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HomeMy WebLinkAbout4482 • >-r RESOLUTION NO. 4,482 A RESOLUTION AUTHORIZING A LEASE AND AGREEMENT BY AND BETWEEN THE ARKANSAS BAR FOUNDATION , AS LESSOR , AND THE CITY OF LITTLE ROCK, ARKANSAS , AND THE LITTLE ROCK MUNICIPAL PARKING AUTHORITY, AS LESSEES , IN SUB- STANTIALLY THE FORM AND WITH SUBSTANTIALLY THE CON- TENTS SET FORTH IN AND MADE A PART OF THIS RESOLUTION; 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 I .- That there be , and there is hereby, authorized the execu- tion and delivery of a Lease and Agreement wherein the Arkansas Bar Foundation, an Arkansas non-profit corporation ("Bar Foundation") , is Lessor, and the City of Little Rock, Arkansas ("City") , and the Little Rock Parking Authority ("Park- ing Authority"), are Lessees , in substantially the form and with substantially the contents hereafter set forth. 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. 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: LEASE AND AGREEMENT This Lease and Agreement (called "Lease") made this /.647- day of filiV ,ce 1971, by and among the ARKANSAS BAR FOUNDATION, a nonprofit corporation organized and existing under the laws of the State of Arkansas (called "Landlord") , the CITY OF LITTLE ROCK, ARKANSAS, a city of the first class under the laws of the State of Arkansas (called "City") , and the LITTLE ROCK MUNICIPAL PARKING AUTHORITY, an administrative agency of the City, created by Ordinance No. 11,267 of the City pursuant to Act No. 468 of the Acts of Arkansas of 1949 (called "Parking Authority") (the City and the Parking Authority being sometimes referred to collectively as the "Tenants") ; ti•:ITNESSETH: 1. Leased Premises . The Landlord hereby leases to the Tenants , subject to the conditions hereafter expressed, those certain parcels of real property situated in Pulaski County, Arkansas , described as follows : TRACT I: All of Lots 4, 5, and 6, Block 99, Original City of Little Rock, except a piece of land in the northwest corner of Lot 6 which measures 35 .0 feet East and Vest and 20.0 feet North and South. Area of parcel to be leased is 16, 100 square feet (0 .367 acres) . TRACT II : A tract of land lying entirely within Lot 6, Blk 99, of the Original City of Little Rock, more particularly des- cribed as follows : Beginning at the northwest corner of lot 6, Blk 99, OrigThal City of Little Rock, said point being at the intersection of the East R-O-W of Spring Street and the South R-O-W of Garland Street ; thence East 35 .0 feet along the North line of Lot 6 to a point ; thence south and parallel to the west line of Lot 6 20 .0 feet to a point; thence west and parallel to the North line of Lot 6 35 .0 feet to a point on the West line of Lot 6 and the East R-O-U of Spring Street ; thence North 20 .0 feet along the West line of Lot 6 to the point of beginning and thereby enclosing 1.1y de'^.r=.ption a Tract of land containing 700 square feet [0 .0161 acres] . • 2 . Ln.ndlord 's Title . The Landlord represents that it owns the leased premises in fee simple and that the leased premises are free from encumbrances . The Landlord further represents that it has authority to make this Lease and covenants that it will execute or procure any further assur- ances of title that may be reasonably required for the pro- tection of the Tenants . 3 . Term. The term of this Lease shall be 99 years , commencing on the date of execution, unless sooner terminated as herein provided. 4. Rent. The Tenants shall pay to the Landlord the annual rent of One Dollar ($1 .00) in lawful money of the United States of America, on the first business day in January of each year throughout the term of this Lease. The rent shall be payable at the office of the Landlord or at such other place as the Landlord may designate in writing. S . Use of Leased Premises . The Tenants shall use and occupy the leased p.. omises throughout the term h"--eof solely for the purpose of constructing and operating parking facilities (and uses incidental thereto) and shall not use or allow the leased premises to be used for any other purpose, except that Tract II may be used for purposes of a hotel . The parking facilities shall be constructed in accordance with the archi- tects plans, which are attached hereto, labeled Exhibit "A", and by this reference incorporated herein. In this regard, it is understood that he construction costs of the parking faci- lities will be fina^ced from the proceeds of revenue bonds to the payment of which revenues derived from the operation of the parking facilities will be pledged, and that the Tenants will proceed with reason_-ble promptness to issue and sell the bonds and to construct the parking facilities , and that promptly after -2- • completion of construction, the Tenants will commence and continue throughout the term of this Lease the operation of the parking facilities . 6. Reservation of Air Rights . With regard to Tract I, the leased premises do not include, and the Landlord expressly reserves , the right to use the air space above the level of the top deck of the parking facilities (as shown on Exhibit "A") in accordance with the provisions of this Paragraph 6. The Landlord shall also have the right to use the surface of the top deck for support of the Bar Center Building herein provided for, or another building, and the right of ingress to and egress from the surface. The Landlord shall have the right at any time, and from time to time, during the term of this Lease to construct upon the top deck of the parking facilities a building and other buildings at the location as shown on and in accordance with the architect 's plans , attached hereto, labeled Exhibit "B" and by this reference incorporated herein or in accordance with plans providing for other buildings of a substantially similar character. It is agreed that the parties have examined Exhibit "A" and Exhibit "B" and have jointly determined that when the parking facilities are constructed in accordance with Exhibit "A" the top deck thereof will be ade- quately and sufficiently supported and finished at the location set forth in Exhibit "B" to be the site of the building to be con- structed at such location, without the necessity of any additional foundation or rough slab for the building. Upon the letting of the contract for construction of the parking facilities , the Landlord shall pay to the Tenants as a site fee for the building, which site is identified on the enclosed ground floor area at elevation 292 , the sum of $4.00 per square foot of said ground floor area . The Landlord will provide tenant specifications required to adequately and sufficiently support the building on the enclosed ground area at -3- k . elevation 292 herein defined, sufficiently in advance to permit the Tenant to incorporate such specifications into the planning for the parking facility so that there will be no delay (in discretion of Tenant) in the awarding of the contract for the parking facility. The Landlord shall have the further right to construct or to permit the construction of another building or Other build- ings above the level of the top deck of the parking facility at the location as shown on and in accordance with the architect's plans for the buildings shown on Exhibit "B". It is understood that if another building or other buildings are constructed it will be necessary that most of the necessary foundation and support therefore be constructed upon the leased premises . The Landlord, or its lessees or assigns, shall have the right , without further pay- ment to the Tenants , to construct, at the sole expense of the: L,^ d- lord or its lessees or assigns, the necessary foundation and support for another building or other buildings upon the leased premises as shown on Exhibit "B". If construction of the foundation and support is accomplished at the same time the parking facility is constructed, Landlord will enter into a contract for this purpose which will per- mit completion of the parking facility no later than the date allowed by Section 3 of a parking lease agreement between the City of Little Rock, Arkansas , the Little Rock Municipal Parking Authority, and Camelot Inn - Little Rock, Inc. dated February 17, 1971. The Land- lord will coordinate such construction with construction of the parking facility. Nothing herein shall prevent construction ly the Landlord of the foundation and support for another building or other buildings at any time after construction of the parking facility is completed, except that Landlord shall make the Tenant whole as to any temporary or permanent loss of use of parking area and shall re- store the facility to its former condition upon completion of the -4- additional supports and foundations . Nothing herein shall be con- strued as limiting the time within which the Landlord can construct another building or buildings . The Landlord shall have the right to construct, lay, use and maintain access stairs, pipes, conduits , utility services and other connections through the parking facilities to serve the build- ings or structures constructed upon the top deck of the parking facilities in accordance with this Paragraph 6; provided, however, any access stairs shall be constructed at the locations as shown on and in accordance with the provisions of Exhibit "B". The Landlord shall, during the term of this Lease and Agreement, have exclusive right to use the four parking spaces designated for the Landlord 's use on Exhibit "A". There shall be no charge to the Landlord for the use of such spaces . 7 . Maintenance of Plaza . The City agrees to maintain the plaza to the south of the leased premises , as shown on Exhibit "A" and that this property will be used solely as a park or plaza dur- ing the term of this Lease and Agreement. 8 . Taxes . The Landlord shall pay all taxes and assessments upon the leased premises , except taxes and assessments specifically assessed against the Leasehold estate or parking facilities, such taxes or assessments shall be paid by the Tenants . 9. Quiet Enjoyment . The Tenants, upon the payment of the rent herein reserved, and upon the performance of all the terms of the Lease, shall at all times during the Lease term peaceably and quietly enjoy the leased premises without any disturbance from the Landlord or from any other person claiming through the Landlord. I -5- 10 . Repair and Maintenance. The Tenants shall, at all times during the term of this Lease, at their own expense, put and maintain in thorough repair and in good and safe con- dition all improvements on the leased premises , and their equipment and appurtenances , both inside and outside, struc- tural and nonstructural, extraordinary and ordinary, however the necessity or desirability for repairs may occur, and whether or not necessitated by wear, tear, obsolescence or defects , latent or otherwise. The Tenants shall also, at their own expense, put and maintain in thorough repair and in good and safe condition, and free from dirt, snow, ice, rub- bish and other obstructions or encumbrances , the sidewalks and curbs in front of and adjacent to the leased premises . It is expressly agreed, however, that the Tenants shall have no ob- ligation to use any funds other than net revenues (gross revenues less debt service requirements for the bonds described in Paragraph 5 of this Lease) derived from the operation of the parking facilities in complying with the provisions of this Paragraph. 11 . Compliance with Laws . The Tenants at their sole ex- pense shall comply with all laws , orders and regulations of federal, state and municipal authorities, and with any direc- tion of any public officer, pursuant to law, which shall impose any duty upon the Landlord or the Tenants with respect to the leased premises . The Tenants, at their sole expense, shall obtain all licenses or permits which may be required for the conduct of their business within the terms of this Lease and Agreement, or for the making of repairs, alterations , improve- ments or additions , and the Landlord, where necessary, will join with the Tenants in applying for all such permits or licenses . -6- • 12 . Surrender . At the expiration of the lease term the Tenants shall surrender the leased premises in as good condi- tion as they were in at the beginning of the term, reasonable use and wear and damages by the elements excepted. 13 . Alterations and Modifications . The Tenants shall have the right, from time to time, to make all such alterations and improvements to the leased premises as shall be reasonably necessary or appropriate in the Tenant 's judgment for the Tenants conduct thereon of their business ; provided, however, such alterations and improvements shall not damage or adversely affect that part of the top deck of the parking facilities used as a slab for the buildings constructed on the top deck in accordance with the provisions of this Lease, or the underlying support for the buildings . 14. Utilities The Tenants shall pay all charges for gas, electricity, light, heat, power and telephone or other communi- cation service used, rendered or supplied upon or in connection with the leased premises, and shall indemnify the Landlord against any liability or damages on such account. 15 . Casualty Losses . (a) In case of damage to or des- truction of the leased premises, or of the machinery, fixtures, or equipment used in the operation and maintenance thereof, by fire or otherwise, the Tenants 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 des- truction. Such restoration, repair, replacement, rebuilding or alteration shall be commenced as soon as practicable after the receipt by the Tenant of the insurance money to be paid on account of such damage or destruction, and, after such work has been commenced, it shall be prosecuted with reasonable diligence. -7- (b) All insurance money received by the Tenant on account of such damage or destruction, less the cost, if any, of such recovery, shall be applied to the payment of the cost of such restoration, repair, replacement, rebuilding or alter- ation (called "the work") , including expenditures made for temporary repairs or for the protection of property pending the 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 that the sum requested is 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 subpara- graph (b) , the Tenant shall, out of such insurance money, pay to the persons named in such certificate the respective amount stated in such certificate to be due to them. If the insurance money exceeds the amount required to pay the cost of such work, the Tenants shall be entitled to such excess . (d) The Tenants ' obligation to pay the rent and to perform all other terms of this Lease shall not be affected by any such damage to or destruction of the leased premises or the machinery, fixtures and equipment used in the operation and maintenance thereof. (e) Nothing in this paragraph 15 shall be construed as requiring the Tenants to expend any funds in excess of insurance proceeds for such work, but the Tenants shall not be prohibited from doing so . -8- 16. Insurance . (a) The Tenants shall keep the leased premises insured throughout the term of this Lease against the following : (1) Loss or damage by fire and such other risk as may be included in the broadest form of extended cover- age insurance from time to time available in an amount equal to the full insurable value . (2) War risk insurance, as and when and to the ex- tent that such insurance is obtainable from the United States of America or an agency thereof, in an amount equal to the full insurable value . (3) Loss or damage from leakage of sprinkler systems now or hereafter installed in the leased premises in an amount not less than 10% of the full insurable value . (b) All insurance required to be maintained by the Tenants shall be effected by valid and enforceable policies issued by insurers of recognized responsibility licensed to do business in this State and satisfactory to the Landlord. All policies of insurance shall name the Tenants and the Landlord as the insured as their respective interests may appear. All such policies shall, to the extent obtainable, contain an agreement by the insurers that such policy shall not be cal celled without at least ten days prior written notice to the Landlord. All such policies , or certificates of their issuance, shall be delivered to the Landlord. 17. 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 this Lease shall cease from the time when -9- possession is taken by such public authority and rental shall be accounted for between the Landlord and the Tenants as of the date of the surrender of possession. Such termination shall be without prejudice to the rights of either the Landlord or the Tenants to recover compensation from the condemning authority for any loss or damage caused by such condemnation. If a portion of the leased premises is condemned for public use and the remainder of the leased premises continues to be suitable for the purposes herein leased, the lease shall continue in full force and effect without any abatement of rent . The Landlord and the Tenants shall each be entitled to recover compensation from the condemning authority for any loss or damage caused by such condemnation. Neither the Landlord nor the Tenants shall have any rights in or to any award made to the other by the condemning authority. 18 . Assignment and Subleasing. The Tenants shall not assign, mortgage or encumber, nor sublet or permit the leased premises or any part thereof to be used by others , without the prior written consent of the Landlord in each instance. If this Lease is assigned, or if the leased premises or any part thereof is sublet, or occupied by anyone other than the Tenants, the Landlord may, after default by the Tenants , collect rents from the assignee, subtenant or occupant and apply the net amount collected to the rent herein reserved. No such assign- ment, subletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, subtenant or occupant as tenant or release of the Tenants from the further performance by the Tenants of the covenants in this Lease . The consent by the Landlord to an assignment or sublet- -10- ting shall not be construed to relieve the Tenants from ob- taining the consent in writing of the Landlord to any further assignment or subletting. 19 . Tenants ° Option to Terminate. The Tenants may, by written notice to the Landlord, terminate this Lease at any time on or after fifty five (55) years from the date of exe- cution hereof. In the event of such termination, all rights and obligations of the parties under and pursuant to this Lease shall immediately cease . 20 . Lease Binding on Successors and Assigns . This Lease shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns , including, without limi- tation, any successor entity hereafter lawfully created to exercise the functions of the Parking Authority. 21 . Memorandum of Lease . The parties agree that this Lease and Agreement shall not be recorded, but that they shall execute, acknowledge and record an appropriate Memorandum of this Lease and Agreement adequate to constitute public notice of the rights and responsibilities of the parties hereunder . 22 . 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 being given, as designated by such party in writing. The Landlord hereby designates its address as : Arkansas Bar Foundation 314 West Markham Street Little Rock, Arkansas -11- •w The City hereby designates its address as : City of Little Rock, Arkansas c/o City Clerk City Hall Little Rock, Arkansas The Parking Authority hereby designates its address as : Little Rock Municipal Parking Authority City Hall Little Rock, Arkansas Any party may change its address by written notice to the other parties . Any notice or other communication shall be deemed to have been given at the time it is deposited and registered or certified in any United States Post Office or branch Post Office. 23 . Modifications . The parties shall not alter, modify or amend any of the terms of this Lease without the prior written approval of the Trustee for the holders of the reve- nue bonds of the City described in Paragraph 5 of this Lease. IN WITNESS WHEREOF, the parties hereto have executed this Lease and Agreement this /,`.,^ day of /0Ocet , 1971 . ARKANSAS BAR FOUNDATION ATTEST: LANDLO'i' ATTEST: CITY OF LITTLE ROCK, ARKANSAS // City Clerk / Mayor / LITTLE ROCK MUNICIPAL PARKING AUTHORITY ATTEST: TENANTS 1/01k /`, — By flit/`` -12- ■ Page 2 Section 2 . That the Mayor, City Clerk and City Manager, or any of them, for and on behalf of the City, and the members of the Parking Authority, or any of them, for and on behalf of the Parking Authority, be , and they are hereby, authorized and directed to do all things , execute all instruments and otherwise take all action necessary to the realization of the rights of the City and the Parking Authority and to the discharge of the obligations of the City and the Parking Authority as Lessees 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 remainder 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: .Tanuary 4 , 1971 . APPROVED: ATTEST: - Mayor City Clerk