HomeMy WebLinkAboutC2017-296 - 10/31/2017 - Approved •
CITY OF CORPUS CHRISTI,TEXAS
DEPARTMENT OF ENGINEERING SERVICES
Property and Land Acquisition Division
FARM LEASE AGREEMENT
STATE OF TEXAS §
KNOW ALL BY THESE PRESENTS:
COUNTY OF NUECES §
This farm lease agreement ("Lease") is entered into this by and between the City of Corpus Christi, a
Texas home-rule municipal corporation ("City"), and LA Farms ("Lessee"), a Texas general partnership,
in consideration of the mutual covenants contained in this Lease.
1. PREMISES. The City leases to Lessee 940 acres (the "Premises"), more particularly described
as all of Section 22 and the north one half of Section 41 of the Santa Cruz Ranch, also known as
Laureles Farm Tracts, out of a 2,273.59 acre tract described by the metes and bounds in "Exhibit A"
and shown in the aerial map referenced as "Exhibit B" , both exhibits being attached and incorporated
by reference in this Lease as if each exhibit were set out here in their entireties.
2. PURPOSE. The purpose of this Lease, between City and Lessee, is to enable Lessee to utilize
the Premises for the farming of crops and for no other purpose.
3. LEASE TERM. This Lease is for a five-year term beginning November 1, 2017, and ending at
midnight on October 31, 2022, subject to prior termination as set out in this Lease. For annual lease
payment purposes, November 1s' of every succeeding calendar year following the execution of this
Lease is deemed the anniversary date of the Lease ("Anniversary Date").
4. LEASE PAYMENT.
A. Upon Lessee's execution of this Lease and the City Council's approval, Lessee must pay
the City an annual lease payment of $98,700 which is based on $105.00 per acre x 940 acres
("Lease Payment"). Any one-time bonus payment that was included in a bid by Lessee and
accepted as consideration for this Lease must also be remitted with the initial Lease Payment.
The Lease Payment is due at the beginnino of the Lease and on or before each Anniversary
Date.
B. The Lease Payment must be delivered or mailed to:
City of Corpus Christi
Department of Financial Services
A/R - Collections Section Manager
P. 0. Box 9277
Corpus Christi, Texas 78469-9277
C. Lease Payments are not refundable if this Lease is terminated prior to completion of its full
five-year term.
D. In the event Lessee holds over beyond the expiration of the term herein provided with the
2017-296 mplied, of the City, any such holdover is a tenancy at sufferance and such
10/31/17 inly be from month-to-month and subject to the conditions of this Lease.
Ord. 031282
LA Farms INDEXED
Lessee acknowledges and agrees in advance that any such holdover does not constitute a
renewal of this Lease, and any holdover period is subject to Lessee's payment of a monthly rental
amount equal to 1/12 of the last annual Lease Payment.
5. ACCEPTANCE OF PREMISES DISCLAIMER.
A. LESSEE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL
FAULTS AS MAY EXIST ON THE PREMISES AND THAT NEITHER LESSOR, NOR ANY
EMPLOYEE OR AGENT OF LESSOR, HAS MADE ANY REPRESENTATIONS OR
WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. LESSEE HEREBY WAIVES
ANY AND ALL CAUSES OF ACTION, CLAIMS, DEMANDS, AND DAMAGES BASED ON ANY
WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTY OF SUITABILITY FOR A PARTICULAR PURPOSE, ANY AND ALL WARRANTIES
OF HABITABILITY, AND ANY OTHER IMPLIED WARRANTIES NOT EXPRESSLY SET FORTH
IN THIS LEASE.
B. LESSEE ACKNOWLEDGES AND AGREES THAT, UPON LESSEE'S REQUEST PRIOR
TO THE EXECUTION OF THIS LEASE, LESSEE HAS BEEN PROVIDED, TO ITS
SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS
TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH LESSEE
INTENDS TO USE THE PREMISES, AND IS RELYING ON ITS OWN INSPECTION.
C. LESSEE ACKNOWLEDGES THAT ANY AND ALL STRUCTURES AND IMPROVEMENTS,
IF ANY, EXISTING ON THE PREMISES ON THE COMMENCEMENT DATE OF THIS LEASE
ARE ACCEPTED "AS IS" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT
_ THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY LESSOR WITH RESPECT TO
SUCH STRUCTURES AND IMPROVEMENTS. LESSEE ACKNOWLEDGES THAT IT IS NOT
RELYING UPON ANY REPRESENTATION, STATEMENT, OR OTHER ASSERTION BY
LESSOR WITH RESPECT TO ANY EXISTING STRUCTURES OR IMPROVEMENTS, BUT IS
RELYING ON LESSEE'S EXAMINATION OF THE SAME.
D. THE CITY, HAVING FEE SIMPLE RIGHTS TO THIS LAND, DOES NOT WARRANT ITS
TITLE TO THE PREMISES AND DOES NOT GUARANTEE LESSEE'S QUIET POSSESSION
OF SAME. LESSEE ACKNOWLEDGES AND IS AWARE THAT THE PREMISES IS
CONTAINED WITHIN A LARGER AREA OF LAND OWNED BY THE CITY AND CURRENTLY
USED FOR ACTIVE LANDFILL OPERATIONS AND RELATED PURPOSES. THIS LEASE AND
THE RIGHTS AND PRIVILEGES GRANTED LESSEE IN AND TO THE PREMISES ARE
SUBJECT TO ALL COVENANTS, CONDITIONS, RESTRICTIONS, AND EXCEPTIONS OF
RECORD OR APPARENT. LESSEE ACKNOWLEDGES THAT LESSOR DOES NOT OWN ALL
MINERAL AND GAS RIGHTS TO THE PREMISES, AND LESSEE IS SUBJECT TO ANY
EXPLORATORY AND PRODUCTION RIGHTS OF THE MINERAL OWNERS AND WHICH
COULD PRODUCE DAMAGES TO LESSEE'S LEASEHOLD. NOTHING CONTAINED IN THIS
LEASE MAY BE CONSTRUED TO IMPLY THE CONVEYANCE TO LESSEE OF RIGHTS IN
THE PREMISES THAT EXCEED THOSE OWNED BY THE CITY.
E. THE PROVISIONS OF THIS SECTION 5 SURVIVE THE EXPIRATION OR EARLIER
TERMINATION OF THIS LEASE.
6. USE AND MAINTENANCE.
A. Lessee shall use the Premises for agricultural purposes only and cannot make any other
use of the Premises without the prior written consent of the City. Lessee shall take good care of
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the Premises and its appurtenances and suffer no waste. Lessee shall keep the Premises in
good repair at Lessee's own expense. Lessee shall observe and obey all applicable federal,
state, and local laws, rules, and regulations and all rules set out by the City for the operation of
the Premises. At the expiration of this Lease, Lessee shall surrender the Premises in as good
condition as the same are now in, natural wear and tear and damage from the elements only
accepted. Lessee will not permit any alcoholic beverages on the Premises. Lessee agrees to
conduct all of Lessee's operations on the leased premises in a reasonable, efficient and prudent
manner.
B. Without limiting the foregoing, Lessee specifically agrees:
1. Chemical Notification. The use of all agricultural chemicals, fertilizers, and pesticides
will be in a lawful, safe, and a prudent manner. The Director of Solid Waste Services
will determine and approve the time and place any aerial or ground chemicals, fertilizers,
and pesticides will be used due to the proximity of the landfill and its employees and the
public. The expressed preference of the City is that spraying by the Lessee occur only
on Sundays when the landfill is not open to the public. Under normal circumstances, the
notice of intent to use agricultural chemicals, fertilizers and pesticides must be provided
in writing no less than 24 hours prior to use and addressed to:
City of Corpus Christi
Director of Solid Waste Services
P. O. Box 9277
Corpus Christi, Texas 78469-9277
Phone: (361) 857-1970
Fax: (361) 857-1971
In the event of crop destruction due to midge insects and under an emergency
situation only, Lessee will be allowed to, instead, give a 24-hour notice of crop
spraying to the Director of Solid Waste Services, or his designee, by calling (361)
857-1972 or(361) 857-1970.
2. Growth Control. Lessee will prevent the growth of and keep the Premises (including
cultivated fields, turn rows, ditches, fence rows, and lands adjacent to the Premises) free
from Johnson grass, Bermuda grass, cockleburs, burdock plants, and other noxious
weeds and undesirable vegetation, and keep the cultivated portion of the Premises free
from all sprouts and stumps.
7. FEES, TAXES & UTILITIES. Lessee shall pay, if applicable to Lessee's leasehold interest and
Lessee's use and business operations at the Premises, all ad valorem taxes, personal property taxes,
licenses, utility fees and charges, and all other fees and taxes required to be paid during the this ease.
Lessee shall pay, at its sole cost and expense, all taxes, fees, utilities, and charges on or prior to the
due date.
8. RECORDKEEPING. Lessee will keep an accurate book of accounts regarding all business
matters pertaining to the cultivation of the Premises, and these account books must be open to
inspection by the Property Manager upon reasonable demand during the City's normal business hours.
9. INSURANCE.
A. Coverages. Lessee must obtain and keep in force during the term of this Lease insurance
policy or policies in the amounts and with the types of insurance coverages set out in the attached
"Exhibit C,"which exhibit is incorporated by reference as if fully set out here in its entirety.
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B. Failure of Lessee. Failure of Lessee to procure and maintain in force the required insurance
coverages constitutes a material breach of the Lease upon which the City may immediately
terminate this Lease if Lessee does not furnish proof of the required insurance coverages to the
City within 10 days of written notice to Lessee.
C. Insurance Coverage Adjustments. The types and amounts of insurance coverage specified
in the Lease is subject to adjustment by the City's Risk Manager on the Anniversary Date of the
Lease. Notice of any such required adjustment(s) will be provided to Lessee not less than 30
days prior to the Anniversary Date.
10. FINANCING. The City recognizes that Lessee may borrow funds for agricultural purposes, or for
other purposes, secured by a first lien security interest in Lessee's leasehold estate in the Premises.
The fee simple estate of City in the surface estate, burdened by Lessee's leasehold estate, must not be
subject to any liens, and any security lien instrument to which Lessee is a party must contain the
following language, or other similar language approved in advance by the City Attorney:
"Lender agrees that the lien created by this instrument is effective only as
to the leasehold estate of Lessee created under that certain Lease
effective on November 1, 2017, by and between the City of Corpus
Christi and Lessee, and that this instrument does not affect the fee
simple interest in the Premises owned by the City of Corpus Christi. In
the event of any foreclosure by any lender of a lien or liens on the
Lessee's leasehold estate in the Premises or Lessee's improvements, if
any, such lender or other purchaser at foreclosure, its successors and
assigns, will succeed to all rights, privileges, and duties of Lessee
including, without limitation, the duty to pay rent."
11. DAMAGE TO CITY OR FRANCHISEE IMPROVEMENTS. Lessee must pay for all damages to
any City or franchisee utility lines and equipment located on the Premises caused by Lessee's farming
and agricultural operations and must replace all lines or equipment injured or destroyed as a result of
Lessee's farming and agricultural operations. If damage occurs to any gas, storm, wastewater, or
water line ("City Improvements"), or to any City equipment located on the Premises, the City's
representative will determine the extent of damage and amount of repairs and/or replacement needed
to the City Improvements, and, as determined by the City's representative, a City gas, storm,
wastewater, or water division crew will be brought in and immediately allowed to make all necessary
repairs and/or replacements. For purposes of calculating time, a half-day of four hours or more
constitutes a whole working day; any work time in excess of eight hours a day or which occurs on a
Saturday, Sunday, or a holiday will be calculated at a daily rate of $53.77 an hour. An additional fee
will be due for the cost of a City inspector at a daily rate of $286.80 for any portion of a day spent
inspecting construction, maintenance, repair, replacement, or relocation of said utility lines and
equipment pursuant to this paragraph. A franchisee whose franchisee improvements are damaged will
follow the same process as set out for damage to City Improvements. All costs incurred by City
(including labor and materials) associated with the repairs and/or replacement of the lines and
equipment must be paid by Lessee.
12. ASSIGNMENT AND SUBLEASING. Lessee shall not at any time, without the express prior
written consent of the City Manager, assign, sublease, or transfer, or permit or participate in any
assignment, sublease, or transfer, of this Lease or any of the rights, powers, or privileges granted
under this Lease. Consent to an assignment or sublease shall not be unreasonably withheld by City.
In the event of an approved assignment or sublease, Lessee shall notify any assignee or sublessee
that they shall be liable under all terms, conditions, and obligations of this Lease. Lessee further
acknowledges and agrees that, notwithstanding any approved assignment or sublease, Lessee shall
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also remain liable under all terms, conditions, and obligations of the Lease unless released in writing by
the City Manager.
13. HUNTING. This Lease does not grant Lessee any rights to hunt on the Premises, and Lessee
will not hunt nor allow any other party to hunt on the Premises without the express written consent of
the City Manager.
14. NO AUTHORITY TO INSTALL OR CONSTRUCT IMPROVEMENTS. Lessee does not have any
authority or right under this Lease to install or construct any temporary or permanent improvements,
including structures, on the Premises.
15. NO DEBTS. Lessee shall not incur any debts or obligations on the credit of the City during the
term of this Lease.
16. ENTRY BY CITY. The City, by and through its officials, officers, employees, and agents, has the
right at all times during the Lease term to ingress and egress to the Premises for the purpose of
conducting any business incident to the activities of the City and for purposes of inspection, repair, fire
or police action, and enforcement of the terms of this Lease, and includes the regular and necessary
operation of vehicles and equipment on the shared roadways bisecting and crossing the Premises.
17. NOTICES.
A. All notices, demands, requests or replies provided for or permitted by this Lease must be in
writing and delivered by any one of the following methods: (1) by personal delivery; (2) by deposit
with the U.S. Postal Service as certified mail, return receipt requested, postage prepaid; or (3) by
deposit with an overnight express delivery service, and sent to the following address:
If to City:
City of Corpus Christi
Property Manager, Engineering Department
P. O. Box 9277
Corpus Christi, Texas 78469-9277
Phone: (361) 826-3500
Fax: (361) 826-3501
If to Lessee:
LA Farms
Attn: Austin Harwell or Laura Harwell
3761 FM 665
Robstown, TX 78380
Phone: (361) 813-8880
Fax: None
B. Notice deposited with the U.S. Postal Service in the manner described above will be
deemed effective two business days after deposit, postage prepaid. Notice by overnight express
delivery service will be deemed effective one business day after delivery to the overnight express
carrier, with proof of receipt.
C. Either party may notify the other, in the manner described above, of a change of address.
Any such change of address must be sent within 10 days of the effective date of the change.
18. INDEMNITY LESSEE WILL FULLY INDEMNIFY, HOLD HARMLESS, AND DEFEND
THE CITY, ITS OFFICERS, EMPLOYEES, AND AGENTS ("INDEMNITEES") FROM AND
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AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS AND
ACTIONS OF ANY NATURE WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES
(INCLUDING, WITHOUT LIMITATION ON THE FOREGOING, WORKERS'COMPENSATION
AND DEATH CLAIMS), OR PROPERTY LOSS OR DAMAGE OF ANY KIND WHATSOEVER
WHICH MAY ARISE OUT OF OR IN ANY MANNER BE CONNECTED WITH, OR IS
CLAIMED TO ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH, THE
PERFORMANCE OF THIS LEASE BY LESSEE. LESSEE SHALL, AT LESSEE'S OWN
COST AND EXPENSE, INVESTIGATE ALL SUCH CLAIMS AND DEMANDS, ATTEND TO
THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED
THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, PAY ALL
CHARGES OF ATTORNEYS, AND PAY ALL OTHER COSTS AND EXPENSES OF ANY
KIND, INCLUDING EXPERT WITNESS FEES, ARISING FROM ANY SUCH LIABILITY,
DAMAGE, LOSS, CLAIMS, DEMANDS, AND ACTIONS.
19. DEFAULT AND TERMINATION.
A. If Lessee defaults in performance of any of the promises or covenants contained herein,
City may terminate this Lease following written notice to Lessee of the default and a reasonable
opportunity to cure. Upon the occurrence of any uncured event of default, the City may, at its
option, in addition to any other remedy or right given hereunder or by law, give notice to Lessee
that this Lease terminates upon the date specified in the notice. Once terminated, the City has
the right, without further notice to Lessee, to re-enter the Premises and remove all persons
therefrom without being deemed guilty in any manner of trespass and also without prejudice to
any remedies against Lessee for arrears of rent or breach of covenant.
B. In the event that any rent is due and unpaid under the Lease, the City may resume
possession of the Premises and relet the same for the remainder of this Lease term at the best
rent the City may obtain, for the account of the Lessee, who must pay any resulting deficiency;
and the City will have a lien as security upon all crops, goods, wares, chattels, implements,
fixtures, furniture, tools, and other personal property which are located or were placed on the
Premises, which lien is cumulative of and in addition to any statutory landlord's lien created by
law.
C. In the event Lessee has paid the full cash rent at the start of the Lease or any applicable
annual Anniversary Date, Lessee shall have the right to harvest any existing crops that have been
planted prior to the termination of the Lease.
D. The failure of City or Lessee to insist on strict performance of any of the terms, covenants,
or conditions of this Lease is not a waiver of any right or remedy that City or Lessee may have
and is not a waiver of the right to require strict performance of all the terms, covenants and
conditions of the Lease thereafter nor is deemed to be a waiver of any remedy for the subsequent
breach or default of any term, covenant or condition of the Lease.
20. REMOVAL OF PERSONAL PROPERTY. It is Lessee's responsibility to remove its personal
property of every kind and type from the Premises prior to termination or expiration of the Lease.
Lessee agrees that any personal property remaining on the Premises after the termination or expiration
of the Lease automatically becomes the City's property without any further notice, action, or process of
law for disposition by the City as the City deems appropriate in the City Manager's sole discretion,
without compensation to Lessee. Lessee shall also be invoiced for the City's costs to remove Lessee's
personal property from the Premises after termination or expiration of the Lease, and Lessee shall pay
the invoice within 30 days of receipt.
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21. CONDITION OF PROPERTY UPON EXPIRATION OR TERMINATION. Lessee covenants and
agrees that, upon expiration or any earlier termination of this Lease, however caused, Lessee shall quit
and surrender the Premises and perform all repairs reasonably necessary to restore the Premises to
the same condition it was in at the time this Lease was entered into, reasonable wear and tear, acts of
God, fire and flood damage or destruction where Lessee is without fault, excepted.
22. RIGHTS OF THE CITY.
A. The City reserves the right to sell, use, or lease for a governmental or public use different
from the present use all or any part of the Premises at any time during the term of this Lease.
Should the Premises be sold, used, or leased before expiration of this Lease and the purchaser
or lessee is not willing to take the property subject to this Lease and demands immediate
possession, then the Lessee agrees to vacate within 30 days following receipt of the notice to
vacate. Should it become necessary for Lessee to vacate in case of a sale or lease, then, the
City will pay Lessee, for the Premises or portion thereof vacated, the following amounts, to-wit: a
proportionate share of the then-applicable annual Lease Payment paid, which share is
determined by dividing (i) the number of days of the term remaining after vacation by Lessee by
(ii) the total number of days in the term, and multiplying the resulting percentage by the annual
Lease Payment amount paid by Lessee.
B. The City reserves and excepts from this Lease those easements reasonably necessary for
the purpose of assigning, exploring, prospecting, mining, drilling, developing, producing, saving,
transporting, storing, treating, removing, and owning the reserved minerals and oil and gas in the
Premises to the extent such easements are implied under Texas common law to allow accessed
to severed estates.
C. City retains the right to use or cross the Premises with utility lines and easements. City may
exercise these rights without compensation to Lessee for damages to the Premises from
installing, maintaining, repairing, or removing the utility lines and easements. City must use
reasonable judgment in locating the utility lines and easements to minimize damage to the
Premises.
D. It is understood and agreed by Lessee that the City retains sole authority to negotiate
settlement of any and all claims for damage by reason of activities in connection with the
operation, development, and exploration for oil, gas, and other minerals on the Premises. Lessee
shall promptly notify the City of any and all damages to the Premises and/or crops growing
thereon that may be occasioned by operation, development, or exploration for oil, gas, or other
minerals, or that may be occasioned by any other activity during the Lease term, which Lessee
observes, learns of, or has reason to be made aware of any such damage.
23. CONDEMNATION. If the whole or a substantial part of the Premises are taken or condemned by
the City, or any entity with legal authority to exercise eminent domain rights, for any public use or
purpose, then and in that event, the term of this Lease shall cease and terminate from the date when
possession of the part or whole so taken or condemned is required for such use or purpose. If less
than a substantial part of the Premises are taken or condemned by the City and, as a result thereof,
Lessee believes the ability to continue the purpose of this Lease has been eliminated, the question of a
possible partial Lease Payment refund, if any, may be submitted in writing by Lessee to the City for
consideration.
24. DISCLOSURE OF INTERESTS AND STATE OF TEXAS FORMS. Lessee agrees to comply with
City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form ("Exhibit D")
as part of this Lease contract. Lessee agrees to comply with Texas Government Code Section
2252.908 and complete Form 1295 Certificate of Interested Parties as part of this Lease contract. For
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more information, please review the information on the Texas Ethics Commission's website at
https://www.ethics.state.tx.us. Lessee also agrees to comply with Chapter 176 of the Texas Local
Government Code and file Form CIQ with the City Secretary's Office, if required. For more information
and to determine if you, as Lessee, need to file a Form CIQ, please review the information on the City
Secretary's website at http://www.cctexas.com/qovernment/city-secretary/conflict-disclosure/index.
25. MODIFICATIONS. No changes or modifications to this Lease may be made, nor any provision
waived, unless in writing and signed by a person authorized to sign lease agreements on behalf of
each respective party.
26. COMPLIANCE WITH LAWS. Lessee, its employees, representatives, and agents, as a condition
of this Lease. agrees to and must comply with all applicable federal, State, and local laws, rules, and
regulations which apply to Lessee's use and occupancy of the Premises and Lessee's operations and
activities conducted on and at the Premises. Lessee, at Lessee's sole cost and expense. will fulfill all
ordinances of the City applicable to the Premises, and Lessee's operations thereon, and all orders and
requirements imposed by the Health, Sanitation, Solid Waste Operations. Fire, and Police Departments
of the City for the correction, prevention, and abatement of nuisances occurring on or at, or connected
to, the Premises during this Lease.
27. RELATIONSHIP OF THE PARTIES. This Lease establishes a landlord/tenant relationship, and
none other, and this Lease must be construed conclusively in favor of that relationship. In performing
this Lease, both City and Lessee will act in an individual capacity and not as agents, representatives,
employees, employers, partners. joint venturers, or associates of one another. The employees or
agents of either party shall not be, nor be construed to be, the employees or agents of the other party
for any purpose whatsoever.
28. INTERPRETATION. This Lease must be interpreted according to the Texas laws which govern
the interpretation of contracts. Venue lies in Nueces County, Texas, where this Lease was entered into
and will be performed. The headings contained in this Lease are for convenience and reference only
and are not intended to define or limit the scope of any paragraph or provision.
29. SEVERABILITY. If, for any reason, any section, paragraph, subdivision, clause, provision,
phrase. or word of this Lease or the application hereof to any person or circumstance is, to any extent,
held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of
competent jurisdiction, then the remainder of this Lease, or the application of said term or provision to
persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable. will
not be affected thereby, for it is the definite intent of the parties to this Lease that every section,
paragraph, subdivision, clause, provision, phrase or word hereof be given full force and effect for its
purpose. To the extent that any clause or provision is held illegal, invalid. or unenforceable under
present or future law effective during the term of this Lease, then the remainder of this Lease is not
affected thereby, and in lieu of each such illegal, invalid, or unenforceable clause or provision, a clause
or provision, as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be
possible and be legal, valid and enforceable, will be added to this Lease automatically.
30. BINDING AGREEMENT. It is mutually understood and agreed that the covenants. conditions,
and provisions contained in this Lease to be performed by the respective parties are binding on the
parties and their respective successors, assigns, and heirs.
31. ENTIRETY CLAUSE. This Lease and the exhibits incorporated and attached hereto constitute
the entire agreement between the City and Lessee for the use granted. All other agreements,
promises and representations with respect thereto, unless contained in this Lease, are expressly
revoked, as it is the intention of the parties to provide for a complete understanding within the
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provisions of this document, and the exhibits incorporated and attached hereto, the terms, conditions,
promises, and covenants relating to Lessee's use of the Premises.
Executed in triplicate by the parties. By Lessee's execution below, Lessee acknowledges that
Lessee has read this Lease and understands that this Lease is not binding on the City until
properly authorized by the City Council and executed by the City Manager or her designee.
LESSOR: CITY •• •' C• -PUS CHRISTI ATTEST:
Lk ..moi ,_ e c, (A:..Qry
i-7-\
VaH. Gray, '. e ecca Huerta
Exe, ve Director of P .lic Wor s City Secretary
APPROVED AS TO LEGA FORM: O ? 4&kI )'7 , 2017
MI iii RISLEY, CITY ATTIRNEY
1 .4 ` i.... I f q
Elizabe6 undley, As stant City Afford
LESSEE: L Farm a21"-xas general partnership
l
A sti HaII, Partner Laura Ha , ell, Partner
lob-71, -7 /01171i01 -7
Date Date
Attached and Incorporated by Reference:
Exhibit A-Metes and Bounds Description of Premises
Exhibit B-Aerial Depiction of Premises
Exhibit C-Insurance Requirements �L "�
Exhibit D-Disclosure of Interest TNUK
IT cedllicIL.. 3
i
....................�...... SECR AR
/
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"EXHIBIT A"
METES AND BOUNDS DESCRIPTION
of a 2,273.59-Acre Tract
Being 2,293.25 acres of land (gross), more or less, being all of Section 22,
all of Section 41, the south one half(S '/)of Section 42, the north one half
(N /z) of Section 43, and the north one half(N 'h) of Section 44, Santa
Cruz Ranch, known as Laureles Farm Tracts, as shown by the map
recorded in Volume 4, Page 36, Map Records of Nueces County, Texas,
and being the same property conveyed to John O. Chapman, Jr. by
instruments recorded in Volume 341, Page 466 and Volume 341, Page
468, Deed Records of Nueces County. Texas, save and except 18.50 acres
recorded in Volume 2214, Page 123, Deed Records of Nueces County,
Texas, 1.16 acres of an unrecorded but monumented additional thirty-foot
right-of-way for County Road 57 out of Section 22, Cause No. 94-1673-3
County Court at Law Number Two, Nueces County, Texas and subject to,
but not excepted, 5.47 acres recorded in Volume 523, Page 524, Deed
Records, Nueces County, Texas, 0.05 acres recorded in Volume 955, Page
601, Deed Records, Nueces County, Texas, leaving a net acreage of
2,273.59 acres, more or less, and said 2273.59 acres tract being more
particularly described by metes and bounds based on an on the ground
_.. _. survey as follows:
Beginning at a found cotton spindle for the northwest corner of this tract,
said spindle being on the northwest corner of said Section 22, the same
being the northeast corner of Section 21, and also lying on the centerline
on County Road 20;
Thence North 89 56120" East, along the north boundary of this tract,at the
same being the centerline of County Road 20, 5,280.30 feet to a set P.K.
Nail being the northeast corner of this tract, and said Section 22, and also
the intersection of the centerline of CR 20 and CR 57;
Thence South 00 03' 40" East along the east boundary of this tract, at
5,279.72 feet, pass the southeast corner of Section 22, the same being the
northeast corner of Section 41, at 10,559.42 feet pass the southeast corner
of Section 41, the same being the northeast corner of Section 44, in all
13,199.27 feet to a found cotton spindle for the southeast corner of this
tract;
Thence South 89 56' 20" West, along the south boundary of this tract at
30.00 feet pass a set 5/8-inch rod, at 2,639.30 feet pass a set 5/8-inch iron
rod, at 5,278.60 feet pass a set 5/8-inch iron rod on the west boundary of
Section 44, the same being the east boundary of Section 43, at 7,918.60
feet pass a set 5/8-inch iron rod, in all 10,995.63 feet to a set 5/8-inch iron
Page 10 of 17
rod for the southwest corner of this tract being on the west boundary of
Section 43;
Thence North 00 14' 01" West, along the west boundary of this tract and
Section 43, at 2,638.65 feet pass a set 5/8-inch iron rod at the northwest
corner of Section 43, the same being the southwest corner of Section 42, in
all 5,277.30 feet to a found 5/8-inch iron rod for the southwest corner of
this tract;
Thence North 89 56' 04" East, along the southmost north boundary of this
tract, at 3,092.91 feet pass a set 5/8-inch iron rod, in all 5,732.91 feet to a
found 2-inch iron pipe for an inside corner of this tract being on the east
boundary of Section 42,the same being the west boundary of Section 41;
Thence North 00 04' 23" West, along the west boundary of this tract and
Section 41, at 2,640.52 feet pass a set 5/8-inch iron rod at the northwest
corner of Section 41, the same being the southwest corner of Section 22, at
5,281.04 feet pass a set 5/8-inch iron rod, in all 7,921.55 feet to a point of
beginning and containing 2,293.25 gross acres of land, more or less
inclusive of said 18.50 acre tract of 2,273.59 net acres of land. Included
within this 2,273.59 acres are roadway right-of-ways shown within
Sections 22, 41, 42, 43, and 44 on the recorded map, but not defined as to
width.
Page 11 of 17
"EXHIBIT B"
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Wetland DW1n i,atbn tdsnb/ron Crop Year
US�,A Farm 3466 ' nom"w,,w brut"!Hra.4wm Map Created December 5.2014
Tract 13100 . E,..mu,ncw.cuns.usv.Gos.vw.s v.woanc
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nM«.n.e..............�..d.k.......,�',cr1... v.1••...H.e..,n, 0 dii 9'II Ire•:
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Page 12 of 17
•
"EXHIBIT C"
INSURANCE REQUIREMENTS
LESSEE'S LIABILITY INSURANCE
A. Lessee must not commence work under this contract until all insurance required has been
obtained_and such insurance has been approved by the City. Lessee must not allow any
subcontractor, to commence work until all similar insurance required of any subcontractor has
been obtained.
B. Lessee must furnish to the City's Risk Manager and the Director of Solid Waste Operations one
(1) copy of Certificates of Insurance with applicable policy endorsements showing the following
minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City
must be listed as an additional insured on the General liability and Auto Liability policies by
endorsement, and a waiver of subrogation endorsement is required on GL, AL and WC if
applicable. Endorsements must be provided with Certificate of Insurance. Project name and/or
number must be listed in Description Box of Certificate of Insurance.
TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-day advance written notice of Bodily Injury and Property Damage
cancellation, non-renewal, material change Per occurrence - aggregate
or termination required on all certificates
and policies.
COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence
including: $1,000,000 Aggregate
1. Commercial Broad Form
2. Premises —Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Broad Form Property Damage
7. Personal Injury- Advertising Injury
8. Herbicide/ Pesticide Liability
FARM AUTO LIABILITY OR $1,000,000 Combined Single Limit
- - - - -- - - - - AUTO LIABILITY (including)
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
WORKERS'S COMPENSATION Statutory and Complies with Part II of this
(All States Endorsement if Company is not Exhibit.
domiciled in Texas)
Employers Liability $500,000/$500,000/$500,000
Page 13 of 17
C. In the event of accidents of any kind related to this contract, Lessee must furnish the Risk
Manager with copies of all reports of any accidents within 10 days of the accident.
11. ADDITIONAL REQUIREMENTS
A. Applicable for paid employees, Lessee must obtain workers' compensation coverage through a
licensed insurance company. The coverage must be written on a policy and endorsements
approved by the Texas Department of Insurance. The workers' compensation coverage provided
must be in statutory amounts according to the Texas Department of Insurance, Division of
Workers' Compensation. An All States Endorsement shall he required if Lessee is not domiciled
in the State of Texas.
B. Lessee shall obtain and maintain in full force and effect for the duration of this Contract, and any
extension hereof, at Lessee's sole expense, insurance coverage written on an occurrence basis by
companies authorized and admitted to do business in the State of Texas and with an A.M. Best's
rating of no less than A- VII.
C. Lessee shall be required to submit renewal certificates of insurance throughout the term of this
contract and any extensions within 10 days of the policy expiration dates. All notices under this
Exhibit shall be given to City at the following address:
City of Corpus Christi
Attn: Risk Manager
P.O. Box 9277
Corpus Christi, TX 78469-9277
D. Lessee agrees that, with respect to the above required insurance, all insurance policies are
to contain or be endorsed to contain the following required provisions:
• List the City and its officers, officials, employees, and volunteers, as additional insureds by
endorsement with regard to operations, completed operations, and activities of or on behalf of the
named insured performed under contract with the City, with the exception of the workers'
compensation policy;
• Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus
Christi where the City is an additional insured shown on the policy;
• Workers' compensation and employers' liability policies will provide a waiver of subrogation in
favor of the City; and
• Provide thirty(30) calendar days advance written notice directly to City of any,cancellation, non-
renewal, material change or termination in coverage and not less than ten (10) calendar days
advance written notice for nonpayment of premium.
E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of
coverage, Lessee shall provide a replacement Certificate of Insurance and applicable
endorsements to City. City shall have the option to suspend Lessee's performance should there be
Page 10 of 17
a lapse in coverage at any time during this contract. Failure to provide and to maintain the
required insurance shall constitute a material breach of this contract.
F. In addition to any other remedies the City may have upon Lessee's failure to provide and maintain
any insurance or policy endorsements to the extent and within the time herein required, the City
shall have the right to order Lessee to stop work hereunder, and/or withhold any payment(s)
which become due to Lessee hereunder until Lessee demonstrates compliance with the
requirements hereof.
G. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee
may be held responsible for payments of damages to persons or property resulting from Lessee's
or its subcontractor's performance of the work covered under this contract.
H. It is agreed that Lessee's insurance shall be deemed primary and non-contributory with respect to
any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of
operations under this contract.
I. It is understood and agreed that the insurance required is in addition to and separate from any
other obligation contained in this contract.
2017 Insurance Requirements
Legal Dept. — Solid Waste Operations
Farm Land Lease Insurance Requirements
09/22/2017 sw Risk Management
Page 15 of 17
"EXHIBIT D"
CITY OF CORPUS CHRISTI
City of DISCLOSURE OF INTEREST
C&pu%
Christi
Corpus Christi Code § 2-349, as amended, requires all persons or firms seeking to do business with the City to
provide the following information. Every question must be answered. If the question is not applicable, answer with
NA". See next page for Filing Requirements, Certification and Definitions.
COMPANY NAME: 14 Fgrms
STREET ADDRESS:, 3Co( F/h ( &5 P.O. BOX:
CITY: 17-z h.sio STATE: DX ZIP: "7(5'3 5-6
FIRM IS: 1. Corporation ❑ 2. Partnership Ly' 3. Sole Owner ❑
4. Association ❑ 5. Other ❑
If additional space is necessary, please use the reverse side of this page or attach separate sheet.
1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest"
constituting 3% or more of the ownership in the above named "firm."
owne
Job Title and City Department (if known)
2. State the names of each "official" of the City of Corpus Christi having an "ownership interest"
constituting 3% or more of the ownership in the above named "firm."
Name Title
A/7/4"
3. State the names of each "board member" of the City of Corpus Christi having an `ownership
interest" constituting 3% or more of the ownership in the above named "firm."
NameAlBoard, Commission or Committee
/Vf
4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who
worked on any matter related to the subject of this contract and has an `ownership interest'
constituting 3% or more of the ownership in the above named "firm."
Name Consultant
N/k
Page 16 of 17
FILING REQUIREMENTS
If a person who requests official action on a matter knows that the requested action will confer an economic benefit
on any City official or employee that is distinguishable from the effect that the action will have on members of the
public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official,
employee or body that has been requested to act in the matter, unless the interest of the City official or employee
in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary.
[Ethics Ordinance Section 2-349 (d)].
CERTIFICATION
I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly
withheld disclosure of any information requested, and that supplemental statements will be promptly submitted to
the City of Corpus Christi, Texas, as changes occur.
Certifying Person: AI/Shin I /ArW e// Title: r�h
Signature of tJ / Date:
Certifying Person: gft; 6— (O /1 // .7
DEFINITIONS
a. "Board member." A member of any board, commission, or committee of the city, including the
board of any corporation created by the city.
b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an
effect on that interest that is distinguishable from its effect on members of the public in general or a
substantial segment thereof.
c. "Employee." Any person employed by the city, whether under civil service or not, including part-
time employees and employees of any corporation created by the city.
d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and
whether established to produce or deal with a product or service, including but not limited to,
entities operated in the form of sole proprietorship, as self-employed person, partnership,
corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes
of taxation are treated as non-profit organizations.
e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant
City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus
Christi, Texas.
f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm,
including when such interest is held through an agent, trust, estate, or holding entity.
"Constructively held" refers to holdings or control established through voting trusts, proxies, or
special terms of venture or partnership agreements.
g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus
Christi for the purpose of professional consultation and recommendation.
Page 17 of 17
CERTIFICATE OF INTERESTED PARTIES FORM 1295
loft
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2017-272847
LA Farms
Robstown,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/16/2017
being filed.
City of Corpus Christi IDal:
l A:ck�p1l1ow11 petli /I
3 Provide the identification number used by the governmental entity or state agency to track or identity the cbnt arlt,1,and`provide a
description of the services,goods,or other property to be provided under the contract.
FSN3466
Contract
4 Nature of interest
Name of Interested Party City,State,Country(place of business)
(check applicable)
Controlling I Intermediary
Harwell, Laura ROBSTOWN,TX United States X
Harwell,Austin ROBSTOWN,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT _ _ I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
✓prrk4 EUSEBIO GARZA, III
zo i46_Notery Public.State of Texas �a�, � O�
-- --
Fink.
r Comm.Expires 02-14.2021 JJJ////�'.fir/-'
°f Notary ID 3106972
Signa re of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE O L
Sworn to and subscribed before me,by the said "9U 3',�7 "Va` 't// this the /744 day olek SOC!'
20 1,7' ,to certify which,witnessitnemy hand and seal of office.
r (J � i � aus e6i0 �AerLA, Lam- /now,'a noirG�
`C Signature of officer atlmi adrtng oath Printed name of officer administering oath Title of officer administering oatlbp,n 3
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337