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1460RESOLUTION NO. 1'I (~D A RESOLUTION TO APPROVE THE SECOND AMENDMENT TO REAL ESTATE PURCHASE AND DEVELOPMENT AGREEMENT BETWEEN CITY OF WEST MEMPHIS, ARKANSAS, PUBLIC FACILITIES BOARD, THE CITY OF WEST MEMPHIS, ARKANSAS, AND FAMILY DOLLAR SERVICES, INC., AND AUTHORIZING THE MAYOR TO EXECUTE THE AMENDMENT ON BEHALF OF THE CITY OF WEST MEMPHIS. -~-~ WHEREAS, the City of West Memphis, Arkansas, Public i. Facilities Board, the City of West Memphis and Family Dollar Services, Inc., have negotiated a Second Amendment to the Real Estate Purchase and Development Agreement to amend the Real Estate Purchase and Development Agreement signed by the parties on July 31, 1992 and August 1, 1992, as amended by the First Amendment to Real Estate Purchase and Development Agreement executed on August 25, 1992; and WHEREAS, the Public Facilities Board will pay to Family Dollar Services, Inc., $100,000.00 and Family Dollar Services, Inc., will have no further right to excavate or place fill material on the property of the Public Facilities Board; and WHEREAS, the Public Facilities Board and the City of West ,,.~ Memphis shall not be required to design or construct the ~, railroad spur as described in the previous Agreement; WHEREAS, the City Council finds that the Second Amendment to the Real Estate Purchase and Development Agreement is in the best interest of the City of West Memphis and the Mayor should be authorized to execute the amendment on behalf of the City of West Memphis; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WEST MEMPHIS, ARKANSAS, THAT the Second Amendment to Real Estate Purchase and Development Agreement is hereby approved and the Mayor is hereby authorized to execute the amendment on behalf of the City of West Memphis. ADOPTED this ~ day of NovEm~~R , 1995. Cam-- ~~-~.~- /J _ AL BOALS, MAYOR ATTEST: DAN RECEIVED CITY CLERK OFFICE ^3:3Spn• DATE ~ A. J~/v.. 2 STATE OF ARKANSAS COUNTY OF CRITTENDEN SECOND AMENDMENT TO REAL ESTATE PURCHASE AND DEVELOPMENT AGREEMENT THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE AND DEVELOPMENT AGREEMENT (this "Amendment") is made and entered into by and between CITY OF WEST MEMPHIS, ARKANSAS PUBLIC FACILITIES BOARD (the "Seller"), THE CITY OF WEST MEMPHIS, ARKANSAS, an Arkansas municipality (the "City") and FAMILY DOLLAR SERVICES, INC., a North Carolina corporation, or assigns (the "Purchaser"). WITNES~ETH• WHEREAS, Seller, City and Purchaser entered into that certain Real Estate Purchase and Development Agreement executed by Seller and City on July 31, 1992, and by Purchaser on August 1, 1992, as amended by First Amendment to Real Estate Purchase and Development Agreement executed. on August 25, 1992, which are incorporated herein by this reference (the "Agreement"), for the purposes set forth therein; and WHEREAS, the parties to the Agreement desire to amend the Agreement for the purposes set forth below, and in accordance with the terms and conditions set forth below: NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements herein set forth, and the payment by the Seller to Purchaser of one hundred thousand dollars ($100,000.00) concurrent with the execution of this Amendment, the parties hereto, for themselves and their respective successors and assigns, do hereby covenant and agree as follows: 1. ~. Notwithstanding any other provisions of the Agreement, Purchaser shall have no further right to excavate and place on the Property additional fill material from any of Seller's property in the Development for the building up of the Phase II Portion of the Property. 2. RAILROAD SPUR. Notwithstanding any other provisions of the Agreement, ~ , (a) Purchaser shall have no right to require Seller or the City to design and construct the railroad spur described in the Agreement; and (b) Purchaser shall have the right, at its expense, to design and construct the railroad spur described in the Agreement and at the request of Purchaser, Seller and the City shall take such action as shall then be necessary in order to convey to Purchaser the easement described in the Agreement and take such other action as may be necessary so that Purchaser can construct the railroad spur ~y11T~ y~~ ._ . •i free and clear of the lien of the Mortgage; and (c) even if Seller enters into a contract to sell other property in the Development across which the railroad easement may run before Purchaser has exercised its option to designate the location of the railroad spur as provided in the Agreement, Seller shall always reserve an easement for the benefit of Purchaser for the railroad spur in the approximate location shown on Exhibit A to the Agreement and more specifically identified by Notes 2 and 3 on Exhibit A to the Agreement and Seller and the City shall take such other action as may be necessary so that Purchaser will be able to construct the railroad spur in that approximate location. 3. R ADWAY As Purchaser has begun development of the property designated Phase II for an addition to the building of approximately 300,000 square feet, the City agrees to construct an extension of the Industrial Park Entrance Road to the Future Access Road and to construct the Future Access Road as provided in the Agreement and shown on Exhibit A to the Agreement. 4. ENERAL. Except as otherwise amended hereby, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, Seller, City and Purchaser have executed this ~r Secretary ATTEST: (Title) ATTEST: Assistant Secretary By:_ Date: "CITY" THE CITY OF WEST MEMPHIS, ARKANSAS, an Arkansas municipality By: Date: "PURCHASER" FAMILY DOLLAR SERVICES, INC. a North Carolina Corporation By: R. David Alexander Senior Vice President Date: ~ITj~ _ ~~~ Amendment as of the date and year set forth below. "SELLER" CITY OF WEST MEMPHIS, ARKANSAS PUBLIC ATTEST: FACILITIES BOARD a STATE OF ARKANSAS COUNTY OF CRITTENDEN SECOND AMENDMENT TO REAL ESTATE PURCHASE AND DEVELOPMENT AGREEMENT THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE AND DEVELOPMENT AGREEMENT (this "Amendment") is made and entered into by and between CITY OF WEST MEMPHIS, ARKANSAS PUBLIC FACILITIES BOARD (the "Seller"), THE CITY OF WEST MEMPHIS, ARKANSAS, an Arkansas municipality (the "City") and FAMILY DOLLAR SERVICES, INC., a North Carolina corporation, or assigns (the "Purchaser"). WITNE~~ETH• WHEREAS, Seller, City and Purchaser entered into that certain Real Estate Purchase and Development Agreement executed by Seller and City on July 31, 1992, and by Purchaser on August 1, 1992, as amended by First Amendment to Real Estate Purchase and Development Agreement executed on August 25, 1992, which are incorporated herein by this reference (the "Agreement"), for the purposes set forth therein; and WHEREAS, the parties to the Agreement desire to amend the Agreement for the purposes set forth below, and in accordance with the terms and conditions set forth below: NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements herein set forth, and the payment by the Seller to Purchaser of one hundred thousand dollars ($100,000.00) concurrent with the execution of this Amendment, the parties hereto, for themselves and their respective successors and assigns, do hereby covenant and agree as follows: 1. IL. Notwithstanding any other provisions of the Agreement, Purchaser shall have no further right to excavate and place on the Property additional fill material from any of Seller's property in the Development for the building up of the Phase II Portion of the Property. 2. RAILROAD SPUR. Notwithstanding any other provisions of the Agreement, (a) Purchaser shall have no right to require Seller or the City to design and construct the railroad spur described in the Agreement; and (b) Purchaser shall have the right, at its expense, to design and construct the railroad spur described in the Agreement and at the request of Purchaser, Seller and the City shall take such action as shall then be necessary in order to convey to Purchaser the easement described in the Agreement and take such other action as may be necessary so that Purchaser can construct the railroad spur ~~ -Y ~~~ r free and clear of the lien of the Mortgage; and (c) even if Seller enters into a contract to sell other property in the Development across which the railroad easement may run before Purchaser has exercised its option to designate the location of the railroad spur as provided in the Agreement, Seller shall always reserve an easement for the benefit of Purchaser for the railroad spur in the approximate location shown on Exhibit A to the Agreement and more specifically identified by Notes 2 and 3 on Exhibit A to the Agreement and Seller and the City shall take such other action as may be necessary so that Purchaser will be able to construct the railroad spur in that approximate location. 3. R ADWAY As Purchaser has begun development of the property designated Phase II for an addition to the building of approximately 300,000 square feet, the City agrees to construct an extension of the Industrial Park Entrance Road to the Future Access Road and to construct the Future Access Road as provided in the Agreement and shown on Exhibit A to the Agreement. 4. ENERAL. Except as otherwise amended hereby, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, Seller, City and Purchaser have executed this Amendment as of the date and year set forth below. "SELLER" CITY OF WEST MEMPHIS, ARKANSAS PUBLIC ATTEST: FACILITIES BOARD Secretary ATTEST: (Title) ATTEST: Assistant Secretary Date: By: "CITY" THE CITY OF WEST MEMPHIS, ARKANSAS, an Arkansas municipality By: Date: "PURCHASER" FAMILY DOLLAR SERVICES, INC. a North Carolina Corporation By: R. David Alexander Senior Vice President Date: ~T~ ~'ER'ti STATE OF ARKANSAS COUNTY OF CRITTENDEN SECOND AMENDMENT TO REAL ESTATE PURCHASE AND DEVELOPMENT AGREEMENT THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE AND DEVELOPMENT AGREEMENT (this "Amendment") is made and entered into by and between CITY OF WEST MEMPHIS, ARKANSAS PUBLIC FACILITIES BOARD (the "Seller"), THE CITY OF WEST MEMPHIS, ARKANSAS, an Arkansas municipality (the "City") and FAMILY DOLLAR SERVICES, INC., a North Carolina corporation, or assigns (the "Purchaser"). WITNE~~ETH: WHEREAS, Seller, City and Purchaser entered into that certain Real Estate Purchase and Development Agreement executed by Seller and City on July 31, 1992, and by Purchaser on August 1, 1992, as amended by First Amendment to Real Estate Purchase and Development Agreement executed on August 25, 1992, which are incorporated herein by this reference (the "Agreement"), for the purposes set forth therein; and WHEREAS, the parties to the Agreement desire to amend the Agreement for the purposes set forth below, and in accordance with the terms and conditions set forth below: NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements herein set forth, and the payment by the Seller to Purchaser of one hundred thousand dollars ($100,000.00) concurrent with the execution of this Amendment, the parties hereto, for themselves and their respective successors and assigns, do hereby covenant and agree as follows: 1. IL. Notwithstanding any other provisions of the Agreement, Purchaser shall have no further right to excavate and place on the Property additional fill material from any of Seller's property in the Development for the building up of the Phase II Portion of the Property. 2. RAILROAD SPUR. Notwithstanding any other provisions of the Agreement, (a) Purchaser shall have no right to require Seller or the City to design and construct the railroad spur described in the Agreement; and (b) Purchaser shall have the right, at its expense, to design and construct the railroad spur described in the Agreement and at the request of Purchaser, Seller and the City shall take such action as shall then be necessary in order to convey to Purchaser the easement described in the Agreement and take such other action as may be necessary so that Purchaser can construct the railroad spur ~yiT~ ~~~ free and clear of the lien of the Mortgage; and (c) even if Seller enters into a contract to sell other property in the Development across which the railroad easement may run before Purchaser has exercised its option to designate the location of the railroad spur as provided in the Agreement, Seller shall always reserve an easement for the benefit of Purchaser for the railroad spur in the approximate location shown on Exhibit A to the Agreement and more specifically identified by Notes 2 and 3 on Exhibit A to the Agreement and Seller and the City shall take such other action as may be necessary so that Purchaser will be able to construct the railroad spur in that approximate location. 3. R ADWAY As Purchaser has begun development of the property designated Phase II for an addition to the building of approximately 300,000 square feet, the City agrees to construct an extension of the Industrial Park Entrance Road to the Future Access Road and to construct the Future Access Road as provided in the Agreement and shown on Exhibit A to the Agreement. 4. ENERAL. Except as otherwise amended hereby, the Agreement shall i remain in full force and effect. IN WITNESS WHEREOF, Seller, City and Purchaser have executed this Amendment as of the date and year set forth below. "SELLER" CITY OF WEST MEMPHIS, ARKANSAS PUBLIC ATTEST: FACILITIES BOARD Secretary By: Date: "CITY" THE CITY OF WEST MEMPHIS, ARKANSAS, ATTEST: an Arkansas municipality By: (Title) Date: ATTEST: Assistant Secretary "PURCHASER" FAMILY DOLLAR SERVICES, INC. a North Carolina Corporation By: R. David Alexander Senior Vice President Date: ~1T~ ~IEgf, STATE OF ARKANSAS COUNTY OF CRITTENDEN SECOND AMENDMENT TO REAL ESTATE PURCHASE AND DEVELOPMENT AGREEMENT THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE AND DEVELOPMENT AGREEMENT (this "Amendment") is made and entered into by and between CITY OF WEST MEMPHIS, ARKANSAS PUBLIC FACILITIES BOARD (the "Seller"), THE CITY OF WEST MEMPHIS, ARKANSAS, an Arkansas municipality (the "City") and FAMILY DOLLAR SERVICES, INC., a North Carolina corporation, or assigns (the "Purchaser"). WITNE~~ETH• WHEREAS, Seller, City and Purchaser entered into that certain Real Estate Purchase and Development Agreement executed by Seller and City on July 31, 1992, and by Purchaser on August 1, 1992, as amended by First Amendment to Real Estate Purchase and Development Agreement executed on August 25, 1992, which are incorporated herein by this reference (the "Agreement"), for the purposes set forth therein; and WHEREAS, the parties to the Agreement desire to amend the Agreement for the purposes set forth below, and in accordance with the terms and conditions set forth below: NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and agreements herein set forth, and the payment by the Seller to Purchaser of one hundred thousand dollars ($100,000.00) concurrent with the execution of this Amendment, the parties hereto, for themselves and their respective successors and assigns, do hereby covenant and agree as follows: 1. IL. Notwithstanding any other provisions of the Agreement, Purchaser shall have no further right to excavate and place on the Property additional fill material from any of Seller's property in the Development for the building up of the Phase II Portion of the Property. 2. RAILROAD SPUR. Notwithstanding any other provisions of the Agreement, (a) Purchaser shall have no right to require Seller or the City to design and construct the railroad spur described in the Agreement; and (b) Purchaser shall have the right, at its expense, to design and construct the railroad spur described in the Agreement and at the request of Purchaser, Seller and the City shall take such action as shall then be necessary in order to convey to Purchaser the easement described in the Agreement and take such other action as may be necessary so that Purchaser can construct the railroad spur ~T T ~~~ free and clear of the lien of the Mortgage; and (c> even if Seller enters into a contract to sell other property in the Development across which the railroad easement may run before Purchaser has exercised its option to designate the location of the railroad spur as provided in the Agreement, Seller shall always reserve an easement for the benefit of Purchaser for the railroad spur in the approximate location shown on Exhibit A to the Agreement and more specifically identified by Notes 2 and 3 on Exhibit A to the Agreement and Seller and the City shall take such other action as may be necessary so that Purchaser will be able to construct the railroad spur in that approximate location. 3. R ADWAY As Purchaser has begun development of the property designated Phase II for an addition to the building of approximately 300,000 square feet, the City agrees to construct an extension of the Industrial Park Entrance Road to the Future Access Road and to construct the Future Access Road as provided in the Agreement and shown on Exhibit A to the Agreement. 4. ENERAL. Except as otherwise amended hereby, the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, Seller, City and Purchaser have executed this Amendment as of the date and year set forth below. "SELLER" CITY OF WEST MEMPHIS, ARKANSAS PUBLIC ATTEST: FACILITIES BOARD Secretary "CITY" l ATTEST: By: Date: THE CITY OF WEST MEMPHIS, ARKANSAS, an Arkansas municipality By: (Title) ATTEST: Assistant Secretary Date: "PURCHASER" FAMILY DOLLAR SERVICES, INC. a North Carolina Corporation By: R. David Alexander Senior Vice President Date: ~IIT~ ~ER~