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HomeMy WebLinkAboutResolution - 2024-R0265 - Cash Farm Lease Agmt, K 17835, Patrick Middlebrook D/B/A Top Crop Farms - 05/28/2024Resolution No. 2024-R0265 Item No. 7.10 May 28, 2024 ItESOLUTION 13E I1' RESOLVEll BY THE CITY COUNCIL OF THE CITY OF LUI3BOCK: THA'I' the Mayor of the City of Lubbock is hereby authori�ed and directed to execute f'or and on behalf of the City of Lubbock, a Cash t�arm Lease Agreement concerning a 375 acre tract out of Section 1, Block P, Lubbock County,l'exas, as per RNP 24-17835-SB, by and between the City of Lubbock and Patrick Middlebrook dlbla �l'op Crop t�arms, of Shallowater, "rexas, and related documents. Said Lease Agreement is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on May 28, 2024 OR � C' APPRtyVEU AS TO CO ���.. Wood 1 rankli NT: L;., Division D�rec. or ot Publ�c Works AI'YI20VEU AS "1'O NOIZM: :/ s� ---- - - — - - Ryan Br oke, Senior Assistant City Attorney RL:S.Cash Fann Lease Agrmt-Patrick Middlebrooh 5. I 3.24 Resolution No. 2024-R0265 Contract 17835 CASH FARM LEASE AGREEMENT This Service Agreement (this "AgreemenY') is entered into as of the2sch day of May 2024 ("Effective Date") by and between Patrick Middlebrook, dba Top Crop Farms (the Contractor), and the City of Lubbock (the "City"). RECITALS WHEREAS, the City has issued a Request for Proposals 24-17835-SB, Cash Farm Lease Abernathy Site and WHEREAS, the proposa( submitted by the Contractor has been selected as the proposal which best meets the needs of the City for this service; and WHEREAS, Contractor desires to perform as an independent contractor to provide Cash Farm Lease Abernathy Site, upon terms and conditions maintained in this Agreement; and NOW THEREFORE, for and in consideration of the mutual promises contained herein, the City and Contractor agree as follows: City and Contractor acknowledge the Agreement consists of the following exhibits which are attached hereto and incorporated herein by reference, listed in their order of priority in the event of inconsistent or contradictory provisions: 1. This Agreement 2. Exhibit A— General Requirements 3. Exhibit B— Price Sheet 4. Exhibit C— Insurance Requirements Scope of Work Contractor shall provide the services that are specified in Exhibit A. The Contractor shall comply with all the applicable requirements set forth in Exhibit B and Exhibit C attached hereto. Article 1 1.1 The term of the Lease shall commence on the date of execution and Lease shall expire on December 31, 2024, unless terminated earlier. The following lands and premises located in Lubbock County, Texas are made subject to this Lease: A 375 acre tract out of Section 1, Block P, Lubbock County, Texas and more specifically described in Exhibit "A." This Lease may be extended by mutual agreement of Lessor and Lessee for up to four (4) one (1) year terms. Lessee shall request extension(s) in writing at least thirty (30) days prior to the end of the term. For each one (1) year term extension, the rent as set forth in paragraph 2 shall increase two percent (2°/0). Upon final execution of this Lease, Lessee will pay rent to Lessor an amount equal to $61 per acre (dryland), in a form acceptable to Lessor. The parties agree that the amount due at the inception of this Lease shall be $22,875 for the first year of the Lease. All monies due, including rent, shall be payable to CITY OF LUBBOCK and mailed to: Attn: Ken Jernberg, Right-of-Way Agent City of Lubbock PO Box 2000 Lubbock, TX 79408-2000 1.2 Contractor shall use its commercially reasonable efforts to render Services under this Agreement in a professional and business-like manner and in accordance with the standards and practices recognized in the industry. 1.3 The Contractor must maintain the insurance coverage required during the term of this contract including any extensions. It is the responsibility of the Contractor to ensure that valid insurance is on f le with the Purchasing and Contract Management Department as required by contract or contract may be terminated for non-compliance. 1.4 This contract shall remain in effect until the first of the following occurs: (1) the expiration date, (2) performance of services ordered, or (3) termination of by either party with a 30 day written notice. The City of Lubbock reserves the right to award the canceled contract to the next lowest and best bidder as it deems to be in the best interest of the city. Article 2 Miscellaneous. 2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in accordance with the laws of said State, without reference to choice of law provisions. 2.2 This Agreement is performable in, and venue of any action related or pertaining to this Agreement shall lie in, Lubbock, Texas. 2.3 This Agreement and its Exhibits contains the entire agreement between the City and Contractor and supersedes any and all previous agreements, written or oral, between the parties relating to the subject matter hereof. No amendment or modification of the terms of this Agreement shall be binding upon the parties unless reduced to writing and signed by both parties. 2.4 This Agreement may be executed in counterparts, each of which shall be deemed an original. 2.5 In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement shall not be affected thereby. 2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of any parties otherwise to insist upon strict performance of any provision hereof shall not constitute a waiver of any subsequent breach or of any subsequent failure to perform. 2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, representatives and successors and may be assigned by Contractor or the City to any successor only on the written approval of the other party. 2.8 All claims, disputes, and other matters in question between the Parties arising out of or relating to this Agreement or the breach thereof, shall be formally discussed and negotiated between the Parties for resolution. In the event that the Parties are unable to resolve the claims, disputes, or other matters in question within 30 days of written notification from the aggrieved Party to the other Party, the aggrieved Party shall be free to pursue all remedies available at law or in equity. 2.9 At any time during the term of the contract, or thereafter, the City, or a duly authorized audit representative of the City or the State of Texas, at its expense and at reasonable times, reserves the right to audit Contractor's records and books relevant to all services provided to the City under this Contract. In the event such an audit by the City reveals any errors or overpayments by the City, Contractor shall refund the City the full amount of such overpayments within 30 days of such audit findings, or the City, at its option, reserves the right to deduct such amounts owing the City from any payments due Contractor. 2.10 The City reserves the right to exercise any right or remedy to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. 2.11 The contractor shall not assign or sublet the contract, or any portion of the contract, without written consent from the Director of Purchasing and Contract Management. Should consent be given, the Contractor shall insure the Subcontractor or shall provide proof of insurance from the Subcontractor that complies with all contract insurance requirements document, this provision shall control. 2.12 Contractor acknowledges by supplying any Goods or Services that the Contractor has read, fully understands, and will be in full compliance with all terms and conditions and the descriptive material contained herein and any additional associated documents and Amendments. The City disclaims any terms and conditions provided by the Contractor unless agreed upon in writing by the parties. In the event of conflict between these terms and conditions and any terms and conditions provided by the Contractor, the terms and conditions provided herein shall prevail. The terms and conditions provided herein are the final terms agreed upon by the parties, and any prior conflicting terms shall be of no force or effect. 2.13 Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization. 2.14 Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. To the extent Subchapter J, Chapter 552, Government Code applies to this agreement, Contractor agrees to: (1) preserve all contracting information related to the contract as provided by the records retention requirements applicable to the governmental body for the duration of the contract; (2) promptly provide to the governmental body any contracting information related to the contract that is in the custody or possession of the entity on request of the governmental body; and (3) on completion of the contract, either: (A) provide at no cost to the governmental body all contracting information related to the contract that is in the custody or possession of the entity; or (B) preserve the contracting information related to the contract as provided by the records retention requirements applicable to the governmental body. 2.15 No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, a) This section applies only to a contract that: (1) is between a governmental entity and a company with 10 or more full-time employees; and (2) has a value of $100,000 or more that is to be paid wholly or partly from public funds of the governmental entity. (b) A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. 2.16 Texas Government Code 2274. By entering into this Agreement, Contractorverifes that: (1) it does not, and will not for the duration of the contract, have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If Contractor is a company with 10 or more full-time employees and if this Agreement has a value of at least $100,000 or more, Contractor verifies that, pursuant to Texas Government Code Chapter 2274, it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and will not discriminate during the term of the contract against a firearm entity or firearm trade association. 2.17 Contractor represents and warrants that: (1) it does not, and will not for the duration of the contract, boycott energy companies or (2) the verification required by Section 2274.002 of the Texas Government Code does not apply to the contract. If Contractor is a company with 10 or more full-time employees and if this Agreement has a value of at least $100,000 or more, Contractor verifies that, pursuant to Texas Government Code Chapter 2274, it does not boycott energy companies; and will not boycott energy companies during the term of the Agreement. This verification is not required for an agreement where a governmental entity determines that these requirements are inconsistent with the governmental entity's constitutional or statutory duties related to the issuance, incurrence, or management of debt obligations or the deposit, custody, management, borrowing, or investment of funds. 2.18 Confidentiality. The Contractor shall retain all information received from or concerning the City and the City's business in strictest confidence and shall not reveal such information to third parties without prior written consent of the City, unless otherwise required by law. 2.19 Indemnify. The Contractor shall indemnify and save harmless the city of Lubbock and its elected officials, officers, agents, and employees from all suits, actions, losses, damages, claims, or liability of any kind, character, type, or description, including without limiting the generality of the foregoing, all expenses of litigation, court costs, and attorney's fees, for injury or death to any person, or injury to any property, received or sustained by any person or persons or property, to the extent arising out of, related to or occasioned by, the negligent acts of the Contractor, its agents, employees, and/or subcontractors, related to the performance, operations or omissions under this agreement and/or the use or occupation of city owned property. The indemnity obligation provided herein shall survive the expiration or termination of this agreement. 2.20 The Contractor shall provide the City a minimum of 48 hours to remedy any operational issues that could potentially impact the contractor. 2.21 The Contractor agrees to not apply any chemicals on the surface within a 250 foot radius of existing groundwater monitoring wells on the tract of land in this lease. -----INTENTIONALLY LEFT BLANK----- IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed the day and year first above written. Executed in triplicate. CITY OF LUBB Tray Payne, ATTEST: Courtney Paz, City Secretary APPR ED AS TO TENT: ood F nkli , Division Director of Public Works , CON CT 1 � BY: Authorized Representative _��.-��, cl� �� a��.�� 6�Q% Print Name �U �S.%r �U / Address 5��, � ( � �1 c�� �' �� ���j � City, State, Zip Code APPROVED AS TO F Ry n B oke, Senior Assistant City Attorney Exhibit A ITB 24-17835-SB Cash Farm Lease Abernathy Site SCOPE OF WORK To prepare, plant, and cultivate all tillable land in a farmer-like manner in due time and season; to keep down all noxious weeds and grasses and prevent their seeding and spreading with the same precaution that any prudent farmer would exercise in the care of his own field. Exh3bit A Praposed Farm L�ase in a Parti,on of 8ectia� 1, Block P Co�taining 3?5 Acres � DigkalO�thophotography- May2019 0 1000 2000 3000 4000 Feet �f Cityof Ac requirea pyChapter 2051, Geospatial Da� Proaucts oFme oouernmeMCoee, tha proeuctakr infoimationalpuryoses Lubbock ana may nothaue Deen prepareGior or De suimDle for k ga� engineerin�, o r suNeying purposes Ituoes nat repre sent an 1 l f 1 L on�negrouna suNey ana repr�seMs onMtne approbmate relatiue iocation ofproperty Dounaariex Primary Responses �o.: c�a «w.� ee Lessee will pay rent to Lessor �nw rWtrip vahrota9�rAen B�d �� i To prepere, plant, and cultivate all Ullable land, per (gY � � � specfkiaGona Amount due at the inception of Lease Erra: Yiubp rdur 1m 4�r Ac. rne Partles agrea that tha amount due at the (er �� � H12 Bld a2-� ineeptlon of this Lease shall be (s_ J for tha flrst year o( the Lease Exhibit B Numerit Nument • ,�5 (� � Z2��S i 0.00 , �1,�$�i . t 0.00 i 0.00 CONTRACTOR ACKNOWLEDGEMENT In compliance with this solicitation, the undersigned bidder, having examined t6e bid documents, instructions to bidders, documents associated with the invitation to bid, and being familiar with the conditions to be met has reviewed the above information regarding: • Insurance Requirements • Suspension and Debarment Certi�cation • Texas Government Code Section 2252.152 • Texas Government Code Section 2271.002 • Texas Government Code 2274 SUBMISSION INFORMATION An individual authorized to bind the company must sign the following section. Failure to execute this portion may result in bid rejection. THIS BID IS SUBMITTED BY �0�'�ic.�C �� �,a,IF,6�oo� corporation organized under the laws of the State of e�.,s individual tradipg as the City of TaxIDNo.: �3��'4�—���� Address � �l� N `�dr(�.. Rvc. or a partnership consisting of of City: �.-.�����. State: �� Zip: � � �I� M/WBE Firm:l I Woman : Representative - must sign by hand Officer Name and Title: � I Black American American Asian Pacific American Please complete the informallon below. Native American Other (Specify� 3 _i �-- Zy Date: Business Telephone Number ��� "�$� J�? 3 a FAX: E-mail Address: /��^��� f`'�' ��GV�ue ��- � 0�0�. �d� Exhibit C INSURANCE REQUIREMENTS The Contractor will provide copies of the policies without expense, to the City and all endorsements thereto and may make any reasonable request for deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any of such policies). Upon such request by the City, the Contractor shall exercise reasonable efforts to accomplish such changes in policy coverages, and shall pay the cost thereof. Any costs will be paid by the Contractor. Auto Liability Requirements: $1 M/occurrence is needed Commercial General Liability Requirements: $1 M occurrence /$2M aggregate (can be combined with an Excess Liability to meet requirement). Commercial General Liability to include Products — Completion/OP, Personal and Advertising Injury, Contractual Liability, Fire Damage (any one iire), and Medical Expenses (any one person). Commercial General Liability Heavy Equipment Endorsement: Heavy equipment endorsement is required. Workers Compensation Requirements: Statutory. If the vendor is an independent contractor with no employees and are exempt from providing Workers' Compensation coverage, they must sign a waiver (obtained from COL Purchasing) and include a copy of their driver's license.. Employer Liability ($1 M) is required with Workers Compensation. REQUIRED PROVISIONS The Contractor agrees that with respect to the above required insurance, all insurance contracts and certificate(s) of insurance will contain and state, in writing, on the certificate or its attachment, the following required provisions: a. Name the City of Lubbock and its officers, employees, and elected representatives as additional insureds, (as the interest of each insured may appear) as to all applicable coverage; b. Provide for 30 days' notice to the City for cancellation, nonrenewal, or material change; c. Provide for notice to the City at the address shown below by registered mail; d. The Contractor agrees to waive subrogation against the City of Lubbock, its officers, employees, and elected representatives for injuries, including death, property damage, or any other loss to the extent same may be covered by the proceeds of insurance; e. Provide that all provisions of this contract concerning liability, duty, and standard of care together with the indemnification provision, shall be underwritten by contractual liability coverage sufficient to include such obligations within applicable policies. NOTICES The Contractor shall notify the City in the event of any change in coverage and shall give such notices not less than 30 days prior the change, which notice must be accompanied by a replacement CERTIFICATE OF INSURANCE. All notices shall be given to the City at the following address: Marta Alvarez, Director of Purchasing & Contract Management City of Lubbock 1314 Avenue K, Floor 9 Lubbock,Texas 79401 1.1. Approval, disapproval, or failure to act by the City regarding any insurance supplied by the Contractor shall not relieve the Contractor of full responsibility or liability for damages and accidents as set forth in the contract documents. Neither shall the bankruptcy, insolvency, or denial of liability by the insurance company exonerate the Contractor from liability.