Loading...
HomeMy WebLinkAbout065539 - Construction-Related - Contract - Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P.Date Received: 7/17/2026 Time Received: 4:25 p.m. Permit No.: MAINT26-004 City Secretary No.: 65539 MAINTENANCE AGREEMENT FOR NON-STANDARD PUBLIC IMPROVEMENTS This MAINTENANCE AGREEMENT FOR NON-STANDARD PUBLIC IMPROVEMENTS ("Agreement"), is by and between the City of Fort Worth, a home -rule municipal corporation of the State of Texas ("City") and Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P., a Texas limited partnership ("Licensee"). City and Licensee are referred to herein individually as a "party" and collectively as the "parties." 1. Property Licensee is the owner of certain real property located at 918 81h Avenue, Fort Worth, Tarrant County, Texas 76104 as more particularly described in Exhibit "A" which is attached hereto and incorporated herein by reference ("Licensee Property"). 2. Scope Licensee desires to install the following non-standard public infrastructure improvements, within the City's right-of-way, easement, or other property owned by the City ("City Property") as more specifically identified in Exhibit "B" which is attached hereto and incorporated herein by reference: liszhts, trash receptacles, landscaping and seating within the city right -of -wax ("Improvements"). Upon completion of construction of the Improvements by Licensee, the City shall own the Improvements. 3. Duties and Responsibilities (a) Before Licensee commences construction of the Improvements, Licensee shall obtain all necessary permits and approvals necessary from the City and other entities for Licensee or its contractors to construct the Improvements. Licensee shall coordinate the construction of the Improvements with any work being performed by the City or the City's authorized representatives within the City Property. (b) Licensee shall secure, at Licensee's own expense, all materials, supplies, machinery, equipment, tools, superintendence, labor, personnel, insurance, and other accessories and services necessary to properly maintain the Improvements. Maintenance Agreement for Non -Standard Public Improvements Page 1 of 13 Rev. 10/08/25 PM OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX (c) Licensee shall maintain the Improvements in good working condition so that the Improvements perform their intended function. (d) If the Improvements include irrigation, Licensee shall be responsible for paying for all costs of the water used for irrigation and for obtaining, at Licensee's expense, any water meters or other water infrastructure necessary for the irrigation. (e) The City shall be responsible for maintaining its streets, travel lanes, sidewalks, and rights - of -way, excluding any special pavement or treatments included within the Improvements, in accordance with City's standard policies and procedures. The City shall take such steps as are appropriate to ensure that the work involved is properly coordinated with any related work performed by Licensee or the Licensee's authorized representative. (f) In the event that any City -owned property, including, but not limited to, utilities, curbs, equipment, turf, trees, or pavement, are damaged or destroyed during installation or maintenance of the Improvements by Licensee or its contractors, Licensee shall be responsible for all repairs or replacement of the City -owned property. (g) In the event Licensee fails to maintain the Improvements, City may provide written notice to Licensee and Licensee shall make all necessary repairs within thirty (30) calendar days of receipt of such written notice. If repairs cannot be reasonably completed within thirty (30) calendar days, Licensee shall begin repairs within thirty (30) calendar days of receipt of the notice from the City and shall diligently pursue the repairs until completed, provided however, if the condition of the Improvements poses an immediate threat to life, health, or property such repair shall be completed by Licensee within thirty (30) days of receipt of the written notice. If Licensee fails to make the repairs as provided herein, City may take all actions reasonably necessary to repair the Improvements and Licensee shall be responsible for reimbursing the City for all costs of the repairs performed by the City in accordance with this Agreement. (h) The City shall not be obligated to repair the Improvements beyond the level of City's standard specifications. In the event, however, the City pursuant to this Agreement performs any work of any nature that is Licensee's obligation hereunder that Licensee has failed to perform, Licensee shall reimburse the City, within thirty (30) days of the City making a written demand for reimbursement from Licensee for the costs attributable to such work performed by the City, including by not limited to labor, equipment, supplies, materials, and overhead, including time spent by City's employees performing the repairs. If Licensee fails to pay the City for the costs incurred by the City, the City may pursue all available remedies at law and in equity to recover the costs from Licensee. Maintenance Agreement for Non -Standard Public Improvements Page 2 of 13 Rev. 10/08/25 RM 4. Term The term of this Agreement shall commence upon execution of this Agreement by the City's Assistant City Manager ("Effective Date") and shall continue until termination of this Agreement as provided herein. 5. Right of Access City shall have the right at any time to enter any portion of the City Property (without causing or constituting a termination or interreference with Licensee's right to install and maintain the Improvements on the City Property) for the purpose of inspecting and maintaining the City Property and taking any and all measures necessary for the proper conduct and operation of the City Property; provided this shall not authorize or empower the City to direct the activities of Licensee or assume liability for Licensee's activities. 6. Indemnification (18) LICENSEE, ITS SUCCESSORS OR ASSIGNS, AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO LICENSEE'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) LICENSEE'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF LICENSEE, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THE CONSTRUCTION AND MAINTENANCE OF THE IMPROVEMENTS OR THE PERFORMANCE OF LICENSEE'S OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF BOTH LICENSEE AND CITY, RESPONSIBILITY, IF ANY, SHALL BEAPPORTIONED COMPARATIVELYIN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. NOTHING HEREIN SHALL BE CONSTRUED ASA WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITY AS FURTHER PROVIDED BY THE LAWS OF TEXAS. Maintenance Agreement for Non -Standard Public Improvements Page 3 of 13 Rev. 10/08/25 RM (b) Licensee, its successors or assigns, covenants and agrees that City shall in no way nor under any circumstances be responsible for any property belonging to Licensee, its members, employees, agents, contractors, subcontractors, invitees, licensees, or trespassers, which is placed on the City Property and is stolen, destroyed, or in any way damaged, and Licensee hereby releases the City from any and all such claims. The City does not guarantee police protection and will not be liable for any loss or damage sustained by Licensee, its members, employees, agents, contractors, subcontractors, invitees, licensees, or trespassers on the City Property. It is further agreed that the acceptance of this release shall not constitute a waiver by the City of Fort Worth of any defense of governmental immunity, where applicable. Or any other defense recognized by the statutes and court decisions of this State. 7. Insurance Licensee shall not commence work under this Agreement until it has obtained and provided documentation thereof of the insurance required by Exhibit "C", which is attached hereto and incorporated herein by reference. Licensee shall be responsible for delivering to the City Licensee's certificate of insurance for approval. Any contractors performing maintenance on the Improvements shall also provide Licensee and City with documentation of the insurance required by Exhibit "C". 8. Independent Contractor Licensee shall perform all work and services hereunder as an independent contractor and not as an officer, agent, servant or employee of the City. Licensee shall have exclusive control of, and the exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, and employees and sub-consultants/subcontractors. Nothing herein shall be construed as creating a partnership or joint venture between the City and Licensee, its officers, agents, employees and sub consultants/subcontractors, and doctrine of respondent superior has no application as between the City and Licensee. 9. Licenses and Permits Licensee shall comply with all federal, state and local laws, rules and regulations now or hereafter in effect which are applicable to Licensee's duties and obligations pursuant to this Agreement. Licensee shall obtain and keep in effect at its own cost and expense all licenses and permits, incurred or required in connection with this Agreement. Maintenance Agreement for Non -Standard Public Improvements Page 4 of 13 Rev. 10/08/25 RM 10. Liens Licensee agrees that it shall do no act, nor make any contract, that may create or be the foundation for any lien upon or interest in the City Property, and any such contract or lien attempted to be created shall be void. Should any purported lien on City Property be created or filed, Licensee, at its sole expense, shall discharge the lien within thirty (30) days after notice from City to do so. 11. Termination and Default (a) In the event Licensee fails to comply with any of the terms and conditions of this Agreement after notice and the passage of the appropriate cure period provided in this Agreement, City shall have the right, without further notice, to declare this Agreement immediately terminated and to enter into and take full possession of the City's interest in the City Property. In the event of such termination of this Agreement by the City, all rights, duties and privileges of Licensee hereunder shall cease and terminate. (b) Upon termination of this Agreement, the parties shall be released from all obligations contained in this Agreement except for any indemnification obligations pursuant to Section 6 of this Agreement occurring prior to the effective date of such termination. (c) Termination notice shall be considered rendered three business days after being placed in the United States Postal Service for delivery to the other party in accordance with Section 13. 12. Non-discrimination/Disabilities Licensee, in its installation or maintenance of the Improvements, and occupancy or use of the City Property, shall not discriminate against any person or persons because of race, age, gender, religion, color, national origin, sexual orientation, or disability nor will Licensee permit its officers, agents, employees or subcontractors to engage in such discrimination. 13. Notice Any notice required by this Agreement shall be sufficient if deposited in the U.S. Mail, postage prepaid and addressed to the other party as follows: Maintenance Agreement for Non -Standard Public Improvements Page 5 of 13 Rev. 10/08/25 RM CITY: City of Fort Worth Development Services Department Attn: Assistant Director 100 Fort Worth Trail Fort Worth, Texas 76102 With a copy to: City Attorney's Office 100 Fort Worth Trail Fort Worth, Texas 76102 LICENSEE: Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P. 2545 Park Plaza, Bldg 3-2E Nashville, TN 37203 14. Venue and Jurisdiction This Agreement shall be governed by the laws of the State of Texas. Venue for any action brought to interpret or enforce, or arising out of or incident to, the terms of this Agreement shall be in Tarrant County. Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 15. Assignment (a) Licensee agrees that it will not assign all or any part of its rights, privileges or duties hereunder without the prior written consent of the City and any attempted assignment of same without such prior consent of the City shall be void except that Licensee may, without prior written consent, assign any or all of its rights, privileges or duties hereunder to: (i) an affiliate (defined as an entity under common control with Licensee); or (ii) an authorized Public Improvement District whose boundaries include the City Property, (each an "Allowed Assignment"). In the event of an Allowed Assignment, Licensee will notify the City within thirty (30) days of such assignment. If notice of an Allowed Assignment is not provided within thirty (30) days to the City such assignment shall be void. In the event of an assignment as authorized by this Section, , Licensee shall be released from any further obligation or liability under this Agreement for anything that arises after the date of the assignment, but shall continue to be liable and responsible for anything that occurred prior to the date of the assignment. Notwithstanding the foregoing, or anything in this Agreement to the contrary, it is understood and agreed that Licensee will contract or subcontract various parts of its obligations hereunder to others to perform on behalf of Licensee, and such contracting or subcontracting is expressly Maintenance Agreement for Non -Standard Public Improvements Page 6 of 13 Rev. 10/08/25 RM permitted hereunder. (b) Subject to the limitations contained herein, the covenants, conditions and agreements made and entered into by the parties hereunder are declared to be for the benefit of and binding on their respective successors, representatives and permitted assigns, if any. (c) Notwithstanding anything herein to the contrary, no provision of this Agreement shall be construed to prohibit or restrict Licensee's ability to sell, lease, pledge or otherwise transfer the Licensee Property or any part thereof. Upon any such transfer of the Licensee Property, the benefits and obligations of this Agreement shall run with the Licensee Property, or portion thereof, and bind Licensee's successors in interest in proportion to the interest in the Licensee Property so transferred. 16. Severability, Waiver and Headings (a) In the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall in no way affect any other covenant, condition or provision herein contained; provided however, that the invalidity of any such covenant, condition or provision does not materially prejudice either Licensee or City in connection with the rights and obligations contained in the valid covenants, conditions or provisions of this Agreement. (b) The waiver by the City of any default or breach of a term, covenant or condition of this Agreement shall not be deemed to be a waiver of any other breach of that term, covenant or condition or any other term, covenant or condition of this Agreement, regardless of when the breach occurred. (c) The headings in this Agreement are inserted for reference only, and shall not define or limit the provisions hereof. 17. Recordation This Agreement shall be recorded in the Real Property Records of the applicable county and shall be a covenant running with the land binding upon all parties having any right, title or interest in the Licensee Property or any part thereof, including their heirs, successors and assigns, and shall inure to the benefit of the owners of the Licensee Property and to the City. Maintenance Agreement for Non -Standard Public Improvements Page 7 of 13 Rev. 10/08/25 RM 18. Entire Understanding (a) This written instrument including all Attachments, Schedules, and Exhibits attached hereto constitutes the entire agreement by the Parties concerning this Agreement and the obligations of the Parties, and any prior or contemporaneous oral or written agreement that purports to vary from the terms hereof shall be void. This Agreement cannot be modified or amended without the written consent of all the Parties. (b) Neither this Agreement nor any provision hereof may be modified except by an instrument in writing, signed by the Parties. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. (c) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall be one and the same instrument. Electronic signatures and facsimile, pdf or other copies of original signatures shall be binding as originals. IN WITNESS WHEREOF, the Parties have each executed this Agreement by each party's duly authorized representative. CITY OF FORT WORTH: By: Jesica McEachern Assistant City Manager Date: 07/1 7/2026 Approved as to Form and Legality M. 111111 ZA��� Jessika Williams Assistant City Attorney No M&C Required ATTEST X_at Oitat0_ cxllteC 921 Jannette Goodall City Secretary a000vnR4 A.oF fA NO ORp ��a C!` 0•l0 a=°a oaa� aEXps44 Contract Compliance Manager By signing, I acknowledge that I am the person responsible or the monitoring and administration of this contract, including ensuring all performance and reporting 77L?�) Kandice Merrick Planning Manager OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Maintenance Agreement for Non -Standard Public Improvements Page 8 of 13 Rev. 10/08/25 RM THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Jesica McEachern, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same for the purposes and consideration therein expressed, as the act and deed of the City of Fort Worth, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this 17th day of July , 2026. Notary Public in and for the State of Texas RYA q KATHLEEH BRADFORD = n Notary Public t STATE OF TEXAS Notary I.D. 12197197 h1 Comm. EK . Apr- 12 2027 Maintenance Agreement for Non -Standard Public Improvements Page 9 of 13 Rev. 10/08/25 RM LICENSEE: Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P., a Texas limited partnership By: Columbia North Texas Subsidiary GP, LLC, a Texas limited liability company Its: general partner By: -- Name. Todd Maxwell Title: Vice President Date: -7 / � A C THE STATE OF TENNESSEE COUNTY OF DAVIDSON BEFORE ME, the undersigned authority, a Notary Public in and for the State of Tennessee, on this day personally appeared Todd Maxwell, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, as Vice President of Columbia North Texas Subsidiary GP, LLC, a Texas limited liability company, as General Partner of Columbia Plaza Medical Center of Fort Worth Subsidiary, L.P., a Texas limited partnership, as the act and deed of said general partner on behalf of said limited partnership. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of July, 2026. Maureen W. Schuler Q�N •••..•Sc,'i,� J : STATE yG Notary Public in aid i dt-A r � f Iimiessee a 0 NOTARy n0L-••.,PU8LIC �"i��OS�N •CO J�\`,�ryo i ss/�N EXPIRES MPy Maintenance Agreement for Non -Standard Public Improvements Page 10 of 13 Rev. 10/08/25 RM EXHIBIT A PROPERTY DESCRIPTION Being 3.649 acres of land located in the E.S. Harris Survey, Abstract No. 688, Tarrant County, Texas. Being all of Lots 13 thru 15, 45 thru 48, 51 thru 56 and a public alley located between Eighth and Ninth Avenues and Humbolt & Worth Streets as shown on the plat of Dissel Tract, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Vol. 106, Page 129 of the plat records of Tarrant County, Texas All of Lots 1 thru 4, L.R. Barton Subdivision, an addition to the City of Fort Worth, Tarrant County, Texas according to the plat recorded in Volume 839, Page 423 of the plat records of Tarrant County, Texas. Maintenance Agreement for Non -Standard Public Improvements Page 11 of 13 Rev. 10/08/25 RM EXHIBIT B DETAILS OF IMPROVEMENTS Maintenance Agreement for Non -Standard Public Improvements Page 12 of 13 Rev. 10/08/25 RM w w Of F- y a O W -j O kD Z = LLJ J V < a ~ z u = F ,n Q Q ui w v z Z W W (I)ONJ � W = � Z W 3nN3AV H18 iy- MOM 3011WI1 r— — — — — — — — — — — — - — — — — — — — — — — — — — — — — — —� 0 N 0 N 0 co 0 N Q X W H 2 H 0 3 cc 0 L, O' i p e ? j 4 Q _fit # gt a J 4 4'sc `sR �I �6 v j all lit fil A �I OEDOO O 4 7 i c6 CC F-cc t Egg p`:I !PA ysE� i®f7 41 g SE€ PF� �54�9 IYE y E I — .. — • _ 3nN3nV H18 _ y 11( - --� ,1 �- --_- -_ -- NHOAA dO 11AVll ------------ 3NIl Lda3d0lld7 ----- ----- -___ RA _ dNil A1b3dONd a w Ifl N O (V LLI V 0 w o V Q L W Q U = Z ��\ Q ^ Zui N Z CQ C 0 a s a $>Y fr 91-i �E %yy seesiP^ j E I g= .I I j 3i g9€e E 5 Y a S Jg M II e o o I �� ®c,o 4I oo ' i I � as II yt I ____---------------------'—-----------� 3NIl .LLi53dOLJd i E E AV OMM Z W W dui I.J.. Q w U Z Q z W Z CQ C (o N 0 N v O O EXHIBIT C CERTIFICATE OF INSURANCE Maintenance Agreement for Non -Standard Public Improvements Page 13 of 13 Rev. 10/08/25 RM Page 1 of 1 r " Health Care Indemnity, Inc. 4 f� ? 2515 Park Plaza, Builiding 2-3E - • - Nashville, TN 37203 Health Care Phone:615-344-5193 Indemnity, Inc. Fax: 855-775-0393 Email:Corp.Insurance@HCAHealthcare.com This is to certify to: (Name of Certificate Holder) The City of Fort Worth Contract Management 100 Fort Worth Trail Fort Worth, TX 76102 Certificate of Insurance Date: 04/20/2026 COW 161506-2026 that the described insurance coverages as provided by the indicated policy has been issued to: Named Insured: HCA Healthcare, Inc. AND SUBSIDIARY ORGANIZATIONS Address: EXISTING NOW OR HEREAFTER CREATED OR ACQUIRED ONE PARK PLAZA NASHVILLE, TN 37202-0550 The Policy identified below by a policy number is in force on the date of Certificate issuance. Insurance is afforded only with respect to those coverages for which a specific limit of liability has been entered and is subject to all the terms of the Policy having reference thereto. This Certificate of Insurance neither affirmatively nor negatively amends, extends or alters the coverage afforded under any policy identified herein. Coverage is excess of self-insurance. Such self-insurance is adequately funded as verified by a Fellow of the American Society of Casualty Actuaries. POLICY NO. POLICY PERIOD Effective: 1/1/2026 HCI-EX-10126-01 Expiration: 1/1/2027 TYPE OF INSURANCE LIMITS OF LIABILITY Comprehensive General Liability - • Occurrence Form • Bodily Injury $1,000,000 Each and Every Occurrence • Property Damage • Products and Completed Operations $2,000,000 Aggregate • Personal and Advertising Injury Health Care Professional Liability $0 Each and Every Occurrence Occurrence Form $0 Aggregate SPECIAL CONDITIONS/OTHER COVERAGES: The Named Insured Includes: Medical City Fort Worth COID: 34318 Reference AGREEMENT FOR MAINTENANCE OF NON-STANDARD IMPROVEMENTS — MAINT26-004 Such insurance policy shall not be canceled or amended without at least thirty (30) days prior written notice to the Building Official of the City Cancellation: Should any of the above described policies be canceled before the expiration date thereof, the issuing company will endeavor to mail ninety days written notice to the above named certificate holder, but failure to mail such notice shall impose no obligation or liability of any kind upon the company. Authorized Signature FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Columbia Plaza Medical Center Subject of the Agreement: Maintenance agreement needed for new construction M&C Approved by the Council? * Yes ❑ No M If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes 0 No ❑ If unsure, see backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes ❑ No ED *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. Maint26-0041 *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.