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6457 I ti , 11EMORANDUM OF INTENT THIS MEMORANDUM OF INTENT is between the City of Little Rock , Arkansas , party of the first part (hereinafter referred to as the "Municipality" ) , and the Little Rock Motels No. 1 , Ltd . , a Texas limited partnership to be formed by Little Rock Motels No . 1 , Ltd . , among others , party of the second part (hereinafter referred to as the "Company") . IN CONSIDERATION of the undertakings of the parties set forth herein and the benefits to be derived therefrom and of other good and valuable consideration, receipt of which is hereby acknowledged by the parties , the Municipality and the Company AGREE: 1 . BrglimiIlary .tateme,Ht . ( a) The Municipality is a duly organized and existing city of the first class under the laws of the State of Arkansas and is authorized by the laws of the State of 'Arkansas , including particularly Act No. 380 of the Acts of Arkansas of 1971 , as amended ( "Act 380 " ) , to issue revenue bonds for financing the costs of acquiring , constructing and equipping tourism facilities (as defined and authorized by Act 380 ) , and to lease and/or sell the same for such rentals and payments and upon such terms and conditions as the Municipality deems advisable. (b) In order to secure and develop tourism projects which will stimulate and enhance economic growth and well-being of the municipality and the people ( in furtherance of the • • public purpose of Act 380 ) , it is proposed that a tourism project ( consisting of lands , buildings , improvements , machinery , equipment and facilities ) be acquired, constructed and equipped (the "Tourism Facilities") . ( c) The Company has determined that it must obtain a commitment from the Municipality that it will issue revenue bonds under Act 380 as the Company and the Municipality, upon advice of counsel , shall deem appropriate and make the proceeds available for the permanent financing of any part of the costs and expenses incurred in acquiring, constructing and equipping the Tourism Facilitie8. ( d) The Municipality is willing to so commit and to proceed with the issuance of such bonds as and when requested by the Company, in principal amounts necessary to furnish such permanent financing subject to the receipt of information reflecting the financial feasibility of issuing the bonds. ( e) The Municipality considers that the acquiring, constructing and equipping of the Tourism Facilities and the leasing or sale of all such facilities as are so financed to the Company , will secure and develop tourism ,and thereby promote the general health , safety , progress and physical and and economic well-being of the inhabitants of the Municipality and adjacent areas . 2 . Undertakings on the Part of the Municipality. Subject to the conditions above stated, the Municipality agrees as follows : ( a ) That when requested by the Company , it will authorize and take , or cause to be taken, the necessary steps to issue bonds under Act 380 , in the aggregate principal amount necessary to furnish the permanent financing or any part of the cost of accomplishing the Tourism Facilities . In this regard, it is estimated at this time that the cost of the Tourism Facilities will be in an aggregate principal amount not to exceed $6 , 000 , 000 . Thus, Tourism Revenue Bonds will be issued under Act 380 in such amount as shall be requested by the Company for accomplishing all or any part of the Tourism Facilities (the "Bonds ") . (b) That it will , at the proper time and subject in all respects to the recommendation and approval of the Company, adopt , or cause to be adopted, such proceedings and authorize the execution of such documents as may be necesssary and advisable for . the authorization, sale and issuance of the Bonds , the acquiring, constructing and equipping of the Tourism Facilities , and for the leasing or sale thereof to the Company, all in conformity with Act 380 and any other applicable federal and state laws and upon terms and conditions mutually satisfactory to the Municipality and the Company. ( c) That the aggregate basic rents or payments ( i .e. , the rents or payments to be used to pay the principal of , premiums , if any , and interest on the Bonds ) payable under leases or sale agreements between the Municipality and the Company, shall be sufficient to pay the principal of , premiums, • • if any , and interest on the Bonds when due . The leases or sale agreements shall contain such provisions as are necessary or desirable, consistent with the authority conferred by Act 380 . (d) That it will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof . 3 . Undertakings on the Part of the Company. Subject to the conditions above stated, the Company agrees as follows: (a) That it will obtain the services of a qualified underwriter or underwriters who will assist with the structuring and private placement of the bond issue and that it will cooperate with the Municipality in the issuance and private placement of the Bonds to the end of achieving timely and favorable marketing thereof . ( b.)" That it will" enter into such leases , sale �.. t, agreements or other appropriate agreements with the Municipality under which the Company will obligate itself to pay to the Municipality rents or payments sufficient to pay the principal of , premiums , if any, and interest on the Bonds when due and containing such other provisions as are necessary or desirable consistent with the authority conferred by Act 380 . ( c) That it will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof. • (d) That it will pay to the Municipality, upon the issuance of the Bonds , an administrative charge for services provided by the City in the issuance of the Bonds according to the schedule of charges established by Ordinance No . 13 , 683 adopted by the Board of Directors on July 3 , 1979 . 4 . �enerai 2/o_visions . ( a ) This Memorandum shall continue in full force and effect until the Tourism Facilities and their financing by Bonds , as herein specified , is accomplished, and in this regard it is understood that there may be separate issues of Bonds , and separate series within a rarticular issue , with different maturities , interest rates, redemption provisions and other details. In the case of each issue , and of each series , the Municipality will take appropriate action by ordinance or resolution to sell and authorize the Bonds and to authorize and execute such agreements and documents as may be 'determined necessary or desirable by the Municipality and the Company. (b) The Company agrees that it will make ,payments in lieu of ad valorem taxes in the same amount as it would have paid in ad valorem taxes had it owned such facilities and assessed and paid ad valorem taxes thereon along with the other properties in the Tourism Facilities. ( c ) The Company affirms that it is an equal opportunity employer and that it does not discriminate on the basis of race, sex, creed, religion or national origin. (d) The Company waives all claims, causes of action • and rights against the Little Rock Municipal Airport and the City of Little Rock , Arkansas which may hereafter inure to the benefit of the Company as a result of damages to the proposed facilities arising from or attributable to the operation of the Little Rock Municipal Airport including , but not limited to, damage caused or attributable to noise , vibration or the authorized overflight of aircraft. ( e) The Company understands that a Field Master Plan presently exists for the expansion of the facilities and operations of the Little Rock Municipal Airport. The Company states that it is aware of the Field Master Plan and that it agrees not to raise objection to or interfere with any expansion contemplated by the Airport Commission as represented by the present Field Master Plan. A copy of the Airport Layout Plan is attached hereto as Exhibit A and made a part hereof . ( f) , The. Company agrees to comply with all rules and regulations governing the construction of facilities located in or near the Little Rock Municipal Airport; that it will apply for and obtain all permits , licenses or other authorizations necessary for the construction and completion of the Tourism Facilities ; and that it will submit the proposed construction plans to the Airport Commission and the Municipality for review prior to issuance of the Bonds . • .•.. IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum by their officers thereunto duly authorized as of the day of , 1980 . ATTEST: CITY OF LITTLE ROCK, ARKANSAS by City Clerk Mayor ( SEAL) ATTEST: LITTLE ROCK MOTELS NO. 1 , LTD. by (title) ( title) ( SEAL) . . . 5 • a I tc,\:. „,...„....., ..-. -::.-:....=,--__-==_,--_-,--r-_-_14.--z.---.--7:::"-2.-.:IL-7=77=7.:7....7---;=--1:1-7--=-1.7----:-.--:-----__A—Tr___7.:_-.....,,,...,-;,-.-{" 1 /-.. - "L.-- -_-_-_-./ o • 4 •. a a • 4-+f..--� a e--o.a i m".'° lik `/ o� " / .0CZX• iixpo s � 0` // I i o ,. .;;Z.../1.4:'' 4...4”-Ir4.•••••4 . . 1 -do Q • / / / , o3wry 0 !� , / \ / / O3dr3-00.,0Yd3J k ' '3 •� / \• 030'7030 3+M1. `--1 MW' lzat7r0ud 3 / \ ‘t:// / ' avcw JU^3S0�.Y 7 /L !� / 1, >, ;'• 1 Will ` - / 9 Quad; ,,,i::'' ..,, \/' lir "t--1:. -- 11036'.15"NO.0.7. .• t\\ 9N i: //5 / \.\ r 3.00 • � \ DA O/1/ DAUS// ay "� JN3ri3Ard avuS•. ,y . / I \\\ i i, 30/7 N011.Nd1S36, 01 , rt.). '1J .:\ ••.,....A4 i 4,.....46.,:',f-a„, 4 j, u o «°• 3607;5'3071; awn LY3A3SV3 lewd. 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R R. ..0 PREFORM BY -;:./47-,........... --— — -, — --_-1 l _.---1--------777.--=-1.7_—=—____ _— _ \ — — — '-k GARVEF 8 GC 4VE4 INC.y` 1,.9 — CONSUITNG EMCNEERS LITTLE ROCX.ARKANSAS 8,Xhib/I tq Section 2. That the Mayor and City Clerk be, and they are hereby authorized and directed , for and on behalf of the Municipality, to do all things , execute all instruments and otherwise take all action necessary to the realization of the Municipality ' s obligations under the Memorandum of Intent. PASSED: October 21 , 1980 . APPROVED: / IuiliZawl( Mayor ATTEST: 41° (SEAL) i