Loading...
HomeMy WebLinkAbout6745 RESOLUTION NO. 6 , 745 A RESOLUTION AUTHORIZING A MEMORANDUM OF INTENT BY AND BETWEEN THE CITY OF LITTLE ROCK , ARKANSAS , AND LAGNIAPPE IV LIMITED PARTNERSHIP 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: Section 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 Lagniappe IV Limited Partnership, an Arkansas limited partnership ( the "Partnership") , 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. Section 2 . 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 : I MEMORANDUM OF INTENT THIS MEMORANDUM OF INTENT is between the City of Little Rock , Arkansas , ( hereinafter referred to as the "Municipality " ) , and Lagniappe IV Limited Partnership, an Arkansas limited partnership duly qualified to do business in the State of Arkansas , ( hereinafter referred to as the "Partnership") . 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 Partnership AGREE: 1 . Prgliminary_ Statgmgnt . ( 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 4 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 Partnership has determined that it must obtain a commitment from the Municipality that it will issue revenue bonds under Act 380 as the Partnership 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 Partnership, 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 Partnership, will secure and develop tourism and thereby promote the general health, safety, progress and physical and economic well-being of the inhabitants of the Municipality and adjacent areas . 2 . Undgrtakings on the Part of the Municipality. Subject to the conditions above stated, the Municipality agrees as follows: (a) That when requested by the Partnership, 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 $1 , 600 , 000 . Thus, Tourism Revenue Bonds will be issued under Act 380 in such amount as shall be requested by the Partnership 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 Partnership, 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 Partnership, 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 Partnership. (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 Partnership, 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 . Undertakings on the Part of the Partnership. Subject to the conditions above stated, the Partnership 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 Partnership 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, immediately upon approval and execution of this agreement , 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 . Cgngral Provisions . ( 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 desirable by the Municipality and the Partnership. (b) In the event the Tourism Facilities are owned by the Municipality, the Partnership agrees that it will make annual payments , in lieu of ad valorem taxes , to the Municipality for the use of its credit rating and for administrative services provided by the Municipality, an amount equivalent to the product of : ninety percent ( 90% ) of the principal amount of the Bonds multiplied by twenty percent (20% ) multiplied by the local tax rate. ( c ) The Partnership 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 82 . ATTEST: CITY OF LITTLE ROCK, ARKANSAS by 62 City Clerk Mayor --, (SEAL) ATTEST: LAGNIAPPE IV LIMITED PARTNERSHIP -----____-- by (title) (title) _. ( SEAL) , Section 1. 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. ADOPTED: February 16, 1982 . APPROVED Mayor ATTEST: ( SEAL) 4 4