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1438RESOLUTION NO. ~4 38 A RESOLUTION TO APPROVE THE MEMORANDUM OF LEASE BETWEEN THE CITY OF WEST MEMPHIS, ARKANSAS, THE WEST MEMPHIS- CRITTENDEN COUNTY PORT AUTHORITY AND MID-SOUTH TERMINAL COMPANY AND TO AUTHORIZE THE MAYOR TO EXECUTE THE MEMORANDUM OF LEASE ON BEHALF OF THE CITY OF WEST MEMPHIS WHEREAS, the West Memphis-Crittenden County Port Authority and Pine Bluff Warehouse Company entered into a Terminal Lease Agreement dated October 20, 1981, as supplemented and amended by Addendum No. 1 dated February 14, 1985 and Addendum No. 2 dated November 17, 1989 (the Lease); and WHEREAS, Pine Bluff Warehouse has assigned the Lease to Mid-South Terminal Company by a separate instrument; and WHEREAS, the title to the real property which is the subject of the Lease is presently held in the name of the City of West Memphis, Arkansas, and it is necessary that the City of West Memphis join in the Lease and consent to its assignment to Mid-South Terminal Company; and WHEREAS, a Memorandum of Lease has been prepared for the purpose of giving notice of the existence of the tenancy created by the Lease, a copy of which is attached hereto; and WHEREAS, the City Council of the City of West Memphis finds that the Memorandum of Lease, in substantially the form as attached hereto, should be approved and the Mayor should be authorized to execute said document on behalf of the City of West Memphis, Arkansas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WEST MEMPHIS, ARKANSAS, THAT the Memorandum of Lease, in substantially the form as attached hereto, is hereby approved and the Mayor is hereby authorized and directed to execute the Memorandum of Lease on behalf of the City of West Memphis. ADOPTED this ~e7'"N day of /~A y , 19~. ATTEST: DAN ~C`'f~AF~ , yG i~eC 1~`rk SPONSORED BY: G~ C ~GF~J AL BOALS, Mayor -2- Ail 1!-IC1 ~•. __ < ? t ~'I OF LEASE (V~ ::,~ :vietnphis) DI~I~T ~~ r ~~-~4s This ~•temarandum of Lease is executed and entered into on this _ day of May, 1495 by and bet~•een the City af~ `-4'est !4'[emphis, Arkansas (the ''City"} and the West Memphis-Crittenden County Pon Authority (the "Authority") turd Mid-South Terminal Company, a Tennessee general partnership (""Tenant") with respect to that certain unrecorded Terminal Lease Agreernertt dated October 2t~, 1981 by anu between the Authority as lessor and Pine Bluff' Warehouse Company as lessee, as supplemented and amended by Addendum No. 1 dated February 14, 1985 and Addendum No. 2 dated November 17, 1989. 'The Terminal Lease Agreement, as supplemented and amended, shall hereinafter be referred to as the "Lease". 1. sy separate instrument, Pine Bluff Warehouse Company assigned the Lease w Tenant and Tenant has assumed all obligations of lessee under the Lease. T1te City and the Authority hereby consent to such assignment to the extent, if any, such consent is required under the 1.,ease. 2. The City {tereby joins in the Lease ~ City and Authority hereby and by the Lease da base to Tenant, and 'tenant hereby and by the Lease accepts from the City and Autii.~r tc~ . pursuant to and on the terms and conditions more particularly stated in the Lease, which instr~wir,ent : by this reference incorporated herein, the real property more particularly described on ~: ~~!:i it A attached hereto, together with all improvem~nis thereon Arid appurtenances thereunto 1~~:~l~nging (the "Premises"). The current term of the Lease expires May 3 i , 1997. 3, The description of the Premises attached as Exhibit A hereto d:tx;.~: ~'ightly from the prapert)' description in the Lease. The parties hereto agree that the descripti: ~ned as Exhib?' is the correct description of the lands subject to the Lease and, to the extent the i~shibit A descr~,•„-,,ti differ: i~rom the Lease description, the Lease is amended. 4. The City hereby assumes the obligations of lessor under the Lease and appoints the Authority to act as the City's agent to perform on behalf of the City the obligations of lessor under th. Lease, including, without limitation, the collection of rents and all other amounts payable thereunder. S. Tenant has the option to extend the term of the Lease for seven additional and separate periods of fire years each, and thereafter one additianal period of one year- and thereafter three additional uid separate periods of fve years each, followed thereaier by one additional period of one year. Ail extension terms are deemed automatically exercised unless notice otherwise is provided Landlord as set forth in the Lease. Tenant may obtain additional options to extend the Lease upon the terms set forth in the Lease. b. The purpose of this Memorandum of Lease is to give notice of the existence of the rt_t:iitl::~' created by the Lea3c, which together with this Memorandum of Lease constitute the agreement ~,...~een the patties hereto. This Memorandum is subject to the conditions, covenants and pravisions, u:~ lud+ng those pertaining: to the payment of rent, set forth in the Lease. The incomplete statement of any such c~:venant, c~•~nditiott or prruvision in this Memorandum shall not be deemed to modify or amend any of th~~ provisions of the le;tse, which shall be the controlling instrument. 1't:1S IRSLrumrr~. °r~(liu'rd Lly J. Scott Schul;n ~ :1, Rosc L:~w Firrtt, a 1'rafcss~nnal .4ssr!r:atro{~ ]20 East t'oiuth ~:r+et, Littte. R~~ck, Arknnsaa '72201 R CC04CD5. N f' 1 osisys __~ . ~ ...` ~ }.-~ ~,~~~~~~.E~~ ~'i ..~. ~1ift;IC' ~lr:~~~:. i'~•:~llEc' ~~,:5 'tiIC'~ f-it:.i,ytt? ~ i ~. .... itl~.. ,i, ~ u.. ., ~. ` ..11, , !,!~'Y-r~<<d' ~{ ;gip:; ±11ctt:.~;r?t'~-; -"'~Ii>;,t~~z;1 1 r<<:a~: 4'.r~I ~iu~l'frr9i lii,' ~~isM,.~E}~;rtle s'c•r«~t~M:>i C~t,nS(t: r1~ ~, I~~~ni;!;wsr~c: t*,taner+l! ~~:-~1.~+1's~~tsj~ ;j~, !1.1i~.~i)'!i~i ~C'TlIU!!.1{ t ~ .r S~,;iC .. r ! ~t'arl ,~uthc~ritti, ~1n7 k?~ i ~ .l;{ ;1 i'. .;j: (.. ~ ,. ~it''~ jtt{1.'.I~ l' .. 1 li{ ;'"7.. ,tA' . ~.~ k s .- j '~ ''t' i r ~.. k _+. { ,U ~'•.~'... ~?.:., l~.~i11~ ( r~1't•Si.L..ii f ,ii!li!. 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