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HomeMy WebLinkAbout4480f • . RESOLUTION NO. 4,480 A RESOLUTION AUTHORIZING A LEASE AND AGREEMENT BY AND BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS , AS LESSOR, AND CAMELOT INN-LITTLE ROCK, INC . , AS LESSEE, IN SUBSTANTIALLY THE FORM AND WITH SUBSTANTIALLY THE CONTENTS SET FORTH IN AND MADE A PART OF THIS RESO- LUTION; AUTHORIZING THE EXECUTION AND DELIVERY OF THE LEASE AND AGREEMENT; AND PRESCRIBING OTHER MATTERS RELATING THERETO. BE IT RESOLVED by the Board of Directors of the City of Little Rock, Arkansas: Section 1 . That there be , and there is hereby, authorized the execution and delivery of a Lease and Agreement wherein the City of Little Rock, Arkansas ("City") is Lessor and Camelot Inn-Little Rock, Inc. , an Arkansas corporation ("Camelot") is Lessee , in substantially the form and with substantially the con- tents hereafter set forth, and the Mayor and City Clerk be, and they are hereby, authorized to execute, acknowledge and deliver the Lease and Agreement for and on behalf of the City; provided, however, the authorization herein conferred is expressly conditioned upon receipt of the unconditional guaranty of Kin-Ark Corporation of Tulsa, Oklahoma, of the performance by Camelot of all Camelot's obligations under the Lease and Agreement. The form and contents of the Lease and Agreement, which are hereby approved and which are made a part hereof, shall be substantially as follows: 4 LEASE AND AGREEMENT I N D E X Page 1. Leased Premises 2 2 . Easements 2 3. Utilities 4 4. Relationship to Parking Garage 4 5 . Lease Term 6 6. Lease Rentals 6 7 . Use of Leased Premises 6 8. Conditions to Effectiveness 7 9 . Repair and Maintenance 8 10. Operation of Hotel 8 11. Auditorium Improvements 9 12 . Additional Convention Facilities 9 13. Expansion of Camelot Inn 10 14. Taxes 11 15. Quiet Enjoyment 12 16. Compliance with Laws 12 17. Surrender 13 18. Alterations and Improvements 13 19. Utility Charges 13 20 . Rights upon Default 14 21. City's Rights to Perform Camelot 's Obligations 15 22 . Casualty Losses 16 23. Insurance 18 24. Condemnation 19 25 . Assignment and Subleasing 20 26. Mortgages 21 27 . Memorandum of Lease 22 28. Notices 22 29 . Lease Binding on Successors and Assigns 23 4 30. Applicable Law 23 LEASE AND AGREEMENT THIS LEASE AND AGREEMENT (hereinafter referred to as "Lease") made this day of , 1971, by and between the City of Little Rock, Arkansas (hereinafter referred to as "City") and Camelot Inn - Little Rock, Inc. , an Arkansas corporation (hereinafter referred to as "Camelot") . RECITAL S : A. The City, a city of the First Class under the laws of the State of Arkansas, owns Robinson Auditorium (the "Auditorium") and the fee title to the real property on which the Auditorium is situated and is the owner or Lessee, with the exception of Tract "C", of certain real property adjacent thereto which is described on Exhibit "A" attached hereto and made a part hereof. B. The City has determined that there is a need for a modern convention center complex to serve the City and its citizens and that the construction of such a complex, consist- ing of the present Auditorium (with agreed upon repairs and renovations) , a convention hotel and necessary parking facilities, would promote the social, cultural and economic well-be'.^g of the City and its citizens . C. Camelot is willing, subject to the terms and condi- tions herein contained, to lease from the City certain premises owned by the City adjacent to the Auditorium and to construct thereon a hotel in accordance with plans and specifications (the "Plans") to be prepared by Cromwell, Neyland, Truemper, Millett and Gatchell, Inc. , Architect-Engineer (hereinafter referred to as "Architects ") subject to final approval of the Plans by Camelot. D . City is willing to lease to Camelot certain air rights hereinafter described along with such surface and subsurface rights and easements as may reasonably be necessary to construct and operate a hotel as contemplated. NO! , THEREFORE, in consideration of the above recitals and the mutual covenants and undertakings herein contained, the City and Camelot agree as follows : 1. Leased Premises . The City hereby leases to Camelot the following: A . Tracts "A" "A '" "2,", "C", "D" and "portion of F" as more fully described in Exhibit "A". B. Such space at ground, below ground and at other elevations below elevation 289 feet mean Sea Level on, under and over the real property described in Exhibit "A" as may be necessary for the construction and placement of the entry, lobby, elevators, maintenance shops and electrical room, stairs, walks, access drives and other facilities necessary to the construction, operation and maintenance of the contemplated hotel shown on the Architects ' Plans attached hereto as Exhibit "B" and by this reference made a part hereof, as the same may be modified and amended from time to time with the approval of City and Camelot. C. Such space below elevation 289 feet mean Sea Level(whether above or below ground level) as may be necessary for the construction and placement of such columns, footings , utility lines and other structural and mechanical appurtenances as may be required, now or in the future, to support the space leased herein, for -2- the contemplated hotel and related improvements as the Architects may now or in the future determine to be necessary for the support of any structure which is permitted hereunder to be built . 2 . Easements . In addition to the leased areas above described, the City hereby grants to Camelot such easements as may be reasonably necessary for the construction and operation of the contemplated hotel, including, but not limited to, easements for the following: A . For ingress and egress between the leased premises and the adjacent streets and alleys ; B. For ingress and egress within the rectangular space of the leased premises , projected downward; C. j'ith reference to the improvements to be con- structed by Camelot, easements to construct, repair and replace corridors , lobbies , stairs , mechanical equipment, and other rooms and improvements ; D . For ducts and conduits for all utilities and drainage; E. Easements for the purpose of core-testing, placing, inspecting, maintaining and repairing supports , pillars or columns for improvements now or hereafter placed on the leased premises ; F. Such easements of access and support as may be reasonably necessary to provide mutual access between the leased premises and the Auditorium and to permit the construction, operation and maintenance of a walk-way to the Auditorium (part of which may be attached to the Auditorium) ; and G. Uith reference to any future improvements on the leased premises , easements comparable to the above. -3- Provided, however, that City shall have the right to designate easement locations and relocations , so long as such right is reasonably exercised; and to retain or grant to others (particularly the Little Rock Municipal Parking Authority (the "Parking Authority") ) similar but not inconsistent easements for use in connection with the con- struction or operation of the proposed parking garage. 3. Utilities . City 'nd Camelot shall use their best efforts to extend and provide utility service to the leased premises which shall be adequate to furnish the following to the hotel : natural gas , electricity, telephone, water, sewer and drainage. City hereby grants easements to Camelot projecting from the connection points of said utilities to elevation 289 feet mean Sea Level by reasonable means as shall be selected by the Architects in accordance with the Plans for the construction, installation, repair and main- tenance of such utilities . 4. Relationship to Parking Garage. As a condition to Camelot 's obligations under this Lease, a parking garage shall be constructed approximately simultaneously with the construction of the contemplated hotel with a completion date of approximately January 1, 1973, but no later than July 1, 1973, in accordance with the plans and specifica- tions set forth on Exhibit "C" attached hereto and by this reference made a part hereof and a Parking Lease Agreement executed between City and Camelot. City agrees to award a binding contract foi: the construction of parking space for at least the 205 cars in a parking ;arage which contract shall contain provisions for a completion date not later -4- than the estimated completion date of the hotel. Because of the necessity of close coordination in the construction and operation of the parking garage with the proposed hotel, the parties agree : A . Any lease, conveyance, franchise or other right granted to the Parking Authority or any other proposed owner or operator of the parking garage shall be subject in all respects to the rights herein granted. B. No material change or modification to the park- ing garage which adversely affects the operation of the hotel will be made without Camelot 's consent, which shall not be unreasonably withheld. C. No material structural alteration in the park- ing garage which adversely affects the operation of the hotel will be permitted by the City after the construc- tion thereof without Camelot 's consent, which shall not be unreasonably withheld. D . To the extent that in the construction, main- tenance or operation of the parking garage, supports, pillars, or columns , are used or to be used both by the Parking Authority or its successors in interest and by Camelot, a reasonable allocation of the initial cost and thereafter of costs of maintenance, repair or reno- vation shall be made as between the Parking Authority and Camelot, which allocation, unless otherwise agreed upon, shall be made by the Architects upon consideration of all relevant factors , including usage or probable usage, benefit and relevant costs and savings if such facilities were provided separately. Such allocated costs of construction or repair shall be paid by the -5- 4 respective parties as called for in Contractor 's or Architect 's estimates . Allocated maintenance costs shall be paid within fifteen (15) days after the end of the month in which such costs are incurred. 5. Lease Term. The term of this Lease shall be fifty- two (52) years, commencing January 1, 1971, and ending December 31, 2022 , unless sooner terminated or extended as herein provided. 6. Rental . Camelot shall pay the City, or order, during the term of this Lease as basic rent for the premises, the total sum of $1,000,000 .00 payable in semi-annual installments of $10, 100 .00 in advance, except that the first installment shall be $10,200 .00, on the dates hereinafter set out. No rent shall be due hereunder for the first six (6) months during which time the Hotel is in operation provided, however, the rent reserved hereunder shall be payable in semi- annual installments commencing not later than July 1, 1973; provided, further, however, that in the event both the hotel and the parking facility are in operation for more than six (6) months prior to July 1, 1973, for each month in excess of the first six (6) months of operation, Camelot will pay monthly rental at the rate of $1, 683 . 33 . 7 . Use of Leased Premises . Camelot shall use and occupy the leased premises throughout the lease term solely for the purpose of constructing and operating a hotel, restaurants , shops and service facilities normally associated with hotels of the type contemplated and uses incidental thereto; and shall not use or allow the leased premises to be used for any other purpose . Subject to the provisions of Paragraph 12 of this Lease, permitted uses incidental to the main use as a -6- 4 hotel may include showrooms , dining rooms , clubs , bars , coffee shops , banquet halls , ballrooms , meeting rooms and all other uses incidental to the main use as a hotel. 8 . Conditions to Effectiveness . The effectiveness of this Lease shall, at Camelot 's option, be conditioned upon the following: A . Receipt of a final unconditional and binding commitment letter from the "Lenders " as contemplated in a Letter Agreement dated September 5, 1970, between Kin-Ark Corporation and certain Eanks , Savings and Loan Associations and Insurance Companies . B. Completion of plans and specifications and completion of financial arrangements for the minimum repairs and renovation to the Auditorium as set forth in Exhibit "D-I", or in the alternative the completion of financial arrangements and the award of a firm con- tract for the completion of the full scale repair and renovation of the Auditorium in accordance with the plans and specifications attached hereto as Exhibit "D-II", and by this reference made a part hereof, which contract shall provide for completion at the earliest possible date. C. The execution and delivery of an Agreement between the City and Camelot for the food and service concessions for Robinson Auditorium on terms and condi- tions satisfactory to Camelot . Subject to the foregoing, promptly after the com- mencement of the lease term, Camelot shall commence construc- tion on the leased premises of Camelot Inn, in accordance with Architects ' Plans shown on Exhibit "C" and shall proceed with -7- k diligence so as to complete construction in accordance with said Plans as soon as practicable. Promptly upon completion of construction and equipping, Camelot shall commence and continue throughout the lease term the operation of Camelot Inn. 9 . Repair and Maintenance. Subject to the provisions relating to allocation of expenses with respect to facilities used in common with the Parking Authority and to the provis- ions of Paragraph 22 hereof, Camelot shall, at its own expense, make all necessary repairs and replacements to the leased premises and improvements thereon, and to the pipes, heating and cooling systems, plumbing system, fixtures and all other appliances, appurtenances and equipment belonging thereto. Such repairs and replacements, interior and exterior, ordinary as well as extraordinary, and structural as well as non-structural, shall be made promptly, as and when necessary; subject, however, to the provisions of Paragraph 4D hereof. All repairs and replacements shall be in quality and class at least equal to the original work. 10. Operation of Hotel. At all times during the lease term, Camelot shall maintain and repair the leased premises, employ supervisory and other personnel who shall be in suffi- cient quantities and possess sufficient skills, and shall take such other and further measures as may be required, to insure that Camelot Inn will, at all times , be maintained and operated so as to provide all of the facilities and services of a full service hotel (incl.'iding food) from both a quantitative and qualitative standpoint. If any dispute shall exist with respect to vhet'*.er ComQlot h i 9 renn:;_re- ments of this par- _op'-., the parties shall submit such dispute -8- i 4 for determination by a nationally recognized hotel operations analyst satisfactory to both parties . The determination by such analyst shall be binding and conclusive on the parties hereto. If such analyst shall determine that Camelot has failed in any material -zespect to comply with the provisions of this paragraph, Camelot shall be given a reasonable time within which to comply with the suggestions or recommendations of such analyst . The cost of such analyst 's services shall be borne equally by the parties unless such analyst shall deter- mine that Camelot has failed to comply with the provisions of this paragraph, in which event Camelot shall bear such expense. 11. Auditorium Improvements . The City will, promptly upon the execution of this Lease, proceed with due diligence to repair and renovate the Auditorium in accordance with the provisions of Paragraph 8B hereof. No substantial change or modification in the plans and specifications for the Auditorium shall be made without the consent of Camelot, which shall not be unreasonably withheld. City shall not place or cause to be placed now or in the future any improve- ments on the Auditorium which detract from or interfere with the view or architectural design of the hotel. 12 . Additional Convention Facilities . The parties agree that one of the principal purposes of the City's and Camelot 's entering into this Lease is to promote the use of the Auditorium as a convention facility, particularly by and through Camelot Inn. For a period of five (5) years from the commencement date of this Lease, neither City nor Camelot nor any parent, subsi- diary or affiliated corporation of Camelot shall, either directly or indirectly, construct, purchase, own, lease or control, any -9- 4 meeting rooms, banquet halls , showrooms , auditoriums, or other convention facilities anywhere within the boundaries of the City of Little Rock, Arkansas , (except convention facilities located in the Auditorium or as included in Camelot Inn, on the leased premises) , without the prior written consent of the other party. If after five (5) years from the commencement date of this Lease the City shall propose to construct any such facilities, Camelot shall be ;riven an opportunity to participate in the opera- tion of a hotel or food or related service' to be contained therein. 13 . Expansion of Camelot Inn. Since Camelot may, in the future, desire to expand Camelot Inn or its related facilities across La Harpe Boulevard onto land owned by Pulaski County, Arkansas, on which the Pulaski County Jail is now situated, which property is described in Exhibit "E" attached hereto and by this reference made a part hereof, the City agrees to join Camelot in an endeavor to obtain a Lease of the property described in Exhibit "E" for Camelot if and when such property ceases to be used for the purpose of the Pulaski County Jail, but at no expense to the City. If the City acquires title to the property described in Exhibit "E", it agrees to grant Camelot an exclusive option to lease said property on the following terms and conditions : A . Such option shall expire, if not sooner exercised, five years from the date the City acquires title to the property described in Exhibit "E". The option may be exercised by notice in writing to City mailed prior to the expiration date of the option. 4 -10- B. If the option is exercised, the rental for the property shall be not more than six percent (6%) of the appraised value thereof per year, such value to be deter- mined within six (6) months of the exercise date by competent appraisers appointed by the City with Camelot 's reasonable approval; the time thereof shall be cotermi- nous with this Lease; and such Lease shall be similar in form and in all material applicable substantial res- pects to this Lease. C. If the option is exercised, Camelot shall have the right to remove then existing improvements . D . After the option is exercised, City shall as- sist Camelot in obtaining from the Arkansas Highway Department appropriate Air Rights over La Harpe Boulevard to enable Camelot to construct a connecting passageway between the premises described on Exhibit "A" and those described on Exhibit i'E". 14. Taxes . Camelot, in addition to the specific rent provided for herein, shall pay all taxes and assessments, if any, upon the leased premises and upon the buildings and improvements thereon, which are assessed during the lease term; provided, however, that if any such taxes or assess- ments cover or relate to property or property interests other than those acquired herein or pursuant hereto by Camelot, a reasonable allocation of such taxes and assess- ments shall be made as between Camelot, the Parking Authority and City or any other grantee or lessee of City, and, in such event, Camelot shall bear and pay only that portion of such taxes and assessments as may be reasonably allocated to it . -11- 15 . Quiet Enjoyment. City warrants that it has good and merchantable fee simple title to the property described on Exhibit "A", free and clear of any easements, encumbrances or restrictions except such as are set forth on Exhibit "F" attached hereto and by this reference made a part hereof. In that regard, City shall, within thirty (30) days from the date hereof, furnish an abstract of title to the property to Camelot, brought down to date and certified by a qualified abstracter, showing such merchantable title to the property, or, at City's option, City may furnish a paid-up policy of title insurance insuring such merchantable title, subject only to the exceptions set forth on Exhibit "F". Camelot, upon payment of the rent herein reserved, and upon the performance of all of the terms of this Lease, shall at all times during the lease term peaceably and quietly enjoy the leased premises and the easements herein granted without any disturbance from the City or from any other person. 16. Compliance with Laws . Camelot, at its sole expense, shall comply with all laws , orders and regulations of Federal, State and municipal authorities , and with any direction of a public officer, pursuant to law, which shall impose any duty upon the City or Camelot with respect to the leased premises . Camelot, at its sole expense, shall obtain all licenses and permits which may be required for the conduct of its business within the terms of this Lease, or for the making of repairs, alterations, improvements or additions, and the City, where necessary, will join with Camelot in applying for such permits or licenses and cooperate within legal limits in any such applications . -12- , 17 . Surrender. At the expiration of the lease term, Camelot shall surrender the leased premises in good condi- tion as at the beginning of the term, or at any time during the term, reasonable use and wear and damages by the ele- ments excepted; provided, however, that this Paragraph shall not be construed to require the removal by Camelot of improvements constructed on the premises (or on easements granted in connection therewith) nor to prohibit Camelot from removing any items from the leased premises which are not permanently affixed thereto. Subject to the foregoing right of removal, the permanent improvements on the leased premises shall becom_ the property of the City at the expiration of the leased term. 18. Alterations and Improvements . Camelot shall have the right, from time to time, to make all such alterations and improvements to, and decoration of, the leased premises as shall be reasonably necessary or appropriate in Camelot 's judgment for the conduct of its business ; provided, that prior to the commencement of any substantial structural alteration or improvements , the City shall, in each case, have approved in writing the plans and specifications therefor . The City shall not unreasonably withhold its approval. If, within thirty (30) days after such plans and specifications are submitted by Camelot to the City for such approval, the City shall not have given Camelot notice of disapproval thereof, stating the reason for such disapproval, such plans and specifications shall be considered approved by the City. 19. Utility Charges . Camelot shall pay all charges for gas, electricity, light, heat, power and telephone or other communication service used, rendered, or supplied upon or in -13- connection with the leased premises , and shall indemnify the City against any liability or damages on such account ; provided, however, that Camelot 's obligations hereunder shall be limited to separately metered utility services provided to it or its guests or subtenants, or if such utilities are used to any extent in common with the Parking Authority, City or other grantee or lessee of City, Camelot 's obligations shall be limited to amounts reasonably allocated to it. 20. Rights upon Default. If either : A. The leased premises shall be deserted or vacated for a period in excess of nenety (90) days for reasons other than destruction, partial destruction or other casualty, strikes , labor problems , condemnation (partial or complete) acts of God or other causes beyond Camelot 's control; or B. Camelot is adjudicated a bankrupt under the Bankruptcy Act, or a trustee or receiver has been appointed with respect to the leased premises , for Camelot or the hotel constructed thereon, and any such adjudication or appointment remains undischarged for a period of more than six (6) months and the operation of the hotel has been discontinued; or C. If there shall be a default in the payment of rent or any part thereof for more than sixty (60) days after written notice of such default by the City; or D . If there shall be a default in the performance of any other material covenant or agreement of this Lease and if such default is not cured within twenty (20) days, after written notice by the City of such default, or if such default shall be of such nature that it cannot reason- ably be cured within such twenty (20) days , if Camelot 1 ,.. � -14- shall not have promptly commenced within such 20-day period or shall not thereafter proceed with reasonable diligence and in good faith, to remedy such default ; then . this Lease (if the City so elects) shall, thereupon, terminate and the City shall have the right to reenter and re^ossess the leased premises and dispossess and remove Camelot therefrom, subject however, to the rights of any sublessees as specified in Paragraph 25 hr....-of and of any mortgagee(s) as specified in Paragraph 26 hereof. In such case, the City may, at its option, relet the leased pre- mises in a manner consistent with the best market conditions, terms and uses available at the time and Camelot or its guarantor, Kin-Ark Corporation, Tulsa, Oklahoma, shall pay to the City the difference between the rent hereby reserved and agreed to be paid for that portion of the term remain- ing and the amount to be received under such reletting for such portion of the term; provided, however, that the amount payable by Camelot or its guarantor hereunder, shall not exceed the unpaid principal balance of the indebtedness of the City for construction of the Auditorium improvements referred to in Paragraph 8B hereof, reduced by all other amounts available for that purpose, but not reduced by any amount of any tax levy pledged to secure payment of revenue bonds of the City the proceeds of which were used or to be used in the construction of the Auditorium improvements . 21. City's Right to Perform Camelot 's Obligations . If Camelot shall default in the performance of any covenant or condition in this Lease required to be performed by Camelot, the City may, after thirty (30) days ' notice to Camelot, or without notice if In the City 's reasonable opinion an -15- emergency exists, perform such covenant or condition for the account and at the expense of Camelot . If the City shall incur any reasonable expense, including reasonable - attorney's fees, in instituting, prosecuting or defending any action or proceeding instituted by reason of any default of Camelot, Camelot shall reimburse the City for the amount of such reasonable expense . Should Camelot, pursuant to this Lease, become obligated to reimburse or otherwise pay the City any sum of money in addition to the basic rent, the amount thereof shall be deemed additional rent and may, at the option of the City, be added to any subsequent installment of the specific rent due and payable under this Lease, in which event the City shall have the remedies for default and the payment thereof provided by this Lease. The provisions of this Paragraph shall survive the termina- 1 tion of this Lease. 22 . Casualty Losses . A. In case of damage to or destruction of the leased premises , or of the improvements thereon, or the machinery, fixtures or equipment used in the operation and maintenance thereof, by fire or otherwise, Camelot will, at such time and upon the conditions hereinafter set forth, restore, repair, replace, rebuild or alter the same as nearly as possible to the condition such property was in immediately prior to such damage or destruction. Such restoration, repair, replacement, rebuilding or alteration shall be commenced as soon as practicable after the receipt of the insurance proceeds to be paid on account of such damage or destruction, and, after such work has been commenced, it shall be prosecuted -16- • � r . s A • with reasonable diligence. B. All insurance proceeds received by the City on account of such damage or destruction, less the cost, if any, of such recovery, shall be applied to the pay- ment of the cost of such restoration, repair, replace- ment, rebuilding or alteration (the 'work") , including expenditures made for temporary repairs or for protec- tion of property pending completion of the work, and shall be paid out, from time to time, as the work progresses , upon a certificate of the architect or engineer in charge of the work, setting forth the sums determined as being justly due to contractors , subcon- tractors , materialmen, engineers, architects or other persons who have rendered services or furnished materials for the work. C. Upon compliance with the provisions of Sub- paragraph B, the City and/or Camelot, as the case may be, shall, out of such insurance proceeds pay to the persons named in such certificate the respective amount stated in such certificate to be due to them. If the insurance proceeds exceed the amount required to pay the cost of the work, Camelot shall be entitled to such excess . D . Camelot 's obligations to pay the rent shall not be affected by any such damage to or destruction of the leased premises or the improvements , machinery, fixtures, and equipment used in the operation and maintenance thereof. E. If insurance proceeds received as a result of any damage or destruction are inadequate to restore, -17- t repair, replace or rebuild the improvements , Camelot shall be obligated to pay the cost of such restoration, repair, replacement or rebuilding in excess of the insurance proceeds only if: (i) the continued economic operation of the hotel is feasible; (ii) financing for such improvements can be obtained as a result of Camelot 's best efforts ; and (iii) sufficient time remains on the lease term at the time of such destruc- tion to enable Camelot reasonably to amortize such excess costs . 23. Insurance. A. Camelot shall keep the leased premises insured throughout the term of thie Lease against the following: (1) Loss or damage by fire and such other risks as may be included in, with extended coverage insurance from time to time available in an amount equal to the replacement cost, or the amount of the unpaid principal balance on any mortgages on the premises and permanent improvements and the amounts remaining unpaid under this Lease, whichever is less . (2) Loss or damage from leakage of sprinkler systems now or hereafter installed in the leased premises in an amount not less than ten percent (10%) of the full insurable value. (3) Comprehensive general public liability insurance, with the limits of at least $500,000/ $2 ,500,000 for bodily injury and $100,000 for property damage. B. All insurance required to be maintained by Camelot shall be effected by valid and enforceable -18- t R policies issued by insurers of recognized responsibility licensed to do business in Arkansas and reasonably satisfactory to the City. All policies of insurance shall name Camelot, mortgagee and the City as the insured as their respective interests may appear. All such policies ;hall, to the extent obtainable, contain an agreement by the insurers that such policies shall not be cancelled without at least ten (10) days 's prior written notice to the City. All such policies or certificates on their issuance shall be delivered to the City. 24. Condemnation. If the whole of the leased premises, or such portion thereof as will make the leased premises unsuit- able for the purposes herein leased, is condemned for any public use or purpose by any legally constituted authority, then in either of such events the obligations of the parties hereunder shall cease from the time when possession is taken by such public authority and rent shall be accounted for between the City and Camelot as of the date of the surrender of possession. Such termination shall be without prejudice to the rights of either the City or Camelot to recover compensation from the condemning authority for any loss or damage caused by such condemnation. Neither the City nor Camelot shall have any rights in or to any award made to the other by the condemning authority; provided, however, that as between the parties, Camelot shall, in all events, be entitled to any award based upon or measured with respect to the value of the improvements placed on the leased premises at Camelot 's risk or expense and for its leasehold interest . If a portion of the lea^ed premises is condemned for public use and the remainder of the leased premises -19- continues to be suitable for the purposes herein leased, the Lease shall continue in full force and effect without any abatement of rent. The City and Camelot shall each be entitled to recover compensation from the condemning authority for any loss or damage caused by condemnation. Neither the City nor Camelot shall have any rights in or to any award made to the other by the condemning authority; provided, however, that as between the parties , Camelot shall, in all events , be entitled to any award based upon or measured with respect to the value of the improvements placed on the leased premises at Camelot 's risk or expense and for its leasehold interest. Any award to the City for a partial or total taking of the leased premises shall be paid into the fund, the monies of which are pledged for payment of bonds of the City for construction of Auditorium improvements , and in the event of a total taking all obligations whatsoever to pay the rentals reserved here- under shall terminate. 25. Assignments and Subleasing,. Except for assignments or subleases to affiliated or subsidiary corporations and subleases of shops, service facilities and other incidental uses , Camelot shall not assign nor sublet or permit the leased premises or any part thereof to be used by others (except as required in normal hotel operation) , without the prior consent of the City in such instance, which consent shall not be unreasonably withheld. If this Lease is assigned, or if the leased premises or any part thereof is sublet, or occupied by anyone other than Camelot, the City may, after default by Camelot, collect rents from the assignee, subtenant or occupant and apply the net amount collected to the rent herein reserved. No such assignment, subletting, occupancy or collection shall be deemed a waiver -20- of this covenant, or the acceptance of the assignee, sub- tenant or occupant as tenant, or a release of Camelot from the further performance by Camelot of the covenants of this Lease . The consent by the City to an assignment or sublet- ting shall not be construed to relieve Camelot from obtain- in` the consent in writing of the City to any further assignment or subletting, which consent shall not be unrea- sonably withheld. 26. Mortgages . Without the written consent of the City, provided there shall be no enforceable default on the part of Camelot in its performance hereunder, Camelot may give or grant mortgages or security interest in or hypothecate (collectively herein referred to as "Mortgages ") , this Lease, any renewal or extension thereof, and any improvements on the leased premises , subject to the following : A . Any mortgages covering a major portion of the improvements shall be subject and subordinate to this Lease . B. The City will not accept any surrender or enter into any substantial modification of this Lease without the prior written consent of any secured party of whose interest City has notice. C . Any secured party shall have and be subrogated 0 to any and all rights of Camelot with respect to the curing of any default hereunder by Camelot. Such rights shall include, without being limited to, the right of a secured party to an extension of up to thirty (30) days after Camelot 's time to cure a default has expired, after receipt by such secured party from City of written notice of any such default, (which notice may be given simultane- ously with the notice to Camelot) . -21 - r 4 SI Within the foregoing, Camelot shall be entitled to finance or refinance the improvements described on Exhibit "B" and any additional improvements on the leased premises which are permitted herein. City and Camelot shall execute such instruments as may be rea- sonably necessary to accomplish the purposes of this Paragraph. 27 . Memorandum of Lease. The parties agree that this Lease shall not be recorded, but that they shall execute, acknowledge and record an appropriate memorandum of this Lease adequate to constitute public notice of the rights and responsibilities of the parties hereunder. 28 . Notices . Any notice required or permitted to be given under this Lease must be in writing and must be sent by registered or certified mail to the last address of the party to whom notice is to be given, as designated by such party in writing. The following addresses are hereby designated for notice : City Mortgagee City of Little Rock, Arkansas Worthen Bank & Trust Company c/o City Clerk Worthen Building City Hall Little Rock, Arkansas 72203 Little Rock, Arkansas 72201 Camelot Guarantor Camelot Inn-Little Rock, Inc. Kin-Ark Corporation Post Office Box 1499 Post Office Box 1499 Tulsa, Oklahoma 74101 Tulsa, Oklahoma 74101 Either party may change its address by written notice to the other party and may designate, by written notice, not more than two (2) additional persons to whom copies of any notice required or permitted hereunder shall be sent. Any notice or other communication shall be deemed to have been given at the time it is deposited and registered -22- ■ or certified in any United States Post Office or branch post office. Any notice given pursuant to this Lease which as- serts that a breach or default hereunder has occurred shall specify the acts or grounds which are the basis therefor, and the period of time within which the asserted breach or default, in the opinion of the sender, may be cured. 29. Lease Binding on Successors and Assigns . This Lease shall be binding upon and inure to benefit of the parties hereto, their successors and assigns . 30. Applicable Law. This Lease shall be construed according to the laws of the State of Arkansas . IN WITNESS WHEREOF, the parties hereto have executed this Lease and Agreement this day of 1971. ATTEST: CITY OF LITTLE ROCK, ARKANSAS By G i 14,. City Clerk Iviayor ATTEST: CAMELOT INN-LITTLE ROCK, INC. By Secretary President -23- " ! c • Page 2 Section 2 . That the Mayor, City Clerk and City Manager, or any of them, be , and they are hereby, authorized and directed, for and on behalf of the City, to do all things , execute all instruments and otherwise take all action necessary to the realization of the City's rights and to the discharge of the City's obligations as Lessor under the Lease and Agreement. Section 3 . That the provisions of this Resolution are hereby declared to be separable, and if any section, phrase or provision shall, for any reason, be declared to be invalid, such declaration shall not affect the validity of the re- - mainder of the sections , phrases or provisions . Section 4 . That all ordinances and resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 5 . This Resolution shall be in full force and effect from and after its adoption. PASSED: January 4 1971 . APPROVED: ATTEST: By I- Mayor 91111-1'ity Clerk