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RES NO 05-02-2025 I CITY OF VAN BUREN ARKANSAS RESOLUTION NO. - ) 2025 BE IT ENACTED BY THE CITY COUNCIL, FOR THE CITY OF VAN BUREN, ARKANSAS A RESOLUTION TO BE ENTITLED: A RESOLUTION AMENDING RESOLUTION 05-04-23 AUTHORIZING THE MAYOR TO ENTER INTO A DEVELOPMENT AGREEMENT FOR CONSTRUCTION OF ROAD IMPROVEMENTS. WHEREAS, the City has prioritized economic development; and WHEREAS, the City has an opportunity to secure a new and substantial development that will allow an existing business/employer to expand; and WHEREAS, the attached amended Development Agreement capitalizes on the above opportunity. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF VAN BUREN,ARKANSAS,THAT: SECTION 1: The Mayor is authorized to execute the attached Development Agreement, found in Exhibit"A". IN WITNESS WHEREOF,the City of Van B ren,Arkansas,by its City Council did pass, approve, and adopt,by vote ofS for and against,the foregoing Resolution at its regular meeting held on the 27t`day of May 20 5. G�erk Trews ' co^ rev J eph rst City of Van Buren Mayor 0- e ay ATTESTED: �Fv�`y�ounry,P<�a�) APP RM: Shawnna eyn 1 s Jaco ell City Clerk/Trea urer City Attorney =; STATE OF ARKANSAS AMENDED AND RESTATED AGREEMENT FOR CONSTRUCTION COUN"I'Y OF CRAWFORD OF ROAD IMPROVEMENTS This AMENDED AND RESTATED AURF"I MFNT FOR CONSTRUCTION OF ROAD IMPROVEMENTS(this"Agreement*")is made and entered into this 27 day of May,2025,by and between the CITY OF VAN BUREN, an Arkansas City, hereinafter referred to as the "City," and SOUTHEASTERN FREIGHT DINES, INC, a South Carolina corporation, hereinafter referred to as the "SEFL",and each respectively(the"Parties"). t Is A, SEFI.proposes the construction of an interstate motor freight warehouse and distribution center with supporting uses(referred to herein as the"Project L located at the terminus of Bekaert Road,Van Buren,Arkansas.The Project will require the construction of certain road improvements to improve and complete Bekaert Road,all as shown on.Fxhibit A,which is attached hereto and incorporated herein for all purposes(collectively,the"Road Improvements'). Approximately 550 feet of Bekacrt Road is already complete and the Road Improvements contemplated by this Agreement consist of the approximately 2,200 feet of an additional but uncompleted portion of Bekaert Road. B. The Road Improvements will be comprised of the existing right of sway for Hekaerl Road, as set forth in the City of Van Buren Master Street flan. C. 13rc [toad Improvements will improve access by motorists to existing and future development, The Project,as well as future projects,will serve a public interest by Increasing the Van Buren tax base,creating,new jabs,expanding investment in the City and promoting the City economy. D. To further develop the Project,entrance its value,serve the existing property owners and businesses and the general public interests, the parties Into have agreed to construct the Road Improvements for public use in accordance with this Agreement. E. SEFL tins agreed to pay for the design and engineering of the entire Road Improvements, (tie City.has agreed to pay for or reimburse SEFL for the construction of the approximately 900 foot section of the Road Improvements a shown can Fabibit d(the; "City Portion of the Road Improvements")and SEFL has agreed to prey for or reimburse the City for the construction of the approximately 1,300 foot section of the Road Improvements as shown on Exhibit A, F. The City Council for the City is authorized to make appropriations for the purlx)se of constructing, or reimbursing private partners for constructing streets and other infrastructures included in the City's infrastructure plans. G. The Parties desire to construct the Road Improvements in accordance with existing City standard public road specifications and requirements and otherwise comply with all City regulations and ordinances as to construction of municipal roads;including without limitation,the variance granted by the Van Huren Planning,Commission allowing the Road Improvements to be 26 feet side without curb,gutter and sidewalks. H. SEFL has prepared all plans and specifications necessary for the Road Improvements consistent with the terms of this Agreement. 1. The City will advertise, bid and select a contractor to construct the Road Improvements, shall further be responsible for constructing the Road Improvements at its expense(but subject to the reimbursement provisions set forth in.this Agreement) in accordance with the Final Plans (as defined herein). NOW THEREFORE, for valuable consideration and in consideration of the mutual promises, covenants and conditions herein contained and imposed,the receipt,adequacy and sufficiency of which is hereby acknowledged,the Parties have and do hereby agree as follows: Agreement 1. Recitals. The Recitals are hereby incorporated herein as a part of this Agreement. 2. Road Design and Engineering. At SEFL's cost, SEFL has prepared plans and specifications(the"Final Plans")for the Road Improvements that have been reviewed and approved by the City. 3. Construction of Road Improvements, The City agrees,subject to the terms,conditions and limitations contained in this Agreement, to furnish or cause to be furnished all labor,materials,equipment,tools and services and permits necessary to construct and complete the Road Improvements in a workmanlike manner and in accordance with the Final Plans and this Agreement. SEFL and the City agree to work together to attempt to jointly bid the construction of the Road Improvements to utilize a single general contractor. 3.1 The City agrees to construct such Road Improvements in substantial compliance with all design and construction requirements of SEFL relating to the design, engineering,location,construction and acceptance of the Road Improvements,and all requirements of all applicable City codes,regulations and the Final Plans. 3.2 The City shall commence the construction process for the Road Improvements no later than 120 days from the date of this Agreement. After commencement,the City, shall proceed diligently and continuously with such construction until the proposed Road Improvements have been completed and approved by all governmental entities having authority within the jurisdiction. The City will complete construction no later than 365 days from the date of this Agreement. If the City fails to commence such construction or proceed diligently and continuously with such construction,SEFL may take over the construction of the Road Improvements and obtain reimbursement from the City. 3.3 The installation of said Road Improvements shall be subject to the inspection and supervision of the City. After approval and final acceptance by the City,the Road Improvements shall, if necessary, be dedicated or conveyed to the City, and the City shall thereafter repair and maintain the same.. 3.4 Upon completion of the installation of the Road Improvements, the City shall provide notice of substantial completion thereof and submit"as built"drawings of the Road Improvements to the SEFL prior to the final acceptance thereof by the City. 3.5 The City warrants that upon completion of construction of the Road Improvements, the same will be free and clear of all claims or encumbrances of any person whatsoever. 3.6 Any proposed material deviations from the Final Plans shall be reduced to writing in the form of a change order to be approved and signed by SEFL and the City. 3.7 SEFL and City further agree that the SEFL shall be kept informed of the status of and progress on the Road Improvement project through monthly meetings and SEFLwill be notified of the date, time and place of all other material project meetings and may attend such meetings. 3.8 The City hereby grants SEFL all rights and easements to construct the Road Improvements,if necessary. 4. Intentionally Deleted. 5. Expenditures of Road Improvements. Upon satisfactory certification to the City Manager and SEFL's Vice President for Real Estate that the Road Improvements are substantially completed,SEFL shall reimburse the City for the actual costs of SEFL's Portion of the Road Improvements (the "Reimbursement"). The City shall provide SEFL with supporting documentation of all actual costs or the SEFL Portion of the Road Improvements.The Reimbursement shall be payable within 30 days following receipt of the completion of the SEFL Portion of the Road Improvements. 6. Default.The failure of either Party to comply with the terms of this Agreement shall constitute a default, entitling the non-defaulting Party to pursue such remedies as allowed under applicable law,provided,however,that no default under this Agreement may be declared by any Party absent its giving written notice ("Default Notice") specifying the applicable default to the defaulting Party and providing a reasonable opportunity to cure as follows:(i)in the case of a monetary default,the defaulting party shall have five (5) days after the date the non-defaulting party delivers the Default Notice to cure the specified default,and(ii)in the case of a non-monetary default,the defaulting party shall have 60 days after the date the non-defaulting party delivers the Default Notice to cure the specified default, unless the default by its nature, cannot reasonably be cured within such 60-day period,in which case the defaulting party shall have such additional time as may be reasonably necessary to cure such non-monetary default, so long as it commences such curative measures within such 60-day period and thereafter proceeds diligently to complete the cure. 7. Intentionally Deleted. 8. Notices. Except as otherwise provided herein, any notice, approval, acceptance, request,bill,demand,or statement from either Party to the other shall be in writing and shall be deemed to have been given when either delivered personally or by a national overnight delivery carrier, addressed to the other Party. Either Party may at any time change such address by delivering or mailing to the other Party a notice stating the changed address. The addresses of the City and SEFL are as follows: City: SEFL: Attn: Mayor Joe Hurst Attn:Ryan Smigiel 1003 Broadway Vice President of Real Estate Van Buren,AR 72956 420 Davega Rd. Email:joehurst@vanburencity.org Lexington,SC 29073 Tel: 704.519.7619 Email:ryan.smigiel@SEFL.com With Copy to: With Copy to: Attn: Shawnna Reynolds Maynard Nexsen PC City Clerk Attn:Leighton Lord 1003 Broadway 1230 Main Street, Suite 700 Van Buren,AR 72956 Columbia,SC 29201 Tel:803-540-2013 Email:llord@maynardnexsen.com 9. Additional Covenants and Conditions. 9.1 No Other Obligations Created. SEFL and the City agree that the City assumes no obligation or liability for the payment of any costs in connection with the Road Improvements, except as set forth in this Agreement. 9.2 Termination. The parties may terminate this Agreement only by mutual written consent or in the event of a default of any obligation pursuant to paragraph 7 herein(which default is not cured within any prescribed cure periods). 9.3 Third Party Benef ciary. The promises, covenants and agreements of the Parties to this Agreement shall not extend to third parties,who shall have no right to rely thereon. 9.4 Binding Effect. The obligations of this Agreement shall be binding upon the benefits hereunder and shall insure to the Parties hereto, their respective successors and assigns. 9.5 Applicable Law. This Agreement shall be interpreted and enforced in accordance with the statutory and case law of the State of Arkansas. 9.6 Entire Agreement.This Agreement contains the entire agreement between the Parties.Any prior or contemporaneous oral or written agreements are merged into this Agreement. No amendment to this Agreement shall be effective,unless such amendment is reduced to a written agreement signed by the parties hereto.This Agreement amends and restates in its entirety that certain Agreement For Construction of Road Improvements by and between the City and SEFL dated May 22,2023. 9.7 Non-Waiver.No waiver of any breach or breaches of any provision of this Agreement shall be construed as a waiver of any preceding or succeeding breach of any such provision or of any other provision hereof 9.8 Non-Assignment.No party to this Agreement may assign or transfer any of its rights or obligations under this Agreement without the express written consent of the other Party,Any attempt at any such assignment or transfer shall be utterly null and void. 9.9 Multiple Counterparts. This Agreement is executed in multiple counterparts,each of which shall be deemed an original. 10. Contractual Relationship. The contractual relationship between City and SEFL arising out of this Agreement is one of independent contractor and not agency. It is specifically understood by the Parties that: (a) the Project is a private development; and(b)City has no interest in or responsibilities for or duty to third parties concerning any improvements to the Project. [THE REMAINING PORTION OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY] IN WITNESS WHERE01z, the undersigned parties have caused this Agreement to be executed under seal as of the day and year first above written. CITY ©FVAN BUREN ATCEST: City Clerk SOUTHEASTERN FREIGHT LINES,INC. By: —�_ Name: Ry Striigiel Title: Vice President of Real Estate N EXHIBIT A Aw" s i x> R