HomeMy WebLinkAboutRES.904.03-07-1994 �HK b4 'y4 by�byH� V1L�UKt � �tLL t51L) r.µ��
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BYY.Y. NO. 94-49 �SOLUT�ON NO. �'
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A RESOLUTION TO DESIGNATE BO'Yn MYSSOURY, INC. AS
T� DEVELOPER TO DEVELOP EXCURSION RIVERBOAT
GAMBLING AND C�tTAIN RELATED FACIL�TIES �N THE
CITY; EXPRESS�NG THE CONDITIONAL SUPPORT OF THE
CITY OF T� nE'VELOPER'S LAND-BASED ECONON�IC
DEVELOPMENT PLAN FO�t THE CITY; AND AUTHORIZING
'THE EXECUTION BY THE CTTY OF A ME�IORANDUl►� OF
UNDE725TANDING WITH'.I'� DEVELOPER.
VVI�REAS, Sections 313.800 to 313.850 of the Revised Statutes of Missou�x, 1986, as amended
(the "Act") au�horize the Missouri Gazning Con�mission(the "Commission"), upon approva] of a simple
nnajozity of the voters in a cicy or county voting on the question, to license excursion gambling boats in
such city or county; and
WHEREAS, on Novennber 2, 1993, more than a simple majority of the voters in the City vodng
on the question voted in favor of allowing the licensiz�g of excursion gambling boats in the City; and
wHEk2EAS, in order to promote the gene�at welfare and to encourage capital investment within
the City, on December 22, 1993, the Ciry rn�ailec! a Request for Qualifications and Proposals for the
development of an excursion gambling boat and related facilities; and
,.�-. vVHE�tEAS, on January 18, 1994, Boyd Missouri, Inc. and �.ady Luck Cape Girardeau, Inc.
submitted proposals to the City for the construction of ceztain public and private improvements in
connection wi�h the developmenc and opezation of an excursion gambling boac; and
WI�REAS, the Council finds az�d determines that it is in the best interescs of the City to select
the proposal of Boyd Missouri, Inc. (the "Developer")to develop and operate an excursion gambling boac
and relaced facilities, as set forth in the Developer's proposal, and to e.�cpxess to the Commission the
Council's support of the Developer's proposal, condicioned on entering into a Developnnenc A�reement
berween the City and the Developer with respect to the proposal; and
VVHEREAS, the Developer and the Ciry desire co enter into a N�emorandum of Understaztdin�
dated as of March 7, 1994, which sets ;forth certain components of�he intended Developmen[Agreeament;
NOW, THEREFORE, BE IT �tESOLVEA BY THE COUNC��. OF CAPE GIRARDEAU,
MISSOURI, AS FOLLOWS:
1. The Council determines and it does ce�tify to the Comtr�ission that ic supports the
application of the Developez for a lieense for a riverboat gambling operation to be located in the City;
provided, the Council's support of the Developer's application is expressly conditioned on the execution
of a DevelopmenG Agreemenc between the City and the Developer with respect to the Developer's
pzoposal.
2. The Council does not support any other such application.
��"� 3. This City is hereby authorized to enter into the Iv�emorandum of Understanding dated as
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of March 7, 1994 (atcachad hereco as Pxk�ibi� A and incozporaced by re�ezez�ce herein) between the City
,.•� and the Deve�opez. The Mayor is hereby authorized and directed to execute, and the Deputy Ciry Clerk
is hereby authorized and directed co attest, for and on behalf of and as the ac[and deed of the Ci�y, the
Memorandum of Underscanding.
4. This Resoluuon shall take effect and be in full force immediately afcer its adopcion by �he
City Council.
ADOPTED by the City Council of Ca�e Giracdeau, Missouzi, this 7th day of Nlarch, 1994.
Mayoz
(Seal)
ATTES'�:
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'"^ a�- ; , ,(
eputy, ity Clerk
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MEMORANDUM OF UNDERSTANDING
THIS MEMORANDIJM OF UNDERSTANDING (the "Memorandum"), entered into as of
March 7, 1994, by and between Boyd Missouri, Inc., a Missouri corporation (the "Developer") and the
City of Cape Girardeau, Missouri, a constitutional charter city and political subdivision of the State of
Missouri (the "City");
WITNESSETH:
WHEREAS, Sections 313.800 to 313.850 of the Revised Statutes of Missouri, 1986, as amended
(the "Act") authorize the Missouri gaming commission (the "Commission"), upon approval of a simple
majority of the voters in a city or county voting on the question, to license excursion gambling boats in
such city or county; and
WHEREAS, on November 2, 1993, more than a simple majority of the voters in the City voting
on the question voted in favor of allowing the licensing of excursion gambling boats in the City; and
WI-IEREAS, in order to promote the general welfare and to encourage capital investment within
the City, on December 22, 1993, the City mailed a Request for Qualifications and Proposals (the "RFP")
for the development of an excursion gambling boat and related facilities; and
WHEREAS, on January 18, 1994, the Developer submitted a proposal to the City, as
supplemented by correspondence from the Developer dated February 2, 1994 and February 17, 1994
(collectively, the "Proposal", all of which are attached hereto and incorporated by reference herein),
whereby the Developer proposed to construct certain public and private improvements, as more fully
described herein (the "Development Projects"); and
VVHEREAS, on March 7, 1994, the City Council of the City adopted a Resolution supporting
the Developer's land-based economic development plan (the "Resolution"), conditioned on entering into
a Development Agreement (the "Agreement") with the Developer in connection with the construction of
the Development Projects and certain other matters; and
WI�REAS, the City and the Developer desire to set forth herein the primary components of the
Development Projects and the rights and obligations of the parties with respect thereto, with the
understanding that certain other matters will be subsequently negotiated by the parties and incorporated
into the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein
contained, and subject to the conditions herein set forth, the City and the Developer agree as follows:
1. Site.
The Development Projects will be located on a privately-owned site of approximately 14 acres,
located northeast of the intersection of Main Street and Broadway in the City (the "Site"), as shown in
the Proposal. The Developer expects, at the time the Agreement is executed, to own or have options to
purchase all of the Site. The Developer is not requesting ownership or use of any property owned by the
City in connection with the Development Projects. The Developer understands that the execution of this
Memorandum by the City does not imply that the City will consent to the use by the Developer of the
Broadway gate of the flood wall in order to access the Development Projects.
2. Location of Excursion Gambling Boat
The Proposal calls for an excursion gambling boat to be moored approximately 90 yards north
of the Broadway gate of the flood wall. If for any reason the Developer is unable to moor an excursion
gambling boat between Sloan's Creek and the Broadway gate of the flood wall, the Developer agrees to
pay to the City, in addition to all other amounts speci�ed herein and in the Proposal, an amount equal
to two percent (2.0%) of the adjusted gross receipts (as defined in the Act) of the excursion gambling
boat. In addition, if the license granted by the Commission to the Developer permits continuous docking
of the excursion gambling boat, the Developer and the City agree to enter into an amendment to the
Agreement which shall establish a method of calculating the estimated savings to be achieved by the
Developer as a result of dockside gaming and shall provide for an equal sharing of those savings with the
City.
3. Designation of City as "Home Dock"
The application of the Developer to the Commission for a gaming license will designate the City
as the "home dock" of the excursion gambling boat.
4. Development Projects
A. Private Projects.
The Developer agrees, subject to the terms and conditions hereof, to construct, develop and
implement on the Site the Development Projects described in the Proposal, including but not limited to
the following (collectively, the "Private Projects"):
(1) An excursion gambling boat with a total passenger area of approximately 50,000
square feet and a passenger capacity of approximately 1,600.
(2) An approximately 39,000 square foot terminal building containing (a) a buffet
restaurant with seating capacity of approximately 250, (b) an entertainment lounge with seating
capacity of approximately 225, and (c) a 7,500 square foot staging and waiting area.
(3) A parking garage immediately south of the terminal building with parking for
approximately 370 vehicles and surface parking north of the terminal building with paved parking
for approximately 550 vehicles.
(4) Renovation of the Buckner-Ragsdale building and construction of dining and
lounge facilities therein as shown in the Proposal.
The Developer will not open the excursion gambling boat to passengers until all of the Private
Projects are complete and open for business, which shall occur within 10 months after the Developer
receives a gaming license from the Commission. The Agreement shall specify what portion of the Public
Projects (described below) must be complete prior to the opening by the Developer of the excursion
gambling boat.
B. Public Improvements.
The Developer agrees, subject to the terms and conditions hereof, to implement and develop the
following improvements (the "Public Projects"):
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(1) Prior to entering into the Agreement, the City will employ Horner & Shifrin Inc.
to prepare a traffic impact study relating to the Private Projects. The Developer will pay the cost
of the impact study, provided the study is reasonable in scope. The Developer agrees to fund (in
a manner mutually acceptable to the City and the Developer) all improvements recommended by
the traffic study that are necessary to alleviate the traffic impacts resulting from the Private
Projects.
(2) Prior to entering into the Agreement, the City will employ an engineering firm
(mutually acceptable to the City and the Developer) to prepare impact studies of the City's water
and sewerage system facilities. The Developer will pay the cost of the impact studies, provided
the studies are reasonable in scope. The Developer agrees to fund (in a manner mutually
acceptable to the City and the Developer) all improvements recommended by the studies that are
required to provide service to the Private Projects and to alleviate the impact to the water and
sewerage systems resulting from the Private Projects.
5. Assurances of Performance
All obligations of the Developer under the Agreement shall be guaranteed by Boyd Gaming
Corporation. In addition, the Developer shall provide escrow funds, letters of credit, performance bonds
or other assurances acceptable to the City (all of which shall be in the usual and customary forms) to
ensure the timely completion of the Development Projects, all of which shall be set forth in the
Agreement.
6. Limitation on Sunday Gaming Operations
The Developer shall not conduct gaming between the hours of 6:00 a.m. and 12:00 noon on
Sundays.
7. Gaming Disorders
Prior to the execution of the Agreement, the Developer will enter into agreements with one or
more local mental health agencies and/or charitable organizations to establish and/or fund programs
related to the prevention of and recovery from gambling addiction. The Developer shall also take such
other actions to alleviate gaming disorders as are set forth in the Proposal.
8. Employment of Minorities and Women
Prior to the execution of the Agreement, the Developer shall establish an affirmative action plan
with respect to the employment of minorities and women on the Private Projects. The plan shall include
methods of monitoring compliance with the plan, and establishing, funding and administering an outreach
program for minority training and hiring during the entire period of operation of the Development
Projects.
9. Grants to the City and Other Parties
The Developer recognizes that the City will incur certain costs as a result of the Private Projects
which are not foreseeable as of the date hereof. To mitigate such costs, the Developer shall pay to the
City, each year during which the Agreement is in effect, the amounts specified in the Proposal. Such
amounts shall be in addition to any moneys to be paid by the Developer pursuant to this Memorandum
and the Act. As additional consideration for the execution of this Memorandum by the City, the
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Developer agrees to contribute such amounts as are set forth in the Proposal to the other parties named
therein. The Agreement will set forth the times and amounts to be paid by the Developer pursuant to this
paragraph.
In addition, if any part of the Private Projects are not located in the Downtown Special Business
District, the Developer will, prior to the execution of the Agreement, take such actions as may be
required by law to incorporate the Site into the Downtown Special Business District.
10. Conditions Precedent to Developer's Obligations
The obligations of the Developer to consummate the Development Projects will be subject to
certain conditions precedent, including but not limited to the following:
A. Issuance of a permit or license from the Commission. ,
B. Issuance of all necessary construction permits, licenses and approvals from federal, State
of Missouri and local agencies and bodies, including the U.S. Corps of Engineers, the
U.S. Coast Guard and the City.
11. City Expenses
The Developer agrees that it will reimburse the City for all out-of-pocket expenses for legal,
accounting, engineering and other consulting services in connection with preparing the RFP, reviewing
the Proposal, and drafting, negotiating and ensuring the performance by the Developer of this
Memorandum and the Agreement. The Developer agrees, prior to the execution of this Memorandum
by the City, to pay $25,000 to the City to pay such costs incurred by the City prior to the date hereof and
to pay a portion of the costs to be incurred by the City prior to the execution of the Agreement. The City
agrees to provide an accounting of all such costs to the Developer. Any amounts not required by the City
to pay such costs prior to the date of execution of the Agreement shall be credited against the obligation
of the Developer pursuant to the next paragraph.
The Developer further agrees, on or prior to the date of the execution of the Agreement, to pay
$100,000 to the City to pay all costs to be incurred by the City following the execution of the Agreement
but prior to the opening of the Development Projects. Fifty percent (50%) of such amount shall be
credited against the amount to be paid to the City during the first year of operation of the excursion
gambling boat, as set forth in the Proposal and in Para�ph 9 hereof.
The Developer further agrees, in the event a lawsuit is filed challenging the validity of this
Memorandum or the Agreement or the Resolution, the Developer will reimburse the City up to $50,000
toward the cost and expense of defending against such lawsuit.
12. Other Terms of Agreement
The parties agree that the intent of this Memorandum is to set forth in principle the primary
components of the Development Projects, and that the Agreement will contain additional provisions
relating to the rights and obligations of each party. Such provisions may include but are not limited to:
cooperation in licensing, events of default, remedies upon default, indemnification, insurance
requirements, security provision, safety, inspections and zoning.
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To the extent that any provisions of this Memorandum differ from the Proposal, such provisions
shall be deemed to supplement the Proposal and not to eliminate any obligations or commitments of the
Developer under the Proposal.
ENTERED INTO AS OF THE 7TH DAY OF MARCH, 1994.
CITY OF CAPE GIRARDEAU, MISSOURI
BY: � '%� / J/ %/7i�i-�-
Title: Mayor
(SEAL)
ATTEST:
, ��
Title: ity Clerk
BOYD MISSOURI, INC.
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By: t ,..l�y'.�-�, ' . ,��� . -
Title: �/,�,� �,�,e,,,�..�
(SEAL)
ATTEST:
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Title: P,/ ,�,,.���,,..�.
GUARANTEED BY:
BOYD GAMING CORPORATION
By: ��—�'��'' � __�
Title: Q,,,,�,,�.,,f-
(SEAL)
ATTEST:
G�-� /� ���e�--
Title: �/,,� ���,{�,�,�—
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