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HomeMy WebLinkAboutContract 60609CSC No. 60609 CITY OF FORT WORTH, TEXAS PROFESSIONAL SERVICES AND OPERATING AGREEMENT This agreement ("Agreement") is between the City of Fort Worth, a Texas home -rule municipality (the "City") and Child Care Associates, a Texas non-profit organization ("CCA" or "Contractor"), in connection with a project to construct a childcare facility expected to be known as Child Care Studio at LVT (the "Project"). The City and CCA may collectively be referred to as the parties ("Parties"). 1. Scone of Services CCA agrees, with good faith and due diligence, to serve as the City's professional representative to oversee the design, construction, installation, and development of a childcare facility located at 8201 Calmont Avenue, Fort Worth, Texas 76116, expected to be known as Child Care Studio at LVT. Once the Project is completed, CCA will operate the new childcare facility (the "Facility") pursuant to agreed upon terms as set forth herein. 2. Term Unless terminated earlier in accordance with this Agreement, the term of this Agreement shall run concurrently with the ground lease between the City and CCA, authorized by the City Council on May 20, 2022 pursuant to Mayor & Council Communication 22-0330, and executed by the City on August 31, 2022 (the "Lease"). 3. Compensation CCA will not receive compensation for services provided under this Agreement. 4. Obheations of CCA A. CCA shall serve as the City's professional representative to oversee the design, construction, installation, and development of the Facility. B. CCA shall be responsible for ensuring the Facility is completed in a timely manner. C. CCA shall comply with the terms of the Lease which are incorporated herein by reference and attached as Exhibit A. D. CCA shall comply with the "Vendor" provisions set forth in Attachment A to the Request for Applications for Child Care Infant and Toddler Infrastructure Expansion which are incorporated herein by reference and attached as Exhibit B. E. CCA shall timely prepare and provide to the City all information needed for the City to comply with the terms set forth in the Interlocal Agreement between Tarrant County and City of Fort Worth ("ILA") which are incorporated herein by reference and attached as Exhibit C. OFFICIAL RECORD City of Fort Worth, Texas CITY SECRETARY Professional Services and Operating Agreement Page 1 of 9 FT. WORTH, TX F. CCA shall ensure that funds received by the City from the County are eligible for reimbursement pursuant to the terms of the ILA. G. CCA shall submit all necessary documentation and initiate draw and reimbursement requests exclusively through the City's grant tracking software, Neighborly Software. H. Provide services to children and families at the Facility in accordance with Head Start and Texas Child Care Licensing standards, as applicable. I. Obtain all licenses needed from local and state authorities to build and operate a child care facility. J. Recruit, hire and manage all program staff and contractors. K. In accordance with Local Government Code Section 271.904, indemnify and hold harmless the City its officers, agents, servants and employees from and against any and all loss, cost, expense, liability, or damage for injury, resulting directly from or as a result of any negligence by CCA in the performance of its obligations under this Agreement, to the extent permitted by Texas law and without waiver of any immunity or defense. 5. Obligations of the Citv A. Comply with the terms of the ILA to request distribution of ARPA funds for eligible expenses. B. Provide CCA with all ARPA funds received by the City from the County to CCA, if such funds were received pursuant to the ILA for the Facility. 6. Termination A. This Agreement may be terminated 1. by the Parties for their convenience upon mutual agreement and after giving 30 days written notice to each other. 2. by either the City or CCA for cause if either party fails substantially to perform through no fault of the other and the nonperforming parry does not commence correction of such nonperformance within 5 days written notice or thereafter fails to diligently complete the correction. 3. by either the City or CCA pursuant to the terms of the Lease. B. CCA acknowledges that in the event of termination, CCA shall not receive any ARPA Funds \for work undertaken after the date of termination. City of For[ Worth, Texas Professional Services and Operating Agreement Page 2 of 9 Assignment Neither party shall assign all or any part of this Agreement without the prior written consent of the other party. 8. Ownershin of Improvements The Parties agree to amend the terms of the Lease to provide that the City shall have an ownership interest in the Improvements (as defined in the Lease) that is subordinate to the federal interest detailed in Section 5.02 of the Lease. 9. Record Keening. Documentation. and Right to Audit A. Record Keeping CCA shall maintain a record -keeping system as part of its performance of this Agreement and shall promptly provide the City with copies of any document the City deems necessary for the effective fulfillment of the City's monitoring and evaluation responsibilities. Specifically, CCA will keep or cause to be kept an accurate record of all actions taken and all funds spent, with supporting and back-up documentation. CCA will maintain all records and documentation related to this Agreement for 5 years after the termination or expiration of the Agreement, whichever is later ("Access Period"). If any claim, litigation, or audit is initiated related to this Agreement or the Project before the expiration of the Access Period, the records must be retained until all such claims, litigation or audits have been resolved. B. Access to Records City will have full access to, and the right to examine, audit, excerpt and/or transcribe any of CCA's records pertaining to all matters covered by this Agreement throughout the Access Period. Such access shall be during regular business hours and upon at least 7 business days prior notice. C. Expenditure Eligibility CCA shall provide the City with such additional information as may be requested by the City in order to substantiate ARPA activities and/or expenditure eligibility. D. City's Right to Audit The City reserves the right and CCA agrees for City to perform an audit of the Project operations and finances at any time during the term of the Access Period, if the City determines that such audit is necessary for City's compliance with ARPA Regulations or other City policies. CCA further agrees to allow access to all pertinent materials as described herein. If such audit City of Fort Worth, Texas Professional Services and Operating Agreement Page 3 of 9 reveals a questioned practice or expenditure, CCA shall require that such questions must be resolved within 15 business days after written notice to CCA of such questioned practice or expenditure. If questions are not resolved within this period, City reserves the right to withhold further funding under this Agreement. IF AS A RESULT OF ANY AUDIT IT IS DETERMINED THAT CCA OR ANY SUBCONTRACTOR, SUBRECIPIENT, OR VENDOR OF CCA HAS FALSIFIED ANY DOCUMENTATION OR MISUSED, MISAPPLIED OR MISAPPROPRIATED ARPA FUNDS OR SPENT ARPA FUNDS ON ANY INELIGIBLE ACTIVITIES, CCA AGREES TO REIMBURSE CITY THE AMOUNT OF SUCH MONIES. 10. Jurisdiction The law of the State of Texas shall govern the validity of this Agreement, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this Agreement shall be Tarrant County, Texas. 11. Severability If any of the provisions contained in this Agreement are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 12. Observe and COmDIv CCA shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, including all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. CCA agrees to defend, indemnify and hold harmless the City and all of its officers, agents and employees from and against all claims or liability arising out of the violation of any such order, law, ordinance, or regulation, whether it be by itself or its employees. 13. Immigration Nationalitv Act CCA shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by the City, CCA shall provide the City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. CCA 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 CCA employee who is not legally eligible to perform such services. CCA SHALL INDEMNIFY THE CITY AND HOLD THE CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CCA. The City, upon written notice to CCA, shall have the right to immediately terminate this Agreement for violations of this provision by CCA. City of Fort Worth, Texas Professional Services and Operating Agreement Page 4 of 9 14. Prohibition On Contracts With Comnanies Bovcottin IL srael If CCA has fewer than 10 employees or this Agreement is for less than $100,000, this section does not apply. CCA 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, CCA certifies that CCA's signature provides written verification to the City that CCA: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. 15. Prohibition on Bovcotiinu Enerv Comnanies Contractor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, 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. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 16. Prohibition on Discrimination Against Firearm and Ammunition Industries Contractor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, 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. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (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 Agreement. 17. Entire Agreement This Agreement, including its exhibits, constitutes the entire Agreement, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This Agreement may be executed in one or more counterparts and each counterpart City of Fort Worth, Texas Professional Services and Operating Agreement Page 5 of 9 shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this Agreement: Exhibit A — Ground Lease between the City and CCA Exhibit B - Request for Applications for Child Care Infant and Toddler Infrastructure Expansion Exhibit C - Interlocal Agreement between Tarrant County and City of Fort Worth 18. Litigation and Claims CCA shall give City immediate notice in writing of any action, including any proceeding before an administrative agency, filed against CCA or any subcontractors, vendors, and subrecipients in conjunction with this Agreement or the Project generally. Notwithstanding the foregoing, CCA is not required to provide notice of employee (1) claims for unemployment or (2) complaints filed with the Equal Employment Opportunity Commission. CCA shall furnish immediately to City copies of all pertinent papers received by CCA, with respect to such action or claim. CCA shall provide a notice to City within 10 calendar days upon filing under any bankruptcy or financial insolvency provision of law. 19. Notice All notices required or permitted by this Agreement must be in writing and shall be effective upon receipt when (i) sent by U.S. Mail, with proper postage, certified mail return receipt requested; (ii) by a nationally recognized overnight delivery service; or (iii) other commercially reasonable manner; and 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 200 Texas Street Fort Worth, TX 76102 Attention: Terrance Jones Telephone: 817-3 92-7563 Copy to: City Attorney's Office 200 Texas Street Fort Worth, TX 76102 Attention: Leslie L. Hunt Telephone: 817-392-625 9 Child Care Associates: Child Care Associates 3000 E. Belknap City of Fort Worth, Texas Professional Services and Operating Agreement Page 6 of 9 Fort Worth, TX 76111 Attention: Kara Waddell, President -CEO Telephone: 817-83 8-0055 20. Authority to Enter Into Contract CCA 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 Agreement and to perform the responsibilities herein required. 21. 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. [SIGNATURES APPEAR ON NEXT PAGE] City of Fort Worth, Texas Professional Services and Operating Agreement Page 7 of 9 IN WITNESS WHEREOF, the Parties have executed 3 duplicate originals of this Agreement to be effective upon the date the last party signs as reflected below. CITY OF FORT WORTH LIN 7;1'kC4— Fernando Costa, Assistant City Manager Date: Dec 14, 2023 Approval Recommended by: Victor Turner, Director APPROVED AS TO FORM AND LEGALITY: Le�u� c 1414, 20 CST) Leslie L. Hunt, Senior Assistant City Attorney City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 7iW.e CHILD CARE A SO IATES By:i Kara dell, C.E.O. Terrance Jones, Neighborhood Services Manager ATTEST: °Il➢ portr as d, o a 9P OVo 0=0 $a�a 000*� Janette Goodall °°aa nEXp544 City Secretary City of Fort Worth, Texas Professional Services and Operating Agreement Page 8 of 9 Date: i 2h q l A 3 M&C No.: 23-1010 M&C Date: November 28.2023 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibits to Agreement: Exhibit A — Ground Lease between the City and CCA Exhibit B - Request for Applications for Child Care Infant and Toddler Infrastructure Expansion Exhibit C - Interlocal Agreement between Tarrant County and City of Fort Worth City of Fort Worth, Texas Professional Services and Operating Agreement Page 9 of 9 EXHIBIT A GROUND LEASE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND CHILD CARE ASSOCIATES THIS GROUND LEASE AGREEMENT ("Lease") is made and entered into by and between the CITY OF FORT WORTH ('Lessor), a Texas home -rule municipal corporation, acting by and through its duly authorized Assistant City Manager and CHILD CARE ASSOCIATES, ("Tenant") a Texas non-profit corporation, acting by and through its duly authorized representative, each individually referred to as a "party" and collectively referred to as the "parties." WHEREAS Lessor is the owner of the real property located at 9201 Calmont Avenue, Fort Worth, Texas 76116; and WHEREAS on June 9, 2021, the United States Department of Health and Human Services, Administration for Children and Families ("HHSIACF") awarded Grant Number 06HE000376- 0 1 -0 1 in the amount of $2,119,000 to Tenant for the purpose of operating a Head Start facility in Tarrant County; WHEREAS Tenant has agreed to lease approximately 30,056 square feet of ground space from a portion of the above -described property (the "Leased Premises") from Lessor for the purpose of operating a Head Start facility, which will establish a leasehold interest (the "Leasehold") for the benefit of the Tenant; WHEREAS the Fort Worth City Council has determined that the Head Start facility will accomplish a public purpose and has therefore agreed to lease the Leased Premises to Tenant for a term of thirty (30) years, with one (1) ten-year renewal option, in exchange for annual rent in the amount of One Dollar ($1.00); and WHEREAS HHSIACF and Lessor have approved Tenant's planned use of its award of the Head Start grant for placement of a modular building and other improvements on the Leased Premises (collectively, the "Improvements") and; WHEREAS HHSIACF has and will continue to have a Federal Interest (as hereinafter defined) in the Leasehold and Improvements because the Tenant will use Federal grant funds awarded by HHSIACF to place and operate the Improvements on the Leased Premises. The Federal Interest includes any future HHSIACF awards made for additional improvements to the Leased Premises. NOW, THEREFORE, in consideration of the covenants and agreements contained in this Agreement, Lessor and Tenant hereby agree as follows: Page I of 28 ARTICLE 1. LEASE OF LEASED PREMISES 1.01. Leased Premises. Lessor hereby leases to Tenant approximately 30,056 square feet of ground space from a portion of the property known as Lot D, Block 6, West Plaza Addition located at 8201 Calmont Avenue, Fort Worth, Tarrant County, Texas, 76116 (the "Leased Premises"), and as shown in Exhibit "A," attached hereto and hereby made a part of this Lease for all purposes. 1.02. Mineral Estate Reserved. Notwithstanding anything in this Lease to the contrary, Lessor hereby excepts from this Lease and reserves to Lessor, its successors and assigns, all oil, gas or other minerals in, on and under and that may be taken, saved, extracted or produced from the Leased Premises and all other subsurface rights of the Leased Premises; provided, however, that Lessor does hereby expressly release and waive, on behalf of itself, and its successors or assigns, all rights of ingress and egress and all other rights of every kind and character whatsoever to enter upon, use or in any way disturb the surface of the Leased Premises or any part thereof, including, without limitation, the right to enter upon the surface of the Leased Premises for purposes of exploring for, developing, drilling, producing, transporting product, mining, treating, storing or any other purpose incident to the development or production of the oil, gas and other minerals in, on and under the Leased Premises. Nothing herein contained shall ever be construed to prevent the Lessor, or its successors or assigns, from developing or producing the oil, gas and other minerals in and under the Leased Premises by pooling or by directional drilling under the Leased Premises from well sites not located within the boundaries of such Leased Premises and only at a depth of no less than 500 feet below the surface of the Leased Premises. ARTICLE 2. LEASE TERM 2.01. Term. The term ("Initial Term") of the Lease shall commence on June 1, 2022 ("Commencement Date") and shall continue for a period of three hundred and sixty (360) months from the Commencement Date, unless terminated earlier as provided in this Lease. At Tenant's sole option, Tenant may extend the term of the Lease for one (1) additional term of ten (10) years ("Renewal Term") provided that Tenant gives written notice to Lessor of Tenant's election to extend no less than ninety (90) days before the expiration of the Initial Term. The Initial 'Perm and Renewal Term are collectively referred to hereinafter as the "Term." After the expiration of the Renewal Term, the Parties agree to negotiate in good faith regarding an additional extension. 2.02. Termination. This Lease will terminate without further notice when the Term specified in Section 2.01 expires, and any holding over by Tenant after that Term expires will not constitute a renewal of this Lease or give Tenant any rights under the Lease in or to the Leased Premises, except as a tenant at will. In the event that Tenant loses I-II-IS/ACF grant funding necessary to operate the I -lead Start facility on the Leased Premises, Tenant may terminate the Lease upon thirty (30) days' written notice to Lessor. 2.03. Holdover Tenancy. If Tenant holds over and continues in possession of the Leased Premises after the Term expires, Tenant will be considered to be occupying the Leased Premises at will subject to the terms of this Lease ("Holdover Tenancy"). In the event that a Holdover Tenancy is created, the Parties agree to negotiate in good faith for an extension of the Lease or for transfer of the Improvements. Page 2 of 28 ARTICLE 3. USE OF THE LEASED PREMISES 3.01. Permitted Use of Leased Premises. Tenant may use the Leased Premises only for the purpose of operating a Head Start facility pursuant to HHSIACF Grant Number 06HE000376-01-01 awarded to Child Care Associates (the "Permitted Use") and for no other purpose without the written consent of Lessor. Lessor agrees that Tenant shall be allowed to place a modular building and other improvements on the Leased Premises, as necessary for Tenant to accomplish the Permitted Use. 3.02. Illeizal Use Not Permitted. Tenant may not use all or any part of the Leased Premises for any use or purpose that violates any valid and applicable law, regulation, or ordinance of the United States, the State of Texas, Tarrant County, or the City of Fort Worth, or other lawful authority with jurisdiction over the Leased Premises. 3.03. Condition of Leased Premises. TENANT ACCEPTS THE LEASED PREMISES IN ITS "AS IS" CONDITION. LESSOR HAS NOT MADE AND DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, GUARANTEES, PROMISES, COVENANTS, AGREEMENTS OR WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER UNLESS OTHERWISE PROVIDED FOR HEREIN, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO, CONCERNING OR WITH RESPECT TO THE NATURE, QUALITY OR CONDITION OF THE LEASED PREMISES, THE INCOME TO BE DERIVED, THE SUITABILITY OF THE LEASED PREMISES FOR THE PERMITTED USE, OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LESSOR SHALL NOT BE REQUIRED TO REPAIR, MAINTAIN OR RESTORE THE LEASED PREMISES, NOR TO MAKE ANY IMPROVEMENTS, REPAIRS OR RESTORATIONS UPON OR TO ANY IMPROVEMENTS LOCATED ON THE LEASED PREMISES DURING THE TERM OF THIS LEASE. ARTICLE 4. CONSIDERATION 4.01. Rent. Tenant shall commence the payment of rent for the Leased Premises on the Commencement Date. Tenant hereby promises and agrees to pay Lessor, as annual rent for the Leased Premises, One Dollar and 00/100 ($1.00). Tenant and Lessor agree that Tenant's use and occupancy of the Leased Premises and Tenant's operation of a Head Start facility on the Leased Premises will serve a public purpose by increasing access to early education programs for low- income children and their families. 4.02. Payment Dates and Late Fees. Annual rent payments are due on or before the first (1st) day of each calendar year. Payments must be received during normal business hours by the due date at the location for Lessor's Property Management Department set forth in Section 15, Rent shall be considered past due if Lessor has not received full payment after the tenth (10th) day of the year for which payment is due. Without limiting Lessor's termination rights as provided by this Lease, Lessor will assess a late penalty charge of ten percent (10%) per month on the entire balance of any overdue rent that Tenant may accrue. Page 3 of 28 4.04. Audits. Lessor will have the right throughout the Term to audit the financial and business records of Tenant that relate to Tenant's use and occupancy of the Leased Premises as well as any other documents necessary to evaluate Tenant's compliance with this Lease or with the commitments set forth in this Lease (collectively "Records"). Tenant must make all Records available to Lessor on the Leased Premises or at another location in the City of Fort Worth acceptable to both parties following reasonable advance notice by Lessor. Tenant agrees that it shall otherwise cooperate fully with Lessor during any audit. ARTICLE 5. CONSTRUCTION BY TENANT 5.01. Improvements. Tenant shall not erect, maintain, alter, remodel, reconstruct, rebuild, replace, or remove any buildings or other improvements on the Leased Premises without the written consent of the Lessor. Notwithstanding the foregoing, Tenant, at its sole cost and expense, shall be allowed to place a modular building on the Leased Premises. Tenant shall also be required to erect, maintain, and reconstruct, if necessary, a fence around the perimeter of the Leased. Premises. Any modifications, renovations, improvements, fixtures, buildings, including the modular building, on the Leased Premises shall be referred to hereinafter as "Improvements," and all related construction and maintenance work shall be performed by an independent contractor engaged by and paid exclusively by Tenant ("Tenant's Contractor"). All Improvements shall be constructed, installed, operated, and maintained at Tenant's sole cost and expense. Tenant may not initiate any Improvements, including the installation of the modular building, on or to the Leased Premises unless it first submits to Lessor all plans and specifications for the proposed work in writing and also requests and receives written approval from Lessor, or its designated representative ("Lessor's representative"), which Lessor herein designates as the Director of the Property Management Department or designee. Tenant agrees that no Improvements will be designed, constructed, or operated in such a manner that they cause an adverse impact to the usability of Lessor's adjacent property or to the walking trail located on the Leased Premises. 5.02. Federal Interest. In accordance with. the OHS Lease Rider attached hereto as Exhibit "B" and hereby made a part of this Lease for all purposes, Lessor and Tenant acknowledge the existence of a federal interest in the leasehold that secures the right of the federal awarding agency to recover the remaining value of the Improvements in the event that the Lease is terminated prior to expiration of its Initial Term, including costs associated with relocation or replacement of a modular unit following such termination ("Federal Interest"). 5.03. Easements, Dedications. Zoninsz, and restrictions. Lessor will cooperate with Tenant concerning easements, dedications, zoning, and restrictions of the Leased Premises as follows: (a) Easements and Dedications. To provide for the more orderly development of the Leased Premises, it may be necessary, desirable, or required that street, water, sewer, drainage, gas, power lines, and other easements and dedications and similar rights be granted or dedicated over or within portions of the Leased Premises. Lessor will, on Tenant's request, join with Tenant in executing and delivering the documents, from time to time, and throughout the Term, as may be appropriate, necessary, or required by any governmental agency, public utilities, and companies Page 4 of 28 for the purpose of granting the easements and dedications. Provided, however, any such dedication may be subject to City Council approval. (b) Zoning. If Tenant considers it necessary or appropriate to obtain use, zoning, or subdivision and plan approval and permits for the Leased Premises or any part of them, Lessor, subject to any required approval by the City Council or other appropriate City of Fort Worth board or commission, will execute the documents, petitions, applications, and authorizations as are appropriate or required to submit for the Leased Premises for the purposes of obtaining conditional use permits, zoning and rezoning, tentative and final tract approval, and plan approval. Lessor will execute these documents from time to time as requested by Tenant, and shall do so in its capacity as Lessor, and cannot guarantee any particular outcome for any application requiring approval by City Council or City of Fort Worth boards or commissions. (c) Exnenses. Tenant exclusively bears the cost and expense of any action required of Lessor under subparagraphs (a) and (b), above. 5.04. Ownership of Improvements. Any Improvements constructed, placed, or maintained on the Leased Premises during the Term of this Lease will be the property of Tenant, subject to the Federal Interest, throughout the Term and any extensions thereof. Upon the expiration or termination of this Lease, all Improvements will be inspected by Lessor to determine, in Lessor's sole discretion, whether any or all of the Improvements may remain on the Leased Premises and become the property of Lessor. If the Improvements are not accepted by Lessor, Tenant will be responsible for removing the Improvements and restoring the Leased Premises to its original condition. 5.05. Right to Remove Personal Property; Fixtures. Tenant may, at any time while it occupies the Leased Premises, or within a reasonable time thereafter, not to exceed ninety (90) days, remove personal property, furniture, machinery, equipment, or other trade fixtures owned or placed by Tenant in, under, or on the Leased Premises, or acquired by Tenant, whether before or during the Term and any extension ("Removables"). Any Removables not removed within a reasonable time after the Lease termination date, not to exceed ninety (90) days, will become the property of Lessor. 5.06. Suns. Tenant may not install or post any signs on the Leased Premises without Landlord's prior written consent. All signs must be in compliance with all applicable ordinances, regulations or other requirements, include those of Lessor. ARTICLE 6. TAXES AND OTHER CHARGES 6.01. Pavment by Tenant. Tenant shall be responsible for the payment of all insurance and other operating and capital expenses associated with the possession, maintenance, use, alteration, repair, rebuilding, ownership, and operation of the Leased Premises and any Improvements. Without limiting the generality of the foregoing, Tenant shall pay and discharge, prior to the delinquency thereof, all lawful assessments, sales taxes, business and occupation taxes, occupation license Page 5 of 28 taxes, water charges, or sewage disposal charges, and all other governmental taxes, impositions, and charges of every kind and nature, and all applicable interest and penalties, if any, which at any time during the Term become due and payable by Tenant because of its rights or obligations under this Lease and which are lawfully levied, assessed or imposed by virtue of any present or future law, statute, ordinance, regulation or other requirement of any governmental authority, whether federal, state, county, city, municipal, school or otherwise (collectively, "Taxes") imposed the Leased Premises, any Improvements, and Tenant's use and occupancy thereof or against personal property, furniture or fixtures placed or situated in or on the Leased Premises during the Term. Notwithstanding the foregoing, Lessor shall be responsible for any ad valorem taxes for the Leased Premises. ARTICLE 7. UTILITIES 7.01. Payment by Tenant. Tenant, at Tenant's sole cost and expense, shall be responsible for the installation and use of all utility services to all portions of the Leased Premises and for all other related utility expenses, including, but not limited to, tap fees and deposits and expenses required for the installation of meters. Tenant further covenants and agrees to pay all costs and expenses for any extension, maintenance, or repair of any and all utilities serving the Leased Premises during the Term. In addition, Tenant agrees that all utilities, air conditioning, and heating equipment and other electrically -operated equipment which may be used on the Leased Premises shall fully comply with the City of Fort Worth's Mechanical, Electrical, Plumbing, Building and Fire Codes, as they now exist or may hereafter be amended. ARTICLE 8. REPAIRS, MAINTENANCE, AND RESTORATION 8.01. Tenant's Duty to Maintain and Repair. At all times during the Term, Tenant will keep and maintain, or cause to be kept and maintained the grounds of the Leased Premises and any building and any other Improvements erected on the Leased Premises in a good state of appearance and repair (except for reasonable wear and tear) at Tenant's own expense. Tenant agrees that all Improvements, trade fixtures, furnishings, equipment and other personal property of every kind or description which may at any time be on the Leased Premises shall be at Tenant's sole risk or at the sole risk of those claiming under Tenant. Lessor shall not be liable for any damage to such property or loss suffered by Tenant's business or business operations from any causes whatsoever. 8.02. ❑amaae or Destruction. If any building or Improvement is substantially damaged or destroyed by fire or any other casualty, Tenant must, within ninety (90) days from the date of the damage or destruction, begin to repair, reconstruct, or replace the damaged or destroyed building or Improvement and pursue the repair, reconstruction, or replacement with reasonable diligence so as to restore the building or Improvement to substantially the condition it was in before the casualty. However, if beginning or completing this restoration is prevented or delayed by war, civil commotion, acts of God, strikes, governmental restrictions or regulations, or interferences, fire or other casualty, or any other reason beyond Tenant's control, whether similar to any of those enumerated or not, the time for beginning or completing the restoration (or both) will automatically be extended for the period of each such delay. Page 6 of 28 ARTICLE 9. MECHANICS' LIENS 9.01. Mechanics' Liens. Tenant will not cause or permit any mechanics' liens or other liens to be filed against the fee of the Leased Premises or against Tenant's leasehold interest in the property, buildings, and other Improvements by reason of any work, labor, services, or materials supplied or claimed to have been supplied to Tenant or anyone holding the Leased Premises or any part of them through or under Tenant. If such a mechanic's lien or materialman's lien is recorded against the Leased Premises or Improvements, Tenant must either cause it to be removed or, if Tenant in good faith wishes to contest the lien, take timely action to d❑ so, at Tenant's sole expense. If Tenant contests the lien, Tenant will indemnify Lessor and hold it harmless from all liability for damages occasioned by the lien or the lien contest and will, in the event of a judgment of foreclosure on the lien, cause the lien to be discharged and removed before the judgment is executed. TENANT AGREES TO DEFEND AND INDEMNIFY LESSOR FROMANY CLAIM ASSERTED BY LIEN CLAIMANTS ON THE LEASED PREMISES ARISING OUT OF THE PERFORMANCE OF CONSTRUCTION OF IMPROVEMENTS BY TENANT'S CONTRACTOR ON THE LEASED PREMISES ARTICLE 10. INDEMNIFICATION 10.01. INDEMNIFICATION OF LESSOR. TENANT SHALL INDEMNIFY LESSOR AND LESSOR'S OFFICERS, AGENTS AND EMPLOYEES ('INDEMNITEES") FROM AND AGAINST ANY LOSS, DAMAGE, OR INJURY OF ANY KIND TO ANY PERSON OR PROPERTY ARISING FROM ANY USE OR OCCUPANCY OF THE LEASED PREMISES (OR ANY PART OF THEREOF), OR CAUSED BY ANY DEFECT IN ANY BUILDING, STRUCTURE, IMPROVEMENT, EQUIPMENT, OR FACILITY ON THE LEASED PREMISES OR CAUSED BY OR ARISING FROM ANY ACT OR OMISSION OF TENANT, OR ANY OF ITS AGENTS, EMPLOYEES, TENANTS, OR INVITEES, OR BY OR FROM ANY ACCIDENT, FIRE, OR OTHER CASUALTY ON THE LEASED PREMISES, OR BROUGHT ABOUT BY TENANT'S FAILURE TO MAINTAIN THE LEASED PREMISES IN SAFE CONDITION, OR ARISING FROM CLAIMS REGARDING THE LEGALITY OF TENANT'S OCCUPANY OF THE LEASED PREMISES, EVEN IN THE EVENT SUCH LOSS, DAMAGE, INJURY OR CLAIM RESULTS FROM THE ALLEGED NEGLIGENCE OF INDEMNITEES. ARTICLE 11. INSURANCE 11.01. Tenant shall procure and maintain at all times, in full force and effect, a policy or policies of insurance as specified herein, which liability policy shall name the City of Fort Worth as an additional insured and covering all public risks related to the leasing, use, occupancy, maintenance, existence or location of the Leased Premises. Tenant shall obtain the following insurance coverage Page 7 of 28 at the limits specified herein: * Commercial General Liability: $1,000,000.00 per occurrence (Including Products and Completed Operations); In addition, Tenant shall be responsible for all insurance to any personal property of Tenant or in Tenant's care, custody or control. Tenant is allowed to self -insure without the prior written consent of Landlord. Any self -insured retention or other financial responsibility for claims shall be covered directly by Tenant in lieu of insurance. 11.01.01. Adiustments to Reauired Coverage and Limits. Insurance requirements, including additional types of coverage and increased limits on existing coverages, are subject to change at Lessor's option and as necessary to cover Tenant's use and occupancy of the Leased Premises. Tenant will accordingly comply with such new requirements within thirty (30) days following notice to Tenant. As a condition precedent to the effectiveness of this Lease, Tenant shall furnish Lessor with appropriate certificates of insurance signed by the respective insurance companies as proof that it has obtained the types and amounts of insurance coverage required herein. Tenant hereby covenants and agrees that not less than thirty (30) days prior to the expiration of any insurance policy required hereunder, it shall provide Lessor with a new or renewal certificate of insurance. In addition, Tenant shall, at Lessor's request, provide Lessor with evidence that it has maintained such coverage in full force and effect. ARTICLE 12. INDEPENDENT CONTRACTOR 12.01. It is expressly understood and agreed that Tenant shall operate as an independent contractor as to all rights and privileges granted herein, and not as an agent, representative or employee of Lessor. Tenant shall have the exclusive right to control the details of its operations and activities on the Leased Premises and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, patrons, licensees and invitees. Tenant acknowledges that the doctrine of respondent superior shall not apply as between Lessor and Tenant, its officers, agents, employees, contractors and subcontractors. Tenant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between Lessor and Tenant. ARTICLE 13. ENVIRONMENTAL AND HAZARDOUS MATERIALS 13.01. For purposes of this Lease, the following terms shall have the following meanings: (1) "Hazardous Materials" shall mean (i) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, transformers, or other equipment that contains dielectric fluid containing polychlorinated biphenyls in violation of Environmental Law, and radon gas in indoor air at concentrations above US Environmental Protection Agency action levels; (ii) any chemicals or substances now or Page 8 of 28 hereafter defined as or included in the definition of "hazardous materials", hazardous wastes", "extremely hazardous wastes", "restricted hazardous wastes", "toxic substances", "toxic pollutants", "contaminants" or "pollutants", or words of similar import, under any applicable Environmental Law; and (iii) any other chemical, material, or substance, exposure to which is now or hereafter prohibited, limited, or regulated, by any applicable Environmental Law or governmental authority; (2) "Release" or "Re leased" means disposed, discharged, injected, spilled, leaked, leached, dumped, emitted, escaped or emptied in, on, or under any land, water, or air, or otherwise entered into the environment, and as otherwise more broadly defined in applicable Environmental Law; (3) "Environmental Law" means all applicable Governmental Rules (whether now or hereafter in effect), relating to the regulation of, imposing standards of conduct or liability regarding, or protection of, human health, natural resources, conservation, the environment, or the storage, treatment, disposal, transportation, handling or other management of Hazardous Materials; and (4) "Governmental Rules" means all statutes, laws, treaties, rules, codes, ordinances, regulations, permits, interpretations, certificates or orders of any governmental entity, or any judgments, decisions, decrees, injunctions, writs, orders or like actions of any court, arbitrator, or other Federal, State or local governmental entity. Tenant hereby acknowledges and agrees that Lessor is not the Generator as defined by Environmental Law of any Hazardous Materials which Tenant has allowed on the Leased Premises. 13.02. Tenant covenants and agrees with Lessor as follows: (1) the construction and installation of all Improvements and the use and operation of the Leased Premises shall at all times be in material compliance with applicable Environmental Law; (2) Tenant will obtain all environmental permits, licenses. and approvals that are necessary or required by applicable Environmental Law to conduct its business and operations on the Leased Premises prior to conducting such business or operations, and Tenant shall at all times materially comply with such environmental permits, licenses, and approvals; (3) neither Tenant nor any person acting on behalf of or at the direction of Tenant shall bring onto, use, store, generate, treat, process, dispose of, recycle, incinerate or transport any Hazardous Materials in, on, or under the Leased Premises except in compliance with applicable Environmental Law and in a reasonable and prudent manner so as to prevent the Release or threat of Release of any Hazardous Material on, onto or from the Leased Premises; (4) Tenant shall regularly inspect the Leased Premises to monitor and ensure that the Leased Premises are at all times in material compliance with applicable Environmental Law; (5) Tenant shall use commercially reasonable efforts to protect the Leased Premises against intentional or negligent acts or omissions of third parties which might result in the Release of Hazardous Materials on the Leased Premises in violation of applicable Environmental Law; and (6) if Tenant has actual knowledge that any Hazardous Materials are Released by Tenant or any person other than by Lessor or Lessor's agents in, on, or under the Leased Premises in violation of Environmental Law during the Term of this Lease: a. Tenant shall promptly notify Lessor of the occurrence of the Release of the Hazardous Materials and shall promptly provide Lessor with Tenant's response action and/or communication with any governmental agency to which Tenant is required by applicable laws to report such Release. Tenant shall furnish or make available to the Lessor such information, documents, and other communications as Lessor shall reasonably request; Page 9 of 28 b. Tenant shall promptly and timely commence or cause to be commenced appropriate actions required by applicable Environmental Law to clean up the Hazardous Materials that have been Released on the Leased Premises (collectively referred to as "Response Action") and shall conduct and perform or cause to be conducted or performed all appropriate Response Action in accordance with applicable Environmental Law; and C. Tenant, at its sole cost, shall contract for or perform all Response Action in the Tenant's own name or cause the violator to do so in the violator's name. 13.03. TENANT HEREBY COVENANTS AND AGREES THAT IT SHALL BE RESPONSIBLE FOR, AND WAIVES, RELEASES, AND FOREVER DISCHARGES THE INDEMNITEES FROM, AND AGREES TO INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST, ALL EXPENSES, COSTS (INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS), LOSSES, DAMAGES, PENALTIES, FINES, AND OTHER EXPENDITURES OF ANY NATURE ARISING FROM OR IN CONNECTION WITH ANY CLAIMS, DEMANDS, LIENS, INVESTIGATIONS, NOTICES OF VIOLATION, GOVERNMENTAL DIRECTIVES, CAUSES OF ACTION OR ANY OTHER ADMINISTRATIVE OR LEGAL PROCEEDINGS OF ANY NATURE WHICH RESULT FROM, RELATE TO, OR ARISE OUT OF (1) THE BREACH OF ANY COVENANT OR AGREEMENT OF TENANT IN THIS SECTION 13.03, (2) THE PRESENCE OR ALLEGED PRESENCE OF HAZARDOUS MATERIALS IN, ON, OR UNDER THE LEASED PREMISES IN VIOLATION OF ANY ENVIRONMENTAL LAW, OR (3) THE VIOLATION OF ANY APPLICABLE ENVIRONMENTAL LAW WITH RESPECT TO THE LEASED PREMISES DURING THE TERM OF THIS LEASE; SO LONG AS, IN EACH INSTANCE, THE PRESENCE OR RELEASE OF THE HAZARDOUS MATERIAL OR THE VIOLATION OF ENVIRONMENTAL LAW WAS NOT CAUSED DIRECTLY OR INDIRECTLY BY LESSOR OR AN INDEMNITEE. THIS RELEASE AND INDEMNITY SPECIFICALLY INCLUDES (A) ALL COSTS OF "REMOVAL" AND/OR "REMEDIAL ACTION" AND ALL OTHER COSTS OF "RESPONSE", AS THOSE TERMS ARE DEFINED AND USED IN APPLICABLE ENVIRONMENTAL LAW, AND (B) ALL OTHER COSTS AND EXPENSES OF ANY NATURE INCURRED BY, ASSESSED AGAINST, IMPOSED UPON, OR CHARGED TO THE INDEMNITEES RELATING TO COMPLIANCE WITH OR ENFORCEMENT OF APPLICABLE ENVIRONMENTAL LAW. IF ANY INDEMNITEE INCURS COSTS OR EXPENSES DESCRIBED IN THIS INDEMNITY, TENANT Page 10 of 28 SHALL REIMBURSE THE INDEMNITEE FOR THOSE REASONABLE COSTS OR EXPENSES WITHIN THIRTY (30) DAYS OF THE DATE OF RECEIPT BY TENANT OF NOTICE FROM THE INDEMNITEE, INCLUDING COPIES OF INVOICES OR OTHER VERIFICATION, THAT THE COSTS OR EXPENSES HAVE BEEN INCURRED. THE FOREGOING RELEASE AND INDEMNITY SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS LEASE. 13.04. If (i) there exists any uncorrected violation by Tenant of an Environmental Law or any condition, caused directly or indirectly by Tenant, which requires a cleanup, removal or other remedial action by Tenant under any Environmental Law, and such cleanup, removal or other remedial action is not initiated within the time period required by Environmental Law or (ii) Lessor reasonably determines that (A) such uncorrected violation or condition poses an imminent threat to the safety or wellbeing of any other users of the Leased Premises, the citizens of the City of Fort Worth, or other persons, or (13) the Leased Premises is likely to be further damaged or contaminated or other land on or in the vicinity of the Leased Premises is likely to be damaged or contaminated by virtue of the continued failure to correct such violation or condition; and such cleanup, removal or other remedial action is not initiated within ninety (90) days from the date of written notice from Lessor to Tenant, and diligently pursued to completion, the same shall, at the election of Lessor, constitute a default hereunder; and provided, further, that Lessor will not consider any failure to initiate such cleanup, removal or other remedial action within the aforesaid ninety (90) day period a default if such cleanup, removal or other remedial action is of such a nature that it cannot readily be initiated within the ninety (90) days and so long as Tenant commences in good faith to cure such uncorrected violation or condition and diligently pursues the cure continuously thereafter. 13.05. Tenant hereby grants to Lessor, its agents, employees, consultants, contractors, successors, and assigns, an irrevocable license and authorization, upon reasonable notice, to enter upon and inspect the Leased Premises (but not any facilities or improvements thereon), and perform such tests, including without limitation, subsurface testing, soils and groundwater testing, and any other tests thereon, as Lessor, in its sole discretion, determines is necessary to protect its interest in the Leased Premises, provided, however, that such access to the Leased Premises shall not unreasonably interfere with Tenant's use of the Leased Premises. 13.06. During the Term, Tenant agrees to provide Lessor with copies of any environmental reports Tenant obtains (without Tenant being obligated to obtain any such reports) relating to the Leased Premises. ARTICLE 14. DEFAULT AND REMEDIES 14.01. Termination on Default. If Tenant defaults in performing any covenant or term of this Lease and does not correct the default within thirty (30) days after receipt of written notice from Lessor to Tenant specifying the default, plus an additional reasonable period of time if Tenant is proceeding with diligence to cure the default, then Lessor may declare this Lease, and all rights Page 11 of 28 and interest created by it, terminated. If Lessor elects to terminate, this Lease will cease as if the day of Lessor's election were the day originally fixed in the Lease for its expiration. 14.02. Other Remedies. Any termination of this Lease as provided in this article will not relieve Tenant from paying any sum or sums due and payable to Lessor under the Lease at the time of termination, or any claim for damages then or previously accruing against Tenant under this Lease. Any such termination will not prevent Lessor from enforcing the payment of any such sum or sums or claim for damages by any remedy provided for by law, or from recovering damages from Tenant for any default under the Lease. All Lessor's rights, options, and remedies under this Lease will be construed to be cumulative, and not one of them is exclusive of the other. Lessor may pursue any or all such remedies or any other remedy or relief provided by law, whether or not stated in this Lease. 14.03. Knowinrr Emolovment of Undocumented Workers. Tenant acknowledges that Lessor is required to comply with Chapter 2264 of the Texas Government Code, enacted by House Bill 1196 (80th Texas Legislature), which relates to restrictions on the use of certain public subsidies. Tenant hereby certifies that Tenant, and any branches, divisions, or departments of Tenant, does not and will not knowingly employ an undocumented worker, as that term is defined by Section 2264 001(4) of the Texas Government Code. In the event that Tenant, or any branch, division, or department of Tenant, is convicted of a violation under 8 U.S. C. Section 1324a(f) {relating to federal criminal penalties and injunctions for a pattern or practice of employing unauthorized aliens, Lessor may terminate this Lease upon written notice to Tenant within sixty (60) days after the conviction (subject to any appellate rights that may lawfully be available to and exercised by Tenant). ARTICLE 15. NOTICES 15.01. Notices. Any notice, demand, request or other communication hereunder given or made by either party to the other shall be in writing and shall be deemed to be delivered whether actually received or not, when deposited in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties hereto at the respective addresses set out below, or at such other address as they may hereafter specify by written notice so given. (a) If to Lessor: Ricky Salazar, Assistant Director Property Management Department City of Fort Worth 900 Monroe Street, Suite 400 Fort Worth, TX 76102 With a copy to: City Attorney's Office Attn: Matthew A. Murray City of Fort Worth 200 Texas Street Fort Worth, TX 76102 Page 12 of 28 (b) If to Tenant: Child Care Associates Attn: Kara Waddell, President -CEO 3000 E. Belknap Fort Worth, TX 76111 With a copy to: Caroline Harrison Pham Harrison LLP 505 Pecan Street, Suite 200 Fort Worth, Texas 76102 ARTICLE 1.6. GENERAL PROVISIONS 16.01. Survey. Tenant, at Tenant's sole cost and expense, shall survey the Leased Premises ("Survey") and provide a copy of the Survey to Lessor as soon as is reasonably practicable after the Commencement Date. The Survey shall consist of a plat and field notes describing the Leased Premises, prepared pursuant to a current on -the -ground staked survey performed by a registered public surveyor or engineer satisfactory to Lessor. The Survey shall (i) be certified to Tenant and to Lessor, its successors and assigns, (ii) reflect the actual dimensions of and the total number of square feet within the Leased Premises, net of any portion thereof lying within a publicly dedicated roadway or a utility easement, (iii) identify any rights -of -way, easements, or other encumbrances by reference to applicable recording data, and (iv) include the Surveyor's registered number and seal, and the date of the Survey. The legal description of the Leased Premises on the survey obtained by Tenant shall then be added to and incorporated into Exhibit "A" of this Agreement, and shall control in the event of discrepancies between it and any preliminary description of the Leased Premises shown on Exhibit "A". 16.02. Assignment and Sublease. Tenant may not sell or assign its leasehold estate, or any portion of it, without the prior written approval of the Lessor. 16.03. Right of Entry and Inspection. Tenant must permit Lessor or its agents, representatives, or employees to enter the Leased Premises for the purposes of inspection; determining whether Tenant is complying with this Lease; maintaining, repairing, or altering the Leased Premises; or any other reasonable purpose. 16.04. No Partnership or Joint Venture. The relationship between Lessor and Tenant is at all times solely that of Lessor and tenant and may not be deemed a partnership or a joint venture. 16.05. Force Maieure. If constructing the Improvements or curing any default (other than failure to pay any amount due hereunder) or performing any other covenant or term is delayed by reason of war, civil commotion, act of God, governmental restrictions, regulations, or interference, fire or other casualty, or any other circumstances beyond Tenant's control or that of the party obligated or permitted under this Lease to do or perform the term or covenant, regardless of whether the circumstance is similar to any of those enumerated or not, each party so delayed is excused from performance during the delay period. Page 13 of 28 16.06. No Termination on Bankruptcy. Bankruptcy, insolvency, assignment for the benefit of creditors, or the appointment of a receiver will not affect this Lease as long as Tenant and Lessor or their respective successors or legal representatives continue to perform all covenants of this Lease. 16.07. No Waiver. No waiver by either party of any default or breach of any covenant or term of this Lease may be treated as a waiver of any subsequent default or breach of the same or any other covenant or term of this Lease. 16.08, Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of Texas. 16.09. Performance of Agreement. The obligations under the terms of the Lease are performable in Tarrant County, Texas, and any and all payments under the terms of the Lease are to be made in Tarrant County, Texas. 16.10. Venue. Venue of any action brought under this Lease shall be in Tarrant County, Texas if venue is legally proper in that county. 16.11. Severability. If any provision of this Lease is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this Lease will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 16.12. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Lease and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Lease or Exhibits A and B. 16.13. Amendments 1 Modifications I Extensions. No amendment, modification, or extension of this Lease will be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 16.14. Counterparts. This Lease may be executed in one or more counterparts and each counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute one and the same instrument. 16.15. Sip -nature Authority. The person signing this Lease hereby warrants that they have the legal authority to execute this Lease on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Lease and any amendment hereto, may be executed by any authorized representative of Tenant. Each party is fully entitled to rely on these warranties and representations in entering into this Lease or any amendment hereto. 16.16. Governmental Powers. It is understood and agreed that by execution of this Lease, Lessor does not waive or surrender any of its governmental powers or immunities. Page 14 of 28 16.17. Electronic Signatures. This Lease 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. 16.18. Entirety of Lease. This Lease contains the entire understanding and Lease between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written Lease is hereby declared null and void to the extent in conflict with any provision of this Lease. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Page 15 of 28 LESSOR: THE CITY OF FORT WORTH CONTRACT COMPLIANCE 7�GG9�� � MANAGER:F/ By signing I acknowledge that I am the By: Dana Burghdoff (Aug 31, 20 09:19 CDT person responsible for the monitoring and Name: Dana Burghdoff administration of this contract, including Title: Assistant City Manager ensuring all performance and reporting Date: August 31, 20 22 requirements. APPROVAL RECOMMENDED: r By: Name: Ricky Salazar Title: Assistant Director, Property Management Department ATTEST: By: Name: Jannette S. Goodall Title: City Secretary TENANT: CHILD CL9KE WOUATES By: Name: Kanae Spra Title: C ief Financial Officer Date: -4 ht-k?.- By: Name: Ricky Salazar Title: Assistant Director, Property Management Department APPROVED AS TO FORM AND LEGALITY: By: Name: Matthew A. MuiTay Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 22-0330 (May 10, 2022) Form 1295: N/A [ACKNOWLEDGEMENTS APPEAR ON THE FOLLOWING PAGE] Page 16 of 28 ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the unde signed authority, a Notary Public in and for the State of Texas, an this day personally appeared - (AVUV- .l� , known to me to be the same person �isfrumeTa'd whose name is subscribed to the foregoing acknowledged to me that the same was the act of Child Care Associates and that she executed the same as the act of said entity for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the date of R• way'-e Notary Public in and for the State �fTexas +�,�•�ypYP��y ANTORNETTE LESHA LANGEL rx° n_ Notary Public, State of Texas q $ Comm. Ex w •,,,,: Aires 06-30-2024 Notary ID 130199480 ACKNOWLEDGEMENT STATE OF TEXAS COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Dana Burghdoff , Assistant City Manager of the City of Fort Worth, known to me to be the same person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he/she executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the date of August 31, 2022 Notary Public in and for the State of Texas Page 17 of 28 EXHIBIT "A" THE LEASED PREMISES CONSTRUCTION DOCUMENTS I vl mill, ++ LVT RISE PHASE II �? FZ R c; A• 11 ! e ` 1 IICt CALMAkTAVE ��• �~'�� mow' � � �I F[VNi YlOR1H, lE%AS l611i ....r 1 Page 18 of 28 EXHIBIT "B" OHS LEASE RIDER This Lease RIDER ("Rider"), made as of Aug 31 , 2022 , by and between the City of Fort Worth, a Texas home rule municipal corporation ("Lessor"), Child Care Associates, a Texas non- profit corporation ("Tenant"), and United States Department of Health and Human Services, Administration for Children and Families ("HHSIACF") attaches to the lease between Lessor and Recipient/Grantee entered into on , for the real property located at 8201 Calmont Avenue, Fort Worth, Texas 76116 ("Lease"). HHSIACF is not a party to the attached Lease, but joins in execution of this document solely to evidence its consent to the provisions hereof. WITNESSETH: WHEREAS, Lessor is the owner of real property located at 8201 Calmont Ave. Fort Worth, Texas 76I 16-3504 and described in Exhibit A attached hereto and hereby incorporated into this Rider (the "Property"); WHEREAS, On June 9, 2021, the United States Department of Health and Human Services, Administration for Children and Families ("HHSIACF") awarded Grant Number 06HE000376- 0 1 -0 1 in the amount of $2,119,000 to Tenant for the purpose of operating a Head Start facility in Tarrant County.; WHEREAS, Tenant has agreed to lease the above -described Property ("Leased Premises") from Lessor for the purpose of operating a Head Start facility, pursuant to a lease, a copy of which is attached hereto as Exhibit B (the "Lease"), which establishes a leasehold interest (the "Leasehold") for the benefit of the Tenant; WHEREAS, HHSIACF has approved Tenant's planned use of its award of Head Start grant for placement of a modular unit on Leased Premises or to fund leasehold improvements on the Leased Premises, which consist of either construction of a facility on the Property or major renovation of the Leased Premises (the "Improvements"), and; WHEREAS, HHSIACF has and will continue to have a Federal Interest (defined below) in the Leasehold and Improvements because the Tenant has used Federal grant funds awarded by HHSIACF to place a modular unit on the Leased Premises or make Improvements to the Leased Premises. The Federal Interest includes any future HHSIACF awards made for Improvements to the Leasehold. NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the Parties agree as follows: . 1. Definitions: Under this Rider, the following terms are defined as follows: (a) Event of Default: The term "Event of Default" means an event of default under the Lease. Page 19 of 28 (b) Federal Interest: The term "Federal Interest," in the context of the Lease, is the interest of HHS/ACF in the Leasehold that secures the remaining value of the Improvements. (c) Lessor: The term "Lessor" means the City of Fort Worth and/or its heirs, assignees, and successors under this Rider and the Lease. (d) Modular Unit: The term "Modular Unit" means a portable prefabricated structure made at another location and moved to a site for use by a Head Start recipient/grantee to carry out a Head Start program, regardless of the manner or extent to which the modular unit is attached to the underlying real property. (e) Parties: The term "Parties" shall refer to Lessor, Tenant, and their respective heirs, successors, and assignees under this Rider and the Lease. (f) Tenant: The term "Tenant" means Child Care Associates and/or its heirs, assignees, and successors under this Amendment and the Lease. 2. Federal Interest. (a) This Lease Rider evidences a Federal Interest in the Leasehold that secures the right of the federal awarding agency to recover the remaining value of the Improvements in the event that a Iease is terminated prior to expiration of its full term, including costs associated with relocation or replacement of a modular unit following such termination. (b) The Federal Interest in the Leasehold of a facility on which the Tenant has made major renovations with Federal Head Start funds or placement of a modular unit on the Leased Premises continues for a period of at least 15 years and the Federal Interest in the Leasehold of land on which the Tenant has constructed a facility with Federal Head Start funds continues for a period of at least 30 years notwithstanding any termination of the lease prior to completion of its original term. (c) In the event of termination prior to completion of the original term of the Lease, the value of the Improvements will be determined by applying the remaining term of the Lease expressed as a percentage of the entire term and applying the resulting percentage to the amount of Federal Head Start funds awarded to the Recipient/Grantee for the Improvements. The value of the Improvements at the time of termination and any costs associated with relocation or replacement of a modular unit following such termination is subject to disallowance at the discretion of the awarding agency. 3. Tenant's Obligations. (a) The Tenant agrees not to sublease, assign, or otherwise transfer the Leased Premises, or use the Leased Premises for any non -grant purpose, without the express written approval of the responsible HHSIACF official. (b) The Tenant agrees to provide HHSIACF with notice: (1) Of any Event of Default by the Tenant, on the date of the discovery of such Event of Default; and/or Page 20 o f 28 (2) That the Lessor has notified the Tenant of its intent to exercise the remedy of cancellation, termination, and/or other remedies, on the day that the Tenant receives such notice from the Lessor. 4. Lesson's Promise To Notifv HHSIACF. The Lessor agrees to provide HHS/ACF with notice: (a) Of any Event of Default by the Tenant, as soon as the Lessor first knows of such default; (b) That the Lessor intends to exercise its remedy of cancellation, termination, and/or any other remedy, on the day that Lessor notifies the Tenant that it intends to exercise such remedy or remedies; (c) That the Lessor intends to mortgage the Leased Premises; and/or (d) Of any Iien or other encumbrance affecting title that has been attached to the Leased Premises, as soon as practicable after Lessor first knows of any such lien or other encumbrance affecting title. 5. Addresses For Notification To HHSIACF. Whenever notice to HHSIACF is required under this Rider, the Lessor and the Tenant promise to provide both telephonic and written notification (by registered mail, return receipt requested) to the following HHSIACF offices, or to their successors: (a) Region 6 Office of Grants Management Administration for Children and Families U.S. Department of Health and Human Services 1301 Young Street, Suite 106-1060 Dallas, TX 75202 Telephone Number: (214) 7679648 Dallas@acf.hhs.gov (b) Dr. Bernadine Futrell Director, Office of Head Stark Administration for Children and Families 330 C St., S.W. Washington D.C. 20201 Telephone Number: (877) 696-6775 (c) Office of the General Counsel, Children, Families, and Aging Division United States Department of Health and Human Services 330 Independence Avenue, S.W., Rm. 4276 Washington, DC 20201 Telephone Number: (202) 690-8005 Page 21 of 28 In addition, if the offices listed above have a change of name, address, and/or telephone number, the Lessor and the Tenant further agree to take all reasonable action necessary to discover and notify the appropriate government offices listed in this section. 5. Contents ofNotification to HHSIACF. The Lessor and the Tenant agree to include the following information in the written notice to HHSIACF whenever such notice is required under this Rider: (a) The full names, addresses, and telephone numbers of the Lessor and the Tenant and the address of the Leased Premises; (b) The following statement, prominently displayed at the top of the first page of the notice: The Federal Interest in certain real property or equipment purchased or improved by the Office of Head Start may be at risk. Immediately give this notice to the appropriate government offrcia! (c) The date and the nature of the default and the manner in which the default may be cured and/or an explanation of other circumstances that required the notice; (d) In the event that the Lessor will be exercising the remedy of cancellation, termination, and/or other remedies, the date or expected date of the cancellation and/or exercise of any remedy or remedies. (e) Of any notice of foreclosure or other action to enforce a remedy against the Leased Premises by a third party on the day that Lessor receives notice of such foreclosure or other action. 7. Tenant's Promise to Notifv Lessor of Changes in HHSIACF's Address. The Tenant agrees to give the Lessor written and telephonic notice of any change of name, address, and/or telephone number of an HHSIACF office listed in Section S. If one or more of the HHS/ACF offices listed in Section 5 stops operating, the Tenant agrees to give the Lessor written and telephonic notice of the name, address, and telephone number of the succeeding Federal office(s) to which notice must be given. 8. HHSIACF's .Ricks in Event of The Tenant's Default. If an Event of Default occurs, the Parties agree that HHS/ACF may intervene to ensure that the default is cured by the Tenant, HHS/ACF, or another entity designated by HHS/ACF and that the Lessor shall accept the payment of money or performance of any other obligation by HHS/ACF or its designee, for the Tenant, as if such payment of money or performance had been made by the Tenant. In the event of default, HHSIACF or its designee has the right to take possession of any modular unit on the leased property and remove it to another location. Unless otherwise specified in Section 8, HHS/ACF shall have sixty (60) days from the date of receipt of notice of the default that has been served in full compliance with Sections 4 through 7 above in which to intervene and to Page 22 of 28 attempt to cure the default. If HHS/ACF fails to respond to any notice of default from Lessor, HHSIACF's Federal Interest and the Tenant's obligation to repay the remaining value of the Improvements are preserved pursuant to 45 C.F.R. § 1303.49(a)(4). 9. SDecial Period for Curine Certain Non-Monetary Defaults. With respect to non -monetary defaults that cannot with due diligence be cured within sixty (60) days from the date of receipt of notice of default that has been served in full compliance with Sections 4 through 7 above, if Tenant, HHSIACF, or another entity designated by HHSIACF promptly commences to cure the default within the sixty (60) day period and thereafter continues to attempt to cure the it with due diligence, then the party attempting to cure the default shall have the right to such additional time as may be reasonably necessary to finish curing the default. 10. Delav of Exercise of Remedies Pendinz Cure. In the event of a default under the Lease, Lessor agrees that it shall not commence cancellation or termination of the Lease or any other remedies that affect ownership or possession of the Leased Premises until after (i) HHSIACF has been properly served, in full compliance with Sections 4 through 7, with notice of default and intent to exercise remedies, and (ii) one of the following events has occurred: (a) The responsible HHSIACF official informs the Lessor in writing that HHSIACF has decided not to cure the default; or (b) HHSIACF fails to timely cure the default within the period of time set forth in Sections 8 or 9. 11. HHSIACF's Rijzht to Substitute Another Entitv Under the Lease. Notwithstanding any other provision of this Rider or the Lease, the Parties recognize and hereby consent that, in an Event of Default, or the withdrawal or termination of the Tenant from the Federal grant, the Lease may be assumed by an entity designated by HHSIACF. The Lessor will have the right to approve the entity HHSIACF designates to assume the Lease, but such approval will not be withheld except for good cause and will not be unreasonably delayed. Any interim or replacement recipient/grantee must, as a precondition to its occupancy of the Leased Premises, execute an Assumption Agreement approved by Lessor and HHSIACF. 12. Tenant Shall Cooperate With Substitution. The Tenant covenants and agrees that, in the event HHSIACF designates another entity, either on an interim or permanent basis, to assume the Tenant's rights, obligations, and liabilities under the grant and the Lease, the Tenant will relinquish to such designee possession and all property interests that the Tenant might have in the Leased Premises, subject to any compensation to which the Tenant may be entitled. Page 23 of28 13. Substitution by HHSIACF Shall Not Constitute an Event of Default. Notwithstanding any other provisions of this Rider or the Lease, the Parties agree that any substitution of recipients/grantees by HHSIACF, either on an interim or permanent basis, shall not constitute a default under this Rider or an Event of Default. The Parties further agree that any such substitution by HHSIACF that is made in accordance with this Rider shall not trigger termination of the Lease or any other remedy under this Rider or the Lease. 14. Notice o{Federal Interest in the Leasehold. This Rider also serves to notify all potential sellers, purchasers, transferors, transferees, mortgagees, creditors, and any other persons or entities who have or may seek to obtain an interest of any kind in the Property of the Federal Interest in the Leasehold. In accordance with the terms of the Federal grant, the Head Start Act, 42 U.S.C. §§ 9831- 9852c, 45 C.F.R. Parts 75 and 1303, and relevant decisions of the United States courts, the restrictions on the use of the Leased Premises include, but are not limited to, the following: (a) The Leased Premises may not be used for any purpose inconsistent with that authorized by the Head Start Act and applicable regulations. (b) Leased Premises may not be encumbered, used as collateral, sold or otherwise transferred by the Tenant to another party without the written permission of the responsible HHSIACF official. (c) The grant conditions and requirements cannot be altered or nullified through a transfer of ownership. Further information regarding the Federal Interest in the Leasehold can be obtained from the HHSIACF Regional Office of Grants Management, at the address provided in Section 5(a). 15. Bindinz on Heirs. Successors Ands4ssikns. This Rider shall be binding upon and inure to the benefit of the respective heirs, successors and assigns of each Party but does not otherwise create, and shall not be construed as creating, any rights enforceable by any person not a party to this Rider. 16. Entire 4 ereement. This Rider constitutes the entire agreement among the Parties regarding the Federal Interest in the Leasehold, and any other statement, promise, representation or agreement, either written or oral, made by any party or agents of any party, that is not contained in this written Rider shall not be enforceable. 17. Inte2ration and Modification. Page 24 of 28 No modification, waiver, amendment, or discharge of this Rider shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge, or change is sought. No provision of this Rider shall be modified or limited by course of conduct or usage of trade except by an executed written agreement. In the event of a conflict between this Rider and the Lease, the terms of this Rider shall govern. 18. Severability. In the event that any of the agreements, terms, or provisions contained in this Rider shall be invalid, illegal, or unenforceable in any respect, the validity of the remaining agreements, terms, and provisions contained herein shall not be in any way affected, prejudiced, or disturbed. 19. Knowinz and Voluntary Arereement. The Parties have entered into this Rider voluntarily and with a complete and thorough understanding of its terms, meaning, and effect. Each of the undersigned is signing the Rider voluntarily and freely, without coercion, having had the opportunity to read and raise questions about its meaning prior to signing. 20. Counterparts. This Rider may be executed in any number of counterparts and by different parties in separate counterparts, each of which, when so executed and delivered, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. 21. Due Authorization. The persons executing this Rider on behalf of a Party represent and warrant to the other Party that he or she has been duly authorized by such Party to so execute this Rider. IN WITNESS WHEREOF, the Parties have executed this Rider pursuant to authority duly given, as of the date first above written. [Signature pages folIow.] Page 25 of 28 TENANT: Child Car ssocia 000 Signat}re: By: YNAAlert "51.I � J ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the and signed author'ty, a Notary Public in and for the State of Texas, on this day personally appeared AA%. t b"t.I rJ , known to me to be the same person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of Child Care Associates and that she executed the same as the act of said entity for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the date of Notary Public in and for the State of Texas .�'`�rP�'�•, ANTQRNETTE LESHA LANGEL _°• ;�: Notary Public, State of Texas q *y� Comm. Expires 06-30-2024 Notary ID 130199480 Page 26 of 28 LESSOR: City of Fort Worth, Texas ffl. SipatureAanaBurghdoff(Aug20 09:19 CDT,/ By. Assistant City Manager ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Dana Burghdoff , known to me to be the same person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of Child Care Associates and that she executed the same as the act of said entity for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the date of August 31, 2022 Notary Public in and for the State of Texas Page 27 of 28 UNITED STATES DEPARTMENT OF HEALTH AND HUMAN SERVICES ADMINISTRATION FOR CHILDREN AND FAMILIES Signature: By: Grants Management Officer ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared , known to me to be the same person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of and that she executed the same as the act of said entity for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the date of Notary Public in and for the State of Texas Page 28 of 28 8/26/22, 2:22 PM M&C Review CITY COUNCIL AGENDA Create New From This M&C DATE: 5/10/2022 REFERENCE NO.. CODE: L TYPE: M&C 22-0330 LOG NAME: NON- PUBLIC CONSENT HEARING: Official site of the City of Fort Worth, Texas Fn 21 CHILD CARE ASSOCIATES me] SUBJECT: (CD 3) Authorize Execution of a Ground Lease Agreement with Child Care Associates for the Construction and Operation of a Head Start Facility on a Portion of the City's Property Located at 8201 Calmont Avenue, Fort Worth, Texas 76116, Authorize a Waiver of Fair Market Rent, and Find That the Waiver of Fair Market Rent Will Serve a Public Purpose RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a ground lease agreement with Child Care Associates for the construction and operation of a Head Start facility on a portion of the City's property located at 8201 Calmont Avenue, Fort Worth, Texas 76116; and 2. Authorize a waiver of fair market rent and authorize a nominal rental amount of one dollar per year; and 3. Find that the waiver of fair market value rent will accomplish the public purpose of providing academic, social, and economical growth through quality early education and child care and that the ground lease agreement includes sufficient controls to ensure that the public purpose is carried out. DISCUSSION: On March 19, 2019, the City Council approved Mayor and Council Communication (M&C) L-16192 for the acquisition of property located at 8201 Calmont Avenue, Fort Worth, Texas 76116 and retained 0.69 acres of the property as non -park land for the future location of a Child Care Associates (CCA) Head Start facility. Approval of this M&C would authorize the City of Fort Worth (City) to execute a ground lease agreement with CCA for approximately 0.69 acres of unimproved land located on the LVTRise campus at 8201 Calmont Avenue, Fort Worth, Texas 76116 (Leased Premises). The ground lease would have an initial term of 30 years and include an option to extend for one renewal term of ten years at CCA's discretion. A waiver of fair market rent is necessary to accomplish the public purpose served by the Head Start facility and rent would be charged at the nominal rate of one dollar per year. CCA currently intends to install a modular building on the Leased Premises in which to operate the Head Start program. With the City's approval, CCA may construct other improvements on the Leased Premises. CCA will retain ownership of the improvements during the term of the ground lease, and, upon the termination of the ground lease, the City may elect to assume ownership of the improvements and require CCA to restore the property to its previous condition. CCA will be responsible for securing all appropriate zoning, licenses, certificates, and permits necessary for the intended use of the leased property. CCA shall also be responsible for all utility costs. Due to CCA's use of Federal Head Start funds administered by the United States Department of Health and Human Services, Administration for Children and Families ("HHS/ACF") to place and operate the Head Start facility, HHS/ACF will have a federal interest in the ground lease and improvements for a period of fifteen (15) years. The HHS/ACF interest secures the right of HHS/ACF to recover the remaining value of the improvements in the event that the lease is terminated prior to the expiration of its initial term and includes any additional improvements funded by future HHS/ACF awards. This property is located in COUNCIL DISTRICT 3. apps.cfwnet.org/council_packet/mc_review.asp?ID=29883&counciIdate=5/10/2022 1 /2 8/26/22, 2:22 PM M&C Review FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and execution of the agreement, funds will be deposited into the General Fund. The Property Management Department (and Financial Management Services) is responsible for the collection and deposit of funds due to the City. TO Fund Department Account Project Program Activity Budget Reference # Amount ID I ID Year I (Chartfield 2) ;I Zia] J, Fund Department Account I Project Program Activity I Budget Reference # Amount ID ID I Year (Chartfield 2) Submitted for City Manaaer's Office by_ Dana Burghdoff (8018) Originating Department Head: Steve Cooke (5134) Additional Information Contact: Ricky Salazar (8379) ATTACHMENTS FID SHEET CCA.xlsx (CFW Internal) M&C map.pdf (Public) apps.cfwnet.org/council_packet/mc_review.asp?ID=29883&counciIdate=5/10/2022 2/2 EXHIBIT B REQUEST FOR APPLICATIONS FOR INFANT AND TODDLER INFRASTRUCTURE EXPANSION Child Care Associates (CCA) has opened a Request for Applications (RFA) to establish a multi -year initiative to expand access to early education. In partnership with Tarrant County, CCA will facilitate improved access via the expansion of quality early learning facilities in high -need neighborhoods. This initiative aims to see 4-8 facilities built or renovated across Tarrant County, which will include Early Head Start programming to serve infants and toddlers. SECTION 1: OVERVIEW A. Background Child Care Associates supports child care programs in our community with coaching, training, grants, and community coordination. CCA tracks important child care data, leads innovations in North Texas early learning approaches and helps set the bar for quality statewide. While issues related to accessing quality, early learning have been long-standing for disproportionately impacted populations, COVID-19 compounded challenges, reducing the supply of quality child care in low-income neighborhoods while also severely impacting job losses in industries comprised of low to mid -wage workers. Lack of availability of quality child care centers, fear of children being exposed to COVID-19, and the rising cost of child care caused many families to withdraw their children from formal early education programs, further decreasing enrollment revenue for providers. A report released by the policy group Children at Risk indicates that Texas lost up to 21 % of child care providers from March 2020 to September 2021. Out of the programs closed during that time, 41% served infants and toddlers and 79% of them were child care homes. Many families live in child care deserts and lack geographic ease of access to child care. Children of color are overrepresented in these areas. In the Children at Risk desert map(https://childrenatrisk.org/childcaredeserts/), 24 zip codes in Tarrant County are child care deserts. It also reports there are only 51.5 child care seats per 100 children of working parents. More early learning facilities are needed to accommodate the growing number of children who require child care, especially in areas where there are inadequate services. B. Project Summary CCA, in partnership with Tarrant County welcomes proposals for Early Head Start facilities with a minimum of 8 classrooms, an age -appropriate playground, interior storage, offices, a commercial kitchen, bathrooms, a staff breakroom, and an indoor play area for multiple uses. C. Expansion Funding Funding for this infrastructure expansion is made available through Tarrant County's State and Local Fiscal Recovery Funds (FRF) program authorized through the American Rescue Plan Act (ARPA). These funds are to be used to mitigate the ongoing effects of COVID-19 and support pandemic recovery in Tarrant County, Texas. The Tarrant County Commissioners Court, the governing body of Tarrant County, will ensure its ARPA FRF dollars are expended in the most Page 1 effective, efficient, and equitable manner possible. As part of its goal to revitalize the economy, Tarrant County is partnering with CCA to expand access to high quality early learning through partnerships with local, public entities. D. Agreement Terms Entities whose proposals are selected for funding will be required to enter into an Interlocal Agreement (ILA) with Tarrant County. Payments will be made as a reimbursement to project cost as outlined in the ILA. Fiscal recovery funds awarded through this RFP must be spent by June 30, 2025. Child Care Associates will serve as the owner's representative for each selected project. Entities receiving fiscal recovery funds through this RFA must enter into a contract with a Tarrant County Early Head Start provider by September 22, 2023, for operation of the facility for which the funds have been awarded. E. Site Expectations The contribution of land and/or an existing building is a prerequisite to be considered for this program. The contribution may be in the form of a land donation or a no/low cost, long-term ground or facility lease for a minimum of 30 years. Proposals must meet the following requirements: • Minimum 12,200 square feet (sq. ft.) facility • Minimum of 8 classrooms and 1 indoor play area, each ranging from 360 sq. ft. to 1800 sq. ft. (Early Head Start requirement) • Minimum of 25% of classrooms will be used for Early Head Start services • Minimum of 80 sq. ft. times 25% licensed capacity of designated outdoor play area • Parking to accommodate a minimum of 22 spaces • Building will need to be eligible for an Education or Education/Institutional Certificate of Occupancy SECTION 2 - APPLICATION PROCESS A. Tentative Timeline April 6, 2023 Application Opens April 11, 2023 Informational webinar for interested applicants at 2:00 p.m. CST April 17, 2023 Letter of Intent (LOI) for application must be submitted by 4:00 p.m. CST, see Attachment B April 27, 2023 Post LOI webinar for applicants at 2:00 p.m. CST May 19, 2023 Applications must be submitted by 2:00 p.m. CST June 16, 2023 Applicants notified of selection B. Eligibility To be considered eligible to apply for this RFA, applicants must meet the following requirements: • Be a public entity with legal ability to enter an Interlocal Agreement with Tarrant County Page 2 • Committed to partner with an Early Head Start grantee provider; commitment can be demonstrated by including a Letter of Mutual Intent to Partner • Execute an operating agreement with a current Tarrant County Early Head Start grantee provider by September 22, 2023 • Must not be debarred or suspended or otherwise excluded from or ineligible for participation in Federal/State contracts (must be registered with Sam.gov) • Have land and/or a building to contribute for construction of a new building or renovation of an existing building • Have access to capital to meet the reimbursement requirements of the Interlocal Agreement • Comply with all Federal and State regulations, including Davis -Bacon and Related Acts Compliance and Monitoring • Sign and certify Attachment A C. Application Submission Eligible respondents must upload complete proposal submissions no later than 2:00 p.m. CST on May 19, 2023 using the form at the following httns://childcareassociates.ora/iacc/infrastructureexnansion/ All proposals must be submitted electronically through the website portal. D. Selection Process Tarrant County and CCA staff will review applications to ensure eligibility and verify all information submitted in the application. Eligible applications will then be reviewed by the Evaluation and Selection Committee and scored based on the rubric outlined on page 8 of this RFA. Recommendations will be submitted to Tarrant County for consideration by the Commissioners Court. All applicants will receive written notification of selection or non -selection on or before June 16, 2023. Upon notice of selection, the respondent will work with a current Tarrant County Early Head Start provider to establish the facility's design, schedule, and operating agreement. Child Care Associates (CCA), as the owner's representative, will provide each respondent with the design guidelines for the building program. This will include, but may not be limited to, the program's square footage of interior spaces, the required licensing elements, interior finishes, furniture, fixtures, and equipment (FF&E), and the outdoor learning environment. The successful respondents are required to negotiate with a current Tarrant County Early Head Start provider and enter into an operating agreement for the proposed facility. Executed operating agreements are due to Tarrant County by September 22, 2023. Should the successful respondent not reach an agreement with a Tarrant County Early Head Start provider by September 22, 2023, Tarrant County may terminate its contract with the selected respondent and reconsider other applications. E. Terms Child Care Management Services - The child care services program provides financial aid (also known as subsidy) for child care to families who meet income requirements, promoting long-term self-sufficiency by enabling parents to work or attend education activities. This program strives to educate parents about the availability of quality child care, enhance children's early learning, and support early learning programs working to improve the quality of child care services. Child Care Desert — A child care desert is defined in Texas Labor Code as an area where the number of children younger than six years of age who have working parents is at least three times greater than the capacity of licensed child care providers in that area. Page 3 Early Head Start - Early Head Start programs (defined by the U.S. Department of Health and Human Services) provide family -centered services for low-income families with very young children. These programs are designed to promote the development of the children, and to enable their parents to fulfill their roles as parents and to move toward self- sufficiency. Proximity — proximity is defined as clients who qualify and live near high need areas and within 11 minutes of the proposed center location. Social Vulnerability Index -refers to the potential negative effects on communities caused by external stresses on human health. Such stresses include natural or human -caused disasters, or disease outbreaks. Census tracts are subdivisions of counties for which the Census collects statistical data. The Centers for Disease Control /Agency for Toxic Substances and Disease Registry Social Vulnerability Index ranks each tract on 15 social factors, including poverty, lack of vehicle access, and crowded housing, and groups them into four related themes: socio-economic status, household composition, race/ethnicity/language, and housing/transportation. Texas Child Care Regulations - Texas Health and Human Services protects children by regulating and educating child care providers. Additional information available at Child Care Regulation Handbook I Texas Health and Human Services SECTION 3 - EVALUATION CRITERIA, FORMAT, AND SUBMISSON A. Evaluation Process This section describes the evaluation process that will be used to determine which submissions provide the greatest benefit, are most advantageous, and provide the best value to Tarrant County. Discussions will be conducted with respondents determined to be reasonably qualified, and Tarrant County reserves the right to reject any and all submissions. Respondents shall be treated fairly and equally. CCA will convene an evaluation and selection committee comprised of the following: • Real Estate Professional • Facilities Management Professional • Construction Management Professional Construction and Real Estate Developer and End User • Design Professional The committee members will review the information contained in the responses and other sources and will evaluate the submissions, adhering to the provided criteria and scoring rubric. The evaluation committee recommendations are subject to approval by Tarrant County. Final approval will be determined by the Tarrant County Commissioners Court. CCA will work with the highest evaluated respondents, as determined by the selection committee, and approved by Tarrant County. Neither CCA nor Tarrant County shall be liable to any respondent for costs associated with responding to the RFA, for the respondent's participation in an interview, and/or for any costs associated with negotiations. CCA and Tarrant County reserve the right to request additional information and/or conduct interviews with specific respondents and/or any related public entity or partner. Page 4 Addenda CCA may issue addenda to make changes to the RFA, changes to the scope, respond to any questions, or provide clarification to information stated within the RFA. All written/published addenda shall become part of this RFA and must be included by the respondent in its response. All other communications are unofficial and non -binding. Submittal Requirements A qualified and responsive submission will contain the information detailed below, organized by the following categories: Proposed Facility Location, Construction Plan and Project Procurement Strategy, and Project Contributions. Each category listed should be separately labeled and each item within each category should be individually identified in the same order listed. Proposed Facility Location • Address and major cross streets for the proposed location • Proximity to Child Care Management Systems (CCMS) Programs as defined by Texas Policy Lab (TPL) listed within Exhibit 2 (CCA to verify) • Proximity to Early Head Start and/or Head Start per the Buxton model listed within Exhibit 1 (CCA to verify) Construction Plan and Project Procurement Strategy Confirm the entity's ability to enter an Interlocal Agreement with Tarrant County. Provide a detailed plan for the advertisement and engagement of all construction services (Construction Manager at Risk, Competitive Sealed Proposal, or other form of construction agreement) associated with the construction of a child care facility that complies with the program outlined in the RFA • Verify that the submitting entity can complete the proposed construction project within the allotted timeframe to meet funding requirements • Address the approach to achieving the complete scope of the project within budget and schedule constraints Project Contributions • Describe the proposed location and whether it is a greenfield site or a redevelopment • If a redevelopment, provide a list of services available at the site (i.e., Water meter, sanitary sewer, etc.) o Provide sizing/capacity of services • If a building is included, provide square footage, date of construction, previous use, and anticipated improvements/renovations required, and how much of the building square footage is dedicated to this project. There must be adequate outdoor space to meet licensing requirements for an outdoor play area. • Identify if this building is currently licensed for child care services by Texas Child Care Regulations and confirm details how this building is suitable to meet all requirements by child care regulations for the proposed licensure or registration. • Confirm the land/facility will be donated or can be leased at no/low cost to the Tarrant County Early Head Start grantee provider for at least 30 years • If building is to be leased, verify which Lessor will enter into the lease agreement with the Tarrant County Early Head Start grantee provider. Lessor must be one of the following: o Municipalities, foundations, corporations, school districts, non -profits, and higher education institutions • Contribution calculations will be based on a percentage of the total project budget. Please list the following for our calculations: Page 5 MONETARY CONTRIBUTIONS + Design and Consultant Services $0.00 + Existing Building Infrastructure $0.00 + Project Management Services $0.00 + Existing Building Appraised Value $0.00 - Renovation Costs to Achieve Program $0.00 TOTAL PROJECT CONTRIBUTIONS $0.00 / TOTAL PROJECT BUDGET $0.00 % APPLICANT CONTRIBUTION % (Remainder of page intentionally left blank) Page 6 RFA RESPONSE SCORING RUBRIC SCORING RUBRIC LOCATION Points Located in a census tract in need of Head Start and Early Head Start Programs per Overlapping Yes = 10 Buxton Early Head Start needs radials - Exhibit 1 Yes =5 No =0 Located in a census tract in need of a high -quality program that accepts families who Yes = 15 receive child care scholarships per Texas Policy Lab (TPL) - Exhibit 2 No = 0 Social Vulnerabilitv Index score of the proposed location, =SVI x 20 Geographic Distribution - 20 points if there are no known plans for high quality child care programs that accepts CCMS being considered in this location Ability to enter into an Interlocal Agreement Yes = 5, No = 0 Description of design and construction procurement and management 1 = no procurement or project management department 2 = procurement or project management department within organization to assist with project procurement or design and construction 3 = procurement and project management department within organization to assist with project procurement and design and construction 4 = will directly manage either procurement or design and construction project in house with CCA and Tarrant County oversight 5 = will directly manage = procurement and design and construction project in house with CCA and Tarrant County oversight 1-5 Ability to procure project and spend funding per schedule provided in RFA Yes = 5, No = 0 Letter of Intent from a Tarrant County Early Head Start grantee committing to partner and/or deliver Early Head Start services. PROJECT CONTRIBUTIONS Construction budget as a percentage of anticipated total project cost (Excluding Land Contribution) = (Monetary contribution + design and consultant services + building infrastructure + project management services + existing building appraised value) — renovation cost = Total Project Contribution (TPC) Contribution of land and/or facility (Must be Yes to be considered) Agree to donate land or enter into no cost long term ground lease or building lease with Tarrant County Early Head Start grantee provider Infrastructure in place such as: water, gas, sewage, electric: 1 = no services in area, 2 = services can be easily brought to site, 3 = services brought to property line, 4 = services right size for use, 5 = meter boxes, transformer pads, etc. already in place Yes=10,No=0 Points (($TPC/Estimated Total Cost)xl00)x(0.5) Yes = eligible No = not eligible Yes =5 No=0 1-5 60 Page 7 EXHIBIT 1 - EARLY HEAD START NEEDS RADIALS Early Head Start need radials (Buxton) - the radials represent the output of the model developed by Buxton using their overarching analysis. The analysis studied the existing EHS network, specifically measuring Average Full Time Enrollment as our barometer for understanding top "performing" sites from average, and bottom performers. The model identified the trade area attributes that positively correlated to performance and summarized those into the site scoring tool. That tool was then used to identify areas that exhibited those same characteristics. These are the areas represented by radial rings, and considered recommended areas for a new EHS locations. Page 8 EXHIBIT 2 — TEXAS POLICY LAB CHILD CARE MANAGEMENT SERVICES (CCMS) NEEDS RADIALS As calculated by Rice University's Texas Policy Lab on December 16, 2022 Census Tract 1 48439106509 2 48439101201 3 48439113102 4 48439110704 5 48439106511 6 48439113114 7 48439110901 8 48439121702 9 48439106004 10 48439106517 Additional Census Tract information available at httns://www2.census.izov/data/ani-documentation/Address%20Search%20- %20Geocoder%20and%20TIGERweb/How%20to%20Find%20Geo%20Info%20from%20Address.ndf Page 9 REQUEST FOR APPLICATIONS FOR CHILD CARE INFANT AND TODDLER INFRASTRUCTURE EXPANSION ATTACHMENT A COMPLIANCE WITH STATE LAW & FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS FORM Compliance with all items on the following form, as applicable, are required and a signature is required on the last page. 1. CLEAN AIR ACT. If this Agreement is in excess of $150,000, VENDOR must comply with the following: a. VENDOR agrees to comply with all applicable standards, orders orregulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. b. VENDOR agrees to report each violation to COUNTY and understands andagrees that COUNTY will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. C. VENDOR agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA or other Federal funds. 2. FEDERAL WATER POLLUTION CONTROL ACT. If this Agreement is in excess of $150,000, VENDOR must comply with the following: a. VENDOR agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. b. VENDOR agrees to report each violation to COUNTY and understands andagrees that COUNTY will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. C. VENDOR agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA or other Federal funds. 3. SUSPENSION AND DEBARMENT. a. This Agreement is a covered transaction for purposes of 2 C.F.R. pt. 180 and2 C.F.R. pt. 3000. VENDOR certifies that VENDOR, VENDOR's principals (defined at 2C.F.R. Sec. 180.995), or its affiliates (defined at 2 i. C.F.R. Sec. 180.905) are not excluded (defined at 2 C.F.R. Sec. 180.940) or disqualified (defined at 2 C.F.R. Sec. 180.935). b. VENDOR must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt.3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. C. This certification is a material representation of fact relied upon by COUNTY. If it is later determined that VENDOR did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, in addition to remedies available to COUNTY, the Federal Government may pursue available remedies, includingbut limited to suspension and/or debarment. THE ORIGINAL AND ONE (1) COPY OF THIS FORM MUST BE RETURNED WITH PROPOSAL! Page 10 CSC No. 60515 EXHIBIT C INTERLOCAL AGREEMENT BETWEEN TARRANT COUNTY AND CITY OF FORT WORTH FOR THE LVT RISE CHILDCARE FACILITY This Interlocal Agreement ("Agreement") is between Tarrant County (the "COUNTY"), a political subdivision of the State of Texas, and City of Fort Worth, a local unit of government (collectively, the "Parties"), and shall be effective upon signature by the Parties ("Effective Date"). The Parties have reviewed this Agreement and agree to the following: WHEREAS, on March 11, 2020, the World Health Organization declared COVID-19 a worldwide pandemic; and WHEREAS, on March 11, 2021, President Joseph Biden signed the American Rescue Plan Act ("ARPA") to provide support to state and local governments to respond to the financial impacts of the COVID-19 pandemic; and WHEREAS, the State and Local Fiscal Recovery Funds ("FRF Funds") authorized through ARPA (C.D.F.A. #21.027) are to be used to mitigate the ongoing effects of COVID-19 and support the nation's pandemic recovery; and WHEREAS, the COUNTY has received FRF Funds to respond to the continuous impact of COVID-19 as outlined in the Interim Final Rule promulgated by the Department of Treasury ("Treasury"); and WHEREAS, Treasury has issued guidance for the use of FRF Funds in the form of Frequently Asked Questions and will continue to issue guidance and clarification on the appropriate use of these funds; and WHEREAS, the COUNTY and City of Fort Worth both find FRF Funds distributed in accordance with this Agreement shall meet the eligible uses outlined in the Treasury's Interim Final Rule, subsequent final rule and additional guidance; and WHEREAS, the COUNTY and City of Fort Worth find that the program(s) and related expenditures outlined in this Agreement are eligible under current FRF Funds guidance and rules promulgated by the Treasury and find that the program(s) outlined herein will mitigate the ongoing effects of COVID-19 and support pandemic recovery in Tarrant County; and WHEREAS, the Interlocal Cooperation Act contained in Chapter 791 of the Texas Government Code provides legal authority for the Parties to enter into this Agreement; and WHEREAS, during the performance of the government functions and the payment for the performance of those governmental functions under this Agreement, the Parties will make the performance and payment from the current revenues legally available to that Party. THEREFORE, the Parties agree as follows: Page 1 of 12 Interlocal Agreement between TARRANT COUNTY and CITY OF FORT WORTH SCOPE OF WORK City of Fort Worth will construct a childcare facility as outlined in APPENDIX A. II. DISTRIBUTION OF FUNDS The COUNTY shall make available up to $2,750,000.00 (TWO MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS AND NO CENTS) to City of Fort Worth from the COUNTY'S FRF Funds for eligible expenses reflected in APPENDIX A and in accordance with the terms and conditions outlined below. COUNTY approves and pays reimbursement requests within thirty (30) days of receipt of a complete and accurate request form. Errors in the request form, including insufficient documentation, may result in payment delays. City of Fort Worth is responsible for submitting a complete and accurate request. Payment is considered made on the date postmarked. Requests for payment may be submitted no more than once monthly and must contain the following supporting documentation: i. Signed Request for Reimbursement form. ii. Invoice or draw request from City of Fort Worth contractor pertaining to request for payment. Within 30 days of receipt of payment by City of Fort Worth, must provide to COUNTY: i. Proof of payment of invoice or draw request provided with request for payment. ii. Copy of General Ledger reflecting receipt of payment from COUNTY and payment of same amount to City of Fort Worth contractor. iii. Subsequent requests for payment/draw requests may not be submitted until previous requests have been substantiated with the supporting documentation outlined above. City of Fort Worth agrees that COUNTY shall have the right to require City of Fort Worth to repay in full up to $2,750,000.00 (TWO MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS AND NO CENTS) to COUNTY should City of Fort Worth fail to fulfill the requirements as outlined herein and in APPENDIX A by the Agreement's termination date. By March 31, 2024, City of Fort Worth shall provide to the COUNTY a plan to obligate any and all remaining funds by December 31, 2024. Any funds not expected to be obligated by December 31, 2024, shall be recaptured by the COUNTY. III. TERM AND TERMINATION This Agreement shall become effective upon signature by both Parties and shall continue in full force and effect until the termination date of December 31, 2025, unless terminated earlier in accordance with this Agreement. If at any time City of Fort Worth becomes excluded, debarred, or suspended from any state or federal program, this Agreement automatically terminates effective Page 2 of 12 Interlocal Agreement between TARRANT COUNTY and CITY OF FORT WORTH on the date of the suspension, revocation, or exclusion, and City of Fort Worth must submit a final, formal statement in the manner set out above and below requesting payment. The COUNTY may immediately terminate this Agreement, without prior notice, if City of Fort Worth fails to perform any obligation found herein and the failure: i. Creates a potential threat to health or safety: or ii. Violated a law, ordinance, or regulation designed to protect health or safety. Either party may terminate this Agreement without cause giving thirty (30) days written notice to the other party. Upon receipt of notice to terminate, City of Fort Worth shall discontinue all services in connection with the performance of this Agreement and shall proceed to promptly cancel all existing orders and contracts insofar as such orders and contracts are chargeable to this Agreement. Upon termination of the Agreement, all assets purchased under this Agreement shall transfer to the COUNTY. Within thirty (30) days after receipt of a notice of termination, City of Fort Worth agrees to submit an invoice showing, in detail, the costs incurred under this Agreement up to and including the date of termination. Force Majeure: In the event that either Party is unable to perform any of its obligation under the Agreement or to enjoy any of the benefits because of natural disaster, global pandemic, actions or decrees of governmental bodies or communication line failure not the fault of the affected party (referred to as a "Force Majeure Event"), the Party who has been so affected immediately agrees to give notice to the other party and agrees to do everything possible to resume performance. Upon receipt of such notice, the Agreement is immediately suspended. If the period of nonperformance exceeds ten (10) calendar days from the receipt of notice of the Force Majeure Event, the Party whose ability to perform has not been affected may terminate the Agreement immediately by giving written notice to the other Party. IV. STANDARDS FOR FINANCIAL MANAGEMENT In accordance with 2 CFR 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, City of Fort Worth will develop, implement and maintain financial management and control systems, which include at a minimum accurate payroll, accounting and financial reporting records, cost source documentation, effective internal and budgetary controls, and determination of reasonableness, allowability and allocability of costs, and timely and appropriate audits and resolution findings. City of Fort Worth shall maintain an effective accounting system, which will: i. Identify and record valid transactions ii. Record transactions to the proper accounting period in which transactions occurred iii. Describe transactions in sufficient detail to permit proper classification iv. Maintain records that permit the tracing of funds to a level of detail that establishes that the funds have been used in compliance with Agreement requirements Page 3 of 12 Interlocal Agreement between TARRANT COUNTY and CITY OF FORT WORTH V. Adequately identify the source and application of funds of each grant agreement vi. Generate current and accurate financial reports in accordance with agreement requirements V. GENERAL COMPLIANCE REQUIREMENTS City of Fort Worth shall observe and comply with all applicable local, state, and federal laws, rules, regulations, ordinances, and requirements, including, without limitation, workers' compensation laws, minimum and maximum salary and wage statues and regulations, non- discrimination laws and regulations, and those set forth in 31 CFR Part 35. City of Fort Worth shall be responsible for ensuring its compliance with any laws and regulations applicable to its business, including maintaining any necessary licenses and permits. VI. DAVIS-BACON REPORTING AND ADDITIONAL REQUIREMENTS City of Fort Worth must comply with all Federal and State regulation, including Davis -Bacon and Related Acts Compliance and Monitoring. Davis -Bacon prevailing wage requirements apply to projects with a total project cost (not just the amount of this contract) of TEN MILLION DOLLARS ($10,000,000.00) or greater. All City of Fort Worth's applicable projects with TEN MILLION DOLLARS ($10,000,000.00) or greater in total project costs are required to comply with the Davis -Bacon prevailing wage requirements and will provide proof of compliance and supporting documents as requested by County. Additionally, 2 CFR 200.322 notes that City of Fort Worth should provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States, including but not limited to, iron, aluminum, steel, cement, and other manufactured products. VII. MONITORING City of Fort Worth agrees that COUNTY will, until the expiration of the federal retention period as referenced in 2 CFR 200.334, have access to and the right to examine at reasonable times any directly pertinent books, papers, and records (e.g., hard copies, computer -generated data) of the City of Fort Worth involving transactions related to this Agreement. This right to audit also extends to any obligations assigned to any subcontracts or agreements formed between City of Fort Worth and any subcontractors to the extent that those subcontracts or agreements relate to fulfillment of City of Fort Worth obligations to COUNTY under this Agreement. The City of Fort Worth must agree that COUNTY will have access during normal working hours to all necessary facilities, staff, and workspace to conduct audits. The COUNTY will provide the City of Fort Worth with reasonable advance notice of intended audits. The City of Fort Worth must provide records within ten (10) business days or a mutually agreed upon timeline. City of Fort Worth may withhold any information that it is mandated to withhold to comply with state or federal law. Page 4 of 12 Interlocal Agreement between TARRANT COUNTY and CITY OF FORT WORTH VIII. ALLOWABLE COSTS AND AVAILABILITY OF FUNDS COUNTY payment to City of Fort Worth does not preclude COUNTY from determining that certain costs were ineligible for reimbursement. If the COUNTY determines that a cost the COUNTY has paid for is ineligible for reimbursement, the City of Fort Worth will refund the ineligible amount to the COUNTY. COUNTY will determine whether costs submitted by City of Fort Worth are allowable and eligible for reimbursement. If COUNTY has paid funds to City of Fort Worth for unallowable or ineligible costs, COUNTY will notify City of Fort Worth in writing, and City of Fort Worth shall return the funds to COUNTY within thirty (30) calendar days of the date of this written notice. COUNTY may withhold all or part of any payments to City of Fort Worth to offset reimbursement for any unallowable or ineligible expenditure that City of Fort Worth has not refunded to COUNTY, or if required financial report(s) are not submitted by the due date(s). Further, if at any time, FRF Funds are insufficient or unavailable, then COUNTY, upon providing written notice to City of Fort Worth, may terminate this agreement without penalty. IX. INDEPENDENT SINGLE OR PROGRAM SPECIFIC AUDIT If City of Fort Worth, within City of Fort Worth fiscal year, expends a total amount of at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000.00) in federal funds awarded, City of Fort Worth shall have a single audit or program -specific audit in accordance with 2 CFR Part 200 Subpart F. This federal threshold amount includes federal funds passed through by way of State and local agency awards. City of Fort Worth must provide a copy of completed single audit, if applicable, to COUNTY no later than 60 days after filing with federal audit clearing house. X. EQUIPMENT AND REAL PROPERTY Any purchase of equipment must be consistent with the Uniform Guidance at 2 CFR Part 200 Subpart D. Equipment and real property constructed or acquired under this Agreement must be used for the originally authorized purpose. Consistent with 2 CFR 200.311 and 2 CFR 200.313, any equipment or real property constructed or acquired using federal funds shall vest in the non- federal entity. Procedures for managing equipment and real property must meet the following requirements: i. Property records must be maintained that include a description of the equipment or property, a serial number or other identification number, the source of funding for the equipment or property, name of title holder, acquisition date, cost of the equipment or property, percentage of federal participation in the project costs for the federal award under which the equipment or property was acquired, the location, use and condition of the equipment or property, and any ultimate disposition data including the date of disposal and sale price of the equipment or property ii. A physical inventory of the equipment or property must be taken, and the results reconciled with the property records at least once every two (2) years Page 5 of 12 Interlocal Agreement between TARRANT COUNTY and CITY OF FORT WORTH iii. A control system must be developed to ensure adequate safeguards to prevent loss, damage, or theft of the equipment or property. Any loss, damage, or theft must be investigated iv. Adequate maintenance procedures must be developed to keep the equipment or property in good condition, and V. If the non-federal entity is authorized or required to sell the equipment or property, proper sales procedures must be established to ensure the highest possible return. When original or replacement equipment or real property acquired under this Agreement is no longer needed or in use for the project or program outlined herein, City of Fort Worth must request disposition instructions from the COUNTY. XI. PERFORMANCE MEASUREMENT AND REGULAR REPORTING City of Fort Worth shall provide monthly reports to COUNTY as outlined in APPENDIX B. Additional measures may be established and reported on as mutually agreed to by City of Fort Worth and COUNTY. City of Fort Worth will submit fiscal, progress, programmatic, and other reports as requested by COUNTY in the approved format. XIL DEBARMENT AND SYSTEM FOR AWARD MANAGEMENT City of Fort Worth is not entitled to receive payment under this Agreement for services performed by any personnel who have been excluded, debarred, or suspended under a federal program, unless given explicit permission by the COUNTY. City of Fort Worth agrees to maintain an active registration in the System for Award Management (SAM.gov). XIII. SUBCONTRACTING AUTHORITY City of Fort Worth may enter contracts as necessary for the performance of the scope of services outlined in this Agreement. City of Fort Worth agrees to comply with all applicable purchasing laws in choosing subcontractors and executing any contracts pursuant to this Agreement. City of Fort Worth must ensure that all subcontractors have not been excluded, debarred, or suspended under a federal program and all subcontractors must maintain an active registration in the System for Award Management (SAM.gov). XIV. ASSIGNMENT City of Fort Worth may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the COUNTY. Any attempted assignment of same without approval shall be void and shall constitute a breach of this Agreement. It is agreed that the COUNTY has the right to inspect and approve in writing any proposed subcontracts between City of Fort Worth and any subcontractor engaged in any activity in conjunction with projects contemplated under this Agreement prior to any changes being incurred. Page 6 of 12 Interlocal Agreement between TARRANT COUNTY and CITY OF FORT WORTH XV. DOCUMENTATION City of Fort Worth shall keep and maintain, for a period not less than five (5) years after December 31", 2026, all records relating to use of the FRF Funds described herein. XVI. FORM 1295 COMPLIANCE A form 1295 is not required because this agreement is with a governmental entity. XVII. ANTI -BOYCOTT STATUTES City of Fort Worth must adhere to Anti -Boycott Statutes if City of Fort Worth is a for -profit entity or business; City of Fort Worth has ten (10) or more full-time employees; and/or this Agreement has a value of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) or more that is to be paid wholly or partly from public funds of the government entity. i. Boycott of Energy Companies Prohibited In compliance with Section 2274.002 of the Texas Government Code, City of Fort Worth verifies that it does not boycott energy companies and will not boycott energy companies during the term of the above -described agreement. "Boycott energy company" is defined in Section 809.001(1) of the Texas Government Code (added by 87th Legislature, S.B. 13) and means, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company: (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by subsection (A). ii. Boycott of Israel Prohibited In compliance with Section 2271.002 of the Texas Government Code, City of Fort Worth verifies that it does not boycott Israel and will not boycott Israel during the term of this Agreement. "Boycott Israel" is defined by the Texas Government Code in Section 808.001(1). iii. Discrimination Ap-ainst Firearm Entities or Firearm Trade Associations (FTAs) In compliance with Section 2274.002 of the Texas Government Code, City of Fort Worth verifies that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or FTA; and will not discriminate during the term of the above -described Agreement against a firearm entity or FTA. "Discriminate against a firearm entity or firearm trade association" is defined in Section 2274.001(3) of the Texas Government Code and means, with respect to the entity or association, to: (i) refuse to engage in the trade of any goods or services with the entity or association Page 7of12 Interlocal Agreement between TARRANT COUNTY and CITY OF FORT WORTH based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; or (iii) terminate an existing business relationship with the entity or association based solely on its status as a firearm entity or firearm trade association; the term does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship: (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency; or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association. iv. Scrutinized Business Operations Prohibited In compliance with Section 2252.152 of the Texas Government Code, City of Fort Worth warrants and represents that: neither City of Fort Worth nor any of its affiliates engages in scrutinized business operations in Sudan, Iran, or with designated foreign terrorist organizations. "Scrutinized business operations in Sudan" is defined in Section 2270.0052 of the Texas Government Code. "Scrutinized business operations in Iran" is defined in Section 2270.0102 of the Texas Government Code. "Scrutinized business operations with designated foreign terrorist organizations" is defined in Section 2270.0152 of the Texas Government Code. City of Fort Worth further represents and warrants that neither City of Fort Worth nor any of its affiliates appears on any of the Texas Comptroller's Scrutinized Companies Lists. XVIII. NOTICE Any notice required or permitted to be delivered hereunder shall be deemed to have been given when personally delivered, or if mailed, seventy-two (72) hours after deposit of the same in the United States Mail, postage prepaid, certified, or registered, return receipt requested, properly addressed to the Parties hereto at the respective addresses set forth below, or at such other addresses as they shall specify by written notice delivered to the following addresses: TO THE COUNTY: TO City of Fort Worth: County Administrator Neighborhood Services Department 100 E Weatherford, Ste 404 200 Texas St. Fort Worth, Texas 76196 Fort Worth, Texas 76102 If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. Page 8 of 12 Interlocal Agreement between TARRANT COUNTY and CITY OF FORT WORTH XIX. SEVERABILITV If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. if a coLu•t finds that any provision of this Agreement is invalid or unenforceable, hLtt that by hnlltltl" such provision it would become valid and enforceable, then such provision shall be deenled to be written, construed, and enforced as so limited. XX. APPLICABLE LAW AND VENUE This Agreement is governed by the laws of the State of Texas. This exclusive venue for any action arising out of, in connection with, or in any way relating to this Agreement shall be in Tarrant ('Ounty. Texas if filed in state court or the Northern District of Texas, Fort Worth Division if tiled in federal court. XXI. ENTIRE AGREEMENT This Agreement represents the entire understanding bet\veen the Parties and supersedes all prior representations. XXII. EXECUTION This agreement may be executed in several counterparts. Each counterpart is deenled an original. All counterparts together constitute on and the same in,trunlent. SIGNED AND EXECUTED this I day o'l,lY�m-bc I- , 20?3 f 1 4. COUNTY OF TARRANT STATE OF A Tim O'Hare County Judge APPROVED AS TO FORM: CEJRTIFICATION Of J`� SOS OGb _ ��,VA .A E���/ Criminal District Attorneys Office Tarrant County Auditor *By law, the Criminal District Attorney's Office may only approve contracts for its clients. We reviewed this document as to form front our client's legal perspective. Other parties may not reply on this approval. Instead, those parties should seek contract revievv from independent counsel. Page 9 of 12 Interlocal Agreement between TARRANT COUNTY and CITY OF FORT WORTH CITY OF FORT WORTH: By: Name: Fernando Costa Title: Assistant City Manager Date: Nov 3, 2023 APPROVAL RECOMMENDED: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 7e' h.w ,� By: Name: Terrance Jones Title: Neighborhood Services Manager APPROVED AS TO FORM AND LEGALITY: By: By: Le a Hunt(11-3.202312:38 COT) Name: Victor Turner Name: Leslie L. Hunt Title: Director, Neighborhood Services Title: Senior Assistant City Attorney ATTEST: B x Y� Patti: Jannette S. Goodal Titl : City Secretary CONTRACT AUTHORIZATION: M&C:23-0942 Page 10 of 12 Interlocal Agreement between TARRANT COUNTY and CITY OF FORT WORTH 0 APPENDIX A SCOPE OF WORK Property Address: 8201 Calmont Ave., Fort Worth, Texas 76116 Project Description: Proposed 12,700 square foot child care facility with 8 classrooms. Planned Total $5,500,000.00 Construction Cost Allowable Use(s) of FRF Funds may be used toward pre -construction costs including site FRF Funds preparation, testing, engineering and design, as well as for construction costs, including FF&E. FRF Assistance $2,750,000.00 Projects must meet the following requirements: • Minimum 12,200 square feet (sq. ft.) facility • Minimum of 9 program areas, each ranging from 360 sq. ft. to 1800 sq. ft. (Early Head Start requirement) • Minimum of 25% of classrooms will be used for Early Head Start services • Minimum of 80 sq. ft. times 25% licensed capacity of designated outdoor play area • Parking to accommodate a minimum of 22 employees • Building will need to be eligible for an Education or Education/Institutional Certificate of Occupancy Page 11 of 12 Interlocal Agreement between TARRANT COUNTY and CITY OF FORT WORTH APPENDIX B PROGRAMMATIC REPORTING Required Reporting Dates, as per U.S. Treasury: Ql July 1 — September 30 Due: October 15 Q2 October 1 — December 31 Due: January 15 Q3 January 1 — March 30 Due: April 15 Q4 April 1 —June 30 Due: July 15 Annual Report July 1 — June 30 Due: July 15 Page 12 of 12 Interlocal Agreement between TARRANT COUNTY and CITY OF FORT WORTH City of Fort Worth, Texas Mayor and Council Communication DATE: 10/31/23 M&C FILE NUMBER: M&C 23-0942 LOG NAME: 19TARRANT COUNTY CHILDCARE FACILITY AGREEMENT ARPA SUBJECT (ALL) Authorize Execution of an Interlocal Agreement with Tarrant County for the City's Participation in Development of a Child Care Facility at Rise Community Center, Authorize Acceptance of American Rescue Plan Act, Subtitle M (State and Local Fiscal Recovery Funds) Funds from Tarrant County in the Amount of $2,750,000.00, Authorize Execution of Related Agreement with Child Care Associates, Adopt Appropriation Ordinance, and Amend the Fiscal Years 2024-2028 Capital Improvement Program RECOMMENDATION: It is recommended that City Council: 1. Authorize execution of an interlocal agreement with Tarrant County for the transfer of funds for the City's development of a child care facility to be located at LVT Rise Community Center, 8201 Calmont Avenue, Fort Worth, Texas 76116; 2. Authorize the acceptance of American Rescue Plan Act, Subtitle M (State and Local Fiscal Recovery Funds) funds from Tarrant County in the amount of $2,750,000.00; Authorize the City Manager or his designee to execute related agreements with Child Care Associates allowing it to serve as the City's owner's representative for the design, construction, operation, and development of the child care facility; 3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Cap Projects Federal Fund in the total amount of $2,750,000.00, subject to receipt of such funds; and 4. Amend the Fiscal Years 2024-2028 Capital Improvement Program. DISCUSSION: On April 6, 2023, Tarrant County issued a Request for Applications (RFA) for infant and toddler infrastructure expansion. The RFA is a multi -year effort to expand access to early education and care. This Early Head Start infrastructure expansion opportunity is funded through Tarrant County's state and local fiscal recovery funds, authorized through the American Rescue Plan Act (ARPA). The RFA was open to political subdivisions such as cities and school districts. The contribution of land and/or an existing building was a prerequisite to be considered for this program. The contribution could be in the form of gifting the land or ensuring the land is eligible for a no or low cost, long-term ground lease or facility lease for a minimum of 30 years. All projects must be in Tarrant County. Proposals had to meet the following requirements: • Minimum 12,200 square feet facility • Minimum of eight classrooms and one indoor play area, each ranging from 360 square feet to 1800 square feet • Parking to accommodate at a minimum of 22 spaces • Building will need to be eligible for an Education or Education/Institutional Certificate of Occupancy City of Fort Worth Neighborhood Services applied for funding on May 19, 2023 with a requested funding amount of $5,500,000.00. This request was for the expansion of child care services at LVT Rise Community Center, 8201 Calmont Street, Fort Worth, Texas 76116. Per the application submitted, if awarded, the City of Fort Worth, would enter into an agreement with a local Early Head Start provider within Tarrant County. The City of Fort Worth identified the local Early Head Start provider to be Child Care Associates. The submitted proposal included the following planned project details: Modular Building-12,788 square feet Total of eight classrooms o Infant Rooms (0-1 year old) - 2 o Toddler Rooms (1-2 years old) - 4 o Pre-K Rooms (34 years old) - 2 Classroom Size Capacity o Infant Room #1 -18 persons, 591 Square Feet o Infant Room #2 -18 persons, 591 Square Feet o Toddler Room #1 - 24 persons, 1002 Square Feet o Toddler Room #2 - 24 persons, 1002 Square Feet o Toddler Room #3 -19 persons, 841 Square Feet o Toddler Room #4 -19 persons, 841 Square Feet o Pre-K Room #1 - 27 persons, 1122 Square Feet o Pre-K Room #2 - 27 persons, 1670 Square Feet Certificate of Occupancy - Child Care Associates would be eligible for Education/Institutional Certificate of Occupancy based on the number of children served and their ages. Indoor Play Area - centrally located between all classrooms; floorplan attached • Parking - sufficient parking either in front of the building (if authorized to utilize the adjacent lot) or additional parking can be added along Shenandoah Road, but the preference is to be granted authorization to use the lot On September 5, 2023, Tarrant County Commissioners Court approved an award of funding in the amount of $2,750,000.00. The interlocal agreement provides the contribution of funds by the County to the City, and commits the City to utilize the funds prior to December 31, 2026, as required by ARPA. The purpose of this Mayor & Council Communication (M&C) is to accept the ARPA funding from Tarrant County and initiate the development of the childcare facility. Funding for this project was not included in the Fiscal Years 2024-2028 Capital Improvement Program. The action in this M&C will amend the Fiscal Years 2024-2028 Capital Improvement Program as approved in connection with Ordinance 26453-09-2023. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations, execution of the agreement and adoption of the attached appropriation ordinance, funds will be available in the current capital budget, as appropriated, in the Grants Cap Projects Federal Fund. The Neighborhood Services Department (and Financial Management Services) is 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. This is a reimbursement grant. Submitted for Citv Manaaer's Office bv: Fernando Costa 6122 Oriainatina Business Unit Head: Victor Turner 8187 Additional Information Contact: Sharon Burkley 5785 Terrance Jones 7563 nn#�yao39 COUNr�'' REFERENCE NUMBER ' COMMISSIONERS COURT PAGE 1 OF COMMUNICATION 13 DATE: 11 /07/2023 SUBJECT: APPROVAL OF AN INTERLOCAL AGREEMENT BETWEEN TARRANT COUNTY AND THE CITY OF FORT WORTH FOR THE LVTRISE CHILDCARE FACILITY AS PART OF THE TARRANT COUNTY FISCAL RECOVERY FUNDS PROGRAM *** CONSENT AGENDA *** COMMISSIONERS COURT ACTION REOUESTED It is requested that the Commissioners Court approve an Interlocal Agreement (ILA) between Tarrant County and the City of Fort Worth for the LVTRise Childcare Facility as part of Tarrant County's Fiscal Recovery Funds (FRF) program. BACKGROUND On April 5, 2023, Tarrant County, in partnership with Child Care Associates (CCA), issued a Request for Applications (RFA) for Infant and Toddler Infrastructure Expansion as part of the American Rescue Plan Act (ARPA) State and Local FRF program. Seven (7) proposals were submitted and five (5) were deemed eligible based on the requirements of the RFA and Treasury guidelines. On September 5, 2023, the Commissioners Court, through Court Order #141573, approved funding recommendations for four (4) projects, including an application from the City of Fort Worth for the LVTRise Childcare Facility. The LVTRise Childcare Facility, located at 8201 Calmont Avenue, Fort Worth 76116, will create a proposed 12,700 square foot childcare facility with eight (8) classrooms. The facility will provide access to after -school programming, summer curricula, and more, providing a safe haven where children can develop and grow. With approval of this ILA, the City of Fort Worth will become a subrecipient of Tarrant County's FRF award and will be responsible for ensuring funds are spent in compliance with federal guidelines and for reporting requirements outlined in this agreement. The City of Fort Worth will be reimbursed an amount not to exceed $2,750,000.00 for eligible expenses as outlined in the agreement. FISCAL IMPACT Funding in the amount of $2,750,000.00 is available in CARPA-2024. SUBMITTED BY: Administrator's Office PREPARED BY: Rand Otten APPROVED BY: City of Fort Worth, Texas Mayor and Council Communication DATE: 11/28/23 M&C FILE NUMBER: M&C 23-1010 LOG NAME: 19CHILD CARE ASSOCIATES OPERATING AGREEMENT SUBJECT (ALL) Authorize Execution of a Professional Services and Operating Agreement with Child Care Associates Authorizing Child Care Associates to Oversee Design, Construction, Installation, and Development of a Childcare Facility Located at 8201 Calmont Avenue, and to Operate Facility on Completion and Authorize Any Other Documents Deemed Necessary to Carry Out the Construction and Operation of the New Childcare Facility, Including Amendments to the Existing Lease with Child Care Associates for the Property RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager or his designee to enter into an professional services and operating agreement with Child Care Associates, designating it to serve as the City's Representative to oversee the design, construction, installation, and development of a childcare facility located at 8201 Calmont Avenue, Fort Worth, Texas 76116, expected to be known as Child Care Studio at LVT, and allowing Child Care Associates to operate the facility, and 2. Authorize any other documents deemed necessary to carry out the construction and operation of the facility, including amendment to the existing lease with Child Care Associates. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to take actions associated with the construction of a new childcare facility (the "New Facility") in the Las Vegas Trail area utilizing funds from Tarrant County. On April 5, 2023, Tarrant County issued a Request for Applications (RFA) for Infant and Toddler Infrastructure Expansion as part of its American Rescue Plan Act State and Local Fiscal Recovery Funds program. The City of Fort Worth (the "City") submitted an application for funding pursuant to the RFA and was awarded $2,750,000.00 in federal funds to be used toward pre -constructions costs including site preparation, testing, as well as construction costs. A requirement of the RFA was for recipients to partner with a local early head start provider to operate the new childcare facility. The City identified Child Care Associates (CCA) as its partner. The RFA requires the submission to the County of an operating agreement between the City and CCA by December 15, 2023. On May 20, 2022, Mayor & Council Communication (M&C) 22-0330 the City Council authorized the execution of a ground lease agreement with CCA for approximately 30,056 square feet of ground space from a portion of building located at 8201 Calmont Avenue, Fort Worth, Texas 76116 (the "Lease"). The Lease contemplates and permits CCA to erect a modular building on the leased premises. The modular building will be owned by the City and utilized as the New Facility. The Lease is for an initial term of 30 years and includes an option to extend for one renewal term of ten years at CCA's discretion. This M&C seeks approval to execute an professional services and operating agreement with CCA that will run concurrently with the Lease. Approval of this M&C also, allows revisions to the Lease, and any other documents, deemed necessary to carry out the construction and operation of the New Facility. The operations of Child Care Associates will be at 8201 Calmont Avenue, adjacent to the Rise Community Center, which is located in COUNCIL DISTRICT 3, but will serve Fort Worth residents in ALL COUNCIL DISTRICTS. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that approval of this recommendation will have no material effect on City funds. Submitted for Citv Manaaer's Office bv: Fernando Costa 6122 Oriainatina Business Unit Head: Victor Turner 8187 Additional Information Contact: Sharon Burkley 5785 Terrance Jones 7563