RES NO 05-04-2023 CITY OF VAN BUREN,ARKANSAS
RESOLUTION NO. 66--- y 4 -2023
BE IT ENACTED BY THE CITY COUNCIL, FOR THE CITY OF VAN BUREN,
ARKANSAS A RESOLUTION TO BE ENTITLED:
A RESOLUTION TO AUTHORIZE THE MAYOR TO
ENTER INTO A DEVELOPMENT AGREEMENT.
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 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 Buren,Arkansas,by its City Council
did pass, approve, and adopt,by vote of 5 for and Q against,the foregoing Resolution
at its regular meeting held on the 22nd day of May 2023.
G\erk Tres�r <(t�
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h P. Hurst
City of Van Buren
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ATTESTED: °County,PPc APPROVED AS TO FORM:
3-),4�Icd �'—
Shawnna Reynol acob ell
City Clerk/Treasurer City Attorney
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STATE OF ARKANSAS
AGREEMENT FOR CONSTRUCTION
COUNTY OF CRAWFORD OF ROAD IMPROVEMENTS
'Thus AGREEMENT FOR CONSTRUCTION OF ROAD IMPROVEMENTS(the"Agreement")
is made anWin
ered into.this„ ,day of.May,2023,by and between'the CITY OF VAIN'BUREN, an
Arkansashereinafter referred to as the"City,'and SOUTHEASTBRNFREIGHT LWES,
INC, a South 6firolina-corporation, hereinafter referred-to as the "SEFL", and each respectively (the
Parties'}.
Recitals
A. SEFL proposes the construction o€aninterstate motor freightwarehouse and distribution
center with supporting uses(referred to herein as the"Project"),located anhe'termimisofBekaert
Road,Van-Buren,Arkansas.The.Project-Wdlrequire the constmetion•ofcertainroad improvements
to improvd-and complete Bekaert Road,-all eg shown on.Exldbit A.which is att#ched hereto and
incorporated herein forall purposbs,(collectively,the"Road Improvenien'ts"}. Approximately 550
feet of Bekaert 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
BekaertRead.
B. The Road'Improvements will be comprised of the existing rightof way for.Bekaert Road,
as set forth in the City of Van Buren Master Street Plan.
C. The Road Improvements tivill improve access by motorists to existing and future
development. The Project,as well as.-future projects,-will serve apubliointerestby.increasing the
Van Buren-tax base,creating new jobs,expanding investment in the City and promoting the,City
economy.
D. To furdier.develop the Project;enhance its-value,serve the existing property owners and
businesses and-the general public interests,the-parties hereto have agreed to construct the Road
Improvements-for public use in accordance with ihis Agreement.
E. SEFL h6sagreed•to-pay for the design and engineering of the entire RoadImprovements,
the City has agreed to pay for of reimburse SEFL for the construction of the approximately 900
foot tsection of'the Road Improvements a shown on D,xhibit A(the"City Portion of the'Road
Improvements"}and SEFL has agreed to pay,for the,construction of the approximately 1,1001oot
section of the Road Improvements as shown on Exhibit A.The City,at its option,may construct
the City Portion of the Road Improvements.
E. The City Council for the City is authorized to make appropriations for the purpose•o£
constructing or'reimbursing private partners for constructing streets and other infrastructures
included in the City's infrastructure plans.
R 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 Buren Planning Commission allowing the Roadlmprovements to be
26 feet side without curb,gutter and sidewalks.
G. BEFL.shall beTesponsible for preparing all plans and specifications necessary for the Road
Improvements consistent with the'terms of this Agreement,and,unless the City elects to construct
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.its portion of the Road Improvements itself,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 ofwhich is
hereby acknowledged,the Parties have-and do hereby agree as follows:
A ement
1. Recitals. The Recitals-are hereby incorporated herein as a part.of this Agreement.
2. Road Design•and Engineering. At SEFL's vost,SEFL shall cause preliminary plans
and-specifications for the'Road Improvements to bacompleted based upon discussions
with the City as to the proposed improvements.
2.1 SEFL,its engineer-or its contractor shall commence the design and.engineering
process for preliminary plansand specifications-e Preliminary Plans')for the Read
Improvements described-in this Agreement within 90 days oflhe execution-of
this Agreement by both parties. The Preliminary Plans sliatl be completed.witliin
365 days after execution of this Agreement by both parties and shall.include a
proposed schedule.(the"Schedul&I and a proposed budget(the`Budget)for•the
completion o€the Road Improvements.
2.2 Once theTreliminaty:Plans Dave been prepared,SEFL shall.provide copies of the
Preliminary Plans.to the City for review; comment and approval, with such
comment or approval to be provided within.30'business days of submittal(and if
no such comment or approval.is received within said 30 day time-period;the
Preliminary Plans shallbe deemcdapprovgd), Once•SEFLha's received conurieuts
and approval from the City, the Preliminary Plans become the final plans (the
".Final Plans")for.the construction of the Road Improvements.
3. Construction of Road Improvements. SEFL agrees,subject to the terms,conditions
and limitations.contained in this Agreement,to-furnish or-Muse to-be furnished all
labor,materials,equipment,tools and services-andpermits necessary to construct and
complete the Road Improvements in a workmanlike manner and in accordance•,vith
the-Final Plans,the-Scliedule and this Agreement,provided that the-City may.elect;in
writing tvithiri 30 days of agreement on the Final Plans,to construct the City Portion
of.the Road Improvements under the same terms and conditions that would apply.if
SEFL constructed theCity Portion o£the Road Improvements.Notwithstanding which
party is responsible for which portion of the Road lmprovenients,SEFL and the City
agree to-work together to attempt to jointly bid the construction of the Raad
Improvements to utilize a•single general contractor.
11 SEFL-agreesto construct such Road Improvements fi substanfial compliance1vith
all design- and construction requirements of the City relating-to the design,
engineering,Iocation,construction and acceptance of theRoad Improvements,and
all requirements of all applicableCity codes,regulations and the•Final Plans.
3:2 SEFL or its contractor,or the•City,if the City elects to construct the City Portion
of the Road Improvements,shall commence the construction process for the Road.
Improvements no later than three years from the date of this Agreement. After
commencement,SEFL,or the City, shall proceed diligently andcontinuously with
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such construction until theproposed Road Improvements have-beencompletedand
approved by all governmental entities having authority within the jurisdiction. If
fhe City elects to construct the City Portion of the•Road hnprovemefi%but falls-to
commence such construction or proceed diligently and continuously with such
construction,SEFL Fray take over the construction of the City Portion oftheRoad
Improvements.and such 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:rmal•acceptance by the City.,the Road
Improvements slralI,.if necessary,be dedicated.or conveyed io the.City,and the
City shall thereafter repair and maintain the same..
3.4 Uppn completion of the installation of the Road kprovements, SEFL shall
provide notice of substantial eompletion thereof and submit"as built"drawings of
the Road Improvements to the City prior to the final acceptance thereof by the
City.
3.5 SEFL 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 Upon the City's acceptance of the street improvements constructed by.-SEFL and
prior to the commencement ofthe warranty period,SEFL shall provide io the City
a written maintenance warranty.The maintenance warranty must state that fora
period of 12 months following written acceptance of the improvements:by the,
City,SEFLwill maintain,repairand reconstruct thestreetimprovementsinwhole
or In. pait If failure occurs due to defective design, defective materials or
workmanship.
3.7 Anyproposdd material deviationsfrom.the PinalPlans shall be-reduced towriting
'in the form of•a change order to be approved and signed by SEFL and the City.
3.8 SEFL and City further agree that the City'hall be kept informed bftlie status of
and progress ou the Road Improvement project throokh.morithly meetings and
.City will be notified of the date, time and place of all other material project.
meetings and may attend such-meetings..
3.9 -The City herebygrants SEFL all nece.ssaty.rights and easements to construct the
Road Improvements.
4. Intentionally Deleted.
5. Expenditures of Road Improvements. Upon satisfactory certification toy the [City
Manager] that the- Road Improvements .are substantially completed, City shall
.reimburse SEFL for the actual costs of the City Portion-ofthe Rciad Ipiprpvements.(tlie
"Reimbursement"). SEFL shall provide the City'with supporting documentation of all
actual costs or the-City Portion of the Road Improvements.The Reimbursement shall
be payable within 30'following receipt of the completion of the-City Portion of the
Road;Improvements.
G Dedication of Right of-Way. If necessary,SEFL will dedicate,without cost to City,
'the Road Improvements.
Mommenls:6034311.33
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7. Default,The failure ofeither 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;Agreetne.nt
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 bure as follows:.(i),.in the case of 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.nori-monetary default,the
defaulting Harty shall have 60 dayg after the date the non-defaulting party delivers the
Default,Notice-to cure the specified default',unless the default by its nature,cannot
zeasondbly be cured within such 60-dayperiod,in which case-the defaultfngpM1y shall
have such additional'tiine as maybe reasomblynecessary to cure such non,-snonetag
default,so long as it commences such curative measures within frith-60-&y period
and thereaflerpcoceeds diligently,to complete-the cure.
8. Insurance. SEFL shall, procure and maintai r broad form comprehensive general
liability insurance and comprehensive automobile liability insurance with coverage as.
listed below in ainotmts not less than shown below. The City, shall be named an
additional insured on this insurance with respect to all claims arising out of the
activifies7 being•assisted under-this Agreement. Prior•to•execution of this Agreement,
SEFL shall'f rraish the City a certificate ofinsurartm in a form acceptable to the City
for the insurance required as follows:
8.1 Comprehensive General:.............S1;0(10,000 combined singlet
(Public)Liability limit for bodily injmy
(o0ter than automobile) and property datitage.
Including:
(1) Premises/Operations
(2) Products/Completed Operations
(3) Independent Contractors
(4) Personallnjury
8.2. Automobile,Bodily Injury...........S1,000,000 combined single
and Property Damage limit for•tiodil'y atjury
Liability and property-damage
Including:
(1) Owned/Leased Automobiles
(2) Non-thtied Automobiles
(3) Hired.Automobiles
9. -.Notices. Except as otherwise provided herein, any notice; approval, acceptance,
request,bill,demand,or statenient•from either Party to the other-shall be in writing and
shall`be.deemed.to,have been given when either-delivered personally or bya.national
overnight delivery carrier,addressed to the other Party. Either Party may at-any time
change such address by-deliverhig or mailing to the other Party a notice stdting'the
changed address. The addresses of the City and SEFL are as follows:
SEFL:
Attu:Ryan Smigiel
4t} Vige President of Real Estate
ct '? 420 Davega Rd.
Lexington,SC 29073
tdPl]ocu mcuts:6t63432t34
DocuSign Envelope ID:7B143C9E-D35B-46C2-AS14-M3070420472
Tel:704.519.7619
Email:n an.smieiel .SEI-L.com
With. py to: With Copy to:
Maynard 14exsen PC
tt{:3 Attn:Leighton Lord
IM426 1230 Main Street,Suite 700
W+t- ? Columbia,SC,2920I
Tel:803-540 20I3
Email:Ilordg�mWardncxsemcom
10. Additional Covenants and Conditions.
WA 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 fords in this-
Agreement.
1d.2 Teriumatidn. The patties may terminate this Agreement only-by mutual
written consent or in the event of a default of any obligation putsuant•to
t paragraph 7 Herein(which default'is not cured withimany prescribed cure:
periods).
10,3. Third Party Beneficiaix.The promises,covenants-and agreements of-the.
Parties to this Agreementshallnot extend to thirdparties,who•shalI'have
no right to rely thereon.
IOA 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.
10,5 Applicable.Lqw Tjiis.Agreement shall be interpreted and eirforced in
accordance,with the statutory and case.law of the State ofArkansas.
I10.6 Entire Agreement:This Agreement contains the entire agreementbetween
the Parties.Any pridr or cdntemporaneous orbi.or written agreements are
merged Inlo this Agreement.No amendment to-this Agreement shall be
effective,unless such amendment is reduced to a written agreemedsigned
bythe parties hereto..
10.7 Non-Waiver.No waiverofany breach-or breadhes ofany provision of this
Agreementshall be conshued as a waiver of any preceding or-succeeding
breaehof any such provision or of any other proyisiorr,hereof'
10.8 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 otherParty.Any attempt at any sueli assignment or
transfer shall be utterly rii li.and void.
10.9 Multiple Counterparts. This .Agreement is executed in multiple
counterparts,each of which.shall be deemed an original.
14FDo=ncnts:6 f 03432135
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IL Contractual Relationship. Tile contractual relationship between Cityand SUL arising
out of this Agreement is one of independent contractor and not agency. it is
sp'ecificaily understood by the Partids that: (a)the Projeet is a privatd-development;
and-(b)City has no interest in or responsibiiitiesfor or duty'to third patties concerning
anyililprovements tb the Project.
[THE REMAINING PORTION OF THIS PAGE HAS BEEN LEFT BLANKINTENTIONALLY]
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IR WITNESS'WHEREOF,the undersigned parties have caused this Agreement to be executed
Wider seat as ofthe day andyear,first above written.
CITY OF VAIN BUREN
By:
ATTI'.ST:
City Clerk
SOUTHEASTERN FREIGH7LINES,INC.
D=uftned try:
By: mj 't L
Name• c_
Title: Vice Piesident of Real Estate
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