HomeMy WebLinkAboutContract 58468 CSC No. 58468
STATE OF TEXAS §
COUNTY OF TARRANT §
AMERICAN RESCUE PLAN ACT AGREEMENT BETWEEN THE CITY OF FORT
WORTH, TEXAS AND CHILD CARE ASSOCIATEES
This contract ("Contract") is made and entered into by and between the City of
Fort Worth (hereafter "City"), a Texas municipal corporation, and Child Care Associates,
a Texas nonprofit corporation, (hereafter "Developer"). City and Developer may be
referred to individually as a"Party" and jointly as "the Parties."
The Parties state as follows:
WHEREAS, City received $173,745,090.00 for allowable expenses from the
United States Department of the Treasury through the Coronavirus State and Local Fiscal
Recovery Funds ("SLFRF")Program, a part of the American Rescue Plan Act("ARPA"),
to state, local, and Tribal governments across the country to support their response to and
recovery from the COVID-19 public health emergency;
WHEREAS, the SLFRF Program provides governments across the country with
resources needed to fight the pandemic and support families struggling with its public
health and economic impacts, to maintain vital public services, even amid declines in
revenue resulting from the crisis and to build a strong, resilient, and equitable recovery by
making investments that support long-term growth and opportunity;
WHEREAS, ARPA funds may be used to promote healthy childhood environments
that have been negatively impacted by COVID-19 by expanding high-quality and safe
services in support of care for children;
WHEREAS, Developer proposes to use ARPA funds to rehabilitate the Gwendolyn
C. Gragg Child Development facility to increase child care services for infants and toddlers
ages 0-5 years; and
WHEREAS, City residents and the City Council have determined that more
affordable, quality child care is needed in the City.
NOW, THEREFORE, in consideration of the mutual covenants, obligations and
responsibilities contained herein, including all exhibits and attachments, and subject to the
terms and conditions hereinafter stated, the Parties understand and agree as follows:
1. INCORPORATION OF RECITALS. City and Developer hereby agree that
the recitals set forth above are true and correct and form the basis upon which the Parties
have entered into this Contract.
OFFICIAL RECORD
CITY SECRETARY
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Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
2. DEFINITIONS. In addition to terms defined in the body of this Contract,
the following terms shall have the definitions ascribed to them as follows:
ARPA means American Rescue Plan Act.
ARPA Funds means the funds granted by City to Developer under the terms of this
Contract.
ARPA Regulations means regulations found at 31 CFR Part 35 and Social Security Act,
Title VI-Coronavirus Relief, Fiscal Recovery, and Critical Capital Projects Funds.
ARPA Requirements means rehabilitating the Gwendolyn C. Gragg Child Development
Facility to provide a safe environment for children ages 0-5 years for the duration of the
Performance Period.
Business Diversity Enterprise Ordinance or BDE means the City's Business Diversity
Ordinance, Ordinance No. 24534-11-2020, as may be amended from time to time.
Complete Documentation means the following documentation as applicable:
• Attachments I and II, with supporting documentation as follows:
o Proof of expense: copies of timesheets, invoices, leases, service
contracts or other documentation showing the nature of the cost and that
payment is due by Developer.
o Proof of payment: cancelled checks, bank statements, conditional and
unconditional lien releases, as appropriate, or wire transfers necessary
to demonstrate that amounts due by Developer were actually paid by
Developer.
• Other documentation: (i) complete packet of all conditional, and
unconditional, lien releases for all draws and including the final lien releases
signed by Developer's general contractor or subcontractors, if applicable;
(ii) copies of all City permits and City-issued "pass" inspections for such
work; (iii) documentation showing compliance with BDE or DBE bidding
process for procurement or Contract activities, if applicable; (iv) proof of
contractor, vendor or subcontractor eligibility as described in Section 6.6;
and(v)any other documents or records reasonably necessary to verify costs
spent and regulatory compliance for the project.
• Complete Documentation shall meet the standards described in the attached
Exhibit"J"—Standards for Complete Documentation.
Completion means the substantial completion of the rehabilitation of the Child
Development Facility as evidenced by a Neighborhood Services Department Minimal
Acceptable Standard Inspection Report, a HUD Compliance Inspection Report, all
applicable City final inspection approvals, and receipt of a final Certificate of Occupancy.
Completion Deadline means September 30, 2024.
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DBE means disadvantaged business enterprise in accordance with 49 CFR Part 26.
Deed of Trust means the deed of trust from Developer in favor of City covering the
Property and securing the indebtedness evidenced therein as well as Developer's
performance of the requirements of this Contract, including the ARPA Requirements and
ARPA Regulations, as the same may be extended, amended, restated, supplemented or
otherwise modified from time to time. The form of the Deed of Trust is attached as part of
Exhibit"E"—Loan Documents:
Developer means Child Care Associates.
Director means the Director of the Neighborhood Services Department, or their designee.
Effective Date means the date of the last of the Parties to sign as indicated on the signature
page.
Loan Documents means security instruments, including without limitation the Promissory
Note and Deed of Trust, or any other similar instruments evidencing, securing or
guaranteeing City's interest in the project and further evidencing, securing, or guaranteeing
Developer's performance of the ARPA Requirements, and the City Requirements, during
the Performance Period,as the same may from time to time be extended, amended,restated,
supplemented or otherwise modified.
Loan means the ARPA Funds provided to Developer by City in the form of a forgivable,
deferred payment loan under the terms of this Contract as more particularly described in
the Loan Documents.
Neighborhood Services Department means the City's Neighborhood Services
Department, or any successor department thereto that oversees this Contract.
Performance Period means the 5-year period during which Developer will fulfill the
ARPA Requirements and will comply with all other terms and conditions of this Contract
and the Loan Documents. The Performance Period begins on the date that the certificate
of occupancy is issued, or, on such other date that the Parties mutually agree.
Plans means the plans and specifications for the Required Improvements prepared by
Developer's.architect which have been delivered to and reviewed and approved by City on
or before the Effective Date, and any amendments and change orders thereto approved by
City.
Program means the services provided by Developer at the Child Development Center
more particularly described in Exhibit "A"—Project Summary and Scope of Work and
Exhibit"K"— Services Performed.
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Promissory Note means the note in the amount of the ARPA Funds executed by Developer
payable to the order of City as the same may be extended, amended,restated, supplemented
or otherwise modified from time to time. The form of the Promissory Note is attached as
part of Exhibit"E"—Loan Documents.
Property means the land on which the Required Improvements shall be constructed as
more particularly described in and encumbered by the Deed of Trust.
Reimbursement Request means all reports and other documentation described in Section
11.
Required Improvements or the project means all the improvements to the Child
Development Facility or "building", together with all fixtures, tenant improvements if
any, and appurtenances now or later to be located on the Property and/or in such
improvements. A list of the construction requirements for the rehabilitation of the Child
Development Facility is shown in the attached Exhibit "A" - Project Summary and
Scope of Work. The Child Development Facility is located at 2400 E. J." Street, Fort
Worth TX 76111.
3. TERM.
3.1 Term of Contract.
The term of this Contract is 2 year beginning on the Effective Date unless earlier
terminated as provided in this Contract and subject to all provisions that survive expiration
or termination as provided in this Contract.
3.1.1 Extension of Contract.
This Contract may be extended for an additional one-year term upon Developer
submitting a request for an extension in writing at least 60 days prior to the end of the
Contract term. The request for an extension shall include the reasons for the extension and
Developer's anticipated budget, construction schedule and goals for the extended term. It
is specifically understood that it is within City's sole discretion whether to approve or deny
Developer's request for an additional term. Any such extension shall be in the form of an
amendment to this Contract.
3.2 Term of Loan.
The term of the Loan shall commence on the date of the Promissory Note and
terminates at the expiration of the Performance Period so long as the terms and conditions
of this Contract and the Loan Documents have been met.
4. DUTIES AND RESPONSIBILITIES OF CITY.
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4.1 Provide ARPA Funds.
City shall provide up to $2,000,000.00 of ARPA Funds in the form of a forgivable,
deferred payment Loan for eligible expenses under the terms and conditions of this
Contract and the Loan Documents.
4.2 City Will Monitor.
City will monitor the activities and performance of Developer and any of its
contractors, subcontractors or vendors throughout the Performance Period, but no less
than annually. Monitoring by City will include monitoring whether Developer is meeting
and complying with the ARPA Requirements and all requirements of this Contract during
the Performance Period.
5. DUTIES AND RESPONSIBILITIES OF DEVELOPER.
5.1 Construction of Required Improvements.
Developer will complete the Required Improvements as described in Exhibit"A"
—Project Summary and Scope of Work in accordance with the Plans,the schedule set
forth in Exhibit "C"—Construction and Reimbursement Schedule, and the terms and
conditions of this Contract.
5.2 Use of ARPA Funds.
5.2.1. Compliance with ARPA Regulations and Contract.
Developer shall be reimbursed for eligible project costs with ARPA Funds only if
City determines in its sole discretion that:
5.2.1.1 Costs are eligible expenditures in accordance with ARPA
Regulations.
5.2.1.2 Costs are in compliance with this Contract and are reasonable
and consistent with industry norms.
5.2.1.3 Complete Documentation, as applicable, is submitted by
Developer.
5.2.2. Budget.
Developer agrees that ARPA Funds will be paid in accordance with Exhibit"B"—
Budget and Exhibit"C"—Construction and Reimbursement Schedule. Developer may
increase or decrease line item amounts in the Budget with the Director's prior written
approval, which approval shall be in the Director's sole discretion. Any such increase or
decrease in line items in the Budget shall comply with Section 5.2.1, Exhibit "A" —
Project Summary and Scope of Work, and shall not increase the total amount of ARPA
Funds.
5.2.3 Change in Budget.
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5.2.3.1 Developer will notify City promptly of any additional funds it
receives for construction of the project, and City reserves the
right to amend this Contract in such instances to ensure
compliance with ARPA regulations and other federal
regulations governing cost allocation.
5.2.3.2 Developer agrees to utilize the ARPA Funds to supplement
rather than supplant funds otherwise available for the project.
5.3 Pavment of ARPA Funds to Developer.
5.3.1 ARPA Funds will be disbursed to Developer upon City's approval of
Developer's Reimbursement Requests, including submission of Complete Documentation
to City in compliance with Section 11. It is expressly agreed by the Parties that any ARPA
Funds not reimbursed to Developer upon completion of the Required Improvements shall
remain with City.
5.3.2 The ARPA Funds shall bear no interest and are not subject to repayment so
long as Developer has complied with all state and federal laws, all federal regulations,
including ARPA regulations, all local ordinances, and this Contract.
5.4 Identify Proiect Expenses Paid with ARPA Funds.
Developer will keep accounts and records in such a manner that City may readily
identify and account for project expenses reimbursed with ARPA Funds. These records
shall be made available to City for audit purposes and shall be retained as required
hereunder.
5.5 Acknowledeement of Citv Pavment of ARPA Funds.
Within 90 days of Completion, Developer shall sign an acknowledgement that City
has paid all ARPA Funds due under this Contract, or shall deliver a document executed by
an officer of Developer identifying with specificity all or any portion of the ARPA Funds
that City has not paid to Developer. After receipt of said document, City shall determine
if City has any further obligation under the terms herein to pay Developer any more ARPA
Funds. Developer and City agree to work together in good faith to determine if any further
ARPA Funds are due to Developer, but City in its sole discretion shall make the final
determination as to whether any such ARPA Funds are still due after consideration of
Developer's performance of its obligations under this Contract including Developer's
performance of the ARPA Requirements and the City Requirements.
5.6 Security for Citv's Interest and Developer's Performance.
To secure City's interest in the Required Improvements and the performance of the
ARPA Requirements, and any of Developer's other obligations-hereunder, Developer shall
execute the Loan Documents and record the Deed of Trust encumbering the Property prior
to having any construction materials delivered to the Property or commencing any work
on the Required Improvements. No ARPA Funds will be paid or reimbursed until the Loan
Documents are executed and the Deed of Trust is recorded.
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5.6.1 Loan Terms and Conditions.
Developer will be required to:
5.6.1.1 Execute the Promissory Note and Deed of Trust, along with
any other Loan Documents required by City.
5.6.1.3 Pay all costs associated with closing the Loan.
5.6.1.4 Provide City with an estimated settlement statement at least 1
business day before closing.
5.6.1.5 Ensure City's ARPA lien is subordinate only to the City's
CDBG loan for the project. City must approve in writing any
secured financing for the project that is to be subordinate to
the Loan.
5.6.1.6 The term of the Loan shall be as specified in Section 3.2.
5.6.1.7 No interest shall accrue on the Loan provided that Developer
complies with the terms and conditions of the Loan
Documents.
5.6.1.8 The Loan is a forgivable deferred payment loan. Repayment
of the ARPA Funds will only be required if (i) the Child
Development Facility located on the Property which was
rehabilitated with the ARPA Funds does not provide child care
services for children 0-5 years during the Performance Period,
(ii) Developer does not meet the ARPA Requirements, or (iii)
Developer does not otherwise comply with the terms of this
Contract, the Loan Documents, or the ARPA Regulations. If
repayment is required, Developer must, at City's election in its
sole discretion, either (i) repay City the total amount of the
ARPA Funds, or (ii) pay to City the fair market value of the
Property as set by a current appraisal less any portion of the
value attributable to expenditures of non-ARPA funds for the
acquisition of, and improvements to, the Property.
5.6.1.9 Early repayment of the Loan shall not relieve Developer of its
obligations under this Contract or the ARPA Regulations
including but not limited to complying with the ARPA
Requirements or the City Requirements. The Deed of Trust
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shall secure both repayment of the ARPA Funds, if required,
and performance by Developer of its obligations under this
Contract and the requirements of the ARPA Regulations
during the Performance Period.
5.6.1.10 '
Refinancing of the Loan or any subordinate
financing (other than that approved herein or otherwise by
City), shall require City's prior written approval for the
purpose of ensuring compliance with the ARPA Requirements
and the City Requirements. City's approval of refinancing of
the Loan or approval of any subordinate financing shall not be
unreasonably conditioned or withheld.
5.6.1.11 Failure by Developer to comply with this Section 5.6 will
be an event of default under this Contract and the Loan
Documents
5.7 ARPA Requirements.
Developer shall ensure that it complies with the ARPA Requirements throughout
the Performance Period.
5.8 ARPA Requirements Survive Transfer.
Any sale or transfer of the Property during the Performance Period, excluding a
transfer due to condemnation or to obtain utility services, will require City's written
consent and that the new owner or transferee assume in writing Developer's obligations
under this Contract to comply with the ARPA Requirements and the City Requirements.
Failure of the new owner or transferee to assume all of Developer's obligations under this
Contract will result in termination of the Contract and Developer must repay City in
accordance with the provisions of Section 5.6.1.8 within 30 days of termination under this
Section. If such sale or transfer takes place after the termination of this Contract but before
the end of the Performance Period, the new owner or transferee must assume all of
Developer's obligations under this Contract that survive its termination as set forth herein
including but not limited to complying with the ARPA Requirements and City
Requirements. If the new owner or transferee does not assume Developer's surviving
obligations hereunder, then Developer must repay City in accordance with the provisions
of Section 5.6.1.8 within 30 days of written notice by City or City may pursue any of its
remedies under this Contract or the Loan Documents.
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6.1 Client
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Exhibit« »
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7. CONSTRUCTION.
7.1. Construction Schedule.
Developer will construct the Required Improvements in accordance with the
schedule set forth in the attached Exhibit "C" — Construction and Reimbursement
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Schedule. Developer shall not begin construction of the Required Improvement until City
sends a Notice to Proceed. Developer's failure to meet the Construction Schedule shall
be an event of default. Developer may not change the Construction Schedule without the
Director's prior written approval, which approval shall be in the Director's sole discretion.
7.1.1 Construction Inspections.
The construction of the Required Improvements must pass a Neighborhood
Services Department Minimal Acceptable Standard Inspection and any other applicable
required inspections during the construction period, along with any applicable City final
inspection approval at the completion of construction of the Required Improvements.
7.2 Applicable Laws, Building Codes and Ordinances.
The Plans for the Required Improvements shall(i)conform to all applicable federal,
state, City and local laws, ordinances, codes, rules and regulations; (ii) meet all City
building codes, and (iii) cannot deviate from the items approved more particularly
described in Section 8.1 and in Exhibit "A"—Project Summary and Scope of Work.
7.3 Property Standards During Construction.
Developer shall comply with the requirements as relates to City's property
standards as well as all applicable accessibility standards for the Required Improvements.
Developer shall comply with Section 504 requirements prescribing standards for the
design, construction or alteration of any building or facility intended to be accessible to the
public or which may result in the employment of handicapped persons therein. If
applicable, Developer must submit Texas Department of Licensing and Regulation
("TDLR")certificates for compliance with TDLR's accessibility standards at Completion.
7.4 Lead-Based Paint Requirements.
If applicable, Developer will comply with Federal lead-based paint requirements
including lead screening in housing built prior to 1978 in accordance with 24 CFR Part
570.608 and 24 CFR Part 35, subparts A, B, J, K, M, and R, and the Lead: Renovation,
Repair and Painting Program Final Rule, 40 CFR Part 745, in any construction and/or
rehabilitation of the Required Improvements.
7.5 Approval of Plans by City Not Release of Responsibility.
Approval of the Plans by City shall not constitute or be deemed (i)to be a release
of the responsibility or liability of Developer or any of its architects, contractors or
subcontractors, or their respective officers, agents, employees and lower tier
subcontractors, for the accuracy or the competency of the Plans, including, but not limited
to, any related investigations, surveys, designs, working drawings and specifications or
other related documents; or(ii) an assumption of any responsibility or liability by City for
any negligent act, error or omission in the conduct or preparation of any investigation,
surveys, designs, working drawings and specifications or other related documents by
Developer or any of its architects, contractors or subcontractors, and their respective
officers, agents, employees and lower tier subcontractors.
7.6 Contractor, Vendor and Subcontractor Requirements.
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Developer will use commercially reasonable efforts to ensure that all contractors or
vendors utilized by Developer in the construction of the Required Improvements or
subcontractors utilized by Developer's general contractor are appropriately licensed and
such licenses are maintained throughout the construction of the Required Improvements.
Developer shall ensure that all subcontractors or vendors utilized by Developer or
subcontractors utilized by Developer's general contractor in the construction of the
Required Improvements are not debarred or suspended from performing the contractor's,
subcontractor's or vendor's work by the City, the State of Texas, or the Federal
government. Developer acknowledges that 24 CFR Part 85.35 forbids Developer from
hiring or continuing to employ any contractor, subcontractor or vendor that is listed
on the Federal Excluded Parties List System for Award Management, www.sam.gov
("SAM"), Developer must confirm by search of SAM that all contractors, subcontractors
or vendors are not listed as being debarred, both prior to hiring and prior to submitting
a Reimbursement Request which includes invoices from any such contractor, subcontractor
or vendor. Failure to submit such proofs of search shall be an event of default. In the
event that City determines that any contractor, subcontractor or vendor has been debarred,
suspended, or is not properly licensed, Developer or Developer's general contractor shall
immediately cause such contractor, subcontractor or vendor to stop work on the Required
Improvements and Developer shall not be reimbursed for any work performed by such
contractor, subcontractor or vendor. However, this Section should not be construed to be
an assumption of any responsibility or liability by City for the determination of the
legitimacy, quality, ability, or good standing of any contractor, subcontractor or vendor.
Developer acknowledges that the provisions of this Section pertaining to SAM shall
survive the termination of this Contract and be applicable for the length of the
Performance Period.
7.7 Furnish Complete Set of"As Built" Plans.
Developer shall furnish City a complete set of "as built" plans for the Required
Improvements at completion of construction after all final approvals have been obtained.
8. COMPLIANCE WITH ARPA REGULATIONS DURING
PERFORMANCE PERIOD.
8.1 Client Doelifflentation.
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8.2 Services Provided in the Buildiniz.
Grant funds from ARPA were used to pay for the rehabilitation of the Child
Development Facility; therefore, City and Developer agree that the Program must provide
child care services throughout the Performance Period and conform to all ARPA
Regulations and ARPA Requirements.
8.3 Property Standards During Performance Period.
Developer shall ensure that the Required Improvements are maintained in good
order and repair and in accordance with all applicable City property standards for the
duration of the Performance Period, which at a minimum shall be those property standards
required by City codes, the ARPA Regulations, and the Section 504 requirements.
Developer will allow City to make on-site inspections of the Child Development Facility
to verify maintenance of the building and the Required Improvements if City requests such
an inspection; provided however, City has no obligation to inspect the premises.
8.4 Program Income.
Income from the use of the building, if any, is hereby assigned to Developer. A
summary report of income earned must be provided semi-annually to City during the
Performance Period using Exhibit"M"—Report of Program Income. City has the right
to monitor activities on the Property that generate program income, as well as activities on
which program income is spent, to ensure that such activities aid in maintaining the
building and other improvements to the Property in order for Developer to deliver services
at the Child Development Facility.
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9. ADDITIONAL REQUIREMENTS.
Developer agrees to comply with all requirements of the ARPA Program as stated
in the ARPA Regulations, including, but not limited to the following:
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9.3. Monitoring.
9.3.1 Developer understands and agrees that it will be subject to monitoring by
City for compliance with the ARPA Regulations and this Contract for the duration of this
Contract and the Performance Period. Developer will provide access to all files related to
the project or Contract activities and services as requested by City for 5 years after the end
of the Performance Period, and will meet all the reporting requirements set out in this
Contract. This Section shall survive the earlier termination or expiration of this
Contract.
9.3.2 Representatives of City and Department of the Treasury shall have access
during regular business hours, upon 48 hours' prior notice, to Developer's offices and
records that are related to the use of the ARPA Funds, the ARPA Requirements and the
City Requirements, and to Developer's officers, directors, agents, employees, contractors
and subcontractors for the purpose of such monitoring.
9.3.3 In addition to other provisions of this Contract regarding frequency of
monitoring, City reserves the right to perform desk reviews or on-site monitoring of
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Developer's compliance with the terms and conditions of this Contract and the Loan. After
each monitoring visit, City shall provide Developer with a written report of the monitor's
findings. If the monitoring report notes deficiencies in Developer's performance,the report
shall include requirements for the timely correction of said deficiencies by Developer.
Failure by Developer to take the action specified in the monitoring report may be cause for
suspension or termination of this Contract as provided herein or City may take all actions
allowed in the Loan Documents.
9.3.4 Developer shall annually provide to City the results of any state or federal
monitoring related to the project or the Program. Such results shall be submitted annually
to City with the submission of its annual audit and financial statements.
9.3.5 This Section 9.3 shall be applicable for the duration of the Contract term,
the Performance Period and for 5 years thereafter and shall survive the earlier
termination or expiration of this Contract.
9.4 Compliance with the Uniform Relocation Act.
If applicable, Developer shall comply with the relocation requirements of 24 CFR
Part 580.606 and all other applicable Federal and state laws and City ordinances and
requirements.
9.5 Compliance with Davis-Bacon.
If applicable, Developer and its general contractor and all lower tier subcontractors
will comply with the Davis-Bacon Act as described in Section 14.14 and Exhibit "H" —
Federal Labor Standards Provisions—Davis-Bacon Requirements.
9.6 Developer Procurement Standards.
Developer shall comply with all applicable federal, state and local laws,
regulations, and ordinances for making procurements under this Contract. In addition to
the conflict of interest provisions in Section 15.13.3, Developer shall establish written
procurement procedures to ensure that materials and services are obtained in a cost-
effective manner and that provides for full and open competition. When procuring
materials and services for this Contract, Developer shall comply at a minimum with the
procurement standards in 2 CFR Part 200.317 through Part 200.326.
9.6.1 Contracts in excess of $10,000.00 made by Developer using ARPA Funds
must address termination for cause and convenience including the manner by which such
termination shall be effected and the basis for settlement of the terminated contract, if any,
as required by Appendix II(B), 2 CFR Part 200.
9.6.2 Developer shall not make any contract with parties listed on the government
wide System for Award Management, www.sam.gov ("SAM"). Developer must confirm
by search of SAM that all contractors paid with ARPA Funds are not listed by SAM as
being debarred, both prior to hiring and prior to submitting a Reimbursement Request
which includes invoices from any such contractor. Failure to submit such proofs of
search shall be an event of default.
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9.7 Cost Principles/Cost Reasonableness.
As applicable, the eligibility of costs incurred for performance rendered shall be
determined in accordance 2 CFR Part 200.400 through 2 CFR Part 200.475, regarding cost
reasonableness and allocation.
9.8 Financial Management Standards.
Developer agrees to adhere to the accounting principles and procedures required in
2 CFR Part 200, utilize adequate internal controls, and maintain necessary supporting and
back-up documentation for all costs incurred in accordance with 2 CFR Part 200.302 and
Part 200.303.
99 Uniform Administrative Requirements.
As applicable, Developer will comply with the Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part
200, or any reasonably equivalent procedures and requirements that City may require.
9.10 Compliance with FFATA and Whistleblower Protections.
Developer shall provide City with all necessary information for City to comply with
the requirements of 2 CFR Part 300(b), including provisions of the Federal Funding
Accountability and Transparency Act ("FFATA") governing requirements on executive
compensation and provisions governing whistleblower protections contained in 10 U.S.C.
2409, 41 U.S.C. 4712, 10 U.S.C. 2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
9.10.1 Developer shall provide its DUNS number to City prior to the payment
of its first Reimbursement Request.
9.11 Internal Controls.
In compliance with the requirements of 2 CFR Part 200.303, Developer shall:
9.11.1 Establish and maintain effective internal control over the ARPA Funds that
provides reasonable assurance that Developer is managing the ARPA Funds in compliance
with federal statutes, regulations, and the terms and conditions of this Contract. These
internal controls shall be in compliance with guidance in "Standards for Internal Control
in the Federal Government" issued by the Comptroller General of the United States or the
"Internal Control Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO");
9.11.2 Comply with federal statutes, regulations, and the terms and conditions of
this Contract;
9.11.3 Evaluate and monitor Developer's compliance with statutes, regulations
and the terms and conditions of this Contract;
9.11.4 Take prompt action when instances of noncompliance are identified
including noncompliance identified in audit findings; and
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9.11.5 Take reasonable measures to safeguard protected personally identifiable
information and other information that the Treasury or City designates as sensitive or
Developer considers sensitive consistent with applicable federal, state, local and tribal laws
regarding privacy and obligations of confidentiality.
9.12 Copyrieht and Patent Rights.
No reports, maps, or other documents produced in whole or in part under this
Contract shall be the subject of an application for copyright by or on behalf of Developer.
The Treasury and City shall possess all rights to invention or discovery, as well as rights
in data which may arise as a result of Developer's performance under this Contract.
9.13 Terms Applicable to Contractors, Subcontractors and Vendors.
Developer understands and agrees that all terms of this Contract, whether
regulatory or otherwise, shall apply to any and all contractors, subcontractors and vendors
of Developer which are in any way paid with ARPA Funds or who perform any work in
connection with the Required Improvements. Developer shall cause all applicable
provisions of this Contract to be included in and made a part of any contract or subcontract
executed in the performance of its obligations hereunder, including if applicable its
obligations regarding the ARPA Regulations, the ARPA Requirements, and all
requirements hereunder during the Performance Period. Developer shall monitor the
services and work performed by its contractors, subcontractors and vendors on a regular
basis for compliance, as applicable, with the ARPA Regulations,the ARPA Requirements,
and the Contract provisions. Developer must cure all violations of the ARPA Regulations
committed by its contractors, subcontractors or vendors. City maintains the right to insist
on Developer's full compliance with the terms of this Contract and the ARPA Regulations,
and Developer is responsible for such compliance regardless of whether actions taken to
fulfill the requirements of this Contract are taken by Developer or by Developer's
contractors, subcontractors or vendors. Developer acknowledges that the provisions of
this Section shall survive the earlier termination or expiration of this Contract and be
applicable for the length of the Performance Period and for 5 years thereafter.
9.14 Pavment and Performance Bonds.
Subject to the requirements of 2 CFR Part 200.325, Developer shall furnish City
with payment and performance bonds in a form acceptable to City in the amount of the
construction cost for the project but not less than$2,000,000.00. At City's discretion, other
forms of assurance may be acceptable so long as they meet the requirements of the ARPA
Regulations or other federal requirements and the federal interest is adequately protected.
9.15 Uniform Administrative Requirements.
Developer will comply with the Uniform Administrative Requirements set forth
in 24 CFR Part 570.502, or any reasonably equivalent procedures and requirements that
City may require.
10. RECORD KEEPING, REPORTING AND DOCUMENTATION
REQUIREMENTS; AUDIT.
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10.1 Record Keeping.
Developer shall maintain a record-keeping system as part of its performance of this
Contract and shall promptly provide City with copies of any document City deems
necessary for the effective fulfillment of City's monitoring and evaluation responsibilities.
Specifically, Developer will keep or cause to be kept an accurate record of all actions taken
and all funds spent, with supporting and back-up documentation, as well as all Client
Documentation. Developer will maintain all records and documentation related to this
Contract for 5 years after the expiration of the Performance Period. If any claim, litigation,
or audit is initiated before the expiration of the 5-year period,the records must be retained
until all such claims, litigation or audits have been resolved.
10.1.2 Access to Records.
City, the Treasury and any duly authorized officials of the federal government will
have full access to, and the right to examine, audit, excerpt and/or transcribe any of
Developer's records pertaining to all matters covered by this Contract throughout the
Performance Period and for 5 years thereafter. Such access shall be during regular business
hours and upon at least 48 hours' prior notice.
10.2 Reports.
Developer will submit to City all reports and documentation described in this
Contract, in such form as City may prescribe. Developer may also be required to submit a
final performance and financial report if required by City at the termination of this Contract
and/or the termination of the Loan in such form and within such times as City may
prescribe. Failure to submit any report or documentation described in this Contract
to City shall be an event of default of this Contract and City may exercise all of it
remedies for default under this Contract and Loan Documents.
10.2.1 Additional Information.
Developer shall provide City with additional information as may be required by
federal or state agencies to substantiate ARPA activities and/or expenditure eligibility.
10.3 Chanize in Reportine Requirements and Forms.
City retains the right to change reporting requirements and forms at its discretion.
City will notify Developer in writing at least 30 days prior to the effective date of such
change, and the Parties shall execute an amendment to the Contract reflecting such change
if necessary.
10.4 Audit.
10.4.1 Entities that Expend $750,000 or more in Federal Funds Per Year.
All non-federal entities that expend $750,000 or more in federal funds within 1 year,
regardless of the source of the federal award, must submit to City an annual audit prepared
in accordance with specific reference to 2 CFR Part 200.501 through Part 200.521. If
applicable, the audit shall cover Developer's fiscal years during which this Contract is in
force. The audit must be prepared by an independent certified public accountant, be
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completed within 6 months following the end of the period being audited and be submitted
to City within 30 days of its completion. Developer's audit certification is attached hereto
as Exhibit"D" — "Audit Certification Form" and "Audit Requirements". The Audit
Certification Form must be submitted to City prior to or with the first Reimbursement
Request. Entities that expend less than $750,000 a year in federal funds are exempt from
federal audit requirements for that year, but records must be available for review or audit
by appropriate officials of the federal agency, City, and General Accounting Office.
10.4.2 City Reserves the Right to Audit.
City reserves the right to perform an audit (i) of Developer's expenditure of ARPA
Funds or (ii) program income in accordance with Section 7.4, at any time during the term
of this Contract,the Performance Period, or within 5 years thereafter as the case may be, if
City determines that such audit is necessary for City's compliance with the ARPA
Regulations or other requirements hereunder, .and Developer agrees to .allow access to all
pertinent materials as described herein. If such audit reveals a questioned practice or
expenditure, such questions must be resolved within 15 business days after notice to
Developer of such questioned practice or expenditure. If questions are not resolved within
this period, City reserves the right to withhold further funding under this Contract and/or
future contract(s) with Developer. IF AS A RESULT OF ANY AUDIT IT IS
DETERMINED THAT DEVELOPER HAS FALSIFIED ANY DOCUMENTATION
OR MISUSED, MISAPPLIED OR MISAPPROPRIATED ARPA FUNDS OR
SPENT ARPA FUNDS OR PROGRAM INCOME ON ANY INELIGIBLE
ACTIVITIES, DEVELOPER AGREES TO REIMBURSE CITY THE AMOUNT
OF SUCH MONIES PLUS THE AMOUNT OF ANY SANCTIONS, PENALTY OR
OTHER CHARGE LEVIED AGAINST CITY BY THE TREASURY BECAUSE OF
SUCH ACTIONS.
11. REIMBURSEMENT REQUIREMENTS.
Developer shall provide City with Complete Documentation and the following
reports as shown in Exhibit "F" — Reimbursement Forms with each Reimbursement
Request:
11.1 Attachment I—Invoice.
This report shall contain the amount requested for reimbursement in the submitted
request, and the cumulative reimbursement requested to date (inclusive of the current
request). This report must be signed by an authorized signatory of Developer. By signing
Attachment I, Developer is certifying that the costs.are valid, eligible, and consistent with
the terms and conditions of this Contract, and the data contained in the report is true and
correct.
11.2 Attachment II—Expenditure Worksheet.
This report shall itemize each expense requested for reimbursement by Developer.
In order for this report to be complete the following must be submitted:
11.2.1 Invoices for each expense with an explanation as to how the expense
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pertains to the project, if necessary;
11.2.2 Conditional and unconditional lien releases, as appropriate, from
Developer and 1'tier subcontractors; and
11.2.3 Proof that each expense was paid by Developer, which proof can be
satisfied by cancelled checks, wire transfer documentation, paid receipts or other
appropriate banking documentation.
11.3. Deadline for Submittine Reimbursement Requests.
All Reimbursement Requests along with Complete Documentation shall be
submitted by Developer to City within 60 days from each of the deadlines as shown in
Exhibit"C"—Construction and Reimbursement Schedule.
11.3.1 CITY SHALL HAVE NO OBLIGATION TO PAY ANY
REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 60 DAYS OF
THE DEADLINES SHOWN IN Exhibit "C" — Construction and Reimbursement
Schedule. In addition,Developer's failure to timely submit Reimbursement Requests
and Complete Documentation along with any required reports shall be an event of
default.
11.3.2 CITY SHALL HAVE NO OBLIGATION TO MAKE PAYMENT
ON ANY REIMBURSEMENT REQUEST THAT IS NOT RECEIVED WITHIN 30
DAYS OF THE COMPLETION DEADLINE.
11.3.3 Final Payment.
Final payment will not be made until City has verified that Developer has
submitted the Complete Documentation, and that Developer has submitted an
accurate initial Performance Report, including the Annual Report—Exhibit"G".
11.4 Withholding Payment.
11.4.1 CITY SHALL WITHHOLD PAYMENTS REQUESTED UNDER
THIS CONTRACT IF COMPLETE DOCUMENTATION IS NOT RECEIVED.
11.4.2 FINAL REIMBURSEMENT SHALL NOT BE MADE UNTIL
ALL LIENS ARE RELEASED TO CITY'S SATISFACTION.
11.5 Timing of Pavment.
Provided that Developer submits Complete Documentation in conformance with
the requirements of this Contract and the ARPA Regulations, City will reimburse
Developer for eligible expenses within 30 calendar days of receipt of the accepted Request
for Reimbursement.
12. DEFAULT AND TERMINATION.
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12.1 Failure to Begin or Complete the Required Improvements.
12.1.1 If Developer fails to begin construction on the Required Improvements
within 6 months of the execution of this Contract, the Contract shall automatically
terminate without further warning or opportunity to cure, and with no penalty or liability
to City.
12.1.2 If City determines that the Required Improvements were not completed
by the Completion Deadline or have failed to pass any of the inspections described in
Section 6.1.1, City shall have the right to terminate this Contract with no penalty or liability
to City, with such termination to be effective immediately upon written notice. City shall
also be entitled to demand that Developer repay City in accordance with the provisions of
Section 5.6.1.8 within 30 days of written notice by City or City may pursue any of its
remedies under this Contract or the Loan Documents.
12.2 Failure to Submit Complete Documentation During Construction.
12.2.1 If Developer fails to submit Complete Documentation during
construction of the Required Improvements in accordance with Exhibit "C" —
Construction and Reimbursement Scheduler if any report or documentation submitted
as part of Complete Documentation is not in compliance with this Contract or ARPA
Regulations as determined by City, City will notify Developer in writing and the Developer
will have 15 calendar days from the date of the written notice to submit or resubmit any
such report or documentation. If Developer fails to submit or resubmit any such report or
documentation within such time, City shall have the right to withhold payments. If such
failure continues for an additional 15 days (a total of 30 days), City shall have the right to
terminate this Contract effective immediately upon written notice of such intent with no
penalty or liability to City. Notwithstanding anything to the contrary herein, City will not
be required to pay any ARPA Funds to Developer during the period that any such report
or documentation is not in compliance with this Contract or the ARPA Regulations.
12.2.2 If any of Developer's Reimbursement Requests are incomplete or
otherwise not in compliance with this Contract or ARPA Regulations as determined by
City, Developer shall be in default of this Contract. City will notify Developer in writing
of such default and the Developer will have 15 calendar days from the date of the written
notice to resubmit any such Reimbursement Request to cure the default. If the Developer
fails to cure the default within such time, Developer shall forfeit any payments otherwise
due under such Reimbursement Request. If such failure to resubmit such Reimbursement
Request continues for an additional 15 days (a total of 30 days), City shall have the right
to terminate this Contract effective immediately upon written notice of such intent with no
penalty or liability to City. Notwithstanding anything to the contrary herein, City will not
be required to pay any ARPA Funds to Developer during the period that any such
Reimbursement Request is not in compliance with this Contract or the ARPA Regulations.
12.2.3 In the event of more than 2 instances of default, cured or uncured, under
Sections Section 12.2.1 or 12.2.2, City reserves the right at its sole option to terminate this
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Contract effective immediately upon written notice of such intent with no penalty or
liability to City.
12.2.4 Notwithstanding anything to the contrary herein, City will not be
required to pay any ARPA Funds to Developer during the period that any Reimbursement
Requests, reports or documentation are past due or are not in compliance with this Contract
or the ARPA Regulations, or during any period during which Developer is in default of
this Contract.
12.2.5. In the event of termination under this Section 11.2, all ARPA Funds
awarded but unpaid to Developer pursuant to this Contract shall be immediately forfeited
and Developer shall have no further right to such funds, and any ARPA Funds already paid
to Developer must be repaid by Developer to City within 30 days of termination under this
Section, or at City's election Developer must repay City in accordance with the provisions
of Section 5.6.1.8. Failure to repay will result in City exercising all legal remedies
available to City under this Contract and the Loan Documents.
12.3 Failure to Maintain or Submit Required Reports and
Documentation During Performance Period.
If Developer fails to maintain all records and documentation as required in Section
9, or fails to submit any report or documentation required by this Contract after the
Required Improvements are completed, or if the maintained or submitted report or
documentation is not in compliance with this Contract or the ARPA Regulations as
determined by City, City will notify Developer in writing and the Developer will have 15
calendar days from the date of the written notice to obtain or recreate the missing records
and documentation, or submit or resubmit any such report or documentation to City. If
Developer fails to maintain the required reports or documentation, or submit or resubmit
any such report or documentation within such time, City shall have the right to terminate
this Contract effective immediately upon written notice of such intent with no penalty or
liability to City. In the event of termination under this Section 12.3, any ARPA Funds paid
to Developer must be repaid by Developer to City within 30 days of termination under this
Section, or at City's election Developer must repay City in accordance with the provisions
of Section 5.6.1.8. Failure to repay will result in City exercising all legal remedies
available to City under this Contract and the Loan Documents.
12.4 In General.
12.4.1 Subject to Sections 12.1, 12.2 and 12.3, and unless specifically provided
otherwise in this Contract, Developer shall be in default under this Contract if Developer
breaches any term or condition of this Contract. In the event that such a breach remains
uncured after 30 calendar days following written notice by City(or such other notice period
as may be specified herein) or, if Developer has diligently and continuously attempted to
cure following receipt of such written notice but reasonably required more than 30 calendar
days to cure, as determined by the Parties mutually and in good faith, City shall have the
right to elect, in City's sole discretion,to (i) extend Developer's time to cure, (ii)terminate
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this Contract effective immediately upon written notice of such intent to Developer, or(iii)
to pursue any other legal remedies available to City under this Contract or the Loan
Documents.
12.4.2 City's remedies may include:
12.4.2.1 Direct Developer to prepare and follow a schedule of actions
for carrying out the affected activities, consisting of
schedules, timetables and milestones necessary to
implement the affected activities.
12.4.2.2 Direct Developer to establish and follow a management plan
that assigns responsibilities for carrying out the remedial
activities.
12.4.2.3 Cancel or revise activities likely to be affected by the
performance deficiency before expending ARPA Funds for
the activities.
12.4.2.4 Reprogram ARPA Funds that have not yet been expended
from affected activities to other eligible activities or
withhold ARPA Funds.
12.4.2.5 Direct Developer to reimburse City the full amount of the
ARPA Funds provided to Developer.
12.4.2.6 Suspend reimbursement of ARPA Funds for affected
activities.
12.4.2.7 Any other appropriate action including but not limited to any
remedial action legally available such as declaratory
judgment, specific performance, damages, temporary or
permanent injunctions, termination of this Contract or any
other contracts with Developer, and any other available
remedies.
12.4.3 In the event of termination under this Section 12.4, all ARPA Funds
awarded but unpaid to Developer pursuant to this Contract shall be immediately rescinded
and Developer shall have no further right to such funds and any ARPA Funds already paid
to Developer must be repaid by Developer to City within 30 days of termination, or at
City's election Developer must repay City in accordance with the provisions of Section
5.6.1.5. Failure to repay will result in City exercising all legal remedies available to City
under this Contract or the Loan Documents.
12.5 No Funds Disbursed While in Breach.
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Developer understands and agrees that no ARPA Funds will be paid to Developer
until all defaults are cured to City's satisfaction.
12.6 No Compensation After Date of Termination.
In the event of termination, Developer shall not receive any compensation for work
undertaken after the date of the termination.-
12.7 Rights of City Not Affected.
Termination shall not affect or terminate any of the existing rights of City against
Developer, or which may thereafter accrue because of such default, and this provision shall
be in addition to any and all other rights and remedies available to City under the law and
Loan Documents including, but not limited to, compelling Developer to complete the
Required Improvements in accordance with the terms of the Contract. Such termination
does not terminate any applicable provisions of this Contract that have been expressly
noted as surviving the term or early termination of the Contract. No delay or omission by
City in exercising any right or remedy available to it under this Contract shall impair any
such right or remedy or constitute a waiver or acquiescence in any Developer default.
12.8 Waiver of Breach Not Waiver of Subsequent Breach.
The waiver of a breach of any term, covenant, or condition of this Contract shall
not operate as a waiver of any subsequent breach of the same or any other term, covenant
or condition hereof.
12.9 Civil, Criminal and Administrative Penalties.
Failure to perform all the Contract terms may result in civil, criminal or
administrative penalties, including, but not limited to those set out in this Contract.
12.10 Termination for Cause.
12.10.1 City may terminate this Contract in the event of Developer's default,
inability or failure to perform subject to notice, grace and cure periods. In the event City
terminates this Contract for cause, all ARPA Funds awarded but unpaid to Developer
pursuant to this Contract shall be immediately rescinded and Developer shall have no
further right to such funds and any ARPA Funds already paid to Developer must be repaid
by Developer to City within 30 days of termination, or at City's election Developer must
repay City in accordance with the provisions of Section 5.6.1.8. Failure to repay will result
in City exercising all remedies available to City under this Contract or the Loan
Documents.
12.10.2 Developer may terminate this Contract if City does not provide the
ARPA Funds substantially in accordance with this Contract.
12.11 Termination for Convenience.
In terminating in accordance with 2 CFR 200, Appendix II, this Contract may be
terminated in whole or in part only as follows:
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12.11.1 By City with the consent of Developer in which case the Parties shall
agree upon the termination conditions, including the effective date and in the case of partial
termination,the portion to be terminated; or
12.11.2 By the Developer upon at least 30 days' written notice to City, setting
forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated. In the case of a partial termination, City may
terminate the Contract in its entirety if City determines that the remaining portion of the
Contract to be performed or ARPA Funds to be spent will not accomplish the purposes for
which this Contract was made. In the Developer terminated this Contract under this section
12.11.2, all ARPA Funds awarded but unpaid to Developer pursuant to this Contract shall
be immediately rescinded and Developer shall have no further right to such funds and any
ARPA Funds already paid to Developer must be repaid by Developer to City within 30
days of termination, or at City's election Developer must repay City in accordance with
the provisions of Section 5.6.1.S. Failure to repay will result in City exercising all remedies
available to City under this Contract or the Loan Documents.
12.12 Non-Appropriation of Funds.
In the event no funds or insufficient funds are appropriated by City in any fiscal
period for any payments due hereunder, City will notify Developer of such occurrence
and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
12.13 Dissolution of Developer Terminates Contract.
In the event Developer is dissolved or ceases to exist, this Contract shall terminate.
In the event of termination under this Section, all ARPA Funds are subject to repayment
and/or City may exercise all of its remedies under this Contract and the Loan Documents.
13. REPAYMENT OF FUNDS.
All ARPA Funds are subject to repayment in the event the Required Improvements
do not meet the requirements as set out in this Contract or in the ARPA Regulations. If
Developer changes use of Required Improvements to one that does not meet the ARPA
Requirements,the City Requirements and/or other requirements of the ARPA Regulations
or the terms of this Contract, Developer must either (i) repay the ARPA Funds or (ii) at
City's election Developer must repay City in accordance with the provisions of Section
5.6.1.8.
14. MATERIAL OWNERSHIP CHANGE.
If ownership of the Developer or the project materially changes after the date of
this Contract, City may but is not obligated to,terminate this Contract. City has 30 days to
make such determination after receipt of notice from Developer and failure to make such
determination will constitute a waiver. In the event of termination under this Section 13,
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all ARPA Funds awarded but not yet paid to Developer pursuant to this Contract shall be
immediately rescinded and Developer shall have no further right to such funds. Any ARPA
Funds already paid to Developer must be repaid to City within 30 days of termination under
this Section.
15. GENERAL PROVISIONS.
15.1 Developer an Independent Contractor.
Developer shall operate hereunder as an independent contractor and not as an
officer, agent, servant or employee of City. Developer shall have exclusive control of, and
the exclusive right to control, the details of the work and services performed hereunder,
and all persons performing same, and shall be solely responsible for the acts and omissions
of its officers, members, agents, servants, employees, contractors, subcontractors,vendors,
tenants, clients, licensees or invitees.
15.2 Doctrine of Respondeat Superior.
The doctrine of respondeat superior shall not apply as between City and Developer,
its officers, members, agents, servants, employees, contractors, subcontractors, tenants,
clients, licensees or invitees, and nothing herein shall be construed as creating a partnership
or joint enterprise between City and Developer. City does not have the legal right to control
the details of the tasks performed hereunder by Developer, its officers, members, agents,
employees, contractors, subcontractors, vendors, tenants, licensees or invitees.
15.3 Developer Property.
City shall under no circumstances be responsible for any property belonging to
Developer, its officers, members, agents, employees, contractors, subcontractors, vendors,
tenants, clients, licensees or invitees that may be lost, stolen or destroyed or in any way
damaged and DEVELOPER HEREBY INDEMNIFIES AND HOLDS HARMLESS
CITY AND ITS OFFICERS,AGENTS,AND EMPLOYEES FROM ANY AND ALL
CLAIMS OR SUITS PERTAINING TO OR CONNECTED WITH SUCH
PROPERTY.
15.4 Religious Organization.
No portion of the ARPA Funds shall be used in support of any sectarian or religious
activity. In addition, there must be no religious or membership criteria for clients of a
ARPA-funded service.
45 4�Re�Fed Nofiees.
.
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15.5 Venue.
Venue for any action, whether real or asserted, at law or in equity, arising out of
the execution, performance, attempted performance or non-performance of this Agreement
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.
15.6 Governing Law.
This Contract shall be governed by and construed in accordance with the laws of
the State of Texas. If any action, whether real or asserted, at law or in equity, arises out of
the execution, performance or non-performance of this Contract or on the basis of any
provision herein, for any issue not governed by federal law, the choice of law shall be the
laws of the State of Texas.
15.7 Severability.
The provisions of this Contract are severable, and, if for any reason a clause,
sentence, paragraph or other part of this Contract shall be determined to be invalid by a
court or Federal or State agency, board or commission having jurisdiction over the subject
matter thereof, such invalidity shall not affect other provisions which can be given effect
without the invalid provision. However, it is understood and agreed by the Parties that the
ARPA Requirements and regulations are integral parts of the agreement and that any
reformation of the contract in the event of severability should include the requirement that
Developer comply with the ARPA Requirements and regulations, reporting requirements
to verify the same, and that City shall be able to enforce the ARPA Requirements and
regulations against Developer.
15.8 Written Agreement Entire Agreement.
This written instrument and the attachments and exhibits attached hereto, which are
incorporated by reference and made a part of this Contract for all purposes, constitute the
entire agreement by the Parties concerning the work and services to be performed under
this Contract. Any prior or contemporaneous oral or written agreement which purports to
vary the terms of this Contract shall be void. Any amendments to the terms of this Contract
must be in writing and executed by the Parties.
15.9. Paragraph Headings for Reference Only, No Legal Significance;
Number and Gender.
The paragraph headings contained herein are for convenience in reference to this
Contract and are not intended to define or to limit the scope of any provision of this
Contract. When context requires, singular nouns and pronouns include the plural and the
masculine gender shall be deemed to include the feminine or neuter and the neuter gender
to include the masculine and feminine. The words "include" and "including" whenever
used herein shall be deemed to be followed by the words "without limitation".
15.10 Compliance With All Applicable Laws and Regulations.
Developer agrees to comply fully with all applicable laws and regulations that are
currently in effect or that are hereafter amended during the term of this Contract and
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throughout the Performance Period. Those laws include, but are not limited to:
➢ 31 CFR Part 35 and Sections 603(c)(1)(A) and 603(c)(1)(C) of Title VI of the
Social Security Act Title I of the Housing and Community Development Act of
1974, as amended, (42 USC 5301 et seq.)
➢ Title VI of the Civil Rights Act of 1964 (42 U.S.C. Sections 2000d et seq.)
including provisions requiring recipients of federal assistance to ensure
meaningful access by person of limited English proficiency
➢ The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C.
Sections 3601 et seq.)
➢ Executive Orders 11063, 11246 as amended by 11375 and 12086 and as
supplemented by Department of Labor regulations 41 CFR, Part 60
➢ The Age Discrimination in Employment Act of 1967
➢ The Age Discrimination Act of 1975 (42 U.S.C. Sections 6101 et seq.)
➢ The Uniform Relocation Assistance and Real Property Acquisition Policies Act
of 1970 (42 U.S.C. Sections 4601 et seq. and 49 CFR Part 24) ("URA")
➢ Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. Sections 794 et seq.)
and 24 CFR Part 8 where applicable
➢ National Environmental Policy Act of 1969, as amended, 42 U.S.C. sections
4321 et seq. ("NEPA") and the related authorities listed in 24 CFR Part 58.
➢ The Clean Air Act, as amended, (42 U.S.C. Sections 1251 et seq.)and the Clean
Water Act of 1977,as amended(33 U.S.C. Sections 1251 et seq.)and the related
Executive Order 11738 and Environmental Protection Agency Regulations at
40 CFR Part 15. In no event shall any amount of the assistance provided under
this Contract be utilized with respect to a facility that has given rise to a
conviction under the Clean Air Act or the Clean Water Act.
➢ Immigration Reform and Control Act of 1986 (8 U.S.C. Sections 1101 et seq.)
specifically including the provisions requiring employer verifications of legal
status of its employees
➢ The Americans with Disabilities Act of 1990 (42 U.S.C. Sections 12101 et
seq.), the Architectural Barriers Act of 1968 as amended (42 U.S.C. sections
4151 et seq.)and the Uniform Federal Accessibility Standards, 24 CFR Part 40,
Appendix A
➢ Regulations at 24 CFR Part 87 related to lobbying, including the requirement
that certifications and disclosures be obtained from all covered persons
➢ Drug Free Workplace Act of 1988 (41 U.S.C. Sections 701 et seq.)and 24 CFR
Part 23, Subpart F
➢ Executive Order 12549 and 24 CFR Part 5.105(c) pertaining to restrictions on
participation by ineligible, debarred or suspended persons or entities
➢ Section 6002 of the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act
➢ Guidelines of the Environmental Protection Agency at 40 CFR Part 247
➢ For contracts and subgrants for construction or repair, Copeland "Anti-
Kickback" Act (18 U.S.C. 874) as supplemented in 29 CFR Part 5
➢ For construction contracts in excess of$2,000, and in excess of$2,500 for other
contracts which involve the employment of mechanics or laborers, Sections 103
ARPA CONSTRUCTION CONTRACT Page 27
Child Care Associates Rev. 8.30.22
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
and 107 of the Contract Work Hours and Safety Standards Act(40 U.S.C. 327A
300) as supplemented by 29 CFR Part 5
➢ Lead-Based Paint Poisoning Prevention Act (42 U.S.C. 4801 et seq.), as
amended by the Residential Lead-Based Paint Hazard Reduction Act of 1992
(42 U.S.C. 4851 et seq.) and implementing regulations at 24 CFR Part 35,
subparts A, B, M, and R
➢ Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards, 2 CFR Part 200 et seq.
➢ Federal Funding Accountability and Transparency Act of 2006, (Pub.L. 109-
282, as amended by Section 6205(a) of Pub.L. 110-252 and Section 3 of Pub.L.
113-101)
➢ Federal Whistleblower Regulations, 10 U.S.C. 2409, 41 U.S.C. 4712, 10 U.S.C.
2324, 41 U.S.C. 4304 and 41 U.S.C. 4310.
15.11 14 m Assisted ied Pr-oieets and T''mp oN ent and other-neonoin c
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ARPA CONSTRUCTION CONTRACT Page 28
Child Care Associates Rev. 8.30.22
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
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ARPA CONSTRUCTION CONTRACT Page 29
Child Care Associates Rev. 8.30.22
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
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ARPA CONSTRUCTION CONTRACT Page 30
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15.12 Prohibition Against Discrimination.
15.12.1 General Statement.
Developer, in the execution, performance or attempted performance of this
Contract, and in operation of services provided on the Property, shall comply with all non-
discrimination requirements of 24 CFR 570.607 and the ordinances codified at Chapter 17,
Article III, Division 4 —Fair Housing of the City Code. Developer may not discriminate
against any person because of race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression, or transgender, nor will Developer permit its officers, members, agents,
employees, vendors, or project participants to engage in such discrimination.
This Contract is made and entered into with reference specifically to the ordinances
codified at Chapter 17, Article III, Division 3 - Employment Practices of the City Code,
and Developer hereby covenants and agrees that Developer, its officers, members, agents,
employees, vendors, and contractors, have fully complied with all provisions of same and
that no employee, or applicant for employment has been discriminated against under the
terms of such ordinances by either or its officers, members, agents, employees, vendors, or
contractors.
15.12.2 No Discrimination in Employment durine the Performance of this
Contract.
During the performance of this Contract, Developer agrees to the following
provision, and will require for the construction of the Required Improvements that its
contractors, subcontractors, and vendors also comply with such provision by including it
in all contracts with its contractors, subcontractors, or vendors:
[Contractor's, Subcontractor's or Vendor's _Lame l will not unlawfully
discriminate against any employee or applicants for employment because of race, color,
sex, gender, religion, national origin, familial status, disability or perceived disability,
sexual orientation, gender identity, gender expression or transgender. [Contractor's,
Subcontractor's or Vendor's Name]_will take affirmative action to ensure that applicants
are hired without regard to race, color, sex, gender,religion,national origin,familial status,
disability or perceived disability, sexual orientation, gender identity, gender expression or
transgender and that employees are treated fairly during employment without regard to
their race, color, sex, gender, religion, national origin, familial status, disability or
perceived disability, sexual orientation, gender identity, gender expression or transgender.
Such action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of
pay or other forms of compensation, and selection for training, including apprenticeship.
[Contractor's, Subcontractor's or Vendor's Name] agrees to post in conspicuous places,
available to employees and applicants for employment, notices setting forth the provisions
of this nondiscrimination clause.
[Contractor's, Subcontractor's or Vendor's Name] will, in all solicitations or
advertisements for employees placed by or on behalf of[Contractor's, Subcontractor's or
ARPA CONSTRUCTION CONTRACT Page 31
Child Care Associates Rev. 8.30.22
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
Vendor's Name]`, state that all qualified applicants will receive consideration for
employment without regard to race, color, sex, gender, religion, national origin, familial
status, disability or perceived disability, sexual orientation, gender identity, gender
expression or transgender.
[Contractor's, Subcontractor's or Vendor's Name]—covenants that neither it nor
any of its officers, members, agents, employees, or contractors, while engaged in
performing this Contract, shall, in connection with the employment, advancement or
discharge of employees or in connection with the terms, conditions or privileges of their
employment, discriminate against persons because of their age or because of any
disability or perceived disability, except on the basis of a bona fide occupational
qualification, retirement plan or statutory requirement.
[Contractor's, Subcontractor's or Vendor's Name] further covenants that neither
it nor its officers, members, agents, employees, contractors, or persons acting on their
behalf, shall specify, in solicitations or advertisements for employees to work on this
Contract, a maximum age limit for such employment unless the specified maximum age
limit is based upon a bona fide occupational qualification, retirement plan or statutory
requirement.
15.12.3 Developer's Contractors and the ADA.
In accordance with the provisions of the Americans With Disabilities Act of 1990
("ADA"), Developer warrants that it and any of its contractors will not unlawfully
discriminate on the basis of disability in the provision of services to the general public, nor
in the availability, terms and/or conditions of employment for applicants for employment
with, or employees of Developer or any of its contractors. DEVELOPER WARRANTS
IT WILL FULLY COMPLY WITH ADA'S PROVISIONS AND ANY OTHER
APPLICABLE FEDERAL, STATE AND LOCAL LAWS CONCERNING
DISABILITY AND WILL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS
AGAINST ANY CLAIMS OR ALLEGATIONS ASSERTED BY THIRD PARTIES
OR CONTRACTORS AGAINST CITY ARISING OUT OF DEVELOPER'S
AND/OR ITS CONTRACTORS', AGENTS' OR EMPLOYEES' ALLEGED
FAILURE TO COMPLY WITH THE ABOVE-REFERENCED LAWS
CONCERNING DISABILITY DISCRIMINATION IN THE PERFORMANCE OF
THIS CONTRACT.
15.13 Conflict of Interest and Violations of Criminal Law.
15.13.1 Developer Safe2nards.
Developer shall establish safeguards to prohibit its employees board members,
advisors and agents from using positions for a purpose that is or gives the appearance of
being motivated by a desire for private gain for themselves or others, particularly those
with whom they have family, business or other ties. Developer shall disclose to City any
conflict of interest or potential conflict of interest described above, immediately upon
discovery of such.
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15.13.2 General Prohibition Against Conflicts of Interest.
No persons who are employees, agents, consultants, officers or elected officials or
appointed officials of City or of Developer who exercise or have exercised any functions
or responsibilities with respect to activities assisted with ARPA Funds or who are in a
position to participate in a decision-making process or gain inside information with regard
to these activities may utilize ARPA services, may obtain a financial interest or benefit
from a ARPA-assisted activity, or have an interest in any contract, subcontract or
agreement with respect thereto, or the proceeds thereunder, either for themselves or those
with whom they have family or business ties, during their tenure or for 1 year thereafter,
unless they are accepted in accordance with the procedures set forth at 24 CFR 570.611.
15.13.2.1 Developer shall establish conflict of interest policies
for Federal Awards and shall provide such policies in writing
to City in accordance with the requirements of 2 CFR Part
200.112.
15.13.3 Disclosure of Conflicts of Interest.
In compliance with 2 CFR Part 200.112, Developer is required to timely disclose
to City in writing any potential conflict of interest, as described in this Section.
15.13.4 Disclosure of Texas Penal Code Violations.
Developer affirms that it will adhere to the provisions of the Texas Penal Code
which prohibits bribery and gifts to public servants.
15.13.5 Disclosure of Federal Criminal Law Violations.
In compliance with 2 CFR Part 200.113, Developer is required to timely disclose to City
all violations of federal criminal law involving fraud, bribery or gratuity violations
potentially affecting this Contract.
15.14 Labor Standards.
15.14.1 As applicable, Developer agrees to comply with the requirements of the
Secretary of Labor in accordance with the Davis-Bacon Act (40 U.S.C. 276a-7) as
amended,the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327
et seq.) and all other applicable Federal, State and local laws and regulations pertaining to
labor standards insofar as those acts apply to the performance of this Contract. Developer
agrees to comply with the Copeland Anti-Kick Back Act (IS U.S.C. 874 et seq.) and its
implementing regulations of the United States Department of Labor at 29 CFR Part 5.
Developer shall maintain documentation that demonstrates compliance with hour and wage
requirements of this Contract and the ARPA Regulations. Such documentation shall be
made available promptly to City for review upon request.
15.14.2 Developer agrees that, where required by the ARPA Regulations, all
contractors engaged under contract for construction, renovation or repair work financed in
whole or in part with assistance provided under this Contract, shall comply with Federal
requirements adopted by City pertaining to such contracts and with the applicable
ARPA CONSTRUCTION CONTRACT Page 33
Child Care Associates Rev. 8.30.22
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
requirements of the regulations of the Department of Labor under 29 CFR Parts 1, 3, 5 and
7 governing the payment of wages and ratio of apprentices and trainees to journey workers;
provided that, if wage rates higher than those required under these regulations are imposed
by state or local law, nothing hereunder is intended to relieve Developer of its obligation,
if any, to require payment of the higher wage. Developer shall cause or require to be
inserted in full provisions meeting the requirements of this paragraph in all such contracts
subject to such regulations.
15.14.3 If Davis-Bacon is applicable, Developer shall provide City access to
employee payrolls, contractor and subcontractors payrolls and other wage information for
persons performing construction of the Development. Payrolls must be submitted to the
Neighborhood Services Department weekly, and must be available to Neighborhood
Services Department staff upon request. In addition, Developer shall ensure that City will
have access to employees, contractors and subcontractors and their employees in order to
conduct onsite interviews with laborers and mechanics. Developer shall inform its
contractors and subcontractors that City staff and/or Federal agencies may conduct periodic
employee wage interview visits during the construction of the Required Improvements to
ensure compliance.
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15.16 Other Laws.
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Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
The failure to list any federal, state or City ordinance, law or regulation that is
applicable to Developer does not excuse or relieve Developer from the requirements or
responsibilities in regard to following the law, nor from the consequences or penalties for
Developer's failure to follow the law, if applicable.
15.17 Assignment.
Developer shall not assign all or any part of its rights, privileges, or duties under
this Contract without the prior written approval of City. Any attempted assignment
without approval shall be void, and shall constitute a breach of this Contract.
15.18 Right to Inspect Developer Contracts.
It is agreed that City has the right to inspect and approve in writing, prior to any
charges being incurred, any proposed contracts between Developer and (i) its general
contractor and subcontractors, including any lower tier subcontractors engaged in any
activity that is funded as a part of the construction of the Required Improvements (ii)
vendor contracts arising out of the construction of the Required Improvements, and (iii)
any third party contracts to be paid with ARPA Funds.
15.19 Force Majeure.
If Developer becomes unable, either in whole or part,to fulfill its obligations under
this Contract due to acts of God, strikes, lockouts, or other industrial disturbances, acts of
public enemies, wars, blockades, insurrections, riots, epidemics, pandemics, earthquakes,
fires, floods, restraints or prohibitions by any court, board, department, commission or
agency of the United States or of any States, civil disturbances, or explosions, or some
other reason beyond such Developer's control (collectively, "Force Majeure Event"),the
obligations so affected by such Force Majeure Event will be suspended only during the
continuance of such event. Developer will give City written notice of the existence, extent
and nature of the Force Majeure Event as soon as reasonably possible after the occurrence
of the event. Failure to give notice will result in the continuance of the Developer's
obligation regardless of the extent of any existing Force Majeure Event. Developer will use
commercially reasonable efforts to remedy its inability to perform as soon as possible.
15.20 Survival.
Any provision of this Contract that pertains to the ARPA Requirements, indemnity
obligations, auditing,monitoring,reporting requirements, record keeping and reports, City
ordinances, the provisions of Section 6.6 pertaining to the Federal System Award
Management, or any other applicable ARPA Program requirements, and any default and
enforcement provisions necessary to enforce such provisions, shall survive the term or
earlier termination of this Contract for the longer of(i) 5 years after the termination of this
Contract, or (ii) 5 years after the termination of the Performance Period, and shall be
enforceable by City against Developer.
16. INDEMNIFICATION AND RELEASE.
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND,AT ITS OWN EXPENSE,CITY AND ITS OFFICERS,
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Child Care Associates Rev. 8.30.22
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL
CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED,
ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE
OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND
SERVICES OF THE REQUIRED IMPROVEMENTS DESCRIBED HEREIN,
WHETHER OR NOT CAUSED IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES;
CONTRACTORS OR SUBCONTRACTORS OF CITY; AND DEVELOPER
HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY OF CITY AND
ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL
CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED,
ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE
OF THIS CONTRACT AND/OR THE OPERATIONS, ACTIVITIES AND
SERVICES OF THE REQUIRED IMPROVEMENTS DESCRIBED HEREIN,
WHETHER OR NOT CAUSED IN WHOLE OR IN PART BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY. DEVELOPER LIKEWISE
COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD
HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE
OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN
CONNECTION WITH ALL ACTS OR OMISSIONS OF DEVELOPER, ITS
OFFICERS, MEMBERS, AGENTS, EMPLOYEES, CONTRACTORS,
SUBCONTRACTORS, INVITEES, LICENSEES, OR PROJECT PARTICIPANTS,
OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR
SUBCONTRACTORS OF CITY.
IT IS THE EXPRESS INTENTION OF THE PARTIES, BOTH DEVELOPER AND
CITY, THAT THE INDEMNITY PROVIDED FOR THIS SECTION INCLUDES
INDEMNITY BY DEVELOPER TO INDEMNIFY AND PROTECT CITY FROM
THE CONSEQUENCES OF CITY'S OWN NEGLIGENCE, WHETHER THAT
NEGLIGENCE IS ALLEGED TO BE THE SOLE OR CONCURRING CAUSE OF
THE INJURY, DAMAGE OR DEATH.
DEVELOPER AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL
LIABILITY FOR INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR
PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO
PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH,
DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR CONCURRENT
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Child Care Associates Rev. 8.30.22
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
NEGLIGENCE.
DEVELOPER SHALL REQUIRE ALL OF ITS CONTRACTORS,
SUBCONTRACTORS, AND VENDORS TO INCLUDE IN THEIR CONTRACTS
AND SUBCONTRACTS A RELEASE AND INDEMNITY IN FAVOR OF CITY IN
SUBSTANTIALLY THE SAME FORM AS ABOVE.
17. WAIVER OF IMMUNITY BY DEVELOPER.
If Developer, as a charitable or nonprofit organization, has or claims an immunity
or exemption (statutory or otherwise) from and against liability for damages or injury,
including death, to persons or property, Developer hereby expressly waives its rights to
plead defensively such immunity or exemption as against City. This Section shall not be
construed to affect a governmental entity's immunities under constitutional, statutory or
common law.
18. INSURANCE AND BONDING.
Developer will maintain blanket fidelity coverage in the form of insurance or bond in the
amount of$2,000,000.00 to insure against loss from the fraud, theft or dishonesty of any
of Developer's officers, agents, trustees, directors or employees. The proceeds of such
bond shall be used to reimburse City for any and all loss of ARPA Funds occasioned by
such misconduct. To effectuate such reimbursement, such fidelity coverage shall include
a rider stating that reimbursement for any loss or losses thereunder shall name the City as
a Loss Payee.
Developer shall furnish to City in a timely manner, but not later than the Effective Date,
certificates of insurance as proof that it has secured and paid for policies of commercial
insurance as specified herein. If City has not received such certificates by the Effective
Date, Developer shall be in default of the Contract and City may, at its option, terminate
the Contract.
Such insurance shall cover all insurable risks incident to or in connection with the
execution, performance, attempted performance or nonperformance of this Contract.
Developer shall maintain, or require its general contractor to maintain, the following
coverages and limits thereof:
Commercial General Liability(CGL) Insurance
$1,000,000 each occurrence
$2,000,000 aggregate limit
Non-Profit Organization Liability or Directors & Officers Liability(if applicable)
$1,000,000 Each Occurrence
$1,000,000 Annual Aggregate Limit
Business Automobile Liability Insurance
$1,000,000 each accident on a combined single-limit basis, or
ARPA CONSTRUCTION CONTRACT Page 37
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Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
$ 250,000 Property Damage
$ 500,000 Bodily Injury per person per occurrence
Insurance policy shall be endorsed to cover "Any Auto", defined as autos owned, hired
and non-owned. Pending availability of the above coverage and at the discretion of City,
the policy shall be the primary responding insurance policy versus a personal auto
insurance policy if or when in the course of Developer's business as contracted herein.
Workers' Compensation Insurance
Part A: Statutory Limits
Part B: Employer's Liability
$100,000 each accident
$100,000 disease-each employee
$500,000 disease-policy limit
Note: Such insurance shall cover employees performing work on any and all
projects including but not limited to construction, demolition, and rehabilitation.
Developer or its contractors shall maintain coverages, if applicable. In the event
the respective contractors do not maintain coverage, Developer shall maintain the
coverage on such contractor, if applicable, for each applicable contract.
Additional Requirements.
Such insurance amounts shall be revised upward at City's reasonable option and no more
frequently than once every 12 months, and Developer shall revise such amounts within 30
days following notice to Developer of such requirements.
Developer will submit to City documentation that it has obtained insurance coverage and
has executed bonds as required in this Contract prior to payment of any monies provided
hereunder.
Where applicable, insurance policies required herein shall be endorsed to include City as
an additional insured as its interest may appear. Additional insured parties shall include
employees, officers, agents, and volunteers of City.
The Workers' Compensation Insurance policy shall be endorsed to include a waiver of
subrogation, also referred to as a waiver of rights of recovery, in favor of City.
Any failure on part of City to request certificate(s) of insurance shall not be construed as a
waiver of such requirement or as a waiver of the insurance requirements themselves.
Insurers of Developer's insurance policies shall be licensed to do business in the state of
Texas by the Department of Insurance or be otherwise eligible and authorized to do
business in the state of Texas. Insurers shall be acceptable to City insofar as their financial
strength and solvency and each such company shall have a current minimum A.M. Best
Key Rating Guide rating of A: VII or other equivalent insurance industry standard rating
otherwise approved by City.
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Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
Deductible limits on insurance policies shall not exceed $5,000 per occurrence unless
otherwise approved by City.
In the event there are any local, Federal or other regulatory insurance or bonding
requirements for the Project, and such requirements exceed those specified herein, the
former shall prevail.
Developer shall require its contractors to maintain applicable insurance coverages, limits,
and other requirements as those specified herein; and, Developer shall require its
contractors to provide Developer with certificate(s) of insurance documenting such
coverage. Also, Developer shall require its contractors to have City and Developer
endorsed as additional insurers (as their interest may appear) on their respective insurance
policies.
Developer shall require its general contractor to maintain builders risk insurance at the
value of the construction.
Notwithstanding any provision in this Contract to the contrary,when applicable, Developer
shall comply with the requirements of 2 CFR 200.310 and shall, at a minimum, provide the
equivalent insurance coverage for real property and equipment acquired or improved with
ARPA Funds as provided to any property owned by Developer.
19. Certification Regarding Lobbying.
The undersigned representative of Developer hereby certifies, to the best of his or
her knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on
behalfofDeveloper, to anyperson for influencing or attempting to influence
an officer or employee of any Developer, a member of Congress, an officer
or employee of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan,
the entering into of any cooperative agreement and the extension,
continuation, renewal, amendment, or modification of any Federal
contract, grant, loan or cooperative agreement.
If any funds other than federally appropriated funds have been paid or will
be paid to any person for influencing or attempting to influence an officer
or employee of any Developer, member of Congress in connection with this
Federal contract, grant, loan or cooperative agreement, Developer shall
complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.
This certification is a material representation of fact upon which reliance
was placed when this Contract was made or entered into. Submission of
this certificate is a prerequisite for making or entering into this Contract
ARPA CONSTRUCTION CONTRACT Page 39
Child Care Associates Rev. 8.30.22
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
imposed by 31 U.S.C. Section 1352. Any person who fails to file the
required certification shall be subject to a civil penalty of not less than
$10,000.00 and not more than $100,000.00 for each such failure.
Developer shall require that the language of this certification be included in all
subcontracts or agreements involving the expenditure of federal funds.
20. Litigation and Claims.
Developer shall give City immediate notice in writing of any action, including any
proceeding before an administrative Developer, filed against Developer in conjunction
with this Contract, the Required Improvements or the project. Developer shall furnish
immediately to City copies of all pertinent papers received by Developer with respect to
such action or claim. Developer shall provide a notice to City within 10 days upon filing
under any bankruptcy or financial insolvency provision of law.
21. Notice.
All notices required or permitted by this Contract must be in writing and shall be
effective upon receipt when (i) sent by United States mail with proper postage, certified
mail return receipt requested, or by a nationally recognized overnight delivery service; and
(ii) addressed to the other Party at the address set out below or at such other address as the
receiving Party designates by proper notice to the sending Party.
City:
Neighborhood Services Department
Attention: Assistant Director
200 Texas Street
Fort Worth, TX 76102
Telephone: 817-392-7540
Copy to:
City Attorney's Office
Attention: Jo Ann Gunn
200 Texas Street
Fort Worth, TX 76102
Telephone: 817-392-6259
Copy to:
Neighborhood Services Department
Attention: Project Coordinator
200 Texas Street
Fort Worth, TX 76102
Telephone: 817-392-6125
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Child Care Associates Rev. 8.30.22
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Developer:
Kara Waddell
President Chief Executive Officer
Child Care Associates
300 E. Belknap Street
Fort Worth, TX 76111
Telephone: 817-838-005 5
Kara.Waddell(LChildCareAssociates.org
Copy to:
Karanae Spradlin
Chief Financial Officer
Child Care Associates
300 E. Belknap Street
Fort Worth, TX 76111
Telephone: 817-831-4083
Karanae.SpradlinAChildCareAssociates.orb
22. DEVELOPER HAS LEGAL AUTHORITY TO ENTER INTO CONTRACT.
Developer represents that it possesses the legal authority, pursuant to any proper,
appropriate and official motion, resolution or action passed or taken, to enter into this
Contract and to perform the responsibilities herein required.
23. COUNTERPARTS.
This Contract may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
24. PROGRAM INCOME.
Parties agree that no program income as defined by HUD shall be earned as a
result of this contract.
25. PROHIBITION ON CONTRACTING WITH COMPANIES THAT
BOYCOTT ISRAEL.
If Developer has less than ten employees,this contract is for less than $100,000, or
Developer does not meet the definition of a"company"under the applicable section of the
Texas Government Code, this provision shall not apply. Developer acknowledges that in
accordance with Chapter 2270 of the Texas Government Code,the City is prohibited from
entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and(2)will not
boycott Israel during the term of the contract. The terms "boycott Israel" and "company"
shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this contract, Agency certifies that Agency's signature
ARPA CONSTRUCTION CONTRACT Page 41
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Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
provides written verification to the City that Developer: (1)does not boycott Israel; and(2)
will not boycott Israel during the term of the contract.
26. PROHIBITION ON BOYCOTTING ENERGY COMPANIES.
Developer acknowledges that in accordance with Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is
prohibited from entering into a contract for goods or services that has a value of$100,000
or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not boycott energy companies; and(2)will not boycott
energy companies during the term of the contract. The terms "boycott energy company"
and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that
Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Agency certifies that Agency's signature provides written verification to the
City that Agency: (1) does not boycott energy companies; and (2)will not boycott energy
companies during the term of this Agreement.
27. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND
AMMUNITION INDUSTRIES.
Developer acknowledges that except as otherwise provided by Chapter 2274 of
the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1,the City
is prohibited from entering into a contract for goods or services that has a value of$100,000
or more that is to be paid wholly or partly from public funds of the City with a company
with 10 or more full-time employees unless the contract contains a written verification
from the company that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not
discriminate during the term of the contract against a firearm entity or firearm trade
association. The terms "discriminate," "firearm entity" and "firearm trade association"
have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,
as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of
the Government Code is applicable to this Agreement, by signing this Agreement,
Developer certifies that Developer's signature provides written verification to the City that
Developer: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and(2)will not discriminate against a
firearm entity or firearm trade association during the term of this Contract.
28. ELECTRONIC SIGNATURES.
This Agreement may be executed by electronic signature,which will be considered
as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and
transmitted versions (e.g. via pdf file or facsimile transmission)of an original signature, or
signatures electronically inserted via software such as Adobe Sign.
ARPA CONSTRUCTION CONTRACT Page 42
Child Care Associates Rev.8.30.22
Gwendolyn C.Gragg Child Development Facility Rehabilitation Project
29. REVIEW OF COUNSEL.
The Parties acknowledge that each Party and its counsel have reviewed and revised
this Contract and that the normal rules of construction to the effect that any ambiguities are
to be resolved against the drafting party shall not be employed in the interpretation of this
Contract or any of the exhibits attached hereto.
30. IMMIGRATION NATIONALITY ACT.
Developer shall verify the identity and employment eligibility of its employees who
perform work under this Contract, including completing the Employment Eligibility
Verification Form (I-9). Upon request by Lender, Developer shall provide Lender with
copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this Contract. Developer shall adhere to all Federal and State laws
as well as establish appropriate procedures and controls so that no services will be
performed by any Developer employee who is not legally eligible to perform such services.
DEVELOPER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHALL
INDEMNIFY LENDER AND HOLD LENDER HARMLESS FROM ANY
PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY DEVELOPER, DEVELOPER'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. Lender, upon written notice to
Developer, shall have the right to immediately terminate this Contract for violations of this
provision by Developer.
[SIGNATURES APPEAR ON NEXT PAGE]
ARPA CONSTRUCTION CONTRACT Page 43
Child Care Associates Rev.8.30.22
Gwendolyn C.Gragg Child Development Facility Rehabilitation Project
[Executed effective as of the date signed by the Assistant City Manager below.] /
[ACCEPTED AND AGREED:]
City: DEVELOPER:
By: By: Kara Waddell(Nov 9,2022 la:la CST}
Name: Fernando Costa Name: Kara Waddell
Title: Assistant City Manager Title: Chief Executive Officer
Date: Date:
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended: Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
By: ensuring all performance and reporting
Name: Victor T. Turner requirements.
Title: Director,Neighborhood Services
Department
+U,
fly-
By: Chad LaVoque(Nov 10,2022 09:59 CST)
Approved as to Form and Legality: Name: Chad LaRoque
Title: Housing Development and Grants
Manager oaq?FORrn�a
oo a
By: Jo Gun Nov 6,202215:31 CST) A/�o �'o
Name: Jo Ann Gunn City Secretary: Pv o o
o
d
Title: Assistant City Attorney Pa o�`d
I-�- a^�n`FXAA�5�4aa
Contract Authorization: By: Jannette S.Goodall(No 16,202216:31 CST)
M&C: M&C 22-0685 Name: Jannette S. Goodall
Title: City Secretary
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
ARPA CONSTRUCTION CONTRACT Page 44
Child Care Associates Rev. 8.30.22
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
EXHIBITS:
Exhibit"A"—Project Summary and Scope of Work
Exhibit"B"—Budget
Exhibit"B-1"—Development Budget
Exhibit"C"—Construction and Reimbursement Schedule
Exhibit"D"—Audit Certification Form
Exhibit"E"—Loan Documents
Exhibit"F"—Reimbursement Forms
Exhibit"G"—Documentation of ARPA Requirements
Exhibit"H"—
Exhibit"I"—
Exhibit"I-1"—
Exhibit"J"—Standards for Complete Documentation
Exhibit"K" - Services Performed
Exhibit"L"—
Exhibit"M"—Report of Program Income
Exhibit"N"—
ARPA CONSTRUCTION CONTRACT Page 45
Child Care Associates Rev. 8.30.22
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
EXHIBIT "A"
PROJECT SUMMARY AND SCOPE OF WORK
CHILD CARE ASSOCIATES
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
DESCRIPTION:
Developer will use ARPA funds for costs associated with the rehabilitation of the Gwendolyn C.
Gragg Child Development Facility ("Child Development Facility"). The scope of work will
include, but is not limited to, the addition of child care space, addition of restrooms, replacement
of single pane windows with energy efficient windows, roof repairs, addition of gutter drains,
replacement of flooring and rubber base, interior and exterior ADA accessibility improvements,
replacement of water heaters, replacement or upgrade of existing fire alarm/suppression,
mechanical, electrical, lighting and plumbing fixtures and systems. These items are necessary and
were identified as items that need to be addressed for the safety and longevity of the building. The
operational capacity of the Child Development Facility after the rehabilitation funded through this
Contract is expected to be up to 106 unduplicated children per year receiving subsidized child care
services, which is an increase of 24 children.
Developer shall notify City if it substantially changes or modifies Program services of the Child
Development Facility to enable City to determine if such changes affect the ARPA Requirements,
the City Requirements, or other requirements of the ARPA Regulations. Developer further agrees
that it will notify City of any other services that it offers on a regular basis to clients using the
Child Development Facility in order to determine if such services are eligible for low to moderate
income Clients using those additional services and to determine if the additional services can be
counted towards the ARPA Requirements,the City Requirements or other applicable requirements
of the ARPA Regulations.
The Child Development Facility is located at 2400 E. 1st Street, Fort Worth, TX 76111.
Developer will be entitled to make Reimbursement Requests until 30 days after the Completion
Deadline.
PROJECT OBJECTIVES:
Developer will rehabilitate the Child Development Facility to make improvements and expand the
child care room to allow up to an additional 24 0-3 year old children and increase children served
by their Early Head Start Program. The Child Development Facility will continue to provide child
care services in a safe and secure environment for children.
SPECIFIC PURPOSE:
The purpose of the project is to rehabilitate the existing Child Development Facility to address
outdated conditions, ensure the safety of program participants, and increase the longevity of the
building so that child care can continued to be provided to low-to moderate-income families into
the future.
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 1
Child Care Associates Rev. 10.19.22
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
EXHIBIT `B"
BUDGET
CHILD CARE ASSOCIATES
SOURCES AND USES
Project: Rehabilitation of Gwendolyn C. Gragg Child Development Facility
Source No. Funding Priority of CDBG Loan ARPA Loan Construction Financing
Description Lien Funds Funds Rehab Amount Participants
1 CDBG Loan 1 st $500,000.00 $500,000.00 City of Fort Worth
American
2 Rescue Plan 2na
Act Funds $2,000,000.00 $2,000,000.00 City of Fort Worth
ARPA Funds
CCA Child Care
3 Resources/ 3rd $218,777.00 Associates
Donations
TOTAL
SOURCES OF $500,000.00 $2,000,000.00
FUNDS
TOTAL USES
OF FUNDS $2,718,770.00
ARPA FUNDS BUDGET
Construction Costs for Rehabilitation of the $2,000,000.00
Child Development Facility
TOTAL $2,000,000.00
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 2
Child Care Associates Rev. 10.19.22
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
EXHIBIT ®13-1®
DEVELOPMENT BUDGET
CHILD EA#£ ASSOCIATES
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ARPA CONSTRUCTION CONTRACT—FXMTTS Page]
Child C_Associates Rev.lml922
Gwendolyn C. Grq&CQm Development Facility Rehabilitation Project
EXHIBIT "C"
CONSTRUCTION AND REIMBURSEMENT SCHEDULE
CHILD CARE ASSOCIATES
Activity ARPA Funds
Total Costs for Rehabilitation of the Child $2,000,000.00
Development Facility
• Contract signed
• Procurement for Architectural &
PHASE I Engineering*
COMPLETED by: • Architectural & Engineering Fees $250,000.00
January 31,2023 *Contractor/subcontractor/vendor searches under
the Federal System for Award Management
(www.sam.gov)must be submitted prior to any
reimbursement under the Phase.
Construction/Rehabilitation of the Child
Development Facility:
• Procurement for Construction
PHASE II Contractor*
COMPLETED BY: • Construction Costs $500,000.00
June 30, 2023 • 25%Completion of Project
*Contractor/subcontractor/vendor searches under
the Federal System for Award Management
(www.sam.szov)must be submitted prior to any
reimbursement under the Phase.
Construction/Rehabilitation of the Child
Development Facility:
PHASE III • Construction Costs
COMPLETED BY: • 50%Completion of Project $500,000.00
January 31,2024 *Contractorlsubcontractorlvendor searches under
the Federal System for Award Management
(www.sam.gov)must be submitted prior to any
reimbursement under the Phase.
Construction/Rehabilitation of the Child
Development Facility:
PHASE IV • Construction Costs
COMPLETED BY: • 75%Completion of Project $500,000.00
June 30, 2024 *Contractorlsubcontractorlvendor searches under
the Federal System for Award Management
(www.sam.gov)must be submitted prior to any
reimbursement under the Phase.
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 4
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Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
Completion/Close Out of the Child
Development Facility:
• Construction Costs
PHASE V • 100%Complete of Project
FINAL PAYMENT • Punch List/Final Inspections by
COMPLETED BY: Neighborhood Services Department $250,000.00
September 30, 2024 Inspectors
• Rehabilitation Completed
• Final Reimbursement Forms to
include Section 3 Report per CBDG
contract Section 10 and 14.11.3
TOTAL ARPA FUNDS $2,000,000.00
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 5
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Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
EXHIBIT "D"
AUDIT REQUIREMENTS
CHILD CARE ASSOCIATES
CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT
AUDIT REQUIREMENTS
Organizations expending $750,000 or more in federal awards (from City of Fort Worth and other
funding sources) during their fiscal years shall obtain either an annual single audit or a program
specific audit. Organizations may have a program specific audit in accordance with OMB
Circular A-133, or other standard set forth in the Contract if applicable, if they expended funds
for only one federal program as listed in the Catalog of Federal Domestic Assistance
("CFDA"). If funds are spent for more than one federal program, a single audit is required.
The audited time period is the organization's fiscal year, and not the City of Fort Worth's
funding period.
The audit shall be conducted by a certified public accountant("CPA")that is licensed at the time
of the audit by the appropriate regulatory body. The CPA shall meet all of the general
standards concerning qualifications, independence, due professional care and quality control
as required by Government Auditing Standards, including the requirements for continuing
professional education and external peer reviews. Auditor selection must adhere to federal
procurement requirements.
A separate supplementary schedule of revenues, expenditures and changes in fund balance
for each City of Fort Worth contract is no longer required. The Schedule of Expenditures of
Federal Awards should list City of Fort Worth 's contract numbers, the total expended for
each individual federal program, and the CFDA number (OMB A-133 § .310).
The independent auditor's report should include all of the relevant items listed on the "Audit
Report Checklist." Additional guidance on the conduct and reporting of these audits is contained
in the latest issuance of the following publications:
Government Auditing Standards issued by the Comptroller General of the United States, 2003
OMB Circular A-133 as revised 6/30/97 and amended June 2003
OMB Circular A-133 Compliance Supplement
AICPA's Statement of Position 98-3, "Audits of States, Local Governments, and Not-for-Profit
Organizations Receiving Federal Awards"
Various AICPA audit guides for nonprofits, colleges and universities and health and welfare
organizations
AICPA's Audit Risk Alert "State and Local Governmental Developments"
GovernmentAuditing Standards by the Texas Department ofHousing and Community Affairs for
Properties Receiving Low Income Housing Tax Credits
All organizations that receive a City of Fort Worth award must submit the provided Audit
Certification Form which certifies whether you are subject to a single/program audit.
Organizations receiving federal awards from the City of Fort Worth who are not required to
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 6
Child Care Associates Rev. 10.19.22
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
have an audit shall certify in writing to the agency. The organization's Chief Executive
Officer or Chief Financial Officer shall make the certification within 60 days of the end of
the organization's fiscal year in the year that the project was completed.
The following items should be submitted to the City of Fort Worth Internal Audit Department
within the required timeframe:
Due 60 days after organization's fiscal year end in the year that the project was completed: (required for
all subrecipients).
Completed Audit Certification Form
Due within the earlier of 30 days after receipt of the auditor's report or nine months after the end of
the audit period.
Two copies of the entire audit report issued by the CPA
Two copies of any management letter issued by the CPA in conjunction with the audit report
Two copies of management's comments on all findings, recommendations, and
questioned costs contained in the audit report and management letter, including
a detailed corrective action plan
Failure to submit any of these items by the required due date may result in holds on current
draw requests, suspension of the organization's contract(s) and eligibility for future funding.
If the organization does not meet the requirements of having a single/program audit
conducted, records must still be kept available for review or audit by City staff (OMB A-133
Subpart B See 200(d).
If additional information is needed concerning the audit requirements, please call (817) 392-
6141.
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 7
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Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
CITY OF FORT WORTH
NEIGHBORHOOD SERVICES DEPARTMENT
SINGLE AUDIT REPORT CHECKLIST
The Department developed this checklist to help organizations improve the quality and
completeness of audit reports.
❑ General Purpose or Basic Financial Statements of the Organization Opinion/Report on
Organization's Financial Statements in accordance with Government Auditing Standards
❑ Notes to the General Purpose or Basic Financial Statements of the Organization
❑ Opinion/Report on Schedule of Expenditures of Federal and State Awards
❑ All reports are signed and dated by the auditor
❑ Two copies of the audit reports are submitted
❑ Two copies of the management letter, if issued in conjunction with the audit report. Two
copies of comments by management concerning all findings and recommendations
included in management letter, including a corrective action plan.
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 8
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Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
CITY OF FORT WORTH NEIGHBORHOOD SERVICES DEPARTMENT
Audit Certification Form
Subrecipient: Fiscal Year Ending: 1 /
Month Day Year
❑ We have exceeded the federal expenditure threshold of$750,000. We will have our Single Audit or
Program Specific Audit completed and will submit the audit report within nine(9)months after the end of
the audited fiscal year.
❑ We did not exceed the $750,000 federal expenditure threshold required for a Single Audit or a
Program Specific Audit to be performed this fiscal year. (Fill out schedule below)
Must be filled out if Single Audit or Program Audit is not required.-
Federal Expenditure Disclosure
Federal Funds
Pass Through Program Name& Contract
Federal Grantor Grantor CFDA Number Number Expenditures
Total Federal Expenditures for this Fiscal Year $
Printed Name Title(Must be CFO,CEO or equivalent)
Authorized Signature(Must be CFO,CEO or equivalent) Phone Number Date
Failure to submit this or a similar statement or failure to submit a completed single audit package as
described in the audit requirements by the required due date will result in suspension of funding and will
affect eligibility for future funding.
Suhmit this forth to the City of Fort Worth Neighborhood Services Department within 60 days after the end of your fiscal year.
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 9
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EXHIBIT "E"
LOAN DOCUMENTS
CHILD CARE ASSOCIATES
To be added at a later date
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 10
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EXHIBIT "F"
REIMBURSEMENT FORMS
CHILD CARE ASSOCIATES
ARPA INVOICE
Developer: Child Care Associates
Address: 300 E. Belknap Street
City, State,Zip: Fort Worth,TX 76111
Project: Rehabilitation of the Gwendolyn C. Gragg Child Development Facility
Tax ID NO.:
Amount
This Invoice Cumulative to Date
Developer's Certification: I certify that the costs incurred are valid and consistent with the terms and conditions
of the Contract between City and Developer. By signing this invoice, I certify that to the best of my knowledge
and belief the data included in this report is true and accurate. It is acknowledged that the provision of false
information could leave the certifying official subject to the penalties of federal, state, and local law.
Signature and Date:
Name:
Title:
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 11
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Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
Attachment II
City of Fort Worth
Neighborhood Services Department
ARPA Expenditure Worksheet
Agency: Child Care Associates
Program: Rehabilitation of
the Gwendolyn C. Gragg Child Development
Facility
Check
Line No. No. Date Payee Description Account Code Amount
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
TOTAL
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 12
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Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
EXHIBIT "G"
DOCUMENTATION OF ARPA REQUIREMENTS
CHILD CARE ASSOCIATES
Capitalized terms not defined in this Exhibit shall have meanings assigned to them in the Contract.
ARPA REQUIREMENTS:
During Term of Contract:
Developer will use the ARPA Funds to rehabilitate the Child Development Facility located at 2400
E. 1st Street, Fort Worth, TX 76111 in order to provide safe, quality, accessible and affordable
child care services in the City of Fort Worth. Developer will spend ARPA funds on eligible costs
of the rehabilitation of the Child Development Facility.
During Term of Performance Period:
In consideration of the ARPA Funds provided through this Contract, Developer agrees to provide
the following information and meet the following requirements for clients served in the Child
Development Facility:
• Submit the Annual Report certifying that Developer:
o Owns and operates child care services at the Gwendolyn C. Gragg Child
Development Facility located at 2400 1st Street, Fort Worth, TX.
o Offers subsidized child care services to low and moderate income individuals and
families.
• Annual reports are due as follows during the Performance Period:
o January 1, 2025 (Date of Completion-December 31, 2024)report due January 15
o January 1, 2026 (January 1, 2025-December 31, 2025) report due January 15
o January 1, 2027 (January 1, 2026-December 31, 2026) report due January 15
o January 1, 2028 (January 1, 2027-December 31, 2027) report due January 15
o January 1, 2029 (January 1, 2028-December 31, 2028) report due January 15
• In order to ensure compliance with the ARPA Requirements, Developer's staff must be
provided with a copy of this Contract and a relevant ARPA guidance.
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 13
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Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
FORTWORTH. City of Fort Worth
Annual Report
ARPA Agreement for Child Care Associates
I. PROJECT INFORMATION
Project Owner: Child Care Associates
Project Name: Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
Project Contact: Title:
Telephone: Email:
Project Address:
Owner Address:
If different Project Address
Construction Start Date: Completion Date:
Date of Certificate of Occupancy or final City `pass inspection'report:
IL REPORT INFORMATION
The following information relates to the following dates:
❑ January 1, 2025 (Date of Completion-December 31, 2024)report due January 15
❑ January 1, 2026(January 1, 2025-December 31, 2025)report due January 15
❑ January 1, 2027(January 1, 2026-December 31, 2026)report due January 15
❑ January 1, 2029 (January 1, 2027-December 31, 2027)report due January 15
❑ January 1, 2029(January 1, 2029-December 31, 2029)report due January 15
III. CERTIFICATION
In connection with the ARPA Contract for the Annual Report, between the City of Fort Worth and Child Care
Associates, we confirm, to the best of our knowledge and belief, the following representations made to the City of
Fort Worth:
• Child Care Associates owns and operates child care services at the Gwendolyn C. Gragg Child Development
Facility located at 2400 lst Street,Fort Worth, TX.
• Child Care Associates offers subsidized child care services to low and moderate income individuals and
families.
Name of Responsible Person. Phone:
Title: Fax:
Signature of Responsible Person: Date:
In order to remain in compliance with the annual report. You must complete and submit the report by the due date of January 15.
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 14
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EXHIBIT "H"
FEDERAL LABOR STANDARDS PROVISIONS—DAVIS-BACON
REQUIREMENTS
Not Applicable
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EXHIBIT "I"
SECTION 3 REPORTING FORMS
CHILD CARE ASSOCIATES
SECTION 3 BUSINESS CERTIFICATION
SECTION 3 SUMMARY REPORT (Form HUD-60002)
Not Applicable
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 16
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EXHIBIT 44I-1"
SECTION 3 Project Service Area Map
CHILD CARE ASSOCIATES
Not Applicable
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EXHIBIT "J"
STANDARDS FOR COMPLETE DOCUMENTATION
CHILD CARE ASSOCIATES
FORT WORM,
Standard of Documentation for Reimbursement of Development Costs
Cost Type Documentation Standard
Acquisition of Real Property • Notice to Seller(date must be on or before the date of options agreement
or sales contract and signed by the buyer and seller)
• Recorded Deed of Trust
• Purchase Agreement w/Required HUD language
• Master Settlement Statement/HUD-1
• Appraisal or other document used to determine purchase price
• Proof of Payment(bank statement/cancelled check)
• Verification of Vacant Status(as applicable)
Pre-development and Soft • Invoice
Costs(Architect,Engineer, - Invoice should include:
Landscape Design,Surveys, date;
Appraisals,Environmental,Legal company's letterhead,-
Fees,Other Consultants,Etc.) address for which service is provided;
description of service(s)and item(s);
amount for itemized services;and
total amount
• Proof of Payment(ie.bank statement or cancelled check)
• Fully executed contract/service agreements/letter agreement and
applicable amendments
- Provide printout from www.sam.gov verifying
contractor/subcontractor is not listed on the debarred and
suspension list
• If only a portion is being paid with City funds,then show calculation and
documentation of how costs are allocated.
Construction Costs(Contractors& • Invoice
Subcontractors) - Invoice should include:
date;
company's letterhead;
address for which service is provided;
description of service(s)and item(s),
amount for itemized services;and
total amount
• Proof of Payment(i.e.bank statement or cancelled check)
• Copy of applicable inspection report(s)conducted by HED Inspector
• Copy of executed agreements
- Provide printout from www.sam.gov verifying
contractor/subcontractors are not listed on the debarred and
suspension list
Neighborhood Services
FINAL as of 4/26/2016 Page 1
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 18
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FORT WORTH.
Standard of Documentation for Reimbursement of Development Costs
Construction Costs(Contractors& . if only a portion is being paid with City funds,then show calculation of
Subcontractors) how costs are allocated.
(continued) • For payment of final retainage for the prime contractor,lien waivers for
the prime and all subcontractors.
List of subcontractors
Materials Purchased Directly by . Invoice
Developer(if applicable) - Invoice should include:
date;
company's letterhead;
address where materials will be used,-
description of service(s)and item(s);
cost by quantity;and
total amount
Proof of Payment(i.e.bank statement or cancelled check)
Verification of Delivery
Developer Fee • Final Invoice Reflecting Total Development Cost
(if paid directly from HOME funds) . Proof of payment for any other entity/funding source contributing to
development costs.
Show calculation of agreed upon developer fee percentage
Copies of final lien releases from contractor/subcontractor
• Complete Documentation income eligibility of buyers/renters(i.e.income
docs for eligible homebuyer/tenants,sales contract between
developer/homebuyer,HAP Deed of Trust w/required affordability period
language,etc.)
• Lease documents
Final inspections of completed units
Neighborhood Services
FINAL as of 4/26/2016 Page 2
ARPA CONSTRUCTION CONTRACT—EXHIBITS Page 19
Child Care Associates Rev. 10.19.22
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
EXHIBIT "K"
SERVICES PERFORMED
CHILD CARE ASSOCIATES
SERVICES TO BE PROVIDED BY DEVELOPER AT THE GWENDOLYN C. GRAGG
CHILD DEVELOPMENT FACILITY:
Developer will provide the following services during the Performance Period: child care services.
Developer shall notify City if it substantially changes or modifies its Program services at the
Child Development Facility to enable City to determine if such changes affect the ARPA
Requirements or other requirements of the ARPA Regulations. Developer further agrees that it
will notify City of any other services that it offers on a regular basis to clients at the Child
Development Facility in order to determine if such services are eligible for Income Eligible
Clients using those additional services and to determine if the additional services can be counted
towards the ARPA Requirements, the City Requirements or other applicable requirements of
the ARPA Regulations.
Developer agrees to provide to City on request any reports, audits or similar documents that it has
received during the Performance Period from any state or federal agency having regulatory
authority over the Program or any other services offered by Developer in the Child Development
Facility.
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Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
EXHIBIT 44V
MBE REPORTING FORM (HUD2516)
CHILD CARE ASSOCIATES
Excel Spreadsheet to be provided.
Not Applicable
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Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
EXHIBIT "M"
REPORT OF PROGRAM INCOME
CHILD CARE ASSOCIATES
Report of Program Income
Program Income- Income generated from the use of the building must be reported yearly to the City of Fort Worth.
Please indicate the date the income was received,the source of the income(i.e.-rental fee for outside organization event,sales from
vending machines,cost for services provided in the building,etc..f
Date Source of Income Amount
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Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
EXHIBIT "N"
FORMS OF INCOME SELF-CERTIFICATION
CHILD CARE ASSOCIATES
Not Applicable
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Child Care Associates Rev. 10.19.22
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project
PROMISSORY NOTE
Date: November 2022
Borrower: Child Care Associates, a Texas nonprofit corporation
Borrower's Mailing Address:
Child Care Associates
300 E. Belknap
Fort Worth, TX 76111
Attention: Kara Waddell, CEO
With a copy to:
Karanae Spradlin, Finance
Child Care Associates
300 E. Belknap
Fort Worth, TX 76111
Lender: City of Fort Worth, Texas, a Texas municipal corporation
Place for Payment:
CIO Assistant Director of Neighborhood Services Department
200 Texas St.
Fort Worth, Tarrant County, TX 76102
or at any other place that Lender may designate in writing
Principal Amount: $2,000,000.00
Loan Authority:
The loan evidenced by this Note (the "Loan")is being made pursuant to grant monies from
the United States Department of the Treasury ("Treasury") under Section 603(c)(1)(A) of
Title VI of the Social Security Act with Non-Revenue Recovery Funds for the
rehabilitation of the Gwendolyn C. Gragg Child Development Facility, as more fully
described in Contract No. between Grantor and Lender.
Annual Interest Rate: 0%
Maturity Date: as described in City Secretary Contract No between Borrower and
Lender for the ARPA funds (the "Contract").
Annual Interest Rate on Matured, Unpaid Amounts: 6%
Terms of Payment(principal and interest):
Capitalized terms not defined herein shall have meanings assigned to them in the Contract.
PROMISSORY NOTE—ARPA FUNDS Page 1
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The Principal Amount is a forgivable deferred payment loan. Payment of the Principal
Amount will only be required if Borrower does not comply with the terms of the Contract,
the requirements of the ARPA Regulations, or the terms of this Note and any instrument
evidencing or securing the Loan (collectively, the "Loan Documents").
This Note is the Note required in the Contract and has been executed and delivered in
accordance with its terms. The funds advanced by Lender are ARPA funds and the
Contract requires that the funds be used to rehabilitate the Gwendolyn C. Gragg Child
Development Facility("Child Development Facility") and that the services provided at the
Child Development Facility must provide child care services to children ages 0-5 years for
the 5-year Performance Period, as more particularly defined in the Contract.
Borrower shall fulfill the following ARPA Requirements as more particularly described in
the Contract:
1. Rehabilitate the Child Development Facility to provide safe, quality accessible,
and affordable child care services as defined in the ARPA Construction
Contract.
2. During the Performance Period,
a. operate the Child Development Facility to provide child care services;
b. maintain a cumulative list of all Unduplicated Clients provided services by
Borrower
; and
c. comply with all applicable provisions of the ARPA Regulations and the
Contract.
The Loan evidenced by this Note and the obligations described in the Contract pertaining
to the ARPA Regulations will be in default and the Principal Amount and any other sums
due hereunder may be declared immediately payable if the Child Development Facility
located on the Property does operate as a child care facility for children aged 0-5 years and
fulfill the ARPA Requirements and all other requirements in the Contract during the 5-year
Performance Period, all as more particularly described in the Contract. In the event of such
default, Lender may invoke any remedies provided in the Contract or the Deed of Trust for
default.
Upon the expiration of the Performance Period and complete performance of the
obligations described in the Contract and the terms and conditions of the Loan Documents,
the Loan will be forgiven.
Security for Payment:
This Note is secured by a Deed of Trust of even date from Borrower to Jo Ann Gunn
Trustee, or Denis McElroy, Trustee, which covers the following real property:
PROMISSORY NOTE—ARPA FUNDS Page 2
Child Care Associates
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Tract 1, Lots 2R and 3R, F.A. HIGHTOWER SUBDIVISION, an Addition to the City of
Fort Worth, Tarrant County, Texas, according to Plat recorded in Volume 388-204, Page
5, Deed Records of Tarrant County, Texas; Tract 2, Lot 7, DAVIS EVANS ADDITION to
the City of Fort Worth, Tarrant County, Texas, according to Plat recorded in Volume 310,
Page 76, Deed Records of Tarrant County, Texas, incorporated herein by reference for all
purposes. Commonly known as 2400 E. I't Street, Fort Worth TX 76111 (the "Property").
Other Security for Payment: None
If the Principal Amount is not forgiven, Borrower promises to pay to the order of Lender
the Principal Amount. In that event, this Note is payable at the Place for Payment and according
to the Terms of Payment. All unpaid amounts are due by the Maturity Date. After maturity,
Borrower promises to pay any unpaid principal balance plus interest at the Annual Interest Rate
on Matured, Unpaid Amounts.
If Borrower defaults in the payment of this Note or in the performance of its obligations
under the Contract or the ARPA Regulations or any other obligation in any instrument securing or
collateral to this Note, Lender may declare the unpaid principal balance, earned interest, and any
other amounts owed on the Note immediately due and payable. Borrower and each surety,
endorser, and guarantor waive all demand for payment, presentation for payment, notice of
intention to accelerate maturity, notice of acceleration of maturity, protest, and notice of protest,
to the extent permitted by law.
Notwithstanding anything to the contrary, if a monetary event of default occurs under the
terms of any of the Loan Documents, prior to exercising any remedies Lender shall give Borrower
written notice of such default. Borrower shall have a period of 7 days after such notice is given within
which to cure the default prior to exercise of remedies by Lender under the Loan Documents.
Notwithstanding anything to the contrary, if a non-monetary event of default occurs under the terms
of any of the Loan Documents, prior to exercising any remedies, Lender shall give Borrower written
notice of such default. If the default is reasonably capable of being cured within 30 days, Borrower
shall have such period to effect a cure prior to exercise of remedies by Lender under the Loan
Documents. If the default is such that it is not reasonably capable of being cured within 30 days, and
if Borrower (i) initiates corrective action within said period, and (ii) diligently, continually, and in
good faith works to effect a cure as soon as possible, then Borrower shall have such additional time
as is reasonably necessary to cure the default prior to exercise of any remedies by Lender. In no event
shall Lender be precluded from exercising remedies if its security becomes or is about to become
materially jeopardized by any failure to cure a default or the default is not cured within 180 days after
the first notice of default is given.
Borrower also promises to pay reasonable attorney's fees and court and other costs if this
Note is placed in the hands of an attorney to collect or enforce the Note. These expenses will bear
interest from the date of advance at the Annual Interest Rate on Matured, Unpaid Amounts.
Borrower will pay Lender these expenses and interest on demand at the Place for Payment. These
expenses and interest will become part of the debt evidenced by the Note and will be secured by
any security for payment.
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Interest on the debt evidenced by this Note will not exceed the maximum rate or amount
of non-usurious interest that may be contracted for, taken, reserved, charged, or received under
law. Any interest in excess of that maximum amount will be credited on the Principal Amount or,
if the Principal Amount has been paid, refunded. On any acceleration or required or permitted
prepayment, any excess interest will be canceled automatically as of the acceleration or
prepayment or, if the excess interest has already been paid, credited on the Principal Amount or,
if the Principal Amount has been paid, refunded. This provision overrides any conflicting
provisions in this Note and all other instruments concerning the debt.
Each Borrower is responsible for all obligations represented by this Note.
When the context requires, singular nouns and pronouns include the plural.
The indebtedness evidenced by this Note is and shall be subject and subordinate in all
respects to the liens,terms, covenants and conditions of the Community Development Block Grant
Deed of Trust dated <enter> made by Grantor and payable to the City of Fort Worth ("Senior
Lender") evidencing the indebtedness arising from the loan by Senior Lender to Grantor ( the
"Senior Indebtedness"). The Deed of Trust securing this Note is and shall be subject .and
subordinate in all respects to the liens, terms, covenants and conditions of the loan documents
evidencing the Senior Indebtedness ("Senior Loan Documents").
Subject the terms of the Senior Loan Documents, if default occurs in payment of any part
of principal or interest of the Senior Indebtedness, or in observance of any covenants contained in
the Senior Loan Documents, the entire debt evidenced by this Note will immediately become
payable at the option of Lender.
The execution and delivery of this Note are required under the Contract.
If any provision of this Note conflicts with any provision of the Contract,the Deed of Trust
or any other document evidencing the same transaction between Lender and Borrower, the
provisions of the Contract will govern to the extent of the conflict.
This Note will be construed under the laws of the state of Texas without regard to
choice-of-law rules of any jurisdiction.
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THE CONTRACT, THE NOTE AND THE DEED OF TRUST CONSTITUTE THE
FINAL AGREEMENT OF THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
CHILD CARE ASSOCIATES
Kara Waddell(Nov 9,202218:18 CST)
Kara Waddell, Chief Executive Officer
PROMISSORY NOTE—ARPA FUNDS Page 5
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NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS
AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN
THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER.
Deed of Trust
Security Agreement - Financing Statement
ARPA Funds
Terms
Date: November 2022
Grantor: Child Care Associates, a Texas non-profit corporation
Grantor's Mailing Address:
Child Care Associates
300 E. Belknap
Fort Worth, TX 76111
Attention: Kara Waddell, CEO
With a copy to:
Child Care Associates
300 E. Belknap
Fort Worth, TX 76111
Attention: Karanae Spradlin, Finance
Trustee: Jo Ann Gunn or Denis McElroy
Trustee's Mailing Address:
City Attorney's Office
City of Fort Worth
200 Texas St.
Fort Worth, TX 76102
Tarrant County
Lender: City of Fort Worth, a Texas municipal corporation
DEED OF TRUST—ARPA FUNDS Page 1
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Lender's Mailing Address:
City of Fort Worth
Neighborhood Services Department
Attention: Assistant Director
200 Texas Street
Fort Worth, Texas 76102
Tarrant County
Loan Authority:
The loan evidenced by this Deed of Trust (the "Loan") is being made pursuant to
grant monies from the United States Department of the Treasury ("Treasury")
under Section 603(c)(1)(A) of Title VI of the Social Security Act with Non-
Revenue Recovery Funds for the rehabilitation of the Gwendolyn C. Gragg Child
Development Facility, as more fully described in Contract No. between
Grantor and Lender.
Obligations
Note
Date: November 12022
Original Principal Amount: $2,000,000.00
Borrower: Child Care Associates
Lender: City of Fort Worth
Terms of Payment: As provided in the Note
Maturity Date: As described therein and in the Contract (as defined
below)
In addition, Obligations shall include compliance by Grantor with the ARPA
requirements more particularly described in Section F. below.
Property (including any improvements):
Tract 1, Lots 2R and 3R, F.A. HIGHTOWER SUBDIVISION, an Addition to the
City of Fort Worth, Tarrant County, Texas, according to Plat recorded in Volume
388-204, Page 5, Deed Records of Tarrant County, Texas; Tract 2, Lot 7, DAVIS
EVANS ADDITION to the City of Fort Worth, Tarrant County, Texas, according
to Plat recorded in Volume 310, Page 76, Deed Records of Tarrant County, Texas,
incorporated herein by reference for all purposes commonly known as 2400 E. Ist
Street, Fort Worth TX 76111.
Together with the following personal property:
All fixtures, supplies, building materials, and other goods of every nature
now or hereafter located, used, or intended to be located or used on the
Property;
All plans and specifications for development of or construction of
improvements on the Property;
All contracts and subcontracts relating to the construction of improvements
on the Property;
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All accounts, contract rights, instruments, documents, general intangibles,
and chattel paper arising from or by virtue of any transactions relating to
the Property;
All permits, licenses, franchises, certificates, and other rights and privileges
obtained in connection with the Property;
All proceeds payable or to be payable under each policy of insurance
relating to the Property; and
All products and proceeds of the foregoing.
Notwithstanding any other provision in this Deed of Trust,the term"Property" does
not include personal effects used primarily for personal, family, or household
purposes.
In addition to creating a deed-of-trust lien on the Property described, Grantor also
grants to Lender a security interest in all of the above-described personal property
pursuant to and to the extent permitted by the Texas Uniform Commercial Code.
Prior Liens:
The lien created by this Deed of Trust is and shall be subject and subordinate in all
respects to the liens,terms, covenants and conditions of the Community Development
Block Grant Deed of Trust dated <enter>made by Grantor and payable to the City of
Fort Worth ("Senior Lender") evidencing the indebtedness arising from the loan by
Senior Lender to Grantor(the"Senior Indebtedness"). This Deed of Trust is and shall
be subject and subordinate in all respects to the liens,terms, covenants and conditions
of the loan documents evidencing the Senior Indebtedness ("Senior Loan
Documents").
Subject the terms of the Senior Loan Documents, if default occurs in payment of
any part of principal or interest of the Senior Indebtedness, or in observance of any
covenants contained in the Senior Loan Documents,the entire debt secured by this
Deed of Trust will immediately become payable at the option of Lender.
Other Exceptions to Conveyance and Warranty:
Validly existing easements,rights of way, and prescriptive rights,whether of record
or not; all presently recorded and validly existing restrictions, reservations,
covenants, conditions, oil and gas leases, mineral interests, and water interest
outstanding in persons other than Grantor, and other instruments, other than
conveyances of the surface fee estate,that affect the Property;validly existing rights
of adjoining owners in any walls and fences situated on a common boundary; any
discrepancies, conflicts or shortages in area or boundary lines; any encroachments
or overlapping of improvements.
For value received and to secure performance of the Obligations, Grantor conveys
the Property to Trustee in trust. Grantor warrants and agrees to defend the title to the
Property, subject to the Other Exceptions to Conveyance and Warranty. On performance
of the Obligations including payment of the Loan and all other amounts secured by this
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Deed of Trust if required and performance of the requirements of the ARPA Program, this
Deed of Trust will have no further effect, and Lender will release it at Grantor's expense.
Clauses and Covenants
A. Grantor's Obligations
Grantor agrees to-
t. keep the Property in good condition and repair;
2. pay all taxes and assessments on the Property before delinquency, and not
authorize a taxing entity to transfer its tax lien on the Property to anyone other than Lender;
3. defend title to the Property subject to the Other Exceptions to Conveyance
and Warranty and preserve the lien's priority as it is established in this Deed of Trust;
4. obey all laws, ordinances, and restrictive covenants applicable to the
Property;
5. maintain all insurance coverages with respect to the Property, revenues
generated by the Property, and operations on the Property that Lender reasonably requires
("Required Insurance Coverages"), issued by insurers and written on policy forms
acceptable to Lender, and deliver evidence of the Required Insurance Coverages in a form
acceptable to Lender at least 10 days before the expiration of the Required Insurance
Coverages.
6. keep any buildings occupied as required by the Required Insurance
Coverages;
7. if the lien of this Deed of Trust is not a first lien, pay or cause to be paid all
prior lien notes pursuant to their respective terms and abide by or cause to be abided by all
prior lien instruments; and
8. notify Lender in writing of any change of address.
Grantor agrees not to-
t. do or intentionally or knowingly permit anything to be done that will impair
the security of this Deed of Trust.
B. Lender's Rights
1. Lender or Lender's mortgage servicer may appoint in writing a substitute
trustee, succeeding to all rights and responsibilities of Trustee.
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2. If the proceeds of the Loan are used to pay any debt secured by prior liens,
Lender is subrogated to all the rights and liens of the holders of any debt so paid.
3. Notwithstanding the terms of the Note to the contrary, and unless applicable
law prohibits, all payments received by Lender from Grantor with respect to the
Obligations or this Deed of Trust may, at Lender's discretion, be applied first to amounts
payable under this Deed of Trust and then to amounts due and payable to Lender with
respect to the Obligations, to be applied to late charges, principal, or interest in the order
Lender in its discretion determines.
4. If Grantor fails to perform any of Grantor's Obligations under this Deed of
Trust, subj ect to prior written notice and cure period, Lender may perform those obligations
and be reimbursed by Grantor on demand for any amounts so paid, including reasonable
attorney's fees, plus interest on those amounts from the dates of payment at the rate stated
in the Note for matured, unpaid amounts. The amount to be reimbursed will be secured by
this Deed of Trust.
5. If there is a default on the Obligations or if Grantor fails to perform any of
Grantor's Obligations under this Deed of Trust and the default continues after any required
notice of the default and the time allowed to cure, Lender may-
a. declare any unpaid principal balance and any earned interest on the
Obligations immediately due;
b. exercise Lender's rights with respect to rent under the Texas Property Code
as then in effect;
c. direct Trustee to foreclose this lien, in which case Lender or Lender's agent
will cause notice of the foreclosure sale to be given as provided by the Texas
Property Code as then in effect; and
d. purchase the Property at any foreclosure sale by offering the highest bid and
then have the bid credited on the Obligations.
6. Lender may remedy any default without waiving it and may waive any
default without waiving any prior or subsequent default.
7. If Grantor fails to perform any of its obligations, covenants, or agreements
under the Contract or this Deed of Trust, Lender may do any .act it deems reasonably
necessary to cure such failure. During an event of default, Lender may enter the Premises
with or without notice and do anything that Lender reasonably deems necessary or prudent
to do.
8. If Lender elects to make any payments or do any act or thing required to be
paid or done by Grantor under the Loan documents, any sums advanced by Lender are a
part of the Obligations.
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C. Trustee's Rights and Duties
If directed by Lender to foreclose this lien, Trustee will-
1. either personally or by agent give notice of the foreclosure sale as required
by the Texas Property Code as then in effect;
2. sell and convey all or part of the Property "AS IS" to the highest bidder for
cash with a general warranty binding Grantor, subject to the Prior Lien .and to the Other
Exceptions to Conveyance and Warranty and without representation or warranty, express
or implied, by Trustee;
3. from the proceeds of the sale, pay, in this order-
a. expenses of foreclosure, including a reasonable commission to
Trustee;
b. to Lender, the full amount of principal, interest, reasonable
attorney's fees, and other charges due and unpaid;
C. any amounts required by law to be paid before payment to Grantor;
d. to Grantor, any balance; and
4. be indemnified, held harmless, and defended by Lender against all costs,
expenses, and liabilities incurred by Trustee for acting in the execution or enforcement of
the trust created by this Deed of Trust, which includes all court and other costs, including
reasonable attorney's fees, incurred by Trustee in defense of any action or proceeding taken
against Trustee in that capacity.
D. General Provisions
1. If any of the Property is sold under this Deed of Trust, Grantor must
immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor will
become a tenant at sufferance of the purchaser, subject to an action for forcible detainer.
2. Recitals in any trustee's deed conveying the Property will be presumed to
be true, absent evidence to the contrary.
3. Proceeding under this Deed of Trust, filing suit for foreclosure, or pursuing
any other remedy will not constitute an election of remedies.
4. This lien will remain superior to liens later created even if the time of
payment of all or part of the Obligations is extended or part of the Property is released,
unless a subordination agreement is executed by the Lender.
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5. If any portion of the Obligations cannot be lawfully secured by this Deed of
Trust, payments will be applied first to discharge that portion.
6. Grantor assigns to Lender all amounts payable to or received by Grantor
from condemnation of all or part of the Property,from private sale in lieu of condemnation,
and from damages caused by public works or construction on or near the Property. After
deducting any expenses incurred, including reasonable attorney's fees and court and other
costs, Lender will either release any remaining amounts to Grantor or apply such amounts
to reduce the Obligations and any excess proceeds shall be paid to Grantor. Lender will not
be liable for failure to collect or to exercise diligence in collecting any such amounts.
Grantor will immediately give Lender notice of any actual or known threatened
proceedings for condemnation of all or part of the Property.
Notwithstanding the above, in the event of any fire or other casualty to the Property
or eminent domain proceedings resulting in condemnation of the Property or any part thereof,
Grantor shall have the right to rebuild the Property, and to use all available insurance or
condemnation proceeds therefore, provided that (a) such proceeds are sufficient to keep the
Obligations in balance and rebuild the Property in a manner that provides adequate security
to Lender for repayment or performance of the Obligations or if such proceeds are insufficient
then Grantor shall have funded any deficiency, (b) Lender shall have the right to approve
plans and specifications for any major rebuilding and the right to approve disbursements of
insurance or condemnation proceeds for rebuilding under a construction escrow or similar
arrangement, and (c) no material default then exists under the Loan documents other than
attributable to casualty or condemnation. If the casualty or condemnation affects only part of
the Property and total rebuilding is infeasible,then proceeds may be used for partial rebuilding
and partial repayment of the Obligations in a manner that provides adequate security to Lender
for repayment of the remaining balance of the Obligations, and any excess proceeds shall be
paid to Grantor.
7. Grantor assigns to Lender absolutely, not only as collateral, all present and
future rent and other income and receipts from the Property. Grantor may as Lender's
licensee collect rent and other income and receipts as long as Grantor is not in default with
respect to the Obligation or this Deed of Trust. Subject to the terms of the Loan documents,
Grantor will apply all rent and other income and receipts to payment of the Obligations and
performance of this Deed of Trust, but if the rent and other income and receipts exceed the
amount due with respect to the Obligations and the Deed of Trust, Grantor may retain the
excess. If Grantor defaults in payment or performance of the Obligations or performance
of this Deed of Trust, Lender may terminate Grantor's license to collect rent and other
income and then as Grantor's agent may rent the Property and collect all rent and other
income and receipts. Lender neither has nor assumes any obligations as lessor or landlord
with respect to any occupant of the Property. Lender may exercise Lender's rights and
remedies under this paragraph without taking possession of the Property. Lender will apply
all rent and other income and receipts collected under this paragraph as required by the
Texas Property Code as then in effect. Lender is not required to act under this paragraph,
and acting under this paragraph does not waive any of Lender's other rights or remedies.
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8. Interest on the debt secured by this Deed of Trust will not exceed the
maximum amount of non-usurious interest that may be contracted for, taken, reserved,
charged, or received under law. Any interest in excess of that maximum amount will be
credited on the principal of the debt or, if that has been paid,refunded. On any acceleration
or required or permitted prepayment, any excess interest will be canceled automatically as
of the acceleration or prepayment or, if already paid, credited on the principal of the debt
or, if the principal of the debt has been paid, refunded. This provision overrides any
conflicting provisions in this and all other instruments concerning the debt.
9. In no event may this Deed of Trust secure payment of any debt that may not
lawfully be secured by a lien on real estate or create a lien otherwise prohibited by law.
10. When the context requires, singular nouns and pronouns include the plural.
11. The term Note includes all extensions, modifications, and renewals of the
Note and all amounts secured by this Deed of Trust.
12. Grantor agrees to (a) keep at Grantor's address, or such other place as
Lender may approve, accounts and records reflecting the operation of the Property and
copies of all written contracts, leases, and other instruments that affect the Property; (b)
prepare financial accounting records in compliance with generally accepted accounting
principles consistently applied; and(c), at Lender's request on reasonable notice from time
to time, permit Lender to examine and make copies of such books, records, contracts,
leases, and other instruments at any reasonable time.
13. Grantor agrees to deliver to Lender, at Lender's request from time to time,
internally prepared financial statements of Grantor and any guarantor of the Note prepared
in accordance with generally accepted accounting principles consistently applied, in detail
reasonably satisfactory to Lender and certified to be materially true and correct by the chief
financial officer of Grantor or its certified public accountant, as applicable.
14. If Lender orders an appraisal of the Property while a default exists or to
comply with legal requirements affecting Lender, Grantor, at Lender's request, agrees to
reimburse Lender for the reasonable cost of any such appraisal. If Grantor fails to
reimburse Lender for any such appraisal within 20 days of Lender's written request, that
failure is a default under this Deed of Trust.
15. Grantor agrees to allow Lender or Lender's agents to enter the Property
during regular business hours upon at least 48 hours prior notice and inspect it and any
personal property in which Lender is granted a security interest by this Deed of Trust.
16. Grantor may not sell, transfer, or otherwise dispose of any Property,
whether voluntarily or by operation of law, except for condemnation or to obtain utility
easements, without the prior written consent of Lender. If granted, consent may be
conditioned upon (a) the grantee's integrity, reputation, character, creditworthiness, and
DEED OF TRUST—ARPA FUNDS Page 8
Child Care Associates
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project Rev. 10.19.2021
management ability being satisfactory to Lender; and (b) the grantee's executing, before
such sale, transfer, or other disposition, a written assumption agreement containing any
terms Lender may reasonably require, such as a principal pay down on the Obligations, an
increase in the rate of interest payable with respect to the Obligations, a transfer fee, or any
other modification of the Note, this Deed of Trust, or any other instruments evidencing or
securing the Obligations.
Grantor may not cause or permit any Property to be encumbered by any liens,
security interests, or encumbrances other than the liens securing the Obligation and the
liens securing ad valorem taxes not yet due and payable and the Permitted Exceptions
without the prior written consent of Lender. If granted, consent may be conditioned upon
Grantor's executing,before granting such lien, a written modification agreement containing
any terms Lender may require, such as a principal pay down on the Obligations, an increase
in the rate of interest payable with respect to the Obligations, an approval fee, or any other
modification of the Note, this Deed of Trust, or any other instruments evidencing or
securing the Obligations.
Grantor may not grant any lien, security interest, or other encumbrance (a
"Subordinate Instrument") covering the Property that is subordinate to the liens created
by this Deed of Trust without the prior written consent of Lender. If granted, consent may
be conditioned upon the Subordinate Instrument's containing express covenants to the
effect that-
a. the Subordinate Instrument is unconditionally subordinate to this Deed of
Trust;
b. if any action is instituted to foreclose or otherwise enforce the Subordinate
Instrument, no action may be taken that would terminate any occupancy or
tenancy without the prior written consent of Lender, and that consent, if
granted, may be conditioned in any manner Lender determines;
C. rents, if collected by or for the holder of the Subordinate Instrument,will be
applied first to the payment of the Obligations then due and to expenses
incurred in the ownership, operation, and maintenance of the Property in
any order Lender may determine, before being applied to any indebtedness
secured by the Subordinate Instrument;
d. written notice of default under the Subordinate Instrument and written
notice of the commencement of any action to foreclose or otherwise enforce
the Subordinate Instrument must be given to Lender concurrently with or
immediately after the occurrence of any such default or commencement;
and
C. in the event of the bankruptcy of Grantor, all amounts due on or with respect
to the Obligations and this Deed of Trust will be payable in full before any
payments on the indebtedness secured by the Subordinate Instrument.
DEED OF TRUST—ARPA FUNDS Page 9
Child Care Associates
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project Rev. 10.19.2021
Grantor may not cause or permit any of the following events to occur without the
prior written consent of Lender: if Grantor is (a) a corporation, the dissolution of the
corporation or the sale, pledge, encumbrance, or assignment of any shares of its stock; (b)
a limited liability company, the dissolution of the company or the sale, pledge,
encumbrance, or assignment of any of its membership interests; (c) a general partnership
or joint venture, the dissolution of the partnership or venture or the sale, pledge,
encumbrance, or assignment of any of its partnership or joint venture interests, or the
withdrawal from or admission into it of any general partner or joint venturer; or (d) a
limited partnership, (1) the dissolution of the partnership, (2) the sale, pledge,
encumbrance, or assignment of any of its general partnership interests, or the withdrawal
from or admission into it of any general partner, or (3) except for a limited partnership
interest in a low income housing project, the withdrawal from or admission into it of any
controlling limited partner or partners. If granted, consent may be conditioned upon(a)the
integrity, reputation, character, creditworthiness, and management ability of the person
succeeding to the ownership interest in Grantor (or security interest in such ownership)
being reasonably satisfactory to Lender; and (b) the execution, before such event, by the
person succeeding to the interest of Grantor in the Property or ownership interest in Grantor
(or security interest in such ownership) of a written modification or assumption agreement
containing such terms as Lender may reasonably require, such as a principal pay down on
the Obligations, an increase in the rate of interest payable with respect to the Obligations,
a transfer fee, or any other modification of the Note, this Deed of Trust, or any other
instruments evidencing or securing the Obligations.
17. Grantor agrees notto grant any future lien or security interest in the Property
or to permit any future junior encumbrance to be recorded or any existing or future claim
to otherwise become an encumbrance against the Property. If an involuntary encumbrance
is filed against the Property, Grantor agrees, within 30 days of actual notice, to either
remove the involuntary encumbrance or insure against it or provide a bond acceptable to
Lender against the involuntary encumbrance..
18. This Deed of Trust binds, benefits, and may be enforced by the successors
in interest of all parties.
19. If Grantor and Borrower are not the same person,the term Grantor includes
Borrower.
20. Except as may be specifically stated in this Deed of Trust or the Note,
Grantor and each surety, endorser, and guarantor of the Obligations waive all demand for
payment, presentation for payment, notice of intention to accelerate maturity, notice of
acceleration of maturity, protest, and notice of protest,to the extent permitted by law.
21. Grantor agrees to pay reasonable attorney's fees, trustee's fees, and court
and other costs of enforcing Lender's rights under this Deed of Trust if this Deed of Trust
is placed in the hands of an attorney for enforcement.
DEED OF TRUST—ARPA FUNDS Page 10
Child Care Associates
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project Rev. 10.19.2021
22. If any provision of this Deed of Trust is determined to be invalid or
unenforceable, the validity or enforceability of any other provision will not be affected.
23. The term Lender includes any mortgage servicer for Lender.
24. The debt and the performance secured by this Deed of Trust is a non-recourse
obligation of Borrower. Neither Borrower nor any other party shall have any personal
liability for repayment of the Loan described in the Contract. The sole recourse of Lender
under the Loan documents for repayment of the Loan or performance of any of the
Obligations shall be the exercise of its right against the security for payment as defined in
the Note.
E. Construction Loan Mortgage
1. This Deed of Trust is a "construction mortgage" within the meaning of
Section 9.334 of the Texas Business and Commerce Code. The liens and security interests
created and granted by this Deed of Trust secure an obligation incurred for the construction
or rehabilitation of improvements on land.
2. Grantor agrees to comply with the terms, covenants and conditions of City
Secretary Contract No. between Grantor and Lender (the "Contract") which
requires the Note and this Deed of Trust. All advances made by Lender under the Contract
will be indebtedness of Grantor secured by the liens created by this Deed of Trust, and such
advances are conditioned as provided in the Contract.
3. All amounts disbursed by Lender before completion of the improvements
to protect the security of this Deed of Trust up to the principal amount of the Note will be
treated as disbursements under the Contract. All such amounts will bear interest from the
date of disbursement at the rate stated in the Note, unless collections from Grantor of
interest at that rate would be contrary to applicable law, in which event such amounts will
bear interest at the rate stated in the Note for matured, unpaid amounts and will be payable
on notice from Lender to Grantor requesting payment.
4. From time to time.as Lender deems reasonably necessary to protect Lender's
interests, Grantor will, on request of Lender, execute and deliver to Lender, in such form
as Lender directs but subject to the rights of any senior lien holders, assignments of any
and all rights or claims that relate to the construction of improvements on the Property.
5. In case of breach by Grantor of the terms, covenants and conditions of the
Contract, Lender, at its option, subject to applicable notice, grace and cure periods, with or
without entry on the Property, may(a) invoke any of the rights or remedies provided in the
Contract, (b)accelerate the amounts secured by this Deed of Trust and invoke the remedies
provided in this Deed of Trust, or(c) do both.
F. THIS CONVEYANCE IS MADE AND ACCEPTED SUBJECT TO THE
FOLLOWING CONDITIONS AND RESTRICTIONS:
DEED OF TRUST—ARPA FUNDS Page 11
Child Care Associates
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project Rev. 10.19.2021
The Note secured by this Deed of Trust is the Note required in the Contract between
Grantor and Lender and has been executed and delivered in accordance with its terms. The
funds advanced by Lender are ARPA funds and the Contract requires that the Child
Development Facility located on the Property rehabilitated with ARPA funds must operate
as a child care facility that services children 0-5 years old for the 5-year Performance
Period, all as more particularly described in the Contract, in accordance with the ARPA
Regulations.
Borrower shall fulfill the following ARPA Requirements as more particularly
described in the Contract:
1. Rehabilitate the Child Development Facility to provide safe, quality
accessible, and affordable child care services.
2. During the Performance Period,
a. operate the Child Development Facility to provide child care services;
b. maintain a cumulative list of all Unduplicated Clients provided services by
Borrower;
c. comply with all applicable provisions of the ARPA Regulations; and
d. comply with all requirements and obligations in the Contract.
The Loan and any sums due under the Note or this Deed of Trust will be in default
and may be declared immediately payable if the Child Development Facility located on the
Property does not comply with the ARPA Requirements or other requirements in the
Contract at all times during the 5-year Performance Period, all as more particularly
described in the Contract. In the event of such default, Lender may invoke any remedies
provided herein or in the Contract.
This Deed of Trust has also been executed and delivered pursuant to the terms of
the Contract. Grantor agrees to perform each and every obligation set forth in the Contract
and will not permit a default to occur thereunder. Any default in the performance of
Grantor's obligations under the terms of the Contract, the ARPA Regulations shall be
deemed a default in the terms of the Note and Lender may invoke any remedies provided
herein.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
DEED OF TRUST—ARPA FUNDS Page 12
Child Care Associates
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project Rev. 10.19.2021
THE CONTRACT, THE NOTE AND THE DEED OF TRUST
CONSTITUTE THE FINAL AGREEMENT OF THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
CHILD CARE ASSOCIATES
By:
Kara Waddell, Chief Executive Officer
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on , 2022 by
Kara Waddell, the Chief Executive Officer of Child Care Associates, a Texas nonprofit
corporation, on behalf of said corporation.
Notary Public, State of Texas
AFTER RECORDING RETURN TO:
City of Fort Worth
City Attorney's Office
Attention: Jo Ann Gunn
200 Texas Street
Fort Worth, Texas 76102
DEED OF TRUST—ARPA FUNDS Page 13
Child Care Associates
Gwendolyn C. Gragg Child Development Facility Rehabilitation Project Rev. 10.19.2021
9/14/22,3:09 PM M&C Review
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FOR�TWORTl1
Create New From This M&C
DATE: 9/13/2022 REFERENCE **M&C 22- LOG NAME: 19GRAGG CHILD DEVEL
NO.: 0685 FACILITY
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT. (CD 8) Authorize Execution of Forgivable Subordinate Loans to Child Care Associates in
the Aggregate Amount of$2,500,000.00 Using Community Development Block Grant and
American Rescue Plan Act Funds for the Rehabilitation Project at the Gwendolyn C.
Gragg Child Development Facility Located at 2400 E. 1 st Street, Authorize Execution of
Contracts and Related Loan Documents, Authorize the Substitution of Funding Years, and
Find that Funding the Renovation Serves a Public Purpose and that Adequate Controls
are in Place
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of forgivable, subordinate loans to Child Care Associates in the amount
of $500,000.00 in Community Development Block Grant Funds and $2,000,000.00 in
American Rescue Plan Act funds for the Rehabilitation Project at the Gwendolyn C. Gragg
Child Development Facility located at 2400 E. 1st Street, Fort Worth, Texas;
2. Authorize the City Manager, or his designee, to substitute funding years in order to meet
United States Department of Housing and Urban Development commitment, disbursement
and expenditure deadlines for the Community Development Block Grant Funds;
3. Authorize the City Manager, or his designee, to execute contracts and related loan documents
with Child Care Associates for the project with two-year terms beginning on the date of
execution of the contract;
4. Authorize the City Manager, or his designee, to extend or renew the contracts with up to one
one-year extension if Child Care Associates requests an extension and such extension is
necessary for completion of the project;
5. Authorize the City Manager, or his designee, to amend the contracts if necessary to achieve
project goals provided that the amendment is within the scope of the project and in
compliance with City policies and applicable laws and regulations governing the use of federal
grant funds; and
6. Find that funding the rehabilitation of the Gwendolyn C. Gragg Child Development Facility
achieves the public purpose of increasing quality, affordable, accessible, child care options to
low- to moderate-income households in the City and helps ensure their health and welfare
and that adequate controls through the contract and related loan documents are in place to
ensure that the public purpose is carried out.
DISCUSSION:
Child Care Associates (CCA) has requested $500,000.00 in Community Development Block Grant
(CDBG) funds, in the form of a forgivable loan, for the rehabilitation of the Gwendolyn C. Gragg Child
Development facility (Project) located at 2400 E. 1 st Street. On May 5, 2020, through Mayor and
Council Communication (M&C) 20-0285, City Council authorized the allocation of$500,000.00 in
CDBG funds for the Project. The Gwendolyn C. Gragg Child Development facility was built in 1996
and serves up to 82 children in Head Start and Early Head Start programs. In an effort to increase
services, CCA proposes to make improvements and convert two existing training areas and a break
room to allow up to an additional 24 0-3 year old children who will be served in their Early Head Start
program.
apps.cfvvnet.org/counciI_packet/mc_review.asp?ID=30237&counciIdate=9/13/2022 1/3
9/14/22,3:09 PM M&C Review
Staff recommends the execution of a contract agreement with CCA in the amount of$500,000.00 in
CDBG funds, to be paid on a reimbursement basis, to fund the rehabilitation costs of the Project. So
long as CCA completes all obligations and complies with all City and CDBG requirements, there will be
no repayment of the CDBG funds. The loan term will commence on the date of execution and will
expire upon the completion of the 5-year performance period.
In an effort to continue to provide safe, quality, accessible, and affordable child care services in the
City of Fort Worth, the scope of work for the Project includes, but is not limited to, the addition of child
care space, addition of restrooms, replacement of single pane windows with energy efficient windows,
roof repairs, addition of gutter drains, replacement of flooring and rubber base, interior and exterior
ADA accessibility improvements, replacement of water heaters, replacement or upgrade of existing fire
alarm/suppression, mechanical, electrical, lighting and plumbing fixtures and systems. These items
are necessary and were identified as items that need to be addressed for the safety and longevity of
the building.
In addition to CDBG funding, the City Council has already committed $2,000,000.00 from the United
States Department of the Treasury through the Coronavirus State and Local Fiscal Recovery Funds
(SLFR) Program, a part of the American Rescue Plan Act (ARPA) to state, local, and Tribal
governments across the country to support their response to and recovery from the COVI D-19 public
health emergency, to support the Project (M&C 21-0814). The ARPA funds will be provided to the
development in the form of a forgivable, subordinate loan on the terms listed below.
Staff recommends the following loan terms:
1. Contract term of two years will commence on the date of execution with the option for one
one-year extension;
2. Repayment of the funds in the event of default, and performance of the federal and City
requirements will be secured by Deeds of Trust and other loan documents;
3. No interest will be charged on the loans and no repayment will be required unless CCA
defaults under the terms of the contracts;
4. Loan term to commence on the date of execution of loan documents and end at the
termination of the five-year performance period;
5. Performance period shall begin upon issuance of a Certificate of Occupancy for use of the
rehabilitated portion of the facility;
6. Loans will be deferred and forgiven at the end of the five-year performance period if all
requirements and terms and conditions of the contract have been met; and
7. ARPA loan to be subordinate to CDBG loan.
Staff recommends that City Council approve amendments to the 2019-2020 Action Plans, and
authorize the expenditure of$500,000.00 in CDBG funds for the Project. A public comment period was
held from April 2, 2020 to May 1, 2020. No comments were received.
The Action Plan funding years selected may vary and be substituted based on the principle of First In,
First Out (FIFO) in order to expend oldest grant funds first. The funds may be used for any CDBG-
eligible costs related to this Project on behalf of eligible families in need of safe, quality, accessible,
and affordable child care services in the City of Fort Worth.
By approval of this M&C, the City Council finds that funding this Project will help provide safe, quality,
accessible, and affordable child care services to low-to moderate-income families in the City which is
vital for working families. The Council further finds that the contract and loan documents provide
adequate controls to ensure that the public purpose is carried out. The Project will fulfil the goals under
ARPA to provide services to disproportionally impacted communities that promote healthy childhood
environments for working families.
The project is located in COUNCIL DISTRICT 8.
FISCAL INFORMATIONICERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, funds are
available in the current operating budget, as appropriated, in the Grants Operating Federal Fund. The
Neighborhood Services Department (and Financial Management Services) will be responsible for the
collection and deposit of funds due to the City. Prior to an expenditure being incurred, the
Neighborhood Services Department has the responsibility to validate the availability of funds.
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9/14/22,3:09 PM M&C Review
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID i Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by, Fernando Costa (6122)
Originating Department Head: Victor Turner (8187)
Additional Information Contact: Chad LaRoque (2661)
Leticia Rodriguez (7319)
ATTACHMENTS
19GRAGG CHILD DEVEL FACILITY funds availability_pdf (CFW Internal)
City of Fort Worth $2M Form 1295.pdf (CFW Internal)
City of Fort Worth $500K Form 1295.pdf (CFW Internal)
Gragg FID Table 500K and 2M.xlsx (CFW Internal)
Site Map- Gragg,pdf (Public)
apps.cfwnet.org/counciI_packet/mc_review.asp?ID=30237&counciIdate=9/13/2022 3/3
FORTWORTH
Routing and Transmittal Slip
Neighborhood Services
Department
DOCUMENT TITLE: Gwendolyn C. Gragg Child Development Facility
Rehabilitation Project — Childcare Associates — ARPA Contract
M&C 28-8685 CPN CSO # DOC#
DATE:
TO: INITIALS DATE OUT
1. Kara Waddell KW
zg�G,�LEI
2. Leticia Rodriguez Leticia Rodriguez(Nov 10, 02209:21CS_}
3. Chad LaRoque CL
4. Victor Turner
5. JoAnn Gunn RGAL
6. Fernando Costa FF
7. Jannette S. Goodall 45G
8. Vania Soto — Record5 �
DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all City
Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE
APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review
and take the next steps.
NEEDS TO BE NOTARIZED: ❑ Yes X No
RUSH: ❑ Yes ❑ No SAM E DAY: ❑ Yes ❑ No NEXT DAY: ❑ Yes ❑ No
ROUTING TO CSO: XYes ❑ No
Action Required:
❑ As Requested ❑ Attach Signature, Initial and Notary Tabs
❑ For Your Information
X Signature/Routing and or Recording
❑ Comment
❑ File
Return to: Please call—Leticia Rodriguez—at ext._7319_for pick up when completed. Thank you.