HomeMy WebLinkAboutContract 63422CSC No. 63422
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 Dome -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 8201 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 contai11cd i11 this
Agreement, Lessor and Tenant hereby agree as follows:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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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 fro►n 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 fro►n 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
fi•orn 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 Tern. 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 cvcnt that Tenant loses HHS/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 Tern 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.
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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. Illeeal 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 001100 ($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. Pavment Dates and Late Fees. Annual rent payments are due on or before the first (I st)
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 I5. 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°/o) per month on the entire
balance of any overdue rent that Tenant may accrue.
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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. Imorovements. 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 "Imorovements," 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
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for the purpose of granting the easements and dedications. Provided, however, any
such dedication may be subject to City Council approval.
(b) Zonina. 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 Prooertv; 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 Removabfes 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. Signs. 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
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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. Pavment 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. Damage 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.
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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. TENANTAGREES 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 ail public risks related to the leasing, use, occupancy, maintenance,
existence or location of the Leased Premises. Tenant shall obtain the following insurance coverage
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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 Required Coveraae 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 1.2. 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 respondeat 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
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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"Released" 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;
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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 ❑F 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 ❑F
ENVIRONMENTAL LAW WAS NOT CAUSED DIRECTLY OR
INDIRECTLY BY LESSOR ❑R 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
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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. Knowinp- EmDlovment 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 an 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(l)
(relating to federal criminal penalties and injunctions far a pattern or practice of employing
unauthorized aliens, Lessor may terminate this Lease upon written notice to Tenant within sixty
(60) days afte►• the co►zvie tion (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 16. 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 Banla•uptcv. 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
❑r their respective successors ❑r 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.
I6.08. Governine 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 1 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.I4. 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. Entiretv 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
� MANAGER:
By signing I acknowledge that I am the
By: Dana Burghdoff (Aug 31, 20 09:19 CDTy 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:
By:
Name: Ricky Salazar
Title: Assistant Director, Property Management
Department
aIlIl
Fa
ATTEST: ,���°°°g?°. *e�i,9od
Oro o-1d
�� aaQIlIl�p4g4
By:
Name: Jannette S. Goodall
Title: City Secretary
TENANT:
CHILD O TES
Name: lTief
e Spra
Title; inancial Officer
Date: —4 �AlI'
4
By:
Name: Ricky Salazar
Title: Assistant Director, Property Management
Department
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Matthew A. Murray
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 22-0330 (May 10, 2022)
Form 1295: N/A
JACKNOWLEDGEMENTS APPEAR ON THE FOLLOWING PAGE]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 16 of 28
THE STATE OF TEXAS
COUNTY OF TARRANT
ACKNOWLEDGMENT
Li
Ll
BEFORE ME, the und�ef signed authority, a Notary Public in and for the State of Texas, on
this day personally appeared "(AVlLV- Li11� , known to me to be the same person
whose name is subscribed to the foregoing insrt, 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
'k, �0'r--e
Notary Public in and for the State �ffexas
,�•;y�ra��.�, ANTORNETFE LESHA LANGEL T
X6S Notary Public, State of Texas
Comm. Expires 06-30-2024
!y' °��.'r• 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 Foil 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
• O,�pRYPUB/ RICARDO SALAZAR II • otary Public in and for the State of Texas
2 Notary Public
* • STATE OF TEXAS
''FoFP Notary I.D. 128185792
My Comm. Exp. Feb. 25, 2026 `
Page 17 of 28
EXHIBIT "A"
THE LEASED PREMISES
r,ONSTRUCTICN DOCUMENTS
L' ilYi
mlill
LVT RISE PHASE II 'w- R:�" G .[:A^P
T41 ICnLNgkT AVE 51f ..... �....» .. . « .... ..-. .. r
F6Ni YlORli[, lE]USll" ■ •• �r
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 76116-3504 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-
01-0I 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 ofDefault: 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 lease 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 of 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 HHSIACF 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 lien 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 Start
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.
6. Contents ofNotification to HHSIACF.
The Lessor and the Tenant agree to include the following information in the written
notice to HHS/ACF 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 officia!
(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 HH,SIACF'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 HHS/ACF office listed in Section S. If
one or more of the HHSIACF 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 .Riehts in Event of The Tenant's Default.
If an Event of Default occurs, the Parties agree that HHSIACF may intervene to ensure
that the default is cured by the Tenant, HHS/ACF, or another entity designated by
HHSIACF 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, HHS/ACF
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, HHSIACF
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 HHSIACF 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. Special Period for Curinz Certain Non-Nlonetary 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 ofExercise 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 ofDefault.
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 of 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. Pants 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 And Asslens.
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 Agreement.
This Rider constitutes the entire agreement among the Patties 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. Inteo-ation 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 Yaluntary A-reement.
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 follow.]
Page 25 of 28
TENANT:
Child Care A e
Signat re:
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 9.WfA, XXf b"L.1 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
ti■+''YP'f* ANTQRNETTE LESHA LANGEL
Notary Public, State of Texas
Comm. Expires 06-30-2024
Notary ID 130199480
Page 26 of 28
LESSOR:
City of Fort Worth, Texas
SipatureAana Burghdoff (Aug l', 20 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 Burandoff , 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
.. �"��-
• o,�p.FtYPUe' RICARDO SALAZAR II • Notary Public in Pdor the State of Texas
a Notary Public
*®* STATE OF TEXAS
9�oFP Notary I.D. 128185792
My Comm. Exp. Feb. 25, 2026
- - - - - - - - - - - - - -
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
For WoRn
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