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1 RESOLUTION NO. 10,826
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3 A RESOLUTION TO AUTHORIZE ENTRY INTO AN AGREEMENT
4 BETWEEN THE CITY AND BG EXCELSIOR LIMITED PARTNERSHIP
5 ENTITLED "AMENDED, RESTATED AND SUBSTITUTED LEASE
6 AND CONCESSION AGREEMENT "; TO AUTHORIZE AN ESCROW
7 AGREEMENT BY AND AMONG BEACH ABSTRACT & GUARANTY
8 COMPANY, BG EXCELSIOR LIMITED PARTNERSHIP, A TENNESSEE
9 LIMITED PARTNERSHIP, AND THE CITY; TO AUTHORIZE THE
10 MAYOR AND CITY CLERK TO EXECUTE ALL DOCUMENTS
11 NECESSARY TO ENTER INTO THE LEASE AND ESCROW
12 AGREEMENT; TO REPEAL ANY PRIOR LEASE AGREEMENTS FOR
13 ANY OF THIS SAME PROPERTY; AND FOR OTHER PURPOSES.
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15 WHEREAS, the City of Little Rock, Arkansas, ( "City") acting in conjunction with its
16 Advertising and Promotion Commission ( "the Commission "), entered into a Construct and
17 Lease Agreement ( "Construct & Lease Agreement ") with Little Rock Center Associates, LTD,
18 an Arkansas limited Partnership, dated April 17, 1979, pursuant to authority granted to the
19 City in Little Rock, Ark., Resolution No. 6116 (April 3, 1979), and
20 WHEREAS, this Construct and Lease Agreement was amended by the First
21 Amendment to the Construct & Lease Agreement ( "First Amendment ") dated August 21,
22 1980, and the City entered into this First Amendment pursuant to authority granted in Little
23 Rock, Ark., Resolution No. 6396 (August 5, 1980), and as evidenced by that certain
24 Memorandum of Lease Agreement dated September 11, 1980, filed for record on September
25 15, 1980 and recorded as Instrument No. 80 -39548 in the Office of the Circuit Clerk and Ex-
26 Officio Recorder of Pulaski County, Arkansas, and by a certain First Amendment to
27 Memorandum of Lease Agreement, dated February 9, 1983, and filed for record on February
28 10, 1983, and recorded as Instrument No. 83 -07008 in the Office of the Circuit Clerk and Ex-
29 Officio Recorder of Pulaski County, Arkansas, and by a correction to the First Amendment to
30 Memorandum of Lease Agreement, dated October 10, 1983, and filed for record on October
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1 10, 1983, and recorded as Instrument No. 83 -5216 in the Office of the Circuit Clerk and Ex-
2 Officio Recorder of Pulaski County, Arkansas, and
3 WHEREAS, without objection from the City, Little Rock Center Associates, Ltd., did
4 assign all of its rights and obligations under and pursuant to the Construct & Lease Agreement,
5 as amended, to M.S. Green -- Little Rock Corporation ( "M.S. Green ") an Arkansas
6 corporation, by that certain Assignment of City Lease, dated January 10, 1989, and filed for
7 record on January 13, 1989, and recorded as Instrument No. 89 -02711 in the Office of the
8 Circuit Clerk and Ex -Officio Recorder of Pulaski County, Arkansas, and
9 WHEREAS, the City, and in conjunction with the Commission, and pursuant to
10 authority granted in Little Rock, Ark., Resolution No. 8087 (January 9, 1989), made and
11 entered into a Second Amendment to Construct and Lease Agreement ("Second Amendment ")
12 dated January 10, 1989, amending the Construct & Lease Agreement, as evidenced by that
13 certain Memorandum of Second Amendment to Lease Agreement, dated January 13, 1989, and
14 filed for record on January 13, 1989, and recorded as Instrument No. 89 -02713 in the Office of
15 the Circuit Clerk and Ex -Officio Recorder of Pulaski County, Arkansas, and
16 WHEREAS, M.S. Green is now obligated to assign all of its rights and obligations under
17 and pursuant to the Construct & Lease Agreement, as amended, to BG Excelsior Limited
18 Partnership, a Tennessee limited partnership ( "BG Excelsior "), and
19 WHEREAS, upon the condition, and in anticipation, of the assignment by M.S. Green
20 to B.G. Excelsior, the City and BG Excelsior have reached agreement, in conjunction with the
21 Commission, on the terms and provisions of a new lease agreement entitled "Amended,
22 Restated and Substituted Lease and Concession Agreement' ( "Amended Lease & Concession
23 Agreement'), a copy of which has been filed with the City Clerk and is attached to this
24 resolution as Exhibit A, and
25 WHEREAS, as a part of this contemplated transaction, the City, in conjunction with
26 the Commission, BG Excelsior, and Beach Abstract & Guaranty Company ( "Escrow Agent')
27 have reached agreement on the terms and provisions of that certain Escrow Agreement
28 pertaining to the Amended Lease & Concession Agreement, a copy of which is on file with the
29 City Clerk and is attached to this resolution as Exhibit B, and
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WHEREAS, the terms and provisions of the Amended Lease & Concession
2 Agreement, and the terms and provisions of the Escrow Agreement, have been presented to the
3 Board of Directors of the City for its consideration and further action, with a recommendation
4 from the Commission that they be approved,
5 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
6 THE CITY OF LITTLE ROCK, ARKANSAS:
7 Section 1. The terms and conditions of the Amended Lease & Concession
s Agreement are hereby approved, and the Mayor and City Cler k are authorized and directed
9 to make, execute, deliver and perform the Amended Lease & Escrow Agreement, as set forth
10 in Exhibit A to this resolution, and as approved as to legal form by the City Attorney.
11 Section 2. The terms and conditions of the Escrow Agreement are hereby approved,
12 and the Mayor and City Clerk are authorized and directed to make, execute, deliver and
13 perform the Escrow Agreement, as set forth in Exhibit B to this resolution, and as approved as
14 to legal form by the City Attorney.
15 Section 3. In addition, the Mayor and City Clerk are hereby authorized; empowered,
16 and directed to take and perform any and all other steps, actions, or things deemed necessary
17 or desirable to fully effectuate the transactions contemplated by the Amended Lease &
18 Concession Agreement, and the Escrow Agreement, and to execute any necessary documents
19 that accomplish this purpose and are approved as to legal form by the City Attorney.
20 Section 4. Notwithstanding the provisions of this resolution, the Amended Lease &
21 Concession Agreement, or the Escrow Agreement, the authority granted in this resolution shall
22 not be effective until the City Clerk and the City Attorney have received a properly filed,
23 executed, and approved, judgment of dismissal with prejudice, without any expense or cost to
24 the City, of the pending litigation entitled M.S. Green -- Little Rock, Corporation v. City of Little
25 Rock, et al, No. IJ 99 -2237, Pulaski Chancery Court, Fifth Division.
26 Section 5. Severability. In the event any title, subtitle, section, subsection,
27 subdivision, paragraph, subparagraph, item, sentence, clause, phrase, or word of this resolution
28 is declared or adjudged to be invalid or unconstitutional, such declaration or adjudication shall
29 not affect the remaining portions of the resolution which shall remain in full force and effect as
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1 if the portion so declared or adjudged invalid or unconstitutional was not originally a part of the
2 resolution.
3 Section 6. Repealer. In addition to a specific repeal of the terms and provisions
4 of Little Rock, Ark., Resolution No. 6116 (April 3, 1979), Little Rock, Ark., Resolution No.
5 6396 (August 5, 1980), and Little Rock, Ark., Resolution No. 8087 (January 9, 1989), all laws,
6 ordinances, or resolutions, of parts of the same, that are inconsistent with the provisions of this
7 resolution are hereby repealed to the extent of such inconsistency unless such repeal would
8 affect the taxability of certain hotel and restaurant gross receipts tax bonds, or refunding bonds,
9 authorized by Little Rock, Ark., Ordinance No. 13,847 (August 5, 1980), Little Rock, Ark.,
10 Ordinance No. 15,139 (July 29, 1986), or Little Rock, Ark., Ordinance No. 16,448 (July 6,
11 1993), and the parking facilities bonds authorized by Little Rock, Ark., Ordinance No. 12,452
12 (May 4, 1980).
13 ADOPTED: May 23, 2000
14 ATTEST: APPROVED:
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17 Nancy Wood, C' y Clerk Jim ailey, Mayor
18 APPROVED AS TO LEGAL FORM:
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20 ho a w` kil
21 Thomas s M. Carpenter, C110 Attorney
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