HomeMy WebLinkAboutS-497-B ADENDED AND RESTATED BILL OF ASSURANCEII II IIIIIII III �! I I IIII II III 2025046371
FIRESENITED: 08- 2025 PM RECORDED: 08-25-2025 01:13:52 PM
In Official Records of Terri Hollingsworth Circuit/County Clerk
PULASKI CO, AR FEE $75,00
This Instrument Prepared By
and After Recording Rearm to:
J. Cliff McKinney
Quattlebaum, Grooms & Tull PLLC
II I Center Street, Suite 1900
Little Rock, Arkansas 72201
(501) 379-1700
AMENDED AND RESTATED BILL, OF ASSURANCE
FOR LOT I I-430 SHOPPER'S MALL ADDITION TO THE CITE' OF LITTLE ROCK
PULASKI COUNTS ARKA.NSAS
KNOW ALL PERSONS BY THESE PRESENTS:
WHERE,AS, BAPTIST HEALTH, an Arkansas non-profit corporation ("Declarant"), is the
owner of Lot 1, I-430 Shopper's Mall Addition to the City of Little Rock, Pulaski County, Arkansas, and
being shown on plat recorded as Plat No. B-861 (the "Property"-
WHEREAS, the Property is subject to that certain Bill of Assurance, dated March 23, 1984, and
recorded on May 1, 1986 as Instrument 986-25019 in the real property records of Pulaski County, Arkansas
(the "Original Bill of Assurance'');
WHEREAS, the Original Bill of Assurance was made in connection with that certain plat of the
Property, dated August 2, 1984, and recorded on May 1, 1986 as Plat No. B-861 in the real property records
of Pulaski County, Arkansas (the "Original Plat");
W)``EREAS, Declarant has caused the Property to be subdivided and replated into two (2) lots, Lot
lA and Lot 1B (the "Lots"), as shown on that certain Replat of Lot 1, I-430 Shopper's Mall Addition to the
City of Little Rock, Pulaski County, Arkansas, dated _ , 2025, and recorded only 20251 as
Plat No. in the real property records of Pulaski County, Arkansas (the "Replat");
WHEREAS, Declarant desires to subject the Property to certain protective covenants, conditions,
restrictions, reservations, easements, and other servitudes as set forth herein (this "Bill of Assurance") to
promote a uniform plan for the use and development of the Property and to enhance and protect its value
and desirability; and
WHEREAS, Declarant wishes to amend and restate the Original Bill of Assurance in its entirety
with this Bill of Assurance.
NOW, THEREFORE, for and in consideration of the benefits to accrue to the Property and to
adjoining property owned by Declarant (fine "Adjoining Property"), the sufficiency of which is hereby
acknowledged, Declarant does hereby declare that the Property shall be held, conveyed, encumbered,
improved, occupied, and used subject to the terms and conditions of this Bill of Assurance. Declarant further
states, declares, and imposes as follows:
1. Incorporation of Recitals and Definitions. The recitals set forth above are hereby
incorporated into and made a material part of this Bill of Assurance as if frilly set forth in this Section. All
capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the
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recitals or as otherwise provided herein. As used in this Bill of Assurance: "Owner" or "Owners" means,
individually or collectively, the record owner(s) of fee simple title to any Lot subject to this Bill of
Assurance, as reflected in the real estate records of Pulaski County, Arkansas. The term "Owner" includes
any entity or person holding title as a trustee, corporate entity, limited liability company, partnership, or
other legal form of ownership, but expressly excludes any person or entity holding only a leasehold interest,
license, or other right of occupancy. The term also excludes any party having an interest in a Lot merely as
security for the performance of an obligation (such as a mortgagee, deed of trust beneficiary, or lienholder)
unless and until such party acquires fee simple title through foreclosure, deed in lieu, or similar action.
Where the context requires, the term "Owner" also includes the authorized successors and assigns of the
record owner.
2. Repegl and Replacement of Origimd Bill of Assurance. This Amended and Restated Bill
of Assurance supersedes, replaces in full, and shall be deemed a complete restatement of the Original Bill
of Assurance. From and after the date this Amended and Restated Bill of Assurance is recorded in the real
estate records of Pulaski County, Arkansas, the Original Bill of Assurance shall be of no further force or
effect and shall be deemed null and void, and this Amended and Restated Bill of Assurance shall govern
and control the Lots.
3. Plat Reference and Lot Designation.
a. Ncnne and Designation. of Subdir,ision. The Property, as depicted on the Replat,
shall be and is hereby designated and established as "Replat of Lot 1.1-4.30 Shopper's Mall Addition to the
Cily of Little Rock: Pulaski County, _Arkansas." This name shall constitute the official designation of the
subdivision for all legal, municipal, and recording purposes, and may be referenced as such in deeds,
easements, mortgages, lien filings, and other documents of record.
b. Sufficiency of Lot Reference. Any deed, lease, easement, mortgage, or other
instrument of conveyance or encumbrance that describes the Property, or any part thereof, by reference to
the lot number or name shown on the Replat shall be deemed a sufficient legal description of such parcel,
whether or not a metes -and -bounds description is included and shall be admissible in evidence and
enforceable for all purposes under Arkansas law.
C. Incorporation of Plat by Refe7°e77ce. The Replat is hereby incorporated into this
Bill of Assurance by this reference and made a part hereof for all purposes as if fully set foi lh herein. Tile
boundaries, dimensions, easements, dedications, notes, and restrictions shown on the Replat shall be
binding upon all Owners, their- successors and assigns, and shall have the same force and effect as if repeated
verbatim in this Bill of Assurance. Any amendments, corrections, or supplements to the Replat hereafter
recorded in compliance with applicable law shall likewise be incorporated into this Bill of Assurance by
reference without the need for further amendment.
d. Resolution of Conflicts. In the event of any conflict or inconsistency between the
terms of the Replat and the terms of this Bill of Assurance, the provisions of this Bill of Assurance shall
control, unless such application would violate applicable municipal ordinances or state law, in which case
the provision shall be interpreted to give effect to both instruments to the greatest extent permissible. Where
ambiguity exists, the interpretation that best furthers the Declarant's development intent and the general
plan of development shall govern.
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4. Dedication of Easements.
a. Public Easement Dedications. Declarant hereby donates, dedicates, confirms, and
establishes for public use, for the benefit of the City of Little Rock and public and private utility providers,
those certain easements as shown on the Replat for purposes of access, ingress, and egress; stormwater and
surface drainage; and installation, operation, maintenance, repair, and replacement of utility infrastructure,
including without limitation electric power, gas, water, sanitary sewer, storm sewer, telephone,
telecommunications, cable television, fiber optic, broadband, and similar services (collectively, the "Public
Easements"). These Public Easements are hereby conveyed subject to the express condition that the City of
Little Rock and each utility provider granted rights herein shall have full rights of access to, from, and
across the easement areas for installation, inspection, maintenance, repair, replacement, or upgrade of utility
lines, mains, facilities, or improvements, whether located above or below ground, and may authorize agents,
contractors, and assigns to exercise such rights on their behalf.
b. Use Restrictions Within Easements. No structure, improvement, landscaping, or
other obstruction shall be placed or maintained within any easement area shown on the Replat that would
interfere with the rights of access, installation, or maintenance described herein. The City of Little Rock
and each utility provider shall have the right to remove any obstruction that interferes with such access or
usage, without liability for damages arising from such removal, except in the case of gross negligence or
willful misconduct.
C. Setbacks. Setback lines as depicted on the Replat are hereby established and shall
constitute building restriction lines beyond which no permanent structure may be placed, constructed, or
maintained, except as otherwise permitted by applicable zoning codes or ordinances. The setback areas
shall remain open and unobstructed by any vertical construction other than fences, driveways, signage
structures, or similar improvements that are expressly permitted by the City of Little Rock or as allowed by
variance. Parking, driveways, lighting, and landscaping may be installed within the setbacks.
d. Little Rock Development Requirements. Declarant, and all current and future
Owners, successors, grantees, and assigns of the Lots subject to this Bill of Assurance and as depicted on
the Replat, expressly acknowledge and agree that all applicable ordinances, codes, rules, and regulations of
the City of Little Rock, Arkansas (as amended from time to time), shall be strictly followed and observed.
In the event of any conflict between the provisions of this Bill of Assurance or the Replat and the ordinances
of the City of Little Rock, such ordinances shall control and take precedence. All buildings and other
improvements constructed on any Lot shall comply with the minimum building setback lines shown on the
Replat and shall be constructed in accordance with the Building Code, Zoning Ordinance, and all other
applicable land use and development regulations of the City of Little Rock, Arkansas, as the same may be
amended from time to time.
5. Plat and Bill of Assurance as Delivery.
a. Effect of Recordation. The recordation of the Replat and this Bill of Assurance in
the real estate records of Pulaski County, Arkansas, shall constitute a valid, complete, and irrevocable
delivery, dedication, and acceptance of all easements, rights -of -way, and dedications shown or described
thereon or herein, including but not limited to the public easements, utility easements, drainage easements,
and access rights identified in Sections 3 and 4 above. Stich recordation shall be deemed conclusive
evidence of Declarant's intent to establish the development scheme, covenants, and easement rights
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applicable to the Property, and to subject the Property to the restrictions and benefits set forth in this Bill
of Assurance.
b. Incorporation of Plat by Reference. The Replat, as recorded, is hereby
incorporated by reference into this Bill of Assurance as if fully set forth herein. Any rights, easements,
dedications, reservations, and notations appearing on the face of the Replat shall be binding upon all Owners
of the Property and shall have the same force and effect as if repeated verbati n in this Bill of Assurance.
In the event of a conflict between the Replat and this Bill of Assurance, the provisions of this Bill of
Assurance shall control, except to the extent doing so would be contrary to applicable municipal ordinances
or state law.
C. Priority) and Conflict Resolution. The rights, easements, and dedications accepted
by the City of Little Rock pursuant to the Replat shall be enforceable by the City or its successors, and
Declarant shall have no obligation to take any further action to vest title in or perfect such dedications
beyond recording the Replat and this Bill of Assurance. Similarly, the private rights and easements reserved
by Declarant in favor of the Adjoining Property, as set forth herein, shall be fully effective without the need
for further conveyance, instrument, or acceptance by the beneficiaries thereof.
d. Supplemental Instruments Permitted. Declarant may record such supplemental or
confirmatory instruments as may be necessary to clarify or perfect the dedications or reservations herein or
on the Replat, but no such further documentation shall be required for the frill effectiveness of the same as
against all Owners, successors, assigns, and third parties having notice, whether actual or constructive.
6. Access Easement and Maintenance.
a. Establishment of Easement. Declarant hereby establishes and declares the
existence of a perpetual, non-exclusive access easement over, across, and upon the thirty-foot (30') wide
strip of land as depicted on the Replat and shown on Exhibit A to this Bill of Assurance (the "Access
Easement Area"), for the benefit of all present and future Owners and their respective tenants, occupants,
invitees, employees, contractors, agents, guests, and emergency service providers. The Access Easement
Area shall serve as a shared means of vehicular and pedestrian ingress and egress connecting Colonel Glenn
Boulevard to South Bowman Road and shall at all times remain open and unobstructed for lawful access,
subject to temporary closures necessary for maintenance, repairs, improvements, safety concerns, medical
facility operations, or in the event of an emergency, with Declarant providing reasonable advance notice of
plarnied closures when practicable.
b. Maintenance Obligation. Declarant shall be responsible for the management,
maintenance, repair, and replacement of the Access Easement Area, including the paved surface, subgrade,
curbing, striping, signage, lighting, drainage features, and any other improvements located therein.
Declarant shall have primary discretion in determining the nature, timing, and scope of any maintenance,
resurfacing, or capital repair activities; provided, however, that if the Owner of Lot IA reasonably believes
that the condition of the Access Easement Area presents a material safety hazard or unreasonably interferes
with access to Lot IA, and Declarant does not agree to undertake corrective action, then the following
process shall apply: (i) Lot IA shall provide Declarant with written notice describing the nature of the
alleged deficiency or hazard and requesting specific corrective measures; (ii) Declarant shall respond in
writing within thirty ('30) days stating whether it agrees to undertake such work and, if not, its basis for
declining; (in) If Declarant declines or fails to respond, the parties shall meet in good faith within fifteen
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(15) days to discuss resolution; and (iv) If the parties are unable to reach agreement within thirty (30) days
thereafter, either party may submit the matter to binding arbitration under the Commercial Arbitration Rules
of the American Arbitration Association, with venue in Little Rock, Arkansas, and one neutral arbitrator.
Any maintenance or repair work performed or approved by Declarant shall be deemed to satisfy Declarant's
obligations under this Section unless proven by clear and convincing evidence to be materially deficient or
grossly negligent. Notwithstanding any provision herein, Declarant shall not be liable to any Owner,
occupant, or third party for injuries, damages, or losses occurring in, on, or arising out of the Access
Easement Area, except to the extent directly caused by Declarant's gross negligence or willful misconduct.
Without limiting the foregoing, Declarant shall not be deemed to insure the condition of the Access
Easement Area or to assume liability for acts or omissions of third parties, vehicular accidents, weather -
related deterioration, or conditions beyond Declarant's control. Declarant may perform its responsibilities
hereunder directly or through third -parry contractors, managing agents, or affiliates, and may include
reasonable administrative overhead and supervisory costs in the reimbursable maintenance expenses
charged to the Omer of Lot IA under this Bill of Assurance.
c. Snoi-v and Ice Removal. Declarant shall have no obligation whatsoever to remove
snow or ice from the Access Easement Area or to apply salt, sand, or de-icing agents, and any such actions
voluntarily undertaken by Declarant shall not create any duty, standard of care, or ongoing obligation with
respect to snow and ice removal. In the event Declarant, in its sole discretion, performs any snow or ice
removal or mitigation efforts, whether directly or through a third -party contractor, such action shall not be
deemed to create a continuing obligation to do so in the fixture, nor shall it impose upon Declarant any
heightened standard of care or duty of care toward any Owner, occupant, or third party. Declarant expressly
disclaims any duty to patrol, monitor, or preemptively respond to weather -related conditions in the Access
Easement Area. Without limiting the foregoing, Declarant shall have no obligation to perform snow or ice
removal at any time when Declarant's primary business operations on Lot 1B are closed due to inclement
weather, holidays, or other business -related closures. All parties using the Access Easement Area shall do
so at their own risk wider such conditions, and each Owner shall be responsible for informing its tenants,
invitees, employees, and guests accordingly. No action or inaction by Declarant under this subsection shall
subject Declarant to liability for personal injury, property damage, or other loss arising from snow, ice,
freezing precipitation, or related surface conditions in or on the Access Easement Area, except in cases of
gross negligence or willful misconduct.
ZD
d. Cost Sharing by miner of Lot IA. The Owner of Lot 1 A shall reimburse Declarant
for fifty percent (50%) of all actual, reasonable costs and expenses incurred by Declarant in connection
with maintaining, repairing, replacing, resurfacing, or otherwise improving the Access Easement Area,
including but not limited to the cost of labor, materials, contractor fees, third -party vendor charges,
insurance, permits, administrative overhead, and reasonable management fees. Declarant shall invoice the
Owner of Lot IA no more frequently than monthly, with a reasonably itemized statement of costs. Each
invoice shall be payable within thirty (30) days of receipt. Any unpaid amounts shall bear interest at the
maximum rate permitted under applicable law.
C. Enforcement and Lien Rights. If the Owner of Lot IA fails to pay any amount due
under this Section within thirty (30) days following the invoice due date, Declarant shall have the right to
enforce the obligation by legal action and to recover all costs of collection, including reasonable attorneys'
fees and court costs. In addition, such unpaid amounts shall constitute a lien against Lot IA, which
Declarant may perfect by recording a notice of lien in the real property records of Pulaski County, Arkansas.
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Such lien shall be superior to all other liens or encumbrances recorded after the date of this Bill of
Assurance, except for liens for real estate taxes and assessments.
f. Restrictions on Alterations and Relocation. No Owner other than Declarant shall
have the right to construct, install, modify, repair, resurface, or otherwise alter any portion of the Access
Easement Area, including but not limited to pavement, signage, striping, lighting, landscaping, curbing, or
drainage improvements, without the prior written consent of Declarant. Declarant may withhold such
consent if, in its reasonable judgment, the proposed work would adversely affect the functionality, safety,
uniformity, or long-term maintenance of the Access Easement Area. No fences, gates, walls, barriers,
dumpsters, loading zones, trees, shrubs, signage, or other obstructions or improvements shall be placed,
maintained, or permitted within the Access Easement Area by any party other than Declarant, unless
expressly approved in writing by Declarant and the Owner of Lot IA. Declarant shall have the right, but
not the obligation, to remove any unauthorized item or obstruction placed in the Access Easement Area by
any Owner or occupant, and the reasonable cost of such removal shall be reimbursed by the offending party.
Declarant and the Owner of Lot I may, by mutual written agreement not to be unreasonably withheld,
conditioned, or delayed, relocate, realign, or reconfigure the Access Easement Area, in whole or in part,
provided that (i) the new location provides reasonably equivalent vehicular and pedestrian functionality;
(ii) the reconfigured easement remains a connector between Colonel Glenn Boulevard and South Bowman
Road; and (iii) the relocation is recorded in the real estate records of Pulaski County, Arkansas. Upon
recordation, the relocated easement shall be deemed the Access Easement Area for all purposes under this
Bill of Assurance, and all rights and obligations herein shall apply thereto.
g. Binding Effect. The easement rights and obligations described in this Section shall
run with the land and shall be binding upon and enforceable against all present and future Owners, their
successors and assigns. This Section shall survive the sale, conveyance, lease, or subdivision of any Lot.
7. Parking. Each Owner shall be solely responsible for providing, maintaining, and policing
the parking areas located on its respective Lot. No cross -parking easement is granted or implied under this
Bill of Assurance, and neither Declarant nor the Owner of Lot 1 A shall have any right to use the other's
parking areas for customer, employee, vendor, or other parking, whether temporary or permanent, except
as may be separately granted by written agreement recorded in the real estate records of Pulaski County,
Arkansas.
8. Each Owner shall use reasonable efforts to ensure that its employees, tenants, customers,
contractors, and invitees park exclusively on such Owner's Lot and not within any portion of the other Lot.
Each Owner shall be responsible for managing and enforcing compliance with this obligation, including
addressing unauthorized parking that originates from its Lot or operations. The Owners shall cooperate in
good faith to prevent parking -related conflicts and to promote orderly vehicular use of their respective
properties, Nothing in this Section shall prohibit informal, temporary accommodations between the Owners
from time to time, provided such arrangements do not create any permanent rights, licenses, or easements
unless formalized in a written instrument executed by both parties and recorded of record. Each Owner
shall, at all times, be solely responsible for ensuring that the improvements and parking areas on its Lot
comply with the minimum off-street parking requirements imposed by the City of Little Rock Zoning
Ordinance or any applicable development approvals, including any required parking ratios based on square
footage or use classification. Declarant shall not be responsible for any deficiency in parking on Lot IA,
and nothing in this Bill of Assurance shall be construed to require Declarant to provide, reserve, or
supplement parking capacity for Lot IA. This Section is intended to prevent the creation of any implied
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reciprocal parking rights, and no conduct or inaction by Declarant or any Owner shall be construed as
granting such rights by estoppel, prescription, or implication.
9. Use Restrictions.
a. Permitted Uses —Lot IB. Lot 1B may be used for any lawful purpose authorized
by the City of Little Rock's then -applicable zoning classification, including any conditional use, variance,
planned development approval, or rezoning applicable to Lot 1B (collectively, the "Zoning Entitlements"),
as such entitlements may be amended or reinterpreted from time to time. Nothing in this Bill of Assurance
is intended, and shall not be construed, to restrict, prohibit, or impair any use of Lot 1B that is expressly
permitted under the Zoning Entitlements, except to the extentthat such use is expressly prohibited or limited
elsewhere in this Bill of Assurance.
b. Permitted Uses —Lot M. Lot IA may be used only for one or more of the following
business purposes: (1) retail or branch banking operations by a bank or other financial institution; (ii) a title
company; (iii) an insurance company; (iv) a legal or accounting firm; (v) a mortgage company; (vi) a trust
office; and/or (vii) a medical office, provided that any such medical office shall be operated by one or more
physicians or medical personnel who are privileged within the Baptist Health system, and further provided
that the use of Lot IA as a medical office shall be subject to the prior written consent of Baptist Health,
which consent shall not be unreasonably conditioned, delayed, or denied. No other use shall be permitted
on Lot 1 A, regardless of whether such use is otherwise permitted under the applicable zoning classification
or by the City of Little Rock or Zoning Entitlements, unless and until this Declaration is amended with the
consent of Baptist Health in accordance with its terms. All permitted uses shall at all times comply with all
applicable laws, ordinances, and regulations, including zoning and land use restrictions of the City of Little
Rock.
C. No Tfzaiver of Zoning Compliance. Nothing herein shall be construed to waive,
replace, or reduce the obligation of any Owner or occupant to comply with all applicable zoning, land use,
licensing, or permitting requirements imposed by the City of Little Rock or other governmental authorities.
Approval of a use by the City does not supersede or waive the private restrictions set forth in this Section.
10. Propedy Maintenance. Each Owner shall, at its sole cost and expense, maintain its
respective Lot, including all buildings, improvements, landscaping, driveways, sidewalks, signage, lighting,
fences, and other visible features, in a neat, clean, attractive, and well -maintained condition consistent with
first-class commercial development standards in Pulaski County, Arkansas. All refuse and debris shall be
regularly removed, grass and landscaping shall be maintained in a healthy condition, and all structures and
improvements shall be kept in good repair and condition, free of visible damage, deterioration, or neglect.
No portion of any Lot shall be permitted to become overgrown, dilapidated, unsightly; or otherwise detract
from the overall aesthetic and commercial quality of the development. Declarant (so long as it owns any
portion of the Property) shall have the right, but not the obligation, to notify any Owner of a failure to
comply with this Section, and such Owner shall, within thirty (30) days of written notice (or such longer
period as may be reasonably necessary to cure), correct any condition deemed by Declarant to be in
violation. If such Owner fails to timely cure the violation, Declarant shall have the right to pursue any and
all legal or equitable remedies, including injunctive relief, specific performance, and recovery of reasonable
attorneys' fees and costs incurred in connection with enforcement.
11. Insurance.
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a. Property Insurance. Each Owner shall, at its sole cost and expense, maintain
special form (formerly Imown as "all risk") property insurance on all buildings, structures, and
improvements located on its respective Lot, in an amount not less than the full replacement cost thereof,
without deduction for depreciation, including coverage for vandalism, malicious mischief, sprinkler
leakage, and, if applicable, boiler and machinery coverage. Each Owner shall be solely responsible for
insuring its own personal property and any improvements or betterments located on its Lot.
b. Commercial General Liability Insurance. Each Owner shall also maintain
commercial general liability insurance covering claims for bodily injury, death, and property damage
occurring on or about its respective Lot, including contractual liability, personal injury, and products -
completed operations coverage, in amounts not less than $1,000,000 per occurrence and $3,000,000 general
aggregate. Such insurance may be carried under a blanket or umbrella policy so long as the coverage limits
and scope are not reduced below the required minimums. Each Owner shall name the other Owner as an
additional insured tinder such liability policies.
C. Automobile Liability Insurance. Each Owner shall maintain automobile liability
insurance covering all owned, leased, hired, and non -owned vehicles used in connection with operations on
or serving its respective Lot. Such insurance shall provide coverage for bodily injury, death, and property
damage, with combined single limits of not less than $1,000,000 per occurrence. Coverage shall include
liability arising out of the use of private passenger vehicles, light trucks, and delivery or service vehicles
operated by the Owner, its employees, agents, contractors, or invitees in connection with the Lot and use of
the Access Easement Area. To the extent either Owner util izes third -party delivery, construction, or service
contractors, such Owner shall require such contractors to carry automobile liability insurance in
commercially reasonable amounts. Each Owner may satisfy the requirements of this subsection through a
combination of primary and umbrella or excess liability coverage.
d. Evidence of Coverage. Upon written request by the other Owner, each party shall
deliver a certificate of insurance or other customary evidence of coverage demonstrating compliance with
this Section. Each Owner shall use reasonable efforts to ensure that its policies require the insurer to provide
not less than ten (10) days' prior written notice of cancellation for nonpayment of premium and not less
than thirty (30) days' notice for all other cancellation or material coverage changes.
e. Mutual Maiver of Subrogation. Each Owner hereby waives, and shall cause its
insurers to waive, any right of subrogation against the other Owner and its agents, affiliates, employees,
and contractors, to the extent covered by insurance maintained (or required to be maintained) tinder this
Section. No Owner shall be liable to the other for any loss or damage that is insured or required to be insured
under this Section, even if such loss is caused in whole or in part by the negligence of the other Owner.
f. No Obligation to Insure the Other Lot. Nothing in this Section shall be construed
to require either Owner to insure the other Owner's Lot, nor shall any Owner be liable for failure to maintain
insurance coverage for the other Lot or for any uninsured loss incurred by the other party. Each Owner shall
bear the risk of noncompliance with its own insurance obligations.
g. Self -Insurance Option. In lieu of maintaining one or more of the above -referenced
insurance policies through a third -party carrier, an Owner may elect to self -insure, in whole or in part,
provided that (1) such Owner maintains a net worth of not less than $50 million (or equivalent coverage
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reserves if the self-insurance is held through a captive insurance program or parent company); (11) such
election is made in a writing delivered to the other Owner; and (iii) such Owner provides, upon reasonable
request, evidence of financial capacity to support such self-insurance. The right to self -insure may be
revolted upon thirty (30) days' written notice by the other Owner if the self -insuring parry fails to satisfy
these conditions. An Owner that properly self -insures shall be deemed to have satisfied the insurance
requirements set forth in this Section with respect to the coverages self -insured.
12. Indernnification. Each Owner (the "Indemnifying Party") shall indemnify, defend, and hold
harmless the other Owner (the "Indemnified Party"), and the Indemnified Party's affiliates, officers,
directors, managers, members, employees, agents, and contractors, from and against any and all losses,
liabilities, damages, costs, claims, demands, actions, causes of action, penalties, fines, judgments, and
expenses (including reasonable attorneys' fees and court costs) arising from or related to: (1) any injury to
persons (including death) or damage to property occurring on or about the Indemnifying Party's Lot, except
to the extent caused by the negligence or willfill misconduct of the Indemnified Party; (11) any breach by
the Indemnifying Party of this Bill of Assurance; or (ill) the negligence or willful misconduct of the
Indemnifying Party or its tenants, agents, contractors, employees, invitees, or licensees in or about the
Property. The obligations under this Section shall survive the expiration or termination of this Bill of
Assurance and shall run with title to the applicable Lot. Nothing in this Section shall be construed to
svaive, limit, or abrogate any immunity or defense available to either party under- applicable law,
including but not limited to any immunity from suit or liability afforded to a party due to its
charitable, nonprofit, or governmental status. Baptist Health expressly reserves all rights, immunities,
and defenses available to it as a charitable organization under Arkansas law and federal law. The inclusion
of indemnification obligations shall not constitute a waiver of any right to assert charitable immunity, and
the parties expressly reserve all such rights.
13. Bill of Assurance Runs with the Land.
a. Covenants as Equitable Servitudes. The covenants, conditions, restrictions,
reservations, easements, equitable servitudes, liens, and charges set forth in this Bill of Assurance
(collectively, the "Covenants") are imposed pursuant to a common scheme and general plan for the use,
development, and protection of the Property, and are intended to create enforceable equitable servitudes
that shall run with the land in perpetuity, unless otherwise expressly provided herein.
b. Binding Effect on Successors and Assigns. The Covenants shall be binding upon
and inure to the benefit of Declarant, each Owner of any portion of the Property, and their respective heirs,
successors, personal representatives, tenants, grantees, licensees, invitees, occupants, and assigns. Any person or entity who acquires any right, title, or interest in the Property, or any portion thereof, by deed,
lease, contract, inheritance, operation of law, foreclosure, or otherwise, shall take subject to and be bound
by this Bill of Assurance, whether or not the instrument of transfer specifically refers to this Bill of
Assurance.
C. Benefit to the Property. The Covenants are made for the direct and mutual benefit
of the Property and each and every part thereof and shall be construed to create mutual and reciprocal rights
and obligations enforceable by Declarant and by any Owner of any portion of the Property, subject to the
enforcement provisions set forth herein. Each portion of the Property is burdened with and benefitted by
the Covenants, which are appurtenant to the land and not merely personal to any Owner.
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d. No Requirement of Privity or Consideration. It is the express intent of Declarant
that the Covenants shall bind all successors in title to the Property without the necessity of privity of estate
or contract, and without the necessity of additional consideration being given. No Owner shall be released
from coinpliance with this Bill of Assurance by reason of a failure of any other person to comply with the
same.
C. Nonivaiver of Covenants. The failure of Declarant or any other person entitled to
enforce this Bill of Assurance to take action to enforce any provision hereof shall not be deemed a waiver
of the right to do so thereafter. The Covenants shall remain fully effective and enforceable regardless of
any prior leniency, forbearance, or course of dealing, and no waiver shall be effective unless madein writing
by the party granting the waiver.
14. Perpetuity atxd Amendment.
a. Perpetual DO-ation. Except as otherwise expressly provided in this Bill of
Assurance or by applicable law, the Covenants set forth herein shall run with the land and remain in full
force and effect in perpetuity. These Covenants shall bind all Owners of any portion of the Property, and
their respective successors and assigns, for so long as the Property remains subject to this Bill of Assurance.
b. Amendment Procedure. This Bill of Assurance may be amended or terminated at
any time by a written instrument executed by the Owners of both Lot 1 A and Lot 1 B, which consent shall
not be unreasonably withheld, conditioned, or delayed; provided, however, that Declarant shall have the
unilateral right to amend this Bill of Assurance without the consent of any other Owner to correct any
scrivener's errors. No such amendment or termination shall be effective unless: (1) the amendment or
termination is set forth in a written instrument executed with the formalities of a deed; (ii) such instrument
references the instrument number and recording information for this Bill of Assurance; and (111) such
instrument is duly recorded in the real estate records of Pulaski County, Arkansas.
Declarant is mindful of the Arkansas Court of Appeals' decision in Rausch C01e7ncnn Homes, LLC v. Brech,
2009 Ark. App. 225 (the "Decision"), and expressly states that it does not intend the Decision to restrict,
delay, or limit the ability of Declarant or the Owners to amend this Bill of Assurance at any time during its
existence. Declarant intends for this Bill of Assurance to be subject to amendment from and after the date
of its initial recording, and any ambiguity as to whether such amendments are permitted shall be resolved
in favor of allowing such amendments.
c. Effect of Amendment. Any amendment or termination adopted in accordance with
this Section shall be binding upon and shall run with the land as to all current and future Owners, regardless
of whether such Owners executed or expressly consented to the amendment and shall be enforceable to the
same extent as if originally set forth in this Bill of Assurance.
15. General Provisions.
a. Governing Lcnv and Venue. This Bill of Assurance shall be governed by and
construed in accordance with the laws of the State of Arkansas, without regard to conflict of law principles.
Any dispute arising under or related to this Bill of Assurance shall be brought exclusively in the state courts
located in Pulaski County, Arkansas, or the United States District Court for the Eastern District of Arkansas,
and the parties consent to the personal jurisdiction and venue of such courts.
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b. Construction and Interpretation. Headings and section titles used in this Bill of
Assurance are for convenience of reference only and shall not affect the meaning or interpretation of any
provision. Whenever required by the context, the singular shall include the plural and the plural the singular;
the use of any gender shall be deemed to include all genders. The term "including" shall be construed as
"including without limitation."
C. Severability. If any provision of this Bill of Assurance is held to be illegal, invalid,
or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the
minimum extent necessary to make it legal, valid and enforceable. If such modification is not possible, such
holding shall not affect the validity or enforceability of the remaining provisions, which shall remain in full
force and effect.
d. Binding Effect; Covenant Running tirith the Land. All provisions of this Bill of
Assurance shall be deemed to run with the land and shall be binding upon and inure to the benefit of
Declarant, all Owners, and their respective heirs, successors, legal representatives, and assigns. Each
grantee of any interest in the Property, by acceptance of a deed or other instrument of conveyance,
acknowledges and agrees to be bound by the terms of this Bill of Assurance.
e. No YTTaiver. No delay or failure by Declarant or any Owner to enforce any provision
of this Bill of Assurance, regardless of duration or frequency, shall be deemed a waiver of the right to
enforce that provision or any other provision at any time. Each violation shall be deemed separate and
distinct, allowing enforcement regardless of past practices or enforcement decisions. No waiver shall be
effective unless made in writing and signed by the party granting the waiver.
f. Cztn2u1 .tive Remedies. The rights and remedies provided in this Bill of Assurance
shall be cumulative and in addition to any and all rights and remedies available at law or in equity. The
exercise of any right or remedy shall not preclude the simultaneous or subsequent exercise of any other
right or remedy.
g. Notice. An}� notice required or permitted to be given tinder this Bill of Assurance
shall be in writing and shall be deemed delivered (a) when personally delivered; (b) three (3) days after
being deposited in the United States mail, postage prepaid, certified or registered mail, return receipt
requested; (c) one (1) business day after being sent by a nationally recognized overnight courier service; or
(d) when transmitted by email with confirmation of receipt, provided that the receiving parry has supplied
an email address for such purpose in writing. For purposes of notice to any Owner, unless otherwise
specified in writing by such Owner, notice may be sent to the mailing address shown in the records of the
Pulaski County Assessor's Office for the parcel owned by such Owner. Notice to Declarant shall be
addressed to the mailing address shown for Declarant in the real property records of Pulaski County or to
such other address as Declarant may designate by written notice recorded in such records.
h. No PuNic Dedication. Nothing contained in this Bill of Assurance shall be deemed
to constitute a dedication of any portion of the Property to the public or to any public use, unless expressly
stated herein or shown on the recorded Plat as a public dedication to a governmental entity or public utility.
[Signatures Follow]
4719\15601\Colonel Glenn\Bill of Assurance 082025 (002).docx
IN WITNESS WHEREOF, Declarant has hereunto caused this Bill of Assurance to be executed by
its duly authorized representative on the day of r�._.;,� ; J 2025.
BAPTIST HEALTH,
an Arkansas non-profit corporation
�l
Name:
Title:
STATE OF ARKANSAS )
) ss. ACKNOWLEDGMENT
COUNTY OF PULASKI )
BE IT REMEMBERED, that on this day, before me, a Notary Public, duly commissioned,
qu_a_lified. and acting, within and. for the said county and state, appeared in person the within named
to me personally well known, who stated that he/she was the
of Baptist Health, an Arkansas non-profit corporation, and was duly authorized in that
capacity to execute the foregoing instrument for and in the narne and behalf of said corporation, and further
stated and acknowledged that lie had so signed, executed, and delivered said foregoing instrument or the
consideration, uses, and purposes therein mentioned and set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this �"� day of
2025.
NOTARY PUBLIC ;r
My Commission Expires: 0' ,2 —C J _' 's y
[SEAL] TAM, -BRA M. GUFFEY
Norary Public -Arkansas
Saline County
My Commission Expires 02-03-2034
Commission ;: 12396963
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