that this Bill of Assurance may be amended at any time from the 1Page 18 of 221 1 date hereof throughout the term of this Bill of Assurance and expressly 2 intends and agrees that this Bill of Assurance may be amended prior to 3 any expiration or termination date set forth herein; provided, however, 4 that the restrictions and covenants contained herein, particularly the 5 covenant to voluntarily annex the Lots into the City, shall be included in 6 any such amendment to this Bill of Assurance. 7 RESTRICTIONS: Owner, to be binding on all future grantees of the Lots, specifically 8 agrees all ordinances of the City shall be strictly adhered to and followed 9 and, should the Plat or this Bill of Assurance be contrary, in any way, to 10 the ordinances adopted by the City, from time to time, such ordinances 11 shall have precedence. 12 All buildings constructed on the Lots shall be constructed no nearer the 13 street than the building line shown on the Plat, and all buildings shall be 14 constructed in conformance with the Building Code and Zoning 15 Ordinance of the City. 16 ANNEXATION: Owner agrees that, upon written request from the City to do so, if the 17 Lots are contiguous to the corporate boundaries of the City, Owner will 18 execute for filing a petition to voluntarily annex the Lots into the City. 19 The City is not required to make this request. 20 21 22 [Signatures Follow] 23 // 24 // 25 // 26 // 27 // 28 // 29 // 30 // 31 // 32 // 33 // 34 // 35 1Page 19 of 221 1 IN WITNESS WHEREOF, Owner does hereby set their hand and seal on this Bill of Assurance as of 2 this day of , 2021. 3 CF Bat LIT LLC, 4 a Delaware limited liability company 5 6 By: 7 8 Name: 9 10 Title: 11 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 12 13 State of California ) 14 ) 15 County of Los Angeles ) 16 17 On , 2021, before me, , Notary 18 Public, personally appeared William Turner, who proved to me on the basis of satisfactory 19 evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and 20 acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), 21 and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of 22 which the person(s) acted, executed the instrument. 23 I certify under PENALTY OF PERJURY under the laws of the State of California that the 24 foregoing paragraph is true and correct. 25 WITNESS my hand and official seal. 26 27 Signature: 28 (Seal) 29 // 30 'Page 20 of 221 1 Exhibit l 2 3 The land referred to below is situated in the County of Pulaski, State of Arkansas, and is described as 4 follows: 5 Tract 2: Part of the Southeast Quarter of the Southeast Quarter; Part of the Southwest Quarter of the 6 Southeast Quarter; Part of the Northwest Quarter of the Southeast Quarter, and Part of the Northeast 7 Quarter of the Southeast Quarter of Section 20, Township 1 North, Range 11 West, Pulaski County, 8 Arkansas, more particularly described as follows: Commencing at the southeast corner of said Section 9 20; thence North 01°57'54" East 38.00 feet to the Point of Beginning; thence North 88°37'16" West 10 1,749.52 feet parallel with the south line of said Section 20;thence North 01°40'06" West 1,990.39 feet to 11 a point on the southerly right-of-way line of Zueber Road; thence along said right-of-way line South 12 83°16'59" East 415.65 feet; thence along a curve to the left having a radius of 2,914.29 feet and a chord 13 bearing and distance of South 84°56'30" East 168.69 feet; thence South 86°35'58" East 936.35 feet; 14 thence along a curve to the right having a radius of 4,921.49 feet and a chord bearing and distance of 15 South 87°4T25" East 190.24 feet; thence South 88°48'52" East 101.62 feet; thence leaving said South 16 right-of-way line of Zueber Road, South 01°57'54" West 1,175.08 feet; thence South 88°47'08" East 17 65.01 feet;thence South 01°57'54" West 727.56 feet along the East line of said Section 20 returning to the 18 Point of Beginning, containing 78.481 acres, more or less. 19 Tract 3: Part of the Southwest Quarter of the Southwest Quarter; Part of the Northwest Quarter of the 20 Southwest Quarter of Section 21, Township 1 North, Range 11 West, Pulaski County. Arkansas, more 21 particularly described as follows: Beginning at the southwest corner of said Section 21; thence North 22 01°57'54" East 1,940.67 feet; thence South 88°48'52" East 35.00 feet; thence South 01°57'54" West 23 1,940.72 feet; thence North 88°45'52" West 35.00 feet returning to the Point of Beginning, containing 24 1.560 acres, more or less. 25 Tract 4: Part of the Southeast Quarter of the Southeast Quarter and part of the Northeast Quarter of the 26 Southeast Quarter of Section 20, Township 1 North, Range 11 West, Pulaski County, Arkansas, more 27 particularly described as follows: Commencing at the southeast corner of said Section 20; thence North 28 01°57'54" East 765.56 feet to the Point of Beginning; thence North 88°47'08" West 65.01 feet; thence 29 North 01°57'54" East 1,175.08 feet;thence South 88°49'12" East 65.00 feet;thence South 01°57'54" West 30 1,175.11 feet returning to the Point of Beginning,containing 1.754 acres, more or less. 31 // 32 // 33 // [Page 21 of 221 '- 166.11040.wit - ..,, ..-..•---,--....,_,-, ....../6 0•6 il. 7........ 1L,4,- -s--••1....-7r.,-.T-Y,\--M.4.v,il,,Nv.er--9-1-1:•-C-'A11;--.------,---'-,-sli.-, 1-..%.- .''"-7--; *--,--zi•-*,r4.'___6...=.....4.. ,..-----....—•-•••—,.. _ -- ---"""'" t•) , t1. ftt"`- - '. . i -...7.-.__,3:,-- ' - 'l' m -Ni. • Xat,,,,.9.4" •03,or..,,,,,,,, , (. dr". 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