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Res 029-2025 Development Agreement with WinCo Foods LLC Related to Construction of South Wenonah Ave 03/18/2025 Resolution No. 29-2025 Resolution approving a development agreement pursuant to Texas Local Government Code §212.071 with WinCo Foods, LLC, related to the construction of South Wenonah Avenue and associated utilities in the amount of$1.284 million from Tax Increment Finance Zone #2 (TIF #2) funding WHEREAS, Texas Local Gov't. Code §212.071 (a) provides that "...a municipality with 5,000 or more inhabitants may make a contract with a developer of a subdivision or land in the municipality to construct public improvements, not including a building, related to the development."; and, WHEREAS, on May 2, 2023, the City Council approved Resolution No. 49-2023 to accept the allocation of the remaining TIF #2 funds for the South Wenonah Avenue project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: 1 . The approval and funding of the following programs and expenditures as described below are approved: • A development agreement to utilize TIF #2 funding for the construction of a portion of South Wenonah Avenue to connect to Gregory Road as outlined in Exhibit 1 . • The total expenditure of $1 .284 million is a not to exceed amount based on bids conducted by WinCo. • The payment will be transferred in full when the roadway is completed and accepted by the City. 2. The Interim City Manager is authorized to execute this agreement in a form approved by the City Attorney. PASSED AND APPROVED this the 18th day of March 2025. --- MAYOR MAYOR ATTEST: a, BC City Clerk Exhibit 1 005 104 .,y m =_ 3012 11 11 ,11 3007 1�1, +07 5D,9 �Q 3 ++1 36In(SV-- AVENUE YU`y 9 3608 �Yr.`f ViV�t. 3239 ++ .,' '3 106 331 k. 311' ,.<, 3 l'S 4 mo 3110 MK 3015 e 3117 adiI AVENUEV 111 W Li}1I 1 1�WH 3201 mu upci _ 3111 3301 0 ° ill Q Proposed WinCo Location 0 IMP ISM 3207 MO . WM 3211 d Z WO e 1 amrii . :Z ND 321 32,1-3 AVENUE W 3303 GREGORY ST f,0 m 111 „ mil gm 33a5 - stA TB?121 • 3 09 10 1 r + 709 , "Kg ti -.09 C 3�31- 3316 wig II 1I _ HAMPSTEAD LN m_ 3800 , I -to -O1i 3�401 11 -gorl 1 ME i3 e.71'ki ' _ M Mg sea gtin till3 Wag TARRY ST 3408 mil 3406 MT k3406 gaw 7127 UN.. 0 dFmOM yam. , • � it F mid 1 i t - ,,..,,�,,�t _ 3201 3513 :�' F m1F , ix 1, t, 3515 +Y 13 LLJ 011",r 3201 + MV W 4 0 2201WO gn alES MD Z 71 200, 300 33 3 0 3509 Mil + r 1 3511 x - " f» W3 i 3513 _._'.1 Ea 3606 Q ,r q] 1, 3606 Q - I 1 _ ...I1 -, .,.' 6Q9 3618 3809 Y+ k P- F, 3' ,15 3fi11dNita)' MAPLEWOdO ARIZONAAVE CO -- AVE w •' J -a 611 - I :068Q 1 1 1 1 1 1 1 ,b 0 250 500 1,000 Feet g3 3810 +5� !4 South VVenonah Avenue Proposal Legend are OF WICHITA FALLS,PLANNING DIVISION MAP PRODUCED BY:Cehic Hu Future Wenonah Extension DATE PRODUCED 31 December 2024 ���. ..,. .,�_.:�r ,a. �.��.,...�.� Proposed Wenonah Extension e ;,1::'-,=. :;»R�- :va a _ Subject Area aocusign Envelope ID:A73F9198-50013-4E24-9552-3A7BDA7E7953 DEVELOPMENT AGREEMENT BETWEEN WINCO FOODS LLC AND THE CITY OF WICHITA FALLS This Development Agreement ("Development Agreement') is made as of this 4t- day of March, 2025, between WinCo Foods, LLC (WinCo")and the City of Wichita Falls ("CW F"). WHEREAS, WINCo or its affiliate has acquired a +/- 13.17-acre tract of real property located in the City of Wichita Fails, Wichita County, Texas, as depicted on Exhibit A attached hereto (the "Property); and WHEREAS, in connection with WinCo's planned development of the Property into a grocery storelcommercial development (the 'Development"), CWF and WinCo agree that certain improvements to the adjacent right-of-way commonly known as "South Wenonah Avenue" are necessary to support the increased traffic anticipated as a result of the Development; and WHEREAS, subject to the conditions set forth herein, WinCo will construct the South Wenonah Avenue Street Improvements to extend from Kell Boulevard southward to Gregory Drive to include the associated drainage improvements and utility relocations (as defined below and collectively referred to herein as the "Improvements"); and WHEREAS, subject to the conditions set forth herein, CWF will reimburse WinCo for a portion of the costs WinCo incurs for constructing these Improvements as outlined in the agreement; and WHEREAS, this Development Agreement is being entered into under Texas Local Government Code 212.071 and CWF's duties to reimburse WinCo as provided herein shall not exceed $1-204 million of the total cost incurred by WinCo for bidding, performing the work and constructing the Improvements; and WHEREAS, CWF has sufficient funds on hand and appropriated to reimburse WinCo in accordance with this Development Agreement NOW, THEREFORE, for and in consideration of the mutual promises and agreements contained herein, the parties hereto do hereby agree as follows: I, WinCo Duties 1) WinCo agrees to provide the engineering design, permitting, bidding and construction of the Improvements as further specified in I. 1. a. & b. a) WinCo, at its sole expense, shall complete a portion of the Improvements between Kell Blvd. and South line of the Property, as described in the approved plans titled WinCo Footed Store No. 173 Dmuggn Envelope I D:A73F919€ OD4E24-R552-3`ThDA7E7953 prepared by ISA-Civil. LLC and dated September, 23, 2024. Concrete material will be utilized for the paving portion of South Wenonah Avenue. b) WinCo shall complete a portion of the Improvements between the South line of the Property to Gregory Street, as in the approved plans titled Roadway Plans Wenonah Avenue prepared by JSA Civil, LLC and dated December 11, 2024. Upon substantial completion of this portion of the Improvements, WinCo shall submit a request for cost reimbursement to CWF. CWF will reimburse WinCo for 100%of the costs of this portion of the Improvements. 2) WinCo shall provide to CWF the contractor bid for that portion described in I. 2_ b_, of the Improvements to include a full schedule of values or line items_ II. CWF Duties 1. CWF will provide construction and materials testing for the Improvements to ensure the construction is in conformance with the approved plans_ 2. Upon substantial completion of the Improvements and final inspection, in accordance with the approved plans and acceptance by CWF, CWF shall reimburse WinCo for limited expenses incurred on portion B of the Improvements between the South line of the Property and Gregory Drive_ Limited expenses to be reimbursed by CWF shall include geotechnical work, hazardous materials testing, design and construction, including any necessary and approved change orders. The reimbursement amount shall be based on actual installed quantities and bid prices, not to exceed the agreed amount ►1.284 million. Payment will be distributed by CWF to WinCo in one lump sum payment upon substantial completion of the Improvements, final inspection and acceptance of the Improvements by CWF. III. Permits and Governmental Approvals. CWF hereby acknowledges that none of the obligations of WinCo set forth herein shall be binding against WinCo until such time as WinCo picks up and pays for all permits and obtains all necessary governmental approvals in connection with the Development. Notwithstanding anything to the contrary contained herein, CWF agrees that notwithstanding it is expressly agreed that nothing contained in this Development Agreement shall be construed to contain a covenant, either expressed or implied, to either commence the construction of a building or the operation of a business or thereafter continuously operate a business on the Property. IV. License and Temporary Easement to Construct, CWF hereby grants WinCo, its agents, contractors, successors andi'or assigns, a license and DacusIgn Enloeloim I0}:A.73F9196-50UD4E24-9552-3A713DA7E7953 3 temporary construction and grading easement to enter onto property of CWF and to regulate pedestrian and vehicular traffic to such areas during the construction of the Improvements and for all other purposes necessary to construct the Improvements. V. No Improvement District or Special Assessments. CFW shall not create a special assessment district for the purpose of assessing the Improvements 'dinCo is constructing pursuant to the terms of this Development Agreement. WinGo's construction of the Improvements as set forth herein represent the maximum liability of WinCo to fund and pay for such improvements. VI. Dedication and Acceptance. Subject to all of the other provisions of this Development Agreement and any exhibits hereto attached, to the extent any of the Improvements constructed pursuant to this Development Agreement are not considered already owned by CWF, WinCo shall, upon completion of any public improvements contemplated herein, unconditionally give, grant, convey and fully dedicate such improvements to CWF, its successors and assigns. All such improvements and perpetual maintenance thereof will be accepted by CWF according to CWF's standard specifications and otherwise in compliance with State law. VII. Term, The Improvements shall be complete within two years of the date WinCo picks up and pays for all permits and governmental approvals in connection with the Development. VIII. Insurance and Bond. a) WinCo or its contractor shall maintain commercial general liability insurance in an amount of $540,000 per occurrence. Current insurance certificates shall remain on file with CWF during the term of this Development Agreement. Policies shall provide OWE with a minimum of ten (10) days' notice cancellation, non-payment of premium, or non- renewal. The policy shall name and cover CWF as an additional insured an liability insurance policies, except for employers liability and include a waiver of subrogation in favor of CWF. b) WinCo shall furnish and maintain with CWF performance bonds in accordance with Texas Government Code Chapter 2253 in the amount of the cost of the Improvements. All bonding companies shall be listed on the U.S. Treasury list of approved sureties. All bonds shall be accompanied by a valid power of attorney authorizing the execution thereof. IX. Venue. This Development Agreement shall be governed by and construed according to the laws of the State of Texas, without giving effect to its choice of law principles. The parties agree that all actions and Daxislgi Envelope ID:A73F'919&- i0D-E24-9552-3A7FDA7E7953 4 proceedings arising out of or relating directly or indirectly to this Development Agreement or any ancillary agreement or any other related obligations shall be litigated solely and exclusively in the state or federal courts of Texas_ X. Governmental Function Clause., All parties agree that this Development Agreement is one wherein the CWF is solely performing a governmental function. All parties expressly agree that the CWF is not engaging in any proprietary functions. Xl. Contractual Damages Limitation Clause. All parties agree that damages in this Development Agreement are limited only to those authorized under Texas Local Government Code Section 271.153_ Specifically, CWF is not liable for consequential damages or exemplary damages. XII. Verification. I, {authorized official) Isaac Kimball , do hereby depose and verify the truthfulness and accuracy of the contents of the statements submitted on this certification under the provisions of Subtitle F, Title 10, Government Code Chapter 2270 and that the company named below: 1) does not boycott Israel currently; and 2)will not boycott Israel during the term of the contract; and 3) is not currently listed an the State of Texas Comptrolleras Companies that Boycott Israel List located at https:Ncomptroller.texas.govipurchasing/publicationsldivestment_php WinCo Foods, LLC Company Name Signature of Authorized Official SYP & CFO 2/26/2025 Title of Authorized Official Date Doaaskin Envelope I D:A73F9195-00D-4E24-95S2-3A;@DA.7E7953 S Executed this day of ,20_. W i n C o Foods City of Wichita Falls 4Y'.cJ 4} By By: City Manager Printed Name: Isaac Ki thal l Attest: City Clerk Approved as to farm: City Attorney D 51 Envelope ID:AThF9d9&-5aGD-1E24- 52-3ATDA7E7953 6 EXHIBIT A Property Depiction wile y N °�?JS I1VuJ� ii 3'iaSa r VENUE LI $'41.I ate ^ - . ,;? 1 pier) j vie 13 5 n w�. S7 I1 ' I,, +1t1� laaati ° w n , r Sti° w,u i k m o 06 lt.,41a 4114fi 44R;!' lekle GR EGORY ST 'i i- I,r'a.s�; age .. intairiiyy//� [ kla nILJ �I&I *pP° HANIRSTEAI]LN { two gin.lid" �eirp. la Rim $�MAkY 4. p"J1 -:R: awl TARRY ar R ., V "�; .." r I II .E P4:G.W. ,7'yW °_'J l=AYi 4 E 5yy inlY H` !USA pe d 44y n .1..1'0 3 fen/' rxr3' ' Wi.' ; •" OM £fie li V7T. - F. 4.. ,41 dk J I I 6 in, ry y u F_D!,y k'vw F.w�41 i'.7043. M MWd 11 abf4 A...'4 r! I 7 I WMr F.YYa7 u YI I R a t p ,y ," �_IMS '.k' '6 k l . 1+� {y �fiadil .— h7Ar LEYL':J. Ilr�vt: ,�" Altai:WA AVE, n. •.1 ",Ila I!kW 4 rcl kil InIIII ''.all Wenonah Avenue Proposal Legend . . I I.ry i;I.r.r cl',Nrilt,v14111'.:skR' K .. .. . . :4-.;.-,i,w— ',oil—I I,,,.�.i DoDusIgn E71Melope I D:A73F9196-61:0D- E24-9552-3A713DA7E7953 T EXHIBIT B General Prolect Description The construction of the project will extend from the intersection of Kell Freeway East and South Wenonah Avenue southward to the intersection of South Wenonah Avenue and Gregory Street, as depicted in Exhibit A_The project will include the construction of three lane collector street as outlined in the proposed project plans and in accordance with the City of Wichita Falls Thoroughfare Plan. The construction of this roadway will also conform to the standards and specifications as outlined in the adopted City Ordinances and Design Standards. All final plans and construction will be approved and accepted by the City of Wichita Falls Public'Vorks Engineering Division and will be compliance with the designed plan and local standards.