6665 l
RESOLUTION NO. 6 , 665
A RESOLUTION AUTHORIZING A MEMORANDUM OF
INTENT BY AND BETWEEN THE CITY OF LITTLE
ROCK, ARKANSAS , AND LA QUINTA MOTOR INNS,
INC. PERTAINING TO THE ISSUANCE OF TOURISM
REVENUE BONDS FOR FINANCING THE COSTS OF
ACQUIRING , CONSTRUCTING AND EQUIPPING
TOURISM FACILITIES ; AND PRESCRIBING OTHER
MATTERS RELATING THERETO.
BE IT RESOLVED by the Board of Directors of the City of
Little Rock, Arkansas :
.ecti_Qn 1. That there be, and there is hereby authorized
the execution and delivery of a Memorandum of Intent by and
between the City of Little Rock, Arkansas (the "Municipality") ,
and La Quinta Motor Inns , Inc . , ( the " Company " ) , in
substantially the form and with substantially the contents
hereinafter set forth , 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.
Secfi,Qn_Z. This resolution, and the attached Memorandum
of Intent shall constitute "some other similar official action"
of the Municipality within the meaning of Section 1 .103-8 (a) ( 5)
of the Federal Tax Regulations issued by the United States
Treasury Department . The form and contents of the Memorandum
of Intent , which are approved and which are made a part hereto,
shall be substantially as follows:
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MEMORANDUM OF INTENT
THIS MEMORANDUM OF INTENT is between the City of Little
Rock , Arkansas , ( hereinafter referred to as the
"Municipality " ) , and La Quinta Motor Inns, Inc . , a Texas
corporation duly qualified to do business in the State of
Arkansas, (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 . 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 , 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 (1 ) lease and/or sell the same
for such rentals and payments and/or ( 2) contract concerning
upon such terms and conditions as the Municipality deems
advisable.
(b) In order to secure and develop tourism projects
0 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 constituting a motor inn
and adjacent restaurant) 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
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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 Facilities , including interest during and after
construction, issuance expenses and working capital .
(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
(1 ) leasing and/or sale and/or (2) contract concerning 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
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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 $5 , 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 , for the leasing or sale thereof to the Company, or
contract concerning, all in a manner and 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 loan payments
( i . e . , the rents or loan payments to be used to pay the
principal of , premiums , if any , and interest on the Bonds )
payable under leases or sale or loan 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 or loan 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 . Und_ertatings on the Part of the Company. Subject to
the conditions above stated, the Company agrees as follows:
( a) That it has engaged and will retain the services
of recognized bond counsel to assist with the structuring of
its bond issue , and if a public distribution is to be made, it
will additionally obtain the services of a qualified
underwriter or underwriters who will assist with the sale and
distribution of the bond issue , and in either event will
cooperate with the Municipality in the issuance , sale and
delivery of the Bonds to the end of achieving timely and
favorable marketing thereof .
(b) That it will enter into such leases, sale or loan
agreements or other appropriate agreements with the
Municipality under which the Company will obligate itself to
pay to the Municipality rents or loan 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 , and as
amended by Ordinance No . 13 , 955 adopted by the Board of
Directors on December 16 , 1980 .
4 . Cg ngra1_Bro_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
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
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desirable by the Municipality and the Company.
(b) In the event the Tourism Facilities are owned by
the Municipality, 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 the Company 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.
IN WITNESS WHEREOF, the parties hereto have entered into
this Memorandum by their officers thereunto duly authorized as
of the day of , 19 81 .
ATTEST: CITY OF LITTLE ROCK, ARKANSAS
by
City Clerk Mayor
(SEAL)
ATTEST: LA QUINTA MOTOR INNS, INC.
by
(title) (title)
(SEAL)
r ' ;
Section i. 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
Iotherwise take all action necessary to the realization of the
Municipality' s obligations under the Memorandum of Intent.
PASSED: September 30 , 1981
APPROVE
Mayor
ATTE 414 edy .et
(SEAL)
I