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RESOLUTION NO. 6 , 611
A RESOLUTION AUTHORIZING A MEMORANDUM OF
INTENT BY AND BETWEEN THE CITY OF LITTLE
ROCK, ARKANSAS, AND SNIDER CORPORATION
PERTAINING TO THE ISSUANCE OF REVENUE BONDS
FOR FINANCING THE COSTS OF ACQUIRING,
CONSTRUCTING AND EQUIPPING HOTEL AND RELATED
FACILITIES; 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 autho-
rized the execution and delivery of a Memorandum of Intent by and
between the City of Little Rock, Arkansas (the "Municipality" ) ,
and Snider Corporation, an Arkansas corporation (the "Company" ) ,
and the Mayor and City Clerk be, and they are hereby, authorized to
execute and deliver the Memorandum of Intent for and on behalf of
the Municipality. The Memorandum of Intent is approved in
substantially the form submitted to this meeting, and the Mayor is
hereby authorized to confer with the Company in order to complete
the Memorandum of Intent in substantially the form submitted to
this meeting with such changes as shall be approved by such
persons executing the document, their execution to constitute
conclusive evidence of such approval .
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 other-
wise take all action necessary to the realization of the Muni-
cipality' s obligations under the Memorandum of Intent.
PASSED: June 16 , 1981.
APPROVE
Mayor
City erk AP-11
(SEAL)
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MEMORANDUM 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 SNIDER CORPORATION, an Arkansas
corporation, 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 considerations, receipt of which is hereby
acknowledged by the parties, the Municipality and the Company
AGREE:
1 . Preliminary Statement. (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 to issue revenue bonds for financing the costs of
acquiring, constructing and equipping hotel and related
facilities and to lease, sell and/or make loans to finance the
same for such rentals and payments and upon such terms and
conditions as the Municipality deems advisable.
(b) The Company proposes that a hotel be acquired,
constructed and equipped at the Municipality (the "Project" ) . It
is expected at this time that the Project will consist of a 200-
room hotel and related facilities to be located within the
corporate boundaries of the Municipality, with special emphasis
on serving families of hospital patients and on serving visitors
to sports and other tourism activities conducted at the
Municipality.
(c) The Company has determined that prior to commence-
ment of acquisition or construction of the Project, it must obtain
a commitment from the Municipality that it will issue revenue
bonds 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 or all of the costs and expenses
incurred in acquiring, constructing and equipping the Project.
(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 compliance with all conditions
legally applicable to the issuance of such bonds.
(e) The Municipality considers that the acquiring,
constructing and equipping of the Project, and the making of loans
to finance or the leasing or sale to the Company of all such
facilities as are so financed, will be in the public interest and
will promote the general health and economic welfare of the
inhabitants of the Municipality and adjacent areas.
2 . Undertakings on the Part of the Municipality.
Subject to the conditions stated herein, 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 revenue bonds under applicable law, in the aggregate
principal amount necessary to furnish the permanent financing of
all or any part of the costs of accomplishing the Project. In this
regard, it is estimated at this time that revenue bonds in the
aggregate principal amount of $8, 000, 000 will be issued. However,
the Municipality' s commitment is to issue revenue bonds in such
amount as shall be requested by the Company for accomplishing all
or any part of the Project, whether that amount is more or less
than the above estimate and whether the facilities finally
acquired, constructed and equipped are identical to or are
different from the facilities presently expected to constitute
the Project. It is understood that such bonds will not be general
obligations of the Municipality, but will be special obligations,
and in no event will they constitute an indebtedness of the
Municipality within the meaning of any constitutional or
statutory limitation. The Municipality will not be called upon to
pay any costs or expenses incurred in connection with the
authorization and issuance of the bonds, and all such costs and
expenses will be paid out of the proceeds of the bonds or by the
Company.
(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 necessary and advisable for
the authorization, sale and issuance of the bonds, the acquiring,
constructing and equipping of the Project, and for the leasing or
sale thereof or the making of loans therefor to the Company, all in
conformity with Arkansas law and any other applicable 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, premium,
if any, and interest on the bonds) payable under leases, sale
agreements or other agreements between the Municipality and the
Company, shall be sufficient to pay the principal of, premium, if
any, and interest on the bonds when due. The leases, sale
agreements or other agreements shall contain such provisions as
are necessary or desirable, consistent with the authority
conferred by applicable law.
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(d) That it will take or cause to be taken such other
action 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 stated herein, the Company agrees as follows:
(a) That the Company will cooperate with the Muni-
cipality in the sale and issuance of the bonds.
(b) That the Company will enter into such leases, sale
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,
premium, 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 applicable law.
(c) The Company is informed and understands that all or
part of the properties comprising the Project may be exempt from
ad valorem taxes by virtue of their ownership by the Municipality,
and in such case and as consideration to the Municipality to enter
into this Memorandum of Intent, the Company will agree to make
payments to the Municipality in lieu of ad valorem taxes. The
amount and other details concerning such payments will be embodied
in an appropriate agreement between the Municipality and the
Company.
(d) That the Company will pay all costs of the Project,
costs and expenditures incidental thereto, and financing costs
(including all costs of authorizing and issuing the bonds) not
paid from the proceeds of the bonds.
(e) The Company agrees that it will pay to the
Municipality an administrative charge in such amount or amounts
established by ordinance as compensation to the Municipality for
administrative services performed in connection with the Project
and its financing.
(f) That the Company is an equal opportunity employer,
and it is the Company' s policy not to discriminate against job
applicants or employees on the basis of race, sex, color, national
origin, religion, or age in accordance with applicable law.
(g) That the Company will take such further action and
adopt such further proceedings as may be required to implement the
aforesaid undertakings or as it may deem appropriate in pursuance
thereof.
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4. General Provisions. This Memorandum of Intent
shall continue in full force and effect until the Project and its
financing by bonds is accomplished, and in this regard it is
understood that there may be separate issues of bonds, and
separate series within a particular 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.
IN WITNESS WHEREOF, the Municipality and the Company
have entered into this Memorandum of Intent by their officers
thereunto duly authorized, as of the day of
1981 .
CITY OF LITTLE ROCK, ARKANSAS
ATTEST:
By
Mayor
City Clerk
(SEAL)
SNIDER CORPORATION
ATTEST:
By
(title)
(title)
(SEAL)
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