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HomeMy WebLinkAboutContract 34026 -9ECRETAR)( •oy r T A rvo. STATE OF TEXAS § COUNTY OF TARRANT § TARRANT COUNTY HOSPITAL DISTRICT JPS HEALTH NETWORK AT FORT WORTH LEASE AGREEMENT THIS AGREEMENT is made and entered into by and between the City of Fort Worth,a home rule municipal corporation of the State of Texas, located in Tarrant, Denton, and Wise Counties, Texas, (hereinafter referred to as the"Lessor") and the Tarrant County Hospital District (TCHD) at JPS Health Network, a political subdivision of the State of Texas, (hereinafter referred to as the"Lessee"). RECITALS WHEREAS, on October 1, 1997, TCHD assumed the operation of the City's former Personal Health Clinics which were providing Title V, as well as other women and children's personal health services; and WHEREAS, on October 13, 1998, August 31, 1999, and September 12, 2000, City Council authorized the City Manager to execute a Lease Agreement with TCHD to lease the Clinic areas in various City of Fort Worth Community Centers- and WHEREAS, since 2001, the Lease Agreement has continued on a month-to-month basis and the CITY desires to lease the clinic space to TCHD for a 5-year term agreement with one additional 5-year renewal in order to continue to provide health services to citizens within Tarrant, Denton, and Wise Counties; NOW THEREFORE, in consideration of the mutual covenants herein expressed, the parties agree as follows: WITNESSETH: SECTION 1 PROPERTY LEASED Section 1.01. Lessor agrees, in return for the consideration described herein to be paid by the Lessee and the covenants set out herein to be kept by Lessee, to hereby lease unto the Lessee, the following described properties, hereinafter referred to as the "Leased Premises" to be described and located as follows: 2�f�I'vIG�! i51 41CAT OLK-,-?(ER!°tiuU` � t�1O vy l l 6'IL JPS HEALTH CLINICS 1. 2,184 square feet of net usable space located at Northside Community Center, 1801 Harrington, Fort Worth, Tarrant County, TX 76106. 2. 1,650 square feet of net usable space located at North Tri-Ethnic Community Center, 2950 Roosevelt Ave, Fort Worth, Tarrant County, TX 76106. 3. 1,620 square feet of net usable space located at Worth Heights Community Center, 3551 New York Ave., Fort Worth, Tarrant County, TX 76110. 4. 1,400 square feet of net usable space located Andrew"Doc" Session Community Center, also known as Riverside, 201 S. Sylvania Ave, Fort Worth, Tarrant County, TX 76111. Section 1.02. The Leased Premises includes a general waiting area to be used by the Lessee as an overflow waiting area that will be described below for each center at no charge to Lessee. Lessee understands that the City and/or patrons of the Community Centers may use the general waiting areas described below at any time. 1. 203.5 square feet of net usable space located at Northside Community Center. 2. 315 square feet of net usable space located at North Tri-Ethnic Community Center. 3. 500 square feet of net usable space located at Worth Heights Community Center. 4. Approximately 100 square feet of net usable space located at Andrew "Doc" Session Community Center. Section 1.03. The Lessor has provided off-street parking for: 1. Twenty (20) vehicles, which includes five(5) parking spaces that meet applicable handicap accessibility requirements at Northside Community Center. 2. Forty-five (45)vehicles, which includes three (3)parking spaces that meet applicable handicapped accessibility requirements at North Tri- Ethnic Community Center. 3. Sixty-five (65) vehicles, which includes two (2)parking spaces that meet applicable handicapped accessibility requirements at Worth Heights Community Center. 4. Fifty-four (54)vehicles, which includes four (4)parking spaces that meet applicable handicapped accessibility requirements at Andrew"Doc" Session Community Center. Lessee understands and agrees that the parking areas at the community centers are not for the exclusive use of the Lessee and that the City and/or patrons of the Community Centers may use the parking spaces at any time. 2 JPS HEALTH CLINICS Section 1.04. If the Lessee requests additional space during the term of this lease, Lessor may, at its sole discretion and if space is available, furnish such space adjacent to space covered by this lease as is requested by the Lessee, at a rental not more than the monthly cost per square foot. The additional lease space term shall be concurrent with the balance of the lease period outlined by this Agreement. The Lessor agrees to furnish all services provided in this Agreement to the additional space. The lease of additional space shall not be valid unless executed in writing and signed by both parties. SECTION 2 MONTHLY RENTAL Section 2.01. Lessee agrees to pay Lessor, for the use of the Leased Premises, as described above the following amount: 1. Northside Community Center — One dollar ($1.00) per square foot annually, to total One Hundred Eighty Two Dollars and 00/100 cents ($182.00) per month during the term of this lease. 2. North Tri-Ethnic Community Center — Ninety-two cents ($0.92) per square foot annually, to total One Hundred Twenty Six Dollars and 50/100 cents ($126.50) per month during the term of this lease. 3. Worth Heights Community Center — Ninety-four cents ($0.94) per square foot annually, to total One Hundred Twenty-Six Dollars and 90/100 cents ($126.90) per month during the term of this lease. 4. Andrew "Doc" Sessions Community Center—One dollar and fifteen cents ($1.15) per square foot, to total One Hundred Thirty Four Dollars and 17/100 cents ($134.17) per month during the term of this lease. 5. Lessor agrees to submit monthly statements for rent to the occupying agency. The monthly rentals provided for herein shall be due and payable by Lessee in advance on the first day of the month for which said rentals are due. Section 2.02. All monthly rental payments or other sums shall be made by the Lessee to the Lessor, addressed to the Revenue Office, 1000 Throckmorton, Fort Worth, Texas 76102. Section 2.03 Rental payments for this lease will begin the first month following the date of the last signature obtained. SECTION 3 TERM OF LEASE Section 3.01. The primary term of this lease shall be for 5 years commencing on the 1 st day of September 2004 and ending on the 31 st day of August 2009. The Lessee shall have the right to cancel and terminate all or any portion of the lease by giving the Lessor written notice of such cancellation at least 90 days before the desired cancellation date. The Lessor 3 JPS HEALTH CLINICS shall have the right to cancel and terminate all or any portion of the lease by giving the Lessee written notice of such cancellation at least 90 days before the desired cancellation date. Section 3.02. The primary term may be renewed by mutual agreement between the Lessee and the Lessor for one additional five (5) year term under the same conditions and terms of this Agreement. Lessee must advise the Lessor in writing of its intent to renew the lease no later than 30 days prior to the termination date described above in this paragraph. Section 3.03. This lease contract is made and entered into in accordance with the provisions of Texas Government Code, Chapter 2167. Lessor acknowledges and agrees that Lessee is a governmental entity subject to annual budgetary process and restrictions on spending in conformity with that process and its approved budget. Lessor further agrees that, notwithstanding any other language or provision herein to the contrary, if for any reason funds are not budgeted expressly for this lease for the District's fiscal year(s) subsequent to that in which funds for this Lease are first allocated, Lessee may terminate this lease per Section 3.04 below Section 3.04. The Lessee retains the right to issue a ninety (90) day written notice of intent to surrender the lease on any one or all of the properties leased under Section 1, Property Leased. During the ninety (90) day term, the Lessee will continue to pay the lease as outlined in this agreement, and will remove all property and items listed on Attachment A or any subsequent attachments to this agreement as well as vacate the property and surrender the keys by the end of the day stated in the written notice. There will be no payment due for early termination of the lease upon exercise of this Section 3.04, SECTION 4 RIGHT OF ACCESS Section 4.01. At all times during the term of this lease, Lessor or its agent shall have the right to enter upon the Leased Premises during reasonable hours for the purpose of examining and inspecting the same and determining whether Lessee has complied with all the terms and conditions of this Agreement. Except in the event of an emergency, Lessor shall conduct inspections during Lessee's ordinary business hours and shall use its best efforts to provide Lessee at least two(2) hours notice prior to inspection. Section 4.02. If Lessor determines during an inspection of the Premises that Lessee is responsible under this Lease for repairs, Lessor shall notify Lessee in writing. Lessor will perform such repairs on behalf of Lessee pursuant to Section 8.01. Section 4.03. During any inspection, Lessor may perform any obligations that Lessor is authorized or required to perform under the terms of this Lease or pursuant to its governmental duties under federal state or local laws, rules or regulations. Section 4.04. Lessee will permit the City's Fire Marshal or his or her authorized agents to inspect the Premises and Lessee will comply with all requirements of the Fire Marshal or his or her authorized agents that are necessary to bring the Premises into compliance with the JPS HEALTH CLINICS City of Fort Worth Fire Code and Building Code provisions regarding fire safety, as such provisions exist or may hereafter be amended. Lessee shall maintain in proper condition accessible fire extinguishers of a number and type approved by the Fire Marshal or his or her authorized agents for the particular hazard involved. SECTION 5 TITLE AND CONSTRUCTION Section 5.01. The Leased Premises are leased subject to any statement of facts which an accurate survey or physical inspection might show, all zoning, restrictions, regulations, rulings and ordinances, building restrictions, and other laws and restrictions now in effect or hereafter adopted by any governmental authority having jurisdiction and are leased in their present condition without representation or warranty by Lessor. Lessee agrees that Lessee has examined the Leased Premises prior to the execution of this Agreement and is satisfied with the physical condition of the Leased Premises. Lessee's taking possession of the Leased Premises shall be conclusive evidence of its receipt of the premises in a safe, sanitary, and good condition and repair, except for those conditions that the Lessee provides Lessor written notice of prior to the execution of this Agreement. Lessee agrees that it is taking the Leased Premises in their current "AS IS" condition with no representations or warranties of any nature whatsoever by Lessor (except as otherwise specifically provided for in this Lease, and made an attachment herein). Section 5.02. Lessee, upon payment of the required rents and subject to the terms, conditions, covenants, and agreements contained in this Lease, will have exclusive use, other than the general waiting areas and parking areas/spaces, and possession of the Leased Premises during the term of this Lease. SECTION 6 USE OF PREMISES; COMPLIANCE WITH LAW; EASEMENTS Section 6.01. Lessee is granted and shall have the right to use and occupy the Leased Premises for a health care center, provided that such purpose complies with existing zoning of the Leased Premises. Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises. Lessee further agrees that it shall not permit its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees or invitees to engage in any unlawful use of the Premises and Lessee immediately shall remove from the Premises any person engaging in such unlawful activities. Unlawful use of the Leased Premises by Lessee itself shall constitute an immediate breach of this Lease. Lessee hereby covenants and agrees to keep the Leased Premises occupied and used during regular business hours and to never allow them to become vacant. Section 6.02. Lessee shall comply with and cause the Leased Premises to comply with: (i) all valid federal, state, local, and other governmental laws, ordinances, rules, orders, and regulations affecting the Leased Premises or a part thereof or the use thereof including all rules, regulations and/or requirements of the City of Fort Worth Police and Fire Departments; and any and all requirements specifically made by the City of Fort Worth Fire Marshal in Q T" JPS HEALTH CLINICS connection with this Lease Agreement, and (ii) all rules, orders, and regulations of the National Board of Underwriters or other body exercising similar functions in connection with the prevention of fire or the correction of hazardous conditions which apply to the Leased Premises. Lessee shall comply with the requirements of all policies of insurance which at any time may be in force with respect to the Leased Premises(other than any policies obtained by Lessor and not approved in writing by Lessee) and, to the extent that Lessee has notice thereof, with the provisions of any contracts, agreements, and restrictions affecting the Leased Premises or a part thereof or the ownership, occupancy, or use thereof which shall have existed at the time of commencement of the Primary Term and shall have been approved in writing by Lessee. Section 6.03 If the United States Department of Homeland Security issues a Level Orange or Level Red Alert, the City, in its sole discretion, may close or postpone the opening of the community centers in the interest of public safety. Section 6.04 Lessee shall provide the number of people served per month to the appropriate Community Center Supervisor. These reports are required for center usage reporting. Section 6.05 Lessee shall notify the appropriate Community Center Supervisor 30-days prior to any work being done in the Leased Premises. This requirement is for the coordination of the work with other activities occurring in the community center. SECTION 7 TAXES AND OTHER CHARGES; UTILITIES; LIENS Section 7.01. Lessor agrees to pay all taxes levied and assessed against the Leased Premises and improvements during the term of the lease. Section 7.02. Lessor shall pay all utilities, including water, sewer, gas, electric, and garbage pick-up. Lessee is responsible for paying any telephone, modem, television, or computer related costs, including installation and repairs. Section 7.03. Lessee shall provide for and pay all janitorial costs. Section 7.04. Lessee acknowledges that it has no authority to engage in any act or to make any contract that may create or be the foundation for any lien upon the property or interest in the property of Lessor. If any such purported lien is created or filed, Lessee will not permit it to remain, and will at its cost and expense promptly discharge, all liens, encumbrances, and charges upon the Leased Premises or a part thereof, arising out of the use or occupancy of the Leased Premises or a part thereof by Lessee, by reason of any labor or materials furnished or claimed to have been furnished, by, through, or under Lessee, by reason of any construction, improvement, alteration, addition, repair, or demolition of any part of the Leased Premises. Lessee's failure to discharge any such purported lien shall constitute a breach of this Lease and Lessor may terminate this Lease upon thirty(30) days' written notice. However, Lessee's financial obligation to Lessor to liquidate and discharge such lien shall continue in effect following termination of this Lease and until such a time as the lien is discharged. «, n ,t o,�!aN ya,'�i, 0 T:, U°V , � �3e JPS HEALTH CLINICS SECTION 8 MAINTENANCE Section 8.01. Lessee shall at its cost and expense, keep and maintain the Leased Premises in a good, clean and sanitary condition at all times. Lessee covenants and agrees that it will not make or suffer any waste of the Premises. Lessee shall be responsible for all damages caused by Lessee, its agents, servants, employees, contractors, subcontractors, licensees, or invitees. Lessor will fully repair or otherwise cure all such damages and Lessee shall fully reimburse Lessor for all cost and expense. The Lessor in conjunction with Lessee shall determine whether any damage has been done, the amount of the damage, and the reasonable costs of repairing the damage. Any damage by the Lessee or others incident to the exercise of privileges herein granted shall be repaired or replaced by the Lessor. Section 8.02. Lessee will not do or permit to be done any injury or damage to any buildings or part thereof, or permit to be done anything which will damage or change the finish or appearance of the Leased Premises or the furnishings thereof or any other property belonging to the Lessor by the erection or removal of equipment or any other improvements, alterations or additions. No decorative or other materials shall be nailed, tacked, screwed or otherwise physically attached to any part of the Leased Premises or fixtures of the Lessor without the written consent of the Director, Parks and Community Services, unless it is listed on Attachment A—Affixed or Permanent Improvements - Section 8.02. Section 8.03. Lessee agrees that, except as otherwise expressly provided herein, all improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Premises shall be at Lessee' sole risk or at the sole risk of those claiming under Lessee. Lessor shall not be liable for any damage to such property or loss suffered by lessee's business or business operations, which may be caused by the bursting, overflowing or leaking of sewer or steam pipes, from water from any source whatsoever, or from any heating fixtures, plumbing fixtures, electric wires, noise, gas or odors, or from any other causes. SECTION 9. IMPROVEMENTS, REPLACEMENTS, ADDITIONS,AND REMOVALS; LANDLORD'S LIEN Section 9.01. Lessor hereby covenants and agrees that the Lessee may bring on to the Leased Premises any and all equipment and improvements reasonably necessary for the efficient exercise of Lessee's governmental responsibilities. Any and all permanent or affixed improvements, which may have been made by the Lessee after the signing of this Agreement, shall become the property of the Lessor, unless otherwise agreed to in writing between the Lessor and Lessee and attached hereto as"Attachment B —Affixed or Permanent Improvements - Section 9.01". Section 9.02. Any signs necessary to indicate Lessee's name, location, and governmental purpose shall be prepared and installed by the Lessee, at the sole cost of Lessee, in 7 10 V L7 A% 6VV 1. JPS HEALTH CLINICS accordance with applicable rules and regulations of the Lessor and in keeping with building decor. Any special requirements of Lessee contrary to the above must be made a part of this lease as an addendum executed by the parties. Section 9.03. Lessor assumes no responsibility for any property placed on the Leased Premises or any part thereof by the Lessee or any agent, officer, and/or employee of the Lessee. To the extent permitted by law, Lessee hereby expressly releases and discharges Lessor from any and all liability for any property damage or loss and/or personal injury, including death, arising out of or in connection with, directly or indirectly the occupancy and/or use of the Leased Facilities and any and all activities conducted thereon sustained by reasons of the occupancy of said buildings under this Agreement. SECTION 10 BASIC INSURANCE REQUIREMENTS Section 10.01. Lessee is a governmental entity and is self-insured to the extent of its liability under the Texas Tort Claims Act. SECTION 11. SUBLETTING,ASSIGNING,AND MORTGAGING Section 11.01. Lessee shall not assign its interest under this Lease without receiving the written consent of Lessor but will thereafter remain liable for all obligations herein placed on Lessee. Neither this Lease nor the term demised hereby shall be mortgaged by Lessee nor shall Lessee mortgage or pledge the interests of Lessee in and to any sublease or to rental payable thereunder. Section 11.02. Lessee may not sublease the Leased Premises in whole or in part without the written consent of Lessor. Section 11.03. In the event Lessee shall merge or consolidate with any other corporation or transfer all or substantially all of its business and assets to another corporation, which in any such case succeeds to all or substantially all of the business and assets of Lessee, such successor corporation, without the requirement of Lessor's consent, such corporation or entity shall succeed to and be substituted for Lessee with the same effect as if it had been named herein as Lessee. SECTION 12 EVENTS OF DEFAULT BY LESSEE; REMEDIES OF LESSOR,AND TERMINATION Section 12.01. In the event one or more of the following shall happen and be continuing(herein called an "event of default'): /N6r JPS HEALTH CLINICS (a) Lessee defaults in the payment of any of the rents provided to be paid hereunder and such default shall continue for ten (10) days following written notification from Lessor; (b)Lessee defaults in the observance or performance of any other provision hereof which is not remedied within thirty (30) days after written notice of such default by Lessor to Lessee properly specifying wherein Lessee has failed to perform any such provision; it being understood that if by reason of force majeure Lessee shall be rendered unable wholly or in part to carry out the obligations referred to under this clause (b), Lessee shall not be in default during the continuance of the inability claimed. The term 'force majeure" shall mean Acts of God, strikes, lockouts or other industrial disturbances, acts of public enemies, orders of any kind of the Government of the United States or the State of Texas, or any civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquake, fire, hurricanes, tornadoes, storms, floods, washouts, droughts, arrests, restraint of government and people, civil disturbances, explosions, breakage or accident to machinery, transmission pipes or canals, partial or entire, failure of utilities, or any other cause not reasonably within the control of Lessee. It is understood and agreed that the settlement of strikes, lockouts, and other industrial disturbances shall be entirely within the discretion of Lessee and that the above requirements that any force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes, lockouts, and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is unfavorable in the judgment of Lessee (however, notwithstanding the preceding, in the event that Lessee's default is of a nature that cannot reasonably be cured within thirty (30) days, no event of default will have occurred if Lessee commences to cure its default within such thirty (30) day period and thereafter proceeds with diligence to complete such cure); (c) Lessee files a voluntary petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall make an assignment for the benefit of creditors, or shall consent to the appointment of a trustee or receiver for Lessee of all or any substantial part of its properties or of the Leased Premises; (d) A trustee or receiver is appointed for Lessee or for all or any substantial part of its property without the consent of Lessee and is not discharged within ninety (90) days after such appointment, excluding any period in which such appointment shall be stayed upon appeal or otherwise; (e) Ninety (90) days shall have expired after the entry by a court of competent jurisdiction of order approving a petition seeking reorganization, readjustment, arrangement, composition, or other similar relief as to Lessee under the federal bankruptcy laws or any similar law for the relief of debtors; but such period of ninety (90) days shall not include any period during which such order shall be stayed upon appeal or otherwise. (f) Lessor may, at its option, terminate this Lease without cause by giving to Lessee ninety (90) days written notice of Lessor's intention so to do, in which event the Term of this Lease shall end, and all right, title, and interest of Lessee hereunder shall expire on 9 DOFFIb)AI ECr�k CRY 0!�11—MIA�' Ua JPS HEALTH CLINICS the date stated in such notice. During the ninety (90) day term, the Lessee will continue to pay the lease as outlined in this agreement, and will remove all property and items listed on Attachement A or any subsequent attachments to this agreement as well as vacate the property and surrender the kedys by the end of the day stated in the written notice. Section 12.02. If Lessor exercises the remedy provided for in Section 12.01 (f) above, Lessor may then or at any time thereafter re-enter and take complete and peaceful possession of the Leased Premises, with or without process of law, and may remove all persons therefrom, and Lessee covenants that in any such event it will peacefully and quietly yield up and surrender the Leased Premises to Lessor. Section 12.03. In the event of the termination of this Lease by Lessor as provided for in Section 12.01 (f) above, Lessor shall be entitled to recover from Lessee all rentals accrued and unpaid for the period up to and including such termination date, as well as all other additional sums payable by Lessee, or for which Lessee is liable. Section 12.04. Within twenty (20) days following the effective date of termination or expiration, Lessee shall remove from the Premises all trade fixtures, tools, machinery, equipment, materials and supplies placed on the Premises by Lessee pursuant to this Lease. After such time, Lessor shall have the right to take full possession of the Premises, by force if necessary, and to remove any and all parties and property remaining on any part of the Premises. Lessee agrees that it will assert no claim of any kind against Lessor, its agents, servants, employees or representatives, which may stem from Lessor's termination of this Lease or any act incident to Lessor's assertion of its right to terminate or Lessor's exercise of any rights granted hereunder. Section 12.05. No default by Lessor hereunder will constitute an eviction or disturbance of Lessee's use and possession of the Leased Premises or render Lessor liable for damages or entitle Lessee to be relieved from any of Lessee's obligations hereunder (including the obligation to pay rent) or grant Lessee any right of deduction, abatement, set-off, or recoupment, or entitle Lessee to take any action whatsoever with regard to the Leased Premises or Lessor until thirty (30) days after Lessee has given Lessor written notice specifically setting forth such default by Lessor, and Lessor has failed to cure such default within said thirty (30) day period, or if such default cannot reasonably be cured within said thirty (30) day period, then within an additional reasonable period of time so long as Lessor has commenced curative action within said thirty (30) day period and thereafter is diligently attempting to cure such default. Section 12.06. No waiver by the parties to this Lease of any default or breach of any term, condition, or covenant of this Lease will be deemed to be a waiver of any other breach of the same or other term, condition, or covenant contained in this Lease. No provision of this Lease may under any circumstances be deemed to have been waived by either party to this Lease unless such waiver is in writing and signed by the party charged with such waiver. Lessee agrees that the receipt by Lessor of rent with the knowledge of the breach of any covenant or condition of this Lease by Lessee will not be deemed to be a waiver of such 10 , vi � ,1.[ r u JPS HEALTH CLINICS breach, and no provision of this Lease will be deemed to have been waived by Lessor unless such waiver is in a written instrument signed by Lessor. SECTION 13 REMEDIES; NO WAIVER Section 13.01. Each right, power, and remedy of Lessor provided for in this Lease shall be cumulative and concurrent and shall be in addition to every other right, power, or remedy provided for in this Lease, or, unless prohibited by the terms hereof, now or hereafter existing at law or in equity or by statute or otherwise, in any jurisdiction where such rights, powers, and remedies are sought to be enforced, and the exercise or beginning of the exercise by Lessor of any one or more of the rights, powers, or remedies provided for in this Lease or now or hereafter existing at law or inequity or by statute or otherwise shall not preclude the simultaneous or later exercise by Lessor of any or all such other rights, powers, or remedies. Section 13.02. The failure to insist upon a strict performance of any of the covenants or agreements herein set forth or to declare a forfeiture for any violation thereof shall not be considered or taken as a waiver or relinquishment for the future of Lessor's rights to insist upon a strict compliance by Lessee with all the covenants and conditions hereof, or of Lessor's right to declare a forfeiture for violation of any covenants or conditions if such violation be continued or repeated beyond the curative periods of time permitted in above. SECTION 14 INDEPENDENT CONTRACTOR Section 14.01. It is expressly understood and agreed that Lessee shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative, or employee of Lessor. Lessee shall have the exclusive right to control the details of its operations and activities on the Leased Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees, and invitees. Lessee acknowledges that the doctrine of respondeat superior shall not apply as between Lessor and Lessee, its officers, agents, employees, contractors and subcontractors. Lessee further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and Lessee. SECTION 15 NON-DISCRIMINATION/DISABILITIES Section 15.01. Lessee, for itself, its personal representatives, successors in interest and assigns, as part of the consideration herein, agrees as a covenant running with the land that no person shall be excluded from participation in or denied the benefits of Lessee's use of the Leased Premises on the basis of race, color, national origin, religion, handicap, gender, sexual orientation, or familial status. Lessee further agrees for itself, its personal representatives, successors in interest and assigns that no person shall be excluded from the provision of any services on or in the construction of any improvements or alterations to the 11 JPS HEALTH CLINICS Premises on grounds of race, color, national origin, religion, handicap, gender, sexual orientation, or familial status. Section 15.02.In signing this Agreement, Lessor and Lessee certify that at the time the leased premises is occupied by Lessee and throughout the term of the lease and any additional tenancy, Lessor and Lessee will comply with all applicable provisions of the Americans with Disabilities Act of 1990, Public Law 101-336, 42 United States Code 12101 et seq. SECTION 6 LICENSES AND PERMITS. Section 16.01. Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits necessary for its operations. Section 16.02 With the use and/or provision of amplified or non-amplified music in a City of Fort Worth facility, Lessee agrees to assume full responsibility for complying with the Federal Copyright Law of 1978 (17 U.S.C. 101, et seq.). This law states that the user is responsible for abiding by royalties, copyrighted works, and securing permission from artists/performers for any music used. SECTION 17 VENUE AND JURISDICTION Section 17.01. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Lease or of Lessee's operations on the Leased Premises, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. Section 17.02. This Lease shall be construed in accordance with the laws of the State of Texas. SECTION 18 WAIVER, SECTION HEADINGS,AND SEVERABILITY Section 18.01. Neither this Lease nor any provision hereof may be modified except by an instrument in writing, signed by the parties. This Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Section 18.02. The headings in this Lease are inserted for reference only, and shall not define or limit the provisions hereof. Section 18.03. This Lease may be executed in several counterparts, each of which shall be an original, but all of which shall constitute one instrument, 12 i uGLe JPS HEALTH CLINICS Section 18.04. In the event that any clause or provision of this Lease shall be held to be invalid by any court or competent jurisdiction, the invalidity of such clause or provision shall not affect any of the remaining provisions hereof. SECTION 19 NOTICES Section 19.01. Any notice so given shall be deemed to have been received when deposited in the United States mail so addressed with postage prepaid, or delivered to the party for which the same is intended, as follows: Lessee: JPS Health Network C/O Trisha Schwennsen, Director Health Centers Administration 2500 Circle Drive Fort Worth, TX 76119 Lessor: City of Fort Worth C/o Richard Zavala, Director Parks and Community Services Department 4200 South Freeway, Suite 2200 Fort Worth, Texas 76115 With a copy to: Sarah Fullenwider City Attorney's Office 1000 Throckmorton Fort Worth, Texas 76102 Or to such other address as such party may hereafter designate by notice in writing addressed and mailed or delivered to the other party hereto. SECTION 20 ENTIRE UNDERSTANDING Section 20.01. This Lease expresses the entire understanding and all agreements of the parties hereto with each other and neither party hereto has made or shall be bound by any agreement or any representation to the other party which is not expressly set forth in this Lease. VYJV�GI!!� I.(fNGJ ,. 13 JPS HEALTH CLINICS SECTION 21 GOVERNMENTAL POWERS Section 21.01 It is understood that by execution of this Agreement, the City does not waive or surrender any of it governmental powers IN WI S, WH �REOF, the parties have executed this Lease in multiples, this day of 2006. LESSOR: LESSEE: CITY OF FORT WORTH TARRANT COUNTY HOSPITAL DISTRICT By: _ By: ibby tson DaviWk tecero Assistant City Manager President and Chief Executive Officer ,q Date: ZS •21-4,L Date: ATTEST: kda" City Sec tary Approved as to Form and Legality: Approved as to Form and Legality: By: QA Assistant ty Attorn6y Assistant District Attorney Q-03UE For the Tarrant County Hospital District Cona t uthor' zatioa �v Date 14 `" NUV-tti-EUOt> 15:6b from:LtUHL 9173384070 1 0:817:531-3'1333 P.2/2 Contract Title: Lease Agreement with the City of Fort Worth File Number: 05-06-0253 Approval Form for District Attorney Approved as to For ©ate By law, the District Attorneys Office may only advise or approve contracts or legal documents on behalf of its clients. Our office may not advise another party or approve a contract or legal document on behalf of other parties. Our review of this document was conducted solely from the legal perspective of our client, Our approval of this document was offered solely for the benefit of our client. Other parties should t not rely on this approval, and should seek review and approval by their own respective attorney(s). Attachment A — Affixed or Permanent Improvements - Section 8.02 No decorative or other materials shall be nailed,tacked, screwed or otherwise physically attached to any part of the Leased Premises or fixtures of the Lessor without the written consent of the Director, Parks and Community Services, unless it is listed on Attachment A-Affixed or Permanent Improvements 8.02 CENTER NAME: Andrew"Doc" Sessions Community Center 1 Exam tables (unattached) 15 2 Blood pressure cuff/monitor(removable) 16 3 Exam lights(unattached) 17 4 Metal cabinets (unattached) 18 5 Sharps containers (removable) 19 6 Built-in cabinets &countertops 20 7 File chart cabinets-unattached/removable 21 8 New carpet (attached) 22 9 Soap &towel dispensers (attached) 23 10 Various signs, bulletin boards, and document 24 holders hung on walls- removable 25 11 Fire extinguishers 26 12 27 13 28 14 29 Inspected by: Trisha Schwennsen for JPS Health Network, Tarrant County Inspected by: Denise G Hinds for City of Fort Worth, Parks and Community Services Date Wednesday, November 2, 2005 Attachment B — Affixed or Permanent Improvements - Section 9.01 Any and all permanent or affixed improvements, which may have been made by the Lessee after the signing of this Agreement,shall become the property of the Lessor, unless otherwise agreed to in writing between the Lessor and Lessee and attached hereto as Attachment B -Affixed or Permanent Improvements 9.01 CENTER NAME: Andrew"Doc" Sessions Community Center 1 Exam tables(unattached) -JPS 16 2 Blood pressure cuff/monitor(removable) -JPS 17 3 Exam lights(unattached)-JPS 18 4 Metal cabinets (unattached) -JPS 19 5 Sharps containers (removable) -JPS 20 6 File chart cabinets-unattached/removable-JPS 21 7 Various signs, bulletin boards, and document 22 holders hung on walls- removable-JPS 23 8 Fire extinguishers-JPS 24 9 25 10 25 11 27 12 28 13 29 14 30 15 Inspected by: Trisha Schwennsen for JPS Health Network, Tarrant County Inspected by: Denise G Hinds for City of Fort Worth, Parks and Community Services Date Wednesday, November 2, 2005 CITY 'k � Attachment A — Affixed or Permanent Improvements - Section 8.02 No decorative or other materials shall be nailed, tacked, screwed or otherwise physically attached to any part of the Leased Premises or fixtures of the Lessor without the written consent of the Director, Parks and Community Services, unless it is listed on Attachment A-Affixed or Permanent Improvements 8.02 CENTER NAME: Worth Heights Community Center 1 Information signs in waiting area(2-sided tape) 16 Soap&Towel dispensers- attached 2 Glass partitions at reception area (built in) 17 X-ray reader -attached 3 Bulletin board in reception area(screwed to wall) 18 Break room: built-in cabinets bulletin board -attached to wall 4 Clothes/coat bar in hallway (built in) lockers-free standing 5 Treatment area-built-in cabinets,sink,countertops 19 Storage/Utility room: built-in shelves telephone board - attached 6 Lab box(Stone) (screwed to wall) vacuum & pump- attached 7 Sharps containers (removable) 20 Office/Reception area medical records file-free standing 8 7 exam/treatment areas: abandoned intercom -attached to wall chairs, cabinetry, plumbing, lights, equipment, bulletin board - attached to wall electrical, &dividers (all attached to floor) built-in desk area &cabinets 9 4 clothes hooks- attached to walls 21 6 Fire extinguishers located in area. 10 Peg board -attached to wall 22 NOTE: These items belong to City Waiting Area: 11 Com-lite system -attached to walls 2 televisions& mounting brackets Waiting room seating 12 2 closets with built-in shelves 13 X-ray machine-attached to wall 14 Closet/dark room - built-ins& counter top 15 2 Eye wash stations-attached to wall Inspected by: Trisha Schwennsen for JPS Health Network, Tarrant County Inspected by: Denise G Hinds for City of Fort Worth, Parks and Community Services Date Tuesday, November 15, 2005 Attachment B — Affixed or Permanent Improvements - Section 9.01 Any and all permanent or affixed improvements, which may have been made by the Lessee after the signing of this Agreement, shall become the property of the Lessor, unless otherwise agreed to in writing between the Lessor and Lessee and attached hereto as Attachment B -Affixed or Permanent Improvements 9.01 CENTER NAME: Worth Heights Community Center 1 Information signs in waiting area (2-sided tape) 13 Office/Reception area medical records file-free standing 2 Bulletin board in reception area (screwed to wall) abandoned intercom- attached to wall 3 Lab box(Stone) (screwed to wall) 14 Peg Board -attached to wall 4 Sharps containers (removable) 15 5 Com-lite system - attached to walls 16 6 X-ray machine- attached to wall 17 7 2 Eye wash stations- attached to wall 18 8 7 exam/treatment areas: 19 chairs, cabinetry, plumbing, lights, equipment, electrical, &dividers (all attached to floor) 20 9 X-ray reader - attached 21 10 Break room: Lockers-free standing & Bulletin board 22 11 6 Fire extinguishers located in area. 23 12 Storage/Utility room: 24 telephone board- attached vacuum & pump- attached Inspected by: Trisha Schwennsen for JPS Health Network, Tarrant County Inspected by: Denise G Hinds for City of Fort Worth, Parks and Community Services Date Tuesday, November 15, 2005 Attachment A — Affixed or Permanent Improvements - Section 8.02 No decorative or other materials shall be nailed,tacked, screwed or otherwise physically attached to any part of the Leased Premises or fixtures of the Lessor without the written consent of the Director, Parks and Community Services, unless it is listed on Attachment A-Affixed or Permanent Improvements 8.02 CENTER NAME: North Side Community Center 1 Office: Built-in desk, cabinets 11 Exam room: Sharps container(attached) Blood pressure/Light station (attached) 2 Break room: Built-in cabinets Soap&Towel dispenser(attached) Bulletin boards (attached) Bulletin board (attached) Soap&towel dispenser(attached) Built-in counter top, cabinets 3 Nurse/Lab: Sharps container(attached) 12 Treatment rooms 4& 3 Blood pressure/Light station (attached) Sharps container(attached) Bulletin board (attached) Soap&Towel dispenser(attached) Built-in counter tops, cabinets, shelves Built-in counter top, cabinets 4 Janitor Closet: Phone board (attached) 13 Reception/Office: Built-in counter top, cabinets Hooks (attached) Shelves in closet Reception window 5 Bathroom: Baby station (attached) 14 Waiting area: Television and wall brackets Soap&Towel dispenser(attached) Chairs-JPS Blinds-JPS 6 Closet: Built-in shelves Pictures-JPS 7 Office: Built-ins 15 Various wall files, document holders Soap&towel dispenser 8 Lab: Sharps container(attached) Built-in cabinets, counter top, shelves 9 Fire Extinguisher 10 Nurse Practitioner office: Bulletin board (attached) Built-in countertops, cabinets Inspected by: Trisha Schwennsen for JPS Health Network, Tarrant County Inspected by: Denise G Hinds for City of Fort Worth, Parks and Community Services Date Tuesday, November 22, 2005 Attachment B — Affixed or Permanent Improvements - Section 9.01 Any and all permanent or affixed improvements, which may have been made by the Lessee after the signing of this Agreement,shall become the property of the Lessor, unless otherwise agreed to in writing between the Lessor and Lessee and attached hereto as Attachment B -Affixed or Permanent Improvements 9.01 CENTER NAME: North Side Community Center 1 Nurse/Lab: Sharps container(attached) 10 Various wall files, document holders Blood pressure/Light station (attached) Bulletin board (attached) Soap&towel dispenser(attached) 2 Janitor Closet: Phone board (attached) 11 3 Lab: Sharps container(attached) 12 4 Fire Extinguisher 13 5 Nurse Practitioner office: Bulletin board (attached) 14 6 Exam room: Sharps container(attached) 15 Blood pressure/Light station (attached) Soap&towel dispenser(attached) Bulletin board (attached) 7 Treatment rooms 4& 3 16 Soap& Towel Dispenser(attached) Sharps container(attached) 8 Waiting area: 17 Chairs-JPS Blinds-JPS Pictures-JPS 9 Break Room: Bulletin Boards (Attached) 18 Inspected by: Trisha Schwennsen for JPS Health Network, Tarrant County Inspected by: Denise G Hinds for City of Fort Worth, Parks and Community Services Date Tuesday, November 22, 2005 Attachment A — Affixed or Permanent Improvements - Section 8.02 No decorative or other materials shall be nailed,tacked, screwed or otherwise physically attached to any part of the Leased Premises or fixtures of the Lessor without the written consent of the Director, Parks and Community Services, unless it is listed on Attachment A-Affixed or Permanent Improvements 8.02 CENTER NAME: North Tri-Ethnic Community Center 1 Office: Cabinet/sink 6 Waiting Area: Bulletin Boards (2) Built-in countertop, cabinets Chart Holder Soap&towel dispenser Accent Health Television Bulletin board Accent Health Bulletin board File cabinets Seating chairs 2 Exam rooms- 3 7 Reception: Window Built-in counter top, cabinets Built-in counter tops Sink Chart cabinets Soap&towel dispenser Phone system - attached Sharps container Blood pressure/light station 8 Closets Built-in Shelves Bulletin boards 3 Break room: Built-in counter top 9 Fire extinguishers Sink Towel dispenser 10 Windows: Shades-JPS Bulletin boards (2) 4 Lab/Office: Built-in counter top/sink 11 Pictures: JPS Soap&towel dispenser Eye chart 12 Various wall files and chart holders (attached) Eye wash station (attached) Sharps container(2) Bulletin board Chart Holder 5 Restrooms-2 Baby station (attached) Inspected by: Trisha Schwennsen for JPS Health Network, Tarrant County Inspected by: Denise G Hinds for City of Fort Worth, Parks and Community Services Date Tuesday, November 22, 2005 Attachment B — Affixed or Permanent Improvements - Section 9.01 Any and all permanent or affixed improvements, which may have been made by the Lessee after the signing of this Agreement,shall become the property of the Lessor, unless otherwise agreed to in writing between the Lessor and Lessee and attached hereto as Attachment B -Affixed or Permanent Improvements 9.01 CENTER NAME: North Tri-Ethnic Community Center 1 Office: 7 Reception: Bulletin board Chart cabinets File cabinets Phone system -attached 2 Exam rooms- 3 8 Windows: Shades-JPS Sharps container Blood pressure/light station Bulletin boards 3 Break room: Bulletin boards (2) 9 Pictures: JPS 4 Lab/Office: 10 Various wall files and chart holders (attached) Eye chart Eye wash station (attached) Sharps container(2) Bulletin board Chart Holder 5 Waiting Area: Bulletin Boards (2) 11 Chart Holder Accent Health Television Accent Health Bulletin board 6 Fire extinguishers 12 Inspected by: Trisha Schwennsen for JPS Health Network, Tarrant County Inspected by: Denise G Hinds for City of Fort Worth, Parks and Community Services Date Tuesday, November 22, 2005 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/28/2004 DATE: Tuesday, September 28, 2004 LOG NAME: 80JPS LICENSE REFERENCE NO.: **C-20308 SUBJECT: Authorize the Execution of a Lease Agreement with the Tarrant County Hospital District for Personal Health Services at City Community Centers RECOMMENDATION: It is recommended the the City Council authorize the City Manager to execute a lease agreement with the Tarrant County Hospital District to lease space in the Northside, North Tri-Ethnic, Andrew "Doc" Sessions, and Worth Heights Community Centers to operate health clinics. DISCUSSION: On October 1, 1997, the Tarrant County Hospital District (TCHD) assumed the operation of the City of Fort Worth's former Personal Health Clinics which were providing women and children's personal health services. Transfer of the operation of these clinics to the TCHD has proven very successful. On September 12, 2000, (M&C L-12895; City Secretary Contract 25390) the City, through the Fort Worth Public Health Department, leased space to TCHD for a fourth consecutive year. Since 2001, the Lease Agreement has continued on a month-to-month basis with Tarrant County. During this time, City Council approved a fee policy on agreements with agencies that utilize the Parks and Community Services Department's Community Centers facilities. Based on the fee policy, TCHD is required to pay 50% of actual expenditures for the leased space. TCHD has agreed to these fees and desires to lease the clinic space for a 5-year term with one additional 5-year renewal. The terms and conditions of the agreement remain the same as in the previous agreement. The lease provides for: Lease of the Northside, North Tri-Ethnic, Andrew"Doc" Sessions, and Worth Heights Community Centers to TCHD for the operation of the personal health clinics; and Payment by TCHD of a total $6,957.00 per year to lease these clinic spaces; and The term of the lease is from September 1, 2004, through August 31, 2009, with one five-year renewal option. These Community Centers are located in Council Districts 2, 8, and 9. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Revenue Office is responsible for the collection and deposit of fees due to the City under this agreement. Logname: 55SPINKS RAMP Page I of 2 TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by: Libby Watson (6183) Originating Department Head: Richard Zavala (5704) Additional Information Contact: Sandra Youngblood (5755) Logname: 55SPINKS RAMP Page 2 of 2