HomeMy WebLinkAbout125131 RESOLUTION NO. 12,513
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3 A RESOLUTION TO AUTHORIZE THE CONSENT TO ASSIGNMENT OF CERTAIN PROPERTIES
4 FROM CAPITOL CITY HOTEL, LLC TO TB LITTLE ROCK, LLC (THE DOUBLETREE HOTEL);
5 TO AUTTHORIZE THE MAYOR, CITY MANAGER, AND CITY CLERK TO EXECUTE ANY DOCU-
6 MENTS NECESSARY TO AFFECT SUCH CONSENT AS THOSE DOCUMENTS ARE APPROVED
7 BY THE CITY ATTORNEY; TO ACCEPT THE RECOMMENDATION OF THE LITTLE ROCK AD-
8 VERTISING It PROMOTION COMMISSION TO ADOPT THIS RESOLUTION; AND FOR OTHER
9 PURPOSES.
10
11 WHEREAS, on November 2, 1994, the City and Capitol City Hotel, LLC ( "CCH "), executed a CON -
12 STRUCT AND LEASE PARKING AND CONCESSION AGREEMENT ( "the Agreement ") for the property currently oper-
13 ated as the Doubletree Hotel at Markham and Broadway in Little Rock, Arkansas, and
14 WHEREAS, the Agreement has been amended from time to time, and CCH and the City, upon rec-
15 ommendation of the Commission, have executed all such amendments, and
16 WHEREAS, Article VIII of the Agreement permits CCH to assign its right, title and interest in the
17 Agreement to another party with the consent of the City as recommended by the Little Rock Advertis-
18 ing £t Promotion Commission ( "the Commission "), and
19 WHEREAS, CCH has requested that the City approve a consent to assignment of the Agreement to
20 TB Little Rock, LLC ( "Trinity "), which will result in the continued operation of the property as a con -
21 vention hotel facility and which will otherwise comply with all terms of the Agreement and any
22 amendment to the Agreement, and
23 WHEREAS, because of litigation in Arkansas Riverview Development LLC v. City of Little Rock, et
24 al, No. 4:06CV817JLH (U.S. Dist. Ct., E.D. Ark.) ( "the Litigation "), there are certain documents to be
25 completed which wilt impact the properties in the Agreement and will ultimately necessitate a Fourth
26 Amendment to the Agreement, and
27 WHEREAS, at a special called meeting of the Commission on May 8, 2007, the Commission voted
28 unanimously to recommend that the City approve this assignment,
29 WHEREAS, closing for the assignment of this hotel is scheduled for a date in June, 2007, and the
30 City must finalize various documents prior to that time, and to provide its consent to the assignment
31 now in order to assure that all documents and other matters are completed in order to facilitate the
32 closing agreement between CCH and Trinity,
33 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE
34 ROCK, ARKANSAS:
35 Section 1. The City consents to this assignment subject to the provisions contained in Section 2 of
36 this Resolution, and authorizes the publication of this assignment on or after June 7, 2007, as required
37 by CCH and Trinity.
PAGE 'I OF 2]
Resolution to consent to the assignment of the Construction and Lease and Parking
qnd Concession Agreement from CCH, LLC, to Trinity, LLC
1 Section 2. The City authorizes this consent provided the final documents adequately protect the
2 interests of the City as to the following matters: (a)There is no material default in the Agreement be-
3 tween the date of this Resolution and the date of closing on the agreement between CCH and Trinity;
4 (b) Trinity has not made, or attempted to make, any additional assignment of its rights, title and inter -
5 ests in the property, after this consent, to any other party, firm, corporation, or entity of any kind, in
6 contradiction to Article VIII of the Agreement; (c) This consent will expire, and become null and void, if
7 the closing of the agreement between CCH and Trinity does not occur on or before August 6, 2007,
8 unless additional time is approved by this Board of Directors; (d) The parties to this assignment agree
9 in writing to the implementation of the settlement terms of the Litigation; (e) Trinity executes all nec-
10 essary documents and delivers the consent of any lender that will be involved with this assignment; (f)
11 Any involved tender for Trinity agrees in writing to the terms and conditions of any Third Amendment
12 to the Agreement made necessary because of settlement of the Litigation and, (g) Any and all addi-
13 tional documents as may be required by the Commission and the City are executed.
14 Section 3. Subject to the terms of this Resolution, and the approval as to legal issues and the
15 form of any documents by the City Attorney, the Mayor, City Manager, and City Clerk, are authorized
16 to execute any and all documents necessary to implement the terms of this consent and to effectuate
17 the assignment of the Agreement.
18 Section 4. Severability. In the event any title, section, paragraph, item, sentence, clause,
19 phrase, or word of this resolution is declared or adjudged to be invalid or unconstitutional, such decla-
20 ration or adjudication shall not affect the remaining portions of the resolution which shall remain in
21 full force and effect as if the portion so declared or adjudged invalid or unconstitutional was not origi-
22 natty a part of the resolution.
23 Section 15. Repealer. All laws, ordinances, resolutions, or parts of the same, that are incon-
24 sistent with the provisions of this resolution, including but not limited to any ordinances or resolutions
25 that have dealt with the lease agreements between the City and the operators of the convention hotel,
26 or the City and the Arkansas Bar Foundation, are hereby repeated to the extent of such inconsistency.
27 ADOPTED: May 8, 2007.
28 ATTEST: APPROVED:
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30
31 HanciWood, C' y Clerk Mark Stodola, Mayor
32 APPROVED AS TO LEGAL FORM:
33
34-�'�
35 Thomas M. Carpenter, City AJtorney
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37
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[PAGE 2 OF 2]
Resoiution to consent to the assignment of the Construction and Lease and Parking
qnd Concession Agreement from CCH, LLC, to Trinity, LLC