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HomeMy WebLinkAbout2623 RESOLUTION NO. 2,623 A RESOLUTION CONSENTING TO THE TRANSFER OF RIGHTS OF LITTLE ROCK BASEBALL COMPANY, INC. , TO ARKANSAS TRAVELERS BASEBALL CLUB , INC. ; AND FOR OTHER PURPOSES. WHEREAS, the Little Rock Baseball Company, Inc. , has transferred and set over unto the Arkansas Travelers Baseball Club, Inc. , its right of possession and certain interests in and to certain lands and improvements thereon, commonly known as Travelers Field; and WHEREAS, Little i.ock Baseball Company, Inc . , has transferred and set over unto Arkansas Travelers Baseball Club, Inc. , certain other rights and interests, in all of which the City of Little Rock is interested; and WHEREAS, the rights of the Arkansas Travelers Baseball Club, Inc. , pursuant to the Assignment and transfer from Little Rock Baseball Company, Inc. , are set forth in full in a certain Contract dated April 1, 1960, between the two corporations; and WHEREAS, it is desired by said corporations that the City of Little Rock consent, acquiesce, and agree in and to the said assign- ment and transfer of rights according to the terms of the Contract; NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF LITTLE ROCK, ARKANSAS: SECTION 1. The City of Little Rock does hereby consent, acquiesce, and agree in and to the transfer of certain rights, privileges and in- terests by and between Little Rock Baseball Company, Inc. , and Arkansas Travelers Baseball Club, Inc. , according to the terms and conditions set forth in a certain Agreement dated April 1, 1960, by and between said corporations, which Contract is set out in full in Section 2 hereof. SECTION 2. The Contract to which the City of Little Rock consents and agrees, and which has been fully executed by the Little Rock Baseball Company, Inc. , and Arkansas Travelers Baseball Club, Inc. , is in form and substance as follows : A G R E E M E N T THIS AGREEMENT made and entered into as of the first day of April, 1960, by and between LITTLE ROCK BASEBALL COMPANY, INC. , a corporation organized and doing business under the laws of the State of Arkansas, hereinafter called Lessor, and ARKANSAS TRAVELERS BASEBALL CLUB, INC. , a corporation organized and doing business un- der the laws of the State of Arkansas, hereinafter called Lessee, Witnesseth: WHEREAS, under and pursuant to the provisions of Little Rock City Ordinance No. 4856 passed by the City Council of the City of Little Rock, Arkansas, on May 11, 1931, Lessor has constructed, owns and operates certain improvements consisting of a grandstand and bleachers and related appurtenances and equipment for use in the playing of baseball and other professional sports, and for other purposes, on property of the City of Little Rock, Arkansas, described in said Ordinance as follows : Beginning at the southeast corner of the Fair Park, which said Park lies west of the City of Little Rock, for beginning point; runs thence west 225 feet, thence north 550 feet, thence east 225 feet, thence south 550 feet to point of beginning; and WHEREAS, the rights vested in Lessor under the provisions of said Ordinance run for a period of thirty-five (35) years from said date of May 11, 1931, that is to say, until May 11, 1966; and WHEREAS, said Lessor is vested with the right to occupy the following described lands for the purpose of carrying on baseball games and other sports, and for other purposes, under the provisions of that certain Lease Agreement entered into on the 19th day of May, 1931, by and between the Honorary Board for the Management and Operation of the State Hospital for Nervous Diseases and the Hospital Dairy Farm, - 2 - as owner, and Roy L. Thompson and S. G. Manning, as Trustees for Lessor, from said 19th day of May, 1931, until the first day of March, 1966, to-wit: Beginning at the southeast corner of the City Fair Park, said point being the south- west corner of the grounds of the State Hospital for Nervous Diseases, running thence east 225 feet, thence north 550 feet, thence west 225 feet, thence south 550 feet to place of beginning; and WHEREAS, in order to prevent Southern Association baseball from being irretrievably lost to the City of Little Rock and the State of Arkansas and the inhabitants thereof, a large group of public-spirited citizens has caused the incorporation of Lessee and its acquisition of a franchise for the operation of a fully recognized baseball club as a member of said Southern Association; and WHEREAS, it is necessary and desirable that all grandstand and other facilities owned by Lessor and situated on the above- described lands, be transferred to Lessee, together with all the rights of Lessor with respect to said lands under and by virtue of said Ordinance and agreement, for and during the remainder of the terms thereof; and WHEREAS, the parties hereto are desirous of reducing to writing their agreement whereby the aforesaid things and matters may be accomplished; NOW, THEREFORE, in consideration of the recitals hereof, and of the mutual promises and covenants herein contained, the parties hereto mutually agree as follows : 1. The parties hereto agree that there is vested in Lessor, pursuant to the aforesaid Ordinance and Lease Agreement, a lease- hold interest together with absolute ownership of the next described personal property which Lessor acquired and placed upon the pre- mises to implement its full use and possession. - 3 - a. The Lessor does hereby set over, transfer, rent, sublease and assign to Lessee all its right, title, and interest in and to the said above described lands, to- gether with all its rights and obligations under and by virtue of the aforesaid Ordinance and Lease Agreement, as of the 1st day of April, 1960, at and for the sum of Nine Thousand Dollars ($9,000.00) per year rental payable in advance on the 1st day of April of each year, beginning on April 1, 1960, and ending on April 1, 1965, the first year' s rental payment being hereby waived by Lessor. b. The Lessor does hereby sell, assign, and transfer to the Lessee all its right, title, and interest in and to all light towers and lighting fixtures and appurte- nances, all office furniture and equipment, all chairs and chair cushions, all concession machinery, ice boxes and equipment, all practice and ground keeping equipment, and all other similar and related equipment, at a pur- chase price of Five Thousand Dollars ($5,000.00) , payable on or before April 1, 1961. 2. It is mutually agreed that during the term hereof, all taxes and special assessments, whether now levied or which may in the future be levied and assessed against the real property, shall be promptly paid when due by Lessor; provided, however, if the option set forth in Paragraph 5 hereof is exercised, then Lessee shall there- after pay all taxes and special assessments. 3. It is mutually agreed that during the term hereof, all repairs which may be necessary in order that the premises may be maintained in as good condition as they now are, shall be made by and at the expense of the Lessee . - 4 - 4. Lessee shall, at its own expense, carry fire, extended coverage and windstorm insurance on the demised premises in a minimum amount of fifty per centum (50%) of the insurable value thereof, and in the event of any such damage of less than fifty per centum (50%) to premises, said Lessee shall cause the same to be repaired to the extent of any insurance proceeds, but if such loss is more than fifty per centum (50%), Lessee shall have the privilege of causing the premises to be repaired at its expense, or may declare this agreement terminated as of the date of such loss by giving Lessor written notice thereof within thirty (30) days of such date . Rental shall be abated on a pro rata basis while the premises remain untenantable as result of fire or other casualty. 5. Lessee shall have the option to prepay all installments of rental due and payable hereunder, on or before April 1, 1961, for the total sum of Thirty Thousand Dollars ($30, 000.00) in cash, but it shall not be entitled to any credit for the first year ' s rental pay- ment which is waived under the provisions of Paragraph 1 hereof. 6. Lessee covenants that the Lessor shall not be liable for any damage to or injury to any person entering the premises or grandstand, bleachers, or other building of which the demised premises are a part, or to goods or chattels therein, resulting from any latent or manifest defect in the structure or its equipment, or in the structure or equipment of the structure of which the demised premises are a part, and further, to indemnify and save the Lessor harmless from all claims of every kind and nature arising out of Lessee ' s use of the demised premises. 7. If Lessor shall fail promptly to perform any of the agree- ments upon its part herein contained, the Lessee may, at its option, 0 I - 5 - declare this agreement to be at an end . 8. If Lessee shall fail or refuse to pay the rentals afore- said at the times and in the manner set out, or to do or perform any other of the covenants on its part herein contained, or shall violate in any particular any of the conditions hereof, or shall become insolvent, or become a bankrupt, or if a receiver be appointed for it, then and in any or either of such events the Lessor, may, at its option, declare this agreement terminated, and shall have the right to enter upon and take possession of said premises . And no delay in the exercise of the option aforesaid by the Lessor shall be deemed a waiver of its right to exercise the same at a later date. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the date first above written, thereby binding themselves, their successors and assigns. LITTLE ROCK BASEBALL COMPANY, INC. By President ATTEST: Secretary ARKANSAS TRAVELERS BASEBALL CLUB, INC. By President ATTEST: Secretary -6- CONSENT OF THE CITY OF LITTLE ROCK, ARKANSAS The City of Little Rock, Arkansas, pursuant to Resolution duly adopted by its Board of Directors, on , 1960, on this day of , 1960, hereby consents and agrees to all the provisions of the above and foregoing Agreement insofar as they affect any interest of said City in and to the lands therein described. CITY OF LITTLE ROCK, ARKANSAS By Mayor ATTEST: City Clerk CONSENT OF STATE HOSPITAL BOARD The State Hospital Board, hereunto duly authorized, on this day of , 1960, hereby consents and agrees to all the provisions of the above and foregoing Agreement insofar as they affect any interest of the State of Arkansas in and to the lands therein described . STATE HOSPITAL BOARD By Chairman ATTEST: Secretary - 7 - STATE OF ARKANSAS ss COUNTY OF PULASKI On this day of , 1960, before me the undersigned, a Notary Public, duly commissioned, qualified and act- ing, within and for said County and State, appeared in person the within named and to me personally well known, who stated that they were the President and Secretary of the Little Rock Baseball Company, Inc. , a corpora- tion, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and seal this day of , 1960. NOTARY PUBLIC (SEAL) My commission expires : STATE OF ARKANSAS) ss COUNTY OF PULASKI) On this day of , 1960, before me the undersigned, a Notary Public, duly commissioned, qualified and act- ing, within and for said County and State, appeared in person the within named and to me personally well known, who stated that they were the President and Secretary of the Arkansas Travelers Baseball Club, Inc. , a cor- poration, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said corporation, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of , 1960. NOTARY PUBLIC (SEAL) My commission expires : llik - 8 - STATE OF ARKANSAS) ) ss COUNTY OF PULASKI) On this day personally appeared before me, the undersigned, a Notary Public within and for the County and State aforesaid, duly qualified and acting, Werner C. Knoop and Pauline G. Beeson, to me well known as the Mayor and City Clerk, respectively, of the City of Little Rock, Arkansas, and stated that they had exe- cuted the foregoing instrument pursuant to the provisions of Resolution No. for the consideration, uses and purposes therein mentioned and set forth. WITNESS my hand and official seal this day of 1960. (SEAL) Notary Public My commission expires : STATE OF ARKANSAS) ss COUNTY OF PULASKI) On this day of , 1960, before me the undersigned, a Notary Public, duly commissioned, qualified and acting, within and for said County and State, appeared in person the within named and to me personally well known, who stated that they were the Chairman and Secretary of the State Hospital Board, and were duly authorized in their respective capacities to execute the foregoing instrument for and in the name and behalf of said Board, and further stated and acknowledged that they had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of 1960. (SEAL) Notary Public My commission expires : SECTION 3. The Mayor and City Clerk are hereby authorized and directed to execute the Contract and document described in Lection 2 hereof in such a manner as to reflect the consent of the City of Little Rock, Arkansas, to the transfer of rights and interests by and between the corporations according to the terms of the Contract. SECTION 4. This resolution shall be in full force and effect from and after its adoption. ADOPTED: December 19, 1960 ATTESC,,,IL APPROVED: A//A7/ City Clerk